Somani Cement Company Ltd.

SOMANI CEMENT COMPANY LIMITED ANNUAL REPORT 2003-2004 DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting the 21st Annual Report together with the Audited Annual Accounts for the year ended 31-3-2004 of your Company. Following figures summerise the Financial Results. 1. FINANCIAL RESULTS: (Rs. in Lacs) 2003-2004 2002-2003 Gross Income 1289.75 0.05 Gross Profit / (Loss) before Depreciation, interest & tax 196.61 (1.72) Interest & Financial Charges 894.86 764.79 Depreciation 40.50 40.50 Miscellaneous Expenditure Written off 0.00 0.21 Net Loss after Tax 738.75 807.22 Balance Brought forward as per last Balance Sheet 5512.29 4705.07 Adjustment Relatives to Previous Year 327.37 - Loss Carried forward to Balance Sheet 5923.67 5512.29 2. OPERATIONS: The Company has generate profit in the continued four Quarters and also Company has achieved good Turnover in the previous Financial Year 2003-04. The performance of the Company during the Financial year under review has been quite excellent. With the consolidated efforts continuing generate profit, the company expects reasonably better future in coming years and company will also come out within short period in the all accumulated losses. As per the industrial policy of the Central Governments, hope that the reaped growth will be increased and the future of the cement company contended to pose better. As the members are aware, we are having Movable Immovable and Tangible Assets and also having infrastructure facilities as existing at present work place and it is hoped that it would provide an additional edge to profitability in coming years. The Company having prospecting rich mines licence for 610 hector of land showing abundant deposit of lime stone for balance 2400 hector of land for lease under process. As the members are aware, as per the above all aspects the company has been setting up a expansion project at manufacturing 1500 TPD capacity cement plant in Mahuva. The Financial Support received and acceptance from Shri Prakash Patel (NRI) and Jitendra Patel (NRI) subject to some terms and conditions. As per the terms of Shri Prakash Patel (NRI) are being repayment of existing secured loans of the Company within one year under one time settlement scheme and also helpful in create funds through internal sources for 1500 TPD Capacity Cement expansion project. To appoint a Shri Krishna Somani as a Managing Director, who have work charged all the responsibility of existing and proposed project of the company. His appointment will be emensely helpful to the company, because of contributions given to the Company during his tenurship as a Director of the Company and that period having its all round progress in the history of the Company. The acceptance of Mr. Krishna Somani as a Managing Director of. the Company is yet to be received. Necessary steps are being taken by the Company to dematerialize its Equity Shares and all information of the Company in every month gate the members. 3. DIVIDEND: In view of loss, your directors do not recommend payment of any dividend to the shareholders. 4. DIRECTORATE: Shri A.K.Singh retires by rotation and being eligible offers himself for re-appointment. 5. DIRECTORS' RESPONSIBILITY STATEMENT: In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. The Directors have selected search accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the company for the year under review. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared annual accounts on a going concern basis. 6. AUDIT COMMITTEE: In compliance of Section 292A of the Companies Act, 1956 an Audit Committee has been constituted, comprising of Shri B.K. Mishra, Shri Rajesh Somani and Shri A.B. Singh, as Directors to perform inter alia various functions as required to be performed in terms of the said provisions. 7. CORPORATE GOVERANCE: The Guidelines issued by SEBI in respect of corporate goverance are applicable to the Company, necessary steps being taken to comply with the governance. 6. DEMATERIALISATION OF SHARES: Necessary steps are being taken by the Company to dematerialize its Equity Shares. 7. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE: Information in accordance with the provisions of the Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not given as the company did not carry manufacturing activities during the year under review. 10. PARTICULARS OF EMPLOYEES: As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 information is not furnished as no employee is covered under the said provision. 11. PUBLIC DEPOSITS: There has been no unclaimed/unpaid deposits during the year under review. 12. AUDITORS: The Auditors M/s. Mandaowara & Associates Chartered Accountants, 19, Teachers Colony, Jhabua, Dist. Jhabua (MP) retires at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment. Members are requested to appoint them and fix their remuneration. With regards to the auditors observation your directors would like to clarify that the necessary explanations have been furnished in notes on accounts. Yours directors are taking all possible step to streamline certain procedures to avoid such remarks in future. 13. ACKNOWLEDGEMENT: The Board places on record its deep appreciations for the continued support received from Bank, Staff and Employees for furthering interest of the Company. For and on behalf of the Board Date : 25th June, 2004 B. K. Mishra Place : Vadodara Chairman