Annual Report 2009

VINAY CEMENTS LIMITEDJamunanagar, Umrangshu, N. C. Hills, Asom

ASOMOR MATIASOMOR CEMENT

23rd Annual Report 2008-09


Vinay Cements Limited

CONTENTS

Page No.

Corporate Information

Directors' Profile

Notice of AGM

Directors' Report

Management Discussion & Analysis

Report on Corporate Governance

CEO/CFO Certification

Auditors' Report

Balance Sheet

Profit & Loss Account

Schedules to the Accounts

Balance Sheet Abstract & Company's General Business Profile

Cash Flow Statement

Consolidated Financial Statements

Statement pursuant to Section 212(1)(e) of the Companies Act, 1956

Statement pursuant to exemption received under Section 212(8) of Companies Act, 1956

Attendance Slip & Proxy Form for AGM

2

3

4

9

19

22

29

30

34

35

36

50

51

52

71

71



CORPORATE INFORMATION

BOARD OF DIRECTORS Shri Binod Kumar Bawri Chairman cum Shri Mahesh Kumar Srivastava Whole Time Director Shri Shridhar Issar Dr. Bidhu Bhushan Dutta

COMPANY SECRETARY Shri P. R. Sivasankar

REGISTERED OFFICE Jamunanagar, Umrangshu, District : NorthCachar Hills, Assam - 788 931Phone : 03670 291631

CORPORATE OFFICE “JINDAL TOWERS”21/1A/3, Darga Road, Block A,

rd3 Floor, Park Circus, Kolkata 700 017Phone : (033) 4022 2121/22Fax : (033) 2290 0096

BANKERS AXIS Bank LimitedDalhousie Square Branch,“Mukti Chambers”4, Clive Row,Kolkata 700 001

AUDITORS

SOLICITORS & LEGAL KHAITAN & CO.ADVISORS “Emerald House”,

1B Old Post Office Street,Kolkata 700 001

Millie Hazarika, Advocate,Guwahati High Court,Soniram Bora Lane,G. S. Road, Guwahati

PLANT Jamunanagar, Umrangshu, District : NorthCachar Hills, Assam - 788 931

REGISTRAR AND SHARE Maheshwari Datamatics Pvt. Ltd.ndTRANSFER AGENTS 6, Mangoe Lane, (2 Floor),

Kolkata 700 001.Phone : (033) 2243 5029/5809Fax : (033) 2248 4787E-mail : [email protected]

Managing Director

Deloitte Haskins & SellsChartered AccountantsBengal Intelligent Park,

stBuilding Alpha, 1 Floor,Plot No. A-2, M-2 & N-2,Block - EP & GP, Sector – V,Salt Lake Electronics Complex,Kolkata – 700 091

INTERNAL AUDITORS M/s. R. Kothari & Co.Chartered Accountants16A, Shakespeare Sarani,Kolkata – 700 071

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DIRECTORS' PROFILE

Shri Binod Kumar Bawri Chairman-cum-Managing Director, aged around 62 years, he is

the Chief Mentor and the co-promoter/ founder of the Company. He is a Graduate in Arts with Honours in Economics. Shri Bawri brings with himself rich business experience of more than 37 years, including more than 21 years of experience in the cement industry.

Shri Sridhar Issar Independent Director, aged around 75 years, he possesses over

fifty years of business experience in the North Eastern and Eastern India. By education, he is a Bachelor of Science in Agriculture. He has rich business and technical experience. He has expertise in the domain of industrial farming including tea, fruits & vegetables. He served with distinction on the Board of Governors of the Indian Tea Association for over 18 years from 1976 to 1994 and as the Chairman of the Tea Research Association, Terai Branch from 1968 to 1971.

Dr. Bidhu Bhushan Dutta Independent Director, aged around 72 years, is a renowned

educationist and social & political activist. By education, he is a Master of Arts (M.A.) in Economics and Ph.D. He has held various prestigious positions as a long-serving member of the Indian National Congress, one of the oldest political parties of India. But it was perhaps as a social activist and educationist, that he made a bigger mark. He has also been involved with state-level planning, administration and macro-economic forums. He was nominated to the Parliament (Rajya Sabha) from the Indian National Congress in 1993.

Shri Mahesh Kumar Srivastava Whole-time Director, aged around 52 years, is a Bachelor of

Commerce by education. He has a rich 26 years of experience in works and operations in various plants and factories across India and abroad. The major part of his experience has been in the cement industry. He has had experience in successfully managing cement plants of the size of upto 8500 tonnes per day. He is employed in the Company since June 2007.

3



Notice of Annual General Meeting

NOTICE is hereby given that the Twenty Third Annual General Meeting of the Members of VINAY CEMENTS thLIMITED shall be held on Tuesday, the 29 day of September, 2009, at the registered office of the Company at

Jamunanagar, Umrangshu, District North Cachar Hills – 788 931, Assam at 1.30 P.M. for transaction of the following businesses :-

ORDINARY BUSINESS

As Ordinary Resolutions

Item No. 1

stTo consider and adopt the Balance Sheet of the Company as at 31 March, 2009, the Profit & Loss Account and Cash Flow Statement for the year ended on that date alongwith the consolidated financial statements of the Company for the Financial Year 2008-09 together with the report thereon of the statutory auditors M/s. Deloitte

stHaskins & Sells and the Report of the Board of Directors of the Company for the year ended 31 March, 2009.

Item No. 2

To consider appointment of Shri Bidhu Bhushan Dutta, who retires by rotation and being eligible, offers himself for re-appointment, as a Director in the Company, whose period of office shall be liable to be determined by retirement of directors by rotation.

Item No. 3

To consider appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as the statutory auditors of the Company to hold office from the conclusion of this annual general meeting and until the conclusion of the next annual general meeting of the Company and to consider fixation of their remuneration at a maximum of Rs. 5,00,000/- (Rupees Five Lakhs Only) plus service tax as may be applicable and reimbursement of actual out of pocket expenses incurred.

SPECIAL BUSINESS

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :--

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311 & Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, and subject to all such approvals as may be required, the approval of the members be and is hereby accorded to the payment of managerial remuneration

stto Shri Binod Kumar Bawri, Chairman-cum-Managing Director of the Company, during the period from 1 stApril, 2008 to 31 March, 2009, as set out in the explanatory statement annexed hereto.

FURTHER RESOLVED THAT the approval of the shareholders be and is hereby accorded to the endorsement by the Board of Directors of the decision of Shri Binod Kumar Bawri, Chairman-cum-Managing

stDirector of the Company, to forego his managerial remuneration in the Company with effect from 1 April, st2009 till the remainder of his tenure of appointment i.e. till the 31 day of December, 2011.

FURTHER RESOLVED THAT the Board or any Committee thereof be and is hereby authorized to do and

perform all such acts, deeds, matters and things as may be considered desirable or expedient to give effect to this resolution.”

ndDate : 22 August, 2009Place : Kolkata

By Order of the Board of Directors ofVinay Cements Ltd.

P. R. Sivasankar Company Secretary

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Notes :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ON HIS BEHALF. A PROXY HOWEVER NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE START OF THIS MEETING. CORPORATE MEMBERS ARE REQUESTED TO SEND/BRING A DULY CERTIFIED COPY OF BOARD/GOVERNING BODY RESOLUTION UNDER SECTION 187 OF THE COMPANIES ACT, 1956, AUTHORISING THEIR REPRESENTATIVE TO ATTEND AND VOTE ON THEIR BEHALF.

2. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Special Businesses is annexed hereto.

3. Members are requested to bring their attendance slips alongwith copy of the Annual Report to the Annual General Meeting.

4. The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, rd th23 September, 2009 to Tuesday, 29 September, 2009 (both days inclusive) on account of the Annual

General Meeting of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 4

stThe Board of Directors of the Company, at their meeting held on 31 January, 2007, had appointed Shri Binod stKumar Bawri as the Managing Director of the Company for a period of five years with effect from 1 January, 2007

at the below-mentioned managerial remuneration which was duly approved by the shareholders of the Company ndvide an ordinary resolution passed by them at their Extra-Ordinary General Meeting held on 2 March, 2007 :-

i) Salary :

Rs. 1,00,000/- (Rupees One Lac only) per month.

ii) Perquisites and allowances :-

In addition to the salary payable, Shri Bawri shall also be entitled to the following perquisites.

In addition to the salary payable, Shri Bawri shall also be entitled to the following perquisites.

a) Either a free furnished accommodation or a house rent allowance up to 50% of salary or a hard-furnishing reimbursement of Rs. 5,00,000/- every five years and a soft-furnishing reimbursement of Rs. 75,000/- per annum in lieu of free furnished accommodation.

b) Full reimbursement of household utilities expenses for cooking fuel, electricity, water, house repair and upkeep, 3 domestic helps;

c) Full reimbursement of housing society charges and house / property tax;

d) Full reimbursement of medical expenses for self, spouse, dependent parents and dependent children;

e) Personal accident insurance for self;

f) Leave travel concession for himself and family as per company's rules,

g) Membership of two club for self;

h) Such other perquisites and allowances in accordance with the Rules of the Company or as may be agreed to by the Board of Directors and Shri Bawri.

Such perquisites and allowances shall be subject to a maximum of 100% of his annual salary. In case the amount claimed under perquisites is less than 100% of the total salary in any particular year, the difference between 100% of the annual salary and the amount claimed towards perquisites shall be paid to Shri Bawri.

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Perquisites shall be evaluated as per Income Tax Rules, wherever applicable, and in the absence of any such rules, they shall be evaluated at actual cost.

Provision for use of the Company's car for official duties and telephones at residence shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling.

Company's contribution to Provident Fund and Superannuation Fund or Annuity Fund to the extent these either singly or together is not taxable under the Income Tax Act, Gratuity payable as per the rules of the Company and encashment of leave at the end of the tenure shall not be included in the computation of limits for the remuneration or perquisites aforesaid.

The aggregate of salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed or to be prescribed from time to time under sections 198, 269, 309, 310, 311 and other applicable provisions of the Companies Act, 1956, read with Schedule XIII to the said Act as may for the time being be in force.

In the event of absence or inadequacy of profits during the period, Shri Bawri shall be paid the above remuneration as minimum remuneration subject to the limits and conditions prescribed under Section II, Part II of Schedule XIII to the Companies Act, 1956.

stThus, the total monthly remuneration drawn by Shri Bawri during the financial year ended 31 March, 2009 stamounted to Rs. 2 lacs. During the financial year ended 31 March, 2009, due to the unexpected turn of events, the

Company incurred a net loss of Rs. 277.67 lacs. Schedule XIII requires that in the event of loss or inadequate profits, the Company may pay a maximum managerial remuneration of upto Rs. 3 lacs per month per managerial person (based on the effective capital of the Company as on the last date preceding the financial year in which the

stappointment of Shri Bawri was made i.e. effective capital of the Company as on 31 March, 2006 which works out to approx. Rs. 27.53 crores) provided the payment is authorized by a special resolution passed at the general meeting of the Company for payment of remuneration for a period not exceeding three years.

stFurther, Shri Bawri had decided to forego his managerial remuneration in the Company with effect from 1 April, 2009 in view of the falling operating margins of the Company and also in view of his appointment as Executive

stChairman in Calcom Cement India Limited with effect from 1 April, 2009 at a managerial remuneration of Rs. 18 lacs per annum and the said decision of Shri Bawri had been endorsed by the Board of Directors of the Company at

sttheir meeting held on 31 January, 2009. Consequently, Shri Bawri shall not be entitled to any managerial stremuneration from the Company with effect from 1 day of April, 2009 till the remainder of his tenure of

stappointment i.e. till the 31 day of December, 2011.

In view of the above, your approval is sought by means of a special resolution in terms of Schedule XIII read with Section 269 of the Companies Act, 1956 for the ratification of the payment of managerial remuneration of Rs. 24

stlacs to Shri Bawri during the financial year ended 31 March, 2009 and also to the endorsement by the Board of stDirectors of the decision of Shri Bawri to forego his managerial remuneration in the Company with effect from 1

stApril, 2009 till the remainder of his tenure of appointment i.e. till the 31 day of December, 2011.

Shri Bawri shall however continue to render his services as Managing Director of the Company till his term expires ston 31 December, 2011.

Your Directors recommend this resolution for your approval. No other Director or Officer of the Company is concerned or interested in this resolution except Shri Bawri.

The above may be regarded as an abstract of the revision in the terms of appointment of Shri Bawri and memorandum of concern or interest as required under Section 302 of the Companies Act, 1956.

Statement of Information pursuant to Schedule XIII to Companies Act, 1956

I. General information :

(1) Nature of Industry – Cement Manufacturing.th(2) Date or expected date of commencement of commercial production – 15 March, 1990.

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(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.

st(4) Financial performance based on given indicators – During the financial year ended 31 March, 2009, the Company achieved a sales turnover of Rs. 4056.16 lacs and posted a net loss of Rs. 277.67 lacs.

(5) Export performance and net foreign exchange collaborations – NIL.

(6) Foreign investments or collaborators, if any – Total NRI investment in the Company amounts to 10.32% of the paid-up capital of the Company including an investment of 10.26% of the paid-up capital by a non-resident Indian promoter.

II. Information about the appointee :

(1) Background details - Shri Bawri, aged 62 years, is a Graduate in Arts with Honours in Economics. He brings with himself rich business experience of more than 37 years, including more than 21 years of experience in the cement industry.

(2) Past Remuneration – He was drawing a remuneration of Rs. 25.44 lacs p.a. (including Company's st stcontribution to Provident Fund) with effect from 1 January, 2007 till 31 March, 2009 in the capacity of

Managing Director of the Company. He is drawing a remuneration of Rs. 18 lacs p.a. (plus Company's contribution to Provident Fund) in the capacity of Executive Chairman of Calcom Cement India Limited

stwith effect from 1 April, 2009.

(3) Recognition or awards – Under his stewardship, the Company received the award for being the Top Indian SMB (Small & Medium Business) in Cement Sector for 2007 conferred by Industry 2.0, India's premier Industry Guide.

(4) Job profile and his suitability - General control, management and superintendence of the business of the Company. Shri Bawri with his rich and varied experience is perfectly suited for the job.

(5) Remuneration proposed – As mentioned in the explanatory statement above.

(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person –

Company & Position

of the Managerial

Person

Approx.

Capacity

(MTPA)

Approx Yearly

Remuneration

(Rs.)

No. of Yrs of

experience of

the managerial

person

MD, MangalamCement Ltd.

MD, SanghiIndustries Ltd.

1.5million

2.5million

18 lacs

185 lacs

40

32

WTD, BinaniCement Ltd.

2.25million

30 lacs 38

ManagingDirector, VinayCements Ltd.

2,40,000 24 lacs 37

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(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any – He is one of the promoters of the Company and holds 11,62,720 equity shares in the Company amounting to 6.15% of the paid-up equity capital of the Company.

III.Other information :

(1) Reasons of loss or inadequate profits – Unexpected global meltdown resulting in a depressed domestic economy resulting into poor demand, loss of production due to disturbance in the region, higher cost of production due to rise in input costs like coal & other fuels, transportation & power, lower excise refunds due to change in excise laws, etc.

(2) Steps taken or proposed to be taken for improvement – Cost control measures particularly to reduce the cost of transportation, improvement in productivity by using higher quality coal and high grade limestone, targeting achievement of full capacity in production throughout the year, improving efficiency in production through better maintenance measures, etc.

(3) Expected increase in productivity and profits in measurable terms – A sales turnover of Rs. 6282.59 lacs and a profit after tax of Rs. 435.91 lacs is projected for the FY 2009-10.


By Order of the Board of Directors ofVinay Cements Ltd.

P. R. Sivasankar Company Secretary

Additional Information pursuant to Clause 49 of the Listing Agreement with

Stock Exchanges on the Directors recommended by the Board for appointment /

re-appointment at the AGM

Name of

the

Director

Education/Experience &

Expertise in Specific

Functional Areas

Other

Directorships

Other Board

Committee

Memberships

No. Of

Shares held

in the

Company

Dr. Bidhu Bhushan Dutta (DOB :

st1 July, 1937)

Dr. Dutta, is a renowned educationist and social & political activist. By education, he is a Master of Arts (M.A.) in Economics and Ph.D. He has held various prestigious positions as a long-serving member of the Indian National Congress, one of the oldest political parties of India. But it was perhaps as a social activist and educationist, that he made a bigger mark. He has also been involved with state-level planning, administration and macro-economic forums. He was nominated to the Parliament (Rajya Sabha) from the Indian National Congress in 1993.

Nil Member of Audit Committee and Remuneration Committee of the Board of Directors of the Company.

NIL

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REPORT OF THE BOARD OF DIRECTORSst

For the year ended 31 March, 2009

Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts of stthe Company for the financial year ended 31 March, 2009.

Financial Results

During the financial year under review, the total sales posted by the Company on a standalone basis was Rs. 4056.16 lacs as compared to Rs. 4069.84 lacs in the previous year. During the financial year under review, the Company posted a net loss of Rs. 277.67 lacs as compared to a net profit of Rs. 294.20 lacs in the previous year. The summarized standalone financial results are as follows :

(Rs. in Lacs)

(Rs. in Lacs)

Particulars

Particulars

Year Ended

31.03.2009

Year Ended

31.03.2009

Year Ended31.03.2008

Year Ended31.03.2008

Sales 4056.16 4,069.84

Other Income 479.54 645.07

Profit before Interest, Depreciation and Tax 428.49 699.72

Interest and Other Financial Charges 142.98 128.02

Depreciation and Amortization 236.84 232.71

Profit before Tax 48.66 338.99

Provision for Taxation - Current Tax 8.45 44.79

Provision for Taxation - Deferred Tax 317.89 -

Profit (Loss) after Tax (277.67) 294.20

Balance brought forward from previous year 2687.25 2393.06

Balance Carried to Balance Sheet 2409.58 2687.25

The Board does not propose any amounts to be carried to any reserves in the balance sheet.

