INDEXSRCONTENTSPAGE NO

iMAIN PAGE

iiDECLARATION

iiiCERTIFICATE

ivACKNOWLEDGEMENT

1Chapter 1: IntroductionAims and objectivesNeeds and importance of the studyScope of the studyLimitationsResearch methodology

2Chapter 2: Company Profile

3Chapter 3Auditors ReportAudit of share capital

5Chapter 5FindingsRecommendationsConclusions

6.Bibliography

Chapter 1IntroductionAuditThe general definition of an audit is a planned and documented activity performed by qualified personnel to determine by investigation, examination, or evaluation of objective evidence, the adequacy and compliance with established procedures, or applicable documents, and the effectiveness of implementation. The term may refer to audits in accounting, internal controls, quality management, project management, water management, and energy conservation.Auditing is defined as a systematic and independent examination of data, statements, records, operations and performances (financial or otherwise) of an enterprise for a stated purpose. In any auditing the auditor perceives and recognizes the propositions before him for examination, collects evidence, evaluates the same and on this basis formulates his judgment which is communicated through his audit report. The purpose is then to give an opinion on the adequacy of controls (financial and otherwise) within an environment they audit, to evaluate and improve the effectiveness of risk management, control, and governance processes.DEFINITION OF AUDITINGVarious persons such as the owners, shareholders, investors, creditors, lenders, government etc. use the final account of business concern for different purposes. All these users need to be sure that the final accounts prepared by the management are reliable. An auditor is an independent expert who examines the accounts of a business concern and reports whether the final accounts are reliable or not. Different authorities have defined auditing as follows.International auditing guidelines defines the auditing as auditing is an independent examination of financial information of any entity with a view to expressing an opinion thereon.Objectives of Audit Basic objective of auditing is to prove true and fairness of results presented by profit and loss account and financial position presented by balance sheet. Its objectives are classified into two groups which are given below:A. Primary Objectives of AuditThe main objectives of audit are known as primary objectives of audit. They are as follows:1. Examining the system of internal check.2. Checking arithmetical accuracy of books of accounts, verifying posting, costing, balancing etc.3. Verifying the authenticity and validity of transactions.4. Checking the proper distinction of capital and revenue nature of transactions.5. Verifying whether all the statutory requirements are fulfilled or not.6. Proving true and fairness of operating results presented by income statement and financial position presented by balance sheet.B. Subsidiary Objectives of AuditThese are such objectives which are set up to help in attaining primary objectives. They are as follows:1) Detection and prevention of errorsErrors are those mistakes which are committed due to carelessness or negligence or lack of knowledge or without having vested interest. Errors may be committed without or with any vested interest. So, they are to be checked carefully. 2) Detection and prevention of fraudsFrauds are those mistakes which are committed knowingly with some vested interest on the direction of top level management. Management commits frauds to deceive tax, to show the effectiveness of management, to get more commission, to sell share in the market or to maintain market price of share etc. Detection of fraud is the main job of an auditor.3) Under or over valuation of stockNormally such frauds are committed by the top level executives of the business. So, the explanation given to the auditor also remains false. So, an auditor should detect such frauds using skill, knowledge and facts.4) Other objectives To provide information to income tax authority. To satisfy the provision of company Act and to have moral effect.

Basic principle of Auditing

1) Integrity, objectivity and independenceThe auditor should be honest and sincere in his audit work. He must be fair and objective. He should also be independent.2) ConfidentialityThe auditor should keep the information obtained during audit, confidential. He should not disclose such information to any third party. He should, keep his eyes and ears open but his mouth shut.3) Skill and competence The auditor should have adequate training, experience and competence in Auditing. He should have a professional qualification (i.e. be a Chartered Accountant) and practical experience. He should be aware of recent developments in the field of auditing such as statement of ICAI, changes in company law, decisions of courts etc.4) Working papersThe auditor should maintain working papers of important matters to prove that audit was conducted with due care according to the basic principles.5) PlanningThe auditor should plan his audit work. He should prepare an audit programmed to complete the audit efficiently and in time.6) Audit evidenceThe report of the auditor should be base on evidence obtained in the course of audit. The evidence may be obtained through vouching of transactions, verification of assets and liabilities, ratio analysis etc.7) Evaluation of accounting system and internal controlThe auditor should ensure that the accounting system is adequate. He should see that all the transaction has been properly recorded. He should study and evaluate the internal controls.8) Opinion and reportThe auditor should arrive at his opinion on the account based on the audit evidence and submit his report. The opinion may be unqualified, qualified or adverse. The audit report should clearly express his opinion. Law should require the content and form of audit report.

