Cov FB-P1Shankar Singhania- 83,259 shares, Shri B.V. Bhargava-3,330 shares, Shri Nand Gopal Khaitan-...

17

Company Secretary acts as the Secretary of the

Committee.

During the financial year ended 31st March 2007,

four meetings of the Audit Committee were held. Dates

of meetings (number of members attended): 29th May

2006 (5), 27th July 2006 (5), 27th October 2006 (5) and

18th January 2007 (3). The Statutory Auditors attended

all the aforesaid meetings. CFO attended the first three

meetings.

4.1 REMUNERATION COMMITTEE (non-mandatory) :

The Company does not have any permanent

Remuneration Committee. A Remuneration Committee

of Independent Directors comprising of Shri N.G.

Khaitan (Chairman of the Committee), Shri B.V. Bhargava

and Shri Pradip Roy (IDBI Nominee Director) was

constituted on 27th October 2006 to determine and

approve the remuneration of Shri Bharat Hari Singhania

and Smt. Vinita Singhania who have been re-appointed

during the year as Managing Directors of the Company

for a period of five years each w.e.f. 1st October 2006

and 1st August 2006 respectively, subject to requisite

approvals.

4.2 REMUNERATION PAID TO DIRECTORS :

(i) Executive Directors: The aggregate value of salary,

perquisites and contribution to Provident Fund and

Superannuation Funds for the financial year ended 31st

March 2007 to the Vice Chairman & Managing Director,

Managing Director, Whole-time Directors is as follows.

Shri Bharat Hari Singhania: Rs. 97,38,910 Smt. Vinita

Singhania: Rs. 89,80,908 Shri S.K. Wali: Rs. 35,60,728

and Shri S. Chouksey : Rs. 36,17,805. No Commission

was paid to any Director during the year.

The Company does not have any stock option

scheme. In the case of Whole-time Directors notice

period is six months. Severance fee for the Vice

Chairman & Managing Director and Managing Director

is remuneration for the unexpired residue term or three

years, whichever is shorter.

(ii) Non-executive Directors : The Company paid

sitting fees aggregating to Rs. 6,45,000 to all Non-

executive Directors for attending the meetings of the

Board and/or Committees thereof. No other payments

were made to such Directors. The Non- executive

Directors did not have any other material pecuniary

relationship or transactions vis-a-vis the Company during

the year.

The number of Equity Shares (shares) held by

Non-Executive Directors in the Company : Shri Hari

Shankar Singhania- 83,259 shares, Shri B.V. Bhargava-

3,330 shares, Shri Nand Gopal Khaitan- 10,012 shares,

Shri Raghupati Singhania- 56,700 shares. Shri P.V.

Gandhi, Shri Pradip Roy, Shri P. Narasimharamulu and

Shri V.K. Guruswamy do not hold any shares.

5. SHAREHOLDERS/INVESTORS GRIEVANCE

COMMITTEE : The Company has Shareholders/Investor

Grievance Committee at the Board level, which consists

of three Directors, namely, Shri Raghupati Singhania

(Chairman of the Committee), Shri N.G. Khaitan and

Shri Bharat Hari Singhania. Shri B.K. Daga, Vice

President & Company Secretary, is the Compliance

Officer who oversees the investors grievances such as

Transfer/Transmission of shares/Dematerialisation, non-

receipt of interest/ redemption proceeds on Debentures,

fractional entitlement warrants, post demerger queries,

annual report, etc.

During the 12 months period ended 31st March

2007, four meetings of the said committee were held

on 29th May 2006, 27th July 2006, 27th October 2006

and 18th January 2007. The Company received 20

complaints, which were promptly attended/resolved to

the satisfaction of the investors. In addition, the

Company also has a Committee of Directors (COD),

which approves registration of transfer of shares in

physical mode etc. on fortnightly basis. During this

period, 31 meetings of COD were held. All valid requests

for transfers of shares in physical form were processed

in time and there are no pending transfers of shares.

6. GENERAL BODY MEETINGS : Location and time

for the last three Annual General Meetings (AGMs): The

first AGM of the Company was held at its erstwhile

Regd.Office: Jaykaypur-765 017, Dist. Rayagada,

(Orissa) on 16th July 2004 (3.30 P.M.) and the last two

AGMs at its present Regd. Office: Jaykaypuram, Distt

Sirohi, (Rajasthan) on 29th August 2005 (2.30 P.M.) and

21st July 2006 (2.00 P.M.). Special Resolutions regarding

appointment of Statutory Auditors, re-appointment/

appointment of Wholetime Directors, delisting of Equity

Shares from the Bhubaneswar Stock Exchange Limited,

change of the name of the Company from JK Corp

Limited to JK Lakshmi Cement Limited, loans/

18

investments, further issue of capital, alteration of Articles

of Association of the Company and preferential allotment

to a group Company were passed at the said meetings.

No special resolutions were required to be put

through postal ballot last year.

7. Disclosures on materially significant related party

transactions i.e., transactions of the Company of material

nature, with its promoters, the directors or the

management, their subsidiaries or relatives etc. that may

have potential conflict with the interests of the Company

at large : None. Suitable disclosure as required by

Accounting Standard (AS-18) on Related Party

Transactions has been made in the Annual Report.

Details of non-compliance by the Company,

penalties, strictures imposed on the Company by Stock

Exchange or SEBI or any Statutory Authority, on any matter

related to capital market, during the last three years :

There were no cases of non- compliance of any matter

related to capital markets during the last three years.

The Company has further strengthened its Risk

Management System. A Risk Management Committee

headed by the Wholetime Director meets on quarterly

basis and evaluates the efficacy of the framework relating

to risk identification and its mitigation laid down by the

committee. Board Members are informed about the risk

assessment and minimisation procedures.

8. MEANS OF COMMUNICATION :

Quarterly, half-yearly and annual results are

normally published in the leading English newspaper,

namely, The Financial Express / Business Standard and

one regional daily “Rajasthan Patrika” (Jaipur), having

wide circulation and promptly furnished to the

Stock Exchanges for display on their respective

websites. The financial results are also displayed on the

Company’s website – www.jklakshmicement.com. As the

results are published in newspapers having wide

circulation and also displayed on the Company’s

website, quarterly and half-yearly results are not

separately sent to the Shareholders. Full version of the

Annual Report, Corporate Governance Report, Financial

Results and Shareholding Pattern of the Company

are posted on the Electronic Data Information

Filing and Retrieval (EDIFAR) website namely :

www. sebiedifar.nic.in. The website is also accessible

through a hyperlink ’EDIFAR’ from SEBI’s official

website : www. sebi.gov.in.

“Management Discussion & Analysis” forms part

of the Annual Report.

9. GENERAL SHAREHOLDERS’ INFORMATION :

(i) Annual General Meeting (AGM) :

(a) Date and Time : Please refer to Notice for the

AGM being sent along with the Annual Report.

Venue : Regd. Office: Jaykaypuram - 307019,

Basantgarh, Dist. Sirohi, (Rajasthan).

(b) As required under Clause 49(IV)(G)(i), a brief

resume and other particulars of the appointment

of the Directors retiring by rotation at the

aforesaid AGM and seeking re-appointment are

being given in the Explanatory Statement to the

Notice convening the said Meeting.

(ii) Financial Calendar (Tentative) :

Financial Reporting By end

• For the quarter

ending 30.06.2007 : July 2007

• For the half-year

ending 30.09.2007 : October 2007

• For the quarter

ending 31.12.2007 : January 2008

• For the year ending

31.03.2008 (Audited) : May/June 2008

• Annual General Meeting for

the Financial Year 2007-08 : July/August 2008

(iii) Date of Book Closure : Please refer to Notice for

the AGM being sent along with the Annual Report.

(iv) Dividend : 10% i.e. Re 1 per equity share of Rs. 10 each

(v) Listing of Equity Shares on Stock Exchanges

(including Security Code) : The Equity Shares of the

Company are listed and actively traded on the Bombay

Stock Exchange (500380) and National Stock Exchange,

(Symbol: JKLAKSHMI). Equity Shares stand delisted from

Bhubaneswar Stock Exchange w.e.f. 28th September

2006. Listing fee for the year 2006-07 has been paid to

the said Stock Exchanges.

19

(vi) Stock Market Price Data

Months Bombay Stock Exchange National Stock Exchange

(2006-2007) (BSE) (Rs.) (NSE) (Rs.)

HIGH LOW HIGH LOW

April 2006 139.80 116.70 – –

May 2006 194.80 104.00 – –June 2006 125.65 79.00 116.15 98.95July 2006 133.00 93.25 127.50 95.05August 2006 152.90 124.20 148.65 126.30September 2006 168.45 140.60 162.85 146.40October 2006 164.90 141.50 161.15 142.60November 2006 155.00 136.10 151.80 137.95December 2006 150.50 123.50 146.10 126.25January 2007 187.00 134.00 181.30 140.55February 2007 174.20 127.10 171.65 127.95March 2007 133.00 103.00 121.25 104.15

(vii) JK Lakshmi Cement Ltd.’s Share Performance v/s

BSE Sensex (April 06-March 07) :

therefore, in their own interest, dematerialise their

holdings in physical form, with any one of the

Depositories namely NSDL and CDSL. The ISIN No. for

Equity Shares of the Company for both the depositories

is INE 786A01024. As on 31st March 2007, 94.45% of

the Equity Shares stands dematerialised. In respect of

shares held in demat form, all the requests for

nomination, change of address and rematerialisation etc.

are to be made only to the Depository Participant with

whom the shareholders have opened their Demat

Account.

(xi) Outstanding GDRs / Warrants and likely impact

on Equity :

GDRs : 5,08,027 GDR underlying shares

representing same number of outstanding GDRs, stand

registered in the name of Citi Bank, Custodian. These

are already included in the existing Equity Share Capital

of the Company.

