Board of Directors CAPEX Committee ContentsMr N S Sekhsaria Mr Paul Hugentobler, Chairman Introductory Proﬁle 01-13Chairman Mr S M Palia Performance Highlights 14-16Mr Paul Hugentobler Mr M L Narula Financial Highlights 17Deputy Chairman Mr Aidan Lynam Economic Value Added 18Mr Kuldip Kaura Mr Sushil Kumar Roongta Notice 19-23Chief Executive Ofﬁcer & Mr Kuldip Kaura Directors’ Report andManaging Director Management Discussion & Analysis 24-32Mr S M Palia Managing Committee Annexures to Directors’ Report 33-36Mr Naresh Chandra Mr Kuldip Kaura, Chairman Corporate Governance 37-62Mr Markus Akermann Mr Sunil Nayak Financial Analysis 63-69Mr M L Narula Mr J DattaGupta Auditors’ Report 70-73Mr R A Shah Mr Ramit Budhraja Balance Sheet 74Mr Shailesh Haribhakti Mr Rajiv Prasad Proﬁt and Loss Account 75Mr Aidan Lynam Mr Vivek Chawla Cash Flow Statement 76Mr Sushil Kumar Roongta Mr Shakti Arora Schedules (1 to 18) 77-108Mr Ashwin Dani Balance Sheet Abstract and Company Secretary & Company’s GeneralAudit Committee Head Compliance Business Proﬁle 109 Statement under Section 212 110Mr Shailesh Haribhakti, Chairman Mr Burjor D Nariman ConsolidatedMr S M Palia Financial Statements 111-143Mr Naresh Chandra AuditorMr Paul Hugentobler S R Batliboi & Associates Accounts – Subsidiary CompaniesMr Sushil Kumar Roongta ACC Concrete Limited 144-160 Cost Auditor ACC Mineral ResourcesShareholders’/Investors’ N I Mehta & Company Limited 161-171Grievance Committee Bulk Cement CorporationMr Paul Hugentobler, Chairman Bankers (India) Limited 172-184Mr M L Narula State Bank of India Encore Cement & Additives Private Limited 185-199Mr Kuldip Kaura Citibank, N.A. Lucky Minmat Limited 200-213 The Hongkong & Shanghai National Limestone CompanyCompensation Committee Banking Corporation Limited Private Limited 214-224Mr N S Sekhsaria, Chairman HDFC Bank LimitedMr Paul Hugentobler ICICI Bank LimitedMr Shailesh Haribhakti Registered OfﬁceCompliance Committee Cement House Annual General MeetingMr R A Shah, Chairman 121 Maharshi Karve Road On Wednesday, March 28, 2012 Mumbai 400 020 at 3.00 p.m.Mr Naresh ChandraMr Shailesh Haribhakti at Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey MargMr Paul Hugentobler Mumbai 400 020Mr Kuldip Kaura Website: www.acclimited.com Members are requested to kindly bring their copies of the Annual Report to the Meeting.
01 |Our performance in 2011 was satisfying.We want to sustain this progress toensure that the company continues onits growth trajectory.Our core processes exhibit vitality,teamwork and innovativeness whichwill help the entire organization tomove together and seize various growthopportunities that come our way.
03 |The state-of-the-art kiln at Wadi,the Kudithini and Thondebhavigrinding plants in Karnataka andthe Chanda clinkering line inMaharashtra stabilized duringthe year. The other plants improvedin overall performance, efﬁciencyand productivity.Four of our plants received nationalmanufacturing excellence awards.We aim to sustain this trend,particularly in respect of keydeliverables like capacity utilization,energy efﬁciency, quality,safety, maintenance and costcompetitiveness. We wish to raise thebar in manufacturing performancethrough continuous improvements inoperation processes, comprehensivemaintenance and high safety ACC Chandastandards.ACC Lakheri ACC Gagal
05 |One of our most important objectivesis to provide superior value to ourcustomers through continuousimprovements in quality and servicelevels.A large and committed dealer network,are partners in servicing customersthroughout the country.Special application cements namely,F2R, Concrete+ and Coastal+, wereextended to new regional markets andwere well received.
