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India Cements Ltd

HSL Code: INDCEM   |   BSE Code: 530005  |   NSE Symbol: INDIACEM  |   ISIN: INE383A01012
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INDIA CEMENTS LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

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

                                                             Rs. in Crores 
                                             For the year ended 31st March
                                                         2012         2011
FINANCIAL RESULTS
Profit before Interest & Depreciation                  922.64       473.30
Less: Interest & Other charges                         286.73       141.72
Less: Depreciation / Amortization                      251.29       244.03
Less: Forex Fluctuation Loss / (Gain)                    3.64       (2.32)
Profit Before Tax                                      380.98        89.87
Deferred Tax                                            50.24         5.00
Provision for Taxation (net)                            37.77        16.77
Profit after Tax for the year                          292.97        68.10
Add : Balance brought forward from last year           954.48       986.11
Less : Proposed dividend on Equity Capital 
(including Dividend Distribution Tax)                   71.40        53.73
Less : Transfer to General Reserve                      40.00        10.00
Less: Transfer to Contingency Reserve                       -        36.00
Less: Transfer to Debenture Redemption Reserve          47.58            -
Balance carried forward                               1088.47       954.48

DIVIDEND

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

SHARE CAPITAL

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

EMPLOYEES STOCK OPTION SCHEME

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

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

DIRECTORS` RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on CSR activities is given in Annexure F.

OPERATIONS COMPANY PERFORMANCE

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

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

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

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

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

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

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

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

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

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

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

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

FOUNDER`S CENTENARY

The  Birth Centenary of Sri T.S.Narayanaswami, one of the Founders  of  the 
Company,  was  celebrated  on  Friday,  the  11th  November,  2011  and  in 
commemoration  of  the Centenary, Dr.B.S.Adityan,  Director,  unveiled  the 
Portrait  of Sri T.S.Narayanaswami at the Corporate Office and  released  a 
Special Issue of the Company`s In-house Magazine `Compass`. A sum of  Rs.30 
lakhs was donated on the occasion to Jeevan Blood Bank and Research  Centre 
for stem cell banking.

SUBSIDIARIES

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

TRINETRA CEMENT LIMITED

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

TRISHUL CONCRETE PRODUCTS LIMITED

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

COROMANDEL ELECTRIC COMPANY LIMITED

Coromandel Electric Company Limited became a subsidiary during the year.

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

ASSOCIATE COMPANIES COROMANDEL SUGARS LIMITED

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

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

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

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

INDIA CEMENTS CAPITAL LIMITED (ICCL)

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

EXPANSION / MODERNISATION

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

PUBLIC DEPOSITS

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

CONSERVATION OF ENERGY ETC.

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

RESEARCH & DEVELOPMENT

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

PERSONNEL

Industrial relations continued to remain cordial during the year.

DIRECTORS

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

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

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

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

AUDITORS

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

COST AUDITOR

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

INTERNAL AUDITORS

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

ACKNOWLEDGEMENT

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

On behalf of the Board

N.Srinivasan                                      Rupa Gurunath 
Vice Chairman & Managing Director                 Wholetime Director

N.Srinivasan 
Director

Place : Chennai
Date  : 25th April, 2012

ANNEXURE `A` TO DIRECTORS` REPORT FOR THE YEAR ENDED 31st MARCH, 2012

Information  pursuant to 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 Energy:

(a) Energy conservation measures undertaken:

i.  Dynamic  separator  in coal mill circuit improved  the  utilization  of 
petcoke and resulted in reduced power consumption.

ii. Old Reciprocating type compressor & Rotary air compressors being phased 
out with energy efficiency screw compressors to reduce power consumption.

iii.  Closed  circuiting  of  cement mill at  one  of  the  plants  ensured 
improvement in the mill output and reduction in power.

iv.  Installation  of  classifying liners instead  of  conventional  liners 
resulting in improved productivity and lower power consumption.

v.  Additional power capacitors installed to improve the power  factors  at 
the Andhra Pradesh plants.

vi.  Modification  of the hot air ducts from pre-heaters to coal  mill  for 
increasing  coal  mill  inlet  temperature to utilise  the  low  cost  high 
moisture imported coal.

vii.  Soft  Starters  provided for energy saving in the  kiln  feed  bucket 
elevators and clinker deep bucket conveyors.

