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2009-10
ANNUAL REPORT & ACCOUNTS
POF
OU
R
C
IRLAG
OM
PAN
B
IE
BK S
Shri Basant Kumar Birla Strong Foundation Sustained Growth Proven Leadership
Chairman
ANNUAL REPORT & ACCOUNTS 2009-10
Message of the
CHAIRMAN
1
91 st
ANNUAL REPORT &
ACCOUNTS
Registered Office
2009-10
8th Floor, Birla Building
9/1, R. N.Mukherjee Road
Kolkata – 700 001
Phone No : 033-22435453/22429454
Fax No : 033-22109455
Email : kesocorp@cal3.vsnl.net.in
Bankers
State Bank of India - Lead Bank
Allahabad Bank, BNP Paribas, Canara Bank, Citibank N. A.,
HDFC Bank Ltd., Hongkong and Shanghai Banking Corpn. Ltd.,
ICICI Bank Ltd., Induslnd Bank Ltd., Standard Chartered Bank,
State Bank of Hyderabad, UCO Bank, DBS Bank Ltd. and
YES Bank Ltd.
Auditors
Messrs Price Waterhouse
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ANNUAL REPORT & ACCOUNTS 2009-10
CONTENTS
9 Notice
14 Report of Directors
34 Particulars of Employees
43 Auditors’ Report
48 Balance Sheet
3
Board of
DIRECTORS
Shri Krishna Gopal Maheshwari Shri Bhagwati Prasad Bajoria Shri Pesi Kushru Choksey Shri Amitabha Ghosh
Shri Govind Ballabh Pande Shri Prasanta Kumar Mallik Smt. Manjushree Khaitan Shri Deepak Tandon
(Nominee of LICI) (Whole-time Director)
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ANNUAL REPORT & ACCOUNTS 2009-10
Team of
EXECUTIVES
CORPORATE OFFICE
Shri K. C. Jain
Manager of the Company &
Shri S. R. Chamaria
Sr. Joint President (Accounts & HRD)
Sr. President-Cement Sections
Shri Suresh Sharma
Shri U. S. Asopa Sr. Joint President (Commercial)
Chief Financial Officer & Shri Yashwant Mishra
Sr. Joint President (Finance) Sr. Joint President (Marketing-Cement Sections)
Shri S. K. Patodia Shri G. K. Ojha
Company Secretary & Sr. Vice President (Secretarial)
Sr. Vice President (Commercial-Tyre Sections) Shri Vikash Agarwal
Sr. Vice President (Taxation)
5
Performance
HIGHLIGHTS
The following highlights for the year under review are given in comparison to
immediate previous year:
Gross Sales have risen from Rs.4292.07 Crore to Rs.5020.63 Crore.
Gross Profit has increased from Rs.520.99 Crore to Rs.648.29 Crore
Dividend per share is maintained at last year’s rate i.e. Rs.5.50 per share.
Increased net worth from Rs.1330.10 Crore to Rs.1540.24 Crore.
The Charts below show the current year’s Segment-wise Sales and last five years’ position.
Segment-wise Sales Gross Sales
5.16%
38.08%
56.76% 6000
5020.63
4292.07
5000 3440.32
Rs./Crore
4000 2516.46
3000 1877.82
2000
1000
0
2005-06 2006-07 2007-08 2008-09 2009-10
Tyre Cement Rayon, T.P. & Chemicals Year
500 4.00
400.09 4
Rs.
400 3.00
3
300
2
200 132.51
100 1
0 0
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10
Year Year
1540.24 21.21
1750 25
1500
20
Rs./Crore
1250
981.92 1330.10 15
1000
750 654.43 10 7.23
5.90
500 416.05 4.67
5 1.63
250
0
0
2005-06 2006-07 2007-08 2008-09 2009-10 2005-06 2006-07 2007-08 2008-09 2009-10
Year Year
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ANNUAL REPORT & ACCOUNTS 2009-10
7
AWARD
Shri K. C. Jain, Sr. President (Cement Sections) & Manager of the Company, receiving
the FAPCCI Award for ”Excellence in workers’ welfare (2008-09)” from the Hon’ble Chief
Minister of Andhra Pradesh, Shri K. Rosaiah at Hyderabad on 5th April, 2010.
8
ANNUAL REPORT & ACCOUNTS 2009-10
NOTICE
TO THE MEMBERS
NOTICE is hereby given that the Ninety-first Annual General Meeting of KESORAM INDUSTRIES LIMITED will be held on Thursday,
the 1st July, 2010 at 11.00 a.m. at “Kala-Kunj”, 48, Shakespeare Sarani, Kolkata -700017, to transact the following business:
GENERAL BUSINESS
1. To consider and adopt the Reports of the Auditors and the Directors and the Audited Accounts of the Company for the year ended
31st March, 2010.
2. To confirm the payment of Interim Dividend on Ordinary Shares declared by the Board of Directors in its meeting held on 30th
October, 2009.
3. To declare final Dividend on Ordinary Shares for the year ended 31st March, 2010.
4. To appoint Directors in place of Shri.K. G. Maheshwari and Shri G. B. Pande, who retire by rotation and being eligible, offer
themselves for re-election.
5. To appoint Auditors and fix their remuneration.
SPECIAL BUSINESS
To consider and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions:
6. “RESOLVED that superseding the earlier resolution passed without prejudice to the powers of the Board of Directors of the
Company under the provisions of Section 293(1)(e) of the Companies Act, 1956, the Board be and is hereby authorized to
contribute to charitable and other funds not directly related to the business of the Company or the welfare of its employees up
to a sum of Rupees twenty five lac in each case, subject to maximum of Rupees two crore in a financial year of the Company
notwithstanding that the aggregate of such contribution made during that financial year may exceed five percent of its three years’
average profits as determined in the manner laid down in the aforesaid section.”
7. “RESOLVED that Shri Deepak Tandon, who vacates office at the conclusion of this Annual General Meeting, be and is hereby
appointed a Director of the Company, whose office shall not be liable to retirement by rotation.
FURTHER RESOLVED that pursuant to the provisions of Sections 198, 269, 309, 311 and all other applicable provisions, if
any, of the Companies Act, 1956, read with Schedule XIII thereto and all guidelines for managerial remuneration issued by the
Central Government from time to time, the Company hereby approves the appointment by the Board of Directors (“the Board”)
of Shri Deepak Tandon as Whole-time Director of the Company for a period of five years with effect from 1st April, 2010, with
liberty to either party to terminate the appointment on three months’ notice in writing to the other, upon the following terms as to
remuneration as set out hereafter and with further liberty to the Board of Directors / any Committee thereof / Chairman of the Board
from time to time to alter the said terms in such manner as may be in the best interests of the Company, subject however to the
restrictions, if any, contained in the Companies Act, 1956, including Schedule XIII thereto as amended up to date or otherwise
as may be permissible by law, viz.:
A) Basic Salary & Allowance per month:
i) Basic Salary : Rs. 3,00,000/-;
ii) Special Allowance : Rs 70,000/-;
with authority to the Board of Directors/any Committee thereof/Chairman of the Board to make annual increments in basic
salary and aforesaid Special Allowance (Basic salary not exceeding Rs.10,00,000/- per month and aforesaid Special
Allowance not exceeding Rs. 5,00,000/- per month) from time to time as may be deemed fit and appropriate.
B) Perquisites and other amenities payable:
i) House Rent Allowance, Company’s contributions towards Provident Fund & Superannuation Fund, Ex-gratia,
reimbursement of Leave Travel & Medical expenses for self and family, Leave with full pay and allowances, Gratuity
and Personal accident insurance premium : As per the Rules of the Company;
ii) Cars: Chauffeur driven cars provided and maintained by the Company for the use on Company’s business and
interest on Car Loan as per Scheme of the Company;
9
iii) Fees of the clubs: Subject to the maximum of two clubs;
iv) Electricity, Maintenance Charges and communication facility at residence: Actual charges of electricity and
maintenance charges of Housing Society with provision of Telephone, telefax and other modern communication
facilities at residence.
C) So long as Shri Deepak Tandon functions as Whole-time Director of the Company, he will not be subject to retirement by
rotation and shall not be paid any fees for attending the meetings of the Board or any Committee thereof. However, Shri
Tandon may get the sitting fees paid / payable to other Directors for attending meeting of Board of Directors / Committee
of subsidiary(ies), if any, or companies promoted by the B.K.Birla Group.
D) That the aggregate of the basic Salary, Special Allowance and perquisites and other amenities in any financial year
shall be within the limits prescribed from time to time under sections 198, 309 and the other applicable provisions of the
Companies Act, 1956, read with schedule XIII of the said Act as may be for the time being, be in force, or otherwise as
may be permissible by law.
E) In the event of loss or inadequacy of profits in any year, the remuneration including the perquisites and other amenities
as aforestated will be paid to Shri Tandon in accordance with the applicable provisions of Schedule XIII of the Companies
Act, 1956 and subject to the approval of Central Government wherever required.”
To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolutions:
8. “RESOLVED that pursuant to Section 314 and the other applicable provisions, if any, of the Companies Act, 1956, consent of the
Company be and is hereby accorded to Shri Deepak Tandon, Senior President of Birla Tyres Sections of the Company, who was
appointed as Additional Director under Section 260 of the Companies Act, 1956 and Article 103 of the Articles of Association of
the Company to hold place of profit in the Company as Senior President (Accounts, Finance and Taxation) besides the functions
of the Senior President of Birla Tyres (both Balasore and Haridwar Sections) to draw a basic salary of Rs.3,00,000/- per month
from 01.01.2010 to 31.03.2010 plus all other allowances and benefits as per rules of the Company applicable to the category of
a Senior President subject to the limits u/s.309 read with Schedule XIII of the Act.”
9. “RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions of the Companies Act, 1956 and
Article 106 of the Articles of Association of the Company and subject to all other approvals, if any required, the Company be and
is hereby authorized to pay a commission, in addition to the sitting fees for attending the meetings of the Board or Committees
thereof and reimbursement of expenses to attend them as per provisions of law from time to time, to the Directors of the Company,
who are neither in whole – time employment of the Company nor Managing / Whole-time Director of the Company, at a rate of 1%
of the net profits of the Company computed in the manner referred to in section 198(1) of the said Act but not exceeding Rs.50
lac (Rupees fifty lac) to be divided amongst them equally in every financial year for a period of five years with effect from 1st April,
2010 subject however further to such limit per annum as may be decided by the Board in that behalf from time to time.”
Notes:
1. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and vote
instead of himself / herself and the proxy need not be a Member. The Company must receive proxy form(s) not less than
48 hours before the Meeting.
2. Register of Members shall remain closed from 16th June, 2010 to 1st July, 2010 (both days inclusive).
3. The relevant Explanatory Statement, pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Special Business
is annexed hereto.
4. The Board of Directors of the Company in its meeting held on 30th October, 2009 had declared interim dividend of Rs 2.25 per
ordinary share of the Company and paid the same to those members or their mandatees, whose names stood registered as
beneficial owners / members of the Company as on 17th November, 2009.
10
ANNUAL REPORT & ACCOUNTS 2009-10
5. The Final Dividend of Rs.3.25 per ordinary share of the Company, as recommended by the Board, if declared at the ensuing
Annual General Meeting, will be paid, subject to the provisions of Section 206A of the Act, on or after 9th July, 2010, to those
members or their mandatees whose names stand registered in the Company’s Register of Members:
(a) as Beneficial Owners as at the end of business on 15th June, 2010 as per the lists to be furnished by National Securities
Depository Limited and Central Depository Services (India) Limited in respect of the Shares held in Electronic Form, and
(b) as Members in the Register of Members of the Company after giving effect to valid share transfers in Physical Form
lodged with the Company or the Share Transfer Agent on or before 15th June, 2010. The Instruments of Share Transfers,
complete in all respects, should reach the Share Department of the Company at 9/1, R. N. Mukherjee Road, Kolkata-700
001 or the Share Transfer Agent of the Company i.e. MCS Ltd., Unit: Kesoram Industries Ltd., 77/2A, Hazra Road,
Kolkata-700 029 well before the Book Closure date as stated above.
6. In order to avoid the risk of loss / interception of dividend warrants in postal transit and/or fraudulent encashment of dividend
warrants, Shareholders are advised to avail of National Electronic Clearing Service (NECS) facility whereby the dividend will
be directly credited electronically to their respective Bank accounts. This will ensure speedier credit of dividend.
NECS essentially operates on the new and unique bank account number, allotted by banks post implementation of Core Banking
Solutions (CBS) for centralized processing of inward instructions and efficiency in handling bulk transactions. In this regard, if you
hold shares in electronic form, please furnish the new Bank Account Number allotted to you by your bank after implementation
of CBS along with a photocopy of a cheque pertaining to the concerned account, to your Depository Participant (DP) at your
earliest convenience. If you do not provide your new account number allotted after implementation of CBS by your bank, to your
DP, please note that ECS to your old account may either be rejected or returned.
Shareholders holding shares in physical form with a Bank Account covered under CBS may inform the Share Department of
the Company / Share Transfer Agent to avail benefit of NECS.
7. Members, holding shares in physical form, are requested to notify the change in address, if any, to the Share Department
of the Company / Share Transfer Agent and the name of the Bank(s) with account number(s) for inscribing it on the face of
dividend warrant(s) to avoid the fraudulent encashment of the same. Members holding Shares in Electronic form should
send the above information to the respective Depository Participant only.
8. In case the mailing address mentioned on this Annual Report is either without PIN Code or with incorrect PIN Code, members
are requested to kindly inform the Share Department of the Company / Share Transfer Agent or the respective Depository
Participant(s), as the case may be, their PIN Code immediately for speedy and proper delivery.
9. Members, who are holding Shares, in physical form, in identical order of names in more than one Folio, are requested to apply
to the Share Department of the Company / Share Transfer Agent along with the relevant Share Certificates for consolidation
of such Folios in one Folio.
10. As per provisions of the Companies Act, 1956 (Act), facility for making nominations is now available to Individuals holding shares
in the Company. The Nomination Form–2B, prescribed by the Government for the purpose, can be obtained from the Share
Department of the Company / Share Transfer Agent.
11. The last dates of claim of the following dividends from the Company are as under:
Dividends for the financial Date of declaration Last date for claiming
year ended of Dividends unpaid Dividends
31.03.2003 26.06.2003 25.07.2010
31.03.2004 30.06.2004 29.07.2011
31.03.2005 30.06.2005 29.07.2012
31.03.2006 29.06.2006 28.07.2013
31.03.2007 14.03.2007 (Interim) 13.04.2014
31.03.2008 26.06.2008 25.07.2015
31.03.2009 31.10.2008(Interim) 30.11.2015
31.03.2009 26.06.2009 25.07.2016
31.03.2010 30.10.2009(Interim) 29.11.2016
11
12. Pursuant to the provisions of Section 205A read together with 205C of the Act, dividends for the financial year ended 31st March,
2003 and thereafter, which remain unpaid or unclaimed for a period of 7 years will be transferred to the ‘Investor Education
and Protection Fund’ constituted by the Central Government.
Members, who have not got encashed the dividend warrant(s) for the financial year ended 31st March, 2003 or any subsequent
financial years so far, are requested to make their claim to the Share Department / Share Transfer Agent of the Company.
Further, it may be noted that under the Act, once the unclaimed dividend amount is transferred to the Fund as aforestated,
no claim shall lie in respect of such amount.
13. (a) Members desirous of getting any information about the accounts and operations of the Company are requested
to address their query/ies well in advance, i.e. at least 10 days before the meeting, to the Whole-time Director or
Secretary of the Company to enable the Management to keep the information readily available at the Meeting.
(b) Further, to avoid inconvenience, members are requested to bring at the meeting the printed ‘Annual Report &
Accounts’ being sent to them.
(c) Members, who hold shares in Electronic Form are requested to bring their Depository ID Number and Client ID Number
to facilitate easier identification for attendance at the Annual General Meeting.
14. As per requirement of Clause 49(IV)(G)(i) of the Listing Agreement with Stock Exchanges, the particulars of Directors retiring by
rotation and eligible for reappointment and Shri Deepak Tandon, Whole-time Director, are given in the Corporate Governance
Section of the Annual Report.
12
ANNUAL REPORT & ACCOUNTS 2009-10
Shri Tandon is a Chartered Accountant and has vast experience in accounts, finance and taxation besides wide experience of over 26
years within the Industry. Considering the qualification and experience of Shri Tandon, the Board at its meeting subsequently held on
28th April, 2010 appointed Shri Tandon as a Whole-time Director of the Company at the remuneration as set out in resolution No. 7,
subject to the approval of the shareholders for a period of five years with effect from 1st April, 2010. The resolution also proposes to
authorize the Board and/or any Committee thereof and/or the Chairman of the Board to make annual increments in the Basic Salary
and Special Allowance of Shri Tandon subject to limits as specified in the said resolution.
Your Directors are of the view that the remuneration as proposed to be paid to Shri Tandon is in line with the corporate trend prevailing
at present and it is desirable that the appointment of Shri Tandon and the payment of the remuneration to him is approved by the
shareholders.
None of the Directors or the Manager of the Company, except Shri Tandon is concerned or interested in the two resolutions aforesaid.
Your directors recommend passing of the aforesaid resolution no.7 as an Ordinary Resolution and resolution no.8 as a Special
Resolution.
This may also be treated as disclosure under Section 302 of the Companies Act, 1956
ITEM NO. 9
The approval of Shareholders taken earlier for payment of Commission on net profits to Directors other than in whole-time employment
has expired on 31.03.2010. The Board is recommending for approval of continuance of payment of the commission to the Directors other
than the Directors in whole-time employment and Managing / Whole-time Directors for further period of five years from 01.04.2010, to
be calculated at a rate of 1% of the net profits of the Company in accordance with the relevant provisions of the Companies Act, 1956,
subject to a maximum limit of Rs.50 lac (Rupees fifty lac) per annum and further subject to such amount as may be decided by the Board
each year in such manner as they may from time to time deem fit & proper, therefore, it requires the approval of Shareholders.
The Board of Directors recommends the passing of the resolution mentioned under item no. 9 as a Special Resolution.
All the Directors, except Shri Deepak Tandon and the Manager of the Company, are interested in the aforesaid resolution being
recipients of the commission.
By Order of the Board
Registered Office:
9/1, R. N. Mukherjee Road, S. K. Patodia
Kolkata -700 001 Secretary
Dated, the 28th day of April, 2010
13
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31st MARCH, 2010
Dear Members,
Your Directors have pleasure in presenting the ninety-first Annual Report and the Audited Statements of Accounts of the Company for
the year ended 31st March, 2010.
FINANCIAL RESULTS (Rupees in Crore)
Particulars 31st March, 31st March,
2010 2009
14
ANNUAL REPORT & ACCOUNTS 2009-10
DIVIDEND
The Board of Directors in its meeting held on 30th October, 2009 declared an interim dividend and today has recommended the final
dividend for the year ended 31st March, 2010 on Ordinary Shares as under:
Thus, the total dividend of Rs.5.50 per share, as per detail given herein above, has been paid / recommended by the Board for the
financial year ended 31.03.2010.
AUDIT REPORT
As regards paragraphs 3.1(b) and 3.2(a) referred to by the Auditors in its Report, the physical verification of the fixed assets (in phased
manner) and inventories as referred in para nos. 3.1(b) and 3.2(a) respectively at the Spun Pipes & Foundries Section of the Company,
could not be carried out due to continued suspension of work and barricade in front of the factory gate by a section of workers at the
said Section. So far as paragraphs 3.9(b) and 3.16 of the report are concerned, the same are self-explanatory and need no further
explanation.
Regarding the paragraph 3.19 of the Report, the neccessary security or charge pending to be created in respect of Short-term Debentures
will be created within the stipulated time provided by law if not redeemed before. Further, the immovable properties of Birla Tyres, a
Section of the Company at Uttarakhand, could not be created due to continuing verification of search report of the said properties by
the empanelled lawyer of the Lead Banker, State Bank of India. The Short-term Debentures issued during the year were redeemed
before the security could have been created within the stipulated period provided by law.
Further, paragraph 4(f) referred to by the Auditors’ in its Report is self-explanatory and requires no explanation.
GENERAL REVIEW
During the year under review our turnover for the first time crossed Rs.5,000 Crore. This has been primarily due to the increase in sales
of Tyre Section from Birla Tyres Unit-II at Laksar, Haridwar. Birla Tyres Unit-III and Unit-IV related to Truck / Bus Radial and Motor Cycle
/ LCV tyres started Commercial Production in March, 2010 and October, 2009 respectively. Capacity at Vasavadatta Cement was also
increased which started Commercial Production in August, 2009.
The total benefit in top line and bottom line for all these expansions will get reflected in the coming year.
The profitability of the Company during the year has also increased due to good results of Cement Sections and enhanced capacity
of Tyre Sections besides good treasury management and cost control effected throughout the Company. Rayon Section also showed
higher profitability due to strong domestic demand.
Work at Spun Pipe Section continues to be under suspension.
CEMENT SECTIONS
Vasavadatta Cement
Your Directors are pleased to report that the expansion undertaken at this section by setting up the 4th Unit comprising of Cement capacity
of 1.65 million ton per annum and thermal power plant of 17.5 MW has been completed. After completion of trial run, commercial
production of Cement has started from 7th August, 2009.
Operational performance of this section continues to be good and it has achieved highest ever production of Clinker as well as Cement
during the year. Production figures of this section given hereunder include 1,29,300 metric ton of clinker and 76,610 metric ton of
cement produced during trial run of the 4th Unit:
15
Production 2009-10 2008-09
(Metric Ton) (Metric Ton)
Clinker 42,98,390 34,41,496
Cement 42,03,373 39,24,589
Cement dispatches were adversely affected due to non-availability of adequate wagons and as a result clinker to the extent of 4,52,045
metric ton was sold during the year.
The Section has achieved higher production despite several challenges such as substantial build-up of new capacity by other
companies in the industry, lack of corresponding pickup in demand, shortage of rail wagons for movement of cement, coal and raw
materials and unsatisfactory coal availability position in absence of adequate coal linkage arrangements. However, quality of its
products, established brand image and proper logistic management have enabled the section to achieve good performance in a year
characterized by continued slowdown in the construction sector and weak monsoon. Due to surplus capacity, cement prices were not
able to keep pace with rising costs for major part of the year resulting in pressure on margins. Stimulus measures undertaken by the
Government, particularly reduction in excise duty, encouragement to infrastructure development and improving liquidity in the economy
have however, helped to maintain the growth momentum.
