India Cements Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2017

1.The above Financial Results have been reviewed by the Audit Committee and approved by the Board of Directors at the meetings held on 27th May 2017.

2. The Company is primarily engaged in manufacture and marketing of cement. Subsidiaries and Associate companies are mainly engaged in the business of Sugar, Power, Financial Services, Trading, Mining and Transportation, etc.

3. During the quarter, Coromandel Travels Limited (CTL), an Associate Company, has become a Subsidiary of the Company.

4. During the quarter, the Company has further invested in 15,25,000 Ordinary Shares of US$1.00 each of Coromandel Minerals Pte. Ltd., Singapore, a Foreign Subsidiary.

5. a)The Hon'ble National Company Law Tribunal , Division Bench, Chennai (NCLT), vide its Orders dated 13th April 2017 and 20th April 2017 sanctioned the Scheme of Amalgamation and Arrangement between Trinetra Cement Limited (First Transferor Company) and Trishul Concrete Products Limited (Second Transferor Company) collectively called Amalgamating Companies with the Company (Transferee Company) subject to the directions given by the Honorable High Court of Madras on 31.01.2017 in C.A. No. 617 to 621 of 2016 in C.P. No. 171 of 2015, which stipulates that one of the Amalgamating Companies viz., Trinetra Cement Limited, shall exist till the happening of certain events envisaged therein. The said Orders were filed with the Registrar of Companies-TamilNadu, Chennai, on 28.04.2017 and the Scheme became effective from 28.04.2017. Consequently the financial statements for the year include those of the amalgamating Companies. As regards the figures of the previous financial year the Standalone Statement of Assets and Liabilities is after considering the Scheme of Amalgamation. (The Auditors have drawn attention to this matter in their Report). b) The Transferor Companies carried on business and activities for the benefit of and in trust for the Transferee Company from the "Appointed date". Thus the profit or income accruing or arising to the Transferor Companies or expenditure or loss arising or incurred from the appointed date are treated as profit or income or expenditure or loss as the case may be of the Transferee Company and the net impact upto the end of the previous financial year has been adjusted in the opening reserves. c) The Company has fixed June 9, 2017 as "Record Date" for determining the Shareholders of the Amalgamating Companies entitled to receive equity shares of the Company.

6. As recommended by the Compensation Committee, the Board of Directors has granted, as on 01.04.2017, 18.35 lakhs options to eligible employees under Employees Stock Option Scheme, 2016 (Scheme). The options granted under the Scheme will vest with the employees on 01.04.2018 and the vested options shall be exercised within one year from the date of vesting. On exercise of each option, one equity share of Rs.10/- each fully paid-up will be allotted at a price of Rs.50/- per share, including a premium of Rs.40/- per share.

7. The Authorities had issued a provisional attachment order under the Prevention of Money Laundering Act, 2002 (PMLA) attaching certain assets of the Company for an aggregate value of Rs.120.34 Crores. The Adjudicating Authority specified under PMLA had confirmed the said Provisional Attachment Order. The Company, based on legal opinion, has appealed against the said Order to the Appellate Authority. (The Auditors have drawn attention to this matter in their Report).

8. The Competition Commission imposed a penalty of Rs.187.48 Crores on the Company (as well as other companies) based on a Complaint filed by the Builders Association of India alleging cartelization and abuse of dominance. The Competition Appellate Tribunal allowed the appeal by the Company and remanded the same to Competition Commission for a fresh enquiry. The Competition Commission which heard the matter afresh on remand imposed a penalty of Rs.187.48 crores by its Order dated 31.08.2016. Based on legal advise, the Company filed an appeal before the Competition Appellate Tribunal, New Delhi. The Company has deposited Rs.18.75 crore, based on the interim Order passed by the Tribunal as a condition precedent for grant of stay of penalty imposed, the said payment has been grouped under Advances. In view of the appeal and based on expert opinion, no provision has been made in the above Financial Statements. (The Auditors have drawn attention to this matter in their Report).

9. The Power Distribution Companies (DISCOMs) in Andhra Pradesh and Telangana had raised claims of duty @ps.25 per unit of power generated by the Company for captive consumption for the period 2003 to 2013, aggregating to Rs.1521 lakhs. The Company has challenged the claim and the case is pending before the Supreme Court. In view of the pendency of the appeal and based on legal opinion no provision has been made in the above Financial Statements. The Company has paid a sum of Rs.902 lakhs against the said demand and the same has been grouped under Advances.

10. As per Ministry of Corporate Affairs (MCA) notification dated 16.02.2015, the Indian Accounting Standards (IndAS) are mandatory for the Company for the Financial year commencing 01.04.2016. Accordingly the Company has adopted IndAS from 01.04.2016 and the financial statements for the year ended 31.03.2017 is prepared in accordance with the principles laid down in the said IndAS. The financial result for the corresponding year ended 31st March 2016 is restated under IndAS.

11. Reconciliation of financial results between old Indian GAAP and Ind AS.: Rs. in Crores; 3 Months ended : Year ended Audited: Particulars : 31-Mar-17: 31-Dec-16: 31-Mar-16: 31-Mar-17: 31-Mar-16: Net Profit as per old Indian GAAP for the quarter - 30.66: 32.41; 51.22; 175.34; 137.81; Less: IndAS adjustments on account of translation of long term foreign currency borrowing & Depreciation - 1.85; 1.85; 0.73; 7.46; 7.86; Net Profit as per Ind AS - 28.81; 30.56; 50.49; 167.88; 129.95;12.

12. Reconciliation of Equity: Rs. in Crores: Total Equity as per I GAAP as at April 1, 2015 - 3593.09; Less : Loss of the Amalgamating Companies for the period 1-1-2014 to 31-03-2015 - 46.87 ; Sub Total - 3546.22; Increase in Reserves on account of transition to IndAS - 1760.47 ; Less : Goodwill arising on Merger - 453.29; 1307.18; Share Capital Suspense - 0.97 (Capital to be issued to Shareholders of Amalgamating Companies) ; Equity As at April 1, 2015 - 4854.37;

13. As per SEBI's circular dated 20th Sept 2016, Excise duty is included in income from operation.

14. The previous periods’ figures have been regrouped to conform to current periods’ required classification.

15. The Board of Directors has recommended a dividend of Re.1/- per share for the year ended 31.03.2017 (previous year : Re.1/- per share). Upon approval by the shareholders at the ensuing Annual General Meeting, the dividend for the year ended Mar 31, 2017, will be met out of surplus in Statement of Profit & Loss in the Balance Sheet.

16. The figures for the quarter ended 31.03.2017 and 31.03.2016 are the balancing figures between audited figures in respect of the full financial year and year to date figures upto the third quarter of the relevant financial year.