Directors Report of Udaipur Cement Works Ltd.

Mar 31, 2018

The Directors are pleased to present the 22^nd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs. in Lakh)

	2017-18	2016-17
Sales & Other Income	38,607.96	9,770.95
Profit / (Loss) before Interest & Depreciation	2180.75	385.23
Profit / (Loss) before Depreciation	(4557.32)	369.90
Depreciation	3032.48	489.20
Profit / (Loss) before Exceptional Items & Tax	(7589.80)	(119.30)
Exceptional Items - Net Income	273.83	404.12
Deferred Tax	(3000.00)	-
Other Comprehensive Income/(Loss)	(54.88)	(10.82)
Total Comprehensive Income/(Loss)	(4370.85)	274.00

PERFORMANCE

After commissioning of its integrated cement plant in March 2017, your Company has successfully run the plant operation and launched its "PLATINUM HEAVY DUTY CEMENT" brand which gained well acceptance in the nearby market. During the Financial Year 2017-18, the production scaled a new high at 10.72 Lakh tonnes with sales at 10.74 Lakh tonnes. The Company''s EBIDTA stood higher at Rs.2180.75 Lakhs during the Year compared to Rs.385.23 Lakhs in the previous Year. However, due to higher depreciation and finance cost, the Company suffered a net Loss of Rs.4370.85 Lakhs against a net profit of Rs.274.00 Lakh in the previous Financial Year.

OUTLOOK FOR INDIAN ECONOMY

Indian economic growth, after hitting a three-year low of 5.7% in the first Quarter of the Financial Year 2017-18, made an impressive comeback in the second Quarter to 6.3%, which further increased to 7.2% in the third Quarter and continued its upward climb to 7.7% in the fourth Quarter on the back of strong performance in manufacturing sector. With this, Indian Economy has regained its momentum and reclaimed ''world''s fastest growing economy'' tag from China. It is heartening to note that during the Year, there has been notable reduction in the fiscal deficit as a percentage of GDP.

Lower inflation coupled with healthy growth in direct as well as in indirect tax collection is a good sign for the industry as well for the economy. With emphasis on infrastructure and housing, we expect that cement demand will bounce back to respectable levels, signs of which are already visible during last a few months.

Yet there are some signs of worry as well. Weakening of Rupee against Dollar and rising crude oil prices will impact the industry and economy in terms of rising costs and reducing operating margins. To offset these cost pressure, it is important that there is healthy growth in demand which would lead to better capacity utilization and consequent reduction in the fixed cost. A good monsoon combined with robust growth in rural income and rural demand could well be the key to sustain the growth momentum.

Your Company has adequate systems and processes to continuously monitor the economic environment at macro and micro level, analyze the impact on the industry in general and the Company in particular such that proactive actions can be taken either to mitigate the risks or to make use of the arising opportunities.

INDUSTRY OVERVIEW - THREAT & OPPORTUNITIES

Government spending on large infrastructure development projects such as Highways, Freight Corridors, Industrial Corridors, Inland Water Ways, Ports, etc. has always been the key driver of growth in cement demand and boosting of industry sentiments. In addition to these, private spending on housing and real estate is also significant contributor to overall demand for cement in the country. Though the tough economic reforms such as demonetization in November 2016 and GST implementation in July 2017 did turn out to be dampener in demand growth but it now appears that the worst is over and the tide is gradually turning back.

Since last six months or so there has been a healthy growth in Cement Demand and we expect that this momentum shall now continue for a considerable long duration. This to some extent may provide some respite to the industry which at an aggregate level has nearly 40% surplus capacity, however, as witnessed in past, industry capacity utilization levels reaching in the vicinity of 80% provide a fresh trigger for new capacity additions. Hence, surplus capacity of ~20% seems to be a new industry norm. A reasonable surplus capacity is a good sign as it provides industry with a cushion to absorb unexpected surge in demand; especially when last a few years have seen a small percentage cement demand being substituted with other alternative construction materials. It is also an opportunity for the Industry to strive hard and expand the markets to those who till now have been non users.

The ''Housing for All'' initiative of the government of India and especially the rural is one such opportunity for the industry to reach out to those who would perhaps be the first time user of cement. This indeed is a very challenging task; as to reach out to this new emerging segment of the market. The distribution and logistics will have to penetrate deep inside into the pockets where they have never been before. It is satisfying to note that your Company is putting its best foot forward to tap these emerging segments of the demand. We are working to strengthen our distribution network in our core markets and in fact in a short span of one year, more than 70% of our sales are achieved through distribution network which in industry parlance is better known as trade channel.

However, rising fuel cost is one of the worry that the industry will have to grapple with for quite some time in this environment of global uncertainties. At the same time, it is also an opportunity for the industry to be more efficient and explore new alternatives. The potential of using municipal solid waste and other industrial waste materials as fuel is a bit under-explored in India and hence is an opportunity. Industry has taken a pledge to increase the usage of alternative fuels including the plastic waste and the recently notified Plastic Waste Management Rules 2016 provide industry an opportunity to work with local municipal bodies and turn the waste into wealth.

Your company is continuously striving to maximize the leveraging of emerging opportunities and also minimizing the impact of these threats. As the manufacturing operations are gradually stabilizing and are expected to improve the operational efficiencies, our efforts of consolidating our presence in the market would certainly lead to better operating performance in the times to come.

