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Directors Report of Gujarat Sidhee Cement Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 41st Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

The highlights of the financial results for the Financial Year ended 31st March, 2015 are given below.

(Rs. in Million)

Particulars Standalone Consolidated

Current F.Y Previous FY Current F.Y Previous FY (2014-15) (2013-14) (2014-2015) (2013-2014)

Sales & Other Receipts (Net of Excise) 4917.86 4179.19 4917.86 4179.19

Profit before Interest and Depreciation 149.26 110.66 148.64 110.66

Interest 36.89 29.96 38.48 29.96

Profit /(Loss) before Depreciation 112.37 80.70 110.16 80.70

Depreciation 114.82 76.63 114.82 76.63

Exceptional Items (65.57) Nil (65.57) Nil

Profit /(Loss) before Taxation (68.02) 4.07 (70.23) 4.07

Income Tax / Fringe Benefit Tax / Wealth tax Nil Nil Nil Nil

Deferred Tax Adjustment (23.13) 31.31 (23.13) 31.31

Profit /(Loss) after tax (44.89) (27.24) (47.10) (27.24)

Carried forward Profit/ (Loss) of earlier years 333.58 360.82 333.58 360.82

Balance of Profit/ (Loss) carried to Balance Sheet 288.69 333.58 286.48 333.58

THE YEAR UNDER REVIEW

The economy and cement production showed signs of improvement. The cement production during 2014-15 grew by about 5.6 percent as against less than 4 percent during the previous year.

Similarly, consumption of cement in our home market of Gujarat increased by about 6 percent resulting in improved sales and prices, profitability as compared to the previous year. The international prices of coal were lower than previous year. However the taxes by way of Royalties on minerals, excise duties and sales tax continued to be high and further increased in the budget of 2014-15. Additional Customs duty and CVD was also imposed on coal imports.

The infrastructural constraints in rail and ports adversely affect the economic transportation of cement to distant markets. Power cost escalations resulted from the restrictions imposed in the energy exchange under Open Access, increased the manufacturing cost. The inordinate delay in the statutory approvals for the new lease area for mining of raw materials resulted in procurement of limestone from distant sources, which has further increased the manufacturing cost.

PERFORMANCE REVIEW

Production and sales

The production of clinker for the year ended March 2015 was 1.27 million tonnes, which is 9 percent more than the clinker production of 1.17 million tonnes for the previous year ended March 2014.

The cement production for the year ended March 2015 is 1.28 million tonnes, which is 11 percent more than the cement production of 1.16 million tonnes for the previous year ended March 2014.

Additionally, clinker was sold in the local market and the overall sales (cement and clinker) is 1.37 million tonnes during the year ended March 2015, which is around 8 percent more than the overall sale of 1.27 million tonnes in the previous year ended March 2014.

The procurement of power from the energy exchange under Open Access was restricted and the entire power was sourced from the state grid, which has resulted in higher manufacturing cost. Change in the quality of available limestone, necessitated procurement of limestone from other sources, which escalated the manufacturing cost. The disruption of plant operation due to closure of limestone mines for a brief period as per the directives of the Ministry of Environment & Forest, higher raw material cost, increase in the cost of power sourced from state grid and the higher cost of delivery resulted in loss for the year.

Export

The export of cement for the year ended March 2015 was 0.064 million tonnes as compared to 0.076 million tonnes in the previous year. The export market remained less viable with un-remunerative prices and high cost of transportation to the available port.

Fresh Infusion of Funds

Hon'ble BIFR while sanctioning rehabilitation scheme of the Company had put the following condition vide its order dated 6.12.2012 issued on 16.1.2013.

Quote

Further equity infusion of Rs. 50 crore (in addition to Rs. 19.73 crore already brought in) into the Company for funding of the Scheme by The Mehta International Ltd., a promoter group Company, its shareholders / its subsidiaries / other group companies / associates of promoters, their relatives, friends, etc.

Unquote

In compliance with the said order, Bhadra Consultancy Private Limited, a Promoter Company has invested Rs. 28.80 crores in March 2015 towards purchase of 2,38,00,000 equity shares of the Company at par fully paid up and 2,00,00,000 equity shares of the Company at Rs. 2.50 per share. The Company has since allotted 4,38,00,000 equity shares to Bhadra Consultancy Private Limited.

DIVIDEND

The Directors have not recommended any dividend for the Financial Year ended March 31, 2015, in view of the loss for the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms a part of this Report as annexure a.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement with the Stock Exchange and Section 136 of the Companies Act, 2013, the Consolidated Financial Statement has been prepared by the Company in accordance with the requirements of Accounting Standard 21 'Consolidated Financial Statements' issued by 'The Institute of Chartered Accountants of India'. The Audited Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

The Consolidated Net Loss of the Company and its subsidiaries amounted to Rs. 470.99 lacs for the Financial year ending 31st March, 2015 as compared to a loss of Rs. 272.42 lacs in the previous year.

SUBSIDIARY COMPANIES

The Company has one subsidiary company.

Section 136 of the Companies Act, 2013 has exempted listed companies from attaching the financial statements of their Subsidiaries to the Annual Report of the company.

In accordance with Section 129(3) of the Companies Act, 2013 read with the rules made thereunder; a statement containing the salient features of the Financial Statement of the Company's subsidiary is disclosed separately in this Annual Report under Form AOC 1.

The Company will make available the Annual Accounts of the subsidiary company to any member on their request and shall also be kept open for inspection by any member at the Registered office of the Company. The statements are also available at the website of the company at http://gscl-mehtagroup.com/investors/financials.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013.

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any;

(b) that the accounting policies as mentioned in Note No. 1 to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) that proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

A separate report on compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance along with a Certificates of Compliance from the Statutory Auditors forms a part of this Report as annexure b.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. Also a certificate of Compliance from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms a part of this Report. A declaration by CEO and CFO that Board and senior management have complied with the Code of Conduct of the Company also forms a part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions are on arms length basis at prevailing market prices. The other details as required under Clause 49 of the Listing Agreement and Section 134(3) of the Companies Act, 2013 are mentioned in the Corporate Governance Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is Annexed herewith at annexure C in Form No. AOC -2.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been committed towards various social measures and has taken initiatives to cater to the needs of the society. Pursuant to introduction of Section 135 of the Companies Act, 2013 and the rules made thereunder the Company has constituted a CSR committee.

