Home  »  Company  »  Andhra Cement  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Andhra Cements Ltd.

Jun 30, 2015

The Directors of your Company are pleased to present the Seventy Sixth Annual Report together with the Audited Accounts of the Company for the 15 months period ended 30th June, 2015.

FINANCIAL HIGHLIGHTS

The working results of the Company for the period under report are as under:

(Rs, in lakhs)

Current period Previous Year 2014-15 2013-14 (15 months) (12 months)

Net Sales 27802 -

Other Income 906 308.92

PBIDT 3327 (1175.83)

Finance Cost 6246 788.48

Depreciation 2519 249.43

Profit/(Loss) before (5438) (2213.74)

exceptional Items

Profit/(Loss) before Tax (9891) (2213.74)

Deferred Tax - 5607.63

Net Profit / (Loss) (9889) (7821.37)

1. PLANTS AND OPERATIONS

During the period under review, Company's both the plants viz, Durga Cement Works (DCW) and Visakha Cement Works (VCW) commenced commercial operations with effect from 1st December, 2014. However, due to some pending minor balance works, the plants could not operate in full swing during the period. CPP (30MW) project works were under progress and nearing completion.

2. SHARE CAPITAL

The paid up equity share capital as at 30th June, 2015 is Rs. 293,52 lacs. During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has not bought back its own shares during the period under review.

3. DIVIDEND

In view of the absence of sufficient net Profit during the period under review, the Directors regret their inability to recommend any dividend.

4. DIRECTORATE AND KEY MANAGERIAL PERSONNEL

During the period under report the following changes took place in the Board of the Company:

1. As already reported in the 75th Annual Report for the Financial Year 2013-14, Shri Sujit Kumar Mandal, appointed as Managing Director of the Company with effect from 11th August, 2014 and his appointment was approved by the members in the 75th Annual General Meeting held on 30th September, 2014.

During the period under review, in view of the restrictions on the maximum number of Directorships under the Companies Act, 2013, Shri Manoj Gaur resigned as Director / Chairman of the Company w.e.f 9th August, 2014. The Board places on record its appreciation for the valuable contribution and leadership provided by Shri Manoj Gaur in revival and rehabilitation of the plants of the Company. Shri K.N. Bhandari, Independent Director has been elected as Chairman of the Company w.e.f 11th August, 2014.

2. Shri Harish K. Vaid and Shri V.K Jain, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for re-appointment.

3. During the period under report, the Board Meet 6 times, the details whereof are given in Report on Corporate Governance. The meetings of Board of Directors were held on 26th May, 2014, 11th August, 2014, 30th September, 2014, 12th November, 2014, 11th February, 2015 and 13th May, 2015.

4. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

5. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees constituted by it. The manner in which the formal annual evaluation has been carried out has been explained in the Report on Corporate Governance.

6. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has confirmed and noted Shri Sujit Kumar Mandal, Managing Director & CEO, Shri A.K. Agrawal, CFO and Shri G. Tirupati Rao, General Manager (Legal) & Company Secretary as Key Managerial Personnel of the Company.

7. The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. Brief features of the said Policy are:

a) Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of Director;

b) Nomination and Remuneration Committee shall identity persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management Position;

c) While selecting Independent Directors, the Nomination and Remuneration Committee shall identity persons of integrity who possess relevant expertise and experience required for the position;

d) Non-executive/Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, as amount as may be approved by the Board of Directors within the limits prescribed under the Companies Act, 2013 and the rules made there under, provided that the amount of such fees shall not exceed Rs. One lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. The sitting fee for Independent Directors and Women Directors shall not be less than the sitting fee payable to other Directors;

e) An Independent Director shall not be entitled to any stock option of the Company;

f) Other employees of the Company shall be paid remuneration as per the Company's HR policies. The breakup of the pay scale and quantum of perquisites including employer's contribution to PF, pension scheme, medical expenses, etc. shall be as per the Company's HR Policy.

The Company shall reimburse actual expenditure incurred by the Directors in the performance of their duties as per the rules and policies of the Company.

Remuneration of other employees shall be reviewed/decided on an annual basis or earlier if deemed necessary, based on performance appraisal of individual employees taking into account several factors such as job profile, qualifications, seniority, experience, commitment including time commitment, performance and their roles and duties in the organization.

g) The age, term of appointment and retirement of Managing Director/Whole-time Director shall be determined in accordance with the provisions of Companies Act, 2013 read with Rules made there under;

h) Managing Director/Whole-time Director and Key Managerial Personnel shall be paid the remuneration within the overall limit prescribed under the Companies Act, 2013 and the Rules made there under as recommended by the Nomination and Remuneration Committee subject to the approval of the Board;

i) The Company shall provide suitable training to Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the company operates, business model of the Company etc;

5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the period, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at www.andhracements.com

The details of Related Party Transactions as required under Accounting Standard – 18 are provided in the accompanying financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure-A" to this Report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

