SIDIEE CEMENT

SIDIEECEMENT

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Board of DirectorsAs on 30.7.2003

Shri M.N. Mehta

Shri Jay Mehta

Shri Sanat Mehta

Shri Jesper Horsholt

Dr. Nayan Desai

Shri K. Lalit

Shri M.L. Tandon

Shri S.V.S. Raghavan

Shri S.M. Kanwar

Shri P.T. Thomas

Shri R.K. Behl

Shri P. Niranjan

Shri M.S. Gilotra

Shri Raj K. Poddar

SR. VICE PRESIDENT (FINANCE) (fCOMPANY SECRETARY

Shri V.R. Mohnot

BANKERS

State Bank of IndiaDena BankState Bank of TravancoreState Bank of Bikaner & Jaipur

State Bank of PatialaUnion Bank of IndiaState Bank of Saurashtra

Chairman

Executive Vice-Chairman

Nominee of The Mehta International Limited

Nominee of F.L Smidth & Co. A/S, Denmark

Nominee of GIIC Limited

Special Director, BIFR

Nominee of IDBI

Nominee of L/C

Nominee of SBI

Managing Director

Dy. Managing Director

AUDITORS

Messrs Manubhai 6> Co.Chartered AccountantsAhmedabad

REGISTERED OFFICE 6> WORKS

"Sidheegram"Off. Veraval - Kodinar HighwayPin Code 362 276District JunagadhGUJARAT.

CORPORATE OFFICE

Agrima Business Centre,N.K. Mehta International House,178, Backbay Reclamation,Mumbai 400 020.

CONTENTS

Notice

Directors' Report

Corporate Governance

Auditors' Report

Balance Sheet

Profit and Loss Account

Schedules 1 to 15

Cash Flow Statement

Page No. (s)

3

8

16

26

28

29

30

42

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GUJARAT SIDHEE CEMENT LIMITEDRegd. Office : "Sidheegram", Off Veraval-Kodinar Highway

Pin 362 276, Dist. Junagadh, Gujarat.

NOTICE

Notice is hereby given that the Thirtieth Annual General Meeting of the Shareholders of the Company willbe held on Thursday the 25th September, 2003 at 10.00 A.M. at the Registered Office of the Company at"Sidheegram", Off Veraval-Kodinar Highway - Pin 362 276, Dist. Junagadh, Gujarat, to transact the followingbusiness :

ORDINARY BUSINESS :

1. To receive and adopt the Directors' Report and Audited Profit & Loss Account for the year ended31st March, 2003 and Balance Sheet as at that date and the Auditors' Report thereon.

2. To appoint a Director in place of Shri K. Lalit who retires by rotation, but being eligible, offers himselffor reappointment.

3. To appoint a Director in place of Shri Ml. Tandon who retires by rotation, but being eligible, offershimself for reappointment.

4. To consider and, if thought fit, to pass with or without modification the following resolution as anOrdinary Resolution :

"RESOLVED THAT M/s. Manubhai & Co., Chartered Accountants, the retiring auditors of the Company,be and are hereby re-appointed as Auditors of the Company for audit of accounts for thefinancial year 2003-2004 and they shall hold office from the conclusion of this meeting until theconclusion of the next Annual General Meeting of the Company at a remuneration of Rs. 2,00,0007-p.a. (Rupees Two Lakhs only) plus Service Tax and reimbursement of travelling and out of pocketexpenses actually incurred."

SPECIAL BUSINESS :

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

"RESOLVED THAT in supercession of the Resolution passed at the last Annual General Meetingof the company on the subject and pursuant to the provisions of Section 94(1 )(a) and otherapplicable provisions of the Companies Act, 1956 if any and subject to necessary approvals asmay be required, the Authorised Share Capital of the Company be and is hereby increased fromRs. 150,00,00,000 (Rupees One Hundred Fifty Crores only) divided into 15,00,00,000 (Fifteen Crores)Equity Shares of Rs. 107- each to Rs. 170,00,00,000 (Rupees One Hundred Seventy Crores only)divided into 17,00,00,000 (Seventeen Crores) Equity Shares of Rs. 107- each"

6. To consider and if thought fit, to pass with or without modification, the following resolution as SpecialResolution:

"RESOLVED FURTHER THAT in supercession of the Resolution passed at the last Annual General Meetingof the company on the subject and the existing Clause V of the Memorandum of Association of theCompany as to share capital be and is hereby altered by deleting the same and substituting in placeand stead thereof the following new Clause V

V The Authorised Share Capital of the Company is Rs. 170,00,00,000 (Rupees One HundredSeventy Crores only) divided into 17,00,00,000 (Seventeen Crores only) Equity Shares ofRs. 107- (Rupees Ten each) each with power to increase and reduce the capital of the Companyand to divide the shares in the capital for the time being to several classes and to attach theretorespectively such preferential, deferred, guaranteed, qualified or special rights, privileges and

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Cement Limitedconditions as may be determined by or in accordance with, the Articles of Association of theCompany and to carry, modify, amalsamate, or abrosate any such rishts, privileges or conditionsin such manner as may for the time being be provided by the Articles of Association of theCompany."

7. To consider and if thought fit, to pass with or without modification, the following resolution as SpecialResolution:

"RESOLVED THAT in supercession of the Resolution passed at the last Annual General Meeting of thecompany on the subject and pursuant to the provisions of Section 31 and other applicableprovisions, if any, of the Companies Act, 1956 the existing Article (3) of the Articles of Association ofthe Company be and is hereby altered by deleting Article (3) of the Articles of Association andsubstituting in place and stead thereof the following new Article (3) :

The Authorized Share Capital of the Company is Rs. 170,00,00,000 (Rupees One Hundred SeventyCrores) divided into 17,00,00,000 (Seventeen Crores) Equity Share of Rs. 10 (Rupees ten) each. Thesaid Authorized Capital may be divided in any other manner as may be thought expedient by theCompany."

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

"RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions of the. Companies Act, 1956 and Clause 5.2 and 6.1 and other applicable provisions of the Securities

& Exchange Board of India (De-listing of Securities) Guidelines 2003 (hereinafter referred to as"de-listing guidelines) and subject to such other approvals, permissions and sanctions, as may benecessary and subject to such conditions and modifications as may be prescribed or imposed byany authority while granting such approvals, permissions and sanctions, which may be agreed to bythe Board of Directors of the Company ('the Board') which term shall be deemed to include anyCommittee thereof), consent of the Company be and is hereby accorded to the Board to de-list theEquity Shares of the company from the Stock Exchanges at Ahmedabad, Calcutta, Delhi and Rajkot."

"RESOLVED FURTHER THAT- Board be and is hereby authorized to settle all questions, difficulties ordoubts that may arise in regard to the aforesaid voluntary delisting of shares as it may in its absolutediscretion deem fit without being required to seek any further approval of the members or otherwiseto the end and intent that the members shall be deemed to have given their approval expressly bythe authority or this resolution."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all necessary steps in thisregard in order to comply with all the legal and procedural formalities and further to authorise any ofits Committees or any of its Directors or any of the Officers of the Company to do all such acts, deedsor things to give effect to the aforesaid resolution."

By Order of the Board of Directors

V. R. MohnotSr. Vice President (Fin) & Company SecretaryMUMBAI, dated : 30.7.2003

Registered Office :"Sidheegram"Off Veraval-Kodinar HighwayPin 362 276.Dist. Junagadh (Gujarat).

NOTES :

1 A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend andvote instead of himself on a poll and that a proxy need not be a member. Proxies in order to beeffective must be received by the company at the Registered Office not less than 48 hoursbefore the meeting.


2. The Explanatory Statement as required under Section 173 of the Companies Act, 1956 setting out materialfacts in respect of the business under item Nos. 5 to 8 is annexed hereto.

3. Re-appointment of Directors :

At the ensuing Annual General Meeting Shri K. Lalit and Shri Ml. Tandon, shall retire by rotation and beingeligible, offer themselves for re-appointment. Pursuant to Clause 49 of the Listing Agreement relating to codeof Corporate Governance, the profile of the above directors are given under para (iv) (Re-appointment ofDirectors) of Corporate Governance Report annexed to Directors Report.

4. The Share Transfer Books and Register of Members of the Company shall remain closed on15th September, 2003 to 25th September, 2003 (both days inclusive) in connection with AGM.

5. Members who have multiple account in identical names or joint accounts in same order are requested tosend all the share certificates to the Company for consolidation of all such shareholdings into one accountto facilitate better service.

6. (a) Members are requested to notify immediately any change of address :

(i) To their Depository Participants (DPs) in respect of their electronic share accounts, and

(ii) To the Registrar and Transfer Agents at : M/s. Intime Spectrum Registry Ltd., C-13 Pannalal Silk MillsCompound, LBS Road, Bhandup (West) Mumbai 400 078, in respect of their physical share folios,if any.

(b) In case the mailing address mentioned on this Annual Report is without'the Pincode, members arerequested to kindly inform their PINCODE immediately.

7. Non-resident Indian Shareholders are requested to inform us immediately the change in the residentialstatus.

8. Members desiring any information on the Accounts are requested to write to the Company at least oneweek before the meeting so as to enable the Management to keep the information ready and replies will beprovided only at the meeting.

9. Shares of the company are required to be compulsorily traded in demat form from 22nd March,2000. If you have therefore not demated your shares, you are requested to please do the sameat the earliest.


EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIESACT, 1956.

ITEM NOS. 5, 6 S> 7.

At the 29th Annual General Meeting of the Company held on 19.9.2002, Shareholders approval forincrease in Authorised Share Capital from Rs. 150,00,00,000 (Rupees One Hundred Fifty Crores) dividedinto 15,00,00,000 (Fifteen Crores Equity Shares of Rs. 107- each) to Rs. 175,00,00,000 (Rupees OneHundred Seventy Five Crores only) divided into 17,50,00,000 (Seventeen Crores Fifty Lakhs) Equity Sharesof Rs. 1O/- each was obtained. However, pursuant to the Rehabilitation Scheme sanctioned by the Hon'bleAAIFR resting with its order dated 21.11.2002, the company is required to issue shares to the maximumextent of Rs. 28,34,00,0007- (Rupee Twenty Eisht Crores Thirty Four Lakhs only) to the Promoters. Thepresent issued share capital of the company stands at Rs. 139 Crores. Because of pendency of theScheme and financial constraint at relevant time, the Company could not act upon the Resolution passedat the last Annual General Meeting, which is now placed before the shareholders for approval.

The Authorised Share Capital of the Company at present is Rs. 150,00,00,000 divided into 15,00,00,000Equity Shares of Rs. 107- each. The present issued share capital of the Company stands at Rs. 139 Crores,thus leaving a balance of unissued capital of Rs. 11 Crores.

Pursuant to the Rehabilitation Scheme sanctioned by the Hon'ble AAIFR, resting with its Order dated21.11.2002, interalia, provides for setting up of Captive Power by installation of D.G. Sets and CaptiveJetty. The said Rehabilitation Scheme provides for issue of further shares as source of funds for the project.Therefore to take care of the future issue of Shares as and when deemed fit and appropriate, the Board ofDirectors of the Company recommends increase in the Authorised Capital of the Company to Rs. 170Crores by creation of 2,00,00,000 new Equity Shares of Rs. 107- each.

The proposal for increase in the Authorised Capital will require approval of the members in GeneralMeeting in accordance with Section 94 of the Companies Act, 1956. The Ordinary Resolution set out atitem (5) in the Notice convening the meeting is intended to obtain such approval and the Boardrecommend the acceptance of the aforesaid Resolution.

The new Article (3) of the Articles of Association and Clause V of the Memorandum of Associationin the items 6 and (7) of the Notice is intended to reflect the increased Authorised Capital of theCompany.

A copy of the Memorandum and Articles of Association of the Company is available for inspection at theRegistered Office of the Company on any working day upto the date of the Annual General Meetingbetween 10.00 a.m. S> 12.00 noon.

None of the Directors of the Company is interested or concerned in the proposed Resolution.

The Resolution is therefore recommended to the Members for their approval.

ITEM NO. 8.

In order to provide liquidity to the shareholders and investors, the Company's equity shares were listed onthe Stock Exchanges at Mumbai, Delhi, Calcutta, Ahmedabad, Rajkot and National Stock Exchange. The Bulkof the trading in the Company's Equity takes place on BSE and NSE.

It has been observed that since the last few years, trading in equity shares of the Company on the ^StockExchanges at Calcutta, Delhi, Ahmedabad and Rajkot are negligible and is disproportionate to the listingfees payable by the Company to the said Stock Exchanges. Owing to expansion of BSE and emergence ofNSE and their extensive networking and extension of their terminals to various cities, investors have accessto on-line dealing in the Company's Equity shares on such terminals across the country.

The Company has been spending considerable amount of money on listing fees, advertisement innewspapers in respect of various provisions of the Listing Agreements, facsimile communication etc. and

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no particular benefit is available to the shareholders of the Company by continuing the listing of the EquityShares on the said Stock Exchanges.

