1) M.g.t. Cements Private Limited ) Chemical Limes Mundwa Private Limited ) Kakinada Cements Limited 33-40

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2 CONTENT 1) M.g.t. Cements Private Limited ) Chemical Limes Mundwa Private Limited ) Kakinada Cements Limited ) Dirk India Private Limited ) Dang Cements Industries Private Limited, Nepal 61-68

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4 DIRECTORS REPORT TO THE MEMBERS, The directors have pleasure in presenting their Report and Audited Accounts of the Company for the year ended on 31st December, FINANCIAL RESULTS The Company has not commenced any business activities. 2. RESERVE AND SURPLUS Since there is no profit, no amount is transferred to the General Reserve. 3. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial Statements relate on the date of this report. 4. DIVIDEND During the year the Company has not earned any profits, so no dividend proposed for the year. 5. MEETINGS OF THE BOARD Five meetings of the Board of Directors were held during the year. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL CESSATION Mr. J.C. Toshniwal (DIN ) and Mr. Sanjeev Churiwala (DIN ) Director decided to resign from the parent Company Ambuja Cements Limited and accordingly resigned from the Board w.e.f 12th January 2015 and 16th November the Board places on record its appreciation for the valuable Services rendered by Mr J.C.Toshniwal and Mr. Sanjeev Churiwala. APPOINTMENT MR. RAJIV gandhi (DIN ) Mr. Rajiv gandhi has been appointed as Additional Director under Section 161 of the Companies Act 2013, w.e.f 16th November, As Additional Director Mr. Rajiv gandhi 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 his appointment as Director of the Company. the Board of Directors recommends his appointment. RETIREMENT BY ROTATION In accordance with the provisions of Section 152(6) and Articles of Association of the Company Mr. Mayank Singh Kachhwaha (DIN ) will retire by rotation at the ensuing Annual general Meeting of the Company and being eligible, offers himself for reappointment. the Board recommends their re-appointment. APPOINTMENT OF WHOLE TIME COMPANY SECRETARY In terms of the provisions of Section 203 the Company is required to have a whole time Company Secretary. the Company has not commenced its business operations and does not have any income. Company has thus not appointed a whole time Secretary. 7. DETAILS OF POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provisions of Corporate Social Responsibility are not applicable to the Company. 8. RISK MANAGEMENT POLICY The Company has not developed and implemented Risk Management Policy.. 9. SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY There are no Subsidiary,Joint Venture or Associate Company. 10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company s operations in future. 11. CHANGES IN SHARE CAPITAL The Company has not issued any equity shares during the year under review. 12. AUDITORS M/s Suresh Pareek & Associates, Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. 13. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 Extract of Annual Return of the Company in form MGT 9 is annexed hereto as Annexure COMPANY S AFFAIRS The Company is in the process of setting up a Cement Plant. 15. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186: During the year the Company has not given any loans, gurantees or incurred any Investments. 16. DEPOSITS M.G.T. Cements PRIVATE LIMITED 3

5 the Company has not invited any deposits from the public during the year. 17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES No agreement was entered with related parties by the Company during the current year. 18. EMPLOYEES the Company had no employees drawing salary in excess of the limits specified in Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013 Since the Company does not have any business operations, the policy on Sexual Harassment has not been implemented. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO the information required to be given pursuant to section 134 (3) (m) of the Companies Act, 2013 is not given as the same is not applicable. 21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund. 22. DIRECTORS RESPONSIBILITY STATEMENT In conformity with the provisions under Section 134 which was introduced by the Companies Act, 2013 your directors confirm that:- (a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. (b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimated that reasonable and prudent so as to give a true fair view of the state of affairs Company as on 31st December (c) The Directors have taken proper and sufficient care 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. (d) The Directors have prepared the Annual Accounts on a going concern basis. (e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 23. ACKNOWLEDGEMENTS the directors place on record their sincere appreciation for the assistance and co- operation extended by Bank, its employes, its investors and all other associates and look forward to continue fruitful association with all business partners of the Company. For and on behalf of the Board Place: Mumbai Rajiv Gandhi Vilas Deshmukh Date : 21/01/2016 Director Director M.G.T. Cements PRIVATE LIMITED 4

