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        Our Vision
        To be one of the most respected companies in India; recognised for
        challenging conventions and delivering on our promises.




        Our Values

        Strength
        Building strong and lasting relationships. Conducting                We have learnt to take our core values seriously. Living our
        everyday operations internally in true team spirit.                  values means displaying them in everything we do.
        Acting responsibly with integrity and demonstrating                  Creating assurance in the brand ACC by consistently
        strength of character.                                               delivering on our promises through services and
                                                                             behaviour towards all stakeholders. Giving our people
        Performance                                                          pride, helping them see the bigger picture and
        Delivering on our promises to each other and to our                  understanding their impact on the Company’s success.
        stakeholders. Always ensuring excellence. Working                    Being accountable. By utilising financial resources in the
        together and striving to delight customers with                      most efficient way we can. Being customer oriented
        best solutions.                                                      which means winning in the market place
                                                                             through       customer         insight.
                                                                             Demonstrating respect for the
        Passion                                                              environment and for society and
        Caring, being dedicated, committed and passionate                    by displaying responsibility
        about everything we do, demonstrating excellence                     and interdependence with the
        in everything we do.                                                 community we live in.




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          STRENGTH




                                                                A solid partner
                                                                Integrity and strength of character of our people
                                                                A strong organization backed with global leadership
                                                                and competence



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        The People’s Brand




        The brand ACC enjoys a high level of equity in the Indian
        market. ACC’s brand equity was found to be the strongest
        among its key competitors as shown in a research study
        undertaken by The Nielsen Company (India) during 2007
        and 2008. A humbling revelation of this study is that this
        brand enjoys among the highest level of equity in the global
        cement market. ACC is a brand with meaning not just to
        customers but to other stakeholders such as shareholders,
        employees and vendors. The name invokes an assurance of
        quality and trust.

        The Company now plans to further enhance this equity and
        strengthen its sales and marketing potential by building an
        effective sales organization, motivating channel partners
        and revitalising customer services.




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          Products - Assuring Q uality & Trust

          ACC’s brand name is synonymous with cement and concrete.
          The trademark ACC on 50 kilogram bags of Ordinary Portland
          Cements (43 and 53 grade), Blended cements (Fly ash and slag
          based) and some special purpose cements offers customers an
          assurance of dependable and consistent quality.




             ACC promotes the use of Blended cements which are
             environment-friendly and acknowledged for their superior
             and unmatched durability as compared to ordinary
             cements.

             Mega construction projects obtain cement from ACC
             delivered in bulk tankers – a welcome change from the
             conventional cement bag.

             ACC was first to introduce Ready Mixed Concrete in India on
             a commercial basis. Thanks to this achievement, a transit
             concrete mixer is now a familiar sight in India’s major cities.

             As India’s economic development accelerates, ACC cement
             and concrete stand ready to enable the construction
             industry to achieve speedy completion of large commercial
             and infrastructure projects.




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        The Ultimate Resource

        “The true index to a Company's greatness is not only
        its turnover, not only its quantum of profits, but its
        human resource - The Ultimate Resource… backed by a
        loyal and dedicated workforce - your Company has
        proved itself an expert in the management of change.
        Its success will be judged not merely by the market
        value of its shares, but by the pride of place your
        Company occupies in the hearts and minds of the people
        it seeks to serve.”
        -- Nani A Palkhivala at ACC’s 56th Annual General Meeting 1992




                                                                            The Company recognizes that a motivated, responsive and
                                                                            accountable human resource team is critical in enabling
                                                                            it to fulfil its long term agenda for growth and
                                                                            competitiveness. A clearly defined HR strategy endeavours
                                                                            to ensure that the right people are in the right place doing
                                                                            the right jobs in the right way – through a well devised
                                                                            performance management system, through carefully
                                                                            planned training and career development programmes and
                                                                            through need-based recruitment. An important ingredient
                                                                            of the plan is to motivate employees by improving the
                                                                            quality of life, addressing compensation issues, providing
                                                                            regular feedback and open internal communication such as
                                                                            through the newly re-launched intranet portal Accelerate.


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          Manufacturing Excellence


          We strive to retain our position as India's foremost
          manufacturer of cement and concrete with a countrywide
          bouquet of 16 modern cement factories that have a
          capacity of 26 million tonnes per annum, to be increased to
          30 million tonnes by the end of this year.

          Captive power plants play a vital role in providing cost-
          efficient and effective supply of quality power to our plants.
          Our cement plants now meet 70% of their total power
          requirements through captive generation.




                                                                            We have initiated steps to usher in excellence in our
                                                                            manufacturing and mining operations by continuously
                                                                            upgrading technology and processes and through training
                                                                            and development of the plant team to inculcate and
                                                                            sustain a lean manufacturing approach. Safety is given
                                                                            paramount importance. Effort is taken to engage with our
                                                                            dedicated and skilled workforce so as to keep them
                                                                            motivated and involved in efficient plant operations and
                                                                            productivity improvement.

                                                                            Our manufacturing units are backed by a central
                                                                            technology support services centre in Thane near Mumbai
                                                                            which encourages sharing of technical know-how and
                                                                            expertise to be abreast of global benchmarks.
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        Our Supply Chain

        ACC is proud of its large supply chain managed by an
        energetic sales force from an extensive spread of sales
        offices spanning India, a country-wide network of highly
        motivated channel partners comprising more than 9000
        dedicated dealers complemented by a chain of retailers.
        They are supplied ACC cement by rail and road from our
        cement plants supported by efficient authorised road
        transport contractors who assure express delivery.
        Warehouses in intermediary locations ensure uninterrupted
        supply to remotely located customers.

        ACC Concrete has more than 40 Ready Mixed Concrete
        plants in the major cities of India which supply fresh
        concrete to our customers’ doorsteps through our own fleet
        of transit mixers. Our Bulk Cement terminal at Kalamboli,
        near Mumbai caters to the requirements of Mumbai and its
        environs, through its own dedicated fleet of bulkers and site
        storage facilities.

        The challenge before our supply chain is to ensure
        uninterrupted supply of high quality cement and concrete
        backed by efficient logistics and transportation.




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          PERFORMANCE
           Delivering on our promises to each other and to
           our stakeholders
           Best solutions for our customers
           Demanding excellence
           Open and always searching for new and better ways
           Best results from working together




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        ACC Help - to build with confidence


        ACC is essentially a people’s brand of cement and its
        customer base represents the masses of India - individual
        homebuilders in small towns, rural and semi-urban India.
        Customer services are an important differentiator.

        ACC Help services cater to the retail buyer offering not
        merely guidance about the correct application of cement
        but also knowledge about the entire process of home
        building. ACC Help reaches out to customers, home builders
        and engineers all over India in different ways.




                                                                      ACC Help Centres: For personal guidance on the right
                                                                      construction practices.

                                                                      ACC Help Literature: Easy-to-understand construction
                                                                      guides.

                                                                      ACC Help Mobile Vans: Our engineers on the move in vans
                                                                      assist customers at site.

                                                                      www.acchelp.in: An interactive website for construction
                                                                      related questions.

                                                                      ACC Helpline: A 24 hour service to provide instant
                                                                      advice.

                                                                      Indian Concrete Journal: The country’s oldest civil
                                                                      engineering journal.
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          Performance Highlights


                                                                                                                                                                                        Net Sales, Operating EBITDA &
                                                   Sales Volume & Growth %                                                                                                                Operating EBITDA Margin
                           25.0                                                                                                20.0                              9000                                                                                                     40
                                                                                                                 21.5                                                                                                                                       8027
                                                                                                   21.0                                                          8000                                                                                                     35
                                                                20.0                                                           17.0                                                                                                                                33
                           20.0                  18.9                                                                                                            7000                            30                                           7283                        30
                                                                                                                               14.0                                                                                                      29          26




                                                                                                                                                                                                                                                                               Op. EBITDA Margin (%)
                                                                                                                                                                 6000                                        6991
          Million Tonnes




                                                                                                                                                                                                                                                                          25




                                                                                                                                      Growth (%)
                           15.0   13.0                                                                                         11.0                                                           5803
                                                                                                                                                                 5000




                                                                                                                                                     Rs. Crore
                                                                                                                                                                                 19                                                                                       20
                                                                                                                               8.0                               4000
                           10.0                   8.1                                                                                                                                                                                                                     15
                                  6.8                                                                                                                            3000          3221                                                                                2643
                                                                 5.9                                                           5.0
                                                                                                    5.2                                                          2000                                                                1993            1899                 10
                            5.0                                                                                                                                                                      1717
                                                                                                                  2.3          2.0                               1000                                                                                                     5
                                                                                                                                                                                      616
                            0.0                                                                                                -1.0                                 0                                                                                                     0
                                  2005           2006           2007                               2008          2009                                                            2005           2006           2007                            2008           2009

                                               Volume Million Tonnes                                      Growth (%)                                                              Net Sales            Op. EBITDA                               Op. EBITDA Margin


                                                                                                                                                                                                  Capital Employed &
                                                Profit Before Tax & Profit AfterTax                                                                                                            Return on Capital Employed
                           2400                                                                                  2294                                            7500                                                                                                     75
                                                                                                                                                                                                                                                              6932
                           2200                                                                                                                                  7000




                                                                                                                                                                                                                                                                                Return on Capital Employed (%)
                                                                                                                                                                 6500                                                                                                     65
                           2000                                 1930                                                                                                                                                                           5746
                                                                                                                                                                 6000
                           1800                                                                    1737                                                          5500                                                                                                     55
                                                 1620                                                                   1607                                     5000                                         4791
                           1600
                                                                                                                                                     Rs. Crore




                                                                        1439                                                                                     4500                          4234
          Rs. Crore




                           1400                                                                                                                                                                                                                                49         45
                                                         1232                                                                                                    4000
                                                                                                          1213                                                                  3502                            42
                           1200                                                                                                                                  3500                           41                                              40
                                                                                                                                                                 3000                                                                                                     35
                           1000
                                                                                                                                                                 2500
                           800    684                                                                                                                            2000                                                                                                     25
                           600           544                                                                                                                     1500
                                                                                                                                                                 1000            19                                                                                       15
                           400                                                                                                                                    500
                           200                                                                                                                                      0                                                                                                     5
                                    2005           2006            2007                              2008           2009                                                        2005           2006           2007                              2008          2009

                                                        PBT Rs. Crore                               PAT Rs. Crore                                                                             Capital Employed                                   ROCE




                                                                                                                        Net Worth & Return on Net Worth
                                                                                                  6500                                                                                                  50
                                                                                                                                                                                       6016
                                                                                                  6000
                                                                                                  5500                                                                                                  45
                                                                                                                                                                                                               Return on Net Worth (%)




                                                                                                  5000                                                                  4928
                                                                          Net Worth (Rs. Crore)




                                                                                                                                                                                                        40
                                                                                                  4500
                                                                                                                                39                 4153
                                                                                                  4000                                                                                                  35
                                                                                                  3500           34                                35
                                                                                                                               3142
                                                                                                  3000                                                                                                  30
                                                                                                  2500
                                                                                                                 2130                                                                   27              25
                                                                                                  2000
                                                                                                                                                                         25
                                                                                                  1500                                                                                                  20
                                                                                                  1000
                                                                                                   500                                                                                                  15
                                                                                                                 2005          2006                2007                 2008           2009

                                                                                                                                  Net Worth                             RONW


          Note: Figures for 2005 pertain to the nine months period April 2005 - December 2005.

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                                  Net Cash Generated from Operations                                                                                                                    Fixed Assets & Asset Turnover Ratio
                                                                                                  2600                                                             7000                                                                                                3.0
                                                                                    2398                                                                                                                                                                      6315
                                                                                                  2400
                                                                                                                                                                   6000
                                                 2023                                             2200
                                                                                                                                                                                                                                                  5073                 2.5
                                                                                                  2000                                                             5000




                                                                                                                                                                                                                                                                             Asset Turnover Ratio
                                                            1708                                  1800                                                                                                                                    2.1      2.1
                                                                                                                                                                                                 2.0
                                                                                                                                                                                                                                                               1.9     2.0




                                                                                                                                                  Rs. Crore
                                                                                                  1600                                                             4000                                                                  3964




                                                                                                          Rs. Crore
                                       1422                                                                                                                                                       3481
                                                                                                  1400                                                                          3122
                                                                                                  1200                                                             3000
                                                                                                                                                                                                                                                                       1.5
                                                                                                  1000                                                                           1.5
                                                                                                                                                                   2000
                            644                                                                   800
                                                                                                                                                                                                                                                                       1.0
                                                                                                  600                                                              1000
                                                                                                  400
                                                                                                  200                                                                0                                                                                                 0.5
                           2005        2006      2007       2008                   2009                                                                                         2005             2006                               2007         2008         2009

                                                                                                                                                                                        Fixed Asset Rs Crore                                    Asset Turnover Ratio




                                      Employees at year end & Turnover Per employee                                                                                               Cement Production & Capacity Utilisation
                          10900                                                                                       1.50                                         25.0                                                                                                 110

                                                                                                                      1.30                                                                                                                        20.8         21.4
                                                                                                                                                                                                                                         19.9                           105
                          10400                                                                                                                                    20.0                          18.7
                                                                                                                      1.10




                                                                                                                                                                                                                                                                                                    Capacity Utilisation (%)
                                                          10032                                                                                                                                                                                                         100
        No. of Employee




                                                                                                                                                  Million Tonnes




                           9900                                                                   0.87                0.90
                                                                                                                                                                   15.0
                                                                                                                                Rs. Crore




                                                           0.73                    0.74                                                                                         12.9
                                                 0.63                              9557                               0.70                                                                                                                                              95
                           9400                                                                                       0.50                                         10.0          93                                                                93
                                      0.35                                                                                                                                                                                                91                    91      90
                                                9231                                                                                                                                              90
                                      9170                                                    8916                    0.30
                           8900                                                                                                                                     5.0
                                                                                                                                                                                                                                                                        85
                                                                                                                      0.10

                           8400                                                                                       -0.10                                          0                                                                                                  80
                                      2005      2006       2007                    2008       2009                                                                              2005             2006                                2007         2008        2009

                                              Number         Turnover per Employee                                                                                                          Cement Production                                     Utilisation (%)




                                                                                                           Dividend Per Share*
                                                                                              Earning Per Share and Dividend Payout Ratio**
                                                                                   90                                                                                                  86               41
                                                                                   80                                                       77                             36                           36
                                                                                              31                                                 31
                                                                                                                                                                                                             Dividend Payout Ratio (%)




                                                                                   70                                 66                                              65                    31          31
                                                                                   60                                      26
                                                                   Rs. Per Share




                                                                                                                                                                                                        26
                                                                    Rs. Crore




                                                                                   50
                                                                                                                                                                                                        21
                                                                                   40
                                                                                             30                                                                                                         16
                                                                                   30
                                                                                                                                                                                            23
                                                                                                                                                 20                        20                           11
                                                                                   20                                      15
                                                                                   10              8                                                                                                    6

                                                                                    0                                                                                                                   1
                                                                                             2005                     2006                  2007                      2008             2009

                                                                                                    EPS                    DPS*                            Dividend Payout Ratio %

                                                                     * Dividend Per Share (DPS) does not include Dividend Distribution Tax.
                                                                    ** Dividend Payout Ratio is calculated considering Dividend Distribution Tax.

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          Cost and Profit as a Percentage of Sales


                                     2009
                                                                   Profit Before Tax
                                                                   & Exceptional Items
                                                                   Rs. 2294 Crore
                                                                   (28%)
                                                                   Raw Material
                                                                   Rs. 892 Crore
                                                                   (11%)
                                                                   Power & Fuel
                                                                   Rs. 1540 Crore
                                                                   (19%)




                                                                                         2008
                                                                                                Profit Before Tax &
                                                                                                Exceptional Items
                                                                                                Rs. 1688 Crore
          Interest & Finance                                                                    (22%)
          Rs. 84 Crore
          (1%)                                                                                  Raw Material
                                                                                                Rs. 799 Crore
          Depreciation                                                                          (11%)
          Rs. 342 Crore                                                                         Power & Fuel
          (4%)                                                                                  Rs. 1599 Crore
                                                                                                (21%)
          Manufacturing &
          Other costs
          Rs. 3116 Crore
          (37%)




                                         Interest & Finance
                                         Rs. 40 Crore
                                         (1%)

                                         Depreciation
                                         Rs. 294 Crore
                                         (4%)

                                         Manufacturing &
                                         Other costs
                                         Rs. 3152 Crore
                                         (41%)


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        Honours & Felicitations




                                                                                       The year began well with ACC receiving the Jamnalal Bajaj
                                                                                       Uchit Vyavahar Puraskar for 2008 from the Council for Fair
                                                                                       Business Practices for practicing and promoting fair
                                                                                       business practices.

                                                                                       The Institute of Chartered Accountants of India (ICAI)
                                                                                       conferred on ACC its Gold Shield for being best in the ‘ICAI
                                                                                       Awards for Excellence in Financial Reporting for 2008’ under
                                                                                       the Category ‘Manufacturing and Trading Enterprises’. The
                                                                                       award signifies that the accounting policies followed by the
                                                                                       enterprise are adjudged the best amongst the enterprises
                                                                                       that participated in the competition on the basis of
                                                                                       compliance with accounting standards, statutory
                                                                                       guidelines and other relevant pronouncements.

                                                                                       There were other accolades, equally cherished and
                                                                                       rewarding, for achievements in safety, energy conservation,
                                                                                       mines safety and environment management.




          Indian Merchants’ Chamber Ramakrishna Bajaj National Quality Trophy 2009 (Manufacturing category) to ACC Gagal Indian Merchants’ Chamber
        Ramakrishna Bajaj National Quality Commendation Certificate 2009 (Manufacturing category) to ACC Sindri 8th Greentech Safety Award 2009 in
        Gold category in cement sector by Greentech Foundation to ACC Tikaria 10th Greentech Environment Excellence award, Gold category in cement
        sector to ACC Tikaria 8th Greentech Safety Gold Award in cement sector to ACC Jamul Srishti Good Green Governance Award by Srishti Publications
        to ACC Madukkarai International Safety Award 2008 by British Safety Council to ACC Gagal, Sindri and Tikaria State Safety Award for 2007 from
        Government of Orissa to ACC Bargarh Federation of Indian Mineral Industries (FIMI) National Environment Award to ACC Wadi Limestone Mines
          Safety Innovation Award 2009 by Institution of Engineers to ACC Wadi (Expansion Project)  National Award for Excellence in Water Management
        from Confederation of Indian Industry (CII) to ACC Wadi    Energy Conservation Award by Rajasthan Renewable Energy Corporation to ACC Lakheri
                                                                                                                                                          13
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          Building Testimonials


           Many of the country’s iconic structures that symbolize
           India’s progress have used ACC cement. Thus ACC
           participates, in a small but meaningful way, in the
           process of Nation Building through the supply of
           cement and concrete to mega structures that are
           proud testaments standing the test of time. From the
           legendary Bhakra Nangal dam and Mumbai’s Marine
           Drive to new age marvels such as the Delhi Metro,
           Bengaluru International Airport and others that reflect
           contemporary engineering excellence of ACC cement and
           Ready Mixed Concrete.

           We are even more proud of the simple residential and
           commercial structures built to accommodate everyday
           utilities in our smaller towns and rural areas including
           small but precious dream homes built with our cement to
           house India’s common man. We add to this list every day.
           It is this segment where ACC competes and wins over
           other brands.




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                                                                                                  PASSION


                                                Dedication and commitment - we care about everything we do.
                                                We care about our people, their safety and their development.
                                                We care about our customers and their success.
                                                We care about our world, in particular the communities we live and work in.
                                                We take pride in performing well and recognize and celebrate success.


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          Sustainable Development

                                                                 We believe in the Triple Bottom Line approach. Measuring
                                                                 our progress against this framework means balancing the
                                                                 pursuit of our economic prosperity together with
                                                                 maximising our contribution to the wellbeing and
                                                                 preservation of the planet and its people.

                                                                 Our basic objectives are conservation of mineral and
                                                                 energy resources, stricter environment management and
                                                                 promoting greener technologies. We have specific plans to
                                                                 reduce CO2 emissions through means such as upgrading
                                                                 our pollution control technology, usage of alternative fuels
                                                                 and raw materials and increasing the absorption of
                                                                 materials like fly ash and slag which reduce the clinker
                                                                 factor. Wind energy farms demonstrate our resolve to
                                                                 advance the use of renewable energy.




                                                                 Accepting the interdependence of all sections of society,
                                                                 our key consideration is focused on the community around
                                                                 our cement plants. We engage with these people through
                                                                 our own personnel and with advisory panels comprising
                                                                 representatives from the community with a view to
                                                                 improve the quality of their daily lives and to encourage
                                                                 opportunities that build skills and generate livelihoods.

                                                                 Our Public Private Partnerships to upgrade Government run
                                                                 Industrial Training Institutes (ITI) continue to be a thrust
                                                                 area with the objective of improving the quality of training
                                                                 leading to better employability of the ITI trainees.



     16
BOARD OF DIRECTORS                              MANAGING COMMITTEE                                CONTENTS
(As on February 4, 2010)
                                                Mr Sumit Banerjee                                 Introductory Profile........................... 1-16

Mr N S Sekhsaria                                Mr Ramit Budhraja                                 Performance Highlights .............. 10-12
Chairman                                        Mr Rajiv Prasad                                   Notice          ............................................17-20
                                                Mr Vivek Chawla                                   Directors’ Report and MDA                      .........21-31
Mr Paul Hugentobler                             Mr T N Tiwari                                     Annexures to Directors’ Report... 32-38
Deputy Chairman
                                                Mr Sunil Nayak                                    Corporate Governance                      ............ 39-63
Mr Sumit Banerjee                               Mr J DattaGupta                                   Financial Analysis/Highlights....... 64-70
Managing Director                               Mr Anand Shukla                                   Auditor’s Report    .........................71-73
                                                Mr Ravinder Mohan                                 Balance Sheet              .....................................74
Mr S M Palia                                    Mr Shakti Arora                                   Profit and Loss Account .........................75
Mr Naresh Chandra                                                                                 Cash Flow Statement        ......................76
Mr Markus Akermann                              COMPANY SECRETARY                                 Schedules –
Mr M L Narula                                   Mr Burjor D Nariman                               1 to 18   ..........................................77-105
Mr D K Mehrotra                                                                                   Balance Sheet Abstract and
Mr R A Shah                                     AUDITOR                                           Company’s General
Mr Shailesh Haribhakti                          S R Batliboi & Associates                         Business Profile                ............................106
Mr Kuldip Kaura                                                                                   Statement under
                                                COST AUDITOR                                      Section 212   ....................................107
AUDIT COMMITTEE                                 N I Mehta & Company                               Consolidated Financial
                                                                                                  Statements      ...........................108-136
Mr Shailesh Haribhakti, Chairman
                                                BANKERS                                           Accounts –
Mr S M Palia
                                                State Bank of India                               Subsidiary Companies
Mr Naresh Chandra
                                                Bank of Baroda                                    ACC Concrete Limited ................137-152
Mr Paul Hugentobler
                                                Bank of India                                     ACC Mineral Resources
SHAREHOLDERS’/INVESTORS’                        Central Bank of India                             Limited           ...................................153-162
GRIEVANCE COMMITTEE                             Canara Bank
                                                                                                  Bulk Cement Corporation
Mr Paul Hugentobler, Chairman                   State Bank of Hyderabad
                                                                                                  (India) Limited              .......................163-173
Mr M L Narula                                   State Bank of Bikaner & Jaipur
                                                                                                  Lucky Minmat Limited ...............174-187
Mr Sumit Banerjee                               Standard Chartered Bank
                                                Bank of America                                   National Limestone
COMPENSATION COMMITTEE                          Citibank, N.A.                                    Company Private Limited ..........188-199
Mr N S Sekhsaria, Chairman                      The Hongkong & Shanghai
Mr Paul Hugentobler                             Banking Corporation Limited
Mr Shailesh Haribhakti                          Industrial Development Bank of India Ltd
                                                HDFC Bank Limited
COMPLIANCE COMMITTEE                            ICICI Bank Limited
Mr R A Shah, Chairman
                                                REGISTERED OFFICE                                 ANNUAL GENERAL MEETING
Mr Naresh Chandra
                                                Cement House                                      On Thursday, April 8, 2010 at 3.00 p.m.
Mr Shailesh Haribhakti
                                                121 Maharshi Karve Road                           at Birla Matushri Sabhagar
Mr Paul Hugentobler                             Mumbai 400 020                                    19, Sir Vithaldas Thackersey Marg
Mr Sumit Banerjee                               Website: www.acclimited.com                       Mumbai 400 020



                         Members are requested to kindly bring their copies of the Annual Report to the Meeting.
NOTICE


NOTICE IS HEREBY GIVEN THAT TH E SEVENTY-FOURTH
NOTICE HEREBY
            EREB          HAT      SEVENTY-FOUR
                                     VENTY-FOU              8. To consider and, if thought fit, to pass with or
ANN
ANN UAL GENERAL MEETI NG OF ACC LIMITED will be
          GENER MEETI
              ERAL               AC LIMITED                    without modification, the following Resolution as a
held at Birla Matushri Sabhagar, 19, Sir Vithaldas             Special Resolution:-
Thackersey Marg, Mumbai 400020 on Thursday,                      “RESOLVED THAT in accordance with the provisions
April 8, 2010 at 3.00 p.m. to transact the following             of Sections 198, 309(4) and all other applicable
business:-                                                       provisions, if any, of the Companies Act, 1956 or
ORDINARY BUSIN ESS
ORDINARY BUSIN
  DINAR                                                          any statutory modification(s) or re-enactment
1. To receive and adopt the Audited Profit and Loss              thereof, the Articles of Association of the Company
   Account for the financial year ended December 31,             and subject to all applicable approval(s) as may be
   2009, the Balance Sheet as at that date and the               required, the consent of the Company be and is
   Report of the Directors and Auditors thereon.                 hereby accorded to the payment of commission for
                                                                 a period of five years commencing from 1st January
2. To declare a dividend.
                                                                 2010, to the Non-Executive Directors of the
3. To appoint a Director in place of Mr. S. M. Palia, who        Company as may be decided by the Board from time
   retires by rotation and is eligible for reappointment.        to time provided that the total commission payable
4. To appoint a Director in place of Mr. Naresh Chandra,         to the Non-Executive Directors per annum shall not
   who retires by rotation and is eligible for                   exceed one percent of the net profits of the
   reappointment.                                                Company for that year as computed in the manner
5. To appoint a Director in place of Mr. Shailesh                referred to under Section 198(1) of the Companies
   Haribhakti, who retires by rotation and is eligible           Act, 1956, with authority to the Board to determine
   for reappointment.                                            the manner and proportion in which the amount
                                                                 be distributed among the Non-Executive Directors.”
6. To appoint Messrs. S R Batliboi & Associates,
   Chartered Accountants, as Auditors of the Company        Notes:
   on such remuneration as agreed upon by the Board         a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
   of Directors and the Auditors, in addition to               MEETING IS ENTITLED TO APPOINT A PROXY TO
   reimbursement of service tax and all out of pocket          ATTEND AND VOTE INSTEAD OF HIMSELF AND A
   expenses incurred in connection with the audit of           PROXY NEED NOT BE A MEMBER.
   the Accounts of the Company for the year ending
   December 31, 2010.                                       b. The Register of Members and Share Transfer Books
                                                               of the Company shall remain closed from
SPECIAL BUSIN ESS
SPECIAL BUSIN
                                                               March 26, 2010 to April 8, 2010, both days inclusive.
7. To appoint a Director in place of Mr. Kuldip Kaura
                                                            c.   The Dividend, after declaration, will be paid to those
   who was appointed a Director of the Company with
                                                                 Members of the Company whose names stand on
   effect from October 28, 2009 in the casual vacancy
                                                                 the Register of Members on April 8, 2010. The
   on the Board caused by the resignation of Ms.
                                                                 dividend in respect of shares held in dematerialized
   Shikha Sharma and who holds office up to the date
                                                                 form in the Depository System, will be paid to the
   of the forthcoming Annual General Meeting of the
                                                                 beneficial owners of shares as on March 25, 2010,
   Company under Section 262 of the Companies Act,
                                                                 as per the list provided by the Depositories for this
   1956, but who is eligible for appointment and in
                                                                 purpose. The dividend will be payable on and from
   respect of whom the Company has received a notice
                                                                 April 13, 2010.
   in writing under the provisions of Section 257 of
   the Companies Act, 1956 from a Member proposing          d. The Securities and Exchange Board of India (SEBI)
   his candidature for the office of Director.                 has made it mandatory for all companies to use

                                                                                                                    17
     the bank account details furnished by the                      warrants to the Company or to write to the
     depositories for depositing dividends. As per the              Company in the matter to enable the Company to
     recent RBI guidelines, effective from September 30,            issue demand drafts in lieu thereof.
     2009, ECS credit will be moved completely on to
                                                               f.   The relative Explanatory Statement pursuant to
     the National Electronic Clearance System (NECS)
                                                                    Section 173 of the Companies Act, 1956, in respect
     platform, through the core banking system.
                                                                    of the business under Items 7 & 8 as set out above,
     Accordingly, dividend will be credited to the
                                                                    is annexed hereto.
     Members’ bank account through NECS, wherever
     complete core banking details are available with the      g. As per the provisions of the Companies Act, 1956,
     Company. In the event, any branch of a bank has              facility for making nominations is available to
     not migrated to the core banking system, or where            Members in respect of the shares held by them.
     the core banking account number is not furnished             Nomination forms can be obtained from the Share
     by the Members to its Depository Participant                 Department of the Company.
     wherever shares are held in electronic form or to
     the Company in case of physical shareholding, the                              By Order of the Board of Directors,
     Company will print the details available in its records                                          For ACC Limited
     on the dividend warrants to be issued to the
                                                                                                        B. D. Nariman
     Members. The Company is in compliance with SEBI’s
                                                                                                 Company Secretary &
     directive in this regard.
                                                                                                   Head – Compliance
e. During the current financial year 2010, the Company
                                                               Mumbai, February 4, 2010
   will be required to transfer to the Investor Education
   & Protection Fund, the unpaid/unclaimed dividend            Registered Office:
   for the year ended March 31, 2003. Those Members            “Cement House”,
   who have not encashed their warrants are                    121, Maharshi Karve Road,
   requested to immediately return the outdated                Mumbai 400 020




18
EXPLANATORY STATEMENT


The following Explanatory Statement, as required by              Meeting held on April 12, 2006, had approved the
Section 173 of the Companies Act, 1956, sets out all             payment of commission to the Non-Executive
material facts relating to the business under Items              Directors of the Company for a period of five years
7 & 8 mentioned in the accompanying Notice dated                 with effect from 1st January, 2006. As per Section
February 4, 2010.                                                309(7) of the said Act, the approval of the
2.   Item No 7: The Board of Directors has appointed             Members for the payment of commission to the
     Mr. Kuldip Kaura as a Director of the Company with          Non-Executive Directors is in force for a period of
     effect from October 28, 2009, in the casual vacancy         five years i.e. upto December 31, 2010.
     caused by the resignation of Ms. Shikha Sharma.       9.    Taking into consideration the current competitive
3.   Mr. Kuldip Kaura holds a degree in Mechanical               business environment, stringent accounting
     Engineering, BE (Hons.) from Birla Institute of             standards and corporate governance norms which
     Technology & Science, Pilani, and had also                  require considerably enhanced levels of decision
     attended various Executive Education                        making and vigilant corporate governance,
     Programmes at London Business School and                    thereby making the responsibilities of the
     Swedish Institute of Management, Stockholm. Mr.             Directors more onerous, it is proposed to continue
     Kaura has rich experience in leading businesses             the payment of commission to the Non-Executive
     and companies in diverse sectors such as power,             Directors of the Company. The Board of Directors
     natural resources, metals, mining etc. and has a            will determine each year, the specific amount to
     deep understanding of Corporate Governance,                 be paid as commission to the Non-Executive
     Brand Building and Sustainable Development in               Directors which shall not exceed 1% of the net
     India, U.K. and U.S. regulatory environment. He is          profits of the Company for that year, as computed
     presently Advisor with Vedanta Resources Plc.               in the manner referred to in Section 198(1) of the
                                                                 Companies Act, 1956.
4.   Under Section 262 of the Companies Act, 1956,
                                                           10.   The Members are requested to approve the
     Mr. Kuldip Kaura holds office as Director till the
                                                                 payment of commission to the Non-Executive
     date up to which Ms. Shikha Sharma, in whose
                                                                 Directors of the Company for a further period of
     place he has been appointed would have
                                                                 five years with effect from January 1, 2011. The
     otherwise held office viz. till the date of the
                                                                 payment of commission would be in addition to
     forthcoming Annual General Meeting of the
                                                                 the sitting fees payable for attending Board/
     Company. In view of Mr. Kuldip Kaura’s
                                                                 Committee Meetings.
     qualifications, his expertise and valuable
     experience, his appointment on the Board is in              All the Non-Executive Directors of the Company
     the interests of the Company.                               are interested in the Resolution set out at Item
                                                                 No. 8 of the accompanying Notice since it relates
5.   A Notice under Section 257 of the Companies Act,
                                                                 to their respective remuneration.
     1956, has been received from a Member signifying
     his intention to propose the appointment of Mr.                            By Order of the Board of Directors,
     Kuldip Kaura as Director of the Company.                                                     For ACC Limited
6.   The Board commends the above appointment and
     the relevant Resolution at Item 7 of the                                                       B. D. Nariman
     accompanying Notice.                                                                    Company Secretary &
7.   Mr. Kuldip Kaura is interested in the Resolution                                          Head – Compliance
     set out at Item 7 of the accompanying Notice,         Mumbai, February 4, 2010
     since it relates to his appointment.                  Registered Office:
8.             8:
     Item No 8 Pursuant to the provisions of Section       “Cement House”,
     309(4) of the Companies Act, 1956, the Members        121, Maharshi Karve Road,
     of the Company at the Seventieth Annual General       Mumbai 400 020

                                                                                                                 19
                                             Annexure
                                             Annexure to Items 3 to 5 & 7 of the Notice
               ectors
            Direc                    tment reappointment at
                               appointmen     eappointmen            orthc
                                                                    forthcoming     General
 Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting
                           (in pursuance of Clause 49 of the Listing Agreement)
                                                                     Agreement)
                                                                      greemen
Name of the                 Mr. S. M. Palia
                            Mr. S.    Palia              Mr. Naresh Chandra
                                                         Mr. Naresh Chandra           Mr. Shailesh Haribhakti Mr. Kuldip Kaura
                                                                                      Mr.                                 aura
                                                                                                              Mr. Kuldip Kaur
   ector
Direc
Director
Date of Birth               April 25, 1938               August 1, 1934               March 12, 1956           April 5, 1947
Nationality                 Indian                       Indian                       Indian                   Indian
Date of Appointment on 25.01.2002                        05.05.2004                   17.02.2006               28.10.2009
Board
Qualification               B.Com.; L.L.B.; CAIIB;       Post Graduate in             FCA; FICWA               Bachelor of Engineering
                            CIIB (London)                Mathematics from                                      in Mechanical Engineer-
                                                         Allahabad University;                                 ing (Honours) from Birla
                                                         Member - Indian                                       Institute of Technology
                                                         Administrative Services                               & Science, (Pilani);
                                                                                                               Continuous Executive
                                                                                                               Education including
                                                                                                               intervention at London
                                                                                                               Business School &
                                                                                                               Swedish Institute of
                                                                                                               Management, Stockholm
                                                                                                               and other reputable
                                                                                                               institutes
Shareholding in ACC         NIL                          NIL                          100                      NIL
List of Directorships held in Tata Steel Ltd.;           Hindustan Motors Ltd.;       Pantaloon Retail (India)  Sesa Goa Limited
other Companies               Gruh Finance Ltd.;         Bajaj Auto Ltd.;             Ltd.;
                              Saline Area Vitalisation   Balrampur Chinni Mills       Future Capital Holdings
                              Enterprises Ltd.;          Ltd.;                        Limited;
                              Tata Motors Ltd.;          Electrosteel Casting Ltd.;   Hexaware Technologies
                              AI Champdany Industries    AVTEC Limited;               Limited;
                              Ltd.;                      Cairn India Ltd.;            Akruti City Limited;
                              The Bombay Dyeing &        Gammon Infrastructure        Ambuja Cements
                              Mfg. Co. Ltd.              Projects Limited;            Limited;
                                                         Bajaj Finserv Limited;       Mahindra Lifespace
                                                                                      Developers Limited;
                                                         Bajaj Finance Holdings
                                                                                      Blue Star Limited;
                                                         Limited;
                                                                                      The Dhanalakshmi Bank
                                                         Ambuja Cements               Limited;
                                                         Limited;
                                                                                      J K Paper Limited;
                                                         EROS International
                                                         Media Ltd.;                  Kotak Mahindra
                                                                                      Trusteeship Services
                                                         Linde Engineering India      Limited;
                                                         Pvt. Ltd.;
                                                                                      Hercules Hoists Limited;
                                                         Vis Legis Consult Pvt.       Everest Kanto Cylinder
                                                         Ltd.;                        Limited;
                                                         G-4S Corporate Services      Raymond Limited;
                                                         (India) Pvt. Ltd.;           Morarjee Textiles Limited
                                                         Emerging Ventures India      (Alternate Director);
                                                         Pvt. Ltd.;                   Fortune Financial
                                                         Vedanta Resources, Plc       Services (India) Ltd.,
                                                         (U.K.);                      (Alternate Director);
                                                         International Crisis         BDO Consulting Private
                                                         Group, Brussels              Limited;
                                                         (Belgium);                   Advantage Moti India
                                                         Eros International Plc.      Private Limited;
                                                         (U.K.)                       Quadrum Solutions
                                                                                      Private Limited;
                                                                                      J M Financial Asset
                                                                                      Reconstruction Co.
                                                                                      Private Limited;
                                                                                      Milestone Ecofirst
                                                                                      Advisory Services (India)
                                                                                      Private Limited.




20
DIRECTORS’ REPORT & MANAGEMENT DISCUSSION AND ANALYSIS


TO TH E MEMBERS OF
            ERS
        MEMBER                                                 All of the above conditions had a favourable
    LIMITED
ACC LIMITED                                                    collective impact on overall profitability.

The Directors hereby present the Seventy Fourth Annual         ACC’s installed capacity rose to 26 million tonnes
Report together with the audited accounts, for the year        per annum at the close of the year as compared to
ended December 31, 2009. The Management Discussion             23 million tonnes at the end of 2008. The Company
and Analysis has also been incorporated into this report.      continued with its strict control over costs, while
                                                               taking proactive measures to conserve cash
   PRE MBLE
1. PREAMBLE - 2009
                                                               resources which are reflected in the fact that the
    The year 2009 would be marked as an important              Company has negative net financial debt even after
    year for the Indian cement industry. When the year         spending Rs. 1561 crores as capital expenditure.
    began, the Indian economy was in a recession                    LIGHTS
                                                                 IGHLIGHT        FORMANCE/EVENT
                                                                              PERFORMANCE/EVENTS
                                                            2. H IGHLIGHTS OF PERFORMANCE/EVENTS
    amidst the global slowdown that was still
                                                               •   Total consolidated income for the year 2009 was
    prevailing. The cement industry then faced the
                                                                   Rs. 8,725 crore, an increase of 9% as compared
    prospects of a substantial cement capacity addition
                                                                   to Rs. 7,974 crore in 2008.
    with no sign that demand would grow significantly.
    However, the forecasts were belied - demand was            •   Consolidated profit before exceptional items
    robust, capacity creation was delayed, cement plants           and tax for the year 2009 was Rs. 2,251 crore
    achieved higher capacity utilization and market                against Rs. 1,582 crore in the 2008, an increase
    prices were favourable. With commodity prices                  of 42%.
    including fuel remaining subdued, most cement
                                                               •   Consolidated profit after tax for the year 2009
    manufacturers were able to record good financial
                                                                   was Rs. 1,564 crore as against Rs. 1,100 crore in
    performances in 2009.
                                                                   2008, an increase of 42%.
    The cement industry posted a steady growth of              •   The expansion project of the Bargarh Plant was
    about 10.3% during the year under review. Overall              substantially completed during the year. The
    cement despatches in 2009 were approximately 195               satellite grinding units which were set up as a
    million tonnes, up from 177 million tonnes in 2008.            part of Wadi expansion programme at
    Growth was registered across all regions, led by               Thondebhavi in Chikballapur District and
    rapid developments in infrastructure and a stable              Kudithini in Bellary District in Karnataka were
    housing sector. The demand-supply scenario was                 also partly commissioned during the last
    generally at balance with high levels of capacity              quarter of 2009.
    utilization in most of the regions. In 2009, capacity
    additions of the order of 26.88 million tonnes went        •   There was substantial progress during the year
    on stream. There was some delay in the                         under review in the company’s on-going projects
    materialization of fresh capacity addition which               at Wadi and Chanda, which are slated for
    helped ease the pressure on selling prices. The                completion in the first half of 2010.
    industry’s cost profile improved on account of lower       •   Work was started on a project to set up a 2.5
    procurement prices of coal and other commodities.              MW wind energy farm in Maharashtra.

                                                                                                                 21
3. FINANCIAL RESULTS
     NANCIAL RESU
   FINANC     ESUL
                                                                                                             Consolidated                Standalone

                                                                                                                Rs Crore                  Rs Crore

                                                                                                            2009              2008       2009           2008

Sale of products and services (net of excise duty)
and other income .............................................................................           8725.41        7974.28       8268.31        7571.58
Profit after exceptional items and before tax ......................                                     2250.70        1624.82       2294.39        1736.60
Provision for Tax ................................................................................       (686.79)          (525.17)   (687.66)       (523.81)
Profit after Tax ...................................................................................     1563.91        1099.65       1606.73        1212.79
Balance brought forward from previous year .......................                                       2357.25           2057.37    2477.91        2064.89
Profit available for appropriations ............................................                         3921.16           3157.02    4084.64        3277.68
Appropriations :
Interim Dividend ...............................................................................          187.70            187.65     187.70         187.65
Proposed Dividend ...........................................................................             244.06            187.68     244.06         187.68
Dividend Distribution Tax .............................................................                    73.38             63.79      73.38          63.79
General Reserve .................................................................................         350.00            350.00     350.00         350.00
Debenture Redemption Reserve .................................................                             25.00             10.00      25.00          10.00
Previous Year Dividend ...................................................................                      -             0.02           -          0.02
Amortisation Reserves ....................................................................                  0.65              0.63       0.65           0.63
Balance carried forward to the next year’s account ..........                                            3040.37           2357.25    3203.85        2477.91

       DEND
   DIVIDEN
4. DIVIDEND                                                                                                 ONOMIC SCENAR AND OUT
                                                                                                          ECONO      ENARIO
                                                                                                       5. ECONOMIC SCENARIO AND OUTLO OK
       In August 2009, your Company had paid an interim                                                  After the global financial slowdown witnessed in
       dividend of Rs. 10 per equity share, involving an                                                 2008, culminating in the expensive bailout for banks
       outgo (including the dividend distribution tax) of                                                and insurance companies notably in USA, there has
       Rs. 219.60 crore. Your Directors are now pleased to                                               been a perceptible improvement in the outlook for
       recommend a final dividend of Rs. 13 per equity                                                   the global economy. The expansion of output in
       share of Rs. 10 each. The total dividend for the year                                             emerging market economies, particularly Asia, was
       2009 would accordingly be Rs. 23 per equity share                                                 the principal driver of this development. Trade is
       as against Rs. 20 per equity share for the year ended                                             recovering and financial market conditions are
       December 31, 2008.                                                                                improving. Notwithstanding the confidence exuded
       The total dividend outgo for the current fiscal would                                             by the financial sector, there are concerns that the
       amount to Rs. 505.14 crore, including dividend                                                    recovery may as yet be fragile, as the economies of
       distribution tax of Rs. 73.38 crore, as against                                                   developed countries, particularly USA, continue to
       Rs. 439.12 crore, including dividend distribution tax                                             lag with high unemployment, low consumer
       of Rs. 63.79 crore in the previous year.                                                          spending and depressed housing markets.

22
   The Indian economy fared better than most                   Government’s continued thrust on infrastructure
   developed economies, although its growth was a              and its stimulus packages to boost rural and other
   bit muted. The performance of the industrial sector         sectors are likely to accelerate construction activity.
   has markedly improved. Funding constraints eased            It is, therefore, expected that the demand for cement
   with ample liquidity and a benign interest regime           will grow steadily in the next few years. The demand
   prevailed during a major part of the year. Capital          from the individual house builder segment is also
   inflows revived as India became a preferred                 likely to remain strong. Consequently, we expect the
   destination for both portfolio and direct investment.       cement industry to maintain a steady growth
   The country is now exhibiting signs of resurgence,          impetus of 9 to 10% in 2010 and in the near future.
   despite contraction in exports and a subnormal
                                                                      BUSIN          FORMANC
                                                                                  PERFORMANCE AT GLANCE
                                                            7. CEMENT BUSIN ESS – PERFORMANCE AT A GLANCE
   monsoon in 2009. Government expects the GDP
   growth to be around 7% in the Financial Year 2009-                                              2009       2008 Change %

   2010, which is an improvement over the forecast of           Production-million tonnes         21.37       20.83         2.6
   6 - 6.5 % growth made in the beginning of the fiscal         Sales volume-million tonnes*      21.52      21.01          2.4
   year.                                                        Sales value – Rs crore          8027.19    7282.87         10.2
   However, there are still areas that cause concern.           EBITDA %                          32.3%      25.5%
   Agricultural output may decline as a result of the
                                                               * includes sale to ACC Concrete Limited and trading sales
   weak monsoon and inflationary pressures,
   particularly of food prices, could hamper growth         8. Y E AR   OF    BUI LDING
                                                                              BU I LDI NG              OR G A N I Z AT IONAL
                                                                                                       ORG NI ZA
   prospects for 2010. Bank credit growth continues                 ABI
                                                                 APAB LITI
                                                               CAPABI LITI ES
   to be sluggish. Government fiscal deficit is expected       Duirng the year under review, the Company
   to reach record levels. Nevertheless, the overall           focussed its attention on building organizational
   economic outlook is generally favourable, though            capabilities.
   mixed, with some concern of an escalating                   Several initiatives were taken to keep costs under
   inflationary pressure.                                      check and improve productivity thereby enhancing
          INDUST OUT       AND OPPOR
                                  ORT ITI
6. CEMENT INDUSTRY OUTLOOK AND OPPORTUNITIES                   cost competitiveness to help combat intense
                                                               competition emerging in the marketplace.
   In 2010, we expect additional capacity of about 70
   million tonnes to materialize, more than half of which      The Company aggressively pursued the utilization
   is coming up in South West India. Despite a growing         of alternative fuels.
   demand for cement, these capacity additions may             It leveraged on its surplus captive generation
   create surpluses in some parts of the country.              capability and maximized the sale of surplus power.
   The prices of major inputs for cement viz. coal, slag,      Steps were taken to usher in sales and marketing
   gypsum, fly ash and petroleum products have                 excellence, besides strengthening the dealer
   started rising, and are likely to harden in 2010            network. The Company adopted and assimilated a
   pushing up manufacturing and distribution costs.            series of best practices from Holcim that would
   The availability of the aforesaid raw materials also        prepare it to meet the demands of growth and
   continues to pose challenges. Supply of railway             competition.
   wagons is likely to worsen during the course of the         Your Company maximized cash generation by
   current year affecting cement despatches to some            reducing its working capital build-up and by
   markets.                                                    spending its capex budget judiciously.

                                                                                                                             23
9. ENERGY RESOURC ES
     ERG RESOU
   ENER    ESOUR                                             10. ALTERNATIVE FU ELS & RAW MATERIALS
                                                                      NAT
                                                                 ALTERNA     FU ELS            IALS
                                                                                      RA MA ERIAL

     Captive Power Plants
      aptive Pow Plants
              ower                                              The Company registered a substantial increase in
                                                                the usage of Alternative Fuels and Raw Materials
     Steam based Captive Power Plants (CPP) play a vital
                                                                (AFR) through the co-processing route. The major
     role in improving our cost competitiveness and
                                                                focus was on industrial wastes this year in addition
     providing quality power to our plants. In 2009, gross
                                                                to strengthening the on-going initiatives on
     generation of power by our CPPs was 1733 million
                                                                commodities and agro-wastes. This enabled the AFR
     kwh which was 14% higher than the gross
                                                                Business to record savings of Rs. 40.8 crores during
     generation of 1517 million kwh in 2008. This helped
                                                                the year as against Rs. 22.8 crores in 2008, marking
     increase the share of power from CPPs in total
                                                                an increase of 79%.
     power consumption for cement production, from
     64% in 2008 to 70% in 2009. The sale of surplus            The AFR business increased its portfolio and has
     power from CPP after meeting the requirements of           successfully co-processed 27 different types of
     cement plants increased three times, from 32               industrial waste streams at our plants. The clientele
     million kwh in 2008 to 113 million kwh in 2009.            of our Waste Management Services was widened
                                                                and agreements in this regard were signed with
     During the year under review, the Company
                                                                renowned companies from chemical, FMCG,
     commissioned one 15 MW CPP as a part of Bargarh
                                                                footwear, pharmaceuticals, food and beverages
     plant expansion. Additional captive power
                                                                sectors.
     generating capacity of 50 MW in Wadi, 15 MW in
     Bargarh and 25 MW in Chanda is scheduled to be          11. MODERN ISATION / EXPANSION / NEW PROJ ECTS
                                                                 MODER ISA
                                                                  ODERN            XPANSION NE PRO ECTS
                                                                                  EXP
     commissioned and stabilized in 2010. With this
                                                                A major part of the Bargarh expansion project was
     increased captive generation, we expect our
                                                                completed and the Vertical Roller Mill and Captive
     dependence on grid power to go down further.
                                                                Power Plant were commissioned during 2009. The
     Wind Power
           ower
          Pow                                                   next phase of the plant is expected to be
                                                                commissioned during the first quarter of 2010, after
     The wind farms in Tamil Nadu and Rajasthan
                                                                which the cement grinding capacity of Bargarh will
     performed well and generated 39 million Kwh of
                                                                stand enhanced to 2.1 million tonnes.
     power in 2009 against 27 million Kwh in 2008. The
     Company is setting up a 2.5 MW wind farm in                The first phase of the programme to increase the
     Maharashtra at a cost of about Rs. 13 crore which          cement grinding capacity by 3 million tonnes per
     is slated to be commissioned during March 2010.            annum of capacity in Karnataka was completed with
                                                                the launch of two new satellite grinding units. These
     Coal Washery
           ashery
                                                                are the Thondebhavi grinding plant in Chikballapur
     The Company installed and commissioned a coal              District near Bangalore with a capacity of 1.6 million
     washery in Jamul in September 2009 to address              tonnes per annum and the Kudithini grinding plant
     deterioration in the quality of indigenous coal. The       in Bellary District with a capacity of 1.1 million
     plant has since stabilized and washed coal obtained        tonnes per annum. The remaining phase of the New
     from this plant has shown a favourable impact on           Wadi Expansion Project for creation of additional
     the quality and cost of clinker. Encouraged by these       clinkering capacity in Karnataka, including
     results, the Company is commissioning a coal               additional captive power plants of 2 x 25 MW
     washery in the Bargarh plant in 2010.                      capacity, are expected to be completed by mid 2010.

24
   The new clinkering line at Chanda in Maharashtra          plants crossed 30 years of successful operation and
   and a new 25 MW captive power plant, being built          is valid until February 2011.
   at a cost of around Rs. 1450 crores is expected to
                                                             The contract with Mugher Cement Enterprises,
   be completed by the third quarter of 2010 and this
                                                             Ethiopia, an Ethiopian Government enterprise for
   will increase the cement grinding capacity by 3
                                                             providing project engineering and consultancy
   MTPA.
                                                             services for setting up a 3000 TPD greenfield
   The total installed capacity of ACC stood at 26           clinkering line, along with a satellite grinding and
   million tonnes as on January 1, 2010. After               packing plant, is progressing satisfactorily and is
   completion of the Chanda and the Wadi expansion           being renewed till December 2010.
   projects, ACC’s installed capacity would reach 30.5
                                                                  RP RA        SOC        ESPONSI
                                                                                        RESP
                                                          14. C O R P O R AT E SO C IAL R ESP ONSI B I LITY      &
   MTPA by December 2010.
                                                              SUSTAINABLE DEVELOPMENT
                                                                       NABLE
                                                              SUSTAINAB DEVELOPMENT
                                                                                VELOP
        ISITIONS
    ACQUISIT
12. ACQUISITIONS                                             The Company released a web update for the year
                                                             2008 to its first Sustainable Development (SD)
   With a view to enhance its limestone reserves in
                                                             Report published in the preceding year. The year saw
   Rajasthan, the Company acquired a 100% equity
                                                             a continued thrust to deepen SD participation across
   stake in National Limestone Company Private
                                                             different functions and plants of the organisation.
   Limited (NLCPL) making it a wholly owned
   subsidiary of your Company. NLCPL has limestone           As regards Corporate Social Responsibility (CSR), the
   leases and reserves in Sikar District in Rajasthan.       Company continued to engage with the local
                                                             community around its operations, with a view to
   Your Company also acquired 100% equity stake in
                                                             consolidating its trust by encouraging active
   Encore Cements & Additives Private Limited (ECAPL).
                                                             involvement of the community in various
   Consequently, ECAPL has become a wholly owned
                                                             development and welfare schemes. Each of our
   subsidiary of your Company with effect from
                                                             plants has now formulated its own CSR policy and
   January 28, 2010. ECAPL has a slag grinding unit in
                                                             strategy based on site requirements, keeping in line
   Visakhapatnam, which will help ACC strengthen its
                                                             with the corporate CSR policy and execution
   market presence in coastal Andhra Pradesh.
                                                             strategy.
   Your Company entered into an agreement with the
                                                             An important approach used in this regard was the
   promoters of Asian Concrete & Cement Private Ltd.
                                                             creation of Community Advisory Panels, comprising
   (Asian Cement) to acquire a 45% equity stake in
                                                             groups of local residents, and the use of these panels
   that company. This transaction would be concluded
                                                             to promote larger involvement of the local
   in the first quarter of 2010. Asian Cement has a 0.3
                                                             communities in the development of their respective
   million tonne cement grinding plant in the Solan
                                                             villages. The panels play a major role in finalizing
   District of Himachal Pradesh, and is in the process
                                                             the execution strategy for community programmes
   of setting up an additional 1 million tonne grinding
                                                             at each plant location. Involving the local
   facility adjacent to the existing plant.
                                                             community in the execution of their own
     VERSE
        SEA BUSIN
13. OVERSEAS BUSIN ESS                                       development process, in this manner, ensures its
                                                             sustainability which in turn secures a common
   The contract with Yanbu Cement Company, Saudi             thread of trust from the community towards the
   Arabia, for management and operation of its cement        Company.

                                                                                                                25
     ACC’s Public Private Partnership (PPP), for the          16. HUMAN RESOURC ES
                                                                  HU     ESOUR
                                                                        RESOU
     upgradation of seven Government run Industrial              In 2009, ACC launched several new programmes and
     Training Institutes (ITI’s), continued to be a thrust       strengthened existing Human Resource Processes
     area with the objective of improving the quality of         that favourably impacted its employees, judging by
     training, leading to better employability of these ITI      the results of an annual survey of Employees.
     trainees.
                                                                                    ommunication
                                                                          Employ Communica
                                                                 Enabling Employee Communication
     During the year 2009, various processes were set
                                                                 The “Accelerate” Portal for employees which was
     up to measure the performance of these ITIs and
                                                                 introduced in 2008 to a small group of employees
     also capability building workshops were organized,
                                                                 was well received and found to facilitate employee
     with the objective of making the partnered ITI’s into
                                                                 communication across levels and locations on a
     Centres of Excellence. The workshops were attended
                           .
                                                                 wide variety of issues. Encouraged by this, the
     by the principals of these ITI’s, along with a
                                                                 Company went on to launch the portal in Hindi with
     coordinator from ACC, to help improve the course
                                                                 access provided to all employees through kiosks
     curriculum of these ITI’s.
                                                                 installed at all locations. In the next step, the portal
    OCCUP        HEALT    SAFETY (OH&S)
15. OCCUPATIONAL HEALTH & SAFETY (OH&S)                          will be simultaneously offered in major regional
     Special emphasis was placed on Occupational                 languages. This platform is also being deployed for
     Health and Safety. Many significant initiatives were        employee self-service facilities.
     undertaken during the year, to improve safety               Strategic Talent Management (STM)
                                                                 Stra       alent Management (ST
     standards and to make the organization a safe place         A transparent and efficient system for managing
     to work. A series of actions were defined to secure         talent has been conceptualized and is under
     a sea change in the management of OH&S at an                implementation. The new Strategic Talent
     operational level through the OH&S Transformation           Management programme will help create a
     Plan, which was developed by integrating actions            blueprint for development of talent in the
     from various sites. The objective was to institute          organization by introducing effective measures to
     actions that target all critical activities and to          identify companywide talent, build adequate
     accelerate implementation of the OH&S standards             strength for future needs through succession
     related to such activities.                                 planning for critical positions while creating a
     In order to bring in significant improvement in             healthy balance between internal and external
     managing the safety of contract workmen in our              talent in the organization.
     operations, a major initiative called “Suraksha                                              tives
                                                                                 Management initiativ for
                                                                 Special Change Management initiatives for Shop
     Bandhan” was launched. The key areas of focus in                  Associates
                                                                 Floor Associates
     this initiative are the implementation of advanced
                                                                 During the year under review, ACC launched a
     safety management standards and processes,
                                                                 number of transformation initiatives that involve
     improved contractor safety management
                                                                 shop floor associates and was directed at developing
     capabilities, building skills of contractors’
                                                                 greater team working skills amongst them and
     supervisors and workmen and a zero tolerance for
                                                                 overall manufacturing excellence.
     violations. The initiative is significant as it
     demonstrates ACC’s commitment to its OH&S vision            Innov       Ex
                                                                 Innovate To Excel
     of “No Harm anywhere to anyone associated with              This is a special platform to encourage change and
     ACC”.                                                       innovation at the workplace. Cross functional teams

26
   across various plants, sales units and functional         Details of the Employees’ Stock Option Scheme, as
   departments are encouraged to work on an                  required under the SEBI guidelines, are set out in
   innovative idea/project. The teams then compete           Annexure ‘C’ to the Directors’ Report.
   at unit and regional levels and finally the winning
                                                                       OSITS
                                                                    DEPOSIT
                                                          19. FIXED DEPOSITS
   teams participate in a competitive presentation of
   their project at the corporate level.                     Your Company had discontinued its fixed deposit
                                                             schemes in the financial year 2001-2002, and as on
   Employ Learning       Development
   Employee Learning and Development
                                                             December 31, 2009, the total amount of fixed
   The Company continues to place great emphasis on          deposits matured and remaining unclaimed was Rs.
   enhancement of skills and capabilities of its             17.53 lakhs.
   employees and on imparting required training for
                                                                 FORMANC
                                                              PERFORMANCE    SUBSIDIARY COMPAN
                                                                               BSIDIAR      ANI
                                                          20. PERFORMANCE OF SUBSIDIARY COMPANI ES
   meeting customers’ requirements. This includes
   internal and external training workshops, courses         20.1 ACC Concrete Limited
                                                                       oncrete
                                                                      Concr
   and seminars. The training process has been
                                                                  Ready Mixed Concrete (RMX) business
   designed to suit the specific needs of the Company
                                                                  remains a strategically important channel for
   and also attain all round employee development
                                                                  cement, which the Company will continue to
   and growth. Through the ACC Academy at Thane,
                                                                  strengthen. In 2009, this wholly owned
   ACC Cement Technology Institute at Jamul and the
                                                                  subsidiary company, managed the challenges
   Sumant Moolgaonkar Technical Institute at Kymore,
                                                                  of a slowdown in the RMX market which was
   various training programmes were continued to be
                                                                  due to reduced demand from the real-estate
   imparted to improve the skill sets of employees and
                                                                  sector in the main metros and cities, where
   enhance the technical talent pool of the Company.
                                                                  most of the Company’s RMX plants are
   Employee Relations were cordial across all Plants              located. During this period, the Company
   and offices of ACC during the year.                            focused on consolidation of its existing
                                                                  facilities, by seeking to grow volumes from
      NANCE
    FINANC
17. FINANCE                                                       the existing capacity as well as from dedicated
   Your Company retained its “AAA” rating by CRISIL               on-site project solutions.
   for its long-term non-convertible debenture and                The numbers of available operating plants
   bank loan for working capital. In October 2009, your           increased to 44, from 38 in 2008, as
   Company borrowed Rs. 300 crore through non-                    committed capital projects were completed
   convertible debentures having a five-year maturity             and dedicated site, plants and collaboration
   at an all inclusive cost of 8.45% per annum.                   opportunities were realised.
   As on 31st December, 2009, the Company’s debt                  Sales volumes in 2009 grew by 6.5% with
   equity ratio stood at a comfortable level of 0.09:1.           turnover decreasing marginally to Rs. 513
                                                                  crore from Rs. 515 crore, due to market
           APITAL
    SHARE CAPIT
18. SHARE CAPITAL
                                                                  pressure on selling prices. Raw material unit
   During the year, the Company allotted 58,473 equity            prices also increased in 2009, but these were
   shares of the face value of Rs. 10/- each,                     more than compensated by better mixed
   consequent to the exercising of Stock Options by               design optimisation resulting in an overall
   its employees.                                                 reduction in the specific raw material costs.

