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70 295. tax on Dividend) .79 178.4 per Equity Share (40%) on the Equity Share Capital of Rs.97 330.11 295.Annual Report 2008-09 DIRECTORS‘ REPORT TO THE MEMBERS The Directors have pleasure in presenting the 69th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2009.70 77.00 102. the prices of coal and petcoke witnessed a sharp rise.4. OPERATIONS Sales & Other Income Profit before Interest & Depreciation Profit before Depreciation Profit after Tax Debenture Redemption Reserve Written back Surplus brought forward Amount available for appropriation Appropriations . During this period.67 During the year 2008-09 under review.05 crore with net sales at Rs.53 crore which corresponds to 11% growth over the previous year.30 60.61.63 17.16 crore) as against Rs.04 295.11. Our 36 MW Captive Thermal Power plant at Sirohi which was commissioned last year at a capital outlay of Rs.Surplus carried to Balance Sheet 1410. the Company has achieved a sales turnover of Rs. Both Production and Sales have registered a satisfactory growth of 11% and 10% respectively. The Company has been able to contain the freight cost despite the increase in fuel prices as also increase in the railway tariffs by optimizing market destinations as also rail-road distribution.12 223. though subsequently in the last quarter with the fall in the international prices.70 11.90 crore of the previous year.462 fully paid Equity Shares of Rs.07 316.28.59 357. The Dividend outgo for the current fiscal would amount to Rs.General Reserve .01 .18 crore (6. Company’s capacity utilization at 104% compares well with the Industry which operated at nearly 88%.63 crore (inclusive of dividend distribution tax of Rs. was impacted especially in the first half of the year by lower sales realization on one hand and steep hike in the input costs on the other.00 200. in Crore 2008-09 2007-08 DIVIDEND Your Directors are pleased to recommend a dividend of Rs.19 1293.10 each).152 core operated at 100% 12 – 77.17. however. the Company’s fuel cost was corrected to some extent.11 255. The profitability.1224.90 125.Dividend (incl.79.1404. FINANCIAL RESULTS Rs.07 255.01 28.

EXPANSIONS It is a matter of great satisfaction that despite the difficult conditions. however. saw a spurt in the demand.7 Million Tonne and has completed various 13 formalities with respect to the required licences. Considering the growth potential of this segment.65 Million Tonne per annum at the end of the previous financial year. seems inevitable in view of the additional capacities which are likely to fructify this year. 8th September 2008. Our Company is also setting up a Waste Heat Recovery Power Project involving estimated capital outlay of Rs. manufacturing Ready Mix Concrete under the brand name “JK Lakshmi Power Mix”. This has been possible with the continued emphasis on the infrastructure development and a comparatively less affected rural Indian economy.7%.capacity utilization during the year 2008-09. Its land acquisition activities are also well underway and moving satisfactorily. Guruswamy was withdrawn by LIC. the cement capacity of the Company stands raised to 4. During the first six months of the year. Shri Pradip Roy. the growth of cement consumption in India was only 6. generating 24 crore units as against 15 crore units in the previous year.e. the Company has been pursuing this value added line and has currently 11 fully operational State of the Art plants. taking the Industry’s cumulative yearly growth to nearly 8%.125 crore. A situation of considerable cement surplus in FY 2009-10. 10th November 2008. thereby resulting in savings in the power cost. in place of its earlier Nominee Director. The second half of the financial year. the consumption of Ready Mix Concrete (RMC) by the Indian Construction Industry is only 3 to 4%.f. which will be gradually expanded further. Although India is the second largest cement producer in the world with around 213 Million Tonne cement capacity.75 Million Tonne per annum as against 3. however. This would have a bearing on the pricing and the capacity utilization. an increase of over 30%. DIRECTORS Ms. with an annual capacity of 2.K. The Company is moving ahead with setting up of a new Greenfield Cement Plant at Durg in the State of Chattisgarh. Amita Narain has been nominated by IDBI on the Board w. w.f.e. Nomination of Shri V. as against over 60% in developed countries. The project is aimed to generate 12 MW of additional power at substantially lower cost and is likely to be commissioned by March 2011. the Company could complete in time its various Projects for enhancement in the clinkerisation capacity as well as setting up of a Split Location Grinding unit in Gujarat. which is substantially lower than the near doubledigit growth in the cement industry recorded in the previous three years. With the completion of these projects. Sustainability of this growth in cement consumption remains to be seen in the back-drop of the policies and emphasis of the new Government on the infrastructure development as also towards the housing sector.14%. . OUTLOOK The year under review has witnessed slowing down of the Indian economy as a fall out of the global crisis resulting in severe recession being faced by the world economy in general and the developed economies in particular. leading to a growth of 9.

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. retire and are eligible for re-appointment. Requisite particulars of the aforesaid subsidiary company pursuant to Section 212 of the Companies Act 1956 are appended. 5 lac has become wholly-owned subsidiary of the Company w.Annual Report 2008-09 The Board of Directors places on record its sincere appreciation of the valuable services rendered by Shri Pradip Roy and Shri V.e. 5th August 2008. AUDITORS M/s. particulars of energy conservation. Ajay Dua and Shri Pradeep Dinodia. as per the provisions of Section 219(1)(b)(iv) of the Companies Act 1956. CORPORATE GOVERNANCE Your Company endeavours to have highest standard of Corporate Governance in its operations. They are independent and shall hold office upto the date of the ensuing Annual General Meeting (AGM). . Auditors of the Company. Bhargava. Dr. the Annual Report is being sent to all shareholders of the Company excluding the aforesaid information. foreign exchange earnings and outgo are annexed and forms part of the Annual Report. Corporate Governance Report and Auditors’ Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.f. 1956 proposing the names of Shri Kashi Nath Memani. Ajay Dua and Shri Pradeep Dinodia for appointment as Directors liable to retire by rotation at the AGM.K. Shri Hari Shankar Singhania and Shri B. The Company has received requisite Notices from Members under Section 257 of the Companies Act. Government of India. The observations of the Auditors in their Report on Accounts read with the relevant notes are self-explanatory. CONSERVATION OF ENERGY ETC. PARTICULARS OF EMPLOYEES Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules.V. offer themselves for re-appointment. Chartered Accountants. However. The Board has appointed Shri Kashi Nath Memani. Guruswamy during their respective tenures of office. Any shareholder interested in obtaining such particulars may write to the Secretary at the Company’s New Delhi Office. technology absorption. 22nd October 2008. SUBSIDIARY COMPANY Hansdeep Industries and Trading Company Limited having a paid up capital of Rs. Management Discussion and Analysis.f. 1975 regarding employees is given in Annexure B to the Directors’ Report. 25th August 2008 and 16th March 2009 respectively. Lodha & Co. 14 COST AUDIT Audit of the Cost Accounts of the Company relating to ‘Cement’ for the year ended 31st March 2009 will be conducted by the Cost Auditors and Cost Audit Report will be submitted to the Ministry of Company Affairs. The Board of Directors commend their appointments.. as Additional Directors of the Company. w.e. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible. Dr.

the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement. ACKNOWLEDGEMENTS Your Directors wish to thank and acknowledge the Financial Institutions. business associates and Company’s valued customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to place on record their deep appreciation of the dedication and passion of the “Team JK Lakshmi Cement”. and • the annual accounts have been prepared on a going concern basis. suppliers. dealers. • 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 the financial year ended 31st March 2009. Banks. enabling the Company expand and grow. On behalf of the Board of Directors HARI SHANKAR SINGHANIA Chairman New Delhi Date: 13th May 2009 15 . the Directors state that: • in the preparation of the Annual Accounts. • 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. Government authorities.DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956 and based on the confirmations received from the concerned officers.

0.Annual Report 2008-09 ANNEXURE TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2009 a) Conservation of Energy M/s. b) Technology absorption.72 4783 90733 42./MT 359799 196.43 3.94 4.73 5128 80 89 296329 141. 26. in crore Rs/MT Kwh. Installation of separate venting system for Mill and separator of Cement Mill – 1. Installation of solar water heating system.77 PARTICULARS OF CONSERVATION OF ENERGY SL. know-how fee etc.60 3./MT MT Rs. consultancy.50 4684 79 80 b) 3.31 1.75 (ii) 2. took following major initiatives with an intention to conserve energy and reduce fuel and power consumption. Installation of Bricks in Bull nose in Kiln – 2 & 3 for improvement in refractory life.44 (b) (i) Kwh in Lacs (kwh) Rs. Kwh in Lacs (kwh) Rs.47 34. Foreign Exchange Earnings and Outgo i) ii) Foreign Exchange earned Foreign Exchange used (CIF value of Imports of fuel. the Company has spent Rs. Installation of Bio-mass feeding system in Kiln – 3.01 57. a) MT Rs.28 crore. Modification in Bag House to reduce Bag House Pressure drop. These modifications will result in improvement in power and fuel consumption.91 A to D 39.02% of the turnover. (a) Particulars POWER AND FUEL CONSUMPTION Electricity Purchased : Units Total amount Rate / Unit Own Generation: Through Diesel Generators: Units Units Per Litre of Diesel / FO Fuel Cost / Unit Through Steam Turbine / Generators Units Units Per Kg of Fuel Fuel Cost / Unit Coal and other Fuel Quality (Grade) Used in Calcining Raw Meal Quantity Total Cost Average Rate Used in Steam Turbine / Generators Quantity Total Cost Average Rate Other / Internal Generation CONSUMPTION PER UNIT OF PRODUCTION Electricity Fuel (Pet Coke / Coal) Unit 2008-09 2007-08 Kwh in Lacs Rs. No.19 5453 135978 69. This is equivalent to 0.76 2. 16 . in crore Rs. JK Lakshmi Cement Ltd.41 4.77 1. Installation of pneumatic feed splitter in Kiln – 3.) Rs. 1.06 7. adaptation and innovation by technology adaptation All the above improvements have been completed and the technologies have been fully absorbed and the plant is performing at its optimum capacity.67 1294. 748. stores and spares./MT Kg. Exports. in crore Rs. Installation of Fly-ash drying system (use of fuel gas).73 4. c) d) Research and Development During the year.70 2. capital goods. In crore Nil 49.93 1547. A. Modification in GRR of Raw Mill fan to reduce downtime. B. Modification of Kiln – 2 PC to reduce Clinker dust fall through.19 2395.

09. Chouksey.2008 and of Shri V.e. The Chairman is non-executive. In terms of Clause 49 of the Listing Agreement and contemporary practices of good corporate governance.08.2008 and 16.K.2008.f. Ajay Dua* IND 2 3 1 1 Shri Kashi Nath Memani* IND 1 9 1 5 Shri Pradeep Dinodia* IND 8 2 5 Smt.f. Guruswamy by LIC w. The said code is available on the Company’s website (www. Bhargava (Chairman of the Committee). ethics and best business practices followed by the Company. 25. The core values of the Company are : • commitment to excellence and customer satisfaction • maximising long term shareholders’ value • socially valued enterprise and • caring for people and environment.08. 05. 2.e.11.2009 respectively. All the Board Members and Senior Management Personnel have affirmed compliance with the said Code.2008. Executive 4 Yes 4 1 Vice Chairman & Managing Director Shri B. The Company has a Code of Conduct for Management Cadre Staff (including Executive Directors). 10.V. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE : Corporate Governance is an integral part of values. Shri Nand Gopal Khaitan. 18th October 2008 and 15th January 2009. # Lender / Investor. The "Terms of Reference" of the Committee are in conformity with the provisions of Section 292A of the Companies Act. Guruswamy (LIC Nominee) # IND 3 Yes # # # *Shri Kashi Nath Memani. Wali. 26th July 2008.K.K. Four Board Meetings were held during the Financial Year 2008-09 ended 31st March 2009. Managing / Whole-time Directors are Whether last AGM attended (26. a non-executive Director.2008.e.03. of Board Meetings Attended Directorship $ (1) (2) (3) (4) (5) Committee Membership@ (6) Committee Chairmanship @ (7) Shri Hari Shankar Singhania. BOARD OF DIRECTORS : The Board of Directors presently consists of Twelve Directors comprising of eight non-executive Directors (NED) of which six are independent (IND).2008) Outside Directorship and Committee Position No. Vinita Singhania. namely.vice Shri Pradip Roy)# IND 2 1 Dr. Nomination of Shri Pradip Roy was withdrawn by IDBI w.CORPORATE GOVERNANCE REPORT 1. In a nutshell. 1956 and Clause 49 of the Listing Agreement with the Stock Exchanges. This Report contains a declaration to this effect signed by the Managing Director.f.7. 17 . Bhargava IND 4 Yes 10 5 4 Shri Nand Gopal Khaitan IND 4 Yes 8 5 1 Dr. The Company has in place a Code of Corporate Ethics and Conduct reiterating its commitment to maintain the highest standards in its interface with stakeholders and clearly laying down the core values and corporate ethics to be practised by its entire management cadre. Shri B. and Dr. com). Whole-time Director Executive 4 Yes 1 Shri S.10. AUDIT COMMITTEE : The Company has an Audit Committee of Directors since 1987. the philosophy can be described as observing of business practices with the ultimate aim of enhancing long term shareholders’ value and commitment to high standard of business ethics.e. 3. Nomination of Shri Pradip Roy was withdrawn by IDBI and Ms. 08. $ As per Section 275 read with Section 278 of the Companies Act 1956. 18. Raghupati Singhania NED 3 No 7 2 Ms. Shri Pradip Roy (IDBI Nominee).jklakshmicement. which is strictly adhered to. Amita Narain was appointed by the Board in his place w. a Code of Conduct was laid down by the Board for all the Board Members and Senior Management of the Company. on 14th May 2008. if any. Dr. Amita Narain (IDBI Nominee. The Committee comprised of four Directors – three Independent Directors. Ajay Dua and Shri Pradeep Dinodia were appointed as Additional Directors w.V. Attendance and other details of the Directors are given below : Director Category The Board periodically reviews Compliance reports of all laws applicable to the Company and the steps taken by the Company to rectify instances of non-compliances. Raghupati Singhania.f. Chairman NED 3 No 3 Shri Bharat Hari Singhania. Managing Director Executive 4 Yes 2 Shri S. Whole-time Director Executive 4 Yes 1 Shri Pradip Roy (IDBI Nominee) # IND 1 No # # # Shri V. @ Only covers Memberships / Chairmanships of Audit Committee and Shareholders / Investors Grievance Committee.