On a consolidated basis, during the financial year under review, the total sales were Rs. 6365.56 lacs as compared to Rs. 6261.15 lacs in the previous year. The consolidated net loss during the year under review was Rs. 567.97 lacs as compared to a consolidated net profit of Rs. 692.45 lacs in the previous year. The summarized consolidated financial results are as follows :

Sales 6365.56 6,261.15

Other Income 770.25 167.39

Profit before Interest, Depreciation and Tax 921.92 1429.30

Interest and Other Financial Charges 423.25 295.93

Depreciation and Amortization 343.35 308.99

Profit before Tax 155.32 824.38

Provision for Taxation – Current Tax 23.49 131.86

Provision for Taxation – Deferred Tax 543.11 -

Profit (Loss) after Tax before Share of Results (411.29) 692.51

Share of Net Loss of Associates (156.69) -

Profit (Loss) after Tax before Minority Interests (567.97) (692.51)

Minority Interest - 0.07

Net Profit (567.97) (692.45)

Balance brought forward from previous year 3085.51 2393.06

Balance Carried to Balance Sheet 2517.53 3085.51

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Performance & Operations Review

The performance of the Company on the consolidated basis, during the year, was affected mainly on account of several factors like unexpected global meltdown resulting in a depressed domestic economy resulting into poor demand, loss of production due to disturbance in the region, higher cost of production due to rise in input costs like coal & other fuels, transportation & power, lower excise refunds due to change in excise laws, etc. During the financial year under review, RCL Cements Limited, one of the subsidiary companies, also exhausted the benefit of VAT remisssion which alone contributed Rs. 164 lacs to the consolidated profit in the previous year. In accordance with AS-23, the current year results also include the share of loss sustained by the associate company Calcom Cement India Limited (in which the Company, alongwith its subsidiaries, holds a 47.06% equity stake) due to change in the accounting treatment of the preoperative and other expenses following withdrawal of the Guidance Note on Treatment of Expenditure During Construction Period by the Institute of Chartered Accountants of India in August, 2008.

Dividend

In order to conserve the cash resources and to cater to the future investment plans of the Company, no dividend is being recommended on equity shares for the financial year 2008-09.

Future Outlook of the Industry

During the financial year 2008-09, cement industry sales grew to 180.95 million tonnes (mt) from 167.68 mt in 2007-08, representing an increase of 7.91%. Overall industry production in FY '09 was 181.35 mt, up 7.75% from 168.31 mt in FY '08. The annual GDP growth rate of India in FY '09 was 6.7% against 9% in FY '08 whereas the manufacturing sector grew at 2.4% in FY '09 against 8.2% in FY '08. Thus, the growth rate of the cement sector in FY '09 is commendable considering the global meltdown resulting in a depressed domestic economy and the overall growth rate of the manufacturing sector.

The growth has come from both small and large players and the industry has added 20.01 mt of new capacity in FY '09, whereby the total installed capacity of the Indian cement industry has increased to 212 mt. The industry is expected to add another 40-45 mt of capacity this fiscal year (2009-10), a 21 per cent increase over the current installed capacity of 212 mt. However, most of the new capacities have been announced in the Northern, Southern and Western parts of the country and as a result, the Eastern Region should continue to remain deficit in cement in the immediate future.

Demand for cement in India is expected to grow at a rate of 10% annually in the medium term buoyed by housing, infrastructure and corporate capital expenditures.

The FY 2008-09 was a difficult year for the industry mainly due to the generally depressed economy. The capacity utilization of the industry was lower and the prices were also subdued. However, the dispatches have markedly picked up and there has been a continuous rise in cement prices from February, 2009 by up to Rs 15-20 per 50 kg bag. In fact, in March 2009, the industry recorded the highest-ever production of 18.10 million tonnes (reaching a capacity utilization level of 103%) against 16.39 million tonnes in the same month last year. The Union Budget 2009-10 has increased the allocation for infrastructure development of the country by 23%. The condition of the real estate sector has also started to improve and many construction projects which had been stalled midway are again beginning to take off due to greater and easier lending by banks to the sector and also the softening of the interest rates leading to some increase in demand for real estate. As a result, the demand for cement is expected to pick up in the coming few months.

The Indian cement industry is the second largest market after China. The Indian cement industry is also the second largest producer of quality cement, which meets global standards. The cement industry comprises 130 large cement plants and more than 300 mini cement plants. Although consolidation has taken place in the Indian cement industry with the top five players controlling almost 50% of the capacity, the balance capacity still remains pretty fragmented.

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Despite the fact that the Indian cement industry has clocked production of more than 100 mt during each of the last six financial years, registering an average growth of nearly 9%, the per capita consumption of around 150 kgs compares poorly with the world average of over 260 kgs and more than 450 kgs in China. This underlines the tremendous scope for growth in the Indian cement industry in the long term.

Cement, being a bulk commodity, is a freight intensive industry and transporting cement over long distances can prove to be uneconomical. This has resulted in cement being largely a regional play with the industry divided into five main regions viz. north, south, west, east and the central region.

Considering the pace at which infrastructural activity is taking place in different regions, the players have lined up expansion plans accordingly. Given the high potential for growth, quite a few foreign transnationals have been eyeing the Indian markets and acquiring Indian companies.

Housing sector acts as the principal growth driver for cement. The importance of the housing sector in cement demand can be gauged from the fact that it consumes almost 60% - 70% of the country's cement. However, in recent times, industrial and infrastructure sector have also emerged as demand drivers for cement.

The demand in the North-East, where the plant of your Company is located, has exceeded the national average fuelled by large scale construction of infrastructure projects announced in the recent past. The Central Government has already announced the desire to tap the hydel power potential of this region pegged at over 50,000 MW. A few of these projects are already under construction and will add large demand for cement in the region. The total demand of north-east is currently pegged at over 5 million tonnes out of which about 60% is currently imported into the region from other places at a significant cost disadvantage. There are also opportunities available for exporting cement to neighbouring states and countries.

The primary competition in the region continues to come from national players who supply their cement from far away region. High costs of transportation create significant cost disadvantages to these players while serving this market. In the more recent past, this region has been witnessing a lot of interest from cement players to add capacity locally. We welcome this interest as a reaffirmation of our conviction of the potential in this region.

The Central Government has announced the new North-East Industrial and Investment Promotion Policy (NEIIPP), st2007, effective 1 April, 2007. The new policy has retained all existing benefits of excise, income tax, interest,

transport subsidy etc. In a significant move the quantum of the central capital investment subsidy has been raised to 30% of the cost of the plant and machinery, which is very substantial and would be able to attract large investments in the region. The new policy renews the faith of focus approach of the centre on development of the North-East.

Both the Central Government and the Government of Assam are committed to the industrial development of North-east India. Your Company has always received full co-operation from both the Central & State Governments in matters relating to receipt of Government, statutory & regulatory approvals and grant of strategic facilities like land, mining lease, etc.

Internal Control System

It is the internal control system, which acts as the nervous system of the organization. The management has introduced and fully operationalized an Enterprise Resource Planning (ERP) Systems supported by SAP. The new system ensures online availability and reliability of the information leading to better decision making in the organization.

Subsidiaries

During the year under review, Calcom Cement India Limited ceased to be a subsidiary of the Company (with effect thfrom 17 September, 2008) and Vinay Concrete & Aggregates Limited became a subsidiary of the Company (with

th steffect from 27 January, 2009). As at the close of the financial year ended 31 March, 2009, RCL Cements Limited (RCL), SCL Cements Limited (SCL) and Vinay Concrete & Aggregates Limited (VCAL) were subsidiaries of the Company.

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RCL is also engaged in the business of manufacture and sale of cement and during the year under review, RCL achieved a turnover of Rs. 2382.64 lacs and incurred a net loss of Rs. 121.17 lacs.

thOn 30 March, 2009, the cement grinding unit of SCL located at Jamunanagar, Umrangshu, District North Cachar Hills, Assam, having a capacity of 99,000 metric tones per annum was successfully commissioned and commercial production/ operations were commenced.

Vinay Concrete & Aggregates Limited is a recently incorporated company in the group and is proposed to be engaged in the business of ready mix concrete and aggregates.

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries, duly audited, is attached to and forms part of the Annual Report. A statement of the Company's interest in its subsidiaries as required under Section 212(1)(e) of the Companies Act, 1956, is attached to

stthe Balance Sheet of the Company as at 31 March, 2009.

The Company has been granted exemption under Section 212(8) of the Companies Act, 1956, for the year ended st th31 March, 2009 by the Ministry of Corporate Affairs vide its letter dated 8 June, 2009 from attaching to its Annual

Report, the individual Annual Reports of its subsidiaries. As per the terms of the said exemption letter, a statement stcontaining brief financial details of the subsidiaries for the financial year ended 31 March, 2009 is included in the

Annual Report. The annual accounts of all the subsidiaries and the related detailed information shall be made available to the investors of the Company/ its subsidiaries seeking such information at any point of time. The annual reports of the subsidiaries shall also be kept for inspection by any investor at the registered office, corporate office and Guwahati Branch office of the Company. The annual reports of the subsidiaries shall also be kept for inspection by any investor at the respective registered offices & corporate offices of the subsidiaries.

Investment Agreement with DEG & FMO

thThe Company has entered into an Investment Agreement dated 25 March, 2008 with Calcom Cement India Limited (CCIL), a company in the same group, other promoters of CCIL, Deutsche Investitions- und Entwicklungsgesellschaft mbH (DEG), a development finance institution based in Germany and Nederlandse Financierings- Maatschappij voor Ontwikkelingslanden N.V. (FMO), a development finance institution based in the Netherlands in connection with a Foreign Direct Investment (FDI) of approximately Rs. 70 crores by DEG & FMO for financing the project of CCIL.

CCIL is implementing a cement manufacturing project in Assam consisting of a 0.75 million metric tones per annum (MTPA) clinker manufacturing facility at Umrangshu, Dist. North Cachar Hills and a 1.40 million MTPA cement grinding unit at Lanka, Village Pipol Pukhuri, Dist. Nagaon at an aggregate project cost of Rs. 421.40 crores. CCIL has achieved financial closure. Major plant & machinery have already started to arrive at the sites. CCIL expects to start commercial production of the grinding unit by November, 2009 and the clinker unit by June, 2010.

Change in Capital Structure

There was no change in the capital structure of the Company during the year under review.

Directors

thDuring the year under review, Shri Ritesh Bawri resigned (with effect from 29 August, 2008) from the Board of Directors of the Company. Shri Mahesh Kumar Srivastava was appointed as a Whole-time Director of the Company

thwith effect from 29 August, 2008.

Dr. Bidhu Bhushan Dutta retires by rotation and being eligible, offers himself for re-appointment.

12



Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment under the Companies Act, 1956. In view of the above and based on the recommendation of the Audit Committee, your Directors propose M/s. Deloitte Haskins & Sells, Chartered Accountants, for re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received a certificate from M/s. Deloitte Haskins & Sells to the effect that their appointment, if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

Fixed Deposits

Your Company has not invited or accepted any fixed deposits from the public during the year under review. No amount on account of principal or interest on fixed deposits was outstanding as at the close of the financial year.

Information/Explanation for Reservations in the Auditors' Report

1. With respect to Para 4(a)(i) read with Para 4(e)(i) & Para 4(a)(iii) read with Para 4(e)(iii) of the Auditors' Report and Para (viii)(c) of the Annexure to the Auditors' Report, we state that the management is reasonably certain about the adequacy of the provisions and charges made for income-tax, sales tax and deferred tax and also about the adequacy of the contingent liabilities provided for. However, as conclusive documentary authentication relating to the old assessment years could not be made available to the auditors at the time of audit of the financial statements, so as to sufficiently satisfy them of the same, the said reservation appears in their report. However, the information on the matters reported by the auditors has been updated in the balance sheet based on the audited accounts of the company for the previous year.

2. With respect to Para 4(a)(ii) read with Para 4(e)(ii) of the Auditors' Report, we state that the Capital Reserves amounting to Rs. 51,92,605/- forming part of the Capital Reserves of Rs. 7,51,92,605/- appearing in Schedule 2 to the financial statements represents the amounts of Central Investment Subsidy received by the Company from the Government from time to time in the past. Due to a lack of documentary corroboration of the same because of the subsidies having been received in the distant past, the auditors have expressed their reservations on the said matter. However, the treatment has been carried forward based on the audited balance sheet of the previous years.

3. With respect to Para 4(a)(iv) read with Para 4(e)(iv) of the Auditors' Report, we state that the auditors have not accepted the method of classification adopted by the company though the company has sufficient knowledge, information and records on the debtors' ageing so as to facilitate the classification of debtors (between outstanding for over six months and others) as made in Schedule 7 to the financial statements. In the opinion of the management, all debtors are good for recovery.

4. With respect to Para (ii)(b) of the Annexure to the Auditors' Report, we state that the Company is making efforts to improve and strengthen its internal control systems. In future, the Company shall ensure that in particular, the procedures for verification of finished goods at depots are strengthened and improved.

5. With respect to Para (iii)(b)&(c) of the Annexure to the Auditors' Report, we state that the said short-term loan has been given by the Company only to its wholly-owned subsidiary SCL Cements Limited to finance the unforeseen cost-overrun in the project of the subsidiary and which would be returned by the subsidiary on the realization of Capital Investment Subsidy from the Government. As the said interest-free loan has been given by the Company to its wholly-owned subsidiary, the Board is of the view that the same is not prejudicial to the interests of the Company.

6. With respect to Para (iii)(f)&(g) of the Annexure to the Auditors' Report, we state that though the sum taken by the Company from its wholly-owned subsidiary RCL Cements Limited (RCL) may appear to be an advance in the nature of loan, the said sum has been received by the Company as a commercial advance in connection with an arrangement entered into by the Company for supply of clinker to RCL on a long-term basis. In any event, as the Company is not being charged any interest on the advances by RCL, the arrangement is certainly not prejudicial to the interests of the Company.

13



7. With respect to Para (iv) of the Annexure to the Auditors' Report, we state that the Company is making efforts to improve and strengthen its internal control systems which are sometimes affected due to accessibility of the information and quality of the manpower available in the region in which the Company operates. The management has also introduced and fully operationalized an Enterprise Resource Planning (ERP) Systems supported by SAP. The new system ensures online availability and reliability of information.

Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956

Your Directors hereby confirm that :--

sti. in the preparation of the Annual Accounts for the year ended 31 March, 2009, the applicable accounting standards have been followed.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates stthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31

March, 2009.

iii.they have taken proper and sufficient care for the 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.

Particulars of Employees

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in a separate annexure attached hereto and forms part of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in a separate annexure attached hereto and forms part of this report.

Credit Rating

ICRA Limited has assigned an LBB+ (pronounced as L double B plus) rating to the Rs. 12 crores working capital facility being availed by the Company.

Quality Initiatives, Environment, Occupational Health & Safety

The Company is committed to the highest standards of quality for its products, processes and systems. The Company is also committed to the highest standards of Environment Management and Occupational Health & Safety Management.

The Company manufactures cement under the standards (IS No. IS 8112:1989) as prescribed by the Bureau of Indian Standards.

Human Resources

The Company strives to be recognized for its good human resource practices. The Company's HR policies and processes are being aligned with an aim to effectively drive its business and seize emerging opportunities. This is planned to be achieved by creating a compelling work environment, empowering employees at all levels, investing in learning & development programs and maintaining well-structured reward & recognition mechanisms.

14



Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

A certificate from DS & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Management Discussion & Analysis Report

A Management Discussion & Analysis Report, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Listing

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Ltd. (DSE). During the financial year under review, the equity shares of the Company were delisted from The Calcutta Stock Exchange Association Ltd. (CSE), The Madras Stock Exchange Limited (MSE), Gauhati Stock Exchange Limited (GSE), and Ahmedabad Stock Exchange Ltd. (ASE) pursuant to a special resolution passed by the

stshareholders of the Company at their Annual General Meeting held on 31 August, 2006. The Company has also applied to DSE for delisting of its equity shares from the said exchange pursuant to the aforesaid special resolution

stdated 31 August, 2006, and the approval of the stock exchange for the said delisting is awaited.

thThe Board of Directors, at their meeting held on 25 March, 2008, have, pursuant to the Investment Agreement thdated 25 March, 2008 and subject to the lenders' and shareholders' approvals, resolved the voluntary delisting of

equity shares of the Company from all stock exchanges including the BSE. The shareholders of the Company have, thvide a special resolution passed by them at their extra-ordinary general meeting held on 19 December, 2008,

approved the said delisting. The company, along with the acquirers, is taking steps to operationalize the resolution passed by the shareholders in this regard.

Corporate Social Responsibility

The Company is committed to charity and its social responsibilities. During the year under review, your Company contributed Rs. 4.34 lacs (approx.) towards charity and donations.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation and gratitude for the assistance, co-operation and contributions rendered by the lenders, shareholders, government & regulatory authorities, vendors, business associates, employees, customers, dealers, the community and other persons who are closely associated with the Company.

For and on behalf of the Board of Directors

Binod Kumar Bawri Mahesh Kumar Srivastava Chairman-cum-Managing Director Whole-time Director


15



Annexure to the Report of the Board of Directors IMFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE REPORT OF THE BOARD OF

STDIRECTORS FOR THE YEAR ENDED 31 MARCH, 2009

A. CONSERVATION OF ENERGY

1. Energy Conservation Measures Taken / Implemented during the Financial Year 2008-09 :-

SL.

No.

Area/

Section

Proposal details Approximate

Investment

incurred/

proposed

(Rs. Lacs)

Expected

benefits

Reduction

in sp. Power

consumption

(Approx.

Kwh/ton

of cement)

Estimated

Reductior

in Cost of

production

(Approx.

Rs. Lacs/

annuam)

1 Crusher Periodical Replacement hammers and Bucket Elevator chain of limestone crusher to maintain TPH and reduce sp. Power consumption.

2.50 To increaseproduction and toreduce downtime.

0.50 2.50

2 RawMill

Installation of Higher capacity gear box to reduce down time and increase of loading to maintain TPH and specific power consumption.

10.00 To increaseproduction and to reduce downtime.

2.00 10.00

3 RawMill

Maintain inventory and periodical recharging ofgrainding media to maintain TPH and reduce specific power consumption.

4.00 To avoid downtime due to frequent failure of worn out old hyper steel plates.

1.00 5.00

4 CementMill

Maintain inventory and periodical recharging of grinding media to maintain TPH and reduce specific power consumption.

