GUJARAT AMBUJA CEMENTS LTD.

Transcription

G U J A R AT A M B U J A C E M E N T S LT D.
ANNUAL REPORT
2005 - 2006
Give a man orders and he will
do the task reasonably well.
But let him set his own targets,
give him freedom and authority
and his task becomes
a personal mission: ‘I can’.
BOARD OF DIRECTORS
Mr. Suresh Neotia, Chairman
Mr. N. S. Sekhsaria, Vice Chairman
Mr. Markus Akermann
Mr. Paul Hugentobler
Mr. M. L. Bhakta
Mr. Nasser Munjee
Mr. Rajendra P. Chitale
Mr. Shailesh Haribhakti
Mr. Nirmalya Kumar
Dr. Omkar Goswami
Mr. Anil Singhvi, Managing Director
Mr. P. B. Kulkarni, Whole-time Director
Mr. A. L. Kapur, Whole-time Director
Mr. N. P. Ghuwalewala, Whole-time Director
Mr. B. L. Taparia, Whole-time Director and Company Secretary
Corporate Office :
106, Maker Chambers III,
Nariman Point,
Mumbai 400021.
2
2
FIVE YEAR PERFORMANCE
Rs. in crores
2002
2003
2004
2005
2006
(18 Months)
Sales
1384
1735
1968
2606
6268
Operating Profit
466
513
587
799
2247
Cash Profit
369
425
509
714
2168
Profit before Tax
231
253
384
519
1842
Profit after Tax
187
222
337
468
1503
Gross Block
2900
3024
3782
3827
5177
Net Worth
1618
1612
2013
2172
3484
461
461
–
–
–
1322
1290
1270
1127
865
Cash EPS (Rs.)
24
27
28
5.28
14.29
EPS (Rs.)
12
14
19
3.46 *
10.09 *
Dividend (%)
60
70
80
Capacity - Million Tons
9.00
9.00
12.86
13.30
16.30
Production - Million Tons
7.20
9.84
10.37
12.80
22.63
Foreign Currency Convertible Bonds
Debt
90 **
Note :
* On Face Value of Rs. 2 per share.
** Includes 30% on enlarged capital after issue of Bonus shares in the ratio of 1:2.
3
3
165
CHAIRMAN’S LETTER
Dear Shareholders,
It gives me great pleasure to share with you exciting changes in the cement industry
and the numerous developments at Ambuja Cement over the past year and a half.
As you may know, the company has changed its accounting year-end from June to
December. This report, therefore, consists of our news and performance over the last 18
months since July 2005.
The progressive reforms adopted by the government are fuelling a consistent 9%
growth in the economy. This impressive performance is expected to continue in the future
and is reflected in Standard & Poor’s recent upgrade of India’s investment rating.
Developments in the economy like these will trigger further inflow of capital and have a
positive impact on the future.
The sense of all-round optimism in India has formed the perfect environment for
entrepreneurship, global expansion, new ideas and new ways of looking at the business.
Today, every large global company has either established operations, or is looking for a
foothold in India.
With the economy booming and the outlook positive, there has been a substantial
investment increase in housing, construction and infrastructure. This, in turn, has spurred the
demand for cement, enabling the industry to grow at 11.3% in the calendar year 2006 and
cross the 151 million tonnes mark in despatches. The government is making substantial
investments in infrastructure development which will place the cement industry on an even
higher growth path.
To tap into this incredible growth, the company has undergone a sea-change. Holcim,
one of the world’s most respected cement companies, has taken a controlling interest in
Ambuja Cement. By buying a part of the original promoters’ holdings and merging ACEL
with the company, they have obtained 26% of the company’s equity capital. The original
promoters continue to be associated with the company through minority stakes.
Holcim possess global expertise in many areas like alternate fuels, research and
GUJARAT AMBUJA CEMENTS LTD. | 4
development, information technology and product development – capabilities that our
company needs to scale even greater heights.
Under the new management, the company has planned substantial investments of about
Rs.3350 crore to augment cement production capacity from 16 MT to 22 MT by 2009. This
step would enable the company to keep its pre-eminent position in the industry and retain
its market share.
I am also pleased to inform you that the last 12 months ending December ’06 have been
extremely good for the company. We have sold 16.3 million tonnes of cement during the
year, a growth of 11.6% over the calendar year 2005. Our operating profit has jumped to
Rs.1881 crore as against Rs.952 crore in the previous year, an increase of 97%. Similarly,
our profit before tax has increased one and a half times to Rs.1616 crore, as against Rs.644
crore. Unlike in the past, we are now liable to pay full tax and because of this, our tax burden
has gone up. Accordingly, our net profit is Rs.1340 crore as against Rs.512 crore in 2005,
a two and half times increase.
Our people have truly done an outstanding job in running plant operations, marketing
our cement and keeping our costs in check. Now the challenge before them is to grow the
company further by setting up new capacities as efficiently as they have done in the past.
I would like to mention my appreciation of the management team for the company’s
outstanding performance. Ambuja Cement, I am happy to say, is one of the most successful
and respected companies in India.
To conclude, I would like to say that your trust and faith in the company have been our
great strength. With the future of the company safe and secure in the hands of one of the
best teams in the world, I am confident we will all be a part of this incredible growth story for
years to come.
With warm regards,
Suresh Neotia
2nd February, 2007.
GUJARAT AMBUJA CEMENTS LTD. | 5
This year our people were
faced with a unique test of
courage and resolve.
A 5700 tonne stranded ship.
June 27 was a typically overcast monsoon day along the Gujarat coastline. The captain of
the M.V. Ambuja Laxmi gave the order to cast off. And the ship, loaded with 3400 tonnes of
cement, sailed towards open waters.
The weather took a turn for the worse. A monsoon squall whipped up white-capped waves, 6
metres high. The Ambuja Laxmi started drifting dangerously towards the shallows. The crew
fought hard, but with conditions deteriorating, their efforts were in vain. She grounded herself
firmly onto the rocks, damaging her hull.
Ambuja Laxmi’s situation was bleak. Water was entering through cracks in her hull, listing
her to one side. There was a danger that the 3400 tonnes of cement in her cargo hold could get
wet and solidify, making her impossible to move. With the rough seas pounding her on the
rocks, the crew quickly hammered out a salvage plan.
The fuel was removed so that the ship wouldn’t pose an environmental threat. Tons of thick
mud had found its way through cracks in her hull. Without electricity, it had to be removed by
the bucket-load. Teams of men worked in the darkness, feeling for leaks with their bare hands.
They toiled around the clock for 2 months to keep the ship afloat until the weather broke.
At last the monsoon abated and the work of unloading the cargo could start. Thanks to the
crew’s effort, only 300 tonnes of cement was damaged.
On October 6, the M.V Ambuja Laxmi was light enough to be pulled off the rocks. The
Gujarat authorities thought it was a miracle the ship had survived. They didn’t know it was the
grit of the crew that saved her.
Rice husk. Sugarcane Waste.
Cotton sticks.
A few of the things that made us
more profitable this year.
The engineers at our Ropar Captive Power Plant discovered a remarkable way to cut costs:
using bio-waste for fuel. Not only was it cheap and renewable, it would reduce our plant’s coal
consumption by 80%. A brilliant idea, but incredibly difficult to execute.
Bio-waste supplies were highly seasonal. Rice husk was only available from October to
February, while cotton sticks were only abundant from March to May.
To add to the problem, there was no established source of waste materials in Punjab.
Securing a steady supply would mean striking deals with individual farmers across Punjab
-something that had never been attempted before.
And even if they succeeded, the Ropar plant was not built to handle such diverse fuels. Its
systems would have to be entirely re-engineered.
Did it make sense to go through all this? The benefits just couldn’t be ignored.
One team mapped a fuel calendar based on the seasonality of crops and went from farm to
farm, across the state, to create a supply chain. While another ingeniously modified the boilers
and conveyor belts at Ropar to handle any fuel, from powdery rice husk to solid wood chips.
And because the new boilers were clean-burning, they earned us an unforeseen bonus:
Carbon Credits; the certificates issued to companies that reduce greenhouse gas (GHG)
emissions, which could be traded to provide additional revenue.
In the end, it wasn’t just a great idea. It also added to our bottom line.
Kamaljeet got AIDS,
her husband died and her
family deserted her.
There was only one thing
left for her to do:
become a role model.
Kamaljeet lost her husband and the support of her family. But when she discovered that she
had AIDS, she also lost her will to carry on.
The AIDS counsellors at Ambuja Cement Foundation had helped hundreds of HIV+ women
in the area. Kamaljeet’s state was particularly miserable. The burden of being HIV+, added to
the anguish of losing her husband and family, was too much for her to bear. Without any
support, there was little hope for her.
The ACF team enrolled her in their counselling programme. The process was painful.
Kamaljeet had to muster all her courage to come to terms with her condition. But slowly her
spirit was being rekindled.
Soon Kamaljeet was strong enough to work. She started managing an ACF counselling
centre for HIV/AIDS projects in the area. After months of hopelessness, she was standing on her
own feet again.
For Kamaljeet, this was just the beginning. She enrolled in a class to become a peer
educator to help other HIV+ women find a new lease on life. Today she not only manages the
counselling centre, but also plays a crucial role in the aid network for HIV+ women.
Kamaljeet has gone from the depths of despair and lived to become a shining example
for others: how, with a little encouragement, one courageous woman can infect a whole village
with her spirit.
DIRECTORS’ REPORT
Dear Members,
We are pleased to present the 24th Annual Report of the Company for the Corporate
Financial Year ended on 31st December, 2006.
FINANCIAL RESULTS
Rs. in crores
Stand Alone
Consolidated
Current Year Previous Year Current Year Previous Year
30.06.2005
30.06.2005 31.12.2006
31.12.2006
(18 months) (12 months) (18 months) (12 months)
Sales (net of excise duty)
6268.29
2599.95
6393.13
3079.63
79.03
84.75
80.15
90.21
798.70
2412.59
927.82
Profit before Interest and Depreciation
2246.75
Gross Profit
2167.72
713.95
2332.44
837.61
-
-
0.37
16.86
Less: Interest
326.12
Less: Depreciation
Less : Minority Interest
195.41
327.95
219.52
Profit before Tax
1841.60
518.54
2004.12
601.23
Profit after Tax
1503.25
468.29
1664.69
518.09
151.38
117.54
233.46
154.03
-
-
13.32
10.01
71.31
-
71.31
-
338.35
Provision for Tax
Add: Balance brought forward
from previous year
Add: Balance of Profit & Loss of
Joint Venture
Add: Credit Balance of Profit & Loss
Account as on 01.01.2006 of
erstwhile ACEL
Profit available for appropriation
Appropriations:
Debenture Redemption Reserve (Net)
Transfer from Exchange Fluctuation
Reserve on cessation of subsidiary
Transfer to Reserve Fund
General Reserve
Dividend on Equity Shares
(including interim)
Dividend on Cumulative preference shares
Corporate Dividend Tax
Balance carried forward
50.25
339.43
83.14
1725.94
585.83
1982.78
682.13
(72.05)
(6.25)
(72.05)
(6.25)
-
-
(1.95)
-
1000.00
225.00
1000.00
225.25
461.24
189.16
461.24
189.16
64.69
26.54
64.69
26.54
-
-
-
-
-
0.26
0.20
0.45
525.93
215.70
526.19
216.15
1725.94
585.83
1982.78
682.13
272.06
151.38
GUJARAT AMBUJA CEMENTS LTD. | 1 2
530.59
246.78
Review of performance for the current
financial results for the current year are not
year and comparison with previous year has
comparable with those of the previous year.
been given in the Management Discussions
and Analysis annexed to this report.
CURRENT YEAR NOT COMPARABLE
WITH THE PREVIOUS YEAR
DIVIDEND
The company had paid two interim
dividends aggregating to 125% (Rs.2.50 per
share) during the year. We are pleased to
(i) Cha nge in Acco unting Ye ar
recommend a final dividend of 40% (Rs.0.80
The Accounting Year of the company has
per share). The aggregate dividend for the
been changed to end on 31st December, 2006
year will amount to 165% (Rs.3.30 per share)
instead of on 30th June, 2006. The current
as against 70% (Rs.1.40 per share) on the
year, therefore, comprises of a period of 18
comparable capital, in the previous year.
months as against 12 months of previous year.
The total payout on dividend (including
corporate tax thereon) will be Rs.525.93
(ii) Amalga mation of ACEL
Erstwhile
Ambuja
crore as against Rs.215.70 crore in the
Cement
Eastern
Limited (ACEL) has been amalgamated
with the company with effect from 1st
previous year.
EXPANSION AND UPGRADATION
January, 2006. The figures of ACEL for its
The company is expanding its clinker
Financial Year ended on 31st December
capacity by 4.5 million tonnes, cement
2006 (12 months) are included in the
capacity by 6 million tonnes and power
financial results of the company for the
generation
current year (18 months).
different locations with total investment
For the above two reasons the audited
capacity
of Rs.3350 crore.
by
178
MW
at
On completion of all these projects, the
as non - executive Vice - Chairman.
cement capacity of the company shall go up
from 16 million tonnes to 22 million tonnes.
APPOINTMENT OF VICE CHAIRMAN
AND MANAGING DIRECTOR
A p p o i nt m e nt o f M a n a g i ng D i re c t o r
Upon the resignation of Mr. N. S. Sekhsaria
as Managing Director, the Board decided
to
A p p o in t m e n t o f V ic e - C h a i r m a n
appoint
Mr.
Anil
Singhvi
as
the
Managing Director of the company w.e.f.
Mr. N. S. Sekhsaria has been the
30th January, 2006.
Managing Director of the company since
Prior to this, Mr. Singhvi was a Whole-
its inception. Mr. Sekhsaria submitted his
time Director of the company. Mr. Singhvi
resignation from the Managing Directorship
joined the company in the year 1986 and
for personal reasons. His resignation was
worked closely with and under the guidance
accepted by the Board on 30th January, 2006.
of Mr. N. S. Sekhsaria.
that
A resolution seeking confirmation of the
Mr. N. S. Sekhsaria played major role in the
shareholders for his appointment as Managing
growth of the company. Along with his team, he
Director is being moved at the ensuing Annual
put the company on the global map of highly
General Meeting of the company. The Board of
successful and efficient cement companies.
Directors recommends to the shareholders for
The Board recorded its appreciation for his
passing the said resolution.
The
Board
of
Directors
recalled
dedication, foresightedness and leadership to
bring the company this far.
While accepting the resignation of
CHANGE OF MANAGEMENT –
ENTRY OF HOLCIM
Mr. N. S. Sekhsaria as Managing Director,
Holcim, a Swiss company, is a worldwide
the Board unanimously appointed him
leading supplier of cement with capacity of
194 million tonnes and aggregates as well as
With the open offer, as per the SHA,
downstream activities such as Ready-Mix
Holcim group got management control of
Concretes and Asphalt including services.
the company. Mr. Markus Akermann, CEO of
The group is present in more than 70
Holcim Ltd., Mr. Paul Hugentobler, Member
countries on every continent and is one
of Executive Committee of Holcim Ltd. and
of the fastest growing construction sector
Mr. Nirmalya Kumar were appointed as
companies in the world with the large
Additional Directors on the Board of the
presence in emerging markets.
company in May 2006, representing Holcim.
The founding promoters of the company
Subsequently, in November 2006, Holcim
Messrs. N. S. Sekhsaria, Suresh Neotia and
group has purchased further 5 crore equity
others sold 20 crore equity shares of the
shares
company, 14.78% of the then equity share
constituting about 3.67% of the equity capital
capital to Holcim group under the Shareholders’
of the company. The aggregate shareholding
Agreement (SHA) dated 30th January, 2006.
of Holcim group in the company as on
As per the aforesaid Shareholders’
31st December, 2006 (post-amalgamation of
Agreement, Holcim group made an open offer
to the shareholders of the company to acquire
upto 20% of its share capital in compliance
with SEBI (Substantial Acquisition of Shares
from
the
founding
promoters
ACEL) stood at 26.44%.
CEYLON AMBUJA CEMENTS PRIVATE
LIMITED (CEYLON AMBUJA)
and Takeovers) Regulations. The open offer
The Financial Year of Ceylon Ambuja
was made in April 2006 at a price of Rs.90.64
(a wholly-owned subsidiary company) has
per share. Pursuant to the open offer,
been changed to end on 31st December
Holcim group’s shareholding in the company
and, therefore, the current year comprises of
went up to 14.81%.
9 months from April 2006 to December 2006.
Ceylon Ambuja sold 2.65 lakh tonnes of
entitlement for five shares of the face value of
cement during the year 2006 (9 months) as
Rs.2/- each) to eligible Whole-time Directors
against 3.05 lakh tonnes in the previous year
and employees including some employees of
(12 months). In value terms, the sales were
subsidiary companies, at an exercise price of
LKR 255.77 crore as against LKR 215.60 crore
Rs.69.60 per share. The market price of the
in the previous year (12 months).
shares on the date of grant was Rs.73.05 per
Due to substantial increase in costs and
share. These stock options have vested on
other out-goings, Ceylon Ambuja has incurred
expiry of one year from the date of grant and
a loss of LKR 1.50 crore in the current year as
can be exercised during a period of four years
against a profit of LKR 2.60 crore in the
from the date of vesting. The exercise price
previous year.
was determined by averaging the daily closing
EMPLOYEE STOCK OPTION SCHEME
The
company
has
granted
Stock
price of the company’s equity shares during
15 days on the National Stock Exchange
immediately preceding the grant.
Options to eligible Whole-time Directors and
The company has adopted intrinsic value
employees for the seventh year in succession.
method for the valuation and accounting of the
The particulars required to be disclosed
aforesaid stock options as per SEBI guidelines,
pursuant to Clause 12 of SEBI (Employees
and accordingly has accounted Rs.1.47 crore
Stock Option Scheme) Guidelines 1999 are
as employee compensation cost for the year
given in subsequent paragraphs.
ended 31st December, 2006. The fair value of
a) E S O S 2 0 0 5 - 0 6
the options as per the “Black Scholes” model
During the year 2005-06, the company
comes to Rs.19.21 per option. Had the
granted 8,73,075 stock options on 7th
company valued and accounted the aforesaid
November,
options as per the “Black Scholes” model, the
2005
(each
option
carrying
net profit for the year would have been lower by
management personnel are as follows:
Rs.11.74 crore and the diluted earning per
Mr. Anil Singhvi
50000
Mr. P. B. Kulkarni
50000
The “Black Scholes” model captures
Mr. A. L. Kapur
50000
the
Mr N. P. Ghuwalewala
35000
Mr. B. L. Taparia
25000
share (with face value of Rs.2 each) would have
been Rs.10.01 instead of Rs.10.09 per share.
all
variables
with
their
respective
appropriateness which influences the fair value
(appointed as Managing Director w.e.f. 30.1.06)
210000
of stock options. The significant assumptions
to estimate the fair value of options as per
The other employees have been granted
“Black Scholes” model are:
1. Risk-free interest rate – 6.44%.
663075 options. The details of options
2. Expected life of the option – 3 years.
granted to other employees are:
3. Expected volatility – 32.22%.
Total number of employees
4. Expected dividend yield – 2.71%.
2366
All the options granted during the year
Total number of options granted
663075
have been vested. No employee or Director
Max. number of options granted
6000
has been granted options in excess of 1%
Min. number of options granted
25
of the issued equity share capital of the
Avg. number of options granted
280
company. Mr. Anil Singhvi, Mr P. B. Kulkarni
and Mr. A. L. Kapur have been granted options
b) Cumulat ive disclosure
of more than 5% of the total options granted
The particulars with regard to the stock
during the year.
options as on 31st December, 2006 as
The options granted to the eligible
Whole-time
Directors
being
the
senior
required to be disclosed under the SEBI’s
guidelines are as follows:
Cumulative position as on 31st December, 2006.
Nature of disclosure
a. Options granted
b. The pricing formula
5282250
2004-2005
&
2005-2006
2003-2004
1999-2000
to
2002-2003
c. Options vested
d. Options exercised
e. The total number of shares arising
as a result of exercise of Options
f. Options lapsed / surrendered
g. Variation of terms of Option
h. Money realised by exercise of Options
i. Total number of Options in force
j. (a) Details of Options granted to /
exercised by the Whole-time Directors
1. Mr. Anil Singhvi
(appointed as MD w.e.f. 30.1.06)
2. Mr. P. B. Kulkarni
3. Mr. A. L. Kapur
4. Mr. N. P. Ghuwalewala
5. Mr. B. L. Taparia
(b) Any other employee who received
a grant in any one year of option
amounting to 5% or more of options
granted during that year.
k. Employees who were granted Options,
during any one year, equal to or
exceeding 1% of the issued capital
of the company at the time of grant.
l. Diluted Earnings Per Share (EPS)
pursuant to issue of shares on exercise
of Option calculated in accordance
with Accounting Standard AS-20.
m. Weighted average exercise
price of options
Weighted average fair value of options
4906675
3606750
Particulars
The exercise price was
determined by averaging the daily
closing price of the company’s
equity shares during 15 (fifteen) days
on the National Stock Exchange
The exercise price was
determined by averaging two weeks’
High and Low price of the
company’s equity shares on
the National Stock Exchange
The exercise price was the
average of the daily closing price of
equity shares of the company on the
Stock Exchange, Mumbai during the
period of 30 (thirty) days immediately
preceding the date on which the
options were granted.
Total number of shares arising as a result of exercise
of options shall be 2,65,09,836 shares of Rs. 2 each.
375575
Rs.79.90 crore
1299925
No. of Options granted No. of Options exercised
310000
295000
280000
75000
185000
11 45 000
210000
145000
182700
32000
100000
669 700
NIL
NIL
10.09
2003-04
2004-05
310*
67.44*
443*
96.73*
*Options related to Equity Shares of the F.V. of Rs.10/-. **Options related to Equity Shares of the F.V. of Rs.2/-.
The information disclosed in respect of item No.(m) is for grants made after June 30, 2003.
2005-06
69.60**
19.21**
CORPORATE GOVERNANCE
1985. Mr. Kampani, a leading investment
The company has complied with the
banker of the country with very sound
Corporate Governance Code as stipulated
financial acumen, was a great strength to the
under the listing agreement with the Stock
Board of Directors. He was an Independent
Exchanges. A separate section on corporate
Director on the Board and was Chairman of
governance, along with a certificate from the
the Audit Committee.
is
Mr. M. T. Patel an industrialist from
annexed and forms part of the Annual Report.
Gujarat joined the board in February 1985.
auditors
confirming
the
compliance
He was also an Independent Director on
DIRECTORS
the board. His association for a long period
Resigna tions
of more than 21 years was very useful to
(i) Mr. Vinod Neotia, (ii) Mr. Nimesh
Kampani,
(iii)
Mr.
M.
T.
Patel,
the board.
Mr.
Harshavardhan
Neotia,
son
of
and
Mr. Vinod Neotia joined the Board in
(v) Mr. Pulkit Sekhsaria have resigned
December 1995. He was appointed as
from the Board during the year.
Managing Director of Ambuja Cement Eastern
(iv)
Mr.
Harshavardhan
Neotia
Mr. Vinod Neotia was the founder
Ltd. (ACEL) when ACEL was acquired by the
promoter Director. He joined the board in
company in 1997. Mr. Harshavardhan Neotia
November 1982 and had long association of
was instrumental in turning around ACEL.
more than 23 years. The company was
Mr. Pulkit Sekhsaria, son of Mr. N. S.
immensely benefited from his contribution
Sekhsaria, joined the Board in December
and guidance.
1995 as Whole-time Director. He was closely
Mr. Nimesh Kampani, a chartered
accountant joined the board in October
associated with shipping, distribution and
logistics for Gujarat plant.
The Board has recorded its appreciation
(iii) Mr. Nirmalya Kumar, (iv) Mr. Shailesh
for the valuable services rendered by these
Haribhakti and (v) Dr. Omkar Goswami were
Directors during their tenure on the board.
appointed as Additional Directors under
Section 260 of the Companies Act. These
Ret irement by rota tion
Directors shall hold office upto the date of
(i) Mr. M. L. Bhakta, (ii) Mr. Nasser Munjee
the ensuing Annual General Meeting and
and (iii) Mr. Rajendra Chitale, Directors of the
being eligible, have offered themselves
company retire by rotation as per Article 147
for appointment.
of the Articles of Association of the company.
Mr. Markus Akermann, aged 60 years has
Being eligible, they offer themselves for
32 years of experience. He is presently CEO
re-appointment.
of Holcim Ltd., Switzerland.
All these Directors were appointed as
Mr. Paul Hugentobler, aged 58 years
Independent Directors. Further details about
has 29 years of experience. He is heading
them are given in the Corporate Governance
South Asia and Northern ASEAN operations
Report annexed to the Directors’ Report as
of Holcim. He is presently a member
well as in the Notice of the ensuing
of Executive Committee of Holcim Ltd.,
Annual General Meeting being sent to the
Switzerland.
shareholders along with Annual Report.
The Board of Directors recommends their
Mr. Nirmalya Kumar, aged 46 years has
20 years of experience in teaching and
consulting profession. He is presently a
re-appointment.
professor at London Business School. He has
Additional Dire cto rs
worked with various Fortune 500 companies
The following Directors, viz.(i) Mr. Markus
Akermann,
(ii)
Mr.
Paul
Hugentobler,
as consultant in marketing.
Mr. Shailesh Haribhakti, aged 50 years
has 26 years of experience. He is a chartered
standards have been followed along with
accountant
proper explanations relating to material
and
managing
partner
of
Haribhakti & Co.
departures;
Dr. Omkar Goswami, aged 50 years has
ii) appropriate accounting policies have
done Ph.D. in Economics from Oxford
been selected and applied consistently, and
University. He is one of the most renowned
judgments
economists of India.
reasonable and prudent, so as to give a true
Mr.
Markus
Akermann,
Mr.
and
estimates
made
are
Paul
and fair view of the state of affairs of the
Hugentobler and Mr. Nirmalaya Kumar were
company as on 31st December, 2006 and
appointed as nominees of Holcim whereas
of the profit and cash flow of the company
Mr. Shailesh Haribhakti and Dr. Omkar
for the period ended 31st December, 2006.
Goswami were appointed as Independent
iii) proper and sufficient care has been
Directors. Further details of these Directors
taken for the maintenance of adequate
are given in the Corporate Governance
accounting records in accordance with the
Report.
provisions of the Companies Act, 1956 for
The Board of Directors recommends
their appointment.
for preventing and detecting fraud and other
DIRECTORS’ RESPONSIBILITY
Pursuant to Section 217 (2AA) of the
Companies Act, 1956 as amended, the
Directors confirm that:
i) in the preparation of the annual
accounts,
the
safeguarding the assets of the company and
applicable
accounting
irregularities; and
iv) the annual accounts have been
prepared on a going concern basis.
AUDITORS
M/s. S. R. Batliboi & Associates and
M/s. Dalal & Shah auditors of the company
will retire at the ensuing Annual General
205C of the Companies Act, 1956. The said
Meeting and are eligible for re-appointment.
amount represents unclaimed dividend
M/s. S. R. Batliboi & Associates have
and unclaimed interest on debentures and
sought
have
bonds which have been with the company
confirmed that their re-appointment, if
for a period exceeding 7 years from their
made, shall be within the limits of Section
respective due dates of payment.
the
re-appointment
and
224 (1B) of the Companies Act, 1956.
M/s. Dalal & Shah have informed that
they do not seek the re-appointment.
The
Board
recommends
ENERGY, TECHNOLOGY AND
FOREIGN EXCHANGE
the
Information on conservation of energy,
re-appointment of M/s. S. R. Batliboi &
technology absorption, foreign exchange
Associates as Auditors and to fix their
earnings and outgo required to be given
remuneration.
pursuant to Section 217 (1) (e) of the
M/s. P. M. Nanabhoy & Co., Cost
Companies
Act,
1956
read
with
the
Accountants, have been appointed Cost
Companies (Disclosure of Particulars in the
Auditors of the company for the year 2007.
Report of the Board of Directors) Rules, 1988
TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND
The company has transferred a sum of
Rs.0.43 crore during the financial year
is annexed hereto marked Annexure - I and
forms part of this report.
PARTICULARS OF EMPLOYEES
Information
required
to
be
given
2005-06 to the Investor Education and
pursuant to the provisions of Section 217 (2A)
Protection Fund established by the Central
of the Companies Act, 1956 read with
Government, in compliance with Section
Companies (Particulars of Employees) Rules,
1975 is annexed hereto marked Annexure - II
the Companies Act to the shareholders
and forms part of this report.
upon their request, free of cost.
SUBSIDIARY COMPANIES
( b ) C e s s at i o n
( a ) A n n ua l R e p o r t s
(i) Cement Ambuja International Limited
Ministry of Company Affairs, Government
(Mauritius).
of India, vide its letter dated 14th December,
Cement Ambuja International Limited
2006 has exempted the company from
(Mauritius) has been wound up during the year
attaching the Annual Reports and other
and hence, has ceased to be subsidiary company.
particulars of its subsidiary companies along
(ii) GACL Finance Limited and GGL
with the Annual Report of the company
Hotel and Resorts Company Ltd.
required u/s 212 of the Companies Act, 1956.
The company had invested Rs.6.37 crore in
Therefore, the said Reports of the subsidiary
the equity share of GACL Finance Limited and
companies viz. (1) Ceylon Ambuja Cements
Rs.15.99 crore in GGL Hotels and Resorts
(P) Ltd., (2) Midigama Cements (Pvt) Ltd. and
Company Limited. Considering that the business
(3) Indo-Nippon Special Cements Ltd. are not
of these subsidiaries were not the core business
attached herewith. However, a statement
of the company, the Board of Directors have
giving certain information as required vide
divested the investment made in the equity share
aforesaid
14th
capital of the above companies during the year.
December, 2006 is placed along with the
The investment in GACL Finance Limited was
Consolidated Accounts.
sold for Rs.8 crore and that of GGL Hotels was
exemption
letter
dated
The company shall provide the copy of
sold for Rs.11.80 crore, both at fair market value.
Annual Report and other documents of its
As a result, both these companies ceased
subsidiary companies as required u/s 212 of
to be the subsidiary companies.
AMALGAMATIONS
of Farakka grinding station, the total
A m b u j a C e m e n t E a s t e r n L i m it e d ( A C E L )
ACEL has been amalgamated with the
capacity of ACEL will increase to 3 million
tonnes.
company with effect from 1st January, 2006
As per the scheme of amalgamation,
pursuant to the orders passed by the High
shareholders of ACEL have been allotted
Court at Chattisgarh on 13th November, 2006
4 (four) equity shares of the company
and the order of the High Court of Gujarat
(GACL) of Rs.2/- each in exchange of
passed on 21st November, 2006. The effect of
5 (five) equity shares of ACEL of Rs.10/-
the amalgamation has been given in the
each. As a result of this, the issued share
books of the company for the year ended on
capital of the company has gone up by
31st December, 2006.
Rs.30.79 crore to Rs.303.37 crore.
ACEL has a cement plant at Bhatapara in
the State of Chattisgarh and a grinding station
Indo-Nippon Special Ceme nts Ltd. (INS CL)
at Sankrail in the State of West Bengal of the
INSCL is a wholly-owned subsidiary of
aggregate capacity of 2 million tonnes of
the company. INSCL has land and mining
cement per annum. The main markets of
lease for setting up a cement plant at
ACEL are eastern parts of the country.
Marwar Mundwa, Dist. Nagaur in the State of
In order to strengthen its share in
the growing markets in eastern India,
Rajasthan. Presently there are no activities
in the company.
ACEL is setting up a new grinding
A scheme of amalgamation of INSCL
station at Farakka in the State of West
with the company duly approved by the
Bengal of the capacity of 1 million tonnes
shareholders and the creditors was filed with
per annum close to fly ash sources as
the High Court of Gujarat under Sections 391
well as markets. With the commissioning
to 394 of the Companies Act, 1956 for its
sanction during the year. The final hearing
December, 2006 as compared to Rs.1503.25
was held on 9th January, 2007. The certified
crore of the company.
copy of the order of the Hon’ble High Court
has yet to be received. The amalgamation
AWARDS AND RECOGNITION
scheme duly sanctioned by the Hon’ble
(a) Centre for Science and Environment,
Court, when received will come into effect
New Delhi had in the year 2005 studied the
from 1st July 2005.
overall environment performance of all
the Indian cement plants. The main criteria
CONSOLIDATED FINANCIAL
in its assessment were (i) leadership in
STATEMENTS
mining technology and mine management,
As stipulated by Clause 32 of the Listing
(ii) adopting state of the art technology and
Agreement with the Stock Exchanges, the
(iii) proactive in community development. In
Consolidated Financial Statements have
its score card, our company’s Gujarat plant
been
stood at second top followed by Darlaghat
prepared
by
the
company
in
accordance with the applicable Accounting
plant at fourth position.
of
(b) Once again, CAPEXIL, an export
Chartered Accountants of India. The audited
promotion council, sponsored by the Ministry
Consolidated Financial Statements together
of Commerce has conferred the “Top Export
with Auditors’ Report thereon form part of
Award” to the company for its outstanding
the Annual Report.
export performance for the year 2004-05.
Standards
issued
by
The
Institute
The consolidated net profit of the
(c) Our mines continued to be adjudged
company, its subsidiaries and associates
among the best mines in their respective
amounted to Rs.1664.69 crore for the
regions by the Directorate of Mines in
corporate financial year ended on 31st
recognition of our efforts in afforestation,
pollution
control,
safety,
best
mining
practices, etc.
member of the Ambuja family.
To
them
goes
the
credit
for
the
company’s achievements.
ACKNOWLEDGEMENTS
And to you our shareholders, we are
We would like to take this opportunity
to express our deep sense of gratitude to
deeply grateful for the confidence and faith
that you have always placed in us.
the Banks, Central and State Governments
and their Departments and Local Authorities
For and on behalf of the Board,
for their continued guidance and support.
Sd/-
We would also like to place on record our
Suresh Neotia
sincere appreciation for the total commitment,
Chairman
dedication and hard work put in by every
Mumbai, 2nd February, 2007
MANAGEMENT DISCUSSIONS & ANALYSIS
INDUSTRY STRUCTURE AND
of 11.3%. The capacity utilization is over
DEVELOPMENTS
92%, which is highest ever achieved by the
industry thus far.
M a n u f a c t ur i n g a n d c e m e n t p o i s e d
The construction sector is doing very
f o r re c o r d g ro w t h .
The Indian economy is poised for a
well with the new thrust on infrastructure.
major growth. It expanded by an impressive
Many new areas of construction are coming
9% during 2005-06 and the expectation
up like retail chains, shopping malls,
for 2006-07 is even higher at 9.2%. With
entertainment houses and Special Economic
all sectors of economy, including the
Zones (SEZs). These are a result of new
manufacturing
robust
dimensions in the Indian economy, favouring
growth rates, the Government is now
a very high consumption of cement. Apart
targeting a sustained 9% for future growth.
from this, the housing market is showing
For the first time the consensus is that
continued growth.
sector,
recording
India can be a manufacturing hub for
The macro economic fundamentals are
global companies. The trajectory of the
also sound, allowing the economy to make
manufacturing sector is being viewed at
rapid strides. Foreign exchange reserves have
par with the services sector for high growth.
crossed USD 178 billion and Foreign Direct
This definitely augurs well for the cement
Investment is estimated to reach USD 12
industry. During the calendar year 2006,
billion in the current fiscal year.
were
With solid economic growth, the cement
dispatched against 136.4 million tonnes
industry is doing very well and this trend is
during the previous year, registering a growth
likely to continue. Since the current capacities
151.8
million
tonnes
of
cement
are not enough to meet the demand of the
ACEL for 12 months.
coming years, large new capacities of up to
While reviewing the performance of the
80 million tonnes have been planned in the
company in subsequent paragraphs, we have
next few years.
considered the results for calendar year 2006
over the calendar year 2005 (including that
PERFORMANCE REVIEW
of erstwhile ACEL) to make the analysis
AM AL G AM A T I O N O F
of performance and the comparison more
AM BUJA CEME NT EAST ERN LT D.
meaningful.