Ms. In the case of nominee Directors. Dr.10. In addition to sitting fees. The Company received five complaints. Bhargava3. 5. Shri N. The Statutory Auditors attended all the aforesaid meetings. 26th July 2008 (2). commission payable to Shri Hari Shankar Singhania is Rs.G. The number of Equity Shares (shares) held by non-executive Directors in the Company: Shri Hari Shankar Singhania. Vice President & Company Secretary. which consists of four Directors. the Company also has a Committee of Directors (COD).78 lacs plus Rs.48. Dates of meetings (number of members attended): 14th May 2008 (4). During the financial year ended 31st March 2009. REMUNERATION COMMITTEE (non-mandatory) : The Company does not have any permanent Remuneration Committee. namely. During this period. 18. .168 lacs plus Rs. 31 meetings of COD were held. Vinita Singhania . All the valid requests for transfers of shares were processed in time and there are no pending transfers of shares.000 to all non-executive Directors for attending the meetings of the Board and/or Committees thereof. 6. 6 lacs each to Shri V. Khaitan. which approves registration of transfer and transmission of shares in physical mode on fortnightly basis. In the case of Whole-time Directors. Severance fee for the Vice Chairman & Managing Director and Managing Director is remuneration for the unexpired residue terms or three years. Managing Director. 18 The Company has Shareholders / Investors Grievance Committee at the Board level.V. Smt. Ajay Dua. Shri Kashi Nath Memani. (ii) Non-executive Directors: During the financial year 2008-09. Amita Narain and Rs. Dr. four meetings of the Audit Committee were held.259 shares. Annual Report etc.K. Raghupati Singhania (Chairman of the Committee). Bhargava. The Company does not have any outstanding convertible instruments. Shri B. 8 lacs each to Shri B.79 lacs plus Rs. Ajay Dua (proportionately for 8 months). 100 lacs and Rs.executive Directors did not have any other material pecuniary relationship or transactions vis-à-vis the Company during the year except as stated above. whichever is shorter. SHAREHOLDERS COMMITTEE : / INVESTORS GRIEVANCE 6. notice period is six months.88. Dr.450 lacs payable as Commission.166 lacs plus Rs.Annual Report 2008-09 Permanent Invitees to the Audit Committee. Wali . which were promptly attended / resolved to the satisfaction of the investors. REMUNERATION PAID TO DIRECTORS : (i) Executive Directors: The aggregate value of salary. Shri B.K. Khaitan.K.974 shares. During the financial year ended 31st March 2009. fractional entitlement Warrants.83. to consider and determine revision in the salary range of the Managing Directors of the Company and to determine annual increments to them. Guruswamy. The Chief Finance Officer (CFO) regularly attends the meetings and the Company Secretary acts as the Secretary of the Committee.G. Shri Kashi Nath Memani and Dr. three meetings of the said committee were held on 14th May 2008.450 lacs payable as Commission. Amita Narain (Nominee Director) and Shri Pradeep Dinodia do not hold any shares. is the Compliance Officer who oversees the investors grievances including related to Transfer / Transmission of shares / Dematerialisation. The non. Ajay Dua (appointed as a member w. Whole-time Directors is as follows: Shri Bharat Hari Singhania . Shri S.Rs.f.Rs.V. Raghupati Singhania. CFO was also present at all the meetings. Daga.Rs.75 lacs payable as Commission. The Company does not have any Stock Option Scheme. In addition. perquisites and contribution to Provident Fund and Superannuation Funds for the financial year ended 31st March 2009 to the Vice Chairman & Managing Director. the Company paid sitting fees aggregating to Rs. Shri Bharat Hari Singhania and Dr.75 lacs payable as Commission and Shri S. Dr. 18th October 2008 and 15th January 2009. Raghupati Singhania and Ms.Rs. Shri N.e. Dividend Warrants.330 shares. Non-receipt of interest / Redemption proceeds on debentures. 18th October 2008 (3) and 15th January 2009 (4).012 shares. A Remuneration Committee comprising of three independent Directors was constituted by the Board on 14th May 2008 and on 18th October 2008. the Commission will be paid to their respective Institutions.10.2008). Shri Nand Gopal Khaitan. 4. Chouksey .

strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority.00 P. DISCLOSURES : The Economic Times. A Risk Management Committee headed by a Whole-time Director meets on quarterly basis and evaluates the efficacy of the framework relating to risk identification and its mitigation laid down by the Committee. “Management Discussion & Analysis” forms part of the Annual Report. Sirohi. 12th July 2007 (3.e. that may have potential conflict with the interests of the Company at large : None.06.M. Full version of the Annual Report.) and 26th July 2008 (5. (ii) Financial Calendar (Tentative) Financial Reporting • for the quarter ending 30. with its promoters.12.307019. The Financial Express / Business Standard and one regional daily “Rajasthan Patrika” (Jaipur).09. GENERAL BODY MEETINGS : Location and time for the last three Annual General Meetings (AGMs): The last three AGMs of the Company were held on 21st July 2006 (2.2009 • for the quarter ending 31. GENERAL SHAREHOLDERS’ INFORMATION : (i) Annual General Meeting (AGM) (a) Date and Time : Please refer to Notice for the AGM being sent along with the Annual Report. Special Resolutions regarding re-appointment of Whole-time Directors.00 P. Board Members are accordingly informed.M.sebiedifar.00 P. 10. Corporate Governance Report. Dist. Office: Jaykaypuram . As the results are published in newspapers having wide circulation and also displayed on the Company’s website. Financial Results and Shareholding Pattern of the Company are posted on the Electronic Data Information Filing and Retrieval (EDIFAR) website namely : www. (b) As required under Clause 49(IV)(G)(i). (Rajasthan). half-yearly and annual results are normally published in the leading English newspaper.).sebi.jklakshmicement. : between July and September 2010 .. Office: Jaykaypuram.) at its Regd. on any matter related to capital market.gov. namely. revision in the salary range of Managing Directors and the Ordinary Resolution regarding contribution to charitable and other funds under Section 293(1)(e) of the Companies Act 1956 were passed at the said meetings. quarterly and half-yearly results are not separately sent to the Shareholders. (c) The Company has further strengthened its risk management system and procedures to inform the Board about the risk assessment and minimisation procedures.2010 (Audited) • Annual General Meeting for the Financial Year ending 2009-10 19 (a) Disclosures on materially significant related party transactions i. The website is also accessible through a hyperlink ‘EDIFAR’ from SEBI’s official website : www.in. (b) Details of non-compliance by the Company. transactions of the Company of material nature. a brief resume and other particulars of the appointment and reappointment of the Directors retiring by rotation at the aforesaid AGM are given in the Explanatory Statement to the Notice convening the said AGM. 9. penalties.03.nic. Basantgarh. Venue: Regd. The financial results are also displayed on the Company’s website – www.2009 • for the year ending 31.2009 • for the half-year ending 30. having wide circulation and promptly furnished to the Stock Exchanges for display on their respective websites. Suitable disclosure as required by Accounting Standard (AS-18) on Related Party Transactions has been made in the Annual Report. during the last three years: There were no cases of noncompliance of any matter related to capital markets during the last three years. Sirohi (Rajasthan). 8. MEANS OF COMMUNICATION : By end : July 2009 : October 2009 : January 2010 : May / June 2010 Quarterly. their subsidiaries or relatives etc.M. the directors or the management.com.7.in. Distt. No special resolutions were required to be put through postal ballot last year.

Annual Report 2008-09

(iii) Date of Book Closure: Please refer to Notice for the AGM being sent along with the Annual Report. (iv) Dividend Payment Date: July / August 2009. (v) Listing of Equity Shares on Stock Exchanges (including Security Code) : The Equity Shares of the Company are listed and actively traded on the Bombay Stock Exchange (500380) and National Stock Exchange, (Symbol: JKLAKSHMI). Listing fee for the year 2009-10 has been paid to the said Stock Exchanges. (vi) Stock Market Price Data
Months (2008-2009) April 2008 May 2008 June 2008 July 2008 August 2008 September 2008 October 2008 November 2008 December 2008 January 2009 February 2009 March 2009 Bombay Stock Exchange (BSE) (Rs.) HIGH 129.80 120.50 103.00 91.90 97.00 81.00 62.00 43.95 43.50 44.20 42.50 45.00 LOW 110.00 101.10 83.50 75.00 76.65 55.50 30.25 31.00 31.25 34.50 35.80 34.80 National Stock Exchange (NSE) (Rs.) HIGH 130.00 120.90 104.00 92.00 87.00 80.00 63.00 44.50 45.00 44.05 42.95 44.90 LOW 109.55 101.20 83.50 75.15 76.60 54.15 31.00 31.70 31.50 35.00 35.80 35.10

(ix) Share Transfer System All valid requests for transfer/transmission of Equity shares held in physical form are processed within a period of 15-20 days from the date of receipt thereof and the Share Certificates duly transferred are immediately returned to the transferee/lodger. Transaction in the demated shares are processed by NSDL/CDSL through the Depository Participants with whom the shareholders have opened their demat account. (x) Dematerialisation of Shares and Liquidity Trading in the Equity Shares of the Company is permitted only in dematerialised form. Shareholders may therefore, in their own interest, dematerialise their holdings in physical form, with any one of the Depositories namely NSDL and CDSL. The ISIN No. for Equity Shares of the Company for both the depositories is INE786A01024. As on 31st March 2009, 96.30% of the Equity Shares stand dematerialised. It may be noted that in respect of shares held in demat form, all the requests for nomination, change of address, ECS, Bank Mandate and rematerialisation etc. are to be made only to the Depository Participant (DP) of the Shareholders. (xi) Outstanding GDRs and likely impact on Equity GDRs: 4,96,327 GDR underlying shares (Equity Shares of Rs. 10 each) representing same number of outstanding GDRs, stand registered in the name of Citibank, Custodian. These are already included and form part of the existing Equity Share Capital of the Company. (xii) Plant Location: (1) JK Lakshmi Cement Jaykaypuram-307 019, Basantgarh, District Sirohi (Rajasthan). (2) JK Lakshmi Cement Village Motibhoyan, Taluka Kalol (N.G.), Distt. Gandhi Nagar – 382 721, Gujarat. (xiii) Address for correspondence regarding share transfers and related matters 1. JK Lakshmi Cement Limited Secretarial Department, Gulab Bhawan (Rear Block) 6A, Bahadur Shah Zafar Marg, New Delhi- 110 002. Ph:(011) 43583073,41011116, 23311112-15 (Extn. 152, 329, 688) 20

(vii) JK Lakshmi Cement Ltd.’s Share Performance v/s BSE Sensex (April’08 - March’09)
JK Lakshmi Cement Ltd.’s Share Performance v/s BSE Sensex (Apr 08 - Mar 09)
120.00

100.00

Relative value to 100

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40.00

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0.00 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 F eb-09 Mar-09

Month & Ye ar

BSE

JKLC

(viii) Distribution of Shareholdings as on March 31, 2009
Category (No.of Shares) 1-500 501-1000 1001-5000 5001-10000 10001 & above TOTAL No. of Equity Shares 58,34,361 17,54,777 35,32,894 12,57,594 4,87,99,836 6,11,79,462 % 9.54 2.87 5.77 2.06 79.76 100.00 No. of Shareholders 1,01,301 2,210 1,620 174 247 1,05,552 % 95.97 2.09 1.54 0.17 0.23 100.00

Fax Nos. 91-11-2373 9475, 2371 2680 Contact Person: Mr. Ramesh Gupta (E-mail: rgupta@jkmail.com). 2. Registrar & Share Transfer Agents(RTA): MCS Ltd., F-65, First Floor, Okhla Indl. Area, Phase – I, New Delhi – 110 020 Ph. (011) 41406149, 41406151-52, 41609386, 41709885 Fax No. 91-11-41709881 (E-mail: admin@mcsdel.com). Contact Person: Mr Aniruddha Mitra (E-Mail: amitra@mcsdel.com).

Disclosure of names of persons constituting group in relation to JK Lakshmi Cement Limited pursuant to Regulation 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997: JK Tyre & Industries Ltd., JK Paper Limited, Fenner (India) Ltd., JK Agri Genetics Ltd., BMF Investments Ltd., Florence Alumina Ltd., JK Sugar Ltd., Bengal & Assam Company Ltd., Nav Bharat Vanijya Ltd., Juggilal Kamlapat Udyog Ltd., Param Shubham Vanijya Ltd., J.K. Credit & Finance Ltd., Pranav Investment (M.P.) Company Ltd., Southern Spinners and Processors Ltd., Modern Cotton Yarn Spinners Ltd., Hansdeep Industries and Trading Company Ltd., Bhopal Udyog Ltd., Accurate Finman Services Ltd., Sago Trading Ltd., Dwarkesh Energy Ltd., Saptrishi Consultancy Services Ltd., JK Enviro-Tech Ltd., J.K. Risk Managers & Insurance Brokers Ltd., Panchmahal Properties Ltd., Acorn Engineering Ltd., Elate Builders Pvt. Ltd., LVP Foods Pvt. Ltd., CliniRx Research Pvt. Ltd., Rouncy Trading Pvt. Ltd., M/s. Habras International, M/s. Juggilal Kamlapat Lakshmipat and Directors of the promoter group and their relatives.

Shareholders are requested to quote their Folio No. / DP ID / Client ID and details of shares held in physical / demat mode, E-mail Ids and Telephone/Fax numbers for prompt reply to their communications. 11. Declaration: This is to confirm that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for Directors and Senior Management adopted by the Board. Vinita Singhania Managing Director

AUDITORS’ COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of JK LAKSHMI CEMENT LIMITED We have examined the compliance of conditions of Corporate Governance by JK LAKSHMI CEMENT LIMITED for the year ended 31st March 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with, in all material respect, with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to further viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For LODHA & CO., Chartered Accountants Place : New Delhi Dated : 13th May, 2009 21 N.K. LODHA Partner Membership No.: 85155

Annual Report 2008-09

MANAGEMENT DISCUSSION AND ANALYSIS
OVERVIEW • Growth of 11% in Production (including clinker for sale) at 40.20 lac MT against 36.10 lac MT in 200708 Gross turnover at Rs. 1404 crore, an increase of 9% over Rs. 1286 crore in 2007-08. Capacity utilization of 104% as against 100% in 2007-08 Completion of expansion plans resulting in capacity going up to 47.45 lac MT in the last quarter. PBDT for the year Rs.296 crore as against Rs. 330 crore in 2007-08 Profit after Tax Rs.179 crore against Rs. 224 crore in 2007-08

On the demand side, the slowdown in the industry, coupled with the drying up of liquidity & high interest costs, made a severe impact on the realty and the construction sectors. The unprecedented growth in these sectors over the past few years had contributed significantly to the growth of the cement industry. With uncertainty looming large in these key sectors, the consumption of cement witnessed a decline. The decline could have been steeper but for the continued governmental emphasis on the development of infrastructure in the country, thanks to which the cement industry managed to keep the growth ticking at a little over 8 per cent which was way above the growth of most of the other sectors of the economy. COMPANY’S PERFORMANCE Against this backdrop of rising input cost and falling cement consumption, especially in the housing segment, our Company took urgent steps to meet the emerging challenges. A continued focus on cost compression and an optimization of distribution mix to higher growth markets were the two key components of our strategy. The measure we undertook in these two areas paid dividends and our Company achieved an appreciable 11% growth in production (including clinker for sale), as against the industry average of 8.3% in our key markets. Our expansion plan included revitalization of Kiln No. I and setting up of a Split Location Grinding unit at Kalol, Gujarat, which ran nearly to schedule despite the adverse economic circumstances, also worked as an important driver in our growth.
Lac MT

INDUSTRY SCENARIO The Indian Cement Industry’s enviable growth of nearly double digit for the three continuous years was broken in 2008-09, with the growth rate falling to 8.4 per cent, due to global financial melt down and the resulting slowdown. This impact was particularly evident in some parts of the Indian market, such as Gujarat and the North, the two critical markets for our Company, which additionally experienced ban on exports as well as cheaper imports coming from neighbouring countries. The unusually high inflation experienced by the economy in the first six months, mainly on account of high and rising oil prices, sparked off a knee-jerk reaction in some policy making circles that blamed the cement industry for artificially hiking the price of cement. While in fact the input cost of the cement industry rose much higher on account of rise in prices of Coal and Petcoke which is also used as the fuel both in the production process for cement as well as for captive power generation by many cement companies. The price of coal touched all time high level of 160 USD per MT in the international market, leading to a severe hike in the cost of production and the resultant erosions in the margin of the industry. 22

Growth-Expansions-Cement Capacity 47.50

50 45 40 35 30 25 20 15 10 5 0 2006 2007 2008 24 34 36.50

2009

which was over 90 million units higher than in the previous year. 9. Our Company has continued to operate with bare minimum working capital. This resulted in an increase in the variable cost by nearly 6%.286 crore recorded in the previous year. viz. leading to a saving of nearly Rs.Cr. Consequently the prices of all types of fuel increased steeply. This. With a view to strengthening our brand.5 lac MT per annum as against 36. This year saw the international crude oil prices touching an all-time high of nearly 148 USD per barrel. representing a 9% rise over Rs.With the completion of the expansions in the last quarter of the financial year the Company’s cement capacity now stands increased by 11 lac MT .COAL CRUDE OIL PETCOKE [FOB] 700 greater penetration in mid-size towns and rural markets through the augmentation of our distribution network. The cost of domestic petcoke which had averaged to about Rs. The nimble-footedness of management team saw us change our marketing focus early from the onceflourishing housing sector to infrastructure projects. Our turnover reached an all-time high of Rs. helped us achieve higher levels of capacity utilization of 104% (as against 100% in the previous year) which was much higher as well as with a favourable trend than the industry in our marketing zone whose capacity utilization was 86% (97% in the previous year). thereby mitigating the worst effects of the ongoing slowdown. 2007-08 2008-09 2004-05 2005-06 2006-07 Our 36 MW Captive Thermal Power plant operated at 100% capacity utilization. To contain the cost of fuel.5 lac MT per annum at the close of the previous financial year. 5453 per MT during the year which too was higher by about 14% compared to the fuel cost of previous year. As a result the average price of the fuel was restricted to Rs. with the minimal outstandings on the one hand and bare minimum inventory on the other. 1. Better planning on the logistics front helped us to keep our transportation costs at the same level as in the previous year. company made strategic purchases and also modified the fuel blend to include higher percentage of coal and some percentage of Bio-mass fuel. to 47. 8000 per MT in June 2008. . generating over 240 million units. We have initiated a unique loyalty programme for our channel partners by bringing in a combination of rewards and touch points. Our cost-cutting measures included increased open wagon loading as well as increased delivery of loose cement to bulk consumers and captive RMC plants.404 crore. together with our long-term emphasis on 23 The commencement of our Split Location Grinding unit at Kalol in Gujarat would enable us to make deeper inroads into the rural markets of Gujarat and give better services to consumers by way of faster delivery.5 crore in the cost of power. 4800 per MT in the last financial year peaked to about Rs. even though increase in fuel prices in the first half of the year had resulted in increase in the road transportation rate and change in the railway tariff structure in the second half also lead to sizeable increase in the railway transportation. Rs.1. USD 180 160 140 120 100 80 Sales Turnover During Last Five Years 60 1600 1400 1286 1200 1000 800 600 400 592 971 1404 40 20 0 2006 2007 Jan-08 Feb-08 Mar-08 Apr-08 May-08 J un-08 J ul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 IMP. we institutionalized a system of regular feed back from our focus groups in select markets.

