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Directors Report of Raghoji Cement Manufacturing Co.Ltd.

Mar 31, 2010

The Directors arc pleased to present the 27th Annual Report together with the Audited Balance sheet for the 31st March, 2010 together with the Report of Directors and Auditors thereon.

1. Financial Results and Appropriations:

After converting the plant from White Cement, the company has already added the balance equipments to its Plant and is also negotiating with the suppliers to procure the Main Raw Materials like clinker, Flyash and gypsum for the production of Portland Blended Cement. The company has also made financial arrangements with IDB1 Bank and has taken necessary steps to start the plant. It is expected to commence commercial production by end of the financial year.

2. Dividend:

In absence of profits, your Directors do not recommend any dividend on Equity Shares as well as on Redeemable Preference Shares for the period under review.

3. Directorate:

Smt. Sharada Ashok Raghoji, Director of the company retires by rotation and being eligible offers herself for re-appointment.

4. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The requisite information with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Outgo and Earnings in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not required to be given, since the company has not commenced its commercial production.

5. Personnel:

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of employees) rules 1975, and forming part of Directors Report for the year ended 31-03-2010 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

6. Public Deposit:

During the period under review, your Company has neither accepted nor renewed any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

7. Auditors:

Dhanvant Patil & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would in conformity with the limits prescribed in the said section.

8. Auditors Report:

The observation made by the Auditors in their report is appropriately dealt with in the notes forming part of the accounts, which are self-explanatory.

9. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "C" and "D" respectively. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

10. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2) of the Companies Act, 1956, your directors hereby report that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31-03-2010.

(iii) the directors had taken proper and sufficient care for the 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) the directors have prepared annual accounts on a going concern basis.

11. Acknowledgements:

Your directors take this opportunity to express their appreciation for the co-operation extended to the company by Government of Karnataka, Bankers, employees of the company and others who are associated with the company.

Appreciation is taken on record for the continued support being extended by the Shareholders. On behalf of the Board

Place: Gulbarga Ashok Kumar Raghoji Sharada Ashok Raghoji

Date : 03-09-2010 Managing Director Director


Mar 31, 2009

The Directors are pleased to present the 26th Annual Report together with the Audited Balance sheet for the 9 months period ended from 01-07-2008 to 31-03-2009 together with the Reports of the Directors and Auditors thereon.

1. Financial Results and Appropriations:

After converting the plant from White Cement, the company has already added the balance equipments to its Plant and is also negotiating with the suppliers to procure the Main Raw Materials like clinker, Flyash and gypsum for the production of Portland Blended Cement. As soon as proper arrangements are entered into, the company may commence Commercial Production.

2. Dividend:

In absence of profits, your Directors do not recommend any dividend on Equity Shares as well as on Redeemable Preference Shares for the period under review.

3. Directorate:

Smt. Meena Serrao, Director of the company retires by rotation and being eligible offers herself for re-appointment.

4. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The requisite information with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Outgo and Earnings in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not required to be given, since the company has not commenced its commercial production.

5. Personnel:

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of employees) rules 1975, and forming part of Directors Report for the year ended 31-03-2009 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

6. Public Deposit:

During the year under review, your Company has neither accepted nor renewed any Deposits from the public within the meaning of Section 58 A of the Companies Act, 1956.

7. Auditors:

Dhanvant Patil & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and is eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would in conformity with the limits prescribed in the said section.

8. Auditors Report:

The observation made by the Auditors in their report is appropriately dealt with in the notes forming part of the accounts, which are self explanatory.

9. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "C" and "D" respectively. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

10. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2) of the Companies Act, 1956, your directors hereby report that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that ace reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 -03-2009;

(iii) the directors had taken proper and sufficient care for the 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) the directors have prepared annual accounts on a going concern basis.

11. Acknowledgements:

Your directors take this opportunity to express their appreciation for the co-operation extended to the company by Government of Karnataka, Bankers, employees of the company and others who are associated with the company.

Appreciation is taken on record for the continued support being extended by the Shareholders.

On behalf of the Board

Place : Gulbarga Ashok Kumar S. Raghoji Sharada Ashok Ragboji

Date : 14-08-2009 Managing Director Director

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