06 | REACHING THE END-USERReaching the End-userEfﬁcient distribution and logisticsmanagement is a key differentiator incustomer servicing.We initiated a plan to enhance deliveryperformance by improving in-plantlogistics, optimizing rail movement,faster vehicle turnaround time andbetter warehousing.
08 | SUSTAINABILITY Sustainability We are proud of our track record as a trend-setter among cement companies in sustainable development. An overarching target is the reduction of carbon dioxide emissions through improvements in each major stage of production in different ways: a) by promoting blended cements b) by implementing improvements in energy efﬁciency c) by promoting the use of alternative fuels and raw materials (AFR) d) by promoting clean green technologies We actively support water management and conservation schemes for the communities around our operations. ACC’s environment-friendly ethos is illustrated by the green campus of our plants.
09 |Our waste management portfoliofor co-processing in our kilns wasbroadened during the year to includewaste streams from new industries.We continued to pursue the usageof renewable energy through windpower and solar energy to raise theuse of bio-mass energy.A project for a waste heat recoverysystem is under implementationat Gagal plant to produce powerthrough the deployment of wasteheat generated in the manufacturing The success of our sustainability agenda and goals is ensured by assigning organization-wide accountability to stakeholders and ﬁxing individual performance targets.process. Holcim’s global waste management brand, Geocycle, was unveiled in India. Tree planting is a regular activity in and around our townships with enthusiastic support of our employees’ families and local communities.Bio-mass plantations are actively encouraged onbarren land in our mines and plants, giving ususeful alternative energy inputs and providinglivelihood opportunities to locals.
10 | A HELPING HANDA Helping HandWe engage with local communitiesaround our operations, lending awilling hand in a mission to improvethe quality of their daily livesand the environment they live in.Community advisory panels, includingrepresentatives from local residents,continued to set priorities and overseethe progress of development andwelfare schemes in a participatoryapproach. Collaboration with villagesupport groups and NGOs enhancedthe reach and effectiveness of ourschemes.
12 | HUMAN RESOURCESHuman ResourcesThe success we enjoyed during theyear was entirely because of ourpeople. Positive results were enabled bypromoting leadership, cross-functionalcollaboration, innovativeness, traininginputs for skill enhancement andvarious improvement projects acrossthe organization.Recognizing the power of good peoplepractices, the organization now seeksto institutionalize excellence acrossall core processes of manufacturing,logistics, marketing and otherfunctions. In anticipation of growth, Regular conferences and meetings foster the sharing of good practices and enrich cross-functionalwe are creating long term plans for collaboration.cadre building in different streams. Industrial relations at all our plants were peaceful. Employees were motivated through rewards and recognition of good work done.
AWARDS 13 |AwardsDuring the year, we were recognizedby reputable organizations forachievements in a wide varietyof functional areas - Safety,Manufacturing, Energy Excellenceand Environment Management.Awards received in 2011 ACC Secretarial & Share Processes receive ISO 9001 - 2008 Certiﬁcation. Association of Business Communicators of India (ABCI) Awards in Bronze category for ACC’s intranet portal, Annual Report, House Journal and Screensavers. Confederation of Indian Industry (CII) Energy Award to ACC Wadi. Golden Peacock Award for Eco- Confederation of Indian Industry (CII) Innovation by World Environment Environmental Best Practices Award to Foundation to ACC Alternative Fuels & ACC Damodhar. Raw Materials (AFR). Dun & Bradstreet Rolta Corporate Award Greentech CSR Platinum Award 2011 in 2010 - leader in Cement category. cement sector by Greentech Foundation IMC Ramkrishna Bajaj National Quality to ACC Damodhar. (RBNQ) Awards - Certiﬁcate of Merit Greentech Environment Award 2011 and Performance Excellence Trophy by Greentech Foundation to ACC AFR to ACC Gagal and Gagal DAV Senior and Gold category in cement sector Secondary Public School. to ACC Lakheri. India Manufacturing Excellence Awards Greentech Safety Award by Greentech 2011 - Gold Certiﬁcates of Merit to ACC Foundation to ACC Tikaria in Platinum Lakheri, Gagal, Wadi and Silver to Jamul category; Lakheri in Gold category and by The Economic Times and Frost & to Chaibasa, Madukkarai, Jamul, Sindri Sullivan. and Wadi in Silver category. 4th Global Initiative for Restructuring Safety Innovation Award 2011 from Environment & Management (GIREM) The Institution of Engineers’ (India) to Award for Company of the Year 2011. ACC Kymore and ACC Tikaria.