HUMAN CAPITAL MANAGEMENT

The Company is known for its people centric approach ever since its inception. The Company has adopted best HR practices for retaining talents in the Organisation. To name a few, we have been able to initiate HR initiatives afresh for developing learning culture and starting programmes on Emerging Leadership, Strengthening PMS system through SMART based KRAs, 360 degree feedback, Launching of various employee engagement activities viz. Quality circles, SGAs, CFTs, 5S activities etc. Besides suggestion scheme and structured communication process, various training programmes for employee skill development both on functional and behavioral aspects are being organised in a structured way befitting benchmark practices.

With a view to develop belongingness amongst the employees and considering need of social, cultural and spiritual developments, planned welfare activities are being conducted in the plant. In order to retain talent in the Organisation, we have focussed on various key parameters like recruitment, career development, performance management, award & recognition, executive coaching & mentoring, motivating employees, employee survey, exit interviews etc.

CSR activities are being carried out mainly in eight nearby villages of Plant and Mines areas. Your Company focuses on five basic community needs such as Education, Health, Sustainable Livelihood, Rural Development and Social Causes at large.

Way forward, the Company has reviewed its earlier twelve Core Competencies for talent assessment and adopted seven Core Competencies for its executive development plan. The Company is constantly improving on People Management Practices and taking every step to enrich our major HR thrust areas which in turn has helped the Company in getting excellence in development on Human Capital. This has also paved way for CII and Green Tech Foundation Awards for environment, health and safety.

Fair and consistent HR Policies followed by the Management ensure that Industrial Relations continue to be peaceful and cordial. Workers are given adequate opportunities/encouragement to share new ideas. Company also gives due weightage to job enrichment of workers and compensation.

ENVIRONMENT, HEALTH AND SAFETY

Occupational environment, health and safety has always been on the priority agenda of the Management. It is gratifying to note that your Company has received the ''Greentech Safety Gold Award-2017'', Certificate of appreciation from National Safety Council of India for appreciable achievement in Occupational Safety & Health for three years period: 2013-15, First Runner up for CII Northern Region Inter Industry Competition on Environment, Health and Safety Management and also received the First Prize for Publicity & Propaganda in Mechanized Opencast Mines (Group-A1) during Mine Safety Cleanliness and Silicosis Awareness Week 2017.

SHARE CAPITAL

During the Year, the Authorized Share Capital of the Company increased from Rs.200 Crore to Rs.250 Crore. As approved by the Members at the Annual General Meeting held on 10^th August 2017, the Company issued 50,00,000, 6% Optionally Convertible Cumulative Redeemable Preference Shares of Rs.100 each (OCCRPS), aggregating upto Rs.50 Crore to JK Lakshmi Cement Limited, the Holding Company (JKLC), on preferential basis on 10^th August 2017.

As per the Terms of Issue of OCCRPS, JKLC has exercised its right to convert 45,00,000 OCCRPS (part conversion out of 50,00,000 OCCRPS held) into Equity Shares of the Company. Consequently, 1,62,04,537 Equity Shares of Rs.4 each, fully paid-up, of the Company were allotted to JKLC on 10^th May 2018 @ Rs.27.77 per Share pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and the paid-up Equity Share Capital of the Company has increased from Rs.118.08 Crore to Rs.124.56 Crore.

INTERNAL CONTROL SYSTEM

The Company has in place adequate Internal Control System commensurate with the size and level of operations of the Company and the same were operating effectively throughout the year. The Internal Audit Team apart from submitting its Reports on the Audit Observations also submits its Report on the efficacy and adequacy of Internal Control Systems to the Chairman of Audit Committee of the Board. There are adequate checks & balances in place, wherein deviation from the systems laid-out are clearly identified and corrective actions are taken in the respective areas, wherever required.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Control Policies and Procedures in relation to the size and nature of operations of the Company. This ensures accuracy and comprehensiveness of the Financial & Accounting Records. These are adequate for safeguarding of its assets and effective towards prevention and detection of frauds and errors. The Policies and Procedures are also adequate for orderly and efficient conduct of business of the Company. During the year, no reportable material weaknesses were observed in the system.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31^st March 2018 in the prescribed Form MGT-9 is attached as Annexure ''A'' to this Report and forms a part of it.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into by the Company with JK Lakshmi Cement Ltd. (JKLC), the Holding Company and Hansdeep Industries & Trading Company Ltd. (HITCL), the Fellow Subsidiary during the Financial Year 2017-18, were within the limits of '' 750 Crore each, as authorized by the Members at the Annual General Meeting of the Company held on 17^th September 2016 (AGM) and were in due compliance with the applicable provisions of the Companies Act, 2013 (Act) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A Statement showing particulars of such contracts or arrangements entered into with JKLC & HITCL in the prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Act, is attached as Annexure ''B'' to this Report.

JKLC and HITCL continue to provide all requisite assistance and support including technical, financial and operational support to the Company in the normal course of business. The Board has recommended Resolutions seeking fresh omnibus approval of the Members by way of renewal for the Financial Year 2018-19 and onwards, within the limits already approved by the Members at the above AGM, in respect of Related Party Transactions that may be entered into with JKLC & HITCL, on an annual basis, as approved by the Audit Committee of Directors from time to time, in the ordinary course of business and on arm''s length basis. The Related Party Transaction Policy approved by the Board is available on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans given, guarantees or securities provided and investments made as required under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company has re-appointed Shri Rohni Kumar Gupta as a Whole-time Director of the Company, for a period of six months w.e.f. 1^st April 2018, subject to requisite approval of the Members at the forthcoming Annual General Meeting (AGM). Pursuant to Section 152 of the Companies Act, 2013 (Act), Shri Rohni Kumar Gupta also retires by rotation at the forthcoming AGM and being eligible offers himself for re-appointment. The Board recommends re-appointment of Shri Rohni Kumar Gupta.