Warrants : As approved by the Shareholders,

41,02,500 Warrants were issued by the Company to a

group company on 31.7.2006. The holder of Warrants

is entitled to subscribe to and be allotted in one or more

tranches, at any time before expiry of 18 months from

the said date, 1 Equity Share of the face value of Rs. 10

at a price of Rs.97.50 (including a premium of Rs. 87.50)

per share against each Warrant. As per applicable SEBI

guidelines, 10% of the issue price per share has been

paid by the allottee company. On exercise of entitlement

in full, the total number of shares issued by the Company

will increase by 41,02,500 shares.

(xii) Plant Location : Lakshmi Cement

Jaykaypuram - 307 019,

Basantgarh,

District Sirohi, (Rajasthan).

(xiii) Address for correspondence regarding share

transfers and related matters :

1. JK Lakshmi Cement Limited

Secretarial Department

Gulab Bhawan (Rear Block)

6A, Bahadur Shah Zafar Marg, New Delhi- 110 002.

Ph.: (011) 41011116, 23311112-15

(Extn. 152, 329, 633)

Fax Nos. 91-11-2373 9475, 2371 2680

Contact Person: Mr Ramesh Gupta,

(E-mail: [email protected]).

(viii) Distribution of Shareholdings as on March 31 2007:

Category No. of Equity % No. of %

(No. of Shares) Shares Shareholders

1-500 50,78,574 8.90 1,00,110 96.68

501-1000 13,41,873 2.35 1,695 1.64

1001-5000 29,74,068 5.21 1,307 1.26

5001-10000 13,55,162 2.37 189 0.18

10001 & above 4,63,27,285 81.17 251 0.24

TOTAL 5,70,76,962 100.00 1,03,552 100.00

(ix) Share Transfer System :

All valid requests for transfer/transmission of shares

in physical form are processed within a period of 15-20

days from the date of receipt thereof and Share

Certificates duly transferred are immediately returned

to the transferee/ lodger. In the case of shares in

electronic form, the transfers are processed by

NSDL/CDSL through the respective Depository

Participants.

(x) Dematerialisation of Shares and Liquidity :

Trading in the Equity Shares of the Company is

permitted only in dematerialised form. Shareholders may

20

2. Registrar & Share Transfer Agents(RTA):

MCS Ltd.,

Shri Venkatesh Bhawan, W-40, Okhla Indl. Area,

Phase – II, New Delhi – 110 020

Ph. (011) 41406149, 41406151-52, 41609386, 41709885,

Fax No. 91-11-41709881

(E-mail:[email protected]).

Contact Person: Mr Aniruddha Mitra,

(E-Mail: [email protected]).

Shareholders are requested to quote their Folio No./

DP ID-Client Id and details of shares held in physical/

demat mode, E-mail Ids and Telephone/Fax numbers

for prompt reply to their communications.

(xiv) Declaration :

This is to confirm that all the Directors and Senior

Management Personnel of the Company have affirmed

compliance with the Code of Conduct for Directors and

Senior Management adopted by the Board.

Vinita Singhania

Managing Director

Disclosure of names of persons constituting

group in relation to JK Lakshmi Cement Limited

pursuant to Regulation 3(1)(e)(i) of the SEBI

(Substantial Acquisition of Shares & Takeovers)

Regulations 1997 :

JK Lakshmi Cement Limited, Mayfair Finance Ltd.,

Sidhi Vinayak Investment Ltd., Terrestrial Finance Ltd.,

Yashodhan Investment Ltd., J.K. Tyre & Industries Ltd.,

Hansdeep Investment Ltd., Panchanan Investment

Ltd., Radial Finance Ltd., Hidrive Finance Ltd.,

Modern Cotton Yarn Spinners Ltd., Southern Spinners

and Processors Ltd., Netflier Finco Ltd., JK Paper Ltd.,

Fenner India Ltd., BMF Investments Ltd., JK Agri

Genetics Ltd., Florance Alumina Ltd., JK Sugar Ltd.,

Bengal & Assam Company Ltd., Navbharat Vanijya

Ltd., Juggilal Kamlapat Udyog Ltd., Pranav Investment

(MP) Company Ltd., Param Shubham Vanijya Ltd., JK

Credit & Finance Ltd., Ashim Investment Company

Ltd., Habras International, Sago Trading Limited,

Juggilal Kamlapat Lakshmipat and Directors of the

promoter group and their relatives.

AUDITORS' CERTIFICATE

To the Members of JK LAKSHMI CEMENT LIMITED

We have examined the compliance of conditions of Corporate Governance by JK LAKSHMI CEMENTLIMITED for the year ended 31st March 2007, as stipulated in Clause 49 of the Listing Agreement of thesaid Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensuringthe compliance of the conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, wecertify that the Company has complied with, in all material respect, with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month against the Companyas per records maintained by the Company, Shareholders’/Investors’ Grievance Committee.

We further state that such compliance in neither an assurance as to further viability of the Companynor the efficiency or effectiveness with which the managements has conducted the affairs of the Company.

For LODHA & CO.,

Chartered Accountants

(N.K. LODHA)Place : New Delhi PartnerDated : 16th May 2007 Membership No. : 85155

21

A U D I T O R S’ R E P O R T

To the Members of

JK LAKSHMI CEMENT LIMITED

We have audited the attached Balance Sheet

of JK LAKSHMI CEMENT LIMITED, as at 31st March

2007, the Profit and Loss Account and also the Cash

Flow Statement for the year ended on that date

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.

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

misstatements. 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 management, as well

as evaluating the overal l f inancial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

1. As required by the Companies (Auditors’ Report)

Order, 2003 (as amended) (The Order) issued by

the Central Government of India in terms of

Section 227 (4A) of the Companies Act 1956 (The

Act), we enclose in the Annexure a statement on

the matters specified in paragraphs 4 and 5 of

the said Order.

2. Further to our comments in the Annexure referred

to in Paragraph 1 above, we report that :

(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;

(b) In our opinion, proper books of account as

required by law have been kept by the

Company so far as appears from our

examination of those books;

(c) The Balance Sheet, Profit & 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 &

Loss Account and Cash Flow Statement dealt

with by this report comply with the

Accounting Standards referred to in Section

211 (3C) of the Companies Act 1956;

(e) As per the information and explanations given

to us, none of the directors of the Company

is disqualified from being appointed as a

director under Clause (g) of sub section (1) of

section 274 of the Companies Act 1956;

In our opinion and to the best of our

information and according to the explanations

given to us, the said accounts read together

with note no. 16 regarding charging of

depreciation, note no. 26 regarding deferred

tax assets (notes of schedule 19) and other

Notes thereon, give the information required

by the Act in the manner so required and give

a true and fair view in conformity with the

accounting principles generally accepted in

India :

i) In the case of Balance Sheet, of the

state of affairs of the Company as at

31st March 2007;

ii) In the case of the Profit & Loss

Account, of the Profit for the year

ended on that date; and

iii) In the case of Cash Flow Statement, of

the Cash Flows for the year ended on

that date.

For LODHA & CO.


(N. K. LODHA)

New Delhi Partner

Date: 16th May 2007 Membership No. : 85155

22

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph (1) of our Report ofeven date of JK LAKSHMI CEMENT LIMITEDfor the year ended 31st March 2007.)

1. (a) The Company has maintained properrecords showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets have been physicallyverified by the Management according tothe programme of periodical verification inphased manner which in our opinion isreasonable having regard to the size ofthe Company and the nature of its Fixed Assets.The discrepancies noticed on such physicalverification were not material.

(c) As per the records and information andexplanations given to us, fixed assets disposedoff during the year were not substantial.

2. (a) The inventory of the Company (exceptstock lying with the third parties and in transit)has been physically verified by themanagement at reasonable intervals.

(b) The procedures of physical verification ofinventory followed by the Management arereasonable and adequate in relation to thesize of the Company and nature of its business.

(c) The Company is maintaining proper recordsof inventory. The discrepancies noticed on suchphysical verification of inventory as comparedto book records were not material.

3. The Company has neither granted nor taken anyloans, secured or unsecured to and from companies,firms or other parties as covered in the registermaintained under section 301 of the CompaniesAct 1956. Accordingly, the provisions of clause 4(iii) (b) to (d), (f) & (g) of the Order are not applicable.

4. In our opinion and according to the informationand explanations given to us, there is adequateinternal control system commensurate with the sizeof the Company and the nature of its business forthe purchase of inventory and fixed assets and forthe sale of goods and services. Based on the auditprocedure performed and on the basis ofinformation and explanations provided by themanagement, during the course of our audit wehave not observed any continuing failure to correct

major weaknesses in internal control system.

5. According to the information and explanationsprovided by the Management and based upon auditprocedures performed, we are of the opinion thatthe particular of contracts or arrangements referredto in Section 301 of the Act have been entered inthe register required to be maintained under thatsection; and the transactions made in pursuance ofsuch contracts or arrangements (exceeding the valueof Rs. 5 lacs in respect of each party during thefinancial year) have been made at prices which aregenerally reasonable having regard to prevailingmarket prices at the relevant time.

6. In our opinion and according to the informationand explanations given to us, the Company hascomplied with the directives issued by the ReserveBank of India and the provisions of section 58Aand 58AA of the Act or any other provisions of theAct and the rules framed thereunder with regard todeposits accepted from the public. We have beeninformed that no order has been passed by theCompany Law Board or National Company LawTribunal or Reserve Bank of India or any Court orother Tribunal in this regard.

7. In our opinion, the Company has an internal auditsystem commensurate with the size of the Companyand nature of its business.

8. We have broadly reviewed the books of accountmaintained by the Company pursuant to the rulesmade by the Central Government for themaintenance of cost records under Section209(1)(d) of the Act in respect of the Company’sproducts to which the said rules are madeapplicable and are of the opinion that prima facie,the prescribed records have been made andmaintained. We have, however, not made a detailedexamination of the said records with a view todetermine whether they are accurate or complete.