Captive power generation was 445.07 million KWH during the year under review as against 338.12 million KWH during the previous
year. Captive power generation catered to about 98% of the total power requirement of the section. 54.15 million KWH being 12.17%
of the power generated from the power plants was sold to Gulbarga Electricity Supply Company Ltd. The unit is also exploring the
possibilities of power generation from Waste Heat Recovery System which will give considerable advantage in cost of power generation.
Further, the Company is also exploring possibilities of further expansion or a Green field unit in nearby area.
As a part of corporate social responsibility, the unit has undertaken various social welfare and community development activities such
as construction of water tank and children’s park, plantation of trees, water conservation, health camps, distribution of agricultural
implements to the villagers, vocational training and skill development activities, etc. in its surrounding areas.
In the year 2009-10, the Section received two prizes in the ‘Mines Safety Week’ under the aegis of DGMS - Drilling & Blasting First
Prize and Method of Working 2nd Prize. Also in the various safety competitions conducted on the occasion of ‘Gulbarga Region Industrial
Safety Day 2010’ (GRISD) celebration, our employees bagged various prizes.
Apart from the above, seven Scout & Guide students of our School - Vasavadatta Vidya Vihar have won recently, the coveted Award
of ‘Rashtrapati Puraskar’.
Industrial relations with the employees were good during the year.
Kesoram Cement
Production figures of this Section are as under:
This Section also has achieved highest ever production of Clinker. However, Cement production and dispatches were adversely affected
due to Telangana agitation and paucity of Railway wagons for movement of cement. Consequently, the Section had to sell 55,024
metric ton of clinker. There was substantial capacity expansion also in Andhra Pradesh, which had put pressure on sales realizations
and profitability of the Section. However, from the month of March 2010, cement prices are improving and are expected to improve
further in coming months.
The unit has built-up an excellent brand image of its blended cement “BIRLA SHAKTI” and was able to market about 81% of its total
output in PPC cement segment.
There has been substantial increase in cost of raw materials and coal. However, Management has taken various control measures
to keep the cost of cement under control.
16
ANNUAL REPORT & ACCOUNTS 2009-10
Captive Thermal Power Plant of this Section generated 113.29 million KWH of power, out of which 0.03 million KWH were supplied
to APTRANSCO. In this Section, about 82% of the power requirement of the cement plant is met from the Captive generation and
balance power was purchased from APTRANSCO. Captive Power Plant plays a vital role in improving the cost competitiveness and
providing quality power to the Section. In view of this, the Section is considering the feasibility of power generation by Waste Heat
Recovery System.
The suit challenging the validity of imposition of Electricity Duty on captive power generation @ 25 paise per Unit from 17.07.2003 by
the Government of Andhra Pradesh is still pending before the Hon’ble High Court of Andhra Pradesh.
This Section bagged the FAPCCI (Federation of Andhra Pradesh Chambers of Commerce & Industry) Award of EXCELLENCE IN
WORKERS’ WELFARE for the year 2008-09, which was presented by the Hon’ble Chief Minister of Andhra Pradesh Sri K.
Rosaiah on 5th April 2010.
Basantnagar Limestone Mines of this Section bagged two 1st prizes for “Environmental & Health Management” and “Maintenance and
Operation of Heavy Earth Moving Equipments” and 2nd prize for “Drilling and Blasting” from the Director General of Mines Safety,
Hyderabad during the Mines Safety Week celebrations.
As a part of corporate social responsibility, the Section is continuing the rural and community development and welfare activities in
nearby villages by running of Agricultural Demonstration Farm, Model Dairy Farm, Vocational Training Centre for Youth, Distribution of
agricultural implements, Sewing Machines, Tri-cycles for physically challenged people, Animal Health Camps, Blood Donation Camps,
Pulse Polio Programs and promotion of Self Help Groups of women for their economic development etc.
Industrial relations were cordial during the year.
BIRLA TYRES SECTIONS
The gross turnover of the Section this year has been Rs.2,849.62 Crore as compared to Rs.1,947.23 crore showing an increase of
about 46.34% compared to last year. In spite of stiff competition, we have been able to increase our market share from 15% to 18%.
The export sales for the year under review amounted to Rs 361.48 crore as against Rs 240.41 crore in the previous year.
Though the Section has recorded commendable sales growth but due to sharp increase in raw material prices particularly of rubber in
quarter III and quarter IV, profitability has been adversely affected.
The Company’s world class Green field facility for production of Motor Cycle/LCV and Truck/ Bus Radial tyres started commercial
production in October, 2009 and March, 2010 respectively.
The board has approved further expansion of capacity to produce Truck/Bus Radial tyres by 85 MT/day at Haridwar and for Passenger
Car Radial tyres of 80 MT/day at Balasore involving capital outlay of Rs. 350 Crore and Rs. 450 Crore respectively. The civil construction
for the above expansions is in full swing and order for the major machineries and equipments have already been placed. The commercial
productions in both the projects are likely to commence by March, 2011.
The Section continues to have the distinction of being certified for ISO-9001, TS-16949, ISO-14001, SA-8000, OSHAS-18001 and
TPM.
Relations with employees have been cordial and conducive to growth during the year.
RAYON & TRANSPARENT PAPER SECTIONS
Amidst challenging environment, performance of VFY (Viscose Filament Yarn) business is satisfactory. Strong domestic demand
and higher penetration in export market led to substantial growth in volumes, coupled with reduction in the cost of all the major raw
materials – pulp and sulphur, the Section’s operating margin improved in spite of the steep hike in coal & electricity costs. Margins in
future, are likely to decline from current level due to upward trend in pulp and sulphur prices. Export demands are also likely to be
impacted due to stiff competition from China and the imposition of Anti-dumping duty by the Government has not been of much help
in arresting cheap imports in the country. The exports were 612 M.T. against 521 M.T. of previous year.
The T.P (Transparent Paper) business continues with unfavourable market environment resulting into poor realization mainly due to
competition with cheaper imports & substitutes. As a result of the above, again the production capacity of this Section could not be fully
utilized. The exports were 293 M.T. against 306 M.T. of previous year. The recent hike in the rate of Excise Duty will further impact
the demand and profitability of this product.
The performance of Section’s chemical business was satisfactory despite the prevailing global economic conditions and cheap
imports.
Relations with the employees were cordial during the year.
17
SPUN PIPES SECTION
The factory of this Section continues to be under suspension of work on and from 2nd May, 2008. The blockade and barricade in front
of the factory gate is continuing, as a result finished goods and other material lying inside the factory could not be removed. All finished
goods outside the factory have been sold.
During the year Rs 4.53 crore were recovered against old outstanding while sale was of Rs.0.35 crore only.
HINDUSTHAN HEAVY CHEMICALS SECTION
The production figures of the Section were as under :
Demand for Caustic Soda was subdued during the year due to slow down in Aluminium sector. However, there was improvement in
demand for joint products – Chlorine and Hydrochloric Acid – towards the end of the year. Production of Caustic Soda was affected due
to frequent breakdowns and power trippings. Production of Hydrogen Gas was lower due to lesser demand from Vanaspati Industry
in the first half of the year but improved considerably towards end of the year.
The Section continues to enjoy certificates for Quality and Environment management under ISO-9001-2000 and ISO-14001-2004.
The Section takes various measures on its own and also in collaboration with various government agencies for improving awareness
of environment and safety.
Relations with employees continue to be cordial.
EXCISE DUTY
During the year under review a sum of Rs 289.98 crore (Rs 414.35 crore in 2008-09) was paid on account of Excise Duty on various
products manufactured and sold by your Company.
INSURANCE
Appropriate Insurance cover has been taken for the properties of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:
i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed by the Company;
ii) appropriate Accounting Policies, as mentioned in Schedule 17, have been selected and applied consistently and such
judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2010 and of the profit of the Company for the financial year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities; and
iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Adequate steps to ensure compliance of all the mandatory provisions of ‘Corporate Governance’ as amended in the Listing Agreements
of the Stock Exchanges with which the Company’s Shares are listed have been taken and your Company has ensured its required
compliance.
18
ANNUAL REPORT & ACCOUNTS 2009-10
A separate Report each on Corporate Governance and Management Discussion & Analysis is annexed hereto as Annexure ‘A’ along
with Auditors’ Certificate for its due compliance and Annexure ‘B’ respectively as part of Annual Report.
DIRECTORS
On 31st December, 2009 Shri S K Parik, Sr. President (Account, Finance & Taxation) and Secretary resigned from the services and
also from the Board on 31st March, 2010 after more than 55 years of service to the Company in various capacities. Your Directors
wish to place on record their appreciation for the services rendered by Shri Parik during his tenure as a Senior Executive as well as
Director of the Company.
Shri K.G. Maheshwari and Shri G.B. Pande, Directors of your Company, retire from the Board by rotation but are eligible for re-
election.
AUDITORS
The Company has received a requisite certificate pursuant to Sec.224 (1B) of the Companies Act, 1956 and a confirmation that Price
Waterhouse, the Auditors of your Company, is complying with ongoing cycle of peer review process as required by the ‘Statement on
Peer Review’ issued by The Institute of Chartered Accountants of India (ICAI) together with a copy of the peer review certificate dated
30.8.2006 issued by the ‘Peer Review Board’ of ICAI regarding their eligibility for re-appointment as Auditors, who retire at the ensuing
Annual General Meeting and we recommend their re-appointment.
COST AUDITORS
The Company has appointed qualified Cost Auditors, in terms of the directives of the Central Government under section 233B of the
Companies Act, 1956, to conduct cost audits of the various products manufactured by the Company.
PARTICULARS OF EMPLOYEES
The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 forms part of this Report and the same is enclosed as Annexure ‘C’.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of clause 32 of the Listing agreement with the Stock exchanges is
annexed hereto.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
A Statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, is annexed hereto as Annexure ‘D’.
APPRECIATION
We wish to acknowledge the understanding, support and the services of the sincere workers, staff and executives of the Company,
which have largely contributed to the efficient operations & management of the Company. Your Directors also wish to place on record
the valuable co-operation & support received from the Financial Institutions, Banks, the Government of India, the State Governments
and the concerned local authorities.
We would also like to express sincere thanks to our Shareholders and Debenture holders for their confidence and understanding.
B. K. BIRLA Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE Directors
AMITABHA GHOSH
Kolkata, S.K.PATODIA DEEPAK TANDON P. K. MALLIK
28th April, 2010. Secretary Whole-time Director MANJUSHREE KHAITAN
19
ANNEXURE “A”
REPORT ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Your Company has been practising the principles of good Corporate Governance, which comprise all activities that result in the control
of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management.
The details of the Corporate Governance compliance by the company as per the Clause 49 of the Listing Agreement with Stock
Exchanges are as under:
I. COMPLIANCE OF MANDATORY REQUIREMENTS:
A. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself to increasing long-
term shareholders’ value, keeping in view the needs and interests of all its Stakeholders. The Company is committed to transparency
in all its dealings and places emphasis on business ethics.
B. BOARD OF DIRECTORS:
i) COMPOSITION OF BOARD, DIRECTORSHIPS & COMMITTEE POSITIONS HELD IN OTHER COMPANIES AND SHARES
OF THE COMPANY HELD AS AT 31ST MARCH, 2010:
The Board of the Company comprises of adequate blend of professional, executive & independent directors.
20
ANNUAL REPORT & ACCOUNTS 2009-10
ii) ATTENDANCE OF DIRECTORS PRESENT IN THE MEETINGS HELD DURING THE YEAR 2009-10:
Five board meetings were held during the financial year ended 31st March, 2010 i.e. on 2nd May, 2009, 26th June, 2009, 25th July,
2009, 30th October, 2009 and 28th January, 2010. The attendance of each director at these meetings was as follows:
C. AUDIT COMMITTEE:
i) TERMS OF REFERENCE:
The Audit Committee has been mandated with the same terms of reference as specified in the revised Clause 49 of the Listing
Agreements with Stock Exchanges and covers all the aspects stipulated by the SEBI Guidelines. The terms of reference also
fully conform to the requirements of section 292A of the Companies Act, 1956.
ii) COMPOSITION, NAME OF MEMBERS AND CHAIRMAN:
As on 31.03.2010 the Audit Committee consists of three non-executive independent Directors. Four meetings were held during
the financial year ended 31st March, 2010 i.e. on 1st May, 2009, 25th July, 2009, 30th October, 2009 and 28th January, 2010.
The composition of the Audit Committee and the attendance of each member at these meetings were as follows:
21
iv) INVITEES: (as & when considered necessary)
a) Shri G. B. Pande, a nominee Director of LICI attended the meeting held on 1st May, 2009.
b) The Statutory Auditors.
c) The Internal Auditors and Cost Auditors.
d) Shri U. S. Asopa, Sr. Joint President (Finance) and Shri Suresh Kumar Sharma, Sr. Joint President (Commercial) at the
Corporate Office of the Company.
v) The Audit Committee comprises of all non-executive and independent directors and they are the persons of vast knowledge and
experience. Shri P. K. Mallik, Chairman of the Audit Committee is a Senior Chartered Accountant with the requisite Financial and
Accounting expertise. Shri P.K. Choksey and Shri A. Ghosh, the other two members are also Senior Chartered Accountants. All
the present members are financially literate.
vi) The Chairman of the Audit Committee attended the Annual General Meeting of the company held on 26th June, 2009 and he
ensured that necessary clarifications and explanations were provided to the members of the Company on issues regarding
accounts and finance.
vii) The Quarterly Unaudited Financial Results as well as the Annual Financial Statements during the year ended 31st March, 2010
were reviewed and examined by the members of the Audit Committee before recommendation of the same to the Board of
Directors for their perusal and approval on the following dates:-
D. REMUNERATION COMMITTEE:
The Remuneration Committee consists of three Non-Executive Independent Directors i.e. Shri B. P. Bajoria as Chairman and
other two members are Shri P. K. Mallik and Shri P. K. Choksey. The Committee met twice i.e. on 24.07.2009 and 25.01.2010
to bring more transparency and proper consideration in the system of revision of remuneration of the senior executives.
THE DETAILS OF REMUNERATION PAID DURING THE YEAR TO THE DIRECTORS ARE AS UNDER
Sl. Name of the Directors Sitting fees paid for Commission for the
No. Board Meetings Committee Meetings financial year
(in Rs.) (in Rs.) 2008-09 paid in
financial year 2009-2010
1 Shri B.K. Birla 1,00,000 - 2,50,000
2 Shri K.G. Maheshwari 60,000 - 2,50,000
3 Shri B.P. Bajoria 60,000 1,70,000 2,50,000
4 Shri P.K.Choksey 80,000 40,000 2,50,000
5 Shri A.Ghosh 1,00,000 40,000 2,50,000
6 Shri P.K. Mallik 1,00,000 2,20,000 2,50,000
7 Smt.Manjushree Khaitan 80,000 - 2,50,000
8 Shri G. B. Pande* 60,000 10,000 2,50,000
9 Shri S. K. Parik** - - -
10 Shri Deepak Tandon*** - - -
Total: 6,40,000 4,80,000 20,00,000
22
ANNUAL REPORT & ACCOUNTS 2009-10
* Commission & fees paid to the nominating Institution, Life Insurance Corporation of India.
** Notwithstanding Shri Parik, being the Director, drew the remuneration of Rs.78,10,019/- as Sr. President, Finance &
Taxation and Secretary up to 31st December, 2009 during the financial year ended 31st March, 2010.
*** Shri Deepak Tandon received the remuneration of Rs.27,59,365/- for the period 1st January, 2010 to 31st March, 2010
which is subject to approval of shareholders in the ensuing Annual General Meeting.
Besides the sitting fees & travelling expenses to attend any meeting of the Board or any Committee thereof, the approval of the
Shareholders in its meetings held on 30th June, 2005 & 26th June, 2008 enables the Company to pay commission in every financial
year to its Directors (to be divided amongst them equally) except Shri S.K. Parik at the rate of 1 per cent of the net profit (restricted
to maximum Rs.25 Lacs* per annum) of the Company computed in the manner referred to in Section 198/349 of the Companies Act,
1956, for a period of 5 years w.e.f. 1st April, 2005. Shri Deepak Tandon, who was appointed as Additional Director w.e.f. 01.01.2010 is
also not entitled to the aforesaid commission.
Commission payable to the Directors for the financial year 2009-2010 is Rs. 24,00,000/-.
Besides the above, no other pecuniary relationship or transactions vis-a-vis the Company exist with the Non-Executive Directors.
* enhanced from Rs 15 lacs per annum, effective financial year 2007-08, in Shareholders’ meeting held on 26th June, 2008.
E. SHAREHOLDERS’ COMMITTEES:
i) The “Share Transfer and Finance Committee” is comprised of two non-executives independent Directors namely Shri B.
P. Bajoria & Shri P. K. Mallik and Shri Deepak Tandon is the other member of the Committee. The Committee is headed
by Shri B. P. Bajoria. Shri S K Parik resigned from the Committee during the year and in his place Shri Deepak Tandon
was inducted as the member w.e.f. 1st January, 2010. It deals with the approval of transfer and transmission of securities,
issue of duplicate certificate(s) / advices and other Shareholder related issues in addition to matters pertaining to certain
finance related decisions.
The Committee met 15 times during the year under review.
ii) The Company also has a “Shareholders’/Investors’ Grievance Committee” consisting of two non-executive independent
Directors namely, Shri P.K. Mallik, Chairman & Shri B.P. Bajoria and Shri Deepak Tandon, being the other member. Shri S
K Parik resigned from the Committee during the year and in his place Shri Deepak Tandon was inducted as the member
w.e.f. 1st January, 2010. This Committee specifically looks into redressal of Shareholders’ and Investors’ complaints with
a primary objective to improve investor relations and had met thrice i.e. on 13th July, 2009, 25th January, 2010 and 22nd
March, 2010 during the financial year 2009-2010.
a) POSITION AS ON 31st March, 2010 OF THE SHAREHOLDERS’ COMPLAINTS RECEIVED & REDRESSED DURING
THE FINANCIAL YEAR:
Nature of Grievances Complaints received from Total complaints Total No. of grievances
received during redressed outstanding as on
Investors Stock SEBI ROC 2009-10 31.03.2010
directly Exchanges
Non-receipt of Dividend/Interest/ 33 2 16 Nil 51 51 Nil
Redemption Warrant(s)
Non-receipt of Share / Debenture 4 Nil 5 Nil 9 9 Nil
Certificate(s)
Non-Receipt of Duplicate Share/ Nil Nil Nil Nil Nil Nil Nil
Debenture Certificate(s)
Demat related grievance(s) 5 Nil Nil Nil 5 5 Nil
Non-receipt of Annual Report(s) 69 4 Nil Nil 73 73 Nil
TOTAL: 111 6 21 Nil 138 138 Nil
b) NUMBER OF PENDING COMPLAINTS AS AT 31.03.2010: NIL
With effect from 01.01.2010 Shri S. K. Patodia, Secretary is the “Compliance Officer” of the Company for compliance of
the requirements under the Listing Agreements with the Stock Exchanges. Shri S.K. Parik discharged this function till
31.12.2009.
23
F. GENERAL BODY MEETINGS:
i) Details of Annual General Meetings (AGMs) :
G. DISCLOSURES:
i) Disclosure on materially significant related party transactions:
Details of related party transactions during the year have been set out under Note No. 25 of Schedule 17 of the Annual
Accounts. These are not having any potential conflict with the interests of the Company at large.
ii) Details of Non-Compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges,
SEBI or any Statutory authorities on any matter related to Capital Markets:
24
ANNUAL REPORT & ACCOUNTS 2009-10
All the requirements of the listing agreement with the Stock Exchanges as well as regulations and guidelines of SEBI have
been complied with by the Company. No penalty has been imposed or stricture has been made by SEBI, Stock Exchanges
or any Statutory Authorities on matters relating to Capital Markets during the last three years.
iii) Whistle Blower Policy:
The Company does not have any Whistle Blower Policy as of now but no personnel is being denied any access to the
Audit Committee.
iv) Details of compliance with mandatory requirement and adoption of non-mandatory requirements:
All the mandatory requirements have been appropriately complied with and the non-mandatory requirements are dealt
with at the end of this Report.
H. MEANS OF COMMUNICATION:
i) Financial Results & ANNUAL REPORTS ETC.:
The Quarterly Unaudited Financial Results and the Annual Audited Financial Results as taken on record and approved respectively
by the Board of Directors of the Company are published in leading national newspaper, i.e. The Business Standard (English – all
India edition), Dainik Statesman (Bengali – local edition) and are also sent immediately to all the Stock Exchanges with which the
Shares of the Company are listed. These results are also posted on Company’s web site www.kesocorp.com. The official news
release and other related information, if any, are displayed on the aforesaid website of the Company. Whenever any presentation
relating to the Company’s working to analysts/bankers etc. is made, the same is also displayed on the Company’s website as
and when such presentation(s) take(s) place.
The Quarterly Unaudited Results and Annual Financial Results along with the Report on Segment Revenue, Results and Capital
Employed, Balance Sheet, Profit & Loss Account, Directors’ Report, Auditors’ Report, Cash Flow Statement, Corporate Governance
Report, Report on Management Discussion and Analysis and Shareholding Pattern etc. can also be retrieved by investors from
the Electronic Data Information Filing and Retrieval System set up by the National Informatics Center in association with SEBI.
The site can be accessed at http://sebiedifar.nic.in for information required.
ii) MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&AR):
The Management Discussion and Analysis Report as reviewed by Audit Committee set out in Annexure “B” forms part of the
Annual Report.
ii) FINANCIAL YEAR : The financial year of the Company covers 1st April to 31st March.
iii) DATE OF BOOK CLOSURE: 16th June, 2010 to1st July, 2010
(both days inclusive)
iv) DIVIDEND PAYMENT DATE : On or after 9th July, 2010.
v) INFORMATION PERTAINING TO THE STOCK EXCHANGES:
a) Listing on Stock Exchanges
The Calcutta Stock Exchange Association Ltd., 7 Lyons Range, Kolkata-700001
Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001
National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051
Societe de la Bourse de Luxembourg, Societe Anonyme/R.C.B. 6222,B.P.165, L-2011 Luxembourg
25
b) Stock Code for:
Bombay Stock Exchange 502937
National Stock Exchange KESORAMIND
Calcutta Stock Exchange 10000020
Luxembourg Stock Exchange 492532205
The annual listing fees of these Exchanges have been paid by the Company for the year 2009-2010.
c. ISIN No. for the Company’s Ordinary Shares in Demat Form: INE087A01019
d. Depository Connectivity: NSDL and CDSL
vi) STOCK MARKET PRICE DATA:
Month Calcutta Stock Exchange * Bombay Stock Exchange National Stock Exchange
High Low High Low High Low
April, 2009 N.T. N.T. 180.00 136.00 178.90 135.05
May, 2009 N.T. N.T. 315.00 165.00 300.20 160.00
June, 2009 N.T. N.T. 328.00 247.05 333.00 246.05
July, 2009 N.T. N.T. 384.95 258.00 384.25 256.25
August, 2009 N.T. N.T. 382.10 300.00 382.90 300.10
September, 2009 N.T. N.T. 393.50 328.00 393.80 325.00
October, 2009 N.T. N.T. 391.00 321.00 391.00 321.00
November, 2009 N.T. N.T. 345.00 303.00 353.50 306.90
December, 2009 N.T. N.T. 374.40 333.50 375.00 332.25
January, 2010 N.T. N.T. 409.00 325.00 409.90 325.00
February, 2010 N.T. N.T. 377.00 312.30 377.80 317.00
March, 2010 N.T. N.T. 404.60 361.90 404.70 364.00
* Note: There was no trading during the year.