In the above circumstances, it is considered desirable to delist the equity shares of the Company atCalcutta, Delhi, Ahmedabad and Rajkot Stock Exchanges subject to the company complying with variousprovisions of SEBI (Delisting of Securities) Guidelines, 2003 ('the Delisitng Guidelines') and obtainingrequisite approvals, permissions and sanctions if required in this regard.

The Company's Equity Shares, however, will continue to be listed on BSE and NSE.

In terms of the Delisting Guidelines, a public announcement regarding the proposed delisting will bepublished. The delisting will take effect only after all approvals, sanctions and permissions as may berequired have been received. The exact date thereof will be suitably notified at that time.

Due to availability of trading facilities on the connectivity of BSE and NSE in most of the cities across thecountry, the proposed delisting of the company's equity shares on the aforesaid Stock Exchanges will notprejudical to, or effect the interest of the investors/shareholders.

The Directors recommend the Special Resolution for the approval of the members.

None of the Directors of the Company is concerned or interested in the said Resolution.

By Order of the Board of Directors

V. R. MohnotMUMBAI, dated : 30.7.2003 Sr. Vice President (Fin.) & Company Secretary

Registered Office :"Sidheegram"Off Veraval-Kodinar HighwayPin 362 276.Dist. Junagadh (Gujarat).


DIRECTORS' REPORT

Dear Members,

The Directors present the 30th Annual Report along with the Audited Accounts and Auditors Report forthe year ended 31st March 2003.

During the year under review, cement consumption in India increased by 8.67 percent (from 99.01 millionmetric tonnes to 107.59 million metric tonnes) and installed capacity increased from 129.76 million metrictonnes in 2001-2002 to 136.97 million metric tonnes in 2002-2003.

The Gujarat market witnessed a reduction in consumption of 2 percent (7.38 million metric tonnes from7.53 million metric tonnes), whereas the installed capacity increased from 13.88 million metric tonnes to14.38 million metric tonnes. Supplies from neighbouring states (mainly Rajasthan) increased to 26.7percent of consumption of cement in Gujarat (from 1.89 million metric tonnes in 2001-2002 to 1.97million metric tonnes in 2002-2003).

The State of Gujarat has suffered a series of setbacks including droughts in three out of the last four years,the devastating earthquake and the civil riots. These factors have resulted in reduced demand andpressure on the price of cement in the Gujarat market.

Exports, on the other hand witnessed a considerable surge during the year under review enabling thecompany to produce close to capacity. Prices in the export markets have also improved during the year.The reconstruction of Iraq and the booming demand in the Gulf abode well for exports of cement andclinker from Gujarat.

FINANCIAL RESULTS

The highlights of the financial results for the year ended 31st March 2003 are given below:

(In Million Rupees)

Current Year Previous Year(2002-2003), (2001-2002)

Sales & Other Receipts 1772.01 1749.17ProfMLoss) before interest, Depreciation andMisc. Expenses Written Off and extraordinary items. 30.63 66.87

Interest 66.82 288.81Profit/(Loss) before Depreciation & Misc. Expenses Written Off. (36.19) (221.94)Depreciation and Misc. Expenses written off 97.51 97.11

Profit/(Loss) before Extra Ordinary items and Deferred Tax Assets (133.69) (319.05)Extra Ordinary Items 805.20 NILDeferred Tax Assets 965.29 NILPrior Period adjustment - Credit NIL 11.33

Profit/(Loss) after tax 1636.70 (307.82)Carried- forward Profit/doss) of earlier years (3410.78) (3102.96)Balance of ProfMLoss) carried to Balance Sheet (1774.08) (3410.78)

The results for the year ended 31.3.2003 are not strictly comparable with the previous year, in view of the .accounting of reliefs and concessions in accordance with sanctioned scheme by Hon'ble AppellateAuthority for Industrial & Financial Reconstruction (AAIFR) resting with their order dated 21.11.2002 andrecognising of tax credit assets for the year under report.

PERFORMANCE REVIEW

Production and Despatches

The volume of cement production during the year was 540,240 metric tonnes compared to 728,322metric tonnes in the previous year. The clinker production during the year was 1,067,450 metric tonnes

f

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compared to 787,055 metric tonnes in the previous year. The total sale of cement during the yearwas 591,290 metric tonnes as compared to 800,927 metric tonnes in the previous year, while the clinkersale during the year was 653,224 metric tonnes compared to 90,319 metric tonnes in the previousyear. Cement production and sales during the year were lower by 26 percent and 26 percentrespectively compared to the previous year due to self restrictions in cement despatches to lowrealisation markets.

The production of cement had to be restricted to the extent of demand for cement in Gujarat. Clinkerproduction went up substantially on account of the substantial increase in the export of clinker. Clinkerproduction and sale were higher by 36 percent and 623 percent respectively as compared to theprevious year.

Cost Reduction

The company increased the use of Pet Coke (which is cost effective and available indigenously as againsthigh cost imported coal) to over 50 percent of fuel used thereby resulting in significant savings inmanufacturing costs.

Tight controls coupled with productivity improvements and close monitoring saw decrease in powerconsumption from 91 kwh/metric tonne in the previous year to 84.2 kwh/metric tonne during the yearunder review. The fuel consumption during the year was slightly higher at 813 Kcal/kg as compared to808 KcalAg in the previous year. However, the Company could save Rs. 8/- per ton of Clinker by usageof Petcoke.

MARKETING

Gujarat

The Company's major thrust this year was to revitalize its position in the primary market of Gujarat. For theyear under review, the consumption of cement in Gujarat has been 7.38 million metric tonnes comparedto 7.53 million metric tonnes during 2001-2002, registering a decrease of nearly 2 percent.

The Company's despatches within Gujarat during the same period April 2002 - March 2003 have been519,000 metric tonnes as compared to 594,000 metric tonnes during the corresponding period last yearregistering a decrease of 13 percent since the company has withdrawn from certain markets that continueto give lower realisation.

Maharashtra

For the year April 2002 to March 2003, the consumption of cement in Maharashtra has been 14.2 millionmetric tonnes compared to 13.2 million metric tonnes during 2001-2002, registering a growth of7 percent.

The Company's dispatches to Maharashtra during the year have been 11,000 metric tonnes as comparedto 123,000 metric tonnes during last year registering a reduction of 91 percent due to lower price.

Kerala

For the year, April 2002 - March 2003, the consumption of cement in Kerala has been 5.36 millibn metrictonnes compared to 4.56 million metric tonnes in 2001-2002, a growth of 17.5 percent compared to lastyear. No dispatches were carried out to Kerala during the year under review, in view of lower contributionas compared to contribution from export due to higher cost of freight.

Rajasthan

For the year, April 2002 - March 2003, the consumption of cement in Rajasthan has increased to 6.16million metric tonnes compared to 5.21 million metric tonnes during 2001-2002, registering a growth ofmore than 18 percent.

The Company's despatches to Rajasthan during the year under review has reduced to 5,000 metric tonnescompared to 23,000 metric tonnes during the corresponding period of last year registering a reduction of78 percent.

The low prices prevalent in Rajasthan make despatches to Rajasthan unremunerative.


Exports

A total of 563,732 metric tonnes of clinker has been exported durins the year under review as comparedto 21,000 metric tonnes in the previous year. Clinker was exported to Qatar, Mozambique, Sri Lanka andthe UAE. Prosress has been made to increase the load rates at the ports. Durins the year, a maximum loadrate of 25000 metric tonnes per day (average load rate 15,962) was achieved.

REHABILITATION

During the year, the Honorable AAIFR has sanctioned a Rehabilitation Scheme for the company asprepared by the Monitoring Agency, the State Bank of India. The Rehabilitation Scheme interalia includefollowing material concessions and reliefs:

From Financial Institutions

1. Reduction in rate of interest on existing term loans w.e.f. 1.4.1997

2. Waiver of compound and penal interest w.e.f. 1.4.1997

3. Grant of fresh term loans of Rs. 28.27 crores for captive power plant.

4. Funding of interest upto 31.3.2004

5. Existing Term Loans to be repaid in 7 years starting from 1.4.2004

From Banks

1. Working Capital Term Loan comprising Drawing Power shortfall/devolved L.Cs outstanding

2. Working Capital Term Loan (WCTL) comprising interest paid on working capital facilities from 1.2.1997to 31.3.2001

3. Funded Interest Term Loan (FITL) comprising unpaid interest from 1.4.1997 to 31.3.2001 on WorkingCapital facilities

4. Waiver of Penal Interest

5. Moratorium upto March 2004 on WCTL/FITL and on interest charged on WCTL/FITL from 1.4.2001 to31.3.2004. Repayment of WCTL/FITL and interest thereon will be made in 7 years from 1.4.2004.

6. Grant of fresh term loan of Rs. 9.40 Crores for Captive Power Plant and construction of Jetty carryinginterest at PLR with moratorium upto March 2004. Repayment in 7 years from 1.4.2004.

7. WCTL & FITL to carry interest at 1% and 2% below PLR respectively.

8. Reduction in margin on Stocks and debtors.

From Gujarat Government

1. Waiver of past interest on Sales Tax, Electricity Duty and Sales Tax thereon, Turnover Tax andRoyalty dues.

2. Moratorium upto 31.3.2004 for payments of deferred Sales Tax.

3. Further interest free deferment of Electricity Duty and Sales Tax thereon on the power drawn from theState Electricity Board from 1.10.2000 till one year from the sanction of the scheme i.e. upto20.11.2003.

4. Repayment of all deferments, interest free, over a period of 7 years starting from 1.4.2004.

5. Exemption of Electricity Duty on Captive Power for a period of 10 years, considering it as a pipelineproject

The aforesaid waivers have resulted in write back of excess provision to the extent of Rs. 805.20 ..million.

The scheme is under implementation and the banks & FIs have formally sanctioned the aforesaid loans.

The Promoters have brought in Rs. 200 lakhs as their part contribution to the scheme.

Civil contracts have already been awarded for installation of two DG Sets and a Captive Jetty to handleBulk Cement, Clinker and coal.

The installation of DG Sets and subsequent generation of captive power is expected to result in savings incost of Production and Cost of Sales.


FUTURE OUTLOOK

Over the last four years, the State of Gujarat has faced various calamities in natural and other formsespecially drousht for three years, as a result of which the srowth in demand has not been very sisnificant.The Supreme Court has allowed the raisins of the Narmada Dam to the height of 110 meters and waterfrom the Narmada canals have now started reachins remote areas of Gujarat and this will reduce thedependence only on the monsoon for water and hence improve agricultural production.

The Government of Gujarat has taken up reconstruction work post earthquake, and have also providedhousing development schemes and road projects like the Golden Quadirateral Highway Project where thework is progressing.

It is estimated that the consumption in 2003-04 should be higher than that of last few years. The cement tobe used in reconstruction work has been exempt from Excise duty and Sales Tax for a further period uptoMarch 2004 and will provide a further boost in the demand for cement in Kutch.

The cement capacity in Gujarat has increased from 13.38 million metric tones in 2001-2002 to 14.38million metric tones in 2002-2003. Further with the commencement of a new cement plant with a capacityof 2.5 million tones after March, 2003 the supply overhang will increase in Gujarat. This large over capacitymay put pressure on the prices of cement during the coming year.

Whilst we look forward to a higher growth rate during the coming year, the price of cement in Gujaratcontinues to be an uncertainty.

DIVIDEND

In view of the carried forward losses, the Directors express their inability to recommend any dividend forthe year.

AUDITORS' OBSERVATIONS

In respect of remarks of Auditors, attention of members is invited to Note No. (2) of Schedule 14 of Noteson Accounts, which are self-explanatory and do not require elucidation.

PUBLIC DEPOSITS

The company has not invited and/or accepted any deposits, during the year.

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith.

COMMON SHARE TRANSFER AGENCY

The company has appointed M/s. Intime Spectrum Registry Limited, pursuant to the directions from theSEBI as Common Share Transfer Agency.

DIRECTORS

Shri K. Lalit, Shri Ml. Tandon, shall retire by rotation and being eligible offer themselves for reappointment.

During the year Shri Sampat Sridhar's nomination was withdrawn by The Industrialisation Fund forDeveloping Countries (IFU), Denmark. The Board places on record its appreciation for the valuable servicesrendered by him during his tenure as a member of the Board.

LISTING OF EQUITY SHARES

The company's equity shares are listed on the Stock Exchanges at Rajkot, Ahmedabad, Mumbai, Delhi,Calcutta and National Stock Exchange.

AUDITORS

M/s. Manubhai & Company, Chartered Accountants, Ahmedabad, the Auditors of the Company, are dueto retire in accordance with the provisions of the Companies Act, 1956 and being eligible, offerthemselves for reappointment.

_

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COST AUDITORS

In pursuance to Order No. 52/58/CAB-98 dated 30th October, 1998 issued under section 233-B of theCompanies Act, 1956, your Directors have appointed M/s. K.G. Goyal & Co., as Cost Auditors of thecompany for the year 2003-2004 subject to the approval of the Central Government.