viii.  Air  volume optimization of compressors and cooler  done  to  reduce 
power consumption.

ix.  Mechanical conveying system for cement mills along with weigh  feeders 
installed to reduce power.

x.  Modification  of  outlet diaphragm in coal mill  resulted  in  marginal 
saving in power consumption.

xi. Variable frequency drives for cooler fans introduced resulting in  less 
power consumption.

xii. Replacement of MOCB with VCBS in phased manner at various plants.

xiii.  Commissioned  the  48  MW  power  plant  in  Tamil  Nadu  to  ensure 
uninterrupted power at relatively cheaper cost.

(b)  Additional  investments and proposals, if any, being  implemented  for 
reduction of consumption of energy:

i. Modification of pre-heaters top stage cyclones for higher efficiency and 
low pressure drop.

ii.  Pre-Calciner  M  duct  modification to  increase  the  consumption  of 
alternate fuels.

iii. Closed circuiting for 3 more cement mills at Andhra Pradesh plants  to 
improve output and reduce the power consumption.

iv. Introduction of stepped liners for cement mills to optimize the  output 
and reduce power.

v.  Introduction of dynamic separators in the coal mill circuit for two  of 
the  Andhra Pradesh plants for improvement of output and for  enabling  low 
cost fuel usage.

vi.  VFD for raw mill, coal mill and cooler drives at one of the plants  to 
optimize power consumption.

vii.  To  improve  the output of raw mill and  to  reduce  power,  tertiary 
crusher is to be introduced in one of the plants.

viii.  Cooler  mid air tapping for increasing the hot  air  temperature  to 
circumvent the higher moisture in raw material and to ensure higher  output 
from VRM.

ix. Installation of fly-ash drier (in the advanced stage of completion)  to 
ensure   optimum  utilization  of  hot  gas  and  to  improve  the   higher 
availability of fly-ash.

x. Installation of electronic packers, wagon loading arrangements at  three 
of the plants to improve packer output and reduce power and labour cost.

xi. Installation of one more power plant of 48 MW at Vishnupuram in  Andhra 
Pradesh.

(c)  Impact  of  measures  at (a) and (b) above  for  reduction  of  energy 
consumption and consequent impact on cost of production of goods:

The  measures  that  are  proposed to  be  taken/under  implementation  are 
expected  to  reduce  the power consumption by nearly 3 to  4  units/Tn  of 
cement  and  overall  heat consumption by around 10-15  k.cals  per  kg  of 
clinker.  However,  during the year, the power was brought down by  1  unit 
despite lower capacity utilization while heat consumption was reduced by  4 
k.cals per kg of clinker.

(d) Total energy consumption and energy consumption per unit of production: 
Given in Form `A` annexed.

B. Technology Absorption:

Efforts  made  in  technology absorption: Particulars  given  in  Form  `B` 
annexed.

C. Foreign exchange earnings and outgo:

(a) Activities relating to exports, initiatives taken to increase  exports, 
development  of  new  export market for products and  services  and  export 
plans: There was no significant export sales during the year under review.

(b) Total foreign exchange used and earned:

                        Current Year     Previous Year

Used Rs. lakhs               3516.36           2795.80
Earned Rs. lakhs              254.47            159.71

FORM - A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

                                                    Current     Previous
                                                       Year         Year
A. POWER & FUEL CONSUMPTION

1. Electricity

(a) Purchased

Units - KWH - Lakhs                                 8027.06      8374.20
Total amount - Rs. Lakhs                           32884.15     29616.56
Rate per unit - Rs.                                    4.10         3.54

(b) Own Generation

(1) Through Diesel/Furnace Oil Genset *

Units - KWH - Lakhs                                  697.66       907.14
Unit per Litre of Diesel/Furnace Oil-KWH               3.31         3.79
Cost per unit - Rs.                                    2.69         3.83

(2) Through Steam Turbine/Genset
Units - KWH - Lakhs                                       -            -
Unit per Litre of Furnace Oil/Gas-KWH 
Cost per unit - Rs.

