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Your Directors present the Sixteenth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2016.
OVERVIEW AND THE STATE OFTHE COMPANY'S AFFAIRS
During the year under review, cement demand remained subdued on account of weak demand from the housing segment. However, in the last quarter of the financial year, some signs of recovery emerged. Demand registered double–digit growth due to higher infrastructure spending on roads, ports and metro rail projects. The cement industry is expected to perform well in the foreseeable future following economic growth and increased government focus on infrastructure and housing on the back of initiatives such as Housing for all by 2020, Make in India, Smart Cities, as well as declining interest rates.
Your Company produced 47.56 MMT of cement against 43.88 MMT in the previous year. The effective capacity utilisation was 76% as against 75% in the previous year. Aggregate sales volume increased 7% from 44.85 MMT to 47.97 MMT, while white cement and related product volumes were 13.12 LMT (12.24 LMT). Your Company's net turnover was Rs. 23,841 crores vis–a–vis h 22,648 crores in the previous year. Profit before interest, depreciation and tax was at h 4,851 crores against Rs. 4,567 crores in the previous year.
Your Directors have recommended a dividend of Rs. 9.50 per equity share (h 9 per equity share in the previous year) of Rs. 10 each for the year ended 31st March, 2016. The dividend distribution would result in a cash outgo of Rs.h 314 crores (including tax on dividend of Rs. 53 crores) compared to Rs. 297 crores (including tax on dividend of Rs. 50 crores) paid for 2014–15.
Your Company strengthened its capacity expansion plans in response to growing demand for building material. During the year, your Company commissioned the following assets and capacities:
– 26 MW Waste Heat Recovery Systems at different locations;
– 4.5 MTPA cement grinding capacity; this includes greenfield cement grinding capacity at Jhajjar in Haryana and Dankuni in West Bengal and a 1.6 MTPA cement grinding unit at Pataliputra in Bihar in April, 2016;
– 2.0 MTPA cement packaging terminal at Pune in Maharashtra.
These projects were funded through a judicious mix of internal accruals and borrowings. The capital expenditure plan is about Rs. 1,500 crores for FY17, for projects and regulatory requirements, plant infrastructure and routine maintenance.
– Competition Commission of India
The Competition Appellate Tribunal ("COMPAT") by its order dated 11th December, 2015 set aside the Competition Commission of India ("CCI") order dated 20th June, 2012 and remitted the matter to CCI for fresh adjudication of the issues and passing of fresh order. Further, COMPAT allowed withdrawal of the amount deposited by your Company in compliance with the COMPAT interim order, which was subsequently refunded.
– Acquisition of cement units of Jaiprakash Associates Limited in Madhya Pradesh
The Board of Directors of your Company had approved acquisition of the cement units of Jaiprakash Associates Limited ("JAL") in Bela and Sidhi in Madhya Pradesh, having an aggregate capacity of 4.9 MTPA. The effectiveness of the Scheme was inter–alia subject to the sanction of the Hon'ble Bombay High Court ("High Court"). Accordingly, a petition seeking sanction of the Scheme was filed by your Company in the High Court. During the course of the hearing, the High Court indicated that based on existing provisions of the Mines and Minerals (Development and Regulation) Amendment Act, 2015 ("MMDR Act, 2015"), only mining leases granted under an auction could be transferred. Since the mining leases, which form a part of the business to be acquired by your Company from JAL, were allotted to JAL and not granted under an auction, the same could not, in terms of the MMDR Act, 2015, be transferred to your Company. Under the circumstances, your Company applied for the withdrawal of the Scheme filed before the High Court, which was permitted.
The Central Government has since amended the MMDR Act, 2015, which now provides an exception by permitting the transfer of mining leases used for captive purposes, which were granted otherwise than through an auction.
In a separate development, the Board of Directors of your Company at its meeting on 31st March, 2016 approved the signing of definitive agreements for the acquisition of identified cement plants of JAL in Madhya Pradesh, Uttar Pradesh, Himachal Pradesh, Uttarakhand and Andhra Pradesh, representing an aggregate capacity of 21.20 MTPA at an Enterprise Value of Rs. 15,900 crores. The transaction will be consummated by way of a court–sanctioned scheme to be formulated at a later date. The acquisition is expected to take around 12–14 months to fructify as it is subject to applicable statutory/regulatory approvals.
Your Directors reaffirm their commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions relating to corporate governance as provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The compliance report is provided in the Corporate Governance section of this Annual Report. The auditor's certificate on compliance with the conditions of corporate governance of the Listing Regulations is given in Annexure I to this Report.
EMPLOYEE STOCK OPTION SCHEMES ESOS – 2006
During the year, 1,972 Stock Options were vested in eligible employees. The Nomination, Remuneration and Compensation Committee ("the NRC") allotted 20,653 equity shares of Rs. 10 each of your Company upon exercise of Stock Options by the employees.
