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Ambuja Cements Ltd

BSE Code : 500425 | NSE Symbol : AMBUJACEM | ISIN:INE079A01024| SECTOR : Cement |

NSE BSE
 
SMC up arrow

365.55

1.65 (0.45%) Volume 5945285

31-Mar-2023 EOD

Prev. Close

363.90

Open Price

367.50

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

365.55(3356)

 

Today’s High/Low 370.60 - 364.00

52 wk High/Low 598.00 - 298.50

Key Stats

MARKET CAP (RS CR) 72565.4
P/E 34.28
BOOK VALUE (RS) 113.3312674
DIV (%) 315
MARKET LOT 1
EPS (TTM) 10.66
PRICE/BOOK 3.22461760451467
DIV YIELD.(%) 1.72
FACE VALUE (RS) 2
DELIVERABLES (%) 37.31
4

News & Announcements

29-Mar-2023

Ambuja Cements Ltd - Closure of Trading Window

29-Mar-2023

Ambuja Cements Ltd - Ambuja Cements Limited - Trading Window

28-Mar-2023

Ambuja Cements Ltd - Ambuja Cements Limited - Loss of Share Certificates

28-Mar-2023

Ambuja Cements Ltd - Ambuja Cements Limited - Loss of Share Certificates

16-Feb-2023

Ambuja Cements wins bid for Uskalvagu limestone block

28-Jan-2023

Ambuja Cements to table results

05-Jan-2023

Ambuja Cements incorporates new subsidiary - Ambuja Resources

30-Nov-2022

Ambuja Cement and ACC establish leadership in water positivity

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
ACC Ltd 500410 ACC
Ambuja Cement Eastern Ltd(merged) 532201
Ambuja Cement Rajasthan Ltd (Merged) 500122 AMBUJARAJN
Balaram Cements Ltd 518034
Barak Valley Cements Ltd 532916 BVCL
Basera Cements Ltd(liquidated) 530275
Birla Corporation Ltd 500335 BIRLACORPN
Burnpur Cement Ltd 532931 BURNPUR
Dhar Cement Ltd(liquated) 502076
Gangotri Cement Ltd 518093
Garden Cements Ltd 40395
Gujarat High Tech Industries Ltd 524003
Gujarat Himalaya Cements Ltd 502096
Gujarat Sidhee Cement Ltd 518029 GSCLCEMENT
HeidelbergCement India Ltd 500292 HEIDELBERG
Indo American Cement Corporation Ltd 518099
J K Cements Ltd 532644 JKCEMENT
Jaipur Udyog Ltd 502145
Jamshedpur Cement Ltd 40103
Janpriya Cement Ltd 502088
JK Lakshmi Cement Ltd 500380 JKLAKSHMI
Kalyanpur Cements Ltd 502150
Kesoram Industries Ltd 502937 KESORAMIND
Kesoram Industries Ltd Partly Paidup 890156 KILPP
Lloyd Cements Ltd 531605
Mahendra Cements Ltd 518079
Mangalam Cement Ltd 502157 MANGLMCEM
Modern Cement Industries Ltd 518081
Narmada Cement Company Ltd(merged) 502162 NARMADCEM
Nihon Nirmaan Ltd 500453 NIHONIRMAN
Nirman Cements Ltd 531954
Nuvoco Vistas Corporation Ltd 543334 NUVOCO
OCL India Ltd(Merged) 502165 OCL
Panchmahal Cement Ltd 502070 PANCHMACEM
Pittie Cement & Industries Ltd(liquidated) 500332 PITTIECEM
Prism Johnson Ltd 500338 PRSMJOHNSN
Prudential Cements Ltd (Wound-up) 518059
Radhakisan Cement Ltd 502079
Ranisagar Cement Company Ltd 518107
RCC Cements Ltd 531825
Sahas Cements Ltd 531124
Samruddhi Cement Ltd(merged) 533209 SAMRUDDHI
Sanghi Industries Ltd 526521 SANGHIIND
Saurashtra Cement Ltd 502175 SAURASHCEM
Scan Projects Ltd 531797
Shree Cement Ltd 500387 SHREECEM
Shree Digvijay Cement Co. Ltd 502180 SHREDIGCEM
Shree I-Jee Cement Industries Ltd 518089
Shri Hariganga Cement Ltd 502083
Shubham Industries Ltd 518087
Sigma Cements Ltd 518113
Somani Cement Company Ltd 518071 SOMANICEM
Star Cement Ltd 540575 STARCEMENT
Sukhchain Cements Ltd 518095
Udaipur Cement Works Ltd 530131 UDAICEMENT
UltraTech Cement Ltd 532538 ULTRACEMCO
Ultratech Nathdwara Cement Ltd 532849 BINANICEM
Vaishno Cement Co Ltd 526941
Varun Cements Ltd 518109
Vedvyas Cement Ltd 531195
Vinay Cements Ltd 518051
Vishwakarma Cements Ltd 518097
Zodiac Cements Ltd 532082

Share Holding

Category No. of shares Percentage
Total Foreign 224845344 11.32
Total Institutions 337054760 16.97
Total Govt Holding 51774 0.00
Total Non Promoter Corporate Holding 29001012 1.46
Total Promoters 1253858763 63.15
Total Public & others 140833576 7.10
Total 1985645229 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Ambuja Cements Ltd