PARTICULARS OF EMPLOYEES

Particulars of the employees as required under section 217(2A) of the Companies Act, 1956 are not givensince none of the employees employed through out the year or for part of the financial year 2002-2003is drawing remuneration exceeding the limit specified in Section 217(2A) of the Companies Act, 1956 asamended from time to time.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors') Rules 1988 the relevant particulars are enclosed herewith inAnnexure 1, forming part of the Report.

INDUSTRIAL RELATIONS

The company continued to maintain harmonious and cordial relations with its workers, which enabled it toachieve, improved performance levels.

CORPORATE GOVERANCE

A separate report on the compliance with Clause 49 of the Listing Agreement with the Stock Exchangeson Corporate Governance and the Auditors' Certificate on its compliance forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the Operations of the Company is provided in aseparate section and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

<» These statements have been prepared in conformity with generally accepted accounting principlesand appropriate accounting standards. Judgements and estimates are reasonable and prudent.

* The accounting policies selected and applied consistently give a true and fair view of the financialstatements.

* The company has implemented internal controls to provide reasonable assurances of the reliabilityof its financial records, proper safeguarding and use of its assets and detection of fraudsand irregularities. Such controls are based on established policies and procedures and areimplemented by trained, skilled and qualified personnel with an appropriate segregation of duties.The company's internal auditors conduct regular internal audits, which complement the internalcontrols.

»

•> The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to thank the Hon'ble Board for Industrial & Financial Reconstruction (BIFR), The Hon'bleAppellate Authority for Industrial & Financial -Reconstruction (AAIFR), Government of Gujarat, FinancialInstitutions, Bankers, Shareholders, Employees, Stockists, Dealers and all others associated with itsoperations for the co-operation and encouragement extended to the company.

On behalf of the Board of Directors

R. K. Poddar M. S. GilotraMUMBAI, dated : 30.7.2003 Dy. Managing Director Managing Director


ANNEXURE - 1

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER COMPANIES(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE 1988 ANDFORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31.03.2003.

A. CONSERVATION OF ENERGY :

(a) ENERGY CONSERVATION MEASURES TAKEN :

1. Installation of Variable Frequency Drives in Cooler Fan to save electrical enersy.

2. Installation of Capacitor Bank for Improvement of power factor.

3. Pet Coke introduced as alternate fuel to reduce the cost of fuel.

4. Replacement of low efficiency fans by high efficiency fans.

(b) ADDITIONAL INVESTMENT AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR REDUCTIONOF CONSUMPTION OF ENERGY.

1. The Company proposed to implement investment proposals viz. installation of CaptivePower Plant as envisaged under the Rehabilitation Scheme sanctioned by the Hon'ble AAIFR.

2. Replacement of low efficiency machinery by high efficiency machinery.

(c) IMPACT OF THE MEASURES AT (a) AND (b) ABOVE FOR REDUCTION OF ENERGYCONSUMPTION AND SUBSEQUENT IMPACT ON THE COST OF PRODUCTION OF GOODS.

There is an improvement in consumption of fuel as well as electrical power.

(d) TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTIONAS PER FORM "A" OF THE ANNEXURE.

B. TECHNOLOGY ABSORPTION :

Efforts made in Technology absorption are given in prescribed Form B annexed.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to exports, initiatives taken to increase exports, development of newexport markets for products and export plans.

The Company has exported 4,03,085 MI clinker during the year to various countries.

2 Total foreign exchange used and earned ;

UsedEarned


R. K. Poddar M. S. GilotraMUMBAI, dated : 30.7.2003 Dy. Managing Director Managing Director

2002-2003

209.034255.22

(Rs. in Lakhs)

2001 -2002

63.08179.12


FORM - A (See rule - 2)(Form for Disclosure of Particulars with respect to Conservation of Enersy)

A. POWER AND FUEL CONSUMPTION :

2002-2003 2001-2002

1. Electricity:

a. Purchased

Unit (KWH) - Lacs 777.15 720.17

Total Amount (Rs. in Lacs) 4,318.79 4,234.26

Rate/Unit (Rs.) 5.56 5.88

b. Own Generation

I. Through diesel generator (KWH)/in Lacs) NIL NIL

II. Through Steam Turbine/Generator NIL NIL

2. Coal & Other Fuel used as Kiln fuel

I. Quantity (In Million K. Cal.) 8,67,837 6,35,940

II. Total Cost (Rs. in Lacs) 2,819.01 2,273.71

III. Average Rate (Rs. per Million K. Cal.) 324.83 357.54

3. H.S.D./LD.O.

I. Quantity (In K. Ltrs.) 43.74 97.97

II. Total Cost (Rs. in Lacs) 7.46 18.95

III. Average Rate (Rs. per K. Ltrs.) 17,055.01 19,342.66

4. Others/Internal Generation NIL NIL

B. CONSUMPTION PER UNIT OF PRODUCTION :

Cement/Clinker

I. ' Electricity (KWH/T of Cement)*

II. Diesel (Ltr/T of Clinker)

III. Coal/Petcoke (K. Cal/Kg. of Clinker)

IV. Others

2002-2003

84.27

0.04

813.00

NIL

2001-2002

89.24

0.12

808.00

NIL

Net of non-productive power of 0.64 KWH per ton of cement.


FORM - B (See rule - 2)

(Form for Disclosure of Particulars with respect to Technolosy Absorption)

A. RESEARCH AND DEVELOPMENT (RS>D) :

1. RESEARCH AND DEVELOPMENT HAS BEEN CARRIED OUT FOR IMPROVEMENT IN THEFOLLOWING AREAS :

a. Modification in raw mix design.

b. Development of additional cement grades.

c. Use of alternative fuels in the Kiln.

d. Use of alternate fuels for mining machinery.

e. Use of grinding aids for cement grinding.

2. FOLLOWING BENEFITS WERE DERIVED OF THE ABOVE R & D :

a. Savings due to optimum use of additives.

b. Savings due to reduced electrical consumption.

c. Savings in the cost of fuel.

d. Increase in production.

3. FUTURE PLAN OF ACTION :

a. Manufacturing of special grade cement.

b. Development of blended cement.

c. Development of ready mix concrete.

4. EXPENDITURE ON R 6? D :

a. Capital

b. Recurring

c. Total

d. Total R & D expenditure as a percentage of total turnover

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :

Information regarding technology imported during the last five years :

a. .Technology Imported

b. Year of Import

c. Has Technology been fully absorbed

d. If not fully absorbed, areas where this has not been taken place,reason thereof and future plan of action.

(Rs. in Lakhs)

NIL

62.71

62.71

0.37%

N. A.

N. A.

N. A.

N. A.

15


ANNEXURE TO DIRECTORS' REPORT (Contd.)Corporate Governance

A. MANDATORY REQUIREMENTS :

1.

2.

Company's Philosophy on Code of Governance :

The Company has always been committed to the principles of good corporate governancewhich interalia includes protection of shareholders rights, enhancement of shareholder value,equitable treatment of all stakeholders such as suppliers, customers and employees and toreport financial information adequately and transparently. A continuous process of delegation ofpowers commensurate to accountability, coupled with trust, faith and transparency has beenembedded in the day to day functioning. A system to effectively manage risks has beenimplemented. The Company has been disclosing detailed information on different issuesconcerned the Company's performance from time to time.

Board of Directors :

(i) COMPOSITION :

The Board of Directors comprises of a combination of Executives and Non-Executives whoare professionals in their respective fields and bring in a wide range of skills and experience.The composition and attendance at the Board Meetings held during the financial year andlast Annual General Meeting were as under:

-

Name

Shri M.N. Mehta

Shri Jay M. Mehta

Shri Sanat M. Mehta


Shri Sampath Sridhar(Nomination withdrawnby IFU w.e.f. 4.11.2002)

Dr. Nayan Desai(appointed w.e.f. 30.5.02)

Shri M.S. Gilotra

Shri Raj K. Poddar

Shri K. Lalit

Shri Ml. Tandon


Shri S.M. Kanwar,IAS (Retd.)

Shri RT. Thomas

Shri P.K. Behl

Shri Anup Banerji(nomination withdrawnw.e.f. 28.6.02)

Shri P. Niranjan (appointedw.e.f. 28.6.02)

Executive/Non-Executive

Non-Executive Chairman

Executive Vice Chairman

Non-Executive Director -TMIL Nominee

Non-Executive Director -FLS Nominee

Non-Executive Director -IFU Nominee

Non-Executive Director -GIIC/GoG Nominee

Managing Director

Dy. Managing Director

Independent Director



Non-Executive Director -BIFR Nominee

Independent Director -IDBI Nominee

Independent Director -LIC Nominee

Non-Executive Director -SBI Nominee

Non-Executive Director -SBI Nominee

No. of BoardMeetingsAttended

1

1

5

3

4

5

4

5

-

'2

5

3

5

"

2

Last AGMAttendance

(Yes/No)

No

No

No

No

No

N.A.

No

Yes

Yes

No

No

No

No

No'

No

No


(ii) MEETINGS OF THE BOARD :

Five Board Meetings were held during the year ended 31.3.2003.

Date of Board Meeting

30.5.2002

28.6.2002

30.7.2002

22.10.2002

30.1 .2003

City

Mumbai

Mumbai

Mumbai

Mumbai

Mumbai

No. of Directors Present

8

101189

OTHER DIRECTORSHIPS :

The details of other directorships and chairmanships held by the Directors of the Companyare given below :

Name(s) of Directors

Shri M.N. Mehta

Shri Jay M. Mehta

Shri Sanat Mehta


Shri Ml. Tandon

Shri K. Lallit


Shri Sampat Sridhar

Shri RT. Thomas

Shri P.K. Behl

Shri S.M. Kanwar, IAS (Retd.)

Shri P. Niranjan

Shri M.S. Gilotra

Shri Raj K. Poddar

Dr. Nayan Desai

No. of Directorshipexcluding director-

ship in PrivateCompanies/firms &Cos. Incorporated

u/s 25 of theCompanies Act

561

3

10-2

21

--11

17

Chairmanof theBoard

1

--1

----

-------

No. of otherBoard Committees

in which he/she is a member

or chairman/chair person

1(4

-

2

-

-1

-

-

-

-

-

4

4

1

(iv) RE-APPOINTMENT OF DIRECTORS

The brief particulars'of the Directors of the Company, retiring by rotation and proposed tobe re-appointed at the ensuing Annual General Meeting are as under:

Shri K. Lalit, aged 76 years, joined the Board of the Company in the year 1985. He is a retiredGovernment Official - Controller General of Accounts, Ministry of Finance, New Delhi.

Shri Ml. Tandon, aged 63 years, joined the Board of the Company in the year 1987. He is anIndustrialist and Director of number of Limited and Private Limited Companies.

Audit Committee :The Audit Committee of the Board was formed on 18.12.1989 and it comprises of4 Non-Executive Directors. Viz. Shri K. Lalit, Mr. S.M. Kanwar, Shri P.T. Thomas andShri S.V.S. Raghavan, all independent Directors. Shri K. Lalit is the Chairman of Audit Committee.Shri M.S. Gilotra, Managing Director, Shri R.K. Poddar Dy. Managing Director and Shri P. Niranjan,Nominee Director of SBI, are permanent invitees. The Sr. Vice President (Finance) & CompanySecretary also attend the Audit Committee Meeting. The Chairman of the Audit Committee waspresent at the last Annual General Meeting.

ft'


Cement LimitedThe Audit Committee's functions include reviewing the Company's internal control system, auditprocedures, compliance with statutory and regulatory requirements, financial reporting processand the disclosure of its financial information to ensure that the financial statements are true andcorrect. It also reviews the Quarterly, Half yearly Results and the annual financial statementsbefore submission to the Board. The Audit Committee effectively acts as a link among the Boardof Directors, Statutory Auditor and Internal Audit functions. During the financial year ended31.3.2003, 4 Audit Committee Meetings were held on 30.5.2002, 28.6.2002, 22.10.2002 &30.1.2003. The attendance at the Audit Committee Meetings is as under :

Name of the Director

Shri K. Lalit


Shri S.M. Kanwar

Shri P.T. Thomas

No. of Meetings attended

4

1

4

2

The Minutes of the Audit Committee Meetings are noted by the Board of Directors at thesubsequent Board Meeting.

4. Remuneration Committee :

(i) COMPOSITION

The Board at their 169th Meeting held on 30th May, 2002 constituted a RemunerationCommittee comprising of 3 Independent Directors. Viz. Shri K. Lalit, Mr. S.M. Kanwarand Shri P.K. Behl. Shri K. Lalit, Director, is nominated as Chairman of the RemunerationCommittee.

The Remuneration Committee's functions inter-alia includes (a) Review and recommendthe appointment and remuneration of Managing/Whole-time Director, and also (b) toperiodically review the remuneration- package of Managing/Whole-time Director andrecommend suitable revision to the Board of Directors. During the year no meeting washeld.

