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R e m e m b e r i n g A Vi s i o n a r y

The Company is celebrating the birth centenary of its Founder, Lala Lakshmipat Singhania, one of the key
architects of JK Organisation. As a true visionary, he laid the foundation for taking the Organisation to new
heights in the journey of building a self reliant India. He was a dynamic leader who championed the cause of
domestic industry with Indian ownership and management.
The JK Organisation became one of the top four private sector Groups in the country during his lifetime.
He pioneered the manufacturing of many products, for the first time in India. Through a plant set up in West
Bengal in 1944, he started the production of aluminium metal in India from Indian Bauxite for the first time.
This metal was further converted into complete range of aluminium products including aluminium foils.
The Company, Aluminium Corporation of India Ltd., was one of the few integrated aluminium plants in the world.
Lala Lakshmipat Singhania set up many successful companies in different parts of the country, which provided
thousands of job opportunities, particularly in the backward areas of rural India. These include, Straw Products Ltd.
in Bhopal in 1938 which commenced production of straw boards and later on paper boards. Production of high
quality writing and printing paper was started in 1962 in Orissa and the Company is now operating under the
name of JK Paper Ltd., known for its high value added products. He was also instrumental in setting up
various other plants for the manufacture of Automobile Tyres (JK Tyre & Industries Ltd.) and Cement
(JK Lakshmi Cement Ltd.), amongst many other initiatives of the group.
He was the Chairman of National Insurance Company for several years. The Company covered both life and
general insurance activities. He made it grow as the 3rd largest insurance Company of the country with largest
overseas network. Unfortunately Insurance – Life and General, as well as aluminium were nationalised in India
as a matter of the then policy of the Government.
He was the guiding spirit for the JK Group to set up several medical and educational institutions across the
country including scores of primary schools in the rural areas.
Lala Lakshmipat Singhania embodied the rare qualities that transcend time through their single-minded
purpose, simplicity, vision and the constant working of an enquiring mind that rejects the status quo. Apart
from being a philanthropist entrepreneur he believed in upliftment of the society at large. He has left behind
a value system based on Trust, Nationalism and Care which serves as a beacon for the Group Companies to
charter their course into future. The core values are:
• Caring for people
• Integrity including intellectual honesty, openness, fairness and trust
• Commitment to Excellence
“We seek a society which is proud of its past,
“We
conscious of the present and full of hope for the future.”

1
Contents

Chairman
Chair man's's Message 5

Boardd of Directors
Boar 6

Vice Chairman
Chairman & Managing Director’
Director ’s Message 7

Managing Director’
Director ’s Message 9
The resilience of the Indian Economy has been amply demonstrated by the impressive growth of 7.4% year over year
during FY 2009-10, against the growth of 6.7% in 2008-09. Also, our economic fundamentals remain robust. Additionally,
Best Ever Overall Per
Perfor
formance
mance 10 with forecast of normal monsoon this year, there is every reason to be optimistic about the accelerated growth of our
economy. It is a matter of great satisfaction that our Prime Minister has projected economic growth of 8.5% for 2010-11.
Cement, as a basic input, plays a crucial role in India's economic and industrial growth as also in its infrastructure
Directors’’ Report
Directors 12 development. The country's overall cement consumption during the last year recorded a double digit growth after a gap
of nearly 3 years, a result of rising consumer and investment demand, resulting from growth momentum and timely fiscal
Corporate Governance
Governance RReport
eport 17 stimulus package implemented by the Government.
Investment in infrastructure as a percentage of GDP has been increasing in recent years, from 4.35% in 2004-05 to 5.94%
in 2008-09. This is likely to rise further in the coming years as a result of greater public spending and encouragement
Management Discussion and Analysis 23 given to Public Private Partnership (PPP) in infrastructure projects by both the Central and State Governments.
It is heartening that the Company has been growing faster than the Industry. It continues with its commitment to uphold
Auditors'' RReport
Auditors eport 29 the very high quality parameters in sync with the stature that JK Lakshmi Cement brand has acquired over the years.
Performance of JK Lakshmi Cement with an output of 4.6 million tonnes and a growth of 14% in its volume in 2009-10
shows its commitment to contribute in its humble way to building of our great nation.
Balance Sheet and Profit & Loss
Loss Account 32
Having achieved its earlier goal of nearly 5 million tonnes per annum capacity, the Company is now progressing
satisfactorily to reach the next milestone of 8 million tonnes in the course of next 30 months. This augurs well for the
Cash Flow Statement 53 Company and the investors.
I am happy that the Directors have recommended a dividend of 50% which is the highest ever dividend paid by the
Company. This is a befitting tribute to Late Lala Lakshmipat Singhania, a key architect of JK Organisation
Subsidiaryy Company Accounts
Subsidiar 55
whose Birth Centenary is being celebrated this year.
I thank the dedicated Management team and employees at all levels. I would also like to thank and solicit continuous
Consolidated Financial
Financial Statements 64 support from the stakeholders, distributors, vendors and financial institutions, to meet the future challenges.

Notice 69

4 5
Annual Report 2009-10

DIRECTORS’ REPORT
TO THE MEMBERS SUB-DIVISION OF SHARES
The Directors have pleasure in presenting the 70th As approved by the Shareholders at their meeting held
Annual Report together with the Audited Accounts of the on 5th December 2009, the face value of the Equity Shares
Company for the year ended 31st March 2010. of the Company has been reduced from Rs. 10/- to Rs. 5/-
The Company is observing this year as the Birth Centenary each w.e.f. 18th December 2009. The present share capital
Year to pay humble respects to late Lala Lakshmipat Singhania of the Company, therefore comprises of 12,23,58,924 fully
(1910-1976), who had been a great Visionary and Key paid Equity Shares of Rs. 5 each amounting to Rs. 61.18
Architect of JK Organisation. He believed in the philosophy of Crore.
inclusive growth encompassing all sections of the Society. The
Company’s best ever all round performance this year is a DIVIDEND
befitting tribute to the great Founder.
During the year 2009-10, the Company paid an interim
FINANCIAL RESULTS dividend of Rs. 2 per Equity Share of Rs. 10 each (20%) in
Rs. in Crore November 2009. Your Directors are pleased to recommend
2009-10 2008-09 a final dividend of Rs. 1.50 per Equity Share of Rs. 5 each
(30%) on the Equity Share Capital of Rs. 61.18 crore, thus
Sales & Other Income 1653.36 1410.19
making a total dividend of 50% for the year 2009-10. The
Profit before Interest &
Depreciation 433.92 316.70 Dividend outgo for the current fiscal would amount to
Rs. 35.78 crore (inclusive of dividend distribution tax of
Profit before Depreciation 410.90 295.79
Rs. 5.20 crore) as against Rs. 28.63 crore of the previous
Profit after Tax 241.13 178.59 year.
Surplus brought forward 102.07 77.11
OPERATIONS
Amount available for 343.20 255.70
appropriation
During the year 2009-10, the Company has achieved
Appropriations a sales turnover of Rs. 1644 crore, against Rs. 1404 crore
- Debenture Redemption in the previous year, an increase of 17%.
Reserve 28.07 -
The Company’s Production and Sales have recorded a
- Dividend 35.78 28.63
significant growth of 14% over the previous year. This
(incl. tax on Dividend)
compares well with the 10% growth recorded by the cement
Interim @20% - 14.31
Proposed industry in the country as also Company’s own growth of
final @30% - 21.47 11% in the previous year. Capacity utilization was also higher
Total @50% - 35.78 at 96% compared to industry’s 85%. Your Company has
- General Reserve 175.00 125.00 consciously been following a policy of steady growth in
- Surplus carried to production for last several years. It is heartening to see that
Balance Sheet 104.35 102.07 the Company has been able to grow at a CAGR rate of
343.20 255.70 11.7% over last four years as compared to industry’s 8.9%.

12
The Company continued its on-going effort to increase As reported last year, the Company is actively pursuing
all-round efficiency and reduce cost. The Company was new Greenfield Cement Plant at Durg in the State of
able to reduce its fuel consumption to 85 Kg/MT from 89 Chattisgarh, with an annual capacity 2.7 Million MT. All
Kg/MT and power from 80 Kwh/MT to 79 Kwh/MT during important statutory clearances have been obtained and land
the year. acquisition is nearing completion. The total capital
expenditure for this project is expected to be about
The Company’s Split Grinding Unit of 5.5 lac MT set
Rs. 1200 crore. With the completion of Durg Plant, your
up and commissioned at Kalol in Gujarat, had its first full
Company would attain a total cement capacity of 8 Million
year working this year. It is a matter of great satisfaction
MT and will make the Company multi-locational operating
that this Grinding Unit achieved 101% capacity utilization.
in different regions.
This helped the Company in not only rationalizing its logistic
cost but also increased its reach and proximity to the Possibility of further expansion is being explored in other
markets. locations to enable the Company to make stronger footprint
in the cement industry.
It is heartening that the Company could achieve highest
ever Operating Profit (PBIDT) at Rs. 434 crore as compared OUTLOOK
to Rs. 317 crore in the previous year, a growth of 37%.
The growth in the cement consumption during FY
2009-10 is an ample testimony to revival of the Indian
EXPANSIONS
economy despite the global economic slow down. The
Your Directors are happy to report that during the year, cement consumption grew at 10.2% thereby reaching a
steady progress has been made in all the on-going expansion double digit mark after a gap of three years. The portends
and other projects to enhance the cement production for continuous growth in demand are good as not only the
capabilities. The current year of FY 2010-11 would witness Central Government but different State Governments are
completion of several projects in hand with aggregate capital laying greater thrust on infrastructure projects, road
expenditure of Rs. 271 crore. Clinker capacity will go up networking and housing facilities, especially the affordable
by 0.3 Million MT, power capacity by 30 MW – 12 MW housing for the masses. Cement Industry has taken proactive
Waste Heat Recovery and 18 MW of Thermal, thus raising measures for expanding the capacities to meet the emerging
the total power capacity to 66 MW. The Company has also situation. During the three year period, FY 2007-08 to
been able to tie up additional power of 21 MW at rates 2009-10 the industry has already added nearly 80 Million
substantially below the JVVNL rates. This alongwith MT capacity of which about 35 Million MT was added in
enhanced captive power capacity will help the Company the previous financial year of 2009-10 alone. Most of the
generate additional revenues. companies have drawn plans for further capacity expansion.

The Company has undertaken execution of yet another The medium to long term outlook of cement industry
Split Grinding unit of 0.55 Million MT in the State of is promising as it is bound to grow with a healthy correlation
Haryana which is expected to get operational by December to the economic growth of the country. With Indian
2011. This will raise the Company’s existing cement economy poised to grow at 8-8.5% or above, the cement
production capacity from 4.70 Million MT to 5.30 Million consumption is likely to remain on a double digit track
MT per annum. growth for some years to come. However, with the capacity

13
Annual Report 2009-10

creation materializing in bunches, the risk of over capacity the Auditors in their Report on Accounts read with the
looms large on the sector having possible adverse impact relevant notes are self-explanatory.
on the capacity utilization and prices in the immediate next
2-3 years. The industry additionally will have to grapple COST AUDIT
with the issue arising out of increase in the cost of inputs, Audit of the Cost Accounts of the Company relating to
especially the cost of fuel and energy which have been ‘Cement’ for the year ended 31st March 2010 will be
rising unabated for last few months. The other major conducted by the Cost Auditors and Cost Audit Report will
challenges which the industry would face relate to the be submitted to the Ministry of Company Affairs,
logistics for movement of these increasing quantities, Government of India.
especially by rail which has unfortunately not kept pace of
growth in its network in line with the growing industrial CORPORATE GOVERNANCE
requirements.
Your Company endeavors to have the highest standards
of Corporate Governance in its operations. In line with the
DIRECTORS
Company’s strong commitment to Corporate Governance
Shri Pradip Roy has been nominated by IDBI on the and with a view to achieve still higher levels in governance,
Board w.e.f. 6th June 2009 in place of its earlier Nominee a Corporate Governance Committee of Directors has been
Director, Ms. Amita Narain. The Board of Directors place constituted during the year. Pursuant to Clause 49 of the
on record its sincere appreciation of the valuable services Listing Agreement with the Stock Exchanges, Management
rendered by Ms. Amita Narain during her tenure of office. Discussion and Analysis, Corporate Governance Report and
Shri N.G. Khaitan, Dr. Raghupati Singhania and Auditors’ Certificate regarding compliance of the conditions
Shri S.K. Wali, retire by rotation at the forthcoming Annual of Corporate Governance are made a part of this Annual
General Meeting of the Company and being eligible, offer Report.
themselves for re-appointment.
CONSERVATION OF ENERGY ETC.
SUBSIDIARY COMPANY Pursuant to Section 217(1)(e) of the Companies Act
Requisite particulars of Hansdeep Industries and Trading 1956 read with the Companies (Disclosure of Particulars in
Company Limited, a wholly-owned subsidiary of the the Report of Board of Directors) Rules 1988, particulars of
Company, pursuant to Section 212 of the Companies Act energy conservation, technology absorption, foreign
1956 are appended. exchange earnings and outgo are annexed and forms part
of the Annual Report.
AUDITORS
PARTICULARS OF EMPLOYEES
M/s. Lodha & Co., Chartered Accountants, Auditors of
the Company, retire and are eligible for re-appointment. Information in accordance with the provisions of
The Auditors have confirmed that they have undergone Section 217(2A) of the Companies Act 1956 read with the
the peer review process of the Institute of Chartered Companies (Particulars of Employees) Rules 1975 regarding
Accountants of India (ICAI) and hold a valid certificate issued employees is given in Annexure B to the Directors’ Report.
by the ‘Peer Review Board’ of ICAI. The observations of However, as per the provisions of Section 219(1)(b)(iv) of

14
the Companies Act 1956, the Annual Report is being sent preventing and detecting fraud and other irregularities;
to all shareholders of the Company excluding the aforesaid and
information. Any shareholder interested in obtaining such
• the annual accounts have been prepared on a going
particulars may write to the Secretary at the Company’s
concern basis.
New Delhi Office.
ACKNOWLEDGEMENTS
DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors wish to thank and acknowledge the
Pursuant to the requirement of Section 217(2AA) of
Financial Institutions, Banks, Government authorities,
the Companies Act 1956 and based on the confirmations
dealers, suppliers, business associates and the Company’s
received from the concerned officers, the Directors state
valued customers for their assistance and cooperation and
that:
the esteemed Shareholders for their continued trust and
• in the preparation of the Annual Accounts, the support.
applicable accounting standards have been followed
The Directors also wish to acknowledge the committed
along with proper explanation relating to material
and dedicated team of JK Lakshmi whose unstinted hard
departures in the financial statement;
work, efforts and ideas have taken the Company on a path
• the accounting policies have been selected and applied of steady growth and development.
consistently and judgements and estimates made are
reasonable and prudent so as to give a true and fair
On behalf of the Board of Directors
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 2010;
HARI SHANKAR SINGHANIA
• proper and sufficient care has been taken for
Chairman
maintenance of adequate accounting records in
accordance with the provisions of the said Act for New Delhi

safeguarding the assets of the Company and for Date : 18th May, 2010

15
Annual Report 2009-10

ANNEXURE TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2010
a) Conservation of Energy
M/s. JK Lakshmi Cement Ltd. took following major initiatives with an intention to conserve energy and reduce fuel and power consumption.
 Installation of new Six stage Preheater in Kiln I.
 Installation of Baffle Plates in Kiln II Preheater down comer duct to reduce pressure.
 Installation of VFD in Reverse Air Bag House Fan of Kiln II & III.
 Installation of PTFE Bags in Cement Mill to reduce pressure drop.
 Interconnecting of Compressors for optimized running.
 Optimization of compressed air operating pressure of down comer water spray system for Kiln II & Kiln III.
 Interconnecting of Cooler blaster compressors for reduction in pressure.
b) Technology absorption, 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.
c) Research and Development
During the year, the Company has spent Rs. 0.31 crore. This is equivalent to 0.02% of the turnover.
d) Exports, Foreign Exchange Earnings and Outgo Rs. in crore
i) Foreign Exchange earned Nil
ii) Foreign Exchange used 85.06
(CIF value of Imports of Fuel, stores and spares,
capital goods, consultancy, know-how fee etc.)

PARTICULARS OF CONSERVATION OF ENERGY

Sl. Particulars Unit 2009-10 2008-09


No.
A. POWER AND FUEL CONSUMPTION
1. Electricity
(a) Purchased:
Units (Kwh in Lacs) 1075.45 748.47
Total amount (Rs. in crore) 51.76 34.94
Rate/Unit (Rs. ) 4.81 4.67
(b) Own Generation:
(i) Through Diesel Generators:
Units (Kwh in Lacs) 113.56 26.60
Units Per Litre of Furnance Oil/LDO (kwh) 3.56 3.06
Furnance Oil/LDO - Cost/Unit (Rs. ) 6.69 7.19
(ii) Through Steam Turbine/Generators
Units (Kwh in Lacs) 2435.36 2395.77
Units Per Kg of Fuel (kwh) 2.15 1.76
Fuel Cost/Unit (Rs. ) 2.09 2.91
2. Fuel (Pet Coke/Coal)
Quality (Grade) A to D A to D
(a) Used in Calcining Raw Meal
Quantity (MT) 391631 359799
Total Cost (Rs. in crore) 175.12 196.19
Average Cost (Rs./MT) 4472 5453
(b) Used in Steam Turbine/Generators
Quantity (MT) 113077 135978
Total Cost (Rs. in crore) 50.81 69.73
Average Cost (Rs/MT) 4494 5128
3. Other Internal Generation - -
B. CONSUMPTION PER UNIT OF PRODUCTION
Electricity Kwh./MT 79 80
Fuel (Pet Coke/Coal) Kg./MT 85 89

16
CORPORATE GOVERNANCE REPORT 2. BOARD OF DIRECTORS :
The Board of Directors presently consists of Twelve
1. COMPANY’S PHILOSOPHY ON CODE OF Directors comprising of eight Non-executive Directors
GOVERNANCE : (NED) of which six are independent (IND). The Chairman
Corporate Governance is an integral part of values, is Non-executive. Four Board Meetings were held during
ethics and best business practices followed by the Company. the Financial Year 2009-10 ended 31st March 2010, on
The core values of the Company are : 13th May 2009, 24th July 2009, 27th October 2009 and
• commitment to excellence and customer satisfaction 19th January 2010. Attendance and other details of the
• maximising long term shareholders’ value Directors are given below.
• socially valued enterprise and The Board periodically reviews Compliance reports of
• caring for people and environment. all laws applicable to the Company and the steps taken by
In a nutshell, the philosophy can be described as the Company to rectify instances of non-compliances, if
observing of business practices with the ultimate aim of any.
enhancing long term shareholders’ value and commitment The Company has a Code of Conduct for Management
to high standard of business ethics. The Company has in Cadre Staff (including Executive Directors), which is strictly
place a Code of Corporate Ethics and Conduct reiterating adhered to. In terms of Clause 49 of the Listing Agreement
its commitment to maintain the highest standards in its and contemporary practices of good corporate governance,
interface with stakeholders and clearly laying down the core a Code of Conduct was laid down by the Board for all the
values and corporate ethics to be practised by its entire Board Members and Senior Management of the Company.
management cadre. In line with Company ’s strong The said code is available on the Company’s website
commitment to Corporate Governance and with a view to (www.jklakshmicement.com). All the Board Members and
achieve still higher levels in Governance, a Corporate Senior Management Personnel have affirmed compliance
Governance Committee of Directors has been constituted, with the said Code. This Report contains a declaration to
during the year. this effect signed by the Managing Director.