                                                                                                              27
          EBITDA losses of this business were                       purpose vehicle for our coal ventures. AMRL
          considerably reduced by 65%, from Rs. 74                  has signed agreements with Madhya Pradesh
          crore to Rs. 26 crore, through systematic                 State Mining Corporation Limited for the
          management of overhead costs and                          development of four coal blocks through four
          productivity.                                             associate companies. which have since been
                                                                    incorporated.
          ACC Concrete Limited is well placed to grow
          and add value to the group, going forward as                         tements
                                                                    Audited Statemen          ounts
                                                                                           accoun
                                                               20.6 Audited Statements of accounts of the
          the market regains momentum, as a result of                      y’s
                                                                     ompany’
                                                                    Company’s subsidiaries
          Government’s infrastructure programme and                 As required under Section 212 of the
          renewed confidence in the real estate sector.             Companies Act 1956, the audited statements
                  ement orpora
                Cemen Corpor
     20.2 Bulk Cement Corporation (India) Limited                   of accounts, along with the report of the
          (BCC
          (BCC I)                                                   Board of Directors relating to the Company’s
                                                                    subsidiaries viz. ACC Concrete Limited, Bulk
          ACC holds 94.65% of the equity of this                    Cement Corporation (India) Limited, Lucky
          Company. BCCI handled 8.15 lakh tonnes of                 Minmat Limited, National Limestone
          bulk cement during the year, as compared to               Company Private Limited and ACC Mineral
          7.60 lakh tonnes in the previous year. The loss           Resources Limited, together with the
          for the year 2009, increased to Rs 1.08 crore             respective Auditors’ Reports thereon for the
          from Rs 0.53 Crore in the previous year, mainly           year ended December 31, 2009 are annexed.
          due to a reduction in railway freight rebate.
                                                                       ORS
                                                                DIRECTOR
                                                            21. DIR ECTORS
          Lucky Minmat
     20.3 Lucky Minmat Limited
                                                               Dr. Nirmalya Kumar, who was appointed on the
          This wholly owned subsidiary company was             Board of Directors with effect from January 24,
          fully operational during the year 2009 and the       2006, resigned as Director with effect from January
          total limestone production for the year was          9, 2009. The Board has placed on record its warm
          1.10 lakh tonnes. The company has incurred           appreciation of the valuable services rendered by
          a loss of Rs. 15.43 lakh for the year 2009, as       Dr. Nirmalya Kumar during his tenure as Director of
          compared to a loss of Rs. 22.23 lakh for the         the Company.
          previous year.
                                                               Ms. Shikha Sharma, who was appointed on the
            ational            Compan Priva
                                 ompany
     20.4 N a tional Limestone C ompan y Priv a t e            Board of Directors with effect from December 13,
          Limited                                              2006, resigned as Director with effect from May 29,
                                                               2009, consequent upon her appointment as
          This wholly owned subsidiary company was
                                                               Managing Director & CEO of Axis Bank. The Board
          acquired in April 2009. The company has
                                                               has placed on record its warm appreciation of the
          incurred a loss of Rs. 6 lakh for the year. The
                                                               valuable services rendered by Ms. Shikha Sharma,
          operations are to commence in 2010.
                                                               during her tenure as Director of the Company.
     20.5 ACC Mineral Resources Limited (AMRL)
              Mineral Resour
                       esources           MRL)
                                        (AMR
                                                               Mr. Onne van der Weijde, who was appointed on
          Formerly known as The Cement Marketing               the Board of Directors with effect from January 9,
          Company of India Limited, ACC Mineral                2009, resigned as Director with effect from October
          Resources Limited (AMRL) is a wholly owned           24, 2009. The Board has placed on record its warm
          subsidiary that now serves as a special              appreciation of the valuable services rendered by

28
    Mr. Onne van der Weijde during his tenure as             rolling exercise, with a consistent annual review at
    Director of the Company.                                 the regional level and at the corporate level, to
                                                             examine and evaluate risks and opportunities. A
    Mr. Kuldip Kaura has been appointed as an
                                                             detailed mind mapping of the risks is carried out,
    Independent Director in the casual vacancy caused
                                                             so as to identify the root cause of the particular
    by the resignation of Ms. Shikha Sharma, with effect
                                                             risk, to enable the Management to take effective
    from October 28, 2009. He holds office upto the
                                                             steps to address / mitigate such risks. The risks are
    date of the ensuing Annual General Meeting of
                                                             plotted on a likelihood matrix and then integrated
    the Company. Accordingly, his appointment as a
                                                             into the annual business plans as well as the audit
    Director has been included in the Notice convening
                                                             plan of the Company, as relevant.
    the Annual General Meeting.
                                                             The following is an analysis of the Company’s key
    In accordance with the provisions of the Companies
                                                             business risks and mitigation plans:
    Act, 1956, and in terms of the Memorandum and
    Articles of Association of the Company, Mr. S. M.        Fuels Risks
                                                                   Risks
    Palia, Mr. Naresh Chandra and Mr. Shailesh
                                                             Your Company is a major consumer of coal for
    Haribhakti retire by rotation and are eligible for
                                                             producing cement at various locations. The release
    reappointment.
                                                             of coal and allocation of quantities of coal, are
        TE RNAL CONTONTR     SY        MS             IR
22. I N T E R NAL C ONT R OL S Y S T E M S AN D T H E I R    entirely dependent upon the demand from all
    ADEQUA
    ADEQUACY                                                 sectors and is in control of the Government of India.
                                                             To ensure the timely availability of coal, your
    The Internal Audit Department functions
                                                             Company has taken steps to acquire coal blocks, to
    independently, monitors and evaluates the efficacy
                                                             enter into medium term firm contracts and also to
    and adequacy of internal control systems in the
                                                             the possibility of using alternate fuels in place of
    Company, and their compliance with operating
                                                             coal.
    systems, accounting procedures and policies at all
    the Company’s locations, including its subsidiaries.       ojects
                                                             Projec Risks
                                                             Projects Risks
    Every quarter, the Audit Committee of the Board is
                                                             Your Company is executing large CAPEX projects to
    presented with the audit findings and connected
                                                             set up new cement manufacturing facilities, where
    issues, if any, together with an implementation
                                                             the Company is exposed to risks of timely
    tracker which highlights management action taken
                                                             completion and cost competitiveness. ACC has
    on past audit issues.
                                                             initiated semi-turnkey projects approach to reduce
    Your Company has also implemented a well-                the time and costs for completion of large projects
    structured Internal Control System (ICS) and the         and has also restructured the project organisation.
    internal and external audit periodically tests all the
                                                             Compliance Risks
                                                                        Risks
    defined controls to ensure full compliance.
                                                             Your Company is exposed to significant risks due to
    BUSIN           ANAGEMENT
              RISK MANA
23. BUSIN ESS RISK MANAGEMENT
                                                             non-compliance with various statutes and
    Your Company has implemented a Business Risk             regulations including Competition Act. The
    Management (BRM) process that systematically             Company is mitigating these risks through regular
    identifies risks and opportunities. The BRM process      reviews of legal compliance, through internal as well
    supports the Managing Committee in strategic             as external compliance audits and training to
    decision making. The process is robust and is a          relevant employees. The Company has set up the

                                                                                                               29
     processes to mitigate the environmental compliance         a very singular position to value creation. The
     risks such as investments in pollution abatement           Company’s operations are guided and aligned
     equipment, monitoring of ambient air quality, and          towards maximizing shareholder value. New
     construction of environmental labs.                        projects for capacity expansion and cost reduction
                                                                exercises are continuously taken up to achieve
     People risks
            risks
                                                                growth in sales and improvement in profitability.
     Retaining the existing talent pool and attracting
                                                                        ORS’ ESPONSI
                                                                 DIRECTOR RESPONSIB LITI
                                                             26. DIR ECTORS’ RESPONSIB I LITI ES
     new manpower are major risks in this respect. The
     Company has initiated various measures such as             To the best of their knowledge and belief and
     rollout of strategic talent management system and          according to the information and explanations
     integration of learning activities in order to retain      obtained by them, your Directors make the
     talent.                                                    following statement in terms of Section 217(2AA)
                                                                of the Companies Act, 1956:
     The above key risks, along with all other risks and
                                                                a) that in the preparation of the annual accounts
     their mitigation plans as well as opportunities
                                                                   for the year ended December 31, 2009, the
     assessed by the Management, are built into the
                                                                   applicable accounting standards have been
     rolling business plans of the Company.
                                                                   followed along with proper explanation relating
    AWARDS
24. AWARDS                                                         to material departures, if any,
     The Council for Fair Business Practices (CFBP)             b) that such accounting policies as mentioned in
     conferred on ACC Limited, the 2008 Jamnalal Bajaj             Note 1 of the Notes to the Accounts have been
     Award for Fair Business Practices in the category,            selected and applied consistently, and
     Large Manufacturing Enterprises. The citation states          judgments and estimates have been made that
     that the award is an acknowledgement of ACC’s                 are reasonable and prudent so as to give a true
     commitment towards customer satisfaction and                  and fair view of the state of affairs of the
     communication, employee motivation, environment               Company as on December 31, 2009, and of the
     protection, CSR, legal compliance and its business            profit of the Company for the year ended on
     practices that ensure sustainable development and             that date,
     promote social equity.
                                                                c) that proper and sufficient care has been taken
     Your Directors have pleasure in informing that the            for the maintenance of adequate accounting
     Company’s Annual Report and Accounts for the year             records, in accordance with the provisions of the
     2008 has been adjudged winner of the Gold Shield              Companies Act, 1956, for safeguarding the
     in the category, Manufacturing and Trading                    assets of the Company and for preventing and
     Enterprises by The Institute of Chartered                     detecting fraud and other irregularities,
     Accountants of India. Winning this coveted award           d) the annual accounts have been prepared on a
     is a testament to your Company’s prudent                      going concern basis.
     accounting practices, quality of financial statements
                                                             27. AU DIT & ACCOUNTS
                                                                 AU       AC OUNT
                                                                               NTS
     and the transparency and fair disclosure of
     information to all stakeholders.                           The Company’s Auditors M/s S R Batliboi &
                                                                Associates, Chartered Accountants, who retire at the
25. ENHANCI NG SHAREHOLDER VALU E
      HANCI
    ENHANC     SHAREHOLDER ALU
                                                                ensuing Annual General Meeting are eligible for
     The Company’s strategic vision statement accords           reappointment. They have confirmed their eligibility

30
   under Sec. 224 of the Companies Act, 1956 for              (Disclosure of Particulars in the Report of the Board
   reappointment as auditors of the Company.                  of Directors) Rules, 1988, are given in Annexure ‘A’ to
   As per the requirement of the Central Government           the Directors’ Report.
   and pursuant to Sec 233B of the Companies Act,              PAR ICULAR
                                                                ART   LARS    EMPLO
                                                           32. PARTICULARS OF EMPLOYEES
   1956, your Company carries out an audit of cost            Information in accordance with the provisions of
   records relating to cement every year. Subject to the      Section 217(2A) of the Companies Act, 1956, read
   approval of the Central Government, the Company            with the Companies (Particulars of Employees) Rules
   has appointed M/s N I Mehta & Co. to audit the             1975 as amended, regarding employees is given in
   cost accounts for the financial year 2009.                 Annexure ‘B’ to the Directors’ Report.
         REVIE
28. PEER REVIEW                                                ACKNOWLEDGEMENT
                                                           33. AC KNOWLEDGEMENT
   During the year, the Company received a letter from        Your Directors would like to acknowledge and place
   Securities and Exchange Board of India (SEBI),             on record their sincere appreciation of all
   informing that a peer review would be undertaken           stakeholders – shareholders, banks, dealers, vendors
   in respect of the “Limited Review” undertaken by           and other business partners for the excellent
   the Statutory Auditors for the third quarter of the        support received from them during the year. Your
   financial year 2009 and the Audited Statement of           Directors recognize and appreciate the efforts and
   Accounts for the year ended December 31, 2008.             hard work of all the employees of the Company and
   Pursuant thereto, BSR & Co., Chartered Accountants         their continued contribution to its progress.
   conducted the aforesaid peer review.                        CA IONARY ST
                                                           34. CAUTIONARY STATEMENT
     ORP        VERNANC
    COR ORA GOVERNANCE
29. CORPORATE GOVERNANCE                                      Statements in the Directors’ Report and the
   As per Clause 49 of the Listing Agreement with the         Management Discussion & Analysis describing the
   Stock Exchanges, a separate section on corporate           Company’s objectives, expectations or forecasts may
   governance practices followed by the Company,              be forward-looking within the meaning of applicable
   together with a certificate from the Company’s             securities laws and regulations. Actual results may
   Auditors confirming compliance, is set out in the          differ materially from those expressed in the
   Annexure forming part of this report.                      statement. Important factors that could influence the
30. CONSOLIDATED FINANCIAL STATEMENTS
    CONSOLI
     ONSOLID     FINANC
                   NANCIAL ST EMENTS                          Company’s operations include global and domestic
                                                              demand and supply conditions affecting selling prices
   The Consolidated Financial Statements prepared in
                                                              of finished goods, input availability and prices,
   accordance with Accounting Standard AS21 –
                                                              changes in government regulations, tax laws,
   Consolidated Financial Statements of the Group
                                                              economic developments within the country and other
   form part of this report. The net worth of the Group
                                                              factors such as litigation and industrial relations.
   as on December 31, 2009 is Rs. 5868.97 crore as
   against Rs. 4823.12 crore, as at the end of the
                                                                                   For and on behalf of the Board,
   previous year.
      ERG
    ENER     ECH NOLO     FOREIGN EX
31. ENERGY, TECH NOLOGY & FOREIGN EXC HANGE                                                           N S Sekhsaria
   The particulars of conservation of energy, technology                                                 Chairman
   absorption and foreign exchange earnings and outgo      Mumbai, February 4, 2010
   in accordance with the provisions of Sec 217(1)(e) of
   the Companies Act, 1956, read with the Companies

                                                                                                                  31
                                                            ANNEXURE ‘A’ TO DIRECTORS’ REPORT (Para 31)


Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988.
A:   CONSERVATION OF EN ERGY
      ONSERV            ERG
                     ENER
(a) Energ y conservation and efficiency improvement measures were undertaken in various areas of the cement plants:
             onserv
    Energ conser             efficiency impro ement measures wer undertak
                                                              ere      taken    various areas        cement plants:
     •   Optimisation of crusher resulting in operation of one crusher to cater to requirement of two raw mills, thereby stopping
         the other crusher at Kymore plant.
     •   Replacement of higher KW motors by optimum capacity energy efficient motors and commissioning of Variable Voltage
         Variable Frequency Drives (VVVFD) for various applications across ACC plants.
     •   Use Grid Rotor Resistance control for speed, thereby eliminating damper control of SEPEX FAN at Bargarh and Kymore
         plants.
     •   Replacement of raw mill main drive with high efficiency motor at Gagal plant.
     •   Installation of new screw compressor to replace multiple reciprocating compressors. Installation of microprocessor based
         multi-step automation control for various reciprocating compressors to optimise the operating pressure within narrow
         band at Gagal plant.
     •   Installation of automatic maximum demand controller with Time of Day settings to limit the peak demand to permissible
         limits at Bargarh plant.
     •   Conversion of pneumatic conveying to mechanical conveying for 6 cement mills at Jamul plant.
     •   ACC Cement House was renovated into a Green Building with many energy saving initiatives, which has reduced the air
         conditioning as well as lighting load. The project has been registered under the Leadership in Energy and Environmental
         Design (New Construction & Major renovation category) under Indian Green Building Council (IGBC), and will be India’s
         first ‘renovated green building’. Apart from being a Green Building Project, Cement House Mumbai has been also awarded
         highest rating of “Five Star” by Bureau of Energy Efficiency, Government of India.
     •   Various initiatives were taken at Thane complex to reduce electricity consumption, like installation of energy savers for air
         conditioners, regulations on operating time for the air conditioners etc.
     •   Energy Audit was conducted at Jamul, Gagal and Tikaria plants and compressed air audit was conducted for Lakheri, Wadi,
         Kymore and Bargarh plants.
     •   Capacitor banks were installed at Motor Control Centre’s (MCC’s), Power Ccntrol Centre’s (PCC), and individual loads across
         all ACC plants to improve the power factor.
     Green power –
     Green power
     •   The Wind Farm installed at Rajasthan generated 14.04 million units of green energy during 2009 as compared to 3.78
         million units generated during 2008.
     •   The Wind Farm installed at Tamilnadu generated 25.3 million units of green energy during 2009 as compared to 23.4
         million units generated during 2008.
     Alternative fuels –
            tive
     Alternativ
     In 2009 the Alternative Fuels and Raw Materials business has recorded savings of Rs. 40.8 Crores as against Rs. 22.8 Crores in
     2008. This was achieved by co-processing 77,800 tonnes of Industrial waste as compared to 12,900 tonnes in 2008.
               Proposals                                 onserv
                               implemented for further conser           energ
(b) Additional Proposals being implemented for fur ther conservation of energ y
     •   Installation of Programmable Logic Controller (PLC) system and closed circuiting of cement mill is in progress at Damodhar
         plant.
     •   At Gagal, Waste Heat Recovery Boiler is planned during 2010 to supplement the Grid Power.
     •   Installation of VVVFD’s are planned for additional drives identified during 2009 across ACC plants.


32
    Impact                            eduction
                  abov measures for reduc         energ consumption       consequen impact
                                                                           onsequent           cost      oduction
                                                                                                       produc
(c) Impact of the above measures for reduction of energ y consumption and consequent impact on cost of production -
      The measures stated in points (a) and (b) above would further improve the thermal and electrical energy efficiency of the
      Plants. Year 2009 saw a reduction of 2.45% in Electrical Energy over 2008.


                                                                Form A
                                                 Power and Fuel Consumption
                                                  ower     Fuel Consumption

                                                              Current Year                                      Previous Year
                                                    Lakh         Total Cost     Rs. Per              Lakh           Total Cost           Rs. Per
                                            Units(Kwh)@          (Rs Lakhs)       Unit         Units(Kwh)           (Rs Lakhs)             Unit
1. Electricity
      a)   Purchased                                   5840            21971       3.76              6812               25868              3.80
      b)   Own Generation
           i)    Through DG                              45              723     16.01                    129            1294             10.00
           ii)   Through Steam
                 Turbine/Generator*                   17721            43874       2.48             15437               47627              3.09


                                                       Current Year                                        Previous Year
                                           Quantity       Total Cost     Average Rate          Quantity          Total Cost     Average Rate
                                      (Lakh Tonnes)      (Rs. Lakhs)       (Rs./Tonne)    (Lakh Tonnes)         (Rs. Lakhs)       (Rs./Tonne)
2. Coal (for Kiln)**                         22.44            86430              3852            22.89              84628                3697

* Includes WTG generation
** Does not include other fuel/alternative fuels used in Kiln
Above are at gross level


                                                       Consumption Per Unit of Production
                                                                   Per           oduction
                                                                               Produc

                                                              @ Standard                   Current Year               Previous Year
 a)    Electricity Kwh/T *
       Cement
       Wet Process                                                 89-105
       Semidry / Dry process                                       98-110                           85                             87
 b)    Furnace Oil KLtrs/T
       Cement                                                             -                           -                              -
 c)    Coal for Kiln
       K.cal/Kg of clinker
       Wet process                                                     1350
       Semidry / Dry process                                     720-990                           746                            754

@ Source: Publication of Confederation of Indian Industries
* Excludes non-process power consumption



                                                                                                                                             33
     ECH NOLO   ABSORP
(B) TECH NOLOGY ABSORPTION
      esearch   Development
     Research & Development
     1.            areas                                       ompany
                                                              Compan
          Specific areas in which R & D is carried out by the Company
          a)   Improving quality of blended cement through innovative process utilizing industrial by-products
          b)   Conservation of resources through use of low-grade limestone for cement manufacture
          c)   Development of application Oriented Cements with decreased Specific CO2 emissions
          d)   Enhanced absorption of blending materials
          e)   Process / product design improvements
          f)   Development of new products or discovering new methods of analysis
          g)   Productivity research for increased efficiency in use of resources
          h)   Recycling of wastes and research for efficient use of scarce materials
          i)   Characterization of Industrial wastes and looking into possibilities of environment friendly co-processing of wastes in
               cement manufacture leading to thermal substitution and conservation of natural resources
          j)   Beneficiations of raw materials and fuels
     2.            derived    result    abov
          Benefits derived as result of above R & D
          a)   Effective use of marginal quality raw materials and fuels with improved clinker quality
          b)   Increased absorption of blending materials in blended cements
          c)   Effective replacement of the costlier natural Gypsum by cheaper (by-product) Phospho gypsum without affecting the
               quality of cement
          d)   Maintain a lead position in all the market clusters of the country
          e)   Enhanced fuel efficiency
     3.   Future plan of action
           uture         action
          a)   Exploratory research work on the above specific areas
          b)   Focus on development of products aimed at enhancing use of cement in various applications
          c)   Use of waste / by-products in cement manufacture as alternative materials
          d)   Improve product quality particularly with respect to long term durability and reduction in its cost of manufacture
     4.   Expenditure on R & D
           xpenditure                                                                                                       Rs Lakhs
          a.   Capital                                                                                                              37
          b.   Recurring (Gross)                                                                                                  325
          c.   Total                                                                                                              362
          d.   Total R&D expenditure as percentage of total turnover                                                           0.05%
     5.   Foreign Exchange Earnings & Outgo
           oreign Ex       Earnings                                                                                         Rs Lakhs
          Foreign exchange earned                                                                                               5561
          Foreign exchange used                                                                                                 4217

                                                                                                      For and on behalf of the Board

                                                                                                                        N S Sekhsaria
                                                                                                                           Chairman
Mumbai: February 4, 2010

34
ANNEXURE ‘B’ TO DIRECTORS’ REPORT (Para 32)


Sr.   Name                     Designation &                             Remuneration   Qualifications         Date of          Total        Age     Last
No.                            Nature of Duties                          Gross                                 Commencement     Experience   in      Employment
                                                                            Rs.                                of Employment    (Years)      Years
1     A Anjeneyan*             Head Secretarial & Compliance             2,464,241      B.Com(Hons),CAIIB, ACS 21-May-2004      33           53      Pfizer Ltd
2     A G Singewar             Head Plant Operations                     2,688,216      Diploma, BSc.          1-Jul-1982       28           51      Nil
3     A K Saxena               Director - Wadi Plant                     5,025,191      BE, DME                18-Nov-1985      24           47      Lohia Starlinger
                                                                                                                                                     Pvt Ltd
4     Abhay Kant Pathak*       Head-Renewable Energy Projects            725,750        BTech, MBA              8-Aug-1970      40           61      Nil
5     Achintya Pal             Head-Finplan, Bud,Mfg.Cst & Reprt         2,744,841      BSc,CA                  15-Jan-1991     27           51      Nuclear Power
                                                                                                                                                     Corporation
6     Anand Shukla             Chief People Officer                      13,401,647     Master Degree in          2-Jan-2009    22           46      Sabmiller India
                                                                                        Social Work, PGDM, BIT                                       Pvt. Ltd.
7     Anant Kumar Mahobe       Director - Sindri Plant                   2,830,837      Diploma (Others),MS 1-Mar-1984          25           45      Nil
8     A N L Raja*              Director-Raw Materials & Mines Planning   342,571        BSc, MSc-Tech,            23-Dec-1970   39           60      Nil
9     Arun Mahajan             Head- Corporate Affairs-HP                3,434,945      BE,                       1-Aug-1971    38           59      Nil
10    Atul Khosla              Director - Gagal Plant                    5,270,892      B.E, DBA                  18-Jul-2007   26           52      Lafarge India
11    B Sherdiwala             Director- Organization Management         5,009,279      B.Sc.,M.A.,M.Phil.,LLB    19-Mar-1984   27           52      Nil
12    B Venugopal Rao          Head - Organization Planning              2,406,014      BE/B Tech,Me / M Tech, 1-Jun-1991       20           41      Nil
                                                                                        Diploma (Others)
13    Bharat Parekh            Head-capex Procurement                    4,770,053      B.E(Electronics)          10-Jul-2008   32           56      Aditya Birla Group
14    Biprajit Chakravarty     Head - OH&S                               4,251,987      B Tech (Hons) Mining 4-Apr-2005         30           52      Enmiin Engrs
15    B. K. Shrikhande         Dir - Madukkarai Plant                    3,526,774      B Tech,                   1-Jul-1980    30           51      Nil
16    Burjor Nariman*          Company Secretary &                       2,451,770      Fellow Member of the 14-Dec-2009        35           55      The Wadia Group
                               Head Compliance                                          Institute of Company                                         of Companies
                                                                                        Secretaries of India, B.Com.
17    Chander Shekhar          Director - Chanda Plant                   5,407,691      B.E,                      13-Oct-1981   28           52      Navin Chemicals
18    Daljeet Singh Ghai*      Chief Executive-Northern Region           9,444,980      B.E,                      1-Aug-1970    40           62      Indian Rayons Ltd
19    Dr. Rajen Mehrotra       Chief Knowledge Officer                   3,814,245      B.E(Elec & Mech.)         1-Aug-2007    40           65      United Nations
                                                                                        MMS PGDIM PHD                                                International
                                                                                                                                                     Labour Org.
20    Dr. A K Saxena           Head Plant Operations                     2,528,639      MSc,BSc,PHD             8-Dec-1980      30           50      Nil
21    G N Pandey               Equipment Pooling Head                    2,424,708      BE /B Tech              1-Nov-1982      30           55      Bhilai Steel Plant
22    G P Tiwari*              Director Plant - Chaibasa                 1,990,800      MSc (Chemistry)         9-Jul-2009      22           47      Ultratech Limited
23    Gautam Ghosal*           Head - Commercial Training                2,074,778      BSc Engg,               6-Apr-1999      28           60      Jubily Automobiles
24    Inder M Sharma*          Plant Head                                1,910,120      BSc (Mech Engg)         18-Dec-2003     36           59      Vikrant
25    J L Tiwari               Director - Jamul Plant                    4,411,166      BE                      19-May-1982     31           56      Sahyadri Dyestuff
                                                                                                                                                     & Chemicals Ltd
26    J N Dhondy               Head - Sec Services                       2,724,733      BA,LLB,LLM              26-Mar-1973     36           58      Nil
27    J V B Sastry             Director-Logistics South-West             5,260,717      M Com                   24-Jun-1988     30           50      Coromandel
                                                                                                                                                     Fertilisers Ltd
28    J. Datta Gupta           Chief Commercial Officer                  8,609,449      B.Tech(IIT)             10-Aug-1976     33           55      Nil
29    Joydeep Mukherjee        Director Sales - Northern Region          3,680,291      BA,PGDBM, MIB           21-Jun-2007     22           43      Hindalco
30    K R Balasubramaniam      Head- Wadi Project                        3,184,891      BSc.Engg                1-Dec-1993      36           57      OCM Engineering
31    K Ravindran*             Director Finance & Controlling            3,676,335      BCom, FCA,              1-Oct-1992      36           61      Flender Macneill
                                                                                                                                                     Gears Ltd
32    K R Kulkarni             Head - Process Control - SW               2,633,732      BSc. BE(Chem)           3-Jan-1977      33           60      Nil
33    K S Sharma               Head Powerhouse                           2,408,527      BE /B Tech              12-Dec-1981     28           55      M/S Sirpur Paper
                                                                                                                                                     Mills Ltd
34    K Narayana Rao           Head - Environment Mgmt                   3,154,678      M.Tech                  3-Dec-1993      27           51      Voltas Ltd
35    Ketan Pandit*            Head Central Logistics                    1,563,146      BE, MMS                 26-Mar-2007     16           43      Nil
36    Kuldeep Verma*           Head Product Innovation & Development     2,453,691      BCom, MBA,              15-Dec-1980     29           52      Nil
37    M V Sitaramaiah*         Procurment Coordinator-Opns.              2,641,973      MSc (Tech)              6-Aug-1980      35           60      Regional Research
                                                                                                                                                     Laboratory
38    M.K. Mishra              Director Lakheri Plant                    4,371,526      B.E Mechanical        10-Feb-1985       25           52      Lakshmi Cement
39    Manoj Jindal             Head Plant Operations                     2,461,784      BE /B Tech            1-Mar-2006        18           44      CCI Charkhi Dadri
40    M G Damle                Head - Geological Support                 3,003,563      Msc,Bsc               13-Sep-1976       33           55      Nil
41    N Keshav                 Director - Kolar Plant                    2,835,547      Be /B Tech            27-Jul-1984       25           48      Nil
42    Narinder Kumar Chibber   Head Plant Operations                     2,824,742      BSc (Physics)         1-feb-1971        38           60      Nil
43    Naushad Noorani          Director - Organisation Development       3,165,910      B.Com/ MMS            1-Jul-2008        22           45      Voltas Ltd
44    Naveen Chadha            Head - Operational Support                6,866,563      Bsc.engg,             3-Apr-1972        38           61      Nil
45    Nilesh Likhite           Head Regional Audit                       2,454,389      B.Com, ACA, Graduate 15-Oct-2008        16           39      Reliance Industry Ltd.
                                                                                        CWA, CISA, DISA
46    P M Phadnis              Sales Head - Pune                         2,418,129      BSc, PGDMM, PGDIB     14-jun-1995       21           42      Spartek Ceramics
47    P N Iyer                 Director - Logistics and Mic B            6,286,716      B.Com., Diploma in    2-Jan-2009        32           54      Holcim
                                                                                        Rail Transport Management                                    (Bangladesh) Ltd.
                                                                                        & PGDBA
48    P R Majumdar*            Head-product Innovation & Devp            1,653,613      BE /B Tech            16-Jul-2009       22           48      Development
                                                                                                                                                     Consultant Pvt. Ltd.
49    P K Shrivastava          Head Plant Operations                     2,530,168      Diploma in              16-Apr-1985     28           53      NMDC
                                                                                        Mining Engineering
50    Paramjit Pabby*          Chief People Officer                      3,807,888      B Com, PGDPM            11-Feb-2005     34           55      Piaggio Ltd. Pune


                                                                                                                                                                        35
Sr.     Name                      Designation &                        Remuneration         Qualifications          Date of                Total          Age      Last
No.                               Nature Of Duties                     Gross                                        Commencement           Experience     in       Employment
                                                                          Rs.                                       of Employment          (Years)        Years
51      R B S Bir                 Head BCCI                            3,026,497            BTech, PGDM,            3-Mar-1997             29             56       Rajinder Steel Ltd
52      R C Ramnani*              Equipment Reliability - Head         2,110,547            DME                     29-Sep-1972            37             60       Nil
53      R Nandkumar*              Head Corporate Communications        1,718,872            B.A. MBA                8-Jun-2009             32             54       Essel Group
54      R Padmanabhan             Chief Manager - Payroll              2,512,988            BCom,CA                 1-Aug-1986             26             49       A. F. Ferguson and
                                                                                                                                                                   Company
55      R S Rathore               Director - Bargarh Plant             4,605,554            BE, 1CL-MMC, 2CL-MM 26-Jul-1980                39             53       Rajasthan Ind.
                                                                                                                                                                   Minerals Dev.
                                                                                                                                                                   Corporation
56      R Vasudevan               Thermal Proces Technology-Head       4,812,916            BTech, PGDIE,           7-Dec-1977             33             57       Planning Commission
                                                                                                                                                                   Government of
                                                                                                                                                                   India
57      R Venkatramani            Head Pricing & Mkt Intel             3,194,061            BA, MBA,                18-Nov-1982            25             57       Synthetic Foams Ltd
58      R K Sinha*                Director-Chaibasa Plant              1,851,541            BE                      1-Nov-2006             32             53       Rohtas Industries
                                                                                                                                                                   Ltd
59      Raj Srinivasan            Head Acct, Consol & Shared Serv      2,510,321            BCom, ICWA, MBA            5-May-1993          19             42       ANCL
60      Rajesh Seth               Head Central Logistics               4,359,735            BSc, PGDBM                 1-Jun-1978          31             53       Nil
61      Rajeshkumar L. Sarada     Head Business Planning               2,456,098            BA,MBA                     2-Sep-2002          18             42       Baltech System Ltd
                                                                                            (Full Time),PG Diploma
62      Rajiv Kumar               Director Sales - S.W. Region         5,194,935            BCom,MBA                   2-Jun-1989          23             47       ABC India Ltd
63      Rajiv Prasad              Chief Executive - North Region       3,536,275            B.E. Electronics, PGDM-IIM 27-Nov-2009         25             48       Halonix Limited
64      Raju J Misra              Head Legal Services                  3,744,547            B.Sc. LLB                  7-Mar-2008          26             49       Essel Group
65      Ramit Budhraja            Chief Executive - Eastern Region     11,058,620           B.Tech, MBA                1-Jul-2006          23             49       Holcim Ltd
66      Ranjan Sachdeva           Chief Internal Auditor               6,488,627            BE, PMIR, MBA              11-Apr-2007         19             41       Nestle India
67      Ravi Puranik              Head - CSR                           3,153,504            Pg Diploma,Be /B Tech 4-Sep-2008               26             47       Hindustan Uniliver Ltd.
68      Ravinder Mohan            Chief Executive -S-W Rgn             10,302,721           BTech, DMS,                2-Aug-1971          40             59       Nil
69      S B Singh                 Director - Tikaria Plant             3,066,489            PHD                        3-Dec-1984          28             51       Central Pollution
                                                                                                                                                                   Control Brd
70      S C Sachdeva              Head - Capex Projects Mgmt.          9,524,138           BTech, D Mgm Stdy,       1-Aug-1969             41             62       Nil
71      S Krishnamurthy           Head Treasury                        2,563,531           Bsc,Ca                   6-Jun-1977             35             60       Bharat Gears Ltd
72      S N Junarkar*             Plant Head                           2,456,736           D Mines,2cl-MMC,         16-Jan-1981            29             56       Nil
                                                                                           BSc. Engg
73      S Viswanathan             Head Capex Controlling               2,849,343           BCom,CA,AICWA,ACS        6-Mar-1985             27             52       Lovelock Lewis
74      S V Datar                 Head - Chanda Project                3,166,400           BE /B TECH               11-Feb-1985            25             51       Nil
75      S A Khadilkar             Head Raw Mix & Prod Dev-hd           4,297,603           BSc, MSc Chemistry       1-Apr-1981             32             54       Morarjee Mills
                                                                                                                                                                   (piramal Organic
                                                                                                                                                                   Chemicals)
76      Sariputta Mishra*         Vice President - Coal Business       1,447,593            BCom, ACA               10-Sep-2009            18             46       Moserbaer Projects
                                                                                                                                                                   Pvt. Ltd.
77      Shakti Arora*             Chief Central Procurement Officer    5,290,303            BE MBA                  13-Jul-2009            26             49       Mahindra &
                                                                                                                                                                   Mahindra Limited
78      Sharad Kumar Shrivastava Head Plant Operations                 2,739,874            MSc                     11-May-1982            29             51       Graver & Weil Ltd.
79      Sivakumar Gopalan        Head Finance & Controlling            2,631,281            BCom,CA                 11-Dec-1998            26             51       DCS Limited
80      Sudhir Kumar Das         Head - Mining Support                 3,764,871            B Tech -mining          12-May-1980            30             53       Hindustan Cooper
                                                                                                                                                                   Ltd
81      Sumit Banerjee            Managing Director                    23,119,195           B.Tech, M.E.(IIT)       1-Jan-2007             31             54       Tube Investment of
                                                                                                                                                                   India Ltd
82      Sunil Gupta               Director - Bellary Plant             2,716,891            BE /B Tech              17-Feb-1992            18             40       Nil
83      Sunil Nayak               Chief Financial Officer              9,030,416            B.Com, LLB, FCS,        14-Aug-2008            26             50       Clariant Chemicals
                                                                                            FCA, AICWA                                                             (India) Ltd
84      T N Tiwari                Chief Public Affairs Officer         7,494,633            BTech, Bsc,             7-Aug-1972             38             61       Nil
85      U V Parlikar              Director-AFR Business                3,788,010            B Tech, M Tech          1-Mar-1995             27             51       National Peroxide
                                                                                                                                                                   Ltd
86      V Chandrashekar           Head Project                         2,505,176            BE /B Tech              22-Sep-2008            29             53       Lafarge India
                                                                                                                                                                   Private Ltd.
87      V K Agnihotri             Director Sales - Eastern Region      6,101,924            BA, MBA,                9-Feb-1987             23             49       Nil
88      Vikram Gupta              Head Retail Business                 2,489,115            BE /B Tech              17-Feb-1992            19             42       Sun Software System
89      Vivek Chawla              Director - Kymore Plant              5,465,122            BE Mining               3-Jan-1994             29             49       Grasim Ind. Ltd
90      Y V Krishna Kumar         Executive Assistant to MD            2,527,338            BE /B Tech,Diploma      29-Aug-2007            13             37       Abhishek Industries
                                                                                            (Others)
91      Y V Satyamurthy           Project Planning & Monitoring-Head 3,898,580              B Tech, M.E.            17-Aug-1981            28             52       Nil
Notes:- (i) Gross Remuneration shown above is subject to tax and comprises salary, allowances, incentive, monetary value of perquisites, Company’s contribution to Provident Fund and
              Officer’s Superannuation Fund.
        (ii) In addition to the above remuneration, employees are entitled to Gratuity in accordance with the Company’s rules.
        (iii) All the employees have adequate experience to discharge the responsibility assigned to them.
        (iv) The nature of employment in all cases is contractual.
        (v) *Indicate that the employee was in service only for part of the year.
                                                                                                                                                        For and on behalf of the Board
                                                                                                                                                                          N.S. Sekhsaria
Mumbai, February 4, 2010                                                                                                                                                       Chairman


36
     ANN EXURE ‘C’ TO DIRECTORS’ REPORT (Para 18)
     ANN       ‘C’    DIRECT      EPOR    ara
                                 REPORT (Par
        tement
     Statemen pursuant                ‘Disclosure           ectors’ Repor
                                                         Direc       eport     SEBI (Employ                              Employ            urchase
                                                                                                                                          Pur              Guidelines,
     Statement pursuant to Clause 12 ‘Disclosure in the Directors’ Report ’ of SEBI (Employ ees’ Stock Option Scheme and Employees’ Stock Purchase Scheme) Guidelines, 1999.
     Pursuant to the Resolutions passed by the shareholders at the Annual General Meetings held on July 12, 2001 and July 9, 2004 the Compensation Committee of
     Directors have granted Stock Options to eligible employees and Wholetime Directors for the financial years 2001-2002 and 2004-2005. The employees are entitled to
     get one equity share per option. The details of the Stock Options are given here below.
                                                        ESOS 2001                                                       ESOS 2004
                                                        Financial year 2001 - 2002                                   Financial year 2004 - 2005
     a. Options granted                                 7,30,000 (on 31.10.2001)                                     6,04,150 (on 16.12.2004 )
     b. The pricing formula                             @ Rs.127/-(Being the average of the daily closing price of   @ Rs.314/- (Being the average of the two weeks high and
                                                        the Equity shares of the Company on the Stock Exchange,      low price of the share preceding the date of grant of options
                                                        Mumbai (BSE) during the period of ninety days immediately    on either BSE / NSE where the trading volume is higher or
                                                        preceding the date on which the options were granted). No    the latest available closing price prior to the Meeting of the
                                                        discount on the above price was granted by the               Committee as may be decided by the Committee.
                                                        Compensation Committee. (The closing market price on BSE     Notwithstanding what is stated above, the Committee shall
                                                        as on the date of grant was Rs.133/-).                       have the discretion to fix the exercise price at a level higher
                                                                                                                     than the one indicated above). Accordingly, the exercise price
                                                                                                                     has been determined at Rs. 314/- per share. (The closing price
                                                                                                                     as on 15.12.2004 at NSE being Rs. 313.70).




     c. Options vested                                                                                   6,47,336                                                          5,82,150
     d. Options exercised (till 31.12.2009)                                                              6,31,397                                                          5,70,087
        (including 4,664 Options of ESOS 2004
        exercised before 16.12.2009 and shares
        allotted in January 2010)
     e. The total number of shares arising as a                                                          6,31,397                                                          5,70,087
        result of exercise of options.
     f. Options Lapsed                                                                                     94,549                                                           34,063
     g. Variation of terms of options                                                                          Nil                                                               Nil
     h. Money realised by exercise of Options.                                                    Rs. 801.87 lakhs                                               Rs. 1,790.07 lakhs
     i.   Total number of options in force.                                                                 4,054                                                                Nil
     j.   Employee wise details of options granted
          to :
          (i) Senior Managerial Personnel                                                                      Nil                                                               Nil
          (ii) Any other employee who receives a
               grant in any one year of option
                                                                                                               Nil                                                               Nil
               amounting to 5% or more of option
               granted during that year
          (iii)Identified Employees who were
               granted option during any one year,                                                             Nil                                                               Nil
               equal to or exceeding 1% of the issued
               capital (excluding outstanding
               warrants and conversions) of the
               company at the time of grant




37
                                                           ESOS 2001                                     ESOS 2004




38
     k. Diluted Earnings Per Share (EPS) pursuant                                                 7.62                                                  20.43
        to issue of Shares on exercise of option
        calculated in accordance with Accounting
        Standard (AS) 20 - Earnings Per Share
     l.   Where the company has calculated the                                                    N/A                                                    N/A
          employee compensation cost using the
          intrinsic value of the stock options, the
          difference between the employee
          compensation cost so computed and the
          employee compensation cost that shall
          have been recognised if it had used the
          fair value of the options, shall be disclosed.
          The impact of this difference on profits
          and on EPS of the Company shall also be
          disclosed
     m. Weighted average exercise prices and                                                      N/A                                                    N/A
        weighted average fair values of options
        shall be disclosed separately for options
        whose exercise price either equals or
        exceeds or is less than the market price
        of the stock
     n. A description of the method and                                                           N/A
        significant assumptions used during the                                                                                                          N/A
        year to estimate the fair values of
        options, including the following weighted
        average information:
          (i) risk free interest rate
          (ii) expected life
          (iii) expected volatility
          (iv) expected dividends and
          (v) the price of the underlying share in
              market at the time of option grant



     Note:
     The Employee Stock Option Scheme 2000 (ESOS 2000), the Employee Stock Option Scheme 2002 (ESOS 2002) and the Employee Stock Option Scheme 2003 (ESOS 2003)
     expired on 07.11.2005, 19.09.2007 and 17.12.2008 respectively. Hence the details of those schemes are not shown above.




                                                                                                                                  For and on behalf of the Board


                                                                                                                                                 N. S. Sekhsaria
                                                                                                                                                      Chairman
     Mumbai, February 4, 2010
                                                                                                                                                                   ANNEXURE ‘C’ TO DIRECTORS’ REPORT (Para 18) (Contd.)
CORPORATE GOVERNANCE


              The Directors present the Company’s report on Corporate Governance for the year ended
              December 31, 2009.

              Company’s philosophy on Corporate Governance
               ompany’ philosophy
                    y’s                orpora Gov
                                      Corpor

              ACC’s philosophy on Corporate Governance is embedded in the rich legacy of ethical
              governance practices most of which were in place even before they were mandated. This
              strong sense of values and robust business practices makes your Company one of the
              respected Companies in the Indian corporate world. Your Company has complied with the
              requirements of Corporate Governance as laid down under Clause 49 of the Listing
              Agreement with the Stock Exchanges.

              Gov             ture
                         Structur
              Governance Structure

              ACC’s Corporate Governance structure is as under:

              i.   The Board of Direc tors - The ACC Board plays a pivotal role in ensuring good
                          Board        ectors
                                    Direc
                   governance. Its style of functioning is democratic. The Members are also free to bring
                   up any matter for discussion at the Board Meetings with the permission of the
                   Chairman. The Board’s role, functions, responsibility and accountability are clearly
                   defined. In addition to its primary role of setting corporate strategies and goals and
                   monitoring corporate performance, it directs and guides the activities of the
                   Management towards the set goals and seeks accountability with a view to create
                   long term sustainable growth that translates itself into progress, prosperity and the
                   fulfillment of stakeholders’ aspirations. It also sets standards of corporate behaviour,
                   and ensures compliance with laws and regulations.

              ii. The Committee of Directors - The Board has constituted the following committees
                       Committee         ectors
                                      Direc
                  viz. Audit Committee, Compliance Committee, Compensation Committee and
                  Shareholders’ Investor Grievance Committee. Each of these Committees have been
                  mandated to operate within a given framework.

                                     Committee
              iii. The Managing Committee - This Committee comprises of Managing Director and
                   other senior Executives of the Company who look into the implementation of strategic
                   policies laid down by the Board, business processes and day-to-day operational
                   activities of the Company.

              B OARD OF DIR ECTORS
                 ARD           ORS
                        DIRECTOR

              Composition of the Board
                                 Board

              The Board of Directors consists of professionals drawn from diverse fields, who bring in a
              wide range of skills and experience to the Board. The majority of the Directors on the
              Board including the Chairman are Non-Executive Directors. More than fifty percent of the
              Board comprises of Independent Directors.

              The day-to-day management of the Company is conducted by the Managing Director
              subject to the supervision and control of the Board of Directors. The brief profile of your
              Company’s Board of Directors is as under:

                                                                                                        39
     Mr. N. S. Sekhsaria (Chairman): Mr. N. S. Sekhsaria is a doyen of the Indian Cement
     Mr.     S.            (Chairman):
     Industry and one of the most respected business personalities in India. In a career spanning
     over 30 years, he has introduced new standards in management, marketing, efficiency
     and corporate social responsibility to an industry he has helped transform.

     Mr. Sekhsaria is the Founder-Promoter and current Chairman of Ambuja Cements Limited.
     Mr. Sekhsaria was invited to join the ACC Board in 1999 and was appointed Deputy
     Chairman from January 2000. He took over as its Chairman in January 2006.

     Mr. Sekhsaria built Ambuja Cement into a benchmark for Indian Industry. His acumen as
     an entrepreneur and technocrat turned Ambuja into the most efficient and profitable
     cement company in India and redefined industry practices by changing the perception of
     cement from a commodity to a branded product. Mr. Sekhsaria championed community
     development by founding the Ambuja Cement Foundation and guiding it into a model of
     excellence in social responsibility.

     With his considerable wealth of experience, Mr. Sekhsaria brings immense value to the
     Board of ACC. Under his leadership, ACC has achieved significant improvements in the
     areas of project management, logistics and overall cost-competitiveness. The impact of
     this guidance shows in the high growth trajectory ACC has experienced since 1999.

     Mr. Paul Hugentobler (Deputy Chairman): Mr. Paul Hugentobler obtained a degree in
     Mr. Paul Hugentobler
     Civil Engineering from the ETH, Zurich, and a degree in Economic Science from the
     University of St. Gallen. He joined Holcim Group Support Limited in 1980 as Project
     Manager and in 1994 was appointed as Area Manager for Holcim Limited. From 1999
     until 2000, he also served as CEO of Siam City Cement, Bangkok, Thailand. He has been a
     Member of the Executive Committee since January 1, 2002 with the responsibility for
     South Asia and ASEAN excluding Philippines. He has been appointed as Vice Chairman of
     Ambuja Cements Limited with effect from September 24, 2009.

     Mr. Sumit Banerjee (Managing Direc tor): Mr. Sumit Banerjee is B.Tech. (Hons) in
     Mr.                                     ector):
                                          Direc
     Mechanical Engineering from IIT Kharagpur and Fellow of the Institute of Engineers (F.I.E.).
     Mr. Banerjee was the Managing Director of Tube Investments of India Limited, prior to his
     joining ACC. Mr. Banerjee has also served with Larsen & Toubro (L&T) Limited during the
     period 1979 to 1990. Thereafter, he has worked in various senior positions with Indal/
     Hindalco from 1990 to 2005. As Project Manager, he was responsible for implementation
     of Indal’s Power Project at Hirakud. He, thereafter, took over as Works Manager of Indal’s
     Sheet Rolling Plant at Belur and was responsible for its turnaround. In 2001, he was
     elevated as Chief Executive of sheet business, Indal’s largest strategic business unit. From
     2004, as President–Foils & Wheels, Mr. Banerjee headed the integrated Foil/Packaging
     and Wheel Businesses of Hindalco and Indal.

     Mr. S. M. Palia: B. Com., LL. B, CAIIB, CIIB (London). Mr. Palia is a Development Banker by
     Mr. S.    Palia:
     profession. He was with IDBI from 1964-1989 during which period he held various
     responsible positions including that of an Executive Director. He has also acted as an
     Advisor to Industrial Bank of Yemen, Saana (North Yemen) and Industrial Bank of Sudan,
     Khartoum (Sudan) under World Bank assistance programmes. He was also the Managing

40
Director of Kerala Industrial & Technical Consultancy Organisation Limited, set up to provide
consultancy service to micro enterprises and small and medium enterprises. He is a Director
on the Boards of leading companies viz. Tata Steel Limited, Tata Motors Limited, Bombay
Dyeing & Manufacturing Co. Limited. He is Chairman-Emeritus of Rashtriya Gramin Vikas
Nidhi and a Trustee of Bombay Community Public Trust.

Mr. Naresh Chandra: Mr. Naresh Chandra is a post graduate in mathematics from
Mr. Naresh Chandra:
Allahabad University. He was a distinguished member of the Indian Administrative Service
(IAS) and former Cabinet Secretary to the Government of India. He has held various
important positions including that of Governor of the State of Gujarat and India’s
Ambassador to the United States of America. He has served on numerous important
Committees including as Chairman of Corporate Governance Committee instituted by
the Government of India. Mr. Naresh Chandra, is Chairman of Committee of Civil Aviation
Policy, Ministry of Civil Aviation. He is a Director on the Boards of various companies. In
the year 2007, he was honoured with Padma Vibhushan by the Government of India.

Mr. Markus Akermann: Mr. Markus Akermann is the Chief Executive Officer and member
Mr. Markus Akermann:
of the Board of Directors of Holcim Limited. He obtained a degree in Business Economics
from the University of St. Gallen in 1973 and studied Economic and Social Sciences at the
University of Sheffield, U.K. Mr. Akermann began his professional career in 1975 with the
former Swiss Bank Corporation. In 1978, he moved to Holcim where he was active in a
number of roles including Area Manager for Latin America and Holcim Trading. In 1993,
he was appointed to the Executive Committee with responsibility for Latin America and
international trading activities. On January 1, 2002, he was appointed Chief Executive
Officer and at the Annual General Meeting in 2002, he was elected to the Board of Directors
of Holcim Limited.

Mr. M. L. Narula: B.Sc. Engineering (Electrical). Graduate from Punjab University and
Mr.      L.
Fellow, Institute of Engineers. Mr. Narula has been closely associated with the Company
for over 45 years in various senior positions in plant and Corporate Office including that
of Wholetime Director since April 1996 and was the Managing Director of the Company
from December 1, 2002 till his retirement on March 31, 2007. Mr. Narula has vast
experience and in depth knowledge of the Cement Industry. He is presently a Non-Executive
Director on the Company’s Board with effect from April 1, 2007. Mr. Narula is also a
Director on the Boards of other Indian and Foreign Companies and Senior Advisor to
Holcim Group Services, Zurich, Switzerland.

Mr. D.    Mehrotr
                otra:
Mr. D. K. Mehrotra: B. Sc. (Honours). Mr. Mehrotra is the Managing Director of Life
Insurance Corporation of India (LIC) and is also a director on the Board of Directors of
some of LIC’s subsidiary companies within and outside India and other public limited
companies. He represents LIC on the ACC Board.

Mr. R. A. Shah: Mr. R.A. Shah is a leading Solicitor and a Senior Partner of M/s. Crawford
Mr.
Bayley and Co., a firm of Advocates & Solicitors. He specializes in a broad spectrum of
corporate laws in general, with special focus on Foreign Investments, Joint Ventures,
Technology and Licence Agreement, Intellectual Property Rights, Mergers and Acquisitions,
Industrial Licensing, Anti Trust Laws, Company Law and Taxation. He is a Director on the

                                                                                          41
     Board of various public limited companies and is Chairman of the Board in many of these
     companies. He is also on the Audit Committee of some of the companies on which he is a
     Director.

     Mr. Shailesh Haribhakti: Fellow Chartered Accountant. Mr. Shailesh Haribhakti is the
     Mr.
     Executive Chairman of BDO Consulting Pvt. Ltd. He served a three year term on the
     Standards Advisory Council of the International Accounting Standards Board. He is a
     Committee Member of Futures & Options segment of National Stock Exchange of India
     Limited and a Member of the SEBI Committee on Disclosures and Accounting Standards.
     He serves as Member of Managing Committees of ASSOCHAM and IMC and Corporate
     Governance Committees of ASSOCHAM and CII and is Chairman of the Global Warming
     Committee of IMC. He is on the Board of Directors of several listed and private companies.

                          (resigned w.e.f. May
                                      .e.f
     Ms. Shikha Sharma (resigned w.e.f. May 26, 2009): Ms. Shikha Sharma was the Managing
     Director and Chief Executive Officer of ICICI Prudential Life Insurance Company. ICICI
     Prudential was amongst the first private sector companies in India to be awarded a life
     license in December 2000, and since its inception the Company has established itself as
     India’s leading private life insurer, offering a complete range of products to meet the
     varying needs of the Indian customer. Ms. Sharma, completed her Masters of Business
     Administration from Indian Institute of Management – Ahmedabad. She began her career
     with ICICI, one of India’s largest financial service providers, in 1980. She has been
     instrumental in setting up various group businesses for the company, including investment
     banking and retail finance. Consequent upon her appointment as Managing Director of
     Axis Bank, she has resigned from the Board of Directors.

     Mr. Onne van der Weijde (resigned w.e.f. October 28, 2009): Mr. Onne van der Weijde,
     Mr.        van                          .e.f
                                 (resigned w.e.f. October
     has obtained a Bachelor’s Degree in Economics and Accounting from The Hague University,
     The Netherlands and a Master’s Degree in Business Administration (MBA) from the
     University of Bradford, U.K. He has an overall work experience of twenty-five years and
     has been in the services of Holcim Limited, Switzerland with effect from April 1996. During
     his service tenure with Holcim Limited, he has held senior positions and has a rich
     experience in Taxation, Business Planning and Finance. Mr. Onne van der Weijde was
     appointed Chief Financial Officer of ACC Limited from May 2006 to October 2008. He is a
     Director on various Indian and Foreign Companies. Mr. Onne van der Weijde was appointed
     on the Board of Directors with effect from January 9, 2009. Consequent upon his
     appointment as CEO-Designate with effect from November 1, 2009 and as Chief Executive
     Officer from May 1, 2010 of Ambuja Cements Limited, Mr. Onne van der Weijde resigned
     from the ACC Board with effect from October 28, 2009.

     Mr. Kuldip Kaura (appointed w.e.f. October 28, 2009): Mr. Kuldip Kaura holds a degree
                  aura appointed w.e.f. October
     Mr. Kuldip Kaur (appoin         .e.f
     in Mechanical Engineering, BE (Hons.) from Birla Institute of Technology & Science, Pilani
     and had also attended various Executive Education Programmes at London Business School
     and Swedish Institute of Management, Stockholm. Mr. Kaura has rich experience in leading
     businesses and companies in diverse sectors such as power, natural resources, metals,
     mining etc. and has deep understanding of Corporate Governance, brand building and
     Sustainable Development in India, U.K. and U.S. Regulatory Environment. He is presently
     Advisor with Vedanta Resources Plc.


42
The details in regard to attendance of Directors at Board Meetings / Shareholders Meetings, the number of
Directorship(s) held in Indian public limited companies and the position of Membership / Chairmanship of Audit
Committee/ Shareholders’/Investors’ Grievance Committee in such Indian public limited companies are given
below:
                ector
             Direc
 Name of the Director    Category
                           tegory                     No. of Attendance
                                                      No.                     Number of      Committee(s)
                                                                                               ommittee(s)
                                                      Board
                                                      Board                  ectorship(s
                                                                          Directorship(s)
                                                                  at the Directorship(s)        position
                                                   Meetings AGM held held in Indian                    AC
                                                                                            (including ACC)
                                                   attended on April 8,    public limited
                                                    out of 6       2009       companies
                                                   Meetings                          AC
                                                                         (including ACC)
                                                        held
                                                                                            Member    Chairman

 Mr N S Sekhsaria        Non-Executive                    5          Yes               3          -           -
 (Chairman)
 Mr Paul Hugentobler
    Paul Hugentobler     Non-Executive                    6          Yes               3         2            1
 (Deputy Chairman)
 Mr Sumit Banerjee       Executive                        6          Yes               5         2            -
 (Managing Director)
              ector)
           Direc
        Palia
 Mr S M Palia            Non-Executive/                   5          Yes               7         4            3
                         Independent
    Naresh Chandra
 Mr Naresh Chandra       Non-Executive/                   6          Yes              11         8            1
                         Independent
    Markus Akermann
 Mr Markus Akermann Non-Executive                         4          No                2          -           -
 Mr M L Narula           Non-Executive                    5          Yes               2         1            -
             otra
        Mehrotr
 Mr D K Mehrotra         Non-Executive/                   2          No                4          -           -
 (LIC Nominee)           Independent
 Mr R A Shah             Non-Executive/                   6          Yes              15         4            5
                         Independent
 Mr Shailesh Haribhakti Non-Executive/                    6          Yes              15         5            5
                        Independent
 Ms Shikha Sharma        Non-Executive/           2 out of 3         Yes               3          -           -
       date
 (upto date of           Independent
  esignation i.e.
 resignation i.e.
 26.05.2009)                                               -
         van
 Mr Onne van der Weijde Non-Executive             4 out of 4         Yes               5         1            1
       date
 (upto date of
  esignation i.e.
 resignation i.e.
 28.10.2009)

            aura
    Kuldip Kaur
 Mr Kuldip Kaura         Non-Executive/           2 out of 2        N.A.               2         1            -
 (from 28.10.2009)
 (from                   Independent
The Company has complied in full with Clause 49 of the Listing Agreement with regard to information being
placed before the Board of Directors.

                                                                                                              43
                Board                          Financial                           ectors
                                                                                Direc
     Details of Board Meetings held during the Financial Year and the number of Directors
     present:
       esent:
     presen
       Serial    Dates              Board
                 Dates on which the Board               Total Strength
                                                              Strength           No. of Directors
                                                                                 No.       ectors
                                                                                        Direc
        No.
        No.      Meetings were held
                          wer
                           ere                           of the Board
                                                                Board                Present
                                                                                       esent
                                                                                     Presen
         1.      January 9, 2009                               12                      11
         2.      February 5, 2009                              12                      09
         3.      April 22, 2009                                12                      10
         4.      July 23, 2009                                 11                      11
         5.      October 28, 2009                              11                      09
         6.      December 17, 2009                             11                      09

     COMMITTEES OF TH E BOARD
       MMITTEES         BOARD
     Audit Committee – (Constituted in 1986)
           Committee (C
     The Audit Committee acts as a link between the statutory and internal auditors and the
     Board of Directors.
     The terms of reference of the Audit Committee are as per the guidelines set out in the
     Listing Agreement with the Stock Exchanges read with Section 292(A) of the Companies
     Act, 1956. These broadly include approval of Annual Internal Audit Plan, review of the
     financial reporting system, internal control systems, discussions on quarterly, half yearly
     and annual financial results, interaction with Statutory Internal & Cost Auditors,
     recommendation for appointment of Statutory and Cost Auditors and their remuneration,
     Business Risk Management and its mitigation plan, Management Discussion & Analysis
     of the Company’s operations, Internal Audit Report, Appointment, Removal and terms of
     remuneration of Chief Internal Auditor, significant related party transactions. The Company
     has framed the Audit Committee Charter for the purpose of effective compliance of Clause
     49 of the Listing Agreement.
     The Members of the Audit Committee comprised of the following:

      Name of the Member            Category
                                      tegory          Qualifications required to be Member
                                                                      equired
                                                      Qualifications requir
      Mr Shailesh Haribhakti,       Non-Executive/    Has the requisite accounting and
      Chairman                      Independent       financial management expertise.
      Mr S M Palia                  Non-Executive/    Has the requisite accounting and
                                    Independent       financial management expertise.
      Mr Naresh Chandra,            Non-Executive/    Is financially literate.
      IAS (Retd.)                   Independent
      Mr Paul Hugentobler           Non-Executive     Is financially literate.

     The Managing Director, Chief Financial Officer, Chief Internal Auditor, Chief Executives at
     the Regions and the representatives of the Statutory Auditors are permanent invitees to
     the Audit Committee Meetings. The representative of the Cost Auditor attends such of

44
those Meetings of the Audit Committee where matters relating to the Cost Audit Report
are discussed. The Company Secretary is the Secretary of the Committee. The Internal
Audit Department headed by the Chief Internal Auditor functions independently and the
Chief Internal Auditor reports to the Chairman of the Audit Committee.
The representative of Holcim group’s, Internal Audit Department also attend Audit
Committee Meetings upon invitation from the Chairman, Audit Committee and provide
their guidance on international best practices in Internal Audit.

The dates on which the Audit Committee Meetings were held and the attendance of the
Members at the said Meetings are as under:

    S r.
      r.   D ates on which Audit
             ates          Audit                    A ttendance record of the Members
                                                                 ecor
                                                                record
      o.
    N o.                          ere
                                 wer
           C ommittee Meetings were        r.
                                         M r. Shailesh      r. S.
                                                          M r. S. M.     r. Naresh
                                                                       M r. Naresh      r. Paul
                                                                                      M r. Paul
           held                          Haribhakti         Palia       Chandra
                                                                        Chandra      Hugentobler
                                                                                     Hugentobler
     1.    February 4, 2009                   Attended    Attended      Attended     Attended

     2.    April 21, 2009                     Attended    Leave of      Attended     Attended
                                                          Absence

     3.    July 22, 2009                      Attended    Attended      Attended     Attended

     4.    October 27, 2009                   Attended    Leave of      Attended     Attended
                                                          Absence

     5.    December 16, 2009                  Attended    Attended      Attended     Attended

The Company has implemented a well structured Internal Audit Control Systems to ensure
reliability of financial and operational information and statutory/regulatory compliances.
Shareholders’ / Investors’ Grievance Committee - (Constituted in 1962)
Shareholders’ Inv          Griev     Committee (C
The Shareholders’/Investors’ Grievance Committee deals with various matters relating
to:-
•     transfer / transmission of shares / debentures,
•     issue of duplicate share certificate,
•     issue and allotment of rights / bonus shares / shares against Employee Stock Options,
•     review of shares dematerialised and all other related matters,
•     monitoring expeditious redressal of investors’ grievances,
•     non receipt of Annual Report and declared dividend,
•     all other matters related to shares / debentures.
The Shareholders’ / Investors’ Grievance Committee comprises of the following persons:
      Mr Paul Hugentobler (Chairman)
      Mr M L Narula
      Mr Sumit Banerjee

                                                                                              45
     The dates on which the Committee Meetings were held and the attendance of the
     Members at the said Meetings are as under:
      Sr.
      Sr.   Dates
            Dates on which the                  Attendance record of the Members
                                                           record
                                                            ecor
      No.
      No.       eholders’/Inv
            Shareholders’/In
            Shareholders’/Investor               Paul
                                              Mr Paul        Mr M L        Mr Sumit
            Grievance Committee
            Griev     Committee             Hugentobler
                                            Hugentobler      Narula        Banerjee
                       ere
                     wer
            Meetings were held
       1.   February 5, 2009                  Attended         Attended          Attended
       2.   April 22, 2009                    Attended         Attended          Attended
       3.   July 23, 2009                     Attended         Attended          Attended
       4.   October 28, 2009                  Attended          Leave of         Attended
                                                                Absence
       5.   December 17, 2009                 Attended         Attended          Attended

     Company Secretary is the Compliance Officer as per the Listing Agreement.
     During the year ended December 31, 2009, 146 complaints were received from
     shareholders, all of which have been attended/resolved as of date. No investor grievances
     remained unattended/pending for more than thirty days as on December 31, 2009. The
     Company had ten share transfers pending as on December 31, 2009. These were transfers
     lodged after December 28, 2009.

     Compensation Committee - (Constituted in 1993)
      ompensation Committee (C
     The terms of reference of the Compensation Committee, inter alia consists of reviewing
     the overall compensation policy, service agreement and other employment conditions of
     the Managing Director with a view to retaining and motivating the best managerial talents.
     In determining the remuneration package of the Managing Director, it evaluates the
     remuneration paid by comparable organizations and thereafter makes its
     recommendations to the ACC Board in this regard. It also reviews the performance of the
     Managing Director and recommends to the ACC Board the quantum of annual increment/
     performance incentive. The Compensation Committee also monitors the implementation
     of existing Employees’ Stock Option Schemes.
     The Compensation Committee comprises of the following persons:
        Mr N S Sekhsaria (Chairman)
        Mr Paul Hugentobler
        Mr Shailesh Haribhakti
     The dates on which the Compensation Committee Meetings were held and the attendance
     of the Members at the said Meetings are as under:

      Sr.
      Sr.   Dates on which
            Dates                                 Attendance record of the Members
                                                              ecor
                                                             record
      No.
      No.    ompensation Committee
            Compensation Committee             Mr N S              Paul
                                                                Mr Paul        Mr Shailesh
                      ere
                     wer
            Meetings were held                Sekhsaria       Hugentobler
                                                              Hugentobler       Haribhakti
       1.   February 4, 2009                  Attended          Attended         Attended

46
           Committee      Mandator Committee) Constituted
                               tory                             January
Compliance Committee (Non Mandatory Committee) – Constituted on January 31,
2008

The Compliance Committee was constituted to regularly review the status of Company’s
Compliance with various Laws and Regulations as well as to understand the implications
of major legislative and regulatory developments that may significantly
affect the Company, and report the same to the Board. It reviews the Company’s readiness
to comply with Competition Law and also monitors the developments in important
legal cases.

As of December 31, 2009, the Compliance Committee of the Board comprised of the
following Members:

   Mr. R. A. Shah (Chairman)
   Mr. Paul Hugentobler
   Mr. Naresh Chandra
   Mr. Shailesh Haribhakti
   Mr. Sumit Banerjee
   Mr. Onne van der Weijde – Appointed w.e.f. February 5, 2009 &
                             Resigned w.e.f. October 28, 2009

The dates on which the Compliance Committee Meetings were held and the attendance
of the Members at the said Meetings are as under:

 Sr.
 Sr.    Dates on which
        Dates                                Attendance record of the Members
                                                         ecor
                                                        record
 N o.
   o.   C ompliance
        C ommittee         M r. R. A.
                             r.         M r. Naresh M r. Shailesh M r. Paul
                                          r. Naresh   r.            r. Paul   M r. Sumit M r. Onne
                                                                                r.         r.
        Meetings we re
                  we re    Shah         Chandra
                                        Chandra     Haribhakti Hugentobler Banerjee v an der
                                                                  Hugentobler
        held                                                                             W eijde

  1.    February 4, 2009   Attended     Attended    Attended    Attended      Attended   N.A.

  2.    April 21, 2009     Attended     Attended    Attended    Attended      Attended   Attended

  3.    July 23, 2009      Attended     Attended    Attended    Attended      Attended   Attended

  4.    October 27, 2009   Attended     Attended    Attended    Attended      Attended   Leave of
                                                                                         Absence


  EMU ERA        OLICY
                POLIC
R EMU N ERATION POLICY
Remuneration Policy for Managing Director:
 emunera     Policy for             ector
                                 Director:
The remuneration structure for the Managing Director comprises of salary, performance
incentive, perquisites and allowances, contributions to Provident Fund, Superannuation
Fund and Gratuity. Subject to the approval of the Board and of the Company in General
Meeting and such other approvals as may be necessary, the Managing Director is paid


                                                                                                    47
     remuneration as per the Agreement entered into between him and the Company. The
     main features of the Agreement are as under:

                                         Mr. Sumit Banerjee, Managing Director
                                         Mr.                             ector
                                                                      Direc
      Period of          From 01.04.2007 to 31.12.2011
             tment
      Appointmen
      Appointment as
                   ector
                Direc
      Managing Director
      Salary Grade
      Salary Grade         Rs. 6,00,000 - Rs. 40,000 - Rs. 9,00,000
      Perquisites
       erquisites          Up to 125% of the annual salary
      Other Benefits       Contribution to Provident Fund, Superannuation Fund and Gratuity
                           Fund as per Agreement between Mr. Banerjee and the Company
       erf
      Per formance         Up to an amount equivalent to a maximum of 30% of his gross
      Incentive
      Incentiv
            tive           annual salary
      Minimum              Where in the financial years during the currency of the tenure of
       emunera
      Remuneration         the Managing Director, the Company has no profits or its profits are
                           inadequate, the Company will pay remuneration by way of salary
                           and perquisites as specified above, subject to requisite approvals being
                           obtained
             Period
      Notice Period &      The Agreement may be terminated by either party giving the other
      Severance Fees
      Severance Fees       party three months notice in writing of such termination or the
                           Company paying three months salary in lieu of the notice

     Remuneration Policy for Non Executive Directors
      emunera     Policy for                  ectors
                                 Executive Direc
     The Non Executive Directors are paid Sitting Fees of Rs. 20,000/- for each meeting of the
     Board/Committee of the Board attended by them. The total amount of sitting fees paid
     during the financial year ended December 31, 2009 was Rs. 22.40 lakhs.
     In addition to the Sitting Fees, the Non Executive Directors are entitled to receive
     Commission not exceeding one percent of the net profits of the Company as computed in
     the manner provided by Section 198(1) of the Companies Act, 1956. The payment of
     Commission to Non Executive Directors has been approved by the shareholders at the
     70th Annual General Meeting held on April 12, 2006. For the year ended December 31,
     2009, the Board of Directors has approved the payment of commission of Rupees Nine
     Lakhs (pro rata thereof if appointed for part of the year) to each of the Non Executive
     Director. The Board has further approved the payment of an additional commission of
     Rupees Seven Lakhs (or pro rata thereof if appointed for part of the year) to the
     Non Executive Directors on the Audit Committee/Compliance Committee subject to the
     condition that the total commission paid/payable to any one of the Directors shall not
     exceed Rupees Sixteen Lakhs.
     The role of Non Executive Directors and their involvement as Members of the Board and
     its Committees has undergone significant qualitative changes, pursuant to more stringent
     accounting standards and corporate governance norms. Further, in view of the scale and
     complexity of the Company’s operations, they are required to provide more time and
     attention for guiding the Company’s Business. Accordingly, the Board has approved on the
     above quantum of commission to the Non Executive Directors. The commission is being
     paid on a uniform basis to reinforce the principle of collective responsibility.

48
            emunera
           Remuner           pay
                        paid/pa            ectors for
                                        Direc                       year
Details of Remuneration paid/payable to Directors for the financial year ended
December 31, 2009
                                                                                                                  Rs. Lakhs
 Name                       Salar y
                            Salary        rquisites     rf              ntribution
                                      P e rquisites P e r f ormance C o ntribution   C ommission           Fees
                                                                                                   Sitting Fees      Total
                                                                tive
                                                           Incentiv
                                                          Incentive         PF/
                                                                        to PF/ OSF

 Mr. N.S. Sekhsaria               -             -                -               -         9.00           1.20      10.20

 Mr. Paul Hugentobler             -             -                -               -        16.00           4.80      20.80

 Mr. Sumit Banerjee         74.40          93.00           52.73           20.09               -              -    240.22

 Mr. S.M. Palia                   -             -                -               -        16.00           2.00      18.00

 Mr. Naresh Chandra               -              -               -               -        16.00           3.40      19.40

 Mr. Markus Akermann              -             -                -               -         9.00           0.80       9.80

 Mr. M.L. Narula                  -             -                -               -         9.00           2.20      11.20

 Mr. D.K. Mehrotra                -             -                -               -         9.00           0.40       9.40

 Mr. R.A. Shah                    -             -                -               -        16.00           2.00      18.00

 Mr. S. Haribhakti                -             -                -               -        16.00           3.40      19.40

 *Ms. S. Sharma
 (upto the date of
 resignation
 i.e. 26.05.2009)                 -              -               -               -         3.57           0.40       3.97

 *Mr. Onne van der
 Weijde (upto the
 date of resignation
 i.e. 28.10.2009)                 -             -                -               -        12.28           1.40      13.68

 *Dr. Nirmalya Kumar
 (upto the date of
 resignation
 i.e. 09.01.2009)                 -              -               -               -         0.20               -      0.20

 *Mr. Kuldip Kaura
 (from 28.10.2009)                -             -                -               -         1.60           0.40       2.00
Notes:
i.     The remuneration paid to Mr. Sumit Banerjee, Managing Director excludes contribution to gratuity fund,
       provision for leave encashment on retirement and other defined benefits payable to him, since the same is
       provided on actuarial basis for the Company as a whole.
ii.    The amounts indicated against the name of Mr. D. K. Mehrotra have been paid to Life Insurance Corporation
       of India.
iii.   *Ms. Shikha Sharma, Mr. Onne van der Weijde, Dr. Nirmalya Kumar and Mr. Kuldip Kaura, Non-Executive
       Directors have been paid on prorata basis.

SUBSIDIARY COMPANI ES
  BSIDIAR      ANI
SUBSIDIARY COMPAN
The Company does not have a material non-listed Indian subsidiary whose turnover or
net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover
or net worth respectively, of the listed holding company and its subsidiaries in the
immediately preceding accounting year.

                                                                                                                       49
     The Management Audit Report of the Subsidiary Companies are placed before and reviewed
     by the Audit Committee.
     Copies of the Minutes of the Audit Committee/ Board Meetings of Subsidiary Companies
     are individually given to all the Directors and tabled at the subsequent Board Meetings.

