Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting the 42nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2018. The summarized Financial Results are given below:
1. FINANCIAL RESULTS (Rs, in Lacs)
Current Year ended 31st March, 2018 |
Previous Year ended 31st March, 2017 |
|
Net Sales/ Income from operations |
112532.47 |
104885.70 |
Operating Profit / (Loss) before interest, Depreciation |
||
and Tax and other amortisations (âEBIDTAâ) |
11044.22 |
13827.71 |
Less: |
||
Depreciation and Amortisation Expenses |
4421.11 |
4,031.46 |
(Net of transfer from Revaluation Reserve) |
||
Finance Costs |
4727.28 |
4748.94 |
Tax Expenses (net) |
757.64 |
1383.84 |
9906.03 |
10164.24 |
|
Net Profit / (Loss) for the year |
1138.19 |
3663.47 |
Other Comprehensive Income (net of tax) |
(0.38) |
(227.71) |
Total Comprehensive Income (after tax) |
1137.81 |
3435.76 |
2. DIVIDEND
We recommend a dividend of Re. 0.50/- (Paisa Fifty Only) per equity share of Rs, 10/- each for the year ended 31 st March, 2018. The total outgo in this respect will be Rs, 160.64/- Lacs including corporate dividend tax.
3. OVERALL PERFORMANCE
The Performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms a part Directors'' Report.
4. MANAGEMENT DISCUSSION & ANALYSIS
In term of the provision of Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis forms the part of this 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 156.10 lacs Kwh.
6. CAPTIVE THERMAL POWER PLANT
Your Company has a present requirement of 33MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1816.37 lacs Kwh.
7. NEW PROJECTS
During the period under review, the Board approved setting up of a 11 MW Waste Heat Recovery plant at existing factory at Morak, Kota.
8. FINANCE
During the period under review, the Company has issued Commercial Paper (CP) to the tune of Rs, 150.00 Crores. The instruments are rated "CARE A1 â by Credit Analysis & Research Ltd., the Credit Rating Agency.
The Directors has also approved the issuance of Non-Convertible Debentures on private placement basis for an amount up to Rs, 250.00 Crores in one or more tranches.
9. RISK MANAGEMENT
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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'' '' orsigns to be shown after the assigned rating (wherever necessary) to indicate the relative position within the band covered by the rating symbol.
CARE has also 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.
Further, CARE has re-affirmed its ''CARE A1 '' (A one Plus) rating assigned to the Company''s Commercial Paper issuance.
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 in Form MGT-9 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 2017-18. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
14. DIRECTORS
In accordance with the provision of Section 152 (6) and pursuant to the Articles of Association of the Company, Shri Anshuman Vikram Jalan, Executive Director of the Company, (DIN: 01455782)retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. 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 subsection (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_pro
gramme.pdf.
15. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134 (5) 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 the Key Managerial Personnel of the Company during the year under review:
(i) Smt. Vidula Jalan, Executive Director
(ii) Shri Anshuman Vikram Jalan, Executive Director
(iii) Shri Yaswant Mishra, President (Corporate) & CFO and
(iv) Shri Swadesh Agrawal, Asst. Vice President & 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, 2018 are
Sr No. |
Name of Director/CEO/CFO/ Company Secretary |
Designation |
Ratio of remuneration to median remuneration of the Employee of the Company |
Percentage increase in the remuneration for the Financial Year 2017-18 |
1 |
Smt. Aruna Makhan |
Independent and NonExecutive Director |
1.98 |
-26% |
2 |
Shri N. G. Khaitan |
Independent and NonExecutive Director |
1.50 |
-31% |
3 |
Shri Gaurav Goel |
Independent and NonExecutive Director |
1.61 |
-24% |
4 |
Shri K. C. Jain |
Non-Executive Director |
1.52 |
-34% |
5 |
Smt. Vidula Jalan |
Executive Director |
31.46 |
-6% |
6 |
Shri Anshuman Vikram Jalan |
Executive Director |
34.77 |
8% |
7 |
Shri Yaswant Mishra |
President (Corporate) & CFO |
NA |
8% |
8 |
Shri Swadesh Agrawal |
Asst. Vice President & Company Secretary |
NA |
11% |
Median remuneration of the Employees of the Company during the financial year: Rs, 4.54 lacs.
(ii) Percentage increase in the median remuneration of employees in the financial year 2017-18 is 4.02%.
(iii) There are 1007 Permanent Employees on the rolls as on 31st March, 2018 of the Company.