Shri Ganpat Singh, Non-executive Director, resigned from the Directorship of the Company w.e.f. 20^th June 2018 owing to personal reasons. The Board places on record its appreciation of the valuable services rendered by him during the course of his tenure with the Company.

Shri Vinit Marwaha, a Director liable to retire by rotation, was appointed as an Independent Director of the Company by the Board w.e.f. 10^th May 2018 to hold office for a term of 5 consecutive years subject to requisite approval of the Members at the forthcoming AGM. The Company has received requisite Notice pursuant to Section 160 of the Act from Member and declaration from Shri Vinit Marwaha regarding his independence pursuant to Section 149 of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Board recommends appointment of Shri Vinit Marwaha as an Independent Director of the Company, not liable to retire by rotation.

Further, with a view to strengthen the Board, the Board appointed Smt. Vinita Singhania, Shri Shrivats Singhania, Shri Surendra Malhotra and Shri Naveen Kumar Sharma as Additional Directors of the Company w.e.f. 30^th June 2018. They shall hold such office of Directors upto the date of forthcoming AGM of the Company. Requisite Notices pursuant to Section 160 of the Act have been received from Members of the Company proposing their candidatures as Directors of the Company. The Board recommends appointment of Smt. Vinita Singhania, Shri Shrivats Singhania and Shri Naveen Kumar Sharma as Directors liable to retire by rotation. Approval of the Members is also sought for appointment of Shri Naveen Kumar Sharma as Whole-time Director of the Company for period of 3 years w.e.f. 1^st October 2018. The Board also recommends appointment of Shri Surendra Malhotra as an Independent Director of the Company for a term of 5 consecutive years w.e.f. 30^th June 2018. The Company has received requisite declaration from him regarding his independence pursuant to Section 149 of the Act and Listing Regulations. As an Independent Director, Shri Malhotra shall not be liable to retire by rotation.

All the Independent Directors of the Company have given requisite declarations confirming that they meet the criteria of independence as provided in Act and Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure ''C'' and forms part of it.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public.

AUDITORS

(a) Statutory Auditors and their Report

M/s Bansilal Shah & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 21^st Annual General Meeting (AGM) held on 10^th August 2017 until the conclusion of the 23^rd AGM to be held in the Year 2019, subject to ratification by the Members at subsequent AGM to be held in the year 2018 in accordance with the provisions of the Companies Act, 2013. However, pursuant to the Companies (Amendment) Act, 2017, the requirement of ratification of appointment of the Auditors on yearly basis has been dispensed with. The observations of the Auditors in their Report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2017-18. The Report given by him for the said Financial Year in the prescribed format is annexed to this Report as Annexure ''D''. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

(c) Cost Auditor and Cost Audit Report

M/s HMVN & Associates, Cost Accountants, conducted the Audit of cost records of the Company for the Financial Year ended 31^st March 2017 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India.

The Audit of the Cost Records of the Company for the Financial Year ended 31^st March 2018 is being conducted by the said Firm and their Report will be duly filed.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report as Annexure ''E''. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the forthcoming Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

During the Year under review, there was no change in the nature of business.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:

(a) Particulars of the four Board Meetings held during the Financial Year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, criteria for determining qualifications, positive attributes, independence of a Director, etc.

(c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

(d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

(e) Details regarding Risk Management.

COMPLIANCE OF SECRETARIAL STANDARDS

Based on the Secretarial Audit Report of the Secretarial Auditor, the Company has duly complied with the applicable Secretarial Standards on Meetings of the Board of Directors and General Meetings.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act 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) the 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; and

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere gratitude and appreciation to the Government of Rajasthan, other Government Authorities, Lending Institutions/ Banks for their continued support and cooperation. Your Directors also wish to place on record their sincere thanks to Dealers, Suppliers, Vendors, Customers and esteemed Shareholders of the Company for the faith and confidence reposed by them in the Company and its Management.

We also express deep sense of gratitude to JK Lakshmi Cement Limited, our Holding company and Hansdeep Industries & Trading Company Limited, a Fellow subsidiary, for all the timely financial, technical and operational support extended and for making turnaround and revival of the Company possible.

Your Directors also wish to acknowledge and sincerely appreciate Employees at all level of the Organization who have contributed for the growth of the Company and whose unstinted efforts has enabled the Company to move ahead in tough times.

CAUTIONARY STATEMENT

The Directors'' Report & Management Discussion and Analysis contains forward-looking statements, which may be identified by the use of words in that direction, or connoting the same. All statements that address expectations or projections about the future including but not limited to statements about your Company''s strategy for growth, product development, market positions, expenditures and financial results are forward looking statements.

Your Company''s actual results, performance & achievements could thus differ materially from those projected in such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.

On behalf of the Board of Directors

Vinit Marwaha R.K. Gupta

Place: New Delhi Director Whole-time Director

Date: 30^th June 2018 CFO & Company Secretary

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Mar 31, 2017

Dear Members,

The Directors are pleased to present the 21^st Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31^st March 2017.

PERFORMANCE

During the year, the Company’s overall performance has been satisfactory. It has achieved cement production of 2.71 Lac tonnes and sales of 2.75 Lac tonnes. The Company continues to lay emphasis on cost optimization at all levels. The Company has successfully completed its Revival and Rehabilitation Scheme with start of its commercial production from 31^st March 2017 at its integrated Cement plant at Udaipur. The dispatches of cement & clinker have since begun.