Director Category No. of Whether Outside Directorships and Committee positions


Board last AGM ——————————————–——————–
Meetings attended Directorships$ Committee Committee
Attended (25.7.2009) Memberships@ Chairmanships@
(1) (2) (3) (4) (5) (6) (7)
Shri Hari Shankar Singhania, Chairman NED 4 Yes 3 - -
Shri Bharat Hari Singhania, Executive 4 Yes 4 - -
Vice Chairman & Managing Director
Dr. Ajay Dua IND 3 Yes 6 4 3
Shri B.V. Bhargava IND 2 Yes 8 1 4
Shri Kashi Nath Memani IND 4 No 9 2 4
Shri Nand Gopal Khaitan IND 4 No 9 5 1
Shri Pradeep Dinodia IND 4 No 8 4 4
Shri Pradip Roy IND 3 Yes 2 1 -
(IDBI Nominee – vice Ms. Amita Narain) #
Dr. Raghupati Singhania NED 4 No 7 1 -
Smt. Vinita Singhania, Managing Director Executive 4 Yes 3 - -
Shri S. Chouksey, Whole-time Director Executive 4 Yes 1 - -
Shri S.K. Wali, Whole-time Director Executive 4 Yes 1 - -
Ms. Amita Narain (IDBI Nominee) # IND 1 # # # #
# Lender/Investor. Nomination of Ms. Amita Narain was withdrawn by IDBI w.e.f. 06.06.2009.
$ As per Section 275 read with Section 278 of the Companies Act 1956.
@ Only covers Memberships/Chairmanships of Audit Committee and Shareholders/Investors Grievance Committee.

17
Annual Report 2009-10

3. AUDIT COMMITTEE : one is Executive Director and one is Non-executive Director.


The composition of the Committee is in conformity with
The Company has an Audit Committee of Directors
Clause 49 of the Listing Agreement. Four meetings of the
since 1987. The “Terms of Reference” of the Committee
said Committee were held during the year ended 31st March
are in conformity with the provisions of Section 292A of
2010.
the Companies Act, 1956 and Clause 49 of the Listing
Agreement with the Stock Exchanges. Dates of the meetings and the number of Members
attended are:
The Committee consists of four Directors out of which
three are Independent Directors and one is Non-executive Dates of meetings Number of members attended
Director. Four meetings of the Audit Committee were held 13th May 2009 3
during the year ended 31st March 2010. 24th July 2009 4
Dates of the meetings and the number of Members 27th October 2009 4
attended are: 19th January 2010 4
Dates of meetings Number of members attended The names of the Members of the Committee and their
13th May 2009 4 attendance at the Meetings are as follows:
24th July 2009 3 Name Status No. of Meetings
27th October 2009 3 attended
19th January 2010 4 Dr. Raghupati Singhania Chairman 4
The names of the Members of the Committee and their Shri N.G. Khaitan Member 4
attendance at the Meetings are as follows: Shri Bharat Hari Singhania Member 4
Name Status No. of Meetings Dr. Ajay Dua Member 3
attended
Shri B.V. Bhargava Chairman 2 Shri B.K. Daga, Vice President & Company Secretary,
Ms. Amita Narain Member 1 is the Compliance Officer who oversees the investors’
(IDBI Nominee) # grievances including related to Transfer of shares, Non-
Shri Pradip Roy 3 receipt of balance sheet and declared dividends etc.
(IDBI Nominee – vice
Ms. Amita Narain) # The Company received 5 complaints, which were
Shri Nand Gopal Khaitan Member 4 promptly attended/resolved to the satisfaction of the investors,
no complaint stood pending as on 31st March 2010. In
Dr. Raghupati Singhania Member 4
addition, the Company also has a Committee of Directors
# Nomination of Ms. Amita Narain was withdrawn by IDBI w.e.f.
06.06.2009 and Shri Pradip Roy was appointed by the Board in her
(COD), which approves registration of transfer and
place. transmission of shares in physical mode on fortnightly basis.
During this period, 30 meetings of COD were held. All the
The Chief Finance Officer (CFO) regularly attends the
Committee meetings and the Company Secretary acts as valid requests for transfers of shares were processed in time
and there are no pending transfers of shares.
the Secretary of the Committee. All the Committee meetings
were attended by the Statutory Auditors.
5. REMUNERATION COMMITTEE (non-mandatory) :
4. SHAREHOLDERS / INVESTORS GRIEVANCE
The Board at its Meeting held on 24th July 2009
COMMITTEE :
constituted a Remuneration Committee of Directors
The Company has Shareholders/Investors Grievance comprising Shri N.G. Khaitan (Chairman), Shri B.V. Bhargava
Committee at the Board level, which consists of four and Shri Pradip Roy (IDBI Nominee), all being independent
Directors, out of which two are Independent Directors, Directors.

18
The Committee met on 20th October 2009 to consider Shri Pradip Roy (Nominee Director) and Shri Pradeep
and determine annual increments to the Managing Directors Dinodia do not hold any shares. The Company does
of the Company for the financial year 2009-10. not have any outstanding convertible instruments.

6. REMUNERATION PAID TO DIRECTORS : 7. GENERAL BODY MEETINGS :


(i) Executive Directors: The aggregate value of salary, Location and time for the last three Annual General
perquisites and contribution to Provident Fund and Meetings (AGMs) of the Company were:
Superannuation Funds for the financial year ended
Year Location Date Time
31st March 2010 to the Vice Chairman & Managing
2006-07 Regd. Office : 12th July 2007 3.00 P.M.
Director, Managing Director, Whole-time Directors is
Jaykaypuram,
as follows: Shri Bharat Hari Singhania - Rs. 201.76 lacs
Distt. Sirohi
plus Rs. 675.00 lacs payable as Commission, Smt. Vinita
(Rajasthan)
Singhania - Rs. 205.21 lacs plus Rs. 675.00 lacs payable
as Commission, Shri S.K. Wali - Rs. 88.52 lacs 2007-08 Same as above 26th July 2008 5.00 P.M.
plus Rs. 87.00 lacs payable as Commission and 2008-09 Same as above 25th July 2009 2.30 P.M.
Shri S. Chouksey - Rs. 88.77 lacs plus Rs. 87.00 lacs Special Resolution(s) regarding payment of commission
payable as Commission. to the Directors was passed in the AGM held in 2007 and
The Company does not have any Stock Option regarding re-appointment of Whole-time Directors and
Scheme. In the case of Whole-time Directors, notice revision in the salary range of Managing Directors in the
period is six months. Severance fee for the Vice AGM held in 2008. No Special Resolution was passed at
Chairman & Managing Director and Managing Director the last AGM held in 2009.
is remuneration for the unexpired residue terms or three No special resolutions were required to be put through
years, whichever is shorter. postal ballot last year.
(ii) Non-executive Directors: During the financial year
8. DISCLOSURES :
2009-10, the Company paid sitting fees aggregating to
Rs. 7,75,000 to all Non-executive Directors for (a) Disclosures on materially significant related party
attending the meetings of the Board and/or Committees transactions i.e., transactions of the Company of
thereof. In addition to sitting fees, commission payable material nature, with its promoters, the directors or the
to Shri Hari Shankar Singhania is Rs. 150.00 lacs and management, their subsidiaries or relatives etc. that may
Rs. 10.00 lacs each to Shri B.V. Bhargava, Shri N.G. have potential conflict with the interests of the
Khaitan, Dr. Raghupati Singhania, Shri Pradip Roy, Company at large : None. Suitable disclosure as required
Shri Kashi Nath Memani, Shri Pradip Dinodia and by Accounting Standard (AS-18) on Related Party
Dr. Ajay Dua. In the case of nominee Director, the Transactions has been made in the Annual Report.
Commission will be paid to the Institution. The (b) Details of non-compliance by the Company, penalties,
Non-executive Directors did not have any other strictures imposed on the Company by Stock Exchange
material pecuniary relationship or transactions vis-à- or SEBI or any Statutory Authority, on any matter related
vis the Company during the year except as stated above. to capital market, during the last three years: There were
The number of Equity Shares (shares) held by no cases of non-compliance of any matter related to
Non-executive Directors in the Company: Shri Hari capital markets during the last three years.
Shankar Singhania - 1,66,518 shares, Shri B.V. (c) The Company has further strengthened its risk
Bhargava - 6,660 shares, Shri Nand Gopal Khaitan - management system and procedures to inform the
20,924 shares and Dr. Raghupati Singhania - 1,77,948 Board about the risk assessment and minimisation
shares. Dr. Ajay Dua, Shri Kashi Nath Memani, procedures. A Risk Management Committee headed

19
Annual Report 2009-10

by a Whole-time Director meets on quarterly basis and (iv) Dividend Payment Date: July/August 2010.
evaluates the efficacy of the framework relating to risk (v) Listing on Stock Exchanges: The Equity Shares of the
identification and its mitigation laid down by the Company are listed on Bombay Stock Exchange (BSE)
Committee. Board Members are accordingly informed. and National Stock Exchange (NSE). Annual listing fee
for the financial year 2010-11 has been paid to the
9. MEANS OF COMMUNICATION :
said Stock Exchanges.
Quarterly, half-yearly and annual results are normally
(vi) Security Code for Company’s Equity Shares on Stock
published in the leading English newspapers, namely, The
Exchanges and ISIN No.: BSE – 500380 and NSE –
Economic Times, The Financial Express/Business Standard
JKLAKSHMI, ISIN No. INE786A01032.
and one regional daily “Rajasthan Patrika” (Jaipur), having
(vii) Stock Market Price Data
wide circulation and promptly furnished to the Stock
Exchanges for display on their respective websites. The Months Bombay Stock Exchange, National Stock Exchange,
financial results are also displayed on the Company’s (2009-2010) (BSE) (Rs.) (NSE) (Rs.)
website – www.jklakshmicement.com. Official news HIGH LOW HIGH LOW
releases are also available on the Company’s website. April 2009 66.90 42.60 67.00 43.10
“Management Discussion & Analysis” forms part of the May 2009 99.90 60.95 99.75 56.50
Annual Report. June 2009 116.45 95.00 116.55 95.30
July 2009 139.70 97.50 139.40 97.75
10. GENERAL SHAREHOLDERS’ INFORMATION : August 2009 142.90 113.50 142.90 106.25
September 2009 147.70 128.00 147.80 122.10
(i) Annual General Meeting (AGM)
October 2009 149.45 119.50 160.00 118.50
(a) Date and Time : Please refer to Notice for the AGM November 2009 130.70 121.10 130.45 120.00
being sent along with the Annual Report. December 2009* 139.90 67.50 139.70 67.00
Venue: Regd. Office: Jaykaypuram - 307019, January 2010 84.85 63.00 84.80 62.65
Basantgarh, Dist. Sirohi, (Rajasthan). February 2010 78.90 65.00 78.90 67.70
(b) As required under Clause 49(IV)(G)(i), a brief March 2010 81.00 71.00 80.00 71.00
resume and other particulars of the appointment *At the EGM held on 5th December 2009, shareholders approved sub-
division of the Equity Shares of Rs. 10/- each into 2 Shares of Rs. 5/- each.
of the Directors retiring by rotation at the aforesaid Consequently, two Equity Shares of Rs. 5 each were allotted to them as on
AGM and seeking re-appointment are being given 18th December 2009 (Record Date) against the Equity Shares of the
Company of Rs. 10 each held by them.
in the Notes to the Notice convening the said AGM.
(viii) JK Lakshmi Cement Ltd.’s Share Performance v/s
(ii) Financial Calendar (Tentative)
BSE Sensex (April’09 - March’10)
Financial Reporting
JK Lakshmi Cement Ltd.'s Share Performance v/s BSE Sensex (April '09 - March '10)
• for the quarter 250.00

ending 30.06.2010 Within 45 days


• for the half-year of the end of 200.00
R elative value to 100

ending 30.09.2010 the quarter


• for the quarter 150.00

ending 31.12.2010
• for the year ending Within 60 days of the 100.00

31.03.2011 (Audited) end of the quarter


• Annual General Meeting : between July and 50.00

for the Financial Year September 2011


0.00
ending 2010-11 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10
Month & Year
(iii) Date of Book Closure : 8th July to 14th July, 2010. BSE JKLC

20
The share price of the Company has been adjusted due to therefore, in their own interest, dematerialise their holdings
sub-division of the Equity Shares w.e.f. 18th December in physical form, with any one of the Depositories namely
2009. NSDL and CDSL. The ISIN No. for Equity Shares of the
Company for both the depositories is INE786A01032. As
(ix) Distribution of Shareholdings as on March 31, 2010
on 31st March 2010, 96.97% of the Equity Shares stand
Category No. of Equity % No. of % dematerialised. It may be noted that in respect of shares
(No. of Shares) Shares Shareholders held in demat form, all the requests for nomination, change
1-500 85,51,561 6.99 1,00,909 91.90 of address, ECS, Bank Mandate and rematerialisation etc.
501-1000 37,23,717 3.04 4,858 4.43 are to be made only to the Depository Participant (DP) of
the Shareholders.
1001-5000 69,48,689 5.68 3,219 2.93
5001-10000 30,51,666 2.49 408 0.37 (xii) Outstanding GDRs and likely impact on Equity
10001 & above 10,00,83,291 81.80 406 0.37 GDRs: 8,68,904 GDR underlying shares (Equity Shares
TOTAL 12,23,58,924 100.00 1,09,800 100.00 of Rs. 5 each) representing same number of outstanding
GDRs, stand registered in the name of Citibank, Custodian.
(x) Share Transfer System
These are already included and form part of the existing
All valid requests for transfer/transmission of Equity Equity Share Capital of the Company.
shares held in physical form are processed within a period
(xiii) Plant Location: (1) JK Lakshmi Cement
of 15-20 days from the date of receipt thereof and the
Jaykaypuram-307 019,
Share Certificates duly transferred are immediately returned
Basantgarh,
to the transferee/lodger. Transaction in the demated Shares
District Sirohi
are processed by NSDL/CDSL through the Depository
(Rajasthan).
Participants with whom the shareholders have opened their
demat account. (2) JK Lakshmi Cement
Village Motibhoyan,
(xi) Dematerialisation of Shares and Liquidity
Taluka Kalol (N.G.),
Trading in the Equity Shares of the Company is Distt. Gandhi Nagar-382 721,
permitted only in dematerialised form. Shareholders may Gujarat

(xiv) Address for correspondence regarding share


Shares held in Physical/Demat Form (with NSDL & CDSL) as on 31st March 2010
transfers and related matters
CDSL, 7.30% Physical, 3.03%
1. JK Lakshmi Cement Limited
Secretarial Department,
Gulab Bhawan (Rear Block)
6A, Bahadur Shah Zafar Marg,
New Delhi-110 002.
Ph:(011) 30179862-66, 43583073
Fax Nos. 91-11-2373 9475
Contact Person: Mr. Ramesh Gupta
NSDL, 89.67%
(E-mail: rgupta@jkmail.com).

21
Annual Report 2009-10

2. Registrar & Share Transfer Agents(RTA) : Disclosure of names of persons constituting group in
MCS Ltd. relation to JK Lakshmi Cement Limited pursuant to
Shri Venkatesh Bhawan, Regulation 3(1)(e)(i) of the SEBI (Substantial Acquisition
F-65, First Floor, Okhla Indl. Area, Phase-I of Shares & Takeovers) Regulations 1997
New Delhi-110 020
Ph. (011)41406149, 41406151-52, JK Tyre & Industries Ltd., JK Paper Limited, Fenner (India)
41609386, 41709885 Ltd., JK Agri Genetics Ltd., BMF Investments Ltd., Florence
Fax No. 91-11-41709881 Alumina Ltd., JK Sugar Ltd., Bengal & Assam Company Ltd.,
(E-mail:admin@mcsdel.com). Nav Bharat Vanijya Ltd., Juggilal Kamlapat Udyog Ltd.,
Contact Person: Mr. Aniruddha Mitra Param Shubham Vanijya Ltd., J.K. Credit & Finance Ltd.,
(E-Mail: amitra@mcsdel.com). Pranav Investment (M.P.) Company Ltd., Southern Spinners
Shareholders are requested to quote their Folio No./DP and Processors Ltd., Modern Cotton Yarn Spinners Ltd.,
ID-Client ID and details of shares held in physical/demat Hansdeep Industries and Trading Company Ltd., Bhopal
mode, E-mail Ids and Telephone/Fax numbers for prompt Udyog Ltd., Accurate Finman Services Ltd., Sago Trading
reply to their communications. Ltd., Dwarkesh Energy Ltd., Saptrishi Consultancy Services
Ltd., JK Enviro-Tech Ltd., J.K. Risk Managers & Insurance
11. DECLARATION :
Brokers Ltd., Panchmahal Properties Ltd., Acorn Engineering
This is to confirm that for the financial year ended Ltd., Elate Builders Pvt. Ltd., LVP Foods Pvt. Ltd., CliniRx
31stMarch 2010, all the Directors and Senior Management Research Pvt. Ltd., Rouncy Trading Pvt. Ltd., M/s. Habras
Personnel of the Company have affirmed compliance with International, JK Plant Bio Sciences Research Ltd., Natext
the Code of Conduct for Directors and Senior Management Biosciences Pvt. Ltd., Songadh Infrastructure & Housing
adopted by the Board. Ltd., Jaykaypur Infrastructure & Housing Ltd., Umang
Vinita Singhania Dairies Ltd., M/s. Juggilal Kamlapat Lakshmipat and
Managing Director Directors of the promoter group and their relatives.

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 2010, 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
N.K. LODHA
Partner
Place : New Delhi Firm’s Registration No. 301051E
Dated : 18th May, 2010 Membership No. 85155

22
MANAGEMENT DISCUSSION Cement Industry also experienced a decline in its energy
and fuel costs during the year which are two of its major
A N D A N A LY S I S operating costs. This was a pleasant fall out of declining oil
prices in the international markets during the first nine
OVERVIEW
months of the year. However, the stability in the fuel prices
• Growth of 14% in Production (including clinker for sale) seemed to be a short lived phenomenon and prices have
at 45.73 lac MT against 40.20 lac MT in 2008-09. started rising from the last quarter and are already ruling at
• Gross turnover at Rs. 1644 crore, an increase of 17% levels higher than the average of 2008-09.
over Rs. 1404 crore in 2008-09. The growth in the industry had its flip sides too. The
• Capacity utilization of 96% as against Industry Avg. of infrastructure support required by the cement industry,
85%. especially the availability of railway wagons, quality power,
etc., could not keep pace with the industry’s growth.
• PBDT for the year Rs. 411 crore as against Rs. 296
Railway’s share in cement loading is on decline and
crore in 2008-09, a growth of 39%.
dispatches in many parts of the country suffered on this
• Profit after Tax Rs. 241 crore against Rs. 179 crore in account. The Government partially rolled back in
2008-09, registering a growth of 35%. March 2010 the excise duty cut allowed as part of stimulus
measures announced in 2008-09.
INDUSTRY SCENARIO
Cement continues to be one of the highest taxed
The strong growth in the index of country’s industrial
commodity in the country. Total levies and taxes, including
output for the year 2009-10 at 10.4% as against 2.8% in
excise duty, state taxes, VAT, royalty on limestone, coal,
the previous year validates that the Indian economy is firmly
electricity duty, etc. combined work out to 60% or more of
on the growth path aided both by investments and
the ex-factory cement price. It is important to note that
consumption. The industrial growth has been broad based
abatement on excise duty is given on all the manufactured
with the core sector doing particularly well. Indian Cement
items where the excise duty is levied on the basis of
Industry, the second largest after China, recorded a healthy
Maximum Retail Price (MRP), even in the case of white
growth of 10.2% in 2009-10 as against 8.3% in the previous
cement this principle is being followed. Though excise duty
financial year. The cement consumption touched the double
is levied on MRP basis in case of grey cement of all the
digit mark after a gap of three years mainly driven by
varieties the government has so far not acceded to the
increase in the spend on infrastructure as also revival in the
industry’s request for granting abatement. NCAER had
housing demand, especially in the Tier II and III cities.
recommended an abatement of 55% on excise duty for
The Planning Commission’s Working Group on Cement cement industry.
Sector had indicated a cement capacity requirement of
nearly 300 million MT by the year 2011 - 2012, the terminal COMPANY’S PERFORMANCE
year of the 11th Five Year Plan. The current installed capacity Capacity enhancement project undertaken in the
of the Indian cement industry is about 254 million MT. previous financial year was stabilized in a short time and
During the year under review industry had added about helped the Company to shore up its volume by 14%. The
35 million MT which represents 16% growth over the timely shift in Company’s marketing focus to infrastructure
previous year’s capacity. Cement Industry has largely been segment and its emphasis on semi-urban and rural markets
ploughing back its profit to invest in building up of fresh helped the Company to achieve capacity utilization of 96%
capacities aggressively and is likely to reach the target against average capacity utilization of 85% in the Indian
capacity earlier. Cement Industry and 88% in our marketing zone.