To further bolster our customer centric approach. outside Internal Auditors are also engaged. The audit findings and follow-up including Management explanation and action thereon are regularly reported to and reviewed by the Audit Committee at their meetings. and retention of our human resources. aimed at giving further impetus to the development. Leadership Development and Talent Management to help our management team graduate to a higher level of productivity and performance. The structure of Internal Audit Department and nature and scope of the internal audit is reviewed by the Audit Committee from time to time. We undertook a comprehensive year-round roster of diverse training programmes such as Competency Devlopment. HUMAN RESOURCE DEVELOPMENT Leadership Impact Survey by Hewitt and one year Executive Coaching to enhance Leadership Impact. They conduct regular audits during the year based on the internal audit programme approved by the Audit Committee.Annual Report 2008-09 Our Company set up three new RMC units during the year at Greater Noida. Our training and development initiatives during the year were centered on the leadership development. we are presently focusing on the optimization of operations of the existing 11units. sustaining our long-term competitive edge in the industry. We believe that the RMC has enormous potential and company would synchronise its pace of growth in this sector with the growth in the consumption once the economic conditions improve. The results have been excellent. With people assuming centre stage in strategy formulation. This year also saw the introduction of the unique Mentor-Mentee scheme. the main consumers of the RMC. managerial and technical capabilities of our workforce at all levels. A comprehensive annual internal audit plan covering all the offices. These results testify to an enabling organizational Trim Index 82 Harnessing and leveraging human talent for individual and organizational growth has been a hallmark of JK Lakshmi Cement Ltd. at the commencement of each financial year. the development of human resources continues to be a thrust area of excellence. In addition to the Internal Audit Department within the Company. factories and key areas of business is determined by the Audit Committee. integration and implementation. The company’s TRI’M’ Index has shown continuous improvement from 77 in 2005 to 80 in 2007 to 81 in 2009 which would rank JKLC in the Top 10% company Globally on TRI’M’ Index. we endeavoured to help improve the work-life balance of our employees by way of innovative training programmes in pranayam. INTERNAL CONTROL SYSTEM Our Company has an elaborate Internal Control System which has consistently stood the test and scrutiny of the Audit Committee of Directors of the Company and the statutory auditors. The efficacy of the various measures taken by the company have been constantly tested by assessing the level of employee engagement as well as the company’s position on TRI’M’ Index conducted by globally renowned TNS Ltd. The RMC off-take in the Company’s marketing zone was impacted due to slowing down of the projects by the bigger builders. In addition to the formal training initiatives. The results show improvement in the map of Leadership Effectiveness. our officers and workmen from our plants have been regularly taken on visits to nearby markets so that they can better understand customer perception and appreciate their emerging needs with respect to usage of concrete. Sahibabad and Bhiwadi in Rajasthan. Sr Management Team went through 360 Degree 24 81 80 79 78 77 76 75 2005 2007 77 80 81 2009 . In view of the current slow down. 360 degrees feedback. yoga and meditation.

and now covers 16 villages as against the earlier 10. As compared to the figures of 79 and 6. Vinita Singhania at the Asia Pacific HR Congress First Prize in the Cement Sector for the “National Energy Conservation Award 2008” organized by Bureau of Energy Efficiency (BEE) “Silver Certificate of Merit” for Manufacturing & Supply Chain Excellence (IMEA 2008) organized by Frost & Sullivan 2. The company has also undertaken a series of welfare measures for the wider community.5 of IMR and MMR in Sirohi district as a whole. 3. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility has been a key area of focus for our Company. the figures for adopted villages under our Naya Savera programme have fallen to 23 and 0 respectively. has focused on the uplift of the tribal youth in its area of operation.) 25 . JK Lakshmi Cement Ltd. Our all inclusive efforts in the areas of Human Resources. From its inception. At the National Convention on Quality Circles 2008 at Vadodara organized by Quality Circle Forum of India Quality Circles of JK Lakshmi Cement have won the following awards : a. Under the Public Partnership Scheme.Naya Savera – has grown from strength to strength. improve employability and ensure a brighter future for the local youth.culture where human aspirations converge with business excellence. including literacy and healthcare initiatives for tribal women. and launching new “trades” in a structured manner. we have decided to develop the local ITI at Sirohi as a “Centre for Excellence” by upgrading the existing curriculum. 1. VC & MD and MD monitoring the programme of our CSR initiative Par Excellent Award : Hari Om Quality Circle (Mining Dept. We have recently started two focused interventions targeted at talented local students by providing monetary incentives to those who excel in board examinations. AWARDS Naya Savera integrated family welfare programme at a village in Rajasthan The Medical Team has done exemplary work in the area of reproductive and child health and has contributed towards mass awareness on this important issue. 4. “CEO with HR Orientation Award” for the year 2008 received by our Managing Director Smt. our flagship programme on the Integrated Family Welfare -. or in sports. Operation and Process have been well recognized from various quarters in the form of following awards which were bagged by the Company during the year. The last category of students belong to the SC/ST communities. This initiative will help develop technical skills. by providing employment opportunities in the plant. In the last year. It is a matter of pride that our collective efforts have resulted in a substantial decline in the Infant Mortality (IM) and Maternal Mortality (MM) rates.

modify or revise any forward looking statements. CAUTIONARY STATEMENT “Management Discussion and Analysis Report” contains forward looking statements. with nearly 110 million tonnes of additional capacity coming on stream in the next three years. particularly those aimed at the housing sector.) OUTLOOK The Indian cement industry will face two significant challenges in the immediate analysis. including the Greenfield Project at Durg and further Brown-fielding options. The sector will also receive added impetus from other monetary and fiscal measures. The Company assumes no responsibility to publicly amend. including. information or events. are some of the ongoing initiatives that would help revival of Hari Om QC Team receiving Par Excellent Award the recent de-growth in the housing market.) and the Think Quality Circle (Instrumentation Dept. 26 b. resulting in a short-term decline in the rate of growth in consumption of cement. The second challenge arises from the ongoing economic slowdown. The softening of interest rates in relation to loans given to the real estate and housing sectors. Excellent Award : Prakash Quality Circle (Electrical Dept. and its continued sound fundamentals. All statements that address expectation or projections about the future. on the basis of any subsequent development. With its emphasis on cost reduction. The domestic 213 million MT cement industry is in the middle of a massive expansionary cycle. leading to a downward pressure on prices. niche marketing and strong brand presence we stand to gain. Meritorious Award : Utkarsh Quality Circle (Production & Quality Control Dept.Annual Report 2008-09 the critical role of the cement industry to achieve the same. are aimed to ensure that Company maintains the pace of growth commensurating with the industry’s. demonstrated its ability to adapt to the changing environment. The inherent strength and resilience of the Indian economy. The Company’s actual results. which may be identified by the use of words in that direction or connoting the same. but not limited to statements about the Company’s strategy for growth. This capacity addition together with reduced exports prospects on account of global slow down will result in a temporary supply overhang. market position. expenditures and financial results are forward looking statements. we will continue to march from strength to strength. over the years. The first one relates to impending overcapacity. promise huge long-term growth opportunities for the cement sector.) c. The Government too deserves credit for providing the much needed emphasis on the infrastructure development and recognizing . performance or achievement could thus differ materially from those projected in any such forward looking statements. The recent stimulus packages announced by the Government provides welcome relief both by way of reduction in Excise Duty as well as re-imposition of Counter-veiling Duty on the import of cement. Company’s future plans. product development. The overall environment remains optimistic. much in evidence in the last few years. the continuance of tax relief on interest on housing loan. Backed by our expanded capacity and dedicated human capital. Our Company has.

Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act. We believe that our audit provides a reasonable basis for our opinion. K. 27 ii) 2. as well as evaluating the overall financial statement presentation. the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. 1956 (The Act). 1956. of the Cash Flows for the year ended on that date.: 85155 . of the state of affairs of the Company as at 31st March 2009. of the Profit for the year ended on that date. the Balance Sheet. An audit also includes assessing the accounting principles used and significant estimates made by management. (d) In our opinion. iii) In the case of Cash Flow Statement. LODHA Partner Membership No. An audit includes examining. (e) As per the information and explanations given to us. For LODHA & CO. none of the directors of the Company is disqualified from being appointed as a director under Clause (g) of sub section (1) of Section 274 of the Companies Act. 2003 (as amended) (The Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. These financial statements are the responsibility of the Company’s management. Further to our comments in the Annexure referred to in Paragraph 1 above. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. As required by the Companies (Auditors’ Report) Order. In our opinion and to the best of our information and according to the explanations given to us. evidence supporting the amounts and disclosures in the financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. In the case of the Profit & Loss Account. (b) In our opinion. We conducted our audit in accordance with the auditing standards generally accepted in India. Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. as at 31st March 2009. we report that: (a) We have obtained all the information and explanations. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. on a test basis. give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of Balance Sheet. which to the best of our knowledge and belief were necessary for the purposes of our audit. and JK LAKSHMI CEMENT LIMITED We have audited the attached Balance Sheet of JK LAKSHMI CEMENT LIMITED. the said accounts read together with Notes thereon. 1. Chartered Accountants New Delhi Date: 13th May 2009 N. 1956. proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.AUDITORS‘ To the Members of REPORT (c) The Balance Sheet.

2. According to the information and explanations provided by the management and based upon audit procedures performed. 7. the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Act or any other provisions of the Act and the rules framed thereunder with regard to deposits accepted from the public. firms or other parties as covered in the register maintained under Section 301 of the Companies Act. 1956. The discrepancies noticed on such physical verification were not material. fixed assets disposed off during the year were not substantial. The Company has neither granted nor taken any loans. Sales Tax. The discrepancies noticed on such physical verification of inventory as compared to book records were not material. (b) The fixed assets have been physically verified by the Management according to the programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. (c) The Company is maintaining proper records of inventory. Employees’ State Insurance. Excise Duty. the prescribed records have been made and maintained. secured or unsecured to and from companies. (c) As per the records and information and explanations given to us. (a) According to the records of the Company. In our opinion and according to the information and explanations given to us. We have been informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or other Tribunal in this regard. Accordingly. 15-Schedule 19. Service Tax. during the course of our audit we have not observed 28 9. 5 lacs in respect of each party during the financial year) have been made at prices which are generally reasonable having regard to prevailing market prices at the relevant time. In our opinion. 5. we are of the opinion that the particular of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. Income Tax. 8. the provisions of clause 4 (iii) (b) to (d).Annual Report 2008-09 ANNEXURE TO THE AUDITORS’ REPORT (Referred to in paragraph (1) of our Report of even date of JK LAKSHMI CEMENT LIMITED for the year ended 31st March 2009. the Company has an internal audit system commensurate with the size of the Company and nature of its business. Cess and other material statutory dues with the appropriate authorities to the extent applicable and there are no undisputed 6.) 1. however. Custom Duty. Based on the audit procedure performed and on the basis of information and explanations provided by the management. the Company is generally regular in depositing undisputed statutory dues including Provident Fund. . not made a detailed examination of the said records with a view to determine whether they are accurate or complete. any continuing failure to correct major weaknesses in internal control system. Investor Education and Protection Fund. (f) & (g) of the Order are not applicable. 4. We have. there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Wealth Tax. read with note no. 3. In our opinion and according to the information and explanations given to us. (b) The procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business. (a) The inventory of the Company (except stock lying with the third parties and in transit) has been physically verified by the management at reasonable intervals. and the transactions made in pursuance of such contracts or arrangements (exceeding the value of Rs. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Act in respect of the Company’s products to which the said rules are made applicable and are of the opinion that prima facie. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The Company does not have accumulated losses at the end of financial year and has not incurred cash losses during the current financial year and in the immediately preceding financial year. LODHA Partner Membership No. Comm. no fraud on or by the Company has been noticed or reported during the course of the audit. on the basis of audit procedures and according to the information and explanations given to us.93 2007-09 High Court Excise duty 46. 20.73 Period Forum where dispute is pending 1987-89 Assessing authority 1992-94 High Court 1995-00 1995-06 1999-01 1997-98 Jt. K.88 457. 14. In our opinion. According to the information and explanations given to us. 1956.80 45.00 13. there is no outstanding amount at year end against debentures. According to the information and explanations given to us.: 85155 .14 807. On the basis of information and explanations given to us and on an overall examination of the financial statements of the Company. 12. debentures and other securities. 2000 Central Excise Act Entry Tax 2131.80 42. the term loans have been applied for the purposes for which they were obtained. the Company has not given any guarantee for loans taken by others from banks or financial institutions. the Company has not granted any loans and advances on the basis of security by way of pledge of shares. 1992 Income Tax Cess 594. 15.08 232. The Company has not raised any money through a public issue during the year. in lacs) 3. 19. the Company has not made any preferential allotment of shares during the year to any parties or companies covered in the register maintained under Section 301 of the Companies Act. 21. there are no dues in respect of service tax.statutory dues payable for a period of more than six months from the date they become payable as at 31st March 2009. custom duty and wealth tax that have not been deposited with the appropriate authorities on account of any dispute and the dues in respect of sales tax. On the basis of information and explanations given to us.38 10. Comm.92 186. (Appeals) 1998-99 Jt. Entry Tax 443.53 25. According to the information and explanations given to us. Chartered Accountants New Delhi Date: 13th May 2009 N. The Company is not a chit fund or a nidhi /mutual benefit fund /society. we are of the opinion that no funds raised on short-term basis have been used for long-term investment.51 1978-81 High Court 1984-85 1996-97 2006-07 2005-06 Commissioner (Appeals) 1994-95 High Court Income Tax Act. the provisions of clause 4 (xiii) of the said Order are not applicable to the Company. (b) According to the records and information & explanations given to us. therefore. (Appeals) &2001-02 2002-09 High Court 13. income tax and cess that have not been deposited with the appropriate authority on account of dispute and the forum where the dispute is pending are given below: Nature of statute Sales Tax Act Nature of dues Sales Tax Amount (Rs. On the basis of records made available to us and according to information and explanations given to us. 17. 29 For LODHA & CO. 11. the Company is not dealing in or trading in shares. According to the information and explanations given to us. debentures and other investments.95 The Rajasthan Tax on Entry for Goods into Local Area Act 1999 The Uttar Pradesh Tax on Entry of Goods Act.00 2. securities. Based on the audit procedure performed and on the basis of information and explanations provided by the management. banks and debenture holders. the Company has not defaulted in repayment of dues to financial institutions. 16. 18. excise duty.23 4. 1961 Minerals (Validation) Act.

84 – 1350. Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Less: Current Liabilities and Provisions Net Current Assets Total Notes on Accounts Schedules 1 to 11 and 19 attached to the Balance Sheet are an integral part thereof.71 112.V. the 13th May 2009 B. CHOUKSEY S. AJAY DUA AMITA NARAIN B.63 129.13 88.25 573.10 1569.48 747. DAGA Vice President & Company Secretary Directors 30 .: 85155 New Delhi.P.G.02 61.Annual Report 2008-09 BALANCE SHEET As at 31st March 2009 Rs.S.14 911. in Crore (10 Million) Schedule SOURCES OF FUNDS Shareholders’ Funds Capital Reserves and Surplus Loans Secured Loans Unsecured Loans Deferred Tax Liability (Net) Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work-in-progress Investments Deferred Tax Asset (Net) Current Assets.33 810.97 369.99 413. SINGHANIA B.04 1110.98 1569.K. SINGHANIA S.19 770. Chartered Accountants N.67 35.00 62.39 1013.26 6 7 8 9 10 11 66. R. BHARGAVA KASHI NATH MEMANI N.82 101.02 19 As per our report of even date For LODHA & CO.K.02 23.09 97.61 347.27 1350.23 642.19 18.96 13.15 663.26 3 4 5 1760.K.88 590.67 215.03 12.58 161. Lodha Partner Membership No.42 595.26 176.32 326.19 581.13 707.94 631. WALI Chairman Vice Chairman & Managing Director Managing Director 31st March 2009 31st March 2008 1 2 61. H.95 261. SINGHANIA VINITA SINGHANIA Dr.H.04 702.06 831. KHAITAN PRADEEP DINODIA Dr.91 – 1474.

