ACC Ltd — AGM Information 2019

Feb 25, 2019

Secretarial Division

Aec

ACC Limited Registered Office Cement House 121. Maharshi Karve Road Mumbai 400 020, India

CIN: L26940MH1936PLC00251S

February 25, 2019

Phone +91 22 3302 4321 fax +91 22 663] 74S8 www acclimated.com

General Manager - Department of Corporate Services BSE Limited Pheroze Jeejeebhoy Towers Dalai Street Mum ba i 400 001 Scrip Code: 500410

Dear Sir

Re Notice of the 83'd AnnuaIGeneral Meeting

We are enclosing the Notice of the 83rd Annual General Meeting of the Company to be held on Friday, March 22, 2019 at 3.00 p.m. at Pama Thadani Auditorium, Jai Hind College, "A" Road. Churchgate, Mumbai400 020.

The AnnuaIReport for the FinanciaIYear ended December 31, 2018 along with the Notice of the Annual General Meeting is being despatched to the Members both physically and through soft copies and willalso be uploaded on the website of the Company.

Thanking you,

Yours faithfully, For ACC Limited

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Ramaswami Kalidas Company Secretary & Head Compliance FCS 2440

CIN: L26940MH1936PLC00251 5

ACC Limited

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Registered Office: Cement House. 1 21, MaharshiKarve Road. Mumbai400 020 Tel: +91 22 33024321 website: www.acclimated.com Email; ACC-lnvestorSupport@acclimited.com

NOTICE

NOTICE IS HEREBY GIVEN THAT THE EIGHTY THIRD

ANNUAL GENERAL MEETING OF ACC LIMITED (CIN:L26940MH1936PLC0025]5) shall be held at Pama Thadani Auditorium. Jai Hind College, 'A Road, Churchgate, Mumbai 400020 on Friday, March 22, 2019 at 3.00 p.m. to transact the following items of business:

ORDINARYBUSINESS

To considerand adopt:

  - the Audited Standalone Financial Statement of the Company for the Financial Year ended December 31, 2018, together with the Reports of the Board of Directors and the Statutory Auditors thereon; and

  - the Audited Consolidated Financial Statement of the Company for the Financial Year ended December 31, 2018, together with the Report of the Statutory Auditors thereon.

1. To declare Dividend on equity shares for the FinanciaIYear ended December 31, 2018.

2. To appoint a Director in place of Mr Narotam S Sekhsaria. (DIN: 00276351), a Non Executive/Non Independent Director, who retires I)y rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr Christof Hassig, (DIN: 01680305), a Non Executive/Non Independent Director, who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

Re-appointment of Mr Shailesh Haribhakti as an Independent Director

To consider and if thought fit, to pass the following Resolution as a SpeciaIResolution:

"RESOLVED THAT pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 (the Act), The Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modihcations or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (SEBI Listing Regulations), Mr Shailesh Haribhakti(DIN:00007347), whose present term of ofhce as an Independent Director expires on July 23, 2019, who has given his consent for the re-appointment and has submitted a declaration that he meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, in respect of whom Notice has been received from a Member under Section 1 60 of the Act proposing his re-appointment as Director and whose re-appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from July 24. 201 9:

Re-appointment of Mr Sushil Kumar Roongta as an Independent Director

To considerand if thought fit. to pass the following Resolution as a Special Resolution:

'RESOLVED THAT pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 jthe Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), Mr Sushil Kumar Roongta (DIN:00309302), whose term of office as Independent Director expires on July 23, 2019, who has given his consent for the appointment and has submitted a declaration that he meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, in respect of whom Notice has been received from a Member of the Company

proposing his re-appointment as Director and whose re-appointment as Independent Director has been recommended by the Nomination and Remuneration Committee and by the Board of Directors, be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from July 24, 201 9J '

7. Re-appointment of Ms Falguni Nayar as an Independent Director

To considerand if thought fit, to pass the following Resolution as a SpeciaIResolution:

RESOLVED THAT pursuant to the provisions of Sections 149(10) and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 (the Act), The Companies (Appointment and Qualification af Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regu[at[ons, 20] 5, as amended (SEBI Listing Regulations), Ms Falguni Nayar (DIN:00003633), whose present term of ofbce as an Independent Director expires on April 23, 2019, who has given her consent for the re-appointment and has submitted a declaration that she meets the criteria for independence under Section 149 of the Act and the SEBI Listing Regulations and is eligible for re-appointment, in respect of whom Notice has been received from a Member under Section 160 of the Act, proposing her re-appointment as Director and whose re-appointment has been recommended bythe Nomination and Remuneration Committee and by the Board of Directors, be and is hereby re-appointed as an Independent Director of the Company, for a second term of five consecutive years with effect from April 24, 201 9.'

8 Appointment of Mr Damodarannair Sundaram as an Independent Director

To consider and if thought fit. to pass the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if

any, of the Companies Act, 2013 as amended by the Companies (Amendment) Act. 2017 (the Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) Mr Damodarannair Sundaram(DIN:00016304), who has given his consent for appointment as an Independent Director of the Company and has also submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and the SEBI Listing Regulations, and who is eligible for appointment, in respect of whom the Company has received a notice in writing from a Member under Section 1 60 of the Act. signifying the intention to propose his candidature for the ofhce of Director. and whose appointment has been recommended by the Nomination & Remuneration Committee and by the Board of Directors for consideration by the Members be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five consecutive years with effect from the conclusion of this Annual General Meeting or adjournment, if any, thereof."

