Annual Report 2009

VINAY CEMENTS LIMITED
Jamunanagar, Umrangshu, N. C. Hills, Asom
ASOMOR MATI
ASOMOR CEMENT
23rd Annual Report 2008-09

Vinay Cements Limited
CONTENTS
Page No.
Corporate Information 2
Directors' Profile 3
Notice of AGM 4
Directors' Report 9
Management Discussion & Analysis 19
Report on Corporate Governance 22
CEO/CFO Certification 29
Auditors' Report 30
Balance Sheet 34
Profit & Loss Account 35
Schedules to the Accounts 36
Balance Sheet Abstract & Company's General Business Profile 50
Cash Flow Statement 51
Consolidated Financial Statements 52
Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 71
Statement pursuant to exemption received under Section 212(8) of Companies Act, 1956 71
Attendance Slip & Proxy Form for AGM

CORPORATE INFORMATION
BOARD OF DIRECTORS Shri Binod Kumar Bawri Chairman cum Managing Director
Shri Mahesh Kumar Srivastava Whole Time Director
Shri Shridhar Issar
Dr. Bidhu Bhushan Dutta
COMPANY SECRETARY Shri P. R. Sivasankar
REGISTERED OFFICE Jamunanagar, Umrangshu, District : North

Cachar Hills, Assam - 788 931
Phone : 03670 291631
CORPORATE OFFICE “JINDAL TOWERS”

21/1A/3, Darga Road, Block A,
3rd Floor, Park Circus, Kolkata 700 017
Phone : (033) 4022 2121/22
Fax : (033) 2290 0096
BANKERS AXIS Bank Limited

Dalhousie Square Branch,
“Mukti Chambers”
4, Clive Row,
Kolkata 700 001
AUDITORS Deloitte Haskins & Sells

Chartered Accountants
Bengal Intelligent Park,
Building Alpha, 1st Floor,
Plot No. A-2, M-2 & N-2,
Block - EP & GP, Sector – V,
Salt Lake Electronics Complex,
Kolkata – 700 091
INTERNAL AUDITORS M/s. R. Kothari & Co.

16A, Shakespeare Sarani,
Kolkata – 700 071
SOLICITORS & LEGAL KHAITAN & CO.

ADVISORS “Emerald House”,
1B Old Post Office Street,
Kolkata 700 001
Millie Hazarika, Advocate,

Guwahati High Court,
Soniram Bora Lane,
G. S. Road, Guwahati
PLANT Jamunanagar, Umrangshu, District : North

Cachar Hills, Assam - 788 931
REGISTRAR AND SHARE Maheshwari Datamatics Pvt. Ltd.

TRANSFER AGENTS 6, Mangoe Lane, (2nd Floor),
Kolkata 700 001.
Phone : (033) 2243 5029/5809
Fax : (033) 2248 4787
E-mail : mdpl@cal.vsnl.net.in
2 23rd Annual Report 2008-09

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

the Chief Mentor and the co-promoter/ founder of the Company.
He is a Graduate in Arts with Honours in Economics. Shri Bawri
brings with himself rich business experience of more than 37
years, including more than 21 years of experience in the cement
industry.
Shri Sridhar Issar Independent Director, aged around 75 years, he possesses over
fifty years of business experience in the North Eastern and Eastern
India. By education, he is a Bachelor of Science in Agriculture. He
has rich business and technical experience. He has expertise in the
domain of industrial farming including tea, fruits & vegetables. He
served with distinction on the Board of Governors of the Indian
Tea Association for over 18 years from 1976 to 1994 and as the
Chairman of the Tea Research Association, Terai Branch from
1968 to 1971.
Dr. Bidhu Bhushan Dutta Independent Director, aged around 72 years, is a renowned
educationist and social & political activist. By education, he is a
Master of Arts (M.A.) in Economics and Ph.D. He has held various
prestigious positions as a long-serving member of the Indian
National Congress, one of the oldest political parties of India. But
it was perhaps as a social activist and educationist, that he made a
bigger mark. He has also been involved with state-level planning,
administration and macro-economic forums. He was nominated
to the Parliament (Rajya Sabha) from the Indian National
Congress in 1993.
Shri Mahesh Kumar Srivastava Whole-time Director, aged around 52 years, is a Bachelor of
Commerce by education. He has a rich 26 years of experience in
works and operations in various plants and factories across India
and abroad. The major part of his experience has been in the
cement industry. He has had experience in successfully managing
cement plants of the size of upto 8500 tonnes per day. He is
employed in the Company since June 2007.

Notice of Annual General Meeting

NOTICE is hereby given that the Twenty Third Annual General Meeting of the Members of VINAY CEMENTS
LIMITED shall be held on Tuesday, the 29th day of September, 2009, at the registered office of the Company at
Jamunanagar, Umrangshu, District North Cachar Hills – 788 931, Assam at 1.30 P.M. for transaction of the
following businesses :-
ORDINARY BUSINESS
As Ordinary Resolutions
Item No. 1
To consider and adopt the Balance Sheet of the Company as at 31st March, 2009, the Profit & Loss Account and
Cash Flow Statement for the year ended on that date alongwith the consolidated financial statements of the
Company for the Financial Year 2008-09 together with the report thereon of the statutory auditors M/s. Deloitte
Haskins & Sells and the Report of the Board of Directors of the Company for the year ended 31st March, 2009.
Item No. 2
To consider appointment of Shri Bidhu Bhushan Dutta, who retires by rotation and being eligible, offers himself for
re-appointment, as a Director in the Company, whose period of office shall be liable to be determined by retirement
of directors by rotation.
Item No. 3
To consider appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as the statutory auditors of the
Company to hold office from the conclusion of this annual general meeting and until the conclusion of the next
annual general meeting of the Company and to consider fixation of their remuneration at a maximum of Rs.
5,00,000/- (Rupees Five Lakhs Only) plus service tax as may be applicable and reimbursement of actual out of
pocket expenses incurred.
SPECIAL BUSINESS
4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special
Resolution :--
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, 311 & Schedule XIII and
other applicable provisions, if any, of the Companies Act, 1956, and subject to all such approvals as may be
required, the approval of the members be and is hereby accorded to the payment of managerial remuneration
to Shri Binod Kumar Bawri, Chairman-cum-Managing Director of the Company, during the period from 1st
April, 2008 to 31st March, 2009, as set out in the explanatory statement annexed hereto.
FURTHER RESOLVED THAT the approval of the shareholders be and is hereby accorded to the
endorsement by the Board of Directors of the decision of Shri Binod Kumar Bawri, Chairman-cum-Managing
Director of the Company, to forego his managerial remuneration in the Company with effect from 1st April,
2009 till the remainder of his tenure of appointment i.e. till the 31st day of December, 2011.
FURTHER RESOLVED THAT the Board or any Committee thereof be and is hereby authorized to do and
perform all such acts, deeds, matters and things as may be considered desirable or expedient to give effect to
this resolution.”
By Order of the Board of Directors of

Vinay Cements Ltd.
Date : 22nd August, 2009 P. R. Sivasankar

Place : Kolkata Company Secretary

Notes :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT
A PROXY TO ATTEND AND VOTE ON A POLL ON HIS BEHALF. A PROXY HOWEVER NEED NOT
BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED
BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE
START OF THIS MEETING. CORPORATE MEMBERS ARE REQUESTED TO SEND/BRING A DULY
CERTIFIED COPY OF BOARD/GOVERNING BODY RESOLUTION UNDER SECTION 187 OF THE
COMPANIES ACT, 1956, AUTHORISING THEIR REPRESENTATIVE TO ATTEND AND VOTE ON
THEIR BEHALF.
2. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the
Special Businesses is annexed hereto.
3. Members are requested to bring their attendance slips alongwith copy of the Annual Report to the Annual
General Meeting.
4. The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday,
23rd September, 2009 to Tuesday, 29th September, 2009 (both days inclusive) on account of the Annual
General Meeting of the Company.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
Item No. 4
The Board of Directors of the Company, at their meeting held on 31st January, 2007, had appointed Shri Binod
Kumar Bawri as the Managing Director of the Company for a period of five years with effect from 1st January, 2007
at the below-mentioned managerial remuneration which was duly approved by the shareholders of the Company
vide an ordinary resolution passed by them at their Extra-Ordinary General Meeting held on 2nd March, 2007 :-
i) Salary :
Rs. 1,00,000/- (Rupees One Lac only) per month.
ii) Perquisites and allowances :-
In addition to the salary payable, Shri Bawri shall also be entitled to the following perquisites.
In addition to the salary payable, Shri Bawri shall also be entitled to the following perquisites.
a) Either a free furnished accommodation or a house rent allowance up to 50% of salary or a hard-furnishing
reimbursement of Rs. 5,00,000/- every five years and a soft-furnishing reimbursement of Rs. 75,000/- per
annum in lieu of free furnished accommodation.
b) Full reimbursement of household utilities expenses for cooking fuel, electricity, water, house repair and
upkeep, 3 domestic helps;
c) Full reimbursement of housing society charges and house / property tax;
d) Full reimbursement of medical expenses for self, spouse, dependent parents and dependent children;
e) Personal accident insurance for self;
f) Leave travel concession for himself and family as per company's rules,
g) Membership of two club for self;
h) Such other perquisites and allowances in accordance with the Rules of the Company or as may be agreed to
by the Board of Directors and Shri Bawri.
Such perquisites and allowances shall be subject to a maximum of 100% of his annual salary. In case the amount
claimed under perquisites is less than 100% of the total salary in any particular year, the difference between 100% of
the annual salary and the amount claimed towards perquisites shall be paid to Shri Bawri.

Perquisites shall be evaluated as per Income Tax Rules, wherever applicable, and in the absence of any such rules,
they shall be evaluated at actual cost.
Provision for use of the Company's car for official duties and telephones at residence shall not be included in the
computation of perquisites and allowances for the purpose of calculating the said ceiling.
Company's contribution to Provident Fund and Superannuation Fund or Annuity Fund to the extent these either
singly or together is not taxable under the Income Tax Act, Gratuity payable as per the rules of the Company and
encashment of leave at the end of the tenure shall not be included in the computation of limits for the remuneration
or perquisites aforesaid.
The aggregate of salary, allowances and perquisites in any one financial year shall not exceed the limits prescribed or
to be prescribed from time to time under sections 198, 269, 309, 310, 311 and other applicable provisions of the
Companies Act, 1956, read with Schedule XIII to the said Act as may for the time being be in force.
In the event of absence or inadequacy of profits during the period, Shri Bawri shall be paid the above remuneration as
minimum remuneration subject to the limits and conditions prescribed under Section II, Part II of Schedule XIII to the
Companies Act, 1956.
Thus, the total monthly remuneration drawn by Shri Bawri during the financial year ended 31st March, 2009
amounted to Rs. 2 lacs. During the financial year ended 31st March, 2009, due to the unexpected turn of events, the
Company incurred a net loss of Rs. 277.67 lacs. Schedule XIII requires that in the event of loss or inadequate profits,
the Company may pay a maximum managerial remuneration of upto Rs. 3 lacs per month per managerial person
(based on the effective capital of the Company as on the last date preceding the financial year in which the
appointment of Shri Bawri was made i.e. effective capital of the Company as on 31st March, 2006 which works out
to approx. Rs. 27.53 crores) provided the payment is authorized by a special resolution passed at the general
meeting of the Company for payment of remuneration for a period not exceeding three years.
Further, Shri Bawri had decided to forego his managerial remuneration in the Company with effect from 1st April,
2009 in view of the falling operating margins of the Company and also in view of his appointment as Executive
Chairman in Calcom Cement India Limited with effect from 1st April, 2009 at a managerial remuneration of Rs. 18
lacs per annum and the said decision of Shri Bawri had been endorsed by the Board of Directors of the Company at
their meeting held on 31st January, 2009. Consequently, Shri Bawri shall not be entitled to any managerial
remuneration from the Company with effect from 1st day of April, 2009 till the remainder of his tenure of
appointment i.e. till the 31st day of December, 2011.
In view of the above, your approval is sought by means of a special resolution in terms of Schedule XIII read with
Section 269 of the Companies Act, 1956 for the ratification of the payment of managerial remuneration of Rs. 24
lacs to Shri Bawri during the financial year ended 31st March, 2009 and also to the endorsement by the Board of
Directors of the decision of Shri Bawri to forego his managerial remuneration in the Company with effect from 1st
April, 2009 till the remainder of his tenure of appointment i.e. till the 31st day of December, 2011.
Shri Bawri shall however continue to render his services as Managing Director of the Company till his term expires
on 31st December, 2011.
Your Directors recommend this resolution for your approval. No other Director or Officer of the Company is
concerned or interested in this resolution except Shri Bawri.
The above may be regarded as an abstract of the revision in the terms of appointment of Shri Bawri and
memorandum of concern or interest as required under Section 302 of the Companies Act, 1956.
Statement of Information pursuant to Schedule XIII to Companies Act, 1956

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

(3) In case of new companies, expected date of commencement of activities as per project approved by
financial institutions appearing in the prospectus – Not Applicable.
(4) Financial performance based on given indicators – During the financial year ended 31st March, 2009, the
Company achieved a sales turnover of Rs. 4056.16 lacs and posted a net loss of Rs. 277.67 lacs.
(5) Export performance and net foreign exchange collaborations – NIL.
(6) Foreign investments or collaborators, if any – Total NRI investment in the Company amounts to 10.32%
of the paid-up capital of the Company including an investment of 10.26% of the paid-up capital by a non-
resident Indian promoter.
II. Information about the appointee :
(1) Background details - Shri Bawri, aged 62 years, is a Graduate in Arts with Honours in Economics. He
brings with himself rich business experience of more than 37 years, including more than 21 years of
experience in the cement industry.
(2) Past Remuneration – He was drawing a remuneration of Rs. 25.44 lacs p.a. (including Company's
contribution to Provident Fund) with effect from 1st January, 2007 till 31st March, 2009 in the capacity of
Managing Director of the Company. He is drawing a remuneration of Rs. 18 lacs p.a. (plus Company's
contribution to Provident Fund) in the capacity of Executive Chairman of Calcom Cement India Limited
with effect from 1st April, 2009.
(3) Recognition or awards – Under his stewardship, the Company received the award for being the Top
Indian SMB (Small & Medium Business) in Cement Sector for 2007 conferred by Industry 2.0, India's
premier Industry Guide.
(4) Job profile and his suitability - General control, management and superintendence of the business of the
Company. Shri Bawri with his rich and varied experience is perfectly suited for the job.
(5) Remuneration proposed – As mentioned in the explanatory statement above.
(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position
and person –
Company & Position Approx. Approx Yearly No. of Yrs of

of the Managerial Capacity Remuneration experience of
Person (MTPA) (Rs.) the managerial
person
MD, Mangalam 1.5 18 lacs 40
Cement Ltd. million
MD, Sanghi 2.5 185 lacs 32
Industries Ltd. million
WTD, Binani 2.25 30 lacs 38

Cement Ltd. million
Managing 2,40,000 24 lacs 37
Director, Vinay
Cements Ltd.

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial
personnel, if any – He is one of the promoters of the Company and holds 11,62,720 equity shares in the
Company amounting to 6.15% of the paid-up equity capital of the Company.
III. Other information :
(1) Reasons of loss or inadequate profits – Unexpected global meltdown resulting in a depressed domestic
economy resulting into poor demand, loss of production due to disturbance in the region, higher cost of
production due to rise in input costs like coal & other fuels, transportation & power, lower excise refunds
due to change in excise laws, etc.
(2) Steps taken or proposed to be taken for improvement – Cost control measures particularly to reduce the
cost of transportation, improvement in productivity by using higher quality coal and high grade limestone,
targeting achievement of full capacity in production throughout the year, improving efficiency in
production through better maintenance measures, etc.
(3) Expected increase in productivity and profits in measurable terms – A sales turnover of Rs. 6282.59 lacs
and a profit after tax of Rs. 435.91 lacs is projected for the FY 2009-10.
By Order of the Board of Directors of

Vinay Cements Ltd.
Date : 22nd August, 2009 P. R. Sivasankar

Place : Kolkata Company Secretary
Additional Information pursuant to Clause 49 of the Listing Agreement with

Stock Exchanges on the Directors recommended by the Board for appointment /
re-appointment at the AGM
No. Of
Name of Education/Experience & Other Other Board
Shares held
the Expertise in Specific Directorships Committee
in the
Director Functional Areas Memberships
Company
Dr. Bidhu Dr. Dutta, is a renowned Nil Member of Audit NIL

Bhushan educationist and social & political Committee and
Dutta activist. By education, he is a Remuneration
(DOB : Master of Arts (M.A.) in Committee of
1st July, Economics and Ph.D. He has the Board of
1937) held various prestigious positions Directors of the
as a long-serving member of the Company.
Indian National Congress, one of
the oldest political parties of
India. But it was perhaps as a
social activist and educationist,
that he made a bigger mark. He
has also been involved with state-
level planning, administration
and macro-economic forums. He
was nominated to the Parliament
(Rajya Sabha) from the Indian
National Congress in 1993.