Joint Stock CompanyA joint Stock company is a business entity where different stakes can be bought and owned by shareholders. Each shareholder owns company stock in proportion, evidenced by his or her shares (certificates of ownership). This allows for unequal ownership of a business with some shareholders owning a larger proportion of a company than others. Shareholders are able to transfer their shares to other existence of the company.In modern corporate law, the existence of joint-stock company is often synonymous with incorporation (i.e. possession of legal personality separate from shareholders) and limited liability (meaning that the shareholders are only liable for the companys debts to the value of money they invested in the company). And as a consequence joint-stock companies are commonly known as corporations or limited companies.How the auditor would conduct the audit of a joint stock companyAn auditor has to study the Company Law so as to familiarize himself with his rights and duties. There are provisions in the law in regard to issue of Share Capital, preparation of Memorandum of Association and Articles of Association, appointment of Director and Managing Directors, issue of Prospectus and other important matters which an auditor has to study for the successful conduct of a companys accounts.Preparation by the Auditor before AuditThe auditor should go through the following preliminaries before he begins his actual work:1. To see that his appointment is in order;2. Inspection of documents books and registers;3. Inspection of contracts;4. Study of previous years Balance Sheet and Auditors Report;5. Obtaining a schedule of books and persons handling them;6. Study of internal check system; and7. Certificate of incorporation and commencement of business.1. To see that his Appointment is in order(a) If he is appointed as the first (newly appointed) auditor of the company by the Board of Directors, he should ask for a copy of the resolution by the Directors ealizable his appointment.(b) If he is appointed in place of a retiring auditor, he should enquire from the retiring auditor whether due notice was served and the provisions of section 225 were complied with or not. It would be a breach of professional etiquette if he does not enquire from him in writing about the circumstances which led to his removal.I If he is appointed by the shareholders at the Annual General Meeting, he should obtain a copy of the resolution. He should inform the Registrar within 30 days of the receipt of the appointment letter in writing that he has accepted or refused to accept the appointment. He should ensure that proper notice or nomination was given, otherwise his appointment will be invalid.The auditor should correspond in writing with the previous auditor, informing the latter of the fact of his appointment.(d) If he is appointed to fill a casual vacancy caused by the death of the previous auditor, he should obtain a copy of the resolution passed by the Directors so as to ensure that his appointment is valid.(e) Under section 224(6) of the Companies Act, a General Meeting of the shareholders should be called to appoint a new auditor in place of the auditor who has resigned. Thus, the vacancy caused by the resignation has to be filled by the company in a General Meeting and not by the Board of Directors.The auditor should see that his appointment is regular under such circumstances. He should, however, enquire from the auditor who has resigned, about the circumstances in which he has resigned and then decide whether he should accept the appointment or not.2. Inspection of Documents, Books and RegistersDocuments:1. Memorandum- (1) Under the provisions of section 13 of the Companies Act, the Memorandum of every company shall state:(a) the name of the company with Limited as the last word of the name in the case of a public limited company and with Private Limited as the last words of the name in the case of a private limited company;(b) The State in which the registered office of the company is to be situated;I In the case of a company in existence immediately before commencement of the Companies (Amendment) Act, 1956, the objects of the company.Articles of Association:Under section 26, every company is required to have the Articles of Association. The Articles of Association of a company limited by shares may adopt all or any of the regulations of Table A in Schedule I.The Articles of Association contain regulations to control the internal administration of the company, viz., regulation for day-to-day work, relationship between its members, their rights and responsibilities, etc. Since the Articles of Association are framed by the company for its use, they may be altered by a special resolution as and when necessary, subject to the provisions of the Companies Act and to the conditions contained in its Memorandum.Prospectus:Matters to be stated and reports to be set out in Prospectus are given in section 56 of the Companies Act. A Prospectus is issued with the objective of inviting public to purchase the share of the company. Ordinarily, all matters dealt with above in the Articles of Association are found in the Prospectus.3. Inspection of Contracts:Next, the auditor should examine the contracts which have been entered into between a company and other parties, e.g.(i) Contracts with the vendors of any property.(ii) Contracts with the brokers and underwriters.(iii) Contracts with the promoters for the preliminary expenses, etc.Usually, brief particulars about such contracts are given in theThe auditor should see that the Statement of Particulars is correct and transactions relating to such contracts have been properly recorded in the Books of Accounts.4. Study of Previous Years Balance Sheet and Auditors Report:When the auditor is appointed in place of retiring auditor, he should examine the Balance Sheet of the last year and also the Report of the auditor appointed last year to be familiar with any relevant matter raised by the previous auditor. He should ensure that the objections or qualifications raised in the previous Audit Report have been duly met by the company.Besides this, he may also examine the Directors Report to the members containing the recommendations of the Directors in respect of the appropriation of profits made last year. This is very important.