Appointment of Mr Vinayak Chatterjee as an Independent Director

To considerand if thought fit. to pass the following Resolution as an Ordinary Resolution:

'RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies(Amendment) Act, 2017(the Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), Mr Vinayak Chatterjee (DIN:00008933), who has given his consent for appointment as an Independent Director of the Company and has also submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and the SEBI Listing

1 1

Regulations, and who is eligible for appointment. in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, signifying the intention ta propose his candidature for the ofhce of Director. and whose appointment has been recommended by the Nomination & Remuneration Committee and by the Board of Directors for consideration by the Members be and is hereby appointed as an Independent Director of the Company, to hold ofhce fot a term of five consecutive years with effect from the conclusion of this Annual General Meeting or adjournment, if any, thereof:'

10 Appointment of Mr Sunil Mehta as an Independent Director

To considerand if thought fit. to pass the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended by the Companies(Amendment) Act, 2017(the Act), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modihcations or re-enactment(s) thereof for the time being in force), the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) Mr Sunil Mehta (DIN:00065343), who has given his consent for appointment as an Independent Director of the Company and has also submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and the SEBI Listing Regulations, and who is eligible for appointment, in respect of whom the Company has received a notice in writing from a Member under Section 1 60 of the Act, signifying the intention to propose his candidature for the ofhce of Director. and whose appointment has been recommended by the Nomination & Remuneration Committee and by the Board of Directors for consideration by the Members be and is hereby appointed as an Independent Director of the Company, to hold ofhce for a term of five consecutive years with effect from the conclusion of this AnnuaIGeneral Meeting or adjournment, if any, thereofr '

Ratification of Remuneration to Cost Auditor

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

'RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration payable to M/s D C Dave & Co., Cost Accountants (Firm Registration No. 000611), who have been appointed by the Board of Directors as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending December 31, 2019, on a remuneration of ?12.00 lakhs (Rupees Twelve Lakhs only) plus taxes as applicable and re-imbursement of outof-pocket expenses Incurred in connection with the audit, be and is hereby ratified!'

'RESOLVED FURTHER THAI ' the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be considered necessary, proper or expedient to give effect to this Resolutions

Notes

• a The Company's Statutory Auditors, M/s Deloitte Haskins & Sells LLF3 were appointed as Statutory Auditors of the Company for a period of hve consecutive years at the Annual General Meeting of the Members held on March 29, 201 7 on a remuneration to be determined by the Board of Directors. Their appointment was subject to ratification by the Members at every subsequent Annual General Meeting held after the AGM held on March 29, 201 7.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies(Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratihcation of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute

In view of the above, ratification of the Members for continuance of their appointment at this Annual General Meeting is not being sought. The Statutory Auditors have given a conformation to the effect that they are eligible to continue with

their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shallbe determined by the Board of Directors based on the recommendation of the Audit Committee.

• b. The respective Explanatory Statement, pursuant to Section 102 of the Companies Act. 20]3, in respect of the business under Item Nos.5 to 1 1 of the accompanying Notice is annexed hereto.

• c. A statement giving additional details of the Directors seeking appointment/re-appointment as set out at Item Nos. 5 to 10 is annexed herewith as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, as amended.

• d A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

In order that the appointment of a proxy is effective, the instrument appointing a proxy must be received at the Registered Of:hce of the Company not later than forty-eight hours before the commencement of the Meeting i.e. by 3.00 p.m. on March 20, 2019.

• e A person can act as a proxy on behalf of Members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the totalshare capitalof the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other Member.

• £ Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with the specimen signature(s) of their representative(s) who are authorized to attend and vote on their behalf at the Meeting.

Members, Proxies an d Authorized Representatives are requested to bring to the Meeting, the attendance slips enclosed herewith duly completed and signed mentioning therein details of their DPID and Client ID/Folio No.

• g

• h In case ofjoint holders attending the Meeting, the joint holder who is highest in the order of names willbe entitled to vote at the Meeting.

i .

Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company's Registered Office on all working days, during the office hours except Saturdays, Sundays and all public holidays up to the date of the Meeting.

j. The Register of Members and Share Transfer Books of the Company shall remain closed from Thursday, March 7, 2019 to Tuesday, March 12, 201 9, both days inclusive, for payment of dividend, if declared, at the Meeting.

If a dividend is declared at the Annual General Meeting, the payment thereof shall be made to those Members of the Company whose names appea rin the Register ofMembers of the Company on Tuesday. March 12. 2019. The dividend in respect of shares held in dematerialized form in the Depository System will be paid to the beneficial owners of shares as on Wednesday, March 6, 2019, as per the list provided by the Depositories for this purpose. The dividend will be payable on and from Thursday, March 28. 2019.

• k

The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, accordingly, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, the unclaimed final dividend for the financial year ended December 31, 2010 and interim dividend for the financial year ended December 31, 201 1, to the Investor Education and Protection Fund (IEPF) established by the CentraIGovernment.

• m

Further, in terms of Section 124(6) of the Companies Act, 2013 read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereto and notifications issued by the Ministry of Corporate Affairs from time to time, the Company has transferred during the year, the required number of shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account.

Pursuant to the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. the Company has placed on its website www.acclimited.com. the information on dividends which remain with the Company as unclaimed as on June 13. 2018, i.e. the date of the last AnnuaIGeneral Meeting. The information is also available on the website of the Ministry of Corporate Affairs (www.mca.aov.in).

• n Members holding shares in their single names are advised to make a nomination in respect of their shareholding in the Company. Members holding shares in physicalform should file their nomination with the Company whilst those Members holding shares in demat mode should file their nomination with their Depository Participant. The nomination form can be downloaded from the Company's website www.acclimited.com.

• DEBI, vide its Circular No. SEBI/LAD-NRO/ GN/2018/24 dated June 8, 2018, amended Regulation 40 of SEBI Listing Regulations pursuant to which after December 5, 2018 transfer of securities could not be processed unless the securities are held in the dematerialized form with a depository.The said deadline has been extended by SEBlto March 31, 2019.

Members holding shares in physical form are requested to dematerialize their holdings at the earliest as it wlllnot be possible to transfer shares held in physical mode as per extension of the deadline announced by SEBI.

