DIRECTORS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

We are pleased to present the Annual Report of the Company for the year 2015.

1. INDIAN ECONOMY

A POSITIVE YEAR OF MACROECONOMIC STABILITY

The Indian economy has certainly performed creditably compared to most developed and emerging markets of the world in the past year. The macroeconomic condition is stable; consumer price inflation is well under control and the wholesale price inflation is in negative territory; there have been four interest rate cuts by the Reserve Bank of India; and thanks to historically low prices of crude oil, minerals and metals, input costs have reduced with the balance of payment situation being better than it has been in the last five years. The latest estimates of the Central Statistical Organisation suggest that growth of India's Gross Value Added for the fiscal year 2014-15 will be at around 7.3%, which is not only higher than the previous year's but also the best among large emerging economies. All this ought to augur well for the cement industry.

Even as the economy has made progress, this has yet to show a positive impact on significan t demand revival and improved corporate earnings. Two consecutive weak monsoon seasons along with stalled reforms due to political discord remain concerns. So, too, the relatively modest pace of infrastructure growth which has a direct bearing on the cement industry.

THE CEMENT INDUSTRY:

INDISPENSABLY LINKED TO ECONOMIC GROWTH

Cement is indispensable for nation building and has a direct linkage with the nation's health and growth. Despite the economy clocking growth at over 7% in 2015, cement production remained subdued, growing by a modest 1% to 2% as against 6%, the previous

year. Cement demand remained weak primarily due to low consumption from end-user sectors and procedural delays in clearances for industrial and infrastructure projects.

Moreover, the cement industry is confronting excess capacity resulting in lower capacity utilization. This gap between demand and supply will shrink when major infrastructure projects come into play.

The industry has evolved over time to become more organised, efficient and structured; and has achieved substantial improvements in manufacturing technology. Innovation, increased use of blended cement, increased energy efficiency, advanced technology and use of alternative fuels have played an important role in protecting the environment and have helped the nation preserve its rich natural resources.

2. FINANCIAL RESULTS 2015

AT A GLANCE (STAND-ALONE RESULTS):

• Cement production increased by 0.5% to reach 21.5 million tonnes, from 21.4 million tonnes while clinker production decreased by 3% to 14.4 million tonnes, from 14.9 million tonnes in 2014.

• Domestic cement sales volume in 2015 increased marginally to 21.5 million tones. Clinker sales (including exports) decreased from 0.61 million tonnes in 2014 to 0.27 million tonnes in 2015.

• Net sales at Rs. 9,368 crores were down by 5.5% than that of the previous year's Rs. 9,911 crores. Average sales realization decreased by around 3.9% at Rs. 4,297 per tonne against approx Rs. 4,474 per tonne in 2014.

• Total (operating) expenses for the year 2015 were marginally lower than the previous year.

• The Company achieved an absolute EBITDA of Rs. 1,531 crores which was lower by 20.6% over the corresponding EBITDA of Rs. 1,928 crores of the year 2014. This was mainly on account of lower cement sales realisation.

• Profit before Tax at Rs. 1,172 crores was down by 34.3% over corresponding Profit before Tax of Rs. 1,783 crores for the year 2014. Fall in Profit before Tax was due to lower EBI TDA an d additional depreciation charge on account of implementation of the provision s of new Companies Act, 2013.

Net Profit at Rs. 808 crores was down by 46% over corresponding Net Profit of Rs. 1,496 crores for the year 2014. This was mainly due to lower Profit before Tax coupled with write back of tax provision in previous year of Rs. 176 crores as against additional tax pertaining to previous years of Rs. 56 crores during current year.

3. DIVIDEND

The Company paid an interim dividend of 80% 1.60 per share) during the year. In view of the substantial decline in the Profit after Tax for the full year and with a view to conserve resources for the future requirements, the Directors have recommend a final dividend of 60% (Rs. 1.20 per share). Thus, the aggregate dividend for the year 2015 is 140% (Rs. 2.80 per share) and the total payout will be Rs. 522.99 crores, including dividend distribution tax of Rs. 88.46 crores. This represents a payout ratio of 65%.

4. MARKET DEVELOPMENTS

In the backdrop of almost static national cement demand, the Company's cement sales in 2015 increased marginally to 21.5 mil lion tonnes as compared to 2014. Due to the poor global economic situation and lacklustre demand, the Company did not venture into export of cement in 2015.

REGION-WISE SALES VOLUME / GROWTH

In the North region, the cement sales of the Company remained flat at 8.7 million tonnes in 2015.

In the East region, the Company achieved sales of 4.6 million tonnes, registering a growth of 2.2% over the previous year sales of 4.5 million tonnes.

In the West & South region, the Company's domestic cement sales in 2015 declined by 1.2% to 8.2 million tonnes as compared to 8.3 million tonnes achieved in 2014.

DISTRIBUTION NETWORK

Our quality products are marketed and distributed pan India with our strong network of Sales Offices and warehouses with well-trained & experienced personnel. Vast distribution network of evolved dealers and retailers whose reach helps the Company to cater to all markets including rural and semi-urban markets. This, coupled with the strong brand equity and efficient channel management, helped the Company withstand severe competition.

While the Company's network of ports, bulk cement terminals and captive ships supported a sustainable and strong market position in Mumbai, Surat and Cochin, the Mangalore bulk cement terminal, with its commercial operations, helped expand the Company's footprint in the South region.

CUSTOMER EXCELLENCE

The Customer Excellence platform helped create a uniform and standard approach of working at the marketplace. Through this, we have been successful in monitoring the performance of our footprint across the country. This was further aided by the Net Promoter Score (NPS) survey that helped the Company identify and focus on providing even better and robust innovative solutions to fulfil our customers' needs.

Backed by our vast experience of providing quality products since its inception, the Company introduced the Special and Premium category of products inselective markets which were received well and appreciated by consumers.

PRODUCT QUALITY

UPHOLDING A LEGACY OF TOP QUALITY CEMENT

Besides strength, bag-to-bag consistency is the hallmark of Ambuja Cement. It's perhaps why Ambuja Cement is the preferred choice of the entire spectrum of consumers - from sophisticated infrastructure projects to high rise structures and small individual home builders in small towns.

Over the last three decades, Ambuja has followed this philosophy to produce excellent quality of cement from all its plants from a range of raw materials. Over these years, it has also lowered the clinker factor by inventing new techniques of using different kinds of fly ash, an environmentally hazardous waste of thermal power plants. The global knowledge and expertise of LafargeHolcim has come handy in these inventions.