9. (a) According to the records of the Company, theCompany is generally regular in depositingundisputed statutory dues including providentfund, investor education and protection fund,employees’ state insurance, income tax, salestax, wealth tax, service tax, custom duty, exciseduty, cess and other material statutory dues withthe appropriate authorities to the extentapplicable and there are no undisputed statutorydues payable for a period of more than six

23

months from the date they become payable asat 31st March 2007 .

(b) According to the records and information &explanations given to us, there are no dues inrespect of income tax, service tax, custom dutyand wealth tax that have not been depositedwith the appropriate authorities on account ofany dispute and the dues in respect of salestax, excise duty and cess that have not beendeposited with the appropriate authority onaccount of dispute and the forum where the

dispute is pending are given below :

Nature of Nature of Amount Period Forum where

statute dues (Rs. in dispute is

lacs) pending

Sales Tax Act Sales Tax 3.80 1987-89 Assessing Authority

128.24 1992-94 High Court

42.14 1995-00

459.30 1997-01

807.88 1995-06

4.53 1997-98 Jt. Commissioner

31.35 1998-99 & Appeals

2001-02

The Rajasthan Entry Tax 734.11 2002-07 High Court

Tax on Entry

for Goods

into Local

Area Act,

1999

Central Excise duty 46.00 1978-81 High Court

Excise Act 2.08 1984-85

232.92 1996-97

134.52 1999-06

85.07 2000-02 CESTAT

Minerals Cess 13.38 1994-95 High Court

(Validation)

Act, 1992

10. The Company does not have accumulated losses atthe end of financial year and has not incurred cashlosses during the current financial year and in theimmediately preceding financial year.

11. In our opinion, on the basis of audit proceduresand according to the information and explanationsgiven to us, the Company has not defaulted inrepayment of dues to financial institutions andbanks, in view of the debt restructuring as stated innote no 11 of schedule 19.

12. According to the information and explanations givento us, the Company has not granted any loans andadvances on the basis of security by way of pledgeof shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual

benefit fund /society, therefore, the provisions ofclause 4 (xiii) of the said Order are not applicableto the Company.

14. According to the information and explanationsgiven to us, the Company is not dealing in or tradingin shares, securities, debentures and otherinvestments.

15. According to the information and explanationsgiven to us, the Company has not given anyguarantee for loans taken by others from banks orfinancial institutions.

16. On the basis of information and explanations givento us, the term loans have been applied for thepurposes for which they were obtained.

17. On the basis of information and explanations givento us and on an overall examination of the financialstatements of the Company, we are of the opinionthat no funds raised on short-term basis have beenused for long-term investment.

18. According to the information and explanations givento us, the Company has not made any preferentialallotment of shares during the year to any partiesor companies covered in the register maintainedunder section 301 of the Companies Act 1956, readwith footnote 2(ii) of Schedule 1.

19. On the basis of records made available to us andaccording to information and explanations givento us, the Company has created securities onproperty situated in Gujarat in respect of debenturesoutstanding during the year. However, securitiespursuant to the restructuring scheme are yet to bemodified as stated in footnote B (1) of Schedule 3.

20. The Company has not raised any money through apublic issue during the year.

21. Based on the audit procedure performed and onthe basis of information and explanations providedby the management, no fraud on or by theCompany has been noticed or reported during thecourse of the audit.

For LODHA & CO.


(N. K. LODHA)

New Delhi Partner

Date: 16th May 2007 Membership No. : 85155

24

BALANCE SHEET

As at 31st March 2007Rs.in Crores (10 Million)

Schedule 31st March 31st March

2007 2006

SOURCES OF FUNDS

Shareholders’ Funds

Capital 1 57.09 49.77

Equity Share Entitlement Warrants 4.00 –

Reserves and Surplus 2 352.72 163.44

413.81 213.21

Loans

Secured Loans 3 641.30 606.62

Unsecured Loans 4 88.34 85.07

729.64 691.69

Total 1143.45 904.90

APPLICATION OF FUNDS

Fixed Assets

Gross Block 1340.52 1175.48

Less: Depreciation 595.01 538.09

Net Block 5 745.51 637.39

Capital Work-in-Progress 76.62 87.89

822.13 725.28

Investments 6 58.11 0.11

Deferred Tax Asset (Net) 38.04 38.04

Current Assets, Loans and Advances

Inventories 7 55.82 36.64

Sundry Debtors 8 17.76 20.99

Cash and Bank Balances 9 150.68 12.09

Loans and Advances 10 116.17 124.29

340.43 194.01

Less: Current Liabilities and Provisions 11 115.26 52.54

Net Current Assets 225.17 141.47

Total 1143.45 904.90

Notes on Accounts 19

Schedules 1 to 11 and 19 attached to the

Balance Sheet are an integral part thereof.

H.S. SINGHANIA ChairmanVice Chairman &

B. H. SINGHANIA Managing DirectorAs per our report of even date VINITA SINGHANIA Managing Director

N.G. KHAITANFor LODHA & CO. PRADIP ROYChartered Accountants B.V. BHARGAVA

R.P. SINGHANIAN.K. Lodha B.K. DAGA P. NARASIMHARAMULU DirectorsPartner Secretary V.K. GURUSWAMY

S. CHOUKSEYNew Delhi, the 16th May 2007 S.K WALI

25

PROFIT AND LOSS ACCOUNT

For The Year Ended 31st March 2007Rs.in Crores (10 Million)

Schedule 2006-07 2005-06

INCOMESales 970.99 700.03Less : Excise Duty 127.16 117.55

Net Sales 843.83 582.48

Other Income 12 3.28 7.90847.11 590.38

Increase/(Decrease) in Stocks 13 9.55 (5.33)856.66 585.05

EXPENDITURE

Employees 14 34.90 28.61Manufacturing Expenses 15 392.82 314.04Other Expenses 16 169.65 113.59

597.37 456.24PROFIT BEFORE INTEREST AND DEPRECIATION 259.29 128.81

Cost of Borrowings 17 36.14 19.49

PROFIT BEFORE DEPRECIATION 223.15 109.32Depreciation 18 44.33 53.07

PROFIT AFTER DEPRECIATION 178.82 56.25

Fringe Benefit Tax 0.71 0.80

PROFIT AFTER TAX 178.11 55.45Balance brought forward 39.05 (34.09)Set off from - Business Valuation/ Share Premium – 34.09Debenture Redemption Reserve 1.51 –

218.67 55.45APPROPRIATIONSDebenture Redemption Reserve 1.95 10.85Proposed Dividend 5.71 –Tax on Proposed Dividend 0.97 –General Reserve 150.00 5.55Balance carried forward 60.04 39.05

218.67 55.45Basic Earnings per Share (Rs.) - Cash 40.39 21.81

- After Tax 32.34 11.14Diluted Earnings per Share (Rs.) 31.10 10.25

Notes on Accounts 19

Schedules 12 to 19 attached to the Profit andLoss Account are an integral part thereof. H.S. SINGHANIA Chairman

Vice Chairman &B. H. SINGHANIA Managing Director

As per our report of even date VINITA SINGHANIA Managing DirectorN.G. KHAITAN

For LODHA & CO. PRADIP ROYChartered Accountants B.V. BHARGAVA



26

Rs.in lacs (0.1 Million)

31st March 31st March

2007 2006

Schedule 1

CAPITAL

Authorised :

Equity Shares - 12,50,00,000 of Rs.10 each 12500.00 12500.00

Preference Shares - 50,00,000 of Rs.100 each 5000.00 5000.00

Unclassified Shares 2500.00 2500.00

20000.00 20000.00

Issued, Subscribed and Paid up :

Equity Shares 5,70,76,962 ( Previous year 4,97,56,162 )

of Rs.10 each fully paid up 5707.70 4975.62

Add: Forfeited Shares 1.06 1.06

5708.76 4976.68

1 Above includes :

i) 15,88,500 Equity Shares allotted as fully paid-up bonus shares in earlier years by capitalisation of Reserve and Share Premium.

ii) 97,88,062 Equity Shares allotted as fully paid-up in earlier years pursuant to contracts without payment being made in cash.

2 During the year :

i) 37,31,100 Equity Shares have been issued at par to the secured lenders (FIs and Banks) on their excercising the conversion

option under the term loan.

ii) 35,89,700 Equity Shares have been issued by way of preferential allotment in accordance with SEBI guidelines at Rs. 97.50

per Share (Including a premium of Rs. 87.50 per share) to a group company.

Schedule 2

RESERVES AND SURPLUS Rs.in lacs (0.1 Million)

Description 1st April Additions Transfers 31st March

2006 2007

Capital Reserve 74.24 – – 74.24

(a)

Revaluation Reserve 3371.96 – 1298.64 2073.32

Capital Redemption Reserve 2330.00 – – 2330.00

(b) (c )

Share Premium Account 5022.74 3140.99 57.96 8105.77

General Reserve Account 554.91 15000.00 – 15554.91

Debenture Redemption Reserve 1085.06 195.42 150.73 1129.75

Profit & Loss Account 3905.30 2098.21 – 6003.51

16344.21 20434.62 1507.33 35271.50

(a) Includes Rs.258.53 lacs towards depreciation arising out of revaluation of fixed assets and Rs 1040.11 lacs refer note 16 of schedule 19.

(b) Premium of Rs 87.50 per share on 35,89,700 equity shares alloted on preferential basis.

(c) Provision for premium on redemption of debentures.