General Information on voting through electronic means/Ballot:

• In compliance with the provisions of Section t08 of the Companies Act, 2013 read with

Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and sub c]auses (]) & (2) of Clause 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company is offering e-voting facilities to its Members in respect of the business to be transacted at the 83'd Annual General Meeting. The Company has engaged the services of National Securities Depository Limited (NSDL) as the authorized agency to provide the e-voting facility. It is clarified that it is not mandatory for a Member to vote using remote e-voting facility. In order to facilitate those Members, who do not wish to use the remote e-voting facility, the Company is enclosing a Ballot Form. Resolutions passed by Members through remote e-voting or ballot forms are deemed to have been passed as if they have been passed at the Annual General Meeting (AGM) of the Company.

• I I .

• The facility for e-voting shall also be made available at the venue of the AGM for those Members who have not cast their votes earlier.

• I I I

Members who have cast their votes by remote e-voting or by Ballot Form prior to the AGM may also attend the Meeting but they shall not be entitled to cast their votes again.

• lv. M/s Pramod S Shah, Managing Partner or in his absence Mr Saurabh Shah, Corporate Advisor of M/s Pramod S Shah & Associates, Practicing Compa ny Secretaries, have been appointed as the Scrutinizer for overseeing the physicalvoting and remote e-voting process in a fair and transparent ma nne r.

• v. The Scrutinizer shall submit his report to the Chairman. The results declared along with the report of the Scrutinizer will be placed on the website of the Company www.acclimited.com and on the website of NSDL www.evoting:nsdJ:fein within two days of passing the resolutions at the AGM. The results will also be uploaded on the BSE Listing Portal and on the NSE-NEAPS Portal

• Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the AnnuaIGeneraIMeeting i.e. March 22. 201 9.

• VI

Procedure for e-Voting as prescribed by NSDL:

For Members whose e-mailaddresses are registered with the Company/Depositories:

Open the e-mail received from NSDL and follow instructions mentioned therein to cast your vote.

For Members whose e-mail addresses are not registered with the Company/Depositories:

Members will receive a Ballot Form along with the Annual Report. They have two options:

• To opt for voting by PhysicaIBallot:Those Members who choose to cast their votes by a physicalballot or who do not have access to e-Voting facility, should fill in the Ballot Form and post the same to the Company at the address mentioned in the enclosed Business Reply Envelope.

OR

• I I . To opt for remote e-voting: Follow the steps mentioned hereinbelow, to cast your votes.

How to vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of"Two Steps"which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https;//www.evotina.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Step 1 : How to Log-in to NSDL e-Voting website?

• l Visit the e-Voting website of NSDL. Open web browser by typing the following URL: httos://www.evotina.nsdl.com/ either on a PersonalComputer or on a mobile.

• Once the home page of e-Voting system is launched, click on the icon "Login" which is available under "Shareholders" section.

• 3 A new screen willopen. You willhave to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.coH/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast yourvote electronically.

1. Your User ID details are given below

Manner of holding Your User ID shares i.e. Demat (NSDL or CDSL) or Physical For Members who 8 character DPID followed by 8 hold shares in demat DigitClientID account with NSDL For example if your DPID is IN300+ and Client ID is 12"':';'f+ then your user ID is IN300"';+1 2+':+#+'; For Members who 1 6 Digit Benehciary ID hold shares in demat Foi example if your Beneficiary account with CDSL ID is 1 2'-"#';#+':';"';+#+ then your user ID is 1 2';*w++++#+;'+jt+ EVEN Number followed by I folio Number registered with I llb:=3 .:il:i"ithe Company I For example, if folio number I is A00005 and EVEN is 1 1 0406 1 then user ID is 1 1 0406A00005

• 5 Your password details are given below

• a. If you are already registered for e-voting, then you can use your existing password to log-in and castyourvote.

• b. If you are using NSDL e-Voting system for the first time. you will need to retrieve the 'initialpassword"which was communicated to you. Once you retrieve your "initial password" you need to enter the "initial password" and the system will force you to change your password.

• C How to retrieve your "initialpassword"?

  • If your email ID is registered in your demat account or with the Company, your "initial password" is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a.pdf hle. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID" and your "initial password ':

• i i If your emailID is not registered, your "initial password" is communicated to you through post atyourregistered address.

• 6 If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

• a. Click on "Forgot User Details/Password?" jif you are holding shares in your demat account with NSDL or CDSL), option is available on www.evotina.nsdl.com.

• b. Click on "Physical User Reset Password?" (if you are holding shares in physical mode), option is available on www.evoting,nsdl.com.

• c. If you are still unable to get the password by the aforesaid two options, you can send a request at eyQting@nsdl:fQ:b mentioning your demat account number/folio number. PAN, name and registered address.

• After entering your password, tick on Agree to 'Terms and conditions" be selecting on the check box.

• Now, you will have to click on "Login"button.

• After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1 . After successfu l og-in at step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

• After clicking on Active voting Cycles, you will be able to see allthe companies "EVEN"in which you are holding shares and whose voting cycle is in active status.

• Select "EVEN" of the Company.

• Now you are ready for e-Voting as the Voting page opens.

• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

• Upon conformation, the message "Vote cast successfully" willbe displayed.

• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• Once you confirm your vote on the resolution. you wilmot be allowed to modify your vote.

GeneraIGuidelines for shareholders

• l Institutional shareholders (i.e. other than individuals, HUF. NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinfzer by e-mail to with a copy

• marked to evoting@nsdl.co.in

• 2

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or 'Physical User Reset Password?" option available on www.evotina.nsdl.com to rese t he password

In case of any queries, you may refer to the frequently Asked Questions (FAQS) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evotina.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evotina@nsdl.co.in

Members may also send their queries relating to e-Voting to Ms Pallavi Mhatre of NSDL at E-mail id: evatina@nsdl.co.in or call Toll free No.: 1800222-990/Tel. No.: 022-2499 4545.

Additional Information

Members are requested to update their mobile numbers and email IDs in the user profile details of the folio, which may be used by the Company for sending future communication(s) to them.

