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Annual Report 2008-09
DIRECTORS‘ REPORT
TO THE MEMBERS DIVIDEND
The Directors have pleasure in presenting the Your Directors are pleased to recommend
69th Annual Report together with the Audited a dividend of Rs.4 per Equity Share (40%) on
Accounts of the Company for the year ended the Equity Share Capital of Rs.61.18 crore
31st March 2009. (6,11,79,462 fully paid Equity Shares of Rs.10
each). The Dividend outgo for the current fiscal
FINANCIAL RESULTS
would amount to Rs.28.63 crore (inclusive of
Rs. in Crore dividend distribution tax of Rs.4.16 crore) as
against Rs.17.90 crore of the previous year.
2008-09 2007-08
OPERATIONS
Sales & Other Income 1410.19 1293.07
During the year 2008-09 under review,
Profit before Interest & the Company has achieved a sales turnover of
Depreciation 316.70 357.97 Rs.1404.05 crore with net sales at Rs.1224.53
crore which corresponds to 11% growth over the
Profit before Depreciation 295.79 330.12 previous year.
Both Production and Sales have registered a

Profit after Tax 178.59 223.67
satisfactory growth of 11% and 10% respectively.
Debenture Redemption Company’s capacity utilization at 104% compares
Reserve Written back – 11.30 well with the Industry which operated at nearly
88%. The profitability, however, was impacted
Surplus brought forward 77.11 60.04 especially in the first half of the year by lower
sales realization on one hand and steep hike in the
Amount available for
255.70 295.01 input costs on the other. During this period, the
appropriation
prices of coal and petcoke witnessed a sharp rise,
Appropriations
though subsequently in the last quarter with the
fall in the international prices, the Company’s fuel
- Dividend 28.63 17.90
cost was corrected to some extent. The Company
(incl. tax on Dividend)
has been able to contain the freight cost despite
- General Reserve 125.00 200.00 the increase in fuel prices as also increase in the
railway tariffs by optimizing market destinations
- Surplus carried to Balance as also rail-road distribution.
Sheet 102.07 77.11
Our 36 MW Captive Thermal Power plant
255.70 295.01 at Sirohi which was commissioned last year at a
capital outlay of Rs.152 core operated at 100%
12
capacity utilization during the year 2008-09, formalities with respect to the required licences. Its
generating 24 crore units as against 15 crore units land acquisition activities are also well underway
in the previous year, thereby resulting in savings and moving satisfactorily.
in the power cost.
OUTLOOK
EXPANSIONS
The year under review has witnessed slowing
It is a matter of great satisfaction that despite the down of the Indian economy as a fall out of the
difficult conditions, the Company could complete global crisis resulting in severe recession being
in time its various Projects for enhancement in the faced by the world economy in general and the
clinkerisation capacity as well as setting up of a developed economies in particular. During the
Split Location Grinding unit in Gujarat. With the first six months of the year, the growth of cement
completion of these projects, the cement capacity consumption in India was only 6.7%, which
of the Company stands raised to 4.75 Million is substantially lower than the near double-
Tonne per annum as against 3.65 Million Tonne digit growth in the cement industry recorded
per annum at the end of the previous financial in the previous three years. The second half of
year, an increase of over 30%. the financial year, however, saw a spurt in the
demand, leading to a growth of 9.14%, taking
Although India is the second largest cement
the Industry’s cumulative yearly growth to nearly
producer in the world with around 213 Million
8%. This has been possible with the continued
Tonne cement capacity, the consumption of Ready
emphasis on the infrastructure development
Mix Concrete (RMC) by the Indian Construction
and a comparatively less affected rural Indian
Industry is only 3 to 4%, as against over 60% in
economy.
developed countries. Considering the growth
potential of this segment, the Company has been Sustainability of this growth in cement
pursuing this value added line and has currently consumption remains to be seen in the back-drop of
11 fully operational State of the Art plants, the policies and emphasis of the new Government
manufacturing Ready Mix Concrete under the on the infrastructure development as also towards
brand name “JK Lakshmi Power Mix”, which will the housing sector. A situation of considerable
be gradually expanded further. cement surplus in FY 2009-10, however, seems
inevitable in view of the additional capacities
Our Company is also setting up a Waste Heat
which are likely to fructify this year. This would
Recovery Power Project involving estimated
have a bearing on the pricing and the capacity
capital outlay of Rs.125 crore. The project is
utilization.
aimed to generate 12 MW of additional power
at substantially lower cost and is likely to be DIRECTORS
commissioned by March 2011.
Ms. Amita Narain has been nominated by
The Company is moving ahead with setting IDBI on the Board w.e.f. 8th September 2008, in
up of a new Greenfield Cement Plant at Durg in place of its earlier Nominee Director, Shri Pradip
the State of Chattisgarh, with an annual capacity Roy. Nomination of Shri V.K. Guruswamy was
of 2.7 Million Tonne and has completed various withdrawn by LIC, w.e.f. 10th November 2008.
13
The Board of Directors places on record its sincere COST AUDIT

appreciation of the valuable services rendered by
Audit of the Cost Accounts of the Company
Shri Pradip Roy and Shri V.K. Guruswamy during
relating to ‘Cement’ for the year ended 31st March
their respective tenures of office.
2009 will be conducted by the Cost Auditors and
The Board has appointed Shri Kashi Nath Cost Audit Report will be submitted to the Ministry
Memani, Dr. Ajay Dua and Shri Pradeep Dinodia, of Company Affairs, Government of India.
as Additional Directors of the Company, w.e.f.
5th August 2008, 25th August 2008 and 16th CORPORATE GOVERNANCE
March 2009 respectively. They are independent Your Company endeavours to have
and shall hold office upto the date of the ensuing highest standard of Corporate Governance in
Annual General Meeting (AGM). The Company its operations. Pursuant to Clause 49 of the
has received requisite Notices from Members
Listing Agreement with the Stock Exchanges,
under Section 257 of the Companies Act, 1956
Management Discussion and Analysis, Corporate
proposing the names of Shri Kashi Nath Memani,
Governance Report and Auditors’ Certificate
Dr. Ajay Dua and Shri Pradeep Dinodia for
regarding compliance of the conditions of
appointment as Directors liable to retire by rotation
Corporate Governance are made a part of this
at the AGM. The Board of Directors commend
Annual Report.
their appointments.
CONSERVATION OF ENERGY ETC.
Shri Hari Shankar Singhania and Shri B.V.
Bhargava, retire by rotation at the forthcoming Pursuant to Section 217(1)(e) of the Companies
Annual General Meeting of the Company Act 1956 read with the Companies (Disclosure
and being eligible, offer themselves for of Particulars in the Report of Board of Directors)
re-appointment. Rules 1988, particulars of energy conservation,
SUBSIDIARY COMPANY technology absorption, foreign exchange earnings
and outgo are annexed and forms part of the
Hansdeep Industries and Trading Company Annual Report.
Limited having a paid up capital of Rs. 5 lac has
become wholly-owned subsidiary of the Company PARTICULARS OF EMPLOYEES
w.e.f. 22nd October 2008. Information in accordance with the provisions
Requisite particulars of the aforesaid of Section 217(2A) of the Companies Act 1956
subsidiary company pursuant to Section 212 of read with the Companies (Particulars of Employees)
the Companies Act 1956 are appended. Rules, 1975 regarding employees is given in
Annexure B to the Directors’ Report. However, as
AUDITORS per the provisions of Section 219(1)(b)(iv) of the
M/s. Lodha & Co., Chartered Accountants, Companies Act 1956, the Annual Report is being
Auditors of the Company, retire and are eligible sent to all shareholders of the Company excluding
for re-appointment. The observations of the the aforesaid information. Any shareholder
Auditors in their Report on Accounts read with interested in obtaining such particulars may write to
the relevant notes are self-explanatory. the Secretary at the Company’s New Delhi Office.
14
DIRECTORS’ RESPONSIBILITY STATEMENT • the annual accounts have been prepared on a
going concern basis.
Pursuant to the requirement of Section
217(2AA) of the Companies Act 1956 and based ACKNOWLEDGEMENTS
on the confirmations received from the concerned
Your Directors wish to thank and acknowledge
officers, the Directors state that:
the Financial Institutions, Banks, Government
• in the preparation of the Annual Accounts, authorities, dealers, suppliers, business associates
the applicable accounting standards have and Company’s valued customers for their
been followed along with proper explanation assistance and cooperation and the esteemed
relating to material departures in the financial Shareholders for their continued trust and
statement; support.
• the accounting policies have been selected The Directors also wish to place on record their
and applied consistently and judgements and deep appreciation of the dedication and passion
estimates made are reasonable and prudent of the “Team JK Lakshmi Cement”, enabling the
so as to give a true and fair view of the state Company expand and grow.
of affairs of the Company at the end of the
financial year and of the Profit or Loss of
the Company for the financial year ended
31st March 2009;
On behalf of the Board of Directors
• proper and sufficient care has been taken for
maintenance of adequate accounting records
in accordance with the provisions of the said HARI SHANKAR SINGHANIA
Act for safeguarding the assets of the Company Chairman
and for preventing and detecting fraud and New Delhi
other irregularities; and Date: 13th May 2009
15
ANNEXURE TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2009
a) Conservation of Energy
M/s. JK Lakshmi Cement Ltd. took following major initiatives with an intention to conserve energy and reduce fuel and power
consumption.
Installation of Bio-mass feeding system in Kiln – 3.
Installation of Fly-ash drying system (use of fuel gas).
Modification in Bag House to reduce Bag House Pressure drop.
Modification of Kiln – 2 PC to reduce Clinker dust fall through.
Installation of separate venting system for Mill and separator of Cement Mill – 1.
Installation of pneumatic feed splitter in Kiln – 3.
Modification in GRR of Raw Mill fan to reduce downtime.
Installation of Bricks in Bull nose in Kiln – 2 & 3 for improvement in refractory life.
Installation of solar water heating system.
These modifications will result in improvement in power and fuel consumption.
b) Technology absorption, adaptation and innovation by technology adaptation
All the above improvements have been completed and the technologies have been fully absorbed and the plant is performing at its optimum
capacity.
c) Research and Development
During the year, the Company has spent Rs. 0.28 crore. This is equivalent to 0.02% of the turnover.
d) Exports, Foreign Exchange Earnings and Outgo Rs. In crore
i) Foreign Exchange earned Nil
ii) Foreign Exchange used 49.77
(CIF value of Imports of fuel, stores and spares,
capital goods, consultancy, know-how fee etc.)
PARTICULARS OF CONSERVATION OF ENERGY
SL. No. Particulars Unit 2008-09 2007-08
A. POWER AND FUEL CONSUMPTION
1. Electricity
(a) Purchased :
Units Kwh in Lacs 748.47 1294.01
Total amount Rs. in crore 34.94 57.41
Rate / Unit Rs. 4.67 4.44
(b) Own Generation:
(i) Through Diesel Generators:
Units Per Litre of Diesel / FO (kwh) 3.06 3.73
Fuel Cost / Unit Rs. 7.19 4.93
(ii) Through Steam Turbine / Generators
Units Per Kg of Fuel (kwh) 1.76 1.70
Fuel Cost / Unit Rs. 2.91 2.75
2. Coal and other Fuel
Quality (Grade) A to D
a) Used in Calcining Raw Meal
Quantity MT 359799 296329
Total Cost Rs. in crore 196.19 141.72
Average Rate Rs./MT 5453 4783
b) Used in Steam Turbine / Generators
Quantity MT 135978 90733
Total Cost Rs. in crore 69.73 42.50
Average Rate Rs/MT 5128 4684
3. Other / Internal Generation - - -
B. CONSUMPTION PER UNIT OF PRODUCTION
Electricity Kwh./MT 80 79
Fuel (Pet Coke / Coal) Kg./MT 89 80
16
CORPORATE GOVERNANCE REPORT The Board periodically reviews Compliance reports
of all laws applicable to the Company and the steps taken
1. COMPANY’S PHILOSOPHY ON CODE OF by the Company to rectify instances of non-compliances,
GOVERNANCE : if any.
Corporate Governance is an integral part of values,
The Company has a Code of Conduct for
ethics and best business practices followed by the
Management Cadre Staff (including Executive Directors),
Company. The core values of the Company are :
which is strictly adhered to. In terms of Clause 49 of the
• commitment to excellence and customer
Listing Agreement and contemporary practices of good
satisfaction
corporate governance, a Code of Conduct was laid down
• maximising long term shareholders’ value by the Board for all the Board Members and Senior
• socially valued enterprise and Management of the Company. The said code is available
• caring for people and environment. on the Company’s website (www.jklakshmicement.
In a nutshell, the philosophy can be described as com). All the Board Members and Senior Management
observing of business practices with the ultimate aim of Personnel have affirmed compliance with the said Code.
enhancing long term shareholders’ value and commitment This Report contains a declaration to this effect signed by
to high standard of business ethics. The Company has in the Managing Director.
place a Code of Corporate Ethics and Conduct reiterating
3. AUDIT COMMITTEE :
its commitment to maintain the highest standards in its
interface with stakeholders and clearly laying down the The Company has an Audit Committee of Directors
core values and corporate ethics to be practised by its since 1987. The "Terms of Reference" of the Committee
entire management cadre. are in conformity with the provisions of Section 292A of
2. BOARD OF DIRECTORS : the Companies Act, 1956 and Clause 49 of the Listing
Agreement with the Stock Exchanges. The Committee
The Board of Directors presently consists of Twelve
comprised of four Directors – three Independent Directors,
Directors comprising of eight non-executive Directors
(NED) of which six are independent (IND). The Chairman namely, Shri B.V. Bhargava (Chairman of the Committee),
is non-executive. Four Board Meetings were held during Shri Pradip Roy (IDBI Nominee), Shri Nand Gopal Khaitan;
the Financial Year 2008-09 ended 31st March 2009, on and Dr. Raghupati Singhania, a non-executive Director.
14th May 2008, 26th July 2008, 18th October 2008 and Nomination of Shri Pradip Roy was withdrawn by IDBI and
15th January 2009. Attendance and other details of the Ms. Amita Narain was appointed by the Board in his place
Directors are given below : w.e.f. 18.10.2008. Managing / Whole-time Directors are
Director Category No. of Board Whether last Outside Directorship and Committee Position
Meetings AGM attended
Attended (26.7.2008)
Directorship $ Committee Committee
Membership@ Chairmanship @
(1) (2) (3) (4) (5) (6) (7)
Shri Hari Shankar Singhania, Chairman NED 3 No 3 - -
Shri Bharat Hari Singhania, Executive 4 Yes 4 1 -
Vice Chairman & Managing Director
Shri B.V. Bhargava IND 4 Yes 10 5 4
Shri Nand Gopal Khaitan IND 4 Yes 8 5 1
Dr. Raghupati Singhania NED 3 No 7 2 -
Ms. Amita Narain (IDBI Nominee- vice Shri Pradip Roy)# IND 2 - 1 - -
Dr. Ajay Dua* IND 2 - 3 1 1
Shri Kashi Nath Memani* IND 1 - 9 1 5
Shri Pradeep Dinodia* IND - - 8 2 5
Smt. Vinita Singhania, Managing Director Executive 4 Yes 2 - -
Shri S. Chouksey, Whole-time Director Executive 4 Yes 1 - -
Shri S.K. Wali, Whole-time Director Executive 4 Yes 1 - -
Shri Pradip Roy (IDBI Nominee) # IND 1 No # # #
Shri V.K. Guruswamy (LIC Nominee) # IND 3 Yes # # #
*Shri Kashi Nath Memani, Dr. Ajay Dua and Shri Pradeep Dinodia were appointed as Additional Directors w.e.f. 05.08.2008, 25.08.2008 and 16.03.2009
respectively.
# Lender / Investor. Nomination of Shri Pradip Roy was withdrawn by IDBI w.e.f. 08.09.2008 and of Shri V.K. Guruswamy by LIC w.e.f. 10.11.2008.
$ As per Section 275 read with Section 278 of the Companies Act 1956.
@ Only covers Memberships / Chairmanships of Audit Committee and Shareholders / Investors Grievance Committee.
17
Permanent Invitees to the Audit Committee. The Chief 6. REMUNERATION PAID TO DIRECTORS :
Finance Officer (CFO) regularly attends the meetings (i) Executive Directors: The aggregate value of salary,
and the Company Secretary acts as the Secretary of the perquisites and contribution to Provident Fund and
Committee.
Superannuation Funds for the financial year ended
During the financial year ended 31st March 2009, 31st March 2009 to the Vice Chairman & Managing
four meetings of the Audit Committee were held. Dates Director, Managing Director, Whole-time Directors
of meetings (number of members attended): 14th May is as follows: Shri Bharat Hari Singhania - Rs.168 lacs
2008 (4), 26th July 2008 (2), 18th October 2008 (3) and plus Rs.450 lacs payable as Commission, Smt. Vinita
15th January 2009 (4). The Statutory Auditors attended
Singhania - Rs.166 lacs plus Rs.450 lacs payable as
all the aforesaid meetings. CFO was also present at all
Commission, Shri S.K. Wali - Rs.79 lacs plus Rs.75 lacs
the meetings.
payable as Commission and Shri S. Chouksey - Rs.78 lacs
4. SHAREHOLDERS / INVESTORS GRIEVANCE plus Rs.75 lacs payable as Commission.
COMMITTEE :
The Company does not have any Stock Option
The Company has Shareholders / Investors Grievance
Scheme. In the case of Whole-time Directors, notice
Committee at the Board level, which consists of four
Directors, namely, Dr. Raghupati Singhania (Chairman period is six months. Severance fee for the Vice
of the Committee), Shri N.G. Khaitan, Shri Bharat Hari Chairman & Managing Director and Managing Director
Singhania and Dr. Ajay Dua (appointed as a member is remuneration for the unexpired residue terms or three
w.e.f. 18.10.2008). Shri B.K. Daga, Vice President & years, whichever is shorter.
Company Secretary, is the Compliance Officer who
(ii) Non-executive Directors: During the financial year
oversees the investors grievances including related to
Transfer / Transmission of shares / Dematerialisation, 2008-09, the Company paid sitting fees aggregating to
Non-receipt of interest / Redemption proceeds on Rs. 6,48,000 to all non-executive Directors for attending
debentures, fractional entitlement Warrants, Dividend the meetings of the Board and/or Committees thereof. In
Warrants, Annual Report etc. addition to sitting fees, commission payable to Shri Hari
During the financial year ended 31st March 2009, Shankar Singhania is Rs. 100 lacs and Rs. 8 lacs each
three meetings of the said committee were held on to Shri B.V. Bhargava, Shri N.G. Khaitan, Dr. Raghupati
14th May 2008, 18th October 2008 and 15th January Singhania and Ms. Amita Narain and Rs. 6 lacs each to
2009. The Company received five complaints, which Shri V.K. Guruswamy, Shri Kashi Nath Memani and
were promptly attended / resolved to the satisfaction Dr. Ajay Dua (proportionately for 8 months). In the case
of the investors. In addition, the Company also has of nominee Directors, the Commission will be paid to
a Committee of Directors (COD), which approves their respective Institutions. The non- executive Directors
registration of transfer and transmission of shares in did not have any other material pecuniary relationship
physical mode on fortnightly basis. During this period, or transactions vis-à-vis the Company during the year
31 meetings of COD were held. All the valid requests for
except as stated above.
transfers of shares were processed in time and there are
no pending transfers of shares. The number of Equity Shares (shares) held by
non-executive Directors in the Company: Shri Hari
5. REMUNERATION COMMITTEE (non-mandatory) :
Shankar Singhania- 83,259 shares, Shri B.V. Bhargava-
The Company does not have any permanent 3,330 shares, Shri Nand Gopal Khaitan- 10,012 shares,
Remuneration Committee. A Remuneration Committee
Dr. Raghupati Singhania- 88,974 shares. Dr. Ajay Dua,
comprising of three independent Directors was
Shri Kashi Nath Memani, Ms. Amita Narain (Nominee
constituted by the Board on 14th May 2008 and on
Director) and Shri Pradeep Dinodia do not hold any
18th October 2008, to consider and determine revision
in the salary range of the Managing Directors of the shares. The Company does not have any outstanding
Company and to determine annual increments to them. convertible instruments.
18
7. GENERAL BODY MEETINGS : The Economic Times, The Financial Express / Business
Location and time for the last three Annual General Standard and one regional daily “Rajasthan Patrika”
Meetings (AGMs): The last three AGMs of the Company (Jaipur), having wide circulation and promptly furnished
were held on 21st July 2006 (2.00 P.M.), 12th July 2007 to the Stock Exchanges for display on their respective
(3.00 P.M.) and 26th July 2008 (5.00 P.M.) at its Regd. websites. The financial results are also displayed on the
Company’s website – www.jklakshmicement.com. As
Office: Jaykaypuram, Distt. Sirohi (Rajasthan). Special
the results are published in newspapers having wide
Resolutions regarding re-appointment of Whole-time
circulation and also displayed on the Company’s website,
Directors, revision in the salary range of Managing
quarterly and half-yearly results are not separately sent
Directors and the Ordinary Resolution regarding
to the Shareholders. Full version of the Annual Report,
contribution to charitable and other funds under Section
Corporate Governance Report, Financial Results and
293(1)(e) of the Companies Act 1956 were passed at the
Shareholding Pattern of the Company are posted on the
said meetings.
Electronic Data Information Filing and Retrieval (EDIFAR)
No special resolutions were required to be put through website namely : www.sebiedifar.nic.in. The website is
postal ballot last year. also accessible through a hyperlink ‘EDIFAR’ from SEBI’s
official website : www.sebi.gov.in.
8. DISCLOSURES :
“Management Discussion & Analysis” forms part of
(a) Disclosures on materially significant related party the Annual Report.
transactions i.e., transactions of the Company of
material nature, with its promoters, the directors or 10. GENERAL SHAREHOLDERS’ INFORMATION :
the management, their subsidiaries or relatives etc.
(i) Annual General Meeting (AGM)
that may have potential conflict with the interests of
the Company at large : None. Suitable disclosure as (a) Date and Time : Please refer to Notice for the AGM
required by Accounting Standard (AS-18) on Related being sent along with the Annual Report.
Party Transactions has been made in the Annual Venue: Regd. Office: Jaykaypuram - 307019,
Report. Basantgarh, Dist. Sirohi, (Rajasthan).
(b) Details of non-compliance by the Company, (b) As required under Clause 49(IV)(G)(i), a brief resume
penalties, strictures imposed on the Company by and other particulars of the appointment and re-
Stock Exchange or SEBI or any Statutory Authority, appointment of the Directors retiring by rotation
on any matter related to capital market, during at the aforesaid AGM are given in the Explanatory
the last three years: There were no cases of non- Statement to the Notice convening the said AGM.
compliance of any matter related to capital markets
during the last three years. (ii) Financial Calendar (Tentative)
(c) The Company has further strengthened its risk Financial Reporting By end
management system and procedures to inform the • for the quarter ending : July 2009
Board about the risk assessment and minimisation 30.06.2009
procedures. A Risk Management Committee headed • for the half-year ending : October 2009
by a Whole-time Director meets on quarterly basis 30.09.2009
and evaluates the efficacy of the framework relating
• for the quarter ending : January 2010
to risk identification and its mitigation laid down
31.12.2009
by the Committee. Board Members are accordingly
informed. • for the year ending : May / June 2010
31.03.2010 (Audited)
9. MEANS OF COMMUNICATION :
• Annual General Meeting for
Quarterly, half-yearly and annual results are normally the Financial Year ending : between July and
published in the leading English newspaper, namely, 2009-10 September 2010
19
(iii) Date of Book Closure: Please refer to Notice for the (ix) Share Transfer System
AGM being sent along with the Annual Report. All valid requests for transfer/transmission of Equity
shares held in physical form are processed within a
(iv) Dividend Payment Date: July / August 2009.
period of 15-20 days from the date of receipt thereof and
(v) Listing of Equity Shares on Stock Exchanges the Share Certificates duly transferred are immediately
(including Security Code) : The Equity Shares of returned to the transferee/lodger. Transaction in the
demated shares are processed by NSDL/CDSL through
the Company are listed and actively traded on the
the Depository Participants with whom the shareholders
Bombay Stock Exchange (500380) and National have opened their demat account.
Stock Exchange, (Symbol: JKLAKSHMI). Listing fee
for the year 2009-10 has been paid to the said Stock (x) Dematerialisation of Shares and Liquidity
Exchanges.
Trading in the Equity Shares of the Company is
(vi) Stock Market Price Data permitted only in dematerialised form. Shareholders
may therefore, in their own interest, dematerialise
Months Bombay Stock Exchange National Stock Exchange
(2008-2009) (BSE) (Rs.) (NSE) (Rs.)
their holdings in physical form, with any one of the
HIGH LOW HIGH LOW Depositories namely NSDL and CDSL. The ISIN No. for
April 2008 129.80 110.00 130.00 109.55 Equity Shares of the Company for both the depositories is
May 2008 120.50 101.10 120.90 101.20 INE786A01024. As on 31st March 2009, 96.30% of the
June 2008 103.00 83.50 104.00 83.50 Equity Shares stand dematerialised. It may be noted that
July 2008 91.90 75.00 92.00 75.15 in respect of shares held in demat form, all the requests
August 2008 97.00 76.65 87.00 76.60 for nomination, change of address, ECS, Bank Mandate
September 2008 81.00 55.50 80.00 54.15
and rematerialisation etc. are to be made only to the
October 2008 62.00 30.25 63.00 31.00
Depository Participant (DP) of the Shareholders.
November 2008 43.95 31.00 44.50 31.70
December 2008 43.50 31.25 45.00 31.50
(xi) Outstanding GDRs and likely impact on Equity
January 2009 44.20 34.50 44.05 35.00
February 2009 42.50 35.80 42.95 35.80 GDRs: 4,96,327 GDR underlying shares (Equity
March 2009 45.00 34.80 44.90 35.10 Shares of Rs. 10 each) representing same number of
(vii) JK Lakshmi Cement Ltd.’s Share Performance v/s outstanding GDRs, stand registered in the name of
BSE Sensex (April’08 - March’09) Citibank, Custodian. These are already included and
JK Lakshmi Cement Ltd.’s Share Performance v/s BSE Sensex (Apr 08 - Mar 09) form part of the existing Equity Share Capital of the
120.00
Company.
100.00
(xii) Plant Location: (1) JK Lakshmi Cement
Relative value to 100
80.00 Jaykaypuram-307 019,

