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Directors Report of Mangalam Cement Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015. The summarised Financial Results are given below:

1. FINANCIAL RESULTS (Rs.in lacs) Current Year Previous Year ended 31st ended 31st March, 2015 March, 2014

Revenue from Operations 92184.74 69730.73

Operating Profit before Finance Costs, Depreciation 9437.53 6037.80 and Tax

Less: Finance Costs 3833.41 870.52

Gross Profit before Depreciation and Tax 5604.12 5167.28

Less: Depreciation (net of transfer from Revaluation Reserve) 3362.25 2773.83

Profit before Tax & Exceptional Items 2241.87 2393.45

Less : Exceptional Item 343.21 -

Profit before Tax 1898.66 2393.45

Less: Provision for Tax:

(a) Income Tax /MAT 400.00 505.00

(b) MAT Credit (400.00) (505.00)

(c) Income Tax for earlier years (Net) 24.45 (288.54)

(d) Deferred Tax 82.34 (278.64)

Net Profit After Tax 1791.87 2960.62

Profit brought forward from previous year 41041.78 39318.06

Profit available for appropriation 42833.65 42278.68

APPROPRIATIONS

(a) Transfer to General Reserve 200.00 300.00

(b) Proposed Dividend on Equity Shares 533.88 800.81

(c) Corporate Dividend Tax 108.68 136.09

(d) Transitional effect on revision of depreciation on 84.77 - useful life of assets in accordance with Schedule II of the Companies Act, 2013 (See Note no. 29-B(1)(a)(i)

(e) Balance carried forward to next year 41906.32 41041.78

TOTAL 42833.65 42278.68

2. DIVIDEND

We recommend a dividend of Rs. 2/- (Rupees Two Only) per equity share of Rs. 10/- each for the year ended 31st March, 2015. The total outgo in this respect will be Rs. 642.56 lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of the Directors' Report.

4. MANAGEMENT DISCUSSION & ANALYSIS

In term of the provision of clause 49 of the Listing Agreement, the Management discussion and analysis is set out in this Annual Report.

5. RENEWABLE ENERGY

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW. Total Generation from all the turbines together during the year was 178.25 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

With the increase in overall production capacity from 2 MTPA to 3.25 MTPA your Company has a present requirement of 33 MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1696.98 lacs Kwh.

7. NEW PROJECTS

During the year, the Board of Directors approved the setting up of a New Grinding Unit at Aligarh with a capacity of 0.5 MTPA.

8. FINANCE

To meet the fund requirements for the Aligarh projects, the Company has made arrangement for borrowing from banks amounting to Rs. 70.00 crores and the balance will be funded by internal accruals of the Company.

9. RISK MANAGEMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation For more details, please refer to the Management Discussion and Analysis set out in this Annual Report.

10. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis &Research Ltd (CARE) reaffirmed the rating of 'CARE AA-' (Double A minus) assigned for long term facilities. The 'CARE AA' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns ' ' or '-'signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its 'CARE A1 ' (A one Plus) rating assigned to the Company's short term facilities. This is the highest rating for short term facilities and indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

11. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and inventories.

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

13. DETAILS OF BOARD MEETINGS

The Board of Directors met 4 times in the year 2014-15. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. DIRECTORS

Shri K. K. Mudgil, Independent Director of the Company passed away on 20th February, 2015. We place on record our deep appreciation for the valuable contributions made by him during his tenure.

I n accordance with the provision of Section 152 (6) and pursuant to the Article of Association of the Company, Shri A. V. Jalan, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Details of the proposal for his appointment are given in the Notice of the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at the link: http://www.mangalamcement.com/pdf/familiarisation_ programme.pdf

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates 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 of the Company for that period;

c) 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) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Smt. Vidula Jalan, Executive Director

(ii) Shri Anshuman Vikram Jalan, Executive Director

(iii) Shri Anil Kumar Mandot, Chief Financial Officer; and

(iv) Shri Swadesh Agrawal, Company Secretary

17. REMUNERATION TO DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) The ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2015 are:-

Sr. Name of Director/CEO/ Designation Ratio of remuneration No. CFO/Company Secretary to median remuneration of the Employee of the Company

1 Shri K. K. Mudgil Independent and Non- 2.31 Executive Director

2 Smt. Aruna Makhan Independent and Non- 1.71 Executive Director

3 Shri Amal Ganguli Independent and Non- 2.34 Executive Director

4 Shri N. G. Khaitan Independent and Non- 1.47 Executive Director

5 Shri Gaurav Goel Independent and Non- 1.32 Executive Director

6 Shri K. C. Jain Non-Executive Director 1.50

7 Smt. Vidula Jalan Executive Director 29.26

8 Shri Anshuman Vikram Executive Director 29.41 Jalam

9 Shri Anil Kumar MandotChief Financial Officer NA

10 Shri Swadesh Agrawal Company Secretary NA



Name of Director CEO/CFO/ Company Percentage increase in the Secretary remuneration for the Financial Year 2014-15

Shri K. K. Mudgil (7%)

Smt. Aruna Makhan 15%

Shri Amal Ganguli (2%)

Shri N. G. Khaitan (13%)

Shri Gaurav Goel (16%)

Shri K. C. Jain (16%)

Smt. Vidula Jalan 21%

Shri Anshuman Vikram Jalan 19%

Shri Anil Kumar Mandot 26%

Shri Swadesh Agrawal 47%

* Median remuneration of the Employees of the Company assumed to be Rs. 3.34 lacs.

(ii) Percentage increase in the median remuneration of employees in the financial year 2014-15 is 1.54%.