To maintain a high standard of quality, the Company has set the Product Quality Management (PQM) system designed with the help of LafargeHolcim expertise.

Today, Ambuja Cement is acknowledged as one of the finest cements in the world. It is even more commendable that it has achieved this position with a clinker factor among the lowest in India.

BRAND BUILDING

2015 saw yet another milestone in the history of the brand. Our new TV commercial - 'The Great Khali's house' - became an instant hit with people across different social strata and geography. It went viral on the digital medium clocking more than two million views on YouTube alone. The advertising and marketing community has rated it as one of the best advertisements of recent times.

Even as the advertisement created a buzz in our dealer network thanks to digital platforms like WhatsApp and YouTube, it has also given a fresh push to the brand in the market besides setting up a new benchmark in advertising.

Impact magazine has rated this ad as one of the best in 2015. It seems the tradition of creating iconic communication which began with the 'Giant' around three decades ago, continues.

TECHNICAL SERVICES

Ambuja's technical services team, that consisted of 300 expert civil engineers, continued to work closely with the individual house builder, contractor andcustomers. These engineers have scientifically developed innovative techniques of concrete mixing and curing.

The response was so overwhelming that the number of sites serviced by our engineers increased three times.

Ambuja also reached out to over 20000 contractors through a series of technical training programs and easy-to-use mobile apps.

SPREADING INDUSTRY KNOWLEDGE

Simultaneously, a network of 27 Ambuja Knowledge Centres (AKC) was set-up in metros and main towns including Mumbai, Delhi, Kolkata, Chandigarh and Ahmedabad.

The AKC is a platform of knowledge-sharing among construction professionals. Besides hosting a series of lectures and seminars on contemporary practices where speakers from all over the world participate, these AKCs also conduct regular training workshops on mix designs, hi-rise structures for young site engineers and quality control experts from various large construction companies and builders.

Two of our well-equipped concrete testing laboratories have received the coveted National Accreditation Board of Testing and Calibration Laboratories (NABL)

certification by the Department of Science & Technology, Government of India. These are India's first such laboratories in the cement industry.

ENHANCING CHANNEL ENGAGEMENT

Ambuja Cement has built a unique relationship with its dealer network over the last three decades. We call it Ambuja Parivar. Besides annual conferences and events, it also includes high-end training programs, designed and conducted by top management schools in India like Indian Institute of Management (IIM) of Ahmedabad, Lucknow and Bhopal; and Indian School of Business (ISB), Hyderabad, as well.

These training interventions have increased our dealers' efficiency in terms of Ambuja's objectives and reiterated our promise to our dealers for - Best Product, Best Support and Best Service.

LOGISTICS

Logistics continued to focus on Cost, Service and Safety in operations throughout 2015. Despite the 4% increase in rail freight, the total distribution costs per tonne were lower than in 2014 by 2% mainly due to a diesel price decrease and various Logistics savings initiatives like focus on direct despatches, reduced lead distance, lowering packing bags costs and improved home market sales, among others.

Network Optimisation projects were rolled-out to

study and quantify benefits. Optimiser Tools were launched in all the regions along with the rollout of the sales and operations planning (S&OP) process to in tegrate an d in crease coordin ation between sales and operations. Material allocations from the optimiser improved cost performance. On the safety front, the Indian Road Safety Programme (IRSP) was rolled out with focus on improving driver safety and behaviour. The use of Global Positioning System (GPS) / Radio Frequency Identification (RFID) to reinforce and improve journey management standards is underway. There is also focus on making parking yards safe through design and process change.

Logistics infrastructure was improved with the packer installation at our units at Rabriyawas (Rajasthan) and Sankrail (West Bengal).

5. COST DEVELOPMENTS

The Company was able to achieve a lower total operating cost this year backed by favourable fuel prices and excellence programme undertaken by the Company with an aim to improving efficiency.

MAJOR COST MOVEMENTS

i) Cost of major raw materials, fly ash and gypsum, decreased by 1% and 5% respectively on per tonne basis. Overall, the raw material cost per tonne was largely flat compared to the previous year.

ii) Power and fuel costs account for approximately 24% of the total expenses. Coal cost for kiln reduced by 11% while coal cost for captive power plants increased by 1%, mainly due to higher cost of imported coal. Substitution of high cost coal in the kiln by pet coke usage helped in restricting overall cost increase. The Company was also able to increase its usage of alternate fuels by 2% over the usage for the year 2014. Usage of alternate

fuels accounted for 6% of total thermal energy consumption in 2015.

Cost of grid power increased by 3% on per unit basis; however, cost of captive power was restricted to just 2% increase in 2015. Captive power generation contributed 66% of the total power requirement.

Overall, power and fuel costs have decreased by 1% on per tonne basis as compared to the previous year.

iii) Freight and forwarding cost worked out to 29% of total expenses. On per tonne basis, cost increase was restricted to just 2% due to the positive impact of declining diesel prices and various logistic optimisation efforts, such as focus on direct despatches and reduced lead distance by im proving hom e m arket sales an d efficient utilization of chartered ship.

iv) Other expenses at 23% of the total expenses remained the same as the previous year. This was possible on account of reduction in the cost of packing bags which came down by 17% over the previous year, on the back of a decrease in PP granule prices. Further, the Company's repairs and maintenance expenses reduced by 6% over the previous year.

COST MITIGATION MEASURES AND EFFICIENCY IMPROVEMENT INITIATIVES:

PROMOTING SUSTAINABLE EFFICIENCY

i) Keeping in line with the Company's philosophy of Sustainable Operations, a number of initiatives were undertaken to enhance fly ash consumption in PPC with quality.

ii) To mitigate risk associated with the dynamic fuel market, the Company has developed abilities to switch to the most economical fuel mix. This has led to an increased focus on usage of low cost fuels like petcoke.

iii) 'GEO 20', an initiative for the usage of cost efficient and sustainable green fuel, which has been in operation and now stabilized. An increased usage of green fuel has helped reduce energy costs and carbon footprint.

iv) The replacement of MP turbine with HP turbine at Maratha Cement has led to visible improvement in efficiency, leading to lower power generation cost. Another move to reduce energy cost is the replacement of voltage variable frequency drives (VVFD) to achieve lower power consumption.

v) A separate Grinding and Blending project at Ambujanagar has been commissioned. This system will help produce consistent, high quality cement and also help in reducing the power consumption.