FINANCIAL RESULTS

Amount Rs. in Lacs

Particulars	2016-17	2015-16
Sales & Other Income	9770.95	10056.03
Profit / (Loss) before Interest & Depreciation	385.23	133.21
Profit / (Loss) before Depreciation	369.90	(94.52)
Depreciation	489.20	554.22
Profit / (Loss) before Exceptional Items & Tax	(119.30)	(648.74)
Exceptional Items - Net Income	404.12	244.27
Deferred Tax	-	(1186.85)
Other comprehensive Income	(10.82)	(1.54)
Total Comprehensive Income	274.00	780.84

PROGRESS OF THE PROJECT

The Company has commissioned its 1.24 MTPA clinkerisation facility in March 2017 making the unit an integrated cement plant with cement grinding capacity of 1.60 MTPA. The Company has so far spent Rs.763 Crores towards revival and rehabilitation of the Company with modernization and upgradation of its Cement Plant.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31^st March 2017 in the prescribed form MGT-9 is attached as Annexure ‘A’ to this Report and forms part of it.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or securities and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the financial statements.

RELATED PARTY TRANSACTIONS

As the Members are aware, the Company has been receiving technical and financial support from both JK Lakshmi Cement Ltd., the Holding Company (JKLC) and Hansdeep Industries & Trading Company Ltd., the Fellow Subsidiary (HITCL). The Company also does sourcing of its requirements of clinker & sale of cement/clinker etc. from the above companies. All the contracts or arrangements or transactions entered into by the Company with the said Related Parties were in the ordinary course of business and on arms’ length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A statement showing particulars of contracts or arrangements entered into with JKLC & HITCL in the prescribed Form AOC-2, pursuant to Section 134(3)(h) of the Act, is attached as Annexure ‘B’.

The Board has recommended resolutions for approval of the Members at the forthcoming Annual General Meeting in respect of Material Related Party Transactions to be entered into with JKLC in the ordinary course of business and on arm’s length basis.

The Related Party Transaction Policy approved by the Board is available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013 (Act), Shri Rohni Kumar Gupta retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting (AGM). The Board of Directors of the Company has also re-appointed Shri Gupta as Wholetime Director of the Company, for a term of one year w.e.f. 1^st April 2017, subject to requisite approval of Members of the Company at the forthcoming AGM. The Board recommends his re-appointment(s) as stated above.

Ms. Kumud Pahuja, Independent Director, resigned from the Directorship of the Company with effect from 18^th March 2017 owing to personal reasons. The Board places on record its appreciation for the valuable services rendered by Ms. Pahuja during her tenure as the Independent Director of the Company.

The Board has appointed Ms. Poonam Singh as an Additional (Independent) Director of the Company for a term of five consecutive years with effect from 14^th February 2017, subject to the approval of Members of the Company at the forthcoming AGM. In terms of Section 161 of the Act, Ms. Poonam Singh shall hold office as Director up to the date of the forthcoming AGM. The Company has received a notice in writing together with requisite deposit from a Member of the Company proposing her candidature as a Director. The Board recommends the appointment of Ms. Poonam Singh as an Independent Director of the Company.

All the Independent Directors of the Company have given requisite declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY ETC.

The details as required under Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure ‘C’ and forms part of it.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public.

AUDITORS

(a) Statutory Auditors and their Report

M/s Om Prakash S. Chaplot & Co., Chartered Accountants, were appointed as Auditors of the Company for a term of three consecutive years to hold the office from conclusion of the 18^th Annual General Meeting (AGM) held in the year 2014 till the conclusion of its 21^st AGM to be held in the year 2017, being the maximum permissible term. Accordingly, pursuant to Section 139 (2) of the Companies Act 2013, (Act) they will not be eligible for re-appointment as the Auditors of the Company at the forthcoming AGM.

The Board of Directors places on record its appreciation of the valuable services rendered by M/s Om Prakash S. Chaplot & Co., as the Auditors of the Company. The observations of the Auditors in their report on Accounts and the financial statements, read with the relevant notes are self-explanatory.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Bansilal Shah & Co., Chartered Accountants (Firm Registration Number: 000384W) as the Auditors of the Company for a period of two years commencing from the conclusion of 21^st AGM till the conclusion of 23^rd AGM pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of forthcoming AGM for approval by the Members.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Auditor to carry out Secretarial Audit of the Company for the Financial Year 2016-17. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure ‘D’. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

(c) Cost Auditor and Cost Audit Report

M/s. HMVN & Associates, Cost Accountants, Delhi conducted the audit of cost records of the Company for the Financial Year ended 31^st March 2016 and as required, Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India.

The Audit of the cost accounts of the Company for the Financial Year ended 31^st March 2017 is being conducted by the said firm and their Report will also be filed.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employee’s remuneration and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report as Annexure ‘E’. Further, Particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company upto the forthcoming AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the Financial Year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report also covers the following:

a) Particulars of the four Board Meetings held during the Financial Year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act 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) the 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; and

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and cooperation received from various Government Authorities, Lending Institutions and Business Associates. Your Directors also thank our valued customers and the esteemed Members for their trust and patronage.

Your Directors also wish to place on record their appreciation of the contribution made by the Company’s employees at all levels whose hard work, solidarity and indomitable spirit have made the Company’s revival possible. A special thanks to JK Lakshmi Cement Limited, our Holding company and Hansdeep Industries & Trading Company Limited, a Fellow subsidiary, to whom the Company owe a great deal of gratitude without whose support financial turnaround and revival of the Company would not have been possible.

On behalf of the Board of Directors

New Delhi (Onkar Nath Rai)

Date: 10^th May 2017 Chairman

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report along with the Audited financial statement of the Company for the financial year ended 31st March 2015.