60.00
Basantgarh,
District Sirohi (Rajasthan).
40.00
(2) JK Lakshmi Cement
20.00
Village Motibhoyan,
0.00
Taluka Kalol (N.G.),
Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 F eb-09 Mar-09
Month & Ye ar
Distt. Gandhi Nagar – 382 721,
BSE JKLC
Gujarat.
(viii) Distribution of Shareholdings as on March 31, 2009 (xiii) Address for correspondence regarding share
Category No. of Equity % No. of % transfers and related matters
(No.of Shares) Shares Shareholders
1-500 58,34,361 9.54 1,01,301 95.97
1. JK Lakshmi Cement Limited
501-1000 17,54,777 2.87 2,210 2.09
Secretarial Department,
1001-5000 35,32,894 5.77 1,620 1.54
Gulab Bhawan (Rear Block)
5001-10000 12,57,594 2.06 174 0.17
6A, Bahadur Shah Zafar Marg,
10001 & above 4,87,99,836 79.76 247 0.23
New Delhi- 110 002.
TOTAL 6,11,79,462 100.00 1,05,552 100.00
Ph:(011) 43583073,41011116, 23311112-15
(Extn. 152, 329, 688)
20
Fax Nos. 91-11-2373 9475, 2371 2680 Disclosure of names of persons constituting group in
Contact Person: Mr. Ramesh Gupta relation to JK Lakshmi Cement Limited pursuant to
(E-mail: rgupta@jkmail.com).
Regulation 3(1)(e)(i) of the SEBI (Substantial Acquisition
2. Registrar & Share Transfer Agents(RTA): of Shares & Takeovers) Regulations 1997:
MCS Ltd.,
F-65, First Floor, Okhla Indl. Area, Phase – I, JK Tyre & Industries Ltd., JK Paper Limited, Fenner
New Delhi – 110 020
(India) Ltd., JK Agri Genetics Ltd., BMF Investments Ltd.,
Ph. (011) 41406149, 41406151-52,
41609386, 41709885 Florence Alumina Ltd., JK Sugar Ltd., Bengal & Assam
Fax No. 91-11-41709881 Company Ltd., Nav Bharat Vanijya Ltd., Juggilal Kamlapat
(E-mail: admin@mcsdel.com). Udyog Ltd., Param Shubham Vanijya Ltd., J.K. Credit &
Contact Person: Mr Aniruddha Mitra
(E-Mail: amitra@mcsdel.com). Finance Ltd., Pranav Investment (M.P.) Company Ltd.,
Southern Spinners and Processors Ltd., Modern Cotton
Shareholders are requested to quote their Folio No. / Yarn Spinners Ltd., Hansdeep Industries and Trading
DP ID / Client ID and details of shares held in physical /
Company Ltd., Bhopal Udyog Ltd., Accurate Finman
demat mode, E-mail Ids and Telephone/Fax numbers for
prompt reply to their communications. Services Ltd., Sago Trading Ltd., Dwarkesh Energy Ltd.,
Saptrishi Consultancy Services Ltd., JK Enviro-Tech Ltd.,
11. Declaration:
J.K. Risk Managers & Insurance Brokers Ltd., Panchmahal
This is to confirm that all the Directors and Senior
Management Personnel of the Company have affirmed Properties Ltd., Acorn Engineering Ltd., Elate Builders
compliance with the Code of Conduct for Directors and Pvt. Ltd., LVP Foods Pvt. Ltd., CliniRx Research Pvt. Ltd.,
Senior Management adopted by the Board. Rouncy Trading Pvt. Ltd., M/s. Habras International,
Vinita Singhania M/s. Juggilal Kamlapat Lakshmipat and Directors of the

Managing Director promoter group and their relatives.
AUDITORS’ COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of JK LAKSHMI CEMENT LIMITED
We have examined the compliance of conditions of Corporate Governance by JK LAKSHMI CEMENT 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 the 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 explanation given to us, we certify that
the Company has complied with, in all material respect, 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 further viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For LODHA & CO.,

Chartered Accountants
N.K. LODHA
Place : New Delhi Partner
Dated : 13th May, 2009 Membership No.: 85155
21
MANAGEMENT DISCUSSION On the demand side, the slowdown in the industry,

coupled with the drying up of liquidity & high interest costs,
AND ANALYSIS made a severe impact on the realty and the construction
OVERVIEW sectors. The unprecedented growth in these sectors over
the past few years had contributed significantly to the
• Growth of 11% in Production (including clinker for growth of the cement industry. With uncertainty looming
sale) at 40.20 lac MT against 36.10 lac MT in 2007- large in these key sectors, the consumption of cement
08 witnessed a decline. The decline could have been steeper
but for the continued governmental emphasis on the
• Gross turnover at Rs. 1404 crore, an increase of 9%
development of infrastructure in the country, thanks to
over Rs. 1286 crore in 2007-08.
which the cement industry managed to keep the growth
• Capacity utilization of 104% as against 100% in ticking at a little over 8 per cent which was way above
2007-08 the growth of most of the other sectors of the economy.
• Completion of expansion plans resulting in capacity COMPANY’S PERFORMANCE

going up to 47.45 lac MT in the last quarter.
Against this backdrop of rising input cost and falling
• PBDT for the year Rs.296 crore as against Rs. 330 cement consumption, especially in the housing segment,
crore in 2007-08 our Company took urgent steps to meet the emerging
challenges. A continued focus on cost compression and
• Profit after Tax Rs.179 crore against Rs. 224 crore in
an optimization of distribution mix to higher growth
2007-08
markets were the two key components of our strategy.
INDUSTRY SCENARIO
The measure we undertook in these two areas paid
The Indian Cement Industry’s enviable growth of dividends and our Company achieved an appreciable
nearly double digit for the three continuous years was 11% growth in production (including clinker for sale),
broken in 2008-09, with the growth rate falling to 8.4 as against the industry average of 8.3% in our key
per cent, due to global financial melt down and the markets. Our expansion plan included revitalization
resulting slowdown. This impact was particularly evident of Kiln No. I and setting up of a Split Location
in some parts of the Indian market, such as Gujarat and Grinding unit at Kalol, Gujarat, which ran nearly to
the North, the two critical markets for our Company, schedule despite the adverse economic circumstances,
which additionally experienced ban on exports as well also worked as an important driver in our growth.
as cheaper imports coming from neighbouring countries.
Lac MT Growth-Expansions-Cement Capacity
The unusually high inflation experienced by the 50 47.50
economy in the first six months, mainly on account 45
of high and rising oil prices, sparked off a knee-jerk 40
36.50
reaction in some policy making circles that blamed 34
35
the cement industry for artificially hiking the price
of cement. While in fact the input cost of the cement 30
industry rose much higher on account of rise in prices 25 24
of Coal and Petcoke which is also used as the fuel both
20
in the production process for cement as well as for
captive power generation by many cement companies. 15
10
The price of coal touched all time high level of 160
USD per MT in the international market, leading to a 5
severe hike in the cost of production and the resultant 0
2006 2007 2008 2009
erosions in the margin of the industry.
22
With the completion of the expansions in the last quarter USD
180
of the financial year the Company’s cement capacity now 160
stands increased by 11 lac MT , viz. to 47.5 lac MT per

