Directors Report of Trinetra Cement Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Twenty-ninth Annual Report together with the audited accounts for the year ended 31^st March 2016.

FINANCIAL RESULTS

(Rs. in Lakhs)

	Forth	year
	ended 31	st March
	2016	2015
Profit / (Loss) before Interest
& Depreciation	7761.25	4846.52
Less: Interest	3155.75	3682.48
Less: Depreciation	3633.28	3546.84
Less: Forex Fluctuation Loss	40.25	34.89
Profit / (Loss) before Tax	931.97	(2417.69)
Provision for Tax	0.00	0.00
Profit / (Loss) after Tax	931.97	(2417.69)

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year ended 31^st March, 2016.

OPERATIONS

The performance of the Company has been discussed in detail in the "Management Discussion and Analysis" section. The Company achieved its highest ever clinker and cement production during the year under review. The clinker production was 9.78 lakh tonnes (8.68 lakh tonnes) while the cement production was at 13.46 lakh tonnes (12.10 lakh tonnes). The sale of cement was also brisk at 13.47 lakh tonnes (12.22 lakh tonnes). The Company achieved significant economies in cost through better blending, higher kiln output and reduction in power consumption.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2) of Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [SEBI (LODR) Regulations 2015] a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015, a report on Corporate Governance along with Auditors'' Certificate confirming its compliance is included as part of the Annual Report of the Company.

AMALGAMATION WITH THE INDIA CEMENTS LIMITED

The Scheme of Amalgamation between the Company and Trishul Concrete Products Limited with The India Cements Limited has been approved by the shareholders at the Court Convened Meeting held on 25.03.2015. Petitions have been filed in the Hon''ble High Court of Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for sanction of the said Scheme.

MATERIAL CHANGES AND COMMITMENTS SINCE 31^st MARCH, 2016

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 1st April, 2016 and the date of this report other than those disclosed in the financial statements.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations 2015, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and mitigation thereof.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and Procedure commensurate with the size and nature of its operations and financial reporting.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 2015-16, no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees or provided security to any person or other body corporate during the financial year attracting the provisions of Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, ETC.

In terms of Section 134(3)(m) of the Companies Act, 2013 and the Rule 8(3) of Companies (Accounts) Rules, 2014, the information relating to Conservation of

Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A report on the CSR activities initiated voluntarily by the Company towards discharging its social responsibility during 2015-16 is given in Annexure 2.

VIGIL MECHANISM

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations 2015, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company''s website www.trinetracement.com.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions are presented to the Audit Committee and the Board on quarterly basis specifying the nature, value and terms and conditions of the transactions. Prior omnibus approval is obtained for transactions which are foreseen and repetitive nature. Particulars of contracts and arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 have been given in the prescribed form AOC-2 in Annexure 3. The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website www.trinetracement.com.

PUBLIC DEPOSITS

During the year under review, the Company neither invited nor accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also there were no outstanding public deposits at the beginning or end of the year.

INDUSTRIAL RELATIONS & PERSONNEL

Industrial relations continued to remain cordial during the year. No employee received remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No. MGT-9 is attached as Annexure 4 which forms part of this Directors'' Report.

DIRECTORS

Sri V.M.Mohan retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for reappointment. Resolution on his re-appointment as director, is included in the Notice convening the 29^th Annual General Meeting of the Company.

Under Section 149 of the Companies Act, 2013, Sri Arun Datta, Sri R.K.Das, Sri N.R.Krishnan, Sri L.Sabaretnam and Sri V.Manickam, were appointed as Independent Directors of the Company for a term of two consecutive years with effect from 30^th December 2014 to 29^th December 2016 or the date of 29^th Annual General Meeting of the Company, whichever was earlier. The Company proposes to reappoint Sri Arun Datta, Sri N.R.Krishnan, Sri L.Sabaretnam and Sri V.Manickam, as Independent Directors of the Company to hold office for a second term of 2 consecutive years from 28^th September, 2016 to 27^th September, 2018 and special resolutions for their re-appointments as Independent Directors of the Company are included in the Notice convening the 29^th Annual General Meeting of the Company.

Brief particulars of Directors eligible and proposed for re-appointment in terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015 are annexed to the Notice convening the 29^th Annual General Meeting. The Directors proposed for re-appointment are not related to each other.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are Sri T.S.Raghupathy, Chief Executive Officer, Sri R.Srinivasan, Chief Financial Officer and Sri S.Sridharan, Company Secretary (till 31.03.2016). Sri B. Srinivasa Rao has been appointed as Company Secretary with effect from 26^th May, 2016.

MANAGER

The Board of Directors has at the meeting held on 26^th May, 2016, based on the recommendation of Nomination and Remuneration Committee, reappointed Sri T.S.Raghupathy, Director, as ''Manager'' under the Companies Act, 2013 without any remuneration for a period of three more years with effect from 12^th November, 2016. Necessary resolutions seeking the approval of the shareholders for his re-appointment as ''Manager'' are included in the Notice convening the 29^th Annual General Meeting of the Company.

