Mar 31, 2015
Dear Shareholders,
The Directors present the 39th Annual Report together with the Audited
Accounts of your Company for the financial year ended 31st March 2015.
FINANCIAL RESULTS, OVERVIEW AND STATE OF COMPANY'S AFFAIRS
The summarized results of your Company for the financial year ended
31st March 2015 are as indicated :
(Rs. in crores)
2014-15 2013-14
Net Revenue 1125.70 1066.16
Profit before Interest, Depreciation and
Tax (PBIDT) 265.49 256.72
Less: Depreciation 63.31 76.86
Profit before Interest and Tax (PBIT) 202.18 179.86
Less: Interest 109.34 90.61
Profit before Tax Expenses 92.84 89.25
Less: Tax Expenses 55.55 39.51
Profit after Tax 37.29 49.74
Balance brought forward from previous year 339.12 295.97
Sub-Total 376.41 345.71
APPROPRIATIONS
Proposed Dividend on Equity Shares 11.69 3.51
Tax on Proposed Dividend 2.38 0.59
Transfer to General Reserve - 2.49
Closing Balance 362.33 339.12
*previous year's figures have been regrouped/rearranged wherever
necessary
The financial data of the Company for the previous year is inclusive of
the financial data of Karwar Chemical Division & Singach Salt Works
from post acquisition period i.e. 1st September 2013; hence these are
not fully comparable with the current year's financial data. The year
under review witnessed continuous increase in power, logistics and raw
material costs, unstable market demand and supply and other adverse
conditions. Despite that, the Company succeeded in maintaining its
performance. Production of Caustic Soda for the year 2014-15 was
239,977 metric tonnes (MT) in comparison to 231,221 MT in EY 2013-14.
The Net Revenue of your Company grew from Rs. 1066.16 crores in the EY.
2013-14 to Rs. 1125.70 crores in FY. 2014-15. Your Company also
registered a rise in operating profit from Rs. 256.72 crores in FY.
2013-14 to Rs. 265.49 crores in FY 2014-15. Interest cost was Rs.
109.34 crores in FY 2014-15 compared to Rs. 90.61 crores in FY 2013-14.
Depreciation expenses decreased to Rs. 63.31 crores in FY 2014-15 as
against Rs.76.86 crores in previous financial year. All these factors
led to a higher profit before tax of Rs. 92.84 crores, against Rs.
89.25 crores in the previous year. After tax adjustment (which is
higher only due to higher deferred tax), the net profit stood at Rs.
37.29 crores, compared to Rs. 49.74 crores in the previous year.
DIVIDEND
Your Directors are pleased to recommend a dividend @ 50% i.e. of Rs.
5/- per equity share (Rs. 1.50 per equity share in previous year) of
Rs. 10/- each for the year ended 31st March 2015. There was no interim
dividend declared or paid during the year ended 31st March 2015. The
dividend will be paid on all 23386500 nos. of Equity Shares of Rs.10/-
each and the total dividend outgo for the current year would be Rs.
14.07 crores (including dividend distribution tax of Rs. 2.38 crores)
against Rs. 4.10 crores (including dividend distribution tax of Rs.
0.59 crores) in the previous year. During the year under review, the
unclaimed dividend for the year 2006-07 was transferred to the Investor
Education & Protection Fund.
CORPORATE DEVELOPMENT & CAPITAL EXPENDITURE
Acquisition and Capital Expenditures
We are pleased to inform you that during the year under review your
Company has executed the Business transfer agreement for the
acquisition of the Chlor-Alkali Division of Jayshree Chemicals limited
on a slump sale basis for a cash consideration of Rs 212 crores,
subject to necessary approvals and formalities, which are under
process. The Chlor-Alkali Division of Jayshree Chemicals Limited is an
environmental friendly and energy efficient membrane cell facility
located at Ganjam, Odisha, also has salt works in Andhra Pradesh. After
this acquisition, the existing caustic soda capacity of the Company
will increase by about 57000 tonnes per annum. The financing of this
transaction will be arranged from internal accruals and borrowings.
We are pleased to inform that your Company has successfully
commissioned the Caustic Soda Project, having a capacity of 59400
tonnes per annum, at its Karwar unit in November 2014.
Scheme of Amalgamation
You are aware that the proposed Scheme of Amalgamation of our Company
with Grasim Industries Ltd. (GIL) had been approved by Board of
Directors of both of the Companies on 11th February 2015. In that
scheme,, the swap ratio is 1 fully paid equity share of Rs. 10 each of
GIL for every 16 fully paid equity share of Rs. 10 each of the Company.
All of the required details of the proposal have already been shared
through press release, stock exchanges and the website of the Company.
We are pleased to inform you that both the Stock Exchanges BSE Ltd. and
National Stock Exchange of India Ltd, where the shares of the Companies
are listed, have issued No-Objection Letters to this Scheme. Petitions
have been filed before the High Courts for approval of the Scheme
accordingly. The Company and GIL have also filed Combination
Application before the Competition Commission of India and this is
under process. The shareholders of the Company will be informed
accordingly in this matter. All the requisite details and documents
are posted on the website of the Company.
CORPORATE GOVERNANCE
Your Directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, your Company was in
compliance with the provisions of Clause 49 of the Lsting Agreement
with the stock exchanges relating to corporate governance.
The report on Corporate Governance, as stipulated under the Listing
Agreement forms an integral part of this Report. The Auditors'
Certificate, confirming compliance with the condition of corporate
governance is attached to the report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
stock exchanges, is presented separately and forms part of the Annual
Report.
AWARDS AND RECOGNITIONS
Your directors are pleased to share with you that during the year under
review, your Company has received the "Green Tech Award" for excellence
in CSR in Chemical sector by Green Tech Foundation and First prize in
"National Energy Conservation Award" in Chlor Alkali Sector from
Ministry of Power, New Delhi.
HUMAN RESOURCES
Your Company believes that Human Resources will play a significant role
in its future growth. With its unswerving focus on nurturing and
retaining talent, your Company provides avenues for learning and
development through means such as functional, behavioral and leadership
training programs, knowledge exchange conferences and providing
communication channels for information sharing.
The Group's Corporate Human Resources plays a critical role in your
Company's talent management process.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013
('the Act") read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of your Company has
constituted a Corporate Social Responsibility ("CSR") Committee under
the mentorship of Mrs. Rajashree Birla - Chairperson (Aditya Birla
Centre for Community Initiatives and Rural Development). The CSR
Committee is chaired by Independent Director Mr. J. C. Chopra. The
other Members of the Committee are Mr. L. S. Naik, Director and Mr. K.
C. Jhanwar, Managing Director of the Company. Dr. Pragnya Ram, Group
Executive President - Corporate Communications & CSR is the permanent
invitee on the CSR Committee. Your Company also has in place a CSR
Policy and the same is available on your Company's website viz.
www.aditvabirlachemicalsindia.com. The Committee recommends to the
Board the activities to be undertaken during the year.
Your Company is a caring corporate citizen and lays significant
emphasis on development of the communities around which it operates.
Your Company has identified several projects relating to social
empowerment & welfare, infrastructure development, sustainable
livelihood, health care & education during the year and initiated
various activities in neighbouring villages around plant locations.
During the year, the Company spent Rs. 1.58 crores (2.54% of the
average net profit of the last 3 financial years as defined for the
purpose of CSR) on CSR activities. The Annual Report on CSR activities
of the Company for 2014- 15 is enclosed as Annexure 1 forming part of
this report.
SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to the safety of its employees and has
engaged all stakeholders', involved directly or indirectly, in
activities related to safety. Your Company has taken various steps to
promote safety, health and pollution control.
In collaboration with DuPont Sustainable Solutions (DSS), your Company
is continuing its efforts to implement best-in class safety practices.
Cross-functional teams are working together to achieve world class
safety standards and embed the safety culture throughout the
organization. Our people at all levels are engaged in the safety
journey, so that we achieve our goal of "Zero" incident/injuries.
Recently we tied up with DSS for further work in the area of Process
Safety Management (PSM) in addition to on-going workplace safety
improvements.
Your Company has installed the hardware to implement safety and
pollution control standards and is continuously upgrading the plant's
process safety through better instrumentation and control.
Your Company's Research & Development (R&D) activities are continuously
focused on providing innovative and environment friendly solutions to
support the sustainable growth of business.
In addition, your Company is putting all efforts to move towards
sustainable operations. This would enable substantial reduction in
natural resources consumption and reduction of the carbon foot-print in
the years to come. Your Company's thrust is on conserving natural
resources by reducing consumption of water and auxiliary power and this
involves installation of rain water harvesting systems. Your Company
has taken significant steps to protect the environment by maintaining a
green belt inside the plants and planting trees around the plant sites.