6 Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st December 2015 ANNEXURE 1 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: 1. CIN U26943GJ1990PTC Registration Date 12th November Name of the Company MGT Cements Private Limited 4. Category/Sub-Category of the Company Private Company which is a subsidiary of Public Company 5. Whether listed Company (Yes/No) No II. 6. Name, Address and Contact details of Registrar and Transfer Agent, if any NA PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sr. No Name and Description of Main Product/Services NIC Code of the Product 0/0 to total turnover of the company. Ill. 1. CEMENT PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No Name and Address of the Company CIN/GIN Holding/Subsidiary of the Company Applicable Section 1. Ambuja Cements Limited L26942GJ1981PLC Holding 100% IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity ) A. Category-wise Share Holding. Category of Shareholders A. Promotor 1. Indian No. of Shares held at the beginning of the year As on Demat Physical Total % of Total Shares No. of Shares held at the end of the year As on Demat Physical Total % of Total Shares % Change during the year a. Individual/ HUF % b. Cent. Govt c. State Govt d. Bodies Corp. 0 7,49,990 7,49, % 0 7,50,000 7,50, % 0.01% e. Bank/ FI f. Any g. Other Sub-Total- A-(1) 0 7,50,000 7,50, % 0 7,50,000 7,50, % 0.01% 2. Foreign a. NRI-Ind/HUF b. Other Ind c. Body Corp d. Bank/ FI e. Any Sub Total- A (2) Total SH of Promoter (1+2) 0 750, , % 0 750,000 7,50, % 0.01% B. Public Shareholding NIL M.G.T. Cements PRIVATE LIMITED 5

7 C Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group Public Grand Total (A+B+C) - 7,50,000 7,50, % - 7,50,000 7,50, % 0 Note: There is no change in the number of shares held by the promoter companies. B. Shareholding of Promoters Sr. No Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares Shareholding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year 1 Ambuja Cements Limited % % % Total % % % C. Change in Promoters Shareholding ( please specify, if there is no change) Sr. No Shareholding at the beginning of the year No. of shares % of total shares of the Company Cumulative shareholding during the year No. of shares % of total shares of the Company 1. At the beginning of the year % % 2. Date wise Increase /Decrease in Promotors shareholding during the year specifying the reasons for increase /decrease(e.g allotment/ transfer/bonus/sweat 10 shares transferred dated % 10 shares transferred dated At the end of the year % % D. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters ssand Holders of GDRs and ADRs): NIL E. Shareholding of Directors and Key Managerial Personnel: NIL V. INDEBTEDNESS: NIL Indebtedness of the Company including interest outstanding/accrued but not due for payment PARTICULARS SECURED LOANS EXCLUDING DEPOSITS UNSECURED LOANS DEPOSITS 0.01% TOTAL INDEBTNESS Indebtedness at the beginning of the financial year ) Principal Amount ) Interest due but not paid ) Interest accrued but not due Total of (1+2+3) Change in Indebtedness during the financial year Addition Reduction Net change Indebtedness at the end of the financial year ) Principal Amount ) Interest due but not paid ) Interest accrued but not due Total of (1+2+3) M.G.T. Cements PRIVATE LIMITED 6

8 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Sr. No. 1. Gross Salary Particulars of Remuneration Name of MD/WTD/Manager Total Amount (a) Salary as per provisions contained in section 17(1) of the Income Tax Act (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 (c) Profits in lieu of salary under Section (3) Income Tax Act, Stock Option Sweat Equity Commission As % of Profit - Others, specify 5. Others, please specify Total (A) Ceiling as per the Act B. Remuneration of other directors Sr. No. Particulars of Remuneration Name of Directors Total Amount 1. Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total B = (1+2) Total Managerial Remuneration Overall ceiling as per the Act C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD Sr. Particulars of Remuneration Key Managerial Personnel No. CEO Company Secretary CFO Total 1. Gross salary (a) Salary as per provisions contained in section 17( 1) of the Income-tax Act, (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option Sweat Equity Commission profit others, specify Others, please specify Total M.G.T. Cements PRIVATE LIMITED 7