INDEPENDENT DIRECTORS

The declarations given by Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, have been received by the Company. The Company has been arranging training programmes for independent directors in a phased manner. The details of familiarization programme for Independent Directors are available on the Company''s website www.trinetracement.com.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and that of the directors individually the working of its Audit, Nomination and Remuneration and other Board Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation.

No remuneration, including sitting fee has been paid to any director. The remuneration of Key Managerial Personnel has been paid by the holding company, namely, The India Cements Limited.

BOARD MEETINGS

During the year, 4 Board Meetings were held. The details of meetings of the Board and its various Committees are given in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013.

"We confirm that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to any material departures;

2. such Accounting Policies have been selected and applied 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^st March, 2016 and of the profit of the Company for that year;

3. 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;

4. the annual accounts for the year ended 31^st March, 2016 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively;

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

AUDIT COMMITTEE

The Audit Committee has 3 members out of which 2 are Independent Directors. The details of composition of the Audit Committee are given in the Corporate Governance Report. There has been no instance, where the Board has not accepted any recommendation of Audit Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are proposed to be appointed as Statutory Auditors to hold office from the conclusion of the 29^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting.

The Company has obtained a written consent for their appointment as Auditors of the Company along with a Certificate confirming that the appointment, if made, would be in accordance with the conditions and criteria as prescribed under Section 141(3) of the Companies Act, 2013.

A resolution for the appointment of M/s.Chaturvedi SK & Fellows, Chartered Accountants as statutory auditors of the Company is included in the Notice convening the 29^th Annual General Meeting.

M/s. Chevuturi Associates, Chartered Accountants have been appointed as Internal Auditors for the year 2016-17.

Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2016-17 at a remuneration of Rs.1 lakh. The remuneration is subject to ratification of members and hence is included in the Notice convening the 29^th Annual General Meeting of the Company.

Pursuant to Section 204 of the Companies Act, 2013, Mrs.P.R.Sudha, Company Secretary in Practice, Chennai has been appointed as Secretarial Auditor of the Company for the year 2016-17.

The Secretarial Audit Report in Form No. MR-3, as prescribed under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial

A. Conservation of Energy:

(a) Energy conservation measures undertaken include:

i. Continuous process diagnosis studies to improve the outputs of the various sections which resulted in reduced power consumption during the year.

ii. The power factor improvement up to 0.99 under progress.

iii. Regular load study of all equipments to reduce the load losses.

iv. Further improvement of blending in cement to reduce the overall power consumption and thereby the reduction in carbon emission.

v. Fuller utilization of thermal power plant capacity and optimum utilization of IEX power during shut down of the power plant.

vi. Installation of higher size truck tippler to unload heavier vehicles to fully automate the unloading operation, reducing the handling losses.

Personnel) Rules, 2014, given by Mrs.P.R.Sudha for the Financial Year 2015-16, is enclosed as Annexure 5. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers for their continued support. The Directors also thank the Central Government and the State Governments for their support. The Directors are appreciative of the performance of the stockiest during the year. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

for and on behalf of the Board

Place: Chennai N.SRINIVASAN

Date : 26^th May, 2016 Chairman

---

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting their Twenty eighth Annual Report together with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

(Rs. in Lakhs) For the year ended 31st March 2015 2014

Profit / (Loss) before Interest & Depreciation 4846.52 4793.91

Less: Interest 3682.48 5377.61

Less: Depreciation 3546.84 3737.12

Less: Forex Fluctuation Loss 34.89 40.39

Profit / (Loss) before Tax (2417.69) (4361.21)

Provision for Tax 0.00 0.00

Profit / (Loss) after tax (2417.69) (4361.21)

DIVIDEND

In view of the loss incurred, your Directors do not recommend any dividend for the year ended 31st March, 2015.

OPERATIONS

The performance of the Company has been discussed in detail in the "Management Discussion and Analysis" section. During the year under review, the clinker production was 8.68 lakh tonnes (8.82 lakh tonnes). The cement production was maintained at 12.10 lakh tonnes (12.19 lakh tonnes) and the sale of cement was marginally higher at 12.22 lakh tonnes (12.13 lakh tonnes). The operating parameters showed further improvement during the year under review.

CURRENT PERFORMANCE & FUTURE OUTLOOK

During the first four months of the current fiscal, the clinker production improved sizably to 3.12 lakh tons (2.66 lakh tons) while the grinding was marginally lower at 4.05 lakh tons as compared to 4.18 lakh tons. The Cement sales was also lesser at 4.04 lakh tons against 4.24 lakh tons of the previous year. The prices which went down during the last two quarters of the previous year have started showing signs of improvement.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors' Certificate of its compliance is included as part of the Annual Report of the Company.