HOLDING AND SUBSIDIARY
Your Company continues to be a Subsidiary of Hindalco Industries Ltd.
The Company has formed a foreign subsidiary named as Aditya Birla
Chemicals (Belgium) BVBA [ABCB] in Belgium, Europe on 24th December
2014 in the form of Private Limited Company by partial subscription of
6198 shares (out of total subscription of 18548 shares) of Euro 1 each.
Shri L. S. Naik, Director and Shri K. C. Jhanwar, Managing Director of
the Company have been nominated as Directors of ABCB and both of them
have made a total subscription of 1 share of Euro 1 each in ABCB.
Furthermore for commencement of business, the Company had provided
counter Guarantee in favour of ABCB for availing of bank credit
facilities. There was no business activity started in the subsidiary in
2014-15 and as such income and expenses thereof are nil. The investment
by the Company in that subsidiary amounting to Rs. 4.80 lacs has been
eliminated against the share capital thereof. The Company has availed
exemption of not preparing and presenting consolidated financial
statement pursuant to section 129(3) of the Companies Act, 2013 with
its only overseas subsidiary in terms of MCA notification no. C.S.R 37
(E) dated 16th January 2015.
Pursuant to sub-section (3) of section 129 of the Act read with the
Companies (Accounts) Rules, 2014, the statement containing the salient
feature of the financial statement of subsidiary of the Company is
given as Annexure 2 to this Report. The Company does not have any
associate or joint venture company. The Policy for determining material
subsidiaries as approved is posted on your Company's website
www.adityabirlachemicalsindia.com.
FINANCE
Your Company has adequate liquidity and a strong balance sheet. CARE
has ascribed the "CARE AA-/ CARE A1 " rating for your Company's long
term and short term bank facilities respectively. The details of the
borrowings are given in the notes to the financial statements. During
the year under review, the Company has not allotted any Equity Shares
or Preference Shares or Debentures. The Company does not have any
Employee Stock Option Scheme. As on 31st March, 2015, The Company did
not raise/accepted funds by way of fixed deposits from the public
falling within the ambit of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014 and, no amount
of principal or interest was outstanding as on the balance sheet date.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under Section 186
of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 are given in the notes to the financial statements.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, required to be disclosed pursuant
to section 134(3)(m) of the Act read with the Companies (Accounts)
Rules, 2014 is given in Annexure 3 to this Report.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Act read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the names and other particulars of employees
are to be set out in the Directors' Report, as an addendum thereto.
However, in line with the provisions of Section 136(1) of the Act, the
Report and Accounts as set out therein, are being sent to all Members
of your Company excluding the aforesaid information about the
employees. Any Member, who is interested in obtaining these particulars
about employees, may write to the Company Secretary at the Registered
Office of your Company.
Disclosures pertaining to remuneration and other details as required
under section 197(12) of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are attached as
Annexure 4.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year, your Company entered into related party
transactions which were on an arm's length basis and in the ordinary
course of business. There are no material transactions with any related
party as defined under Section 188 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014.
All Related Party Transactions are approved by the Audit Committee and
Board of your Company. The required details of material related party
transactions with arm's length basis for the financial year 2014-15 are
given in Annexure 5. The details of related party transactions for the
financial year 2014-15 are given in the notes to the financial
statement in terms of AS-18.
The policy on Related Party Transactions, as approved by the Board, is
uploaded on the Company's website www.adityabirlachemicalsindia.com.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
RISK MANAGEMENT
The Company has a robust Business Risk Management framework -
Enterprise Risk Management System (ERM) to identify, evaluate and
mitigate the risks associated to the business of the Company. These
risks are reviewed periodically by the Audit Committee and the Board of
the Company. The Audit Committee and Board are informed about the risk
assessment and minimization procedures, after which steps for framing,
implementing and monitoring of the system are adopted by the Company.
The Framework seeks to create transparency, minimize adverse impact on
business objectives and enhance the Company's competitive advantage.
The ERM defines the risk management approach across the Company at
various levels including documentation and reporting. It incorporates
different risk models which help in identifying risk trends, exposure
and potential impact analysis at the Company level and product level.
In today's challenging and competitive environment, strategies for
mitigating the risks inherent in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: regulations,
competition, business risk, technology obsolescence, investments,
retention of talent and expansion of facilities. Business risk,
inter-alia, further includes operational risks, safety, health and
environmental risks, financial risks, political risks, fidelity risks,
legal risks, etc. As a matter of policy, these risks are assessed on a
continuous basis and steps are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems
commensurate with the size of its operations. The internal control
systems comprising of policies and procedures are designed to ensure
sound management of operations, safekeeping of its assets, optimal
utilization of resources, reliability of its financial information and
compliance. Clearly defined roles and responsibilities have been
institutionalized. The systems and procedures are periodically reviewed
to keep pace with the growing size and complexity of your Company's
operations.
The Company has in place adequate internal financial controls with
reference to the Financial Statements. During the year, such controls
were tested and no report of material weakness in the design or
operation was reportable.
DIRECTORS' RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with
the requirements of the Act and the Accounting Standards. The financial
statements reflect fairly the form and substance of transactions
carried out during the year under review and reasonably present your
Company's financial condition and results of operations.
Your Directors confirm that:
i. in the preparation of the Annual Accounts, applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any;
ii. the accounting policies selected have been applied consistently and
judgments and estimates are made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of your Company as
at 31st March, 2015 and of the profit of your Company for the 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
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities;
iv. the Annual Accounts of your Company have been prepared on a going
concern basis;
v. your Company had laid down internal financial controls and that such
internal financial control are adequate and were operating effectively;
vi. your Company has devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS
Changes in Board constitution
Ms. Preeti Gupta (DIN: 07118798) has been appointed as Additional
Director of the Company effective from 12.03.2015, in the capacity of
non-independent, non-executive Director, to hold office up to the date
of ensuing Annual General Meeting of the Company. A notice pursuant to
Section 160 of the Act has been received from a Member proposing Ms.
Preeti Gupta as Director of your Company.
Mr. A. K. Agarwala, Director (DIN: 00023684), retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible,
offers himself for re-appointment.
The Board recommends these appointment /re-appointment. Items seeking
your approval on the above are included in the Notice convening the
Annual General Meeting. The required details of the Directors seeking
appointment / re-appointment form part of the Notice of the ensuing
Annual General Meeting.
During the financial year 2014-15, Mr. K. C. Jhanwar, Managing Director
has not received any commission/remuneration from your Company's
holding as well as subsidiary company.
Meetings of the Board
The Board of Directors of your Company met 6 times during the year
under review to deliberate on various matters. The meetings were held
on 07.05.2014, 06.08.2014, 08.09.2014, 07.11.2014, 22.01.2015 and
11.02.2015. Further details on the Board of Directors are provided in
the Corporate Governance Report forming part of this Annual Report.
Independent Director's Statement
Mr. Biswajit Choudhuri, Mr. G. M. Dave, Mr. J. C. Chopra and Mr. P. P.
Sharma are Independent Directors on the Board of your Company. They
have given declarations that they meet the criteria of Independence as
provided in Section 149(6) of the Act and Clause 49 of the Listing
Agreement.
Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors of
your Company comprises criteria such as contributions at the meetings
and strategic perspective or inputs regarding the growth and
performance of your Company, among others.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Directors have carried out an annual
performance evaluation of the Board, Independent Directors,
Non-executive Directors, Executive Director and Committees of the
Board. The manner of evaluation is provided in the Corporate
Governance Report.
The details of the programme for familiarization of Independent
Directors of your Company are available on your Company's website viz.
www.adityabirlachemicalsindia.com
Policy on Appointment and Remuneration of Directors and Key Managerial
Personnel and Remuneration Policy
The Nomination and Remuneration Committee has formulated the
Remuneration policy of your Company which is attached as Annexure 6 to
this report.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act, Mr. K. C.
Jhanwar, Managing Director; Mr. H. K. Panda, Chief Financial Officer
and Mr. Akash Mshra, Company Secretary are the Key Managerial Personnel
of your Company.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Biswajit Choudhuri, Mr. G. M.
Dave, Mr. J. C. Chopra and Mr. L. S. Naik. Mr. K. C Jhanwar, Managing
Director is the permanent invitee. All the recommendations of the Audit
Committee made in 2014-15 had been duly accepted by the Board. Further
details relating to the Audit Committee are provided in the Corporate
Governance Report forming part of this Annual Report.
VIGIL MECHANISM
The Company has in place a vigil mechanism for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud
or violation of your Company's Code of Conduct. Adequate safeguards are
provided against victimization to those who avail of the mechanism and
direct access to the Chairman of the Audit Committee in exceptional
cases is provided to them. The Vigil Mechanism is available on your
Company's website viz. www.adityabirlachemicalsindia.com.