5. Obtaining a Schedule of Books and Persons handling them:The auditor should, then, get a list of the persons employed to maintain accounts of the company and also of books maintained by them. This will help him in the successful conduct of the audit whenever he needs some information and explanations, and difficulties can, thus, be met easily.6. Study of Internal Check System:This is another significant part of an auditors duty to obtain a detailed statement from the Directors of the Company about the system of the internal check in operation. This will enable him to note down the shortcomings of the accounting system and the procedure followed by the company.7. Certificate of Incorporation and Commencement of Business:A public limited company is not allowed to commence business unless a certificate entitling the company to commence business is granted. A private company is entitled to commence business and exercise borrowing powers immediately after incorporation. The auditor should examine the certificate and see that the company has commenced business after it is granted.

Objective of the StudyThe major objectives of the resent study are to know about audit of ultratech cement limitedTo study about auditing of joint stock companyTo know about ultratech cement limited.To study the auditors report and audit of share capital of the company.

Scope of StudyThe scope of the study is limited to the audit of Ultratech cement Limited. Study objective is to study the audit procedures of Ultratech cement Limited.

Limitation of StudyThe time period of the study was not sufficient to measure the audit of Ultratech cement Limited effectively and reach to a more valid conclusion.Lack of accurate, centralized and statewide information

Research MethodologyResearch Research means search for facts in order to find answers to certain questions or to find solutions to certain problems. It is often referred to as scientific inquiry or scientific investigation into a specific problem or situation. This is because the search for facts should be made by scientific method rather than by arbitrary method. The scientific method uses systematic rational approach to search for facts, whereas, the arbitrary method attempts to find answers to questions on the basis of imagination and ones own beliefs and judgments.William C. Emory in his book Business Research Methods defines research as any organized inquiry designed and carried out to provide information for solving a problem. Methodology In simple terms methodology can be defined as, it is used to give a clear cut idea on what the researcher is carrying out his or her research. In order to plan in a right point of time and to advance the research work methodology makes the right platform to the researcher to mapping out the research work in relevance to make solid plans.More over methodology guides the researcher to involve and to be active in his or her particular field of enquiry. Most of the situations the aim of the research and the research topic wont be same at all time it varies from its objectives and flow of the research but by adopting a suitable methodology this can be achieved.Right from selecting the topic and carrying out till recommendations research methodology drives the researcher in the right track. The entire research plan is based on the concept of right methodology.More over through methodology the external environment constitutes the research by giving a depth idea on setting the right research objective, followed by literature point of view, based on that chosen analysis through interviews or questionnaires findings will be obtained and finally concluded message by this research.On the other hand from the methodology the internal environment constitutes by understanding and identifying the right type of research, strategy, philosophy, time horizon, approaches, followed by right procedures and techniques based on his or her research work. In other hand the research methodology acts as the nerve center because the entire research is bounded by it and to perform a good research work, the internal and external environment has to follow the right methodology process.

Research MethodologyResearch methodology is a set of various methods to be followed to find out various information regarding market strata of different products. Research methodology required in every industry for acquiring knowledge of their products.Sources of DataThere are two types of data namely primary data and secondary data.Primary dataPrimary data refers to those data that are collected newly and they are not used earlier. The researcher has to gather the primary data freshly for the specific study undertaken by him.Secondary dataThe secondary data refers to those data which were gathered for some other purpose and are already available in the firms internal records and commercial trade or government publications.This project is based on secondary data which is collected from internet and various books.