Ambuja Cements Ltd, a part of the global conglomerate LafargeHolcim, is among the leading cement companies in India. The company sells cement under the Ambuja brand. Ambuja Cements Ltd (ACL) was incorporated on 20th October 1981 as Ambuja Cements Pvt. Ltd. The company was established as a joint venture between the public sector Gujarat Industrial Investment Corporation (GIIC) and Narottam Sekhsaria & Associates. In May 19, 1983, the company was rehabilitated into a public limited company. Subsequently, the company name was changed to Gujarat Ambuja Cements Ltd. Further, the name was changed to Ambuja Cements Ltd. Ambuja Cements is a major cement producing company in India. The principal activity of the company is to manufacture and market cement and clinker for both domestic and export markets. The company has 6 integrated cement manufacturing plants and 8 strategically cement grinding units and a a network of more than 50,000 channel partners. Its current manufacturing installed capacity is 31.45 MTPA. It is the first Indian cement manufacturer having a captive port with three terminals along the country's western coastline to facilitate timely, cost effective and environmentally cleaner shipments of bulk cement to its customer. The company has its own fleet of ships. The company subsidiaries include Dang Cement Industries Private Ltd, M.G.T Cements Private Ltd, Chemical Limes Mundwa Private Ltd and Dirk India Pvt. Ltd. In the year 1985, the company set up a cement plant in technical collaboration with Krupp Polysius, Germany, Bakau Wolf and Fuller KCP. During the year 1988-89, the company commissioned the 12.6 MW diesel-generating sets. In the year 1991, the company got necessary approvals for setting up another cement plant with 1 million tonne capacity per annum at Himachal Pradesh. The company undertook bulk cement transportation, by sea, to the major markets of Mumbai, Surat and other deficit zones on the West Coast. In the year 1997, the company started commercial production in Kodinar plant with an enhanced capacity. In the year 1998, they set up a $20 million clinker Grinding unit in Sri Lanka. In the year 2000, giants Larsen & Tubro (L&T) and Gujarat Ambuja Cements entered a unique agreement to reduce transportation costs in dispatching bulk cement in Gujarat. Also, they entered into an annual contract with a Soinhalese firm, Mahaveli Marine Cement, to supply around 2.5 lakh tonnes of cement. In the year 2002, the company started commercial production at Maratha Cement Works plant. In June 2002, they started commercial production in the new 2-million tonne Greenfield cement plant at Chandrapur, Maharashtra. In the year 2004, Ambuja Cement Rajasthan was amalgamated with the company. In February 2005, the company set up a cement mill with a capacity of 80 TPH at Darlaghat and commenced commercial production. They commissioned a captive thermal power plant with two 12 MW Steam Turbo Generators (STG), with two boilers of 45 TPH capacity each at a cost of Rs.94 crore. The first STG was commissioned in February 2005 and the second in May 2005. In July 2005, Indo-Nippon Special Cements Ltd, a subsidiary company was amalgamated with the company. The company set up new clinker capacity at Bhatapara in Chattisgarh and Rauri in Himachal Pradesh, each having a capacity of 2.2 million tonnes per annum at a cost of Rs. 1600 crore. In 2006, Global Cement Major Holcim acquired management control of the company. The company commenced commercial production at two new 2.2 million tonne clinker production lines, at Bhatapara (Chattisgarh) and Rauri (HP) in December 2009 and January 2010 respectively. In February 24, 2010, the company inaugurated their cement plant (grinding unit) at Dadri, Uttar Pradesh with the capacity of 1.5 million tonnes. In March 27, 2010, they inaugurated their cement plant (grinding unit) at Nalagarh, Himachal Pradesh with the capacity of 1.5 million tonnes. During the year, the company commissioned an additional 30 MW captive power unit at Ambujanagar (Gujarat). In October 2010, the company signed an agreement with the Rajasthan State Industrial Development and Investment Corporation, to set up a 2.2 million tonne clinkerisation unit in Nagaur district. In December 2010, the Dadri Grinding Unit in its very first year of operation received the Integrated Management System (IMS) Certification, including ISO 9001:2008, ISO 14001:2004, and OHSAS 18001:2007 by BSI (U.K.). In the year 2011, the company started commercial production in a new cement mill at a cost of approx Rs. 185 crore at Bhatapara plant. Also, they commissioned a new cement mill of 0.9 million tonne cement grinding capacity at Maratha Cement Works plant at a cost of approx Rs 61 crore. The company commissioned a 7.5 MW Wind Mill project in Kutch, Gujarat at a cost of Rs 46 crore. The company increased the installed capacity in Bhatinda grinding unit in Punjab by 0.1 million tonne to reach at 0.6 million tonne. Also, they increased the installed capacity in Farraka grinding unit in West Bengal by 0.25 million tonne to reach at 1.25 million tonnes. In June 2011, the company made strategic investments in Dang Cement Industries Pvt. Ltd, Nepal and acquired 85% shareholding for Rs 19.13 crore to help further expansion of capacity in the northern region of India and Nepal. In September 2011, they acquired 60% shareholding in Dirk India Pvt Ltd, Maharashtra Rs. 16.51 crore. The company entered into a joint venture for speciality cement manufacturing facility in Goa with Counto Microfine Products Pvt Ltd. On 24 July 2013, the Board of Directors of Ambuja Cements approved a proposal to acquire 50.01% stake in ACC. It was decided that Ambuja would first acquire from Holderind Investments Ltd., Mauritius (Holcim), a 24% stake in Holcim India for a cash consideration of Rs. 3500 crore, followed by a merger of Holcim India into Ambuja. 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. On 24 May 2016, Ambuja Cement announced the completion of its Rs 338-crore expansion project at its Sankrail grinding unit near Kolkata, thereby raising the capacity of the unit to 2.4 million tonne per annum from 1.5 million tonne per annum. On 15 November 2016, Ambuja Cement's overseas parent company LafargeHolcim announced that its subsidiary Holderind Investments Ltd. has increased its shareholding in Ambuja Cement Ltd. to 63.11% post the acquisition of additional 3.91 crore shares. During the year, one non-functional subsidiary viz. Kakinada Cements Ltd. was dissolved and the name of the company has been struck off from the Registrar of Companies, Gujarat under the easy exit scheme. As reported elsewhere, with the effectiveness of the Scheme of Amalgamation with Holcim India Pvt. Ltd., ACC Limited (along with its subsidiaries), has become the subsidiary of the company with effect from. 12th August 2016. On 29 April 2017, Ambuja Cement announced the launch of a superior composite cement product for better sustainability under the brand Ambuja Compocem. Ambuja Cement's Board of Directors at its meeting held on 5 May 2017 approved constitution of a special committee of directors with majority of independent directors to explore the possibility of a merger of Ambuja Cement and ACC. During the year 2018, the company allotted 58,44,17,928 equity shares of the face value of Rs.2 each under the Scheme of Amalgamation with Holcim India Pvt. Ltd. (HIPL) to the shareholders of HIPL. At the same time, 150,670,120 equity shares, which were held by HIPL, were cancelled as cross holding in terms of the said Scheme. As a result of the allotment of new equity shares and cancellation of cross holding, the equity share capital has increased from Rs.3,103,794,842 divided into 1,551,897,421 equity shares of Rs.2 each to Rs.3,971,290,458 divided into 1,985,645,229 equity shares of Rs.2 each. In FY 2018, Company acquired a coal block at Gare- Palma sector IV/8 in Chattisgarh at an e-auction of coal blocks conducted by the Govt. of India. Open cast mining and commercial production commenced in April & October 2018, respectively. The mines development-cum-operation (MDO) contract has been finalized and site development activities are at an advanced stage.To ensure adequate availability of dry fly ash for the north cluster, the Company has established a ' fly ash dryer' at Ropar at an investment of Rs. 20 crores and it is under stabilization. In FY'19, Company launched 14 new products & services. These products include 8 types of Ready Mix Concrete (RMX) and plaster application based products (RoofCrete, SuperCrete, FibreCrete, ColumnCrete, FoundationCrete, FibrePlast, Plazto, BagCrete), 5 decor, leakage-proofing and tile adhesive application based solution products (Ambuja Tilocol VT, Ambuja Tilocol MT, Ambuja Tilocol ST, Ambuja SeelanSeal, Ambuja ColorSave Wall Putty) and 1 PPC cement product (Ambuja Kawach) with high strength and water shielding properties. During 2021, Company commissioned its integrated greenfield facility at Marwar, in Rajasthan, enhancing the annual clinker capacity by 3 MTPA and the cement capacity by 1.8 MTPA. It has finalised on brownfield expansion of 1.5 MTPA cement at the existing plant in Ropar, Punjab. It further has embarked on next phase of capacity expansion with a 3.2 MTPA brownfield clinker capacity in Bhatapara and cement grinding units with a total capacity of 7 MTPA in Farakka and Sankrail (existing units), and Barh (new greenfield location). The estimated capex for these projects is Rs. 3,500 crore. To secure limestone needs of the Maratha Cement Works plant in Chandrapur, Maharashtra, it acquired a new mining lease at the Nandgaon Ekodi mine. In FY'21, to meet the limestone requirement, the Company invested Rs. 77 crores to purchase 50 hectares of land in Darlaghat, Ambujanagar & Bhatapara. To ensure adequate availability of dry fly ash, it is presently setting up fly ash dryers/hot air generators at Ropar and Bathinda (Punjab), Nalagarh (Himachal Pradesh), Dadri (Uttar Pradesh), Roorkee (Uttarakhand) and Rabriyawas (Rajasthan) with an estimated investment of Rs. 140 crore. To secure the long-term limestone requirement for the Ambujanagar plant in Gujarat, it acquired a new mining lease at Lodhva. To strengthen logistical capability and enhance customer outreach, a new railway siding project at Rabriyawas has been commissioned at a total investment of ~ Rs. 210 crore. Clinker and cement despatch by rail have commenced their operations from October 2021. During FY'21, Company installed robotic lab for real time quality monitoring and control of cement manufacturing at Marwar and Cross Belt Analyser for real time quality check of input limestone from mines. It implemented Technical Information System (TIS) for production and lab data information. It made use of molecule-based grinding aid to improve the strength of cement and optimised SO3 across location to improve strength. It made qualitative and quantitative identification of clinker phases for strength optimisation using X-ray Defraction Meter (XRD). In 2021, it added six new plants for Ambuja Cool Walls manufacturing, reaching a total of 18 plants pan-India and started supplying product from four more plants located at Bhatapara, Dadri, Ropar and Darlaghat. As of 31st December 2021, the company has 6 direct subsidiaries, 1 joint venture and 1 joint operation.