AUDITORS
Statutory Auditors
M/s. Khimji Kunvarji & Co, Chartered Accountants, Mumbai, Statutory
Auditors of your Company, holds office till the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed their eligibility to the effect that their
re-appointment, if made, would be within the limits prescribed under
the Act and that they are not disqualified for re-appointment.
The observations made in the Auditor's Report are self-explanatory and
therefore, do not call for any further comments under Section 134(3)(f)
of the Act. The Auditors' Report does not have any qualification,
reservation or adverse remark.
Cost Auditors
In terms of the provisions of the Section 148 of the Act read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of
Directors of your Company have on the recommendation of the Audit
Committee, re-appointed M/s. R Nanabhoy & Co, Cost Accountants, Mumbai,
as Cost Auditors, to conduct the cost audit of your Company for the
financial year ending 31st March, 2016, at a remuneration as mentioned
in the Notice convening the Annual General Meeting.
As required under the Act, the remuneration payable to the Cost
Auditors is required to be placed before the Members in a general
meeting for their ratification. Accordingly, a resolution seeking
Members' ratification for the remuneration payable to the Cost Auditors
forms part of the Notice of the ensuing Annual General Meeting.
Secretarial Auditors
In terms of the provision of the Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. A. K. Labh, Practicing Company
Secretary, Kolkata, as Secretarial Auditors of the Company for
conducting Secretarial Audit of your Company for the financial year
ended 31st March, 2015. The report of the Secretarial Auditors is
enclosed as Annexure 7 to this report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92 (3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014, an
extract of the Annual Return of your Company for the financial year
ended 31st March, 2015 is given in Annexure 8 to this report.
OTHER DISCLOSURES
- There are no material changes and commitments affecting the financial
position of your Company between the end of financial year and the date
of report.
- There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations. As already informed in respect of scheme of
Amalgamation of the Company with Grasim Industries Ltd, Petitions have
been filed by both Companies in their respective High Courts and also
with the Competition Commission of India, which are sub-judice.
- Your Company has not issued any shares with differential voting.
- There was no revision in the financial statements.
- Your Company has not issued any sweat equity shares.
- During the year your Company has not received any complaints under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors express their deep sense of gratitude to the banks,
financial institutions, stakeholders, business associates, Central and
State Governments for their co-operation and support and look forward
to their continued support in the future.
We very warmly thank all of our employees for their contribution to the
Company's performance. We applaud them for their superior levels of
competence, dedication and commitment to the Company.
For and on behalf of the Board of Directors
L. S.Naik K.C.Jhanwar
Place: Mumbai Director Managing Director
Dated: May 13,2015 (DIN: 02943588) (DIN: 01743559)
Mar 31, 2014
Dear Shareholders,
We are pleased to present the 38th Annual Report together with the
Annual Accounts of your Company for the financial year ended 31st March
2014.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st March
2014 is summarised below :
(Rs. in crores)
2013-2014 2012-2013
Gross Turnover 1117.87 840.85
Gross Profit/(Loss) 166.11 105.76
Depreciation (76.86) (60.02)
Profit before Tax 89.25 45.74
Tax Expenses (39.51) (26.09)
Profit/(Loss)after Tax 49.74 19.65
Balance brought forward from previous year 295.97 279.05
Balance available for Appropriation 345.71 298.70
APPROPRIATIONS :
Proposed Dividend 3.51 2.34
Tax on Proposed Dividend 0.60 0.40
Transfer to General Reserve 2.49 -
Balance carried to Balance Sheet 339.11 295.96
The journey of excellence of your Company has been furthered by
acquisition of Chlor- Alkali & Phosphoric Acid Division of Solaris
Chemtech Industries Limited situated at Karwar, Karnataka, including
Salt works at Singach, Gujarat w.e.f. 1st September 2013 on a slump
sale basis for a cash consideration of Rs. 153 crores.. The financing
of this transaction has been arranged from internal accruals and
borrowings. The acquired unit at Karwar has been named as Karwar
Chemical Division.
The financial data of the Company for the year under review are
inclusive of the financial data of Karwar Chemical Division & Singach
Salt Works from post acquisition period i.e. 1st September 2013; hence
these are not fully comparable with the previous year''s financial data.
The Net Sales of your Company grew significantly from Rs. 755.21 crores
in the F.Y. 2012-13 to Rs. 1001.61 crores in F.Y. 2013-14. Your Company
also registered rise in its operating profit from Rs. 196.10 crores in
F.Y. 2012-13 to Rs. 256.72 crores in F.Y. 2013-14. The interest cost
was Rs. 90.61 crores in F.Y. 2013-14 in comparision to Rs. 90.34 crores
in F.Y. 2012-13. Depreciation expenses increased from Rs. 60.02 crores
in F.Y. 2012-13 to Rs. 76.86 crores in F.Y. 2013- 14. These factors led
to a higher profit before tax at Rs. 89.25 crores, against the
preceding year''s Rs. 45.74 crores. After tax adjustment, the net profit
soared to Rs. 49.74 crores, compared to Rs. 19.65 crores in the
previous year. You will appreciate that despite of continuous increase
in power, logistics and raw material costs, unstable market demand &
supply and other backdrops, the Company has succeeded in maintaining
its excellent business performance.
A more detailed discussion and analysis on the performance of your
Company for the year under review as well as the outlook and focus for
the coming year are included in the Management Discussion and Analysis
Report.
DIVIDEND
Your Directors are pleased to recommend a dividend @ 15% i.e. Rs. 1.50
per share on the paid up equity share of Rs. 10/- each of the Company.
EXPANSION
Your Company has successfully commissioned 30 MW Captive Co-generation
Power Plant at Rehla in March 2014 and also started the Brownfield
Expansion Project of Caustic Soda Plant with capacity of 59400 TPA at
Karwar during the year under review.
AWARDS AND ACCOLADES
Your directors are pleased to share with you that your Company has
received the "Environment Excellence Silver Award- 2014" in Chemical
sector by Green Tech Foundation. Moreover, your Company has bagged the
"Agrotech Award" by Birsa Agriculture University, Ranchi for Excellence
in Community Development for the year 2013-14.
COMMUNITY SERVICES
Your Company has been working constantly to make a qualitative
difference to the lives of the underprivileged people living near its
area of operations. Your Company serves about 76,000 people living
below the poverty line in more than 45 villages. Your Company has
successfully undertaken major initiatives in education, healthcare,
livelihood, women empowerment and agriculture improvement programs with
a focus on sustainable development through innovative and need-based
initiatives.
Your Company''s CSR team works in collaboration with the Birsa
agriculture university, NABARD, DRDA, PRIs, Kisan mitra, Gram Siksha
Committees, Village Development Committees as well as several
Government programs like MNREGA, NHRM etc. The Community Initiatives
and CSR projects have achieved unprecedented success. The performance
demonstrated in this field has always fostered the image of your
Company as a social, caring and responsible corporate citizen.
SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to the safety of employees and has engaged
all stakeholders'', involved directly or indirectly, activities related
to safety. Your Company has taken various steps to promote safety,
health and pollution control.
In collaboration with DuPont Sustainable Solutions (DSS), your Company
is continuing the effort of implementing and practicing best-in class
safety practices. Cross-functional teams are working together to
achieve world class safety standards and embedding a safety culture
throughout the organization. Our people of all levels are engaged in
the safety journey, so that we achieve our goal of "Zero"
incident/injuries. Recently we tied up with DSS to further working in
the areas of Process Safety Management (PSM) initiatives in addition to
on-going workplace safety improvements.
Your Company has installed the hardware to implement safety & pollution
control standards and is continuously upgrading the plant''s process
safety through better instrumentation and control.
In addition, your Company is putting all efforts in moving towards a
sustainable world to run its operations with substantial reduction in
natural resources consumptions, reduction of carbon foot-print etc. in
years to come. We have installed 18 rain water harvesting systems. Your
Company''s continuous thrust is on conserving natural resources by
reducing consumption of water and auxiliary power. Your Company has
taken significant steps to protect the environment by maintaining a
green belt inside the plants and planting of trees around the plant
sites.
DIRECTORS
During the year under review, the Board appointed Shri K. C. Jhanwar as
Managing Director of the Company effective from 01.03.2014, subject to
approval of Shareholders of the Company in terms of the Companies Act
in place of Shri V R Agrawal, who had resigned from the Board of
Directors of the Company. Shri L. S. Naik, Director, retires by
rotation at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for re-appointment. The provisions of the
Companies Act, 2013, the Rules made there-under and listing Agreement
with Stock Exchanges related to the Independent Directors are being
complied with.