2. Coal for Kilns (various grades incl. Lignite)

Quantity  Tonnes                                    1165984      1209023
Total Cost  Rs.Lakhs                                  74367        68549
Average Rate  Rs./Tonne                                6378         5670

3. HSD/Furnace Oil for Kilns

Quantity  K.Litres                                   739.87       820.91
Total Cost  Rs.Lakhs                                 314.30       343.74
Average Rate  Rs./K.Litre                             42480        41873

4. Consumption per unit of Production   Standards
                                         (if any)

Electricity (KWH/Tn of Cement)              110       92.40        93.19

Coal Consumption Per Tn of Clinker        20-25       16.21        15.84 
(Depending on Quality of Coal)

Diesel Oil/Furnace Oil per Tn of 
Cement (Litres)                                        0.08         0.08 

* Including Power from Waste Heat Recovery Plant.

FORM - B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION

Research and Development (R & D):

1. Specific areas in which R&D     The Company has started an inhouse        
   carried out by the Company      R&D department during December 1999  
                                   with a specified objective of        
2. Benefits derived as a result    carrying of R&D Projects in          
   of above R & D                  development of expert systems for    
                                   the mills and kilns optimisation,    
3. Future plan of action           Benchmark studies of our Cement      
                                   Plants, optimisation of process      
                                   Systems and Parameters ensuring      
                                   Product improvement and cost         
                                   reduction.                           


4. Expenditure on R & D:

(a) Capital                      : Nil

(b) Recurring                    : A sum of Rs.66.38 lakhs has been spent 
                                   during the year for the functioning of 
                                   R & D department. Besides this, a sum 
                                   of Rs.70.97 lakhs is the contribution 
                                   to National Council for Cement and 
                                   Building Materials (NCCBM) which 
                                   carries out Research on behalf of the 
                                   Industry.

(c) Total                        : Rs.137.35 lakhs

(d) Total R&D expenditure 
as a percentage of total 
turnover                         : 0.03

Technology absorption, adaptation and innovation:

1. Efforts, in brief, made      }
towards technology absorption,  } 
adaptation and innovation.      }
                                }
2. Benefits derived as a result }
of above efforts e.g. product   }
improvement, cost reduction,    }
product development, import     }
substitution etc.               }
                                }   Not applicable 
3. In case of imported          }
technology (imported during     }
the last 5 years reckoned       }
from the beginning of the       }
financial year), following      }
information may be furnished:   }
                                }
(a) Technology imported         }
                                }
(b) Year of import              }
                                }
(c) Has technology been fully   }
absorbed                        }
                                }
(d) If not fully absorbed,      }
areas where this has not        }
taken place, reasons            }
therefor and future plans       } 
of action.                      }


MANAGEMENT DISCUSSION AND ANALYSIS 

ECONOMY - AN OVERVIEW:

Against the backdrop of the Eurozone crisis, turmoil in West Asia and spike 
in  crude  prices,  the  fiscal  year  2011-12  was  a  year  of  "recovery 
interrupted"  for  the Indian economy. India`s GDP growth is  estimated  at 
6.9% in 2011-12 - a sharp fall from 8.4% in the last year.

While  the  estimated  growth of 6.9% in the fiscal  year  2011-12  can  be 
considered  reasonably healthy in view of the adverse  global  developments 
mentioned  above,  it  would be unwise to ignore  the  fact  that  domestic 
factors  like high inflation, depressed investment climate and  unaddressed 
manufacturing  bottlenecks  also slowed down industrial  activity.  India`s 
slow  down in 2011-12 can be attributed almost entirely to weak  industrial 
growth with the good performance of the services and agricultural  sectors. 
In  2011-12  the  growth is estimated to be 2.5% in  agriculture,  3.9%  in 
industry and 9.4% in services.

INDUSTRIAL OUTPUT

Industrial  growth however witnessed a sharp fall to 4.1% in February  2012 
as  against 6.7% growth in the corresponding month of the previous  fiscal. 
The  disappointing growth was mainly due to rather poor performance of  the 
manufacturing  sector  especially consumer goods. As per  the  revised  IIP 
data,  the  industrial production grew only by a marginal 1.1%  during  the 
year under review that too driven by the 4.1% growth in February 2012.  The 
marginal  uptrend in the growth towards the end of the year  was  witnessed 
due  to  increase  in the consumption of processed foods in  the  food  and 
beverages sector.