AMALGAMATION WITH THE INDIA CEMENTS LIMITED

The Scheme of Amalgamation between the Company and Trishul Concrete Products Limited with The India Cements Limited has been approved by the shareholders at the Court Convened Meeting held on 25.03.2015. Petitions have been filed in the Hon'ble High Court of Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for sanction of the said Scheme.

MATERIAL CHANGES AND COMMITMENTS SINCE 31st MARCH, 2015

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial Statements relate and the date of the report other than those disclosed in the financial statements.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the listing agreement, the Company has developed and implemented a Risk Management Policy. The Policy envisages identification of risk and procedures for assessment and minimisation of risk thereof.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has Internal Financial Control Policy and Procedures commensurate with the size and nature of its operations and financial reporting.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that during the year 20142015, no significant and material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees or provided security to any person or other body corporate attracting the provisions of Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, ETC.

In terms of Section 134(3)(m) of the Companies Act, 2013 and the Rule 8(3) of Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy. A report on the CSR activities initiated voluntarily by the Company towards discharging its social responsibility during 2014-15 is given in Annexure 2.

VIGIL MECHANISM

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Clause 49(II)(F) of the Listing Agreement, the Company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy is available at the Company's website www.trinetracement.com.

TRANSACTIONS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis. All the Related Parties Transactions are presented to the Audit Committee and the Board. Prior omnibus approval is obtained for transactions which are foreseen and repetitive nature, A statement of all related party transactions are presented before the Audit Committee and Board of Directors on quarterly basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts and arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 have been given in the prescribed form AOC-2 in Annexure 3. The Related Party transactions Policy as approved by the Board is uploaded in the Company's website www.trinetracement.com.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also there were no outstanding public deposits at the beginning or end of the year.

INDUSTRIAL RELATIONS & PERSONNEL

Industrial relations continued to remain cordial during the year. No employee received the remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No. MGT-9 is attached as Annexure 4 which forms part of this Board's Report.

DIRECTORS

Sri.R.Srinivasan has resigned as Director of the Company with effect from 11.02.2015. The Board expresses its appreciation of the valuable contribution made by Sri.R.Srinivasan during his tenure as Director. Ms.Rupa Gurunath was appointed by the Board as additional Director with effect from 11.02.2015 and she will hold her office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing her appointment as Director.

Sri.PL.Subramanian retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

Resolutions on appointment / reappointment of directors, as aforesaid, are included in the Notice dated 12th August, 2015 convening the 28th Annual General Meeting of the Company.

Brief particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of Listing Agreement are annexed to the Notice convening the 28th Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are Sri.T.S.Raghupathy Chief Executive Officer, Sri.R.Srinivasan, Chief Financial Officer and Sri.S.Sridharan, Company Secretary.

INDEPENDENT DIRECTORS

Under Section 149(6) of the Companies Act, 2013, Sri.Arun Datta, Sri.R.K.Das, Sri.N.R.Krishnan, Sri.L.Sabaretnam and Sri.V.Manickam, were appointed as Independent Directors of the Company to hold office for a term of two consecutive years with effect from 30th December 2014 to 29th December 2016 or the date of 29th Annual General Meeting of the Company, whichever is earlier.

The declarations given by independent directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013, have been received by the Company. The Company has been sponsoring independent directors for training programmes in a phased manner. The details of familiarisation programme for independent directors are available on the Company's website www.trinetracement.com.

ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of the directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration and other Board Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration for implementation.

No remuneration, including sitting fee has been paid to any director, in view of loss incurred by the Company. The remuneration of KMPs has been paid by the holding company, The India Cements Limited. Hence, the disclosures in terms of provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to remuneration, are not applicable to the Company.

BOARD MEETINGS

During the year, 6 Board Meetings were held. The details of board meetings and its various Committees are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013.

"We confirm that:

1. in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. such Accounting Policies have been selected and applied consistently and made judgements 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 31st March, 2015 and of the loss of the Company for that year;

3. 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;

4. the annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively;

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively."

AUDIT COMMITTEE

The Audit Committee has 3 members out of which 2 are Independent Directors. The details of composition of the Audit Committee are given in the Corporate Governance Report. There has been no instance, where the Board has not accepted any recommendation of Audit Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014, M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are proposed to be appointed as Statutory Auditors to hold office from the conclusion of the 28th Annual General Meeting until the conclusion of the 29th Annual General Meeting.

The Company has obtained a written consent for their appointment as Auditors of the Company along with a Certificate confirming that the appointment, if made, would be in accordance with the conditions and criteria as prescribed under Section 141(3) of the Companies Act, 2013.