1. Any person, who acquires shares of the Company and becomes a Member of the Company after despatch of the Notice, holds shares as of the cut-off date i.e. March 15, 2019. may obtain the login ID and password by sending a request at evotinq@nsdl.co.in. However. if the Member is already registered with NSDL for remote e-voting,

then he/she can use his/her existing User-ID and password for casting the vote.

Other Instructions

• The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date i.e. March 15, 2019.

• i i Only those Members whose names are recorded in the Register of Members of the Company or in the register of Beneficial Owners tnaintained by the Depositories as on the cut-off date shall be entitled to vote. If a person was a Member on the dates of the Book Closure (Thursday, March 7, 2019 to Tuesday, March 12, 2019, both days inclusive) but has ceased to be a Member on the cut-off date i.e. Friday, March 15, 2019. he/she will not be entitled to vote. Such person should treat this Notice for information purposes only.

• i i The e-voting period commences on Monday, March 18, 2019 (9.00 a.m. IST) and ends on Thu rsday, March 21, 2019(5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form as on Friday, March 15, 201 9, may cast their votes by remote e-Voting. The remote e-Voting module will be disabled by NSDL for voting thereafter.

• lv. Members who opt to cast their votes by physical ballot may send the duly completed Ballot Form (enclosed with the Annual Report) to the Scrutinizer in the enclosed postage pre-paid self addressed envelope. Ballot Forms deposited in person ar sent by post or courier at the expense of the Member willalso be accepted.

Members have the option to request for duplicate copy of the Ballot Form by sending an e-mail to suiata.chitre@acclimited.com by mentioning their Folio No./DP ID and Client ID No.

Members may kindly note that the duly completed Ballot Forms should reach the Scrutinized not later than Sunday, March 17, 2019 (5.00 p.m. IST).

Ballot Forms received after this date will be treated as invalid.

• v. A Member can opt for only one mode of voting i.e. either through e-Voting or by Ballot. If a Member casts vote by both modes, then voting done through e-Voting shallprevailand Ballot shallbe treated asinvalid.

The Scrutinizer shall, within a period not exceeding two working days from the conclusion of the e-Voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Report of the votes cast in favour or against, if any, forthwith to the Chairman or such person authorized by him in this behalf.

By Order of the Board of Directors. For ACC Limited

Ramaswami Kalidas Company Secretary & Head Compliance FCS No.: F-2440

Mumbai

february 5,2019

Registered Ofhce: Cement House 1 21 . Maharshi Karve Road Mumbai 400 020

EXPLANATORY STATEMENT IN RESPECT OF ITEMS OF SPECIAL BUSINESS

The following Explanatory Statement, as required under Section 102 of the Companies Act, 2013 (Act), sets out all the material facts relating to the business proposed to be transacted under Item Nos. 5 to 1 1 of the accompanying Notice dated February 5, 2019.

which their present appointments with the Company expire. During their tenure of appointment. they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors conforming that they meet the criteria of independence as prescribed under sub-section 6 of Section 149 of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (SEBI Listing Regulations) in the opiniota of the Board, they fulhll the conditions for re-appointment as Independent Directors and they are independentof theManagement.

Item Nos. 5, 6 and 7: As per the provisions of Sections 149, 152 & Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder as amended. the Company had appointed Mr Shailesh Haribhakti. Mr Sushil Kumar Roongta and Ms Falguni Nayar as Independent Directors as per the requirements of the Companies Act. 2013 at the Extraordinary General Meeting held on September 10, 2014 for a term of five consecutive years. Both Mr Haribhakti's and Mr Sushil Kumar Roongta's appointments were effective from July 24, 2014. Ms Falguni Nayar's appointment was effective from April 24, 2014.

The brief profile of all the Directors is mentioned under Profile of Directors" forming part of this Notice and details of the remuneration paid/payable to them are as provided in the Corporate Governance Report forming partof theannual reportfortheyear2018.

As the above named Independent Directors shall be completing their first term of appointmerlt upon completion of five years from the respective dates of their appointment during the current year. they are eligible for re-appointment for another term of hve consecutive years subject to approval of the Members

The Company has also received notices from a Member under Section 160 of the Companies Act, 2013 (the Act) proposing their re-appointment as Directors.

by Special Resolution. All the above named persons A copy of the draft letter for re-appointment of the have consented totheir re-appointment and confirmed Independent Directors setting out the terms and that they do not suffer from any disqualifications conditions of their re-appointment is available for which stand in the way of their re-appointment as inspection I)y the Members at the Registered Once of Independent Directors. the Company during the of6ce hours on all working

of the Independent Directors setting out the terms and inspection I)y the Members at the Registered Once of the Company during the of6ce hours on all working days other than on Saturdays and Sundays till the date of theAnnual General Meeting.

The performance evaluation of the Independent Directors was conducted by the entire Board of Directors (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board's functioning viz. adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Board recommendsthe Resolutionsassetoutin Item Nos. 5, 6 and 7 of the Notice for approval of the Members

Noneof the DirectorsorKeyManagerialPersonnelof the Company and their relatives other than the concerned Independent Directors are in anyway deemed to be concerned or interested. financially or otherwise, in the Resolutions as set out in Item Nos. 5, 6 and 7 of the Notice0

Accordingly, based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on February4.2019and February5,2019, respectivelyhave recommended the re-appointment of the aforesaid persons as Independent Directors for a second term of five consecutive years commencing from the dates on

Item Nos. 8. 9 and 10: Mr Farrokh Kavarana and Mr Ashwin Dani were appointed as Independent Directors of the Company from July 24, 2014, while Mr Arunkumar Gandhi was appointed with effect from April 24, 2014 for a period of five consecutive years commencing from the respective dates of their appointment.

The Company's Succession Policy as applicable to the Directors provides that a person shall not be eligible for appointment as a Director upon reaching the age of seventyfive years.