4.50 To achieve higher production andbetter productivity.

1.00 5.00

5 CementMill

Periodic replacement of pre grinder hammers to maintain TPH and reduce specific power consumption.

2.50 To achieve higher production andbetter productivity.

0.75 3.75

B) Additional Investment & Proposals under consideration/ being implemented/ to be implemented

SL.

No.

Area/

Section

Proposal details Present Status Expected benefits

1 Kiln Stand by Kiln drive DC variable panel to reduce down time during major breakdown of old and aged DC drive panel.

Approval is inprocess

To increase Kiln running hourand to get higher production.

2 CementMill

Spare 350 KW motor can be used for replacing to other drive motor when ever required during maintenance.

Approval is inProcess

To minimize the downtime, during periodic maintenances of equivalent motors.

Power & Fuel Consumption

Electricity

a) Purchased Units (Kwh) Total Amount (Rs. In lacs) Rate/Unit (Rs.)b) Own generation [Through DG sets (KWH)] Unit per litre of diesel oil Cost/Unit

Coal

Quantity (Tonnes)Total Cost (Rs. In Lacs)Average rate per tonne (Rs.)

Current Year 2008-09 Previous Year 2007-08

3. TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM A

21294144801.95

3.77

2444703.699.20

28656974

3400

15519763627.20

4.04

2317253.658.80

25307468

1849.29

16



Consumption per unit of production

Standard Current Previous

Year Year

Electricity Per tonne of Cement 55 Kwh 43.60 Kwh 54.04 Kwh Per tonne of Clinker 85 Kwh 130.00 Kwh 115.08 Kwh

Coal Per tonne of Clinker 0.24 tonne 0.2450 tonne 0.2710 tonne

Notes : 1.

2.

Coal is used in kiln in the burning process of raw mix for conversion into clinker. Coal with a maximum ash content of 18% - 24% is used such that the stoppage time of kiln is minimized.

The consumption of power per tonne of cement is lower than standards and the previous year's figure on account of effective utilization of cement mill. The consumption of power per tonne of clinker is higher than standards and the previous year's figure on account of higher number of interruptions in the power supply. The consumption of coal per tonne of clinker is lower than the previous year's figure on account of use of better quality of coal.

B. TECHNOLOGY ABSORPTION

Research and Development (R & D) : The expenditure incurred on R&D was NIL.

Technology absorption, adaptation and innovation

(a) Efforts, in brief, made towards technology absorption, adaptation and innovation : Continuous endeavour to improve product quality and process yields.

(b) Benefits derived as a results of above efforts : Lower project cost for expansion and value addition.

(c) Information regarding technology imported during the last 5 years : Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans – As the current output is consumed in the domestic market itself, exports are not being viewed as a useful option at present.

b) Total Foreign Exchange earned during the year 2008-09 – NIL (Previous Year 2007-08 – NIL).

c) Total Foreign Exchange used during the year 2008-09 – NIL (Previous Year 2007-08 – NIL).




17



Annexure to the Report of the Board of Directors

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of the Report of the Board of Directors for the year ended

st31 March, 2009

Name : Binod Kumar Bawri

Designation : Chairman cum Managing Director

Remuneration Received : Rs. 25,44,000/-

Nature of Employment : Contractual. Tenure of appointment is 5 years but may bedetermined earlier by either party by giving three months’ prior notice to the other.

Other Terms & Conditions : As per the Agreement with the Company, resolution passed by shareholders and rules of the Company.

Nature of Duties : General control, management and superintendence of the business of the company.

Qualification & Experience : B. A. (Hons. In Economics) / 37 years experience.

Date of Commencement of : 1st January, 2007Employment

Age : 62

Last Employment Held : N.A.

Relationship with other Directors : Father of Shri Ritesh Bawri. However Shri Ritesh Bawrihas resigned from the Board w.e.f. 29th August, 2008.

However, Shri Bawri has decided stto forego his managerial remuneration with effect from 1

April, 2009 till the remainder of his tenure of appointment sti.e. till 31 December, 2011.

Note : Remuneration includes basic salary, perquisites and allowances and the Company's contribution to Provident Fund.




18



MANAGEMENT DISCUSSION AND ANALYSIS

Industry Overview and Developments

The Indian cement industry is the second largest market after China. The Indian cement industry is also the second largest producer of quality cement, which meets global standards. The cement industry comprises 130 large cement plants and more than 300 mini cement plants. Although consolidation has taken place in the Indian cement industry with the top five players controlling almost 50% of the capacity, the balance capacity still remains pretty fragmented.

Cement, being a bulk commodity, is a freight intensive industry and transporting cement over long distances becomes very uneconomical. This has resulted in cement being largely a regional play with the industry divided into five main regions viz. north, south, west, east and the central region.

Housing sector acts as the principal growth driver for cement. The importance of the housing sector in cement demand can be gauged from the fact that it consumes almost 60% - 70% of the country's cement. However, in recent times, industrial and infrastructure sector have also emerged as demand drivers for cement.

The FY 2008-09 was a difficult year for the industry mainly due to the generally depressed economy. The capacity utilization of the industry was lower and the prices were also subdued. The first half of the Financial Year 2008-09 was characterized by rising energy and commodity prices resulting into higher input costs (like coal and power) for the cement industry whereas the second half of FY '09 was impacted by the global financial turmoil resulting in a depressed domestic economy.

However, the dispatches have markedly picked up in the last few months and there has been a continuous rise in cement prices from February, 2009 by up to Rs 15-20 per 50 kg bag. In fact, in March 2009, the industry recorded the highest-ever production of 18.10 million tonnes (reaching a capacity utilization level of 103%) against 16.39 million tonnes in the same month last year. The Union Budget 2009-10 has increased the allocation for infrastructure development of the country by 23%. The condition of the real estate sector has also started to improve and many construction projects which had been stalled midway are again beginning to take off due to greater and easier lending by banks to the sector and also the softening of the interest rates leading to some increase in demand for real estate. As a result, the demand for cement is expected to pick up in the coming few months.

Currently, the total installed capacity of the Indian cement industry is 212 mt. The industry is expected to add another 40-45 mt of capacity this fiscal year (2009-10), a 21 per cent increase over the current installed capacity of 212 mt. However, most of the new capacities have been announced in the Northern, Southern and Western parts of the country and as a result, the Eastern Region should continue to remain deficit in cement in the immediate future. The Mini Cement Industry

In order to reduce transportation as well as capital costs, to increase regional development and to make use of smaller limestone deposits, many mini cement plants have been set up in dispersed locations across India. Construction of such plants began in the early 1980s and their capacities (including capacities of white cement plants) aggregates about 11.1 mtpa. The main attraction of the mini cement plant concept is the lower capital costs per tonne of capacity as compared to large plants. Against the requirement of Rs. 3500+ per tonne of capacity of large plants, capital costs for mini cement plants come to about Rs. 1400-1600 per tonne. This reduces to large extent the fixed cost per tonne of cement produced. Also, as the main market is in the vicinity of mini cement plant, savings are large on transportation costs.

Primarily, the mini cement plant was conceived to utilize isolated limestone deposits too small to support a large cement plant. Strategically, the policy makers may have viewed them as counter weight against concentration, both in terms of output and as a means of reducing the threshold entry barrier. However, most of these plants have not made any significant inroads into the Indian cement market. One reason is that the quantity produced by these plants is extremely insignificant to give any real price competition to large cement plants due to the quality perceptions of the established brand of large companies. Further, most of the mini cement plants are to some measure dependent on clinker from the large cement plants.

Financial Performance with respect to Operational Performance

During the financial year under review, the total sales posted by the Company on a standalone basis was Rs. 4056.16 lacs as compared to Rs. 4069.84 lacs in the previous year. EBIDTA was Rs. 479.59 lacs as compared to Rs. 694.86 lacs in 2007-08. During the financial year under review, the Company posted a net loss of Rs. 277.67 lacs as compared to a net profit of Rs. 294.20 lacs in the previous year.

On a consolidated basis, during the financial year under review, the total sales were Rs. 6365.56 lacs as compared to Rs. 6261.15 lacs in the previous year. Consolidated EBIDTA was Rs. 977.18 lacs as compared to Rs. 1462.28 lacs in 2007-08. The consolidated net loss during the year under review was Rs. 567.97 lacs as compared to a consolidated net profit of Rs. 692.45 lacs in the previous year.

19



During the year, the company achieved a production of cement of 85,900 M.T. as against 90,886 M.T. in the year 2007-08. During the year, the company, on a consolidated basis, achieved a production of cement of 1,46,191 M.T. as against 1,62,263 M.T. in the year 2007-08.

Opportunities and Threats

Opportunities•Strong domestic demand led by growth in infrastructure projects both in the public and private sectors.•A rising housing demand across all segments.•Significant impetus by the Government on the creation of national assets such as infrastructure.

Threats•The possible effects of the slowdown in the global economy could have a ripple effect in India.•The liquidity crunch situation may mean a shortage in the availability of capital funds required for expansion.

Considering the overall economic growth, inflow of foreign investment, thrust on infrastructure development, rapidly growing housing real estate sectors and ambitious plans for developing Special Economic Zones, the cement industry is expected to maintain its growth in the next 3-5 years. The total cement production in the country during the year 2008-09 was 181.35 million tonnes as compared to 168.31 million tonnes in the year 2007-08.

The growth in demand in the North-eastern Region where the company's plant is located, is expected to be higher due to major infrastructural development activities underway over there.

The performance of the Company on the consolidated basis, during the year, was affected mainly on account of several factors like unexpected global meltdown resulting in a depressed domestic economy resulting into poor demand, loss of production due to disturbance in the region, higher cost of production due to rise in input costs like coal & other fuels, transportation & power, lower excise refunds due to change in excise laws, etc. During the financial year under review, RCL Cements Limited, one of the subsidiary companies, also exhausted the benefit of VAT remisssion which alone contributed Rs. 164 lacs to the consolidated profit in the previous year. In accordance with AS-23, the current year results also include the share of loss sustained by the associate company Calcom Cement India Limited (in which the Company, alongwith its subsidiaries, holds a 47.06% equity stake) due to change in the accounting treatment of the preoperative and other expenses following withdrawal of the Guidance Note on Treatment of Expenditure During Construction Period by the Institute of Chartered Accountants of India in August, 2008.

Cement is the only identifiable business segment of the Company. Since the entire sales of the Company are affected in the domestic market, there is only one geographical segment.

Outlook and Demand-Supply Position – North-Eastern States

Demand for cement in India is expected to grow at a rate of 10% annually in the medium term buoyed by housing, infrastructure and corporate capital expenditures. Despite the fact that the Indian cement industry has clocked production of more than 100 mt during each of the last six financial years, registering an average growth of nearly 9%, the per capita consumption of around 150 kgs compares poorly with the world average of over 260 kgs and more than 450 kgs in China. This underlines the tremendous scope for growth in the Indian cement industry in the long term.

The demand in the North-East, where the plant of your Company is located, has exceeded the national average fuelled by large scale construction of infrastructure projects announced in the recent past. The total demand of north-east is currently pegged at over 5 million tonnes out of which about 60% is currently imported into the region from other places at a significant cost disadvantage. The primary competition in the region continues to come from national players who supply their cement from far away region. High costs of transportation create significant cost disadvantages to these players while serving this market. In the more recent past, this region has been witnessing a lot of interest from cement players to add capacity locally.

The Central Government has announced the new North-East Industrial and Investment Promotion Policy (NEIIPP), st2007, effective 1 April, 2007. The new policy has retained all existing benefits of excise, income tax, interest,

transport subsidy etc. In a significant move the quantum of the central capital investment subsidy has been raised to 30% of the cost of the plant and machinery, which is very substantial and would be able to attract large investments in the region. The new policy renews the faith of focus approach of the centre on development of the North-East.

20



Risks and Concerns

The availability of basic raw materials and fuels may become scarce and pose a challenge to the cement industry, although there is a widespread awareness about the need to identify and utilize alternate fuels and raw materials. India is the third largest producer of coal but the increasing needs of the power, steel and cement industries poses a question about ensuring adequate availability for future needs.

The cement industry depends heavily on transport infrastructure for its raw material, fuel and finished products. The pressure on availability of road transportation may continue due to restrictions on carrying capacity.

Technology & internal control systems and their adequacy

The company has been running successfully on SAP, the renowned ERP package worldwide. The operations have now become online and, therefore, making the decision support system better. The ERP installed by the company plays a very crucial role in providing the foolproof internal checks and control in the system.

Industrial Relations

The industrial relations at all levels are very congenial and reported no sign of any unrest or grievances.

Human Resource Management

One of the key strategies to march ahead and be different from the mass is the Strategic Management of Human Resource. Vinay Cements believes in growing through the growth of its Human Resource.

The Company strives to be recognized for its good human resource practices. The Company's HR policies and processes are being aligned with an aim to effectively drive its business and seize emerging opportunities. This is planned to be achieved by creating a compelling work environment, empowering employees at all levels, investing in learning & development programs and maintaining well-structured reward & recognition mechanisms.

Recruitment and Selection: Though it has become increasingly challenging, the company has been able to retain and recruit people with good experience and knowledge.

Performance Management System: The endeavor has always been to develop a culture that is driven by performance, velocity and cost consciousness. We have moved from subjective to objective assessment. Care is taken to align the individual goal and objectives & goals set by the company. In this context the Management Board sets goals for every discipline aligned to Annual Business Plan. To assess the progress, there is monthly Management & Employee interface and a system of giving performance feedback. The latest development in this system credits the employees not only for their individual performance but also his involvement as a team.

Rewards and Recognition: Apart from the regular practice of rewarding the employees, the soul of this system rests in our belief that appreciation must be earned and not given in charity. The system recognizes the merits and draws a clear internal and external parity. For this we have a system that recognizes and rewards suitably the performers.

Training and Development: The latest interventions in this respect were aimed at cultivating and nourishing a high trust level and team spirit among the employees. Besides this, for full-fledged implementation of SAP ERP- Finance and Controlling, Sales and distribution, Project System and Material Management modules in the departments, training session were organized.

stAs on 31 March, 2009, the Company, on a standalone basis, had a total permanent workforce of 256 and, as a consolidated entity, had a total permanent workforce of 329, spread across its plant at Umrangshu, corporate office at Kolkata and branch office at Guwahati.

Cautionary Statement

Statements in the Management Discussion and Analysis describing your Company's position and expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

21



Corporate Governance ReportstFor the Year Ended 31 March, 2009

1. Company's Philosophy on Code of Governance

The Company firmly believes in and practices the best Corporate Governance principles. The spirit of Corporate Governance prevails in its every corner and the Company is committed to the principles of transparency, integrity, accountability and social responsibility.

Our Corporate Governance policies recognize the accountability of the executive management and the Board and the importance of its actions & decisions to all the constituents and stakeholders of the Company, namely, shareholders, lenders, vendors, customers, employees, Government, the regulatory authorities, community and the general public.

2. Board of Directors

The Board of Directors currently comprises of 4 Directors, of which one director is an executive promoter director, one director is an executive non-promoter director and the remaining two are independent directors. The Chairman of the Company is an executive director.

st th stDuring the year ended 31 March, 2009, six Board meetings were held – on 30 June, 2008, 31 July, 2008, th st th st29 August, 2008, 31 October, 2008, 25 November, 2008 and 31 January, 2009.

The details of the composition of the Board, the attendance of Directors at the Board Meetings during the year and the last Annual General Meeting as also the number of their other directorships, committee memberships

stand number of shares held as on 31 March, 2009 are as follows :-

Name of

Director

Category No. of Board

Meetings

attended

Atten-

dance in

last AGM

No. of

shares

held

No. of

other

Director-

ships *

Details of Board

Committees Membership^

Membership Chairmanship

Shri Ritesh Bawri# Promoter Non-Executive

2 NA$ 41.01.293 3 2 0

Shri Binod KumarBawri (Chairman-cum-ManagingDirector

Promoter Executive

6 No 11,62,720 4 3 1

Shri Shridhar Issar IndependentNon-Executive

6 No Nil 5 5 4

Dr. Bidhu BhushanDutta

IndependentNon-Executive

5 No 1

Shri Mahesh KumarSrivastava (WholeTime Director)

ExecutiveNon-Promoter

Yes 2

Relation-

ship

among

Directors

inter-se

Father ofShriRiteshBawri

Son ofShri BinodKumarBawri

None

None

None

Nil Nil 0

1 Nil 0 0

* Excludes Directorships in Private Companies. ^Includes only Audit Committee & Shareholders'/ Investors' Grievances Committee.#Now ceases to be a Director.$ Was not a Director at the time of AGM.

22



3. Audit Committee

The role and terms of reference of the Audit Committee has been properly framed to bring them in line with Section 292A of the Companies Act, 1956, as well as Clause 49 of the listing agreement with Stock Exchanges. The Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company. Shri P.R. Sivasankar, Company Secretary, acts as the Secretary to the Committee.

th st th stDuring the year the Committee met five times - on 30 June, 2008, 31 July, 2008, 29 August, 2008, 31 stOctober, 2008 and 31 January, 2009.

The composition and attendance of members at meetings during the year of the Audit Committee is given below :-

Name Position No. Of meetings attended

Shri Shridhar Issar

Dr. Bidhu Bhushan Dutta

Shri Ritesh Bawri#

Shri Binod Kumar Bawri

Chairman

Membe r

Membe r

Membe r

5

5

2

0

# Now ceases to be a member.

4. Remuneration Committee

The Committee is responsible for approving and recommending to the Board of Directors the remuneration payable to the managerial personnel, namely, the Managing Director & the Whole-time Director. Shri P. R. Sivasankar, Company Secretary, acts as the Secretary to the Committee. The composition of the Remuneration Committee is given below :-

Shri Shridhar Issar

Dr. Bidhu Bhushan Dutta

Shri Ritesh Bawri*

Chairman

Member

Member

* Now ceases to be a member.