Ambuja Cements Ltd Chairman Speech

DEAR STAKEHOLDERS

At the onset, I would like to express my heartfelt gratitude to our frontline workers, whose untiring efforts at ensuring the safety and well-being of our employees and communities have allowed us to hold our heads high, and continue our operations without disruptions. Despite the challenges, we have been able to create sustained value for our stakeholders, and, as an industry frontrunner, retain our leadership position through improved production, cost and distribution efficiency, and sustainability initiatives.

For the cement industry in general, 2021 started on a robust note, with strong signs of demand recovery. However, the second wave of the pandemic disrupted the market, led by localised lockdowns and a dampened consumer sentiment. Further, the unprecedented hike in fuel prices created cost pressures. Demand was particularly impacted during the fourth quarter of 2021 by unexpected rains in different parts of the country, a ban on construction activities in the National Capital Region (NCR), and shortage of labour and sand.

Notwithstanding these challenges, your Company reported one of the best performances in the recent past, registering substantial growth across both financial and non-financial metrics. I join the Board in thanking the team for demonstrating resilience and agility and delivering on our set objectives. We registered a volume growth of 17% year-on-year. We strengthened our revenues by 23% while EBITDA and profit after tax reported a growth of 21% and 16%, respectively, over the previous year.

OUR MOMENT OF PRIDE

Equally noteworthy are the significant interventions made by the Ambuja Cement Foundation (ACF), our CSR arm, in tackling the fallout of the second wave on the health infrastructure and community well-being. Having meticulously mapped locations that saw a surge in cases, and thereby areas which were in critical need of oxygen, ACF went about methodically to distribute oxygen concentrators and cylinders. Not stopping at that, we set up oxygen plants at Dadri and Ambujanagar. ACF also trained community volunteers as CoviSainiks to provide help at hospitals and community clinics. We actively participated in furthering the government's immunisation mission, with ACF pitching in to help vaccinate more than 2.7 million community members.

This was also a remarkable year in terms of our commitment towards creating a sustainable future for all. Following the lead of the Holcim Group, we developed and had our 2030 carbon emission reduction targets validated by the Science Based Targets initiative (SBTi).

At Ambuja, we have consistently aimed at including sustainability in all our operational and project planning. This year as well, we continued to reduce our carbon footprint by lowering the clinker factor, reducing thermal and electrical energy intensity, while implementing Waste Heat Recovery Systems at our plants and increasing our use of and capacity of generating renewable energy.

At the same time, we remain committed to catering to the evolving requirements of our customers, enabling them to build more durable and sustainable structures with materials that are made sustainably.

OPPORTUNITIES AT HAND

We look at the future with un agging enthusiasm. India continues to remain the second-largest cement producer in the world. The industry offers significant headroom for growth aided by low per capita consumption and a massive government push for infrastructure and affordable housing. The Union Budget 2022-23 saw a significant increase in proposed capital expenditure, vindicating the government's sustained focus on infrastructure. The Pradhan Mantri Awas Yojana's target of 8 million houses by 2023, will further push cement demand. The recovery in the real estate sector, backed by historically low interest rates, also augurs well for the industry. Furthermore, the e-commerce boom, which is spurring demand for warehouse space, data centres and energy storage systems, will attract more investment as they have been granted infrastructure status.

We are well-braced to meet the expanding demand. As part of our growth strategy, we are investing in the cement grinding expansion plan of 7 MTPA across locations, including in a greenfield project at Barh, Bihar. This will help us move closer to our target of achieving 50 MTPA capacity (presently at 31.45 MTPA) in the near future. Further, we are increasing our presence in existing and new markets through our strong distribution network and dealer partnerships.

OUR FOCUS AREAS

We aim to grow sustainably and meaningfully. This year saw us launch our new strategy aligned with the Holcim Group's strategy of ‘Accelerating Green Growth'. Our own strategy to expand market presence while being one of the most efficient cement manufacturers with sustainability at the core of everything we do, mirrors the Group strategy. Our belief that green growth is the only way to grow sustainably is not new. Environmental consciousness is good for both the planet and for business. Our own experience over the years has established this beyond doubt. Our sustainability vision has had a direct beneficial impact on the bottom line, helping the premiumisation of our offering and enhancement of our product mix with sustainably manufactured products.

We are consolidating our sustainability leadership by investing in our Plants of Tomorrow program that will accelerate our transition to digital plants. This path-breaking project will lead to transformative outcomes not just in terms of operational and financial gains but also in making cement manufacturing in the country environmentally sustainable while creating a safe work environment for our colleagues across our plants.