6. EXPANSION PROJECTS AND NEW INVESTMENTS EXPANDING RESPONSIBLY TO SERVE BOTH ECONOMIC AND ENVIRONMENTAL INTERESTS

The Company took up several projects to serve its customers in a more efficient, cost-effective, reliable and environment-friendly manner, while bolstering its market position in the industry.

CAPACITY EXPANSION DURING THE YEAR

i) The new Roller Press at Sankrail has been installed. Once production stabilises, the Roller Press will help increase the grinding capacity by 0.9 million tonnes and will also reduce the energy consumption.

ii) The waste heat recovery system (WHRS) plant at Rabriyawas constructed with an investment of Rs. 85 crores is commissioned to bring efficiency in fuel utilization, optimize power costs and meet our Renewable Power Obligation.

iii) In order to strengthen logistics capability and extend its reach to customers, a new railway siding project to connect the plant location with the nearest railway junction has been initiated at the Rabriyawas unit in Rajasthan. The total project cost has been estimated at Rs. 250 crores and theproject is likely to begin operations in 2017.

iv) The Brownfield expansion project of master packer an d auto wagon loading is in the commissioning stage at Sankrail and scheduled for completion during the second quarter of 2016. New packer and auto loaders will improve the despatch capacity.

UPCOMING CAPACITIES AND INVESTMENTS

i) Ambuja acquired a new coal block - the Gare-Palma sector-IV/8 in Chhattisgarh - through the e-auction of coal blocks conducted by the Government of India. This acquisition will secure long term security and savings in cost of fuel for the plants. The estimated CAPEX for the devel opment of this coal block would be approximately Rs. 370 crores and mining operations expected to commence in 2018.

ii) The Company proposes to put up an integrated cement plant of 4.50 million tonnes at Marwar Mu ndwa, N agaur district in Rajasthan and associated grinding units at Osara (MP) and Dadri (UP) at an estimated cost of Rs. 4000 crores. The project construction work is yet to start.

The year 2016 will see capital expenditure worth Rs. 400 crores. The entire proposed expenditure would be financed by internal accruals.

7. OUTLOOK

To facilitate rapid economic growth, big structural reforms, faster approvals with major support of fiscal and monitory policy would be necessary. Tangible policy actions are required to facilitate investment. Whil e the Government's commitment of fiscal conservatism and higher expenditure on salaries on account of Pay Commission may likely to have an impact on capital expenditure, it is also expected to lead to demand generation.

For robust and sustainable growth, private investment and exports needs to revive and the Indian rupee needs to remainstabl e. India h as to remain competitive and be able to pass on the benefits to its domestic audience for inclusive and sustained growth. Investments in education, training, manufacturing and infrastructure are the need of the hour.

GETTING GROWTH BACK ON TRACK

As mentioned earlier, with substantial surplus capacity, the cement industry is at relatively low levels of capacity utilisation, with its concomitant effects on overall profitability. Utilisation has to improve for recovery of capital investment and for this, cement demand has to get back to +6% growth.

We expect much of this incremental demand to come from Government-backed projects. Concretisation of roads, dedicated freight corridors, development of Smart Cities, Metro Rail projects, construction of toilets under 'Swachh Bharat Abhiyan', the Atal Mission for Rejuvenation and Urban Transformation (AMRUT) are major thrust areas which can drive cement consumption. The Government's focus on infrastructure and 'Make in India' are well-placed and the planned expenditure/initiatives will surely benefit the cement industry.

GOVERNMENT INITIATIVES PAINT A POSITIVE PICTURE

With the easing of rules for foreign direct investment (FDI) in the real estate sector and reduction of interest rates, the commercial and residential real estate sectors are also likely to drive cement consumption. Factors that will influence this trend in the medium to long term will be increased per capita income, housing needs of nuclear families, rapid urbanization and government stimulus to various rural and affordable housing schemes.

Given the enormous need for infrastructure and housing, which require large quantities of cement as a basic building material, the prospect of industry over the medium term is bright. Consistent increase in demand should absorb the excess supply and also improve the utilisation of the industry.

8. RISKS AND AREAS OF CONCERN STAYING ONE STEP AHEAD OF RISK

Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a well-defined framework.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the chairmanship of Mr. Rajendra Chitale, Independent Director, has also been constituted to oversee the risk management process in the Company. Based on a detailed review, the following key risks have been identified:

SECURING RESOURCES FOR FUTURE

Land, limestone and coal are the basic inputs for manufacturing cement. Even though we have sufficient reserves, but to sustain our brand and quality for the future, as well as securing additional reserves are critical. With respect to coal, quality and price are both matters of concern. Availability of mining land for limestone is also a rising concern for the Company, which would require huge CAPEX. While a coal block has been allotted through auction to secure coal availability, there is a need to secure the limestone supply.

FUTURE REGULATION

A number of potential future regulations facing the cement industry have been identified by the Company, related to air quality, energy and carbon management, biodiversity, land and water.

Being a responsible corporate citizen, compliance to all regulations is the prime concern for the organisation and its management, which will require substantial CAPEX in the future.

DEMAND SLOWDOWN

Despite the initiatives announced by the Government, cement demand did not pick up as anticipated. Many projects/policies were announced/initiated by the government to support and aid the growth of industry; however, the pace of investments and construction activities continued to remain low in 2015 more so due to slowdown in rural economy.

Expectations and ground realities are yet to meet.

Demand growth is vital and seen as a concern for short term. With increased allocation for infrastructure and construction, it is expected that cement demand will grow and with other policy initiatives, it is expected that some much-needed investments will be forthcoming by consuming sectors.

Inflation has been under control and it is expected that this will remain contained to allow more purchasing power for the general population which will aid cement growth.

Global jitters are already being felt in India leading to uncertainty in the general economic perception. It is hoped that India will continue to shine and be a destination of choice for global investment.

taxation & administrative burden

A NEED FOR UNIFORMITY

High taxes and administrative burden continues to remain a major concern for the cement industry; along with steel, the two form an important raw material for the 'infrastructure' and 'real estate' sectors. However, steel, falls under the category of 'Goods of Special Importance', and attracts a lower tax rate @ 4%, whereas cement does not; and this makes cement subject to higher tax in comparison to other building materials.

The solution to this issue lies in the rolling-out of a uniform tax regime through the implementation of the Goods and Services Tax (GST). The government has taken strides towards getting Cabinet approval of the GST Bill that is slated to play a critical role in the next level of growth and truly realise the full extent of the country's potential.