The objective of the remuneration policy is to motivate the managerial personnel to excel in their performance and to recognize their contribution. The Company pays remuneration by way of salary and other allowances to the Managing Director & Whole-time Director. The Company also pays a performance based incentive to its Whole-time Director. However, it may be noted that Shri Binod Kumar Bawri, Chairman-cum-Managing Director, has intimated to the Company his decision not to draw managerial remuneration from the Company

stwith effect from 1 April, 2009 in view of the falling operating profits of the Company and also in view of his appointment as Executive Chairman in Calcom Cement India Limited and the said decision has been endorsed by the Board of Directors of the Company.

stDetails of remuneration paid to the Directors during the financial year ended 31 March, 2009 is as follows :-

Name of the

Director

Basic

Salary

(Rs.)

Other

Allowances

(Rs.)

Company’s

contribution to

Provident Fund (Rs.)

Sitting

Fees

(Rs.)

Total (Rs.)

Shri Binod Kumar Bawri (CMD)#

12,00,000 12,00,000 1,44,000 25,44,000

Shri Ritesh Bawri* 10,000

Shri ShridharIssar@

37,500

Performance

Incentive

(Rs.)

- -

- - - - 10,000

- - - - 37,500

Name No. Of meetings attendedPosition

1

1

0

23



Name of the

Director

Basic

Salary

(Rs.)

Other

Allowances

(Rs.)

Company’s

contribution to

Provident Fund (Rs.)

Setting

Fees

(Rs.)

Total (Rs.)

Dr. BidhuBhushan Dutta@

27,500

Shri MaheshKumar Srivastava^

Performance

Incentive

(Rs.)

-- - -

3,19,355

27,500

4,42,839 38,323 1,55,439 - 9,55,956

*Now ceases to be a Director.

@Liable to retire by rotation.

#Term of office valid upto 31.12.2011. Not liable to retire by rotation so long as his office of MD is in force. Tenure of appointment may be determined by either party by giving three months' prior notice to the other. No severance fees are payable.

th^Appointed as Whole-time Director w.e.f. 29 August, 2008 for a period of three years but liable to retire by rotation. Tenure of appointment may be determined by either party by giving one month's prior notice to the other. No severance fees are payable.

5. Shareholders / Investors Grievances Committee & Share Transfer Committee

The Shareholders / Investors Grievances Committee is meant for redressal of investors' grievances/ complaints, etc. Shri P. R. Sivasankar, Company Secretary, acts as the Secretary to the Committee. The composition of this committee is given below :-

Shri Shridhar Issar

Shri Ritesh Bawri*


Chairman

Member

Member


The Share Transfer Committee is meant for addressing issues relating to approval of transfers & transmissions of shares, issue of duplicate share certificates, etc. Shri P. R. Sivasankar, Company Secretary, acts as the Secretary to the Committee. The composition of this committee is given below :-


Shri Shridhar Issar

Shri Ritesh Bawri*

Chairman

Member

Member


Shri P. R. Sivasankar, Company Secretary, is the Compliance Officer of the Company.

stTwo complaints were received from shareholders of the Company during the year ended 31 March, 2009 and stit were solved to the satisfaction of the shareholders. No shareholders' complaints were pending as on 31

March, 2009.

24



6. General Body Meetings

The last three Annual General Meetings were held as under :-

Year Venue Date Time Special

Resolutions Passed

2005-2006 Jamunanagar, Umrangshu, District North Cachar Hills - 788 931, Assam

31st August2006

11.00 A.M. Appointment of Auditors u/s 224A of the Companies Act, 1956, Delisting of Equity Shares of the Company from certain stock exchanges & Approval for Inter-Corporate Guarantees in excess of limits specified u/s 372A of the Companies Act, 1956.


8th August2007

9.00 A.M. -


29th September,2008

5.00 P.M. Alteration of Articles of Association of the Company

No special resolution was put through postal ballot at the last AGM and no special resolution is proposed to be conducted through postal ballot at the forthcoming AGM.

7. Disclosures

i) Details of transactions with related parties during the year have been furnished in Schedule 18 - Notes to Accounts of the Annual Accounts. However these do not have any potential conflict with the interests of the Company at large.

ii) The Company has complied with the requirements of regulatory authorities on capital markets and no penalties/ strictures were imposed against it during the last three years.

iii) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with stock exchanges.

8. Means of Communications

The Company has its own website www.vinaycements.com wherein all the relevant information about the Company is being posted from time to time. The unaudited quarterly financial results as well as the annual audited financial results of the company are normally published in all editions of the Financial Express, an English daily circulating in the whole of India and in Ajir Asom, a regional language daily circulating in Assam. The financial results are also posted on the Company's website, the website of the Bombay Stock Exchange Ltd. at www.bseindia.com and SEBI EDIFAR website at www.sebiedifar.nic.in as per the requirement of Clause 51 of the Listing Agreement with stock exchanges.

25



9. General Shareholder Information

Annual General Meeting (AGM)

thDay, Date and Time : Tuesday, 29 September, 2009 at 1.30 P.M.

Venue : Jamunanagar, Umrangshu, District North Cachar Hills, Assam – 788931.

st stFinancial Year : 1 April to 31 March.

rd thDates of Book Closure : 23 September, 2009 to 29 September, 2009 (both days inclusive)

for the purpose of AGM.

ISIN No. : INE534C01016

Listing on Stock Exchanges

The equity shares of the Company are listed on the following stock exchanges :-i) Bombay Stock Exchange Ltd. (Stock Code : 518051), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai

– 400001.

ii) The Delhi Stock Exchange Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi – 110002 (Applied for voluntary delisting from this stock exchange).

stDuring the Financial Year ended 31 March, 2009, the equity shares of the Company were delisted from the following stock exchanges :-

i) Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Opp, Sahajanand College, Panjarapole, Ambawadi, Ahmedabad – 380001.

ii) The Calcutta Stock Exchange Association Ltd. (Stock Code : 032153), 7, Lyons Range, Kolkata – 700001.

iii) Gauhati Stock Exchange Ltd., Saraf Building Annexe, A T Road, Gauhati, Assam – 781001.

iv) Madras Stock Exchange Ltd., P O Box No. 183, New No: 30, (old no:11), Second Line Beach, Chennai – 600001.

The annual listing fees upto the financial year 2009-10 have been paid to the Bombay Stock Exchange Ltd.

Month

April 2008

May 2008

June 2008

July 2008

August 2008

September 2008

October 2008

November 2008

December 2008

January 2009

February 2009

March 2009

Monthly High Price

(Rs.)Monthly Low Price

(Rs.)Monthly Volume

43.10

42.05

43.50

46.85

42.25

40.95

43.00

36.95

40.90

47.00

42.00

40.50

Market Price Data (Bombay Stock Exchange Ltd.)

30.20

38.10

38.20

39.05

34.45

30.15

22.00

27.45

33.20

33.35

38.05

33.00

753534

388815

365542

314025

56542

57177

506179

120429

464046

211648

138146

136667

26



During the financial year 2008-09, the share price of the Company increased from Rs. 35.15 to Rs. 37.35 (i.e. by 6.26 %) whereas the BSE Sensex decreased from 15644.44 points to 9708.50 points (i.e. by 37.94 %).

Registrar & Transfer agents

The Registrar & Transfer Agents of the Company are Maheshwari Datamatics Pvt. Ltd. (MDPL), 6, Mangoe ndLane, 2 Floor, Kolkata – 700 001 (Tel Nos. : 033-22435029 / 5809; Fax No. : 033-22484787; e-mail :

[email protected]). All the work relating to share registry in terms of both physical and demat is maintained at MDPL.

Share Transfer System

Share Transfers in physical form are generally registered within a fortnight from the date of receipt provided the documents are found to be in order. Dematerialisation requests are also generally confirmed within a fortnight from the date of receipt by the registrar. The Share Transfer Committee considers and approves the share transfers. The share transfers may be lodged with the registrar and transfer agents of the Company or at the corporate office address of the Company at Kolkata.

stDistribution of Shareholding as on 31 March, 2009 (Face Value : Rs. 10/- per equity share)

Shareholding Range

(No. of Shares)No. of

Shareholders% of total

shareholders

No. of

shares

% of total

shares

1 to 500

501 to 1000

1001 to 2000

2001 to 3000

3001 to 4000

4001 to 5000

5001 to 10000

10001 and above

TOTAL

1754

181

74

22

12

9

16

34

2,102

83.44

8.61

3.52

1.05

0.57

0.43

0.76

1.62

100.00

3,11,372

1,58,850

1,16,231

56,302

43,805

43,102

1,18,691

1,80,51,517

1,88,99,870

1.65

0.84

0.62

0.30

0.23

0.23

0.63

95.51

100.00

stShareholding Pattern as on 31 March, 2009

Category

Promoters Group

Banks/ Financial Institutions

Private Bodies Corporate

Indian Public

Non-Resident Individuals (NRIs)

TOTAL

No. of Shares held

1,41,67,750

10,59,894

13,41,730

23,17,135

13,361

1,88,99,870

% of Holding

74.96

5.61

7.10

12.26

0.07

100

Dematerialisation of Shares

93.91 per cent of the Equity Share Capital of the Company is held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Non-Mandatory Requirements of Clause 49 of the Listing Agreement

I) The Company had provided a separate chamber for use of its former non-executive Chairman, Shri Ritesh Bawri.

ii) The Board has constituted a Remuneration Committee, now comprising of two non-executive Independent Directors. The Remuneration Committee determines and recommends to the Board the remuneration packages of its executive Directors.

27



Plant LocationThe Company's plant is located as under :-Jamunanagar, UmrangshuDistrict North Cachar HillsAssam – 788 931

Address for Investors' CorrespondenceThe shareholders may address their communications / suggestions / grievances / queries to :Shri P.R. SivasankarCompany SecretaryVinay Cements Limited

rd“Jindal Towers”, Block –A, 3 Floor,21/1A/3, Darga Road, Park Circus, Kolkata – 700 017Phone : (033) 4022 2121Fax : (033) 2290 0096E-mail : [email protected]

Code of ConductThe company has adopted a code of conduct for its Board of Directors and senior management personnel and the same has been posted on the company's website.

Declaration by the Managing Director on the Code of Conduct

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, I, Binod Kumar Bawri, Chairman-cum-Managing Director of Vinay Cements Limited, declare that all the Board members and senior management personnel of the Company have affirmed their compliance with the Code of Conduct of the Company during the financial year 2008-09.

Binod Kumar BawriChairman-cum-Managing Director

Place : KolkatandDate : 22 August, 2009

PRACTICING COMPANY SECRETARY'S CERTIFICATE ON COPRPORATE GOVERNANCE

To the members of Vinay Cements Limited :

We have examined the compliance of conditions of Corporate Governance by Vinay Cements Limited for the year ended 31st, March 2009 as stipulated in Clause 49 of the listing agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of 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 explanations given to us, and the representations made by the directors, and the management, we certify that the company has complied 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 the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For DS & AssociatesCompany Secretaries

(Dhaneswar Sahoo)Partner

(CP No. 5601)

Place : KolkatandDate : 22 August, 2009

28



CEO / CFO CERTIFICATION

The Board of DirectorsVinay Cements Limited

Dear Sirs,

We, Binod Kumar Bawri, Chairman-cum-Managing Director and Abhay Jain, Deputy General Manager-Finance, do hereby certify that :--

a) we have reviewed both the standalone and consolidated financial statements and the cash flow statements of stVinay Cements Limited for the year ended / as at 31 March, 2009 and that to the best of our knowledge and

belief :--

i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) there are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.

c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, the minor deficiencies in the design or operation of such internal controls of which we have become aware and the steps we have taken or propose to take to rectify these deficiencies.

d) During the year under reference -we have indicated to the auditors and the Audit Committee

i) there were no significant changes in the internal control over financial reporting ;

ii) No significant changes in accounting policies were made that require disclosure in the notes to the financial statements; and

iii) No instance of significant fraud and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting, has come to our notice.

Binod Kumar Bawri Abhay JainChairman-cum-Managing Director Deputy General Manager - Finance

thDate : 30 June, 2009Place : Kolkata

29



Auditors' ReportTo the Members of Vinay Cements Limited

1. We have audited the attached balance sheet of Vinay Cements Limited as at 31 March 2009, the profit and loss account and the cash flow statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub-section 4A of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 above we report as follows:-

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for:

(i) Documents relating to income tax assessment orders, notices, demands and other communication with the Income Tax authorities ;

(ii) Basis for recognition of Capital Reserves amounting to Rs 5,192,605 in the Balance Sheet;

(iii) Documents relating to sales tax assessment orders, notices, demands and other communication with Sales Tax authorities;

(iv) Satisfactory information pertaining to Ageing of Debtors;

(b) in our opinion, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books;

(c) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(e) With reference to our comments in para 4(a)(i) to 4(a)(iv) we state that:

(i) In view of 4(a)(i) above we are unable to comment on the adequacy of charges and provisions made for income tax and deferred tax and of the adequacy of contingent liabilities disclosed in Schedule 20B (11) of the financial statements ;

(ii) In view of 4(a)(ii) we are unable to comment on Capital Reserves amounting to Rs 5,192,605 disclosed in Schedule 2 to the financial statements;

(iii) In view of 4(a)(iii) we are unable to comment on the adequacy of provisions for sales tax and contingent liabilities for sales tax disclosed in Schedule 20(B)(11) of the financial statements;

(iv) In view of 4(a)(iv) we are unable to comment on the classification of Sundry Debtors balances (disclosed in Schedule 7 of the financial statements) between outstanding for over 6 months and Others and consequently on the provisions for bad and doubtful debtors required, if any ;

in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, subject to the matters stated in paragraphs 4(e)(i) to 4(e)(iv) above in conformity with the accounting principles generally accepted in India:

(i) in the case of the balance sheet, of the state of affairs of the Company as on 31 March 2009;

30



(ii) in the case of the profit and loss account, of the loss of the Company for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of written representations received from the directors as on 31 March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Place : Kolkata Dated : 30 June 2009

For Deloitte Haskins & Sells Chartered Accountants

A.BhattacharyaPartner

Membership No.: 54110

31

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

The nature of the Company's business/activities during the year ended 31 March 2009 was such that paragraphs 4(vi), (xii), (xiii), (xiv), (xviii), (xix) and (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal, has in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories, subject to the fact that there is scope for improvement in procedures for verification of finished goods at depots, followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) (a) The company has granted unsecured advances in the nature of loans to companies listed in the Register maintained under Section 301 of the Companies Act, 1956. The company has given such loans to 1 company namely SCL Cements Limited. The total amount of loans given to SCL Cements Limited was Rs 31,713,034 and the maximum amount outstanding during the year from SCL Cements Limited was Rs 37,759,864.

(b) According to the information and explanations given to us, we are of the opinion that the rate of interest and terms and conditions of loans given by the company to a company entered in the Register maintained under 301 as referred to in (iii)(a) above are prima facie not prejudicial to the interest of the company, except that no interest has been charged on such loans.



(c) We would not be able to comment whether recovery of principal and interest on loans referred to in paragraph (iii)(a) above is regular since the loan is not yet due for recovery and it is an interest free loan

(d) Since the loan made by the Company to a company listed in the Register maintained under Section 301 referred to in paragraph (iii)(a) is not yet overdue, paragraph (iii)(d) of the Order is not applicable.

(e) The company has taken unsecured advances in the nature of loans from companies listed in the Register maintained under Section 301 of the Companies Act, 1956. The company has taken such loans from 1 company namely RCL Cements Limited. The loans taken from RCL Cement Limited during the year ended 31 March 2009 amount to Rs 224,795,186 and the maximum amount outstanding during the year to RCL Cements Limited was Rs 175,729,774.

(f) The company has not been charged any interest for the loans taken referred to in paragraph (iii)(e) above and there are no other covenants for repayment of the loans. We are not in a position to comment whether the interest and other terms of the loans are prima facie prejudicial to the interest of the company.

(g) We would not be able to comment whether recovery of principal and interest on loans referred to in paragraph (iii)(e) above is regular since the terms of repayment of such loans have not been stipulated.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods apart from weaknesses related to lack of acknowledgements from customers for delivery of goods, inadequate documentation of sales orders, and the process of making adjustments in debtor accounts, and we have not observed any continuing failure to correct major weaknesses in such internal control systems.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered into the register, maintained under the said section have been so entered.

(b) in our opinion, and according to the information and explanations given to us, where each of such transaction is in excess of Rs 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time where such market prices are available.

(vi) In our opinion, the internal audit functions carried out during the year by a firm of chartered accountants appointed by the management have been commensurate with the size of the Company and the nature of its business.

(vii) We have broadly reviewed the books of accounts and records maintained by the company relating to the manufacture of cement and clinker, pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not however made a detailed examination of the records with a view to determining whether they are accurate or complete.

(viii) In respect of statutory dues:

(a) According to the information and explanations given to us, the Company has been generally regular in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax, Excise Duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax, Excise Duty, cess and any other material statutory dues applicable to it were in arrears as at 31 March 2009 for a period of more than six months from the date they became payable.

32



33

(c) According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited as on 31 March 2009 on account of any dispute are given below:

Name of

the Statute

Financial

year to which

the matter

pertains

Forum where dispute

is pending

Amount (Rs.)

Income TaxAct, 1961

2002-03 Information notavailable

597,745

CentralSales TaxAct, 1956

2002-03

2003-042004-052005-062006-07

Deputy Commissionerof Comercial Taxes(Appeals), “DCCT (A)”DCCT (A)DCCT (A)DCCT (A)DCCT (A)

38,963,33547,759,3246,357,8379,063,273

AssamSales Tax

2002-032003-042004-052005-062006-07

DCCT (A)DCCT (A)DCCT (A)DCCT (A)DCCT (A)

5,379,4135,278,659

12,587,03717,172,43324,185,670

27,164,047

Further to our remarks in 4(e)(i) and 4(e)(iii) of our Report, we would not be able to comment on the completeness of disputed dues disclosed in the above table.

(ix) The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(xi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purposes for which the loans were obtained.

(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the company, for loans taken by others from banks or financial institutions, are not prima facie prejudicial to the interests of the company.