     DISCLOSUR ES
     DISCLOSUR
     The particulars of transactions between the Company and its related parties as per the
     Accounting Standard 18 “Related Party Disclosures”, notified pursuant to Companies
     (Accounting Standards), Rules, 2006 (as amended), are set out at page number 92 to 95 of
     the Annual Report. However, these transactions are not likely to have any conflict with
     the Company’s interest.
     No strictures/penalties have been imposed on the Company by the Stock Exchanges or
     the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters
     related to capital markets during the last three years.
     In the preparation of the financial statements, the Company has followed the Accounting
     Standards notified, pursuant to Companies (Accounting Standards), Rules, 2006 (as
     amended). The significant accounting policies which are consistently applied, have been
     set out in the Notes to the Accounts. The Company is gearing up to become compliant
     with International Financial Reporting Standards (IFRS) and will be ready when IFRS
     becomes mandatory in April, 2011.
     The Company had successfully implemented SAP-ERP system which has brought greater
     financial discipline and accountability. The Company has also implemented SAP-HR and
     all employee related reports would henceforth be system driven which will improve the
     monitoring and reporting process.
     Adoption of non mandatory requirements under Clause 49 of the Listing Agreement are
     being reviewed from time to time.

     CODE OF CONDUCT
              ONDUCT
             CON
     The Board of Directors had at its Meeting held on December 5, 2005, approved the Code
     of Business Conduct and Ethics, which was made applicable to the Board of Directors and
     all employees in the management grades.
     The Board of Directors has recently reviewed and accordingly revised the Code of Business
     Conduct and Ethics. The Code has been posted on the Company’s website
     www.acclimited.com. The revised Code of Conduct is applicable to the Directors and all
     employees in management grades and the employees in senior management cadre are
     required to give an annual declaration that they have complied with the Code.

     TRADING IN TH E COMPANY’S SHARES BY DIR ECTORS AND DESIGNATED EMPLOYEES
       ADING IN          ANY’S SHARES BY DIRECTOR AND DESIGNAT
                     COMPAN                     ORS                EMPLO
     As per the SEBI (Prohibition of Insider Trading) Regulations 1992, the Company Secretary
     is the Compliance Officer and is responsible for setting forth policies, procedures,
     monitoring adherence to the rules for the preservation of price sensitive information, pre-
     clearance of trade, monitoring of trades and implementation of the Code of Conduct for
     trading in Company’s securities under the overall supervision of the Board. The Company
     has adopted a Code of Conduct for Prevention of Insider Trading as well as a Code of

50
Corporate Disclosure Practices. All the Directors on the Board, employees at senior
management level at all locations and other employees who could be privy to unpublished
price sensitive information of the Company are governed by this Code.

          ommunication
         Communica
Means of Communication
•   The unaudited quarterly/ half yearly financial statements are announced within one
    month of the end of the quarter. The aforesaid financial statements are taken on
    record by the Board of Directors and are communicated to the Stock Exchanges where
    the Company’s securities are listed. Once the Stock Exchanges have been intimated,
    these results are given by way of a Press Release to various news agencies/analysts
    and published within forty-eight hours in two leading daily newspapers - one in English
    and one in Marathi.
•   The audited annual results are announced within three months from the end of the
    last quarter as stipulated under the Listing Agreement with the Stock Exchanges. For
    the financial year ended December 31, 2009, the audited annual results were
    announced on February 4, 2010. The aforesaid audited annual results are taken on
    record by the Board of Directors and are communicated to the Stock Exchanges where
    the Company’s securities are listed. Once the Stock Exchanges have been intimated,
    these results are given by way of a Press Release to various news agencies/analysts
    and are also published within forty-eight hours in two leading daily newspapers - one
    in English and one in Marathi. The audited financial statements form a part of the
    Annual Report which is sent to the shareholders prior to the Annual General Meeting.
•   The Company also informs by way of intimation to the Stock Exchanges all price
    sensitive matters or such other matters which in its opinion are material and of
    relevance to the shareholders and subsequently issues a Press Release on the said
    matters.
•   Individual reminders are sent each year to those investors whose dividends have
    remained unclaimed, before transferring the monies to the Investors’ Education &
    Protection Fund (IEPF).
•   The quarterly/half yearly and the annual results as well as the press releases of the
    Company are also placed on the Company’s website: www.acclimited.com.
•   All data required to be filed electronically pursuant to Clause 52 of the Listing
    Agreement with the Stock Exchanges, such as annual report, quarterly financial
    statements, shareholding pattern, quarterly report on Corporate Governance are being
    regularly filed on “Corp Filing” and Dissemination System (CFDS). Shareholders/
    Investors can view these information by visiting the website of CFDS,
    www.corpfiling.co.in.

General Information for Shareholders
           ormation for Shareholders
General Informa
Inv      Services
Investor Services
The Company has an in-house Share Department located at its Registered Office which
handles all matters relating to the shares of the Company including transfer/ transmission
of shares, dematerialisation of shares, payment of dividends, sub-division / consolidation
of share certificates and investor grievances.

                                                                                        51
     Address for Correspondence
                  orrespondence
     Address for Corr
     Shareholders desiring to communicate with the Company on any matter relating to the
     shares/debentures of the Company may either visit in person or write quoting their Folio/
     Demat Account Number at the following address:
                                    ACC Limited
                                                tment
                                    Share Departmen
                                    Share Department
                                      ement
                                    “Cement House”
                                    121, Maharshi Karve Road,
                                                   arv
                                                  Kar Road,
                                    Mumbai 400020

     Telephone Nos:                 (022) 66654401; 66654473; 66654469
     Fax No:                        (022) 66317458

     Communication may also be sent by e-mail at the following addresses:
     For transfer/transmission/ subdivision/demat: sujata.chitre@acclimited.com
     For loss of shares/dividend/ general inquiries: krishnan.chidambaram@acclimited.com
     For investor grievance remaining unattended: jer.dhondy@acclimited.com

     Shareholders who hold shares in dematerialised form should correspond with the
     Depository Participant with whom they have opened Demat Account/s, for their queries
     relating to shareholding, change of address, ECS facility for dividend, etc. However, for
     enquiries relating to non receipt of shares/dividend, annual reports, issue of duplicate
     shares, subdivision of shares, change of address, ECS facility, notices, the shareholders
     should communicate directly with the Company.
     Exclusive E-Mail ID for Redressal of Investor Complaints
       clusive        ID for Redr
                              edressal     Inv     Complain
                                                    omplaints
     The Company has designated an e-mail ID exclusively for the purpose of registering
     complaints by investors. The e-mail ID is A C C-Inv estorSuppor t@acclimited.com.
                                                    C-InvestorSupport@acclimited.c
                                                                       t@acclimited.com.
     Shareholders/Investors can send their complaints/grievances to the above e-mail ID and
     the same will be attended to by our in-house Share Department.
     Plant Location
             ocation
     Plant Loca
     The location of the Company’s Plants are given on the inside cover page of the Annual
     Report.
     Market Information
               ormation
     Market Informa
     Listing on Stock Exchanges
                      Ex
     The Company’s shares are listed on the following Stock Exchanges and the Listing Fees
     have been paid to the Exchanges:
     Bombay Stock Exchange Limited
     Phiroze Jeejeebhoy Towers,
     Dalal Street
     Mumbai 400001
     National Stock Exchange of India Limited
     Exchange Plaza,
     Bandra-Kurla Complex,
     Bandra (East),
     Mumbai 400051

52
 Scrip Code                                                                                                500410 on BSE
                                                                                                           ACC on NSE
 ISIN Number for NSDL and CDSL – for Dematerialised shares                                                 INE012A01025
The Privately placed Non-Convertible Debentures are listed on the Wholesale Debt Market
Segment of the National Stock Exchange of India Limited.
                      ACC Share Price vis a vis BSE Sensex January – December 2009
                          Share                     Sensex January
Month
Month                     Sensex
                      BSE Sensex                  ACC Share Price (on BSE)
                                                      Share                                              No. of shares
                                                                                                         No.    shares      urnov
                                                                                                                           Turnover
                          Close                                                                             traded
                                                                                                            traded               ores
                                                                                                                               Crores)
                                                                                                                         ( Rs. Crores)
                                                                                                            during         (on BSE)
                                             High              Low                    Close                   month
                                                                                                          the month
                                              Rs.               Rs.                    Rs.                 (on BSE)

Jan-09                      9424.24            567.10           469.10                  504.85            2,595,872            130.83
Feb-09                      8891.61            584.70           486.00                  539.80            3,650,496            198.78
Mar-09                      9708.50            604.90           510.10                  576.65            3,640,107            201.38
Apr-09                    11403.25             689.90           561.00                  653.00            2,899,562            181.31
May-09                    14625.25             804.00           570.00                  783.00            3,103,417            211.58
Jun-09                    14493.84             907.00           709.00                  768.90            3,107,911            253.06
Jul-09                    15670.31             889.90           720.00                  881.30            3,634,220            295.42
Aug-09                    15666.64             928.00           750.00                  808.70            3,846,941            319.00
Sep-09                    17126.84             855.20           759.00                  819.30            2,575,004            207.55
Oct-09                    15896.28             841.80           726.25                  747.65            1,751,198            136.94
Nov-09                    16926.22             816.75           686.20                  796.60            2,128,182            160.67
Dec-09                    17464.81             883.50           790.55                  871.50            2,186,225            183.67

                                          ACC Share Price at BSE & BSE Sensex
                  18000                                                                                                  900
                  17000
                  16000                                                                                                  800
                  15000
                                                                                                                               ACC Share Price on
                                                                                                                                 BSE (Closing)
     BSE Sensex




                  14000                                                                                                  700
                  13000
                  12000                                                                                                  600
                  11000
                  10000                                                                                                  500
                   9000
                   8000                                                                                                  400
                          Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09
                                                                 Date

                                                 BSE Sensex             ACC Share Price (on BSE) Close




                                                                                                                                                    53
     ACC Share Price on NSE vis a vis S&P CNX Nifty January – December 2009
         Share                            CNX Nifty January
     Month
     Month                     S&P CNX
                                     CNX                           ACC Share Price (on NSE)
                                                                       Share                                               No. of shares
                                                                                                                           No.    shares             Turnover
                                                                                                                                                      urnov
                               Nifty
                               Nifty Close                                                                                    traded
                                                                                                                              traded               (Rs. Crores)
                                                                                                                                                          ores
                                                                                                                                                        Crores)
                                                                                                                              during                (on NSE)
                                                          High                    Low                     Close                 month
                                                                                                                            the month
                                                           Rs.                     Rs.                     Rs.               (on NSE)

     Jan-09                        2874.80                  559.90                450.20                    506.40              9,245,966                        464.30
     Feb-09                        2763.65                 589.00                 486.60                    540.05 11,905,263                                    648.25
     Mar-09                        3020.95                  605.00                511.05                    574.40 14,931,598                                    823.09
     Apr-09                        3473.95                  690.00                561.25                    654.35 12,329,812                                    767.43
     May-09                        4448.95                  804.85                568.60                    782.50 15,357,150                           1041.91
     Jun-09                        4291.10                  903.60                708.00                    765.75 14,707,841                           1190.48
     Jul-09                        4636.45                  888.00                715.10                    880.80 14,509,074                           1177.08
     Aug-09                        4662.10                  928.80                752.00                    807.00 14,676,072                           1211.93
     Sep-09                        5083.95                  855.00                756.65                    820.25 10,870,040                                    875.11
     Oct-09                        4711.70                  842.50                726.05                    750.65              8,323,126                        651.11
     Nov-09                        5032.70                  817.00                680.50                    797.65              9,979,858                        752.21
     Dec-09                        5201.05                  883.90                792.30                    872.45              9,502,122                        799.56




                                                   ACC Share Price at NSE & S & P CNX NIFTY
                        6000                                                                                                                      940

                        5500                                                                                                                      870
                                                                                                                                                        ACC Share Price on NSE




                        5000                                                                                                                      800
        S&P CNX Nifty




                        4500                                                                                                                      730

                        4000                                                                                                                      660

                        3500                                                                                                                      590

                        3000                                                                                                                      520

                        2500                                                                                                                      450
                               Jan-09   Feb-09   Mar-09   Apr-09    May-09   Jun-09   Jul-09     Aug-09    Sep-09    Oct-09     Nov-09   Dec-09

                                                                                  Date

                                                            S&P CNX Nifty Close                ACC Share Price (in NSE) Close




54
SHARE TRANSFER SYSTEM AND OTH ER RELATED MATTERS
SHARE          SY     AND OT      ELAT
                                 RELA        ERS
                                         MATTER
i.           ansfers
     Share transf
     Share transfers
     The share transfers in physical form are presently processed and the share certificates
     are generally returned within a period of 15 days from the date of receipt.
    Nomination facility for shareholding
ii. Nomination facility for shareholding
     As per the provisions of the Companies Act, 1956, facility for making nomination is
     available for shareholders in respect of shares held by them. Those shareholders who
     hold shares in physical form may obtain nomination forms from the Share Department
     of the Company.
       yment                         tronic
                         through Electr              Service
iii. Payment of dividend through Electronic Clearing Service
     The Securities and Exchange Board of India (SEBI) has made it mandatory for all
     companies to use the bank account details furnished by the depositories for depositing
     dividends. As per the recent RBI guidelines, effective from September 30, 2009, ECS
     credit will be moved completely on National Electronic Clearance System (NECS)
     platform through core banking system. Accordingly, dividend will be credited to the
     shareholders’ bank account through NECS where complete core banking details are
     available with the Company. In the event any branch of a bank has not migrated to
     core banking system, or where the core banking account number is not furnished by
     the shareholder to the Depository/Company as the case may be, the Company will
     print the details available in its records on the dividend warrants to be issued to the
     shareholders. The Company is complying with SEBI’s directive in this regard.
iv.
iv. Unclaimed Dividends
     The Company is required to transfer dividends which have remained unpaid /unclaimed
     for a period of seven years to the Investor Education & Protection Fund established by
     the Government. The Company will accordingly be required to transfer in August
     2010, the dividend for the year ended March 31, 2003 which have remained unclaimed
     / unpaid.
     As in the past, the Company will send intimation to shareholders whose dividend
     warrants have not been encashed. Shareholders are requested to revert to the Company
     if they have not received / encashed their dividend warrants.
v.   Correspondence regarding change of address etc.
                     egarding
      orrespondence regar               address etc.
     Shareholders are requested to ensure that any correspondence for change of address,
     change in Bank Mandates etc., should be signed by the first named shareholder. The
     Company is now also requesting for supporting documents such as proof of residence
     and proof of identification, whenever a letter requesting for change of address is
     received. This is being done in the interest of shareholders, as we have come across
     cases where attempts are made to fraudulently change the registered address of
     shareholders by unscrupulous parties. Shareholders are requested to kindly co-operate
     and submit the necessary documents/evidence while sending the letters for change
     of address. Shareholders who hold shares in dematerialised form should correspond
     with the Depository Participant with whom they have opened Demat Account(s).

                                                                                         55
                        shares
     vi. Subdivision of shares
            The Company had subdivided the face value of its shares from Rs. 100 each to Rs. 10
            each in 1999. The old shares having face value of Rs. 100 are no longer tradable in the
            Stock Exchanges. Despite reminders, many shareholders are yet to exchange their old
            share certificates of face value Rs. 100 with the new share certificates having face
            value of Rs. 10. Shareholders holding share certificates of the face value of Rs. 100
            each are requested to send the certificates to the share department of the Company
            for exchange.
     vii. Pending Investors’ Grievances
                  Inv        Griev
            Any shareholder whose grievance has not been resolved satisfactorily, may kindly
            write to the Company Secretary at the Registered Office with a copy of the earlier
            correspondence.
                     shareholding
     Distribution of shareholding as on December 31, 2009
      No. of Equity
      No.                      No. of
                               No.               Percentage of
                                                  ercen
                                                    centage           No. of Equity
                                                                      No.              Percentage of
                                                                                          centage
                                                                                        ercen
          shares
          shares            shareholders
                            shareholders          shareholders
                                                  shareholders         shares
                                                                       shares held     shareholding
                                                                                       shareholding

      1 to 50                        80604                 59.97             1532252             0.82
      51 to 100                      17312                 12.88             1430000             0.76
      101 to 200                     13303                  9.90             1994833             1.06
      201 to 500                     11799                  8.78             3895239             2.07
      501 to 1000                    5580                   4.15             4054129             2.16
      1001 to 5000                   4894                   3.64             9945728             5.30
      5001 to 10000                    502                  0.37             3439141             1.83
      10001 & above                    421                  0.31         161448970             86.00
      TOTAL                         134415               100.00          187740292            100.00

     Shareholding Pattern as on December 31, 2009
     Shareholding Pa
                       Category of Shareholder
                         tegory    Shareholder                   Number          Total     Percentage
                                                                                              centage
                                                                                            ercen
                                                                 of share-
                                                                    share-    number of        Share
                                                                                            of Share
                                                                  holders       shares
                                                                                shares       Capital
      (A)     Shareholding of Promoter and
              Shareholding    Promoter
              Promoter Group
              Promoter Group
      (1)     Indian
      (a)     Individuals/Hindu Undivided Family                        0              0               0
      (b)     Central Government/State Government(s)                    0              0               0
      (c)     Bodies Corporate                                          1     86191067         45.91
      (d)     Financial Institutions/Banks                              0              0               0
      (e)     Any Other (specify)                                       0              0               0
              Sub - Total (A)(1)                                        1     86191067         45.91

56
                Category of Shareholder
                  tegory    Shareholder             Number         Total    Percentage
                                                                               centage
                                                                             ercen
                                                    of share-
                                                       share-   number of       Share
                                                                             of Share
                                                     holders      shares
                                                                  shares      Capital

(2)   Foreign
       oreign

(a)   Individuals (Non-Resident Individuals/
      Foreign Individuals)                                 0            0           0

(b)   Bodies Corporate                                     1      541000         0.29

(c)   Institutions                                         0            0           0

(d)   Any Other (specify)                                  0            0           0

      Sub - Total (A)(2)                                   1     541000          0.29

      Total Shareholding of Promoter and
            Shareholding    Promoter
      Promoter Group (A)= (A)(1)+(A)(2)
      Promoter Group                                       2    86732067        46.20

(B)   Public shareholding
             shareholding

(1)   Institutions

(a)   Mutual Funds/UTI                                  105      3262978         1.74

(b)   Financial Institutions/Banks                      133     36031029        19.19

(c)   Central Government/State Government(s)               5      397295         0.21

(d)   Venture Capital Funds                                0            0           0

(e)   Insurance Companies                                  0            0           0

(f)   Foreign Institutional Investors                   246     20799345        11.08

(g)   Foreign Venture Capital Investors                    0            0           0

(h)   Any Other (specify)                                  0            0           0

      Sub - Total (B)(1)                                489     60490647        32.22

(2)   Non-Institutions

(a)   Bodies Corporate                                 1775      9419659         5.02

(b)   Individuals -

      i. Individual shareholders holding nominal
         share capital upto Rs.1 lakh.              128849      25460096        13.56

      ii. Individual shareholders holding nominal
          share capital in excess of Rs.1 lakh          142      3614388         1.93


                                                                                     57
                     Category of Shareholder
                       tegory    Shareholder               Number          Total       Percentage
                                                                                          centage
                                                                                        ercen
                                                           of share-
                                                              share-    number of          Share
                                                                                        of Share
                                                            holders       shares
                                                                          shares         Capital
      (c)   Any Other (specify)
            i. Directors:
               Mr. Sumit Banerjee,                                1            500          0.00
               Managing Director
               Mr. M. L. Narula                                   1         12000           0.01
               (Non Executive Director)                                (Pursuant to
                                                                            Options
                                                                         excercised
                                                                        under ESOS
                                                                           Schemes
                                                                         during his
                                                                          tenure as
                                                                         Managing
                                                                           Director)
               Mr. Shailesh Haribhakti                            1            100          0.00
               (Non Executive Director)
            ii. Shares held by Pakistani Citizens vested
                with the Custodian of Enemy Property           172        385965            0.21
            iii. Other Foreign Nationals                          4          1130           0.00
            iv. Foreign Bodies                                    0               0            0
            v. NRI/OCBs                                       2587        839626            0.45
            vi. Clearing Members/Clearing House                356        131929            0.07
            vii. Trusts                                          39       664785            0.35
            Sub - Total (B)(2)                             133924      40517578            21.58
            Total Public Shareholding (B)= (B)(1)+(B)(2) 134413
                  Public Shareholding                                  101008225           53.80
            TOTAL (A)+(B)                                  134415      187740292          100.00
      (C)   Shares
            Shares held by Custodians and against
                   Depository Receipts hav
            which Depository Receipts have been
            issued                                                0               0            0
            GRAND TOTAL (A)+(B)+(C)
              AND
            GRAN        (A)+(B)+(C)                        134415      187740292          100.00

     Foreign Promoters Group Disclosure
      oreign Promoters Group Disclosure
     Foreign Promoters shareholding in the Company is held by Holderind Investments Ltd.,
     Mauritius and indirectly through its Indian subsidiary Ambuja Cements India Pvt. Ltd.
     Holderind Investments Ltd., Mauritius (Holcim Mauritius) has informed the Company that,
     Holcim Limited, Holderfin B.V., Holcim (India) Private Ltd. and Ambuja Cements India Pvt.
     Ltd. are companies belonging to the same group (hereinafter referred as “Holcim Group”)
     as defined under the Monopolies and Restrictive Trade Practices Act, 1969.

58
Statement showing Shareholding of more than 1% of the Capital as on December 31, 2009
   tement
Statemen          Shareholding    more                Capital
 Sr.
 Sr.                           shareholders
                  Names of the shareholders                            Number of      Percentage
                                                                                          centage
                                                                                       ercen
 No.
 No.                                                                     shares
                                                                        shares            Capital
                                                                                       of Capital

  1     Ambuja Cement India Private Limited
        (Promoter)                                         86191067       86732067          46.20

        Holderind Investments Ltd (Promoter)                541000

  2     Life Insurance Corporation of India                               31681260          16.88

  3     ICICI Prudential Life Insurance Company Ltd.                        4984776          2.66

  4     J.P. Morgan Asset Management (Europe)
        S.A.R.L. A/c JP Morgan Funds Emerging
        Markets Equity Fund                                                 3067219          1.63

        TOTAL                                                         126465322             67.36

Dematerialisation of shares and Liquidity
    terialisation
Dematerialisa        shares
 Equity Shares of the Company dematerialized as on December 31, 2009                     94.13%
The Company has entered into agreements with both National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders
have an option to dematerialize their shares with either of the depositories.
Global Depository Receipts (GDRs) or any Convertible instruments, Conversion Dates
                            GDRs)
       Depository Receipts (GDRs     any Con ertible instruments Con
                                          onv                 ts, onv        Dates
and likely impact on Equity
    likely impact
(i) 64,62,000 Global Depository Receipts (GDRs) were issued in March / April 2004 at a
    share price of U.S. $6.19 (equivalent to Rs. 280.05) per GDR at about 1% premium on
    closing share price of Rs. 277.35 on March 8, 2004 on the Bombay Stock Exchange
    Limited (BSE) representing 64,62,000 Equity Shares. The Company has terminated the
    Depository Agreement with effect from October 15, 2008 and the GDRs have been
    delisted from the London Stock Exchange. The GDR holders were given time to
    surrender their GDR’s in exchange for Equity Shares up to April 15, 2009. Citibank
    who were the depository for the GDRs have recently sold the underlying shares and
    the GDRs stand extinguished.
(ii) As on December 31, 2009, the following Employees’ Stock Options have been granted
     which remain unexercised :-
       ESOS Scheme              No. of Unexercised
                                No.    Unexercised               date for
                                                            Last date for         Exercise Price
                                                                                    ercise
                                     Options                     ercise
                                                              exercise                 Rs.

      ESOS 2001                                   4,054      31.10.2010                     127/-
      ESOS 2004                                      NIL     15.12.2009                     314/-
                              (4,664 options excercised
                          before 15.12.2009 and shares
                                  allotted in Jan. 2010)
      Total                                       4,054

Accordingly, if all the Employee Stock Options get exercised the Share Capital will go up
by 4,054 shares (Rs.0.41 lakhs) and the reserves will go up by Rs. 4.74 lakhs.

                                                                                                   59
     Location and time of General Meetings held in last three years:
      ocation             General                       three years:
       ompany’y’s
      Company’s     AGM/              Location
                                       ocation                        Date
                                                                      Date             Time
      Financial     EGM
      Year
      2008          AGM      Birla Matushri Sabhagar,           April 8, 2009         3.00 p.m.
                             19, Sir Vithaldas Thackersey Marg,
                             Mumbai 400 020
      2007          AGM      Birla Matushri Sabhagar,           April 24, 2008        3.00 p.m.
                             19, Sir Vithaldas Thackersey Marg,
                             Mumbai 400 020
      2006          AGM      Birla Matushri Sabhagar,           March 28, 2007        10.00 a.m.
                             19, Sir Vithaldas Thackersey Marg,
                             Mumbai 400 020
      2006          EGM      Yashwantrao Chavan Pratisthan,        June 8, 2006       11.30 a.m.
                             Gen. Jagannath Bhosale Marg,
                             Mumbai 400 021

                         esolution(s)
                        Resolution(s         at General                          three
     Details of Special Resolution(s) passed at General Meetings during the last three
     years Annual General Meetings (AGM)
                  General             (AGM)

     At the 73rd Annual General Meeting held on April 8, 2009, one Special Resolution was
     passed pertaining to the alteration of Article 157 (ii) of the Articles of Association of the
     Company which deals with the manner in which the Seal of the Company is to be used.
     The Resolution was put to vote and was passed with the requisite majority.

     At the 72nd Annual General Meeting held on April 24, 2008, no Special Resolutions were
     passed.

     At the 71st Annual General Meeting held on March 28, 2007, no Special Resolutions were
     passed.

     Extraordinary General Meetings (EGM)
         aordinar
      xtraordinary General

     Pursuant to the Order dated May 5, 2006 passed by the High Court of Judicature at
     Bombay in Company Application No. 596 of 2006, a Meeting of the Shareholders was
     convened on June 8, 2006 for approving the Schemes of Amalgamation of Tarmac (India)
     Limited, a wholly owned subsidiary of the Company with ACC. As required by law, a poll
     was conducted at the Meeting and the Resolution pertaining to the approval of the Scheme
     of Amalgamation was passed with the requisite majority.

                Resolution         through                                onducted
                                                                         conduc
     Details of Resolution passed through postal ballot, the persons who conducted the
     postal ballot exercise and details of the voting pattern
                   exercise                    voting pattern

     During the year under review no resolution has been passed through the exercise of
     postal ballot.



60
FINANCIAL CALENDAR:
  NANCIAL CALEN
FINANC     ALEND
 Board Meeting for consideration of Accounts      February 4, 2010
 for the financial year ended December 31,
 2009 and recommendation of dividend
 Posting of Annual Reports                        On or before March 11, 2010
 Book Closure Dates                               March 26, 2010 to April 8, 2010
                                                  (both days inclusive)
 Last date for receipt of Proxy Forms             April 6, 2010 before 3.00 p.m.
 Date, Time & Venue of the 74th Annual            April 8, 2010 at 3.00 p.m.
 General Meeting                                  Birla Matushri Sabhagar
                                                  19, Sir Vithaldas Thackersey Marg,
                                                  Mumbai 400 020
 Dividend Payment date                            April 13, 2010
 Probable date of despatch of warrants            April 10, 2010
 Board Meeting for consideration of               Within one month from the end of the
 unaudited quarterly results for the financial    quarter as stipulated under the Listing
 year ending December 31, 2010                    Agreement with the Stock Exchanges.
 Audited results for the current financial year   Within three months from the end of
 ending December 31, 2010                         the last quarter as stipulated under the
                                                  Listing Agreement with the Stock
                                                  Exchanges.

                                                           For and on behalf of the Board

                                                                             N S Sekhsaria
                                                                                Chairman
Mumbai: February 4, 2010




                                                                                        61
                                   DECLARATIONS
     Compliance with Code of Business Conduct and Ethics
                     Code              onduct
                                      Conduc      Ethics

     As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the
     Board Members and the Senior Management Personnel have confirmed compliance with
     the Code of Conduct and Ethics for the year ended December 31, 2009.


                                                                               For ACC Limited

                                                                              Sumit Banerjee
                                                                            Managing Director
     Mumbai: February 4, 2010




                 ertifica
            CFO Certification
     C EO / CFO Certification

     As required by sub clause V of Clause 49 of the Listing Agreement with the Stock Exchanges,
     we have certified to the Board that for the financial year ended December 31, 2009, the
     Company has complied with the requirements of the said sub clause.


     For ACC Limited                                                           For ACC Limited

     Sumit Banerjee                                                                Sunil Nayak
     Managing Director                                                   Chief Financial Officer

     Mumbai: February 4, 2010




62
                                                               S.R. Batliboi & Associates
                                                                    Batliboi Associates
                                                                  Chartered Accountants
                                                                  Charter Accountants
                                                                      tered     ountan

                                                                  2 nd Floor, Urmi Estate,
                                                                       Floor,       state,
                                                                                   Esta
                                                                               Compound,
                                                                 Jalan Mills Compound,
                                                            95, Ganpatrao Kadam Marg ,
                                                                Ganpatr Kadam Marg
                                                                       trao
                                                                                     arel,
                                                                               ower Par
                                                                              Lower Parel,
                                                                      Mumbai – 400 013


         AU DITORS’ CERTI FICATE ON CORPORATE GOVERNANCE
               ORS’ ERT
            DITOR CER FICA           ORP        VERNANC
                                    COR ORA GOVERNANCE
TO THE MEMBERS OF ACC LIMITED

We have examined the compliance of conditions of Corporate Governance by ACC Limited,
for the year ended December 31, 2009, as stipulated in Clause 49 of the Listing Agreement
of the said Company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the
Management. Our examination was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.

In our opinion and to the best of our information and according to the explanations given
to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the Management has
conducted the affairs of the Company.


                                                            For S. R. Batliboi & Associates
                                                                   Chartered Accountants


                                                                         per Sudhir Soni
                                                                                 Partner
                                                                  Membership No.: 41870
Mumbai: February 4, 2010




                                                                                        63
                                                                              FINANCIAL ANALYSIS / HIGHLIGHTS


FINANCIAL ANALYSIS OF ACC LIMITED (STANDALONE)

     1.   Net Sales:
                                                                                                                     Figures in Rs. Crore
                                                                      2009              2008              Change             Change%

          Sale of Products and Services (Gross)                    8,724.24          8,234.02              490.22                5.95%

          Less - Excise Duty                                         697.04           951.15              (254.11)             -26.72%

          Sale of Products and Services (Net)                      8,027.20          7,282.87              744.33              10.22%
          The net sales increased by 10.22% during current year over previous year mainly due to higher cement realization.
          Cement volumes increased by 2.43% during the current year which can be seen from the following table:
                                                                                                            Figures in million tonnes
                                                                      2009              2008              Change             Change%

          Cement                                                      21.52             21.01                0.51                2.43%

          Clinker                                                      2.02              3.99               (1.97)             -49.37%


     2.         Income:
          Other Income:
                                                                                                                     Figures in Rs. Crore
                                                                      2009              2008              Change             Change%

          Other operating income                                    163.70            165.53                (1.83)              -1.11%

          Other income                                                77.41           123.18               (45.77)             -37.16%
          Other operating income comprises sale of stores, materials etc., sale of surplus generated power, provision no longer
          required written back etc. The other operating income has decreased marginally by 1.11% during current year as compared
          to previous year.
          During the current year, other income is decreased by 37.16% as compared to previous year, primarily on account of
          decrease in interest income by Rs. 38.02 Crore due to lower amount of interest on Fixed Deposits with bank, due to higher
          interest on income tax refund in the previous year and also on account of lower dividends from long term investment by
          Rs. 7.60 Crore.

     3.   Purchase of Cement:
           urchase     ement:
                      Cemen
                                                                                                                     Figures in Rs. Crore
                                                                      2009              2008              Change             Change%

          Purchase of Cement                                          93.16             87.36                5.80                6.64%
          During the current year there is marginal increase in purchase of cement for trading purpose.


     4.   Raw Materials Consumed:
              Materials Consumed:
                                                                                                                     Figures in Rs. Crore
                                                                      2009              2008              Change             Change%

          Raw Materials Consumed                                    891.51            799.12                92.39              11.56%
          The raw materials consumption of the Company increased by 11.56 % over the previous year mainly due to higher prices of
          Gypsum and Slag consumed.

64
5.   Packing Materials Consumed:
             Materials Consumed:
                                                                                                             Figures in Rs. Crore
                                                                 2009              2008           Change             Change%
     Packing Materials Consumed                                238.72            280.14            (41.42)             -14.79%
     There is significant reduction of 14.79 % in Packing Material consumed due to decrease in the price of bags consumed for
     despatch of cement.

6.   Power and Fuel:
      ower     Fuel:
                                                                                                             Figures in Rs. Crore
                                                                 2009              2008           Change             Change%
     Power and Fuel                                           1,539.65          1,598.96           (59.31)              -3.71%
     There is increase in the price of indigenous coal and imported coal but cost of Power and Fuel consumption has
     decreased as compared to previous year on account of optimization of coal mix and lesser consumption of coal per unit
     of power.

7.   Repairs:
                                                                                                             Figures in Rs. Crore
                                                                 2009              2008           Change             Change%
     Repairs                                                   405.31            361.85              43.46             12.01%
     Expenditure on account of repairs has increased by 12.01% due to consumption of refractories, liners, grinding media,
     spare parts, maintenance materials and other third party maintenance services.

8.   Royalty:
        alty:
                                                                                                             Figures in Rs. Crore
                                                                 2009              2008           Change             Change%
     Royalty                                                     98.39             86.69             11.70             13.50%

     There is increase in royalty paid on limestone as royalty rate has increased from Rs. 45 to Rs. 63 per tonne
     w.e.f. 13th Aug 2009.

9.   Payments to and Provisions for Employees:
       yments        Pro        for Employ
                                                                                                             Figures in Rs. Crore

                                                                 2009              2008           Change             Change%
     Payment and provision for employees                       367.71            416.32            (48.61)             -11.68%
     There is increase in employee cost on account of annual increment, Hay grade implementation for aligning the remuneration
     with current market and compensation paid under Voluntary Retirement Scheme. During the current year, the Company
     has recognized a credit of Rs. 26.61 Crore (Previous Year charge of Rs. 34.13 Crore) due to change in discounting rate in
     valuation of present value of employee benefit liabilities as per Accounting Standard 15 (Revised) - “Employee Benefits”
     notified pursuant to the Companies (Accounting Standards) Rules, 2006.

10. Loading , Transportation and other charges:
     oading, ansporta tation           charges:
                                                                                                             Figures in Rs. Crore
                                                                 2009              2008           Change             Change%
     Loading, Transportation and other charges                  169.69           176.98             (7.29)              -4.12%
     Cost of Loading, Transportation and other charges has marginally decreased as compared to previous year.
     During the current year there is no major variance in C&F charges (decreased by Rs. 2 per tonne in the current year) as
     compared to previous year.


                                                                                                                              65
             ount, ebates
         Discoun Reba          Allowances:
     11. Discount, Rebates and Allowances:
                                                                                                                    Figures in Rs. Crore
                                                                      2009               2008           Change              Change%

         Discount, Rebates and Allowances                             93.49            105.20             (11.71)             -11.13%
         The cost of Discount, Rebates and Allowances has decreased by 11.13 % on account of discontinuation of one of discount
         scheme.


     12. Rates and Taxes:
                    axes:
                                                                                                                    Figures in Rs. Crore
                                                                      2009               2008           Change              Change%

         Rates and taxes                                             101.45              98.75              2.70                2.73%
         An increase in additional goods tax in the state of Himachal Pradesh, partly nullified by a reduction in entry tax in the
         state of UP, has lead to an overall impact increase by 2.73% in the rates and taxes.


     13. Advertisement:
            ertisemen
         Advertisement:
                                                                                                                    Figures in Rs. Crore
                                                                      2009               2008           Change              Change%

         Advertisement                                                53.16              47.56              5.60              11.77%
         There is increase in advertisement expenditure by 11.77% as compared to previous year on account of new facilities.


     14. Outward Freight Charges on Cement etc:
             ard
         Outwar Freight Charges      ement
                                    Cemen
                                                                                                                    Figures in Rs. Crore
                                                                      2009               2008           Change              Change%

         Outward Freight Charges on Cement etc                     1,054.41           1,001.58             52.83                5.27%
         There is increase in cost of Outward freight charges on cement due to increase in railway freight for cement w.e.f. December
         2008 and the variation between the rates is 7%.

               Expenses:
     15. Other Expenses:
                                                                                                                    Figures in Rs. Crore
                                                                      2009               2008           Change              Change%

         Excise Duties (Net)                                          84.54            117.08             (32.54)             -27.79%

         Rent                                                         32.59              33.22             (0.63)              -1.90%

         Insurance                                                    17.60              17.86             (0.26)              -1.46%

         Stores and Spare parts Consumed                              10.03              13.86             (3.83)             -27.63%

         Commission on Sales                                          23.12              20.24              2.88              14.23%

         Other Expenses                                              270.48            286.55             (16.07)              -5.61%

         Provision for Bad and Doubtful Debts                         31.26               0.71             30.55            4302.82%

         TOTAL                                                       469.62            489.52             (19.90)              -4.07%




66
    There is decrease in excise duty charges due to reduction in excise rate on clinker consumed for captive consumption at
    exempted units.
    During the current year, there is marginal decrease in rent cost as compared to previous year.
    As compared to previous year there is a reduction in the consumption of stores and spares consumed by Rs. 3.83 Crore.
    During the current year, the Company has introduced cost reduction initiatives as a result of which there is decrease in
    other expenses as compared to previous year.
    During the current year, provision is made of Rs. 29 Crore in respect of sales tax incentive available under a state government
    policy in respect of one of its cement plants as compared to previous year.

        eciation:
    Deprecia
16. Depreciation:
                                                                                                                 Figures in Rs. Crore
                                                                   2009               2008            Change             Change%
    Depreciation                                                 342.09             294.18              47.91              16.29%
    There is increase in depreciation on account of asset capitalization of Rs. 1,005.71 Crore as compared to Rs. 492.02 Crore in
    the previous year.
    During the current year, there is commissioning of major portion of Bargarh expansion / modernization project along with
    captive power plant and grinding plants at Kudithini and Thondebhavi with capacity of 1.1 MTPA and 1.6 MTPA respectively.

17. Interest Charges:
    Inter
      terest Charges:
                                                                                                                 Figures in Rs. Crore

                                                                   2009               2008            Change             Change%
    Interest Charges                                               84.30              39.96             44.34             110.96%
    Interest charges comprise interest on debenture, term loans, interest on income tax and other interest.
    The Company has raised Rs. 500 Crore (Rs. 200 Crore in the previous year in the month of Dec 08) through private
    placement of secured non-convertible debenture. The interest charges on debentures have been capitalised of Rs. 26.38
    Crore as compared to Rs. 1.36 Crore in the previous year. Further during the current year, in the month of December 09 the
    Company has repaid the rupee Term loan of Rs. 200 Crore. During the Current year, there is significant increase in other
    interest charges as compared to previous year mainly due to interest claim on delayed payment of royalty on limestone
    relating to earlier years worth Rs. 22.43 Crore. The Company has filed a writ petition in the High Court of Shimla challenging
    the said claim. Further during the current year the Company has provided interest on income tax of Rs. 17.58 Crore.

18. Exceptional Items:
                                                                                                                 Figures in Rs. Crore

                                                                   2009               2008            Change             Change%
    Exceptional Items                                                 —               48.86            (48.86)           -100.00%
    There are no exceptional items as compared to previous year which includes profit on sale of investment in ACC Machinery
    Company limited and sale of land at Sanatnagar.

     ixed
19. Fixed Assets:
                                                                                                                 Figures in Rs. Crore

                                                                   2009               2008            Change             Change%
    Net Fixed Assets                                            4,158.29          3,469.70             688.59              19.85%
    Capital Work in progress                                    2,156.21          1,602.86             553.35              34.52%
    Net Fixed Assets increased by 19.85% as compared to previous year mainly due to commissioning of major portion of
    Bargarh expansion / modernization project along with captive power plant with an incremental capacity of 1.1 MTPA and
    grinding plants at Kudithini and Thondebhavi with capacity of 1.1 MTPA and 1.6 MTPA respectively.



                                                                                                                                  67
         Capital work in progress increased by 34.52% as compared to previous year mainly due to expenditure incurred as part of
         the on-going expansion / modernization projects at Wadi, Chanda and others.

         Investments:
     20. Investments:
                                                                                                                  Figures in Rs. Crore
                                                                     2009               2008           Change             Change%

         Investments                                              1,475.64            679.08            796.56             117.30%
         There is increase in Investments mainly on account of subscription of 1% cumulative Redeemable Preference Shares of
         Rs. 100 Crores in ACC Concrete Limited, acquisition of 100% stake in National Limestone Company Pvt. Ltd (a Company
         engaged in mining of limestone) and subscription of Rs. 4.90 Crore of Equity shares in ACC Mineral Resources Limited.
         There has also been a substantial increase in the investment of mutual funds as compared to previous year. As on December
         31, 2009 the Company invested Rs. 1,129.47 Crore in mutual funds out of the cash surplus / internal accrual lying with the
         Company.


     21. Stock-in-trade and Stores & Spares:
              -in-trade
         Stock-in-tr        Stores   Spares:
                                                                                                                  Figures in Rs. Crore
                                                                     2009               2008           Change             Change%

         Stock-in-trade and Stores & Spares                         778.98            793.27            (14.29)              -1.80%
         The Stock-in-trade as on 31st December, 2009 was lower than the level of 31st December, 2008 by Rs. 14.29 Crore mainly on
         account of decrease in inventory of imported coal. Further the raw materials inventory was higher than last year due to a
         significant increase in the prices of Gypsum.

         Sundry
     22. Sundry Debtors:
                                                                                                                  Figures in Rs. Crore
                                                                     2009               2008           Change             Change%

         Sundry Debtors                                             203.70            310.17           (106.47)             -34.33%
         There is decrease in Sundry Debtors by 34.33% as compared to previous year. During the year provision is made of Rs. 29.44
         crore in respect of sales tax incentive as well as Rs. 15 Crore on account of Capital Subsidy as receivable under a state
         government policy in respect of one of its cement plants.
         A days sale outstanding for cement customer third party as on 31st December, 2009 is 2.95 as compared to 4.45 as on 31st
         December, 2008.


                   ent
               Curren
     23. Other Current Assets:
                                                                                                                  Figures in Rs. Crore
                                                                     2009               2008           Change             Change%

         Other Current Assets                                        10.99             20.67             (9.68)             -46.83%
         Other current assets comprises accrued interest and asset held for disposal. Accrued interest includes interest on fixed
         deposits and government securities. During the current year, the other current assets have gone down due to decrease in
         accrued interest on fixed deposit as compared to previous year..

                   Advances:
     24. Loans and Advances:
                                                                                                                  Figures in Rs. Crore
                                                                     2009               2008           Change             Change%

         Loans and Advances                                         554.42            651.28            (96.86)             -14.87%



68
    Loans and advances decreased mainly due to realization of inter corporate deposit of Rs. 100 crore given to ACC Concrete
    Limited, a wholly owned subsidiary of the Company.
    During the current year, there is an increase in balance with excise, customs ports and other authorities by Rs. 9 crore on
    account of availment of cenvat credit on capital items, on account of on-going CAPEX projects at Kudithini, Thondebhavi,
    Wadi, Chanda and Bargah plants and the same will be utilized in the next year since Company has registered itself under
    the Large Tax Payer Unit (LTU) w.e.f. October 1, 2009.

        ent
    Curren
25. Current Liabilities:
                                                                                                              Figures in Rs. Crore
                                                                 2009              2008            Change             Change%

     Current Liabilities                                      2,060.34          1,801.79            258.55              14.35%
    Current liabilities have increased by 14.35% as compared to previous year primarily on account of higher provision for
    marketing and sales expenses, which in turn is arising out of higher sales during the year and increase in provision for
    expenses in line with the increase in turnover etc.


    Pro
26. Provisions:
                                                                                                              Figures in Rs. Crore
                                                                 2009              2008            Change             Change%

     Provisions                                               1,091.88            963.93            127.95              13.27%
    During the current year provisions have increased on account of provision of proposed dividend of Rs. 13 per share as
    compared to Rs. 10 per share in the previous year. Liability has also increased on account of provision for income tax,
    further provision in respect of retirement benefits has decreased on account of change in discounting rate.


27. Loan Funds:
         Funds:
                                                                                                              Figures in Rs. Crore
                                                                 2009              2008            Change             Change%

     Secured Loans                                             550.00             450.00            100.00              22.22%

     Unsecured Loans                                             16.92             32.03            (15.11)             -47.17%
    There is increase in secured loans primarily on account of issuance of Rs. 300 Crore secured non-convertible debentures in
    the month of October 2009. During the current year, rupee term loan of Rs. 200 Crore has been repaid in the month of
    December 2009.
    During the current year, unsecured Loans have been decreased on account of repayment of loan taken from KRDCL.




                                                                                                                               69
FINANCIAL HIGHLIGHTS

                                                                                                               ore
                                                                                                             Cror
                                                                                                         Rs. Crore

                              2009      2008    2007    2006    2005* 2004-05 2003-04 2002-03 2001-02 2000-01

  NCO   ST
I NCOME STAEMENT

Net Sales                     8,027     7,283   6,991   5,803   3,221   3,902   3,284   2,860    2,831     2,576

Operating EBIDTA              2,643     1,899   1,993   1,717    616      715     496     353     482        390

Profit before Tax            2,294      1,737   1,930   1,620    684      444     254     118     164         51

Profit after Tax              1,607     1,213   1,439   1,232    544      378     200     104     130         57



BALANCE SHEET
 ALANCE SHEET

Net Worth                    6,016      4,928   4,153   3,142   2,130   1,585   1,319   1,024     946      1,082

Borrowings                     567       482     306     771    1,071   1,408   1,353   1,405    1,508     1,657

Net Fixed Assets             6,315      5,073   3,964   3,481   3,122   2,872   2,472   2,456    2,317     2,298

Current Assets               2,294      2,760   2,203   1,921   1,421   1,214   1,040     891     896        908

Current Liabilities          3,152      2,766   2,221   1,672   1,335   1,076     941     807     700        649

Capital Employed             6,932      5,746   4,791   4,234   3,502   3,301   2,982   2,720    2,761     2,809



SIGN I FICANT RATIOS
SIGNI FICANT RA

Operating EBIDTA /
Net sales                      33%       26%     29%     30%     19%     18%     15%     12%      17%        15%

Return on Capital
Employed                       49%       40%     42%     41%     19%     18%     12%      9%      13%        11%

Return on Net Worth            27%       25%     35%     39%     34%     24%     15%     10%      14%         5%

Current Ratio                  0.73      1.00    0.99    1.15    1.06    1.13    1.11    1.10     1.28       1.40

Debts Equity Ratio             0.09      0.10    0.07    0.25    0.50    0.89    1.02    1.37     1.59       1.53

Price Earning Ratio           10.23      7.39   13.74   16.44   17.74   17.25   21.62   23.60    20.15     40.22

Dividend Yield Ratio               3%     4%      2%      1%      2%      2%      2%      2%       2%         1%

Net Worth per Share (Rs.)      320       263     221     168     115       89      74      60      55         63

Net Sales per Share (Rs.)      428       388     373     310     175      219     185     167     166        151

Basic Earnings
per Share (Rs.)               85.60     64.63   76.75   66.02   30.02   21.23   11.68    6.08     7.64       3.35

*Pertains to nine months period.



70
AUDITOR’S REPORT TO THE MEMBERS
OF ACC LIMITED

                  1.   We have audited the attached Balance Sheet of ACC Limited (‘the Company’) as at
                       December 31, 2009 and also the Profit and Loss Account and the Cash Flow Statement for the
                       year ended on that date annexed thereto. These financial statements are the responsibility of the
                       Company’s management. Our responsibility is to express an opinion on these financial statements
                       based on our audit.

                  2.   We conducted our audit in accordance with auditing standards generally accepted in India. Those
                       Standards require that we plan and perform the audit to obtain reasonable assurance about
                       whether the financial statements are free of material misstatement. An audit includes examining,
                       on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
                       audit also includes assessing the accounting principles used and significant estimates made by
                       management, as well as evaluating the overall financial statement presentation. We believe that
                       our audit provides a reasonable basis for our opinion.

                  3.   As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (‘the said Order’) issued
                       by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies
                       Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and
                       5 of the said Order.

                  4.   Further to our comments in the Annexure referred to above, we report that:

                       a)   we have obtained all the information and explanations, which to the best of our knowledge
                            and belief were necessary for the purposes of our audit;

                       b)   in our opinion, proper books of account as required by law have been kept by the Company
                            so far as appears from our examination of those books;

                       c)   the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
                            report are in agreement with the books of account;

                       d)   in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt
                            with by this report comply with the accounting standards referred to in sub-section (3C) of
                            Section 211 of the Companies Act, 1956;

                       e)   on the basis of the written representations received from the directors, as on
                            December 31, 2009, and taken on record by the Board of Directors, we report that none of
                            the directors is disqualified as on December 31, 2009 from being appointed as a director in
                            terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

                       f)   in our opinion and to the best of our information and according to the explanations given to
                            us, the said accounts give the information required by the Companies Act, 1956, in the manner
                            so required and give a true and fair view in conformity with the accounting principles generally
                            accepted in India:

                            (i)   in the case of the Balance Sheet, of the state of affairs of the Company as at December
                                  31, 2009;

                            (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date;
                                 and

                            (iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.


                  For S.R. BATLIBOI & ASSOCIATES
                  Chartered Accountants

                  per Sudhir Soni
                  Partner
                  Membership No. 41870

                  Place: Mumbai
                  Date: February 4, 2010


                                                                                                                        71
                                               ANNEXURE TO THE AUDITOR’S REPORT
                                                (Referred to in paragraph 3 of our Report of even date)
                                                  eferr
                                                (Referred          agraph
                                                                paragr              eport
                                                                                   Repor     ev date)
                                                                           AC          (‘the Company’)
                                                                                              ompany’
                                                                       Re: ACC Limited (‘the Company’

     (i)     (a) The Company has maintained proper records showing full particulars, including quantitative
                 details and situation of fixed assets.
             (b) A substantial portion of fixed assets has been physically verified during the year by the
                 management and in our opinion the frequency of verification is reasonable having regard
                 to the size of the Company and the nature of its assets. No material discrepancies were
                 noticed on such verification.
             (c)   Fixed assets disposed off during the year were not substantial. According to the information
                   and explanations given by the management and on the basis of audit procedures performed
                   by us, we are of the opinion that the disposal of fixed assets has not affected the going
                   concern of the Company.
     (ii)    (a) The management has conducted physical verification of inventory at reasonable intervals
                 during the year.
             (b) The procedures of physical verification of inventory followed by the management are
                 reasonable and adequate in relation to the size of the Company and the nature of its
                 business.
             (c)   In our opinion, the Company is maintaining proper records of inventory and no material
                   discrepancies were noticed on physical verification.
     (iii)   (a) As informed, the Company has not granted any loans, secured or unsecured to companies,
                 firms or other parties covered in the register maintained under Section 301 of the Companies
                 Act, 1956. Accordingly, sub-clause (b), (c) and (d) are not applicable.
             (e) As informed, the Company has not taken any loans, secured or unsecured from companies,
                 firms or other parties covered in the register maintained under Section 301 of the Companies
                 Act, 1956. Accordingly, sub-clause (f) and (g) are not applicable.
     (iv)    In our opinion and according to the information and explanations given to us, there is an adequate
             internal control system commensurate with the size of the Company and the nature of its
             business, for the purchase of inventory and fixed assets and for the sale of goods and services.
             During the course of our audit, no major weakness has been noticed in the internal control
             system in respect of these areas. During the course of our audit, we have not observed any
             continuing failure to correct major weakness in internal control system of the company.
     (v)     (a) According to the information and explanations provided by the management, there were
                 no transactions during the year pursuant to the contracts or arrangements referred to in
                 Section 301 of the Companies Act, 1956. Accordingly, sub-clause (b) is not applicable.
     (vi)    The Company has not accepted any deposits from the public to which the provisions of Section
             58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the Companies
             (Acceptance of Deposit) Rules, 1975 apply.
     (vii)   In our opinion, the Company has an internal audit system commensurate with the size and
             nature of its business.
     (viii) We have broadly reviewed the books of account maintained by the Company pursuant to the
            rules made by the Central Government for the maintenance of cost records under
            Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the
            prescribed accounts and records have been made and maintained. We have not, however, made
            a detailed examination of the same.
     (ix)    (a) According to the records of the Company, provident fund, investor education and protection
                 fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and
                 other material statutory dues applicable to it have generally been regularly deposited during
                 the year with appropriate authorities except at certain locations where we are informed
                 that the Company has applied for exemption from the operation of the Employees’ State
                 Insurance Act, 1948.
             (b) According to the information and explanations given to us, no undisputed amounts payable
                 in respect of provident fund, investor education and protection fund, employees’ state
                 insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and
                 other material statutory dues were outstanding, at the year end, for a period of more than
                 six months from the date they became payable.

             (c)   According to the records of the Company, the dues outstanding of income tax, sales tax,
                   wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues
                   on account of any dispute, are as follows:

72
                                                                                                  (Rs. Crore)
                                                     Forum where dispute is pending
  Name of                   Period to which Commiss-   Appellate            High    Supreme           Total
  Statute                the amount relates  ionarate authorities          Court       Court
  (Nature of dues)                                    & Tribunal
  Sales Tax                 1982-83 to 2009         52.19        99.47    253.50           -       405.16
  (Tax / Penalty /
  Interest)
  Central Excise Act        1982-83 to 2009          7.51        27.15      2.76        5.88        43.30
  (Duty / Penalty /
  Interest)
  Service Tax under         2004-05 to 2009          4.91         1.14          -          -          6.05
  Finance Act, 1994
  (Tax / Penalty /
  Interest)
  Cess on                   2003-04 to 2009              -            -         -      15.62        15.62
  power
  generation

(x)       The Company has no accumulated losses at the end of the financial year and it has not incurred
          cash losses in the current and immediately preceding financial year.
(xi)      Based on our audit procedures and as per the information and explanations given by the
          management, we are of the opinion that the Company has not defaulted in repayment of dues
          to a financial institution, bank or debenture holders.
(xii)     Based on our examination of documents and records, we are of the opinion that the Company
          has not granted loans and advances on the basis of security by way of pledge of shares,
          debentures and other securities.
(xiii)    In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society.
          Therefore, the provisions of clause (xiii) of the said Order are not applicable to the Company.
(xiv)     In our opinion, the Company is not dealing in or trading in shares, securities, debentures and
          other investments. Accordingly, the provisions of clause (xiv) of the said Order are not applicable
          to the Company.
(xv)      According to the information and explanations given to us, the Company has not given any
          guarantee for loans taken by others from bank or financial institutions.
(xvi)     Based on information and explanations given to us by the management, term loans were applied
          for the purpose for which the loans were obtained.
(xvii)    According to the information and explanations given to us and on an overall examination of the
          Balance Sheet of the Company, we report that no funds raised on short-term basis have been
          used for long-term investment.
(xviii)   The Company has not made any preferential allotment of shares to parties or companies covered
          in the register maintained under Section 301 of the Companies Act, 1956.
(xix)     During the period covered by our audit, the Company has issued 3,000 privately placed
          non- convertible debentures of Rs. 1,000,000 each. The Company has created charge in respect
          of these debentures.
(xx)      The Company has not raised any money by the way of public issue during the year. Therefore the
          provisions of clause (xx) of the said Order are not applicable to the Company.
(xxi)     Based upon the audit procedures performed for the purpose of reporting the true and fair view
          of the financial statements and as per the information and explanations given by the
          management, we report that no fraud on or by the Company has been noticed or reported
          during the course of our audit.


For S.R. BATLIBOI &ASSOCIATES
Chartered Accountants

per Sudhir Soni
Partner
Membership No. 41870

Place: Mumbai
Date: February 4, 2010

                                                                                                         73
                                                                                                                                     BALANCE SHEET AS AT DECEMBER 31, 2009


                                                                                                                                                                          2009                    2008
                                                                                                                                          Schedules      Rs. Crore    Rs. Crore               Rs. Crore
SOUR           FU
SOURC ES OF FU N DS:
Shareholders’ Funds:
Shareholders’ Funds:
Share Capital .....................................................................................................................          1             187.94                               187.88
Share Application Money, pending allotment ...................................................                                                               0.08                                    -
Reserves and Surplus .....................................................................................................                   2           5,828.20                             4,739.85
                                                                                                                                                                      6,016.22                4,927.73
Loan Funds:
     Funds:
Secured Loans ...................................................................................................................            3            550.00                                  450.00
Unsecured Loans .............................................................................................................                4             16.92                                   32.03
                                                                                                                                                                        566.92                    482.03
Deferred Tax Liabilities (Net) .................................................................................
    erred
Deferr                                                                                                                                                                  349.25                    335.79
{Refer Note - 14(b)}

TOTAL FU N DS ...................................................................................................................
      FU                                                                                                                                                             6,932.39                5,745.55
APPLICATION OF FU N DS:
APPLICA        FU
Fixed Assets:
 ixed                                                                                                                                        5
Gross Block .........................................................................................................................                    6,826.27                             5,835.67
Less: Accumulated Depreciation and Amortisation ........................................                                                                 2,667.98                             2,365.97
Net Block .............................................................................................................................                  4,158.29                             3,469.70
Capital Work-in-Progress (including Capital Advances) .................................                                                                  2,156.21                             1,602.86
                                                                                                                                                                      6,314.50                5,072.56
Investments ......................................................................................................................
Investments                                                                                                                                  6                        1,475.64                    679.08
Current Assets, Loans and Advances:
    ent
Curren Assets, Loans                            Advances:
Inventories ..........................................................................................................................       7            778.98                                  793.27
Sundry Debtors ................................................................................................................              8            203.70                                  310.17
Cash and Bank Balances ..............................................................................................                        9            746.38                                  984.24
Other Current Assets .....................................................................................................                   10            10.99                                   20.67
Loans and Advances .......................................................................................................                   11           554.42                                  651.28
                                                                                                                                                         2,294.47                             2,759.63
Less : Current Liabilities and Provisions:
            ent
       Curren                                         Pro
Current Liabilities ............................................................................................................             12          2,060.34                             1,801.79
Provisions ............................................................................................................................      13          1,091.88                               963.93
                                                                                                                                                         3,152.22                             2,765.72
    Curren
        ent
Net Current Assets .......................................................................................................                                            (857.75)                    (6.09)

TOTAL ASSETS (Net) ......................................................................................................
       SSETS
      ASSET                                                                                                                                                          6,932.39                5,745.55
         Accoun
            ounts
Notes to Accounts ........................................................................................................                   18
The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.
As per our report of even date                       For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                  }
For S.R. BATLIBOI & ASSOCIATES                                            N. S. SEKHSARIA                                      PAUL HUGENTOBLER            S. M. PALIA
Chartered Accountants                                                     Chairman                                             Deputy Chairman             NARESH CHANDRA
                                                                                                                                                           M. L. NARULA
per SUDHIR SONI                                                          SUMIT BANERJEE                                        SUNIL K. NAYAK              D. K. MEHROTRA             Directors
Partner                                                                  Managing Director                                     Chief Financial Officer     R. A. SHAH
Membership No. 41870                                                                                                                                       SHAILESH HARIBHAKTI
                                                                          BURJOR D. NARIMAN                                                                KULDIP KAURA
                                                                          Company Secretary
Mumbai, February 04, 2010

74
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED
DECEMBER 31, 2009
                                                                                                                                                                             2009                    2008
                                                                                                                                             Schedules      Rs. Crore    Rs. Crore               Rs. Crore
  NCO
I NCOME:
Sale of Products and Services (Gross) ....................................................................                                                  8,724.24                             8,234.02
Less - Excise Duty ............................................................................................................                               697.04                               951.15
Sale of Products and Services (Net) {Refer Note - 21 & 24(A)} ..................                                                                                         8,027.20                7,282.87
Other Income ....................................................................................................................               14                         241.11                  288.71
                                                                                                                                                                        8,268.31                7,571.58
EXPEN DITU R E:
       DITU
 XPENDIT
Manufacturing and Other Expenses ......................................................................                                         15          5,547.53                             5,549.70
Depreciation and Amortisation ................................................................................                                  5             342.09                               294.18
Interest .................................................................................................................................      16             84.30                                39.96
                                                                                                                                                                         5,973.92                5,883.84
Profit before Taxation and Exceptional items ..............................................
          ore
Profit befor axa                        Ex                                                                                                                              2,294.39                1,687.74
Exceptional Items ............................................................................................................                  17                             -                   48.86
Profit before Tax ............................................................................................................
          ore
Profit befor                                                                                                                                                            2,294.39                1,736.60
Provision for Tax
Pro       for
Current Tax .........................................................................................................................                       (673.30)                             (510.47)
Deferred Tax {Refer Note - 14(b)} .............................................................................                                              (13.46)                               (4.34)
Fringe Benefit Tax ...........................................................................................................                                (0.90)                               (9.00)
                                                                                                                                                                         (687.66)                (523.81)
Profit after Tax ................................................................................................................
Profit after                                                                                                                                                            1,606.73                1,212.79
Balance brought forward from Previous Year ....................................................                                                                          2,477.91                2,064.89
Profit available for appropriation ........................................................................
Profit av         for appropria   opriation                                                                                                                             4,084.64                3,277.68
      opriations:
Appropria
Appropriations:
Interim Dividend ..............................................................................................................                              187.70                                  187.65
Proposed Dividend ..........................................................................................................                                 244.06                                  187.68
Dividend Distribution Tax ............................................................................................                                        73.38                                   63.79
General Reserve ...............................................................................................................                              350.00                                  350.00
Debenture Redemption Reserve ...............................................................................                                                  25.00                                   10.00
Previous Year Dividend .................................................................................................                                          -                                    0.02
Amortisation Reserve ....................................................................................................                                      0.65                                    0.63
                                                                                                                                                                           880.79                    799.77
Balance carried to Balance Sheet ........................................................................                                                               3,203.85                2,477.91
Earning per Share (Refer Note - 6)
Basic Earnings per Share ..............................................................................................                                      Rupees         85.60                     64.63
Diluted Earnings per Share .........................................................................................                                         Rupees         85.42                     64.53
Face value per Share ......................................................................................................                                  Rupees         10.00                     10.00
Notes to Accounts ...........................................................................................................                   18

The schedules referred to above and notes to accounts form an integral part of the Profit and Loss Account.
As per our report of even date                       For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                     }
For S.R. BATLIBOI & ASSOCIATES                                             N. S. SEKHSARIA                                        PAUL HUGENTOBLER            S. M. PALIA
Chartered Accountants                                                      Chairman                                               Deputy Chairman             NARESH CHANDRA
                                                                                                                                                              M. L. NARULA
per SUDHIR SONI                                                            SUMIT BANERJEE                                         SUNIL K. NAYAK              D. K. MEHROTRA             Directors
Partner                                                                    Managing Director                                      Chief Financial Officer     R. A. SHAH
Membership No. 41870                                                                                                                                          SHAILESH HARIBHAKTI
                                                                           BURJOR D. NARIMAN                                                                  KULDIP KAURA
                                                                           Company Secretary
Mumbai, February 04, 2010

                                                                                                                                                                                                        75
                                                                                                                       CASH FLOW STATEMENT FOR THE YEAR ENDED
                                                                                                                                            DECEMBER 31, 2009
                                                                                                                                                                                              2009                    2008
                                                                                                                                                                                          Rs. Crore               Rs. Crore
A.       Cash flow from operating activities
         1    Net Profit before Tax and Exceptional Items .................................................................................                                                2,294.39               1,687.74
         Adjustments for:
         2    Depreciation .................................................................................................................................................                342.09                      294.18
         3    (Profit) / Loss on sale / Discarding of Fixed Assets - (Net) .......................................................                                                             3.24                        9.94
         4    Interest and Dividend Income ..............................................................................................................                                   (76.60)                   (122.06)
         5    Interest Expense .........................................................................................................................................                      84.30                      39.96
         6    Profit on Sale / Write off of Investment ...........................................................................................                                           (0.81)                        0.83
         7    Provision for Mines Restoration ...........................................................................................................                                      3.72                        1.41
         8    Provision for Retirement Benefits .......................................................................................................                                     (55.22)                      33.46
         9    Provision for Doubtful Debts and Advances (Net of adjustment) ........................................                                                                          31.19                      (0.20)
         10 Consumption of Machinery spares ....................................................................................................                                              14.01                        4.87
         11 Wealth Tax provision ................................................................................................................................                              1.27                        0.79
         Operating profit before working capital changes ...................................................................................                                               2,641.58               1,950.92
         Adjustments for:
         12 Trade and other receivables ..................................................................................................................                                   45.94                    (138.38)
         13 Inventories ....................................................................................................................................................                 14.29                     (83.44)
         14 Assets held for disposal ..........................................................................................................................                               0.56                        1.28
         15 Trade and other payables .......................................................................................................................                                189.62                      296.36
         Cash generated from operations ...................................................................................................................                                2,891.99               2,026.74
         16 Direct Taxes Paid - (Net) ..........................................................................................................................                           (494.05)               (318.41)
             Cash      from opera     activities
         Net Cash flow from operating activities ...............................................................................................                                          2,397.94                1,708.33
B.       Cash flow from investing activities
         17 Loans to Companies .................................................................................................................................                              44.20                (112.35)
         18 Purchase of Fixed Assets .........................................................................................................................                           (1,523.23)              (1,494.00)
         19 Sale of Ready Mixed Concrete business ...........................................................................................                                                     -                  100.00
              (Total consideration is in cash and cash equivalents)
         20 Sale of Fixed Assets ..................................................................................................................................                            7.84                     17.79
         21 Purchase of Investments {includes Rs. 121.14 Crore towards investment in
              subsidiary Companies (Previous Year - Rs. 110.36 Crore)} .........................................................                                                         (4,832.62)              (3,832.67)
         22 Sale of Investments {includes Rs. Nil towards sale of investment in
              subsidiary Company (Previous Year - Rs. 41.85 Crore)} ..............................................................                                                         4,036.87               4,034.41
              (Total consideration is in cash and cash equivalents)
         23 Interest and Dividend Received ...........................................................................................................                                       85.72                     116.38
                          inv       activities
         Net cash used in investing activities .......................................................................................................                                   (2,181.22)             (1,170.44)
C.       Cash flow from financing activities
         24 Interest paid {includes amount capitalised Rs. 26.38 Crore -
              (Previous Year - Rs. 1.36 Crore)} .............................................................................................................                              (105.44)                    (40.29)
         25 Proceeds from issue of Share Capital ................................................................................................                                              1.90                        1.39
         26 Short term Borrowings - (Net) .............................................................................................................                                           -                    (16.03)
         27 Proceeds from Long term Borrowings ...............................................................................................                                               300.00                     200.00
         28 Repayment of Long term Borrowings ...............................................................................................                                              (215.11)                      (8.35)
         29 Dividend paid (including dividend distribution tax) ...................................................................                                                        (435.93)                   (433.85)
                                    activities
         Net cash used in financing activities ......................................................................................................                                     (454.58)                (297.13)
         Net increase / (decrease) in cash and cash equivalents ......................................................................                                                     (237.86)                    240.76
         Cash and cash equivalents
              - Opening Balance .....................................................................................................................................                       984.24                     743.48
              - Closing Balance ........................................................................................................................................                    746.38                     984.24
Notes:   1 All figures in brackets are outflow.                                                                              -
 -       2 Closing cash and cash equivalents includes amounts earmarked for specific purposes Rs. 25.23 Crore (Previous Year - Rs. 21.98 Crore).
         3 Cash and cash equivalents are Cash and Bank Balances as per Balance Sheet.
         4 Direct Taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.
         5 Previous year’s figures have been regrouped / restated wherever necessary.
As per our report of even date                         For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                                      }
For S.R. BATLIBOI & ASSOCIATES                                      N. S. SEKHSARIA                                         PAUL HUGENTOBLER                                   S. M. PALIA
Chartered Accountants                                               Chairman                                                Deputy Chairman                                    NARESH CHANDRA
                                                                                                                                                                               M. L. NARULA
per SUDHIR SONI                                                     SUMIT BANERJEE                                          SUNIL K. NAYAK                                     D. K. MEHROTRA             Directors
Partner                                                             Managing Director                                       Chief Financial Officer                            R. A. SHAH
Membership No. 41870                                                                                                                                                           SHAILESH HARIBHAKTI
                                                                    BURJOR D. NARIMAN                                                                                          KULDIP KAURA
                                                                    Company Secretary
Mumbai, February 04, 2010

76
SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDU LE - 1, SHARE CAPITAL
SCHEDULE               APITAL
                SHARE CAPIT                                                                                                                                                   2009        2008
                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore
AUTHORISED -
   HORISED
22,50,00,000 Equity Shares of Rs. 10 each ....................................................................................                                 225.00                  225.00
10,00,00,000 Preference Shares of Rs. 10 each ...........................................................................                                      100.00                  100.00
                                                                                                                                                                           325.00      325.00
ISSUED -
ISSUED
18,87,88,179 (Previous Year - 18,87,29,706) Equity Shares of Rs. 10 each ......................                                                                            188.78      188.72


SUBSCR I B ED -
  BSCR
SUBSC
18,77,40,292 (Previous Year - 18,76,81,819) Equity Shares of Rs. 10 each fully paid                                                                             187.74                  187.68
Add : 3,84,060 (Previous Year - 3,84,060) Equity Shares of Rs.10 each
Forfeited - Amount paid .........................................................................................................................                 0.20                    0.20
                                                                                                                                                                           187.94      187.88
                                                                                                                                           TOTAL ...                        187.94     187.88


Notes:
Out of the above
60,72,640 (Previous Year - 60,72,640) Equity Shares of Rs. 10 each, fully paid issued for consideration other than cash pursuant to contracts.
9,19,52,080 (Previous Year - 9,19,52,080) Equity Shares of Rs. 10 each, fully paid issued by way of Bonus Shares by utilisation of Securities
Premium and Reserves.
Options in force as of December 31, 2009 under the Employees Stock Option Schemes - 4,054 Shares - (Previous Year - 81,654 Shares)
ESOS 2001 - Vested Options exercisable @ Rs. 127/- per share till October 30, 2010 - 4,054 Shares - (Previous Year - 7,567 Shares)
ESOS 2004 - Vested Options exercisable @ Rs. 314/- per share till December 15, 2009 - Nil - (Previous Year - 74,087 Shares)



SCH EDULE - 2, RESERVES AND SU R PLUS
SCH EDULE       ESERVES AND SURPLUS
               RESER                                                                                                                                                          2009        2008
                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore
Capital Reserve ...........................................................................................................................................       82.64                   82.64
Less:Provision for Capital subsidy receivable {Refer Note - 15B(c)} ...................................                                                           15.00                       -
                                                                                                                                                                             67.64       82.64
Securities Premium ..................................................................................................................................          842.93                  841.50
Add:Received during the year .............................................................................................................                       1.76                    1.43
                                                                                                                                                                           844.69      842.93
General Reserve .........................................................................................................................................     1,319.86                 969.86
Add:Amount transferred from Profit and Loss Account .........................................................                                                   350.00                 350.00
                                                                                                                                                                          1,669.86    1,319.86
Debenture Redemption Reserve .........................................................................................................                           10.00                       -
Add:Amount transferred from Profit and Loss Account .........................................................                                                    25.00                   10.00
                                                                                                                                                                             35.00       10.00
Amortisation Reserve ..............................................................................................................................               6.49                    5.86
Add:Amount transferred from Profit and Loss Account .........................................................                                                     0.65                    0.63
                                                                                                                                                                              7.14        6.49
Employees Stock Option Outstanding .............................................................................................                                              0.02        0.02
Profit and Loss Account ..........................................................................................................................                        3,203.85    2,477.91
                                                                                                                                           TOTAL ...                      5,828.20    4,739.85



                                                                                                                                                                                           77
                                                                                                    SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 3, SECUR ED LOANS
SCHEDULE       SECUR    LO                                                                                                                                    2009        2008
                                                                                                                                                          Rs. Crore   Rs. Crore
PRIVATELY PLACED NON - CONVERTIBLE DEBENTURES

*Secured by a charge on all movable and immovable assets
under the Debenture Trust Deed

(a) 11.30% Non-Convertible Debentures redeemable at par on
    December 09, 2013 ........................................................................................................................             200.00      200.00

(b) 8.45% Non-Convertible Debentures redeemable at par on
    October 07, 2014 .............................................................................................................................         300.00             -


Term Loans from Banks ..........................................................................................................................             50.00     250.00
{Amount Payable within one year Rs. 50 Crore (Previous Year - Rs. 200 Crore)}
*Secured by a Mortgage on certain immovable properties and hypothecation
of all movable assets except book debts.
                                                                                                                                       TOTAL ...           550.00      450.00



*The mortgage / charges indicated in above rank pari-passu inter-se and are subject to the prior charges in favour of the Company’s Bankers
on specific movable assets for securing working capital requirements / guarantee facilities.