140
120
Percentage Fluctuation
100
80
60
KESORAM PRICE VARIATION
BSE SENSEX VARIATION
40
20
0
April, 2009 May, 2009 June, 2009 July 2009 August, 2009 September, 2009 October, 2009 November, 2009 December, 2009 January, 2010 February, 2010 March, 2010
Monthwise Reporting
26
ANNUAL REPORT & ACCOUNTS 2009-10
vii) PERFORMANCE IN COMPARISON TO BROAD BASED INDICES SUCH AS BSE SENSEX, CRISIL INDEX ETC.
viii) REGISTRAR AND SHARE TRANSFER AGENT:
M/s. MCS Limited, (Unit: Kesoram Industries Ltd.)
77/2A, Hazra Road, Kolkata-700 029
Phone Nos.: (033)2476-7350 to 54, 2454-1892/3, Fax Nos.: (033)2454-1961, 2474-7674;
e-mail. mcscal@cal2.vsnl.net.in, mcskol@rediffmail.com
ix) SHARE TRANSFER SYSTEM :
Share transfers of physical Shares are generally registered within a maximum period of 3 weeks from the date of receipt provided the
documents are complete in all respects. With a view to expedite the share transfer process, certain executives have been delegated
with the authority to approve any single transfer not exceeding 10,000 shares. Single transfers above 10,000 shares are approved by
the ‘Share Transfer and Finance Committee’. The Company’s Registrar & Share Transfer Agent dispatches the transferred shares to
the transferees immediately after the transfers take place.
x) DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH,2010:
a) According To Category Of Holding:
Category No. of Shareholders % of Shareholders No. of Shares % of Shares
Promoters 24 0.03 1,21,09,293 26.47
Mutual Funds / UTI 36 0.05 67,36,094 14.73
Financial Institutions & Banks 47 0.06 2,24,036 0.49
Foreign Institutional Investors 24 0.03 8,32,050 1.82
Insurance Companies 8 0.01 63,94,293 13.98
NRI/OCB 479 0.60 21,83,002 4.77
Private Body Corporates 1,200 1.52 26,94,833 5.89
Individuals 77,226 97.70 75,27,842 16.46
GDRs 1 - 70,41,875 15.39
Total 79045 100.00 4,57,43,318 100.00
b) According to number of Ordinary Shares Held:
No. of ordinary Shares held No. of Shareholders % of Shareholders No. of Shares % of Shares
1-100 68419 86.56 2102611 4.60
101-200 5041 6.38 776242 1.70
201-500 3376 4.27 1152898 2.52
501-1000 1167 1.48 912668 1.99
1001-5000 770 0.97 1660277 3.63
5001-10000 113 0.14 841674 1.84
10001 – above 159 0.20 38296948 83.72
Total: 79045 100.00 45743318 100.00
xi) DEMATERIALIZATION OF SHAREHOLDING AND LIQUIDITY:
As per SEBI’s Guidelines, your Company’s Ordinary Shares are compulsorily traded in Dematerialized form for all the investors
with effect from 31st May, 1999. 3,68,54,762 Shares were in Dematerialized form representing 80.57% of the total Ordinary Shares
as on 31st March, 2010.
As per agreements of the Company with NSDL and CDSL, the investors have an option to dematerialize their Ordinary Shares
with either of the Depositories.
xii) OUTSTANDING GDRS / ADRS / WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY
IMPACT ON EQUITY:
The allotment of Ordinary Shares for GDRs issued during the year 1996, was completed in the same year. As such, there are
no GDRs/ ADRs or any Convertible Instrument pending conversion to impact the Ordinary Share Capital of the Company.
However, as on 31st March, 2010 the Company awaits 70,41,875 GDRs from its holders for cancellation and delivery of shares
against thereof.
27
xiii) INSIDER TRADING:
The Code of Internal Procedure & Conduct under The SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended, is
in force since 28.04.2002.
xiv) PLANT LOCATIONS :
Section Factory Location City Office Run under
name & style of
Cement Sedam, Dist.Gulbarga 10-3-316/2, Crystal Towers, 2nd Floor, Above Vasavadatta
Karnataka-585222 Andhra Bank, Masab Tank, Cement
Phone: 08441-276005/277403 Hyderabad 500028, A.P.
Fax: 08441-276139 Phone: 040-23342296/8056
E-mail: communication@ Fax: 040-23344109/7821
vasavadattacement.com E-mail: hyderabad@vasavadattacement.com.
Basantnagar, 10-3-316/2, Crystal Towers, 2nd & 3rd Floors, Kesoram
Dist.Karimnagar Above Andhra Bank, Masab Tank, Cement
Andhra Pradesh-505187 Hyderabad 500028, A.P.
Phone.: 08728 -228122/228125/228156 Phone: 040-23348896/7843/ 7613
Fax: 08728-228160 Fax: 040-23344109/23347821
E-mail: E-mail: hyderabad@kesoramcement.com
communication@kesoramcement.com
Automobile Tyres P.O. Chhanpur, Via.Kuruda, Shivam Chambers Birla Tyres
and Tubes Dist. Balasore, Orissa, PIN.756056 53, Syed Amir Ali Avenue,
Phone: 06782-254259/780/620 Kolkata-700019
Fax: 06782-254225 Phone .: 033-2281-4813/4717-20
E-mail: btbls@cal2.vsnl.net.in Fax: 033-2281-4874
E-mail: ho@birlatyre. com
Gram Khedimubarakpur,
Tehsil Laksar, Dist. Haridwar,
Uttarakhand - 247 663.
Phone: 01332- 256000/256001.
Fax : 01332- 255177.
E-mail.:bthdr@birlatyres.org
Rayon & P.O. Nayasarai, “Industry House” Kesoram Rayon
Transparent Rly. Station: Kuntighat, 10, Camac Street,
Paper Near Tribeni, Dist.Hooghly Kolkata-700017
West Bengal-712513 Phone.033-2282-4721-24
Phone: 033-26846431-34/ 26846457 Fax: 033-2282-8879
Fax : 033-26846461 E-mail: rayon@cal.kesoramrayon.co.in
E-mail: kesoram@rayonworks.com
Spun Pipes & P.O Adcconagar, “Industry House” Kesoram Spun
Foundries Bansberia, Dist.Hooghly 10, Camac Street, Pipes &
West Bengal-712121 Kolkata-700017 Foundries
Phone: 033-26346462/6465/6620 Phone: 033-2282-2476-78
Fax : 033-26346621 Fax: 033-2282-9370
E-mail: spunpipe@cal.vsnl.net.in E-mail: kesospun@cal.vsnl.net.in
Heavy Chemicals 19, B. T. Road, Khardah, 8th floor, Birla Bldg. Hindusthan
P.O.Balaram Dharma Sopan, 9/1, R.N. Mukherjee Road, Heavy
Kolkata-700116 Kolkata-700001 Chemicals
Phone: 033-2553-2879/5183 Phone: 033-2213-1680-89 (10 Lines)
Fax: 033-2553-3860/2583-9218 Extn.: 1863/1854
E-mail:hhcl_fac@vsnl.net Fax: 033-2242-1931
E-mail: hhc_ho@vsnl.net
28
ANNUAL REPORT & ACCOUNTS 2009-10
xv) Address for Correspondence:
a) For routine matters:
Any assistance regarding Share transfers and transmissions, change of Address, non-receipt of dividends, duplicate /
missing Share Certificates, demat and other matters, please write to or contact the Share Department of the Company at
the address given below: -
Shri G. K. Ojha, Kesoram Industries Ltd., 9/1, R. N. Mukherjee Road, Kolkata-700001. Phone No.: (033)2243-7121
Fax No. (033)2210-9455 E-mail: gkojha@kesoram.net
Or,
Registrar & Share Transfer Agent: M/s. MCS Limited (Unit: Kesoram Industries Ltd.) 77/2A, Hazra Road, Kolkata-700 029
Phone Nos.: (033)2476-7350 to 54, 2454-1892/3 Fax Nos.: (033)2454-1961, 2474-7674; E-mail : mcscal@cal2.vsnl.net.in,
mcskol@rediffmail.com
b) For Redressal of Complaints and Grievances:
The Secretary Telephone Nos. : (033) 2243-5453,2242-9454/2248-6607.
Kesoram Industries Ltd., Fax No. : (033)2210-9455
9/1, R.N. Mukherjee Road, E-mail : kesocorp@cal3.vsnl.net.in
Kolkata-700001
II. COMPLIANCE OF NON-MANDATORY REQUIREMENTS :
i) The Board:
The Corporate Office of the Company bears the expenses of the office of the Chairman. Some of the independent Directors
have the tenure in aggregate on the Board of more than 9 years.
ii) Remuneration Committee:
The Company has re-constituted Remuneration Committee comprising of Shri B. P. Bajoria as a Chairman, Shri P.K.
Choksey and Shri P. K. Mallik being members as stated in item no.D of I above.
iii) Shareholder Rights :
Half yearly results including summary of the significant events was sent during the year to the Shareholders of the
Company.
iv) Audit qualifications:
The Company at present does not have any qualification pertaining to the Financial Statements other than technical
qualification on remuneration of Shri Deepak Tandon, a Director, which is self-explanatory.
v) Training of Board members:
There was no Directors’ training programme during the year ended 31.03.2010.
vi) Mechanism for evaluating non-executive Board members:
Non-Executive Directors were being always evaluated by their own peer in the Board meetings during the year 2009-10,
although there was no formal peer group review by the entire Board except the Directors concerned.
Vii) Whistle Blower Policy:
The Company does not have any Whistle Blower Policy as of now but no personnel is being denied any access to the
Audit Committee.
B. K. BIRLA Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE Directors
AMITABHA GHOSH
Kolkata, S.K.PATODIA DEEPAK TANDON P. K. MALLIK
28th April, 2010. Secretary Whole-time Director MANJUSHREE KHAITAN
29
Declaration
All the Board members and the Senior Management personnel have affirmed their compliance of the ‘Code of Conduct for Members
of the Board and Senior Management’ for the period from 1st April, 2009 to 31st March, 2010 in terms of clause 49(I)(D)(ii) of the
Listing Agreement with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted
by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements. The Company has established
risk assessment / minimisation and internal control procedures which are being updated / formalised.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
(S. K. Deb)
Partner
Membership No. 13390
30
ANNUAL REPORT & ACCOUNTS 2009-10
ANNEXURE“B”
REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS
A. INDUSTRY STRUCTURE AND DEVELOPMENT
CEMENT
Indian Cement Industry continues to be the second largest cement producer in the world with installed capacity of 244.69 million
Ton.
The Indian Cement Industry had a growth of 12% in the year under review as compared to 8% in previous year in spite of the global
financial melt down affecting the entire world economy including India.
During the year under review, Cement Industry has achieved capacity utilization of 85% as against 88% in preceding year, which has
dropped mainly due to augmentation of new capacity.
The cement production and consumption in India has recorded growth of 12% and 13% respectively over preceding year but the cement
production and consumption in Southern Region, where both the cement Plants of the Company are situated have been only 9% & 5%
respectively due to sizable addition of new capacity which has put pressure on Cement prices as well.
TYRE
The Indian Tyre Industry is mainly dominated by the organized sector and consists of five major players who together account for
approximately 85% of the Industry’s turnover. These companies have a presence in all the major segments of the Tyre Industry –
the replacement market, Original Equipment Manufacturers (OEMs) as well as export and consequently, offer the consumer a well
diversified product mix.
In the Indian Tyre Industry commercial vehicle tyres take the lead and account for approximately 65% of the Industry’s turnover. As
a result, the growth of the entire Tyre Industry depends on primary factors like agricultural growth, overall GDP growth, industrial
production, growth in vehicle demand and secondary factors like infrastructure development, prevailing interest rates and financing
options. Another significant difference between the Indian and the global Tyre Industry is the extent of radialisation in the commercial
vehicle tyres. Globally, commercial vehicle tyres are radialized to the extent of 70% as compared to India where the radialisation levels
in this segment until last year was only 10%. However, this trend is gradually changing and it is expected that radialisation levels will
go up to the extent of 20-25% in the next 2 years. The major domestic players have announced significant expansion plans to meet
the growing demand for commercial vehicle radial tyres.
RAYON & TRANSPARENT PAPER
There is no growth in the production capacities in the country. The demand for Viscose Filament Yarn (VFY) is expected to be moderate
in the short to medium term in view of the high competition with other fibres and increased imports in the country.
Further, the Transparent Paper (TP) manufacturing is not viable due to high cost of inputs, cheap substitutes resulting into restricted
demand.
Looking to erratic demand of both the products, there does not appear to be any further scope of development.
SPUN PIPES
The Industry witnessed sluggish demand during the first half of the year under review. While demand for pipes has picked up but Cast
Iron pipes continue to face very stiff competition from Ductile pipes. As the section is under Suspension of Work since 2nd May 2008,
no comments are made under the heads “Opportunities & Threats, Segmentwise Performance, Outlook and Risks & Concerns.”
HEAVY CHEMICALS
The capacity utilization of Indian Caustic Soda Industry declined to around 67% during the year due to demand recession and huge
import at dumping price. The Industry’s demand for imposition of safeguard duty – in addition to prevailing anti-dumping duty – has
been favourably considered by the designated authority resulting in sharp decline in imports towards the end of the year.
Capacity utilization in Sulphuric Acid Industry suffered in the first half due to import of the product at throwaway prices. However, the
situation improved in the second half due to increase in prices of Sulphur and Sulphuric Acid in International Market.
B. OPPORTUNITIES AND THREATS
CEMENT
In order to meet future demand for Cement, Industry has taken up large scale capacity expansion during the last three years and further
substantial capacity addition is planned during next two years.
31
Creating world class road infrastructure for laying highways, road to rural connectivity, mass housing, urban development and projects
for upliftment of rural economy etc. are some of the major thrust areas of Government and to achieve these objectives, Government
has been increasing substantially its budget allocation in the last two years.
Heavy augmentation in capacities by 70-80 million ton in next two to three years coupled with non-availability of good quality of coal
and inadequate wagons for transportation are the main threats.
TYRE
The national thrust on road infrastructure, construction of expressways and national highways present a range of opportunities for the
Tyre Industry. Creation of road infrastructure has given some fillip to surface transportation. Emphasis on making India an Auto Centre
for small cars also augurs well for the Industry. The Tyre industry will continue to play an important role in this dynamic and evolving
situation.
The volatility in raw material prices is the biggest threat.
RAYON & TRANSPARENT PAPER
The curtailed production of VFY due to suspension of operations by few competitors created supply gap, which resulted in an opportunity
to maintain the inventory. However, regular imports and stiff Chinese competition in International Market are the biggest threats to the
VFY Industry.
The TP segment is affected by slowdown in demand from ‘Fireworks’ Industry. Any increase in selling price due to increase in costs
of inputs is threatened by diversion to cheaper alternatives.
The volatility in raw material prices and imports from China, however, remains the biggest threat.
HEAVY CHEMICALS
Ongoing capacity addition and Greenfield projects in Aluminium sector in Eastern India will improve demand for Caustic Soda in the
coming years. Lower production cost of larger capacity Caustic Soda Plants in Eastern India may affect competitiveness of the Unit.
C. OUTLOOK
CEMENT
Even though, India is the second largest cement producer in the world, the per capita cement consumption is only 156 Kg., as against
the world average of 396 Kg. Therefore, there is enormous opportunity for the growth of Cement Industry. This country has huge
potential for cement consumption growth, considering major emphasis of the Government on infrastructure development and boost to
housing sector through measures like easy finance, provision of tax incentives etc.
TYRE
Fortune of Tyre Industry is linked to the automobile & transportation sectors. Future looks bright due to various economic fillips by the
government, large infrastructure spending and positive market sentiment.
RAYON & TRANSPARENT PAPER
The sales outlook of VFY appears positive owing to signs of revival in consumer off-take. However, focus will continue to be on increasing
share of value added yarn and improving yarn quality.
Realisations of TP are expected to be under pressure due to cheap imports and substitutes. The Government should consider to provide
some incentives to encourage bio-degradability and eco-friendly attributes of this product.
HEAVY CHEMICALS
Improvement in demand for joint products – Chlorine, Hydrochloric Acid and Hydrogen Gas was witnessed during the second half of
the year under review, which is expected to be sustained and is likely to result in better realization for the products.
D. RISKS AND CONCERNS
CEMENT
Although cement demand is expected to grow with economic growth, large capacity additions may create surplus capacity in the short
term. Any unexpected slow down in the economic activity or deferment of large infrastructure projects will aggravate the situation and
affect margin adversely.
Cement Industry is heavily dependent on coal for its fuel requirement. While cement capacity is increasing continuously whereas the
allotment of coal against linkages is decreasing. As a result, Cement Industry’s fuel cost is increasing due to purchase of coal from
open market, E-auction or import of coal.
32
ANNUAL REPORT & ACCOUNTS 2009-10
Similarly, short supply of Railway Wagons is also a major bottleneck, affecting outward movement of cement and inward movement of
raw materials like gypsum, coal etc. Alternate Road Transport, only add to the inward and outward transport costs.
TYRE
The volatility in all major raw material prices and the inverted duty structure between tyres and natural rubber puts further pressure on
the Industry’s revenue and profitability.
RAYON & TRANSPARENT PAPER
The revenue is likely to be impacted due to increased competition and rising input costs in both VFY & TP segments. Exports are
likely to be affected due to subdued demand.
HEAVY CHEMICALS
Steep increase in power cost caused by rise in price of coal is a major concern as power constitutes around 65% of cost of production
in Caustic Soda Industry.
E. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has proper and adequate systems of internal control, to safeguard all assets against loss from unauthorized use or
disposition. These systems also ensure that all transactions are authorized, recorded and reported correctly. Regular internal audits
and checks are carried out to provide assurance that adequate systems are in place and that the responsibilities at various levels are
discharged effectively. The Management continuously reviews the internal control systems and procedures to obtain comfort regarding
orderly and efficient conduct of business. The review includes overseeing adherence to management policies, safeguarding the assets
of the Company as well as ensuring the preparation of timely and accurate financial information. The emphasis on internal control
prevails across functions and processes, covering the entire gamut of activities including finance, supply chain, sales and distribution,
marketing and the like. A strong system of internal audit supported by Internal and External Auditors and effective & comprehensive
reviews by the Audit Committee have strengthened the internal control within the organization.
F. MATERIAL DEVELOPMENT IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Measures for safety of employees, training, welfare and development continue to get high priority at all levels, which are reflected in
the improved quality and efficiency. Industrial relations have been cordial during the year under review except Spun Pipes Section,
where the factory continues to be under suspension of work since 2nd May, 2008.
G. The Company as a whole had 13,544 persons on its rolls as on 31.3.2010.
H. CAUTION STATEMENT
Statements in this report on Management Discussion and Analysis describing the Company’s objectives, projections, estimates,
expectations or predictions may be forward looking statements within the meaning of applicable laws or regulations. These statements
are based on certain assumptions and reasonable expectation of future events. Actual results could, however, differ materially from
those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic
demand-supply conditions, finished goods prices, raw materials cost & availability, changes in Government regulations and tax structure,
economic developments within India and the countries with which the Company has business contacts and other factors such as
litigation and industrial relations.
Thus, the Company should and need not be held responsible, if, which is not unlikely, the future turns to be something quite different.
Subject to this management disclaimer, this discussion and analysis should be perused.
B. K. BIRLA Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE Directors
AMITABHA GHOSH
Kolkata, S.K.PATODIA DEEPAK TANDON P. K. MALLIK
28th April, 2010. Secretary Whole-time Director MANJUSHREE KHAITAN
33
34
Annexure “C”
Particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 for
the year ended 31.03.2010
a) Employed throughout the financial year under review and were in receipt of remuneration for the financial year in aggregate of not less than Rs.24,00,000/-.
Sl. Name Designation Nature of Gross remu- Age Qualification(s) Date of Experience Last employment held
No. Duties neration (Rs.) (Years) Commencement (No.of years) Name of Designation
of employment the Company
1 Shri A. Ostwal Sr.Vice President In-charge of sales 24,85,413 50 B. Com., P.G.D. 02.06.1984 26 - -
(Sales & Marketing) & marketing in Marketing &
(Kesoram Cement Sales Management
Section)
2 Shri A. K. Uppal Jt. President In-charge of 31,55,246 54 B.Sc.(Engg.), 01.07.2001 29 Century Cement Chief Resd.
(Marketing) Domestic Sales PGDBM Executive
(Tyres Sections) & Marketing
3 Shri C. K. Jain Jt. President In-charge of 38,96,230 57 B.E. (Elec.) 15.01.1986 36 Cement Corpn. Senior Engr.
(Engg. & PP) Operations, of India (Elec.)
(Vasavadatta Maintenance
Cement Section) and TPH.
4 Shri Deepak Tandon Director, Sr. President Management 92,54,604 51 B.Com (Hons.), 22.02.1991 27 Century Pulp & General
(Accounts, Finance & and overall Incharge F.C.A. Paper Manager
Taxation), Corporate of Corporate Office
Office and Birla Tyres & both Sections
(both Balasore & of Birla Tyres.
Haridwar Sections)
5 Shri D. S. Bindra President Unit Head 42,49,802 67 B.Sc. 10.03.2007 45 Mangalam President
(Vasavadatta (Mech.) Cement Ltd.
Cement Section)
6 Shri I. K. Purohit Sr.Vice President In-charge of sales 28,29,564 53 B.A., LL.B. 17.06.1983 27 - -
(Marketing) & marketing
(Vasavadatta
Cement Section)
7 Shri J. P. Bohra Sr.Jt. President In-charge of 37,51,078 61 B.Com.(Hons), 26.12.1973 36 S. R. Batliboi & Co. Officer
(Rayon & T.P. Commercial F.C.A.