The Board of Directors have based on the recommendation of the committee, formulated a Corporate Social Responsibility Policy for welfare of the society. The policy is available at the following link http://gscl.mehtagroup.com/policy/csr-policy

Due to carry forward losses, the Company was not required to spend on the Corporate Social Responsibility Activities under Section 135 of the Companies Act, 2013.

The constitution and functions of the Corporate Social Responsibility Committee are provided under the Corporate Governance Report.

Company has taken certain initiatives under Corporate Social responsibility (though not required under Section 135 of the Companies Act, 2013) and the same have been detailed under the Management Discussion and Analysis Report.

RISK MANAGEMENT

A formal Risk Management System is being implemented on an Enterprise Risk Management (ERM) as a part of strengthening and institutionalizing the decision making process and monitoring the exposures that are faced by the Company.

Managing Risk is a skill that is sought to be strengthened through this process and an effort at making decisions more consistent in a way that the business objectives are met most of the times. The ERM process seeks to provide greater confidence to the decision maker and thus enhance achievement of Objectives.

Pursuant to the requirements of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee and has also adopted a Risk Management Policy. The constitution of the committee along with principles pertaining to the management of risk are set out in the Corporate Governance Report of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment

During the year, Gujarat Industrial & Investment Corporation Limited nominated Mr. Y K. Vyas (DIN: 03420201) as their Nominee on the Board of the Company who was appointed as a Nominee Director with effect from 10.2.2015.

Cessation of Directors

Mr. Sanat Mehta (DIN: 00313385) and Dr. Kala S. Pant (DIN: 00003915) ceases to be the Directors of the Company with effect from 9.6.2014 and 18.9.2014 respectively.

During the year, Gujarat Industrial & Investment Corporation Limited withdrawn the nomination of Mr. A. B. Shah (DIN:00175496) as Director from the Board of the Company. Accordingly, Mr. A. B. Shah ceases to be Director with effect from 10.2.2015.

The Board has placed on record its appreciation for the contribution made by Mr. Sanat Mehta, Dr. Kala S. Pant and Mr. A. B. Shah.

Reappointment of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hemnabh Khatau (DIN: 02390064) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of the Director seeking re-appointment along with other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

The Board of Directors at its meeting held on 15th May 2015, has reappointed Mr. Jay Mehta as Executive Vice Chairman and Mr. M. S. Gilotra as Managing Director for a further period of five years from 1st January 2016 to 31st December, 2020 and remuneration payable over a period 3 years from 1st January, 2016 to 31st December, 2018, subject to the approval of the Members and Central Government.

The resolutions seeking approval of the Members for the appointment and remuneration of Mr. Jay Mehta and Mr. M. S. Gilotra have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company along with brief details about them.

The Board recommends their re-appointments.

Board evaluation

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Declaration by Independent Directors

All Independent Directors have furnished declarations stating 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.

Appointment / Change in Key Management Personnel :

Mr. M. S. Gilotra, Managing Director of the Company was also designated as Key Managerial Personnel with effect from 1st October, 2014.

Mrs. Anupama Pai resigned as the Company Secretary of the Company with effect from 30th September, 2014.

Mr. V. R. Mohnot was appointed as Chief Financial Officer & Company Secretary of the Company with effect from 1st October, 2014.

AUDITORS

Statutory auditors

M/s. Manubhai & Shah, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, who hold office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 2013, who are eligible for re-appointment are recommended for re-appointment to audit the Accounts of the Company for the Financial Year 2015-16. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Manubhai & Shah, Chartered Accountants that their appointment, if made, will be in conformity with the limits specified in the Section 141(3)(g) of the Companies Act, 2013.

Secretarial auditors

M/s Ragini Chokshi & Company, Practicing Company Secretaries were appointed by the Board of Directors as the Secretarial Auditor of the Company to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2014 - 15. The report of the Secretarial Auditor is annexed as annexure D to this report.

The Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Company, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2015-16.

Tax auditors

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Manubhai & Shah, Chartered Accountants to carry out the Tax Audit for the Assessment Year 2015-16.

Internal auditors

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Haribhakti & Co.LLP Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2015-16.

Cost auditors

In accordance with the provisions of Section 148 of the Companies Act 2013, M/s. M. Goyal & Co. Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2015-16. A Certificates of eligibility under Section 148 of the Companies Act, 2013 has been received.

DISCLOSURES

Audit Committee

The Company has an Audit Committee and details of its constitution, terms of reference are set out in the Corporate Governance Report.

Nomination & remuneration Committee & Policy

The Company has a Nomination & Remuneration Committee and has also adopted a Remuneration Policy, the constitution of the committee along with the terms of reference to the committee are set out in the Corporate Governance Report.

Vigil Mechanism

The Company has established a Vigil Mechanism / Whistle Blower Policy and the directors and employees of the Company can approach the Audit Committee when they suspect or observe unethical practices, malpractices, non-compliances of company policies.

Number of board Meetings

During the year under review, four meetings of the Board of Directors were held on 30th May 2014, 4th August 2014, 5th November 2014 and 9th February 2015.

Energy Conservation, Technology absorption and Foreign exchange earnings and Outgo.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) of the Companies Act, 2013 are provided in annexure e forming a part of this Report.

Extract of the annual return

The extract of the Annual Return in Form No. MGT - 9 forms a part of this report and is annexed as annexure F.

Particulars of employees

The disclosures in terms of the provisions of Section 197 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms a part of this report as annexure g.

Disclosure under sexual Harassment of Women at Workplace (Prevention, Prohibition & redressal) acts, 2013

The Company has in place, a formal policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Detailed note is set out in the Corporate Governance report.

There were no cases filed under this act during this financial year.

GENERAL

Listing Of equity shares

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2015-16.

Staff relations

Industrial relations at our factory and offices remained cordial.

Deposits

The Company has not invited and/or accepted any deposits, during the year.

There are no deposits unpaid or unclaimed as at the end of the year.

There has been no default in repayment of deposits or payment of interest thereon during the year.