SCH EDULE - 4, UNSECUR ED LOANS
SCHEDULE        NSECUR
               UNSECU     LO                                                                                                                                 2009        2008
                                                                                                                                                          Rs. Crore   Rs. Crore
Long Term Loans

Financial Institution .................................................................................................................................           -      12.09
{Paid during the year to Karnataka Road Development Corporation Limited (KRDC)
in respect of Company’s share of loan availed by KRDC from HUDCO}

Deferred payment Liability - IDCOL ..................................................................................................                         9.74       11.36
{Amount Payable within one year Rs. 3.24 Crore (Previous Year - Rs. 3.24 Crore)}
(Refer Note - 22)

Deferred Sales Tax Loans .......................................................................................................................              7.18        8.58
{Amount Payable within one year Rs. 1.41 Crore (Previous Year - Rs. 1.41 Crore)}


                                                                                                                                       TOTAL ...             16.92       32.03




78
SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 5, FIXED ASSETS
SCH EDULE             SSETS
                     ASSET
                                                                                                                                                      Rs. Crore
                                                          GROSS BLOCK AT COST                                 TOTAL                       NET BLOCK
     FIXED ASSETS                                                                                         DEPRECIATION/
                                                                                                          AMORTISATION
                                                As at     Additions/    Deductions/           As at        For the          Upto          As at          As at
                                          31-12-2008    Adjustments     Adjustments     31-12-2009     year ended     31-12-2009    31-12-2009     31-12-2008
                                                                                                       31-12-2009
                (a)                               (b)            (c)              (d)            (e)            (f)           (g)            (h)             (i)
    Tangible Assets:
1. Freehold Land                              100.54          48.21             0.03         148.72               -             -        148.72         100.54
2. Leasehold Land                              45.43           9.33             0.07          54.69           6.57          23.65         31.04          29.04
3. Buildings                                  547.57         163.47             0.95         710.09          18.43        133.27         576.82         431.54
4. Machinery, Plant and Kilns               3,892.16         617.82            46.11       4,463.87        237.95        1,923.89      2,539.98       2,179.37
5. Roads, Bridges and Fences                  105.12          15.17             0.02         120.27           6.55          33.04         87.23          78.62
6. Water Works                                 26.86           2.09             0.13          28.82           1.43          22.08           6.74          6.08
7. Railway Sidings                             54.58          11.74                 -         66.32           2.37          27.28         39.04          29.67
8. Rolling Stock                               67.64          26.14             0.19          93.59           2.04          49.84         43.75          19.65
9. Furniture, Fixtures and Equipments          96.00          14.99             3.17         107.82           5.54          30.44         77.38          69.21
10. Motor Cars, Trucks, etc.                   21.63           1.70             1.50          21.83           1.58          11.31         10.52          10.72
11. Electrical Installations                  827.26         119.95            11.14         936.07          41.97        368.19         567.88         491.72
    Sub Total                               5,784.79       1,030.61            63.31       6,752.09        324.43        2,622.99      4,129.10       3,446.16
      ntangible
    I ntangible Assets:
12. Computer Software                          50.88           4.28                 -         55.16          17.66          44.99         10.17          23.54
13. Mining Rights                                   -         19.02                 -         19.02               -             -         19.02               -
    Sub Total                                  50.88          23.30                 -         74.18          17.66          44.99         29.19          23.54
    TOTAL                                   5,835.67       1,053.91            63.31       6,826.27        342.09        2,667.98      4,158.29       3,469.70
    Previous Year                           5,464.07         532.65           161.05       5,835.67        294.18        2,365.97      3,469.70
14. Capital Work-in-Progress                                                                                                           2,156.21       1,602.86
    {including Capital advance
    Rs. 201.74 Crore
    (Previous Year - Rs. 356.33 Crore)}


Notes:- (i)     Cost of Shares Rs. 6,710 (Previous Year - Rs. 6,710) in various Co-operative Housing Societies, in respect of 20 residential flats (Previous
                Year - 20) are included under Item No. 3 ‘Buildings’.

         (ii)   Rolling stock includes assets given on lease to Railways under “Own Your Wagons” Scheme, Gross Block Rs. 28.48 Crore (Previous Year -
                Rs. 28.48 Crore) and accumulated depreciation Rs. 28.48 Crore (Previous Year - Rs. 28.48 Crore)

         (iii) Machinery Plant & Kilns, Roads Bridges & Fences and Electrical Installations include Gross Block of Rs. 1.48 Crore (Previous Year -
               Rs. 1.48 Crore), Rs. 26.17 Crore (Previous Year - Rs. 24.50 Crore), Rs. 11.20 Crore (Previous Year - Rs. 11.20 Crore) and Net Block Rs. 0.59 Crore
               (Previous Year - Rs. 0.89 Crore), Rs. 8.99 Crore (Previous Year - Rs. 12.44 Crore), Rs. Nil (Previous Year - Rs. Nil) respectively, in respect of
               expenditure incurred on capital assets, ownership of which does not vest in the Company.




                                                                                                                                                             79
                                                                                           SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 6, INVESTMENTS - (At Cost unless otherwise stated)
SCHEDULE        NVEST
               INVES MENTS                                                                                                 Face Value                                 2009        2008
                                                                                                                              Rs.          Numbers     Rs. Crore   Rs. Crore   Rs. Crore

TRADE INVESTMENTS
(a) Equity Shares - Fully Paid (Quoted):-
    Shiva Cement Limited ............................................................................................          2         2,15,00,000      23.65                   23.65
(b) Equity Shares - Fully Paid (Unquoted):-
    Alcon Cement Company Pvt. Ltd. ......................................................................                     10            4,08,001      22.25                   22.25
                                                                                                                                                                      45.90       45.90
SUBSIDIARY COMPANIES
(a) Equity Shares - Fully Paid (Unquoted):-
    (i) Bulk Cement Corporation (India) Limited ...........................................                                   10         3,18,42,050      37.27                   37.27
    (ii) Lucky Minmat Limited .................................................................................              100            3,25,000      38.10                   38.10
    (iii) ACC Mineral Resources Limited (Formerly known as
          The Cement Marketing Co. of India Ltd.) ............................................                               100            4,95,000       4.95                    0.05
          (4,90,000 Shares Subscribed for Rs. 4.90 Crore during the year)
    (iv) ACC Concrete Limited ...................................................................................             10        10,00,00,000    100.00                  100.00
    (v) National Limestone Company Pvt. Ltd. ................................................                                100               8,650     16.24                       -
          (Acquired during the year)
(b) 1% Cumulative Redeemable Preference Share Fully paid (Unquoted)
    ACC Concrete Limited (Subscribed during the year) ................................                                        10        10,00,00,000    100.00                         -
                                                                                                                                                                    296.56      175.42
OTHER INVESTMENTS
(a) GOVERNMENT AND TRUSTEE SECURITIES
    (i) Quoted* ............................................................................................................... -                              -                       -
    (ii) Unquoted**
         5.13% Himachal Pradesh Infrastructure Development Board Bonds 1,000,000                                                                 37        3.71                    3.71
         {**includes Securities of the face value of Rs. 0.01 Crore
         (Previous Year - Rs. 0.01 Crore) - deposited with Governments
         and others as Security Deposits}
(b) Equity Shares - Fully Paid (Quoted):-
    #    The India Cements Ltd. ................................................................................              10                784            -                       -
    #    Dalmia Cement (Bharat) Ltd. ....................................................................                      2              1,865            -                       -
    #    Mysore Cement Ltd. ......................................................................................            10                350            -                       -
    #    The Andhra Cement Company Ltd. ........................................................                              10                 52            -                       -
    #    HDFC Bank Ltd. ................................................................................................      10                500            -                       -
    #    Shree Digvijay Cement Company Ltd. ...................................................                               10                180            -                       -
    #    Panyam Cements & Mineral Industries Ltd. ......................................                                      10                 50            -                       -
    #    OCL India Limited ...........................................................................................         2                240            -                       -
(c) Equity Shares - Fully Paid (Unquoted):-
    *    Kanoria Sugar & General Mfg. Company Ltd. ...................................                                        10                  4           -                       -
    *    Bio - Tech Consortium India Ltd. .............................................................                       10             50,000           -                       -
    *    Gujrat Composites Ltd. ................................................................................              10                 60           -                       -
    *    Rohtas Industries Ltd. ...................................................................................           10                220           -                       -
    *    The Jaipur Udyog Ltd. ...................................................................................            10                120           -                       -
    *    The Sone Valley Portland Cement Company Ltd. .............................                                            5                100           -                       -
    *    The Travancore Cement Company Ltd. .................................................                                 10                100           -                       -
    *    Ashoka Cement Ltd. ......................................................................................            10                 50           -                       -
    *    Digvijay Finlease Ltd. ....................................................................................          10                 90           -                       -
    #    Landmark Property development ...........................................................                             2                720           -                       -
    #    OCL Iron and Steel Eq ...................................................................................             2                720           -                       -
                                                                                Total carried over ...                                                     3.71                    3.71


80
SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 6, INVESTMENTS - (contd.)
SCH EDULE       NVEST
               INVES MENTS                                                                             Face Value                               2009        2008
                                                                                                          Rs.        Numbers     Rs. Crore   Rs. Crore   Rs. Crore
                                                                      Total brought over ...                                         3.71                    3.71
(d) Investment in Mutual Funds (Unquoted):-
    Prudential ICICI Super Institutional Plan - Daily Dividend ....................                       10    7,069,405.848            -                   7.07
    DWS Insta Cash - Super Institutional - Daily Dividend ..........................                      10    8,065,979.640            -                   8.08
    Birla Sunlife Short Term fund - Institutional - Daily Dividend ............                           10    7,065,714.341            -                   7.07
    DWS Insta Cash - Institutional - Daily Dividend ........................................              10 10,063,210.843              -                  10.08
    Prudential ICICI Super Institutional Plan - Daily Dividend ....................                       10 20,169,248.949              -                  20.17
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                   10 10,040,726.106              -                  10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                        1,000        90,468.965           -                  10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                        1,000        90,468.965           -                  10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                        1,000        90,450.427           -                  10.08
    Birla Sunlife Short Term fund - Institutional - Daily Dividend ............                           10    6,047,232.506            -                   6.05
    DWS Insta Cash plus fund - Institutional Plan - Daily Dividend ........                               10 10,069,097.794              -                  10.09
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                        1,000        90,325.462           -                  10.07
    Reliance Liquidity Fund - Daily Dividend .......................................................      10 11,076,022.874              -                  11.08
    Birla Sunlife Short Term fund - Institutional - Daily Dividend ............                           10 13,081,420.956              -                  13.09
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                   10    7,009,988.303            -                   7.04
    Prudential ICICI Super Institutional plan - Daily Dividend ....................                       10 10,055,155.795              -                  10.06
    ING Liquid Fund Super Institutional plan - Daily Dividend ..................                          10 10,061,498.304              -                  10.06
    ING Liquid Fund Super Institutional plan - Daily Dividend ..................                          10    5,026,759.795            -                   5.03
    Reliance Medium Term Fund - Daily Dividend ............................................               10    8,821,548.765            -                  15.08
    Reliance Medium Term Fund - Daily Dividend ............................................               10    7,645,342.265            -                  13.07
    SBI Magnum Instacash Fund - Daily Dividend ...........................................                10    8,999,011.267            -                  15.07
    SBI Magnum Instacash Fund - Daily Dividend ...........................................                10    4,799,472.675            -                   8.04
    Sundaram BNP Paribas Money Fund - Super Inst - Daily Dividend ..                                      10    9,950,272.171            -                  10.05
    Sundaram BNP Paribas Money Fund - Super Inst - Daily Dividend ..                                      10    5,968,011.261            -                   6.02
    ING Liquid Fund -Super Institutional plan - Daily Dividend .................                          10 10,061,498.304              -                  10.06
    Prudential ICICI Super Institutional Plan - Daily Dividend ....................                       10 10,038,532.599              -                  10.04
    UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                            1,000        49,231.069           -                   5.02
    SBI - SHF - Liquid Plus Institutional plan - Daily Dividend ....................                      10 10,024,924.823              -                  10.03
    SBI - SHF - Liquid Plus Institutional plan - Daily Dividend ....................                      10 13,032,402.270              -                  13.04
    Reliance Medium Term Fund - Daily Dividend ............................................               10    3,519,540.051            -                   6.02
    DWS Insta Cash - Super Institutional - Daily Dividend ..........................                      10    7,003,847.699            -                   7.02
    Kotak Liquid - Institutional Premium - Daily Dividend ...........................                     10    4,918,279.462            -                   6.01
    Sundaram BNP Paribas Money Fund - Super Inst - DDR ........................                           10    3,969,840.952            -                   4.01
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................        10 13,686,403.735              -                  15.03
    Kotak Liquid - Institutional Premium - Daily Dividend ...........................                     10 12,286,646.423              -                  15.02
    DWS Insta Cash - Institutional - Daily Dividend ........................................              10    3,998,411.646            -                   4.01
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................        10    5,471,182.612            -                   6.01
    DWS Insta Cash - Institutional - Daily Dividend ........................................              10    4,996,070.489            -                   5.01
    ING Liquid Fund - Super IP - Daily Dividend ................................................          10 15,010,094.302              -                  15.02
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................        10 24,600,063.074              -                  27.01
    UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                            1,000        98,128.584           -                  10.00
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                   10    5,977,633.900            -                   6.00


                                                                                                                                                              81
                                                                                                   SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 6, I NVESTMENTS - (contd.)
SCHEDULE         NVEST
               INVES MENTS                                                                                                         Face Value                                    2009          2008
                                                                                                                                      Rs.          Numbers     Rs. Crore      Rs. Crore    Rs. Crore
     DBS Chola Liquid Institutional Dividend Reinvestment Plan ...............                                                        10    11,939,905.440            -                       12.00
     UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                                                       1,000        98,111.350            -                       10.00
     UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                                                       1,000       147,167.025            -                       15.00
     Reliance Liquidity Fund ..........................................................................................            1,000       562,270.738        56.31                           -
     Reliance Liquidity Fund ..........................................................................................               10    10,618,395.460        18.16                           -
     Kotak Liquid Institutional Premium .................................................................                             10    70,463,707.811        75.37                           -
     Birla Sun Life Cash Plus Institutional Premium ..........................................                                        10    73,426,328.568        73.47                           -
     Templeton India TMA Super Institutional Plan ..........................................                                          10    46,179,212.866        46.23                           -
     DWS Insta Cash Institutional ..............................................................................                      10    75,281,225.113        75.45                           -
     DBS Chola Liquid Institutional ...........................................................................                       10    24,761,689.543        25.15                           -
     SBI Magnum Instacash Fund ..............................................................................                         10    46,770,488.752        49.22                           -
     UTI Liquid Fund Cash Plan IP ..............................................................................                   1,000       752,682.564        75.28                           -
     IDFC Cash Fund Plan C Institutional ...............................................................                              10    44,213,496.169        44.22                           -
     Principal Cash Management Fund Institutional Premium ...................                                                         10    37,098,651.717        37.16                           -
     LIC Mutual Fund Liquid Plan ...............................................................................                      10    74,665,476.788        75.29                           -
     Canara Robeco Liquid Super Institutional ....................................................                                    10    27,466,856.675        34.08                           -
     HDFC Liquid Fund Premium Plan ......................................................................                             10    73,550,308.839        74.15                           -
     Tata Liquid Fund Ship .............................................................................................              10    56,033,762.587        56.23                           -
     Fortis Overnight Fund Institutional Plus .......................................................                                 10    40,109,222.677        40.12                           -
     Religare Liquid Fund Institutional Plan ..........................................................                               10    30,095,986.326        30.14                           -
     Sundaram BNP Paribas Money Fund Super Inst DDR .............................                                                     10    17,019,213.569        17.08                           -
     Baroda Pioneer Liquid Fund Institutional .....................................................                                   10    40,112,346.656        40.15                           -
     Fidelity Cash Fund Super IP .................................................................................                    10     9,031,218.350         9.03                           -
     Prudential ICICI Super Institutional Plan .......................................................                               100     7,106,565.893        75.14                           -
     DSP Black Rock Cash Plus Fund Institutional ..............................................                                    1,000        59,975.236         6.01                           -
     JP Morgan India Liquid Fund ..............................................................................                       10    13,002,258.496        13.01                           -
     JM High Liquidity Super IP ...................................................................................                   10    39,991,683.109        40.01                           -
     Sundaram BNP Paribas Money Fund Super Institutional ......................                                                       10    37,647,207.314        38.01                           -
     Axis Liquid Fund .......................................................................................................         10        50,003.992         5.00                           -
                                                                                                                                                               1,129.47                      454.05
                                                                                                                                                                              1,133.18       457.76
                                                                                                                  TOTAL ...                                                   1,475.64       679.08



Notes (I)          Aggregate Net Cost and Market Value of Company’s Investments :-
                                                                                                                                                 As at 31-12-2009             As at 31-12-2008
                                                                                                                                             Aggregate        Market       Aggregate       Market
                                                                                                                                              Net Cost           Value      Net Cost          Value
                                                                                                                                              Rs. Crore      Rs. Crore      Rs. Crore     Rs. Crore
                         Quoted ................................................................................................                  23.65         19.58          23.65         11.87
                         Unquoted ...........................................................................................                   1,451.99                      655.43
                         Total Investments ..........................................................................                           1,475.64                      679.08

          (II) All investments are “Long Term” except investment in Mutual funds.
          (III) #Denotes shares sold during the year.
          (IV) *Denotes amount less than Rs. 50,000.


82
SCHEDULES FORMING PART OF THE BALANCE SHEET


              INVES MENTS
               NVEST
Schedule - 6, INVESTMENTS - (Contd.)
(V) During the year the Company acquired and sold the following investments in Mutual Funds
            PARTICULARS                                                               Face Value                                           No. of Units Purchase Cost
                                                                                              Rs.                                                            Rs. Crore
BARODA PIONEER LIQUID FUND - INSTITUTIONAL - DAILY DIVIDEND ..................................                                    10    64,637,206.466          65.00
BIRLA SUN LIFE - CASH PLUS - INSTITUTIONAL PREMIUM - DIVIDEND ................................                                    10    93,817,056.739          94.00
BIRLA SUN LIFE - SHORT TERM FUND - INSTITUTIONAL - DAILY DIVIDEND ........................                                        10    15,968,860.722          16.00
CANARA ROBECO LIQUID - INSTITUTIONAL DAILY DIVIDEND ...................................................                           10    19,918,334.827          20.00
CANARA ROBECO LIQUID - SUPER INSTITUTIONAL DIVIDEND .................................................                             10   151,379,348.770         193.00
CANARA ROBECO LIQUID PLUS - SUPER INSTITUTIONAL PLAN - DDR ...................................                                    10     8,059,901.186          10.00
CANARA ROBECO TREASURY ADVANTAGE - SUPER INST - DIVIDEND ...................................                                      10     5,641,930.830           7.00
DBS CHOLA FREEDOM INCOME - STP - INSTITUTIONAL - DIVIDEND .....................................                                   10     3,938,869.742          14.00
DBS CHOLA LIQUID INSTITUTIONAL DIVIDEND REINVESTMENT PLAN .................................                                       10    87,307,880.297          88.00
DSP BLACK ROCK CASH PLUS FUND - INSTITUTIONAL - DIVIDEND .......................................                               1,000       439,956.004          44.00
DSP BLACK ROCK MONEY MANAGER FUND - INSTITUTIONAL PLAN - DIVIDEND ...........                                                  1,000       469,743.194          47.00
DWS INSTA CASH - INSTITUTIONAL - DAILY DIVIDEND ................................................................                  10   129,584,600.623         130.00
DWS INSTA CASH - SUPER INSTITUTIONAL - DAILY DIVIDEND .................................................                           10    19,960,079.840          20.00
DWS ULTRA SHORT TERM FUND - INSTITUTIONAL - DIVIDEND ...............................................                              10     3,994,008.987           4.00
FIDELITY CASH FUND - SUPER IP - DAILY DIVIDEND ......................................................................             10     9,947,081.526          10.00
FORTIS OVERNIGHT FUND - INSTITUTIONAL PLUS - DAILY DIVIDEND ..................................                                    10    79,976,007.198          80.00
HDFC CASH MANAGEMENT FUND - SAVINGS PLAN - DIVIDEND ...........................................                                   10     6,581,174.081           7.00
HDFC LIQUID FUND - PREMIUM PLAN - DIVIDEND .......................................................................                10   138,664,580.417         193.00
HDFC LIQUID FUND - PREMIUM PLUS PLAN - DIVIDEND ...........................................................                       10     4,078,369.957           5.00
HSBC CASH FUND - INSTITUTIONAL PLUS - DAILY DIVIDEND ...................................................                          10     8,994,962.821           9.00
IDFC CASH FUND - PLAN C - INSTITUTIONAL - DDR ......................................................................              10   140,964,761.910         172.00
ING LIQUID FUND - SUPER IP - DAILY DIVIDEND ............................................................................          10    52,967,284.526          53.00
JM HIGH LIQUIDITY - SUPER IP - DAILY DIVIDEND .........................................................................           10   148,754,554.984         149.00
JP MORGAN INDIA LIQUID FUND - DIVIDEND .................................................................................          10     5,995,263.742           6.00
KOTAK LIQUID - INSTITUTIONAL PREMIUM - DAILY DIVIDEND .................................................                           10   147,201,937.341         190.00
LIC MUTUAL FUND - LIQUID - DIVIDEND PLAN ...............................................................................          10   231,327,583.537         254.00
PRINCIPAL CASH MANAGEMENT FUND - INSTITUTIONAL PREMIUM ....................................                                       10   119,991,600.588         120.00
PRUDENTIAL ICICI SUPER INSTITUTIONAL PLAN - DAILY DIVIDEND .......................................                                10   148,972,755.513         149.00
RELIANCE LIQUIDITY FUND - DAILY DIVIDEND ................................................................................         10   175,945,457.508         182.00
RELIGARE LIQUID FUND - INSTITUTIONAL PLAN - DAILY DIVIDEND .......................................                                10    64,958,426.607          65.00
RELIGARE ULTRA SHORT TERM FUND - INSTITUTIONAL - DIVIDEND .....................................                                   10     4,992,162.305           5.00
SBI PREMIER LIQUID FUND - SUPER INSTITUTIONAL - DIVIDEND ...........................................                              10    16,944,928.981          17.00
SBI MAGNUM INSTACASH FUND - DIVIDEND ..................................................................................           10    90,744,658.424         404.00
SUNDARAM BNP PARIBAS MONEY FUND - SUPER INSTITUTIONAL - DDR ..........................                                            10   159,480,154.131         161.00
TATA LIQUID FUND - SHIP - DAILY DIVIDEND ...................................................................................   1,000     1,911,136.633         213.00
TEMPLETON INDIA - TMA - SUPER INSTITUTIONAL PLAN - DDR ..............................................                          1,000     1,968,675.107         222.00
UTI LIQUID FUND - CASH PLAN - IP - DAILY DIVIDEND ................................................................             1,000     1,608,717.365         164.00
                                                                                                                TOTAL ...                                    3,582.00




                                                                                                                                                                    83
                                                                                                         SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 7, INVENTORI ES
SCHEDULE        NVENTOR
               INVENTORI                                                                                                                                                               2009        2008
                                                                                                                                                                                    Rs. Crore   Rs. Crore
Raw Materials ....................................................................................................................................................                     92.05       73.37
Stores & Spare Parts, Packing Material and Fuels .............................................................................                                                       429.89      491.60
Work-in-Progress ...............................................................................................................................................                     168.96      149.44
Finished Goods ..................................................................................................................................................                      88.08       78.86
                                                                                                                                                    TOTAL ...                         778.98     793.27




SCH EDULE - 8, SUN DRY DEBTORS
SCHEDULE       SUN DRY DEBTORS                                                                                                                                                         2009        2008
                                                                                                                                                                        Rs. Crore   Rs. Crore   Rs. Crore

SUNDRY DEBTORS (SECURED AND CONSIDERED GOOD)
(a) Over Six Months .....................................................................................................................................                   0.01                    0.02
(b) Others ..........................................................................................................................................................      35.40                   62.66
                                                                                                                                                                                       35.41       62.68

SUNDRY DEBTORS (UNSECURED)
(a) Over Six Months -
         (i)      Sale of Products and Services -
                  Considered Good ..........................................................................................................................                3.76                    4.53
                  Considered Doubtful ...................................................................................................................                   0.28                    2.37
                                                                                                                                                                            4.04                    6.90
         (ii) Railway, Insurance and Other Claims {includes Rs. 90.70 Crore due
              from Central / State Governments (Previous Year - Rs. 91.57 Crore)}
                  Considered Good ..........................................................................................................................               51.51                   97.05
                  {includes Rs. Nil due from Subsidiary Company (Previous Year - Rs. 0.60 Crore)}
                  Considered Doubtful ...................................................................................................................                  47.97                    0.34
                                                                                                                                                                           99.48                   97.39
                                                                                                                                                                         103.52                  104.29
         Less:Provision made for Bad and Doubtful Debts ..................................................................                                                48.25                    2.71
         {Refer Note - 15B(c)}
                                                                                                                                                                           55.27                 101.58
(b) Others - (Considered Good)
         (i)      Sale of Products and Services .................................................................................................                          77.70                   85.69
                  {includes Rs. 3.08 Crore due from Subsidiary Companies
                  (Previous Year - Rs. 12.63 Crore)}
                  {includes Rs. 1.02 Crore due from Company under the same management
                  (Previous Year - Rs. 3.27 Crore)}
         (ii) Railway, Insurance and Other Claims {includes Rs. 33.49 Crore due
              from Central / State Governments (Previous Year - Rs. 50.60 Crore)} ..................                                                                       35.32                   60.22
                                                                                                                                                                         113.02                  145.91
                                                                                                                                                                                     168.29      247.49
                                                                                                                                                     TOTAL ...                       203.70      310.17




84
SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 9, CASH AND BANK BALANCES
SCH EDULE      CA        ANK ALANCES
                    AND BAN BALANC                                                                                                                                                  2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore
Cash on Hand .....................................................................................................................................................                   2.23        0.85
Balance with Scheduled Banks
         In Current Account ................................................................................................................................                        93.40       86.71
         In Fixed Deposits ....................................................................................................................................                   650.74      896.67
Post Office Savings Accounts ......................................................................................................................                                  0.01        0.01
{Maximum balance during the year Rs. 0.01 Crore (Previous Year - Rs. 0.01 Crore)}

                                                                                                                                                  TOTAL ...                        746.38     984.24




SCH EDU LE - 10, OTH ER CUR R ENT ASSETS
SCHEDULE         OT     CUR        SSETS
                                  ASSET                                                                                                                                             2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore
Accrued Interest ................................................................................................................................................                    5.95       15.07
Assets held for disposal ................................................................................................................................                            5.04        5.60

                                                                                                                                                  TOTAL ...                         10.99       20.67




SCH EDU LE - 11, LOANS AND ADVANCES (Unsecured, Considered Good, unless otherwise stated)
SCHEDULE               AND ADVANCES                                                                                                                                                 2009        2008
                                                                                                                                                                     Rs. Crore   Rs. Crore   Rs. Crore
Balances with Excise, Customs and Port Trust Authorities on Current Accounts ..............                                                                                       136.35      127.11
Sundry Advances and Deposits, etc.
            Advances Recoverable in cash or in kind or for value to be received* ........................                                                                         139.21      132.40
            Advances and Deposits with Railways, Government Bodies and Others
            Considered Good .................................................................................................................................         170.68                  172.38
            Considered Doubtful .........................................................................................................................               38.88                   38.23

                                                                                                                                                                      209.56                  210.61
Less - Provision made for Doubtful Advances .....................................................................................                                       38.88                   38.23

                                                                                                                                                                                  170.68      172.38
Advance payments against taxes .............................................................................................................                                        38.31     105.32
Loans and Advances to Subsidiary Companies ..................................................................................                                                       69.87     114.07
(Refer Note - 20)

                                                                                                                                                  TOTAL ...                        554.42     651.28



Note -*Includes due by Officers Rs. 0.22 Crore (Previous Year - Rs. 0.36 Crore) Maximum balance during the year Rs. 0.45 Crore
      (Previous Year - Rs. 0.81 Crore)




                                                                                                                                                                                                  85
                                                                                                             SCHEDULES FORMING PART OF THE BALANCE SHEET


SCH EDULE - 12, CUR R ENT LIABI LITI ES
SCHEDULE        CUR       LIABI LITI                                                                                                                                                         2009        2008
                                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore

Sundry Creditors

Payable to Subsidiaries ..................................................................................................................................                                    1.63        3.93

Others ....................................................................................................................................................................               1,633.39    1,458.39
(Refer Note - 18)

Deposits from Dealers and Others ...........................................................................................................                                               393.69      316.28

Investor Education and Protection Fund
(Appropriate amount shall be transferred to “Investor Education
and Protection Fund” if and when due)

Unpaid Dividend ...............................................................................................................................................                  24.02                   20.77

Unpaid Matured Deposits ............................................................................................................................                              0.18                    0.23
                                                                                                                                                                                             24.20       21.00
Interest on Secured Loans accrued but not due ................................................................................                                                                7.43        2.19
                                                                                                                                                           TOTAL ...                      2,060.34    1,801.79




SCH EDULE - 13, PROVISIONS
SCHEDULE        PRO                                                                                                                                                                          2009        2008
                                                                                                                                                                                          Rs. Crore   Rs. Crore

Provision for Retirement Benefits .............................................................................................................                                              99.69     154.91
(Refer note - 11)

Provision for Mines Restoration ................................................................................................................                                              9.98        6.98
(Refer note - 13)

Provision for Income Tax ...............................................................................................................................                                   696.67      580.22

Provision for Fringe Benefit Tax .................................................................................................................                                                -       2.24

Proposed Dividend ...........................................................................................................................................                              244.06      187.68

Dividend Distribution Tax .............................................................................................................................                                      41.48       31.90
                                                                                                                                                           TOTAL ...                      1,091.88     963.93




86
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT


SCH EDU LE - 14, OTH ER INCOME
SCHEDULE         OT      NCO
                        INC                                                                                                                                                                     2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore   Rs. Crore
       Opera      Income
Other Operating Income ............................................................................................................................                                           163.70      165.53
{includes Gain on Exchange (Net) - Rs. 3.66 Crore (Previous Year - Rs. 0.18 Crore)}
(Refer Note - 23)
        Income
Other Income
Profit on Sale of Investments .....................................................................................................................                                  0.81                    1.12
Interest on Income tax Refund (Previous Year - Net of interest Rs. 42.40 Crore) .................                                                                                        -                  23.14
Other Interest Income ....................................................................................................................................                          41.00                   55.88
{Inclusive of Tax Deducted at source - Rs. 10.11 Crore (Previous Year - Rs. 9.49 Crore)}
Dividend from Long Term Trade Investments .....................................................................................                                                      1.02                    8.62
{Includes Rs. Nil Dividend from Subsidiary Company (Previous Year - Rs. 7.60 Crore)}
Dividend from other Investments ............................................................................................................                                        34.58                   34.42
                                                                                                                                                                                                77.41     123.18
                                                                                                                                                             TOTAL ...                        241.11      288.71



SCH EDULE - 15, MANU FACTU R I NG AND OTH ER EXPENSES
SCH EDULE        ANU CTU
                MAN               AND OT     EXPENSES                                                                                                                                           2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore   Rs. Crore
MANU FACTU R I NG EXPENSES
   ANU CTU                     EXPENSES
Purchase of Cement ........................................................................................................................................                         93.16                   87.36
Raw Materials Consumed ............................................................................................................................                                891.51                  799.12
Stores and Spare parts Consumed ...........................................................................................................                                         10.03                   13.86
Packing Materials Consumed .....................................................................................................................                                   238.72                  280.14
Power and Fuel ..................................................................................................................................................                1,539.65                1,598.96
Repairs to Building ..........................................................................................................................................                      14.14                   14.72
Repairs to Machinery ......................................................................................................................................                        323.30                  276.21
Repairs to Other Items ...................................................................................................................................                          67.87                   70.92
Royalties ..............................................................................................................................................................            98.39                   86.69
Excise Duties (including Education Cess) ..............................................................................................                                             84.54                  117.08
{Includes captive consumption of Clinker Rs. 85.37 Crore (Previous Year - Rs. 119.01 Crore)}
                                                                                                                                                                                             3,361.31    3,345.06
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
    MENTS      AND PRO                  EMPLO
Salaries, Wages, Dearness Allowance and Bonus ..............................................................................                                                      318.27                  311.23
Contributions / Provisions to and for Provident and Other Funds {Refer Note - 11(g)} ..                                                                                            18.00                   63.53
Workmen and Staff Welfare Expenses ...................................................................................................                                             31.44                   41.56
                                                                                                                                                                                              367.71      416.32
ADMIN ISTRATIVE, SELLI NG AND OTH ER EXPENSES
   MIN
ADMI IST                           SELLING AND OT                                  EXPENSES
Rent .........................................................................................................................................................................     32.59                   33.22
Rates and Taxes {includes Wealth Tax Rs. 1.27 Crore (Previous Year - Rs. 0.79 Crore)} .....                                                                                       101.45                   98.75
Insurance ..............................................................................................................................................................           17.60                   17.86
Loading, Transportation and Other Charges ........................................................................................                                                169.69                  176.98
Discount, Rebates and Allowances ..........................................................................................................                                        93.49                  105.20
Commission on Sales .....................................................................................................................................                          23.12                   20.24
Other Expenses {includes Loss on sale / write off of Fixed Assets (Net) Rs. 3.24 Crore
(Previous Year - Rs. 8.91 Crore)} ...................................................................................................................                             270.48                  286.55

                                                                                                                                       Total carried over ...                      708.42                  738.80


                                                                                                                                                                                                              87
                                                                      SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT


SCH EDULE - 15, MANU FACTU R I NG AND OTH ER EXPENSES (contd.)
SCHEDULE         ANU CTU
                MAN               AND OT     EXPENSES                                                                                                                                        2009        2008
                                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore
                                                                                                                                 Total brought over ...                         708.42                 738.80
Provision for Bad and Doubtful Debts {Refer Note - 15B(c)} ........................................................                                                              31.26                    0.71
Advertisement ...................................................................................................................................................                53.16                   47.56
Outward Freight Charges on Cement etc. ............................................................................................                                           1,054.41                1,001.58
                                                                                                                                                                                          1,847.25    1,788.65
(INCR EASE) / DECR EASE IN STO C KS IN TRADE AND WORK-IN-PRO GRESS
  NCR
(INC          DECR      IN ST       IN       AND ORK-IN-PR GRESS
                                                       N-PRO
Closing Stock -
Finished Goods ..................................................................................................................................................                88.08                   78.86
Work-in-Progress ...............................................................................................................................................               168.96                  149.44

                                                                                                                                                                               257.04                  228.30
Opening Stock -
Finished Goods ..................................................................................................................................................                78.86                   81.26
Work-in-Progress ...............................................................................................................................................               149.44                  146.71

                                                                                                                                                                               228.30                  227.97
                                                                                                                                                                                           (28.74)       (0.33)
                                                                                                                                                           TOTAL ...                      5,547.53    5,549.70




SCH EDULE - 16, I NTEREST
SCHEDULE          NTEREST
                INTERES                                                                                                                                                                      2009        2008
                                                                                                                                                                                          Rs. Crore   Rs. Crore
Debentures ..........................................................................................................................................................                        28.99        1.36

Term Loans ..........................................................................................................................................................                        15.97       16.36

Interest on Income Tax (Net of interest on refund Rs. 20.33 Crore) .........................................                                                                                 17.58            -

Others ....................................................................................................................................................................                  48.14       23.60
                                                                                                                                                                                           110.68        41.32
Less - Adjustments for -
Interest Capitalised .........................................................................................................................................                               26.38        1.36

                                                                                                                                                          TOTAL ...                          84.30       39.96




SCH EDULE - 17, EXC EPTIONAL ITEMS
SCHEDULE        EX EPT         EMS
                             ITEM                                                                                                                                                            2009        2008
                                                                                                                                                                                          Rs. Crore   Rs. Crore
Profit on Sale of Investments in Subsidiary .........................................................................................                                                             -      36.57

Profit on Sale of Land .....................................................................................................................................                                      -      12.29

                                                                                                                                                          TOTAL ...                               -      48.86




88
SCHEDULES FORMING PART OF
THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
SCH EDULE – 18, NOTES TO ACCOUNTS
SCH EDULE       NOT      AC OUN
1.              epara
              prepar
     Basis of preparation
     (i)     The financial statements have been prepared to comply in all material aspects in respect with the Notified Accounting Standard
             by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.
     (ii)    Financial statements are based on historical cost and are prepared on accrual basis.

     (iii)   Accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

2.          estimates
     Use of estimates
     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date
     of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon
     management’s best knowledge of current events and actions, actual results could differ from these estimates.

3.   Significant accounting policies
                    ounting
     Significant accoun

     (i)     Revenue recognition
                      ecognition
                     rec

             Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can
             be reliably measured.

                       oducts
                     Produc       Services
             Sale of Products and Services
             a)   Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Excise
                  duties deducted from turnover (gross) are the amounts that are included in the amount of turnover (gross) and not the
                  entire amount of liability that arose during the year. Excise duties in respect of finished goods are shown separately as an
                  item of Manufacturing and Other Expenses and included in the valuation of finished goods.

             b)   Sales include the amount of Sales Tax / VAT refunds received / due in accordance with incentive schemes.

             Interest and Dividend Income
               terest
             Inter                 Income

             Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
             Dividend income is recognised when the shareholders’ right to receive dividend is established by the Balance Sheet date.

     (ii)    Accounting of claims
                ounting
             Accoun

             a)   Claims receivable are accounted at the time when such income has been earned by the Company depending on the
                  certainty of receipts. Claims payable are accounted at the time of acceptance.

             b)   Claims raised by Government Authorities regarding taxes and duties, which are disputed by the Company, are accounted
                  based on the merits of each claim.

     (iii)   Debenture / Share issue expenses and premium payable on Debentures are adjusted in the same year against the Securities
             Premium Account as permitted by Section 78(2) of the Companies Act, 1956.

     (iv)    Fixed Assets
              ixed

             a)   Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment losses.

             b)   Depreciation is provided on the straight line method at the rates prescribed in Schedule XIV of the Companies Act, 1956, on
                  a pro-rata basis.

             c)   Cost of leasehold land is amortised over the period of the lease.

             d)   In respect of quarry freehold land, amortisation reserve is created by amortising the cost over the number of years of the
                  mining rights of the quarries.

             e)   Capital assets whose ownership does not vest in the Company have been depreciated over the period of five years.
             f)   Machinery spares which can be used only in connection with a particular item of Fixed Assets and the use of which is
                  irregular, are capitalized at cost net of Cenvat and are depreciated over the remaining useful life of the related asset. The
                  written down value of such spares is charged to the Profit and Loss Account, on issue for consumption.

                                                                                                                                            89
     (v)      Borrowing Costs
              Borrowing Costs
              Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use
              are included to the extent they relate to the period till such assets are ready to be put to use. All other borrowing costs are
              charged to revenue.
     (vi)     Intangibles
              Intangibles
              a)   Computer Software cost is amortised over a period of three years.
              b)   Costs incurred to gain access to mineral reserves are capitalised and depreciated over the life of the quarry, which is based
                   on the estimated tonnes of raw materials to be extracted from the reserves.
     (vii)    Impairment
              Impairment
              The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on
              internal / external factors. An impairment loss will be recognized wherever the carrying amount of an asset exceeds its estimated
              recoverable amount. The recoverable amount is greater of the asset’s net selling price and value in use. In assessing the value in
              use, the estimated future cash flows are discounted to the present value at the weighted average cost of capital. Previously
              recognized impairment loss is further provided or reversed depending on changes in circumstances.
             xpenditure         onstruction
                               construc
     (viii) Expenditure during construction period
              In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses
              net of revenue earned, and attributable interest and financing costs, prior to commencement of commercial production are
              capitalised.
     (ix)     Investments
              Investments
              Current investments are carried at the lower of cost or fair value. Long term investments are stated at cost. Provision for
              diminution in the value of long term investments is made only if such a decline is other than temporary.
     (x)      Leases
              Lease payments under operating lease are recognised as an expense in the Profit and Loss Account on a straight line basis over
              the lease term.
     (xi)     Research and Development
               esearch     Development
              Expenditure on research phase is recognised as an expense when it is incurred. Expenditure on development phase which
              results in creation of assets is included in Fixed Assets.
           Inventories
     (xii) Inventories
              Inventories are valued as follows:
              a)   Raw materials, fuels, packing materials, stores and spares
                   Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are
                   not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above
                   cost. Cost is determined on a weighted average basis.
              b)   Work-in-progress and finished goods
                   Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing
                   overheads based on normal operating capacity. Cost of finished goods includes excise duty.
                   Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
                   estimated costs necessary to make the sale.

     (xiii)   Foreign currency transactions
               oreign currency transac
                                 ansactions
              Foreign currency transactions are initially recorded at the rates of exchange prevailing on the date of transactions. Foreign
              currency monetary items are subsequently reported using the closing rate. Non-monetary items which are carried in terms of
              historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. Exchange
              differences arising on the settlement of monetary items or on reporting Company’s monetary items at rates different from
              those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as


90
             income or as expenses in the year in which they arise. The financial statements of an integral foreign operation are translated
             as if the transactions of the foreign operation have been those of the Company itself. The premium on forward exchange
             contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract.

     (xiv)   Employee benefits
             Employ

             a) Defined Contribution Plan
                  Contribution to Officer’s Superannuation Fund, ESIC and Labour Welfare Fund are recognised as an expense in the Profit
                  and Loss Account, as they are incurred. There are no other obligations other than the contribution payable to the respective
                  trusts.

             b) Defined Benefit Plan and Other Long Term Benefits

                  Retirement benefits in the form of gratuity, additional gratuity, provident fund, post retirement medical benefit schemes,
                  medical benefits under voluntary retirement scheme and other long term benefits in the form of leave encashment, silver
                  jubilee and long service awards are determined using the projected unit credit method as at Balance Sheet date. Actuarial
                  gains / losses are recognized immediately in the Profit and Loss Account.
             c)   Short term compensated absences are provided based on past experience of leave availed.

             d) Payments made under the Voluntary Retirement Scheme are charged to the Profit and Loss Account immediately.

     (xv)    Employees Stock Option Scheme
             Employ

             The intrinsic value of option granted under Employees Stock Option Schemes has been deferred, to be written off over the
             vesting period.

           Income taxes
     (xvi) Income taxes
             Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the
             amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects
             the impact of current year timing differences between taxable income and accounting income for the year and reversal of
             timing differences of earlier years.
             Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date.
             Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income
             will be available against which such deferred tax assets can be realised. Deferred tax assets are reviewed at each Balance Sheet
             date.
             ontingencies Pro
     (xvii) Contingencies / Provisions
             A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of
             resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be
             made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the
             obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best
             estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit
             is remote.

     (xviii) Mines Restoration Expenditure
                    estora
                   Restor       xpenditure
                               Expenditur

             The Company provides for the estimated expenditure required to restore quarries and mines. The initial recognition of the
             provision for mines restoration cost comprises of the estimated costs for restoration caused by operations necessary before the
             raw materials can be exploited. Actual expenses for restoration are charged directly against the provision. The present obligation
             is revised annually based on technical estimates by internal or external specialists.

4.   Segment Reporting
              eporting
     Segment Repor
     The Company has only one business segment ‘Cement’ as its primary segment and hence disclosure of segment-wise information is
     not applicable under Accounting Standard 17 - ‘Segmental Information’ notified pursuant to the Companies (Accounting Standards)
     Rules, 2006 (as amended).

     The Company caters mainly to the needs of the domestic market. The export turnover is not significant in the context of total turnover.
     As such there are no reportable Geographical Segments.


                                                                                                                                           91
5.   Related Par ty Disclosure
              arty
      elated Par Disclosure
     (A)   Par ticulars of Subsidiaries / Associate / Promoter Group Companies
            articulars                    Associate Promoter Group Companies

                       Rela
                        elated Par
                                arty
           Name of the Related Party                                           Nature of Relationship
                                                                               Natur
                                                                                 ture     elationship
                                                                                         Rela
           (i)       Bulk Cement Corporation (India) Limited                   Subsidiary Company
           (ii)      ACC Mineral Resources Limited (Formerly The Cement
                     Marketing Company of India Limited)                       Subsidiary Company
           (iii)     Lucky Minmat Limited                                      Subsidiary Company
           (iv)      ACC Concrete Limited                                      Subsidiary Company
           (v)       National Limestone Company Private Limited                Subsidiary Company w.e.f. April 20, 2009
           (vi)      ACC Machinery Company Limited                             Subsidiary Company up to March 10, 2008
           (vii)     Alcon Cement Company Private Limited                      Associate Company from April 01, 2008
           (viii)    Ambuja Cement India Private Limited                       Promoter Group Company
           (ix)      Ambuja Cements Limited                                    Promoter Group Company
           (x)       Holderind Investments Limited                             Promoter Group Company
           (xi)      Holcim (India) Private Limited                            Promoter Group Company
           (xii)     Holcim Services (Asia) Limited                            Promoter Group Company
           (xiii)    Holcim Group Support Limited                              Promoter Group Company
           (xiv)     Holcim Singapore Limited                                  Promoter Group Company
           (xv)      Holcim Trading FZCO                                       Promoter Group Company
           (xvi)     Holcim (Lanka) Ltd.                                       Promoter Group Company
           (xvii)    P T Holcim Indonesia Tbk                                  Promoter Group Company
           (xviii)   Holcim Services (South Asia) Limited                      Promoter Group Company
           (xix)     Holcim Foundation                                         Promoter Group Entity
           (xx)      Holcim Ltd.                                               Promoter Group Company
           (xxi)     Siam City Concrete Co. Limited                            Promoter Group Company
           (xxii)    Siam City Cement Public Company Limited                   Promoter Group Company
           (xxiii)   National Cement Factory                                   Promoter Group Company
           (xxiv)    Holcim Bangladesh Limited                                 Promoter Group Company

     (B)   Key Management Personnel
               Management Personnel

                       Rela
                        elated Par
                                arty
           Name of the Related Party                                           Nature of Relationship
                                                                               Natur
                                                                                 ture     elationship
                                                                                         Rela
           Mr. Sumit Banerjee                                                  Managing Director

     (C)   Transactions with Subsidiary Companies
             ansactions      Subsidiary Companies

                                                                                                                 2009         2008
                                                                                                             Rs. Crore    Rs. Crore
           (i)       Purchase of Finished / Unfinished goods / Raw Materials
                      urchase    Finished                      Raw Materials                                     1.94         2.76
                         Lucky Minmat Limited                                                                    1.93         0.10
                         ACC Machinery Company Limited                                                               -        2.64
                         Others                                                                                  0.01         0.02
           (ii)              Finished
                     Sale of Finished / Unfinished goods                                                        72.71      138.23
                         ACC Concrete Limited                                                                   72.71       138.23
           (iii)     Reimbursement of Expenses / Cost of Materials / Stores Paid
                      eimbursement    Expenses Cost      Materials Stores Paid                                  14.83       20.38
                         ACC Concrete Limited                                                                    0.46         8.79
                         Bulk Cement Corporation (India) Limited                                                 9.59        11.59
                         Lucky Minmat Limited                                                                    4.58             -
                         Others                                                                                  0.20             -
           (iv)      Reimbursement of Expenses / Cost of Materials / Stores Received
                      eimbursement    Expenses Cost      Materials Stores Receiv
                                                                             eceived                             3.52         3.03
                         ACC Concrete Limited                                                                     2.35        2.25
                         ACC Mineral Resources Limited                                                            1.05           -
                         Bulk Cement Corporation (India) Limited                                                (0.03)        0.51
                         Others                                                                                   0.15        0.27

92
(C)   Transactions with Subsidiary Companies (contd.)
        ansactions      Subsidiary Companies

                                                                                                2009        2008
                                                                                            Rs. Crore   Rs. Crore

      (v)    Rendering of Services
                             Services                                                          0.67        2.32
                  ACC Concrete Limited*                                                       (0.05)       1.56
                  Bulk Cement Corporation (India) Limited                                       0.72       0.76
      (vi)                  Services
             Receiving of Services                                                            11.28       12.01
                  Bulk Cement Corporation (India) Limited                                     11.28       11.17
                  Others                                                                           -       0.84
      (vii) Interest on Inter Corporate Deposit / Other advances received during the year
             Inter
               terest     Inter Corpor
                                  orpora                               eceived
                                                            advances receiv          year          -       4.44
                  ACC Concrete Limited*                                                            -       4.44
             Investment       Subsidiary            Share Capital
      (viii) Investment in Subsidiary in Equity Share Capital                                 21.14      110.36
                  ACC Concrete Limited                                                             -      99.95
                  ACC Mineral Resources Limited                                                 4.90          -
                  National Limestone Company Pvt. Ltd.                                        16.24           -
                  Others                                                                           -      10.41
      (ix)   Investment       Subsidiary      efer
                                            Preference Share Capital
             Investment in Subsidiary in Preference Share Capital                            100.00           -
                  ACC Concrete Limited                                                       100.00           -
      (x)      ansfer     Ready        oncrete
                                      Concr                 Subsidiary
             Transfer of Ready Mix Concrete Business to Subsidiary                                 -     100.00
                  ACC Concrete Limited                                                             -     100.00
      (xi)               eceived
                       Receiv
             Dividend Received                                                                     -       7.60
                  ACC Machinery Company Limited                                                    -       7.60
              urchase       ixed
                           Fix
      (xii) Purchase of Fixed Assets                                                           0.06        0.83
                  ACC Concrete Limited                                                          0.06          -
                  ACC Machinery Company Limited                                                    -       0.83
      (xiii) Inter Corporate Deposits / Other advances given during the year
                    orpora
             Inter Corpor                        advances given              year             78.13      118.35
                  ACC Concrete Limited                                                        78.00      118.35
                  ACC Mineral Resources Limited                                                 0.13          -
                    orpora
             Inter Corpor                liquidated
      (xiv) Inter Corporate Deposits liquidated during the year year                         124.00        6.00
                  ACC Concrete Limited                                                       124.00        6.00
                    orpora
             Inter Corpor                        advances     at
      (xv) Inter Corporate Deposits / Other advances as at the end of the year  year          68.13      114.00
                  ACC Concrete Limited                                                        68.00      114.00
                  ACC Mineral Resources Limited                                                 0.13          -
      (xvi) Outstanding balance included in Current Assets
                                                      ent
                                                  Curren                                       4.82       13.30
                  ACC Concrete Limited                                                          3.06      13.04
                  ACC Mineral Resources Limited                                                 0.87          -
                  Lucky Minmat Limited                                                          0.77       0.07
                  Others                                                                        0.12       0.19
                                                      ent
                                                  Curren
      (xvii) Outstanding balance included in Current Liabilities                               1.63        3.93
                  ACC Concrete Limited                                                             -       2.96
                  Bulk Cement Corporation (India) Limited                                       1.63       0.97

(D)
(D)   Transactions with Associate Company
        ansactions                 ompany
                        Associate Compan
             ement ompany
      Alcon Cemen Compan Pvt Ltd.
      Alcon Cement Company Pv t . Ltd.
                                                                                                2009        2008
                                                                                            Rs. Crore   Rs. Crore
      (i)     Purchase of Finished/ Unfinished goods                                            67.85       47.78
      (ii)    Sale of Goods                                                                     26.40       19.90
      (iii)   Investment in Associates (Acquisition of Equity Shares)                               -       22.25
      (iv)    Dividend Received                                                                  1.02        1.02
      (v)     Interest Received                                                                     -        0.01
      (vi)    Reimbursement of Expenses / Cost of Materials / Stores Paid                        0.62        0.20


                                                                                                             93
     (D)
     (D)   Transactions with Associate Company Alcon Cement Company Pv t . Ltd. (contd.)
             ansactions                 ompany        ement ompany
                             Associate Compan Alcon Cemen Compan Pvt Ltd.
                                                                                                     2009        2008
                                                                                                 Rs. Crore   Rs. Crore
           (vii)    Reimbursement of Expenses / Cost of Materials / Stores Received                  5.61        1.03
           (viii)   Rendering of Services                                                            1.35           -
           (ix)     Receiving of Services                                                            0.86           -
           (x)      Outstanding balance included in Current Assets                                   4.04        3.93
           (xi)     Outstanding balance included in Current Liabilities                              3.34        7.30

     (E)                            elating
                        ansactions rela        Promoters Group Companies
           Details of Transactions relating to Promoters Group Companies
                                                                                                     2009        2008
                                                                                                 Rs. Crore   Rs. Crore

           (i)      Dividend paid                                                                 173.46      167.36
                         Ambuja Cement India Private Limited                                      172.38      166.28
                         Holderind Investments Limited                                               1.08       1.08
           (ii)      urchase
                    Purchase of Gypsum and CoalCoal                                                83.55       71.22
                         Holcim Trading FZCO                                                       83.55       71.22
           (iii)     urchase     Finished/
                    Purchase of Finished/ Unfinished goods                                              -       0.40
                         Ambuja Cements Limited                                                         -       0.40
           (iv)     Purchase of Stores & Spares
                     urchase     Stores     Spares                                                  0.60           -
                         Ambuja Cements Limited                                                      0.60          -
           (v)              Finished
                    Sale of Finished / Unfinished goods                                            24.74       78.82
                         Ambuja Cements Limited                                                    23.74       78.82
                         Holcim Bangladesh Limited                                                   1.00          -
           (vi)             Stores    Spares
                    Sale of Stores & Spares                                                         0.28           -
                         Ambuja Cements Limited                                                      0.28          -
           (vii)                   Services
                    Rendering of Services                                                           4.38        7.73
                         Ambuja Cements Limited                                                      4.38       7.31
                         National Cement Factory                                                        -       0.42
           (viii)    eimbursement        Expenses Paid Pa
                    Reimbursement of Expenses Paid / Payable                                        0.90        0.70
                         Ambuja Cements Limited                                                      0.14       0.02
                         Holcim Trading FZCO                                                         0.46       0.68
                         Holcim Bangladesh Limited                                                   0.30          -
           (ix)     Reimbursement of Expenses Received / Receivable
                     eimbursement                   eceived Receiv
                                         Expenses Receiv        eceivable                           3.32       17.59
                         Ambuja Cements Limited                                                      3.06      15.78
                         Holcim Ltd                                                                     -       0.98
                         Others                                                                      0.26       0.83
           (x)                    Services (T                              Market surv etc.)
                    Receiving of Services (Training / Technical Know how / Market survey etc.)     33.34       47.57
                         Holcim Group Support Limited                                              11.76       19.97
                         Holcim Services (South Asia) Limited                                      21.25       27.25
                         Others                                                                      0.33       0.35
           (xi)                                             ent
                                                        Curren
                    Outstanding balance included in Current Assets                                  1.19        4.16
                         National Cement Factory                                                        -       0.70
                         Ambuja Cements Limited                                                      1.02       3.27
                         Others                                                                      0.17       0.19
           (xii)    Outstanding balance included in Current Liabilities
                                                            ent
                                                        Curren                                      6.16        6.33
                         Holcim Group Support Limited                                                5.65       5.48
                         Holcim Trading FZCO                                                         0.69       0.68
                         Others                                                                    (0.18)       0.17



94
      (F)                                 elating
                               ansaction rela                eferr
                                                            referred                abov
                  Details of Transaction relating to person referred to in item (B) above
                                                                                                                                                                                              2009           2008
                                                                                                                                                                                          Rs. Crore      Rs. Crore
                  Remuneration
                   emunera                                                                                                                                                                    2.40           2.14
                  Mr. Sumit Banerjee                                                                                                                                                          2.40          2.14#

                  * w.e.f. January 1, 2009 the Company has decided to waive the rent charged to ACC Concrete Limited for occupation of office
                    premises and also not to charge interest on Inter-Corporate Deposits given.
                  # Excluding Shares worth Rs. 0.07 Crore as a non-monetary perquisite allotted by Holcim Ltd., and the income tax thereon that
                    was borne by the Company, amounting to Rs. 0.025 Crore.


6.    Earnings per Share - [EPS]
                   Share [EPS]

                                                                                                                                                                                              2009           2008
                                                                                                                                                                                          Rs. Crore      Rs. Crore
(I)   Net Profit as per Profit and Loss Account ................................................................................................                                           1,606.73       1,212.79
(II) Weighted average number of equity shares for Earnings per Share computation
      Shares for Basic Earnings per Share ...........................................................................................................                                  18,76,97,174   18,76,45,744
      Add: Potential equity shares on exercise of option of ESOS ...........................................................                                                               4,11,011       2,83,742

      Number of Shares for Diluted Earnings per Share ..............................................................................                                                   18,81,08,185   18,79,29,486

(III) Earnings per Share (Weighted Average)
      Basic .......................................................................................................................................................... Rupees                85.60          64.63
      Diluted ...................................................................................................................................................... Rupees                  85.42          64.53


7.    Director’s Remuneration
         ector’ emunera
      Director’s Remuner

                                                                                                                                                                                              2009           2008
                                                                                                                                                                                          Rs. Crore      Rs. Crore

      Managing Director#
      Salaries .....................................................................................................................................................................           0.74           0.70
      Perquisites ..............................................................................................................................................................               0.93           0.87
      Contributions to Provident and Superannuation Funds ...................................................................                                                                  0.20           0.19
      Incentive .................................................................................................................................................................              0.53           0.38
                                                                                                                                                                                               2.40           2.14
      Non Executive Directors
      Commission ...........................................................................................................................................................                   1.34           0.99
      Sitting Fees .............................................................................................................................................................               0.22           0.20
                                                                                                                                                                                               3.96           3.33


      # Managerial Remuneration (excluding contribution to gratuity fund, provision for leave encashment on retirement and other defined
      benefits since the same is provided on an actuarial basis for the Company as a whole paid / payable to directors and shares worth Rs.
      0.07 Crore as a non-monetary perquisite allotted by Holcim Ltd. in previous year, and the income-tax thereon that was borne by the
      Company, amounting to Rs. 0.025 Crore)




                                                                                                                                                                                                               95
Computation of Net Profit under Section 349 of the Companies Act, 1956

                                                                                                                                                                                       2009        2008
                                                                                                                                                                                   Rs. Crore   Rs. Crore
     Profit before tax and exceptional items as per Profit and Loss Account ..................................                                                                     2,294.39    1,687.74
     Add -
     Provision for depreciation as per Profit and Loss Account ...............................................................                                                       342.09      294.18
     Wealth Tax ..............................................................................................................................................................         1.27        0.79
     Tax on Yanbu operations ..................................................................................................................................                        2.31        1.81
     Assets written off as per Profit and Loss Account ...............................................................................                                                 6.01        1.04
     Remuneration to Directors .............................................................................................................................                           3.96        3.33
     Provision for Doubtful Debts and Advances ...........................................................................................                                            31.26        0.71
     Loss on Sale of Assets (Net) ...........................................................................................................................                             -        8.91
     Compensation under Voluntary Retirement Scheme .........................................................................                                                         12.50        3.28

                                                                                                                                                                                   2,693.79    2,001.79
     Less-
     Depreciation under Section 350 of the Companies Act, 1956 .......................................................                                                               342.09      294.18
     Profit on Sale of Investments (Net) ............................................................................................................                                  0.81        1.12
     Assets written off under Section 350 of the Companies Act, 1956. ...........................................                                                                      6.01        1.04
     Profit on Sale of Assets (Net) .........................................................................................................................                          2.77           -
                                                                                                                                                                                    351.68      296.34

     Profit as per Section 349 of the Companies Act, 1956 ..............................................................
     Profit        Section            Companies Act,                                                                                                                               2,342.11    1,705.45
     Maximum remuneration to Managing Director as per Section 198 and 309 of the
     Companies Act, 1956 @ 5% ...........................................................................................................................                            117.11       85.27
     Less: Remuneration paid as per service agreement in case of Managing Director
     (excluding incentive) .........................................................................................................................................                   1.87        1.76
     Balance available for payment of Incentive to Managing Director .............................................                                                                   115.24       83.51
     Restricted ................................................................................................................................................................       0.53        0.38
     Maximum permissible commission to Non Executive Directors under
     Section 198 of the Companies Act, 1956 @ 1% ...................................................................................                                                  23.42       17.05
     Restricted ................................................................................................................................................................       1.34        0.99


8.   Payment to Statutory Auditors (excluding service tax)
       yment       tutory
                Statutor Auditors
                                                                                                                                                                                       2009        2008
                                                                                                                                                                                   Rs. Crore   Rs. Crore
     As auditors
     (i)      Audit fees ......................................................................................................................................................        2.10        2.10
     (ii) Audit fees for tax financial statements ..........................................................................................                                           0.40        0.40
     (iii) Expenses Reimbursed ..............................................................................................................................                              -       0.07
     In other matters ................................................................................................................................................
              matters                                                                                                                                                                  0.02        0.09
                                                                                                                                                                                       2.52        2.66




96
9.    a)     During the previous year, the Company subscribed to 9,99,50,000 equity shares for a total consideration of Rs. 99.95 Crore in its
             wholly owned subsidiary ACC Concrete Limited.
      b)     During the year, the Company subscribed to 100,000,000 1% Cumulative Redeemable Preference Share for a total consideration
             of Rs. 100 Crore (Previous year Rs. Nil) in its wholly owned subsidiary ACC Concrete Limited.
      c)     During the year, the Company subscribed to 4,90,000 equity shares for a total consideration of Rs. 4.90 Crore (Previous year Rs.
             Nil) in its wholly owned subsidiary ACC Mineral Resources Limited (Formerly Known as The Cement Marketing Co. of India Ltd.).
      d)     During the year, the Company has acquired 100% stake in National Limestone Company Pvt. Limited, a Company engaged in
             mining of limestone.
10.   a)     During the year, the Ministry of Coal allocated a coal block in the state of West Bengal to a consortium in which the Company is
             a member. The Company plans to carry out mining activities through a joint venture Company.
      b)     During the year, ACC Mineral Resources Ltd, a wholly owned subsidiary of ACC Limited has entered into four Joint Venture
             agreements with Madhya Pradesh State Mining Corporation Limited for mining of Coal in the state of Madhya Pradesh and
             Chattisgarh.