EXPORTS/ IMPORTS

Owing  to  buoyant  demand  from  diversified  overseas  markets,  exports, 
according  to  provisional figures released by the  Industry,  Chemicals  & 
Textiles  Ministry,  exceeded the targeted US$ 300 billion for  the  fiscal 
year   2011-12.  The  sectors  that  posted  impressive   growth   included 
engineering, gems & jewellery, textiles and pharmaceuticals.

Imports during 2011-12 clocked a high of US$ 485 billion mainly on  account 
of rising global oil prices with oil imports touching US$ 150 billion.  The 
trade  deficit widened to US$ 185 billion and the Government faces a  stiff 
challenge to keep it under control in the current fiscal.

During the period April-December 2011, the Current Account Deficit (CAD)  - 
an  indication  of the gap between foreign exchange inflows  and  outflows, 
surged  to US$ 53.7 billion (4% of the GDP) from 3.30% of GDP in  the  same 
period last year - reflecting higher trade deficit on account of imports of 
petrol, oil, lubricants, gold and silver.

INFLATION

Inflation which had raged at double digit levels over the last two years is 
now  lower. The decline in inflation has provided some relief and the  time 
is ripe therefore to boost investment in the economy. The Prime  Minister`s 
Economic Advisory Council has opined that inflation would drop further  and 
hover around 5% to 6% in the current fiscal 2012-13.

INDUSTRY SCENARIO

Demand  for  cement in the country improved during the current  year  under 
review,  registering  a 6.60% growth better than 4.70%  registered  in  the 
previous  year.  Given the long term nature of business and also  since  it 
takes, of late, 24-30 months to set up capacity, Industry created  capacity 
much  ahead of demand and this led to lower capacity utilization - more  so 
in South, where substantial capacity came into play - Capacity  utilization 
in  South was 63% as against All India Capacity utilization of 75%.  It  is 
expected  that  capacity  utilization will improve steadily  in  line  with 
growth in demand in the coming years.

Demand  growth  was  healthy in regions where  Infrastructure  and  Housing 
activities  were  brisk  on  the  back  of  progressive  policy  of   State 
Government. Western region registered significant growth of 13.80% followed 
by  North of 11%, Central of 9.30% and East of 2.90%. However, in  Southern 

region, growth was flat primarily due to lack of infra and housing projects 
in Andhra Pradesh and Karnataka.

It  is heartening to note that during January - March `12  quarter,  demand 
has  grown  sharply at 10% as opposed to 5.60% in the preceding  9  months. 
South has shown a remarkable growth of 9.40% as compared to negative growth 
of 3% in the preceding three quarters.

Southern  cement  industry which has the highest capacity in  the  country, 
have  been  striving  hard  to access Northern &  Eastern  markets  in  the 
interest  of improving the capacity utilization, but is constrained due  to 
Rail Rakes availability.

Given  that  supply-demand imbalance in South is relatively higher,  it  is 
expected that demand will catch up with supply by

2014-15.

With  a pronounced GDP growth of around 7.50% next year, the  industry  can 
expect a reasonable growth rate of 8% - 9% in the coming years which should 
enable the industry to operate at around 80% of its capacity.

In  addition  to  the supply overhang, the industry had also  to  bear  the 
substantial cost push in the form of increase in the price of coal,  diesel 
price  revision, increase in the Sales Tax on cement by 2% in  Tamil  Nadu, 
heavy  depreciation of Rupee against Dollar of more than 13% from Rs.45  to 
Rs.51 impacting coal prices, revision in power tariff in Andhra Pradesh and 
continued  power  cut  and load shedding in the States of  Tamil  Nadu  and 
Andhra Pradesh necessitating usage of high cost DG and purchased power.  In 
addition,  the Union Budget 2012 proposes to increase the Excise Duty  from 
10%  to  12% and steep increase in railway freight on  inward  and  outward 
movement  of materials ranging from 20% to 30% and a steep 35% increase  in 
power  tariff in Tamil Nadu from 1/4/2012. Given all these adverse  factors 
your  Company`s main challenge during the year under review was  to  manage 
volumes and cost of production on the one hand and optimize selling  prices 
on the other to improve the bottom line.

