KESORAM INDUSTRIES LIMITED

Transcription

ANNUAL REPORT &
ACCOUNTS 2009-10
M eetin
website : www. kesocorp.com
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2009-10
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ANNUAL REPORT & ACCOUNTS
S
BK
B K BIRLA GROUP OF COMPANIES
The Group Logo - As represented by the 21st Century Atlas
Atlas, the Titan - Collective Strength
Atlas,bearer of the heavens is synonymous with vast, all encompassing strength and is
used to symbolise the Group’s own collective strength. It reflects the combined qualities
of astute and dynamic management while emphasising the Group’s tenacity, consistency, reliability and overall leadership.
The Sun - Enlightenment and Growth
The Sun, as a source of infinite energy and inspiration, is used here in conjunction with
the Atlas head to represent the vitality and powerful presence of the Group - both in its
industrial prowess and its financial, technological and intellectual skills.
The Earth Segments - Diversified Activities
Each of the latitudes around the Titan represent various sections - industrial, agricultural,
financial and other activities of the Group. As with the infinite variety of the world, so is
the strength of the Group, made up of its diverse activities.
The Globe - Global Vision
The Group’s global presence and vision is reflected in the entirety of the Earth’s sphere.
The Base - Solid Foundations
The strength of the entire edifice depends upon the strength of the foundation embedded in the bedrock, represented here by the Group Name.
The Symmetry - The Resilience, Versatility, and Stability
Seen in its entirety, each of the elements -Atlas, the Sun, the Earth divisions, the Globe
and the Base, together sum up a well conceptualised and balanced conglomerate.
Shri Basant Kumar Birla
Chairman
Strong Foundation
Sustained Growth
Proven Leadership
2009-10
Message of the
CHAIRMAN
Dear Fellow Shareholders:
W
hereas the Global economy was slowly limping back to normalcy,
2009 – 10 was a landmark year for Kesoram. The turnover of your
company has crossed the Rs 5000 crore mark for the first time.
Your company’s core business segments – Cement and Tyre – have shown
impressive growth.
The cement units have posted the highest ever production figures. The Tyre
section has shown commendable growth in domestic sales and exports – with
an increase in market share.
Another significant achievement has been the scheduled completion of
expansion projects. At Vasavadatta Cement, the 4th Unit and a Thermal Power
Plant started commercial production in August 2009 and your Company’s
world-class Greenfield facility for Tyres at Haridwar, Uttarakhand, started
commercial production of Truck/Bus Radial Tyres and Motor Cycle/ LCV Tyres
during the year.
Your company has also faced challenges very successfully. The surplus capacity
in the Indian Cement Industry via-a-vis the growth rate in infrastructure has
put pressure on profits. Steep increase in raw material prices in last two
quarters of the year adversely affected the Tyre Industry.
All the above indicates that your Company is now poised to reap the benefits
of oncoming economic growth in the country. Steady Government thrusts on
infrastructure, increased spending on social measures as well as on employment
generation are all factors that will provide further impetus to the growth of
the Indian economy.
I extend my thanks to my colleagues and all employees and other stakeholders
who have made what Kesoram is today and will be taking it to the next higher
level tomorrow.
I sincerely thank my fellow shareholders for their continuous support.
Basant Kumar Birla
1
91
st
&
ANNUAL REPORT
ACCOUNTS
Registered Office
2009-10
8th Floor, Birla Building
9/1, R. N.Mukherjee Road
Kolkata – 700 001
Phone No
: 033-22435453/22429454
Fax No
: 033-22109455
Email
: [email protected]
Bankers
State Bank of India - Lead Bank
Allahabad Bank, BNP Paribas, Canara Bank, Citibank N. A.,
HDFC Bank Ltd., Hongkong and Shanghai Banking Corpn. Ltd.,
ICICI Bank Ltd., Induslnd Bank Ltd., Standard Chartered Bank,
State Bank of Hyderabad, UCO Bank, DBS Bank Ltd. and
YES Bank Ltd.
Auditors
Messrs Price Waterhouse
Share Transfer Agent
MCS Ltd., (Unit : Kesoram Industries Ltd.)
77/2A, Hazra Road, Kolkata – 700 029
Phone No
: 033-24767350 to 54 / 24541892 to 93
Fax No
: 033-24541961 / 24747674
E-mail
: [email protected], [email protected]
Shareholders seeking information on accounts published herein are
requested to send their queries to the Company at least 10 days
before the date of the Meeting.
Members are requested to bring at the meeting with them, the
printed copy of Annual Report & Accounts being sent to them along
with the Notice to avoid inconvenience.
2
2009-10
CONTENTS
9
Notice
14
Report of Directors
20
Report on Corporate Governance
31
Report on Management Discussion and Analysis
34
Particulars of Employees
37
Statement on Conservation of Energy etc.
41
Summarised Balance Sheet of last five years
42
Summarised Profit & Loss Account for last five years
43
Auditors’ Report
48
Balance Sheet
49
Profit and Loss Account
50-88
Schedules ‘1’ to ‘18’
89
Cash Flow Statement
91
Balance Sheet Abstract
3
Board of
DIRECTORS
Chairman
Shri Krishna Gopal Maheshwari
Shri Bhagwati Prasad Bajoria
Shri Pesi Kushru Choksey
Shri Amitabha Ghosh
Shri Govind Ballabh Pande
Shri Prasanta Kumar Mallik
Smt. Manjushree Khaitan
Shri Deepak Tandon
(Nominee of LICI)
4
(Whole-time Director)
2009-10
Team of
EXECUTIVES
Shri K. C. Jain
CORPORATE OFFICE
Shri S. R. Chamaria
Manager of the Company &
Sr. President-Cement Sections
Sr. Joint President (Accounts & HRD)
Shri U. S. Asopa
Sr. Joint President (Commercial)
Chief Financial Officer &
Sr. Joint President (Finance)
Sr. Joint President (Marketing-Cement Sections)
Shri S. K. Patodia
Company Secretary &
Sr. Vice President (Commercial-Tyre Sections)
Shri Suresh Sharma
Shri Yashwant Mishra
Shri G. K. Ojha
Sr. Vice President (Secretarial)
Shri Vikash Agarwal
Sr. Vice President (Taxation)
BIRLA TYRES SECTIONS
VASAVADATTA CEMENT SECTION
Shri R. K. Shah
Shri A. K. Uppal
Shri Anoj Agarwal
Shri Anupam Dutta
Shri Praveen Mehta
Shri P. K. Mitra
Shri Arindam Gupta
Shri S. C. Sood
Shri Kanti Chaudhury
Shri D. S. Bindra
Shri P. R. Sharma
Shri C. K. Jain
Shri P. S. Rao
Shri O. P. Sharma
Shri I. K. Purohit
Shri R. K. Gandhi
Shri B. K. Sharma
Shri Rajesh Garg
Shri S. G. Karwa
Joint President (Commercial)
Joint President (Marketing)
Joint President (Works)
Joint President (Technical)
Vice President (Sales)
Vice President (Engineering)
Vice President (Production)
Vice President (Commercial)
Vice President (Production)
President
Joint President
Joint President (Engg. & PP)
Joint President (Projects)
Sr. Vice President (Commercial)
Sr. Vice President (Marketing)
Vice President (PQC)
Vice President (Mechanical)
Vice President (Mines)
Vice President (Finance & Accounts)
RAYON & TRANSPARENT PAPER SECTIONS
KESORAM CEMENT SECTION
Shri V. N. Chandak
Shri J. P. Bohra
Shri S. C. Tripathy
Shri A. K. Kejriwal
Shri S. V. Tapadia
Shri K. L. Narayana Rao
Shri Mahesh Agarwal
Shri Ashok Ostwal
Shri Ch.S.Nageshwar Rao
President
Sr. Joint President
Sr. Vice Presdent (Marketing)
HINDUSTHAN HEAVY CHEMICALS SECTION
Shri M. L. Bhattacharya Sr. Vice President (Works)
Shri H. R. Dudhoria
Vice President (Commercial)
Joint President (Finance & Admn.)
Sr. Vice President (Technical)
Sr. Vice President (Sales & Marketing)
Vice President (PQC)
SPUN PIPES SECTION
Shri Sadhan Sarkar
Dy. General Manager
5
Performance
HIGHLIGHTS
The following highlights for the year under review are given in comparison to
immediate previous year:
Gross Sales have risen from Rs.4292.07 Crore to Rs.5020.63 Crore.
Gross Profit has increased from Rs.520.99 Crore to Rs.648.29 Crore
Dividend per share is maintained at last year’s rate i.e. Rs.5.50 per share.
Increased net worth from Rs.1330.10 Crore to Rs.1540.24 Crore.
The Charts below show the current year’s Segment-wise Sales and last five years’ position.
Gross Sales
Segment-wise Sales
5.16%
56.76%
5020.63
6000
Rs./Crore
38.08%
4292.07
5000
3440.32
4000
3000
2516.46
1877.82
2000
1000
0
Tyre
Cement
Rayon, T.P. & Chemicals
2005-06
5
400.09
400
300
200
2005-06
4
3
Rs./Crore
2007-08
2008-09
5.50
1
2006-07
2007-08
2008-09
2009-10
0
2005-06
2006-07
2009-10
Year
Price Earning Ratio (P/E Ratio)
1540.24
1750
1500
25
21.21
20
1250
981.92
1000
15
1330.10
654.43
750
10
416.05
5.90
5
250
7.23
4.67
1.63
0
2005-06
2006-07
2007-08
Year
6
5.50
4.00
Net Worth
0
5.50
3.00
Year
500
2009-10
2
132.51
100
0
6
Rs.
Rs./Crore
648.29
520.99
500
2008-09
Dividend per Share (DPS)
641.80
600
2007-08
Year
Gross Profit
700
2006-07
2008-09
2009-10
2005-06
2006-07
2007-08
Year
2008-09
2009-10
2009-10
View of New Units
COMMENCED PRODUCTION IN THE YEAR
Green Field Project of Birla Tyres
at Haridwar in Uttarakhand
Tyre Testing and R&D Building - Unit III
Radial Tyre Building Machine - Unit III
Pre-Heater, Coal Mill, Raw Mill Silo & Bag
House - Unit IV of Vasavadatta Cement at
Sedam in Karnataka.
Motor Cycle Tyre Curing Section - Unit IV
7
AWARD
Shri K. C. Jain, Sr. President (Cement Sections) & Manager of the Company, receiving
the FAPCCI Award for ”Excellence in workers’ welfare (2008-09)” from the Hon’ble Chief
Minister of Andhra Pradesh, Shri K. Rosaiah at Hyderabad on 5th April, 2010.
8
2009-10
NOTICE
TO THE MEMBERS
NOTICE is hereby given that the Ninety-first Annual General Meeting of KESORAM INDUSTRIES LIMITED will be held on Thursday,
the 1st July, 2010 at 11.00 a.m. at “Kala-Kunj”, 48, Shakespeare Sarani, Kolkata -700017, to transact the following business:
GENERAL BUSINESS
1.
To consider and adopt the Reports of the Auditors and the Directors and the Audited Accounts of the Company for the year ended
31st March, 2010.
2.
To confirm the payment of Interim Dividend on Ordinary Shares declared by the Board of Directors in its meeting held on 30th
October, 2009.
3.
To declare final Dividend on Ordinary Shares for the year ended 31st March, 2010.
4.
To appoint Directors in place of Shri.K. G. Maheshwari and Shri G. B. Pande, who retire by rotation and being eligible, offer
themselves for re-election.
5.
To appoint Auditors and fix their remuneration.
SPECIAL BUSINESS
To consider and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions:
6.
“RESOLVED that superseding the earlier resolution passed without prejudice to the powers of the Board of Directors of the
Company under the provisions of Section 293(1)(e) of the Companies Act, 1956, the Board be and is hereby authorized to
contribute to charitable and other funds not directly related to the business of the Company or the welfare of its employees up
to a sum of Rupees twenty five lac in each case, subject to maximum of Rupees two crore in a financial year of the Company
notwithstanding that the aggregate of such contribution made during that financial year may exceed five percent of its three years’
average profits as determined in the manner laid down in the aforesaid section.”
7.
“RESOLVED that Shri Deepak Tandon, who vacates office at the conclusion of this Annual General Meeting, be and is hereby
appointed a Director of the Company, whose office shall not be liable to retirement by rotation.
FURTHER RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311 and all other applicable provisions, if
any, of the Companies Act, 1956, read with Schedule XIII thereto and all guidelines for managerial remuneration issued by the
Central Government from time to time, the Company hereby approves the appointment by the Board of Directors (“the Board”)
of Shri Deepak Tandon as Whole-time Director of the Company for a period of five years with effect from 1st April, 2010, with
liberty to either party to terminate the appointment on three months’ notice in writing to the other, upon the following terms as to
remuneration as set out hereafter and with further liberty to the Board of Directors / any Committee thereof / Chairman of the Board
from time to time to alter the said terms in such manner as may be in the best interests of the Company, subject however to the
restrictions, if any, contained in the Companies Act, 1956, including Schedule XIII thereto as amended up to date or otherwise
as may be permissible by law, viz.:
A)
Basic Salary & Allowance per month:
i)
Basic Salary : Rs. 3,00,000/-;
ii)
Special Allowance : Rs 70,000/-;
with authority to the Board of Directors/any Committee thereof/Chairman of the Board to make annual increments in basic
salary and aforesaid Special Allowance (Basic salary not exceeding Rs.10,00,000/- per month and aforesaid Special
Allowance not exceeding Rs. 5,00,000/- per month) from time to time as may be deemed fit and appropriate.
B)
Perquisites and other amenities payable:
i)
House Rent Allowance, Company’s contributions towards Provident Fund & Superannuation Fund, Ex-gratia,
reimbursement of Leave Travel & Medical expenses for self and family, Leave with full pay and allowances, Gratuity
and Personal accident insurance premium : As per the Rules of the Company;
ii)
Cars: Chauffeur driven cars provided and maintained by the Company for the use on Company’s business and
interest on Car Loan as per Scheme of the Company;
9
iii)
iv)
Fees of the clubs: Subject to the maximum of two clubs;
Electricity, Maintenance Charges and communication facility at residence: Actual charges of electricity and
maintenance charges of Housing Society with provision of Telephone, telefax and other modern communication
facilities at residence.
C) So long as Shri Deepak Tandon functions as Whole-time Director of the Company, he will not be subject to retirement by
rotation and shall not be paid any fees for attending the meetings of the Board or any Committee thereof. However, Shri
Tandon may get the sitting fees paid / payable to other Directors for attending meeting of Board of Directors / Committee
of subsidiary(ies), if any, or companies promoted by the B.K.Birla Group.
D) That the aggregate of the basic Salary, Special Allowance and perquisites and other amenities in any financial year
shall be within the limits prescribed from time to time under sections 198, 309 and the other applicable provisions of the
Companies Act, 1956, read with schedule XIII of the said Act as may be for the time being, be in force, or otherwise as
may be permissible by law.
E) In the event of loss or inadequacy of profits in any year, the remuneration including the perquisites and other amenities
as aforestated will be paid to Shri Tandon in accordance with the applicable provisions of Schedule XIII of the Companies
Act, 1956 and subject to the approval of Central Government wherever required.”
To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolutions:
8.
“RESOLVED that pursuant to Section 314 and the other applicable provisions, if any, of the Companies Act, 1956, consent of the
Company be and is hereby accorded to Shri Deepak Tandon, Senior President of Birla Tyres Sections of the Company, who was
appointed as Additional Director under Section 260 of the Companies Act, 1956 and Article 103 of the Articles of Association of
the Company to hold place of profit in the Company as Senior President (Accounts, Finance and Taxation) besides the functions
of the Senior President of Birla Tyres (both Balasore and Haridwar Sections) to draw a basic salary of Rs.3,00,000/- per month
from 01.01.2010 to 31.03.2010 plus all other allowances and benefits as per rules of the Company applicable to the category of
a Senior President subject to the limits u/s.309 read with Schedule XIII of the Act.”
9.
“RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions of the Companies Act, 1956 and
Article 106 of the Articles of Association of the Company and subject to all other approvals, if any required, the Company be and
is hereby authorized to pay a commission, in addition to the sitting fees for attending the meetings of the Board or Committees
thereof and reimbursement of expenses to attend them as per provisions of law from time to time, to the Directors of the Company,
who are neither in whole – time employment of the Company nor Managing / Whole-time Director of the Company, at a rate of 1%
of the net profits of the Company computed in the manner referred to in section 198(1) of the said Act but not exceeding Rs.50
lac (Rupees fifty lac) to be divided amongst them equally in every financial year for a period of five years with effect from 1st April,
2010 subject however further to such limit per annum as may be decided by the Board in that behalf from time to time.”
By Order of the Board
Registered Office:
9/1, R. N. Mukherjee Road,
Kolkata -700 001
Dated, the 28th day of April, 2010
S. K. Patodia
Secretary
Notes:
1.
2.
3.
4.
10
A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and vote
instead of himself / herself and the proxy need not be a Member. The Company must receive proxy form(s) not less than
48 hours before the Meeting.
Register of Members shall remain closed from 16th June, 2010 to 1st July, 2010 (both days inclusive).
The relevant Explanatory Statement, pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Special Business
is annexed hereto.
The Board of Directors of the Company in its meeting held on 30th October, 2009 had declared interim dividend of Rs 2.25 per
ordinary share of the Company and paid the same to those members or their mandatees, whose names stood registered as
beneficial owners / members of the Company as on 17th November, 2009.
2009-10
5.
6.
The Final Dividend of Rs.3.25 per ordinary share of the Company, as recommended by the Board, if declared at the ensuing
Annual General Meeting, will be paid, subject to the provisions of Section 206A of the Act, on or after 9th July, 2010, to those
members or their mandatees whose names stand registered in the Company’s Register of Members:
(a)
as Beneficial Owners as at the end of business on 15th June, 2010 as per the lists to be furnished by National Securities
Depository Limited and Central Depository Services (India) Limited in respect of the Shares held in Electronic Form, and
(b)
as Members in the Register of Members of the Company after giving effect to valid share transfers in Physical Form
lodged with the Company or the Share Transfer Agent on or before 15th June, 2010. The Instruments of Share Transfers,
complete in all respects, should reach the Share Department of the Company at 9/1, R. N. Mukherjee Road, Kolkata-700
001 or the Share Transfer Agent of the Company i.e. MCS Ltd., Unit: Kesoram Industries Ltd., 77/2A, Hazra Road,
Kolkata-700 029 well before the Book Closure date as stated above.
In order to avoid the risk of loss / interception of dividend warrants in postal transit and/or fraudulent encashment of dividend
warrants, Shareholders are advised to avail of National Electronic Clearing Service (NECS) facility whereby the dividend will
be directly credited electronically to their respective Bank accounts. This will ensure speedier credit of dividend.
NECS essentially operates on the new and unique bank account number, allotted by banks post implementation of Core Banking
Solutions (CBS) for centralized processing of inward instructions and efficiency in handling bulk transactions. In this regard, if you
hold shares in electronic form, please furnish the new Bank Account Number allotted to you by your bank after implementation
of CBS along with a photocopy of a cheque pertaining to the concerned account, to your Depository Participant (DP) at your
earliest convenience. If you do not provide your new account number allotted after implementation of CBS by your bank, to your
DP, please note that ECS to your old account may either be rejected or returned.
Shareholders holding shares in physical form with a Bank Account covered under CBS may inform the Share Department of
the Company / Share Transfer Agent to avail benefit of NECS.
7.
Members, holding shares in physical form, are requested to notify the change in address, if any, to the Share Department
of the Company / Share Transfer Agent and the name of the Bank(s) with account number(s) for inscribing it on the face of
dividend warrant(s) to avoid the fraudulent encashment of the same. Members holding Shares in Electronic form should
send the above information to the respective Depository Participant only.
8.
In case the mailing address mentioned on this Annual Report is either without PIN Code or with incorrect PIN Code, members
are requested to kindly inform the Share Department of the Company / Share Transfer Agent or the respective Depository
Participant(s), as the case may be, their PIN Code immediately for speedy and proper delivery.
9.
Members, who are holding Shares, in physical form, in identical order of names in more than one Folio, are requested to apply
to the Share Department of the Company / Share Transfer Agent along with the relevant Share Certificates for consolidation
of such Folios in one Folio.
10.
As per provisions of the Companies Act, 1956 (Act), facility for making nominations is now available to Individuals holding shares
in the Company. The Nomination Form–2B, prescribed by the Government for the purpose, can be obtained from the Share
Department of the Company / Share Transfer Agent.
11.
The last dates of claim of the following dividends from the Company are as under:
Dividends for the financial
year ended
31.03.2003
31.03.2004
31.03.2005
31.03.2006
31.03.2007
31.03.2008
31.03.2009
31.03.2009
31.03.2010
Date of declaration
of Dividends
26.06.2003
30.06.2004
30.06.2005
29.06.2006
14.03.2007 (Interim)
26.06.2008
31.10.2008(Interim)
26.06.2009
30.10.2009(Interim)
Last date for claiming
unpaid Dividends
25.07.2010
29.07.2011
29.07.2012
28.07.2013
13.04.2014
25.07.2015
30.11.2015
25.07.2016
29.11.2016
11
12.
Pursuant to the provisions of Section 205A read together with 205C of the Act, dividends for the financial year ended 31st March,
2003 and thereafter, which remain unpaid or unclaimed for a period of 7 years will be transferred to the ‘Investor Education
and Protection Fund’ constituted by the Central Government.
Members, who have not got encashed the dividend warrant(s) for the financial year ended 31st March, 2003 or any subsequent
financial years so far, are requested to make their claim to the Share Department / Share Transfer Agent of the Company.
Further, it may be noted that under the Act, once the unclaimed dividend amount is transferred to the Fund as aforestated,
no claim shall lie in respect of such amount.
13.
14.
(a)
Members desirous of getting any information about the accounts and operations of the Company are requested
to address their query/ies well in advance, i.e. at least 10 days before the meeting, to the Whole-time Director or
Secretary of the Company to enable the Management to keep the information readily available at the Meeting.
(b)
Further, to avoid inconvenience, members are requested to bring at the meeting the printed ‘Annual Report &
Accounts’ being sent to them.
(c)
Members, who hold shares in Electronic Form are requested to bring their Depository ID Number and Client ID Number
to facilitate easier identification for attendance at the Annual General Meeting.
As per requirement of Clause 49(IV)(G)(i) of the Listing Agreement with Stock Exchanges, the particulars of Directors retiring by
rotation and eligible for reappointment and Shri Deepak Tandon, Whole-time Director, are given in the Corporate Governance
Section of the Annual Report.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956
ITEM NO. 6
Pursuant to Section 293(1)(e) of the Companies Act, 1956, the Board of Directors of the Company is empowered to contribute to charitable
and other funds not directly relating to the business of the Company or the welfare of its employees, any amount the aggregate of
which will not in any financial year exceed Rupees fifty thousand or five percent of its three years’ average net profits as determined in
the manner laid down in the aforesaid Section, whichever is greater. The Company as of now has the limits up to a sum of Rs. 10 lac
in one financial year and any contribution in excess of the aforesaid limit will require consent of the Company in the General Meeting.
In view of the increasing appeals for donations and considering the corporate social responsibility of the Company in this respect, the
Board recommends that it be authorized to make such donations up to Rupees two crore in aggregate even in case of any unforeseen
eventuality of inadequate profits of the Company in any financial year in the future.
The Board recommends the resolution no.6 of the notice for passing by the Shareholders as an Ordinary Resolution.
None of the Directors or Manager is interested or concerned with the proposed resolution.
ITEM NOS. 7 AND 8
Shri Deepak Tandon, Senior President of Birla Tyres (Balasore and Haridwar sections) was appointed as Additional Director in the
Company, pursuant to the provisions of section 260 of the Act and Article 103 of the Memorandum & Articles of Association of the
Company, with effect from 1st January 2010 upon resignation and cessation of services of Shri S K Parik as Senior President (Finance
& Taxation) and Company Secretary and holds office up to the date of this Annual General Meeting but a notice in writing with requisite
fees from a member under Section 257 of the Act has been received by the Company intimating his intention to propose his candidature
for appointment as Director of the Company.
Further, it was decided by the resolution by circulation dated 30.12.2009 that Shri Tandon shall carry out the function of Senior President
of Birla Tyres (both Balasore and Hardwar sections) and, in addition, shall also carry out the functions of Senior President (Accounts,
Finance and Taxation) of the Company at the remuneration set out in the resolution No. 8. The appointment of Shri Tandon and his
drawing of remuneration in the capacity as the Senior President of Birla Tyres sections as well as the Senior President (Accounts,
Finance and Taxation) of the Company as set out in resolution No. 8 aforestated, being both place of profit, requires approval of the
shareholders by way of Special Resolution under Section 314 of the Companies Act, 1956. Hence the need for passing the said
resolution No. 8 by way of Special Resolution.
12
2009-10
Shri Tandon is a Chartered Accountant and has vast experience in accounts, finance and taxation besides wide experience of over 26
years within the Industry. Considering the qualification and experience of Shri Tandon, the Board at its meeting subsequently held on
28th April, 2010 appointed Shri Tandon as a Whole-time Director of the Company at the remuneration as set out in resolution No. 7,
subject to the approval of the shareholders for a period of five years with effect from 1st April, 2010. The resolution also proposes to
authorize the Board and/or any Committee thereof and/or the Chairman of the Board to make annual increments in the Basic Salary
and Special Allowance of Shri Tandon subject to limits as specified in the said resolution.
Your Directors are of the view that the remuneration as proposed to be paid to Shri Tandon is in line with the corporate trend prevailing
at present and it is desirable that the appointment of Shri Tandon and the payment of the remuneration to him is approved by the
shareholders.
None of the Directors or the Manager of the Company, except Shri Tandon is concerned or interested in the two resolutions aforesaid.
Your directors recommend passing of the aforesaid resolution no.7 as an Ordinary Resolution and resolution no.8 as a Special
Resolution.
This may also be treated as disclosure under Section 302 of the Companies Act, 1956
ITEM NO. 9
The approval of Shareholders taken earlier for payment of Commission on net profits to Directors other than in whole-time employment
has expired on 31.03.2010. The Board is recommending for approval of continuance of payment of the commission to the Directors other
than the Directors in whole-time employment and Managing / Whole-time Directors for further period of five years from 01.04.2010, to
be calculated at a rate of 1% of the net profits of the Company in accordance with the relevant provisions of the Companies Act, 1956,
subject to a maximum limit of Rs.50 lac (Rupees fifty lac) per annum and further subject to such amount as may be decided by the Board
each year in such manner as they may from time to time deem fit & proper, therefore, it requires the approval of Shareholders.
The Board of Directors recommends the passing of the resolution mentioned under item no. 9 as a Special Resolution.
All the Directors, except Shri Deepak Tandon and the Manager of the Company, are interested in the aforesaid resolution being
recipients of the commission.
By Order of the Board
Registered Office:
9/1, R. N. Mukherjee Road,
S. K. Patodia
Kolkata -700 001
Secretary
Dated, the 28th day of April, 2010
13
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31st MARCH, 2010
Dear Members,
Your Directors have pleasure in presenting the ninety-first Annual Report and the Audited Statements of Accounts of the Company for
the year ended 31st March, 2010.