11.   Employee Benefits
      Employ
      a)     Defined Contribution Plans – Amount recognised and included in Schedule 15 “Contributions / Provision to and for Provident and
             Other Funds” of Profit and Loss Account Rs. 7.94 Crore (Previous Year Rs. 11.36 Crore).
      b)     Defined Benefit Plans – As per actuarial valuation on December 31, 2009

                                                                                                   Gratuity                 Post
                                                                                                                            Employment
                                                                                                                            Medical
                                                                                                                            Benefits(PEMB)
                                                                                              Funded          Non Funded
                                                                                             Rs. Crore          Rs. Crore          Rs. Crore
 I         Expense recognised in the Statement of Profit & Loss
                     ecognised
                    rec                 tement
                                     Statemen     Profit   Loss
                   year
           for the year ended December 31, 2009

 1         Current service cost                                                                  6.61               1.83                1.12
                                                                                                 5.04               1.33                0.45

 2         Interest Cost                                                                         6.06               1.97                0.49
                                                                                                 7.11               1.98                1.31

 3         Employee Contributions                                                                    -                  -             (0.37)
                                                                                                     -                  -             (0.12)

 4         Expected return on plan assets                                                       (6.97)                  -                  -
                                                                                                (6.26)                  -                  -

 5         Net Actuarial (Gains) / Losses                                                      (19.09)             (9.19)             (4.25)
                                                                                                22.43              12.18                3.48

 6         Past service cost                                                                         -                  -                  -
                                                                                                     -                  -                  -

 7         Settlement / Curtailment (Gain)                                                           -                  -             (2.18)
                                                                                                     -                  -            (11.06)

 8         Total expense                                                                       (13.39)             (5.39)             (5.19)
                                                                                                 28.32             15.49              (5.94)


                                                                                                                                           97
                                                                                    Gratuity                 Post
                                                                                                             Employment
                                                                                                             Medical
                                                                                                             Benefits(PEMB)
                                                                               Funded          Non Funded
                                                                              Rs. Crore          Rs. Crore         Rs. Crore
 II                             ecognised
                               rec
       Net Asset / (Liability) recognised in the Balance Sheet
          at
       as at December 31, 2009
 1     Present value of Defined Benefit Obligation                            (101.13)             (31.60)            (3.61)
                                                                              (123.24)             (39.00)           (10.18)
 2     Fair value of plan assets                                                 95.39                   -                 -
                                                                                 84.14                   -                 -
 3     Funded status {Surplus / (Deficit)}                                      (5.74)                   -                 -
                                                                               (39.10)                   -                 -
 4     Net asset / (liability)                                                  (5.74)             (31.60)            (3.61)
                                                                               (39.10)             (39.00)           (10.18)
 III             obligation            year
       Change in obligation during the year ended December 31, 2009
 1     Present value of Defined Benefit Obligation at beginning of the year     123.24              39.00             10.18
                                                                                 98.41              26.74             17.40
 2     Current Service cost                                                       6.61               1.83              1.12
                                                                                  5.04               1.33              0.45
 3     Interest Cost                                                              6.06               1.97              0.49
                                                                                  7.11               1.98              1.31
 4     Settlement / Curtailment (Gain)                                                -                  -            (2.18)
                                                                                 (1.30)                  -           (11.06)
 5     Past service cost                                                              -                  -                 -
                                                                                      -                  -                 -
 6     Employee Contributions                                                         -                  -            (0.37)
                                                                                      -                  -            (0.12)
 7     Actuarial (Gains) / Losses                                              (18.38)              (9.19)            (4.25)
                                                                                23.26               12.18               3.48
 8     Benefit Payments                                                        (16.40)              (2.01)            (1.38)
                                                                                (9.28)              (3.23)            (1.28)
 9     Present value of Defined Benefit Obligation at the end of the year      101.13               31.60              3.61
                                                                               123.24               39.00             10.18
 IV                                year
       Change in assets during the year ended December 31, 2009
 1     Plan assets at the beginning of the year                                  84.14                   -                 -
                                                                                 74.12                   -                 -
 2     Settlements                                                                    -                  -                 -
                                                                                 (1.30)                  -                 -
 3     Expected return on plan assets                                             6.97                   -                 -
                                                                                  6.26                   -                 -
 4     Contributions by Employer                                                  3.57                   -                 -
                                                                                  4.23                   -                 -
 5     Actual benefits paid                                                           -                  -                 -
                                                                                      -                  -                 -
 6     Actuarial Gains / (Losses)                                                 0.71                   -                 -
                                                                                  0.83                   -                 -
 7     Plan assets at the end of the year                                        95.39                   -                 -
                                                                                 84.14                   -                 -
 8     Actual return on plan assets                                               7.68                   -                 -
                                                                                  7.09                   -                 -


98
 V                       categories                      centage
                                                      percen
             The major categories of plan assets as a percentage
             of total plan
             Qualifying Insurance Policy                                           100%

 VI          Effect of One percentage point change in the
                ect           centage point
                           percen
             assumed Medical Inflation rate
                               Inflation ra                                                    centage point
                                                                                            percen
                                                                                       One percentage point                 percen
                                                                                                                               centage point
                                                                                                                       One percentage point
                                                                                        increase
                                                                                        increase in Medical             decrease
                                                                                                                        decrease in Medical
                                                                                           Inflation ra
                                                                                           Inflation rate                  Inflation ra
                                                                                                                           Inflation rate
             Increase / (Decrease) on aggregate service and interest
             cost of Post Employment Medical Benefits                                            0.32                            (0.28)
             Increase / (Decrease) on Present value of Defined Benefit
             Obligation as at December 31, 2009                                                  1.06                            (0.92)

 VI I
 VII         Actuarial Assumptions:
             Actuarial                                                                at
                                                                                   As at December 31, 2009
 1           Discount Rate                                                         7.25% p.a.

 2           Expected rate of return on plan assets                                8% p.a.

 3           Mortality pre-retirement                                              Indian assured lives Mortality (1994-96) (modified) ultimate.
 4           Mortality post-retirement                                             Mortality for annuitants LIC (1996-98) ultimate.

 5           Employee turnover rate                                                5% p.a.

 6           Medical premium inflation                                             12% p.a. for 5 years and thereafter 8% p.a.
(Figures in italics pertain to previous year)
        c)     The Guidance issued by the Accounting Standard Board (ASB) on implementing AS-15, Employee Benefits (revised 2005) states
               that provident funds set up by employers, which requires interest shortfall to be met by the employer, needs to be treated as
               defined benefit plan. The Fund does not have any existing deficit or Interest shortfall. In regard to any future obligation arising
               due to interest shortfall (i.e. government interest to be paid on provident fund scheme exceeds rate of interest earned on
               investment), pending the issuance of the Guidance Note from the Actuarial Society of India, the Company’s actuary has expressed
               his inability to reliably measure the same.
        d)     Basis used to determine expected rate of return on assets:
               The expected return on plan assets is based on market expectation, at the beginning of the period, for returns over the entire life
               of the related obligation. The Gratuity Scheme is invested in Life Insurance Corporation (LIC) of India’s Group Gratuity–cum-Life
               Assurance cash accumulation policy and HDFC Standard Life’s Group Unit Linked Plan - For Defined Benefit Scheme.
        e)     The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
               other relevant factors, such as supply and demand in the employment market.
        f)     During the year, Pursuant to amendments in Post Employment Medical Benefits Scheme the Company has recognised curtailment
               gain of Rs. 2.18 Crore (previous Year - Rs. 11.06 Crore).
        g)     Contribution to Provident and Other funds is net of credit in gratuity funded scheme amounting to Rs. 12.64 Crore (Previous Year
               charge of Rs. 16.91 Crore) on account of change in discounting rate in valuation of present value of employee benefit liabilities.
        h)     Amounts for the current and previous four periods are as follows:
              (i)   Gratuity (Funded)
                    Gra      (Funded)                                         2009              2008         2007           2006           2005
                    Defined benefit obligation                              (101.13)         (123.24)      (98.41)         (86.31)        (74.82)
                    Plan assets                                               95.39             84.14        74.12          57.30          48.71
                    Surplus / (deficit)                                       (5.74)          (39.10)      (24.29)        (29.01)         (26.11)
                    Experience adjustments on plan assets                     (0.71)            (0.83)         0.65          N.A.           N.A.
                    Experience adjustments on plan liabilities                (5.74)             6.35          9.67          9.03          (6.19)




                                                                                                                                                99
              (ii) Gratuity (Non funded)
                   Gra                                                                                                              2009                        2008              2007              2006         2005
                   Defined benefit obligation                                                                                     (31.60)                     (39.00)           (26.74)           (31.07)      (28.44)
                        Plan assets                                                                                                          -                              -         -                    -         -
                        Surplus / (deficit)                                                                                       (31.60)                     (39.00)           (26.74)           (31.07)      (28.44)
                        Experience adjustments on plan assets                                                                          N.A.                         N.A.          N.A.                 N.A.      N.A.
                        Experience adjustments on plan liabilities                                                                  (3.83)                         4.52          (6.96)               (0.31)    (0.70)

              (iii) Post Employment Medical Benefits
                               yment
                         Employmen                                                                                                  2009                        2008              2007              2006         2005
                    Defined benefit obligation                                                                                      (3.61)                    (10.18)           (17.40)           (14.84)      (13.37)
                        Plan assets                                                                                                          -                              -         -                    -         -
                        Surplus / (deficit)                                                                                         (3.61)                    (10.18)           (17.40)           (14.84)      (13.37)
                        Experience adjustments on plan assets                                                                          N.A.                         N.A.          N.A.                 N.A.      N.A.
                        Experience adjustments on plan liabilities                                                                  (2.96)                       (6.14)           2.33                 3.04     (0.44)


12.    Operating Lease
       Opera     Lease
       a)       Future Lease Rental payments
                                                                                                                                                                                              2009                 2008
                                                                                                                                                                                          Rs. Crore            Rs. Crore
                (i)       Not later than one year ...................................................................................................................                        19.50                18.77
                (ii)      Later than one year and not later than five years ...............................................................                                                  52.52                45.36
                (iii)     Later than five years ..........................................................................................................................                        -                 7.34

       b)       Lease payment recognised in the Profit and Loss Account Rs. 23.20 Crore (Previous Year – Rs. 23.12 Crore)
       c)       General description of the leasing arrangement
                (i)       Leased Assets: Grinding facility, Dumpers, Cranes and Tippers, Car, Locomotives, Computers and other related equipments.
                (ii)      Future lease rentals are determined on the basis of agreed terms.
                (iii)     At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in
                          writing.

13.    Movement of provision during the year as required by Accounting Standard 29
       Movement    pro                  year     equired
                                                requir         ounting Standard
                                                            Accoun
       Mines Restoration Expenditure
                                                                                                                                                                                              2009                 2008
                                                                                                                                                                                          Rs. Crore            Rs. Crore
      Opening provision ...............................................................................................................................................                       6.98                 6.20
      Add: Provision during the year .....................................................................................................................                                    3.72                  1.41
      Less: Utilisation during the year ..................................................................................................................                                   (0.72)               (0.63)
      Closing provision .................................................................................................................................................                     9.98                 6.98



14.    a)       Provision for current tax represents estimated tax charge based on the aggregate profits of the Company for the quarter ended
                March 31, 2009, and nine months ended December 31, 2009. Ultimately, the tax liability of the Company would be determined
                on the basis of its results for the fiscal year ending March 31, 2010.
       b)       The Company has been recognising in the financial statements the deferred tax assets / liabilities, in accordance with Accounting
                Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India. During the year, the
                Company has charged the Profit and Loss Account with Deferred Tax Liability of Rs. 13.46 Crore (Previous Year - Rs. 4.34 Crore).



100
           The position of Deferred Tax Assets and Liabilities is as follows:
                                                                                                                                                                              2009        2008
                                                                                                                                                                          Rs. Crore   Rs. Crore
           Deferred Tax Liabilities
              erred
           Deferr
           Depreciation differences ................................................................................................................                       498.39      468.03
                                                                                                                                                                           498.39      468.03
           Deferred Tax Assets
              erred
           Deferr
           Employee Benefit ...............................................................................................................................                  44.65       53.96
           Effect of expenditure debited to Profit and Loss Account in current year
           but allowed for tax purposes in the following years ........................................................                                                      71.16       53.09
           Others .....................................................................................................................................................      33.33       25.19

                                                                                                                                                                           149.14      132.24
               Deferr
                  erred
           Net Deferred Tax Liabilities .......................................................................................................                           (349.25)    (335.79)

15.   A)   Contingent Liabilities Not Provided For
              tingent
            ontingen                  Pro      For
           a)       Guarantee given on behalf of subsidiary companies to the extent of Rs. 0.15 Crore (Previous Year – Rs. 0.07 Crore).
           b)       Indemnity, Guarantee/s given to Banks / Financial Institutions, Government Bodies and others Rs. 139 Crore (Previous Year –
                    Rs. 142 Crore).
           c)       Sales Tax, Excise Duties & Other Dues Rs. 46.96 Crore (Previous Year – Rs. 58.07 Crore).
                    In respect of item (c) future cash outflows in respect of contingent liabilities are determinable only on receipt of judgments
                    pending at various forums / authorities.
           d)       The Company had filed petitions against the orders / notices of various authorities demanding Rs. 132.96 Crore (Previous
                    Year – Rs. 113.80 Crore) towards payment of additional Royalty on Limestone based on the ratio of 1.6 tonnes of Limestone
                    to 1 tonne of Cement produced at its factories in Madhya Pradesh and Chattisgarh and on cement produced vis a vis
                    consumption of limestone at its factory in Tamil Nadu. In a similar matter, the Company has received a demand notice
                    amounting to Rs. 40.18 Crore (Previous Year– Rs. Nil) for one of its plant in the state of Karnataka.
                    The Company holds the view that the payment of royalty on limestone is based on the actual quantity of limestone
                    extracted from the mining area. The independent report obtained from the National Council of Building Materials supports
                    the Company’s view. In view of the demand, being legally unsustainable, the Company does not expect any liability in the
                    matter.
      B)   a)       The Company was entitled to receive transport subsidy against actual expenditure on freight incurred in respect of its new
                    1 MTPA plant at Gagal, which went into commercial production w.e.f. September 15, 1994 for a period of five years. Accordingly,
                    the Company accrued the subsidy claim (including subsidy on clinker) aggregating Rs. 80.65 Crore (Previous Year – Rs. 80.65
                    Crore) for a year up to September 1999. As against this, the Company had received part disbursement and balance of Rs.
                    46.35 Crore (Previous Year – Rs. 46.35 Crore) is shown as receivable under “Sundry Debtors – Schedule 8”. The Company had
                    received a demand notice from the Government of Himachal Pradesh asking for refund of Rs. 31.19 Crore during the earlier
                    year stating that 1 MTPA plant at Gagal is not a new unit but a case of expansion of an existing unit, thereby, not eligible for
                    subsidy under Transport Subsidy Scheme, 1971.
                    The High Court of Shimla had declared Gagal II as eligible for Transport Subsidy in its judgement dated August 19, 2003 and
                    the division bench of Himachal Pradesh High Court has also confirmed the same in its judgement dated April 10, 2008.
                    However, the Government has filed an appeal in the Supreme Court.
           b)       The Company had availed Sales tax incentive with respect to its investment in Gagal II under the State Industrial Policy,
                    1991. The Company accrued Sales tax incentives aggregating to Rs. 56 Crore (Previous year – Rs. 56 Crore). However, the Sales
                    tax authorities of the State, interalia, have stipulated that the incentive is admissible only for the incremental amount over
                    the base revenue. The Company is still pursuing the claim with the Government. The Company is hopeful of recovery of the
                    amount paid under protest. The Company is also pursuing with its appeal filed before Appellate Authorities. However, as a
                    measure of abundant caution, a sum of Rs. 56 Crore (Previous Year - Rs. 56 Crore) has been provided by the Company in
                    earlier years.


                                                                                                                                                                                          101
           c)   Pursuant to incentives available under a State Government Policy in respect of one of its cement plants, the Company had in
                the past accrued Rs. 15 Crore of capital subsidy and Rs. 29.44 Crore as Sales Tax which is receivable from the concerned
                Government Authorities. However, despite Company’s efforts, it has not realised any amounts to date. Considering these
                facts, management considers it prudent to record a provision for the amount of Rs. 29.44 Crore by charge to the Profit and
                Loss Account and the Capital Reserve Account is adjusted to the extent of the capital subsidy.
16. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 660.45 Crore
    (Previous Year – Rs. 1,554.69 Crore).
17. Previous year other expenses of Schedule 15 include Donations paid of Rs. 1.00 Crore to Bhartiya Janata Party and Rs. 1.00 Crore to All
    India Congress Committee.
18. There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to
    whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have
    been made.
      The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been
      identified on the basis of information available with the Company. This has been relied upon by the auditors.
19. a)     Particulars of unhedged foreign currency exposure as at Balance Sheet date
            articulars              oreign currency exposur
                                   for               xposure    at               date
       Particulars         Amount

       Export Debtors      Rs. Nil {Previous Year Rs. 3.32 Crore (USD 0.07 Crore @ Closing rate of 1 USD = Rs. 49.72)}
                           Rs. 3.73 Crore (SR 0.30 Crore @ Closing rate of 1 SR = Rs. 12.50)
                           {Previous Year Rs. 1.92 Crore (SR 0.14 Crore @ Closing rate of 1 SR = Rs. 13.25)}

       Creditors           Rs. 0.84 Crore (USD 0.02 Crore @ Closing rate of 1 USD = Rs. 46.76)
                           {Previous Year Rs. 21.92 Crore (USD 0.44 Crore @ Closing rate of 1 USD = Rs. 49.72)}
                           Rs. 6.55 Crore (CHF 0.15 Crore @ Closing rate of 1 CHF = Rs. 45.05)
                           {Previous Year Rs. 7.00 Crore (CHF 0.15 Crore @ Closing rate of 1 CHF = Rs. 47.10)}
                           Rs. Nil {Previous Year Rs. 1.41 Crore (JPY 2.56 Crore @ Closing rate of 1 JPY = Rs. 0.55)}
                           Rs. 2.83 Crore (EUR 0.04 Crore @ Closing rate of 1 EUR = Rs. 67.02)
                           {Previous Year Rs. 34.29 Crore (EUR 0.49 Crore @ Closing rate of 1 EUR = Rs. 70.09)}
                           Rs. Nil {Previous Year Rs.0.02 Crore (THB 0.01 Crore @ Closing rate of 1 THB = Rs. 1.45)}

      b)   The details of forward contracts outstanding at the year end are as follows
                           orw
                          for ard contrac
                                   ontracts             at     year     are     ollows
                                                                               follow
       Currency                Number of Contracts                   Buy Amount                          Purpose

       EU R O
       EUR                                                                                               Import of Capital items
       2009                               1                             88,42,500
       2008                               5                           1,18,62,699
       USD                                                                                               Import of Capital items
       2009                               2                             66,00,000
       2008                               2                             50,00,000

                 ances,
              Advances           ture
                               natur
20. Loans and Advances, in the nature of loans –
      To Subsidiary –

       Particulars                              2009                    2008                        Maximum Balance during the year

       Inter Corporate Deposits:                Rs. Crore               Rs. Crore                         Rs. Crore

       ACC Concrete Limited                     68.00                   114.00                             164.00
       ACC Mineral Resources Limited             0.13                      -                                   0.13


102
21. Sales include Sales Tax incentive of Rs. 60.51 Crore (Previous Year - Rs. 156.90 Crore)
22. Deferred Payment Liability included in “Unsecured Loans – Schedule 4” comprises of Rs. 9.74 Crore (Previous Year – Rs. 11.36 Crore)
    payable to the Industrial Development Corporation of Orissa Limited (IDCOL) on account of their dues payable by the erstwhile Bargarh
    Cement Ltd in eight equal annual installments without interest or penalty. The third installment was due for payment on December
    22, 2009. Pending conclusion of negotiation with IDCOL the installment is yet to be paid.
                     Opera     Income are     ollows
                                             follow
23. Details of Other Operating Income are as follows
    Description                                                                                                                                                                       2009                       2008
                                                                                                                                                                                  Rs. Crore                  Rs. Crore

    Sale of Stores, Materials, etc. ......................................................................................................................                           20.04                      26.92
    Provision no longer required written back ...........................................................................................                                            21.54                      35.41
    Sale of Surplus generated Power ..............................................................................................................                                   58.89                      13.67
    Miscellaneous Income ...................................................................................................................................                         63.23                      89.53
                                                                                                                                              TOTAL ...                            163.70                     165.53

    ADDITIONAL IN FORMA     PURSUANT         PRO            ARA
                                                           PAR GRAPHS          PAR II
                                                                                ART       SCHEDULE                 ANI
                                                                                                               COMPAN
24. ADDITIONAL IN FORMATION PURSUANT TO TH E PROVISIONS OF PARAGRAPHS 3 & 4 OF PART II OF SCH EDULE VI TO TH E COMPANI ES
     CT,
    ACT, 1956 :-
(A) Sales by class of goods (Net)
                                                                                                                    Unit                                       2009                                   2008
                                                                                                                                             Quantity                 Rs. Crore         Quantity             Rs. Crore

    (i)      Cement ..................................................................................        Lakh Tonnes                       212.73                7,828.73            207.02             7,023.10
    (ii) Clinker ...................................................................................                   ”                             2.02                51.47                 3.99             98.27
    (iii) Consultancy services ......................................................                                  -                                   -             46.49                    -             63.70
    (iv) Erection, Fabrication & Contracts .............................                                               -                                   -              1.75                    -              2.34
    (v)      Purchased Cement ...........................................................                     Lakh Tonnes                            2.43                98.76                 2.31             95.46

                                                                                                                                                                      8,027.20                               7,282.87

(B) Details of raw materials consumed

                                                                                                                    Unit                                       2009                                   2008

                                                                                                                                             Quantity                 Rs. Crore         Quantity             Rs. Crore
    (i)      Slag .........................................................................................   Lakh Tonnes                          19.30                 96.01                19.77             82.78
    (ii) Gypsum .................................................................................                      ”                           11.14                244.29                11.30            223.51
    (iii) Fly Ash ...................................................................................                  ”                           44.56                135.68                39.86            129.51
    (iv) Others ....................................................................................                                                       -            415.53                    -            363.32
                                                                                                                                                                        891.51                                 799.12


(C) Licensed and installed capacity, actual production and opening and closing stocks
                                                                                                                                                    * Installed / Rated                       Actual Production
                                                                                                                                                         Capacity
                                                                                                                    Unit                    As at                      As at
                                                                                                                                     December 31,               December 31,
                                                                                                                                            2009                       2008                   2009               2008
    Cement ............................................................................................       Lakh Tonnes                       261.69                  226.29            213.69               208.36
Licensed Capacity per annum not indicated due to the abolition of Industrial Licences as per Notification No. 477 (E) dated July 25, 1991
issued under The Industries (Development and Regulation) Act, 1951.
* As Certified by the Management and accepted by the Auditors.

                                                                                                                                                                                                                 103
                                                                                                                                                                       Opening stock as at                       Closing stock as at
                                                                                                                                                                        January 1, 2009                          December 31, 2009
                                                                                                                                     Unit                        Quantity                Rs. Crore         Quantity             Rs. Crore
      (i) Cement ..................................................................................                               Tonnes                          3,40,549                  78.44          3,48,477                88.04
      (ii) Purchased Cement ...........................................................                                              ”                               1,381                   0.42               115                 0.04
                                                                                                                                                                                            78.86                                  88.08

(D) Purchase of Cement

                                                                                                                                     Unit                                         2009                                   2008

                                                                                                                                                                 Quantity                Rs. Crore         Quantity             Rs. Crore
      Cement ............................................................................................                    Lakh Tonnes                                   2.42             93.16                 2.29             87.36

(E) Value of imports calculated on C.I.F. basis
                                                                                                                                                                                                         2009                       2008
                                                                                                                                                                                                     Rs. Crore                  Rs. Crore
      (i)      Raw Material .....................................................................................................................................                                      68.25                       47.20
      (ii)     Components and Spare Parts ....................................................................................................                                                         85.47                       44.29
      (iii)    Coal ........................................................................................................................................................                           89.02                      152.92
      (iv)     Capital Goods ....................................................................................................................................                                     185.55                      125.88
      (v)      Finished Goods .................................................................................................................................                                            -                        7.62
                                                                                                                                                                                                      428.29                      377.91

(F)   Expenditure in foreign currencies (on accrual basis)
                                                                                                                                                                                                         2009                       2008
                                                                                                                                                                                                     Rs. Crore                  Rs. Crore
      (i)     Expenses on foreign contracts ..................................................................................................                                                          26.94                      34.30
      (ii)    Technical Know-how paid (net of taxes) ..............................................................................                                                                      5.67                       2.15
      (iii)   Consultants’ Fees (net of recoveries) ......................................................................................                                                               2.77                       6.07
      (iv)    Training, Seminar Expenses ........................................................................................................                                                        4.06                      15.86
      (v)     Others ...................................................................................................................................................                                 2.73                       2.85
                                                                                                                                                                                                        42.17                      61.23

(G) Value of imported and indigenous raw materials, components and spare parts consumed
      (a) Raw Materials                                                                                                                                                           2009                                   2008
                                                                                                                                                                  Rs. Crore                     %          Rs. Crore                   %
               Imported ...............................................................................                                                               140.23                15.73             78.61                 9.84
               Indigenous ...........................................................................                                                                 751.28                84.27            720.51                90.16
                                                                                                                                                                      891.51               100.00            799.12               100.00

      (b) Components and Spare Parts                                                                                                                                              2009                                   2008
                                                                                                                                                                  Rs. Crore                     %          Rs. Crore                   %
               Imported ...............................................................................                                                                40.40                15.15             11.64                 4.69
               Indigenous ...........................................................................                                                                 226.29                84.85            236.51                95.31
                                                                                                                                                                      266.69               100.00            248.15               100.00


104
(H) Earnings in foreign exchange (on accrual basis)
                                                                                                                                                                             2009                     2008
                                                                                                                                                                          Rs. Crore              Rs. Crore
      Earnings on contract services ..............................................................................................................                           55.36                    70.70
      Export of goods F.O.B. basis ..................................................................................................................                             -                    0.18
      Gain on Exchange .....................................................................................................................................                  0.25                     0.82
                                                                                                                                                                             55.61                    71.70


(I)   Remittances in foreign currencies
                                                                                                                                                                             2009                     2008
      On account of dividend to non-resident shareholders
      (a) Final Dividend
              No. of shareholders ........................................................................................................................                       2                       2
              No. of Equity Shares .......................................................................................................................               18,64,371              19,08,634
              Amount remitted (Rs. Crore) ......................................................................................................                              1.86                     1.91
              Year to which it pertains .............................................................................................................                        2008                     2007

      (b) Interim Dividend                                                                                                                                                   2009                     2008

              No. of shareholders ........................................................................................................................                       1                       2
              No. of Equity Shares .......................................................................................................................                5,41,000              19,03,385
              Amount remitted (Rs. Crore) ......................................................................................................                              0.54                     1.90
              Year to which it pertains .............................................................................................................                        2009                     2008

25    Previous year’s figures have been regrouped / restated wherever necessary to make them comparable with current year’s figures.

As per our report of even date                                                             For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                      }
For S.R. BATLIBOI & ASSOCIATES                                     N. S. SEKHSARIA                                   PAUL HUGENTOBLER                          S. M. PALIA
Chartered Accountants                                              Chairman                                          Deputy Chairman                           NARESH CHANDRA
                                                                                                                                                               M. L. NARULA
per SUDHIR SONI                                                   SUMIT BANERJEE                                     SUNIL K. NAYAK                            R. A. SHAH                 Directors
Partner                                                           Managing Director                                  Chief Financial Officer                   D. K. MEHROTRA
Membership No. 41870                                                                                                                                           SHAILESH HARIBHAKTI
                                                                   BURJOR D. NARIMAN                                                                           KULDIP KAURA
                                                                   Company Secretary
Mumbai, February 04, 2010




                                                                                                                                                                                                       105
                                            ADDITIONAL INFORMATION PURSUANT TO PART IV OF
                                                    SCHEDULE VI TO THE COMPANIES ACT, 1956.

                                               act
                                          Abstrac       ompany’
                                                       Company’s General          Profile
                            Balance Sheet Abstract and Company’s General Business Profile
I.    Registration Details
       egistra
      Registration No.     L26940MH1936PLC002515                               State Code No.    1 1
      Balance Sheet Date     3 1    1 2    2 0 0 9
                             Date Month      Year
              raised           year (Amount        Thousands)
I I. Capital raised during the year (Amount in Rs. Thousands)
     Public Issue                                                              Rights Issue
                     N I L                                                                       N I L
      Bonus Issue                                                              Private Placement
                       N I L                                                                   N I L
      ESOS
                       5 8 5
I I I. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
                     Mobilisation    eploymen
                                         yment    Funds (Amount        Thousands)
       Total Liabilities                                                     Total Assets
        1 0 0 8 4 6 1 0 0                                                     1 0 0 8 4 6 1 0 0
      Sources of Funds
      Sources    Funds
      Paid-up Capital                                                          Share Application Money
            1 8 7 9 4 2 3                                                                       7 5 3
      Reserves & Surplus                                                       Secured Loans
         5 8 2 8 2 0 0 0                                                             5 5 0 0 0 0 0
      Unsecured Loans                                                          Deferred Tax Liabilities
              1 6 9 2 4 0                                                            3 4 9 2 5 0 3
      Application    Funds
      Application of Funds
      Net Fixed Assets                                                         Investments
         6 3 1 4 4 9 8 7                                                          1 4 7 5 6 4 3 2
      Net Current Assets                                                       Misc. Expenditure
       ( 8 5 7 7 5 0 0 )                                                                       N I L
      Accumulated Losses
                     N I L
IV. Performance of Company (Amount in Rs. Thousands)
IV. erf             ompany
                   Compan (Amount         Thousands)
    Revenue                                                                    Expenditure
       8 2 6 8 3 0 9 3                                                            5 9 7 3 9 1 9 7
   Profit / (Loss) before Tax                                                  Profit / (Loss) after Tax
 +    2 2 9 4 3 8 9 6                                                      +      1 6 0 6 7 2 9 6
      Earning per share (in Rs.)                                               Dividend rate %
                  8 5 . 6 0                                                                      2 3 0
V. Generic Name of Principal Product of the Company (As Per Monetary Terms)
                               oduct
                             Produc          ompany
                                            Compan (A        onetary erms)
   Item Code No. (ITC Code)
           2 5 2 3 0 0                                                               C E M E N T


106
STATEMENT REGARDING SUBSIDIARY COMPANI ES
           EGARDING SUBSIDIARY COMPAN
          REGARDI      BSIDIAR       ANI
PURSUANT    SECTION                 ANI ACT
                                COMPAN      CT,
PURSUANT TO SECTION 212 OF TH E COMPANI ES ACT, 1956

                                         ACC Mineral            Bulk Cement           Lucky Minmat           ACC Concrete         National Limestone
                                         Resources Limited      Corporation (India)   Limited                Limited              Co. Pvt. Limited*
                                                                Limited

 (A) The “Financial Year” of the
     Subsidiary Companies                December 31, 2009      December 31, 2009     December 31, 2009      December 31, 2009    December 31, 2009
 (B) Shares of the Subsidiary held
     by ACC Limited on the
     above dates :
     (a) Number and face value           4,95,000 Shares of     3,18,42,050 Shares of 3,25,000 Shares of     10,00,00,000 Equity 8,650 Shares of
                                         Rs. 100/- each fully   Rs. 10/- each fully   Rs. 100/- each fully   Shares of Rs. 10/-  Rs. 100/- each fully
                                         paid up                paid up               paid up                each fully paid up  paid up
                                                                                                             and 10,00,00,000
                                                                                                             1% Cumulative
                                                                                                             Redeemable
                                                                                                             Preference Shares
                                                                                                             of Rs. 10/- each
                                                                                                             fully paid up
    (b) Extent of holding                       100%                  94.65%                100%                   100%                 100%

 (C) The net aggregate of Profits /
     (Losses) of the Subsidiary
     Companies so far as it concerns
     the members of the
     ACC Limited -
     (a) Not dealt with in the
         accounts of ACC Limited for
         the year ended
         December 31, 2009
         amounted to -
         (i) for the Subsidiaries
              financial year ended as
              in (A) above (Rs. Lakhs)           1.61                (107.58)                (15.65)             (4,690.12)              (5.99)
         (ii) for the previous
              financial years of the
              Subsidiaries since they
              became the Holding
              Company’s subsidiaries
              (Rs. Lakhs)                        4.10                 802.31                 (21.27)             (9,681.23)                      -
     (b) Dealt with in the accounts
         of ACC Limited for the year
         ended December 31, 2009
         amounted to –
         (i) for the Subsidiaries
              financial year ended as
              in (A) above                           -                       -                     -                        -                    -
         (ii) for the previous
              financial years of the
              Subsidiaries since they
              became the Holding
              Company’s subsidiaries                 -                       -                     -                        -                    -

*National Limestone Co. Pvt. Limited became a subsidiary of the Company on April 20, 2009

                                                         For and on behalf of the Board of ACC Limited,




                                                                                                                                 }
                                          N. S. SEKHSARIA                PAUL HUGENTOBLER              S. M. PALIA
                                          Chairman                       Deputy Chairman               NARESH CHANDRA
                                                                                                       M. L. NARULA
                                          SUMIT BANERJEE                 SUNIL K. NAYAK                D. K. MEHROTRA                Directors
                                          Managing Director              Chief Financial Officer       R. A. SHAH
                                                                                                       SHAILESH HARIBHAKTI
                                          BURJOR D. NARIMAN                                            KULDIP KAURA
                                          Company Secretary
Mumbai, February 04, 2010

                                                                                                                                                     107
                                                                                                                     CONSOLIDATED GROUP OPERATING RESULTS
                                                                                                                    AND NET WORTH - EXPLANATORY STATEMENT
CONSOLI DATED GROUP OPERATI NG RESULTS FOR TH E YEAR ENDED DECEMBER 31, 2009
CONSOLID        OUP
              GROU OPERA       RESUL                          EMBER
                                                     ENDED DECEMB
                                                                                                                                                                   2009        2008
                                                                                                                                                   Rs. Crore   Rs. Crore   Rs. Crore
ACC’s Net Profit                                                                                                                                               1,606.73    1,212.79
Add: Pro-rate share of profits / losses of Subsidiaries -
           ACC Machinery Co. Limited ...................................................................................................                   -                   2.10
           Bulk Cement Corporation (India) Limited .......................................................................                            (1.08)                  (0.53)
           ACC Concrete Limited ..............................................................................................................      (46.90)                 (96.80)
           ACC Mineral Resources Limited ...........................................................................................                   0.02                    0.03
           Lucky Minmat Limited ............................................................................................................          (0.16)                  (0.22)
           National Limestone Co. Pvt. Limited .................................................................................                      (0.06)                       -
                                                                                                                                                                (48.17)     (95.42)
Add: Pro-rata share of profit of Associate .................................................................................                                       3.16        2.39
Add: Loss on sale of Ready Mixed Concrete Business ..........................................................                                                          -       0.24
Less: Minority interest of Subsidiary (BCCI) ..............................................................................                                       (0.06)      (0.03)
Less: Profit on sale of Subsidiary Company ..............................................................................                                              -       6.60
Less: Amortisation of Goodwill on acquisition of Subsidiary and
      Investment in Associate .........................................................................................................                            6.53        4.95
Less: Unrealised profit on purchase of Fixed Assets .............................................................                                                 (9.68)       0.21
Less: Dividend received from Subsidiary / Associate ............................................................                                                   1.02        8.62

ACC Group’s Net Profit .........................................................................................................................               1,563.91    1,099.65



CONSOLI DATED GROUP NET WORTH AS AT DECEMBER 31, 2009
CONSOLID        OUP
              GROU      WORT           EMBER
                                    DECEMB
                                                                                                                                                                   2009        2008
                                                                                                                                                   Rs. Crore   Rs. Crore   Rs. Crore
ACC’s Net Worth                                                                                                                                                6,016.22    4,927.73
Add: Net Worth as per Balance Sheet of Subsidiary Companies -
           Bulk Cement Corporation (India) Limited .......................................................................                            43.57                   44.65
           ACC Concrete Limited ..............................................................................................................        55.68                    2.30
           ACC Mineral Resources Limited ...........................................................................................                   4.88                    0.09
           Lucky Minmat Limited ............................................................................................................           2.72                    2.88
           National Limestone Co. Pvt. Limited .................................................................................                       0.07                        -

                                                                                                                                                    106.92                    49.92
Less: Pro-rata share of Minority Shareholders interest in the Net Worth of
      Subsidiary Companies .............................................................................................................               2.40                    2.45
Less: ACC’s share in pre-acquisition Net Worth of Subsidiary Companies ..................                                                           242.60                  137.59

                                                                                                                                                               (138.08)     (90.12)
Less: Amortisation of Goodwill in Subsidiary Companies ..................................................                                                          9.81        4.90
Less: Unrealised profit on purchase of Fixed Assets .............................................................                                                      -       9.68
Add: Increase in Net Worth of Alcon Cement Company Pvt. Ltd ....................................                                                                   0.68        0.16
Less: Other adjustments (Net) ........................................................................................................                             0.03        0.07
ACC Group’s Net Worth ........................................................................................................................                 5,868.97    4,823.12




108
AUDITOR’S REPORT TO THE BOARD OF DIRECTORS ON THE
CONSOLIDATED FINANCIAL STATEMENTS OF ACC LIMITED
1.   We have audited the attached Consolidated Balance Sheet of ACC Limited and its subsidiaries (the ACC Group), as at December 31,
     2009 and also the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date
     annexed thereto. These financial statements are the responsibility of the ACC Limited’s management and have been prepared by the
     management on the basis of separate financial statements and other financial information regarding components. Our responsibility
     is to express an opinion on these financial statements based on our audit.

2.   We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
     and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
     audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
     includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
     financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.   We did not audit the financial statements of subsidiaries, whose financial statements reflect total assets (net) of Rs. 181.41 Crore as at
     December 31, 2009, the total revenue of Rs. 529.11 Crore and cash flows (net) amounting to Rs. 0.77 Crore and of an associate which
     reflect the Group’s share of profit of Rs. 3.16 Crore, for the year then ended. These financial statements and other financial information
     have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other
     auditors.

4.   We report that the Consolidated Financial Statements have been prepared by the ACC Limited’s management in accordance with the
     requirements of Accounting Standards (AS) 21, Consolidated Financial Statements and Accounting Standards (AS) 23, Accounting for
     Investments in Associates in Consolidated Financial Statements notified pursuant to the Companies (Accounting Standards) Rules,
     2006 (as amended).

5.   Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial
     information of the components, and to the best of our information and according to the explanations given to us, we are of the
     opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles
     generally accepted in India:

     (a) in the case of the Consolidated Balance Sheet, of the state of affairs of the ACC Group as at December 31, 2009;

     (b) in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and

     (c)   in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.



For S.R. BATLIBOI & ASSOCIATES
Chartered Accountants


per Sudhir Soni
Partner
Membership No. 41870

Place: Mumbai
Date: February 4, 2010




                                                                                                                                          109
                                                                                                                                                      CONSOLIDATED BALANCE SHEET
                                                                                                                                                          AS AT DECEMBER 31, 2009

                                                                                                                                                                          2009                    2008
                                                                                                                                          Schedules      Rs. Crore    Rs. Crore               Rs. Crore
SOUR            FU
SOURC ES OF FU N DS:
Shareholders’ Funds:
Shareholders’ Funds:
Share Capital ......................................................................................................................         1             187.94                                   187.88
Share Application Money, pending allotment .....................................................                                                             0.08                                        -
Reserves and Surplus ......................................................................................................                  2           5,681.92                                 4,636.37
                                                                                                                                                                      5,869.94                    4,824.25
Minority Interest ..............................................................................................................                                          2.40                        2.45
     Funds:
Loan Funds:
Secured Loans ....................................................................................................................           3             550.00                                  450.00
Unsecured Loans ..............................................................................................................               4              16.92                                   32.03
                                                                                                                                                                        566.92                     482.03
Deferred Tax Liabilities (Net) ...................................................................................
    erred
Deferr                                                                                                                                                                  354.63                     342.08
{Refer Note -12(b)}
TOTAL FU N DS ...................................................................................................................
      FU                                                                                                                                                              6,793.89                5,650.81
APPLICATION OF FU N DS:
APPLICA                 FU
 ixed
Fixed Assets:                                                                                                                                5
Gross Block .........................................................................................................................                    7,165.02                                 6,113.99
Less: Accumulated Depreciation and Amortisation ..........................................                                                               2,786.59                                 2,453.60
Net Block .............................................................................................................................                  4,378.43                                 3,660.39
Capital Work-in-Progress (including Capital Advances) ...................................                                                                2,157.47                                 1,611.40
                                                                                                                                                                      6,535.90                    5,271.79
Investments ......................................................................................................................
Investments                                                                                                                                  6                        1,192.11                     516.88

Current Assets, Loans and Advances:
    ent
Curren Assets, Loans                          Advances:
Inventories ..........................................................................................................................        7            786.09                                  799.34
Sundry Debtors .................................................................................................................             8             273.92                                  357.85
Cash and Bank Balances ...............................................................................................                        9            754.42                                  991.48
Other Current Assets ......................................................................................................                  10             12.30                                   21.99
Loans and Advances .......................................................................................................                   11            503.44                                  556.54
                                                                                                                                                         2,330.17                                 2,727.20
Less : Current Liabilities and Provisions:
           ent
       Curren                  Pro
Current Liabilities .............................................................................................................            12          2,172.38                                 1,900.68
Provisions ............................................................................................................................      13          1,092.88                                   965.51
                                                                                                                                                         3,265.26                                 2,866.19
     Curren
         ent
Net Current Assets ........................................................................................................                                           (935.09)                    (138.99)
                Expenditur
                 xpenditure
Miscellaneous Expenditure ......................................................................................                             14                           0.97                        1.13
(To the extent not written off or adjusted)
TOTAL ASSETS (Net) ......................................................................................................
       SSETS
      ASSET                                                                                                                                                           6,793.89                5,650.81
         Accoun
            ounts
Notes to Accounts .........................................................................................................                  19
The schedules referred to above and notes to accounts form an integral part of the Consolidated Balance Sheet.
As per our report of even date                       For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                  }
For S.R. BATLIBOI & ASSOCIATES                                           N. S. SEKHSARIA                                       PAUL HUGENTOBLER            S. M. PALIA
Chartered Accountants                                                    Chairman                                              Deputy Chairman             NARESH CHANDRA
                                                                                                                                                           M. L. NARULA
per SUDHIR SONI                                                          SUMIT BANERJEE                                        SUNIL K. NAYAK              D. K. MEHROTRA             Directors
Partner                                                                  Managing Director                                     Chief Financial Officer     R. A. SHAH
Membership No. 41870                                                                                                                                       SHAILESH HARIBHAKTI
                                                                         BURJOR D. NARIMAN                                                                 KULDIP KAURA
                                                                         Company Secretary
Mumbai, February 04, 2010

110
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE
YEAR ENDED DECEMBER 31, 2009
                                                                                                                                                                             2009                    2008
                                                                                                                                             Schedules      Rs. Crore    Rs. Crore               Rs. Crore
  NCO
I NCOME:
Sale of Products and Services (Gross) ....................................................................                                                  9,171.96                             8,633.66
Less - Excise Duty ............................................................................................................                               692.41                               939.72
Sale of Products and Services (Net) (Refer Note - 16) ....................................                                                                               8,479.55                7,693.94

Other Income ....................................................................................................................               15                        242.70                   277.95
Share of Earnings of Associate ..................................................................................                                                           3.16                     2.39
                                                                                                                                                                        8,725.41                 7,974.28
EXPEN DITU R E:
       DITU
 XPENDIT
Manufacturing and Other Expenses ......................................................................                                         16          6,017.28                             6,031.53
Depreciation and Amortisation ................................................................................                                  5             373.13                               320.53
Interest .................................................................................................................................      17             84.36                                39.98
                                                                                                                                                                        6,474.77                 6,392.04
                                                                                                                                                                        2,250.64                 1,582.24
Minority Interest ..............................................................................................................                                            0.06                     0.03
Profit before Taxation and Exceptional items ..............................................
          ore
Profit befor axa                          Ex                                                                                                                            2,250.70                 1,582.27
Exceptional Items ............................................................................................................                  18                             -                    42.55
Profit befor
          ore
Profit before Tax ............................................................................................................                                          2,250.70                 1,624.82
Provision for Tax
Pro       for
Current Tax .........................................................................................................................                       (673.32)                              (511.68)
Deferred Tax {Refer Note -12(b)} ..............................................................................                                              (12.55)                                (3.71)
Fringe Benefit Tax ...........................................................................................................                                (0.92)                                (9.78)
                                                                                                                                                                         (686.79)                 (525.17)
Profit after Tax ................................................................................................................
Profit after                                                                                                                                                            1,563.91                 1,099.65
Balance brought forward from Previous Year ....................................................                                                                         2,357.25                 2,057.37
Profit available for appropriation ........................................................................
Profit av         for appropria   opriation                                                                                                                             3,921.16                 3,157.02
Appropriations:
      opriations:
Appropria
Interim Dividend ..............................................................................................................                              187.70                                187.65
Proposed Dividend ..........................................................................................................                                 244.06                                187.68
Dividend Distribution Tax ............................................................................................                                        73.38                                 63.79
General Reserve ...............................................................................................................                              350.00                                350.00
Debenture Redemption Reserve ...............................................................................                                                  25.00                                 10.00
Previous Year Dividend .................................................................................................                                          -                                  0.02
Amortisation Reserve ....................................................................................................                                      0.65                                  0.63
                                                                                                                                                                          880.79                   799.77
Balance carried to Balance Sheet ........................................................................                                                               3,040.37                 2,357.25
Earnings per Share (Refer Note - 6)
Basic Earnings per Share ..............................................................................................                                      Rupees         83.32                    58.60
Diluted Earnings per Share .........................................................................................                                         Rupees         83.14                    58.51
Face value per Share ......................................................................................................                                  Rupees         10.00                    10.00
Notes to Accounts ...........................................................................................................                   19

The schedules referred to above and notes to accounts form an integral part of the Consolidated Profit and Loss Account.
As per our report of even date                       For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                     }
For S.R. BATLIBOI & ASSOCIATES                                             N. S. SEKHSARIA                                        PAUL HUGENTOBLER            S. M. PALIA
Chartered Accountants                                                      Chairman                                               Deputy Chairman             NARESH CHANDRA
                                                                                                                                                              M. L. NARULA
per SUDHIR SONI                                                            SUMIT BANERJEE                                         SUNIL K. NAYAK              D. K. MEHROTRA             Directors
Partner                                                                    Managing Director                                      Chief Financial Officer     R. A. SHAH
Membership No. 41870                                                                                                                                          SHAILESH HARIBHAKTI
                                                                           BURJOR D. NARIMAN                                                                  KULDIP KAURA
                                                                           Company Secretary
Mumbai, February 04, 2010


                                                                                                                                                                                                      111
                                                                                                                  CONSOLIDATED CASH FLOW STATEMENT FOR THE
                                                                                                                              YEAR ENDED DECEMBER 31, 2009
                                                                                                                                                                                                2009                       2008
                                                                                                                                                                                            Rs. Crore                   Rs. Crore
A.    Cash flow from operating activities
      1    Net Profit before Tax and Exceptional Items .....................................................................................                                                2,250.70                    1,582.27
      Adjustments for:
      2    Depreciation .....................................................................................................................................................                 373.13                      320.53
      3    (Profit) / Loss on sale / Discarding of Fixed Assets - (Net) ..........................................................                                                               4.30                      19.31
      4    Interest and Dividend Income ..................................................................................................................                                    (75.90)                   (109.59)
      5    Interest Expense .............................................................................................................................................                       84.36                      39.98
      6    Miscellaneous expenditure written off ...............................................................................................                                                 1.92                        1.53
      7    Profit on Sale / Write off of Investment ..............................................................................................                                             (1.40)                        0.11
      8    Provision for Mines Restoration ...............................................................................................................                                       3.72                        1.41
      9    Provision for Retirement Benefits ...........................................................................................................                                      (55.79)                      33.15
      10 Provision for Doubtful Debts and Advances (Net of adjustment) ...........................................                                                                              34.64                        4.22
      11 Consumption of Machinery spares ........................................................................................................                                               14.01                        4.87
      12 Share in Minority interest ..........................................................................................................................                                 (0.06)                      (0.03)
      13 Share of earnings from Associates .........................................................................................................                                           (3.16)                      (2.39)
      14 Wealth Tax provision ....................................................................................................................................                               1.27                        0.79
      Operating profit before working capital changes .....................................................................................                                                 2,631.74                    1,896.16
      Adjustments for:
      15 Trade and other receivables ......................................................................................................................                                    20.74                    (137.04)
      16 Inventories .........................................................................................................................................................                 13.25                     (86.07)
      17 Assets held for disposal ..............................................................................................................................                                0.53                        2.62
      18 Trade and other payables ...........................................................................................................................                                 202.16                      351.57
      Cash generated from operations .......................................................................................................................                                2,868.42                    2,027.24
      19 Direct Taxes Paid - (Net) ..............................................................................................................................                           (494.16)                    (319.31)
          Cash      from opera     activities
      Net Cash flow from operating activities ...................................................................................................                                           2,374.26                1,707.93
B.    Cash flow from investing activities
      20 Purchase of Fixed Assets .............................................................................................................................                            (1,560.74)               (1,577.16)
      21 Sale of Fixed Assets .......................................................................................................................................                           13.46                    17.79
      22 Purchase of Investments {includes Rs. 16.24 Crore towards investment in equity of a
          subsidiary Company (Previous Year - Rs. 7.31 Crore)} ...................................................................                                                         (4,737.78)               (3,897.75)
      23 Sale of Investments {includes Rs. Nil towards sale of investment in subsidiary
          Company (Previous Year - Rs. 41.85 Crore)} .......................................................................................                                                4,043.50                    4,193.78
          (Total consideration is in cash and cash equivalents)
      24 Interest and Dividend Received ...............................................................................................................                                        84.82                     103.84
                        inv         activities
      Net cash used in investing activities ..........................................................................................................                                     (2,156.74)              (1,159.50)
C.    Cash flow from financing activities
      25 Interest paid {includes amount capitalised Rs. 26.38 Crore
          (Previous Year - Rs. 1.36 Crore)} ................................................................................................................                                 (105.49)                    (40.31)
      26 Proceeds from issue of Share Capital ...................................................................................................                                                1.90                        1.39
      27 Short term Borrowings - (Net) .................................................................................................................                                            -                    (16.03)
      28 Proceeds from Long term Borrowings ..................................................................................................                                                 300.00                     200.93
      29 Repayment of Long term Borrowings ...................................................................................................                                               (215.11)                      (8.35)
      30 Dividend paid (including dividend distribution tax) ......................................................................                                                          (435.93)                   (435.14)
                                 activities
      Net cash used in financing activities .........................................................................................................                                       (454.63)                    (297.51)
      Net increase/(decrease) in cash and cash equivalents ............................................................................                                                      (237.11)                    250.92
      Cash and cash equivalents            Opening Balance .......................................................................................    991.48 746.41
                                           Transfer on divestment of Subsidiary ..............................................                             -  (5.85)
                                           Taken over on acquisition of Subsidiary .........................................                            0.05       -
                                           Closing Balance .......................................................................................... 754.42 991.48
Notes : 1        All figures in brackets are outflow.
        2        Closing cash and cash equivalents includes amounts earmarked for specific purposes Rs. 25.23 Crore (Previous Year - Rs. 21.98 Crore).
        3        Cash and cash equivalents are Cash and Bank Balances as per Balance Sheet.
        4        Direct Taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.
        5        Previous year’s figures have been regrouped / restated wherever necessary.
As per our report of even date                                                                     For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                                        }
For S.R. BATLIBOI & ASSOCIATES                                          N. S. SEKHSARIA                                        PAUL HUGENTOBLER                                  S. M. PALIA
Chartered Accountants                                                   Chairman                                               Deputy Chairman                                   NARESH CHANDRA
                                                                                                                                                                                 M. L. NARULA
per SUDHIR SONI                                                         SUMIT BANERJEE                                         SUNIL K. NAYAK                                    D. K. MEHROTRA             Directors
Partner                                                                 Managing Director                                      Chief Financial Officer                           R. A. SHAH
Membership No. 41870                                                                                                                                                             SHAILESH HARIBHAKTI
                                                                        BURJOR D. NARIMAN                                                                                        KULDIP KAURA
                                                                        Company Secretary
Mumbai, February 04, 2010

112
SCHEDULES FORMING PART OF THE
CONSOLIDATED BALANCE SHEET
SCH EDU LE - 1, SHARE CAPITAL
SCHEDULE               APITAL
                SHARE CAPIT                                                                                                                                                   2009        2008
                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore
AUTHORISED -
   HORISED
22,50,00,000 Equity Shares of Rs. 10 each ....................................................................................                                 225.00                  225.00
10,00,00,000 Preference Shares of Rs. 10 each ...........................................................................                                      100.00                  100.00
                                                                                                                                                                           325.00      325.00
ISSUED -
ISSUED
18,87,88,179 (Previous Year - 18,87,29,706) Equity Shares of Rs. 10 each ......................                                                                            188.78      188.72

SUBSCR I B ED -
  BSCR
SUBSC
18,77,40,292 (Previous Year - 18,76,81,819) Equity Shares of Rs. 10 each fully paid                                                                            187.74                  187.68
Add : 3,84,060 (Previous Year - 3,84,060) Equity Shares of Rs. 10 each
Forfeited - Amount paid .........................................................................................................................                 0.20                    0.20
                                                                                                                                                                           187.94      187.88
                                                                                                                                           TOTAL ...                        187.94     187.88
Notes :
Out of the above
60,72,640 (Previous Year - 60,72,640) Equity Shares of Rs. 10 each, fully paid issued for consideration other than cash pursuant to contracts.
9,19,52,080 (Previous Year - 9,19,52,080) Equity Shares of Rs. 10 each, fully paid issued by way of Bonus Shares by utilisation of Securities
Premium and Reserves.
Options in force as of December 31, 2009 under the Employees Stock Option Schemes - 4,054 Shares - (Previous Year - 81,654 Shares)
ESOS 2001 - Vested Options exercisable @ Rs. 127/- per share till October 30, 2010 - 4,054 Shares - (Previous Year - 7,567 Shares)
ESOS 2004 - Vested Options exercisable @ Rs. 314/- per share till December 15, 2009 - Nil - (Previous Year - 74,087 Shares)



SCH EDULE - 2, RESERVES AND SU R PLUS
SCH EDULE       ESERVES AND SURPLUS
               RESER                                                                                                                                                          2009        2008
                                                                                                                                                              Rs. Crore   Rs. Crore   Rs. Crore
Capital Reserve ...........................................................................................................................................       15.07                   15.07
Less:Provision for Capital subsidy receivable {Refer Note - 13B(c)} ...................................                                                           15.00                       -
                                                                                                                                                                              0.07       15.07
Securities Premium ..................................................................................................................................          842.93                  841.50
Add:Received during the year .............................................................................................................                       1.76                    1.43
                                                                                                                                                                           844.69      842.93
General Reserve .........................................................................................................................................     1,404.61                1,054.61
Add:Amount transferred from Profit and Loss Account .........................................................                                                   350.00                  350.00
Add:Additions / Adjustment during the year ..............................................................................                                         0.02                       -
                                                                                                                                                                          1,754.63    1,404.61
Debenture Redemption Reserve .........................................................................................................                           10.00                       -
Add:Amount transferred from Profit and Loss Account .........................................................                                                    25.00                   10.00
                                                                                                                                                                             35.00       10.00
Amortisation Reserve ..............................................................................................................................               6.49                    5.86
Add:Amount transferred from Profit and Loss Account .........................................................                                                     0.65                    0.63
                                                                                                                                                                              7.14        6.49
Employees Stock Option Outstanding .............................................................................................                                              0.02        0.02
Profit and Loss Account ..........................................................................................................................                        3,040.37    2,357.25
                                                                                                                                            TOTAL ...                     5,681.92    4,636.37




                                                                                                                                                                                          113
                                                                                                                                                     SCHEDULES FORMING PART OF THE
                                                                                                                                                       CONSOLIDATED BALANCE SHEET

SCH EDULE - 3, SECUR ED LOANS
SCHEDULE       SECUR    LO                                                                                                                                            2009        2008
                                                                                                                                                                  Rs. Crore   Rs. Crore
PRIVATELY PLACED NON - CONVERTIBLE DEBENTURES
*Secured by a charge on all movable and immovable assets under the
 Debenture Trust Deed

(a) 11.30% Non - Convertible Debentures redeemable at par on
    December 09, 2013 .........................................................................................................................                    200.00      200.00

(b) 8.45% Non-Convertible Debentures redeemable at par on
    October 07, 2014 .............................................................................................................................                 300.00             -


Term Loans from Banks ..........................................................................................................................                     50.00     250.00
*Secured by a Mortgage on certain immovable Properties and hypothecation
of all movable assets except book debts.
                                                                                                                                         TOTAL ...                 550.00      450.00


* The mortgage / charges indicated in above rank pari-passu inter-se and are subject to the prior charges in favour of the Company’s
Bankers on specific movable assets for securing working capital requirements / guarantee facilities.




SCH EDULE - 4, UNSECUR ED LOANS
SCHEDULE        NSECUR
               UNSECU     LO                                                                                                                                          2009        2008
                                                                                                                                                                  Rs. Crore   Rs. Crore

Long Term Loans

Financial Institution .................................................................................................................................                   -      12.09
{Paid during the year to Karnataka Road Development Corporation Limited (KRDC)
in respect of Company’s share of loan availed by KRDC from HUDCO}

Deferred payment Liability - IDCOL ..................................................................................................                                 9.74       11.36
(Refer Note -17)

Deferred Sales Tax Loans .......................................................................................................................                      7.18        8.58
                                                                                                                                         TOTAL ...                   16.92       32.03




114
SCHEDULES FORMING PART OF THE
CONSOLIDATED BALANCE SHEET
SCH EDULE - 5, FIXED ASSETS
SCH EDULE             SSETS
                     ASSET
                                                                                                                                                                    Rs. Crore
                                                               GROSS BLOCK AT COST                                                 TOTAL                     NET BLOCK
       FIXED ASSETS                                                                                                            DEPRECIATION/
                                                                                                                               AMORTISATION
                                                  As at Additions on Additions/ Deductions/ Deductions on        As at     For the     Upto       As at      As at
                                            31-12-2008 Acquisition of Adjustments Adjustments cessation of 31-12-2009 year ended 31-12-2009 31-12-2009 31-12-2008
                                                          Subsidiary                            Subsidiary             31-12-2009
                      (a)                           (b)            (c)          (d)           (e)            (f)         (g)         (h)           (i)        (j)         (k)
     Tangible Assets :
 1. Freehold Land                               100.55            0.04       48.21          0.03               -     148.77            -            -     148.77      100.55
 2. Leasehold Land                                49.06              -        9.33          0.07               -      58.32         6.63        24.34      33.98       23.44
 3. Buildings                                   592.15           0.08       172.90          1.31               -     763.82        26.18       146.34     617.48      487.61
 4. Machinery, Plant and Kilns                 4,031.39           0.02      633.52         46.86               -   4,618.07       250.13   1,997.59      2,620.48    2,248.81
 5. Roads, Bridges and Fences                    107.91              -       15.17          0.02               -     123.06         6.58        35.45      87.61       79.05
 6. Water Works                                   27.16              -        2.09          0.13               -      29.12         1.43        23.23        5.89        5.23
 7. Railway Sidings                               58.14              -       11.74              -              -      69.88         2.54        29.12      40.76       31.56
 8. Rolling Stock                                 93.43              -       40.60          0.19               -     133.84         3.61        63.56      70.28       33.30
 9. Furniture, Fixtures and Equipments            99.47              -       15.23          3.70               -     111.00         5.70        31.42      79.58       71.83
 10. Motor Cars, Trucks, etc.                     27.06              -        1.96          1.50               -      27.52         4.33         7.78      19.74       22.42
 11. Electrical Installations                    838.40              -      123.04         11.16               -     950.28        42.99       372.49     577.79      499.58
     Sub Total                                 6,024.72           0.14    1,073.79         64.97               -   7,033.68       350.12   2,731.32      4,302.36    3,603.38
     Intangible Assets :
     Intangible
 12. Computer Software                            50.97              -        6.92              -              -      57.89        18.10        45.46      12.43       23.61
 13. Goodwill                                     38.30              -       16.13              -              -      54.43         4.91         9.81      44.62       33.40
 14. Mining Rights                                    -              -       19.02              -              -      19.02            -            -      19.02            -
     Sub Total                                    89.27              -       42.07              -              -     131.34        23.01        55.27      76.07       57.01
     TOTAL                                     6,113.99          0.14     1,115.86         64.97               -   7,165.02       373.13   2,786.59      4,378.43    3,660.39
     Previous Year                             5,592.34              -      618.45         75.48          21.32    6,113.99       320.53   2,453.60      3,660.39
 15. Capital Work-in-Progress                                                                                                                            2,157.47    1,611.40
     {including Capital advances
     Rs. 202.14 Crore
     (Previous Year - Rs. 360.36 Crore)}


Notes:- (i)      Cost of Shares Rs. 6,710 (Previous Year - Rs. 6,710) in various Co-operative Housing Societies, in respect of 20 residential flats (Previous Year - 20) are
                 included under Item No. 3 ‘Buildings’.
         (ii)    Rolling stock includes assets given on lease to Railways under “Own Your Wagons” Scheme, Gross Block Rs. 28.48 Crore (Previous Year - Rs. 28.48 Crore)
                 and accumulated depreciation Rs. 28.48 Crore (Previous Year - Rs. 28.48 Crore).
         (iii) Machinery Plant & Kilns, Roads Bridges & Fences and Electrical Installations include Gross Block of Rs. 1.48 Crore (Previous Year - Rs. 1.48 Crore),
               Rs. 26.17 Crore (Previous Year - Rs. 24.50 Crore), Rs. 11.20 Crore (Previous Year - Rs. 11.20 Crore) and Net Block Rs. 0.59 Crore (Previous Year - Rs. 0.89
               Crore), Rs. 8.99 Crore (Previous Year - Rs. 12.44 Crore), Rs. Nil (Previous Year - Rs. Nil) respectively, in respect of expenditure incurred on capital assets,
               ownership of which does not vest in the Company.
         (iv)    Goodwill comprises of investment in Subsidiaries.