SCHEME OF REHABILITATION

As you are aware, the Company has been moving progressively towards implementation of its Scheme of Rehabilitation sanctioned by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 13thJanuary 2012. After commissioning the Cement Mill in July 2013, the Company has been progressing in full swing for installation of its Pyroprocessing Plant with Waste Heat Recovery System, Overland Cross Country Belt Conveyor from captive mines to plant, Limestone Crusher at Mines etc. in the second phase of its modernization and upgradation. All major orders have been placed and many of the equipment have already been received at plant. Our Civil work is progressing as per schedule.

FINANCIAL RESULTS

(Amount in Rs. Lacs)

Particulars 31st Mar.2015 31st Mar.2014 (12 months) (18 months)

Sales & Other Income 10,566.66 3192.54

Profit / (Loss) before Interest & Depreciation 297.96 (68.89)

Profit / (Loss) before Depreciation (76.29) (103.90)

Depreciation 265.87 397.90

Profit / (Loss) before Exceptional Items & Tax (342.16) (501.80)

Exceptional Items - Net Income 126.04 736.56

Deferred Tax (1,211.28) -

Profit after Tax 995.16 234.76

OPERATIONS

During the year under review, the Company's cement production stood at 2.80 Lac tonnes & the sales at 2.84 Lac tonnes. The Company posted a net profit of Rs. 995.16 Lacs.

CAPEX

The Company has so far spent a sum of Rs.162.70 Crores towards Capex (including Capital Advances) on its ongoing modernization and upgradation of Cement Plant.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31st March 2015 in the prescribed form MGT-9 is attached as Annexure 'A' to this Report and forms part of it.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company did not give any loan or guarantee or provided any security or made any investments covered under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS

As you are aware, the Company sources clinker from JK Lakshmi Cement Ltd. (JKLC), Holding Company and also sells cement to JKLC, besides directly selling cement in the market under the brand name "JK Lakshmi Cement", in the ordinary course of business and on arms' length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement.

Particulars of contracts or arrangements with JKLC pursuant to Section 134 (3) (h) of the Act in the prescribed Form AOC-2 is attached as Annexure 'B'.

The Board has recommended a resolution for approval of the Shareholders by means of Special Resolution in respect of material Related Party transactions entered into / to be entered into with JKLC in the ordinary course of business and on arm's length basis from the Financial Year 2014-15 and onwards, upto the limits specified in the said resolution.

The Related Party Transaction Policy approved by the Board is available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 of the Companies Act, 2013 (Act), the Shareholders at the Annual General Meeting (AGM) of the Company held on 18th August 2014, had appointed Shri O.N. Rai as Independent Director of the Company for a term of five consecutive years commencing from the date of the AGM. Shri Rai has given requisite declaration that he meets the criteria of independence as provided in Section 149 (6) of the Act and also Clause 49 of the Listing Agreement with the Stock Exchange.

Shri Ganpat Singh, retires by rotation and being eligible offers himself for re-appointment at the ensuing AGM.

The Board of Directors appointed Ms.Kumud Pahuja as an Additional Director of the Company pursuant to Section 161 of the Companies Act, 2013 effective from 21st March 2015. She shall hold office upto the date of the ensuing AGM.

Further, in terms of Section 203 of the Act, Shri Rohni Kumar Gupta, Whole-time Director, Chief Financial Officer & Company Secretary was appointed as "Key Managerial Personnel" (KMP) of the Company on the terms and conditions approved by the Shareholders in the aforesaid AGM. CONSERVATION OF ENERGY ETC.

The details as required under Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure 'C' and forms part of it.

DEPOSITS

In terms of the provision of Section 73 and 74 of the Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956) read with the relevant Rules, the Company does not accept any deposits.

AUDITORS

(a) Statutory Auditors and their Report

M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, have been appointed as Auditors of the Company to hold the office from the conclusion of the 18th Annual General Meeting held on 18th August 2014 until the conclusion of the 21st Annual General Meeting to be held in the year 2017, subject to ratification of the appointment by the members at the respective AGMs to be held in the years 2015 and 2016. Accordingly, being eligible, matter relating to the appointment of the Auditors will be placed for ratification by members at the forthcoming Annual General Meeting. The observations in their Report on Accounts and the financial statements, read with the relevant notes are self-explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Audit or to carry out the Secretarial Audit of the Company for the financial year 2014-15. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure 'D'. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

(c) Cost Auditor and Cost Audit Report

The Cost Audit for the financial year 2012-14 ended 31st March 2014 (18 months) was conducted by M/s. HMVN & Associates, Cost Accountants, Delhi and as required Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India.The Audit of the cost accounts of the Company for the financial year ended 31st March 2015, is being conducted by the said firm and their Report will also be filed.

PARTICULARS OF REMUNERATION

Information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration and other is annexed to this Report. However, as per the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the Registered Office of the Company during working hours.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE GOVERNANCE - including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Audit committee and Vigil Mechanism

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report.

The Corporate Governance Report which forms part of this Report, also covers the following:

a) Particulars of the four Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act 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) the 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; and

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

ACKNOWLEDGEMENTS

The Directors wish to thank the Bankers, Financial Institutions, Government Authorities, Shareholders, Debentureholders and the Employees of the Company for their continued support.

On behalf of the Board of Directors

New Delhi O.N. Rai

Date: 22 nd July 2015 Chairman

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Mar 31, 2014

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts of the Company for the 18 months period ended 31st March 2014.