Sections) Activities &
Administration
Sl. Name Designation Nature of Gross remu- Age Qualification(s) Date of Experience Last employment held
No. Duties neration (Rs.) (Years) Commencement (No.of years) Name of Designation
of employment the Company
8 Shri K. C. Jain Manager of the Management 72,73,657 72 B.Com., F.C.A. 19.02.1966 46 Singhi & Co. Officer
Company & and overall
Sr. President In-charge.
(Cement Sections)
9 Shri K. L. N. Rao Jt. President In-charge of 32,60,218 71 B.A., B.Sc. 06.10.1997 48 Suvarna Cement President
(Technical) Technical (Elect.)
(Kesoram matters. B.I.T.
Cement Section)
10 Shri O. P. Sharma Sr. Vice President In-charge of 28,94,007 60 B.Sc. 15.04.1971 39 - -
(Commercial) Purchase.
(Vasavadatta
Cement Section)
11 Shri P. Mehta Vice President In-charge of 27,37,656 51 M.A. 17.01.2008 24 Apollo Tyres Ltd. Divisional
(Sales) Domestic Sales Head
(Tyres Sections) & Marketing
(in North India)
12 Shri P. R. Sharma Jt. President In-charge of 43,96,784 67 B.Com. 19.04.1967 48 Laxmi Finance Accounts
(Vasavadatta Commercial Corporation Officer
Cement Section) Activities &
Administration.
13 Shri P. S. Rao Jt. President In-charge of 33,56,856 61 B.E.(Mech.) 10.03.2007 36 Dangote Group General
(Project) Projects & of Industries, Manager
(Vasavadatta Technical Lagos, Nigeria
Cement Section) matters.
14 Shri R. K. Gandhi Vice President In-charge of 24,43,576 65 B.E.(Ch. Engg.) 26.04.1993 35 C.C.I. Ltd. Manager
(PQC) Production & & D. I. E. (Process)
(Vasavadatta Quality Control
Cement Section)
15 Shri R. K. Shah Jt. President In-charge of 34,46,212 49 B.Com., A.C.A., 01.07.1996 23 Modern V.P. -
(Commercial) Commercial, A.I.C.W.A. Syntex Ltd. Banking
(Tyres Sections) Administration &
Exports
16 Shri S. C. Tripathy Jt. President In-charge of 24,77,972 62 B.E.(Hons) 30.05.1985 40 Straw Products Manager
ANNUAL REPORT & ACCOUNTS
35
2009-10
36
Sl. Name Designation Nature of Gross remu- Age Qualification(s) Date of Experience Last employment held
No. Duties neration (Rs.) (Years) Commencement (No.of years) Name of Designation
of employment the Company
17 Shri S. R. Chamaria Sr. Jt. President In-charge of HRD 26,45,437 67 M.Com, LL.B., 01.01.1963 47 - -
(Accounts & HRD) & Accounts - Sahityaratna
(Corporate Office) Corporate Office
18 Shri S. V. Tapadia Jt. President In-charge of 40,19,698 63 B.Com., F.C.A. 20.10.1971 39 - -
(Fin. & Admn.) Commercial
(Kesoram Activities and
Cement Section) Administration
b) Employed for part of the year and were in receipt of remuneration at the rate of not less than Rs. 2,00,000/- per month
Sl. Name Designation Nature of Gross remu- Age Qualification(s) Date of Experience Last employment held
No. Duties neration (Rs.) (Years) Commencement (No.of years) Name of Designation
of employment the Company
1 Shri J. D. Palod Sr. President Management 63,82,358 65 B.E. (Mech.), 01.01.1988 43 Hindusthan Vice-
(Rayon, T.P. and overall AMIE Heavy Chemicals President
& Heavy In-charge. Ltd. (Tech.)
Chemicals
Sections)
2 Shri S. K. Parik Director & Management & 78,10,019 78 B.Com., F.C.A., 14.07.1955 54 - -
Secretary Company F.C.S.
Secretary
3 Shri V. N. Chandak President Management 14,78,255 73 M.Com, L.L.B. 01.11.2009 50 Eastern Spinning President
(Rayon, T.P. & and overall Mills & Inds.Ltd
Heavy Chemicals In-charge
Sections)
Notes:
1. All appointments are contractual.
2. Remuneration received includes salary and other allowances, bonus/ex-gratia, rent paid, electricity charges paid, medical reimbursements, leave travel concession, encashment of
leave, Company’s contribution to provident fund, gratuity fund and superannuation fund, premium for accident policy, club fees and the monetary value of perquisites with regard to
accommodation & furniture calculated in accordance with the provisions of Income Tax Act, 1961 and the rules made thereunder.
3. None of the above employees is a relative of any director of the Company.
4. There is no employee in the Company within the meaning of sub-clause (iii) of clause (a) of sub-section (2A) of section 217of the Companies Act, 1956.
5. Other terms and conditions of employment include the transfer of duties in any section of the Company.
ANNUAL REPORT & ACCOUNTS 2009-10
Annexure ‘D’
INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN
RESPECT OF BOARD OF DIRECTORS) RULES, 1988
I. CONSERVATION OF ENERGY:
(a) Energy conservation measures taken:
Installed Super Heater for waste heat recovery, steam heating in dryer in place of kerosene heating and vapour absorption
Machine to create chilled water from waste heat.(Rayon & T.P. Sections). Installed gamma matrix, almag refractory, HR
Separator for Cement Mill-2 and VVVF dry at Power Plant 2. Modified sepol separator feeding scrapper plate in Cement
Mill-3. Increased Raw Mill in-let duct size & converted the sharp edges to smooth curve. Reduced grinding media filling
in the Mill. Eliminated Screw Conveyor of 22 KW from Cement Mill-3 circuit. Connected HR Separator of Cement Mill-3
outlet duct venting to Bag House Fan. Regulated the reject material of polycom back to circuit. Interlocked reverse Air Bag
House Fan start with bag house DP, Feed HR grit materials to Mill in-let and replaced gear box of Kiln-2. (Vasavadatta
Cement Section). Installed new Lime Stone secondary crusher of 400 TPH capacity for additional output per day. Modified
operating conditions in Kiln for easy grinding and reduced cyclone pressure drop in Coal Mill-1. (Kesoram Cement Section).
Installed Variable Frequency Drives in various boiler feeds and utility water pumps, ID fans, high sensible air conditioners,
VAM in place of compressor chiller unit, centrifugal compressors in place of reciprocating compressors. DM water heated
through steam recovery from Tyre Curing presses. LP air used in place of MP air in boiler ash handling system. (Tyre
Sections). Modified / incorporated Variable Frequency Drives on cooling tower’s water feed pumps and returned water
pumps of rectifier transformers cooling circuit. Installed energy efficient lights in place of HPMV lamps. Modified capacitor
bank and retained TOD meter in grid supply. (Hindusthan Heavy Chemicals Section).
(b) Additional investment proposals, if any, being implemented for reduction of consumption of energy:
Installation of mist cooling tower & vacuum ejectors to conserve water, application of Variable Frequency Drives in cooling
tower and mist condensers for saving steam.(Rayon & T.P. Sections). Installation of Roller Press and HR separator for
Line-I Cement Mill, rotoscale for coal dosing for Line-II & Kiln feed for Line-I, curing tanks for temperature control, XRF and
XRD for quality control and coal integration for Line-IV to Line-I to cut the shut down time.(Vasavadatta Cement Section).
Installation of N-2000 O-sepa in Cement Mill-3. Replacement of existing Kiln-II cooler with latest energy efficient cooler.
Reduction of pressure drop in Kiln-II pre-heater and Kiln-I C-Line no.II cyclone, fugitive dust emission in Cement Mill and
cool crusher and upgradation of blending silos for steady operation of Kilns. (Kesoram Cement Section). Installation of
Variable Frequency Drives in various utility pumps, auto on/off with line running feed back in dual extruders for chilled water
supply. Increase in suction line of all utility pumps, overhead line in close loop for chilled water return from plant equipment,
hot water recovery from curing presses. Condensate to be recovered from curing presses of Motor Cycle Plant and Tube
Plant.(Tyre Sections).
(c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production
of goods :
Reduction in consumption of electricity and coal consumption per unit of production were witnessed in general having
favourable impact on the cost of production.
(d) Total energy consumption and energy consumption per unit of production as per Form “A” of the Annexure in respect of
industries specified in the Schedule thereto.
FORM ‘A’
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
37
Current Year Previous Year
(b) Own Generation
(i) Through Diesel Generator
Units (in lacs) 36.77 29.54
Units per Ltr. of diesel oil 3.13 2.93
Cost/Unit (Rs.) 9.41 10.43
(ii) Through Steam Turbine/ Generator
Units (in lacs) 7,304.93 5,649.52
Unit per Kg. of Coal 1.01 0.94
Cost/Unit (Rs.) 2.64 2.89
(2) Coal (Grade B, C, D, E, F steam/ slack, ROM, Lignite and Grade-A steam Coal
used in Boiler Houses, calcining of raw meals, firing of Kiln and gas plant)
Quantity (MT) 18,43,175 14,80,763
Total Cost (Rs. in lacs) 55,527.46 47,646.68
Average Rate/MT (Rs.) 3,012.60 3,217.71
(3) Furnace Oil
Quantity (K.Ltrs.) 396.85 4,637.79
Total Cost (Rs. in lacs) 120.76 1,507.94
Average Rate/Ltr. (Rs.) 30.43 32.51
(4) Others
i) HSD Oil
Quantity (K.Ltrs.) 359.31 309.61
Total Cost (Rs. in lacs) 112.94 97.55
Rate/Ltr. (Rs.) 31.43 31.51
ii) Gas
Quantity (MT) 2,090.84 -
Total Cost (Rs. in lacs) 900.16 -
Rate/Ltr. (Rs.) 43.05 -
iii) Diesel Oil
Quantity (K.Ltrs.) 1,151.20 2,251.34
Total Cost (Rs. in lacs) 335.60 690.79
Rate/Ltr. (Rs.) 29.15 30.68
(B) Consumption per Unit of Production Production Standards Current Year Previous Year
Unit if any
1. Electricity (kwh)
Vis. Filament Rayon Yarn M.T. - 4,168 4,198 (b)
Transparent Paper (Cellulose Film) M.T. - 2,155 2,255 (b)
Sulphuric Acid M.T. - 39 41 (b)
Caustic Soda M.T. - 3,747 3,760 (c)
Purified Hydrogen Gas M3 - 0.40 0.39 (c)
Sodium Hypochloride M.T. - 38 37 (c)
Carbon-di-Sulphide M.T. - 1,065 1,111 (b)
Sodium Sulphate M.T. - 91 92 (c)
Sodium Sulphide M.T. - 285 285
Cement M.T. - 77 78 (b)
Tyres, Tubes & Flaps M.T. - 1,096 1,112 (a)
38
ANNUAL REPORT & ACCOUNTS 2009-10
Production Standards Current Year Previous Year
Unit if any
2. Coal
Vis. Filament Rayon Yarn M.T. - 3.75 3.77 (c)
Transparent Paper (Cellulose Film) M.T. - 6.69 6.25 (d)
Carbon-di-Sulphide M.T. - 0.33 0.36 (b)
Sodium Sulphate M.T. - 0.35 0.36 (c)
Cement M.T. - 0.15 0.15
Tyres, Tubes & Flaps M.T. - 1.09 1.31 (a)
3. Furnace Oil
Tyre, Tubes & Flaps K.L. - 0.004 0.02 (e)
4. Others
i) HSD Oil
Cement L. - 0.074 0.078 (e)
ii) Gas
Tyres, Tubes & Flaps M.T. - 0.0114 -
Reasons of variation:
(a) Energy conservation measures taken.
(b) Better production.
(c) Difference considered normal.
(d) Inferior quality of coal.
(e) Lesser use.
N.B. : 1. Form ‘A’ not applicable to Spun Pipes Section.
2. Previous year’s figures have been re-arranged where necessary.
39
(d) Expenditure on R&D No separate allocation in the company. However, the company paid a
(i) Capital - NIL cess @ Re.0.75 per tonne of cement despatched to the Development
(ii) Recurring - NIL Commissioner for Cement Industry, Government of India, who in turn
(iii) Total - NIL assists financially to National Council of Cement & Building Materials
to carry out Research & Development Programmes in the interest
(iv) Total R&D expenditure as a percentage of of the Cement Industry. During the year 2009-10 the Company paid
total turnover Rs.41.69 lacs to the said authority. (Cement Sections).
2. Technology Absorption, Adaptation and Innovation
(a) Efforts, in brief, made towards technology Installed automatic Sodium Sulphate Bagging System, pyramid
absorption, adaptation and innovation plate and slow speed dissolving process of Viscose.(Rayon and T.P.
Sections). Reduced Coal Mill cyclone pressure drop and installed
secondary crusher at Kesoram Cement Section. Efforts are being
made for enhancement of productivity and energy conservation.
Executives/ Employees are being regularly deputed for attending
seminars and workshops on Research & Development studies to
keep them abreast of the latest technical developments.(Cement
Sections). Technology imported from M/s.Pirelli & Co.has been fully
adapted to. (Tyre Sections).
(b) Benefits derived as a result of the above efforts Improvement in viscose quality & saving of man power.(Rayon and
e.g. product improvement, cost reduction, product T.P. Sections). Optimum capacity utilization with reduced power
development, import substitution etc. consumption.
3. In case of imported technology (imported during last
5 years reckoned from the beginning of the financial
year), following information may be furnished :
(i) Technology imported
(ii) Year of import Not Applicable
(iii) Has technology been fully absorbed ?
B. K. BIRLA Chairman
K. G. MAHESHWARI
B. P. BAJORIA
P. K. CHOKSEY
G. B. PANDE Directors
AMITABHA GHOSH
Kolkata, S.K.PATODIA DEEPAK TANDON P. K. MALLIK
28th April, 2010. Secretary Whole-time Director MANJUSHREE KHAITAN
40
ANNUAL REPORT & ACCOUNTS 2009-10
Summarised Balance Sheet for the Last Five Years
(Rupees in Crore)
Figures for the previous year(s) have been regrouped/rearranged where considered necessary.
41
Summarised Profit & Loss Account for the Last Five Years
(Rupees in Crore)
EXPENDITURES
1. Raw Materials and other purchases 2,405.30 1,741.47 1,146.62 936.06 735.22
2. Stores and Power 725.26 641.25 473.42 288.63 267.34
3. Salary, Wages and other Amenities 225.29 180.21 153.24 128.60 115.79
4. Excise Duty 299.97 409.64 454.29 307.49 264.64
5. Sales Expenses 649.91 554.56 450.19 372.52 275.07
6. Manufacturing and other Miscellaneous
Expenses 255.72 286.98 146.43 113.68 82.31
7. Interest (Net) 103.00 112.85 52.11 29.91 22.79
Total Expenses 4,664.45 3,926.96 2,876.30 2,176.89 1,763.16
APPROPRIATIONS/TRANSFERS
1. Depreciation (Net) 172.80 111.87 89.27 58.31 51.57
2. Provision for Taxation 36.00 45.00 165.00 75.00 34.00
3. Provision for Deferred Tax 202.29 -16.62 2.81 --- ---
4. Provision for Fringe Benefit Tax -0.13 2.00 1.37 1.10 1.23
5. Transfer to Debenture Redemption Reserve 101.25 25.00 --- --- ---
6. Interim Dividend (with Distribution Tax thereon) 12.03 12.04 --- --- ---
7. Proposed Dividend (with Distribution Tax thereon) 17.34 17.40 29.43 20.86 15.65
8. Reserves 24.00 44.78 40.00 30.00 5.00
9. Surplus/(Deficit) 82.71 279.52 313.92 214.82 25.06
648.29 520.99 641.80 400.09 132.51
Figures for the previous year(s) have been regrouped/rearranged where considered necessary.
42
ANNUAL REPORT & ACCOUNTS 2009-10
AUDITORS’ REPORT
TO THE MEMBERS OF KESORAM INDUSTRIES LIMITED
1. We have audited the attached Balance Sheet of Kesoram Industries Limited (the “Company”) as at 31st March, 2010, the related
Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment)
Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of ‘The Companies Act, 1956’ of India (the
‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that :
3.1 (a) The Company is maintaining proper records showing full particulars (other than details regarding revaluations made during
1982-83) including quantitative details and situation of its fixed assets.
(b) The fixed assets of the Company are physically verified by the Management according to phased programmes designed to
cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. Pursuant to such programmes [without any coverage for items of Company’s Spun Pipes &
Foundries Unit (which is under suspension of work effective 2nd May, 2008 having year-end book value of Rs.4,09,93,039)],
a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies
between the book records and the physical inventory have been noticed.
(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been
disposed off by the Company during the year.
3.2 (a) The inventories [excluding stocks with third parties and pertaining to the aforesaid Spun Pipes & Foundries Unit (year-end
book value Rs. 99,23,767)] have been physically verified by the Management during the year. In respect of inventory lying
with third parties, these have substantially been confirmed by them. In our opinion, the frequency of physical verification is
reasonable.
(b) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate
in relation to the size of the Company and nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of
inventories other than work-in-process. As in earlier years, work-in-process has been determined by the Management on
the basis of physical verification as mentioned in paragraph 3.2 (a) above. The discrepancies noticed on physical verification
of inventory as compared to book records were not material.
3.3 The Company has neither granted nor taken during the year any loans, secured or unsecured, to / from companies, firms
or other parties covered in the register maintained under Section 301 of the Act.
3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and
for the sale of goods. The Company has not provided any service during the year. Further, on the basis of our examination
of the books and records of the Company and according to the information and explanations given to us, we have neither
come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control system.
43
3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such
contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year, have
been made at prices which are reasonable having regard to the prevailing market prices at the relevant time other than
transactions of special nature for which competitive quotations are not available.
3.6 In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of
Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975
with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has
been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other
Tribunal on the Company in respect of the aforesaid deposits.
3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of business.
3.8 We have broadly reviewed the books of account maintained by the Company in respect of products at its Cement, Tyre, Rayon
and Chemicals Units where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has
been prescribed under Section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine
whether they are accurate or complete.
3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion,
the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education
and protection fund [other than arrears of Rs. 56,307 (pertaining to cases under litigation) outstanding for a period of more
than six months as on 31st March, 2010], employees’ state insurance, income-tax (other than arrears of Rs. 19,23,892
outstanding for a period of more than six months as on 31st March, 2010), sales tax, wealth tax, service tax, custom duty,
excise duty, cess and other material statutory dues as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars
of dues of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty and cess as at 31st March, 2010 which
have not been deposited on account of a dispute (there being no such cases with regard to wealth tax, custom duty and
cess), are as follows –
Name of the Statute Nature of Amount Period to which the Forum where
the dues Rs. amount relates dispute is pending
Income Tax Act, 1961 Income Tax 50,000 2000-01 Commissioner
Central Sales Tax Act, 1956 Sales Tax 16,99,42,317 2000-01 to 2002-03 Supreme Court
3,07,99,841 2001-02, 2003-04, Orissa High Court
2004-05, 2006-07
4,65,12,981 2003-04 Karnataka High Court
2,62,95,867 1999-00, 2003-04, West Bengal Commercial Taxes
2004-05 Appellate and Revisional Board
29,25,145 1991-92 to 2002-03 Tribunal
1,47,85,118 2006-07 Sr. Joint Commissioner
28,37,124 2005-06, 2007-08 Commissioner
4,48,082 1999-00 Additional Commissioner
6,23,26,761 1997-98, 2001-02, Deputy Commissioner
2003-04 to 2005-06
42,92,465 1991-92 to 2001-02, Assistant Commissioner
2004-05
West Bengal Sales Tax Act, Sales Tax 2,62,30,154 1987-88, 2003-04, West Bengal Commercial Taxes
1994 2004-05 Appellate and Revisional Board
44
ANNUAL REPORT & ACCOUNTS 2009-10
Name of the Statute Nature of Amount Period to which the Forum where
the dues Rs. amount relates dispute is pending
5,72,943 1999-00 Additional Commissioner
2,83,64,540 1995-96, 1997-98, Deputy Commissioner
1999-00, 2001-02,
2003-04, 2004-05,
2008-09
Delhi Sales Tax Act, 1975 Sales Tax 41,70,263 1999-00 Additional Commissioner
Jammu & Kashmir Sales Sales Tax 9,90,252 1999-00 Deputy Commissioner
Tax Act, 1962
Tamil Nadu General Sales Sales Tax 18,07,934 1999-00 Chennai High Court
Tax Act, 1959
Andhra Pradesh General Sales Tax 25,66,651 2001-02 Tribunal
Sales Tax Act, 1957
Madhya Pradesh Sales Tax 6,36,696 2000-01 Deputy Commissioner
Commercial Tax Act, 1994
U.P. Trade Tax Act, 1948 Sales Tax 8,88,138 2005-06, 2006-07 Additional Commissioner
Finance Act, 1994 Service Tax 3,85,55,392 2005-06 to 2007-08 Customs Excise & Service Tax
Appellate Tribunal
Central Excise Act, 1944 Excise Duty 1,72,232 1993-94, 1994-95 Calcutta High Court
4,96,64,997 2003-04 to 2007-08 Customs Excise & Service Tax
Appellate Tribunal
8,63,13,775 1986-87 to 1989-90. Commissioner
1994-95 to 1996-97,
1999-00, 2000-01,
2002-03 to 2005-06
19,43,327 2003-04 Deputy Commissioner
18,86,987 1979-80 to 1982-83, Assistant Commissioner
1995-96,
2001-02 to 2004-05
3.10 The Company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial
year ended on that date and in the immediately preceding financial year.
3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company
has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet
date.
3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures
and other securities.
3.13 The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the
Company.
3.14 In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
3.15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee
for loans taken by others from banks or financial institutions during the year.
3.16 In our opinion, and according to the information and explanations given to us, the term loans have been applied for the
purposes for which they were obtained other than term loans in the region of Rs. 100 crores (obtained towards the end of
the financial year) which, according to management, has been temporarily used for working capital purposes / repayment
of certain short term borrowings pending eventual utilization for specific purposes.
45
3.17 On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information
and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term
investment.
3.18 The Company has not made any preferential allotment of shares during the year.
3.19 The Company has not created any security or charge in respect of Short-term debentures aggregating Rs.145 Crores
issued during the year and outstanding at year-end. The Company has not created security or charge in respect of short
term debentures issued and repaid during the year. The Company has created security or charge (other than mortgage on
certain immovable properties of the Company) in respect of long term debentures aggregating Rs. 1,00,00,00,000 issued
during the year and outstanding at year end.