Data Collection:The required data for the study are basically secondary in nature and the data are collected from the audited reports of the Ultratech cement Limited which includes auditors report, last year profits and loss and Balance sheet and Capital structure of Ultratech cement and pattern of share capital of the company.CHAPTER 2COMPANY PROFILEUltraTech

TypePublicBSE:532538

IndustryBuilding materials

Founded1983

HeadquartersMumbai,Maharashtra,India

Key peopleO P Puranmalka, Director

ProductsCements

RevenueUS$3.7billion (201112)[1]

ProfitUS$450million (201112)[1]

ParentGrasim Industries

SloganEngineer's Choice

Websitewww.ultratechcement.com

Date of Establishment24-08 2000

Revenue3836.41 ( USD in Millions )

Market Cap807737.4600372 ( Rs. in Millions )

Corporate AddressB Wing, Ahura Centre ,2nd Floor, Mahakali Caves Road ,Andheri (East)Mumbai-400093, Maharashtrawww.ultratechcement.com / www.adityabirla.com

Management DetailsChairperson- Kumar Mangalam BirlaMD- O P PuranmalkaDirectors- Adesh Gupta, Arun Adhikari, D D Rathi, G M Dave, J P Nayak, Kumar Mangalam Birla, M Damodaran, N J Jhaveri, Nirmalya Kumar, O P Puranmalka, R C Bhargava, Rajashree Birla, Rajiv Dube, Renuka Ramnath, S B Mathur, S K Chatterjee, S Misra, S Rajgopal, Sukanya Kripalu, V T Moorthy, Y M Deosthalee

Business OperationCement & Construction Materials

BackgroundUltratech Cement was incorporated in 2000 as Larsen & Toubro. Later itwas demergedand acquired by Grasim and was renamed as Ultra Tech Cement in 2004. Today Ultatech cementa part of Aditya Birla group, is the countrys largest exporter of cement clinker. UltraTech Cement Limited has an annual capacity of 52 million tonnes. It manufactures and markets Ordinary Portland Cement, Po

FinancialsTotal Income- Rs. 206088.4 Million ( year ending Mar2014)Net Profit- Rs. 21444.7 Million ( year ending Mar2014)

Company SecretaryS K Chatterjee

Bankers

AuditorsDeloitte Haskins & Sells, GP Kapadia & Co, Deloitte Haskins & Sells, GP Kapadia & Co, Deloitte Haskins & Sells, GP Kapadia & Co, Deloitte Haskins & Sells, GP Kapadia & Co, Deloitte Haskins & Sells, GP Kapadia & Co, GP Kapadia & Co, SB Billimoria & Co, SB Billimoria & Co, GP Kapadia & Co, GP Kapadia & Co, SB Billimoria & Co, Sharp & Tannan, Sharp & Tannan, Deloitte Haskins & Sells LLP, GP Kapadia & Co.

INTRODUCTION:-UltraTech Cement Limitedis leading cement companyand the countrys largest exporter of cement clinker based inMumbai,India.It has an annual capacity of 23.1 million tonnes. It manufactures and markets Ordinary Portland Cement, Portland Blast Furnace Slag Cement and Portland Pozzalana Cement. It also manufactures ready mix concrete (RMC). The export markets span countries around the Indian Ocean, Africa, Europe and the Middle East. It is part of Grasim Group.UltraTech Cement Limited has five integrated plants, six grinding units and three terminals two in India and one in Sri Lanka.UltraTechs subsidiaries are Dakshin Cement Limited, UltraTech Cement Lanka (Pvt.) Ltd. and UltraTech Cement Middle East Investments Limited

MISSION & VISION:- Vision of the company: To be a premium global conglomerate with a clear focus on each business. To become world most big company of cement and concrete.

Mission of the company: To deliver superior value to the customers, shareholders, employees and society at large. KUMAR MANGALAM BIRLA says our goal is to become a US $65 billion group by 2015 from US $30 billion company today.we expect company to contribute significally to this growth and earnings.