FINANCIAL RESULTS
Particulars
(Rupees in Crore)
31st March,
2010
31st March,
2009
5,020.63
4,292.07
Other Income
125.07
75.94
Total Income
5,145.70
4,368.01
Gross Profit
648.30
520.97
172.80
111.86
Provision for Income Tax
36.00
45.00
Provision for Fringe Benefit Tax [charge/(credit)]
(0.13)
2.00
202.29
(16.63)
410.96
142.23
237.34
378.74
Debenture Redemption Reserve
101.25
25.00
Amount available for appropriation which the Directors have appropriated as under:
136.09
353.74
14.87
14.87
2.47
2.53
10.29
10.29
1.75
1.75
(v) General Reserve
24.00
44.78
(vi) Balance carried forward to next year
82.71
279.52
136.09
353.74
Net Sales/Income from Operations (including Excise Duty)
Less:
Depreciation (Net of transfer from Revaluation Reserve)
Provision for Deferred Tax [charge/(credit)]
Net Profit
Less:
(i) Proposed Final Dividend
(ii) Tax on Proposed Final Dividend
(iii) Interim Dividend
(iv) Income Tax on the Interim Dividend
DEFERRED TAX
In terms of the Accounting Standard on ‘Accounting for Taxes on Income’ (AS-22) a sum of Rs.202.29 crore has been debited to the
Profit & Loss Account being Deferred Tax Liability for the year under review.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of sections 205A and 205C of the Companies Act, 1956 read together with General Circular no. 22/2002 dated 23rd September,
2002 issued by the Department of Corporate Affairs, the Company deposited about Rs.13.26 Lac, being Unclaimed Dividend and
interest on Fixed Deposits of the Company as well as that of an earlier merged Company, during the year under review in the ‘Investor
Education and Protection Fund’ created by the Central Government.
14
2009-10
DIVIDEND
The Board of Directors in its meeting held on 30th October, 2009 declared an interim dividend and today has recommended the final
dividend for the year ended 31st March, 2010 on Ordinary Shares as under:
31st March,
2010 (Rs.)
31st March,
2009 (Rs.)
Interim on 4,57,43,318 Ordinary Shares of Rs.10/- each @ Rs.2.25 per Share
(Previous year 2.25 per Share )
10,29,22,466
10,29,22,466
Final on 4,57,43,318 Ordinary Shares of Rs.10/- each @ Rs. 3.25 per Share
(Previous year Rs.3.25 per Share )
14,86,65,784
14,86,65,784
Thus, the total dividend of Rs.5.50 per share, as per detail given herein above, has been paid / recommended by the Board for the
financial year ended 31.03.2010.
AUDIT REPORT
As regards paragraphs 3.1(b) and 3.2(a) referred to by the Auditors in its Report, the physical verification of the fixed assets (in phased
manner) and inventories as referred in para nos. 3.1(b) and 3.2(a) respectively at the Spun Pipes & Foundries Section of the Company,
could not be carried out due to continued suspension of work and barricade in front of the factory gate by a section of workers at the
said Section. So far as paragraphs 3.9(b) and 3.16 of the report are concerned, the same are self-explanatory and need no further
explanation.
Regarding the paragraph 3.19 of the Report, the neccessary security or charge pending to be created in respect of Short-term Debentures
will be created within the stipulated time provided by law if not redeemed before. Further, the immovable properties of Birla Tyres, a
Section of the Company at Uttarakhand, could not be created due to continuing verification of search report of the said properties by
the empanelled lawyer of the Lead Banker, State Bank of India. The Short-term Debentures issued during the year were redeemed
before the security could have been created within the stipulated period provided by law.
Further, paragraph 4(f) referred to by the Auditors’ in its Report is self-explanatory and requires no explanation.
GENERAL REVIEW
During the year under review our turnover for the first time crossed Rs.5,000 Crore. This has been primarily due to the increase in sales
of Tyre Section from Birla Tyres Unit-II at Laksar, Haridwar. Birla Tyres Unit-III and Unit-IV related to Truck / Bus Radial and Motor Cycle
/ LCV tyres started Commercial Production in March, 2010 and October, 2009 respectively. Capacity at Vasavadatta Cement was also
increased which started Commercial Production in August, 2009.
The total benefit in top line and bottom line for all these expansions will get reflected in the coming year.
The profitability of the Company during the year has also increased due to good results of Cement Sections and enhanced capacity
of Tyre Sections besides good treasury management and cost control effected throughout the Company. Rayon Section also showed
higher profitability due to strong domestic demand.
Work at Spun Pipe Section continues to be under suspension.
CEMENT SECTIONS
Vasavadatta Cement
Your Directors are pleased to report that the expansion undertaken at this section by setting up the 4th Unit comprising of Cement capacity
of 1.65 million ton per annum and thermal power plant of 17.5 MW has been completed. After completion of trial run, commercial
production of Cement has started from 7th August, 2009.
Operational performance of this section continues to be good and it has achieved highest ever production of Clinker as well as Cement
during the year. Production figures of this section given hereunder include 1,29,300 metric ton of clinker and 76,610 metric ton of
cement produced during trial run of the 4th Unit:
15
Production
2009-10
2008-09
(Metric Ton)
(Metric Ton)
Clinker
42,98,390
34,41,496
Cement
42,03,373
39,24,589
Cement dispatches were adversely affected due to non-availability of adequate wagons and as a result clinker to the extent of 4,52,045
metric ton was sold during the year.
The Section has achieved higher production despite several challenges such as substantial build-up of new capacity by other
companies in the industry, lack of corresponding pickup in demand, shortage of rail wagons for movement of cement, coal and raw
materials and unsatisfactory coal availability position in absence of adequate coal linkage arrangements. However, quality of its
products, established brand image and proper logistic management have enabled the section to achieve good performance in a year
characterized by continued slowdown in the construction sector and weak monsoon. Due to surplus capacity, cement prices were not
able to keep pace with rising costs for major part of the year resulting in pressure on margins. Stimulus measures undertaken by the
Government, particularly reduction in excise duty, encouragement to infrastructure development and improving liquidity in the economy
have however, helped to maintain the growth momentum.
Captive power generation was 445.07 million KWH during the year under review as against 338.12 million KWH during the previous
year. Captive power generation catered to about 98% of the total power requirement of the section. 54.15 million KWH being 12.17%
of the power generated from the power plants was sold to Gulbarga Electricity Supply Company Ltd. The unit is also exploring the
possibilities of power generation from Waste Heat Recovery System which will give considerable advantage in cost of power generation.
Further, the Company is also exploring possibilities of further expansion or a Green field unit in nearby area.
As a part of corporate social responsibility, the unit has undertaken various social welfare and community development activities such
as construction of water tank and children’s park, plantation of trees, water conservation, health camps, distribution of agricultural
implements to the villagers, vocational training and skill development activities, etc. in its surrounding areas.
In the year 2009-10, the Section received two prizes in the ‘Mines Safety Week’ under the aegis of DGMS - Drilling & Blasting First
Prize and Method of Working 2nd Prize. Also in the various safety competitions conducted on the occasion of ‘Gulbarga Region Industrial
Safety Day 2010’ (GRISD) celebration, our employees bagged various prizes.
Apart from the above, seven Scout & Guide students of our School - Vasavadatta Vidya Vihar have won recently, the coveted Award
of ‘Rashtrapati Puraskar’.
Industrial relations with the employees were good during the year.
Kesoram Cement
Production figures of this Section are as under:
Production
2009-10
2008-09
(Metric Ton)
(Metric Ton)
Clinker
11,61,200
10,97,175
Cement
13,78,833
15,11,615
This Section also has achieved highest ever production of Clinker. However, Cement production and dispatches were adversely affected
due to Telangana agitation and paucity of Railway wagons for movement of cement. Consequently, the Section had to sell 55,024
metric ton of clinker. There was substantial capacity expansion also in Andhra Pradesh, which had put pressure on sales realizations
and profitability of the Section. However, from the month of March 2010, cement prices are improving and are expected to improve
further in coming months.
The unit has built-up an excellent brand image of its blended cement “BIRLA SHAKTI” and was able to market about 81% of its total
output in PPC cement segment.
There has been substantial increase in cost of raw materials and coal. However, Management has taken various control measures
to keep the cost of cement under control.
16
2009-10
Captive Thermal Power Plant of this Section generated 113.29 million KWH of power, out of which 0.03 million KWH were supplied
to APTRANSCO. In this Section, about 82% of the power requirement of the cement plant is met from the Captive generation and
balance power was purchased from APTRANSCO. Captive Power Plant plays a vital role in improving the cost competitiveness and
providing quality power to the Section. In view of this, the Section is considering the feasibility of power generation by Waste Heat
Recovery System.
The suit challenging the validity of imposition of Electricity Duty on captive power generation @ 25 paise per Unit from 17.07.2003 by
the Government of Andhra Pradesh is still pending before the Hon’ble High Court of Andhra Pradesh.
This Section bagged the FAPCCI (Federation of Andhra Pradesh Chambers of Commerce & Industry) Award of EXCELLENCE IN
WORKERS’ WELFARE for the year 2008-09, which was presented by the Hon’ble Chief Minister of Andhra Pradesh Sri K.
Rosaiah on 5th April 2010.
Basantnagar Limestone Mines of this Section bagged two 1st prizes for “Environmental & Health Management” and “Maintenance and
Operation of Heavy Earth Moving Equipments” and 2nd prize for “Drilling and Blasting” from the Director General of Mines Safety,
Hyderabad during the Mines Safety Week celebrations.
As a part of corporate social responsibility, the Section is continuing the rural and community development and welfare activities in
nearby villages by running of Agricultural Demonstration Farm, Model Dairy Farm, Vocational Training Centre for Youth, Distribution of
agricultural implements, Sewing Machines, Tri-cycles for physically challenged people, Animal Health Camps, Blood Donation Camps,
Pulse Polio Programs and promotion of Self Help Groups of women for their economic development etc.
Industrial relations were cordial during the year.
BIRLA TYRES SECTIONS
The gross turnover of the Section this year has been Rs.2,849.62 Crore as compared to Rs.1,947.23 crore showing an increase of
about 46.34% compared to last year. In spite of stiff competition, we have been able to increase our market share from 15% to 18%.
The export sales for the year under review amounted to Rs 361.48 crore as against Rs 240.41 crore in the previous year.
Though the Section has recorded commendable sales growth but due to sharp increase in raw material prices particularly of rubber in
quarter III and quarter IV, profitability has been adversely affected.
The Company’s world class Green field facility for production of Motor Cycle/LCV and Truck/ Bus Radial tyres started commercial
production in October, 2009 and March, 2010 respectively.
The board has approved further expansion of capacity to produce Truck/Bus Radial tyres by 85 MT/day at Haridwar and for Passenger
Car Radial tyres of 80 MT/day at Balasore involving capital outlay of Rs. 350 Crore and Rs. 450 Crore respectively. The civil construction
for the above expansions is in full swing and order for the major machineries and equipments have already been placed. The commercial
productions in both the projects are likely to commence by March, 2011.
The Section continues to have the distinction of being certified for ISO-9001, TS-16949, ISO-14001, SA-8000, OSHAS-18001 and
TPM.
Relations with employees have been cordial and conducive to growth during the year.
RAYON & TRANSPARENT PAPER SECTIONS
Amidst challenging environment, performance of VFY (Viscose Filament Yarn) business is satisfactory. Strong domestic demand
and higher penetration in export market led to substantial growth in volumes, coupled with reduction in the cost of all the major raw
materials – pulp and sulphur, the Section’s operating margin improved in spite of the steep hike in coal & electricity costs. Margins in
future, are likely to decline from current level due to upward trend in pulp and sulphur prices. Export demands are also likely to be
impacted due to stiff competition from China and the imposition of Anti-dumping duty by the Government has not been of much help
in arresting cheap imports in the country. The exports were 612 M.T. against 521 M.T. of previous year.
The T.P (Transparent Paper) business continues with unfavourable market environment resulting into poor realization mainly due to
competition with cheaper imports & substitutes. As a result of the above, again the production capacity of this Section could not be fully
utilized. The exports were 293 M.T. against 306 M.T. of previous year. The recent hike in the rate of Excise Duty will further impact
the demand and profitability of this product.
The performance of Section’s chemical business was satisfactory despite the prevailing global economic conditions and cheap
imports.
Relations with the employees were cordial during the year.
17
SPUN PIPES SECTION
The factory of this Section continues to be under suspension of work on and from 2nd May, 2008. The blockade and barricade in front
of the factory gate is continuing, as a result finished goods and other material lying inside the factory could not be removed. All finished
goods outside the factory have been sold.
During the year Rs 4.53 crore were recovered against old outstanding while sale was of Rs.0.35 crore only.
HINDUSTHAN HEAVY CHEMICALS SECTION
The production figures of the Section were as under :
Production
2009-10
2008-09
Caustic Soda Lye
11,663 MT
11,737 M.T.
Sulphuric Acid
19,061 MT
19,139 M.T.
Hydrogen Gas
7,53,453 M
8,18,882 M3
3
Demand for Caustic Soda was subdued during the year due to slow down in Aluminium sector. However, there was improvement in
demand for joint products – Chlorine and Hydrochloric Acid – towards the end of the year. Production of Caustic Soda was affected due
to frequent breakdowns and power trippings. Production of Hydrogen Gas was lower due to lesser demand from Vanaspati Industry
in the first half of the year but improved considerably towards end of the year.
The Section continues to enjoy certificates for Quality and Environment management under ISO-9001-2000 and ISO-14001-2004.
The Section takes various measures on its own and also in collaboration with various government agencies for improving awareness
of environment and safety.
Relations with employees continue to be cordial.
EXCISE DUTY
During the year under review a sum of Rs 289.98 crore (Rs 414.35 crore in 2008-09) was paid on account of Excise Duty on various
products manufactured and sold by your Company.
INSURANCE
Appropriate Insurance cover has been taken for the properties of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:
i)
in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by the Company;
ii)
appropriate Accounting Policies, as mentioned in Schedule 17, have been selected and applied consistently and such
judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2010 and of the profit of the Company for the financial year ended on that date;
iii)
proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities; and
iv)
the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Adequate steps to ensure compliance of all the mandatory provisions of ‘Corporate Governance’ as amended in the Listing Agreements
of the Stock Exchanges with which the Company’s Shares are listed have been taken and your Company has ensured its required
compliance.
18
2009-10
A separate Report each on Corporate Governance and Management Discussion & Analysis is annexed hereto as Annexure ‘A’ along
with Auditors’ Certificate for its due compliance and Annexure ‘B’ respectively as part of Annual Report.
DIRECTORS
On 31st December, 2009 Shri S K Parik, Sr. President (Account, Finance & Taxation) and Secretary resigned from the services and
also from the Board on 31st March, 2010 after more than 55 years of service to the Company in various capacities. Your Directors
wish to place on record their appreciation for the services rendered by Shri Parik during his tenure as a Senior Executive as well as
Director of the Company.
Shri K.G. Maheshwari and Shri G.B. Pande, Directors of your Company, retire from the Board by rotation but are eligible for reelection.
AUDITORS
The Company has received a requisite certificate pursuant to Sec.224 (1B) of the Companies Act, 1956 and a confirmation that Price
Waterhouse, the Auditors of your Company, is complying with ongoing cycle of peer review process as required by the ‘Statement on
Peer Review’ issued by The Institute of Chartered Accountants of India (ICAI) together with a copy of the peer review certificate dated
30.8.2006 issued by the ‘Peer Review Board’ of ICAI regarding their eligibility for re-appointment as Auditors, who retire at the ensuing
Annual General Meeting and we recommend their re-appointment.
COST AUDITORS
The Company has appointed qualified Cost Auditors, in terms of the directives of the Central Government under section 233B of the
Companies Act, 1956, to conduct cost audits of the various products manufactured by the Company.
PARTICULARS OF EMPLOYEES
The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 forms part of this Report and the same is enclosed as Annexure ‘C’.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of clause 32 of the Listing agreement with the Stock exchanges is
annexed hereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, is annexed hereto as Annexure ‘D’.
APPRECIATION
We wish to acknowledge the understanding, support and the services of the sincere workers, staff and executives of the Company,
which have largely contributed to the efficient operations & management of the Company. Your Directors also wish to place on record
the valuable co-operation & support received from the Financial Institutions, Banks, the Government of India, the State Governments
and the concerned local authorities.
We would also like to express sincere thanks to our Shareholders and Debenture holders for their confidence and understanding.
Kolkata,
28th April, 2010.
S.K.PATODIA
Secretary
DEEPAK TANDON
Whole-time Director
B. K. BIRLA
Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Directors
19
ANNEXURE “A”
REPORT ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Your Company has been practising the principles of good Corporate Governance, which comprise all activities that result in the control
of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management.
The details of the Corporate Governance compliance by the company as per the Clause 49 of the Listing Agreement with Stock
Exchanges are as under:
I.
COMPLIANCE OF MANDATORY REQUIREMENTS:
A.
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself to increasing longterm shareholders’ value, keeping in view the needs and interests of all its Stakeholders. The Company is committed to transparency
in all its dealings and places emphasis on business ethics.
B.
BOARD OF DIRECTORS:
i)
COMPOSITION OF BOARD, DIRECTORSHIPS & COMMITTEE POSITIONS HELD IN OTHER COMPANIES AND SHARES
OF THE COMPANY HELD AS AT 31ST MARCH, 2010:
The Board of the Company comprises of adequate blend of professional, executive & independent directors.
Directors
Category
No. of outside
Directorships held
(excluding **)
Outside Committees #
(excluding **)
As a Member
(including Chairperson)
As a Chairman /
Chairmanship
Shares held
Shri B.K. Birla
Non-Executive
4
None
None
167707
Shri K.G. Maheshwari
Non-Executive
1
None
None
485
Shri B.P. Bajoria
Non-Executive*
4
2
1
436
Shri P.K. Choksey
Non-Executive*
1
2
None
500
Shri A. Ghosh
Non-Executive*
13
9
5
Nil
Shri P.K. Mallik
Non-Executive*
4
4
1
200
Shri G. B. Pande
(Represents Life Insurance
Corpn. of India – Investor)
Non-Executive*
1
1
1
Nil
Non-Executive
1
None
None
Shri S. K. Parik
(up to 31.03.2010)
Company Secretary
(up to 31.12.2009)
4
2
1
39
Shri Deepak Tandon
(w.e.f. 01.01.2010)
Executive ***
3
None
None
Nil
234114
* also independent in terms of provisions of clause 49(I)(A)(iii)
** private companies, companies under Sec. 25 of the Companies Act, 1956 and foreign companies.
*** Senior President of Birla Tyres(both Balasore & Haridwar Sections), has been appointed as an Additional Director of the
Company w.e.f. 01.01.2010.
# only two Committees viz., the Audit Committee and the Shareholders’ Grievance Committee have been considered for
this purpose.
Notwithstanding Shri Tandon being the Director, he discharges the functions of Senior President (Accounts, Finance & Taxation)
of the company and continues to discharge his duties and obligations previously performed by him as Senior President of Birla
Tyres(both Balasore & Haridwar Sections).
20
2009-10
ii)
ATTENDANCE OF DIRECTORS PRESENT IN THE MEETINGS HELD DURING THE YEAR 2009-10:
Five board meetings were held during the financial year ended 31st March, 2010 i.e. on 2nd May, 2009, 26th June, 2009, 25th July,
2009, 30th October, 2009 and 28th January, 2010. The attendance of each director at these meetings was as follows:
Sl. No.
Members
No. of Board Meetings
Attended
AGM held on 26.06.2009
Attended
i.
Shri B. K. Birla
5
Yes
ii.
Shri K. G. Maheshwari
3
Yes
iii.
Shri B. P. Bajoria
3
Yes
iv.
Shri G. B. Pande
3
No
v.
Shri P. K. Choksey
4
Yes
vi.
Shri Amitabha Ghosh
5
Yes
vii.
Shri P. K. Mallik
5
Yes
viii.
4
Yes
ix.
Shri S. K. Parik
4
Yes
x.
Shri Deepak Tandon
1
N.A.
N.A. : Not applicable as he was appointed as director w.e.f. 01.01.2010.
iii)
CODE OF CONDUCT:
The Company has a Code of Conduct for all its Board Members and Senior Management personnel for avoidance of conflicts of
interest. It has received the necessary declarations affirming compliance with it from all of them during the period from 01.04.2009
to 31.03.2010. There were no material personal interests adverse to the interest of the Company and improper personal benefits
received, as a result of his/her position by the Board Members / Senior Management personnel, which could lead to potential
conflict of interest with the Company. The Code of Conduct is available on the website of the Company.
C.
AUDIT COMMITTEE:
i)
TERMS OF REFERENCE:
The Audit Committee has been mandated with the same terms of reference as specified in the revised Clause 49 of the Listing
Agreements with Stock Exchanges and covers all the aspects stipulated by the SEBI Guidelines. The terms of reference also
fully conform to the requirements of section 292A of the Companies Act, 1956.
ii)
COMPOSITION, NAME OF MEMBERS AND CHAIRMAN:
As on 31.03.2010 the Audit Committee consists of three non-executive independent Directors. Four meetings were held during
the financial year ended 31st March, 2010 i.e. on 1st May, 2009, 25th July, 2009, 30th October, 2009 and 28th January, 2010.
The composition of the Audit Committee and the attendance of each member at these meetings were as follows:
Sl. No.
iii)
Members
No. of Meetings attended
i.
Shri P.K. Mallik - Chairman
4
ii.
Shri P.K. Choksey
3
iii.
Shri Amitabha Ghosh
4
SECRETARY:
Shri S. K. Parik, Director was the Secretary of the Company as well as Audit Committee up to 31st December, 2009. With effect
from 1st January, 2010, Shri S. K. Patodia, Secretary of the Company is Secretary of the Audit Committee.
21
iv)
INVITEES: (as & when considered necessary)
a)
Shri G. B. Pande, a nominee Director of LICI attended the meeting held on 1st May, 2009.
b)
The Statutory Auditors.
c)
The Internal Auditors and Cost Auditors.
d)
Shri U. S. Asopa, Sr. Joint President (Finance) and Shri Suresh Kumar Sharma, Sr. Joint President (Commercial) at the
Corporate Office of the Company.
v)
The Audit Committee comprises of all non-executive and independent directors and they are the persons of vast knowledge and
experience. Shri P. K. Mallik, Chairman of the Audit Committee is a Senior Chartered Accountant with the requisite Financial and
Accounting expertise. Shri P.K. Choksey and Shri A. Ghosh, the other two members are also Senior Chartered Accountants. All
the present members are financially literate.
vi)
The Chairman of the Audit Committee attended the Annual General Meeting of the company held on 26th June, 2009 and he
ensured that necessary clarifications and explanations were provided to the members of the Company on issues regarding
accounts and finance.
vii)
The Quarterly Unaudited Financial Results as well as the Annual Financial Statements during the year ended 31st March, 2010
were reviewed and examined by the members of the Audit Committee before recommendation of the same to the Board of
Directors for their perusal and approval on the following dates:Financial Reporting
Date of approval by Audit Committee
Annual Financial Statements & Results for the year ended 31 March, 2009
1 May, 2009
Quarter ended 30 June, 2009
25th July, 2009
Quarter ended 30th September, 2009
30th October, 2009
Quarter ended 31st December, 2009
28th January, 2010
st
th
D.
st
REMUNERATION COMMITTEE:
The Remuneration Committee consists of three Non-Executive Independent Directors i.e. Shri B. P. Bajoria as Chairman and
other two members are Shri P. K. Mallik and Shri P. K. Choksey. The Committee met twice i.e. on 24.07.2009 and 25.01.2010
to bring more transparency and proper consideration in the system of revision of remuneration of the senior executives.
THE DETAILS OF REMUNERATION PAID DURING THE YEAR TO THE DIRECTORS ARE AS UNDER
Sl.
No.
Name of the Directors
1
Shri B.K. Birla
2
Board Meetings
(in Rs.)
Committee Meetings
(in Rs.)
Commission for the
financial year
2008-09 paid in
financial year 2009-2010
1,00,000
-
2,50,000
Shri K.G. Maheshwari
60,000
-
2,50,000
3
Shri B.P. Bajoria
60,000
1,70,000
2,50,000
4
Shri P.K.Choksey
80,000
40,000
2,50,000
5
Shri A.Ghosh
1,00,000
40,000
2,50,000
6
Shri P.K. Mallik
1,00,000
2,20,000
2,50,000
7
Smt.Manjushree Khaitan
80,000
-
2,50,000
8
Shri G. B. Pande*
60,000
10,000
2,50,000
9
Shri S. K. Parik**
-
-
-
10
Shri Deepak Tandon***
-
-
-
6,40,000
4,80,000
Total:
22
Sitting fees paid for
20,00,000
2009-10
*
Commission & fees paid to the nominating Institution, Life Insurance Corporation of India.
**
Notwithstanding Shri Parik, being the Director, drew the remuneration of Rs.78,10,019/- as Sr. President, Finance &
Taxation and Secretary up to 31st December, 2009 during the financial year ended 31st March, 2010.
***
Shri Deepak Tandon received the remuneration of Rs.27,59,365/- for the period 1st January, 2010 to 31st March, 2010
which is subject to approval of shareholders in the ensuing Annual General Meeting.
Besides the sitting fees & travelling expenses to attend any meeting of the Board or any Committee thereof, the approval of the
Shareholders in its meetings held on 30th June, 2005 & 26th June, 2008 enables the Company to pay commission in every financial
year to its Directors (to be divided amongst them equally) except Shri S.K. Parik at the rate of 1 per cent of the net profit (restricted
to maximum Rs.25 Lacs* per annum) of the Company computed in the manner referred to in Section 198/349 of the Companies Act,
1956, for a period of 5 years w.e.f. 1st April, 2005. Shri Deepak Tandon, who was appointed as Additional Director w.e.f. 01.01.2010 is
also not entitled to the aforesaid commission.
Commission payable to the Directors for the financial year 2009-2010 is Rs. 24,00,000/-.
Besides the above, no other pecuniary relationship or transactions vis-a-vis the Company exist with the Non-Executive Directors.
* enhanced from Rs 15 lacs per annum, effective financial year 2007-08, in Shareholders’ meeting held on 26th June, 2008.
E.
SHAREHOLDERS’ COMMITTEES:
i)
ii)
a)
The “Share Transfer and Finance Committee” is comprised of two non-executives independent Directors namely Shri B.
P. Bajoria & Shri P. K. Mallik and Shri Deepak Tandon is the other member of the Committee. The Committee is headed
by Shri B. P. Bajoria. Shri S K Parik resigned from the Committee during the year and in his place Shri Deepak Tandon
was inducted as the member w.e.f. 1st January, 2010. It deals with the approval of transfer and transmission of securities,
issue of duplicate certificate(s) / advices and other Shareholder related issues in addition to matters pertaining to certain
finance related decisions.
The Committee met 15 times during the year under review.
The Company also has a “Shareholders’/Investors’ Grievance Committee” consisting of two non-executive independent
Directors namely, Shri P.K. Mallik, Chairman & Shri B.P. Bajoria and Shri Deepak Tandon, being the other member. Shri S
K Parik resigned from the Committee during the year and in his place Shri Deepak Tandon was inducted as the member
w.e.f. 1st January, 2010. This Committee specifically looks into redressal of Shareholders’ and Investors’ complaints with
a primary objective to improve investor relations and had met thrice i.e. on 13th July, 2009, 25th January, 2010 and 22nd
March, 2010 during the financial year 2009-2010.
POSITION AS ON 31st March, 2010 OF THE SHAREHOLDERS’ COMPLAINTS RECEIVED & REDRESSED DURING
THE FINANCIAL YEAR:
Nature of Grievances
Complaints received from
Investors
Stock
SEBI
directly Exchanges
Non-receipt of Dividend/Interest/
Redemption Warrant(s)
Non-receipt of Share / Debenture
Certificate(s)
Non-Receipt of Duplicate Share/
Debenture Certificate(s)
Demat related grievance(s)
Non-receipt of Annual Report(s)
TOTAL:
b)
ROC
Total complaints
Total
No. of grievances
received during redressed outstanding as on
2009-10
31.03.2010
33
2
16
Nil
51
51
Nil
4
Nil
5
Nil
9
9
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
5
69
111
Nil
4
6
Nil
Nil
21
Nil
Nil
Nil
5
73
138
5
73
138
Nil
Nil
Nil
NUMBER OF PENDING COMPLAINTS AS AT 31.03.2010: NIL
With effect from 01.01.2010 Shri S. K. Patodia, Secretary is the “Compliance Officer” of the Company for compliance of
the requirements under the Listing Agreements with the Stock Exchanges. Shri S.K. Parik discharged this function till
31.12.2009.
23
F.