REPORT OF THE BOARD OF DIRECTORS

st
For the year ended 31 March, 2009
Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts of
the Company for the financial year ended 31st March, 2009.
Financial Results
During the financial year under review, the total sales posted by the Company on a standalone basis was Rs.
4056.16 lacs as compared to Rs. 4069.84 lacs in the previous year. During the financial year under review, the
Company posted a net loss of Rs. 277.67 lacs as compared to a net profit of Rs. 294.20 lacs in the previous year.
The summarized standalone financial results are as follows :
(Rs. in Lacs)
Particulars Year Ended Year Ended

31.03.2009 31.03.2008
Sales 4056.16 4,069.84

Other Income 479.54 645.07
Profit before Interest, Depreciation and Tax 428.49 699.72
Interest and Other Financial Charges 142.98 128.02
Depreciation and Amortization 236.84 232.71
Profit before Tax 48.66 338.99
Provision for Taxation - Current Tax 8.45 44.79
Provision for Taxation - Deferred Tax 317.89 -
Profit (Loss) after Tax (277.67) 294.20
Balance brought forward from previous year 2687.25 2393.06
Balance Carried to Balance Sheet 2409.58 2687.25
The Board does not propose any amounts to be carried to any reserves in the balance sheet.
On a consolidated basis, during the financial year under review, the total sales were Rs. 6365.56 lacs as compared to
Rs. 6261.15 lacs in the previous year. The consolidated net loss during the year under review was Rs. 567.97 lacs as
compared to a consolidated net profit of Rs. 692.45 lacs in the previous year. The summarized consolidated financial
results are as follows : (Rs. in Lacs)
Particulars Year Ended Year Ended
31.03.2009 31.03.2008
Sales 6365.56 6,261.15

Other Income 770.25 167.39
Profit before Interest, Depreciation and Tax 921.92 1429.30
Interest and Other Financial Charges 423.25 295.93
Depreciation and Amortization 343.35 308.99
Profit before Tax 155.32 824.38
Provision for Taxation – Current Tax 23.49 131.86
Provision for Taxation – Deferred Tax 543.11 -
Profit (Loss) after Tax before Share of Results (411.29) 692.51
Share of Net Loss of Associates (156.69) -
Profit (Loss) after Tax before Minority Interests (567.97) (692.51)
Minority Interest - 0.07
Net Profit (567.97) (692.45)
Balance brought forward from previous year 3085.51 2393.06
Balance Carried to Balance Sheet 2517.53 3085.51

Performance & Operations Review
The performance of the Company on the consolidated basis, during the year, was affected mainly on account of
several factors like unexpected global meltdown resulting in a depressed domestic economy resulting into poor
demand, loss of production due to disturbance in the region, higher cost of production due to rise in input costs like
coal & other fuels, transportation & power, lower excise refunds due to change in excise laws, etc. During the
financial year under review, RCL Cements Limited, one of the subsidiary companies, also exhausted the benefit of
VAT remisssion which alone contributed Rs. 164 lacs to the consolidated profit in the previous year. In accordance
with AS-23, the current year results also include the share of loss sustained by the associate company Calcom
Cement India Limited (in which the Company, alongwith its subsidiaries, holds a 47.06% equity stake) due to change
in the accounting treatment of the preoperative and other expenses following withdrawal of the Guidance Note on
Treatment of Expenditure During Construction Period by the Institute of Chartered Accountants of India in August,
2008.
Dividend
In order to conserve the cash resources and to cater to the future investment plans of the Company, no dividend is
being recommended on equity shares for the financial year 2008-09.
Future Outlook of the Industry
During the financial year 2008-09, cement industry sales grew to 180.95 million tonnes (mt) from 167.68 mt in
2007-08, representing an increase of 7.91%. Overall industry production in FY '09 was 181.35 mt, up 7.75% from
168.31 mt in FY '08. The annual GDP growth rate of India in FY '09 was 6.7% against 9% in FY '08 whereas the
manufacturing sector grew at 2.4% in FY '09 against 8.2% in FY '08. Thus, the growth rate of the cement sector in
FY '09 is commendable considering the global meltdown resulting in a depressed domestic economy and the overall
growth rate of the manufacturing sector.
The growth has come from both small and large players and the industry has added 20.01 mt of new capacity in FY
'09, whereby the total installed capacity of the Indian cement industry has increased to 212 mt. The industry is
expected to add another 40-45 mt of capacity this fiscal year (2009-10), a 21 per cent increase over the current
installed capacity of 212 mt. However, most of the new capacities have been announced in the Northern, Southern
and Western parts of the country and as a result, the Eastern Region should continue to remain deficit in cement in
the immediate future.
Demand for cement in India is expected to grow at a rate of 10% annually in the medium term buoyed by housing,
infrastructure and corporate capital expenditures.
The FY 2008-09 was a difficult year for the industry mainly due to the generally depressed economy. The capacity
utilization of the industry was lower and the prices were also subdued. However, the dispatches have markedly picked
up and there has been a continuous rise in cement prices from February, 2009 by up to Rs 15-20 per 50 kg bag. In
fact, in March 2009, the industry recorded the highest-ever production of 18.10 million tonnes (reaching a capacity
utilization level of 103%) against 16.39 million tonnes in the same month last year. The Union Budget 2009-10 has
increased the allocation for infrastructure development of the country by 23%. The condition of the real estate sector
has also started to improve and many construction projects which had been stalled midway are again beginning to
take off due to greater and easier lending by banks to the sector and also the softening of the interest rates leading to
some increase in demand for real estate. As a result, the demand for cement is expected to pick up in the coming few
months.
The Indian cement industry is the second largest market after China. The Indian cement industry is also the second
largest producer of quality cement, which meets global standards. The cement industry comprises 130 large cement
plants and more than 300 mini cement plants. Although consolidation has taken place in the Indian cement industry
with the top five players controlling almost 50% of the capacity, the balance capacity still remains pretty fragmented.

Despite the fact that the Indian cement industry has clocked production of more than 100 mt during each of the last
six financial years, registering an average growth of nearly 9%, the per capita consumption of around 150 kgs
compares poorly with the world average of over 260 kgs and more than 450 kgs in China. This underlines the
tremendous scope for growth in the Indian cement industry in the long term.
Cement, being a bulk commodity, is a freight intensive industry and transporting cement over long distances can
prove to be uneconomical. This has resulted in cement being largely a regional play with the industry divided into five
main regions viz. north, south, west, east and the central region.
Considering the pace at which infrastructural activity is taking place in different regions, the players have lined up
expansion plans accordingly. Given the high potential for growth, quite a few foreign transnationals have been
eyeing the Indian markets and acquiring Indian companies.
Housing sector acts as the principal growth driver for cement. The importance of the housing sector in cement
demand can be gauged from the fact that it consumes almost 60% - 70% of the country's cement. However, in recent
times, industrial and infrastructure sector have also emerged as demand drivers for cement.
The demand in the North-East, where the plant of your Company is located, has exceeded the national average
fuelled by large scale construction of infrastructure projects announced in the recent past. The Central Government
has already announced the desire to tap the hydel power potential of this region pegged at over 50,000 MW. A few
of these projects are already under construction and will add large demand for cement in the region. The total
demand of north-east is currently pegged at over 5 million tonnes out of which about 60% is currently imported into
the region from other places at a significant cost disadvantage. There are also opportunities available for exporting
cement to neighbouring states and countries.
The primary competition in the region continues to come from national players who supply their cement from far
away region. High costs of transportation create significant cost disadvantages to these players while serving this
market. In the more recent past, this region has been witnessing a lot of interest from cement players to add capacity
locally. We welcome this interest as a reaffirmation of our conviction of the potential in this region.
The Central Government has announced the new North-East Industrial and Investment Promotion Policy (NEIIPP),
2007, effective 1st April, 2007. The new policy has retained all existing benefits of excise, income tax, interest,
transport subsidy etc. In a significant move the quantum of the central capital investment subsidy has been raised to
30% of the cost of the plant and machinery, which is very substantial and would be able to attract large investments in
the region. The new policy renews the faith of focus approach of the centre on development of the North-East.
Both the Central Government and the Government of Assam are committed to the industrial development of North-
east India. Your Company has always received full co-operation from both the Central & State Governments in
matters relating to receipt of Government, statutory & regulatory approvals and grant of strategic facilities like land,
mining lease, etc.
Internal Control System
It is the internal control system, which acts as the nervous system of the organization. The management has
introduced and fully operationalized an Enterprise Resource Planning (ERP) Systems supported by SAP. The new
system ensures online availability and reliability of the information leading to better decision making in the
organization.
Subsidiaries
During the year under review, Calcom Cement India Limited ceased to be a subsidiary of the Company (with effect
from 17th September, 2008) and Vinay Concrete & Aggregates Limited became a subsidiary of the Company (with
effect from 27th January, 2009). As at the close of the financial year ended 31st March, 2009, RCL Cements Limited
(RCL), SCL Cements Limited (SCL) and Vinay Concrete & Aggregates Limited (VCAL) were subsidiaries of the
Company.

RCL is also engaged in the business of manufacture and sale of cement and during the year under review, RCL
achieved a turnover of Rs. 2382.64 lacs and incurred a net loss of Rs. 121.17 lacs.
On 30th March, 2009, the cement grinding unit of SCL located at Jamunanagar, Umrangshu, District North Cachar
Hills, Assam, having a capacity of 99,000 metric tones per annum was successfully commissioned and commercial
production/ operations were commenced.
Vinay Concrete & Aggregates Limited is a recently incorporated company in the group and is proposed to be
engaged in the business of ready mix concrete and aggregates.
As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the
Company and all its subsidiaries, duly audited, is attached to and forms part of the Annual Report. A statement of the
Company's interest in its subsidiaries as required under Section 212(1)(e) of the Companies Act, 1956, is attached to
the Balance Sheet of the Company as at 31st March, 2009.
The Company has been granted exemption under Section 212(8) of the Companies Act, 1956, for the year ended
31st March, 2009 by the Ministry of Corporate Affairs vide its letter dated 8th June, 2009 from attaching to its Annual
Report, the individual Annual Reports of its subsidiaries. As per the terms of the said exemption letter, a statement
containing brief financial details of the subsidiaries for the financial year ended 31st March, 2009 is included in the
Annual Report. The annual accounts of all the subsidiaries and the related detailed information shall be made
available to the investors of the Company/ its subsidiaries seeking such information at any point of time. The annual
reports of the subsidiaries shall also be kept for inspection by any investor at the registered office, corporate office
and Guwahati Branch office of the Company. The annual reports of the subsidiaries shall also be kept for inspection
by any investor at the respective registered offices & corporate offices of the subsidiaries.
Investment Agreement with DEG & FMO
The Company has entered into an Investment Agreement dated 25th March, 2008 with Calcom Cement India
Limited (CCIL), a company in the same group, other promoters of CCIL, Deutsche Investitions- und
Entwicklungsgesellschaft mbH (DEG), a development finance institution based in Germany and Nederlandse
Financierings- Maatschappij voor Ontwikkelingslanden N.V. (FMO), a development finance institution based in the
Netherlands in connection with a Foreign Direct Investment (FDI) of approximately Rs. 70 crores by DEG & FMO for
financing the project of CCIL.
CCIL is implementing a cement manufacturing project in Assam consisting of a 0.75 million metric tones per annum
(MTPA) clinker manufacturing facility at Umrangshu, Dist. North Cachar Hills and a 1.40 million MTPA cement
grinding unit at Lanka, Village Pipol Pukhuri, Dist. Nagaon at an aggregate project cost of Rs. 421.40 crores. CCIL
has achieved financial closure. Major plant & machinery have already started to arrive at the sites. CCIL expects to
start commercial production of the grinding unit by November, 2009 and the clinker unit by June, 2010.
Change in Capital Structure
There was no change in the capital structure of the Company during the year under review.
Directors
During the year under review, Shri Ritesh Bawri resigned (with effect from 29th August, 2008) from the Board of
Directors of the Company. Shri Mahesh Kumar Srivastava was appointed as a Whole-time Director of the Company
with effect from 29th August, 2008.
Dr. Bidhu Bhushan Dutta retires by rotation and being eligible, offers himself for re-appointment.

Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-
appointment under the Companies Act, 1956. In view of the above and based on the recommendation of the Audit
Committee, your Directors propose M/s. Deloitte Haskins & Sells, Chartered Accountants, for re-appointment as
Statutory Auditors of the Company at the ensuing Annual General Meeting.
The Company has received a certificate from M/s. Deloitte Haskins & Sells to the effect that their appointment, if
made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.
Fixed Deposits
Your Company has not invited or accepted any fixed deposits from the public during the year under review. No
amount on account of principal or interest on fixed deposits was outstanding as at the close of the financial year.
Information/Explanation for Reservations in the Auditors' Report
1. With respect to Para 4(a)(i) read with Para 4(e)(i) & Para 4(a)(iii) read with Para 4(e)(iii) of the Auditors' Report
and Para (viii)(c) of the Annexure to the Auditors' Report, we state that the management is reasonably certain
about the adequacy of the provisions and charges made for income-tax, sales tax and deferred tax and also
about the adequacy of the contingent liabilities provided for. However, as conclusive documentary
authentication relating to the old assessment years could not be made available to the auditors at the time of
audit of the financial statements, so as to sufficiently satisfy them of the same, the said reservation appears in
their report. However, the information on the matters reported by the auditors has been updated in the balance
sheet based on the audited accounts of the company for the previous year.
2. With respect to Para 4(a)(ii) read with Para 4(e)(ii) of the Auditors' Report, we state that the Capital Reserves
amounting to Rs. 51,92,605/- forming part of the Capital Reserves of Rs. 7,51,92,605/- appearing in
Schedule 2 to the financial statements represents the amounts of Central Investment Subsidy received by the
Company from the Government from time to time in the past. Due to a lack of documentary corroboration of
the same because of the subsidies having been received in the distant past, the auditors have expressed their
reservations on the said matter. However, the treatment has been carried forward based on the audited balance
sheet of the previous years.
3. With respect to Para 4(a)(iv) read with Para 4(e)(iv) of the Auditors' Report, we state that the auditors have not
accepted the method of classification adopted by the company though the company has sufficient knowledge,
information and records on the debtors' ageing so as to facilitate the classification of debtors (between
outstanding for over six months and others) as made in Schedule 7 to the financial statements. In the opinion of
the management, all debtors are good for recovery.
4. With respect to Para (ii)(b) of the Annexure to the Auditors' Report, we state that the Company is making efforts
to improve and strengthen its internal control systems. In future, the Company shall ensure that in particular,
the procedures for verification of finished goods at depots are strengthened and improved.
5. With respect to Para (iii)(b)&(c) of the Annexure to the Auditors' Report, we state that the said short-term loan
has been given by the Company only to its wholly-owned subsidiary SCL Cements Limited to finance the
unforeseen cost-overrun in the project of the subsidiary and which would be returned by the subsidiary on the
realization of Capital Investment Subsidy from the Government. As the said interest-free loan has been given by
the Company to its wholly-owned subsidiary, the Board is of the view that the same is not prejudicial to the
interests of the Company.
6. With respect to Para (iii)(f)&(g) of the Annexure to the Auditors' Report, we state that though the sum taken by
the Company from its wholly-owned subsidiary RCL Cements Limited (RCL) may appear to be an advance in
the nature of loan, the said sum has been received by the Company as a commercial advance in connection with
an arrangement entered into by the Company for supply of clinker to RCL on a long-term basis. In any event, as
the Company is not being charged any interest on the advances by RCL, the arrangement is certainly not
prejudicial to the interests of the Company.

7. With respect to Para (iv) of the Annexure to the Auditors' Report, we state that the Company is making efforts
to improve and strengthen its internal control systems which are sometimes affected due to accessibility of the
information and quality of the manpower available in the region in which the Company operates. The
management has also introduced and fully operationalized an Enterprise Resource Planning (ERP) Systems
supported by SAP. The new system ensures online availability and reliability of information.
Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956
Your Directors hereby confirm that :--
i. in the preparation of the Annual Accounts for the year ended 31st March, 2009, the applicable accounting
standards have been followed.
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2009.
iii.they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv.they have prepared the annual accounts on a going concern basis.
Particulars of Employees
Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, are given in a separate annexure attached hereto and forms part of this
report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as
required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988, are given in a separate annexure attached hereto and
forms part of this report.
Credit Rating
ICRA Limited has assigned an LBB+ (pronounced as L double B plus) rating to the Rs. 12 crores working capital
facility being availed by the Company.
Quality Initiatives, Environment, Occupational Health & Safety
The Company is committed to the highest standards of quality for its products, processes and systems. The
Company is also committed to the highest standards of Environment Management and Occupational Health &
Safety Management.
The Company manufactures cement under the standards (IS No. IS 8112:1989) as prescribed by the Bureau of
Indian Standards.
Human Resources
The Company strives to be recognized for its good human resource practices. The Company's HR policies and
processes are being aligned with an aim to effectively drive its business and seize emerging opportunities. This is
planned to be achieved by creating a compelling work environment, empowering employees at all levels, investing in
learning & development programs and maintaining well-structured reward & recognition mechanisms.

Corporate Governance
Your Company is committed to maintain the highest standards of Corporate Governance. A report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of the
Annual Report.
A certificate from DS & Associates, Practicing Company Secretaries, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.
Management Discussion & Analysis Report
A Management Discussion & Analysis Report, as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the Annual Report.
Listing
The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and The Delhi Stock
Exchange Ltd. (DSE). During the financial year under review, the equity shares of the Company were delisted from
The Calcutta Stock Exchange Association Ltd. (CSE), The Madras Stock Exchange Limited (MSE), Gauhati Stock
Exchange Limited (GSE), and Ahmedabad Stock Exchange Ltd. (ASE) pursuant to a special resolution passed by the
shareholders of the Company at their Annual General Meeting held on 31st August, 2006. The Company has also
applied to DSE for delisting of its equity shares from the said exchange pursuant to the aforesaid special resolution
dated 31st August, 2006, and the approval of the stock exchange for the said delisting is awaited.
The Board of Directors, at their meeting held on 25th March, 2008, have, pursuant to the Investment Agreement
dated 25th March, 2008 and subject to the lenders' and shareholders' approvals, resolved the voluntary delisting of
equity shares of the Company from all stock exchanges including the BSE. The shareholders of the Company have,
vide a special resolution passed by them at their extra-ordinary general meeting held on 19th December, 2008,
approved the said delisting. The company, along with the acquirers, is taking steps to operationalize the resolution
passed by the shareholders in this regard.
Corporate Social Responsibility
The Company is committed to charity and its social responsibilities. During the year under review, your Company
contributed Rs. 4.34 lacs (approx.) towards charity and donations.
Acknowledgement
Your Directors take this opportunity to express their sincere appreciation and gratitude for the assistance, co-
operation and contributions rendered by the lenders, shareholders, government & regulatory authorities, vendors,
business associates, employees, customers, dealers, the community and other persons who are closely associated
with the Company.
For and on behalf of the Board of Directors
Date : 22nd August, 2009 Binod Kumar Bawri Mahesh Kumar Srivastava
Place : Kolkata Chairman-cum-Managing Director Whole-time Director

Annexure to the Report of the Board of Directors
IMFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF

THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE REPORT OF THE BOARD OF
DIRECTORS FOR THE YEAR ENDED 31ST MARCH, 2009
A. CONSERVATION OF ENERGY
1. Energy Conservation Measures Taken / Implemented during the Financial Year 2008-09 :-
SL. Area/ Proposal details Approximate Expected Reduction Estimated
No. Section Investment benefits in sp. Power Reductior
incurred/ consumption in Cost of
proposed (Approx. production
(Rs. Lacs) Kwh/ton (Approx.
of cement) Rs. Lacs/
annuam)
1 Crusher Periodical Replacement hammers and Bucket 2.50 To increase 0.50 2.50
Elevator chain of limestone crusher to maintain production and to
TPH and reduce sp. Power consumption. reduce downtime.
2 Raw Installation of Higher capacity gear box to 10.00 To increase 2.00 10.00
Mill reduce down time and increase of loading to production and to
maintain TPH and specific power consumption. reduce downtime.
3 Raw Maintain inventory and periodical recharging of 4.00 To avoid down 1.00 5.00
Mill grainding media to maintain TPH and reduce time due to
specific power consumption. frequent failure of
worn out old
hyper steel plates.
4 Cement Maintain inventory and periodical recharging of 4.50 To achieve higher 1.00 5.00
Mill grinding media to maintain TPH and reduce production and
specific power consumption. better productivity.
5 Cement Periodic replacement of pre grinder hammers to 2.50 To achieve higher 0.75 3.75
Mill maintain TPH and reduce specific power production and
consumption. better productivity.
B) Additional Investment & Proposals under consideration/ being implemented/ to be implemented

SL. Area/ Proposal details Present Status Expected benefits
No. Section
1 Kiln Stand by Kiln drive DC variable panel to reduce Approval is in To increase Kiln running hour
down time during major breakdown of old and aged process and to get higher production.
DC drive panel.
2 Cement Spare 350 KW motor can be used for replacing to Approval is in To minimize the downtime, during
Mill other drive motor when ever required during Process periodic maintenances of equivalent
maintenance. motors.
3. TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM A
Power & Fuel Consumption Current Year 2008-09 Previous Year 2007-08
Electricity
a) Purchased Units (Kwh) 21294144 15519763
Total Amount (Rs. In lacs) 801.95 627.20
Rate/Unit (Rs.) 3.77 4.04
b) Own generation
[Through DG sets (KWH)] 244470 231725
Unit per litre of diesel oil 3.69 3.65
Cost/Unit 9.20 8.80
Coal
Quantity (Tonnes) 28656 25307
Total Cost (Rs. In Lacs) 974 468
Average rate per tonne (Rs.) 3400 1849.29