(iii) There are 1079 permanent employees on the rolls of the Company as on 31st March, 2015.

(iv) Explanation w.r.t average increase in remuneration and Company's performance:

EBIDTA for the financial year ended 31st March, 2015 increased by 56.31% whereas the increase in median remuneration was 1.54%. The average increase in median remuneration was in line with the performance of the Company. Finance cost and Depreciation & Amortisation expenses has been increased in current financial year due to completion of 1.25 MTPA cement grinding capacity expansion.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The total remuneration of Key Managerial Personnel increased by 22.97% from Rs. 225.47 lacs in 2013-14 to Rs. 277.25 lacs in 2014-15 whereas the EBIDTA increased by 56.31% to Rs. 9,437.53 lacs in 2014-15 (Rs. 6,037.80 in 2013-14).

(vi) Variations in the market Capitalisation of the Company and PE Ratio:

a. The market capitalisation as on 31st March, 2015 was Rs. 705 crores (Rs. 329 crores as on 31st March, 2014).

b. Price Earnings ratio of the Company was 39.34 as at 31st March, 2015 and was 11.10 as at 31st March, 2014

c. Percent increase over / decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year. The company has not made any public issue or rights issue of securities in the recent past, so comparison have not been made of current share price with public offer price. The Company's shares are listed on Bombay and National Stock Exchanges.

(vii) Average percentage increase in the salaries of the employees other than Managerial Personnel in financial year 2014-15 is 11.39% as compared to 22.97% increase in the Managerial Remuneration for the same period.

(viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the performance of the Company, recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

(ix) The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year is 80.25%; and,

(x) It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at Annexure-2.

The Composition of the Corporate Social Committee (CSR) is as under:

Name of the Member Category

Smt. Vidula Jalan, Chairperson Executive Director

Shri A. V. Jalan Executive Director

Shri Gaurav Goel Independent & Non- Executive Director

19. AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any qualification, reservation or adverse remark.

20. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company are due for retirement in accordance with the provisions of the Companies Act, 2013 at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their re-appointment for the ensuing year.

The Company has received a confirmation from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company

21. COST AUDIT

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)

Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors, to conduct the cost audit of your Company.

22. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed M/s. P. Pincha & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the Company for the Year 2014-15. In accordance with the section 204 of the Act they have submitted their report in prescribed format and the same has been attached at Annexure-3.

The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

23. LOANS, GUARANTEES OR INVESTMENT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

24. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered into at arm's length in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have a potential conflict with the interests of the Company.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.mangalamcement.com/pdf/policy/ related_party_transaction_policy.pdf

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of employees are to be set out in the Directors' Report as an addendum or annexure thereto.

However, in line with the provisions of Section 136(1) of the Act, the Report and Accounts as set out therein, are being sent to all Members of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Member who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information required by Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is set out in the statement at Annexure-4 hereto and forms part of this Report.

27. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

A report on Corporate Governance is enclosed at Annexure-5 hereto and forms part of this Annual Report. The Auditors certificate on compliance with the provision of Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

28. COMPOSITION OF AUDIT COMMITTEE

In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Committee is as below:

Name of Member Category

Shri K. K. Mudgil - Independent & Non-Executive Director Chairman *

Smt. Aruna Independent & Non-Executive Director Makhan

Shri N. G. Khaitan Independent & Non-Executive Director

Shri K. C. Jain Non-Executive Director

* Shri K. K. Mudgil, Independent Non Executive Director of the Company passed away on 20th February, 2015. Shri N. G. Khaitan, Independent & Non Executive Director has been appointed as Chairman of the committee with effect from 4th May, 2015.

29. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organisation. The Whistle Blower Policy is available on the website of the Company.

30. PERFORMANCE EVALUATION

Pursuant to Clause 49 of the Listing Agreement read with provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter- alia, covered various aspects of the Board's functioning including its composition, execution and performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process.

31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors and key managerial personnel which is designed to attract, motivate and retain best talent.

This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and other employees of the Company. The compensation strategy revolves around getting the "best talent in the market". The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Company's remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components).

Remuneration by way of commission to the Non-Executive Directors is decided by the Board as permitted by the Companies Act, 2013 in line with the approval granted by shareholders.

32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 4,91,770/- during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government for the unclaimed dividends for the financial year 2006- 07, in compliance with section 125 of the Companies Act, 2013. The said unclaimed dividends were lying with the Company for a period of 7 years from their respective due dates of payment.

33. PUBLIC DEPOSITS

Your Company has neither invited not accepted any deposits from the public within the meaning of section 2(32) and 74 of the Companies Act, 2013 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

34. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st March, 2015 forms part of the audited accounts.

35. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year 2014-15;

National Safety Award (Mines) 2011[1st Prize] given by the Hon'ble President of India on lowest injury frequency rate.

25th Mines Environment and Mineral Conservation Week 2014-15 - Our Company has won the following prizes in various categories as follows :

SN Category Prize

1. Overall performance Third

2. Afforestation First

3. Top soil management Third

® Rajasthan State Energy Conservation Award (2nd Prize in Cement Sector) - Awarded the Second prize in Cement Sector for improvement in Energy Efficiency

CFBP (Council for Fair Business Practices) Jamnalal Bajaj Uchit Vyavahar Puraskar - Awarded by Former Hon'ble President of India Dr. A. P. J Abdul Kalam, for excellent work done in the field of CSR activities, Customer Satisfaction, Customer Communication, Employees motivation and Environmental Protection etc.

36. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Amal Ganguli, Director Aruna Makhan, Director N.G. Khaitan, Director Gaurav Goel, Director K.C. Jain, Director

New Delhi Vidula Jalan Executive Director

May 04, 2015 A.V. Jalan Executive Director


Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 38th Annual Report of the Company together with the Audited Accounts for the year ended 31st Inarch, 2014. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs in lacs) (Current Year Previous Year ended 31st ended 31st March, 2014 March, 2013

Net Sales/ Income from operations 69750.75 70604.11

Operating Profit before Finance Costs, 6057.80 15772.67

Depreciation and Tax

Less: Finance Costs 870.52 485.58

Gross Profit before Depreciation and Tax 5167.28 15289.09

Less: Depreciation (net of transfer from 2775.85 2508.15 Revaluation Reserve)

Profit before Tax 2595.45 10780.94

Less: Provision for Tax:

(a) Income Tax/MAT for current year (Net) 505.00 5220.00

(b) MAT Credit (505.00) -

(c) Income Tax for earlier years (288.54) 21.08

(d) Deferred Tax (278.64) (197.00)

Net Profit After Tax 2960.65 7756.86

Profit brought forward from previous year 59518.06 54255.05

Profit available for appropriation 42278.69 41991.89

APPROPRIATIONS

(a) Transfer to General Reserve 500.00 800.00

(b) Proposed Dividend on Equity Shares 800.81 1601.65

(c) Corporate Dividend Tax 156.10 272.20

(d) Balance carried forward to next year 41041.78 39518.06

Total 42278.69 41991.89

2. DIVIDEND

We recommend a dividend of Rs. 3.00 per equity share of Rs. 10/- each for the year ended 31st Inarch, 2014. The total outgo in this respect will be Rs. 936.90 lacs including corporate dividend tax.

3. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of the Directors'' Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In term of the provision of clause 49 of the Listing Agreement, the Management Discussion and Analysis is set out in this Annual Report.

5. RENEWABLE ENERGY

The Company owns 13 wind turbines with a total capacity of 13.65 NN generation per day. Total generation from all the turbines together during the year was 121.80 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

With the increase in overall production capacity from 2 million TPA to 3.25 million TPA your Company has present requirement of 33 NN of power and is 100% self-sufficient through its own generation.

7. NEW PROJECTS

During the year your Company has successfully started commercial production of additional clinker manufacturing capacity by 0.5 |V|TPA and also commenced trial run of new cement mill of 1.25 |V|TPA from which commercial production is expected to start in the first quarter of financial year 2014-15.

8. FINANCE

To meet the fund requirement for the ongoing projects and capex, the Company has been collectively sanctioned financial assistance to the tune ofRs. 360 crores which has been disbursed in full to the Company. Till 31st Inarch, 2014, the Company had utilised Rs. 340 crores.

9. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd (CARE) reaffirmed the rating of''CARE AA- ''(Double A minus assigned for long term facilities. The ''CARE AA rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns '' '' or ''-''signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its ''CARE Al '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities. ACAREA1 rating indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

10. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and inventories.

11. DIRECTORS

Shri K. C. Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Pursuant to the provisions of Sections 149, 150, 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 and Clause 49 of the Listing Agreement, it is proposed to appoint Shri K. K. M^dgil, Shri Amal Ganguli, Smt. ArunaMakhan, Shri N. G. Khaitan and Shri Gaurav Goel as Independent Directors of the Company for the period of 5 (Five) consecutive years commencing from the conclusion of the Company''s 38th Annual General Meeting to the conclusion of Company''s 43rd Annual General Meeting.

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 undersub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors at their meeting held on 13th May, 2014, subject to the approval of the shareholders at the ensuing Annual General Meeting, considered and approved the re-appointment of Shri A V Jalan and Smt. Vidula Jalan as Whole-time Directors (designated as Executive Directors) of your Company for a further term of three (3) years commencing from 1st April, 2014 to 31st March, 2017.

Details of the proposal for appointment of Directors are given in the Notice of the Annual General Meeting.

12. AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

13. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 14l(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

14. COST AUDIT

In terms of the provisions of Section 233B of the Companies Act, 1956, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors, to conduct the cost audit of your Company.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in preparation of the annual accounts for the year ended 31st M^arch, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that no material departure has been made therefrom;

(ii) the Directors 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 for the financial year ended 31st M^arch, 2014 and of the profit of the Company for that year ended on that date;

(iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis.

16. PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, in respect of the employees of the Company, is provided in the Annexure forming part of this Report.

In line with the provision of section 219(l)(b)(iv) of the Act, the Report and Accounts as set out therein, are being

sent to all Numbers of your Company and others entitled thereto, excluding the aforesaid information about the employees. Any Number who is interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

A Statement containing the information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in the statement annexed hereto and form part of this Report.

18. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your Company was in compliance with the provisions of Clause 49 of the Listing Agreement with the stock exchanges relating to corporate governance.

Report on Corporate Governance is enclosed as part of this Annual Report. The Auditors certificate on compliance with the provision of Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

19. PUBLIC DEPOSITS

Your Company has neither invited not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 during the year and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

20. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st Inarch 2014 forms part of the audited accounts.

21. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the lines Environmental and Numeral Conservation Week 2013-14 underthe aegis of the Indian Bureau of lines, Government of India, Ajmer:

First prize for Reclamation and Rehabilitation of Land;

First prize for Top Soil Management;

First prize for Publicity and Propaganda; and

Third prize for Sedimentation of Entrained Solids and SPN Before Discharging Nme Water into Watercourses

22. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Yours Faithfully KK Mudgil Director Amal Ganguli Director Aruna Makhan Director N.G Khaitan Director Gaurav Goel Director K.C Jain Director Place :Kolkata Vidual Jaan Executive Director Date :13thMay 2014 A.V Jalan Executive Director


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 37th Annual Report of the Company together with the audited statements of accounts for the year ended 31st March, 2013. The summarised Financial Results are given below:

1. FINANCIAL RESULT

(Rs. in lacs) Current Year ended 31st March,2013 Previous Year ended 31st March, 2012

Net Sales/ Income from operations 70604.11 63076.54

Operating Profit before Interest and Financial 13772.67 11009.13

Charges, Depreciation and Tax

Less: Interest and Financial Charges 483.58 310.83

Gross Profit before Depreciation and Tax 13289.09 10698.30

Less: Depreciation (net of transfer from Revaluation 2508.15 3204.49 Reserve)

Profit before Tax 10780.94 7493.81

Less: Provision for Tax:

(a) Income Tax for current year 3220.00 1598.60

(b) Income Tax for earlier years (Net) 21.08

(c) Deferred Tax (197.00) 296.42

Net Profit After Tax 7736.86 5598.79

Profit brought forward from previous year 34255.03 31117.69

Profit available for appropriation 41991.89 36716.48

APPROPRIATIONS

(a) Transfer to General Reserve 800.00 600.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 272.20 259.82

(d) Balance carried forward to next year 39318.06 34255.03

Total 41991.89 36716.48

2. DIVIDEND

We recommend a dividend of Rs. 6.00 per equity share of Rs.10/- each for the year ended 31st March, 2013. The total outgo in this respect will be Rs. 1873.83 lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Hon''ble High Court of Rajasthan, reversal of deferred tax liability excess provided in earlier years amounting Rs. 148.96 lacs has been transferred to the Securities Premium Account and deferred tax assets of Rs. 197.00 lacs have been credited to the Statement of Profit & Loss.

4. OVERALL PERFORMANCE

The Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of the Directors'' Report.

5. WIND TURBINES

The Company owns 13 Wind Turbines with a total capacity of 13.65 MW generation per day. Total Generation from all the turbines together during the year was 177.69 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT

Against the present requirement of 23 MW power, the Company has captive power plants of 35 MW capacity. On many occasions the Company has to keep one plant idle as the rates offered by the Government of Rajasthan and also on the Energy Exchange for purchase of power produced by the Company were not profitable. On increase in production of clinker capacity by 0.5 million TPA and new grinding unit by 1.25 million TPA, 100% captive capacity shall be utilised.

7. NEW PROJECTS AND CAPACITY EXPANSION

The work of optimisation and expansion of clinker manufacturing capacity by 0.5 mtpa and the cement grinding capacity by 1.25 mtpa is in full swing and all necessary efforts are being made to complete the project as per schedule and is expected to commence production by the end of 2nd quarter of 2013-14, subject to any unforeseen circumstance.

8. FINANCE

To meet the fund requirement for the ongoing project, the Company has been sanctioned financial assistance of Rs. 125.00 crores from HDFC Bank Limited. External Commercial Borrowing of USD 25 million equivalent to Rs. 135.07 crores from DBS Bank Limited and Rs. 100.00 crores from State Bank of India. During the year, the Company has availed Rs. 211.00 crores from the above mentioned banks.

9. CREDIT RATINGS

Your Directors are pleased to inform you that Credit Analysis & Research Ltd (CARE) reaffirmed the rating of ''CARE AA-''(Double A minus) assigned for long term facilities. The ''CARE AA'' rating is considered to offer a high degree of safety regarding timely servicing of financial obligations and indicates that such borrowings carry low credit risk. CARE assigns '' '' or ''-''signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s short term facilities. This is the highest rating for short term facilities. CARE

A1 rating indicates a strong capacity for timely payment of short term debt obligations and carries the lowest credit risk.

10. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and stocks.

11. DIRECTORS

Shri O.P.Gupta, Chairman of the Company has resigned from the office and Chairmanship of the Company effective from 31st March, 2013 due to his bad health. The Board expresses its sincere appreciation for his guidance and efforts in the progress of the Company during his tenure.

The Board has appointed Shri Amal Ganguli as an additional director of the Company from 11th February, 2013. He holds office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice from member under section 257 of The Companies Act, 1956 proposing the name of Shri Amal Ganguli for appointment as Director of the Company.

In accordance with Article 99 of the Articles of Association of the Company Smt. Vidula Jalan, Executive Director and Shri K.K.Mudgil, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The resumes of Shri Amal Ganguli, Smt. Vidula Jalan and Shri K.K.Mudgil are given in the Notice of Annual General Meeting.

12. AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.

13. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), the auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re- appointment, if made, shall be within the limits of Section 224 (1B) of The Companies Act, 1956. The Board recommends their re-appointment.

14. COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit the cost records of your Company for the year ended 31st March, 2013.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of the Annual Accounts, applicable accounting standards have been followed and that no material departure has been made therefrom;

(ii) 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 for the financial year ended 31st March, 2013 and of the profit of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

16. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of The Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, regarding employees is annexed.

17. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

18. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

19. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of The Companies Act, 1956 during the year.

20. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), a cash flow statement for the financial year ended 31st March, 2013 forms part of the audited accounts.

21. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year:

During the Mines Environmental & Mineral Conservation Week 2012-13 under the aegis of the Indian Bureau of Mines, Government of India, Ajmer:

S. No. Activities Prize

1 Reclamation & Rehabilitation of First prize Land

2 Water Pollution Second prize

3 Community Development Second prize

22. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, bankers and the district level authorities for the support extended to the Company from time to time. Shareholders'' appreciation of the Management''s efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance

Yours faithfully

K.C. Jain, Director

Aruna Makhan, Director

K. K. Mudgil, Director

Amal Ganguli, Director

N.G. Khaitan, Director

Gaurav Goel, Director

New Delhi Vidula Jalan, Executive Director

2nd May, 2013 A.V. Jalan, Executive Director


Mar 31, 2012

The have the pleasure in presenting the 36th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2012. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in lacs)

Current Year Previous Year ended 31st ended 31st March, 2012 March, 2011

Net Sales/ Income from operation 63076.54 49613.00

Operating Profit before Interest and Financial Charges, 11009.13 7107.79 Depreciation and Tax

Less: Interest and Financial Charges 310.83 219.46

Gross Profit before Depreciation and Tax 10698.30 6888.33

Less: Depreciation (net of transfer from Revaluation Reserve) 3204.49 2751.43

Profit before Tax 7493.81 4136.90

Less: Provision for Tax: (a) Income Tax /MAT for current year (Net) 1598.60 25.00

(b) Income Tax for earlier years - 455.76

(c) Deferred Tax 296.42 (168.00)

Net Profit After Tax 5598.79 3824.14

Profit brought forward from previous year 31117.69 29555.00

Profit available for appropriation 36716.48 33379.14

APPROPRIATIONS

(a) Transfer to General Reserve 600.00 400.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 259.82 259.82

(d) Balance carried forward to next year 34255.03 31117.69

TOTAL 36716.48 33379.14

2. DIVIDEND

We recommend a dividend of Rs. 6.00 per equity share of Rs.10/- each for the year ended 31st March, 2012. Total dividend outgo will be Rs. 1861.45 lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Hon'ble High Court of Rajasthan, deferred tax liability of Rs.28.39 lacs for the year has been adjusted from the Securities Premium Account. On reversal of deferred tax assets, Rs.296.42 lacs have been debited to the Profit & Loss Account in the Current Year.

4. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors' Report.

5. WIND MILLS

Company has 13 Wind Mills with a total capacity of 13.65 MW generation capacity. Total Generation from all the wind mills together during the year was 178.84 lacs Kwh.

6. CAPTIVE THERMAL POWER PLANT (CPP)

Against the present requirement of 25.10 MW power, Company has captive power plants of 35 MW capacity. On many occasions company has to keep one plant idle as purchase rate offered by the Government of Rajasthan and also in Energy Exchange were not profitable.

7. NEW PROJECTS AND CAPACITY EXPANSION

The Board re-examined the proposal to set up clinker grinding unit at Aligarh (U.P) and considering various factors like time required in getting environmental clearance from MOEF, it was decided to set up the clinker grinding unit at the existing site at Morak. Order for the increase in clinker manufacturing capacity by 5 lacs TPA and clinker grinding unit with a capacity of 1.25 million metric ton p.a. have been finalised.

The total capital expenditure estimated for both the plans is Rs.500 crores appx. which will be met partly by internal cash accruals and partly by loan from the Banks. Banks are being approached for sanction of the term loan.

8. FINANCES

The Company continued to be debt free as on 31st March, 2012, as there was no secured loan outstanding.

9. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) reaffirmed rating of 'CARE AA-'(Double A minus assign to for long term facilities. 'CARE AA' rating is considered to offer high safety for timely servicing of debt obligations. Such facility carries very low credit risk. CARE assigns ' ' or '-'signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed 'CARE A1 ' (A one Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. CARE A1 rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

10. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and stocks.

11. DIRECTORS

Shri K.C. Jain, Managing Director of the Company resigned as Managing Director of the Company effective from 1st April 2012.

The Board expressed its sincere appreciation and thanks for the efficient and unstinted efforts of Shri K.C. Jain for bringing the company out of BIFR and for the progress of the Company during his tenure as Managing Director of the Company.

The Board has appointed Shri K.C. Jain, Smt Aruna Makhan and Shri Gaurav Goel as Additional Directors of the Company w.e.f. 5th May 2012. They shall hold office up to the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notices from the members U/s 257 of the Companies Act, 1956 proposing the names of Shri K.C. Jain, Smt. Aruna Makhan and Shri Gaurav Goel for appointment as Director.

In accordance with Article 99 of the Articles of Association of the Company Shri N.G. Khaitan Director and Shri A.V. Jalan, Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting of the members of Company and being eligible, offer themselves for re-appointment.

The resumes of Shri K.C. Jain, Smt. Aruna Makhan, Shri Gaurav Goel, Shri N.G. Khaitan and Shri A.V Jalan are given in the Notice of Annual General Meeting.

12. MERGER OF MANGALAM TIMBER PRODUCTS LTD (MTPL)

In view of the long delay and uncertainty, all essential and vital parameters considered in approving the scheme of amalgamation including fair basis, now resulting in unfavourable share exchange ratio, the scheme of amalgamation of MTPL with the company was withdrawn. Consequently, Rs.30 crores advanced to MTPL has been converted into Inter-Corporate deposit repayable on demand with interest @ 12.5% pa.

13. AUDITORS' REPORT

Auditors' Report to the Shareholders does not contain any qualification, reservation or adverse remark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of your Company for the year ended 31st March, 2012.

16. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) 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 for Financial Year ended 31st March, 2012 and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

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

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provision of clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March 2012 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year: From the Director General, Mines Safety, Gwalior Region, Govt of India

S. No. Activities Prize

1 Overall Performance First prize

2 Opencast working, places, Plans First prize and Supervision

3 Explosives (Storage, Transport First prize and Use)

4 Transport Roads & Dust First prize suppression

5 Welfare Amenities & Protective First prize Equipment, Publicity propaganda and House keeping

6 Heavy Earth Moving Machinery First prize & Maintenance

7 Electrical Installation and Mine Second Lighting prize

During the Mines Environmental & Mineral Conservation Week 2011-12 under the aegis of Indian Bureau of Mines, Govt. of India Ajmer:

S. No. Activities Prize

1 Reclamation & Rehabilitation Second prize of Land 2 Afforesting/ Plantation Second prize

3 Water Harvesting Second prize

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders' appreciations of the Management's efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully, N. G. Khaitan, Director

K. K. Mudgil, Director

Aruna Makhan, Director

Gaurav Goel, Director

K. C. Jain, Director

New Delhi A. V. Jalan, Executive Director

5th May, 2012 Vidula Jalan, Executive Director


Mar 31, 2011

We have the pleasure in presenting the 35th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2011. The summarised Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in Lacs)

Current Year ended Previous Year ended 31st March, 2011 31st March, 2010

Gross Sales 56470.66 68183.82

Less: Excise Duty 7313.63 6814.74

Net Sales 49157.03 61369.08

Operating Profit before Interest and Financial Charges, Depreciation and Tax 7107.79 21145.35

Less: Interest and Financial Charges 219.46 196.16

Gross Profit before Depreciation and Tax 6888.33 20949.19

Less: Depreciation (net of transfer from Revaluation Reserve) 2751.43 2535.96

Profit before Tax 4136.90 18413.23

Less: Provision for Tax:

(a) Income Tax /MAT for current year (Net) 25.00 6700.20

(b) Income Tax for earlier years 455.76 -

(c) Deferred Tax Credit (168.00) (168.00)

Net Profit After Tax 3824.14 11881.03

Provision for Dividend for 2008-09 written back - 73.67

Corporate Dividend Tax provided in 2008-09 written back - 12.52

Profit brought forward from previous year 29555.00 20655.42

Profit available for appropriation 33379.14 32622.64

APPROPRIATIONS

(a) Transfer to general Reserve 400.00 1200.00

(b) Proposed Dividend on Equity Shares 1601.63 1601.63

(c) Corporate Dividend Tax 259.82 266.01

(d) Balance carried forward to next year 31117.69 29555.00

TOTAL 33379.14 32622.64

2. DIVIDEND

We recommend a dividend of Rs.6.00 per equity share of Rs.10/- each for the year ended 31st March, 2011. Total dividend outgo will be Rs.1861.45 Lacs including corporate dividend tax.

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Honble High Court of Rajasthan, deferred tax liability of Rs.1164.00 Lacs for the year has been adjusted from the Securities Premium Account. Deferred tax assets of Rs.168 lacs of the current year has been credited to the Profit and Loss Account

4. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors Report.

5. WIND MILLS

All the six wind mills of 1.25 MW capacity each installed at Jaisalmer, were commissioned in June, 2010 and with the commissioning of these wind mills, total capacity of wind mill power is 13.65 MW. Necessary steps have been taken to avail CDM benefit.

6. CAPTIVE THERMAL POWER PLANT (CPP)

The second Captive Thermal Power Plant of of 17.5 MW capacity was commissioned in February, 2011. Now the combined capacity of both the CPPs is 35 MW. As the Company has now surplus power, it will try to sell the surplus power when profitable rate is available.

7. NEW PROJECTS AND CAPACITY EXPANSION

The Board on re-examination of the project for expansion of plant capacity by 1.5 million MT p.a. at the existing site, considered it prudent to defer the project for the time being. Instead, the company has decided to move forward to set up a clinker grinding unit in the District of Aligarh, U.P. with an installed capacity of upto 1.25 million M.T. p.a. and barring any unforeseen circumstances, the unit is likely to be commissioned by the last Quarter of the financial year 2012-13.

The Company is also taking steps for upgradation of its existing plants for increasing clinker production by 5 Lac MT p.a.

The total capital expenditure estimated for both the plants is Rs.300 Cr appx which will be met partly by internal cash accruals and partly by loan from the Banks.

8. FINANCES

The Company continued to be debt free as on 31st March, 2011, as there was no secured loan outstanding.

9. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) has renewed and assigned to the Company CARE AA- rating for long term and medium term facilities. CARE AA rating is considered to offer high safety for timely servicing of debit obligations. Such facility carries very low credit risk. CARE assigns + or - signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed PR1+ (PR One Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. PR1+ rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

10. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and stocks.

11. DIRECTORS

Shri T.S.Vishwanath has resigned from the Directorship of the Company effective from 21st day of April, 2011.

The Board expressed its sincere appreciation and thanks for the efficient and matured advices of Shri T.S.Vishwanath given to the Board during the tenure of his office as Director of the Company.

Subject to necessary approval of the shareholders, the Board appointed Shri A.V.Jalan and Smt.Vidula Jalan as Whole-time Directors (designated as Executive Directors) of the Company w.e.f. 1st April, 2011. Extra-ordinary General Meeting (EOGM) of the shareholders has been convened on 29th April, 2011 at the Registered Office of the Company.

The current tenure of appointment of Shri K.C.Jain, Managing

Director, expires on 30th April, 2011 and your Directors have considered his re-appointment for further period of 3 years w.e.f. 1st May, 2011 on the terms and conditions set out in the Notice of the Shareholders at their ensuing Annual General Meeting.

In accordance with Article 99 of the Articles of Association of the Company Shri O.P.Gupta and Shri K.K.Mudgil, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the members of Company and being eligible, offer themselves for re-appointment.