SCHEME OF REHABILITATION

As you are aware, the Company has been moving progressively towards implementation of its Scheme of Rehabilitation sanctioned by the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 13th January 2012.The Company has commissioned the Cement Mill and Packing Plant as part of the first phase of upgradation and modernization of the plant. After getting necessary approval from Airport Authority of India for increase in desired height of Preheater for Kiln, the Company has now placed order for a modern Kiln (Pyro System) in the second phase of its modernization and upgradation. The project is progressing satisfactorily.

FINANCIAL RESULTS Amount in Rs. Lacs

31st Mar.2014 30th Sep.2012

Particulars

(18 months) (18 months)

Sales & Other Income 3192.54 4.83

Profit / (Loss) before (68.89) (486.79) Interest & Depreciation

Profit / (Loss) before (103.90) (486.79)

Depreciation

Depreciation (397.90) (1100.46)

Profit / (Loss) before (501.80) (1587.25)

Exceptional Items & Tax

Exceptional Items

736.56 324.93

(Net Income)

Profit / (Loss) after Tax 234.76 (1262.32)

OPERATIONS

During the period under review, the Company has restarted its operations by commissioning Cement Mill in the month of July 2013, after a long period of complete suspension of operations and has started dispatch of cement in the market under the brand name "JK Lakshmi Cement". During the period, the Company''s cement production stood at 0.95 Lac tonnes & the sales at 0.88 Lac tonnes. During the period under review, the Company posted a net profit of Rs. 234.76 Lacs. Actions regarding Pyro-processing Project have been taken up by the management and the work is under progress.

ECONOMY AND BUSINESS ENVIRONMENT

Indian economy has been suffering for last 2-3 years primarily on account of global recessionary conditions, high domestic inflation and weakening of Indian currency. These factors contributed to the fall in Country''s GDP growth which stood at 4.7% in 2013-14, slightly above the 4.5% growth in 2012-13. Similarly, the growth of the Indian Cement Industry has come down to about 3% in 2013-14, which is the lowest in the last four years. Drop in cement demand was caused by general economic slowdown, low government spending on infrastructure projects, fall in construction activities, high inflation and interest rates, land acquisition and clearance issues.

OUTLOOK FOR CEMENT INDUSTRY & STRATEGIC IMPERATIVES

The Indian economy is expected to be back on the revival path with several new reforms expected to be executed by the new Government at the Centre. The recent presidential address in the joint session of the parliament has spread the news of ruling party''s intension to fast track growth of the country with GDP growth rate in double digit. Major demand drivers for cement industry are Dedicated Freight Corridor (DFC) of 3300 KMs with an estimated project cost of Rs. 800 billion, building of 100 Smart Cities, a far bigger expansion of National Highway Projects and Rural Housing Schemes of Government to construct approximately 20 million rural houses. This shall result in increased spending on the infrastructure sector which is expected to grow from 20% to 40% of the total Cement demand in next decade. Further, the Housing sector is also expected to show signs of revival in the coming years. Cement being a derived commodity would stand to gain with additional spending in Infrastructure and Housing sector. It is hoped that the Company shall achieve higher volumes with increased sales realization during the year because of bouncing back of cement demand.

INDIAN CEMENT INDUSTRY

Cement Industry which has been growing at a CAGR of over 8.5% till F.Y. 2010 had recorded a lower growth of about 3% in the financial year 2013-14. However, notwithstanding these intermittent years of lower growth, long term portends of the Indian cement industry are good and is expected to grow at 8 to 9% for the next one to two decades to meet the construction requirement of the growing Indian economy, both in the housing as well as infrastructure sectors.

SHARE CAPITAL

Pursuant to the Scheme of Rehabilitation sanctioned by the Hon''ble BIFR, 19,50,00,000 Equity Shares of Rs. 4 each were allotted at par to JK Lakshmi Cement Limited (JKLC) on 28th March 2014, whereby the paid up Capital of the Company has been increased from Rs. 40.08 Crores to Rs. 118.08 Crores. Consequently, the Company has become a subsidiary of JKLC with effect from the said date.

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal controls covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The internal control system is supplemented by extensive programme of internal audits covering all areas of Company''s significant operations.

The Audit Committee of Directors of the Company regularly reviews adequacy and effectiveness of the Company''s internal control systems and the Internal Audit Reports and compliance thereof and monitors implementation of audit recommendations.

HUMAN RESOURCES

After resuming the operations, the Company started rehabilitation activities deploying the workforces on the rolls of the Company. With the introduction of various HR interventions we had been able to gradually establish new HR culture in the organization and start our operations effectively.

To name a few, we have been able to initiate HR initiatives afresh for developing learning culture and starting programmes on Emerging Leadership, Strengthening PMS system through SMART based KRAs, 360° Assessment, Launching of Quality Circles, 5S Activities and introducing Cross Functional and Self Directed teams. Besides suggestion scheme and structured communication process, various training programmes for employee development, both on functional and behavioural aspects are being organised in a structured way befitting benchmark practices.

With a view to develop belongingness amongst the employees and considering need of social, cultural and spiritual developments, planned welfare activities are being started in the plant. In this series "Sneh Bhoj"– Community Feast - involving all employees and their family members, is being organised on the first day of every year including other stakeholders which has developed a very cordial atmosphere in and around our company.

DIRECTORS

Shri O.N. Rai, retires by rotation at the ensuing AGM and being eligible, is proposed to be appointed as Independent Director of the Company to hold office for a term upto five consecutive years from his appointment at the ensuing AGM.

Shri R.K. Gupta retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re- appointment at the ensuing AGM. Shri Gupta has been reappointed by the Board as Whole time Director of the Company for a period of two years w.e.f. 1st April 2014 subject to requisite approvals.