9 VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES: NIL Type Section of the Company Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/Court) Appeal made, if any (give Details) A. Company Penalty Punishment Compounding B. Directors Penalty Punishment Compounding C. Other Officers in Default Penalty Punishment Compounding M.G.T. Cements PRIVATE LIMITED 8

10 Independent Auditor s Report To the Members of M.G.T. Cements Private Limited, Report on the Financial Statements We have audited the accompanying standalone financial statements of M.G.T. Cements Private Limited ( the Company ), which comprise the Balance Sheet as at 31st December, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st December, 2015, and its profit/loss and its cash flows for the year ended on that date. a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2015; b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) order,2015 ( the Order ) issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, the same is not applicable to the company. 2. As required by Section 143 (3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit ; b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement subject to notes thereon comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014 and, e) On the basis of written representations received from directors as on 31st December, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2015, from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to be best of our information and according to the explanations given to us : i. There is no pending litigations which would impact the financial position of the company. ii. The Company did not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise. iii. Investor Education and Protection Fund is not applicable to the company. For SURESH PAREEK & ASSOCIATES Firm Registration No C Chartered Accountants Suresh Pareek Membership No. : Place : Nagaur M.G.T. Cements PRIVATE LIMITED 9

11 EQUITY AND LIABILITIES ASSETS Shareholders funds Note Share capital ,500,000 7,500,000 Reserves and surplus... 3 (7,357,096) (7,173,198) Current Liabilities 142, ,802 Trade payables ,049 8,049 Non current assets 8,049 8,049 Total , ,851 Fixed assets Current Assets Balance Sheet 31st December, 2015 Tangible assets , ,606 Cash and bank balances , ,245 Short-term loans and advances , , ,245 Total , ,851 Significant accounting policies... 1 The accompanying notes are integral part of the financial statements. As per our attached report of even date For Suresh Pareek & Associates Chartered Accountants ICAI Firm Reg. No. : C Suresh Pareek Membership No. : Place : Nagaur For and on behalf of the Board Vilas Deshmukh Rajiv Gandhi Director Director DIN : DIN : Place : Mumbai M.G.T. Cements PRIVATE LIMITED 10

12 Statement of Profit and Loss For the year ended 31st December, 2015 Note Income Revenue from operation Total Revenue Expenses Depreciation ,606 40,031 Other expenses ,292 33,672 Total Expenses ,898 73,703 Loss for the year... (183,898) (73,703) Earnings per equity share of 10 each 10 Basic... (0.25) 0.10 Diluted... (0.25) 0.10 Significant accounting policies... 1 The accompanying notes are integral part of the financial statements. As per our attached report of even date For Suresh Pareek & Associates Chartered Accountants ICAI Firm Reg. No. : C Suresh Pareek Membership No. : Place : Nagaur For and on behalf of the Board Vilas Deshmukh Rajiv Gandhi Director Director DIN : DIN : Place : Mumbai M.G.T. Cements PRIVATE LIMITED 11

13 Cash Flow Statement For the year ended 31st December, A) Cash flows from operating activities Loss before tax... (183,898) (73,703) Adjustment for : Depreciation ,606 40,031 Operating loss before working capital changes... (35,292) (33,672) Adjustment for : Loans & advances and other current assets... (7,000) - (7,000) - Net cash used in operating activities... (42,292) (33,672) Net decrease in cash & cash equivalents... (42,292) (33,672) Cash and cash equivalents at the beginning of the year , ,917 Cash and cash equivalents at the end of the year , ,245 (42,292) (33,672) Components of cash and cash equivalents : Cash on hand... 1,233 1,233 With banks - in current accounts , ,012 Cash and cash equivalents at the the year end , ,245 Notes : 1).Figures in brackets represent outflow. Significant accounting policies - Note 1 The accompanying notes are integral part of the financial statements. As per our attached report of even date For Suresh Pareek & Associates Chartered Accountants ICAI Firm Reg. No. : C Suresh Pareek Membership No. : Place : Nagaur For and on behalf of the Board Vilas Deshmukh Rajiv Gandhi Director Director DIN : DIN : Place : Mumbai M.G.T. Cements PRIVATE LIMITED 12