                                                                                                                                                                         115
                                                                                                                                              SCHEDULES FORMING PART OF THE
                                                                                                                                                CONSOLIDATED BALANCE SHEET

SCH EDULE - 6, INVESTMENTS - (At Cost unless otherwise stated)
SCHEDULE        NVEST
               INVES MENTS                                                                                                                  Face Value                                2009        2008
                                                                                                                                               Rs.        Numbers      Rs. Crore   Rs. Crore   Rs. Crore
TRADE INVESTMENTS
        Equity Shares - Fully Paid (Quoted):-
        Shiva Cement Limited ............................................................................................                       2        2,15,00,000                  23.65       23.65

ASSOCIATE COMPANY
        Equity Shares - Fully Paid (Unquoted):-
        Alcon Cement Company Pvt. Ltd. ......................................................................                                  10          4,08,001                   22.94       22.41
        {includes unamortised Goodwill of Rs. 13.33 Crore
        (Previous Year - Rs. 14.95 Crore)}

OTHER INVESTMENTS
(a) GOVERNMENT AND TRUSTEE SECURITIES
        (i)     Quoted * .............................................................................................................           -                             -                       -
        (ii) Unquoted **
                5.13% Himachal Pradesh Infrastructure Development Board Bonds                                                            10,00,000               37        3.71                    3.71
                {** includes Securities of the face value of Rs. 0.01 Crore
                (Previous Year - Rs. 0.01 Crore) - deposited with Governments
                and others as Security Deposits}

(b) Equity Shares - Fully Paid (Quoted):-
    #    The India Cements Ltd. ................................................................................                               10               784            -                       -
    #    Dalmia Cement (Bharat) Ltd. ....................................................................                                       2             1,865            -                       -
    #    Mysore Cement Ltd. ......................................................................................                             10               350            -                       -
    #    The Andhra Cement Company Ltd. ........................................................                                               10                52            -                       -
    #    HDFC Bank Ltd. ................................................................................................                       10               500            -                       -
    #    Shree Digvijay Cement Company Ltd. ...................................................                                                10               180            -                       -
    #    Panyam Cements & Mineral Industries Ltd. ......................................                                                       10                50            -                       -
    #    OCL India Limited ...........................................................................................                          2               240            -                       -

(c)     Equity Shares - Fully Paid (Unquoted):-
        *    Kanoria Sugar & General Mfg. Company Ltd. ...................................                                                     10                 4            -                       -
        *    Bio - Tech Consortium India Ltd. .............................................................                                    10            50,000            -                       -
        *    Gujarat Composites Ltd. ..............................................................................                            10                60            -                       -
        *    Rohtas Industries Ltd. ...................................................................................                        10               220            -                       -
        *    The Jaipur Udyog Ltd. ...................................................................................                         10               120            -                       -
        *    The Sone Valley Portland Cement Company Ltd. .............................                                                         5               100            -                       -
        *    The Travancore Cement Company Ltd. .................................................                                              10               100            -                       -
        *    Ashoka Cement Ltd. ......................................................................................                         10                50            -                       -
        *    Digvijay Finlease Ltd. ....................................................................................                       10                90            -                       -
        #    Landmark property Development ...........................................................                                          2               720            -                       -
        #    OCL Iron and Steel Ltd. ................................................................................                           2               720            -                       -

(d) Investment in Mutual Funds (Unquoted):-
        Prudential ICICI Super Institutional Plan - Daily Dividend ....................                                                        10    7,069,405.848             -                   7.07
        DWS Insta Cash - Super Institutional - Daily Dividend ..........................                                                       10    8,065,979.640             -                   8.08
        Birla Sunlife Short Term Fund - Institutional - Daily Dividend ............                                                            10    7,065,714.341             -                   7.07
        DWS Insta Cash - Institutional - Daily Dividend ........................................                                               10 10,063,210.843               -                  10.08
        Prudential ICICI Super Institutional plan - Daily Dividend ....................                                                        10 20,169,248.949               -                  20.17


116
SCHEDULES FORMING PART OF THE
CONSOLIDATED BALANCE SHEET
SCH EDULE - 6, INVESTMENTS - (Contd.)
SCH EDULE       NVEST
               INVES MENTS                                                                                               Face Value                             2009      2008
                                                                                                                            Rs.         Numbers     Rs. Crore          Rs. Crore
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                                     10 10,040,726.106               -             10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                                          1,000         90,468.965           -             10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                                          1,000         90,468.965           -             10.08
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                                          1,000         90,450.427           -             10.08
    Birla Sunlife Short Term Fund - Institutional - Daily Dividend ............                                             10    6,047,232.506             -              6.05
    DWS Insta Cash plus Fund - Institutional Plan - Daily Dividend ........                                                 10 10,069,097.794               -             10.09
    Tata Liquid Super high Investment Fund - Daily Dividend ...................                                          1,000         90,325.462           -             10.07
    Reliance Liquidity Fund - Daily Dividend .......................................................                        10 11,076,022.874               -             11.08
    Birla Sunlife Short Term Fund - Institutional - Daily Dividend ............                                             10 13,081,420.956               -             13.09
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                                     10    7,009,988.303             -              7.04
    Prudential ICICI Super Institutional Plan - Daily Dividend ....................                                         10 10,055,155.795               -             10.06
    ING Liquid Fund Super Institutional plan - Daily Dividend ..................                                            10 10,061,498.304               -             10.06
    ING Liquid Fund Super Institutional plan - Daily Dividend ..................                                            10    5,026,759.795             -              5.03
    Reliance Medium Term Fund - Daily Dividend ............................................                                 10    8,821,548.765             -             15.08
    Reliance Medium Term Fund - Daily Dividend ............................................                                 10    7,645,342.265             -             13.07
    SBI Magnum Instacash Fund - Daily Dividend ...........................................                                  10    8,999,011.267             -             15.07
    SBI Magnum Instacash Fund - Daily Dividend ...........................................                                  10    4,799,472.675             -              8.04
    Sundaram BNP Paribas Money Fund - Super Inst - Daily Dividend ..                                                        10    9,950,272.171             -             10.05
    Sundaram BNP Paribas Money Fund - Super Inst - Daily Dividend ..                                                        10    5,968,011.261             -              6.02
    ING Liquid Fund -Super Institutional plan - Daily Dividend .................                                            10 10,061,498.304               -             10.06
    Prudential ICICI Super Institutional Plan - Daily Dividend ....................                                         10 10,038,532.599               -             10.04
    UTI Liquid Fund - Cash Plan - Institutional plan- Daily Dividend ......                                              1,000         49,231.069           -              5.02
    SBI - SHF - Liquid Plus Institutional plan - Daily Dividend ....................                                        10 10,024,924.823               -             10.03
    SBI - SHF - Liquid Plus Institutional plan - Daily Dividend ....................                                        10 13,032,402.270               -             13.04
    Reliance Medium Term Fund - Daily Dividend ............................................                                 10    3,519,540.051             -              6.02
    DWS Insta Cash - Super Institutional - Daily Dividend ..........................                                        10    7,003,847.699             -              7.02
    Kotak Liquid - Institutional Premium - Daily Dividend ...........................                                       10    4,918,279.462             -              6.01
    Sundaram BNP Paribas Money Fund - Super Inst - DDR ........................                                             10    3,969,840.952             -              4.01
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................                          10 13,686,403.735               -             15.03
    Kotak Liquid - Institutional Premium - Daily Dividend ...........................                                       10 12,286,646.423               -             15.02
    DWS Insta Cash - Institutional - Daily Dividend ........................................                                10    3,998,411.646             -              4.01
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................                          10    5,471,182.612             -              6.01
    DWS Insta Cash - Institutional - Daily Dividend ........................................                                10    4,996,070.489             -              5.01
    ING Liquid Fund - Super IP - Daily Dividend ................................................                            10 15,010,094.302               -             15.02
    LIC Mutual Fund - Liquid - Dividend Plan .....................................................                          10 24,600,063.074               -             27.01
    UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                                              1,000         98,128.584           -             10.00
    Canara Robeco Liquid - Institutional Daily Dividend ...............................                                     10    5,977,633.900             -              6.00
    DBS Chola Liquid Institutional Dividend Reinvestment Plan ...............                                               10 11,939,905.440               -             12.00
    UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                                              1,000         98,111.350           -             10.00
    UTI Liquid Fund - Cash Plan - Institutional plan - Daily Dividend .....                                              1,000        147,167.025           -             15.00
    Reliance Medium Term Fund - Retail Plan ....................................................                            10    7,373,849.513             -             13.05
    Reliance Liquidity Fund ..........................................................................................   1,000        562,270.738      56.31                   -
    Reliance Liquidity Fund ..........................................................................................      10 10,618,395.460          18.16                   -


                                                                                                                                                                           117
                                                                                                                                      SCHEDULES FORMING PART OF THE
                                                                                                                                        CONSOLIDATED BALANCE SHEET

SCH EDULE - 6, I NVESTMENTS - (Contd.)
SCHEDULE         NVEST
               INVES MENTS                                                                                                          Face Value                                     2009          2008
                                                                                                                                       Rs.          Numbers      Rs. Crore      Rs. Crore    Rs. Crore
      Kotak Liquid Institutional Premium .................................................................                             10 70,463,707.811            75.37                               -
      Birla Sun Life Cash Plus Institutional Premium ..........................................                                        10 73,426,328.568            73.47                               -
      Templeton India TMA Super Institutional Plan ..........................................                                          10 46,179,212.866            46.23                               -
      DWS Insta Cash Institutional ..............................................................................                      10 75,281,225.113            75.45                               -
      DBS Chola Liquid Institutional ...........................................................................                       10 24,761,689.543            25.15                               -
      SBI Magnum Instacash Fund ..............................................................................                         10 46,770,488.752            49.22                               -
      UTI Liquid Fund Cash Plan IP ..............................................................................                   1,000        752,682.564        75.28                               -
      IDFC Cash Fund Plan C Institutional ...............................................................                              10 44,213,496.169            44.22                               -
      Principal Cash Management Fund Institutional Premium ...................                                                         10 37,098,651.717            37.16                               -
      LIC Mutual Fund Liquid Plan ...............................................................................                      10 74,665,476.788            75.29                               -
      Canara Robeco Liquid Super Institutional ....................................................                                    10 27,466,856.675            34.08                               -
      HDFC Liquid Fund Premium Plan ......................................................................                             10 73,550,308.839            74.15                               -
      Tata Liquid Fund Ship .............................................................................................              10 56,033,762.587            56.23                               -
      Fortis Overnight Fund Institutional Plus .......................................................                                 10 40,109,222.677            40.12                               -
      Religare Liquid Fund Institutional Plan ..........................................................                               10 30,095,986.326            30.14                               -
      Sundaram BNP Paribas Money Fund Super Inst DDR .............................                                                     10 17,019,213.569            17.08                               -
      Baroda Pioneer Liquid Fund Institutional .....................................................                                   10 40,112,346.656            40.15                               -
      Fidelity Cash Fund Super IP .................................................................................                    10    9,031,218.350            9.03                              -
      Prudential ICICI Super Institutional Plan .......................................................                               100    7,106,565.893          75.14                               -
      DSP Black Rock Cash Plus Fund Institutional ..............................................                                    1,000         59,975.236          6.01                              -
      JP Morgan India Liquid Fund ..............................................................................                       10 13,002,258.496            13.01                               -
      JM High Liquidity Super IP ...................................................................................                   10 39,991,683.109            40.01                               -
      Sundaram BNP Paribas Money Fund Super Institutional ......................                                                       10 37,647,207.314            38.01                               -
      Axis Liquid Fund .......................................................................................................         10         50,003.992          5.00                              -
      Baroda Pioneer Liquid Fund .................................................................................                     10    4,322,465.685            4.34                              -
      UTI Money Market Fund - Growth Plan .........................................................                                 1,000         29,387.707          3.00                              -
      LICMF Saving Plus Fund - Growth Plan ..........................................................                                  10    3,458,580.045            5.00                              -
                                                                                                                                                                 1,141.81                      467.11
                                                                                                                                                                                1141.81        470.82
                                                                                                                   TOTAL ...                                                    1192.11        516.88

Notes (I)           Aggregate Net Cost and Market Value of Company’s Investments :-
                                                                                                                                                  As at 31-12-2009              As at 31-12-2008
                                                                                                                                             Aggregate          Market       Aggregate       Market
                                                                                                                                              Net Cost             Value      Net Cost          Value
                                                                                                                                              Rs. Crore        Rs. Crore      Rs. Crore     Rs. Crore
                       Quoted ...................................................................................................                  23.65          19.58          23.65         11.87
                       Unquoted ..............................................................................................                   1,168.46                       493.23
                       Total Investments ..............................................................................                          1,192.11                       516.88

           (II) All investments are “Long Term” except investments in Mutual funds.
           (III) #Denotes shares sold during the year.
           (IV) *Denotes amount less than Rs. 50,000.


118
SCHEDULES FORMING PART OF THE
CONSOLIDATED BALANCE SHEET
SCH EDU LE - 7, INVENTORI ES
SCHEDULE         NVENTOR
                INVENTORI                                                                                                                                                       2009        2008
                                                                                                                                                                             Rs. Crore   Rs. Crore
Raw Materials .............................................................................................................................................                     98.55       79.04
Stores & Spare Parts, Packing Material and Fuels ......................................................................                                                       430.50      492.00
Work-in-Progress ........................................................................................................................................                     168.96      149.44
Finished Goods ...........................................................................................................................................                      88.08       78.86
                                                                                                                                              TOTAL ...                        786.09     799.34




SCH EDULE - 8, SUN DRY DEBTORS
SCH EDULE      SUN DRY DEBTORS                                                                                                                                                  2009        2008
                                                                                                                                                                 Rs. Crore   Rs. Crore   Rs. Crore

SUNDRY DEBTORS (SECURED AND CONSIDERED GOOD)
(a) Over Six Months ..............................................................................................................................                   0.01                    0.26
(b) Others ...................................................................................................................................................      35.40                   70.11
                                                                                                                                                                                35.41       70.37
SUNDRY DEBTORS (UNSECURED)
(a) Over Six Months
         (i)      Sale of Products and Services
                  Considered Good ...................................................................................................................                4.40                    5.58
                  Considered Doubtful ............................................................................................................                   8.15                    6.87
                                                                                                                                                                    12.55                   12.45
         (ii) Railway, Insurance and Other Claims {includes Rs. 90.70 Crore due
              from Central / State Governments (Previous Year - Rs. 91.57 Crore)}
                  Considered Good ...................................................................................................................               51.51                   96.45
                  Considered Doubtful ............................................................................................................                  47.97                    0.34
                                                                                                                                                                    99.48                   96.79
                                                                                                                                                                  112.03                  109.24
         Less: Provision made for Bad and Doubtful Debts ..........................................................                                                 56.12                    7.21
         {Refer Note - 13B(c)}
                                                                                                                                                                    55.91                 102.03
(b) Others - (Considered Good)
         (i)      Sale of Products and Services ..........................................................................................                        147.28                  125.23

         (ii) Railway, Insurance and Other Claims {includes Rs. 33.49 Crore due
              from Central / State Governments (Previous Year - Rs. 50.60 Crore)} ............                                                                      35.32                   60.22
                                                                                                                                                                  182.60                  185.45
                                                                                                                                                                              238.51      287.48
                                                                                                                                              TOTAL ...                        273.92     357.85




                                                                                                                                                                                             119
                                                                                                                                                          SCHEDULES FORMING PART OF THE
                                                                                                                                                            CONSOLIDATED BALANCE SHEET

SCH EDULE - 9, CASH AND BANK BALANCES
SCHEDULE       CA        ANK ALANCES
                    AND BAN BALANC                                                                                                                                                  2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore
Cash on Hand .....................................................................................................................................................                   2.24        0.87

Balance with Scheduled Banks
In Current Account ..........................................................................................................................................                       96.54       93.81
In Fixed Deposits ..............................................................................................................................................                  655.63      896.79
Post Office Savings Accounts ......................................................................................................................                                  0.01        0.01
{Maximum balance during the year Rs. 0.01 Crore (Previous Year - Rs. 0.01 Crore)}
                                                                                                                                                   TOTAL ...                       754.42     991.48




SCH EDULE - 10, OTH ER CUR R ENT ASSETS
SCHEDULE        OT     CUR        SSETS
                                 ASSET                                                                                                                                              2009        2008
                                                                                                                                                                                 Rs. Crore   Rs. Crore
Accrued Interest ................................................................................................................................................                    6.07       15.18
Assets held for disposal ................................................................................................................................                            6.23        6.81
                                                                                                                                                   TOTAL ...                        12.30       21.99




SCH EDULE - 11, LOANS AND ADVANCES (Unsecured, Considered Good, unless otherwise stated)
SCHEDULE        LO    AND ADVANCES                                                                                                                                                  2009        2008
                                                                                                                                                                     Rs. Crore   Rs. Crore   Rs. Crore
Balances with Excise, Customs and Port Trust Authorities on Current Accounts ..............                                                                                       139.83      129.52
Sundry Advances and Deposits, etc.
         Advances Recoverable in cash or in kind or for value to be received .............................                                                                        146.42      138.89
         Advances and Deposits with Railways, Government Bodies and Others
         Considered Good ....................................................................................................................................         178.13                  182.32
         Considered Doubtful .............................................................................................................................              38.88                   38.23
                                                                                                                                                                      217.01                  220.55
         Less - Provision made for Doubtful Advances ...........................................................................                                        38.88                   38.23
                                                                                                                                                                                  178.13      182.32
Advance payments against taxes .............................................................................................................                                        39.06     105.81

                                                                                                                                                   TOTAL ...                       503.44     556.54




120
SCHEDULES FORMING PART OF THE
CONSOLIDATED BALANCE SHEET
SCH EDULE - 12, CUR R ENT LIABI LITI ES
SCH EDULE       CUR       LIABI LITI                                                                                                                                        2009         2008
                                                                                                                                                            Rs. Crore   Rs. Crore    Rs. Crore
Sundry Creditors ........................................................................................................................................               1,743.26     1,558.30

Deposits from Dealers and Others ....................................................................................................                                    397.49       319.19

Investor Education and Protection Fund
(Appropriate amount shall be transferred to “Investor Education
and Protection Fund” if and when due)

Unpaid Dividend ........................................................................................................................................       24.02                    20.77

Unpaid Matured Deposits .....................................................................................................................                   0.18                     0.23
                                                                                                                                                                           24.20        21.00

Interest on Secured Loans accrued but not due .........................................................................                                                     7.43         2.19

                                                                                                                                          TOTAL ...                     2,172.38     1,900.68




SCH EDU LE - 13, PROVISIONS
SCHEDULE         PRO                                                                                                                                                         2009       2008
                                                                                                                                                                         Rs. Crore   Rs. Crore
Provision for Retirement Benefits ......................................................................................................                                 100.60       156.40
(Refer Note - 7)
Provision for Mines Restoration .........................................................................................................                                   9.98         6.98
(Refer Note - 11)
Provision for Income Tax ........................................................................................................................                        696.76       580.31

Provision for Fringe Benefit Tax ..........................................................................................................                                     -        2.24

Proposed Dividend ....................................................................................................................................                   244.06       187.68

Dividend Distribution Tax ......................................................................................................................                           41.48        31.90
                                                                                                                                          TOTAL ...                     1,092.88      965.51




SCH EDULE - 14, MISCELLANEOUS EXPENDITU R E (To the extent not written off or adjusted)
SCH EDULE           ELLANEOUS EXPENDITU
                MISCELLAN      XPENDIT                                                                                                                                       2009       2008
                                                                                                                                                                         Rs. Crore   Rs. Crore
Preliminary Expenses ...............................................................................................................................                        0.97         1.13
                                                                                                                                          TOTAL ...                         0.97         1.13




                                                                                                                                                                                         121
                                                                                                                                               SCHEDULES FORMING PART OF THE
                                                                                                                                        CONSOLIDATED PROFIT AND LOSS ACCOUNT

SCH EDULE - 15, OTH ER I NCOME
SCHEDULE        OT       NCO
                       INC                                                                                                                                                               2009        2008
                                                                                                                                                                         Rs. Crore   Rs. Crore   Rs. Crore
       Opera      Income
Other Operating Income .....................................................................................................................                                          165.40      166.52
{Includes Gain on Exchange (Net) - Rs. 3.66 Crore (Previous Year - Rs. 0.18 Crore)}
(Refer Note -18)
      Income
Other Income
Profit on Sale of Investments ..............................................................................................................                                 1.40                    1.84
Interest on Income tax Refund (Previous Year - Net of interest Rs. 42.40 Crore) ..........                                                                                       -                  23.14
Other Interest Income .............................................................................................................................                         41.27                   51.59
{Inclusive of Tax Deducted at source - Rs. 10.11 Crore (Previous Year - Rs. 9.49 Crore)}
Dividend from other Investments .....................................................................................................                                       34.63                   34.86
                                                                                                                                                                                        77.30     111.43
                                                                                                                                                      TOTAL ...                       242.70      277.95




SCH EDULE - 16, MANU FACTU R I NG AND OTH ER EXPENSES
SCHEDULE         ANU CTU
                MAN               AND OT     EXPENSES                                                                                                                                    2009        2008
                                                                                                                                                                         Rs. Crore   Rs. Crore   Rs. Crore
MANU FACTU R I NG EXPENSES
 ANU CTU          EXPENSES
Purchase of Cement and other Product ..........................................................................................                                           129.16                  122.94
Raw Materials Consumed .....................................................................................................................                             1,167.69                1,029.81
Stores and Spare parts Consumed ....................................................................................................                                        11.27                   12.99
Packing Materials Consumed ..............................................................................................................                                 238.72                  280.14
Power and Fuel ...........................................................................................................................................               1,550.87                1,611.81
Repairs to Building ...................................................................................................................................                     14.41                   15.02
Repairs to Machinery ...............................................................................................................................                      329.47                  283.77
Repairs to Other Items ............................................................................................................................                         71.43                   74.66
Royalties ........................................................................................................................................................          99.04                  86.86
Excise Duties (including Education Cess) .......................................................................................                                            89.17                 129.80
{includes captive consumption of Clinker Rs. 85.37 Crore (Previous Year - Rs. 119.01 Crore)}
                                                                                                                                                                                     3,701.23    3,647.80
PAYMENTS TO AND PROVISIONS FOR EMPLOYEES
   MENTS    AND PRO            EMPLO
Salaries, Wages, Dearness Allowance and Bonus .......................................................................                                                     346.94                  338.92
Contributions / Provisions to and for Provident and Other Funds {Refer Note - 7(g)}                                                                                         19.77                   66.00
Workmen and Staff Welfare Expenses ............................................................................................                                             34.49                   44.73
                                                                                                                                                                                      401.20      449.65
ADMIN ISTRATIVE, SELLI NG AND OTH ER EXPENSES
  MIN
ADMI IST         SELLING AND OT      EXPENSES
Rent .................................................................................................................................................................      48.35                   45.34
Rates and Taxes {includes Wealth Tax Rs. 1.27 Crore (Previous Year - Rs. 0.79 Crore)}                                                                                     103.93                  100.52
Insurance .......................................................................................................................................................           17.92                   18.29
Loading, Transportation and Other Charges .................................................................................                                               163.40                  170.04
Discount, Rebates and Allowances ...................................................................................................                                        93.49                 105.20
Commission on Sales ..............................................................................................................................                          23.12                   20.24
Other Expenses {includes Loss on sale / write off of Fixed Assets (Net)- Rs. 4.30 Crore
(Previous Year - Rs. 8.91 Crore)} ..........................................................................................................                              310.83                  422.26
Provision for Bad and Doubtful Debts {Refer Note - 13B(c)} .................................................                                                                34.73                    5.09

                                                                                                           Total carried over...                                           795.77                 886.98


122
SCHEDULES FORMING PART OF THE
CONSOLIDATED PROFIT AND LOSS ACCOUNT
SCH EDULE - 16, MANU FACTU R I NG AND OTH ER EXPENSES (contd.)
SCH EDULE        ANU CTU
                MAN               AND OT     EXPENSES                                                                                                                                  2009        2008
                                                                                                                                                                       Rs. Crore   Rs. Crore   Rs. Crore
                                                                                                       Total brought over...                                             795.77                  886.98
Advertisement ............................................................................................................................................                53.17                   47.81
Outward Freight Charges on Cement etc. .....................................................................................                                           1,092.73                 997.52
Miscellaneous Expenses written off .................................................................................................                                       1.92                    1.53
                                                                                                                                                                                   1,943.59    1,933.84
Value of Subsidiary Companies Stock Transferred .....................................................................                                                                      -      (1.72)

(INCR EASE) / DECR EASE I N STOC KS IN TRADE AND WORK-IN-PRO GRESS
  NCR
(INC          DECR      IN ST       IN                 N-PRO
                                             AND ORK-IN-PR GRESS
Closing Stock -
Finished Goods ...........................................................................................................................................                88.08                   78.86
Work-in-Progress ........................................................................................................................................               168.96                  149.44
                                                                                                                                                                        257.04                  228.30
Opening Stock -
Finished Goods ...........................................................................................................................................                78.86                   81.26
Work-in-Progress ........................................................................................................................................               149.44                  149.00
                                                                                                                                                                        228.30                  230.26
                                                                                                                                                                                    (28.74)        1.96
                                                                                                                                                   TOTAL ...                       6,017.28    6,031.53




SCH EDU LE - 17, I NTEREST
SCHEDULE           NTEREST
                 INTERES                                                                                                                                                               2009        2008
                                                                                                                                                                                   Rs. Crore   Rs. Crore
Debentures ...................................................................................................................................................                        28.99        1.36
Term Loans ...................................................................................................................................................                        15.97       16.36
Interest on Income Tax (Net of interest on refund Rs. 20.33 Crore) ..................................                                                                                 17.58            -
Others .............................................................................................................................................................                  48.20       23.62
                                                                                                                                                                                    110.74        41.34
Less - Adjustments for Interest Capitalised ..................................................................................                                                        26.38        1.36
                                                                                                                                                   TOTAL ...                          84.36       39.98




SCH EDULE - 18, EXC EPTIONAL ITEMS
SCH EDULE       EX EPT         EMS
                             ITEM                                                                                                                                                      2009        2008
                                                                                                                                                                                   Rs. Crore   Rs. Crore
Profit on Sale of Investments in Subsidiary ..................................................................................                                                             -      30.26
Profit on Sale of Land ..............................................................................................................................                                      -      12.29
                                                                                                                                                   TOTAL ...                               -      42.55




                                                                                                                                                                                                   123
                                                           SCHEDULES FORMING PART OF THE CONSOLIDATED
                                                            BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
SCHEDULE - 19, NOTES TO ACCOUNTS
1.    Basis of preparation
               prepar
                 epara
      (i)   The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS) 21 on Consolidated Financial
            Statements and (AS) 23 on Accounting for Investments in Associates in Consolidated Financial Statements notified pursuant to
            the Companies (Accounting Standards) Rules, 2006 (as amended). The Consolidated Financial Statements comprise the financial
            statements of ACC Limited (the Company), its subsidiaries and associate. The Company, its subsidiaries and associate constitute
            the ACC Group. Reference in these notes to the 'Company' or 'ACC' shall mean to include ACC Limited or any of its subsidiaries, or
            associate consolidated in these financial statements unless otherwise stated.
      (ii) The list of Subsidiary Companies which are included in consolidation and the Parent Company's holdings therein are as under:
                                Compan
                                 ompany
                    Name of the Company                                                                     Percentage Holding
                                                                                                               centage
                                                                                                             ercen
                                                                                                        2009                    2008
             1      ACC Concrete Limited (ACCCL)                                                       100%                     100%
             2      Bulk Cement Corporation (India) Limited (BCCI)                                    94.65%                  94.65%
             3      ACC Mineral Resources Limited (formerly The Cement Marketing
                    Company of India Limited)                                                          100%                     100%
             4      Lucky Minmat Limited                                                               100%                     100%
             5      National Limestone Co. Pvt. Limited (w.e.f. April 20, 2009)                        100%                         -
             6      ACC Machinery Company Limited (AMCL) (upto March 10, 2008)                              -                   100%
            Each of the above Subsidiary Companies is incorporated in India.
      (iii) Alcon Cement Company Private Limited is the only Associate Company in which ACC has a holding of 40% with effect from
            April 1, 2008.
      (iv) The financial statements have been prepared to comply in all material aspects in respect with the notified Accounting Standard
           Rules, 2006 (as amended).
      (v)   Financial statements are based on historical cost and are prepared on accrual basis.
      (vi) Accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.
      (vii) The financial statements of the Company and its Subsidiary Companies have been consolidated on a line-by-line basis by adding
            together the book value of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and intra-
            group transactions resulting in unrealized profits or unrealized cash losses.
      (viii) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other
             events in similar circumstances and are presented, to the extent possible, in the same manner as the Company's separate
             financial statements.
      (ix) The excess of cost of investment in the Subsidiary Companies over the Company's portion of equity of the Subsidiary at the date
           of investment made is recognized in the financial statements as goodwill. Goodwill is amortised over a period of ten years from
           the date of acquisition / investment. The excess of Company's portion of equity of the Subsidiary over the cost of the investments
           therein is treated as Capital Reserve.
2.           estimates
      Use of estimates
      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date
      of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon
      management's best knowledge of current events and actions, actual results could differ from these estimates.
3.    Significant accounting policies
                     ounting
      Significant accoun
      (i)   Revenue recognition
                     ecognition
                    rec
            Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can
            be reliably measured.
                      oducts
                    Produc       Services
            Sale of Products and Services
            a)   Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Excise
                 duties deducted from turnover (gross) are the amounts that are included in the amount of turnover (gross) and not the entire
                 amount of liability that arose during the year. Excise duties in respect of finished goods are shown separately as an item of
                 Manufacturing and Other Expenses and included in the valuation of finished goods.
            b)   Sales include the amount of Sales Tax / VAT refunds received / due in accordance with incentive schemes.

124
    Interest and Dividend Income
      terest
    Inter                 Income
    Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
    Dividend income is recognised when the shareholders' right to receive dividend is established by the Balance Sheet date.
        ounting
     Accoun
(ii) Accounting of claims
    a)   Claims receivable are accounted at the time when such income has been earned by the Company depending on the certainty
         of receipts. Claims payable are accounted at the time of acceptance.
    b)   Claims raised by Government Authorities regarding taxes and duties, which are disputed by the Company, are accounted
         based on the merits of each claim.
(iii) Debenture / Share issue expenses and premium payable on Debentures are adjusted in the same year against the Securities
      Premium Account as permitted by Section 78(2) of the Companies Act, 1956.
(iv) Fixed Assets
      ixed
    a)   Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment losses.
    b)   Depreciation is provided on the straight line method at the rates prescribed in Schedule XIV of the Companies Act, 1956, on
         a pro-rata basis.
    c)   The useful life of transit mixers and pumps is estimated at 8 years and 6 years respectively. These assets are depreciated over
         the useful life on straight line method on a pro-rata basis.
    d)   Cost of leasehold land is amortised over the period of the lease.
    e)   In respect of quarry freehold land, amortisation reserve is created by amortising the cost over the number of years of the
         mining rights of the quarries.
    f)   Capital assets whose ownership does not vest in the Company have been depreciated over the period of five years.
    g)   Machinery spares which can be used only in connection with a particular item of Fixed Assets and the use of which is
         irregular, are capitalized at cost net of Cenvat and are depreciated over the remaining useful life of the related asset. The
         written down value of such spares is charged to the Profit and Loss Account, on issue for consumption.
    Borrowing Costs
(v) Borrowing Costs
    Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are
    included to the extent they relate to the period till such assets are ready to be put to use. All other borrowing costs are charged to
    revenue.
     Intangibles
(vi) Intangibles
    a)   Computer Software cost is amortised over a period of three years.
    b)   Costs incurred to gain access to mineral reserves are capitalised and depreciated over the life of the quarry, which is based on
         the estimated tonnes of raw materials to be extracted from the reserves.
      Impairment
(vii) Impairment
    The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal
    / external factors. An impairment loss will be recognized wherever the carrying amount of an asset exceeds its estimated recoverable
    amount. The recoverable amount is greater of the asset's net selling price and value in use. In assessing the value in use, the
    estimated future cash flows are discounted to the present value at the weighted average cost of capital. Previously recognized
    impairment loss is further provided or reversed depending on changes in circumstances.
        xpenditure         onstruction
                          construc
(viii) Expenditure during construction period
    In case of new projects and substantial expansion of existing factories, expenditure incurred including trial production expenses
    net of revenue earned, and attributable interest and financing costs, prior to commencement of commercial production are
    capitalised.
(ix) Investments
     Investments
    Current investments are carried at the lower of cost or fair value. Long term investments are stated at cost. Provision for diminution
    in the value of long-term investments is made only if such a decline is other than temporary.
(x) Leases
    Lease payments under operating lease are recognised as an expense in the Profit and Loss Account on a straight-line basis over
    the lease term.

                                                                                                                                     125
            esearch     development
      (xi) Research and development
          Expenditure on Research phase is recognised as an expense when it is incurred. Expenditure on development phase which results
          in creation of assets is included in Fixed Assets.
            Inventories
      (xii) Inventories
          Inventories are valued as follows:
          (a) Raw materials, fuels, packing materials, stores and spares
               Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are
               not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above
               cost. Cost is determined on a weighted average basis.
          (b) Work-in-progress and finished goods
               Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads
               based on normal operating capacity. Cost of finished goods includes excise duty.
               Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
               estimated costs necessary to make the sale.
      (xiii) Foreign currency transactions
                                ansactions
              oreign currency transac
          Foreign currency transactions are initially recorded at the rates of exchange prevailing on the date of transactions. Foreign currency
          monetary items are subsequently reported using the closing rate. Non-monetary items which are carried in terms of historical
          cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. Exchange differences
          arising on the settlement of monetary items or on reporting Company's monetary items at rates different from those at which
          they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses
          in the year in which they arise. The financial statements of an integral foreign operation are translated as if the transactions of
          the foreign operation have been those of the company itself. The premium on forward exchange contracts not intended for
          trading or speculation purpose is amortized as expenses over the life of the contract.
            Employ
      (xiv) Employee benefits
          a)   Defined Contribution Plan
               Contribution to Officer's Superannuation Fund, ESIC and Labour Welfare Fund are recognised as an expense in the Profit and
               Loss Account, as they are incurred. There are no other obligations other than the contribution payable to the respective trusts.
          b)   Defined Benefit Plan and Other Long Term Benefits
               Retirement benefits in the form of gratuity, additional gratuity, provident fund, post retirement medical benefit schemes,
               medical benefits under voluntary retirement scheme and other long term benefits in the form of leave encashment, silver
               jubilee and long service awards are determined using the projected unit credit method as at Balance Sheet date. Actuarial
               gains / losses are recognized immediately in the Profit and Loss Account.
          c)   Short term compensated absences are provided based on past experience of leave availed.
          d)   Payments made under the Voluntary Retirement Scheme are charged to the Profit and Loss Account immediately.
      (xv) Employees Stock Option Scheme
           Employ
          The intrinsic value of option granted under Employees Stock Option Schemes has been deferred, to be written off over the vesting
          period.
            Income taxes
      (xvi) Income taxes
          Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the
          amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects
          the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing
          differences of earlier years.
          Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date.
          Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will
          be available against which such deferred tax assets can be realised. Deferred tax assets are reviewed at each Balance Sheet date.
              ontingencies Pro
      (xvii) Contingencies / Provisions
          A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of
          resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be
          made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the
          obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best

126
            estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is
            remote.
                    estora
                   Restor       xpenditure
                               Expenditur
     (xviii) Mines Restoration Expenditure
            The Company provides for the estimated expenditure required to restore quarries and mines. The initial recognition of the
            provision for mines restoration cost comprises of the estimated costs for restoration caused by operations necessary before the
            raw materials can be exploited. Actual expenses for restoration are charged directly against the provision. The present obligation
            is revised annually based on technical estimates by internal or external specialists.
4.   Segment Reporting
     Segment Repor
              eporting
     The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature
     of the products, the differing risks and returns, the organisation structure and internal reporting system. The Company's operations
     predominantly relate to manufacture of cement. Other business segment reported is Ready Mixed Concrete. The export turnover is not
     significant in the context of total turnover. As such there are no reportable Geographical Segments.
     Inter segment transfers:
     Inter Segment Transfer Pricing Policy - Cement supplied to ready mixed concrete activity is based on current market prices. All other
     inter segment transfers are at cost.

    FORMA       OUT   IMAR
              ABOU PRIMARY BUSIN       SEGMENTS
I N FORMATION ABOUT PRIMARY BUSI N ESS SEGMENTS
                                                                                                                                        Rs. Crore
                                                  ement
                                                C ement            Ready Mixed Concrete
                                                                                oncrete
                                                                         Mixed Concr                Others                     Total

                                              2009         2008         2009        2008         2009         2008         2009           2008
    VENU
 R EVEN U E
 External sales                            7,966.80    7,171.61       512.75       514.53             -         7.80    8,479.55       7,693.94
 Inter-segment sales                          60.40       111.26            -            -            -         0.68       60.40         111.94
 Total revenue
       re                                 8,027.20     7,282.87       512.75       514.53             -        8.48     8,539.95       7,805.88
   ESUL
 R ESU LT
 Segment result
 Segment result                           2,324.28     1,618.02       (47.68)     (91.85)             -        2.71     2,276.60       1,528.88
 Unallocated corporate expenses                                                                                           (17.44)        (16.22)
 Operating Profit                                                                                                       2,259.16       1,512.66
 Interest expenses                                                                                                        (84.36)        (39.98)
 Interest and Dividend income                                                                                              75.90         109.59
 Exceptional Items                                                                                                              -         42.55
 Income Taxes                                                                                                            (686.79)      (525.17)
 Profit after tax
 Profit after                                                                                                           1,563.91       1,099.65
 OTH ER IN FORMATION
        IN FORMA
 Segment assets                            7,660.66    6,512.74       232.10       225.31             -         0.09    7,892.76       6,738.14
 Unallocated Corporate assets                                                                                           2,166.39       1,778.86
 Total assets                                                                                                          10,059.15       8,517.00
 Segment liabilities                       2,231.85    1,802.51       105.62        99.02             -            -    2,337.47       1,901.53
 Unallocated corporate liabilities                                                                                      1,851.74       1,791.22
 Total liabilities                                                                                                      4,189.21       3,692.75
 Capital expenditures                      1,627.81    1,294.31        17.98        83.47             -            -    1,645.79       1,377.78
 Depreciation and Amortisation              352.16        302.71       20.97        17.61             -         0.21      373.13         320.53
 Other non-cash expenses                      51.42         5.35         5.40       14.51             -            -       56.83          19.86



                                                                                                                                            127
5.    Related Par ty Disclosure
               arty
       elated Par Disclosure
           articulars    Associate Promoter Group Companies
      (A) Particulars of Associate / Promoter Group Companies
                      Rela
                       elated Par
                               arty
          Name of the Related Party                                 Nature of Relationship
                                                                    Natur
                                                                      ture     elationship
                                                                              Rela

          (i)     Alcon Cement Company Private Limited              Associate Company from April 01, 2008
          (ii)    Ambuja Cement India Private Limited               Promoter Group Company
          (iii)   Ambuja Cements Limited                            Promoter Group Company
          (iv)    Holderind Investments Limited                     Promoter Group Company
          (v)     Holcim (India) Private Limited                    Promoter Group Company
          (vi)    Holcim Services (Asia) Limited                    Promoter Group Company
          (vii)   Holcim Group Support Limited                      Promoter Group Company
          (viii) Holcim Singapore Limited                           Promoter Group Company
          (ix)    Holcim Trading FZCO                               Promoter Group Company
          (x)     Holcim (Lanka) Ltd.                               Promoter Group Company
          (xi)    P T Holcim Indonesia Tbk                          Promoter Group Company
          (xii)   Holcim Services (South Asia) Limited              Promoter Group Company
          (xiii) Holcim Foundation                                  Promoter Group Entity
          (xiv) Holcim Ltd.                                         Promoter Group Company
          (xv)    Siam City Concrete Co. Limited                    Promoter Group Company
          (xvi) Siam City Cement Public Company Limited             Promoter Group Company
          (xvii) National Cement Factory                            Promoter Group Company
          (xviii) Holcim Bangladesh Limited                         Promoter Group Company

              Management Personnel
      (B) Key Management Personnel
                      Rela
                       elated Par
                               arty
          Name of the Related Party                                 Nature of Relationship
                                                                    Natur
                                                                      ture     elationship
                                                                              Rela

          (i)     Mr. Sumit Banerjee                                Managing Director
          (ii)    Mr. Hans J. Fuchs                                 Managing Director of ACC Concrete Limited from July 01, 2008
          (iii)   Mr. Sanjay Bahadur                                Managing Director of ACC Concrete Limited upto June 30, 2008
          (iv)    Mr. R.B.S. Bir                                    Head BCCI upto October 22, 2009
          (v)     Mr. K.R.K. Prusty                                 Head BCCI from October 23, 2009

      (C) Transactions with Associate Company
            ansactions                 ompany
                            Associate Compan
                 ement ompany
          Alcon Cemen Compan Pvt Ltd.
          Alcon Cement Company Pv t . Ltd.
                                                                                                       2009                            2008
                                                                                                   Rs. Crore                       Rs. Crore

          (i)     Purchase of Finished/ Unfinished goods                                              67.85                           47.78
          (ii)    Sale of Goods                                                                       26.40                           19.90
          (iii)   Investment in Associates (Acquisition of Equity Shares)                                   -                         22.25
          (iv)    Interest Received                                                                         -                          0.01
          (v)     Reimbursement of Expenses / Cost of Materials / Stores Paid                          0.62                            0.20
          (vi)    Reimbursement of Expenses / Cost of Materials / Stores Received                      5.61                            1.03
          (vii)   Rendering of Services                                                                1.35                                -
          (viii) Receiving of Services                                                                 0.86                                -
          (ix)    Outstanding balance included in Current Assets                                       4.04                            3.93
          (x)     Outstanding balance included in Current Liabilities                                  3.34                            7.30


128
(D) Details of Transactions relating to Promoters Group Companies
(D)                          elating
                 ansactions rela        Promoters Group Companies
                                                                                              2009                         2008
                                                                                          Rs. Crore                    Rs. Crore
    (i)    Dividend paid                                                                   173.46                        167.36
           Ambuja Cement India Private Limited                                             172.38                        166.28
           Holderind Investments Limited                                                     1.08                          1.08
    (ii)    urchase
           Purchase of Gypsum and CoalCoal                                                  83.55                         71.22
           Holcim Trading FZCO                                                              83.55                         71.22
            urchase     Finished
    (iii) Purchase of Finished / Unfinished goods                                           48.72                         23.56
           Ambuja Cements Limited                                                           48.72                         23.56
    (iv) Purchase of Stores & Spares
            urchase     Stores     Spares                                                    0.60                             -
           Ambuja Cements Limited                                                            0.60                             -
    (v)            Finished
           Sale of Finished / Unfinished goods                                              24.74                         78.82
           Ambuja Cements Limited                                                           23.74                         78.82
           Holcim Bangladesh Limited                                                         1.00                             -
                   Stores    Spares
    (vi) Sale of Stores & Spares                                                             0.28                             -
           Ambuja Cements Limited                                                            0.28                             -
                          Services
    (vii) Rendering of Services                                                              4.38                          7.73
           Ambuja Cements Limited                                                            4.38                          7.31
           National Cement Factory                                                              -                          0.42
            eimbursement        Expenses Paid Pa
    (viii) Reimbursement of Expenses Paid / Payable                                          0.90                          0.83
           Ambuja Cements Limited                                                            0.14                          0.02
           Holcim Trading FZCO                                                               0.46                          0.68
           Holcim Bangladesh Limited                                                         0.30                             -
           P T Holcim Indonesia Tbk                                                             -                          0.13
    (ix) Reimbursement of Expenses Received / Receivable
            eimbursement                   eceived Receiv
                                Expenses Receiv       eceivable                              3.32                         17.59
           Ambuja Cements Limited                                                            3.06                         15.78
           Holcim Ltd.                                                                          -                          0.98
           Others                                                                            0.26                          0.83
    (x)                  Services (T
           Receiving of Services (Training / Technical Know how /
           Market surv etc.)
           Market survey etc.)                                                               36.46                        52.52
           Holcim Group Support Limited                                                      12.01                        21.00
           Holcim Services (South Asia) Limited                                              23.00                        30.12
           Others                                                                             1.45                         1.40
                                                  ent
                                              Curren
    (xi) Outstanding balance included in Current Assets                                       1.19                         4.16
           National Cement Factory                                                               -                         0.70
           Ambuja Cement Limited                                                              1.02                         3.27
           Others                                                                             0.17                         0.19
                                                  ent
                                              Curren
    (xii) Outstanding balance included in Current Liabilities                                13.04                        11.47
           Ambuja Cement Limited                                                              2.43                         2.60
           Holcim Group Support Limited                                                       6.98                         6.96
           Holcim Trading FZCO                                                                0.69                         0.68
           Holcim Services (South Asia) Limited                                               1.99                         0.65
           Others                                                                             0.95                         0.58
                             elating
                 ansactions rela                 eferr
                                                referred                abov
(E) Details of Transactions relating to persons referred to in item (B) above
                                                                                              2009                         2008
                                                                                          Rs. Crore                    Rs. Crore
    Remuneration
     emunera                                                                                  4.40                         3.41
    Mr. Sumit Banerjee                                                                        2.40                        2.14#
    Mr. Hans J. Fuchs                                                                         2.00                         1.22
    Others                                                                                       -                         0.05
    #Excluding Shares worth Rs. 0.07 Crore as a non-monetary perquisite allotted by Holcim Ltd., and the income-tax thereon that
    was borne by the Company, amounting to Rs. 0.025 Crore.

                                                                                                                           129
6.    Earnings per Share - [EPS]
                   Share [EPS]
                                                                                                                                                                                                2009                    2008
                                                                                                                                                                                            Rs. Crore               Rs. Crore
      (I)    Net Profit as per Profit and Loss Account ......................................................................................                                               1,563.91                1,099.65
      (II) Weighted average number of equity shares for Earnings Per Share computation
             Shares for Basic Earnings Per Share ..................................................................................................                                    18,76,97,174             18,76,45,744
             Add: Potential equity shares on exercise of option of ESOS .................................................                                                                   4,11,011                2,83,742
             Number of Shares for Diluted Earnings Per Share .....................................................................                                                     18,81,08,185             18,79,29,486
      (III) Earnings Per Share (Weighted Average)
             Basic ................................................................................................................................................ Rupees                     83.32                   58.60
             Diluted ............................................................................................................................................ Rupees                       83.14                   58.51

7.    Employ
      Employee Benefits
      a)     Defined Contribution Plans - Amount recognised and included in Schedule 16 "Contributions / Provisions to and for Provident and
             Other Funds" of Profit and Loss Account Rs. 7.94 Crore (Previous Year - Rs. 11.36 Crore).
      b)     Defined Benefit Plans - As per actuarial valuation on December 31, 2009

                                                                                                                                                                                Gratuity                    Post
                                                                                                                                                                                                            Employment
                                                                                                                                                                                                            Medical
                                                                                                                                                                                                            Benefits(PEMB)
                                                                                                                                                                        Funded             Non Funded
                                                                                                                                                                     Rs. Crore               Rs. Crore            Rs. Crore

 I          Expense recognised in the Statement of Profit & Loss
                      ecognised
                     rec                 tement
                                      Statemen     Profit   Loss
                    year
            for the year ended December 31, 2009

 1          Current Service cost                                                                                                                                              6.96                1.84                1.12
                                                                                                                                                                              5.22                1.34                0.45

 2          Interest Cost                                                                                                                                                     6.13                1.98                0.49
                                                                                                                                                                              7.17                1.99                1.31

 3          Employee Contributions                                                                                                                                                -                     -            (0.37)
                                                                                                                                                                                  -                     -            (0.12)

 4          Expected return on plan assets                                                                                                                                   (7.03)                     -                 -
                                                                                                                                                                             (6.32)                     -                 -

 5          Net Actuarial (Gains) / Losses                                                                                                                               (19.29)                (9.19)               (4.25)
                                                                                                                                                                           22.55                12.32                  3.48

 6          Past service cost                                                                                                                                                     -                     -                 -
                                                                                                                                                                                  -                     -                 -

 7          Settlement / Curtailment (Gain)                                                                                                                                       -                     -            (2.18)
                                                                                                                                                                                  -                     -           (11.06)

 8          Total expense                                                                                                                                                (13.23)                (5.37)               (5.19)
                                                                                                                                                                           28.62                15.65                (5.94)


130
                                                                                   Gratuity                 Post
                                                                                                            Employment
                                                                                                            Medical
                                                                                                            Benefits(PEMB)
                                                                              Funded          Non Funded
                                                                             Rs. Crore          Rs. Crore         Rs. Crore
II                            ecognised
          Asset/(Liability) rec
      Net Asset /(Liability) recognised in the Balance Sheet
         at
      as at December 31, 2009
1     Present value of Defined Benefit Obligation                            (102.36)             (31.75)            (3.61)
                                                                             (124.30)             (39.16)           (10.18)
2     Fair value of plan assets                                                 96.50                   -                 -
                                                                                84.90                   -                 -
3     Funded status [Surplus / (Deficit)]                                      (5.86)                   -                 -
                                                                              (39.40)                   -                 -
4     Net asset / (liability)                                                  (5.86)             (31.75)            (3.61)
                                                                              (39.40)             (39.16)           (10.18)
III               Obligation
      Change in Obligation during the Year ended December 31, 2009
1     Present value of Defined Benefit Obligation at beginning of the year    124.30               39.16              10.18
                                                                                98.41              26.74              17.40
2     Current service cost                                                       6.96                1.84              1.12
                                                                                 5.22                1.34              0.45
3     Interest Cost                                                              6.13                1.98              0.49
                                                                                 7.17                1.99              1.31
4     Settlement / Curtailment (Gain)                                               -                   -            (2.18)
                                                                               (0.47)                   -           (11.06)
5     Past service cost                                                             -                   -                 -
                                                                                    -                   -                 -
6     Employee Contributions                                                        -                   -            (0.37)
                                                                                    -                   -            (0.12)
7     Actuarial (Gains) / Losses                                              (18.38)              (9.19)            (4.25)
                                                                                23.38              12.32               3.48
8     Benefit Payments                                                        (16.65)              (2.04)            (1.38)
                                                                               (9.41)              (3.23)            (1.28)
9     Present value of Defined Benefit Obligation at the end of the year      102.36               31.75               3.61
                                                                              124.30               39.16              10.18
IV    Change in Assets during the Year ended December 31, 2009
1     Plan assets at the beginning of the year                                  84.90                   -                 -
                                                                                74.12                   -                 -
2     Settlements                                                                    -                  -                 -
                                                                                (0.47)                  -                 -
3     Expected return on plan assets                                              7.03                  -                 -
                                                                                  6.32                  -                 -
4     Contributions by Employer                                                   3.87                  -                 -
                                                                                  4.23                  -                 -
5     Actual benefits paid                                                      (0.21)                  -                 -
                                                                                (0.13)                  -                 -
6     Actuarial Gains / (Losses)                                                  0.91                  -                 -
                                                                                  0.83                  -                 -
7     Plan assets at the end of the year                                        96.50                   -                 -
                                                                                84.90                   -                 -
8     Actual return on plan assets                                                7.94                  -                 -
                                                                                  7.15                  -                 -


                                                                                                                        131
 V                categories                        centage
                                                 percen
        The major categories of plan assets as a percentage of total plan
        Qualifying Insurance Policy                                                              100%
 VI     Effect of One percentage point change in the
           ect           centage point
                      percen                                                                 centage point
                                                                                          percen
                                                                                     One percentage point              percen
                                                                                                                          centage point
                                                                                                                  One percentage point
                          Inflation ra
        assumed Medical Inflation rate                                                increase
                                                                                      increase in Medical          decrease
                                                                                                                   decrease in Medical
                                                                                         Inflation ra
                                                                                         Inflation rate               Inflation ra
                                                                                                                      Inflation rate
        Increase / (Decrease) on aggregate service and interest cost of
        Post Employment Medical Benefits                                                         0.32             (0.28)
        Increase / (Decrease) on Present value of Defined Benefit Obligation
        as at December 31, 2009                                                                  1.06             (0.92)
 VI I
 VII    Actuarial Assumptions:
        Actuarial                                                                   As at December 31, 2009
                                                                                       at
 1      Discount Rate                                                               7.25% p.a.
 2      Expected rate of return on plan assets                                      8% p.a.
 3      Mortality pre-retirement                                                    Indian assured lives Mortality (1994-96)
                                                                                    (modified) ultimate.
 4      Mortality post-retirement                                                   Mortality for annuitants LIC (1996-98) ultimate.
 5      Employee turnover rate                                                      5% p.a.
 6      Medical premium inflation                                                   12% p.a. for 5 years and thereafter 8% p.a.
(Figures in italics pertains to previous year)
     c) The Guidance issued by the Accounting Standard Board (ASB) on implementing AS-15, Employee Benefits (revised 2005) states
          that provident funds set up by employers, which requires interest shortfall to be met by the employer, needs to be treated as
          defined benefit plan. The Fund does not have any existing deficit or Interest shortfall. In regard to any future obligation arising
          due to interest shortfall (i.e. government interest to be paid on provident fund scheme exceeds rate of interest earned on
          investment), pending the issuance of the Guidance Note from the Actuarial Society of India, the Company's actuary has expressed
          his inability to reliably measure the same.
     d) Basis used to determine expected rate of return on assets:
          The expected return on plan assets is based on market expectation, at the beginning of the period, for returns over the entire life
          of the related obligation. The Gratuity Scheme is invested in Life Insurance Corporation (LIC) of India's Group Gratuity-cum-Life
          Assurance cash accumulation policy and HDFC Standard Life's Group Unit Linked Plan - For Defined Benefit Scheme.
     e) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
          other relevant factors, such as supply and demand in the employment market.
     f) During the year, pursuant to amendments in Post Employment Medical Benefits Scheme the Company has recognised curtailment
          gain of Rs. 2.18 Crore (Previous Year - Rs. 11.06 Crore).
     g) Contribution to Provident and Other funds is net of credit in gratuity funded scheme amounting to Rs. 12.64 Crore (Previous Year
          charge of Rs. 17.03 Crore) on account of change in discounting rate in valuation of present value of employee benefit liabilities.
     h) Amounts for the current and previous four periods are as follows:
         (i)   Gratuity (Funded)
               Gra      (Funded)                                2009              2008              2007             2006               2005
               Defined benefit obligation                    (102.36)          (124.30)            (98.41)          (86.31)            (74.82)
               Plan assets                                      96.50            84.90              74.12            57.30              48.71
               Surplus / (deficit)                             (5.86)           (39.40)            (24.29)          (29.01)            (26.11)
               Experience adjustments on plan assets            (0.91)           (0.83)                 0.65           N.A.              N.A.
               Experience adjustments on plan liabilities       (5.74)             6.35                 9.67          9.03              (6.19)
              Gra
         (ii) Gratuity (Non funded)                             2009              2008              2007             2006               2005
               Defined benefit obligation                     (31.75)           (39.16)            (26.74)          (31.07)            (28.44)
               Plan assets                                           -                -                    -               -                 -
               Surplus / (deficit)                            (31.75)           (39.16)            (26.74)          (31.07)            (28.44)
               Experience adjustments on plan assets             N.A.              N.A.                 N.A.           N.A.              N.A.
               Experience adjustments on plan liabilities       (3.83)             4.52             (6.96)           (0.31)             (0.70)


132
                             yment
                        Employmen
             (iii) Post Employment Medical Benefits                                                               2009                             2008                     2007             2006          2005
                      Defined benefit obligation                                                                 (3.61)                         (10.18)                    (17.40)         (14.84)       (13.37)
                      Plan assets                                                                                          -                               -                     -                  -           -
                      Surplus / (deficit)                                                                        (3.61)                         (10.18)                    (17.40)         (14.84)       (13.37)
                      Experience adjustments on plan assets                                                         N.A.                             N.A.                    N.A.                N.A.       N.A.
                      Experience adjustments on plan liabilities                                                 (2.96)                           (6.14)                     2.33                3.04      (0.44)


8.   Operating Lease
     Opera     Lease
     a)      Future Lease Rental payments
                                                                                                                                                                                         2009               2008
                                                                                                                                                                                     Rs. Crore          Rs. Crore
             (i)      Not later than one year ................................................................................................................                          28.94              48.87
             (ii) Later than one year and not later than five years ...........................................................                                                         53.72              59.69
             (iii) Later than five years ......................................................................................................................                              -              7.34

     b)      Lease payment recognised in the Profit & Loss Account Rs. 55.54 Crore (Previous Year - Rs. 94.69 Crore)
     c)      General description of the leasing arrangement:
             (i)      Leased Assets: Mining Rights, Grinding facility, Dumpers, Cranes and Tippers, Car, Locomotives, Office Premises, Computers
                      and other related equipments.
             (ii) Future lease rentals are determined on the basis of agreed terms.
             (iii) At the expiry of the lease term, the Company has an option either to return the asset or extend the term by giving notice in
                   writing.
9.   a)      During the previous year, the Company subscribed to 9,99,50,000 equity shares for a total consideration of Rs. 99.95 Crore in its
             wholly owned subsidiary ACC Concrete Limited.
     b)      During the previous year, the company subscribed to 3,09,900 equity shares for a total consideration of Rs. 3.10 Crore in its wholly
             owned subsidiary Lucky Minmat Limited.
     c)      During the year, the Company subscribed to 100,000,000 1% Cumulative Redeemable Preference Share for a total consideration of
             Rs. 100 Crore (Previous Year - Rs. Nil) in its wholly owned subsidiary ACC Concrete Limited.
     d)      During the year, the Company subscribed to 4,90,000 equity shares for a total consideration of Rs. 4.90 Crore (Previous year Rs. Nil)
             in its wholly owned subsidiary ACC Mineral Resources Limited (Formerly Known as The Cement Marketing Co. of India Ltd.).
     e)      During the year, the Company has acquired 100% stake in National Limestone Company Pvt. Limited, a Company engaged in
             mining of limestone.
10. a)       During the year, the Ministry of Coal allocated a coal block in the state of West Bengal to a consortium in which the Company is a
             member. The Company plans to carry out mining activities through a joint venture company.
     b)      During the year, the group has entered into four Joint Venture agreements with Madhya Pradesh State Mining Corporation
             Limited for mining of Coal in the state of Madhya Pradesh and Chattisgarh.
11. Movement of provision during the year as required by Accounting Standard 29
    Movement    pro                  year     equired
                                             requir         ounting Standard
                                                         Accoun
     Mines Restoration Expenditure
                                                                                                                                                                                         2009               2008
                                                                                                                                                                                     Rs. Crore          Rs. Crore
     Opening provision ...............................................................................................................................................                   6.98               6.20
     Add: Provision during the year .....................................................................................................................                                3.72               1.41
     Less: Utilisation during the year ..................................................................................................................                               (0.72)             (0.63)
     Closing provision .................................................................................................................................................                 9.98               6.98



                                                                                                                                                                                                            133
12. a)        Provision for current tax represents estimated tax charge based on the aggregate profits of the Company for the quarter ended
              March 31, 2009, and nine months ended December 31, 2009. Ultimately, the tax liability of the Company would be determined on
              the basis of its results for the fiscal year ending March 31, 2010.
      b)      The Company has been recognising in the financial statements the deferred tax assets / liabilities, in accordance with Accounting
              Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. During the year, the
              Company has charged the Profit and Loss Account with Deferred Tax Liability of Rs. 12.55 Crore (Previous Year - Rs. 3.71 Crore).
      The position of Deferred Tax Assets and Liabilities is as follows:
                                                                                                                                                                                                2009        2008
                                                                                                                                                                                            Rs. Crore   Rs. Crore

      Deferred Tax Liabilities
         erred
      Deferr
      Depreciation differences ..................................................................................................................................                            505.82      476.94
                                                                                                                                                                                             505.82      476.94

      Deferred Tax Assets
         erred
      Deferr
      Employee Benefit ................................................................................................................................................                        44.65       53.96
      Effect of expenditure debited to Profit and Loss Account in current year
      but allowed for tax purposes in the following years .........................................................................                                                            71.16       53.09
      Others            .................................................................................................................................................................      35.38       27.81
                                                                                                                                                                                             151.19      134.86

          Deferr
             erred
      Net Deferred Tax Liabilities .........................................................................................................................                                (354.63)    (342.08)

13. A)        Contingent Liabilities Not Provided For
              a)       Indemnity, Guarantee/s given to Banks / Financial Institutions, Government Bodies and others Rs. 147.39 Crore (Previous Year
                       - Rs. 157.67 Crore).
              b)       Sales Tax, Excise Duties & Other Dues Rs. 50.67 Crore (Previous Year - Rs. 88.83 Crore).
                       In respect of item (b) future cash outflows in respect of contingent liabilities are determinable only on receipt of judgments
                       pending at various forums / authorities.
              c)       The Company had filed petitions against the orders / notices of various authorities demanding Rs. 132.96 Crore (Previous
                       Year - Rs. 113.80 Crore) towards payment of additional Royalty on Limestone based on the ratio of 1.6 tonnes of Limestone to
                       1 tonne of Cement produced at its factories in Madhya Pradesh and Chattisgarh and on cement produced vis a vis consumption
                       of limestone at its factory in Tamil Nadu. In a similar matter, the Company has received a demand notice amounting to
                       Rs. 40.18 Crore (Previous Year - Rs. Nil) for one of its plant in the state of Karnataka.
                       The Company holds the view that the payment of royalty on limestone is based on the actual quantity of limestone extracted
                       from the mining area. The independent report obtained from the National Council of Building Materials supports the
                       Company's view. In view of the demand, being legally unsustainable, the Company does not expect any liability in the
                       matter.
      B)      a)       The Company was entitled to receive transport subsidy against actual expenditure on freight incurred in respect of its new 1
                       MTPA plant at Gagal, which went into commercial production w.e.f. September 15, 1994 for a period of five years. Accordingly,
                       the Company accrued the subsidy claim (including subsidy on clinker) aggregating Rs. 80.65 Crore (Previous year - Rs. 80.65
                       Crore) for a year up to September 1999. As against this, the Company had received part disbursement and balance of Rs.
                       46.35 Crore (Previous year - Rs. 46.35 Crore) is shown as receivable under "Sundry Debtors - Schedule 8". The Company had
                       received a demand notice from the Government of Himachal Pradesh asking for refund of Rs. 31.19 Crore during the earlier
                       year stating that 1 MTPA plant at Gagal is not a new unit but a case of expansion of an existing unit, thereby, not eligible for
                       subsidy under Transport Subsidy Scheme, 1971.
                       The High Court of Shimla had declared Gagal II as eligible for transport subsidy in its judgement dated August 19, 2003 and
                       the division bench of Himachal Pradesh High Court has also confirmed the same in its judgement dated April 10, 2008.
                       However the Government has filed an appeal in the Supreme Court.


134
         b)   The Company had availed Sales Tax incentive with respect to its investment in Gagal II under the State Industrial Policy, 1991.
              The Company accrued Sales tax incentives aggregating to Rs. 56 Crore (Previous Year - Rs. 56 Crore). However, the Sales tax
              authorities of the State, interalia, have stipulated that the incentive is admissible only for the incremental amount over the
              base revenue. The Company is still pursuing the claim with the Government. The Company is hopeful of recovery of the
              amount paid under protest. The Company is also pursuing with its appeal filed before Appellate Authorities. However as a
              measure of abundant caution a sum of Rs. 56 Crore (Previous Year - Rs. 56 Crore) has been provided by the Company in earlier
              years.
         c)   Pursuant to incentives available under a state government policy in respect of one of its cement plants, the Company had in
              the past accrued Rs. 15 Crore of capital subsidy and Rs. 29.44 Crore as sales-tax which is receivable from the concerned
              Government Authorities. However, despite Company's efforts, it has not realised any amounts to date. Considering these
              facts, management considers it prudent to record a provision for the amount of Rs. 29.44 Crore by charge to the Profit and
              Loss Account and the Capital Reserve account is adjusted to the extent of the capital subsidy.
14. Previous year other expenses of Schedule 16 include Donations paid of Rs. 1.00 Crore to Bhartiya Janata Party and Rs. 1.00 Crore to All
    India Congress Committee.
15. a)   Par ticulars of unhedged foreign currency exposure as at Balance Sheet date
          articulars               oreign currency exposur
                                  for               xposure    at               date
      Particulars          Amount

      Export Debtors       Rs. Nil {Previous Year - Rs. 3.32 Crore (USD 0.07 Crore @ Closing rate of 1 USD = Rs. 49.72)}
                           Rs. 3.73 Crore (SR 0.30 Crore @ Closing rate of 1 SR = Rs. 12.50)
                           {Previous Year - Rs. 1.92 Crore (SR 0.14 Crore @ Closing rate of 1 SR = Rs. 13.25)}

      Creditors            Rs. 1.96 Crore (USD 0.04 Crore @ Closing rate of 1 USD = Rs. 46.76)
                           {Previous Year - Rs. 22.93 Crore (USD 0.46 Crore @ Closing rate of 1 USD = Rs. 49.72)}
                           Rs. 7.88 Crore (CHF 0.18 Crore @ Closing rate of 1 CHF = Rs. 45.05)
                           {Previous Year - Rs. 9.15 Crore (CHF 0.20 Crore @ Closing rate of 1 CHF = Rs. 47.10)}
                           Rs. Nil {Previous Year - Rs. 1.41 Crore (JPY 2.56 Crore @ Closing rate of 1 JPY = Rs. 0.55)}
                           Rs. 2.83 Crore (EUR 0.04 Crore @ Closing rate of 1 EUR = Rs. 67.02)
                           {Previous Year - Rs. 34.29 Crore (EUR 0.49 Crore @ Closing rate of 1 EUR = Rs. 70.09)}
                           Rs. Nil {Previous Year - Rs. 0.02 Crore (THB 0.01 Crore @ Closing rate of 1 THB = Rs. 1.45)}

    b)                   orw     ontracts
                        for ard contrac               at     year     are    follow
                                                                              ollows
         The details of forward contracts outstanding at the year end are as follows

      Currency               Number of Contracts                  Buy Amount                                     Purpose
      EURO                                                                                             Import of Capital items
      2009                              1                          88,42,500
      2008                              5                         1,18,62,699
      USD                                                                                              Import of Capital items
      2009                              2                          66,00,000
      2008                              2                          50,00,000

16. Sales include Sales Tax incentive of Rs. 60.51 Crore (Previous Year Rs. 156.90 Crore).
17. Deferred Payment Liability included in "Unsecured Loans - Schedule 4" comprises of Rs. 9.74 Crore (Previous Year - Rs. 11.36 Crore)
    payable to the Industrial Development Corporation of Orissa Limited (IDCOL) on account of their dues payable by the erstwhile Bargarh
    Cement Ltd in eight equal annual installments without interest or penalty. The third installment was due for payment on December
    22, 2009. Pending conclusion of negotiation with IDCOL the installment is yet to be paid.




                                                                                                                                        135
                     Opera     Income are     ollows
                                             follow
18. Details of Other Operating Income are as follows

      Description                                                                                                                                                                  2009                    2008
                                                                                                                                                                               Rs. Crore               Rs. Crore
      Sale of Stores, Materials, etc. .........................................................................................................................                   21.33                     24.81
      Provision no longer required written back ..............................................................................................                                    21.54                     35.41
      Sale of Surplus generated Power .................................................................................................................                           58.89                     13.67
      Miscellaneous Income ......................................................................................................................................                 63.64                     92.63
                                                                                                                                                   TOTAL ...                     165.40                    166.52


19. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Parent
    Company's Financial Statements.

20. The Consolidated results for the year ended December 31, 2009 are not comparable with the previous year, due to following :

      (a) Investment in associate Alcon Cement Company Pvt. Ltd. w.e.f. April 1, 2008

      (b) Investment in subsidiary National Limestone Co. Pvt. Limited w.e.f. April 20, 2009

      (c)     Divestment of subsidiaries ACC Machinery Co. Limited w.e.f. March 10, 2008

      The effect of the operations of these entities on the results is not significant.

21. Previous year's figures have been regrouped / restated wherever necessary to make them comparable with current year's figures.


As per our report of even date                                                           For and on behalf of the Board of ACC Limited,




                                                                                                                                                                                           }
For S.R. BATLIBOI & ASSOCIATES                                   N. S. SEKHSARIA                                   PAUL HUGENTOBLER                                 S. M. PALIA
Chartered Accountants                                            Chairman                                          Deputy Chairman                                  NARESH CHANDRA
                                                                                                                                                                    M. L. NARULA
per SUDHIR SONI                                                  SUMIT BANERJEE                                    SUNIL K. NAYAK                                   D. K. MEHROTRA             Directors
Partner                                                          Managing Director                                 Chief Financial Officer                          R. A. SHAH
Membership No. 41870                                                                                                                                                SHAILESH HARIBHAKTI
                                                                 BURJOR D. NARIMAN                                                                                  KULDIP KAURA
                                                                 Company Secretary
Mumbai, February 04, 2010




136
ACC CONCRETE LIMITED
     ONCR
    CONC ETE LIMITED
DIRECTORS’ REPORT

TO TH E MEMBERS OF
            ERS
        MEMBER                                                                                             The Company has continued to focus on organisational
      ONCR
    CONC ETE LIMITED
ACC CONCR ETE LIMITED                                                                                      capability development and is well placed to add value and
                                                                                                           expand in the future as the market regains momentum through
The Directors have pleasure in presenting the Third Annual Report
                                                                                                           the government infrastructure spending programme and a
of the Company along with the audited Accounts for the year ended
                                                                                                           renewed confidence in the real estate sector.
December 31, 2009.
                                                                                                      3)   CAPITAL
                                                                                                            APITAL
1)      FINANCIAL RESU LTS
          NANCIAL RESU
        FINANC     ESUL
                                                                                                           The Company has increased its paid up Share Capital from
 PART ICU LARS
 PART ICULAR
          LARS                                                          F or the          F or the         Rs. 100 crore to Rs. 200 crore by the issue and allotment of
                                                                   y ear ended       y ear ended           10,00,00,000, 1% Cumulative Redeemable Preference shares of
                                                             December 31, 2009 December 31, 2008           Rs.10 each for cash at par to ACC Limited, the holding company.
                                                                            Rs. Lac                   4)   FUTU R E OUTLOOK
                                                                                                                    OUT
 Sale of products and services &                                                                           The outlook is more optimistic. The demand for RMX from the
 Other income ...................................                       51,502              51,794         commercial and residential segment is expected to pick up in
                                                                                                           Q2, 2010 as overall demand improvement will lead to a
 Loss before Depreciation,
                                                                                                           reduction in the inventory of unsold residential and commercial
 Interest and Tax ..............................                        (2,587)             (7,394)
                                                                                                           premises. In addition to this, residential construction from high-
 Depreciation .....................................                      2,097               1,761         end apartments to affordable / low cost housing is being
                                                                                                           announced and expected to come on stream. In the first half
 Interest ................................................                   5                 446
                                                                                                           of 2010 demand in and around Delhi shall remain buoyant due
 Loss before Tax ................................                       (4,689)             (9,601)        to the necessary completion of infrastructure projects and its
                                                                                                           associated works in time for the start of the Commonwealth
 Provision for Taxation
                                                                                                           Games in October 2010. The demand from infrastructure is
 - Fringe Benefit Tax ........................                               1                  79
                                                                                                           expected to continue to grow across the country during the
 Loss after Tax ....................................                    (4,690)             (9,680)        next three years as the Government’s improvement plans begin
                                                                                                           to be realised.
 Balance brought forward
 from previous year .........................                           (9,681)                 (1)   5)   DI R ECTORS
                                                                                                                   ORS
                                                                                                           DIR ECTOR

 Balance carried to Balance Sheet                                      (14,371)             (9,681)        Mr. Onne van der Weijde has resigned from the Board of
                                                                                                           Directors with effect from October 26, 2009. The Board has
                                                                                                           placed on record its warm appreciation of the valuable services
2)      OPERATIONS
        OPERA                                                                                              rendered by him as Director of the Company.
        The Company has managed the challenges of a contracting
                                                                                                           The Board of Directors have appointed Mr. Ramit Budhraja as
        RMX market to show substantial improvements in profitability.
                                                                                                           an Additional Director with effect from February 2, 2010. As an
        The RMX market was seriously affected in 2009 by the economic
        slowdown related to the real-estate sector demand in the main                                      Additional Director, Mr. Ramit Budhraja holds office upto the
        metros and cities where 90% of the Company’s assets are                                            date of the ensuing Annual General Meeting. Accordingly, the
        located. This resulted in the Company putting on hold its                                          Resolution pertaining to his appointment as a Director of the
        expansion plans and placing focus on consolidation of the                                          Company is included in the Notice of the Annual General
        existing business whilst continuing to grow volumes from the                                       Meeting.
        current asset base as well as from dedicated on site project                                       In accordance with the provisions of the Companies Act, 1956,
        solutions.                                                                                         Mr. J. DattaGupta, retires by rotation and is eligible for
        The numbers of available operating plants increased to 44 from                                     reappointment.
        38 in 2008 as committed capital projects were completed and                                   6)   AU DITORS
                                                                                                                 ORS
                                                                                                              DITOR
        dedicated site and collaboration opportunities were realised.
                                                                                                           M/s. K.S. Aiyar & Co., Chartered Accountants who are the
        In this contracting market, the Sales volumes in 2009 increased                                    Statutory Auditors of the Company, hold office up to the date
        by 6.5% with turnover decreasing marginally at Rs. 513 crore                                       of the ensuing Annual General Meeting and are eligible for re-
        from Rs. 515 crore in the previous year due to market pressure                                     appointment. As required under the provision of Section 224(IB)
        on selling prices. Raw material prices also increased in 2009                                      of the Companies Act, 1956, the Company has obtained written
        but these were more than compensated by better design                                              confirmation from M/s. K. S. Aiyar & Co. that their appointment,
        optimisation resulting in an overall reduction in the raw                                          if made, would be in conformity with the limits specified in the
        material costs.                                                                                    said section. The Members are requested to appoint
        EBITDA losses within the Company were reduced by 65% from                                          M/s. K.S.Aiyar & Co., Chartered Accountants as Auditors of the
        Rs. 74 crore in 2008 to Rs. 26 crore in 2009 through systematic                                    Company for the year 2010 and authorise the Board of Directors
        management of costs and productivity improvement.                                                  to determine their remuneration.