The Board recommends the appointment /re-appointment of the eligible
Directors. Items seeking your approval on the above are included in the
Notice convening the Annual General Meeting together with the required
details of the Directors seeking appointment / re-appointment.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance and Management Discussion
and Analysis Report form part of this Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors'' Certificate, confirming compliance, is
attached to the Report on Corporate Governance.
LISTING OF SHARES
The Company''s shares are listed on the National Stock Exchange of India
Limited and BSE Limited.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for financial
year 2005-06 has been transferred to the Investor Education &
Protection Fund.
FIXED DEPOSITS
The Company did not raise funds by way of fixed deposits and, as such,
no amount of principal or interest was outstanding as on the balance
sheet date.
AUDITORS AND AUDITORS'' REPORT
The Board has proposed the re-appointment of M/s. Khimji Kunvarji & Co,
Chartered Accountants, Mumbai, as Statutory Auditors of your Company
based on the recommendation of the Audit Committee, to hold office from
the conclusion of the ensuing Annual General Meeting until the
conclusion of the next Annual General Meeting. M/s. Khimji Kunvarji &
Co, Chartered Accountants, Mumbai has forwarded Certificate to the
effect that their re-appointment, if made, would be within the limits
prescribed under section 139 of the Companies Act, 2013 and that they
are not disqualified for re-appointment within the meaning of Section
141 of the said Act.
The observation made in the Auditor''s Report are self-explanatory and
therefore, do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
COST AUDIT
The Board of Directors of your Company has, on the recommendation of
the Audit Committee, appointed M/s. R Nanabhoy & Co, Cost Accountants,
Mumbai, as Cost Auditors, to conduct the cost audit of your Company for
the financial year ending 31st March, 2015, at a remuneration as
mentioned in the Notice convening the Annual General Meeting, subject
to ratification of the remuneration by the Members of the Company. The
Audit Committee has received a Certificate from the Cost Auditors
certifying their independence and arm''s length relationship with your
Company. The Cost Audit Report of the Company for the financial year
2012-13 was duly filed on 04.10.2013.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Details of energy conservation, technology absorption, foreign exchange
earnings and outgo required to be disclosed under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given in an Annexure forming part of this report.
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
the names and other particulars of employees are to be set out in the
Directors'' report, as an addendum thereto. However, as per the
provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
Report and accounts as therein set out, are being sent to all members
of the Company excluding the aforesaid information about the employees.
Any
member, who is interested in obtaining such particulars about
employees, may write to the Company Secretary at the Registered Office
of the Company.
CODE OF CONDUCT
In terms of requirement of Clause 49 of the Listing Agreement, the
Board of Directors of Aditya Birla Chemicals (India) Limited has laid
down a Code of Conduct for all Board Members and Senior Management of
the Company, which is posted on the website of the Company. The Board
Members and Senior Management have affirmed compliance with the Code of
Conduct of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As stipulated in Section-217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors'' Responsibility statement and
confirm that:
(i) in the preparation of the Annual Accounts, applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any;
(ii) the accounting policies selected have been applied consistently
and judgments and estimates are made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of your Company
as at 31st March, 2014 and of the profit of your Company for the 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
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities;
(iv) the Annual Accounts of your Company have been prepared on a going
concern basis.
APPRECIATION
Your Directors place on record their appreciation of the contribution
made by employees at all levels. Your Directors express their deep
sense of gratitude to the Central and State Governments, banks,
financial institutions, stakeholders and business associates for their
co-operation and support.
For and on behalf of the Board of Directors
Place: Mumbai L. S. Naik K.C. Jhanwar
Dated: May 7,2014 Director Managing Director
Mar 31, 2013
Dear Shareholders''
The are pleased to present the 37th Annual Report together with the
Annual Accounts of your Company for the financial year ended 31st March
2013.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st March
2013 is summarised below :
(Rs.in crores)
2012-2013 2011-2012
Gross Turnover 840.85 665.18
Gross Profit/(Loss) 105.76 70.67
Depreciation (60.02) (54.02)
Profit before Tax 45.74 16.65
Provision for current tax (9.84) (3.33)
Provision for deferred tax (26.06) (11.61)
MAT Credit Entitlement 9.81 3.33
Current Tax adjustment
for earlier years (0.75)
Profit/(Loss)after Tax 19.65 4.29
Balance brought forward
from previous year 279.04 276.11
Balance available for Appropriation 298.69 280.40
APPROPRIATIONS :
Proposed Dividend 2.34 1.17
Tax on Proposed Dividend 0.39 0.19
Transfer to General Reserve
Balance carried to Balance Sheet 295.96 279.04
The journey of excellence of your Company has been furthered by
commissioning of its expansion of Caustic Soda project at Renukoot
(UP.). It is commendable that despite the pressure of increasing input
costs for power'' coal and other raw materials and the unstable supply
of power from the grid'' the Company has succeeded in maintaining its
excellent business performance.
The financial data of the Company for the previous year are inclusive
of the financial data of Renukoot Chemical Division from post
acquisition period i.e. 24th May 2011; hence these are not fully
comparable with the current year''s financial data. The Net Sales of
your Company grew significantly from Rs. 609.08 crores in the F.Y.
2011-12 to Rs. 755.21 crores in F.Y. 2012- 13. Your Company also
registered a impressive rise in its operating profit'' from Rs. 151.37
crores in F.Y. 2011-12 to Rs. 196.10 crores in F.Y. 2012-13. The
interest cost was up from Rs. 80.70 crores in F.Y. 2011-12 to Rs. 90.34
crores in F.Y. 2012-13. Depreciation expenses also increased from Rs.
54.02 crores in F.Y. 2011-12 to Rs. 60.02 crores in F.Y. 2012-13. These
factors led to a higher profit before tax at Rs. 45.74 crores'' against
the preceding year''s Rs. 16.65 crores. After tax adjustment'' the net
profit significantly soared to Rs. 19.65 crores'' compared to Rs. 4.29
crores in the previous year.
A more detailed discussion and analysis on the performance of your
Company for the year under review as well as the outlook and focus for
the coming year is included in the Management Discussion and Analysis
Report.
DIVIDEND
Your Directors recommend a dividend @ 10% i.e. Re. 1.00 per share on
the paid up equity share of Rs. 10/- each of the Company.
EXPANSION
Your Company has commissioned and commenced commercial production from
its expansion of Cautic Soda project at Renukoot (UP.) having a
capacity to manufacture 145 MT per day of Caustic Soda. Your Company
has incorporated latest state of art energy efficient and environment
friendly membrane cell technology. The management is also exploring
various measures to expand the business of the Company.
As reported earlier'' your Company has started the new project of 30 MW
Captive Co-generation Power Plant at Rehla'' which will be commissioned
by June 2014.
AWARDS AND ACCOLADES
Your directors are pleased to share with you that your Company has
received the "Environment Excellence Gold Award- 2012" in Chemical
sector by Green Tech Foundation. Moreover'' for the exemplary work in
communities'' your Company has bagged Company received the "ICC Award
for Social Responsibility 2012" for outstanding contribution towards
Agriculture & Watershed Development.
COMMUNITY SERVICES
Your Company has been working constantly to make a qualitative
difference to the lives of the underprivileged people leaving near its
area of operations. Your Company serves 76''000 people leaving below the
poverty line in 47 villages. Your Company has successfully undertaken
major initiatives in education'' healthcare'' livelihood'' women
empowerment and agriculture improvement programs with a focus on
sustainable development through innovative and need based initiatives.
Your Company''s CSR team works in collaboration with the Birsa
agriculture university '' NABARD'' DRDA'' PRIs'' Kisan mitra'' Gram Siksha
Committees'' Village Development Committees as well as several
Government programs like MNREGA'' NHRM etc. The Community Initiatives
and CSR projects have achieved unprecedented success. The performance
demonstrated in this field has always fostered the image of your
Company as a social'' caring and responsible corporate citizen.
SAFETY'' HEALTH'' ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to the safety of employees and has engaged
all stakeholders'''' involved directly or indirectly'' activities related
to safety. Your Company has taken various steps to promote safety''
health and pollution control.
Your Company is continuing the safety service of M/s DuPont India Pvt.
Ltd since January 2012. We are committed to implement world class
safety standards and embedding a safety culture throughout the
organization. Our team is working to implement the safety standards
that are being suggested by DuPont experts.
Your Company has installed the hardware to implement safety standards
and is continuously upgrading the plant''s process safety through better
instrumentation and control. The 145 TPD Caustic Soda plant'' using
environment friendly and energy efficient state-of-the-art technology
from UHDE'' has been commissioned as per the schedule. High pressure
alarm in chlorine storage tank has been connected to DCS to avoid over
pressurization and Anti-collision devices have been installed in
chlorine filling cranes. To strengthen the safety systems'' additional
chlorine sensors have been installed in the chlorine bottling and
liquid chlorine storage tanks. Moreover'' Motorized Sky lift for safe
working at height'' fork lift and Motorized Jumbo trolley for safe
Materials Handling'' Pull cord as safety trip devices in salt conveyor
and Audio visual caution alarm in railway siding during arrival of rail
rack are used on regular basis.