27

Rs. in lacs (0.1Million)

31st March 31st March2007 2006

Schedule 3

SECURED LOANS

(a) Non-Convertible Debentures 1995.67 2169.21

(b) Zero Coupon Non Convertible Debentures 1004.27 1215.90

(c) Optionally Convertible Bonds 1184.24 1394.87

(d) Zero Coupon Bonds 2550.34 2557.45

(e) Term Loans from Financial Institutions 38800.53 39184.90

(f) Term Loans from Banks 17559.61 13970.41

(g) Working Capital Loans from Banks 1035.65 169.51

64130.31 60662.25

Notes:

A. Terms of redemption of Debentures/Bonds

(i) Non-convertible Debentures (NCDs) of Rs.1000 each aggregating to Rs.1995.67 lacs are redeemable as under:

VIR Series - II (Rs.108.48 lacs), VIR Series - III (Rs.130.16 lacs), VIR Series - IV (Rs.130.16 lacs), VIR Series - V (Rs.43.40

lacs), VIR Series - VI (Rs.65.08 lacs), VIR Series - VII (Rs.1084.60 lacs), VIR Series - VIII (Rs.433.79 lacs) in 4 equal

quarterly instalments falling due from quarter ending June-2007, June-2008, June- 2009, June- 2010, June- 2011,

June- 2012, and June- 2013 respectively. These NCD’s are redeemable together with premium on redemption of each

instalment @ 9.05%, 9.6%, 9.8%, 9.95%, 10.15%, 10.35% and 10.60% respectively (% to issue amount)

(ii) Deferred interest on (i) above Rs. 376.80 lacs (Previous year Rs. 425.21 lacs) included in Schedule 3 (e) above.

(iii) Zero Coupon Non-convertible Debentures outstanding Rs. 1004.27 lacs are Redeemable as under:

(a) Series a – Rs.98.58 lacs (Rs.90.70 lacs), Series B – Rs.65.72 lacs (Rs.60.46 lacs), Series C – Rs.262.90 lacs

(Rs. 241.87 lacs), Series D – Rs.164.31 lacs (Rs.151.16 lacs) aggregating to Rs.591.51 lacs (Rs.544.19 lacs) in

equal quarterly instalments in financial years; 10% in 2007-08; 25% in 2008-09 ; 25% in 2009-10; 10% in

2010-11; 22% in 2011-12. (b) Series E (Rs.131.45 lacs ), Series F (Rs.197.17 lacs), Series G ( Rs.131.46 lacs),

in four equal quarterly instalments falling due from quarter ending June. 2007, June 2008 and June 2009

respectively. Figures in bracket represents outstanding at year end.

(iv) Optionally Convertible Bonds (OCBs) of Rs.1000 each aggregate outstanding Rs1184.24 lacs are redeemable as

under :

(a) Series A –Rs.69.74 lacs (Rs.64.16 lacs), Series B – Rs.209.23 lacs (Rs. 192.49 lacs), Series C – Rs.174.36 lacs

(Rs.160.41 lacs), aggregating to Rs. 453.33 lacs (Rs 417.06 lacs) in equal quarterly instalments in financial

years ; 10% in 2007-08; 25% in 2008-09, 25% in 2009-10 ; 10% in 2010-11 ; 22% in 2011-12. (b) Series D

(Rs.278.97 lacs), Series E (Rs. 209.23 lacs) and series F (Rs.278.98 lacs) in four equal quarterly instalments

falling due from quarter ending June. 2007, June 2008, June 2009 respectively. Figures in bracket represents

outstanding at year end.

28

(v) a) Zero Coupon Bonds – I of Rs. 1000/- each aggregating to Rs 1134.34 lacs are redeemable as under:

Series I-A (Rs.567.17 lacs) and Series I-B (Rs. 567.17 lacs in 2 equal half yearly instalments falling due

from half year ending September 2010 and September 2011 respectively.

b) Zero Coupon Bonds – II (a) of Rs.1000/- each aggregating to Rs.967.00 lacs are redeemable as under:

Series II-A (Rs.483.50 lacs) and Series II-B (Rs.483.50 lacs) in 2 equal half yearly instalments falling due

from half year ending September 2010 and September 2011 respectively.

c) Zero Coupon Bonds –II (b) of Rs.100/- each aggregating to Rs.456.11 lacs (Rs.449.00 lacs) out of which

Rs.367.27 lacs are redeemable at the end of 10th year from the date of issue i.e 1.4.2000 and Rs.88.84

lacs (Rs.81.73 lacs) are redeemable in equal quarterly instalments in financial years ; 10% in 2007-08 ;

25% in 2008-09 ; 25% in 2009-10 ; 10% in 2010-11 ; 22% in 2011-12. Figures in bracket represents

outstanding at year end.

Each quarterly/ half yearly instalments as stated in (i) to (v) above falls due on the 1st day of the succeeding

month of the relevant quarter / half year.

B Security

1. the charges for Restructured Term Loans have been created in terms of the Restructuring Scheme. The requisite

charges for Restructured Debentures in favour of Trustee for Restructured Debentures are to be filed. Restructured

Term Loans and Debentures are secured by way of first mortgage and charge on the immovable and movable

assets pertaining to the Company’s Cement Undertaking and Magnetic Tape Undertaking, ranking pari passu

with the charges created / to be created on the said assets subject to prior charges of the Company’s Bankers for

working capital on specified movables and in favour of FIs / Banks on specified assets of Captive Power Plant.

Necessary steps and formalities to extinguish the charges of debts relating to erstwhile Paper Undertaking over the

assets of the Company are being taken in consultation with the Financial Institutions/Banks.

2. Term Loans from Banks include Rs.2734.67 lacs (including deferred interest Rs.628.67 lacs) towards Working Capital

Terms Loans which is to be secured.

3. Term Loans include from FI (Rs.3300.00 lacs) and Banks (Rs.4744.32 lacs) aggregating to Rs.8044.32 lacs towards

Captive Power Plant which are secured / to be secured by way of an exclusive charge on all assets pertaining to the said

Plant.

4. Working Capital Loans are secured by hypothecation of Stores, Raw Materials, Finished Goods, Stock-in-Process and

Book Debts etc. and by way of second charge on the immovable assets.

Schedule 4

UNSECURED LOANS

Rs. In lacs (0.1Million)


a) Deferred Sales Tax 7272.22 5743.69

b) Trade Deposits 1197.39 989.68

c) Fixed Deposits 364.64 473.45

d) Others - 1300.00

8834.25 8506.82

29

Schedule 5

FIXED ASSETS


1st April 31st March Depreciation 31st March 31st MarchDescription 2006 Additions/ Sales/ 2007 2007 2006

Gross Book Adjust- Adjust- Gross Book Upto For the On Sales/ To Net Book Net BookValue ments ments Value last year year Adjust- Date Value Value

ments

( c ) (a)

Land 1318.61 0.34 1.12 1317.83 – – – – 1317.83 1318.61

Leasehold Land 34.78 – – 34.78 7.36 0.35 – 7.71 27.07 27.42

Buildings 4599.39 334.37 22.34 4911.42 1204.21 109.96 2.32 1311.85 3599.57 3395.18

Plant and (b)

Machinery 106121.23 16065.21 22.00 122164.44 50878.44 5391.29 – 56269.73 65894.71 55242.79

Furniture, Fixtures (b)

and Equipments 655.35 61.31 12.21 704.45 509.51 33.67 9.11 534.07 170.38 145.84

Vehicles andLocomotives 1426.71 138.18 37.67 1527.22 536.62 102.85 28.14 611.33 915.89 890.09

Railway Siding 3391.84 – – 3391.84 672.69 93.82 – 766.51 2625.33 2719.15

Total 117547.91 16599.41 95.34 134051.98 53808.83 5731.94 39.57 59501.20 74550.78 63739.08

Previous Year 106418.71 12382.85 1253.65 117547.91 48452.49 5565.32 208.98 53808.83 63739.08

Notes:

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

(b) Includes Rs. 31.01 lacs (Previous year Rs. 53.03 lacs), assets held for disposal.

( c ) Compensation received Rs.2.01 lacs

30

Schedule 6 Rs.in lacs (0.1 Million)

INVESTMENTS Class of 31st March 2007 31st March 2006Shares / Nos. Book Nos. Book

LONG-TERM INVESTMENTS Debentures Value Value(Other than trade)

Orissa Polyfibres Ltd.(OPL)(Rs. 100)* Equity – – 10 –

6.75% Tax Free UTI Bonds Units 10,770 10.77 10,770 10.77

Units under Venture Capital Unit Scheme-1990 of UTI Bonds – – 5,000 0.37

CURRENT INVESTMENTS

Principal PNB Fixed Maturity Plan (FMP -34) -Series VII Units 13,000,000 1300.00 – –

Tata Fixed Income Horizon Fund Series 8Scheme F Growth- Inst. Plan Units 15,000,000 1500.00 – –

Sundaram BNP Paribas Fixed Term Plan SeriesXXIII-Growth Plan Units 15,000,000 1500.00 – –

HDFC FMP Feb. 2007(4) -Wholesale Plan Growth Units 15,000,000 1500.00 – –

5810.77 11.14

Aggregate book value of quoted investments 5810.77 10.77

Aggregate market value of quoted investments 5880.76 10.99Aggregate book value of unquoted investments – 0.37

Purchase and sold during the year :

Can Floating Rate ST Growth 4,05,22,198.569 Units, Can Liquid Institutional Plan Growth Fund 1,36,36,824.724 Units,LIC MF FloatingRate Fund STP Growth Plan 10,57,82,438.210 Units,LIC MF Liquid Fund- Growth Plan 1,71,07,215.906 Units, ING Vysya Floating RateFund Growth 44,85,994.724 Units, Principal Cash Management Fund 3,22,83,792.971 Units,UTI Liquid Fund Cash Plan InstitutionalGrowth 62,967.396 Units, Standard Chartered Liquidity Manager Plus Growth 3,43,401.581 Units, Standard Chartered Liquidity ManagerGrowth 25,618,966.098 Units,DBS Chola Short Term Floating Rate Cumulative 22,83,071.553 Units,Tata Fixed Horizon Fund Series

8-Scheme C 1,60,00,000 Units,Birla Floating Rate Fund Short Term IP Growth 73,01,935.013 Units.