GENERAL BODY MEETINGS:
i)
Details of Annual General Meetings (AGMs) :
AGMs
Date of AGMs
Location
Time
AGM(88 )
29 June, 2007
Kolkata
11.00 A.M.
AGM(89th)
26 June, 2008
Kolkata
11.00 A.M.
AGM(90 )
26th June, 2009
Kolkata
11.00 A.M.
th
th
th
th
ii)
SPECIAL RESOLUTIONS PASSED IN THE PREVIOUS THREE AGMs :
a)
In the AGM on 26th June, 2009:
No Special Resolution was transacted.
b)
In the AGM on 26th June, 2008:
For increasing the commission to the Directors of the Company at the rate of 1% of the net profit of the company to be
divided amongst them equally except Shri S. K. Parik subject to an amount to be decided by the Board every year not
exceeding Rs.25 Lacs in every financial year computed as per Section 198(1) of the Companies Act, 1956 for the period
of 3 years w.e.f. 1st April, 2007.
c)
In the AGM on 29th June, 2007: No Special Resolution was transacted.
iii)
No Special Resolution was passed during the financial year ended 31st March, 2010 through Postal Ballot.
iv)
Further, no Special Resolution is proposed to be conducted through Postal Ballot in the ensuing AGM.
v)
Disclosure for reappointment / appointment of Directors.
Resume and other information of the Directors retiring by rotation & getting reappointed as required to be disclosed under Clause
49(IV)(G)(i) of the Listing Agreement is as under:a)
Shri K. G. Maheshwari is an Industrialist having rich experience in the field of business and management, he is Director
of the company since 1963 and is also the Director in Hyderabad Industries Ltd. and Jayshree Traders Pvt. Ltd.
He is not holding Membership / Chairmanship of any Committee of Directors of any other body corporate.
b)
Shri G. B. Pande is a Zonal Manager at Central Zonal Office of Life Insurance Corporation of India nominated by it on the
Board of the Company. He is representing LICI on the Board of J K Tyre & Industries Ltd. and is Chairman of Shareholders’/
Investors’ Grievance Committee of Directors of the said company.
c)
Shri Deepak Tandon is a Chartered Accountant. He is having vast experience and knowledge in the field of accounts
and finance besides the hands on experience of more than 26 years of the Tyre and Paper Industry.
He is Director of Precious Services & Consultancy Ltd., Kesoram Insurance Broking Services Ltd. and Zenith Distributors &
Agents Ltd. and does not hold any committee membership. He is associated with many organisations and is a member on
the Board of Automotive Tyre Manufacturers’ Association & Indian Paper Manufacturers’ Association and Director of TPM
Club India. He is an ex-Chairman of CII Orissa State Council (2003-2004) and TQM-HRD Sub Committee, CII, Eastern
Region (2005-2008).
The shares held by the above Directors have already been disclosed under the caption Composition of Board of Directors
under serial no.I. B(i) above.
G.
DISCLOSURES:
i)
Disclosure on materially significant related party transactions:
Details of related party transactions during the year have been set out under Note No. 25 of Schedule 17 of the Annual
Accounts. These are not having any potential conflict with the interests of the Company at large.
ii)
24
Details of Non-Compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges,
SEBI or any Statutory authorities on any matter related to Capital Markets:
2009-10
All the requirements of the listing agreement with the Stock Exchanges as well as regulations and guidelines of SEBI have
been complied with by the Company. No penalty has been imposed or stricture has been made by SEBI, Stock Exchanges
or any Statutory Authorities on matters relating to Capital Markets during the last three years.
iii)
Whistle Blower Policy:
The Company does not have any Whistle Blower Policy as of now but no personnel is being denied any access to the
Audit Committee.
iv)
Details of compliance with mandatory requirement and adoption of non-mandatory requirements:
All the mandatory requirements have been appropriately complied with and the non-mandatory requirements are dealt
with at the end of this Report.
H.
MEANS OF COMMUNICATION:
i)
Financial Results & ANNUAL REPORTS ETC.:
The Quarterly Unaudited Financial Results and the Annual Audited Financial Results as taken on record and approved respectively
by the Board of Directors of the Company are published in leading national newspaper, i.e. The Business Standard (English – all
India edition), Dainik Statesman (Bengali – local edition) and are also sent immediately to all the Stock Exchanges with which the
Shares of the Company are listed. These results are also posted on Company’s web site www.kesocorp.com. The official news
release and other related information, if any, are displayed on the aforesaid website of the Company. Whenever any presentation
relating to the Company’s working to analysts/bankers etc. is made, the same is also displayed on the Company’s website as
and when such presentation(s) take(s) place.
The Quarterly Unaudited Results and Annual Financial Results along with the Report on Segment Revenue, Results and Capital
Employed, Balance Sheet, Profit & Loss Account, Directors’ Report, Auditors’ Report, Cash Flow Statement, Corporate Governance
Report, Report on Management Discussion and Analysis and Shareholding Pattern etc. can also be retrieved by investors from
the Electronic Data Information Filing and Retrieval System set up by the National Informatics Center in association with SEBI.
The site can be accessed at http://sebiedifar.nic.in for information required.
ii)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&AR):
The Management Discussion and Analysis Report as reviewed by Audit Committee set out in Annexure “B” forms part of the
Annual Report.
I.
GENERAL SHAREHOLDER INFORMATION:
i)
NEXT ANNUAL GENERAL MEETING:
Date
Time
Venue
1st July, 2010
11.00 a.m.
“Kala-Kunj”,
48, Shakespeare Sarani,
Kolkata-700 017
ii) FINANCIAL YEAR :
The financial year of the Company covers 1st April to 31st March.
iii) DATE OF BOOK CLOSURE:
16th June, 2010 to1st July, 2010
(both days inclusive)
iv) DIVIDEND PAYMENT DATE :
On or after 9th July, 2010.
v) INFORMATION PERTAINING TO THE STOCK EXCHANGES:
a)
Listing on Stock Exchanges
The Calcutta Stock Exchange Association Ltd., 7 Lyons Range, Kolkata-700001
Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001
National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051
Societe de la Bourse de Luxembourg, Societe Anonyme/R.C.B. 6222,B.P.165, L-2011 Luxembourg
25
b)
vi)
Stock Code for:
Bombay Stock Exchange
502937
National Stock Exchange
KESORAMIND
Calcutta Stock Exchange
10000020
Luxembourg Stock Exchange
492532205
The annual listing fees of these Exchanges have been paid by the Company for the year 2009-2010.
c.
ISIN No. for the Company’s Ordinary Shares in Demat Form: INE087A01019
d.
Depository Connectivity:
NSDL and CDSL
STOCK MARKET PRICE DATA:
Month
Calcutta Stock Exchange *
High
Low
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
N.T.
April, 2009
May, 2009
June, 2009
July, 2009
August, 2009
September, 2009
October, 2009
November, 2009
December, 2009
January, 2010
February, 2010
March, 2010
Bombay Stock Exchange
High
Low
180.00
136.00
315.00
165.00
328.00
247.05
384.95
258.00
382.10
300.00
393.50
328.00
391.00
321.00
345.00
303.00
374.40
333.50
409.00
325.00
377.00
312.30
404.60
361.90
National Stock Exchange
High
Low
178.90
135.05
300.20
160.00
333.00
246.05
384.25
256.25
382.90
300.10
393.80
325.00
391.00
321.00
353.50
306.90
375.00
332.25
409.90
325.00
377.80
317.00
404.70
364.00
* Note: There was no trading during the year.
Comparison between Kesoram Median Price Variation
and BSE Sensex Variation in Percentage
160
140
Percentage Fluctuation
120
100
80
60
KESORAM PRICE VARIATION
BSE SENSEX VARIATION
40
20
0
April, 2009
May, 2009
June, 2009
July 2009
August, 2009 September, 2009 October, 2009
November, 2009 December, 2009
Monthwise Reporting
26
January, 2010
February, 2010
March, 2010
2009-10
vii) PERFORMANCE IN COMPARISON TO BROAD BASED INDICES SUCH AS BSE SENSEX, CRISIL INDEX ETC.
viii) REGISTRAR AND SHARE TRANSFER AGENT:
M/s. MCS Limited, (Unit: Kesoram Industries Ltd.)
77/2A, Hazra Road, Kolkata-700 029
Phone Nos.: (033)2476-7350 to 54, 2454-1892/3, Fax Nos.: (033)2454-1961, 2474-7674;
e-mail. [email protected], [email protected]
ix) SHARE TRANSFER SYSTEM :
Share transfers of physical Shares are generally registered within a maximum period of 3 weeks from the date of receipt provided the
documents are complete in all respects. With a view to expedite the share transfer process, certain executives have been delegated
with the authority to approve any single transfer not exceeding 10,000 shares. Single transfers above 10,000 shares are approved by
the ‘Share Transfer and Finance Committee’. The Company’s Registrar & Share Transfer Agent dispatches the transferred shares to
the transferees immediately after the transfers take place.
x)
DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH,2010:
a)
According To Category Of Holding:
Category
Promoters
Mutual Funds / UTI
Financial Institutions & Banks
Foreign Institutional Investors
Insurance Companies
NRI/OCB
Private Body Corporates
Individuals
GDRs
Total
b)
xii)
% of Shareholders
0.03
0.05
0.06
0.03
0.01
0.60
1.52
97.70
100.00
No. of Shares
1,21,09,293
67,36,094
2,24,036
8,32,050
63,94,293
21,83,002
26,94,833
75,27,842
70,41,875
4,57,43,318
% of Shares
26.47
14.73
0.49
1.82
13.98
4.77
5.89
16.46
15.39
100.00
% of Shareholders
86.56
6.38
4.27
1.48
0.97
0.14
0.20
100.00
No. of Shares
2102611
776242
1152898
912668
1660277
841674
38296948
45743318
% of Shares
4.60
1.70
2.52
1.99
3.63
1.84
83.72
100.00
According to number of Ordinary Shares Held:
No. of ordinary Shares held
1-100
101-200
201-500
501-1000
1001-5000
5001-10000
10001 – above
Total:
xi)
No. of Shareholders
24
36
47
24
8
479
1,200
77,226
1
79045
No. of Shareholders
68419
5041
3376
1167
770
113
159
79045
DEMATERIALIZATION OF SHAREHOLDING AND LIQUIDITY:
As per SEBI’s Guidelines, your Company’s Ordinary Shares are compulsorily traded in Dematerialized form for all the investors
with effect from 31st May, 1999. 3,68,54,762 Shares were in Dematerialized form representing 80.57% of the total Ordinary Shares
as on 31st March, 2010.
As per agreements of the Company with NSDL and CDSL, the investors have an option to dematerialize their Ordinary Shares
with either of the Depositories.
OUTSTANDING GDRS / ADRS / WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY
IMPACT ON EQUITY:
The allotment of Ordinary Shares for GDRs issued during the year 1996, was completed in the same year. As such, there are
no GDRs/ ADRs or any Convertible Instrument pending conversion to impact the Ordinary Share Capital of the Company.
However, as on 31st March, 2010 the Company awaits 70,41,875 GDRs from its holders for cancellation and delivery of shares
against thereof.
27
xiii) INSIDER TRADING:
The Code of Internal Procedure & Conduct under The SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, is
in force since 28.04.2002.
xiv) PLANT LOCATIONS :
Section
Factory Location
City Office
Cement
Sedam, Dist.Gulbarga
Karnataka-585222
Phone: 08441-276005/277403
Fax: 08441-276139
E-mail: communication@
vasavadattacement.com
10-3-316/2, Crystal Towers, 2nd Floor, Above
Andhra Bank, Masab Tank,
Hyderabad 500028, A.P.
Phone: 040-23342296/8056
Fax: 040-23344109/7821
E-mail: [email protected].
Basantnagar,
Dist.Karimnagar
Andhra Pradesh-505187
Phone.: 08728 -228122/228125/228156
Fax: 08728-228160
E-mail:
[email protected]
P.O. Chhanpur, Via.Kuruda,
Dist. Balasore, Orissa, PIN.756056
Phone: 06782-254259/780/620
Fax: 06782-254225
E-mail: [email protected]
10-3-316/2, Crystal Towers, 2nd & 3rd Floors, Kesoram
Above Andhra Bank, Masab Tank,
Cement
Hyderabad 500028, A.P.
Phone: 040-23348896/7843/ 7613
Fax: 040-23344109/23347821
Automobile Tyres
and Tubes
Rayon &
Transparent
Paper
Spun Pipes &
Foundries
Heavy Chemicals
28
Gram Khedimubarakpur,
Tehsil Laksar, Dist. Haridwar,
Uttarakhand - 247 663.
Phone: 01332- 256000/256001.
Fax : 01332- 255177.
E-mail.:[email protected]
P.O. Nayasarai,
Rly. Station: Kuntighat,
Near Tribeni, Dist.Hooghly
West Bengal-712513
Phone: 033-26846431-34/ 26846457
Fax : 033-26846461
P.O Adcconagar,
Bansberia, Dist.Hooghly
West Bengal-712121
Phone: 033-26346462/6465/6620
Fax : 033-26346621
19, B. T. Road, Khardah,
P.O.Balaram Dharma Sopan,
Kolkata-700116
Phone: 033-2553-2879/5183
Fax: 033-2553-3860/2583-9218
E-mail:[email protected]
Run under
name & style of
Vasavadatta
Cement
Shivam Chambers
53, Syed Amir Ali Avenue,
Kolkata-700019
Phone .: 033-2281-4813/4717-20
Fax: 033-2281-4874
E-mail: ho@birlatyre. com
Birla Tyres
“Industry House”
10, Camac Street,
Kolkata-700017
Phone.033-2282-4721-24
Fax: 033-2282-8879
Kesoram Rayon
“Industry House”
10, Camac Street,
Kolkata-700017
Phone: 033-2282-2476-78
Fax: 033-2282-9370
8th floor, Birla Bldg.
9/1, R.N. Mukherjee Road,
Kolkata-700001
Phone: 033-2213-1680-89 (10 Lines)
Extn.: 1863/1854
Fax: 033-2242-1931
Kesoram Spun
Pipes &
Foundries
Hindusthan
Heavy
Chemicals
2009-10
xv) Address for Correspondence:
a)
For routine matters:
Any assistance regarding Share transfers and transmissions, change of Address, non-receipt of dividends, duplicate /
missing Share Certificates, demat and other matters, please write to or contact the Share Department of the Company at
the address given below: Shri G. K. Ojha, Kesoram Industries Ltd., 9/1, R. N. Mukherjee Road, Kolkata-700001. Phone No.: (033)2243-7121
Fax No. (033)2210-9455 E-mail: [email protected]
Or,
Registrar & Share Transfer Agent: M/s. MCS Limited (Unit: Kesoram Industries Ltd.) 77/2A, Hazra Road, Kolkata-700 029
Phone Nos.: (033)2476-7350 to 54, 2454-1892/3 Fax Nos.: (033)2454-1961, 2474-7674; E-mail : [email protected],
[email protected]
b) For Redressal of Complaints and Grievances:
The Secretary
Kesoram Industries Ltd.,
9/1, R.N. Mukherjee Road,
Kolkata-700001
II.
Telephone Nos. :
Fax No.
:
E-mail
:
(033) 2243-5453,2242-9454/2248-6607.
(033)2210-9455
[email protected]
COMPLIANCE OF NON-MANDATORY REQUIREMENTS :
i)
The Board:
The Corporate Office of the Company bears the expenses of the office of the Chairman. Some of the independent Directors
have the tenure in aggregate on the Board of more than 9 years.
ii)
Remuneration Committee:
The Company has re-constituted Remuneration Committee comprising of Shri B. P. Bajoria as a Chairman, Shri P.K.
Choksey and Shri P. K. Mallik being members as stated in item no.D of I above.
iii)
Shareholder Rights :
Half yearly results including summary of the significant events was sent during the year to the Shareholders of the
Company.
iv)
Audit qualifications:
The Company at present does not have any qualification pertaining to the Financial Statements other than technical
qualification on remuneration of Shri Deepak Tandon, a Director, which is self-explanatory.
v)
Training of Board members:
There was no Directors’ training programme during the year ended 31.03.2010.
vi)
Mechanism for evaluating non-executive Board members:
Non-Executive Directors were being always evaluated by their own peer in the Board meetings during the year 2009-10,
although there was no formal peer group review by the entire Board except the Directors concerned.
Vii) Whistle Blower Policy:
The Company does not have any Whistle Blower Policy as of now but no personnel is being denied any access to the
Audit Committee.
Chairman
B. K. BIRLA
Kolkata,
28th April, 2010.
S.K.PATODIA
Secretary
DEEPAK TANDON
Whole-time Director
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Directors
29
Declaration
All the Board members and the Senior Management personnel have affirmed their compliance of the ‘Code of Conduct for Members
of the Board and Senior Management’ for the period from 1st April, 2009 to 31st March, 2010 in terms of clause 49(I)(D)(ii) of the
Listing Agreement with the Stock Exchanges.
Place: Sedam, Dist. Gulbarga
Dated: 10.04.2010
( K. C. Jain )
Chief Executive Officer
AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF
CONDITIONS OF CORPORATE GOVERNANCE
To the Members of
Kesoram Industries Limited
We have examined the compliance of conditions of Corporate Governance by Kesoram Industries Limited, for the year ended 31st
March 2010, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted
by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. The Company has established
risk assessment / minimisation and internal control procedures which are being updated / formalised.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
Place: Kolkata
Date: 28th April, 2010
For Price Waterhouse
Firm Registration No. 301112E
Chartered Accountants
(S. K. Deb)
Partner
Membership No. 13390
30
2009-10
ANNEXURE“B”
REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS
A.
INDUSTRY STRUCTURE AND DEVELOPMENT
CEMENT
Indian Cement Industry continues to be the second largest cement producer in the world with installed capacity of 244.69 million
Ton.
The Indian Cement Industry had a growth of 12% in the year under review as compared to 8% in previous year in spite of the global
financial melt down affecting the entire world economy including India.
During the year under review, Cement Industry has achieved capacity utilization of 85% as against 88% in preceding year, which has
dropped mainly due to augmentation of new capacity.
The cement production and consumption in India has recorded growth of 12% and 13% respectively over preceding year but the cement
production and consumption in Southern Region, where both the cement Plants of the Company are situated have been only 9% & 5%
respectively due to sizable addition of new capacity which has put pressure on Cement prices as well.
TYRE
The Indian Tyre Industry is mainly dominated by the organized sector and consists of five major players who together account for
approximately 85% of the Industry’s turnover. These companies have a presence in all the major segments of the Tyre Industry –
the replacement market, Original Equipment Manufacturers (OEMs) as well as export and consequently, offer the consumer a well
diversified product mix.
In the Indian Tyre Industry commercial vehicle tyres take the lead and account for approximately 65% of the Industry’s turnover. As
a result, the growth of the entire Tyre Industry depends on primary factors like agricultural growth, overall GDP growth, industrial
production, growth in vehicle demand and secondary factors like infrastructure development, prevailing interest rates and financing
options. Another significant difference between the Indian and the global Tyre Industry is the extent of radialisation in the commercial
vehicle tyres. Globally, commercial vehicle tyres are radialized to the extent of 70% as compared to India where the radialisation levels
in this segment until last year was only 10%. However, this trend is gradually changing and it is expected that radialisation levels will
go up to the extent of 20-25% in the next 2 years. The major domestic players have announced significant expansion plans to meet
the growing demand for commercial vehicle radial tyres.
RAYON & TRANSPARENT PAPER
There is no growth in the production capacities in the country. The demand for Viscose Filament Yarn (VFY) is expected to be moderate
in the short to medium term in view of the high competition with other fibres and increased imports in the country.
Further, the Transparent Paper (TP) manufacturing is not viable due to high cost of inputs, cheap substitutes resulting into restricted
demand.
Looking to erratic demand of both the products, there does not appear to be any further scope of development.
SPUN PIPES
The Industry witnessed sluggish demand during the first half of the year under review. While demand for pipes has picked up but Cast
Iron pipes continue to face very stiff competition from Ductile pipes. As the section is under Suspension of Work since 2nd May 2008,
no comments are made under the heads “Opportunities & Threats, Segmentwise Performance, Outlook and Risks & Concerns.”
HEAVY CHEMICALS
The capacity utilization of Indian Caustic Soda Industry declined to around 67% during the year due to demand recession and huge
import at dumping price. The Industry’s demand for imposition of safeguard duty – in addition to prevailing anti-dumping duty – has
been favourably considered by the designated authority resulting in sharp decline in imports towards the end of the year.
Capacity utilization in Sulphuric Acid Industry suffered in the first half due to import of the product at throwaway prices. However, the
situation improved in the second half due to increase in prices of Sulphur and Sulphuric Acid in International Market.
B.
OPPORTUNITIES AND THREATS
CEMENT
In order to meet future demand for Cement, Industry has taken up large scale capacity expansion during the last three years and further
substantial capacity addition is planned during next two years.
31
Creating world class road infrastructure for laying highways, road to rural connectivity, mass housing, urban development and projects
for upliftment of rural economy etc. are some of the major thrust areas of Government and to achieve these objectives, Government
has been increasing substantially its budget allocation in the last two years.
Heavy augmentation in capacities by 70-80 million ton in next two to three years coupled with non-availability of good quality of coal
and inadequate wagons for transportation are the main threats.
TYRE
The national thrust on road infrastructure, construction of expressways and national highways present a range of opportunities for the
Tyre Industry. Creation of road infrastructure has given some fillip to surface transportation. Emphasis on making India an Auto Centre
for small cars also augurs well for the Industry. The Tyre industry will continue to play an important role in this dynamic and evolving
situation.
The volatility in raw material prices is the biggest threat.
The curtailed production of VFY due to suspension of operations by few competitors created supply gap, which resulted in an opportunity
to maintain the inventory. However, regular imports and stiff Chinese competition in International Market are the biggest threats to the
VFY Industry.
The TP segment is affected by slowdown in demand from ‘Fireworks’ Industry. Any increase in selling price due to increase in costs
of inputs is threatened by diversion to cheaper alternatives.
The volatility in raw material prices and imports from China, however, remains the biggest threat.
HEAVY CHEMICALS
Ongoing capacity addition and Greenfield projects in Aluminium sector in Eastern India will improve demand for Caustic Soda in the
coming years. Lower production cost of larger capacity Caustic Soda Plants in Eastern India may affect competitiveness of the Unit.
C.
OUTLOOK
CEMENT
Even though, India is the second largest cement producer in the world, the per capita cement consumption is only 156 Kg., as against
the world average of 396 Kg. Therefore, there is enormous opportunity for the growth of Cement Industry. This country has huge
potential for cement consumption growth, considering major emphasis of the Government on infrastructure development and boost to
housing sector through measures like easy finance, provision of tax incentives etc.
TYRE
Fortune of Tyre Industry is linked to the automobile & transportation sectors. Future looks bright due to various economic fillips by the
government, large infrastructure spending and positive market sentiment.
The sales outlook of VFY appears positive owing to signs of revival in consumer off-take. However, focus will continue to be on increasing
share of value added yarn and improving yarn quality.
Realisations of TP are expected to be under pressure due to cheap imports and substitutes. The Government should consider to provide
some incentives to encourage bio-degradability and eco-friendly attributes of this product.
HEAVY CHEMICALS
Improvement in demand for joint products – Chlorine, Hydrochloric Acid and Hydrogen Gas was witnessed during the second half of
the year under review, which is expected to be sustained and is likely to result in better realization for the products.
D.
RISKS AND CONCERNS
CEMENT
Although cement demand is expected to grow with economic growth, large capacity additions may create surplus capacity in the short
term. Any unexpected slow down in the economic activity or deferment of large infrastructure projects will aggravate the situation and
affect margin adversely.
Cement Industry is heavily dependent on coal for its fuel requirement. While cement capacity is increasing continuously whereas the
allotment of coal against linkages is decreasing. As a result, Cement Industry’s fuel cost is increasing due to purchase of coal from
open market, E-auction or import of coal.
32
2009-10
Similarly, short supply of Railway Wagons is also a major bottleneck, affecting outward movement of cement and inward movement of
raw materials like gypsum, coal etc. Alternate Road Transport, only add to the inward and outward transport costs.
TYRE
The volatility in all major raw material prices and the inverted duty structure between tyres and natural rubber puts further pressure on
the Industry’s revenue and profitability.
The revenue is likely to be impacted due to increased competition and rising input costs in both VFY & TP segments. Exports are
likely to be affected due to subdued demand.
HEAVY CHEMICALS
Steep increase in power cost caused by rise in price of coal is a major concern as power constitutes around 65% of cost of production
in Caustic Soda Industry.
E.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has proper and adequate systems of internal control, to safeguard all assets against loss from unauthorized use or
disposition. These systems also ensure that all transactions are authorized, recorded and reported correctly. Regular internal audits
and checks are carried out to provide assurance that adequate systems are in place and that the responsibilities at various levels are
discharged effectively. The Management continuously reviews the internal control systems and procedures to obtain comfort regarding
orderly and efficient conduct of business. The review includes overseeing adherence to management policies, safeguarding the assets
of the Company as well as ensuring the preparation of timely and accurate financial information. The emphasis on internal control
prevails across functions and processes, covering the entire gamut of activities including finance, supply chain, sales and distribution,
marketing and the like. A strong system of internal audit supported by Internal and External Auditors and effective & comprehensive
reviews by the Audit Committee have strengthened the internal control within the organization.
F.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Measures for safety of employees, training, welfare and development continue to get high priority at all levels, which are reflected in
the improved quality and efficiency. Industrial relations have been cordial during the year under review except Spun Pipes Section,
where the factory continues to be under suspension of work since 2nd May, 2008.
G.
The Company as a whole had 13,544 persons on its rolls as on 31.3.2010.
H.
CAUTION STATEMENT
Statements in this report on Management Discussion and Analysis describing the Company’s objectives, projections, estimates,
expectations or predictions may be forward looking statements within the meaning of applicable laws or regulations. These statements
are based on certain assumptions and reasonable expectation of future events. Actual results could, however, differ materially from
those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic
demand-supply conditions, finished goods prices, raw materials cost & availability, changes in Government regulations and tax structure,
economic developments within India and the countries with which the Company has business contacts and other factors such as
litigation and industrial relations.
Thus, the Company should and need not be held responsible, if, which is not unlikely, the future turns to be something quite different.
Subject to this management disclaimer, this discussion and analysis should be perused.
Kolkata,
28th April, 2010.
S.K.PATODIA
Secretary
DEEPAK TANDON
Whole-time Director
B. K. BIRLA
Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Directors
33
34
7
6
5
4
3
2
1
Designation
Sr.Vice President
(Sales & Marketing)
(Kesoram Cement
Section)
Shri A. K. Uppal
Jt. President
(Marketing)
(Tyres Sections)
Shri C. K. Jain
Jt. President
(Engg. & PP)
(Vasavadatta
Cement Section)
Shri Deepak Tandon Director, Sr. President
(Accounts, Finance &
Taxation), Corporate
Office and Birla Tyres
(both Balasore &
Haridwar Sections)
Shri D. S. Bindra President
(Vasavadatta
Cement Section)
Shri I. K. Purohit Sr.Vice President
(Marketing)
(Vasavadatta
Cement Section)
Shri J. P. Bohra
Sr.Jt. President
(Rayon & T.P.
Sections)
Shri A. Ostwal
Sl. Name
No.
In-charge of
Commercial
Activities &
Administration
In-charge of sales
& marketing
Unit Head
In-charge of
Domestic Sales
& Marketing
In-charge of
Operations,
Maintenance
and TPH.
Management
and overall Incharge
of Corporate Office
& both Sections
of Birla Tyres.
In-charge of sales
& marketing
Nature of
Duties
57
38,96,230
53
61
37,51,078
67
28,29,564
42,49,802
51
54
31,55,246
92,54,604
50
24,85,413
B.Com.(Hons),
F.C.A.
B.A., LL.B.
B.Sc.
(Mech.)
B.Com (Hons.),
F.C.A.
B.E. (Elec.)