HISTORY:- 2001 -Grasim acquires 10 per cent stake in L&T. Subsequently increases stake to 15.3 per cent by October 2002 -Durgapur grinding unit 2002 -Grasim increases its stake in L&T to 14.15 per cent -Arakkonam grinding unit -The Grasim Board approves an open offer for purchase of up to 20 per cent of the equity shares of Larsen & Toubro Ltd (L&T), in accordance with the provisions and guidelines issued by the Securities & Exchange Board of India (SEBI) Regulations, 1997. 2003 The board of Larsen & Toubro Ltd (L&T) decides to demerge its cement business into a separate cement company (CemCo). Grasim decides to acquire an 8.5 per cent equity stake from L&T and then make an open offer for 30 per cent of the equity of CemCo, to acquire management control of the company 2004 Completion of the implementation process to demerge the cement business of L&T and completion of open offer by Grasim, with the latter acquiring controlling stake in the newly formed company UltraTech 2006 -Narmada Cement Company Limited amalgamated with UltraTech pursuant to a Scheme of Amalgamation being approved by the Board for Industrial & Financial Reconstruction (BIFR) in terms of the provision of Sick Industrial Companies Act (Special Provisions) - Formerly known as Ultratech Cemco Limited. The Group's principal activities are to manufacture and market clinker and cement in India2009 -UltraTech to absorb Samruddhi to form India's biggest cement firm -Ultratech to be the lead sponsors of Rajasthan Royals -UltraTech to consider Grasim merger proposalCHAPTER 3 FINANCIAL STATEMENTS

Balance Sheet of UltraTech Cement------------------- in Rs. Cr. -------------------

Mar '14Mar '13Mar '12Mar '11Mar '10

12 mths12 mths12 mths12 mths12 mths

Sources Of Funds

Total Share Capital274.24274.18274.07274.04124.49

Equity Share Capital274.24274.18274.07274.04124.49

Share Application Money0.000.000.000.001.99

Preference Share Capital0.000.000.000.000.00

Reserves16,823.2714,960.6412,585.7510,392.004,482.17

Networth17,097.5115,234.8212,859.8210,666.044,608.65

Secured Loans2,389.352,147.342,012.091,531.12854.19

Unsecured Loans2,483.432,315.341,796.041,103.94750.33

Total Debt4,872.784,462.683,808.132,635.061,604.52

Total Liabilities21,970.2919,697.5016,667.9513,301.106,213.17

Mar '14Mar '13Mar '12Mar '11Mar '10

12 mths12 mths12 mths12 mths12 mths

Application Of Funds

Gross Block25,004.3121,320.1618,962.7517,899.858,078.14

Less: Revaluation Reserves0.000.000.000.000.00

Less: Accum. Depreciation9,132.478,197.807,328.576,499.603,136.46

Net Block15,871.8413,122.3611,634.1811,400.254,941.68

Capital Work in Progress2,041.633,505.371,896.63681.83259.37

Investments5,391.675,108.723,788.773,730.321,669.55

Inventories2,368.362,350.472,035.941,956.52821.70

Sundry Debtors1,281.021,017.24765.96602.29215.83

Cash and Bank Balance277.50142.66188.19144.7983.73

Total Current Assets3,926.883,510.372,990.092,703.601,121.26

Loans and Advances2,521.992,161.942,633.531,478.53374.92

Fixed Deposits0.000.000.000.000.00

Total CA, Loans & Advances6,448.875,672.315,623.624,182.131,496.18

Deferred Credit0.000.000.000.000.00

Current Liabilities6,810.766,642.065,454.516,119.951,992.60

Provisions972.961,069.20820.74573.48161.01

Total CL & Provisions7,783.727,711.266,275.256,693.432,153.61

Net Current Assets-1,334.85-2,038.95-651.63-2,511.30-657.43

Miscellaneous Expenses0.000.000.000.000.00

Total Assets21,970.2919,697.5016,667.9513,301.106,213.17

Contingent Liabilities6,257.152,599.533,645.822,558.35420.26

Book Value (Rs)623.45555.65469.22389.21370.05

Standalone Profit & Loss account------------------- in Rs. Cr. -------------------