16 | COST & PROFIT AS A PERCENTAGE OF TOTAL INCOMECost & Proﬁt as a Percentage of Total Income2011 Interest expenses Power & fuel ` 97 Crore ` 2,183 Crore Raw material (1%) ` 1,428 Crore (22%) (14%) Depreciation Proﬁt before tax ` 475 Crore Manufacturing ` 1,540 Crore (5%) and other costs (16%) ` 4,128 Crore (42%)2010 Interest expenses Power & fuel ` 57 Crore ` 1,599 Crore Raw material (1%) ` 1,107 Crore (20%) Depreciation (14%) Proﬁt before tax ` 393 Crore Manufacturing ` 1,461 Crore (5%) and other costs (18%) ` 3,458 Crore (42%)
Himachal A Nationwide Footprint Pradesh 6 Punjab 7 Uttarakhand 19 Haryana26 1527 Uttar Pradesh Rajasthan 11 Bihar 10 13 Jharkhand Gujarat 5 Madhya Pradesh West Bengal Chhattisgarh 18 3 2 Maharashtra Odisha 1 21 8 22 4 23 Regional Ofﬁces24 25 20 18. Eastern Region (Kolkata) Andhra Pradesh 19. Northern Region (New Delhi) 20. South & West Region (Pune) Goa 16 Karnataka 17 21. TECHPORT, Thane (Maharashtra) 9 14 Training Centres ACC ACL Leadership Academy, Thane ACC Cement Technology Institute, Jamul Sumant Moolgaokar Technical Institute, Kymore Tamil Nadu ACC School for Technical Skill Development, Wadi 12 Kerala Sales Units ACC Help Centres Corporate Ofﬁce1. Mumbai (Maharashtra) Subsidiary Companies 22. ACC Concrete Limited (Maharashtra) Cement Plants RMX Plants2. Bargarh (Odisha) 10. Kymore (MP) 23. ACC Mineral Resources Limited (Maharashtra)3. Chaibasa (Jharkhand) 11. Lakheri (Rajasthan) 24. Bulk Cement Corporation (India) Limited4. Chanda (Maharashtra) 12. Madukkarai (TN) (Maharashtra)5. Damodhar (West Bengal) 13. Sindri (Jharkhand) 25. Encore Cement & Additives Pvt. Ltd.6. Gagal I (HP) 14. Thondebhavi (Karnataka) (Andhra Pradesh)7. Gagal II (HP) 15. Tikaria (UP) 26. Lucky Minmat Limited (Rajasthan)8. Jamul (Chhattisgarh) 16. Wadi I (Karnataka) 27. National Limestone Company Pvt. Ltd.9. Kudithini (Karnataka) 17. Wadi II (Karnataka) (Rajasthan)N.B. This map is as of February 2012. It is illustrative and not drawn to scale. A WYATT SOLUTION (firstname.lastname@example.org) Andaman, Nicobar and Lakshadweep islands are not shown. Printed at Infomedia18 Limited (email@example.com)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 19 | Notice NOTICE IS HEREBY GIVEN THAT TH E SEVENTY-SIXTH NOTICE HEREBY EREB HAT SEVENTY SIXT VENTY- whom the Company has received a special notice ANN UAL GENERAL MEETI NG OF ACC LIMITED will be ANN GENER MEETI ERAL AC LIMITED from a Member, pursuant to the provisions of held at Birla Matushri Sabhagar, 19, Sir Vithaldas Section 190 read with Section 225 of the Companies Thackersey Marg, Mumbai 400 020 on Wednesday, ednesday Act, 1956, signifying his intention to propose the March 28, 2012 at 3.00 p.m. to transact the following March p.m. appointment of Messrs. S R Batliboi & Co. as business:- Statutory Auditors on a remuneration to be determined by the Board of Directors or a ORDINARY BUSIN ESS ORDINARY BUSIN DINAR Committee thereof”. 1. To receive and adopt the Audited Profit and Loss SPECIAL BUSIN ESS SPECIAL BUSIN Account for the financial year ended December 31, 2011, the Balance Sheet as at that date and the 7. To appoint Mr Bernard Fontana as a Director in place Report of the Directors and Auditors thereon. of Mr Markus Akermann who retires by rotation and does not wish to seek re-election and in respect of 2. To declare a dividend. whom, the Company has received a notice in writing 3. To appoint a Director in place of Mr Paul under Section 257 of the Companies Act, 1956 from Hugentobler who retires by rotation and is eligible a Member proposing Mr Fontana’s candidature for for reappointment. the office of Director. 