OUR LARGER COMMITMENT

Since inception, we have built trust in Brand Ambuja by ensuring consistency in quality and reliability of service. This is perhaps the most valuable asset we have created over the years, and this is what we hold most dear to us. We pledge to strengthen this trust by not only delivering on our promise of providing our customers innovative and sustainable building solutions, but also ensuring that the construction sector takes the lead in building a stronger and greener India. Notwithstanding the temporary headwinds the industry may face, we are strongly committed to this goal. Together with ACC Limited, we have begun cleaning India's river waters of plastic. The coming days will see us explore such initiatives more through partnerships with like-minded institutions and individuals while continuing to drive our CSR efforts towards promoting inclusive development.

On behalf of the Board of Directors, I would like to thank our stakeholders for their continued trust in us. We will continue to draw inspiration from your support to take on new challenges.

Warm regards,
N S SEKHSARIA
Chairman and Principal Founder

   

Ambuja Cements Ltd Company History

Ambuja Cements Ltd, a part of the global conglomerate LafargeHolcim, is among the leading cement companies in India. The company sells cement under the Ambuja brand. Ambuja Cements Ltd (ACL) was incorporated on 20th October 1981 as Ambuja Cements Pvt. Ltd. The company was established as a joint venture between the public sector Gujarat Industrial Investment Corporation (GIIC) and Narottam Sekhsaria & Associates. In May 19, 1983, the company was rehabilitated into a public limited company. Subsequently, the company name was changed to Gujarat Ambuja Cements Ltd. Further, the name was changed to Ambuja Cements Ltd. Ambuja Cements is a major cement producing company in India. The principal activity of the company is to manufacture and market cement and clinker for both domestic and export markets. The company has 6 integrated cement manufacturing plants and 8 strategically cement grinding units and a a network of more than 50,000 channel partners. Its current manufacturing installed capacity is 31.45 MTPA. It is the first Indian cement manufacturer having a captive port with three terminals along the country's western coastline to facilitate timely, cost effective and environmentally cleaner shipments of bulk cement to its customer. The company has its own fleet of ships. The company subsidiaries include Dang Cement Industries Private Ltd, M.G.T Cements Private Ltd, Chemical Limes Mundwa Private Ltd and Dirk India Pvt. Ltd. In the year 1985, the company set up a cement plant in technical collaboration with Krupp Polysius, Germany, Bakau Wolf and Fuller KCP. During the year 1988-89, the company commissioned the 12.6 MW diesel-generating sets. In the year 1991, the company got necessary approvals for setting up another cement plant with 1 million tonne capacity per annum at Himachal Pradesh. The company undertook bulk cement transportation, by sea, to the major markets of Mumbai, Surat and other deficit zones on the West Coast. In the year 1997, the company started commercial production in Kodinar plant with an enhanced capacity. In the year 1998, they set up a $20 million clinker Grinding unit in Sri Lanka. In the year 2000, giants Larsen & Tubro (L&T) and Gujarat Ambuja Cements entered a unique agreement to reduce transportation costs in dispatching bulk cement in Gujarat. Also, they entered into an annual contract with a Soinhalese firm, Mahaveli Marine Cement, to supply around 2.5 lakh tonnes of cement. In the year 2002, the company started commercial production at Maratha Cement Works plant. In June 2002, they started commercial production in the new 2-million tonne Greenfield cement plant at Chandrapur, Maharashtra. In the year 2004, Ambuja Cement Rajasthan was amalgamated with the company. In February 2005, the company set up a cement mill with a capacity of 80 TPH at Darlaghat and commenced commercial production. They commissioned a captive thermal power plant with two 12 MW Steam Turbo Generators (STG), with two boilers of 45 TPH capacity each at a cost of Rs.94 crore. The first STG was commissioned in February 2005 and the second in May 2005. In July 2005, Indo-Nippon Special Cements Ltd, a subsidiary company was amalgamated with the company. The company set up new clinker capacity at Bhatapara in Chattisgarh and Rauri in Himachal Pradesh, each having a capacity of 2.2 million tonnes per annum at a cost of Rs. 1600 crore. In 2006, Global Cement Major Holcim acquired management control of the company. The company commenced commercial production at two new 2.2 million tonne clinker production lines, at Bhatapara (Chattisgarh) and Rauri (HP) in December 2009 and January 2010 respectively. In February 24, 2010, the company inaugurated their cement plant (grinding unit) at Dadri, Uttar Pradesh with the capacity of 1.5 million tonnes. In March 27, 2010, they inaugurated their cement plant (grinding unit) at Nalagarh, Himachal Pradesh with the capacity of 1.5 million tonnes. During the year, the company commissioned an additional 30 MW captive power unit at Ambujanagar (Gujarat). In October 2010, the company signed an agreement with the Rajasthan State Industrial Development and Investment Corporation, to set up a 2.2 million tonne clinkerisation unit in Nagaur district. In December 2010, the Dadri Grinding Unit in its very first year of operation received the Integrated Management System (IMS) Certification, including ISO 9001:2008, ISO 14001:2004, and OHSAS 18001:2007 by BSI (U.K.). In the year 2011, the company started commercial production in a new cement mill at a cost of approx Rs. 185 crore at Bhatapara plant. Also, they commissioned a new cement mill of 0.9 million tonne cement grinding capacity at Maratha Cement Works plant at a cost of approx Rs 61 crore. The company commissioned a 7.5 MW Wind Mill project in Kutch, Gujarat at a cost of Rs 46 crore. The company increased the installed capacity in Bhatinda grinding unit in Punjab by 0.1 million tonne to reach at 0.6 million tonne. Also, they increased the installed capacity in Farraka grinding unit in West Bengal by 0.25 million tonne to reach at 1.25 million tonnes. In June 2011, the company made strategic investments in Dang Cement Industries Pvt. Ltd, Nepal and acquired 85% shareholding for Rs 19.13 crore to help further expansion of capacity in the northern region of India and Nepal. In September 2011, they acquired 60% shareholding in Dirk India Pvt Ltd, Maharashtra Rs. 16.51 crore. The company entered into a joint venture for speciality cement manufacturing facility in Goa with Counto Microfine Products Pvt Ltd. On 24 July 2013, the Board of Directors of Ambuja Cements approved a proposal to acquire 50.01% stake in ACC. It was decided that Ambuja would first acquire from Holderind Investments Ltd., Mauritius (Holcim), a 24% stake in Holcim India for a cash consideration of Rs. 3500 crore, followed by a merger of Holcim India into Ambuja. 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. On 24 May 2016, Ambuja Cement announced the completion of its Rs 338-crore expansion project at its Sankrail grinding unit near Kolkata, thereby raising the capacity of the unit to 2.4 million tonne per annum from 1.5 million tonne per annum. On 15 November 2016, Ambuja Cement's overseas parent company LafargeHolcim announced that its subsidiary Holderind Investments Ltd. has increased its shareholding in Ambuja Cement Ltd. to 63.11% post the acquisition of additional 3.91 crore shares. During the year, one non-functional subsidiary viz. Kakinada Cements Ltd. was dissolved and the name of the company has been struck off from the Registrar of Companies, Gujarat under the easy exit scheme. As reported elsewhere, with the effectiveness of the Scheme of Amalgamation with Holcim India Pvt. Ltd., ACC Limited (along with its subsidiaries), has become the subsidiary of the company with effect from. 12th August 2016. On 29 April 2017, Ambuja Cement announced the launch of a superior composite cement product for better sustainability under the brand Ambuja Compocem. Ambuja Cement's Board of Directors at its meeting held on 5 May 2017 approved constitution of a special committee of directors with majority of independent directors to explore the possibility of a merger of Ambuja Cement and ACC. During the year 2018, the company allotted 58,44,17,928 equity shares of the face value of Rs.2 each under the Scheme of Amalgamation with Holcim India Pvt. Ltd. (HIPL) to the shareholders of HIPL. At the same time, 150,670,120 equity shares, which were held by HIPL, were cancelled as cross holding in terms of the said Scheme. As a result of the allotment of new equity shares and cancellation of cross holding, the equity share capital has increased from Rs.3,103,794,842 divided into 1,551,897,421 equity shares of Rs.2 each to Rs.3,971,290,458 divided into 1,985,645,229 equity shares of Rs.2 each. In FY 2018, Company acquired a coal block at Gare- Palma sector IV/8 in Chattisgarh at an e-auction of coal blocks conducted by the Govt. of India. Open cast mining and commercial production commenced in April & October 2018, respectively. The mines development-cum-operation (MDO) contract has been finalized and site development activities are at an advanced stage.To ensure adequate availability of dry fly ash for the north cluster, the Company has established a ' fly ash dryer' at Ropar at an investment of Rs. 20 crores and it is under stabilization. In FY'19, Company launched 14 new products & services. These products include 8 types of Ready Mix Concrete (RMX) and plaster application based products (RoofCrete, SuperCrete, FibreCrete, ColumnCrete, FoundationCrete, FibrePlast, Plazto, BagCrete), 5 decor, leakage-proofing and tile adhesive application based solution products (Ambuja Tilocol VT, Ambuja Tilocol MT, Ambuja Tilocol ST, Ambuja SeelanSeal, Ambuja ColorSave Wall Putty) and 1 PPC cement product (Ambuja Kawach) with high strength and water shielding properties. During 2021, Company commissioned its integrated greenfield facility at Marwar, in Rajasthan, enhancing the annual clinker capacity by 3 MTPA and the cement capacity by 1.8 MTPA. It has finalised on brownfield expansion of 1.5 MTPA cement at the existing plant in Ropar, Punjab. It further has embarked on next phase of capacity expansion with a 3.2 MTPA brownfield clinker capacity in Bhatapara and cement grinding units with a total capacity of 7 MTPA in Farakka and Sankrail (existing units), and Barh (new greenfield location). The estimated capex for these projects is Rs. 3,500 crore. To secure limestone needs of the Maratha Cement Works plant in Chandrapur, Maharashtra, it acquired a new mining lease at the Nandgaon Ekodi mine. In FY'21, to meet the limestone requirement, the Company invested Rs. 77 crores to purchase 50 hectares of land in Darlaghat, Ambujanagar & Bhatapara. To ensure adequate availability of dry fly ash, it is presently setting up fly ash dryers/hot air generators at Ropar and Bathinda (Punjab), Nalagarh (Himachal Pradesh), Dadri (Uttar Pradesh), Roorkee (Uttarakhand) and Rabriyawas (Rajasthan) with an estimated investment of Rs. 140 crore. To secure the long-term limestone requirement for the Ambujanagar plant in Gujarat, it acquired a new mining lease at Lodhva. To strengthen logistical capability and enhance customer outreach, a new railway siding project at Rabriyawas has been commissioned at a total investment of ~ Rs. 210 crore. Clinker and cement despatch by rail have commenced their operations from October 2021. During FY'21, Company installed robotic lab for real time quality monitoring and control of cement manufacturing at Marwar and Cross Belt Analyser for real time quality check of input limestone from mines. It implemented Technical Information System (TIS) for production and lab data information. It made use of molecule-based grinding aid to improve the strength of cement and optimised SO3 across location to improve strength. It made qualitative and quantitative identification of clinker phases for strength optimisation using X-ray Defraction Meter (XRD). In 2021, it added six new plants for Ambuja Cool Walls manufacturing, reaching a total of 18 plants pan-India and started supplying product from four more plants located at Bhatapara, Dadri, Ropar and Darlaghat. As of 31st December 2021, the company has 6 direct subsidiaries, 1 joint venture and 1 joint operation.