COMPANY PERFORMANCE

The  performance  of  the Company in terms of production and  sale  was  as 
under:-

                                             In Lakh Ts 
                                      2011-12   2010-11 

Clinker                                 71.95     76.34
Cement                                  94.63     99.80
Cement Sales                            94.51     99.32
Clinker Sales                            0.76      0.32
Overall sales including Clinker         95.27     99.64

The  overall production was impacted due to the negative / practically  nil 
growth  in the markets served by the Company`s plants. The  Andhra  Pradesh 
markets witnessed a further drop of around 8% in demand over and above  the 
17% negative growth recorded in the previous year and with the bunch of new 
capacities arising in that region, the severe competition for market  space 
resulted  in  the lower capacity utilization of the Andhra  Pradesh  plants 
including  that  of  your Company. Towards the end of the  year  the  power 
scenario  further worsened in both Tamil Nadu and Andhra Pradesh  resulting 
in power holidays besides zero power during peak hours which curtailed  the 
availability  of  clinker despite higher generation through  captive  power 
sets.  The  situation  is likely to improve as the 48  MW  power  plant  at 
Sankarnagar  has  since  been commissioned and is expected to  go  on  full 
stream  during  the  financial  year 2012-13.  Towards  the  close  of  the 
financial  year  your Company has commissioned railway sidings at  its  two 
grinding  units  at Chennai and Parli and the consequent reduction  in  the 
transportation  cost of clinker by rail (instead of road as hitherto)  will 
have  its full impact during FY 13. The depreciation in the value of  Rupee 
and  increase in the ocean freights coupled with the volatility in the  FOB 
price  of  imported  coal resulted in higher cost  of  fuel.  The  expanded 
capacity  of  Chilamakur Cement Plant and the second line at  Malkapur  has 
stabilized and it is expected that the overall operating efficiencies would 
improve further with the stabilized run of these plants.

ENERGY EFFICIENCY AND COST REDUCTION

Despite  the  lower  capacity utilization caused by  lower  demand  in  the 
market,  sustained  efforts  made  by your  company  resulted  in  marginal 
reduction  in power consumption per Tn of cement and maintaining  the  fuel 
consumption/Tn  of  clinker  on  par  with  the  previous  year.  The  ever 
increasing  cost of fuel and increase in power tariff by State  Electricity 
Boards imposed additional burden which could however be controlled  through 
fuller utilization of the power from the Company`s gas based power plant at 
Ramanathapuram and also from the low cost power availed from Andhra Pradesh 
Gas Power Corporation Limited (APGPCL) in Andhra Pradesh. The Company  also 
utilized the wind power generated by its wind farms of a total of 279  Lakh 
Units  (315  Lakh units) and power from its Waste Heat Recovery  System  at 
Vishnupuram  which accounted for 539 Lakh units (475 Lakh  units).  Towards 
the  end of the last quarter the Company`s captive power plant of 48 MW  at 
Sankarnagar has been commissioned.

DEVELOPMENT ACTIVITIES

During  the year, your Company obtained ISO 9001 certification for  quality 
assurance for its Sankari Plant in addition to its already certified plants 
at Sankarnagar, Dalavoi, Chilamakur and Vishnupuram. The ISO  certification 
for its Yerraguntla Cement Plant is in progress.

Your  Company  has also implemented Total Productive Management  (TPM)  for 
productivity improvement in its plants at Sankarnagar, Dalavoi, Chilamakur, 
Yerraguntla, Vishnupuram and Malkapur.

CLEAN DEVELOPMENT MECHANISM (CDM)

Waste  Heat  Recovery  System at Vishnupuram continues  to  earn  certified 
emission  reductions  as a CDM project. OPPORTUNITIES, THREATS,  RISKS  AND 
CONCERNS

The  demand supply mismatch arising out of burst of new capacity  additions 
(and  not majorly out of lack of normal demand growth) has constricted  the 
capacity  utilization  levels  of the industry for the last  two  years  in 
particular. Given the resilient nature of the economy, India has been  able 
to  achieve  reasonable GDP growth of 6.9% in FY 12 which  is  expected  to 
increase  to  7.5% to 8% in FY 13 is expected to translate  into  a  demand 
growth  of 8% to 10% over the next few years. While demand for cement  grew 
by  6.6%  in  FY 12, there are already encouraging signs of  a  pick-up  in 
demand with demand spurting by over 10% in the last quarter of FY 12. It is 
therefore expected capacity utilization to gradually increase over the next 
3 years with parity between supply and demand being restored by then. While 
this  being  the overall scenario, there are still pockets of  high  demand 
growth in certain regions of the country and your Company is already moving 
significant  quantities of cement to the Eastern markets as far as Assam  & 
Nepal  to  optimize capacity utilization, given the overall  surplus.  Your 
Company`s  attempts  in the short run will be towards striking  an  optimum 
balance between volumes and profitability and achieve best results.