(ii) DETAILS OF REMUNERATION FOR THE YEAR 2002-2003 :

Executive Directors :

(Rs.Aacs)

Name

Shri Jay M. Mehta,Executive ViceChairman

Shri M.S. Gilotra,Managing Director

Shri Raj K. Poddar,Deputy ManagingDirector

Salary &Allowances

(Rs.)

NIL*

NIL*

7.20

Per-quisite

(Rs.)

NIL

NIL

3.09

Commi-ssion(Rs.)

NIL

NIL

NIL

Contributionto PF/Super-

annuation

. NIL

NIL

1.94_

Total

(Rs.)

NIL

NIL

12.23

* Shri Jay M. Mehta, Executive Vice Chairman and Shri M.S. Gilotra, Managing Director arealso Executive Vice Chairman and Managing Director respectively in Saurashtra CementLtd., Group Company, and drawing remuneration from that Company.

The tenure of appointment of Shri Jay Mehta, EVC, Shri M.S. Gilotra, MD is for a period of5 years from 28.5.1999 and Shri R.K. Poddar, DMD is for a period of 5 years from 3.12.1998.The Resolutions appointing Shri M.S. Gilotra MD and Shri R.K. Poddar, DMD provide fortermination of service by either side by giving six month's notice or payment in lieu ofnotice period.

18


Non-Executive Directors :

Non-Executive Directors are paid sitting fees ofBoard, Management Committee, Audit Committeeattended by them.

Rs. 1500/- for attending the meeting ofand Project management Committee etc.

Director

Shri M.N. Mehta, Chairman

Shri Sanat M. Mehta, Director

Shri S.V.S. Raghavan, Director

Shri M.L Tandon, Director

Shri K. Lalit, Director

Shri Jesper Horsholt, FLS Nominee Director

Shri Sampath Sridhar, IFU Nominee Director

Shri P.T. Thomas, IDBI Nominee Director

Shri P.K. Behl, LIC Nominee Director

Shri S.M. Kanwar, IAS (Retd.)BIFR Nominee Director

Shri P. Niranjan, SBI Nominee Director

Dr. Nayan Desai, GIIC/GoG Nominee Director

Businessrelationship with

GSCL if any

None

None

None

None

None

None

None

None

None

None

None

None

Relationshipwith other

Directors

Father ofShri Jay M. Mehta,

ExecutiveVice-Chairman

None

None

None

None

None

None

None

None

None

None

None

5. Shareholders Committee :

The Company presently has a Share Transfer Committee of Directors (to transfer etc. above 1 lakhshares) as well as a Sub-Committee of Working Directors and Sr. Vice President (Fin) & CompanySecretary (to transfer etc. below 1 lakh shares). It looks into the aspect of transfers/transmissions/demat/remat of shares issued by the Company, issue of duplicate certificates, certificates aftersplit/consolidation/renewal & redressal of investor complaints. This Committee has now beenrenamed as Share Transfer, Allotment & Shareholders Grievances Committee by the Board ofDirectors at its meeting held on 30.05.2002.

The Committee comprises of Shri M.N. Mehta, Non-Executive Chairman, Shri Jay M. Mehta,Executive Vice Chairman, Shri M.S. Gilotra, Managing Director, Shri R.K. Poddar Dy. ManagingDirector and Shri P. Niranjan, Nominee Director of State Bank of India. The Sub-Committeecomprises of Shri Jay Mehta, Executive Vice Chairman, Shri M.S. Gilotra, Managing Director,Shri R.K. Poddar, Dy. Managing Director and Company Secretary in attendance. Shri VR. Mohnot,Sr. Vice Preisdent (Fin.)- & Company Secretary is the Compliance Officer under the ListingAgreement. During the year the Committee (including Sub-Committee) had 20 meetings.

The Minutes of the Share Transfer Committee are noted by the Board of Directors at the" subsequent Board Meeting.

6. General Body Meetings :

Financial Year

2001-2002

2000-2001

1999-2000

Date

19.09.2002

20.09.2001

29.9.2000

Time

10.00AM

3.30 PM

1 0.00 AM

Venue

Registered Office of the Company

Registered Office of the Company .

Registered Office of the Company

No special resolutions were required to be put through postal ballot last year. No specialresolutions on matters requiring postal ballot as recommended under clause 49 of the ListingAgreement are placed for shareholders' approval at this meeting.

19


7. Disclosures :

(a) There were no transactions of material nature with Promoters, the Directors or thernanasement or their subsidiaries or relatives of the Directors during the year, exceptremuneration to Dy. Managing Director. There were no instances of non-compliance on anymatter related to the capital markets, during the last three years.

(b) No Penalties or strictures have been imposed on the Company by Stock Exchange or SEBIor any statutory authority on any matter related to capital markets.

(c) The Company is part of Mehta Group. The Group Companies comprising of companiesspecified below hold 41.86% of the shares of the Company. As these Companies exercisecontrol over the company, they constitute the Group as defined under Section 2(ef) of theMonopolies and Restrictive Trade Practices Act, 1969 :

1.2.

3.

4.

5.

6.

7.

8.

9.

Pranay Holdings Limited

Prachit Holdings Limited

Ria Holdings Limited

Reeti Investments Limited

Sameta Exports Pvt. Ltd.

Sumaraj Holdings Pvt. Ltd.

Sunnidhi Trading Pvt. Ltd.

Villa Trading Co. Pvt. Ltd.

Elian Finvest Pvt. Ltd.

10.

11.

12.

13.

14.

15.

16.

17.

18.

Bromeliads Finvest Pvt. Ltd.

The Mehta International Ltd.

Euro India Investments Ltd.

Exchange Management Ltd."

Clarence Investments Limited

Glenn Investments Ltd.

Hopgood Investments Limited

The Industrialization Fund forDeveloping Countries (IFU)

F.L Smidth & Co. A/5

Apart from the above, the following Companies being holding companies of one or moreof the above shareholders, may be treated as indirectly holding the equity shares of GujaratSidhee Cement Ltd.

1. Saurashtra Cement Limited

2. Industrial Constructions Ltd.

3. Sampson Limited

4. Beverley Investment Inc.

8. Means of Communication :

The quarterly, half-yearly and yearly financial results of the Company are sent to the StockExchanges immediately after they are approved by the Board. These results are published inprominent daily news papers in Gujarat and Maharashtra. The Company has not sent the halfyearly report to each household of shareholders. The Company has not made any presentationto the Institutional Investors or Analysts.

9. General Shareholders Information :

. (i) Audited results for the currentFinancial year ending March 31, 2003

(ii) Board Meeting for consideration ofunaudited results for the first threequarters of the current financial year viz.April 1, 2002 to March 31, 2003

(iii) Annual General Meeting is proposedto be held

(iv) Date of Book closure

Within three months from the end of thelast quarter as stipulated under the ListingAgreement with the Stock Exchange.

Within one month from the end of thequarter as stipulated under the ListingAgreement with the Stock Exchange.

Before end of September, 2003 at theregistered office of the Company.

Book closure normally commences 10 daysprior to date of AGM and ends immediatelyafter the date of the AGM.


(v) Listins of equity shares on Stock Exchanges at :

S. No. Name(s) of the Stock Exchange(a) Saurashtra Kutch Stock Exchange Ltd., Rajkot

(Regional Stock Exchange)(b) The Stock Exchange, Mumbai(c) The Stock Exchange, Ahmedabad(d) The Delhi Stock Exchange Association Ltd.(e) The Calcutta Stock Exchange Association Ltd.(0 The National Stock Exchange Limited

Stock Code

518029, 18029 S> 2900441123057091 7041

GUJSIDHCEM

(vi) Listing Fees .-

The Company has paid Listing Fees for the financial year 2003-2004 to all the StockExchanges where securities are listed.

(vii) Registrar & Share Transfer Agent :

As per SEBI regulation, the Company has appointed M/s. Intime Sprectrum Registry Limitedas Registrar and Transfer Agent for transfer of shares in physical as well as demat mode.Hitherto, the Company was having an in-house share transfer arrangement in respect of sharesheld in physical mode and executes transfers of securities which is audited by the PractisingCompany Secretary. It also accepts, deals with, resolves complaints of shareholders.Shareholder complaints are given top priority by the Company and are replied promptly bythe Office of the Company Secretary. Barring 11 cases, pending in courts relating to disputesover the title to shares in which the company has been made a party, the Company attendedto all of the investor grievances/correspondences with speed. No complaint is pending fromthe shareholders/investors relating to transfer of shares.

(viii) Share Transfer System :

The share transfer in physical form are processed and the share certificates returned withina period of 15 to 20 days from the date of receipt. The Company has, as per SEBIguidelines with effect from September, 2000 offered the facility of transfer cum demat.Under the same system, after the share transfer is effected, a letter is sent to the transfereeindicating the details of the transferred shares and in case the transferee wishes to dematthe shares he can approach a Depository Participant (DP) with the letter. The DP will, basedon the letter, generate a demat request which will be sent to the Company along with theoption letter issued by the Company. On receipt of the same the Company will demat theshares. In case the transferee does not wish to dematerialise the shares, he need notexercise the option and the Company will despatch the shares certificates after 30 daystime. The Company is also offering a sub division cum demat scheme for those shareholderswho are submitting their shares for sub division.

(ix) Distribution of Shareholding :

No. of equityshares held

1 - 100101 - 500501 - 1000

1001 - 50005001 - 10000

10001 - 100000100001 - 500000500001 & above

TOTAL

No. ofshareholders

2195323323

73455330644459

2727

59108

%ofshareholders

37.1439.4612.43 .. 9.02

1.090.770.050.04

100.00

No. ofshares held21,63,74077,77,01065,96,273

1,26,32,34548,75,793

1,12,15,45461,26,063

8,85,02,130*13,98,88,808

%ofshareholding

1.545.564.719.043.498.024.37

63.271 00.00

* (including partly paid shares)* 150,00,000 partly paid shares of Rs.10/- each on which Re.1 per share has been paid.


Cement Limited(x) Shareholders Profile as on 31st March, 2003

Catesory

Resident Indians &Bodies CorporateNRIsFllsFinancial InstitutionsBanksMutual FundForeisn CompanyOverseas Corporate BodiesTotal

No. ofshareholders

58468592

119872

1159108

% ofshareholders

98.921.000.020.020.010.010.000.02

100.00

No. ofshares held

9,31,11,392*5,55,8912,21,500

1,95,99,47584,400

2,69,8251,25,00,0001,35,46,325

1 3,98,88,808

%ofshareholding

66.550.400.16

14.010.060.198.949.69

100.00

(* includins partly paid shares)* 150,00,000 partly paid shares of Rs.10/- each on which Re. 1 per share has been paid.

(xi) Dematerialization of shares:As on 31st March, 2003, about 43.65% of the company's total share capital is held indematerialized form with NSDL and CDSL

(xii) GDR etc.

There are no pending GDR/ADR/Warrants or convertible instruments.

(xiii) Stock Market price data for the year 2002 - 2003 :GSCL Price on BSE

MonthApril 2002May 2002June 2002July 2002Ausust 2002September 2002October 2002November 2002December 2002January 2003February 2003March 2003

High3.454.658.107.604.204.504.005.204.804.154.253.85

Low2.502.60-4.953.103.453.603.303.303.703.503.602.65

(xiv) Stock Performance (indexed)The performance of the Company's shares relating to Bombay Stock Exchange Sensex isgiven in the chart below :

GUJARAT SIDHEE CEMENT LIMITEDApril 2002 to March 2003 9.00

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00Apr. 02 May 02

-BSE Sensex HighJul. 02 Aug. 02 Sep. 02

BSE Sensex Low

Oct. 02 Nov. 02 Dec. 02

-•- Share Price HighFeb. 03 Mar. 03

Share Price Low

22


(xv) Plant Locations .•

"Sidheegram" Off Veraval - Kodinar Highway, Dist. Junagadh, Pin Code 362 276.

(xvi) Address for correspondence :

The Company's Registered Office is situated at "Sidheegram", off Veraval-Kodinar Highway,Pin Code 362 276, Dist. Junagadh, Gujarat.

Shareholder correspondence should be addressed to Registrars & Transfer Agent :

M/s. Intime Spectrum Registry Limited(Unit: Gujarat Sidhee Cement Limited)C-13, Pannalal Silk Mills CompoundL.B.S. Marg, BhandupMUMBAI - 400 078.Tel. 25923837, Fax. 25672693Contact Person : Mr. Satyawan Kawatkar

Shareholders holding shares in electronic mode should address all their correspondence totheir respective Depository Participant (DP) regarding change of address, change of BankAccount/Bank nomination etc.

B. NON-MANDATORV REQUIREMENTS :

(a) Chairman of the Board :At present, the Chairman does not have separate office in the Company. The Corporate Office ofthe Company supports the Chairman in discharging the responsibilities.

(b) Remuneration Committee :Please refer item No. (4) under the headings Mandatory Requirements.

(c) Shareholders Rights :As the Company's half yearly results are published in English Newspaper having circulation allover India and in a Gujarati Newspaper widely circulated in Gujarat, the same are not sent toeach Shareholder.

(d) Postal Ballot :The provisions relating to Postal Ballot will be complied with in respect of matters wheneverapplicable.