7. AUDITORS

7.1 Statutory Auditors

As the members are aware in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Chaturvedi & Parterns, Chartered Accountants (Firm Registration No. 307068E), were appointed as Statutory Auditors of the Company in the last Annual General Meeting (AGM) for a period of Five consecutive years till the conclusion of Eightieth AGM of the Company to be held in the year 2019. The appointment of Statutory Auditors has to be ratified at every AGM. The Statutory Auditors, being eligible, offer themselves for re-appointment. The Company has obtained a written consent and a certificate from the Statutory Auditors to the effect that their reappointment, if made, would be in accordance with the conditions as may be prescribed and they fulfill the criteria laid down in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board has recommended the ratification of appointment of M/s. Chaturvedi & Patterns, Chartered Accountants as Statutory Auditors of the Company to hold office till the conclusion of the Eightieth Annual General Meeting to be held in the year 2019, subject to ratification of their appointment in every AGM.

7.2 Cost Auditors

Since the production at both the plants of the Company had commenced with effect from 1st December, 2014, Cost Auditor was not required to be appointed to conduct the Cost Audit for the 15 months period ended 30th June, 2015. However, for the financial year 2015-16, the Company is required to appoint Cost Auditors as per the provisions of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014.

For the Financial Year 2015-16, the Board of Directors of the Company have on the recommendation of Audit Committee, appointed M/s. J.K. Kabra & Associates, Cost Auditors of the Company for auditing the Cost Records relating to the product 'Cement' and the Resolution for ratification of their remuneration has been included in the Notice for ensuing Annual General Meeting.

7.3 Secretarial Audit

Secretarial Audit Report for the financial period ended 30th June, 2015, issued by M/S. Savita Jyoti Associates, Company Secretaries, in form MR-3 forms part of this report and marked as

"Annexure-B".

The said report does not contain any qualification or observation requiring explanation or comments from Board under section 134(3)(f)(ii) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed M/s. Savita Jyoti Associates, a frm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2016.

7.4 Internal Auditor

The Board on the recommendations of the Audit Committee, has appointed M/s. Lodha & Co., Chartered Accountants, as internal Auditors of the Company for the financial year 2015-16.

8. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the 15 months period ended 30th June, 2015 made under provisions of Section 92(3) of the Act is attached as "Annexure-C" which forms part of this Report.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review, there were no Loans, Guarantees and Investments made/given as per the provisions of Section 186 of the Companies Act, 2013.

10. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formulated a Risk Management Policy. The Risk Management Policy inter-alia:

a) define framework for identification, assessment, monitoring, mitigation and reporting of risks.

b) ensures that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e to ensure adequate systems for risk management.

11. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) not applicable to the Company, due to absence of required net Profit/turnover.

12. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) (i) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the 15 months period and date of this report.

13. CORPORATE GOVERNANCE

Report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, certification by CEO and CFO to the Board of Directors and after due enquiry, confirm that in respect of the Audited Annual Accounts for the 15 months period ended 30th June, 2015:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) that the Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the 15 months period ended 30th June, 2015 and the loss of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis;

e) that the Directors had laid proper internal financial controls to be followed and that such internal financial controls were adequate and were operating effectively; and

f) that Directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in terms of the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, formulated Whistle Blower Policy and Vigil Mechanism for Directors and employees under which protected disclosures can be made by a whistle blower.

16. INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The information about internal financial controls is set out in the Management Discussion & Analysis Report which forms part of this Report.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

However, in accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period No Fixed Deposit claims were settled.

18. REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Annual Report and is provided as "Annexure- D (I)" in this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as "Annexure- D (II)" to this Report.

20. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-e".

21. ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and gratitude to various Departments and Undertakings of the Central Government, and State Governments, Financial Institutions, Banks and other authorities for their continued co-operation and support to the Company. The Board sincerely acknowledges the faith and confidence reposed by the Shareholders in the Company.

For and on behalf of the Board

K.N. BHANDARI

Place : Noida Chairman

Date : 28th August, 2015 [DIN: 00191219]


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 75th Annual Report and the Audited Accounts of your Company for the year ended 31st March 2014.

FINANCIAL Results

(Rs. in Lacs)

Current Year Previous Year 2013-14 2012-13

Gross Sales - -

Net Sales - -

Other Income 308.92 530.13

PBIDT (1175.83) (2645.76)

Finance Cost 788.48 620.63

Depreciation 249.43 136.23

Profit/(Loss) before (2213.74) (3402.62) exceptional items

Profit/(Loss) before Tax (2213.74) (3402.62)

Deferred Tax 5607.63 (1334.16)

Net Profit/(Loss) (7821.37) (2068.46)

dividend

In view of the absence of operations during the period under review, the Directors regret their inability to recommend any dividend.

SHARE CAPITAL

During the year under report, there was no change in the Paid-up Equity Share Capital of the Company.

