We have the pleasure in presenting the 35th Annual Report of the
Company with audited statements of accounts for the year ended 31st
March, 2011. The summarised Financial Results are given below:
1. FINANCIAL RESULTS
(Rs. in Lacs)
Current Year ended Previous Year ended
31st March, 2011 31st March, 2010
Gross Sales 56470.66 68183.82
Less: Excise Duty 7313.63 6814.74
Net Sales 49157.03 61369.08
Operating Profit before Interest
and Financial Charges, Depreciation
and Tax 7107.79 21145.35
Less: Interest and Financial Charges 219.46 196.16
Gross Profit before Depreciation
and Tax 6888.33 20949.19
Less: Depreciation (net of
transfer from Revaluation Reserve) 2751.43 2535.96
Profit before Tax 4136.90 18413.23
Less: Provision for Tax:
(a) Income Tax /MAT for current
year (Net) 25.00 6700.20
(b) Income Tax for earlier years 455.76 -
(c) Deferred Tax Credit (168.00) (168.00)
Net Profit After Tax 3824.14 11881.03
Provision for Dividend for 2008-09
written back - 73.67
Corporate Dividend Tax provided
in 2008-09 written back - 12.52
Profit brought forward from
previous year 29555.00 20655.42
Profit available for appropriation 33379.14 32622.64
APPROPRIATIONS
(a) Transfer to general Reserve 400.00 1200.00
(b) Proposed Dividend on Equity Shares 1601.63 1601.63
(c) Corporate Dividend Tax 259.82 266.01
(d) Balance carried forward
to next year 31117.69 29555.00
TOTAL 33379.14 32622.64
2. DIVIDEND
We recommend a dividend of Rs.6.00 per equity share of Rs.10/- each for
the year ended 31st March, 2011. Total dividend outgo will be
Rs.1861.45 Lacs including corporate dividend tax.
3. DEFERRED TAX
In terms of the order dated 30th November, 2007 of the Honble High
Court of Rajasthan, deferred tax liability of Rs.1164.00 Lacs for the
year has been adjusted from the Securities Premium Account. Deferred
tax assets of Rs.168 lacs of the current year has been credited to the
Profit and Loss Account
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
All the six wind mills of 1.25 MW capacity each installed at Jaisalmer,
were commissioned in June, 2010 and with the commissioning of these
wind mills, total capacity of wind mill power is 13.65 MW. Necessary
steps have been taken to avail CDM benefit.
6. CAPTIVE THERMAL POWER PLANT (CPP)
The second Captive Thermal Power Plant of of 17.5 MW capacity was
commissioned in February, 2011. Now the combined capacity of both the
CPPs is 35 MW. As the Company has now surplus power, it will try to
sell the surplus power when profitable rate is available.
7. NEW PROJECTS AND CAPACITY EXPANSION
The Board on re-examination of the project for expansion of plant
capacity by 1.5 million MT p.a. at the existing site, considered it
prudent to defer the project for the time being. Instead, the company
has decided to move forward to set up a clinker grinding unit in the
District of Aligarh, U.P. with an installed capacity of upto 1.25
million M.T. p.a. and barring any unforeseen circumstances, the unit is
likely to be commissioned by the last Quarter of the financial year
2012-13.
The Company is also taking steps for upgradation of its existing plants
for increasing clinker production by 5 Lac MT p.a.
The total capital expenditure estimated for both the plants is Rs.300
Cr appx which will be met partly by internal cash accruals and partly
by loan from the Banks.
8. FINANCES
The Company continued to be debt free as on 31st March, 2011, as there
was no secured loan outstanding.
9. CREDIT RATINGS
Your Directors are pleased to inform that Credit Analysis & Research
Ltd (CARE) has renewed and assigned to the Company CARE AA- rating
for long term and medium term facilities. CARE AA rating is
considered to offer high safety for timely servicing of debit
obligations. Such facility carries very low credit risk. CARE assigns
+ or - signs to be shown after the assigned rating (wherever
necessary) to indicate the relative position within the band covered by
the rating symbol.