R. K. Poddar M. S. GilotraMUMBAI, dated •. 30.7.2003. Dy. Mana3ins Director Managins Director

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To,The MembersGujarat Sidhee Cement Limited,MumbaiWe have reviewed the relevant records of Gujarat Sidhee Cement Limited (the Company) for the year ended 31stMarch, 2003 relating to compliance of conditions of Corporate Governance as stipulated in Clause 49 of the ListingAgreement entered into, by the Company, with the Stock Exchange. »The Compliance of conditions of Corporate Governance is the responsibility of the management. Our review waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.In our opinion and according to the information and explanations given to us, we have to state that to the best of ourknowledge, the Company has complied with the conditions of Corporate Governance stipulated in Clause 49 of theabove mentioned Listing Agreement.We state that no investor grievances are pending for a period exceeding one month against the Company as per therecords maintained by the Company and noted by the Board of Directors/Shareholders Committee.We further state that, such compliance is neither an assurance as 'to the future viability of the Company,nor as to the efficiency or effectiveness with which the management has conducted affairs of the Company.

For Manubhai & CoChartered Accountants

PLACEDATE

MUMBAI30th July, 2003

(K. C. PATEL)Partner

23

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MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

(a) Industry Structure S> DevelopmentIndia is the third largest cement producer in the world with 125 large plants spread all over thecountry. The total production capacity of the large plant in the country is around 137.53 milliontonnes per annum which includes 2.5 million tonnes capacity added during the year 2002-2003.However, there are more than 56 cement companies in the country which makes it a highlyfragmented industry.

(b) Opportunities 6? ThreatsCement Industry is likely to have a higher growth of about 10% due to Government's initiatives fordevelopment of Housing and Infrastructure including roads and highways. The continued thrust onhousing is demonstrated by the continuation of interest deduction on housing loan under the IncomeTax Act and exemption of income from housing projects for construction. The thrust on infrastructurecontinues with the announcement of construction of 48 new roads.

However, increase in excise duty, high cost of electrical energy.and poor infrastructure facilities fortransport would result in continued pressure on profitability.

(c) Segment Review and AnalysisIt is a single product company.

(d) Risks and concernsThe low price of cement prevailing over the last few years has taken a very heavy toll on the financialhealth of the Indian Cement Industry. While the cement price stagnated or declined, prices of all otherconstruction materials rose by over 20% during the last few years. It is in the long term interest ofboth consumers and the producers that cement is available at a fair price everywhere in the. countryin abundant quantity to meet the growing needs of the economy.Cement Industry is highly energy intensive with power and coal alone accounting for around 60% ofthe variable cost. The power drawn from Gujarat Electricity Board for cement production is at a veryhigh cost which is perhaps highest in India.

OutlokThe long term outlook for the Cement Industry is encouraging. The demand for cement from theGovernment and private sector should continue to increase from time to time because ofcontinuation of fiscal incentives offered by the Government in the Finance Act, 2003 for the housingsector and concretisation of roads could accelerate the demand.Even though India is the 3rd largest cement producer of the world, per capita consumption ofcement in the country is only around 103 kgs. as against the world average of 260 kgs. The per capitaconsumption of China is more than 400 kgs whereas many of the developed countries are stillachieving per capita consumption in excess of 500 kgs. Cement consumption is rightly considered abarometer of the economy of a country. It is obvious that for a developing country like ours, cementconsumption would need to grow at a rate significantly higher than the growth rate of GDP. Just toachieve the world average per capita cement consumption, production and consumption of cementin the country need to grow by more than two and a half times of the current levels.With the Government's announcement of construction of 48 new roads measuring 10,000 Kms,modernization of two airports and two sea ports and a small reduction in rail freight rates for cementand clinker, the cement industry sees a positive outlook in the coming years. The industry is alsolooking hopefully at recent signals indicating a revival in industrial growth and investment, after theprolonged sluggishness of recent years.

(e) Internal Control Systems and their adequacyThe Company has adequate system of internal control relating to purchase of stores/raw materialsincluding components, plant and machinery,-equipment and other similar assets and for the sale ofgoods commensurate with the size of the company and nature of its business. The Company hasInternal control system for speedy compilation of accounts and management information reports andto comply with the applicable laws and regulations.The existing Audit Committee ensures proper compliance with provisions of the listing agreementwith the Stock Exchanges and the relevant provisions of the Companies Act.

(f) Company's Financial Performance 6> AnalysisThe Company has had a chequered past since inception. With frequent breakdowns in the plant 6>machinery in the past resulting into lower capacity utilisation coupled with low prices, the company


incurred huge losses and it became a sick Company and was registered with Hon'ble Board forIndustrial 6> Financial Reconstruction (BIFR) under The Sick Industrial (Special Provisions) Act, 1985. Therehabilitation scheme was sanctioned vide order dated 26th October, 1993 of the Hon'ble BIFR. Alloperational parameters as envisaged under the sanctioned scheme were achieved by the Company.However, due to continuous drought for two years followed by a massive earthquake on26th January, 2001 in the State of Gujarat and civic riots in the state adversely affected the Company'soperations and the Company's net worth went into negative before the Company was de-registeredby the Hon'ble BIFR. The selling prices of the cement has not increased commensurate with increasein the cost of production as was envisaged in the scheme.

Finally, after giving due consideration to suggestions/objections of all the parties concerned, theHon'ble AAIFR on 21.11.2002 sanctioned the Rehabilitation scheme. The Rehabilitation Schemeinter-alia includes the following proposals for reduction in cost of production and financing cost byway of:(a) setting up of captive power by installation of DG sets.(b) setting up of captive jetty.(c) Reliefs and concessions from State Government of Gujarat, Financial Institutions and Banks.(d) The Hon'ble AAIFR had ordered to extend the period of repayment of all the installments by one

year i.e. now payable effective from 1.4.2004.

Barring any unforeseen circumstances, the Management is confident, after implementation of theproposed Rehabilitation Scheme, the Company would be able to generate sufficient returns to makeits net worth positive in future.

(3) Human Resource Development/Industrial RelationsThe Company believes that its Human Resources are its most valuable asset. Its HR Mission is tobecome a Total Quality Organisation. In quest of that we are committed to empowering everyemployee to make continuous improvement relating to internal and external customer satisfaction andthereby enhance his potential for development.In pursuance of good corporate governance, we practice Values of Respecting the individual rightsand dignity of people, Upholding integrity of self and that of the customers, Being team players,Behaving in a professional manner, Recognising merit as the main criterion for growth anddevelopment and creating an open environment for ideas /suggestions.The Company continues to take steps for involvement, education and development of employeesand continues to benchmark with the best practices of suggestion schemes, TPM, ManagementAction teams, Employees training, HR Audit, Employee Satisfaction Survey etc. as well as installingeffective systems for improving the productivity, quality and accountability at all levels in line with thebusiness strategy.The Company is consistently focussed on staff cost control through reorganisation, rationalisation of itsdepartments.The Management places on record the contribution of employees during the year and theirwholehearted cooperation in meeting the difficult business conditions during the year.The company had 508 permanent employees as on 31.3.2003.

(h) Cautionary Statement :Statements in this report on Management's Discussion and Analysis describing the* Company'sobjectives, projections, estimates, expectations or predictions may be forward looking statementswithin the meaning of applicable security laws and regulations. The Statements are based on certainassumptions and expectation of future events. Actual results could however differ from th6seexpressed or implied. Important factors that could make a difference to the Company's operationsinclude global and domestic demand supply position, raw material cost and availability, changes inGovernment regulations and tax structure, economic development in India.

The Company assumes no responsibility in respect of forward looking statements which may beamended or modified in future on the basis of subsequent developments, information or events.


R. K. Poddar M. S. GilotraMUMBAI, dated : 30.7.2003 Dy. Managins Director Managing Director

_


Cement LimitedAUDITORS' REPORTToThe Members ofGUJARAT SIDHEE CEMENT LIMITED

(1) We have audited the attached Balance Sheet of GUJARAT SIDHEE CEMENT LIMITED as at 31st March, 2003 andalso Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statements forthe year ended on that date. These financial statements are the responsibility of the Company's manasement. Ourresponsibility is to express an opinion on these financial statements based on our audit.

(2) We conducted our audit in accordance with auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statement. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

(3) As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988 issued by the CentralGovernment of India in terms of sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the annexure referred to above, we report that :

(I)

(ID

(III)

(IV)

(V)

The Company is a sick industrial company within the meaning of clause (o) of Sub Section (1) of section3 of the Sick Industrial Companies (Special Provisions) Act^ 1985 and is registered with Board ForIndustrial and Financial Reconstruction (BIFR). The Company's accumulated losses as on 31st March, 2003are Rs. 177.41 crores as against paid-up capital and free reserves of Rs. 126.71 crores. In view of thesanction of a rehabilitation scheme vide order dated 21st November, 2002 by The Hon'ble AppellateAuthority for Industrial and Financial Reconstruction (AAIFR) as mentioned in note 2 of Schedule 14, theaccounts are prepared on the basis that the Company is a going concern;

We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

fn our opinion, proper books of accounts as required by law, have been kept by the Company so far asappears from our examination of those books;

The Balance Sheet and Profit 8> Loss Account dealt with by this report are in agreement with the books ofaccount-

our opinion, the .Balance Sheet and Profit &> Loss account dealt with by this report complywith the accounting standards referred to in sub-section (3Q of section 211 of the Companies Act, 1956;

(VI) On the basis of written representations received from the directors, as on 31st March, 2003 and taken onrecord by the Board of Directors, and having regard to clarification issued by Ministry of Law, Justice and

Company affairs vide General Circular No. 8/2002 dated 22/03/2002 exempting nominee directorsappointed by public financial institutions, central and state governments as well as banks, we report thatnone of directors is disqualified as on 31st March, 2003 from being appointed as a director in terms ofClause (g) of sub Section (1) of Section 274 of the Companies Act, 1956;

(VII) As mentioned in Note no. 8 of Schedule 14, the Company has accounted for deferred tax credit ofRs. 9,652.85 lacs based on virtual certainty of getting set off of unabsorbed tosses and depreciation in

. future years in view of the position set out in the said note.

In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts give the information required by the Companies Act, 1956 in the manner so required, and give atrue and fair view in conformity with the accounting principles generally accepted in India :

(a) in the case of Balance Sheet of the state of affairs of the Company as at 31 st March, 2003,

(b) in the case of Profit & Loss Account of the Profit for the year ended on that date; and

(c) in case of cash flow statement, of the cash flows for the year ended on that date.

For MANUBHAI 6> COMPANYChartered Accountants

PLACEDATE

MUMBAI30th May, 2003

(K. C. RATEDPartner

26


ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph (3) of our report of even date]

1. The Company has maintained proper records showing full particulars including quantitative details and situation offixed assets. All the assets have been physically verified by the management during the year. As informed to us, nomaterial discrepancies were noticed on such verification.

2. None of the fixed assets have been revalued during the year.3. The stock of finished goods, stores, spare parts and raw materials have been physically verified during the year by

the management. In our opinion, the frequency of verification is reasonable.4. The procedures of physical verification of stocks followed by the management are reasonable and adequate in

relation to the size of the Company and the nature of its business.5. As informed to us, discrepancies noticed on verification between the physical stocks and the book records were

not material and the-same have been properly dealt with in the books.6. On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair and

proper in accordance with the normally accepted accounting principles, and is on the same basis as in thepreceding year

7. The Company has not obtained loans from companies, firms or other parties listed in the register under section301 of the Companies Act, 1956. In terms of sub section (6) of section 370 of the Companies Act, 1956,provisions of the Section are not applicable to the Company.

8. The Company has not given loans to companies, firms or other parties listed in the register maintained undersection 301 of the Companies Act, 1956. In terms of sub section (6) of Section 370 of the Companies Act,1956, provisions of the Section are not applicable to the company.

9. The Company has not given loan to any party except interest free loans to staff who are repaying the principal asstipulated. In respect of advances in the nature of loan given to a party in the earlief year, the party is not repayingthe amount as per stipulation. In our opinion, reasonable steps have been taken by the Company for recovery ofprincipal and interest.

10. In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the company and the nature of its business for purchase of plant andmachinery, equipment and other assets and with regard to sale of goods.

11. According to the information and explanation given to us there were no transactions of purchase of goods,materials and services aggregating during the year Rs. 50,000 or more- in respect of each party listed in the registermaintained u/s. 301 of the Companies Act, 1956.

12. As informed to us, no part of stores, raw materials and finished goods have been determined as unserviceable ordamaged during the year.

13. The Company has not accepted the deposits from the public, with in the meaning of the provisions of section58 A of the Companies Act, 1956. and rules framed there under.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of scrape.The Company has no by-products.

15. The Company has appointed a firm of Chartered Accountants as its internal auditor. In our opinion, the system ofinternal audit is commensurate with the size of the Company and the nature of its business.

16. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by theCentral Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956in respect of Cement produced by the Company are of the opinion that prima facie the prescribed records havebeen made and maintained. We have, however, not made a detailed examination of the records with a view todetermine whether they are accurate or correct.