14 Notes to Financial Statements 1 Significant Accounting Policies: a) Basis of Preparation of Financial Statements : i ii iii The financial statements have been prepared in compliance with all material aspects with the accounting standards notified under Section 133 of the Companies Act 2013, read together with rule 7 of the Companies (Accounts) Rules Financial statements are based on historical cost and are prepared on accrual basis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of financial statements and the results of operations during the reported period. Although these estimates are based upon management s best knowledge of current events and actions, actual result could differ from these estimates. b) Revenue Recognition : Revenue is recognised to the extent that it is probable that economic benefits will flow to the company and the revenue can be reliably measured. c) Fixed Assets and Depreciation : the fixed assets have been shown at cost less depreciation provided as on date. Cost includes all direct expenses incurred to bring an asset to working condition for its intended use. Cost also includes financing costs relating to specific borrowing(s) attributable to the acquisition or construction of fixed assets. Depreciation on assets is provided at the rates and in the manner prescribed specified in Schedule II of the Companies Act, 2013 on straight line method. d) Taxation : Current Taxes Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions. Deferred Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that result between the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax Assets are recognized only to the extent there is reasonable certainty that the assets can be realized in the future. Deferred Tax Assets are reviewed as at each Balance Sheet date. e) Provisions and Contingencies : A provision is recognised for a present obligation as a result of past events if it is probable that an outlow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate of the amount required to settle the obligation at the Balance Sheet date. A contingent liability is disclosed, unless the possibility of an outflow is remote. f ) Cash and Bank Balances : i. Cash and Bank balances in the Balance Sheet comprise cash at bank including fixed deposits, cheques in hand and cash in hand. ii. Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank, cash in hand and short term investments with an original maturity of three months or less. g ) Earnings Per Share : Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. M.G.T. Cements PRIVATE LIMITED 13

15 Notes to Financial Statements (Contd.) 2 Share capital Authorised 1000,000 (previous year ,000) Equity Shares of 10 each... 10,000,000 10,000,000 10,000,000 10,000,000 Issued, subscribed and fully paid up 750,000 (previous year - 750,000) Equity Shares of 10 each fully paid up... 7,500,000 7,500,000 7,500,000 7,500,000 7,500,000 7,500,000 a) Terms / Rights attached to equity shares i. The Company has only one class of equity shares having a par value of 10 per share. Each holder of equity share is entitled to one vote per share. ii. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. b) Details of equity shares held by shareholders holding more than 5% shares in the Company Particular No. of shares % holding No. of shares % holding Ambuja Cements Limited, the holding company 750, % 749, % c) Reconciliation of equity shares outstanding Particular No. of shares No. of shares At the beginning of the year 750,000 7,500, ,000 7,500,000 Add : Issued during the year At the end of the year 750,000 7,500, ,000 7,500,000 d) Shares held by holding Company, ultimate holding company and their subsidiaries Particular Ambuja Cements Limited, the holding company 750,000 (previous year - 749,990) equity shares of 10 each fully paid up 7,500,000 7,499,900 3 Reserves and surplus Share premium... 9,299,690 9,299,690 Deficit in the Statement of Profit & Loss Balance as per last financial statements... (16,472,888) (16,399,185) Add : Loss for the year... (183,898) (73,703) Closing balance... (16,656,786) (16,472,888) Total... (7,357,096) (7,173,198) M.G.T. Cements PRIVATE LIMITED 14