The availability of power from the State Electricity Boards is another area 
of  concern  with acute shortages in power availability in Tamil  Nadu  and 
Andhra Pradesh. Your Company has already addressed this concern by  putting 
a  48  MW  thermal  power plant at Sankarnagar to take  care  of  the  full 
requirements  of power of all the cement plants and grinding unit in  Tamil 
Nadu  and this power plant has been commissioned towards the end of  FY  12 
and  has  started supplying power. Work has already been commenced  on  the 
installation of 48 MW thermal power plant at Vishnupuram which is  expected 
to be commissioned towards the end of FY 13 and will thereafter fully  meet 
the  power  requirements of the cement plants in Andhra Pradesh.  With  its 
share  of  power available from the gas based power plants  of  APGPCL  and 
Coromandel  Electric  Company  Limited,  Company`s  own  windmills,  diesel 
generating sets, waste heat recovery system at Vishnupuram, the Company has 
ensured  that  it  will  be fully  self-sufficient  in  meeting  its  power 
requirements.

Availability  of indigenous coal from the nationalized coal  companies  and 
the  quality  of  supplies is another area of  concern.  This  problem  has 
however been mitigated to a large extent due to the coal linkages  obtained 
during  the  last  two years to cater to the  requirements  of  the  recent 
capacity expansions in Andhra Pradesh. The Company imports coal to meet its 
cement  plants`  requirements thereby adequately addressing  the  quantity, 
quality  and  cost  aspects. Mining rights  obtained  in  Indonesia  should 
fructify  with  infrastructure  of roads and bridges  under  completion  to 
ensure timely coal supplies.

The ever rising cost of energy in the form of petroleum products will  also 
have its impact on the power and transportation costs, which it is hoped to 
be neutralized by increasing the selling prices.

OUTLOOK

The Prime Minister`s Economic Advisory Council (PMEAC) has projected a 7.5% 
to 8% growth for the fiscal year 2012-13.

Economic  experts  are  banking on the domestic market  to  sustain  growth 
through a Government led initiative to boost private sector  infrastructure 
investments. With industrial growth exhibiting signs of a revival and given 
the  Government`s  intention to boost agriculture development  and  give  a 
fillip  to infrastructural growth, the clocking of a GDP growth of 7.5%  in 
2012-13 could well be achievable.

Both  the Central and State Governments have plans to boost investments  in 
housing  for the lower income groups which could help drive  cement  demand 
together  with  proposed  investments on roads  and  other  infrastructural 
projects.  The recent proposals of the Reserve Bank of India in its  Credit 
Policy to reduce Repo and Reverse Repo rates by 50 basis points is expected 
to soften housing loan interest rates thereby giving a fillip to demand for 
housing for the middle income sector.

Given  all  these positive factors, it is reasonably expected a 8%  to  10% 
annual  growth  in  cement  demand over the next few  years  and  an  early 
restoration  of parity between cement demand and supply which should  augur 
well for the cement industry.

VALUE ENHANCING STRATEGIES

Through  various upgrades / timely expansion at its locations, the  Company 
has reached a capacity of 14.05 million tonnes from 8.81 million tonnes  in 
2002.  The  second strategy of securing uninterrupted supply of  power  and 
fuel  is also being achieved through installation of power plants and  also 
through  acquisition of coal mining rights in Indonesia. The  Company  also 
secured additional linkages of domestic coal for two of its Andhra  Pradesh 
plants and in order to circumvent the volatility in the ocean freight,  the 
Company  has  also  acquired two ships for transporting coal  /  other  raw 
materials based on cost economics. The Company`s strategy of optimizing the 
manpower  strength  has  also  been  achieved  through  various   voluntary 
retirement  schemes  over  the years and is presently  improving  upon  the 
skills  of its workers for doing multi tasking. As North and  West  markets 
have  been  growing,  the  Company is on the  lookout  for  further  growth 
opportunities  available  in that region. The Company has put  in  place  a 
Management  Team  for infrastructure projects. Based on the  demand  supply 
scenario  in the next few years the Company also proposes to  increase  its 
presence in its dominant South market through further capacity creation  at 
one of its existing location.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The  industrial relations remained cordial throughout the year at  all  the 
units.  Training  and  multi  task  development  skills  are  given   prime 
importance.  The overall number of employees at the end of the  year  under 
review was 3195 (3220).