(xiii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xiv) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

Information notavailable

2003-04 1,850,389

For Deloitte Haskins & SellsChartered Accountants

A.BhattacharyaPartner

Membership No.: 54110KolkataDated : 30 June, 2009



Balance Sheet as at 31st March, 2009

Notes to Accounts 20

The accompanying schedules form an integral part of this Balance Sheet

As per our report of even date annexed hereto. For and on behalf of the BoardFor Deloitte Haskins & SellsChartrered Accountants

(A.Bhattacharya)Partner

Place: KolkataDated : 30th June,2009

SCHEDULE

2009

(Rs.)

2008(Rs.)

SOURCES OF FUNDS

Shareholders Fund

Share Capital 1 188,998,700 188,998,700

Reserves & Surplus 2 538,647,527 566,414,842

Loan Funds 3

Secured Loans 97,111,248 114,536,575 Unsecured Loans - 2,708,863Deferred Tax Liability 20(B)(10) 31,788,600 -

Total 856,546,075 872,658,980

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 485,302,066 494,872,644

Less: Depreciation 323,381,184 309,121,224

Net Block 161,920,882 185,751,420

Investments 5 460,925,289 444,308,289

Current Assets, Loans & Advances

Inventories 6 135,368,885 66,081,698

Sundry Debtors 7 193,198,182 227,959,047

Cash & Bank Balances 8 5,101,226 9,047,751

Other Current Assets 9 766,765 1,358,684

Loans & Advances 10 165,429,972 129,919,309

499,865,030 434,366,489

Less : Current Liabilities & Provisions

Current Liabilities 11 256,887,042 185,031,829

Provisions 11A 9,278,084 6,735,389

Net Current Assets 233,699,904 242,599,271

Total 856,546,075 872,658,980

Mahesh Kumar Srivastava Binod Kumar BawriWhole-time-Director Chairman-cum-Managing Director

P.R.SivasankarCompany Secretary

34



Profit and Loss Account for the year ended 31st March, 2009


The accompanying schedules an integral part of this Profit & Loss Account

As per our report of even date annexed to Balance Sheet For and on behalf of the BoardFor Deloitte Haskins & SellsChartrered Accountants



form

SCHEDULE

2008-09

(Rs.)

2007-08(Rs.)

Income

Gross Sales 405,616,104 406,983,954

Less: Excise Duty 63,915,680 63,617,967

Net Sales 341,700,424 343,365,987

Other Income 12 47,953,505 64,507,054

389,635,929 407,873,041

Expenditure

Manufacturing Expenses 13 275,507,027 219,125,174

(Increase)/Decrease in Inventories 14 (52,462,615) 3,300,058

Personnel Expenses 15 36,179,890 30,351,766

Administrative and Other Expenses 16 82,470,185 83,628,922

Interest Expenses 17 14,298,440 12,801,755

Depreciation 4 23,684,007 23,271,218

379,676,934 372,478,893

Profit before tax & Prior Period items 9,976,995 35,394,148

Prior Period Expenses 18 (5,110,710) (1,495,446)

Profit before tax 4,866,285 33,898,702

Provision for Taxation 19 32,633,600 4,479,016

(Loss)/Profit After Tax (27,767,315) 29,419,686

Balance brought Forward from previous year 268,725,487 239,305,801

Carried to Balance sheet 240,958,172 268,725,487

Basic (Loss)/Earning per Share

(Face Value of Rs.10) 20(B)(9) (1.47) 1.76

Diluted (Loss)/Earning per Share

(Face Value of Rs.10) (1.47) 1.76



35



Schedules forming part of Balance Sheet as at 31st March, 2009

2009

(Rs.)

2008(Rs.)

SCHEDULE 1 Share Capital

Authorised

300,00,000 Equity Shares of Rs. 10/- each 300,000,000

Issued ,Subscribed and Paid up

1,00,00,000 Equity Shares of Rs. 10/- each fully paid up 100,000,000 100,000,000

88,99,870 Equity Shares of Rs.10/-each fully paid up (issued on preferential basis for consideration other 88,998,700 88,998,700

than cash)188,998,700 188,998,700

SCHEDULE 2 Reserves & Surplus

Capital Reserve 75,192,605 75,192,605

Share Premium Account 222,496,750 222,496,750

Surplus as per Profit and Loss Account 240,958,172 268,725,487

538,647,527 566,414,842

SCHEDULE 3 Loan Funds

Secured Loans

Demand Loan from Bank 30,000,000 30,000,000

Interest Accrued & Due 343,860 318,494

Cash Credit from Bank 66,767,388 82,553,735

The demand loan and cash credit from Banks are secured by:

i) First charge on entire current assets of the Company.

ii) First Charge on the fixed assets of the Company.

iii) Personal Guarantee of Director Mr.Binod Kr.Bawri &

Promoter Mr.Ritesh Bawri.

Hire Purchase - 1,664,346

having a Net book value of Rs.NIL, 31.03.08 - Rs.5,001,000) 97,111,248 114,536,575

Unsecured Loans

Inter Corporate Deposits - 2,708,863

(Repayable within one year - NIL)

- 2,708,863

97,111,248 117,245,438

300,000,000

(Secured by hypothecation of Plant & Machinery

36



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37



Schedules forming part of Balance Sheet (Contd.) as at 31st March, 2009

2009

(Rs.)

2008(Rs.)

SCHEDULE 5 InvestmentsTrade, Long Term, Unquoted (at cost )

11,850,910 equity shares of Rs 10/- each fully paid up in Calcom Cement India Limited (CCIL) {5,235,910 shares held in the custody of IL&FS Ltd. pending transfer of custody to Axis Bank Ltd as security for Term Loans availed by CCIL & 6,615,000 shares pledged with Axis Bank Ltd against Term Loan availed by CCIL } 118,509,100 118,509,100 3,632,600 equity shares of Rs. 10/- each fully paid up in RCL Cements Limited, a subsidiary company. 312,274,189 312,274,189 2,964,800 equity shares of Rs.10/- each fully paid up in SCL Cements Limited: a subsidiary company. 29,648,000 13,525,000 49,400 equity shares of Rs.10/- each fully paid up in Vinay Concrete & Aggregates Limited: a subsidiary company. 494,000 -

460,925,289 444,308,289

SCHEDULE 6 Inventories

Stores, Spares, Fuel and packing Material 40,244,864 17,020,809

Raw Materials 17,964,032 24,363,515

Work in Progress 59,754,596 18,766,901

Finished Goods 17,405,393 5,930,473

135,368,885 66,081,698

SCHEDULE 7 Sundry Debtors(Unsecured and considered good)

Over six months 71,386,971 53,687,442

Others 121,811,211 174,271,605

193,198,182 227,959,047

SCHEDULE 8 Cash & Bank Balances

Cash on hand 82,522 48,587 Balances with Scheduled banks In Current Accounts 3,400,853 7,699,969

In Term Deposit Accounts ( pledged against guarantees) 1,617,851 1,299,195

5,101,226 9,047,751

SCHEDULE 9 Other Current Assets

Deposits 277,025 738,025

Prepaid Expenses 489,740 620,659

766,765 1,358,684

38



Schedules forming part of Balance Sheet (Contd.) as at 31st March, 2009

2009

(Rs.)

2008(Rs.)

SCHEDULE 10 Loans & AdvancesUnsecured Advance to Subsidiary - 185,269

Loan to Subsidiary 31,713,035 -

Advances Recoverable in cash or kind or for value to be received 89,263,174 84,799,010

Advance Income Tax 6,379,358 5,559,023

Advance Fringe Benefit Tax 459,426 276,730

Balance with Central Excise etc. 14,816,352 19,406,234

Interest Subsidy Receivable 24,040,857 19,693,043

166,672,202 129,919,309Of the above - Considered Good 165,429,972 129,919,309

Considered Doubtful 1,242,230 –

166,672,202 129,919,309

Less: Provision for doubtful Advances (1,242,230) –

165,429,972 129,919,309

SCHEDULE 11 Current Liabilities Sundry Creditors - Total outstanding dues from Micro and small Enterprises - -- Total outstanding dues from other than Micro and Small Enterprises 56,481,424 57,835,896

Advances from Subsidiaries 175,729,774 114,114,266

Security Deposit 9,225,183 7,400,183

Other Liabilities 15,450,661 5,681,484

256,887,042 185,031,829

SCHEDULE 11A Provisions Provision for Tax - Income Tax 5,410,657 4,825,330

- Fringe Benefit Tax 521,730 276,730

Provision for Leave Encashment 645,537 -

Provision for Gratuity 2,700,160 1,633,329

9,278,084 6,735,389

SCHEDULE 12 Other Income

Interest on Fixed Deposit 99,024 105,252

(Tax Deducted at Source Rs.4,810 ; [31.03.08-Rs.13,340])Profit on Sale of Fixed Assets - 1,873,823

Interest Subsidy 4,347,814 2,544,126

Excise Remission / Refund 43,325,896 57,287,122

Power Subsidy - 3,000,000

Liabilities no longer required written back 180,771 (303,269)

47,953,505 64,507,054

39

Schedules forming part of Profit & Loss Account (Contd.) for the year ended 31st March, 2009




2008-09

(Rs.)

2007-08(Rs.)

SCHEDULE 13 Manufacturing Expenses

Raw Materials Consumed 50,584,659 50,158,096

Power & Fuel 185,123,187 123,671,174

Consumption of Stores and Spares 20,702,283 22,416,985

Packing materials consumed 11,265,687 12,321,664

Transportation & Handling 6,211,581 5,257,555

Repairs & Maintenance -Buildings 173,184 689,912

-Plant & Machinery 1,446,446 4,609,788

275,507,027 219,125,174

Schedule 14 (Increase)/Decrease in Inventories

Opening BalanceWork in Progress 18,766,901 17,429,528

Finished Goods 5,930,473 10,567,904

24,697,374 27,997,432

Closing BalanceWork in Progress 59,754,596 18,766,901

Finished Goods 17,405,393 5,930,473

77,159,989 24,697,374

(Increase )/ Decrease (52,462,615) 3,300,058

SCHEDULE 15 Personnel Expenses

Salaries , Wages & Bonus 32,510,810 27,440,204

Contributions to Provident Fund & Other Fund 1,920,483 1,298,403

Workmen & Staff welfare Expenses 1,748,597 1,613,159

36,179,890 30,351,766

SCHEDULE 16 Administration and Other Expenses

Rent 676,057 1,100,296

Rates & Taxes 1,932,646 157,590

Electricity 10,850 95,746

Insurance 674,150 1,832,746

Bank Charges 271,828 2,058,296

Travelling & Conveyance 3,666,256 2,373,302

Communication Expenses 1,050,211 977,359

Legal & Professional Charges 2,777,652 2,347,685

Auditors' Remuneration

- Statutory Audit Fee 500,000 500,000

- Tax Audit Fee 100,000 50,000

- For Certification & Other Work 200,000 70,442

Reimbursement of Expenses 0 19,812

Internal Auditors Fees and Expenses 100,000 674,160

40




2008-09

(Rs.)

2007-08(Rs.)

SCHEDULE 16 Administration and Other Expenses

Printing & Stationery 266,730 263,413

Repairs & Maintenance 43,730 60,885

Miscellaneous 1,883,528 1,220,471

Provision for Doubtful Advances 1,242,230 -

Fixed Assets written off 1,600,163 -

Freight 57,897,274 67,158,046

Advertisements 622,205 800,078

Commission

- Commission to Selling Agent 95,251 353,500

- Brokerage & Discount 2,778,951 -

Royalty on Brand 498,930 855,933

Other selling expenses 3,581,543 659,162

82,470,185 83,628,922

SCHEDULE 17 Interest Expenses

Interest on Fixed Loans 4,226,874 12,801,755

Interest- others 10,071,566 –

14,298,440 12,801,755

SCHEDULE 18 Prior Period Expenses

Transportation 1,035,824 -

Land Tax 500,000 -

Communications 563 -

Interest on Security Deposit 331,500 -

Internet Charges 129,214 -

Professional Charges 279,580 -

Raw Materials consumed 1,304,558 -

Discount Given 469,882 -

Other Transportation Charges 1,059,589 -

Miscellaneous - 1,495,446 5,110,710 1,495,446

SCHEDULE 19 Provision For Taxation

Income Tax for the year

Current Tax 600,000 4,010,157

Deferred Tax (4,114,284) -

Fringe Benefit Tax 245,000 276,731

(3,269,284) 4,286,888

Adjustments for prior years

Fringe Benefit Tax- - 192,128

Deferred Tax 35,902,884 -

35,902,884 192,128

32,633,600 4,479,016

41





SCHEDULE 20

NOTES TO ACCOUNTS

For the year ended 31 March 2009

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of financial statements

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting in accordance with the Companies Act, 1956 and in accordance with the accounting principles generally accepted in India ('Indian GAAP') and comply with the Accounting Standards specified in section 211 (3C) of the Companies Act 1956.

2. Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent amounts as at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.

3. Fixed assets / Capital Work-in-Progress

3.1 Fixed Assets are stated at cost of acquisition or construction, less accumulated depreciation.

3.2 All costs, including financing costs, till the assets are ready to be put to use, wherever applicable, are capitalized. Loss/gain from foreign exchange fluctuations arisen up to end of the year relating to borrowings/liabilities attributable to fixed assets is also capitalized. All subsequent Loss/gain are recognized in the Profit and Loss Account.

3.3 Items of fixed assets that have been retired from active use and are held for sale are stated at the lower of their net book values and net realizable values and are appropriately disclosed in the financial statements. Any expected loss is recognized immediately in the profit and loss account.

4. Depreciation

Depreciation on fixed assets is provided on Straight Line Method at the rates specified in Schedule XIV to the Companies Act, 1956 on pro-rata basis, other than mobile phones for which depreciation is charged at the rate of 100% in the year of acquisition.

5. Investments

Investments that are intended to be held for more than a year, from the date of acquisition, are classified as long-term Investments and are carried at cost. However, provision for diminution in the value of investments is made to recognize a decline, other than temporary, in the value of the investments. Investments other than long-term investments being current investments are valued at cost or fair value whichever is lower. Income from Investments is included together with the related tax credit, if any, in the Profit and Loss Account.

6. Inventories

6.1 Raw Materials, stores and spares, packing material and fuel are valued at cost determined on weighted average basis. Cost is determined as per Accounting Standard AS-2 “Valuation of Inventories”.

6.2 Cost of Finished goods and work in progress are calculated using weighted average cost method.

42



6.3 Work in progress is valued at cost or net realizable value whichever is lower.

6.4 Finished goods are valued at cost or net realizable value whichever is lower. 7. Provisions & Contingent liabilities

Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” are disclosed by way of notes to the accounts. Provision is made if it is probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability. A Contingent liability is disclosed, unless the possibility of an outflow of resources is remote.

8. Revenue recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection. Sales represent value of goods sold, net of returns and discounts.

9. Subsidies

Subsidies are recognized on the basis of claims filed. Adjustments for shortfall in sanctions / disbursements are made in the year of sanctions / receipts, except where otherwise stated.

10. Borrowing Costs

Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

11. Employee Benefits

Short Term employee benefits (benefits which are payable within twelve months after the end of the period in which the employees render service) are measured at cost.

The costs of providing Leave Encashment (a long term employee benefit) and Gratuity (a post employment benefit), both of which are defined benefit plans, are determined using the Projected Unit Credit Method, on the basis of actuarial valuations carried out by third party actuaries at each balance sheet date. The leave encashment and gratuity benefit obligations recognized in the balance sheet represent the present value of the obligations as reduced by fair value of plan assets, if any. Any asset resulting from this calculation is limited to the discounted value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the profit and loss account as income or expense.

12. Income Tax

Income taxes are accounted for in accordance with Accounting Standard (AS) - 22 on “Accounting for Taxes on Income”. Taxes comprise both current and deferred tax.

Current tax is measured at the amount expected to be paid/recovered from the revenue authorities, using the applicable tax rates and laws.

The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax liability. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing differences. They are measured using the substantively enacted tax rates and tax regulations. The carrying amount of deferred tax assets at each Balance Sheet date is reduced to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which the deferred tax asset can be realized.

43



Fringe Benefit Tax (FBT) payable under the provisions of section 115WC of the Income Tax Act, 1961 is in accordance with the Guidance Note on “Accounting for Fringe Benefits Tax” issued by the Institute of Chartered Accountants of India

13. Impairment Loss

Impairment of Assets is accounted for in accordance with the principal laid down in Accounting Standard 28 (AS 28) -Impairment of Assets.

14. Duties and Taxes

14.1 Excise duty is accounted for on clearance of goods from the Factory. Refund/Remissions of Excise duty as per provisions of Notification No. 33/99 CE dated 08.07.1999 is accounted for on accrual basis and disclosed as Other Income in the profit and loss account.

14.2 Refund of Excess/Short payment of duties, taxes, interest and other Levies are accounted for on cash basis.

B. NOTES TO ACCOUNTS

th1. Vinay Concrete and Aggregates Limited became, a subsidiary of the Company w.e.f. 27 January 2009 by virtue of the Company's holding of 98.80.% in the paid up share Capital of the said company.

2. The company has entered into an investment agreement, along with Calcom Cement India Limited, RCL Cements Limited and other individual promoters, with Deutsche Investitions – und Entwicklungsgesellschaft mbH (DEG), Germany and Netherladse Financierings- Matschappij voor ontwikkelings landan N.V. (FMO), Holland on 25th March, 2008 for an investment by FMO and DEG of Rs. 912,057,900/- by way of subscription of 69,900,000 Cumulative Participatory Compulsory Convertible Preference Shares of Rs. 10 each and 21,305,790 equity shares of Rs. 10 each in Calcom Cement India Limited for the purpose of development of the project and group restructuring. Based on agreement investment has been made by FMO and DEG of 13,694,210 preference shares of Rs. 10 each and 21,305,790 equity shares of Rs. 10 each during the year in Calcom Cement India Limited.

3. The Company had assigned its brand and trademark “Vinay” to Calcom Cement India Limited in 2005-06 for a sum of Rs. 70,000,000/- under an agreement dated 31.03.2006. By another agreement dated 01.04.2006 the company obtained the license from Calcom Cement India Limited for a period of 30 years to manufacture and sell the cement under the Brand name “Vinay” on payment of a license fee of Rs. 10/-

thper ton upto 30 November-2008. With effect from 1 December 2008, this amount was revised to Rs. 1,000/- per month as per revised agreement dated 3rd December, 2008.