The Board recommends the appointments as aforesaid.

AUDITORS

M/s. Om Prakash S. Chaplot & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re-appointment. The observations of the Auditors in their Report on Accounts read with relevant notes are self explanatory.

COST AUDIT

The Cost Audit for the financial year 2011-12 ended 30th September 2012 (18 months) was conducted by M/s S.P. Gupta, Cost Auditor and as required, Cost Audit Report was duly filed with Ministry of Corporate Affairs, Government of India.

The Audit of the Cost Accounts of the Company for the financial year 2012-14 ended 31st March 2014 (18 months) is being conducted by M/s. HMVN & Associates, Cost Accountants, New Delhi and the Report will also be filed.

PARTICULARS OF EMPLOYEES

During the period under review, the Company had no employee in the category under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956, the Directors state that:

- in the preparation of the Annual Accounts,

the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the accounting policies have been selected

and applied consistently and judgments and estimates made 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 (18 months) and of the profit or loss of the Company for that period;

- proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the annual accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE

The Company believes in maintaining the highest standards of Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditors'' Certificate regarding due compliance of the conditions of Corporate Governance are made a part of this Annual Report.

CONSERVATION OF ENERGY, ETC.

Pursuant to Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed and forms part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued support and co- operation received from the financial institutions, banks, various Central and State government agencies, employees and esteemed shareholders of the Company.

On behalf of the Board of Directors

New Delhi O.N. Rai

Date : 15th May, 2014 Chairman

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Sep 30, 2012

To the Members,

The Directors present their 17th Annual Report and audited accounts of the Company for the 18 months period ended 30th September 2012.

SCHEME OF REHABILITATION

As you are aware, the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 13th January 2012 has finally sanctioned the Scheme of Rehabilitation of the Company (Scheme). In terms of the said Scheme, the entire principal amount of outstanding Secured Loans of the Company including 13.5% Debentures held by the Public Debenture holders, Financial Institutions and Banks were settled in full on One Time Settlement basis. The Company has also taken other necessary steps towards implementation of the said Scheme including payments to the Employees, Government Dues, Unsecured Creditors, allotment of Equity Shares etc. apart from settlement with the Secured lenders. After taking the possession of the plant and mines w.e.f. 23rd July 2012, the Company now undertaken the work towards upgradation and modernization of the Plant to make it cost effective, efficient and more viable.

During the period under review the Company posted a net loss of Rs. 1,262.32 lacs.

SHARE CAPITAL

Pursuant to the Scheme, the paid up Equity Share Capital of Rs. 6,337 lacs stood reduced to Rs. 2,534.80 Lacs and accordingly the Company issued 6,31,03,243 new Equity Shares of Rs. 4 each consequent to reduction of Capital. Further, 3,71,02,037 Equity Shares of Rs. 4 each were allotted as per the Scheme. With this, the paid up Equity Share Capital of the Company stood increased to Rs. 4008.21 lacs.

ECONOMY AND BUSINESS ENVIRONMENT

During the fiscal year 2011-12 the country recorded a GDP growth of 6.9%, a sharp drop from 8.5% achieved in the previous fiscal year. The fall in the GDP was primarily attributable to the recessionary conditions prevailing in the global market as also the high inflation, weakening rupees and uncondusive investment environment in the country.

Going forward the Indian economy is expected to be back on the revival path and with several new reforms announced / likely to be announced by the government. This shall result in increased spending on the infrastructure sector. Further, with the likely softening of the interest rates, the Housing sector is also expected to show signs of revival in the coming years. Cement being a derived commodity would stand to gain with additional spending in Infrastructure and Housing sector.

INDIAN CEMENT INDUSTRY

India is second largest producer of cement in the world .The cement capacity of large cement producers in India was 327 million tonnes at the end of March 2012 and this is likely to be increased to 350 million tonnes by the end of financial year 2012-13.

Cement Industry which has been growing at a CAGR of over 8.5% had recorded a slightly lower growth of about 7% in the financial year 2011-12 and the growth in the current financial year, so far, has not shown much revival. However, notwithstanding these intermittent years of lower growth, long term portends of the Indian cement industry are good and is expected to growth at 8 to 9% for the next one to two decades to meet the construction requirement of growing Indian economy, both in the housing as well as infrastructure sectors.

DIRECTORS

The Board has appointed Shri Ganpat Singh as Additional Director of the Company w.e.f. 1st November 2012. He shall hold office upto the date of the ensuing Annual General Meeting (AGM). The Company has received requisite Notice from a Member proposing the name of Shri Ganpat Singh for appointment as Director liable to retire by rotation at the AGM. The Board of Directors commends his appointment as aforesaid.

Shri Vinit Marwaha retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer himself for re-appointment.

AUDITORS

M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the Company, retires and is eligible for re- appointment. The observations of the Auditors in their Report on Accounts read with relevant notes are self explanatory,

COST AUDIT

M/s S.P.Gupta, who was appointed as Cost Auditor by the Board for the Financial Year 2011-12(18months), commencing from 1st April 2011, would submit his report for that Financial Year, within the permissible time. The Cost Audit Report for the previous financial year 2010-11 ended 31st March 2011 was filed by the Cost Auditor with the Ministry of Corporate Affairs, Government of India on 13.09.2011 (Due date 30.09.2011).

Shri SP Gupta has, however, expressed his inability for his further re-appointment as Cost Auditor to conduct Cost Audit for the financial year 2012-13, on the health grounds.