ESOS – 2013
During the year, the NRC granted 24,329 Stock Options and 8,594 Restricted Stock Units to eligible employees of your Company subject to the provisions of the Company's Employee Stock Option Scheme ("Scheme – 2013"). Additionally, 67,002 Stock Options were vested in eligible employees. No Restricted Stock Units have vested in the option grantees in terms of the provisions of the Scheme 2013. The NRC allotted 6,097 equity shares of h 10 each of your Company upon exercise of Stock Options by the employees.
In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options and Restricted Stock Units granted under the above mentioned Schemes are available on your Company's website viz. www.ultratechcement.com
A certificate from the Statutory Auditor on the implementation of your Company's Employee Stock Option Schemes will be placed at the ensuing Annual General Meeting for inspection by the Members.
Some of the prestigious awards conferred on your Company during the year included:
– Golden Peacock HR Excellence Award – 2015 : Rajashree Cement Works, Karnataka ("RC");
– Greentech Environmental Award – 2015 : RC;
– IMC Ramkrishna BajajNational Quality Award for Performance Excellence : Rawan Cement Works, Chhattisgarh;
– India Sustainability Leadership Award in the category of community project of the year (Water) conferred by World CSR Day for integrated watershed management project : Vikram Cement Works, Madhya Pradesh.
Your Company was awarded a ranking on the Indian Climate Disclosure Leadership Index ("CDLI") of CDP for 2015. Your Company earned its distinction by disclosing high quality carbon emissions and energy data through CDP's climate change program. CDP is a not–for–profit organisation that drives sustainable economies.
RESEARCH AND DEVELOPMENT
Your Company's Research and Development ("R&D") centre continues to expand and concentrate on the development of new products and processes to significantly moderate its environmental footprint. Your Company is devoted to sustainable development and explores new ways of environment preservation and the responsible use of non–renewable resources. Towards this end, your Company developed several products including Portland Limestone Cement, IRST, etc., to enhance raw material and fuel conservation, and reduce energy intensiveness and greenhouse gas emissions.
Your Company continued to prioritise environment concerns and industrial by–product recycling (including fly ash, slag, etc.). Your Company's research activities provide customers with quality products required for improved construction practices and experiences. These include high–tech specialty concretes with wide–ranging attributes and properties, innovative building products and value–added services that relate to the use of concrete and construction materials. Your Company continues to develop new technologies and processes directed at enhancing productivity.
Your Company is closely engaged with the Aditya Birla Science and Technology Company Private Limited ("ABSTCPL"), the corporate research and development centre for the Aditya Birla Group. It caters to the corporate research needs of the Group's businesses through multi–disciplinary experts working on applied research projects. Your Company's active collaboration with ABSTCPL is closely linked to its corporate objectives of mineral securitisation, process debottlenecking and predictive studies, based on natural and non–renewable resource preservation, energy conservation and improved product durability.
Your Company believes that its knowledge capital will drive growth and profitability. Your Company enjoys a strong brand image as a preferred and caring employer. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. We also worked to strengthen the 'World of Opportunities' employee positioning initiatives. Initiatives like a hiring freeze at some levels, robust talent reviews, career development conversations and best–in–class development opportunities will help enhance the employee experience at your Company.
The safety of employees, customers, vendors and those residing in proximity to your Company's operations is a continuing priority at your Company. Your Company's Safety Board is chaired by the Managing Director, supported by eight subcommittees, each of which is chaired by a Unit Head. Your Company conducted Visible Felt Leadership workshops and other initiatives through the year, covering line managers and workers. During the year, more than 200,000 safety observations were carried out, resulting in the identification and correction of unsafe acts or conditions. Structural stability was another focus area. All your Company's plants are audited by third party experts and this is followed up with the identification of action areas for further correction
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mrs. Rajashree Birla. The other Members of the Committee are Mr. G. M. Dave, Independent Director, Mr. O. P. Puranmalka, Non–Executive Director and Mr. K. K. Maheshwari, Managing Director. Dr. Pragnya Ram, Group Executive President, Corporate Communication & CSR is a permanent invitee to the Committee. Your Company also has in place a CSR Policy which is available on your Company's website viz. www.ultratechcement.com
Your Company's CSR activities are focused on Social Empowerment & Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education. Various activities were initiated during the year in villages neighboring plant locations, resulting in a spend of h 50.89 crores (1.8% of the average net profits of the last three years for the purposes of CSR). Your Company also identified projects under the Swachha Bharat Abhiyaan, work on which was started and will be intensified in the current year.
