Mangalam Cement

The have the pleasure in presenting the 32nd Annual Report of the
 Company with audited statements of accounts for the year ended 31st
 March, 2008. The summarized Financial Results are given below:
 
 I.FINANCIAL RESULTS
 
                                  Current year ended  Previous year ended
                                  31st March, 2008    31st March, 2007
                            (April-07 to March-08) (Oct.-06 to March-07)
                                    (Rs. In Lacs)       (Rs.In Lacs)
 
 
 Gross Sales                          59587.12            26126.61
 Less: Excise Duty                     8599.23             3327.19
 Net Sales                            50987.89            22799.42
 Operating Profit before Interest and Financial Charges,
 Depreciation and Tax                  16049.80            6959.30
 Less: Interest and Financial Charges    294.64              64.50
 Gross Profit before Depreciation and  15755.16            6894.80
 Less: Depreciation (net of transfer
 from Revaluation Reserve)              1770.25             608.26
 Net Profit before Tax                 13984.91            6286.54
 Less: Provisions for Tax
 a. Income Tax/MAT                      2600.00             698.00
 b. Deferred Tax                            -               769.00
 c. Fringe Benefit Tax                    29.94              15.70
 d. Prior period adjustment:
 i) Reversal of MAT Credit entitlement      _               627.00
 (ii) Deduct: Provision for taxation no
 longer required written back             16.03             610.97
 Net Profit after tax                  11354.97            4192.87
 Profit brought forward from
 previous year                          6190.27            3158.35
 Profit available for appropriation    17545.24            7351.22
 APPROPRIATIONS
 a)  Transfer to General Reserve        1150.00             500.00
 b)  Proposed Dividend on Equity Shares 1412.33             564.94
 c)  Corporate Dividend Tax              240.03              96.01
 d)  Balance carried forward to
 next year                             14742.88            6190.27
 TOTAL                                 17545.24            7351.22
 
 2. DIVIDEND
 
 We recommend a dividend of Rs.5.00 per Equity Share of Rs.10 each for
 the year ended 31st March 2008. Total Dividend outgo will be Rs.
 1652.36 lacs including dividend tax.
 
 3. DEFERRED TAX
 
 During the year under review, the Honble Rajasthan High Court vide its
 order dt.30th November, 2007, has allowed the company to use the
 Securities Premium Account under the head Reseves and Surplus towards
 meeting the liability of Deferred Tax required to be provided as per
 the Accounting Standard on Accounting for Taxes on Income (AS-22)
 prescribed by the Institute of Chartered Accountants of India.
 Accordingly, the Company has utilized Rs.2197.00 Lacs from the
 Securities Premium Account towards making provision for Deferred Tax
 for the current year under review.
 
 4. OVERALL PERFORMANCE
 
 Performance of the Company has been comprehensively covered in the
 Management Discussions and Analysis Report which forms part of
 Directors Report.
 
 5. WIND MILLS
 
 4 wind mills of 0.6 MW capacity each and 3 wind mills of 1.25 MW
 capacity each were commissioned during the period September, 2007 to
 January, 2008 in the District of Jaisalmer and generated 15.79 lacs
 Kwh. The Company has entred wheeling and Banking Agreement with Jaipur
 Vidyut Vitran Nigam Ltd. for the captive use of power. The power
 generated from the wind mills will also meet the requirement of
 Renewable energy (RE) obligation as stipulated by the Government of
 Rajasthan vide its notification dated 23rd March, 07.
 
 6. CAPTIVE POWER PLANT
 
 Captive Thermal Power Plant of 17.5 MW capacity has been commissioned
 and started commercial production w.e.f.  1st October, 2007. It has
 generated 618.24 lacs Kwh during the period of 6 months i.e. October,
 2007 to March, 2008.  The Company will meet appx 70% of its power
 requirement through captive power generation.
 
 7. REVIVAL OF THE COMPANY
 
 As per the order dated 24th May, 2007 of the Honble Board for
 Industrial and Financial Reconstruction (BIFR), your Company ceases to
 be a sick industrial company within the meaning of Section 3(1 )(o) of
 SICA, 1985 and the Company has been discharged from the purview of
 SICA, 1985.
 
 8. CAPACITY EXPANSION AND UPGRADATION
 
 The progress of upgradation of capacity is as under:
 
 a.  The process of integration with the existing production facilities
 has been started for increase in clinker capacity by 250 TPD in Unit-ll
 and is expected to be commissioned by May, 2008.
 
 b.  Increase in grinding capacity in Unit-I by 5 lacs TPA, the work is
 in full swing and is expected to be commissioned by June,2008.
 
 c.  Increase in clinker capacity by 500 TPD in Unit-I is expected to be
 materialized by second Quarter of the current financial year.
 
 9. NEW PROJECTS
 
 The Company is examining the economic and financial viability of
 setting up a new cement plant at the existing site.  The Company did
 not receive any favourable response from the Government of Rajasthan to
 the applications made for grant of mining lease, at other places in the
 state of Rajasthan for setting up a greenfield cement manufacturing
 plant.  The Company has applied for a Prospecting License (PL) for the
 limestone bearing mining area in the District of Murena of Madhya
 Pradesh and MoU has been signed with the Government of M.P. for setting
 up a cement manufacturing plant.  However, setting up of a plant will
 depend on the grant of Prospecting License and availability of
 limestone reserves proved after prospecting.
 
 10. FLY ASH
 
 The Company has made investment at Kota Super Thermal Power Station
 (KSTPS), Kota for dedicated facilities to source exclusive and long
 term supply of fly ash.
 
 11. ERP IMPLEMENTATION
 
 The Company is implementing Coromandel Infotechs ERP Solution inDice
 across various functions. inDice is a web based solution with Oracle
 10g and Java.
 