* As per scheme of amalgamation, OPL merged with IPCL and shares held as fractional entitlement.

Figures less than Rs.500 have been shown at actual in bracket.



Schedule 7

INVENTORIES(As certified by the Management)

Stores and Spares 3419.86 2700.85 Raw Materials 215.99 125.03 Finished Goods 1029.38 392.47 Stock-in-Process 916.82 445.42

5582.05 3663.77

31

Schedule 8

SUNDRY DEBTORS

(Unsecured and considered good)Exceeding six months 62.39 58.16Other Debts 1714.06 2040.67

1776.45 2098.83

Schedule 9

CASH AND BANK BALANCES

Cash in hand 10.22 7.71Remittances in transit and cheques on hand 457.58 225.02Balance with Scheduled Banks :

On Current Accounts 142.47 167.47On Deposit Accounts (Includes lodged with bank 14448.93 800.83

Rs.207.91 lacs - Previous year Rs.1.91 lacs)

On Savings Bank Accounts(Employees Security Deposit) 8.58 8.27

15067.78 1209.30

Schedule 10

LOANS AND ADVANCES

(Unsecured and considered good)Advances recoverable in cash or in kind orfor value to be received 10109.95 11137.86Income-tax Advance Payments (Net) 267.31 229.86Deposits with Government Authorities and Others 1239.51 1060.74

11616.77 12428.46

Schedule 11

CURRENT LIABILITIES AND PROVISIONS

Current Liabilities

Acceptances 132.68 93.57Sundry Creditors 4588.22 2486.17Other Liabilities 4149.74 2087.35Investor Education and Protection Fund(Refer Note 15 - Schedule 19 ) 85.43 86.31Interest accrued but not due on loans 1660.21 323.61

10616.28 5077.01Provisions

Provision for Retirement benefits 242.03 177.03Proposed Dividend 570.77 –Tax on Proposed Dividend 97.00 –

11526.08 5254.04



32

Schedule 12

OTHER INCOME

Income from Long-term Investments :Interest (tax deducted at source Nil) 0.73 0.73

Profit on sale / adjustment of Fixed Assets 15.72 234.73(Net of Loss Rs.0.14 lacs, Previous year Rs.0.54 lacs)

Profit on sale of Current Investments 219.15 32.23Liabilities /Provisions no longer required (Net) 14.37 474.41(Refer note 12 (c) - Schedule 19)

Miscellaneous Income 77.92 48.13

327.89 790.23

Schedule 13

INCREASE IN STOCKS

Opening StocksStock-in-Process 445.42 829.92Finished Goods 392.47 601.02

837.89 1430.94Closing StocksStock-in-process 916.82 445.42Finished Goods 1029.38 392.47

1946.20 837.89

Differential Excise Duty on Increase/ (Decrease) of Finished Goods 153.32 (60.24)

Increase/(Decrease) in Stocks 954.99 (532.81)

Schedule 14

EMPLOYEES

Salaries, Wages, Bonus and Gratuity etc. 2507.05 2048.05Contribution to Provident and Other Funds 294.27 230.04Employees’ Welfare and Other benefits 688.34 583.18

3489.66 2861.27

Schedule 15

MANUFACTURING EXPENSES

Raw Materials Consumed 9006.37 6314.13Purchase of Finished Goods 1749.48 1571.94Consumption of Stores and Spares 5888.76 4916.73Power, Fuel and Water 21905.09 18068.88Repairs to Buildings 152.24 52.30Repairs to Machinery 579.56 480.16

39281.50 31404.14


2006-07 2005-06

33

Schedule 16

OTHER EXPENSES

Insurance 173.71 163.42

Rent 273.51 121.29(Net of realisation Rs 31.73 lacs,Previous year Rs 30.66 lacs)

Transport, Clearing and Forwarding Charges 12700.98 8174.26

Commission on Sales 951.50 878.02

Directors’ Fee 6.45 6.18

Donations 25.00 –

Balances written off (Net) – 8.28

Provision for doubtful debts/advances 423.13 –

Rates and Taxes 75.95 24.48

Advertisement, Bank Charges, Printing andStationery, Postage, Telegrams andTelphones, Travelling and Miscellaneous Expenses 2336.13 1983.94

16966.36 11359.87

Schedule 17

COST OF BORROWINGS

Interest on :

Term Loans, Debentures and Fixed Deposits 4273.87 2094.83Others 114.89 135.99

4388.76 2230.82

Less: Interest Income 774.79 282.29

3613.97 1948.53

Schedule 18

DEPRECIATION

Depreciation on Fixed Assets 5731.94 5565.32

Less: Transferred from Revaluation Reserve 1298.64 258.53

4433.30 5306.79


2006-07 2005-06

34

Schedule 19

NOTES ON ACCOUNTS

A. Significant Accounting Policies

1. Accounts are maintained on accrual basis. Claims / refunds / fuel surcharge not ascertainable with reasonablecertainty are accounted for on settlement/receipt basis.

2. Fixed Assets are stated at cost adjusted by revaluation / business valuation.

3. Expenditure during construction/erection period is included under Capital Work-in-Progress and allocated to therespective fixed assets on completion of construction/erection.

4. Assets and liabilities related to foreign currency transactions are stated at exchange rate prevailing at the end of theyear. Exchange difference in respect of fixed assets acquired from outside India is adjusted to the carrying cost offixed assets and in respect of others is charged to Profit & Loss Account. Premium/ Discount in respect of forwardcontracts is recognized over the life of the contract.

5. Long term investments are stated at cost. Provision for diminution in the value of long term investments is madeonly if such a decline is other than temporary in the opinion of the management. The current investments arestated at lower of cost and quoted / fair value computed categorywise.

6. Inventories are valued at lower of cost and net realisable value (except scrap/ waste which are valued at netrealisable value). The cost is computed on weighted average basis. Finished Goods and Process Stock include costof conversion and other costs incurred in bringing the inventories to their present location and condition.

7. Export incentives, Duty drawbacks and Other benefits are recognized in the Profit and Loss Account. Project subsidyis credited to Capital Reserve.

8. Revenue expenditure on Research and Development is charged to Profit and Loss Account and capital expenditureis added to Fixed Assets.

9. Borrowing cost is charged to Profit and Loss Account except cost of borrowing for acquisition of qualifying assetswhich is capitalised till the date of commercial use of the asset.

10. (i) Depreciation on Buildings, Plant & Machinery and Railway Siding is provided as per straight line methodconsidering the rates in force at the time of respective additions of the assets made before 2.4.1987 and onadditions thereafter at the rates and in the manner specified in Schedule XIV to the Companies Act 1956.Depreciation on Other Assets is provided on written down value method as per the said Schedule as amended.Continuous Process Plants as defined in Schedule XIV have been considered on technical evaluation.Depreciation on addition due to exchange rate fluctuation is provided on the basis of residual life of the assets.Depreciation on impaired assets is provided on the basis of their residual useful life.

(ii) Leasehold Land is being amortised over the lease period.

(iii) Depreciation on the increased amount of assets due to revaluation / business valuation is computed on thebasis of residual life of the assets as estimated by the valuers on straight line method.

11. Gratuity and leave encashment benefits are accounted for on the basis of actuarial valuation. Other retirementbenefits are accounted on accrual basis.

12. Current Tax is the amount of tax payable on the estimated taxable income for the current year as per the provisionsof Income Tax Act 1961. Deferred Tax Assets and Liabilities are recognised in respect of current year and prospectiveyears. Deferred Tax Assets is recognized on the basis of reasonable/virtual certainty that sufficient future taxableincome will be available against which the same can be realised.

B. Notes on Accounts

1. During the year, the Company has issued 35,89,700 equity shares on preferential basis in accordance with SEBIguidelines to a group company aggregating to Rs 3499.96 lacs (including premium). The proceeds have been utilisedtowards cost of Captive Power Plant and other ongoing capital expenditure.

2. The Company has issued 41,02,500 Warrants on 31st July 2007 by way of preferential allotment to a group companyin accordance with SEBI guidelines. The holder of each warrant is entitled to subscribe and be allotted one equity

35

share of the face value of Rs. 10/- of the Company at a price of Rs. 97.50 (including a premium of Rs.87.50) at anytime before the the expiry of 18 months from the date of allotment. The Company received 10% of the issue priceon Warrant subscription, which has been utilised for augmenting long term resources of the Company.

3. Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Rs.3259.59 lacs(Previous year Rs.13371.94 lacs).

4. Contingent liabilities in respect of claims not accepted by the Company and not provided for Rs.2117.76 lacs(Previous year Rs.950.89 lacs). Details there-of are Excise duty liabilities in respect of matters in appeal Rs.500.59lacs, Sales Tax liability in respect of matters in appeals Rs.1017.94 lacs and other matters Rs.599.23 lacs (Previousyear Rs.366.07 lacs, Rs.168.68 lacs, Rs.416.14 lacs respectively)

5. In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending beforethe Appellate Authorities and adjustment, if any, will be made after the same are finally settled.

No provision for taxation including MAT is considered necessary since the loss is being carried over for taxationpurpose (adjusted Rs. 281.55 crores in Share Premium and Rs.100.00 crore in Revaluation Reserve pursuant to thescheme for the purpose of accounts in earlier year).

6. Contingent liability for non-use of jute bags for Cement packing upto 30th June 1997, as per Jute Packaging Materials(Compulsory use of Packaging Commodities) Act 1987 is not ascertained and the matter is subjudice. The Governmenthas excluded Cement Industry from application of the said Order from 1st July 1997.

7. Under the Sales Tax exemption granted by the State Government, contingent liability may arise, if the Hon’bleSupreme Court of India, in case of another Company on the same subject, decides contrary to the judgement ofHon’ble High Court of Rajasthan, presently amount cannot be ascertained.