Acknowledgement

The Directors wish to thank the Hon'ble Board for Industrial & Financial Reconstruction (BIFR), The Hon'ble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Gujarat Industrial & Investment Corporation Limited, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co- operation and encouragement extended to the Company.

On behalf of the Board of Directors

Place : Mumbai M. s. Gilotra Jay Mehta

Dated : 15.5.2015 Managing Director Executive Vice Chairman


Mar 31, 2014

Dear Members,

The Directors present the 40th Annual Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the Financial Year ended 31st March 2014 are given below.

(Rs.in Million) Particulars Standalone Financial Year Financial Year 2013-2014 2012-13

Sales & Other Receipts (Net of Excise) 4179.19 4532.83

Profit before Interest and Depreciation 110.66 575.18

Interest 29.96 17.16

Profit /(Loss) before Depreciation 80.70 558.02

Depreciation 76.63 65.28

Exceptional Items Nil 85.73

Profit /(Loss) before Taxation 4.07 578.48

Income Tax / Fringe Benefit Tax / Wealth tax Nil 175.36

Deferred Tax Adjustment 31.31 168.91

Profit /(Loss) after tax (27.24) 403.12

Carried forward Profit/ (Loss) of earlier years 360.82 (392.45)

Less: Adjusted against Share Capital Nil 392.45

Less: Proposed Dividend Nil 36.15

Less : Tax on Proposed Dividend Nil 6.15

Balance of Profit/(Loss) carried to Balance Sheet 333.58 360.82

Consolidated

Financial Year Financial Year 2013-2014 2012-13

Sales & Other Receipts (Net of Excise) 4179.79 --

Profit before Interest and Depreciation 110.66 --

Interest 29.96 --

Profit / Loss before Dereciation 80.70 --

Depreciation 76.63 --

Exceptional Item Nil --

Profit / Loss Before Taxation 4.07 --

Income Tax / Fringe Benefit Tax /Wealth Tax Nil --

Deferred Tax Adjustment 31.31 --

Profit / Loss After Tax (27.24) --

Carried forward Profit/ Loss of earlier years 360.82 --

Less Adjusted against share Capital Nil --

Less Proposed Dividend Nil --

Less Tax on Proposed Dividend Nil --

Blance of Profit / Loss carried to Balance sheet 333.58 --

THE YEAR UNDER REVIEW

The slowdown in the economy resulted in static growth rate for the eight core industries (including cement, steel, fertilizer, oil, gas etc.), which remained at around 3 percent during April 2013 to March 2014 similar to the previous year. The cumulative growth rate in cement production was also on the lower side at around 3 percent compared to around 6 percent in the previous year.

Cement consumption in Gujarat, our main market declined by 6 percent over the previous year, which is all time low in the last six years. The regular increase in diesel price, amounting to around 16 percent during the year, resulted in higher cost of manufacturing as well as cost of delivery for cement.

The decline in the consumption in our markets and the higher capacities of cement in our region resulted in surplus availability of cement.

.This factor, coupled with the highly fragmented markets, resulted in fluctuating cement prices and a significant drop in profits. The availability of raw materials and the good industrial environment in the State of Gujarat is likely to result in continued over supply in the State. The infrastructural constraints in rail and ports adversely affect the economic transportation of cement to distant markets. Energy cost escalations, restrictions imposed in the energy exchange under Open Access, increased cost of transportation and high incidence of taxes will continue to challenge the Industry.

PERFORMANCE REVIEW

Production and Sales

The production of clinker for the year ended March 2014 was 1.17 million tonnes, which was 101 percent of the rated capacity of the plant and is also more than clinker production of 1.15 million tonnes for the year ended March 2013. In order to improve the ambient air quality, new bag house was installed at a substantial cost with an extended annual shutdown.

The cement production for the year ended March 2014 is 1.16 million tonnes, which was lower than the cement production of 1.25 million tonnes for the year ended March 2013. The lower cement production was commensurate with cement sales and in order to compensate the lower cement sales, clinker was sold in the local and export markets and the overall (clinker cement) sales of 1.27 million tonnes which was more than the overall sales of the previous year ended March 2013.

The procurement of power from the energy exchange under open access has helped the Company in maintaining the energy cost to some extent. The energy efficiency of the plant was adversely affected due to change in the quality of the limestones.

The lower cement consumption in Gujarat, higher raw material and freight cost, lower energy efficiency and the extended shutdown for installation of new bag house with substantial capex resulted in lower profitability.

Exports

The export of cement and clinker for the year ended March 2014 was 0.14 million tonnes as compared to 0.1 million tonnes in the previous year. Due to large surplus in our domestic markets, the exports continued to be a significant part of our revenues.

Dividend

The Directors have not recommended any dividend for the Financial Year ended March 31, 2014, in view of the lower profits.

Public Deposits

The Company has not invited and / or accepted any deposits, during the year.

Fresh Infusion of Funds

Hon''ble BIFR while sanctioning rehabilitation scheme of the Company had put the following condition vide its order dated 6.12.2012 issued on 16.1.2013.

Quote

Further equity infusion of Rs.50 crore (in addition to Rs.19.73 crore already brought in) into the Company for funding of the Scheme by The Mehta International Ltd., a promoter group Company, its shareholders / its subsidiaries / other group companies / associates of promoters, their relatives, friends, etc.

Unquote

In compliance with the said order, Bhadra Consultancy Private Limited, a Promoter Company has invested Rs.5 crores in March 2014 towards purchase of 50,00,000 equity shares of the Company at par. The Company has since allotted 50,00,000 equity shares to Bhadra Consultancy Private Limited.

Subsidiary & Consolidated Financial Statement

During the last quarter of the year, the Company has acquired 100 percent shares in Villa Trading Company Private Limited (VTCPL) and thus VTCPL has become wholly owned subsidiary of the Company.

As required under Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statement has been prepared by the Company in accordance with the requirements of Accounting Standard 21 ''Consolidated Financial Statements'' issued by ''The Institute of Chartered Accountants of India''. The Audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

Section 212 of the Companies Act, 1956 requires the Company to attach the directors'' report, balance sheet, and profit and loss accounts of the subsidiary company. The Ministry of Corporate Affairs, Government of India vide its circular no.2/2011 dated 8.2.2011 has granted a general exemption from complying with Section 212 (1) of the said Act.