A resolution for the appointment of M/s.Chaturvedi SK & Fellows, Chartered Accountants as statutory auditors of the Company by the Members, is included in the Notice dated 12th August, 2015.

Sri.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2015-16 at a remuneration of Rs.1 lakh. The remuneration is subject to approval of members and hence is included in the Notice dated 12th August, 2015 convening the 28th Annual General Meeting of the Company.

Pursuant to Section 204 of the Companies Act, 2013, Mrs.PR.Sudha, Company Secretary in Practice, has been appointed as Secretarial Auditor of the Company for the year 2015-16.

The Secretarial Audit Report in Form No. MR-3 given by Mrs.PR.Sudha, for the Financial Year 2014-15, as prescribed under Section 204(1) of the Companies Act, 2013 is attached as Annexure 5.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers for their continued support. The Directors also thank the Central Government and the State Governments for their support. The Directors are appreciative of the performance of the stockists during the year. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

for and on behalf of the Board

Place: Chennai N.SRINIVASAN Date : 12th August, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twentyseventh Annual Report together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

(Rs. in Lakhs) For the year ended 31st March

2014 2013

Profit / (Loss) before Interest & Depreciation 4793.91 8432.61

Less: Interest 5377.61 5075.22

Less: Depreciation 3737.12 3663.17

Less: Forex Fluctuation Loss 40.39 266.22

Profit / (Loss) before Tax (4361.21) (572.00)

Provision for Tax 0.00 0.00

Profit / (Loss) after tax (4361.21) (572.00)

DIVIDEND

In view of the loss incurred, your Directors do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

"We confirm

1. That in the preparation of the accounts for the year ended 31st March 2014, the applicable Accounting Standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgements 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 31st March 2014 and of the loss of the Company for the year ended on that date.

3. That proper and sufficient care has been taken 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.

4. That the annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis."

OPERATIONS

The performance of the Company has been discussed in detail in the "Management Discussion and Analysis" section.

The Company achieved further strides in its operations during the year under review. The Directors are glad to report the highest clinker production of 1.04 lakh tons during the month of March 2014. The clinker production for the year was 8.82 lakh tons (8.92 lakh tons). The cement production was up by 7% at 12.19 lakh tons as compared to 11.38 lakh tons and the sale of cement was also higher at 12.13 lakh tons (11.28 lakh tons). The operating parameters showed further improvement during the year under review. The plant has shifted to 100% Petcoke from the second quarter of the previous year which had stabilized during the year. Despite the improved volume, with the steep fall in the price in the market particularly in the second and third quarters, the Net Plant Realisation (NPR) per ton of cement came down sharply resulting in EBIDTA of Rs.48 crores as against Rs.84 crores in the previous year.

20 MW POWER PLANT

The power plant which was stopped on 19th April 2013 due to a minor explosion in the boiler was completely investigated, repaired and put back into operation in the month of February 2014 and has been working to its capacity. The operations did not suffer for want of power as it had sufficient units available from the National Power Exchange.

CURRENT PERFORMANCE

During the first 6 months of the current fiscal, the unit has achieved a clinker production of 4.17 lakh tons at the same level as that of previous year. The cement grinding was higher by 6% at 5.79 lakh tons and the sale was also up by 6% at 5.83 lakh tons against 5.50 lakh tons in the previous year. The prices have improved from its lowest levels in the previous year resulting in improvement in the bottom line.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors'' Certificate of its compliance is included as part of the Annual Report of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors at the meeting held on 26th May 2014. A report on the CSR activities of the Company during 2013-14 is given in Annexure.

AMALGAMATION WITH THE INDIA CEMENTS LIMITED

Application has been filed in the Honourable High Court of Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for completing the procedural requirements for the proposed Scheme of Amalgamation and Arrangement between this Company and Trishul Concrete Products Limited with The India Cements Limited.

FINANCIAL POSITION

The Company was discharged from the purview of SICA/ BIFR by the Board for Industrial and Financial Reconstruction (BIFR), vide its order No.277/98 dated 17th March 2009. However, as per the audited annual accounts as on 31st March 2010, the Company had become a potentially sick company in terms of Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the prescribed form was filed with BIFR on 11th October 2010. Even at the time of discharge of the Company from the purview of SICA, the accumulated losses were more than 50% of the peak net worth.

Consequent to the issue of Preference Share Capital during the years 2010-11 to 2012-13 aggregating to Rs.705 Crores in favour of The India Cements Limited, the holding Company, the net worth of the Company has increased substantially and the same was intimated to BIFR.

DELISTING OF EQUITY SHARES

In terms of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company voluntarily delisted its equity shares from Ahmedabad Stock Exchange Limited and Delhi Stock Exchange Limited in August, 2013 and September, 2014 respectively, as there was no trading of shares in the said stock exchanges.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there were no outstanding public deposits at the beginning or end of the year.