8. a) Factory & Service Buildings and Plant & Machinery of Lakshmi Cement Plant were revalued as at 1st April1990.Certain fixed assets of Lakshmi Cement Plant were revalued and updated as at 1st April 1997 and certainBuildings, Plant & Machinery and other assets of Lakshmi Cement Plant were revalued and /or updated as at31st March 2000. Based on report of the valuer on business valuation of Cement business, fixed assets value isredetermined at net replacement cost basis on 1st April 2005. The Gross Block as at 31.03.2007 includescumulative surplus of Rs.30055.80 lacs (Previous year Rs. 30055.80 lacs) arising on revaluation/business valuation.

b) Balance in Revaluation Reserve is net of Rs.7033.92 lacs (Previous year Rs. 7033.92 lacs) arised on revaluationand Rs. 11454.18 lacs (Previous year Rs. 11454.18 lacs) arised on business valuation (refer 8 (a) herein above),after providing for additional depreciation.

9. Sundry Debtors exceeding six months and loans and advances are net of provisions for doubtful debts Rs.1091.64lacs and Rs.715.71 lacs respectively (Previous year Rs. 1092.94 lacs and Rs. 293.77 lacs respectively).

10. Sales include own consumption at cost Rs.187.17 lacs (Previous year Rs.99.10 lacs).

11. a) Pursuant to the Scheme of arrangement u/s 391 of the Companies Act 1956 between the Company & itssecured creditors sanctioned by the Hon’ble High Court of Rajasthan (Jodhpur) on 20th July 2005 effectivefrom 30th September 2003. All loans and debentures have been rescheduled as per the scheme. Interest onstep up basis and premium on repayment of loans and redemption of debentures as per the scheme will beaccounted for as and when the same accrue and fall due.

b) The Hon’ble High Court of Rajasthan (Jodhpur) vide its Order dated 5th May 2006 had sanctioned themodification in the conversion option to be exercised in one instalment in place of three instalments as perthe earlier scheme for conversion of Rs.435.00 lacs out of Rs.9805.00 lacs (RTL IV : Rs.8410.13 lacs andOCBS: Rs.1394.87 lacs) into Rs.43.50 lac Nos. of fully paid up equity shares of Rs.10/- each at par.

Out of Rs.435.00 lacs, Rs.373.11 lacs has been converted into equity into 37.311 lac Nos. of fully paid upequity share of Rs.10/- each at par. Consequent to conversion, the principal amount of RTL-IV stand reducedto the extent of conversion and has become interest free.

12. a) Consumption of Stores and Spares is net of scrap sale Rs.198.11 lacs (Previous year Rs.116.71 lacs).

b) Interest income under Schedule 17 includes Rs.754.42 lacs on deposits with banks and others (Previous yearRs.281.33 lacs) (Tax deducted at source Rs. 90.12 lacs, Previous year Rs. 48.85 lacs).

c) Liabilities/Provisions no longer required (net) includes Rs. 358.26 lacs of credit balances/liabilities written back,provision for sales tax liability Rs 211.00 lacs, provision for electricity incentive of earlier year amounting toRs 39.47 lacs, previous balance recoverable charged off Rs.108.66 lacs and recovery against debtors written

36

off/ provision for doubtful Rs 15.24 lacs.( Previous year Rs 445.31 lacs and Rs. 20.68 lacs toward a lender asper court order and recovery against provision for doubtful debts respectively ). Miscellaneous expenses includeNil toward prior period expenses (Previous year Rs.47.19 lacs) .

13. a) Foreign exchange gain (net) amounting Rs.4.77 lacs (Previous year Rs.22.94 lacs) has been included in respectiveheads of account in Profit & Loss Account.

b) Additions to plant and machinery include Rs Nil on account of foreign exchange rate fluctuations. (Previousyear decrease Rs.0.51 lacs).

c) Foreign currency exposure not hedged are Rs.37.13 lacs (Previous year Rs.1359.85 lacs) (equivalent toUS $ 0.85 lacs, Previous year US $ 30.31 lacs) net payable as at 31.03.2007.

14. Research and Development expenditure amounting to Rs.21.30 lacs (Previous year Rs. 20.07 lacs) has been debitedto Profit and Loss Account.

15. Investor Education and Protection Fund includes Rs.9.56 lacs for unclaimed fixed deposits (31.03.2006 Rs.10.67lacs), Rs.33.55 lacs for unclaimed amount on debentures (31.03.2006 Rs.33.67 lacs) and Rs.42.32 lacs interestaccrued on above (31.03.2006 Rs.41.97 lacs)

16. Depreciation amounting to Rs.1040.11 lacs pertaining to revaluation/business valuation of assets which was beingcharged to Profit and Loss Account now charged to Revaluation Reserve.

17. a) Sundry Creditors include Rs.0.87 lacs (Previous year Rs.1.33 lacs) due to industrial undertakings to the extentsuch parties have been identified from available information and Rs.4587.35 lacs (Previous year Rs.2484.84lacs) due to the creditors other than small scale industrial undertakings. There are no small scale industrialundertakings where outstanding exceeds for more than 30 days.

b) Based on information so far available with the Company upto 30th April 2007 in respect of SME (as defined in‘The Micro Small & Medium Enterprises Development Act 2006’) there are no delay in payment of dues tosuch enterpries.

c) Some of the Balances of debtors and creditors are in process of confirmation.

18. The Company has only one business segment i.e. Cement.

19. Under Loans and advances, advances recoverable in cash or in kind includes Loan amounting to Rs. 6000.00 lacs(Previous year Rs 6000.00 lacs).

Rs. in lacs (0.1 Million)

20. Amount paid to Auditors :

2006-07 2005-06

(i) Statutory Auditors :

Audit Fee 4.50 4.50For Taxation matters 0.50 0.50For Other Services 1.79 2.08Reimbursement of Expenses 0.48 0.16

7.27 7.24

(ii) Cost Auditors :Cost Audit Fee 0.25 0.20Reimbursement of expenses 0.03 -

0.28 0.20

21. a) Remuneration to Vice Chairman & Managing Director, ManagingDirector and Wholetime Directors

i) Salaries 154.40 133.32ii) Contribution to Provident and Other funds * 41.69 35.99iii) Perquisites

(Value as per Income Tax Rules) 62.89 57.18

258.98 226.49

* Excludes provision for Gratuity and Leave encashment, where the

actuarial valuation is done on overall Company basis.

37

b) Above includes Rs 63.92 lacs in respect of a Managing Director, for which approval of Central Government is awaited.

22. Expenses charged to Raw Material (Limestone) account includes :Rs. in lacs (0.1 Million)

2006-07 2005-06

Salaries, Wages, Bonus and Gratuity etc. 359.46 292.71

Contribution to Provident Fund 15.02 14.10

Employees’ Welfare 51.79 46.96

Consumption of Stores and Spares 1486.97 1305.27

Power, Fuel and Water 233.10 216.61

Repairs to Machinery 61.52 124.19

Insurance 3.67 3.59

Rates and Taxes 56.77 5.88

Royalty 1681.45 1627.34

Miscellaneous Expenses 21.35 46.38

3971.10 3683.03

23. Related Party Disclosure:List of Related Parties:a) Associates :

JK Industries Ltd.JK Paper Ltd.

b) Key Management Personnel:Shri Bharat Hari Singhania, Vice Chairman & Managing Director,Smt. Vinita Singhania, Managing Director,Shri S.K. Wali, Whole-time Director, Shri S. Chouksey, Whole-time Director

c) Enterprise where significant influence exists :Rockwood Properties Pvt. Ltd.The following transactions were carried out with related parties inthe ordinary course of business :


Enterprise whereKey management significant

Nature of transactions Associates Personnel influence exists

i) Reimbursement of Expenses:– Received 298.19 – –

(338.97) ( – ) ( –)– Paid 303.71 – –

(311.84) ( – ) ( – )ii) Purchase of Goods/Payment for expenses 9.83 – 27.00

(17.50) ( – ) ( – )iii) Sale of Goods 297.55 – –

(121.38) ( – ) ( – )iv) Security deposit / Advance – – 36.00

( – ) ( – ) ( – )v) Outstanding as at year end:

– Receivable 5.21 1.30 29.25(62.90) (1.30) ( – )

– Payable 5.01 – –(0.29) ( – ) ( – )

1 Details of remuneration to Key Management Personnel are given in Note No.21

2 Figures given in brackets represent Previous year.

38

24. Capital work-in-progress includes Machinery in stock, construction / eraction materials, advances for Constructionand Machinery and also includes the following pre-operation expenses pending allocation.


2006-07 2005-06

Power and Fuel 162.65 25.24Salaries & Wages 10.71 10.43Employees Welfare and Other benefits 4.14 3.53Consultancy Charges 50.94 209.65Travelling Expenses 10.49 13.28Miscellaneous Expenses 230.34 68.52Interest 220.45 11.46

689.72 342.11Add : Expenditure upto previous year 342.11 –Less : Transferred to Fixed Assets 740.40 –

291.43 342.11

25. Earnings per Share

a) Net Profit after tax available for Equity Shareholders 17810.68 5544.85

b) Weighted average No. of Equity Shares (Basic) 5,50,79,320 4,97,56,162

Effect of potential equity shares on :

– Conversion option 910,981 4,350,000

– Warrants outstanding 1,285,643 –

Weighted average No. of Equity Shares (Diluted) 5,72,75,944 5,41,06,162

c) Basic Earnings per share (Rs.) - Cash 40.39 21.81

– After Tax 32.34 11.14

d) Diluted Earnings per share (Rs.) 31.10 10.25

26. Deferred Tax:

The break-up of deferred tax asset / liability is as follows:


As at As at

31.3.2007 31.3.2006

Deferred tax asset on account of:

i) Unabsorbed depreciation and carried forward business losses 12613.25 13044.80

ii) Others 1260.89 635.28

13874.14 13680.08Deferred tax liability on account of:Difference between book depreciation and tax depreciation 10069.99 9875.93

Net deferred tax asset 3804.15 3804.15

The company has, based on its operational parameters and future earnings, reassessed and recognised deferred taxassets (net) as above. The management is of the view that sufficient future taxable income will be available againstwhich such deferred tax asset can be realised.