Accordingly, the Annual Report does not contain the financial statement of the subsidiary company. The financial information of the subsidiary company as required by the said circular, is disclosed separately in this Annual Report. The statements of Company''s interest in the subsidiary as at March 31, 2014 prepared in accordance with the provisions of Section 212 of the said Act, are also attached with this Annual Report.

The Company will make available the Annual Accounts of the subsidiary company to any member on their request and shall also be kept open for inspection by any member at the Registered Office of the Company.

Directors

Reappointment of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Hemnabh Khatau and Mr. M. N. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Appointment of Additional Directors

Ms. Juhi Chawla has been appointed as Additional Director pursuant to Section 161 of the Companies Act, 2013 and Articles 107(a) of the Articles of Association of the Company. She holds office upto the date of this ensuing Annual General Meeting and offers herself for appointment as Director.

In furtherance to the objective of induction of professional and Independent Directors on the Board and also mandated by Companies Act, 2013 and Corporate Governance requirements, Mr. M. N.Rao, Mr. K. N. Bhandari and Mrs. Bhagyam Ramani were appointed as Additional Directors as Independent Directors on the Board of Directors of the Company, who hold office upto the date of the ensuing Annual General Meeting and are eligible for appointment as such.

The Company has received requisite notice(s) from the Member(s) proposing the candidatures of above mentioned Directors for appointment as Directors of the Company.

Appointment of Independent Directors

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, the Independent Directors proposed to be appointed are eligible to hold office for 5 (five) consecutive years. Accordingly, Mr. S. V. S. Raghavan, Mr. P. K. Behl, Mr. M. L.Tandon, Mr. Bimal Thakkar, Mr. M. N. Rao, Mr. K. N. Bhandari and Mrs. Bhagyam Ramani are being appointed as Independent Directors at the ensuing Annual General Meeting for a term of five consecutive years on a non-rotational basis.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Directors seeking appointment / re-appointment along with other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting.

The Directors recommend their re-appointment / appointment.

Listing of Equity Shares

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2014-15.

Auditors

M/s. Manubhai & Shah., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, who hold office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956, who are eligible for re-appointment are recommended for re-appointment to audit the Accounts of the Company for the Financial Year 2014-15. As required under the provisions of the Companies Act, 2013, the Company has received written confirmation from M/s. Manubhai & Shah that their appointment, if made, will be in conformity with the limits specified in the Section 141(3)(g) of the Companies Act, 2013.

The Audit Committee of the Board has recommended their re-appointment, the necessary Resolution is placed before the Shareholders for their approval.

Cost Auditors

In pursuance to Order No.52/56/CAB-2010 dated 30th June 2011 issued under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co., Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2014-15. Certificate of eligibility under Section 148 of the Companies Act, 2013 has been received.

Internal Audit

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Haribhakti & Co., Chartered Accountants, to carry out the Internal Audit of the Company for the Financial Year 2014-15.

Tax Audit

The Board of Directors on the recommendation of the Audit Committee appointed M/s. Manubhai & Shah., Chartered Accountants to carry out the Tax Audit for the Assessment Year 2014-15.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 names and other particulars of the employees are required to be set out in the Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts of the Company sent to the shareholders do not contain the said Annexure. Any shareholders desirous of obtaining a copy of the said Annexure may write to the Company Secretary at the Registered Office of the Company.

Industrial Relations

Industrial relations at our factory and offices remained cordial.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors'') Rules 1988 the relevant particulars are enclosed herewith in Annexure 1, forming part of the Report.

Corporate Governance

A separate report on compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report is provided in a separate section and forms part of this Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

- These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards, judgements and estimates are reasonable and prudent.

- The accounting policies selected and applied consistently give a true and fair view of the financial statements.

- The Company has implemented internal controls to provide reasonable assurances of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The Company''s internal auditors conduct regular internal audits, which complement the internal controls.

- The annual accounts have been prepared on a going concern basis.

Acknowledgement

The Directors wish to thank the Hon''ble Board for Industrial & Financial Reconstruction (BIFR), The Hon''ble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Gujarat Industrial & Investment Corporation Limited, Financial Institutions, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the Company.

On behalf of the Board of Directors

M.S.Gilotra Jay Mehta Managing Director Executive Vice Chairman

Place : Mumbai Dated : May 31, 2014


Mar 31, 2013

Dear Members,

The Directors present the 39th Annual Report along with the Audited Accounts and Auditors Report for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results for the Financial Year ended 31st March 2013 are given below. (Rs. in Million)

Current Financial Year Previous Financial Year (2012-2013) (2011-2012)

Sales & Other Receipts (Net of Excise) 4532.83 4439.20

Profit before Interest and Depreciation 575.19 206.93

Interest 17.16 28.61

Profit /(Loss) before Depreciation 558.03 178.32

Depreciation 65.28 61.38

Exceptional Items 85.73

Profit /(Loss) before Taxation 578.48 116.94

Net Current Tax after adjustment of MAT Credit entitlement 6.45

Deferred Tax Adjustment 168.91 61.78

Profit /(Loss) after tax 403.12 55.16

Carried forward Loss of earlier years (392.45) (447.61)

Less: Adjusted against Share Capital 392.45

Less: Proposed Dividend 36.15

Less: Tax on Proposed Dividend 6.15

Balance of Profit/(Loss) carried to Balance Sheet 360.821 (392.45)

THE YEAR UNDER REVIEW

The slowdown in the economy resulted in an overall average growth rate of the eight core industries (including cement, steel, fertilizer, oil, gas etc.) during April, 2012 to March, 2013 to 2.6 percent from 5 percent for the same period previous year. The cement production still grew at 5.6 percent, even though it was lower than the average growth in the previous years.

Cement consumption in Gujarat registered a 5 percent growth over the previous year, which although lower than the average annual growth rate of around 9 percent during the. previous five-year period, is better than many other regions of the country. The consumption growth could have been better, but for delayed & deficient monsoons. The State received only 73 percent of the normal average rainfall and the Saurashtra region is the worst affected with rainfall of 57 percent of the normal.