Consumption per unit of production

Standard Current Previous
Year Year
Electricity
Per tonne of Cement 55 Kwh 43.60 Kwh 54.04 Kwh
Per tonne of Clinker 85 Kwh 130.00 Kwh 115.08 Kwh
Coal
Per tonne of Clinker 0.24 tonne 0.2450 tonne 0.2710 tonne
Notes : 1. Coal is used in kiln in the burning process of raw mix for conversion into clinker. Coal with a maximum
ash content of 18% - 24% is used such that the stoppage time of kiln is minimized.
2. The consumption of power per tonne of cement is lower than standards and the previous year's figure
on account of effective utilization of cement mill. The consumption of power per tonne of clinker is
higher than standards and the previous year's figure on account of higher number of interruptions in
the power supply. The consumption of coal per tonne of clinker is lower than the previous year's
figure on account of use of better quality of coal.
B. TECHNOLOGY ABSORPTION
Research and Development (R & D) : The expenditure incurred on R&D was NIL.
Technology absorption, adaptation and innovation
(a) Efforts, in brief, made towards technology absorption, adaptation and innovation : Continuous endeavour to
improve product quality and process yields.
(b) Benefits derived as a results of above efforts : Lower project cost for expansion and value addition.
(c) Information regarding technology imported during the last 5 years : Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for
products and services and export plans – As the current output is consumed in the domestic market itself,
exports are not being viewed as a useful option at present.
b) Total Foreign Exchange earned during the year 2008-09 – NIL (Previous Year 2007-08 – NIL).
c) Total Foreign Exchange used during the year 2008-09 – NIL (Previous Year 2007-08 – NIL).
Date : 22nd August, 2009 Binod Kumar Bawri Mahesh Kumar Srivastava
Place : Kolkata Chairman-cum-Managing Director Whole-time Director

Annexure to the Report of the Board of Directors
Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, and forming part of the Report of the Board of Directors for the year ended
31st March, 2009
Name : Binod Kumar Bawri
Designation : Chairman cum Managing Director
Remuneration Received : Rs. 25,44,000/-
Nature of Employment : Contractual. Tenure of appointment is 5 years but may be

determined earlier by either party by giving three months’
prior notice to the other. However, Shri Bawri has decided
to forego his managerial remuneration with effect from 1st
April, 2009 till the remainder of his tenure of appointment
i.e. till 31st December, 2011.
Other Terms & Conditions : As per the Agreement with the Company, resolution
passed by shareholders and rules of the Company.
Nature of Duties : General control, management and superintendence of the

business of the company.
Qualification & Experience : B. A. (Hons. In Economics) / 37 years experience.
Date of Commencement of : 1st January, 2007

Employment
Age : 62
Last Employment Held : N.A.
Relationship with other Directors : Father of Shri Ritesh Bawri. However Shri Ritesh Bawri
has resigned from the Board w.e.f. 29th August, 2008.
Note : Remuneration includes basic salary, perquisites and allowances and the Company's contribution to
Provident Fund.
Date : 22nd August, 2009

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

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Overview and Developments
The Indian cement industry is the second largest market after China. The Indian cement industry is also the second
largest producer of quality cement, which meets global standards. The cement industry comprises 130 large cement
plants and more than 300 mini cement plants. Although consolidation has taken place in the Indian cement industry
with the top five players controlling almost 50% of the capacity, the balance capacity still remains pretty fragmented.
Cement, being a bulk commodity, is a freight intensive industry and transporting cement over long distances
becomes very uneconomical. This has resulted in cement being largely a regional play with the industry divided into
five main regions viz. north, south, west, east and the central region.
Housing sector acts as the principal growth driver for cement. The importance of the housing sector in cement
demand can be gauged from the fact that it consumes almost 60% - 70% of the country's cement. However, in recent
times, industrial and infrastructure sector have also emerged as demand drivers for cement.
The FY 2008-09 was a difficult year for the industry mainly due to the generally depressed economy. The capacity
utilization of the industry was lower and the prices were also subdued. The first half of the Financial Year 2008-09
was characterized by rising energy and commodity prices resulting into higher input costs (like coal and power) for
the cement industry whereas the second half of FY '09 was impacted by the global financial turmoil resulting in a
depressed domestic economy.
However, the dispatches have markedly picked up in the last few months and there has been a continuous rise in
cement prices from February, 2009 by up to Rs 15-20 per 50 kg bag. In fact, in March 2009, the industry recorded
the highest-ever production of 18.10 million tonnes (reaching a capacity utilization level of 103%) against 16.39
million tonnes in the same month last year. The Union Budget 2009-10 has increased the allocation for
infrastructure development of the country by 23%. The condition of the real estate sector has also started to improve
and many construction projects which had been stalled midway are again beginning to take off due to greater and
easier lending by banks to the sector and also the softening of the interest rates leading to some increase in demand
for real estate. As a result, the demand for cement is expected to pick up in the coming few months.
Currently, the total installed capacity of the Indian cement industry is 212 mt. The industry is expected to add
another 40-45 mt of capacity this fiscal year (2009-10), a 21 per cent increase over the current installed capacity of
212 mt. However, most of the new capacities have been announced in the Northern, Southern and Western parts of
the country and as a result, the Eastern Region should continue to remain deficit in cement in the immediate future.
The Mini Cement Industry
In order to reduce transportation as well as capital costs, to increase regional development and to make use of
smaller limestone deposits, many mini cement plants have been set up in dispersed locations across India.
Construction of such plants began in the early 1980s and their capacities (including capacities of white cement
plants) aggregates about 11.1 mtpa. The main attraction of the mini cement plant concept is the lower capital costs
per tonne of capacity as compared to large plants. Against the requirement of Rs. 3500+ per tonne of capacity of
large plants, capital costs for mini cement plants come to about Rs. 1400-1600 per tonne. This reduces to large
extent the fixed cost per tonne of cement produced. Also, as the main market is in the vicinity of mini cement plant,
savings are large on transportation costs.
Primarily, the mini cement plant was conceived to utilize isolated limestone deposits too small to support a large
cement plant. Strategically, the policy makers may have viewed them as counter weight against concentration, both
in terms of output and as a means of reducing the threshold entry barrier. However, most of these plants have not
made any significant inroads into the Indian cement market. One reason is that the quantity produced by these plants
is extremely insignificant to give any real price competition to large cement plants due to the quality perceptions of
the established brand of large companies. Further, most of the mini cement plants are to some measure dependent
on clinker from the large cement plants.
Financial Performance with respect to Operational Performance
During the financial year under review, the total sales posted by the Company on a standalone basis was Rs.
4056.16 lacs as compared to Rs. 4069.84 lacs in the previous year. EBIDTA was Rs. 479.59 lacs as compared to
Rs. 694.86 lacs in 2007-08. During the financial year under review, the Company posted a net loss of Rs. 277.67
lacs as compared to a net profit of Rs. 294.20 lacs in the previous year.
On a consolidated basis, during the financial year under review, the total sales were Rs. 6365.56 lacs as compared to
Rs. 6261.15 lacs in the previous year. Consolidated EBIDTA was Rs. 977.18 lacs as compared to Rs. 1462.28 lacs
in 2007-08. The consolidated net loss during the year under review was Rs. 567.97 lacs as compared to a
consolidated net profit of Rs. 692.45 lacs in the previous year.

During the year, the company achieved a production of cement of 85,900 M.T. as against 90,886 M.T. in the year
2007-08. During the year, the company, on a consolidated basis, achieved a production of cement of 1,46,191
M.T. as against 1,62,263 M.T. in the year 2007-08.
The performance of the Company on the consolidated basis, during the year, was affected mainly on account of
several factors like unexpected global meltdown resulting in a depressed domestic economy resulting into poor
demand, loss of production due to disturbance in the region, higher cost of production due to rise in input costs
like coal & other fuels, transportation & power, lower excise refunds due to change in excise laws, etc. During
the financial year under review, RCL Cements Limited, one of the subsidiary companies, also exhausted the
benefit of VAT remisssion which alone contributed Rs. 164 lacs to the consolidated profit in the previous year.
In accordance with AS-23, the current year results also include the share of loss sustained by the associate
company Calcom Cement India Limited (in which the Company, alongwith its subsidiaries, holds a 47.06%
equity stake) due to change in the accounting treatment of the preoperative and other expenses following
withdrawal of the Guidance Note on Treatment of Expenditure During Construction Period by the Institute of
Chartered Accountants of India in August, 2008.
Cement is the only identifiable business segment of the Company. Since the entire sales of the Company are affected
in the domestic market, there is only one geographical segment.
Outlook and Demand-Supply Position – North-Eastern States
Demand for cement in India is expected to grow at a rate of 10% annually in the medium term buoyed by housing,
infrastructure and corporate capital expenditures. Despite the fact that the Indian cement industry has clocked
production of more than 100 mt during each of the last six financial years, registering an average growth of nearly
9%, the per capita consumption of around 150 kgs compares poorly with the world average of over 260 kgs and
more than 450 kgs in China. This underlines the tremendous scope for growth in the Indian cement industry in the
long term.
The demand in the North-East, where the plant of your Company is located, has exceeded the national average
fuelled by large scale construction of infrastructure projects announced in the recent past. The total demand of north-
east is currently pegged at over 5 million tonnes out of which about 60% is currently imported into the region from
other places at a significant cost disadvantage. The primary competition in the region continues to come from
national players who supply their cement from far away region. High costs of transportation create significant cost
disadvantages to these players while serving this market. In the more recent past, this region has been witnessing a
lot of interest from cement players to add capacity locally.
The Central Government has announced the new North-East Industrial and Investment Promotion Policy (NEIIPP),
2007, effective 1st April, 2007. The new policy has retained all existing benefits of excise, income tax, interest,
transport subsidy etc. In a significant move the quantum of the central capital investment subsidy has been raised to
30% of the cost of the plant and machinery, which is very substantial and would be able to attract large investments in
the region. The new policy renews the faith of focus approach of the centre on development of the North-East.
Opportunities and Threats
Opportunities
• Strong domestic demand led by growth in infrastructure projects both in the public and private sectors.
• A rising housing demand across all segments.
• Significant impetus by the Government on the creation of national assets such as infrastructure.
Threats
• The possible effects of the slowdown in the global economy could have a ripple effect in India.
• The liquidity crunch situation may mean a shortage in the availability of capital funds required for expansion.
Considering the overall economic growth, inflow of foreign investment, thrust on infrastructure development,
rapidly growing housing real estate sectors and ambitious plans for developing Special Economic Zones, the cement
industry is expected to maintain its growth in the next 3-5 years. The total cement production in the country during
the year 2008-09 was 181.35 million tonnes as compared to 168.31 million tonnes in the year 2007-08.
The growth in demand in the North-eastern Region where the company's plant is located, is expected to be higher
due to major infrastructural development activities underway over there.

Risks and Concerns
The availability of basic raw materials and fuels may become scarce and pose a challenge to the cement industry,
although there is a widespread awareness about the need to identify and utilize alternate fuels and raw materials.
India is the third largest producer of coal but the increasing needs of the power, steel and cement industries poses a
question about ensuring adequate availability for future needs.
The cement industry depends heavily on transport infrastructure for its raw material, fuel and finished products. The
pressure on availability of road transportation may continue due to restrictions on carrying capacity.
Technology & internal control systems and their adequacy
The company has been running successfully on SAP, the renowned ERP package worldwide. The operations have
now become online and, therefore, making the decision support system better. The ERP installed by the company
plays a very crucial role in providing the foolproof internal checks and control in the system.
Industrial Relations
The industrial relations at all levels are very congenial and reported no sign of any unrest or grievances.
Human Resource Management
One of the key strategies to march ahead and be different from the mass is the Strategic Management of Human
Resource. Vinay Cements believes in growing through the growth of its Human Resource.
The Company strives to be recognized for its good human resource practices. The Company's HR policies and
processes are being aligned with an aim to effectively drive its business and seize emerging opportunities. This is
planned to be achieved by creating a compelling work environment, empowering employees at all levels, investing in
learning & development programs and maintaining well-structured reward & recognition mechanisms.
Recruitment and Selection: Though it has become increasingly challenging, the company has been able to retain and
recruit people with good experience and knowledge.
Performance Management System: The endeavor has always been to develop a culture that is driven by
performance, velocity and cost consciousness. We have moved from subjective to objective assessment. Care is
taken to align the individual goal and objectives & goals set by the company. In this context the Management Board
sets goals for every discipline aligned to Annual Business Plan. To assess the progress, there is monthly Management
& Employee interface and a system of giving performance feedback. The latest development in this system credits
the employees not only for their individual performance but also his involvement as a team.
Rewards and Recognition: Apart from the regular practice of rewarding the employees, the soul of this system rests
in our belief that appreciation must be earned and not given in charity. The system recognizes the merits and draws a
clear internal and external parity. For this we have a system that recognizes and rewards suitably the performers.
Training and Development: The latest interventions in this respect were aimed at cultivating and nourishing a high
trust level and team spirit among the employees. Besides this, for full-fledged implementation of SAP ERP- Finance
and Controlling, Sales and distribution, Project System and Material Management modules in the departments,
training session were organized.
As on 31st March, 2009, the Company, on a standalone basis, had a total permanent workforce of 256 and, as
a consolidated entity, had a total permanent workforce of 329, spread across its plant at Umrangshu, corporate
office at Kolkata and branch office at Guwahati.
Cautionary Statement
Statements in the Management Discussion and Analysis describing your Company's position and expectations may
be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied.

Corporate Governance Report

For the Year Ended 31st March, 2009
1. Company's Philosophy on Code of Governance
The Company firmly believes in and practices the best Corporate Governance principles. The spirit of
Corporate Governance prevails in its every corner and the Company is committed to the principles of
transparency, integrity, accountability and social responsibility.
Our Corporate Governance policies recognize the accountability of the executive management and the Board
and the importance of its actions & decisions to all the constituents and stakeholders of the Company, namely,
shareholders, lenders, vendors, customers, employees, Government, the regulatory authorities, community
and the general public.
2. Board of Directors
The Board of Directors currently comprises of 4 Directors, of which one director is an executive promoter
director, one director is an executive non-promoter director and the remaining two are independent directors.
The Chairman of the Company is an executive director.
During the year ended 31st March, 2009, six Board meetings were held – on 30th June, 2008, 31st July, 2008,
29th August, 2008, 31st October, 2008, 25th November, 2008 and 31st January, 2009.
The details of the composition of the Board, the attendance of Directors at the Board Meetings during the year
and the last Annual General Meeting as also the number of their other directorships, committee memberships
and number of shares held as on 31st March, 2009 are as follows :-
Relation- Details of Board

Name of Category No. of Board Atten- No. of No. of
ship
Director Meetings dance in shares other Committees Membership^
among
attended last AGM held Director-
Directors
ships * Membership Chairmanship
inter-se
Shri Binod Kumar Father of Promoter 6 No 11,62,720 4 3 1

Bawri (Chairman- Shri Executive
cum-Managing Ritesh
Director Bawri
Shri Ritesh Bawri# Son of Promoter 2 NA$ 41.01.293 3 2 0

Shri Binod
Non-
Kumar
Bawri Executive
Shri Shridhar Issar None Independent 6 No Nil 5 5 4

Non-
Executive
Dr. Bidhu Bhushan None Independent 5 No Nil Nil 1 0

Dutta Non-
Executive
Shri Mahesh Kumar None Executive 1 Yes Nil 2 0 0
Srivastava (Whole Non-
Time Director) Promoter
* Excludes Directorships in Private Companies.

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

3. Audit Committee
The role and terms of reference of the Audit Committee has been properly framed to bring them in line with
Section 292A of the Companies Act, 1956, as well as Clause 49 of the listing agreement with Stock
Exchanges. The Committee acts as a link between the Statutory and Internal Auditors and the Board of
Directors of the Company. Shri P.R. Sivasankar, Company Secretary, acts as the Secretary to the Committee.
During the year the Committee met five times - on 30th June, 2008, 31st July, 2008, 29th August, 2008, 31st
October, 2008 and 31st January, 2009.
The composition and attendance of members at meetings during the year of the Audit Committee is given
below :-
Name Position No. Of meetings attended

Shri Shridhar Issar Chairman 5
Dr. Bidhu Bhushan Dutta Member 5
Shri Ritesh Bawri# Member 2
Shri Binod Kumar Bawri Member 0
# Now ceases to be a member.
4. Remuneration Committee
The Committee is responsible for approving and recommending to the Board of Directors the remuneration
payable to the managerial personnel, namely, the Managing Director & the Whole-time Director. Shri P. R.
Sivasankar, Company Secretary, acts as the Secretary to the Committee. The composition of the
Remuneration Committee is given below :-
Name Position No. Of meetings attended
Shri Shridhar Issar Chairman 1
Dr. Bidhu Bhushan Dutta Member 1
Shri Ritesh Bawri* Member 0
* Now ceases to be a member.

The objective of the remuneration policy is to motivate the managerial personnel to excel in their performance
and to recognize their contribution. The Company pays remuneration by way of salary and other allowances to
the Managing Director & Whole-time Director. The Company also pays a performance based incentive to its
Whole-time Director. However, it may be noted that Shri Binod Kumar Bawri, Chairman-cum-Managing
Director, has intimated to the Company his decision not to draw managerial remuneration from the Company
with effect from 1st April, 2009 in view of the falling operating profits of the Company and also in view of his
appointment as Executive Chairman in Calcom Cement India Limited and the said decision has been endorsed
by the Board of Directors of the Company.
Details of remuneration paid to the Directors during the financial year ended 31st March, 2009 is as follows :-
Name of the Basic Other Company’s Performance Sitting Total (Rs.)
Director Salary Allowances contribution to Incentive Fees
(Rs.) (Rs.) Provident Fund (Rs.) (Rs.) (Rs.)
Shri Binod Kumar 12,00,000 12,00,000 1,44,000 - - 25,44,000
Bawri (CMD)#
Shri Ritesh Bawri* - - - - 10,000 10,000
Shri Shridhar - - - - 37,500 37,500

Issar@

Name of the Basic Other Company’s Performance Setting Total (Rs.)

Director Salary Allowances contribution to Incentive Fees
(Rs.) (Rs.) Provident Fund (Rs.) (Rs.) (Rs.)
Dr. Bidhu - - - - 27,500 27,500
Bhushan Dutta@
Shri Mahesh 3,19,355 4,42,839 38,323 1,55,439 - 9,55,956

Kumar Srivastava^
*Now ceases to be a Director.

@Liable to retire by rotation.
#Term of office valid upto 31.12.2011. Not liable to retire by rotation so long as his office of MD is in force.
Tenure of appointment may be determined by either party by giving three months' prior notice to the other. No
severance fees are payable.
^Appointed as Whole-time Director w.e.f. 29th August, 2008 for a period of three years but liable to retire by
rotation. Tenure of appointment may be determined by either party by giving one month's prior notice to the
other. No severance fees are payable.
5. Shareholders / Investors Grievances Committee & Share Transfer Committee
The Shareholders / Investors Grievances Committee is meant for redressal of investors' grievances/
complaints, etc. Shri P. R. Sivasankar, Company Secretary, acts as the Secretary to the Committee. The
composition of this committee is given below :-
Shri Shridhar Issar Chairman

Shri Ritesh Bawri* Member
Shri Binod Kumar Bawri Member

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

Shri Shridhar Issar Member
Shri Ritesh Bawri* Member

Shri P. R. Sivasankar, Company Secretary, is the Compliance Officer of the Company.
Two complaints were received from shareholders of the Company during the year ended 31st March, 2009 and
it were solved to the satisfaction of the shareholders. No shareholders' complaints were pending as on 31st
March, 2009.