49 29.After Tax Diluted Earning per Share (Rs. SINGHANIA B.11 226.00 102.59 77.91 295.47 250.89 223. R.G. SINGHANIA VINITA SINGHANIA Dr.K.11 – 255.85 357. Lodha Partner Membership No.07) 1224.V.01 53.70 1107.72 12 13 14 15 16 17 18 As per our report of even date For LODHA & CO.79 69.04 (26. Chartered Accountants N.72 37.04 11.19 19 H.85 330.H.04 755.67 60.60 200.19 29.57) 0.16 125. KHAITAN PRADEEP DINODIA Dr.90) 0.70 20.16 588.71 1114. CHOUKSEY S.11 295.30 295.10 (25.14 1230. in Crore (10 Million) Schedule INCOME Sales Less : Excise Duty Net Sales Other Income Increase /(Decrease) in Stock EXPENDITURE Employees Manufacturing Expenses Other Expenses PROFIT BEFORE INTEREST AND DEPRECIATION Cost of Borrowings PROFIT BEFORE DEPRECIATION Depreciation PROFIT AFTER DEPRECIATION Exceptional Items Provision for Current Tax Deferred Tax MAT Credit Entitlements Provision for Fringe Benefit Tax PROFIT AFTER TAX Balance brought forward Debenture Redemption Reserve APPROPRIATIONS Proposed Dividend Interim Dividend Corporate Dividend Tax General Reserve Balance carried forward (Rs.57 47.Cash .47 – 4.) .58 20.01 9.) Notes on Accounts Schedules 12 to 19 attached to the Profit and Loss Account are an integral part thereof Basic Earning per Share 2008-09 1404.97 27.93 462.K.12 2.90 316.07 255. WALI Chairman Vice Chairman & Managing Director Managing Director 2007-08 1286.: 85155 New Delhi.52 1224.S.12 58. BHARGAVA KASHI NATH MEMANI N.54 271.90 26.27 907. DAGA Vice President & Company Secretary Directors 31 .98 26.88 237.82 55.70 24.66 6. the 13th May 2009 B.36 178.99 178.55) 1113. SINGHANIA S. AJAY DUA AMITA NARAIN B.05 179.PROFIT AND LOSS ACCOUNT For The Year Ended 31st March 2009 Rs.70 40.18 6.67 (6.60 69.68 – 25.36 38.00 77.37 (0.P.53 6.K.

19 61.55 102.100 each Unclassified Shares 125. Depreciation arising out of revaluation/ business valuation of Fixed Assets.07 770.06 32 .30 116.11 92.01 61.10 each Preference Shares . Schedule 2 RESERVE AND SURPLUS Rs.00.18 0.62 23.85 31st March 2009 0.11.74 – – – 77.18 0.500 Equity Shares allotted as fully paid-up bonus shares in earlier years by capitalisation of Reserve and Share Premium.00 102.50.00 Issued.462 (Previous year 6.11 581.68 Transfers – b) 15.00 200.00 50.11.50.79. ii) 97.30 116.78 480. Additions – a) 54.000 of Rs.in Crore(10 Million) 31st March 2009 31st March 2008 Schedule 1 CAPITAL Authorised : Equity Shares .Annual Report 2008-09 Rs. Subscribed and Paid up : Equity Shares 6.00 25.78 355.062 Equity Shares allotted as fully paid-up in earlier years pursuant to contracts without payment being made in cash.00 Above includes : i) 15.55 77.10 each fully paid up Add: Forfeited Shares 61.01 61.88.000 of Rs.00.00 200.462) of Rs.74 46.19 125.88. in Crore (10 Million) Description Capital Reserve Revaluation Reserve Capital Redemption Reserve Share Premium Account General Reserve Account Surplus in Profit & Loss Account 1st April 2008 0.23 (a) (b) Revaluation of certain Fixed Assets as on 1st April 2008.07 281.74 7.61 – – 125.79.00 25.75 23.12.00 50.

71 1. in Crore (10 Million) 31st March 2009 31st March 2008 Schedule 4 UNSECURED LOANS a) b) c) Deferred Sales Tax Trade Deposits Fixed Deposits 109.13 33 .32 517.93 3.56 573.89 595.83 crore from Banks are secured/to be secured by way of an exclusive charge on certain specified assets of the Company at various locations.in Crore(10 Million) 31st March 2009 31st March 2008 Schedule 3 SECURED LOANS a) b) c) Term Loans from Financial Institutions Term Loans from Banks Working Capital Loans from Banks 33.96 2. ranking pari passu with the charges created/to be created on the said assets subject to the prior charges of the Company’s Banks for working capital on specified movables and in favour of Banks on specified assets as mentioned at Sl.95 15. Distt. Raw Materials.388. Sirohi. Stock-in-Process and Book Debts etc.47 crore from Banks are secured by way of a first charge on all the immovable and movable properties pertaining to the Company’s Cement Unit situated at Jaykaypuram.77 crore from Financial Institutions (FIs) and Term Loans of Rs. 2 hereinbelow.16 129. in the State of Rajasthan. Term Loans of Rs. Rs. in the State of Rajasthan.No.33.89 112.04 96. Basantgarh. Distt.144. and by way of second charge on the immovable assets pertaining to the Cement Unit of the Company situated at Jaykaypuram.50 5. 2.77 533. Working Capital Loans are secured by hypothecation of Stores.63 72. Finished Goods. 3.Rs. Sirohi. Basantgarh. Term Loans of Rs.28 12.30 6.

54.55 Plant and Machinery 1350.55 1. 34 .16 0.33 810.36 912.ustments 2009 Upto During On Sales/ Gross Book ments Gross Book Last Year the year AdjustValue Value ments (a) 19. in Crore (10 Million) 1st April Additions/ Sales/Adj.12 (c) 271.46 (b) 1620.83 5.31st March Depreciation 2008 Adjust.87 Vehicles and Locomotives 16.61 crore due to revaluation.16 0.92 2.68 1.14 – 60.60 0.27 0.09 810.95 – 9. Includes Rs.55 16.85 0.36 1.22 Railway Siding 33.42 1474.21 663.05 3.97 9.44 lacs pending registration.90 25.08 0.62 0.79 747.27 Buildings 52.41 Furniture Fixtures and Equipments 7.35 – – 0.28 13.46 722.35 0.91 1.34 (b) 8.82 627.73 8.15 595. refer note no 6 (a) -Schedule 19.29 crore).85 0.01 71.33 7.82 Previous year 1340.53 – 34.90 1.53 3.45 8.05 14. 1.82 Notes : (a) (b) (c ) Includes cost of Land Rs.35 1760.28 31st March 31st March 2009 2008 To Net Book Net Book date Value Value Description Land 13.75 44.30 38.48 663.13 0.15 287.12 1.08 – – 0.70 6.71 80.39 – 15. assets held for disposal.68 0. Includes Nil (Previous year Rs.39 1013.92 0.32 Total 1474. 0.Annual Report 2008-09 Schedule 5 FIXED ASSETS Rs.50 0.10 – – – – – 19.91 7.18 Leasehold Land 0.20 708.33 84.26 5.55 24.18 6.52 137.

00 10.02 42.97 7.02 3. CURRENT INVESTMENTS Edelweiss Capital Ltd .05 3.355.in Crore (10 Million) 31 st March 2008 31 st March 2009 Schedule 7 INVENTORIES (As certified by the Management) Stores and Spares Raw Materials Finished Goods Stock-in-Process 49.000.00 25. Ltd.000.00 2.712 5.02 3.34 9.899.25 62.11 7. # Equity Preference Units 2.19 35 .000.93 5.01 12.85 6.000 22.NCD @ Edelweiss Capital Ltd .90 – 31st March 2009 Nos.94 5.607.NCD @ SBI Debt Fund Series 370 Days-2-Institutional Growth Reliance Fixed Horizon Fund VIII Series 5 Institutional Growth Plan Sundaram BNP Paribas Fixed Term Plan H Institutional Growth LIC MF Floating Rate Fund Short Term Plan Growth TFRSIG Tata Floating Rate Short Term Institutional Plan Growth Equity 50.Schedule 6 INVESTMENTS Class of Shares/ Debentures LONG-TERM INVESTMENTS VS Lignite Power Pvt.000 25.11 VS Lignite Power Pvt.03 # Under lien with Issuer @ since realised Aggregate book value of quoted investments Aggregate market value of quoted investments Aggregate book value of unquoted investments 82.007 0. in Crore (10 Million) 31st March 2008 Nos.00 4.77 66. (0.022. Ltd.00 31.91 50 20 – – – – – 5.94 85.00 88.01%) # 6.90 0.770 2.777 10.282 3.86 3. Book Value Rs.223 3.75% Tax Free UTI Bonds Subsidiary Company Hansdeep Industries and Trading Co. Book Value 2. Ltd.92 Rs.000 4.223 3.00 – – – – – 13.05 – – Debentures Debentures Units Units Units Units Units 50 20 10.11 5.08 1.899.022.00 2.777 – 2.

47 4.15 52.12 82.89 5.44 0.67 0.38 52.44 0.90 11.09 347.21 171.21 0.23 283.61 Schedule 9 CASH AND BANK BALANCES Cash in hand Remittances in transit and Cheques on hand Balance with Scheduled Banks : On Current Accounts On Deposit Accounts (Includes lodged with bank Rs.74 26.39 24. considered good) Advances recoverable in cash or in kind or for value to be received Income Tax Advance Payments Fringe Benefit Tax Advance payments MAT Credit Entitlements Deposits with Government Authorities and Others 95.76 321.90 2.56 0.08 25.75 23.Previous year Rs.40 9. in Crore (10 Million) 31st March 2008 Schedule 8 SUNDRY DEBTORS (Unsecured.55 62.32 1.considered good) Exceeding six months Other Debts 0.88 1.18 1.13 37.0.Annual Report 2008-09 31st March 2009 Rs.58 On Saving Bank Accounts (Employees Security Deposit) Schedule 10 LOANS AND ADVANCES (Unsecured.97 67.33 6.80 133. 0.21 3.Schedule 19) Other Liabilities Investor Education and Protection Fund (Refer Note no 12 .09 326.28 27.45 215.12 52.70 161.47 3.94 93.34 18.16 261.27 17.33 0.57 22.Schedule 19) 88.43 26.56 176.99 Interest accrued but not due on Loans Provisions Provision for Retirement benefits Provision for Taxation Provision for Fringe Benefit Tax Proposed Dividend Corporate Dividend Tax 36 .57 2.07 crore) 0.52 3.47 12.08 crore .98 0.88 Schedule 11 CURRENT LIABILITIES AND PROVISIONS Current Liabilities Sundry Creditors (Refer Note no 13 a .

90 55. Wages.71 Schedule 13 INCREASE / (DECREASE) IN STOCKS Opening Stocks Stock-in-process Finished Goods 12.82 0.01 18.24 68.88 462.06 Current Investments -Profit on Sale -Dividend Miscellaneous Income (Refer note no.27 3.94 12.03 crore) – 3.07 crore.63 (6.93 Schedule 15 MANUFACTURING EXPENSES Raw Materials Consumed Purchase of Finished Goods Consumption of Stores & Spares Power.88 588. 0.90 4.81 88.48 245.22 7.27 69.in Crore (10 Million) 2007-08 Schedule 12 OTHER INCOME Income from Long-term Investments : .01 18.26 (0.17 10.49 10.2008-09 Rs.54 12.88 37 .47 122.13 6.98 0.08 13. Previous year Rs. Fuel and Water Repairs to Buildings Repairs to Machinery 163.25 6. 0.05 12.Schedule 19) 0.16 43.25 6. Contribution to Provident and Other Funds Employees’ Welfare & Other benefits 54.89 306.85 2.9(c) .82 0.14 4.25 6.01 0.26 9.77 9.29 19.51 – 2.81 4.99 9.46 Closing Stocks Stock-in-process Finished Goods Differential Excise Duty on Increase / (Decrease) of Finished Goods Increase(+) / Decrease(-) in Stocks 3.07) 12.Interest (Tax deducted at source Nil) Profit on sale / adjustment of Fixed Assets (Net of Loss / discard Rs.09 1. Bonus and Gratuity etc.55) Schedule 14 EMPLOYEES Salaries.65) (0.

Debentures and Fixed Deposits Others Less: Interest Income 46.99 58.33 crore) 1.81 0.43 3. 0.71 36.68 183.11 27. in Crore (10 Million) 2008-09 2007-08 Schedule 16 OTHER EXPENSES Insurance Rent (Net of realisation Rs.75 2.10 0.27 1.54 38 .80 27.61 0.60 0.36 202. Clearing and Forwarding Charges Commission on Sales Directors’ Fee Donations Provision for Doubtful Debts Rates and Taxes Advertisement. 0.11 0.08 49.74 0.05 0.73 2 .11 71.18 12.96 26.04 Transport.79 4.52 10. Postage.85 Schedule 18 DEPRECIATION Depreciation on Fixed Assets Less: Transferred from Revaluation Reserve 84.88 237.51 28.22 crore.60 20.23 53.91 51.53 12.56 250. Telephone.06 0. Printing and Stationery. Previous year Rs.Annual Report 2008-09 Rs. Bank Charges.74 69. Travelling and Miscellaneous Expenses Schedule 17 COST OF BORROWINGS Interest on : Term Loans.85 15.

Employee Benefits: (i) Defined Contribution Plan Employees benefits in the form of Superannuation Fund. 4. Claims / refunds / fuel surcharge not ascertainable with reasonable certainty are accounted for on settlement/receipt basis. Project subsidy is credited to Capital Reserve. Contingent Assets are not recognized or disclosed in Financial Statements and are included. Provident Fund (PF) and ESIC considered as defined contribution plan and the contributions are charged to the Profit and Loss Account of the year when the contribution to the respective funds are due. Export incentives. Duty drawbacks and Other benefits are recognized in the Profit and Loss Account. Depreciation on Buildings. Deferred Tax Assets is recognized on the basis of reasonable/virtual certainty that sufficient future taxable income will be available against which the same can be realised. Contingent Liabilities (if material) are disclosed by way of Notes to Accounts. using the projected unit credit method. Significant Accounting Policies Accounts are maintained on accrual basis.1987 and on additions thereafter at the rates and in the manner specified in Schedule XIV to the Companies Act 1956. Long-term investments are stated at cost. Leasehold Land is being amortised over the lease period. 9. (i) (ii) (iii) Depreciation on the increased amount of assets due to revaluation / business valuation is computed on the basis of residual life of the assets as estimated by the valuers on straight line method. Actuarial gain / losses. Deferred Tax Assets and Liabilities are recognized in respect of current year and prospective years. Expenditure during construction / erection period is included under Capital Work-in-Progress and allocated to the respective fixed assets on completion of construction / erection. 8. are immediately recognized in the Profit and Loss Account. 5. 2. Finished Goods and Process Stock include cost of conversion and other costs incurred in bringing the inventories to their present location and condition. in the Directors’ Report. (iii) Short-term compensated absences are provided based on past experience of the leave availed. Borrowing cost is charged to Profit and Loss Account except cost of borrowing for acquisition of qualifying assets which is capitalised till the date of commercial use of the asset. as at the date of the Balance Sheet. Leave Encashment and PF (funded) are considered as defined benefit obligations and are provided for on the basis of an actuarial valuation. Fixed Assets are stated at cost adjusted by revaluation /business valuation. Current Tax is the amount of tax payable on the estimated taxable income for the current year as per the provisions of Income Tax Act. 7.4. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management. Assets and liabilities related to foreign currency transactions are stated at exchange rate prevailing at the end of the year and exchange difference in respect thereof is charged to Profit & Loss Account. 3. if any. if any. The cost is computed on weighted average basis. Continuous Process Plants as defined in Schedule XIV have been considered on technical evaluation. Revenue expenditure on Research and Development is charged to Profit and Loss Account and capital expenditure is added to Fixed Assets. Premium / Discount in respect of forward contracts is recognized over the life of the contract. 6. 11. 10. Plant & Machinery and Railway Siding is provided as per straight line method considering the rates in force at the time of respective additions of the assets made before 2. Inventories are valued at lower of cost and net realisable value (except scrap / waste which are valued at net realisable value). 1961. 12. 13. 39 .Schedule 19 NOTES ON ACCOUNTS A. (ii) Defined Benefit Plan Retirement benefits in the form of Gratuity. 1. Provision in respect of present obligation arising out of past events are made in Accounts when reliable estimates can be made of the amount of the obligation. The current investments are stated at lower of cost and quoted / fair value computed categorywise. Depreciation on impaired assets is provided on the basis of their residual useful life. Depreciation on Other Assets is provided on written down value method as per the said Schedule as amended.