The above named Directors have completed/will complete seventy five years before the date of the Annual General Meeting and have expressed their inability to continue as Directors from the conclusion of this Annual General Meeting.

In view of the above, it is proposed to appoint Mr Damodarannair Sundaram, Mr Vinayak Chatterjee and Mr Sunil Mehta as Independent Directors with effect from the conclusion of the Annual General Meeting for a period of hve consecutive years subject to their appointment being approved by the Members.

The brief profile of allthe Directors is mentioned under Profile of Directors" forming part of this Notice.

Mr Damodarannair Sundaram, Mr Vinayak Chatterjee and Mr Sunil Mehta have given their consent for the appointment as Independent Directors as well as their confirmation with regard to their independent status. Allthe above named persons have confirmed that they are not in any way disqualified from being appointed as Directors. The Company has received notices from a Member under Section 160 of the Act proposing their candidature for appointment as Directors. The Nomination and Remuneration Committee as also the Board of Directors have recommended their appointment. In the opinion of the Board. the persons proposed to be appointed fulfilthe conditions specified in the Act and in the DEBI Listing Regulations and are independent of the Management.

During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

A copy of the d raft letter of appointment oflndependent Directors setting out the terms and conditions of appointment is available for inspection by the Members at the Registered Ofhce of the Company during offce hours on all working days other than on Saturdays and Sundays tillthe date of the AnnuaIGeneraIMeeting.

The Board recommends the Resolutions as set out in Item Nos. 8, 9 and 1 0 of the Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives other than the persons proposed to be appointed are in anyway deemed to be

concerned or interested financially or otherwise in the Resolutions as set out in Item Nos. 8, 9 and 10 of the Notice.

Item No. 11: The Company is required to have its costs records audited by a Cost Accountant in practice. Accordingly, the Board of Directors of the Company on the recommendation of the Audit Committee. has approved the appointment of Messrs D C Dave & Co., Cost Accountants, (Firm Registration Number 000611), as Cost Auditors of the Company for conducting the audit af the cost records of the Company for the Financial Year ending December 31, 2019 at a remuneration of ?12.00 lakhs plus applicable taxes and re-imbursement of outof-pocket expenses incurred by the Cost Auditors in connection with the aforesaid audit.

Pursuant to Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration proposed to be paid to the Cost Auditors.

Accordingly, consent of the Members is sought for passing the Ordinary Resolution as set out at Item No. 1l of the Notice for ratification of the remuneration payable to the Cost Auditors.

The Board of Directors commends the Ordinary Resolution set out at Item No.1 I of the accompanying Notice for approval by the Members.

None of the Directors, Key Management Personnelof the Company and their relatives, are in any way concerned or interested, financially or otherwise, in the Resolution.

By Order of the Board of Directors. for ACC Limited

Ramaswami Kalidas Company Secretary & Head Compliance FCS No.: F-2440

Mumbai February 5,2019

Registered Ofhce: Cement House 1 21 , Maharshi Karve Road Mumbai 400 020

Profile of Directors

Details of Directors proposed to be appointed/re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 under Secretarial Standard-2.

Name of the Mr Narotam S Sekhsaria Mr Christof Hassig Director (Non Executive/ (Non Executive/ NonlndependentDirector) NonlndependentDirector) Director 00276351 01680305 Identification Number Date of Birth 21.09.1949 25.04.1958 Nglionality Indian Swiss Qualification Bachelor of ChemicaIEngineering from Bombay Masters in Banking, Advanced University Management Programme from Harvard BusinessSchool Date of 27.12.1999 09.12.2015 Appointment on Board Shareholdlngin NIL NIL ACC BriefProfile ofthe Mr Sekhsaria is a doren Directors Industry and one of the most respected business I Corporate Strategy and Mergers personalities in India. He has introduced new I & Acquisitions functions in standards in management, marketing, efficiency I LafargeHolcim, reporting directly to and corporate social responsibility to an industry I the Chief Executive Officer. which he has helped transform. I Before joining the former Holcim Afirstgenerationindustrialist,MrSekhsariaobtained I Limited in 1999, Mr Hassig worked his Bachelors Degree in Chemical Engineering with I for twenty five years at UBS in honours and distinction from the University of I different functions, including as Bombay. I Global Relationship Manager and He is the Principal Founder-Promoter and current I Investment Banker for multinational Chairman of Ambuja Cements Limited. I corporates in switzerland and othercountries Mr Sekhsaria was invited to join the ACC Board I Withintheformer Holcim Limited.he in 1999 and was appointed Deputy Chairman in I was reporting directly to the Chief January, 2000. He is the Chairman of the Company I Financial Of:acer with many direct since the year 2006. I links to all other Executive Directors Mr Sekhsaria built Ambuja Cements Limited, setting jincluding Chief Executive Ofhcer. up benchmarks for the Indian Cement Industry I For the past fifteen years, he has which had not been attained before. His acumen I built and led the Department of as an entrepreneur and technocrat transformed Corporate Financing and Treasury. the company into the most efficient and profitable I This function spans across all the cement company in the country and redefined I geographic regions and includes industry practices by changing the perception of I matrix organizations with the cement from a commodity to a branded product. I finance department of the operating companies in various countries.