AND CHANGE IN FINANCIAL YEAR.
Consequent upon Holcim joining in the
management control, the company’s financial
year ending has been changed from June to
December, so as to coincide with Holcim’s
financial year ending. Therefore, the current
financial year of the company comprises a
period of 18 months from 1st July, 2005 to
Highlights:
• Production of cement up by 11.6% at
16.3 million tonnes.
• Sales of cement up by 11.6% at 16.3
million tonnes.
• Exports jump 47.8% at Rs.383.74 crore
over Rs.259.61 crore in the previous year.
• Total sales up by 47% at Rs.4847.86
31st December, 2006.
Further, Ambuja Cement Eastern Ltd. (ACEL)
has been amalgamated with the company during
the year with effect from 1st January, 2006.
The audited financial results of the
crore over the corresponding previous year.
• PBIDT
for
the
current
year
at
Rs.1880.68 crore, as against Rs.951.63
crore in the previous year.
company for the financial year ended on 31st
• Net profit after tax for the current year
December, 2006 thus consist of its results for
was Rs.1340.07 crore as against Rs.511.65
18 months as well as the results of erstwhile
• Capex of Rs.1575 crore proposed for
PRODUCTION
increase in clinker capacity by 4.5 million
Increa se d ca pacitie s. P roductio n up 1 1.6%.
tonnes and Rs.950 crore for increase in
In September 2006, we commissioned a
1 million ton cement mill at Ambujanagar
grinding capacity by 6 million tonnes.
• Cement capacity to go up from 16 to 22
increasing our total cement capacity from 15
to 16 million tonnes.
million tonnes by 2009.
• Capex of Rs.825 crore proposed for
We have produced 16.3 million tonnes
putting up thermal captive power generating
of cement in 2006, up 11.6% over 2005.
capacity of 178 MW.
During this period clinker production was
• New thrust on use of alternative fuels,
occupational
hazards
and
safety
and
11.7 million tonnes, almost the same as
that of previous year. Plant-wise production
was as follows:
corporate social responsibility.
(Million Tonnes)
2006 (Jan-Dec)
2005 (Jan-Dec)
12 Months
Plant
12 Months
Cement
Clinker
Cement
Clinker
Ambuja Nagar
4.9
4.0
4.4
4.2
Darlaghat/Ropar
4.0
2.4
3.8
2.5
Maratha
3.1
2.5
2.4
2.3
Rabriyawas/Bhatinda
2.3
1.6
2.2
1.6
Bhatapara/Sankrail
2.0
1.2
1.8
1.2
1 6. 3
11 . 7
14 . 6
11. 8
T o t al
There was no increase in clinker
production as we have reached full
at Rs.4847.86 crore as against Rs.3296.42
production capacity. However, cement
production went up because of higher
We ste rn Re gio n: all round improvement.
blending ratio. Our cement-clinker ratio
The demand in the western region,
improved to 1.33 in 2006 from 1.25
viz; Maharashtra & Gujarat, grew to 27.5
in 2005.
million tonnes compared with 25.1 million
tonnes in 2005 reflecting growth of 9.6%.
MARK ETING
Our sales grew at a brisker rate of 10.2%
Sales at a ll time high. Growth o f 47%.
to 5.4 million tonnes in 2006 compared
Cement
sales
including
exports
with 4.9 million tonnes in 2005. This was
stood at 16.3 million tonnes as against
achieved by increasing despatches of
14.6 million tonnes in 2005, registering a
blended cement from 24% in 2005 to
growth of 11.6%. Out of the total sales,
60% in 2006.
14.5 million tonnes (89%) were sold in
While the cement demand in Maharashtra
domestic market and 1.8 million tonnes
grew at 7%, Gujarat grew at a more
(11%) were sold in the international
impressive 14%. Against this backdrop, our
market. The prices in both domestic as
sales grew by 15% in Maharashtra and
well as international markets improved
9% in Gujarat.
during the current year. Domestic prices
Our
market
share
in
Maharashtra
went up by about 28% whereas the
increased from 19% to 20.1%. But, due to the
export prices went up by 14% over the
problems of sea transportation, our market
previous year.
share in Gujarat slipped marginally from
Total sales therefore were up by 47%
20.7% to 19.9%. Once our grounded ship is
back in operation, we expect to increase our
Plants in northern region produced at
peak capacity. The production of blended
market share in Gujarat.
Mumbai is the largest cement consuming
centre in the country. Our cement continued to
cement was increased to 99% as against 83%
in the previous year.
retain strong consumer pull as a result of
With a view to increasing growth in future,
which, our market share in 2006 was an
the company proposes to set up a 2nd clinker
impressive 26%.
line of 1.8 million tonnes at HP and to expand
In Andhra Pradesh (AP) and Madhya
clinker capacity by 0.4 million tonnes at
Pradesh (MP), sales went up by 42% and
Rabriyawas (Rajasthan) with grinding units
31% respectively. We sold 0.4 million tonnes
at Roorkee, Panipat and Dadri.
in AP and 0.2 million tonnes in MP in the
Our brand continues to enjoy a premium
position,
current year.
not
only
for
its
consistently
outstanding quality, but also for the excellent
Northe rn Reg ion: pro duction running
customer care and support provided.
a t p e a k c a p a c it y .
Demand in Northern Region was at 33.5
million tonnes, registering a growth of 13.6%
E a s t e r n R e g i o n: G r o w i ng d e m a n d .
S a l e s up b y 1 6 . 7 % .
over the 29.5 million tonnes in the previous
Demand in the Eastern Region grew to
year. While the company continued to be the
23.6 million tonnes – a 5.4% increase over
market leader, market share has come down
22.4 million tonnes in the previous year.
to 18.6% from 20.3% in the previous year. The
Our market share grew from 7.8% in 2005,
company sold 6.2 million tonnes in the current
to 8.4% in 2006.
year versus 6 million tonnes in the previous
year – a growth of 3%.
Sales in the Eastern region were 2.1
million tonnes in the current year as compared
with 1.8 million tonnes in the previous year –
COST S
a growth of 16.7%.
An unpre ced ente d rise in tra nspo rt
In order to increase our capacity in the
a nd p o w e r c o s t s
Eastern Region we plan to set up a second
clinker line with a capacity of 2.3 million
T ra ns p o r t :
tonnes at Bhatapara, along with a grinding
Unit at Farakka.
The most significant increase was in
transport cost. For cement, transport costs –
both inbound and outbound taken together –
EXPORTS: B uo ya ncy co ntinues.
is the largest spend. The Supreme Court of
Exports up by 28 .6 %.
India delivered a judgement in November
The
demand
in
export
markets
2005 banning overloading of trucks across
continued to be extremely good. It has been
the country. Suddenly, the availability of trucks
particularly buoyant in the Middle East
became a serious constraint. The road freight
because of huge construction on the back of
rates arising out of this decision of the
high oil prices. Our export volumes went up
Supreme Court went up by a whopping
by an impressive 28.6% to 1.8 million tonnes
40% during 2006.
in 2006 from 1.4 million tonnes in 2005.
In addition, the international crude prices
Prices also improved by 14% in US Dollar
continued their rising trend touching a new
terms. Our revenue from exports were
high of USD 78 per barrel in 2006. This also
Rs.383.74 crore compared with Rs.259.61
led
crore in 2005, an increase of 48%.
consequent increase in freight rates. Barring
to
increase
in
diesel
prices
and
Yet again, we continued to have the
Maratha Cement Works (Chandrapur) and
distinction of being the largest exporter of
Bhatapara unit, we do not have railways
bulk cement in India for the year 2006.
siding at other plants. While we maximized the
rail
despatches
from
Chandrapur
and
Bhatapara units, we had to depend on road
transport alone for our other units.
BULK CE MENT TERMINALS
Ov e r c o mi n g s e t b a c k s t o r e gi s t e r g r o w t h .
We have a fleet of seven ships for carrying
bulk cement from Muldwarka to cement
P o w e r:
terminals at Panvel and Surat. An unfortunate
Captive power generation costs at all the
grounding of one of our ships during the
locations have gone up. Significant increases
monsoon adversely affected supplies from
were at Ambujanagar and Sankrail where the
Muldwarka to Surat. The situation was
power generation is based on liquid fuel. This
exacerbated due to the extended period for
increase is because of a surge in the price
which the Tapi River channel remained
of furnace oil.
unnavigable following the unprecedented
At Ambujanagar the power cost went up
inflow from Ukai dam during monsoon. Due to
from Rs.3.46 per KWH in 2005 to Rs.4.55
this, coastal movement of cement came down
per KWH in the current year - an increase
from 1.8 million tonnes to 1.6 million tonnes.
of about 32%. Our power cost at Ambujanagar
The normalcy in coastal movement is likely to
is expected to come down substantially
be restored by April 2007.
on commissioning of a 60 MW thermal
Despite this setback, the total cargo –
cement, coal, gypsum and furnace oil - handled
power plant.
The power cost at Sankrail has gone up
from Rs.4.31 per KWH in 2005 to Rs.5.42 per
at Muldwarka increased to 4 million tonnes from
3.7 million tonnes, up by 8%.
KWH in the current year. An increase of 26%.
Our cement terminal at Panvel maintained
In view of high cost of captive power at
its despatches at 1.2 million tonnes in 2006,
Sankrail, we expect to source cheaper power
same as that of previous year.
from State Electricity Board.
Despatches from Surat terminal had to be
restricted to 0.4 million tonnes in 2006 as
continuously enhance our marketing strength
compared to 0.6 million tonnes in the previous
both internationally and domestically apart
year due to the reasons stated above.
from effecting huge savings in logistics costs.
Our cement terminals at Muldwarka,
Muldwarka has also provided us the flexibility
Panvel and Surat have enabled us to
to import fuel and gypsum, cost effectively.
FINANCIAL RE SULTS AT A GLANCE: POST ACEL MERGER
Sales (net of excise duty)
Current Year
12 months ended
on 31.12.2006
Previous Year
12 months ended
on 31.12.2005
1880.68
951.63
4847.86
Profit before Interest and Depreciation
Less: Interest
37.72
Gross Profit
1842.96
Profit before Tax
1616.02
Profit after Tax
1340.07
Less: Depreciation
226.94
Provision for Tax
275.95
CEMENT OUTLOOK AND FUTURE
Rs. In Crores
Growth (%)
3296.42
47.1
88.02
(57.2)
219.65
3.3
863.61
643.96
132.31
511.65
97.6
113.4
151
108.6
161.9
capacity increased by only 3% to 165 million
B o o m i n t h e e c o n o my a n d i n f r a s t r u c t u r e
tonnes. (Source: CMA).
The government has set a growth target
d ev el op m en t .
is
of 9% for the economy during XIth Plan (2007-
experiencing a boom driven by a soaring
2012). The plan proposes to specifically
housing sector and increased activity in
address issues of promoting industrial
infrastructure development. The cement
growth, construction, housing and real estate.
industry dispatched 151.8 million tonnes of
Plans include a focus on urban infrastructure
cement in the current year, registering a
development, roads, railways, ports and
growth of 11.3%, even though installed
airports. All these factors are likely to fast-
The
Indian
cement
industry
forward the growth in cement demand in
scheduled to be commissioned in the first
the coming years.
quarter of 2009. The second kiln will be
While huge new capacities of about 80
set up at Rauri in Himachal Pradesh. It will be
million tonnes have been announced by
operational in the second quarter of 2009 and
various companies, we believe that the
will produce 6000 TPD.
implementation of these plans will begin in
Additionally, the upgradation of our kiln at
phased manner from the year 2009 onwards.
Rabriyawas in Rajasthan has started and is
The price outlook seems to be positive for the
scheduled for completion in the 3rd quarter of
current as well as next year.
2007. The capacity of this kiln will increase
The Government has projected growth in
cement demand for the XI plan at 11.5%
CAGR. This growth rate seems quite feasible
from 4750 to 6000 tonnes per day.
The total investment in these projects is
estimated at Rs.1575 crore.
given the huge investment planned in
infrastructure by both the government and the
Cement Grind ing:
We are increasing cement grinding
private sector.
.
EXPANSION AND UPGRADATION
capacity by 6 million tonnes per annum by
installing 5 cement mills at various locations.
Nume rous pla ns for ca pacity g rowth to meet
Each will be strategically located near a
r o b us t c e m e n t d e m a n d .
thermal power plant so that fly ash can be
sourced economically to produce blended
Clink er Capa city:
cements. All these locations have also been
The company proposes to set up two
selected close to growing markets. Capacity
new kilns. The first will be built at Bhatapara in
and commissioning details of these projects
Chhattisgarh with a capacity of 7000 TPD. It is
are as follows:
Location
Farakka (West Bengal)
Additional Grinding Capacity
(million tonnes)
Commissioning Schedule
1.00
2nd quarter of 2007
1.50
1st quarter of 2009
1.00
Roorkee (Uttaranchal)
Surat (Gujarat)
1.00
Panipat (Haryana)
1.50
Dadri (Uttar Pradesh)
TO TA L
1st Quarter of 2007
3rd quarter of 2007
2nd quarter of 2009
6. 00
Capital investment for these mills is estimated
component
in
cement
production,
at Rs.950 crore. This expansion in clinker and
company
grinding capacity will further strengthen the
plants at most of its locations.
company’s position in the cement market.
has
installed
captive
the
power
The company is currently implementing
the following projects for increasing power
Ca ptive P ower Gene rat io n:
generation capacity by 178 MW at different
Captive power generation is the best way
locations. The total investment for these
to ensure a reliable power source, at a much
projects is estimated at Rs.825 crore.
lower cost compared to state electricity
The details of each, along with the
companies. Since power is a major cost
commissioning schedule, is given below:
Location
Ambujanagar (Gujarat)
Ambujanagar (Gujarat)
Bhatapara (Chhattisgarh)
Rabariyawas (Rajasthan)
Chandrapur (Maharashtra)
Ropar (Punjab)
T O T AL
Capacity Additional
(MW)
Commissioning Schedule
60
(2 x 30)
Unit 1 - 1st Quarter of 2007
Unit 2 - 2nd Quarter of 2007
15
33
2nd quarter of 2008
4th quarter of 2008
15
1st quarter of 2008
30
19
6
178
4th quarter of 2008
1st quarter of 2008
2nd quarter of 2007
Shipping Fleet Exp ansion:
e-auctions at highly inflated rates – sometimes
The company, at present, owns seven
40% to 50% higher than the notified prices.
from
The Supreme Court intervened and
Ambujanagar to Panvel and Surat. The
issued an order banning this exploitative
existing fleet is just sufficient to meet our
practice. There are indications that even the
present cement demand. Adding shipping
old system of coal allocation through
capacity will help us respond to growing
Standing Linkage Committee is being done
cement demand in the coming years. With this
away with. The Ministry of Coal is working on
in view, the company has placed an order for
a new scheme for allocation of resources.
one more ship of the capacity of 4500 DWT.
Currently, the situation is tenuous. Not much
The costing of the ship will be Rs.48 crore
progress has been made on the allotment of
and delivery is expected by July, 2008.
coal blocks to cement companies. We will
ships
for
transport
of
cement
RISKS & AREAS OF CONCERN
have to respond in ways to ensure energy
security in the coming years.
Look ing a he ad to ide ntifying a nd resp ond to
cha nging conditio ns
T ra ns p o r t :
A judgement of the Supreme Court of
Co al:
India banned over-loading of transport trucks.
The availability of coal is critical for our
As a result, the availability of trucks to move
existing plants and for new expansions. The
the required quantity has become a serious
demand for coal is higher than its supply. The
constraint. Many companies have shifted up
Ministry of Coal has responded to the
to 15% of their despatches from road to rail
shortage by reducing linkages and forcing
transport, putting pressure on availability of
cement companies to source coal from
rakes. Apart from the transportation costs
going up, the availability of cement to
an acute scarcity of experienced civil
consumers may be affected.
contractors
–
a
necessity
for
timely
completion of projects. Even experienced
I n c id e n c e o f T a x e s :
civil contractors are not able to mobilise
The incidence of taxes on cement is
enough skilled manpower. All these factors
extremely high, in spite of the fact that cement
are likely to push up costs of the projects
is an essential infrastructure commodity. The
and extend completion schedules.
overall tax is as high as over 50% of the
ex-works realisation.
ENVIRONMENT AND CORPORATE
I nf l a t i o n a n d I nt e r e s t R a t e s :
E n v ir o n m e n t M a n a g e m e n t :
SOCIAL RESPONSIBILITY
With rising inflation, the interest rates
are likely to go up. This will have an impact
A s us t a in e d c o m m i t m e n t t o p o ll ut io n c o n t r o l
yields results.
on infrastructure and housing development
Our commitment to a clean environment
and, consequently, may slow the cement
began when we set up our first cement plant
demand down.
in 1986. Over all these years, we have
sustained
P r o j e c t E x e c ut i o n :
our
efforts
to
protect
the
environment and control pollution. While the
engineering
environment has benefited greatly, our
industries have their order books filled for a
successes have been recognised as well –
number of years. The delivery periods
our company has won prestigious awards
quoted for equipment are growing longer.
for
The boom in the construction industry has
management. Today, our emission levels
further compounded the problem. There is
match some of world’s cleanest plants.
The
capital
goods
pollution
control
and
environment
E n v i r o n m e n t m a n a g e m e n t a t t he m in e s
Rehabilita tion o f mines
At our Ambujanagar mines in Gujarat
Used up mines in Gujarat have been
we have adopted a ‘zero-blast technology’.
converted into a network of reservoirs. With
This method of surface mining is far more
large scale reforestation and horticulture,
gentle on the surrounding environment.
these areas have transformed into scenic
Noise pollution is also greatly reduced,
picnic spots and a habitat for different
with only the low pitched whirr of motors
bird species.
now audible.
A number of check dams and check
At the Kashlog mines in Himachal
filters have been constructed in mining and
Pradesh, limestone production is obtained by
surrounding
wet drilling, controlled blasting and by using
management. In addition to this, trees have
hydraulic hammers for primary and secondary
been planted in the check dams and check
rock breaking. Water and other wetting
filters areas to arrest soil erosion.
areas
for
water
quality
agents are sprinkled over fragmented material
prior to loading onto trucks. This greatly
Cement susta inability initia tives
reduces the amount of dust that can
As a participating member of the Cement
spread during transportation and impact
Sustainability Initiatives, a programme of the
surrounding communities.
World Business Council for Sustainable
The Environmental Management Division
Development (WBCSD), we are committed
(EMD) has set up an environmental laboratory
to reduce our CO2 emissions and conserve
equipped with sophisticated instruments
fossil fuels.
and
a
fully
automatic
weather
station
This year, by reducing the clinker content
for monitoring ambient and work zone
in our cement from a factor of 0.798 to 0.751,
air environment.
we were able to reduce specific CO 2
emissions in our cement manufacturing
and mine management, adopting state-
process from 659 Kilograms to 589 Kilograms
of-the-art technology and for proactive
per tonne of cement.
community development.
Our
We also increased our use of bio-waste
other
plants
also
received
fuels like rice husk and wood chips and other
distinctions. The Maharashtra and Himachal
agro materials. This resulted in a reduction of
plants
coal and fossil fuel usage by about 10% in
Rajasthan plant received Two Leaves. The
captive power generation.
Himachal Unit was selected as a model for the
earned
Three
Leaves
while
the
We are gearing up to use industrial waste
development of GHG Calculation Tool by World
including the hazardous waste and municipal
Business Council for Sustainable Development
waste. Today the absence of proper and
(WBCSD) and World Resource Institute (WRI).
organized facilities to collect these wastes is a
major barrier to its full utilization. We are
Corporate Social Respo nsibility:
confident that state governments and other
Giving ba ck more to strengthe n the fabric
administrative bodies will come forward to
o f I nd i a
actively support and encourage use of waste
Ambuja Cement Foundation (ACF), the
in cement manufacture, as cement kilns are
community development arm of the company,
ideal incinerators.
expanded to over 760 villages in 10 states –
The Centre for Science and Environment
in
the
areas
around
Ambuja
Cement
(CSE) conducted a Green Rating Project
manufacturing sites. The foundation has
among 41 cement manufacturers in 2006.
made a positive and clearly visible impact
Our Gujarat plant stood second in the
on the surrounding communities. Its activities
ranking and received the coveted ‘Three
and
Leaves’ for leadership in mining technology
Millennium Development Goals.
programmes
are
aligned
to
the
De veloping na tural re so urce s
In recognition of its success, ACF has
In Junagadh District of Gujarat the
been nominated as a member in the State
ground water was nearing depletion and the
Level Steering Committee of the Government
livelihood of the farming community was
of
critically affected by salinity ingress. Extensive
prevention and water resource development
and innovative water harvesting programmes
projects respectively. One of our members,
by the Foundation have resulted in increasing
Mr. Haribhai Mori was awarded, the Gujarat
the water table and helping fight salinity. ACF
State Government’s “Rural Development
has embarked on a major project to connect
Award-2005” for his outstanding contributions
water bodies with link canals.
to the field.
Gujarat
and
Rajasthan
for
salinity
Similar water harvesting measures have
shown encouraging results, with the water
E m p o w e ri ng C o m m u ni t i e s :
table rising markedly in and around our plant
He althcare & e ducat ion
locations in Rajasthan, Himachal Pradesh,
We believe that health and education
build a strong and self-reliant community. ACF
Punjab and Maharashtra.
Promotion of Roof Rain Water Harvesting
developed primary health care capacity within
in individual houses has also helped mitigate
the community by training women with the
the acute shortage of drinking water.
basic skills. This cadre of health functionaries
Besides these community efforts, the
is an immense help in first-aid treatment and
company continues to develop its exhausted
providing accurate referrals. Linkages with the
mines into large interlinking reservoirs,
village ‘dais’ (mid-wives) have started bringing
creating land that is fertile for horticulture
in hygienic and appropriate practices for child
and
birth and neonatal care. This should bring
fodder
production,
entire community.
benefiting
the
down the infant mortality rate in these villages.
AIDS awarene ss
School education pro gra mmes
The initiative that began at our Himachal
Programmes in the villages surrounding
plant a couple of years ago, has reached out
our plants are aimed at bringing about
to all the plant locations across the country
a change in the quality of teaching methods
covering a larger number of primary and
in schools. ACF has initiated an empowering
secondary stakeholders including truckers
programme
and migrants operating around our plants.
Committees to ensure quality education in
A significant development proved to be
for
the
Village
Education
the village schools.
the partnership with International Finance
Corporation
(IFC).
Through
them,
we
M a n o v ik a s K e n d r a , R o p a r
developed a Workplace Programme against
We set up a special school for mentally
AIDS at eight plant locations. A large number
challenged children at Ropar. The children
of our people volunteered to participate in the
have continued to make us proud with their
programme as Master Trainers. International
amazing mental and physical skills. They have
Labour Organization (ILO) continued its
participated at national and international
support to us in training the programme team.
Olympic events and have brought back a
Our team displayed several innovations
host medals and accolades.
whilst implementing the programme. They
created an Interactive Voice Response
E m p o w e ri ng w o m e n
System (IVRS) – a system of pre-recorded
Our programmes to empower women
information about HIV/AIDS that is stored on
around Ambujanagar with skills as diverse as
a computer. The system guides the user to
masonry and dairy production have been very
retrieve
successful. Now our focus is on developing
various
voice
information on HIV/AIDS.
messages
with
self-help groups (SHGs) for women.
The ACF helped to form and support over
process. The department prepares a risk-
350 SHGs. These groups handle remunerative
based internal audit plan every year and
projects ranging from manufacturing local
conducts extensive reviews covering financial,
products, dairy products to handicrafts.
operational, compliance and risk mitigation
Entrepreneurship
areas. The department reviews the adequacy
Development Institutes (SEDI) have been
and effectiveness of internal control systems
established in Rajasthan and Himachal
on
Pradesh
leading
modifications so that we can respond to
nationalized banks in the State. These
the changing needs of cement business.
Institutes have started conducting courses for
The department measures the company's
developing vocational skills for unemployed
strategic risk management system and
youth in the regions.
suggests risk mitigation measures for all the
Two
Skill
in
and
collaboration
with
an
ongoing
basis
and
suggests
key operations. The department explores
INTERNAL CONTROL SYSTEMS
avenues of cost control and recommends
Co ntinua lly improving the effective ness of our
measures for controlling costs in all the areas.
systems and processes
The department closely interacts with
Recognizing the significant role of
the operating heads for implementation of
internal scrutiny, the Internal Audit Department
its recommendations and suggestions to
has been active within the organization right
set right instances of non-conformities, if
from the inception. It is an independent
any. It provides strong support to all the
department with objective and assurance
functional heads. Continuous audit and
functions that is responsible for assessing
verification of the systems enables the
and improving the effectiveness of risk
functional heads to plug any shortcomings
management,
sooner rather than later.
control
and
governance
The role, scope and the functions of the
practices are focussed on building an expert
internal audit department are reviewed by
talent base at the company. We groom
the Audit Committee of Directors. All major
existing talent as well as fresh recruits from
findings and suggestions are compiled and
reputed professional institutions in a variety of
reported to the Audit Committee of Directors
areas to enable them to take on positions
on a quarterly basis or earlier, if so required.
of greater responsibility.
The Internal Audit Department regularly
interacts with statutory auditors.
We have always followed a policy of
taking keen interest in the well-being and
progress of our people by giving them the
HUMAN RESOURCES
best growth opportunities. It’s our policy to fill
Nurturing o ur big gest strength: pe ople
The company believes in allowing people
all our senior positions with home-grown
talent to the greatest extent possible.
to set their own targets and gives them the
Our people are regularly sent abroad to
freedom to achieve them. We call this unique,
learn the best practices adopted across the
home-grown philosophy ‘I Can’. It is an idea
globe in the cement industry. This benefits the
that has been ingrained in all our employees
company and the individual with enhanced
and has become a constant source of
skills and enriched experiences.
The
motivation for them.
company
endeavours
to
offer
With the pace of growth of the Indian
everyone a fair compensation. As a step in
economy, every sector offers immense
this direction, the company has granted stock
opportunities as well as challenges. Hiring the
options to its employees and whole-time
best people, retaining them and ensuring their
directors for the seventh year in succession.
development is a major challenge in today’s
All of this, we believe, has nurtured a
business environment. Our human resource
strong sense of belonging among our people
and is a driving force in the company’s
re-trained so that they in turn can impart
growth and performance.
their knowledge to others and increase
Total number of employees on the pay
awareness in all the plants.
roll of the company as on 31st December,
The aim is to eliminate unsafe situations
2006 stood at 4412. We are fully committed
and practices by any and all pre-emptive
to provide them safe, secure and healthy
steps required. Precautions are taken to avoid
work environment. The company maintains
accidents so our employees can return to
very cordial relations with workers at all its
their homes safe and unharmed.
plant locations.
OCCUPATIONAL HEALTH & SAFETY
CAUTIONARY STATEMENT
Statements
forming
part
of
the
Discussion
and
Analysis
(OH&S)
Management
C r e a t in g a ‘ N o - H a r m ’ e n v i r o n m e n t a t w o r k .
covered in this report may be forward-looking
We greatly enhanced our focus on
within the meaning of applicable securities
occupational health & safety across all
laws and regulations. Actual results may differ
our units. Safety awareness has been
materially from those expressed in the
strengthened using a top-down approach.
statement. Important factors that could
Elaborate assessment of individual plants
influence the company’s operations include
has
where
demand and supply conditions, availability of
improved practices are required. Hazard
inputs and their prices both domestic and
identification and risk assessments have
global, changes in government regulations,
been carried out with plant personnel
tax laws, monsoon, economic developments
to
within the country and other factors such as
helped
increase
us
their
identify
areas
involvement.
Safety
professionals in the company are being
litigation and industrial relations.
ANNEXURE - I
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
A) CONSERVATION OF ENERGY
Specific Energy consumption figures for current and previous reporting period are not comparable because of
the following reasons;
1. Current reporting period includes Specific Energy consumption of ACEL's plant, which is merged with the
Company w.e.f. 01st January, 2006. Since ACEL's plant is yet to be modernized, its energy consumption is
higher as compared to other plants of the company.
2. The current year comprises of 18 months (from 1.7.05 to 31.12.06) whereas the previous year comprises of
12 months (from 1.7.04 to 30.6.05).
(a) Energy conservation measures taken :
(i) Installation of improved kiln outlet seal at Ambujanagar and Maratha Cement Works.
(ii) Rationalization of fans to reduce pressure drop and power consumption at Ambujanagar & Rabriyawas plants and
Grinding units at Sankrail and Bathinda.
(iii) Modifications in various ductings at Maratha Cement Works and Rabriyawas and Bhatapara plants.
(iv) Improvement in material handling systems at BCT Muldwarka and Sankrail Grinding unit.
(v) Fuel efficient loaders for mining operation at Ambujanagar.
(vi) Installation of energy efficient Duoflex burner in Kiln at Maratha Cement Works.
(b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy :
(i) Modifications in Raw mill at Ambujanagar.
(ii) Increase of cooler stack height to reduce fan power consumption at Ambujanagar.
(iii) Modification in Pre-heater fan inlet box for reduction in power consumption at Maratha Cement Works.
(iv) Replacement of old compressors at Sankrail.
(v) Installation of variable speed drive for better power efficiency at Sankrail.
(vi) Shortening of first chamber length of Cement Mill No. 2 at Rabriyawas.
(vii) Close circuiting of Cement Mill No. 2 at Bhatapara.
(viii) Installation of Bucket Elevators for Raw meal and Kiln feed at Bhatapara.
(ix) Installation of Energy Efficient cooler fans at Bhatapara.
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent
impact on the cost of production of goods :
Measures referred in (a) is expected to result in energy saving of Rs. 7.7 crores per annum and (b) above is expected
to result in saving of Rs. 2.2 crores per annum.
(d) Total energy consumption and energy consumption per unit of production :
Information is given in the prescribed Form - A annexed.
B) TECHNOLOGY ABSORPTION
Efforts made in technology absorption are given in prescribed Form - B annexed.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets
for products and services; and export plans :
The cement prices in our overseas markets have improved over the previous year. This year the company has exported
25.98 lac tonnes of cement as against 17.54 lac tonnes in the previous year. In value terms, the exports during this year
amounted to Rs. 514.61 crores (FOB) as against Rs. 268.44 crores (FOB) in the previous year.
(b) Total Foreign Exchange used and earned :
Current Year
Previous Year
(18 months)
(12 months)
(Rs. in Crores)
(Rs. in Crores)
Used*
Earned**
445.92
491.24
196.03
284.62
* Excluding repayment of borrowings Rs.155.67 crores; previous year Rs. 100.78 crores.
** Excluding income of Rs. 11.02 crores received from subsidiary company upon its liquidation; previous year Rs. Nil.
BLACK
46
BLUE
46
FORM – A
(See Rule 2)
Form for disclosure of particulars with respect to Conservation of Energy
A. POWER & FUEL CONSUMPTION
1.
Current Year
31.12.2006
(18 Months)
Previous Year
30.06.2005
(12 Months)
Electricity :
(a) Purchased
Units (crores kwh)
Total Amount (Rs. in crores) *
Rate / Unit-kwh (Rs.)
38.81
25.65
137.21
84.48
3.54
3.29
(b) Own Generation
(i)
Through Liquid Fuel Generator
73.92
46.14
Unit (kwh) / Ltr. of LDO / Furnace oil
Net Units (Crore kwh)
4.28
4.36
LDO / Furnace oil - Cost / Unit generated (Rs. / kwh)
3.55
2.21
82.88
36.90
875
1.68
924
1.65
Coal & Other Fuels :
Quantity (Million K. Cal.)
12337189
7690386
Total Cost (Rs. in crores)
621
388
503.06
505.11
1968.17
786.83
5.60
1.60
28446
20360
Quantity
NIL
NIL
Total Cost, Rate / Unit
NIL
NIL
Rate / Unit
NIL
NIL
Industry Norms
Current Year
31.12.2006
(18 Months)
Previous Year
30.06.2005
(12 Months)
110-115
N.A.
850
86.6
0.12
730
84.4
0.07
715
(ii) Through Steam Turbine / Generator
Units ( Crore kwh) #
Unit (kwh) / Tonne of Fuel (Coal / Rice Husk)
Oil / Gas / Coal - Cost/Unit (Rs / kwh)
2.
Average rate (Rs. / Million K. Cal)
3.
Light Diesel Oil / High Speed Diesel / Furnace Oil :
Quantity (K.Ltrs)
Total Cost (Rs.in crores)
Average rate (Rs. / K. Ltr.)
4.
Others/Internal generation:
B. CONSUMPTION PER UNIT OF PRODUCTION
Electricity (Kwh / T. of Cement) **
LDO/HSD (Ltr. / T. of Clinker)
Coal & Other fuels (K.Cal. / Kg. of Clinker)
*
Minimum demand charges paid to Gujarat Urja Vikas Nigam Limited for Ambujanagar Plant of Rs. 4.06 crores have
been included in the above cost.
** Does not include Electricity consumed in residential colony which is 0.63 kwh/ tonne of cement.
(Previous year 0.60 kwh / tonne of cement)
#
Includes 218.52 lac units of TG-power wheeled from Ropar to Bathinda and 181.41 lac units sold to PSEB. However,
power received by Bathinda is 201.16 lac units.The difference of 17.36 lac units is due to transmission loss.
47
BLACK
47
BLUE
FORM – B
(See Rule 2)
Form for disclosure of particulars with respect to Absorption
A. RESEARCH & DEVELOPMENT (R & D)
1.
2.
3.
4.
Specific areas in which R & D carried out by the Company:
a)
Evaluation of different raw materials to optimize the raw mix design.
b)
Evaluation of different types of cost effective materials for using as alternative fuel.
c)
Study of particle size distribution of PPC through particle size analyzer to improve cement quality.
Benefits derived as a result of above R & D:
a)
Capacity enhancement and conservation of Resources.
b)
Improved Clinker quality enabling to increase the usage of fly ash as pozzolonic material.
Future Plan of action:
a)
Trial for Gypsum generated from Captive power plant as substitute of costly mineral Gypsum.
b)
Beneficiation of Phospho Gypsum from Fertilizer Plant to make it usable for cement manufacturing.
Expenditure on R & D:
Current Year
31.12.2006
(Rs. in crores)
Previous Year
30.06.2005
(Rs. in crores)
A.
Capital expenditure
2.08
0.15
B.
Recurring expenditure
0.48
0.30
C.
Total expenditure
2.56
0.45
D.
Total R & D expenditure as a percentage of total turnover
0.04%
0.02%
B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
1.
Efforts, in brief, made towards technology absorption, adaption and innovation:
The technology has been fully absorbed. Company's personnel from operations, maintenance and developmental activities
were deputed for training through seminars and visits.
2.
Benefits derived as a result of the above efforts:
Improved quality, productivity, operational efficiencies and cost reduction primarily due to conservation of energy and
higher usage of fly ash.
3.
Information regarding technology imported during last 5 years:
Company has not imported any technology during last 5 years.