140
annum as against 36.5 lac MT per annum at the close
120
of the previous financial year. Our turnover reached
100
an all-time high of Rs.1,404 crore, representing a 9%
rise over Rs. 1,286 crore recorded in the previous year. 80
60
Rs.Cr. Sales Turnover During Last Five Years
1600 40
20
1404
1400 0
1286 2006 2007 Jan-08 Feb-08 Mar-08 Apr-08 May-08 J un-08 J ul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09
IMP.COAL CRUDE OIL PETCOKE [FOB]

1200
greater penetration in mid-size towns and rural markets
1000 971 through the augmentation of our distribution network,
helped us achieve higher levels of capacity utilization of
800 104% (as against 100% in the previous year) which was
700 much higher as well as with a favourable trend than the
592 industry in our marketing zone whose capacity utilization
600
was 86% (97% in the previous year).
400
2004-05 2005-06 2006-07 2007-08 2008-09 The commencement of our Split Location Grinding
Our 36 MW Captive Thermal Power plant operated unit at Kalol in Gujarat would enable us to make deeper
at 100% capacity utilization, generating over 240 million inroads into the rural markets of Gujarat and give better
units, which was over 90 million units higher than in the services to consumers by way of faster delivery.
previous year, leading to a saving of nearly Rs. 9.5 crore
With a view to strengthening our brand, we
in the cost of power.
institutionalized a system of regular feed back from
This year saw the international crude oil prices our focus groups in select markets. We have initiated a
touching an all-time high of nearly 148 USD per barrel. unique loyalty programme for our channel partners by
Consequently the prices of all types of fuel increased bringing in a combination of rewards and touch points.
steeply. The cost of domestic petcoke which had averaged
Better planning on the logistics front helped us to
to about Rs. 4800 per MT in the last financial year peaked
keep our transportation costs at the same level as in the
to about Rs. 8000 per MT in June 2008. To contain the
previous year, even though increase in fuel prices in
cost of fuel, company made strategic purchases and also
modified the fuel blend to include higher percentage of the first half of the year had resulted in increase in the
coal and some percentage of Bio-mass fuel. As a result the road transportation rate and change in the railway tariff
average price of the fuel was restricted to Rs. 5453 per structure in the second half also lead to sizeable increase
MT during the year which too was higher by about 14% in the railway transportation. Our cost-cutting measures
compared to the fuel cost of previous year. This resulted included increased open wagon loading as well as
in an increase in the variable cost by nearly 6%. increased delivery of loose cement to bulk consumers
and captive RMC plants.
The nimble-footedness of management team saw
us change our marketing focus early from the once- Our Company has continued to operate with bare
flourishing housing sector to infrastructure projects, minimum working capital, with the minimal outstandings
thereby mitigating the worst effects of the ongoing on the one hand and bare minimum inventory on the
slowdown. This, together with our long-term emphasis on other.
23
Our Company set up three new RMC units during Leadership Impact Survey by Hewitt and one year Executive
the year at Greater Noida, Sahibabad and Bhiwadi in Coaching to enhance Leadership Impact. The results show
Rajasthan. The RMC off-take in the Company’s marketing improvement in the map of Leadership Effectiveness.
zone was impacted due to slowing down of the projects
We undertook a comprehensive year-round roster
by the bigger builders, the main consumers of the RMC. In
of diverse training programmes such as Competency
view of the current slow down, we are presently focusing
Devlopment, 360 degrees feedback, Leadership
on the optimization of operations of the existing 11units.
Development and Talent Management to help our
We believe that the RMC has enormous potential and
management team graduate to a higher level of
company would synchronise its pace of growth in this productivity and performance. This year also saw the
sector with the growth in the consumption once the introduction of the unique Mentor-Mentee scheme,
economic conditions improve. aimed at giving further impetus to the development,
and retention of our human resources. In addition to
INTERNAL CONTROL SYSTEM
the formal training initiatives, we endeavoured to help
Our Company has an elaborate Internal Control improve the work-life balance of our employees by way
System which has consistently stood the test and scrutiny of innovative training programmes in pranayam, yoga
of the Audit Committee of Directors of the Company and and meditation.
the statutory auditors. A comprehensive annual internal
To further bolster our customer centric approach, our
audit plan covering all the offices, factories and key areas
officers and workmen from our plants have been regularly
of business is determined by the Audit Committee, at the taken on visits to nearby markets so that they can better
commencement of each financial year. The structure of understand customer perception and appreciate their
Internal Audit Department and nature and scope of the emerging needs with respect to usage of concrete.
internal audit is reviewed by the Audit Committee from
time to time. In addition to the Internal Audit Department The efficacy of the various measures taken by the
within the Company, outside Internal Auditors are also company have been constantly tested by assessing the
engaged. They conduct regular audits during the year level of employee engagement as well as the company’s
based on the internal audit programme approved by position on TRI’M’ Index conducted by globally renowned
the Audit Committee. The audit findings and follow-up TNS Ltd. The results have been excellent. The company’s
including Management explanation and action thereon TRI’M’ Index has shown continuous improvement from
are regularly reported to and reviewed by the Audit 77 in 2005 to 80 in 2007 to 81 in 2009 which would
rank JKLC in the Top 10% company Globally on TRI’M’
Committee at their meetings.
Index. These results testify to an enabling organizational
HUMAN RESOURCE DEVELOPMENT Trim Index
82
Harnessing and leveraging human talent for individual
81
and organizational growth has been a hallmark of JK 81
Lakshmi Cement Ltd. With people assuming centre stage 80
80
in strategy formulation, integration and implementation,
the development of human resources continues to be 79
a thrust area of excellence, sustaining our long-term
78
competitive edge in the industry.
77
77
Our training and development initiatives during the
year were centered on the leadership development, 76
managerial and technical capabilities of our workforce at
all levels. Sr Management Team went through 360 Degree 75
2005 2007 2009
24
culture where human aspirations converge with business From its inception, JK Lakshmi Cement Ltd. has
excellence. focused on the uplift of the tribal youth in its area of
operation, by providing employment opportunities in the
CORPORATE SOCIAL RESPONSIBILITY
plant. The company has also undertaken a series of welfare
Corporate Social Responsibility has been a key area measures for the wider community, including literacy and
of focus for our Company. In the last year, our flagship healthcare initiatives for tribal women. We have recently
programme on the Integrated Family Welfare -- Naya started two focused interventions targeted at talented
Savera – has grown from strength to strength, and now local students by providing monetary incentives to those
covers 16 villages as against the earlier 10. who excel in board examinations, or in sports. The last
category of students belong to the SC/ST communities.
Under the Public Partnership Scheme, we have

decided to develop the local ITI at Sirohi as a “Centre
for Excellence” by upgrading the existing curriculum,
and launching new “trades” in a structured manner.
This initiative will help develop technical skills, improve
employability and ensure a brighter future for the local
youth.
AWARDS
Our all inclusive efforts in the areas of Human

Naya Savera integrated family welfare programme at a village in Rajasthan
Resources, Operation and Process have been well
The Medical Team has done exemplary work in the recognized from various quarters in the form of following
area of reproductive and child health and has contributed
awards which were bagged by the Company during the
towards mass awareness on this important issue.
year.
It is a matter of pride that our collective efforts have
resulted in a substantial decline in the Infant Mortality (IM) 1. “CEO with HR Orientation Award” for the year
and Maternal Mortality (MM) rates. As compared to the 2008 received by our Managing Director Smt. Vinita
figures of 79 and 6.5 of IMR and MMR in Sirohi district as Singhania at the Asia Pacific HR Congress
a whole, the figures for adopted villages under our Naya
Savera programme have fallen to 23 and 0 respectively. 2. First Prize in the Cement Sector for the “National
Energy Conservation Award 2008” organized by
Bureau of Energy Efficiency (BEE)
3. “Silver Certificate of Merit” for Manufacturing &

Supply Chain Excellence (IMEA 2008) organized by
Frost & Sullivan
4. At the National Convention on Quality Circles 2008

at Vadodara organized by Quality Circle Forum of
India Quality Circles of JK Lakshmi Cement have
won the following awards :
a. Par Excellent Award : Hari Om Quality Circle

VC & MD and MD monitoring the programme of our CSR initiative (Mining Dept.)
25
the critical role of the cement industry to achieve the

same. The recent stimulus packages announced by
the Government provides welcome relief both by way
of reduction in Excise Duty as well as re-imposition of
Counter-veiling Duty on the import of cement. The sector
will also receive added impetus from other monetary and
fiscal measures, particularly those aimed at the housing
sector. The softening of interest rates in relation to
loans given to the real estate and housing sectors, the
continuance of tax relief on interest on housing loan, are
some of the ongoing initiatives that would help revival of
Hari Om QC Team receiving Par Excellent Award the recent de-growth in the housing market.
b. Excellent Award : Prakash Quality Circle
(Electrical Dept.) Our Company has, over the years, demonstrated its
ability to adapt to the changing environment. With its
c. Meritorious Award : Utkarsh Quality Circle emphasis on cost reduction, niche marketing and strong
(Production & Quality Control Dept.) and the brand presence we stand to gain. Company’s future
Think Quality Circle (Instrumentation Dept.) plans, including the Greenfield Project at Durg and
further Brown-fielding options, are aimed to ensure that
OUTLOOK
Company maintains the pace of growth commensurating
The Indian cement industry will face two significant with the industry’s. Backed by our expanded capacity
challenges in the immediate analysis. The first one and dedicated human capital, we will continue to march
relates to impending overcapacity. The domestic 213 from strength to strength.
million MT cement industry is in the middle of a massive
CAUTIONARY STATEMENT
expansionary cycle, with nearly 110 million tonnes of
additional capacity coming on stream in the next three “Management Discussion and Analysis Report”
years. This capacity addition together with reduced contains forward looking statements, which may be
exports prospects on account of global slow down identified by the use of words in that direction or connoting
will result in a temporary supply overhang, leading to the same. All statements that address expectation or
a downward pressure on prices. The second challenge projections about the future, including, but not limited
arises from the ongoing economic slowdown, resulting in to statements about the Company’s strategy for growth,
a short-term decline in the rate of growth in consumption product development, market position, expenditures and
of cement. financial results are forward looking statements.
The overall environment remains optimistic. The The Company’s actual results, performance or
inherent strength and resilience of the Indian economy, achievement could thus differ materially from those
much in evidence in the last few years, and its continued projected in any such forward looking statements. The
sound fundamentals, promise huge long-term growth Company assumes no responsibility to publicly amend,
opportunities for the cement sector. The Government too modify or revise any forward looking statements, on
deserves credit for providing the much needed emphasis the basis of any subsequent development, information
on the infrastructure development and recognizing or events.
26
AUDITORS‘ REPORT
To the Members of (c) The Balance Sheet, Profit & Loss Account and
Cash Flow Statement dealt with by this report
JK LAKSHMI CEMENT LIMITED
are in agreement with the books of account;
We have audited the attached Balance Sheet
(d) In our opinion, the Balance Sheet, Profit &
of JK LAKSHMI CEMENT LIMITED, as at 31st March
Loss Account and Cash Flow Statement dealt
2009, the Profit and Loss Account and also the Cash
with by this report comply with the Accounting
Flow Statement for the year ended on that date annexed
Standards referred to in Section 211 (3C) of the
thereto. These financial statements are the responsibility
Companies Act, 1956;
of the Company’s management. Our responsibility is to
express an opinion on these financial statements based (e) As per the information and explanations given
on our audit. to us, none of the directors of the Company is
disqualified from being appointed as a director
We conducted our audit in accordance with the under Clause (g) of sub section (1) of Section
auditing standards generally accepted in India. Those 274 of the Companies Act, 1956;
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial In our opinion and to the best of our information
statements are free of material misstatements. An audit and according to the explanations given to us,
includes examining, on a test basis, evidence supporting the said accounts read together with Notes
the amounts and disclosures in the financial statements. thereon, give the information required by the
An audit also includes assessing the accounting principles Act in the manner so required and give a true
used and significant estimates made by management, and fair view in conformity with the accounting
as well as evaluating the overall financial statement principles generally accepted in India:
presentation. We believe that our audit provides a
reasonable basis for our opinion. i) In the case of Balance Sheet, of the state
of affairs of the Company as at 31st March
1. As required by the Companies (Auditors’ Report)
2009;
Order, 2003 (as amended) (The Order) issued by
the Central Government of India in terms of Section ii) In the case of the Profit & Loss Account, of
227 (4A) of the Companies Act, 1956 (The Act), we the Profit for the year ended on that date;
enclose in the Annexure a statement on the matters and
specified in paragraphs 4 and 5 of the said Order. iii) In the case of Cash Flow Statement, of
2. Further to our comments in the Annexure referred to the Cash Flows for the year ended on that
in Paragraph 1 above, we report that: date.
(a) We have obtained all the information and

explanations, which to the best of our knowledge For LODHA & CO.
and belief were necessary for the purposes of Chartered Accountants
our audit;
(b) In our opinion, proper books of account as

required by law have been kept by the Company N. K. LODHA
so far as appears from our examination of those New Delhi Partner
books; Date: 13th May 2009 Membership No.: 85155
27
ANNEXURE TO THE AUDITORS’ REPORT any continuing failure to correct major weaknesses
in internal control system.
(Referred to in paragraph (1) of our Report of even date
of JK LAKSHMI CEMENT LIMITED for the year ended 5. According to the information and explanations
31st March 2009.) provided by the management and based upon audit
procedures performed, we are of the opinion that
1. (a) The Company has maintained proper records the particular of contracts or arrangements referred
showing full particulars including quantitative to in Section 301 of the Act have been entered in
details and situation of fixed assets. the register required to be maintained under that
(b) The fixed assets have been physically verified by section; and the transactions made in pursuance
the Management according to the programme of of such contracts or arrangements (exceeding the
periodical verification in phased manner which value of Rs. 5 lacs in respect of each party during
in our opinion is reasonable having regard to the financial year) have been made at prices which
the size of the Company and the nature of its are generally reasonable having regard to prevailing
Fixed Assets. The discrepancies noticed on market prices at the relevant time.
such physical verification were not material. 6. In our opinion and according to the information and
(c) As per the records and information and explanations given to us, the Company has complied
explanations given to us, fixed assets disposed with the directives issued by the Reserve Bank of
off during the year were not substantial. India and the provisions of Section 58A and 58AA
of the Act or any other provisions of the Act and
2. (a) The inventory of the Company (except stock the rules framed thereunder with regard to deposits
lying with the third parties and in transit) has accepted from the public. We have been informed
been physically verified by the management at that no order has been passed by the Company
reasonable intervals. Law Board or National Company Law Tribunal or
(b) The procedures of physical verification of Reserve Bank of India or any Court or other Tribunal
inventory followed by the Management are in this regard.
reasonable and adequate in relation to the size
7. In our opinion, the Company has an internal audit
of the Company and nature of its business.
system commensurate with the size of the Company
(c) The Company is maintaining proper records of and nature of its business.
inventory. The discrepancies noticed on such
physical verification of inventory as compared 8. We have broadly reviewed the books of account
to book records were not material. maintained by the Company pursuant to the
rules made by the Central Government for the
3. The Company has neither granted nor taken maintenance of cost records under Section 209(1)(d)
any loans, secured or unsecured to and from of the Act in respect of the Company’s products
companies, firms or other parties as covered in to which the said rules are made applicable and
the register maintained under Section 301 of the are of the opinion that prima facie, the prescribed
Companies Act, 1956. Accordingly, the provisions records have been made and maintained. We have,
of clause 4 (iii) (b) to (d), (f) & (g) of the Order are however, not made a detailed examination of the
not applicable, read with note no. 15-Schedule said records with a view to determine whether they
19. are accurate or complete.
4. In our opinion and according to the information 9. (a) According to the records of the Company, the
and explanations given to us, there is adequate Company is generally regular in depositing
internal control system commensurate with the size undisputed statutory dues including Provident
of the Company and the nature of its business for Fund, Investor Education and Protection Fund,
the purchase of inventory and fixed assets and for Employees’ State Insurance, Income Tax, Sales
the sale of goods and services. Based on the audit Tax, Wealth Tax, Service Tax, Custom Duty,
procedure performed and on the basis of information Excise Duty, Cess and other material statutory
and explanations provided by the management, dues with the appropriate authorities to the
during the course of our audit we have not observed extent applicable and there are no undisputed
28
statutory dues payable for a period of more than 13. The Company is not a chit fund or a nidhi /mutual
six months from the date they become payable benefit fund /society, therefore, the provisions of
as at 31st March 2009. clause 4 (xiii) of the said Order are not applicable to
the Company.
(b) According to the records and information &
explanations given to us, there are no dues in 14. According to the information and explanations
respect of service tax, custom duty and wealth tax given to us, the Company is not dealing in or
that have not been deposited with the appropriate trading in shares, securities, debentures and other
authorities on account of any dispute and the investments.
dues in respect of sales tax, excise duty, income
tax and cess that have not been deposited with 15. According to the information and explanations given
the appropriate authority on account of dispute to us, the Company has not given any guarantee
and the forum where the dispute is pending are for loans taken by others from banks or financial
given below: - institutions.
Nature of Nature Amount Period Forum where