                                                                                                                                                                        137
7)    EN ERGY, TECH NOLO GY AND FOREIGN EXC HANGE
         ERG
      ENER      ECHNOLO     AND FOREIGN EX                                     iii)   that proper and sufficient care has been taken for the
      Energ y Conservation
      Energ Conser
               onserv                                                                 maintenance of adequate accounting records in accordance
                                                                                      with the provisions of the Companies Act, 1956 for
      The Company is not required to disclose particulars relating to                 safeguarding the assets of the Company and for preventing
      conservation of energy, as it is not a scheduled industry under                 and detecting fraud and irregularities,
      Section 217 read with Rule 2 of Companies (Disclosure of
      Particulars in the Report of Board of Directors) Rules, 1988.            iv)    the annual accounts have been prepared on a going
                                                                                      concern basis.
      The Company has set up various processes and procedures to
      ensuring optimum energy utilization.                                             MMITTEE
                                                                               AUDIT COMMITT
                                                                           10) AUDIT COMMITTEE

      Technology Absorption, Adaptation and Innovation
       echnology             Adaptation     Innov                              In compliance with the provisions of Section 292A of the
                                                                               Companies Act, 1956, an Audit Committee of the Board has
      The Company has not acquired any technology for its                      been constituted comprising of the following persons:-
      manufacturing process. However, the technology adopted and
      applied is the latest technology available in the Industry.              Mr. Sunil K. Nayak (Chairman)
                                                                               Mr. Sumit Banerjee
      Foreign Exchange Earnings and Outgo
       oreign Ex       Earnings                                                Mr. J. DattaGupta
                                                                 Rs. Lac
                                                                               During the year under review four Audit Committee Meetings
      Foreign exchange earned                                       Nil        were held.
      Foreign exchange outgo                                      827          Consequent upon the appointment of Mr. Ramit Budhraja as a
                                                                               Director of the Company, Mr. Budhraja has also been appointed
8)    PARTICULARS OF EMPLOYEES
             LARS
       ARTICULAR     EMPLO
                                                                               as Member of the Audit Committee w.e.f. February 2, 2010.
      Information in accordance with the provisions of Section
                                                                                  KNOWLEDGEMENT
                                                                           11) AC KNOWLEDGEMENT
      217(2A) of the Companies Act, 1956 read with Companies
      (Particulars of Employees) Rules, 1975 as amended regarding              The Directors wish to convey their appreciation to their bankers,
      employees is given in Annexure A to the Directors’ Report.               customers and other business associates for the excellent
                                                                               assistance and co-operation received and to ACC Limited, the
9)    DIR ECTORS RESPONSIB I LITY STATEMENT
      DIR ECTOR RESPONSIB
             ORS ESPONSI          ST
                                                                               holding company, for its continued trust and support. The
      To the best of their knowledge and belief and according to the           Directors also thank all the employees of the Company for their
      information and explanation obtained from them, your                     valuable service and support during the year.
      Directors make the following statement in terms of Section
      217(2AA) of the Companies Act, 1956

      i)    that in the preparation of the annual accounts for the year
            ended December 31, 2009, the applicable accounting                                                  For and on behalf of the Board
            standards have been followed along with proper                                             Hans J. Fuchs           Sunil K. Nayak
            explanation relating to material departures, if any,                                     Managing Director            Director
      ii)   that such accounting policies as mentioned in Note 1 of
            the Notes to Accounts have been selected and applied           Registered Office:
            consistently and judgments and estimates have been made        Cement House,
            that are reasonable and prudent so as to give a true and       121, Maharshi Karve Road,
            fair view of the state of affairs of the Company as at         Mumbai 400 020.
            December 31, 2009 and of the loss of the Company for the
            year ended on that date,                                       Mumbai, February 02, 2010




138
ANNEXURE ‘A’ TO DIRECTORS’ REPORT (Para 8)
                                         )


Statement Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and
forming part of Directors’ Report for the year ended December 31, 2009.
Sr .   Name                      Designation                    Remuneration Qualification     Date of             Total   Age in   Last Employment
No.                              & Nature of                        Gross Rs.                  Commence-     Experience     Years
                                 duties                                                        ment of          (years)
                                                                                               Employment
1      Banchhor Anil             Regional Business Head-        ** 5,666,384 B.E.(Civil)       1-Jan-08              25       48    ACC Limited
                                 West & Central
2      Chandar Ravi              Regional Business Head-          3,918,044 B.E.               10-Oct-08             20       42    Larsen & Toubro Limited
                                 North & East
3      Dr.Bhoon K S              Head-Training &                  3,831,813 B.E.,M.Tech.,PHD 21-Jan-08              37        62    Ashok Leyland
                                 Development
4      Dr.Mishra Tanaya          Chief People Officer             5,472,208 PHD, LL.B.         1-Oct-08              17       39    Shopper’s Stop Limited
5      D‘Costa Allwyn            Chief Financial Officer        ** 5,121,132 C.A.              1-Jan-08              26       48    ACC Limited
6      Fuchs Hans                Managing Director               19,995,334 Certificate in                                          PT Hocim Indonesia
                                                                            Management         19-May-08             26       44    TBK(HIL)
7      Kulkarni Anil             Area Business Head             ** 2,439,219 B.E.(Civil),PGD   1-Jan-08              13       39    ACC Limited
8      Kumar Sunil               Head Maintenance                 3,263,641 MBA                5-Nov-08             22        46    Lafarge India Pvt Ltd
9      Mani S Narayanan          General Manager –Audit &       ** 3,165,154 C.A.              1-Jan-08              33       58    ACC Limited
                                 Asset Management
10     Majumdar P R *            Regional Key Account           ** 2,871,965 B.E.              1-Jan-08              27       48    ACC Limited
                                 Manager
11     Malhotra Sumit            Regional Business Head-South     3,641,716 B.Tech, MBA        23-Jan-08             25       48    Demat Trading LLC
12     Rawat Ragesh *            Head- Marketing & Innovation       405,171 B.E.(Civil), MBA   11-Nov-09              8       41    Nitco Limited
13     Roy Debatosh              Head- Regional Key Account       2,828,513 B.E.(Civil)        1-Aug-08              18       43    Dutch MNC
14     Sohail Azhar              Head Operations-Training         3,034,008 BME, MECH          3-Mar-08              21       44    Home Solutions Retails
                                                                                                                                    India Ltd
15     Venugopal Madambath       Area Business Head               2,692,887 M.Sc, PGDHRM 4-Jul-08                    34       55    Dangote Group
16     Verma Ameya K             Head- Procurement                3,142,070 MBA                28-Nov-08             16       40    Asian Paints



Notes :-
           (i)      Gross Remuneration shown above is subject to tax and comprises salary, allowances , incentive, monetary value of perquisites,
                    Company’s contribution to Provident Fund and Officer’s Superannuation Fund.
           ( ii )   In addition to the above remuneration, employees are entitled to Gratuity in accordance with the Company’s rules.
           ( iii ) All the employees have adequate experience to discharge the responsibility assigned to them.
           ( iv ) The nature of employment in all cases is contractual.
           (v)      * indicate that the employee was in service only for part of the year.
           ( vi ) * * indicate that remuneration also includes encashment of balance accumulated privileged leave (upto December 2007) as
                  a result of Company’s revised policy restricting its encashment beyond December 31, 2009, in case of continuing employees
                  transferred from ACC Limited.
                                                                                                                             For and on behalf of the Board
                                                                                                              Hans J. Fuchs                   Sunil K. Nayak
                                                                                                            Managing Director                    Director
Mumbai, February 02, 2010




                                                                                                                                                             139
                                                                                                                       AUDITORS’ REPORT


TO TH E MEMBERS OF ACC CONCR ETE LIMITED
            ERS
        MEMBER          ONCR
                   AC CONC ETE LIMITED                                                   ii)    in the case of the Profit and Loss Account, of the loss
                                                                                                of the Company for the year ended on that date; and
1.    We have audited the attached Balance Sheet of ACC CONCRETE
      LIMITED, as at December 31, 2009, and also the Profit and Loss                     iii)   in the case of the Cash Flow Statement, of the cash
      Account and the Cash Flow Statement for the year ended on                                 flows for the year ended on that date.
      that date, annexed thereto. These financial statements are the                                                            For K. S. AIYAR & CO.
      responsibility of the Company’s management. Our responsibility                                                          Chartered Accountants
      is to express an opinion on these financial statements based
      on our audit.                                                                                                               Raghuvir M. Aiyar
                                                                            Place: Mumbai                                                  Partner
2.    We conducted our audit in accordance with auditing standards          Date: February 02, 2010                           Membership No. 38128
      generally accepted in India. Those Standards require that we
      plan and perform the audit to obtain reasonable assurance             ANN EXU R E TO TH E AU DITORS’ REPORT
                                                                            ANN                   AUDITOR REPORT
                                                                                                        ORS’ EPOR
      about whether the financial statements are free of material           (Referred to in paragraph 3 of our Report of even date)
      misstatement. An audit includes examining, on a test basis,
      evidence supporting the amounts and disclosures in the                (i)    (a) The Company has maintained proper records showing full
      financial statements. An audit also includes assessing the                       particulars including quantitative details and situation of
      accounting principles used and significant estimates made by                     fixed assets.
      management, as well as evaluating the overall financial
                                                                                   (b) A substantial portion of the fixed assets has been physically
      statement presentation. We believe that our audit provides a
                                                                                       verified by the management during the year and in our
      reasonable basis for our opinion.
                                                                                       opinion the frequency of verification is reasonable having
3.    As required by the Companies (Auditor’s Report) Order, 2003                      regard to the size of the Company and the nature of its
      (as amended) issued by the Central Government of India in                        assets. No material discrepancies were noticed on such
      terms of sub-section (4A) of Section 227 of the Companies Act,                   physical verification.
      1956, we enclose in the annexure a statement on the matters
                                                                                   (c)   Fixed assets disposed off during the year were not
      specified in paragraphs 4 and 5 of the said Order.
                                                                                         substantial. According to the information and explanations
4.    Further to our comments in the Annexure referred to in                             given to us, we are of the opinion that the disposal of
      paragraph 3 above, we report that:                                                 fixed assets has not affected the going concern status of
                                                                                         the Company.
      a)   we have obtained all the information and explanations,
           which to the best of our knowledge and belief were               (ii) (a) The inventories have been physically verified during the
           necessary for the purposes of our audit;                                  year by the management. In our opinion, the frequency of
                                                                                     verification is reasonable.
      b)   in our opinion, proper books of account as required by law
           have been kept by the Company, so far as appears from                   (b) The procedures of physical verification of inventories
           our examination of the books;                                               followed by the management are reasonable and adequate
                                                                                       in relation to the size of the Company and the nature of
      c)   the Balance Sheet, Profit and Loss Account and Cash Flow                    its business.
           Statement dealt with by this report are in agreement with
           the books of account;                                                   (c)   In our opinion and according to the information and
                                                                                         explanations given to us, the Company is maintaining
      d)   in our opinion, the Balance Sheet, Profit and Loss Account                    proper records of inventory. The discrepancies noticed on
           and Cash Flow Statement dealt with by this report comply                      verification between the physical stocks and the book
           with the Accounting Standards referred to in sub-section                      records were not material and have been properly dealt
           (3C) of Section 211 of the Companies Act, 1956;                               with in the books of account.
      e)   on the basis of the written representations received from        (iii) (a) As informed, the Company has not granted any loans,
           the directors, as on December 31, 2009, and taken on                       secured or unsecured to companies, firms or other parties
           record by the Board of Directors, we report that none of                   covered in the register maintained under Section 301 of
           the directors of the Company are disqualified as on                        the Companies Act, 1956. Accordingly, sub-clause (b), (c)
           December 31, 2009 from being appointed as a director, in                   and (d) are not applicable.
           terms of clause (g) of sub-section (1) of Section 274 of the
           Companies Act, 1956;                                                    (b) As informed, the Company has not taken any loans, secured
                                                                                       or unsecured from companies, firms or other parties
      f)   in our opinion and to the best of our information and                       covered in the register maintained under Section 301 of
           according to the explanations given to us, the said accounts                the Companies Act, 1956. Accordingly, sub-clause (f) and
           give the information required by the Companies Act, 1956,                   (g) are not applicable.
           in the manner so required and give a true and fair view in
           conformity with the accounting principles generally              (iv)         In our opinion and according to the information and
           accepted in India:                                                            explanations given to us, there is an adequate internal
                                                                                         control system commensurate with the size of the
           i)   in the case of the Balance Sheet, of the state of affairs                Company and the nature of its business for the purchases
                of the Company as at December 31, 2009;                                  of inventory and fixed assets and for the sale of goods and


140
              services. During the course of our audit, no major weakness      (xi)      According to information and explanations given to us the
              has been noticed in the internal control system in respect                 company has not taken any money from any financial
              of these areas, however additional strengthening of                        institution, bank or debenture holder, and hence clause
              internal controls is recommended in area of purchases of                   (4) (xi) is not applicable to the company.
              inventory.
(v)           Based on the Audit procedures performed and according            (xii)     Based on our examination of the records and the
              to the information and explanations given to us there are                  information and explanations given to us, the Company
              no transactions that need to be entered into the register                  has not granted any loans and advances on the basis of
              maintained in pursuance of section 301 of the companies                    security by way of pledge of shares, debentures and other
              Act, 1956. Accordingly sub clause (b) is not applicable                    securities.
(vi)          The Company has not accepted any deposits from the               (xiii)    In our opinion, the Company is not a chit fund or a nidhi /
              public to which the provisions of section 58A, 58AA, or                    mutual benefit fund / society. Therefore, the provisions of
              any other relevant provisions of the Companies Act, 1956                   clause 4 (xiii) of the Order are not applicable to the
              and the Companies (Acceptance of Deposit) Rules 1975                       Company.
              apply.
(vii)         In our opinion, the Company has an internal audit system         (xiv)     In our opinion, the Company is not dealing in or trading in
              commensurate with the size and nature of its business.                     shares, securities, debentures and other investments.
                                                                                         Accordingly, the provisions of clause 4(xiv) of the Order
(viii)        We have been informed that the Company is not required
                                                                                         are not applicable to the Company.
              to maintain cost records under clause (d) of sub-section
              (1) of section 209 of the Companies Act, 1956, which has         (xv)      According to the information and explanations given to
              been relied upon.                                                          us, the Company has not given guarantee for loans taken
(ix) (a) According to the records of the Company, Provident Fund,                        by others from bank or financial institutions.
         Investor Education and Protection Fund, Employees’ State
         Insurance, Income tax, Sales tax, Wealth tax, Service tax,            (xvi)     According to the information and explanations given to
         Custom duty, Excise duty, cess and other material statutory                     us, the Company has not raised any loans during the
         dues applicable to it have been generally regularly                             period.
         deposited during the year with the appropriate authorities.
              According to the information and explanations given to           (xvii)    According to the information and explanations given to
              us, there are no undisputed dues in respect of provident                   us and on an overall examination of the Balance Sheet of
              fund, investor education and protection fund, employees’                   the Company, we report that funds raised on short-term
              state insurance, income-tax, wealth-tax, service tax, sales-               basis aggregating to Rs. 7556.56 lakhs have been partially
              tax, customs duty, excise duty, cess and other statutory                   utilised for financing the cash losses and partially for long-
              dues which were outstanding, at the year end for a period                  term investment in fixed assets.
              of more than six months from the date they became
                                                                               (xviii)   The Company has not made any preferential allotment of
              payable.
                                                                                         shares to parties and companies covered in the register
         (b) According to the records of the Company, Income tax, Sales                  maintained under Section 301 of the Companies Act, 1956.
             tax, Wealth tax, Service tax, Custom duty, Excise duty and
             cess which have not been deposited on account of any              (xix)     The Company has not issued any debentures during the
             dispute, are as follows:                                                    year. Therefore the provisions of clause (xix) of the order
                                                                                         are not applicable to the company.
                                                                  Rs. In Lac

         Name of the   Nature of    Amount       Period to   Forum where       (xx)      The Company has not raised any money by way of public
         statute       dues                      which the   the dispute is              issue during the year. Therefore, the provision of clause
                                                 amount      pending                     (xx) of the order is not applicable to the Company.
                                                 relates

         Karnataka     VAT          14.04        2008        Joint             (xxi)     According to the information and explanations furnished
         VAT Act                                             Commissioner.               by the management, which have been relied upon by us,
                                                                                         there were no frauds on or by the Company noticed or
         U.P VAT Act   VAT          204.07       2009        Joint
                                                                                         reported during the course of our audit except for instances
                                                             Commissioner
                                                             Appeals.                    in the Delhi Area as detailed in Note 13 arising out of
                                                                                         frauds by employees handling purchases which we are
         Entry Tax     Entry Tax    49.20        2009        Allahabad                   informed are not likely to be material.
                                                             High Court.
                                                                                                                                For K. S. AIYAR & CO.
         Royalty       Royalty      12.97        2009        Karnataka
                                                             High Court.                                                      Chartered Accountants

(x)           The Company has been registered for a period of less than                                                         Raghuvir M. Aiyar
              five years hence clause (4) (x) of Companies (Auditor’s          Place: Mumbai                                               Partner
              Report) Order, 2003 (as amended) is not applicable.              Date: February 02, 2010                      Membership No.: 38128


                                                                                                                                                  141
                                                                                                                                     BALANCE SHEET AS AT DECEMBER 31, 2009


                                                                                                                                                                         As at              As at
                                                                                                                                                                  December 31,       December 31,
                                                                                                                                                                         2009               2008

                                                                                                                                          Schedules     Rs. Lac         Rs. Lac            Rs. Lac

SOURC ES OF FU N DS :
SOUR        FU
Shareholders’ Funds
Shareholders’ Funds :
Share Capital .....................................................................................................................          1        20,000.00                         10,000.00
Reserves and Surplus .....................................................................................................                   2            23.71                             23.71
                                                                                                                                                                     20,023.71          10,023.71
Loan Funds :
     Funds
Unsecured Loans .............................................................................................................                3                        6,800.00          11,400.00
TOTAL FU N DS ...................................................................................................................
      FU                                                                                                                                                            26,823.71          21,423.71
APPLICATION OF FU N DS :
APPLICA                  FU
 ixed
Fixed Assets :                                                                                                                               4
Gross Block .........................................................................................................................                 16,732.42                         13,780.61
Less: Accumulated Depreciation ..............................................................................                                          3,712.47                          1,630.35
Net Block .............................................................................................................................               13,019.95                         12,150.26
Capital Work-in-Progress (including Capital Advance) ...................................                                                                104.43                           1,423.78
                                                                                                                                                                     13,124.38          13,574.04
Current Assets, Loans and Advances :
    ent
Curren Assets, Loans                           Advances
Inventories ..........................................................................................................................       5           678.67                            583.00
Sundry Debtors ................................................................................................................              6         7,328.12                          6,088.91
Cash and Bank Balances ..............................................................................................                        7           435.90                            387.14
Other Current Assets .....................................................................................................                   8           124.25                            121.12
Loans and Advances .......................................................................................................                   9         1,544.79                          1,785.57
                                                                                                                                                      10,111.73                          8,965.74
Less : Current Liabilities and Provisions :
           ent
       Curren                  Pro
Current Liabilities ............................................................................................................             10       10,777.36                         10,762.17
Provisions ............................................................................................................................      11           90.93                            147.85
                                                                                                                                                      10,868.29                         10,910.02
    Curren
        ent
Net Current Assets .......................................................................................................                                            (756.56)          (1,944.28)

                Expenditur
                 xpenditure
Miscellaneous Expenditure .....................................................................................                              12                           84.54            112.72
(to the extent not written off or adjusted)
Profit and Loss Account .............................................................................................
Profit             ount
           Loss Accoun                                                                                                                                               14,371.35           9,681.23
TOTAL ASSETS (Net) ......................................................................................................
       SSETS
      ASSET                                                                                                                                                         26,823.71          21,423.71
         Accoun
            ounts
Notes to Accounts ........................................................................................................                   16
The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.
As per our report of even date                                                                                             For and on behalf of the Board of ACC Concrete Limited,
For K. S. AIYAR & CO.                                                                                                      HANS J. FUCHS                 SUNIL K. NAYAK
Chartered Accountants                                                                                                      Managing Director             Director
RAGHUVIR M. AIYAR                                                                                                          ALLWYN D’COSTA                SHEKHAR MODI
Partner                                                                                                                    Chief Financial Officer       Company Secretary
Membership No. 38128

Mumbai, February 2, 2010

142
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED
DECEMBER 31, 2009

                                                                                                                                                                           For the            For the
                                                                                                                                                                       year ended         year ended
                                                                                                                                                                     December 31,       December 31,
                                                                                                                                                                             2009               2008
                                                                                                                                             Schedules     Rs. Lac         Rs. Lac            Rs. Lac

  NCO
I NCOME:

Sale of Products and Services (Net) ........................................................................                                                            51,274.85          51,453.24

Other Income ....................................................................................................................               13                         227.45             340.96
                                                                                                                                                                        51,502.30          51,794.20

EXPEN DITU R E:
      DITU
 XPENDIT

Manufacturing and Other Expenses ......................................................................                                         14       54,089.43                         59,188.51

Depreciation & Amortisation ....................................................................................                                          2,096.91                          1,760.68

Interest .................................................................................................................................      15            4.80                            446.38
                                                                                                                                                                        56,191.14          61,395.57
Loss before Tax ...............................................................................................................
        ore
     befor                                                                                                                                                             (4,688.84)         (9,601.37)

Provision for Taxation
Pro       for axa

Fringe Benefit Tax ...........................................................................................................                                1.28                             78.71
                                                                                                                                                                              1.28             78.71
Loss after Tax ...................................................................................................................
     after                                                                                                                                                             (4,690.12)         (9,680.08)

Balance brought forward from previous year ....................................................                                                                         (9,681.23)             (1.15)

Balance carried to Balance Sheet ........................................................................                                                             (14,371.35)         (9,681.23)

Basic and Diluted Earnings per Share ....................................................................                                                  Rupees            (4.72)           (10.24)

Face value per Share ......................................................................................................                                Rupees            10.00             10.00

         Accoun
            ounts
Notes to Accounts ........................................................................................................                      16




The schedules referred to above and notes to accounts form an integral part of the Profit and Loss Account
As per our report of even date                                                                                                For and on behalf of the Board of ACC Concrete Limited,

For K. S. AIYAR & CO.                                                                                                         HANS J. FUCHS                 SUNIL K. NAYAK
Chartered Accountants                                                                                                         Managing Director             Director

RAGHUVIR M. AIYAR                                                                                                            ALLWYN D’COSTA                 SHEKHAR MODI
Partner                                                                                                                      Chief Financial Officer        Company Secretary
Membership No. 38128

Mumbai, February 2, 2010

                                                                                                                                                                                                143
CASH FLOW STATEMENT FOR THE YEAR ENDED                                                                                      SCHEDULES FORMING PART OF THE
DECEMBER 31, 2009                                                                                                           BALANCE SHEET
                                                                                         For the year       For the year    SC H EDU LE - 1, SHAR E CAPITAL
                                                                                                                            SCHEDULE                 APITAL
                                                                                                                                             SHARE CAPIT                                                                           As at           As at
                                                                                               ended              ended                                                                                                     December 31,    December. 31,
                                                                                        December 31,       December 31,                                                                                                            2009            2008
                                                                                                2009               2008
                                                                                                                                                                                                             Rs. Lac              Rs. Lac         Rs. Lac
                                                                                               Rs. Lac            Rs. Lac
                                                                                                                            AUTHORISED
A.  Cash flow from operating activities                                                                                        100,000,000 Equity Shares of
    1 Net Loss before Tax ......................................                           (4,688.84)          (9,601.37)      Rs. 10 each ....................................................         10,000.00                               20,000.00
Adjustments for :                                                                                                              (Previous year 200,000,000
    2 Depreciation ....................................................                      2,096.91           1,760.68       Equity Shares of Rs. 10 each) ...............
    3 Interest and Dividend Income .................                                           (11.47)            (11.26)      100,000,000 Preference Shares of
    4 Interest Expense ............................................                               4.80            446.38       Rs. 10 each ....................................................         10,000.00                                       -
    5 Stores / Inventory Write off ......................                                        15.63            184.93       (Previous year Nil)
    6 Loss on Sale / Discarded Fixed Assets
                                                                                                                                                                                                                               20,000.00        20,000.00
        (Net) ....................................................................              48.52             937.31
    7 Miscellaneous Expenditure written off                                                     28.18               28.18
    8 Profit on Sale of Investment ....................                                        (1.17)             (18.60)   ISSUED, SUBSCRIBED & PAID UP
    9 Provision for Retirement Benefits ..........                                            (56.92)             (32.46)       100,000,000 Equity Shares of
    10 Provision for Bad and Doubtful Debts                                                   347.78              438.76        Rs. 10 each, fully paid ..............................                  10,000.00                               10,000.00
                                                                                                                                (Previous year 100,000,000 Equity
Operating profit before working capital changes                                            (2,216.58)          (5,867.45)
                                                                                                                                Shares of Rs. 10 each, fully paid)
Adjustments for :
    11 Trade receivables ...........................................                       (1,586.99)          (2,036.52)         100,000,000 1% Cumulative
    12 Inventories ........................................................                  (111.30)            (358.92)         Redeemable Preference Share of
    13 Assets Held for Disposal / Other current                                                                                   Rs. 10 each, fully paid (Refer Note - 8) ....                         10,000.00                                       -
        assets ..................................................................              (3.13)             133.88          (Previous year NIL)
    14 Other receivables ..........................................                           240.78            (207.88)          (All the Shares are held by
    15 Trade payables ................................................                         15.19            6,356.34          ACC Limited, the Holding Company
Cash generated from operations .............................                               (3,662.03)          (1,980.55)         and its nominees)                                                                            20,000.00        10,000.00
    16 Direct Taxes - (net) .......................................                            (1.28)             (78.71)                                                          TOTAL .....                                 20,000.00        10,000.00
    Cash      from opera     activities
Net Cash flow from operating activities ........                                           (3,663.31)         (2,059.26)
B. Cash       flow from investing activities
    17        Purchase of Fixed Assets ............................                        (1,695.77)          (8,386.48)
    18        Purchase of Investments ............................                           (675.07)         (14,784.78)   SC H EDU LE - 2, RESERVES AN D SU R PLUS
                                                                                                                            SCHEDULE         RESER
                                                                                                                                              ESERVES AND SUR PLUS                                                                 As at           As at
    19        Sale / Redemption of Investments ........                                        676.24           14,803.38                                                                                                   December 31,    December. 31,
    20        Purchases of RMX Business ......................                                      -         (10,000.00)                                                                                                          2009            2008
    21        Interest and Dividend received ...............                                    11.47               11.26                                                                                                         Rs. Lac          Rs. Lac
                 inv       activities
Net cash used in investing activities ................                                     (1,683.13)       (18,356.62)     Capital Reserve .............................................................................          23.71            23.71
C.     Cash flow from financing activities                                                                                  {Refer Note-1(III)}
       22 Interest paid ....................................................                   (4.80)           (446.38)                                                                                  TOTAL .....              23.71            23.71
       23 Proceeds from issue of Share Capital ..                                          10,000.00            9,995.00
       24 Repayment of Short term Borrowings
           (Net) ....................................................................      (4,600.00)                   -
       25 Proceeds from Short term Borrowings
           (Net) ....................................................................                -         11,235.00    SC H EDU LE - 3, U NSECU R ED LOANS
                                                                                                                            SCHEDULE           NSECUR
                                                                                                                                             UNSECU       LO                                                                       As at          As at
                                                                                                                                                                                                                            December 31,    December.31,
                           activities
Net cash used in financing activities ...............                                       5,395.20          20,783.62
                                                                                                                                                                                                                                   2009           2008
Net increase / (decrease) in cash and cash
                                                                                                                                                                                                                                  Rs. Lac          Rs. Lac
equivalents ........................................................................            48.76             367.74
                                                                                                                            Short Term Loan ...........................................................................         6,800.00        11,400.00
Cash and cash equivalents - Opening Balance                                                   387.14               19.40
                                                                                                                            (Inter Corporate Deposits from ACC Limited, the
                          - Closing Balance                                                   435.90              387.14
                                                                                                                            Holding Company)

Notes : 1 All figures in brackets are outflow.                                                                                                                                                            TOTAL .....           6,800.00        11,400.00
        2 Previous year’s figures are regrouped / recasted wherever necessary.
        3 Cash and Cash Equivalents is Cash and Bank Balance as per Balance Sheet.

As per our report of even date                            For and on behalf of the Board of ACC Concrete Limited,

For K. S. AIYAR & CO.                                     HANS J. FUCHS                   SUNIL K. NAYAK
Chartered Accountants                                     Managing Director               Director

RAGHUVIR M. AIYAR                                         ALLWYN D’COSTA                  SHEKHAR MODI
Partner                                                   Chief Financial Officer         Company Secretary
Membership No. 38128



Mumbai, February 2, 2010




144
SCHEDULES FORMING PART OF THE BALANCE SHEET
S CH EDU LE - 4, FIXED ASSETS
  CH EDULE              SSETS
                       ASSET
                                                                                                                                                                                                                                                     (Rs. Lac)
                                                                             ROSS BL       AT CO ST
                                                                           G ROSS BL O C K AT CO ST                                           TOTAL DEPRE CI AT ION / AM O RT ISAT ION
                                                                                                                                                    DEPRE CI AT       AM RT ISA                                                          BL
                                                                                                                                                                                                                                    N ET BLO C K
                                                     at
                                                  As at                  Additions/       Deductions/
                                                                                          Deduc tions/                at
                                                                                                                   As at               at
                                                                                                                                    As at                F or the                        On                    Upto                     at
                                                                                                                                                                                                                                     As at               at
                                                                                                                                                                                                                                                      As at
            ASSET
             SSETS
      FIXED ASSETS                           31-12-2008                Adjustment s
                                                                       Adjustment         Adjustment s
                                                                                          Adjustment         31-12-2009       31-12-2008            y ear ended                     Disposal             31-12-2009            31-12-2009       31-12-2008
                                                                                                                                                    31-12-2009
      (a)                                                   (b)                  (c)                (d)               (e)                 (f)                       (g)                       (h)                        (i)            ( j)             (k)
 1 Leasehold Land                                     300.06                         -                   -        300.06               5.50                       5.51                           -                  11.01           289.05           294.56
 2 Buildings                                       3,931.46                  942.65              35.93           4,838.18            502.62                   761.80                        6.05                1,258.37          3,579.81          3,428.84
 3 Machinery and Plant                             7,320.39                1,557.34              75.59           8,802.14            786.18                   924.62                        6.26                1,704.54          7,097.60          6,534.21
 4 Furniture, Fixtures and
   Equipments                                         271.19                  23.38              53.28            241.29              12.89                     14.61                       2.35                    25.15           216.14           258.30
 5 Motor Cars, Trucks, etc.                        1,479.76                   26.68                      -       1,506.44            299.69                   274.31                             -                 574.00           932.44          1,180.07
   (Transit Mixers)
 6 Electric Installations                             468.83                 304.01                1.84           771.00              21.97                     71.63                       0.13                    93.47           677.53           446.86
      Sub Total                                   13,771.69                2,854.06             166.64          16,459.11           1,628.85               2,052.48                       14.79                 3,666.54         12,792.57         12,142.84
 7 Intangible Asset                                       8.92               264.39                      -        273.31               1.50                     44.43                            -                  45.93           227.38              7.42
      Sub Total                                           8.92               264.39                      -        273.31                1.50                    44.43                            -                  45.93           227.38              7.42
      Total                                      13,780.61                 3,118.45             166.64          16,732.42           1,630.35               2,096.91                       14.79                 3,712.47         13,019.95         12,150.26
      Previous Year                                            -          14,683.44             902.83          13,780.61                    -             1,760.68                     130.31                  1,630.35         12,150.26                 -
 8 Capital work-in-Progress
   and Unallocated Capital
   Expenditure {including
   Capital advance Rs. 39.89
   Lac    (Previous     year
   Rs. 403.08 Lac)}                                                                                                                                                                                                                 104.43          1,423.78
Note - Addition during previous year Rs. 14,683.44 Lac is inclusive of Rs. 6336.40 Lac on account of transfer from ACC Limited on 01-01-2008.


SCHEDULE         INVENTORI
                  NVENTOR
SC H EDULE - 5, I NVENTORI ES                                                                                                   SC H EDULE - 7, CA SH AN D BAN K BALANC ES
                                                                                                                                SCHEDULE        CA    AND BAN BALANC
                                                                                                                                                            ANK ALANCES                                                           As at               As at
As Cer tified by the Management
   Cer
     ertified        Management                                                                 As at               As at                                                                                                  December 31,        December 31,
                                                                                                                                                                                                                                  2009                2008
                                                                                         December 31,        December 31,
                                                                                                2009                2008                                                                                                        Rs. Lac             Rs. Lac
                                                                                                                                1.    Cash on Hand ...................................................................             0.99                2.43
                                                                                               Rs. Lac              Rs. Lac     2.    Balances With Scheduled Banks
                                                                                                                                       In Current Account .......................................................                 259.86             384.66
Raw Materials ......................................................                           648.94               566.98
                                                                                                                                       In Fixed Deposit (Against margin money) .........                                          175.00                  -
Stores & Spare Parts and Fuels ....................                                             29.73                16.02             In Fixed Deposit ............................................................                0.05               0.05

                                                     TOTAL .....                               678.67               583.00                                                           TOTAL .....                                  435.90             387.14


                                                                                                                                SC H EDULE - 8, OTH ER CUR R ENT ASSETS
                                                                                                                                SCHEDULE        OT     CUR        SSETS
                                                                                                                                                                 ASSET                                                            As at               As at
                                                                                                                                                                                                                           December 31,        December 31,
                                                                                                                                                                                                                                  2009                2008
                                                                                                                                                                                                                                Rs. Lac             Rs. Lac
SC H EDU LE - 6, SUN DRY DEBTORS
SCHEDULE         SUN DRY DEBTORS                                                                As at               As at
                                                                                         December 31,        December 31,       1.    Accrued Interest ..............................................................              5.30                   -
                                                                                                                                2.    Assets held for Disposal ..............................................                   118.95              121.12
                                                                                                2009                2008
                                                                                                                                                                                     TOTAL .....                                  124.25             121.12
                                                                           Rs. Lac             Rs. Lac             Rs. Lac
SUNDRY DEBTORS (UNSECURED)
                                                                                                                                SC H EDULE - 9, LOANS AN D ADVANC ES
                                                                                                                                SCHEDULE        LO     AND ADVANCES                                                               As at               As at
(a) Over Six Months -                                                                                                           (Unsecured, Considered Good, unless                                                        December 31,        December 31,
                                                                                                                                otherwise stated)                                                                                 2009                2008
      Considered Good ........................................               63.51                                 128.09
                                                                                                                                                                                                               Rs. Lac            Rs. Lac             Rs. Lac
      Considered Doubtful ................................                 786.54                                  438.76
                                                                                                                                1.    Balances With Government Authorities
                                                                           850.05                                  566.85             on Current Accounts ....................................                                    289.75             241.17
Less: Provision made for Bad and                                                                                                2     Sundry Advances And Deposits, etc.
                                                                                                                                      (a) Advances Recoverable in cash or
Doubtful Debts ...................................................         786.54                                  438.76
                                                                                                                                          in kind of for value to be received
                                                                                                63.51              128.09                 Considered Good ...................................                 526.66                                 544.24
                                                                                                                                      (b) Advances and Deposits with
(b) Others - (Considered Good) ..................                                            7,264.61            5,960.82                 Railways, Government Bodies and
                                                                                                                                          Others Considered Good ....................                          702.72                                990.91
                                                    TOTAL .....                              7,328.12            6,088.91
                                                                                                                                                                                                                                1,229.38            1,535.15
                                                                                                                                3     Advance payment against taxes .............                                                  25.66                9.25
Note: Debts considered good includes in respect which the Company holds guarantees
                                                                                                                                                                                         TOTAL .....                            1,544.79            1,785.57
from the bank Rs. 1,299.36 Lac (Previous year Rs. 768.76 Lac)



                                                                                                                                                                                                                                                       145
SCHEDULES FORMING PART OF THE                                                                                   SC H EDU LE - 14, MAN U FACTU R I NG
                                                                                                                SCHEDULE
                                                                                                                AN D OT H ER EXPENSES
                                                                                                                AND OT
                                                                                                                                   ANU CTU
                                                                                                                                  MAN
                                                                                                                              EXPENSES
                                                                                                                                                                                                          For the year
                                                                                                                                                                                                                ended
                                                                                                                                                                                                                          For the year
                                                                                                                                                                                                                                ended
BALANCE SHEET                                                                                                                                                                                            December 31,    December 31,
SCH EDULE - 10, CUR R ENT LIABI LITI ES
SCH EDULE       CUR       LIABI LITI                                                   As at           As at                                                                                                     2009            2008
                                                                                December 31,    December 31,                                                                                                   Rs. Lac         Rs. Lac
                                                                                       2009            2008
                                                                                                                MANU FACTU R I NG AN D
                                                                                                                  ANU CTU              AND
                                                                                      Rs. Lac         Rs. Lac   DIST BUT         EXPENSES
                                                                                                                DISTR I BUT ION EXPENSES
                                                                                                                Purchase of Ready Mixed Concrete .......                                      3,599.18                       3,557.94
Sundry Creditors
                                                                                                                Raw Materials Consumed. .........................                            34,306.99                      35,110.38
Payable to the Holding Company ...............                                        305.96        1,007.69
                                                                                                                Stores & Spare parts Consumed ............                                      111.91                         128.92
Other Sundry Creditors ....................................                        10,091.20        9,463.29
                                                                                                                Labour Expenses Sub contracted ...........                                      741.42                       1,389.52
Sundry Deposits ..................................................                    380.20          291.19    Outbound Freight Charges ........................                             4,209.62                       4,576.54
                                                                                                                (Refer note - 9)
                                                    TOTAL .....                    10,777.36       10,762.17    Pumping and Conveying Charges ..........                                      1,254.17                        1,350.87
                                                                                                                (Refer note - 9)
                                                                                                                Power and Fuel ...............................................                 982.05                         1,162.01
                                                                                                                Repairs to Building .......................................                     10.75                             8.87
                                                                                                                Repairs to Machinery ...................................                       234.24                           239.42
SCH EDULE - 11, PROVISIONS
SCH EDULE       PRO                                                                    As at           As at
                                                                                                                Repairs to Other Items ................................                        336.56                           360.66
                                                                                December 31,    December 31,
                                                                                       2009            2008                                                                                                 45,786.89       47,885.13
                                                                                                                PAYMENTS TO AN D PROVISIONS
                                                                                                                    MENTS          AND PRO
                                                                                      Rs. Lac         Rs. Lac        EMPLO
                                                                                                                FOR EMPLOYEES
Provision for Retirement Benefits ...............                                      90.93          147.85    Salaries, Wages, Dearness Allowance
                                                                                                                and Bonus .........................................................           2,796.82                        2,655.47
                                                    TOTAL .....                        90.93          147.85    Contributions / Provisions to and for
                                                                                                                Provident and Other Funds .......................                              176.62                          244.62
                                                                                                                Workmen and Staff Welfare Expenses                                             303.78                          315.24
                                                                                                                                                                                                              3,277.22        3,215.33
SCH EDULE - 12, MISC ELLAN EOUS EXPEN DITU R E
SCH EDULE        MISCELLAN            XPENDIT
                       ELLANEOUS EXPENDITU                                             As at           As at    ADMI N ISTRATIVE, SELLI NG AN D
                                                                                                                   MIN
                                                                                                                ADMI IST                          SELLING AND
(To the extent not written off or adjusted)                                     December 31,    December 31,               EXPENSES
                                                                                                                OTH ER EXPENSES
                                                                                       2009            2008     Rent .....................................................................    1,571.54                        1,368.43
                                                                                                                Rates and Taxes ..............................................                  215.24                          138.61
                                                                                      Rs. Lac         Rs. Lac
                                                                                                                Insurance ...........................................................            17.68                           27.34
Preliminary Expenses ........................................                          84.54          112.72    Consultancy Services ...................................                        911.48                        2,076.28
                                                                                                                Advertisement ................................................                    0.85                           24.77
                                                    TOTAL .....                        84.54          112.72
                                                                                                                Miscellaneous Expenses written off .....                                         28.18                           28.18
                                                                                                                Provision for Bad and Doubtful Debts ....                                       347.78                          438.76
                                                                                                                Net value of Discarded or
                                                                                                                Dismantling or Scrapped Capital Assets ..                                       176.71                          984.43
SCHEDULES FORMING PART OF THE PROFIT                                                                            Other Expenses ..............................................                 1,755.86                        3,001.25
                                                                                                                                                                                                              5,025.32        8,088.05
AND LOSS ACCOUNT                                                                                                                                                         TOTAL ..                           54,089.43       59,188.51
SC H EDU LE - 13, OT H ER I NCOME
SCHEDULE          OT        NCO
                          INC                                                    For the year    For the year
                                                                                       ended           ended
                                                                                December 31,    December 31,
                                                                                        2009            2008
                                                                      Rs. Lac         Rs. Lac         Rs. Lac
                                                                                                                SC H EDU LE - 15, I NTEREST
                                                                                                                SCHEDULE            NTEREST
                                                                                                                                  INTERES                                                                 For the year    For the year
Other Operating Income .................................                              144.10          311.10                                                                                                    ended           ended
Other Income                                                                                                                                                                                             December 31,    December 31,
Profit on Sale of Investments .......................                   1.17                           18.60                                                                                                     2009            2008
Interest Income ...................................................    11.47                            1.95                                                                                                   Rs. Lac         Rs. Lac
Profit on Sale of Fixed Assets (Net) ...........                       70.71                               -
                                                                                                                On Short Term Borrowings ........................                                                    -         444.07
Dividend from other Investments
                                                                                                                (Short term borrowings from
(Mutual Funds) ....................................................         -                            9.31
                                                                                                                ACC Limited, the Holding Company)
                                                                                       83.35           29.86
                                                                                                                Others .................................................................                          4.80            2.31
                                                       TOTAL ..                       227.45          340.96                                                                TOTAL ..                              4.80         446.38




146
SCHEDULES FORMING PART OF THE BALANCE SHEET AND
PROFIT AND LOSS ACCOUNT
                   NOT         AC OUNT
Schedule - 16, NOTES TO ACCOUNTS       NTS                                                              8 years and 6 years respectively. Buildings, civil cost and
SIGN I FICANT ACCOU NTI NG POLIC I ES AN D NOT ES FORMI NG PART OF T H E
SIGNI FICANT AC OUNT       NTI      POLIC
                                     OLICI    AND NOT        FORMING PAR    ART                         installations are estimated to have useful life of 10 years.
ACCOUNTS FOR TH E YEAR EN DED ON DECEMBER 31, 2009
   OUNT  NTS                    ENDED            EMBER
                                             DECEMB                                                     These assets are depreciated over the useful life on straight
                                                                                                        line method on a pro-rata basis.
1.    (I)                  epara
                         prepar
              Basis of preparation
                                                                                                        The above assets, if transferred from ACC Limited, under
              (i)    The financial statements of the Company are prepared under
                                                                                                        the business purchase agreement, are depreciated over the
                     the historical cost convention on accrual basis of accounting,
                                                                                                        remaining useful life considering the period for which ACC
                     and in accordance with the mandatory accounting standards
                                                                                                        Limited has already used such assets.
                     issued by the Institute of Chartered Accountants of India and
                     referred to in Section 211(3C) of the Companies Act, 1956 and                      Useful life of certain assets is tailored based upon the
                     generally accepted accounting principles in India.                                 commercial agreements and the carrying amount of such
                                                                                                        assets is allocated over their useful life.
              (ii) Financial statements are based on historical cost and are
                     prepared on accrual basis, except where impairment is made                         In case of Plant & Machinery and Electrical installation at
                     and revaluation is carried out.                                                    the Ready Mixed Concrete plants, depreciation has been
                                                                                                        provided on triple shift basis for the entire year even though
              (iii) Accounting policies have been consistently applied by the
                                                                                                        the plants have worked only double and single shifts at
                     Company.
                                                                                                        various times, based on assessment of estimated useful
      (II)             estimates
      (I I) Use of estimates                                                                            life.
              The preparation of financial statements in conformity with generally                      All other assets are depreciated on the straight line method
              accepted accounting principles requires management to make                                at the rates prescribed in Schedule XIV of the Companies
              estimates and assumptions that affect the reported amounts of assets                      Act, 1956, on a pro-rata basis.
              and liabilities and disclosure of contingent liabilities at the date of the
              financial statements and the results of operations during the reporting            (iii) Cost of leasehold land is amortised over the period of lease.
              period end. Although these estimates are based upon management’s              D)   Intangibles
                                                                                                 Intangibles
              best knowledge of current events and actions, actual results could                 Software cost is amortised over a period of three years.
              differ from these estimates.                                                       Impairment
                                                                                            E)   Impairment
      (I I I) During the previous year, the Company had acquired the Ready Mixed
      (II
                                                                                                 An impairment loss is charged to the Profit and Loss Account
              Concrete business from ACC Limited under a Business Transfer
                                                                                                 wherever the carrying amount of an asset exceeds its estimated
              Agreement on a slump sale basis for Rs. 10,000 lac with effect from
                                                                                                 recoverable amount. Previously recognized impairment loss is
              January 1, 2008. After adjusting the value of tangible fixed assets
                                                                                                 further provided or reversed depending on changes in
              acquired of Rs. 7,886 lac, the balance consideration is allocated
                                                                                                 circumstances.
              towards various net current assets and capital reserve as detailed here
              under:-                                                                       F)     xpenditure             onstruction
                                                                                                                         construc
                                                                                                 Expenditure during construction period
                        articulars
                       Par ticulars                                Amount
                                                                   Amount                        In case of new projects expenditure incurred, including trial
                                                                     Rs. Lac                     production expenses net of revenue earned, prior to
                                                                                                 commencement of commercial production are capitalised.
                       Fixed Assets                                7,885.55
                                                                                            G)   Inv estments
                                                                                                 Investments
               Add Current Assets                                  6,723.69
                                                                                                 Current investments are carried at the lower of cost or fair value.
               Less Current Liabilities                            4,585.53
                                                                                                 Long term investments are stated at cost. Provision for
                                   value
                       Net Asset value                          10,023.71                        diminution in the value of long term investments is made only
                       Consideration paid                        10,000.00                       if such a decline is other than temporary.
                       Capital reserve                                 23.71                H)   Leases
      (IV ) SIGN I FICANT ACCOUNTI NG POLICI ES
      (IV) SIGNI FICANT AC OUNT      NTI      POLIC
                                               OLICI                                             Lease payments under operating lease are recognised as an
            A)                 ecognition
                              rec
                  Revenue recognition                                                            expense in the Profit and Loss Account on a straight line basis
                                                                                                 over the lease term.
                   Revenue is recognized to the extent that it is probable that the
                   economic benefits will flow to the Company and the revenue               I)   Inventories
                                                                                                 Inventories
                   can be reliably measured.                                                     Raw materials, fuel, stores and spares are valued at lower of
                  Sale of goods                                                                  cost and net realizable value. However, materials and other items
                   (i)    Revenue is recognised when the significant risks and                   held for use in the production of inventories are not written
                          rewards of ownership of the goods have passed to the                   down below cost if the finished products in which they will be
                          buyer.                                                                 incorporated are expected to be sold at or above cost. Cost is
                                                                                                 determined on a weighted average basis.
                   (ii) Income from jobs and other services rendered is accounted
                          for as per the terms of contract.                                      Net realizable value is the estimated selling price in the ordinary
                                                                                                 course of business, less estimated costs of completion and
                  Interest and Dividend Income
                      terest
                   Inter                      Income                                             estimated costs necessary to make the sale.
                   Interest income is recognised on a time proportion basis taking
                                                                                            J)                         anslation
                                                                                                   oreign currency transla
                                                                                                 Foreign currency translation
                   into account the amount outstanding and the rate applicable.
                   Dividend income is recognized when the shareholders’ right to                 Foreign currency transactions are recorded at the rates of
                   receive dividend is established by the Balance Sheet Date.                    exchange prevailing on the date of transactions. Foreign currency
                                                                                                 monetary items are reported using the closing rate. Non-
            B)         ounting
                   Accoun
                  Accounting of claims
                                                                                                 monetary items which are carried in terms of historical cost
                   i)     Claims receivable are accounted at the time when such                  denominated in a foreign currency are reported using the
                          income has been earned by the Company depending on                     exchange rate at the date of the transaction. Exchange
                          the certainty of receipts. Claims payable are accounted at             differences arising on the settlement of monetary items or on
                          the time of acceptance.                                                reporting Company’s monetary items at rates different from
                   (ii) Claims raised by Government Authorities regarding taxes                  those at which they were initially recorded during the year, or
                          and duties, which are disputed by the Company, are                     reported in previous financial statements, are recognised as
                          accounted based on the merits of each claim.                           income or as expenses in the year in which they arise.
            C)       ixed
                  Fixed assets                                                              K)   Employ
                                                                                                 Employee benefits
                   (i)    Fixed assets are stated at cost of acquisition or construction         (i)    Defined Contribution Plan
                          less accumulated depreciation, impairment losses.                             Contribution to defined contribution plans are recognised
                   (ii) Depreciation                                                                    as expense in the Profit and Loss Account, as they are
                          The useful life of transit mixers and pumps is estimated at                   incurred.


                                                                                                                                                                147
                       Defined Benefit Plan
                    (ii)                                                                                     elated Par
                                                                                                            Rela     arty
                                                                                                    Name of Related Par ty                          ture
                                                                                                                                                   atur      elationship
                                                                                                                                                            Rela
                                                                                                                                                 N ature of Relationship
                       Company’s liabilities towards gratuity, additional gratuity,                  Holcim Bangladesh Limited                   Promoter Group Company of the Holding Company
                       leave encashment, silver jubilee, long service awards, are                    Holcim Group Support Limited                Promoter Group Company of the Holding Company
                       determined using the projected unit credit method as at                       Holcim Singapore Limited                    Promoter Group Company of the Holding Company
                       Balance Sheet date. Actuarial gains / losses are recognized                   Holcim Trading FZCO                         Promoter Group Company of the Holding Company
                       immediately in the profit and loss account. Long term                         Holcim (Lanka) Ltd.                         Promoter Group Company of the Holding Company
                       compensated absences are provided for based on actuarial                      P T Holcim Indonesia Tbk                    Promoter Group Company of the Holding Company
                       valuation.                                                                    Holcim Services (South Asia) Limited        Promoter Group Company of the Holding Company
                 (iii) Long term employee benefit                                                    Holcim Foundation                           Promoter Group Entity of the Holding Company
                       Company’s liability towards silver jubilee and long service                   Holcim Ltd.                                 Promoter Group Company of the Holding Company
                                                                                                     Siam City Concrete Co. Limited              Promoter Group Company of the Holding Company
                       awards is determined using the Projected Unit Credit
                                                                                                     Siam City Cement Company Limited            Promoter Group Company of the Holding Company
                       Method at the Balance Sheet date.
                                                                                                     National Cement Factory                     Promoter Group Company of the Holding Company
           L)    Income taxes
                 Income taxes
                                                                                                        Management Personnel
                                                                                                (B) Key Management Personnel
                 Tax expense comprises of current, deferred and fringe benefit
                 tax. Current income tax and fringe benefit tax is measured at                               elated Par
                                                                                                            Rela     arty
                                                                                                    Name of Related Par ty                          ture
                                                                                                                                                   atur     Rela
                                                                                                                                                             elationship
                                                                                                                                                 N ature of Relationship
                 the amount expected to be paid to the tax authorities in
                                                                                                     Mr. Hans J. Fuchs                           Managing Director from July 01, 2008
                 accordance with the Indian Income Tax Act. Deferred income
                 taxes reflects the impact of current year timing differences                        Mr. Sanjay Bahadur                          Managing Director up to June 30, 2008
                 between taxable income and accounting income for the year and
                 reversal of timing differences of earlier years.                               (C) Transactions with Holding Company
                                                                                                      ansactions               ompany
                                                                                                                              Compan
                 Deferred tax is measured based on the tax rates and the tax
                 laws enacted or substantively enacted at the balance sheet date.                           Particulars                                               For the year       For the year
                 Deferred tax assets are recognised only to the extent that there                                                                                 ended December     ended December
                 is reasonable certainty that sufficient future taxable income will                                                                                      31, 2009           31, 2008
                 be available against which such deferred tax assets can be                                                                                                Rs. Lac            Rs. Lac
                 realised. In situations where the Company has unabsorbed
                                                                                                     1      Purchase of Finished / Unfinished goods                      7,271.42          13,823.18
                 depreciation or carry forward tax losses, all deferred tax assets
                                                                                                     2      Sale of Fixed Assets                                             5.53                  -
                 are recognised only if there is virtual certainty supported by
                                                                                                     3      Reimbursement of Expenses / Cost of Material /
                 convincing evidence that they can be realised against future                               Stores Paid                                                    235.30             225.25
                 taxable profits. Deferred Tax Assets are reviewed at each Balance                   4      Reimbursement of Expenses / Cost of Material /
                 Sheet date.                                                                                Stores Received                                                 84.71             878.62
                   ontingencies Pro
           M) Contingencies / Provisions                                                             5      Receiving of Services - Rent                                        -             156.39
                 A provision is recognised when an enterprise has a present                          6      Investment in the Share Capital of the
                 obligation as a result of past event; it is probable that an outflow                       Company Received                                            10,000.00           9,995.00
                 of resources embodying economic benefit will be required to                         7      Business purchase during the year                                   -          10,000.00
                 settle the obligation, in respect of which a reliable estimate can                  8      Interest on Inter Corporate Deposit paid
                 be made. Provisions are not discounted to its present value and                            during the year                                                      -            444.07
                 are determined based on best estimate required to settle the                        9      Inter Corporate Deposits Received During the year             7800.00           11,835.00
                 obligation at the balance sheet date. These are reviewed at each                    10     Inter Corporate Deposits Liquidated During the year          12,400.00             600.00
                 balance sheet date and adjusted to reflect the current best                         11     Inter Corporate Deposits as at the end of the year            6,800.00          11,400.00
                 estimates. A contingent liability is disclosed, unless the possibility              12     Outstanding balance included in Current
                 of an outflow of resources embodying the economic benefit is                                Liabilities (Net)                                             305.96            1,007.69
                 remote.
                                                                                                (D) Details of Transactions relating to Promoters Group Companies
                                                                                                (D)                          elating
                                                                                                                 ansactions rela        Promoters Group Companies
               REPORT
                EPOR
2. SEGMENT REPORTI NG
                                                                                                            Particulars                                               For the year       For the year
   The Company is operating only in one significant business segment i.e. Ready
                                                                                                                                                                  ended December     ended December
   Mixed Concrete; hence segment information as per Accounting Standard 17 is
                                                                                                                                                                         31, 2009           31, 2008
   not required to be disclosed. The Company is catering only to the need of the
   domestic market; as such there is no reportable Geographical Segments.                                                                                                  Rs. Lac            Rs. Lac
        ELLANEOUS EXPENDITU
   MISCELLAN            XPENDIT
3. MISC ELLAN EOUS EXPEN DITU R E                                                                   (i)      urchase    Finished
                                                                                                            Purchase of Finished / Unfinished goods /
   Share issue expenses is being amortized over a period of 60 months from the                              Stores     Spares
                                                                                                            Stores and Spares                                           4,872.30           2,316.04
   commencement of commercial operations.                                                                   Ambuja Cement Limited                                        4,872.30           2,316.04
     ELAT     PAR DISCLOSUR
               ARTY
4. R ELATED PARTY DISCLOSUR E                                                                       (ii)      eimbursement       expenses     pay
                                                                                                            R eimbursement of expenses paid / pay able                           -            13.33
                                                                                                            P T Holcim Indonesia Tbk                                             -             13.33
        articulars                Fellow Subsidiary Associate Promoter Group
   (A) Particulars of Holding / Fellow Subsidiary / Associate / Promoter Group
       Companies                                                                                    (iii)   Tr aining / Technical Know how /
                                                                                                            Management Fees etc.
                                                                                                            Management Fees etc. *                                        311.96             495.30
                  elated Par
                 Rela     arty
         Name of Related Par ty                    ture
                                                  atur      elationship
                                                           Rela
                                                N ature of Relationship                                     Holcim Group Support Limited                                    24.78             103.30
         ACC Limited                            Holding Company                                             Holcim Services (South Asia) Limited                           174.63             286.60
         Bulk Cement Corporation (India) Ltd.   Fellow Subsidiary Company                                   Holcim Services (Asia) Limited                                 112.55             105.40
         ACC Mineral Resources Limited                                                              (iv)     Outstanding balance included in
         (Formerly The Cement Marketing                                                                      Current Liability
                                                                                                                  ent
                                                                                                             Curren                                                       687.88             514.03
         Company of India Limited)              Fellow Subsidiary Company
                                                                                                     *included in Consultancy Services in Schedule 14
         Lucky Minmat Limited                   Fellow Subsidiary Company
         National Limestone Company
         Private Limited                        Fellow Subsidiary Company from April 20, 2009
                                                                                                                             elating
                                                                                                                 ansactions rela                 eferr
                                                                                                                                                referred                   abov
                                                                                                (E) Details of Transactions relating to persons referred to in item (B) of above
         ACC Machinary Company Limited          Fellow Subsidiary Company upto March 10, 2008               Particulars                                               For the year       For the year
         Alcon Cement Company Pvt. Ltd.         Associate Company of Holding Company                                                                              ended December     ended December
                                                from April 01, 2008                                                                                                      31, 2009           31, 2008
         Ambuja Cement India Private Limited    Promoter Group Company of the Holding Company                                                                              Rs. Lac            Rs. Lac
         Ambuja Cements Limited                 Promoter Group Company of the Holding Company
         Holderind Investments Limited          Promoter Group Company of the Holding Company               Remuneration
         Holcim (India) Private Limited         Promoter Group Company of the Holding Company               Mr. Hans J. Fuchs                                              199.95             122.35
         Holcim Service (Asia) Limited          Promoter Group Company of the Holding Company               Mr. Sanjay Bahaduar                                                 -               4.50



148
5. EARN I NGS PER SHARE - [EPS]
    ARN           SHARE [EPS]                                                                                                 Particulars                                    Gratuity                   Leave
       Particulars                                                          For the year            For the year                                                                                     Encashment
                                                                        ended December          ended December                                                            Funded Non Funded
                                                                               31, 2009                31, 2008
                                                                                                                                                                          Rs. Lac         Rs. Lac           Rs. Lac
       Profit / (Loss) after taxation as per Profit and Loss account
       (Rupees Lac)                                                           (4,690.12)               (9,680.08)   (I I I) Change in obligation during the
                                                                                                                    (II                  obligation
       Less: Preference dividend on 1% Cumulative Redeemable                                                                y ear ended December 31, 2009
       Preference Share Capital (Rupees Lacs)                                        34.68                      -   1       Present value of Defined Benefit Obligation
       Profit / (Loss) after dividend on preference share capital                                                           at the beginning of the year –
       (Rupees Lac)                                                            (4,724.80)              (9,680.08)           (transferred from ACC Limited)                106.05           15.72             79.90
       Weighted average number of Equity shares outstanding                 10,00,00,000              94,538,251                                                           82.90           17.22             65.17
       Basic earnings per Share (Weighted Average) in Rupees                                                        2     Current Service cost                             35.13            0.84             25.84
       (face value - Rs. 10 per share)                                               (4.72)               (10.24)                                                          17.51            0.64             35.06
       (Basic and Diluted earning per share are the same)                                                           3     Interest cost                                     7.19            1.10              5.40
                                                                                                                                                                            5.95            1.34              4.41
6. MANAGERIAL REMU N ERATION
       GERIAL REM ERA
    ANAGER     EMU
   Managerial remuneration (excluding contribution to gratuity fund, provision for leave encashment on              4     Settlement cost                                       -               -              -
                                                                                                                                                                                -               -              -
   retirement and other defined benefits since the same is provided on actuarial basis for the Company as
   a whole) paid / payable to Managing Director/s                                                                   5     Past Service cost                                     -               -              -
                                                                                                                                                                                -               -              -
                                                                            For the year            For the year    6     Employee contributions                                -               -              -
                                                                        ended December          ended December                                                                  -               -              -
                                                                               31, 2009                31, 2008     7     Actuarial (Gains) / Losses                            -               -          39.39
                                                                                    Rs. Lac               Rs. Lac                                                           13.00          (3.48)         (7.65)
                                                                                                                    8     Curtailment loss / (gain)                             -               -         (6.70)
       Managing Directors                                                                                                                                                       -               -              -
       Salaries                                                                     114.00                 74.98    9     Benefit Payments / Payable                      (25.11)          (3.27)       (102.55)
                                                                                                                                                                          (13.31)               -        (17.09)
       Perquisites                                                                   *69.39               *41.63
                                                                                                                    10    Present value of Defined Benefit                123.26           14.39           41.28
       Contributions to Provident and                                                                                     Obligation at the end of the year               106.05           15.72           79.90
       Superannuation Funds                                                           16.56                10.24    (IV)                              year
                                                                                                                    (IV ) Change in assets during the year ended
       Total                                                                      **199.95             **126.85     1     Plan Assets at the beginning of the year –       75.69                 -                -
                                                                                                                          (Formalities to transfer the fund from           82.90                 -                -
   *       The perquisites are valued as per provisions on Income Tax Act, 1961                                           ACC Limited to the Company is in progress)
                                                                                                                    2     Settlements                                          -                 -                -
   ** Being in excess of the minimum remuneration payable in case of inadequacy of profits as per
                                                                                                                                                                               -                 -                -
      Schedule XIII of the Companies Act, 1956, the Company has applied to the Central Government on
      September 5, 2008 and is awaiting approval.                                                                   3     Expected return on plan assets                    5.79                 -                -
                                                                                                                                                                            6.10                 -                -
   EMPLO     ENEFIT
            BEN
7. EMPLOYEE BEN EFIT                                                                                                4     Contributions by employer                        30.36                 -                -
   (a) Defined benefit plans / compensated absences – As per actuarial valuation                                                                                               -                 -                -
       on December 31, 2009.                                                                                        5     Actual benefits paid                             20.70                 -                -
                  Particulars                                              Gratuity                     Leave                                                              13.31                 -                -
                                                                                                     Encashment     6     Actuarial gains / (losses)                       19.54                 -                -
                                                                       Funded Non Funded                                                                                       -                 -                -
                                                                        Rs. Lac          Rs. Lac         Rs. Lac    7     Plan assets at the end of the year              110.68                 -                -
                                                                                                                                                                           75.69                -                 -
   (I)       Expenses recognized in the Statement
                        ecogniz
                       recognized           tement
                                        Statemen
                Profit    Loss for     year
             of Profit & Loss for the year ended                                                                    (V)              categories
                                                                                                                          The major categories of plan assets
             December 31, 2009                                                                                            as a percentage of total plan
                                                                                                                                  centage
                                                                                                                               percen
                                                                                                                          Qualifying Insurance Policy
                                                                                                                          Qualifying Insurance Policy                      100%                  -                -
   1         Current Service cost                                        35.13                0.84        25.84
                                                                         17.51                0.64        35.06           Actuarial
                                                                                                                    ( VI) Actuarial assumptions                            As at December 31, 2009

   2         Interest Cost                                                7.19                1.10          5.40    1     Discount rate                                     7.4%
                                                                          5.95                1.34          4.41    2     Expected rate of return on plan assets              8%
   3         Expected return on plan assets                              (5.79)                  -              -   3     Mortality                                        Indian Assured Lives Mortality
                                                                         (6.10)                  -              -                                                          (1994-96) Modified Ultimate
   4         Actuarial Losses / (gains)                                 (19.54)                -          39.39     4     Turnover rate                                     19%
                                                                          13.00           (3.48)          (7.65)
                                                                                                                    5     Disability                                       5% Allowance for disability
   5         Curtailment loss/ (gain)                                         -                  -          6.70                                                           is made in the mortality rates
                                                                              -                  -             -
   6         Total Expense *                                             16.99              1.94          63.93     (Figures in italics pertain to previous year)
                                                                         30.36            (1.50)          31.82
                                                                                                                    (a) * (I) (6) of the above includes Rs. 0.29 Lac (Previous year Rs. 3.49 Lac) being
   (I I)
   (II)                               ecogniz
                                     recognized
             Net Asset / (Liability) recognized in the                                                                  Gratuity (Funded), Rs. 0.02 Lac (Previous year NIL) being Gratuity (Non-
             Balance Sheet as at December 31, 2009
                               at
                                                                                                                        Funded) and Rs. 0.51 Lac (Previous year Rs. 4.25 Lac) being Leave
   1         Present value of Defined Benefit obligation               (123.26)          (14.39)         (41.28)        Encashment capitalized to the cost of Fixed Assets.
                                                                       (106.05)          (15.72)         (79.90)
   2         Fair value of plan assets                                  110.68                   -              -
                                                                                                                          Amounts recognised as an expense / (income) and included in the Schedule
                                                                         75.69                   -              -         14
   3         Funded status [Surplus / (Deficit)]                        (12.58)          (14.39)         (41.28)    -     Under “Salaries, Wages, Dearness Allowance and Bonus” of Profit and Loss
                                                                        (30.36)          (15.72)         (79.90)          Account are Rs. 1.92 Lac {Previous year Rs. (1.50) Lac} for non funded
   4         Net asset / (liability)                                    (12.58)         (14.39)          (41.28)          Gratuity, Rs. 63.42 Lac (Previous year Rs. 27.57 Lac) for Leave Encashment,
                                                                        (30.36)         (15.72)          (79.90)
                                                                                                                    -     Under “Contributions / Provision to and for Provident and other Funds” of