3.20 The Company has not recently raised any money by public issues.
3.21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, we have neither come
across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such
case by the Management.
4. Further to our comments in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for
the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our
examination of those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the
books of account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply
with the accounting standards referred to in Section 211(3C) of the Act;
(e) On the basis of the written representations received from the directors as on 31st March, 2010, and taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms
of Section 274 (1) (g) of the Act;
(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements
together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act,
and subject to Note 7(c) regarding Director’s remuneration of Rs. 27,59,365 for which shareholders’ approval is yet to be
obtained, give a true and fair view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010;
(ii) in the case of the Profit and Loss Account, its profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
(S. K. Deb)
Partner
Membership No. 13390
46
2009-10
ANNUAL REPORT & ACCOUNTS
ACCOUNTS
47
Balance Sheet as at 31st March, 2010
52,09,59,81,556 35,98,17,15,006
II. APPLICATION OF FUNDS
(1) FIXED ASSETS 5
(a) Gross Block 45,14,16,04,666 27,17,56,66,830
(b) Less: Depreciation 10,82,33,98,332 9,13,21,93,666
(c) Net Block 34,31,82,06,334 18,04,34,73,164
(d) Capital Work-in-Progress 4,12,83,32,523 8,64,85,27,277
38,44,65,38,857 26,69,20,00,441
(2) INVESTMENTS 6 51,43,36,876 61,78,09,596
(3) CURRENT ASSETS, LOANS AND ADVANCES
(a) Inventories 7 9,16,19,41,383 5,89,06,12,970
(b) Sundry Debtors 8 5,42,88,86,145 3,80,17,05,637
(c) Cash and Bank Balances 9 80,44,88,277 56,85,52,594
(d) Other Current Assets 10 30,13,37,962 22,36,41,866
(e) Loans and Advances 11 2,87,46,21,844 2,13,24,11,958
18,57,12,75,611 12,61,69,25,025
Less: CURRENT LIABILITIES AND 12
PROVISIONS
(a) Current Liabilities 5,28,62,44,550 3,63,11,25,661
(b) Provisions 14,99,25,238 31,38,94,395
5,43,61,69,788 3,94,50,20,056
Net Current Assets 13,13,51,05,823 8,67,19,04,969
52,09,59,81,556 35,98,17,15,006
Notes on the Accounts 17
The Schedules referred to above form an integral part of the Balance Sheet.
This is the Balance Sheet referred to in our report of even date.
B. K. BIRLA Chairman
K. G. MAHESHWARI
For Price Waterhouse B. P. BAJORIA
Firm Registration No. 301112 E DEEPAK TANDON P. K. CHOKSEY
Whole-time Director Directors
Chartered Accountants G. B. PANDE
(S.K. DEB) AMITABHA GHOSH
Kolkata, Partner S.K.PATODIA P. K. MALLIK
28th April, 2010. Membership No. 13390 Secretary MANJUSHREE KHAITAN
48
ANNUAL REPORT & ACCOUNTS 2009-10
Profit and Loss Account for the year ended 31st March, 2010
Earnings per Share (Basic and Diluted) [Note 23 on Schedule 17] 51.88 82.80
B. K. BIRLA Chairman
K. G. MAHESHWARI
For Price Waterhouse B. P. BAJORIA
Firm Registration No. 301112 E DEEPAK TANDON P. K. CHOKSEY
Whole-time Director Directors
Chartered Accountants G. B. PANDE
(S.K. DEB) AMITABHA GHOSH
Kolkata, Partner S.K.PATODIA P. K. MALLIK
28th April, 2010. Membership No. 13390 Secretary MANJUSHREE KHAITAN
49
SCHEDULE 1
CAPITAL 31st March, 2010 31st March, 2009
Rs. Rs.
AUTHORISED
50,00,000 Redeemable Cumulative Preference Shares of Rs. 100 each 50,00,00,000 50,00,00,000
4,00,000 Redeemable Cumulative Second Preference Shares of Rs. 100 each 4,00,00,000 4,00,00,000
6,60,00,000 Ordinary Shares of Rs. 10 each 66,00,00,000 66,00,00,000
1,20,00,00,000 1,20,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
4,57,43,318 Ordinary Shares of Rs. 10 each fully paid up 45,74,33,180 45,74,33,180
Out of the above :-
5,75,435 shares of Rs. 10 each allotted as fully paid up
without payment being received in cash pursuant
to a scheme of amalgamation
59,49,480 shares of Rs. 10 each allotted as fully paid up
bonus shares by way of capitalisation of Reserve
4,00,000 shares of Rs. 10 each - Rs. 3.75 per share received
in cash and balance credited as bonus by way of
capitalisation of Reserve
Less: Allotment Money receivable 16,785 16,785
45,74,16,395 45,74,16,395
SCHEDULE 2
RESERVES AND SURPLUS
Balance as at Balance as at
31st March, 2009 Additions Deductions 31st March 2010
Rs. Rs. Rs. Rs.
CAPITAL RESERVES
Revaluation of Fixed Assets 4,12,15,940 - 73,24,458 (a) 3,38,91,482
Development Grant/ Subsidy 40,60,625 - - 40,60,625
Amalgamation Reserve - 2,91,13,990 (b) - 2,91,13,990
CAPITAL REDEMPTION RESERVE 3,58,81,176 - - 3,58,81,176
DEBENTURE REDEMPTION RESERVE 25,00,00,000 1,26,25,00,000 (c) 25,00,00,000 (d) 1,26,25,00,000
SHARE BUY BACK RESERVE 7,00,73,060 - - 7,00,73,060
REVENUE RESERVES
General 2,00,00,00,000 24,00,00,000 - 2,24,00,00,000
Doubtful Debts & Contingencies 20,00,000 - - 20,00,000
2,40,32,30,801 1,53,16,13,990 25,73,24,458 3,67,75,20,333
50
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 3
SECURED LOANS
Nature of Loans Nature of Security 31st March, 2010 31st March, 2009
Rs. Rs.
I. 13% Redeemable Non First charge by way of hypothecation/mortgage on all the - 1,00,00,00,000
Convertible Debentures present and future current assets (save and except book
[Note 18.1 on Schedule 17] debts and current assets hypothecated to banks in the
ordinary course of business for working capital requirement)
and movable/ immovable properties (mortgage not created
on immovable properties at Uttarakhand of Company’s Tyre
Unit) of all Units of the Company on pari passu basis with
other lenders.
7.30% Redeemable Non Hypothecation/mortgage (since created) on all the present 1,00,00,00,000 -
Convertible Debentures and future movable (save and except book debts) /
[Note 18.2 on Schedule 17] immovable properties (including mortgage to be created
on immovable properties at Uttarakhand of Company’s
Tyre Unit) of all Units of the Company on pari passu basis
with other lenders.
51
SCHEDULE 3 (Contd.)
SECURED LOANS
Nature of Loans Nature of Security 31st March, 2010 31st March, 2009
Rs. Rs.
Brought forward 8,01,56,43,345 9,36,65,53,217
- State Bank of India Hypothecation/mortgage over all the movable/immovable 1,09,84,87,513 1,35,00,00,000
assets (including mortgage on all immovable assets of all
the Units of the Company to be created ) both present and
future of all the Units of the Company ranking pari passu
with the existing charges save and except assets exclusively
charged to others for specific loans.
Interest accrued and due 1,00,27,876 1,28,98,973
- State Bank of India First mortgage / charge to be created on all the fixed assets 1,00,00,00,000 -
both present and future of the Company on pari passu basis
with all the term lenders of the Company.
Interest accrued and due 2,12,329 -
- State Bank of Hyderabad Hypothecation over all movable properties and first pari - 24,40,00,000
passu charge on immovable properties, both present and
future, of all the Units of the Company.
- State Bank of Bikaner & Hypothecation over all movable properties and first pari - 8,16,00,000
Jaipur passu charge on immovable properties, both present and
future, of all the Units of the Company.
- State Bank of Indore Hypothecation over all movable properties and first pari - 16,28,00,000
passu charge on immovable properties, both present and
future, of all the Units of the Company.
- State Bank of Mysore Hypothecation over all movable properties and first pari - 6,10,80,000
passu charge on immovable properties, both present and
future, of all the Units of the Company.
- Standard Chartered Bank First pari passu charge by way of hypothecation over all 92,98,00,000 92,98,00,000
movable assets,both present and future of the Company
and first pari passu charge by way of mortgage over all
immovable properties (including charge to be created on
assets at Uttarakhand of Company’s Tyre Unit) both present
and future, of all the Units of the Company.
- Standard Chartered Bank First pari passu charge by way of hypothecation/mortgage 67,11,56,517 48,30,51,041
over all movable/immovable properties (including charge
to be created on immovable properties at Uttarakhand of
Company’s Tyre Unit) both present and future, of all the
Units of the Company.
- State Bank of India First pari passu charge to be created with other lenders on 1,22,49,02,193 -
existing and future fixed assets of the Company including
equitable mortgage on land and building.
- HSBC Bank Ltd. First pari passu charge to be created over the fixed assets 45,11,57,547
of the tyre division at Uttarakhand.
- YES Bank Ltd. First pari passu charge to be created over the fixed assets 28,06,25,000
of the tyre division at Uttarakhand.
- DBS Bank Ltd. Pari passu first mortagage to be created on all immovable 96,32,00,000 -
assets and pari passu first hypothecation to be created on
all movable fixed assets of the company.
Carried over 14,64,52,12,320 12,69,17,83,231
52
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 3 (Contd.)
SECURED LOANS
Nature of Loans Nature of Security 31st March, 2010 31st March, 2009
Rs. Rs.
Brought forward 14,64,52,12,320 12,69,17,83,231
- IndusInd Bank Ltd. pari passu first charge to be created on the 1,00,00,00,000 -
fixed assets of the company.
Interest accrued and due 1,78,082 -
III. From Scheduled Banks
- Foreign Currency Non Repatriable Loan - 1,03,29,25,000
- Working Capital Demand Loan Hypothecation of current assets and second 1,40,00,00,000 50,00,00,000
charge on movable and immovable fixed
assets, both present and future of the
Company.
Interest accrued and due 10,45,479 17,21,841
- Overdraft/ Cash Credit 29,86,44,216 20,48,93,588
Interest accrued and due - 19,565
- Packing Credit Loan 1,29,20,72,703 93,13,46,569
18,63,71,52,800 15,36,26,89,794
SCHEDULE 4
UNSECURED LOANS
31st March, 2010 31st March, 2009
Rs. Rs.
Fixed Deposits 4,92,24,000 1,90,07,000
Security deposits from Selling Agents and others 2,14,70,74,652 1,71,48,68,536
Interest accrued and due 7,60,46,805 5,67,27,963
Short Term Loans
- from banks (Note 19.1 on Schedule 17) 4,03,19,47,144 1,23,54,89,858
Interest accrued and due 94,07,192 -
- Temporary bank overdraft 37,32,453 3,00,77,238
- Others (Note 19.1 on Schedule 17) 3,85,00,00,000 -
Other loans
- from Banks (Note 19.2 on Schedule 17) 4,60,00,00,000 # 1,00,00,00,000 *
Interest accrued and due 46,03,605 3,30,137
- Others - 2,00,00,00,000 *
14,77,20,35,851 6,05,65,00,732
# Includes Rs.1,00,00,00,000 repayable within one year from the Balance Sheet date.
* Repayable within one year from the Balance Sheet date if put/ call option is exercised by the Company/ lender in keeping with the
terms of related agreements.
53
54
SCHEDULE 5
FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
At Cost/ Valuation Additions/ Deletions/ Cost/ Valuation As at For the year On As at As at As at
as at Adjustments Adjustments as at 31st March, 31st March, Deletions/ 31st March, 31st March, 31st March,
31st March, 2009 2010 [Note 1(b) 2009 Adjustments 2010 2010 2009
(i) and 1 (b) (ii) on during the
Schedule 17] year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Freehold Land 68,89,80,534 64,81,04,974 (d) - 1,33,70,85,508 - - - - 1,33,70,85,508 68,89,80,534
Leasehold Land 59,69,894 - - 59,69,894 58,82,061 7,752 - 58,89,813 80,081 87,833
Buildings 3,28,16,91,314 2,59,18,97,719 (e) - 5,87,35,89,033(e) 38,61,18,842 10,43,85,394 - 49,05,04,236 5,38,30,84,797 2,89,55,72,472
Railway Siding 8,62,61,122 2,03,37,621 - 10,65,98,743 4,36,77,838 29,07,731 - 4,65,85,569 6,00,13,174 4,25,83,284
Plant and Machinery 22,73,66,55,327 14,60,35,72,612 4,40,05,442 37,29,62,22,497 8,53,72,24,238 1,57,78,11,746 3,83,27,533 10,07,67,08,451 27,21,95,14,046 14,19,94,31,089
Furniture, Fixture and 29,75,65,674 12,48,85,601 26,37,195 41,98,14,080 13,44,74,363 4,08,83,186 18,06,700 17,35,50,849 24,62,63,231 16,30,91,311
Office Equipments
Software Acquired (intangible) - 1,51,84,498 - 1,51,84,498 - 23,13,717 - 23,13,717 1,28,70,781 -
Vehicles etc. 7,78,57,071 1,46,37,570 61,98,372 8,62,96,269 2,48,16,324 70,06,500 39,77,127 2,78,45,697 5,84,50,572 5,30,40,747
Livestock 6,85,894 2,01,500 43,250 8,44,144 - - - - 8,44,144 6,85,894
27,17,56,66,830 18,01,88,22,095 (a) 5,28,84,259 45,14,16,04,666 (b) 9,13,21,93,666 1,73,53,16,026 4,41,11,360 10,82,33,98,332 34,31,82,06,334 18,04,34,73,164
Previous Year 18,95,44,39,391 8,34,83,68,174 (a) 12,71,40,735 27,17,56,66,830 (b) 8,11,20,25,873 1,13,05,95,945 11,04,28,152 9,13,21,93,666 18,04,34,73,164
Capital Work-in-progress (including Capital Advances - Unsecured Considered Good) 4,12,83,32,523 (c) 8,64,85,27,277 (c)
38,44,65,38,857 26,69,20,00,441
(a) Includes :
(i) Net gain of Rs.20,06,45,636 (31.03.09 - Loss - Rs.14,67,69,056) being adjustment relating to foreign currency
fluctuation.
(ii) Rs.46,08,76,246 (Previous Year - Rs.22,90,04,570) being borrowing cost capitalised during the year.
Rs. (e) Includes Rs.1,89,98,720 for which the related deed of conveyance is yet to be
executed.
Freehold Land 2,98,02,512
Buildings 11,39,51,068
Plant and Machinery 64,87,40,836
79,24,94,416
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 6
INVESTMENTS Number Face Value Book Value Book Value
of each as at as at
Share 31st March, 2010 31st March, 2009
Rs. Rs. Rs.
Long Term - Trade
FULLY PAID SHARES (AT COST)
Gondkhari Coal Mining Ltd. (Note 16 on Schedule 17) 22,728 10 2,27,280 -
(22,728 Equity Shares purchased during the year)
Long Term - Other than Trade
(1) FULLY PAID SHARES
At Under Cost:
Aditya Birla Nuvo Ltd. - Equity Shares 4,19,815 10 2,89,61,285 2,89,61,285
Birla Buildings Ltd.-Equity Shares 10,000 10 75,000 75,000
Century Textiles & Industries Ltd.- Equity Shares 25,46,100 10 12,43,356 12,43,356
Coromandel Stampings & Stones Ltd.- Equity Shares 10,000 10 1 1
ECE Industries Ltd.- Equity Shares 59,000 10 6,69,859 6,69,859
Manjushree Plantations Ltd. - Equity Shares * 1,53,268 10 1,04,16,094 1,04,16,094
Aditya Birla Nuvo Ltd. - Equity Shares 1,94,347 10 1,74,93,994 1,74,93,994
Birla Buildings Ltd. - Ordinary Shares 20,000 10 2,00,000 2,00,000
Calcutta Stock Exchange Association Ltd. - Equity Shares 10,455 1 2,09,10,000 2,09,10,000
Century Enka Ltd. - Equity Shares 13,40,680 10 12,91,29,764 12,91,29,764
Century Textiles & Industries Ltd. - Equity Shares 2,00,000 10 16,80,56,382 16,80,56,382
ECE Industries Ltd. - Equity Shares 4,04,096 10 1,57,20,795 1,57,20,795
Essel Mining & Industries Ltd. - Equity Shares 119 10 24,24,802 24,24,802
Grasim Industries Ltd. - Equity Shares 1,42,220 10 56,90,090 56,90,090
HGI Industries Ltd. - Equity Shares 4,96,100 10 1 1
Hindalco Industries Ltd. - Equity Shares 53,586 1 14,77,946 14,77,946
Jay Shree Tea & Industries Ltd. - Equity Shares 1,94,058 10 1,18,600 1,18,600
Kesoram Insurance Broking Services Ltd. - Equity Shares 1,43,000 10 2,86,000 2,86,000
Kesoram Textile Mills Ltd. - Equity Shares 42,96,986 2 3,80,70,170 1,57,70,170
(20,00,000 Equity Shares purchased during the year) (22,96,986)
Mangalam Cement Ltd. - Equity Shares 28,62,000 10 4,65,41,500 4,65,41,500
Mangalam Timber Products Ltd. - Equity Shares 24,45,000 10 3,09,69,500 3,09,69,500
Meghdoot Co-operative Housing Society Ltd.- Shares 10 100 1,000 1,000
Padmavati Investment Ltd. - Equity Shares 7,231 10 58,81,551 58,81,551
Vasavadatta Services Ltd. - Equity Shares 18,800 10 1,88,000 1,88,000
Vidula Chemicals & Manufacturing Industries Ltd. - Equity Shares * 44,750 10 5,93,138 5,93,138
55
SCHEDULE 6 (Contd.)
INVESTMENTS Number Face Value Book Value Book Value
of each as at as at
Share 31st March, 2010 31st March, 2009
Rs. Rs. Rs.
Brought forward 52,53,46,108 50,28,18,828
(2) FULLY PAID SHARES IN SUBSIDIARY
At Cost
Bulland Buildmart Pvt. Ltd. - Equity Share 10 - 12,60,00,000
[Cancelled on amalgamation with the Company (2,10,000)
(Note 2 on Schedule 17)]
52,53,46,108 62,88,18,828
Less : Provision for diminution in value of investments * 1,10,09,232 1,10,09,232
51,43,36,876 61,78,09,596
INVESTMENTS
Investments purchased and sold during the year Number Face Value of Cost
each Unit.
Current Investment – other than trade Rs. Rs.
Units in Mutual Funds
NFSTD Canara Robeco Floating Rate ST Daily Dividend Fund 4,38,83,426.455 10 45,02,43,955
SBI – Magnum Insta Cash Fund – Daily Dividend Option 53,77,342.246 10 9,00,72,096
UTI Liquid Cash Plan Institutional – Daily Income Option - Re -investment 60,00,185.037 1,000 6,11,68,62,842
32ISD ICICI Prudential Institutional Liquid Plan – Super Institutional Daily Div 2,15,12,904.131 10 21,51,76,370
1564 ICICI Prudential Institutional Liquid Plan – Super Institutional Daily Div 52,52,321.042 100 52,53,47,995
Birla Sun Life Cash Plus - Insti – Daily Dividend - Reinvestment 1,48,20,496.837 10 16,00,95,453
Kotak Flexi Debt Scheme Institutional – Daily Dividend 64,75,668.056 10 6,50,64,275
Kotak Liquid (Institutional) - Daily Dividend 1,75,86,392.620 10 21,50,48,168
Kotak Floater Long Term – Daily dividend 74,44,537.253 10 7,50,39,447
UTI Treasury Advantage Fund – Institutional Plan (Daily Dividend Option) - 23,11,213.728 1,000 2,31,17,08,472
Re – investment
DWS Treasury Fund - Cash Institutional Plan – Daily Dividend 79,78,846.619 10 8,00,35,915
DWS Insta Cash Plus Fund – Super Institutional Plan Daily Dividend 6,08,49,515.450 10 61,03,44,980
HDFC Cash Management Fund – Treasury Advantage Plan – Wholesale - 1,79,53,710.785 10 18,01,02,650
Daily Dividend
HDFC Cash Management Fund – Savings Plan – Daily Dividend - 1,69,31,108.359 10 18,00,86,041
Re-investment
56
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 6 (Contd.)
INVESTMENTS
Investments purchased and sold during the year Number Face Value of Cost
each Unit.
Current Investment – other than trade Rs. Rs.
Units in Mutual Funds
32 IPD ICICI Prudential Liquid Plan Institutional Plus - Daily Dividend 42,20,059.933 10 5,00,14,040
32IN ICICI Prudential Institutional Liquid Plan – Weekly Dividend Option 25,32,778.373 10 3,00,00,000
Axis Treasury Advantage Fund – Daily Dividend 50,035.925 1,000 5,00,35,925
Reliance Liquid Fund – Treasury Plan – Retail Option – Growth Option - 2,28,606.961 10 50,00,000
Growth Plan
NLFID – Canara Robeco Liquid Fund – Institutional Daily Dividend - 34,85,979.117 10 3,50,02,716
Re-investment
NLPIDD – Canara Robeco Treasury Advantage Institutional Daily Dividend 28,29,352.027 10 3,51,04,054
Fund
SCHEDULE 7
INVENTORIES
[Refer Note 1(d) on Schedule 17] 31st March, 2010 31st March, 2009
Rs. Rs.
Stores and Spare Parts 1,41,05,51,015 1,31,70,98,342
Raw Materials 3,68,26,04,239 2,24,13,15,921
Work-in-Process 1,16,10,35,446 64,81,52,922
Finished Goods 2,90,77,50,683 1,68,40,45,785
9,16,19,41,383 5,89,06,12,970
SCHEDULE 8
SUNDRY DEBTORS
31st March, 2010 31st March, 2009
Rs. Rs.
Debts over six months
Secured - Considered good 3,85,26,566 1,87,37,401
Unsecured
- Considered good 2,64,92,984 3,29,54,603
- Considered doubtful 7,79,698 5,28,089
2,72,72,682 3,34,82,692
Less: Provision for doubtful debts 7,79,698 5,28,089
2,64,92,984 3,29,54,603
Other Debts - Considered good
Secured 1,63,65,95,772 1,35,75,34,063
Unsecured 3,72,72,70,823 2,39,24,79,570
5,36,38,66,595 3,75,00,13,633
5,42,88,86,145 3,80,17,05,637
57
SCHEDULE 9
CASH AND BANK BALANCES
31st March, 2010 31st March, 2009
Rs. Rs.