16. On the basis of information and explanations given
statute of dues (Rs. in lacs) dispute is pending to us, the term loans have been applied for the
Sales Tax Act Sales Tax 3.80 1987-89 Assessing authority
purposes for which they were obtained.
45.80 1992-94 High Court
42.14 1995-00
17. On the basis of information and explanations given
807.88 1995-06
457.23 1999-01
to us and on an overall examination of the financial
4.53 1997-98 Jt. Comm. (Appeals) statements of the Company, we are of the opinion
25.95 1998-99 Jt. Comm. (Appeals)
&2001-02
that no funds raised on short-term basis have been
The Rajasthan Entry Tax 2131.73 2002-09 High Court
used for long-term investment.
Tax on Entry
for Goods into
Local Area Act
18. According to the information and explanations given
1999 to us, the Company has not made any preferential
The Uttar
Pradesh
Entry Tax 443.93 2007-09 High Court allotment of shares during the year to any parties or
Tax on companies covered in the register maintained under
Entry of Goods
Act, 2000 Section 301 of the Companies Act, 1956.
Central Excise Excise 46.00 1978-81 High Court
Act duty 19. On the basis of records made available to us and
2.08 1984-85 according to information and explanations given
232.92 1996-97
to us, there is no outstanding amount at year end
186.51 2006-07
Income Tax Income 594.00 2005-06 Commissioner
against debentures.
Act, 1961 Tax (Appeals)
Minerals Cess 13.38 1994-95 High Court 20. The Company has not raised any money through a
(Validation)
Act, 1992 public issue during the year.
10. The Company does not have accumulated losses at 21. Based on the audit procedure performed and on the
the end of financial year and has not incurred cash basis of information and explanations provided by
losses during the current financial year and in the the management, no fraud on or by the Company
immediately preceding financial year. has been noticed or reported during the course of
the audit.
11. In our opinion, on the basis of audit procedures and
according to the information and explanations given
to us, the Company has not defaulted in repayment For LODHA & CO.
of dues to financial institutions, banks and debenture Chartered Accountants
holders.
12. According to the information and explanations given

to us, the Company has not granted any loans and N. K. LODHA
advances on the basis of security by way of pledge New Delhi Partner
of shares, debentures and other securities. Date: 13th May 2009 Membership No.: 85155
29
BALANCE SHEET
As at 31st March 2009
Rs. in Crore (10 Million)
Schedule 31st March 31st March
2009 2008
SOURCES OF FUNDS
Shareholders’ Funds
Capital 1 61.19 61.19
Reserves and Surplus 2 770.06 581.23
831.25 642.42
Loans
Secured Loans 3 573.63 595.71
Unsecured Loans 4 129.04 112.13
702.67 707.84
Deferred Tax Liability (Net) 35.10 –
Total 1569.02 1350.26
APPLICATION OF FUNDS
Fixed Assets
Gross Block 5 1760.48 1474.15
Less: Depreciation 747.39 663.33
Net Block 1013.09 810.82
Capital Work-in-progress 97.04 101.14
1110.13 911.96
Investments 6 88.91 13.03
Deferred Tax Asset (Net) – 12.00
Current Assets, Loans and Advances
Inventories 7 66.02 62.19
Sundry Debtors 8 23.32 18.61
Cash and Bank Balances 9 326.67 347.58
Loans and Advances 10 215.94 161.88
631.95 590.26
Less: Current Liabilities and Provisions 11 261.97 176.99
Net Current Assets 369.98 413.27
Total 1569.02 1350.26
Notes on Accounts 19
Schedules 1 to 11 and 19 attached to the
Balance Sheet are an integral part thereof.
H.S. SINGHANIA Chairman

B.H. SINGHANIA Vice Chairman &
Managing Director
VINITA SINGHANIA Managing Director
Dr. AJAY DUA
As per our report of even date AMITA NARAIN
B.V. BHARGAVA
For LODHA & CO. KASHI NATH MEMANI
Chartered Accountants N.G. KHAITAN Directors
PRADEEP DINODIA
N.K. Lodha B.K. DAGA Dr. R.P. SINGHANIA
Partner Vice President & S. CHOUKSEY
Membership No.: 85155 Company Secretary S.K. WALI
New Delhi, the 13th May 2009
30
PROFIT AND LOSS ACCOUNT
For The Year Ended 31st March 2009
Schedule 2008-09 2007-08
INCOME
Sales 1404.05 1286.36
Less : Excise Duty 179.52 178.70
Net Sales 1224.53 1107.66
Other Income 12 6.14 6.71
1230.67 1114.37
Increase /(Decrease) in Stock 13 (6.07) (0.55)
1224.60 1113.82
EXPENDITURE
Employees 14 69.16 55.93
Manufacturing Expenses 15 588.47 462.88
Other Expenses 16 250.27 237.04
907.90 755.85
PROFIT BEFORE INTEREST AND DEPRECIATION 316.70 357.97
Cost of Borrowings 17 20.91 27.85
PROFIT BEFORE DEPRECIATION 295.79 330.12
Depreciation 18 69.11 58.54
PROFIT AFTER DEPRECIATION 226.68 271.58
Exceptional Items – 20.98
Provision for Current Tax 25.57 26.90
Deferred Tax 47.10 26.04
MAT Credit Entitlements (25.57) (26.90)
Provision for Fringe Benefit Tax 0.99 0.89
PROFIT AFTER TAX 178.59 223.67
Balance brought forward 77.11 60.04
Debenture Redemption Reserve – 11.30
255.70 295.01
APPROPRIATIONS
Proposed Dividend 24.47 9.18
Interim Dividend – 6.12
Corporate Dividend Tax 4.16 2.60
General Reserve 125.00 200.00
Balance carried forward 102.07 77.11
255.70 295.01
Basic Earning per Share (Rs.) - Cash 40.49 53.36
- After Tax 29.19 38.72
Diluted Earning per Share (Rs.) 29.19 37.72
Notes on Accounts 19
Schedules 12 to 19 attached to the Profit and
Loss Account are an integral part thereof H.S. SINGHANIA Chairman
Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
31
Rs.in Crore(10 Million)

31st March 31st March
2009 2008
Schedule 1
CAPITAL
Authorised :
Equity Shares - 12,50,00,000 of Rs.10 each 125.00 125.00
Preference Shares - 50,00,000 of Rs.100 each 50.00 50.00
Unclassified Shares 25.00 25.00
200.00 200.00
Issued, Subscribed and Paid up :
Equity Shares 6,11,79,462 (Previous year 6,11,79,462)

of Rs.10 each fully paid up 61.18 61.18
Add: Forfeited Shares 0.01 0.01
61.19 61.19
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.
Schedule 2
RESERVE AND SURPLUS

Description 1st April Additions Transfers 31st March
2008 2009
Capital Reserve 0.74 – – 0.74

a) b)
Revaluation Reserve 7.75 54.61 15.74 46.62
Capital Redemption Reserve 23.30 – – 23.30
Share Premium Account 116.78 – – 116.78
General Reserve Account 355.55 125.00 – 480.55
Surplus in Profit & Loss Account 77.11 102.07 77.11 102.07
581.23 281.68 92.85 770.06
(a) Revaluation of certain Fixed Assets as on 1st April 2008.

(b) Depreciation arising out of revaluation/ business valuation of Fixed Assets.
32
Rs.in Crore(10 Million)
2009 2008
Schedule 3
SECURED LOANS
a) Term Loans from Financial Institutions 33.77 72.32
b) Term Loans from Banks 533.30 517.50
c) Working Capital Loans from Banks 6.56 5.89

573.63 595.71
1. Term Loans of Rs.33.77 crore from Financial Institutions (FIs) and Term Loans of Rs.388.47 crore from Banks are secured
by way of a first charge on all the immovable and movable properties pertaining to the Company’s Cement Unit situated at
Jaykaypuram, Basantgarh, Distt. Sirohi, in the State of Rajasthan, ranking pari passu with the charges created/to be created on
the said assets subject to the prior charges of the Company’s Banks for working capital on specified movables and in favour
of Banks on specified assets as mentioned at Sl.No. 2 hereinbelow.
2. Term Loans of Rs.144.83 crore from Banks are secured/to be secured by way of an exclusive charge on certain specified
assets of the Company at various locations.
3. 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 pertaining to the Cement Unit of the Company situated at
Jaykaypuram, Basantgarh, Distt. Sirohi, in the State of Rajasthan.

2009 2008
Schedule 4
UNSECURED LOANS
a) Deferred Sales Tax 109.95 96.28
b) Trade Deposits 15.93 12.96
c) Fixed Deposits 3.16 2.89

129.04 112.13
33
Schedule 5
FIXED ASSETS
1st April Additions/ Sales/Adj- 31st March Depreciation 31st March 31st March
2008 Adjust- ustments 2009 2009 2008
Description Gross Book ments Gross Book Upto During On Sales/ To Net Book Net Book
Value Value Last Year the year Adjust- date Value Value
ments
(a)
Land 13.18 6.10 – 19.28 – – – – 19.28 13.18
Leasehold Land 0.35 – – 0.35 0.08 – – 0.08 0.27 0.27
Buildings 52.91 7.14 – 60.05 14.36 1.39 – 15.75 44.30 38.55
Plant and (c) (b)

Machinery 1350.12 271.16 0.46 1620.82 627.71 80.85 0.20 708.36 912.46 722.41
Furniture Fixtures (b)

and Equipments 7.55 1.62 0.34 8.83 5.68 0.50 0.26 5.92 2.91 1.87
Vehicles and 16.12 1.13 0.55 16.70 6.90 1.16 0.33 7.73 8.97 9.22
Locomotives
Railway Siding 33.92 0.53 – 34.45 8.60 0.95 – 9.55 24.90 25.32
Total 1474.15 287.68 1.35 1760.48 663.33 84.85 0.79 747.39 1013.09 810.82
Previous year 1340.52 137.05 3.42 1474.15 595.01 71.53 3.21 663.33 810.82
Notes :
(a) Includes cost of Land Rs. 1.44 lacs pending registration.
(b) Includes Nil (Previous year Rs. 0.29 crore), assets held for disposal.
(c ) Includes Rs. 54.61 crore due to revaluation, refer note no 6 (a) -Schedule 19.
34
Schedule 6 Rs. in Crore (10 Million)
INVESTMENTS Class of 31st March 2009 31st March 2008
Shares/ Nos. Book Nos. Book
Debentures Value Value
LONG-TERM INVESTMENTS
VS Lignite Power Pvt. Ltd. # Equity 2,022,223 2.02 2,022,223 2.02
VS Lignite Power Pvt. Ltd. (0.01%) # Preference 3,899,777 3.90 3,899,777 3.90
6.75% Tax Free UTI Bonds Units – – 10,770 0.11
Subsidiary Company
Hansdeep Industries and Trading Co. Ltd. Equity 50,007 0.05 – –
CURRENT INVESTMENTS
Edelweiss Capital Ltd - NCD @ Debentures 50 5.00 50 5.00
Edelweiss Capital Ltd - NCD @ Debentures 20 2.00 20 2.00
SBI Debt Fund Series 370 Days-2-Institutional Growth Units 10,000,000 10.00 – –
Reliance Fixed Horizon Fund VIII Series 5 Institutional Units 25,000,000 25.00 – –
Growth Plan
Sundaram BNP Paribas Fixed Term Plan H - Units 4,000,000 4.00 – –

Institutional Growth
LIC MF Floating Rate Fund Short Term Plan Growth Units 22,355,282 31.94 – –
TFRSIG Tata Floating Rate Short Term Institutional Plan Units 3,607,712 5.00 – –
Growth
88.91 13.03
# Under lien with Issuer
@ since realised
Aggregate book value of quoted investments 82.94 7.11
Aggregate market value of quoted investments 85.93 7.11
Aggregate book value of unquoted investments 5.97 5.92
Rs.in Crore (10 Million)

31 st March 31 st March
2009 2008
Schedule 7
INVENTORIES
(As certified by the Management)
Stores and Spares 49.86 42.08
Raw Materials 3.34 1.85
Finished Goods 9.05 6.01
Stock-in-Process 3.77 12.25
66.02 62.19
35

2009 2008
Schedule 8
SUNDRY DEBTORS
(Unsecured,considered good)
Exceeding six months 0.57 1.27
Other Debts 22.75 17.34
23.32 18.61
Schedule 9
CASH AND BANK BALANCES
Cash in hand 0.13 0.08
Remittances in transit and Cheques on hand 37.89 25.21
Balance with Scheduled Banks :
On Current Accounts 5.23 0.76
On Deposit Accounts (Includes lodged with bank 283.33 321.44
Rs.0.08 crore - Previous year Rs. 0.07 crore)
On Saving Bank Accounts 0.09 0.09
(Employees Security Deposit)
326.67 347.58
Schedule 10
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind
or for value to be received 95.12 93.28
Income Tax Advance Payments 52.52 27.57
Fringe Benefit Tax Advance payments 3.38 2.43
MAT Credit Entitlements 52.47 26.90
Deposits with Government Authorities and Others 12.45 11.70
215.94 161.88
Schedule 11
CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Sundry Creditors (Refer Note no 13 a - Schedule 19) 88.12 67.55
Other Liabilities 82.56 62.98
Investor Education and Protection Fund 0.44 0.88
(Refer Note no 12 - Schedule 19)
Interest accrued but not due on Loans 0.21 1.80
171.33 133.21
Provisions
Provision for Retirement benefits 6.15 3.74
Provision for Taxation 52.47 26.90
Provision for Fringe Benefit Tax 3.39 2.40
Proposed Dividend 24.47 9.18
Corporate Dividend Tax 4.16 1.56
261.97 176.99
36
Rs.in Crore (10 Million)
2008-09 2007-08
Schedule 12
OTHER INCOME
Income from Long-term Investments :
- Interest (Tax deducted at source Nil) – 0.01
Profit on sale / adjustment of Fixed Assets 3.82 0.06
(Net of Loss / discard Rs. 0.07 crore, Previous year Rs. 0.03 crore)
Current Investments
-Profit on Sale 0.98 4.51
-Dividend 0.09 –
Miscellaneous Income 1.25 2.13
(Refer note no.9(c) - Schedule 19)
6.14 6.71
Schedule 13
INCREASE / (DECREASE) IN STOCKS
Opening Stocks
Stock-in-process 12.25 9.17
18.26 19.46
Closing Stocks
Stock-in-process 3.77 12.25
12.82 18.26
Differential Excise Duty on Increase / (Decrease) of Finished Goods 0.63 (0.65)
Increase(+) / Decrease(-) in Stocks (6.07) (0.55)
Schedule 14
EMPLOYEES
Salaries, Wages, Bonus and Gratuity etc. 54.90 43.81
Contribution to Provident and Other Funds 4.99 4.22
Employees’ Welfare & Other benefits 9.27 7.90
69.16 55.93
Schedule 15
MANUFACTURING EXPENSES
Raw Materials Consumed 163.54 122.94
Purchase of Finished Goods 12.81 12.24
Consumption of Stores & Spares 88.89 68.48
Power, Fuel and Water 306.27 245.85
Repairs to Buildings 3.08 2.49
Repairs to Machinery 13.88 10.88
588.47 462.88
37