6. General Body Meetings

The last three Annual General Meetings were held as under :-
Year Venue Date Time Special

Resolutions Passed
2005-2006 Jamunanagar, 31st August 11.00 A.M. Appointment of Auditors u/s

Umrangshu, 2006 224A of the Companies Act,
District North Cachar 1956, Delisting of Equity Shares
Hills - 788 931, of the Company from certain
Assam stock exchanges & Approval for
Inter-Corporate Guarantees in
excess of limits specified u/s
372A of the Companies Act,
1956.
2006-2007 Jamunanagar, 8th August 9.00 A.M. -

Umrangshu, 2007
District North Cachar
Hills - 788 931,
Assam
2007-2008 Jamunanagar, 29th 5.00 P.M. Alteration of Articles of

Umrangshu, September, Association of the Company
District North Cachar 2008
Hills - 788 931,
Assam
No special resolution was put through postal ballot at the last AGM and no special resolution is proposed to
be conducted through postal ballot at the forthcoming AGM.
7. Disclosures
i) Details of transactions with related parties during the year have been furnished in Schedule 18 - Notes to
Accounts of the Annual Accounts. However these do not have any potential conflict with the interests of the
Company at large.
ii) The Company has complied with the requirements of regulatory authorities on capital markets and no
penalties/ strictures were imposed against it during the last three years.
iii) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement
with stock exchanges.
8. Means of Communications
The Company has its own website www.vinaycements.com wherein all the relevant information about the
Company is being posted from time to time. The unaudited quarterly financial results as well as the annual
audited financial results of the company are normally published in all editions of the Financial Express, an
English daily circulating in the whole of India and in Ajir Asom, a regional language daily circulating in Assam.
The financial results are also posted on the Company's website, the website of the Bombay Stock Exchange
Ltd. at www.bseindia.com and SEBI EDIFAR website at www.sebiedifar.nic.in as per the requirement of Clause
51 of the Listing Agreement with stock exchanges.

9. General Shareholder Information
Annual General Meeting (AGM)
Day, Date and Time : Tuesday, 29th September, 2009 at 1.30 P.M.
Venue : Jamunanagar, Umrangshu, District North Cachar Hills,

Assam – 788931.
Financial Year : 1st April to 31st March.
Dates of Book Closure : 23rd September, 2009 to 29th September, 2009 (both days inclusive)
for the purpose of AGM.
ISIN No. : INE534C01016
Listing on Stock Exchanges
The equity shares of the Company are listed on the following stock exchanges :-
i) Bombay Stock Exchange Ltd. (Stock Code : 518051), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai
– 400001.
ii) The Delhi Stock Exchange Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi – 110002 (Applied for
voluntary delisting from this stock exchange).
During the Financial Year ended 31st March, 2009, the equity shares of the Company were delisted from the
following stock exchanges :-
i) Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Opp, Sahajanand College, Panjarapole,
Ambawadi, Ahmedabad – 380001.
ii) The Calcutta Stock Exchange Association Ltd. (Stock Code : 032153), 7, Lyons Range,
Kolkata – 700001.
iii) Gauhati Stock Exchange Ltd., Saraf Building Annexe, A T Road, Gauhati, Assam – 781001.
iv) Madras Stock Exchange Ltd., P O Box No. 183, New No: 30, (old no:11), Second Line Beach,
Chennai – 600001.
The annual listing fees upto the financial year 2009-10 have been paid to the Bombay Stock Exchange Ltd.
Market Price Data (Bombay Stock Exchange Ltd.)
Month Monthly High Price Monthly Low Price Monthly Volume

(Rs.) (Rs.)
April 2008 43.10 30.20 753534
May 2008 42.05 38.10 388815
June 2008 43.50 38.20 365542
July 2008 46.85 39.05 314025
August 2008 42.25 34.45 56542
September 2008 40.95 30.15 57177
October 2008 43.00 22.00 506179
November 2008 36.95 27.45 120429
December 2008 40.90 33.20 464046
January 2009 47.00 33.35 211648
February 2009 42.00 38.05 138146
March 2009 40.50 33.00 136667

During the financial year 2008-09, the share price of the Company increased from Rs. 35.15 to Rs. 37.35 (i.e.
by 6.26 %) whereas the BSE Sensex decreased from 15644.44 points to 9708.50 points (i.e. by 37.94 %).
Registrar & Transfer agents
The Registrar & Transfer Agents of the Company are Maheshwari Datamatics Pvt. Ltd. (MDPL), 6, Mangoe
Lane, 2nd Floor, Kolkata – 700 001 (Tel Nos. : 033-22435029 / 5809; Fax No. : 033-22484787; e-mail :
mdpl@cal.vsnl.net.in). All the work relating to share registry in terms of both physical and demat is maintained
at MDPL.
Share Transfer System
Share Transfers in physical form are generally registered within a fortnight from the date of receipt provided the
documents are found to be in order. Dematerialisation requests are also generally confirmed within a fortnight
from the date of receipt by the registrar. The Share Transfer Committee considers and approves the share
transfers. The share transfers may be lodged with the registrar and transfer agents of the Company or at the
corporate office address of the Company at Kolkata.
Distribution of Shareholding as on 31st March, 2009 (Face Value : Rs. 10/- per equity share)
Shareholding Range No. of % of total No. of % of total

(No. of Shares) Shareholders shareholders shares shares
1 to 500 1754 83.44 3,11,372 1.65
501 to 1000 181 8.61 1,58,850 0.84
1001 to 2000 74 3.52 1,16,231 0.62
2001 to 3000 22 1.05 56,302 0.30
3001 to 4000 12 0.57 43,805 0.23
4001 to 5000 9 0.43 43,102 0.23
5001 to 10000 16 0.76 1,18,691 0.63
10001 and above 34 1.62 1,80,51,517 95.51
TOTAL 2,102 100.00 1,88,99,870 100.00
Shareholding Pattern as on 31st March, 2009
Category No. of Shares held % of Holding

Promoters Group 1,41,67,750 74.96
Banks/ Financial Institutions 10,59,894 5.61
Private Bodies Corporate 13,41,730 7.10
Indian Public 23,17,135 12.26
Non-Resident Individuals (NRIs) 13,361 0.07
TOTAL 1,88,99,870 100
Dematerialisation of Shares
93.91 per cent of the Equity Share Capital of the Company is held in dematerialized form with National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Non-Mandatory Requirements of Clause 49 of the Listing Agreement
I) The Company had provided a separate chamber for use of its former non-executive Chairman, Shri
Ritesh Bawri.
ii) The Board has constituted a Remuneration Committee, now comprising of two non-executive
Independent Directors. The Remuneration Committee determines and recommends to the Board the
remuneration packages of its executive Directors.

Plant Location
The Company's plant is located as under :-
Jamunanagar, Umrangshu
District North Cachar Hills
Assam – 788 931
Address for Investors' Correspondence

The shareholders may address their communications / suggestions / grievances / queries to :
Shri P.R. Sivasankar
Company Secretary
“Jindal Towers”, Block –A, 3rd Floor,
21/1A/3, Darga Road, Park Circus,
Kolkata – 700 017
Phone : (033) 4022 2121
Fax : (033) 2290 0096
E-mail : pr.sivasankar@vinaycements.com
Code of Conduct
The company has adopted a code of conduct for its Board of Directors and senior management personnel
and the same has been posted on the company's website.
Declaration by the Managing Director on the Code of Conduct
Pursuant to Clause 49 of the Listing Agreement with stock exchanges, I, Binod Kumar Bawri, Chairman-cum-
Managing Director of Vinay Cements Limited, declare that all the Board members and senior management
personnel of the Company have affirmed their compliance with the Code of Conduct of the Company during the
financial year 2008-09.
Place : Kolkata Binod Kumar Bawri

Date : 22nd August, 2009 Chairman-cum-Managing Director
PRACTICING COMPANY SECRETARY'S CERTIFICATE ON COPRPORATE GOVERNANCE

To the members of Vinay Cements Limited :
We have examined the compliance of conditions of Corporate Governance by Vinay Cements Limited for the year
ended 31st, March 2009 as stipulated in Clause 49 of the listing agreement of the said Company with the Stock
Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the
representations made by the directors, and the management, we certify that the company has complied with the
conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For DS & Associates
Company Secretaries
(Dhaneswar Sahoo)
Place : Kolkata Partner
Date : 22nd August, 2009 (CP No. 5601)

CEO / CFO CERTIFICATION
The Board of Directors

Dear Sirs,
We, Binod Kumar Bawri, Chairman-cum-Managing Director and Abhay Jain, Deputy General Manager-Finance,
do hereby certify that :--
a) we have reviewed both the standalone and consolidated financial statements and the cash flow statements of
Vinay Cements Limited for the year ended / as at 31st March, 2009 and that to the best of our knowledge and
belief :--
i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
ii) these statements together present a true and fair view of the company's affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b) there are, to the best of our knowledge and belief, no transactions entered into by the company during the year
which are fraudulent, illegal or violative of the company's code of conduct.
c) we accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of the internal control systems of the company pertaining to financial
reporting and we have disclosed to the auditors and the Audit Committee, the minor deficiencies in the design
or operation of such internal controls of which we have become aware and the steps we have taken or propose
to take to rectify these deficiencies.
d) During the year under reference -we have indicated to the auditors and the Audit Committee
i) there were no significant changes in the internal control over financial reporting ;
ii) No significant changes in accounting policies were made that require disclosure in the notes to the
financial statements; and
iii) No instance of significant fraud and the involvement therein, if any, of the management or an employee
having a significant role in the company's internal control system over financial reporting, has come to our
notice.
Date : 30th June, 2009 Binod Kumar Bawri Abhay Jain

Place : Kolkata Chairman-cum-Managing Director Deputy General Manager - Finance

Auditors' Report
To the Members of Vinay Cements Limited
1. We have audited the attached balance sheet of Vinay Cements Limited as at 31 March 2009, the profit and loss
account and the cash flow statement of the Company for the year ended on that date, both annexed thereto.
These financial statements are the responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in
terms of sub-section 4A of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.
4. Further to our comments in the Annexure referred to in paragraph 3 above we report as follows:-
(a) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit except for:
(i) Documents relating to income tax assessment orders, notices, demands and other communication
with the Income Tax authorities ;
(ii) Basis for recognition of Capital Reserves amounting to Rs 5,192,605 in the Balance Sheet;
(iii) Documents relating to sales tax assessment orders, notices, demands and other communication with
Sales Tax authorities;
(iv) Satisfactory information pertaining to Ageing of Debtors;
(b) in our opinion, proper books of account as required by law have been kept by the Company, so far as it
appears from our examination of those books;
(c) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in
agreement with the books of account;
(d) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report
are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act,
1956;
(e) With reference to our comments in para 4(a)(i) to 4(a)(iv) we state that:
(i) In view of 4(a)(i) above we are unable to comment on the adequacy of charges and provisions made
for income tax and deferred tax and of the adequacy of contingent liabilities disclosed in Schedule
20B (11) of the financial statements ;
(ii) In view of 4(a)(ii) we are unable to comment on Capital Reserves amounting to Rs 5,192,605
disclosed in Schedule 2 to the financial statements;
(iii) In view of 4(a)(iii) we are unable to comment on the adequacy of provisions for sales tax and
contingent liabilities for sales tax disclosed in Schedule 20(B)(11) of the financial statements;
(iv) In view of 4(a)(iv) we are unable to comment on the classification of Sundry Debtors balances
(disclosed in Schedule 7 of the financial statements) between outstanding for over 6 months and
Others and consequently on the provisions for bad and doubtful debtors required, if any ;
in our opinion and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956 in the manner so required and give a
true and fair view, subject to the matters stated in paragraphs 4(e)(i) to 4(e)(iv) above in conformity with the
accounting principles generally accepted in India:
(i) in the case of the balance sheet, of the state of affairs of the Company as on 31 March 2009;

(ii) in the case of the profit and loss account, of the loss of the Company for the year ended on that date; and
(iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.
5. On the basis of written representations received from the directors as on 31 March 2009 and taken on record
by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2009 from being
appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
For Deloitte Haskins & Sells

A.Bhattacharya
Place : Kolkata Partner
Dated : 30 June 2009 Membership No.: 54110
Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)
The nature of the Company's business/activities during the year ended 31 March 2009 was such that paragraphs
4(vi), (xii), (xiii), (xiv), (xviii), (xix) and (xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the
Company.
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details
and situation of fixed assets.
(b) Some of the fixed assets were physically verified during the year by the management in accordance
with a programme of verification, which in our opinion provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and explanations given to us, no
material discrepancies were noticed on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the
fixed assets of the Company and such disposal, has in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventories:
(a) As explained to us, inventories were physically verified during the year by the management at
reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of
physical verification of inventories, subject to the fact that there is scope for improvement in
procedures for verification of finished goods at depots, followed by the management were reasonable
and adequate in relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has
maintained proper records of its inventories and no material discrepancies were noticed on physical
verification.
(iii) (a) The company has granted unsecured advances in the nature of loans to companies listed in the
Register maintained under Section 301 of the Companies Act, 1956. The company has given such
loans to 1 company namely SCL Cements Limited. The total amount of loans given to SCL Cements
Limited was Rs 31,713,034 and the maximum amount outstanding during the year from SCL
Cements Limited was Rs 37,759,864.
(b) According to the information and explanations given to us, we are of the opinion that the rate of
interest and terms and conditions of loans given by the company to a company entered in the Register
maintained under 301 as referred to in (iii)(a) above are prima facie not prejudicial to the interest of the
company, except that no interest has been charged on such loans.

(c) We would not be able to comment whether recovery of principal and interest on loans referred to in
paragraph (iii)(a) above is regular since the loan is not yet due for recovery and it is an interest free loan
(d) Since the loan made by the Company to a company listed in the Register maintained under Section
301 referred to in paragraph (iii)(a) is not yet overdue, paragraph (iii)(d) of the Order is not applicable.
(e) The company has taken unsecured advances in the nature of loans from companies listed in the
Register maintained under Section 301 of the Companies Act, 1956. The company has taken such
loans from 1 company namely RCL Cements Limited. The loans taken from RCL Cement Limited
during the year ended 31 March 2009 amount to Rs 224,795,186 and the maximum amount
outstanding during the year to RCL Cements Limited was Rs 175,729,774.
(f) The company has not been charged any interest for the loans taken referred to in paragraph (iii)(e)
above and there are no other covenants for repayment of the loans. We are not in a position to
comment whether the interest and other terms of the loans are prima facie prejudicial to the interest
of the company.
(g) We would not be able to comment whether recovery of principal and interest on loans referred to in
paragraph (iii)(e) above is regular since the terms of repayment of such loans have not been stipulated.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal
control systems commensurate with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods apart from weaknesses related to lack of
acknowledgements from customers for delivery of goods, inadequate documentation of sales orders, and
the process of making adjustments in debtor accounts, and we have not observed any continuing failure to
correct major weaknesses in such internal control systems.
(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of
the Companies Act 1956, to the best of our knowledge and belief and according to the information and
explanations given to us:
(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered into
the register, maintained under the said section have been so entered.
(b) in our opinion, and according to the information and explanations given to us, where each of such
transaction is in excess of Rs 5 lakhs in respect of any party, the transactions have been made at prices
which are prima facie reasonable having regard to the prevailing market prices at the relevant time
where such market prices are available.
(vi) In our opinion, the internal audit functions carried out during the year by a firm of chartered accountants
appointed by the management have been commensurate with the size of the Company and the nature of
its business.
(vii) We have broadly reviewed the books of accounts and records maintained by the company relating to the
manufacture of cement and clinker, pursuant to the Rules made by the Central Government for the
maintenance of cost records under Section 209(1)(d) of the Companies Act 1956, and are of the opinion
that prima facie the prescribed accounts and records have been made and maintained. We have not
however made a detailed examination of the records with a view to determining whether they are accurate
or complete.
(viii) In respect of statutory dues:
(a) According to the information and explanations given to us, the Company has been generally regular
in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund,
Income-tax, Sales-tax, Wealth Tax, Service Tax, Excise Duty, cess and other material statutory dues
applicable to it.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect
of Provident Fund, Income-tax, Sales-tax, Wealth Tax, Service Tax, Excise Duty, cess and any other
material statutory dues applicable to it were in arrears as at 31 March 2009 for a period of more than
six months from the date they became payable.

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

the Statute year to which is pending
the matter
pertains
Income Tax 2002-03 Information not 597,745
Act, 1961 available
2003-04 Information not 1,850,389
available
Central 2002-03 Deputy Commissioner 27,164,047
Sales Tax of Comercial Taxes
Act, 1956 (Appeals), “DCCT (A)”
2003-04 DCCT (A) 38,963,335
2004-05 DCCT (A) 47,759,324
2005-06 DCCT (A) 6,357,837
2006-07 DCCT (A) 9,063,273
Assam 2002-03 DCCT (A) 5,379,413
Sales Tax 2003-04 DCCT (A) 5,278,659
2004-05 DCCT (A) 12,587,037
2005-06 DCCT (A) 17,172,433
2006-07 DCCT (A) 24,185,670
Further to our remarks in 4(e)(i) and 4(e)(iii) of our Report, we would not be able to comment on
the completeness of disputed dues disclosed in the above table.
(ix) The Company does not have accumulated losses and has not incurred cash losses during the financial year
covered by our audit and in the immediately preceding financial year.
(x) In our opinion and according to the information and explanations given to us, the Company has not
defaulted in the repayment of dues to banks.
(xi) To the best of our knowledge and belief and according to the information and explanations given to us, in
our opinion, term loans availed by the Company were, prima facie, applied by the Company during the
year for the purposes for which the loans were obtained.
(xii) In our opinion and according to the information and explanations given to us, the terms and conditions of
the guarantees given by the company, for loans taken by others from banks or financial institutions, are not
prima facie prejudicial to the interests of the company.
(xiii) According to the information and explanations given to us, and on an overall examination of the balance
sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year
for long term investment.
(xiv) To the best of our knowledge and belief and according to the information and explanations given to us, no
fraud on or by the Company was noticed or reported during the year.