Ambuja Cements Ltd Directors Reports

Dear Members,

It is our pleasure to present the Annual Report of Ambuja Cements Limited for the year ended December 31, 2021. The PDF version of the Report is also available on the Company's website (www.ambuiacement.com/investors/annual-reports).

FINANCIAL PERFORMANCE - 2021

(Rs.in crore)

Standalone Consolidated
Particulars Current Year 2021 Previous Year 2020 Current Year 2021 Previous Year 2020
SUMMARISED PROFIT AND LOSS
Net Sales 13,793.56 11,174.97 28,548.08 24,093.86
Profit before depreciation & amortisation, finance cost and exceptional items 3,493.12 3,018.60 6,562.84 5,455.16
Depreciation and amortisation expense 551.24 521.17 1,152.49 1,161.78
Finance costs 90.94 83.05 145.66 140.22
Share of profit of associates and joint ventures - - 20.23 14.44
Exceptional items 65.69 - 120.45 176.01
Profit before tax and non controlling interest 2,785.25 2,414.38 5,164.47 3,991.59
Tax expense 704.71 624.28 1,453.43 884.75
Net Profit before non controlling interest 2,080.54 1,790.10 3,711.04 3,106.84
Non controlling interest - - 930.66 741.40
Profit attributable to the owners of the Company 2,080.54 1,790.10 2,780.38 2,365.44
movement in retained earnings
Opening Balance 1,644.64 3,534.96 3,925.98 5,248.70
Net profit for the year 2,080.54 1,790.10 2,780.38 2,365.44
Add : other comprehensive income 5.59 -6.97 8.40 -14.34
Less : Dividend on equity shares 198.56 3,673.45 198.56 3,673.45
Less : Corporate dividend tax on above - - - 0.37
Closing balance 3,532.21 1,644.64 6,516.20 3,925.98

There are no significant changes in the key financial ratios during the year under review.