CONSERVATION OF ENERGY, ETC.

The prescribed details, as required under Section 217(1)(e) of the Companies Act, 1956, are set out in the Annexure ''A''.

PERSONNEL

Industrial relations continued to remain cordial during the year.

The Company has no employee drawing a salary of Rs.5,00,000/- per month or above or which in aggregate was not less than Rs.60 lakhs during the year.

DIRECTORS

Sri N.Srinivasan and Sri TS.Raghupathy retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Sri N.Srinivasan (F&R) resigned as Director of the Company with effect from 01.10.2014. The Board expresses its appreciation of the valuable contribution made by Sri N.Srinivasan (F&R) during his tenure as director. Sri V.Manickam was appointed as an independent director in the place of Sri N.Srinivasan (F&R) with effect from 12.11.2014.

Under Section 149(6) of the Companies Act, 2013, the Company proposes to appoint Sri Arun Datta, Sri R.K.Das, Sri N.R.Krishnan, Sri L.Sabaretnam and Sri V.Manickam, as independent directors of the Company and resolutions for their election as independent directors of the Company are included in the Notice dated 12.11.2014 convening the 27th Annual General Meeting of the Company.

Brief particulars of Directors eligible for appointment / re-appointment in terms of Clause 49 of the Listing Agreement are annexed to the Notice dated 12.11.2014 convening the 27th Annual General Meeting.

AUDITORS

M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are proposed to be appointed to hold office from the conclusion of the 27th Annual General Meeting until the conclusion of the 28th Annual General Meeting.

Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2014-15 subject to approval by the Government of India, at a remuneration of Rs.1 lakh. The remuneration is subject to approval of members and hence is included in the Notice dated 12th November, 2014 convening the 27th Annual General Meeting of the Company.

M/s.Brahmayya & Co., Chartered Accountants, Chennai, have been appointed as Internal Auditors for the year 2014-15.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers for their continued support. The Directors also thank the Central Government and the State Governments for their support. The Directors are appreciative of the performance of the stockists during the year. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

for and on behalf of the Board

Place: Chennai N.SRINIVASAN Date : 12th November, 2014 Chairman

---

Mar 31, 2013

The Directors have pleasure in presenting their Twentysixth Annual Report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lakhs) For the year

ended 31st March

2013 2012

Profit/(Loss) before Interest & Depreciation 8432.61 2680.57

Less: Interest 5075.22 3543.22

Less: Depreciation 3663.17 2820.78

Less: Forex Fluctuation Loss 266.22 497.62

Profit / (Loss) before Tax (572.00) (4181.05)

Provision for Tax 0.00 0.00

Profit / (Loss) after Tax (572.00) (4181.05)



DIVIDEND

In view of the loss incurred, your Directors do not recommend any dividend for the year ended 31st March 2013.

SHARE CAPITAL

During the year, the Authorised Share Capital of the Company increased from Rs.675 Crores to Rs.875 Crores. The Company has allotted 90,00,000 - 9% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs.100/- each fully paid-up, at par, amounting to Rs.90 crores to The India Cements Limited, the holding company, in November 2012, on adjustment of outstanding loans / advances.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

"We confirm

1. That in the preparation of the accounts for the year ended 31st March 2013, the applicable Accounting Standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgements 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 31st March 2013 and of the loss of the Company for the year ended on that date.

3. That proper and sufficient care has been taken 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.

4. That the annual accounts for the year ended 31st March 2013 have been prepared on a going concern basis."

OPERATIONS

The performance of the Company has been discussed in detail in the "Management Discussion and Analysis" section.

The Company achieved further improvement in the operations of the plant during the second full year of operations. The unit achieved its highest clinker production during the month of March 2013 at 0.96 lakh tons. The overall clinker production for the year was 8.92 lakh tons (7.80 lakh tons) with a growth of 14% while the cement production further improved to 11.38 lakh tons (10.07 lakh tons) and the sale of cement was brisk at 11.28 lakh tons as compared to 10.08 lakh tons in the previous year with a growth of 12%. The operating parameters further improved during the year resulting in lower power and fuel consumption with the stabilized operations of the plant.

With the usage of low cost petcoke at the plant, the fuel cost has been substantially brought down and the unit has turned into profit during the last quarter of the financial year.

With regard to acquisition of additional lands for expansion and for mining lease, the applications are processed by the State Government and the modalities are being worked out.

20 MW POWER PLANT

On 19th April 2013, there was a mechanical problem in the chain link conveyor feeding coal to the boiler which resulted in the breakdown of the power plant after a minor explosion. After complete investigation by the experts, necessary orders have been placed for replacing the damaged parts. Based on delivery time of the pressure parts and time required for dismantling and re-erection, it is expected that the power plant will be ready in another 4 to 5 months time. The Company has made necessary insurance claim covering this. The Company does not foresee any shortage of power due to the stoppage of power plant as there is sufficient quota available from State Electricity Board and also from the power exchange and private power producers.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors'' Certificate of its compliance is included as part of the Annual Report of the Company.