BLACK
48
BLUE
48
ANNEXURE - II
PARTICULARS OF EMPLOYEES AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES
(PARTICULARS OF EMPLOYEES) RULES,1975 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE CORPORATE
FINANCIAL YEAR ENDED 31ST DECEMBER, 2006 (18 MONTHS)
Name & Age (Years)
Designation/
Nature of Duties
Remuneration
(Rupees)
Qualifications
Experience
(years)
Date of
Commencement of
Employment
Last Employment
Last Designation
A) EMPLOYED THROUGHOUT THE FINANCIAL YEAR AND IN RECEIPT OF REMUNERATION AGGREGATING
RS. 24,00,000/- OR MORE PER ANNUM
*
*
*
*
*
*
*
Darak R. R. (50)
President
(Accounts & IT)
7,423,291
B.Com., F.C.A.,
A.C.S., C.M.A.,
DISA (ICA)
27
16.10.1985
W. H. Brady & Co. Ltd.,
– Chief Accountant-cumAsst. Secretary
Desai A. R. (45)
Vice President
(Marketing)
6,416,946
B.E. (Chem.),
M.B.A. (Marketing)
24
18.06.1987
Torrent Lab Pvt. Ltd.,
– Marketing Officer
Desai J. P. (61)
Sr. Vice President (TS)
5,650,357
B.Sc., B.E.(Civil)
40
23.06.1986
29.08.2005
Indian Hume Pipe Co. Ltd.,
– Development Engineer
Deshpande V. V. (49)
Vice President
(Marketing &
Advertising)
3,840,012
B.Com., D.A.&
P.R., Dip.
In Journalism
18
21.09.1987
Raymond Woolen Mills,
– Assistant
Gangal G. G. (41)
Asst. Vice President
(Taxation)
3,878,513
B.Com., LLB.,
F.C.A.,
18
03.07.2000
Real Value Appliances Ltd.,
– Dy. General Manager (Taxation)
Ghuwalewala N. P. (62)
Whole-time Director
21,591,135
B.Chem., M.Phil.
37
28.06.2004
Birla Corporation Ltd.,
– Whole-time Director
Gupta S. K. (46)
Vice President (Ports
& Shipping)
6,324,519
Master Mariner
(Foreign Going)
28
08.02.1993
Century Shipping,
Century Textile & Industries Ltd.,
– Marine Manager
Hapani N. K. (56)
Joint President (CTC)
6,010,651
B.E. (Mechanical),
M.I.E.
33
29.10.1985
Walchandnagar Industries Ltd.,
– Mechanical Erection Engineer
Hariharan G. (53)
Vice President (Legal)
4,229,968
B.Com., LLM.,
F.C.S.
33
15.01.2001
Amforge Group,
– Vice President & Co. Secretary
Kapur A. L. (72)
Whole-time Director
24,810,629
B.A., F.C.A.,
F.I.C.W.A.
48
20.02.1999
– Executive Director & CEO
Kapur A. A. (41)
Vice President
(Marketing)
4,505,091
B.A., M.M.S.
16
01.02.1993
Citi Bank,
– Assistant Manager
Kaul A. (57)
President (Marketing)
6,739,986
M.A.
34
01.09.1994
Floatglass India Ltd.,
– Deputy Director
(Sales & Marketing)
Kulkarni P. B. (64)
Whole-time Director
B.E. (Mech.)
40
08.02.1983
Lakshmi Cement,
J.K. Cement Ltd.,
– Chief Engineer
Patel H. S. (57)
President (Ambujanagar) 6,843,218
M. Tech.
(Chemistry)
31
01.08.2001
Larsen & Toubro Ltd.,
Cement Division,
– Chief Executive (Works)
Rao A. V. (75)
Chief (Projects)
8,400,000
B.E.(Civil)
53
01.09.2004
Straw Products Ltd.,
– Chief Engineer (Construction)
Sharma S. A. (49)
Vice President (CTC)
3,745,828
B.E. (Mech.)
27
08.04.1983
Lakshmi Cement,
J.K. Cement Ltd.,
– Mechanical Engineer
Sharma V. P. (52)
President (Rabriyawas)
5,716,669
M.Sc.
31
25.01.1996
Gujarat Sidhi Cements Ltd.,
– Sr. Vice President
Singhvi Anil (47)
Managing Director
140,379,977
B.Com., F.C.A.
24
21.01.1986
Century Enka Ltd.,
– Manager Accounts
Sodani R. C. (52)
President (Maratha
Cements Works)
6,182,654
B.Com., F.C.A.
26
24.06.2001
Chambal Powers Ltd.,
– Executive President
Taparia B. L. (56)
Whole-time Director
& Company Secretary
15,286,560
B.Com., LLB.,
F.C.S.
36
28.11.1983
Jain Spinners Ltd.,
– Secretary & Finance Manager
Toshniwal S. N. (52)
President (Commercial)
B.Com., C.A., C.S.
29
29.06.2001
Usha Beltron Limited,
– Sr. Vice President (Materials)
23,942,134
4,576,151
49
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49
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ANNEXURE - II
(Contd.)
B) EMPLOYED FOR A PART OF THE FINANCIAL YEAR AND IN RECEIPT OF REMUNERATION AGGREGATING
RS. 2,00,000/- OR MORE PER MONTH
Name & Age (Years)
Designation/
Nature of Duties
*
Bakshi T.P.S. (61)
Master
Doshi J. N. (41)
Qualifications
Experience
(years)
Date of
Commencement of
Employment
Last Employment
Last Designation
Master
(Foreign Going)
30
28.05.1997
Indian Navy,
– Master
Vice President (Treasury) 2,739,901
B.Com., LLB. (Gen), 19
C.A., DEIM
26.11.1991
Emerck India Ltd.,
– Asst. Controller
Jaya Raj P. A. (55)
Sr. Vice President (Mktg) 3,593,060
M.Sc., D.B.A.,
D.M.S.
30
11.03.1987
Modi Cement Ltd.,
– Dy. Manager (Planning &
Co-ordination)
Kampani R. J. (66)
Advisor (Commercial)
3,000,000
B.Com.,F.C.A.
45
01.07.2006
Hindustan Lever Ltd.,
– Marketing & Dist. Manager
Neotia Harshvardhan (45) Managing Director
(erstwhile Ambuja
Cement
Eastern Limited)
3,374,064
B.Com. (Hon),
OPM
22
09.12.1997
Business
*
Sastry P. N. (58)
Advisor (Training &
Development)
5,022,343
B.Com.,
MBA (Pers)
33
03.11.2000
08.11.2006
Khimji Ramdas,
– Group HR Head
*
Sekhsaria N. S. (57)
Managing Director
45,659,385
B.E.(Chem.)
36
01.04.1983
Business
*
*
*
Remuneration
(Rupees)
1,719,997
Sekhsaria Pulkit (35)
Whole-time Director
3,521,508
B.Com.
13
01.07.1993
–
Toshniwal J. C. (53)
President (Darlaghat)
7,694,685
B.E. (Hons.)
(Mech.)
31
24.12.1997
ABG Cements Ltd.,
– Executive Vice President
Rao Y. R. (64)
Joint President
(M&G- Corp)
2,588,710
M.Sc. (Ist Class),
Certi. of Comp.
40
13.05.2005
Vasavdatta Cement,
– Mines Manager
1) Remuneration includes Salary, Commission, contribution to Provident and other Funds and Perquisites (including medical, leave travel and leave encashment
on payment basis and monetary value of taxable Perquisites), etc.
2) All the abovesaid appointments are non-contractual except marked * and are terminable by notice on either side.
3) None of the employee is related to any Director of the Company except Mr. Kapur A. A. and Mr. Kapur A.L. who are related to each other and Mr. Sekhsaria
Narotam and Mr. Sekhsaria Pulkit who are related to each other.
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50
CORPORATE GOVERNANCE
The Report on the compliance of the Corporate Governance Code is given below.
1.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The company believes in transparency, empowerment, accountability, safety of people and environment, motivation, respect
for law and fair business practices with all its stakeholders. These practices being followed since inception have helped the
company in its sustained growth.
2.
BOARD OF DIRECTORS
2.1
Composition :
The Board of Directors consists of 15 members with 5 Independent Directors, a Managing Director, 4 Executive Directors
and 5 Non-Executive Directors. Out of 5 Non-Executive Directors, 3 Directors were appointed as nominees of Holcim.
Mr. Suresh Neotia continues to be the Non-Executive Chairman. Mr. N.S. Sekhsaria resigned from the post of the
Managing Director on 30th January, 2006 and was appointed as Non-Executive Vice-Chairman on the same day. Mr. Anil
Singhvi the Whole-time Director was appointed as the Managing Director on 30th January, 2006.
The Independent Directors on the Board are experienced, competent and highly renowned persons from their respective
fields. The Independent Directors take active part at the Board and Committee Meetings which add value in the decision
making process of the Board of Directors.
The composition of the Board of Directors is in conformity with the Corporate Governance Code. The composition as
on 31st December, 2006 and the brief resume of each Director is given below:Sr. No. Name of the Directors
Brief resume
Category
1.
He is an Industrialist and joined the Board
Non-Executive Chairman
in 1985. He is a Commerce and Law
Promoter Director
Mr. Suresh Neotia
Graduate. He is on the Board of several
large corporates.
2.
Mr. N. S. Sekhsaria
He is a Chemical Engineer from University
Managing Director
of Mumbai, securing 2nd Rank in the
(upto 30th January, 2006)
University. He served the Company as
Managing Director since beginning i.e. 1982
till January 30, 2006 when he resigned as
the Managing Director. He was appointed
Non-Executive Vice - Chairman
(from 30th January, 2006)
Promoter Director
as the Vice Chairman on 30th January, 2006
3.
Mr. Markus Akermann
He has obtained a degree in Business
Promoter Director
(from 3rd May, 2006)
Economics from the University of St. Gallen,
representing Holcim Ltd.
Switzerland and has studied economics and
social sciences at the University of Sheffield,
UK. He has a work experience of 32 years.
He joined Holcim group in 1978 and is
presently the CEO of Holcim Ltd.,
Switzerland.
51
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51
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Sr. No. Name of the Directors
Brief resume
Category
4.
He has obtained a degree in Civil
Promoter Director
Engineering from ETH, Zurich and a degree
in Economic Science from the University of
St. Gallen. He has work experience of 29
years. He joined Holcim group in 1980 and
is now a member of the Executive
committee of Holcim Ltd., Switzerland with
the responsibility for South Asia and
Northern ASEAN.
5.
Mr. M. L. Bhakta
He is a Law professional and joined the
Non-Executive,
Board in 1985. He is Graduate in Arts and
Independent Director
Law. He is senior partner of M/s. Kanga &
Co., Advocates & Solicitors. He is on the
Board of several large corporates.
6.
Mr. Nasser Munjee
He is M.Sc. (Economics) from the London
Non-Executive,
School of Economics and joined the Board
in August, 2001. He served HDFC for over
20 years. He held the position of Managing
Director of Infrastructure Development
Finance Co. Ltd. He is on the Board of
several large corporates.
7.
He is a Chartered Accountant and senior
Non-Executive,
partner of M.P. Chitale & Co., a renowned
firm of Chartered Accountants in India. He
joined the Board in July, 2002. He is on the
Board of several large corporates.
8.
He is a Chartered Accountant and a
Non-Executive,
managing partner of Haribhakti & Co. He
has work experience of 26 years. He is on
the Board of ACC Ltd. and several other
large Indian companies.
9.
Dr. Omkar Goswami
He is MA in Economics from Delhi University
Non-Executive,
(from 20th July, 2006)
and has done D. Phil (Ph.D.) in Economics
from Oxford University. He is one of the most
renowned Economists of India. He was
Chief Economist with Confederation of
Indian Industry (CII). He is on the Board of
several reputed Indian companies.
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52
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52
Brief resume
Category
10.
Mr Nirmalya Kumar
He is a Commerce Graduate from Calcutta
Promoter Director
University. He is MBA from the University of
Illinois, Chicago and Ph.D. in marketing from
Kellogg Graduate School of Management.
He has experience of 20 years in teaching
and consulting profession. He is a professor
at London Business School and has worked
with various Fortune 500 companies as
consultant. He is also on the Board of well
known Indian companies.
11.
Mr. Anil Singhvi
He is a Commerce Graduate and a
Whole-time Director
Chartered Accountant having 25 years of
(up to 29th January, 2006)
experience. He joined the Company in 1986
as Deputy Manager (Finance). After working
in different positions in the Company, he was
Managing Director
(from 30th January, 2006)
appointed as the Whole-time Director in
May, 1999 and subsequently as Managing
Director in January, 2006.
12.
Mr. P. B. Kulkarni
He is a Mechanical Engineer having 40
Whole-time Director
years of experience. He joined the Company
in 1983 as Project Manager. After working
in different positions in the Company he was
appointed as a Whole-time Director in
February, 1999.
13.
Mr. A. L. Kapur
He is a Graduate in Arts, a Chartered
Whole-time Director
Accountant and Cost Accountant. He joined
the Board in May, 1999. He has over 48
years of experience in Industry occupying
various senior positions including that of
CEO. He is also on the Board of ACC Ltd.
14.
Mr. N.P. Ghuwalewala
He is a Chemical Engineer having 37 years
Whole-time Director
of experience. He has held senior positions
in various large companies of repute. He
was earlier Managing Director of Ambuja
Cement Rajasthan Ltd., which has since
merged with the company. He was
appointed as Whole-time Director in June,
2004.
53
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53
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Brief resume
Category
15.
He is a Commerce and a Law Graduate and
a Member of the Institute of Company
Secretaries of India having 36 years of
experience. He joined the company in 1983
as Deputy Company Secretary. After
working in different positions in the
company, he was appointed as Whole-time
Director in May, 1999.
Whole-time Director &
Company Secretary
Mr. B. L. Taparia
The following Directors have ceased to be Director on the Board during the Financial Year ended on 31st December,
2006.
Brief resume
Category
1.
Mr. Vinod Neotia
in 1982. He is a Commerce Graduate.
Non-Executive Director,
Promoter Director
2.
Mr. Nimesh N. Kampani
(upto 26th April, 2006)
He is a Chartered Accountant and joined
the Board in 1985. He is the Chairman of
J. M. Morgan Stanley Pvt. Ltd., one of the
leading Merchant & Investment Banker in
the country. He is on the Board of several
large corporates.
Non-Executive,
3.
Mr. M. T. Patel
in 1985. He is a Commerce Graduate. He
is engaged in manufacture of agro-based
products and ceramic products.
Non-Executive,
4.
Mr. Harshavardhan Neotia
He joined the Board in 1995. After
graduating in Commerce from Calcutta
University, he did Owner President
Management Programme from Harvard
Business School, USA. He was earlier the
Managing Director of Ambuja Cement
Eastern Limited, which has since merged
with the company.
Non-Executive Director,
Promoter Director
5.
Mr. Pulkit Sekhsaria
He is a Commerce Graduate from the
(up to 30th January, 2006) University of Mumbai. He has completed
Accelerated Development Management
Programme from the London Business
School and Global Advanced Management
Programme from the Indian School of
Business and The Wharton School, U.S.A.
He has 13 years of experience. He was
appointed as Whole-time Director in
January, 1996.
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54
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54
Whole-time Director,
Promoter Director
2.2
Meetings and attendance record of each Director :
During the year ended on 31st December, 2006 (18 months period), the Board of Directors had 9 meetings. These were
held on 30th July, 2005, 19th October, 2005, 19th December, 2005, 30th January, 2006, 17th April, 2006, 3rd May, 2006,
20th July, 2006, 20th October, 2006 and 14th December, 2006.
The last Annual General Meeting (AGM) was held on 10th October, 2005.
Other than the Annual General Meeting, the Company had convened two Extraordinary General Meetings of the
shareholders of the Company both pursuant to the orders of the Hon'ble High Court of Gujarat. One meeting was held
on 2nd February, 2006 for the purpose of amalgamation of Indo Nippon Special Cements Ltd. and second one was
held on 22nd August, 2006 for the purpose of amalgamation of Ambuja Cement Eastern Ltd. with the Company.
The attendance record of the Directors at the Board Meetings during the year ended on 31st December, 2006, and at
the last (AGM) is as under :Sr.
No.
Name of the Directors
Attendance at
Board Meetings
Attendance at
last AGM
(i)
Those on Board as on 31st December, 2006.
1.
Mr. Suresh Neotia, Chairman
7
No
2.
Mr. N. S. Sekhsaria, Vice Chairman
9
No
3.
Mr. Markus Akermann (w.e.f. 3rd May, 2006)
2
N.A.
4.
Mr. Paul Hugentobler (w.e.f. 3rd May, 2006)
4
N.A.
5.
Mr. M. L. Bhakta
8
Yes
6.
Mr. Nasser Munjee
7
No
7.
8
No
8.
Mr. Shailesh Haribhakti (w.e.f. 3rd May, 2006)
4
N.A.
9.
Dr. Omkar Goswami (w.e.f. 20th July, 2006)
3
N.A.
10.
Mr. Nirmalya Kumar (w.e.f. 3rd May, 2006)
3
N.A.
11.
Mr. Anil Singhvi, Managing Director
9
No
12.
Mr. P. B. Kulkarni, Whole-time Director
9
Yes
13.
Mr. A. L. Kapur, Whole-time Director
9
Yes
14.
Mr. N. P. Ghuwalewala, Whole-time Director
9
Yes
15.
Mr. B. L. Taparia, Whole-time Director &
9
Yes
Company Secretary
(ii)
Those who ceased to be Directors during the year ended on 31st December, 2006.
1.
Mr. Vinod Neotia
4
Yes
2.
Mr. Nimesh Kampani
5
Yes
3.
Mr. M. T. Patel
5
Yes
4.
2
No
5.
Mr. Pulkit Sekhsaria, Whole-time Director
3
Yes
55
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55
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2.3
Other Directorships etc.:
The details of the Directorships, Chairmanships and the Committee memberships in other Companies (excluding Private
Limited Companies, Foreign Companies and Section 25 Companies) held by the Directors as on 31st December, 2006,
are given below:Sr.
No.
2.4
Name of the Directors
No. of other
Directorships
Chairman
of the
Board
Committee
Member
Mandatory
NonMandatory
Chairman
of the
Committee
(Mandatory)
1
Mr. Suresh Neotia
4
–
2
2
–
2
Mr. N. S. Sekhsaria
2
1
–
2
–
3
Mr. Markus Akermann
1
–
–
–
–
4
1
–
2
1
1
5
Mr. M. L. Bhakta
5
–
3
2
1
6
Mr. Nasser Munjee
14
1
10
11
3
7
6
–
5
2
2
8
14
–
9
–
5
9
Dr. Omkar Goswami
8
–
9
7
2
10
Mr. Nirmalya Kumar
3
–
–
–
–
11
Mr. Anil Singhvi
2
–
–
–
–
12
Mr. P. B. Kulkarni
1
–
–
1
–
13
Mr. A. L. Kapur
1
–
1
1
–
14
Mr. N. P. Ghuwalewala
1
–
–
–
–
15
Mr. B. L. Taparia
2
–
–
–
–
Remuneration of Directors:
(i)
The Managing Director is paid remuneration, including commission, as per the agreement entered into with the
Company.
(ii)
The Whole-time Directors are paid remuneration as per their respective agreements entered into with the Company.
They are also paid commission which is decided on annual basis by the Board of Directors based on the
recommendation of Compensation and Remuneration Committee within the limit sanctioned by the shareholders.
The said commission provided for the year 2005-2006 is of Rs. 535 lacs. The amount payable to each individual
was decided on the basis of their respective assignments and performance.
(iii)
The Non-Executive Directors are paid sitting fees for attending the Board and Committee meetings. In addition,
the Company has provided for payment of commission to all Non-Executive Directors at the rate of Rs. 9 lacs
for the financial year 2005-2006 which comprised of 18 months, payable pro-rata to those who were in office for
part of the year.
The Company has provided additional commission of Rs. 9 lacs for each of the members of the Audit Committee
(all being Non-Executive Directors) for the financial year 2005-2006 comprised of 18 months, payable pro-rata
to those who occupied the office for part of the year.
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56
(iv)
The details of remuneration, sitting fees and commission paid or provided to each of the Directors during the year
ended on 31st December, 2006 (18 months) are given below:-
Sr.
No.
Name of the
Directors
Salary
(Note
No. 1)
Sitting
fees
Commission
Rs.
Rs.
Rs.
(a)
Those on Board as on 31st December, 2006
1.
Mr. Suresh Neotia
2.
Mr. N. S. Sekhsaria
As Managing Director
1,85,59,385
(upto 30.1.2006)
As Non-Executive Director
Nil
(from 30.1.2006)
Nil
Stock
Options
(Note
No. 2)
Service
Contract
Notice
Period
No. of
shares
held
1,40,000
9,00,000
Nil
N.A.
N.A.
Nil
Nil
2,71,00,000
Nil
5 years
Nil
1000
1,00,000
5,49,180
3.
Mr. Markus Akermann
(from 3.5.2006)
Nil
40,000
3,98,361
Nil
N.A.
N.A.
Nil
4.
(from 3.5.2006)
Nil
1,40,000
7,96,721
Nil
N.A.
N.A.
Nil
5.
Mr. M. L. Bhakta
Nil
3,50,000
18,00,000
Nil
N.A.
N.A.
225000
6.
Mr. Nasser Munjee
Nil
2,20,000
9,00,000
Nil
N.A.
N.A.
Nil
7.
Nil
2,80,000
18,00,000
Nil
N.A.
N.A.
Nil
8.
(from 3.5.2006)
Nil
1,40,000
7,96,721
Nil
N.A.
N.A.
Nil
9.
Dr. Omkar Goswami
(from 20.7.2006)
Nil
60,000
2,70,492
Nil
N.A.
N.A.
500
10.
Mr. Nirmalya Kumar
(from 3.5.2006)
Nil
60,000
3,98,361
Nil
N.A
N.A.
Nil
11.
Mr. Anil Singhvi
As Whole-time Director
(upto 29.1.2006)
As Managing Director
(from 30.1.2006)
37,56,166
Nil
50,00,000
50000**
5 years
6 months
1256650
83,99,172
Nil
123,224,639
Nil
5 years
6 months
12.
Mr. P. B. Kulkarni
Whole-time Director
1,04,42,134
Nil
1,35,00,000
50000**
5 years
6 months
646358
13.
Mr. A. L. Kapur
Whole-time Director
98,10,629
Nil
1,50,00,000
50000**
5 years
6 months
1000805
14.
Whole-time Director
90,91,135
Nil
1,25,00,000
35000
5 years
6 months
204500
15.
Mr. B. L. Taparia
Whole-time Director
& Company Secretary
87,86,560
Nil
65,00,000
25000
5 years
6 months
600750
SUB-TOTAL (a)
6,88,45,181 15,30,000 21,14,34,475
57
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57
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Sr.
No.
Name of the
Directors
Salary
(Note
No. 1)
Sitting
fees
Commission
Rs.
Rs.
Rs.
Stock
Options
(Note
No. 2)
Service
Contract
Notice
Period
No. of
shares
held
(b)
Those who ceased to be Directors during the year ended on 31st December, 2006
1.
Mr. Vinod Neotia
(upto 30.1.2006)
Nil
1,60,000
7,01,639
Nil
N.A.
N.A.
Nil
2.
Mr. Nimesh Kampani
(upto 26.4.2006)
Nil
2,00,000
9,86,885
Nil
N.A.
N.A.
52500
3.
Mr. M. T. Patel
(upto 16.4.2006)
Nil
1,00,000
4,77,049
Nil
N.A.
N.A.
Nil
4.
(upto 30.1.2006)
Nil
40,000
3,50,820
Nil
N.A.
N.A.
Nil
5.
Mr. Pulkit Sekhsaria,
Whole-time Director
(upto 30.1.2006)
25,21,508
Nil
10,00,000
Nil
5 years
6 months
Nil
25,21,508
5,00,000
35,16,393
SUB-TOTAL (b)
GRAND TOTAL (a+b)
7,13,66,689 20,30,000 21,49,50,868
Notes :
1.
Salary includes basic salary, allowances, contribution to Provident, Superannuation and Gratuity Funds and perquisites
(including monetary value of taxable perquisites), etc.
2.
Stock Options:
(**) Constitutes more than 5% of the stock options granted during the year.
Managing Director Mr. N. S. Sekhsaria and Whole-time Director Mr. Pulkit Sekhsaria were not granted stock options in
compliance with SEBI guidelines.
All the other Whole-time Directors were granted stock options on 7th November, 2005 as stated against their names.
They are entitled to subscribe for five equity share for each option at an exercise price of Rs. 69.60/- per share. This
exercise price has been computed by averaging the daily closing price of equity shares of the Company during 15 days
immediately preceding the date on which the options were granted.
These stock options have vested with the option holders on 7th November, 2006 i.e. on the expiry of one year from the
date of grant and can be exercised within a period of 4 years from the date of vesting.
Non-Executive Directors do not hold any convertible instruments.
2.5
Code of Conduct
The Board of Directors has laid down a Code of Conduct for all Board members and senior management personnel
of the company. The Code of Conduct is posted on the website of the company.
All Board members and senior management personnel have confirmed compliance with the code.
A declaration signed by the Managing Director is attached and forms part of the Annual Report of the company.
BLACK
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58
3.
AUDIT COMMITTEE
3.1
Mr. Nimesh Kampani and Mr. Vinod Neotia ceased to be the members of the Committee w.e.f. 27th April, 2006 and
31st January, 2006 respectively upon their resignation as Director of the company.
The Board reconstituted the Audit Committee on 3rd May, 2006 comprising of the following members:1.
Mr. M. L. Bhakta, Chairman
2.
3.
4.
Mr. Shailesh Haribhakti (w.e.f. 3rd May, 2006)
All the members of the Audit Committee are Non-Executive Directors and except Mr. Paul Hugentobler, all are Independent
Directors. They possess sound knowledge of accounts, audit, finance etc.
Mr. Anil Singhvi, Managing Director is the permanent invitee and Mr. B. L. Taparia, Whole-time Director & Company
Secretary acts as Secretary to the Committee.
3.2
The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the Stock
Exchanges read with Section 292A of the Companies Act. These broadly include approval of annual internal audit plan,
review of financial reporting systems, internal control systems, ensuring compliance with regulatory guidelines, discussions
on quarterly, half yearly and annual financial results, interaction with statutory, internal & cost auditors, recommendation
for appointment of statutory and cost auditors and their remuneration.
In addition to the above, the committee also reviews the following:
3.3
(a)
Management's Discussions and Analysis of Company's operations,
(b)
Periodical Internal Audit Reports,
(c)
Letters of Statutory Auditors to management on internal control weakness, if any,
(d)
Appointment, removal and terms of remuneration of Chief Internal Auditor,
(e)
Statement of significant related party transactions,
(f)
Financial statements, in particular investments made by the subsidiary companies,
(g)
Risk framework.
The Company during the year has framed the Audit Committee Charter for the purpose of effective compliance of
Clause 49 of the listing agreement.
3.4
The Audit Committee during the year ended on 31st December, 2006 had 7 meetings. The attendance of each Committee
member was as under:Sr. No. Name of the Directors
Category
1.
Non-Executive,
No. of Meetings attended
7/7
Independent
2.
Non-Executive
3/3
Non-Executive,
6/7
(w.e.f. 3rd May, 2006)
3.
Independent
4.
Non- Executive,
(w.e.f. 3rd May, 2006)
Independent
3/3
59
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59
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Category
5.
Mr. Nimesh Kampani, Chairman
Non-Executive,
Independent
4/4
6.
Mr. Vinod Neotia
Non-Executive
3/3
Head of Internal Audit department attends all the Audit Committee Meetings as far as possible and briefs the Committee
on all the points covered in the Report as well as the other issues which come up during discussions.
The representatives of the Statutory Auditors have attended all the 7 Audit Committee meetings held during the year.
The representatives of the Cost Auditors have also attended 1 out of 7 Audit Committee Meetings during the year.
4.
COMPENSATION AND REMUNERATION COMMITTEE
The Compensation & Remuneration Committee was reconstituted on 3rd May, 2006. The committee comprises of
following members:1.
2.
3.
Mr. N. S. Sekhsaria (w.e.f. 3rd May, 2006)
4.
Mr. Nasser Munjee
Mr. Nimesh Kampani ceased to be the member w.e.f. 27th April, 2006 upon his resignation from the Board of Directors.
The Committee during the year ended on 31st December, 2006 had 2 meetings. The attendance of the members was
as under:Sr. No. Name of the Directors
Category
1.
Non-Executive,
Independent
2/2
2.
(w.e.f. 3rd May, 2006)
Non-Executive
Not Applicable
3.
Mr. N. S. Sekhsaria
(w.e.f. 3rd May, 2006)
Non-Executive
Not Applicable
4.
Mr. Nasser Munjee
Non-Executive,
Independent
2/2
5.
Mr. Nimesh Kampani
Non-Executive,
Independent
2/2
Mr. Anil Singhvi, Managing Director is the permanent invitee for all the Committee meetings.
The Committee is empowered (a)
to finalise the basic structure of the Employees' Stock Option Scheme and recommend the same to the Board
for its approval as well as for the approval of the shareholders. After these approvals, the Committee decides the
eligibility of each category of employees, grant the options to them and supervise the implementation of the
Scheme;
(b)
to decide the revision in remuneration of the Whole-time Directors and payment of commission to them within the
sanction of the shareholders.
The remuneration to the Whole-time Directors and grant of stock options to them are decided on the basis of following broad
criteria:a)
Industry trend
b)
Remuneration package in other comparable Corporates.
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c)
Job contents and key performance areas.
d)
Company's performance and individual's key performance areas.
5.
SHARE ALLOTMENT AND INVESTORS' GRIEVANCES COMMITTEE
The Board had constituted a Share Allotment Committee in the year 1993. This Committee looks into the aspect of allotment
of shares kept in abeyance, allotment of privately placed preference shares, debentures, bonds etc. The Committee also
looks after the allotment of shares on exercise of the stock options by the employees of the ESOS schemes of the Company.
During the year 1999-2000, this Committee, in conformity with the Corporate Governance Code, was re-constituted and
named as "Share Allotment and Investors' Grievances Committee" responsible for the redressal of investors' complaints also
in addition to the then existing functions.
The Committee was reconstituted on 3rd May, 2006. It is now headed by Mr. Nasser Munjee, Non-Executive Director and
consists of the following members:1)
Mr. Nasser Munjee, Chairman (w.e.f. 3rd May, 2006)
2)
Mr. N. P. Ghuwalewala (w.e.f. 3rd May, 2006)
3)
Mr. A. L. Kapur
4)
Mr. B. L. Taparia
Mr. V. K. Neotia and Mr. Pulkit Sekhsaria ceased to be the members of the Committee w.e.f. 31st January, 2006 upon their
resignations from the Board of Directors. Mr. Anil Singhvi ceased to be the member w.e.f. 3rd May, 2006 upon reconstitution
of the Committee by the Board.
During the year ended on 31st December, 2006, this Committee had 17 meetings which were attended by the members as
under:S. No. Name of the Member
Category
1.
Mr. Nasser Munjee
(w.e.f. 3rd May, 2006)
Non-Executive
2.
Mr. A. L. Kapur
Whole-time Director
12/17
3.
(w.e.f. 3rd May, 2006)
Whole-time Director
8/9
4.
Mr. B. L. Taparia
Whole-time Director
17/17
5.
Mr. Vinod Neotia
Non-Executive
2/4
6.
Mr. Pulkit Sekhsaria
Whole-time Director
2/4
7.
Mr. Anil Singhvi
(upto 2nd May, 2006)
Whole-time Director
8/8
6/9
Mr. B. L. Taparia, Whole-time Director & Company Secretary is designated as the Compliance Officer who is overseeing
the investors' grievances. The company has received 121 complaints during the year ended on 31st December, 2006.
All the complaints have been processed on time. None of the complaints are pending for a period exceeding 30 days.
All the requests for transfer of shares have been processed on time and there are no transfers pending for more than
30 days.
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6.
OTHER COMMITTEES OF DIRECTORS
In addition to the above referred Committees which are mandatory under the Corporate Governance Code and under the
SEBI's guidelines on Stock Options, the Board of Directors has constituted the following more Committees of Directors to
look into various business matters :Name of the Committee
Business
Members as on
31st December, 2006
Committee of Directors
(Bank Matters)
Approval for various facilities granted by
the Banks, execution of documents, opening
and closing of Accounts, changes in
authorised signatories, giving operating
instructions and all other banking matters.
Mr.
Mr.
Mr.
Mr.
M. L. Bhakta, Chairman
A. L. Kapur
N. P. Ghuwalewala
B. L. Taparia
Management Committee
To authorise and grant Power of Attorney
to various executives of the Company for
attending and executing Company's work
as may be considered necessary.
Mr.
Mr.
Mr.
Mr.
Mr.
Anil Singhvi, Chairman
P. B. Kulkarni
A. L. Kapur
N. P. Ghuwalewala
B. L. Taparia
Share Transfer Committee
To approve transfer of shares /
debentures/bonds, issue of duplicate /
re-materialised shares, transmission of
shares / debentures / bonds, consolidation
and splitting of certificates etc.
Mr.
Mr.
Mr.
Mr.
B. L. Taparia, Chairman
P. B. Kulkarni
A. L. Kapur
N. P. Ghuwalewala
7.
GENERAL BODY MEETINGS
7.1
Annual General Meeting (AGM) :
The company convenes Annual General Meeting generally within four months of the close of the Corporate Financial
Year. In view of change in the accounting year of the company from June 30th to December 31st, the current accounting
year comprises of a period of 18 months from 1st July, 2005 to 31st December, 2006. The next Annual General Meeting
is scheduled for 26th March, 2007 for which the necessary permission from the Registrar of Companies, Gujarat has
been obtained. The details of Annual General Meetings held in last 3 years are as under:-
7.2
Year
Day, Date and Time
Venue
Whether
Special
Resolution
passed
2002-2003
21st AGM held on Monday, 6th October, 2003 at 9.00 a.m.
Registered Office
Yes
2003-2004
22nd AGM held on Monday, 18th October, 2004 at 9.00 a.m.
Registered Office
Yes
2004-2005
23rd AGM held on Monday, 10th October, 2005 at 9.00 a.m.
Registered Office
Yes
General Meeting other than AGM
In addition to Annual General Meeting, the company holds General Meetings of the shareholders as and when need
arises.
During the year 2005-2006, the company had two Meetings of the shareholders pursuant to the orders of the Hon’ble
High Court of Gujarat. One was held on 2nd February, 2006 for the purpose of amalgamation of Indo Nippon Special
Cements Ltd. with the company and another one was held on 22nd August, 2006 for amalgamation of Ambuja Cement
Eastern Ltd. with the company.
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8.
POSTAL BALLOT
No Resolution was passed by postal ballot under Section 192A of the Companies Act since the date of previous Directors
Report.
9.
DISCLOSURES
(i)
There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management,
their Subsidiaries or relatives conflicting with the company's interest. Suitable disclosure as required by the Accounting
Standard (AS18) has been made in the Annual Report.
(ii)
There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the company which has potential
conflict with the interests of the company at large.
(iii)
No penalties or strictures have been imposed on the company by Stock Exchange or SEBI or any statutory authority
on any matter related to capital markets during the last three years.
(iv)
The company has in place mechanism to inform Board Members about the Risk Assessment and Minimisation procedures
and periodical reviews to ensure that risk is controlled by the Executive Management.
10. CEO / CFO CERTIFICATION
Chief Executive Officer (CEO) and Chief Financial Officer ( CFO) Certification, on financial statements is issued pursuant to
the provisions of Clause 49 of the listing agreement and is annexed to the Corporate Governance report and forms part of
the Annual Report.
11. NON-MANDATORY REQUIREMENTS
Among non-mandatory requirements - (i) the company maintains a separate office for Non-Executive Chairman and
(ii) the Board has set up a Compensation & Remuneration Committee. The other non-mandatory requirements not yet
adopted by the company are as under:
i)
Fixing tenure for Independent directors viz. 9 years.
ii)
The half yearly financial performance to be sent to each household of shareholders.
iii)
Audit qualification - Zero qualification regime.
iv)
Training of Board members.
v)
Mechanism for evaluating non-executive Board Members.
vi)
Whistle blower policy.
12. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results of the company are sent to the Stock Exchanges immediately after these
are approved by the Board. These are widely published in The Economic Times, The Financial Express and Jaihind.
These results are simultaneously posted on the website of the company at http/www.gujaratambuja.com and on the Electronic
Data Information Filing And Retrieval (EDIFAR) website maintained by SEBI in association with the National Informatics Centre
(NIC).
The official press releases and presentation made to Institutional Investors / Analysts are also available on the same website.
13. GENERAL SHAREHOLDERS' INFORMATION
13.1 Registered Office :
P. O. Ambujanagar, Taluka : Kodinar, District : Junagadh, Gujarat - 362 715
13.2 Address for Correspondence :
Elegant Business Park, D-Block, MIDC Cross Road 'B', Off. Andheri-Kurla Road, Andheri East, Mumbai - 400 059.
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13.3 Plant Locations :
Cement Plants
1.
P. O. Ambujanagar, Taluka :Kodinar, District : Junagadh, Gujarat - 362 715.
2.
Village Suli, P. O. Darlaghat, District : Solan Himachal Pradesh - 171 102.
3.
Maratha Cement Works, At Post - Upperwahi, Dist. : Chandrapur, Maharashtra - 442 908.
4.
Village Rabriyawas, Tehsil : Jaitaran, Dist. Pali, Rajasthan - 306 709,
5.
Village Rawan, Tehsil : Baloda Bazar, Dist. Raipur, Chhattisgarh - 493 331
Grinding Stations
1.
Village Daburji, District : Roopnagar, Punjab - 140 001
2.
P. O. & District Bathinda, Punjab - 150 001
3.
P. O. & Village Dhulagori, P.S. Sankrail, Dist. Howrah, West Bengal - 711 302
Bulk Cement Terminals
1.
Muldwarka, Taluka : Kodinar, District : Junagadh, Gujarat - 362 715
2.
Survey No. 39/40, Magdalla Port Road, Village Gavier, Taluka-Choryasi, District : Surat, Gujarat - 395 010
3.
Village Moha, Near Ulwa Reti Bunder, Post. Ulwa, District : Raigad, Maharashtra - 410 306
13.4 Share Transfer Agents :
Sharepro Services (India) Pvt. Ltd.,
Satam Estate, 3rd Floor, Above Bank of Baroda,
Cardinal Gracious Road, Chakala,
Andheri (East), Mumbai - 400 099.
Tel. No.: (022) 28265576 / 28215168
OR
Their Investor Relation Centre at 912, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai - 400 021
Tel. No. : (022) 2282 5163 / 2284 4668.
Email - [email protected]
13.5 Annual General Meeting :
Day & Date
:
Monday, 26th March, 2007
Time
:
10.00 a.m.
Venue
:
Registered Office - P. O. Ambujanagar, Taluka : Kodinar,
District : Junagadh, Gujarat - 362 715.
13.6 Book Closure:
23rd February, 2007 to 2nd March, 2007 (both days inclusive)
13.7 Dividend Payment Date to the shareholders:
Within seven working days from the date of Annual General Meeting.
13.8 Listing of Shares & Other Securities:
A. Equity Shares
The equity shares are at present listed at the following Stock Exchanges.
Name of the Stock Exchanges
Stock Code
(i)
Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023
500425
(ii)
National Stock Exchange of India Ltd.
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051
3000425
B. Debentures
All the outstanding Debentures of the company are listed at the wholesale debt segment of the National Stock
Exchange of India Ltd.
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C. GDRs
The GDRs are listed at Luxembourg Stock Exchange, Societe de la Bourse de Luxembourg, Avenue de la Porte
Neuve L-2011 Luxembourg, B.P.165
13.9 Listing Fees :
Company has paid listing fees upto 31st March, 2007 to the Bombay Stock Exchange Ltd. (BSE) and National Stock
Exchange of India Ltd. (NSE) where company's shares are listed.
13.10 Market price Data:
The high / low market price of the shares during the year 2005-2006 at the Bombay Stock Exchange Ltd. and at National
Stock Exchange of India Ltd. were as under:Month
July, 2005
August, 2005
September, 2005
October, 2005
November, 2005
December, 2005
January, 2006
February, 2006
March, 2006
April, 2006
May, 2006
June, 2006
July, 2006
August, 2006
September, 2006
October, 2006
November, 2006
December, 2006
Bombay Stock Exchange
National Stock Exchange
High
Low
High
Low
67.00
68.00
77.80
79.40
83.25
84.90
97.95
90.00
105.30
124.90
128.25
100.00
110.35
117.00
118.60
125.20
148.00
147.45
59.00
61.90
65.00
62.65
69.40
75.00
79.10
84.30
87.60
100.75
77.00
80.00
90.00
101.60
107.50
116.10
117.00
126.00
66.65
67.90
78.00
79.30
83.20
85.45
103.00
89.90
105.30
124.90
128.25
100.00
110.40
118.00
118.80
130.00
149.65
148.00
58.50
61.80
65.90
62.75
69.45
76.25
79.05
82.80
87.60
98.00
70.00
80.10
96.55
101.50
107.60
115.90
117.00
125.05
13.11 Performance in comparison to broad based indices:
The original investment of Rs. 10 made in our company in 1985 in one Equity Share is now worth about Rs.4200 as
on 31st December, 2006, i.e. an appreciation of 420 times.
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13.12 Distribution of Shareholding :
The shareholding distribution of the equity shares as on 31st December, 2006 is given below :No. of
Equity Shares
No. of
Shareholders
No. of
Shares
Percentage of
Shareholding
128388
3331304
0.22
51 to 100
49069
4409354
0.29
101 to 500
53397
14192420
0.94
501 to 1000
14738
11581739
0.76
1001 to 5000
24571
64712585
4.27
5001 to 10000
4783
34497981
2.27
10001 to 50000
2828
52334575
3.45
50001 to 100000
191
13908695
0.92
100001 to 500000
186
40236925
2.65
500001 & above
176
1277623012
84.23
278327
1516828590
100.00
Less than 50
TOTAL
13.13 Shareholding Pattern:
The shareholding of different categories of the shareholders as on 31st December, 2006 are given below: Category
No. of shares (in lakh)
Indian Promoters (4.75%)
720.43
Foreign Promoters (26.44%)
4010.37
Foreign Investors (including FIIs) (34.31%)
5204.19
Mutual Funds, Banks & Institutions (16.18%)
2454.94
OCB, NRIs (1.56%)
236.67
Body Corporates (1.55%)
235.40
GDR Holders (3.69%)
560.05
Others (11.52%)
TOTAL
1746.24
15168.29
13.14 Dematerialisation of shares:
About 97% of total Equity Share Capital is held in dematerialised form with NSDL and CDSL as on 31st December,
2006.
13.15 Outstanding GDRs or Warrants or any Convertible Instrument, conversion dates and likely impact on
equity :
(i)
The company had issued Foreign Currency Convertible Bonds (FCCB) in the year 1993 and 2001. Out of the total
conversion of these bonds into GDRs, 5,60,05,653 GDRs are outstanding as on 31st December, 2006 which are
listed on the Luxembourg Stock Exchange, Luxembourg. The underlying shares representing the outstanding
GDRs have already been included in equity share capital. Therefore, there will be no further impact on the equity
capital of the company.
(ii) The company has issued warrants and has granted stock options from time to time in the past. The outstanding
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position of these convertible instruments as on 31st December, 2006 and their likely impact on the equity share
capital is as under: Sr. Issue
No. Particulars
*Conversion rate
(as adjusted)
(Rs. per share)
Likely impact on
full conversion
Share
Capital
(Rs. in crores)
Share
Premium
(Rs. in crores)
A. Employee Stock Options
(i)
42525 Outstanding options granted under
ESOS 2000-2001, one stock option
convertible into 7.5 equity shares upto
12th November, 2009.
18.40
0.06
0.52
(ii) 20000 Outstanding options granted under
18th October, 2007.
20.00
0.03
0.27
(iii) 17700 Outstanding options granted under
23rd October, 2008.
22.13
0.03
0.27
(iv) 190150 Outstanding options granted under
20th January, 2010.
41.33
0.29
5.61
(v) 416550 Outstanding options granted under
9th March, 2010.
59.06
0.62
17.83
(vi) 613000 Outstanding options granted under
convertible into 5 equity shares upto
6th November, 2010.
69.60
0.61
20.72
1.64
45.22
Rs. 6.66
0.03
0.07
Rs. 7.50
0.04
0.11
SUB-TOTAL (B)
0.07
0.18
GRAND TOTAL (A+B)
1.71
45.40
SUB-TOTAL (A)
B. Rights entitlement kept in abeyance out of the Rights Issue of equity shares
and warrants to equity shareholders made in the year 1992
(i)
144330 Right shares
(ii) 191190 warrants
(*) Conversion price has been arrived after appropriate adjustment of split and bonus issues.
(iii)
The diluted equity share capital of the company upon conversion of all the outstanding convertible instruments
will become Rs. 305.08 crores.
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13.16 Share Transfer System :
Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agents in
about 15 to 20 days of receipt of the documents, provided the documents are found in order. Shares under objection
are returned within two weeks. The Share Transfer Committee considers the transfer proposals generally on a weekly
basis.
13.17 Financial Calendar 2007:
First quarterly results
:
April, 2007
Second quarterly / Half yearly results
:
July, 2007
Third quarterly results
:
October, 2007
Annual results for the year ending
on 31st December, 2007
:
February, 2008
Annual General Meeting for the
year ending on 31st December, 2007
:
April, 2008
13.18 Dividend Policy:
The first issue of shares was made by the company in the year 1985-86 at Rs.10/- per share. Company is paying
dividend from its very first full year of operation. From a modest dividend of 11% in 1987-88, company has been
increasing dividend almost every year. This year, the Board has recommended a dividend of 165% including 125%
paid as interim dividend.
The payout ratio for the year 2005-2006 is 35%. As a future policy for payment of dividend, company shall endeavour
to follow a pay-out ratio of about 35% in the ordinary circumstances.
14.
SUBSIDIARY COMPANIES
There is no material non-listed Indian subsidiary company, requiring appointment of Independent director of the company
on the Board of Directors of the subsidiary company. The requirements of the code with regard to subsidiary companies
have been complied with.
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DECLARATION REGARDING CODE OF CONDUCT
I hereby declare that all the Directors and Senior Management Personnel have confirmed compliance with the Code of
Conduct as adopted by the company.
ANIL SINGHVI
Managing Director
Mumbai, 1st February, 2007
CEO / CFO CERTIFICATION
To the Board of Directors
Gujarat Ambuja Cements Ltd.
We have reviewed the financial statements, read with the cash flow statement of Gujarat Ambuja Cements Ltd. for the year
ended 31st December, 2006 and that to the best of our knowledge and belief, we state that;
(a) (i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements
that may be misleading;
(ii) these statements present a true and fair view of the company's affairs and are in compliance with current accounting
standards, applicable laws and regulations.
(b) there are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or in violation of the company's code of conduct.
(c) we accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated
the effectiveness of internal control systems of the company pertaining to financial reporting and have disclosed to
the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which
we are aware and steps taken or proposed to be taken for rectifying these deficiencies.
(d) we have indicated to the Auditors and the Audit Committee:
(i)
significant changes, if any, in the internal control over financial reporting during the year.
(ii) significant changes, if any, in accounting policies made during the year and that the same have been disclosed
in the notes to the financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the company's internal control system over financial reporting.
R. R. DARAK
President - Accounts and IT
ANIL SINGHVI
Managing Director
Mumbai, 1st February, 2007
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AUDITORS' CERTIFICATE
To the Members of
Gujarat Ambuja Cements Limited
We have examined the compliance of conditions of corporate governance by Gujarat Ambuja Cements Limited, for the
eighteen month period ended on December 31, 2006, as stipulated in clause 49 of the Listing Agreement of the said
Company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
of the 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 Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For DALAL & SHAH
Chartered Accountants
For S. R. BATLIBOI & ASSOCIATES
B. R. Shah
Partner
Membership No. 5806
Sudhir Soni
Partner
Membership No. 41870
Mumbai, February 2, 2007
Mumbai, February 2, 2007
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AUDITORS’ REPORT
To the Members of Gujarat Ambuja Cements Limited,
1.
We have audited the attached balance sheet of Gujarat Ambuja Cements Limited as at 31st December, 2006
and also the Profit and Loss Account and the Cash Flow Statement for the eighteen month period ended
on that date annexed thereto. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audit.
2.
We conducted our audit in accordance with 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) ('the Order') issued by the Central
Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
4.
Further to our comments in the Annexure referred to above, we report that:
i.
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;
ii.
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;
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
iv.
In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies
Act, 1956;
v.
On the basis of the written representations received from the directors, and taken on record by the Board
of Directors, we report that none of the directors is disqualified as on 31st December, 2006 from being
appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956;
vi. In our opinion and to the best of our information and according to the explanations given to us, the said
accounts read together with the notes thereon, give the information required by the Companies Act, 1956,
in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India;
a)
in the case of the Balance Sheet, of the state of affairs of the company as at 31st December, 2006;
b) in the case of the Profit and Loss Account, of the profit for the eighteen month period ended on that
date; and
c)
in the case of Cash Flow Statement, of the cash flows for the eighteen month period ended on that
date.
For DALAL & SHAH
B. R. Shah
Partner
(Membership No. 5806)
Sudhir Soni
Partner
Mumbai
February 2, 2007
Mumbai
February 2, 2007
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ANNEXURE
Referred to in paragraph 3 of our report of even date
Re: Gujarat Ambuja Cements Limited
(i)
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) The Company has a programme for physical verification of fixed assets on a rotational basis, which in our opinion
is reasonable having regard to the nature of the business. Accordingly, certain fixed assets have been physically
verified by the management during the year and no material discrepancies were noticed on such verification.
(c) During the year, there was no substantial disposal of fixed assets.
(ii)
(a) The management has conducted physical verification of inventory at reasonable intervals other than materials lying
with third parties, which have been substantially confirmed by them.
(b) The procedures for physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventory and no material discrepancies were noticed on physical
verification as compared to book records.
(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
(iv) 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 and fixed assets
and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal
control system in respect of these areas.
(v)
(a) According to the information and explanations provided by the management, we are of the opinion that the particulars
of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained
under Section 301 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance
of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial
year at prices which are reasonable having regard to the prevailing market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India
and the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed thereunder apply.
(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central
Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the
opinion that prima facie, the prescribed accounts and records have been made and maintained. We have however not
made a detailed examination of the records with a view to determine whether they are accurate.
(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund,
investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax,
custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and
explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection
fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty and excise duty were
outstanding, at the year end for a period of more than six months from the date they became payable.
(b) According to the records of the Company, the disputed statutory dues on account of sales tax, income tax, custom
duty, wealth tax, service tax, excise duty and cess that have not been deposited on account of matters pending before
appropriate authorities are as follows:
Name of the
Statute
Nature of dues
Amount due**
Rs. Crores
Period to which
the amount
relates
Central Sales
Tax Act, 1956
Sales Tax
0.20
0.38
0.10
1988-1991
1992-1994
1991-1992
Commercial Tax officer
Tribunal
High Court
Various state
Sales Tax Acts
Sales Tax / Additional Tax /
Purchase Tax
0.16
0.84
8.48
1997-2005
1991-1997
1999-2003
Assistant Commissioner
Tribunal
High Court
Customs Act,
1962
Custom duty
0.06
2005-2006
0.80
2001-2003
Commissioner
(Appeals)
Tribunal *
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72
Forum where dispute
is pending
Name of the
Statute
Nature of dues
Service Tax
Act, 1994
CENVAT credit on
Outward Transportation
Central Excise
Act, 1944
Amount due**
Rs. Crores
Period to which
the amount
relates
Forum where dispute
is pending
0.18
2005-2006
2.72
2005-2006
Commissioner
(Appeals)
Tribunal
CENVAT credit on
various Capital Goods
0.18
0.89
2.49
2004-2005
1997-2003
1995-1998
CEGAT
CEGAT *
High Court *
CENVAT credit on
various Inputs
0.87
2004-2005
2.34
0.51
0.77
0.54
2001-2005
1994-1996
1994-2004
1993-1997
Commissioner
(Appeals)
CEGAT
CEGAT*
High Court *
Supreme Court *
Interest demand on delayed
payment of duty
0.31
2005-2006
Commissioner
(Appeals)
Excise duty on clearance
of Cement
0.05
2001-2002
CEGAT*
* In respect of these cases the Department is in appeal.
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
(xvii)
(xviii)
(xix)
(xx)
(xxi)
** Net of amounts deposited.
The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses in the
current and preceding financial year.
Based on the information and explanations given by the management, we are of the opinion that the Company has not
defaulted in repayment of dues to financial institutions, banks or debenture holders.
The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures
and other securities.
In our opinion, the Company is not a chit fund and nidhi / mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in
securities. The Company has invested surplus funds in marketable securities and mutual funds. According to the information
and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries
have been made therein. The marketable securities and mutual funds have been held by the Company, in its own name.
According to the information and explanations given to us, the Company has given guarantee for loans taken by others
from a bank, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company.
Based on the information and explanations given to us by the management, term loans were applied for the purpose for
which the loans were obtained.
According to the information and explanations given to us and on overall examination of the balance sheet of the Company,
we report that no funds raised on short-term basis have been used for long-term investment.
The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained
under Section 301 of the Companies Act, 1956.
According to the information and explanations given to us, the Company has created security on the debentures issued.
The Company has not raised any money through a public issue during the year.
According to the information and explanations given to us, there were no frauds on or by the Company noticed or reported
during the course of our audit except for an instance of misappropriation of fund amounting to Rs. 0.13 crores as described
in Note 31 to Schedule T of the financial statements.
For DALAL & SHAH
B. R. Shah
Partner
Sudhir Soni
Partner
Mumbai
February 2, 2007
Mumbai
February 2, 2007
73
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BALANCE SHEET
as at 31st December, 2006
Schedule
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
SOURCES OF FUNDS
Shareholders' Funds
Share Capital ...................................................................
Share Application Money, pending allotment ......................
Employee Stock Option Outstanding (Refer Note 21) ..........
Reserves and Surplus ........................................................
A
303.37
0.05
1.09
3,187.21
B
270.38
–
0.03
1,908.01
3,491.72
Loan Funds
Secured Loans ..................................................................
Unsecured Loans ..............................................................
C
D
2,178.42
317.77
547.61
549.33
578.12
Deferred Tax Liability, net [Refer Note 10(a)] .......................
865.38
383.86
1,127.45
381.09
TOTAL ........................................
4,740.96
3,686.96
APPLICATION OF FUNDS
Fixed Assets ...........................................................................
Gross Block ......................................................................
Less: Depreciation .............................................................
E
4,542.50
2,053.32
3,709.17
1,463.93
Net Block ..........................................................................
Capital Work in Progress (Refer Note 32) ...........................
2,489.18
541.92
2,245.24
75.03
Advances against capital expenditure .................................
3,031.10
93.01
2,320.27
43.07
Investments ............................................................................
Current Assets, Loans and Advances
Inventories ........................................................................
Sundry Debtors .................................................................
Cash and Bank Balances ...................................................
Other Current Assets .........................................................
Loans and Advances .........................................................
Less: Current Liabilities and Provisions .........................
Liabilities ..................................................................
Provisions .................................................................
3,124.11
1,133.12
F
G
H
I
J
K
2,363.34
1,125.06
408.82
89.95
378.10
5.04
295.70
317.00
45.84
86.53
1.81
133.41
1,177.61
584.59
532.91
168.68
288.98
106.77
L
701.59
Net Current Assets ................................................................
Miscellaneous Expenditure
(to the extent not written off or adjusted) .....................................
M
TOTAL ........................................
Notes forming part of the Accounts ....................................................
395.75
188.84
476.02
7.71
9.72
4,740.96
3,686.96
T
As per our attached report of even date
For and on behalf of
DALAL & SHAH
S. R. BATLIBOI & ASSOCIATES
B. R. Shah
Partner
Membership No. 5806
Sudhir Soni
Partner
For and on behalf of the Board
B. L. Taparia
Company Secretary
Suresh Neotia
Chairman
M. L. Bhakta
Chairman - Audit Committee
R. R. Darak
President (Accounts & IT)
BLACK
74
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74
Anil Singhvi
Managing Director
PROFIT AND LOSS ACCOUNT
for the eighteen months period ended 31st December, 2006
Schedule
INCOME
Rs. in Crores
Sales
...............................................................................
Less : Excise duty .......................................................................
Other Income ...........................................................................
2004-2005
(12 Months)
Rs. in Crores
7,010.47
742.18
N
EXPENDITURE
Manufacturing Expenses ............................................................
Variation in Stocks .....................................................................
Employees' Cost ........................................................................
Administrative, Selling and other Expenses .................................
Interest and Finance Charges, (net) ............................................
Depreciation and Amortization ..................................................
2005-2006
(18 Months)
Rs. in Crores
O
P
Q
R
S
3,025.84
425.89
6,268.29
113.66
2,599.95
74.57
6,381.95
2,674.52
2,517.47
9.94
233.08
1,385.53
79.03
326.12
1,219.41
(5.19)
105.53
558.60
84.75
195.41
4,551.17
2,158.51
Less : Self consumption of cement
(net of excise duty Rs. 3.09 crores; 30.06.2005 Rs. 0.91 crores) ..
(10.82)
(2.53)
4,540.35
2,155.98
1,841.60
518.54
Profit before tax ........................................................................
Provision for Taxation :
–
Current tax (Refer Note 26) ...............................................
–
MAT credit entitlement .......................................................
392.00
(62.00)
39.12
–
–
–
330.00
3.07
5.28
39.12
10.38
0.75
Deferred tax [Refer Note 10(a)] ..........................................
Fringe benefit tax ..............................................................
Profit after tax ...........................................................................
Balance as per last Account .......................................................
Credit balance of Profit and Loss Account as on
1st January, 2006 of erstwhile ACEL (Refer Note 28) ...................
Transferred from Debenture Redemption Reserve ........................
Transferred to Debenture Redemption Reserve ............................
Transferred to General Reserve ..................................................
Interim Dividends on Equity Shares ............................................
Dividend Distribution Tax on above ............................................
339.89
47.67
Proposed Final Dividend on Equity Shares ..................................
121.35
17.02
Balance carried to Balance Sheet ...............................................
Earning Per Share - in Rs. (Refer Note 8)
Basic
...............................................................................
Diluted
...............................................................................
338.35
50.25
1,503.25
151.38
468.29
117.54
71.31
72.05
–
1,000.00
–
31.25
25.00
225.00
108.05
15.16
387.56
123.21
81.11
11.38
138.37
92.49
272.06
151.38
10.12
10.09
3.47
3.46
T
DALAL & SHAH
B. R. Shah
Partner
Membership No. 5806
Sudhir Soni
Partner
B. L. Taparia
Company Secretary
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
75
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75
BLUE
CASH FLOW STATEMENT
Rs. in Crores
A)
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
1,841.60
518.54
CASH FLOW FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX ........................................................................................
Adjustment for :
Depreciation & Amortization .....................................................................
326.12
195.41
Surplus on sale of assets ...........................................................................
(13.70)
(5.23)
Loss on assets discarded/sold ...................................................................
12.10
4.91
Abandoned Capital Project .......................................................................
2.40
–
Part of deferred revenue expenditure, written off ........................................
1.07
0.94
Provision for diminution in Investment w/back ...........................................
–
(1.62)
Investment written off ...............................................................................
–
1.68
Profit on sale of investments ......................................................................
(52.35)
(9.99)
Interest and Finance Charges ...................................................................
79.03
84.75
Exchange rate difference ..........................................................................
15.36
(32.52)
Dividend received ....................................................................................
(4.97)
(1.11)
Bad Debts, Sundry Debit Balances and Claims written off ...........................
6.62
0.33
Provision for doubtful debts and advances (net) .........................................
(0.77)
(0.28)
Provision for wealth tax .............................................................................
0.38
0.27
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES ............................
371.29
237.54
2,212.89
756.08
Adjustment for :
Trade and other receivables ......................................................................
(57.46)
(32.98)
Inventories ...............................................................................................
(44.91)
(62.72)
Trade Payables .........................................................................................
148.65
16.62
CASH GENERATED FROM OPERATIONS ..........................................................
(79.08)
677.00
Direct Taxes paid ......................................................................................
(450.33)
(37.13)
Miscellaneous Expenditure ........................................................................
(2.51)
(0.66)
Exchange rate difference ..........................................................................
(10.15)
NET CASH FROM OPERATING ACTIVITIES ........................................................
B)
46.28
2,259.17
0.73
(462.99)
(37.06)
1,796.18
639.94
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets ...................................................................................
(795.38)
(177.55)
Sale of Fixed Assets ..........................................................................................
38.97
6.65
Investments (net) ..............................................................................................
13.12
(104.16)
Disposal of Subsidiaries / Joint ventures ............................................................
71.14
–
Liquidation of a Subsidiary ...............................................................................
11.02
–
Loans and advances (net) .................................................................................
(1.78)
15.50
Interest received ...............................................................................................
30.77
5.31
Dividend received ............................................................................................
4.97
1.11
NET CASH USED IN INVESTING ACTIVITIES .....................................................
(627.17)
(253.14)
Carried forward ..................................
1,169.01
386.80
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76
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76
Rs. in Crores
CASH FLOW STATEMENT (Contd.)
Brought forward ..................................
C)
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
1,169.01
386.80
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of Share Capital including Securities premium ....................
48.08
Premium on redemption of Debentures and Shares Issue expenses ....................
–
15.25
(2.84)
Proceeds from borrowings ................................................................................
890.06
376.93
Repayment of borrowings .................................................................................
(1,230.27)
(490.95)
Interest and Finance Charges paid ...................................................................
(85.96)
(89.33)
Swap interest (net) ...........................................................................................
(29.98)
(2.46)
Exchange rate difference on borrowings ...........................................................
(3.95)
3.25
Unclaimed sale proceeds of the odd lot shares
of erstwhile Ambuja Cement Rajasthan Limited .................................................
(0.59)
3.73
Subsidy received ..............................................................................................
0.30
–
Dividend paid (including dividend distribution tax) .............................................
(476.55)
(182.68)
NET CASH USED IN FINANCING ACTIVITIES ....................................................
(888.86)
(369.10)
NET INCREASE IN CASH AND CASH EQUIVALENTS .........................................
280.15
17.70
CASH AND CASH EQUIVALENTS as at 01.07.2005 (Schedule I) :
Earmarked for specific purposes ...............................................................
10.64
5.88
Other Balances ........................................................................................
75.89
62.95
Add : CASH AND BANK BALANCES TAKEN OVER ON
AMALGAMATION OF ERSTWHILE ACEL ..................................................
86.53
68.83
11.42
–
CASH AND CASH EQUIVALENTS as at 31.12.2006 (Schedule I) :
Earmarked for specific purposes ...............................................................
13.55
Other Balances ........................................................................................
364.55
10.64
75.89
378.10
86.53
DALAL & SHAH
B. R. Shah
Partner
Membership No. 5806
Sudhir Soni
Partner
B. L. Taparia
Company Secretary
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
77
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77
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SCHEDULES ‘A’ TO ‘T’
annexed to and forming part of the Balance Sheet as at and
Profit and Loss Account for the eighteen months period ended 31st December, 2006
Rs. in Crores
SCHEDULE ‘A’ – SHARE CAPITAL
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
Authorised :
2,50,00,00,000 Equity Shares of Rs. 2 each ........................................................
500.00
500.00
15,00,00,000 Preference Shares of Rs. 10 each ...............................................
150.00
150.00
650.00
650.00
303.43
270.44
303.37
270.38
Issued :
1,51,71,64,110 (1,35,22,21,143) Equity Shares of Rs. 2 each fully paid-up .........
Subscribed :
1,51,68,28,590 (1,35,18,82,623) Equity Shares of Rs. 2 each fully paid-up .........
Notes:
1) Out of above Equity Shares :
a) 97,31,57,405 Equity Shares of Rs. 2 each have been issued as fully paid up Bonus
Shares by way of capitalisation of Securities Premium Account and Capital
Redemption Reserve Account.
b) 2,47,14,990 (2,47,13,490) Equity Shares of Rs. 2 each fully paid-up have been
issued against exercise of Tradable Warrants attached to 18.5% Secured
Redeemable Non-Convertible Debentures.
c) 1,33,12,370 Equity Shares of Rs. 2 each fully paid up have been allotted to the
Shareholders of the amalgamating company Ambuja Cement Rajasthan Limited
pursuant to the scheme of amalgamation as approved by the Board of Industrial
and Financial Reconstruction (BIFR) without payment being received in cash.
d) During the year, the Company has issued 15,39,61,356 Equity Shares of Rs. 2
each fully paid-up to the Shareholders of the amalgamating company Ambuja
Cement Eastern Limited (ACEL) without payment being received in cash. (Refer
Note 28).
2)
Outstanding Employee stock option exercisable into 82,16,938 (1,49,13,713) Equity
Shares of Rs. 2 each fully paid-up (Refer Note 21).
SCHEDULE ‘B’ – RESERVES AND SURPLUS
Subsidies :
(a)
(b)
Cash Subsidies from Government and other authorities :
As per last Account ..........................................................................................
1.30
1.30
Additions during the year .................................................................................
0.30
–
1.60
1.30
0.12
0.12
Grant-in-aid Subsidy from DANIDA ..................................................................
1.72
1.42
Capital Reserve :
130.46
Add : Transferred on amalgamation of erstwhile ACEL (Refer Note 28) ...............
0.25
Carried forward ..................................
BLACK
78
BLUE
78
130.46
–
130.71
130.46
132.43
131.88
Rs. in Crores
SCHEDULE ‘B’ – RESERVES AND SURPLUS (Contd.)
Brought forward ..................................
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
132.43
131.88
Capital Redemption Reserve Account :
9.93
100.00
Less : Capitalised - Issue of Bonus Shares .........................................................
–
90.07
9.93
Securities Premium Account :
9.93
930.34
918.80
44.77
14.38
Securities premium account, balance ................................................................
16.50
–
Forfeited shares account, balance .....................................................................
0.85
–
Excess of Share Capital of erstwhile ACEL over
amount credited by the Company to Share Capital ............................................
161.95
–
1,154.41
933.18
Additions during the year :
On exercise of employee stock options .............................................................
Transferred on amalgamation of erstwhile ACEL (Refer Note 28) :
Others (Rs. 15,250; 30.06.2005 - Rs. 16,250)
Deductions during the year :
Premium paid on pre-mature redemption of Debenture .....................................
–
2.84
1,154.41
930.34
Debenture Redemption Reserve :
As per last Account ..................................................................................................
127.05
133.30
Less: Transferred to Profit and Loss Account ..............................................................
72.05
31.25
Add: Set aside this year ...........................................................................................
55.00
–
102.05
25.00
55.00
Modvat/Cenvat Credit on Capital Goods Reserve :
–
Less : Adjusted to cost of fixed assets ........................................................................
–
127.05
108.34
108.34
–
General Reserve :
–
557.43
332.43
MAT credit entitlement of erstwhile ACEL ...........................................................
6.97
–
Set aside this year ............................................................................................
1,000.00
225.00
Less : Adjustment on account of alignment of accounting policies (Refer Note 28) .......
1,006.97
1.02
225.00
–
Additions during the year :
1,563.38
557.43
Surplus as per Profit and Loss Account ...............................................................
272.06
151.38
TOTAL .................................................................
3,187.21
1,908.01
79
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79
BLUE
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
220.00
451.56
97.77
97.77
–
–
317.77
549.33
–
16.67
–
50.00
–
50.00
–
41.50
–
15.00
–
15.00
65.00
65.00
25.00
25.00
20.00
20.00
–
15.00
10.00
10.00
–
25.00
–
3.39
SCHEDULE ‘C’ – SECURED LOANS
(a)
Debentures
(Refer Note below) ................................................................................................
(b)
From Banks :
(i) Term Loans (Secured by way of first pari passu charge by equitable mortgage
of all immovable properties both present and future situated at Darlaghat,
in the state of Himachal Pradesh). ..................................................................
(ii) Working capital loan
(Secured by hypothecation of inventories and book debts) ...............................
TOTAL ......................................................................
Note: Debentures comprise of :
25,00,000 12.00% Secured Redeemable Non-Convertible Debentures of
Rs. 100 each - Series '13' (Redeemable at par in 3 equal annual
installments on 30.11.2004, 30.11.2005 and 30.11.2006,
redeemed during the year) ...............................................................
50,00,000 12.30% Secured Redeemable Non-Convertible Debentures of
Rs. 100 each - Series '14' (Redeemable at par on 10.10.2005,
50 11.75% Secured Redeemable Non-Convertible Debentures of
Rs. 1,00,00,000 each - Series '15' (Redeemable at par on
12.12.2005, redeemed during the year) ...........................................
Rs. 1,00,00,000 each - Series '17' (Redeemable at par in 2 equal
annual instalments on 27.04.2005 and 27.04.2006,
11.07.2008 with a put/call option on 11.07.2006, pre-maturely
redeemed and cancelled) .................................................................
16.08.2008 with a put/call option on 16.08.2006, pre-maturely
redeemed and cancelled) .................................................................
Rs. 1,00,00,000 each - Series '21'
(Redeemable at par on 10.01.2007) .................................................
Rs. 1,00,00,000 each - Series '22' (Redeemable at par
on 18.01.2007) ...............................................................................
on 08.02.2007) ...............................................................................
Rs. 1,00,00,000 each - Series '27'
(Redeemable at par on 23.07.2007) .................................................
101,714 Zero Coupon Convertible Debentures of Rs. 1,000 each
[Redeemable at par in three equal annual instalment commencing
from 30.03.2004, redeemed during the year (Transferred on
amalgamation of erstwhile ACRL)] .....................................................
on 31.03.2010) ...............................................................................
100.00
100.00
220.00
451.56
Series No. 13 to 15, 22, 24 and 30 are secured by way of first pari passu charge by mortgage of immovable properties of the three cement plants
of the Company situated at Ambujanagar, in the state of Gujarat, as covered under respective Trust Deeds.
Series No. 17 to 19, 21, 25, 27 and 28 are secured by way of first pari passu charge by mortgage of immovable properties of the Company situated
at Upparwahi, in the state of Maharashtra, as covered under the respective Trust Deeds.
1,01,714 privately placed Zero Coupon Convertible Debentures are secured by way of mortgage and first charge on all immovable properties of
the Company situated at Rabriyawas, in the state of Rajasthan, as covered under the Trust Deed. In terms of order of Honourable Board for Industrial
and Financial Reconstruction (BIFR), debentureholders have agreed to accept repayment of principal as per terms of agreement with erstwhile ACRL.
BLACK
80
BLUE
80
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
–
15.01
–
63.53
SCHEDULE ‘D’ – UNSECURED LOANS
Due to a Subsidiary Company, for Ships acquired under
Bare Boat Charter-cum-Demise arrangement ...........................................................
Short Term Loan from Banks :
Buyers' Import Credit ........................................................................................
Other Loans from Bank :
Foreign Currency Term Loan from Banks
(Due within one year Nil; 30.06.2005 - Rs. 31.42 crores) ..................................
Sales Tax Deferment Loan under Sales Tax Incentive Scheme of various State
Governments (Due within one year Rs. 3.43 crores; 30.06.2005-Rs. 3.56 crores) .......
442.65
488.40
104.96
11.18
TOTAL .................................................................
