Company Name: Ultratech Cements Limited

Entity Type: Public Limited

Guiding Statutory Framework:

-The Companies Act, 2013
-Securities and Exchange Board of India (SEBI)
-Standard Listing Agreement of Stock Exchanges.
-Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI)

Corporate Governance Compliance:

Category Compliance Description
The company should seek to protect and facilitate the exercise of
shareholders’ rights.
The company should provide adequate and timely
information to shareholders.
The Rights of
Shareholders The company should ensure equitable treatment of all
shareholders, including minority and foreign shareholders.
The company should ensure timely and accurate disclosure on
all material matters including the financial situation,
performance, ownership, and governance of the company.
The Board of Directors of the company shall have an optimum
combination of executive and non-executive directors with at least
one woman director and not less than fifty percent of the Board of
Directors comprising non-executive directors

Where the Chairman of the Board is a non-executive director,

at least one-third of the Board should comprise independent
directors and in case the company does not have a regular
nonexecutive Chairman, at least half of the Board should
comprise independent directors.
The company shall issue a formal letter of appointment to
independent directors
The independent directors of the company shall hold atleast one
meeting in a year, without the attendance of non-independent
directors and members of management
All fees / compensation, if any paid to non-executive directors,
including independent directors, shall be fixed by the Board of
Board of Directors Directors and shall require previous approval of shareholders in
general meeting.
The Board shall meet at least four times a year, with a
maximum time gap of one hundred and twenty days between
any two meetings
The Board shall periodically review compliance reports of all laws
applicable to the company.

An independent director who resigns or is removed from the Board of

the Company shall be replaced by a new independent director at the
earliest but not later than the immediate next Board meeting or
three months from the date of such vacancy, whichever is later.
 The company shall establish a vigil mechanism for directors and
employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the company’s code of conduct or
ethics policy.
The audit committee shall have minimum three directors as
members. Two-thirds of the members of audit committee shall be
independent directors
The Chairman of the Audit Committee shall be an
independent director
Audit Committee
The Chairman of the Audit Committee shall be present at Annual
General Meeting to answer shareholder queries

The Audit Committee should meet at least four times in a year and
not more than four months shall elapse between two meetings.

The company through its Board of Directors shall constitute

the nomination and remuneration committee which shall comprise
at least three directors, all of whom shall be non-executive
Nomination and directors and at least half shall be independent. Chairman of
Remuneration the committee shall be an independent director.
Committee
The Chairman of the nomination and remuneration committee
could be present at the Annual General Meeting, to answer
the shareholders' queries.
The Board shall be responsible for framing, implementing and
monitoring the risk management plan for the company.
The company through its Board of Directors shall constitute a
Risk Management Risk Management Committee.
The majority of Committee shall consist of members of the Board
of Directors.
The company shall formulate a policy on materiality of Related
Party Transactions and also on dealing with Related Party
Transactions
All Related Party Transactions shall require prior approval of the
Audit Committee.
Related Party Audit Committee shall review, atleast on a quarterly basis, the
Transactions details of RPTs entered into by the company pursuant to each
of the omnibus approval given

All material Related Party Transactions shall require approval

of the shareholders through special resolution and the related
parties shall abstain from voting on such resolutions.

Details of all material transactions with related parties shall be

disclosed quarterly along with the compliance report on corporate
governance.
All pecuniary relationship or transactions of the non-executive
director’s vis-à-vis the company shall be disclosed in the Annual
Report.
As part of the directors’ report or as an addition thereto, a
Management Discussion and Analysis report should form part of
the Annual Report to the shareholders.

Statutory Disclosures
 Senior management shall make disclosures to the board relating
Statutory Disclosures to all material financial and commercial transactions, where they
have personal interest, that may have a potential conflict with the
interest of the company at large
In case of the appointment of a new director or re-
appointment of a director the shareholders must be provided
with basic information on the director.
Quarterly results and presentations made by the company to analysts
shall be put on company’s web-site

To expedite the process of share transfers, the Board of the

company shall delegate the power of share transfer to an officer or a
committee or to the registrar and share transfer agents.

The CEO or the Managing Director or manager or in their

absence, a Whole Time Director appointed in terms of
CEO/CFO Certification Companies Act, 2013 and the CFO shall certify to the Board that:
They have reviewed financial statements and the cash flow
statement for the year and that to the best of their knowledge
and belief

There shall be a separate section on Corporate Governance in the

Report on Corporate Annual Reports of company, with a detailed compliance
Governance report on Corporate Governance.

The company shall obtain a certificate from either the auditors or

practicing company secretaries regarding compliance of conditions
Compliance of corporate governance as stipulated in this clause and annex
the certificate with the directors’ report
Compliance at Ultratech (based on Annual Compliance Verdict
Report)

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