= hSl:l)$:EEI H:jill.$ =.;=='=.=;i..:L."= amodelofexcellenceinsoci. . I acaulsttionstunctionatGrounl

Name of the Director	Mr Narotam S Sekhsaria anon Executive/	Mr Christof Hassig (Non Executive/
	NonlndependentDirector)	NonlndeDendentDirectorl
	With his considerable wealth of experience, Mr	In March 201 3, the Group's Insurance
	Sekhsaria brings immense value to the ACC Board.	Department was moved and
	Under his leadership, ACC has achieved significant	integrated into the Corporate Finance
	improvements in the areas of project management.	& Treasury Department.
	logistics and in overall cost-competitiveness. The	He started his career with a three
	impact of his guidance is tangible from the high	yearapprenticeshipin Banking
	growth trajectory ACC has experienced since 1 999.	followed by a Masters in Banking and
		Advanced Management Programme
		at Harvard Business Srhnnl in 2nn6
Expertisein	Doyen of the Cement Industry, he has been	Corporate Finance & Treasury;
specificfunctional	responsible for transforming the Cement	Mergers & Acquisitions
areas	Industry by setting benchmarks in the areas
	of Management, Marketing & Logistics and
	manufacturing efhciencies and sustainable
	develooment
List of	Ambuja Cements Limited;	Ambuja Cements Limited
Directorships	JM FinanciaIAsset Reconstruction Company
heldin other	Limited
companies
lexcluding
foreign,private
and Section 8
Companies)
Memberships/	NIL	NIL
Chairmanships
of Audit and
Stakeholders
Relationship
Committees
across Public
companies
including ACC
Limited

Name of the Director	Mr Shailesh Haribhakti anon Executive/	Mr Sushil Kumar Roongta anon Executive/
	Independent Director)	Independent Director)
Director	00007347	00309302
Identification
Number
Date of Birth	12.03.1956	09.05.1950
Nationality	Indian	Indian
Qualification	FCA; FICWA; CFP; CFE; CIA	Bachelor of Engineering(Hons.) -
		IElectrical) from Birla Institute of
		Technology & Science (BITS), Pilani;
		Post Graduate Diploma in Business
		Management; InternationaITrade.
		Fellow-All India Management
		Association (ALMA)
Date of	17.02.2006	03.02.2011
Appointment on
Board
Shareholding in	NIL	NIL
ACC
BriefProfile ofthe Directors	Mr Shailesh Haribhakti is a career Chartered Accountant. with over four decades of experience in developing and	Mr Roongta has a wide and varied experience in public sector
	leading one of India's most respected and diversified Cha rtered Accountin g h rms- Haribha kti& Co. LLB Cha rtered	undertakings. He is presently Non-Executive Chairman of Bharat
	Accountants. He stepped away from the Company's	Aluminium Company Limited
	management on attaining the age of 62 in 2018. He is	(BALCO) and Talwandi Soba Power
	now pursuing the establishment of high quality auditing	Limited (TSPL). Earlier. during his
	globally through a "not for profit"initiative surrounding his	tenure as Chairman of SAIL from
	recently authored book - "Audit Renaissance '	August 2006 to May 2010, the
	To provide universal dispersion of his knowledge and	ranking of SAIL among 'World
	experience in corporate governance. he has teamed	Class Steel Makers' moved up
	up with senior and highly respected professionals to	to the second position from the
	manage Intuit Consulting Pvt. Ltd. which will provide	seventeenth position, as per World
	digitally-enabled Governance and Compliance support to	Steel Dynamics, USA.
	corporations globally.	Mr Roongta headed a Panel of
	Apart from the directorships mentioned herein below Mr Haribhakti is on the Board of Gaia Capital Group and also serves on Advisory Boards of Doha Bank and Excellence Enablers Private Limited.	Experts on the Reforms in the Central PSEs, constituted by the Planning Commission. He has also been a Member of the
	To serve the Micro Small and Medium Enterprise (MSME) community he has set up a verification, diligence and shared services firm known as New Haribhakti Business	Committee formed by the Ministry of Corporate Affairs, to formulate a Policy Document on Corporate
	Services Group through a process of interactivity over the	Governance.
	internetand digitization. This group will serve to support safe lending and timely recovery of hnances in the MSME sector. To give wings to equity investing in a "New India" he has established along with like minded professionals Mentorcap Management Pvt. Ltd. to invest in a new age car washing enterprise. alkaline water and solar refrigeration through the supply chain. Mr Haribhakti actively promotes "shared value" creation and a green environment through his own enterprise	He is associated with several academic institutions, and has been the Chairman. Board of Governors, lIT Bhubaneswar (2012-2015) and is presently on the Board of Management of J.K. Lakshmipat University. He is also associated with apex Chambers of Commerce, being a member on National Executive
	Planet People & Profit Consulting Private Limited and his	Committee of Federation of
	leadership roles as Chairman of United Way and Chairman/ Member of the CSR Committees ofsome of the Boards that	Indian Chambers of Commerce and Industry (FICCI), Chairman of

	he serves on. He has successfully established the concept	the National Expert Committee	the National Expert Committee
	of "Innovate to Zero" which is in alignment with the idea	on Minerals & Metals of Indian
	of making the impact of every intervention focused.	Chambers of Commerce (ICC) and
	widespread, co-operative and far-reaching.	co-chairs Industry Committee	of
	MrHaribhaktihas a passion for teaching, writing and public	PHD Chamber of Commerce and
	speaking. He was associated with lIM-Ahmedabad as	Industry.
	visiting faculty from 1981-83. He has led BMA. lIA(Mumbai),	Mr Roongta is a recipient of several
	ICAL (WIRC), IMC, FPSB and Rotary Club of Bombay over	awards and accolades including
	the last several decades. For two years he served on the	SCOPE Award for excellence and
	Standards Advisory Councilof the IASB in London and was	for outstanding contribution	to
	Chairman of NPS {National Pension Scheme) Trust from	the Public Sector Management
	201 5-2017. He frequently contributes his views on public forums, to the press and to the electronic media.	Individual Category and lIM - JRD Tata award for Excellence
		in Corporate Leadership n Metalluraicallndilstripc - 2n1 6
Expertisein	Auditing, Tax and Risk Advisory Services	General Management, and
specificfunctional		expert knowledge in Mines and
areas		Metallurav Indo istrips
List of	Torrent Pharmaceuticals Limited:	Jubilant Industries Limited:
Directorships held	L&T Finance Holdings Limited;	Talwandi Saba Power Limited:
in other companies jexcluding foreign,	Future Lifestyle Fashions Limited; Blue Star Limited:	Bharat Aluminium Company Limited:
private and Section	Mahindra Lifespace Developers Limited;	Jubilant Agri and Consumer
8 Companies)	Ambuja Cements Limited;	Products Ltd.:
	NSDL e-Governance Infrastructure Limited:	Hero Steels Limited:
	L&T Mutual Fund Trustee Limited:	Great Eastern Energy Corpn. Ltd.;
	Bennett Coleman Company Limited	Jubilant Life Sciences Ltd.:
		CL Educate Limited
Memberships/	Audit Committee	Audit Committee
Chairmanships of Audit and	Chairman: Torrent Pharmaceuticals Limited:	Member: ACC Limited:
Stakeholders	L&T Finance Holdings Limited;	Jubilant Industries Limited:
Relationship	Blue Star Limited:	Jubilant Agri& Consumer Products
Committees across	Bennett & Coleman & Company Ltd;	Limited;
Public companies including ACC	NSDL e-Governance Infrastructure Ltd. Member:	Great Eastern Energy Corporation Limited:
Limited	Mahindra Lifespace Developers Limited;	Hero Steels Limited
	Future Lifestyle Fashions Limited;	Stakeholders'Relationship
	L&T MutuaIFund Trustee Limited:	Committee
	Stakeholders' Relationship Committee Member:	Chairman: Jubilant industries Limited
	ACC Limited:
	Torrent Pharmaceuticals Limited;
Details of Board/
Committee
Meetings attended
bythe directors
during the year