9. HUMAN RESOURCES

investing in our most important resource - people.

In our journey to ensure better productivity in 2015, we moved to a function-centric organisational structure from a region -based structure. This transition is to enable faster and expertise-led decision making at all levels and reduce the response time to external environmental challenges. This initiative al so helped in enhancin g function al excellence and better resource mobilisation. As a result, our manpower productivity improved by 19% over 2014.

We institutionalized Sustainable Talent for Enhanced Performance (STEP) in 2012 and after the successful graduation of 96 managers in 2014, it was now important to take the high performance coaching program to the next level. Ambuja STEP-II was launched in January 2015 with 60+ participants who underwent an enriching and fulfilling journey of 12 months. Our emphasis on building and developing leaders is more focussed in this journey where 35 of the top certified participants will take up the role of people coaches.

This l earning journey includes formal , inform al and highly interactive components that would help in honing their coaching skills. It will ensure that the development initiatives result not just in better skills but in enhanced performance and higher engagement.

Our programme on Rewards & Recognition (R&R) is promoting a healthy performance culture and helps recognize employee achievements and contributions which will go a long way in building high employee engagement.

We also embarked on the journey of establishing the Business Shared Service Centre (BSC) - now called One India BSC - to streamline and align the Finance and HR operations for Indian operating companies of LafargeHolcim group (ACL and ACC) with the twin objective of increasing the effectiveness and efficiency

of our processes and improving the overall customer experience (internal and external).

10. SUSTAINABILITY AND ENVIRONMENT

Our journey to achieve sustainability continued this yea r with im proved perform an ce on several parameters of governance, environment protection as well as social responsiveness. This was achieved through a variety of initiatives that we undertook together with systems and processes to keep pace with long term objectives of the Company.

we've cut back. on carbon emissions. A 6.5 MW Waste Heat Recovery System (WHRS) for power generation was commissioned at the Rabriyawas plant in Rajasthan which will further reduce dependence on fossil fu el for power generation and consequently, the Company's carbon footprint. We also completed measurement of Scope-3 carbon emissions at Rabriyawas plant and areem barking upon the same for our other four integrated plants as well. In addition, we have initiated capacity building of our environment managers for gearing up towards Environment Product Declaration (EPD) and Life Cycle Assessment (LCA) of our products. These efforts will take us a step closer to sustainability product certification/labelling for cement production similar to the pilot conducted for the Darlaghat plant in 2014.

Natural Capital Action Plan (NCAP) is being attempted through inputs from Confederation of Indian Industry-India Business Biodiversity Initiative (CII-IBBI) as a part of our effort to ensure sustainable ecology by way of biodiversity and natural capital conservation.

All our plants have initiated ambient air quality and process emission parameters reporting on a real-time basis on websites of regulatory authorities for transparency and public information.

GAINING RECOGNITION FOR SUSTAINABILITY PERFORMANCE

Our continued sustainability performance has been recognised by external assessments and awards. For the 5th time in a row, the Company bagged theprestigious CII Sustainability Award 2015 for 'Corporate Excellence-Commendation for Significant Achievement in category 'A'. greater focus on training, awareness, standards, policies and implementation on Biodiversity Conservation

partnering for environment protection

We continued our collaboration with various stakeholders for the cause of environment protection and sustainability. These included joining hands with Cement Sustainability Initiative (CSI) of World Business Council for Sustainable Development (WBCSD) for the implementation of the India specific 'Low Carbon Technology Road Map for Cement Industry', and the launch of the India Water Tool (IWT) version 2.0 in early 2015. This tool will help companies understand and respond to their growing challenges of managing water effectively and identifying water risk areas. Our partnership with India Business and Biodiversity Initiative (IBBI) of CII supported by Ministry of Environment, Forests & Climate Change and GIZ continued with even

materiality review

The Company launched a comprehensive Materiality Review in 2015 to facilitate a good understanding of the Company's obligation s to its stakeholders consistent with the business's commitm en t to corporate responsibility and to find out material issues. It has provided a platform for promoting transpare n t com munication and providing g an opportunity for the Company to identify and address stakeholders' interests.

The Global Reporting Initiative guidelines on stakeholder engagement was followed and engagement was designed with the objective of issue-based, proactive, learning oriented implementation which helped achieve tangible results in alignment  with the Company's targets. The stakeholder en gagmen program was deployed in phases focusing on each identified stakeholder sector individually and the organization. Gap analysis was conducted to constantly revise the engagement strategy and include the emerging materiality issues into its business sustainability agenda.

SUSTAINABILITY REPORTING

We shared our 8th annual corporate Sustainability Development Report on triple bottom line performance for the year 2014 following GRI G4 (Comprehensive) guidelines with 'Assurance' by an in dependen t certifying agency as per AA1 000 assurance standard. We have responded to the Metal and Mining Sector Supplement of the GRI while reporting on our Sustainability performance to our stakeholders. The Company has also been issuing

Business Responsibility Report (BRR) as a part of its Annual Reports since 2012. The process also entailed a detailed Materiality Review as detailed above with our internal as well as external stakeholders.

additional reporting and disclosures

Apart from voluntarily reporting our Carbon emissions performance on Carbon Disclosure Project (CDP) since 2010, the Company voluntarily reported on CDP Global Water Report 2015 being one among eight Indian com panies reporting on the same. Ambuja continued its good performance in CDP Climate Change Leadership Index 2015 and scored 97 out of 100.

We also initiated reporting in the Dow Jones Sustainability Index (DJSI) for Emerging Markets in 2015 to benchmark ourselves with the leading companies in the sector for further improvement.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has made conscious efforts to involve communities in its development journey through Ambuja Cement Foundation (ACF), the CSR arm of the company. ACF realized its responsibility to co-exist peacefully with the host communities, and over the past two decades has kick-started multiple programmes at 21 locations across 11 states.

ACF's programs are focussed on: Water Management, Skill and Entrepreneurship Development, Healthcare, Education, Women Empowerment and Agro-based Livelihoods. Detailed report on CSR activities including amount spent is given in Annexure I.

water management

With the motive of 'giving more than we take', ACF has been working in Gujarat, dry arid territories of Rajasthan, hilly regions of Darlaghat and the water scarce state of Andhra Pradesh. To date, ACF has reached out to more than 400,000 people across locations. Initiatives like renovation of traditional water reservoirs, pond deepening, roof rain water harvesting structures (RRWHS) and reverse osm osis plants, am on g others have improved accessibility to healthy drinking water. In addition, these initiatives have improved the quality of land and environment.

the only water positive cement company in India.