2008-09 2007-08
Schedule 16
OTHER EXPENSES
Insurance 1.79 1.75
Rent 4.36 2.68
(Net of realisation Rs. 0.22 crore, Previous year Rs. 0.33 crore)
Transport, Clearing and Forwarding Charges 202.18 183.52
Commission on Sales 12.10 10.74
Directors’ Fee 0.06 0.05
Donations 0.81 0.60
Provision for Doubtful Debts 0.61 0.11
Rates and Taxes 0.80 0.71
Advertisement, Bank Charges, Printing and Stationery,
Postage, Telephone, Travelling and Miscellaneous Expenses 27.56 36.88
250.27 237.04
Schedule 17
COST OF BORROWINGS
Interest on :
Term Loans, Debentures and Fixed Deposits 46.43 51.73
Others 3.08 2 .23
49.51 53.96
Less: Interest Income 28.60 26.11
20.91 27.85
Schedule 18
DEPRECIATION
Depreciation on Fixed Assets 84.85 71.53
Less: Transferred from Revaluation Reserve 15.74 12.99
69.11 58.54
38
Schedule 19
NOTES ON ACCOUNTS
A. Significant Accounting Policies
1. Accounts are maintained on accrual basis. Claims / refunds / fuel surcharge not ascertainable with reasonable certainty 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 the respective
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 the year and
exchange difference in respect thereof is charged to Profit & Loss Account. Premium / Discount in respect of forward contracts
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 made only if such
a decline is other than temporary in the opinion of the management. The current investments are stated 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 net realisable value).
The cost is computed on weighted average basis. Finished Goods and Process Stock include cost of 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 subsidy is
credited to Capital Reserve.
8. Revenue expenditure on Research and Development is charged to Profit and Loss Account and capital expenditure is added
to Fixed Assets.
9. Borrowing cost is charged to Profit and Loss Account except cost of borrowing for acquisition of qualifying assets which 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 method considering
the rates in force at the time of respective additions of the assets made before 2.4.1987 and on additions 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 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 the basis of
residual life of the assets as estimated by the valuers on straight line method.
11. Current Tax is the amount of tax payable on the estimated taxable income for the current year as per the provisions of Income
Tax Act, 1961. Deferred Tax Assets and Liabilities are recognized in respect of current year and prospective years. Deferred
Tax Assets is recognized on the basis of reasonable/virtual certainty that sufficient future taxable income will be available
against which the same can be realised.
12. Employee Benefits:
(i) Defined Contribution Plan
Employees benefits in the form of Superannuation Fund, Provident Fund (PF) and ESIC considered as defined contribution
plan and the contributions are charged to the Profit and Loss Account of the year when the contribution to the respective
funds are due.
(ii) Defined Benefit Plan
Retirement benefits in the form of Gratuity, Leave Encashment and PF (funded) are considered as defined benefit
obligations and are provided for on the basis of an actuarial valuation, using the projected unit credit method, as at the
date of the Balance Sheet. Actuarial gain / losses, if any, are immediately recognized in the Profit and Loss Account.
(iii) Short-term compensated absences are provided based on past experience of the leave availed.
13. Provision in respect of present obligation arising out of past events are made in Accounts when reliable estimates can be made
of the amount of the obligation. Contingent Liabilities (if material) are disclosed by way of Notes to Accounts. Contingent
Assets are not recognized or disclosed in Financial Statements and are included, if any, in the Directors’ Report.
39
Schedule 19 (Contd...)
B. Notes on Accounts
1. Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Rs.83.53 crore (Previous year
Rs.90.41 crore).
2. Contingent liabilities in respect of claims not accepted by the Company and not provided for aggregating to Rs.50.39 crore
(Previous year Rs.45.36 crore) include Excise duty liabilities in respect of matters in appeal Rs.4.68 crore (Previous year
Rs.6.21 crore and show cause notice received Rs.15.58 crore), Sales tax liability in respect of matters in appeals
Rs.9.30 crore (Previous year Rs.9.30 crore), Entry tax liabilities in respect on matters in appeal Rs.12.35 crore (Previous year
Rs.5.53 crore), Income Tax Rs.5.94 crore (Previous year Nil), Land tax matters in appeal Rs.1.31 crore (Previous year
Rs.1.31 crore) and other matters Rs.16.81 crore (Previous year Rs.7.43 crore).
3. In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the
Appellate Authorities and adjustment, if any, will be made after the same are finally settled.
4. 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 Government has
excluded Cement Industry from application of the said Order from 1st July 1997.
5. Under the Sales Tax exemption granted by the State Government, contingent liability may arise, if the Hon’ble Supreme
Court of India, in case of another Company on the same subject, decides contrary to the judgement of Hon’ble High Court of
Rajasthan, presently amount cannot be ascertained.
6. (a) Factory & Service Buildings and Plant & Machinery of Lakshmi Cement Plant were revalued as at 1st April 1990. Certain
fixed assets of Lakshmi Cement Plant were revalued and updated as at 1st April 1997 and certain Buildings, Plant &
Machinery and other assets of Lakshmi Cement Plant were revalued and/or updated as at 31st March 2000. Based on
report of the valuer on business valuation of Cement business, fixed assets value is redetermined at net replacement
cost basis on 1st April 2005. Further during the year certain Plant and Machinery are revalued and updated as at
1st April 2008 based on current replacement value and the resultant surplus of Rs.54.61 crore arising thereon as
compared to net book value has been transferred to Revaluation Reserve. The Gross Block as at 31.03.2009 includes
cumulative surplus of Rs.355.17 crore (Previous year Rs.300.56 crore) arising on revaluation / business valuation.
(b) Balance in Revaluation Reserve is net of Rs.70.34 crore (Previous year Rs.70.34 crore) arised on revaluation and
Rs.114.54 crore (Previous year Rs.114.54 crore) arised on business valuation (refer 6 (a) herein above), after providing
for additional depreciation.
7. Sundry Debtors exceeding six months and loans and advances are net of provisions for doubtful debts Rs.0.72 crore and
Rs.4.22 crore respectively (Previous year Rs.0.11 crore and Rs.4.22 crore respectively) and are after Nil bad debts (Previous
year Rs.10.92 crore and Rs.2.94 crore respectively).
8. Sales include own consumption at cost Rs.0.96 crore (Previous year Rs.1.81crore).
9. (a) Consumption of Stores and Spares is net of scrap sale Rs.2.17 crore (Previous year Rs.2.98 crore).
(b) Interest income under Schedule 17 includes Rs.28.60 crore on deposits with banks and others (Previous year Rs.26.11
crore) Tax deducted at source Rs.5.61crore, (Previous year Rs.6.13 crore).
(c) Miscellaneous income includes Rs.0.21 crore recovery against debtors written off (Previous year include Rs.0.69
crore of previous year’s credit of service tax and recovery against debtors written off Rs.0.21 crore ).
10. (a) Foreign exchange gain (net) amounting to Rs.2.19 crore (Previous year Rs.0.12 crore) has been included in respective
heads of accounts in Profit & Loss Account.
(b) Forward contracts of Rs.1.29 crore – EUR 0.192 Mn (Previous year Rs.11.37 crore – EUR 1.275 Mn; CHF 0.707 Mn and
USD 0.3 Mn) taken for the purpose of hedging against letter of credit are outstanding as at 31st March, 2009.
(c) Foreign currency exposure not hedged is Nil (Previous year Rs.0.14 crore net receivable, equivalent to USD 0.04 Mn).
11. Research and Development expenditure amounting to Rs.0.28 crore (Previous year Rs.0.26 crore) has been debited to Profit
and Loss Account.
40
12. Investor Education and Protection Fund includes Rs.0.31 crore for unclaimed dividend (Previous year Rs.0.20 crore),
Rs.0.09 crore for unclaimed fixed deposits (Previous year Rs.0.14 crore), Nil for unclaimed amount on debentures (Previous
year Rs.0.21 crore) and Rs.0.04 crore interest accrued on above (Previous year Rs.0.33 crore) .
13. (a) Based on information so far available with the Company in respect of MSME (as defined in ‘The Micro Small & Medium
Enterprises Development Act 2006’) there are no delays in payment of dues to such enterprises during the year and there
is no such dues payable at year end.
(b) Some of the Balances of debtors and creditors are in process of confirmation.
14. The Company has only one business segment i.e. Cement.
15. Under Loans and advances, advances recoverable in cash or in kind include Loan amounting to Rs.53.33 crore, (maximum
amount due Rs.56.67 crore) (Previous year Rs.56.67 crore, maximum amount due Rs.60.00 crore).
16. Investments purchased and sold during the year :
LICMF Floating Rate Fund-Short Term Plan-Growth Plan 10,03,45,081.050 Units, LICMF Liquid Fund Dividend Plan
36,43,587.508 Units, LICMF Liquid Fund Growth Plan 2,59,05,920.511 Units, LICMF Income Plus Fund-Daily Dividend
Plan 4,40,82,795.077 Units, LICMF Income Plus Fund Growth Plan 7,44,07,864.762 Units, Principal Cash Management
Fund-Liquid Option-Institutional Plan-Dividend Reinvestment-Daily 29,99,818.258 Units, Principal Floating Rate Fund FMP
Institutional Option-Dividend Reinvestment Daily 30,00,677.067 Units, Principal Floating Rate Fund FMP Institutional
Option-Growth Plan 23,31,081.601 Units, HDFC FMP 90 D June 2008 (VIII) (2) Wholesale Plan Growth 30,00,000 Units,
HDFC Cash Management Fund Savings Plan Growth 21,92,778.085 Units, Reliance Money Manager Fund - Institutional
Option Growth Plan 71,118.966 Units, Canara Rabaco Liquid Plus Institutional Growth Fund 13,96,433.509 Units, TFRSIG
TATA Floating Rate Short Term Institutional Plan Growth 50,74,807.469 Units, UTI Liquid Cash Plan Institutional Growth
Option 27,842.778 Units, UTI Floating Rate Fund Short Term Plan (Growth Option) 28,193.051 Units.
2008 - 09 2007 - 08
17. Computation of Net Profit for the purpose of calculating Managerial
Remuneration :
Profit as per Profit and Loss Account 226.68 250.60
Add : Remuneration to Managing Directors / Whole-time Directors 15.41 11.71
Directors’ Remuneration 1.50 1.11
Directors’ Fee 0.06 0.05
Wealth Tax 0.04 0.05
Provision for Doubtful Debts 0.61 0.11
244.30 263.63
Less : Profit on sale of Investments 1.07 4.51
Profit on sale of Assets (net) 3.82 0.06
Bad Debts/Advances written off out of provisions – 13.85
239.41 245.21
Less : Excess of expenditure over income in so far as such excess has – 89.12
not been deducted
Net Profit for the purpose of Managerial Remuneration u/s 349 239.41 156.09
Commission payable to non-executive directors is as per approval of the
Board of Directors, Rs 1.50 crore.
Managerial remuneration
Salaries 3.09 2.62
Commission 10.50 7.44
Contribution to Provident and other Funds * 0.83 0.66
Perquisites ( Value as per Income Tax Rules) 0.99 0.99
15.41 11.71
*Excludes provision for Gratuity and Leave encashment, where the
actuarial valuation is done on overall Company basis.
41
18. Amount paid to Auditors : 2008-09 2007-08
(i) Statutory Auditors :
Audit Fee 0.06 0.06
For Taxation matters 0.01 0.01
For Other Services 0.02 0.03
Reimbursement of Expenses – –
0.09 0.10
(ii) Cost Auditors : Rs. Rs.
Cost Audit Fee 25000 25000
25000 25000
19. Expenses charged to Raw Material (Limestone) account includes :
Salaries, Wages, Bonus and Gratuity etc. 2.63 2.48
Contribution to Provident Fund 0.18 0.17
Employees’ Welfare 0.61 0.55
Consumption of Stores and Spares 20.09 17.60
Power, Fuel and Water 2.34 2.17
Repairs to Machinery 7.56 4.16
Insurance 0.04 0.03
Rates and Taxes 1.56 1.56
Royalty 22.03 18.50
Miscellaneous Expenses 0.18 0.45
57.22 47.67
20. Related Party Disclosure :
List of Related Parties :
a) Subsidiary : b) Associates :
Hansdeep Industries & Trading Co. Ltd. @ JK Tyre & Industries Ltd.
Bengal & Assam Co. Ltd.
c) Key Management Personnel : d) Enterprise where significant influence exists :
Shri Bharat Hari Singhania, Vice Chairman & Managing Director, Rockwood Properties Pvt. Ltd.
Smt. Vinita Singhania, Managing Director,
Shri S.K. Wali, Whole-time Director,
Shri S. Chouksey, Whole-time Director
The following transactions were carried out with related parties in the ordinary course of business :
Nature of transactions Associates Enterprise where
significant
influence exists
i) Reimbursement of Expenses:
- Received 0.65 –
(0.55) (–)
- Paid 0.44 –
(0.75) (-)
ii) Purchase of Goods / Payment for expenses 0.72 0.36
(0.01) (0.25)
iii) Sale of Goods 0.12 –
(0.33) (–)
iv) Purchase of Investments 0.01 –
(–) (–)
v) Outstanding as at year end:
- Amount Receivable 53.47 0.18
(–) (0.20)
- Amount Payable – –
(0.29) (–)
@ w.e.f. 01/10/2008
1. Details of remuneration to Key Management Personnel are given in Note No. 17.
2. Figures given in brackets represent Previous year.
42
21. Capital work in progress includes Machinery in stock, construction / erecetion materials, advances for Construction and
Machinery and also include the following pre -operation expenses pending allocation.
2008-09 2007-08
Power and Fuel 7.59 1.97
Salaries & Wages 1.79 0.40
Employees’ Welfare and Other benefits 0.12 0.05
Store Consumed – 1.07
Insurance 0.08 –
Rent 1.46 –
Consultancy Charges 4.35 4.47
Travelling Expenses 0.39 0.16
Miscellaneous Expenses 1.54 1.47
Interest – 1.37
17.32 10.96
Add : Expenditure upto previous year 5.50 2.91
Less : Transferred to Fixed Assets 11.84 8.37
10.98 5.50
22. Earnings per Share

a) Net Profit after tax available for Equity Shareholders 178.59 223.67
b) Weighted average No. of Equity Shares (Basic) 61,179,462 57,771,921
Effect of potential equity shares on :

- Warrants – 1,530,081
Weighted average No. of Equity Shares (Diluted) 61,179,462 59,302,002
c) Basic Earnings per share (Rs.) - Cash 40.49 53.36

- After Tax 29.19 38.72
d) Diluted Earnings per share (Rs.) 29.19 37.72
23. Deferred Tax :

The break-up of deferred tax asset / ( liability) is as follows: Rs. in Crore (10 Million)
As at As at
31.3.2009 31.3.2008
Deferred tax asset on account of:
i) Unabsorbed depreciation and carried forward business losses 73.13 113.99
ii) Others 2.90 3.36
76.02 117.35
Deferred tax liability on account of:
Difference between book depreciation and tax depreciation 111.13 105.35
Net deferred tax asset/(liability) (35.10) 12.00
The management has, based on its operational parameters and future earnings, reassessed and recognised deferred tax
assets / (liability) (net) as above. The management is of the view that sufficient future taxable income will be available against
which such deferred tax asset can be realised.
43
24. Particulars of Capacity (Per annum) Production, Sales and Stocks :
Installed Sales Opening Stocks Closing Stocks

Capacity (a) Production
Description Unit Quantity Quantity Quantity Rs. in Crore Quantity Rs. in Crore Quantity Rs .in Crore
(b) (c)
Cement Tonnes 47,45,000 36,98,759 40,25,997 1404.05 27,959 6.01 42,078 9.05
(b)
(36,50,000) (34,22,025) (36,48,995) (1286.36) (42,597) (10.29) (27,959) (6.01)
Notes :
(a) As certified by the Management ; increased w.e.f Jan / Feb 09.
(b) Includes Clinker sale 3,20,919 Tonnes (Previous year 1,87,503 Tonnes) and Cement used in Ready Mix Concrete
(RMC) 62,331 Tonnes (Previous year 28,509 Tonnes).
(c) Including Clinker sale Rs.80.08 crore (Previous year Rs.51.64 crore), RMC sale Rs.57.55 crore (Previous year
Rs.25.81 crore) and Other sales Rs.7.76 crore (Previous year Rs.2.94 crore).
(d) Figures in bracket represent previous year.
25. Purchase of Finished Goods 20,438 Tonnes - Rs.12.81 crore (Previous year :24,829 Tonnes - Rs.12.24. crore)
26. Particulars of Raw Materials consumed :
Description 2008-09 2007-08
Quantity Amount Quantity Amount

Tonnes Rs. in Crore Tonnes Rs. in Crore
(10 Miln) (10 Miln)
Limestone 42,88,456 57.22 40,27,335 47.67
Gypsum 2,90,721 28.82 1,72,692 15.71
Fly ash 5,68,392 41.75 5,53,449 36.22
Others 35.75 23.34
163.54 122.94
27. Disclosure pursuant to Clause 32 of the Listing Agreement : Nil