Name of the	Ms Falguni Nayar	Mr Damodarannair Sundaram
Director	(Non Executive/	(Non Executive/
	Independent Director)	Independent Director)
Director	00003633	00016304
Identification
Number
Date of Birth	19.02.1963	16.04.1953
Nationality	Indian	Indian
Qualification	Graduate from Sydenham College	Fellow Member of the Institute of Cost Accountants oflndia
	of Commerce & Economics and	Post Graduate in Management Studies (MMS), Chennai.
	Post Graduate from Indian Institute	Advanced Management Programme (AMP), from
	of Management, Ahmedabad	Harva rd Business School.
Date of	24.04.2014	Proposed Appointment as Independent Director is for a
Appointment on		period of five consecutive years commencing from the
Board		conclusion of the AnnuaIGeneraIMeeting of the Company
Shareholding in	NIL	NIL
ACC
BriefProfile ofthe	Ms Nayar has a rich experience of	His experience spans corporate finance, business
Directors	over two and half decades. She	performance,monitoring operations, governance. mergers
	started her career as a Manager and Consultant at A F Ferguson & Company. In 1993, she joined Kodak Mahindra Group to lead the M&A and Project Advisory Initiatives. She has held senior positions in various capacities and was the Managing Director and	and acquisitions, talent/people management and strategy. Mr Sundaram joined Hindustan Unilever Limited (HUL) as a Management Trainee in 1975 and served in various capacities as Corporate Accountant. Commercial Manager and Treasurer till 1 990 when he was seconded to Unilever. London as Commercial Ofhcer for Africa and Middle East Group between 1 990 and 1993
	Chief Executive Officer of Kotak Investment Bank from 2006 to	He was the Commercial Manager of TOMCO integration team in 1 993-94.
	2012. Ms Nayar is the founder and Chief Executive Officer of Nykaa. com, a beauty retailplatform which shelaunchedin 2012.	He was Chief Financial OMcer of Brooke Bond Lipton from 1994-1996 and served in Unilever. London between 1996 to 1999 as Senior Vice-President (Finance, IT and Strategy)
		for South Asia and Middle East. In April, 1999. he returned
	Ms Nayar was recognized as a Top	to HUL as Finance and IT Director. He was elevated as Vice-
	Woman in Business by Business	Chairman of HUL in April 2008.
	Today in 2011 and 2017. She has
	also received the FICCI Ladies	Mr Sundaram has a rich experience with HUL of over three
	Organization Awa rd forTop Woman Achiever in the field of banking in 2008. In 2017 Ms Nayar has won	decades. He was twice awarded the prestigious "CFO of the Year for FMCG Sector" by CNBC TV 1 8 in the years 2006 and 2008.
	the "Woman Ahead" award at The Economic Times Start-Up Awards 2017.	He is currently the Vice Chairman and Managing Director of TVS Capital Funds Limited in partnership with the TVS Family in a growth capital Private Equity Fund (PE Fund) .
		Mr Sundaram brings with him deep financial expertise and
		significant understanding of consumer related businesses.
Expertise	Financialservices and e-marketing	Has vast expertise in corporate hnance, business
in specific		performance, mergers & acquisitions, talent/people
functionalareas		management and strategy

Name of the	Ms Falguni Nayar	Mr Damodarannair Sundaram
Director	(Non Executive/	anon Executive/
	independent Director)	Independent Director)
List of	Dabur India Limited:	Infosys Limited;
Directorships heldin other	Tata Motors Limited: Endurance Technologies Limited;	GlaxoSmith Kline Pharmaceuticals Limited: Crompton Greaves Consumer Electricals Limited;
companies	Tata Technologies Limited;	TVS Electronics Limited:
lexcluding	Kotak Securities Limited	SBI Generallnsurance Company Limited
foreign,private
and Section 8
Companies)
Memberships/ Chairmanships	Audit Com mittee Chairman:	Audit Com mittee Chairman:
of Audit and	Tata Technologies Limited	Crompton Greaves Consumer Electricals Limited;
Stakeholders		GlaxoSmith Kline Pharmaceuticals	Limited;
Relationship Committees across Public	Member: Kodak Securities Limited:	Infosys Limited Member:
companies ncluding ACC Limited	Tata Motors Limited Stakeholders'Relationship Committee	TVS Electronics Limited: SBIGenerallnsurance Company Limited Stakeholders' Relationship Committee
	Member:	Chairman:
	Tata Motors Limited	TVS Electronics Limited
		Member:
		Crompton Greaves Consumer Electricals Limited
Details of Board/	Please refer to Corporate	NotApplicable
Committee	Governance Report
Meetings
attended bythe
directors during
the year