DIVIDEND

The Company has a robust track record of rewarding its shareholders with a generous dividend pay-out. In view of the strong operational and financial performance during the year under review, the Board of Directors is pleased to recommend a dividend of Rs.6.30 per share (315%)for the year ended December 31, 2021. This represents a pay-out ratio of 60%.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy. The Policy is available on the Company's website https://www.ambujacement.com/Upload/ PDF/dividend-distribution-policv.pdf

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of annual general meeting.

Credit Rating

The Company's sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency CRISIL with long-term instrument rated as AAA/STABLE and short-term instrument rated as A1+.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

CAPACITY EXPANSION AND NEW PROJECTS

The Company's current installed capacity is 31.45 MTPA. Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis.

COMPANY'S RESPONSE TO COVID

The COVID-19 crisis continued to impact during the year 2021 as well. As the pandemic prolonged another year, Ambuja Cement Foundation (ACF), our CSR arm decided to turn more resilient and approached with utmost optimism.

The nationwide vaccination drive steered ACF into running awareness campaigns, plying beneficiaries to vaccination centres and offering assistance at vaccination camps. Till date, 27 lakh people are fully vaccinated due to ACF's mobilisation. A community volunteering program called ‘Ambuja CoviSAINIK' was also launched offering a cadre of community members to the health administration as volunteering support.

During the year, we launched several health and wellness programs for our employees and stakeholders covering various aspects of physical and emotional wellbeing, counselling support and awareness. In particular, together with health professionals and hospitals across our various locations, we offered COVID-19 related care for our employees and their families. Necessary safety and hygiene protocols like wearing of face masks, social distancing norms, workplace sanitation and employee awareness programmes were followed in compliance with the regulations of the local authorities.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

CSR, where we envision prosperous communities around our manufacturing sites has always been part of our DNA and integral to sustainable business practices. Through Ambuja Cement Foundation (ACF), we have reached to 2.81 million people across 3,547 villages in 50 districts spanning 11 states of India.

Through need based assessments and active community engagement and participation, ACF works on thrust areas across sites addressing the social and economic issues of the communities. The core areas include Water Resource Management, Agro-based as well as skill based livelihood development, Healthcare, Women Empowerment and Education.

During the year under review, your Company has spent Rs.64.41 crore on CSR activities, which is 3.52% against the mandated 2% of the average net profit of last three years as required under section 135 of the Companies Act, 2013.

The Annual Report on CSR activities and expenditure, as required under sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided as Annexure I to this Report and the CSR Policy along with the action plan of CSR activities for the Financial Year 2022 is available on the website of the Company.

Our Sustainable Development Plan 2030, ‘Building for Tomorrow' is on track and progressing well in four thrust areas for our business; Climate & Energy, Circular Economy, Nature & Environment and Community. Our operational-site level objectives help the respective heads align with and accomplish overall sustainability objectives. With the strides made in 2021 on validated Science Based Targets initiative (SBTi), and Net Zero ambition by 2050, we are aligned towards our parent Holcim's sustainability targets as well as global efforts.

We are also progressing well on our targets in areas such as Waste Heat Recovery System (WHRS), Renewable Energy, Clinker Factor reduction, Energy Efficiency (thermal and electrical), and use of Waste-derived resources/ alternative fuels. These efforts of the Company were highly recognised in various ESG benchmarking and ratings.

It is a matter of pride for all of us to note that Ambuja became 1st ever Cement Company in the World to achieve "A" rating (Leadership) in Water Security CDP 2021. Ambuja was rated A-(Leadership) in CDP Climate Change 2021 also. During the year 2021, Ambuja ranked 5th in the World in Construction Material (COM) Category at the prestigious Dow Jones Sustainability Index (DJSI) 2021, thus, only cement company from India to appear in top 5 in DJSI. In the ‘S&P Global Sustainability Awards 2021 ', Ambuja got "Bronze Class Award" in COM sector.

DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND LISTING REGULATIONS

Annual Return

The Annual Return as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website (www.ambujacement. com/investors/annual-reports).

Number of Board Meetings

Six Board meetings were held during 2021. The particulars of the meetings held and attended by each Director during the financial year 2021 are given in the Corporate Governance Report which forms part of this Annual Report.

Composition of the Audit Committee

The Board has constituted the Audit Committee, which has Mr. Rajendra Chitale as the Chairman and Mr. Nasser Munjee, Ms. Shikha Sharma, Mr. Martin Kriegner, Mr. Mahendra Kumar Sharma and Dr. Omkar Goswami as members. More details on the committee are given in the Corporate Governance Report forming part of this Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is also available on the Company's website (https://www.ambuiacement.com/ Upload/PDF/Policv-on-materialitv-of-RPT-221020.pdf).

All the related party transactions entered into by the Company during the financial year were on an arm's length basis and in the ordinary course of business and adheres to the applicable provisions of the Act and the Listing Regulations. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or others, which may have a potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. No material contracts or arrangements with related parties were entered during the year. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen (subject to financial limit).

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 certification from the Managing Director & Chief Executive Officer and the Chief Financial Officer. All related party transactions are subject to half-yearly independent review by a reputed accounting firm to establish compliance with the requirements of Arms' Length Pricing.

In accordance with section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of the contract or arrangement entered into by the Company with related parties referred to in section 188(1) in Form AOC-2 is attached as Annexure II of this report.

Policy on Sexual Harassment of Women at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Policy) and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the ICC received one complaint, which was dealt in line with the POSH Policy of the Company and disposed off. No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the period.

The Company is committed to providing a safe and conducive work environment to all its employees and associates.

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

The Company has formulated an Enterprise Risk Management (ERM) policy to identify, assess and mitigation of various risks to our business, which is covered in detail in the Management Discussion and Analysis Report attached to this Report.

The Risk management committee at Ambuja is constituted under the chairmanship of Mr. Rajendra Chitale, Independent Director. The objective of the Committee is to define the framework for the identification, assessment, monitoring and mitigation of risks, oversee the risk management performance of the Management and to review the ERM policy framework in line with the regulatory requirements.

INTERNAL AUDITS AND CONTROLS

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly the Company works to strengthen such structures. The Company believes that a strong internal control framework is an important pillar of Corporate Governance.

The current system of Internal Financial Controls is aligned with the requirement of the Companies Act, 2013 and is in line with globally accepted risk-based framework as issued by the Committee of sponsoring Organisations (COsO) of the Treadway Commission. This framework includes entity- level policies, processes and standard Operating Procedures (SOP). Compliance with these policies and procedures is ingrained into the management review process. Moreover, the Company regularly reviews them to ensure both relevance and comprehensiveness of the Internal Financial Controls. The Company uses IT-supported platforms to keep the IFC framework robust.