B.Sc.(Engg.),
PGDBM
B. Com., P.G.D.
in Marketing &
Sales Management
26.12.1973
17.06.1983
10.03.2007
22.02.1991
15.01.1986
01.07.2001
02.06.1984
36
27
45
27
36
29
26
Gross remu- Age Qualification(s)
Date of
Experience
neration (Rs.) (Years)
Commencement (No.of years)
of employment
S. R. Batliboi & Co.
-
Mangalam
Cement Ltd.
Century Pulp &
Paper
Cement Corpn.
of India
Century Cement
-
Name of
the Company
Officer
-
President
General
Manager
Senior Engr.
(Elec.)
Chief Resd.
Executive
-
Designation
Last employment held
a) Employed throughout the financial year under review and were in receipt of remuneration for the financial year in aggregate of not less than Rs.24,00,000/-.
Particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for
the year ended 31.03.2010
Annexure “C”
16 Shri S. C. Tripathy Jt. President
(Tech)
(Rayon & T.P.
Sections)
Jt. President
(Project)
(Vasavadatta
Cement Section)
14 Shri R. K. Gandhi Vice President
(PQC)
(Vasavadatta
Cement Section)
15 Shri R. K. Shah
Jt. President
(Commercial)
(Tyres Sections)
13 Shri P. S. Rao
12 Shri P. R. Sharma Jt. President
(Vasavadatta
Cement Section)
Shri K. C. Jain
Designation
Manager of the
Company &
Sr. President
(Cement Sections)
9 Shri K. L. N. Rao Jt. President
(Technical)
(Kesoram
Cement Section)
10 Shri O. P. Sharma Sr. Vice President
(Commercial)
(Vasavadatta
Cement Section)
11 Shri P. Mehta
Vice President
(Sales)
(Tyres Sections)
8
Sl. Name
No.
51
67
27,37,656
43,96,784
In-charge of
Domestic Sales
& Marketing
(in North India)
In-charge of
Commercial
Activities &
Administration.
In-charge of
Projects &
Technical
matters.
In-charge of
Production &
Quality Control
In-charge of
Commercial,
Administration &
Exports
In-charge of
Technical matters
60
28,94,007
In-charge of
Purchase.
24,77,972
62
49
65
24,43,576
34,46,212
61
33,56,856
71
32,60,218
In-charge of
Technical
matters.
72
72,73,657
B.E.(Hons)
Electrical,
PG Diploma in
Ind. Engg.
B.Com., A.C.A.,
A.I.C.W.A.
B.E.(Ch. Engg.)
& D. I. E.
B.E.(Mech.)
B.Com.
M.A.
B.Sc.
B.A., B.Sc.
(Elect.)
B.I.T.
B.Com., F.C.A.
30.05.1985
01.07.1996
26.04.1993
10.03.2007
19.04.1967
17.01.2008
40
23
35
36
48
24
39
48
06.10.1997
15.04.1971
46
19.02.1966
Date of
Experience
of employment
Management
and overall
In-charge.
Nature of
Duties
Straw Products
Limited
Modern
Syntex Ltd.
C.C.I. Ltd.
Dangote Group
of Industries,
Lagos, Nigeria
Laxmi Finance
Corporation
Apollo Tyres Ltd.
-
Suvarna Cement
Name of
the Company
Singhi & Co.
Manager
(MS)
V.P. Banking
Manager
(Process)
General
Manager
Accounts
Officer
Divisional
Head
-
President
Officer
Designation
2009-10
35
36
Designation
Nature of
Duties
Date of
Experience
of employment
Sr. President
(Rayon, T.P.
& Heavy
Chemicals
Sections)
Director &
Secretary
Management &
Company
Secretary
Management
and overall
In-charge
Management
and overall
In-charge.
78,10,019
63,82,358
78
65
B.Com., F.C.A.,
F.C.S.
B.E. (Mech.),
AMIE
14.07.1955
01.01.1988
54
43
-
-
Designation
-
-
Name of
Designation
the Company
Hindusthan
ViceHeavy Chemicals President
Ltd.
(Tech.)
-
Name of
the Company
-
Shri V. N. Chandak President
14,78,255
73
M.Com, L.L.B.
01.11.2009
50
Eastern Spinning President
(Rayon, T.P. &
Mills & Inds.Ltd
Heavy Chemicals
Sections)
Notes:
1. All appointments are contractual.
2. Remuneration received includes salary and other allowances, bonus/ex-gratia, rent paid, electricity charges paid, medical reimbursements, leave travel concession, encashment of
leave, Company’s contribution to provident fund, gratuity fund and superannuation fund, premium for accident policy, club fees and the monetary value of perquisites with regard to
accommodation & furniture calculated in accordance with the provisions of Income Tax Act, 1961 and the rules made thereunder.
3. None of the above employees is a relative of any director of the Company.
4. There is no employee in the Company within the meaning of sub-clause (iii) of clause (a) of sub-section (2A) of section 217of the Companies Act, 1956.
5. Other terms and conditions of employment include the transfer of duties in any section of the Company.
Shri S. K. Parik
2
3
Shri J. D. Palod
1
17 Shri S. R. Chamaria Sr. Jt. President
In-charge of HRD
26,45,437
67
M.Com, LL.B.,
01.01.1963
47
(Accounts & HRD)
& Accounts Sahityaratna
(Corporate Office)
Corporate Office
In-charge of
40,19,698
63
B.Com., F.C.A.
20.10.1971
39
18 Shri S. V. Tapadia Jt. President
(Fin. & Admn.)
Commercial
(Kesoram
Activities and
Cement Section)
Administration
b) Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 2,00,000/- per month
Sl. Name
Designation
Nature of
Date of
Experience
No.
Duties
of employment
Sl. Name
No.
2009-10
Annexure ‘D’
INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
RESPECT OF BOARD OF DIRECTORS) RULES, 1988
I.
CONSERVATION OF ENERGY:
(a)
Energy conservation measures taken:
Installed Super Heater for waste heat recovery, steam heating in dryer in place of kerosene heating and vapour absorption
Machine to create chilled water from waste heat.(Rayon & T.P. Sections). Installed gamma matrix, almag refractory, HR
Separator for Cement Mill-2 and VVVF dry at Power Plant 2. Modified sepol separator feeding scrapper plate in Cement
Mill-3. Increased Raw Mill in-let duct size & converted the sharp edges to smooth curve. Reduced grinding media filling
in the Mill. Eliminated Screw Conveyor of 22 KW from Cement Mill-3 circuit. Connected HR Separator of Cement Mill-3
outlet duct venting to Bag House Fan. Regulated the reject material of polycom back to circuit. Interlocked reverse Air Bag
House Fan start with bag house DP, Feed HR grit materials to Mill in-let and replaced gear box of Kiln-2. (Vasavadatta
Cement Section). Installed new Lime Stone secondary crusher of 400 TPH capacity for additional output per day. Modified
operating conditions in Kiln for easy grinding and reduced cyclone pressure drop in Coal Mill-1. (Kesoram Cement Section).
Installed Variable Frequency Drives in various boiler feeds and utility water pumps, ID fans, high sensible air conditioners,
VAM in place of compressor chiller unit, centrifugal compressors in place of reciprocating compressors. DM water heated
through steam recovery from Tyre Curing presses. LP air used in place of MP air in boiler ash handling system. (Tyre
Sections). Modified / incorporated Variable Frequency Drives on cooling tower’s water feed pumps and returned water
pumps of rectifier transformers cooling circuit. Installed energy efficient lights in place of HPMV lamps. Modified capacitor
bank and retained TOD meter in grid supply. (Hindusthan Heavy Chemicals Section).
(b)
Additional investment proposals, if any, being implemented for reduction of consumption of energy:
Installation of mist cooling tower & vacuum ejectors to conserve water, application of Variable Frequency Drives in cooling
tower and mist condensers for saving steam.(Rayon & T.P. Sections). Installation of Roller Press and HR separator for
Line-I Cement Mill, rotoscale for coal dosing for Line-II & Kiln feed for Line-I, curing tanks for temperature control, XRF and
XRD for quality control and coal integration for Line-IV to Line-I to cut the shut down time.(Vasavadatta Cement Section).
Installation of N-2000 O-sepa in Cement Mill-3. Replacement of existing Kiln-II cooler with latest energy efficient cooler.
Reduction of pressure drop in Kiln-II pre-heater and Kiln-I C-Line no.II cyclone, fugitive dust emission in Cement Mill and
cool crusher and upgradation of blending silos for steady operation of Kilns. (Kesoram Cement Section). Installation of
Variable Frequency Drives in various utility pumps, auto on/off with line running feed back in dual extruders for chilled water
supply. Increase in suction line of all utility pumps, overhead line in close loop for chilled water return from plant equipment,
hot water recovery from curing presses. Condensate to be recovered from curing presses of Motor Cycle Plant and Tube
Plant.(Tyre Sections).
(c)
Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production
of goods :
Reduction in consumption of electricity and coal consumption per unit of production were witnessed in general having
favourable impact on the cost of production.
(d)
Total energy consumption and energy consumption per unit of production as per Form “A” of the Annexure in respect of
industries specified in the Schedule thereto.
FORM ‘A’
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
(A)
Power and Fuel Consumption
(1)
Current Year
Previous Year
Purchased Units (in lacs)
1,493.53
1,401.36
Total Amount (Rs. in lacs)
6,291.68
5,614.60
4.21
4.01
Electricity
(a)
Rate/Unit (Rs.)
37
Previous Year
36.77
3.13
9.41
29.54
2.93
10.43
7,304.93
1.01
2.64
5,649.52
0.94
2.89
18,43,175
55,527.46
3,012.60
14,80,763
47,646.68
3,217.71
396.85
120.76
30.43
4,637.79
1,507.94
32.51
359.31
112.94
31.43
309.61
97.55
31.51
2,090.84
900.16
43.05
-
1,151.20
335.60
29.15
2,251.34
690.79
30.68
(b)
(2)
(3)
(4)
Own Generation
(i) Through Diesel Generator
Units (in lacs)
Units per Ltr. of diesel oil
Cost/Unit (Rs.)
(ii) Through Steam Turbine/ Generator
Units (in lacs)
Unit per Kg. of Coal
Cost/Unit (Rs.)
Coal (Grade B, C, D, E, F steam/ slack, ROM, Lignite and Grade-A steam Coal
used in Boiler Houses, calcining of raw meals, firing of Kiln and gas plant)
Quantity (MT)
Total Cost (Rs. in lacs)
Average Rate/MT (Rs.)
Furnace Oil
Quantity (K.Ltrs.)
Average Rate/Ltr. (Rs.)
Others
i)
HSD Oil
Quantity (K.Ltrs.)
Rate/Ltr. (Rs.)
ii) Gas
Quantity (MT)
Rate/Ltr. (Rs.)
iii) Diesel Oil
Quantity (K.Ltrs.)
Rate/Ltr. (Rs.)
Current Year
(B) Consumption per Unit of Production
1.
38
Electricity (kwh)
Vis. Filament Rayon Yarn
Transparent Paper (Cellulose Film)
Sulphuric Acid
Caustic Soda
Purified Hydrogen Gas
Sodium Hypochloride
Carbon-di-Sulphide
Sodium Sulphate
Sodium Sulphide
Cement
Tyres, Tubes & Flaps
Production
Unit
Standards
if any
Current Year
M.T.
M.T.
M.T.
M.T.
M3
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
-
4,168
2,155
39
3,747
0.40
38
1,065
91
285
77
1,096
Previous Year
4,198
2,255
41
3,760
0.39
37
1,111
92
285
78
1,112
(b)
(b)
(b)
(c)
(c)
(c)
(b)
(c)
(b)
(a)
2009-10
Production
Unit
Standards
if any
Coal
Vis. Filament Rayon Yarn
M.T.
Transparent Paper (Cellulose Film)
M.T.
Carbon-di-Sulphide
M.T.
Sodium Sulphate
M.T.
Cement
M.T.
M.T.
3. Furnace Oil
K.L.
Tyre, Tubes & Flaps
4. Others
i) HSD Oil
Cement
L.
ii) Gas
M.T.
Reasons of variation:
(a) Energy conservation measures taken.
(b) Better production.
(c) Difference considered normal.
(d) Inferior quality of coal.
(e) Lesser use.
N.B. : 1. Form ‘A’ not applicable to Spun Pipes Section.
2. Previous year’s figures have been re-arranged where necessary.
Current Year
Previous Year
2.
II.
-
3.75
6.69
0.33
0.35
0.15
1.09
3.77
6.25
0.36
0.36
0.15
1.31
(c)
(d)
(b)
(c)
-
0.004
0.02 (e)
-
0.074
0.078 (e)
-
0.0114
-
(a)
TECHNOLOGY ABSORPTION :
Efforts made in technology absorption as per Form ‘B’ of the Annexure.
FORM ‘B’
1.
Research & Development (R&D)
(a) Specific areas in which R&D carried out
(b) Benefits derived as a result of above R&D
(c) Future Plan of Action
Use of flash Deaerator at different temperatures to remove air from
Viscose and setting proper angle in traverse mechanism of coning
machine. (Rayon & T. P. Sections). R&D cell continued to work for
improving the quality and productivity with special attention on energy
conservation. (Cement Sections). Development of motor cycle tyre,
truck radial & OTR tyres.(Tyre Sections).
Elimination of top edged broken filament in cones and less air in
Viscose resulting in lesser broken filament.(Rayon and T.P. Sections).
Improvement in output and quality.(Cement Sections). New range
of products developed for both domestic and export markets.(Tyre
Sections).
Study of process chemicals in after-treatment and plan to use different
chemicals to reduce broken filament in the yarn. (Rayon and T.P.
Sections). Installation of Waste Heat recovery system, conversion
of existing ESP to Reverse Air Bag House for line I & II and utilizing
alternate fuels for Kiln. (Cement Sections). Introduction of variety
in the range of products to cope with the ever changing market
requirement. (Tyre Sections).
39
(d) Expenditure on R&D
(i) Capital
(ii) Recurring
(iii) Total
- NIL
- NIL
- NIL
(iv) Total R&D expenditure as a percentage of
total turnover
2.
Technology Absorption, Adaptation and Innovation
(a) Efforts, in brief, made towards technology
absorption, adaptation and innovation
3.
(b) Benefits derived as a result of the above efforts
e.g. product improvement, cost reduction, product
development, import substitution etc.
In case of imported technology (imported during last
5 years reckoned from the beginning of the financial
year), following information may be furnished :
(i) Technology imported
(ii) Year of import
(iii) Has technology been fully absorbed ?
III. FOREIGN EXCHANGE EARNINGS & OUTGO :
1. Activities relating to exports, initiatives taken to
increase exports, development of new export
markets for products and services and export
plans.
2.
Total Foreign Exchange used and earned Used
Earned (on F.O.B. realisation basis)
Kolkata,
28th April, 2010.
40
No separate allocation in the company. However, the company paid a
cess @ Re.0.75 per tonne of cement despatched to the Development
Commissioner for Cement Industry, Government of India, who in turn
assists financially to National Council of Cement & Building Materials
to carry out Research & Development Programmes in the interest
of the Cement Industry. During the year 2009-10 the Company paid
Rs.41.69 lacs to the said authority. (Cement Sections).
S.K.PATODIA
Secretary
Installed automatic Sodium Sulphate Bagging System, pyramid
plate and slow speed dissolving process of Viscose.(Rayon and T.P.
Sections). Reduced Coal Mill cyclone pressure drop and installed
secondary crusher at Kesoram Cement Section. Efforts are being
made for enhancement of productivity and energy conservation.
Executives/ Employees are being regularly deputed for attending
seminars and workshops on Research & Development studies to
keep them abreast of the latest technical developments.(Cement
Sections). Technology imported from M/s.Pirelli & Co.has been fully
adapted to. (Tyre Sections).
Improvement in viscose quality & saving of man power.(Rayon and
T.P. Sections). Optimum capacity utilization with reduced power
consumption.
Not Applicable
Increased exports of VFY by about 17% by exploring new markets of
Brazil and Argentina. Export of T.P. was lower by 4% due to cheaper
substitute available from other Countries. Plan is to increase export
by further exploring new markets. (Rayon & T.P. Sections).
Exports were made to 26 countries including Bangladesh, Pakistan,
Vietnam, Middle East & Philippines etc. during the year under
reference and efforts are being made to explore new markets.(Tyre
Sections).
Rs 78,441.26 lacs (excluding Rs.3,694.29 lacs being interest).
Rs 37,503.67 lacs
DEEPAK TANDON
Whole-time Director
B. K. BIRLA
Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Directors
2009-10
Summarised Balance Sheet for the Last Five Years
(Rupees in Crore)
2009-10
2008-09
2007-08
2006-07
2005-06
Gross Fixed Assets
4,926.99
3,582.42
2,530.04
1,827.12
1,423.53
Less: Total Depreciation
1,082.34
913.22
811.20
721.93
680.31
3,844.65
2,669.20
1,718.84
1,105.19
743.22
2. Investments
51.43
61.78
47.83
28.87
29.02
3. Inventories
916.19
589.06
442.17
376.88
255.19
4. Sundry Debtors
542.89
380.17
273.07
245.95
184.37
5. All other Current Assets
398.05
292.46
491.01
245.28
170.25
5,753.21
3,992.67
2,972.92
2,002.17
1,382.05
1. Secured Loans
1,863.72
1,536.27
971.06
643.20
413.37
2. Unsecured Loans and Deposits
1,477.20
605.65
243.75
229.60
207.99
528.62
363.11
303.03
226.83
161.23
14.99
31.39
330.39
135.70
76.22
328.44
126.15
142.77
112.41
107.19
4,212.97
2,662.57
1,991.00
1,347.74
966.00
45.74
45.74
45.74
45.74
45.74
1,494.50
1,284.36
936.18
608.69
370.31
1,540.24
1,330.10
981.92
654.43
416.05
A. ASSETS OWNED BY THE COMPANY
1. Net Fixed Assets
Total Assets
B. (i) DUES TO BE PAID BY THE COMPANY
3. Other Liabilities
4. Provisions
5. Deferred Tax Liabilities (Net)
(ii) THEREFORE, COMPANY’S NET WORTH
REPRESENTED BY
1. Ordinary Share Capital
2. Reserves & Surplus
Figures for the previous year(s) have been regrouped/rearranged where considered necessary.
41
Summarised Profit & Loss Account for the Last Five Years
(Rupees in Crore)
RECEIPTS
1. Sales (including Excise Duty)
2. Other Income
3. Increase/(Decrease) in Stock
Total Receipts
EXPENDITURES
1. Raw Materials and other purchases
2. Stores and Power
3. Salary, Wages and other Amenities
4. Excise Duty
5. Sales Expenses
6. Manufacturing and other Miscellaneous
Expenses
7. Interest (Net)
Total Expenses
GROSS PROFIT
APPROPRIATIONS/TRANSFERS
1. Depreciation (Net)
2. Provision for Taxation
3. Provision for Deferred Tax
4. Provision for Fringe Benefit Tax
5. Transfer to Debenture Redemption Reserve
6. Interim Dividend (with Distribution Tax thereon)
7. Proposed Dividend (with Distribution Tax thereon)
8. Reserves
9. Surplus/(Deficit)
2009-10
2008-09
2007-08
2006-07
2005-06
5,020.63
119.04
173.07
5,312.74
4,292.07
67.92
87.96
4,447.95
3,440.32
36.90
40.88
3,518.10
2,516.46
45.45
15.07
2,576.98
1,877.82
43.78
-25.93
1,895.67
2,405.30
725.26
225.29
299.97
649.91
1,741.47
641.25
180.21
409.64
554.56
1,146.62
473.42
153.24
454.29
450.19
936.06
288.63
128.60
307.49
372.52
735.22
267.34
115.79
264.64
275.07
255.72
103.00
4,664.45
286.98
112.85
3,926.96
146.43
52.11
2,876.30
113.68
29.91
2,176.89
82.31
22.79
1,763.16
648.29
648.29
520.99
520.99
641.80
641.80
400.09
400.09
132.51
132.51
172.80
36.00
202.29
-0.13
101.25
12.03
17.34
24.00
82.71
648.29
111.87
45.00
-16.62
2.00
25.00
12.04
17.40
44.78
279.52
520.99
89.27
165.00
2.81
1.37
----29.43
40.00
313.92
641.80
58.31
75.00
--1.10
----20.86
30.00
214.82
400.09
51.57
34.00
--1.23
----15.65
5.00
25.06
132.51
Figures for the previous year(s) have been regrouped/rearranged where considered necessary.
42
2009-10
AUDITORS’ REPORT
TO THE MEMBERS OF KESORAM INDUSTRIES LIMITED
1.
We have audited the attached Balance Sheet of Kesoram Industries Limited (the “Company”) as at 31st March, 2010, the related
Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3.
As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment)
Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of ‘The Companies Act, 1956’ of India (the
‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that :
3.1 (a) The Company is maintaining proper records showing full particulars (other than details regarding revaluations made during
1982-83) including quantitative details and situation of its fixed assets.
(b) The fixed assets of the Company are physically verified by the Management according to phased programmes designed to
cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. Pursuant to such programmes [without any coverage for items of Company’s Spun Pipes &
Foundries Unit (which is under suspension of work effective 2nd May, 2008 having year-end book value of Rs.4,09,93,039)],
a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies
between the book records and the physical inventory have been noticed.
(c)
In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been
disposed off by the Company during the year.
3.2 (a) The inventories [excluding stocks with third parties and pertaining to the aforesaid Spun Pipes & Foundries Unit (year-end
book value Rs. 99,23,767)] have been physically verified by the Management during the year. In respect of inventory lying
with third parties, these have substantially been confirmed by them. In our opinion, the frequency of physical verification is
reasonable.
(b) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate
in relation to the size of the Company and nature of its business.
(c)
On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of
inventories other than work-in-process. As in earlier years, work-in-process has been determined by the Management on
the basis of physical verification as mentioned in paragraph 3.2 (a) above. The discrepancies noticed on physical verification
of inventory as compared to book records were not material.
3.3
The Company has neither granted nor taken during the year any loans, secured or unsecured, to / from companies, firms
or other parties covered in the register maintained under Section 301 of the Act.
3.4
In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and
for the sale of goods. The Company has not provided any service during the year. Further, on the basis of our examination
of the books and records of the Company and according to the information and explanations given to us, we have neither
come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control system.
43
3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year, have
been made at prices which are reasonable having regard to the prevailing market prices at the relevant time other than
transactions of special nature for which competitive quotations are not available.
3.6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975
with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has
been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal on the Company in respect of the aforesaid deposits.
3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of business.
3.8 We have broadly reviewed the books of account maintained by the Company in respect of products at its Cement, Tyre, Rayon
and Chemicals Units where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has
been prescribed under Section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine
whether they are accurate or complete.
3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion,
the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education
and protection fund [other than arrears of Rs. 56,307 (pertaining to cases under litigation) outstanding for a period of more
than six months as on 31st March, 2010], employees’ state insurance, income-tax (other than arrears of Rs. 19,23,892
outstanding for a period of more than six months as on 31st March, 2010), sales tax, wealth tax, service tax, custom duty,
excise duty, cess and other material statutory dues as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars
of dues of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2010 which
have not been deposited on account of a dispute (there being no such cases with regard to wealth tax, custom duty and
cess), are as follows –
Name of the Statute
Nature of
the dues
Income Tax Act, 1961
Income Tax
Central Sales Tax Act, 1956
Sales Tax
Amount
Rs.
50,000
2000-01
Commissioner
2000-01 to 2002-03
Supreme Court
3,07,99,841
2001-02, 2003-04,
2004-05, 2006-07
2003-04
Orissa High Court
Karnataka High Court
1999-00, 2003-04,
2004-05
1991-92 to 2002-03
West Bengal Commercial Taxes
Appellate and Revisional Board
Tribunal
2006-07
Sr. Joint Commissioner
28,37,124
2005-06, 2007-08
Commissioner
4,48,082
1999-00
Additional Commissioner
1997-98, 2001-02,
2003-04 to 2005-06
1991-92 to 2001-02,
2004-05
1987-88, 2003-04,
2004-05
Deputy Commissioner
2,62,95,867
29,25,145
1,47,85,118
6,23,26,761
42,92,465
44
Sales Tax
Forum where
dispute is pending
16,99,42,317
4,65,12,981
West Bengal Sales Tax Act,
1994
Period to which the
amount relates
2,62,30,154
Assistant Commissioner
West Bengal Commercial Taxes
Appellate and Revisional Board
2009-10
Name of the Statute
Nature of
the dues
Amount
Rs.
5,72,943
2,83,64,540
Period to which the
amount relates
Forum where
dispute is pending
1999-00
Deputy Commissioner
Delhi Sales Tax Act, 1975
Sales Tax
41,70,263
1995-96, 1997-98,
1999-00, 2001-02,
2003-04, 2004-05,
2008-09
1999-00
Jammu & Kashmir Sales
Tax Act, 1962
Tamil Nadu General Sales
Tax Act, 1959
Andhra Pradesh General
Sales Tax Act, 1957
Madhya Pradesh
Commercial Tax Act, 1994
U.P. Trade Tax Act, 1948
Sales Tax
9,90,252
1999-00
Deputy Commissioner
Sales Tax
18,07,934
1999-00
Chennai High Court
Sales Tax
25,66,651
2001-02
Tribunal
Sales Tax
6,36,696
2000-01
Deputy Commissioner
Sales Tax
Finance Act, 1994
Service Tax
Central Excise Act, 1944
Excise Duty
8,88,138
3,85,55,392
1,72,232
2005-06, 2006-07
2005-06 to 2007-08
Customs Excise & Service Tax
Appellate Tribunal
Calcutta High Court
1993-94, 1994-95
4,96,64,997
2003-04 to 2007-08
8,63,13,775
1986-87 to 1989-90.
1994-95 to 1996-97,
1999-00, 2000-01,
2002-03 to 2005-06
2003-04
19,43,327
18,86,987
1979-80 to 1982-83,
1995-96,
2001-02 to 2004-05
Customs Excise & Service Tax
Appellate Tribunal
Commissioner
Deputy Commissioner
Assistant Commissioner
3.10 The Company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial
year ended on that date and in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company
has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet
date.
3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures
and other securities.
3.13 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
3.15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee
for loans taken by others from banks or financial institutions during the year.
3.16 In our opinion, and according to the information and explanations given to us, the term loans have been applied for the
purposes for which they were obtained other than term loans in the region of Rs. 100 crores (obtained towards the end of
the financial year) which, according to management, has been temporarily used for working capital purposes / repayment
of certain short term borrowings pending eventual utilization for specific purposes.
45
3.17 On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information
and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term
investment.
3.18 The Company has not made any preferential allotment of shares during the year.
3.19 The Company has not created any security or charge in respect of Short-term debentures aggregating Rs.145 Crores
issued during the year and outstanding at year-end. The Company has not created security or charge in respect of short
term debentures issued and repaid during the year. The Company has created security or charge (other than mortgage on
certain immovable properties of the Company) in respect of long term debentures aggregating Rs. 1,00,00,00,000 issued
during the year and outstanding at year end.
3.20 The Company has not recently raised any money by public issues.
3.21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come
across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such
case by the Management.
4.
Further to our comments in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for
the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our
examination of those books;
(c)
The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply
with the accounting standards referred to in Section 211(3C) of the Act;
(e) On the basis of the written representations received from the directors as on 31st March, 2010, and taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms
of Section 274 (1) (g) of the Act;
(f)
In our opinion and to the best of our information and according to the explanations given to us, the said financial statements
together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act,
and subject to Note 7(c) regarding Director’s remuneration of Rs. 27,59,365 for which shareholders’ approval is yet to be
obtained, give a true and fair view in conformity with the accounting principles generally accepted in India:
(i)
in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010;
(ii)
in the case of the Profit and Loss Account, its profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Place: Kolkata
Date: 28th April, 2010
Firm Registration No. 301112E
(S. K. Deb)
Partner
46
2009-10
ACCOUNTS
47
Balance Sheet as at 31st March, 2010
Schedule
I.