Your Company''s continuous thrust is on conserving natural resources by
reducing consumption of water and auxiliary power. Your Company has
taken significant steps to protect the environment by maintaining a
green belt inside the plant and planting of trees around the plant
site.
DIRECTORS
In accordance with the provisions of the Companies Act'' 1956 and
Company''s Articles of Association'' Shri Askaran Agarwala and Shri
Jagdish Chandar Chopra'' Directors'' retire by rotation in the ensuing
Annual General Meeting of the Company and being eligible'' offer
themselves for re-appointment in the ensuing General Meeting.
The Board of the Company recommends the re-appointment of the eligible
Directors.
CORPORATE GOVERNANCE
As required under clause 49 of the listing Agreement with the Stock
Exchanges'' the Report on Corporate Governance and Management Discussion
and Analysis Report form part of this Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors'' Certificate'' confirming compliance'' is
attached to the Report on Corporate Governance.
LISTING OF SHARES
The Company''s shares are listed on the National Stock Exchange of India
Limited and Bombay Stock Exchange Limited.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review'' unpaid/unclaimed dividend for financial
year 2004-05 has been transferred to the Investor Education &
Protection Fund.
FIXED DEPOSITS
The Company did not raise funds by way of fixed deposits and'' as such''
no amount of principal or interest was outstanding as on the balance
sheet date.
AUDITORS AND AUDITORS'' REPORT
M/s. Khimji Kunvarji & Co'' Chartered Accountants'' Statutory Auditors of
the Company'' hold office until the conclusion of the ensuing Annual
General meeting and are recommended for re-appointment. A Certificate
from the Auditors has been received to the effect that their
re-appointment'' if made'' would be within the limits prescribed under
section 224(1 B) of the Companies Act''1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
The Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
COST AUDIT
In line with the requirement of the Central Govt'' and pursuant to
Section 233B of the Companies Act'' 1956'' the Company carries out an
audit of cost accounts relating to its products every year. The Company
has appointed M/s. R Nanabhoy & Co'' Cost Accountants'' Mumbai'' to audit
the cost accounts relating to its products for the financial year
2013-14. A Certificate from the Cost Auditors has been received to the
effect that their appointment would be within the limits prescribed
under section 224(1 B) of the Companies Act''1956 and that they are not
disqualified for appointment within the meaning of section 226 of the
said Act. The due date for filing of the Cost Audit Report is 180 days
from the close of financial year'' which was extended by the authority
for financial year 2011-12 due to induction of XBRL mode'' and the Cost
Audit Report of the Company for the financial year 2011-12 was filed on
26.01.2013 within the extended due date.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT'' 1956
Details of energy conservation'' technology absorption'' foreign exchange
earnings and outgo required to be disclosed under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules''
1988 are given in an Annexure forming part of this report.
In accordance with the provisions of Section 217(2A) read with
Companies (Particulars of Employees) Rules'' 1975'' the names and other
particulars of employees are to be set out in the Directors'' report'' as
an addendum thereto. However'' as per the provisions of Section
219(l)(b)(iv) of the Companies Act'' 1956'' the Report and accounts as
therein set out'' are being sent to all members of the Company excluding
the aforesaid information about the employees. Any member'' who is
interested in obtaining such particulars about employees'' may write to
the Company Secretary at the Registered Office of the Company.
CODE OF CONDUCT
In terms of requirement of Clause 49 of the Listing Agreement'' the
Board of Directors of Aditya Birla Chemicals (India) Limited has laid
down a Code of Conduct for all Board Members and Senior Management of
the Company'' which is posted on the website of the Company. The Board
Members and Senior Management have affirmed compliance with the Code of
Conduct of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors wish to inform that the Audited Accounts containing
Financial Statements for the financial year ended 31st March 2013 are
in full conformity with requirements of the Companies Act'' 1956. Your
Directors believe that the Financial Statements reflect fairly the form
and substance of transactions carried out during the year and
reasonably present the Company''s financial condition and result of
operations.
As stipulated in Section-217 (2AA) of the Companies Act'' 1956'' your
Directors subscribe to the Directors'' Responsibility statement and
confirm that:
i) in the presentation of the Annual Accounts'' applicable accounting
standards have been followed ;
ii) the accounting policies have been consistently applied and
reasonable'' prudent judgment and estimates are made so as to give a
true and fair view of the state of affairs of your Company as at 31st
March 2013 and of the profit for the financial year ended 31st March
2013;
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 your Company and for
preventing and detecting frauds and other irregularities ;
iv) the annual accounts of your Company have been prepared on a going
concern basis ;
v) the Company''s Internal Auditors had conducted periodic audits to
provide reasonable assurance that the Company''s established policies
and procedures have been followed.
INDUSTRIAL RELATIONS
The Industrial relations with the employees and workmen of the Company
continued to be cordial. Your Company continues to improve manpower
productivity.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company''s
employees for their enormous personal efforts as well as their
collective contribution to the Company''s performance.
The Directors wish to thank to all the shareholders'' customers''
dealers'' suppliers'' bankers'' financial institutions'' Govt'' authorities
and all other business associates for the continued support to the
Company and their confidence in its management.
For and on behalf of the Board of Directors
Place: Mumbai A. K. Agarwala L. S. Naik
Dated: May 8''2013 Director Director
Mar 31, 2012
The are pleased to present the 36th Annual Report together with the
Annual Accounts of your Company for the financial year ended 31st March
2012.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st March
2012 is summarized below :
(Rs in crores)
2011-2012 2010-2011
Gross Turnover 665.18 261.07
Gross Profit/(Loss) 70.67 91.80
Depreciation (54.02) (20.36)
Profit before Tax 16.65 71.44
Provision for current tax (3.33) (14.29)
Provision for deferred tax (11.61) (0.32)
MAT Credit Entitlement 3.33 5.88
Current Tax adjustment for earlier years (0.75) (0.41)
Profit/(Loss)after Tax 4.29 62.30
Balance brought forward from previous year 276.11 215.17
Balance available for Appropriation 280.40 277.47
APPROPRIATIONS :
Proposed Dividend 1.17 1.17
Tax on Proposed Dividend 0.19 0.19
Transfer to General Reserve - -
Balance carried to Balance Sheet 279.04 276.11
The journey of excellence of your Company has been furthered by
acquisition of the Chloral Chemicals Division of M/s. Kanoria Chemicals
& Industries Limited in May 2011. The acquired unit has been named as
Renukoot Chemical Division. Despite the pressure of increasing input
costs for power, coal and other raw materials and the unstable supply
of power from the grid, the Company has succeeded in maintaining its
excellent business performance.
The financial data of the Company for the year under review are
inclusive of the financial data of Renukoot Chemical Division, hence
these are not comparable with the previous year's financial data. After
acquisition of Renukoot Chemical Division, the Net Sales of the Company
significantly increased from Rs 236.25 crores in the F.Y. 2010-11 to Rs
609.08 crores in F.Y. 2011-12. The Company also registered a
significant growth in its operating profit, from Rs 94.44 crores in F.Y.
2010-11 to Rs 151.37 crores in F.Y. 2011-12. The acquisition was funded
by Term Loan of Rs 750 crores and consequently the interest cost rose
from Rs 2.64 crores in F.Y. 2010-11 to Rs 80.70 crores in F.Y. 2011-12.
Depreciation expenses also increased from Rs 20.36 crores in F.Y.
2010-11 to Rs 54.02 crores in F.Y. 2011-12. All these factors led to a
lower profit after tax, in spite of healthy operating profit
post-acquisition. Profit before tax was Rs 16.65 crores, against the
preceeding year's Rs 71.44 crores. After tax adjustment, the net profit
stood at Rs 4.29 crores, compared to Rs 62.30 crores in the previous
year.
A more detailed discussion and analysis on the performance of your
Company for the year under review as well as the outlook and focus for
the coming year is included in the Management Discussion and Analysis
Report.
DIVIDEND
In spite of lower post tax profit, your Directors recommend a dividend
@ 5% i.e. Rs 0.50 per share on the paid up equity share of Rs 10/- each
of the Company.
ACQUISITION & EXPANSION
We are pleased to report that your Company successfully acquired the
Chloro Chemicals Division of M/s. Kanoria Chemicals & Industries
Limited for a cash consideration of Rs 830 crores in the month of May
2011 and christened it as Renukoot Chemical Division. This acquisition
was funded by internal accruals and term borrowings of Rs 750 crores
from a consortium comprising HDFC Bank and Bank of Baroda.
