1995 RAGHOJI CEMENT MANUFACTURING COMPANY LIMITED DIRECTORS' REPORT Your Directors have pleasure in presenting the twelveth Annual Report together with the Audited Balance Sheet as at 31st March 1995 and Auditors' Report thereon. Financial Results: Due to reasons beyond the control of the Management, regular commercial production could not commence during the year under report. However, Company's fortune has turned for the better, after sorting out the technical and financial problems. The Company has been able to commence commercial production at the beginning of the accounting year 1995-96, and the production is now stabilised. Accordingly the Company has capitalised the project expenses. The Company has taken steps to appoint Dealers and the Directors are hopeful to show better performance from now onwards. Capital Outlay: As against the Capital Outlay of Rs. 1084.25 lakhs envisaged in the prospectus the actual cost of the Project has gone upto Rs. 1500 lakhs on account of further delay in the implementation resulting in further accrual of interest dues to the Institutions/Bank. Increase in the Authorised Share Capital: Members at the previous Annual General Meeting have approved resolution to increase the Authorised Share Capital of the Company upto Rs. 10 Crores. However this resolution could not be implemented since the Company was preoccupied with technical problems in the operation of the Plant immediately thereafter. However now that the Plant operation is stabilised Company desires to bring this resolution once again before the Members for their consideration and approval. Directors recommend the resolution to be passed as an ordinary resolution. Increase in the Borrowing Powers: Members at the Extraordinary General Meeting held on 20th September 1986 have approved Borrowing by the Company upto a limit of Rs. 1000 lakhs. Directors feel that this amount has to be raised upto Rs. 1500 lakhs taking into account the likely need for raising funds to meet the day to day requirement of the Company for attaining stabilised Production level. A suitable resolution has been proposed which the Directors recommend approval of the Members as an ordinary resolution. Future Outlook: In the liberalised economy Directors feel that there is lot of scope for diversified expansion of economic activities in the Country and thus for Company's White Cement product. Directors are hopeful to take advantage of this situation with better production in the years to come and reward the Members who have waited long with patience. Directors: Sri. Neville H. Irani retires by rotation under the provisions of the Articles of Association of the Company and being eligible offers for reappointment at this Annual General Meeting. Auditors: M/s M.A.Narasimhan & Co., the retiring Auditors have given their consent for being reappointed as Auditors of the Company for the year 1995-96. Members are requested to consider approval of the same. The notes on the accounts are self explanatory with regard to observations made by the Auditors in their report to the, Members of the Company. The Company has not accepted any Public Deposit during the year under review. The information under section 217 (2A) of the Companies Act, 1956 may be taken as Nil. Information regarding Conservation of Energy and Technology Absorption is not required to be given since the Company has not commenced Commercial Production during the year under review. However adequate steps are being taken for Conserving Energy at all levels of Plant operation and continuous efforts are being made to improve technology and development. There is no Foreign Exchange earning or outgo during the year under review Continuous efforts are being made to improve Environmental Protection and Safety measures in the Plant operations. Efforts are also on to improve the Pollution control measures in the Plant. Acknowledgements: 1) The Directors wish to place on record their appreciation for the support received from KSIIDC, KSFC, Canara Bank, Company's Bankers and look forward to their continued support. 2) The Directors wish to place on record their gratitude to M/s Associated Cement Companies Limited, who are the pioneers in the country in the field of cement manufacturing for their consultancy service. 3) The Directors acknowledge the dedication and unstinted support of the Employees at all levels and also the Customers, Distributors and Members of the Company. By Order of the Board, For Raghoji Cement Manufacturing Company Limited Sd/- Sd/- Ashok Kumar S. Raghoji Sharada Ashok Raghoji Managing Director Director Place : Bangalore Dated : 12th August, 1995.