FINANCIAL POSITION

The Company was discharged from the purview of SICA/BIFR by the Board for Industrial and Financial Reconstruction (BIFR), vide its order No.277/98 dated 17th March 2009. However, as per the audited annual accounts as on 31st March 2010, the Company had become a potentially sick company in terms of Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the prescribed form was filed with BIFR on 11th October 2010. Even at the time of discharge of the Company from the purview of SICA, the accumulated losses were more than 50% of the peak networth.

Consequent to the issue of Preference Share Capital during the years 2010-11 to 2012-13 aggregating to Rs.705 Crores in favour of The India Cements Limited, the holding company, the networth of the Company has increased substantially and the same was intimated to BIFR.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there were no outstanding public deposits at the beginning or end of the year.

CONSERVATION OF ENERGY, ETC.

The prescribed details, as required under Section 217(1)(e) of the Companies Act, 1956, are set out in the Annexure ''A''.

PERSONNEL

Industrial relations were cordial during the year.

The Company has no employee drawing a salary of Rs.5 lakhs per month or above or which in aggregate was not less than Rs.60 lakhs during the year.

DIRECTORS

With profound grief, the Board condoles the demise of Dr.B.S.Adityan and Sri A.Sankarakrishnan, Directors of the Company, on 19th April, 2013 and 9th April, 2013 respectively. The Board records the excellent contribution made by Dr.B.S.Adityan and Sri A.Sankarakrishnan during their tenure as Directors of the Company.

Sri N.Srinivasan (Retd. Sr. Partner M/s. Fraser & Ross) was appointed as a casual vacancy director in the place of Sri A.Sankarakrishnan with effect from 20.05.2013.

Sri PL.Subramanian, Sri R.Srinivasan and Sri V.M.Mohan, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Brief particulars of Directors eligible for reappointment in terms of Clause 49 of the Listing Agreement are annexed to the Notice convening the 26th Annual General Meeting.

AUDITORS

M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2013-14 subject to approval by the Government of India.

M/s.Brahmayya & Co., Chartered Accountants, Chennai, have been appointed as Internal Auditors for the year 2013-14.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers for their continued support. The Directors also thank the Central Government and the State Governments for their support. The Directors are appreciative of the performance of the stockists during the year. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.



for and on behalf of the Board



Place: Chennai N.SRINIVASAN

Date:20th May, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting their Twenty fifth Annual Report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

For the year ended 31st March

2012 2011

Profit/(Loss) before Interest

& Depreciation 2680.57 92.60

Less: Interest 3543.22 879.07

Less: Depreciation 2820.78 513.53

Less: Forex Fluctuation Loss 497.62 -

Profit/(Loss) before Tax (4181.05) (1300.00)

Provision for Tax 0.00 0.00

Profit/(Loss) after Tax (4181.05) (1300.00)

DIVIDEND

In view of the loss incurred, your Directors do not recommend any dividend for the year ended 31.03.2012.

SHARE CAPITAL

During the year, the Authorised Share Capital of the Company increased to Rs.675 Crores from Rs.350 Crores. The Company has allotted 605,00,000 - 9% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs.100/- each fully paid up, at par, amounting to Rs.605 Crores to The India Cements Limited, the holding company, in February 2012, on adjustment of outstanding loans / advances.

RIGHTS ISSUE

The Company deferred its decision on the proposed rights issue in view of adverse market conditions.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

"We confirm

1. That in the preparation of the accounts for the year ended 31st March 2012, the applicable Accounting Standards have been followed.

2. That such Accounting Policies have been selected and applied consistently and made judgements 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 31st March 2012 and of the loss of the Company for the year ended on that date.

3. That proper and sufficient care has been taken 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.

4. That the annual accounts for the year ended 31st March 2012 have been prepared on a going concern basis."

OPERATIONS

The performance of the Company has been discussed in detail in the "Management Discussion and Analysis" section.

The Company's 1.5 million tonne per annum cement plant which commenced its operations in January 2011 stabilized in stages and has crossed one million tonne mark in its first full year of operation.

The 20 MW captive power plant has been commissioned during March 2012 and is expected to supply uninterrupted power during the current financial year.

The capacity of the limestone stacker and reclaimer was enhanced during the year after obtaining the additional area of land for that purpose.

During the second quarter of the financial year, the fly-ash handling system at Wankbhori Thermal Power Plant in Gujarat was also commissioned and has started supplying fly-ash to your Company.

With regard to acquisition of further lands for expansion and for mining lease, necessary applications have been made and are being processed by the State Government.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors' Certificate of its compliance is included as part of the Annual Report of the Company.