The abnormal increase in the price of diesel, by around 15 percent, had a cascading effect on the manufacturing cost as well as cost of delivery for cement. The increase in rail freights (varying between 11 to 25 percent) also adversely affected the cost of delivering cement to customers. The increase in excise duty by 2 percent was an additional burden on the industry.

The slow economic growth resulted in better availability of power and the lower prices prevailing in the energy exchange under Open Access gave an opportunity to reduce the cost of power, resulting in better profits.

Better prices in local markets and higher volumes and realisation from exports helped improve profitability.

PERFORMANCE REVIEW Production and Sales

The production of clinker and cement for the year ended March 2013 was 1.15 million tonnes and 1.25 million tonnes, which is 101 percent and 104 percent of the rated capacity of the plant. However, the clinker and cement production is lower than the previous year, as extended stoppage of kiln was taken for specific modifications in order to improve the long-term reliability of the machinery.

The cost of fuel remained at the last years'' levels. The procurement of power from the energy exchange under Open Access has assisted in maintaining the manufacturing cost. The energy efficiency of the plant was affected due to changed characteristics of the available limestone, quality of which is deteriorating.

The total sale of cement & clinker was 1.26 million tonnes as against 1.40 million tonnes in the previous year. Better distribution of available cement in the domestic markets helped in reducing freight cost. This, coupled with better prices contributed to significant improvement in profits. The export volumes and realisations also helped improve profits.

Exports

The direct export of cement for the year ended March 2013 was 4,900 metric tonnes as compared to 9,800 metric tonnes in the previous year. The exports continued to be low on account of unremunerative prices and high cost of transportation to the available port.

Dividend

Your Directors have recommended a dividend of Rs. 1/- (Rupee one only) per equity share of face value of Rs. 10/- each on 3,61,53,852 fully paid up Equity Shares.

Rehabilitation Scheme

Hon''ble AAIFR vide its order dated 23.10.2012 inter-alia held that the company''s net worth has turned positive as on 31.3.2010 and consequent thereto, the company has been discharged from BIFR. However.in the same order, Hon''ble AAIFR has reiterated its decision in M/s.Kunal Virenchee Sagar case holding that the BIFR''s jurisdiction continues un- interrupted and the BIFR is competent to exercise its jurisdiction under Section 18(5) of SICA, 1985 and remanded the matter to BIFR.

Hon''ble BIFR vide its order dated 6.12.2012 issued on 16.1.2013 sanctioned the Modified Draft Rehabilitation Scheme of the company inter-alia consisting of following main points.

1. Reduction of paid up capital by 75%.

2. Fresh infusion of equity capital of Rs. 50 crores consisting of 5 crore equity shares of Rs. 10/- each at par to the Promoters, associates etc.

3. To complete the jetty at revised cost of Rs. 59.72 crores.

Reduction of capital

Company''s paid up Share Capital was reduced by 75% (Seventy five percent) from Rs. 144,61,54,080/- consisting of 14,46,15,408 fully paid up Equity Shares of Rs. 10/- each to Rs. 36,15,38,520/- consisting of 3,61,53,852 fully paid up Equity Shares of X10/- each in compliance of the order of the Hon''ble Board for Industrial & Financial Reconstruction (BIFR) dated 6.12.2012 issued on 16.1.2013 as on 25.2.2013, being the Record Date.

'' Government of Gujarat

Government of Gujarat granted Reliefs and Concessions as per Sanctioned Scheme (SS-02) as approved by the Hon''ble AAIFR vide its order dated 21.11.2002 inter-alia includes waiver of past interest on Sales Tax, Electricity Duty and Sales Tax thereon, turnover tax and Royalty dues, moratorium for payments of deferred sales tax, interest free deferment of Electricity duty and sales tax thereon on the power drawn, Exemption of electricity duty on captive power etc.

Public Deposits

The company has not invited and / or accepted any public deposits, during the year.

Directors

Mr. Ashok B.Shah, Mr. Sanat M.Mehta, Mr. S. V. S. Raghavan and Mr. M. L. Tandon, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Brief resume of the directors proposed to be reappointed, nature of their expertise in function of areas and names of directorships / membership held in committees of other companies, shareholding and trusteeship is provided in Corporate Governance Report attached to this report.

The directors recommend their re-appointment.

Listing of New Equity Shares (Post Reduction of Capital)

The Company''s new equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has paid listing fees as prescribed for financial year 2013-14.

Auditors

M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, holds office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956. The Company has received letter pursuant to Section 224 (1B) of the Companies Act, 1956 confirming their eligibility to act as auditors, if appointed at the Annual General Meeting.

Cost Auditors

In pursuance to Order No. 52/56/CAB-2010 dated 30th June 2011 issued under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co., Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the financial year 2013-14. Certificate of eligibility under Section 224 (1B) has been received.

Internal Audit

BDO Consulting Private Limited, have been appointed to carry out the Internal Audit of the Company for the Financial Year 2013-14.

Tax Audit

M/s. Manubhai & Co., Chartered Accountants, have been appointed to carry out the Tax Audit for the Assessment Year 2013-14.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Members desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Industrial Relations

The Company continued to maintain harmonious relations with its workers.

Corporate Governance

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance and the Auditors'' Certificate on its compliance forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report is provided in a separate section and forms part of this Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Spction217(2AA) of the Companies Act, 1956:

> These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards, judgements and estimates are reasonable and prudent.

> The accounting policies selected and applied consistently give a true and fair view of the financial statements.

> The company has implemented internal controls to provide reasonable assurances of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The company''s internal auditors conduct regular internal audits, which complement the internal controls.

> The annual accounts have been prepared on a going concern basis.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors'') Rules 1988 the relevant particulars are enclosed herewith in Annexure 1, forming part of the Report.

Acknowledgement

The Directors wish to thank the Hon''ble Board for Industrial & Financial Reconstruction (BIFR), The Hon''ble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Gujarat Industrial & Investment Corporation Limited, Financial Institutions, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the company.

On behalf of the Board of Directors.

Place : Mumbai M. N. Mehta

Dated: May 30, 2013 Chairman


Mar 31, 2012

The Directors present the 38th Annual Report along with the Audited Accounts and Auditors Report for the financial year ended 31st March, 2012

FINANCIAL RESULTS

The highlights of the financial results for the Financial Year ended 31st March 2012 are given below.