12.72 crore and Rs. 1987 is not ascertained and the matter is subjudice. 5. Under the Sales Tax exemption granted by the State Government.81 crore (Previous year Rs.41 crore).4.10.29 crore – EUR 0.53 crore (Previous year Rs.355. if the Hon’ble Supreme Court of India.3 Mn) taken for the purpose of hedging against letter of credit are outstanding as at 31st March.11 crore and Rs.7.2. 3.192 Mn (Previous year Rs. The Gross Block as at 31.2.54. Plant & Machinery and other assets of Lakshmi Cement Plant were revalued and/or updated as at 31st March 2000.2. Foreign exchange gain (net) amounting to Rs. (Previous year Rs.0. Sales include own consumption at cost Rs.5. Sundry Debtors exceeding six months and loans and advances are net of provisions for doubtful debts Rs. (a) (b) (c) 11. Further during the year certain Plant and Machinery are revalued and updated as at 1st April 2008 based on current replacement value and the resultant surplus of Rs.54 crore) arised on business valuation (refer 6 (a) herein above). Based on report of the valuer on business valuation of Cement business.70.0.6. as per Jute Packaging Materials (Compulsory use of Packaging Commodities) Act.0.50.2. Balance in Revaluation Reserve is net of Rs.03.30 crore).81crore).5.34 crore) arised on revaluation and Rs.61crore. 6.9.9.707 Mn and USD 0. Research and Development expenditure amounting to Rs.30 crore (Previous year Rs.39 crore (Previous year Rs.5.21 crore and show cause notice received Rs. Certain fixed assets of Lakshmi Cement Plant were revalued and updated as at 1st April 1997 and certain Buildings. equivalent to USD 0. 2009.58 crore).96 crore (Previous year Rs.0. fixed assets value is redetermined at net replacement cost basis on 1st April 2005. (a) Factory & Service Buildings and Plant & Machinery of Lakshmi Cement Plant were revalued as at 1st April 1990.11.15.34 crore (Previous year Rs.300.) B. Notes on Accounts Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Rs.19 crore (Previous year Rs.17 crore (Previous year Rs.92 crore and Rs.114. 10.17 crore (Previous year Rs.98 crore). Forward contracts of Rs.54 crore (Previous year Rs. appeals are pending before the Appellate Authorities and adjustment.0.22 crore respectively) and are after Nil bad debts (Previous year Rs.16.83. 2. after providing for additional depreciation.70.1.22 crore respectively (Previous year Rs. 9..43 crore). Sales tax liability in respect of matters in appeals Rs. will be made after the same are finally settled.2009 includes cumulative surplus of Rs. Income Tax Rs.94 crore respectively).4.4. 40 .69 crore of previous year’s credit of service tax and recovery against debtors written off Rs.26 crore) has been debited to Profit and Loss Account. if any.0.14 crore net receivable. presently amount cannot be ascertained. Contingent liability for non-use of jute bags for Cement packing upto 30th June 1997.68 crore (Previous year Rs..90. Land tax matters in appeal Rs.94 crore (Previous year Nil). contingent liability may arise.0. 4. Contingent liabilities in respect of claims not accepted by the Company and not provided for aggregating to Rs.31 crore (Previous year Rs. Miscellaneous income includes Rs.1.Annual Report 2008-09 Schedule 19 (Contd.0.1.53 crore). (a) (b) (c) Consumption of Stores and Spares is net of scrap sale Rs. decides contrary to the judgement of Hon’ble High Court of Rajasthan.11 crore) Tax deducted at source Rs.0.36 crore) include Excise duty liabilities in respect of matters in appeal Rs. CHF 0.0.21 crore ).45.28.60 crore on deposits with banks and others (Previous year Rs. 1. Foreign currency exposure not hedged is Nil (Previous year Rs.28 crore (Previous year Rs.13 crore). (b) 7. In respect of certain disallowances and additions made by the Income Tax Authorities.275 Mn.37 crore – EUR 1.26. Entry tax liabilities in respect on matters in appeal Rs. Interest income under Schedule 17 includes Rs.12 crore) has been included in respective heads of accounts in Profit & Loss Account.21 crore recovery against debtors written off (Previous year include Rs.1.31 crore) and other matters Rs.35 crore (Previous year Rs.6.04 Mn).56 crore) arising on revaluation / business valuation. in case of another Company on the same subject.114. 8.61 crore arising thereon as compared to net book value has been transferred to Revaluation Reserve. The Government has excluded Cement Industry from application of the said Order from 1st July 1997.

41 250.71 41 .82.085 Units.433. Computation of Net Profit for the purpose of calculating Managerial Remuneration : Profit as per Profit and Loss Account Add : Remuneration to Managing Directors / Whole-time Directors Directors’ Remuneration Directors’ Fee Wealth Tax Provision for Doubtful Debts Less : Profit on sale of Investments Profit on sale of Assets (net) Bad Debts/Advances written off out of provisions Rs. Reliance Money Manager Fund . UTI Liquid Cash Plan Institutional Growth Option 27.762 Units.92.82 – 239.04 crore interest accrued on above (Previous year Rs.509 Units. Rs.56.20 crore)..05 0.71 1. Nil for unclaimed amount on debentures (Previous year Rs.Institutional Option Growth Plan 71.920.0.12 156.99 15.193.41 1.778 Units. Principal Floating Rate Fund FMP Institutional Option-Dividend Reinvestment Daily 30.0. Canara Rabaco Liquid Plus Institutional Growth Fund 13. Investor Education and Protection Fund includes Rs.09 3. Rs 1.081.818. LICMF Income Plus Fund-Daily Dividend Plan 4.778.07.0.66 0.59.85 245.50 crore.000 Units.60 11.83 0.09 crore for unclaimed fixed deposits (Previous year Rs.04 0. HDFC FMP 90 D June 2008 (VIII) (2) Wholesale Plan Growth 30. where the actuarial valuation is done on overall Company basis.08 Excess of expenditure over income in so far as such excess has not been deducted Net Profit for the purpose of Managerial Remuneration u/s 349 Commission payable to non-executive directors is as per approval of the Board of Directors.06 0.511 Units.118.45.587.44 0.62 7..68 15.06 13. Principal Cash Management Fund-Liquid Option-Institutional Plan-Dividend Reinvestment-Daily 29.99.601 Units. 15. in Crore (10 Million) 2007 .51 0. LICMF Liquid Fund Dividend Plan 36.60. LICMF Liquid Fund Growth Plan 2.00. Some of the Balances of debtors and creditors are in process of confirmation.508 Units.74.96.05 0. Less : 226.) 12. 2008 .067 Units.864.53. maximum amount due Rs.966 Units.67 crore) (Previous year Rs. advances recoverable in cash or in kind include Loan amounting to Rs.677.00 crore).0. 16.30 1.31 crore for unclaimed dividend (Previous year Rs.258 Units.44.07 3.41 – 239. Cement.63 4.05. TFRSIG TATA Floating Rate Short Term Institutional Plan Growth 50.077 Units. LICMF Income Plus Fund Growth Plan 7. Managerial remuneration Salaries Commission Contribution to Provident and other Funds * Perquisites ( Value as per Income Tax Rules) *Excludes provision for Gratuity and Leave encashment.Schedule 19 (Contd.99 11. (b) 14.469 Units. 13.50 0.11 0.67 crore.11 263. Under Loans and advances.21 crore) and Rs.03. (maximum amount due Rs.14 crore).e.40.61 244. (a) Based on information so far available with the Company in respect of MSME (as defined in ‘The Micro Small & Medium Enterprises Development Act 2006’) there are no delays in payment of dues to such enterprises during the year and there is no such dues payable at year end.0.33 crore) .051 Units.41 2.807.50 0.842.081.795.09 10.56.43. HDFC Cash Management Fund Savings Plan Growth 21. The Company has only one business segment i.00.09 17.33 crore. Principal Floating Rate Fund FMP Institutional Option-Growth Plan 23.31.050 Units. UTI Floating Rate Fund Short Term Plan (Growth Option) 28.0.21 89.0. Investments purchased and sold during the year : LICMF Floating Rate Fund-Short Term Plan-Growth Plan 10.

in Crore (10 Million) 2007-08 0.60 2.55) 0.17 0.67 19.18 57. 42 . Shri S.20) – (–) i) Reimbursement of Expenses: .56 0.e.09 2.. Bengal & Assam Co.25) – (–) – (–) 0.10 Rs. Shri S.36 (0.75) 0.Paid ii) iii) iv) v) Purchase of Goods / Payment for expenses Sale of Goods Purchase of Investments Outstanding as at year end: . Related Party Disclosure : List of Related Parties : a) Subsidiary : Hansdeep Industries & Trading Co.65 (0.Amount Payable 0. Vinita Singhania.06 0.44 (0.17 4..18 0.01 0.09 Rs. Smt.63 0.47 (–) – (0.33) 0. Enterprise where significant influence exists : Rockwood Properties Pvt.01 0. Expenses charged to Raw Material (Limestone) account includes : Salaries. The following transactions were carried out with related parties in the ordinary course of business : Nature of transactions Associates Enterprise where significant influence exists – (–) – (-) 0. Ltd. 25000 25000 2. Vice Chairman & Managing Director.02 – 0.56 18. 01/10/2008 Details of remuneration to Key Management Personnel are given in Note No. Whole-time Director b) d) Associates : JK Tyre & Industries Ltd.03 0. @ c) Key Management Personnel : Shri Bharat Hari Singhania.06 0.45 47.18 (0. Fuel and Water Repairs to Machinery Insurance Rates and Taxes Royalty Miscellaneous Expenses 20. Whole-time Director.29) @ 1.72 (0.48 0.22 Rs.Annual Report 2008-09 Schedule 19 (Contd. Contribution to Provident Fund Employees’ Welfare Consumption of Stores and Spares Power.61 20.01 (–) 53. Managing Director.Amount Receivable .03 1. 25000 25000 2.Received .01) 0. w.12 (0. Ltd. Amount paid to Auditors : (i) Statutory Auditors : Audit Fee For Taxation matters For Other Services Reimbursement of Expenses (ii) Cost Auditors : Cost Audit Fee 2008-09 0. Wali.50 0. Bonus and Gratuity etc.34 7.56 22. Ltd.16 0. 17. Wages. Chouksey.K.04 1. 2.55 17.f.03 – 0.) 18. Figures given in brackets represent Previous year.

67 57.) .36 117.07 – – 4.. of Equity Shares (Diluted) c) Basic Earnings per share (Rs.081 59.12 – 0.97 0.08 1.13 2.96 2.Warrants Weighted average No.179. construction / erecetion materials.47 1.47 0. The management is of the view that sufficient future taxable income will be available against which such deferred tax asset can be realised.2009 Deferred tax asset on account of: i) Unabsorbed depreciation and carried forward business losses ii) Others Deferred tax liability on account of: Difference between book depreciation and tax depreciation Net deferred tax asset/(liability) 73. Earnings per Share a) b) Net Profit after tax available for Equity Shareholders Weighted average No.462 223.Schedule 19 (Contd.54 – 17. Deferred Tax : The break-up of deferred tax asset / ( liability) is as follows: As at 31. 43 .49 29.After Tax d) Diluted Earnings per share (Rs.72 Rs.3.16 1.50 23.37 10.13 (35.59 1.79 0.84 10.921 2007-08 1.91 8.Cash .35 105.98 22.46 4.37 5.) – 61.39 1.10) The management has. Capital work in progress includes Machinery in stock.72 37. in Crore (10 Million) 2008-09 Power and Fuel Salaries & Wages Employees’ Welfare and Other benefits Store Consumed Insurance Rent Consultancy Charges Travelling Expenses Miscellaneous Expenses Interest Add : Expenditure upto previous year Less : Transferred to Fixed Assets 7.) 21.32 5.05 1.2008 113.002 53. advances for Construction and Machinery and also include the following pre -operation expenses pending allocation.59 61..00 178.50 11.99 3.302. in Crore (10 Million) As at 31. reassessed and recognised deferred tax assets / (liability) (net) as above.35 0.3.35 12.771.19 29.36 38.530.02 111. based on its operational parameters and future earnings.462 40. Rs.19 1.90 76.179.40 0. of Equity Shares (Basic) Effect of potential equity shares on : .

(c) (d) 25.22 23.509 Tonnes).. Particulars of Raw Materials consumed : Description 2008-09 Quantity Tonnes Amount Rs.829 Tonnes .64 crore).995) (1286.e.456 2.759 40.in Crore Description Notes : (a) (b) As certified by the Management .55 crore (Previous year Rs.f Jan / Feb 09.000 36.000) (34. Figures in bracket represent previous year.94 Limestone Gypsum Fly ash Others 42. in Crore (10 Miln) 47.12. Particulars of Capacity (Per annum) Production.67 15.997 (b) (36.68.392 40.078 9.72.Rs. Including Clinker sale Rs.54 2007-08 Quantity Tonnes Amount Rs.90.81 crore) and Other sales Rs.01) (c) 1404. crore) 26.503 Tonnes) and Cement used in Ready Mix Concrete (RMC) 62.331 Tonnes (Previous year 28.82 41.919 Tonnes (Previous year 1.) 24.Rs.20.721 5.48.08 crore (Previous year Rs.01 42. increased w.438 Tonnes .25.29) (27. in Crore (b) Cement Tonnes 47.05 Opening Stocks Quantity Rs.57.7.88.80..76 crore (Previous year Rs.22 28.45. in Crore (10 Miln) 57.94 crore).53.36) (42.71 36.22.025) (36.2.75 35.959 6.27.449 27.335 1. Disclosure pursuant to Clause 32 of the Listing Agreement : Nil Note : Loans / Advances to employees as per Company’s policy are not considered. Sales and Stocks : Installed Capacity (a) Unit Quantity Sales Production Quantity Quantity Rs. Includes Clinker sale 3.12.959) (6.05 27.24.87. 44 .81 crore (Previous year :24. RMC sale Rs.692 5. Purchase of Finished Goods 20.75 163.597) (10.34 122. in Crore Closing Stocks Quantity Rs .98.25.Annual Report 2008-09 Schedule 19 (Contd.50.51.

23 0.65 (0.Schedule 19 (Contd.51) 2.16 0.16 0.23) 12.78) 3.62 0. Item “Contributions to Provident and Other Funds” is Rs.62 – – LIC (1994-96) duly modified LIC (1994-96) duly modified age upto 30-3%.88 – – 7.17) 12.85 2.28 0.32) (0.19 1.14 8. 2009 Change in obligation during the Year ended 31st March 2009 Present Value of Defined Benefit Obligation at the beginning of the year Current Service Cost Interest Cost Actuarial (Gains) / Losses Benefits Payments Present Value of Defined Benefit Obligation at the end of the year Change in Assets during the year ended 31st March 2009 Fair value of plan assets at the beginning of the year Expected return on plan assets Contributions by employers Actual benefits paid Actuarial Gains / (losses) Fair value of plan assets at the end of the year Actual return on plan assets The major categories of plan assets as % of total plan Mutual Fund Actuarial Assumptions : Discount Rate Expected rate of return on plan assets Mortality Turnover rate Salary Escalation Rs.38 2.00% – – – (0.16 0.85 3.01 (0.2.98 0.88 1.76 crore (Previous year Rs. Rs. 2009 Fair value of plan assets as at 31st March.50% 8.12 – 0.62 (0.14 – – (3. 2009 Funded status [Surplus / (Deficit)] Net asset / (liability) as at 31st March.26 (0.90 16.62 2.4.62 0.08 (2. Employee Defined Benefits : (a) Defined Benefit Plans / Long Term Compensated Absences .89 100% 7.33 0.1.18 10.90 crore) for leave encashment.58 0.32) 16.29) 2.1. Crore (10 Million) 2007-08 Gratuity Leave Funded Encashment Non Funded 0.upto 44-2%.88 (0.49 0.As per Actuarial Valuation on 31st March 2009. Item “Salaries.16 – 0.64 2.00% – – – (0.40 4.29 0.42) 0.21 crore) for PF funded.85 14.42) 3.67 0.58 0.22 (0. 2008-09 Gratuity Leave Funded Encashment Non Funded I 1 2 3 4 5 II 1 2 3 4 III 1 2 3 4 5 6 IV 1 2 3 4 5 6 7 V VI 1 2 3 4 5 a) Expenses recognised in the Statement of Profit & Loss Account for the year ended 31st March 2009 Current Service Cost Interest Cost Expected return on plan assets Actuarial (Gains) / Losses Total expense Net Asset/(Liability) recognised in the Balance Sheet as at 31st March 2009 Present Value of Defined Benefit Obligation as at 31st March.98 crore) for gratuity.14) 12.12 0.51) (1.) 28.17) 0.. 45 .85 (0.29) 0.62) 2..73 0.23 10.88 0.85 3.29 0.0. Wages.88 0.64 (0.23 – – (2.85) 3.18 0.27 10.67 (1.78) (2. above 44-1% 5% 5% Defined Benefit Plan Amounts recognized as an expenses and included in the Schedule 14 and note 21 of herein above.14) 14.1.00% 8.72 100% 7.08 0.67 0.28 crore (Previous year Rs.33 crore (Previous year Rs. Bonus and Gratuity etc” includes Rs.