4. The Company has been claiming and getting refunds of the excise duty paid, under Notification No. 33/99 CE dated 8.7.1999. The excise refund of Rs. 43,325,896/- (2007-08:Rs. 57,287,122) and interest subsidies for Rs. 4,347,814 (2007-08: Rs. 2,544,126) have been recognized during the year on accrual basis.

5. An Excise Refund claim of Rs. 4,545,581 was rejected by the Assistant Commissioner of Central Excise, Shillong against which the company preferred an appeal before the Commissioner (Appeals), Guwahati who vide Order in Appeal dated 22nd April 2009 has set aside the order and remanded the matter back to the Assistant Commissioner of Central Excise, Shillong with a direction to decide the matter in accordance with natural justice. The said refund claim of Rs. 4,545,581 is included in Advances recoverable in cash or kind or for value to be received in Schedule 10 “Loan and Advances”.

6. The Company is presently entitled to tax deductions under Section 80IC/80IB of the Income Tax Act, st1961 for a total period of ten years beginning from the date of increase of production capacity upto 31

March 2011 (Assessment Year 2011-12). The Company, however, has however recorded Income Tax provisions in terms of Section 115JB of the Income Tax Act, 1961.

44



7. Employee Benefits

(a) Details of Gratuity Plan (Unfunded)

Descript ion For the year

2008-09

(Rs .)

For the Year

2007-08

(Rs .)

1. Reconcil ia t ion of opening and clos ing

ba lances of ob l igat ion

a. Obligation at beginning of the year 1,633,329 1,263,754 b. Current Service Cost 352,286 361,551 c. Interest Cost 105,881 95,330 d. Actuarial (gain)/loss 1,051,810 197,141 e. Benefits paid 443,147 284,448 f. Obligation at end of the year 2,700,159 1,633,328

2. Reconcil iat ion of fa ir va lue of as sets and

ob l igat ions

a. Fair value of plan assets at close of the year 0 0 b. Present value of obligation at close of the year 2,700,159 1,633,328 c. Net Liability recognized in the balance sheet 2,700,159 1,633,328

3. Expense recognized during the year

a. Current service cost 352,286 361,551 b. Interest cost 105,881 95,330 c. Expected return on plan assets 0 0 d. Actuarial (gain)/loss 1,051,810 197,141 e. Expense recognized during the year 1,509,977 654,022

4. Assumptions

a. Discount rate (per annum) 7.50 % 8.50 % b. Rate of escalation in salary (per annum) 5.00 % 6.00 %

(b) Provident Fund - Company pays fixed contribution to provident fund at predetermined rates and

deposit with Commissioner of PF along with the deductions of Employees. The company has recognized an amount of Rs. 1,920,483 (2008-09 Rs. 1,298,403/-) in the profit & loss account as contributions under defined contributions schemes, being contribution to Provident fund.

8. Managerial Remuneration

Particulars Managing

Director

Whole Time

Director

Non Executive

Directors

(Rs.) (Rs.) (Rs.) Salary 2,400,000 917,633 NIL Contribution to provident fund

144,000 38,323 NIL

Leave Travel Assistance

NIL NIL NIL

Sitting Fees NIL NIL 10,000

TOTAL 2,544,000 955,956 10,000

2007-08 2,544,000 NIL 10,000

45



9. (Loss)/Earnings per share (EPS)

* Prorata for the year

10. Deferred Tax Liability

11. Contingent / disputed liabilities and claims not acknowledged as debts as could be ascertained from available records in addition to those stated elsewhere are as under :

46

S.No Particulars 31.03.2009

(Rs.)

31.03.2008

(Rs.)

I CONTINGENT LIABILITIES

a. Counter guarantees to Bank 3,434,611 1,100,000 b. Repayment guarantee for loans taken by

Subsidiary companies and Associates. 3,067,103,685 3,144,005,000

c. Income Tax Matter 2,448,134 8,330,000 II CLAIMS NOT ACKNOWLEDGED AS

DEBTS

a. Sales Tax Liability 193,911,029 103,550,000 b. Royalty 26,505,870 47,138,000 c. Entry Tax Liability 9,056,520 6,986,000 d. Other Disputed liabilities 9,204,297 34,195,000

For the year ended

31st March, 2009

For the year ended

31st March, 2008

Particulars

(Loss)/Profit after Taxation (27,767,315) 29,419,686

Weighted average number of Equity Shares Outstanding

Basic and Diluted (Loss)/Earnings Per Share-in Rupees (Face Value-Rs. 10 per Share)

18,899,870 16,674,850 *

1.76(1.47)

Particulars 31.03.2008

(Rs.)

Charge/(Credit)

for the year

(Rs.)

31.03.2009

(Rs.)

Deferred Tax Liability

Excess of Net Book value ofFixed Assets over tax writtendown value of Fixed Assets

Sub-Total (A)

Deferred Tax Assets

(i) Provision for Gratuity

(ii) Provision for Leave Encashment

Sub-Total (B)

Net Deferred Tax Liability

(A+B)

32,925,802

32,925,802

(917,784)

(219,418)

(1,137,202)

31,788,600

32,925,802

32,925,802

(917,784)

(219,418)

(1,137,202)

31,788,600

-

-

--

--



9 Related party disclosure :--

(1) List of Related Parties and relationships:

(a) Subsidiaries:

RCL Cements Limited

SCL Cements Limited

Vinay Concrete and Aggregates Ltd.

(b) Associated Companies:

Calcom Cement India Limited

Rotomac Textile & Investments Private Limited

J.C. Textiles & Finance Private Limited

Saroj Exim Private Limited

Saroj Commotrade Private Limited.

Saroj Vinimay Private Limited

Saroj Vanijya Private Limited

Pragati Veneer Private Limited

(c) Key Management Personnel:

Binod Kumar Bawri, Managing Director

Mahesh Kumar Srivastava, Whole Time Director

(d) Relatives of Key Management Personnel:

Ritesh Bawri

Vinay Bawri

Dimple Bawri

Nisha Bawri Singh

Mala Bawri

Related party relationships are as identified by the company and relied upon by the Auditors.

(2) Transactions carried out during the year with related parties referred in (1)(a) and (1)(b) above, in the ordinary course of business:

Nature of

Transaction

RCL Cements Limited Calcom Cement India

Limited

SCL Cements Limited Vinay Concrete

& Aggregates

Ltd.

2008-09 2007-08* 2008-09 2007-08* 2008-09 2007-08* 2008-09

2007-08

Investmentsmade

- 312,274,189 45,375,000- 16,123,000 13,525,000 494,000 -

ShareapplicationMoney paid

-

-

-

-

- 1,975,000 -- -

Payment ofRoyalty

498,930 855,933 - - - -

Sale of clinker 3,330,716 5,173,917 - - 4,680,000 - - -

Sale of Cement - - 1,263,096 - --- 8,500

Sale of Land - - - --Nil 2,440,000

CorporateGuaranteesIssued

- -161,666,667 123,853,018180,000,000 2,781,584,000 27,200,000 -

-

-

47

Advancesreceived bythe company

30,555,000 15,180,000 20,000,000 -224,795,186 30,100,000 - -

Advancesreturned bythe comapany

13,595,000 19,483,848 9,165,000 -143,566,806 30,100,000 - -



Nature of

Transaction

RCL Cements Limited Calcom Cement India

Limited

SCL Cements Limited Vinay Concrete

& Aggregates

Ltd.

2008-09 2007-08* 2008-09 2007-08* 2008-09 2007-08* 2008-09

2007-08

Loans madeby the company

Reimbursementof Expenses tothe company

Reimbursement of expenses by the company

Balances at

year end

31,713,034

5,864,641 17,842,000 160,137

170,569 22,987

31-3-2009 31-3-2008 31-3-2009 31-3-2008 31-3-2009 31-3-2008 31-3-2009 31-3-2008

Loans Made(Refer Schedule10)

Advancesreceived (ReferSchedule 11)

AdvancesGiven (ReferSchedule 10)

31,713,034

175,729,774 103,696,752 -

-

529,269

-

185,269

- 10,417,514 -

-

-

---

* Previous year figures have been certified by management and have been relied upon by the auditors.

(3) Transactions carried out during the year with Key Managerial Personnel Referred in (1)(c) above, in the ordinary course of business are as follows:

Nature of Transaction Binod Kumar Bawri Mahesh Kumar Srivastava

2008-09 2007-08 2008-09 2007-08

Remuneration 2,544,000 2,544,000 955,956 Nil

thCalcom Cement India Limited ceased to be subsidiary of the company w.e.f 17 September 2008.

13. Cement is the only identifiable business segment of the Company. Since the entire sales of the Company are affected in the domestic market, there is only one geographical segment.

14 The company has not received any memorandum (as required to be filled by the suppliers with the notified authority under The Micro, Small and Medium Enterprises Act, 2006) claiming their status as Micro, Small and Medium Enterprises. Consequently the amount paid/payable to these parties during the year is NIL.

15 During the year donation of Rs. 10,000/- was made to Indian National Congress.

48

16. Additional information pursuant to the provisions of Paragraphs 3, 4C and 4D of Part II to Schedule VI of the Companies Act, 1956 as applicable to the Company is as under:

(i) Sales

Class of goods 2008-09 2007-08

CementClinkerTotal

Unit

MTMT

Quantity Rs. Rs.Quantity

84,29723,221

107,518

342,310,20763,305,897

405,616,104

92,41719,227

111,644

357,658,27149,325,683

406,983,954

- -- - - -

-----

- - -

-------

- --

---



49

Particulars 2008-09 2007-08

ClinkersPurchaseCaptiveConsumption

Unit

MTMT


Nil96,709

(ii) Raw Materials and Stores and Spares Consumed


Lime Stone/DustClay/FlyashSandOthersSub-Total

Stores and sparesConsumedTotal

Unit

MTMTMTMT


158,49411,51316,673

NA187,617

NA

187,617

32,493,81314,878,7074,099,134

417,56351,889,217

20,702,282

72,591,499

132,14016,01610,334

NA159,431

NA

159,431

20,897,31424,564,8682,579,7442,116,170

50,158,096

22,416,985

72,575,081

(iii) Imported and indigenous raw materials and spare parts consumed

Description 2008-09 2007-08

IndigenousImportedTotal

% Amount (Rs.)

100NIL100

72,591,499NIL

72,591,499

100NIL100

72,575,081Nil

72,575,081

% Amount (Rs.)

(iv) Inventories


CementClinker

3,81927,556

17,288,14356,351,304

2,2167,256

5,681,88415,403,702

Unit Category

MTMT

Finsihed GoodsWork in Progress

Quantity Rs. Quantity Rs.

(v) Purchases and Captive Consumption

NilNA

NilNA

Nil94,621

(vi) Capacities and Production


CementClinker

Unit

MTMT

AnnualLicensedCapacity

AnnualInstalledCapacity

ActualProduction

AnnualLicensedCapacity

AnnualInstalledCapacity

ActualProduction

N.A.N.A.

N.A.N.A.

240,000240,000

85,900117,009

240,000240,000

90,88693,352

Notes:(a) Installed Capacities are as certified by management and have been relied upon by the auditors, as this is a technical matter.

17 Figures for the previous year have been regrouped/ rearranged wherever necessary.

18 Figures have been rounded off to the nearest rupee.

For & on Behalf of Board Binod Kumar Bawri Mahesh Kumar Srivastava Chairman-cum-Managing Director Whole-time Director

PR. Sivasankar Company Secretary

Place: KolkataDated: 30.06.2009



INFORMATION PURSUANT TO PART 1V OF SCHEDULE VI TO THE COMPANIES ACT, 1956

Abstract of Balance Sheet and Company's general Business profile

1. Registration details Amount (Rs.)

Registration No.

Balance Sheet Date

2553

31.03.2009

State Code 02

2. Capital raised during the year

Public Issue Bonus Issue

Rights Issue

Private placement

-

-

-

-

3. Position of Mobilization and Deployment of Funds

Total Liabilities 856,546,075 Total Assets 856,546,075

Sources of Funds:

Paid up Capital

Secured Loans

188,998,700

97,111,248

Reserves & Surplus

Unsecured Loans

570,436,127

Nil

4. Application of Funds

Net Fixed Assets

Net Current Assets

Accumulated losses

161,920,882

233,699,904

Nil

Investments

Misc. Expenditure

460,925,289

Nil

5. Performance of the Company

Turnover

Profit Before Tax

Earning per share

389,653,929

4,866,285

(1.47)

Total Expenditure

Profit After Tax

Dividend rate %

379,676,934

(27,767,315)

Nil

6. Generic Names of the Principal Product of the Company

Item Code No. (ITC Code)

Product Description

25232900

Ordinary Portland Cement

50



Cash Flow Statement for the year ended 31st March, 2009

2008-09

(Rs.)

2007-08(Rs.)

A. Cash Flow from Operating Activities

Profit before tax 4,866,285 33,898,702

Adjustments for:Fixed Assets written off 1,600,163 -

Depreciation 23,684,007 23,271,218

Interest Expenses 14,298,440 12,315,925

Operating profit before working capital changes 44,448,895 69,485,845

(Increase)/Decrease in Inventories (69,287,187) 1,037,861

Decrease/(Increase) in Sundry Debtors 34,760,865 (29,119,131)

(Increase) in Other Current Assets, Loans & Advances (33,915,711) (4,368,180)

Increase in Current Liabilities and Provisions 73,552,906 26,060,776

Cash Generated from Operations 49,559,768 63,097,171

Direct Taxes paid (1,003,031) (4,479,015)

Net Cash from operating Activities 48,556,737 58,618,156

B. Cash flow from Investing Activities

Sale of Fixed Assets - 576,177

Purchase of Fixed Assets (1,453,632) (16,672,225)

Purchase of Investments in subsidiary (16,617,000) (371,174,189)

Net Cash used in Investing Activities (18,070,632) (387,270,237)

C. Cash Flow from Financing Activities

Increase in Share Capital - 88,998,700

Share Premium - 222,496,750

Repayment of borrowings (20,159,556) (1,527,332)

Proceeds from borrowings - 35,071,198

Interest paid (14,273,074) (12,315,925)

Net Cash (used in)/ from Financing Activities (34,432,630) 332,723,391

D. Net (Decrease)/Increase in Cash & Cash Equivalents (A+B+C) (3,946,525) 4,071,310

Cash & Cash Equivalents as at the beginning of the year 9,047,751 4,976,441

Cash & Cash Equivalents as at the end of the year (*) 5,101,226 9,047,751

* Includes restricted balance of Rs.1,617,851(31.03.08 - Rs.1,299,195)

As per our report of even date annexed For and on behalf of the BoardFor Deloitte Haskins & SellsChartrered Accountants





51



Auditor's Report to the Board of Directors of

Vinay Cements Limited on Consolidated Financial Statements

1. We have audited the attached Consolidated Balance Sheet of Vinay Cements Limited and its subsidiaries (collectively referred to as “the Group”) as at 31st March, 2009, the Consolidated Profit and Loss account for the year ended on that date and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted auditing standards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. (a) We did not audit the financial statements of 1 subsidiary whose financial statements reflect total assets of Rs. 0.5 million as at 31st March, 2009, total revenue of Rs. Nil and net cash inflows amounting to Rs. 0.46 million for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts included in respect of the subsidiary is based solely on the report of other auditors.

(b) The financial statements of the associate, referred to in Schedule 23B(2) of the financial statements, of which we are the auditors, were not available for consolidation purposes because the financial statements have not yet been approved by the Board of Directors. Accordingly the financial results of this associate, to the extent included in the Consolidated Financial Statements, are based on draft financial statements.

4. We report that the consolidated financial statements have been prepared by the Company's management in accordance with requirements of Accounting Standard 21- Consolidated Financial Statements and Accounting Standard 23 - Accounting for Investments in Associates in Consolidated Financial Statements notified by the Central Government under Companies (Accounting Standards) Rules, 2006, except as stated in paragraph 5(f) below.

5. Based on our audit as aforesaid and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements subject to:

(a) Since documents relating to income tax assessment orders, notices, demands and other communication with the Income Tax authorities were not available for our verification in respect of Vinay Cements Limited and its subsidiary RCL Cements Limited we are unable to comment on the adequacy of charges and provisions made for income tax and deferred tax and of the adequacy of contingent liabilities for income tax disclosed in Schedule 23B(8)of the financial statements;

(b) Since documents relating to sales tax assessment orders, notices, demands and other communication with Sales tax authorities were not available for our verification in respect of Vinay Cements Limited and its subsidiary RCL Cements Limited we are unable to comment on the adequacy of provisions for sales tax and the adequacy of contingent liabilities for sales tax disclosed in Schedule 23B(8) of the financial statements;

(c) Since satisfactory information pertaining to Ageing of Debtors is not available for Vinay Cements Limited and RCL Cements Ltd, we are unable to comment on the classification of Sundry Debtor balances (disclosed in Schedule 9 of the financial statements) between outstanding for over 6 months and Others and consequently on the provision for bad and doubtful debtors required, if any;

52

CONSOLIDATED FINANCIAL STATEMENTS



(d) Since the basis for recognition of the same was not adequately explained, we are unable to comment on the Capital Reserves amounting to Rs 5,192,605 at 31 March 2009 disclosed in the Consolidated Balance Sheet and the transfer of Rs 158,400 from such Capital Reserves to Other Income during the year;

(e) Consequent to our remarks in paragraph 3(b) above, the group share of losses in the Associate and the carrying amount of investment in the Associate would be affected if the audited financial statements of the Associate were to differ from the draft financial statements of the Associate.

(f) As disclosed in Schedule 23B(3) of the Consolidated Financial Statements, the Consolidated Profit and Loss Account does not consider the share of losses/ profit of a subsidiary from 1 April 2008 to 17 September 2008 ( the date when it ceased to be a subsidiary and became an Associate) which is not in accordance with the requirements of Accounting Standard 21. Losses of the Associate for the entire year are considered in computing Group share of losses in the Associate (instead of this being computed from the date of becoming an associate till the end of the year as is required by Accounting Standard 23). Moreover Goodwill/ Capital Reserve arising on the date on which the subsidiary became an Associate could not be determined and has not been disclosed as required by Accounting Standard 23 .

give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2009;

b. in the case of the Consolidated Profit and Loss Account, of the loss of the Group for the year ended on that date; and

c. in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For DELOITTE HASKINS & SELLS Chartered Accountants

A.BhattacharyaPartnerMembership No: 54110Place: Kolkata Date: 30th June, 2009

53



Consolidated Balance Sheet as at 31st March, 2009

SCHEDULE

2009

(Rs.)