39

27. Particulars of Capacity (Per annum) Production, Sales and Stocks :

Installed Sales Opening Stocks Closing StocksDescription Unit Capacity (a) Production

Quantity Quantity Quantity Rs.in lacs Quantity Rs.in lacs Quantity Rs.in lacs

(b) ( c )Cement Tonnes 34,00,000 28,45,702 31,53,185 97099.47 19,535 392.47 42,597 1029.38

(b)(24,00,000) (26,63,459) (30,11,581) (70002.91) (34,200) (601.02) (19,535) (392.47)

Notes:(a) As certified by the Management ; increased w.e.f . 27th March, 2007.

(b) Includes Clinker sale 2,80,711 Tonnes (Rs.7293.36 lacs) - (Previous year 2,77,433 Tonnes (Rs.4949.76 lacs)).

(c) Including other sales amounting to Rs.615.61 lacs (Previous year Rs.102.51).

(d) Figures in Bracket represent previous year.

28. Purchase of Finished Goods 49,834 Tonnes - Rs.1749.49 lacs (Previous year 56,024 Tonnes - Rs.1571.94 lacs)

29. Particulars of Raw Materials consumed :

Description 2006-07 2005-06

Quantity Amount Quantity AmountTonnes Rs. in lacs Tonnes Rs. in lacs

(0.1Miln) (0.1Miln)

Limestone 36,58,765 3971.10 35,15,015 3683.03

Gypsum 1,35,298 1323.40 1,49,954 1048.83

Fly ash 3,99,345 2617.23 2,37,316 1169.01

Others 1094.64 413.26

9006.37 6314.13

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

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

40


31. Other Particulars : 2006-07 2005-06

a) Expenditure in Foreign Currency on account of

i) Interest payment in Rupees to Financial

Institutions/Banks on Foreign Currency Loans – 6.08

ii) Consultancy and know-how fee 47.17 26.66

iii) Others 24.46 37.46

71.63 70.20

b) Earning in Foreign Currency on account of

FOB value of Exports 457.87 –

c) C.I.F. Value of Imports :

i) Raw Materials – –

ii) Stores and Spares 882.49 589.14

iii) Capital Goods 1157.70 –

2040.19 589.14

2006-07 2005-06

d) Raw Materials, Stores andSpares consumed : Rs.in lacs % of Total Rs.in lacs % of Total

(0.1 Miln.) (0.1 Miln.)

i) Raw Materials :

Imported – – – –

Indigenous 9006.37 100.00 6314.13 100.00

9006.37 100.00 6314.13 100.00

ii) Stores and Spares :

Imported 344.74 5.66 435.91 8.66

Indigenous * 5742.13 94.34 4597.53 91.34

6086.87 100.00 5033.44 100.00

* Excluding Scrap sale Rs.198.11 lacs(Previous year Rs.116.71 lacs)

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






41

Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part IV of theCompanies Act1956I. Registration Details

Registration No. 019511State Code 17Balance Sheet Date 31.03.2007

II. Capital Raised During the Year(Amount in Rs.Thousands)

Public Issue NILBonus Issue NILRights Issue NILPrivate Placement 73,208

III. Position of Mobilisation and Depoloyment of Funds(Amount in Rs. Thousands)

Total Liabilities 1,25,87,090Total Assets 1,25,87,090

Sources of FundsPaid-up Capital 5,70,876Equity Share Entitlement Warrants 40,000Reserves & Surplus 35,27,150Secured Loans 64,13,031Unsecured Loans 8,83,425

Application of FundsNet Fixed Assets 82,21,293Investments 581,077Net Current Assets 22,51,696Deferred Tax Asset 3,80,415Miscellaneous Expenditure NILAccumulated Losses NIL

IV. Performance of the Company(Amount in Rs. Thousands)

Turnover including Other Income 97,42,736Total Expenditure 79,54,566Profit before Tax 17,88,170Fringe Benefit Tax 7,102Profit After Tax 17,81,068Earnings per Share (Rs.) 32.34Dividend Rate (%) 10%

V. Generic Names of Principal Products/Services of the Company(As per Monetary terms)

Item Code No. 2523.29Product Description Cement






42

CASH FLOW STATEMENT

For the Year Ended 31st March 2007Rs. in lacs (0.1 Million)

2006-07 2005-06

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and exceptional items 17881.70 5625.05

Adjustments for:

Depreciation 4433.30 5306.79

Interest on Investments, Deposits & Others (775.52) (283.02)

Profit on Sale of Assets & Investments (net) (234.87) (266.96)

Interest expenses (Gross) 4388.76 2230.82

Provision for Doubtful debts/Advances 423.13 –

Liabilities, no longer required (Net) (14.37) (474.41)

Operating Profit before Working Capital changes 26102.13 12138.27

Adjustments for:

Trade and Other Receivables 676.65 (2983.86)

Inventories (1918.29) (389.07)

Trade and Other Payables 4266.80 (341.92)

Cash generated from Operations 29127.29 8423.42

Fringe Benefit Tax (71.02) (80.20)

Net Cash from Operating Activities 29056.27 8343.22

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (15472.31) (7186.44)

Sale of Fixed Assets 71.48 270.90

(Purchase) / Sale of Investments (net) (5580.48) 32.48

Interest Received 422.12 456.96

Net Cash from / (used in ) Investing Activities (20559.19) (6426.10)

43


2006-07 2005-06

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Share Capital (Net) 2599.95 –

Proceeds from Long-term borrowings 9780.56 1633.20

Repayment of Long-term borrowings (4775.12) (1218.23)

Short-term borrowings (net) 866.13 (1199.73)

Interest / premium paid (3110.12) (2179.06)

Net Cash from / (used in) Financing Activities 5361.40 (2963.82)

D. Increase / (Decrease) in

Cash and Cash Equivalents 13858.48 (1046.70)

E. Cash and Cash Equivalents as at the beginning of the year 1209.30 2256.00

F. Cash and Cash Equivalents as at the

close of the year 15067.78 1209.30

Notes:1. Cash and Cash Equivalents include:

- Cash, Cheques in hand and remittances in transit 467.80 232.73

- Balances with Scheduled Banks 14599.98 976.57

15067.78 1209.30

2 The effect of items i.e. conversion of loan into equity etc.are cash neutral and as such not considered in this statement.

3 Previous year’s figures have been re-arranged andre-cast wherever necessary.






CASH FLOW STATEMENT (Contd.)

44

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

N O T I C E

NOTICE is hereby given that the 67th Annual General Meeting of the Members of JK LAKSHMI CEMENT LIMITEDwill be held at the Company’s Registered Office at Jaykaypuram-307019, Basantgarh, Dist. Sirohi, Rajasthan, onThursday, the 12th July 2007 at 3.00 P.M. to transact the following business:

1. To receive, consider and adopt the Audited Accounts of the Company for the financial year ended 31st March2007 and the Reports of the Directors and Auditors thereon.

2. To declare dividend.

3. To appoint a Director in place of Shri B.V. Bhargava, who retires by rotation and being eligible, offers himselffor re-appointment.

4. To appoint a Director in place of Shri N.G. Khaitan, who retires by rotation and being eligible, offers himselffor re-appointment.

5. To appoint Auditors and to fix their remuneration and in connection therewith to pass, with or withoutmodification(s), the following as Ordinary Resolution:

“ RESOLVED that pursuant to the provisions of Section 224 of the Companies Act 1956, M/s. Lodha & Co.,Chartered Accountants, New Delhi be and are hereby appointed as Auditors of the Company from the conclusionof the 67th Annual General Meeting upto the conclusion of the next Annual General Meeting on a remunerationof Rs. 5,50,000/-(Rupees Five lakh Fifty thousand only) excluding service tax as applicable and reimbursement oftravelling and other out-of-pocket expenses actually incurred by the said Auditors in connection with the audit.”

AS SPECIAL BUSINESS

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

“RESOLVED that pursuant to sub-sections (4) and (7) of Section 309 of the Companies Act 1956 and Article105B of the Articles of Association of the Company, approval of the Company be and is hereby accorded andit shall always be deemed to have been accorded to the payment of commission not exceeding 1% of theannual net profits of the Company computed in the manner referred to in sub-section (1) of Section 198 readwith Sections 349 and 350 and other applicable provisions of the said Act for a period of five financialyears commencing 1st April 2007 in the manner provided by the Articles to the Directors other than theManaging Director(s) and Whole-time Director(s) of the Company, who may in their discretion accept a loweramount in any year or years.”

By Order of the Board

Regd. Office:

Jaykaypuram-307 019 B.K. DagaBasantgarh, Dist. Sirohi (Rajasthan) Vice President &16th May 2007 Company Secretary

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. SUCH PROXY NEED NOT BE A MEMBER OFTHE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOTLESS THAN 48 HOURS BEFORE THE MEETING.

2. Explanatory Statement pursuant to Section 173(2) of the Companies Act 1956 is annexed.

3. The Registers of Members and Share Transfer Books of the Company shall remain closed from 9th July 2007to 12th July 2007 (both days inclusive).

4. The Dividend @ 10% (Re. 1 per Equity Share of Rs. 10 each) as recommended by the Board of Directors, ifdeclared at the Annual General Meeting, will be paid to the Members whose names are borne on the

45

Company’s Register of Members on the 12th July 2007 or to their mandatees. In respect of shares held indematerialised form, the dividend will be paid on the basis of details of beneficial ownership to be receivedfrom the Depositories for this purpose.