(Rs.in Million)

Current Previous Financial Year Financial Year (2011-2012) (2010-2011) (12 months) (12 months)

Sales & Other Receipts (Net of Excise) 4439.20 3556.36

Profit before Interest and Depreciation 206.93 3.08

Interest 28.61 25.54

Profit /(Loss) before Depreciation 178.32 (22.46)

Depreciation 61.38 55.08

Exceptional Items - (17.12)

Profit /(Loss) before Taxation 116.94 (60.42)

Income Tax / Fringe Benefit Tax / Wealth tax - -

Deferred Tax Adjustment 61.78 (30.11)

Profit /(Loss) after tax 55.16 (30.30)

Carried forward Loss of earlier years (447.61) (417.31)

Balance of Loss carried to Balance Sheet (392.45) (447.61)

YEAR UNDER REVIEW

The all India Cement consumption during the year under review was around 223 million tonnes, a growth of 7.4 percent compared to around 208 million tonnes during the previous year. The total installed capacity at the end of the year was around 300 million tonnes, an increase of about 5 percent from the previous year.

During the year ended March 2012, the Cement consumption in Gujarat was 18.1 million tonnes as compared to 16 million tonnes in the previous year ; a growth of 13.4 percent.

In Gujarat, capacity has increased by 2.4 million tonnes in the last two years and in the same period by around 5 million tonnes in Maharashtra and Rajasthan. The total installed capacity in Gujarat at the end of the year under review was around 24.8 million tonnes.

PERFORMANCE REVIEW

Production and Despatches

The production of Clinker and Cement for the year ended March 2012 was 1.27 million tonnes and 1.35 million tonnes against 1.16 millions and 1.21 million tonnes respectively in the previous year. The total sale of cement and clinker was 1.41 million tonnes as compared to 1.24 million tonnes in the previous year. The plant continue to operate at a capacity utilisation of over 100 percent.

Exports and Marketing

The Company's export of cement and clinker for the year ended March 2012 was 0.08 million tonnes as compared to 0.06 million tonnes in the previous year. Exports continued to be low on account of unremunerative prices and high cost of transportation to the available port.

Dividend

In view of the carried forward losses, the Directors express their inability to recommend any dividend for the year. Rehabilitation Scheme

Members are aware that Hon'ble AAIFR had sanctioned rehabilitation scheme in 2002 envisaging installation of DG sets and construction of jetty at Vadodara Jhala as also repayments to Banks, Financial Institutions and Government of Gujarat. While the Company has installed DG sets at the factory and paid the dues of the Banks, Financial Institutions and Government of Gujarat, the construction of jetty is pending. The Company has therefore submitted proposal for modification in the sanctioned scheme to facilitate construction of jetty, reorganisation of existing share capital by de-rating of existing equity and issue of shares at par on preferential basis to the promoters/ its nominees / associates.

The Hon'ble AAIFR directed the BIFR to sanction the Modified Draft Rehabilitation Scheme recommended by the Operating Agency, however, Hon'ble BIFR discharged the company from its purview on the ground that the company's net worth has turned positive and the scheme has been substantially implemented.

Aggrieved by the said order, the Company filed appeal before the Hon'ble AAIFR stating that the construction of jetty, which is critical element for sustained viability of the company, remains pending. The appeal has been heard and Order is reserved.

Government of Gujarat

Company's application pursuant to Government Resolution dated 15-7-2010 for relief and concessions and one time settlement is under consideration of the Government of Gujarat.

Public Deposits

The company has not invited and / or accepted any deposits, during the year.

Cash Flow Statement

Cash flow statement pursuant to Clause 32 of the listing agreement is attached and forms part of the report.

Directors

Mr. M. N. Mehta, Mr. Bimal Thakkar and Mr. Venkatesh Mysore shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Listing of Equity Shares

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has paid listing fees as prescribed for financial year 2012-13.

Auditors

M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, holds office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956. The Company has received letter pursuant to Section 224 (1B) of the Companies Act, 1956 confirming their eligibility to act as auditors if appointed at the Annual General Meeting.

Cost Auditors

In pursuance to Order No. 52/56/CAB-2010 dated 30th June 2011 issued under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co., Cost Accountants, have been appointed by the Board as Cost Auditor of the Company for the financial year 2012-13. Certificate of eligibility under Section 224 (1B) has been received.

Internal Audit

BDO Consulting Private Limited, have been appointed to carry out the Internal Audit of the Company for the Financial Year 2012-13. Tax Audit

M/s. Manubhai & Co., Chartered Accountants, have been appointed to carry out the Tax Audit for the Assessment Year 2012-13.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholders desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Industrial Relations

The Company continued to maintain harmonious relations with its workers.

Corporate Governance

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance and the Auditors' Certificate on its compliance forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report is provided in a separate section and forms part of this Report.

Directors' Responsibility Statement

Your Directors confirm:

- These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards, judgements and estimates are reasonable and prudent.

- The accounting policies selected and applied consistently give a true and fair view of the financial statements.

- The company has implemented internal controls to provide reasonable assurances of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The company's internal auditors conduct regular internal audits, which complement the internal controls.

- The Directors have prepared the annual accounts on a going concern basis.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors') Rules 1988 the relevant particulars are enclosed herewith in Annexure 1, forming part of the Report.

Acknowledgement

The Directors wish to thank the Hon'ble Board for Industrial & Financial Reconstruction (BIFR), The Hon'ble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Financial Institutions, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the company.

On behalf of the Board of Directors.

Jay M. Mehta M. S. Gilotra

Place : Mumbai Executive Vice Chairman Managing Director

Dated : May 10, 2012


Mar 31, 2011

The Directors present the 37th Annual Report along with the Audited Accounts and-Auditors Report for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The highlights of the financial results for the Financial year ended 31st March 2011 are given below.