The Company periodically assesses design as well as operational effectiveness of its internal controls across multiple functions and locations through extensive internal audit exercises. Based on the assessment of internal audit function, process owners undertake corrective action in their respective areas, and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Vigil Mechanism/Whistle-Blower Policy

Ambuja's core value has been to create a fraud and corruption- free culture. We believe that the potential risk of fraud, corruption and unethical behaviour could adversely impact the Company's business operations, performance and reputation. With a view to create ethical environment and to mitigate the risk of fraud, a comprehensive Ethical View Reporting Policy akin to Vigil Mechanism or the Whistle-Blower Policy has been laid down.

This policy encourages Directors, employees and third parties to bring to your Company's attention, any instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affects the operational & financial integrity and actual or suspected instances of leak of unpublished price sensitive information that could adversely impact operations, business performance and/or reputation.

In terms of the said Policy, all the reported incidents are reviewed by the Ethical View Committee. Based on an in-depth review, all such incidents are investigated in an impartial manner and appropriate actions are taken to uphold the highest professional, ethical and governance standards. The Policy also provides for the requisite checks, balances and safeguards to ensure that no employee is victimised or harassed for reporting and bringing up such incidents in the interest of the Company.

No personnel have been denied access to the Audit Committee for any matter pertaining to the Ethical View Policy. The implementation of the Policy and the functioning of the Ethical View Committee is overseen by the Audit Committee.

More details on this Policy are given in the Corporate Governance Report, which forms part of this Report. The Policy is available on the Company's website (www.am bu iacement.com/investors).

Code of Conduct

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

Anti-bribery and Corruption Directives (ABC Directives)

In furtherance to the Company's philosophy of conducting business in an honest, transparent and ethical manner, the Board has laid down ‘ABC Directives' as part of the Company's Code of Business Conduct and Ethics. As a Company, Ambuja Cement has zero-tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings. To spread awareness about the Company's commitment to conduct business professionally, fairly and free from bribery and corruption and as part of continuous education to the employees on ‘ABC Directives', regular awareness emails were circulated, face-to-face and online trainings were conducted, and close to 1200 relevant employees were trained.

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Christof Hassig (DIN 01680305), and Mr. Ranjit Shahani (DIN 00103845) Non-Executive Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment.

More details about the Directors are either given in the Corporate Governance Report or in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

Key Managerial Personnel

Mr. Neeraj Akhoury, Managing Director & CEO, Ms. Rajani Kesari, Chief Financial Officer and Mr. Rajiv Gandhi, Company Secretary are the Key Managerial Personnel of the Company.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Attributes, Qualifications and Independence of Directors and their Appointment

The Nomination & Remuneration Committee of Directors have approved a policy for the selection, Appointment and Remuneration of Directors, which inter-alia, requires that the Directors shall be of high integrity with relevant expertise and experience to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment of a new Director.

The Board Diversity Policy of the Company requires the Board to have a set of accomplished individuals, ideally representing a wide cross-section of industries, professions, occupations and functions and possessing a blend of skills, domain and functional knowledge, experience and educational qualifications, both individually, as well as 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 & Chief Executive Officer 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 and Remuneration of Directors is given as Annexure III to this report.

Independent Directors

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This section require companies to have at least one-third of the total number of Directors as Independent Director and the Company complies with this requirement. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The profile of the Independent Directors forms part of the Corporate Governance Report

In the Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

Board Evaluation

The annual evaluation process of the Board, its committees and individual Directors for the year 2021 was conducted as per provisions of the Companies Act, 2013 and the Listing Regulations with a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out online using secured web-based application. Each Board member filled up the online evaluation template on the functioning and overall level of engagement of the Board and its committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were designed considering the guidelines issued under the Listing Regulations and secretarial standards and taking into consideration the suggestions given by the Directors.

Feedback Mechanism

A one-on-one meeting of the individual Directors with the Chairman of the Board was also conducted as a part of selfappraisal and peer-group evaluation and the engagement and impact of individual Director was reviewed on parameters such as attendance, knowledge and expertise, inter-personal relationship, engagement in discussion and decision-making process, actions oriented and others. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement for a higher degree of engagement with the management.

Evaluation Results

The Independent Directors met on December 15, 2021 to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman, while considering the views of the Executive and Non-Executive Directors.

The Independent Directors were highly satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement. They also appreciated the exemplary leadership of the Chairman of the Board and its committees in upholding and following the highest values and standards of corporate governance.

Post the review by the Independent Directors, the results were shared with the entire Board and its respective committees. The Board expressed its satisfaction with the evaluation results, which reflects very high degree of engagement of the Board and its committees with the Management.

Based on the outcome of the evaluation and assessment cum feedback of the Directors, the Board and the Management have agreed on various action points, which will be implemented during the year 2022. The Board also suggested various areas such as sustainability, strategy, risk management etc. requiring more focused attention from the Management.

Remuneration Policy

The Company follows a policy on the 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, Key Managerial Personnel (KMP) and senior Management employees. The remuneration involves a balance between fixed and incentive pay, reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy for the Directors and senior Management employees is given in the Corporate Governance Report.

Induction and Familiarisation Programme for Directors

The details of the induction and Familiarisation programme of the Directors are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY

Pursuant to section 134 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 and that no material departures have been made from the same;

ii) they have selected such accounting policies, judgements and estimates that are reasonable and prudent and have applied them consistently to give a true and fair view of the state of affairs of the Company as on December 31, 2021, and of the statement of Profit and Loss and Cash Flow of the Company for the period ended December 31, 2021

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 going concern basis

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

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

AUDITORS & AUDITORS' REPORT

Statutory Auditor

M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (ICAI Firm Registration No. 117366 W/W-100018) were appointed as the Statutory Auditors for a period of five years commencing from the conclusion of the 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting. Accordingly, M/s. Deloitte Haskins & Sells LLP will be completing their term of five years at the conclusion of the forthcoming Annual General Meeting.

The company is proposing to appoint M/s. SRBC & Co LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors for a period of 5 years commencing from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting.

M/s. SRBC & Co LLP is a leading professional services firm engaged in the field of audit, taxation, risk and transaction advisory services.

M/s. SRBC & Co LLP have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommend the appointment of M/s. SRBC & Co LLP, Chartered Accountants as Statutory Auditors of the company from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting.

The Board places on record its appreciation for the services of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, during their tenure as the Statutory Auditors of your company.

The Auditors' Report for financial year 2021 on the financial statements forms part of this Annual Report. The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General meeting of the Company.

The observations made by the Statutory Auditors on the Financial Statements of the company, in their Report for the financial year ended December 31, 2021, read with the explanatory notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer. Explanations or comments by the Board on emphasis of matters made by the statutory auditors in their report includes Order passed by the Competition Commission of India in two matters, which has been dealt in more detail in this Report.