17. According to the records of the Company, Provident Fund and Employee State Insurance due have beenregularly deposited during the year with the appropriate authorities. There were no Arrears of such dues as on31st March, 2003.

18. According to the information and explanation given to us, no undisputed amounts payable in respect of IncomeTax-, Wealth Tax, Customs duty, Sales Tax and Excise duty were outstanding as at 31st March, 2003 for a period ofmore than six months from the date they became payable.

19. According to information given to us, no personal expenses of employees or directors other than those payableunder contractual obligations or in accordance with generally accepted business practice have been charged torevenue account.

20. The company is a sick industrial company within the meaning of clause (O) of sub-section (V ofsection 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. In respect of "goods traded by the Company, we are informed that there were no damaged goods.

For MANUBHAI & COMPANYChartered Accountants

PLACE : MUMBAI (K. C. PATEL)DATE : 30th May, 2003 Partner


BALANCE SHEET as at 31st March, 2003

1. SOURCES OF FUNDSShareholders' Funds :

Share CapitalAdvance Call MoneyReserves & Surplus

Loan Funds :Secured LoansUnsecured Loans

Total

II. APPLICATION OF FUNDSFixed Assets :

Gross BlockLess: Depreciation

Net BlockCapital Work-in-Progress

Investments (At cost- Unquoted)In Government Securities6 Years National Savings Certificates (kept asSecurity Deposit with Government Authorities)

Current Assets, Loans & Advances :

InventoriesSundry DebtorsCash & Bank BalancesLoans 5? Advances

Less: Current Liabilities & Provisions

Net Current Assets

Deferred Tax AssetsMiscellaneous Expenditure (To the extent notwritten off or adjusted)Profit S> Loss Account

Total .

NOTES FORMING PART OF THE ACCOUNTS

As per our attached Report of even date

For MANUBHAI S> CO.Chartered Accountants

(K.C. PATEL)Partner

Mumbai, Dated 30th May, 2003

(Rs. in Lacs)

As at As atMarch 31, 2003 March 31, 2002

Schedule Rs. Rs.

1 12,644.18 12,644.1850.00

2 26.95 26.95

34

5

6

7

14(8)

8

14

For and on behalf of tt

JAY MEHTAS.M. KANWARM.L. TONDONP.K. BEHLK. LALITP. NIRANJANP.T. THOMAS 'M.S. GILOTRARAJ K. PODDARV.R. MOHNOT

Mumbai, Dated 30th M

12,721.13

7,291 .0917,444.80

24,735.89

37,457.02

18,737.6212,218.47

6,519.15115.19

6,634.34

0.43 ,

1,482.542,097.371,056.421,561.12

6,197.452,804.72

3,392.73

10,027.509,652.85

35.8317,740.8437,457.02

12,671.13

7,589.0324,544.52

32,133.55

44,804.68

18,667.8811,290.57

7,377.31102.64

7,479.95

0.43

1,639.672,419.21

908.301,041.13

6,008.312,863.50

3,144.81

13,294.01

71.6734,107.82

44,804.68

le Board

Directors

Managing DirectorDy. Managing DirectorSr. Vice President (Finance) &Company Secretary

ay, 2003


PROFIT AND LOSS ACCOUNT for the year ended 31st March, 2003

(Rs. in Lacs)

For the year For the yearMarch 31, 2003 March 31, 2002

Schedule Rs. Rs.INCOME

Sales 17,122.16 17,284.34

Other Income 9 597.95 207.31

Increase/CDecrease) in Stocks 10 (170.01) (446.00)

Total . . .

EXPENDITURE

Manufacturing and Other Expenses 1 1

Excise Duty

Interest 1 2

Total . . .

Loss for the year before Depreciation andMiscellaneous expenditure written off

Depreciation and Miscellaneous expenditurewritten off 1 3

Loss before Tax and Extra-ordinary Items

Extraordinary item :

Provision no more required written back(See note 2 of Schedule "14" - Notes on accounts)

Net profit/(Loss) before Taxation

Deferred Tax Credit 14(8)(See note 8 of Schedule "14" - Notes on accounts)

Provision for Wealth tax

Net profMLoss) for the year

Prior period adjustments : Credit

Loss brought forward from previous year

Balance of Loss carried to Balance Sheet

Basic & diluted Earnins per share beforeextra-ordinary items 14(14)

Basic &> diluted Earnin$ per share afterextra-ordinary items ' 14(14)

NOTES FORMING PART OF THE ACCOUNTS 14

As per our attached Report of even date For and on behalf of tl

For MANUBHAI & CO. JAY MEHTAChartered Accountants S.M. KANWAR

M.L. TONDONP.K. BEHL

(K.C. PATEL) K. LALITPartner P. NIRANJAN

DT TUOUAC

17,550.10 17,045.65

15,300.45 13,911.85

1,943.27 2,465.05

668.23 2,888.11

17,911.95 19,265.01

- (361.85) (2,219.36)

975.06 971.10

(1,336.91) (3,190.46)

8,051.98

6,715,07 (3,190.46)

9,652.85

(0.93) (1.03)

16,366.99 (3,191.49)

113.26

34,107.82 31,029.58

17,740.84 34,107.82

6.58 ' (2.43)

12.95 (2.43)

le Board

1 Directors

M.S. GILOTRARAJ K. PODDARV.R. MOHNOT

Manasing DirectorDy. Managing DirectorSr. Vice President (Finance) &Company Secretary

Mumbai, Dated 30th May, 2003 Mumbai, Dated 30th May, 2003


Cement LimitedSchedules to the Accounts

SCHEDULE 1 - SHARE CAPITAL

AUTHORISED

15,00,00,000 Equity Shares of Rs. 10 each

ISSUED

14,00,89,475 Equity Shares (Previous year14,00,89,475 Equity Shares) of Rs. 10 each

SUBSCRIBED

13,98,89,708 Equity Shares (Previous year13,98,89,708 Equity Shares) of Rs. 10 each

PAID UP12,48,88,808 Equity Shares (Previous year12,48,89,708 Equity Shares) of Rs. 10 each1,50,00,000 Equity Shares (Previous year 1,50,00,000)of Rs. 10 each, partly paid up Rs. V- each)

Less : Calls unpaid (other than from Directors)

Add : Shares forfeiture Account

Total . .

SCHEDULE 2 - RESERVES & SURPLUS

CAPITAL RESERVES

(Rs. in Lacs)

As at As atMarch 31, 20.03 March 31, 2002

Rs. Rs.

15,000.00

14,008.95

13,988.97

12,488.88

150.00

12,638.885.30

12,644.18

15,000.00

14,008.95

13,988.97

12,488.97

150.00

0.06

12,638.915.27

12,644.18

(Rs. in Lacs)

As at • As atMarch 31, 2003 March 31, 2002

Rs. Rs.

Total .

26.95

26.95

26.95

26.95


SCHEDULE 3 - SECURED LOANS

(Rs. in Lacs)


Rs. Rs.Term Loans :

a. From Banksb. Financial Institutionsc. Interest accrued and due thereon

Infrastructural development loan from GIIC LTD.

Working Capital Loan From Banks :

Cash Credit

Interest accrued and due thereon

Total

4,911.182,224.67

7,135.85154.00

1.24

1.24

7,291.09

1,773.74852.85

2,626.59

154.00

4,078.33

730.11

4,808.44

7,589.03

(a) Rupee Loans of Rs. 5,495.75 lacs (previous year Rs. 2,626.59 lacs) from Banks and Financial Institutions aresecured secured by first mortsase ranking pari passu on all movable and immovable assets of the Company, bothpresent and future (save & except book debts), subject to charges created or to be created in favour ofCompany's Bankers on movable assets and book debts for working capital borrowings. Further, such loans aresecured by second charge ranking pari passu movable assets in favour of work are further secured by thepersonal guarantee of two promoter directors.

(b) Rs. 1,640.10 lacs (Previous year Rs. Nil) being Funded Interest Term Loans from Banks and Financial Institutionsare secured by way of second charge ranking pari passu to be created on all immovable and movable assets ofthe Company, both present and future.

(c) Interest free Infrastructural term loan of Rs. 154 lacs (previous year Rs. 154 Lacs) from GIIC, LTD. is secured by wayof joint equitable mortgage on Company's immovable and movable properties, both present and future, subjectto prior charge of Financial Institutions 6> Banks.

(d) Working Capital Loans from Banks are secured by hypothecation of Inventories and book debts as well as secondcharge on company's immovable and movable properties present and future. These loans are also secured bythe personal guarantee of two promoter directors.

SCHEDULE 4 - UNSECURED LOANS

(Rs. in Lacs)


Rs. Rs.

(a) Interest free Sales-Tax Deferment Loan under Sales Tax IncentiveScheme of Government of Gujarat

(b) Interest Free Deferment as per Sanctioned Rehabilitation Scheme

(i) Sales Tax

(ii) Turnover Tax

(iii) Royalty

(iv) Electricity Duty

(v) Tax on Sale of Electricity

(c) Others :

Security Deposits

Total

680.52 825.41

9,746 21

1,140.91

495.11

4,257.66

740.67

'tf

383

17,444

72

80

14,679.38

1,766.19

495.11

5,350.59

1,011.35

416.49

24,544.52

SC

HE

DU

LE 5

—

FIX

ED

AS

SE

TS

(Rs.

in

Lacs

)

Sr.

No.

1. 2. 3. 4. 5. 6.

Des

crip

tion

LAN

D .

FREE

HO

LD

LEA

SE

H

OLD

BU

ILD

ING

S

PLA

NT &

M

AC

HIN

ER

Y

FUR

NIT

UR

E,

FIX

TUR

ES

8>

OFF

ICE

EQ

UIP

ME

NT

VE

HIC

LES

RA

ILW

AY

S

IDIN

GS

TO

TA

L

PREV

IOU

S Y

EAR

GR

OS

S B

LOC

K A

T C

OS

T

As

onM

arch

31,

2002

182.7

8

5.45

3,1

55.7

0

14,4

80.0

0

616.4

6

156.

88

70.6

1

18,6

67.8

8

18,3

97.1

7

Additi

on

A

dju

stm

ent/

Deduct

ion

—

—

—

—

11.3

9

—

29.3

7

—

41.2

2 0.0

9

0.06

12.2

1

—

—

82.0

4

12.3

0

31

3.3

1 42

.60

As

on

Marc

h 3

1,

2003

182.7

8

5.45

3,1

67.0

9

14,5

09.3

7

657.5

9

144.7

3

70.6

1

18,7

37.6

2

18,6

67.8

8

DE

PR

EC

IATI

ON

Up

toM

arch

31,

2002 — —

1,0

65.3

6

9,6

99.7

1

392.3

1

86.9

0

46.2

9

11,2

90.5

7

10,3

80.5

7

For

the

Adju

stm

ent/

Yea

r D

educt

ion

—

—

—

—

85.5

5

—

78

3.3

0

—

53.0

5

0.0

3

13.9

7 11.2

9

3.35

—

939.2

2

11.3

2

935.2

6

25

.26

Up t

oM

arc

h 3

1,

2003 — —

1,1

50.9

1

10,4

83.0

1

445.3

3

89.5

8

49.6

4

12,2

18.4

7

11,2

90.5

7

NET

As

on

Marc

h 3

1,

2003

182.7

8

5.45

2,0

16.1

8

4,0

26.3

6

212.2

6

55.1

5

20.9

7

6,5

19.1

5

7,3

77

.31

BLO

CK A

s on

Mar

ch 3

1,2002

182.

78

5.45

2,09

0.34

4,7

80.2

9

224.1

5

69.9

8

24

.32

7,3

77

.31

8,0

16.6

0

Cap

ital

Wo

rk-in

-Pro

sres

s :

Cur

rent

Y

ear

'102.6

4

23.9

3

11.3

8

115.1

9

Pre

viou

s Y

ear

45

2.8

8

23.5

1

37

3.7

5

102.

64

NO

TE:

Bui

ldin

gs in

clude

Cos

t of

Sha

res

in C

o-op

erat

ive

S

ocie

ties

Rs.

500

(P

revi

ous

Yea

r R

s. 5

00)


SCHEDULE 6 - CURRENT ASSETS, LOANS AND ADVANCES :

CURRENT ASSETS :

Inventories (As certified by the Management) :

Stores and Spares

Raw Materials

Materials-in-Process

Finished Goods

(Rs. in Lacs)


Rs. Rs.

896.59

46.39

212.27

327.29

1,482.54

886.23

43.86

663.23

46.35

1,639.67

Sundry Debtors (Unsecured) :

Exceeding six months : Considered good

Considered doubtful

Others .- Considered good

Less : Provision for doubtful debts

624.67

573.23

1,472.70

2,670.60573.23

2,097.37

915.91

481.53

1,503.31

2,900.75481.54

2,419.21

Cash And Bank Balances :

Cash and cheques on hand and in transit

Balance with Scheduled Banks :

Current Accounts

Margin Money Fixed Deposit Accounts (including Rs. 0.92 lacsinterest accrued thereon, previous year Rs. 3.05 lacs)

2.63

1,018.70

35.09

1,056.42

-2.85

854.52

50.93

908.30

LOANS 6? ADVANCES (Unsecured) :

Advances Recoverable in cash or in kind orfor value to be received.