The Company is in the process of converting the mercury cell plant at
the Caustic Soda plant of Renukoot Chemical Division, with the energy
efficient and environment friendly membrane cell technology and this
will entail a capital investment of Rs 150 crores. The new plant will be
commissioned in the third quarter of 2012-13. There will also be a
substantial increase in the capacity of the plant by 145 TPD after
conversion. With the conversion of the Mercury Cell plant into membrane
cell plant, the Company is poised for higher growth on account of
higher production, lower power consumption and an eco-friendly
environment.
AWARDS AND ACCOLADES
Your directors are pleased to share with you that in recognition of its
exemplary work in overall maintenance and plant process , your
Company's Rehla unit has bagged the "Chairman's WCM Gold Award" of
Aditya Birla Group in 2011-12. In recognition of their exemplary work
in communities, your Company received the "Agrotech Award 2012" from
the prestigious Birsa Agriculture University, Ranchi for excellence in
Agriculture & Watershed Development.
COMMUNITY SERVICES
Your Company has been working constantly to make a qualitative
difference to the lives of the underprivileged people in 60 villages in
proximity to its plants. It has reached out to nearly 115,000 people of
whom more than 80% live below the poverty line. Your Company's
activities extend to improving the lot of the rural poor through major
initiatives in education, healthcare, sustainable livelihood and
agriculture improvement programmes. Your Company's CSR team works in
collaboration with the Rotary Club, the Kisan Club, the Pani Panchayat
Committees, the Village Development Committees, several Government
agencies and NABARD. Your Company's projects have set a new benchmark
and are often emulated by many other village communities. This has
created an unprecedented urge in the nearby village communities to make
a sincere effort towards uplifting the lot of the underprivileged
people in the locality, leading to greater development of the community
and economic progress.
SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to the safety of employees and is engaging
all stakeholders involved, directly or indirectly, activities related
to safety.
Your Company has taken various steps to promote safety, health and
pollution control. The assessment of operation and maintenance
practices is being carried out by leading Chlor alkali experts, among
them Mr. S. K. Khurana and Euro Chlor alkali expert Mr. Gye Mesrobian,
who have done the study on process safety with a focus on chlorine
hazards. Our team is working to implement the findings of the two
experts.
Your Company has taken specific steps to promote safety by way of
entering into safety service agreement with M/s Du Pont India Pvt. Ltd.
We are committed to implementing world class safety standards and
embedding a safety culture throughout the organization. Our team is
working to implement the systems that have been suggested by Du Pont
experts.
Your Company has upgraded the plant's process safety through better
instrumentation & control. Pressure transmitters have been installed in
all 5 chlorine storage tanks. The old Mercury cell caustic soda plant
has been stopped well ahead of the 2012 deadline set by the Govt. of
India. Work has started on a new 145 TPD Caustic Soda plant, using
environment friendly & energy efficient state of the art technology
from UHDE and this plant is expected to be commissioned this year. To
strengthen the safety system, seven additional chlorine sensors have
been installed in the chlorine bottling and liquid chlorine storage
tanks. To enhance environmental performance, STP of 100 KLD has been
commissioned and this has been in operation since March 2012.
Your Company's continuous thrust is on conserving natural resources by
reducing consumption of water and auxiliary power. Your Company has
taken significant steps to protect the environment by maintaining a
green belt inside the plant and planting of trees around the plant
site.
DIRECTORS
During the year under review, Shri S. S. Gupta retired from the
services of the Managing Director of the Company and the Board
appointed Shri V. R. Agrawal as Managing Director of the Company
effective from 24.10.2011, subject to approval of Shareholders of the
Company in terms of the Companies Act, 1956. Shri K. K. Maheshwari
resigned from the Board of Directors of the Company w.e.f. 6th August
2011.
In accordance with the provisions of the Companies Act, 1956 and
Company's Articles of Association, Shri Biswajit Choudhuri and Shri
Prem Prakash Sharma, Directors, retire by rotation and being eligible,
offer themselves for re-appointment in the ensuing Annual General
Meeting of the Company.
The Board of the Company recommends the appointment / re-appointment of
the eligible Directors.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance and Management Discussion
and Analysis Report form part of this Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors' Certificate, confirming compliance, is
attached to the Report on Corporate Governance.
LISTING OF SHARES
The Company's shares are listed on the National Stock Exchange of India
Limited and Bombay Stock Exchange Limited.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unclaimed dividend for financial year
2003-04 has been transferred to the Investor Education & Protection
Fund.
FIXED DEPOSITS
The Company did not raise funds by way of fixed deposits and, as such,
no amount of principal or interest was outstanding as on the balance
sheet date.
AUDITORS AND AUDITORS' REPORT
M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General meeting and are recommended for re-appointment. A Certificate
from the Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act,1956 and that they are not
disqualified for re- appointment within the meaning of Section 226 of
the said Act.
The Notes on Accounts referred to in the Auditors' Report are self
explanatory and do not call for any further comments.
COST AUDIT
In line with the requirement of the Central Govt. and pursuant to
Section 233B of the Companies Act, 1956, the Company carries out an
audit of cost accounts relating to its products every year. The Company
has appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, to
audit the cost accounts relating to its products for the financial year
2012-13. A Certificate from the Cost Auditors has been received to the
effect that their appointment would be within the limits prescribed
under section 224(1B) of the Companies Act,1956 and that they are not
disqualified for appointment within the meaning of section 226 of the
said Act. The due date for filing of the Cost Audit Report is 180 days
from the close of financial year and the Cost Audit Report of the
Company for the financial year 2010-11 was filed on 06.09.2011, within
the due date.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Details of energy conservation, technology absorption, foreign exchange
earnings and outgo required to be disclosed under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given in an Annexure forming part of this report.
In accordance with the provisions of Section 217(2A) read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees are to be set out in the Directors' report, as
an addendum thereto. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts as
therein set out, are being sent to all members of the Company excluding
the aforesaid information about the employees. Any member, who is
interested in obtaining such particulars about employees, may write to
the Company Secretary at the Registered Office of the Company.
CODE OF CONDUCT
In terms of requirement of Clause 49 of the Listing Agreement, the
Board of Directors of Aditya Birla Chemicals (India) Limited has laid
down a Code of Conduct for all Board Members and Senior Management of
the Company, which is posted on the website of the Company. The Board
Members and Senior Management have affirmed compliance with the Code of
Conduct of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors wish to inform that the Audited Accounts containing
Financial Statements for the financial year ended 31st March 2012 are
in full conformity with requirements of the Companies Act, 1956. Your
Directors believe that the Financial Statements reflect fairly the form
and substance of transactions carried out during the year and
reasonably present the Company's financial condition and result of
operations.
As stipulated in Section-217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors' Responsibility statement and
confirm that:
i) in the presentation of the Annual Accounts, applicable accounting
standards have been followed ;
ii) the accounting policies have been consistently applied and
reasonable, prudent judgment and estimates are made so as to give a
true and fair view of the state of affairs of your Company as at 31st
March 2012 and of the profit for the financial year ended 31st March
2012 ;
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 your Company and for
preventing and detecting frauds and other irregularities ;
iv) the annual accounts of your Company have been prepared on a going
concern basis ;
v) the Company's Internal Auditors had conducted periodic audits to
provide reasonable assurance that the Company's established policies
and procedures have been followed.
INDUSTRIAL RELATIONS
The Industrial relations with the employees and workmen of the Company
continued to be cordial. Your Company continues to improve manpower
productivity.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company's
employees for their enormous personal efforts as well as their
collective contribution to the Company's performance.
The Directors wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt. authorities
and all other business associates for the continued support to the
Company and their confidence in its management.
For and on behalf of the Board of Directors
Place : Mumbai
Dated : May 11, 2012 A. K. Agarwala L. S. Naik
Director Director
Mar 31, 2011
Dear Shareholders,
We are pleased to present the 35th Annual Report together with the
Annual Accounts of your Company for the financial year ended 31st March
2011.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st March
2011 is summarised below :
Rs. in lacs
2010-2011 2009-2010
Gross Turnover 26107.05 24107.63
Gross Profit/(Loss) 9180.59 9125.91
Depreciation (2036.26) (2003.57)
Profit before Tax 7144.33 7122.34
Provision for current tax (1429.36) (1234.34)
Provision for deferred tax (32.24) (130.26)
MAT Credit Entitlement 588.08 316.53
Profit/(Loss)after Tax 6270.81 6074.27
Adjustment of Taxes for earlier years (40.85) (724.81)
Balance brought forward from previous
year 21517.25 16880.56
Balance available for Appropriation 27747.22 22230.02
APPROPRIATIONS:
Proposed Dividend 116.93 350.80
Tax on Proposed Dividend 18.97 58.26
Transfer to General Reserve - 303.71
Balance carried to Balance Sheet 27611.32 21517.25
DIVIDEND
In view of funds needed for augmentation, your Directors recommends
dividend @ 5 % i.e. Re. 0.50 per share on the paid up equity share of
Rs. 10/- each of the Company.