Cost Auditor

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 (ICWAI Firm Registration No. 000012) as the Cost Auditors of the Company for 2022 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting. M/s P.M. Nanabhoy & Co. have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. 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 Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year 2020 was filed with the Ministry of Corporate Affairs on May 25, 2021 vide SRN: T20097267.

As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended December 31, 2021.

Secretarial Auditor

The Board had appointed Mr. Jayesh Shah, (CP No.2535), Partner of 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 2021 and his report is annexed as Annexure IV to this Report. The report does not contain any qualification, reservation and adverse remarks.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

Order passed by the National Company Law Appellate Tribunal (NCLAT) in the Matter of Penalty Levied by the Competition Commission of India (CCI)

i) Appeal filed by the Company against the Order of the CCI levying penalty of Rs.1,163.91 crore on the Company was heard and dismissed by the NCLAT in July 2018 and CCI's Order was upheld. Further, the Company has challenged the judgement passed by NCLAT before the Hon'ble Supreme Court in September 2018. The Hon'ble Supreme Court has admitted the Company's Appeal and ordered for the continuation of interim order passed by the Tribunal.

ii) Pursuant to a reference filed by the Director, supplies and Disposals, Government of Haryana, the CCI vide its Order dated January 19, 2017 has imposed a penalty of Rs.29.84 crore on the Company. The Company filed an Appeal before the Competition Appellate Tribunal (COMPAT) and obtained an interim stay on the operation of the said Order. Further, by virtue of Government of India notification, all cases pending before the COMPAT were transferred to the NCLAT and as such, the hearing on the Appeal is underway at the NCLAT.

Other than the aforesaid, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the ongoing concern status and the 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.

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 26 and 34 of the standalone financial statements.

Treasury Operations

During the year, the Company's treasury operations continued to focus on cash forecasting and the 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. Surplus funds are parked only within the approved investment categories with well defined limits. Investment category is periodically reviewed by the Company's Board of Directors.

During the year, the investment portfolio mix was continuously rebalanced in line with the evolving interest rate environment.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

The details relating to unclaimed dividend and unclaimed shares forms part of the Corporate Governance Report forming part of this Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on the conservation of energy, technology absorption, foreign exchange earnings and out go is required to be given pursuant to the provisions of section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, which is marked as Annexure V to this Report.

PARTICULARS OF EMPLOYEES

There were 4,418 permanent employees of the Company (excluding the employees on probation and shipping sailing staff) as of December 31, 2021. 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 is annexed as Annexure VI to this Report.

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 provision of 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.

SUBSIDIARIES, JOINT VENTURES AND JOINT OPERATIONS

As of December 31, 2021, the Company has six subsidiaries, one joint venture and one joint operation.

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 (www.ambujacement. com/investors).

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 subsidiary, joint venture and joint operations in the prescribed Form AOC-1 is annexed as Annexure VII to this Report.

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 Company's website (www.ambuiacement.com/investors).

The consolidated net profit attributable to the Company is Rs.2,780.38 crore for 2021 as compared to Rs.2,365.44 crore for 2020.

BUSINESS RESPONSIBILITY REPORTING

The Company follows the <IR> framework of the International Integrated Reporting Council to report on all the six capitals that are used to create long-term stakeholder value. We also provide the requisite mapping of principles between the Integrated Report, the Global Reporting Initiative (‘GRI') and the BRR as prescribed by SEBI. The report is independently assured by TUV India Private Limited.

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives undertaken by the Company from an environment, social and governance perspective is available on Company's website https://www.ambujacement.com/Upload/Content Files/ annual-reports/Business-Responsibilitv-Report-2021.pdf

A copy of the BRR will be made available by email to any shareholder on request.

OTHER DISCLOSURES

No disclosure or reporting is made with respect to the following items, as there were no transactions during the year under review:

• Details relating to deposits that are covered under Chapter V of the Act

• The issue of equity shares with differential rights as to dividend, voting or otherwise

• The issue of shares to the employees of the Company under any scheme (sweat equity or stock options)

• There is no change in the Share Capital structure during the year under review

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees

• Managing Director & CEO has not received any remuneration or commission from any of its subsidiaries

• There was no revision in the financial statements

• There was no change in the nature of business

• There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

• The Company has not transferred any amount to reserves during the year under review.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work 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.

CAUTION 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. Crucial 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 that are material to the business operations of the Company.

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to every member of Ambuja family for their hard work, dedication and commitment, to whom the credit for the Company's achievements goes, particularly during this unprecedented year. Your Directors would also like to acknowledge the valuable contribution by the Company's Promoter, M/s Holcim Ltd. in continuous improvement in our Business Practices.

Your Company looks upon its suppliers, distributors, retailers, business partners and others associated with it in its progress and the Board places on record its appreciation for the support and co-operation from all of them. The Directors take this opportunity to express their deep sense of gratitude to the Banks, Government and Regulatory authorities, both at Central and State level for their continued guidance and support.

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
Mumbai N. S. Sekhsaria
Date February 17, 2022 Chairman & Principal Founder

   

Ambuja Cements Ltd Company Background

Gautam Adani
Incorporation Year1981
Registered OfficeAmbujanagar P O,Taluka Kodinar
Gir Somnath,Gujarat-362715
Telephone91-2795-221137/232365,Managing Director
Fax91-2795-232629
Company SecretaryRajiv Gandhi
AuditorDeloitte Haskins & Sells LLP/SRBC & Co LLP
Face Value2
Market Lot1
ListingBSE,Luxembourg,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083

Ambuja Cements Ltd Company Management

Director NameDirector DesignationYear
N S SekhsariaChairman Emeritus2021
Rajiv GandhiCompany Secretary2021
Gautam AdaniChairman (Non-Executive)2021
Karan AdaniNon-Exec & Non-Independent Dir2021
M R KumarNon-Exec & Non-Independent Dir2021
Maheswar SahuNon-Exec. & Independent Dir.2021
Rajnish KumarNon-Exec. & Independent Dir.2021
Ameet DesaiNon-Exec. & Independent Dir.2021
Purvi ShethNon-Exec. & Independent Dir.2021
Ajay KapurWhole Time Director & CEO2021

Ambuja Cements Ltd Listing Information

Listing Information
BSE_500
BSE_100
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNXINFRAST
CNX_MNC
CNX200
CNXCOMMODI
BSEGREENEX
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
BSEMETERIA
SENSNEXT50
LMI250
BSEDSI
BSE100LTMC
NFTYLM250
NFTYALV30
NFTY200M30
NF500M5025

Ambuja Cements Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Cement Ton31450000258900002650000013232.68
Traded items-unspeci.-purchaseNo 000560.88
Other Operating Revenue NA 00084.2
Sale of Scrap NA 00072.93
Provision no longer required NA 00011.07
Incentives & Subsidies NA 0003.19
Clinker Ton01740091100
Power Generation Sales NA 0000
Sale of Products NA 0000

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