Note : Loans / Advances to employees as per Company’s policy are not considered.
44
28. Employee Defined Benefits :
(a) Defined Benefit Plans / Long Term Compensated Absences - As per Actuarial Valuation on 31st March 2009.
Rs. Crore (10 Million)
2008-09 2007-08
Gratuity Leave Gratuity Leave
Funded Encashment Funded Encashment
Non Funded Non Funded
I Expenses recognised in the Statement of Profit & Loss
Account for the year ended 31st March 2009
1 Current Service Cost 0.88 0.29 0.58 0.16
2 Interest Cost 0.85 0.16 0.64 0.12
3 Expected return on plan assets (0.85) – (0.62) –
4 Actuarial (Gains) / Losses 3.40 0.88 2.38 0.62
5 Total expense 4.28 1.33 2.98 0.90
II Net Asset/(Liability) recognised in the Balance Sheet as at
31st March 2009
1 Present Value of Defined Benefit Obligation as at 31st March, 16.85 3.14 12.18 2.23
2009
2 Fair value of plan assets as at 31st March, 2009 14.08 – 10.67 –
3 Funded status [Surplus / (Deficit)] (2.78) – (1.51) –
4 Net asset / (liability) as at 31st March, 2009 (2.78) (3.14) (1.51) (2.23)
III Change in obligation during the Year ended 31st March
2009
1 Present Value of Defined Benefit Obligation at the beginning of
12.18 2.23 8.49 1.62
the year
2 Current Service Cost 0.88 0.29 0.58 0.16
3 Interest Cost 0.85 0.16 0.64 0.12
4 Actuarial (Gains) / Losses 3.26 0.88 2.65 0.62
5 Benefits Payments (0.32) (0.42) (0.17) (0.29)
6 Present Value of Defined Benefit Obligation at the end of the 16.85 3.14 12.19 2.23
year
IV Change in Assets during the year ended 31st March 2009
1 Fair value of plan assets at the beginning of the year 10.67 – 7.73 –
2 Expected return on plan assets 0.85 – 0.62 –
3 Contributions by employers 3.01 – 2.22 –
4 Actual benefits paid (0.32) (0.42) (0.17) (0.29)
5 Actuarial Gains / (losses) (0.14) 0.88 0.27 0.62
6 Fair value of plan assets at the end of the year 14.08 – 10.67 –
7 Actual return on plan assets 0.72 – 0.89 –
V The major categories of plan assets as % of total plan
Mutual Fund 100% 100%
VI Actuarial Assumptions :
1 Discount Rate 7.00% 7.50%
2 Expected rate of return on plan assets 8.00% 8.00%
3 Mortality LIC (1994-96) duly modified LIC (1994-96) duly modified
4 Turnover rate age upto 30-3%,upto 44-2%, above 44-1%
5 Salary Escalation 5% 5%
a) Defined Benefit Plan
Amounts recognized as an expenses and included in the Schedule 14 and note 21 of herein above.
Item “Salaries, Wages, Bonus and Gratuity etc” includes Rs.4.28 crore (Previous year Rs.2.98 crore) for gratuity,
Rs.1.33 crore (Previous year Rs.0.90 crore) for leave encashment.
Item “Contributions to Provident and Other Funds” is Rs.1.76 crore (Previous year Rs.1.21 crore) for PF funded.
45
Schedule 19 (Contd..)
(b) Defined Contribution Plans -
Amount recognized as an expense and included in the Schedule 14 “ Contributions to Provident and other Funds” of Profit
and Loss Account Rs.3.41 crore (Previous year Rs.3.18 crore).
(c) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan
assets held, assessed risks of assets management, historical results of return on plan assets and the policy for plan assets
management.
(d) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
(e) Provident Fund
Pending the issuance of the Guidance Note from the Actuarial Society of India, the Company’s actuary has expressed his
inability to reliably measure the provident fund liability.
29. Other Particulars :
Rs.in crore (10 Million)
2008-09 2007-08
a) Expenditure in Foreign Currency on
account of
i) Consultancy and know-how fee 1.40 0.77
ii) Others 0.58 0.19
1.98 0.96
b) Earning in Foreign Currency on account
of FOB value of Exports – –
c) C.I.F. Value of Imports :
i) Raw Materials – –
ii) Power & Fuel 21.42 --
iii) Stores and Spares 9.69 7.75
iv) Capital Goods 16.68 –
47.79 7.75
d) Raw Materials, Stores and 2008 - 09 2007 - 08

Spares consumed : Rs.in crore % of Total Rs.in crore % of Total
(10 Miln.) (10 Miln.)
i) Raw Materials :
Imported – – – –
Indigenous 163.54 100.00 122.94 100.00
163.54 100.00 122.94 100.00
ii) Stores and Spares :
Imported 5.92 6.50 3.41 4.78
Indigenous* 85.14 93.50 68.05 95.22
91.06 100.00 71.46 100.00
*Excluding Scrap sale Rs.2.17 crore (Previous year Rs.2.98 crore)
30. Previous year’s figures have been re-arranged and re-cast wherever necessary.

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
46
Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part IV of the Companies Act 1956
I. REGISTRATION DETAILS :
Registration No. 019511
State Code 17
Balance Sheet Date 31.03.2009
II. CAPITAL RAISED DURING THE YEAR
(Amount in Rs. Thousands)
Public Issue Nil
Bonus Issue Nil
Rights Issue Nil
Private Placement Nil
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
Total Liabilities 18,309,915
Total Assets 18,309,915
SOURCES OF FUNDS
Paid-up Capital 611,901
Reserves & Surplus 7,700,566
Secured Loans 5,736,295
Unsecured Loans 1,290,469
Deferred Tax Liability 351,000
Net Fixed Assets 11,101,294
Investments 889,129
Net Current Assets 3,699,808
Miscellaneous Expenditure Nil
Accumulated Losses Nil
IV. PERFORMANCE OF THE COMPANY
Turnover including Other Income 14,101,896
Total Expenditure 11,835,060
Profit before tax and exceptional item 2,266,836
Profit After Tax 1,785,902
Earnings per Share (Rs.) 29.19
Dividend Rate (%) 40%
V. GENERIC NAMES OF PRINCIPAL PRODUCTS / SERVICES OF THE COMPANY
(As per Monetary terms)
Item Code No. 2523.29
Product Description Cement

Managing Director
Dr. AJAY DUA
AMITA NARAIN
B.V. BHARGAVA
KASHI NATH MEMANI
N.G. KHAITAN Directors
PRADEEP DINODIA
B.K. DAGA Dr. R.P. SINGHANIA
Vice President & S. CHOUKSEY
Company Secretary S.K. WALI
47
CASH FLOW STATEMENT

For the year Ended 31st March 2009
2008-09 2007-08
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and exceptional items 226.68 271.58
Adjustments for:
Depreciation 69.11 58.54
Interest on Investments, Deposits & Others (28.60) (26.12)
Profit on sale of assets & investments (net) (4.80) (4.57)
Bad debts recovered (0.21) (0.21)
Interest expenses (Gross) 49.51 53.96
Provision for doubtful debts 0.61 0.11
Operating Profit before Working Capital changes 312.30 353.29
Adjustments for:
Trade and Other Receivables (13.03) 18.29
Inventories (3.83) (6.36)
Trade and Other Payables 42.12 43.16
Cash generated from Operations 337.56 408.38
Income Tax Payments (25.90) (25.81)
Net Cash from Operating Activities 311.66 382.57
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (228.97) (161.57)
Sale of Fixed Assets 4.38 0.27
(Purchase)/Sale of Investments (net) (74.90) 49.59
Interest Received 33.93 15.58
Net Cash from/(used in ) Investing Activities (265.56) (96.13)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Share Capital (net) – 36.00
Proceeds from Long-term borrowings 134.59 391.97
Repayment of Long-term borrowings (140.43) (409.31)
Short-term borrowings (net) 0.67 (4.46)
Interest / premium paid (51.10) (68.92)
Dividend Paid (including dividend distribution tax) (10.74) (13.84)
Yield Equivalisation / NPV Gain (net) – (20.98)
Net Cash from / (used in) Financing Activities (67.01) (89.54)
D. Increase / (Decrease) in
Cash and Cash Equivalents (20.91) 196.90
E. Cash and Cash Equivalents as at the beginning of the year 347.58 150.68
F. Cash and Cash Equivalents as at the close of the year 326.67 347.58
Notes:
1. Cash and Cash Equivalents include:
- Cash, Cheques in hand and remittances in transit 38.02 25.29
- Balances with Scheduled Banks 288.65 322.29
326.67 347.58
2. Previous year’s figures have been re-arranged and re-cast wherever necessary.

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
48
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
1 Name of the Subsidiary Company Hansdeep Industries & Trading

Co. Ltd.
2 Financial year of the Company ended on 31.03.2009
3 Shares held in the Subsidiary Company on the above date :
i) Number - Equity 50,007
II) Extent of holding 100%
4 The net aggregate amount of the Profits/(losses) of the Subsidiary Company as far as it
concerns the members of the
Holding Company :
i) Not dealt with in the Holding Company’s Accounts :
a) For the Financial year of the Subsidiary Rs. 73,103
b) For the previous Financial years since it became the Not Applicable since became
Holding Company’s Subsidiary Rs. subsidiary w.e.f 01.10.2008
ii) Dealt with in the Holding Company’s Accounts :
a) For the Financial year of the Subsidiary Rs. Nil
b) For the previous Financial years since it became the

Holding Company’s Subsidiary Rs. Nil
Additional Information u/s 212 (5) Not Applicable

Managing Director
Dr. AJAY DUA
AMITA NARAIN
B.V. BHARGAVA
KASHI NATH MEMANI
N.G. KHAITAN Directors
PRADEEP DINODIA
B.K. DAGA Dr. R.P. SINGHANIA
Vice President & S. CHOUKSEY
Company Secretary S.K. WALI
49
DIRECTORS‘ REPORT
TO THE MEMBERS technology absorption, foreign exchange earnings and
The Directors have pleasure in presenting the 16th outgo, pursuant to Section 217(1)(e) of the Companies Act
Annual Report together with the Audited Accounts of the 1956 read with the Companies (Disclosure of Particulars
Company for the year ended 31st March 2009. in the Report of Board of Directors) Rules 1988, is not
applicable to the Company.
During the financial year 2008-09, Profit after tax was
Rs. 73,103. Taking into account the deficit of Rs. 81,985 PARTICULARS OF EMPLOYEES
brought forward from previous year, the deficit of The Company does not have any employee of whom
Rs. 8,882 is carried forward to the Balance Sheet. the particulars in pursuance of Section 217(2A) of the
OPERATIONS & OUTLOOK Companies Act 1956 read with the Companies (Particulars
The Company continuous to explore the possibility of of Employees) Rules 1975 are required to be furnished.
setting up an economically viable business prospective. DIRECTORS’ RESPONSIBILITY STATEMENT
During the year under review the Company could not
Pursuant to the requirement of Section 217(2AA) of the
pursue any business activity.
Companies Act, 1956 and based on the confirmations
The Company has now become a wholly-owned received from the concerned officers, the Directors state
subsidiary of JK Lakshmi Cement Limited, Registered that :
Office:- Jaykaypuram, Basantgarh, District Sirohi,
• in the preparation of the Annual Accounts, the
Rajasthan, engaged in the business of manufacture and
applicable accounting standards have been followed
sale of cement, w.e.f. 22nd October 2008.
along with proper explanation relating to material
As approved by the Shareholders at the Extra-ordinary departures in the financial statement;
General Meeting held at the Registered Office of the
Company at Link House, 3, Bahadur Shah Zafar Marg, • the accounting policies selected and applied consistently
New Delhi – 110 002 on Monday, the 5th January 2009, and judgements and estimates made are reasonable and
the Company’s name has been changed to HANSDEEP prudent so as to give a true and fair view of the state of
INDUSTRIES & TRADING COMPANY LIMITED w.e.f. affairs of the Company at the end of the financial year
22nd January 2009 and the Objects to be pursued by and of the Profit & Loss of the Company for the financial
the Company have also been amended to include year ended 31st March 2009;
manufacturing and trading activities. • proper and sufficient care has been taken for
DIRECTORS maintenance of adequate accounting records in
Shri L.R. Puri retires by rotation at the forthcoming Annual accordance with the provisions of the said Act
General Meeting of the Company and being eligible, for safeguarding the assets of the Company and
offers himself for re-appointment. for preventing and detecting fraud and other
irregularities; and
AUDITORS
• the annual accounts have been prepared on a going
M/s. Lunawat & Co., Chartered Accountants, Auditors of
concern basis.
the Company, retire and are eligible for re-appointment.
The observations of the Auditors in their Report
on Accounts read with the relevant notes are self-
Lajpat Rai Puri
explanatory. Director
P.K.Rustagi
CONSERVATION OF ENERGY ETC.
There being no operations during the year, the requirement Place : New Delhi
of furnishing particulars of energy conservation, Date : 11th May 2009
50
HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED
AUDITORS‘ REPORT
To the Members of (ii) In our opinion, proper books of account as required
by law have been kept by the Company so far as
HANSDEEP INDUSTRIES & TRADING COMPANY
appears from our examination of those books;
LIMITED (Formerly Known as Swasthya Medicare
Services Limited) (iii) The Balance Sheet, Profit & Loss Account and Cash
Flow Statement dealt with by this report are in
We have audited the attached Balance Sheet of
agreement with the books of account;
HANSDEEP INDUSTRIES & TRADING COMPANY
LIMITED (Formerly Known as Swasthya Medicare (iv) In our opinion, the Balance Sheet, Profit & Loss
Services Limited) as at 31st March 2009, the Profit and Account and Cash Flow Statement dealt with by
this report comply with the Accounting Standards
Loss Account and also the Cash Flow Statement for the
referred to in sub-section (3C) of section 211 of the
year ended on that date annexed thereto. These financial
Companies Act, 1956;
statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion (v) As per the information and explanation given to
on these financial statements based on our audit. us, none of the directors is disqualified from being
appointed as a director under clause (g) of sub-
We conducted our audit in accordance with
section (1) of section 274 of the Companies Act,
auditing standards generally accepted in India. Those
1956;
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial In our opinion and to the best of our information
statements are free of material misstatement. An audit and according to the explanations given to us, the said
includes examining, on a test basis, evidence supporting accounts read together with notes thereon, give the
information required by the Companies Act, 1956, in
the amounts and disclosures in the financial statements.
the manner so required and give a true and fair view
An audit also includes assessing the accounting principles
in conformity with the accounting principles generally
used and significant estimates made by management,
accepted in India:
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a (a) in the case of the Balance Sheet, of the state of affairs
reasonable basis for our opinion. of the Company as at 31st March, 2009;
As required by the Companies (Auditor’s Report) (b) In the case of the Profit and Loss Account, of the
Order, 2003 (as amended) (The Order) issued by the Profit for the year ended on that date; and
Central Government of India in terms of sub-section (4A) (c) In the case of Cash Flow Statement of the Company,
of section 227 of the Companies Act, 1956 (The Act), of the Cash Flow for the year ended on that date.
we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
For Lunawat & Co.
Further to our comments in the Annexure referred to Chartered Accountants
above, we report that :
CA. Reeta Jain
(i) We have obtained all the information and Partner
explanations, which to the best of our knowledge M. No.92533
and belief were necessary for the purpose of our New Delhi
audit; 11th May 2009
51
ANNEXURE TO THE AUDITORS’ REPORT

HANSDEEP INDUSTRIES & TRADING COMPANY LIMITED 10. In our opinion, the accumulated losses of the Company are
(Formerly Known as Swasthya Medicare Services Limited) not more than fifty percent of its net worth. The Company
has not incurred cash losses during the financial year
Referred to in paragraph 3 of our report of even date, covered by our audit and immediately preceding financial
1. There were no Fixed Assets during the year. year.
2. No Business was transacted during the year, hence there 11. In our opinion and according to the information and
was no stock-in-trade. explanations given to us, the Company has not taken
Accordingly clause 4(ii) (b) & (c) are not applicable. any loans from financial institution, bank or debenture
3. The company has neither granted nor taken any loans, holders, hence question of default in repayment of dues
secured or unsecured to / from, firms or other parties to a financial institution, bank or debenture holders does
covered in the register maintained under section 301 of not arise.
the Act. 12. We are of the opinion that the Company has not granted
Accordingly sub – clause 4(iii) (b) to (d) , (f) & (g) are not loans and advances on the basis of security by way of
applicable. pledge of shares, debentures or other securities.
4. In our opinion and according to the information and 13. In our opinion, the Company is not a chit fund or a Nidhi
explanations given to us, there is adequate internal control mutual benefit fund/society. Therefore, the provisions of
procedure commensurate with the size of the Company clause 4 (xiii) of the said Order are not applicable to the
and the nature of its business with regard to investments, its Company.
accounting of income and expenditure. During the course 14. In our opinion, the Company is not dealing in or trading
of our audit, we have not observed any continuing failure in shares, securities, debentures and other investments.
to correct major weaknesses in internal control system. Accordingly, the provisions of clause 4(xiv) of the said
5. According to the information and explanations given to Order are not applicable to the Company.
us, there were no transactions that needed to be entered 15. In our opinion and according to the information and
into the register maintained under section 301 of the explanations given to us the Company has not given
Companies Act, 1956. any guarantees for loans taken by others from banks or
Accordingly sub – clause 4(v) (b) is not applicable. financial institutions are not prejudicial to the interest of
the Company.
6. In our opinion and according to the information and
explanations given to us, the Company has not accepted 16. In our opinion and according to the information and
any deposits from the public in contravention with the explanations given to us no term loans were raised during
provisions of section 58A, 58AA or any other relevant the year.
provisions of the Companies Act, 1956 and the Companies 17. According to the information and explanations given to us
(Acceptance of Deposits) Rules, 1975 with regard to the and on an overall examination of the balance sheet of the
deposits accepted from the public. No order has been Company, we report that no funds were raised on short-
passed by the Company Law Board or National Company term basis during the year.
Law Tribunal or RBI or any court or any other Tribunal in
18. According to the information and explanations given to
this regard.
us, the Company has not made any preferential allotment
7. In our opinion, the Company does not require to have an of shares to parties and companies covered in the register
internal audit system as its paid up capital and reserves or maintained under section 301 of the Act.
turnover does not exceed the prescribed limits.
19. According to the information and explanations given to
8. In our opinion and according to the information and us, during the period covered by our audit report, the
explanations given to us the Company is not required to Company had not issued any debentures.
maintain the cost records under section 209(1) (d) of the
Companies Act, 1956. 20. According to the information and explanations given to
us, no monies were raised by public issues during the
9. (a) The Company is regular in depositing with appropriate year.
authorities undisputed statutory dues. Apart from
income tax and cess, other material statutory dues 21. According to the information and explanations given to
are not applicable to the Company. us, no fraud on or by the Company has been noticed or
reported during the course of our audit.
(b) According to the information and explanations given
to us, no undisputed amounts payable in respect of
Income Tax, Sales Tax, Wealth Tax, Service Tax, For Lunawat & Co.
Custom Duty, Excise Duty and Cess were in arrears, Chartered Accountants
as at the year end for a period of more than six
months from the date they became payable.
CA. Reeta Jain
(c) According to the information and explanation given
Partner
to us, there are no dues of Income Tax, Sales Tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty M. No.92533
and Cess, which have not been deposited on account New Delhi
of any disputes. 11th May 2009
52
BALANCE SHEET
Rs.
Schedule 31st March 31st March
2009 2008
SOURCES OF FUNDS
Shareholders’ Fund
Capital 1 500070 500070
Total 500070 500070
Investments 2 400000 400000
Cash and Bank Balances 3 39298 51,848
Loans and Advances 4 107251 11919
146549 63767
Less: Current Liabilities and Provisions 5 55361 45682
Net Current Assets 91188 18085
Profit & Loss Account
(Balance as per annexed Profit & Loss Account) 8882 81985
Total 500070 500070
Notes on Accounts 8
Schedule 1 to 5 and 8 attached to the

Balance Sheet are an integral part thereof
As per our report of even date
For LUNAWAT & CO.