SOURCES OF FUNDS
(1) SHAREHOLDERS’ FUNDS
(a) Capital
(b) Reserves and Surplus
(2) LOAN FUNDS
(a) Secured Loans
(b) Unsecured Loans
1
2
31st March, 2010
Rs.
Rs.
45,74,16,395
14,94,49,93,646
3
4
15,40,24,10,041
45,74,16,395
12,84,36,32,750
13,30,10,49,145
33,40,91,88,651
15,36,26,89,794
6,05,65,00,732
21,41,91,90,526
3,28,43,82,864
1,26,14,75,335
52,09,59,81,556
35,98,17,15,006
38,44,65,38,857
51,43,36,876
27,17,56,66,830
9,13,21,93,666
18,04,34,73,164
8,64,85,27,277
26,69,20,00,441
61,78,09,596
18,63,71,52,800
14,77,20,35,851
DEFERRED TAX LIABILITY (NET)
[Note 6 on Schedule 17]
II. APPLICATION OF FUNDS
(1) FIXED ASSETS
(a) Gross Block
(b) Less: Depreciation
(c) Net Block
(d) Capital Work-in-Progress
(2) INVESTMENTS
(3) CURRENT ASSETS, LOANS AND ADVANCES
(a) Inventories
(b) Sundry Debtors
(c) Cash and Bank Balances
(d) Other Current Assets
(e) Loans and Advances
Less: CURRENT LIABILITIES AND
PROVISIONS
(a) Current Liabilities
(b) Provisions
5
45,14,16,04,666
10,82,33,98,332
34,31,82,06,334
4,12,83,32,523
6
7
8
9
10
11
9,16,19,41,383
5,42,88,86,145
80,44,88,277
30,13,37,962
2,87,46,21,844
18,57,12,75,611
5,89,06,12,970
3,80,17,05,637
56,85,52,594
22,36,41,866
2,13,24,11,958
12,61,69,25,025
5,28,62,44,550
14,99,25,238
5,43,61,69,788
3,63,11,25,661
31,38,94,395
3,94,50,20,056
8,67,19,04,969
35,98,17,15,006
12
Net Current Assets
13,13,51,05,823
52,09,59,81,556
Notes on the Accounts
31st March, 2009
Rs.
17
The Schedules referred to above form an integral part of the Balance Sheet.
This is the Balance Sheet referred to in our report of even date.
B. K. BIRLA
Firm Registration No. 301112 E
Kolkata,
28th April, 2010.
48
(S.K. DEB)
Partner
DEEPAK TANDON
Whole-time Director
S.K.PATODIA
Secretary
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Chairman
Directors
2009-10
Profit and Loss Account for the year ended 31st March, 2010
Schedule
2009-2010
Rs.
Rs.
INCOME
Sales
Less: Excise Duty
Net Sales
Other Income
50,20,63,31,903
2,89,97,85,846
47,30,65,46,057
1,25,06,67,722
48,55,72,13,779
13
EXPENDITURE
Raw Materials and Finished Goods
14
Manufacturing, Selling and Administrative Expenses
15
Depreciation
Less: Transfer from Capital Reserve- Revaluation of Fixed Assets
[Note 1(b) (iv) on Schedule 17]
Interest
16
22,32,23,47,484
18,66,16,06,783
2008-2009
Rs.
42,92,06,86,229
4,14,34,65,940
38,77,72,20,289
75,93,98,846
39,53,66,19,135
1,72,80,03,438
1,09,03,12,626
43,80,22,70,331
16,53,51,71,038
16,58,30,22,170
1,13,05,95,945
1,20,34,878
1,11,85,61,067
1,20,87,21,809
35,44,54,76,084
PROFIT BEFORE TAXATION
Provision for Current Taxation [Note 13 on Schedule 17]
Provision for Deffered Tax [charge/(credit)] [Note 6 on Schedule 17]
Provision for Fringe Benefit Tax [charge/(credit)]
4,75,49,43,448
36,00,00,000
2,02,29,07,529
(13,38,258)
4,09,11,43,051
45,00,00,000
(16,62,66,850)
2,00,00,000
PROFIT AFTER TAXATION
Transfer to Debenture Redemption Reserve (Net)
[Notes 18.1, 18.2 & 19.3 on Schedule 17]
PROFIT AVAILABLE FOR APPROPRIATION
APPROPRIATIONS
Proposed Dividend
Tax on Proposed Dividend
Interim Dividend
Tax on Interim Dividend
General Reserve
2,37,33,74,177
1,01,25,00,000
3,78,74,09,901
25,00,00,000
1,36,08,74,177
3,53,74,09,901
53,37,71,823
82,71,02,354
14,86,65,784
2,52,65,750
10,29,22,466
1,74,91,673
44,78,16,845
74,21,62,518
2,79,52,47,383
51.88
82.80
1,73,53,16,026
73,12,588
14,86,65,784
2,46,91,900
10,29,22,466
1,74,91,673
24,00,00,000
Balance carried to Schedule 2
Earnings per Share (Basic and Diluted) [Note 23 on Schedule 17]
Notes on the Accounts
17
The Schedules referred to above form an integral part of the Profit and Loss Account.
This is the Profit and Loss Account referred to in our report of even date.
B. K. BIRLA
Kolkata,
28th April, 2010.
(S.K. DEB)
Partner
DEEPAK TANDON
Whole-time Director
S.K.PATODIA
Secretary
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Chairman
Directors
49
SCHEDULE 1
CAPITAL
31st March, 2010 31st March, 2009
Rs.
Rs.
AUTHORISED
50,00,000 Redeemable Cumulative Preference Shares of Rs. 100 each
4,00,000 Redeemable Cumulative Second Preference Shares of Rs. 100 each
6,60,00,000 Ordinary Shares of Rs. 10 each
ISSUED, SUBSCRIBED AND PAID-UP
4,57,43,318 Ordinary Shares of Rs. 10 each fully paid up
Out of the above :shares of Rs. 10 each allotted as fully paid up
5,75,435
without payment being received in cash pursuant
to a scheme of amalgamation
59,49,480
shares of Rs. 10 each allotted as fully paid up
bonus shares by way of capitalisation of Reserve
4,00,000
shares of Rs. 10 each - Rs. 3.75 per share received
in cash and balance credited as bonus by way of
capitalisation of Reserve
Less: Allotment Money receivable
50,00,00,000
4,00,00,000
66,00,00,000
1,20,00,00,000
50,00,00,000
4,00,00,000
66,00,00,000
1,20,00,00,000
45,74,33,180
45,74,33,180
16,785
45,74,16,395
16,785
45,74,16,395
SCHEDULE 2
RESERVES AND SURPLUS
Balance as at
31st March, 2009
Rs.
CAPITAL RESERVES
Revaluation of Fixed Assets
Development Grant/ Subsidy
Amalgamation Reserve
CAPITAL REDEMPTION RESERVE
DEBENTURE REDEMPTION RESERVE
SHARE BUY BACK RESERVE
REVENUE RESERVES
General
Doubtful Debts & Contingencies
Profit and Loss Account
4,12,15,940
40,60,625
3,58,81,176
25,00,00,000
7,00,73,060
Additions
Rs.
Balance as at
31st March 2010
Rs.
2,91,13,990 (b)
1,26,25,00,000 (c)
-
73,24,458 (a)
25,00,00,000 (d)
-
3,38,91,482
40,60,625
2,91,13,990
3,58,81,176
1,26,25,00,000
7,00,73,060
2,00,00,00,000
20,00,000
2,40,32,30,801
24,00,00,000
1,53,16,13,990
25,73,24,458
2,24,00,00,000
20,00,000
3,67,75,20,333
10,44,04,01,949
12,84,36,32,750
82,71,02,354
(a) Comprising (i) Additional depreciation charge on revalued fixed assets transferred to
Profit and Loss Account [Note 1(b) (iv) on Schedule 17]
(ii) Adjustment relating to fixed assets withdrawn
(b) Arising out of amalgamation (Note 2.3 on Schedule 17)
(c) Refer Notes 18.2 and 19.3 on Schedule 17
(d) Refer Note 18.1 on Schedule 17
(e) Adjustment consequent to amalgamation (Note 2.3 on Schedule 17)
50
Deductions
Rs.
30,990 (e)
11,26,74,73,313
14,94,49,93,646
73,12,588
11,870
73,24,458
2009-10
SCHEDULE 3
SECURED LOANS
Nature of Loans
Nature of Security
Rs.
Rs.
I. 13% Redeemable Non
First charge by way of hypothecation/mortgage on all the
Convertible Debentures
present and future current assets (save and except book
[Note 18.1 on Schedule 17] debts and current assets hypothecated to banks in the
ordinary course of business for working capital requirement)
and movable/ immovable properties (mortgage not created
on immovable properties at Uttarakhand of Company’s Tyre
Unit) of all Units of the Company on pari passu basis with
other lenders.
-
1,00,00,00,000
7.30% Redeemable Non
Hypothecation/mortgage (since created) on all the present
Convertible Debentures
and future movable (save and except book debts) /
[Note 18.2 on Schedule 17] immovable properties (including mortgage to be created
on immovable properties at Uttarakhand of Company’s
Tyre Unit) of all Units of the Company on pari passu basis
with other lenders.
1,00,00,00,000
-
2,14,28,91,200
2,86,57,90,400
-
10,37,246
II. Term Loans from
- State Bank of India
Hypothecation/ mortgage charge over all the immovable
and movable properties (including charge to be created on
properties at Uttarakhand of Company’s Tyre Unit) both
present and future of all the Units of the Company ranking
pari passu with the existing charges save and except assets
exclusively charged to other for specific loans.
Interest accrued and due
- ICICI Bank Limited
First pari passu charge on both present and future movable
fixed assets of Cement expansion project at Vasavadatta
Cement Unit by way of hypothecation and first pari passu
charge of mortgage over both present and future immovable
fixed assets of Vasavadatta Cement Unit of the Company
2,85,51,25,000
2,85,51,25,000
Hypothecation/mortgage over all the movable/immovable
assets (including mortgage on all immovable assets of all
the Units of the Company and hypothecation of movable
assets of the Company’s Spun Pipes & Foundries Unit to
be created ) both present and future of all the Units of the
Company ranking pari passu with the existing charges
save and except assets exclusively charged to others for
specific loans.
1,99,97,93,371
2,00,00,00,000
1,78,33,774
36,46,575
-
63,06,39,598
-
1,03,14,398
8,01,56,43,345
9,36,65,53,217
Hypothecation over all movable properties and first pari
passu charge on immovable properties, both present and
future, of all the Units of the Company.
Carried over
51
SCHEDULE 3 (Contd.)
SECURED LOANS
Nature of Loans
Nature of Security
Rs.
Rs.
Brought forward
8,01,56,43,345
9,36,65,53,217
Hypothecation/mortgage over all the movable/immovable
1,09,84,87,513
1,35,00,00,000
assets (including mortgage on all immovable assets of all
the Units of the Company to be created ) both present and
future of all the Units of the Company ranking pari passu
with the existing charges save and except assets exclusively
charged to others for specific loans.
1,00,27,876
1,28,98,973
First mortgage / charge to be created on all the fixed assets
1,00,00,00,000
both present and future of the Company on pari passu basis
with all the term lenders of the Company.
2,12,329
24,40,00,000
- State Bank of Hyderabad Hypothecation over all movable properties and first pari
8,16,00,000
- State Bank of Bikaner &
Jaipur
- State Bank of Indore
16,28,00,000
6,10,80,000
- State Bank of Mysore
- Standard Chartered Bank First pari passu charge by way of hypothecation over all
92,98,00,000
92,98,00,000
movable assets,both present and future of the Company
and first pari passu charge by way of mortgage over all
immovable properties (including charge to be created on
assets at Uttarakhand of Company’s Tyre Unit) both present
and future, of all the Units of the Company.
- Standard Chartered Bank First pari passu charge by way of hypothecation/mortgage
67,11,56,517
48,30,51,041
over all movable/immovable properties (including charge
to be created on immovable properties at Uttarakhand of
Company’s Tyre Unit) both present and future, of all the
Units of the Company.
First pari passu charge to be created with other lenders on
1,22,49,02,193
existing and future fixed assets of the Company including
equitable mortgage on land and building.
First pari passu charge to be created over the fixed assets
45,11,57,547
- HSBC Bank Ltd.
of the tyre division at Uttarakhand.
- YES Bank Ltd.
First pari passu charge to be created over the fixed assets
28,06,25,000
of the tyre division at Uttarakhand.
- DBS Bank Ltd.
Pari passu first mortagage to be created on all immovable
96,32,00,000
assets and pari passu first hypothecation to be created on
all movable fixed assets of the company.
Carried over
52
14,64,52,12,320
12,69,17,83,231
2009-10
SCHEDULE 3 (Contd.)
SECURED LOANS
Nature of Loans
Nature of Security
Rs.
Rs.
Brought forward
- IndusInd Bank Ltd.
pari passu first charge to be created on the
fixed assets of the company.
14,64,52,12,320
12,69,17,83,231
1,00,00,00,000
-
1,78,082
-
-
1,03,29,25,000
1,40,00,00,000
50,00,00,000
10,45,479
17,21,841
29,86,44,216
20,48,93,588
-
19,565
1,29,20,72,703
93,13,46,569
18,63,71,52,800
15,36,26,89,794
III. From Scheduled Banks
- Foreign Currency Non Repatriable Loan
- Working Capital Demand Loan
Hypothecation of current assets and second
charge on movable and immovable fixed
assets, both present and future of the
Company.
- Overdraft/ Cash Credit
- Packing Credit Loan
SCHEDULE 4
UNSECURED LOANS
Fixed Deposits
Security deposits from Selling Agents and others
31st March, 2010
31st March, 2009
Rs.
Rs.
4,92,24,000
1,90,07,000
2,14,70,74,652
1,71,48,68,536
7,60,46,805
5,67,27,963
4,03,19,47,144
1,23,54,89,858
94,07,192
-
37,32,453
3,00,77,238
3,85,00,00,000
-
Short Term Loans
- from banks (Note 19.1 on Schedule 17)
- Temporary bank overdraft
- Others (Note 19.1 on Schedule 17)
Other loans
- from Banks (Note 19.2 on Schedule 17)
- Others
4,60,00,00,000 #
46,03,605
14,77,20,35,851
1,00,00,00,000 *
3,30,137
2,00,00,00,000 *
6,05,65,00,732
# Includes Rs.1,00,00,00,000 repayable within one year from the Balance Sheet date.
* Repayable within one year from the Balance Sheet date if put/ call option is exercised by the Company/ lender in keeping with the
terms of related agreements.
53
54
At Cost/ Valuation
as at
31st March, 2009
GROSS BLOCK
Additions/
Deletions/ Cost/ Valuation
Adjustments
Adjustments as at 31st March,
2010 [Note 1(b)
(i) and 1 (b) (ii) on
Schedule 17]
Rs.
Rs.
Rs.
64,81,04,974 (d)
- 1,33,70,85,508
59,69,894
2,59,18,97,719 (e)
- 5,87,35,89,033(e)
2,03,37,621
10,65,98,743
14,60,35,72,612
4,40,05,442 37,29,62,22,497
41,98,14,080
12,48,85,601
26,37,195
As at
31st March,
2009
DEPRECIATION
NET BLOCK
For the year
On
As at
As at
As at
Deletions/ 31st March,
31st March,
31st March,
Adjustments
2010
2010
2009
during the
year
Rs.
Rs.
Rs.
Rs.
Rs.
- 1,33,70,85,508
68,89,80,534
58,89,813
80,081
87,833
7,752
10,43,85,394
49,05,04,236 5,38,30,84,797
2,89,55,72,472
4,65,85,569
6,00,13,174
4,25,83,284
29,07,731
1,57,78,11,746 3,83,27,533 10,07,67,08,451 27,21,95,14,046
14,19,94,31,089
4,08,83,186 18,06,700
17,35,50,849
24,62,63,231
16,30,91,311
Freehold Land
Buildings
Plant and Machinery
2,98,02,512
11,39,51,068
64,87,40,836
79,24,94,416
Rs.
(b) Including (i) Rs.52,497 (31.03.2009 - Rs.52,497), Rs.54,35,051 (31.03.2009 - Rs.54,17,796) and Rs.14,38,479
(31.03.2009 - Rs. 14,38,479) being jointly owned Building, Furniture, Fixture & Office Equipments and Plant &
Machinery respectively.
(ii) Rs.7,65,27,209 (31.03.2009 - Rs.7,65,27,209) Technical Know-how fees amortised over a period of 5 years.
(iii) Rs.85,898 (31.03.2009 - Rs.85,898) being aggregate cost of land on lease to third parties.
(iv) Rs.2,55,59,657 (31.03.2009 - Rs.66,15,062) being cost of assets lying with third parties.
(v) Rs.79,24,94,416 being book value of revalued fixed assets [Note 1(b)(ii) on Schedule 17] as below:
(e) Includes Rs.1,89,98,720 for which the related deed of conveyance is yet to be
executed.
(d) Includes Rs.57,00,00,000 acquired on amalgamation (Note 2.3 on Schedule 17)
(c) Includes :
(i) Rs.6,65,04,668 (31.03.2009 interest - Rs.26,19,50,230) being borrowing cost
capitalised during the year.
(ii) Expenses allocated Rs.11,95,11,265 (31.03.09 - Rs.51,01,35,230) [Note 17 on
Schedule 17]
(iii) Rs.1,26,49,33,584 (31.03.2009 - Rs.1,57,72,08,591) being Capital Advances
(iv) Net gain of Rs.28,47,110 (31.03.2009 Loss - Rs.12,24,21,196) being adjustment
relating to foreign currency fluctuation.
Rs.
Rs.
Freehold Land
68,89,80,534
Leasehold Land
59,69,894
58,82,061
38,61,18,842
Buildings
3,28,16,91,314
Railway Siding
8,62,61,122
4,36,77,838
8,53,72,24,238
Plant and Machinery
22,73,66,55,327
13,44,74,363
29,75,65,674
Furniture, Fixture and
Office Equipments
Software Acquired (intangible)
1,51,84,498
23,13,717
23,13,717
1,28,70,781
1,51,84,498
Vehicles etc.
7,78,57,071
1,46,37,570
61,98,372
8,62,96,269
2,48,16,324
70,06,500 39,77,127
2,78,45,697
5,84,50,572
5,30,40,747
Livestock
6,85,894
2,01,500
43,250
8,44,144
8,44,144
6,85,894
27,17,56,66,830 18,01,88,22,095 (a) 5,28,84,259 45,14,16,04,666 (b) 9,13,21,93,666 1,73,53,16,026 4,41,11,360 10,82,33,98,332 34,31,82,06,334
18,04,34,73,164
18,95,44,39,391 8,34,83,68,174 (a) 12,71,40,735 27,17,56,66,830 (b) 8,11,20,25,873 1,13,05,95,945 11,04,28,152 9,13,21,93,666 18,04,34,73,164
Previous Year
Capital Work-in-progress (including Capital Advances - Unsecured Considered Good)
4,12,83,32,523 (c) 8,64,85,27,277 (c)
38,44,65,38,857
26,69,20,00,441
(a) Includes :
(i) Net gain of Rs.20,06,45,636 (31.03.09 - Loss - Rs.14,67,69,056) being adjustment relating to foreign currency
fluctuation.
(ii) Rs.46,08,76,246 (Previous Year - Rs.22,90,04,570) being borrowing cost capitalised during the year.
FIXED ASSETS
SCHEDULE 5
2009-10
SCHEDULE 6
INVESTMENTS
Number
Face Value
Book Value
Book Value
of each
as at
as at
Share
Rs.
Rs.
Rs.
Long Term - Trade
FULLY PAID SHARES (AT COST)
Gondkhari Coal Mining Ltd. (Note 16 on Schedule 17)
22,728
10
2,27,280
-
4,19,815
10
2,89,61,285
2,89,61,285
10,000
10
75,000
75,000
25,46,100
10
12,43,356
12,43,356
Coromandel Stampings & Stones Ltd.- Equity Shares
10,000
10
1
1
ECE Industries Ltd.- Equity Shares
59,000
10
6,69,859
6,69,859
Manjushree Plantations Ltd. - Equity Shares *
1,53,268
10
1,04,16,094
1,04,16,094
Aditya Birla Nuvo Ltd. - Equity Shares
1,94,347
10
1,74,93,994
1,74,93,994
Birla Buildings Ltd. - Ordinary Shares
20,000
10
2,00,000
2,00,000
Calcutta Stock Exchange Association Ltd. - Equity Shares
10,455
1
2,09,10,000
2,09,10,000
13,40,680
10
12,91,29,764
12,91,29,764
Century Textiles & Industries Ltd. - Equity Shares
2,00,000
10
16,80,56,382
16,80,56,382
ECE Industries Ltd. - Equity Shares
4,04,096
10
1,57,20,795
1,57,20,795
119
10
24,24,802
24,24,802
Grasim Industries Ltd. - Equity Shares
1,42,220
10
56,90,090
56,90,090
HGI Industries Ltd. - Equity Shares
4,96,100
10
1
1
53,586
1
14,77,946
14,77,946
Jay Shree Tea & Industries Ltd. - Equity Shares
1,94,058
10
1,18,600
1,18,600
Kesoram Insurance Broking Services Ltd. - Equity Shares
1,43,000
10
2,86,000
2,86,000
42,96,986
2
3,80,70,170
1,57,70,170
(22,728 Equity Shares purchased during the year)
Long Term - Other than Trade
(1) FULLY PAID SHARES
At Under Cost:
Aditya Birla Nuvo Ltd. - Equity Shares
Birla Buildings Ltd.-Equity Shares
Century Textiles & Industries Ltd.- Equity Shares
Century Enka Ltd. - Equity Shares
Essel Mining & Industries Ltd. - Equity Shares
Hindalco Industries Ltd. - Equity Shares
Kesoram Textile Mills Ltd. - Equity Shares
(20,00,000 Equity Shares purchased during the year)
(22,96,986)
Mangalam Cement Ltd. - Equity Shares
28,62,000
10
4,65,41,500
4,65,41,500
Mangalam Timber Products Ltd. - Equity Shares
24,45,000
10
3,09,69,500
3,09,69,500
10
100
1,000
1,000
Padmavati Investment Ltd. - Equity Shares
7,231
10
58,81,551
58,81,551
Vasavadatta Services Ltd. - Equity Shares
18,800
10
1,88,000
1,88,000
Vidula Chemicals & Manufacturing Industries Ltd. - Equity Shares *
44,750
10
5,93,138
5,93,138
52,53,46,108
50,28,18,828
Meghdoot Co-operative Housing Society Ltd.- Shares
carried over
55
SCHEDULE 6 (Contd.)
INVESTMENTS
Number
Face Value
Book Value
Book Value
of each
as at
as at
Share
Rs.
Rs.
Rs.
Brought forward
(2) FULLY PAID SHARES IN SUBSIDIARY
At Cost
Bulland Buildmart Pvt. Ltd. - Equity Share
[Cancelled on amalgamation with the Company
(Note 2 on Schedule 17)]
52,53,46,108
50,28,18,828
-
12,60,00,000
52,53,46,108
1,10,09,232
51,43,36,876
62,88,18,828
1,10,09,232
61,78,09,596
48,41,43,242
3,01,93,634
51,43,36,876
46,18,43,242
15,59,66,354
61,78,09,596
3,44,36,55,672
1,46,23,46,283
10
(2,10,000)
Less : Provision for diminution in value of investments *
Aggregate Book Value of Investment in Shares :
Quoted (net of provision)
Unquoted
Aggregate Market Value of Quoted Investment in Shares :
(excluding investments in HGI Industries Ltd. Kesoram Textile Mills Ltd.,
Manjushree Plantations Ltd. and Vidula Chemicals & Manufacturing Industries
Ltd. in absence of any current quotation)
Figures in bracket represents for previous year.
INVESTMENTS
Investments purchased and sold during the year
Current Investment – other than trade
Units in Mutual Funds
NFSTD Canara Robeco Floating Rate ST Daily Dividend Fund
SBI – Magnum Insta Cash Fund – Daily Dividend Option
UTI Liquid Cash Plan Institutional – Daily Income Option - Re -investment
32ISD ICICI Prudential Institutional Liquid Plan – Super Institutional Daily Div
1564 ICICI Prudential Institutional Liquid Plan – Super Institutional Daily Div
Birla Sun Life Cash Plus - Insti – Daily Dividend - Reinvestment
Kotak Flexi Debt Scheme Institutional – Daily Dividend
Kotak Liquid (Institutional) - Daily Dividend
Kotak Floater Long Term – Daily dividend
UTI Treasury Advantage Fund – Institutional Plan (Daily Dividend Option) Re – investment
DWS Treasury Fund - Cash Institutional Plan – Daily Dividend
DWS Insta Cash Plus Fund – Super Institutional Plan Daily Dividend
HDFC Cash Management Fund – Treasury Advantage Plan – Wholesale Daily Dividend
HDFC Cash Management Fund – Savings Plan – Daily Dividend Re-investment
56
Number
Face Value of
each Unit.
Rs.
Cost
Rs.
4,38,83,426.455
53,77,342.246
60,00,185.037
2,15,12,904.131
52,52,321.042
1,48,20,496.837
64,75,668.056
1,75,86,392.620
74,44,537.253
23,11,213.728
10
10
1,000
10
100
10
10
10
10
1,000
45,02,43,955
9,00,72,096
6,11,68,62,842
21,51,76,370
52,53,47,995
16,00,95,453
6,50,64,275
21,50,48,168
7,50,39,447
2,31,17,08,472
79,78,846.619
6,08,49,515.450
1,79,53,710.785
10
10
10
8,00,35,915
61,03,44,980
18,01,02,650
1,69,31,108.359
10
18,00,86,041
2009-10
SCHEDULE 6 (Contd.)
INVESTMENTS
Investments purchased and sold during the year
Number
Current Investment – other than trade
Units in Mutual Funds
32 IPD ICICI Prudential Liquid Plan Institutional Plus - Daily Dividend
42,20,059.933
32IN ICICI Prudential Institutional Liquid Plan – Weekly Dividend Option
Face Value of
each Unit.
Rs.
Cost
Rs.
10
5,00,14,040
25,32,778.373
10
3,00,00,000
50,035.925
1,000
5,00,35,925
2,28,606.961
10
50,00,000
NLFID – Canara Robeco Liquid Fund – Institutional Daily Dividend Re-investment
34,85,979.117
10
3,50,02,716
NLPIDD – Canara Robeco Treasury Advantage Institutional Daily Dividend
Fund
28,29,352.027
10
3,51,04,054
Axis Treasury Advantage Fund – Daily Dividend
Reliance Liquid Fund – Treasury Plan – Retail Option – Growth Option Growth Plan
SCHEDULE 7
INVENTORIES
[Refer Note 1(d) on Schedule 17]
Rs.
Rs.
1,41,05,51,015 1,31,70,98,342
3,68,26,04,239 2,24,13,15,921
1,16,10,35,446
64,81,52,922
2,90,77,50,683 1,68,40,45,785
9,16,19,41,383 5,89,06,12,970
Stores and Spare Parts
Raw Materials
Work-in-Process
Finished Goods
SCHEDULE 8
SUNDRY DEBTORS
Rs.
Rs.
Debts over six months
Secured - Considered good
Unsecured
- Considered good
- Considered doubtful
Less: Provision for doubtful debts
Other Debts - Considered good
Secured
Unsecured
3,85,26,566
1,87,37,401
2,64,92,984
3,29,54,603
5,28,089
3,34,82,692
5,28,089
3,29,54,603
5,36,38,66,595
5,42,88,86,145
1,35,75,34,063
2,39,24,79,570
3,75,00,13,633
3,80,17,05,637
2,64,92,984
7,79,698
2,72,72,682
7,79,698
1,63,65,95,772
3,72,72,70,823
57
SCHEDULE 9
CASH AND BANK BALANCES
Cash in hand [including Rs.2,30,623 (31.03.2009 - Rs.63,44,073)
cheques/ drafts in hand]
With Scheduled Banks on Current Account [including Rs.22,31,20,485 (31.03.2009 - Rs.19,12,56,787)
Remittances in transit]
Unpaid Dividend Accounts
Term Deposit Account
[(including Rs.21,188 (31.03.2009- Rs.21,188)] pledged with sales tax/
ESI Authorities]
With Post Office Savings Bank Account
[Maximum Amount outstanding at any time during the year
Rs. 5,000 (Previous Year Rs. 5,000)]
31st March, 2010
Rs.