16 Notes to Financial Statements (Contd.) 4 Trade payables Other than Micro, Small and Medium Enterprises... 8,049 8,049 Total... 8,049 8,049 5 Tangible assets Buildings Gross carrying value at cost Opening as on 1st January, ,794,086 4,794,086 31st December, ,794,086 4,794,086 31st December, ,794,086 4,794,086 Depreciation Opening as on 1st January, ,605,449 4,605,449 Charge for the year... 40,031 40,031 31st December, ,645,480 4,645,480 Charge for the year , ,606 31st December, ,794,086 4,794,086 Net carrying value 31st December, , ,606 31st December, Total 6 Cash and bank balances Balances with banks - In current account , ,012 Cash on hand... 1,233 1,233 Total , ,245 7 Short-term loans and advances Advance for Expense... 7,000 - Total... 7, Depreciation Depreciation on tangible Assets ,606 40,031 Total ,606 40,031 9 Other Expenses Miscellaneous expenses*... 35,292 33,672 Total... 35,292 33,672 * Miscellaneous expenses include payment to auditors (excluding service tax) Statutory auditor... as auditor... 7,500 7,500 Total... 7,500 7,500 M.G.T. Cements PRIVATE LIMITED 15

17 Notes to Financial Statements (Contd.) 10 Earnings per equity share (EPS) : In accordance with Accounting Standard 20- Earning per Share, the computation of earning per share is set out below : Particular Weighted average number of Equity Shares of 10 each i) Number of shares at the beginning of the year 750, ,000 ii) Number of shares at the end of the year 750, ,000 iii) Weighted average number of shares outstanding during the year 750, ,000 Net Loss after tax available for equity shareholders. () (183,898) (73,703) Basic / Diluted Earning per share () (0.25) (0.10) Note: The Company does not have any dilutive potential equity shares. Consequently the basic and diluted earning per share of the Company remain the same. 11 Related party disclosure : As required under Accounting Standard 18 Related Party Disclosure (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18: a) Names of related parties where control exists : Party Nature of Relationship LafargeHolcim Ltd. (Formerly known as Holcim Ltd.), Switzerland Ultimate Holding company Ambuja Cements Limited, India Holding Company b) Details of related parties transactions : There are no transactions entered into by the company during the year (previous year - NIL) with the related parties as mentioned in (a) above Note : Related Parties are as disclosed by the Management and relied upon by the auditors. 12 Taxation: Current Tax In absence of taxable income as per the provisions of the Income Tax Act, 1961 in the current year, provision for current tax has not been made. Deferred Taxes There are no items attributable to the timing difference between taxable income and accounting income, hence no deferred tax liabilities (assets) have been recognized during the year. 13 Figures of previous year have been re-grouped / rearranged wherever necessary to conform to the current year s presentation. Signatures to Notes 1 to 13 As per our attached report of even date For Suresh Pareek & Associates Chartered Accountants ICAI Firm Reg. No. : C Suresh Pareek Membership No. : Place : Nagaur For and on behalf of the Board Vilas Deshmukh Rajiv Gandhi Director Director DIN : DIN : Place : Mumbai M.G.T. Cements PRIVATE LIMITED 16

18 DIRECTORS REPORT TO THE MEMBERS, The directors have pleasure in presenting their Report and Audited Accounts of the Company for the year ended on 31st December, FINANCIAL RESULTS The Company has not commenced any business activities 2. RESERVE AND SURPLUS Since there is no profit, no amount is transferred to the General Reserve. 3. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial Statements relate on the date of this report. 4. DIVIDEND During the year the Company has not earned any profits, so no dividend proposed for the year 5. MEETINGS OF THE BOARD Five meetings of the Board of Directors were held during the year. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL CESSATION Mr.J.C.Toshniwal (DIN ) and Mr. Sanjeev Churiwala (DIN ) Director decided to resign from the parent Company Ambuja Cements Limited and accordingly resigned from the Board w.e.f 12th January 2015 and 16th November The Board places on record its appreciation for the valuable Services rendered by Mr.J.C.Toshniwal and Mr. Sanjeev Churiwala. APPOINTMENT MR. RAJIV GANDHI (DIN ) Mr. Rajiv Gandhi has been appointed as Additional Director under Section 161 of the Companies Act 2013, w.e.f 16th November, As Additional Director Mr. Rajiv Gandhi 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 his appointment as Director of the Company. The Board of Directors recommends his appointment. RETIREMENT BY ROTATION In accordance with the provisions of Section 152(6) and Articles of Association of the Company Mr. Mayank Singh Kachhwaha (DIN ) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends their re-appointment. APPOINTMENT OF WHOLE TIME COMPANY SECRETARY In terms of the provisions of Section 203 the Company is required to have a whole time Company Secretary. The Company has not commenced its business operations and does not have any income. Company has thus not appointed a whole time Secretary. 7. DETAILS OF POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provisions of Corporate Social Responsibility are not applicable to the Company. 8. RISK MANAGEMENT POLICY The Company has not developed and implemented Risk Management Policy.. 9. SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANY There are no Subsidiary, Joint Venture or Associate Company. 10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company s operations in future. 11. CHANGES IN SHARE CAPITAL The Company has not issued any equity shares during the year under review. 12. AUDITORS M/s Suresh Pareek & Associates, Auditors of the Company will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. 13. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 Extract of Annual Return of the Company in form MGT 9 is annexed hereto as Annexure COMPANY S AFFAIRS The Company is in the process of setting up a Cement Plant. 15. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186: During the year the Company has not given any loans, guarantees or incurred any Investments. CHEMICAL LIMES MUNDWA PRIVATE LIMITED 17