Further, CARE has re-affirmed PR1+ (PR One Plus) rating assigned to the
short term facilities. This is the highest rating for short term
facilities. PR1+ rating indicates strong capacity for timely payment of
short term debt obligations and carries lowest credit risk.
10. INSURANCE
Adequate insurance cover has been taken for the properties of the
Company including buildings, plant and machinery and stocks.
11. DIRECTORS
Shri T.S.Vishwanath has resigned from the Directorship of the Company
effective from 21st day of April, 2011.
The Board expressed its sincere appreciation and thanks for the
efficient and matured advices of Shri T.S.Vishwanath given to the Board
during the tenure of his office as Director of the Company.
Subject to necessary approval of the shareholders, the Board appointed
Shri A.V.Jalan and Smt.Vidula Jalan as Whole-time Directors (designated
as Executive Directors) of the Company w.e.f. 1st April, 2011.
Extra-ordinary General Meeting (EOGM) of the shareholders has been
convened on 29th April, 2011 at the Registered Office of the Company.
The current tenure of appointment of Shri K.C.Jain, Managing
Director, expires on 30th April, 2011 and your Directors have
considered his re-appointment for further period of 3 years w.e.f. 1st
May, 2011 on the terms and conditions set out in the Notice of the
Shareholders at their ensuing Annual General Meeting.
In accordance with Article 99 of the Articles of Association of the
Company Shri O.P.Gupta and Shri K.K.Mudgil, Directors of the Company,
retire by rotation at the forthcoming Annual General Meeting of the
members of Company and being eligible, offer themselves for
re-appointment.
12. MERGER OF MANGALAM TIMBER PRODUCTS LTD (MTPL)
The merger of Mangalam Timber Products Ltd (MTPL) with the Company
through the judicial process is in progress. The Honble High Court of
Rajasthan, Jaipur has directed convening of the meeting of unsecured
creditors and shareholders of the Company which is scheduled to be held
on Saturday, the 21st May, 2011 at the Registered office of the
Company. The merger on approval by the Honble High Court of Rajasthan,
Jaipur and Honble High Court of Orissa, Cuttack, will be effective
from 1st April, 2010.
13. AUDITORS REPORT
Auditors Report to the Shareholders does not contain any
qualification, reservation or adverse remark.
14. STATUTORY AUDITORS
M/s. Jain Pramod Jain & Co., Chartered Accountants, (Firm Registration
No. 016746N), 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.
15. 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, 2011.
16. 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, 2011 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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, 2011 is annexed hereto.
22. AWARDS
Your Directors are pleased to inform that the Company has received the
following awards during the year :
(a) During the First Mines Safety Week, 2010 of Hadoti Division,
Gwalior Region celebrated under the aegis of Directorate General of
Mines Safety, Govt of India, Dhanbad.
1. For Overall performance
1st prize.
2. Opencast working, places, plans and supervision
1st prize
3. Explosives (Storage, Transport and Use)
1st prize.
4. Transport roads and dust suppression
1st prize.
5. Welfare Amenities and Protective Equipment,
1st prize.
6. Publicity propaganda and House Keeping.
1st prize.
7. Electrical installation and Mines Lighting.
1st prize.
8. Heavy earth moving machinery and maintenance
2nd prize.
9. Vocational training
2nd prize.
10. In different trade tests
1st prize 29 and 2nd prize 3.
(b) During 21st Mines Environment and Mineral Conservation Week 2010-11
celebrated under the aegis of Indian Bureau of Mines, Ajmer.
1. For overall performance
1st and 2nd prize in cement Industry of Rajasthan.
2. Reclamation and Rehabilitation of land
1st prize.
3. For Environmental Protection and Mineral- Conservation
1st prize.
4. Afforestation and plantation
2nd prize.
5. Water pollution control
3rd prize.
6. Poster competition
3rd prize.
23. 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
K. K. Mudgil, Director
K.C. Jain, Managing Director
New Delhi
The 27th day of April, 2011
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