Cash in hand [including Rs.2,30,623 (31.03.2009 - Rs.63,44,073)
cheques/ drafts in hand] 36,27,459 83,38,292
With Scheduled Banks on -
Current Account [including Rs.22,31,20,485 (31.03.2009 - Rs.19,12,56,787)
Remittances in transit] 78,11,08,183 54,25,66,016
Unpaid Dividend Accounts 1,66,16,447 1,48,12,098
Term Deposit Account 31,31,188 28,31,188
[(including Rs.21,188 (31.03.2009- Rs.21,188)] pledged with sales tax/
ESI Authorities]
With Post Office Savings Bank Account 5,000 5,000
[Maximum Amount outstanding at any time during the year
Rs. 5,000 (Previous Year Rs. 5,000)]
80,44,88,277 56,85,52,594
SCHEDULE 10
OTHER CURRENT ASSETS
31st March, 2010 31st March, 2009
Rs. Rs.
Unsecured - Considered Good
Deposits 18,95,72,174 10,84,63,420
Accruals under Duty Exemption Scheme pertaining to exports 10,85,54,875 11,23,81,314
Accrued Interest on deposits 32,10,913 27,97,132
30,13,37,962 22,36,41,866
SCHEDULE 11
LOANS AND ADVANCES
31st March, 2010 31st March, 2009
Rs. Rs.
Unsecured - Considered Good
Balance with Excise, Port Trust and Customs Authorities etc. 34,21,672 12,18,382
Advance Payment of Income Tax and tax deducted at source [net of Provision for taxation
(including tax on Proposed Dividend) Rs.3,39,00,15,340] 8,43,36,825 -
MAT Credit Entitlement [Note 13(a) on Schedule 17] 44,50,00,000 -
2,87,46,21,844 2,13,24,11,958
58
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 12
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Sundry Creditors
3,84,35,92,851 2,44,36,42,068
5,28,62,44,550 3,63,11,25,661
Note:
PROVISIONS
Taxation including tax on Proposed Dividend [net of Advance Income Tax - 15,98,60,977
(including tax deducted at source) 31.03.2009 Rs.3,13,89,68,127]
14,99,25,238 31,38,94,395
59
SCHEDULE 13
OTHER INCOME
2009-2010 2008-2009
Rs. Rs. Rs.
Income from Long Term Investments (other than trade)
- Dividend 4,74,18,383 4,72,28,746
- Interest - 22,098
4,74,18,383 4,72,50,844
Dividend income from Current Investments (other than trade) 46,55,917 19,43,811
Interest (Gross)
On loans [Tax deducted at source Rs.9,30,662 83,30,946 74,78,558
(2008-2009 - Rs.11,34,181)]
On bank and other deposits [Tax deducted at source Rs.2,65,933 24,34,616 15,93,105
(2008-2009 - Rs.1,15,691)]
On advance tax - 4,10,26,910
On delayed payment by customers 4,95,20,284 2,99,04,760
On delayed credit by bank - 1,88,879
6,02,85,846 8,01,92,212
Insurance Claims 1,38,72,213 1,79,36,425
Accruals under duty exemption scheme pertaining to exports 30,87,77,655 24,05,67,739
Foreign Currency Translation Gain (Net) 31,15,13,362 -
Liabilities no longer required written back 2,07,22,174 4,64,64,863
Profit on Fixed Assets sold/ discarded (Net) - 3,35,17,858
Profit on Long Term Investments (other than trade) sold - 36,14,099
Profit on Current Investments (other than trade) sold 42,250 76,319
Miscellaneous Income (Note 20 on Schedule 17) 48,33,79,922 28,78,34,676
1,25,06,67,722 75,93,98,846
60
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 14
RAW MATERIALS AND FINISHED GOODS
2009-2010 2008-2009
Rs. Rs. Rs.
(i) Raw Materials Consumed
Opening Stock 2,24,13,15,921 2,21,03,73,329
Purchases (a) 24,24,11,97,040 16,10,08,47,131
26,48,25,12,961 18,31,12,20,460
Less : Closing Stock 3,68,26,04,239 2,24,13,15,921
22,79,99,08,722 16,06,99,04,539
Raising cost of limestone (b) 92,20,27,338 74,34,58,869
(ii) (Increase)/Decrease in Work In Process, Finished Goods
Opening Stock
Work - in - Process 64,81,52,922 51,79,69,097
Finished Goods 1,68,40,45,785 95,67,26,145
2,33,21,98,707 1,47,46,95,242
Purchases (c) 33,10,69,513 60,13,73,325
2,66,32,68,220 2,07,60,68,567
Less: Work-in-Process transferred to trial run 87,10,670 -
Add: Processed (11,876 MT)/ Semi-processed
items transferred from trial run [Note 17 on Schedule 17] 5,11,99,799 3,08,21,279
2,70,57,57,349 2,10,68,89,846
Less: Closing Stock
Work - in - Process 1,16,10,35,446 64,81,52,922
Finished Goods 2,90,77,50,683 1,68,40,45,785
(1,36,30,28,780) (22,53,08,861)
Less : Transferred to Capital Jobs 3,65,59,796 5,28,83,509
(1,39,95,88,576) (27,81,92,370)
22,32,23,47,484 16,53,51,71,038
61
SCHEDULE 14 (Contd.)
RAW MATERIALS AND FINISHED GOODS
2009-2010 2008-2009
Rs. Rs.
Quantity
2009-2010 2008-2009
(c) Purchase of finished goods comprise:
Tyres, tubes & flaps (set) Nos. 1,363 550 1,51,09,813 74,31,195
Tubes Nos. 2,43,239 3,79,251 18,41,00,910 40,27,78,598
Flaps Nos. 6,36,940 8,44,817 13,18,58,790 19,09,03,743
Market Fittings Pcs. - 4,121 - 2,59,789
33,10,69,513 60,13,73,325
SCHEDULE 15
MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES
2009-2010 2008-2009
Rs. Rs.
62
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 15
MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES
2009-2010 2008-2009
Rs. Rs.
Brought Forward 17,06,81,61,859 14,60,02,82,562
Long Term Investments (other than trade) written off - 13,000
Debts/ Advances/ Deposits written off - 7,22,15,354
Loss on Fixed Assets sold/ discarded (Net) 26,23,824 -
Provision for Doubtful Debts 2,51,609 5,28,089
Foreign Currency Translation Loss (Net) - 45,74,30,209
Miscellaneous Expenses 1,59,05,69,491 1,45,25,52,956
18,66,16,06,783 16,58,30,22,170
SCHEDULE 16
INTEREST
2009-2010 2008-2009
Rs. Rs. Rs.
Interest :
On Debentures 30,62,59,928 18,82,99,132
On Fixed Loans 1,03,63,12,396 1,12,70,98,874
Others 22,44,46,952 22,31,99,158
1,56,70,19,276 1,53,85,97,164
Less: Interest Capitalised 47,67,06,650 32,98,75,355
1,09,03,12,626 1,20,87,21,809
1,09,03,12,626 1,20,87,21,809
63
SCHEDULE 17
NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010
1 SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation of Financial Statements
These Financial Statements have been prepared under the historical cost convention [other than for revaluation of certain
fixed assets as detailed in ‘1(b)(ii)’ and ‘1(b)(iv)’ below] and in compliance with all the applicable accounting principles in
India, the applicable accounting standards notified under section 211(3C) of the Companies Act , 1956 (the ‘Act’) and the
relevant provisions of the Act. A summary of significant accounting policies which have been applied is set out below.
(b) Fixed Assets and Depreciation
(i) Fixed Assets are stated at cost of construction/ acquisition [except for items mentioned in (b) (ii) below] inclusive of
inward freight, non refundable duties/ taxes, incidental expenses directly related to acquisition and borrowing cost
where applicable and adjustments for exchange difference referred to in Note 1(f) below. In respect of projects involving
construction, related pre operational expenses form part of the value of assets capitalised. An impairment loss is
recognised wherever the carrying amount of fixed assets of a cash generating unit exceeds its recoverable amount
(i.e. higher of net selling price and value in use).
(ii) Land, buildings and certain plant and machineries of Rayon and Transparent Paper Unit as at 31st March, 1982 and
of Cement (at Basantnagar) and Spun Pipes & Foundries Units as at 31st March, 1983 are stated at valuation made
by the professional valuers in 1982-83 at the then current value.
(iii) Capital work in progress is stated at cost [including borrowing cost, where applicable and adjustment for exchange
difference referred to in Note 1(f) below], incurred during construction/ installation/ pre-operative period relating to items
or projects in progress.
(iv) Depreciation on revalued items of fixed assets referred to in (b)(ii) above is calculated on their respective revalued
amounts at rates considered applicable by the valuers on straight line method as against the methods/ rates/ bases
which would have otherwise been adopted for the purpose of the annual accounts of the Company and accordingly
includes additional depreciation charge. An amount equivalent to the aforesaid additional depreciation charge is
transferred to the credit of the Profit and Loss Account from Capital Reserve - Revaluation of Fixed Assets.
(v) Depreciation on fixed assets acquired up to 31st March, 1983 and not covered by revaluations referred to in (b)(ii) above
pertaining to Transparent Paper Division of Rayon & Transparent Paper Unit and fixed assets of Bharat General Unit
(except those pertaining to Malkapur Extraction Division) is calculated under reducing balance method at applicable
rates as per Schedule XIV to the Companies Act, 1956 as revised during 1993-94.
(vi) Leasehold land is amortised over the lease period.
(vii) Software are capitalised where it is expected to provide future enduring economic benefits and amortised on a straight
line basis over a period of three years from the date of capitalisation. Capitalisation costs include license fees and
the cost of implementation/ system integration services. The Costs are capitalised in the year in which the relevant
software is implemented for use.
(viii) Depreciation on fixed assets acquired up to 31st March, 1993 other than items covered in (b)(iv) to (b)(vi) above is
calculated under straight line method at the rates considered adequate to amortise the depreciable book value over the
remaining part (as at 1st April, 1993) of the specified period recomputed by applying the Schedule XIV rates as revised
during 1993-94 in keeping with the Circular No.14/93 dated 20th December, 1993 of the Department of Company
Affairs, Government of India.
(ix) Depreciation on additions to fixed assets from 1st April, 1993 [except for deferral of annual depreciation charge for
three years from 1999-2000 to 2001-2002 on certain fixed assets of Cement Units as indicated in (b)(x) below and
items covered in b(vii) above], fixed assets of Hindusthan Heavy Chemicals Unit, and those pertaining to Malkapur
Extraction Divisions of Bharat General Unit [referred to in (b)(v) above], is calculated under straight line method at
applicable rates as per Schedule XIV to the Companies Act, 1956 as amended during 1993-94.
(x) Pursuant to Central Government’s approval under Section 205(2)(c) of the Act, depreciation not provided in 1999-2000,
2000-2001 and 2001-2002 accounts on certain fixed asset items of Cement Units are amortised over the remaining
part of specified period (as at 1st April, 2000, 1st April, 2001 and 1st April, 2002 respectively) based on the prescribed
rates.
64
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
(c) Investments
Long Term Investments are stated at cost where applicable; provision for diminution is made or carrying amount is written
down to recognise a decline other than temporary in the carrying amount of long term investments as determined by the
Board of Directors on periodical review. Current investments are carried at lower of cost and fair value. Gains/ losses on
disposal of the investments are recognised as income/ expenditure.
(d) Inventories
Inventories are stated at lower of cost and net realisable value. Cost is determined on weighted average/ FIFO basis, as
considered appropriate by the Company and includes expenditure incurred in the normal course of business in bringing
inventories to its location and condition, appropriate overheads, where applicable. Provision is made for obsolete/slow
moving/defective stocks, wherever necessary.
(e) Borrowing Cost
Borrowing costs attributable to qualifying assets (assets which require substantial period of time to get ready for their intended
use) are capitalised as part of the cost of such assets. All other borrowing costs are charged to revenue.
(f) Foreign Currency Translation as applicable under accounting standard 11 on ‘The effects of Changes in Foreign
Exchange Rates’.
Transactions in foreign currency are accounted for at the exchange rates prevailing on the date of transactions. Monetary
assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year
end exchange rates. Gains/losses (other than relating to reporting of Long term foreign currency monetory items) arising out
of fluctuations in the exchange rates are recognised in Profit and Loss Account in the period in which they arise. Exchange
differences arising on reporting of Long term foreign currency monetory items (i) relating to acquisition of depreciable capital
assets is adjusted to the carrying amount of such assets (to be depreciated over the balance life of the related asset) and
(ii) in other cases accumulate in a ‘Foreign Currency Monetory Item Translation Difference Account’ (to be amortised over
the balance period of the related long term monetory asset/liability but not beyond 31st March, 2011). Differences between
the forward exchange rates and the exchange rates at the date of transactions are accounted for as income/expense over
the life of the contracts.
(g) Derivative Contracts
In respect of derivative contracts (other than forward exchange contracts covered under Accounting Standard 11 on ‘The
Effects of Changes in Foreign Exchange Rates’), gains/losses on settlement and mark to market loss (net) relating to
outstanding contracts as at the Balance Sheet date is recognised in the Profit and Loss Account.
Refer Note 1(f) above for forward exchange contracts covered under Accounting Standard 11 on ‘The Effects of Changes
in foreign Exchange Rates’.
(h) Sales
Sales represent value of goods sold and are net of trade discounts/ allowances, sales return and excluding sales tax/ value
added tax.
(i) Investment Income
Income from investments is accounted for on accrual basis, inclusive of related tax deducted at source.
(j) Employee Benefits
Short-term Employee Benefits (i.e. benefits payable within one year ) are recognised in the period in which employee services
are rendered.
Contributions towards superannuation at rates specified in related approved scheme covering eligible employees are
recognised as expense and funded.
Contributions towards provident funds are recognised as expense. Provident fund contributions in respect of certain
employees are made to Trusts administered by the Company; the interest rate payable to the members of the Trusts is not
lower than the statutory rate of interest declared annually by the Central Government under the Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952 and shortfall, if any, is to be made good by the Company. The remaining provident
fund contributions are made to employer established provident funds (for other than covered employees) / government
administered provident fund towards which the Company has no further obligations beyond its monthly contributions. (Also
refer Note 15A below).
65
SCHEDULE 17 (Contd.)
Liability towards gratuity, covering eligible employees, is provided and funded on the basis of year-end actuarial valuation.
Accrued liability towards leave encashment benefits, covering eligible employees, evaluated on the basis of year-end actuarial
valuation is recognised as a charge.
Contribution to Central Government administered Employees’ State Insurance Scheme for eligible employees is recognised
as charge.
Actuarial gains/losses arising in Defined Benefit Plans are recognised immediately in the Profit and Loss Account as income/
expense for the year in which they occur.
(k) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is provided/
recognised on timing differences between taxable income and accounting income using the liability method subject to
consideration of prudence. Deferred tax assets on unabsorbed depreciation and carry forward of losses under tax laws are
not recognised unless there is virtual certainty that there will be sufficient future taxable income available to realise such
assets.
(l) Government Grants
Grants of Capital nature and related to specific Fixed Assets are deducted from gross value of assets. Other grants of
Capital nature are credited to Capital Reserve. Grant related to revenue are recognised in the Profit and Loss Account on
a systematic basis to match them with related costs.
2 Amalgamation of Bulland Buildmart Private Limited, a wholly owned subsidiary Company (Transferor Company) with
Kesoram Industries Limited (Transferee Company)
2.1 Pursuant to a scheme of Amalgamation (the ‘Scheme’) sanctioned by the High Court at Calcutta in July 2009 under the
provisions of the Companies Act,1956, the Transferor Company has been amalgamated with Transferee Company in these
accounts with retrospective effect from 1st October, 2008 (Appointed Date). The Scheme has been accounted for using the
‘Purchase Method’ set out in Accounting Standard 14 on ‘Accounting for Amalgamation’.
2.2 The Transferor Company was primarily engaged in the business of purchasing land for sale/ development and civil &
constructional work relating to building, roads, bridges etc.
2.3 In accordance with the scheme, all assets and liabilities of the Transferor Company immediately preceding the Appointed
Date have been incorporated in the books of account of Transferee Company at their respective book values on the basis
of audited accounts of the Tranferor Company. The net assets as per the books of account of the Transferor Company
after cancellation of investment of the Transferee Company in Tranferor Company as on 30th September, 2008 has been
credited to Capital Reserve of the Transferee Company in 2009-10 and the results of the Tranferor Company for the period
1st October, 2008 to 31st March, 2009 has been adjusted with the opening credit balance in Profit and Loss Account of
Transferee Company.
3 (a) Expansion activities taken up in 2006-07 relating to fourth production line at Company’s Vasavadatta Cement Unit for 1.65
million tons capacity increase of cement has commenced commercial production on 7th August, 2009. The related clinker
plant commenced commercial production on 1st June, 2009.
(b) Radial truck tyre (140 MT/day) and motor cycle tyre (95 MT/day) projects taken in 2008-09 at Uttarakhand commenced
commercial production in March, 2010 and in phases from October, 2009 to March, 2010 respectively. Further expansion
in bias tyre at Uttarakhand by 60 MT/day taken up in 2008-09 has been completed during the year.
(c) Radial car tyre project with 80 MT/day capacity at Balasore and further expansion of radial truck tyre by 85 MT/day at
Uttarakhand taken up during the year are expected to commence commercial production by the end 2010-2011.
4 The Company intends to hive off its Hindusthan Heavy Chemicals unit (the Unit) as reflected in the Board Resolution of 31st
January, 2006 and later on consented by the shareholders by postal ballot of 24th March, 2006. The Unit is not significant in terms
of the Company’s total assets/ liabilities/ revenue/ expenses/ cashflows. Pending disposal of the Unit, the Unit is in operation and
results thereof, have been reflected in these Accounts.
The Company’s Spun Pipes and Foundries Unit is under suspension of work effective 2nd May,2008.
66
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
31st March, 2010 31st March, 2009
Rs. Rs.
5A Contingent Liabilities :
(a) Guarantees given -
(i) to excise authorities 11,73,223 11,73,223
(ii) by Banks on behalf of the Company 70,38,54,755 45,96,01,210
(excluding relating to joint venture referred to in Note 16 below)
(b) Claims against the Company not acknowledged as debts :
Rates, Taxes, Duties etc. demanded by various Authorities 1,20,94,00,083 1,20,64,70,509
Amount demanded by Provident Fund and Employees’ State Insurance 86,86,000 1,24,00,913
Authorities which is subjudice
1,21,80,86,083 1,21,88,71,422
6 The major components of the deferred tax assets and liabilities accounted for
during the year in the manner indicated in Note 1(k) above are as below:
Tax effect of timing differences
(a) Deferred Tax Liabilities
Difference between written down value of block of assets as per Income tax 3,33,55,01,551 1,31,26,88,000
laws and book written down value of the fixed assets
(b) Deferred Tax Assets
(i) Items allowable for tax purpose on payment 5,09,85,000 5,09,85,000
(ii) Others 1,33,687 2,27,665
Net Deferred Tax Liability as at the year-end 3,28,43,82,864 1,26,14,75,335
Amount charged/(credited) to Profit and Loss Account 2,02,29,07,529 (16,62,66,850)
67
SCHEDULE 17 (Contd.)
31st March, 2010 31st March, 2009
Rs. Rs.
7 (a) Computation of Net Profit under Section 349/ 198(1) of
the Companies Act, 1956 for the purpose of Directors’
commission
Profit before Taxation per Profit and Loss Account 4,75,49,43,448 4,09,11,43,051
Add :
Depreciation as per accounts 1,72,80,03,438 1,11,85,61,067
Managerial Remuneration 1,35,53,022 90,09,959
Long Term Investments (other than trade) written off - 13,000
Provision for doubtful debts 2,51,609 5,28,089
1,74,18,08,069 1,12,81,12,115
6,49,67,51,517 5,21,92,55,166
Less :
Profit on Long Term Investments (other than trade) sold - 36,14,099
Profit on Current Investments (other than trade) sold 42,250 76,319
Depreciation under Section 350 of the Companies Act, 1956 1,68,81,23,640 1,07,84,34,264
Capital profit on sale of fixed assets 14,557 2,39,63,836
1,68,81,80,447 1,10,60,88,518
Net Profit 4,80,85,71,070 4,11,31,66,648
1% of Net Profit 4,80,85,711 4,11,31,666
Commission payable to non whole-time Directors 24,00,000 20,00,000
(b) Managerial Remuneration
(i) Directors’ Fees 11,20,000 7,25,000
(ii) Commission to non whole-time Directors 24,00,000 20,00,000
(iii) Remuneration paid/ payable to Director/Manager
Salaries, Bonus etc. 61,78,509 38,64,911
Contribution to Provident Fund 4,89,600 3,08,244
Contribution to Superannuation Fund 6,12,000 3,85,304
Contribution to Gratuity Fund 19,51,627 10,98,528
Other benefits/ perquisites 8,01,286 6,27,972
1,00,33,022 62,84,959
1,35,53,022 90,09,959
(c) Shareholders’ approval is yet to be obtained for remuneration
of Rs. 27,59,365 [included in Note 7(b) above] of a Director
in whole-time employment.
68
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
2009-2010 2008-2009
Rs. Rs.
8 Power and Fuel (Schedule 15) includes consumption of stores and spares 5,63,17,94,704 4,95,11,40,034
9 Repairs and Maintenance (Schedule 15) includes:
(a) Consumption of stores and spare parts 12,32,03,016 13,94,25,323
(b) Salaries and Wages 19,45,04,098 14,64,68,536
(c) Technical Service fees 14,87,843 5,77,872
10 Packing, carriage and shipping (Schedule 15) includes:
(a) Consumption of stores and spare parts 55,82,41,468 59,62,25,681
(b) Salaries and Wages 7,41,67,815 6,48,21,711
11 Fixed Assets/ Capital Work-in-Progress (Schedule 5) include
consumption of stores and spare parts during the year 1,12,87,43,339 1,79,98,63,402
12 Miscellaneous expenses (Schedule 15) includes:
(a) Guarantee Commission 35,90,799 16,14,257
(b) Technical Service Charges 33,05,885 35,09,300
(c) Conversion Charges 32,97,62,164 34,55,79,589
(d) Consumption of stores and spare parts 3,23,41,084 2,22,06,581
(e) Auditors’ Remuneration:
As Auditors -
Audit Fees 75,00,000 62,00,000
Tax Audit Fees [including Rs.Nil (2008-09 - Rs.3,50,000) for previous year] 27,50,000 28,50,000
Fees for issuing various certificates (including Limited Review) 39,29,800 32,63,000
Reimbursement of Expenses 2,96,692 2,57,931
(f) Payment to Cost Auditors (Fees) 4,57,000 4,15,000
13 (a) Provision for Current Tax for the current year 2009-2010 is net of MAT credit of
Rs.44,50,00,000 (2008-2009 - Rs.Nil) as the Company is confident to generate
sufficient taxable income in the next few years available for set off of the aforesaid
credit within the stipulated time.