                                                                                                                                                                                                             149
         Profit and Loss Account is Rs. 16.70 Lac (Previous year Rs. 26.87 Lac) for                                           13. Certain instances of unethical / fraudulent activity by employees in Delhi
         Gratuity (Funded).                                                                                                       Area through collusion with third parties with respect to purchases of raw
                                                                                                                                  materials were noticed by the Management. However, investigations carried
    (b) The estimates of future salary increases, considered in actuarial valuation,
                                                                                                                                  out show that the impact of the same on the Financial Statements is not
        take account of inflation, seniority, promotion and other relevant factors,                                               likely to be material.
        such as supply and demand in the employment market.
                                                                                                                              14. ONTI       LIABI LITI    NOT PROVIDED
                                                                                                                              14 CONTI NGENT LIABI LITI ES NOT PROVI DED FOR
    (c) Basis used to determine expected rate of return on assets
                                                                                                                                 (a) Indemnity, Guarantees given to Banks / Financial Institutions, Government
         The expected rate of return on plan assets is based on market expectation,                                                  Bodies and others Rs. 795.47 Lac (Previous year Rs. 332.09 Lac).
         at the beginning of the period, for return over the entire life of the related
                                                                                                                                 (b) Letter of Credit opened with Banks / Financial Institutions Rs. 134.32 Lac
         obligation.
                                                                                                                                     (Previous year - Rs. 143.58 Lac) for procurement of Raw Materials.
8. During the year the Company has issued 10,00,00,000 1% cumulative
                                                                                                                                 (c) Sales tax, entry tax & other dues Rs. 343.58 lac (Previous year – Rs. 324.13
   redeemable preference shares of Rs. 10 each to the Holding Company for cash
                                                                                                                                     Lac), in respect of this Company has issued Bank guarantee of Rs. 250.82
   at par on August 27, 2009.                                                                                                        Lac (Previous year NIL) which is included in item 1 above.
    The Company has not made provision for dividend payable amounting to Rs.                                                     (d) Claims against the Company not admitted as debt – Royalty Rs. 12.98 Lac
    34.68 Lac during the year (Previous year NIL) towards 1% cumulative                                                              (Previous year – NIL), in respect of this Company has issued Bank guarantee
    redeemable preference shares in absence of profits for the year.                                                                 of Rs. 4.90 Lac (Previous year NIL) which is included in item 1 above.
    The Company has not created a Capital Redemption Reserve towards                                                          15.
                                                                                                                              15 Estimated amount of contracts remaining to be executed on capital account
    redemption of the 1% Cumulative Redeemable Preference Shares, in the                                                          and not provided for (net of advances) Rs. 160.11 Lac. (Previous year Rs.
    absence of profits. The due date of redemption of the same is August 26,                                                      1,154.22 Lac).
    2012.
                                                                                                                              16. During the year the Company acquired and sold the following investments in
9. OPERATI NG LEASE
   OPERA      LEA                                                                                                                 Mutual Funds.
    (a) Future Lease Rental payments
                                                                                                                                  Particulars                                            Face     No. of Units    Purchase Price
         Particulars                                                                          December 31,    December 31,                                                              Value                            Rs. Lac
                                                                                                     2009            2008                                                                  Rs.
                                                                                                    Rs. Lac         Rs. Lac       Birla Cash Plus-Institutional Premium Plan (Growth)      10    2,170,390.09            300.00
    (i) Not Later than one year ....................................................                943.73        3,076.88
                                                                                                                                  Birla Sun Life Liquid Plus-Institutional Growth          10    2,292,663.05            375.07
    (ii) Later than one year and not later than five years .....                                    119.80        1,800.01
                                                                                                                                  Total                                                                                  675.07
    (iii) Later than five years ...........................................................             Nil             Nil

                                                                                                                              17. The pre-operative expenses incurred and transferred to Capital work in
                                                                                                                                        e-opera
                                                                                                                                      pre-oper tive expenses incurred       ansferr
                                                                                                                                                                          transferred    Capital work
    Variable charges in case of Transit Mixers and Pumps are not considered
                                                                                                                                    ogress
                                                                                                                                  progr
                                                                                                                                  progress is as under
                                                                                                                                  Particulars                                                   For the year         For the year
    (b) Outbound Freight Charge of Rs. 4,209.62 Lac (Previous year Rs. 4,576.54 Lac)                                                                                                        ended December       ended December
        include lease rent of Rs. 2,151.91 Lac (Previous year Rs. 2,531.67 Lac) and                                                                                                                31, 2009             31, 2008
        Pumping and Conveying Charges of Rs. 1,254.17 Lac (Previous year Rs. 1,350.87
        Lac) include lease rent of Rs. 1,017.43 Lac (Previous year Rs. 1,026.16 Lac).- (Refer                                                                                                        Rs. Lac              Rs. Lac
        Schedule – 14)                                                                                                            Salary and Allowances                                               19.89               192.62
    (c) General description of leasing arrangement:                                                                               Contribution to Provident and other funds                             1.38               22.81
         (i) Leased Assets: Office and other premises, Pumps and Transit Mixers etc.                                              Workmen and Staff Welfare Expenses                                    2.52               18.28
         (ii) Lease rentals are charged on the basis of agreed terms.                                                             Rent                                                                 8.30               177.02
     AXAT
10. TAXATION                                                                                                                      Insurance                                                             0.99                2.41
    No provision for current tax (other than Fringe Benefit Tax) is made in view of                                               Other Expenses                                                       9.60               114.99
    the losses for the year. Ultimately the tax liability of the Company would be                                                 Total                                                               42.68               528.13
    determined on the basis of its results for the fiscal year ending March 31,
    2010.
                                                                                                                                  Payment     Statutor Auditors
                                                                                                                                                 tutory
                                                                                                                              18. Payment to Statutory Auditors (excluding service tax)
    In view of carried forward losses, the Company has deferred tax assets;                                                       Other Expenses includes payment to Statutory Auditors as given below:
    however, as a matter of prudence and in view of the absence of virtual certainty
    of future taxable income, the same has not been recognized in the financial                                                                                                                 For the year         For the year
    statements.                                                                                                                                                                             ended December       ended December
                                                                                                                                                                                                   31, 2009             31, 2008
11. Other expenses include Rs. 43.75 Lac (Previous year Rs. 454.25 Lac) towards
    settlement and estimated retrenchment compensation for the contractor’s                                                                                                                          Rs. Lac              Rs. Lac
    workers the actual outcome of which is contingent in cases where there are                                                    Audit Fees                                                          16.00                16.00
    ongoing negotiations.                                                                                                         Tax Accounts Audit Fees                                               8.00                8.00
12. Aakash Manufacturing Company Limited has two Ready Mix Concrete plant                                                         For other services (Limited Review etc.)                            15.00                24.20
    in Goa with an annual turnover of Rs. 3,500 Lac. The Company has entered
    into Business collaboration agreement with Aakash Manufacturing Company                                                       Expenses Reimbursed                                                   4.98                2.59
    Limited to market in Goa and nearby area. An “agreement to sell” has been                                                     TOTAL                                                               43.98                50.79
    entered into between the Company and the selling shareholders of Aakash
    Manufacturing Company Limited, under which the Company has an option                                                      19. In the absence of responses to confirmations, the dues on account of Micro,
    to purchase 40% Equity stake in Aakash Manufacturing Company Limited, at                                                      Small and Medium Enterprises, as defined in the Micro, Small, Medium
    a consideration of Rs. 720 Lac, on a mutually agreed dates which shall not                                                    Enterprises Development Act, 2006, to which the Company owes on account
    be later than January 31, 2012. The consideration amount will be increased                                                    of principal amount together with interest are not known and accordingly no
    by the interest charge at 11% per annum and reduced by the dividend related                                                   additional disclosures have been made.
    to the selling shareholders declared by Aakash Manufacturing Company
    Limited during the period of signing of this agreement and exercise of this                                                  The above information regarding Micro, Small and Medium Enterprises has
    option.                                                                                                                      been determined to the extent such parties have been identified on the basis



150
   of information available with the Company. This has been relied upon by the                                                              (D) Purchase of Ready Mixed Concrete
   auditors.
           .
20. Particulars of un-hedged foreign currency exposure as at Balance Sheet date.                                                                                                                              Unit             For the year ended              For the year ended
     articulars Amount
    Particulars Amount                                                                                                                                                                                                         December 31,2009                December 31,2008
    Creditors C H F Rs. 133.47 lac (CHF 2.95 Lac @ closing rate of 1 CHF = Rs.45.18)
    Creditors                                                                                                                                                                                                                  Quantity          Rs. Lac      Quantity          Rs. Lac
                     {Previous year Rs. 215.45 Lac (CHF 4.57 Lac @ closing rate of 1
                     CHF = Rs.47.10)}                                                                                                        Ready Mixed Concrete .....                                   Lac Cubic
               USD Rs. 112.06 lac (USD 2.39 Lac @ closing rate of 1                                                                                                                                       Meters                     1.05 3,599.18                 1.05 3,557.94
                     USD = Rs. 46.89)
                     {Previous year Rs. 100.65 Lac (USD 2.02 Lac @ closing rate of 1
                                                                                                                                            (E) Value of Imports calculated on C.I.F. basis
                     USD = Rs.49.72)}
                                                                                                                                                                                                                               For the year ended              For the year ended
2 1. ADDITIONAL I N FORMATION PURSUANT TO TH E PROVISIONS OF PARAGRAPH
     ADDITIONAL IN FORMA        PURSUANT          PRO             PAR GRAPH
                                                                   ARA                                                                                                                                                         December 31,2009                December 31,2008
               ART
              PAR II      SCH EDULE                 ANI ACT
                                               COMPAN       CT,
     3 & 4 OF PART I I OF SCH EDULE VI TO TH E COMPAN I ES ACT, 1956                                                                                                                                                                 Rs. Lac                         Rs. Lac
   (A) Sales by class of goods (Net)
                                                                                                                                             (i) Raw Material ..............................................................           667.69                         731.17
                                                                    Unit          For the year ended          For the year ended             (ii) Capital Goods ............................................................             4.16                         121.25
                                                                                  December 31, 2009           December 31, 2008
                                                                                                                                                     Total                                                                             671.85                         852.42
                                                                                 Quantity          Rs. Lac    Quantity        Rs. Lac
    (i)     Ready Mixed Concrete                              Lac Cubic Meters       15.06      46,594.05        14.92     46,680.79
    (ii)    Job and Service Rendered                          Lac Cubic Meters        1.95         684.32         0.96        327.05        (F) Expenses incurred in foreign currency (on accrual basis)
    (iii)   Pumping Services Rendered                         —                                    334.79                     747.65
                                                                                                                                                                                                                               For the year ended              For the year ended
    (iv)    Purchased Ready Mixed                                                                                                                                                                                              December 31,2009                December 31,2008
            Concrete                                          Lac Cubic Meters        1.05       3,661.69         1.05      3,697.75
                                                                                                                                                                                                                                       Rs. Lac                        Rs. Lac
            Total                                                                    18.06      51,274.85        16.93     51,453.24
                                                                                                                                             (i)      Traveling Expenses ................................................                6.02                          36.40
   (B) Details of raw materials consumed                                                                                                     (ii)     Technical Know-how paid (net of taxes) .....                                          -                          12.14
                                                                    Unit          For the year ended           For the year ended            (iii)    (Gain) / Loss on Exchange .................................                        7.13                          33.42
                                                                                  December 31,2009             December 31,2008              (iv)     Consultants’ Charges ...........................................                 112.55                         603.31
                                                                                 Quantity          Rs. Lac    Quantity        Rs. Lac        (v)      Training, Seminar Expenses ..............................                         29.21                          90.87
    (i)     Cement ....................................           Lac Tons            4.74      18,849.64         4.69     19,090.26                  Total                                                                            154.91                         776.14
    (ii)    Sand ..........................................       Lac Tons           11.16       4,678.24        10.43      4,902.60
    (iii)   Aggregate ...............................             Lac Tons           16.36       8,279.08        17.14      8,359.05        (G) Value of Imported and indigenous Raw materials, components and spare
    (iv)    Others ......................................         —                              2,500.03                   2,758.47            parts consumed
            Total                                                                               34,306.99                  35,110.38
                                                                                                                                             Materials                              Raw Materials                     Component &           Raw Materials            Component &
                                                                                                                                                                                                                       Spare parts                                    Spare parts
   (C) Licensed and installed capacity, actual production and opening and closing                                                                                                  For the year                      For the year            For the year             For the year
       Stocks                                                                                                                                                                         ended                             ended                   ended                    ended
                                                               *Installed / Rated Capacity               Actual Production                                                      December 31, 2009                 December 31, 2009       December 31, 2008        December 31, 2008
                                                                        per annum                                                                                           Rs. Lac                       %   Rs. Lac               %    Rs. Lac               %     Rs. Lac         %
                                           Unit                                                      For the year        For the year        (i) Imported ..............    665.53                     1.94         -                -   643.72             1.83           -          -
                                                                      As at             As at              ended               ended         (ii) Indigenous ........... 33,641.46                    98.06 1,480.21           100.00 34,466.66            98.17   1,665.35     100.00
                                                                 December          December            December            December                  Total                     34,306.99            100.00        1,480.21     100.00 35,110.38        100.00      1,665.35     100.00
                                                                  31, 2009          31, 2008            31, 2009            31, 2008
    Ready Mixed                       Lac Cubic
    Concrete ...........               Meters                         56.83            53.16                 17.01             15.88    22. Previous year’s figures have been regrouped / restated wherever necessary to
                                                                                                                                            make them comparable with current year’s figures.

   Licensed Capacity per annum not indicated due to the abolition of Industrial                                                         As per our report of even date                             For and on behalf of the Board of ACC Concrete Limited,
   Licensees as per Notification No. 477 (E) dated July 25, 1991 issued under The
   Industries (Development and Regulation ) Act, 1951.                                                                                  For K. S. AIYAR & CO.                                      HANS J. FUCHS                            SUNIL K. NAYAK
                                                                                                                                        Chartered Accountants                                      Managing Director                        Director
   The Company is in the business of manufacturing Ready Mixed Concrete and
   therefore there is no opening and closing stock of finished goods.                                                                   RAGHUVIR M. AIYAR                                          ALLWYN D’COSTA                           SHEKHAR MODI
                                                                                                                                        Partner                                                    Chief Financial Officer                  Company Secretary
                                                                                                                                        Membership No. 38128



                                                                                                                                        Mumbai, February 2, 2010




                                                                                                                                                                                                                                                                                151
                                                               ADDITIONAL INFORMATION PURSUANT TO PART IV OF
                                                                       SCHEDULE VI TO THE COMPANIES ACT, 1956.

                                                          act
                                                     Abstrac       ompany’
                                                                  Company’s General          Profile
                                       Balance Sheet Abstract and Company’s General Business Profile
I.       REGISTRATION DETAI LS
         REGIST             AIL
                         DETAI
         Registration No.       U51909MH2007PLC170646
                                U51909MH2007PLC170646                                      State Code         1 1
         Balance Sheet            3 1        1 2     2 0 0 9
                                 Date       Month      Year
I I.     CAPITAL RAISED DUR I NG TH E YEAR (Amount in Rs. Thousands)
         CAPITAL RAISED DUR                (Amount        Thousands)
         Public Issue                                                                       Rights Issue
                             N I L                                                                             N I L
         Bonus Issue                                                                       Private Placement
                             N I L                                                                1 0 0 0 0 0 0
I I I. POSITION OF MOBLISATION AND DEPLOYMENT OF FUN DS
       POSITION         LISA
                   MOBLIS        AND DEPLO       FUN
       (Amount in Rs. Thousands)
       (Amount        Thousands)
         Total Liabilities                                                                 Total Assets
                3 7 6 9 2 0 0                                                                     3 7 6 9 2 0 0
         Source of Funds
         Source    Funds
         Paid-up Capital                                                                   Reserves & Surplus
                2 0 0 0 0 0 0                                                                              2 3 7 1
         Secured Loans                                                                      Unsecured Loans
                             N I L                                                                     6 8 0 0 0 0
         Application of Funds
         Application    Funds
         Net Fixed Assets                                                                   Investments
                1 3 1 2 4 3 8                                                                                  N I L
         Net Current Assets                                                                Misc. Expenditure
                 ( 7 5 6 5 6 )                                                                             8 4 5 4
         Accumulated Losses
                1 4 3 7 1 3 5
IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands)
       FORMANC
IV. PERFORMANCE      MPAN
                   COMPANY (Amount        Thousands)
    Revenue                                                                                Expenditure
                5 1 5 0 2 3 0                                                                     5 6 1 9 1 1 4
         Profit / (-) Loss Before Tax
         Profit       Loss efor
                              ore                                                          Profit / (-) Loss After Tax
                                                                                           Profit       Loss
     -              4 6 8 8 8 4                                                          -            4 6 9 0 1 2
         Earnings per Share (in Rs.)                                                       Dividend Rate %
                    ( 4 . 7 2 )                                                                                N I L
V.       GENERIC NAME OF TH R EE PRI NCI PAL PRODUCTS/SERVICES OF TH E COMPANY
             ERIC
         GENER NAME               PRI NCI    PRODUCT /SERVIC
                                               ODUCTS    VICES           MPAN
                                                                       COMPANY
         (AS       ONETARY
                 MONETAR ERMS)
         (AS PER MONETARY TERMS)
         Item Code No. (ITC Code)          3 8 2 4 . 2 0
         Product Description            R E A D Y      M I X E D        C O N C R E T E




152
ACC MIN ERAL RESOURCES LIMITED
    MINERAL RESOU
              ESOUR    LIMITED                                                                                                 MINERALS
DIRECTORS’ REPORT
TO TH E MEMBERS OF
             ERS
        MEMBER                                                               3.   MP AMRL (Marki Barka) Coal Company Limited to represent
              ESOUR
    MINERAL RESOU       LIMITED
ACC MIN ERAL RESOURC ES LIMITED                                                   Marki Barka Coal Block, District-Singrauli in the State of
                                                                                  Madhya Pradesh
The Directors have pleasure in presenting the Eighty First Annual
Report, together with the Audited Financial Statements of the                4.   MP AMRL (Morga) Coal Company Limited to represent
Company for the year ended December 31, 2009.                                     Morga IV Coal Block, District-Korba in the State of
              Results
(1) Financial Results                                                             Chhatisgarh

Par ticulars
 articulars                       For the year
                                          year        For the year
                                                              year           The Company shall hold 49% of shareholding of each of these
                                        ended               ended            Associate Companies whereas Madhya Pradesh State Mining
                                 December 31,        December 31,            Corporation Limited will have 51% shareholding in each of the
                                         2009                2008            four Associate Companies as per the terms and conditions set
                                          (Rs.)               (Rs.)          out in their respective Agreements. Various regulatory clearances
                                                                             are in process to develop the aforesaid mines.
Sale of products and services
and Other Income                        465,669             291,413          Since the operation of the Company has not started and in the
                                                                             absence of any trading activity, the other income of Rs. 4,65,669/-
Profit Before Depreciation,                                                  represents the dividend received on investment in mutual funds
Interest and Tax                        161,135             281,444          which is further reduced by administrative expenditure and
                                                                             amortization of miscellaneous expenditure incurred for
Profit Before Tax                       161,135             281,444          increasing the Authorised Share Capital of the Company.

                                                                         (4) I NCR EASE I N PAID UP CAPITAL
                                                                               NCR           AID     APITAL
                                                                                        IN PAI UP CAPIT
Provision for Taxation                        —                   —
                                                                             The Company increased its paid up Share Capital during the
Profit After Tax                        161,135             281,444          year from Rs. 5 Lacs to Rs. 495 Lacs by the further issue and
                                                                             allotment of 4,90,000 Equity Shares of Rs. 100 each for cash at
Balance brought forward                                                      par to ACC Limited, the holding Company. The proceeds from
from previous year                      410,097             128,653          the issue of Share Capital shall be used in development of mines.
                                                                             DIR ECTOR
                                                                                     ORS
                                                                         (5) DI R ECTORS
Balance Carried to
Balance Sheet                           571,232             410,097          Mr. A. Anjeneyan who was appointed as a Director of the
                                                                             Company with effect from October 5, 2005, resigned from the
                     Object
(2) Change of Name & Object Clause                                           Board of Directors of the Company with effect from July 16,
                                                                             2009. The Board has placed on record its appreciation of the
    During the year under review, the Company has changed its                valuable services rendered by Mr A. Anjeneyan as a Director of
    name to ACC Mineral Resources Limited. The Company has also              the Company.
    changed the “Object Clause” of the Memorandum and Articles
                                                                             Mr. K. Ravindran who was appointed as a Director of the
    of Association to enable it to carry on mining related activities.
                                                                             Company with effect from January 22, 2007, resigned from the
    Opera
(3) Operations                                                               Board of Directors of the Company with effect from July 16,
                                                                             2009. The Board has placed on record its appreciation of the
    The Company has entered into four Agreements with Madhya                 valuable services rendered by Mr K. Ravindran as a Director of
    Pradesh State Mining Corporation Limited (MPSMC) for                     the Company.
    development and mining of four coal blocks allotted to MPSMC
                                                                             The Board of Directors has appointed Mr. Sunil Nayak and Mr. T.
    by the Government of India. To represent each coal block
                                                                             N. Tiwari, as Additional Directors of the Company with effect
    separately, following four Associate Companies have been
                                                                             from April 20, 2009 and Mr. Burjor D. Nariman as an Additional
    incorporated with the Registrar of Companies, Madhya Pradesh
                                                                             Director of the Company with effect from January 27, 2010. As
    & Chhatisgarh:
                                                                             Additional Directors, Mr. Nayak, Mr. Tiwari and Mr. Nariman hold
    1.   MP AMRL (Semaria) Coal Company Limited to represent                 office till the date of the forthcoming Annual General Meeting.
         Semaria-Piparia Coal Block, District-Umaria in the State of         Accordingly their candidature for appointment is included at
         Madhya Pradesh                                                      Items 4 to 6 of the Notice.
                                                                             In accordance with the provisions of the Companies Act, 1956,
    2.   MP AMRL (Bicharpur) Coal Company Limited to represent               Mr. Sumit Banerjee retires by rotation and is eligible for
         Bicharpur Coal Block, District-Shahdol in the State of              reappointment.
         Madhya Pradesh


                                                                                                                                           153
MINERALS


           ORS’ ESPONSI
    DIRECTOR RESPONSIB           ST
(6) DIR ECTORS’ RESPONSIB I LITY STATEMENT                                      ERG CONSER
                                                                             ENER     ONSERV          ECH NOLO     ABSORP       AND
                                                                         (9) EN ERGY CONSERVAT ION, T EC H NOLO GY ABSOR PT ION AN D
                                                                             FOREIGN EX          ARN
                                                                                                EAR         AND OUT
                                                                             FOREIGN EXC HANGE EARN I NGS AND OUTGO
      To the best of their knowledge and belief and according to the
      information and explanation obtained by them, your Directors           (i)   Energ y Conservation & Technology Absorption
                                                                                            onserv
                                                                                   Energ Conser            echnology
      make the following statement in terms of section 217(2AA) of
                                                                                   In absence of any manufacturing activity, the information
      the Companies Act, 1956:
                                                                                   under section 217(1)(e) of the Companies Act, 1956 read
      (i)   that in the preparation of the Accounts for the year ended             with Rule 2 of Companies (Disclosure of Particulars in the
            December 31, 2009, the applicable accounting standards                 Report of Board of Directors) Rules, 1988 is Nil.
            have been followed along with proper explanation relating
                                                                             (ii) Foreign exchange and outgo
                                                                                   oreign ex
            to material departures, if any,
                                                                                   The Company has paid an advance of Rs. 21,54,514/- to
      (ii) that such accounting policies as mentioned in Note 1 of
                                                                                   M/s Norwest Corporation, USA towards preparation of
           the Notes to Accounts have been selected and applied
                                                                                   Detailed Project Report for Semaria-Piparia Coal Block.
           consistently and judgments and estimates have been made
           that are reasonable and prudent so as to give a true and            articulars     Employ
                                                                         (10) Par ticulars of Employees
           fair view of the state of affairs of the Company as at
           December 31, 2009 and of the profit of the Company for            The Company has not employed any individual whose
           the year ended on that date,                                      remuneration falls within the purview of the limits prescribed
                                                                             under the provisions of Sec 217 (2A) of the Companies Act,
      (iii) that proper and sufficient care has been taken for the           1956, read with the Companies (Particulars of Employees) Rules,
            maintenance of adequate accounting records in accordance         1975.
            with the provisions of the Companies Act, 1956 for
            safeguarding the assets of the Company and for preventing            KNOWLEDGEMENT
                                                                              ACKNO
                                                                         (11) AC KNOWLEDGEMENT
            and detecting fraud and other irregularities,                    Your Directors take this opportunity to express their appreciation
      (iv) that the Accounts for the year ended December 31, 2009            of the excellent co-operation received from the Madhya Pradesh
           have been prepared on a ‘going concern’ basis.                    State Mining Corporation Limited and the Government of
                                                                             Madhya Pradesh. Your Directors also acknowledge the unstinting
(7) AU DITORS
          ORS
       DITOR                                                                 assistance and support received from ACC Limited, its holding
                                                                             Company and all the employees for their valuable contribution
      M/s. K. S. Aiyar & Co., the existing Auditors have under Section
                                                                             during the year.
      224(IB) of the Companies Act, 1956 furnished the certificate of
      their eligibility for re-appointment. The Members are requested
      to appoint them as Auditors of the Company for the year 2010                                            For and on behalf of the Board
      on a remuneration to be decided by the Board of Directors.                                                              Sumit Banerjee
           COMMITTEE
(8) AU DIT COMMITTEE                                                                                                               Chairman
                                                                         Mumbai, January 27, 2010
      The paid up Share Capital of the Company is less than Rupees       Registered Office:
      Five crore and hence the Company is not required to constitute     Cement House,
      an Audit Committee under the provisions of Section 292A of         121, Maharshi Karve Road,
      the Companies Act, 1956.                                           Mumbai 400 020




154
AUDITORS’ REPORT                                                                                                                       MINERALS


             ERS
        MEMBER                    ESOUR
                     AC MIN ERAL RESOU           ED.
                                            LIMITED
TO TH E MEMBERS OF ACC MIN ERAL RESOU RC ES LIMITED.                                   in the manner so required and give a true and fair view in
(formerly known as ‘The Cement Marketing Company of India
(formerly               Cemen Marketing Compan
                         ement            ompany                                       conformity with the accounting principles generally
Limited’)                                                                              accepted in India:
We have audited the attached Balance Sheet of ACC MINERAL                              i)      in the case of the Balance Sheet, of the state of affairs
RESOURCES LIMITED, as at December 31, 2009, and also the Profit                                of the Company as at December 31, 2009;
and Loss Account and the Cash Flow Statement for the year ended
                                                                                       ii)     in the case of the Profit and Loss Account, of the profit
December 31, 2009 annexed thereto. These financial statements are
                                                                                               of the Company for the year ended on that date; and
the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our                    iii)    in the case of the Cash Flow Statement, of the cash
audit.                                                                                         flows for the year ended on that date.
1.   We conducted our audit in accordance with auditing standards                                                                For K. S. AIYAR & CO.
     generally accepted in India. Those Standards require that we                                                              Chartered Accountants
     plan and perform the audit to obtain reasonable assurance
     about whether the financial statements are free of material                                                                RAGHUVIR M. AIYAR
     misstatement. An audit includes examining, on a test basis,                                                                             Partner
     evidence supporting the amounts and disclosures in the                                                                   Membership No.: 38128
     financial statements. An audit also includes assessing the
     accounting principles used and significant estimates made by        Place: Mumbai
     management, as well as evaluating the overall financial             Date: January 27, 2010.
     statement presentation. We believe that our audit provides a
     reasonable basis for our opinion.
                                                                         ANNEXURE TO THE AUDITORS’ REPORT
2.   As required by the Companies (Auditor’s Report) Order, 2003
                                                                         (Referred to in paragraph 2 of our Report of even date on the
     (as amended) (‘the Order’) issued by the Central Government
                                                                         Accounts for the year ended December 31, 2009 of ACC MINERAL
     of India in terms of sub-section (4A) of Section 227 of the
                                                                         RESOURCES LIMITED)
     Companies Act, 1956, we enclose in the annexure a statement
     on the matters specified in paragraphs 4 and 5 of the said Order.   (i) (ii)             In absence of fixed assets, inventories and sales,
                                                                         and (iv)             clauses 4 (i), (ii) and (iv) are not applicable for the
3.   Further to our comments in the Annexure referred to in
                                                                                              period.
     paragraph 3 above, we report that:
                                                                         (iii)   (a)          As informed, the Company has not granted any loans,
     a)   we have obtained all the information and explanations,
                                                                                              secured or unsecured to companies, firms or other
          which to the best of our knowledge and belief were
                                                                                              parties covered in the register maintained under Section
          necessary for the purposes of our audit;
                                                                                              301 of the Companies Act, 1956. Accordingly, sub-clause
     b)   in our opinion, proper books of account as required by law                          (b), (c) and (d) are not applicable.
          have been kept by the Company, so far as appears from
                                                                                 (b)          As informed, the Company has not taken any loans,
          our examination of the books;
                                                                                              secured or unsecured from companies, firms or other
     c)   the Balance Sheet, Profit and Loss Account and Cash Flow                            parties covered in the register maintained under Section
          Statement dealt with by this report are in agreement with                           301 of the Companies Act, 1956. Accordingly, sub-clause
          the books of account;                                                               (f) and (g) are not applicable.

     d)   in our opinion, the Balance Sheet, Profit and Loss Account     (v)     (a)          Based upon the audit procedures performed and
          and Cash Flow Statement dealt with by this report comply                            according to the information and explanations given to
          with the Accounting Standards referred to in sub-section                            us, there are no contracts or arrangements that need to
          (3C) of Section 211 of the Companies Act, 1956;                                     be entered into the register maintained in pursuance
                                                                                              of section 301 of the Companies Act, 1956. Accordingly,
     e)   on the basis of the written representations received from                           sub-clause (b) is not applicable.
          the directors, as on December 31, 2009, and taken on record
          by the Board of Directors, we report that none of the          (vi)    The Company has not accepted any deposits from the public
          directors of the Company are disqualified as on December               and consequently the directives issued by Reserve Bank of
          31, 2009 from being appointed as a director, in terms of               India, provision of section 58A, 58AA or any other relevant
          clause (g) of sub-section (1) of Section 274 of the                    provision of the Companies Act, 1956, and the Companies
          Companies Act, 1956;                                                   (Acceptance of Deposits) Rules, 1975 with regard to the
                                                                                 deposits accepted from the public are not applicable to the
     f)   in our opinion and to the best of our information and                  Company.
          according to the explanations given to us, the said accounts
          give the information required by the Companies Act, 1956,      (vii)   The Company neither has a paid-up capital and reserves ex-
                                                                                 ceeding Rs. 50 lakhs as at the commencement of the finan-

                                                                                                                                                   155
MINERALS


        cial year, nor does it have an average annual turnover exceed-      (xiii) The Company is not a chit fund or a nidhi / mutual benefit
        ing Rs. 5 crore for the period of three consecutive financial              fund and therefore the provisions pertaining to such class of
        years immediately preceding the financial year and therefore,              companies are not applicable.
        the directions in respect of internal audit are not applicable
                                                                            (xvi) The Company is not dealing or trading in shares, securities,
        to the Company.
                                                                                  debentures and other investments.
(viii) The Company is not a manufacturing company and no cost               (xv)   The Company has not given guarantee for loans taken by
       records have been prescribed under section 209(1)(d) of the                 others from Banks or financial institutions.
       Companies Act, 1956.
                                                                            (xvi) During the year the Company has not raised any term loan.
(ix)    (a)   During the year, there were no employees in the
                                                                            (xvii) According to the information and explanations given to us
              employment of the Company. Accordingly the Provident
                                                                                   and on an overall examination of the Balance Sheet of the
              Fund, Employees’ State Insurance are not applicable to
                                                                                   Company, we report that no funds raised on short-term basis
              the Company. Further, based on our examination of the
                                                                                   have been used for long-term investment.
              records maintained during the year, the Company is not
              liable to make any payments towards Investor Education        (xviii) The Company has not made any preferential allotment of
              Protection Fund, Sales tax, Wealth tax, Custom duty,                  shares to parties and companies covered in the register
              Service tax, Excise duty and Cess. The Company has been               maintained under Section 301 of the Companies Act, 1956.
              depositing Profession Tax and Income tax dues with the
                                                                            (xix) According to the information and explanations given to us,
              appropriate authority and there were no undisputed
                                                                                  no debentures were issued during the year.
              amounts payable thereof which are outstanding, as at
              December 31, 2009 for the period of more than six             (xx)   The Company has not raised any money by way of public issue
              months from the date they became payable.                            during the period. Therefore, the provision of clause (xx) of
                                                                                   the order is not applicable to the Company.
        (b)   According to the records of the Company, there are no
              dues of Income tax, Sales tax, Wealth tax, Service tax,       (xxi) According to the information and explanations furnished by
              Custom duty, Excise duty and Cess which have not been               the management, which have been relied upon by us, there
              deposited on account of any dispute.                                were no frauds on or by the Company noticed or reported
                                                                                  during the course of our audit.
(x)     The Company neither has accumulated losses at the end of
        the financial year nor are cash losses during the financial year,                                                  For K. S. AIYAR & CO.
        therefore the directions in this regard not applicable.                                                          Chartered Accountants

(xi)    The Company has not taken any loans from financial                                                               RAGHUVIR M. AIYAR
        institution and has not issued any debentures.                                                                                Partner
                                                                                                                       Membership No.: 38128
(xii)   The Company has not granted any loans and advances on the
        basis of security by way of pledge of shares, debentures and        Place: Mumbai
        other securities.                                                   Date: January 27, 2010




156
                                                                                                                                                                                                                                      MINERALS
BALANCE SHEET AS AT DECEMBER 31, 2009                                                                                            PROFIT AND LOSS ACCOUNT
                                                                                                                                 FOR THE YEAR ENDED DECEMBER 31, 2009

                                                                                                        As at          As at                                                                                                      For the         For the

                                                                                                December 31,    December 31,                                                                                                   year ended     year ended

                                                                                                        2009           2008                                                                                                  December 31,   December 31,

                                                                    Schedules             Rs.             Rs.              Rs.                                                                                                      2009            2008
                                                                                                                                                                                                   Schedules           Rs.            Rs.              Rs.
SOUR C ES OF FU N DS :
SOUR         FU
                                                                                                                                     CO
                                                                                                                                 I N CO M E :
Shareholders’ Funds :
Shareholders’ Funds
                                                                                                                                 Dividend Received .....................................                                       465,669.00      20,142.00
Share Capital ...............................................          1        49,500,000.00                     500,000.00
                                                                                                                                 Profit on Sale of Investment ................                                                          -     271,271.00
Reserves and Surplus ...............................                   2          571,232.00                      410,097.00
                                                                                                                                                                                                                               465,669.00     291,413.00
                                                                                                50,071,232.00     910,097.00

      Funds
L oan Funds :
                                                                                                                                        DITU
                                                                                                                                   XPENDIT
                                                                                                                                 E XPEN DITU R E :
Unsecured Loans .......................................                3                         1,300,000.00                -
                                                                                                                                 Auditor’s Fee ................................................                 106,000.00                       5,000.00
TOTAL FU N D S ...................................
      FU                                                                                        51,371,232.00    910,097.00
                                                                                                                                 Rates & Taxes ..............................................                            -                       1,700.00

                                                                                                                                 General Charges ........................................                                -                       3,000.00
APPLICAT ION OF FU N DS :
APPLICA         FU
                                                                                                                                 Bank Charges ..............................................                             -                        269.00
  nv estment
I nv estment s ......................................                  4                        43,251,888.00                -
                                                                                                                                 Miscellaneous Expenditure written off                                          198,534.00                               -
Curre nt Assets, Loans and Advances :
Curre nt Assets, Loans     Advances

Cash and Bank Balances ........................                        5          201,281.00                      922,578.00                                                                                                   304,534.00        9,969.00

Loans and Advances .................................                   6        15,717,080.00                       9,294.00     Profit before Ta x
                                                                                                                                 Profit befor
                                                                                                                                           ore                                                                                161,135.00     281,444.00

                                                                                15,918,361.00                     931,872.00     Pro vision for Ta xa tion
                                                                                                                                 Pro        for xa

                                                                                                                                 Current Tax ...................................................                                        -                -
        Curre nt                 Pro
L ess : Curre nt Liabilities and Pro visions :

Current Liabilities ......................................             7         9,079,983.00                      12,275.00     Profit after Ta x .......................................
                                                                                                                                 Profit after                                                                                 161,135.00     281,444.00

Provisions ......................................................      8             9,500.00                       9,500.00     Balance brought forward from
                                                                                                                                 Previous Year ...............................................                                 410,097.00     128,653.00
                                                                                 9,089,483.00                      21,775.00
                                                                                                                                         Carried
                                                                                                                                 Balance Carried to Balance Sheet                                                             571,232.00     410,097.00
    Curre nt
Net Curre nt Assets ..............................                                               6,828,878.00     910,097.00
                                                                                                                                 Basic and Diluted Earnings per Share                                                                0.90          56.29
              Expenditur
               xpenditure
Miscellaneous Expenditure ...........                                  9                         1,290,466.00                -
                                                                                                                                 Face value per Share ................................                                             100.00         100.00
(to the extent not written
                                                                                                                                          Accoun
                                                                                                                                             ounts
                                                                                                                                 Notes to Accounts ...............................                    10
off or adjusted)

TOTAL ASSETS (Net) .............................
       SSETS
      ASSET                                                                                     51,371,232.00    910,097.00      The schedules referred to above and notes to accounts form an integral part of the Profit and Loss
                                                                                                                                 Account
         Accoun
            ounts
Notes to Accounts ...............................                      10                                                        As per our report of even date                           For and on behalf of the Board of ACC Mineral Resources Limited,

                                                                                                                                 For K. S. AIYAR & CO.
The schedules referred to above and notes to accounts form an integral part of the Balance Sheet                                 Chartered Accountants                                                 SUMIT BANERJEE              Chairman
                                                                                                                                                                                                       SUNIL NAYAK                 Director
                                                                                                                                                                                                       DINESH KUMAR SONTHALIA      Company Secretary
As per our report of even date                             For and on behalf of the Board of ACC Mineral Resources Limited,
                                                                                                                                 RAGHUVIR M. AIYAR
For K. S. AIYAR & CO.                                                                                                            Partner
Chartered Accountants                                                   SUMIT BANERJEE                 Chairman                  Membership No. 38128
                                                                        SUNIL NAYAK                    Director
                                                                        DINESH KUMAR SONTHALIA         Company Secretary         Mumbai, January 27, 2010
RAGHUVIR M. AIYAR
Partner
Membership No. 38128

Mumbai, January 27, 2010




                                                                                                                                                                                                                                                   157
MINERALS
CASH FLOW STATEMENT FOR THE YEAR ENDED                                                                             SCHEDULES FORMING PART OF THE
DECEMBER 31, 2009                                                                                                  BALANCE SHEET
                                                                                     For the         For the       SC H EDULE - 1, SHARE CAPITAL
                                                                                                                   SCH EDULE              APITAL
                                                                                                                                   SHARE CAPIT                                                                          As at        As at
                                                                                 year ended      year ended
                                                                                                                                                                                                                   December     December
                                                                               December 31,    December 31,
                                                                                       2009            2008                                                                                                         31, 2009     31, 2008

                                                                                         Rs.                 Rs.                                                                                                          Rs.          Rs.
                                                                                                                   1. AUTHORISED -
                                                                                                                           HORISED
A. Cash flow from operating activities
                                                                                                                      2,000,000 Equity Shares of Rs. 100 each
   1 Net Profit before Tax ......................................                161,135.00       281,444.00
                                                                                                                      (Previous Year 5,000 Equity Shares of
   Adjustments for :
                                                                                                                      Rs. 100 each) ............................................................               200,000,000.00   500,000.00
   2 Interest and Dividend Income ....................                          (465,669.00)      (20,142.00)
   3 Profit on Sale of Investment .......................                                  -     (271,271.00)      2. ISSUED, SUBSCR I B ED & PAI D UP -
                                                                                                                      ISSUED SUBSC
                                                                                                                            ED,   BSCR           AID
                                                                                                                                                PAI UP
     Operating profit before working capital                                                                          495,000 Equity Shares of Rs. 100 each,
     changes                                                                    (304,534.00)       (9,969.00)         fully paid
                                                                                                                      (Previous Year 5,000 Equity Shares of
     Adjustments for :                                                                                                Rs. 100 each, fully paid)
     4 Other receivables .............................................. (15,707,786.00)                     -         (All the Shares are held by ACC Limited,
     5 Trade payables ...................................................  9,067,708.00              5,000.00         the Holding Company and its nominees) ...                                                 49,500,000.00   500,000.00
         Cash      from opera     activities
     Net Cash flow from operating activities                                  (6,944,612.00)       (4,969.00)             TOTAL ...........................................................................     49,500,000.00   500,000.00
B. Cash flow from investing activities
   6 Purchase of Investments ............................... (43,251,888.00)                               -
   7 Sale/Redemption of Investments ..............                         -                      836,714.00       SC H EDULE - 2, RESERVES AN D SUR PLUS
                                                                                                                   SCH EDULE        ESERVES AND SURPLUS
                                                                                                                                   RESER                                                                                As at        As at
   8 Interest and Dividend received ..................            465,669.00                       20,142.00                                                                                                       December     December
   9 Miscellaneous Expenditure ..........................     (1,290,466.00)                               -                                                                                                        31, 2009     31, 2008
                      inv       activities
     Net cash used in investing activities ...... (44,076,685.00)                                856,856.00                                                                                                               Rs.          Rs.
C. Cash flow from financing activities                                                                             Profit & Loss A/c .............................................................                571,232.00    410,097.00
   10 Proceeds from issue of Share Capital ...                                49,000,000.00                    -
   11 Proceeds from Short term Borrowings .                                    1,300,000.00                    -   TOTAL ...................................................................................      571,232.00    410,097.00

                                activities
     Net cash used in financing activities ......                             50,300,000.00                    -
     Net increase/(decrease) in cash and                                                                           SC H EDULE - 3, UNSECUR ED LOANS
                                                                                                                   SCH EDULE        NSECUR
                                                                                                                                   UNSECU     LO                                                                        As at        As at
     cash equivalents .....................................................     (721,297.00)      851,887.00                                                                                                       December     December
     Cash and cash equivalents                                                                                                                                                                                      31, 2009     31, 2008
     - Opening Balance ..................................................        922,578.00        70,691.00
                                                                                                                                                                                                                          Rs.          Rs.
     - Closing Balance ....................................................      201,281.00       922,578.00
                                                                                                                   Short Term Loan                                                                               1,300,000.00            -
Notes : 1 All figures in brackets are outflow
                                                                                                                   (Inter-Corporate Deposits from ACC Limited,
        2 Previous Period’s figures are regrouped / rearranged wherever necessary.
                                                                                                                   the Holding Company)
        3 Cash and Cash Equivalents is Cash and Bank Balance as per Balance
          Sheet.                                                                                                   TOTAL ...................................................................................     1,300,000.00            -
As per our report of even date                         For and on behalf of the Board of
                                                       ACC Mineral Resources Limited,
For K. S. AIYAR & CO.                                                                                              SC H EDULE - 4, I NVESTMENTS
                                                                                                                   SCH EDULE         NVEST
                                                                                                                                   INVES MENTS                                                                          As at        As at
Chartered Accountants                                  SUMIT BANERJEE                    Chairman                                                                                                                  December     December
                                                       SUNIL NAYAK                       Director                                                                                                                   31, 2009     31, 2008
                                                       DINESH KUMAR SONTHALIA            Company Secretary
RAGHUVIR M. AIYAR                                                                                                                                                                                                         Rs.          Rs.
Partner                                                                                                            Quoted:
Membership No. 38128
                                                                                                                   Baroda Pioneer Liquid Fund .......................................                           43,251,888.00            -
Mumbai, January 27, 2010                                                                                           (Market Value @Rs. 10.0063 per unit for
                                                                                                                   43,22,465.685 units aggregating to Rs. 4,32,51,888)
                                                                                                                   TOTAL ...................................................................................    43,251,888.00            -



                                                                                                                   SC H EDULE - 5, CASH AN D BAN K BALANCES
                                                                                                                   SCH EDULE       CA         ANK ALANCES
                                                                                                                                        AND BAN BALANC                                                                  As at        As at
                                                                                                                                                                                                                   December     December
                                                                                                                                                                                                                    31, 2009     31, 2008
                                                                                                                                                                                                                          Rs.          Rs.
                                                                                                                   1. Cash on Hand ..........................................................                         580.00             -
                                                                                                                   2. Balances With Scheduled Banks
                                                                                                                      In Current Account ................................................                         200,701.00    922,578.00

                                                                                                                          TOTAL ...........................................................................       201,281.00    922,578.00




158
                                                                                                                                                                                        MINERALS
SCHEDULES FORMING PART OF THE                                                                                                  SCHEDULES FORMING PART OF THE BALANCE
BALANCE SHEET                                                                                                                  SHEET AND PROFIT AND LOSS ACCOUNT
                                                                                                                                                   NOT
                                                                                                                               Schedule –10, NOTES TO ACCOU NTSAC OUNT NTS
  CH EDULE       LO     AND ADVANCES
S CH EDU LE - 6, LO ANS AN D ADVANCES -                                                                   As at        As at
(Unsecured, Considered Good, unless                                                                  December     December     SIGNI FICANT ACCOUNTI NG POLICI ES AND NOTES FORMING PART
                                                                                                                               SIGNI FICANT AC OUNT       NTI    POLIC
                                                                                                                                                                  OLICI AND NOT FORMING PAR          ART
otherwise stated)                                                                                     31, 2009     31, 2008    OF T H E ACCOU NTS FOR TH E YEAR EN DED ON DEC EMBER 31,
                                                                                                                                           AC OUNT  NTS                    ENDED         DECEMB
                                                                                                                                                                                             EMBER
                                                                                            Rs.             Rs.          Rs.   2009
1      Advances Recoverable in cash                                                                                                                      epara
                                                                                                                                                      prepar
                                                                                                                               1. (I) Basis of preparation
       or in Kind or for value to be                                                                                                       (i) The financial statements of the Company are prepared
       received Considered Good                                                                                                                  under the historical cost convention on accrual basis
       (a) Advances to Associate                                                                                                                 of accounting, and in accordance with the mandatory
           Companies ...........................                    13,230,798.00                                          -                     accounting standards issued by the Institute of
       (b) Advance to others ............                             2,477,782.00                                         -                     Chartered Accountants of India and referred to in
                                                                                                                                                 Section 211(3C) of the Companies Act, 1956 and
                                                                                                  15,708,580.00            -
2      Advance Payment
                                                                                                                                                 generally accepted accounting principles in India.
       Against Taxes                                                                                                                       (ii) Financial statements are based on historical cost and
       (a) Advance Tax ........................                                                        8,500.00    8,500.00                      are prepared on accrual basis, except where
                                                                                                                                                 impairment is made and revaluation is carried out.
       (b) Tax Deducted at source
            on fixed deposits .............                                                                   -      794.00                (iii) Accounting policies have been consistently applied by
                                                                                                                                                 the Company.
       TOTAL .............................................                                        15,717,080.00    9,294.00
                                                                                                                                   (II)              estimates
                                                                                                                                   (I I) Use of estimates
                                                                                                                                           The preparation of financial statements in conformity with
SCH EDU LE - 7, CUR R ENT LIABI LITI ES
SCH EDULE       CUR       LIABI LITI                                                                      As at        As at               generally accepted accounting principles requires
                                                                                                     December     December                 management to make estimates and assumptions that
                                                                                                      31, 2009     31, 2008                affect the reported amounts of assets and liabilities and
                                                                                                            Rs.          Rs.               disclosure of contingent liabilities at the date of the
                                                                                                                                           financial statements and the results of operations during
Sundry Creditors                                                                                                                           the reporting period end. Although these estimates are
Payable to the Holding Company ...........................                                         8,735,261.00            -               based upon management’s best knowledge of current
Other Sundry Creditors ................................................                              13,775.00        4,275                events and actions, actual results could differ from these
Other Liabilities ...............................................................                   330,947.00        8,000
                                                                                                                                           estimates.
                                                                                                                                   (II SIGNI FICANT AC OUNT        NTI       OLICI
                                                                                                                                                                           POLIC
                                                                                                                                   (I I I) SIGNI FICANT ACCOUNTI NG POLICI ES
TOTAL ...................................................................................          9,079,983.00   12,275.00
                                                                                                                                                            rec
                                                                                                                                                             ecognition
                                                                                                                                           A) Revenue recognition
                                                                                                                                                 Dividend
SCH EDU LE - 8, PROVISIONS
SCH EDULE       PRO                                                                                       As at        As at                     Dividend income is recognised on actual receipt basis.
                                                                                                     December     December                       Investments
                                                                                                                                           B) Investments
                                                                                                      31, 2009     31, 2008
                                                                                                                                                 Current investments are carried at the lower of cost
                                                                                                            Rs.          Rs.                     or fair market value. There is no long term investment.
Provision for Taxation ...................................................                             9,500.00    9,500.00                                            ansaction
                                                                                                                                                  oreign currency transac
                                                                                                                                           C) Foreign currency transaction
TOTAL ...................................................................................              9,500.00    9,500.00                      Foreign currency transactions are recorded at the rates
                                                                                                                                                 of exchange prevailing on the date of transactions.
                                                                                                                                                 Foreign currency monetary items are reported using
SCH EDU LE - 9, MISCELLAN EOUS EXPEN DITU R E
SCH EDULE            ELLANEOUS EXPENDITU
                MISCELLAN           XPENDIT                                                               As at        As at
                                                                                                                                                 the closing rate. Non-monetary items which are
(To the extent not written off or adjusted)                                                          December     December                       carried in terms of historical cost denominated in a
                                                                                                      31, 2009     31, 2008                      foreign currency are reported using the exchange rate
                                                                                                            Rs.          Rs.
                                                                                                                                                 at the date of the transaction. Exchange differences
                                                                                                                                                 arising on the settlement of monetary items or on
Expenses incurred for increase in                                                                                                                reporting company’s monetary items at rates different
Authorised Share Capital ............................................                                1,489,000             -                     from those at which they were initially recorded
Less: Amortized during the year .............................                                          198,534             -                     during the year, or reported in previous financial
TOTAL ...................................................................................          1,290,466.00            -
                                                                                                                                                 statements, are recognised as income or as expenses
                                                                                                                                                 in the year in which they arise.
                                                                                                                                                 Income taxes
                                                                                                                                           D) Income taxes
                                                                                                                                                 Tax expense comprises of current and deferred tax.
                                                                                                                                                 The deferred tax charge or credit is recognized using
                                                                                                                                                 current tax rates. Where there is unabsorbed
                                                                                                                                                 depreciation or carry forward losses, deferred tax
                                                                                                                                                 assets are recognized only if there is virtual certainty
                                                                                                                                                 of realization of assets.

                                                                                                                                                                                                    159
MINERALS


      Other deferred tax assets are recognized only to the extent           Name of Related Party
                                                                                      Rela      arty
                                                                                        elated Par                   N ature of Relationship
                                                                                                                        ture
                                                                                                                       atur      elationship
                                                                                                                                Rela
      there is reasonable certainty of realization in future. Deferred
                                                                            P T Holcim Indonesia Tbk                 Promoter Group Company    of
      tax assets / liabilities are reviewed as at each balance sheet
                                                                                                                     the Holding Company
      date.
                                                                            Holcim Services (South Asia) Limited     Promoter Group Company    of
2.    MISCELLANEOUS EXPENDITU R E
          ELLANEOUS EXPENDITU
      MISCELLAN      XPENDIT
                                                                                                                     the Holding Company
      Expenses incurred in connection with increase in Authorised
                                                                            Holcim Foundation                        Promoter Group Entity     of
      Share capital amounting to Rs. 14,89,000/- is being amortized
                                                                                                                     the Holding Company
      over a period of five years commencing from year 2009.
                                                                            Holcim Ltd.                              Promoter Group Company    of
3.    TAXATION
       AXAT
                                                                                                                     the Holding Company
      No provision for current tax is made in view of the profit            Siam City Concrete Co. Limited           Promoter Group Company    of
      comprising of dividend received which is exempt from income                                                    the Holding Company
      tax and ultimately the tax liability of the Company, if any, would
      be determined on the basis of its results for the fiscal year         Siam City Cement Company Limited         Promoter Group Company    of
      ending March 31, 2010.                                                                                         the Holding Company
4.    R ELATED PARTY DISCLOSUR E
        ELAT    ARTY
               PAR DISCLOSUR                                                National Cement Factory                  Promoter Group Company    of
                                                                                                                     the Holding Company
           articulars    Holding/ Associate Promoter Group
      (A) Particulars of Holding/ Associate / Promoter Group
          Companies                                                                    ansactions               ompany
                                                                                                               Compan
                                                                                (B) Tr ansactions with Holding Company
             elated Par
            Rela     arty
 Name of Related Party                       ture
                                           atur     Rela
                                                     elationship
                                         N ature of Relationship
                                                                                   articulars
                                                                                 P ar ticulars                      For the year
                                                                                                                            year             year
                                                                                                                                     For the year
 ACC Limited                             Holding Company                                                                  ended            ended
 Bulk Cement Corporation (India) Ltd.    Fellow Subsidiary Company                                                 December 31,     December 31,
 ACC Concrete Limited                    Fellow Subsidiary Company                                                         2009             2008
                                                                                                                             Rs.              Rs.
 Lucky Minmat Private Limited            Fellow Subsidiary Company
 National Limestone Company              Fellow Subsidiary Company          1    Inter Corporate
 Pvt. Limited                                                                    Deposits Received
                                                                                 During The Year                       13,00,000                -
 Alcon Cement Company Pvt. Ltd.          Associate of the Holding
                                         Company                            2    Inter Corporate
 MP AMRL (Semaria) Coal Company          Associate Company                       Deposits as at the
 Limited                                                                         end of the Period                     13,00,000                -
 MP AMRL (Bicharpur) Coal Company        Associate Company                  3    Advance for
 Limited                                                                         Expenses Received                    1,00,00,000               -
 MP AMRL (Marki Barka) Coal              Associate Company                  4    Re-imbursement of
 Company Limited                                                                 expenses (Net)                        12,64,739                -
 MP AMRL (Morga) Coal Company            Associate Company                  5    Outstanding balance
 Limited                                                                         included in Current
 Ambuja Cement India Private Limited     Promoter Group Company of               Liabilities (Net)                     87,35,261            3,000
                                         the Holding Company
 Ambuja Cements Limited                  Promoter Group Company of         5.   EARN I NGS PER SHARE - [EPS]
                                                                                 ARN           SHARE [EPS]
                                         the Holding Company                  articulars
                                                                            P ar ticulars                           For the year
                                                                                                                            year             year
                                                                                                                                     For the year
 Holderind Investments Limited           Promoter Group Company of                                                        ended            ended
                                         the Holding Company                                                       December 31,     December 31,
 Holcim (India) Private Limited          Promoter Group Company of                                                         2009             2008
                                         the Holding Company                                                                 Rs.              Rs.
 Holcim Service (Asia) Limited           Promoter Group Company of          Profit / (Loss) after taxation
                                         the Holding Company                as per Profit and Loss Account              1,61,135         2,81,444
 Holcim (Bangladesh) Limited             Promoter Group Company of          Weighted average number of
                                         the Holding Company                Equity shares outstanding                   1,78,178            5,000
 Holcim Group Support Limited            Promoter Group Company of          Basic earnings per Share
                                         the Holding Company                (Weighted Average) in Rupees
 Holcim Singapore Limited                Promoter Group Company of          (face value - Rs. 100 per share)                0.90            56.29
                                         the Holding Company
 Holcim Trading FZCO                     Promoter Group Company of              (There are no diluted equity shares and hence there is no
                                         the Holding Company                    working for diluted earning per share)
 Holcim (Lanka) Ltd.                     Promoter Group Company of
                                         the Holding Company

160
                                                                                                                                                           MINERALS


6.   During the year, the Company acquired and sold the following units               9.    Payment made in foreign currency
                                                                                              yment          oreign currency
                                                                                                            for
     of its investment in Baroda Pioneer Liquid Fund.                                       An advance of Rs. 21,54,514/- has been made to M/s Norwest
      Description          Face Value        No. of Units
                                             No.                 Amount (Rs.)
                                                                 Amount                     Corporation, USA towards preparation of Detailed Project Report
      Redemption of                                                                         of Semaria-Piparia Coal Block.
      Investment               10.0063         619609.646             62,00,000       10. Additional information pursuant to the provisions of paragraph
7.   Payment to Statutory Auditors:
                                                                                          3 & 4 of the part II of schedule VI to the Companies Act, 1956 is
                                                                                          not applicable in absence of any trading activity.
          rticulars
      P a r ticulars                                  year
                                             F or the year                 year
                                                                  F or the year
                                                    ended                ended        11. Previous year’s figures have been regrouped/ rearranged
                                            December 31,         December 31,             wherever necessary to make them comparable with current
                                                     2009                 2008            year’s figures.
                                                       Rs.                  Rs.       As per our report of even date   For and on behalf of the Board of
      Audit Fees                                      50,000               5,000                                       ACC Mineral Resources Limited,
      For other services                                                              For K. S. AIYAR & CO.
      (Limited Review etc.)                           56,000                     -    Chartered Accountants            SUMIT BANERJEE                   Chairman
                                                                                                                       SUNIL NAYAK                      Director
      Expenses Reimbursed                                  -                     -                                     DINESH KUMAR SONTHALIA           Company Secretary
                                                                                      RAGHUVIR M. AIYAR
      TOTAL                                       1,06,000                5,000       Partner
                                                                                      Membership No. 38128
8.   Transactions with Associate Companies
       ansactions      Associate Companies
     The company has entered into four agreements with Madhya                         Mumbai, January 27, 2010
     Pradesh State Mining Corporation Limited (MPSMC) for development
     of four coal blocks allotted to MPSMC by Government of India. To
     represent each block separately, four associate companies have been
     incorporated with Registrar of Companies, Madhya Pradesh and as
     per the respective agreements; the Company shall hold 49% of
     shareholding of each of the associate companies. The Company has
     incurred Rs. 1,32,30,798/- towards incorporation, pre-operative cost
     and other administrative expenses of these associate companies
     which is shown as loans and advances to these companies. As per
     the provisions contained in the agreement, advances pertaining to
     incorporation and pre-operative expenses shall be adjusted against
     issue of Equity shares by the associate companies. The details are
     as follows:
      Name of            E xpenses         Balance        Amount
                                                          Amount      Additional
      Associat e
      Associat            incurre d
                          incurre     outstanding            to be       Amount
                                                                         Amount
      c ompanies                               year
                                       a t the year      adjusted        roposed
                                                                       P roposed
                                               end         against           to be
                                                          issue of        nv
                                                                        i nv ested
                                                            Equity     in Equity
                                                            Share
                                                            Share s        Share
                                                                           Share s
                               Rs.              Rs.            Rs.              Rs.
      MP AMRL
      (Semaria)
      Coal Company
      Limited            32,93,032       32,93,032       32,58,510      16,41,490
      MP AMRL
      (Bicharpur)
      Coal Company
      Limited            33,13,322       33,13,322       32,58,510      16,41,490
      MP AMRL
      (Marki Barka)
      Coal Company
      Limited            33,12,222       33,12,222       32,58,510      16,41,490
      MP AMRL
      (Morga)
      Coal Company
      Limited            33,12,222       33,12,222       32,58,510      16,41,490
      Total            1,32,30,798    1,32,30,798      1,30,34,040    65,65,960



                                                                                                                                                                       161
MINERALS                                        ADDITIONAL INFORMATION PURSUANT TO PART IV OF
                                                             FORMA
                                                ADDITIONAL INFORM       PURSUANT      PART
                                                       SCHEDULE               MPAN
                                                                            COMPANI ACT,
                                                       SCH EDULE VI TO TH E COMPANI ES ACT, 1956.
                                                     act
                                                Abstrac       ompany’
                                                             Company’s General          Profile
                                  Balance Sheet Abstract and Company’s General Business Profile
I.        egistra
         Registration Details
         Registration No.     U10100MH1930PLC001612
                              U10100MH1930PLC001612                                   State Code      1 1
         Balance Sheet            3 1     1 2    2 0 0 9
              raised           year (Amount     upees)
                                               Rupees
I I. Capital raised during the year (Amount in Rupees)
     Public Issue                                                                     Rights Issue
                           N I L                                                                        N I L
         Bonus Issue                                                                  Private Placement
                           N I L                                                         4 9 0 0 0 0 0 0
I I I. Position of Mobilisation and deployment of Funds (Amount in Rupees)
                     Mobilisation        yment
                                    deploymen     Funds (Amount     upees)
                                                                   Rupees
       Total Liabilities                                                              Total Assets
            6 0 4 6 0 7 1 5                                                              6 0 4 6 0 7 1 5
         Source of Funds
         Source    Funds
         Paid-up Capital                                                              Reserves & Surplus
            4 9 5 0 0 0 0 0                                                                    5 7 1 2 3 2
         Secured Loans                                                                Unsecured Loans
                           N I L                                                            1 3 0 0 0 0 0
         Application of Funds
         Application    Funds
         Net Fixed Assets                                                             Investments
                           N I L                                                         4 3 2 5 1 8 8 8
         Net Current Assets                                                           Misc. Expenditure
               6 8 2 8 8 7 8                                                                1 2 9 0 4 6 6
         Accumulated Losses
                           N I L
IV. Performance of Company (Amount in Rupees)
IV. erf             ompany
                   Compan (Amount     Rupees
                                       upees)
    Income                                                                            Expenditure
                  4 6 5 6 6 9                                                                  3 0 4 5 3 4
         Profit/Loss before Tax                                                       Profit/Loss after Tax
     +            1 6 1 1 3 5                                                     +            1 6 1 1 3 5
         Earning per share in Rs.                                                     Dividend rate %
                         0 . 9 0                                                                        N I L
V. Generic Name of Three Principal Products / Services of the Company
                    Three            oducts Services
                                   Produc                      ompany
                                                              Compan
           monetary terms)
   (as per monetary terms)
              Code No. (ITC Code)
         Item Code No. (ITC Code)                       N I L



162
BULK CEMENT CORPORATION (IN DIA) LIMITED
               ORP
BULK CEMENT COR ORA     (IN      LIMITED
DIRECTORS’ REPORT
TO TH E MEMBERS OF
        MEMBER
            ERS                                                                                                 FORM “A”
                                                                                                                     “A
BULK CEMENT CORPORATION (IN DIA) LIMITED
              ORP
BULK CEMENT COR ORA     (IN      LIMITED
                                                                             Form for Disclosure of Particulars with respect to Conservation of
1    The Directors hereby present their Eighteenth Annual Report             Energy, Power and Fuel Consumption:
     on the business and operations of the Company and the Audited
                                                                              PA RT ICU L A RS
                                                                                 RT ICUL RS                             year                year
                                                                                                               F or the year ended F or the year ended
     Accounts for the year ended December 31, 2009.
                                                                                                               December 31, 2009 December 31, 2008
2    FINANCIAL RESU LTS
       NANCIAL RESU
     FINANC     ESUL
                                                                              1. Electricity
     PARTICULARS                 For the year ended    For the year ended         a. Units Purchased KWH                  2524440             2305774
                                 December 31, 2009     December 31, 2008              Total Amount (Rs. Lac)                141.19              113.08
                                                                                       Rate/Unit in Rs./KWH                   5.59                4.90
                                             Rs. Lac    Rs. Lac    Rs. Lac        b. Own Generation                           798                  Nil

Sale of Products, Services and                                                2. Consumption /
Other Income                                1202.89               1320.93        Unit of Production
Profit Before Tax                           (195.69)              (101.41)       Electricity (Unit/MT)                        3.10                3.03

Provision for Taxation                                                       Disclosure of particulars with respect to Foreign Exchange Earning and
- Current Tax                       3.00                 12.03               Outgo

- Deferred Tax                    (91.32)               (61.84)               PARTICU LARS
                                                                               ARTICULAR
                                                                                      LARS                             year               year
                                                                                                               For the year ended For the year ended
                                                                                                               December 31, 2009 December 31, 2008
                                                                                                                             2009               2008
- Fringe Benefits Tax               0.21                  0.90
                                             (88.11)               (48.91)    Foreign Exchange Earning
                                                                              and Outgo
Profit after Taxation                       (107.58)               (52.50)    Foreign Exchange earned                          Nil                 Nil
Balance brought forward                     1100.81               1153.31     Earned Foreign Exchange used                     Nil                 Nil
from previous year
                                                                             The Company has not entered into any technology transfer agreement.
Balance carried forward to                                                   6.   PARTICULARS OF EMPLOYEES
                                                                                         LARS
                                                                                   ARTICULAR     EMPLO
Balance Sheet                                993.23               1100.81
                                                                                  The Company has not employed any individual whose
                                                                                  remuneration falls within the purview of the limits prescribed
3    OPERATIONS
     OPERA                                                                        under the provisions of Sec 217(2A) of the Companies Act, 1956,
     The total despatches for the year ended December 31, 2009                    read with the Companies (Particulars of Employees) Rules, 1975.
     were 8.15 Lacs MT compared to 7.60 Lacs MT in the                       7.   DI R ECTORS
                                                                                          ORS
                                                                                  DIR ECTOR
     corresponding period of the previous year. The despatches for                Mr. N. N. Prasad who was appointed as Chairman of the
     the year 2009 were so far the highest achieved by your Company.              Company with effect from October 29, 2007, resigned from the
     In all 315 rakes were received during the year 2009 as compared              Board of Directors of the Company with effect from July 17,
     to 309 rakes received during the year 2008 indicating an increase            2009. The Board has placed on record its appreciation of the
     of 2%.                                                                       valuable services rendered by Mr. Prasad as Chairman of the
                                                                                  Company.
     The Company continued to operate at unity power factor. The
                                                                                  Mr. Sunil Mathur who was appointed as a Director of the
     specific power consumption for the year 2009 was 3.11 Units/T
                                                                                  Company with effect from June 7, 2006, resigned from the Board
     as against 3.07 Units/T for the year 2008.
                                                                                  of Directors of the Company with effect from July 17, 2009. The
4.       DUST      RELA
                    ELAT
     I N DUSTR IAL RELATIONS                                                      Board has placed on record its appreciation of the valuable
                                                                                  services rendered by Mr. Mathur as Director of the Company.
     During the year under review, industrial relations at the
     Company’s unit continued to remain cordial and peaceful.                     Mr A Anjeneyan who was appointed as a Director of the