OPERATING RESULTS & PROFITS
Your Company is continuously moving towards its journey of excellence
in the Chlor Alkali segment. Despite the increase in input costs such
as Power, Coal and other raw materials, the unstable supply of Power
from the Grid, the Company has reported an excellent performance in all
spheres of its activities.
For the year under review, the gross turnover was higher by 8.29 % at
Rs. 261.07 crores as compared to Rs. 241.08 crores in the previous
year. Net sales stood at Rs. 236.25 crores as compared to Rs. 221.86
crores in the previous year. Profit before tax rose to Rs. 71.44 crores
as the against preeceding year's profit at Rs. 71.22 crores. After tax
adjustment, the net profit has risen marginally at Rs. 62.71 crores in
comparison to Rs. 60.74 crores in the earlier year.
A more detailed discussion and analysis on the performance of your
Company for the year under review as well as the outlook and focus for
the coming year is contained under the chapter on Management Discussion
and Analysis Report.
ACQUISITION & EXPANSION
We are pleased to inform you that the Board of Directors of your
Company has approved the acquisition of the Chloro Chemicals Division
of Kanoria Chemicals & Industries Limited for a cash consideration of
Rs. 830 crores in its meeting held on 16th April 2.011. This plant is a
state of art facility located at Renukoot, Uttar Pradesh, manufacturing
Chlor-Alkalis, Chlorine derivatives and water treatment chemicals. It
is highly cost competitive, driven by strengths of the latest
manufacturing technology, captive power plants with coal linkage and
forward integration into value adding chlorine derivatives. The current
annual capacity of caustic soda at the facility is 115,000 TPA. With
this acquisition the total caustic soda capacity of your Company
will increase from 105,000 TPA to 220,000 TPA. This transaction takes
your Company to a higher growth trajectory.
The transaction will be done on a slump sale basis and is subject to
customary corporate and other approvals. It is expected to be
completed towards the end of May 2011. The financing of this
transaction will be arranged from internal accruals and borrowings. The
limit of borrowings proposed to be enhanced is upto Rs. 1200 crores,
for which an Extra Ordinary General Meeting of Members of the Company
has been called on 17th May 2011.
As informed in last Report about our proposed expansion, the capacity
of our Aluminium Chloride Plant has been raised from 25 TPD to 43 TPD
through additional reactors, based on the latest technology, with a
capital investment of Rs.8.64 crores.
AWARDS AND ACCOLADES
Your directors are pleased to share with you that in recognition of its
exemplary work in communities, your Company has bagged the prestigious
FICCI Award for "Rural & Community Development" for the year 2009-10.
This award was conferred by Shri Pranab Mukherjee, Finance Minister,
Govt of India, on Smt. Rajshree Birla, Chairperson, the Aditya Birla
Centre for Community Initiatives and Rural Development. Your Company's
CSR activities are carried out under its umbrella.
COMMUNITY SERVICES
For over two decades now your Company has been working single mindedly
to make a qualitative difference to the lives of the underprivileged in
40 villages, in proximity to its plants. We reach out to nearly 62,000
people of whom more than 70% live below the poverty line. Your
Company's activities extend to improving the lot of the rural poor
through major initiatives in education, healthcare, sustainable
livelihood and agriculture improvement programmes. Your Company's CSR
team partners with the Rotary Club, the Kisan Club, the Pani Panchayat
Committee, the Village Development Committee, several Government
agencies and NABARD. Your Company's projects have set a new benchmark
and are emulated by many other village communities.
SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Your Company is committed to the safety of employees and processes and
engaging all stakeholders involved directly or indirectly with our
activities.
Your Company has taken various steps to promote safety, health and
pollution control among it is the assessment of the operation and
maintenance practices by Chlor alkali experts of India such as Mr. S.
K. Khurana and Euro Chlor alkali expert Mr. Gye Mesrobian for the
study of process safety, focusing on chlorine hazards. Our team is
working on implementation of findings by both experts.
Your company has upgraded the plant's process safety through
Instrumentation with the control & installation of RADAR Level
transmitter in the caustic storage tank, Valve positioner in the
Chlorine and Hydrogen valves of the HCL Furnace, modification in
ignition logic in the Hydrogen Boiler, Pressure transmitter / Pressure
gauges / temperature element in chlorine surge vessel of Aluminum
Chloride Plant.
Your Company's continuous thrust is on conservation of natural
resources resulting an ongoing reduction in the consumption of Water
and Auxiliary power.
Your Company has also taken significant steps in its endeavor to
protect the environment by maintaining a green belt inside the plant
and planting trees around its location.
DIRECTORS
During the year, IDBI Bank Limited had withdrawn its nominee Shri S. C.
Mathur from the Board of Directors of the Company w.e.f. 4th November
2010.
The Board has appointed Shri Girish Mohanlal Dave as Additioral
Director in the Board w.e.f. 16th April 2011.
In accordance with the provisions of the Companies Act, 1956 and
Company's Articles of Association, Shri Krishna Kishore Maheshwari and
Shri Kailash Chandra Jhanwar, Directors retire by rotation and being
eligible, offer themselves for re-appointment in the ensuing General
Meeting.
The Board of the Company recommends the appointment / re-appointment of
the eligible Directors.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance and Management Discussion
and Analysis Report form part of this Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors' Certificate, confirming compliance, is
attached to the Report on Corporate Governance.
LISTING OF SHARES
The Company's shares are listed on the National Stock Exchange of India
Limited and Bombay Stock Exchange Limited.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND This was not
applicable for the year under review.
FIXED DEPOSITS
The Company did not raise funds by way of fixed deposits and, as such,
no amount of principal or interest was outstanding as on the balance
sheet date..
AUDITORS AND AUDITORS' REPORT
M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General meeting and are recommended for re-appointment. A Certificate
from the Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act,1956 and that they are not
disqualified for re- appointment within the meaning of section 226 of
the said Act.
The Notes on Accounts referred to in the Auditors' Report are self
explanatory and do not call for any further comments.
COST AUDIT
In line with the requirement of the Central Govt, and pursuant to
Section 233B of the Companies Act, 1956, the Company carries out an
audit of cost accounts relating to its product every year. The Company
has re- appointed M/s. S. Gupta & Co., Cost Accountants, Kolkata, to
audit the cost accounts relating to its products for the financial year
2011-12. A Certificate from the Cost Auditors has been received to the
effect that their re-appointment would be within the limits prescribed
under section 224(1B) of the Companies Act,1956 and that they are not
disqualified for re-appointment within the meaning of section 226 of
the said Act. The due date for filing of the Cost Audit Report is 180
days from the close of financial year and the Cost Audit Report of the
Company for the financial year 2009-10 was filed on 25.08.2010 within
the due date.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Details of energy conservation, technology absorption, foreign exchange
earnings and outgo required to be disclosed under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given in an Annexure forming part of this report.
In accordance with the provisions of Section 217(2A) read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees are to be set out in the Directors' report, as
an addendum thereto. However, as per the provisions of Section
219(l)(b)(iv) of the Companies Act, 1956, the Report and
accounts as therein set out, are being sent to all members of the
Company excluding the aforesaid information about the employees. Any
member, who is interested in obtaining such particulars about
employees, may write to the Company Secretary at the Registered Office
of the Company.
CODE OF CONDUCT
In terms of requirement of Clause 49 of the Listing Agreement, the
Board of Directors of Aditya Birla Chemicals (India) Limited has laid
down a Code of Conduct for all Board Members and Senior Management of
the Company, which is posted on the website of the Company. The Board
Members and Senior Management have affirmed compliance with the Code of
Conduct of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors wish to inform that the Audited Accounts containing
Financial Statements for the financial year ended 31st March 2011 are
in full conformity with requirements of the Companies Act, 1956. Your
Directors believe that the Financial Statements reflect fairly, the
form and substance of transactions carried out during the year and
reasonably present the Company's financial condition and result of
operations.
As stipulated in Section-217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors' Responsibility statement and
confirm that:
i) in the presentation of the Annual Accounts, applicable accounting
standards have been followed ;
ii) the accounting policies have been consistently applied and
reasonable, prudent judgment and estimates are made so as to give a
true and fair view of the state of affairs of your Company as at
31st March 2011 and of the profit for the financial year ended 31st
March 2011;
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 your Company and for
preventing and detecting frauds and other irregularities ;
iv) the annual accounts of your Company have been prepared on a going
concern basis ;
v) the Company's Internal Auditors had conducted periodic audits to
provide reasonable assurance that the Company's established policies
and procedures have been followed.