23
Annual Report 2009-10

Production & Sales points. Greater quantity was transported by road resulting
Lac MT
50.0 45.9 in higher logistic costs during the year. Steps were also taken
45.0 40.2
36.5
to help our transport network to enlarge their captive fleet
40.0 45.7
31.5 40.2 of trucks by short term part financing of their margin money.
35.0
36.1
30.0
31.3
This would enable the Company in the long term to insulate
25.0
itself from the vagrancies of truck availability.
20.0
15.0 Continues Improvement in Power efficency parameters
10.0 Kwh/Kg
5.0 85
0.0
2006-07 2007-08 2008-09 2009-10 83
Prod. Sales

With this increased sales of 45.9 lac MT, the Company’s


80
gross turnover grew by 17% to Rs. 1644 cr. As against 80
79 79
Rs. 1404 cr. recorded during the previous year 2008-09.
The Company made efforts to achieve quantum increase
in volume with only marginal increase in the resources. 75
2006-07 2007-08 2008-09 2009-10

No. of Employees & Turnover per Employee Company achieved distinct improvement in its fuel and
Nos. Rs/ Lac
1288 power efficiencies. Its fuel consumption reduced to 85 Kg/
1300 1258 130
MT as against 89 Kg/MT in the previous year while power
1192 127.44
1200 120 consumption was lower at 79 Kwh/MT as against 80 Kwh/
MT. The above was possible by a dedicated Energy Cell which
1100 110
111.61
1041 continuously monitored the critical process parameters and
107.92
1000 100 brought about required improvement in operations.

900 93.27 90 The marketing strategy and the action plan of the
Company was discussed and formulated with the business
800 80
2006-07 2007-08 2008-09 2009-10 partners so that business associates were in sync with the
Employees at Year End Turnover per Employee (Rs. Lacs) marketing objectives and targets. The Company was also
quick to respond to the growing demand in some of the
Stabilisation of Kalol Grinding Unit helped the
states of North. The Company could achieve over 53%
Company to penetrate further in its natural market of
growth in UP. The Brand Building exercises during the year
Gujarat whereby the Company could increase its sale by
included mega events with the brand ambassador held in
nearly 20% in this market during the year. This unit also
the key markets, Company’s dealer loyalty programme titled
enabled the Company to have a stronger brand positioning
“Champs” and its unique consumer scheme which became
in the market and also to nearly double its sale of bulk a benchmark for others to bring their own versions. The
cement. Company was able to increase its dealer network to over
The clinker capacity utilization of 99% was achieved 2200 from a level of 2000 in the previous year and
during the year. Due to lower availability of covered wagons, consolidate its position in the rural markets. The new dealer
however, higher sales of clinker was resorted to, viz. 4.16 network is mostly based in Tier III and IV cities.
lac MT as against 3.21 lac MT in the previous year. The Company’s two value added initiatives, viz. RMC and
covered wagon availability became increasingly scarce and POP made further progress by recording an increase of
the Company, therefore, took urgent steps to refine its open 34% and 36% respectively. Further growth in these areas is
wagon loading operation, both at loading and unloading under focus.

24
FINANCIAL MANAGEMENT after year as is reflected in the following table:

The Company continues to enjoy highest possible Year Net Debt to Equity Ratio
Short-term Rating of PR1+ for its Commercial Paper 2006-07 1.32
programme of Rs. 50 Crore and for its short-term NCDs. 2007-08 0.55
Based on the consistently improving financial health and 2008-09 0.37
strong financial fundamentals of the Company, Credit 2009-10 0.20
Analysis and Research Limited (CARE) has during the year
HUMAN RESOURCE DEVELOPMENT
upgraded its long-term Rating from A+ to AA- for its entire
Quality of Leadership is critical for Business Excellence.
long-term borrowings. These rating shall certainly enable
Over the last several years the quality of leadership at Senior
the Company to raise short-term as well as long-term
Management levels has been improved and also a strong
resources on more competitive interest rates. “Leadership Pipeline” is built at all levels upto frontline.
We have identified talent through globally benchmarked
Net Worth
Rs Cr. Assessment and Development Centres. Their leadership
1200
competencies were then developed by formulating and
990
1000 implementing “Individual Development Plans”. These plans
785
800 included Mini MBA programmes, 360 Degree Feedback,
635 participation in customized IIM Management programmes,
600
393
outbound experiential training programmes and job rotation
400 in some cases. Excellent results have been experienced out
200 of some rotations which were seemingly in altogether
different functions. Some of the senior leaders are still
0
2006-07 2007-08 2008-09 2009-10 undergoing a year long Executive Coaching Programme to
improve their Leadership Bandwidth.
The gearing ratio of the Company has consistently been
Employee Engagements
improving as can be seen from the following graph: 600 598

Debt to Equity Ratio


No. of Employees

550
2.0
1.86
1.8
500 494 506
1.6 489

1.4 450
2006-07 2007-08 2008-09 2009-10
1.2 Includes Cross Functional teams, Young Executives Meet,
Learning Group, Sham ki Mulakat, Coffe with MD,
1.12 Suggestion Schemes, Quiz Compitiions etc.
1.0 0.90
0.93
Considerable emphasis was laid this year on improving
0.8
2006-07 2007-08 2008-09 2009-10 Employee Engagement activities such as Coffee with MD,
Dinner with Chief Executive (W), Young Executive’s Meet,
The Company continues to gainfully deploy its yearly
‘Shaam Ki Mulakaat’, etc. as a part of strategy to motivate
cash surplus into tax efficient instruments with a view to
and retain our workforce. Specially designed training
maximize its overall effective returns. The Net Debt to Equity programmes were conducted on Innovation and
Ratio of the Company has consistently been improving year Creativity, Supply Chain Management drawn from

25
Annual Report 2009-10

‘Mumbai Dabbawala’ studies, Feedback Skills, Building Responsibility (CSR). In the last year, the thrust areas for
High Performance Team, etc. CSR were education, health, water conservation,
environment conservation and community development.
INTERNAL CONTROL SYSTEM
During the year, the Company has provided further
The Company has a well established internal control
momentum to Integrated Family Welfare Programme –
framework covering all functional areas. It includes internal
‘Naya Savera’, which now covers 50,000 people in nearby
audits, independent review of control system by statutory
villages. Zero maternal mortality and considerable reduction
auditors, review mechanism by the Audit Committee and
in infant mortality rates have been achieved in the villages
periodic review by the management. The internal audit
covered under the project.
encompasses well defined annual programme of audit and
procedures to test the adequacy and effectiveness of the
internal controls laid down by the management. In addition,
a well defined management information system exists for
critical inputs which adds to effective control and decision
making.
The Company’s Internal Audit Department comprising
of professionals with vast experience, conduct internal audit
across all the offices, factories and key verticals, as per the
approved audit plan. In addition, services of external
auditors are also engaged for audit of the dumps and other
critical areas under advice of the Audit Committee.
These internal control processes are reviewed by the
Medical camp under ‘Naya Savera’
Audit Committee of the Company comprising of four
Directors, three of whom are independent. The said With a special focus on the education of tribal ladies and
Committee ensures effectiveness and adequacy of the children in the Sirohi District, the Company continues to impart
internal audit functions by holding discussions with the them basic education in arithmetic and proficiency in reading
executive management on reliability of the financial and and writing in Hindi and English. Further, to encourage the
operational information, statutory compliances, safeguard spirit of excellence and to uplift the local population,
of assets from unauthorized use and losses, execution of meritorious children are awarded with scholarships.
transactions with proper authorization and as per the laid
down policies of the Company. Significant findings of the
statutory and internal auditors are reported to the said
Committee and management explanation thereto are
deliberated and discussed with the auditors.
The Company also has a sound risk management
mechanism in place touching upon the entire spectrum of
the business with a focus on identifying and mitigating
enterprise risk.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company VC & MD, Shri Bharat Hari Singhania at one of the women adult
accords significant importance to Corporate Social literacy camp

26
The Company has adopted ITI Sirohi and decided to water supply of the Company. Apart from this, hand pumps
upgrade the existing courses for fitter, electrician and have been dug in nearby villages and special water tanks
electronics as also start new courses in diesel mechanic, are being provided during summer season to locals who
draftsmen and AC refrigeration. Renovation of the Centre suffer hardship due to acute water shortage.
has been started.
RECOGNITIONS & AWARDS
In addition, sensitising the employees and the
It is a matter of pride for Team JK Lakshmi that its
population in the neighbourhood villages of the plant on
Managing Director, Smt. Vinita Singhania, was elected
health safety and environment issues is one of the basic
unanimously as the President of Cement Manufacturers
planks of Company’s policy towards its Corporate Social
Association in October 2009. She has the distinction of
Responsibility. Towards this end, the Company organises a
being the first woman President of this important body of
number of free medical camps, health melas, video shows,
cement manufacturers.
etc. besides making available regularly basic door-step
healthcare services to the villagers and medicines from The Company has received number of awards in the
Company run dispensary. field of Quality, HR, Environment and Productivity.

Some other initiatives on CSR include like laying of • Award for Best Professionally managed company having
approach roads, building/renovating schools, provision of turnover > Rs. 500 Crores was conferred to JK Lakshmi
drinking water etc. for the growth and development of the Cement Ltd as well as Best Artisans award was conferred
surrounding villages. Water is scarce in some of the nearby to 7 members of Production , Mechanical &
villages. The Company has adopted a village named ‘Adarsh’ Instrumentation Departments of JK Lakshmi Cement by
and provided it a separate water pipeline from the main Construction Industry Development Council, New Delhi.

• National Award for Quality Excellence in Indian Cement


Industry - “Second Best Quality Excellence for the year
2007-08” and Environmental Excellence in Limestone
Mines- “Second Best for the year 2008-09” instituted
by National Council for Cement & Building Materials,
Ballabgarh.

• National Award for Excellence in Energy Management


2009 - “Energy Efficient Unit” awarded by
Confederation of Indian Industry (CII), Hydrabad.

• “Certificate of Merit – Best Employer Award 2008”


awarded by Employers Association of Rajasthan , Jaipur.

• “Productivity Excellence Award 2008” awarded by


Rajasthan State Productivity Council, Jaipur .

• At the Chapter Convention on Quality Circles 2009


organized by Quality Circle Forum of India, Rajsmand
Chapter, Quality Circles of J K Lakshmi Cement won
the following awards
a. Par Excellent award : Prakash Quality Circle
Hand pump installed at Adarsh Village (Electrical Dept.)

27
Annual Report 2009-10

b. Par Excellent Award : Think Quality Circle in its capacity with minimal capex and its impeccable brand
(Instrumentation Dept.) positioning is all poised to meet the situation amicably.

c. Excellent Award : Hari Om Quality Circle (Mining Expansion plans of the Company have been timed in a
Dept.) manner to avoid substantial addition during the down cycle
period. Volume stability with productivity, efficiency
d. Distinguished Award : Utkarsh Quality Circle (Prod.
improvement and cost reduction would form the bedrock
& Q C Deptt)
for operations during such time. Enhancement of the
• Our 4 Quality Circles also won awards at the National Company’s captive power capacity would make it self-
Convention on Quality Circles (NCQC 2009) organized sufficient to meet its requirements and also contain its power
at Bangalore in December 2009. cost further. Company would counter the rising fuel cost
a. Excellent : Hari Om Quality Circle (Mining Dept.) through the smart purchasing and negotiation skills and try
to keep its impact to minimum. Efforts made in the area
b. Excellent : Prakash Quality Circle (Electrical Dept.)
of rural marketing, loyalty programmes for channel partners,
c. Excellent : Think Quality Circle (Instrumentation deeper penetration in natural markets would also help the
Dept.) Company partially mitigate the expected pressure from
d. Distinguished Award : Utkarsh Quality Circle (Prod. pricing, in the coming period. The transporters would be
& Q C Deptt) encouraged to further augment their captive fleet to tackle
the emerging logistic challenges. The Company ’s
Contributions of Mrs Vinita Singhania, Managing
enhanced organizational capabilities and sound strategies
Director, has also been recognized by way of various awards.
would enable it emerge stronger and claim the rightful place
• “Achievement award as an Industry Doyen” instituted in the ever growing cement industry.
by Construction Industry Development Council, New
Delhi (Established by the Planning Commission,Govt. CAUTIONARY STATEMENT
of India) and the Construction Industry. “Management Discussion and Analysis Report” contains
• “Golden Peacock Women Business Leadership Award forward looking statements, which may be identified by
2010” instituted by Institute of Directors, New Delhi & the use of words in that direction or connoting the same.
World Council for Corporate Governance, U.K. All statements that address expectation or projections about
the future, including, but not limited to statements about
• “Outstanding Business Woman Award 2009” instituted
the Company’s strategy for growth, product development,
by PHD Chamber of Commerce & Industry, New Delhi.
market position, expenditures and financial results are
RISK, CONCERNS AND OUTLOOK forward looking statements.

The next 2-3 years are expected to be a challenging The Company ’s actual results, performance or
period for the cement industry. It has to weather challenges achievement could thus differ materially from those projected
of volatility in the fuel prices, infrastructure support and in any such forward looking statements. The Company
the temporary down cycle causing pressure on prices due assumes no responsibility to publicly amend, modify or revise
to substantial capacities being added. The Company with any forward looking statements, on the basis of any
its track record of efficient operations, continuous growth subsequent development, information or events.

28
AUDITORS’ REPORT (c) The Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report are in
To the Members of agreement with the books of account;
JK LAKSHMI CEMENT LIMITED (d) In our opinion, the Balance Sheet, Profit & Loss
We have audited the attached Balance Sheet of Account and Cash Flow Statement dealt with by
JK LAKSHMI CEMENT LIMITED, as at 31st March 2010, this report comply with the Accounting Standards
the Profit and Loss Account and also the Cash Flow referred to in Section 211 (3C) of the Companies
Statement for the year ended on that date annexed thereto. Act, 1956;
These financial statements are the responsibility of the (e) As per the information and explanations given to
Company’s management. Our responsibility is to express us, none of the directors of the Company is
an opinion on these financial statements based on our audit. disqualified from being appointed as a director
We conducted our audit in accordance with the under Clause (g) of sub section (1) of section 274
auditing standards generally accepted in India. Those of the Companies Act, 1956;
standards require that we plan and perform the audit to In our opinion and to the best of our information
obtain reasonable assurance about whether the financial and according to the explanations given to us, the
statements are free of material misstatements. An audit said accounts read together with Notes thereon,
includes examining, on a test basis, evidence supporting give the information required by the Act in the
the amounts and disclosures in the financial statements. manner so required and give a true and fair view
An audit also includes assessing the accounting principles in conformity with the accounting principles
used and significant estimates made by management, as generally accepted in India:
well as evaluating the overall financial statement
presentation. We believe that our audit provides a i) In the case of Balance Sheet, of the state of
reasonable basis for our opinion. affairs of the Company as at 31st March 2010;

ii) In the case of the Profit & Loss Account, of the


1. As required by the Companies (Auditors’ Report) Order,
Profit for the year ended on that date; and
2003 (as amended) (The Order) issued by the Central
Government of India in terms of Section 227 (4A) of iii) In the case of Cash Flow Statement, of the Cash
the Companies Act, 1956 (The Act), we enclose in the Flows for the year ended on that date.
Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
For LODHA & CO.
2. Further to our comments in the Annexure referred to
Chartered Accountants
in Paragraph 1 above, we report that:

(a) We have obtained all the information and


explanations, which to the best of our knowledge N. K. LODHA
and belief were necessary for the purposes of our Partner
audit; Firm’s Registration No.:- 301051E
Membership No.:- 85155
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as New Delhi
appears from our examination of those books; Date : 18th May, 2010

29
Annual Report 2009-10

ANNEXURE TO THE AUDITORS’ REPORT 5. According to the information and explanations provided
by the management and based upon audit procedures
(Referred to in paragraph (1) of our Report of even date performed, we are of the opinion that the particular of
of JK LAKSHMI CEMENT LIMITED for the year ended contracts or arrangements referred to in Section 301
31st March 2010.) of the Act have been entered in the register required
1. (a) The Company has maintained proper records to be maintained under that section; and the
showing full particulars including quantitative transactions made in pursuance of such contracts or
details and situation of fixed assets. arrangements (exceeding the value of Rs. 5 lacs in
respect of each party during the financial year) have
(b) The fixed assets have been physically verified by been made at prices which are generally reasonable
the Management according to the programme of having regard to prevailing market prices at the relevant
periodical verification in phased manner which in time.
our opinion is reasonable having regard to the size
of the Company and the nature of its Fixed Assets. 6. In our opinion and according to the information and
The discrepancies noticed on such physical explanations given to us, the Company has complied
verification were not material. with the directives issued by the Reserve Bank of India
and the provisions of Section 58A and 58AA of the Act
(c) As per the records and information and or any other provisions of the Act and the rules framed
explanations given to us, fixed assets disposed off thereunder with regard to deposits accepted from the
during the year were not substantial. public. We have been informed that no order has been
2. (a) The inventory of the Company (except stock lying passed by the Company Law Board or National
with the third parties and in transit) has been Company Law Tribunal or Reserve Bank of India or
physically verified by the management at any Court or other Tribunal in this regard.
reasonable intervals. 7. In our opinion, the Company has an internal audit
(b) The procedures of physical verification of inventory system commensurate with the size of the Company
followed by the Management are reasonable and and nature of its business.
adequate in relation to the size of the Company
8. We have broadly reviewed the books of account
and nature of its business.
maintained by the Company pursuant to the rules made
(c) The Company is maintaining proper records of by the Central Government for the maintenance of cost
inventory. The discrepancies noticed on such records under Section 209(1)(d) of the Act in respect
physical verification of inventory as compared to of the Company’s products to which the said rules are
book records were not material. made applicable and are of the opinion that prima facie,
3. The Company has neither granted nor taken any loans, the prescribed records have been made and
secured or unsecured to and from companies, firms or maintained. We have, however, not made a detailed
other parties as covered in the register maintained under examination of the said records with a view to
section 301 of the Companies Act, 1956. Accordingly, determine whether they are accurate or complete.
the provisions of clause 4 (iii) (b) to (d), (f) & (g) of the 9. (a) According to the records of the Company, the
Order are not applicable, read with note no. 18 – Company is generally regular in depositing
Schedule 19. undisputed statutory dues including Provident
4. In our opinion and according to the information and Fund, Investor Education and Protection Fund,
explanations given to us, there is adequate internal Employees’ State Insurance, Income Tax, Sales Tax,
control system commensurate with the size of the Wealth Tax, Service Tax, Custom Duty, Excise Duty,
Company and the nature of its business for the Cess and other material statutory dues with the
purchase of inventory and fixed assets and for the appropriate authorities to the extent applicable and
sale of goods and services. Based on the audit there are no undisputed statutory dues payable for
procedure performed and on the basis of information a period of more than six months from the date
and explanations provided by the management, they become payable as at 31st March 2010.
during the course of our audit we have not observed (b) According to the records and information &
any continuing failure to correct major weaknesses in explanations given to us, there are no dues in
internal control system. respect of custom duty and wealth tax that have