Chartered Accountants.
CA. Reeta Jain

Partner
M. No. 92533 Lajpat Rai Puri
Director
P. K. Rustagi
New Delhi
11th May 2009
53
PROFIT AND LOSS ACCOUNT

Rs.
Schedule 2008-09 2007-08
INCOME 6
Interest on FDR – 47232
Other Income 119258 –
119258 47232
EXPENDITURE
Administrative Expenses 7 13465 6191
13465 6191
Profit Before Tax 105793 41041
Provision for Taxation
- Current Tax 32690 15826
- For earlier years – (3155)
Profit After Tax 73103 28370
Balance brought forward (81985) (110355)
Balance carried forward (8882) (81985)
Basic / Diluted Earnings per Share (Rs.) 1.46 0.57
Notes on Accounts 8
Schedule 6 to 8 attached to the

Profit & Loss Account are an integral part thereof
For LUNAWAT & CO.

CA. Reeta Jain

Partner
M. No. 92533 Lajpat Rai Puri
Director
P. K. Rustagi
New Delhi
11th May 2009
54
Rs.
2009 2008
Schedule 1
CAPITAL
Authorised:
Equity Shares- 20,00,000 of Rs.10/- each 20000000 20000000
(Previous year- 20,00,000 Nos.)
2,00,000 Preference Shares of Rs. 100/- each 20000000 20000000
(Previous year 2,00,000 preference shares)
Issued, Subscribed & Paid up :
Equity Shares- 50,007 of Rs. 10 each 500070 500070
(Previous year- 50,007 Nos.)
500070 500070
Schedule 2
CURRENT INVESTMENT
(Fully paid up unless otherwise specified)
(Other than trade)
LIC MF Fixed Maturity Plan- Series 37- 13 Months 400000 400000
(40,000.000 Units - Previous year - 40,000.000 Units)
(Aggregate market value Rs.444204- Previous year Rs. 400152 )
Schedule 3
CASH & BANK BALANCES
Cash in hand 347 347
Balance with Scheduled Bank on Current Account 38951 51501
39298 51848
Schedule 4
LOANS AND ADVANCES
(Unsecured, considered good)
Advances recoverable in cash or in kind or
for value to be received 93000 –
Income-tax Advance Payments 14251 11919
107251 11919
Schedule 5
CURRENT LIABILITIES & PROVISIONS
Current Liabilities
Sundry Creditors 9989 6742
Other Liabilities – 26258
Provisions
Income Tax Provision 45372 12682
55361 45682
2008-09 2007-08
Schedule 6
INCOME
Interest on FDR – 47232
Other Income 119258 –
119258 47232
Schedule 7
ADMINISTRATIVE EXPENSES
Filing Charges 4000 1500
Audit Fees 6618 3371
Miscellaneous Expenses 161 197
Legal & Professional 2686 1123
13465 6191
55
Schedule 8
NOTES ON ACCOUNTS
A. Significant Accounting Policies
1. Accounting Convention
The Financial Statements are prepared under historical cost convention in accordance with generally accepted accounting
principles in India.
2. Revenue Recognition
Revenue is recognised when there is no significant uncertainty existing as to the determination or collection of the same.
3. Fixed Assets
Fixed Assets are stated at Historical cost. Cost includes costs attributable to acquisition & installation of assets. However there
are no Fixed Assets of the Company.
4. Investments
Current Investments are stated at the lower of Cost and Fair Value. Long Term Investments are stated at Cost, however any
permanent diminution in the value of long term investment is also accounted for.
5. Provisions
Provisions are recognised when there is a present obligation of the enterprise arising from past events , the settlement of
which is expected to result in an outflow from the enterprise, of resources embodying economic benefits.
6. Accounting policies not specifically referred to otherwise are consistent with generally accepted accounting principles.
B. Notes on Accounts
1. There was no employee during the year.
2. Contingent Liability - Nil (Previous year - Nil)
3. Amount paid to Auditors :- 2008-09 2007-08
Statutory Audit Fee (Rs.) 6000 3000
4. Expenditure / Earnings in foreign currency - Nil (Previous year Nil)
5. There are no parties registered under Micro Small and Medium Enterprises Development Act, 2006 with which the Company
has any dealing during the year.
6. Earnings per Share
Computed in accordance with the Accounting Standard-20 issued under the Companies (Accounting Standards) Rules, 2006
are as under:-
Particulars 2008-09 2007-08
Net Profit After Tax (Rs.) 73103 28370
Weighted Average Number of Equity Shares of Rs.10 each 50007 50007
Basic / Diluted Earnings per Share (Rs.) 1.46 0.57
7. Deferred Tax Assets in terms of AS-22 on carry forward losses has not been recognised.
8. Mr. L.R. Puri is the key management person. JK Lakshmi Cement Ltd. is holding company. There is no transaction with
key management person, holding company and related parties in terms of AS-18. Hence, disclosure required in terms of
AS-18 is not applicable.
9. The entity is being engaged in one business segment. Hence the disclosure required in terms of AS-17 issued under Companies
(Accounting Standard) Rules, 2006 is not applicable.
10. The name of the Company has been changed from Swasthya Medicare Services Ltd. to Hansdeep Industries & Trading
Company Ltd. and has become subsidiary and wholly owned subsidiary of JK Lakshmi Cement Ltd. w.e.f 1.10.2008 &
22.10.2008 respectively.
11. Previous year’s figures have been rearranged and regrouped wherever necessary.
For LUNAWAT & CO.

CA. Reeta Jain

Partner Lajpat Rai Puri
M. No. 92533 P. K. Rustagi Director
New Delhi
11th May 2009
56
CASH FLOW STATEMENT

For the year Ended 31st March 2009
Rs.
2008-09

Net Profit before Tax 105793
Operating Profit before working capital changes 105793
Adjustment for :
Trade and Other Receivables (93000)
Trade and Other Payables (23011)
Cash Generated from Operations (10218)
Direct Tax paid (Net) (2332)
Net Cash from Operating Activities (12550)
B. CASH FLOW FROM INVESTING ACTIVITIES –

Net Cash from Financing Activities –
D. Net Increase / (Decrease) in

Cash & Cash Equivalents (A+B+C) (12550)
E. Opening Balance - Cash & Cash Equivalents 51848
F. Closing Balance - Cash & Cash Equivalents (D + E) 39298

Notes:
1 Closing Cash and Cash Equivalents include:
- Cash on hand 347
- Balance with Scheduled Bank 38951
Total 39298
2 Accounting Standard -3, Cash Flow Statements (Revised), has became

applicable for the first time in the current year , hence previous year figures
have not been given.
For LUNAWAT & CO.

CA. Reeta Jain

Partner Lajpat Rai Puri
M. No. 92533 P. K. Rustagi Director
New Delhi
11th May 2009
57
Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part IV of the
Companies Act 1956.
I. REGISTRATION DETAILS
Registration No. 54817
State Code 55
Balance Sheet date 31.3.2009
II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)
Public Issue Nil
Bonus Issue Nil
Right Issue Nil
Private Placement Nil
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
Total Liabilities 555
Total Assets 555
Sources of funds
Paid up capital 500
Secured loans Nil
Reserves & Surplus Nil
Unsecured loans Nil
Application of funds
Net fixed assets Nil
Investments 400
Net current assets 91
Misc. expenditure Nil
Accumulated losses 9
IV. PERFORMANCE OF COMPANY
Turnover & other Income 119
Total expenditure 13
Profit before tax 106
Profit after tax 73
Earning per share (Rs.) 1.46
Dividend rate % Nil
V. GENERIC NAME OF PRINCIPAL PRODUCTS / SERVICES OF COMPANY
Item code No. (ITC Code ) Nil
Product description Financial Services
Lajpat Rai Puri

P. K. Rustagi Director
New Delhi
11th May 2009
58
AUDITORS‘ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
TO THE BOARD OF DIRECTORS OF JK LAKSHMI presentation. We believe that our audit and the
CEMENT LIMITED reports of other auditors provide a reasonable basis
for our opinion.
1. We have audited the attached Consolidated Balance
Sheet of JK Lakshmi Cement Limited and its subsidiary 3. We report that the consolidated financial statements
Company as at March 31, 2009, the related Profit & have been prepared by the Company in accordance
Loss Account for the year then ended and the Cash with the requirements of Accounting Standard
Flow Statement for the year ended. These financial 21, ‘Consolidated Financial Statements’ issued
statements are the responsibility of the Company’s by the Institute of Chartered Accountants of India,
management. Our responsibility is to express an on the basis of the individual financial statements
opinion on these financial statements based on our of JK Lakshmi Cement Limited and its subsidiary
audit. We did not audit the financial statements of companies included in the aforesaid consolidation.
the subsidiary company, Hansdeep Industries and
4. In our opinion, based on our audit and the reports of
Trading Co Ltd, whose financial statements reflect
other auditors, the consolidated financial statements
total assets of Rs.5,46,549 as at March 31, 2009 and
referred to above give a true and fair view of the
total revenues of Rs. 1,19,258 for the year ended.
financial position of JK Lakshmi Cement Limited and
These statements were audited by other auditors
its subsidiary company as at March 31, 2009 and
whose report has been furnished to us, and our
of the results of their operations for the year ended
opinion, so far as it relates to this company is based
in conformity with generally accepted accounting
solely on the report of the other auditors.
principles in India, subject to Note 4 regarding non-
2. We conducted our audit in accordance with preparation of notes and schedules as stated in the
generally accepted auditing standards in India. said note.
Those standards require that we plan and perform
the audit to obtain reasonable assurance about
whether the financial statements are free of material
For LODHA & CO.
misstatement. An audit includes examining, on a
Chartered Accountants
test basis, evidence supporting, the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used
N. K. LODHA
and significant estimates made by management, as New Delhi Partner
well as evaluating the overall financial statement Date : 13th May 2009 Membership No.: 85155
59
CONSOLIDATED BALANCE SHEET

31st March
2009
SOURCES OF FUNDS
Shareholders’ Funds
Capital 61.19
Reserves and Surplus 770.06
831.25
Loans
Secured Loans 573.63
Unsecured Loans 129.04
702.67
Deferred Tax Liability (Net) 35.10
Total 1569.02
Fixed Assets
Gross Block 1760.48
Less: Depreciation 747.39
Net Block 1013.09
Capital Work-in-progress 97.04
1110.13
Investments 88.90
Inventories 66.02
Sundry Debtors 23.32
Cash and Bank Balances 326.67
Loans and Advances 215.96
631.96
Less: Current Liabilities and Provisions 261.97
Net Current Assets 369.99
Total 1569.02
Notes on Account

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
60
CONSOLIDATED PROFIT AND LOSS ACCOUNT
2008-09
INCOME
Sales 1404.05
Less : Excise Duty 179.52
Net Sales 1224.53
Other Income 6.15
1230.68
Increase/(Decrease) in Stock (6.07)
1224.61
EXPENDITURE
Employees 69.16
Manufacturing Expenses 588.47
Other Expenses 250.27
907.90
PROFIT BEFORE INTEREST AND DEPRECIATION 316.71
Cost of Borrowings 20.91
PROFIT BEFORE DEPRECIATION 295.80
Depreciation 69.11
PROFIT AFTER DEPRECIATION 226.69
Provision for Current Tax 25.57
Deferred Tax 47.10
MAT Credit Entitlements (25.57)
Provision for Fringe Benefit Tax 0.99
PROFIT AFTER TAX 178.60
Balance brought forward 77.10
255.70
APPROPRIATIONS
Proposed Dividend 24.47
Corporate Dividend Tax 4.16
General Reserve 125.00
Balance carried forward 102.07
255.70
Basic Earning per Share (Rs.) - Cash 40.49
- After Tax 29.19
Diluted Earning per Share (Rs.) 29.19
Notes on Accounts

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. The Accounts have been prepared to comply with the requirements of Accounting Standard – 21 to include all
material items.
2. Consolidated Financial Statements (CFS) comprised the financial statements of JK Lakshmi Cement Limited and
its subsidiary Hansdeep Industries & Trading Co Ltd.(Shareholding 100%, Incorporated in India)as on March 31,
2009.
3. The Consolidated Financial Statements have been prepared based on a line-by-line consolidation using uniform
accounting policies for like transactions and other events in similar circumstances. The effects of intra group
transactions are eliminated in consolidation.
4. In view of insignificant / negligible transactions of the subsidiary Company, notes and schedules are not
prepared.
5. Being first year of consolidation, previous year figures have not been given.

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
62
CONSOLIDATED CASH FLOW STATEMENT
For the Year Ended 31st March 2009
2008-09

Net Profit before Tax 226.69
Adjustments for:
Depreciation 69.11
Interest on Investments, Deposits & Others (28.60)
Profit on sale of assets & investments (net) (4.80)
Bad debts recovered (0.21)
Interest expenses (Gross) 49.51
Provision for doubtful debts 0.61
Operating Profit before Working Capital changes 312.31
Adjustments for:
Trade and Other Receivables (13.04)
Inventories (3.83)
Trade and Other Payables 42.12
Cash generated from Operations 337.56
Income Tax Payments (25.90)
Net Cash from Operating Activities 311.66
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (228.97)
Sale of Fixed Assets 4.38
(Purchase) / Sale of Investments (net) (74.90)
Interest Received 33.93
Net Cash from / (used in) Investing Activities (265.56)
Proceeds from Long-term borrowings 134.59
Repayment of Long-term borrowings (140.43)
Short-term borrowings (net) 0.67
Interest paid (51.10)
Dividend Paid (including dividend distribution tax) (10.74)
Net Cash from / (used in) Financing Activities (67.01)
D. Increase / (Decrease) in Cash and Cash Equivalents (20.91)
E. Cash and Cash Equivalents as at the beginning of the year 347.58
F. Cash and Cash Equivalents as at the close of the year 326.67
Notes :
1. Cash and Cash Equivalents include:
- Cash, Cheques in hand and remittances in transit 38.02
- Balances with Scheduled Banks 288.65
326.67

Managing Director
Dr. AJAY DUA
B.V. BHARGAVA
PRADEEP DINODIA
63
Nehru House, 4, Bahadur Shah Zafar Marg, New Delhi 110 002
NOTICE
NOTICE is hereby given that the 69th Annual General Meeting of the Members of JK LAKSHMI CEMENT LIMITED will be held at
the Registered Office of the Company at Jaykaypuram-307 019, Basantgarh, Dist. Sirohi, Rajasthan, on Saturday, the 25th July 2009
at 2:30 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 March 2009 and the
Reports of the Directors and Auditors thereon.
2. To declare dividend.
3. To appoint a Director in place of Shri Hari Shankar Singhania, who retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a Director in place of Shri B.V. Bhargava, who retires by rotation and being eligible, offers himself for re-
appointment.
5. To appoint Auditors and to fix their remuneration and in connection therewith to pass, with or without modification(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 conclusion of the 69th Annual
General Meeting upto the conclusion of the next Annual General Meeting on a remuneration of Rs. 6,50,000/- (Rupees Six
lac Fifty thousand) only, excluding service tax as applicable and reimbursement of travelling 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 Ordinary Resolution:
“RESOLVED that Shri Kashi Nath Memani, whose appointment as Additional Director on the Board determines on the date of
the present Annual General Meeting, be and is hereby appointed as a Director liable to retire by rotation on the Board.”
“RESOLVED that Dr. Ajay Dua, whose appointment as Additional Director on the Board determines on the date of the present
Annual General Meeting, be and is hereby appointed as a Director liable to retire by rotation on the Board.”
“RESOLVED that Shri Pradeep Dinodia, whose appointment as Additional Director on the Board determines on the date of the
present Annual General Meeting, be and is hereby appointed as a Director liable to retire by rotation on the Board.”
By Order of the Board