(Rs. in Million)

Current Previous Financial Financial Year Year (2010-2011) (2008-2010) (12 months) (18 months)

Sales & Other Receipts (Net of Excise) 3556.36 6525.22

Profit before Interest and Depreciation 3.68 1006.59

Interest 25.54 22.58

Profit before Depreciation (21.86) 984.01

Depreciation 55.08 73.36

Impairment - Reversal (Net of Provision) (17.12) -

Profit before Taxation (59.82) 910.65

Income Tax / Fringe Benefit Tax / Wealth tax 0.60 2.44

Deferred Tax Adjustment (30.12) 335.32

Profit/(Loss) after tax (30.30) 572.89

Carried forward Loss of earlier years 417.31 990.20

Balance of Loss carried to Balance Sheet 447.61 417.31

DIVIDEND

In view of the carried forward losses, the Directors express their inability to recommend any dividend for the year.

INDUSTRY OVERVIEW

The all India cement consumption during the year under review was around 208 million tonnes, a modest growth of 4.8 percent compared to around 198 million tonnes during the previous year. The total installed capacity at the end of the year was around 285 million tonnes, an increase of about 10 percent from the previous year. The current members of CMA exported 2.53 million tonnes of cement and clinker during the year as compared to 3.23 million tonnes during the earlier year.

During the 12 months ended 31.3.2011, the cement consumption in Gujarat was 16 million tonnes as compared to 14.3 million tonnes in the previous year; a growth of 12 percent.

In Gujarat, during the last two years, the installed cement capacity increased by 2.4 million tonnes, whereas the installed capacity in the neighbouring states of Rajasthan and Maharashtra went up by 8.64 million tonnes. The total installed capacity is around 22.4 million tonnes at the end of the period under review.

Performance Review

Production and Despatches

The production of clinker and cement for the twelve months ended 31.3.2011 was 1.16 million tonnes and 1.21 million tonnes as against 2.01 million tonnes and 2.03 million tonnes respectively in the earlier period of 18 months ended 31st March 2010. The total sale of cement and clinker was 1.24 million tonnes as compared to 2.18 million tonnes in the earlier period of 18 months ended 31st March 2010. Thus the plant has run at a capacity utilisation of over 100 percent for the year under review.

Exports and Marketing

The Companys export of cement and clinker for the twelve months ended 31.3.2011 was limited to 0.06 million tonnes as compared to 0.43 million tonnes in the earlier period of 18 months ended 31st March 2010. Lower consumption in international markets and higher local production resulted in reduced exports to the Middle East. The situation is likely to continue in the short term. The reduction in the volumes exported resulted in increased availability of cement in Gujarat, resulting in lower prices.

Rehabilitation Scheme

Members are aware that Honble AAIFR had sanctioned rehabilitation scheme in 2002 envisaging installation of DG sets and construction of jetty at Vadodara Jhala as also repayments to Banks, Financial Institutions and Government of Gujarat. While the Company has installed DG sets at the factory and paid the dues of the Banks, Financial Institutions and Government of Gujarat, the construction of jetty is pending. The Company had therefore submitted a proposal for a modification in the sanctioned scheme to facilitate construction of jetty, reorganisation of existing share capital by de-rating of existing equity and allotment of shares at par on preferential basis.

The Honble AAIFR directed the BIFR to sanction the Modified Draft Rehabilitation Scheme recommended by the Operating Agency, however, Honble BIFR discharged the company from its purview on the ground that the companys net worth has turned positive and the scheme has been substantially implemented.

Aggrieved by the said order, the Company has since filed an appeal before the Honble AAIFR stating that the construction of jetty, which is a critical element for the sustained viability of the company, remains pending. The appeal has been admitted.

Public Deposits

The company has not invited and / or accepted any deposits, during the year.

Cash Flow Statement

Cash flow statement pursuant to Clause 32 of the listing agreement is attached and forms part of the report.

Directors

Mr. Venkatesh Mysore was appointed as an Additional Director of the Company with effect from 29th October 2010. Pursuant to Section 260 of the Companies Act, 1956 he holds the office of the Director upto this Annual General Meeting and eligible for re-appointment.

Mr. S. M. Khanjiwala, Mr. P. K. Behl, Mr. Hemnabh Khatau and Dr. Kala S. Pant shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Listing of Equity Shares

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has paid listing fees as prescribed.

Auditors

M/s. Manubhai & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, holds office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956. The Company has received letter pursuant to Section 224(1 B) of the Companies Act, 1956 confirming their eligibility to act as auditors if appointed at the annual general meeting.

Cost Auditors

In pursuance to Order No. 52/58/CAB-98 dated 30th October, 1998 issued under Section 233-B of the Companies Act, 1956, M/s. M. Goyal & Co., Cost Auditors, have been appointed by the Board as Cost Auditor of the Company for the financial year 2011-12. Certificate of eligibility under Section 224 (1B) has been received.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholders desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Industrial Relations

The Company continued to maintain harmonious relations with its workers.

Corporate Governance

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance and the Auditors Certificate on its compliance forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report is provided in a separate section and forms part of this Report.

Directors Responsibility Statement

Your Directors confirm:

- These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards, judgements and estimates are reasonable and prudent.

- The accounting policies selected and applied consistently give a true and fair view of the financial statements.

- The company has implemented internal controls to provide reasonable assurances of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The companys internal auditors conduct regular internal audits, which complement the internal controls.

- The Directors have prepared the annual accounts on a going concern basis.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant particulars are enclosed herewith in Annexure 1, forming part of the Report.

Acknowledgement

The Directors wish to thank the Honble Board for Industrial & Financial Reconstruction (BIFR), The Honble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Financial Institutions, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the company.

On behalf of the Board of Directors

Jay M. Mehta M. S. Gilotra

Executive Vice Chairman Managing Director

Place : Mumbai Dated : May 3, 2011


Mar 31, 2010

The Directors present the 36th Annual Report along with the Audited Accounts and Auditors Report for the financial year (18 months) ended 315t March, 2010.

CHANGE OF FINANCIAL YEAR :

The Company has changed its financial year ending September to end in March each year and consequently the current financial year has been extended upto 31sf March 2010 as approved by the Ministry of Corporate Affairs, vide letter dated 10fll May 2010 and also approved extension of time for holding Annual General Meeting.

FINANCIAL RESULTS

The highlights of the financial results for the Financial year ended 31sl March 2010 (18 months) are given below.