30
not been deposited with the appropriate authorities 12. According to the information and explanations given
on account of any dispute and the dues in respect to us, the Company has not granted any loans and
of service tax, sales tax, excise duty, income tax advances on the basis of security by way of pledge of
and cess that have not been deposited with the shares, debentures and other securities.
appropriate authority on account of dispute and
13. The Company is not a chit fund or a nidhi/mutual
the forum where the dispute is pending are given
benefit fund/society, therefore, the provisions of clause
below: -
4 (xiii) of the said Order are not applicable to the
Nature of Nature Amount Period Forum where Company.
statute of dues (Rs. in lacs) dispute is pending
Sales Tax Act Sales Tax 3.80 1987-89 Assessing authority 14. According to the information and explanations given to
45.80 1992-94 High Court us, the Company is not dealing in or trading in shares,
42.14 1995-00 securities, debentures and other investments.
807.88 1995-06
457.23 1997-01 15. According to the information and explanations given
4.53 1997-98 Jt. Comm. (Appeals) to us, the Company has not given any guarantee for
25.95 1998-99 Jt. Comm. (Appeals) loans taken by others from banks or financial
5.40 2001-02 Jt. Comm. (Appeals)
institutions.
The Rajasthan Entry Tax 3063.44 2002-10 High Court
Tax on Entry 16. On the basis of information and explanations given to
of Goods into us, the term loans have been applied for the purposes
Local Area
Act 1999
for which they were obtained.
The Uttar Entry Tax 817.94 2007-10 High Court 17. On the basis of information and explanations given to
Pradesh Tax
us and on an overall examination of the financial
on Entry of
Goods statements of the Company, we are of the opinion that
Act, 2000 no funds raised on short-term basis have been used for
Central Excise 46.00 1976-83 High Court long-term investment.
Excise Act duty 2.08 1984-85
186.51 1996-98 18. According to the information and explanations given
232.92 1996-97 Tribunal to us, the Company has not made any preferential
Income Tax Income 2655.00 2006-07 Commissioner allotment of shares during the year to any parties or
Act, 1961 Tax (Appeals) companies covered in the register maintained under
Minerals Cess 13.38 1994-95 High Court Section 301 of the Companies Act, 1956.
(Validation)
Act, 1992 19. On the basis of records made available to us and
Orissa Water 8.42 1992 High Court according to information and explanations given to us,
Municipality Cess securities in respect of privately placed Non-Convertible
The Rajasthan Environ- 373.37 2008-10 High Court Debenture has since been created.
Finance ment and
Act, 2008 Heath 20. The Company has not raised any money through a
Cess public issue during the year.
Finance Service 35.68 2007-09 Excise Comm.
Act, 1994 Tax 69.05 2008-09 Jaipur II 21. Based on the audit procedure performed and on the
117.82 2007-09 basis of information and explanations provided by the
9.49 Mar 2008 Dy. Comm. Jodhpur management, no fraud on or by the Company has been
10. The Company does not have accumulated losses at noticed or reported during the course of the audit.
the end of financial year and has not incurred cash
losses during the current financial year and in the For LODHA & CO.
immediately preceding financial year. Chartered Accountants
11. In our opinion, on the basis of audit procedures and
according to the information and explanations given N. K. LODHA
to us, the Company has not defaulted in repayment of Partner
dues to financial institutions, banks and debenture New Delhi Firm’s Registration No.:- 301051E
holders. Date: 18th May, 2010 Membership No. : - 85155

31
Annual Report 2009-10

BALANCE SHEET
As at 31st March 2010
Rs. in Crore (10 Million)
Schedule 31st March 31st March
2010 2009
SOURCES OF FUNDS
Shareholders’ Funds
Capital 1 61.19 61.19
Reserves and Surplus 2 959.51 770.06
1020.70 831.25
Loan Funds
Secured Loans 3 777.57 573.63
Unsecured Loans 4 144.16 129.04
921.73 702.67
Deferred Tax Liability (Net) 92.10 35.10
TOTAL 2034.53 1569.02
APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 1903.64 1760.48
Less: Depreciation 840.65 747.39
Net Block 1062.99 1013.09
Capital Work-in-progress 181.95 97.04
1244.94 1110.13
Investments 6 480.53 88.91
Current Assets, Loans and Advances
Inventories 7 74.77 66.02
Sundry Debtors 8 28.98 23.32
Cash and Bank Balances 9 220.39 326.67
Loans and Advances 10 341.47 215.94
665.61 631.95
Less: Current Liabilities and Provisions 11
Current Liabilities 220.19 171.33
Provisions 136.36 90.64
356.55 261.97
Net Current Assets 309.06 369.98
TOTAL 2034.53 1569.02
Significant Accounting Policies & Notes on Accounts 19
Schedules 1 to 11 and 19 attached to the
Balance Sheet are an integral part thereof.
H.S. SINGHANIA Chairman
B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

32
P R O F I T A N D LO S S A C C O U N T
For The Year Ended 31st March 2010
Rs. in Crore (10 Million)

Schedule 2009-10 2008-09

INCOME
Sales 1644.05 1404.05
Less : Excise Duty 153.55 179.52
Net Sales 1490.50 1224.53
Other Income 12 9.31 6.14
1499.81 1230.67
Increase/(Decrease) in Stock 13 2.92 (6.07)
1502.73 1224.60
EXPENDITURE
Employees 14 85.44 69.16
Manufacturing Expenses 15 648.31 588.47
Other Expenses 16 335.06 250.27
1068.81 907.90
PROFIT BEFORE INTEREST AND DEPRECIATION 433.92 316.70
Interest & Financial Charges 17 23.02 20.91
PROFIT BEFORE DEPRECIATION 410.90 295.79
Depreciation 18 80.03 69.11
PROFIT BEFORE TAX 330.87 226.68
Provision for Current Tax 55.82 25.57
Deferred Tax 57.00 47.10
MAT Credit Entitlements (23.54) (25.57)
Provision for Fringe Benefit Tax - 0.99
Tax adjustments for earlier years (net) 0.46 -
PROFIT AFTER TAX 241.13 178.59
Balance brought forward 102.07 77.11
343.20 255.70
APPROPRIATIONS
Debenture Redemption Reserve 28.07 -
Proposed Dividend 18.35 24.47
Interim Dividend 12.23 -
Corporate Dividend Tax 5.20 4.16
General Reserve 175.00 125.00
Balance carried forward 104.35 102.07
343.20 255.70
Basic Earning per Share (Rs.) - Cash 30.91 20.25
- After Tax 19.71 14.60
Diluted Earning per Share (Rs.) 19.71 14.60
Significant Accounting Policies & Notes on Accounts 19
Schedules 12 to 19 attached to the Profit and
Loss Account are an integral part thereof.

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

33
Annual Report 2009-10

Rs. in Crore (10 Million)


31st March 31st March
2010 2009
Schedule 1
CAPITAL
Authorised :
Equity Shares - 25,00,00,000 of Rs. 5 each 125.00 125.00
(Previous year 12,50,00,000 of Rs. 10 each)
Preference Shares - 50,00,000 50.00 50.00
(Previous year 50,00,000 of Rs. 100 each)
Unclassified Shares 25.00 25.00
200.00 200.00
Issued, Subscribed and Paid up :
Equity Shares 12,23,58,924 of Rs. 5 each 61.18 61.18
(Previous year 6,11,79,462 of Rs. 10 each) fully paid up
Add: Forfeited Shares 0.01 0.01
61.19 61.19
During the year, Equity Share of Rs. 10 each has been sub-divided into 2 Equity Shares of Rs. 5 each.Consequently, the
notes have been restated with the latest face value.
Above includes :
i) 31,77,000 Equity Shares allotted as fully paid-up bonus shares in earlier years by capitalisation of Reserve and Share
Premium.
ii) 1,95,76,124 Equity Shares allotted as fully paid-up in earlier years pursuant to contracts without payment being
made in cash.

Schedule 2
RESERVE AND SURPLUS
Rs. in Crore (10 Million)
Description 1st April Additions Transfers 31st March
2009 2010
Capital Reserve 0.74 - - 0.74
a)
Revaluation Reserve 46.62 - 15.90 30.72
Capital Redemption Reserve 23.30 - - 23.30
Debenture Redemption Reserve - 28.07 - 28.07
Share Premium Account 116.78 - - 116.78
General Reserve Account 480.55 175.00 - 655.55
Surplus in Profit & Loss Account 102.07 104.35 102.07 104.35
770.06 307.42 117.97 959.51
Previous year 581.23 281.68 92.85 770.06
a) To Profit & Loss Account Rs. 15.72 crore towards depreciation arising out of revaluation/business valuation of Fixed
Assets and Rs. 0.18 crore representing revalued portion of assets discarded.

34
Rs. in Crore (10 Million)
31st March 31st March
2010 2009
Schedule 3
SECURED LOANS
a) Redeemable Non- Convertible Debentures 200.00 -
b) Term Loans from Financial Institutions 28.20 33.77
c) Term Loans from Banks 537.78 533.30
d) Working Capital Loans from Banks 11.59 6.56
777.57 573.63
1 Secured Redeemable Non-Convertible Debentures (NCDs) are privately placed and consists of :
i) 9.85% NCDs Series A of Rs. 100 crore are redeemable in two equal annual installments at the end of 4th and 5th
year from the date of allotment i.e. 4th Feb., 2010.
ii) 10.05% NCDs Series B-1 of Rs. 40 crore are redeemable in two equal annual installments at the end of 6th and
7th year from the date of allotment i.e. 4th Feb., 2010.
iii) 10.35% NCDs Series B-2 of Rs. 60 crore are redeemable in three equal annual installments at the end of 8th, 9th
and 10th year from the date of allotment i.e. 4th Feb., 2010.
2 NCDs are secured by a mortgage on the Company’s immovable properties located in the State of Gujarat and are
also secured by way of a first charge on all the immovable and movable fixed assets pertaining to the Company’s
Cement Unit situated at Jaykaypuram, Basantgarh, Distt. Sirohi, in the State of Rajasthan, ranking pari-passu with the
charges created on the said fixed assets, subject to the prior charges in favour of Banks on specified assets.
3 Term Loans of Rs. 28.20 crore from Financial Institutions (FIs) and Term Loans of Rs. 457.14 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, Basantgarh, Distt. Sirohi, in the State of Rajasthan, ranking pari-passu with the charges
created on the said assets subject to the prior charges in favour of Banks on specified assets and Company’s Banks for
working capital on specified movables assets.
4 Term Loans of Rs. 80.64 crore from Banks are secured by way of an exclusive charge on certain specified assets of the
Company.
5 Working Capital Loans are secured by hypothecation of Stores, Raw Materials, Finished Goods, Stock-in-Process and
Book Debts etc. and by way of second charge on the immovable assets pertaining to the Cement Unit of the
Company situated at Jaykaypuram, Basantgarh, Distt.Sirohi, in the State of Rajasthan.
6 Term Loans repayable within one year Rs. 117.22 crore (Previous year Rs. 100.60 crore)

Rs. in Crore (10 Million)


31st March 31st March
2010 2009
Schedule 4
UNSECURED LOANS
a) Deferred Sales Tax 101.73 109.95
b) Trade Deposits 18.05 15.93
c) Fixed Deposits 24.38 3.16
144.16 129.04

35
Annual Report 2009-10

Schedule 5
FIXED ASSETS
Rs. in Crore (10 Million)
Gross Block Depreciation Net Block
Description 1st April Addi- Sales/ 31st Upto During On To date 31st 31st
2009 tions/ Adjust- March Last the Sales/ March March
Adjust- ments 2010 Year year Adjust- 2010 2009
ments ments

(a)
Land 19.28 33.81 - 53.09 - - - - 53.09 19.28

Leasehold Land 0.35 - - 0.35 0.08 - - 0.08 0.27 0.27

Buildings 60.05 5.52 - 65.57 15.75 1.74 - 17.49 48.08 44.30

Plant &
Machinery 1620.82 102.95 2.40 1721.37 708.36 90.97 1.70 797.63 923.74 912.46

Furniture Fixtures
& Equipments 8.83 1.05 0.06 9.82 5.92 0.62 0.02 6.52 3.30 2.91

Vehicles and
Locomotives 16.70 3.37 1.08 18.99 7.73 1.46 0.77 8.42 10.57 8.97

Railway Siding 34.45 - - 34.45 9.55 0.96 - 10.51 23.94 24.90

Total 1760.48 146.70 3.54 1903.64 747.39 95.75 2.49 840.65 1062.99 1,013.09

Previous year 1474.15 287.68 1.35 1760.48 663.33 84.85 0.79 747.39 1013.09

Notes :
(a) Includes cost of Land Rs. 1.44 lacs pending registration.

36
Schedule 6
INVESTMENTS Rs. in Crore (10 Million)
Class of 31st March 2010 31st March 2009
Shares/ Nos. Book Nos. Book
Debentures Value Value
LONG-TERM INVESTMENTS
(In Fully Paid Shares, other than trade, Unquoted)
VS Lignite Power Pvt. Ltd.# Equity 2,022,223 2.02 2,022,223 2.02
VS Lignite Power Pvt. Ltd. (0.01%)# Preference 3,899,777 3.90 3,899,777 3.90
Subsidiary Company
Hansdeep Industries and Trading Co. Ltd. Equity 50,007 0.05 50,007 0.05
CURRENT INVESTMENTS
(Quoted)
Axis Fixed Term Plan- Series 1(384 Days) Retail Growth Units 10,000,000.000 10.00 - -
Birla Sun Life Fixed Term Plan Series CA - Growth Units 8,000,000.000 8.00 - -
Canara Robeco FMP-Series -13 M (Plan B) - Growth Units 4,000,000.000 4.00 - -
DSP Blackrock FMP 13 M - Series 2 - Growth Units 15,000,000.000 15.00 - -
Edelweiss Capital Ltd - NCD Debentures - - 50 5.00
Edelweiss Capital Ltd - NCD Debentures - - 20 2.00
Edelweiss Capital Ltd - NCD 30 Jun 10 Debentures 500.000 5.00 - -
Edelweiss Capital Ltd - NCD 30 Jun 10 Debentures 500.000 5.00 - -
HDFC 0% 2011 Bonds 750.000 77.78 - -
HDFC FMP 13 M March 2010(3) Growth Series XII Units 5,000,000.000 5.00 - -
ICICI Prudential Fixed Maturity Plan Series 51 - 1 Year Plan A Cummulative Units 10,000,000.000 10.00 - -
ICICI Prudential Fixed Maturity Plan Series 51 - 13 M Plan C - Cummulative Units 15,000,000.000 15.00 - -
IDFC Ltd. 0% 2011 Bonds 800.000 74.69 - -
JM Fixed MaturityFund Series XVI Yearly Plan- Institutional Growth Plan Units 10,000,000.000 10.00 - -
Kotak FMP 13 Months Series 6 Growth Units 10,000,000.000 10.00 - -
L&T Fixed Maturity Plan Series - 12 - Plan - 15M March 10-1 - Growth Units 5,000,000.000 5.00 - -
Reliance Fixed Horizon Fund XIV Series 2 Growth Plan Units 10,000,000.000 10.00 - -
Reliance Fixed Horizon Fund - XIII - Series 2 - Growth Plan Units 10,000,000.000 10.00 - -
RelianceFixed Horizon Fund - XIV Series 1 Growth Plan Units 25,000,000.000 25.00 - -
Religare Fixed Maturity Plan Series II Plan B (15 M) Units 10,000,000.000 10.00 - -
SBNPP FTP 367 Days Series S Growth Units 20,000,000.000 20.00 - -
UTI Fixed Term Income YFMP(3/10) Institutional Growth Plan Units 10,000,000.000 10.00 - -
UTI Fixed Term Income Fund - Series VII-11(407 Days) Growth Plan Units 10,000,000.000 10.00 - -
(Unquoted)
Birla Sun Life Dynamic Bond Fund - Retail - Growth Units 9,883,870.914 15.00 - -
Birla Sun Life MIP II - Saving 5 Plan - Growth Units 9,212,168.546 15.00 - -
HDFC Floating R Income Fund - Long Term (Growth) Units 5,354,404.255 8.00 - -
HDFC Income Fund Gr. Units 2,411,532.915 5.00 - -
HDFC MIP ST - Growth Units 3,135,523.295 5.00 - -
HDFC MIP- LT Growth Units 4,832,078.016 10.00 - -
HSBC MIP - Saving Plan - Growth Units 5,597,855.495 10.00 - -
LIC MF Floating Rate Fund Short Term Plan Growth Units 12,000,936.822 12.00 22,355,282.000 31.94
LIC Saving Plus Fund- Gr. Plan Units 55,709.943 0.08
Reliance Fixed Horizon Fund VIII Series 5 Institutional Growth Plan Units - - 25,000,000.000 25.00
Reliance Monthly Income Plan - Growth Plan Units 12,657,385.282 25.01 - -
SBI Debt Fund Series 370 Days-2-Institutional Growth Units - - 10,000,000.000 10.00
Sundaram BNP Paribas FTP H-Insitutional - Gr. Units - - 4,000,000.000 4.00
Templeton Floating Rate Income Fund Long Term Plan Super Institutional - Gr. Units 7,996,844.766 10.00 - -
Templeton India Short Term Income Plan Insitutional Gr. Units 68,970.927 10.00 - -
TFRSIG Tata Floating Rate Short Term Institutional Plan Growth Units - - 3,607,712.000 5.00
480.53 88.91
Aggregate book value of quoted investments 349.46 7.00
Aggregate market value of quoted investments 350.96 7.00
Aggregate book value of unquoted investments 131.07 81.91
As the market value of the Bonds and Debentures is not available, face value is considered as market value.
# Under lien with Issuer

All investments are fully paid up and other than trade.