19 16. DEPOSITS The Company has not invited any deposits from the public during the year. 17. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES No agreement was entered with related parties by the Company during the current year. 18. EMPLOYEES The Company had no employees drawing salary in excess of the limits specified in Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013 Since the Company does not have any business operations, the policy on Sexual Harassment has not been implemented. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information required to be given pursuant to section 134 (3) (m) of the Companies Act, 2013 is not given as the same is not applicable. 21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund. 22. DIRECTORS RESPONSIBILITY STATEMENT In conformity with the provisions under Section 134 which was introduced by the Companies Act, 2013 your directors confirm that:- (a) In preparation of the Annual Accounts, the applicable accounting standards have been followed. (b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimated that reasonable and prudent so as to give a true fair view of the state of affairs Company as on 31st December (c) The Directors have taken proper and sufficient care 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. (d) The Directors have prepared the Annual Accounts on a going concern basis. (e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 23. ACKNOWLEDGEMENTS The directors place on record their sincere appreciation for the assistance and co- operation extended by Bank, its employes,its investors and all other associates and look forward to continue fruitful association with all business partners of the Company. For and on behalf of the Board Place: Mumbai Rajiv Gandhi Vilas Deshmukh Date : 21/01/2016 Director Director CHEMICAL LIMES MUNDWA PRIVATE LIMITED 18

20 Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st December 2015 ANNEXURE 1 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: II. 1. CIN U14107GJ2007PTC Registration Date 27th February Name of the Company Chemical Limes Mundwa Private Limited 4. Category/Sub-Category of the Company Private Company which is a subsidiary of Public Company 5. Whether listed Company (Yes/No) No 6. Name, Address and Contact details of Registrar and Transfer Agent, if any NA PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sr. No Name and Description of Main Product/Services NIC Code of the Product 0/0 to total turnover of the company. Ill. 1. CEMENT PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No Name and Address of the Company CIN/GIN Holding/Subsidiary of the Company Applicable Section 1. Ambuja Cements Limited P.O. Ambujanagar Taluka : Kodinar District: Gir Somnath Gujarat L26942GJ1981PLC Holding 100% IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity ) A. Category-wise Share Holding. Category of Shareholders No. of Shares held at the beginning of the year As on Demat Physical Total % of Total Shares No. of Shares held at the end of the year As on Demat Physical Total % of Total Shares % Change during the year A. Promotor 1. Indian a. Individual/ HUF % b. Cent. Govt c. State Govt d. Bodies Corp % % 0.01% e. Bank/ FI f. Any g. Other Sub-Total- A-(1) % % 0.01% 2. Foreign a. NRI-Ind/HUF b. Other Ind c. Body Corp d. Bank/ FI e. Any Sub Total- A (2) Total SH of Promoter (1+2) % % 0.01% B. Public Shareholding NIL CHEMICAL LIMES MUNDWA PRIVATE LIMITED 19