Mar '14Mar '13Mar '12Mar '11Mar '10

12 mths12 mths12 mths12 mths12 mths

Income

Sales Turnover20,279.8020,174.9418,313.1313,312.587,729.13

Excise Duty0.000.000.000.00686.31

Net Sales20,279.8020,174.9418,313.1313,312.587,042.82

Other Income329.04305.00371.87155.45122.71

Stock Adjustments-106.98118.19-21.2661.854.59

Total Income20,501.8620,598.1318,663.7413,529.887,170.12

Expenditure

Raw Materials4,492.584,204.603,600.472,750.751,593.03

Power & Fuel Cost4,135.424,298.944,303.973,125.171,430.91

Employee Cost1,014.63968.35831.04665.16250.28

Other Manufacturing Expenses0.000.000.000.0097.42

Selling and Admin Expenses0.000.000.000.001,653.57

Miscellaneous Expenses6,712.296,145.765,408.974,167.2548.58

Preoperative Exp Capitalised0.000.000.000.00-4.02

Total Expenses16,354.9215,617.6514,144.4510,708.335,069.77

Mar '14Mar '13Mar '12Mar '11Mar '10

12 mths12 mths12 mths12 mths12 mths

Operating Profit3,817.904,675.484,147.422,666.101,977.64

PBDIT4,146.944,980.484,519.292,821.552,100.35

Interest319.17209.71223.86272.52124.11

PBDT3,827.774,770.774,295.432,549.031,976.24

Depreciation1,052.26945.37902.56765.73388.08

Other Written Off0.000.000.000.000.00

Profit Before Tax2,775.513,825.403,392.871,783.301,588.16

Extra-ordinary items0.000.000.000.000.13

PBT (Post Extra-ord Items)2,775.513,825.403,392.871,783.301,588.29

Tax631.041,169.97946.68379.07495.05

Reported Net Profit2,144.472,655.432,446.191,404.231,093.24

Total Value Addition11,862.3411,413.0510,543.987,957.583,476.74

Preference Dividend0.000.000.000.000.00

Equity Dividend246.82246.70218.82164.0974.69

Corporate Dividend Tax41.9542.0036.0027.0012.41

Per share data (annualised)

Shares in issue (lakhs)2,742.412,741.802,740.652,740.421,244.87

Earning Per Share (Rs)78.2096.8589.2651.2487.82

Equity Dividend (%)90.0090.0080.0060.0060.00

Book Value (Rs)623.45555.65469.22389.21370.05

AUDITORS REPORTINDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF ULTRATECH CEMENT LIMITEDReport on the Financial StatementsWe have audited the accompanying financial statements ofULTRATECH CEMENT LIMITED("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company's branches at Jafrabad, Magdalla and Ratnagiri.Management's Responsibility for the Financial StatementsThe Company's Management is responsible for 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 Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, 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.OpinionIn 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:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.Emphasis of MatterWe draw attention to Note 30(b) to the financial statements which, describes the uncertainty related to the penalty of Rs. 1,175.49 crores imposed by the Competition Commission of India for alleged cartelization by certain cement manufacturing companies including the Company, for which, based on a legal opinion, no provision has been made. Our opinion is not qualified in respect of this matter.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.2. As required by Section 227(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 purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.(c) The reports on the accounts of the branches at Jafrabad, Magdalla and Ratnagiri, audited by the branch auditors appointed under Section 228 of the Act, have been forwarded to us and have been properly dealt with by us in preparing this report.(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.(e) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).(f) On the basis of the written representations received from the directors as on March 31, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.ANNEXURE TO THEINDEPENDENT AUDITORS' REPORT(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date of UltraTech Cement Limited for the year ended March 31, 2014.)Having regard to the nature of the Company's business/activities/results during the year, clauses (x) regarding cash loss incurred by the Company, (xiii) regarding chit fund, nidhi/mutual benefit fund/societies and (xiv) regarding dealing or trading in shares, securities, debentures and other investments, of paragraph 4 of the Order, are not applicable to the Company.(i) In respect of its fixed assets:a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.b. The Company has a program of verification of fixed assets to cover all the assets in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.(ii) In respect of its inventories:a. As explained to us, inventories were physically verified during the year by the Management at reasonable intervals. In respect of inventories lying with third parties, confirmations have been obtained from those parties and in respect of goods in transit subsequent goods receipt have been verified or confirmations have been obtained from those parties.b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/ from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 ("the Act").(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in such internal control system.(v) To the best of our knowledge and belief and according to the information and explanations given to us, there were no contracts or arrangements, particulars of which needed to be entered in the Register maintained under Section 301 of the Act.(vi) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in terms of the provisions of Sections 58A and 58AA or any other relevant provisions of the Act.(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature its business.(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Act and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.(ix) According to the information and explanations given to us, in respect of statutory dues:(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, IncomeTax, SalesTax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Incometax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.(x) In our opinion and according to the information and explanations given to us, and based on the records of the Company, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.(xi) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by subsidiaries from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.(xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.(xiv) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on shortterm basis have, prima facie, not been used during the year for longterm investment.(xv) According to the information and explanations given to us and the records examined by us, during the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.(xvi) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures.(xvii) During the year, the Company has not raised money by public issues.(xviii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year nor have we been informed of such case by the management.