Previous year’s figures have been re-arranged and re-cast wherever necessary.50 100. KHAITAN PRADEEP DINODIA Dr.17 crore (Previous year Rs.2.V.75 (b) d) Raw Materials. take account of inflation.75 – 7.14 91. assessed risks of assets management. DAGA Vice President & Company Secretary Directors 46 .09 Rs.00 100.G.58 0.K. promotion and other relevant factors. such as supply and demand in the employment market. historical results of return on plan assets and the policy for plan assets management.54 5.69 16.Annual Report 2008-09 Schedule 19 (Contd.92 85. CHOUKSEY S.00 100. BHARGAVA KASHI NATH MEMANI N. (d) The estimates of future salary increase.94 3.50 93.96 b) Earning in Foreign Currency on account of FOB value of Exports – – c) i) ii) iii) iv) C.40 0. Lodha Partner Membership No.00 4.in crore (10 Million) 2008-09 2007-08 a) Expenditure in Foreign Currency on account of i) Consultancy and know-how fee 1. Stores and Spares consumed : i) Raw Materials : Imported Indigenous Stores and Spares : Imported Indigenous* % of Total – 100.68 47. R.54 163. considered in actuarial valuation. Other Particulars : Rs.94 122.98 crore) 30.K. 29. AJAY DUA AMITA NARAIN B. (c) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held.F.) – 163.79 2008 .H. Value of Imports : Raw Materials Power & Fuel Stores and Spares Capital Goods – 21. WALI Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.S.3. H.98 0.42 9.46 – -7.78 95.41 crore (Previous year Rs.00 6.in crore (10 Miln.19 1.05 71.77 ii) Others 0.P.00 2007 .2. seniority.I. Chartered Accountants N.18 crore). the 13th May 2009 B.08 Rs.in crore % of Total (10 Miln.41 68.: 85155 New Delhi.K.22 100.) – 122.. SINGHANIA S.00 ii) *Excluding Scrap sale Rs.06 – 100.3.) Defined Contribution Plans Amount recognized as an expense and included in the Schedule 14 “ Contributions to Provident and other Funds” of Profit and Loss Account Rs. SINGHANIA VINITA SINGHANIA Dr. SINGHANIA B. the Company’s actuary has expressed his inability to reliably measure the provident fund liability. (e) Provident Fund Pending the issuance of the Guidance Note from the Actuarial Society of India.

03. GENERIC NAMES OF PRINCIPAL PRODUCTS / SERVICES OF THE COMPANY (As per Monetary terms) Item Code No. Part IV of the Companies Act 1956 I.902 29. SINGHANIA S. REGISTRATION DETAILS : Registration No. BHARGAVA KASHI NATH MEMANI N. AJAY DUA AMITA NARAIN B. CAPITAL RAISED DURING THE YEAR (Amount in Rs.29 Cement H. DAGA Vice President & Company Secretary New Delhi.699.835.000 11.K.V.060 2. Thousands) Turnover including Other Income Total Expenditure Profit before tax and exceptional item Profit After Tax Earnings per Share (Rs.19 40% 2523.808 Nil Nil 14.S.309. Thousands) Total Liabilities Total Assets SOURCES OF FUNDS Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Deferred Tax Liability APPLICATION OF FUNDS Net Fixed Assets Investments Net Current Assets Miscellaneous Expenditure Accumulated Losses IV.309. SINGHANIA VINITA SINGHANIA Dr.129 3.H.915 611.101. Product Description 019511 17 31.901 7.915 18. KHAITAN PRADEEP DINODIA Dr. State Code Balance Sheet Date II.266.469 351.G.2009 Nil Nil Nil Nil 18. PERFORMANCE OF THE COMPANY (Amount in Rs. R.700.295 1. CHOUKSEY S.P.) Dividend Rate (%) V.836 1.736.785. SINGHANIA B. WALI Chairman Vice Chairman & Managing Director Managing Director Directors B. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs.K.896 11. the 13th May 2009 47 .294 889.101. Thousands) Public Issue Bonus Issue Rights Issue Private Placement III.290.566 5.Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI.

54 (26.46) (68.92) (13.90) 33. SINGHANIA VINITA SINGHANIA Dr.00 391.29 322.90 150.11 353.56 (25.36) 43. DAGA Vice President & Company Secretary Directors 48 . SINGHANIA B.57) (0.96 0. Lodha Partner Membership No.V.31) (4.21) 53.80) (0. CHOUKSEY S.13) Rs.43) 0. C. F.81) 382.60) (4.12 337. Cash and Cash Equivalents include: .03) (3.K.56) – 134.02 288.27 49.10) (10.30 (13.91) 347.51 0.54) 196.29 (6. R.58 (161. E.59 (140. KHAITAN PRADEEP DINODIA Dr.67 36.11 (28.66 (228. Notes: 1.12) (4.38 (74. Chartered Accountants N.67 (51.01) (20.93 (265. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax and exceptional items Adjustments for: Depreciation Interest on Investments.H.67 25. BHARGAVA KASHI NATH MEMANI N.38 (25.16 408.65 326. in Crore (10 Million) 2007-08 271. SINGHANIA S. 38.68 347.97) 4. the 13th May 2009 B. Deposits & Others Profit on sale of assets & investments (net) Bad debts recovered Interest expenses (Gross) Provision for doubtful debts Operating Profit before Working Capital changes Adjustments for: Trade and Other Receivables Inventories Trade and Other Payables Cash generated from Operations Income Tax Payments Net Cash from Operating Activities CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets Sale of Fixed Assets (Purchase)/Sale of Investments (net) Interest Received Net Cash from/(used in ) Investing Activities CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Share Capital (net) Proceeds from Long-term borrowings Repayment of Long-term borrowings Short-term borrowings (net) Interest / premium paid Dividend Paid (including dividend distribution tax) Yield Equivalisation / NPV Gain (net) Net Cash from / (used in) Financing Activities Increase / (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents as at the beginning of the year Cash and Cash Equivalents as at the close of the year 226.61 312. D.G.97 (409. Cheques in hand and remittances in transit .68 69.Cash.: 85155 New Delhi.S.Balances with Scheduled Banks 2.29 18.59 15.P.29 347. Previous year’s figures have been re-arranged and re-cast wherever necessary.83) 42.K.74) – (67.90) 311.57 B. AJAY DUA AMITA NARAIN B.98) (89.58 H.21) 49.58 (96. WALI Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.Annual Report 2008-09 CASH FLOW STATEMENT For the year Ended 31st March 2009 2008-09 A.58 58.84) (20.K.57) 0.58 326.

BHARGAVA KASHI NATH MEMANI N. the 13th May 2009 49 . ii) Dealt with in the Holding Company’s Accounts : a) b) For the Financial year of the Subsidiary For the previous Financial years since it became the Holding Company’s Subsidiary Rs.f 01. 31. DAGA Vice President & Company Secretary New Delhi. AJAY DUA AMITA NARAIN B.K.2008 Rs.V. WALI Chairman Vice Chairman & Managing Director Managing Director Directors B.e. 73.STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT. SINGHANIA S. Nil Rs.H. 1956 1 2 3 Name of the Subsidiary Company Financial year of the Company ended on Shares held in the Subsidiary Company on the above date : i) II) 4 Number . CHOUKSEY S.S.007 100% Hansdeep Industries & Trading Co. Nil Not Applicable Additional Information u/s 212 (5) H. SINGHANIA VINITA SINGHANIA Dr. Ltd.Equity Extent of holding 50.G. R.K.10.2009 The net aggregate amount of the Profits/(losses) of the Subsidiary Company as far as it concerns the members of the Holding Company : i) Not dealt with in the Holding Company’s Accounts : a) b) For the Financial year of the Subsidiary For the previous Financial years since it became the Holding Company’s Subsidiary Rs. KHAITAN PRADEEP DINODIA Dr.03.P. SINGHANIA B.103 Not Applicable since became subsidiary w.

the requirement of furnishing particulars of energy conservation. retire and are eligible for re-appointment.Jaykaypuram. The observations of the Auditors in their Report on Accounts read with the relevant notes are selfexplanatory. Registered Office:. the accounting policies 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 & Loss of the Company for the financial year ended 31st March 2009.Rustagi Place : New Delhi Date : 11th May 2009 Director . Basantgarh.R. Lunawat & Co. There being no operations during the year. is not applicable to the Company. 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. Rajasthan. PARTICULARS OF EMPLOYEES The Company does not have any employee of whom the particulars in pursuance of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are required to be furnished. 73. District Sirohi. The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2009. AUDITORS M/s. 81. The Company has now become a wholly-owned subsidiary of JK Lakshmi Cement Limited. During the year under review the Company could not pursue any business activity. 50 • • • Lajpat Rai Puri P.f. During the financial year 2008-09. Puri retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible. 8. DIRECTORS Shri L. Profit after tax was Rs. OPERATIONS & OUTLOOK The Company continuous to explore the possibility of setting up an economically viable business prospective. 1956 and based on the confirmations received from the concerned officers.e. Chartered Accountants. the applicable accounting standards have been followed along with proper explanation relating to material departures in the financial statement. Taking into account the deficit of Rs.985 brought forward from previous year. Bahadur Shah Zafar Marg. New Delhi – 110 002 on Monday.103.f. the 5th January 2009. the Company’s name has been changed to HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED w..K.882 is carried forward to the Balance Sheet. CONSERVATION OF ENERGY ETC. the deficit of Rs. engaged in the business of manufacture and sale of cement. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 217(2AA) of the Companies Act. 3. the Directors state that : • in the preparation of the Annual Accounts. and the annual accounts have been prepared on a going concern basis. 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. Auditors of the Company. w.e.Annual Report 2008-09 DIRECTORS‘ TO THE MEMBERS REPORT technology absorption. 22nd October 2008. offers himself for re-appointment. As approved by the Shareholders at the Extra-ordinary General Meeting held at the Registered Office of the Company at Link House. foreign exchange earnings and outgo. 22nd January 2009 and the Objects to be pursued by the Company have also been amended to include manufacturing and trading activities.

Chartered Accountants CA. the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. none of the directors is disqualified from being appointed as a director under clause (g) of subsection (1) of section 274 of the Companies Act. As required by the Companies (Auditor’s Report) Order. of the state of affairs of the Company as at 31st March. These financial statements are the responsibility of the Company’s management. An audit also includes assessing the accounting principles used and significant estimates made by management. in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet. Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. of the Cash Flow for the year ended on that date. give the information required by the Companies Act. 1956. (iv) In our opinion. and (c) In the case of Cash Flow Statement of the Company. proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED (Formerly Known as Swasthya Medicare Services Limited) We have audited the attached Balance Sheet of HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED (Formerly Known as Swasthya Medicare Services Limited) as at 31st March 2009. (b) In the case of the Profit and Loss Account. 1956 (The Act). Further to our comments in the Annexure referred to above. We believe that our audit provides a reasonable basis for our opinion. Reeta Jain Partner M.92533 New Delhi 11th May 2009 51 . 1956. 2009. on a test basis.HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED AUDITORS‘ To the Members of REPORT (ii) In our opinion. No. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 1956. Our responsibility is to express an opinion on these financial statements based on our audit. Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act. we report that : (i) We have obtained all the information and explanations. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We conducted our audit in accordance with auditing standards generally accepted in India. of the Profit for the year ended on that date. which to the best of our knowledge and belief were necessary for the purpose of our audit. 2003 (as amended) (The Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. (iii) The Balance Sheet. (v) As per the information and explanation given to us. the Balance Sheet. evidence supporting the amounts and disclosures in the financial statements. An audit includes examining. In our opinion and to the best of our information and according to the explanations given to us. as well as evaluating the overall financial statement presentation. the said accounts read together with notes thereon. For Lunawat & Co.

In our opinion. 4. the provisions of clause 4 (xiii) of the said Order are not applicable to the Company. For Lunawat & Co. 15. According to the information and explanations given to us. Custom Duty. 11. bank or debenture holders does not arise. 19. In our opinion. Accordingly sub – clause 4(v) (b) is not applicable. 10. 1956. No. In our opinion and according to the information and explanations given to us no term loans were raised during the year. no fraud on or by the Company has been noticed or reported during the course of our audit. Service Tax. debentures or other securities. 21. The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year. the Company has not accepted any deposits from the public in contravention with the provisions of section 58A. its accounting of income and expenditure. Accordingly. secured or unsecured to / from. 58AA or any other relevant provisions of the Companies Act. bank or debenture holders. (c) According to the information and explanation given to us. In our opinion and according to the information and explanations given to us the Company is not required to maintain the cost records under section 209(1) (d) of the Companies Act. the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. hence question of default in repayment of dues to a financial institution. 1. Chartered Accountants CA. Service Tax. Excise Duty and Cess. In our opinion. we have not observed any continuing failure to correct major weaknesses in internal control system. as at the year end for a period of more than six months from the date they became payable. there are no dues of Income Tax. Wealth Tax. Apart from income tax and cess. 1975 with regard to the deposits accepted from the public. the Company has not taken any loans from financial institution. during the period covered by our audit report. 2. 3. 13. Sales Tax. securities. Accordingly sub – clause 4(iii) (b) to (d) . (b) According to the information and explanations given to us. According to the information and explanations given to us. Sales Tax. In our opinion and according to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company. 6. 7. hence there was no stock-in-trade. 17. no monies were raised by public issues during the year. Custom Duty. 1956. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company. 16. there is adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to investments.92533 New Delhi 11th May 2009 52 . 12. the accumulated losses of the Company are not more than fifty percent of its net worth. Reeta Jain Partner M. there were no transactions that needed to be entered into the register maintained under section 301 of the Companies Act. 5. 1956 and the Companies (Acceptance of Deposits) Rules. According to the information and explanations given to us. During the course of our audit. In our opinion and according to the information and explanations given to us. the Company is not dealing in or trading in shares. In our opinion and according to the information and explanations given to us. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues. the Company does not require to have an internal audit system as its paid up capital and reserves or turnover does not exceed the prescribed limits. which have not been deposited on account of any disputes. There were no Fixed Assets during the year. the Company is not a chit fund or a Nidhi mutual benefit fund/society. No Business was transacted during the year. According to the information and explanations given to us. debentures and other investments. No order has been passed by the Company Law Board or National Company Law Tribunal or RBI or any court or any other Tribunal in this regard. 18. 9. Therefore. The company has neither granted nor taken any loans. Wealth Tax. other material statutory dues are not applicable to the Company. 8. According to the information and explanations given to us. (f) & (g) are not applicable. Excise Duty and Cess were in arrears. the Company had not issued any debentures. 20. We are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares. we report that no funds were raised on shortterm basis during the year. 14. firms or other parties covered in the register maintained under section 301 of the Act. no undisputed amounts payable in respect of Income Tax. the provisions of clause 4(xiv) of the said Order are not applicable to the Company. In our opinion.Annual Report 2008-09 ANNEXURE TO THE AUDITORS’ REPORT HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED (Formerly Known as Swasthya Medicare Services Limited) Referred to in paragraph 3 of our report of even date. Accordingly clause 4(ii) (b) & (c) are not applicable. In our opinion and according to the information and explanations given to us.

Chartered Accountants. No. 92533 New Delhi 11th May 2009 Lajpat Rai Puri P. Schedule SOURCES OF FUNDS Shareholders’ Fund Capital Total APPLICATION OF FUNDS Investments Current Assets.HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED BALANCE SHEET As at 31st March 2009 Rs. Loans and Advances Cash and Bank Balances Loans and Advances 3 4 39298 107251 146549 Less: Current Liabilities and Provisions Net Current Assets Profit & Loss Account (Balance as per annexed Profit & Loss Account) Total Notes on Accounts Schedule 1 to 5 and 8 attached to the Balance Sheet are an integral part thereof 8 8882 500070 81985 500070 5 55361 91188 51. Reeta Jain Partner M. CA. K. Rustagi Director 53 .848 11919 63767 45682 18085 2 400000 400000 1 500070 500070 500070 500070 31st March 2009 31st March 2008 As per our report of even date For LUNAWAT & CO.