4. To appoint a Director in place of Mr M L Narula who 8. To appoint a Director in place of Mr Ashwin Dani retires by rotation and is eligible for reappointment. who was appointed by the Board of Directors as an 5. To appoint a Director in place of Mr S M Palia who Additional Director of the Company with effect from retires by rotation and is eligible for reappointment. December 15, 2011 and who holds office up to the date of the forthcoming Annual General Meeting 6. To consider and if thought fit, to pass, with or of the Company under Section 260 of the without modification(s), the following Resolution as Companies Act, 1956, but who is eligible for an Ordinary Resolution:- appointment and in respect of whom the Company “RESOLVED that in place of Messrs. S R Batliboi & has received a notice in writing under Section 257 Associates, the retiring Auditors, who have of the Companies Act, 1956, from a Member expressed their inability to continue, Messrs. S R proposing Mr Dani’s candidature for the office of Batliboi & Co., Chartered Accountants (Membership Director. No. 301003E), be and are hereby appointed as Notes: Auditors of the Company for the Company’s financial year ending December 31, 2012, to hold a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE office from the conclusion of this Annual General MEETING IS ENTITLED TO APPOINT A PROXY TO Meeting until the conclusion of the next Annual ATTEND AND VOTE INSTEAD OF HIMSELF AND A General Meeting of the Company and in respect of PROXY NEED NOT BE A MEMBER.
20 | NOTICE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -b. The Register of Members and Share Transfer Books Members who are requested to immediately return of the Company shall remain closed from March 14, the outdated warrants to the Company or write to 2012 to March 28, 2012, both days inclusive. the Company in the matter to enable the Company to issue demand drafts in lieu thereof.c. The Dividend, after declaration, will be paid to those Members of the Company whose names stand on f. The relative Explanatory Statements pursuant to the Register of Members on March 28, 2012. The Section 173 of the Companies Act, 1956, in respect dividend in respect of shares held in dematerialized of the business under Item Nos. 7 & 8 as set out form in the Depository System will be paid to the above is annexed hereto. beneficial owners of shares as on March 13, 2012 g. As per the provisions of the Companies Act, 1956, as per the list provided by the Depositories for this facility for making nominations is available for purpose. The dividend will be payable on and from Members in respect of the shares held by them. April 3, 2012. Nomination forms can be obtained from the Shared. The Securities and Exchange Board of India (SEBI) Department of the Company or can be downloaded has made it mandatory for all companies to use from the Company’s website www.acclimited.com the bank account details furnished by the depositories for depositing dividends. Dividend will be credited to the Members’ bank account through NECS wherever complete core banking details are By Order of the Board of Directors, available with the Company. In cases where the core For ACC Limited banking details are not available, dividend warrants will be issued to the Members with bank details printed thereon as available in the Company’s B D Nariman records. Company Secretary & Head Compliancee. During the current financial year 2012, the Company Mumbai will be required to transfer to the Investor Education February 9, 2012 & Protection Fund, the unclaimed Dividend for the Registered Office: “Cement House”, year ended March 31, 2005. Intimation of unclaimed 121, Maharshi Karve Road, dividend will be individually sent to the concerned Mumbai 400 020
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 21 | EXPLANATORY STATEMENTS The following Explanatory Statements, as required by 2012 from Mr Markus Akermann who has retired Section 173 of the Companies Act, 1956, set out all as Chief Executive Officer on January 31, 2012. material facts relating to the business under Item Nos. 7 & 8 mentioned in the accompanying Notice 5. Notice under Section 257 of the Companies Act, dated February 9, 2012. 1956, has been received from a Member signifying his intention to propose the appointment of Mr Fontana as a Director of the Company. 2. Item No. 7: Mr Markus Akermann, a Director of the No. Company who retires by rotation has expressed his desire not to seek re-election. It is accordingly 6. In view of Mr Fontana’s vast and varied experience proposed to appoint Mr Bernard Fontana, and the fact that he is the Chief Executive Officer Chief Executive Officer of Holcim Limited on of Holcim Limited, the ultimate Holding Company the Company’s Board of Directors in place of and Promoter, it is desirable that Mr Fontana be Mr Markus Akermann. appointed as a Director of the Company. 