ForDELOITTE HASKINS & SELLS LLPChartered Accountants(Firm Registration No. 117366W/W100018)Rajesh K. HiranandaniPartnerMembership No.36920ForG.P. KAPADIA & CO.Chartered Accountants(Firm Registration No.104768W)Atul B. DesaiPartnerMembership No.30850Mumbai, April 23, 2014

AUDIT OF SHARE CAPITAL

Capital Structure (UltraTech Cement)

PeriodInstrumentAuthorized CapitalIssued Capital- P A I D U P -

FromTo(Rs. cr)(Rs. cr)Shares (nos)Face ValueCapital

20132014Equity Share280274.2427424138710274.24

20122013Equity Share280274.1827417991710274.18

20112012Equity Share280274.0727406530110274.07

20102011Equity Share280274.0427404166510274.04

20092010Equity Share130124.4912448707910124.49

20082009Equity Share130124.4912448587910124.49

20072008Equity Share130124.4912448587910124.49

20062007Equity Share130124.4912448587910124.49

20052006Equity Share130124.412439862110124.4

20042005Equity Share130124.412439862110124.4

20032004Equity Share130124.412439862110124.4

20022003Equity Share30302999999313

Employees Stock Options Scheme - 2013 (ESOS - 2013)Feb 2, 2015UltraTech Cement Ltd has informed BSE that The Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company has approved grant of 6,280 stock options at an exercise price of Rs. 3,122/- per stock option, exercisable Into the same number of equity shares of Rs. 10 each and 2,218 restricted stock units, at an exercise price of Rs. 10/- each exercisable into the same number of equity shares of Rs. 10/- each to eligible employees of the Company under the ?Employees Stock Option Scheme - 2013? (ESOS - 2013).

Subject to the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the terms of the ESOS - 2013, the stock options will vest in 4 equal installments after one year of the grant and restricted stock units will vest after three years from the date of grant which shall be exercisable within a period of 5 years from the date of vesting

Options on un-issued share capitalUltratech cement has a capacity of 53 mt (50 mt in India) and has a diversified presence across India. Ultratech is currently operating at 82% utilization and controls 17% market share in India. Ultratech is expanding its capacity by 20% (9.2 mt) over the next two years with expansions targeted at regions where Ultratech is capacity-constrained i.e eastern India and Maharashtra. Ultratech is also in the process of increasing its vertical integration on captive power from 80% to 100% and additionally implement 45 MW of Waste heat recovery capacity. (targeting Maharashtra) to be EPS accretive from FY15.We expect Ultratechs utilization to increase in northern and southern regions but reduce in western and central regions. Majority of the unused capacity lies in the southern region. Utilization in the north region is also expected to pick up as the demand recovers.Ultratech is expanding its Malkhed capacity in Karnataka by 4.4 mt with two grinding units one at Hotgi in Maharashtra (1.8 mt) and second at Malkhed. The grinding unit at Malkhed is already ready and the trial runs have started. We expect commercial operations to start for the clinker plant by end of FY14 .Given Ultratech is already running at 100% utilization in Maharashtra, the Karnataka expansion should provide volume growth for Ultratech. We expect Karnataka expansion to just break even for Ultratech in FY14, the given supply pressure is high in the western region.In its expansion capex, Ultratech is increasing vertical integration on captive power from 80% to 100% with 50 MW of thermal power expansion. Additionally, 45 MW of Waste heat recovery expansion should help bring down power cost for Ultratech. Saving per unit of power with thermal power will be about Rs1/unit whereas with Waste heat recovery, saving per unit should be about Rs3.5/unit. Therefore, as these power plants get commissioned over FY14, total savings on normal utilization should be about Rs1.2 bn or adds Rs32/t to consolidated EBITDA.