A.Bhattacharya
Kolkata Partner
Dated : 30 June, 2009 Membership No.: 54110

Balance Sheet as at 31st March, 2009
SCHEDULE 2009 2008

(Rs.) (Rs.)
SOURCES OF FUNDS
Shareholders Fund
Share Capital 1 188,998,700 188,998,700
Reserves & Surplus 2 538,647,527 566,414,842
Loan Funds 3
Secured Loans 97,111,248 114,536,575
Unsecured Loans - 2,708,863
Deferred Tax Liability 20(B)(10) 31,788,600 -
Total 856,546,075 872,658,980
APPLICATION OF FUNDS
Fixed Assets 4
Gross Block 485,302,066 494,872,644
Less: Depreciation 323,381,184 309,121,224
Net Block 161,920,882 185,751,420
Investments 5 460,925,289 444,308,289
Current Assets, Loans & Advances

Inventories 6 135,368,885 66,081,698
Sundry Debtors 7 193,198,182 227,959,047
Cash & Bank Balances 8 5,101,226 9,047,751
Other Current Assets 9 766,765 1,358,684
Loans & Advances 10 165,429,972 129,919,309
499,865,030 434,366,489
Less : Current Liabilities & Provisions
Current Liabilities 11 256,887,042 185,031,829
Provisions 11A 9,278,084 6,735,389
Net Current Assets 233,699,904 242,599,271
Total 856,546,075 872,658,980
Notes to Accounts 20
The accompanying schedules form an integral part of this Balance Sheet
As per our report of even date annexed hereto. For and on behalf of the Board
Chartrered Accountants
Mahesh Kumar Srivastava Binod Kumar Bawri

Whole-time-Director Chairman-cum-Managing Director
(A.Bhattacharya)
Partner
Place: Kolkata P.R.Sivasankar

Dated : 30th June,2009 Company Secretary

Profit and Loss Account for the year ended 31st March, 2009
SCHEDULE 2008-09 2007-08

(Rs.) (Rs.)
Income
Gross Sales 405,616,104 406,983,954
Less: Excise Duty 63,915,680 63,617,967
Net Sales 341,700,424 343,365,987
Other Income 12 47,953,505 64,507,054
389,635,929 407,873,041
Expenditure
Manufacturing Expenses 13 275,507,027 219,125,174
(Increase)/Decrease in Inventories 14 (52,462,615) 3,300,058
Personnel Expenses 15 36,179,890 30,351,766
Administrative and Other Expenses 16 82,470,185 83,628,922
Interest Expenses 17 14,298,440 12,801,755
Depreciation 4 23,684,007 23,271,218
379,676,934 372,478,893
Profit before tax & Prior Period items 9,976,995 35,394,148
Prior Period Expenses 18 (5,110,710) (1,495,446)
Profit before tax 4,866,285 33,898,702
Provision for Taxation 19 32,633,600 4,479,016
(Loss)/Profit After Tax (27,767,315) 29,419,686
Balance brought Forward from previous year 268,725,487 239,305,801
Carried to Balance sheet 240,958,172 268,725,487
Basic (Loss)/Earning per Share
(Face Value of Rs.10) 20(B)(9) (1.47) 1.76
Diluted (Loss)/Earning per Share
(Face Value of Rs.10) (1.47) 1.76
The accompanying schedules form an integral part of this Profit & Loss Account
As per our report of even date annexed to Balance Sheet For and on behalf of the Board

(A.Bhattacharya)
Partner


Schedules forming part of Balance Sheet as at 31st March, 2009
2009 2008
(Rs.) (Rs.)
SCHEDULE 1 Share Capital

Authorised
300,00,000 Equity Shares of Rs. 10/- each 300,000,000 300,000,000
Issued ,Subscribed and Paid up

1,00,00,000 Equity Shares of Rs. 10/- each fully paid up 100,000,000 100,000,000
88,99,870 Equity Shares of Rs.10/-each fully paid up
(issued on preferential basis for consideration other 88,998,700 88,998,700
than cash)
188,998,700 188,998,700
SCHEDULE 2 Reserves & Surplus
Capital Reserve 75,192,605 75,192,605

Share Premium Account 222,496,750 222,496,750
Surplus as per Profit and Loss Account 240,958,172 268,725,487
538,647,527 566,414,842
SCHEDULE 3 Loan Funds
Secured Loans
Demand Loan from Bank 30,000,000 30,000,000
Interest Accrued & Due 343,860 318,494
Cash Credit from Bank 66,767,388 82,553,735
The demand loan and cash credit from Banks are secured by:
i) First charge on entire current assets of the Company.
ii) First Charge on the fixed assets of the Company.
iii) Personal Guarantee of Director Mr.Binod Kr.Bawri &
Promoter Mr.Ritesh Bawri.
Hire Purchase (Secured by hypothecation of Plant & Machinery - 1,664,346
having a Net book value of Rs.NIL, 31.03.08 - Rs.5,001,000)
97,111,248 114,536,575
Unsecured Loans
Inter Corporate Deposits - 2,708,863

(Repayable within one year - NIL)
- 2,708,863
97,111,248 117,245,438

SCHEDULES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2009
SCHEDULE - 4
FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
As at Additions Sales/Adjust- As at Upto For the Adjustment Upto As at As at

PARTICULARS 01.04.2008 During ment during 31.03.2009 31.03.2008 year on sales 31.03.2009 31.03.2009 31.03.2008
- the year the year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
37
Land & Site Development 13,244,870 - - 13,244,870 - - - - 13,244,870 13,244,870
Buildings 71,688,291 - - 71,688,291 24,630,086 2,383,270 - 27,013,356 44,674,935 47,058,205
Plant & Machinery 385,482,887 964,489 7,187,165 379,260,211 261,849,467 20,575,961 5,866,871 276,558,557 102,701,654 123,633,420
Furniture & Fixtures 6,401,320 21,500 897,751 5,525,069 5,738,573 332,863 852,864 5,218,572 306,497 662,747
Office Equipments 257,433 9,550 261,783 5,200 126,884 9,491 131,175 5,200 - 130,549
Computers 11,765,638 - 666,272 11,099,366 11,553,209 38,742 666,272 10,925,679 173,687 212,429

Vehicles 6,032,205 458,093 2,011,239 4,479,059 5,223,005 343,680 1,906,865 3,659,820 819,239 809,200
As at 31.03.2009 Rs. 494,872,644 1,453,632 11,024,210 485,302,066 309,121,224 23,684,007 9,424,047 323,381,184 161,920,882 185,751,420
As at 31.03.2008 Rs. 479,089,113 16,672,225 888,694 494,872,644 286,162,523 23,271,218 312,517 309,121,224 185,751,420
Plant and Machinery includes assets having a Gross Block Rs.4,896,736 (31.03.08 Rs.4,896,736) and Net Block Rs. 3,323,281(31.03.08
Rs.3,877,101) ownership for which did not vest with company, pending payment of hire purchase instalments.
Schedules forming part of Balance Sheet (Contd.) as at 31st March, 2009
2009 2008
(Rs.) (Rs.)
SCHEDULE 5 Investments
Trade, Long Term, Unquoted (at cost )
11,850,910 equity shares of Rs 10/- each fully paid up in

Calcom Cement India Limited (CCIL) {5,235,910 shares held
in the custody of IL&FS Ltd. pending transfer of custody to
Axis Bank Ltd as security for Term Loans availed by CCIL &
6,615,000 shares pledged with Axis Bank Ltd against Term
Loan availed by CCIL } 118,509,100 118,509,100
3,632,600 equity shares of Rs. 10/- each fully paid up in
RCL Cements Limited, a subsidiary company. 312,274,189 312,274,189
2,964,800 equity shares of Rs.10/- each fully paid up in
SCL Cements Limited: a subsidiary company. 29,648,000 13,525,000
49,400 equity shares of Rs.10/- each fully paid up in Vinay
Concrete & Aggregates Limited: a subsidiary company. 494,000 -
460,925,289 444,308,289
SCHEDULE 6 Inventories
Stores, Spares, Fuel and packing Material 40,244,864 17,020,809
Raw Materials 17,964,032 24,363,515
Work in Progress 59,754,596 18,766,901
Finished Goods 17,405,393 5,930,473
135,368,885 66,081,698
SCHEDULE 7 Sundry Debtors

(Unsecured and considered good)
Over six months 71,386,971 53,687,442

Others 121,811,211 174,271,605
193,198,182 227,959,047
SCHEDULE 8 Cash & Bank Balances

Cash on hand 82,522 48,587
Balances with Scheduled banks
In Current Accounts 3,400,853 7,699,969
In Term Deposit Accounts ( pledged against guarantees) 1,617,851 1,299,195
5,101,226 9,047,751
SCHEDULE 9 Other Current Assets

Deposits 277,025 738,025
Prepaid Expenses 489,740 620,659
766,765 1,358,684

Schedules forming part of Balance Sheet (Contd.) as at 31st March, 2009
2009 2008
(Rs.) (Rs.)
SCHEDULE 10 Loans & Advances

Unsecured
Advance to Subsidiary - 185,269
Loan to Subsidiary 31,713,035 -
Advances Recoverable in cash or kind or for value to be received 89,263,174 84,799,010
Advance Income Tax 6,379,358 5,559,023
Advance Fringe Benefit Tax 459,426 276,730
Balance with Central Excise etc. 14,816,352 19,406,234
Interest Subsidy Receivable 24,040,857 19,693,043
166,672,202 129,919,309
Of the above -
Considered Good 165,429,972 129,919,309
Considered Doubtful 1,242,230 –
166,672,202 129,919,309
Less: Provision for doubtful Advances (1,242,230) –
165,429,972 129,919,309
SCHEDULE 11 Current Liabilities

Sundry Creditors
- Total outstanding dues from Micro and small Enterprises - -
- Total outstanding dues from other than Micro and
Small Enterprises 56,481,424 57,835,896
Advances from Subsidiaries 175,729,774 114,114,266
Security Deposit 9,225,183 7,400,183
Other Liabilities 15,450,661 5,681,484
256,887,042 185,031,829
SCHEDULE 11A Provisions
Provision for Tax
- Income Tax 5,410,657 4,825,330
- Fringe Benefit Tax 521,730 276,730
Provision for Leave Encashment 645,537 -
Provision for Gratuity 2,700,160 1,633,329
9,278,084 6,735,389
Schedules forming part of Profit & Loss Account (Contd.)
for the year ended 31st March, 2009
SCHEDULE 12 Other Income
Interest on Fixed Deposit 99,024 105,252
(Tax Deducted at Source Rs.4,810 ; [31.03.08-Rs.13,340])
Profit on Sale of Fixed Assets - 1,873,823
Interest Subsidy 4,347,814 2,544,126
Excise Remission / Refund 43,325,896 57,287,122
Power Subsidy - 3,000,000
Liabilities no longer required written back 180,771 (303,269)
47,953,505 64,507,054

Schedules forming part of Profit & Loss Account (Contd.) for the year ended 31st March, 2009
2008-09 2007-08
(Rs.) (Rs.)
SCHEDULE 13 Manufacturing Expenses

Raw Materials Consumed 50,584,659 50,158,096
Power & Fuel 185,123,187 123,671,174
Consumption of Stores and Spares 20,702,283 22,416,985
Packing materials consumed 11,265,687 12,321,664
Transportation & Handling 6,211,581 5,257,555
Repairs & Maintenance
-Buildings 173,184 689,912
-Plant & Machinery 1,446,446 4,609,788
275,507,027 219,125,174
Schedule 14 (Increase)/Decrease in Inventories
Opening Balance
Work in Progress 18,766,901 17,429,528
Finished Goods 5,930,473 10,567,904
24,697,374 27,997,432
Closing Balance
Work in Progress 59,754,596 18,766,901
Finished Goods 17,405,393 5,930,473
77,159,989 24,697,374
(Increase )/ Decrease (52,462,615) 3,300,058
SCHEDULE 15 Personnel Expenses

Salaries , Wages & Bonus 32,510,810 27,440,204
Contributions to Provident Fund & Other Fund 1,920,483 1,298,403
Workmen & Staff welfare Expenses 1,748,597 1,613,159
36,179,890 30,351,766
SCHEDULE 16 Administration and Other Expenses

Rent 676,057 1,100,296
Rates & Taxes 1,932,646 157,590
Electricity 10,850 95,746
Insurance 674,150 1,832,746
Bank Charges 271,828 2,058,296
Travelling & Conveyance 3,666,256 2,373,302
Communication Expenses 1,050,211 977,359
Legal & Professional Charges 2,777,652 2,347,685
Auditors' Remuneration
- Statutory Audit Fee 500,000 500,000
- Tax Audit Fee 100,000 50,000
- For Certification & Other Work 200,000 70,442
Reimbursement of Expenses 0 19,812
Internal Auditors Fees and Expenses 100,000 674,160

Schedules forming part of Profit & Loss Account (Contd.) for the year ended 31st March, 2009
2008-09 2007-08
(Rs.) (Rs.)
SCHEDULE 16 Administration and Other Expenses

Printing & Stationery 266,730 263,413
Repairs & Maintenance 43,730 60,885
Miscellaneous 1,883,528 1,220,471
Provision for Doubtful Advances 1,242,230 -
Fixed Assets written off 1,600,163 -
Freight 57,897,274 67,158,046
Advertisements 622,205 800,078
Commission
- Commission to Selling Agent 95,251 353,500
- Brokerage & Discount 2,778,951 -
Royalty on Brand 498,930 855,933
Other selling expenses 3,581,543 659,162
82,470,185 83,628,922
SCHEDULE 17 Interest Expenses
Interest on Fixed Loans 4,226,874 12,801,755
Interest- others 10,071,566 –
14,298,440 12,801,755
SCHEDULE 18 Prior Period Expenses
Transportation 1,035,824 -
Land Tax 500,000 -
Communications 563 -
Interest on Security Deposit 331,500 -
Internet Charges 129,214 -
Professional Charges 279,580 -
Raw Materials consumed 1,304,558 -
Discount Given 469,882 -
Other Transportation Charges 1,059,589 -
Miscellaneous - 1,495,446
5,110,710 1,495,446
SCHEDULE 19 Provision For Taxation
Income Tax for the year
Current Tax 600,000 4,010,157
Deferred Tax (4,114,284) -
Fringe Benefit Tax 245,000 276,731
(3,269,284) 4,286,888
Adjustments for prior years
Fringe Benefit Tax- - 192,128
Deferred Tax 35,902,884 -
35,902,884 192,128
32,633,600 4,479,016

SCHEDULE 20
NOTES TO ACCOUNTS
For the year ended 31 March 2009
A. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of preparation of financial statements
The financial statements are prepared under the historical cost convention, on the accrual basis of accounting in
accordance with the Companies Act, 1956 and in accordance with the accounting principles generally
accepted in India ('Indian GAAP') and comply with the Accounting Standards specified in section 211 (3C) of
the Companies Act 1956.
2. Use of estimates
The preparation of financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent amounts as at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period. Actual results could
differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and
future periods.
3. Fixed assets / Capital Work-in-Progress
3.1 Fixed Assets are stated at cost of acquisition or construction, less accumulated depreciation.
3.2 All costs, including financing costs, till the assets are ready to be put to use, wherever applicable, are
capitalized. Loss/gain from foreign exchange fluctuations arisen up to end of the year relating to
borrowings/liabilities attributable to fixed assets is also capitalized. All subsequent Loss/gain are
recognized in the Profit and Loss Account.
3.3 Items of fixed assets that have been retired from active use and are held for sale are stated at the lower of
their net book values and net realizable values and are appropriately disclosed in the financial statements.
Any expected loss is recognized immediately in the profit and loss account.
4. Depreciation
Depreciation on fixed assets is provided on Straight Line Method at the rates specified in Schedule XIV to the
Companies Act, 1956 on pro-rata basis, other than mobile phones for which depreciation is charged at the rate
of 100% in the year of acquisition.
5. Investments
Investments that are intended to be held for more than a year, from the date of acquisition, are classified as long-
term Investments and are carried at cost. However, provision for diminution in the value of investments is made
to recognize a decline, other than temporary, in the value of the investments. Investments other than long-term
investments being current investments are valued at cost or fair value whichever is lower. Income from
Investments is included together with the related tax credit, if any, in the Profit and Loss Account.
6. Inventories
6.1 Raw Materials, stores and spares, packing material and fuel are valued at cost determined on weighted
average basis. Cost is determined as per Accounting Standard AS-2 “Valuation of Inventories”.
6.2 Cost of Finished goods and work in progress are calculated using weighted average cost method.

6.3 Work in progress is valued at cost or net realizable value whichever is lower.
6.4 Finished goods are valued at cost or net realizable value whichever is lower.
7. Provisions & Contingent liabilities
Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities and

Contingent Assets” are disclosed by way of notes to the accounts. Provision is made if it is probable that an
outflow of future economic benefits will be required for an item previously dealt with as a contingent liability. A
Contingent liability is disclosed, unless the possibility of an outflow of resources is remote.
8. Revenue recognition
Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.
Sales represent value of goods sold, net of returns and discounts.
9. Subsidies
Subsidies are recognized on the basis of claims filed. Adjustments for shortfall in sanctions / disbursements are
made in the year of sanctions / receipts, except where otherwise stated.
10. Borrowing Costs
Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting
Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset
is ready for its intended use. Other borrowing costs are expensed as incurred.
11. Employee Benefits
Short Term employee benefits (benefits which are payable within twelve months after the end of the period in
which the employees render service) are measured at cost.
The costs of providing Leave Encashment (a long term employee benefit) and Gratuity (a post employment
benefit), both of which are defined benefit plans, are determined using the Projected Unit Credit Method, on the
basis of actuarial valuations carried out by third party actuaries at each balance sheet date. The leave
encashment and gratuity benefit obligations recognized in the balance sheet represent the present value of the
obligations as reduced by fair value of plan assets, if any. Any asset resulting from this calculation is limited to the
discounted value of any economic benefits available in the form of refunds from the plan or reductions in future
contributions to the plan. Actuarial gains and losses are recognized immediately in the profit and loss account as
income or expense.
12. Income Tax
Income taxes are accounted for in accordance with Accounting Standard (AS) - 22 on “Accounting for Taxes on
Income”. Taxes comprise both current and deferred tax.
Current tax is measured at the amount expected to be paid/recovered from the revenue authorities, using the
applicable tax rates and laws.
The tax effect of the timing differences that result between taxable income and accounting income and are
capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax
liability. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing
differences. They are measured using the substantively enacted tax rates and tax regulations. The carrying
amount of deferred tax assets at each Balance Sheet date is reduced to the extent that it is no longer reasonably
certain that sufficient future taxable income will be available against which the deferred tax asset can be realized.

Fringe Benefit Tax (FBT) payable under the provisions of section 115WC of the Income Tax Act, 1961 is in
accordance with the Guidance Note on “Accounting for Fringe Benefits Tax” issued by the Institute of
Chartered Accountants of India
13. Impairment Loss
Impairment of Assets is accounted for in accordance with the principal laid down in Accounting Standard 28
(AS 28) -Impairment of Assets.
14. Duties and Taxes
14.1 Excise duty is accounted for on clearance of goods from the Factory. Refund/Remissions of Excise
duty as per provisions of Notification No. 33/99 CE dated 08.07.1999 is accounted for on accrual
basis and disclosed as Other Income in the profit and loss account.
14.2 Refund of Excess/Short payment of duties, taxes, interest and other Levies are accounted for on cash
basis.
B. NOTES TO ACCOUNTS
1. Vinay Concrete and Aggregates Limited became, a subsidiary of the Company w.e.f. 27th January 2009
by virtue of the Company's holding of 98.80.% in the paid up share Capital of the said company.
2. The company has entered into an investment agreement, along with Calcom Cement India Limited, RCL
Cements Limited and other individual promoters, with Deutsche Investitions – und
Entwicklungsgesellschaft mbH (DEG), Germany and Netherladse Financierings- Matschappij voor
ontwikkelings landan N.V. (FMO), Holland on 25th March, 2008 for an investment by FMO and DEG of
Rs. 912,057,900/- by way of subscription of 69,900,000 Cumulative Participatory Compulsory
Convertible Preference Shares of Rs. 10 each and 21,305,790 equity shares of Rs. 10 each in Calcom
Cement India Limited for the purpose of development of the project and group restructuring. Based on
agreement investment has been made by FMO and DEG of 13,694,210 preference shares of Rs. 10 each
and 21,305,790 equity shares of Rs. 10 each during the year in Calcom Cement India Limited.
3. The Company had assigned its brand and trademark “Vinay” to Calcom Cement India Limited in 2005-06
for a sum of Rs. 70,000,000/- under an agreement dated 31.03.2006. By another agreement dated
01.04.2006 the company obtained the license from Calcom Cement India Limited for a period of 30 years
to manufacture and sell the cement under the Brand name “Vinay” on payment of a license fee of Rs. 10/-
per ton upto 30th November-2008. With effect from 1 December 2008, this amount was revised to Rs.
1,000/- per month as per revised agreement dated 3rd December, 2008.
4. The Company has been claiming and getting refunds of the excise duty paid, under Notification No. 33/99
CE dated 8.7.1999. The excise refund of Rs. 43,325,896/- (2007-08:Rs. 57,287,122) and interest
subsidies for Rs. 4,347,814 (2007-08: Rs. 2,544,126) have been recognized during the year on accrual
basis.
5. An Excise Refund claim of Rs. 4,545,581 was rejected by the Assistant Commissioner of Central Excise,
Shillong against which the company preferred an appeal before the Commissioner (Appeals), Guwahati
who vide Order in Appeal dated 22nd April 2009 has set aside the order and remanded the matter back to
the Assistant Commissioner of Central Excise, Shillong with a direction to decide the matter in accordance
with natural justice. The said refund claim of Rs. 4,545,581 is included in Advances recoverable in cash or
kind or for value to be received in Schedule 10 “Loan and Advances”.
6. The Company is presently entitled to tax deductions under Section 80IC/80IB of the Income Tax Act,
1961 for a total period of ten years beginning from the date of increase of production capacity upto 31st
March 2011 (Assessment Year 2011-12). The Company, however, has however recorded Income Tax
provisions in terms of Section 115JB of the Income Tax Act, 1961.