(iv) Explanation w.r.t average increase in remuneration and Company''s performance:
Net Profit for the financial year ended March 31,2018 was Rs, 1,138.19 lacs as compared to Rs, 3,663.47 lacs in the previous year. The increase in median remuneration was 12.15%.
(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The total remuneration of Key Managerial Personnel (KMP) increased by 3.78%. Net Profit was Rs, 1,138.19 lacs as compared to Rs, 3,663.47 lacs in the previous year. Increase in remuneration of KMP (net) is collective result of talent bought to table, Company''s business interest, industry standards and applicable regulatory framework.
(vi) Variations in the market Capitalization of the Company and PE Ratio
a. The market capitalization as on 31 st March, 2018 was Rs, 82,857 lacs. (Rs, 85,780 lacs as on 31st March, 2017).
b. Price Earnings ratio of the Company as at 31st March, 2018 : 72.86 (as at 31st March, 2017: 23.42).
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 BSE Ltd. and National Stock Exchanges of India Ltd.
(vii) Average Percentile increase in the Salaries of the Employees other than Managerial Personnel in financial year 2017-18 is 8.23% as compared to 3.78% increase in the Managerial Remuneration for the same period. Increase in salary in FY 2017-18 is mainly due to annual increment.
(viii) Key Parameters for any 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 95.55%.
(x) It is hereby affirmed that the remuneration paid is 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 Responsibility 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 |
Fxpcirtivf! Direct nr |
The Corporate Social Responsibility (CSR) Policy as approved by the Board is uploaded on the Company''s website at the web link:http://www.mangalamcement.com/pdf/policy/ corporate_social_responsibility_policy.pdf
19. AUDITORS''REPORT
The Auditors'' Report to the shareholders does not contain any qualification, reservation or adverse remark.
20. STATUTORY AUDITORS
M/s. Singhi & Co., Chartered Accountant, (Firm Registration Number 302049E),who are Statutory Auditors of the Company were appointed as the Statutory Auditors for a term of 5 years at the last Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013, and the Rules framed thereunder, for appointment as the Auditors of the Company. The Board recommends to the Shareholders ratification for their term of appointment as mentioned above at the ensuing Annual General Meeting of the Company. Such ratification will be obtained every year during their term of appointment.
21. COST AUDITOR AND COST AUDIT REPORT
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 the Cost Auditors, to conduct the cost audit of your Company. The Company has recommended their remuneration to shareholders for their ratification at the ensuing Annual General Meeting.
Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 06th September, 2017.The Report
does not contain any qualification, reservation or adverse remark.
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 2017-18.
The Secretarial Audit Report for the financial year 2017-18 forms part of this report as Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has re-appointed Mr. Pradeep Pincha of M/s P Pincha & Associates, Practicing Company Secretary as secretarial auditor of the Company for the financial year 2018-19.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance 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 N. G. Khaitan - |
Independent & Non- |
Chairman |
Executive Director |
Smt. Aruna Makhan |
Independent & Non Executive Director |
Shri Gaurav Goel |
Independent & NonExecutive Director |
Shri K. C. Jain |
Non-Executive Director |
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 behavior, 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 organization. The Whistle Blower Policy is available on the website of the Company.
30. PERFORMANCE EVALUATION
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 as well as of its Committees. 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.
The Independent Directors met on 12th February, 2018 to review the performance evaluation of the Non - Independent Directors and the entire Board of Directors. The Independent Directors are well satisfied with the functioning of the Board, its various committees and of the performance of the other Non-Executive and Executive Directors.
31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management 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 including the senior management personnel 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. NOMINATION AND REMUNERATION POLICY
The Company has in place a formal Nomination and Remuneration Policy formulated as per the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The extract of the policy is attached at Annexure - 6 to this Report.
33. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.
34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
During the year under review, the Company has not received any compliant under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. ENVIRONMENT, HEALTH AND SAFETY
Environment, Health and Safety (EHS) is one of the primary focus areas for your Company. Your Company''s EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate.
Your Company have planted over 10,230 saplings to ensure a dense green belt around the plant and mine areas. Company encourage its employees and their families to actively participate in our plantation drives.
Your Company conducted regular health camps to monitor the health of farmers and educate them about disease prevention and care. Company also provided financial assistance to several hospitals and also adopted CHC Morak under a scheme of the Government of Rajasthan and assisted its maintenance and refurbishment. Your Company organised healthcare camps for specially-abled people. A team of specialised doctors, in collaboration with the Government of Rajasthan made the event successful.