Thus, as on March 31, 2014 the Paid-up Capital of the Company stood at Rs. 293,52,04,920/- divided in to 29,35,20,492 Equity Shares of Rs. 10/- each.

operations

During the year under review, Durga Cement Works (DCW) and Visakha Cement Works (VCW) plants of the Company commenced trail run. However, due to the power holiday imposed by the State Government, the plants could not continue trail runs in full swing.

outlook

After taking over of management in February, 2012 by the new Promoters (Jaypee Group) and infusion of funds, the work on revival of the Plant operations started in its right earnest. The commercial production of the Cement is expected to be commenced during the current Financial Year. Thus, the future outlook for the Company is bright.

DIRECTORATE

During the year under Report, Shri B.K. Taparia ceased to be Director of the Company w.e.f. 5th September, 2013, due to his untimely death in an accident.

The Board places on record its appreciation for the invaluable contribution of late Shri B.K. Taparia during his tenure as Director and pays rich tributes to his humane qualities.

In view of the restrictions on the maximum number of Directorships under the Companies Act, 2013, Shri Manoj Gaur resigned as Director/Chairman of the Company w.e.f 9th August, 2014. The Board places on record its appreciation for the valuable contribution and leadership provided by Shri Manoj Gaur in revival and rehabilitation of the plants of the Company.

Shri K. N. Bhandari, Independent Director has been elected as Chairman of the Company w.e.f 11th August, 2014.

Shri Sujit Kumar Mandal, was co-opted on the Board as additional Director and also appointed as Managing Director of the Company with effect from 11th August, 2014. His appointment/confirmation as Director/Managing Director has been included in the Notice convening the ensuing Annual General Meeting.

Shri Pankaj Gaur and Shri Naveen Kumar Singh, Directors would retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, Shri K.N. Bhandari, Shri S.D.M. Nagpal, Shri R.K. Pandey and Shri Ravi ndra Kumar Singh are proposed to be appointed as Independent Directors, for a term of three consecutive years from 30th September, 2014 to 29th September, 2017. The resolutions in respect of appointment of each of such Independent Directors have been included in the notice convening ensuing Annual General Meeting.

auditors

Statutory Auditors:

M/s. Chaturvedi & Partners, Chartered Accountants, Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting (AGM) and, being eligible, offer themselves for re-appointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from the Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in Section 141 (3)(g) of the Companies Act,

2013 and they fulfill the criteria laid down under Section 141 of the Companies Act, 2013.

Further, a Resolution has been included in the notice for ensuing AGM for their appointment as Statutory Auditors of the Company for a continuous period of 5 years, from the conclusion of this AGM till the conclusion of 80th AGM of the Company to be held in the year 2019, subject to ratification at every subsequent AGM.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations of the Auditors'' Report are further explained by the Management as follows:

Interest on borrowing has been capitalised and necessary allocation/adjustment shall be carried out on completion of the project and certain bills, claims relating to project supplies/services shall also be accounted for on completion of documentation, negotiation, etc. (with reference to the Note No. 36).

Cost Auditors:

Since the production at both the plants of the Company stood suspended during the year under review, Cost Auditor had not been appointed to conduct the Cost Audit for the financial year ended 31st March, 2014.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

DiRECTORS'' RESPONSiBiLiTY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, certification by the CFO to the Board of Directors and after due enquiry, confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2014:

a. that in the preparation of the accounts in respect of the period under report, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. that they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the reporting period and of the Loss for the period ended 31st March 2014;

c. that they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period Fixed Deposit claims amounting to Rs. 0.38 lacs were settled.

PARTICULARS OF EMPLOYEES

During the year under report, none of the employees was in receipt of remuneration prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEE RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

ACKNOWLEDGEMENTS

Your Directors express their sincere Gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities, Financial Institutions and Banks.

On behalf of the Board Place : Noida K. N. BHANDARI Date : 11th August, 2014 Chairman


Mar 31, 2013

To The Members''

The Directors have pleasure in presenting the 74th Annual Report and the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs in Lakhs)

Current Year Previous Period 2012-13 2011 - 12 (12 Months) (9 Months)

Gross Sales 3.40 Net Sales 2.78

Other Incom 530.13 228.19

PBIDT (2645.76) (2476.37)

Finance Cost 620.63 887.16

Depreciation 136.23 67.51

Profit/(Loss) before exceptional items (3402.62) (3431.04)

Exceptional Items (Income) 5508.87

Profit/(Loss) before Tax (3402.62) 2077.83

Deferred Tax (1334.16) 1111.12

Net Profit / (Loss) (2068.46) 96.71

DIVIDEND

In view of the absence of operations during the period under review'' the Directors regret their inability to recommend any dividend.

SHARE CAPITAL

During the year under report'' there was no change in the Paid-up Equity Share Capital of the Company.

Thus'' as on March 31''2013 the Paid-up Capital of the Company stood at Rs. 293''52''04''920/- divided in to 293520492 Equity Shares of Rs. 10/- each.