(a) Details of Gratuity Plan (Unfunded)
D es cript ion For t he yea r For t he Yea r
2 0 0 8 -0 9 2 0 0 7 -0 8
( Rs .) ( Rs .)
1 . Reconcilia t ion of ope ning a nd clos ing
b a l a nces of ob l ig a t ion
a. Obligation at beginning of the year 1,633,329 1,263,754
b. Current Service Cost 352,286 361,551
c. Interest Cost 105,881 95,330
d. Actuarial (gain)/loss 1,051,810 197,141
e. Benefits paid 443,147 284,448
f. Obligation at end of the year 2,700,159 1,633,328
2 . Reconcilia t ion of fa ir v a lu e of a s s et s a nd
ob lig a t ions
a. Fair value of plan assets at close of the year 0 0
b. Present value of obligation at close of the year 2,700,159 1,633,328
c. Net Liability recognized in the balance sheet 2,700,159 1,633,328
3 . Ex pens e recog nize d d u ring t he yea r

a. Current service cost 352,286 361,551
b. Interest cost 105,881 95,330
c. Expected return on plan assets 0 0
d. Actuarial (gain)/loss 1,051,810 197,141
e. Expense recognized during the year 1,509,977 654,022
4 . As s u m pt ions
a. Discount rate (per annum) 7.50 % 8.50 %
b. Rate of escalation in salary (per annum) 5.00 % 6.00 %
(b) Provident Fund - Company pays fixed contribution to provident fund at predetermined rates and
deposit with Commissioner of PF along with the deductions of Employees. The company has
recognized an amount of Rs. 1,920,483 (2008-09 Rs. 1,298,403/-) in the profit & loss account as
contributions under defined contributions schemes, being contribution to Provident fund.
8. Managerial Remuneration
Particulars Managing Whole Time Non Executive

Director Director Directors
(Rs.) (Rs.) (Rs.)
Salary 2,400,000 917,633 NIL
Contribution to 144,000 38,323 NIL
provident fund
Leave Travel NIL NIL NIL
Assistance
Sitting Fees NIL NIL 10,000
TOTAL 2,544,000 955,956 10,000
2007-08 2,544,000 NIL 10,000

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

Particulars For the year ended For the year ended
31st March, 2009 31st March, 2008
(Loss)/Profit after Taxation (27,767,315) 29,419,686
Weighted average number of Equity 18,899,870 16,674,850 *
Shares Outstanding
Basic and Diluted (Loss)/Earnings Per Share-in (1.47) 1.76

Rupees (Face Value-Rs. 10 per Share)
* Prorata for the year

10. Deferred Tax Liability
Particulars 31.03.2008 Charge/(Credit) 31.03.2009

for the year
(Rs.) (Rs.) (Rs.)
Deferred Tax Liability
Excess of Net Book value of - 32,925,802 32,925,802
Fixed Assets over tax written
down value of Fixed Assets
Sub-Total (A) - 32,925,802 32,925,802
Deferred Tax Assets
(i) Provision for Gratuity - (917,784) (917,784)
(ii) Provision for Leave - (219,418) (219,418)
Encashment
Sub-Total (B) - (1,137,202) (1,137,202)
Net Deferred Tax Liability - 31,788,600 31,788,600
(A+B)
11. Contingent / disputed liabilities and claims not acknowledged as debts as could be ascertained from
available records in addition to those stated elsewhere are as under :
S.No Particulars 31.03.2009 31.03.2008

(Rs.) (Rs.)
I CONTINGENT LIABILITIES
a. Counter guarantees to Bank 3,434,611 1,100,000
b. Repayment guarantee for loans taken by 3,067,103,685 3,144,005,000
Subsidiary companies and Associates.
c. Income Tax Matter 2,448,134 8,330,000
II CLAIMS NOT ACKNOWLEDGED AS
DEBTS
a. Sales Tax Liability 193,911,029 103,550,000
b. Royalty 26,505,870 47,138,000
c. Entry Tax Liability 9,056,520 6,986,000
d. Other Disputed liabilities 9,204,297 34,195,000

9 Related party disclosure :--

(1) List of Related Parties and relationships:
(a) Subsidiaries:
RCL Cements Limited
SCL Cements Limited
Vinay Concrete and Aggregates Ltd.
(b) Associated Companies:
Calcom Cement India Limited
Rotomac Textile & Investments Private Limited
J.C. Textiles & Finance Private Limited
Saroj Exim Private Limited
Saroj Commotrade Private Limited.
Saroj Vinimay Private Limited
Saroj Vanijya Private Limited
Pragati Veneer Private Limited
(c) Key Management Personnel:
Binod Kumar Bawri, Managing Director
Mahesh Kumar Srivastava, Whole Time Director
(d) Relatives of Key Management Personnel:
Ritesh Bawri
Vinay Bawri
Dimple Bawri
Nisha Bawri Singh
Mala Bawri
Related party relationships are as identified by the company and relied upon by the Auditors.
(2) Transactions carried out during the year with related parties referred in (1)(a) and (1)(b) above, in the ordinary
course of business:
Nature of RCL Cements Limited Calcom Cement India SCL Cements Limited Vinay Concrete
& Aggregates
Transaction Limited
Ltd.
2008-09 2007-08* 2008-09 2007-08* 2008-09 2007-08* 2008- 2007-
09 08
Investments - 312,274,189 - 45,375,000 16,123,000 13,525,000 494,000 -
made
Share - - - - - 1,975,000 - -
application
Money paid
Payment of - - 498,930 855,933 - - - -
Royalty
Sale of clinker 3,330,716 5,173,917 - - 4,680,000 - - -
Sale of Cement - - - - 1,263,096 8,500 - -
Sale of Land Nil - - - - 2,440,000 - -

Corporate 161,666,667 180,000,000 2,781,584,000 27,200,000 123,853,018 - - -
Guarantees
Issued
Advances 224,795,186 30,555,000 30,100,000 - 15,180,000 20,000,000 - -
received by
the company
Advances 143,566,806 13,595,000 30,100,000 - 19,483,848 9,165,000 - -
returned by
the comapany

Nature of RCL Cements Limited Calcom Cement India SCL Cements Limited Vinay Concrete
Transaction Limited & Aggregates
Ltd.
2008-09 2007-08* 2008-09 2007-08* 2008-09 2007-08* 2008- 2007-
09 08
Loans made - - - - 31,713,034 - - -
by the
company
Reimbursement 5,864,641 17,842,000 160,137 - - - - -
of Expenses to
the company
Reimbursement - - - - 170,569 22,987 - -
of expenses by
the company
Balances at 31-3-2009 31-3-2008 31-3-2009 31-3-2008 31-3-2009 31-3-2008 31-3-2009 31-3-2008
year end
Loans Made - - - - 31,713,034 - - -

(Refer Schedule
10)
Advances 175,729,774 103,696,752 - - - 10,417,514 - -
received (Refer
Schedule 11)
Advances - - 529,269 185,269 - - - -
Given (Refer
Schedule 10)
* Previous year figures have been certified by management and have been relied upon by the auditors.
(3) Transactions carried out during the year with Key Managerial Personnel Referred in (1)(c) above, in the
ordinary course of business are as follows:
Nature of Transaction Binod Kumar Bawri Mahesh Kumar Srivastava
2008-09 2007-08 2008-09 2007-08
Remuneration 2,544,000 2,544,000 955,956 Nil
Calcom Cement India Limited ceased to be subsidiary of the company w.e.f 17th September 2008.
13. Cement is the only identifiable business segment of the Company. Since the entire sales of the Company are
affected in the domestic market, there is only one geographical segment.
14 The company has not received any memorandum (as required to be filled by the suppliers with the notified authority under
The Micro, Small and Medium Enterprises Act, 2006) claiming their status as Micro, Small and Medium Enterprises.
Consequently the amount paid/payable to these parties during the year is NIL.
15 During the year donation of Rs. 10,000/- was made to Indian National Congress.
16. Additional information pursuant to the provisions of Paragraphs 3, 4C and 4D of Part II to Schedule VI of the Companies
Act, 1956 as applicable to the Company is as under:
(i) Sales
Class of goods Unit 2008-09 2007-08

Quantity Rs. Quantity Rs.
Cement MT 84,297 342,310,207 92,417 357,658,271
Clinker MT 23,221 63,305,897 19,227 49,325,683
Total 107,518 405,616,104 111,644 406,983,954

(ii) Raw Materials and Stores and Spares Consumed
Particulars 2008-09 2007-08

Unit
Lime Stone/Dust MT 158,494 32,493,813 132,140 20,897,314
Clay/Flyash MT 11,513 14,878,707 16,016 24,564,868
Sand MT 16,673 4,099,134 10,334 2,579,744
Others MT NA 417,563 NA 2,116,170
Sub-Total 187,617 51,889,217 159,431 50,158,096
Stores and spares NA 20,702,282 NA 22,416,985
Consumed
Total 187,617 72,591,499 159,431 72,575,081
(iii) Imported and indigenous raw materials and spare parts consumed
Description 2008-09 2007-08
% Amount (Rs.) % Amount (Rs.)
Indigenous 100 72,591,499 100 72,575,081
Imported NIL NIL NIL Nil
Total 100 72,591,499 100 72,575,081
(iv) Inventories
Particulars Unit Category 2008-09 2007-08
Cement MT Finsihed Goods 3,819 17,288,143 2,216 5,681,884
Clinker MT Work in Progress 27,556 56,351,304 7,256 15,403,702
(v) Purchases and Captive Consumption
Particulars Unit 2008-09 2007-08

Clinkers
Purchase MT Nil Nil Nil Nil
Captive MT 96,709 NA 94,621 NA
Consumption
(vi) Capacities and Production
Particulars Unit 2008-09 2007-08

Annual Annual Actual Annual Annual Actual
Licensed Installed Production Licensed Installed Production
Capacity Capacity Capacity Capacity
Cement MT N.A. 240,000 85,900 N.A. 240,000 90,886

Clinker MT N.A. 240,000 117,009 N.A. 240,000 93,352
Notes:
(a) Installed Capacities are as certified by management and have been relied upon by the auditors, as this
is a technical matter.
17 Figures for the previous year have been regrouped/ rearranged wherever necessary.
18 Figures have been rounded off to the nearest rupee.
For & on Behalf of Board
Binod Kumar Bawri Mahesh Kumar Srivastava

Chairman-cum-Managing Director Whole-time Director
Place: Kolkata PR. Sivasankar

Dated: 30.06.2009 Company Secretary

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

Abstract of Balance Sheet and Company's general Business profile
1. Registration details Amount (Rs.)
Registration No. 2553 State Code 02
Balance Sheet Date 31.03.2009
2. Capital raised during the year
Public Issue - Rights Issue -

Bonus Issue Private placement
- -
3. Position of Mobilization and Deployment of Funds
Total Liabilities 856,546,075 Total Assets 856,546,075
Sources of Funds:
Paid up Capital 188,998,700 Reserves & Surplus 570,436,127
Secured Loans 97,111,248 Unsecured Loans Nil
4. Application of Funds
Net Fixed Assets 161,920,882 Investments 460,925,289
Net Current Assets 233,699,904 Misc. Expenditure Nil
Accumulated losses Nil
5. Performance of the Company
Turnover 389,653,929 Total Expenditure 379,676,934
Profit Before Tax 4,866,285 Profit After Tax (27,767,315)
Earning per share (1.47) Dividend rate % Nil
6. Generic Names of the Principal Product of the Company

Item Code No. (ITC Code) 25232900
Product Description Ordinary Portland Cement

Cash Flow Statement for the year ended 31st March, 2009
2008-09 2007-08
(Rs.) (Rs.)
A. Cash Flow from Operating Activities

Adjustments for:
Fixed Assets written off 1,600,163 -
Depreciation 23,684,007 23,271,218
Interest Expenses 14,298,440 12,315,925
Operating profit before working capital changes 44,448,895 69,485,845
(Increase)/Decrease in Inventories (69,287,187) 1,037,861
Decrease/(Increase) in Sundry Debtors 34,760,865 (29,119,131)
(Increase) in Other Current Assets, Loans & Advances (33,915,711) (4,368,180)
Increase in Current Liabilities and Provisions 73,552,906 26,060,776
Cash Generated from Operations 49,559,768 63,097,171
Direct Taxes paid (1,003,031) (4,479,015)
Net Cash from operating Activities 48,556,737 58,618,156
B. Cash flow from Investing Activities

Sale of Fixed Assets - 576,177
Purchase of Fixed Assets (1,453,632) (16,672,225)
Purchase of Investments in subsidiary (16,617,000) (371,174,189)
Net Cash used in Investing Activities (18,070,632) (387,270,237)
C. Cash Flow from Financing Activities

Increase in Share Capital - 88,998,700
Share Premium - 222,496,750
Repayment of borrowings (20,159,556) (1,527,332)
Proceeds from borrowings - 35,071,198
Interest paid (14,273,074) (12,315,925)
Net Cash (used in)/ from Financing Activities (34,432,630) 332,723,391
D. Net (Decrease)/Increase in Cash & Cash Equivalents (A+B+C) (3,946,525) 4,071,310
Cash & Cash Equivalents as at the beginning of the year 9,047,751 4,976,441
Cash & Cash Equivalents as at the end of the year (*) 5,101,226 9,047,751
* Includes restricted balance of Rs.1,617,851(31.03.08 - Rs.1,299,195)
As per our report of even date annexed For and on behalf of the Board

(A.Bhattacharya)
Partner


CONSOLIDATED FINANCIAL STATEMENTS
Auditor's Report to the Board of Directors of

Vinay Cements Limited on Consolidated Financial Statements
1. We have audited the attached Consolidated Balance Sheet of Vinay Cements Limited and its subsidiaries
(collectively referred to as “the Group”) as at 31st March, 2009, the Consolidated Profit and Loss account for
the year ended on that date and the Consolidated Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of the Company's management and have
been prepared by the management on the basis of separate financial statements and other financial
information regarding components. Our responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with generally accepted auditing standards in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. (a) We did not audit the financial statements of 1 subsidiary whose financial statements reflect total assets of
Rs. 0.5 million as at 31st March, 2009, total revenue of Rs. Nil and net cash inflows amounting to Rs. 0.46
million for the year then ended. These financial statements and other financial information have been
audited by other auditors whose reports have been furnished to us, and our opinion in so far as it relates to
the amounts included in respect of the subsidiary is based solely on the report of other auditors.
(b) The financial statements of the associate, referred to in Schedule 23B(2) of the financial statements, of
which we are the auditors, were not available for consolidation purposes because the financial statements
have not yet been approved by the Board of Directors. Accordingly the financial results of this associate, to
the extent included in the Consolidated Financial Statements, are based on draft financial statements.
4. We report that the consolidated financial statements have been prepared by the Company's management in
accordance with requirements of Accounting Standard 21- Consolidated Financial Statements and Accounting
Standard 23 - Accounting for Investments in Associates in Consolidated Financial Statements notified by the
Central Government under Companies (Accounting Standards) Rules, 2006, except as stated in paragraph 5(f)
below.
5. Based on our audit as aforesaid and on consideration of reports of other auditors on separate financial
statements and on the other financial information of the components, and to the best of our information and
according to the explanations given to us, we are of the opinion that the attached consolidated financial
statements subject to:
(a) Since documents relating to income tax assessment orders, notices, demands and other communication
with the Income Tax authorities were not available for our verification in respect of Vinay Cements Limited and
its subsidiary RCL Cements Limited we are unable to comment on the adequacy of charges and provisions
made for income tax and deferred tax and of the adequacy of contingent liabilities for income tax disclosed in
Schedule 23B(8)of the financial statements;
(b) Since documents relating to sales tax assessment orders, notices, demands and other communication with
Sales tax authorities were not available for our verification in respect of Vinay Cements Limited and its
subsidiary RCL Cements Limited we are unable to comment on the adequacy of provisions for sales tax and
the adequacy of contingent liabilities for sales tax disclosed in Schedule 23B(8) of the financial statements;
(c) Since satisfactory information pertaining to Ageing of Debtors is not available for Vinay Cements Limited
and RCL Cements Ltd, we are unable to comment on the classification of Sundry Debtor balances
(disclosed in Schedule 9 of the financial statements) between outstanding for over 6 months and Others and
consequently on the provision for bad and doubtful debtors required, if any;

(d) Since the basis for recognition of the same was not adequately explained, we are unable to comment on the
Capital Reserves amounting to Rs 5,192,605 at 31 March 2009 disclosed in the Consolidated Balance
Sheet and the transfer of Rs 158,400 from such Capital Reserves to Other Income during the year;
(e) Consequent to our remarks in paragraph 3(b) above, the group share of losses in the Associate and the
carrying amount of investment in the Associate would be affected if the audited financial statements of the
Associate were to differ from the draft financial statements of the Associate.
(f) As disclosed in Schedule 23B(3) of the Consolidated Financial Statements, the Consolidated Profit and
Loss Account does not consider the share of losses/ profit of a subsidiary from 1 April 2008 to 17
September 2008 ( the date when it ceased to be a subsidiary and became an Associate) which is not in
accordance with the requirements of Accounting Standard 21. Losses of the Associate for the entire year
are considered in computing Group share of losses in the Associate (instead of this being computed from
the date of becoming an associate till the end of the year as is required by Accounting Standard 23).
Moreover Goodwill/ Capital Reserve arising on the date on which the subsidiary became an Associate
could not be determined and has not been disclosed as required by Accounting Standard 23 .
give a true and fair view in conformity with the accounting principles generally accepted in India:
a. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31,
2009;
b. in the case of the Consolidated Profit and Loss Account, of the loss of the Group for the year ended on
that date; and
c. in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year
ended on that date.
For DELOITTE HASKINS & SELLS

A.Bhattacharya
Partner
Membership No: 54110
Place: Kolkata
Date: 30th June, 2009

Consolidated Balance Sheet as at 31st March, 2009
SCHEDULE 2009 2008

(Rs.) (Rs.)
SOURCES OF FUNDS
Shareholders' Fund
Share Capital 1 188,998,700 188,998,700
Share application Money - 100,000
Reserves & Surplus 2 730,189,160 786,828,174
Minority Interest 330,736 249,358,215
Loan Funds 3
Secured Loans 335,895,903 351,875,397
Unsecured Loans 7,845,021 11,763,151
Deferred Tax Liability 4 54,311,117 -
Total 1,317,570,637 1,588,923,637
APPLICATION OF FUNDS
Fixed Assets 5
Gross Block 815,545,691 811,896,072
Less: Depreciation 402,377,805 385,218,385
Net Block 413,167,886 426,677,687
Capital Work In Progress 6 2,290,853 534,172,285
415,458,739 960,849,972
Investments 7 395,210,266 -
Current Assets, Loans & Advances

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

Profit and Loss Account for the year ended 31st March, 2009
SCHEDULE 2008-09 2007-08