CHAPTER 4 FINDINGS SUGGESTION & CONCLUSIONFINDINGS AND SUGGESTIONSBased upon the time spent by me in this project, following findings and recommendations can be suggested for increasing sales and effectiveness of Ultra Tech Cement: What matters for most of the cement buyers is the price of the cement and then the quality. Ultra Tech Cement usually costs 4-5 Rs. Higher than the other counterparts. So the buyers, too much extant not interested in buying Ultra Tech cement. This extra price is the main reason behind lower sales. Therefore, Ultra Tech need to take some serious steps to reduce the selling price somehow. The second thing is that a good percentage of buyers is still unaware of the fact that Ultra Tech cement is the changed name of Birla cement. Birla cement had a very good image and it is still very popular among the customers. But people are not so much sure about Ultra Tech cement. So Ultra Tech need to take some steps to make people familiar with the Birla cement and Ultra Tech relation because this will bring the old Birla loyal customers to Ultra Tech cement. The number of retailers and sub dealers for Ultra Tech cement is very less as compared to the main competitors ACC, J.K. etc.So Ultra Tech need to be oriented in this direction. They need to increase the no. of retailers as much as possible. Although Ultra Tech has taken a right step with the retailer registration scheme to increase the no. of retailers. but this scheme needs some improvements. For ex-margin for the retailers can be increased, we can assure them some gifts also. While working, I saw that the main condition for this new scheme was that the retailer will not sell any other brand of cement. Most of the retailers refused the scheme due to this particular reason. So Ultra Tech needs to give them some relaxation in this case. Many of the Ultra Tech dealers used to shop other type of building materials along with cement, in the same shop. This should not be permitted by Ultra Tech. Because selling of these building materials is more profitable than cement, so the cement selling becomes less important for these dealers. They dont give proper attention to the company officials and also to the various schemes of increasing sales. This in turn brings reduced sales to the company Ultra Tech Cement has market image of a modern cement with very good quality. It should try to encash this image. Its mainly the younger section of people who care about quality first and then the price. So Ultra Tech needs to give proper attention to the youngsters. May be, they are not the cement buyers at present but future possibility lies with them.Ultra Tech also should have a check on the upcoming threat of imported cement from Pakistan. The import of cement from Pakistan has just started and very quickly it has become successful in the southern markets. The main reason behind this success is the lower price. The Pak cement brands like Lucky, Mapple Leaf and Elephant costs 10-15 Rs. Lesser than the local Indian brands. Ultra Tech which is already facing charges of higher price needs to be prepared for this.Some of the Ultra Tech dealers complained that they are losing the customers loyal to their shops, due to the high price of the cement provided by them. So at some point, the dealers are not satisfied with the company. This need to be taken seriously by UltraTech. Some more incentive schemes should be introduced for the dealers and also the frequency of visits from company officials need to be increased.CONCLUSIONIt has succinctly analyzed the present state of affairs at UltraTech cement and thus identified its strengths and problem areas through a variety of tools. While its raw material sourcing, financial and human resource pools are sources of competitive advantage, UltraTech has to improve in terms of fuel costs in order to beat ACC to the top position in the low margin industry. This can also be achieved by leveraging futuristic trends like branded retailing, exports and new products like ready concrete mix.According to me ULTRATECH company is really performing well. And it really has vast era to grow and become the worlds leading cement manufacturer. This company really has potential to become rally good company by its production capacity and its human resource.

BIBILOGRAPHY

https://www.google.co.in/?gfe_rd=cr&ei=xhIMVczNLKLO8geL6ID4Bw&gws_rd=ssl#q=ultratech+cement http://www.ultratechcement.com/ http://adityabirla.com/Businesses/Profile/ultratech-cement-limited http://www.moneycontrol.com/india/stockpricequote/cement-major/ultratechcement/UTC01 http://profit.ndtv.com/stock/ultratech-cement-ltd_ultracemco

28