There are no inter-se relationship between the Board Members

Name of the Director	Mr Vinayak Chatterjee (Non Executive/
	Independent Director)
Director	00008933
Identification
Number
Date of Birth	30.08.1959
Nationality	Indian
Qualification	Graduate in Economics(Hons.) from Delhi University;
	MBA from the Indian Institute of
	Manag ement, Ahmedabad
Date of	ProposedAppointmentas
Appointment on Board	Independent Director is for a period of five consecutive years commencing from the conclusion of the Annual
	General Meeting of the Company
Shareholding in	NIL
ACC

Mr Sunil Mehta (Non Executive/ Independent Director) 00065343 22.08.1957 Indian Commerce Graduate from Shri Ram College of Commerce, Delhi University Fellow Member of the Institute of Chartered Accounta nts of India: Alumniof the Wharton Schoolof Management, University of Pennsylvania, USA Proposed Appointment as Independent Director is for a period of five consecutive years commencing from the conclusion of the Annual General Meeting of the Company NIL

Expertise	Expertise in infrastructure planning	Rich and varied experience of over three decades in
In specific	and implementation. One of the	banking, financialservices, insurance & investments
functional areas	leading proponents of Public-Private
	Partnerships model for developing
	India's infrastructure.
List of	SRF Limited:	Punjab NationaIBank;
Directorships heldin other companies	Feedback Energy Distribution Company Limited; KEC International Limited:	IL&FS Investment Managers Limited; Sashakt India Asset Management Limited
(excluding	Apollo Hospitals Enterprises Limited;
foreign,private	Indraprastha MedicalCorporation
and Section 8	Limited
Companies)
Memberships/	Audit Committee	Nil
Chairmanships of Audit and	Chairman: SRF Limited
Stakeholders
Relationship Com mittees across Public companies	Stakeholders'Relationship Committee Member: SRF Limited
including ACC
Limited
Details of Boa rd/ Committee	NotApplicable	Not Applicable
Meetings
attended bythe
directors during
the year

There are no inter-se relationship between the Board Members

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ACC Limited

CIN: L26940MHI 936PLC00251 5

ACC

Registered Office: Cement House, 1 21, MaharshiKarve Road. Mumbai400 020 Tel: +9122 33024321website: www.acclimited.com Email: ACC-lnvestorSupport@acclimited.com

PROXY FORM

IPursuant to Section 105(6) of the Companies Act. 2013 and Rule 19(3) ofThe Companies(Management and Administration) Rules, 2014]

Name(s) of the Member(s) Registered Address Email Id

Folio No./ClientID

I/We, being the Member(s) of

[ DPID I

shares of ACC Limited, hereby appoint

Name: ...

Address:

E-mail ID=

1. Name: ... Address: E-mail ID=

2. Name: ... Address: E-mail ID

.Signature: or failing him/her

,Signature: or failing him/her .Signature

as my / our proxy to attend and vote (on a poll) for me / us and on my /our behalf at the 83" Annual General Meeting of the Company to be held on Friday, March 22, 201 9 at 3.00 p.m. at Pama Thadani Auditorium, Jai Hind College, "A" Road. Churchgate, Mumbai400020, and at any adjournment thereofin respect of such resolutions as are indicated below:

Item ORDINARY BUSINESS - ORDINARY RESOLUTIONS For Against No. [bconsiderand adopt:

the Audited Standalone Financial Statement of the Company for the Financial Year endea December 31, 2018, together with the Reports of the Board of Directors and the Auditors therein; and

• b. the Audited Consolidated Financial Statement of the Company for the Financial Year ended December 31. 2018, together with the Report of the Auditors therein

2

To declare Dividend on equity shares for the Financial Year ended December 3 1 . 2018

1. fb appoint a Director in place of Mr Narotam S Sekhsaria. (DIN; 002763SI), a Non Executive/Non Independent Director who retires by rotation and being eligible. offers himself for re-appointment

2. To appoint a Director in place of Mr Christof Hassig, (DIN: 01 680305), a Non Executive/Non Independent Director who retires by rotation and being eligible. offers himself for re-appointment

Please see overleaf for SpeciaIBusiness

I

l:)I

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----- Start of picture text -----

I)b -n
----- End of picture text -----

ACC Limited

Registered Ofhce: Cement House, 121, MaharshiKarve Road. Mumbai400 020

ATTENDANCESLIP

(To be handed over at the entrance of the Meeting Hall)

1 / We hereby record my / our presence at the 83'' ANNUAL GENERAL MEETING of the Company held at Pama Thadani Auditorium, Jai Hind College. "A" Road, Churchgate, Mumbai400020, on Friday, March 22. 2019 at 3.00 p.m.

#

Fullname of the Member(in block letters)

+Full name of the Proxy(in block letters)

Folio No/DPID/ClientID No

Signature of Member/ Proxy Attending

"(To be filled in if the Proxy attends instead of the Member)

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----- Start of picture text -----

Item
No. IfhlA nf ehn.n.tlrKln nf .L....\
5
6
7. Re-appointment of Ms Falgun
8. Appointment of Mr Damoda
9. Appointment ofMr Vinay
10 Appointment af Mr S
I I . Ratification of Re
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----- Start of picture text -----

Signed this dayof 2019
Signature of Member
Signature of Proxy Holder
----- End of picture text -----

==> picture [31 x 26] intentionally omitted <==

----- Start of picture text -----

AMx
Revenue
Stamp
----- End of picture text -----

Notes

• l This form of Proxy in order to be effective should be duly completed and deposited at the Registered Ofhce of the Company, not later than 48 hours before the commencement of the Meeting i.e. by 3.00 p.m. on March 20, 2019.

• For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the AnnuaIGeneraIMeeting forming part of the 83'' Annual Report for the Company's FinanciaIYear ended December 31, 2018.