Activities |
No. of Patient(s) |
OPD |
12443 |
Periodic Health Check Up |
1362 |
Pulse Polio Drive |
1886 |
Audiometry |
162 |
In your Company safety is of utmost importance and a culture of safety is brought in, not just for the Company''s staff but also for contract workers, raw material suppliers and transporters etc. through training programs /communications.
36. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs, 12,24,336/- during the financial year 2017-18 to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of 7 years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend.
Further, in terms of Section 125(6) of the Companies Act,
2013 read with Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, the Company has transferred 105708 equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years to the IEPF Account established by the Central Government.
37. PUBLIC DEPOSITS
Your Company has neither invited nor 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.
38. CASH FLOW ANALYSIS
In conformity with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement for the financial year ended 31 st March 2018 forms part of the audited accounts.
39. AWARDS
Your Directors are pleased to inform that the Company has received the following awards during the year 2017-18;
- 18th National Award for Excellence in Energy Management 2017 for Energy Efficient Unit, received on 01.09.2017 from Confederation of Indian Industry (CM), Hyderabad.
- National Award for Best Improvement in Energy Performance in Manufacture of Blended Cements 2015 16, received on 08.12.2017 from National Council for Cement and Building Materials (NCBM), New Delhi.
- National Award for Best Improvement in Thermal Energy performance in 2016-17, received on 08.12.2017 from National Council for Cement and Building Materials (NCBM), New Delhi.
- Certificate of Excellence in Best Employer 2016 Awards Competition in the Category of Large Scale Industries (Cement/Chemicals/Process Group) for Excellence in Maintaining Harmonious Employer-Employee Relations, Effective Productivity Levels, Skill Development Innovation & Corporate Social Responsibility, received on 24.11.2017 from the Employers'' Association of Rajasthan, Jaipur.
- Certificate of Honour -1 st Prize in the field of Reclamation & Rehabilitation under the Group A-l (Fully Mechanized, Production More than 2 Million (MT) Mines, received on
13.01.2018 in 28th Mines Environment and Mineral Conservation Week
- Certificate of Honour - 3rd Prize in the field of Mineral Conservation under the Group A-l (Fully Mechanized, Production More than 2 Million (MT) Mines, received on
13.01.2018 in 28th Mines Environment and Mineral Conservation Week
- Certificate of Honour -1 st Prize in the field of Poster Competition under Employees Categoryon 13.01.2018 in 28th Mines Environment and Mineral Conservation Week
40. 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.
Aruna Makhan, Director N G Khaitan, Director
Gaurav Goel, Director K C Jain, Director
New Delhi Vidula Jalan, Executive Director
15th May, 2018 A V Jalan, Executive Director
Mar 31, 2017
The Directors have pleasure in presenting the 41st Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2017. The summarized Financial Results are given below:
1. FINANCIAL RESULTS (Rs. in Lacs)
Current Year ended 31st March, 2017 |
Previous Year ended 31st March, 2016 |
|
Net Sales/ Income from operations Operating Profit / (Loss) before interest, Depreciation |
104885.70 |
96871.67 |
and Tax and other amortizations (âEBIDTAâ) Less: |
13827.71 |
5126.92 |
Depreciation and Amortization Expenses (Net of transfer from Revaluation Reserve) |
4031.46 |
3665.89 |
Finance Costs |
4748.94 |
4594.47 |
Tax Expenses (net) |
1383.84 |
(987.23) |
10164.24 |
7273.13 |
|
Net Profit / (Loss) for the year |
3663.47 |
(2146.21) |
Other Comprehensive Income (net of tax) |
(227.71) |
41.91 |
Total Comprehensive Income (after tax) |
3435.76 |
(2104.30) |
2. DIVIDEND
We recommend a dividend of Rs. 0.75/- (Paisa Seventy-Five Only) per equity share of Rs. 10/- each for the year ended 31st March, 2017. The total outgo in this respect will be Rs. 240.96/Lacs including corporate dividend tax.
3. OVERALL PERFORMANCE
The Performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms a part Directors'' Report.
4. MANAGEMENT DISCUSSION & ANALYSIS
In term of the provision of Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis forms the part of this 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 170.79 lacs Kwh.
6. CAPTIVE THERMAL POWER PLANT
Your Company has a present requirement of 33MW of power and is 100% self-sufficient through its own generation. Total generation during the year was 1687 lacs Kwh.
7. NEW PROJECTS
The Company declared the commencement of commercial production of the new Grinding Unit of 0.75 Million Ton Per Annum (MTPA) at Aligarh on 19th September, 2016. The overall capacity of the Company is now enhanced from 3.25 MTPA to 4.00 MTPA of cement.