OPERATIONS

During the year under review'' Durga Cement Works (DCW) plant of the Company was re- commenced its trail run operations on 6th October 2012 by lighting up the Kiln. Due to the power holiday imposed by the State Government the plant operations were not continued in full swing.

The production activities at Visakha Cement Works (VCW) plant could not be commenced during the period under review. However'' trial run would be expected to commence from the month of May 2013.

OUTLOOK

After the taking over of management by the new Promoters and infusion of funds by them'' the work on revival of the Plants started in its right earnest. The commercial production of the Cement is expected to be commenced during the current financial year. Thus'' the future outlook for the Company is bright.

DIRECTORATE

During the period under report M/s IDFC Ltd has withdrawn nomination of Shri Vinayak Mavinkurve as their nominee w.e.f 15.10.2012 and he ceased to be Director of the Company.

Your Directors wish to place on record their appreciation for the contribution made by Shri Vinayak Mavinkurve during his tenure on the Board.

Shri K.N. Bhandari'' Shri S.D.M. Nagpal and Shri R.K. Pandey Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

AUDITORS

Statutory Auditors:

M/s. Chaturvedi & Partners'' Chartered Accountants'' Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and'' being eligible'' offer themselves for re-appointment.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations in para 4 of the Auditors'' Report are further explained by the Management as follows:

Since the production activities were suspended during the period and there being limitation & constrains and non-availability of employees & their support'' confirmation/verification'' reconciliation of various assets and liabilities could not be carried out. These shall be carried out upon resumption of normal production. Adjustments with respect to advances'' debtors'' claims'' interest and other charges/expenses etc. shall be accounted for after negotiation/settlement/finalisation of the related matters. Interest on borrowing has been capitalised and necessary allocation/adjustment shall be carried out on completion of the project and certain bills'' claims relating to project supplies/services shall also be accounted for on complete documentation'' negotiation'' etc. In view of the proposed recommencement of production and emerging certainty with respect to the profitability'' there would be sufficient taxable income to claim the deferred tax credit'' as explained in the Note Nos. 36'' 38 and 39.

Cost Auditors:

Since the production at both the plants of the Company stood suspended during the year under review'' Cost Auditor had not been appointed to conduct the Cost Audit for the financial year ended 31st March'' 2013.

INSURANCE

During the period under review'' all the properties of the Company including its buildings'' plant and machinery and stocks are adequately insured.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance and Management Discussion & Analysis Report'' in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act'' 1956'' the Directors'' based on the representation received from the Operating Management'' certification by the CFO to the Board of Directors and after due enquiry'' confirm in respect of the audited annual accounts for the year ended 31st March'' 2013:

a. that in the preparation of the accounts in respect of the period under report'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the reporting period and of the Loss for the period ended 31st March 2013;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities'' and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders'' despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08)'' the Company is settling the claims lodged by fixed deposit holders. During the period Fixed Deposit claims amounting to Rs. 0.28 lacs were settled.

REDEMPTION OF DEBENTURES

In terms of MS-08'' Debentures amounting to Rs. 1.51 lacs were redeemed during the period. An amount of Rs.193.80 lacs being balance of principal remain unclaimed and deposited with bank'' under lien in favour of Debenture Trustees (Canara Bank).

INVESTOR EDUCATION AND PROTECTION FUND

Repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme (MS-08).

PARTICULARS OF EMPLOYEES

A Statement showing the particulars of employees'' pursuant to section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules 1975'' as amended'' is annexed and forms an integral part of this Report.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1)(e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules'' 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEES RELATIONS

Employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at all sites and other offices and achieved commendable progress.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities'' Financial Institutions and Banks.

On behalf of the Board

Place : New Delhi MANOJ GAUR

Date : 27th April 2013 Chairman


Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 73rd Annual Report and the Audited Accounts of your Company for the Nine months period i.e from 1st July 2011 to 31st March 2012.

FINANCIAL RESULTS (Rs in Lakhs)

Current Period Previous Period 2011-12 2010-11 (9 Months) (15 Months)

Gross Sales 3.40 7091.45

Net Sales 2.78 6298.10

Other Income 228.19 314.47

PBIDT (2476.37) (1639.33)

Finance Cost 887.16 1330.94

Depreciation 67.51 127.94

Profity(Loss) before exceptional items (3431.04) (3108.92)

Exceptional Items (Income) 5508.87 -

Profity(Loss) before Tax 2077.83 (3108.92)

Deferred Tax 1111.12 (648.84)

Net Profit / (Loss) 966.71 (2460.08)

DIVIDEND

Efforts are being made to revive the plants of the Company which were lying closed.In the absence of operations during the period under review, the Directors regret their inability to recommend any dividend.