Regd. Office:
B.K. Daga
Jaykaypuram-307 019
Vice President &
Basantgarh, Dist. Sirohi (Rajasthan).
Company Secretary
13th May 2009
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
ON A POLL TO VOTE INSTEAD OF HIMSELF. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN
ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS 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 21st July 2009 to 25th July 2009
(both days inclusive).
64
4. The Dividend @ 40% (Rs. 4 per Equity Share of Rs. 10 each) as recommended by the Board of Directors, if declared at the
Annual General Meeting, will be paid to the Members whose names are borne on the Company’s Register of Members on
25th July 2009 or to their mandatees. In respect of shares held in dematerialised form, the dividend will be paid on the basis
of details of beneficial ownership to be received from the Depositories for this purpose.
5. Appointment of Directors :-
Brief resumes of the Directors proposed to be re-appointed (Item Nos. 3 and 4) are given hereunder :
Name Shri Hari Shankar Singhania Shri B.V. Bhargava

Age (Years) 76 73
Qualification B.Sc. LL.B., M.Com.
Date of Appointment on
7th December 1951 3rd April 1997
the Board
Name(s) of other Chairman : Chairman :
Companies in which - JK Tyre & Industries Ltd. - National Commodity &
Directorships held (as per - JK Paper Ltd. Derivative Exchange Ltd.
Sections 275 and 278 of - Bengal & Assam Company Ltd. Director :
the Companies Act 1956) - CRISIL Ltd.
- Excel Crop Care Ltd.
- Grasim Industries Ltd.
- ICICI Lombard General
Insurance Company Ltd.
- Raymond Ltd.
- SI Group – India Ltd.
- Supreme Industries Ltd.
- L&T Infrastructure Finance
Company Ltd.
- Grasim Bhiwani Textiles Ltd.
Name(s) of Companies – Chairman – Audit Committee :
in which Committee - Grasim Industries Ltd.
Membership(s)/ - Excel Crop Care Ltd.
Chairmanship(s) held (as - Grasim Bhiwani Textiles Ltd.
per Clause 49 of the Listing Chairman – Shareholders & Investors
Agreement) Grievance Committee:
- CRISIL Ltd.
Member – Audit Committee :
- Raymonds Ltd.
- CRISIL Ltd.
- National Commodity &
Derivatives Exchange Ltd.
Member – Shareholders & Investors Grievance
Committee :
65
EXPLANATORY STATEMENT UNDER SECTION 173 OF THE COMPANIES ACT 1956
Item Nos. 6, 7 & 8
Shri Kashi Nath Memani, Dr. Ajay Dua and Shri Pradeep Dinodia were appointed as Additional Directors on the Board w.e.f.
5th August 2008, 25th August 2008 and 16th March 2009 respectively and hold office upto the date of the present Annual General
Meeting, pursuant to Section 260 of the Companies Act 1956 (Act). Requisite Notices under Section 257 of the Act, have been
received from members of the Company, signifying their intention to propose the names of the said Directors for appointment as
Directors liable to retire by rotation.
Information about the Appointee Directors :
Shri Kashi Nath Memani, aged 70 years, is a Chartered Accountant. Shri Memani was the Chairman & Country Managing Partner
of Ernst & Young, India till 31st March 2004. He specialises in Business and Corporate Advisory, Foreign Taxation, Financial
Consultancy etc. and is consulted on the corporate matters by several domestic and foreign companies. Government of India
recently appointed Shri Memani as Chairman of the Quality Review Board, an oversight Board to review the quality of Auditors.
He was a Co-Chairman of the Expert Committee constituted by the Ministry of Company Law for the drafting of new Companies
Act. He was on the External Audit Committee (EAC) of the International Monetary Fund (IMF) for two consecutive years (1998-
2000) and was appointed the Chairman of EAC for the year 1999-2000. He is the only Indian appointed in this Committee by
IMF. Shri Memani was the Chairman of the American Chamber of Commerce in India during the year 2007-08 and 2005-06 and
the President of PHD Chamber of Commerce and Industry and is associated with various other Chambers of Commerce. He is the
former President of Federation of Indian Export Organisations and Indo American Chamber of Commerce. Currently, he is member
of the managing committees of Federation of Indian Chambers of Commerce and Industry, Indo American Chamber of Commerce,
American Chamber of Commerce, Associated Chamber of Commerce, PHD Chamber of Commerce etc. Shri Memani is also
member of governing bodies of some business schools, social, educational and charitable organisations and foundations.
Shri Memani is also a Director on the Board of Aegon Religare Life Insurance Company Ltd., DLF Ltd., Emami Ltd., Great Eastern
Energy Corporation Ltd., HEG Ltd., HT Media Ltd., ICICI Venture Funds Management Company Ltd., India Glycols Ltd. and
National Engineering Industries Ltd.
Dr. Ajay Dua, aged 61 years, holds an Honours Degree in Economics. He did M.Sc. (Econ.) from the London School of Economics
and Politics. He was awarded a Ph.D. by the University of Bombay for his work on Economics of Urban Renewal Programmes. He
also holds diplomas in Business Administration, Marketing Management and Russian Language. Dr. Dua has written extensively
on issues of development including promoting industrialization, urban planning, housing for the poor and community financing of
health care in developing countries. A career civil servant, Dr. Dua had joined the Indian Administrative Service in 1971. He held
a variety of senior assignments in the Government of Maharashtra and the Government of India, including as Managing Director of
Small Industries Promotion Corporation, CEO of Maharashtra Housing and Area Development Authority, Municipal Commissioner,
Pune, Joint Secretary in the Union Ministry of Power and Director General, Employees’ State Insurance Corporation. From July
2005 to July 2007, he was the Secretary in the Department of Industrial Policy and Promotion of the Ministry of Commerce and
Industry, Government of India at New Delhi. He has also worked as an industrial consultant in the Soloman Islands on behalf of
the Commonwealth Secretariat, UK. He was the Chairman of National Hydro Power Corporation (NHPC) and Rural Electrification
Corporation (REC). He has been on the Board of Directors of several Central Public Sector Undertakings in the Indian power
66
industry, and was one of the initiators of the power sector reform-programme in the country. Dr. Dua was also assigned the
responsibility of formulation of industrial policy, strengthening the intellectual property regime and catalysing investment, both
domestic and foreign in Indian industry. He chaired the Governing Council of the prestigious National Institute of Design at
Ahmedabad. He was elected the Chairperson of the Asian Productivity Organisation, Tokyo for the year 2006-07. Dr. Dua was the
Chairperson of the Council of Association of Central Pulp & Paper Research Institute, the National Productivity Council of India
and the Jammu & Kashmir Development Finance Corporation. He also served on the Board of Directors of IDBI and EXIM Bank.
Upon his retirement on 31st July 2007, the Government of India appointed him as an Advisor in the Ministry of Commerce &
Industry for planning and designing the Delhi-Mumbai Industrial Corridor, an assignment he completed at the end of July 2008.
Dr. Dua is Chairman on the Board and Audit Committee of IL&FS Investmart Securities Ltd. and a Director on the Board of IL&FS
Investmart Financial Services Ltd. and IL&FS Investmart Ltd. and a Member of its Audit Committee.
Shri Pradeep Dinodia, aged 55 years, is a Chartered Accountant and Senior Counsel in Income Tax Appellate Tribunal. Shri
Dinodia is the Managing Partner of S.R. Dinodia & Co., a leading firm of Chartered Accountants in India established in 1952
and an active member of the MGI, which is a worldwide association of independent auditing, accounting and consulting firms.
Shri Dinodia has specialized expertise in Corporate Governance, Direct Taxes and Cross Border Transactions. He was the Vice
Chairman of the International Fiscal Association, India Branch for six years. He is an active member of Indo-UK Accountancy Task
Force (Jetco.) constituted by the Commerce Ministry, Government of India. He has been a member of various technical committees
and forums of the Institute of Chartered Accountants of India (ICAI) – Accounting Standard Board, Fiscal Laws Committee, Peer
Review Board and has been a special invitee on the Auditing and Assurance Board of the ICAI. Shri Dinodia is a member of the
Finance Committee of India International Centre. He has been a prolific speaker in several Workshops, Seminars and Forums
organized by Professional Institutes and Chambers of Commerce and has read Papers on varied topics in all major business centres
of the world. Besides, he is also Chairman of the Happy School Society, Delhi.
Shri Dinodia is Chairman on the Board of Shriram Pistons & Rings Ltd. and is a Director on the Board of DCM Shriram Consolidated
Ltd., Hero Honda Motors Ltd., Hero Corporate Service Ltd., DFM Foods Ltd., Micromatic Grinding Technologies Ltd., SPR
International Auto Exports Ltd. and Ultima Finvest Ltd. Shri Dinodia is also Chairman of the Audit Committee of Shriram Pistons &
Rings Ltd., Hero Honda Motors Ltd., Hero Corporate Service Ltd. and DFM Foods Ltd., Chairman of the Shareholders & Investors
Grievance Committee of DCM Shriram Consolidated Ltd. and Member of the Audit Committee of DCM Shriram Consolidated Ltd.
and Shareholders & Investors Grievance Committee of Hero Honda Motors Ltd.
None of the Directors other than Shri Kashi Nath Memani, Dr. Ajay Dua and Shri Pradeep Dinodia for themselves may be deemed
to be concerned or interested in the aforesaid resolutions.
By Order of the Board

Regd. Office: B.K. Daga
Jaykaypuram-307 019 Vice President &
Basantgarh, Dist. Sirohi, (Rajasthan). Company Secretary
13th May 2009
67
FOR ATTENTION OF THE SHAREHOLDERS
1. Members / Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting.
2. Please check the Pincode in the address slip pasted on the envelope and advise correction, if any, therein. Also please do
indicate the Pincode Number of your delivery post office while notifying change in your address to the Company where shares
are held in physical form.
3. Transferee(s) seeking transfer of shares in physical form should furnish copy of their PAN card to the Company / RTA for
registration of transfer of shares.
4. Requests for transfer of Equity Shares and related correspondence should be addressed to the Company’s Registrar and Share
Transfer Agents: MCS Limited, F-65, First Floor, Okhla Industrial Area, Phase-I, 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.
5. 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: bkdaga@jkmail.com. Please quote your Folio No. / DPID / Client ID for prompt attention.
The Members are requested to furnish to the Company, their Bank particulars in the enclosed Electronic Clearing Services
(ECS) Mandate Form to enable the Company to directly credit the dividend amount in their Bank Account through ECS.
Members are also 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 to avoid fraudulent encashment thereof.
6. Unclaimed Matured Debentures – Transfer to Investor Education and Protection Fund: The 14% Non Convertible Debentures
and 16% Non Convertible Debentures (NCDs) issued by the Company on 9.2.1993, pursuant to the letter of offer dated
12th November 1992 were redeemed in three annual instalments on 8.2.2000, 8.2.2001 & 8.2.2002 as per terms of issue of
the NCDs. As required, unclaimed amounts in respect of the first, second and third instalment of redemption of Rs. 60 per 14%
NCD and Rs. 40, Rs. 40 and Rs. 50 respectively per 16% NCD (Redemption-cum-interest warrants dated 31.3.2000, 8.2.2001
and 8.2.2002) were also transferred to IE & PF.
7. Nomination: Pursuant to 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.
8. 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.
68
Regd. Office: Jaykaypuram-307 019, Basantgarh, Dist. Sirohi, Rajasthan
Folio No. / DP ID / Client ID # ADMISSION SLIP

No. of Equity Shares held
I hereby record my presence at the 69th Annual General Meeting of the Company being held at Jaykaypuram-307 019, Basantgarh,
Distt. Sirohi, Rajasthan on Saturday, the 25th July 2009 at 2.30 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 Shareholders 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 69th Annual General Meeting of
the Company to be held on Saturday, the 25th July 2009 at 2.30 P.M. and at any adjournment thereof.
Signed this - - - - - - - day of - - - - - - - - 2009.

Affix
Folio No./ DP ID / Client ID # 30 paise
Signature(s) . . . . . . . Revenue ...
No. of Equity Shares held Stamp
# 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 Reg-
istered Office of the Company at Jaykaypuram-307019, Basantgarh, Dist. Sirohi, Rajasthan, at least 48 hours before the
scheduled time.
ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORM
To,
JK Lakshmi Cement Ltd.
Share Department
Gulab Bhawan, 3rd Floor (Rear Block)
6-A, Bahadur Shah Zafar Marg,
New Delhi - 110002
Dear Sirs,
FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND
Please fill-in the information in CAPITAL LETTERS in ENGLISH ONLY.
For shares held in physical form
FOR OFFICE USE ONLY
Master
Folio No.
For shares held in electronic form ECS
Ref. No.
D.P. ID
Client ID
Name of Sole / First holder

Bank name
Branch name
Branch code
(9) Digits Code Number appearing on the MICR Band of the cheque supplied by the
Bank. Please attach a xerox copy of a cheque or a blank cheque of your bank duly
cancelled for ensuring accuracy of the banks name, branch name and code number.
Account type
[Please Tick () wherever applicable] Savings Current Cash credit
A/c. No (as appearing

in the cheque book)
Effective date of this
mandate
I, Here by declare that the particulars given above are correct and complete. If any transaction is delayed or not effected at all for
reasons of incompleteness or incorrectness of information supplied as above, the Company MCS Ltd. will not be held responsible.
I agree to avail the ECS facility provided by RBI, as and when implemented by RBI / JK Lakshmi Cement Limited.
I further undertake to inform the Company any change in my Bank / branch and account number.
Dated : ........................... ..........................................................

(Signature of Sole / First holder)
Notes :
1. Whenever the shares in the given folio are entirely dematerialised, then this ECS mandate from will stand rescined.
2. For shares held in dematerialised mode nomination is required to be filed with the Depository Participant in their
prescribed form.

Ar 2008 2009

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20900834_J K Laxmi Cement_Annual Report(Dlx)_08-09_Cover

Saturday, July 04, 2009 9:59:54 AM

Both Production and Sales have registered a

The Board of Directors places on record its sincere COST AUDIT

80.00 Jaykaypuram-307 019,

Vinita Singhania M/s. Juggilal Kamlapat Lakshmipat and Directors of the

AUDITORS’ COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

For LODHA & CO.,

MANAGEMENT DISCUSSION On the demand side, the slowdown in the industry,

• Completion of expansion plans resulting in capacity COMPANY’S PERFORMANCE

of the ﬁnancial year the Company’s cement capacity now 160

stands increased by 11 lac MT , viz. to 47.5 lac MT per

IMP.COAL CRUDE OIL PETCOKE [FOB]

Under the Public Partnership Scheme, we have

Our all inclusive efforts in the areas of Human

3. “Silver Certiﬁcate of Merit” for Manufacturing &

4. At the National Convention on Quality Circles 2008

a. Par Excellent Award : Hari Om Quality Circle

the critical role of the cement industry to achieve the

(a) We have obtained all the information and

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

Nature of Nature Amount Period Forum where

12. According to the information and explanations given

H.S. SINGHANIA Chairman

Schedule 2008-09 2007-08

Rs.in Crore(10 Million)

Issued, Subscribed and Paid up :

Equity Shares 6,11,79,462 (Previous year 6,11,79,462)

RESERVE AND SURPLUS

Rs. in Crore (10 Million)

Capital Reserve 0.74 – – 0.74

Capital Redemption Reserve 23.30 – – 23.30

Share Premium Account 116.78 – – 116.78

General Reserve Account 355.55 125.00 – 480.55

Surplus in Proﬁt & Loss Account 77.11 102.07 77.11 102.07

581.23 281.68 92.85 770.06

(a) Revaluation of certain Fixed Assets as on 1st April 2008.

b) Term Loans from Banks 533.30 517.50

c) Working Capital Loans from Banks 6.56 5.89

Rs. in Crore (10 Million)

b) Trade Deposits 15.93 12.96

c) Fixed Deposits 3.16 2.89

Leasehold Land 0.35 – – 0.35 0.08 – – 0.08 0.27 0.27

Buildings 52.91 7.14 – 60.05 14.36 1.39 – 15.75 44.30 38.55

Plant and (c) (b)

Furniture Fixtures (b)

Edelweiss Capital Ltd - NCD @ Debentures 20 2.00 20 2.00

Sundaram BNP Paribas Fixed Term Plan H - Units 4,000,000 4.00 – –

Rs.in Crore (10 Million)

Raw Materials 3.34 1.85

Finished Goods 9.05 6.01

Stock-in-Process 3.77 12.25

Rs. in Crore (10 Million)

Rs. in Crore (10 Million)

Less: Transferred from Revaluation Reserve 15.74 12.99

22. Earnings per Share

Effect of potential equity shares on :

Weighted average No. of Equity Shares (Diluted) 61,179,462 59,302,002

c) Basic Earnings per share (Rs.) - Cash 40.49 53.36

23. Deferred Tax :

Net deferred tax asset/(liability) (35.10) 12.00

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