37
Annual Report 2009-10

Rs. in Crore (10 Million)


31st March 31st March
2010 2009
Schedule 7
INVENTORIES
(As certified by the Management)
Stores and Spares 53.49 49.86
Raw Materials 4.71 3.34
Finished Goods 10.91 9.05
Stock-in-Process 5.66 3.77
74.77 66.02

Schedule 8
SUNDRY DEBTORS
(Unsecured,considered good)
Exceeding six months - 0.57
Other Debts 28.98 22.75
28.98 23.32

Schedule 9
CASH AND BANK BALANCES
Cash in hand 0.17 0.13
Remittances in transit and Cheques on hand 0.26 37.89
Balance with Scheduled Banks :
On Current Accounts 3.19 5.23
On Deposit Accounts 216.75 283.33
(Includes lodged with bank Rs. 0.09 crore- Previous year Rs. 0.08 crore)

On Saving Bank Accounts 0.02 0.09


(Employees Security Deposit)

220.39 326.67

38
Rs. in Crore (10 Million)
31st March 31st March
2010 2009
Schedule 10
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind
or for value to be received 113.13 95.12
Income Tax Advance Payments 112.35 52.52
Fringe Benefit Tax Advance payments 1.99 3.38
MAT Credit Entitlements 76.00 52.47
Deposits with Government Authorities and Others 13.00 12.45
Deposits with Body Corporates 25.00 -
341.47 215.94

Schedule 11
CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Sundry Creditors 58.98 64.53
(Refer Note no. 16 a - Schedule 19 B)
Other Liabilities 158.77 106.15
Investor Education and Protection Fund 0.98 0.44
(Refer Note no. 15 - Schedule 19 B)
Interest accrued but not due on Loans 1.46 0.21
220.19 171.33
Provisions
Provision for Retirement benefits 3.38 6.15
Provision for Taxation 109.61 52.47
Provision For Fringe Benefit Tax 1.90 3.39
Proposed Dividend 18.35 24.47
Corporate Dividend Tax 3.12 4.16
136.36 90.64

2009-10 2008-09
Schedule 12
OTHER INCOME
Profit on sale/adjustment of Fixed Assets 0.01 3.82
(Net of Loss/discard Rs. 0.10 crore, Previous year Rs. 0.07 crore)
Current Investments (Other than Trade)
- Profit on Sale 6.47 0.98
- Dividend 2.43 0.09
Miscellaneous Income 0.40 1.25
(Refer note no.11(c) - Schedule 19 B)

9.31 6.14

39
Annual Report 2009-10

Rs. in Crore (10 Million)


2009-10 2008-09
Schedule 13
INCREASE/(DECREASE) IN STOCKS
Opening Stocks
Stock-in-process 3.77 12.25
Finished Goods 9.05 6.01
12.82 18.26
Closing Stocks
Stock-in-process 5.66 3.77
Finished Goods 10.91 9.05
16.57 12.82
Add/(Less) : Excise Duty Variance on Closing/Opening Stock (0.83) (0.63)

Increase/(Decrease) in Stocks 2.92 (6.07)

Schedule 14
EMPLOYEES
Salaries, Wages, Bonus and Gratuity etc. 69.38 54.90
Contribution to Provident and Other Funds 6.22 4.99
Employees’ Welfare & Other benefits 9.84 9.27

85.44 69.16

Schedule 15
MANUFACTURING EXPENSES
Raw Materials Consumed 219.65 163.54
Purchase of Finished Goods 16.86 12.81
Consumption of Stores & Spares 98.43 88.89
Power, Fuel and Water 290.36 306.27
Repairs to Buildings 4.02 3.08
Repairs to Machinery 18.99 13.88

648.31 588.47

40
Rs. in Crore (10 Million)
2009-10 2008-09
Schedule 16
OTHER EXPENSES
Insurance 2.39 1.79
Rent 6.82 4.36
(Net of realisation Rs. 0.11 crore,Previous year Rs. 0.22 crore)

Transport, Clearing and Forwarding Charges 252.49 202.18


Commission on Sales 14.87 12.10
Directors’ Fee 0.08 0.06
Donations 5.02 0.81
Provision for Doubtful Debts 0.47 0.61
Rates and Taxes 0.95 0.80
Previous year -Rates and Taxes 15.86 -
Advertisement, Bank Charges, Printing and Stationery,
Postage, Telephone,Travelling and Miscellaneous Expenses 36.11 27.56
335.06 250.27

Schedule 17
INTEREST & FINANCIAL CHARGES
Interest on :
Term Loans, Debentures and Fixed Deposits 51.17 46.43
Others 3.81 3.08
54.98 49.51
Less: Interest Income 31.96 28.60
23.02 20.91

Schedule 18
DEPRECIATION
Depreciation on Fixed Assets 95.75 84.85
Less: Transferred from Revaluation Reserve 15.72 15.74
80.03 69.11

41
Annual Report 2009-10

Schedule 19
SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS
A. Significant Accounting Policies
1. The financial statements have been prepared under historical cost convention (except for certain fixed assets which
have been adjusted by revaluation/business valuation) on accrual basis in compliance with applicable Accounting
Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies
Act, 1956. Accounting Policies are consistent with the Generally Accepted Accounting Principles.
2. Fixed Assets are stated at cost adjusted by revaluation/business valuation.
3. Expenditure during construction/erection period is included under Capital Work-in-Progress and allocated to the
respective fixed assets on completion of construction/erection.
4. Foreign currency transactions are recorded at exchange rates prevailing on the date of transaction. Monetary 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. Premium in respect of forward contracts
is recognized over the life of the contract.
5. Long term investments are stated at cost. 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. The current investments are stated at
lower of cost and quoted/fair value computed categorywise.
6. Inventories are valued at lower of cost and net realisable value (except scrap/waste which are valued at net realisable
value). The cost is computed on weighted average basis. Finished Goods and Process Stock include cost of conversion
and other costs incurred in bringing the inventories to their present location and condition.
7. Export incentives, Duty drawbacks and Other benefits are recognized in the Profit and Loss Account. Project subsidy
is credited to Capital Reserve.
8. Revenue expenditure on Research and Development is charged to Profit and Loss Account and capital expenditure
is added to Fixed Assets.
9. 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.
10. (i) Depreciation on Buildings, 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 2nd April, 1987 and on additions
thereafter at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on
Other Assets is provided on written down value method as per the said Schedule as amended. Continuous
Process Plants as defined in Schedule XIV have been considered on technical evaluation. Depreciation on
impaired assets is provided on the basis of their residual useful life.
(ii) Leasehold Land is being amortized over the lease period.
(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.
11. The carrying amounts of Assets are reviewed at each Balance Sheet date to assess impairment, if any, based on
internal/external factors. An impairment loss is recognised, as an expenses in the Profit &Loss Account, wherever the
carrying amount of the Asset exceeds its recoverable amount. Previously recognised impairment loss is further provided
or reversed depending on change in its estimated recoverable amount in subsequent years.
12. Intangible Assets are being recognized if the future economic benefits attributable to the Assets expected to flow to
the Company and cost of the Asset can be measured reliably. The same are being amortised over the expected
duration of benefits.

42
Schedule 19 (Contd...)
13. 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, 1961. Deferred Tax Assets and Liabilities are recognised in respect of current year and prospective
years. 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.
14. Employee Benefits:
(i) Defined Contribution Plan
Employees benefits in the form of Superannuation Fund , 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.
(ii) Defined Benefit Plan
Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations
and are provided for on the basis of an actuarial valuation, using the Projected Unit Credit method, as at the date
of the Balance Sheet. Actuarial gain/losses, if any, are immediately recognized in the Profit and Loss Account.
The Provident Fund Contribution is made to trust administered by the trustees. The interest rate to the members
of the trust shall not be lower than the statutory rate declared by the Central Government under Employees’
Provident Fund and Miscellaneous Provision Act, 1952. Shortfall, if any, shall be made good by the Company.
(iii) Short Term Employee Benefits
Short term compensated absences are provided based on past experience of the leave availed.
15. 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. Contingent Liabilities (if material) are disclosed by way of Notes to Accounts.
Contingent Assets are not recognised or disclosed in Financial Statements but are included, if any, in the Director’s
Report.
B. Notes on Accounts
1. Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Rs. 133.33 crore
(Previous year Rs. 83.53 crore).
2. Contingent liabilities in respect of claims not accepted by the Company (matters in appeals) and not provided for are
as follows :
Rs. in Crore (10 Million)
31st March 2010 31st March 2009
(a) Excise duty liabilities 4.68 4.68
(b) Sales tax liability 9.35 9.30
(c) Entry tax liabilities - 12.35
(d) Income Tax 26.55 5.94
(e) Land tax 1.31 1.31
(f) Other matters 22.22 16.81
Total 64.11 50.39
3. The proceeds of privately placed Secured Listed Redeemable Non –Convertible Debentures, pending its full utilisation,
have been temporarily deployed in Working Capital/Short Term Investments.

43
Annual Report 2009-10

Schedule 19 (Contd...)

4. Maximum balance due for Commercial Paper issued during the year was Rs. 20 crore and the year end balance is Nil
(Previous year Nil).
5. In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before
the Appellate Authorities and adjustment, if any, will be made after the same are finally settled.
6. Contingent liability for non-use of jute bags for Cement packing upto 30th June, 1997, as per Jute Packaging Materials
(Compulsory use of Packaging Commodities) Act, 1987 is not ascertained and the matter is subjudice. The Government
has excluded Cement Industry from application of the said Order from 1st July, 1997.
7. Under the Sales Tax exemption granted by the State Government, contingent liability may arise, if the Hon’ble
Supreme Court of India, in case of another Company on the same subject, decides contrary to the judgement of
Hon’ble High Court of Rajasthan, presently amount cannot be ascertained.
8. (a) Factory & Service Buildings and Plant & Machinery of Lakshmi Cement Plant were revalued as at 1st April,1990.
Certain fixed assets of Lakshmi Cement Plant were revalued and updated as at 1st April, 1997 and certain Buildings,
Plant & Machinery and other assets of Lakshmi Cement Plant were revalued and/or updated as at 31st March, 2000.
Based on report of the valuer on business valuation of Cement business, fixed assets value was redetermined at net
replacement cost basis on 1st April 2005. Further certain Plant and Machinery were revalued and up dated as at
1st April 2008 based on current replacement value. The Gross Block as at 31.03.2010 includes cumulative surplus
of Rs. 354.83 crore (Previous year Rs. 355.17 crore) arising on revaluation/business valuation.
(b) Balance in Revaluation Reserve is net of Rs. 70.34 crore (Previous year Rs. 70.34 crore) arised on revaluation and
Rs. 114.54 crore (Previous year Rs. 114.54 crore) arised on business valuation (refer 8 (a) herein above), after
providing for additional depreciation.
9. Sundry Debtors exceeding six months and loans and advances are net of provisions for doubtful debts Rs. 1.19 crore
and Rs. 4.22 crore respectively (Previous year Rs. 0.72 crore and Rs. 4.22 crore respectively) and are after Nil bad
debts (Previous year Nil).
10. Sales include own consumption at cost Rs. 0.34 crore (Previous years Rs. 0.96 crore).
11. (a) Consumption of Stores and Spares is net of scrap sale Rs. 2.89 crores (Previous year Rs. 2.17 crore).
(b) Interest income under Schedule 17 includes Rs. 31.96 crore on deposits with Banks and others (Previous year
Rs. 28.60 crore). Tax deducted at source Rs. 2.31 crores (Previous year Rs. 5.61 crore).
(c) Miscellaneous income includes Rs. 0.09 crore recovery against debtors written off and Rs. 0.04 crore interest on
Income tax (Previous year include Rs. 0.21 crore against debtors written off).
12. (a) Foreign exchange gain (net) amounting Rs. 0.63 crore (Previous year Rs. 2.19 crore) has been included in
respective heads of accounts in Profit & Loss Account.
(b) Forward contracts of Rs. 3.38 crore – EUR 0.04 Mn, USD 0.009 Mn and DKK0.03 Mn. (Previous year Rs. 1.29
crore – EUR 0.192 Mn) taken for the purpose of hedging against letter of credit outstanding as at 31st March,
2010.
(c) Foreign currency exposure not hedged is Nil (Previous year - Nil) .
13. Research and Development expenditure amounting to Rs. 0.31 crore (Previous year Rs. 0.28 crore) has been debited
to Profit and Loss Account.
14. Loans and Advances includes Rs. 1.45 crore being Advance for Securities (Previous year - Nil).

44
Schedule 19 (Contd...)

15. Investor Education and Protection Fund includes Rs. 0.82 crore for unclaimed dividend (Previous year Rs. 0.31
crore), Rs. 0.10 crore for unclaimed fixed deposits (Previous year Rs. 0.09 crore), and Rs. 0.06 crore interest accrued
on above ( Previous year Rs. 0.04 crore).
16. (a) Based on information available with the Company in respect of MSME (‘The Micro Small & Medium Enterprises
Development Act 2006’). The details are as under :
(i) Principal and Interest amount due and remaining unpaid as at 31.03.2010 - Nil (Previous year - Nil).
(ii) Interest paid in terms of section 16 of the MSME Act during the year - Nil (Previous year - Nil).
(iii) The amount of Interest due and payable for the period of delay in making payment (which have been paid
but beyond the appointed day during the year) but without adding the interest specified – Nil (Previous
year - Nil).
(iv) Payment made beyond the appointed day during the year - Nil (Previous year - Nil).
(v) Interest Accrued and unpaid as at 31.03.2010 - Nil (Previous year - Nil)
(b) Some of the Balances of debtors and creditors are in process of confirmation.
17. The Company has only one business segment i.e. Cement.
18. Under Loans and advances, advances recoverable in cash or in kind include Loan amounting to Rs. 50.00 crore,
(maximum amount due Rs. 53.33 crore) (Previous year Rs. 53.33 crore, maximum amount due Rs. 56.67 crore).
19. Investments purchased and sold during the year :
LICMF Floating Rate Fund- Short Term Plan Growth Plan 14,32,72,436.707 Units, LIC MF Liquid Fund - Growth
Plan 8,41,27,091.755 Units, LIC MF Savings Plus Fund - Growth Plan 2,06,24,228.642 Units, Reliance Floating Rate
Fund Growth Plan Growth Option 2,47,30,060.944 Units, DSP BlackRock Cash Manager Fund Institutional
Gr. 35,390.886 Units, DSP Black Rock Floating Rate Fund Regular Plan Growth 70,33,626.093 Units, DSP Black
Rock Floating Rate Fund Institutional Growth 78,700.393 Units, DSP BlackRock Money Manager Fund Institutional
Growth 80,724.918 Units, Fortis Overnight-Institutional-Growth Option 81,83,761.718 Units, Fortis Money Plus
Fund-Institutional Plan-Growth Option 83,04,385.624 Units Templeton Floating Rate Income Fund Short Term Plan
Institutional Option Gr. 37,69,204.113 Units, TATA Floating Short Term Institutuional Growth Plan 60,65,973.575
Units, UTI Floating Rate Fund STP Growth 13,945.786 Units, ICICI Prudential Institutional Income Plan Growth
33,15,045.333 Units, Principal Income Fund Institutional Plan Accumlation Plan 13,26,066.489 Units, Birla Sun
Life Income Plus - Growth 12,31,072.264 Units, Reliance Income Fund-Retail Plan-Growth Option 16,70,430.704
Units. HDFC Cash Management Fund Treasury Advantage Plan - Wholesale Growth 29,95,192.721 Units, HDFC
Cash Management Fund Savings Plan - Growth 43,45,110.393 Units, Reliance Floating Rate Fund - Daily Dividend
Reinvestment Plan10,42,91,809.704 Units, Reliance Money Manager Fund-Institutional Option - Daily Dividend
Plan 12,39,285.215 Units, HDFC Cash Management Fund - Savings Plan - Daily Dividend Option : Reinvest
1,88,05,387.525 Units, HDFC Cash Management Fund - Treasury Advantage Plan - Wholesale - Daily Dividend
Option Reinvest 99,72,086.688 Units, HSBC Cash Fund - Institutional Plus - Daily Dividend 99,95,035.496 Units,
Birla Sun Life Cash Plus - Instl. Prem. - Daily Dividend - Reinvestment 2,99,44,200.156 Units, LICMF Floating Rate
Fund - Short Term Plan - Daily Dividend Plan 91,32,02,077.597 Units, LICMF Liquid Fund - Dividend Plan
8,93,651,718.367 Units, Templeton India Treasury Management Account Super Institutional Plan Daily Dividend
Reinvestment 1,99,880.872 Units.

45
Annual Report 2009-10

Schedule 19 (Contd...)
Rs. in crore (10 Million)
2009-10 2008-09
20. Computation of Net Profit for the purpose of
calculating Managerial Remuneration :
Profit as per Profit and Loss Account 330.87 226.68
Add : Remuneration to Managing Directors/Whole-time Directors 21.08 15.41
Directors Remuneration 2.20 1.50
Director Fee 0.08 0.06
Wealth Tax 0.04 0.04
Provision for Doubtful Debts 0.47 0.61
354.74 244.30
Less: Profit on sale of Investments 8.90 1.07
Profit on sale of Assets(net) 0.01 3.82
Net Profit for the purpose of Managerial Remuneration u/s 349 345.83 239.41
Commission payable to non- excutive directors is as per
approval of the Board of Directors, Rs 2.20 crore.
Managerial Remuneration
Salaries 3.69 3.09
Commission 15.24 10.50
Contribution to Provident and other Funds * 0.98 0.83
Perquisites (Value as per Income Tax Rules) 1.17 0.99
21.08 15.41
* The above excludes provision for Gratuity and Leave encashment,
where the actuarial valuation is done on overall Company basis.

21. Amount paid to Auditors :


(i) Statutory Auditors :
Audit Fee 0.07 0.06
For Taxation matters 0.01 0.01
For Other Services 0.02 0.02
Reimbursement of Expenses - -
0.10 0.09
(ii) Cost Auditors : Rs. Rs.
Cost Audit Fee 40000 25000
40000 25000

46
Schedule 19 (Contd...)
Rs. in crore (10 Million)
2009-10 2008-09
22. Expenses charged to Raw Material (Limestone) account includes :
Salaries, Wages, Bonus and Gratuity etc. 2.81 2.63
Contribution to Provident Fund 0.19 0.18
Employees’ Welfare 0.65 0.61
Consumption of Stores and Spares 22.36 20.09
Power, Fuel and Water 2.58 2.34
Repairs to Machinery 12.06 7.56
Insurance 0.05 0.04
Rates and Taxes 1.56 1.56
Royalty 30.88 22.03
Miscellaneous Expenses 0.24 0.18
73.38 57.22
23. Related Party Disclosure :
List of Related Parties :
(a) Subsidiary
Hansdeep Industries & Trading Co. Ltd.
(b) Key Management Personnel (KMP) :
Shri Bharat Hari Singhania Vice Chairman & Managing Director
Smt. Vinita Singhania Managing Director
Shri S.K. Wali Whole-time Director
Shri S. Chouksey Whole-time Director
(c) Enterprise over which KMP is able to excercise significant influence :
JK Tyre & Industries Ltd. (JKTIL)
Rockwood Properties Pvt. Ltd. (RPPL)
The following transactions were carried out with related parties in the ordinary course of business :
Rs. in Crore (10 Million)
Nature of Transactions Enterprise over which KMP is
able to exercise significant influence
- Sharing of Expenses received 0.51 0.49
- Sharing of Expenses paid 0.47 0.44
- Purchase of Tyres 0.54 0.14
- Payment of Expenses# 0.39 0.36
- Sale of Cement* 0.12 0.12
- Loans/Advances given@ 15.00 -
- Loans/Advances recovered 15.00 -
- Interest income from advances 0.06 -
Outstanding as at year end:
- Receivable :
- RPPL 0.42 0.18
- JKTIL - 0.01
- Payable :
- JKTIL 0.09 -
# All the above transactions are with JKTIL except the one marked with # is with RPPL.
Details of remuneration to Key Management Personnel are given in Note No. 20
* Maximum amount outstanding was Rs. 0.04 crore in 2009-10.
@ Maximum amount outstanding was Rs. 15.00 crore in 2009-10.

47
Annual Report 2009-10

Schedule 19 (Contd...)
24. Capital work in progress includes Machinery in stock, construction/erection materials, advances for Construction
and Machinery and also include the following pre-operation expenses pending allocation.
Rs. in crore (10 Million)
2009-10 2008-09
Power,Fuel and Water 0.68 7.59
Salaries, Wages, Bonus and Gratuity etc. 0.05 1.79
Employees Welfare and Other benefits 0.01 0.12
Insurance 0.06 0.08
Rent 0.12 1.46
Travelling, Consultancy & Miscellaneous Expenses 3.76 6.28
4.68 17.32
Add : Expenditure upto previous year 10.98 5.50
Less : transferred to Fixed Assets 1.10 11.84
14.56 10.98

25. Earnings per Share


a) Net Profit after tax available for Equity Shareholders 241.13 178.59
b) Weighted average No. of Equity Shares 12,23,58,924 12,23,58,924
c) Basic and Diluted Earnings per share (Rs.) - Cash 30.91 20.25
- After Tax 19.71 14.60
Consequent to split of Equity Shares duing the year,
the EPS for the previous year is restated.

