Your Directors present the 11th Annual Report and Audited Accounts of
the Company for the 15 months period ended 31st December 2005.
The plant operations continued to remain suspended this year also due
to higher cost of production and operation being commercially unviable
primarily on account of old technology of the plant. The company after
providing for interest and depreciation posted a net loss of Rs.
10,49,55,585 during the period under review.
In the background of cement prices & demand showing gradual trend of
improvement, the company engaged a reputed Indian cement consultant for
carrying out detailed evaluation of the viability of the operations.
The consultants were mandated to suggest technological measures to be
taken up for improving the long term viability of the plant operations.
The consultant timely completed the assignment and submitted their
report suggesting various technological upgradations to improve the
efficiencies and inputs. A captive coal based power plant of 18 MW
capacity and enhancement of cement capacity from the present 0.9 to 1.2
Million ton per annum has been envisaged. These measures would result
in substantial cost savings and cost competitiveness. The investment
required for undertaking the project would be of the order of about
Rs.325 crores. The management is exploring various workable options for
The liquidity position has further worsened. The company, in the
absence of resources is finding it increasingly difficult to maintain
even the essential services. The company has also not been able to make
any payment to the creditors including Financial Institutions, Banks
Shri Vinit Marwaha retire by rotation at the forthcoming Annual General
Meeting and being eligible offer himself for re-appointment. Shri O.N.
Rai ceased to be Manager of the Company w.e.f. 30.06.2005. However, he
continues to be a Director of the Company.
M/s Lodha & Co, Chartered Accountants, Auditors of the Company, retires
at the forthcoming Annual General Meeting (AGM) of the Company. The
said Auditors have expressed their unwillingness for re-appointment at
the said Annual General Meeting. The observations of the Auditors in
their Report on Accounts read with relevant notes, are self
The Board of Directors of the Company recommends appointment of M/s Om
Prakash S.Chaplot & Co..Chartered Accountants,Udaipur as Auditors of
the Company from the conclusion of the this Annual General Meeting till
the next Annual General Meeting.
PARTICULARS OF EMPLOYEES
During the year under review, there were no employees getting covered
under the provision of Section 217(2A) of the Companies Act 1956 read
with Companies (Particulars of Employees) Rules 1975.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act 1956, your
Directors state that:
In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures in the financial statement;
The accounting policies selected and applied are consistent and
judgements and estimates made are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company at the end
of the financial year and of the profit or loss of the Company for that
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
said Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
The annual accounts have been prepared on a going concern basis.
The Audit of the Cost Accounts of the Company relating to Cement for
the period ended 31st December 2005 is being conducted by the Cost
Auditor who will submit their report for the period ended 31st December
2005 as required.
CHANGE OF NAME AND REGISTERED OFFICE
As approved by the Shareholders, name of the Company was changed to
UDAIPUR CEMENT WORKS LIMITED with its Registered Office at 309 Samod
Tower, S.C. Road, Jaipur - 302001 .Rajasthan.
Pursuant to the revised Clause 49 of the Listing Agreement with the
Stock Exchanges, Management Discussion and Analysis Report, Corporate
Governance Report and Auditors Certificate regarding compliance of the
conditions of Corporate Governance are made a part of this Annual
CONSERVATION OF ENERGY, ETC.
Details as required under section 217 (1) (e) of the Companies Act 1956
read with Companies (Disclosures of Particulars in the Report of Board
of Directors) Rules 1988, are annexed.
The Directors wish to thank the Bankers, Financial Institutions,
Government Authorities , Shareholders, Debentureholders and the
Employees of the Company for their continued support despite liquidity
constraints faced by the Company.
On behalf of the Board of Directors
(R.K. GUPTA) (O.N. RAI)