(b) Provision for Current Tax for the year 2009-2010 is net of write back of Rs.Nil
(2008-2009 - Rs.40,92,26,444) in respect of earlier years.
14 Miscellaneous expenses (Schedule 15) include Rs.10,91,48,160
[2008-09 - net of Rs.3,80,73,336] excise duty related to the difference between the
closing stock and opening stock
69
SCHEDULE 17 (Contd.)
15 A . In keeping with the Guidance on implementing Accounting Standard (AS) 15 on Employee Benefits issued by the Accounting
Standards Board of the Institute of Chartered Accountants of India (ASB Guidance), employer-established provident fund
trusts are treated as Defined Benefit Plans since the Company is obligated to meet interest shortfall, if any, with respect to
covered employees. According to the management, in consultation with Actuary, actuarial valuation cannot be applied to
reliably measure provident fund liabilities in absence of guidance from Actuarial Society of India. Accordingly, the Company is
currently not in a position to provide other related disclosures as required by the aforesaid AS 15 read with the ASB Guidance,
however, having regard to the position of the Fund (for covered employees) and confirmation from the Trustees’ of such Fund
there is no shortfall as at the year end.
B. In keeping with the Company’s gratuity scheme (a defined benefit plan), eligible employees are entitled to gratuity benefit (at
one half month’s eligible salary for each completed year of service) on retirement / death / incapacitation / termination. Also
refer Note 1 (i) for accounting policy relating to gratuity. Following are the further particulars with respect to gratuity :-
70
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
V. Percentage of each Category of Plan Assets to total 31st March, 2010 31st March, 2009 31st March, 2008
Fair Value of Plan Assets Rs. Rs. Rs.
(a) NAV / Interest based schemes with Insurance 67.84% 58.19%
56.51%
Companies
(b) Special Deposit Scheme with State Bank of India 24.01% 30.31% 31.19%
(c) Government (Central and State) Securities 2.06% 3.89% 5.41%
(d) Others (including bank balances) 6.09% 7.61% 6.89%
2009-2010 2008-2009 2007-2008
Rs. Rs. Rs.
VI. Actual Return on Plan Assets 10,07,66,138 13,99,027 2,96,77,176
VII. Principal Actuarial Assumptions 31st March, 2010 31st March, 2009 31st March, 2008
Rs. Rs. Rs.
(a) Discount Rate (per annum) 7.50% 7.50% 8.00%
(b) Expected Rate of Return on Plan Assets (per annum) 7.00% 7.00% 8.00%
(c) Salary Escalation 5.00% 5.00% 6.00%
(d) Inflation Rate 5.00% 5.00% 6.00%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on
the portfolio of assets held, investment strategy and market scenario. In order to protect the capital and optimise returns within
acceptable risk parameters, the plan assets are reasonably diversified.
16 The Company’s interest as a venturer in jointly controlled entity (incorporated joint venture during the year) is:-
Name Country of Incorporation Proportion of ownership Proportion of ownership
interest as on 31st March, 2010 interest as on 31st March, 2009
Gondkhari Coal Mining India 45.46 -
Limited
The Company’s interest in the joint venture is reported as Long Term Investments (Schedule - 6) and stated at cost.
The Company’s share of each of the assets, liabilities, income and expenses (each without elimination of the effect of transactions
between the Company and Joint Venture) related to interest in joint venture are :-
31st March, 2010 31st March, 2009
I Assets Rs. Rs.
1. Fixed Assets
a) Net Block 2,07,365 -
b) Capital Work in Progress 5,61,594 -
2. Current Assets, Loans and Advances
a) Cash and Bank Balances 32,359 -
b) Loans and Advances 60 -
8,01,378 -
II Liabilities
1. Current Liabilities 7,89,193 -
III Profit and Loss Account Debit Balances 2,15,115 -
IV Income - -
V Expenditure
a) Administrative Expenses 2,14,397 -
b) Depreciation 718 -
2,15,115 -
Share of Contingent Liabilites (Gurantees given by bank) 5,39,61,020 -
71
SCHEDULE 17 (Contd.)
17A Details of pre-operative expenses incurred relating to expansion/ greenfield projects referred to in Note 3 above -
2009-2010
Up to During Total Capitalised/ Balance as on
31st March, 2009 2009-2010 Transferred 31st March, 2010
Rs. Rs. Rs. Rs. Rs.
(a) (b) (c ) = (a) + (b) (d) (c ) - (d)
Raw Materials consumed - 6,40,44,044 6,40,44,044 6,40,44,044 -
Work in process transferred to trial run - 87,10,670 87,10,670 87,10,670 -
Stores and Spare Parts Consumed - 9,14,961 9,14,961 9,14,961 -
Salaries, Wages, Bonus etc. 1,67,03,403 4,31,96,999 5,99,00,402 5,25,01,387 73,99,015
Contribution to Provident and Other Funds 10,62,543 25,10,801 35,73,344 31,46,898 4,26,446
Workmen and Staff Welfare 48,112 24,10,055 24,58,167 22,99,580 1,58,587
Power and Fuel 4,74,23,455 16,76,85,446 21,51,08,901 20,93,39,337 57,69,564
Repairs and Maintenance to Plant & Machinery 1,47,201 34,74,023 36,21,224 35,99,140 22,084
Rent 4,57,200 13,87,762 18,44,962 16,12,664 2,32,298
Rates & Taxes 6,14,147 14,47,371 20,61,518 15,63,947 4,97,571
Insurance 72,08,337 60,39,555 1,32,47,892 1,25,44,180 7,03,712
Miscellaneous Expenses 24,03,95,139 26,03,35,091 50,07,30,230 46,51,18,935 3,56,11,295
31,40,59,537 56,21,56,778 87,62,16,315 82,53,95,743 5,08,20,572
Interest 19,60,75,693 43,30,42,564 62,91,18,257 56,04,27,564 6,86,90,693
Total (A) 51,01,35,230 99,51,99,342 1,50,53,34,572 1,38,58,23,307 11,95,11,265
Processed/Semi-Processed items transferred at the end of trial run (Schedule 14) 5,11,99,799
Capitalised 1,07,29,31,141
1,12,41,30,940
72
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
17B Details of pre-operative expenses incurred in 2008-09 relating to cement and tyre expansion/ greenfield projects -
2008-2009
Up to During Total Capitalised/ Balance as on
31st March, 2008 2008-2009 Transferred 31st March, 2009
Rs. Rs. Rs. Rs. Rs.
(a) (b) (c ) = (a) + (b) (d) (c ) - (d)
Raw Materials consumed - 3,21,49,062 3,21,49,062 3,21,49,062 -
Stores and Spare Parts Consumed - 6,165 6,165 6,165 -
Salaries, Wages, Bonus etc. 2,25,14,103 3,01,92,319 5,27,06,422 3,60,03,019 1,67,03,403
Contribution to Provident and Other Funds 12,31,512 25,20,678 37,52,190 26,89,647 10,62,543
Workmen and Staff Welfare 17,03,514 67,14,449 84,17,963 83,69,851 48,112
Power and Fuel 1,22,56,035 11,15,82,483 12,38,38,518 7,64,15,063 4,74,23,455
Repairs and Maintenance to Plant & Machinery - 2,70,317 2,70,317 1,23,116 1,47,201
Rent 6,29,485 31,64,890 37,94,375 33,37,175 4,57,200
Rates & Taxes 11,04,424 12,62,359 23,66,783 17,52,636 6,14,147
Insurance 55,19,905 59,90,949 1,15,10,854 43,02,517 72,08,337
Miscellaneous Expenses 13,77,27,255 28,08,80,862 41,86,08,117 17,82,12,978 24,03,95,139
18,26,86,233 47,47,34,533 65,74,20,766 34,33,61,229 31,40,59,537
Interest 8,14,85,169 32,98,75,355 41,13,60,524 21,52,84,831 19,60,75,693
Total (A) 26,41,71,402 80,46,09,888 1,06,87,81,290 55,86,46,060 51,01,35,230
Scrap Sales during trial run - 35,15,117 35,15,117 35,15,117 -
Power generated during Trial Run (Included under Power and Fuel in Schedule 15) 1,23,88,367
Semi-processed items transferred (Schedule 14) 3,08,21,279
Capitalised 51,19,21,297
55,51,30,943
18.1 13% Secured redeemable non convertible debentures aggregating Rs.1,00,00,00,000 (2008-09 - Rs.Nil), privately placed
(allotment date -17th November,2008) have been redeemed at par by exercising put option during the year. On the aforesaid
redemption, Rs.25,00,00,000, being 25% of the aforesaid value of debentures in Debenture Redemption Reserve, has been
tranferred from Debenture Redemption Reserve to the Profit and Loss Account.
18.2 7.3% secured redeemable non convertible debentures aggregating Rs 1,00,00,00,000 (31.03.2009 - Rs. Nil), privately placed
(allotment date -17th November,2009) are due for redemption at par at the end of 13 months from the date of allotment.
Debenture Redemption Reserve of Rs.25,00,00,000, being 25% of the aforesaid value of debentures, has been created out
of the profits for the year.
19.1 Short term loans from banks (Schedule 4) include :-
Commercial Paper of Rs.50,00,00,000 (31.03.09 - Rs.Nil).
Short term loans from others (Schedule 4) comprise :-
(a) Commercial Paper - Rs.2,40,00,00,000 (31.03.09 - Rs.Nil)
(b) 6.4% redeemable non convertible debentures aggregating Rs.50,00,00,000 (31.03.09 - Rs.Nil), privately placed
(allotment date -17th March,2010) are due for redemption at par on 16th April, 2010.
(c) 6.2% redeemable non convertible debentures aggregating Rs.15,00,00,000 (31.03.09 - Rs.Nil), privately placed
(allotment date -24th February,2010) are due for redemption at par on 24th May, 2010.
(d) 6% redeemable non convertible debentures aggregating Rs.25,00,00,000 (31.03.09 - Rs.Nil) and Rs.25,00,00,000
(31.03.09 - Rs.Nil), privately placed (allotment dates -15th February, 2010 & 17th February, 2010) are due for redemption
at par on 14th May, 2010 and 17th May, 2010 respectively.
(e) 5.71% redeemable non convertible debentures aggregating Rs.30,00,00,000 (31.03.09 - Rs.Nil), privately placed (allotment
date -15th February,2010) are due for redemption at par on 12th May, 2010.
73
SCHEDULE 17 (Contd.)
19.2 Other loans from banks (Schedule 4) include :-
(a) Zero coupon unsecured redeemable non convertible debentures aggregating Rs 1,10,00,00,000 (31.03.2009 - Rs.Nil), privately
placed (allotment date -15th March, 2010) are due for redemption at par at the end of 396 days from the date of allotment.
(b) 7.75% unsecured redeemable non convertible debentures aggregating Rs 50,00,00,000 (31.03.2009 - Rs.Nil) privately
placed (allotment date -19th March, 2010) are due for redemption at par on 5th April, 2011.
(c) 8.35 % unsecured redeemable non convertible debentures aggregating Rs 1,00,00,00,000 (31.03.2009 - Rs.Nil) privately
placed (allotment date -22nd September, 2009) are due for redemption at par at the end of 377 days from the date of
allotment.
19.3 Debenture redemption reserve of Rs 1,01,25,00,000, being 25% of the value debentures referred to in Notes 19.1 and 19.2
above has been created out the of profit of the Company.
20 Pursuant to the Announcement on Accounting for Derivatives issued by the Institute of Chartered Accountants of India in
March,2008,the company has accounted for during the year net loss amounting to Rs.1,43,41,747 (31.03.09 - Rs.17,36,12,270)
in respect of outstanding derivative contracts at the Balance sheet date by marking them to market as indicated in Note 1 (g)
above and the resultant excess liability of Rs.15,92,70,523 net of realised loss (net) of Rs.87,23,742 during the year arising
from derivative contracts is written back and included in ‘Miscellaneous Income’ under Schedule 13 to accounts. In 2008-09,
the aforesaid mark to market loss along with realised loss (net) of Rs.77,02,500 was included ‘Miscellaneous Expenses’ under
schedule 15 to accounts.
21 a) Rent expenditure (Schedule 15) includes lease payments of Rs.18,19,595, (2008-09 - Rs.Nil) relating to non cancellable
operating lease. This leasing arrangement is for three years and is in respect of office premises. The significant leasing
arrangement interalia includes option for renewal.
The total of future minimum lease payments under this non cancellable operating lease:
(i) not later than one year - Rs.25,68,840 (2008-09 - Rs.Nil)
(ii) later than one year but not later than five years - Rs.33,18,085 (2008-09 - Rs.Nil)
(iii) later than five years - Rs.Nil (2008-09 - Rs.Nil)
b) The Company has given a unit of building on operating lease to Lazarus Hospital during the year for 5 years extendable
up to 12 years on mutual consent
Amount in Rupees
Particulars 2009-2010 2008-2009
Gross carrying amount as on Balance Sheet date 1,89,98,720 -
Accumulated depreciation as on Balance Sheet date 1,03,226 -
Depreciation recognised in the profit and loss account 1,03,226 -
The future minimum lease receivable under non-cancellable leases are as
given below:
not later than one year 21,47,760 -
later than one year and not later than five years 88,79,736 -
later than five years - -
General Description of the aforesaid arrangement:
Operating leases on renting a unit of building entered into by the Company is
for a fixed term of 5 years extendable up to 12 years.
22 Information pursuant to the provisions of paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 is given
in Schedule 18, which forms an integral part of this Schedule.
2009-2010 2008-2009
23 Earnings Per Share (EPS)
Number of Ordinary shares at the beginning of the year 4,57,43,318 4,57,43,318
Number of Ordinary shares at the end of the year 4,57,43,318 4,57,43,318
Weighted average number of Ordinary shares outstanding during the year (A) 4,57,43,318 4,57,43,318
Nominal value of each Ordinary Share (Rs.) 10 10
Profit after Tax (Rs.) (B) 2,37,33,74,177 3,78,74,09,901
Earnings per Share (Basic and Diluted) (Rs.) (B/A) 51.88 82.80
74
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
24 Information about Business segments
2009-2010
Tyres Cement Rayon, T.P. and Others Total
Chemicals
Rs. Rs. Rs. Rs. Rs.
Segment Revenue
Sales 28,49,61,85,651 19,12,74,47,483 2,59,35,37,897 35,57,275 50,22,07,28,306
Less: Inter segment Sales
(made at cost) - 1,04,12,821 39,83,582 - 1,43,96,403
Total 28,49,61,85,651 19,11,70,34,662 2,58,95,54,315 35,57,275 50,20,63,31,903
Segment Results [Profit/ (Loss)
after considering
Other Income and before
interest and tax] 76,43,10,761 4,82,09,71,708 17,78,99,742 (3,69,57,067) 5,72,62,25,144
Interest (1,09,03,12,626)
Other unallocated
income (net of expenditure) 11,90,30,930
Profit Before Tax 4,75,49,43,448
Segment Assets 37,34,73,70,888 17,09,78,46,912 1,24,99,61,762 7,83,36,572 55,77,35,16,134
Unallocated Assets 1,75,86,35,210
Total 57,53,21,51,344
Segment Liabilities 5,27,54,12,532 1,60,19,56,553 30,88,41,218 90,18,612 7,19,52,28,915
Unallocated Liabilities 34,93,45,12,388
Total 42,12,97,41,303
Segment Capital Expenditure 12,03,95,32,246 1,40,59,59,137 5,09,86,402 33,800 13,49,65,11,585
Segment Depreciation and
amortisation 80,18,07,386 87,29,68,787 4,86,48,027 24,38,553 1,72,58,62,753
Segment non-cash expenses
other than depreciation and
amortisation - - 2,51,609 - 2,51,609
75
SCHEDULE 17 (Contd.)
Information about Business segments
2008-2009
Tyres Cement Rayon, T.P. and Others Total
Chemicals
Rs. Rs. Rs. Rs. Rs.
Segment Revenue
Sales 19,47,22,61,417 20,51,34,96,046 2,77,45,25,028 16,31,58,626 42,92,34,41,117
Less: Inter segment Sales
(made at cost) - - 27,54,888 - 27,54,888
Total 19,47,22,61,417 20,51,34,96,046 2,77,17,70,140 16,31,58,626 42,92,06,86,229
Segment Results [Profit/ (Loss)
after considering -
Other Income and before
interest and tax] 57,68,75,028 5,51,90,60,287 (4,49,76,597) (17,97,30,852) 5,87,12,27,866
Interest (1,20,87,21,809)
Other unallocated expenditure
(net of income) (57,13,63,006)
Profit Before Tax 4,09,11,43,051
Segment Assets 21,43,70,08,939 15,58,42,75,180 1,28,98,31,351 13,90,27,489 38,45,01,42,959
Unallocated Assets 1,47,65,92,103
Total 39,92,67,35,062
Segment Liabilities 3,19,68,80,930 1,42,73,56,589 26,73,86,986 1,42,36,114 4,90,58,60,619
Unallocated Liabilities 21,71,98,25,298
Total 26,62,56,85,917
Segment Capital Expenditure 6,75,56,23,575 3,86,06,82,598 3,06,49,511 9,77,785 10,64,79,33,469
Segment Depreciation and
amortisation 46,05,81,567 60,61,02,383 4,70,61,318 28,72,133 1,11,66,17,401
Segment non-cash expenses
other than depreciation and
amortisation - - 15,71,170 7,11,45,944 7,27,17,114
Principal Items manufactured Tyres, Tubes Cement Viscose Filament
and Flaps Rayon Yarn,
Cellophane Paper,
Sulphuric Acid,
Caustic Soda Lye,
Hydrochloric Acid
The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been
considered.
76
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
II. Transactions
Particulars 2009-2010
Related Parties referred to in
I (a) above I (b) above I (c) above I (d) above I (e) above I (f) above
Rs. Rs. Rs. Rs. Rs. Rs.
(i) Income
Rent & other Services
- Century Textiles & Industries Ltd. - - - 27,14,687 - -
- Century Enka Ltd. - - - 3,22,642 - -
Sales
- Century Textiles & Industries Ltd. - - - 1,24,94,408 - -
- Jay Shree Tea & Industries Ltd. - - - 19,57,399 - -
- Century Enka Ltd. - - - 3,16,000 - -
Interest
- Jay shree Tea & Industries Ltd. - - - 8,38,082 - -
77
SCHEDULE 17 (Contd.)
II. Transactions
Particulars 2009-2010
Related Parties referred to in
I (a) above I (b) above I (c) above I (d) above I (e) above I (f) above
Rs. Rs. Rs. Rs. Rs. Rs.
(ii) Expenditure
Rent and Other Services
Expenses reimbursed
- Sunil Jain / A.K. Enterprises - - 12,65,622 - - -
- Synergy Enterprises - - - - - 7,32,089
Commission
- Synergy Enterprises - - - - - 52,59,128
Interest Paid
- Sunil Jain / A.K. Enterprises - - 3,45,196 - - -
- Synergy Enterprises - - - - - 94,237
Purchases
- Century Textiles & Industries Ltd. - - - 44,94,63,624 - -
- Century Enka Ltd. - - - 2,06,06,70,334 - -
- Jay Shree Tea & Industries Ltd. - - - 3,54,80,918 - -
- Mangalam Cement Limited - - - - 3,91,73,062 -
Directors’ Fees
- Syt. B.K.Birla - - - 1,00,000 - -
Directors’ Commission
- Syt. B.K.Birla - - - 3,00,000 - -
78
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
II. Transactions
Particulars 2009-2010
Related Parties referred to in
I (a) above I (b) I (c) above I (d) above I (e) above I (f) above
above
Rs. Rs. Rs. Rs. Rs. Rs.
(iv) Others
Dividend paid
- Century Textiles & Industries Ltd. - - - 1,17,26,000 - -
- Century Enka Ltd. - - - 32,17,468 - -
- Jay Shree Tea & Industries Ltd. - - - 58,24,989 - -
Dividend received
- Century Textiles & Industries Ltd. - - - 1,23,57,450 - -
- Century Enka Ltd. - - - 67,03,400 - -
- Mangalam Cement Ltd. - - - - 1,57,41,000 -
- Jay Shree Tea & Industries Ltd. - - - 5,82,174 - -
Directors’ Commission
- Syt. B.K. Birla - - - 3,00,000 - -
Interest payable
- Sunil Jain / A.K. Enterprises - - 3,10,676 - - -
- Synergy Enterprises - - - - - 84,813
Other payable
- Century Textiles & Industries Ltd. - - - 3,22,07,437 - -
- Century Enka Ltd. - - - 26,20,80,627 - -
- Sunil Jain / A.K. Enterprises - - 4,26,401 - - -
- Synergy Enterprises - - - - - 15,74,308
Other receivables
- Century Textiles & Industries Ltd. - - - 40,83,142 - -
- Mangalam Cement Ltd. - - - - 43,78,643 -
- Jay Shree Tea & Industries Ltd. - - - 3,25,513 - -
- Sunil Jain / A.K. Enterprises - - 3,000 - - -
- Gondkhari Coal Mining Limted 15,10,765 - - - - -
Investment in shares
- Gondkhari Coal Mining Ltd. 2,27,280 - - - - -
- Century Textiles & Industries Ltd. - - 16,92,99,738 - -
- Century Enka Ltd. - - - 12,91,29,764 - -
- Mangalam Cement Ltd. - - - - 4,65,41,500 -
- Jay Shree Tea & Industries Ltd. - - - 1,18,600 - -
79
SCHEDULE 17 (Contd.)
II. Transactions
Particulars 2008-2009
Related Parties referred to in
I (a) above I (b) I (c) above I (d) above I (e) above
above
Rs. Rs. Rs. Rs. Rs.
(i) Income
Rent & other Services
- Century Textiles & Industries Ltd. - - - 34,00,984 -
- Century Enka Ltd. - - - 3,19,292 -
Sales
- Century Textiles & Industries Ltd. - - - 93,07,580 -
- Others - - - 9,34,384 -
(ii) Expenditure
Rent and other Services
- Century Textiles & Industries Ltd. - - - 40,64,647 -
- Others - - 18,99,432 - -
Commission - - 33,08,366 - -
Interest Paid - - 4,17,402 - 90,73,974
Purchases
- Century Textiles & Industries Ltd. - - - 53,80,63,722 -
- Century Enka Ltd. - - - 1,25,24,44,481 -
Directors’ Fees
- Syt.B.K.Birla - - - 80,000 -
Directors’ Commission
- Syt.B.K.Birla - - 2,50,000 -
(iv) Others
Dividend paid
- Century Textiles & Industries Ltd. - - - 56,73,000 -
- Century Enka Ltd. - - - 4,533,704 -
- Jay Shree Tea & Industries Ltd. - - - 79,36,690 -
80
ANNUAL REPORT & ACCOUNTS 2009-10
SCHEDULE 17 (Contd.)