OPERATIONS

During the period under review, both the plants remained shutdown and non operational. The Durga Cement Works (DCW) plant of the Company was in production primarily till the end of the first quarter of 2010 and production at Visaka Cement Works (VCW) plant could not be continued from the beginning of September, 2010. The production activities remained suspended thereafter. Consequent to this, the Company faced severe liquidity crisis leading to stoppage of supply of material and services, disconnection of power and termination of agreement thereof; non-payment of employee related costs, statutory and other obligations thereby adversely affecting the business of the Company.

CHANGE IN MANAGEMENT

As stated above, the Company has been going through a severe financial crisis and the production at its plants stood suspended. The revivial and restructuring of the company's business required substantial capital infusion. In order to overcome the situation, the erstwhile Promoters decided to transfer their controlling stake in the Company and entered into a Share Subscription and Share Purchase Agreement (SSSPA) on 15th November, 2011 with Jaypee Development Corporation Limited (JDCL), a wholly owned subsidiary of Jaypee Infra Ventures ( A Private Company with Unlimited Liability), the companies belonging to Jaypee Group. In terms of the SSSPA, the erstwhile Promoters agreed to transfer 4,81,19,550 Equity Shares of the Company held by them to JDCL in tranches @ Rs.12 per share. JDCL also agreed to subscribe for 14,75,00,000 Equity Shares of Rs.10 each of the Company at a premium of Rs 2 per share aggregating to Rs.177 crores on preferential basis, the proceeds whereof are being utilized for reviving the Plants.

The proposal of acquisition of Promoters' holding by and the Preferential Allotment to JDCL triggered the obligation of the acquirer to make the Open Offer to the existing shareholders of the Company. Accordingly, an Open Offer was made by JDCL to the existing shareholders to acquire upto 7,63,15,328 Equity Shares of the Company representing 26% of the expanded paid up Equity Capital of the Company. The offer remained open from 25th January, 2012 to 8th February, 2012.

Thus, during the year under report, JDCL acquired 14,75,00,000 Equity Shares of the Company by way of Preferential Issue, purchased of 2,17,22,336 Equity Shares from erstwhile Promoters and 63,06,856 Equity Shares through Open Offer. Consequently, as on 31st March, 2012 the shareholding of JDCL in the Company stood at 17,55,29,192 Equity Shares constituting 59.80% of the expanded capital base. With the acquisiton of the above shares, JDCL also acquired the managing control over the company and was categorised as Promoter with effect from 10th February, 2012. Accordingly, Andhra Cements Limited became a subsidiary of Jaypee Development Corporation Limited and in turn, a subsidiary of Jaypee Infra Ventures (A Private Company with Unlimited Liability) thus becoming part of the Jaypee Group. Post 31st March, 2012, further tranch of 4,84,160 Equity Shares has been transferred by the erstwhile Promoters to JDCL in terms of the said SSSPA, leaving a balance of 2,59,13,054 Equity Shares yet to be transferred to JDCL.

OUTLOOK

After the taking over of management by the new Promoters and infusion of funds by them, the work on revivial of the Plants started in its right earnest. The production is expected to be resumed from September / October, 2012. Thus, the future outlook for the Company is bright.

CHANGES IN SHARE CAPITAL

During the year under report, the Company issued and allotted 14,75,00,000 equity shares of Rs 10/- each at a premium of Rs 21- per shares on 10th February, 2012 aggregating to Rs. 177 crores to M/s. Jaypee Development Corporation Limited (JDCL) on preferential issue as per the Securities Exchange Board of India (Issue of Capital and Disclosure Requirments) Regulations, 2009. Consequently the paid-up capital of the Company stooc increased from Rs. 146,02,04,920/- to Rs. 293,52,04,920/-. There is no change in the paid-up capital of the Company thereafter. The proceeds of the Issue are being utilized foi the purpose for which it was made.

DIRECTORATE

During the period under report, Shri Amitava Mondal, submitted resignation from the office of Directorship and ceased to be Director of the Company w.e.f. 12.07.2011.

Shri J. Jayaraman, submitted resignation from the office of Directorship and ceassa to be Director of the Company w.e.f. 07.10.2011.

Shri G.P. Goenka, Dr. A.L. Ananthanarayanan, Shri R.K. Bhargava and Dr. Sushil Chandr; submitted resignations from their office of Directorships and ceased to be Directors the Company w.e.f. 10.02.2012.

Your Directors wish to place on record their appreciation for their contribution during their tenure on the Board.

Shri Vinayak Mavinkurve was nominated as Director by IDFC Ltd as their Nominee w.e.f. 09.11.2011.

Shri Sain Ditta Mai Nagpai and Shri Radha Krishna Pandey were appointed as Additional Directors w.e.f. 15.11.2011 and their appointment was confirmed in the Annual General Meeting held on 30.12.2011.