A report on CSR activities is attached as Annexure II forming a part of this report.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
Your Company's wholly–owned subsidiary Gotan Lime Stone Khanij Udyog Private Limited ("GKUPL") received an order from the Mines Department, Government of Rajasthan, canceling the transfer of mining leases in Nagaur district of Rajasthan. The Rajasthan High Court set aside the order passed by the Mines Department and directed the handing over of the mining lease to GKUPL. Allowing an appeal filed by the Mines Department against the order of the Rajasthan High Court, the Supreme Court of India directed the State of Rajasthan to frame and notify its policy relating to the transfer of mining lease and pass an appropriate order with respect to the mining lease of GKUPL. Until such a decision is taken, status quo is to be maintained in the matter. The supply of limestone from these mines was in addition to alternative supply sources. Your Company's day–today operations are not impacted by these developments.
The audited financial statements of your Company's subsidiaries and joint venture viz. Dakshin Cements Limited, Harish Cement Limited, GKUPL, Bhagwati Lime Stone Company
Private Limited, UltraTech Cement Middle East Investments Limited, UltraTech Cement Lanka (Pvt.) Limited, PT UltraTech Mining Indonesia and PT UltraTech Investments Indonesia as well as related information are available on the website of your Company viz. www.ultratechcement.com and also available for inspection during business hours at the Registered Office of your Company. Any Member interested in obtaining a copy of the audited financial statements of your Company's subsidiaries may write to the Company Secretary at the Registered Office of your Company.
In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries, associates and joint ventures is attached as Annexure III to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Regulations and forms part of the Annual Report.
Your Company has adequate liquidity and a strong balance sheet. CRISIL has re–affirmed our credit rating as CRISIL AAA for Long Term and CRISIL A1 + for Short Term.
Your Company has net repaid long term borrowings (primarily external commercial borrowings and term loans) amounting to Rs. 194 crores during the year. It has also raised short term debt (net of repayments) of Rs. 441 crores. These have been utilised for meeting working capital mismatches. During the year, your Company refinanced / repriced foreign currency borrowings of Rs. 1,224 crores to take advantage of low interest rates. All outstanding foreign currency borrowings are fully hedged.
During the financial year 2015–16, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT
Details of Loan, Guarantee and Investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Notes to the financial statements.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure V. In accordance with the provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules, forms part of this Report. However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company.
BUSINESS RESPONSIBILITY REPORT
In terms of Regulation 34(2)(f) of the Listing Regulations, a Business Responsibility Report forms a part of the Annual Report.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
During the financial year, your Company entered into related party transactions, which were on an arm's length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions were approved by the Audit Committee of your Company.
The policy on Related Party Transactions as approved by the Audit Committee and the Board is available on your Company's website viz. www.ultratechcement.com
The details of contracts and arrangement with related parties of your Company for the financial year ended 31st March, 2016 is given in Note 41 to the financial statements of your Company.
Your Company constituted a Risk Management Committee mandated to review the risk management plan / process of your Company. The Risk Management Committee identified potential risks and assessed their potential impact with the objective of taking timely mitigation action. More details on risk management are covered in the Management Discussion and Analysis, forming a part of the Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company's operations.
DIRECTOR'S RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and the substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.
Your Directors confirm that:
i. in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. the accounting policies selected have been applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2016 and of the profit of your Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities;
iv. the Annual Accounts of your Company have been prepared on a going concern basis;
v. your Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively;
vi. your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Changes in the constitution of the Board –
Mr. O. P. Puranmalka (DIN: 00062212) retired as Managing
Director of your Company from the close of business hours on 31st March, 2016. He will however continue as a Non–executive Director with effect from 1st April, 2016.
Mr. K. K. Maheshwari (DIN: 00017572) was appointed as
Managing Director of your Company for a period of four years with effect from 1st April, 2016.
Mrs. Alka Bharucha (DIN: 00114067) has been appointed
Additional Director (Independent) for a period of five years with effect from 9th June, 2016.
Mr. Atul Daga (DIN: 06416619) was appointed as Whole–time
Director of your Company for a period of five years with effect from 9th June, 2016. He is the Chief Financial Officer of your Company since 1st December, 2014 and is now designated Whole–time Director and Chief Financial Officer.
Notices pursuant to Section 160 of the Act have been received from Members proposing Mr. Maheshwari, Mrs. Bharucha and Mr. Daga as Directors of your Company.
Mr. Dilip Gaur (DIN: 02071393) resigned as Deputy Managing Director from the Board of your Company with effect from 31st March, 2016.
These changes are based on the recommendation of the Nomination, Remuneration and Compensation Committee. The Board places on record its deep appreciation for the services rendered by Mr. Puranmalka as Managing Director and Mr. Gaur as Deputy Managing Director of your Company.
Mrs. Rajashree Birla (DIN: 00022995) retires from office by rotation and being eligible, offers herself for re–appointment.