(i) Considered good (including Rs. 9.62 lacs withdirector for travelling, maximum balance during the yearRs. 21.73 tecs, previous year Rs. NIL)

(H) Considered doubtful

Less : Provision for doubtful Advances

Tax deducted at source

Deposits

Balances with Central Excise in Current Account

Total . . .

1,062.59

37.13

1,099.72

37.13

1,062.59

9.45

474.42

14.66

1,561.12

6,197.45

560.45

37.13

59.7.58

37.13

560.45

7.80

464.21

8.67

1,041.13

6,008.31

33,


SCHEDULE 7 - CURRENT LIABILITIES 6? PROVISIONS

CURRENT LIABILITIES :Sundry CreditorsDue to Banks in current accountOther Liabilities

PROVISIONS :Wealth taxLess : Advance Paid

Gratuity

Total

(Rs. in Lacs)As at As at

March 31, 2003 March 31, 2002Rs. Rs.

2,099.505.56

563.92

2,668.98

0.93

093134.81135.74

2,804.72

1,986.601.83

769.87

2,758.30

19.2818.25

1.03104.17

105.20

2,863.50

SCHEDULE 8 - MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)

Share Issue Expenses .-Opening BalanceLess : Written-off

Total

As atMarch 31, 2003

Rs.

71.6735.8435.8335.83

(Rs. in Lacs)As at

March 31, 2002Rs.

107.5135.8471.67

71.67

SCHEDULE 9 - OTHER INCOME

Interest (TDS Rs. 8944, previous year Rs. 63030)Miscellaneous IncomeExport IncentiveExchange Rate FluctuationInsurance ClaimsProvisions no longer required, written back

Total .

(Rs. in Lacs)Year ended Year ended

March 31, 2003 March 31, 2002Rs. Rs.

6.3148.27

457.773.993.60

78.01597.95

5.8024.1276.04

11.2890.07

207.31

SCHEDULE 10 - INCREASE/(DECREASE) IN STOCK

Opening Stocks :(a) Process Stock(b) Finished Goods

Closing Stocks :(a) Process Stock(b) Finished Goods

IncreaseXDecrease) in Stock

(Rs. in Lacs)Year ended Year ended

March 31, 2003 March 31, 2002Rs. Rs.

663.2346.35

709.58

212.27327.30539.57

(170.01)

487.12668.46

1,155.58

663.2346.35

709.58(446.00)

34


SCHEDULE 11 - MANUFACTURING AND OTHER EXPENSES

Cement/Clinker purchase for ResaleConsumption of Raw MaterialsRoyalty, Cess etc.Stores and Spares consumedPacking Material consumedPower and FuelSalaries, Wages, Bonus & GratuityContribution to Provident and Other FundsEmployees' Welfare ExpensesRepairs to :

Plants and MachineryBuildingsOther

RentRates and TaxesInsurance PremiumCommission and Discount on SalesFreight outwardDirectors' Sitting FeesBusiness Promotion ExpensesAuditor's RemunerationMiscellaneous ExpensesLoss on sale of Fixed assets (net)Provision for obsolescence of stores and sparesProvision for doubtful debts/advances

Total . . .

SCHEDULE 12 - INTEREST

Interest on Term Loans

Interest on Sales Tax, Turnover tax and ElectricityDuty deferment

Other Interest

Total . . .

SCHEDULE 13 - DEPRECIATION AND MISCELLANEOUSEXPENDITURE WRITTEN OFF

Depreciation

Miscellaneous expenditure written off

Total . . .

[35

Year endedMarch 31, 2003

Rs.

1,335.05354.01459.63814.62468.19

7,137.80774.47

79.3940.15

175.73110.2453.8833.7210.14

106.08200.03

1,954.800.98

235.162.60

852.710.30

-100.77

15,300.45


Rs.

188.34

-

479.89

668.23


Rs.

939.22

35.84

975.06

(Rs. in Lacs)


Rs.

- 698.70329.02345.11749.69588.31

6,507.97742.97

83.3145.87

154.845.11

52.5247.2539.94

102.69238.94

1,998.040.57

170.662.77

680.429.73

25.58291.82

13,911.85

(Rs. in Lacs)


Rs.

393.85

1,785.35

708.91

2,888.11

(Rs. in Lacs)


Rs.

935.26

35.84

971.10


SCHEDULE — 14 NOTES TO THE ACCOUNTS

1 SIGNIFICANT ACCOUNTING POLICIES

1.1 Historical Cost Basis :

The Financial statements are prepared under the historical cost convention. These statements have been preparedin accordance with applicable mandatory Accounting Standards and relevant presentation requirements of theCompanies Act, 1956.

1.2 Revenue Recognition :

(a) The Company generally follows accrual system of accounting as required under Section 209(3) (b) of theCompanies Act, 1956. However, considering uncertainties and/or difficulties involved in estimation ofliabilities and/or final determination of refund claims filed by the Company, the following items areconsidered to be accrued and accounted only when settled or agreed to with the party and/or receipts/payments of necessary amount.

(i) Claim against Railways for shortages/damages for cement in transit,

(ii) Insurance Claims, and

(iii) Scrap Sales.

(b) Share issue expenses are deferred and included in Miscellaneous Expenditure (to the extent not written offor adjusted) are amortized over a period of 10 year.

1 3 Fixed Asset and Depreciation :

(a) Fixed assets include all expenditure of capital nature and are stated, at cost (net of Modvat/Cenvat, whereverapplicable) less accumulated depreciation.

(b) Depreciation is provided on fixed assets on straight-line method at the rates prescribed in schedule XIV tothe Companies Act, 1956.

(c) In respect of addition and sales of assets during the year, depreciation is provided on prorata monthly basis.

1.4 Inventories :

Inventories are stated -

(a) At cost or net realizable value, whichever is lower. For this purpose cost has been arrived at on the basis ofmoving weighted average.

(b) Provision for obsolescence is made whenever necessary.

1.5 Sales :

Sales figures are inclusive of excise duty, but are net of sales tax, sales returns, and rate difference adjustment.Export sales and export benefits are accounted on the basis of the dates of bills of lading.

1.6 Foreign Currency Transaction :

Transactions of foreign currency are recorded at the exchange rate as applicable at the date of transaction.Current Assets/liabilities outstanding at the close of the financial year are restated at the contracted and/orappropriate exchange rate at the close of the year and the gain/loss is credited/charged to Profit 6> Loss Account.

1.7 Retirement Benefit :

(a) Provision is made in respect of Gratuity liability based on actuarial valuation as at the year end.

(b) Retirement benefits in the form of provident fund and pension scheme whether ^pursuance of any law orotherwise is accounted on accrual basis.

(c) The Company has no Leave Encashment Scheme as a part of "Retirement Benefit Scheme". The employeesare entitled to encash their unavailed accrued leave during the course of their employment in accordancewith the Company's rules and regulations. The same is therefore accounted as and when claimed.

(d) Contribution for the employees covered under Superannuation Scheme of the Company is being made toapproved Superannuation Fund which fully covers the same under policy with Life Insurance Corporation ofIndia.

1.8 Expenses :

All material known liabilities are provided on the basis of available information/estimates.

1.9 Borrowing Cost :

Borrowing costs, attributable to the acquisition/construction of qualifying assets, are capitalised. Other borrowingcosts are charged to profit and loss account.


1.10 Taxation :

(a) Income tax charge or credit comprises current tax and deferred tax, charge or credit.

(b) Deferred tax asset or liability on timing difference are recognised using current rates and tax laws that has beenenacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised to the extentthere exists a virtual certainty that these assets can be realised in futture. Net deferred tax asset is recognisedbased on the principles of prudence. Deferred tax effects are reviewed at each Balance Sheet date.

1.11 General :

Accounting policies not specifically referred to are consistent with generally accepted accounting practice.

2. The Company is registered as a sick Company with The Board for Industrial £? Financial Reconstruction (BIFR) underThe Sick Industrial (Special Provisions) Act, 1985. The Hon'ble Appellate Authority for Industrial & FinancialReconstruction (AAIFR) has sanctioned a rehabilitation scheme resting with its order dated 21st November, 2002envisaging various relief and concessions from Government of Gujarat, Financial Institutions and Consortium ofbanks. The sanctioned rehabilitation scheme interalia provides for restructuring of debts and grant of fresh loansfor financing of cost of the Scheme. The effect of waiver, concessions, relief and restructuring of existing loanspursuant to the sanctioned scheme has been accounted for. The resultant excess provisions for interest on salestax, turnover tax, electricity duty and tax on sales, royalty, term loans from financial institutions and working capitalloans from banks including waiver of penalty for the period upto 31st March, 2002 has been written back toProfit & Loss Account as Extra Ordinary Items.

Barring any unforeseen circumstances, the Management is confident that after implementation of the proposedRehabilitation Scheme, the Company would be able to generate sufficient returns to make its net worth positive infuture.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for (net ofadvances) Rs. 16.33 lacs (Previous year Rs. 14.03 lacs).

4. Contingent liabilities not provided for in respect of : —

(a) Demand of Excise 6> Customs and Modvat Credit of Rs. 445.78 lacs (Previous year Rs. 125.31 lacs).

(b) Claims against the Company not acknowledged as debt Rs. 1064.18 lacs (Previous years Rs. 1077.02 lacs).

(c) Demand of Rajasthan Sales Tax of Rs. 60.73 lacs (Previous year Rs. 60.73 lacs).

(d) Demand of Kerala Sales Tax of Rs. 12.20 lacs (Previous year Rs. 49.60 lacs).

5. Local Gram Panchayat in earlier years had raised demands for octroi duty aggregating to Rs. 51.90 lacs. TheCompany has deposited an amount of Rs. 43.85 lacs as advance as per the order of the Hon'ble High Court. NoProvision has been made for this demand for octroi duty as the Company has preferred appeals.

6. The Public Financial institutions and Bank have a right to exercise an option for conversion of part of the loan intoequity shares of the company at par during the currency of loan agreement.

7. Based on the information available with the Company regarding the status of the suppliers as defined under the"Interest On Delayed Payment to Small Scale & Ancillary Industrial Undertaking Act 1993", Sundry Creditorsinclude Rs. Nil lacs (Previous year Rs. 1.31 lacs) due to a Small Scale and Ancillary Undertaking. There are no SSIparties whose outstanding is more than 30 Days.

8. In accordance with Accounting Standard 22 'Accounting for Taxes on Income" issued by the Institute ofChartered Accountants of India, the Company has computed Deferred Tax Assets of Rs. 11189.36 Lacs andDeferred Tax Liabilities of Rs. 1536.51 Lacs as on 31st March 2003. The financial projections of the Company havebeen evalued by State Bank of India, the Operating Agency. Such projections indicate that the unabsorbed lossesand depreciation will be absorbed in future years. Accordingly, the deferred tax effects on the following items oftiming differences have been recognized as detailed below:

As at 31-03-2003Rs. in lacs

(a) Deferred Tax Assets:

Accrued Expenses deductible on cash basis 6,053.87

Provision for Doubtful debts & advances 218.97

Unabsorbed Depreciation 4,108.95

Accumulated Business Losses 807.57

11,189.36


As at 31-03-2003Rs. in lacs

(b) Deferred Tax Liabilities:

Difference between WDV of fixed assets as per theIncome-tax Act, 1961 and the Companies Act, 1956

(c) Net Deferred Tax Assets (a - b)

1,536.51

1,536.51

9,652.85

9. The Company has been advised that in view of assessable loss under the Income Tax Act, 1961, no provision isrequired to be made for Income Tax for the year.

10. Profit & Loss Account includes Auditors Remuneration as under:

As Auditors

In Other Capacity (for certification etc.)

Reimbursement of Expenses

11. Manaserial Remuneration

(a) Remuneration to the Dy. Managing Director:Salary & AllowancesContribution to PF and other funds

Perquisites (Valued as per IT Rules, wherever applicable)

2002-2003Rs. in lacs

2.10

0.400.10

2.60


7.201.943.09

12.23


2.10

0.230.44

2.77


7.20

1.94

2.90

12.04

(b) Provision of incremental gratuity liability for the current year in respect of the director, has not beenconsidered above, since the provision is based on an actuarial valuation 'for the Company as a whole.

12. Information pursuant to provisions of para 3,4 (C) and 4 (D) of part II of Schedule VI to the Companies Act, 1956.

(a) Licence and installed capacity and production.

Class of Goods - Cement :Licence capacity *

Installed capacity (MT/PA) **

Production

— Cement (MT)— Clinker (MT) (to the extent of quantity sold)

2002-2003MT

12,00,000

5,40,2405,85,511

2001-2002MT

12,00,000

7,28,322

79,507

The Company's product is exempt from Licensing requirements under New Industrial Policy in terms ofNotification No. S.O. 477 (E) dated 25th July, 1991.As certified by the management and relied upon by Auditors, being technical matter.