5. Directors liable to retire by rotation (Item no 3 & 4):

(1) Shri B.V. Bhargava aged 71 years, has been on the Board of Directors of the Company since April 1997.He is also Chairman of the Audit Committee of Directors of the Company. Shri Bhargava has had adistinguished career in development banking and project finance for nearly three decades. He retiredfrom ICICI w.e.f. May 1, 1996 as Vice Chairman and Managing Director. During his tenure with ICICI, hehas acquired deep knowledge of Indian industry and the problems of Industrial development. He is alsoon the Board of various large companies, namely, Raymond Ltd., CRISIL Ltd., Supreme Industries Ltd.,Grasim Industries Ltd., ICICI Lombard General Insurance Company Ltd., IREVNA Research Services Limited,SI Group- India Limited, L&T Infrastructure Finance Company Limited, National Commodity & DerivativeExchange Ltd. and Excel Crop Care Ltd. Committee position of Shri Bhargava : Chairmanof the Audit Committee of Directors of Grasim Industries Ltd., Shareholders Grievance Committees ofCrisil Ltd. and Investment and Credit Committee of L&T Infrastructure Finance Company Limited, Memberof the Audit Committees of Raymond Ltd., Crisil Ltd., National Commodity & Derivative Exchange Ltd.,Excel Crop Care Ltd., SI Group- India Limited, Shareholders Grievance Committee of SI Group-India Limited.

(2) Shri N.G. Khaitan, aged 56 years, by profession is an Attorney-At-Law (Graduate from St. Xaviers College,Calcutta). Shri Khaitan joined the Board of Directors of the Company on December 1993. He is also theMember of Company’s Audit Committee and Shareholders Grievance Committee of Directors. ShriKhaitan is a director on the Board of various other companies including Chase Bright Steel Ltd, GobindSugar Mills Ltd., Hindustan Sanitaryware & Industries Ltd., Kesoram Textile Mills Ltd., Mangalam TimberProducts Ltd., Mangalam Cement Ltd., Naga Dhunseri Group Ltd., Polar Pharma India Ltd., RelianceChemotex Industries Ltd., Rasoi Ltd, Rowdown Business (P) Ltd., Xenix Servis (P) Ltd., CD Equi Search(Pvt.) Ltd., CD Equi Finance (Pvt.) Ltd. Committee position of Shri Khaitan : Chairman of the AuditCommittees of Directors of Mangalam Timber Products Ltd., Kesoram Textile Mills Ltd. Member of theShare Transfer Committees of Mangalam Timber products Ltd., Kesoram Textile Mills Ltd., Member ofthe Audit Committees of Hindustan Sanitaryware & Industries Ltd., Reliance Chemotex Industries Ltd.and Mangalam Cement Ltd., Investors Grievance Committees of Gobind Sugar Mills Ltd. and HindustanSanitaryware & Industries Ltd.

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT 1956

Item No. 6

Under Article 105B of the Articles of Association of the Company read with Section 309(4) of the Companies Act1956, the Directors other than the Managing/Whole-time Directors of the Company are entitled to receive asremuneration a commission not exceeding 1% of the annual net profits of the Company, in addition to the sittingfees for every meeting of the Board/ Committee of Directors attended by them. The Company had earlier, at itsAnnual General Meeting held on 16th September 1996, authorised payment of such commission for a period offive years w.e.f 1st April 1995. It is considered desirable to take fresh approval of the Shareholders to pay to theDirectors other than Managing/ Wholetime Directors remuneration by way of commission not exceeding 1% ofannual net profits of the Company for a period of five financial years w.e.f 1st April 2007. The proposed resolutionis accordingly recommended for approval of the Shareholders by means of a Special Resolution.

Each of the Directors of the Company excepting the Managing Directors and the Whole-time Directors may bedeemed to be concerned or interested in the resolution to the extent of the entitlement of their share of remunerationby way of commission.

By Order of the Board

Regd.Office:

Jaykaypuram-307 019 B.K. DagaBasantgarh, Dist. Sirohi (Rajasthan) Vice President &16th May 2007 Company Secretary

46

FOR ATTENTION OF THE SHAREHOLDERS

1. Members/proxies should bring the Attendance Slip sent herewith duly filled in for attending the Annual General

Meeting.

2. Please check the Pin-code in the address slip pasted on the envelope and advise correction, if any, therein. Also

please do indicate the Pin Code Number of your delivery Post Office while notifying change in your address to

the Company.

3. Requests for transfer of Equity Shares and related correspondence should be addressed to the Company’s

Registrar and Share Transfer Agents : MCS Limited, Srivenkatesh Bhawan, W-40, Okhla Industrial Area, Phase-II,

New Delhi-110020 (MCS). The Shareholder may approach their Depository Participant for getting their shares

dematerialised and in respect of shares already held in dematerialised mode for registration of change in their

addresses, bank mandates, nominations etc.

Investor Grievances can be lodged online with MCS. Please log in to www.mcsdel.com and click on Investors

Services to register your queries/ grievances which will be responded by MCS on priority basis. In case of any

difficulty, please write to the Company Secretary at Gulab Bhawan (Rear Block), 3rd Floor, 6A, Bahadur Shah

Zafar Marg, New Delhi- 110 002 or E-mail: [email protected]. Please quote your Folio No. or no. of shares

for prompt attention.

4. The Members are requested to furnish to the Company their Bank particulars in the prescribed form to enable

the Company to directly credit the dividend amount in their Bank Account through Electronic Clearing Service

Mechanism (ECS). To avoid fraudulent encashment of Dividend Warrants, Members are requested to advise

details of their Bank Account i.e. name and address of the Bank, Account No. and name of Account holder(s) for

printing on the Dividend Warrants.

5. Unpaid/Unclaimed Dividends, Matured Debentures- Transfer to Investor Education and Protection Fund

etc : Pursuant to Section 205C of the Companies Act 1956 (the Act), dividends upto the financial year ended

31st March 1997, which remained unclaimed/unpaid for a period of 7 years, have already been transferred to

the Investor Education and Protection Fund(IE & PF), as per the provisions of the Companies Act 1956 (the Act)

read with the relevant Rules framed thereunder.

The 14% and 16% NCDs issued by the Company on 9.2.1993, pursuant to the letter of offer dated 12th November

1992 were redeemable in three equal annual instalments on 8.2.2000, 8.2.2001 & 8.2.2002. Under the above

provisions of the Act, unclaimed/ unpaid amounts in respect of the first instalment of redemption of Rs. 60 per

14% NCD and Rs. 40 per 16% NCD (Redemption - cum - interest warrants dated 31.3.2000) also stands

transferred to IE & PF . It may be noted that no claim shall lie against the IE & PF or the Company in respect of

the amounts already transferred as aforesaid.

Holders of the aforesaid NCDs may kindly note that Redemption- cum- Interest Warrants dated 8.2.2001

(II Redemption - 8.2.2001 ) and dated 8.2.2002 ( III Redemption- 8.2.2002) issued by the Company and which

remain unclaimed/ unpaid for a period of 7 years from the date of issue thereof are also required to be transferred

to IE & PF (Due date 7.2.2008 and 7.2.2009 respectively). Debentureholders who have not yet encashed the

interest/ redemption warrants relating to the aforesaid NCDs may write to the Company for revalidation/ issue of

duplicate interest/ redemption warrants quoting their folio numbers.

6. Nomination: In terms of Section 109A of the Act, individual shareholders holding shares in the Company singly

or jointly may nominate an individual to whom all the rights in the shares of the Company shall vest in the event

of death of the sole/all joint Shareholders, if any.

7. Dematerialisation of Shares and Liquidity: Members may in their own interest consider dematerialisation of

their shareholding in the Company held in physical form. Dematerialisation facility is available both on NSDL

and CDSL. Company’s ISIN No. is INE786A01024

47

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

ADMISSION SLIP

Folio No./ DP ID / Client ID #

No. of Equity Shares held

I hereby record my presence at the 67th Annual General Meeting of the Company being held at

Jaykaypuram-307 019, Basantgarh, Dist. Sirohi, Rajasthan on Thursday, the 12th July 2007 at 3.00 P.M.

Name of the Shareholder(in block letter)

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

* Strike out whichever is not applicable

# Applicable for investors holding shares in dematerialised form.

Signature of the attending Shareholder/Proxy/Authorised Representative*

Notes: Please produce this Admission Slip duly filled and signed at the entrance of the meeting hall.

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

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

PROXY FORM

I / We - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

of - - - - - - - - - - - - - - - - - - - - - - - being a member / members of JK Lakshmi Cement Ltd. hereby appoint

Shri/Smt./Km. - - - - - - - - - - - - - - - - - - - - - - - - of - - - - - - - - - - - - - - - - - - - - - - - - -

or failing him Shri/Smt./Km/- - - - - - - - - - - - - - of - - - - - - - - - - - - - - - - - - - - - - - - -

or failing him Shri/Smt./Km/- - - - - - - - - - - - - - -of - - - - - - - - - - - - - - - - - - - - - - - - -

as my/our proxy in my/our absence to attend and vote for me/us and on my /our behalf at the 67th Annual

General Meeting of the Company to be held on Thursday, the 12th July 2007 at 3.00 P.M. and at any

adjournment thereof.

Signed this - - - - - - - day of - - - - - - - - 2007.

Folio No./DP ID/Client ID # Signature(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

No. of Equity Shares held

# Applicable for Shareholders holding shares in dematerialised form.

Note : The proxy, in order to be effective, should be duly completed, stamped and signed and must

be deposited at the Registered Office of the Company at Jaykaypuram-307019, Basantgarh,

Dist. Sirohi, Rajasthan, at least 48 hours before the scheduled time.

Affix 30

paise

Revenue

Stamp

Cov FB-P1Shankar Singhania- 83,259 shares, Shri B.V. Bhargava-3,330 shares, Shri Nand Gopal Khaitan-...

Documents

Transcript of Cov FB-P1Shankar Singhania- 83,259 shares, Shri B.V. Bhargava-3,330 shares, Shri Nand Gopal Khaitan-...