26. Deferred Tax


The break-up of deferred tax asset/(liability) is as follows: Rs. in crore (10 Million)
31st March 31st March
2010 2009
Deferred tax asset on account of:
i) Unabsorbed depreciation and carried forward business losses - 73.13
ii) Others 19.04 2.90
19.04 76.03
Deferred tax liability on account of:
Difference between book depreciation and tax depreciation 111.14 111.13
Net deferred tax asset/(liability) (92.10) (35.10)

48
Schedule 19 (Contd...)
27. Particulars of Capacity (Per annum) Production, Sales and Stocks :
Installed Sales Opening Stocks Closing Stocks
Description Unit Capacity (a) Production ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Quantity Quantity Quantity Rs. in Crore Quantity Rs. in Crore Quantity Rs. in Crore
(b) (c)
Cement Tonnes 47,45,000 41,56,760 45,89,507 1644.05 42,078 9.05 51,230 10.91
(b)
(47,45,000) (36,98,759) (40,25,997) (1404.05) (27,959) (6.01) (42,078) (9.05)
Notes:
(a) As certified by the Management
(b) Includes Clinker sale 4,16,535 Tonnes (Previous year 3,20,919 Tonnes), Cement used in Ready Mix Concrete (RMC)
85,077 Tonnes (Previous year 62,331 Tonnes) and shortages & samples 3,162 Tonnes (Previous year 2,851 tonnes)
(c) Including Clinker sale Rs. 110.85 crore (Previous year Rs. 80.08 crore), RMC sale Rs 82.89 crore (Previous year
Rs. 57.55 crore) and Other sales Rs. 11.26 crore (Previous year Rs. 7.76 crore).
(d) Figures in bracket represent previous year.

28. Purchase of Finished Goods 25,364 Tonnes - Rs. 16.86 crore (Previous year : 20,438 Tonnes - Rs. 12.81 crore)

29. Particulars of Raw Materials consumed :


2009-10 2008-09
Description Quantity Amount Quantity Amount
Tonnes Rs. in crores Tonnes Rs. in crores
(10 Miln) (10 Miln)
Limestone 49,41,046 73.38 42,88,456 57.22
Gypsum 3,32,090 29.23 2,90,721 28.82
Fly Ash 6,49,314 46.02 5,68,392 41.75
Purchased Clinker 82,348 22.78 -
Others 48.24 35.75
219.65 163.54

30. Disclosure pursuant to Clause 32 of the Listing Agreement : Nil


Note : Loans/Advances to employees as per Company’s policy are not considered.

49
Annual Report 2009-10

Schedule 19 (Contd...)
31. Employee Defined Benefits :
(a) Defined Benefit Plans/Long Term Compensated Absences - As per Acturial Valuation on 31st March, 2010.
Rs. crore (10 Million)
2009-10 2008-09
Gratuity Leave Gratuity Leave
Funded Encashment Funded Encashment
Non Funded Non Funded
I Expenses recognised in the Statement of Profit & Loss
Account for the year ended March 31, 2010
1 Current Service Cost 0.98 0.33 0.88 0.29
2 Interest Cost 1.32 0.25 0.85 0.16
3 Expected return on plan assets (1.13) - (0.85) -
4 Acturial (Gains)/Losses (0.48) 0.59 3.40 0.88
5 Total expense 0.69 1.17 4.28 1.33
II Net Asset/(Liability) recognised in the Balance Sheet as at
March 31, 2010
1 Present Value of Defined Benefit Obligation as at 19.67 3.83 16.85 3.14
March 31, 2010
2 Fair value of plan assets as at March 31, 2010 21.06 - 14.08 -
3 Funded status [Surplus/(Deficit)] 1.40 - (2.78) -
4 Net asset/(liability) as at March 31, 2010 1.40 (3.83) (2.78) (3.14)
III Change in obligation during the Year ended March 31, 2010
1 Present Value of Defined Benefit Obligation at the 16.85 3.14 12.18 2.23
beginning of the year
2 Current Service Cost 0.98 0.33 0.88 0.29
3 Interest Cost 1.32 0.25 0.85 0.16
4 Acturial (Gains)/Losses 0.93 0.59 3.26 0.88
5 Benefits Payments (0.41) (0.48) (0.32) (0.42)
6 Present Value of Defined Benefit Obligation at the end 19.67 3.83 16.85 3.14
of the year
IV Change in Assets during the Year ended March 31, 2010
1 Fair value of plan assets at the beginning of the year 14.08 - 10.67 -
2 Expected return on plan assets 1.13 - 0.85 -
3 Contributions by employers 4.86 - 3.01 -
4 Actual benefits paid (0.41) (0.48) (0.32) (0.42)
5 Acturial gains/(losses) 1.41 0.59 (0.14) 0.88
6 Fair value of plan assets at the end of the year 21.06 - 14.08 -
7 Actual return on plan assets 2.54 - 0.72 -
V The major categories of plan assets as % of total plan
Mutual Fund 100% 100%
VI Acturial Assumptions :
1 Discount Rate 7.85% 7.00%
2 Expected rate of return on plan assets 8.00% - 8.00% -
3 Mortality LIC (1994-96) duly modified LIC (1994-96) duly modified
4 Turnover rate age upto 30-3%,from 31 to 44 -2%, above 44 -1%
5 Salary Esclation 5.50% 5.00%
a) Defined Benefit Plan
Amounts recognised as an expenses and included in the Schedule 14 and note 22 of herein above.
Item “Salaries, Wages, Bonus and Gratuity etc” includes Rs. 0.69 crore (Previous year Rs. 4.28 crore) for gratuity, Rs. 1.17 crore
(Previous year Rs. 1.33 crore) for leave encashment.
Item “Contributions to Provident and Other Funds” is Rs. 0.94 crore (Previous year Rs. 1.76 crore) for PF funded.

50
Schedule 19 (Contd...)
(b) Defined Contribution Plans -
Amount recognised as an expense and included in the Schedule 14 “Contributions to Provident and other Funds” of Profit and
Loss Account Rs. 5.30 crore (Previous year Rs. 3.41 crore)
(c) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets
held, assessed risks of assets management, historical results of return on plan assets and the policy for plan assets management.
(d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
(e) Provident Fund
Pending the issuance of the Guidance Note from the Actuarial Society of India, the Company’s actuary has expressed his inability
to reliably measure the provident fund liability.
Rs. in crore (10 Million)
32. Other Particulars : 2009-10 2008-09
a) Expenditure in Foreign Currency
on account of
i) Consultancy and know-how fee 1.49 1.40
ii) Interest 1.84 -
iii) Others 0.96 0.58
4.29 1.98
b) Earning in Foreign Currency on account of
FOB value of Exports - -
c) C.I.F. Value of Imports :
i) Raw Materials - -
ii) Power & Fuel 67.84 21.42
iii) Stores and Spares 5.30 9.69
iv) Capital Goods 7.63 16.68
80.77 47.79
d) Raw Materials, Stores and 2009-10 2008-09
Spares consumed : Rs. in crore % of Total Rs. in crore % of Total
(10 Miln.) (10 Miln.)
i) Raw Materials :
Imported - - - -
Indigenous 219.65 100.00 163.54 100.00
219.65 100.00 163.54 100.00
ii) Stores and Spares :
Imported 6.83 6.74 5.92 6.50
Indigenous * 94.49 93.26 85.14 93.50
101.32 100.00 91.06 100.00
* Excluding Scrap sale Rs. 2.89 crore (Previous year Rs. 2.17 crore)

33 Previous year’s figures have been re-arranged and re-cast wherever necessary.

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

51
Annual Report 2009-10

Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part IV of the Companies Act 1956
I. REGISTRATION DETAILS :
Registration No. 019511
State Code 17
Balance Sheet Date 31.03.2010
II. CAPITAL RAISED DURING THE YEAR
(Amount in Rs. Thousands)
Public Issue NIL
Bonus Issue NIL
Rights Issue NIL
Private Placement NIL
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
(Amount in Rs. Thousands)
Total Liabilities 23,910,808
Total Assets 23,910,808
SOURCES OF FUNDS
Paid-up Capital 611,901
Reserves & Surplus 9,595,062
Secured Loans 7,775,733
Unsecured Loans 1,441,611
Deferred Tax Liability 921,000
APPLICATION OF FUNDS
Net Fixed Assets 12,449,385
Investments 4,805,298
Net Current Assets 3,090,624
Miscellaneous Expenditure NIL
Accumulated Losses NIL
IV. PERFORMANCE OF THE COMPANY
(Amount in Rs. Thousands)
Turnover including Other Income 16,533,608
Total Expenditure 13,224,888
Profit before tax and execptional item 3,308,720
Profit After Tax 2,411,345
Earnings per Share (Rs.) 19.71
Dividend Rate (%) 50%
V. GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY
(As per Monetary terms)
Item Code No. 2523.29
Product Description Cement

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
VINITA SINGHANIA Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
KASHI NATH MEMANI
N.G. KHAITAN Directors
PRADIP ROY
Dr. R.P. SINGHANIA
B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

52
CASH FLOW STATEMENT
For the year ended 31st March 2010 Rs. in Crore (10 Million)
2009-10 2008-09
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and exceptional items 330.87 226.68
Adjustments for:
Depreciation 80.03 69.11
Interest on Investments, Deposits & Others (34.39) (28.60)
Profit on sale of assets & investments (net) (6.48) (4.80)
Bad debts recovered - (0.21)
Interest expenses (Gross) 54.98 49.51
Provision for doubtful debts 0.47 0.61
Operating Profit before Working Capital changes 425.48 312.30
Adjustments for:
Trade and Other Receivables (45.44) (13.03)
Inventories (8.75) (3.83)
Trade and Other Payables 44.36 42.12
Cash generated from Operations 415.65 337.56
Income Tax Payments (59.06) (25.90)
Net Cash from Operating Activities 356.59 311.66
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (231.61) (228.97)
Sale of Fixed Assets 0.88 4.38
(Purchase)/Sale of Investments (net) (385.15) (74.90)
Dividend Received 2.43 -
Interest Received 27.71 33.93
Net Cash from/(used in ) Investing Activities (585.74) (265.56)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term borrowings 323.34 134.59
Repayment of Long-term borrowings (108.83) (140.43)
Short-term borrowings (net) 5.03 0.67
Interest/premium paid (53.73) (51.10)
Dividend Paid (including dividend distribution tax) (42.94) (10.74)
Net Cash from/(used in) Financing Activities 122.87 (67.01)
D. Increase/(Decrease) in
Cash and Cash Equivalents (106.28) (20.91)
E. Cash and Cash Equivalents as at the beginning of the year 326.67 347.58
F. Cash and Cash Equivalents as at the close of the year 220.39 326.67
Notes:
1. Cash and Cash Equivalents include:
- Cash, Cheques in hand and remittances in transit 0.43 38.02
- Balances with Scheduled Banks 219.96 288.65
220.39 326.67
2 Previous year’s figures have been re-arranged and re-cast wherever necessary.

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

53
Annual Report 2009-10

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956

1 Name of the Subsidiary Company Hansdeep Industries & Trading


Co. Ltd

2 Financial year of the Company ended on 31.03.2010

3 Shares held in the Subsidiary Company on the above date :

i) Number - Equity 50007

II) Extent of holding 100%

4 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) For the Financial year of the Subsidiary Rs. 20355
b) For the previous Financial years since it became
the Holding Company’s Subsidiary Rs. 93458

ii) Dealt with in the Holding Company’s Accounts :


a) For the Financial year of the Subsidiary Rs. Nil
b) For the previous Financial years since it became
the Holding Company’s Subsidiary Rs. Nil

Additional Information u/s 212 (5) Not applicable

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
VINITA SINGHANIA Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
KASHI NATH MEMANI
N.G. KHAITAN Directors
PRADIP ROY
Dr. R.P. SINGHANIA
B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

54
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED

DIRECTORS’ REPORT
TO THE MEMBERS (Particulars of Employees) Rules 1975 are required to be
furnished.
The Directors have pleasure in presenting the 17th Annual
Report together with the Audited Accounts of the Company
DIRECTORS’ RESPONSIBILITY STATEMENT
for the year ended 31st March 2010.
Pursuant to the requirement of Section 217(2AA) of the
During the financial year 2009-10, Profit after tax was
Companies Act, 1956 and based on the confirmations
Rs. 20,355. Taking into account the deficit of Rs. 8,882
received from the concerned officers, the Directors state
brought forward from previous year, the Profit of Rs. 11,473
that :
is carried forward to the Balance Sheet.
• in the preparation of the Annual Accounts, the
DIRECTORS applicable accounting standards have been followed
along with proper explanation relating to material
Shri Sujit Kumar Mukherjee retire by rotation at the
departures in the financial statement;
forthcoming Annual General Meeting of the Company and
being eligible, offers himself for re-appointment. • the accounting policies selected and applied consistently
and judgements and estimates made are reasonable and
AUDITORS prudent so as to give a true and fair view of the state of
M/s. Lunawat & Co., Chartered Accountants, Auditors of affairs of the Company at the end of the financial year
the Company, retire and are eligible for re-appointment. and of the Profit & Loss of the Company for the financial
The observations of the Auditors in their report on Accounts year ended 31st March 2010;
read with the relevant notes are self-explanatory. • proper and sufficient care has been taken for
maintenance of adequate accounting records in
CONSERVATION OF ENERGY ETC.
accordance with the provisions of the said Act for
There being no operations during the year, the requirement safeguarding the assets of the Company and for
of furnishing particulars of energy conservation, technology preventing and detecting fraud and other
absorption, foreign exchange earnings and outgo, pursuant irregularities; and
to Section 217(1)(e) of the Companies Act 1956 read with
• the annual accounts have been prepared on a going
the Companies (Disclosure of Particulars in the Report of
concern basis.
Board of Directors) Rules 1988, is not applicable to the
Company.
Lajpat Rai Puri
PARTICULARS OF EMPLOYEES Director
R.R. Gupta
The Company does not have any employee of whom
the particulars in pursuance of Section 217(2A) of the Place : New Delhi
Companies Act 1956 read with the Companies Date : 30th April, 2010

55
Annual Report 2009-10

AU D I TO R S ’ R E P O R T
To the Members of (iii) The Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report are in
HANSDEEP INDUSTRIES & TRADING COMPANY
agreement with the books of account;
LIMITED
(iv) In our opinion, the Balance Sheet, Profit & Loss Account
We have audited the attached Balance Sheet of
and Cash Flow Statement dealt with by this report
HANSDEEP INDUSTRIES & TRADING COMPANY
comply with the Accounting Standards referred to in
LIMITED as at 31st March 2010, the Profit and Loss Account
sub-section (3C) of section 211 of the Companies Act,
and also the Cash Flow Statement for the year ended on
1956;
that date annexed thereto. These financial statements are
the responsibility of the Company’s management. Our (v) As per the information and explanation given to us,
responsibility is to express an opinion on these financial none of the directors is disqualified from being
statements based on our audit. appointed as a director under clause (g) of sub-section
(1) of section 274 of the Companies Act, 1956;
We conducted our audit in accordance with auditing
standards generally accepted in India. Those standards (vi) In our opinion and to the best of our information and
require that we plan and perform the audit to obtain according to the explanations given to us, the said
reasonable assurance about whether the financial accounts read together with notes thereon, give the
statements are free of material misstatement. An audit information required by the Companies Act, 1956, in
includes examining, on a test basis, evidence supporting the manner so required and give a true and fair view in
the amounts and disclosures in the financial statements. conformity with the accounting principles generally
An audit also includes assessing the accounting principles accepted in India:
used and significant estimates made by management, as
(a) in the case of the Balance Sheet, of the state of
well as evaluating the overall financial statement
affairs of the Company as at 31st March, 2010;
presentation. We believe that our audit provides a
reasonable basis for our opinion. (b) In the case of the Profit and Loss Account, of the
Profit for the year ended on that date; and
As required by the Companies (Auditor’s Report) Order,
2003 (as amended) (The Order) issued by the Central (c) In the case of Cash Flow Statement of the Company,
Government of India in terms of sub-section (4A) of section of the Cash Flow for the year ended on that date.
227 of the Companies Act, 1956 (The Act), we enclose in
the Annexure a statement on the matters specified in For Lunawat & Co.
paragraphs 4 and 5 of the said Order. Chartered Accountants
Further to our comments in the Annexure referred to Firm’s Registration No. 000629N
above, we report that:

(i) We have obtained all the information and explanations, C.A. Reeta Jain
which to the best of our knowledge and belief were Partner
necessary for the purpose of our audit; Membership No. : 92533

(ii) In our opinion, proper books of account as required


by law have been kept by the Company so far as New Delhi
appears from our examination of those books; 30th April 2010

56
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED

ANNEXURE TO THE AUDITORS’ REPORT


Referred to in paragraph 3 of our report of even date, 10. In our opinion, the accumulated losses of the Company are
1. There were no Fixed Assets during the year. not more than fifty percent of its net worth. The Company
2. No Business was transacted during the year, hence there was has not incurred cash losses during the financial year covered
no stock-in-trade. Accordingly clause 4(ii) (b) & (c) are not by our audit and immediately preceding financial year.
applicable. 11. In our opinion and according to the information and
3. (a) The company has neither granted nor taken any loans, explanations given to us, the Company has not taken any loans
secured or unsecured to/from, firms or other parties from financial institution, bank or debenture holders, hence
covered in the register maintained under Section 301 of question of default in repayment of dues to a financial
the Act. Accordingly sub – clause 4(iii) (b) to (d), (f) & (g) institution, bank or debenture holders does not arise.
are not applicable. 12. We are of the opinion that the Company has not granted
4. In our opinion and according to the information and loans and advances on the basis of security by way of pledge
explanations given to us, there is adequate internal control of shares, debentures or other securities.
system commensurate with the size of the Company and the 13. In our opinion, the Company is not a chit fund or a Nidhi
nature of its business with regard to investments, its accounting mutual benefit fund/society. Therefore, the provisions of
of income and expenditure. During the course of our audit, Clause 4 (xiii) of the said Order are not applicable to the
we have not observed any continuing failure to correct major Company.
weaknesses in internal control system. 14. In our opinion, the Company is not dealing in or trading in
5. (a) According to the information and explanations given to shares, securities, debentures and other investments.
us, there were no transactions that needed to be entered Accordingly, the provisions of clause 4(xiv) of the said Order
into the register maintained under Section 301 of the are not applicable to the Company.
Companies Act, 1956. Accordingly sub – clause 4(v) (b) 15. In our opinion and according to the information and explanations
is not applicable. given to us the Company has not given any guarantees for loans
6. In our opinion and according to the information and taken by others from banks or financial institutions are not
explanations given to us, the Company has not accepted any prejudicial to the interest of the Company.
deposits from the public in contravention with the provisions 16. In our opinion and according to the information and
of Section 58A, 58AA or any other relevant provisions of the explanations given to us no term loans were raised during
Companies Act, 1956 and the Companies (Acceptance of the year.
Deposits) Rules, 1975 with regard to the deposits accepted 17. According to the information and explanations given to us
from the public. No order has been passed by the Company and on an overall examination of the Balance Sheet of the
Law Board or National Company Law Tribunal or RBI or any company, we report that the no funds were raised on short-
court or any other Tribunal in this regard. term basis during the year.
7. In our opinion, the Company does not require to have an 18. According to the information and explanations given to us,
internal audit system as its paid up capital and reserves and the Company has not made any preferential allotment of shares
turnover does not exceed the prescribed limits. to parties and companies covered in the register maintained
8. In our opinion and according to the information and under section 301 of the Act.
explanations given to us the Company is not required to 19. According to the information and explanations given to us,
maintain the cost records under Section 209(1) (d) of the during the period covered by our audit report, the Company
Companies Act, 1956. had not issued any debentures.
9. (a) The Company is regular in depositing with appropriate 20. According to the information and explanations given to us, no
authorities undisputed statutory dues. Apart from income monies were raised by public issues during the year.
tax and cess, other material statutory dues are not 21. According to the information and explanations given to us,
applicable to the Company. no fraud on or by the Company has been noticed or reported
(b) According to the information and explanations given to during the course of our audit.
us, no undisputed amounts payable in respect of Income
Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, For Lunawat & Co.
Excise Duty and Cess were in arrears, as at the year end Chartered Accountants
for a period of more than six months from the date they Firm’s Registration No. 000629N
became payable.
(c) According to the information and explanation given to C.A. Reeta Jain
us, there are no dues of Income Tax, Sales Tax, Wealth Partner
Tax, Service Tax, Custom Duty, Excise Duty and Cess, Membership No. : 92533
which have not been deposited on account of any New Delhi
disputes. 30th April 2010

57
Annual Report 2009-10

BALANCE SHEET
As at 31st March 2010 Rs.