II. Transactions
Particulars 2008-2009
Related Parties referred to in
I (a) above I (b) I (c) above I (d) above I (e) above
above
Rs. Rs. Rs. Rs. Rs.
Dividend received
- Century Textiles & Industries Ltd. - - - 1,23,57,450 -
- Century Enka Ltd. - - - 67,03,400 -
- Mangalam Cement Ltd. - - - - 1,43,10,000
- Jay Shree Tea & Industries Ltd. - - - 4,85,145 -
(v) Balance outstanding at year end
Security deposit payable - - 43,94,335 - -
Loan receivable 41,50,00,000 - - - -
Directors’ Commission
- Syt. B.K. Birla - - - 2,50,000 -
Other payable
- Century Textiles & Industries Ltd. - - - 3,26,25,639 -
- Century Enka Ltd. - - - 9,59,16,974 -
- Others - - 12,89,705 284 -
Other receivable
- Century Textiles & Industries Ltd. - - - 13,18,071 -
- Jay Shree Tea & Industries Ltd. - - - 34,163 -
Investment in Shares
- Bulland Buildmart Pvt. Ltd. 12,60,00,000 - - - -
- Century Enka Ltd. - - - 12,91,29,764 -
- Century Textiles & Industries Ltd. - - - 16,92,99,738 -
- Mangalam Cement Ltd. - - - - 4,65,41,500
- Jay Shree Tea & Industries Ltd. - - - 1,18,600 -
31st March, 2010 31st March, 2009
Rs. Rs.
26 Shares of Jay Shree Tea & Industries Ltd. held by the Company at face value being 1,57,260 1,57,260
bonus shares remaining unclaimed.
27 Certain records/ documents pertaining to production, raw materials, purchase records
etc. of the Company’s Assam Cotton Mills Unit were seized by the Excise Authorities
and are presently not available with the Company.
28 Previous year’s figures have been regrouped or rearranged where considered
necessary.
Signatures to Schedules 1 to 17
B. K. BIRLA Chairman
K. G. MAHESHWARI
For Price Waterhouse B. P. BAJORIA
Firm Registration No. 301112 E DEEPAK TANDON P. K. CHOKSEY
Whole-time Director Directors
Chartered Accountants G. B. PANDE
(S.K. DEB) AMITABHA GHOSH
Kolkata, Partner S.K.PATODIA P. K. MALLIK
28th April, 2010. Membership No. 13390 Secretary MANJUSHREE KHAITAN
81
82
SCHEDULE 18 (Note 22 on Schedule 17)
INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3, 4C AND 4D OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956
(1) Particulars in respect of goods manufactured : PRODUCTION
CAPACITY (Meant for Sale)
Licensed Installed (a)
Manufacturing Class of goods 2009-2010 2009-2010 Unit 2009-2010 2008-2009
Section manufactured (Same as 2008-2009 (Same as 2008-2009
except otherwise indicated) except otherwise indicated)
Cement -
At Basantnagar Cement Not Applicable 15,00,000 M. Tons M.T. 13,78,833 * 15,11,615 *
Hindustan Heavy (i) Caustic Soda Lye (100%) 15,120 M. Tons per year 12,410 M. Tons per year M.T. 11,663 * 11,737 *
Chemicals
(ii) Liquid Chlorine 6,000 M. Tons per year 5,045 M. Tons per year M.T. 4,831 * 4,959 *
(iii) Sodium Hypochlorite 16,500 M. Tons per year 6,205 M. Tons per year M.T. 2,686 3,567
(iv) Hydrochloric Acid (100%) 9,750 M. Tons per year 8,200 M. Tons per year M.T. 5,373 * 5,336 *
(v) Ferric Alum (including 3,200 M. Tons per year 3,200 M. Tons per year M.T. - -
Alum Liquor)
(vi) Sulphuric Acid (including 20,400 M. Tons per year 18,700 M. Tons per year M.T. 19,061 * 19,139 *
Battery Grade)
(vii) Purified Hydrogen Gas 30,24,000 M 3 per year 16,20,000 M 3 per year M3 7,53,453 * 8,18,882 *
(a) Installed capacities have been certified by the Company’s Technical Experts. Furthermore, the installed capacity of the Transparent Paper Section is also as per Company’s application to
the Government of India for C.O.B. Licence.
ANNUAL REPORT & ACCOUNTS
83
2009-10
84
SCHEDULE 18 (Continued)
(2) Particulars in respect of stocks and sales of goods manufactured/ traded :
Stock as at 31.03.2008 Stock as at 31.03.2009 Stock as at 31.03.2010 Sales
Stock as at 01.04.2009 2009-2010 2008-2009
Unit Quantity Value Quantity Value Quantity Value Quantity Value Quantity Value
Rs. Rs. Rs. Rs. Rs.
Cement -
At Basantnagar M.T. 4,303 68,48,426 6,129 1,18,77,374 17,858 3,79,37,059 13,66,359 4,17,12,74,801 15,07,729 5,23,94,09,431
(Excluding internal (Excluding internal
consumption of consumption of
745 MT) 2,060 MT)
At Sedam M.T. 46,809 9,87,19,383 35,627 6,87,28,624 83,042 17,58,19,228 40,76,620 13,91,33,34,487 39,09,941 14,92,83,23,085
(Excluding internal (Excluding internal
consumption of consumption of
14,604 MT and sale 25,830 MT)
during trial run of
64,734 MT)
Carbon-di-Sulphide M.T. 189 38,50,964 186 46,39,175 129 27,11,598 2,203 6,87,09,567 1,603 8,43,22,166
(Excluding internal (Excluding internal
consumption of consumption of
2,657 MT) 2,639 MT)
Cellophane Paper
(Transparent
Cellulose Film) M.T. 353 6,27,05,221 384 7,64,50,996 216 4,15,79,030 2,398 45,02,89,460 2,076 37,40,91,342
(Excluding internal (Excluding internal
consumption of consumption of
1 MT) 1 MT)
Sodium Sulphate M.T. 22 1,36,864 20 1,18,175 226 13,16,229 6,761 5,93,24,860 6,721 6,82,24,054
(Excluding internal (Excluding internal
consumption of consumption of
4 MT) 10 MT)
Sodium Sulphide M.T. 2 70,197 1 9,836 - - 9 1,03,550 10 1,31,174
Sulphuric Acid M.T. 464 12,25,967 329 6,58,252 358 4,98,832 29,048 7,22,52,868 24,694 26,28,70,918
(Excluding internal (Excluding internal
consumption of consumption of
8,802 MT) 8,748 MT)
Viscose Filament
Rayon Yarn M.T. 445 7,49,10,255 333 6,88,54,901 308 6,67,09,621 7,923 1,71,52,40,058 7,880 1,59,06,93,072
SCHEDULE 18 (Continued)
(2) Particulars in respect of stocks and sales of goods manufactured/ traded : (Contd.)
Stock as at 31.03.2008 Stock as at 31.03.2009 Stock as at 31.03.2010 Sales
Stock as at 01.04.2009 2009-2010 2008-2009
Unit Quantity Value Quantity Value Quantity Value Quantity Value Quantity Value
Rs. Rs. Rs. Rs. Rs.
Cast Iron Spun
Pipes & Pipe
Fittings M.T. 3,010 9,09,70,951 854 3,70,357 692 3,70,357 162 35,57,275 4,848 16,31,58,626
59 MT) 56 MT)
Sodium
Hypochlorite M.T. 69 1,06,977 34 57,184 24 37,624 2,696 41,89,955 3,602 59,95,309
85
2009-10
86
SCHEDULE 18 (Continued)
(2) Particulars in respect of stocks and sales of goods manufactured/ traded : (Contd.)
Stock as at 31.03.2008 Stock as at 31.03.2009 Stock as at 31.03.2010 Sales
Stock as at 01.04.2009 2009-2010 2008-2009
Unit Quantity Value Quantity Value Quantity Value Quantity Value Quantity Value
Rs. Rs. Rs. Rs. Rs.
Hydrochloric
Acid (100%) M.T. 75 1,07,668 58 71,738 20 40,373 5,089 2,33,01,816 5,068 3,22,39,596
(Excluding internal (Excluding internal
consumption of consumption of
322 MT) 285 MT)
Ferric Alum
(including Alum
Liquor) M.T. 136 9,70,044 - - - - - - 78 5,92,769
(Excluding internal
consumption of
58 MT)
Sulphuric Acid
(including Battery
Grade) M.T. 270 14,44,813 159 4,96,394 142 4,75,029 17,985 4,95,73,140 18,140 18,04,69,569
(Excluding internal (Excluding internal
consumption of consumption of
1,093 MT) 1,110 MT)
Purified Hydrogen
Gas M3 6,897 90,783 7,587 78,905 7,915 95,717 7,52,690 1,51,44,304 8,17,682 1,50,77,696
(Excluding internal (Excluding internal
consumption of consumption of
3
435 M ) 510 M3)
23,72,19,36,060 16,81,33,63,408
# Excludes 1,79,500 MT (Rs.1,78,01,304) of Limestone [2008-09 - 37,968 MT (Rs.41,60,041)], 11,860 MT (Rs.50,05,464) of Bauxite/Laterite [2008-09 - 2,522
MT (Rs.6,70,137)], 2,054 MT (Rs.38,29,751) of Gypsum (2008-09-Nil), 127 MT (Rs.1,31,61,539) of Natural Rubber [2008-09 - 68 MT (Rs.76,27,245)],
39 MT (Rs.43,02,490) of Synthetic Rubber [2008-09 - 14 MT (Rs.21,93,939)], 88 MT (Rs.55,55,367) of Carbon Black [2008-09 - 40 MT (Rs.22,58,796)],
5 MT (Rs.12,77,863) of Fabric [2008-09 - 61 MT (Rs.78,86,328) and Rs.1,31,10,266 other chemicals/ Sundries [2008-09 - Rs.73,52,576] consumed
during the trial run period relating to Cement expansion and Green field Tyre Projects at Company’s Vasavadatta Cement Unit and Birla Tyres unit.
@ After considering related adjustment for sales value referred to in Schedule 14 of Accounts.
87
SCHEDULE 18 (Continued)
(4) Value of Imported and Indigenous Raw Materials, Stores, Spare Parts and Components consumed during the year :
2009-2010 2008-2009
Raw Materials @ Stores, Spare Parts & Raw Materials @ Stores, Spare Parts &
Components # Components #
Rs. % Rs. % Rs. % Rs. %
Imported 4,83,95,84,471 20.40 9,37,79,654 1.07 3,84,00,01,338 22.84 19,40,65,051 2.25
Indigenous 18,88,23,51,589 79.60 8,64,77,00,610 # 98.93 12,97,33,62,070 77.16 8,43,69,99,431 # 97.75
23,72,19,36,060 100.00 8,74,14,80,264 * 100.00 16,81,33,63,408 * 100.00 8,63,10,64,482 * 100.00
@ excluding Rs.6,40,44,044 (imported - Rs.2,13,19,000, indigenous - Rs.4,27,25,044), [2008-2009 - Rs. 3,21,49,062 (imported - Rs.
21,91,045, indigenous - Rs. 2,99,58,017)] raw materials consumed during trial run relating to Cement expansion and Green field Tyre
project at Company’s Vasavadatta Cement Unit and Birla Tyres Unit.
# excluding Rs.9,14,961 (2008-2009 - Rs. 6,165) consumed during trial run period relating to cement expansion project at Company’s
Vasavadatta Cement Unit.
* After considering related adjustment for sale value referred to in Schedule 14 & 15 of Accounts.
(5) Value of Imports (C.I.F Basis) during the year : 2009-2010 2008-2009
Rs. Rs.
Raw Materials 4,39,93,17,571 3,44,61,01,509
Components and Spare Parts (including Stores) 10,77,88,848 27,45,82,279
Capital Goods 3,24,70,58,507 1,62,42,74,022
7,75,41,64,926 5,34,49,57,810
(6) Expenditure in Foreign Currency during the year (on payment basis) :
Technical Service Fees 6,04,85,577 1,26,38,239
Brokerage and Discount 11,04,653 1,11,19,017
Interest 36,94,29,138 34,94,33,757
Miscellaneous (Travelling etc.) 2,83,72,150 2,70,79,023
(7) Earnings in Foreign Exchange during the year :
Exports (excluding export to Nepal and Bhutan) of goods [F.O. B. - Realisation basis] 3,75,03,67,020 2,54,16,71,323
(8) Remittances in Foreign Currency on account of Dividend :
Number of
non-resident Number of
Financial Year On Account of Shareholders Shares held Dividend
2009-2010 2008-2009 2 73,41,875 2,38,61,094
Final
2009-2010 1 70,41,875 1,58,44,219
Interim
2008-2009 2007-2008 1 70,41,875 3,87,30,313
Final
2008-2009 1 70,41,875 1,58,44,219
Interim
Signatures to Schedule 18
B. K. BIRLA Chairman
K. G. MAHESHWARI
For Price Waterhouse B. P. BAJORIA
Firm Registration No. 301112 E DEEPAK TANDON P. K. CHOKSEY
Whole-time Director Directors
Chartered Accountants G. B. PANDE
(S.K. DEB) AMITABHA GHOSH
Kolkata, Partner S.K.PATODIA P. K. MALLIK
28th April, 2010. Membership No. 13390 Secretary MANJUSHREE KHAITAN
88
ANNUAL REPORT & ACCOUNTS 2009-10
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010
For the year ended For the year ended
31st March, 2010 31st March, 2009
Rs. Rs.
A. Cash Flow from Operating Activities
Net Profit Before Tax 4,75,49,43,448 4,09,11,43,051
Adjustments for:
Depreciation 1,72,80,03,438 1,11,85,61,067
(Profit)/ loss on Fixed Assets sold / discarded (net) 26,23,824 (3,35,17,858)
Profit on sale of Long Term Investments (other than trade) - (36,14,099)
Profit on sale of Current Investments (other than trade) (42,250) (76,319)
Income from Long Term Investments (other than trade) (4,74,18,383) (4,72,50,844)
Dividend from Current Investments (other than trade) (46,55,917) (19,43,811)
Borrowing Cost [including interest Rs.1,09,03,12,626 (Previous year -
Rs.1,20,87,21,809) paid/payable on loans 1,25,11,07,404 1,29,59,66,293
Interest received/receivable on loans etc. (88,53,852) (83,89,262)
Provision for Doubtful debts 2,51,609 5,28,089
Debts / Advances / Deposits written off - 7,22,15,354
Long Term Investments (other than trade) written off - 13,000
Liabilities no longer required written back (2,07,22,174) (4,64,64,863)
Unrealised(Gain)/ Loss on derivative contracts (net) (15,92,70,523) 10,91,66,989
[2009-10 : after considering reversal of excess liability]
Unrealised (Gain)/ Loss on foreign currency fluctuation (net) (14,05,95,767) 10,63,09,576
Operating profit before working capital changes 7,35,53,70,857 6,65,26,46,363
Adjustments for :
Inventories (3,27,13,28,413) (1,46,89,11,160)
Trade and other receivables (2,36,09,35,689) (1,06,06,80,673)
Trade Payables 1,88,51,60,479 42,27,51,290
Cash generated from operations 3,60,82,67,234 4,54,58,05,820
Direct taxes paid (net of refunds) (1,04,28,07,755) (84,31,62,185)
Net cash from operating activities 2,56,54,59,479 3,70,26,43,635
B. Cash Flow from Investing Activities
Purchase of fixed assets (12,58,46,26,265) (9,89,08,18,749)
Proceeds from sale of fixed assets 61,37,205 5,02,30,352
Trade investment in Joint Venture (2,27,280) -
Purchase of Long Term Investment (other than trade) (2,23,00,000) (14,17,70,160)
{2008-09: including Rs.12,60,00,000 paid for acquisition of subsidiary}
Purchase of Current Investments (other than trade) (11,48,03,85,394) (2,60,69,43,811)
Proceeds from sale of Current Investments (other than trade) 11,48,04,27,644 2,60,70,20,130
Proceeds from sale/redemption of Long Term Investments (other than - 58,28,400
trade)
Income from Long Term Investments (other than trade) 4,74,18,383 4,72,50,844
Dividend from Current Investments (other than trade) 46,55,917 19,43,811
Loans given (23,04,00,000) (44,00,00,000)
Realisation of Loans given 25,00,00,000 1,52,00,000
Interest received on loans,deposits etc. 59,43,472 49,17,237
Net cash used in investing activities (12,52,33,56,318) (10,34,71,41,946)
89
CASH FLOW STATEMENT (Contd.)
For the year ended For the year ended
31st March, 2010 31st March, 2009
Rs. Rs.
C. Cash Flow from Financing Activities
Proceeds from -
Long-term borrowings 14,83,36,10,022 11,11,58,77,507
Short-term borrowings 67,70,96,56,040 69,25,45,39,180
Unclaimed debentures paid/transferred - (2,53,82,188)
Repayment of -
Long-term borrowings (9,61,46,71,768) (2,67,45,73,561)
Short-term borrowings (60,71,83,45,761) (68,02,19,57,779)
Increase/(Decrease) in cash credit and overdrafts from banks 6,74,05,843 (81,52,49,830)
Borrowing Cost [including interest Rs.1,55,71,09,516 (Previous year - (1,79,13,54,465) (1,61,50,42,037)
Rs.1,39,15,13,827) paid
Dividends Paid during the year (including taxes thereon) (29,25,41,324) (41,05,81,720)
Net Cash from financing activities 10,19,37,58,587 6,80,76,29,572
Net Increase in Cash and Cash Equivalents 23,58,61,748 16,31,31,261
Opening Cash and Cash Equivalents 56,85,52,594 40,54,21,333
Cash and Cash equivalents consequent to amalgamation (Note 2) 73,935 -
Closing Cash and Cash Equivalents (Note 3) 80,44,88,277 56,85,52,594
Notes :
1 The above cash flow statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on
Cash Flow Statements.
2 Pursuant to scheme of Amalgamation (the’Scheme’) sanctioned by the High Court at Calcutta in July 2009, Bulland Buildmart
Private Limited (Transferor Company) has been amalgamated with Kesoram Industries Limited (Tansferee Company) with
retrospective effect from 1st October 2008 (Appointed Date). In accordance with the Scheme, all assets and liabilities of the
Transferor Company immediately preceding the Appointed Date have been incorporated in the books of account of Transferee
Company at their respective book values on the basis of audited accounts of the Transferor Company. The net assets as per the
books of account of the Tranferor Company after cancellation of investment of the Transferee Company in Tranferor Company
as on 30th September, 2008 has been credited to Capital Reserve of the Transferee Company in 2009-10 and the results of the
Transferor Company for the period 1st October, 2008 to 31st March, 2009 has been adjusted with the opening cradit balance in
Profit & Loss Account of Transferee Company. Also refer Note 2 on Schedule 17 to Accounts.
31st March, 2010 31st March, 2009
Rs. Rs.
3 Cash and Cash Equivalents comprise :
Cash in Hand 36,27,459 83,38,292
With Scheduled Banks on -
Current Account 78,11,08,183 54,25,66,016
Unpaid Dividend Account 1,66,16,447 1,48,12,098
Term Deposits Account 31,31,188 28,31,188
With Post Office Savings Bank Account 5,000 5,000
80,44,88,277 56,85,52,594
This is the Cash Flow Statement referred to in our report of even date.
B. K. BIRLA Chairman
K. G. MAHESHWARI
For Price Waterhouse B. P. BAJORIA
Firm Registration No. 301112 E DEEPAK TANDON P. K. CHOKSEY
Whole-time Director Directors
Chartered Accountants G. B. PANDE
(S.K. DEB) AMITABHA GHOSH
Kolkata, Partner S.K.PATODIA P. K. MALLIK
28th April, 2010. Membership No. 13390 Secretary MANJUSHREE KHAITAN
90
ANNUAL REPORT & ACCOUNTS 2009-10
Information pursuant to Part IV of Schedule VI to the Companies Act, 1956:
Balance Sheet abstract and Company’s General Business Profile
1. Registration Details
Registration Number 3429
State Code 21
Balance Sheet Date 31st March, 2010
(Amount in Rs. Thousands)
Sources of Funds
Paid up Capital 4,57,416
Reserves & Surplus 1,49,44,994
Secured Loan 1,86,37,153
Unsecured Loan 1,47,72,036
Application of Funds
Net Fixed Assets 3,84,46,539
Investments 5,14,337
Current Assets (net of current liabilities and provisions Rs.54,36,170 thousands) 1,31,35,106
Miscellaneous Expenditure Nil
Accumulated Losses Nil
91
Notes
92
KESORAM INDUSTRIES LIMITED
Regd. Office: 8th Floor, 9/1, R.N. Mukherjee Road, Kolkata - 700 001
ATTENDANCE SLIP
(TO BE SIGNED AND HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)
I/We hereby record my / our presence at the ANNUAL GENERAL MEETING of the above named Company at KALA KUNJ, 48,
Shakespeare Sarani, Kolkata - 700 017 at 11.00 a.m. on Thursday, the 1st July, 2010.
Note: The copy of the Annual Report may please be brought to the Meeting Hall.
Registered Folio No. . .............................................................. DP-ID No. .................................................. Client ID No. ......................
I/We ..........................................................................................................................................................................................................
of...............................................................................................................................................................................................................
being a member / members of the above named Company, hereby appoint ..........................................................................................
.............................................................................. of ...............................................................................................................................
of...............................................................................................................................................................................................................
as my / our proxy to attend and vote for me / us on my / our behalf at the ANNUAL GENERAL MEETING of the Company to be held
at 11.00 a.m. on Thursday 1st July, 2010 and at any adjournment thereof.
Revenue
Signed ............................................................................................................. Stamp 15 .......................................................................
Paise
Note : Proxy Form duly completed must reach the Company's Registered Office not less than 48 hours before the time for holding the
Meeting.
2009-10
ANNUAL REPORT & ACCOUNTS
POF
OU
R
C
IRLAG
OM
PAN
B
IE
BK S
Shri Basant Kumar Birla Strong Foundation Sustained Growth Proven Leadership
Chairman
KESORAM INDUSTRIES LIMITED
n ges Every d a y !
g N e w C h a lle
M eetin
website : www. kesocorp.com