FINANCIAL POSITION

The Company was discharged from the purview of SICA/BIFR by the Board for Industrial and Financial Reconstruction (BIFR), vide its order No.277/98 dated 17th March 2009. However, as per the audited annual accounts as on 31st March 2010, the Company had become a potentially sick company in terms of Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the prescribed form was filed with BIFR on 11th October 2010. Even at the time of discharge of the Company from the purview of SICA, the accumulated losses were more than 50% of the peak net worth and the status has been continuing since then.

Consequent to the issue of Preference Share Capital as mentioned under the heading 'Share Capital' elsewhere in the report, the networth of the Company has increased substantially and the same was intimated to BIFR in February 2012.

REGISTERED OFFICE

The Hon'ble Company Law Board, Western Region Bench, Mumbai, has passed an order on 26th September 2011, confirming the shifting of the Registered Office of the Company from the State of Maharashtra to the State of Tamil Nadu. Consequently, the Registered Office of the Company has been shifted to "Dhun Building", 827, Anna Salai, Chennai 600002, with effect from 17th October 2011, after complying with requisite formalities.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there were no outstanding public deposits at the beginning or end of the year.

CONSERVATION OF ENERGY, ETC.

The prescribed details, as required under Section 217(1)(e) of the Companies Act, 1956, are set out in the Annexure 'A'.

PERSONNEL

Industrial relations were cordial during the year.

The Company has no employee drawing a salary of Rs.5,00,000/- per month or above or which in aggregate was not less than Rs.60 lakhs during the year.

DIRECTORS

Mr.N.R.Krishnan, Mr.A.Sankarakrishnan, Mr.L.Sabaretnam and Mr.T.S.Raghupathy retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

Brief particulars of Directors eligible for reappointment in terms of Clause 49 of the Listing Agreement are annexed to the Notice dated 25.04.2012 convening the 25th Annual General Meeting.

AUDITORS

M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

Mr.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for the year 2012-13 subject to approval by the Government of India.

M/s.Brahmayya & Co., Chartered Accountants, Chennai, have been appointed as Internal Auditors for the year 2012-13.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers for their continued support. The Directors also thank the Central Government and the State Governments for their support. The Directors are appreciative of the performance of the stock lists during the year. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

for and on behalf of the Board



Place: Chennai N.SRINIVASAN

Date : 25th April, 2012 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their Twentythird Annual Report together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rs.in Lakhs)

For the year

ended 31st March

2010 2009

Profit/(Loss) before Interest

& Depreciation 75.12 (568.49)

Less: Depreciation 7.37 11.72

Profit/(Loss) before tax and

exceptional items 67.75 (580.21)

Exceptional Items:

Interest Provision written back

on settlement of liabilities 0.00 65.15

Profit/(Loss) before tax 67.75 (515.06)

Provision for Tax 10.31 3.79

Profit/(Loss) after tax 57.44 (518.85)

DIVIDEND:

In view of the accumulated loss, your Directors do not recommend any dividend for the year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors make the following statement in terms of Section 217 (2AA) of the Companies Act,1956 with respect to Directors responsibility.

"We confirm

1. That in the preparation of the accounts for the year ended 31st March, 2010, the applicable Accounting Standards have been followed.

2. That such Accounting Policies have been selected and applied 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 31st March, 2010 and of the profit of the Company for the year ended on that date.

3. That proper and sufficient care has been taken 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.

4. That the annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis."

OPERATIONS:

The Company has discontinued operations in the zinc division and the cement division is yet to commence operations.

The sales and other incomes for the financial year under review were Rs. 163.03 lakhs as against Rs. 36.35 lakhs in the previous financial year. This mainly represents the profit made on sale of assets and certain provisions written back during the year. The Company registered the profit after tax of Rs.57.44 Lakhs, during the current financial year as against loss of Rs.518.85 lakhs in the previous financial year.

PROJECT:

The Company is in an advanced stage of completing the 1.50 million tonne per annum cement plant at Banswara, Rajasthan. The project is estimated to cost Rs.600 Crores. The company has arranged a term loan of Rs.300 crores to part finance the project and has availed Rs.160 crores out of this as on March 31, 2010. The Company has also proposed to implement 20 MW thermal based power generation plant as part of the cement project to secure the power requirements for the cement plant at Banswara. The EPC contract in this regard has already been placed and civil work has already commenced. The power plant is expected to be completed during April -June 2011.