31st March, 2009
Rs.
36,27,459
83,38,292
78,11,08,183
1,66,16,447
31,31,188
54,25,66,016
1,48,12,098
28,31,188
5,000
5,000
80,44,88,277
56,85,52,594
31st March, 2010
Rs.
31st March, 2009
Rs.
18,95,72,174
10,85,54,875
32,10,913
30,13,37,962
10,84,63,420
11,23,81,314
27,97,132
22,36,41,866
31st March, 2010
Rs.
31st March, 2009
Rs.
6,94,59,306
2,27,24,04,041
41,50,00,000
8,61,48,926
1,63,00,44,650
34,21,672
12,18,382
8,43,36,825
44,50,00,000
-
2,87,46,21,844
2,13,24,11,958
SCHEDULE 10
OTHER CURRENT ASSETS
Unsecured - Considered Good
Deposits
Accruals under Duty Exemption Scheme pertaining to exports
Accrued Interest on deposits
SCHEDULE 11
LOANS AND ADVANCES
Unsecured - Considered Good
Loan to Subsidiary
Other Loans (including accrued interest)
Advances recoverable in cash or in kind or for value to be received
Balance with Excise, Port Trust and Customs Authorities etc.
Advance Payment of Income Tax and tax deducted at source [net of Provision for taxation
(including tax on Proposed Dividend) Rs.3,39,00,15,340]
MAT Credit Entitlement [Note 13(a) on Schedule 17]
58
2009-10
SCHEDULE 12
CURRENT LIABILITIES AND PROVISIONS
Rs.
31st March, 2010
31st March, 2009
Rs.
Rs.
CURRENT LIABILITIES
Sundry Creditors
Due to Micro and Small Enterprise *
Others
14,45,289
10,33,407
3,84,21,47,562
2,44,26,08,661
3,84,35,92,851
2,44,36,42,068
37,00,04,405
16,11,15,481
1,66,16,405
1,48,12,056
Other Liabilities
92,48,52,087
85,76,00,000
Interest accrued but not due on loans
13,11,78,802
15,39,56,056
5,28,62,44,550
3,63,11,25,661
-
15,98,60,977
12,59,454
53,67,634
14,86,65,784
14,86,65,784
14,99,25,238
31,38,94,395
Advance from customers
Unclaimed Dividend
* represents principal amount
Note:
There is no amount due and outstanding to be credited to Investors Education and
Protection Fund as at Balance Sheet Date other than unclaimed dividend of Rs.56,307
(31.03.2009 - Rs.45,903) pertaining to cases under litigation regarding beneficial
ownership of shares.
PROVISIONS
Taxation including tax on Proposed Dividend [net of Advance Income Tax
(including tax deducted at source) 31.03.2009 Rs.3,13,89,68,127]
Fringe Benefit Tax [Net of Advance Tax Rs.3,35,05,788
(31.03.2009 - Rs.4,12,53,551)]
Proposed Dividend
59
SCHEDULE 13
OTHER INCOME
Rs.
2009-2010
2008-2009
Rs.
Rs.
Income from Long Term Investments (other than trade)
- Dividend
- Interest
4,74,18,383
4,72,28,746
-
22,098
Dividend income from Current Investments (other than trade)
4,74,18,383
4,72,50,844
46,55,917
19,43,811
Interest (Gross)
On loans [Tax deducted at source Rs.9,30,662
83,30,946
74,78,558
24,34,616
15,93,105
-
4,10,26,910
4,95,20,284
2,99,04,760
-
1,88,879
(2008-2009 - Rs.11,34,181)]
On bank and other deposits [Tax deducted at source Rs.2,65,933
(2008-2009 - Rs.1,15,691)]
On advance tax
On delayed payment by customers
On delayed credit by bank
6,02,85,846
8,01,92,212
1,38,72,213
1,79,36,425
Accruals under duty exemption scheme pertaining to exports
30,87,77,655
24,05,67,739
Foreign Currency Translation Gain (Net)
31,15,13,362
-
Liabilities no longer required written back
2,07,22,174
4,64,64,863
Profit on Fixed Assets sold/ discarded (Net)
-
3,35,17,858
Profit on Long Term Investments (other than trade) sold
-
36,14,099
42,250
76,319
48,33,79,922
28,78,34,676
1,25,06,67,722
75,93,98,846
Insurance Claims
Profit on Current Investments (other than trade) sold
Miscellaneous Income (Note 20 on Schedule 17)
60
2009-10
SCHEDULE 14
RAW MATERIALS AND FINISHED GOODS
Rs.
(i) Raw Materials Consumed
Opening Stock
Purchases (a)
Less : Closing Stock
Raising cost of limestone (b)
(ii) (Increase)/Decrease in Work In Process, Finished Goods
Opening Stock
Work - in - Process
Finished Goods
Purchases (c)
Less: Work-in-Process transferred to trial run
Add: Processed (11,876 MT)/ Semi-processed
items transferred from trial run [Note 17 on Schedule 17]
Less: Closing Stock
Work - in - Process
Finished Goods
Less : Transferred to Capital Jobs
(a) Purchase of Raw Materials is net of sale value
(b) Limestone Raising Cost include:
Salaries, Wages, Bonus etc.
Contribution to Provident and other Funds
Workmen and Staff welfare
Dead Rent, Royalty etc.
Power and Fuel
Stores Consumed
Machinery repairs
Other repairs
Rates and taxes
Insurance
2009-2010
Rs.
2008-2009
Rs.
22,79,99,08,722
92,20,27,338
2,21,03,73,329
16,10,08,47,131
18,31,12,20,460
2,24,13,15,921
16,06,99,04,539
74,34,58,869
2,24,13,15,921
24,24,11,97,040
26,48,25,12,961
3,68,26,04,239
64,81,52,922
1,68,40,45,785
2,33,21,98,707
33,10,69,513
2,66,32,68,220
87,10,670
51,79,69,097
95,67,26,145
1,47,46,95,242
60,13,73,325
2,07,60,68,567
-
5,11,99,799
2,70,57,57,349
3,08,21,279
2,10,68,89,846
1,16,10,35,446
2,90,77,50,683
(1,36,30,28,780)
3,65,59,796
(1,39,95,88,576)
22,32,23,47,484
64,81,52,922
1,68,40,45,785
(22,53,08,861)
5,28,83,509
(27,81,92,370)
16,53,51,71,038
-
6,95,52,346
5,02,63,958
40,89,827
42,16,356
41,16,04,532
6,99,040
25,68,61,134
14,89,55,877
12,31,243
2,07,212
7,49,124
4,73,86,522
38,47,957
42,56,480
26,88,63,174
12,68,872
26,88,15,610
12,18,13,066
5,88,674
1,20,627
3,71,532
61
SCHEDULE 14 (Contd.)
RAW MATERIALS AND FINISHED GOODS
2009-2010
2008-2009
Rs.
Rs.
Quantity
2009-2010
2008-2009
(c) Purchase of finished goods comprise:
Tyres, tubes & flaps (set)
Nos.
1,363
550
1,51,09,813
74,31,195
Tubes
Nos.
2,43,239
3,79,251
18,41,00,910
40,27,78,598
Flaps
Nos.
6,36,940
8,44,817
13,18,58,790
19,09,03,743
Market Fittings
Pcs.
-
4,121
-
2,59,789
33,10,69,513
60,13,73,325
SCHEDULE 15
MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES
2009-2010
2008-2009
Rs.
Rs.
1,94,58,01,308
1,50,53,55,295
16,53,02,151
13,02,56,510
55,91,004
44,20,321
Contribution to Gratuity Fund
2,07,91,375
6,90,67,078
Contribution under Employees’ State Insurance Scheme
1,32,06,277
1,25,08,546
10,21,77,664
8,05,38,069
6,24,22,83,052
5,55,90,83,241
1,01,02,95,519
85,33,87,851
8,05,03,564
6,08,04,053
45,71,18,122
36,17,80,083
4,33,43,666
3,91,62,967
3,09,60,514
2,12,73,153
37,76,74,881
30,23,57,075
7,05,29,037
5,19,46,423
Brokerage and Discounts
1,55,72,92,220
97,85,74,137
Packing, Carriage and Shipping
4,32,36,88,687
4,14,30,15,641
61,80,82,818
42,40,27,119
Directors’ Fees
11,20,000
7,25,000
Directors’ Commission
24,00,000
20,00,000
17,06,81,61,859
14,60,02,82,562
Contribution to Provident Fund
Contribution to Superannuation Fund
Workmen and Staff Welfare
Power and Fuel
Stores and Spare Parts consumed [less sale value Rs.4,49,88,342
(2008-2009 - Rs.2,28,70,199)]
Repairs and Maintenance
Building
Plant and Machinery
Others
Rent [Net of realisation Rs.1,14,94,243 (2008-2009 - Rs.98,20,697)]
Rates and Taxes
Insurance
Commission to Selling Agents
Carried over
62
2009-10
SCHEDULE 15
MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES
2009-2010
2008-2009
Rs.
Rs.
17,06,81,61,859
14,60,02,82,562
Long Term Investments (other than trade) written off
-
13,000
Debts/ Advances/ Deposits written off
-
7,22,15,354
26,23,824
-
2,51,609
5,28,089
-
45,74,30,209
1,59,05,69,491
1,45,25,52,956
18,66,16,06,783
16,58,30,22,170
2009-2010
2008-2009
Rs.
Rs.
Brought Forward
Loss on Fixed Assets sold/ discarded (Net)
Provision for Doubtful Debts
Foreign Currency Translation Loss (Net)
Miscellaneous Expenses
SCHEDULE 16
INTEREST
Rs.
Interest :
On Debentures
30,62,59,928
18,82,99,132
On Fixed Loans
1,03,63,12,396
1,12,70,98,874
22,44,46,952
22,31,99,158
1,56,70,19,276
1,53,85,97,164
47,67,06,650
32,98,75,355
Others
Less: Interest Capitalised
1,09,03,12,626
1,20,87,21,809
1,09,03,12,626
1,20,87,21,809
63
SCHEDULE 17
NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010
1
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation of Financial Statements
These Financial Statements have been prepared under the historical cost convention [other than for revaluation of certain
fixed assets as detailed in ‘1(b)(ii)’ and ‘1(b)(iv)’ below] and in compliance with all the applicable accounting principles in
India, the applicable accounting standards notified under section 211(3C) of the Companies Act , 1956 (the ‘Act’) and the
relevant provisions of the Act. A summary of significant accounting policies which have been applied is set out below.
(b) Fixed Assets and Depreciation
(i) Fixed Assets are stated at cost of construction/ acquisition [except for items mentioned in (b) (ii) below] inclusive of
inward freight, non refundable duties/ taxes, incidental expenses directly related to acquisition and borrowing cost
where applicable and adjustments for exchange difference referred to in Note 1(f) below. In respect of projects involving
construction, related pre operational expenses form part of the value of assets capitalised. An impairment loss is
recognised wherever the carrying amount of fixed assets of a cash generating unit exceeds its recoverable amount
(i.e. higher of net selling price and value in use).
(ii) Land, buildings and certain plant and machineries of Rayon and Transparent Paper Unit as at 31st March, 1982 and
of Cement (at Basantnagar) and Spun Pipes & Foundries Units as at 31st March, 1983 are stated at valuation made
by the professional valuers in 1982-83 at the then current value.
(iii) Capital work in progress is stated at cost [including borrowing cost, where applicable and adjustment for exchange
difference referred to in Note 1(f) below], incurred during construction/ installation/ pre-operative period relating to items
or projects in progress.
(iv) Depreciation on revalued items of fixed assets referred to in (b)(ii) above is calculated on their respective revalued
amounts at rates considered applicable by the valuers on straight line method as against the methods/ rates/ bases
which would have otherwise been adopted for the purpose of the annual accounts of the Company and accordingly
includes additional depreciation charge. An amount equivalent to the aforesaid additional depreciation charge is
transferred to the credit of the Profit and Loss Account from Capital Reserve - Revaluation of Fixed Assets.
(v) Depreciation on fixed assets acquired up to 31st March, 1983 and not covered by revaluations referred to in (b)(ii) above
pertaining to Transparent Paper Division of Rayon & Transparent Paper Unit and fixed assets of Bharat General Unit
(except those pertaining to Malkapur Extraction Division) is calculated under reducing balance method at applicable
rates as per Schedule XIV to the Companies Act, 1956 as revised during 1993-94.
(vi) Leasehold land is amortised over the lease period.
(vii) Software are capitalised where it is expected to provide future enduring economic benefits and amortised on a straight
line basis over a period of three years from the date of capitalisation. Capitalisation costs include license fees and
the cost of implementation/ system integration services. The Costs are capitalised in the year in which the relevant
software is implemented for use.
(viii) Depreciation on fixed assets acquired up to 31st March, 1993 other than items covered in (b)(iv) to (b)(vi) above is
calculated under straight line method at the rates considered adequate to amortise the depreciable book value over the
remaining part (as at 1st April, 1993) of the specified period recomputed by applying the Schedule XIV rates as revised
during 1993-94 in keeping with the Circular No.14/93 dated 20th December, 1993 of the Department of Company
Affairs, Government of India.
(ix) Depreciation on additions to fixed assets from 1st April, 1993 [except for deferral of annual depreciation charge for
three years from 1999-2000 to 2001-2002 on certain fixed assets of Cement Units as indicated in (b)(x) below and
items covered in b(vii) above], fixed assets of Hindusthan Heavy Chemicals Unit, and those pertaining to Malkapur
Extraction Divisions of Bharat General Unit [referred to in (b)(v) above], is calculated under straight line method at
applicable rates as per Schedule XIV to the Companies Act, 1956 as amended during 1993-94.
(x) Pursuant to Central Government’s approval under Section 205(2)(c) of the Act, depreciation not provided in 1999-2000,
2000-2001 and 2001-2002 accounts on certain fixed asset items of Cement Units are amortised over the remaining
part of specified period (as at 1st April, 2000, 1st April, 2001 and 1st April, 2002 respectively) based on the prescribed
rates.
64
2009-10
(c) Investments
Long Term Investments are stated at cost where applicable; provision for diminution is made or carrying amount is written
down to recognise a decline other than temporary in the carrying amount of long term investments as determined by the
Board of Directors on periodical review. Current investments are carried at lower of cost and fair value. Gains/ losses on
disposal of the investments are recognised as income/ expenditure.
(d) Inventories
Inventories are stated at lower of cost and net realisable value. Cost is determined on weighted average/ FIFO basis, as
considered appropriate by the Company and includes expenditure incurred in the normal course of business in bringing
inventories to its location and condition, appropriate overheads, where applicable. Provision is made for obsolete/slow
moving/defective stocks, wherever necessary.
(e) Borrowing Cost
Borrowing costs attributable to qualifying assets (assets which require substantial period of time to get ready for their intended
use) are capitalised as part of the cost of such assets. All other borrowing costs are charged to revenue.
(f) Foreign Currency Translation as applicable under accounting standard 11 on ‘The effects of Changes in Foreign
Exchange Rates’.
Transactions in foreign currency are accounted for at the exchange rates prevailing on the date of transactions. Monetary
assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year
end exchange rates. Gains/losses (other than relating to reporting of Long term foreign currency monetory items) arising out
of fluctuations in the exchange rates are recognised in Profit and Loss Account in the period in which they arise. Exchange
differences arising on reporting of Long term foreign currency monetory items (i) relating to acquisition of depreciable capital
assets is adjusted to the carrying amount of such assets (to be depreciated over the balance life of the related asset) and
(ii) in other cases accumulate in a ‘Foreign Currency Monetory Item Translation Difference Account’ (to be amortised over
the balance period of the related long term monetory asset/liability but not beyond 31st March, 2011). Differences between
the forward exchange rates and the exchange rates at the date of transactions are accounted for as income/expense over
the life of the contracts.
(g) Derivative Contracts
In respect of derivative contracts (other than forward exchange contracts covered under Accounting Standard 11 on ‘The
Effects of Changes in Foreign Exchange Rates’), gains/losses on settlement and mark to market loss (net) relating to
outstanding contracts as at the Balance Sheet date is recognised in the Profit and Loss Account.
Refer Note 1(f) above for forward exchange contracts covered under Accounting Standard 11 on ‘The Effects of Changes
in foreign Exchange Rates’.
(h) Sales
Sales represent value of goods sold and are net of trade discounts/ allowances, sales return and excluding sales tax/ value
added tax.
(i) Investment Income
Income from investments is accounted for on accrual basis, inclusive of related tax deducted at source.
(j) Employee Benefits
Short-term Employee Benefits (i.e. benefits payable within one year ) are recognised in the period in which employee services
are rendered.
Contributions towards superannuation at rates specified in related approved scheme covering eligible employees are
recognised as expense and funded.
Contributions towards provident funds are recognised as expense. Provident fund contributions in respect of certain
employees are made to Trusts administered by the Company; the interest rate payable to the members of the Trusts is not
lower than the statutory rate of interest declared annually by the Central Government under the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952 and shortfall, if any, is to be made good by the Company. The remaining provident
fund contributions are made to employer established provident funds (for other than covered employees) / government
administered provident fund towards which the Company has no further obligations beyond its monthly contributions. (Also
refer Note 15A below).
65
Liability towards gratuity, covering eligible employees, is provided and funded on the basis of year-end actuarial valuation.
Accrued liability towards leave encashment benefits, covering eligible employees, evaluated on the basis of year-end actuarial
valuation is recognised as a charge.
Contribution to Central Government administered Employees’ State Insurance Scheme for eligible employees is recognised
as charge.
Actuarial gains/losses arising in Defined Benefit Plans are recognised immediately in the Profit and Loss Account as income/
expense for the year in which they occur.
(k) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is provided/
recognised on timing differences between taxable income and accounting income using the liability method subject to
consideration of prudence. Deferred tax assets on unabsorbed depreciation and carry forward of losses under tax laws are
not recognised unless there is virtual certainty that there will be sufficient future taxable income available to realise such
assets.
(l)
Government Grants
Grants of Capital nature and related to specific Fixed Assets are deducted from gross value of assets. Other grants of
Capital nature are credited to Capital Reserve. Grant related to revenue are recognised in the Profit and Loss Account on
a systematic basis to match them with related costs.
2
Amalgamation of Bulland Buildmart Private Limited, a wholly owned subsidiary Company (Transferor Company) with
Kesoram Industries Limited (Transferee Company)
2.1 Pursuant to a scheme of Amalgamation (the ‘Scheme’) sanctioned by the High Court at Calcutta in July 2009 under the
provisions of the Companies Act,1956, the Transferor Company has been amalgamated with Transferee Company in these
accounts with retrospective effect from 1st October, 2008 (Appointed Date). The Scheme has been accounted for using the
‘Purchase Method’ set out in Accounting Standard 14 on ‘Accounting for Amalgamation’.
2.2 The Transferor Company was primarily engaged in the business of purchasing land for sale/ development and civil &
constructional work relating to building, roads, bridges etc.
2.3 In accordance with the scheme, all assets and liabilities of the Transferor Company immediately preceding the Appointed
Date have been incorporated in the books of account of Transferee Company at their respective book values on the basis
of audited accounts of the Tranferor Company. The net assets as per the books of account of the Transferor Company
after cancellation of investment of the Transferee Company in Tranferor Company as on 30th September, 2008 has been
credited to Capital Reserve of the Transferee Company in 2009-10 and the results of the Tranferor Company for the period
1st October, 2008 to 31st March, 2009 has been adjusted with the opening credit balance in Profit and Loss Account of
Transferee Company.
3
(a) Expansion activities taken up in 2006-07 relating to fourth production line at Company’s Vasavadatta Cement Unit for 1.65
million tons capacity increase of cement has commenced commercial production on 7th August, 2009. The related clinker
plant commenced commercial production on 1st June, 2009.
(b) Radial truck tyre (140 MT/day) and motor cycle tyre (95 MT/day) projects taken in 2008-09 at Uttarakhand commenced
commercial production in March, 2010 and in phases from October, 2009 to March, 2010 respectively. Further expansion
in bias tyre at Uttarakhand by 60 MT/day taken up in 2008-09 has been completed during the year.
(c)
4
Radial car tyre project with 80 MT/day capacity at Balasore and further expansion of radial truck tyre by 85 MT/day at
Uttarakhand taken up during the year are expected to commence commercial production by the end 2010-2011.
The Company intends to hive off its Hindusthan Heavy Chemicals unit (the Unit) as reflected in the Board Resolution of 31st
January, 2006 and later on consented by the shareholders by postal ballot of 24th March, 2006. The Unit is not significant in terms
of the Company’s total assets/ liabilities/ revenue/ expenses/ cashflows. Pending disposal of the Unit, the Unit is in operation and
results thereof, have been reflected in these Accounts.
The Company’s Spun Pipes and Foundries Unit is under suspension of work effective 2nd May,2008.
66
2009-10
31st March, 2010
31st March, 2009
Rs.
Rs.
11,73,223
11,73,223
70,38,54,755
45,96,01,210
1,20,94,00,083
1,20,64,70,509
86,86,000
1,24,00,913
1,21,80,86,083
1,21,88,71,422
8,14,89,255
8,91,12,673
3,71,22,132
3,79,65,159
4,35,92,60,490
2,33,99,29,572
3,33,55,01,551
1,31,26,88,000
5,09,85,000
5,09,85,000
1,33,687
2,27,665
Net Deferred Tax Liability as at the year-end
3,28,43,82,864
1,26,14,75,335
Amount charged/(credited) to Profit and Loss Account
2,02,29,07,529
(16,62,66,850)
5A Contingent Liabilities :
(a) Guarantees given (i) to excise authorities
(ii) by Banks on behalf of the Company
(excluding relating to joint venture referred to in Note 16 below)
(b) Claims against the Company not acknowledged as debts :
Rates, Taxes, Duties etc. demanded by various Authorities
Amount demanded by Provident Fund and Employees’ State Insurance
Authorities which is subjudice
(c)
Rates, Taxes, Duties etc.
(d) Amount payable in connection with reorganisation of
the Company in earlier year
5B
6
Capital Commitments [net of advances Rs.1,24,06,57,500
(31.03.09 - Rs.1,57,72,08,591)]
The major components of the deferred tax assets and liabilities accounted for
during the year in the manner indicated in Note 1(k) above are as below:
Tax effect of timing differences
(a) Deferred Tax Liabilities
Difference between written down value of block of assets as per Income tax
laws and book written down value of the fixed assets
(b) Deferred Tax Assets
(i) Items allowable for tax purpose on payment
(ii) Others
67
7 (a) Computation of Net Profit under Section 349/ 198(1) of
the Companies Act, 1956 for the purpose of Directors’
commission
Profit before Taxation per Profit and Loss Account
Add :
Depreciation as per accounts
Managerial Remuneration
Provision for doubtful debts
31st March, 2010
31st March, 2009
Rs.
Rs.
4,75,49,43,448
4,09,11,43,051
1,74,18,08,069
6,49,67,51,517
1,11,85,61,067
90,09,959
13,000
5,28,089
1,12,81,12,115
5,21,92,55,166
1,68,81,80,447
4,80,85,71,070
4,80,85,711
24,00,000
36,14,099
76,319
1,07,84,34,264
2,39,63,836
1,10,60,88,518
4,11,31,66,648
4,11,31,666
20,00,000
11,20,000
24,00,000
7,25,000
20,00,000
1,00,33,022
1,35,53,022
38,64,911
3,08,244
3,85,304
10,98,528
6,27,972
62,84,959
90,09,959
1,72,80,03,438
1,35,53,022
2,51,609
Less :
Profit on Long Term Investments (other than trade) sold
Profit on Current Investments (other than trade) sold
42,250
Depreciation under Section 350 of the Companies Act, 1956 1,68,81,23,640
14,557
Capital profit on sale of fixed assets
Net Profit
1% of Net Profit
Commission payable to non whole-time Directors
(b) Managerial Remuneration
(i) Directors’ Fees
(ii) Commission to non whole-time Directors
(iii) Remuneration paid/ payable to Director/Manager
Salaries, Bonus etc.
Contribution to Provident Fund
Contribution to Superannuation Fund
Contribution to Gratuity Fund
Other benefits/ perquisites
(c) Shareholders’ approval is yet to be obtained for remuneration
of Rs. 27,59,365 [included in Note 7(b) above] of a Director
in whole-time employment.
68
61,78,509
4,89,600
6,12,000
19,51,627
8,01,286
2009-10
2009-2010
Rs.
2008-2009
Rs.
5,63,17,94,704
4,95,11,40,034
(a) Consumption of stores and spare parts
12,32,03,016
13,94,25,323
(b) Salaries and Wages
19,45,04,098
14,64,68,536
14,87,843
5,77,872
55,82,41,468
59,62,25,681
7,41,67,815
6,48,21,711
1,12,87,43,339
1,79,98,63,402
(a) Guarantee Commission
35,90,799
16,14,257
(b) Technical Service Charges
33,05,885
35,09,300
32,97,62,164
34,55,79,589
3,23,41,084
2,22,06,581
Audit Fees
75,00,000
62,00,000
Tax Audit Fees [including Rs.Nil (2008-09 - Rs.3,50,000) for previous year]
27,50,000
28,50,000
Fees for issuing various certificates (including Limited Review)
39,29,800
32,63,000
Reimbursement of Expenses
2,96,692
2,57,931
Payment to Cost Auditors (Fees)
4,57,000
4,15,000
8
Power and Fuel (Schedule 15) includes consumption of stores and spares
9
Repairs and Maintenance (Schedule 15) includes:
(c) Technical Service fees
10 Packing, carriage and shipping (Schedule 15) includes:
(a) Consumption of stores and spare parts
(b) Salaries and Wages
11 Fixed Assets/ Capital Work-in-Progress (Schedule 5) include
consumption of stores and spare parts during the year
12 Miscellaneous expenses (Schedule 15) includes:
(c)
Conversion Charges
(d)
Consumption of stores and spare parts
(e)
Auditors’ Remuneration:
As Auditors -
(f)
13 (a) Provision for Current Tax for the current year 2009-2010 is net of MAT credit of
Rs.44,50,00,000 (2008-2009 - Rs.Nil) as the Company is confident to generate
sufficient taxable income in the next few years available for set off of the aforesaid
credit within the stipulated time.
(b) Provision for Current Tax for the year 2009-2010 is net of write back of Rs.Nil
(2008-2009 - Rs.40,92,26,444) in respect of earlier years.
14 Miscellaneous expenses (Schedule 15) include Rs.10,91,48,160
[2008-09 - net of Rs.3,80,73,336] excise duty related to the difference between the
closing stock and opening stock
69
15 A . In keeping with the Guidance on implementing Accounting Standard (AS) 15 on Employee Benefits issued by the Accounting
Standards Board of the Institute of Chartered Accountants of India (ASB Guidance), employer-established provident fund
trusts are treated as Defined Benefit Plans since the Company is obligated to meet interest shortfall, if any, with respect to
covered employees. According to the management, in consultation with Actuary, actuarial valuation cannot be applied to
reliably measure provident fund liabilities in absence of guidance from Actuarial Society of India. Accordingly, the Company is
currently not in a position to provide other related disclosures as required by the aforesaid AS 15 read with the ASB Guidance,
however, having regard to the position of the Fund (for covered employees) and confirmation from the Trustees’ of such Fund
there is no shortfall as at the year end.
B. In keeping with the Company’s gratuity scheme (a defined benefit plan), eligible employees are entitled to gratuity benefit (at
one half month’s eligible salary for each completed year of service) on retirement / death / incapacitation / termination. Also
refer Note 1 (i) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity :2009-2010
Rs.