Shri Manoj Gaur was appointed as Director of the Company in the casual vacancy of Shri G P Goenka, Shri Pankaj Gaur was appointed in the casual vacancy of Dr. A L Ananthanarayanan, Shri Naveen Kumar Singh was appointed in the casual vacancy of Dr. Sushil Chandra and Shri Ravindra Kumar Singh was appointed in the casual vacancy of Shri R K Bhargava, w.e.f. 10.02.2012. The proposal for their appointment as Directors is included in the notice for your approval.

Shri Harish K. Vaid and Shri Shailendra Gupta were appointed as Additional Directors on the Board w.e.f 10.02.2012 and Shri B.K. Taparia and Shri V.K. Jain were appointed as Additional Directors on the Board w.e.f 18.05.2012. They will hold office till the date of ensuing Annual General Meeting and are eligible for re-appointment.

Shri K.N. Bhandari and Shri S.D.M. Nagpai and Shri R.K. Pandey, Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment. Proposals for their re-appointment have been included in the Notice of the Annual General Meeting for your approval.

AUDITORS

M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners, Chartered Accountants will retire at the ensuing Annual General Meeting. While, M/s. Chaturvedi & Partners have expressed their willingness to continue in the office, M/s Lodha & Co, have expressed their unwillingness to continue as Auditors due to their other assignments. Hence, the Board recommends appointment of M/s Chaturvedi & Partners as Auditors of the Company till the conlcusion of next Annual General Meeting. The proposed Auditors have furnished the requisite certificate of eligibility under section 224 (1B) of the Companies Act, 1956. Members are requested to approve the appointment of the Auditors and to fix their remuneration.

The observations of the Auditors and the Notes on Financial Statement are self explanatory. The observations in para 4 of the Auditors' Report are further explained by the Management as follows:

Since the production activities were suspended during the period and there being limitation & constrains and non-availability of employees & their support, confirmation/verification, reconciliation of various assets and liabilities could not be carried out. These shall be carried ;j! upon resumption of normal production. Adjustments with respect to advances, claims, interest and other charges/expenses etc. shall be accounted for after /settlement/finalisation of the related matters as explained in Note no. 36(a) & (b). interest on borrowing has been capitalised and necessary allocation/adjustment shai! be carried out on completion of the project and certain bills, claims relating to project supplies/services shall also be accounted for on complete documentation, negotiation, etc, as explained in Note no. 38 (a) & (b). In view of the proposed recommencement of production and emerging certainty with respect to the profitability, there would be sufficient taxable income to claim the deferred tax credit.

COST AUDITOR

Since the production at both the plants of the Company stood suspended during the period under review. Cost Auditor had not been appointed to conduct the Cost Audit for the nine months period i.e from 1st July 2011 to 31st March, 2012.

INSURANCE

During the period under review, all the properties of the Company including its buildings, plant and machinery and stocks are adequately insured.

LISTING

All the shares of the Company are listed on National Stock Exchange of India (NSE) and BSE Ltd. (BSE).

CORPORATE GOVERNANCE

A report on Corporate Governance together with Management Discussion and Analysis Reports and the certificate of compliance from Practicing Company Secretary regarding compliance with clause 49 of the Listing Agreement with the Stock Exchanges are attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, certification by the CFO to the Board of Directors and after due enquiry, confirm in respect of the audited annuaPaccounts for the period of 9 months ended 31st March, 2012:

a. that in the preparation of the accounts in respect of the period under report, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the reporting period and of the Profit for the period ended 31st March 2012;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

A sum of Rs.1.92 lacs towards redemption of Preference Shares remains unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares.

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08), the Company is settling the claims lodged by fixed deposit holders. During the period no claim has been received from the Fixed Deposit holders.

REDEMPTION OF DEBENTURES

In terms of MS-08, Debentures amounting to Rs. 0.74 lacs were redeemed during the period. An amount of Rs.195.68 lacs being balance of principal remain unclaimed and ' deposited with bank, under lien in favour of Debenture Trustees (Canara Bank).

INVESTOR EDUCATION AND PROTECTION FUND

Repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed and forms an integral part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report.

EMPLOYEES RELATIONS

Employees' salaries, wages and other benefits which were in arrears since July 2010 have been settled as per the terms of the memorandum of settlement under Section 18(1) of Industrial Disputes Act, 1947 entered on 6th March 2012 between the Company and Andhra Cement Company Employees Union. Your Directors wish to place on record their appreciation for the dedication and spirit with which the employees and officers of the Company are working for revival of the Plants.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from various State & Central Government Authorities, Financial Institutions and Banks.

For and on behalf of the Board

Place : Noida MANOJ GAUR

Date : 18.05.2012 Chairman






Mar 31, 2010

The Directors have pleasure in presenting the 71st Annual Report and the Audited Accounts of your Company for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS (Rs in crores)

Current Year Previous Period

2009-10 2008-09

Gross Sales 323.27 415.89

Net Sales 294.57 369.06

PBTTD 12.28 54.95

Interest 5.66 6.61

Depreciation 1.23 1.11

Operating Profit 5.40 47.22

Extra-ordinary Income - 13.75

Deferred Tax (Liability)/Asset 42.29 (22.39)

Fringe Benefit Tax - 0.23

Net Profit ~ 47.69 38.36-

DMDEND

The earnings of the Company have been deployed for the up-gradation cum expansion project to enhance the future profitability. Hence, your Directors are unable to recommend any dividend on the shares for the financial year ended 31st March 2010.