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has a well defined internal control system to support efficient 
business  operations  and  statutory compliance. A  strong  internal  audit 
function  carries  out  concurrent audit of all  the  plants  and  offices. 
Suitable  internal  checks  have  been  built  in  to  cover  all  monetary 
transactions  with  proper  delineation of authority,  which  provides  for 
checks  and  balances at every stage. The Company has a  strong  system  of 
budgetary control which covers all aspects of operations, finance,  capital 
expenditure  at a macro level on a monthly basis reporting directly to  top 
management.  All  the physical performances and efficiency  parameters  are 
monitored  on  a  daily basis and actions are taken  then  and  there.  The 
periodical  operational  review  by  top management  at  Head  Office  also 
includes  internal  audit and cost audit observations and action  taken  to 
resolve  / rectify the irregularities and correct the  procedures  wherever 
necessary.  The  Company  has an Audit Committee  of  Directors  to  review 
financial  statements to shareholders. The role and terms of  reference  of 
the  Audit  Committee  cover the areas mentioned under  Clause  49  of  the 
Listing  Agreement with Stock Exchanges and Section 292A of  the  Companies 
Act,  1956  besides  other  terms as may be referred to  by  the  Board  of 
Directors from time to time.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

HIGHLIGHTS OF FINANCIAL PERFORMANCE

                                                          Rs. Crores
                                                  2011-12    2010-11

Net Sales/Income from operations                  4203.40    3500.72
Other Income                                        19.29      39.61
Total Income                                      4222.69    3540.33
Total Expenditure                                 3300.05    3067.03
Operating Profit                                   922.64     473.30
Operating Margin %                                  21.85      13.37
Interest & Finance Charges                         286.73     141.72
Gross Profit after Interest but before 
Depreciation and Tax                               635.91     331.58
Depreciation                                       251.29     244.03
Profit for the year                                384.62      87.55
Foreign Exchange Fluctuation                       (3.64)       2.32
Profit before Tax                                  380.98      89.87
Deferred Tax Liability                              50.24       5.00
Taxation provision - net                            37.77      16.77
Profit after tax 292.97 68.10
Return on Capital Employed (ROCE)*                 15.30%      8.83%

*  ROCE  = Operating Profit/Capital Employed  (excluding  capital  work-in-
progress and revaluation)

Net  Sales and Other Income from operations has improved by  19%  primarily 
due  to increase in selling price of cement by 24%. The  total  expenditure 
has  gone  up  by  7.6% primarily on account of the  increase  in  cost  of 
production  due  to  various  factors detailed  elsewhere  in  the  report. 
Interest  charges were higher on account of loans taken for  redemption  of 
FCCB  while  the  depreciation  charges are higher  on  account  of  higher 
capitalization  including the power plant. The Deferred Taxation  provision 
as  per  AS  22 has resulted in Rs.50.24 Crores  (Rs.5  Crores)  while  the 
provision  for current tax works out to Rs.37.77 Crores  (Rs.16.77  Crores) 
and the resultant net profit after tax was Rs.292.97 Crores as compared  to 
Rs.68.10 Crores during the previous year.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing  the 
Company`s  objectives, expectations or predictions may be  forward  looking 
within  the meaning of applicable securities laws and  regulations.  Actual 
results  may  differ  materially from those  expressed  in  the  statement. 
Important  factors  that could influence the Company`s  operations  include 
global  and domestic supply and demand conditions affecting selling  prices 
of  finished  goods, input availability and prices, changes  in  government 
regulations,  tax laws, economic developments within the country and  other 
factors such as litigation and industrial relations.
 
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