7. The Board commends the above appointment and 3. Mr Fontana holds a degree in Engineering from the the relevant Resolution at Item No. 7 of the Ecole Polytechnique and Ecole Nationale Supérieure accompanying Notice. des Techniques Avancées in Paris. He started his career with Groupe SNPE in France and in 1998, he 8. None of the other Directors except Mr Bernard was appointed Head – US Operations. From 2001 Fontana is interested in the Resolution set out at to 2004, Mr Fontana was a Member of the Executive Item No. 7 of the accompanying Notice. Committee of the said Company. Mr Fontana thereafter joined Arcelor Mittal, wherein he was 9. Item No. 8: The Board of Directors has appointed No. given the responsibility for HR, IT and Business Mr Ashwin Dani as an Additional Director on the Development at Flat Carbon. He was also a Member Board with effect from December 15, 2011. of the Management Committee with responsibility for the Automotive Worldwide Business Unit. He 10. Mr Dani completed his BSc (Hons.) from Institute was also subsequently responsible for HR and the of Science, University of Bombay and BSc (Tech) global alliance with Nippon Steel. In 2010, (Pigments, Paints & Varnishes) from U.D.C.T., Mr Fontana took over as Chief Executive Officer of University of Bombay. He holds Masters Degree in Aperam, a Luxembourg-domiciled listed corporate Polymer Science from University of Akron, Akron, group that was spun off from Arcelor Mittal. Ohio, USA. 4. Mr Fontana has taken over as Chief Executive Officer 11. Mr Dani is currently the Vice Chairman of Asian of Holcim Limited with effect from February 01, Paints Limited. He is also Chairman of Resins &
22 | NOTICE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Plastics Limited, Gujarat Organics Limited and 15. The Board commends the above appointment and Hi-Tech Plast Limited. the relevant Resolution at Item No. 8 of the accompanying Notice.12. In view of his business acumen, his vast and varied experience and in particular his expertise in Supply 16. None of the other Directors except Mr Ashwin Dani Chain Management for which he has received the is interested in the Resolution set out at Item No. 8 “Cheminor Award” from the Indian Institute of of the accompanying Notice. Materials Management, it is desirable that the Company continues to avail of his expertise and By Order of the Board of Directors, guidance. For ACC Limited13. Under Section 260 of the Companies Act, 1956, Mr. Dani holds office as Director only till the date of B D Nariman the forthcoming Annual General Meeting. Company Secretary & Head Compliance Mumbai14. Notice under Section 257 of the Companies Act, February 9, 2012 1956, has been received from a Member signifying Registered Office: “Cement House”, his intention to propose the appointment of Mr Dani 121, Maharshi Karve Road, as a Director of the Company. Mumbai 400 020 Invitation to participate in the Green Initiative launched by the Invita vitation participa ticipate Green Initiativ tive Ministry Corpor orpora Af Ministry of Corporate Affairs The Ministry of Corporate Affairs (MCA) has permitted paperless compliances by the Companies, vide its circulars No. 17/2011 and No. 18/2011 dated April 21, 2011 and April 29, 2011 respectively. MCA has clarified that services of documents on Members by e-mail will constitute sufficient compliances with Section 53 of the Companies Act, 1956, provided the Members are given an advance opportunity to register their Email address or changes, if any, therein with the Company. Pursuant thereto, we once again invite those members who have not registered their Email address to participate in the Green Initiative by registering their Email address with the Company for the purpose of service of documents viz. Annual Report, Notice of General Meetings, Notice of Postal Ballot, Intimation of ECS Credits etc. by email.