 12. IS/ISO 14001 : 2004 AND IS 18001 : 2007 CERTIFICATION
 
 Your Company is committed to provide a safe and healthy work
 environment to all its employees and contractors.  Safety awareness and
 behavioral safety training programmes and workshops are organized
 regularly to educate and encourage employees to take adequate
 precautions to avoid unsafe practices and minimize risks.  The Company
 has been granted IS/ISO 14001:2004 certification for Environmental
 Management System and IS 18001:2007 certification for Occupational
 Health and Safety Management System from the Bureau of Indian Standards
 (BIS) vide their letters dt.10th April, 2008.
 
 13. FINANCES
 
 The Company has paid Rs.19.69 Cr to the State Bank of India (SBI)
 towards the instalments of term loan availed by it for Captive Power
 Plant. SBI has further sanctioned a term loan of Rs.50 Cr for part
 financing of wind mills and the ongoing modernization of the existing
 units.  During the year Company has availed 14.57 Cr. Interest free
 deferred Sales Tax loan. The Company has availed its entire elegible
 entitlement of aforsaid loan by 31st March, 2008.
 
 14. INSURANCE
 
 Adequate insurance cover has been taken for the properties of the
 Company including buildings, plant and machinery and stocks.
 
 15. DIRECTORS
 
 As the Company was discharged from the purview of SICA, 1985, Smt.Aruna
 Makhan who was earlier appointed as Special Director by the Honble
 Board for Industrial and Financial Reconstruction (BIFR), on the Board
 of Directors of the Company, ceased to be a Director with effect from
 the date of order of BIFR i.e. 24th May, 2007.
 
 Your Directors place on record, their appreciation of her support and
 contribution to the Company during her tenure.  The current tenure of
 appointment of Shri K.C.Jain as Managing Director expires on 30th
 April, 2008 and your Directors have considered his.re-appointment for a
 further period of 3 years w.e.f. 1st May, 2008 on the terms and
 conditions set out in the Notice of Shareholders for the ensuing Annual
 General Meeting.
 
 In accordance with Article 99 of the Articles of Association of the
 Company, Shri K.K.Mudgil retires by rotation and being eligible, offers
 himself for re-election.  Resumes of Shri K.K.Mudgil and Shri K.C.Jain
 are given in the Notice of Annual General Meeting.
 
 16. AUDITORSREPORT
 
 Auditors Report to the Shareholders does not contain any
 qualification, reservation or adverse remark.
 
 17. STATUTORY AUDITORS
 
 M/s. Jain Pramod Jain & Co., Chartered Accountants, auditors of the
 Company will retire at the ensuing Annual General Meeting and are
 eligible for re-appointment and they have confirmed that their
 re-appointment, if made, shall be within the limits of Section 224 (1B)
 of the Companies Act, 1956. The Board recommends their re-appointment.
 
 18. COST AUDIT
 
 Pursuant to the directives of the Central Government under provisions
 of Section 233-B of the Companies Act, 1956, a Cost Auditor has been
 appointed to audit Cost Accounts of your Company for the year ended
 31st March, 2008.
 
 19. DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors declare that: (i) in preparation of Annual Accounts,
 applicable accounting standards have been followed and that no material
 departure has been made from the same;
 
 (ii) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company for Financial Year ended 31st March, 2008 and of the profit
 of the company for that year;
 
 (iii)they have taken proper and sufficient care for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 (iv) they have prepared the annual accounts on a going concern basis.
 
 20. PARTICULARS OF EMPLOYEES
 
 There is no employee during the year under review in respect of whom
 the particulars as required to be disclosed with reference to the
 Companies (Particulars of Employees) Rules, 1975 as amended.
 
 21. PARTICULARS OF ENERGY CONSERVATION ETC.
 
 Particulars as required to be disclosed as per Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 are set
 out in the statement attached hereto and form part of this Report.
 
 22. CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is enclosed as part of this
 Annual Report. Certificate from the Auditors of the Company regarding
 compliance with the Corporate Governance norms stipulated in Clause 49
 of the Listing Agreement is annexed to the Report on Corporate
 Governance.
 
 23. PUBLIC DEPOSITS
 
 The Company has neither invited nor accepted any deposits from the
 public within the meaning of Section 58(A) of the Companies Act, 1956
 during the year under review. As such no amount of principal or
 interest was outstanding on the date of the Balance Sheet.
 
 24. CASH FLOW ANALYSIS
 
 In conformity with the provisions of Clause 32 of the Listing
 Agreement(s), cash flow statement for the financial year ended 31st
 March, 2008 is annexed hereto.
 
 25. AWARDS AND RECOGNITION
 
 Our mines continued to be adjudged among the best mines in their
 respective regions by the Director General of Mines Safety in
 recognition of our efforts in pollution control safety, waste dump
 management, water harvesting, reclamation, rehabilitation of land etc.
 Your Company is the first organization to make e-payment to Commercial
 Taxes Deptt by using e-services launched by the Government of Rajasthan
 in February, 2008.
 
 26. ACKNOWLEDGEMENTS
 
 Your Directors place on record, their deep appreciation of the devoted
 services rendered by the employees of the Company who have contributed
 towards an excellent performance of the Company. Their grateful thanks
 are due to the State Government of Rajasthan, investors, Bankers and
 the District level authorities for their support extended to the
 Company from time to time. Shareholders appreciation of the
 Managements efforts expressed at the General Meetings of the Company
 are a great fillip to strive for better performance.
 
                                                       Yours faithfully
 
                                         O. P. Gupta     Chairman
 New Delhi                               K. K. Mudgil    Director
 The 26th day of April, 2008             K. C. Jain   Managing Director