(Rs.) (Rs.)
Income
Gross Sales 636,556,296 626,115,326
Less: Excise Duty 102,795,359 10,447,035
Net Sales 533,760,937 615,668,291
Other Income 14 77,025,045 16,739,452
610,785,982 632,407,743
Expenditure
Manufacturing Expenses 15 389,739,437 310,348,361
(Increase)/Decrease in Inventories 16 (65,619,422) 4,935,690
Personnel Expenses 17 52,784,284 43,880,924
Administrative and Other Expenses 18 136,163,909 130,312,487
Interest Expenses 19 42,324,917 29,593,219
Preliminary Expenses written off 415,000 -
Depreciation 5 34,335,486 30,899,314
590,143,611 549,969,995
Profit before tax & Prior Period items 20,642,371 82,437,748
Prior Period Expenses 20 5,110,710 -
Profit Before Tax 15,531,661 82,437,748
Provision for Taxation 21 56,660,241 13,186,316
Profit/(Loss) After Tax before Share of Results (41,128,580) 69,251,432
of Associates and Minority Interests
Share of Net loss of Associates 15,668,834 -
Profit/(Loss) After Tax before Minority Interests (56,797,414) 69,251,432
Minority Interest - 6,653
Net profit (56,797,414) 69,244,779
Balance brought forward from previous year 308,550,580 239,305,801
Balance carried forward 251,753,166 308,550,580
(Loss)/Earnings per Share (3.01) 4.15
Diluted (Loss)/ Earnings Per Share (3.01) 4.15
The accompanying schedules form or integral part of this Balance Sheet

(A.Bhattacharya) Whole-time-Director Chairman-cum-Managing Director
Partner

Dated : 30th June, 2009 Company Secretary

Schedules forming part of Consolidated Accounts as at 31st March, 2009
2009 2008
(Rs.) (Rs.)
SCHEDULE 1 Share Capital

Authorised
30,000,000 Equity Shares of Rs. 10/- each 300,000,000 300,000,000
Issued ,Subscribed and Paid up

10,000,000 Equity Shares of Rs. 10/- each fully paid up 100,000,000 100,000,000
8,899,870 Equity Shares of Rs.10/-each fully paid up 88,998,700 88,998,700
(issued on preferential basis for consideration other than cash)
188,998,700 188,998,700
SCHEDULE 2 Reserves & Surplus
Capital Reserves 75,192,605 75,034,205

Capital Reserve on consolidation 180,746,639 180,746,639
Share Premium Account 222,496,750 222,496,750
Surplus as per Profit and Loss Account 251,753,166 308,550,580
730,189,160 786,828,174
SCHEDULE 3 Loan Funds
Secured Loans
Loans and Advances from Banks and Institutions
Cash Credit 168,868,877 158,026,193
Demand Loan 30,000,000 60,000,000
Term loan 111,075,667 31,538,401
Vehicle and Equipment Loans 25,191,443 102,310,803
Interest Accrued & Due 759,916 -
335,895,903 351,875,397
Unsecured Loans
From Bodies Corporate 7,845,021 11,763,151
7,845,021 11,763,151
343,740,924 363,638,548
SCHEDULE 4 Deferred Tax Liability

Deferred Tax Assets
On Provision for Gratuity 1,125,962 -
On Provision for Leave Encashment 294,228 -
On Unabsorbed Depreciation 3,370,736 -
4,790,926 -
Deferred Tax Liabilities
On Excess of book value of Fixed assets over tax written down
value of Fixed Assets 59,102,043 -
59,102,043 -
Deferred Tax Liability 54,311,117 -

SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS AS AT 31ST MARCH, 2009
SCHEDULE - 5
FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
As at Additions Sales/Adjust- As at Upto For the Adjustment Upto As at As at

PARTICULARS 01.04.2008 During ment during 31.03.2009 31.03.2008 year 31.03.2009 31.03.2009 31.03.2008
- the year the year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Brand - - - - - 66,465,231
Land & Site 21,337,730 - - 21,337,730 1,814,148 519,863 - 2,334,011 19,003,719 53,302,259
Development #
57
Buildings 117,210,374 9,974,029 - 127,184,403 31,381,112 3,767,738 - 35,148,850 92,035,553 85,829,262
Plant & Machinery * 531,155,127 98,227,719 7,187,165 622,195,681 319,598,886 28,407,958 5,866,871 342,139,973 280,055,708 211,556,241
Furniture & Fixtures 6,401,320 21,500 897,751 5,525,069 5,738,573 332,863 852,864 5,218,572 306,497 1,231,388
Office Equipments 1,235,033 16,717 798,950 452,800 564,707 64,829 363,096 266,440 186,360 409,657
Computers 13,916,342 50,388 1,303,844 12,662,886 12,952,490 380,490 1,246,439 12,086,541 576,345 2,337,770
10,658,659 17,963,423 2,434,960 26,187,122 6,437,303 861,745 2,115,630 5,183,418 21,003,704 5,545,880
Vehicles @
701,914,585 126,253,776 12,622,670 815,545,691 378,487,219 34,335,486 10,444,900 402,377,805 413,167,886 426,677,688

@@ @@
As at 31.03.2008 790,226,503 22,384,705 715,135 811,896,073 349,467,317 36,239,432 488,364 385,218,385 426,677,688
@@@
* Plant & Machinery includes assets having a Gross Block Rs.4,896,736 (31.03.08 - Rs.4,896,736) and Net Block Rs. 3,323,281 (31.03.08 - Rs. 3,877,101) ownership for
which didn't vest with company, pending payment of hire purchase installments. It also includes equipment having a Gross Block of Rs.22,329,480 (31.03.08 - Rs.NIL) and
accumulated depreciation of Rs. 6,457 (31.03.08 - Rs.NIL) have been hypothecated to ICICI Bank Ltd. for equipment loan taken.
# Land and Site Development includes 50 bigha of land (Value - Rs.NIL) pertaining to N.C.Hills Lime and Allied Industries Pvt. Ltd vested with the Company pursuant to a scheme
of amalgamation pending mutation in the name of the Company.
@ Vehicles having a Gross Block of Rs. 18,310,952 (31.03.08 - Rs. 805,622) and accumulated depreciation of Rs. 165,308 (31.03.08 - Rs. 6,691) have been hypothecated to
Reliance Capital and ICICI Bank Ltd. For vehicles loan taken.
@@ Gross Block at 1.4.2008 and Depreciation upto 31.3.2008 does not include the figures pertaining to Calcom Cement India Ltd (CCIL), which was a subsidiary of Vinay
Cements Ltd (VCL) and was consolidated with the accounts of VCL at 31.3.2008. This has been done because a set of financial statements for CCIL is not available from 1.4.08
to 17.9.2008: the date it ceased to be a subsidiary of VCL. Accordingly the Fixed Assets Schedule for the current year has been prepared as though CCIL ceased to be a subsidiary
from 1.4.2008. Therefore the current year's figures for Gross Block and Depreciation at 1.4.2008 would not tally with the previous year's figures for Gross Block and
Depreciation at 31.3.2008: the difference is because CCIL's figures have been excluded from the current year's opening balance.
@@@ Depreciation for the year ended 31 March 2008 includes Rs 2,849,179 taken to Pre-operative Expenses and Rs 2,490,939 being depreciation for the period from 1.4.07
to 30.6.07 when RCL Cements Ltd was not a subsidiary of Vinay Cements Ltd.
Schedules forming part of Consolidated Accounts (Contd.) as at 31st March, 2009
2009 2008
(Rs.) (Rs.)
SCHEDULE 6 Capital Work in Progress

A) Other Capital Work in Progress 2,285,338 354,379,182
B) Pre-operative expenses pending allocation to Fixed assets

Opening balance - 119,501,325
Add: Incurred during the year
Personnel
Salary,Wages and Allowances - 15,519,537
Contributions to Provident Fund etc. - 835,775
Welfare Expenses - 382,666
Administrative & Other Expenses

Rent - 1,935,650
Power - 277,034
Rates & Taxes - 59,072
Insurance - 247,021
Travelling, Conveyance & Vehicle Operations - 8,636,628
(Rs19,03,900/-in foreign Exchange)
Communication - 1,726,236
Printing & Stationary - 540,234
Postage & Telegrams - 170,772
Legal & Professional Fees & expenses - 15,115,674
Conferences - 5,944
Subscriptions - 3,493,562
Repairs & Maintenance – others - 584,181
Director's Remuneration - 4,590,000
Miscellaneous Expenses 5,515 1,311,065
Sales Promotion Expenses - 903,702
Depreciation - 2,849,179
Finance Expenses
Bank Charges - 1,156,525
Interest (Net) - (670,698)
Less : Other Income 5,515 179,171,084

Misc. Receipts - 23
Dividends - 683,250
Brand Royalty - 199,169
5,515 178,288,642
Add:
Fringe Benefit Tax - 502,099
Provision for Income Tax - 1,002,362
Balance carried forward (B) 5,515 179,793,103
Grand Total (A+B) 2,290,853 534,172,285

2009 2008
(Rs.) (Rs.)
SCHEDULE 7 Investments
Long Term Unquoted

Calcom Cement India Ltd
41,087,910 equity shares of Rs 10/- each fully paid
Cost of acquisition: 410,879,100 -
Less: Group share of losses upto 31-3-2009 15,668,834 395,210,266 -
395,210,266 -
SCHEDULE 8 Inventories
Raw Materials 18,772,525 26,135,869

Stores, Spares, Fuel and packing Material 46,462,561 23,169,674
Work In Progress 73,577,531 28,186,735
Finished Goods 30,791,893 10,555,119
169,604,510 88,047,397
SCHEDULE 9 Sundry Debtors

Unsecured 95,086,957 88,629,906
Over 6 months 233,575,591 325,700,504
Others 328,662,548 414,330,410
Of the above
- Considered Good 325,706,199 411,374,061
- Considered Doubtful 2,956,349 2,956,349
328,662,548 414,330,410
Less: Provisions for doubtful debts 2,956,349 2,956,349
325,706,199 411,374,061
SCHEDULE 10 Cash & Bank Balances
Cash on hand 171,553 165,481

Balance with Schedule banks
In Current Accounts 8,008,829 28,047,502
In Term Deposit Accounts ( pledged against guarantees) 3,172,901 1,299,195
11,353,283 29,512,178
SCHEDULE 11 Other Current Assets
Deposits 2,224,775 3,124,435

Prepaid Expenses 671,859 933,929
Interest Accured 64,768 -
2,961,402 4,058,364

2009 2008
(Rs.) (Rs.)
SCHEDULE 12 Loans & Advances

Loans to Others 655,628 27,272,354
Advance (Recoverable in cash or in kind or for value to be
received) 113,992,908 79,442,027
Advance Income Tax 40,069,719 18,686,166
Advance Fringe Benefit Tax 630,094 -
Claims / Subsidy Receivables 51,904,922 85,092,800
Balance with Central Excise etc. 18,565,239 2,041,121
VAT Receivables 729,240 –
226,547,750 212,534,468
Of the above -
Considered Good 225,305,520 212,534,468
Considered Doubtful 1,242,230 -
226,547,750 212,534,468
Less: Provision for doubtful Advances 1,242,230 -
225,305,520 212,534,468
SCHEDULE 13 Current Liabilities
Sundry Creditors
- Total outstanding dues from Micro and small Enterprisses - -
- Total outstanding dues from other than Micro and
small enterprises 79,620,594 80,962,786
Advance from Customers 88,760,031 6,155,900
Security Deposit 11,802,280 2,736,169
Other Liabilities 27,967,800 25,780,579
Interest accrued but not due - 1,302,537
208,150,705 116,937,971
SCHEDULE 13A Provisions
Provision for Tax

- Income Tax 14,968,842 13,062,331
- Fringe Benefit Tax 704,671 -
Provision for Leave Encashment 897,609 -
Provision for Gratuity 3,345,000 3,030,001
19,916,122 16,092,332

Schedules forming part of Consolidated Accounts (Contd.) for the year ended 31st March, 2009
2008-09 2007-08
(Rs.) (Rs.)
SCHEDULE 14 Other Income
Interest on Fixed Deposits 180,597 105,252

Profit on Sale of Fixed Assets - 50,000
Interest Subsidy 7,186,153 -
Excise Remission / Refund 69,055,517 -
Dividend from Current Investments 231,633 -
Remission of VAT - 16,425,800
Deferred Credit Subsidy recognised 158,400 158,400
Liabilities no longer require Written back 212,745 -
77,025,045 16,739,452
SCHEDULE 15 Manufacturing Expenses
Raw Material Consumed 85,595,875 79,103,947

Power & Fuel 250,853,371 166,348,535
Consumption of Stores & Spares 23,006,593 26,468,664
Packing Material Consumed 19,087,374 22,652,924
Transportation & Handling 9,073,208 7,210,421
Repairs & Maintenance
-Buildings 173,184 689,913
-Plant & Machinery 1,949,832 5,558,239
Others - 2,315,718
389,739,437 310,348,361
Schedule 16 (Increase)/Decrease in Inventories
Opening Stock
Work In Progress 28,186,735 29,172,425
Finished Goods 10,555,119 14,505,118
38,741,854 43,677,543
Closing Stock
Work In Progress 73,577,531 28,186,734
Finished Goods 30,791,893 10,555,119
Adjustment of Excise duty on closing stock of
manufactured finished Goods (8,148) -
104,361,276 38,741,853
(Increase) / Decrease (65,619,422) 4,935,690
SCHEDULE 17 Personnel Expenses
Salaries , Wages & Bonus 48,085,912 39,990,272

Contributions to Provident Fund & Other Fund 2,693,341 2,083,277
Workmen & Staff welfare Expenses 2,005,031 1,807,375
52,784,284 43,880,924

2008-09 2007-08
(Rs.) (Rs.)
SCHEDULE 18 Administrative and Other Expenses
Rent 1,686,624 1,847,549

Rates & Taxes 2,242,473 253,114
Electricity 10,850 95,746
Insurance 1,067,679 1,641,892
Bank Charges 1,812,255 3,456,510
Travelling & Conveyance 4,959,031 3,695,874
Communications 1,198,054 1,099,717
Legal & Professional Charges 5,968,727 2,965,904
Auditors' Remuneration
- Statutory Audit Fee 1,224,720 651,685
- Tax Audit Fee 200,000 150,000
- For Certification & Other Work 200,000 70,442
Reimbursement of Expenses - 19,812
Internal Auditors Fees and Expenses 152,060 674,160
Printing & Stationery 266,730 263,413
Repairs & Maintenance 75,406 112,843
Miscellaneous 2,648,511 1,564,650
Loss on Sales of Assets - 178,771
Provision for Doubtful Advances 1,242,230 -
Balances/ Provisions written off (net) - 1,615,676
Fixed Assets Written Off 2,177,770 -
Freight 100,254,737 108,073,455
Advertisements 622,205 -
Commission
- Commission to Selling Agent 95,251 353,500
- Brokerage & Discount 3,585,048 868,614
Royalty on Brand 892,005 -
Other selling expenses 3,581,543 659,160
136,163,909 130,312,487
SCHEDULE 19 Interest Expenses
Interest on Fixed Loans 18,805,267 16,490,237

Interest - Others 23,519,650 13,102,982
42,324,917 29,593,219

2008-09 2007-08
(Rs.) (Rs.)
SCHEDULE 20 Prior Period Expenses
Transportation 1,035,824 -
Land Tax 500,000 -
Communications 563 -
Interest on Security Deposit 331,500 -
Internet Charges 129,214 -
Professional Charges 279,580 -
Raw Material Consumed 1,304,558 -
Discount Given 469,882 -
Other Transportation Charges 1,059,589 -
5,110,710 -
SCHEDULE 21 Provision For Taxation
Income Tax for the Year

Current Tax 1,950,000 11,458,479
Deferred Tax (5,004,191) -
Fringe Benefit Tax 399,124 -
(2,655,067) 11,458,479
Income Tax for prior years - 1,727,837

Deferred Tax for prior years 59,315,308 -
59,315,308 1,727,837
56,660,241 13,186,316
SCHEDULE 22 Miscellaneous Expenditure
(to the extent not written off or adjusted)

Preliminary Expenses 37,545 15,577,500
37,545 15,577,500

Schedules to the Consolidated Accounts
SCHEDULE 23
NOTES TO ACCOUNTS
For the year ended 31st March 2009
A. SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of Financial statements

The Consolidated Financial Statements (CFS) has been prepared in accordance with Accounting Standard 21
(AS 21)-“Consolidated Financial Statements”, Accounting Standard 23 (AS 23) - “Accounting for Investments
in Associated in Consolidated Financial Statements”, notified by the Companies (Accounting Standard) Rules
2006. The CFS has been prepared under the historical cost convention on an accrual basis. The accounting
policies have been consistently applied by the Company and are consistent with those used in the previous year
2 Use of estimates
The preparation of financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent amounts as at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period. Actual results could
differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and
future periods.
3. The consolidated financial statements relating to Vinay Cements Limited and its subsidiaries RCL Cements
Ltd., SCL Cement Ltd. and Vinay Concrete and Aggregates Ltd. have been prepared on the following basis:
a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis
by adding together the book values of like items of assets, liabilities, income and expenses. The Intra-group
balances and intra-group transactions and resulting unrealised profits have been eliminated in full.
Unrealised losses resulting from intra-group transactions have also been eliminated in accordance with
Accounting Standard AS 21;
b) The shortfall in the cost of investment in subsidiaries compared to the net assets at the time of acquisition of
shares in the subsidiaries is recognized in the financial statements as Capital Reserve.
c) Minority Interest's share of net profit/loss for the year is identified and adjusted against the income of the
group in order to arrive at the income attributable to shareholders of the Company.
d) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the
consolidated balance sheet separate from liabilities and the equity of the Company's shareholders.
e) The consolidated financial statements are prepared using uniform accounting policies for like transactions
and other events in similar circumstances. If the accounting policies are different for parent and
subsidiaries, the fact has been disclosed together with the proportions of the items in the Consolidated
Financial Accounts to which the different accounting policies have been applied.
4. Fixed assets / Capital Work-in-Progress
4.1 Fixed Assets are stated at cost of acquisition or construction, less accumulated depreciation.
4.2 All costs, including financing costs, till the assets are ready to be put to use, wherever applicable, are
capitalized. Loss/gain from foreign exchange fluctuations arisen up to end of the year relating to
borrowings/liabilities attributable to fixed assets is also capitalized. All subsequent Loss/gain are
recognized in the Profit and Loss Account.
4.3 Items of fixed assets that have been retired from active use and are held for sale are stated at the lower of
their net book values and net realizable values and are appropriately disclosed in the financial statements.
Any expected loss is recognized immediately in the profit and loss account.