) Notes on Accounts Schedule 6 to 8 attached to the Profit & Loss Account are an integral part thereof 8 32690 – 73103 (81985) (8882) 1.57 105793 6191 6191 41041 47232 – 47232 2008-09 2007-08 As per our report of even date For LUNAWAT & CO. Rustagi Director 54 .Current Tax . K. CA. 92533 New Delhi 11th May 2009 Lajpat Rai Puri P.46 15826 (3155) 28370 (110355) (81985) 0. Chartered Accountants.Annual Report 2008-09 PROFIT AND LOSS ACCOUNT For The Year Ended 31st March 2009 Rs. Schedule INCOME Interest on FDR Other Income 6 – 119258 119258 EXPENDITURE Administrative Expenses 7 13465 13465 Profit Before Tax Provision for Taxation . Reeta Jain Partner M.For earlier years Profit After Tax Balance brought forward Balance carried forward Basic / Diluted Earnings per Share (Rs. No.

000 Units) (Aggregate market value Rs.Series 37.000.20. 400152 ) 400000 400000 Schedule 3 CASH & BANK BALANCES Cash in hand Balance with Scheduled Bank on Current Account Schedule 4 LOANS AND ADVANCES (Unsecured.000.40.) 20000000 20000000 20000000 20000000 2.000 Units .00.007 of Rs.007 Nos.Previous year .each (Previous year 2.000 preference shares) Issued.20.00. 10 each (Previous year. 100/.00.444204.000 Preference Shares of Rs.50.13 Months (40.00.000 Nos.Previous year Rs.10/.HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED Rs.000 of Rs.each (Previous year. considered good) 347 38951 39298 347 51501 51848 Advances recoverable in cash or in kind or for value to be received Income-tax Advance Payments Schedule 5 CURRENT LIABILITIES & PROVISIONS Current Liabilities Sundry Creditors Other Liabilities Provisions Income Tax Provision 93000 14251 107251 – 11919 11919 9989 – 45372 55361 2008-09 6742 26258 12682 45682 2007-08 Schedule 6 INCOME Interest on FDR Other Income Schedule 7 ADMINISTRATIVE EXPENSES Filing Charges Audit Fees Miscellaneous Expenses Legal & Professional – 119258 119258 47232 – 47232 4000 6618 161 2686 13465 1500 3371 197 1123 6191 55 .50.) 500070 500070 500070 500070 Schedule 2 CURRENT INVESTMENT (Fully paid up unless otherwise specified) (Other than trade) LIC MF Fixed Maturity Plan. 31st March 2008 31st March 2009 Schedule 1 CAPITAL Authorised: Equity Shares. Subscribed & Paid up : Equity Shares.

Hence the disclosure required in terms of AS-17 issued under Companies (Accounting Standard) Rules. Long Term Investments are stated at Cost.f 1. 9. of resources embodying economic benefits.10 each 50007 50007 Basic / Diluted Earnings per Share (Rs. 3.) 1. 11.) 73103 28370 Weighted Average Number of Equity Shares of Rs. 92533 New Delhi 11th May 2009 Lajpat Rai Puri P. Accounting policies not specifically referred to otherwise are consistent with generally accepted accounting principles. JK Lakshmi Cement Ltd. B.10. Deferred Tax Assets in terms of AS-22 on carry forward losses has not been recognised. The name of the Company has been changed from Swasthya Medicare Services Ltd. is holding company. 8. 3. Significant Accounting Policies Accounting Convention The Financial Statements are prepared under historical cost convention in accordance with generally accepted accounting principles in India. Puri is the key management person. 6. 4. 4. Revenue Recognition Revenue is recognised when there is no significant uncertainty existing as to the determination or collection of the same. The entity is being engaged in one business segment.Nil) Amount paid to Auditors :2008-09 2007-08 Statutory Audit Fee (Rs. w. 2006 is not applicable. Hence. Previous year’s figures have been rearranged and regrouped wherever necessary.2008 & 22. 2006 are as under:- 2.2008 respectively. 10. CA.) 6000 3000 Expenditure / Earnings in foreign currency . No. 5.Nil (Previous year . Particulars 2008-09 2007-08 Net Profit After Tax (Rs.Annual Report 2008-09 Schedule 8 NOTES ON ACCOUNTS A. Chartered Accountants. There is no transaction with key management person.e. Earnings per Share Computed in accordance with the Accounting Standard-20 issued under the Companies (Accounting Standards) Rules. Notes on Accounts There was no employee during the year. 1. Fixed Assets Fixed Assets are stated at Historical cost. 2. and has become subsidiary and wholly owned subsidiary of JK Lakshmi Cement Ltd. Contingent Liability . Reeta Jain Partner M. however any permanent diminution in the value of long term investment is also accounted for.R.Nil (Previous year Nil) There are no parties registered under Micro Small and Medium Enterprises Development Act. Investments Current Investments are stated at the lower of Cost and Fair Value. As per our report of even date For LUNAWAT & CO. Provisions Provisions are recognised when there is a present obligation of the enterprise arising from past events .10. the settlement of which is expected to result in an outflow from the enterprise.57 7. Mr. 5. 6. K. 1. disclosure required in terms of AS-18 is not applicable. However there are no Fixed Assets of the Company. L. holding company and related parties in terms of AS-18.46 0. Cost includes costs attributable to acquisition & installation of assets. Rustagi Director 56 . to Hansdeep Industries & Trading Company Ltd. 2006 with which the Company has any dealing during the year.

92533 New Delhi 11th May 2009 Lajpat Rai Puri P. No. 2008-09 A. hence previous year figures have not been given. F. Cash Flow Statements (Revised). Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) E.Cash & Cash Equivalents Closing Balance . C.Balance with Scheduled Bank Total 2 Accounting Standard -3. Chartered Accountants.Cash on hand .Cash & Cash Equivalents (D + E) Closing Cash and Cash Equivalents include: . CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax Operating Profit before working capital changes Adjustment for : Trade and Other Receivables Trade and Other Payables Cash Generated from Operations Direct Tax paid (Net) Net Cash from Operating Activities B. CASH FLOW FROM INVESTING ACTIVITIES CASH FLOW FROM FINANCING ACTIVITIES Net Cash from Financing Activities D. K. Rustagi Director 57 . 347 38951 39298 (12550) 51848 39298 – (93000) (23011) (10218) (2332) (12550) – 105793 105793 Notes: As per our report of even date For LUNAWAT & CO. Reeta Jain Partner M. has became applicable for the first time in the current year . CA. 1 Opening Balance .HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED CASH FLOW STATEMENT For the year Ended 31st March 2009 Rs.

REGISTRATION DETAILS Registration No. I. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. Thousands) Total Liabilities Total Assets Sources of funds Paid up capital Secured loans Reserves & Surplus Unsecured loans Application of funds Net fixed assets Investments Net current assets Misc.2009 Nil Nil Nil Nil 555 555 500 Nil Nil Nil Nil 400 91 Nil 9 119 13 106 73 1.Annual Report 2008-09 Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI.) Dividend rate % V. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs.46 Nil Nil Financial Services Lajpat Rai Puri P. Rustagi New Delhi 11th May 2009 Director 58 . expenditure Accumulated losses IV. K. Part IV of the Companies Act 1956. THOUSANDS) Public Issue Bonus Issue Right Issue Private Placement III. State Code Balance Sheet date II.3. (ITC Code ) Product description 54817 55 31. PERFORMANCE OF COMPANY (Amount in Rs. Thousands) Turnover & other Income Total expenditure Profit before tax Profit after tax Earning per share (Rs. GENERIC NAME OF PRINCIPAL PRODUCTS / SERVICES OF COMPANY Item code No.

549 as at March 31. In our opinion. We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion. evidence supporting. An audit includes examining. the amounts and disclosures in the financial statements. based on our audit and the reports of other auditors.AUDITORS‘ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS TO THE BOARD OF DIRECTORS OF JK LAKSHMI CEMENT LIMITED 1. These statements were audited by other auditors whose report has been furnished to us. on a test basis. subject to Note 4 regarding nonpreparation of notes and schedules as stated in the said note. as well as evaluating the overall financial statement New Delhi Date : 13th May 2009 N.5. These financial statements are the responsibility of the Company’s management. on the basis of the individual financial statements of JK Lakshmi Cement Limited and its subsidiary companies included in the aforesaid consolidation.46. Hansdeep Industries and Trading Co Ltd. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. LODHA Partner Membership No. ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India. We conducted our audit in accordance with generally accepted auditing standards in India. Our responsibility is to express an opinion on these financial statements based on our audit. 1.258 for the year ended. 2009. An audit also includes assessing the accounting principles used and significant estimates made by management. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21.: 85155 For LODHA & CO. presentation. 2. We did not audit the financial statements of the subsidiary company. 2009 and of the results of their operations for the year ended in conformity with generally accepted accounting principles in India. so far as it relates to this company is based solely on the report of the other auditors. 2009 and total revenues of Rs. Chartered Accountants 4. whose financial statements reflect total assets of Rs. and our opinion. 59 .19. K. the consolidated financial statements referred to above give a true and fair view of the financial position of JK Lakshmi Cement Limited and its subsidiary company as at March 31. 3. We have audited the attached Consolidated Balance Sheet of JK Lakshmi Cement Limited and its subsidiary Company as at March 31. the related Profit & Loss Account for the year then ended and the Cash Flow Statement for the year ended.

in Crore (10 Million) 31st March 2009 SOURCES OF FUNDS Shareholders’ Funds Capital Reserves and Surplus Loans Secured Loans Unsecured Loans Deferred Tax Liability (Net) Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work-in-progress Investments Current Assets.48 747. R.99 1569.V.19 770. WALI Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.: 85155 New Delhi.63 129.67 35.K. SINGHANIA S.P. the 13th May 2009 B.02 H. BHARGAVA KASHI NATH MEMANI N.09 97.39 1013.25 573.96 631.K.90 66. Lodha Partner Membership No. AJAY DUA AMITA NARAIN B.02 23.06 831.13 88.04 1110.32 326. KHAITAN PRADEEP DINODIA Dr.10 1569.02 1760.96 261.G. DAGA Vice President & Company Secretary Directors 60 . CHOUKSEY S.K. SINGHANIA B. SINGHANIA VINITA SINGHANIA Dr.S.97 369.Annual Report 2008-09 CONSOLIDATED BALANCE SHEET As at 31st March 2009 Rs.H. Chartered Accountants N.04 702. Loans and Advances Inventories Sundry Debtors Cash and Bank Balances Loans and Advances Less: Current Liabilities and Provisions Net Current Assets Total Notes on Account 61.67 215.

CHOUKSEY S.After Tax Diluted Earning per Share (Rs. AJAY DUA AMITA NARAIN B.90 316. BHARGAVA KASHI NATH MEMANI N.K. WALI 1404.57 47.10 (25.47 4.80 69.) .05 179.K.47 250.00 102.15 1230. SINGHANIA S.69 25.53 6.19 29.V.68 (6.52 1224.P.CONSOLIDATED PROFIT AND LOSS ACCOUNT For The Year Ended 31st March 2009 Rs.07 255.60 77.19 Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.10 255.16 588. R.57) 0. the 13th May 2009 B. KHAITAN PRADEEP DINODIA Dr.: 85155 New Delhi. SINGHANIA VINITA SINGHANIA Dr.S.70 40. in Crore (10 Million) 2008-09 INCOME Sales Less : Excise Duty Net Sales Other Income Increase/(Decrease) in Stock EXPENDITURE Employees Manufacturing Expenses Other Expenses PROFIT BEFORE INTEREST AND DEPRECIATION Cost of Borrowings PROFIT BEFORE DEPRECIATION Depreciation PROFIT AFTER DEPRECIATION Provision for Current Tax Deferred Tax MAT Credit Entitlements Provision for Fringe Benefit Tax PROFIT AFTER TAX Balance brought forward APPROPRIATIONS Proposed Dividend Corporate Dividend Tax General Reserve Balance carried forward Basic Earning per Share (Rs.K.) Notes on Accounts H.71 20.70 24. Lodha Partner Membership No.91 295. SINGHANIA B.11 226.G.16 125.07) 1224.61 69.27 907.Cash .H.99 178. DAGA Vice President & Company Secretary Directors 61 . Chartered Accountants N.49 29.

AJAY DUA AMITA NARAIN B. the 13th May 2009 B. SINGHANIA B. 4. The Consolidated Financial Statements have been prepared based on a line-by-line consolidation using uniform accounting policies for like transactions and other events in similar circumstances.G. Being first year of consolidation. 2. R. DAGA Vice President & Company Secretary Directors 62 .K. H. 2009.K.P. 3. CHOUKSEY S. 5. The Accounts have been prepared to comply with the requirements of Accounting Standard – 21 to include all material items.S. WALI Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.K. SINGHANIA VINITA SINGHANIA Dr. SINGHANIA S. Consolidated Financial Statements (CFS) comprised the financial statements of JK Lakshmi Cement Limited and its subsidiary Hansdeep Industries & Trading Co Ltd. previous year figures have not been given. In view of insignificant / negligible transactions of the subsidiary Company.V.: 85155 New Delhi. Chartered Accountants N.(Shareholding 100%. Incorporated in India)as on March 31. notes and schedules are not prepared. The effects of intra group transactions are eliminated in consolidation.H. Lodha Partner Membership No. KHAITAN PRADEEP DINODIA Dr.Annual Report 2008-09 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. BHARGAVA KASHI NATH MEMANI N.

G.66 (228.P. CHOUKSEY S.58 326. AJAY DUA AMITA NARAIN B.93 (265. Cheques in hand and remittances in transit . WALI Chairman Vice Chairman & Managing Director Managing Director As per our report of even date For LODHA & CO.67 H.90) 33. Deposits & Others Profit on sale of assets & investments (net) Bad debts recovered Interest expenses (Gross) Provision for doubtful debts Operating Profit before Working Capital changes Adjustments for: Trade and Other Receivables Inventories Trade and Other Payables Cash generated from Operations Income Tax Payments Net Cash from Operating Activities B. Increase / (Decrease) in Cash and Cash Equivalents E.H.Cash. 226. Cash and Cash Equivalents include: .K.31 (13.02 288. in Crore (10 Million) 2008-09 CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax Adjustments for: Depreciation Interest on Investments. Chartered Accountants N.V.S. BHARGAVA KASHI NATH MEMANI N.69 69. SINGHANIA VINITA SINGHANIA Dr. KHAITAN PRADEEP DINODIA Dr.80) (0.56 (25.38 (74.97) 4.67 (51.60) (4.56) 134.90) 311.83) 42. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets Sale of Fixed Assets (Purchase) / Sale of Investments (net) Interest Received Net Cash from / (used in) Investing Activities C.61 312.43) 0.67 38.11 (28.01) (20. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long-term borrowings Repayment of Long-term borrowings Short-term borrowings (net) Interest paid Dividend Paid (including dividend distribution tax) Net Cash from / (used in) Financing Activities D.65 326.10) (10.21) 49.K. Cash and Cash Equivalents as at the close of the year Notes : 1.CONSOLIDATED CASH FLOW STATEMENT For the Year Ended 31st March 2009 Rs. SINGHANIA S.: 85155 New Delhi. R.Balances with Scheduled Banks A. DAGA Vice President & Company Secretary Directors 63 . Lodha Partner Membership No.51 0.12 337.K.74) (67.04) (3. Cash and Cash Equivalents as at the beginning of the year F.91) 347.59 (140. SINGHANIA B. the 13th May 2009 B.