Schedule 31st March 31st March


2010 2009

SOURCES OF FUNDS
Shareholders’ Fund
Capital 1 500070 500070
Reserves & Surplus 11473 -
Total 511543 500070
APPLICATION OF FUNDS
Investments 2 496026 400000
Current Assets, Loans and Advances
Cash and Bank Balances 3 15192 39298
Loans and Advances 4 12123 107251
27315 146549
Less: Current Liabilities and Provisions 5
Liabilities 7128 9989
Provisions 4670 45372
11798 55361

Net Current Assets 15517 91188


Profit & Loss Account - 8882
(Balance as per annexed Profit & Loss Account)

Total 511543 500070


Notes on Accounts 8
Schedule 1 to 5 and 8 attached to the
Balance Sheet are an integral part thereof

As per our report of even date annexed

For LUNAWAT & CO.


Chartered Accountants

C.A. Reeta Jain Lajpat Rai Puri


Partner R.R. Gupta Directors
Membership No. : 92533 S.K. Mukherjee

New Delhi, the 30th April, 2010

58
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED

PROFIT AND LOSS ACCOUNT


For The Year Ended 31st March 2010 Rs.

Schedule 2009-10 2008-09

INCOME 6 45962 119258

EXPENDITURE

Administrative Expenses 7 15758 13465

Profit Before Tax 30204 105793

Provision for Taxation

- Current Tax 4670 32690

- Tax adjustment for earlier years 5179 -

Profit After Tax 20355 73103

Balance brought forward (8882) (81985)

Balance carried forward 11473 (8882)

Basic/Diluted Earnings per Share (Rs.) 0.41 1.46

Notes on Accounts 8

Schedule 6 to 8 attached to the Profit & Loss


Account are an integral part thereof

As per our report of even date annexed

For LUNAWAT & CO.


Chartered Accountants

C.A. Reeta Jain Lajpat Rai Puri


Partner R.R. Gupta Directors
Membership No. : 92533 S.K. Mukherjee

New Delhi, the 30th April 2010

59
Annual Report 2009-10

Rs.
31st March 31st March
2010 2009
Schedule 1
CAPITAL
Authorised:
Equity Shares- 20,00,000 of Rs. 10/- each 20000000 20000000
Preference Shares- 2,00,000 of Rs. 100/- each 20000000 20000000
Issued, subscribed & Paid up :
Equity Shares- 50,007 of Rs. 10 each 500070 500070
(Previous year- 50,007 Nos.)
500070 500070
Schedule 2
CURRENT INVESTMENT
(Fully paid up unless otherwise specified)
(Other than trade)
LIC MF Fixed Maturity Plan-Series 37-13 Months Growth Plan - 400000
(No.of units-Nil, Previous year - 40,000.000 nos., Aggregate
market value Rs. 4,44,204)
LIC MF Floating Rate Fund- Short Term Plan - Growth Plan 496026 -
(34400.941 Units, Aggreagate market value Rs. 5,20,218 - Previous year - Nil)
496026 400000
Purchased and sold during the year : 2011.277 units of
LIC MF Floating Rate Fund- Short Term Plan - Growth Plan

Schedule 3
CASH & BANK BALANCES
Cash in hand 347 347
Balance with Scheduled Bank on Current Account 14845 38951
15192 39298
Schedule 4
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind or - 93,000
for value to be received
Income-tax Advance Payments 12123 14251
12123 107251
Schedule 5
CURRENT LIABILITIES & PROVISIONS
Current Liabilities
Sundry Creditors 6618 9989
Other Liabilities 510 -
7128 9989
Provisions
Income Tax Provision 4670 45372

Schedule 6 2009-10 2008-09


INCOME
Profit on sale of - Long term investment 44936 -
- Current investment 1026 -
Other income - 119258
45962 119258
Schedule 7
ADMINISTRATIVE EXPENSES
Filing fees 2500 4000
Audit Fee 6618 6618
Miscellaneous Expenses 3053 161
Legal & Professional 3587 2686
15758 13465

60
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED

Schedule 8
NOTES ON ACCOUNTS
A. Significant Accounting Policies
1. Accounting Convention
The Financial Statements are prepared under historical cost convention in accordance with generally accepted
accounting principles in India.
2. Revenue Recognition
Revenue is recognised when there is no significant uncertainty existing as to the determination or collection of the same.
3. Fixed Assets
Fixed Assets are stated at Historical cost. Cost includes costs attributable to acquisition & installation of assets. However
there are no Fixed Assets of the Company.
4. Investments
Current Investments are stated at the lower of Cost and Fair Value. Long Term Investments are stated at Cost,
however any permanent diminution in the value of long term investment is also accounted for.
5. Provisions
Provisions are recognised when there is a present obligation of the enterprise arising from Past events , the settlement
of which is expected to result in an outflow from the enterprise, of resources embodying economic benefits.
6. Accounting policies not specifically referred to otherwise are consistent with generally accepted accounting principles.
B. Notes on Accounts
1. There was no employee during the year.
2. Contingent Liability - Nil (Previous year - Nil)
3. Amount paid to Auditors :- 2009-10 2008-09
Statutory Audit Fee (Rs. ) 6,000 6,000
4. Expenditure/Earnings in foreign currency -Nil (Previous year Nil)
5. There are no parties registered under Micro Small and Medium Enterprises Development Act, 2006 with which the
Company has any dealing during the year.
6. Earnings per Share
Computed in accordance with the Accounting Standard-20 issued under the Companies (Accounting Standards)
Rules, 2006 are as under:-
Particulars 2009-10 2008-09
Net Profit After Tax (Rs. ) 20,355 73,103
Weighted Average Number of Equity Shares of Rs. 10 each 50,007 50,007
Basic/Diluted Earnings per Share (Rs. ) 0.41 1.46
7. Deferred Tax Assets in terms of AS 22 on carry forward losses has not been recognised.
8. Mr. L.R. Puri is the key management person. M/s JK Lakshmi Cement Ltd. is holding company. There is no transaction
with key management person, holding company and related parties in terms of AS-18. Hence, disclosure required in
terms of AS-18 is not applicable.
9. The entity is being engaged in one business segment. Hence the disclosure required in terms of AS-17 issued under
Companies (Accounting Standard) Rules, 2006 is not applicable.
10. Previous year’s figures have been rearranged and regrouped wherever necessary.
As per our report of even date annexed
For LUNAWAT & CO.
Chartered Accountants

C.A. Reeta Jain Lajpat Rai Puri


Partner R.R. Gupta Directors
Membership No. : 92533 S.K. Mukherjee
New Delhi, the 30th April 2010

61
Annual Report 2009-10

CASH FLOW STATEMENT


For the year Ended 31st March 2010
Rs.
Sl.No. Particulars 2009-10 2008-09

A. CASH FLOW FROM OPERATING ACTIVITIES


Net Profit before Tax 30204 105793
Adjusted for :
(Profit)/Loss on sale of invetments (45962) -
Operating Profit before working capital changes (15758) 105793
Adjustment for
Trade and Other Receivables 93000 (93000)
Trade and Other Payables (2861) (23011)
Cash Generated from Operations 74381 (10218)
Direct Tax paid (Net) (48423) (2332)
Net Cash from Operating Activities 25958 (12550)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Investment (525000) -
Sale of Investment 474936 -
Net Cash from Investing Activities (50064) -
C. CASH FLOW FROM FINANCING ACTIVITIES
Net Cash from Financing Activities - -
D. Net Increase/(Decrease) in
Cash & Cash Equivalents (A+B+C) (24106) (12550)
E. Opening Balance - Cash & Cash Equivalents 39298 51848
F. Closing Balance - Cash & Cash Equivalents (D+E) 15192 39298
Notes:
1 Closing Cash and Cash Equivalents include:
- Cash on hand 347 347
- Balance with Scheduled Bank 14845 38951
Total 15192 39298

As per our report of even date annexed

For LUNAWAT & CO.


Chartered Accountants

C.A. Reeta Jain Lajpat Rai Puri


Partner R.R. Gupta Directors
Membership No. : 92533 S.K. Mukherjee

New Delhi, the 30th April 2010

62
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED

Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part IV of
the Companies Act 1956.
I. Registration Details
Registration No. 54817
State Code 55
Balance Sheet date 31.03.2010

II. Capital raised during the year (Amount in Rs. Thousands)


Public Issue Nil
Right Issue Nil
Bonus Issue Nil
Private Placement Nil

III. Position of Mobilisation and deployment of funds (Amount in Rs. Thousands)


Total Liabilities 523
Total Assets 523
Sources of funds
Paid up capital 500
Reserves & Surplus 11
Secured loans Nil
Unsecured loans Nil
Application of funds
Net fixed assets Nil
Investments 496
Net current assets 15
Misc. expenditure Nil
Accumulated losses Nil

IV. Performance of company (Amount in Rs. Thousands)


Turnover & other Income 46
Total expenditure 16
Profit before tax 30
Profit after tax 20
Earning per share - (Re.) 0.41
Dividend rate % Nil

V. Generic name of principal products/services of company


Item code No. (ITC Code) Nil
Product description Financial Services
Lajpat Rai Puri
R.R. Gupta Director
S.K. Mukherjee
New Delhi, the 30th April 2010

63
Annual Report 2009-10

AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

TO THE BOARD OF DIRECTORS OF JK LAKSHMI requirements of Accounting Standard 21, ‘Consolidated


CEMENT LIMITED Financial Statements’ issued by the Institute of Chartered
Accountants of India, on the basis of the individual financial
We have audited the attached Consolidated Balance Sheet
statements of JK Lakshmi Cement Limited and its subsidiary
of JK Lakshmi Cement Limited and its subsidiary Company
company included in the aforesaid consolidation.
as at 31st March, 2010, and also the related Consolidated
Profit & Loss Account and the Consolidated Cash Flow On the basis of the information and explanations given to
Statement for the year then ended. us and on the consideration of the separate audit report on
individual audited financial statements of the Company and
These financial statements are the responsibility of the
its Subsidiary included in the Consolidated Financial
Company’s management. Our responsibility is to express
Statements, we are of the opinion that the said consolidated
an opinion on these financial statements based on our audit.
financial statements read together with notes thereon, give
We conducted our audit in accordance with generally
a true and fair view in conformity with the accounting
accepted auditing standards in India. These standards
principles generally accepted in India subject to Note 4
require that we plan and perform the audit to obtain
regarding non-preparation of notes and schedules as stated
reasonable assurance about whether the financial
in the said note:
statements are prepared, in all material respects in
accordance with an identified financial reporting frame a) In the case of Consolidated Balance Sheet, of the
work and are free of material misstatement. An audit consolidated state of affair of the Company and its
includes examining, on a test basis, evidence supporting subsidiary as at 31st March, 2010;
the amounts and disclosures in the financial statements.
b) In the case of Consolidated Profit & Loss Account of
An audit also includes assessing the accounting principles
the consolidated results of operation of the Company
used and significant estimates made by management as
and its subsidiary for the year then ended; and
well as, evaluating the overall financial statement
presentation. We believe that our audit provides a c) In the case of Consolidated Cash Flow Statement, of
reasonable basis for our opinion. the consolidated cash flow of the Company and its
subsidiary for the year then ended.
We did not audit the financial statements of the subsidiary
company, Hansdeep Industries and Trading Co Ltd, whose
financial statements reflect total assets of Rs. 5,23,341 as at
For LODHA & CO.
31st March, 2010 and total revenues of Rs. 45,962 for the
Chartered Accountants
year ended. This statement was audited by other auditor
whose report has been furnished to us and our opinion, in
so far as it relates to this Company is based solely on the
N.K. LODHA
report of the other auditor.
Partner
We report that the consolidated financial statements have New Delhi Firm’s Registration No.:- 301051E
been prepared by the Company in accordance with the 18th May 2010 Membership No.:- 85155

.
64
CONSOLIDATED BALANCE SHEET
As at 31st March 2010
Rs. in Crore (10 Million)
31st March 31st March
2010 2009
SOURCES OF FUNDS
Shareholders’ Funds
Capital 61.19 61.19
Reserves and Surplus 959.51 770.06
1020.70 831.25
Loan Funds
Secured Loans 777.57 573.63
Unsecured Loans 144.16 129.04
921.73 702.67
Deferred Tax Liability (Net) 92.10 35.10
TOTAL 2034.53 1569.02
APPLICATION OF FUNDS
Fixed Assets
Gross Block 1903.64 1760.48
Less: Depreciation 840.65 747.39
Net Block 1062.99 1013.09
Capital Work-in-progress 181.95 97.04
1244.94 1110.13
Investments 480.53 88.90
Current Assets, Loans and Advances
Inventories 74.77 66.02
Sundry Debtors 28.98 23.32
Cash and Bank Balances 220.39 326.67
Loans and Advances 341.47 215.96
665.61 631.96
Less: Current Liabilities and Provisions
Current Liabilities 220.19 171.33
Provisions 136.36 90.64
356.55 261.97
Net Current Assets 309.06 369.99
TOTAL 2034.53 1569.02
Notes on Account

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

65
Annual Report 2009-10

CONSOLIDATED PROFIT AND LOSS ACCOUNT


For The Year Ended 31st March 2010
Rs. in Crore (10 Million)
2009-10 2008 - 09
INCOME
Sales 1644.05 1404.05
Less : Excise Duty 153.55 179.52
Net Sales 1490.50 1224.53
Other Income 9.31 6.15
1499.81 1230.68
Increase/(Decrease) in Stock 2.92 (6.07)
1502.73 1224.61
EXPENDITURE
Employees 85.44 69.16
Manufacturing Expenses 648.31 588.47
Other Expenses 335.06 250.27
1068.81 907.90
PROFIT BEFORE INTEREST AND DEPRECIATION 433.92 316.71
Interest & Financial Charges 23.02 20.91
PROFIT BEFORE DEPRECIATION 410.90 295.80
Depreciation 80.03 69.11
PROFIT BEFORE TAX 330.87 226.69
Provision for Current Tax 55.82 25.57
Deferred Tax 57.00 47.10
MAT Credit Entitlements (23.54) (25.57)
Provision for Fringe Benefit Tax - 0.99
Tax adjustments for earlier years (net) 0.46 -
PROFIT AFTER TAX 241.13 178.60
Balance brought forward 102.07 77.10
343.20 255.70
APPROPRIATIONS
Debenture Redemption Reserve 28.07 -
Proposed Dividend 18.35 24.47
Interim Dividend 12.23 -
Corporate Dividend Tax 5.20 4.16
General Reserve 175.00 125.00
Balance carried forward 104.35 102.07
343.20 255.70
Basic Earning per Share (Rs.) - Cash 30.91 20.25
- After Tax 19.71 14.60
Diluted Earning per Share (Rs.) 19.71 14.60
Notes on Accounts
H.S. SINGHANIA Chairman
B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. The Accounts have been prepared to comply with the requirements of Accounting Standard – 21 to include all
material items.

2. Consolidated Financial Statements (CFS) comprised the financial statements of JK Lakshmi Cement Limited and its
subsidiary Hansdeep Industries & Trading Co Ltd.(Shareholding 100%, Incorporated in India) as on 31st March,
2010.

3. 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. The effects of intra group transactions
are eliminated in consolidation.

4. In view of insignificant/negligible transactions of the subsidiary Company, notes and schedules are not prepared.

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

67
Annual Report 2009-10

Consolidated Cash Flow Statement


For The Year Ended 31st March 2010
2009-10 2008-09
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax 330.87 226.69
Adjustments for:
Depreciation 80.03 69.11
Interest on Investments, Deposits & Others (34.39) (28.60)
Profit on sale of assets & investments (net) (6.48) (4.80)
Bad debts recovered - (0.21)
Interest expenses (Gross) 54.98 49.51
Provision for doubtful debts 0.47 0.61
Operating Profit before Working Capital changes 425.48 312.31
Adjustments for:
Trade and Other Receivables (45.44) (13.04)
Inventories (8.75) (3.83)
Trade and Other Payables 44.36 42.12
Cash generated from Operations 415.65 337.56
Income Tax Payments (59.06) (25.90)
Net Cash from Operating Activities 356.59 311.66
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (231.61) (228.97)
Sale of Fixed Assets 0.88 4.38
(Purchase)/Sale of Investments (net) (385.15) (74.90)
Interest Received 27.71 33.93
Dividend Received 2.43 -
Net Cash from/(used in ) Investing Activities (585.74) (265.56)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term borrowings 323.34 134.59
Repayment of Long-term borrowings (108.83) (140.43)
Short-term borrowings (net) 5.03 0.67
Interest paid (53.73) (51.10)
Dividend Paid (including dividend distribution tax) (42.94) (10.74)
Net Cash from/(used in) Financing Activities 122.87 (67.01)
D. Increase/(Decrease) in
Cash and Cash Equivalents (106.28) (20.91)
E. Cash and Cash Equivalents as at the beginning of the year 326.67 347.58
F. Cash and Cash Equivalents as at the close of the year 220.39 326.67
Notes:
1. Cash and Cash Equivalents include:
- Cash, Cheques in hand and remittances in transit 0.45 38.02
- Balances with Scheduled Banks 219.94 288.65
220.39 326.67

H.S. SINGHANIA Chairman


B.H. SINGHANIA Vice Chairman &
Managing Director
As per our report of even date VINITA SINGHANIA Managing Director
Dr. AJAY DUA
For LODHA & CO. B.V. BHARGAVA
Chartered Accountants KASHI NATH MEMANI
N.G. KHAITAN Directors
N.K. Lodha PRADIP ROY
Partner Dr. R.P. SINGHANIA
Membership No. : 85155 B.K. DAGA S. CHOUKSEY
New Delhi, the 18th May, 2010. Vice President & Company Secretary S.K. WALI

68
Nehru House, 4, Bahadur Shah Zafar Marg, New Delhi-110 002

NOTICE
NOTICE is hereby given that the 70th 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, Basantgarh, Dist. Sirohi, Rajasthan, on
Wednesday, the 14th July 2010 at 2.15 P.M. to transact the following business:
1. To receive, consider and adopt the Audited Accounts of the Company for the financial year ended 31st March 2010
and the Reports of the Directors and Auditors thereon.
2. To declare dividend.
3. To appoint a Director in place of Dr. Raghupati Singhania, who retires by rotation and being eligible, offers himself
for re-appointment.
4. To appoint a Director in place of Shri N.G. Khaitan, who retires by rotation and being eligible, offers himself for
re-appointment.
5. To appoint a Director in place of Shri Sushil Kumar Wali, who retires by rotation and being eligible, offers himself for
re-appointment.
6. To appoint Auditors and to fix their remuneration and in connection therewith to pass, with or without modification(s),
the following as Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Section 224 of the Companies Act 1956, M/s. Lodha & Co., Chartered
Accountants, New Delhi be and are hereby appointed as Auditors of the Company from the conclusion of the 70th
Annual General Meeting upto the conclusion of the next Annual General Meeting on a remuneration of Rs. 6,50,000
(Rupees Six Lakh Fifty Thousand only) 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.”
As Special Business
7. To consider and if thought fit to pass, with or without modification(s), the following as Special Resolution:
“RESOLVED that pursuant to the provisions of Sections 269, 309 and 198 read with Schedule XIII and other applicable
provisions, if any, of the Companies Act 1956 or any statutory modification or re-enactment thereof, the re-appointment
of Shri Sushil Kumar Wali as Whole-time Director of the Company for a period of three years w.e.f. 1st August 2010,
be and is hereby approved on the terms of remuneration and conditions as set out in the Explanatory Statement
annexed hereto which shall be deemed to form part hereof, and in the event of inadequacy or absence of profits in
any financial year, the remuneration comprising salary, performance incentive, perquisites and benefits as approved
herein be paid as minimum remuneration to the said Whole-time Director subject to approvals, if any, as may be
required.
RESOLVED FURTHER that the Managing Directors of the Company be and are hereby authorised severally to vary
and/or revise the remuneration of the said Whole-time Director within the overall limits approved herein and to
settle any question or difficulty in connection therewith or incidental thereto.”
8. To consider and if thought fit to pass, with or without modification(s), the following as Special Resolution:
“RESOLVED that pursuant to the provisions of Sections 269, 309 and 198 read with Schedule XIII and other applicable
provisions, if any, of the Companies Act 1956 or any statutory modification or re-enactment thereof, the re-appointment
of Shri Shailendra Chouksey as Whole-time Director of the Company for a period of three years w.e.f. 1st August
2010, be and is hereby approved on the terms of remuneration and conditions as set out in the Explanatory Statement
annexed hereto which shall be deemed to form part hereof, and in the event of inadequacy or absence of profits in
any financial year, the remuneration comprising salary, performance incentive, perquisites, benefits and allowances
as approved herein be paid as minimum remuneration to the said Whole-time Director subject to approvals, if any,
as may be required.