547.61
578.12
SCHEDULE ‘E’ – FIXED ASSETS
Rs. in Crores
DESCRIPTION
GROSS BLOCK (at Cost)
DEPRECIATION / AMORTISATION
As at
30.06.2005
Addition on
amalgamation
(Refer Note 28)
Additions
(e)
Deductions/
Transfers (e&j)
As at
31.12.2006
86.70
14.10
6.63
9.79
48.52
0.25
0.23
0.77
141.62
23.37
401.92
95.53
2,647.68
216.04
67.72
–
387.96
34.91
85.03
0.04
167.60
10.95
17.52
–
25.63
4.66
28.01
27.81
–
–
6.43
56.72
115.31
20.97
19.89
Sub Total ........................
Intangible Assets :
Water Drawing Rights ......
Computer Software .........
Tangible Assets :
Freehold Land (a) ............
Leasehold Land ...............
Buildings, Roads and
Water Works (b) ..............
Marine Structures (f) ........
Plant and Machinery (d) ..
Electrical Installations ......
Railway Sidings and
Locomotives (c) ...............
Railway wagons
given on lease (l) .............
Furniture, Fixtures and
Office Equipments ...........
Ships (i) ..........................
Vehicles ..........................
Power Lines (g) ................
NET BLOCK
Upto
Addition on
30.06.2005 amalgamation
(Refer Note 28)
For the
year (h)
Deductions/
Transfers
Upto
31.12.2006
As at
31.12.2006
As at
30.06.2005
–
2.64
–
1.89
–
0.82
–
0.14
–
5.21
141.62
18.16
86.70
11.46
537.15
95.57
3,177.61
257.24
63.66
31.05
1,182.43
83.62
12.28
–
242.56
12.89
17.33
5.75
255.80
18.52
2.75
–
13.28
2.24
90.52
36.80
1,667.51
112.79
446.63
58.77
1,510.10
144.45
338.26
64.48
1,465.25
132.42
–
55.82
6.88
13.40
3.32
–
23.60
32.22
21.13
–
–
6.43
–
2.70
0.31
–
3.01
3.42
–
9.80
–
1.68
–
17.87
0.34
10.65
–
10.74
–
7.44
–
73.65
115.65
25.86
19.89
33.10
42.42
10.88
5.15
5.74
–
0.61
–
7.53
8.72
5.84
0.85
6.44
–
4.35
–
39.93
51.14
12.98
6.00
33.72
64.51
12.88
13.89
23.62
72.89
10.09
14.74
3,702.87
552.73
341.25
66.99
4,529.86
1,461.83
292.07
324.79
29.20
2,049.49
2,480.37
2,241.04
6.15
0.15
–
–
–
6.34
–
–
6.15
6.49
2.06
0.04
–
–
0.87
0.86
–
–
2.93
0.90
3.22
5.59
4.09
0.11
Sub Total ........................
6.30
–
6.34
–
12.64
2.10
–
1.73
–
3.83
8.81
4.20
TOTAL ............................
3,709.17
552.73
347.59
66.99
4,542.50
1,463.93
292.07
326.52
29.20
2,053.32
2,489.18
2,245.24
Previous year's Total ........
3,658.07
–
181.40
130.30
3,709.17
1,284.14
–
195.42
15.63
1,463.93
2,245.24
Notes:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Includes Rs. Nil (30.06.2005 - Rs. 0.09 crore) being value of land jointly owned with other parties.
Includes :
i)
Premises on ownership basis of Rs. 8.13 crores (30.06.2005 - Rs. 24.91 crores) and cost of shares in Co-operative Societies Rs. 13,130/- (30.06.2005 - Rs. 19,880/-).
ii)
Rs. 6.32 crores (30.06.2005 - Rs. 6.85 crores) being cost of roads constructed by the Company, ownership of which vests with the Government / Local Authorities and Rs. 0.62
crore (30.06.2005 - Rs. 0.48 crores) being the amortisation thereof upto 31st December, 2006.
Includes Rs. 1.77 crores (30.06.2005 - Rs. 1.77 crores) being cost of Railway siding constructed by the Company, ownership of which vests with the Government / Railway Authorities
and Rs. 0.38 crore (30.06.2005 - Rs. 0.25 crore) being the amortisation thereof upto 31st December, 2006.
Includes Rs. 22.85 crores (30.06.2005 - Rs. 11.86 crores) being cost of bulkers used as Material Handling Equipment, which are being depreciated under the "Written Down Value
Method" at the rate applicable to vehicles.
Includes additions of Rs. 0.42 crores (30.06.2005 - Rs. 1.56 crore deductions) due to decrease in rupee liability on account of revalorisation of foreign currency loans due to exchange
rate fluctuations.
Cost incurred by the Company, ownership of which vests with the State Maritime Boards.
Cost incurred by the Company, ownership of which vests with the State Electricity Boards.
Includes Rs. 0.40 crore (30.06.2005 - Rs. 0.01 crore) capitalised as pre-operative expenses.
Includes Rs. 41.18 crores (30.06.2005 - Rs. 40.85 crores under bare boat charter arrangement) for ships, the title of which is in the process of being transferred in the name of the
Company. (Refer note 30).
Includes Rs. Nil (30.06.2005 - Rs. 103.26 crores) on account of Modvat / Cenvat credit adjusted to the cost of fixed assets.
Pursuant to Accounting Standard AS 28 "Impairment of assets", there is no impairment of assets.
Railway wagons given on lease to the Railway under "Own Your Wagon Scheme".
81
BLACK
81
BLUE
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
SCHEDULE ‘F’ - INVESTMENTS
Long Term Investments (at cost) :
In Government & Trust Securities :
Unquoted :
National Savings Certificate (30.06.2005 - Rs. 25,000/-) ..................
–
In Fully Paid Shares, Debentures and Bonds, other than Trade
Unquoted:
In Fully Paid Equity Shares :
– (24,75,000) Equity Shares of Rs. 10 each in Bengal Ambuja
Housing Development Limited (Refer Note 25 ) ..................................
–
2.48
– (4,95,000) Equity Shares of Rs. 10 each in Bengal Ambuja
Metro Development Limited (Refer Note 25 ) .....................................
–
0.49
28,61,20,000 Equity Shares of Rs. 10 each in Ambuja Cement India Private Limited,
formerly known as Ambuja Cement India Limited (Refer Note 24) ..
857.16
857.16
9,51,79,488 (–) Equity Shares of Rs. 10 each in
ING Vysya Life Insurance Co. Pvt. Limited ..........................................
98.08
–
10,00,000 Equity Shares of Rs. 10 each in
Gujarat Goldcoin Ceramics Limited ..................................................
1.00
1.00
– (14,39,400) Equity Shares of Rs. 10 each in ICAN Securities and
Research Limited (Refer Note 25) ......................................................
–
1.44
956.24
862.57
In Subsidiary Companies:
In Fully Paid Equity Shares :
Unquoted:
– (2,70,000) Ordinary Shares of US $ 10 each in Cement Ambuja
International Limited (Refer Note 30) .................................................
–
9.65
5,04,13,840 Ordinary Shares of LKR 10 each in Ceylon Ambuja
Cements (Private) Limited ..................................................................
29.54
29.54
– (1,59,89,950) Equity Shares of Rs. 10 each in GGL Hotel and Resort
Company Limited (Refer Note 25) .....................................................
–
15.99
3,00,000 Equity Shares of Rs. 10 each in Indo-Nippon Special
Cements Limited (Refer Note 29) .......................................................
0.30
0.30
– (38,55,600) Ordinary Shares of LKR 10 each in Midigama Cements
(Private) Limited ................................................................................
–
2.34
– (5000) Equity Shares of Rs. 100 each in GACL Finance Limited
(Refer Note 25 ) ...............................................................................
–
In Public Sector Bonds :
Unquoted:
296 5.13% taxable redeemable bonds of Rs. 10,00,000 each of Himachal
Pradesh Infrastructure Development Bonds [Refer Note 2(b)] ...............
6.37
29.84
64.19
29.60
29.60
Current Investments (at cost or fair value, whichever is lower) :
In Fully Paid Debentures :
Quoted * :
Rs. 10,00,000 each of Housing Development Finance
Corporation Limited .........................................................................
29.27
28.93
100 (–) 7.20% Secured Redeemable Non-Convertible Debentures of
Rs. 10,00,000 each of Housing Development Finance
Corporation Limited .........................................................................
9.97
–
Rs. 10,00,000 each of Hindalco Limited ............................................
4.94
4.95
C / F .......................................
44.18
33.88
Carried forward .......................................
BLACK
82
BLUE
82
1,015.68
956.36
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
1,015.68
SCHEDULE ‘F’ – INVESTMENTS (Contd.)
Brought forward ......................................
B /F ......................................
44.18
956.36
33.88
50 6% Unsecured Redeemable Non-Convertible Debentures of
Rs. 10,00,000 each of Industrial Development Bank of India .............
4.87
4.80
Rs. 10,00,000 each of Reliance Industries Limited .............................
5.06
5.25
Rs. 10,00,000 each of Ultratech Cemco Limited ...............................
4.83
4.76
58.94
48.69
In Units of Mutual Funds :
Unquoted:
1,01,91,790.976 (1,43,96,636.946) units of ABN AMRO Cash Fund
- Institutional Growth Option of Rs. 10 each of
ABN AMRO Mutual Fund .................................................................
11.00
15.00
1,28,42,245.852 (1,03,47,876.804) units of Birla Cash Plus - Institutional Premium
Growth Option of Rs. 10 each of Birla Sun Life Mutual Fund .............
15.00
11.00
– (21,99,945.735) units of Chola Liquid Fund - Institutional Plus
Growth Option of Rs. 10 each of Chola Mutual Fund ........................
–
3.00
– (60,92,397.297) units of DSP Merrill Lynch Liquidity Fund - Growth
Option of Rs. 10 each of DSP Merrill Lynch Mutual Fund ...................
–
10.00
– (47,58,413.274) units of Deutsche Insta Cash Plus Fund
- Institutional Plan Growth Option of Rs. 10 each of
Deutsche Mutual Fund .....................................................................
–
5.00
– (103,54,890.332) units of Grindlays Cash Fund - Growth Plan of
Rs. 10 each of Standard Chartered Mutual Fund ...............................
–
11.00
– (35,80,738.492) units of HDFC Cash Management Fund Saving Plus Plan Growth Options of Rs. 10 each of
HDFC Mutual Fund .........................................................................
–
5.00
– (142,24,885.964) units of HSBC Cash Fund - Institutional Plus
Growth Option of Rs. 10 each of HSBC Mutual Funds .......................
–
15.00
1,62,81,038.637 (60,17,189.247) units of Prudential ICICI Liquid Fund - Growth Plan
of Rs. 10 each of Prudential ICICI Mutual Fund ................................
17.50
10.01
1,36,38,347.396 (99,83,527.180) Units of Reliance Liquidity Fund Growth Plan of
Rs. 10 each of Reliance Mutual Fund ................................................
15.00
10.00
– (83,38,351.786) units of SBI Magnum Institutional Income Fund
Saving - Growth Option of Rs. 10 each of SBI Mutual Fund ...............
–
9.00
– (47,598.916) units of Templeton India Treasury Management
Fund - Growth Plan of Rs. 1,000 each of Franklin
Templeton Mutual Fund ...................................................................
–
5.00
– (89,255.786) units of Tata Liquid Super High Investment Fund,
Growth fund of Rs. 1,000 (previous year Rs. 10) each of
Tata Mutual Fund ............................................................................
–
Book Value as on
Aggregate amount of Quoted Investments ............................
Aggregate amount of Unquoted Investments .........................
11.00
58.50
120.01
1,133.12
1,125.06
Market Value as on *
31.12.2006
Rs. in Crores
30.06.2005
Rs. in Crores
31.12.2006
Rs. in Crores
30.06.2005
Rs. in Crores
58.94
48.69
60.00
50.00
1,074.18
1,076.37
1,133.12
1,125.06
* As the market value of the debentures is not available, face value is considered as market value.
83
BLACK
83
BLUE
SCHEDULE ‘F’ – INVESTMENTS (Contd.)
Note: The following investments were purchased and sold during the year :
Face Value
Rs.
Nos.
Purchase Cost
Rs. in Crores
10
176,892
0.60
ABN AMRO Cash Fund ............................................................................
10
267,151,170.713
277.50
Birla Cash Plus .........................................................................................
10
297,765,554.719
332.00
Name
a)
Equity Shares :
Infrastructure Development Finance Corporation Limited ...........................
b)
Units of Mutual Fund :
Chola Liquid Institutional Plus Fund ...........................................................
10
6,561,717.960
9.00
DSP Merrill Lynch Liquidity Fund ................................................................
10
39,668,241.086
90.00
Deutsche Insta Cash Fund ........................................................................
10
63,170,329.117
70.00
Fidelity Cash Fund Insta Growth ................................................................
10
9,977,941.396
10.00
Grindlays Cash Fund ...............................................................................
10
97,939,072.185
96.00
HDFC Cash Management Fund ................................................................
10
80,360,439.136
117.50
HSBC Cash Fund .....................................................................................
10
418,424,102,799
463.25
ING Vysya Liquid Fund .............................................................................
10
20,652,112.470
22.00
LIC MF Liquid Fund ..................................................................................
10
180,682,103.632
231.00
Quantum Liquid Fund ..............................................................................
10
10,000,000.000
10.00
Prudential ICICI Liquid Fund .....................................................................
10
233,033,622.227
254.00
Principal Cash Management Fund ............................................................
10
59,338,715.023
65.00
Reliance Liquid Fund ................................................................................
10
349,491,585.379
367.25
SBI Magnum Insta Cash Fund ...................................................................
10
222,711,726.997
250.00
Sahara Liquid Fund ..................................................................................
10
81,426.872
10.00
Sundaram Money Fund ............................................................................
10
27,019,703.312
38.50
Tata Liquid High Investment Fund .............................................................
1,000
1,826,294.499
237.00
Templeton India Treasury Management Fund .............................................
1,000
611,724.750
65.00
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
277.07
212.32
SCHEDULE ‘G’ – INVENTORIES
(At cost or net realisable value whichever is lower, unless otherwise
stated, as certified and valued by the Management)
Coal, Fuel, Packing Materials, Stores and Spare parts (including in transitRs. 12.27 crores; 30.06.2005 - Rs. 5.62 crores) (Refer Note 22) ...............................
Stock-in-trade : (Refer Note 22)
Raw materials (including in transit - Rs. 0.93 crore; 30.06.2005 - Rs. 0.06 crore) .......
46.39
18.93
Materials-in-process ................................................................................................
45.85
49.76
Finished goods .......................................................................................................
38.55
35.58
Construction Scrap, at estimated realisable value ......................................................
130.79
104.27
0.30
0.32
Scrapped assets awaiting disposal, at estimated realisable value ...............................
0.66
0.09
TOTAL .................................................................
408.82
317.00
BLACK
84
BLUE
84
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
1.69
2.95
5.96
5.96
–
–
Others, Good (Due from subsidiary Rs. 7.47 crores; 30.06.2005 - Rs. Nil) .........
1.69
88.26
2.95
42.89
TOTAL .................................................................
89.95
45.84
Rs. in Crores
SCHEDULE 'H' – SUNDRY DEBTORS (Unsecured)
Over six months :
Good
.......................................................................................................
Doubtful .......................................................................................................
Less : Provision ................................................................................................
10.56
10.56
SCHEDULE ‘I’ – CASH AND BANK BALANCES
Cash on hand .......................................................................................................
0.29
0.23
Cheques on hand with Banks as Collecting Agency in terms of an arrangement .........
37.96
18.57
Bank Balances :
With Scheduled Banks :
In Current Account ...........................................................................................
134.11
In Fixed Deposits (Deposit Receipts of Rs. 2.04 crores
(30.06.2005 - Rs. 0.07 crore) deposited with Government Departments as
Security Deposit and Rs. 0.02 crore (30.06.2005 - Rs. 0.18 crore) deposited
with banks as security deposit for guarantees (including accrued interest
Rs. 0.03 crore (30.06.2005 - Rs. 0.01 crore) ....................................................
205.74
67.47
0.26
339.85
67.73
378.10
86.53
Interest Receivable on Investments ............................................................................
3.78
1.33
Other Interest receivable ..........................................................................................
1.23
0.46
TOTAL .................................................................
SCHEDULE ‘J’ – OTHER CURRENT ASSETS
Sundry Receivables (including from subsidiary companies Rs. 0.03 crore;
30.06.2005 - Rs. 0.02 crore) ...................................................................................
0.03
0.02
TOTAL .................................................................
5.04
1.81
SCHEDULE ‘K’ – LOANS AND ADVANCES
(Good, unless otherwise stated)
Secured :
Loan to erstwhile Ambuja Cement Eastern Limited, (Refer Note 28) ....................
Less: Unexpired Finance Charges .....................................................................
–
–
9.18
0.50
–
Unsecured :
Loan to a subsidiary company (Refer Note 29) ..................................................
8.68
0.77
0.05
Other Loans (Rs. 44,920/-) ..............................................................................
0.01
0.77
0.06
Advances recoverable in cash or in kind or for value to be received (including due
from a subsidiary company Rs. 1.57 crores; 30.06.2005 - Rs. 0.50 crore)
Good
.......................................................................................................
128.27
71.37
Doubtful
.......................................................................................................
5.84
5.53
Less : Provision ................................................................................................
5.84
5.53
–
–
Carried forward ..................................
128.27
71.37
129.04
80.11
85
BLACK
85
BLUE
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
Brought forward ..................................
129.04
80.11
Deposits (including National Savings Certificates and 5 1/2 Year Kisan Vikas Patra
Rs. 34,500/- and Rs. Nil respectively, deposited with Government Departments as
Security (30.06.2005- Rs. 0.01 crore and Rs. 2,000/- respectively)) ...........................
20.77
17.83
Balance with Central Excise, Customs, Port Trusts, etc. ...............................................
8.22
12.31
Tax paid in advance, including MAT credit entitlement Rs. 68.97 crores;
(30.06.2005 - Rs. Nil), net of provisions ...................................................................
137.67
23.16
TOTAL .................................................................
295.70
133.41
Rs. in Crores
SCHEDULE ‘K’ – LOANS AND ADVANCES (Contd.)
SCHEDULE ‘L’ – CURRENT LIABILITIES AND PROVISIONS
LIABILITIES
Sundry Creditors :
Due to Small Scale Industrial Undertakings (Refer note 23) ................................
–
Others (Due to subsidiary Rs. 0.69 crore; 30.06.2005 - Rs. 0.14 crores.) ...........
441.70
0.13
222.16
441.70
222.29
Investor Education and Protection Fund shall be credited by the following
(See note below) * :
Unclaimed Dividends .......................................................................................
10.41
6.91
Unclaimed Application Money on Securities ......................................................
0.01
–
3.14
3.73
Unclaimed Interest [Rs. 9,439/-, (30.06.2005 - Rs. 22,506/-)]
Unclaimed sale proceeds of the odd lot shares belonging to the
Shareholders of erstwhile ACRL ........................................................................
13.56
10.64
Security Deposits ..............................................................................................
61.46
36.39
Interest accrued but not due on loans ...............................................................
16.19
19.66
532.91
288.98
PROVISIONS :
Provision for wealth tax, net of advances ...........................................................
0.45
0.51
Provision for fringe benefit tax, net of advances .................................................
0.89
0.75
Proposed Dividend ..........................................................................................
121.35
81.11
Provision for Dividend Distribution Tax ..............................................................
17.02
11.38
Provision for gratuity and staff benefit scheme ...................................................
21.95
7.80
Provision for mines reclamation expenses (Refer Note 20) ..................................
TOTAL .................................................................
7.02
5.22
168.68
106.77
701.59
395.75
1.03
0.79
* Note : Amounts to be transferred to said fund shall be determined on the respective due dates.
SCHEDULE ‘M’ – MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Project Development and Feasibility Report Expenses etc. ...................................
Quarry / Mines Development Expenses .............................................................
4.41
3.20
Unexpired premium on pre payment of term loans ............................................
0.87
2.48
Unexpired arrangement fees ............................................................................
1.40
3.25
TOTAL .................................................................
7.71
9.72
BLACK
86
BLUE
86
Rs. in Crores
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
2.05
1.44
SCHEDULE ‘N’ – OTHER INCOME
Insurance Claims ....................................................................................................
Dividend :
From Long term investments .............................................................................
0.94
0.79
From Current investments ................................................................................
4.03
0.32
4.97
1.11
Profit / (Loss) on Sale of Investments (net)
On Long term Investments :
a)
On investments in subsidiaries, associates and joint ventures ......................
35.88
b)
On liquidation of a subsidiary ...................................................................
7.49
–
c)
Others .....................................................................................................
–
(0.46)
On Current Investments ...........................................................................................
–
43.37
(0.46)
8.98
10.45
52.35
9.99
Sale of surplus generated power ..............................................................................
6.23
–
Export incentive for the earlier year ...........................................................................
5.89
–
Miscellaneous Income (Gross; Tax deducted Rs. 0.19 crore;
30.06.2005 - Rs. 0.07 crore) ...................................................................................
33.66
18.17
Surplus on Sale of Assets .........................................................................................
13.70
5.23
Sundry Credit Balances Appropriated .......................................................................
0.76
1.55
Provisions no longer required ...................................................................................
9.41
4.56
129.02
42.05
Exchange Rate Difference (net) .................................................................................
(15.36)
32.52
TOTAL .................................................................
113.66
74.57
SCHEDULE ‘O’ – MANUFACTURING EXPENSES
Raw Materials Consumed :
Clinker Purchased ............................................................................................
Others
.......................................................................................................
52.42
10.57
330.84
124.23
383.26
134.80
Freight and Handling Charges on Material transferred to other Units .........................
193.31
86.09
Royalty and Cess .....................................................................................................
111.85
59.38
Stores and Spares Consumed ..................................................................................
203.39
98.05
Packing Materials Consumed ...................................................................................
227.11
116.58
Power and Fuel .......................................................................................................
1,239.87
678.40
Production and Operation Charges ..........................................................................
2.93
1.40
Mines reclamation expenses ....................................................................................
4.26
8.67
Repairs and Maintenance :
Buildings .......................................................................................................
19.62
8.35
Machinery .......................................................................................................
66.55
23.52
Others
10.21
.......................................................................................................
3.95
96.38
35.82
Excise duty :
On captive consumption of clinker (Refer Note 27) ............................................
Other
.......................................................................................................
TOTAL .................................................................
54.68
–
0.43
0.22
55.11
0.22
2,517.47
1,219.41
87
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Rs. in Crores
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
SCHEDULE ‘P’ – VARIATION IN STOCKS
CLOSING STOCKS :
Materials-in-process ........................................................................................
45.85
49.76
Finished goods ................................................................................................
38.55
35.58
84.40
85.34
OPENING STOCKS :
49.76
51.86
Finished goods ................................................................................................
35.58
23.95
85.34
75.81
11.89
–
8.08
–
19.97
–
Stock of erstwhile ACEL as on 01.01.2006
Finished goods ................................................................................................
105.31
75.81
20.91
(9.53)
LIMESTONE :
Closing Stock ..................................................................................................
18.22
Opening Stock ................................................................................................
8.23
Less : Excise duty variation on opening / closing stock ...............................................
8.23
10.72
(9.99)
2.49
10.92
(7.04)
(0.98)
1.78
Less : TRIAL RUN STOCKS
At the commencement of commercial production ..............................................
–
0.07
(Increase) / Decrease in Stocks .................................................................................
9.94
(5.19)
SCHEDULE ‘Q’ – EMPLOYEES’ COST
Employees' Remuneration and Benefits :
Salaries, Wages, Bonus, Allowances, etc. ..........................................................
173.58
81.40
Contribution to Provident and other Funds ........................................................
28.84
11.82
Welfare Expenses .............................................................................................
10.60
4.82
213.02
98.04
1.79
0.43
211.23
97.61
1.47
(0.01)
Less: Recovery from subsidiary and associate companies ...........................................
Add : Employee compensation expenses under Employee Stock Option Scheme .........
212.70
97.60
Commission to Managing Director and Wholetime Directors (Refer Note 9) ...............
20.38
7.93
TOTAL .................................................................
233.08
105.53
BLACK
88
BLUE
88
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
9.86
3.34
19.56
47.58
4.29
2.05
10.32
32.98
978.59
17.20
50.16
87.94
6.59
124.95
0.27
1.11
12.10
2.40
15.76
6.62
0.05
385.26
10.11
–
33.63
3.32
62.56
0.07
0.48
4.91
–
7.02
0.33
–
1.68
(1.62)
Part of Deferred Revenue expenditure, written off ......................................................
Wealth Tax
.......................................................................................................
–
1.07
0.38
0.06
0.94
0.27
TOTAL .................................................................
1,385.53
558.60
Rs. in Crores
SCHEDULE ‘R’ – ADMINISTRATIVE, SELLING AND OTHER EXPENSES
Rent
.......................................................................................................
Rates and Taxes .......................................................................................................
Insurance
.......................................................................................................
Advertisement and Publicity ......................................................................................
Freight and Forwarding charges [including Rs. 9.17 crores on Exports
(Previous year - Rs. 13.99 crores)] ............................................................................
Commission on sales ...............................................................................................
Discount on sales ....................................................................................................
Selling and Distribution Expenses .............................................................................
Turnover Tax, Additional Tax and Purchase Tax ..........................................................
Miscellaneous Expenses ...........................................................................................
Directors' Fees and Expenses ....................................................................................
Commission to Directors (Refer note 9) .....................................................................
Loss on Assets sold, scrapped or discarded and written off ........................................
Abandoned Capital Project ......................................................................................
Donations
.......................................................................................................
Bad Debts, Sundry Debit Balances and Claims written off ..........................................
Provision for doubtful advances ................................................................................
Investment written off ...............................................................................................
Less : Provision for diminution in value of investment .................................................
–
–
SCHEDULE ‘S’ – INTEREST AND FINANCE CHARGES (net)
Interest :
On Debentures and Bonds ...............................................................................
On Fixed Loans (Net of surplus on interest Swap Rs. 34.68 crores;
Previous year Rs. 3.46 crores) ...........................................................................
Others
.......................................................................................................
41.83
45.00
59.03
15.95
32.32
11.03
116.81
88.35
Premium on prepayment of term loan ......................................................................
Unexpired premium on prepayment of term loans amortized .....................................
Finance Charges .....................................................................................................
–
1.60
4.95
2.29
2.14
2.60
123.36
95.38
Less : Capitalized during the year .............................................................................
(10.13)
(3.61)
113.23
91.77
Less : Interest Received :
(Gross; Tax deducted Rs. 2.78 crores; 30.06.2005 - Rs. 1.32 crores)
On Government Securities (Previous Year Rs. 463/-) ..........................................
On Debentures and Bonds ...............................................................................
Others
.......................................................................................................
–
7.90
26.30
TOTAL .................................................................
3.92
3.10
34.20
7.02
79.03
84.75
89
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SCHEDULE ‘T’ – NOTES FORMING PART OF THE ACCOUNTS
1.
(A)
Basis of preparation of financial statements :
(i)
The financial statements have been prepared in compliance with all material aspects of the mandatory Accounting Standards issued
by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 1956.
(ii)
Financial statements are based on historical cost and are prepared on accrual basis.
(B)
Significant accounting policies :
(a)
Fixed Assets:
(i)
Fixed Assets are stated at their original cost of acquisition/installation (net of Modvat/Cenvat credit availed), net of accumulated
depreciation, amortization and impairment losses, except freehold land which is carried at cost.
(ii)
Capital work in progress is stated at the amount expended upto the date of Balance Sheet.
(iii) Machinery spares which can be used only in connection with a particular item of fixed asset and the use of which is irregular, are
capitalised at cost net of Modvat/Cenvat.
(iv) Expenditure during construction period (including financing cost relating to borrowed funds for construction or acquisition of fixed
assets) incurred on projects under implementation are treated as Pre-operative expenses, pending allocation to the assets, and are
included under "Capital Work in Progress". These expenses are apportioned to fixed assets on commencement of commercial production.
(b)
Depreciation and Amortization :
I.
Tangible Assets :
(i)
Premium on leasehold land is amortized over the period of lease.
(ii)
Depreciation on all assets, other than Vehicles, is provided on the "Straight Line Method" in accordance with the provisions of Section
205(2)(b) of the Companies Act, 1956, and on Vehicles on the "Written Down Value Method" in accordance with the provisions of
Section 205(2)(a) of the Companies Act, 1956, in the manner and at the rates specified in Schedule XIV to the Companies Act, 1956.
Continuous process plants, are identified based on a technical assessment and depreciated at the specified rate as per Schedule XIV
to the Companies Act, 1956. Depreciation on additions to fixed assets is provided on a pro-rata basis from the month of acquisition
or installation, and in the case of a new project, the same is provided on a pro-rata basis from the date of commencement of
commercial production. Depreciation on assets sold, discarded, demolished or scrapped, is provided upto the month in which the
said asset is sold, discarded, demolished or scrapped. In respect of an asset for which impairment loss is recognised, depreciation
is provided on the revised carrying amount of the assets over its remaining useful life.
(iii) Machinery spares which are capitalised are depreciated over the useful life of the related fixed asset. The written down value of such
spares is charged to the Profit and Loss Account, on issue for consumption.
(iv) The cost of fixed assets, constructed by the Company, but ownership of which belongs to Government/Local Authorities, is amortized
at the rate of depreciation specified in Schedule XIV to the Companies Act, 1956.
(v)
Expenditure on Power Lines, ownership of which belongs to the State Electricity Boards, is amortized over the period as permitted in
the Electricity Supply Act, 1948.
(vi) Expenditure on Marine Structures, ownership of which belongs to the Maritime Boards, is amortized over the period of agreement.
(c)
II.
Intangible Assets :
(i)
Expenditure to acquire Water Drawing Rights from Government/Local Authorities/other parties, is amortized over the period of rights
to use the facilities ranging from 10 to 30 years.
(ii)
Expenditure on computer software is amortised over the period of expected benefit not exceeding five years.
Impairment of assets :
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal /
external factors. An impairment loss will be recognised wherever the carrying amount of an asset exceeds its recoverable amount. The
recoverable amount is greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows
are discounted to the present value by using weighted average cost of capital. A previously recognised impairment loss is further provided
or reversed depending on changes in circumstances.
(d)
Investments :
Investments that are intended to be held for more than a year, from the date of acquisition, are classified as long term investments and are
carried at cost. However, provision for diminution in value of investments is made to recognise a decline, other than temporary, in the value
of the investments. Investments other than long term investments being current investments are valued at cost or fair value whichever is
lower, determined on an individual basis.
(e)
Inventories : (Refer Note 22)
(i)
Coal, Fuel, Packing Materials and Stores & Spare Parts are valued at cost determined on weighted average basis or net realisable
value, whichever is lower.
BLACK
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90
SCHEDULE ‘T’ – NOTES FORMING PART OF THE ACCOUNTS (Contd.)
(ii)
Raw Materials are valued at cost or net realisable value whichever is lower. Cost is determined on weighted average basis.
(iii) Materials-in-process are valued at cost or net realisable value, whichever is lower. (*)
(iv) Finished Goods are valued at cost or net realisable value, whichever is lower, including excise duty. (*)
(v)
Trial Run Inventories are valued at cost or net realisable value, whichever is lower. (*)
(*) Cost is arrived at on full absorption basis as per Accounting Standard AS 2 - "Valuation of Inventories".
(f)
Provisions / Contingencies :
A provision is recognised for a present obligation as a result of past events if it is probable that an outflow of resources will be required
to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best estimate of the
amount required to settle the obligation at the Balance Sheet date. A contingent liability is disclosed, unless the possibility of an outflow of
resources is remote.
(g)
Foreign Currency Conversion :
Foreign currency transactions are recorded at the rates of exchange prevailing on the date of transaction. Monetary foreign currency assets
and liabilities outstanding at the close of the financial year are revalorised at the exchange rates prevailing on the balance sheet date.
Exchange differences arising on account of fluctuation in the rate of exchange is recognised in the Profit & Loss Account. Exchange rate
difference arising on account of conversion/translation of liabilities incurred prior to 1st July, 2004 for acquisition of fixed assets are
adjusted to the carrying value of fixed assets. However, the exchange rate difference arising on account of conversion/translation of
liabilities incurred after 1st July, 2004 for acquisition of imported fixed assets only are adjusted to the carrying value of fixed assets.
(h)
(i)
Sales :
(i)
Domestic sales are accounted on despatch of products to customers and Export sales are accounted on the basis of dates of Bill of
Lading. Sales are disclosed net of sales tax, discounts and returns, as applicable. Sales excludes self consumption of cement.
(ii)
Benefit on account of entitlement to import goods free of duty under the "Duty Entitlement Pass Book under Duty Exemption Scheme"
is accounted in the year of export.
Mines Reclamation Expenditure :
The Company provides for the expenditure to reclaim the quarries used for mining. The total estimate of reclamation expenses is apportioned
over the estimate of mineral reserves and a provision is made based on the minerals extracted during the year.
(j)
Retirement Benefits :
(i)
Contribution to Provident Fund, Pension Schemes and Superannuation Fund are charged to the Profit and Loss Account, when due.
(ii)
Payment for present liability of future payment of gratuity is made to an approved Gratuity Fund, which fully covers the said liability
under Cash Accumulation Policy of Life Insurance Corporation of India (LIC). The additional liability arising out of the difference
between actuarial valuation and the fund balance with the LIC, if any, is accrued at the year end.
(iii) Provision for accrued leave encashment and other post retirement benefits is recognised on the basis of an actuarial valuation.
(k)
Miscellaneous Expenditure :
Expenses included under the head 'Miscellaneous Expenditure' are amortized over the period of estimated future benefits.
(l)
Discount on Equity Shares, under the Employee Stock Option Scheme, is amortized in accordance with Securities and Exchange Board of
India (SEBI) Guidelines.
(m) Borrowing Costs and Share Issue Expenses :
(i)
Share issue expenses for specific projects and borrowing cost attributable to acquisition and construction of assets are capitalised as
part of the cost of such assets upto the date when such assets are ready for intended use.
(ii)
Expenses on other issue of Shares, Debentures and Bonds as well as Premium on Redemption of Debentures are adjusted to Securities
Premium Account in accordance with Section 78 of the Companies Act, 1956.
(iii) Borrowing cost such as discount or premium and ancillary costs in connection with arrangement of borrowings excluding debenture
and bonds, are amortised over the period of borrowings.
(iv) Other borrowing costs are charged as expense in the year in which these are incurred.
(n)
Taxation :
Tax expense comprises of current, deferred and fringe benefit taxes. Current income tax and fringe benefit tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Indian Income-tax Act. Deferred income taxes reflects the impact of current
year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax
assets are recognised only to the extent there is reasonable certainty that sufficient future taxable income will be available against which
these assets can be realised in future whereas in case of existence of carry forward of losses or unabsorbed depreciation, deferred tax
assets are recognised only if there is virtual certainty of realisation backed by convincing evidence. Deferred Tax Assets are reviewed at
each Balance Sheet date.
91
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2.
a)
Contingent liabilities not provided for in respect of :
(i) Amount outstanding in respect of Indemnities given by the Company to
Banks for loans given to third parties, for Company's business ............
(ii) Claims against the Company not acknowledged as debts
(a) For acquisition of land ..............................................................
(b) For Non Agriculture Assessment Tax ...........................................
(c) Others .....................................................................................
(iii) Tax matters
(a) Disputed liability in respect of Income-tax demands
(including interest) - matters under appeal .................................
(b) Disputed Sales-tax demands (including interest and penalty) matters under appeal (Deposit with Sales Tax Department
Rs. 0.05 crore; Previous Year Rs. Nil) .........................................
(c) Disputed Excise demands - matters under appeal (Deposit with
Excise Department Rs. 0.19 crore; Previous Year Rs. 8.78 crores)
(d) Disputed Customs demands - matters under appeal ...................