(b) Purchase, Sales and Stocks : 2002-2003 2001-2002

(D(ii)

(iii)

Opening Stock — Cement

Purchased — Cement— Clinker

Sales:

Cement including 48 MT selfconsumption (Previous year 52 MT)

Clinker

1

Quantity Value Quantity •MT Rs. in lacs MT

2,564 46.35 34,90856,170 827.19 42,717

67,713 507.86 10,812

5,91,338 10,922.44 800,979

6,53,224 6,199.72 90,319

17,122.16

E

ValueRs. in lacs

668.46

621 5977.11

16,233

1,051

1915

17,284.34


(b) Purchase, Sales and Stocks : 2002-2003 2001-2002

(c)

(d)

(iv) Closing Stock — Cement(after considering, transit loss andother shortage 108 MT(Previous year 2404 MT)

Closing Stock — Clinker (Out ofPurchases)

Raw Material Consumed :(Indigenous)

(I) Limestone, Marl-Excavated by theCompany

(II) Gypsum(III) Others

Value of imported and indigenous spares

QuantityMT

7,528

1,017

ValueRs. in lacs

110.32

8.15

2002-2003

QuantityMT

14,64,50029,639

and components

ValueRs. in lacs

—119.68234.33

354.01

consumed.

2002-2003

(e)

(f)

ImportedIndigenous

CIF Value of imports :— Stores and Spares— Coal

Expenditure in Foreign Currency :Foreign TravelProfessional feesOthers

ValueRs. in lacs

146.28668.34

814.62

% toConsumption

1882

100


110.61Nil

91.586.731.21

QuantityMT

2,564

—

ValueRs. in lacs

46.35

—

2001-2002

QuantityMT

11,17,00037,086

—

ValueRs. in lacs

—162.581 66.44

329.02

2001-2002

ValueRs. in lacs

58.45691 .24

749.69

% toConsumption

892

100.00

2001-2002Rs. in lacs.

38.20Nil

7.1017.68

Nil

(g) Earnings in Foreign Currency:FOB value of Exports

13. Related Parties Disclosure:

4,255.22 179.12

(a) " Promoters combined holding in excess of 20% of paid up capital:

(1) Sumaraj Holding Pvt. Ltd.

(2) Ria Holding Pvt. Ltd.

(3) Pranay Holding Pvt. Ltd.

(4) Reeti Investment Pvt. Ltd.

(5) Prachit Holding Pvt. Ltd.

(6) Bromeliads Finvest Pvt. Ltd.

(7) Sunnidhi Trading Pvt. Ltd.

(8) Elian Finvest Pvt. Ltd.

(9) Sameta Export Pvt. Ltd.

(1 0) The Mehta International Ltd.

(1 1 ) Euro India Investment Ltd.

(12) Exchange Management Ltd.

(13) Clarence Investments Ltd.

(14) Glenn Investments Ltd.

(15) Hopgood Investments Ltd.

(16) Gujarat Industrial Investment Corp. Ltd.

(1 7) The Industrilization Fund for Developing Countries

(18) F L Smidth & Co. A/S


Cement Limited(b) Name of Key Management Personnel:

(1) Mr. Jay Mehta

(2) Mr. M. S. Gilotra

(3) Mr. R. K. Poddar

— Executive Vice Chairman

— Manasing Director

— Dy. Managing Director

(c) Particulars of remuneration paid to Mr. R. K. Poddar are given in note No. 11.

(d) Name of the transacting related party — Saurashtra Cement Limited

Description of the relationship between the parties — Common Key ManagementPersonnel

(e) Particulars of transactions are disclosed in aggregate value for the year 2002-03 as under:

Particlars

Purchase of Goods & materials

Sale of Goods & materials

Sale of Fixed Assets

Expenses for Services

Outstanding Receivable

14. Earning Per Share:

(a) Net Profit/(Loss) after tax but beforeextra-ordinary items (Rs. in lacs)

(b) Net Profit/(Loss) after tax &extra-ordinary items (Rs. in lacs)

(c) Calculation of Weighted Average number ofEquity Shares of Rs. 10 each.Number of Shares of Rs. 10 each

Number of Shares of Rs. 10 each on whichRs. 1 paid (considered 1/1 Oth numbers)

Total Number of Shares of Rs. 10 each

(d) Basic & Diluted Earning per share inrupees before extra-ordinary items

(e) Basic & Diluted Earning per share inrupees after extra-ordinary items

2002-2003Amount

Rs. in lacs

1,769.03

1,825.10

—

38.37

770.17

2001-2002Amount

Rs. in lacs

949.22

1,349.03

5.50

80.82

769.68

2002-2003

8,315.01

16,366.99

12,48,88,808

15,00,000

12,63,88,808

6.58

12.95

2001-2002

(3,078.24)

(3,078.24)

12,48,89,708

15,00,000

12,63,89,708

(2.43)

(2.43)

The impact of advance call money of Rs. 50 lacs received in February, 2003 is insignificant on earning per shareand hence diluted, earning per share has not been separately calculated.

*15. The_ Company has only one business segment 'Cement/Clinker' as primary segment. The secondary segment is

geographical segment which is given below:

Revenue — Sales:

(a) Domestic (India)

(b) Export


12,787.47

4,334.69


17,087.06

197.28

17,122.16 17,284.34

All the assets of the Company are in India only.

16. Previous year's figures have been regrouped and/or rearranged wherever necessary to make them comparablewith current years' figures.

40

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17 BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE.

I. Registration Details.

Registration No. State Code

I 0 I 4 I| 2 | 2 | 4 | 5Balance Sheet Date

3 | 1 | | 0 | 3 I

Capital raised during the year (Amount in Rs. Thousands)

Public Issue Right Issue

" ' " "L i I I I I i N l l I tBonus Issue Private Placement

I N l l HI L

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

Total Liabilities Total Assets

7 | Q | 2 |I 3 I 7 I 4 I 5 I 7 I oTgl

SOURCES OF FUNDS

Paid-up Capital

• 3 1 7 1 4 1 5

Advance Call Money

I 2 | 6 | 4 4 1 5 i Q l o l Q l

Reserves & Surplus

I I Jg l 6 l 9 "T5 lUnsecured Loans

Secured Loans

I I 7 l 2 l 9 h l 0 l 9

V.

APPLICATION OF FUNDS

Net Fixed AssetsI I 6 16 I 3 14 I31T1

Net Current Assets

I | 3 l 3 l 9 l 2 l T T 3 lDeferred Tax Assets

Investments

9 6 5 2 8 I 5

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

Turnover

I 1 I 7 I 5 I 5 I 0 I 1T01

Loss (-) before tax

I - I 1 1 3 I 3 I 6 I 9TT1

Earning per Share in Rs.

I I M I 2 l . I9TI1

Generic names of Three Principal Products/Services of Company (as per monetary terms)

Item Code No.(ITC Code)

Product Description

4 3

Misc. Expenditure3 5 8 3

Accumulated Losses1 7 7 4 0 4

ids)

Total Expenditure

1

1

8 8 8 7 0 1

Profit after tax6 3 6 6 g 9

Dividend rate %-

0 1

Item Code No.(ITC Code)

Product Description

| ORDINARY PORTLAND CEMENT

[2 5 2 3 1 0 0 0~

CLINKER

As per our'attached Report of even date

For MANUBHAI 6> CO.Chartered Accountants

(K.C. PATEL)Partner

For and on behalf of the Board

JAY MEHTAS.M. KANWARM.L. TONDONP.K. BEHL DirectorsK. LALITP. NIRANJANP.T. THOMASM.S. GILOTRARAJ K. PODDARV.R. MOHNOT

Managing Director

Dy. Managing DirectorSr. Vice President (Finance) &Company Secretary

Mumbai, Dated 30th May, 2003 Mumbai, Dated 30th May,, 2003

41


CASH FLOW STATEMENT AS ON 31 ST MARCH, 2003 AS PER CLAUSE 32 OFTHE USTING AGREEMENT

A CASH FLOW FROM OPERATING ACTIVITIES :NET PROFITALOSS) BEFORE TAX AND EXTRAORDINARY ITEMS

ADJUSTMENTS FOR :DEPRECIATION & MISC. EXPENSES WRITTEN OFFINTERESTLOSS ON SALE OF FIXED ASSETS (NET)PROVISION FOR DOUBTFUL DEBTORS AND ADVANCES

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

ADJUSTMENTS FOR :TRADE AND OTHER RECEIVABLES

INVENTORIESTRADE PAYABLE

CASH GENERATED FROM OPERATIONSINTEREST PAIDDIRECT TAXES — WEALTH TAXPRIOR PERIOD ADJUSTMENT

NET CASH FLOW FROM OPERATING ACTIVITIESBEFORE EXTRAORDINARY ITEMSPROVISIONS NO MORE REQUIRED WRITEN BACK

NET CASH FLOW FROM OPERATING ACTIVITIES

B. CASH FLOW FROM INVESTING ACTIVITIES :PURCHASE OF FIXED ASSETS

SALE OF FIXED ASSETS

NET CASH FLOW IN INVESTING ACTIVITIES

C. CASH FLOW FROM FINANCING ACTIVITIES :PROCEEDS FROM ISSUE OF SHARE CAPITALLONG TERM BORROWINGS (Net)INCREASEADECREASE) IN UNSECURED LOANSWORKING CAPITAL FACILITIES FROM BANKS

NET CASH FLOW IN FINANCING ACTIVITIES

NET INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AS ON 01.04.2002

CASH AND CASH EQUIVALENTS AS ON 31 .03.2003

As per our attached Report of even date For and on

For MANUBHAI £? CO. JAY MEHTAChartered Accountants S.M. KANW

M.L. TOND<P.K. BEHL

(K.C. PATEL) K. LALITPartner P. NIRANJAI

P.T. THOMAM.S. GILOTRAJ K. PODV.R. MOHN

Mumbai, Dated 30th May, 2003 Mumbai, Dat

m«*!""*™

^& 1m

Rs. in lacs2002-03 2001-02

(1,336.91) (3,190.46)

975.06 971.10668.23 2,888.11

0.30 9.73100.77 291.82

407.45 970.30

(298.92) (493.87)157.13 374.04

(58.78) (1,143.53)

206.88 (293.06)(71.81) (198.68)(0.93) (1 .03)

— 113.26

134.14 (379.51)8,051.98 —

8,186.12 (379.51)

(94.57) (26.70)0.67 7.61

(93.90) (19.09)

50.00 —4,320.91 —

(7,099.72) 693.31(5,215.29) (40.28)

(7,944.10) 653.03

148.12 254.43

908.30 653.87

1,056.42 908.30

Dehalf of the Board

ARDN

Directors

MS i

(A Managing DirectorDAR Dy. Managing Director"3\ Sr. Vice President (Finance) &

Company Secretary

ed 30th May, 2003


Gujarat Sidhee Cement LimitedjSIIIElj Registered Office: 'Sidheegram", Off. Veraval-Kodinar Highway

Pin 362 276, Dist. Junagadh, (Gujarat)

D. P. Id*

Client Id*

L.F. No.

No. ofShares

ATTENDANCE SLIP

I/We hereby record my/our presence at the 30th Annual General Meeting of the Company held at theRegistered Office of the Company at "Sidheegram", Off. Veraval-Kodinar Highway, Dist. Junagadh (Gujarat)at 10 A.M. on Thursday, the 25th September, 2003.

NAME OF THE SHAREHOLDER(IN BLOCK LETTERS)

SIGNATURE OF THE SHAREHOLDER

NAME OF THE PROXY" (IN BLOCK LETTERS)

SIGNATURE OF THE PROXY

* Applicable for investors holding Shares in Electronic formNOTE:1. You are requested to sign and hand over this slip at the entrance to the Meeting Venue.

2. If you intend to appoint a proxy to attend the Meeting instead of yourself, the proxy must bedeposited at the Registered Office of the Company not less than 48 hours before the time for holdingthe Meeting.

(Tear here)

Gujarat Sidhee Cement LimitedISIDlii] Registered Office.- 'Sidheegram", Off. Veraval-Kodinar Highway

Pin 362 276, Dist. Junagadh, (Gujarat)

D. P. Id*

Client Id*

L.F. No.

No. ofShares

I/We.

FORM OF PROXY

.of.

in the district of , being a Member/Members of Gujarat Sidhee Cement 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 and on my/our behalf of the 30th Annual General Meetingof the Company to be held at 10 A.M. on Thursday, the 25th September, 2003 and" at any adjournmentthereof.

Signed this day of 2003.

Signature...

* Applicable for investors holding Shares in Electronic form


BOOK-POST

If undelivered please return to:

SIDHEECEMENT

Gujarat Sidhee Cement LimitedRegistered Office :"Sidheesram",Off. Veraval - Kodinar Hishway,Pin Code 362 276,Dist. Junagadh,(Gujarat)

vakils

SIDIEE CEMENT

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