69
RESOLVED FURTHER that the Managing Directors of the Company be and are hereby authorised severally to vary
and/or revise the remuneration of the said Whole-time Director within the overall limits approved herein and to
settle any question or difficulty in connection therewith or incidental thereto.”
By Order of the Board
Regd. Office:
Jaykaypuram-307 019 B.K. Daga
Basantgarh, Dist. Sirohi(Rajasthan) Vice President &
18th May 2010 Company Secretary
NOTES
1. 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. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS
BEFORE THE MEETING.
2. Explanatory Statement pursuant to Section 173(2) of the Companies Act 1956 is annexed.
3. The Register of Members and Share Transfer Books of the Company shall remain closed from 8th July, 2010 to 14th
July, 2010 (both days inclusive).
4. The Final Dividend @ Rs. 1.50 per Equity Share of Rs. 5 each (30%) as recommended by the Board of Directors, if
declared at the Annual General Meeting, will be paid to the Members whose names are borne on the Company’s Register
of Members on the 14th July, 2010 or to their mandatees. In respect of shares held in dematerialised form, the dividend will
be paid on the basis of details of beneficial ownership to be received from the Depositories for this purpose.
5. Appointment of Directors
Brief resumes of the Directors proposed to be re-appointed (item Nos. 3, 4 and 5) are given hereunder:
Name Dr. Raghupati Singhania Shri N.G. Khaitan Shri Sushil Kumar Wali
Age 63 Years 59 Years 59 Years
Qualification B.Sc. Honorary Attorney-at-Law B.E (Hons) in
Doctorate in Science Chemical Engineering
Expertise in Specific Industrialist Solicitor & Advocate General Management
Functional Areas
Date of Appointment 4th June, 1991 2nd December, 1993 20th July, 2002
on the Board
Name(s) of other Chairman : Director : Director :
Companies in which - Fenner (India) Ltd. - Chase Bright Steel Ltd. - JKLC Employees’
Directorships held Vice Chairman & - Gobind Sugar Mills Ltd. Welfare
(as per Section 275 Managing Director : - HSIL Ltd. Association Ltd.
and 278 of the - JK Tyre & Industries Ltd. - Mangalam Timber Products Ltd.
Companies Act 1956) Director : - Mangalam Cement Ltd.
- JK Agri Genetics Ltd. - Naga Dhunseri Group Ltd.
- DCM Engineering Ltd. - Reliance Chemotex
- Radico Khaitan Ltd. Industries Ltd.
- Bengal & Assam - Rasoi Ltd.
Company Ltd. - DPSC Ltd.
Name(s) of Member-Audit Chairman-Audit Committee :
Companies in which Committee : - Mangalam Timber Product Ltd.
Committee - Radico Khaitan Ltd. Member-Audit Committee :
Membership(s)/ - HSIL Ltd.
Chairmanship(s) held - Reliance Chemotex Industries Ltd. –
(as per Clause 49 of - Mangalam Cement Ltd.
the Listing Aggrement) Member-Shareholder/Investor
Grievance Committee :
- HSIL Ltd.
- Gobind Sugar Mills Ltd.

70
EXPLANATORY STATEMENT UNDER SECTION 173 (2) OF THE COMPANIES ACT 1956
Item Nos. 7 & 8
Shri Sushil Kumar Wali and Shri Shailendra Chouksey were re-appointed as Whole-time Directors of the Company for a
period of three years each w.e.f. 1st August 2007 with due approval of the Shareholders at the Annual General Meeting
held on 26th July, 2008.
The Board of Directors of the Company at its meeting held on 18th May, 2010 re-appointed Shri Sushil Kumar Wali and Shri
Shailendra Chouksey as Whole-time Directors of the Company for a further period of three years w.e.f. 1st August, 2010
on the terms of remuneration determined by the Remuneration Committee of Directors, as set out herein subject to
requisite approvals.
Information pursuant to para 1(C) of Section II of Part II of the Schedule XIII to the Companies Act, 1956 (the Act):
I. General Information:
1. Nature of Industry: Cement.
2. Date or expected date of Commencement of Commercial Production: The Lakshmi Cement Plant of the Company
was commissioned in the year 1982.
3. In case of new companies, expected date of Commencement of activities as per project approved by financial
institutions appearing in the prospectus: Not Applicable.
4. Financial Performance based on given indicators:
Rs./Crores
Particulars Financial Year (12 months) ended
31.03.2010 31.03.2009 31.03.2008
Gross Sales and Other Income 1653.36 1410.19 1293.07
Operating Profit (PBIDT) 433.92 316.70 357.97
Profit before Depreciation 410.90 295.79 330.12
Profit after Tax (PAT) 241.13 178.59 223.67
5. Export performance and net foreign exchange collaborations: Not Applicable
6. Foreign investments or collaborators, if any : Not Applicable
II. Information about the Appointees:
(1) Shri Sushil Kumar Wali, aged 59 years, holds a Bachelor’s Degree in Chemical Engineering with distinction. He has
undergone National and International trainings in Business Management at IIM Ahmedabad, Wharton University, U.S.A.
and Blue Circle, U.K. Shri Wali has also undergone international training in coaching and now he is a certified coach
from International Coaching Community. He joined the Board of Directors of the Company on 20th July 2002. Shri Wali
has been closely associated with the Cement Industry for over 35 years. Starting as a Plant Engineer in 1972, he rose to
the position of Joint President (Operations) in Lakshmi Cement of JK Corp Limited in 1998.
Shri Wali is serving as Chairman/Member of a number of Committees set up by CMA/Government/Chambers of Commerce
& Industry like Infrastructure Development Committee of National Council for Cement & Building Materials, Committee
for Interaction on Specific Issues related to BIS of Cement Manufacturers Association (CMA), Technical Committee of
CMA, Task Force set up by Ministry of Power and FICCI for India Industrial Programme for Energy Conservation, Industry
Representative on ASSOCHAM Energy Team and Asia Pacific Partnership on Clean Development and Climate . He has
also handled finalisation and implementation of the Company’s Cement Project in consultation with World Bank, USA.
During the tenure of Shri S.K. Wali, the Company has achieved substantial cost economies. The Company has also
achieved high efficiency parameters in the areas of power consumption, use of alternate fuels, etc., and thereby effected
substantial savings in costs. The Company is also exploring further growth opportunities.
(2) Shri Shailendra Chouksey, aged 59 years, is a Post Graduate in Physics and an MBA from Faculty of Management
Studies, Delhi University. He joined the Board of Directors of the Company on 20th July 2002 and has over 35 years of

71
vast experience and indepth knowledge of the Cement Industry. Starting as an Asstt. Manager in Sawai Madhopur
Cement Plant, he rose to the position of Joint President (Commercial) in Lakshmi Cement of JK Corp Limited in 1998. He
specialises in marketing and commercial operations of purchase, finance, costing and administration.
He has headed the Marketing Team of Lakshmi Cement throughout during its growth from 5.00 lac tpa to the present
47.50 lac tpa. He is credited with introducing colour bags for packing of Cement, Grade 43, CoC Guarantee, etc., for the
first time in Cement Industry in North India. He was also instrumental in obtaining incentive scheme on rail freight.
‘Lakshmi Sahyogi Sanrakshan Club’ started by Shri Chouksey with the aim of improving customer satisfaction, boasts of
large membership of masons, contractors and builders. He also serves as a Director on the Board of JKLC Employees’
Welfare Association Limited.
He is a member of Managing Committee of Cement Manufacturers Association, Working Group on Cement Industry
XIth Plan (constituted by Ministry of Industry). He is also a Member of Academic Council, Jaipuria Institute of Management,
Noida. Presently, he is the Chairman of Cement Manufacturers Association, North Zone.
During the tenure of Shri Shailendra Chouksey, the Company has achieved substantial economies in logistics among
others. Company’s sales realisation has substantially improved through effective marketing strategies and brand building.
As a result, JK Lakshmi brand has been established as premium brand in its marketing zones. He has spearheaded
Company’s RMC business plans and foray into other value added products as a part of Company’s growth strategy. These
efforts are continuing and augur well for the future of the Company.
(3) Past remuneration of the aforesaid Whole-time Directors: Details as approved by the Shareholders at the Annual General
Meeting of the Company held on 26th July 2008 shall be open for inspection at the Regd. Office of the Company.
(4) Job Profile of the Whole-time Directors and suitability: The Whole-time Directors are vested with powers of
management subject to the control, direction and superintendence of the Board of Directors and the Managing
Directors of the Company. The responsibilities of the managerial personnel have substantially increased with the
growth of the Company.
Shri Sushil Kumar Wali has been “Occupier” under the Factories Act, 1948 of Company’s Cement Factory at Sirohi,
Rajasthan, the new grinding mill being set up at Kalol, Ahmedabad and the new plant being set up at Durg (M.P). He
has also been responsible for attending to and looking after various aspects of the working of the Company including
technical and administrative matters.
Shri Shailendra Chouksey has been responsible for attending to and looking after marketing, commercial, administrative
and various other aspects of working of the Company.
(5) Remuneration Proposed: The Remuneration Committee and the Board of Directors of the Company at their respective
meetings held on 18th May, 2010 have approved the following terms of remuneration of each of the Whole-time
Directors for a tenure of three years each w.e.f. 1st August, 2010.
A. Salary:
(i) Shri Sushil Kumar Wali : Rs. 4,50,000 per month in the range of Rs. 3,00,000 - Rs. 6,00,000 per month;
(ii) Shri Shailendra Chouksey : Rs. 4,50,000 per month in the range of Rs. 3,00,000 - Rs. 6,00,000 per month;
with such increments as may be decided by any one of the Managing Directors of the Company from time to
time and with increases in all the benefits related to the salary.
B. Commission: Not exceeding 1% of the net profit computed under sections 349 and 350 of the Companies Act
1956, as may be determined by any one of the Managing Directors of the Company from time to time.
C. Performance Incentive as may be determined by any one of the Managing Directors of the Company from time to time.
D. Perquisites comprising provision of residential accommodation or house rent allowance together with furnishings,
gas, electricity and water and other amenities, car with driver, reimbursement of medical expenses including
hospitalization and surgical charges for self and family and travel relating thereto; and other perquisites, benefits
and allowances, telephone at residence, leave travel including foreign travel, fees of clubs, personal accident
insurance, etc. as may be approved by any one of the Managing Directors of the Company. The perquisites shall
be evaluated as per the actual cost or the Income tax Rules, as applicable.
E. Contribution to Provident Fund and Superannuation Fund or Annuity Fund as per rules of the Company.

72
F. Gratuity at the rate of 15 days Salary for each completed year of service.
G. Encashment of unavailed leave as per rules of the Company.
H. In the event of inadequacy or absence of profits under sections 349 and 350 of the said Act, in any financial year, the
said Whole-time Directors shall subject to the approvals, if any, as may be required, be entitled to minimum remuneration
comprising salary, performance incentive, perquisites, benefits and allowances as detailed in paras (A), (C) and (D)
above, and be also entitled to benefits mentioned in paras (E), (F) and (G) above which shall not be included in the
computation of the ceiling on remuneration in terms of the provisions of Schedule XIII of the said Act.
(6) Comparative Remuneration Profile with respect to industry, size of the Company, profile of the position and person:
The executive remuneration in the Industry has increased manifold. The ‘Remuneration Committee’ constituted by
the Board in terms of the said Schedule, perused the remuneration of managerial persons in the cement industry and
other companies comparable with the size of the Company, financial position of the Company and the trends in
industry, qualification, experience, responsibilities, past performance, past remuneration etc. of the aforesaid Whole-
time Directors of the Company before approving their proposed remuneration, as above.
(7) Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any:
Besides, the remuneration proposed as aforesaid, the whole time Directors do not have any other pecuniary relationship
with the Company and they are not related to any managerial personnel.
III. Other Information:
As the Shareholders are aware, the Company has registered all round improvements and excellent performance consistently
for the last 4-5 years. The excellent performance is attributed to increased production, higher cement sales and much
improved all round efficiencies. The Company has grown at a CAGR rate of 11.7% over last four years as compared to
Industry’s 8.9%. The Company has achieved an all time high turnover of Rs. 1644 Crore and Profits after tax of Rs. 241
Crore (registering an increase of 35%) for the financial year ended 31st March, 2010. The Company has adequate profits
under the Act and has also been paying dividends for the last 4 years. The growth in the cement consumption during
FY 2009-10 is an ample testimony to revival of the Indian economy despite the global economic slow down. The cement
consumption grew at 10.20% thereby reaching a double digit mark after a gap of three years. Cement Industry has taken
proactive measures for expanding the capacities to meet the emerging situation.
Continuous upgradation of technology, conservation of energy, customer satisfaction and attainment of highest quality
standards and capacity expansions from time to time remain on high priority agenda of the Company. The Company has
continued its efforts to increase all-round efficiency and reduce cost. During the year, the Company was able to reduce
its power consumption to 79 kwh/MT from 80 kwh/MT in the previous year and fuel consumption to 85 kg/MT from 89
kg/MT thus contributing to significant savings. The Company’s Split Grinding Unit in Gujarat has achieved 101% capacity
utilization this year. In the financial year 2010-11, the Company’s clinker capacity is expected to go up by 0.3 million MT
through Kiln Augmentation.
The Company is also setting up another Split Grinding unit of 5.5 Lac MT at Jhajjar (Haryana) which is expected to
become operational by December 2011, taking the Company’s current annual capacity from 4.7 million MT p.a. to
5.3 million MT p.a. Besides cement, the Company is taking steps to expand its power generation capacity. The Company
is setting up 12 MW Waste Heat Recovery Plant and another 18 MW Thermal Power Plant at the Company’s Sirohi Plant.
Post these expansions, the Company’s captive power generation capacity will reach to 66 MW from the current 36 MW.
The Company is also aggressively pursuing its Greenfield Cement Plant at Durg with an annual capacity of 2.7 million MT.
With the completion of this plant, the Company would be able to raise its total annual capacity to 8 million MT.
None of the Directors other than Shri Sushil Kumar Wali and Shri Shailendra Chouksey for themselves may be deemed
to be concerned or interested in the aforesaid resolutions. This may also be treated as abstract of memorandum of
interest of Directors under Section 302 of the Companies Act, 1956.
By Order of the Board
Regd. Office:
Jaykaypuram-307 019 B.K. Daga
Basantgarh, Dist. Sirohi (Rajasthan) Vice President &
18th May 2010 Company Secretary

73
FOR ATTENTION OF THE SHAREHOLDERS

1. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting.

2. Please check the Pincode in the address slip pasted on the envelope and advise correction, if any, therein. 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.

3. 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.

4. Shareholders having multiple folios are requested to write to the Company for consolidation of the Folios to save the
administrative or servicing cost.

5. Requests for transfer of Equity Shares and related correspondence should be addressed to the Company’s Registrar
and Share Transfer Agents : MCS Limited, Venkatesh Bhawan, F-65, First Floor, Okhla Industrial Area, Phase-I, New
Delhi-110020 (MCS). The Shareholders 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, bank mandates, nominations etc.

6. Investor Grievances can be lodged online with MCS. Please log in to www.mcsdel.com and click on Investors
Services to register your queries/grievances which will be responded by MCS on priority basis. In case of any difficulty,
please write to the Company Secretary at Gulab Bhawan (Rear Block), 3rd Floor, 6A, Bahadur Shah Zafar Marg, New
Delhi- 110 002 or E-mail: rgupta@jkmail.com. Please quote your Folio No./DPID/Client ID for prompt attention.

7. Unclaimed Dividend- Shareholders who have not claimed their dividend for the financial years 2006-07, 2007-08
and 2008-09 may send their unclaimed dividend warrants alongwith necessary documents to the Company for
revalidation at the address given at Point No. 6 above. The said dividend will remain in unpaid dividend account
with the Company for a period of 7 years.

8. Nomination: Pursuant to Section 109A of the Companies Act 1956, 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.

9. Dematerialisation of Shares and Liquidity: Members may in their own interest consider dematerialisation of their
shareholding in the Company held in physical form. Dematerialisation facility is available both on NSDL and CDSL.
Company’s ISIN No. is INE786A01032.

74
Regd. Office: Jaykaypuram-307 019, Basantgarh, Dist. Sirohi, Rajasthan

ADMISSION SLIP
Folio No./ DP ID & Client ID #
No. of Equity Shares held

I hereby record my presence at the 70th Annual General Meeting of the Company being held at
Jaykaypuram-307 019, Basantgarh, Dist. Sirohi, Rajasthan on Wednesday, the 14th July, 2010 at 2.15 P.M.

Name of the Shareholder(in block letter)


Name of Proxy /Authorised Representative attending* (in block letter)

* Strike out whichever is not applicable


# Applicable for investors holding shares in dematerialised form.

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.
Shareholders intending to appoint a proxy may use the Proxy Form given below.

Nehru House, 4, Bahadur Shah Zafar Marg, New Delhi-110 002.

PROXY FORM

I / We - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
of - - - - - - - - - - - - - - - - - - - - - - - - being a member/members of JK Lakshmi Cement Ltd. hereby appoint
Shri/Smt./Km. - - - - - - - - - - - - - - - - - - - - - - - - of - - - - - - - - - - - - - - - - - - - - - - - - -
or failing him Shri/Smt./Km./- - - - - - - - - - - - - - of - - - - - - - - - - - - - - - - - - - - - - - - -
or failing him Shri/Smt./Km./- - - - - - - - - - - - - - - of - - - - - - - - - - - - - - - - - - - - - - - -
as my/our proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 70th Annual
General Meeting of the Company to be held on Wednesday, the 14th July, 2010 at 2.15 P.M. and at any
adjournment thereof.

Signed this - - - - - - - day of - - - - - - - - 2010. Affix


Re.1
Folio No./DP ID & Client ID # Signature(s) . . . . . . . . . . . . . . . .Revenue
...... .
Stamp
No. of Equity Shares held
# Applicable for Shareholders holding shares in dematerialised form.

Note : The proxy, in order to be effective, should be duly completed, stamped and signed and must
be deposited at the Registered Office of the Company at Jaykaypuram-307019, Basantgarh,
Dist. Sirohi, Rajasthan, at least 48 hours before the scheduled time.