(e) Disputed liability of RTO Tax on Mining Machinery ......................
(iv) Disputed liabilities relating to Railway Freight on Cement - matter once
decided in favour of the Company by the Honourable High Court of
Gujarat was remanded back by the Honourable Supreme Court
pursuant to an Special Leave Petition filed by the railways. ..................
(v) Disputed liabilities relating to Coal claims - matter pending in the
Honourable High Court :
(a) Railway freight on Coal .............................................................
(b) Penal freight on Excess Weight of Coal .......................................
(c) Interest on Premium on Coal .....................................................
(vi) Disputed liability relating to labour matters - pending in Courts ..........
31.12.2006
Rs. in Crores
30.06.2005
Rs. in Crores
–
0.16
32.78
2.65
11.54
19.21
2.65
14.55
19.55
27.60
10.53
5.03
9.95
0.86
0.62
17.38
–
0.62
5.51
5.51
1.49
0.24
3.29
1.45
0.54
3.29
19.88
1.99
387.82
231.88
In respect of items (ii) to (vi), future cash outflows in respect of contingent
liabilities are determinable only on receipt of judgements/decisions pending
at various forums/authorities.
b)
c)
d)
3.
The Honourable High Court of Himachal Pradesh has passed an order in
favour of the Company for its claim in respect of power subsidy in the form of
Power Tariff Freeze (PTF) and Peak Load Exemption Charges (PLEC). Against
this, Government of Himachal Pradesh on 1st May, 2004 has issued 296
5.13% H P Infrastructure Development Bonds of face value of Rs.10 lacs each,
having a value of Rs.29.60 crores redeemable after 10 years and balance of
Rs.0.08 crore is refunded to the Company.
The Government of Himachal Pradesh has filed Special Leave Petition in the
Honourable Supreme Court against the decision of the Honourable High Court
of Himachal Pradesh. The Company has given an undertaking to refund
Rs.29.68 crores paid by the State Government together with interest thereon
upto the date of final judgement in time bound manner, in the event that the
matter is decided against the Company.
The Government of Rajasthan has granted 75% exemption from Sales Tax in
respect of Rabriyawas unit. However, the eligibility of exemption in excess of
25% has been contested by the State Government in a similar matter of another
Company and the matter is pending before the Honourable Supreme Court.
The Company has given an undertaking to the Government of Rajasthan that
the Company will deposit the differential amount of Sales Tax, in case the
Supreme Court’s decision goes against in the matter referred above. The
Company is contingently liable for Rs. 82.16 crores (previous year Rs. 57.18
crores) in this matter.
Writ petition filed by erstwhile ACEL against the order of Madhya Pradesh
State Mining Department demanding Rs. 4.76 crores towards payment of
additional royalty on limestone based on the ratio of 1.6 tonnes of limestone
to 1 tonne of cement produced at its factory in Chhattisgarh. The matter is
now pending before Honourable High Court at Bilaspur. The Company is
contingently liable for Rs.32.34 crores in this matter.
Estimated amount of Contracts remaining to be executed on Capital Account
and not provided for (net of advances) .............................................................
BLACK
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92
4.
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
Segment reporting :
The Company has only one business segment 'Cement' as primary segment.
The secondary segment is geographical, which is given as under:
(a)
Revenue
Sales (net of Excise Duty)
(b)
(c)
5.
Within India
........................................................................................
5,753.68
2,320.36
Outside India
........................................................................................
514.61
279.59
6,268.29
2,599.95
Other Income
Within India
........................................................................................
122.79
38.29
Outside India
........................................................................................
6.23
3.76
129.02
42.05
All the Assets of the Company, except the debtors and loans and advances
amounting to Rs. 28.76 crores (30.06.2005 - Rs. 0.50 crore), are within India.
Related Party Disclosures :
a)
List of Related Parties and relationships
Party
Relation
A.
Cement Ambuja International Ltd. ....................................
Ceylon Ambuja Cements (P) Ltd. ......................................
GACL Finance Ltd. ..........................................................
Subsidiary (Refer Note 30)
Subsidiary
Subsidiary (upto 30.01.2006)
GGL Hotel and Resorts Company Ltd. ..............................
Ambuja Housing & Urban Infrastructure Co. Ltd. ..............
Indo Nippon Special Cements Ltd. ...................................
Subsidiary (Refer Note 29)
DLF Gujarat Ltd. ..............................................................
– (Previous year Subsidiary Upto 24.03.2005)
B.
Midigama Cements (Private) Ltd. ......................................
Sub-subsidiary
C.
Ambuja Cement India Private Ltd. (Formerly .....................
Ambuja Cement India Ltd.)
Associate (Previous year Subsidiary upto 07.04.2005)
ACC Ltd. (Formerly The Associated ...................................
Cement Companies Ltd.)
Ambuja Cement Eastern Ltd. ............................................
Associate
Associate - merged with effect from 01.01.2006 -
Kakinada Cements Ltd. ....................................................
ICAN Securities & Research Ltd. .......................................
(Previous year Sub-subsidiary upto 07.04.2005)
Associate (Previous year Sub-subsidiary upto 07.04.2005)
Associate (upto 30.01.2006)
Bengal Ambuja Housing Development Ltd. .......................
Bengal Ambuja Metro Development Ltd. ...........................
Joint Venture (upto 30.01.2006)
D.
Key Management Personnel
Mr. N. S. Sekhsaria ..........................................................
Managing Director (upto 30.01.2006)
Mr. Anil Singhvi ...............................................................
Mr. P. N. Sekhsaria ...........................................................
Mr. A. L. Kapur ................................................................
Whole-time Director (Managing Director from 30.01.2006)
Whole-time Director (upto 30.01.2006)
Whole-time Director
Mr. P. B. Kulkarni .............................................................
Mr. N. P. Ghuwalewala .....................................................
Mr. B. L. Taparia ..............................................................
Whole-time Director
Whole-time Director
Whole-time Director and Company Secretary
Mr. H. V. Neotia ...............................................................
Managing Director - erstwhile
Ambuja Cement Eastern Ltd. (upto 31.03.2006)
President (Commercial) & Manager - erstwhile Ambuja Cement
Mr. S. N. Toshniwal ..........................................................
Eastern Ltd. (from 03.05.2006 to 05.12.2006)
E.
Relatives of Key Management Personnel
Mr. Ajay Kapur ................................................................
Mr. Milind Kulkarni ..........................................................
Son of Mr. A. L. Kapur
Son of Mr. P. B. Kulkarni
93
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BLUE
Party
F.
Relation
Enterprises over which significant influence exercised by
(A) Directors
Radha Madhav Investments Ltd. ...............................
Satyanarayan Sekhsaria Pvt. Ltd. ..............................
GACL Finance Ltd. ...................................................
(B)
Radha Krishna Bimalkumar Pvt. Ltd. .........................
Ambuja Housing & Urban Infrastructure Co. Ltd. .......
Pathfinder Advisors Pvt. Ltd. (Formerly .......................
Suryajyoti Finvest Pvt. Ltd.)
Relative of Key Management Personnel
Salaam Bombay Foundation ....................................
(C) Major Shareholders (with effect from 03.05.2006)
Holcim CTC Trading Co. ..........................................
Holcim Trading Pte Ltd. Thailand ..............................
Holcim Group Supports Ltd. .....................................
b)
Mr. N. S. Sekhsaria - Vice Chairman
(Managing Director till 30.01.2006)
Mr. Suresh Neotia - Chairman
Mr. Anil Singhvi - Whole-time Director
(Managing Director from 30.01.2006)
Mrs. Padmini Somani, daughter of Mr. N. S. Sekhsaria
is a Director of the Foundation
Fellow Subsidiary of Holderind Investments Ltd., Mauritius
Disclosures required for related parties transactions
Rs. in Crores
Transactions
I. Transactions
during the period
Purchase of Goods .............
Subsidiaries
Subsubsidiaries
Associates Joint Ventures
Enterprises over
which significant
influence
exercised by
Directors and
Key Management
Personnel
–
(Rs.24,803)
63.46
(0.40)
–
(–)
–
(–)
–
(–)
5.26
(–)
99.14
(51.95)
–
(–)
–
(–)
2.42
(–)
–
(0.03)
–
(0.07)
–
(–)
–
(–)
–
(–)
–
(0.29)
3.09
(0.17)
4.98
(–)
0.03
(–)
–
(–)
0.41
(0.09)
0.18
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
57.31
(–)
–
(-)
16.57
(–)
72.03
(–)
–
(–)
–
(–)
–
(–)
0.01
(–)
–
(–)
–
(–)
–
(–)
–
(–)
0.03
(0.07)
1.31
(0.87)
–
(1.62)
–
(–)
–
(–)
–
(0.56)
–
(–)
–
(–)
–
(–)
–
(–)
0.21
(0.10)
–
(–)
–
(–)
–
(–)
0.43
(0.29)
–
(–)
–
(–)
–
(–)
–
(–)
0.50
(0.50)
–
(–)
–
(–)
–
(–)
27.04
(11.77)
–
(–)
–
(–)
–
(–)
–
(–)
0.50
(0.23)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
Royalty received .................
4.52
(2.14)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
Other recoveries ................
–
(0.05)
1.54
(0.11)
–
(0.07)
–
(–)
0.02
(0.03)
0.22
(Rs. 9,000)
–
(0.05)
0.02
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
1.73
(–)
Purchase of Fixed Assets .....
Sale of Fixed Assets ............
Sale of Investments .............
Rendering of Services .........
Receiving of Services ..........
Interest Received
Interest Paid .......................
Investment written off .........
Remuneration ....................
Dividends received .............
Others ...............................
94
Relatives of
Key
Management
Personnel
–
(–)
Sale of Goods ....................
BLACK
Key
Management
Personnel
BLUE
94
Rs. in Crores
Transactions
Subsidiaries
Equity contribution .............
Subsubsidiaries
Associates Joint Ventures
Key
Management
Personnel
Relatives of
Key
Management
Personnel
Enterprises over
which significant
influence
exercised by
Directors and
Key Management
Personnel
10.00
(–)
0.72
(0.05)
–
(1.10)
–
(–)
–
(–)
–
(4.26)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
Loans taken Outstanding ....
–
(15.01)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
Loans given Outstanding ....
0.77
(0.05)
9.09
(0.52)
0.69
(0.14)
–
(–)
–
(–)
–
(–)
–
(8.69)
0.54
(–)
0.71
(Rs.27,500)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
11.28
(–)
1.12
(–)
Loans given .......................
Loans given repaid .............
II. Amounts Outstanding as
at Balance Sheet date
Amounts receivable ............
Amounts payable ...............
III. Notes :
1. Related Party relationship is as identified by the Company on the basis of available information.
2. A part of the Company's premises at New Mumbai was made available to Salaam Bombay Foundation, a NGO free of cost for a period of
five years. As the property was sold on 2nd June, 2006, said arrangement came to an end.
3. No amount has been written off or written back during the year in respect of debts due from or to related parties.
4. Figures for the previous year have been given in brackets.
Details of material related party transactions [included in b]
Rs. in Crores
Subsidiary / Sub-subsidiary
Ceylon Ambuja
Ambuja Housing
Cements & Urban
(P) Ltd.
Infrastructure
Co. Ltd.
Purchase
of Goods ..........
Sale of Goods ..
Sale of
Investments .......
Sale of
Fixed Assets ......
Royalty
received ...........
Equity
contribution ......
Investment
written off .........
Loans given
repaid ..............
Associate
Enterprises Over which significant influence is
exercised by Directors / Key Management personnel
Ambuja
Cement
Eastern
Ltd.
DLF
Gujarat
Ltd.
GACL
Finance
Ltd.
ACC
Ltd.
Radha
Madhav
Investments
Ltd.
Radha
SatyaKrishna narayan
Bimal- Sekhsaria
kumar Pvt. Ltd.
Pvt. Ltd.
GACL Pathfinder
Finance Advisors
Ltd. Pvt. Ltd.
(formerly
Suryajyoti
Finvest
Pvt. Ltd.)
Ambuja
Housing
& Urban
Infrastructure
Co. Ltd.
Holcim
CTC
Trading
Co.
–
(–)
99.14
(51.95)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
63.45
(–)
3.09
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
57.31
(–)
2.42
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
8.00
(–)
10.00
(–)
(–)
–
(–)
0.90
(–)
53.13
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
(–)
–
(–)
0.17
(–)
0.09
(–)
0.30
(–)
10.08
(–)
(–)
5.93
(–)
–
(–)
4.52
(2.14)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
10.00
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
(–)
–
(–)
–
(–)
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(1.62)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(4.26)
–
(–)
–
(1.10)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
–
(–)
95
BLACK
95
BLUE
6.
Derivative Instrument and Unhedged Foreign Currency Exposure
As at
31.12.2006
Amount
(In Million)
As at
30.06.2005
Amount
(In Million)
Cross currency swap
USD 100.00
USD 25.00
(B)
Unhedged Foreign Currency Exposure
1
ECB loan taken in JPY 11,082.80 million
(Previous year JPY 2,775 million) and swapped against USD ....................................
USD 100.00
USD 25.00
2
ECB loan ................................................................................................................
–
USD 87.20
3
Outstanding creditors for purchase of Raw Material & Spares ....................................
USD 2.87
USD 0.67
4
EURO 0.77
EURO 0.12
5
GBP 0.03
–
6
SEK 0.06
–
7
DKK 0.12
–
8
Outstanding creditors for expenses ..........................................................................
USD 0.12
USD 0.06
9
Outstanding creditors for expenses ..........................................................................
CHF 0.10
–
10
Outstanding debtors ...............................................................................................
USD 5.94
USD 0.27
S.No.
(A)
Nature
Forward Currency Swap Outstanding
1
7.
Purpose
ECB loan of JPY 11,082.80 million (Previous year JPY 2,775.00 million) swapped against USD ........................
The Company has following joint venture and its proportionate share in the Assets, Liabilities, Income and Expenditure of the joint venture of
the company is given below : (Refer Note 25)
(i)
Name of joint venture company
Bengal Ambuja
Bengal Ambuja
Housing
Metro
Development Ltd. Development Ltd.
(ii)
Percentage of holding ..........................................
–
Bengal Ambuja
Bengal Ambuja
Housing
Metro
Development Ltd. Development Ltd.
–
49.99%
Rs. in crores
Rs. in crores
Rs. in crores
Rs. in crores
(iii) Assets ..................................................................
–
–
45.01
11.64
(iv) Liabilities .............................................................
–
–
42.53
11.15
As at 31.12.2006
As at 30.06.2005
2005-2006
(18 Months)
(v)
49.99%
2004-2005
(12 Months)
Income * .............................................................
2.56
6.74
37.53
60.15
(vi) Expenditure * .......................................................
2.40
5.24
36.74
56.01
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
Profit attributable to Equity Shareholders for Basic EPS :
Profit after tax ..........................................................................................
Add: Profit of erstwhile ACEL upto 31st December, 2005 ............................
1,503.25
24.95
468.29
–
Profit attributable to Equity Shareholders for Diluted EPS ............................
1,528.20
1,528.20
468.29
468.29
* The Income & Expenditure figures are upto the date of cessation of the joint venture companies.
8.
Earning per Share (EPS) :
(i)
(ii)
BLACK
96
BLUE
96
2005-2006
(18 Months)
2004-2005
(12 Months)
Nos.
Nos.
Number of Equity Shares as on date of GACL ...........................................
1,458,296,460
1,347,605,055
Number of Equity Shares as on 31st December, 2005 of erstwhile ACEL .....
51,600,892
–
1,509,897,352
1,347,605,055
Number of Equity Shares as on date of GACL ...........................................
1,458,296,460
1,347,605,055
Number of Equity Shares as on 31st December, 2005 of erstwhile ACEL .....
51,600,892
–
(iii) Weighted average number of Equity Shares for Basic EPS
(iv) Weighted average number of Equity Shares for Diluted EPS
(v)
1,509,897,352
1,347,605,055
Add : Potential equity shares on exercise of option of ESOS ........................
4,338,919
3,892,824
Add : Potential equity shares on exercise of Rights and Warrants
kept in abeyance out of the Rights issue in 1992 ..............................
258,097
172,206
Weighted average number of shares for Diluted EPS ..................................
1,514,494,368
1,351,670,085
Rs.
Rs.
Nominal Value of Shares ..........................................................................
2.00
2.00
Basic ...............................................................................................
10.12
3.47
Diluted .............................................................................................
10.09
3.46
Rs. in Crores
Rs. in Crores
1,503.25
468.29
(vi) Earning per Share :
Rs. in Crores
9.
A)
Managerial Remuneration :
i)
Computation of Managing Directors', Whole-time Directors'
and Directors' Commission :
Profit as per Profit and Loss Account ..........................................................
Add : Managing Directors' Remuneration (including perquisite) ..................
16.65
5.31
Whole-time Directors' Remuneration (including perquisite) ..................
9.79
6.46
Managerial Remuneration of erstwhile ACEL
[Refer Note 2 (c) below] ....................................................................
0.55
–
Directors' Commission ......................................................................
1.11
0.48
Depreciation ....................................................................................
326.12
195.41
Investment written off ........................................................................
–
0.06
Compensation for settlement of claims relating to erstwhile Ambuja
Cement Rajasthan Limited (since merged with the Company) .............
3.00
–
Provision for Wealth Tax ....................................................................
0.38
0.27
Provision for Fringe Benefit Tax ..........................................................
5.28
0.75
Provision for Current Tax ...................................................................
330.00
39.12
Provision for Deferred Tax .................................................................
3.07
10.38
695.95
258.24
2,199.20
726.53
Less : Depreciation under Section 350 of the Companies Act, 1956 ...........
326.12
195.41
Excess of Sale price over the cost of assets sold ..................................
10.15
4.10
Profit on sale of Investment, net .........................................................
52.35
9.99
Profit on which Commission is payable .....................................................
Eligible Remuneration to the Managing and Whole-time Directors in terms
of Section 309 of the Companies Act, 1956, 10% on Rs. 1,810.58 crores
(previous year 10% on Rs. 517.03 crores) .................................................
388.62
209.50
1,810.58
517.03
181.06
51.70
Less : Managerial Remuneration (excluding commission) ...........................
6.61
3.84
Balance available for payment of Commission ..........................................
174.45
47.86
97
BLACK
97
BLUE
Rs. in Crores
ii)
Commission
a) Commission to be paid to the Managing Directors as determined
by Board of Directors ........................................................................
b) Commission to be paid to Whole-time Directors as decided by the
Compensation and Remuneration committee of Directors ...................
c)
B)
Commission to other Directors :
Eligible Commission to other Directors in terms of Section 309 of the
Companies Act, 1956, Rs. 18.11 Crores (1% of Rs. 1,810.58 crores)
[previous year 5.17 crores (1% on Rs. 517.03 crores)]
Commission to be paid as determined by the Board of Directors ........
The Profit & Loss Account includes payments to and provisions for
Managerial remuneration as under :
Salaries & Allowances ..............................................................................
Commission to the Managing & Whole-time Directors ...............................
Contribution to Provident & Other Funds ...................................................
Perquisites (including estimated monetary Value Rs. 1.05 crores;
Previous year - Rs. 0.39 crore) ..................................................................
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
15.03
4.68
5.35
3.25
20.38
7.93
1.11
0.48
21.49
8.41
5.16
20.38
1.19
2.87
7.93
0.70
1.31
0.66
28.04
12.16
Notes :
1) Remuneration includes gratuity to the extent of contribution and leave
encashment on payment basis.
2) The above remuneration includes :
a)
Remuneration to Mr. N. S. Sekhsaria as Managing Director and Mr. Pulkit
Sekhsaria as Whole-time Director pertaining to the period upto
30th January, 2006.
b)
Remuneration to Mr. Anil Singhvi pertaining to the period upto 29th
January, 2006 is as a Whole-time Director, whereas w.e.f. 30th January,
2006 as Managing Director which is subject to approval of members.
c)
Remuneration paid by erstwhile ACEL to Mr. Harshvardhan Neotia as
Managing Director for the period from 1st January, 2006 to 31st March,
2006 and Mr. S. N. Toshniwal as Manager appointed under Companies
Act, 1956 for the period from 3rd May, 2006 to 5th December, 2006.
10. Deferred Tax Provision :
(a)
Break-up of Deferred Tax Assets and Liabilities is as under :
Deferred Tax Liabilities, on account of :
Depreciation ............................................................................................
395.72
386.49
Deferred Revenue Expenditure ..................................................................
0.43
1.23
TOTAL .......................................................
396.15
387.72
Unencashed Leave ...................................................................................
6.34
2.54
Others .....................................................................................................
5.95
4.09
Deferred Tax Assets, on account of :
TOTAL .......................................................
12.29
6.63
Net Deferred Tax (Assets) / Liabilities* .......................................................
383.86
381.09
* After adjusting net deferred tax assets of erstwhile ACEL taken over on
amalgamation Rs. 0.30 crore.
(b)
Pursuant to amalgamation of erstwhile ACEL, the Company has reviewed the
unrecognised deferred tax asset of erstwhile ACEL as at the balance sheet date.
However, no incremental deferred tax asset is recognised other than already
recorded by erstwhile ACEL in its books of accounts, since the incremental
brought forward loss giving rise to recognition of deferred tax asset, has been
fully absorbed during the current period itself.
BLACK
98
BLUE
98
2005-2006
(18 Months)
Rs in Crores
2004-2005
(12 Months)
Rs in Crores
11. Payment to Auditors :
(a)
Statutory Auditors
(i)
As Auditors ..........................................................................................................
0.75
0.45
(ii)
Audit of financial statements as per
International Financial Reporting Standard ............................................................
0.70
–
Certification Work .........................................................................................
0.61
0.30
(iv) For Expenses ........................................................................................................
0.15
0.06
2.21
0.81
0.02
(iii) In other capacity
–
(b)
Cost Auditors
(i)
As Auditors ..........................................................................................................
0.04
(ii)
For Expenses - (Previous Year - Rs. 41,871) ............................................................
0.01
0.05
2005-2006
(18 Months)
MT
Rs. in Crores
0.02
2004-2005
(12 Months)
MT
Rs. in Crores
12. Licensed & Installed Capacity, Production, Stocks and Turnover:
Class of Goods - Cement
(i)
Licensed Capacity (see Note "a")
(ii)
Installed Capacity (see Note "b") * ................................... 16,300,000
13,300,000
(iii) Production (excluding Trial Run Production of Nil MT;
Previous Year 5763 MT) .................................................. 22,632,976
12,804,026
(iv) Stocks :
(v)
Opening ........................................................................
234,838
35.58
173,849
23.95
Transferred on amalgamation from erstwhile ACEL ..........
38,883
8.08
–
–
Closing .........................................................................
214,264
38.55
234,838
35.58
Cement (including Trial Run stock of Nil MT;
Previous Year 829 MT) .................................................... 22,602,163
7,010.47
12,719,243
3,023.52
Turnover (see Note "c")
Clinker ..........................................................................
–
2.32
7,010.47
(vi) Shortages, Samples and Handling Loss, etc. ....................
11,925
3,025.84
2,031
* Represents Annual Capacity
Notes:
(a)
The Company's product is exempt from Licensing
requirements under New Industrial Policy in terms of
Notification No. S.O.477(E) dated 25th July, 1991.
(b)
As certified by the management and, being a technical
matter, accepted by the Auditors.
(c)
(i)
(ii)
Excludes Self Consumption for
Capital and Revenue jobs .......................................
78,345
10.82
22,592
2.53
Excludes Trial Run production ..................................
–
–
4,934
-
99
BLACK
99
BLUE
2005-2006
(18 Months)
MT
Rs. in Crores
2004-2005
(12 Months)
MT
Rs. in Crores
13. Raw Materials consumed :
(i)
Limestone and clay
Raised by the Company .................................................. 23,999,733
15,350,384
Purchased ......................................................................
234,376
5.92
183,026
4.26
Transportation and Handling Charges ............................
–
37.18
–
31.65
Gypsum ........................................................................
1,215,069
134.02
634,832
45.94
(iii) Silica .............................................................................
346,051
12.46
197,263
5.48
(iv) Iron ore .........................................................................
89,385
5.38
66,483
3.25
Clinker Purchased ..........................................................
239,056
52.42
70,883
10.57
(vi) Fly Ash ..........................................................................
4,102,499
105.49
1,309,446
21.93
(ii)
(v)
(vii) Others ...........................................................................
30.39
11.72
TOTAL .......................................
383.26
134.80
14. (a)
(b)
Rs in Crores
Percentage
Rs in Crores
Percentage
(i)
Imported ................................................................
19.39
5.06
–
–
(ii)
Indigenous .............................................................
363.87
94.94
134.80
100.00
TOTAL .......................................
383.26
100.00
134.80
100.00
(i)
Imported ................................................................
45.85
36.66
19.38
33.92
(ii)
Indigenous .............................................................
79.22
63.34
37.76
66.08
TOTAL .......................................
125.07
100.00
57.14
100.00
2005-2006
(18 Months)
Rs in Crores
2004-2005
(12 Months)
Rs in Crores
Spares Consumed :
15. CIF Value of imports
(i)
Raw Materials ...................................................................................................................
17.52
2.58
(ii)
Spares ..............................................................................................................................
46.27
22.04
(iii) Capital Goods ..................................................................................................................
34.80
2.14
16. Expenditure in Foreign currency :
(i)
Technical Fees (Net of tax) (Capitalised Rs. 0.37 crore; Previous Year Rs. Nil) ........................
1.78
0.54
(ii)
Interest & Finance Charges (Capitalised Rs. 8.28 crores; Previous Year Rs. 0.67 crore) .........
50.66
22.98
(iii) Travelling Expenses ...........................................................................................................
0.78
0.80
(iv) Ship Charter Hire, Port Dues, etc. .......................................................................................
4.61
12.45
(v)
Consultancy Charges ........................................................................................................
0.08
–
(vi) Other Matters ...................................................................................................................
2.61
1.66
BLACK
100
BLUE
100
2005-2006
(18 Months)
Rs in Crores
2004-2005
(12 Months)
Rs in Crores
No. of shareholders ..........................................................................................................
165
115
No. of Equity Shares ..........................................................................................................
62,538,238
8,172,324
Amount remitted, net of tax (Rs. in crores) ..........................................................................
3.75
2.45
Year to which it pertains ....................................................................................................
2004-2005
2003-2004
333
417
201,875,206
8,347,485
20.19
5.01
Period to which it pertains ..................................................................................................
2005-2006
2004-2005
322
–
201,977,639
–
30.30
–
Period to which it pertains ..................................................................................................
2005-2006
–
17. Remittances in Foreign Currency :
On account of dividend to non-resident shareholders
Final Dividend
First Interim Dividend
Second Interim Dividend
18. Earnings in Foreign Exchange
(i)
F.O.B. Value of Exports ......................................................................................................
514.61
268.44
(ii)
Royalty .............................................................................................................................
4.52
2.14
(iii) Other Income ...................................................................................................................
1.71
1.67
514.61
279.59
Opening Provision ....................................................................................................................
5.22
–
Add : Provision during the period ..............................................................................................
1.73
8.67
Add : Transferred on amalgamation from erstwhile ACEL ...........................................................
2.55
–
9.50
8.67
1.13
3.45
8.37
5.22
19. Total Exports during the period Exports in foreign currency (including freight Rs. Nil; Previous Year Rs. 11.15 crores) ....................
20. Movement of provisions during the period as required under Accounting Standard - 29
Mines Reclamation Expenditure :
Less : Utilisation during the period .............................................................................................
Less : Reversal during the period ...............................................................................................
1.35
–
Closing Provision ......................................................................................................................
7.02
5.22
Mine reclamation expenditure is incurred on an ongoing basis and until the closure of the mine.
The actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.
101
BLACK
101
BLUE
21. Employee Stock Option Schemes :
The Company has granted 52,82,250 (30.06.2005 - 44,09,175) Stock Options to its employees (including certain employees of the subsidiary
companies) and Whole-time Directors (other than those excluded under the SEBI guidelines on Stock Options). Out of the above Stock Options,
3,75,575 (30.06.2005 - 3,50,600) have been surrendered/lapsed and 36,06,750 (30.06.2005 - 20,70,080) have been exercised. 12,99,925
(30.06.2005 - 19,88,495) Stock Options are outstanding as on 31st December, 2006, which if fully exercised will result in issue of 82,16,938
of Rs. 2/- each (30.06.2005 - 1,49,13,713) Equity Shares. The amount of Rs. 1.09 crores (30.06.2005 - Rs. 0.03 crore) represents the discount
on the above said options outstanding.
22. Change in accounting policy :
During the period, the method of determining the cost for valuation of inventories has been changed from FIFO to Weighted Average Basis.
Consequently, the inventories as at 31st December, 2006 and profit before tax for the period is lower by Rs. 5.87 crores.
23
Disclosure of Sundry Creditors under Current Liabilities is based on the information available with the Company regarding the status of the
suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amount overdue as on 31st December, 2006,
to Micro, Small and Medium Enterprises on account of principal amount together with interest, aggregate to Rs. Nil (Previous Year - Rs. Nil).
24
The Company has a Put and Call Option Agreement with Holcim Mauritius with respect to its existing shareholding in Ambuja Cement India
Private Limited. As per this agreement, the Company has a right to put all or part of the shares held by it to Holcim Mauritius on or anytime after
30th June, 2005. The consideration for the existing shareholding of 33% based on the price as per the aforesaid Agreement is Rs. 1,444.91
crores as on 31st December, 2006. The said consideration will be revised upward on 1st January each year upto 1st January, 2008. In terms
of this agreement, as on 1st January, 2007, the consideration is Rs. 1,553.63 crores. Holcim Mauritius has the right to call the shares not put
by the Company on or anytime after 1st January, 2008.
25. The Company has sold its shareholding on 30th January, 2006 in certain subsidiaries, joint ventures and an associate engaged in non core
business. Accordingly, GGL Hotel and Resort Company Limited, GACL Finance Limited and Ambuja Housing and Urban Infrastructure Company
Limited have ceased to be subsidiaries, Bengal Ambuja Housing Development Limited and Bengal Ambuja Metro Development Limited have
ceased to be joint ventures and ICAN Securities & Research Limited has ceased to be an associate of the Company.
26. The Company has, in computing the tax provision, considered sales tax incentives for certain units as capital receipt not liable to tax, based on
expert advice obtained and favourable decision of the Income-tax Appellate Tribunal in the case of erstwhile Ambuja Cement Eastern Limited
(since merged with the Company). The impact on the provision for tax for the current period is Rs. 201.78 crores.
27. Manufacturing expenses include excise duty paid by the Company on clinker consumed for manufacture of cement exempt from excise duty
under notification No. 50/2003 amounting to Rs. 54.68 crores including Rs.11.32 crores pertaining to previous year. The Company has filed
a writ petition in the Supreme Court of India against the demand raised.
28. Amalgamation of Ambuja Cement Eastern Limited (ACEL):
(a)
Pursuant to the Scheme of Amalgamation sanctioned by the Honourable High Court at Bilaspur on 13th November, 2006 and Honourable
High Court at Ahmedabad on 21st November, 2006, the entire business and all assets and liabilities of erstwhile Ambuja Cement Eastern
Ltd. ('ACEL'), a Company engaged in cement manufacturing, has with effect from 1st January, 2006, stood transferred and vest in the
Company. Accordingly, the said assets, liabilities and transactions have been incorporated in these financial statements.
(b)
The amalgamation has been accounted for under the “pooling of interest” method as prescribed by the Accounting Standard AS-14
“Accounting for Amalgamations” issued by the Institute of Chartered Accountants of India. Accordingly, the accounting treatment has been
given as under :
(i)
The assets and liabilities as at 1st January, 2006 have been incorporated in the financial statements of the Company at their carrying
values in the books of erstwhile ACEL. Further, in terms of the Scheme of Amalgamation, an amount of Rs. 1.02 crores has been
adjusted to General Reserve on alignment of accounting policies.
(ii)
Amount of stamp duty payable on amalgamation has been apportioned on properties transferred to the Company.
(iii) In terms of the Scheme of Amalgamation, the Company has acquired net assets having Book Value of Rs. 280.34 crores.
(iv) Capital Reserve appearing in the books of ACEL amounting to Rs 0.25 crore has been credited to Capital Reserve Account of the
Company.
(v)
Securities Premium appearing in the books of ACEL amounting to Rs.16.50 crores has been credited to Securities Premium Account
of the Company.
(vi) Credit balance in the Profit and Loss Account of ACEL amounting to Rs.71.31 crores as at 1st January, 2006 has been credited to
Profit and Loss Account of the Company.
(vii) Shareholders holding 192,451,695 Shares of Rs.10/- each fully paid up in ACEL have been allotted four equity shares of Rs.2/- each
fully paid up of Gujarat Ambuja Cements Ltd. for every five equity shares of erstwhile ACEL and the difference of Rs.161.95 crores
between the amount of such shares issued and the share capital held by such shareholders is credited to Securities Premium Account.
(viii) Equity Shares Forfeited Account appearing in the books of ACEL amounting to Rs. 0.85 crores has been credited to Securities Premium
Account of the Company.
BLACK
102
BLUE
102
29. The members and the creditors of the Company have approved the amalgamation of Indo Nippon Special Cements Limited with the Company
with effect from 1st July, 2005, in terms of the scheme of amalgamation, which is subject to approval of the Honourable High Court of Gujarat.
Pending such approval, no effect of the proposed amalgamation has been given in the financial statements.
30. The Company's subsidiary Cement Ambuja International Limited ('CAIL'), Mauritius has initiated the voluntary winding up proceedings under
the Company Act, 2001, Mauritius and has repaid the outstanding paid up capital and accumulated reserves to the Company during December,
2006. CAIL is in the process of seeking necessary regulatory approvals to complete the liquidation, pending which the Company continues to
be a member of CAIL.
31. During the period, the Company noticed a misappropriation of funds amounting to Rs. 0.13 crore by some employees of a unit from its bank
accounts maintained in a remote location against which Rs. 0.01 crore has since been recovered. The Company is in process of recovering the
balance amount.
32. Capital Work in Progress includes (a) Machinery in transit - Rs.4.07 crores (30.06.2005 - Rs. Nil); (b) expenditure during construction for project
- Rs. 28.85 Crores (30.06.2005 - Rs. 0.82 Crore).
33. Disclosure in respect of Loans and Advances in the nature of Loans pursuant to Clause 32 of the Listing Agreement :
As at 31.12.2006
Outstanding
balance
(A)
Outstanding
balance
Rs. in Crores
Maximum
balance
during the year
Rs. in Crores
Rs in Crores
Maximum
balance
during the year
Rs in Crores
Ambuja Cement Eastern Limited .............................
(merged with effect from 1st January, 2006)
–
–
8.69
12.29
Indo Nippon Special Cements Limited .....................
0.77
0.77
0.05
0.05
–
8.90
–
–
–
–
–
-
Loans and Advances in the nature of loans given
to Subsidiaries and Associates, etc.
(i)
(ii)
Loans to Subsidiaries :
Loans to Associates :
Ambuja Cement Eastern Limited .............................
(merged with effect from 1st January, 2006)
(B)
As at 30.06.2005
Investment by loanee in the shares of the
Company and its Subsidiary Companies .........................
34. The Company has changed its accounting period to end at 31st December every year. Accordingly, accounts for the current period are for
eighteen months period ended 31st December, 2006. Figures for the current period includes figures for the erstwhile ACEL for the period from
1st January, 2006 to 31st December, 2006. Hence, the current period figures are not comparable with those of the previous year.
35. Figures less than Rs. 50,000/- have been shown at actuals, wherever statutorily required to be disclosed, as the figures have been rounded off
to the nearest lac.