8. FINANCE
In March 2017, the Company has issued Commercial Paper (CP) to the tune of Rs. 50.00 Crores, i.e., 1000 units of Rs. 5 lacs each. The instruments are rated "CARE A1 " by Credit Analysis & Research Ltd., the Credit Rating Agency.
9. RISK MANAGEMENT
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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 in Form MGT-9 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 2016-17. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
14. DIRECTORS
In accordance with the provision of Section 152 (6) and pursuant to the Articles of Association of the Company, Shri Kamal Chand Jain, Non-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 Board of Directors at their meeting held on 11th February, 2017, 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, 2017.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under subsection (6) of Section 149 of the Companies Act, 2013.
The details of programmes for familiarization 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 (5) 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 the Key Managerial Personnel of the Company during the year under review:
(i) Smt. Vidula Jalan, Executive Director
(ii) Shri Anshuman Vikram Jalan, Executive Director
(iii) Shri Yaswant Mishra, President (Corporate) & CFO and
(iv) Shri Swadesh Agrawal, Asst. Vice President & 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, 2017 are: -
Sr No. |
Name of Director/CEO/CFO/ Company Secretary |
Designation |
Ratio of remuneration to median remuneration of the Employee of the Company |
Percentage increase in the remuneration for the Financial Year 2016-17 |
1 |
Smt. Aruna Makhan |
Independent and Non-Executive Director |
2.77 |
227% |
2 |
Shri Amal Ganguli |
Independent and Non-Executive Director |
2.31 |
261% |
3 |
Shri N. G. Khaitan |
Independent and Non-Executive Director |
2.24 |
476% |
4 |
Shri Gaurav Goel |
Independent and Non-Executive Director |
2.20 |
433% |
5 |
Shri K. C. Jain |
Non-Executive Director |
2.38 |
447% |
6 |
Smt. Vidula Jalan |
Executive Director |
34.72 |
92% |
7 |
Shri Anshuman Vikram Jalan |
Executive Director |
33.46 |
91% |
8 |
Shri Yaswant Mishra |
President (Corporate) & CFO |
NA |
18% |
9 |
Shri Swadesh Agrawal |
Asst. Vice President & Company Secretary |
NA |
20% |
Median remuneration of the Employees of the Company during the financial year: Rs. 4.37 lacs.
(ii) Percentage increase in the median remuneration of employees in the financial year 2016-17 is 12.17 %.
(iii) As on 31st March, 2017 there are 1067 Permanent Employees on the rolls of the Company.
(iv) Explanation w.r.t average increase in remuneration and Company''s performance:
Net Profit for the financial year ended March 31, 2017 was Rs. 3435.77 lacs as compared to Net Loss of Rs.2104.29 lacs in the previous year. The increase in median remuneration was 12.15%.
(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: The total remuneration of Key Managerial Personnel (KMP) increased by 56%. Net Profit was Rs.3435.77 lacs as compared to Net Loss of Rs. 2104.29 lacs in the previous year. Increase in remuneration of KMP (net) is collective result of talent bought to table, Company''s business interest, industry standards and applicable regulatory framework.
(vi) Variations in the market Capitalization of the Company and PE Ratio
a. The market capitalization as on 31st March, 2017 was 85780 lacs. (Rs.58620 lacs as on 31st March, 2016.)
b. Price Earnings ratio of the Company as at 31st March, 2017: 23.42 (as at 31st March, 2016: Nil)
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 BSE Ltd. and National Stock Exchanges of India Ltd.
(vii) Average Percentile increase in the Salaries of the Employees other than Managerial Personnel in financial year 2016-17 is 13.79% as compared to 15.40% increase in the Managerial Remuneration for the same period. Increase in salary in FY 2016-17 is mainly due to increase in headcounts at managerial & higher paid levels and annual increment.
(viii) Key Parameters for any 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 108.89%.
(x) It is hereby affirmed that the remuneration paid is 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 Responsibility 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 |
The Corporate Social Responsibility (CSR) Policy as approved by the Board is uploaded on the Companyâs website at the web link:http://www.mangalamcement.com/pdf/policy/ corporate_social_responsibility_policy.pdf
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), are the Statutory Auditors of the Company for more than 10 years. As M/s Jain Pramod Jain & Co., have completed their tenor of two terms of five years consecutive and also an additional period of 3 years as stipulated under Section 139 of the Companies Act, 2013 and shall be in the office of the Statutory Auditors only upto the conclusion of the forthcoming Annual General Meeting.