As a result of these efforts, the Company was certified as 4.03 times water positive. ACL's Rabriyawas plant, located in middle of a desert in Rajasthan, has been certified 13 times water positive. For Rabriyawas, water has changed the landscape in the region, with improvement in not just biodiversity and land quality, but also the livelihoods and lifestyle of people. Ambuja Cement is the only water positive cement Company in India with total water credits of 31 million cubic metres.

agro-based livelihoods

Strengthening community through sustainable livelihoods programmes has changed the lives of youth, women and farmers in nearby communities.

The agro-based livelihood generation programme to make agriculture and allied activities a sustainable source of livelihood has introduced the farmers to new technologies and created market linkages reaching out to over 85,000 farmers. Crop specific programmes -Better Cotton Initiative (BCI) reached out to more than 26,000 farmers covering 40,000 hectares of land and System for Rice Intensification (SRI) project has

covered 800 farmers, and is in an expansion mode. The initiative to promote animal care has changed lives of many women in Darlaghat. The local women are trained as para-veterinarians or Pashu Swasthya Sevikas (PSS), thus providing the much needed access to cattle care, improving the status of agriculture allied activities. To promote allied farming livelihoods, the farmers were introduced to Alternative Fuel Resource (AFR), where they get paid by Ambuja to provide bio-wastes like sugarcane trash, leaves, cotton stalk, wheat straw and other crop residues as biomass.

To enhance alternative means of livelihood and develop the skills of community youth, ACF has established 16 Skill and Entrepreneurship Development Institutes (SEDI) across 10 states that provides vocational training in 12 sectors. Till date, SEDI has trained almost 26,400 youth, of which 70% have been successfully placed in various industries.

SEDI, Nagaur (Rajasthan) has trained 60 physically challenged youth, of which 90% have started their independent enterprises.

health and sanitation

ACF has been actively working on clinical, preventive and promotive healthcare through mobile medicare units, community health clinics, diagnostic centres and specialised health camps. The health projects are implemented in close coordination with Public Health Departments, panchayats, Village Development Committees and led by a cadre of voluntary health workers or "sakhis", who work as the interface between the public health system and the community. Today, sakhis are active participants in the village health and sanitation committees, vocal at gram sabhas about healthcare issues and are resource persons promoting awareness on rural health and hygiene.

keeping it clean

ACF along with Women's Federations in Chandrapur (Maharashtra) and Kodinar (Gujarat) encouraged people to construct toilets in their households to improve health and sanitation. The two Federations, with 435 self help groups (SHG) and over 4800 members are driving communities to adopt hygienic practices. In Darlaghat (Himachal Pradesh), children from the community ensured an open defecation free (ODF) village. Known as "Swachata Doot" (Messengers of Cleanliness), these children spread the message by demonstrating hygiene and cleanliness in their allocated area.

As part of the sanitation project, more than 22,000 toilets have been constructed in 130 villages in different locations of the Company. ACF aims to make all the villages that they are working in 100% ODF by 2020. Under the school sanitation programme, ACF has resolved issues in 172 schools. Each of these schools have a vigilance committee with school children as committee members, ensuring cleanliness and sanitation in their school premises.

AMBUJA MANOVIKAS KENDRA (AMK)

At this special facility for intellectually challenged children in Ropar, Punjab, two students brought glory to their school at the Summer Special Olympics 2015 organized in Los Angeles, USA. Meera Kumari and Pawandeep Singh won the gold and bronze medals in the cycling and basketball categories respectively. This has added yet another credit to AMK with seven of its students to date, having won 11 medals at the Summer Special Olympics under different categories.

stakeholder engagement

ACL's communities and stakeholders participate in identifying issues and evolving solutions in a systematic and continuous manner.

• Community Advisory Panels (CAP) consisting of community members and members from Ambuja Cement, meet regularly to discuss the community concerns.

• Community Engagement Plans (CEP) are prepared annually by ACF in close consultation with the community and ACL units, based on concerns raised at CAPs and other stakeholder meetings.

• Social Engagement Scorecard (SES) is conducted annually at all locations, to provide a review of programs in the form of group discussions and opinion leader interviews.

• Site Specific Impact Assessments (SSIA) are

conducted cyclically to apprehend the insights and needs of all stakeholders of the Company.

12. HEALTH & SAFETY (H&S)

Health & Safety is an overarching value for all of us at Ambuja. The Company is committed to ensure safety of all its employees, contractors and everyone associated with it. It firmly believes in the policy of "Zero Harm". Our onsite performance has gradually improved since 2013. From ten fatalities in 2013, it was three in 2014 and one in 2015. The 'We Care' - our Health & Safety Excellence Journey initiative launched across the Company the previous year has remarkably helped in ch an gin g th e m in dset of ou r p eopl e an d strengthening the safety culture in the Company.

It was observed that everyone across the plants was speaking the language of safety. Under 'We Care', Health & Safety was made a line responsibility and not the functional obligation. This led to standardization of processes, increased participation, involvement and engagement of people on the ground.

For capability building, a mass training program was rolled out for 6500 employees and contractors involved in high risk activities; also conducted certification programs with the help of external experts. With the objective of emotional engagement and changing mind-set towards safety, 12000 people were connected through sensitization workshops and behaviour-based training (BBS) for over 900 front-line staff and workers. A Reward & Recognition program was introduced where 374 individuals and 31 teams were rewarded for proactive interventions.

Even as our efforts in 2015 have been good, we need to continue the momentum in the coming year especial l y in improving H &S engagement and accountability. I n 201 6, our focus will be on implementation which would include enforcing on-ground learnings and demonstrating it too. Besides rewards, there is a need to introduce consequence management for any non-compliance on safety. A matter of concern has been Vehicular & Traffic Safety, which will be incorporated this year as part of our larger strategy.

So far, we have been on the right track on our H&S journey and our teams are committed to achieve the goal of Zero Harm.

13. MERGER OF HOLCIM LTD. SWITZERLAND AND LAFARGE SA FRANCE

On 10th July, 2015 Holcim Ltd. Switzerland and

Lafarge SA, France announced the completion of their global merger to create LafargeHolcim Ltd. (LH), a world leader in cement and building material industry. LH is present in 90 countries with around 1,15,000 employees. LH is the ultimate holding Company and Ambuja continues to receive all-round support from them in various facets of the Company's business and support functions.