36. Figures of the previous year have been regrouped wherever necessary.
Signatures to Schedules 'A' to 'T'
DALAL & SHAH
B. R. Shah
Partner
Membership No. 5806
Sudhir Soni
Partner
B. L. Taparia
Company Secretary
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
103
BLACK
103
BLUE
BALANCE SHEET ABSTRACT AND COMPANY’S
GENERAL BUSINESS PROFILE
I.
Registration Details
Registration No.
Balance Sheet Date
II.
4717
04
31.12.2006
Capital Raised during the Year (Amount in Rs. Thousand)
Public Issue
–
Right Issue (Abeyance Cases)
6
Bonus Issue
–
Private Placement
–
On Amalgamation
III.
State Code
307,923
ESOS
21,963
Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousand)
Total Liabilities
47,409,634
Total Assets
47,409,634
Reserves & Surplus
31,872,079
Sources of Funds
Paid-up Capital
3,033,657
Share Application Money
527
Employee Stock Option Outstanding
Unsecured Loans
5,476,081
10,889
Secured Loans
3,177,778
Deferred Tax Liabilities
3,838,622
Application of Funds
Net Fixed Assets
Net Current Assets
31,241,025
4,760,291
Accumulated Losses
IV.
11,331,235
Misc. Expenditure
77,082
–
Performance of Company (Amount in Rs. Thousand)
Turnover (Net of Excise duty)
62,682,853
Total Expenditure
45,403,522
Profit before tax
18,416,002
Profit after Tax
15,032,464
Earning per Share in Rs.
V.
Investments
10.12
Dividend Rate %
165%
Generic Name of Principal Product of the Company
Item Code No.
Product Description
2,523
Portland Cement
B. L. Taparia
Company Secretary
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
BLACK
104
BLUE
104
Anil Singhvi
Managing Director
AUDITORS' REPORT
TO THE BOARD OF DIRECTORS, GUJARAT AMBUJA CEMENTS LIMITED
ON THE CONSOLIDATED FINANCIAL STATEMENTS
1.
2.
3.
4.
We have audited the attached consolidated Balance
Sheet of Gujarat Ambuja Cements Limited and its
subsidiaries, ('the Group'), as at 31st December, 2006,
and also the consolidated Profit and Loss Account
and the consolidated Cash Flow Statement for the
eighteen month period ended on that date annexed
thereto. These financial statements are the
responsibility of the Gujarat Ambuja Cements
Limited's management and have been prepared by
the management on the basis of separate financial
statements and other financial information regarding
components. Our responsibility is to express an
opinion on these financial statements based on our
audit.
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.
The financial statements and other financial
information of certain subsidiaries and joint ventures
which reflect total assets of Rs. 19.64 crores as at
31st December, 2006, total revenues of Rs. 240.69
crores and the related Cash Flows for the eighteen
month period then ended have been audited/reviewed
by other auditors whose reports have been furnished
to us, and our opinion is based solely on the reports
of other auditors.
We report that the consolidated financial statements
have been prepared by the Gujarat Ambuja Cements
Limited's management in accordance with the
requirements of Accounting Standards (AS) 21,
Consolidated Financial Statements, Accounting
Standards (AS) 23, Accounting for Investments in
Associates in Consolidated Financial Statements and
Accounting Standard (AS) 27, Financial Reporting
of Interests in Joint Ventures issued by the Institute
of Chartered Accountants of India.
5.
Based on our audit and on consideration of reports
of other auditors on separate financial statements
and on the other financial information of the
components, and to the best of our information and
according to the explanations given to us, we are of
the opinion that the attached consolidated financial
statements give a true and fair view in conformity
with the accounting principles generally accepted
in India:
a)
in the case of the consolidated Balance Sheet,
of the state of affairs of the Group as at 31st
December, 2006;
b) in the case of the consolidated Profit and Loss
Account, of the profit for the eighteen month
period ended on that date; and
c)
in the case of the consolidated Cash Flow
Statement, of the cash flows for the eighteen
month period ended on that date.
For DALAL & SHAH
B. R. Shah
Sudhir Soni
Partner
Partner
February 2, 2007
February 2, 2007
105
BLACK
105
BLUE
CONSOLIDATED BALANCE SHEET
as at 31st December, 2006
Schedule
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
SOURCES OF FUNDS
Shareholders' Funds
Share Capital ...................................................................
Share Application Money, pending allotment ......................
Employee Stock Option Outstanding (Refer Note 8) ............
Reserves and Surplus ........................................................
Minority Interest ........................................................................
Loan Funds
Secured Loans ..................................................................
Unsecured Loans ..............................................................
A
303.37
0.05
1.09
3,597.27
B
270.38
–
0.03
2,130.85
3,901.78
0.42
C
D
317.77
547.61
598.19
563.11
865.38
Deferred Tax Liability, net (Refer Note 7) .....................................
Share of Joint Venture ...............................................................
383.86
–
TOTAL ........................................
2,401.26
7.78
1,161.30
381.07
0.07
383.86
381.14
5,151.44
3,951.48
APPLICATION OF FUNDS
Fixed Assets ...........................................................................
Gross Block ......................................................................
Less: Depreciation .............................................................
E
4,559.18
2,055.15
3,801.49
1,479.22
Net Block ..........................................................................
Capital Work in Progress (Refer Note10) ............................
2,504.03
542.36
2,322.27
76.26
Advances against capital expenditure .................................
3,046.39
93.16
2,398.53
43.30
Investments ............................................................................
Current Assets, Loans and Advances
Inventories ........................................................................
Sundry Debtors .................................................................
Cash and Bank Balances ...................................................
Other Current Assets .........................................................
Loans and Advances .........................................................
Less: Current Liabilities and Provisions .........................
Liabilities ..................................................................
Provisions .................................................................
3,139.55
1,530.07
F
G
H
I
J
K
415.73
82.58
379.47
5.76
295.31
353.38
48.20
99.28
3.57
141.27
1,178.85
645.70
536.06
168.68
336.40
110.14
L
704.74
Net Current Assets ................................................................
Miscellaneous Expenditure
(to the extent not written off or adjusted) .....................................
446.54
474.11
M
TOTAL ........................................
2,441.83
1,300.77
199.16
7.71
9.72
5,151.44
3,951.48
T
DALAL & SHAH
B. R. Shah
Partner
Sudhir Soni
Partner
B. L. Taparia
Whole-time Director & Company Secretary
M. L. Bhakta
R. R. Darak
BLACK
106
BLUE
Suresh Neotia
Chairman
106
Anil Singhvi
Managing Director
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Schedule
INCOME
Rs. in Crores
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
Sales/Operating Income
Sales ...............................................................................
Sales- Share in Joint Venture .............................................
7,121.03
6.28
3,454.78
86.56
Less: Excise duty ................................................................
7,127.31
742.18
3,541.34
476.64
Services ............................................................................
6,385.13
8.00
3,064.70
14.92
Other Income ...........................................................................
EXPENDITURE
Manufacturing and Operating Expenses .....................................
Variation in Stocks .....................................................................
Employees' Cost ........................................................................
Administrative, Selling and Other Expenses ................................
Interest and Finance Charges, (net) ............................................
Depreciation and Amortization ..................................................
Depreciation- Share in Joint Venture ..........................................
N
O
P
Q
R
S
Less: Self consumption of Cement
(net of excise duty Rs. 3.09 crores : 30.06.2005 - Rs. 0.91 crores)
6,393.13
95.70
3,079.62
94.68
6,488.83
3,174.30
2,544.24
(0.81)
238.90
1,486.82
80.15
327.84
0.11
1,421.09
42.38
123.31
680.15
90.21
219.33
0.19
4,677.25
2,576.66
10.82
2.53
4,666.43
2,574.13
Profit before Tax and share of profit in Associates ........................
Share of profit of Associates .......................................................
1,822.40
182.09
600.17
17.92
Profit before Tax ........................................................................
Provision For Taxation
–
Current Tax .......................................................................
–
MAT Credit entitlement ......................................................
2,004.49
618.09
392.46
(62.00)
45.45
–
–
–
–
–
–
–
330.46
0.60
–
3.07
(0.01)
5.30
0.01
45.45
3.02
2.36
31.50
0.06
0.75
–
Current Tax- Share in Joint Venture ....................................
Income Tax for earlier year ................................................
Deferred Tax (Refer Note 7) ...............................................
Deferred Tax -Share in Joint Venture ..................................
Fringe Benefit Tax ..............................................................
Fringe Benefit Tax - Share in Joint Venture ..........................
Net Profit before Minority Interest ...............................................
Less: Minority Interest for the year ..............................................
Net Profit ...............................................................................
Balance as per last Account .......................................................
Balance of Profit and Loss of Joint Venture ..................................
Credit balance of Profit and Loss Account as on
1st January, 2006 of erstwhile ACEL (Refer Note 14) ...................
Transferred from Debenture Redemption Reserve ........................
Transferred to Debenture Redemption Reserve ............................
Transferred from Exchange Fluctuation reserve on
cessation of subsidiary ...............................................................
Transfer to Reserve Fund in terms of Sec. 45IC(1) ........................
Transferred to General Reserve ..................................................
Transferred to General Reserve- Share in Joint Venture ................
Dividend on Cumulative Preference Shares .................................
Interim Dividend on Equity Shares ..............................................
339.89
47.67
Proposed Final Dividend on Equity Shares ..................................
121.35
17.02
Balance carried to Balance Sheet ...............................................
Notes forming part of the Accounts ............................................
Earnings Per Share-in Rs. (Refer Note 6)
Basic ........................................................................
Diluted .....................................................................
339.43
83.14
1,665.06
0.37
1,664.69
233.46
13.32
534.95
16.86
518.09
154.03
10.01
71.31
72.05
–
–
31.25
25.00
1.95
–
1,000.00
–
0.26
–
0.20
225.00
0.25
0.45
108.05
15.16
387.56
123.21
81.11
11.38
138.37
92.49
530.59
246.78
11.19
11.15
3.84
3.83
T
DALAL & SHAH
B. R. Shah
Partner
Sudhir Soni
Partner
B. L. Taparia
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
107
BLACK
107
BLUE
CONSOLIDATED CASH FLOW STATEMENT
Rs. in Crores
A)
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
2,004.49
618.09
CASH FLOW FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX ...................................................................................
Adjustment for :
Depreciation & Amortization ................................................................
327.95
219.52
Surplus on sale of assets ......................................................................
(13.70)
(5.26)
Loss on assets discarded/sold ..............................................................
12.10
5.01
Abandoned Capital Project ..................................................................
2.40
1.29
Part of deferred revenue expenditure, written off ...................................
1.07
3.16
Provision for Diminution in value of Investment write back .....................
–
(1.62)
Investment written off ..........................................................................
–
1.68
Profit on sale of investments .................................................................
(35.61)
(11.77)
Share of Joint venture in profit on sale of investments ...........................
(0.02)
(0.56)
Interest and Finance Charges ..............................................................
80.15
90.21
Exchange rate difference .....................................................................
15.03
(32.46)
Dividend received ...............................................................................
(4.10)
(11.83)
Share of Joint venture in dividend received ...........................................
(0.49)
(0.32)
Bad Debts, Sundry Debit Balance Claims Written off .............................
6.67
0.74
Provision for Doubtful debts and advances (net) ....................................
–
(0.28)
Provision for wealth tax ........................................................................
0.38
0.27
Provision for Doubtful Advances ...........................................................
0.05
0.04
Advertisement Expenditure written off earlier now written back ...............
–
(1.15)
Share in Associate ...............................................................................
(182.09)
(17.92)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES .......................
209.79
238.75
2,214.28
856.84
Adjustment for :
Trade and other receivables .................................................................
(21.10)
(26.38)
Inventories ..........................................................................................
10.84
(16.34)
Trade Payables ....................................................................................
101.96
CASH GENERATED FROM OPERATIONS .....................................................
(74.11)
2,305.98
782.73
Direct Taxes paid .................................................................................
(451.97)
(48.41)
Miscellaneous Expenditure ...................................................................
(2.36)
(4.93)
Exchange rate difference .....................................................................
(10.71)
NET CASH FROM OPERATING ACTIVITIES ...................................................
B)
(31.39)
91.70
(0.08)
(465.04)
(53.42)
1,840.94
729.31
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets ..............................................................................
(796.64)
(257.45)
Sale of Fixed Assets .....................................................................................
102.32
6.74
Investments (Net) ........................................................................................
(14.77)
(69.77)
Disposal of Subsidiaries / Joint ventures .......................................................
71.14
–
Liquidation of a Subsidiary ..........................................................................
11.02
–
Loans & Advances (Net) ..............................................................................
0.58
(0.31)
Interest received ..........................................................................................
32.66
9.69
Dividend and Income from Units received ....................................................
4.59
12.15
NET CASH USED IN INVESTING ACTIVITIES ................................................
Carried forward ..................................
BLACK
108
BLUE
108
(589.10)
(298.95)
1,251.84
430.36
Rs. in Crores
CASH FLOW STATEMENT (Contd.)
Brought forward ..................................
C)
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
1,251.84
430.36
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of Share Capital including Share premium ....................
48.08
15.25
Interest and Finance Charges paid ..............................................................
(88.68)
(102.06)
Swap interest (net) ......................................................................................
(29.98)
(2.46)
Premium on redemption of Debentures and Shares Issue expenses ...............
–
(2.84)
Proceeds from borrowings ...........................................................................
816.15
381.59
Repayment of borrowings ............................................................................
(1,230.27)
(525.95)
Exchange rate difference on borrowings ......................................................
(3.95)
3.25
Unclaimed sale proceeds of the odd lot shares of erstwhile
Ambuja Cement Rajasthan Ltd. ...................................................................
(0.59)
3.73
Subsidy received .........................................................................................
0.30
–
Dividend paid (including dividend distribution tax) ........................................
(478.35)
(182.74)
NET CASH USED IN FINANCING ACTIVITIES ...............................................
(967.29)
(412.23)
NET INCREASE IN CASH AND CASH EQUIVALENTS ....................................
284.55
18.13
CASH AND CASH EQUIVALENTS As At 01.07.2005 (Schedule I)
Ear marked for specific purpose ...........................................................
10.64
Other Balances ...................................................................................
87.24
5.88
127.31
97.88
133.19
Share in Joint Venture .................................................................................
1.40
0.86
Less :Adjustment on cessation of subsidiary ..................................................
(15.78)
(52.90)
83.50
81.15
11.42
–
CASH AND CASH EQUIVALENTS As At 01.07.2005 -
Add: CASH AND BANK BALANCES TAKEN OVER ON
AMALGAMATION WITH ERSTWHILE ACEL ...........................................
CASH AND CASH EQUIVALENTS As At 31.12.2006 (Schedule I)
Ear marked for specific purpose ...........................................................
13.55
10.64
Other Balances ...................................................................................
365.92
87.24
379.47
97.88
–
1.40
CASH AND CASH EQUIVALENTS As At 31.12.2006 Share in Joint Venture .................................................................................
DALAL & SHAH
B. R. Shah
Partner
Sudhir Soni
Partner
B. L. Taparia
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
109
BLACK
109
BLUE
SCHEDULES ‘A’ TO ‘T’
annexed to and forming part of the Consolidated Balance Sheet as at and
Consolidated Profit and Loss Account for the eighteen months period ended 31st December, 2006.
Rs. in Crores
SCHEDULE ‘A’ – SHARE CAPITAL
Authorised :
250,00,00,000 Equity Shares of Rs. 2 each ............................................................
15,00,00,000 Preference Shares of Rs. 10 each ...................................................
As at
31.12.2006
Rs. in Crores
500.00
150.00
Issued :
151,71,64,110 (1,35,22,21,143) Equity Shares of Rs. 2 each fully paid up .............
As at
30.06.2005
Rs. in Crores
500.00
150.00
650.00
650.00
303.43
270.44
Subscribed :
151,68,28,590 (1,35,18,82,623) Equity Shares of Rs. 2 each fully paid up. ............
303.37
270.38
TOTAL .......................................................
303.37
270.38
Notes :
1) Out of above Equity Shares :
a) 97,31,57,405 Equity Shares of Rs. 2 each have been issued as fully paid up
Bonus Shares by way of capitalisation of Securities Premium Account and Capital
Redemption Reserve Account.
b) 2,47,14,990 (2,47,13,490) Equity Shares of Rs. 2 each fully paid up have
been issued against exercise of Tradable Warrants attached to 18.5% Secured
Redeemable Non-Convertible Debentures.
c)
1,33,12,370 Equity Shares of Rs. 2 each fully paid up have been allotted to
the shareholders of the amalgamating company Ambuja Cement Rajasthan
Limited pursuant to the scheme of amalgamation as approved by the Board of
Industrial and Financial Reconstruction (BIFR) without payment being received
in cash.
d) During the year, the Company has issued 15,39,61,356 Equity Shares of
Rs. 2 each fully paid up to the shareholders of the amalgamating company
Ambuja Cement Eastern Limited (ACEL) without payment being received in
cash. (Refer Note 14)
2) Outstanding Employee Stock Option exercisable into 82,16,938 (1,49,13,713) Equity
Shares of Rs. 2 each fully paid up. (Refer Note 8)
SCHEDULE ‘B’ – RESERVES AND SURPLUS
Subsidies :
(a) Cash Subsidies from Government and other authorities :
As per last Account .....................................................................................
Additions during the year ............................................................................
1.53
0.30
1.53
–
(b)
1.83
0.12
1.53
0.12
Grant-in-aid Subsidy from DANIDA .............................................................
1.95
Capital Reserve :
(a) As per last Account .....................................................................................
Add : Company's share of increase in reserve of associate ............................
Add: Transferred on amalgamation of erstwhile ACEL (Refer Note 14) ...........
(b)
Capital Reserve on Consolidation
Less: Transferred to General Reserve on sale of subsidiary ............................
130.46
1.64
0.25
130.46
–
–
132.35
130.46
0.03
0.03
0.03
–
–
132.35
Capital Redemption Reserve Account :
Less: Capitalised - Issue of Bonus Shares .....................................................
9.93
–
Carried forward .............................
BLACK
110
BLUE
110
1.65
0.03
130.49
100.00
90.07
9.93
9.93
144.23
142.07
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
144.23
142.07
SCHEDULE ‘B’ – RESERVES AND SURPLUS (Contd.)
Brought forward .............................
Securities Premium Account :
Additions during the year:
On exercise of employee stock options .................................................
Transferred on amalgamation of erstwhile ACEL (Refer Note 14)
Security premium account, balance ..............................................
Forfeited shares account, balance ................................................
Excess of Share Capital of erstwhile ACEL over
amount credited by the company to Share Capital ........................
Others (Rs.15,250; 30.06.2005 - Rs.16,250) .......................................
Deductions during the year:
Premium paid on premature redemption of Debenture .........................
927.52
915.98
44.77
14.38
16.50
0.85
–
–
161.95
–
1,151.59
930.36
–
2.84
–
2.84
1,151.59
927.52
Debenture Redemption Reserve :
Less: Transferred to Profit and Loss Account ..................................................
127.05
72.05
133.30
31.25
Add: Set aside this year ...............................................................................
55.00
–
102.05
25.00
55.00
Modvat/Cenvat Credit availed on Capital Goods Reserve :
Less: Adjusted to cost of fixed assets ............................................................
127.05
–
–
108.34
108.34
–
Unrealised Gain on Dilution
Excess of Company's share of networth in ACIL over the carrying amount
As per last account .....................................................................................
Add: Unrealised gain on account of increase in reserves of the associate .......
-
453.01
22.84
–
453.01
475.85
General Reserve :
Addition during the year:
MAT credit entitlement of erstwhile ACEL ..............................................
Transferred from Capital Reserve .........................................................
Transferred from Reserve Fund in terms of Section 45-IC(1) of Reserve
Bank of India Act, 1934 on sale of subsidiary .......................................
Company's share of increase in reserves of associate ............................
Set aside this year ...............................................................................
453.01
237.15
12.15
6.97
0.03
–
–
0.32
0.57
1,000.00
–
–
225.00
1,007.89
225.00
1.02
–
Less:
Adjustment on account of alignment of accounting policies
(Refer Note 14) ...................................................................................
1,244.02
(5.59)
Exchange Fluctuation Reserve on consolidation of overseas subsidiaries ....
Reserve Fund in terms of Section 45-IC(1) of Reserve Bank of India Act, 1934:
As per last year ...........................................................................................
Add: Set aside this year ...............................................................................
Less: Transferred to General Reserve on sale of Subsidiary ............................
237.15
(4.71)
0.32
–
0.32
0.12
0.20
–
Surplus as per Profit and Loss Account ..........................................................
–
530.59
0.32
246.78
3,595.69
1.58
2,129.19
1.66
TOTAL ............................................................
3,597.27
2,130.85
111
BLACK
111
BLUE
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
Debentures (Refer Note Below) ....................................................................
From Banks :
(i) Term Loan (Secured by way of first pari passu charge by equitable
mortgage of all immovable properties both present and future situated
at Darlaghat, in the state of Himachal Pradesh) ....................................
(ii) Working capital loan
(Secured by hypothecation of inventories and book debts) .....................
220.00
451.56
97.77
146.63
–
-
TOTAL ............................................................
317.77
598.19
–
63.53
SCHEDULE ‘C’ – SECURED LOANS
(a)
(b)
Note:
Secured by charge by way of mortgage of immovable properties at various locations.
SCHEDULE ‘D’ – UNSECURED LOANS
Short Term Loan from Banks :
Buyers' Import Credit ...................................................................................
Other Loans from Bank :
Foreign Currency Term Loan from Banks (Due within one year Rs. Nil;
30.06.2005 - Rs. 31.42 crores) ...................................................................
Sales Tax Deferment Loan under Sales Tax Incentive Scheme of various State
Governments (Due within one year Rs. 3.43 crores; 30.06.2005 - Rs. 3.56 crores)
442.65
488.40
104.96
11.18
TOTAL ............................................................
547.61
563.11
SCHEDULE ‘E’ – FIXED ASSETS
Rs. in Crores
DESCRIPTION
GROSS BLOCK (at Cost )
As at Addition on
(Refer Note 14)
Tangible Assets:
Freehold Land ...........
Leasehold Land .........
Buildings, Roads and
Water Works (a) ........
Marine Structures (c) ..
Plant and
Machinery ................
Electrical
Installations ..............
Railway Sidings and
Locomotives (b) .........
Railway Wagons
given on Lease (f) ......
Furniture, Fixtures and
Office Equipments .....
Ships (d) ...................
Vehicles ....................
Power Lines ( c) .........
Sub Total ..................
Intangible Assets:
Goodwill on
Consolidation ...........
Water Drawing
Rights .......................
Computer Software ...
Sub Total ..................
Share in
Joint Venture .............
TOTAL ......................
Previous year's Total ..
Excluding Joint Venture
– Previous Year ..........
DEPRECIATION/AMORTISATION
Additions Deductions/ Deduction on
Transfers (e) Cessation of
Subsidiary
As at
31.12.2006
As at Addition on
(Refer Note 14)
For the
year
112
Deductions/ Deduction on
Transfers (e) Cessation of
Subsidiary
Upto
31.12.2006
As at
31.12.2006
As at
30.06.2005
99.03
14.23
6.63
9.79
48.54
0.25
0.23
0.77
10.37
0.13
143.60
23.37
–
2.64
–
1.89
–
0.82
–
0.14
–
–
–
5.21
143.60
18.16
99.03
11.59
452.69
95.53
67.72
–
85.61
0.05
17.52
–
41.88
–
546.62
95.58
67.72
31.05
12.28
–
18.18
5.75
2.75
–
3.05
–
92.38
36.80
454.24
58.78
384.97
64.48
2,659.08
387.96
168.65
25.63
6.43
3,183.63
1,186.11
242.56
256.46
13.28
2.80 1,669.05
1,514.58
1,472.97
218.73
34.91
10.95
4.66
2.71
257.22
84.50
12.89
18.59
2.24
0.96
112.78
144.44
134.23
28.03
27.81
–
–
–
55.84
6.87
13.40
3.32
–
–
23.59
32.25
21.16
–
6.43
–
–
–
6.43
–
2.70
0.31
–
–
3.01
3.42
–
64.39
112.30
22.01
19.89
3,785.91
9.80
–
1.68
–
552.73
18.09
0.34
10.79
–
343.27
10.83
–
7.53
–
67.17
6.54
–
0.15
–
68.21
74.91
112.64
26.80
19.89
4,546.53
37.23
39.92
11.57
5.15
1,472.76
5.74
–
0.61
–
292.07
7.94
8.32
5.97
0.85
326.51
6.49
–
4.42
–
29.32
3.78
40.64
–
48.24
0.10
13.63
–
6.00
10.69 2,051.33
34.27
64.40
13.17
13.89
2,495.20
27.16
72.38
10.44
14.74
2,313.15
5.93
–
–
–
5.93
–
3.21
–
–
–
–
–
2.72
6.16
0.15
12.24
3,798.15
–
–
–
552.73
–
6.34
6.34
349.61
–
–
–
67.17
–
–
5.93
74.14
6.16
6.49
12.65
4,559.18
2.06
0.04
5.31
1,478.07
–
–
–
292.07
0.87
0.86
1.73
328.24
–
–
–
29.32
–
2.93
–
0.90
3.21
3.83
13.90 2,055.16
3.23
5.59
8.82
2,504.02
4.10
0.11
6.93
2,320.08
3.34
3,801.49
–
552.73
0.11
349.72
0.06
67.23
3.39
77.53
–
4,559.18
1.15
1,479.22
–
292.07
0.11
328.35
0.04
29.36
1.23
–
15.13 2,055.16
–
2,504.02
2.19
2,322.27
4,293.14
–
210.40
130.70
571.35
3,801.49
1,600.51
–
219.53
15.87
324.95
1,479.22
2,322.27
4,290.32
–
209.79
130.61
571.35
3,798.15
1,599.49
–
219.34
15.81
324.95
1,478.07
2,320.08
BLACK
NET BLOCK
BLUE
112
3.21
Notes :
(a) Includes :
i)
Premises on ownership basis of Rs. 8.13 crores (30.06.2005 - Rs. 24.91 crores) and cost of shares in Co-operative Societies Rs.13,130/(30.06.2005 - Rs. 19,880/-)
ii)
Rs.6.32 crores (30.06.2005 - Rs. 6.85 crores), being cost of roads constructed by the Company, ownership of which vests with the
Government / Local Authorities and Rs 0.62 crore (30.06.2005 - Rs. 0.48 crore), being the amortisation thereof upto 31st December, 2006.
(b)
Includes Rs.1.77 crores (30.06.2005 - Rs. 1.77 crores), being cost of Railway siding constructed by the Company, ownership of which vests with
the Government/Railway Authorities and Rs. 0.38 crore (30.06.2005 - Rs. 0.25 crore), being the amortisation thereof upto 31st December,
2006 included in Depreciation.
(c)
Cost incurred by the Company, ownership of which vests with the Government Authorities and Board.
(d)
Includes Rs. 41.18 crores (30.06.2005 - Rs. 40.85 crores under bare boat charter arrangement) for ships, the title of which is in the process of
being transferred in the name of the Company.
(e)
Includes Rs. Nil ( 30.06.2005 - Rs. 103.26 crores) on account of Modvat / Cenvat credit adjusted to the cost of fixed assets.
(f)
Railway wagons given on lease to the Railways under " Own Your Wagon Scheme"
(g)
Pursuant to Accounting Standard AS28 "Impairment of assets", there is no impairment of assets.
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
SCHEDULE ‘F’ – INVESTMENTS
Long Term Investments (at cost) :
In Government & Trust Securities:
Unquoted
National Savings Certificate (30.06.2005 - Rs. 25,000/-) .....................
–
In Fully Paid Shares, Debentures and Bonds, other than Trade :
Quoted:
In Equity Shares:
Others
........................................................................................
–
0.01
–
0.01
Unquoted:
Equity Shares :
In Associates
ICAN Securities & Research Limited ......................................................
Ambuja Cement India Private Limited, formerly known as
Ambuja Cement India Limited .............................................................
–
4.89
1,283.95
1,078.39
In Others
........................................................................................
In Public Sector Bonds .................................................................................
99.08
29.60
1,283.95
1,083.28
1.60
29.60
128.68
31.20
1,412.63
1,114.49
Current Investment:
Quoted:
In Debentures
........................................................................................
58.94
48.69
Unquoted:
In Units of Mutual Fund ...............................................................................
58.50
120.01
Other Investments:
In Immovable Property - Premises ................................................................
–
0.17
1,530.07
1,283.36
Share in Joint Venture:
Unquoted:
In Units of Mutual Funds .............................................................................
–
13.39
In Equity Shares ........................................................................................
–
0.80
In Preference Shares ...................................................................................
–
3.22
TOTAL ............................................................
–
17.41
1,530.07
1,300.77
113
BLACK
113
BLUE
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
277.61
212.89
SCHEDULE ‘G’ – INVENTORIES
(At cost or net realisable value whichever is lower, unless otherwise
stated, as certified and valued by the Management)
Coal, Fuel, Packing Materials, Stores and Spare parts [Including in transit Rs.12.27 crores; 30.06.2005 - Rs.5.62 crores (Refer Note 9)] ..............................
Stock-in-trade (Refer Note 9) :
Raw Materials (Including in transit Rs. 0.93 crore
30.06.2005 - Rs. 0.06 crore) ......................................................................
Food & Beverages, Stores & Supplies including linen ....................................
Materials-in-process ...................................................................................
Work-in-progress ........................................................................................
Finished goods ...........................................................................................
Equity Shares ..............................................................................................
44.92
–
45.85
–
46.39
–
18.93
0.24
49.76
4.24
39.71
0.01
Construction Scrap, at estimated realisable value .........................................
Scrapped assets awaiting disposal, at estimated realisable value ...................
137.16
0.30
0.66
112.89
0.32
0.09
415.73
–
326.19
27.19
TOTAL ............................................................
415.73
353.38
1.69
3.66
6.04
6.04
SCHEDULE ‘H’ – SUNDRY DEBTORS (Unsecured)
Over six months:
Good
..................................................................................................
Doubtful ..................................................................................................
Less : Provision ...........................................................................................
10.56
10.56
–
–
Other, Good ..............................................................................................
1.69
80.89
3.66
44.18
82.58
–
47.84
0.36
TOTAL ............................................................
82.58
48.20
0.31
37.96
0.45
18.57
SCHEDULE ‘I’ – CASH AND BANK BALANCES
Cash on hand ..................................................................................................
Cheques on hand with Banks as Collecting Agency in terms of an arrangement ....
Bank Balances:
With Scheduled Banks :
In Current Account ......................................................................................
In Fixed Deposits
Deposit Receipt of Rs. 2.04 crores (30.06.2005; Rs. 0.07 crore) deposited with
Government Department as security Deposit and Rs. 0.02 crore (30.06.2005;
Rs. 0.18 crore) deposited with banks as security deposited for guarantees
(including accrued interest Rs. 0.03 crore (30.06.2005 - Rs. 0.01 crore) .......
135.36
72.70
205.84
6.16
341.20
78.86
Share in Joint Venture .........................................................................................
379.47
–
97.88
1.40
TOTAL ............................................................
379.47
99.28
Interest Receivable on Investments ...............................................................
3.78
1.33
Other Interest receivable .............................................................................
1.23
0.51
Sundry Receivables .....................................................................................
0.75
1.08
5.76
2.92
SCHEDULE ‘J’ – OTHER CURRENT ASSETS
–
0.65
TOTAL ............................................................
5.76
3.57
BLACK
114
BLUE
114
Rs. in Crores
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
–
9.26
SCHEDULE ‘K’ – LOANS AND ADVANCES
(Good, unless otherwise stated)
Other Loans
..................................................................................................
Advances recoverable in cash or kind or for value to be received
Good
..................................................................................................
126.70
71.41
Doubtful
..................................................................................................
5.84
5.53
Less : Provision ...........................................................................................
5.84
5.53
–
–
126.70
71.41
..................................................................................................
21.56
18.25
Balance with Central Excise, Customs, Port Trusts, etc. ..........................................
8.22
12.31
Deposits
Tax Paid in Advance, including MAT credit entitlement Rs. 68.97 crores;
(30.06.2005 - Rs. Nil), net of Provisions ..............................................................
138.83
23.29
295.31
134.52
–
6.75
TOTAL ............................................................
295.31
141.27
SCHEDULE ‘L’ – CURRENT LIABILITIES AND PROVISIONS
LIABILITIES
Sundry Creditors :
Due to Small Scale Industrial Undertakings ..................................................
Others
..................................................................................................
–
0.13
444.84
225.88
444.84
226.01
Investor Education and Protection Fund shall be credited by
the following (See note below ) *:
Unclaimed Dividends ..................................................................................
10.41
6.91
Unclaimed Application money on securities .................................................
0.01
–
Unclaimed Interest [Rs.9,439/-, (30.06.2005 - Rs. 22,506/-)]
Unclaimed sale proceeds of the odd lot shares belonging to the
Shareholders of erstwhile ACRL ...................................................................
3.14
Security Deposits ................................................................................................
3.73
13.56
10.64
61.47
39.40
Advances from Customers ..................................................................................
–
5.09
Interest accrued but not due on loans ..................................................................
16.19
19.06
536.06
300.20
–
36.20
536.06
336.40
0.51
PROVISIONS
Provision for wealth tax, net of advances ..............................................................
0.45
Provision for fringe benefit tax, net of advances ....................................................
0.89
0.75
Proposed Dividend .............................................................................................
121.35
82.91
Provision for Dividend Distribution Tax .................................................................
17.02
11.38
Provision for gratuity and staff benefit scheme ......................................................
21.95
7.87
Provision for mines reclamation expenses ............................................................
7.02
5.22
168.68
108.64
–
1.50
168.68
110.14
704.74
446.54
TOTAL ............................................................
* Note: Amounts to be transferred to said fund shall be determined on the respective due dates.
115
BLACK
115
BLUE
As at
31.12.2006
Rs. in Crores
As at
30.06.2005
Rs. in Crores
Project Development and Feasibility Report Expenses, etc. ....................................
1.03
0.79
Quarry / Mines Development Expenses ...............................................................
4.41
3.20
Unexpired premium on pre payment of terms loans .............................................
0.87
2.48
Unexpired arrangement fees ...............................................................................
1.40
3.25
TOTAL ............................................................
7.71
9.72
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
2.05
2.62
Rs. in Crores
SCHEDULE ‘M’ – MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
SCHEDULE 'N' – OTHER INCOME
Insurance Claims ...............................................................................................
Dividend:
From Long Term Investments .......................................................................
0.44
From Current Investments ...........................................................................
3.66
10.37
1.46
4.10
11.83
Profit / (Loss) on Sale of Investments (net) :
On Long term Investments :
a)
On investments in subsidiaries, associates and joint ventures .................
26.87
–
b)
On liquidation of subsidiaries ..............................................................
(0.24)
–
c)
Others ................................................................................................
On Current Investments ......................................................................................
–
(0.46)
26.63
(0.46)
8.98
12.23
35.61
11.77
Sale of surplus generated power .........................................................................
6.23
–
Export Incentive for earlier year ...........................................................................
5.89
–
Miscellaneous Income (Gross: Tax decucted Rs. 0.19 crore;
30.06.2005 - Rs. 0.07 crore) ..............................................................................
29.94
18.74
Surplus on Sale of Assets ....................................................................................
13.70
5.26
Sundry Credit Balances Appropriated ..................................................................
0.78
1.72
Provisions no longer required ..............................................................................
9.41
6.34
Income from Chartering of ships .........................................................................
–
1.35
107.71
59.63
(15.03)
32.46
92.68
92.09
3.02
2.59
TOTAL ............................................................
95.70
94.68
Exchange Rate Difference (net) ............................................................................
BLACK
116
BLUE
116
Rs. in Crores
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
SCHEDULE ‘O’ – MANUFACTURING AND OPERATING EXPENSES
Clinker Purchased .......................................................................................