OPERATIONS

Production of cement was 10.12 lacs tones for the year as against installed capacity of 14.22 lacs tones representing capacity utilization of 71.17%. Shutdown was taken at clinker plant in end October 2009 onwards for implementation of the project. This has resulted in lower capacity utilization and lower turnover during the year. There were many pending critical maintenance jobs, which were carried out during the year along with plant up-gradation cum expansion project.

PLANT UP-GRADATION CUM EXPANSION PROJECT

Your company has undertaken plant up-gradation cum expansion project to increase the plant capacity from 1.42 mtpa to 3.50 mtpa and the same is under progress. The project cost has been funded partly out of internal accruals and partly through convertible / non- convertible debentures / term loans from Housing Development Finance Corporation Ltd (HDFC) and Industrial Development Finance Company Ltd (IDFC) and to the extent of Rs. 15.55 crores by way of placemenLof equity warrants through preferential issues. There were frequent disturbances in the State and had adverse effect on the movement of materials / equipments, which consequently led to delay in the impletion of the project. Shutdown at DCW was taken end October 2009 for the erection and installation of equipments to upgrade the clinker capacity. Clinker production has since commenced and there are certain initial teething problems, which are being rectified / attended to. The expansion project of DCW expected to be completed during the current financial year and VCW project thereafter. «

OUTLOOK FOR CEMENT INDUSTRY

Outlook for the Cement Industry continues to be moderate in 2010. Growth in the housing sector and infrastructure projects is likely to provide support to the prices and hedge against any demand slowdown in the near future. With the initiatives taken by the Gov- ernment of India for infrastructure development, cement demand is expected to rise further. The irrigation and housing projects being under taken by the Government of Andhra Pradesh will further increase the demand in the State.

The Company will, have the benefit of increased production from its expansion project. Post completion of the project, there would be improvement in operational efficiencies and cost reduction in all areas of production/logistics. The Company continues its endeavor for the sale of blended Cement having better margins. Blended Cement being produced by using industrial waste thereby, protecting environment also.

ALLOTMENT OF OCDs / NCDs/WARRANTS

The Company has issued and allotted the following securities on 9th September, 2009 on preferential basis to fund the project:

15,00,000 - Secured Optionally Convertible Debentures (OCDs-A) of Rs. 100/

- each to HDFC and IDFC aggregating to Rs.15 crores

-. 15,00,000 - Secured Optionally Convertible Debentures (OCDs-B) of Rs. 100/

- each to HDFC aggregating to Rs.15 crores

10,00,000 - Secured Non-convertible Debentures (NCDs) of Rs. 100/- each to HDFC aggregating to Rs.iocrores

65,00,000 -Warrants of Rs. 23.93/- each to Echo Fiscal Services Pvt Ltd, aggregating to Rs. 15.55 crores with a right to convert into fully paid up equity shares

SHARE CAPITAL

On 6th February, 2010 your Company has allotted 65,00,000 equity shares of Rs. 10/- each at a premium of Rs. 13.93 per share aggregating to Rs. 15.55 crores to M/s. Echo Fiscal Services Ltd, upon conversion of wan-ants in to equity. The issue proceeds have been utilized for the up-gradation cum expansion project of the Company.

Consequent to the above mentioned allotments, the subscribed and paid-up share capital of the company has increased from Rs. 132.52 crores to Rs. 139.02 crores.

TERM LOANS

Your company has availed term loans of Rs.157.50 crores from HDFC and Rs.162.50 crores IDFC for the purpose of xip-gradation cum expansion project, which are being disbursed by them in a phased manner as per the requirement for the project.

STATUSOFBIFR .

Your Company implemented the Rehabilitation Scheme (MS-08) and the Honble BIFR discharged the Company from the purview of Sick Industrial Companies (Special Provi- sions) Act, 1985 vide its Order dated 22nd January 2010.

DIRECTORS

During the year under review the nomination of Shri Rakesh Kumar a Special Director, was withdrawn by the Honble BIFR w.e.f 22.01.2010 and he ceased to be the Director of the Company. Your Directors wish to place on record their sincere appreciation for the valuable services rendered by him during his tenure.

Shri P. C. Nalwaya, submitted resignation from the office of Managing Director / Director of the Company and he ceased to be Managing Director / Director of the Company w.e.f. 26.03.2010.