14. ORDER OF COMPETITION APPELLATE TRIBUNAL (COMPAT)

In June 2012, the Competition Commission of India (CCI) passed an Order levying a penalty of Rs.1163 crores on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including Ambuja) for alleged violation of certain provisions of the Competition Act, 2002. The Company filed an appeal before the COMPAT for setting aside the said Order of CCI. The COMPAT granted stay on levying the penalty imposed on the Company by CCI against deposit of 10% of the penalty amount. In December 2015, the COMPAT finally set aside the said Order of CCI and remanded back to CCI for fresh adjudication of the issues and passing of fresh Order. It also allowed the Company to withdraw the amount of 10% deposit kept with the CCI.

15. TREASURY OPERATIONS

During the year, the Company's treasury operations con tin ued to focus on cash forecastin g an d deployment of excess funds on the back of effective portfolio management of funds within a well-defined risk management framework.

All investment decisions in deployment of temporary surplus liquidity continued to be guided primarily by the tenets of safety of Principal and liquidity. Proactive management of portfolio helped improve treasury yield performance. During the year, the investment portfolio mix was continuously rebalanced in line with the evolving interest rate environment.

16. DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

17. PURCHASE OF SHARES IN HOLCIM INDIA PVT. LTD. (HIPL) AND AMALGAMATION OF HIPL WITH THE COMPANY

The members may be aware that the Company had proposed to acquire 24% equity shares of HIPL from Holderind Investment Limited, Mauritius and subsequently amalgamating HIPL with the Company under the Scheme of Amalgamation. The Scheme has been approved by the requisite majority of the Members and has also received assent from the Hon'ble High Courts at Gujarat and Delhi. However, the Scheme will be effective upon receipt of approval from the Foreign Investment Promotion Board (FIPB), Government of India which is yet to be received.

On the scheme being effective, the Company will hold 50.01% equity shares in ACC Limited and consequently ACC Limited and all its subsidiaries will become the subsidiary of the Company.

18. EMPLOYEE STOCK OPTION SCHEME (ESOP)

During the year, the last ongoing ESOP scheme got closed and the Company did not grant any fresh stock option to its employees. Henceforth, information on stock options will be given only when fresh options are granted by the Company.

19. DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS

(I) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the annual return is given in Annexure II.

(II) NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times in the year 2015. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(III) CHANGES IN SHARE CAPITAL:

During the year under review, the Company allotted 21,51,635 equity shares of the face value of Rs. 2 each upon exercise of stock options under various Employee Stock Option Schemes. Consequently the equity share capital has increased from Rs. 309,94,91572 divided into 154,97,45,786 equity shares of Rs. 2 each to Rs. 310,37,94,842 divided into 155,18,97,421 equity shares of Rs. 2 each. All the equity shares forming part of the share capital rank pari-passu in all respect.

(IV) CONTINUANCE OF THE EXISTING FINANCIAL YEAR:

Pursuant to the requirement of consolidation of the Company's accounts with the ultimate Holding Company, LafargeHolcim Ltd., the Company will continue to follow the Calendar Year (1st January -31st December) as its Financial Year. Necessary approval from the Company Law Board has been obtained in this regard.

(V) COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr Rajendra Chitale as the Chairman and Dr Omkar Goswami, Mr Nasser Munjee and Mr Bernard Terver (since resigned) as members. More details on the committee are given in the Corporate Governance Report.

(VI) RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis, in the ordinary course of businessan d are in com pliance with the applicable provisions of the Companies Act, 2013 an d the Listing Regulations. There are n o materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of

Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The statement is supported by the certificate from the MD & CEO and the CFO.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at <http://www.ambujacement.com/> wpcontent/uploads/2015/12/policy_on_determ ining_materiality_of_rpt_28_oct_2015_revised.pdf

(VII) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 an d th e Ru l es th ereu n d er. Al l em pl oyees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexu al harassm ent from an y of the women employees of the Company.

20. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report.

21. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st December 2015, as stipulated under regulation 34 of the Listing Regulations is annexed and forms part of the Annual Report.

22. INTERNAL CONTROL SYSTEM

internal audits and controls

The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". Over the years, formal and independent evaluation of internal controls and initiatives for remediation of deficiencies by in house Internal Audit department have resulted in a robust framework for Internal Controls, commensurate with the size and complexity of the business.

The internal control framework essentially has two elements: (1) structures, policies and guidelines designed to achieve efficiency and effectiveness in operations and compliance with laws and regulations; (2) an assurance function provided by Internal Audit.

The Company also has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted due to business needs. The Internal Audit department continuously monitors the efficiency of the internal controls/compliance with SOPs with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation's risk management, control and governance processes. This formalised system of internal control facilitates effective compliance of Section 138 of Companies Act, 2013, the Listing Regulations and also the relevant statutes applicable to the parent organisation.

keeping an eye on ourselves

The scope and authority of Internal Audit activity are well-defined in the Internal Audit Charter, approved by the Audit Committee. The Internal Audit department develops the risk based annual audit plan with inputs from business risk management, prominent stakeholders and previous audit reports. The annual internal audit plan is approved by the Audit committee.

The Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on financial statements, including the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal control system.

The Internal Audit department also assesses opportunities for improvement in the business processes, designed to add value to the organisation and follows up on the implementation of corrective actions and improvements in the business processes after review by the Audit Committee.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

I. VIGIL MEC+HANISM/ WHISTLE BLOWER POLICY

Fraud and corruption-free work culture has been the core of the Company. In view of the potential risk of fraud, corruption and unethical behaviour consequent to rapid growth and geographical spread of operations, which could adversely impact the Company's business operations, performance and reputation, the Company has put an even greater emphasis to address these risks. To meet this objective, a comprehensive Ethical View Reporting Policy akin to vigil mechanism or the whistleblower policy has been laid down. More details about this Policy are given in the Corporate Governance Report, which forms part of this Annual Report. The Ethical View Reporting Policy is available on the Company website: www.ambujacement.com

II. ANTI BRIBERY AND CORRUPTION DIRECTIVES (ABCD)

In furtherance to the Company's philosophy of conducting business in an honest, transparent and ethical manner, the Board has laid down ABCD as part of the Company's Code of Business Conduct and Ethics. As a Company, we take a zero-tolerance approach to bribery and corruption and are committed to act professionally and fairly in all our business dealings.