4.4 Expenditure incurred during construction period:

Aparts from cost related directly to the construction of an asset or the project, indirect expenses incurred up
to the date of commencement of commercial production which are incidental and related to construction
are also capitalized with the cost of respective assets.
5 Depreciation
Depreciation on fixed assets is provided on Straight Line Method at the rates specified in Schedule XIV to the
Companies Act, 1956 on pro-rata basis, other than mobile phones for which depreciation is charged at the rate
of 100% in the year of acquisition.
6 Investments
Investments that are intended to be held for more than a year, from the date of acquisition, are classified as long-
term Investments and are carried at cost. However, provision for diminution in the value of investments is made
to recognize a decline, other than temporary, in the value of the investments. Investments other than long-term
investments being current investments are valued at cost or fair value whichever is lower. Income from
Investments is included together with the related tax credit, if any, in the Profit and Loss Account. Investments in
associates are accounted for using the equity method.
7 Inventories
7.1 Raw Materials, stores and spares, packing material and fuel are valued at cost determined on weighted
average basis. Cost is determined as per Accounting Standard AS-2 “Valuation of Inventories”.
7.2 Cost of Finished goods and work in progress are calculated using weighted average cost method.
7.3 Work in progress is valued at cost or net realizable value whichever is lower.
7.4 Finished goods are valued at cost or net realizable value whichever is lower.
8. Provisions & Contingent liabilities

Contingent liabilities as defined in Accounting Standard 29 on “Provisions, Contingent Liabilities and
Contingent Assets” are disclosed by way of notes to the accounts. Provision is made if it is probable that an
outflow of future economic benefits will be required for an item previously dealt with as a contingent liability. A
Contingent liability is disclosed, unless the possibility of an outflow of resources is remote.
9 Revenue recognition
Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.
Sales represent value of goods sold, net of returns and discounts.
10. Subsidies
Subsidies are recognized on the basis of claims filed. Adjustments for shortfall in sanctions / disbursements are
made in the year of sanctions / receipts, except where otherwise stated.
11. Borrowing Costs
Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting
Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset
is ready for its intended use. Other borrowing costs are expensed as incurred.
Short Term employee benefits (benefits which are payable within twelve months after the end of the period in
which the employees render service) are measured at cost.
The costs of providing Leave Encashment (a long term employee benefit) and Gratuity (a post employment
benefit), both of which are defined benefit plans, are determined using the Projected Unit Credit Method, on the
basis of actuarial valuations carried out by third party actuaries at each balance date. The leave encashment and
gratuity benefit obligations recognized in the balance sheet represent the present value of the obligations as
reduced by fair value of plan assets, if any. Any asset resulting from this calculation is limited to the discounted
value of any economic benefits available in the form of refunds from the plan or reductions in future
contributions to the plan. Actuarial gains and losses are recognized immediately in the profit and loss account as
income or expense.

13. Income Tax

Income taxes are accounted for in accordance with Accounting Standard (AS) - 22 on “Accounting for Taxes on
Income”. Taxes comprise both current and deferred tax.
Current tax is measured at the amount expected to be paid/recovered from the revenue authorities, using the
applicable tax rates and laws.
The tax effect of the timing differences that result between taxable income and accounting income and are
capable of reversal in one or more subsequent periods are recorded as a deferred tax asset or deferred tax
liability. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing
differences. They are measured using the substantively enacted tax rates and tax regulations. The carrying
amount of deferred tax assets at each Balance Sheet date is reduced to the extent that it is no longer reasonably
certain that sufficient future taxable income will be available against which the deferred tax asset can be realized.
Fringe Benefit Tax (FBT) payable under the provisions of section 115WC of the Income Tax Act, 1961 is in
accordance with the Guidance Note on “Accounting for Fringe Benefits Tax” issued by the Institute of Chartered
Accountants of India
14. Impairment Loss
Impairment of Assets is accounted for in accordance with the principal laid down in Accounting Standard 28
(AS 28) -Impairment of Assets.
15 Duties and Taxes
15.1 Excise duty is accounted for on clearance of goods from the Factory. Refund/Remissions of Excise
duty as per provisions of Notification No. 33/99 CE dated 08.07.1999 is accounted for on accrual
basis and disclosed as Other Income in the profit and loss account.
15.2 Refund of Excess/Short payment of duties, taxes, interest and other Levies are accounted for on cash
basis.
B. NOTES TO ACCOUNTS:
1. The subsidiary companies considered in the consolidated financial statements are:
Name of the Comapany Country of Date on which it % of Companies

Incorporation became subsidiary shareholding and
voting power therein
SCL Cements Limited India 22.06.2007 99.27%
RCL Cements Limited India 30.06.2007 99.98%
Vinay Concrete and India 27.01.2009 98.80%
Aggregates Ltd.
The financial statements of all subsidiaries, considered in the consolidated accounts are drawn upto 31st
March, 2009.
2. The Associate company considered in the consolidated financial statement is:
Name of the Company Country of Percentage of Percentage of

Incorporation ownership ownership interest
interest at 31st at 31st March 2008
March, 2009
Calcom Cement India Limited* India 47.06% 62.25%
The financial statements of the Associate, considered in the consolidated accounts are drawn upto 31st
March, 2009. Draft Financial Statements of the Associate have been considered for consolidation
purposes pending approval of the Financial Statements by the Board of Directors of the Associate.
* Ceased to be a subisidary and became an associate w.e.f. 17th September 2008.

3. Losses/ Profits made by Calcom Cement India Ltd (CCIL) from 1st April 2008 to 17th September 2008
(the date on which CCIL ceased to be a subsidiary and became an associate) have not been considered in
the consolidated profit and loss account of the group because a Profit and Loss Account for CCIL for the
period from 1st April 2008 to 17th September 2008 was not readily available. Accordingly the losses made
by CCIL for the year ended 31st March 2009 have been considered while determining the group's share in
net losses of the Associate for the year ended 31 March 2009, instead of considering CCIL's losses from
the period from 17th September 2008 to 31st March 2009. Since the Financial Statements of CCIL on the
date when it became an Associate is not available, it has not been possible to compute Goodwill/ Capital
Reserves on acquisition of the Associate in terms of AS 23.
4. Managerial Remuneration: (Rs.)
Particulars Managing Director Whole Time Non Executive
Director Directors
Salary 4,570,968 917,633 Nil
Contribution to provident fund 274,258 38,323 Nil
Leave Travel Assistance Nil Nil Nil
Sitting Fees 5,000* Nil 37,500
Total 4,850,226 955,956 37,500
Previous year 5,088,000 Nil 20,000
*Paid to Mr. Vinay Bawri in the capacity of Non Executive Director.
5. Deferred Tax Liability :
Particulars 31.03.2008 Charge/(Credit) 31.03.2009
for the year
(Rs.) (Rs.) (Rs.)
Deferred Tax Liability
Excess of Net Book value of - 59,102,043 59,102,043

Fixed Assets over tax written
down value of Fixed Assets
Sub-Total (A) - 59,102,043 59,102,043
Deferred Tax Assets
(I) Provision for Gratuity - 1,125,962 1,125,962
(ii) Provision for Leave Encashment - 294,228 294,228
(iii) On Unabsorbed Depreciation - 3,370,736 3,370,736
Sub-Total (B) 4,790,926 4,790,926
Net Deferred Tax Liability (A+B) - 54,311,117 54,311,117
6. (Loss)/ Earnings Per Share (Rs.)

Particulars For the year ended For the year ended
31st March, 2009 31st March, 2008
Net Profit after Tax (after adjusting Minority (56,797,414) 6,92,44,779
Interest as per profit and loss account)
Weighted Average number of equity shares 18,899,870 16,674,850*
used as denominator for calculating EPS
Basic and Diluted (Loss)/Earnings Per Share (3.01) 4.15
* Pro-rata for the year

7. Cement is the only identifiable business segment of the Company. Since the entire sales of the Company
are effected in the domestic market, there is only one geographical segment.
8. ADDITIONAL INFORMATION
a) Estimated amount of contracts remaining to be executed on capital account and not provided for
Rs.1,893,102/- (31 March 2008: Rs 1,846,400/-),
b) Contingent Liabilities
Particulars 31st March, 2009 31st March, 2008

Corporate Guarantees Issued 5,957,003,685 6,101,705,000
Counter Guarantees to banks 4,987,881 1,100,000
Sales Tax/VAT 193,911,029 103,550,000
Income Tax 101,532,653 56,384,435
Entry Tax 16,369,285 12,874,563
Royalty 26,505,870 47,138,000
Others claims under dispute 15,996,612 41,041,245
9. Related Party disclosure

(i) List of related parties Other than subsidiaries and relationships
(a) Associate Companies
Calcom Cement India Limited,
The following have not been considered for accounting purposes since the group has not made any
investments in these companies:
Rotomac Textile & Investments Private Limited
J.C. Textiles & Finance Private Limited
Saroj Exim Private Limited
Saroj Commotrade Private Limited
Saroj Vinimay Private Limited
Saroj Vanijya Private Limited
Pragti Veneer Private Limited
(b) Key Management Personnel :

Mr. Binod Kumar Bawri
Mrs. Saroj Bawri
Mr. Ritesh Bawri
Mr. Vinay Bawri
(c ) Relatives of the key Management personnel

Mrs. Dimple Bawri
Mrs. Nisha Bawri
Ms. Mala Bawri
Transactions carried out during the year with related parties referred in 9 (a) above, in ordinary course of
business.
Related party relationship is as identified by the Company and relied upon by the Auditors.

(Rs.)
Nature of Transaction Associates Key Management Personnel
2008-09 2007-08 2008-09 2007-08
Sale of Goods 1,938,048 32,000 - -
Investment Made - 80,755,000 - -
Share Application money

Paid - 9,895,000 - -
Remuneration to Key - - 5,670,924 4,944,000

Management Personnel
Payment of Royalty 892,005 1,569,540 - -
Corporate Guarantee Issued 5,576,584,000 2,890,000,000 - -
Advances Received by the

Group 178,288,000 - - -
Advances Returned by 153,820,000 - - -

the Group
Reimbursement of Expenses 268,947 21,982 - -
Balance as on 31st March 2009
Advances Received by the

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

Group 525,269 185,269 - -
10. Figures for the previous year have been regrouped/ rearranged wherever necessary.
11. Figures have been rounded off to the nearest rupee.
For & on Behalf of Board

Kolkata P.R.Sivasankar
Date: 30th June, 2009 Company Secretary

Consolidated Cash Flow Statement for the year ended 31st March, 2009
2008-09 2007-08
(Rs.) (Rs.)
A. Cash Flow from Operating Activities

Adjustments for:
Fixed assets written off 2,177,770 -
Deferred Credit Subsidy recognised (158,400) (158,400)
Minority Interest - (6,653)
Depreciation 34,335,486 30,899,314
Interest Expense 42,324,917 33,049,729
Interest Income (81,573)
Dividend Income (231,633)
Preliminary Expenses Written Off 415,000
Operating profit before working capital changes 94,313,229 146,221,738
Add/(Less) : Movements in Working Capital
(Increase) in Inventories (81,557,114) (20,927,837)
Decrease / (Increase) in Sundry Debtors 85,667,862 (212,534,145)
(Increase) in Other Current Assets (77,485) -
(Increase) in Loans & Advances (102,654,670) (94,681,782)
(Increase) / Decrease in Current Liabilities and Provisions 130,269,933 (29,141,955)
Cash Generated / Used in Operation 125,961,755 (211,063,981)
Direct Taxes Paid (7,342,356) (13,186,316)
Net Cash Flow from operating Activities 118,619,399 (224,250,297)
B. Cash flow from Investing Activities

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

Proceeds from issuance of equity shares 14,648,000 88,998,700
Share Application money - 100,000
Capital Reserves - 180,746,639
Share Premium - 222,496,750
Minority Interest - 249,358,215
Proceeds from borrowings 22,382,518
Repayments of borrowings (89,174,334)
Secured Loans 81,535,933 270,889,687
Unsecured Loans - 10,511,868
Interest paid (43,602,088) (33,049,729)
Net Cash flow from Financing Activities (14,209,971) 990,052,130
D. Net Changes in Cash & Cash equivalents (A+B+C) (10,918,914) 24,535,736
Cash and cash equivalents at the beginning of the year(@) 22,272,197 4,976,441
Cash and cash equivalents at the end of the year(*) 11,353,283 29,512,177
* Includes restricted balance of Rs.1,617,851 (31.03.08 - Rs.1,299,195)

@ Opening Cash & Cash Equivalents as on 01.04.08 excludes balance of Calcom Cement India Limited of Rs 7,239,981 .
(A.Bhattacharya)
Partner
Place: Kolkata
P.R.Sivasankar
Dated : 30th June, 2009 Company Secretary

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

SCL Cements Vinay Concrete &
Name of the Subsidiary RCL Cements
Limited (RCL) Aggregates Limited
Limited (RCL)
(VCAL)
1. Holding Company's interest in Subsidiary Companies – No. of shares held 3632600 2964800 49400
by the Company & its subsidiaries and the extent of holding (99.98%) (99.66%) (98.80%)
2. Financial year of the Subsidiary ended on 31.03.2009 31.03.2009 31.03.2009

3. The net aggregate amount of Profits/(Losses) of the subsidiary as far as it
concerns the Holding Company Rs. Lakhs Rs. Lakhs Rs. Lakhs
A. Dealt with in the accounts of Vinay Cements Limited by way of Dividend
on the shares held in the subsidiaries
I) For the subsidiaries' financial year ended on 31.03.2009 - - -

ii) For the previous financial years of the subsidiaries since they became - - -
subsidiaries of Vinay Cements Limited
B. Not dealt with in the accounts of Vinay Cements Limited
(i) For the subsidiaries' financial year ended on 31.03.2009 (121.15) (12.40)
-
(ii) For the previous financial years of the subsidiaries since they became 398.25 - N.A.
subsidiaries of Vinay Cements Limited
Notes: 1. RCL became a subsidiary of the Company with effect from 30th June, 2007, SCL with effect from 22nd June, 2007 and VCAL with effect from 27th
January, 2009.
2. VCAL has not yet commenced its commercial production.
3. SCL commenced its commercial production with effect from 30th March, 2009.
Place : Kolkata
Date : 30th June, 2009
P. R. Sivasankar Binod Kumar Bawri Mahesh Kumar Srivastava
Company Secretary Chairman-cum-Managing Director Whole-time Director
Statement pursuant to exemption received under Section 212(8) of the

Companies Act, 1956 relating to subsidiary companies Rs. in Lakhs
RCL Cements SCL Cements Vinay Concrete &
Name of the Subsidiary
Limited Limited Aggregates Limited
Company
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Capital 363.32 363.32 297.48 136.25 5.00 -
Reserves 4846.22 4968.97 - - - -
Total Assets 8440.78 8271.45 1451.15 458.36 5.06 -
Total Liabilities 3231.24 2939.16 1153.67 322.11 0.06 -
Turnover 2382.64 2920.06 6.87 - - -
Profit (Loss) Before Taxation 116.25 621.31 (9.59) - - -
Provision for Taxation 237.42 87.35 2.85 - - -
Profit (Loss) after Taxation (121.17) 533.96 (12.44) - - -
Proposed Dividend - - - - - -
Details of Investments (Other than in Subsidiaries) :
2,92,37,000 Unquoted Equity Shares of Rs. 10/-
each of Calcom Cement India Limited held as Long
Term Trade Investments 2923.70 2923.70 - - - -
Country of Incorporation India India India

Notes:
1. Total Assets comprises of Fixed Assets, Capital Work in Progress, Preoperative Expenditure pending allocation to fixed assets, Investments, Current Assets, Loans
& Advances and Miscellaneous Expenditure.
2. Total Liabilities comprises of Loan Funds, Share Application Money (Pending Allotment) and Current Liabilities & Provisions.
3. RCL Cements Limited became a subsidiary of the Company with effect from 30th June, 2007, SCL Cements Limited with effect from 22nd June, 2007 and Vinay
Concrete & Aggregates Limited with effect from 27th January, 2009.
4. Vinay Concrete & Aggregates Ltd. has not yet commenced its commercial production.
5. SCL commenced its commercial production with effect from 30th March, 2009.
6. Vinay Concrete & Aggregates Limited was incorporated on 24th September, 2008.

Jamunanagar, Umrangshu, District : North Cachar Hills, Assam - 788 931
ANNUAL GENERAL MEETING
ATTENDANCE SLIP
Name of the Attending Member/Proxy (in Block Letters) : Client ID No. ........................................
DP ID No..................................... (In case of demat holding)
(In case of demat holding) No. Of shares .......................................
Folio No. ..................................... (In case of physical holding)
I hereby record my presence at the 23rd ANNUAL GENERAL MEETING being held at the Registered Office of the Company
at Jamunanagar, Umrangshu, District : North Cachar Hills, Assam - 788 931 on Tuesday, the 29th day of September,
2009 at 1.30 P.M.
...................................................................
Signature of the Attending Member/Proxy
Notes :
1. A Member/Proxy attending the meeting must fill in and sign this Attendance Slip and hand it over at the entrance.
2. Member intending to appoint a proxy, should complete the Proxy Form given below and deposit it at the Company’s
Registered Office not later than 48 hours before the commencement of the Meeting.
VINAY CEMENT LIMITED

Regd. Office : Jamunanagar, Umrangshu, District North Cachar Hills - 788 931, Assam
ANNUAL GENERAL MEETING
PROXY FORM
DP ID No. ................................... Client ID No. ...........................................

(In case of demat holding) (In case of demat holding)
Folio No. ..................................... (In case of physical holding) No. Of Shares..........................................
I/We.....................................................of......................................................................................................................
being a Member/Members of VINAY CEMENTS LIMITED, hereby appoint......................................................................of
...........................................................................................in the district of ......................................................or failing
him...................................................of.....................................................................in the district of .............................
as my/our proxy to attend and vote for me/us on my/our behalf at the 23rd Annual General Meeting of the Company to be
held on Tuesday, the 29th day of September, 2009 at 1.30 P.M. and at any adjournment thereof.
Signed this.....................................................day of ...................................2009.

Affix 30
Signature..........................................paise
Revenue
Stamp
Notes :
1. The Proxy form should be deposited at the Registered Office of the Company not later than 48 hours before the
commencement of the Meeting.
2. A Proxy need not be a member of the Company.

Annual Report 2009

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Annual Report 2009

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VINAY CEMENTS LIMITED

Jamunanagar, Umrangshu, N. C. Hills, Asom

23rd Annual Report 2008-09

Management Discussion & Analysis 19

Report on Corporate Governance 22

Profit & Loss Account 35

Schedules to the Accounts 36

Balance Sheet Abstract & Company's General Business Profile 50

Cash Flow Statement 51

Consolidated Financial Statements 52

Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 71

Attendance Slip & Proxy Form for AGM

23rd Annual Report 2008-09

COMPANY SECRETARY Shri P. R. Sivasankar

REGISTERED OFFICE Jamunanagar, Umrangshu, District : North

CORPORATE OFFICE “JINDAL TOWERS”

BANKERS AXIS Bank Limited

AUDITORS Deloitte Haskins & Sells

INTERNAL AUDITORS M/s. R. Kothari & Co.

SOLICITORS & LEGAL KHAITAN & CO.

Millie Hazarika, Advocate,

PLANT Jamunanagar, Umrangshu, District : North

REGISTRAR AND SHARE Maheshwari Datamatics Pvt. Ltd.

2 23rd Annual Report 2008-09

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

3 23rd Annual Report 2008-09

Notice of Annual General Meeting

By Order of the Board of Directors of

Date : 22nd August, 2009 P. R. Sivasankar

4 23rd Annual Report 2008-09

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

ii) Perquisites and allowances :-

5 23rd Annual Report 2008-09

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

6 23rd Annual Report 2008-09

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

II. Information about the appointee :

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

Company & Position Approx. Approx Yearly No. of Yrs of

WTD, Binani 2.25 30 lacs 38

7 23rd Annual Report 2008-09

III. Other information :

By Order of the Board of Directors of

Date : 22nd August, 2009 P. R. Sivasankar

Additional Information pursuant to Clause 49 of the Listing Agreement with

Dr. Bidhu Dr. Dutta, is a renowned Nil Member of Audit NIL

8 23rd Annual Report 2008-09

REPORT OF THE BOARD OF DIRECTORS

Particulars Year Ended Year Ended

Sales 4056.16 4,069.84

Sales 6365.56 6,261.15

9 23rd Annual Report 2008-09

Performance & Operations Review

Future Outlook of the Industry

10 23rd Annual Report 2008-09

Internal Control System

11 23rd Annual Report 2008-09

Investment Agreement with DEG & FMO

Change in Capital Structure

12 23rd Annual Report 2008-09

13 23rd Annual Report 2008-09

Your Directors hereby confirm that :--

iv.they have prepared the annual accounts on a going concern basis.