OPEN OFFER:

During the year, 1CL Financial Services Limited (ICLFSL), the wholly owned subsidiary of The India Cements Limited, acquired 12.97% of the equity shares of the Company and entered into a share purchase agreement with the promoters of the Company to acquire an additional 39.73% of the equity shares of the Company. In terms of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 (Takeover Code) an open offer was made to non-promoter shareholders for acquiring their shareholding subject to a maximum of 20% of the paid up share capital of the Company at a price of Rs.22.50 per fully paid share. All the formalities under the Takeover Code were completed and ICLFSL presently holds 60.89% of Equity Share capital of the Company (including 8.19% acquired under open offer). Consequent to the acquisition of equity shares by ICLFSL, the Company has become a subsidiary of ICLFSL and ultimate subsidiary of The India Cements Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is given as addition to this report.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance along with Auditors Certificate of its compliance is included as part of the Annual Report of the Company.

FINANCIAL POSITION:

As reported in the last year the company had fully settled its dues and the liabilities to Financial Institutions and banks. In view of the companys net worth exceeding the accumulated losses and the company no longer being a sick company, it was discharged from the purview of SICA/BIFR by the Board for Industrial and Financial Reconstruction (BIFR) vide its order No.277/98 dated 17th March 2009.

As reported elsewhere in this report, The India Cements Limited, a cement major based in south has acquired controlling interest in the company through its subsidiary ICL Financial Services Limited, consequent to which your company has become the ultimate subsidiary of The India Cements Limited. The 1.5 million tonne cement project, which is under commissioning is being funded by way of term loan of Rs.300 crores from a consortium of banks and the balance is being funded by The India Cements Limited. While the funding from The India Cements Limited is presently in the form of "loans and advances", the company will be making a "Rights Issue" during the current year to repay a part of these loans. After successful completion of the proposed Rights Issue, the share capital of the company and hence the Net worth of the company will go up considerably. As on 31st March 2010, the company had an accumulated losses of Rs.35.15 crores and the net worth was Rs.43.68 crores, which was the peak net worth of the company in the preceding four financial years. Since the accumulated losses are more than 50% of the peak net worth, as per the relevant provisions of SICA, such fact is to be put up for consideration and adoption by members of the company and accordingly the relevant item has been included in the notice convening the twentythird Annual General Meeting. It may be mentioned here that even at the time of discharge of the company from the purview of SICA, the accumulated losses were more than 50% of the peak net worth and the status has been continuing since then. With the successful completion of the proposed Rights Issue as indicated earlier and also with the commissioning of the cement plant, the net worth of the company is expected to go up considerably.

PUBLIC DEPOSITS:

During the year under review the Company has neither accepted nor invited any public deposits within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits at the end of the year.

CONSERVATION OF ENERGY ETC.:

The particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

Total foreign exchange used and earned:



Current year Previous year

Used Rs./Crores 17.07 0

Earned RsVCrores 0 0





PERSONNEL:

The Company has no employee drawing a salary of Rs.2,00,000- per month or above or which in aggregate was not less than Rs.24 lakhs during the year.

DIRECTORS:

Consequent to divestment of share holdings by the previous Promoters, the Board of Directors of the Company was reconstituted by appointing the following persons as additional Directors:

- Mr.N.Srinivasan, Mr.T.S.Raghupathy, Mr.PL.Subramanian, Mr.R.Srinivasan and Mr.V.M.Mohan w.e.f. 9* October 2009;

- Dr.B.S.Adityan, Mr.Arun Datta, Mr.R.K.Das, Mr.N.R.Krishnan and MrASankarakrishnan w.e.f. 25th March 2010; and

- Mr.LSabaretnam w.e.f. 28th May 2010.

As per the provisions of Section 260 of the Companies Act, 1956, the aforesaid directors will hold their offices upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing the appointment of the above additional directors as Directors liable to retire by rotation and resolutions for their election as directors of the Company are included under "Special Business" in the Notice dated 13th August, 2010 convening the 23rd Annual General Meeting of the Company.

Information on Directors eligible for appointment in terms of Clause 49 of Listing Agreement is annexed to the Notice convening the 23rd Annual General Meeting.

During the year, the following Directors representing the previous promoters resigned from the Board.

- Mr.Manoj Agrawal, Mr.B.L.Kakrecha, Col.Nitin Bhatnagar and Mr.Ritesh Lunkad w.e.f. 9th October 2009 and

- Mr.Sanjay Agrawal and Mr.Surendra Kumar Nuwal w.e.f. 13th January 2010.

The Board expresses its appreciation of the contributions made by them during the tenure of their directorships.

REGISTERED OFFICE:

During the year, the Registered office of the Company was shifted from 601, Ravi Building, 189/191, Dr.D.N. Road, Near Central Camera House, Fort, Mumbai 400 001 to No.8, 2nd Floor, Kamanwala Chambers, Opp. Bombay Stores, Sir.P.M.Road, Fort, Mumbai 400001.

AUDITORS:

M/s.Chaturvedi SK & Fellows, Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers for their continued support.. The Directors also thank the Central Government and the State Governments for their support. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.





for and on behalf of the Board

Place: Chennai N. SRINIVASAN

Date : 13th August, 2010 Chairman