52.42
Food and Beverage ....................................................................................
Others
..................................................................................................
10.57
0.69
0.97
331.15
142.41
384.26
153.95
Freight and Handling Charges on Material transferred to other Units ....................
193.31
117.37
Royalty and Cess ................................................................................................
111.85
65.23
Stores and Spares Consumed .............................................................................
203.41
112.83
Packing Materials Consumed ..............................................................................
235.78
134.83
Power and Fuel ..................................................................................................
1,241.21
749.40
Land Development and Construction Expenses ....................................................
–
0.36
Production and Operation Charges .....................................................................
3.53
1.82
Mines reclamation expenses ...............................................................................
4.26
8.67
Repairs and Maintenance :
Buildings ..................................................................................................
19.81
10.55
Machinery ..................................................................................................
67.69
28.90
Others
10.51
4.97
..................................................................................................
98.01
44.42
Excise duty:
On captive consumption of clinker ...............................................................
54.68
–
..................................................................................................
0.43
2.08
2,530.73
13.51
1,390.96
30.13
2,544.24
1,421.09
Other
TOTAL ..................................................................
SCHEDULE ‘P’ – VARIATION IN STOCKS
CLOSING STOCKS :
45.85
58.71
Work-in-progress ........................................................................................
4.24
4.23
Finished goods ...........................................................................................
44.92
48.72
Equity Shares ..............................................................................................
0.02
0.01
95.03
111.67
OPENING STOCKS :
49.76
Work-in-progress ........................................................................................
4.24
64.27
4.37
Finished goods ...........................................................................................
39.71
35.01
Equity Shares ..............................................................................................
0.01
0.57
93.72
104.22
Stock of erstwhile ACEL as on 01.01.2006
Material-in-process .....................................................................................
11.89
–
Finished goods ...........................................................................................
8.08
–
19.97
Carried forward .............................
113.69
–
104.22
18.66
(7.45)
117
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SCHEDULE ‘P’ – VARIATION IN STOCKS (Contd.)
Rs. in Crores
Brought forward .............................
LIMESTONE :
Closing Stock .............................................................................................
Opening Stock ...........................................................................................
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
18.66
(7.45)
18.22
8.23
Less: Excise duty variation on opening / closing stock ...........................................
Less: TRIAL RUN STOCKS
At the commencement of commercial production .........................................
8.23
10.72
(9.99)
2.49
8.67
(4.96)
(0.98)
1.78
–
0.07
7.69
(8.50)
(3.11)
45.49
(Increase) / Decrease in Stocks ............................................................................
(0.81)
42.38
SCHEDULE 'Q' – EMPLOYEES' COST
Employees' Remuneration and Benefits :
Salaries, Wages, Bonus, Allowances, etc. .....................................................
Contribution to Provident and other Funds ...................................................
Welfare Expenses ........................................................................................
Add : Employee compensation expenses under Employee
Stock Option Scheme ................................................................................
175.76
29.16
11.09
93.59
13.77
6.63
216.01
113.99
1.47
(0.01)
Commission to Managing Director and Wholetime Directors ................................
217.48
20.38
1.04
113.98
7.93
1.40
TOTAL ............................................................
238.90
123.31
11.06
3.49
19.85
49.14
5.80
4.63
11.80
37.16
1,069.04
17.20
50.16
87.94
6.59
130.84
0.27
1.11
12.10
2.40
15.76
6.67
0.05
462.84
26.93
–
33.63
3.32
75.17
0.09
0.48
5.01
1.29
7.02
0.74
0.04
1.68
(1.62)
Part of Deferred Revenue expenditure, written off .................................................
Expenses relating to Previous Years ......................................................................
Wealth Tax
..................................................................................................
–
1.07
0.04
0.38
0.06
2.01
0.03
0.27
1,485.16
1.66
678.32
1.83
TOTAL ............................................................
1,486.82
680.15
SCHEDULE 'R' – ADMINISTRATIVE, SELLING AND OTHER EXPENSES
Rent
..................................................................................................
Rates and Taxes ..................................................................................................
Insurance
..................................................................................................
Advertisement and Publicity .................................................................................
Freight and Forwarding charges [Including Rs. 9.17 crores on Export
(Previous Year - Rs. 13.99 crores)] .......................................................................
Commission on Sale ...........................................................................................
Discount on Sales ...............................................................................................
Selling and Distribution Expenses ........................................................................
Turnover Tax, Additional Tax and Purchase Tax .....................................................
Miscellaneous Expenses ......................................................................................
Directors' Fees and Expenses ...............................................................................
Commission to Directors .....................................................................................
Loss on Assets sold, scrapped or discarded and written off ...................................
Abandoned Capital Project .................................................................................
Donations
..................................................................................................
Bad Debts, Sundry Debit Balances and Claims written off .....................................
Provision for doubtful advances ...........................................................................
Investment Written Off ........................................................................................
Less : Provision for diminution in value of Investment ............................................
BLACK
118
BLUE
–
–
118
Rs. in Crores
2005-2006
(18 Months)
Rs. in Crores
2004-2005
(12 Months)
Rs. in Crores
SCHEDULE ‘S’ – INTEREST AND FINANCE CHARGES (net)
Interest :
On Debentures and Bonds ..........................................................................
On Fixed Loans (Net of deficit on interest swap Rs. 34.68 crores;
Previous Year - Rs. 3.46 crores) ...................................................................
Others
..................................................................................................
41.83
45.00
60.92
16.78
38.92
11.90
Premium on prepayment of term loan .................................................................
Unexpired Premium on prepayment of term loan amortized .................................
Finance Charges ................................................................................................
119.53
–
1.60
5.55
95.82
2.29
2.14
2.93
Less: Capitalised during the year .........................................................................
126.68
(10.13)
103.18
(3.61)
116.55
99.57
Less: Interest Received : (Gross: Tax deducted Rs. 2.78 crores;
30.06.2005 - Rs. 1.32 crores)
On Government Securities (30.06.2005 - Rs. 463/-) ....................................
On Debentures and Bonds ..........................................................................
Others
..................................................................................................
–
7.90
28.32
3.92
5.28
36.22
9.20
80.33
(0.18)
90.37
(0.16)
TOTAL ............................................................
80.15
90.21
SCHEDULE ‘T’ – CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS
1.
Significant Accounting Policies :
(a)
System of Accounting :
(i) The financial statements of Gujarat Ambuja Cements Limited ('the Company'), its Subsidiary Companies, Associates and Joint Ventures,
('the Group') have been prepared in compliance with the mandatory Accounting Standards issued by the Institute of Chartered
Accountants of India (ICAI) and the relevant provisions of the Companies Act, 1956.
(ii) The financial statements are based on historical cost convention and are prepared on accrual basis.
(b)
Principles of Consolidation:
(i) The consolidated financial statements of the Group have been prepared on the following basis:
a) The consolidated financial statements of the Group are prepared in accordance with Accounting Standard - 21 "Consolidated
Financial Statements", Accounting Standard - 23 "Accounting for Investments in Associates in Consolidated Financial Statements"
and Accounting Standard - 27 "Financial Reporting of Interests in Joint Ventures" issued by ICAI.
b) The financial statements of the Company and its Subsidiary Companies have been consolidated on a line-by-line basis by
adding together the book value of like items of assets, liabilities, income and expenses, after eliminating intra-group balances
and intra-group transactions resulting in unrealised profits or unrealised cash losses.
c) The Financial Statements of the Company and its Joint Ventures have been consolidated using the proportionate consolidation
method.
d) Investments in the Associates have been accounted as per the equity method as prescribed in Accounting Standard - 23. In
applying the equity method, the consolidated financial statements of the associates are used.
e) In cases where the financial year of Subsidiary Companies, Associates and Joint Ventures is different from that of the Company,
the financial statements of the said companies have been drawn up so as to be aligned with the financial year of the Company.
f) The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other
events in similar circumstances and are presented, to the extent possible, in the same manner as the Company's separate
financial statements.
g) The excess of cost of investment in the Subsidiary Companies over the company's portion of equity of the subsidiary at the date
of investment made is recognised in the financial statements as goodwill. This goodwill is tested for impairment at the close of
each financial year. The excess of Company's portion of equity of the Subsidiary over the cost of the investment therein is treated
as Capital Reserve.
h) "The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been
those of the Company itself. Gains and losses arising from monetary items are recognised in the profit and loss account.
For non-integral foreign operation, the assets and liabilities are translated at the closing rate. Income and expense items of the
non-integral foreign operation are translated at exchange rates at the dates of the transactions and all resulting exchange
differences are accumulated in a foreign currency translation reserve on consolidation until the disposal of the net investment.
119
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SCHEDULE ‘T’ – CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS (Contd.)
(ii)
Companies considered in the consolidated financial statements are :
Name of the Company
a)
b)
Country of
Incorporation
d)
Financial
Year
ends on
100.00%
100.00%
31.12.2006
30.06.2006
99.99%
31.12.2006
33.00%
31.12.2006
Subsidiary:
Ceylon Ambuja Cements (Private) Limited ................................
Indo Nippon Special Cements Limited .....................................
Sri Lanka
India
Liquidated during the year :
Cement Ambuja International Limited ......................................
Mauritius
Sold during the year :
GACL Finance Limited ............................................................
India
GGL Hotel and Resort Company Limited .................................
India
Sub-subsidiary :
Midigama Cements (Private) Limited ........................................
c)
Holding as on
31.12.2006
Sri Lanka
Joint Ventures (stake sold during the year)
Bengal Ambuja Housing Development Limited .........................
India
Bengal Ambuja Metro Development Limited .............................
India
Associates
Ambuja Cement India Private Limited,
Formerly Ambuja Cement India Limited
(Subsidiary upto and Associate from 7th April, 2005) ...............
India
Stake sold during the year :
ICAN Securities & Research Limited .........................................
India
(iii) The Company has sold its shareholding on 30th January, 2006 in certain subsidiaries, joint ventures and an associate engaged in
non core business. Accordingly, GGL Hotel and Resort Company Limited, GACL Finance Limited and Ambuja Housing and Urban
Infrastructure Company Limited have ceased to be subsidiaries, Bengal Ambuja Housing Development Limited and Bengal Ambuja
Metro Development Limited have ceased to be joint ventures and ICAN Securities & Research Limited has ceased to be an associate
of the Company.
(iv) Significant Accounting policies :
These are set out in the notes to accounts under "Statement of Accounting Policies" of the Financial Statements of the Company. Further
to those policies, the accounting policy adopted by subsidiaries and joint ventures are as follows :
(a)
Inventory
In respect of Joint Venture, construction materials are valued at cost, determined on basis of weighted average. Cost comprises
of direct cost relating to specific projects and appropriate share of allocable direct cost.
(b)
Revenue Recognition
(i)
(ii)
Dividend Income is recognised when right to receive payment is established at the close of the year.
For land including developed land, revenue is recognised upon booking/agreement and receipt of substantial part of
consideration.
(iii) In respect of Hotel and Restaurant Division, sales and services are stated net of discount and taxes.
2.
(a)
31.12.2006
Rs. in crores
30.06.2005
Rs. in crores
–
0.16
19.21
Contingent liabilities not provided for in respect of :
(i)
(ii)
Amount outstanding in respect of Indemnities given by
the Company to Banks for loans given to third parties,
for Company's business .........................................................................
Claims against the Company not acknowledged as debts
(a)
For acquisition of land ...................................................................
32.78
(b)
For Non Agriculture Assessment Tax ................................................
2.65
2.65
(c)
Others ..........................................................................................
11.54
14.55
19.55
27.60
(iii) Tax matters :
(a)
Disputed liability in respect of Income-tax demands (including interest)
- matters under appeal ..................................................................
BLACK
120
BLUE
120
31.12.2006
Rs. in crores
30.06.2005
Rs. in crores
10.53
5.03
Disputed Excise demands - matters under appeal (Deposit with Excise
Department Rs. 0.19 crores; Previous Year - Rs.8.78 crore) ..............
9.95
17.38
(d)
Disputed Customs demands - matters under appeal ........................
0.86
–
(e)
Disputed liabilities of RTO Tax on Mining Machinery ........................
0.62
0.62
(iv) Disputed liabilities relating to Railway Freight on Cement - matter once
decided in favour of the Company by the Honourable High Court of
Gujarat was remanded back by the Honourable Supreme Court pursuant
to an Special Leave Petition filed by the railways. .....................................
5.51
5.51
(b)
(c)
(v)
Disputed Sales tax demand (including interest and penalty) - matters
under appeal (Deposit with Sales Tax Department Rs. 0.05 crore;
Previous Year Nil) ...........................................................................
Disputed liabilities relating to Coal claims- matters pending in the
Honourable High Court:
(a)
Railway Freight on Coal .................................................................
1.49
1.45
(b)
Penal Freight on Excess Weight of Coal ...........................................
0.24
0.54
(c)
Interest on Premium on Coal ..........................................................
3.29
3.29
(vi) Disputed liability relating to labour matters - pending in Courts ...............
19.88
1.99
387.82
231.88
In respect of items (ii) to (vi), future cash outflows in respect of contingent
liabilities are determinable only on receipt of judgements/decisions
pending at various forums/authorities.
(b)
The Honourable High Court of Himachal Pradesh has passed an order in favour
of the Company for its claim in respect of power subsidy in the form of Power
Tariff Freeze (PTF) and Peak Load Exemption Charges (PLEC).
Against this, Government of Himachal Pradesh on 1st May, 2004 has issued 296
5.13% H P Infrastructure Development Bonds of face value of Rs.10 lacs each,
having a value of Rs. 29.60 crores redeemable after 10 years and balance of
Rs. 0.08 crore is refunded to the Company.
The Government of Himachal Pradesh has filed Special Leave Petition in the
Honourable Supreme Court against the decision of the Honourable High Court
of Himachal Pradesh. The Company has given an undertaking to refund Rs.29.68
crores paid by the State Government together with interest thereon upto the date
of final judgement in time bound manner, in the event that the matter is decided
against the Company.
3.
(c)
The Government of Rajasthan has granted 75% exemption from Sales Tax in
respect of Rabriyawas unit. However, the eligibility of exemption in excess of 25%
has been contested by the State Government in a similar matter of another
Company and the matter is pending before the Honourable Supreme Court. The
Company has given an undertaking to the Government of Rajasthan that the
Company will deposit the differential amount of Sales Tax, in case the Supreme
Court’s decision goes against in the matter referred above. The Company is
contingently liable for Rs. 82.16 crores (previous year Rs. 57.18 crores) in this
matter.
(d)
Writ petition filed by erstwhile ACEL against the order of Madhya Pradesh State
Mining Department demanding Rs. 4.76 crores towards payment of additional
royalty on limestone based on the ratio of 1.6 tonnes of limestone to 1 tonne of
cement produced at its factory in Chhattisgarh. The matter is now pending before
Honourable High Court at Bilaspur. The Company is contingently liable for
Rs. 32.34 crores in this matter.
Estimated amount of Contracts remaining to be executed on Capital Account
and not provided for (net of advances) ..................................................................
121
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121
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4.
2005-2006
(18 Months)
Rs. in crores
2004-2005
(12 Months)
Rs. in crores
Segment reporting :
Segments have been identified and reported taking into account nature of products
and services, and the differing risks and returns. The Company's reportable segment
is only "Cement", "Others" segment comprise Construction, Hotel and Finance Activity.
The accounting policies adopted for segment reporting are as under:
(a)
Revenue and expenses have been identified to a segment on the basis of
relationship to operating activities of the segment. Revenue and expenses which
relate to enterprise as whole and are not allocable to a segment on reasonable
basis have been disclosed as "Unallocable".
(b)
Segment assets and segment liabilities represent assets and liabilities in respective
segments. Investment, tax related assets and other assets and liabilities that cannot
be allocated to a segment on reasonable basis have been disclosed as
"Unallocable"
Information on segments:
(i ) Primary Segments (Business Segments):
Segment Revenue
a.
Cement
....................................................................................................................
6,379.03
2,978.65
b.
Others *
....................................................................................................................
14.10
103.26
Total ......................................................................................
6,393.13
3,081.91
Less: Inter segment revenue ..................................................................................................
–
0.56
Net Sales / Income from Operations .............................................................................
6,393.13
3,081.35
Segment Results Profit(+)/loss(-) before tax and interest from each segment)
a.
Cement
....................................................................................................................
1,835.75
621.04
b.
Others
....................................................................................................................
4.24
18.37
Total ......................................................................................
1,839.99
639.41
Less: Interest
....................................................................................................................
Other un-allocable expenditure net off un-allocable income. ..........................................
80.79
(245.29)
91.40
(70.08)
Total Profit Before Tax ...................................................................................................
2,004.49
618.09
2,560.56
Capital Employed (Segment assets – Segment Liabilities)
a.
Cement
....................................................................................................................
3,542.96
b.
Others
....................................................................................................................
–
59.32
c.
Unallocated .................................................................................................................
1,600.77
1,417.49
Total ......................................................................................
5,143.73
4,037.37
Revenue
Sales & Services: (Net of Excise Duty)
Within India .................................................................................................................
Outside India ...............................................................................................................
5,767.78
625.35
2,766.93
312.69
Total ......................................................................................
6,393.13
3,079.62
Within India .................................................................................................................
Outside India ...............................................................................................................
5,122.34
21.39
3,016.97
47.80
* Includes sale of investment amounting to Rs.1.73 Crores ( 30.06.2005 - Rs. Nil)
relating to a subsidiary company engaged in financial activity.
(ii)
Secondary Segments (Geographical Segments):
(a)
(b)
Assets
Total ......................................................................................
5,143.73
3,064.77
Cost incurred during the year to acquire tangible and intangible fixed assets.
Within India .................................................................................................................
Outside India ...............................................................................................................
348.29
1.43
210.01
0.39
Total ......................................................................................
349.72
210.40
BLACK
122
BLUE
122
5
Related Party Disclosures :
a)
List of Related Parties and relationships
Party
Relation
A.
Ambuja Cement India Private Ltd. (Formerly .....................
Ambuja Cement India Ltd.)
Associate (Previous year subsidiary upto 07.04.2005)
ACC Ltd. (Formerly The Associated ...................................
Cement Companies Ltd.)
Associate
Ambuja Cement Eastern Ltd. ............................................
Associate - merged with effect from 01.01.2006 (Previous year Sub-subsidiary upto 07.04.2005)
Kakinada Cements Ltd. ....................................................
Associate (Previous year Sub-subsidiary upto 07.04.2005)
ICAN Securities & Research Ltd. .......................................
Associate (upto 30.01.2006)
Bengal Ambuja Housing Development Ltd. .......................
Bengal Ambuja Metro Development Ltd. ...........................
B.
C.
D.
Key Management Personnel
Mr. N. S. Sekhsaria ..........................................................
Managing Director (Upto 30.01.2006)
Mr. Anil Singhvi ...............................................................
Whole-time Director (Managing Director from 30.01.2006)
Mr. P. N. Sekhsaria ...........................................................
Whole-time Director (Upto 30.01.2006)
Mr. A. L. Kapur ................................................................
Whole-time Director
Mr. P. B. Kulkarni .............................................................
Whole-time Director
Mr. N. P. Ghuwalewala .....................................................
Whole-time Director
Mr. B. L. Taparia ..............................................................
Whole-time Director and Company Secretary
Mr. H. V. Neotia ...............................................................
Managing Director - erstwhile Ambuja Cement Eastern
Ltd. (Upto 31.03.2006)
Mr. S. N. Toshniwal ..........................................................
President (Commercial) & Manager - erstwhile Ambuja Cement
Eastern Limited (from 03.05.2006 to 05.12.2006)
Relatives of Key Management Personnel
Mr. Ajay Kapur ................................................................
Son of Mr. A. L. Kapur
Mr. Milind Kulkarni ..........................................................
Son of Mr. P. B. Kulkarni
Enterprises over which significant influence exercised by
(A)
(B)
Directors
Radha Madhav Investments Ltd. ...............................
Mr. N. S. Sekhsaria - Vice Chairman (Managing
Director till 30.01.2006)
Satyanarayan Sekhsaria Pvt. Ltd. ..............................
Mr. N. S. Sekhsaria - Vice Chairman (Managing
Director till 30.01.2006)
Radha Krishna Bimalkumar Pvt. Ltd. .........................
Ambuja Housing & Urban Infrastructure Co. Ltd. .......
Pathfinder Advisors Pvt. Ltd. (Formerly .......................
Suryajyoti Finvest Pvt. Ltd. )
Mr. Anil Singhvi - Whole-time Director (Managing
Director from 30.01.2006)
Relative of Key Management Personnel
Salaam Bombay Foundation ....................................
Mrs. Padmini Somani, daughter of Mr. N. S. Sekhsaria,
is a Director of the Foundation
(C) Major Shareholders (with effect from 03.05.2006)
Holcim CTC Trading Co. ..........................................
Holcim Trading Pte Ltd. Thailand ..............................
Holcim Group Supports Ltd. .....................................
123
BLACK
123
BLUE
b)
Disclosures required for related parties transactions during the period 1st July, 2005 to 31st December, 2006.
(Rs. in Crores)
Transactions
I.
II.
Associates
Key
Management
Personnel
Relatives
of Key
Management
Personnel
Enterprises over
which significant
influence exercised
by Directors and
Key Management
Personnel
Purchase of Goods ..........................................................
63.46
(0.40)
–
(–)
–
(–)
5.26
(–)
Sale of Goods .................................................................
3.09
(0.17)
–
(–)
–
(–)
57.31
(–)
Purchase of Fixed Assets ..................................................
4.98
(–)
–
(–)
–
(–)
–
(–)
Sale of Fixed Assets .........................................................
0.03
(–)
–
(–)
–
(–)
16.57
(–)
Sale of Investments ..........................................................
–
(–)
–
(–)
–
(–)
72.03
(–)
Rendering of Services ......................................................
0.41
(0.09)
–
(–)
–
(–)
–
(–)
Receiving of Services .......................................................
0.01
(–)
–
(–)
–
(–)
–
(–)
Interest Received ..............................................................
0.21
(0.10)
–
(–)
–
(–)
–
(–)
Remuneration .................................................................
–
(–)
27.04
(11.77)
0.50
(0.23)
–
(–)
Dividends received ..........................................................
0.43
(0.29)
–
(–)
–
(–)
–
(–)
Other recoveries ..............................................................
0.02
(0.03)
–
(-)
–
(–)
–
(–)
Others ............................................................................
0.22
–
–
1.73
(Rs. 9,000)
(–)
(–)
(–)
Transactions during the period
Amounts Outstanding as at Balance Sheet date
Loans given Outstanding .................................................
–
–
–
–
(8.69)
(–)
(–)
(–)
Amounts receivable .........................................................
0.54
(–)
–
(–)
–
(–)
11.28
(–)
Amounts payable ............................................................
0.71
(Rs.27,500)
–
(–)
–
(–)
1.12
(–)
III. Notes :
1.
Related Party relationship is as identified by the Company on the basis of available information.
2.
A part of the Company's premises at Navi Mumbai was made available to Salaam Bombay Foundation, a NGO free of cost for a
period of five years. As the property was sold on 2nd June, 2006, said arrangement came to an end.
3.
4.
No amount has been written off or written back during the year in respect of debts due from or to related parties.
Figures for the previous year have been given in brackets.
BLACK
124
BLUE
124
c)
Disclosures required for related parties transactions
Details of material related party transactions [included in b]
(Rs. in Crores)
Associate
Purchase of Goods ........
Sale of Goods ...............
Sale of Investments .......
Sale of Fixed Assets .......
6.
Enterprises Over which significant influence is exercised by Directors / Key Management personnel
ACC
Ltd.
Radha
Madhav
Investments
Ltd.
Radha
Krishna
Bimalkumar
Pvt. Ltd.
Satyanarayan
Sekhsaria
Pvt. Ltd.
GACL
Finance
Ltd.
Pathfinder
Advisors
Pvt. Ltd.
(formerly
Suryajyoti
Finvest
Pvt. Ltd.)
Ambuja
Housing
& Urban
Infrastructure
Co. Ltd.
Holcim
CTC
Trading
Co.
Holcim
Trading
Pte.Ltd.
Thailand
63.45
(–)
30.84
(–)
–
(–)
–
(–)
–
(–)
–
(–)
8.00
(–)
0.17
(–)
–
(–)
–
(–)
10.00
(–)
0.09
(–)
–
(–)
–
(–)
–
(–)
0.30
(–)
–
(–)
–
(–)
–
(–)
10.08
(–)
–
(–)
–
(–)
0.90
(–)
–
(–)
–
(–)
–
(–)
53.13
(–)
5.93
(–)
–
(–)
57.31
(–)
–
(–)
–
(–)
5.26
(–)
–
(–)
–
(–)
–
(–)
2005-2006
(18 months)
Rs. in crores
2004-2005
(12 months)
Rs. in crores
Profit after tax .........................................................................................................
1,665.06
534.95
Less: Preference Dividend to outsiders ......................................................................
0.26
–
Less: Minority Interest ..............................................................................................
0.37
16.86
1,664.43
518.09
Earnings per Share (EPS) :
(i)
Profit attributable to Equity Shareholders for Basic EPS
Add: Profit of erstwhile ACEL upto 31st December, 2005 ...........................................
(ii)
24.95
–
1,689.38
518.09
1,689.38
518.09
Nos.
Nos.
Number of Equity Shares as on date of GACL ..........................................................
1,458,296,460
1,347,605,055
Number of Equity Shares as on 31st December, 2005 of erstwhile ACEL ....................
51,600,892
–
1,509,897,352
1,347,605,055
1,458,296,460
1,347,605,055
Profit attributable to Equity Shareholder for Diluted EPS .............................................
(iii) Weighted average number of shares for Basic EPS
(iv) Weighted average number of shares for Diluted EPS
Number of Equity Shares as on date of GACL ..........................................................
Number of Equity Shares as on 31st December, 2005 of erstwhile ACEL ....................
Add: Potential equity shares on exercise of options of ESOS .......................................
(v)
51,600,892
–
1,509,897,352
1,347,605,055
4,338,919
3,892,824
Add: Potential equity shares on exercise of Rights & Warrants
kept in abeyance out of the rights Issue in 1992 ................................................
258,097
172,206
Weighted average number of shares for Diluted EPS .................................................
1,514,494,368
1,351,670,085
Rs.
Rs.
Nominal Value of Shares .........................................................................................
2.00
2.00
Basic ..............................................................................................................
11.19
3.84
Diluted ............................................................................................................
11.15
3.83
(vi) Earnings per Share :
125
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125
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7.
2005-2006
Rs. in crores
2004-2005
Rs. in crores
395.72
386.49
Deferred Tax
(a)
Break up of Deferred Tax Assets & Liabilities is as under:
Deferred Tax Liabilities, on account of :
Depreciation ...................................................................................................
Deferred Revenue Expenditure .........................................................................
0.43
1.23
TOTAL ......................................................................
396.15
387.72
Unencashed Leave ..........................................................................................
6.34
2.54
Others ............................................................................................................
5.95
4.09
TOTAL ......................................................................
12.29
6.63
Net Deferred Tax ( Assets) / Liability .........................................................................
* 383.86
381.09
Deferred Tax Assets, on account of :
* After adjusting net defferred tax assets of erstwhile ACEL taken over on amalgamation Rs. 0.30 crore.
(b)
8.
Pursuant to amalgamation of erstwhile ACEL, the Company has reviewed the unrecognised deferred tax asset of erstwhile ACEL as at the
balance sheet date. However, no incremental deferred tax asset is recognised other than already recorded by erstwhile ACEL in its books
of accounts, since the incremental brought forward loss giving rise to recognition of deferred tax asset, has been fully absorbed during the
current period itself.
Employee Stock Option Schemes :
The Company has granted 52,82,250 (30.06.2005 - 44,09,175) Stock Options to its employees (including certain employees of the subsidiary
companies) and Whole-time Directors (other than those excluded under the SEBI guidelines on Stock Options). Out of the above Stock Options,
3,75,575 (30.06.2005 - 3,50,600) have been surrendered/lapsed and 36,06,750 (30.06.2005 - 20,70,080) have been exercised. 12,99,925
(30.06.2005 - 19,88,495) Stock Options are outstanding as on 31st December, 2006, which if fully exercised will result in issue of 82,16,938
of Rs. 2/- each (30.06.2005 - 1,49,13,713 ) Equity Shares. The amount of Rs.1.09 crore (30.06.2005 - Rs. 0.03 crore) represents the discount
on the above said options outstanding.
9.
Change in accounting policy:
During the period, the method of determining the cost for valuation of inventories has been changed from FIFO to Weighted Average Basis.
Consequently, the inventories as at 31st December, 2006 and profit before tax for the period is lower by Rs. 5.87 crores.
10. Capital Work in Progress includes (a) Machinery in Transit Rs. 4.07 crores (30.06.2005 - Rs. Nil) and expenditure during construction for project
Rs. 28.85 crore (30.06.2005 - Rs. 0.82 crore).
11. Rs. 3.14 crores (30.06.2005 - Rs. 3.73 crores) represents unclaimed sale proceeds of the odd lot shares belonging to the shareholders of
erstwhile Ambuja Cement Rajasthan Limited, upon its amalgamation with the company.
12. The Company has a Put and Call Option Agreement with Holcim Mauritius with respect to its existing shareholding in Ambuja Cement India
Private Limited. As per this agreement, the Company has a right to put all or part of the shares held by it to Holcim Mauritius on or anytime after
30th June, 2005. The consideration for the existing shareholding of 33% based on the price as per the aforesaid Agreement is Rs. 1444.91
crores as on 31st December, 2006. The said consideration will be revised upward on 1st January each year upto 1st January, 2008. In terms
of this agreement, as on 1st January, 2007, the consideration is Rs. 1553.63 crores . Holcim Mauritius has the right to call the shares not put
by the Company on or anytime after 1st January, 2008.
13. The members and the creditors of the Company have approved the amalgamation of Indo Nippon Special Cements Limited with the Company
with effect from 1st July, 2005, in terms of the scheme of amalgamation, which is subject to approval of the Honourable High Court of Gujarat.
Pending such approval, no effect of the proposed amalgamation has been given in the financial statements.
14. Amalgamation of Ambuja Cement Eastern Limited (ACEL):
(a)
Pursuant to the Scheme of Amalgamation sanctioned by the Honourable High Court at Bilaspur on 13th November, 2006 and Honourable
High Court at Ahmedabad on 21st November, 2006, the entire business and all assets and liabilities of erstwhile Ambuja Cement Eastern
Ltd. (ACEL), a Company engaged in cement manufacturing, has with effect from 1st January, 2006, stood transferred and vest in the
Company. Accordingly, the said assets, liabilities and transactions have been incorporated in these financial statements.
(b)
The amalgamation has been accounted for under the “pooling of interest” method as prescribed by the Accounting Standard AS-14
“Accounting for Amalgamations” issued by the Institute of Chartered Accountants of India. Accordingly the accounting treatment has been
given as under :
(i)
The assets and liabilities as at 1st January, 2006 have been incorporated in the financial statements of the Company at their carrying
values in the books of erstwhile ACEL. Further, in terms of the Scheme of Amalgamation, an amount of Rs. 1.02 crores has been
adjusted to General Reserve on alignment of accounting policies.
(ii)
Amount of stamp duty payable on amalgamation has been apportioned on properties transferred to the Company.
BLACK
126
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126
(iii) In terms of the Scheme of Amalgamation, the Company has acquired net assets having Book Value of Rs. 280.34 crores.
(iv) Capital Reserve appearing in the books of ACEL amounting to Rs. 0.25 crore has been credited to Capital Reserve Account of the
Company.
(v)
Securities Premium appearing in the books of ACEL amounting to Rs. 16.50 crores has been credited to Securities Premium Account
of the Company.
(vi) Credit balance in the Profit and Loss Account of ACEL amounting to Rs. 71.31 crores as at 1st January, 2006 has been credited to
Profit and Loss Account of the Company.
(vii) Shareholders holding 192,451,695 Shares of Rs.10/- each fully paid up in ACEL have been allotted four equity shares of Rs. 2/- each
fully paid up of Gujarat Ambuja Cements Ltd. for every five equity shares of erstwhile ACEL and the difference of Rs. 161.95 crores
between the amount of such shares issued and the share capital held by such shareholders is credited to Securities Premium Account.
(viii) Equity Shares Forfeited Account appearing in the books of ACEL amounting to Rs. 0.85 crore has been credited to Securities Premium
Account of the Company.
15. The Company's subsidiary Cement Ambuja International Limited ('CAIL'), Mauritius has initiated the voluntary winding up proceedings under
the Company Act, 2001, Mauritius and has repaid the outstanding paid up capital and accumulated reserves to the Company during December,
2006. CAIL is in the process of seeking necessary regulatory approvals to complete the liquidation, pending which the Company continues to
be a member of CAIL.
16. During the period, the Company noticed a misappropriation of funds amounting to Rs. 0.13 crore by some employees of a unit from its bank
accounts maintained in a remote location against which subsequently Rs. 0.01 crore has been recovered. The Company is in process of recovering
the balance amount.
17. The Company has, in computing the tax provision, considered sales tax incentives for certain units as capital receipt not liable to tax, based on
expert advice, obtained and favourable decision of the Income-tax Appellate Tribunal in the case of erstwhile Ambuja Cement Eastern Limited
(since merged with the Company). The impact on the provision for tax for the current period is Rs. 201.78 crores.
18. The Company has changed its accounting period to end at 31st December every year. Accordingly, accounts for the current period are for
eighteen months period ended 31st December, 2006. Figures for the current period includes figures for the erstwhile ACEL for the period from
1st January, 2006 to 31st December, 2006. Hence, the current period figures are not comparable with those of the previous year.
19. Figures less than Rs. 50,000/- have been shown at actual, wherever statutorily required to be disclosed, as the figures have been rounded off
to the nearest lac.
20. Figures of the previous year have been regrouped wherever necessary.
Signatures to Schedules 'A' to 'T'
DALAL & SHAH
B. R. Shah
Partner
Sudhir Soni
Partner
B. L. Taparia
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
Anil Singhvi
Managing Director
127
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INFORMATION WITH REGARD TO SUBSIDIARY COMPANIES
(Required to be disclosed in the Annual Report Pursuant to letter No.47/339/2006-CLIII dated
14th December, 2006 of the Ministry of Company Affairs, exempting the Company from attaching the
Annual Reports and other particulars of its Subsidiary Companies u/s 212 of the Companies Act, 1956.)
(Rs. in Crores)
Name of Subsidiary Company
Indo Nippon
Special Cements
Limited (See Note 1)
Ceylon Ambuja
Cements (Private)
Limited
Midigama
Cements (Private)
Limited (See Note 2)
30.06.2006
31.12.2006
31.12.2006
Share Capital
0.30
30.15
5.00
Reserves & Surplus
0.20
(16.83)
(3.35)
Total Assets
(Fixed Assets + Investments + Current Assets)
0.70
28.86
1.66
Total Liabilities
(Debts + Current Liabilities)
0.20
15.54
0.01
Investments
(excluding investments in subsidiary companies)
–
–
–
Turnover
–
111.42
–
Profit before Taxation
(0.02)
(6.58)
(0.01)
Provision for Taxation
–
0.01
–
Profit after Taxation
(0.02)
(6.56)
(0.01)
Proposed Dividend
–
–
–
Financial Year ends on
Note:
1.
This company is in the process of amalgamation with the Company.
2.
This company is wholly owned subsidiary of Ceylon Ambuja Cements (Private) Limited .
B. L. Taparia
Suresh Neotia
Chairman
M. L. Bhakta
R. R. Darak
128
alok
graphics
Anil Singhvi
Managing Director
BLACK
128
BLUE

GUJARAT AMBUJA CEMENTS LTD.

Transcription

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