12. MERGER OF MANGALAM TIMBER PRODUCTS LTD (MTPL)

The merger of Mangalam Timber Products Ltd (MTPL) with the Company through the judicial process is in progress. The Honble High Court of Rajasthan, Jaipur has directed convening of the meeting of unsecured creditors and shareholders of the Company which is scheduled to be held on Saturday, the 21st May, 2011 at the Registered office of the Company. The merger on approval by the Honble High Court of Rajasthan, Jaipur and Honble High Court of Orissa, Cuttack, will be effective from 1st April, 2010.

13. AUDITORS REPORT

Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of your Company for the year ended 31st March, 2011.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that :

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) 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 for Financial Year ended 31st March, 2011 and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

There is no employee during the year under review in respect of whom the particulars as required to be disclosed with reference to the Companies (Particulars of Employees) Rules, 1975 as amended.

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March, 2011 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year :

(a) During the First Mines Safety Week, 2010 of Hadoti Division, Gwalior Region celebrated under the aegis of Directorate General of Mines Safety, Govt of India, Dhanbad.

1. For Overall performance 1st prize.

2. Opencast working, places, plans and supervision 1st prize

3. Explosives (Storage, Transport and Use) 1st prize.

4. Transport roads and dust suppression 1st prize.

5. Welfare Amenities and Protective Equipment, 1st prize.

6. Publicity propaganda and House Keeping. 1st prize.

7. Electrical installation and Mines Lighting. 1st prize.

8. Heavy earth moving machinery and maintenance 2nd prize.

9. Vocational training 2nd prize.

10. In different trade tests 1st prize 29 and 2nd prize 3.

(b) During 21st Mines Environment and Mineral Conservation Week 2010-11 celebrated under the aegis of Indian Bureau of Mines, Ajmer.

1. For overall performance

1st and 2nd prize in cement Industry of Rajasthan.

2. Reclamation and Rehabilitation of land 1st prize.

3. For Environmental Protection and Mineral- Conservation 1st prize.

4. Afforestation and plantation 2nd prize.

5. Water pollution control 3rd prize.

6. Poster competition 3rd prize.

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders appreciation of the Managements efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully,

O. P. Gupta, Chairman

K. K. Mudgil, Director

K.C. Jain, Managing Director

New Delhi

The 27th day of April, 2011


Mar 31, 2010

We have the pleasure in presenting the 34th Annual Report of the Company with audited statements of accounts for the year ended 31st March, 2010. The summarized Financial Results are given below:

1. FINANCIAL RESULTS

(Rs. in Lacs)

Current Year ended Previous Year ended 31st March, 2010 31st March, 2009

Gross Sales 68183.82 64631.05

Less: Excise Duty 6814.74 8216.12

Net Sales 61369.08 56414.93

Operating Profit before Interest and Financial Charges, Depreciation and Tax 21145.35 16200.86

Less: Interest and Financial Charges 196.16 317.66

Gross Profit before Depreciation and Tax 20949.19 15883.20

Less: Depreciation (net of transfer from Revaluation Reserve) 2535.96 2426.95

Profit after depreciation 18413.23 13456.25

Less: Exceptional Items

Loss/Diminution on sale of Investment - 255.57

Profit before Tax 18413.23 13200.68

Less: Provision for Tax:

(a) Income Tax 6700.20 3449.63

(b) Deferred Tax Assets (168.00) -

(c) Fringe Benefit Tax - 34.65

Net Profit after Tax 11881.03 9716.40

Provision for Dividend for 2008-09 written back 73.67 -

Corporate Dividend Tax provided in 2008-09 written back 12.52 -

Profit brought forward from previous year 20655.42 14742.88

Profit available for appropriation 32622.64 24459.28

APPROPRIATIONS

(a) Transfer to general Reserve 1200.00 2000.00

(b) Proposed Dividend on Equity Shares 1601.63 1541.83

(c) Corporate Dividend Tax 266.01 262.03

(d) Balance carried forward to next year 29555.00 20655.42

TOTAL 32622.64 24459.28

2. DIVIDEND

The Board of Directors at its meeting held today has recommended dividend on Equity Shares for the year ended 31st March, 2010 as under:

(Rs. in Lacs)

31st March, 2010 31st March, 2009

On 2,66,93,780 Equity Shares of Rs.10 each as on 31.3.2010 @ Rs.6.00 per 1601.63 1541.83 share (Previous year Rs.5.50 per share on 28033198 Equity Shares)

Dividend Tax 266.01 262.03

1867.64 1803.86

3. DEFERRED TAX

In terms of the order dated 30th November, 2007 of the Honble High Court of Rajasthan, deferred tax liability of Rs. 585 Lacs for the year has been adjusted from the Securities Premium Account. Deferred Tax Assets of Rs. 540 Lacs which were adjusted in earlier years from the Securities Premium Account has been transferred to General Reserve and deferred tax assets of Rs. 168.00 lacs of the current year has been credited to the Profit and Loss Account

k. OVERALL PERFORMANCE

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors Report.

5. WINDMILLS

Considering various investment opportunities and CDM benefit available, the Company decided to install 6 more wind mills of 1.25 MW capacity each, at Jaisalmer. These wind mills are expected to be commissioned by June, 2010.

With the commissioning of these wind mills, total capacity of wind mill power will be 13.65 MW. Necessary steps have been taken to avail CDM benefit.

6. CAPTIVE THERMAL POWER PLANT (CPP)

One more CPP of 17.5 MW capacity is under installation and barring any unforeseen circumstances, the plant is expected to be commissioned by December, 2010. Since the company will be having surplus power, it will sell surplus power either to Jaipur Vidyut Vithran Nigam Ltd and/or through Indian Energy Exchange or to any agency of the Government, which is expected to increase the profitability of the Company.