Your Company is proposing to appoint M/s Singhi & Co. (Firm Registration Number: 302049E), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 41st Annual General Meeting of the Company. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder, for their appointment as the Auditors of the Company. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
21. COST AUDITOR AND COST AUDIT REPORT
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. The Company has recommended their remuneration to shareholders for their ratification at the ensuing Annual General Meeting.
Your Company has maintained cost audit records pursuant to section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, in respect of the manufacturing activities are required. The cost audit report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs on 28.09.2016.
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 2016-17.
The Secretarial Audit Report for the financial year 2016-17 forms part of this report as Annexure - 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has re-appointed Mr. Pradeep Pincha of M/s P Pincha & Associates, Practicing Company Secretary as secretarial auditor of the Company for the financial year 2017-18.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 Companyâs 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance 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 N. G. Khaitan â |
Independent & Non- |
Chairman |
Executive Director |
Smt. Aruna Makhan |
Independent & Non Executive Director |
Shri Gaurav Goel |
Independent & NonExecutive Director |
Shri K. C. Jain |
Non-Executive Director |
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 behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.
30. PERFORMANCE EVALUATION
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 as well as of its Committees. 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 judgment, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process.
The Independent Directors met on 11th February, 2017 to review the performance evaluation of the Non - Independent Directors and the entire Board of Directors. The Independent Directors are well satisfied with the functioning of the Board, its various committees and of the performance of the other Non-Executive and Executive Directors.
31. KEY PARAMETERS FOR APPOINTMENT OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel and senior management 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 marketâ. The remuneration of the Executive Directors and KMPs including the senior management personnel 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. NOMINATION AND REMUNERATION POLICY
The Company has in place a formal Nomination and Remuneration Policy formulated as per the provisions of Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The extract of the policy is attached at Annexure - 6 to this Report.
33. INTERNAL FINANCIAL CONTROL
The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements.
34. ENVIRONMENT, HEALTH AND SAFETY
Environment, Health and Safety (EHS) is one of the primary focus areas for your Company. Your Company''s EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate.
Your Company have planted over 9,930 saplings to ensure a dense green belt around the plant and mine areas. Company encourage its employees and their families to actively participate in our plantation drives.
Your Company conducted regular health camps to monitor the health of farmers and educate them about disease prevention and care. Company also provided financial assistance to several hospitals and also adopted CHC Morak under a scheme of the Government of Rajasthan and assisted its maintenance and refurbishment. Your Company organised healthcare camps for specially-abled people. A team of specialized doctors, in collaboration with the Government of Rajasthan made the event successful.
Activities |
No. of Patient(s) |
OPD |
22420 |
Periodic Health Check Up |
885 |
Pulse Polio Drive |
766 |
Audiometry |
218 |
In your Company safety is of utmost importance and a culture of safety is brought in, not just for the Companyâs staff but also for contract workers, raw material suppliers and transporters etc. through training programs /communications.
38. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred a sum of Rs. 11,50,881/ - during the financial year 2016-17 to the Investor Education and Protection Fund established by the Central Government in compliance with section 125 of the Companies Act, 2013. The said amount represents unclaimed dividends which were lying with the Company for a period of 7 years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend.
39. PUBLIC DEPOSITS
Your Company has neither invited nor 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.
40. CASH FLOW ANALYSIS
In conformity with the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement for the financial year ended 31st March 2017 forms part of the audited accounts.
41. AWARDS
Your Directors are pleased to inform that the Company has received the following awards during the year 2016-17;
- Star Rating of Mines (4 Star) awarded by the Hon''ble Finance Minister, Union of India and Hon''ble Chief Minister of Chhattisgarh at the National Conclave on Mines and Minerals.
- SAP Ace Award for Running Real Time and Live Enterprise under the Innovation Driven Technology Adoption.
- The CFO innovation award 2016, awarded to Shri Yaswant Mishra, for excellence in ERP Transformation on Asia''s Platform.
- Awarded First Prize in large cement sector, Rajasthan at Rajasthan Energy Conservation Award 2016.
- Awarded First Prize in Reclamation and Rehabilitation and Third Prize in Publicity and Propaganda at the 27th Mines Environment & Mineral Conservation Week 2016-17.
- Recognition for Skill Development Initiatives awarded by the Union Minister of State in Finance & Corporate Affairs.
42. 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.
Aruna Makhan, Director
N G Khaitan, Director
Gaurav Goel, Director
K C Jain, Director
New Delhi Vidula Jalan, Executive Director
13th May, 2017 A V Jalan, Executive Director
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