2008(Rs.)

SOURCES OF FUNDS Shareholders' Fund Share Capital 1 188,998,700 188,998,700 Share application Money - 100,000 Reserves & Surplus 2 730,189,160 786,828,174 Minority Interest 330,736 249,358,215 Loan Funds 3 Secured Loans 335,895,903 351,875,397 Unsecured Loans 7,845,021 11,763,151 Deferred Tax Liability 4 54,311,117 -Total 1,317,570,637 1,588,923,637

APPLICATION OF FUNDS Fixed Assets 5 Gross Block 815,545,691 811,896,072 Less: Depreciation 402,377,805 385,218,385 Net Block 413,167,886 426,677,687 Capital Work In Progress 6 2,290,853 534,172,285 415,458,739 960,849,972 Investments 7 395,210,266 -

Current Assets, Loans & Advances Current Assets Inventories 8 169,604,510 88,047,397 Sundry Debtors 9 325,706,199 411,374,061 Cash & Bank Balances 10 11,353,283 29,512,178 Other Current Assets 11 2,961,402 4,058,364 Loans & Advances 12 225,305,520 212,534,468 734,930,914 745,526,468 Less : Current Liabilities & Provisions Current Liabilities 13 208,150,705 116,937,971 Provisions 13A 19,916,122 16,092,332 Net Current Assets 506,864,087 612,496,165 Miscellaneous Expenditure 22 37,545 15,577,500 (To the extent not written off or adjusted)Total 1,317,570,637 1,588,923,637


The accompanying schedules form or integral part of this Balance sheet


(A.Bhattacharya)PartnerPlace: KolkataDated : 30th June,2009

Mahesh Kumar Srivastava Binod Kumar Bawri Whole-time-Director Chairman-cum-Managing Director


54



Profit and Loss Account for the year ended 31st March, 2009

SCHEDULE

2008-09

(Rs.)

2007-08(Rs.)

Income

Gross Sales 636,556,296 626,115,326

Less: Excise Duty 102,795,359 10,447,035

Net Sales 533,760,937 615,668,291

Other Income 14 77,025,045 16,739,452

610,785,982 632,407,743

Expenditure

Manufacturing Expenses 15 389,739,437 310,348,361

(Increase)/Decrease in Inventories 16 (65,619,422) 4,935,690

Personnel Expenses 17 52,784,284 43,880,924

Administrative and Other Expenses 18 136,163,909 130,312,487

Interest Expenses 19 42,324,917 29,593,219

Preliminary Expenses written off 415,000 -

Depreciation 5 34,335,486 30,899,314

590,143,611 549,969,995

Profit before tax & Prior Period items 20,642,371 82,437,748

Prior Period Expenses 20 5,110,710 -

Profit Before Tax 15,531,661 82,437,748

Provision for Taxation 21 56,660,241 13,186,316

Profit/(Loss) After Tax before Share of Results (41,128,580) 69,251,432 of Associates and Minority InterestsShare of Net loss of Associates 15,668,834 -

Profit/(Loss) After Tax before Minority Interests (56,797,414) 69,251,432

Minority Interest - 6,653

Net profit (56,797,414) 69,244,779

Balance brought forward from previous year 308,550,580 239,305,801

Balance carried forward 251,753,166 308,550,580

(Loss)/Earnings per Share (3.01) 4.15

Diluted (Loss)/ Earnings Per Share (3.01) 4.15


The accompanying schedules form or integral part of this Balance Sheet



Place: KolkataDated : 30th June, 2009



55



Schedules forming part of Consolidated Accounts as at 31st March, 2009

2009

(Rs.)

2008(Rs.)

SCHEDULE 1 Share Capital

Authorised

30,000,000 Equity Shares of Rs. 10/- each 300,000,000

Issued ,Subscribed and Paid up

10,000,000 Equity Shares of Rs. 10/- each fully paid up 100,000,000 100,000,000

8,899,870 Equity Shares of Rs.10/-each fully paid up 88,998,700 88,998,700

(issued on preferential basis for consideration other than cash)

188,998,700 188,998,700

SCHEDULE 2 Reserves & Surplus

Capital Reserves 75,192,605 75,034,205 Capital Reserve on consolidation 180,746,639 180,746,639 Share Premium Account 222,496,750 222,496,750 Surplus as per Profit and Loss Account 251,753,166 308,550,580

730,189,160 786,828,174

SCHEDULE 3 Loan Funds

Secured Loans

Loans and Advances from Banks and Institutions Cash Credit 168,868,877 158,026,193

Demand Loan 30,000,000 60,000,000

Term loan 111,075,667 31,538,401

Vehicle and Equipment Loans 25,191,443 102,310,803

Interest Accrued & Due 759,916 -

335,895,903 351,875,397

Unsecured Loans

From Bodies Corporate 7,845,021 11,763,151

7,845,021 11,763,151

343,740,924 363,638,548

SCHEDULE 4 Deferred Tax Liability

Deferred Tax AssetsOn Provision for Gratuity 1,125,962 -

On Provision for Leave Encashment 294,228 -

On Unabsorbed Depreciation 3,370,736 -

4,790,926 -

Deferred Tax Liabilities

On Excess of book value of Fixed assets over tax written down value of Fixed Assets 59,102,043 -

59,102,043 -Deferred Tax Liability 54,311,117 -

300,000,000

56



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30

127,

184,

403

622,

195,

681

5,52

5,06

9

452,

800

12,6

62,8

86

26,1

87,1

22

815

,545

,691

811,8

96,0

73

1,8

14,1

48

31,3

81,1

12

319,5

98,8

86

5,7

38,5

73

564,7

07

12,9

52,4

90

6,4

37,3

03

378,4

87,2

19

@@

349,4

67,3

17

-

519,8

63

3,7

67,7

38

28,4

07,9

58

332,8

63

64,8

29

380,4

90

861,7

45

34,3

35,4

86

36,2

39,4

32

- -

5,8

66,8

71

852,8

64

363,0

96

1,2

46,4

39

2,1

15,6

30

10,4

44,9

00

488,3

64

-

2,33

4,01

1

35,1

48,8

50

342,

139,

973

5,21

8,57

2

266,

440

12,0

86,5

41

5,18

3,41

8

40

2,3

77

,80

5

385,2

18,3

85

-

19,0

03,7

19

92,0

35,5

53

280,0

55,7

08

306,4

97

186,3

60

576,3

45

21,0

03,7

04

41

3,1

67

,88

6

426,6

77,6

88

66,4

65,2

31

53,3

02,2

59

85,8

29,2

62

211,5

56,2

41

1,2

31,3

88

409,6

57

2,3

37,7

70

5,5

45,8

80

42

6,6

77,6

88

@@

@

57



Schedules forming part of Consolidated Accounts (Contd.) as at 31st March, 2009

2009

(Rs.)

2008(Rs.)

SCHEDULE 6 Capital Work in ProgressA) Other Capital Work in Progress 2,285,338 354,379,182

B) Pre-operative expenses pending allocation to Fixed assets

Opening balance - 119,501,325Add: Incurred during the year

Personnel Salary,Wages and Allowances - 15,519,537Contributions to Provident Fund etc. - 835,775Welfare Expenses - 382,666

Administrative & Other ExpensesRent - 1,935,650Power - 277,034Rates & Taxes - 59,072Insurance - 247,021Travelling, Conveyance & Vehicle Operations - 8,636,628(Rs19,03,900/-in foreign Exchange)Communication - 1,726,236Printing & Stationary - 540,234Postage & Telegrams - 170,772Legal & Professional Fees & expenses - 15,115,674Conferences - 5,944Subscriptions - 3,493,562Repairs & Maintenance – others - 584,181Director's Remuneration - 4,590,000Miscellaneous Expenses 5,515 1,311,065Sales Promotion Expenses - 903,702Depreciation - 2,849,179

Finance ExpensesBank Charges - 1,156,525Interest (Net) - (670,698)

Less : Other Income 5,515 179,171,084Misc. Receipts - 23Dividends - 683,250Brand Royalty - 199,169

5,515 178,288,642

Add:Fringe Benefit Tax - 502,099Provision for Income Tax - 1,002,362

Balance carried forward (B) 5,515 179,793,103

Grand Total (A+B) 2,290,853 534,172,285

58




2009

(Rs.)

2008(Rs.)

SCHEDULE 7 Investments

Long Term Unquoted Calcom Cement India Ltd41,087,910 equity shares of Rs 10/- each fully paid Cost of acquisition: 410,879,100 - Less: Group share of losses upto 31-3-2009 15,668,834 395,210,266 -

395,210,266 -

SCHEDULE 8 Inventories

Raw Materials 18,772,525 26,135,869

Stores, Spares, Fuel and packing Material 46,462,561 23,169,674

Work In Progress 73,577,531 28,186,735

Finished Goods 30,791,893 10,555,119

169,604,510 88,047,397

SCHEDULE 9 Sundry Debtors

Unsecured 95,086,957 88,629,906

Over 6 months 233,575,591 325,700,504

Others 328,662,548 414,330,410

Of the above - Considered Good 325,706,199 411,374,061

- Considered Doubtful 2,956,349 2,956,349

328,662,548 414,330,410

Less: Provisions for doubtful debts 2,956,349 2,956,349

325,706,199 411,374,061

SCHEDULE 10 Cash & Bank Balances

Cash on hand 171,553 165,481

Balance with Schedule banks In Current Accounts 8,008,829 28,047,502

In Term Deposit Accounts ( pledged against guarantees) 3,172,901 1,299,195

11,353,283 29,512,178

SCHEDULE 11 Other Current Assets

Deposits 2,224,775 3,124,435

Prepaid Expenses 671,859 933,929

Interest Accured 64,768 -

2,961,402 4,058,364

59




2009

(Rs.)

2008(Rs.)

SCHEDULE 12 Loans & Advances

Loans to Others 655,628 27,272,354

Advance (Recoverable in cash or in kind or for value to be received) 113,992,908 79,442,027

Advance Income Tax 40,069,719 18,686,166

Advance Fringe Benefit Tax 630,094 -

Claims / Subsidy Receivables 51,904,922 85,092,800

Balance with Central Excise etc. 18,565,239 2,041,121

VAT Receivables 729,240 –

226,547,750 212,534,468

Of the above - Considered Good 225,305,520 212,534,468

Considered Doubtful 1,242,230 -

226,547,750 212,534,468

Less: Provision for doubtful Advances 1,242,230 -

225,305,520 212,534,468

SCHEDULE 13 Current Liabilities

Sundry Creditors- Total outstanding dues from Micro and small Enterprisses - -

- Total outstanding dues from other than Micro and small enterprises 79,620,594 80,962,786

Advance from Customers 88,760,031 6,155,900

Security Deposit 11,802,280 2,736,169

Other Liabilities 27,967,800 25,780,579

Interest accrued but not due - 1,302,537

208,150,705 116,937,971

SCHEDULE 13A Provisions

Provision for Tax - Income Tax 14,968,842 13,062,331

- Fringe Benefit Tax 704,671 -

Provision for Leave Encashment 897,609 -

Provision for Gratuity 3,345,000 3,030,001

19,916,122 16,092,332

60



Schedules forming part of Consolidated Accounts (Contd.) for the year ended 31st March, 2009

2008-09

(Rs.)

2007-08(Rs.)

SCHEDULE 14 Other Income Interest on Fixed Deposits 180,597 105,252 Profit on Sale of Fixed Assets - 50,000 Interest Subsidy 7,186,153 -Excise Remission / Refund 69,055,517 -Dividend from Current Investments 231,633 -Remission of VAT - 16,425,800 Deferred Credit Subsidy recognised 158,400 158,400 Liabilities no longer require Written back 212,745 - 77,025,045 16,739,452

SCHEDULE 15 Manufacturing Expenses

Raw Material Consumed 85,595,875 79,103,947 Power & Fuel 250,853,371 166,348,535 Consumption of Stores & Spares 23,006,593 26,468,664 Packing Material Consumed 19,087,374 22,652,924 Transportation & Handling 9,073,208 7,210,421 Repairs & Maintenance -Buildings 173,184 689,913 -Plant & Machinery 1,949,832 5,558,239 Others - 2,315,718 389,739,437 310,348,361

Schedule 16 (Increase)/Decrease in Inventories

Opening StockWork In Progress 28,186,735 29,172,425 Finished Goods 10,555,119 14,505,118 38,741,854 43,677,543 Closing StockWork In Progress 73,577,531 28,186,734 Finished Goods 30,791,893 10,555,119 Adjustment of Excise duty on closing stock of manufactured finished Goods (8,148) - 104,361,276 38,741,853 (Increase) / Decrease (65,619,422) 4,935,690

SCHEDULE 17 Personnel Expenses

Salaries , Wages & Bonus 48,085,912 39,990,272 Contributions to Provident Fund & Other Fund 2,693,341 2,083,277 Workmen & Staff welfare Expenses 2,005,031 1,807,375 52,784,284 43,880,924

61




2008-09

(Rs.)

2007-08(Rs.)

SCHEDULE 18 Administrative and Other Expenses

Rent 1,686,624 1,847,549

Rates & Taxes 2,242,473 253,114

Electricity 10,850 95,746

Insurance 1,067,679 1,641,892

Bank Charges 1,812,255 3,456,510

Travelling & Conveyance 4,959,031 3,695,874

Communications 1,198,054 1,099,717

Legal & Professional Charges 5,968,727 2,965,904

Auditors' Remuneration - Statutory Audit Fee 1,224,720 651,685

- Tax Audit Fee 200,000 150,000

- For Certification & Other Work 200,000 70,442

Reimbursement of Expenses - 19,812

Internal Auditors Fees and Expenses 152,060 674,160

Printing & Stationery 266,730 263,413

Repairs & Maintenance 75,406 112,843

Miscellaneous 2,648,511 1,564,650

Loss on Sales of Assets - 178,771

Provision for Doubtful Advances 1,242,230 -

Balances/ Provisions written off (net) - 1,615,676Fixed Assets Written Off 2,177,770 -

Freight 100,254,737 108,073,455

Advertisements 622,205 -

Commission - Commission to Selling Agent 95,251 353,500

- Brokerage & Discount 3,585,048 868,614

Royalty on Brand 892,005 -

Other selling expenses 3,581,543 659,160

136,163,909 130,312,487

SCHEDULE 19 Interest Expenses

Interest on Fixed Loans 18,805,267 16,490,237

Interest - Others 23,519,650 13,102,982

42,324,917 29,593,219

62




2008-09

(Rs.)

2007-08(Rs.)

SCHEDULE 20 Prior Period Expenses

Transportation 1,035,824 -

Land Tax 500,000 -

Communications 563 -

Interest on Security Deposit 331,500 -

Internet Charges 129,214 -

Professional Charges 279,580 -

Raw Material Consumed 1,304,558 -

Discount Given 469,882 -

Other Transportation Charges 1,059,589 -

5,110,710 -

SCHEDULE 21 Provision For Taxation

Income Tax for the YearCurrent Tax 1,950,000 11,458,479

Deferred Tax (5,004,191) -

Fringe Benefit Tax 399,124 -

(2,655,067) 11,458,479

Income Tax for prior years - 1,727,837

Deferred Tax for prior years 59,315,308 -

59,315,308 1,727,837

56,660,241 13,186,316

SCHEDULE 22 Miscellaneous Expenditure

(to the extent not written off or adjusted)Preliminary Expenses 37,545 15,577,500

37,545 15,577,500

63



Schedules to the Consolidated Accounts

SCHEDULE 23

NOTES TO ACCOUNTSstFor the year ended 31 March 2009

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation of Financial statements

The Consolidated Financial Statements (CFS) has been prepared in accordance with Accounting Standard 21 (AS 21)-“Consolidated Financial Statements”, Accounting Standard 23 (AS 23) - “Accounting for Investments in Associated in Consolidated Financial Statements”, notified by the Companies (Accounting Standard) Rules 2006. The CFS has been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year

2 Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent amounts as at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.

3. The consolidated financial statements relating to Vinay Cements Limited and its subsidiaries RCL Cements

Ltd., SCL Cement Ltd. and Vinay Concrete and Aggregates Ltd. have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses. The Intra-group balances and intra-group transactions and resulting unrealised profits have been eliminated in full. Unrealised losses resulting from intra-group transactions have also been eliminated in accordance with Accounting Standard AS 21;

b) The shortfall in the cost of investment in subsidiaries compared to the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Capital Reserve.

c) Minority Interest's share of net profit/loss for the year is identified and adjusted against the income of the group in order to arrive at the income attributable to shareholders of the Company.

d) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company's shareholders.

e) The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If the accounting policies are different for parent and subsidiaries, the fact has been disclosed together with the proportions of the items in the Consolidated Financial Accounts to which the different accounting policies have been applied.

4. Fixed assets / Capital Work-in-Progress

4.1 Fixed Assets are stated at cost of acquisition or construction, less accumulated depreciation.

4.2 All costs, including financing costs, till the assets are ready to be put to use, wherever applicable, are capitalized. Loss/gain from foreign exchange fluctuations arisen up to end of the year relating to borrowings/liabilities attributable to fixed assets is also capitalized. All subsequent Loss/gain are recognized in the Profit and Loss Account.

4.3 Items of fixed assets that have been retired from active use and are held for sale are stated at the lower of their net book values and net realizable values and are appropriately disclosed in the financial statements. Any expected loss is recognized immediately in the profit and loss account.

64



4.4 Expenditure incurred during construction period:Aparts from cost related directly to the construction of an asset or the project, indirect expenses incurred up to the date of commencement of commercial production which are incidental and related to construction are also capitalized with the cost of respective assets.

5 Depreciation

Depreciation on fixed assets is provided on Straight Line Method at the rates specified in Schedule XIV to the Companies Act, 1956 on pro-rata basis, other than mobile phones for which depreciation is charged at the rate of 100% in the year of acquisition.