2007-2008
Rs.
I. Reconciliation of opening and closing balances of the
present value of the Defined Benefit Obligation
(a) Present Value of Obligation at the beginning of the year
(b) Current Service Cost
(c) Interest Cost
(d) Actuarial Loss
(e) (Benefits Paid)
(f) Present Value of Obligation at the end of the year
50,12,81,917
3,84,04,200
3,57,20,645
4,74,32,668
(5,00,13,298)
57,28,26,132
47,00,50,924
3,30,26,132
3,37,82,502
36,57,471
(3,92,35,112)
50,12,81,917
40,47,57,613
2,96,67,743
3,11,97,324
3,40,10,380
(2,95,82,136)
47,00,50,924
II. Reconciliation of opening and closing balances of the
fair value of Plan Assets
(a) Fair Value of Plan Assets at the beginning of the year
(b) Expected Return on Plan Assets
(c) Actuarial Gain/(Loss)
(d) Contributions by employer
(e) (Benefits Paid)
(f) Fair Value of Plan Assets as at the end of the year
43,64,24,839
3,05,49,738
7,02,16,400
6,48,57,078
(5,00,13,298)
55,20,34,757
42,82,25,808
2,99,75,806
(2,85,76,779)
4,60,35,116
(3,92,35,112)
43,64,24,839
35,68,97,684
2,85,51,815
11,25,361
7,12,33,084
(2,95,82,136)
42,82,25,808
III. Reconciliation of the present value of Defined Benefit
Obligation in ‘I’ above and the fair value of Plan Assets
in ‘II’ above
(a) Present Value of Obligation as at the end of the year
(b) Fair Value of Plan Assets as at the end of the year
(c) Liability recognised in the Balance Sheet
57,28,26,132
55,20,34,757
2,07,91,375
50,12,81,917
43,64,24,839
6,48,57,078
47,00,50,924
42,82,25,808
4,18,25,116
3,84,04,200
3,57,20,645
(3,05,49,738)
(2,27,83,732)
2,07,91,375
3,30,26,132
3,37,82,502
(2,99,75,806)
3,22,34,250
6,90,67,078
2,96,67,743
3,11,97,324
(2,85,51,815)
3,28,85,019
6,51,98,271
IV. Expense charged to the Profit and Loss Account
(a) Current Service Cost
(b) Interest Cost
(c) (Expected Return on Plan Assets)
(d) Actuarial (Gain)/Loss
(e) Total expense charged to the Profit and Loss Account*
* reflected as ‘Contribution to Gratuity Fund’ under
‘MANUFACTURING, SELLING AND ADMINISTRATIVE
EXPENSES’ on Schedule 15 of respective year’s accounts
70
2008-2009
Rs.
2009-10
V. Percentage of each Category of Plan Assets to total
Fair Value of Plan Assets
(a) NAV / Interest based schemes with Insurance
Companies
(b) Special Deposit Scheme with State Bank of India
(c) Government (Central and State) Securities
(d) Others (including bank balances)
VI. Actual Return on Plan Assets
31st March, 2010
Rs.
67.84%
31st March, 2009
Rs.
58.19%
31st March, 2008
Rs.
24.01%
2.06%
6.09%
30.31%
3.89%
7.61%
31.19%
5.41%
6.89%
2009-2010
Rs.
10,07,66,138
2008-2009
Rs.
13,99,027
2007-2008
Rs.
2,96,77,176
56.51%
VII. Principal Actuarial Assumptions
31st March, 2010
31st March, 2009
31st March, 2008
Rs.
Rs.
Rs.
7.50%
7.50%
8.00%
(a) Discount Rate (per annum)
(b) Expected Rate of Return on Plan Assets (per annum)
7.00%
7.00%
8.00%
(c) Salary Escalation
5.00%
5.00%
6.00%
5.00%
5.00%
6.00%
(d) Inflation Rate
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on
the portfolio of assets held, investment strategy and market scenario. In order to protect the capital and optimise returns within
acceptable risk parameters, the plan assets are reasonably diversified.
16 The Company’s interest as a venturer in jointly controlled entity (incorporated joint venture during the year) is:Name
Country of Incorporation
Proportion of ownership
interest as on 31st March, 2010
45.46
Proportion of ownership
interest as on 31st March, 2009
-
India
Gondkhari Coal Mining
Limited
The Company’s interest in the joint venture is reported as Long Term Investments (Schedule - 6) and stated at cost.
The Company’s share of each of the assets, liabilities, income and expenses (each without elimination of the effect of transactions
between the Company and Joint Venture) related to interest in joint venture are :I
Assets
1. Fixed Assets
a) Net Block
b) Capital Work in Progress
Rs.
Rs.
2,07,365
5,61,594
-
32,359
60
8,01,378
-
II Liabilities
1. Current Liabilities
7,89,193
-
III Profit and Loss Account Debit Balances
2,15,115
-
-
-
2,14,397
718
2,15,115
-
5,39,61,020
-
2. Current Assets, Loans and Advances
a) Cash and Bank Balances
b) Loans and Advances
IV Income
V Expenditure
a) Administrative Expenses
b) Depreciation
Share of Contingent Liabilites (Gurantees given by bank)
71
17A
Details of pre-operative expenses incurred relating to expansion/ greenfield projects referred to in Note 3 above 2009-2010
Up to
During
31st March, 2009
2009-2010
Rs.
Rs.
(a)
(b)
Total
Capitalised/
Balance as on
Transferred
31st March, 2010
Rs.
Rs.
Rs.
(c ) = (a) + (b)
(d)
(c ) - (d)
Raw Materials consumed
-
6,40,44,044
6,40,44,044
6,40,44,044
-
Work in process transferred to trial run
-
87,10,670
87,10,670
87,10,670
-
Stores and Spare Parts Consumed
-
9,14,961
9,14,961
9,14,961
-
1,67,03,403
4,31,96,999
5,99,00,402
5,25,01,387
73,99,015
10,62,543
25,10,801
35,73,344
31,46,898
4,26,446
48,112
24,10,055
24,58,167
22,99,580
1,58,587
4,74,23,455
16,76,85,446
21,51,08,901
20,93,39,337
57,69,564
Repairs and Maintenance to Plant & Machinery
1,47,201
34,74,023
36,21,224
35,99,140
22,084
Rent
4,57,200
13,87,762
18,44,962
16,12,664
2,32,298
Rates & Taxes
6,14,147
14,47,371
20,61,518
15,63,947
4,97,571
72,08,337
60,39,555
1,32,47,892
1,25,44,180
7,03,712
24,03,95,139
26,03,35,091
50,07,30,230
46,51,18,935
3,56,11,295
31,40,59,537
56,21,56,778
87,62,16,315
82,53,95,743
5,08,20,572
Interest
19,60,75,693
43,30,42,564
62,91,18,257
56,04,27,564
6,86,90,693
Total (A)
51,01,35,230
99,51,99,342
1,50,53,34,572 1,38,58,23,307
11,95,11,265
-
27,96,98,632
27,96,98,632
27,96,98,632
-
-
2,69,06,212
2,69,06,212
2,69,06,212
-
-
25,27,92,420
25,27,92,420
25,27,92,420
-
-
88,99,947
88,99,947
88,99,947
-
Contribution to Provident and Other Funds
Power and Fuel
Insurance
Sales Proceeds of items manufactured during
Trial Run
[Clinker Sales - Rs.8,43,25,319 (32,309MT),
Cement Sales - Rs.19,53,73,313 (64,734MT)]
Less:Excise Duty
Scrap Sales during trial run
Total (B)
Net Pre-Operative Expenses (A-B)
-
-
26,16,92,367
51,01,35,230
73,35,06,975
Processed/Semi-Processed items transferred at the end of trial run (Schedule 14)
Capitalised
26,16,92,367
26,16,92,367
-
1,24,36,42,205 1,12,41,30,940
11,95,11,265
5,11,99,799
1,07,29,31,141
1,12,41,30,940
72
2009-10
17B
Details of pre-operative expenses incurred in 2008-09 relating to cement and tyre expansion/ greenfield projects 2008-2009
Up to
During
Total
Capitalised/
Balance as on
31st March, 2008
2008-2009
Transferred 31st March, 2009
Rs.
Rs.
Rs.
Rs.
Rs.
(a)
(b)
(c ) = (a) + (b)
(d)
(c ) - (d)
Raw Materials consumed
3,21,49,062
3,21,49,062
3,21,49,062
Stores and Spare Parts Consumed
6,165
6,165
6,165
2,25,14,103
3,01,92,319
5,27,06,422
3,60,03,019
1,67,03,403
Contribution to Provident and Other Funds
12,31,512
25,20,678
37,52,190
26,89,647
10,62,543
17,03,514
67,14,449
84,17,963
83,69,851
48,112
Power and Fuel
1,22,56,035
11,15,82,483
12,38,38,518
7,64,15,063
4,74,23,455
Repairs and Maintenance to Plant & Machinery
2,70,317
2,70,317
1,23,116
1,47,201
Rent
6,29,485
31,64,890
37,94,375
33,37,175
4,57,200
Rates & Taxes
11,04,424
12,62,359
23,66,783
17,52,636
6,14,147
Insurance
55,19,905
59,90,949
1,15,10,854
43,02,517
72,08,337
13,77,27,255
28,08,80,862
41,86,08,117 17,82,12,978
24,03,95,139
18,26,86,233
47,47,34,533
65,74,20,766 34,33,61,229
31,40,59,537
Interest
8,14,85,169
32,98,75,355
41,13,60,524 21,52,84,831
19,60,75,693
26,41,71,402
80,46,09,888
1,06,87,81,290 55,86,46,060
51,01,35,230
Total (A)
Scrap Sales during trial run
35,15,117
35,15,117
35,15,117
Total (B)
Net Pre-Operative Expenses (A-B)
-
35,15,117
35,15,117
35,15,117
-
26,41,71,402
80,10,94,771
1,06,52,66,173
55,51,30,943
51,01,35,230
Power generated during Trial Run (Included under Power and Fuel in Schedule 15)
Semi-processed items transferred (Schedule 14)
Capitalised
1,23,88,367
3,08,21,279
51,19,21,297
55,51,30,943
18.1 13% Secured redeemable non convertible debentures aggregating Rs.1,00,00,00,000 (2008-09 - Rs.Nil), privately placed
(allotment date -17th November,2008) have been redeemed at par by exercising put option during the year. On the aforesaid
redemption, Rs.25,00,00,000, being 25% of the aforesaid value of debentures in Debenture Redemption Reserve, has been
tranferred from Debenture Redemption Reserve to the Profit and Loss Account.
18.2 7.3% secured redeemable non convertible debentures aggregating Rs 1,00,00,00,000 (31.03.2009 - Rs. Nil), privately placed
(allotment date -17th November,2009) are due for redemption at par at the end of 13 months from the date of allotment.
Debenture Redemption Reserve of Rs.25,00,00,000, being 25% of the aforesaid value of debentures, has been created out
of the profits for the year.
19.1 Short term loans from banks (Schedule 4) include :Commercial Paper of Rs.50,00,00,000 (31.03.09 - Rs.Nil).
Short term loans from others (Schedule 4) comprise :(a) Commercial Paper - Rs.2,40,00,00,000 (31.03.09 - Rs.Nil)
(b) 6.4% redeemable non convertible debentures aggregating Rs.50,00,00,000 (31.03.09 - Rs.Nil), privately placed
(allotment date -17th March,2010) are due for redemption at par on 16th April, 2010.
(c) 6.2% redeemable non convertible debentures aggregating Rs.15,00,00,000 (31.03.09 - Rs.Nil), privately placed
(allotment date -24th February,2010) are due for redemption at par on 24th May, 2010.
(d) 6% redeemable non convertible debentures aggregating Rs.25,00,00,000 (31.03.09 - Rs.Nil) and Rs.25,00,00,000
(31.03.09 - Rs.Nil), privately placed (allotment dates -15th February, 2010 & 17th February, 2010) are due for redemption
at par on 14th May, 2010 and 17th May, 2010 respectively.
(e) 5.71% redeemable non convertible debentures aggregating Rs.30,00,00,000 (31.03.09 - Rs.Nil), privately placed (allotment
date -15th February,2010) are due for redemption at par on 12th May, 2010.
73
19.2 Other loans from banks (Schedule 4) include :(a) Zero coupon unsecured redeemable non convertible debentures aggregating Rs 1,10,00,00,000 (31.03.2009 - Rs.Nil), privately
placed (allotment date -15th March, 2010) are due for redemption at par at the end of 396 days from the date of allotment.
(b) 7.75% unsecured redeemable non convertible debentures aggregating Rs 50,00,00,000 (31.03.2009 - Rs.Nil) privately
placed (allotment date -19th March, 2010) are due for redemption at par on 5th April, 2011.
(c) 8.35 % unsecured redeemable non convertible debentures aggregating Rs 1,00,00,00,000 (31.03.2009 - Rs.Nil) privately
placed (allotment date -22nd September, 2009) are due for redemption at par at the end of 377 days from the date of
allotment.
19.3 Debenture redemption reserve of Rs 1,01,25,00,000, being 25% of the value debentures referred to in Notes 19.1 and 19.2
above has been created out the of profit of the Company.
20 Pursuant to the Announcement on Accounting for Derivatives issued by the Institute of Chartered Accountants of India in
March,2008,the company has accounted for during the year net loss amounting to Rs.1,43,41,747 (31.03.09 - Rs.17,36,12,270)
in respect of outstanding derivative contracts at the Balance sheet date by marking them to market as indicated in Note 1 (g)
above and the resultant excess liability of Rs.15,92,70,523 net of realised loss (net) of Rs.87,23,742 during the year arising
from derivative contracts is written back and included in ‘Miscellaneous Income’ under Schedule 13 to accounts. In 2008-09,
the aforesaid mark to market loss along with realised loss (net) of Rs.77,02,500 was included ‘Miscellaneous Expenses’ under
schedule 15 to accounts.
21 a)
Rent expenditure (Schedule 15) includes lease payments of Rs.18,19,595, (2008-09 - Rs.Nil) relating to non cancellable
operating lease. This leasing arrangement is for three years and is in respect of office premises. The significant leasing
arrangement interalia includes option for renewal.
The total of future minimum lease payments under this non cancellable operating lease:
(i) not later than one year - Rs.25,68,840 (2008-09 - Rs.Nil)
(ii) later than one year but not later than five years - Rs.33,18,085 (2008-09 - Rs.Nil)
(iii) later than five years - Rs.Nil (2008-09 - Rs.Nil)
b)
The Company has given a unit of building on operating lease to Lazarus Hospital during the year for 5 years extendable
up to 12 years on mutual consent
Amount in Rupees
Particulars
2009-2010
2008-2009
Gross carrying amount as on Balance Sheet date
1,89,98,720
Accumulated depreciation as on Balance Sheet date
1,03,226
Depreciation recognised in the profit and loss account
1,03,226
The future minimum lease receivable under non-cancellable leases are as
given below:
not later than one year
21,47,760
later than one year and not later than five years
88,79,736
later than five years
General Description of the aforesaid arrangement:
Operating leases on renting a unit of building entered into by the Company is
for a fixed term of 5 years extendable up to 12 years.
22
23
74
Information pursuant to the provisions of paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 is given
in Schedule 18, which forms an integral part of this Schedule.
2009-2010
2008-2009
Earnings Per Share (EPS)
Number of Ordinary shares at the beginning of the year
4,57,43,318
4,57,43,318
Number of Ordinary shares at the end of the year
4,57,43,318
4,57,43,318
Weighted average number of Ordinary shares outstanding during the year (A)
4,57,43,318
4,57,43,318
Nominal value of each Ordinary Share (Rs.)
10
10
(B)
2,37,33,74,177
3,78,74,09,901
Profit after Tax (Rs.)
Earnings per Share (Basic and Diluted) (Rs.)
(B/A)
51.88
82.80
2009-10
24 Information about Business segments
Segment Revenue
Sales
Less: Inter segment Sales
(made at cost)
Total
Segment Results [Profit/ (Loss)
after considering
Other Income and before
interest and tax]
Interest
Other unallocated
income (net of expenditure)
Profit Before Tax
Segment Assets
Unallocated Assets
Total
Segment Liabilities
Unallocated Liabilities
Total
Segment Capital Expenditure
Segment Depreciation and
amortisation
Segment non-cash expenses
other than depreciation and
amortisation
Principal Items manufactured
Tyres
Cement
Rs.
Rs.
2009-2010
Rayon, T.P. and
Chemicals
Rs.
Others
Total
Rs.
Rs.
28,49,61,85,651 19,12,74,47,483
2,59,35,37,897
35,57,275 50,22,07,28,306
1,04,12,821
28,49,61,85,651 19,11,70,34,662
39,83,582
2,58,95,54,315
1,43,96,403
35,57,275 50,20,63,31,903
76,43,10,761
4,82,09,71,708
37,34,73,70,888 17,09,78,46,912
17,78,99,742
1,24,99,61,762
(3,69,57,067)
5,72,62,25,144
(1,09,03,12,626)
11,90,30,930
4,75,49,43,448
7,83,36,572 55,77,35,16,134
1,75,86,35,210
57,53,21,51,344
90,18,612 7,19,52,28,915
34,93,45,12,388
42,12,97,41,303
33,800 13,49,65,11,585
5,27,54,12,532
1,60,19,56,553
30,88,41,218
12,03,95,32,246
1,40,59,59,137
5,09,86,402
80,18,07,386
87,29,68,787
4,86,48,027
24,38,553
1,72,58,62,753
-
-
2,51,609
-
2,51,609
Tyres, Tubes
and Flaps
Cement
Viscose Filament
Rayon Yarn,
Cellophane Paper,
Sulphuric Acid,
Caustic Soda Lye,
Hydrochloric Acid
The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been
considered.
75
Information about Business segments
Segment Revenue
Sales
Less: Inter segment Sales
(made at cost)
Total
Segment Results [Profit/ (Loss)
after considering
Other Income and before
interest and tax]
Interest
Other unallocated expenditure
(net of income)
Profit Before Tax
Segment Assets
Unallocated Assets
Total
Segment Liabilities
Unallocated Liabilities
Total
Segment Capital Expenditure
Segment Depreciation and
amortisation
Segment non-cash expenses
other than depreciation and
amortisation
Principal Items manufactured
Tyres
Cement
Rs.
Rs.
2008-2009
Rayon, T.P. and
Chemicals
Rs.
Others
Total
Rs.
Rs.
19,47,22,61,417 20,51,34,96,046
2,77,45,25,028
16,31,58,626 42,92,34,41,117
19,47,22,61,417 20,51,34,96,046
27,54,888
2,77,17,70,140
27,54,888
16,31,58,626 42,92,06,86,229
57,68,75,028
5,51,90,60,287
21,43,70,08,939 15,58,42,75,180
(4,49,76,597) (17,97,30,852)
1,28,98,31,351
5,87,12,27,866
(1,20,87,21,809)
(57,13,63,006)
4,09,11,43,051
13,90,27,489 38,45,01,42,959
1,47,65,92,103
39,92,67,35,062
1,42,36,114 4,90,58,60,619
21,71,98,25,298
26,62,56,85,917
9,77,785 10,64,79,33,469
3,19,68,80,930
1,42,73,56,589
26,73,86,986
6,75,56,23,575
3,86,06,82,598
3,06,49,511
46,05,81,567
60,61,02,383
4,70,61,318
28,72,133
1,11,66,17,401
-
15,71,170
Viscose Filament
Rayon Yarn,
Cellophane Paper,
Sulphuric Acid,
Caustic Soda Lye,
Hydrochloric Acid
7,11,45,944
7,27,17,114
Tyres, Tubes
and Flaps
Cement
The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been
considered.
76
2009-10
25 Related Party Disclosures
I.
List of Related Parties
(a) Parties where control exists
(i) Subsidiary
(ii) Joint venture**
(b) Key Management Personnel
(c) Relative of Key Management
Personnel****
(d) Other Related Parties #
2009-2010
2008-2009
*
Gondkhari Coal Mining Limited
- Shri K.C.Jain (Manager)
- Shri D. Tandon***
- Shri Sunil Jain (Son of Shri
K.C.Jain)
Bulland Buildmart Pvt. Ltd.
- Shri K.C.Jain (Manager)
- Shri Sunil Jain (Son of Shri K.C.Jain)
- Syt.B.K.Birla
- Century Textiles & Industries Ltd.
- Century Enka Ltd.
- Jay Shree Tea & Industries Ltd.
- Mangalam Cement Limited
- Syt.B.K.Birla
- Century Enka Ltd.
(e) Enterprise having common Key
Management Personnel
(f) Enterprise over which person
- Synergy Enterprises
referred to in ‘(c)’ above is able
to exercise significant influence.
*
Ceased to be a subsidiary on amalgamation referred to in Note 2 above.
** Joint venture effective June 22, 2009
*** Shri D. Tandon has been appointed as a Director w.e.f. January 01, 2010.
**** Also proprietor of A.K. Enterprises.
#
The parties stated in (d) above are Related Parties in the broader sense of the term and are included for making the
financial statements more transparent.
II.
Transactions
Particulars
2009-2010
Related Parties referred to in
I (b) above I (c) above I (d) above I (e) above
Rs.
Rs.
Rs.
Rs.
I (a) above
Rs.
(i) Income
Rent & other Services
- Century Enka Ltd.
Sales
- Century Enka Ltd.
Interest
- Jay shree Tea & Industries Ltd.
I (f) above
Rs.
-
-
-
27,14,687
3,22,642
-
-
-
-
- 1,24,94,408
- 19,57,399
3,16,000
-
-
-
-
-
-
-
8,38,082
77
II.
Transactions
Particulars
2009-2010
I (a) above I (b) above I (c) above
I (d) above
Rs.
Rs.
Rs.
Rs.
I (e) above I (f) above
Rs.
Rs.
(ii) Expenditure
Rent and Other Services
- Sunil Jain / A.K. Enterprises
-
-
19,97,404
-
42,25,324
-
-
37,495
Expenses reimbursed
-
-
12,65,622
-
-
-
7,32,089
Reimbursement for purchase of asset
-
-
31,762
-
-
-
Commission
-
-
-
-
- 52,59,128
Interest Paid
-
-
3,45,196
-
-
-
94,237
Remuneration [Refer Note 7(b)(iii) above]
- K. C. Jain
- D. Tandon
-
72,73,657
27,59,365
-
-
-
-
Purchases
- Century Enka Ltd.
-
-
- 44,94,63,624
- 2,06,06,70,334
3,54,80,918
- 3,91,73,062
-
Directors’ Fees
- Syt. B.K.Birla
-
-
-
1,00,000
-
-
- Syt. B.K.Birla
-
-
-
3,00,000
-
-
-
-
-
23,00,00,000
-
-
-
-
-
23,00,00,000
-
-
2,27,280
-
-
-
-
-
(iii) Finance & Investment
Loan Given to Jay Shree Tea &
Industries Ltd.
Realisation of loan Given to Jay Shree
Tea & Industries Ltd.
Investment in shares of Gondkhari
Coal Mining Ltd.
78
2009-10
II.
Transactions
Particulars
I (a) above
2009-2010
I (e) above
I (c) above I (d) above
I (b)
above
Rs.
Rs.
Rs.
Rs.
I (f) above
Rs.
Rs.
(iv) Others
Dividend paid
- Century Enka Ltd.
-
-
-
1,17,26,000
32,17,468
58,24,989
-
-
Dividend received
- Century Enka Ltd.
- Mangalam Cement Ltd.
-
-
-
1,23,57,450
67,03,400
5,82,174
1,57,41,000
-
-
-
- 34,51,961
-
-
-
9,42,374
- Syt. B.K. Birla
-
-
-
3,00,000
-
-
Interest payable
-
-
3,10,676
-
-
-
84,813
Other payable
- Century Enka Ltd.
-
-
4,26,401
-
3,22,07,437
26,20,80,627
-
-
15,74,308
15,10,765
-
3,000
-
40,83,142
3,25,513
-
43,78,643
-
-
2,27,280
-
-
-
16,92,99,738
12,91,29,764
1,18,600
4,65,41,500
-
-
(v) Balance Outstanding at year end
Security deposit payable
Other receivables
- Gondkhari Coal Mining Limted
Investment in shares
- Gondkhari Coal Mining Ltd.
- Century Enka Ltd.
-
79
II.
Transactions
Particulars
2008-2009
I (b)
above
Rs.
Rs.
Rs.
I (a) above
Rs.
Rs.
(i) Income
Rent & other Services
- Century Enka Ltd.
-
-
-
34,00,984
3,19,292
-
Sales
- Others
-
-
-
93,07,580
9,34,384
-
(ii) Expenditure
Rent and other Services
- Others
Commission
Interest Paid
-
- 18,99,432
- 33,08,366
- 4,17,402
40,64,647
-
90,73,974
Remuneration [Refer Note 7(b)(iii) above]
- 62,84,959
-
-
-
Purchases
- Century Enka Ltd.
-
-
- 53,80,63,722
- 1,25,24,44,481
-
Directors’ Fees
- Syt.B.K.Birla
-
-
-
80,000
-
- Syt.B.K.Birla
-
-
2,50,000
-
(iii) Finance & Investment
Loan given
Security deposit taken
Loan taken
Repayment of Loan Taken
Investment in shares
(iv) Others
Dividend paid
- Century Enka Ltd.
80
I (e) above
41,50,00,000
12,60,00,000
-
42,374
-
-
-
-
- 23,00,00,000
- 23,00,00,000
-
56,73,000
4,533,704
79,36,690
-
2009-10
II.
Transactions
Particulars
2008-2009
I (b)
above
Rs.
Rs.
Rs.
I (a) above
Rs.
Dividend received
- Century Enka Ltd.
(v) Balance outstanding at year end
Security deposit payable
Loan receivable
- Syt. B.K. Birla
41,50,00,000
-
I (e) above
Rs.
-
1,23,57,450
67,03,400
4,85,145
1,43,10,000
-
- 43,94,335
-
-
-
-
-
-
2,50,000
-
Other payable
- Century Enka Ltd.
- Others
-
- 12,89,705
3,26,25,639
9,59,16,974
284
-
Other receivable
-
-
-
13,18,071
34,163
-
Investment in Shares
- Bulland Buildmart Pvt. Ltd.
- Century Enka Ltd.
12,60,00,000
-
-
-
12,91,29,764
16,92,99,738
1,18,600
4,65,41,500
-
Rs.
Rs.
1,57,260
1,57,260
26 Shares of Jay Shree Tea & Industries Ltd. held by the Company at face value being
bonus shares remaining unclaimed.
27 Certain records/ documents pertaining to production, raw materials, purchase records
etc. of the Company’s Assam Cotton Mills Unit were seized by the Excise Authorities
and are presently not available with the Company.
28 Previous year’s figures have been regrouped or rearranged where considered
necessary.
Signatures to Schedules 1 to 17
B. K. BIRLA
Kolkata,
28th April, 2010.
(S.K. DEB)
Partner
DEEPAK TANDON
Whole-time Director
S.K.PATODIA
Secretary
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Chairman
Directors
81
82
Tyre
Spun Pipes &
Foundries
Not applicable
Not applicable
Tubes
(iii) Flaps
Not applicable
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
Tons per day
(ii)
45,000
5,311
70
22,530
10
M. Tons per month
150
Tyres
Sodium Sulphate
Sodium Sulphide
Sulphuric Acid
Viscose Filament Rayon Yarn
Cast Iron Spun Pipes & Pipe
Fittings
(iii)
(iv)
(v)
(vi)
M. Tons per year
3,603
Not Applicable
Not Applicable
Licensed
2009-2010
(Same as 2008-2009
except otherwise indicated)
(i)
Carbon-di-Sulphide
Cellophane Paper
(Transparent
Cellulose Film)
Cement
At Sedam
(i)
(ii)
Cement
Cement At Basantnagar
Rayon & Transparent
Paper
Class of goods
manufactured
Manufacturing
Section
(1) Particulars in respect of goods manufactured :
M. Tons
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
15,25,000
29,50,000
Nos. per year
Nos. per year
1,21,02,000 Nos. per year
[2008-2009 37,10,000 Nos. per year]
45,000
5,500
187
36,500
6,500
3,600
3,600
57,50,000 M. Tons
[2008-2009: 41,00,000 M. Tons]
15,00,000
Installed (a)
2009-2010
(Same as 2008-2009
except otherwise indicated)
CAPACITY
No.