4. Sirohi (Rajasthan). B. excluding service tax as applicable and reimbursement of travelling and other out-of-pocket expenses actually incurred by the said Auditors in connection with the audit. To appoint a Director in place of Shri B.(Rupees Six lac Fifty thousand) only. 3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. PROXIES IN ORDER TO BE EFFECTIVE. the following as Ordinary Resolution: “RESOLVED that Dr. Office: Jaykaypuram-307 019 Basantgarh. on Saturday. To receive. offers himself for re-appointment. Sirohi. the 25th July 2009 at 2:30 P. 3. consider and adopt the Audited Accounts of the Company for the financial year ended 31st March 2009 and the Reports of the Directors and Auditors thereon. Basantgarh. Explanatory Statement pursuant to Section 173(2) of the Companies Act 1956 is annexed. 64 . Bahadur Shah Zafar Marg. M/s. with or without modification(s). who retires by rotation and being eligible. The Registers of Members and Share Transfer Books of the Company shall remain closed from 21st July 2009 to 25th July 2009 (both days inclusive).50. with or without modification(s). 4.000/.” 8. New Delhi be and are hereby appointed as Auditors of the Company from the conclusion of the 69th Annual General Meeting upto the conclusion of the next Annual General Meeting on a remuneration of Rs. To appoint a Director in place of Shri Hari Shankar Singhania.. New Delhi 110 002 NOTICE NOTICE is hereby given that the 69th Annual General Meeting of the Members of JK LAKSHMI CEMENT LIMITED will be held at the Registered Office of the Company at Jaykaypuram-307 019. with or without modification(s). 5. Lodha & Co. MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. be and is hereby appointed as a Director liable to retire by rotation on the Board. 2. Rajasthan. 6.K. Chartered Accountants.” As Special Business 6. Dist. whose appointment as Additional Director on the Board determines on the date of the present Annual General Meeting. To consider and if thought fit to pass. to transact the following business : 1. Dist. To appoint Auditors and to fix their remuneration and in connection therewith to pass. who retires by rotation and being eligible. the following as Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 224 of the Companies Act 1956.” By Order of the Board Regd. be and is hereby appointed as a Director liable to retire by rotation on the Board. To consider and if thought fit to pass.M. 13th May 2009 NOTES 1.” 7. To declare dividend. To consider and if thought fit to pass. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.Nehru House. whose appointment as Additional Director on the Board determines on the date of the present Annual General Meeting. Ajay Dua. the following as Ordinary Resolution: “RESOLVED that Shri Pradeep Dinodia. offers himself for reappointment. Bhargava. whose appointment as Additional Director on the Board determines on the date of the present Annual General Meeting. be and is hereby appointed as a Director liable to retire by rotation on the Board.V. Daga Vice President & Company Secretary 2. the following as Ordinary Resolution: “RESOLVED that Shri Kashi Nath Memani. with or without modification(s).

CRISIL Ltd. will be paid to the Members whose names are borne on the Company’s Register of Members on 25th July 2009 or to their mandatees.National Commodity & Derivatives Exchange Ltd. Chairman – Shareholders & Investors Grievance Committee: .Bengal & Assam Company Ltd. 65 . 3 and 4) are given hereunder : Name Age (Years) Qualification Date of Appointment on the Board Name(s) of other Companies in which Directorships held (as per Sections 275 and 278 of the Companies Act 1956) Shri Hari Shankar Singhania 76 B.4..SI Group – India Ltd. if declared at the Annual General Meeting. Member – Audit Committee : .JK Paper Ltd.National Commodity & Derivative Exchange Ltd.Grasim Industries Ltd. .Raymond Ltd.Com.B. .L&T Infrastructure Finance Company Ltd.Excel Crop Care Ltd. Shri B.SI Group – India Ltd. . In respect of shares held in dematerialised form. . M.Raymonds Ltd.CRISIL Ltd. .Excel Crop Care Ltd. 7th December 1951 Chairman : . .CRISIL Ltd.SI Group – India Ltd. . the dividend will be paid on the basis of details of beneficial ownership to be received from the Depositories for this purpose.Grasim Industries Ltd. . . .Grasim Bhiwani Textiles Ltd. The Dividend @ 40% (Rs.ICICI Lombard General Insurance Company Ltd.Grasim Bhiwani Textiles Ltd.JK Tyre & Industries Ltd. .Sc. Member – Shareholders & Investors Grievance Committee : . 4 per Equity Share of Rs. 5. Name(s) of Companies in which Committee Membership(s)/ Chairmanship(s) held (as per Clause 49 of the Listing Agreement) – Chairman – Audit Committee : . Director : . Bhargava 73 LL. 10 each) as recommended by the Board of Directors. . 3rd April 1997 Chairman : . .Supreme Industries Ltd. Appointment of Directors :Brief resumes of the Directors proposed to be re-appointed (Item Nos. .V. .

He has also worked as an industrial consultant in the Soloman Islands on behalf of the Commonwealth Secretariat. aged 70 years. Shri Memani was the Chairman of the American Chamber of Commerce in India during the year 2007-08 and 2005-06 and the President of PHD Chamber of Commerce and Industry and is associated with various other Chambers of Commerce. He held a variety of senior assignments in the Government of Maharashtra and the Government of India. Shri Memani is also a Director on the Board of Aegon Religare Life Insurance Company Ltd. Dr. have been received from members of the Company. Ajay Dua and Shri Pradeep Dinodia were appointed as Additional Directors on the Board w. He is the former President of Federation of Indian Export Organisations and Indo American Chamber of Commerce. India Glycols Ltd. Government of India at New Delhi. educational and charitable organisations and foundations. Emami Ltd.) from the London School of Economics and Politics. Employees’ State Insurance Corporation. Government of India recently appointed Shri Memani as Chairman of the Quality Review Board. Requisite Notices under Section 257 of the Act.e. From July 2005 to July 2007. Dua has written extensively on issues of development including promoting industrialization. Great Eastern Energy Corporation Ltd. 7 & 8 Shri Kashi Nath Memani. Pune. aged 61 years.. HEG Ltd.f. Dr. ICICI Venture Funds Management Company Ltd. He was the Chairman of National Hydro Power Corporation (NHPC) and Rural Electrification Corporation (REC). PHD Chamber of Commerce etc. A career civil servant. Dr. Foreign Taxation..EXPLANATORY STATEMENT UNDER SECTION 173 OF THE COMPANIES ACT 1956 Item Nos. He is the only Indian appointed in this Committee by IMF. UK. India till 31st March 2004. Municipal Commissioner. signifying their intention to propose the names of the said Directors for appointment as Directors liable to retire by rotation.. He did M. Marketing Management and Russian Language. CEO of Maharashtra Housing and Area Development Authority. He has been on the Board of Directors of several Central Public Sector Undertakings in the Indian power 66 . Indo American Chamber of Commerce.. He was on the External Audit Committee (EAC) of the International Monetary Fund (IMF) for two consecutive years (19982000) and was appointed the Chairman of EAC for the year 1999-2000..Sc. and is consulted on the corporate matters by several domestic and foreign companies. an oversight Board to review the quality of Auditors. holds an Honours Degree in Economics. Currently. Financial Consultancy etc. Dr. Shri Memani is also member of governing bodies of some business schools.. Shri Memani was the Chairman & Country Managing Partner of Ernst & Young. He was a Co-Chairman of the Expert Committee constituted by the Ministry of Company Law for the drafting of new Companies Act.D. by the University of Bombay for his work on Economics of Urban Renewal Programmes. housing for the poor and community financing of health care in developing countries. American Chamber of Commerce. Information about the Appointee Directors : Shri Kashi Nath Memani. 5th August 2008. he was the Secretary in the Department of Industrial Policy and Promotion of the Ministry of Commerce and Industry. DLF Ltd. 6. Joint Secretary in the Union Ministry of Power and Director General. Ajay Dua. (Econ.. and National Engineering Industries Ltd. including as Managing Director of Small Industries Promotion Corporation. Dua had joined the Indian Administrative Service in 1971. HT Media Ltd. He specialises in Business and Corporate Advisory. urban planning. 25th August 2008 and 16th March 2009 respectively and hold office upto the date of the present Annual General Meeting. Associated Chamber of Commerce. He was awarded a Ph. pursuant to Section 260 of the Companies Act 1956 (Act). He also holds diplomas in Business Administration. is a Chartered Accountant. he is member of the managing committees of Federation of Indian Chambers of Commerce and Industry. social.

Dua was also assigned the responsibility of formulation of industrial policy. Shri Dinodia is a member of the Finance Committee of India International Centre. He has been a prolific speaker in several Workshops. Tokyo for the year 2006-07. and Member of the Audit Committee of DCM Shriram Consolidated Ltd. Micromatic Grinding Technologies Ltd. and Shareholders & Investors Grievance Committee of Hero Honda Motors Ltd. Dist. Dinodia & Co. Office: Jaykaypuram-307 019 Basantgarh.. Daga Vice President & Company Secretary 67 . both domestic and foreign in Indian industry.) constituted by the Commerce Ministry. and was one of the initiators of the power sector reform-programme in the country. Shri Dinodia is also Chairman of the Audit Committee of Shriram Pistons & Rings Ltd. which is a worldwide association of independent auditing. Dua is Chairman on the Board and Audit Committee of IL&FS Investmart Securities Ltd. Shri Dinodia is the Managing Partner of S. Ajay Dua and Shri Pradeep Dinodia for themselves may be deemed to be concerned or interested in the aforesaid resolutions. and Ultima Finvest Ltd. Dr.R. and is a Director on the Board of DCM Shriram Consolidated Ltd. 13th May 2009 B. Fiscal Laws Committee. is a Chartered Accountant and Senior Counsel in Income Tax Appellate Tribunal.industry. accounting and consulting firms. and IL&FS Investmart Ltd. Hero Honda Motors Ltd. Hero Corporate Service Ltd. the Government of India appointed him as an Advisor in the Ministry of Commerce & Industry for planning and designing the Delhi-Mumbai Industrial Corridor. Shri Dinodia is Chairman on the Board of Shriram Pistons & Rings Ltd. He is an active member of Indo-UK Accountancy Task Force (Jetco. India Branch for six years. He chaired the Governing Council of the prestigious National Institute of Design at Ahmedabad. Government of India. By Order of the Board Regd.. Direct Taxes and Cross Border Transactions. he is also Chairman of the Happy School Society. DFM Foods Ltd. Hero Honda Motors Ltd. Dr. Dua was the Chairperson of the Council of Association of Central Pulp & Paper Research Institute. SPR International Auto Exports Ltd. Peer Review Board and has been a special invitee on the Auditing and Assurance Board of the ICAI. and DFM Foods Ltd. (Rajasthan). an assignment he completed at the end of July 2008.. He was elected the Chairperson of the Asian Productivity Organisation. Sirohi. Upon his retirement on 31st July 2007.. Shri Pradeep Dinodia. He was the Vice Chairman of the International Fiscal Association... Hero Corporate Service Ltd. Shri Dinodia has specialized expertise in Corporate Governance. the National Productivity Council of India and the Jammu & Kashmir Development Finance Corporation. aged 55 years... He also served on the Board of Directors of IDBI and EXIM Bank. Dr.. a leading firm of Chartered Accountants in India established in 1952 and an active member of the MGI. and a Director on the Board of IL&FS Investmart Financial Services Ltd. He has been a member of various technical committees and forums of the Institute of Chartered Accountants of India (ICAI) – Accounting Standard Board. strengthening the intellectual property regime and catalysing investment. Delhi.K. and a Member of its Audit Committee. Seminars and Forums organized by Professional Institutes and Chambers of Commerce and has read Papers on varied topics in all major business centres of the world. Besides. Chairman of the Shareholders & Investors Grievance Committee of DCM Shriram Consolidated Ltd. Dr. None of the Directors other than Shri Kashi Nath Memani.

3. Requests for transfer of Equity Shares and related correspondence should be addressed to the Company’s Registrar and Share Transfer Agents: MCS Limited. if any.2. 50 respectively per 16% NCD (Redemption-cum-interest warrants dated 31. F-65. 68 .2. Members / Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting. Also please do indicate the Pincode Number of your delivery post office while notifying change in your address to the Company where shares are held in physical form. As required. 8. 8. 5.3. is INE786A01024. 40 and Rs. Investor Grievances can be lodged online with MCS. Unclaimed Matured Debentures – Transfer to Investor Education and Protection Fund: The 14% Non Convertible Debentures and 16% Non Convertible Debentures (NCDs) issued by the Company on 9. The Members are requested to furnish to the Company. Please check the Pincode in the address slip pasted on the envelope and advise correction. name and address of the Bank. Members are also requested to advise details of their Bank Account i.mcsdel.2001 and 8. 6. bank mandates.e. therein. Bahadur Shah Zafar Marg. 4.com. Rs. second and third instalment of redemption of Rs. 3rd Floor.2. individual Shareholders holding shares in the Company singly or jointly may nominate an individual to whom all the rights in the shares of the Company shall vest in the event of death of the sole / all joint Shareholders.2.2002 as per terms of issue of the NCDs. First Floor. Please log in to www. New Delhi-110 002 or E-mail: bkdaga@jkmail. 8. The Shareholder may approach their Depository Participant for getting their shares dematerialised and in respect of shares already held in dematerialised mode for registration of change in their addresses.2.2002) were also transferred to IE & PF. Nomination: Pursuant to Section 109A of the Act. their Bank particulars in the enclosed Electronic Clearing Services (ECS) Mandate Form to enable the Company to directly credit the dividend amount in their Bank Account through ECS. Phase-I. and name of Account holder(s) for printing on the Dividend Warrants to avoid fraudulent encashment thereof. Please quote your Folio No. 6A. unclaimed amounts in respect of the first. pursuant to the letter of offer dated 12th November 1992 were redeemed in three annual instalments on 8.2000.2000.1993. Okhla Industrial Area. 7. New Delhi-110020 (MCS). nominations etc. / DPID / Client ID for prompt attention. In case of any difficulty.FOR ATTENTION OF THE SHAREHOLDERS 1. Company’s ISIN No. Account No. 40.2. Dematerialisation of Shares and Liquidity: Members may in their own interest consider dematerialisation of their shareholding in the Company held in physical form.com and click on Investors Services to register your queries / grievances which will be responded by MCS on priority basis. 60 per 14% NCD and Rs.2001 & 8. Transferee(s) seeking transfer of shares in physical form should furnish copy of their PAN card to the Company / RTA for registration of transfer of shares. please write to the Company Secretary at Gulab Bhawan (Rear Block). Dematerialisation facility is available both on NSDL and CDSL. 2.

.of ...........or failing him Shri/Smt...... Basantgarh.......... . Affix 30 paise Revenue Stamp Signature(s) .. New Delhi-110 002.............Regd........... . Sirohi.. Folio No..... Basantgarh.............. Signature of the attending Shareholder/Proxy/Authorised Representative* Notes: Please produce this Admission Slip duly filled and signed at the entrance of the meeting hall... Name of the Shareholder (in block letter) Name of Proxy / Authorised Representative attending* (in block letter) * Strike out whichever is not applicable # Applicable for Shareholders holding shares in dematerialised form.......-.. Sirohi.. in order to be effective...... . ..... at least 48 hours before the scheduled time...of ......M........ Rajasthan./ DP ID / Client ID # No.............. hereby appoint Shri/Smt..... Sirohi..... Note : The proxy....../Km...30 P.......... Dist......... Signed this ....... Dist...................being a member / members of JK Lakshmi Cement Ltd....... Bahadur Shah Zafar Marg. of Equity Shares held I hereby record my presence at the 69th Annual General Meeting of the Company being held at Jaykaypuram-307 019.................. Office: Jaykaypuram-307 019.......... stamped and signed and must be deposited at the Registered Office of the Company at Jaykaypuram-307019.../Km............ should be duly completed... Distt..... 4. the 25th July 2009 at 2.......or failing him Shri/Smt. PROXY FORM I / We .... .......2009.... Basantgarh......... Shareholders intending to appoint a proxy may use the Proxy Form given below. / DP ID / Client ID # No............./Km..... the 25th July 2009 at 2... of Equity Shares held # Applicable for Shareholders holding shares in dematerialised form....... Rajasthan on Saturday....of ......as my/our proxy in my / our absence to attend and vote for me/us and on my / our behalf at the 69th Annual General Meeting of the Company to be held on Saturday............of ..........30 P..... ADMISSION SLIP Nehru House..M. Rajasthan Folio No.....day of .......... and at any adjournment thereof........ ............................. ...-........... . ......

.... branch name and code number..... No..... as and when implemented by RBI / JK Lakshmi Cement Limited.... FOR OFFICE USE ONLY Client ID Name of Sole / First holder Bank name Branch name Branch code (9) Digits Code Number appearing on the MICR Band of the cheque supplied by the Bank. the Company MCS Ltd. Please attach a xerox copy of a cheque or a blank cheque of your bank duly cancelled for ensuring accuracy of the banks name..... then this ECS mandate from will stand rescined......... New Delhi . Bahadur Shah Zafar Marg. 3rd Floor (Rear Block) 6-A........... For shares held in physical form Master Folio No... Share Department Gulab Bhawan.... Account type [Please Tick ( ) wherever applicable] A/c.... If any transaction is delayed or not effected at all for reasons of incompleteness or incorrectness of information supplied as above. I further undertake to inform the Company any change in my Bank / branch and account number. I agree to avail the ECS facility provided by RBI.ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORM To.. No (as appearing in the cheque book) Effective date of this mandate Savings Current Cash credit I.. For shares held in electronic form D.... (Signature of Sole / First holder) Notes : 1........ Dated : .. Whenever the shares in the given folio are entirely dematerialised..... FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND Please fill-in the information in CAPITAL LETTERS in ENGLISH ONLY. will not be held responsible.110002 Dear Sirs. . 2. ID ECS Ref... For shares held in dematerialised mode nomination is required to be filed with the Depository Participant in their prescribed form. JK Lakshmi Cement Ltd......P. .......... Here by declare that the particulars given above are correct and complete......