6 Investments

Investments that are intended to be held for more than a year, from the date of acquisition, are classified as long-term Investments and are carried at cost. However, provision for diminution in the value of investments is made to recognize a decline, other than temporary, in the value of the investments. Investments other than long-term investments being current investments are valued at cost or fair value whichever is lower. Income from Investments is included together with the related tax credit, if any, in the Profit and Loss Account. Investments in associates are accounted for using the equity method.

7 Inventories

7.1 Raw Materials, stores and spares, packing material and fuel are valued at cost determined on weighted average basis. Cost is determined as per Accounting Standard AS-2 “Valuation of Inventories”.

7.2 Cost of Finished goods and work in progress are calculated using weighted average cost method.

7.3 Work in progress is valued at cost or net realizable value whichever is lower.

7.4 Finished goods are valued at cost or net realizable value whichever is lower.

8. Provisions & Contingent liabilities

Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” are disclosed by way of notes to the accounts. Provision is made if it is probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability. A Contingent liability is disclosed, unless the possibility of an outflow of resources is remote.

9 Revenue recognition

Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection. Sales represent value of goods sold, net of returns and discounts.

10. Subsidies

Subsidies are recognized on the basis of claims filed. Adjustments for shortfall in sanctions / disbursements are made in the year of sanctions / receipts, except where otherwise stated.

11. Borrowing Costs

Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

12. Employee BenefitsShort Term employee benefits (benefits which are payable within twelve months after the end of the period in which the employees render service) are measured at cost.The costs of providing Leave Encashment (a long term employee benefit) and Gratuity (a post employment benefit), both of which are defined benefit plans, are determined using the Projected Unit Credit Method, on the basis of actuarial valuations carried out by third party actuaries at each balance date. The leave encashment and gratuity benefit obligations recognized in the balance sheet represent the present value of the obligations as reduced by fair value of plan assets, if any. Any asset resulting from this calculation is limited to the discounted value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. Actuarial gains and losses are recognized immediately in the profit and loss account as income or expense.

65



13. Income Tax

Income taxes are accounted for in accordance with Accounting Standard (AS) - 22 on “Accounting for Taxes on Income”. Taxes comprise both current and deferred tax.

Current tax is measured at the amount expected to be paid/recovered from the revenue authorities, using the applicable tax rates and laws.

The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax liability. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing differences. They are measured using the substantively enacted tax rates and tax regulations. The carrying amount of deferred tax assets at each Balance Sheet date is reduced to the extent that it is no longer reasonably certain that sufficient future taxable income will be available against which the deferred tax asset can be realized.

Fringe Benefit Tax (FBT) payable under the provisions of section 115WC of the Income Tax Act, 1961 is in accordance with the Guidance Note on “Accounting for Fringe Benefits Tax” issued by the Institute of Chartered Accountants of India

14. Impairment Loss

Impairment of Assets is accounted for in accordance with the principal laid down in Accounting Standard 28 (AS 28) -Impairment of Assets.

15 Duties and Taxes

15.1 Excise duty is accounted for on clearance of goods from the Factory. Refund/Remissions of Excise duty as per provisions of Notification No. 33/99 CE dated 08.07.1999 is accounted for on accrual basis and disclosed as Other Income in the profit and loss account.

15.2 Refund of Excess/Short payment of duties, taxes, interest and other Levies are accounted for on cash basis.

66

B. NOTES TO ACCOUNTS: 1. The subsidiary companies considered in the consolidated financial statements are:

Name of the Comapany Country ofIncorporation

Date on which itbecame subsidiary

% of Companiesshareholding andvoting power therein

SCL Cements Limited

RCL Cements Limited

Vinay Concrete and

Aggregates Ltd.

India

India

India

22.06.2007

30.06.2007

27.01.2009

99.27%

99.98%

98.80%

stThe financial statements of all subsidiaries, considered in the consolidated accounts are drawn upto 31 March, 2009.

2. The Associate company considered in the consolidated financial statement is:

Name of the Company Country ofIncorporation

Percentage ofownership

interest at 31stMarch, 2009

Percentage ofownership interest

at 31st March 2008

Calcom Cement India Limited* India 47.06% 62.25%

stThe financial statements of the Associate, considered in the consolidated accounts are drawn upto 31 March, 2009. Draft Financial Statements of the Associate have been considered for consolidation purposes pending approval of the Financial Statements by the Board of Directors of the Associate.

th* Ceased to be a subisidary and became an associate w.e.f. 17 September 2008.



st th3. Losses/ Profits made by Calcom Cement India Ltd (CCIL) from 1 April 2008 to 17 September 2008 (the date on which CCIL ceased to be a subsidiary and became an associate) have not been considered in the consolidated profit and loss account of the group because a Profit and Loss Account for CCIL for the

st thperiod from 1 April 2008 to 17 September 2008 was not readily available. Accordingly the losses made stby CCIL for the year ended 31 March 2009 have been considered while determining the group's share in

net losses of the Associate for the year ended 31 March 2009, instead of considering CCIL's losses from th stthe period from 17 September 2008 to 31 March 2009. Since the Financial Statements of CCIL on the

date when it became an Associate is not available, it has not been possible to compute Goodwill/ Capital Reserves on acquisition of the Associate in terms of AS 23.

4. Managerial Remuneration:

Particulars Managing Director Whole Time

Director

Non Executive

Directors

Salary

Contribution to provident fund

Leave Travel Assistance

Sitting Fees

Total

Previous year

4,570,968

274,258

Nil

5,000*

4,850,226

5,088,000

917,633

38,323

Nil

Nil

955,956

Nil

Nil

Nil

Nil

37,500

37,500

20,000

*Paid to Mr. Vinay Bawri in the capacity of Non Executive Director.

(Rs.)

67

5. Deferred Tax Liability :

Particulars 31.03.2008

(Rs.)

Charge/(Credit)for the year

(Rs.)

31.03.2009

(Rs.)

Deferred Tax Liability

Excess of Net Book value ofFixed Assets over tax writtendown value of Fixed Assets

59,102,043- 59,102,043

Sub-Total (A) 59,102,043- 59,102,043

Deferred Tax Assets

(I) Provision for Gratuity(ii) Provision for Leave Encashment(iii) On Unabsorbed Depreciation

Sub-Total (B)

Net Deferred Tax Liability (A+B)

1,125,962- 1,125,962

294,228- 294,228

3,370,736- 3,370,736

54,311,117- 54,311,117

4,790,926 4,790,926

6. (Loss)/ Earnings Per Share

Particulars For the year ended

31st March, 2009

For the year ended

31st March, 2008

Net Profit after Tax (after adjusting MinorityInterest as per profit and loss account)

Weighted Average number of equity sharesused as denominator for calculating EPS

Basic and Diluted (Loss)/Earnings Per Share

(56,797,414) 6,92,44,779

18,899,870 16,674,850*

(3.01) 4.15

* Pro-rata for the year

(Rs.)



7. Cement is the only identifiable business segment of the Company. Since the entire sales of the Company are effected in the domestic market, there is only one geographical segment.

8. ADDITIONAL INFORMATION

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.1,893,102/- (31 March 2008: Rs 1,846,400/-),

b) Contingent Liabilities

Particulars 31st March, 2009 31st March, 2008

Corporate Guarantees Issued

Counter Guarantees to banks

Sales Tax/VAT

Income Tax

Entry Tax

Royalty

Others claims under dispute

5,957,003,685

4,987,881

193,911,029

101,532,653

16,369,285

26,505,870

15,996,612

6,101,705,000

1,100,000

103,550,000

56,384,435

12,874,563

47,138,000

41,041,245

68

9. Related Party disclosure

(i) List of related parties Other than subsidiaries and relationships

(a) Associate Companies

Calcom Cement India Limited,

The following have not been considered for accounting purposes since the group has not made any investments in these companies:

Rotomac Textile & Investments Private Limited

J.C. Textiles & Finance Private Limited

Saroj Exim Private Limited

Saroj Commotrade Private Limited

Saroj Vinimay Private Limited

Saroj Vanijya Private Limited

Pragti Veneer Private Limited

(b) Key Management Personnel :

Mr. Binod Kumar Bawri

Mrs. Saroj Bawri

Mr. Ritesh Bawri

Mr. Vinay Bawri

(c ) Relatives of the key Management personnel

Mrs. Dimple Bawri

Mrs. Nisha Bawri

Ms. Mala Bawri Transactions carried out during the year with related parties referred in 9 (a) above, in ordinary course of business.

Related party relationship is as identified by the Company and relied upon by the Auditors.



Nature of Transaction Associates Key Management Personnel

2008-09 2007-08 2008-09 2007-08

Sale of Goods 1,938,048 32,000 - -

Investment Made - 80,755,000 - -

Share Application money Paid - 9,895,000 - -

Remuneration to Key - - 5,670,924 4,944,000 Management Personnel

Payment of Royalty 892,005 1,569,540 - -

Corporate Guarantee Issued 5,576,584,000 2,890,000,000 - -

Advances Received by theGroup 178,288,000 - - -

Advances Returned by 153,820,000 - - -the Group

Reimbursement of Expenses 268,947 21,982 - -

(Rs.)

69

Balance as on 31st March 2009

Advances Received by the Group 58,060,030 35,549,931 - -

Advances recoverable by the Group 525,269 185,269 - -

10. Figures for the previous year have been regrouped/ rearranged wherever necessary.

11. Figures have been rounded off to the nearest rupee.

For & on Behalf of Board



KolkatathDate: 30 June, 2009



Consolidated Cash Flow Statement for the year ended 31st March, 2009

2008-09

(Rs.)

2007-08(Rs.)

A. Cash Flow from Operating ActivitiesProfit before tax 15,531,662 82,437,748 Adjustments for:Fixed assets written off 2,177,770 -Deferred Credit Subsidy recognised (158,400) (158,400)Minority Interest - (6,653)Depreciation 34,335,486 30,899,314 Interest Expense 42,324,917 33,049,729

Interest Income (81,573)Dividend Income (231,633)Preliminary Expenses Written Off 415,000 Operating profit before working capital changes 94,313,229 146,221,738 Add/(Less) : Movements in Working Capital

(Increase) in Inventories (81,557,114) (20,927,837) Decrease / (Increase) in Sundry Debtors 85,667,862 (212,534,145) (Increase) in Other Current Assets (77,485) - (Increase) in Loans & Advances (102,654,670) (94,681,782) (Increase) / Decrease in Current Liabilities and Provisions 130,269,933 (29,141,955)

Cash Generated / Used in Operation 125,961,755 (211,063,981)Direct Taxes Paid (7,342,356) (13,186,316)Net Cash Flow from operating Activities 118,619,399 (224,250,297)

B. Cash flow from Investing ActivitiesSale of Fixed Assets - 50,000 Purchase of Fixed Assets (126,253,776) (264,700,413)Capital Work in Progress 27,293,995 (354,379,181)Interest Received 16,805 -Pre-operative Expenditure - (179,793,103)Purchase of investment in a subsidiary (16,617,000)Sale of Investment 18,231,634 Purchase of Investments (18,000,000) 73,134,100 Miscelleneous Expenditure - (15,577,500)Net Cash Flow from Investing Activities (115,328,342) (741,266,097)

C. Cash Flow from Financing ActivitiesProceeds from issuance of equity shares 14,648,000 88,998,700 Share Application money - 100,000 Capital Reserves - 180,746,639 Share Premium - 222,496,750 Minority Interest - 249,358,215 Proceeds from borrowings 22,382,518 Repayments of borrowings (89,174,334)Secured Loans 81,535,933 270,889,687 Unsecured Loans - 10,511,868 Interest paid (43,602,088) (33,049,729)Net Cash flow from Financing Activities (14,209,971) 990,052,130 D. Net Changes in Cash & Cash equivalents (A+B+C) (10,918,914) 24,535,736 Cash and cash equivalents at the beginning of the year(@) 22,272,197 4,976,441 Cash and cash equivalents at the end of the year(*) 11,353,283 29,512,177

As per our report of even date annexed hereto. For and on behalf of the BoardFor Deloitte Haskins & SellsChartered Accountants

(A.Bhattacharya)PartnerPlace: KolkataDated : 30th June, 2009

* Includes restricted balance of Rs.1,617,851 (31.03.08 - Rs.1,299,195)@ Opening Cash & Cash Equivalents as on 01.04.08 excludes balance of Calcom Cement India Limited of Rs 7,239,981 .



70



Statement pursuant to Section 212(1)(e) of the Companies Act, 1956

Name of the Subsidiary RCL Cements

Limited (RCL)

RCL Cements

Limited

SCL Cements

Limited (RCL)

SCL Cements

Limited

Vinay Concrete &

Aggregates Limited

(VCAL)

Vinay Concrete &

Aggregates Limited

1. Holding Company's interest in Subsidiary Companies – No. of shares held by the Company & its subsidiaries and the extent of holding

31.03.2009 31.03.2009 31.03.2009

Rs. Lakhs Rs. Lakhs Rs. Lakhs

- - -

-

3632600 (99.98%)

2964800 (99.66%)

49400(98.80%)

2. Financial year of the Subsidiary ended on

3. The net aggregate amount of Profits/(Losses) of the subsidiary as far as it concerns the Holding Company

A. Dealt with in the accounts of Vinay Cements Limited by way of Dividend on the shares held in the subsidiaries

I) For the subsidiaries' financial year ended on 31.03.2009

ii) For the previous financial years of the subsidiaries since they became subsidiaries of Vinay Cements Limited

- - -

B. Not dealt with in the accounts of Vinay Cements Limited

(i) For the subsidiaries' financial year ended on 31.03.2009 (121.15) (12.40)

(ii) For the previous financial years of the subsidiaries since they became subsidiaries of Vinay Cements Limited

398.25 N.A.-

th nd thNotes: 1. RCL became a subsidiary of the Company with effect from 30 June, 2007, SCL with effect from 22 June, 2007 and VCAL with effect from 27 January, 2009.

2. VCAL has not yet commenced its commercial production.th3. SCL commenced its commercial production with effect from 30 March, 2009.


P. R. Sivasankar Binod Kumar Bawri Mahesh Kumar Srivastava Company Secretary Chairman-cum-Managing Director Whole-time Director

Statement pursuant to exemption received under Section 212(8) of the

Companies Act, 1956 relating to subsidiary companies Rs. in Lakhs

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Capital

Reserves

Total Assets

Total Liabilities

Turnover

Profit (Loss) Before Taxation

Provision for Taxation

Profit (Loss) after Taxation

Proposed Dividend

Country of Incorporation India India India

Name of the Subsidiary

Company

363.32

4846.22

8440.78

3231.24

2382.64

116.25

237.42

(121.17)

-

363.32

4968.97

8271.45

2939.16

2920.06

621.31

87.35

533.96

-

297.48

-

1451.15

1153.67

6.87

(9.59)

2.85

(12.44)

-

136.25

-

458.36

322.11

-

-

-

-

-

5.00

-

5.06

0.06

-

-

-

-

-

Details of Investments (Other than in Subsidiaries) :2,92,37,000 Unquoted Equity Shares of Rs. 10/- each of Calcom Cement India Limited held as Long Term Trade Investments 2923.70 2923.70

Notes:

1. Total Assets comprises of Fixed Assets, Capital Work in Progress, Preoperative Expenditure pending allocation to fixed assets, Investments, Current Assets, Loans & Advances and Miscellaneous Expenditure.

2. Total Liabilities comprises of Loan Funds, Share Application Money (Pending Allotment) and Current Liabilities & Provisions.th nd3. RCL Cements Limited became a subsidiary of the Company with effect from 30 June, 2007, SCL Cements Limited with effect from 22 June, 2007 and Vinay

thConcrete & Aggregates Limited with effect from 27 January, 2009.

4. Vinay Concrete & Aggregates Ltd. has not yet commenced its commercial production.th5. SCL commenced its commercial production with effect from 30 March, 2009.

th6. Vinay Concrete & Aggregates Limited was incorporated on 24 September, 2008.

- - --

-

-

-

-

-

-

-

-

-

71

Place : KolkatathDate : 30 June, 2009


ANNUAL GENERAL MEETING

ATTENDANCE SLIP

Name of the Attending Member/Proxy (in Block Letters) :

DP ID No.....................................

(In case of demat holding)

Folio No. ..................................... (In case of physical holding)

Client ID No. ........................................


No. Of shares .......................................

I hereby record my presence at the 23rd ANNUAL GENERAL MEETING being held at the Registered Office of the Company

at Jamunanagar, Umrangshu, District : North Cachar Hills, Assam - 788 931 on Tuesday, the 29th day of September,

2009 at 1.30 P.M.

...................................................................Signature of the Attending Member/Proxy

Notes :

1. A Member/Proxy attending the meeting must fill in and sign this Attendance Slip and hand it over at the entrance. 2. Member intending to appoint a proxy, should complete the Proxy Form given below and deposit it at the Company’s Registered Office not later than 48 hours before the commencement of the Meeting.

VINAY CEMENT LIMITED

Regd. Office : Jamunanagar, Umrangshu, District North Cachar Hills - 788 931, Assam

ANNUAL GENERAL MEETING

PROXY FORM

DP ID No. ...................................


Folio No. ..................................... (In case of physical holding)

Client ID No. ...........................................


No. Of Shares..........................................

I/We.....................................................of......................................................................................................................

being a Member/Members of VINAY CEMENTS LIMITED, hereby appoint......................................................................of

...........................................................................................in the district of ......................................................or failing

him...................................................of.....................................................................in the district of .............................

as my/our proxy to attend and vote for me/us on my/our behalf at the 23rd Annual General Meeting of the Company to be

held on Tuesday, the 29th day of September, 2009 at 1.30 P.M. and at any adjournment thereof.

Signed this.....................................................day of ...................................2009.

Signature..........................................Affix 30

paiseRevenueStamp

Notes : 1. The Proxy form should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. 2. A Proxy need not be a member of the Company.

Jamunanagar, Umrangshu, District : North Cachar Hills, Assam - 788 931

Annual Report 2009

Documents

years of experience

years of business experience

rd annual report

shri bawri

rich business experience

bidhu bhushan dutta

technical experience

district north cachar