The Board recommends the appointment of Mr. Maheshwari, Mrs. Bharucha and Mr. Daga and the re–appointment of Mrs. Rajashree Birla. Items seeking your approval on the above are included in the Notice convening the Annual General Meeting ("AGM").
Brief resumes of the directors being appointed / re–appointed form part of the Notice of the ensuing AGM.
During the financial year 2015–16, Mr. O. P. Puranmalka, Managing Director and Mr. Dilip Gaur, Deputy Managing Director have not received any commission / remuneration from your Company's holding as well as subsidiary companies.
Meetings of the Board –
The Board of Directors of your Company met seven times during the year to deliberate on various matters. The meetings were held on 25th April, 2015; 20th July, 2015; 19th October, 2015; 18th December, 2015; 20th January, 2016; 15th February, 2016 and 31st March, 2016. Further details on the Board of Directors are provided in the Corporate Governance Report forming part of this Annual Report.
Independent Director's Statement –
Independent Directors on your Company's Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Formal Annual Evaluation –
The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others.
Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non–executive Directors, Executive Directors, Committees and the Chairman of the Board. The manner of evaluation is provided in the Corporate Governance Report.
The details of programme for familiarisation of Independent Directors of your Company are available on your Company's website viz. www.ultratechcement.com
Policy on Appointment and Remuneration of Directors and Key Managerial Personnel and Remuneration Policy –
The NRC has formulated the remuneration policy of your Company which is attached as Annexure VI to this report.
KEY MANAGERIAL PERSONNEL
Mr. O. P. Puranmalka ceased to be Managing Director with effect from the close of business hours on 31st March, 2016. Mr. K. K. Maheshwari was appointed as Additional Director and Managing Director of your Company with effect from 1st April 2016, subject to consent by the Members of your Company at the ensuing AGM.
In terms of the provisions of Section 203 of the Act, Mr. K. K. Maheshwari, Managing Director (with effect from 1st April, 2016); Mr. Atul Daga, Whole–time Director and Chief
Financial Officer and Mr. S. K. Chatterjee, Company Secretary, are the Key Managerial Personnel of your Company.
The Audit Committee comprises of Mr. R. C. Bhargava, Mr. G. M. Dave and Mrs. Renuka Ramnath, all independent directors. Mr. D. D. Rathi, director of your Company and Mr. Atul Daga, Whole–time Director and Chief Financial Officer are permanent invitees. Further, details relating to the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report.
Your Company has in place a vigil mechanism for Directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct. Adequate safeguards are provided against victimisation to those who avail of the mechanism and direct access to the Chairman of the Audit Committee is provided in exceptional cases.
The vigil mechanism is available on your Company's website viz. www.ultratechcement.com
In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years. They can be re–appointed after a cooling period of five years. In computing the period of ten years, the period for which the auditor held office before the commencement of the Act i.e. before 1st April, 2014 is also to be taken into account.
At the 15th AGM of your Company, the Members approved the appointment of BSR & Co. LLP, Chartered Accountants, Mumbai as one of the joint statutory auditors of your Company in place of Deloitte Haskins & Sells LLP, to hold office from the conclusion of the 15th AGM until the conclusion of the 20th AGM of your Company, subject to ratification by the Members at every AGM till the 19th AGM.
M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai was appointed as one of the joint statutory auditors of your Company in October, 2004 and re–appointed at every AGM thereafter. M/s. G. P. Kapadia & Co. has been in office for more than ten years and in compliance with the provisions of the Act, your Company will have to appoint a new auditor in their place by 31st March, 2017. The Board of Directors has, at its meeting held on 25th April, 2016, recommended the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai, as one of the joint statutory auditor of your Company in place of
M/s. G. P. Kapadia & Co., to hold office from the conclusion of this AGM until the conclusion of the 21st AGM of your Company, subject to ratification by the Members at every AGM till the 20th AGM.
Resolutions seeking your approval on these items are included in the Notice convening the AGM.
The observation made in the Auditor's Report are self–explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. N.I. Mehta & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, as Cost Auditors, to conduct the cost audit of your Company for the financial year ending 31st March, 2017, at a remuneration as mentioned in the Notice convening the AGM.
As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to Cost Auditors forms a part of the Notice of the AGM.
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. BNP & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year ended 31st March, 2016. The report of the Secretarial Auditors is attached as Annexure VII.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2016 is given in Annexure VIII to this report.
– There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.
– Your Company has not issued any shares with differential voting.
– There was no revision in the financial statements.
– Your Company did not issue any sweat equity shares.
– During the year, your Company did not receive any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co–operation and support and look forward to their continued support in future. We thank our employees for their contribution to your Company's performance. We applaud them for their superior competence, dedication and commitment.
For and on behalf of the Board
Kumar Mangalam Birla
Place : Mumbai,
date : 9th June, 2016