M/s HMNV & Associates, Cost Accountants, New Delhi has been appointed as Cost Auditors of the Company for the Financial Year 2012-13 commencing 1st October 2012, subject to approval of the Central Government.

PARTICULARS OF EMPLOYEES

During the period under review, there were no employees getting covered underthe provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your Directors state that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the. accounting policies have been selected and applied consistently and judgements and estimates made 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 or loss of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditor''s Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

CONSERVATION OF ENERGY, ETC.

Details as required under section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, are annexed.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge their appreciation for the continued and valuable co-operation received from Hon''ble BIFR, Financial Institutions, Banks, Government Authorities, Share holders, Debenture holders and the Employees of the Company.

On behalf of the Board of Directors

(R.K. GUPTA) (GANPAT SINGH)

DIRECTORS

New Delhi

Date: 28.12.2012

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Mar 31, 2011

To the Members

The Directors present the 16th Annual Report and Audited Accounts of the Company for the year ended 31st March 2011.

OPERATIONS

The plant operations continued to remain suspended throughout the year. During the period under review the Company posted a net loss of Rs. 36,85,490/-.

The Company continues to be registered with BIFR as a sick company. The company is trying to revive the plant with the help of Hon'ble BIFR under the "Sick Industrial Company (Special Provisions) Act, 1985"(SICA) and has submitted a rehabilitation scheme which has been sanctioned by Hon'ble BIFR in its hearing on 24.11.2010 subject to completion of certain conditions. BIFR is taking further necessary steps in accordance with the law for issue of the final sanctioned scheme.

The liquidity position of the Company continued to be extremely difficult. As a result, the company is finding it difficult to maintain essential services. In view of the difficult liquidity position, the Company has also not been able to make any payment to Financial Institutions, Banks and other creditors etc.

DIRECTORS

Shri O.N.Rai retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Shri S.K.Kinra has been appointed as a special Director on the Board of Directors of the company by Hon'ble BIFR w.e.f. 03.01.2011 until further orders or for a period of 5 years from the date of appointment or till the date on which he attains the age of 70 years, whichever is earlier.

AUDITORS

M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re- appointment. The Auditor's have confirmed that they hold a valid certificate issued by the "Peer Review Board" of Institute of Chartered Accountants of India (ICAI). The observations of the Auditors in their Report on Accounts read with relevant notes, are self explanatory.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees getting covered under the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your Directors state that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement.

- The accounting policies selected and applied are consistent and judgements and estimates made 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 or loss of the Company for the financial year ended 31st March 2011.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

COST AUDIT

Shri S.P.Gupta, Cost Accountant, Gurgaon has been appointed as Cost Auditors of the company for the Financial Year 2011-12 commencing IstApril 2011 as approved by the Central Government. Audit of the Cost Accounts of the company relating to'Cement'for the year ended 31st March 2011 will be conducted by the Cost Auditors and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

The Cost Audit Report for the financial year ended 31st March 2010 was filed by the Cost Auditor with the Ministry of Corporate Affairs, Government of India on 19.08.2010 (Due date 30.09.2010).

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate confirming compliance of the conditions of Corporate Governance form a part of this Annual Report.

CONSERVATION OF ENERGY, ETC.

Details as required under section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, are annexed.

ACKNOWLEDGEMENTS

The Directors wish to place on record and acknowledge their appreciation for the continued and valuable co-operation received from the, Financial Institutions, Banks, Government Authorities, Shareholders, Debentureholders and the Employees of the Company despite liquidity constraints faced by the Company.

On behalf of the Board of Directors



(R.K. GUPTA) (VINIT MARWAHA) DIRECTORS New Delhi Date .05.08.2011

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Mar 31, 2010

The Directors present the 15th Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

OPERATIONS

The plant operations continued to remain suspended throughout the year. During the period under review the Company posted a net loss of Rs.1,86,83,316/-.

The Company continues to be registered with BIFR as a sick company. The Company has submitted a Draft Rehabilitation Scheme (DRS) which has been circulated vide Honble BIFR order dated 06.01.2010. BIFR is taking further necessary steps in accordance with law.

The liquidity position of the Company continued to be extremely difficult. As a result, the company is finding it difficult to maintain essential services. In view of the difficult liquidity position the Company has also not been able to make any payment to Financial Institutions, Banks and other creditors etc.

DIRECTORS

Shri R.K.Gupta retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

AUDITORS

M/s. Om Prakash S Chaplot & Co., Chartered Accountants, Auditors of the Company, retire at the forthcoming Annual General Meeting (AGM) of the Company and are eligible for re-appointment. The observations of the Auditors in their Report on Accounts read with relevant notes, are self explanatory.

PARTICULARS OF EMPLOYEES

During the year under review, there were no employees getting covered under the provisions of Section 217(2A) of the Companies Act 1956 read with the

Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your Directors state that:

. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement.

. The accounting policies selected and applied are consistent and judgements and estimates made 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 or loss of the Company for the financial year ended 31st March 2010.

. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

COST AUDIT

The Audit of the Cost Accounts of the Company relating to Cement for the period ended 31st March 2010, is being conducted by the Cost Auditor who will submit their report for the period ended 31st March 2010, as required.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

CONSERVATION OF ENERGY, ETC.

Details as required under section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, are annexed.

ACKNOWLEDGEMENTS

The Directors wish to thank the Bankers, Financial Institutions, Government Authorities, Shareholders, Debentureholders and the Employees of the Company for their continued support despite liquidity constraints faced by the Company.

On behalf of the Board of Directors

(R.K. GUPTA) (VINIT MARWAHA)

DIRECTORS

New Delhi

Date : 05.07.2010