21 C Shares held by Custodian for GDRs & ADRs Promoter and Promoter Group Public Grand Total (A+B+C) % % 0.01% Note: There is no change in the number of shares held by the promoter companies. B. Shareholding of Promoters Sr. No Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares Shareholding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year 1 Ambuja Cements Limited % % % Total % % % C. Change in Promoters Shareholding ( please specify, if there is no change) Sr. No Shareholding at the beginning of the year No. of shares % of total shares of the Company Cumulative shareholding during the year No. of shares % of total shares of the Company 1. At the beginning of the year % % 2. Date wise Increase /Decrease in Promotors shareholding during the year specifying the reasons for increase /decrease(e.g allotment/ transfer/bonus/sweat 10 shares transferred dated % 10 shares transferred dated At the end of the year % % D. Shareholding Pattern of top ten Shareholders(other than Directors, Promoters and Holders of GDRs and ADRs): NIL E. Shareholding of Directors and Key Managerial Personnel: NIL V. INDEBTEDNESS: NIL Indebtedness of the Company including interest outstanding/accrued but not due for payment PARTICULARS SECURED LOANS EXCLUDING DEPOSITS UNSECURED LOANS DEPOSITS 0.01% TOTAL INDEBTNESS Indebtedness at the beginning of the financial year ) Principal Amount ) Interest due but not paid ) Interest accrued but not due Total of (1+2+3) Change in Indebtedness during the financial year Addition Reduction Net change Indebtedness at the end of the financial year ) Principal Amount ) Interest due but not paid ) Interest accrued but not due Total of (1+2+3) CHEMICAL LIMES MUNDWA PRIVATE LIMITED 20

22 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount 1. Gross Salary (a) Salary as per provisions contained in section 17(1) of the Income Tax Act (b) Value of perquisites u/s 17(2) Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 CHEMICAL LIMES MUNDWA PRIVATE LIMITED Stock Option Sweat Equity Commission As % of Profit - Others, specify 5. Others, please specify Total (A) Ceiling as per the Act B. Remuneration of other directors Sr. No. Particulars of Remuneration Name of Directors Total Amount 1. Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total B = (1+2) Total Managerial Remuneration Overall ceiling as per the Act C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD Sr. Particulars of Remuneration Key Managerial Personnel No. CEO Company Secretary CFO Total 1. Gross salary (a) Salary as per provisions contained in section 17( 1) of the Income-tax Act, (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option Sweat Equity Commission profit others, specify Others, please specify Total - - -

23 VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES: NIL Type Section of the Company Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority (RD/ NCLT/Court) Appeal made, if any (give Details) A. Company Penalty Punishment Compounding B. Directors Penalty Punishment Compounding C. Other Officers in Default Penalty Punishment Compounding CHEMICAL LIMES MUNDWA PRIVATE LIMITED 22

24 Independent Auditor s Report To the Members of Chemical Limes Mundwa Private Limited, Report on the Financial Statements We have audited the accompanying standalone financial statements of Chemical Limes Mundwa Private Limited ( the Company ), which comprise the Balance Sheet as at 31st December, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st December, 2015, and its profit/loss and its cash flows for the year ended on that date. a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2015; b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) order,2015 ( the Order ) issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the annexure a statement on the matters specified in paragraph 3 and 4 of the order, to the extent applicable. 2. As required by Section 143 (3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit ; b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement subject to notes thereon comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014 and, e) On the basis of written representations received from directors as on 31st December, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December, 2015, from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to be best of our information and according to the explanations given to us : i. The details of pending litigations which would impact the financial position of the company are listed in Point No 7 of Annexure pertaining to CARO 2015 and Note 15 to financial statements. ii. The Company did not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise. iii. Investor Education and Protection Fund is not applicable to the company. For SURESH PAREEK & ASSOCIATES Firm Registration No. : C Chartered Accountants Place: Nagaur Suresh Pareek Membership No. : CHEMICAL LIMES MUNDWA PRIVATE LIMITED 23