No.
No.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
Unit
43,21,707
(including 17,16,681
nos. manufactured
by contract
manufacturer)
26,44,252
(including 16,18,935
nos. manufactured
by contract
manufacturer)
44,98,207
-
6,971 *
8
37,879 *
7,898
2,231 *
41,26,763 *
(excluding 76,610
MT produced
during trial run)
4,803 *
13,78,833 *
2009-2010
2,692
6,729 *
9
33,307 *
7,768
2,108 *
4,239 *
39,24,589 *
15,11,615 *
2008-2009
24,19,916
(including 60,491
nos. manufactured
by contract
manufacturer)
20,12,485
(including 8,14,095
nos. manufactured
by contract
manufacturer)
13,23,491
(including 3,09,516
nos. manufactured
by contract
manufacturer)
PRODUCTION
(Meant for Sale)
INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3, 4C AND 4D OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956
SCHEDULE 18 (Note 22 on Schedule 17)
18,700
20,400 M. Tons per year
(vi) Sulphuric Acid (including
Battery Grade)
(a)
M 3 per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M. Tons per year
M3
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
Unit
PRODUCTION
7,53,453 *
19,061 *
-
5,373 *
2,686
4,831 *
11,663 *
2009-2010
(Meant for Sale)
8,18,882 *
19,139 *
-
5,336 *
3,567
4,959 *
11,737 *
2008-2009
Installed capacities have been certified by the Company’s Technical Experts. Furthermore, the installed capacity of the Transparent Paper Section is also as per Company’s application to
the Government of India for C.O.B. Licence.
16,20,000
3,200
(v) Ferric Alum (including
Alum Liquor)
30,24,000 M 3 per year
8,200
(iv) Hydrochloric Acid (100%)
(vii) Purified Hydrogen Gas
6,205
(iii) Sodium Hypochlorite
12,410
5,045
(Same as 2008-2009 except
otherwise indicated)
2009-2010
Installed (a)
Caustic Soda Lye (100%)
(Same as 2008-2009 except
otherwise indicated)
2009-2010
Licensed
CAPACITY
(ii) Liquid Chlorine
(i)
Class of goods manufactured
* Production is inclusive of internal consumption.
Chemicals
Hindustan Heavy
Section
Manufacturing
(1) Particulars in respect of goods manufactured (Contd.) :
SCHEDULE 18 (Continued)
2009-10
83
84
189
M.T.
M.T.
At Sedam
Carbon-di-Sulphide
Rayon Yarn
7,49,10,255
12,25,967
464
M.T.
Sulphuric Acid
445
70,197
2
M.T.
Sodium Sulphide
M.T.
1,36,864
22
M.T.
Sodium Sulphate
Viscose Filament
6,27,05,221
353
M.T.
38,50,964
9,87,19,383
68,48,426
Cellulose Film)
(Transparent
Cellophane Paper
46,809
M.T.
At Basantnagar
4,303
333
329
1
20
384
186
35,627
6,129
6,88,54,901
6,58,252
9,836
1,18,175
7,64,50,996
46,39,175
6,87,28,624
1,18,77,374
(2) Particulars in respect of stocks and sales of goods manufactured/ traded :
Stock as at 31.03.2008
Quantity
Value
Unit Quantity
Value
Rs.
Rs.
Cement -
3,79,37,059
Value
Rs.
308
358
-
226
216
129
6,67,09,621
4,98,832
-
13,16,229
4,15,79,030
27,11,598
83,042 17,58,19,228
17,858
Quantity
13,91,33,34,487
6,87,09,567
(Excluding internal
consumption of
745 MT)
40,76,620
(Excluding internal
consumption of
14,604 MT and sale
during trial run of
64,734 MT)
2,203
1,03,550
(Excluding internal
consumption of
4 MT)
9
7,923
1,71,52,40,058
7,22,52,868
5,93,24,860
(Excluding internal
consumption of
1 MT)
6,761
29,048
(Excluding internal
consumption of
8,802 MT)
45,02,89,460
2,398
(Excluding internal
consumption of
2,657 MT)
4,17,12,74,801
Value
Rs.
Sales
13,66,359
2009-2010
Quantity
7,880
24,694
(Excluding internal
consumption of
8,748 MT)
(Excluding internal
consumption of
10 MT)
10
(Excluding internal
consumption of
1 MT)
6,721
2,076
(Excluding internal
consumption of
2,639 MT)
1,603
(Excluding internal
consumption of
25,830 MT)
(Excluding internal
consumption of
2,060 MT)
39,09,941
15,07,729
5,23,94,09,431
Value
Rs.
1,59,06,93,072
26,28,70,918
1,31,174
6,82,24,054
37,40,91,342
8,43,22,166
14,92,83,23,085
2008-2009
Quantity
1,582
5,253
1,45,52,848
1,58,673
48
3,813
5,74,169
6,082
145
15,86,153
6,082
3,70,357
692
3,813
Value
Rs.
Quantity
1,266
-
162
2009-2010
Quantity
1,41,29,405
-
35,57,275
Value
Rs.
4,848
2008-2009
Quantity
2,084
[Excluding internal
consumption of
5,561 pcs.]
Sales
2,19,78,490
-
16,31,58,626
Value
Rs.
M.T.
Sodium
Hypochlorite
1,06,977
1,29,457
36
M.T.
Liquid Chlorine
69
60,28,389
316
M.T.
34
26
57
57,184
30,590
12,45,102
24
38
75
37,624
1,45,796
17,42,374
2,696
4,826
(Excluding
internal
consumption of
6,819 MT)
4,760
(Excluding
internal
consumption of
59 MT)
41,89,955
1,60,91,306
11,53,33,431
3,602
4,913
(Excluding
internal
consumption of
56 MT)
5,257
(Excluding internal
consumption of
6,739 MT)
59,95,309
2,69,75,947
13,00,86,528
1,12,716 49,00,81,382
1,75,738 1,19,19,54,068
6,29,120 2,10,24,51,524
40,44,825 25,51,57,03,769
23,56,894 17,55,42,93,701
2,89,193 18,13,26,703
9,19,636 33,35,40,387
39,34,503 2,23,76,45,461
22,60,878 1,43,24,12,688
1,58,335 6,55,98,196
[Including
[Including
[Including
[Including
[Including
2,757 nos.
64,749 nos.
42,738 nos.
2,21,228 nos.
3,39,270 nos.
(Rs.23,14,095)
(Rs.5,03,03,597)
(Rs.4,12,98,211)
(Rs.17,73,63,375)
(Rs.36,34,55,406)
Purchased]
Purchased]
Purchased]
on sale of
on sale of
Purchased]
Purchased]
No.
81,057 1,57,91,943
1,86,046
3,80,41,894
3,79,288
8,21,92,333
30,87,950
58,06,06,410
20,63,319
37,60,85,206
[Including
[Including
[Including
[Including
[Including
11,781 nos.
43,485 nos.
55,768 nos.
6,24,657 nos.
8,13,113 nos.
(Rs.21,49,962)
(Rs.18,38,22,476)
(Rs.96,41,099)
(Rs.1,19,54,065)
(Rs.12,97,98,973)
Purchased]
on sale of
Purchased]
Purchased]
on sale of
Purchased]
Purchased]
No.
No.
No.
Pcs.
Caustic Soda
Lye (100%)
Flaps
Tyres, Tubes &
Flaps (Set)
purchased
Tyres
Tubes
Market Fittings
(2) Particulars in respect of stocks and sales of goods manufactured/ traded : (Contd.)
Quantity
Value
Unit
Quantity
Value
Rs.
Rs.
Cast Iron Spun
Pipes & Pipe
Fittings
M.T.
3,010 9,09,70,951
854
3,70,357
2009-10
85
86
Others
Gas
Purified Hydrogen
Grade)
(including Battery
Sulphuric Acid
Liquor)
(including Alum
Ferric Alum
Acid (100%)
M3
M.T.
M.T.
M.T.
6,897
270
136
75
1,68,40,45,785
95,67,26,145
78,905
4,96,394
-
71,738
3,84,55,266
7,587
159
-
58
2,22,26,744
90,783
14,44,813
9,70,044
1,07,668
7,915
142
-
20
2,90,77,50,683
5,84,95,337
95,717
4,75,029
-
40,373
(2) Particulars in respect of stocks and sales of goods manufactured/ traded : (Contd.)
Value Quantity
Value
Unit Quantity
Value Quantity
Rs.
Rs.
Rs.
Hydrochloric
50,20,63,31,903
510 M3)
435 M )
1,18,05,25,980
consumption of
consumption of
3
(Excluding internal
(Excluding internal
8,17,682
1,110 MT)
1,093 MT)
1,51,44,304
consumption of
7,52,690
(Excluding internal
18,140
consumption of
4,95,73,140
58 MT)
consumption of
(Excluding internal
78
(Excluding internal
17,985
-
285 MT)
322 MT)
-
consumption of
consumption of
5,068
43,32,54,862
1,50,77,696
18,04,69,569
5,92,769
3,22,39,596
Value
Rs.
42,92,06,86,229
2008-2009
Quantity
(Excluding internal
2,33,01,816
Value
Rs.
Sales
(Excluding internal
5,089
2009-2010
Quantity
2009-10
(3) Consumption of Raw Materials :
Manufacturing
Section
Cement At Basantnagar
At Sedam
Rayon &
Transparent
Paper
Spun Pipes &
Foundries
Tyre
Hindusthan Heavy
Chemicals
2009-2010
Quantity
2008-2009
Quantity
Unit
Limestone
Bauxite/ Laterite/
Hematite
Gypsum
Fly Ash
M.T.
15,65,000
38,30,76,177
14,85,000
34,08,60,812
M.T.
M.T.
M.T.
1,00,881
36,993
2,69,812
9,06,51,896
6,11,72,968
5,26,46,531
93,977
46,931
3,02,966
7,65,62,388
7,91,28,186
5,48,82,031
M.T.
57,83,419 #
50,40,96,852 #
47,67,475 #
39,11,97,993 #
M.T.
M.T.
M.T.
3,81,724 #
1,19,725 #
3,68,327
21,68,51,329 #
23,26,92,257 #
11,76,65,222
2,96,702 #
1,26,023
3,89,316
13,94,44,574 #
23,62,28,299
15,24,50,252
Wood Pulp
Caustic Soda
Sulphur
Sundries
M.T.
M.T.
M.T.
10,364
240
17,413
53,97,06,438
50,50,576
9,46,46,302
3,76,71,221
10,127
149
15,299
55,50,74,979
35,40,786
38,10,06,740
3,21,23,252
Pig Iron
C I Scrap
Limestone
Hard Coke
Ferro Silicon
Sundries
M.T.
M.T.
M.T.
M.T.
M.T.
-
-
2,528
208
267
714
35
7,49,00,406
48,26,913
24,91,281
71,52,961
23,90,911
3,20,821
Natural Rubber
Synthetic Rubber
Carbon Black
Fabric
Other Chemicals
and Sundries
M.T.
M.T.
M.T.
M.T.
76,395
21,518
48,002
19,660
Salt
Hydrated Lime (90%)
Sulphur
Sundries
M.T.
M.T.
M.T.
Limestone
Bauxite/ Laterite/
Hematite
Gypsum
Fly Ash
#
#
#
#
Value
Rs.
Value @
Rs.
Class of Materials
8,47,21,46,802
2,93,63,29,510
2,54,52,24,531
4,29,09,20,616
#
#
#
#
48,968
11,378
29,425
13,294
3,03,06,57,219 #
21,400
260
6,489
6,60,65,485
13,49,046
3,80,23,359
52,91,723
23,72,19,36,060
#
#
#
#
5,76,95,15,020
1,81,34,69,337
1,59,17,21,495
2,86,93,59,093
#
#
#
#
1,94,27,53,771 #
19,010
188
6,206
5,65,23,607
10,27,147
23,04,88,456
39,21,897
16,81,33,63,408
#
Excludes 1,79,500 MT (Rs.1,78,01,304) of Limestone [2008-09 - 37,968 MT (Rs.41,60,041)], 11,860 MT (Rs.50,05,464) of Bauxite/Laterite [2008-09 - 2,522
MT (Rs.6,70,137)], 2,054 MT (Rs.38,29,751) of Gypsum (2008-09-Nil), 127 MT (Rs.1,31,61,539) of Natural Rubber [2008-09 - 68 MT (Rs.76,27,245)],
39 MT (Rs.43,02,490) of Synthetic Rubber [2008-09 - 14 MT (Rs.21,93,939)], 88 MT (Rs.55,55,367) of Carbon Black [2008-09 - 40 MT (Rs.22,58,796)],
5 MT (Rs.12,77,863) of Fabric [2008-09 - 61 MT (Rs.78,86,328) and Rs.1,31,10,266 other chemicals/ Sundries [2008-09 - Rs.73,52,576] consumed
during the trial run period relating to Cement expansion and Green field Tyre Projects at Company’s Vasavadatta Cement Unit and Birla Tyres unit.
@ After considering related adjustment for sales value referred to in Schedule 14 of Accounts.
87
(4) Value of Imported and Indigenous Raw Materials, Stores, Spare Parts and Components consumed during the year :
2009-2010
2008-2009
Raw Materials @
Stores, Spare Parts &
Raw Materials @
Stores, Spare Parts &
Components #
Components #
Rs.
%
Rs.
%
Rs.
%
Rs.
%
Imported
4,83,95,84,471
20.40
9,37,79,654
1.07 3,84,00,01,338
22.84
19,40,65,051
2.25
Indigenous 18,88,23,51,589
79.60 8,64,77,00,610 # 98.93 12,97,33,62,070
77.16 8,43,69,99,431 # 97.75
23,72,19,36,060
100.00 8,74,14,80,264 * 100.00 16,81,33,63,408 * 100.00 8,63,10,64,482 * 100.00
@ excluding Rs.6,40,44,044 (imported - Rs.2,13,19,000, indigenous - Rs.4,27,25,044), [2008-2009 - Rs. 3,21,49,062 (imported - Rs.
21,91,045, indigenous - Rs. 2,99,58,017)] raw materials consumed during trial run relating to Cement expansion and Green field Tyre
project at Company’s Vasavadatta Cement Unit and Birla Tyres Unit.
# excluding Rs.9,14,961 (2008-2009 - Rs. 6,165) consumed during trial run period relating to cement expansion project at Company’s
Vasavadatta Cement Unit.
* After considering related adjustment for sale value referred to in Schedule 14 & 15 of Accounts.
(5) Value of Imports (C.I.F Basis) during the year :
2009-2010
Rs.
4,39,93,17,571
10,77,88,848
3,24,70,58,507
7,75,41,64,926
Raw Materials
Components and Spare Parts (including Stores)
Capital Goods
(6) Expenditure in Foreign Currency during the year (on payment basis) :
Technical Service Fees
6,04,85,577
Brokerage and Discount
11,04,653
Interest
36,94,29,138
2,83,72,150
Miscellaneous (Travelling etc.)
(7) Earnings in Foreign Exchange during the year :
Exports (excluding export to Nepal and Bhutan) of goods [F.O. B. - Realisation basis]
3,75,03,67,020
(8) Remittances in Foreign Currency on account of Dividend :
Number of
non-resident
Number of
Financial Year
On Account of
Shareholders
Shares held
2009-2010
2008-2009
2
73,41,875
Final
2009-2010
1
70,41,875
Interim
2008-2009
2007-2008
1
70,41,875
Final
2008-2009
1
70,41,875
Interim
Signatures to Schedule 18
B. K. BIRLA
Kolkata,
28th April, 2010.
88
(S.K. DEB)
Partner
DEEPAK TANDON
Whole-time Director
S.K.PATODIA
Secretary
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
2008-2009
Rs.
3,44,61,01,509
27,45,82,279
1,62,42,74,022
5,34,49,57,810
1,26,38,239
1,11,19,017
34,94,33,757
2,70,79,023
2,54,16,71,323
Dividend
2,38,61,094
1,58,44,219
3,87,30,313
1,58,44,219
Chairman
Directors
2009-10
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010
A. Cash Flow from Operating Activities
Net Profit Before Tax
Adjustments for:
Depreciation
(Profit)/ loss on Fixed Assets sold / discarded (net)
Profit on sale of Long Term Investments (other than trade)
Profit on sale of Current Investments (other than trade)
Dividend from Current Investments (other than trade)
Borrowing Cost [including interest Rs.1,09,03,12,626 (Previous year Rs.1,20,87,21,809) paid/payable on loans
Interest received/receivable on loans etc.
Provision for Doubtful debts
Debts / Advances / Deposits written off
Liabilities no longer required written back
Unrealised(Gain)/ Loss on derivative contracts (net)
[2009-10 : after considering reversal of excess liability]
Unrealised (Gain)/ Loss on foreign currency fluctuation (net)
Operating profit before working capital changes
Adjustments for :
Inventories
Trade and other receivables
Trade Payables
Cash generated from operations
Direct taxes paid (net of refunds)
Net cash from operating activities
B. Cash Flow from Investing Activities
Purchase of fixed assets
Proceeds from sale of fixed assets
Trade investment in Joint Venture
Purchase of Long Term Investment (other than trade)
{2008-09: including Rs.12,60,00,000 paid for acquisition of subsidiary}
Purchase of Current Investments (other than trade)
Proceeds from sale of Current Investments (other than trade)
Proceeds from sale/redemption of Long Term Investments (other than
trade)
Dividend from Current Investments (other than trade)
Loans given
Realisation of Loans given
Interest received on loans,deposits etc.
Net cash used in investing activities
For the year ended
31st March, 2010
Rs.
For the year ended
31st March, 2009
Rs.
4,75,49,43,448
4,09,11,43,051
1,72,80,03,438
26,23,824
(42,250)
(4,74,18,383)
(46,55,917)
1,11,85,61,067
(3,35,17,858)
(36,14,099)
(76,319)
(4,72,50,844)
(19,43,811)
1,25,11,07,404
(88,53,852)
2,51,609
(2,07,22,174)
(15,92,70,523)
1,29,59,66,293
(83,89,262)
5,28,089
7,22,15,354
13,000
(4,64,64,863)
10,91,66,989
(14,05,95,767)
7,35,53,70,857
10,63,09,576
6,65,26,46,363
(3,27,13,28,413)
(2,36,09,35,689)
1,88,51,60,479
3,60,82,67,234
(1,04,28,07,755)
2,56,54,59,479
(1,46,89,11,160)
(1,06,06,80,673)
42,27,51,290
4,54,58,05,820
(84,31,62,185)
3,70,26,43,635
(12,58,46,26,265)
61,37,205
(2,27,280)
(2,23,00,000)
(9,89,08,18,749)
5,02,30,352
(14,17,70,160)
(11,48,03,85,394)
11,48,04,27,644
-
(2,60,69,43,811)
2,60,70,20,130
58,28,400
4,74,18,383
46,55,917
(23,04,00,000)
25,00,00,000
59,43,472
(12,52,33,56,318)
4,72,50,844
19,43,811
(44,00,00,000)
1,52,00,000
49,17,237
(10,34,71,41,946)
89
CASH FLOW STATEMENT (Contd.)
C. Cash Flow from Financing Activities
Proceeds from Long-term borrowings
Short-term borrowings
Unclaimed debentures paid/transferred
Repayment of Long-term borrowings
Short-term borrowings
Increase/(Decrease) in cash credit and overdrafts from banks
Borrowing Cost [including interest Rs.1,55,71,09,516 (Previous year Rs.1,39,15,13,827) paid
Dividends Paid during the year (including taxes thereon)
Net Cash from financing activities
Net Increase in Cash and Cash Equivalents
Opening Cash and Cash Equivalents
Cash and Cash equivalents consequent to amalgamation (Note 2)
Closing Cash and Cash Equivalents (Note 3)
1
2
3
For the year ended
31st March, 2010
Rs.
For the year ended
31st March, 2009
Rs.
14,83,36,10,022
67,70,96,56,040
-
11,11,58,77,507
69,25,45,39,180
(2,53,82,188)
(9,61,46,71,768)
(60,71,83,45,761)
6,74,05,843
(1,79,13,54,465)
(2,67,45,73,561)
(68,02,19,57,779)
(81,52,49,830)
(1,61,50,42,037)
(29,25,41,324)
10,19,37,58,587
23,58,61,748
56,85,52,594
73,935
80,44,88,277
(41,05,81,720)
6,80,76,29,572
16,31,31,261
40,54,21,333
56,85,52,594
Notes :
The above cash flow statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on
Cash Flow Statements.
Pursuant to scheme of Amalgamation (the’Scheme’) sanctioned by the High Court at Calcutta in July 2009, Bulland Buildmart
Private Limited (Transferor Company) has been amalgamated with Kesoram Industries Limited (Tansferee Company) with
retrospective effect from 1st October 2008 (Appointed Date). In accordance with the Scheme, all assets and liabilities of the
Transferor Company immediately preceding the Appointed Date have been incorporated in the books of account of Transferee
Company at their respective book values on the basis of audited accounts of the Transferor Company. The net assets as per the
books of account of the Tranferor Company after cancellation of investment of the Transferee Company in Tranferor Company
as on 30th September, 2008 has been credited to Capital Reserve of the Transferee Company in 2009-10 and the results of the
Transferor Company for the period 1st October, 2008 to 31st March, 2009 has been adjusted with the opening cradit balance in
Profit & Loss Account of Transferee Company. Also refer Note 2 on Schedule 17 to Accounts.
31st March, 2010
Rs.
Cash and Cash Equivalents comprise :
Cash in Hand
With Scheduled Banks on Current Account
Unpaid Dividend Account
Term Deposits Account
With Post Office Savings Bank Account
This is the Cash Flow Statement referred to in our report of even date.
36,27,459
83,38,292
78,11,08,183
1,66,16,447
31,31,188
5,000
80,44,88,277
54,25,66,016
1,48,12,098
28,31,188
5,000
56,85,52,594
B. K. BIRLA
Kolkata,
28th April, 2010.
90
(S.K. DEB)
Partner
DEEPAK TANDON
Whole-time Director
S.K.PATODIA
Secretary
31st March, 2009
Rs.
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE
AMITABHA GHOSH
P. K. MALLIK
MANJUSHREE KHAITAN
Chairman
Directors
2009-10
Information pursuant to Part IV of Schedule VI to the Companies Act, 1956:
Balance Sheet abstract and Company’s General Business Profile
1.
2.
3.
4.
5.
Registration Details
Registration Number
State Code
Balance Sheet Date
Capital raised during the year
Public Issue
Rights Issue
Bonus Issue
Private Placement
3429
21
31st March, 2010
(Amount in Rs. Thousands)
Nil
Nil
Nil
Nil
Position of mobilisation and deployment of funds
Total Liabilities [excluding shareholders funds and including
Deferred tax liability (Net) Rs.32,84,383 thousands]
Total Assets (excluding Deferred tax assets)
4,21,29,741
5,75,32,151
Sources of Funds
Paid up Capital
Reserves & Surplus
Secured Loan
Unsecured Loan
4,57,416
1,49,44,994
1,86,37,153
1,47,72,036
Application of Funds
Net Fixed Assets
Investments
Current Assets (net of current liabilities and provisions Rs.54,36,170 thousands)
Miscellaneous Expenditure
Accumulated Losses
3,84,46,539
5,14,337
1,31,35,106
Nil
Nil
Performance of the Company
Turnover (including other income)
Total Expenditure
Profit before Tax
Profit after Tax
Earnings Per Share (Rs.)
Interim Dividend Rate (%) [on Ordinary Shares]
Dividend Rate (%) [on Ordinary Shares]
4,85,57,214
4,38,02,270
47,54,943
23,73,374
51.88
22.5
32.5
Generic Names of principal products, services of the Company
(as per monetary terms)
(i) Item Code No.
Product Description
(ii) Item Code No.
Product Description
(iii) Item Code No.
Product Description
(iv) Item Code No.
Product Description
(v) Item Code No.
Product Description
324101000.00
Portland Cement
540331.00
Artificial Filament Viscose Rayon Yarn
401120.00
Automobile Tyres (for bus & lorry)
401310.02
Automobile Tubes (for bus & lorry)
401290.04
Automobile Flaps (for bus & lorry)
91
Notes
92
Regd. Office: 8th Floor, 9/1, R.N. Mukherjee Road, Kolkata - 700 001
ATTENDANCE SLIP
(TO BE SIGNED AND HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)
I/We hereby record my / our presence at the ANNUAL GENERAL MEETING of the above named Company at KALA KUNJ, 48,
Shakespeare Sarani, Kolkata - 700 017 at 11.00 a.m. on Thursday, the 1st July, 2010.
NAME(S) OF THE MEMBER (S)
Registered Folio No. :
DP-ID No :
CI-ID No. :
Name of Proxy (in block letter)
(To be filled in if the Proxy attends instead of the Member)
Member's / Proxy's Signature
Note: The copy of the Annual Report may please be brought to the Meeting Hall.
Regd. Office: 8th Floor, 9/1, R.N. Mukherjee Road, Kolkata - 700 001
PROXY FORM
Registered Folio No. . .............................................................. DP-ID No. .................................................. Client ID No. ......................
I/We ..........................................................................................................................................................................................................
of...............................................................................................................................................................................................................
being a member / members of the above named Company, hereby appoint ..........................................................................................
.............................................................................. of ...............................................................................................................................
or failing him ............................................................................................................................................................................................
of...............................................................................................................................................................................................................
as my / our proxy to attend and vote for me / us on my / our behalf at the ANNUAL GENERAL MEETING of the Company to be held
at 11.00 a.m. on Thursday 1st July, 2010 and at any adjournment thereof.
As WITNESS my / our hand(s) this ...................................................................day of ................................................................2010
Revenue
Signed ............................................................................................................. Stamp 15 .......................................................................
Paise
Note : Proxy Form duly completed must reach the Company's Registered Office not less than 48 hours before the time for holding the
Meeting.
2009-10
R
OU
POF
C
PAN
IE
B
OM
IRLAG
S
BK
B K BIRLA GROUP OF COMPANIES
The Group Logo - As represented by the 21st Century Atlas
Atlas, the Titan - Collective Strength
Atlas,bearer of the heavens is synonymous with vast, all encompassing strength and is
used to symbolise the Group’s own collective strength. It reflects the combined qualities
of astute and dynamic management while emphasising the Group’s tenacity, consistency, reliability and overall leadership.
The Sun - Enlightenment and Growth
The Sun, as a source of infinite energy and inspiration, is used here in conjunction with
the Atlas head to represent the vitality and powerful presence of the Group - both in its
industrial prowess and its financial, technological and intellectual skills.
The Earth Segments - Diversified Activities
Each of the latitudes around the Titan represent various sections - industrial, agricultural,
financial and other activities of the Group. As with the infinite variety of the world, so is
the strength of the Group, made up of its diverse activities.
The Globe - Global Vision
The Group’s global presence and vision is reflected in the entirety of the Earth’s sphere.
The Base - Solid Foundations
The strength of the entire edifice depends upon the strength of the foundation embedded in the bedrock, represented here by the Group Name.
The Symmetry - The Resilience, Versatility, and Stability
Seen in its entirety, each of the elements -Atlas, the Sun, the Earth divisions, the Globe
and the Base, together sum up a well conceptualised and balanced conglomerate.
Chairman
Strong Foundation
Sustained Growth
Proven Leadership
ANNUAL REPORT &
ACCOUNTS 2009-10
M eetin
website : www. kesocorp.com
!
y
a
d
y
r
e
v
E
s
e
g
n
e
l
l
a
h
C
w
e
N
g

KESORAM INDUSTRIES LIMITED

Transcription

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