To spread awareness about the Company's commitment to conduct business professionally, fairly and free from bribery and corruption, employee training and awareness workshops were conducted across the organization during 2015. As part of continuous education on ABCD to the employees, a mandatory on-line training through a web-based application tool was also undertaken by approximately 4,000 employees.

The above policies and its implementation are closely monitored by the Audit and Compliance Committees of Directors and periodically reviewed by the Board.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. DEMISE OF CHAIRMAN EMERITUS

Mr. Suresh Neotia, one of the founder promoters of the Company left for heavenly abode on 7th May, 2015. As Chairman of the Company (1988 - 2009) and thereafter as Chairman Emeritus, Mr. Neotia played a pivotal role in the setting-up of Ambuja and raising it to be among the most successful cement companies of India. His contribution in the growth and development of the Company will always be remembered. The Board placed on record their rich tributes for the unparalleled and precious contribution made by Mr. Neotia to the Company in particular and society at large.

II. CESSATION

Mr. Bernard Fontana (DIN 00009181), Director (representing erstwhile Holcim Ltd.) resigned from the Board w.e.f. 17.07.2015 upon his stepping down as the CEO of Holcim Ltd.

Mr. Bernard Terver (DIN 06771 125), Vice Chairman (representing LafargeHolcim Ltd.) resigned from the Board w.e.f. 11.02.2016 in view of his proposed retirement from LafargeHolcim Ltd., the ultimate Holding company.

The Board placed on record its appreciation for the valuable services rendered by Mr. Fontana and Mr. Terver.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 and Article 147 of the Articles of Association of the Company, Ms. Usha Sangwan (DIN 02609263) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

APPOINTMENT

Mr. Eric Olsen (DIN 07238383)

Mr. Eric Olsen has been appointed as an Additional Director (Non Independent) under Section 161 of the Companies Act, 2013 w.e.f. 27th July, 2015. Consequent to the stepping down of Mr. Bernard Tever, Mr. Olsen has been appointed as the Vice Chairman of the Board w.e.f. 11th February, 2016.

Mr. Olsen, aged 51 is the CEO of LafargeHolcim Ltd. H e is a bu sin ess gradu ate from th e University of Colorado, Certified Public Accountant (Chicago, USA) and holds a Master of Business Administration from HEC International Business School in Paris. He possesses more than 25 years of experience in the fields of Finance, M&A, Business Development and Human Resource.

Mr. Christof Hassig (DIN 01680305)

Mr Christof Hassig has been appointed as an Additional Director (Non Independent) under Section 161 of the Companies Act, 2013 w.e.f.

9th December, 2015.

Mr. Hassig, aged 56 is currently the Head of Corporate Strategy and Mergers & Acquisitions at LafargeHolcim Ltd. He is a professional banker and did his Masters in Banking and Advanced Management Program at Harvard Business School. He possesses more than 30 years of experience in the fields of Banking, Finance and M&A.

Mr. Martin Kriegner (DIN 00077715)

Mr. Martin Kriegner has been appointed as an Additional Director (Non Independent) under Section 161 of the Companies Act, 2013 w.e.f. 11th February, 2016.

Mr. Kriegner, aged 54 who is currently the Area Manager of Central Europe region of LafargeHolcim has been now appointed as the Head of India. He is a Doctorate of Law and MBA from Austrian Universities. He joined the erstwhile Lafarge group in 1990. Prior to his current role, he was the CEO of Lafarge India Pvt. Ltd. from 2012 to 2015.

As Additional Directors, Mr. Olsen, Mr. Hassig and Mr. Kriegner shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a Notice as per the provisions of Section 160 (1) of the Companies Act, 2013 from the Members along with the requisite deposit for proposing their appointment as Directors. Th e Board of Directors recom mends their appointment.

Further details about the directors are given in the Corporate Governance Report as well as in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS AND THEIR APPOINTMENT

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevant expertise and experience so as to have diverse Board.

The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

Our Leadership Blueprint

The Board Diversity Policy of the Company requires the Board to comprise of set of accomplished individuals, ideally representing a wide cross-section of industries, professions, backgrounds, occupations and functions and possessing a blend of skills, domain and functional knowledge, experience, educational qualifications, both individually and collectively.

Directors are appointed/re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association. The initial appointment of Managing Director & CEO is generally for a period of five years. All Directors other than Independent Directors are liable to retire by rotation unless otherwise specifically provided under the Articles of Association or under any statute. One-third of the Directors who are liable to retire by rotation, retire at every Annual General Meeting and are eligible for re-appointment.

The relevant abstract of the Policy for Selection, Appointment & Remuneration of Directors is given in Annexure III.

VI. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations, stating that they meet the criteria of independence as provided therein. The profile of the Independent Directors forms part of the Corporate Governance Report.

VII. EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

VIII. REMUNERATION POLICY

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives app rop riate to th e workin g of the Company and its goals. The Remuneration Policy for the Directors and senior management employees is given in the Corporate Governance Report.

IX. FAMILIARISATION PROGRAMME FOR INDEPENDENT

DIRECTORS

The familiarization programme aims to provide Independent Directors with the cement industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company's familiarization program m e for Independent Directors is posted on the Company's website at: www.ambujacement.com

X. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sanjeev Churiwala resigned from the post of the CFO of the Company w.e.f. 15.11.2015. The Board placed on record its appreciation for the valuable services rendered by Mr. Churiwala.

The Board of Directors, based on the recommendation on of the Nominati on & Remuneration Committee and the Au d it Committee, appointed Mr. Suresh Joshi as the new CFO of the Company w.e.f. 1st February, 2016. Mr. Joshi, aged 54, is a Commerce Graduate and a qualified Chartered Accountant and has more than 30 years of experience (including 19 years with Ambuja) in the areas of finance & controlling, taxation, commercial & business strategy and M&A. He also possesses global exposure to LafargeHolcim group's finance and controlling function for around four years.