7. BUY-BACK OF SHARES

During the year, the company bought back 13,39,418 Equity Shares at a total cost of Rs. 1003.90 Lacs and the shares so purchased were extinguished and the subscribed share capital of the Company has been reduced to that extent. Considering that the prevailing share price was higher than the price fixed by the company for buy-back, the Board decided on 30th July, 2009 to close the buy-back.

In accordance with the public announcement dt. 17th January, 2009, in total, the Company bought back 15,52,978 equity shares at a cost of Rs. 1118.59 Lacs which amounts to 52.03 % of the buy-back size offer at an average price of Rs. 72.03 per share out of general reserves.

8. NEW PROJECTS

The Companys appeal for granting Prospecting License for limestone bearing mining area in the District of Morena, M.P., was rejected by theHonble Mines Tribunal, New Delhi and the Company is examining possible course of action against the judgment.

Considering the global meltdown of the market, the plans for setting up of a 1.75 MTPA new cement manufacturing plant was deferred. With the revival of the economy and good demand of cement in future, the Company has decided to go ahead for setting up of a new cement manufacturing plant of 1.75 MTPA at the existing site.

9. FINANCES

During the year, the Company has repaid Rs. 654.65 Lacs to the State Bank of India, towards last installment of term loan availed for setting up of Captive Thermal Power Plant. The company has no secured debt as on date.

10. CREDIT RATINGS

Your Directors are pleased to inform that Credit Analysis & Research Ltd (CARE) has assigned to the Company CARE AA- rating for the long term and medium term facilities. CARE AA rating is considered to offer high safety for timely servicing of debt obligations. Such facility carries very low credit risk. CARE assigns + or- signs to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.

Further, CARE has re-affirmed PR1+ (PR One Plus) rating assigned to the short term facilities. This is the highest rating for short term facilities. PR1+ rating indicates strong capacity for timely payment of short term debt obligations and carries lowest credit risk.

11. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machinery and stocks.

12. DIRECTORS

The Board has appointed Shri Anshuman Vikram Jalan and Smt. Vidula Jalan as Additional Directors of the Company w.e.f. 30th July, 2009. They shall hold office upto the date of the ensuing Annual General Meeting (AGM). The Company has received requisite notices from the members U/s 257 of the Companies Act, 1956, proposing the names of Shri Anshuman Vikram Jalan and Smt. Vidula Jalan for appointment as Directors. They are the promoter Directors. The Board recommends their appointment.

In accordance with Article 99 of the Articles of Association of the Company, Shri N.G.Khaitan and Shri T.S.Vishwanath, retire by rotation at the forthcoming AGM of the Company and being eligible offer themselves for reappointment. The resumes of Shri Anshuman Vikram Jalan, Smt. Vidula Jalan, Shri N.G. Khaitan and Shri T.S. Vishwanath, are given in the Notice of Annual General Meeting.

13. AUDITORS REPORT

Auditors Report to the Shareholders does not contain any qualification, reservation or adverse mark.

14. STATUTORY AUDITORS

M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration No. 016746N), auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment and they have confirmed that their re-appointment, if made, shall be within the limits of Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

15. COST AUDIT

Pursuant to the directives of the Central Government under I provisions of Section 233-B of the Companies Act, 1956, a Cost Auditor has been appointed to audit Cost Accounts of I your Company for the year ended 31st March, 2010.

16. DIRECTORSRESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

(i) in preparation of Annual Accounts, applicable accounting standards have been followed and that no material departure has been made from the same;

(ii) they have selected such accounting policies and ; applied them consistently and made judgments and j estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for Financial Year ended 31st March, 2010 i and of the profit of the company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

17. PARTICULARS OF EMPLOYEES

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956, are set out in a separate statement attached hereto which forms part of this report.

18. PARTICULARS OF ENERGY CONSERVATION ETC.

Particulars as required to be disclosed as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the statement attached hereto and form part of this Report.

19. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this Annual Report. Certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

20. PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58(A) of the Companies Act, 1956 during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

21. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement(s), cash flow statement for the financial year ended 31st March, 2010 is annexed hereto.

22. AWARDS

Your Directors are pleased to inform that the Company has received the following awards during the year:

From Rajasthan Renewable Energy Corp (RERC), Govt of Rajasthan

(i) For Energy Conservation in cement sector for the year 2008-09-1st Prize From the Director General, Mines Safety, Ajmer Region, Govt of Rajasthan

(i) For Rehabilitation and Reclamation of land - 1 st Prize.

(ii) For Water Harvesting - 1 st Prize.

(iii) For Waste Dump Management - 3rd Prize.

(iv) For overall performance in mechanized open cast

Mines - 3rd Prize. National Safety Award (Mines)

The company has also been nominated for National Mines Safety Award for the year 2008.

The company was also conferred with high praises and accolades by the local and District Administration, for contribution to social welfare in the area for contributing for construction of hospital.

23. ACKNOWLEDGEMENTS

Your Directors place on record, their deep appreciation of the devoted services rendered by the employees of the Company who have contributed towards an excellent performance of the Company. Their grateful thanks are due to the State Government of Rajasthan, investors, Bankers and the District level authorities for their support extended to the Company from time to time. Shareholders appreciation of the Managements efforts expressed at the General Meetings of the Company are a great fillip to strive for better performance.

Yours faithfully,

O.P. Gupta, Chairman Kolkata K.K. Mudgil, Director

The 1 st day of May, 2010. K.C. Jain Managing Director

 
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