(Rs.in Million)

Current F.Y Preyipus F.Y

(2008-2010) (2007-2008)

(18 months) (18 months)

Sales & Other Receipts (Net of Excise) 6525.22 5815.73

Profit before Interest and Depreciation 1006.59 697.02

Interest 22.58 17.29

Profit before Depreciation 984.01 679.73

Depreciation 73.36 96.08

Profit before Taxation and Exceptional Items 910.65 583.65

Exceptional Item - Interest Written Back - 287.44

Income Tax / Fringe Benefit Tax / Wealth tax 2.44 5.55

Deferred Tax Adjustment (335.32) (377.67)

Profit after tax 572.89 487.87

Carried forward Loss of earlier years 990.20 1478.07

Balance of Loss carried to Balance Sheet 417.31 990.20

DIVIDEND

In view of the carried forward losses, the Directors express their inability to recommend any dividend for the year.

YEAR UNDER REVIEW

During the year under review (18 months; from October, 2008 to March, 2010), cement consumption on All India basis grew by around 12 percent to 290.44 million tons from 248.84 million tons as compared to previous year of 18 months ended 30st September 2008. The installed capacity for the current members of CMA has increased from 164 million tons in September,2008 to around 216 million tons in March, 2010.

Cement consumption in Gujarat during the year of 18 months ended 31st March, 2010 grew by around 12 percent to 20.71 million tons from 17.32 million tons as compared to previous year of 18 months ended 30st September 2008. Exports of cement and clinker from Gujarat were 5.78 million tons during the year under review, as against 7.1 million tons in the previous year of 18 months ended 30s1 September 2008.

PERFORMANCE REVIEW

The production of clinker for the year under review was 2,01 million tons as against 1.75 million tons in the previous year of 18 months ended 30st September 2008. Production of Cement during the year under review was 2.05 million tons as compared to 1.75 million tons in the previous year of 18 months ended 30sl September 2008.

The total sale of cement and clinker during the year under review was 2.17 million tons as compared to 1.92 million tons in the previous year of 18 months ended 30" September 2008.

The sale of cement & clinker by the company in the domestic market during the year under review was 1.74 million tons as against 1.49 million tons in the previous year of 18 months ended 30s September 2008. The Company exported 0.43 million tons of cement and clinker during the year under review as compared to 0 44 million tons in the previous year of 18 months ended 30st September 2008. Export of cement and clinker was selectively carried out due to the lower price and demand in the Middle East Markets.

Rehabilitation Scheme

Members are aware, the Companys net worth was fully eroded and it was registered with Board of Industrial and Financial Restructuring (BIFR) as required under the provisions of SICA1985. A Rehabilitation Scheme was sanctioned for Companys revival, hereinafter referred as "SS-02". The scheme envisaged construction of a Jetty with mechanised loading and unloading facilities near the factory to reduce transportation cost, acquisition and setting up of D.G. Sets to reduce cost of power and granting necessary relief and concessions from the Banks / Financial Institutions & Government of Gujarat, equity infusion to be arranged by the promoter group and grant of additional financial assistance by Banks and Financial Institutions.

While the Revival Scheme sanctioned by the Appellate Authority for Industrial S» Financial Reconstruction (AAIFR) in November, 2002 is under implementation, the modification in the sanctioned scheme (SS) has become inevitable as the company could not implement the cost saving project as envisaged in the said SS due to the decision of the secured lenders not to disburse the fresh funds to the company as long as the litigation initiated by the Government of Gujarat against the said SS was not resolved. In the meanwhile, most of secured lenders desired One Time Settlement (OTS) of their outstanding dues and the dues have been paid. As directed by BIFR and recommended by the State Bank of India (MA), the Company has submitted MDRS involving reorganisation of existing share capital in the shape of de-rating of the existing equity and allotment of shares at par on preferential basis.

Public Deposits

The company has not invited and / or accepted any deposits, during the year.

Cash Flow Statement

Cash flow statement pursuant to Clause 32 of the listing agreement is attached and forms part of the report.

Directors

Mr. Sanat M. Mehta, Mr. S.V.S.Raghavan and Mr. M. L. Tandon shall retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Listing of Equity Shares

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The company has paid listing fees as prescribed.

Auditors

M/s. Manubhai & Co, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company, holds office upto the conclusion of the ensuing Annual General Meeting in accordance with the provisions of the Companies Act, 1956. The Company has received letter pursuant to Section 224(1 B) of the Companies Act, 1956 confirming their eligibility to act as auditors if appointed at the annual general meeting.

Cost Auditors

In pursuance to Order No. 52/58/CAB-98 dated 30" October, 1998 issued under Section 233-B of the Companies Act, 1956, M/s. M. Goyal S> Co., Cost Auditors, have been appointed by the Board as Cost Auditor of the Company for the financial year 2010-11. Certificate of eligibility under Section 224 (1B) has been received.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956 the Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholders desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Industrial Relations

The Company continued to maintain harmonious relations with its workers.

Corporate Governance

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchanges on Corporate Governance and the Auditors Certificate on its compliance forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report is provided in a separate section and forms part of this Report. Directors Responsibility Statement

Your Directors confirm:

- These statements have been prepared in conformity with generally accepted accounting principles and appropriate accounting standards, judgements and estimates are reasonable and prudent.

- The accounting policies selected and applied consistently give a true and fair view of the financial statements.

- The company has implemented internal controls to provide reasonable assurances of the reliability of its financial records, proper safeguarding and use of its assets and detection of frauds and irregularities. Such controls are based on established policies and procedures and are implemented by trained, skilled and qualified personnel with an appropriate segregation of duties. The companys internal auditors conduct regular internal audits, which complement the internal controls.

- The Directors have prepared the annual accounts on a going concern basis.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the relevant particulars are enclosed herewith in Annexure 1, forming part of the Report.

Acknowledgement

The Directors wish to thank the Honble Board for Industrial & Financial Reconstruction (BIFR), The Honble Appellate Authority for Industrial & Financial Reconstruction (AAIFR), Central Government, Government of Gujarat, Financial Institutions, Bankers, Shareholders, Employees, Stockists, Dealers and all other stakeholders associated with its operations for the co-operation and encouragement extended to the company.

On behalf of the Board of Directors M.N.MEHTA Mumbai:29 th July 2010 Chairman

 
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