25. DIRECTORS' RESPONSIBILITY

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently, except for the change in accounting policies stated in notes to the accounts and 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 on 31st December, 2015, and of the statement of profit and loss and cash flow of the Company for the period ended 31st December, 2015;

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

iv) the annual accounts have been prepared on an ongoing concern basis;

v) proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and

were operating effectively and;

vi) proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

26. AUDITORS

I. AUDITORS AND THEIR REPORT

M /s. SRBC & Co. LLP (ICAI Firm Registration

No.324982E), the Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

M/s. SRBC & Co. LLP have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013, and the rules framed there under. In terms of the Listing Agreement/Regulations, the Auditors have confirmed vide their letter dated 11th January, 2016 that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Board, based on the recommendation of the Audit Committee, recommends the appointment of

M/s. SRBC & Co. LLP as the Statutory Auditors of the Company.

The members are requested to appoint M/s. SRBC & Co. LLP, Chartered Accountants as Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2017 and to authorise the Board to fix their remuneration for the year 2016.

The Auditors' Report to the Shareholders for the year under review does not contain any qualification.

II. COST AUDITOR AND COST AUDIT REPORT

Pursuant to section 148 of the Companies Act 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. P.M. Nanabhoy & Co. Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2016 and has recommended their remuneration to the Shareholders for their ratificationat the ensuing Annual General Meeting.

The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. Pursuant to the Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report for the financial year 2014, was filed with the Ministry of Corporate Affairs on 12.05.2015 vide SRN No. S37794351.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed M/s. Rathi & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year

2015. The report of the Secretarial Auditor is annexed to this report as Annexure IV. The report does not contain any qualification.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

Except as stated elsewhere about passing of Order by the Competition Appellate Tribunal, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company's operations. However, members' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the Financial Statements.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given and investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 are provided in Notes 11, 28 (I)(vi) and 47 of the Standalone Financial Statements.

29. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES UNCLAIMED DIVIDEND

The Company has transferred a sum of Rs. 132 lakh during the financial year 2015 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend.

UNCLAIMED SHARES

During the year the Company transferred 24,96,378 undelivered unclaimed equity shares of Rs. 2 each belonging to 17,365 shareholders to the Unclaimed Suspense Account out of the two issues made by the Company viz - shares issued to the shareholders of Ambuja Cement Rajasthan Ltd. on merger and simultaneous issue of Bonus shares and subdivision of the face value of shares from Rs. 10 to Rs. 2. These shares were transferred to the Unclaimed Suspense Account on 1 4th Decem ber, 201 5 after sendin g three reminders in compliance with Clause 5A of the Listing Agreem en t & Regulation 39(4) of the Listin g Regulations, 2015.

Company is holding these shares in a Demat -'Unclaimed Suspense Account' with HDFC Bank on behalf of the allottees of these shares. The voting rights in respect of these shares would remain frozen till the rightful owner claims it as per the procedure laid down under the Listing Regulations.

30. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure V and forms part of this report.

31. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report at Annexure VI.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. Further, the details are also available on the Company's website: www.ambujacement.com

32. SUBSIDIARIES AND JOINT VENTURES

At present, the Company does not have any material subsidiary. During the year, one subsidiary company, viz. Kakinada Cements Ltd., which was not engaged into any business activities, has applied to the Registrar of Companies, Gujarat, under the Easy Exit Scheme of erstwhile Companies Act 1956, for striking off its name. During the year, Onelndia BSC Pvt. Ltd. became the joint venture Company. The Policy for determining Material Subsidiaries, adopted by the Board, pursuant to Regulation 16 of the Listing Regulations can be accessed on the Company's website at www.ambujacement.com

33. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditors' Report form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the subsidiary and joint venture in the prescribed Form AOC-1 is annexed to this report at Annexure VII.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and joint venture companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary and joint venture companies to the shareholders upon their request. The statements are also available on the website of the Company www.ambujacement.com under the Investor Relations section.

The consolidated net profit of the Company and its subsidiaries amounted to Rs. 807.88 crores for the corporate financial year ended on 31st December, 2015 as compared to Rs. 1,486.50 crores for the previous year.

34. EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

35. AWARDS AND ACCOLADES  CORPORATE AWARDS

• Ambuja Cement was awarded the 'Best Sustainability Risk Management Company'  of the year by CNBC TV18. The India Risk Management Awards recognises those organisations and teams that have significantly added to the understanding and practice of risk management in the country.

• Ambuja Cements bagged 'Eco Corporate of the Year 2014' by Yes Bank's Natural Capital Awards: Yes Bank honoured corporates and photographers who have exemplified 'action for the environment' in their own capacities.

• CII Sustainability Award 2015 for 'Corporate Excellence-Commendation' for Significant Achievement in category 'A'. Ambuja has bagged this award for the 5th consecutive year.

REGIONAL AWARDS

• Maratha Cement Works (MCW) and Rabriyawas jointly bagged the 2nd prize for Excellence in Water Management & Conservation at the 3rd edition of FICCI Water Awards held in the national capital. This award is yet another recognition of ACL's commitment towards water conservation efforts in keeping with its vision to achieve sustainability.

• Ambujanagar won the Best Environment Excellence Award for 2013-14 and 2014-15 at the 14th International Council for Cement & Building Material International Seminar at New Delhi.

• Maratha Cement Works (MCW) bagged the Electrical Safety Best Performer Certification organized by Industry, Energy and Labour department of Government of Maharashtra. The MCW unit was identified for incorporating best practices in Electrical Safety that has led to Zero Harm

• Rabriyawas recognized and rewarded by Rajasthan Renewable Energy Corporation Limited (an undertaking of Rajasthan Govt.) for Remarkable Performance in Energy Conservation in the Cement Sector.

• Ropar been declared winner of the 'Greentech Environment Award - 2015' in the Silver Category in Cement Sector for outstanding achievement in Environment Management.

• Ambuja Cement Foundation (Ropar) was awarded the Best HIV Project for Intravenous Drug Users by the State Institute of Health and Family Welfare, Punjab.

• Ambuja Cement Foundation - Darlaghat bags NABARD's 'Best Partnership Award' for its Watershed Development Projects in Himachal Pradesh.

• Bhatapara was conferred 'Domain Excellence in Corporate Social Resp on sibil ity' an d 'Commendation for Significant Achievement in En viron ment M an agemen t' at th e CI I

Sustainability Award 2015.

36. CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management Discussion and Analysis 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 demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

37. ACKNOWLEDGEMENTS

The Directors take this opportunity to express their deep sense of gratitude to the banks, Central and State governments and their departm en ts an d the local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Ambuja family.

To them goes the credit for all of the Company's achievements. And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the board of Ambuja Cements Limited

N. S. Sekhsaria

Chairman

Place ; Mumbai,

date ; 25th February, 2016