Dr. Sushil Chandra, Shri G.P. Goenka and Dr. A.L. Ananthanarayanan, Directors of the Company who retire by rotation and being eligible offer themselves for re-appointment,

Shri P.K. Goyenka was inducted as Additional Director on the Board with effect from 05.04.2010. He holds office till the date of Annual General Meeting and is eligible for re- appointment. Further, he also appointed as Executive Director of the Company with effect from 5,h April, 2010 to look after the day to day operations of the Company.

HEALTH, SAFETY AND ENVIRONMENT

Health, Safety and Environment aspects continued to be a priority area for the Company. The Company conducts regular safety audits, appoints consultants-and experts in the area of safety and implements the recommendations after management discussions. The Company continues to give consideration to environment and is maintaining a nursery -of tree plantation activity for environment protection. The Company has taken significant anti-pollution measures by installing bag filters and bag house to control the pollution and has substantially reduce the impact of industrial process Qn the environment.

AUDITORS

M/s. Lodha & Co, Chartered Accountants and M/s. Chaturvedi & Partners, Chartered Accountants will retire at the ensuing Annual General Meeting. M/s Lodha & Co, and M/s. Chaturvedi & Partners, Chartered Accountants, expressed their willingness and eligibility to continue in office, if appointed by the members as joint auditors for the current year. The proposed auditors have furnished the requisite certificate of eligibility under section 224 (1B) of the Companies Act, 1956. Members are requested to appoint the Auditors and -to fix their remuneration.

Auditors in their report on annual accounts for the year ended 31st March, 2010 made the following qualification having a material impact on the profit of the Company. The Companys reply to the said qualification is as follows.

-The Company lodged various claims against Cement Regulation Authority (CRA) which are far in excess of the amount due to CRA. The Honble High Court of AP has upheld the Companys claim in one of such cases. An amount of Rs. 165.03 lacs has been written back, as in the opinion of the management there would not be any further liability in this regard.

COST AUDITOR

Pursuant to the directives of the Central Government and provisions of section 233 B of the Companies Act 1956, M/s Parankusam & Co. Cost Auditors have been appointed to conduct the Cost Audit for the year 2009-10.

DISCLAIMER OF RESPONSIBILITY REGARDING ACCOUNTS

The Balance Sheet and Profit and Loss Account for the year 1991-92 to 1994-95 have been signed by the Directors of the reconstituted Board in accordance with the BIFR Order dated 16.6.94. The present Directors do not take any personal responsibility for any transactions arising out of the same and of the said accounts as such, excepting to state that these were prepared based on the books of accounts and papers available and scrutinized by the Statutory Auditors. Signing and presentation of accounts will not preclude the Company from disclaiming any transactions that are found to be irregular or not in the bonafide interests of the company.

INSURANCE

All the properties of the Company including its buildings, plant and machinery and stocks are adequately insured.

CORPORATEGOVERNANCE

A report on Corporate Governance together with Management Discussion and Analysis Reports and the certificate of compliance from the Statutory Auditors of the Company confirming compliance with clause 49 of the Listing Agreement with the Stock Exchange are annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Direc- tors hereby confirm:

a. that in the preparation of the accounts in respect of the year under report, the applicable accounting standards have been followed along with proper ex- planation relating to material departures, if any;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended 31st March, 2010;

c. that they have taken proper and sufficient care for the maintenance of ad- equate accounting records in accordance with the provisions of the Compa- nies Act 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d. that the accounts have been prepared on a going concern basis.

REDEMPTION OF PREFERENCE SHARES

Preference Shares of par value of Rs. 1.94 lacs remain unclaimed. It has not been possible to locate the addresses of the shareholders, despite notices being published in daily newspapers. These are being paid as and when claimed. There is no liability for dividend on these shares. .

REPAYMENT OF FIXED DEPOSITS

In accordance with the Modified Rehabilitation Scheme (MS-08) the Company is settling the claims lodged by fixed deposit holders. During the year Fixed Deposits claims amount- ing to Rs. 0.36 lacs were settled.

REDEMPTION OF DEBENTURES

In terms of MS-08, Debentures amounting to Rs. 0.88 lacs were redeemed during the year. An amount of Rs. 197.22 lacs being balance unclaimed principal remain and depos- ited with bank, under lien infavour of Debenture Trustees.

INVESTOR EDUCATION AND PROTECTION FUND

As repayment of the matured fixed deposits and debentures are covered by the BIFR Sanctioned Scheme, are not remained unclaimed and unpaid for a period of seven years from the date they became due for payment, and hence, no amounts were required to be transferred to the Investor Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to those matters is appended hereto and forms part of this Report. EMPLOYEES

¦ Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars^ Employees) Rules, 1975 as amended, regarding employees is given in Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State & Central Governments Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation ex- tended by Government of Andhra Pradesh, Financial Institutions, Banks, Vendors, Dis- tributors, Dealers, valued Customers and the Employees.

For and on behalf of the Board

P.K. Goyenka G P.Goenka

Executive Director Chairman

Place: New Delhi Date : 28.05.2010

 
Subscribe now to get personal finance updates in your inbox!