INDUSTRIAL RELATIONS
The industrial relations with the employees and workmen of the Company
continued to be cordial. Your Company continues to better the manpower
productivity.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company's
employees for their enormous personal efforts as well as their
collective contribution to the Company's performance.
The Directors wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt, authorities
and all other business associates for the continued support to the
Company and their confidence in its management.
For and on behalf of the Board of Directors
L. S. Naik
Director
A. K. Agarwala
Director
Camp : Mumbai
Dated :26th April 2011
Mar 31, 2010
The Directors are pleased to present the report on the business and
operations of your Company for the financial year ended 31st March
2010.
FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st March
2010 is summarised below :
Rs. in lacs
2009-2010 2008-2009
Gross Turnover 24107.63 23090.96
Gross ProfitALoss) 9125.91 7431.63
Depreciation (2003.57) (1871.16)
Profit before Tax 7122.34 5560.47
Provision for Fringe Benefit Tax - (20.51)
Provision for current tax (1234.34) (623.58)
Provision for deferred tax (130.26) (587.49)
MAT Credit Entitlement 316.53 279.32
Profit/(Loss)after Tax 6074.27 4608.21
Adjustment of Taxes for earlier years (724.81) 55.49
Balance brought forward from
previous year 16880.56 13008.11
Transferred to state capital subsidy - (150.42)
Balance available for Appropriation 22230.02 17521.39
APPROPRIATIONS :
Proposed Dividend 350.80 350.80
Tax on Proposed Dividend 58.26 59.62
Transfer to General Reserve 303.71 230.41
Balance carried to Balance Sheet 21517.25 16880.56
DIVIDEND
In view of the sustained performance, your Directors are pleased to
recommend dividend @ 15 % i.e. Rs. 1.50 per share on the paid up equity
share of Rs. 10/- each of the Company.
OPERATING RESULTS & PROFITS
Your Company is continuously moving towards its journey of excellence
by maintaining benchmark performance in the Chlor Alkali segments.
Continuous import of Caustic Soda in India has affected our
realization. Besides, your Company has faced pressure on realization of
Chlorine and HC1, mainly due to mismatch of demand and supply. Despite
overall challenging environment, the Company could be able to achieve
superior performance in all spheres of its activities.
For the year under review, the gross turnover was higher by 4.40 % at
Rs. 241.08 crores as compared to Rs. 230.91 crores in the previous
financial year. Net sales during the year was Rs. 221.86 crores as
compared to Rs. 204.07 crores in the previous year. Profit before tax
stood at Rs. 71.22 crores as against previous years profit of Rs.
55.60 crores. After adjustment of the taxes, the net profit stood at
Rs. 60.74 crores in comparison to previous years profit of Rs. 46.08
crores.
A more detailed discussion and analysis on the performance of your
Company for the year under review as well as the outlook and focus for
the coming year is contained under the chapter on Management Discussion
and Analysis Report.
EXPANSION PROJECT:
We are pleased to inform that your Company is proposing to expand its
Aluminium Chloride Plant capacity from 25 TPD to 50 TPD by putting up
additional reactors, based on latest technology, with a capital
investment of Rs.12.40 crores. The expanded capacity will be in
operation by end of current Financial Year.
Your Company is also exploring to expand its capacity of Caustic plant
by another 150 TPD alongwith 30 MW power plant. The clearance from
Ministry of Environment & Forests for the above expansion plan is
already received. The coal linkage for the proposed Power Plant has
also been sanctioned by the Ministry of Coal in January 2010. The
estimated cost for carrying out this expansion would be around Rs.325
crores.
AWARDS AND ACCOLADES
Your Directors are pleased to share that in recognition of its
continuous journey of Excellence, your Company has bagged the Award on
"Social Mobilization & Women Empowerment" by Birsa Agriculture
University, Ranchi, conferred by Govt, of Jharkhand for the Year
2009-10.
COMMUNITY SERVICES
Beyond our business, we are committed for uplif tment of the society
and social environment where we operate and transact our businesses.
Your Company is sincerely working for the various noble causes in the
form of promotion to rural education, women empowerment, self reliance
and many more as outlined hereunder-
- Medical Camps in every week at Medical Centres of 40 villages adopted
by the Company, where 17624 patients were given free treatment.
- Eye Camp, Eye Check up & Operation for 12 days in which 1038 Cataract
operations conducted
- Artificial Limb camp conducted, where 59 handicapped persons
benefited with Artificial Limbs.
- Family Planning camp, Mother-child health camp, immunization camp,
Dental Check up camp, Homeopathic camp, AIDS awareness camp and other
camps conducted, where the beneficiaries were more than 6403.
- NID Pulse Polio Programme organized in 29 booths, where the
beneficiaries were more than 23473.
- 2059 blanket & woolen cloths distributed among poor and needy
- Old Age Monthly pension distribution for 31 poor and needy persons
- Scholarships were given to 110 poor girls, bicycle were distributed
to 11 poor girls and Tailoring training was given to 40 needy girls.
- 26000 tree saplings distributed among farmers
- Wheat seeds distributed among 585 farmers
- 17809 catties were provided vaccination for the benefit of 5300
villagers.
- 158 hand pumps repaired/ installed in our adopted villages.
- Construction of 2 Hydel Towers and repair of Check Dam to provide
water to nereby society.
SAFETY, HEALTH, ENVIRONMENT PROTECTION AND POLLUTION CONTROL:
Your Company is conscious about safety of the employees vis-a vis all
the stakeholders involved directly or indirectly in our activities. We
are pleased to share that year 2009-10 has been a ZERO accident year.
Your Company has taken various steps for safety, health and pollution
control, such as - commissioning of Auto liquid Chlorine filling
stations, installation of Auto Control valves (on-off) in liquid
Chlorine storage tanks, installation of Chlorine sensors, Pressure
gauge and temperature sensors, Continuous monitoring of Mercury bearing
hazardous waste earlier disposed in defined lagoon, Centralized control
on emission of ancillaries through Calcium Hypo unit, Safe storage of
solid waste of ancillary units in lined lagoon, Change in logic of cell
load reduction from the rectifier cubicle directly instead of DCS which
takes lesser time as compared to load reduction from DCS, Provision of
explosion vent in boiler flue gas path to prevent over pressurization,
automated vent in APH of boiler for safety against any entrapped
combustible gasses inside; and mistake proofing against operational
errors, Fail safe TG trip interlocking for turbine etc.
Your Company has also taken significant steps in its endeavor to
protect the environment and maintain ecological balance in
manufacturing of various Products.
DIRECTORS
During the year under review, the Board has appointed Shri Lalitkumar
Shantaram Naik as Additional Director in the Board w.e.f. 1st April
2010 and subject to approval of Shareholders of the Company in terms of
the Companies Act, 1956, has re-appointed Shri S. S. Gupta as Managing
Director of the Company w.e.f. 24th October 2009 to broaden the
representation of the Group Chemical Business expertise. Shri S. C.
Mathur was appointed as Nominee Director in the Board in place of Shri
Subrajit Bhowmick w.e.f. 5th April 2010.
In accordance with the provisions of the Companies Act, 1956 and
Companys Articles of Association, Shri A. K. Agarwala and Shri J. C.
Chopra, Directors retire by rotation and being eligible, offer
themselves for re- appointment in the ensuing General Meeting.
The Board of the Company recommends the appointment / re-appointment of
the eligible Directors.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Stock
Exchanges, the Report on Corporate Governance and Management Discussion
and Analysis Report form part of this Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors Certificate, confirming compliance, is
attached to the Report on Corporate Governance.
LISTING OF SHARES
The Companys shares are listed on the National Stock Exchange of India
Limited and Bombay Stock Exchange Limited.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
This was not applicable for the year under review.
FIXED DEPOSITS
During the year under review, the Company did not raise funds by way of
fixed deposits and, as such, no amount of principal or interest was
outstanding as on the balance sheet date.
AUDITORS AND AUDITORS REPORT
M/s. Khimji Kunvarji & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General meeting and are recommended for re-appointment. Certificate
from the Auditors has been received to the effect that their
re-appointment, if made, would be within the limits prescribed under
section 224(1B) of the Companies Act,1956 and that they are not
disqualified for re- appointment within the meaning of section 226 of
the said Act.
The Notes on Accounts referred to in the Auditors Report are self
explanatory and do not call for any further comments.
COST AUDIT
As per the requirement of the Central Govt, and pursuant to Section
233B of the Companies Act, 1956, the Company carries out an audit of
cost accounts relating to its product every year. Subject to the
approval of Central Govt., the Company has appointed M/s. S. Gupta &
Co., Cost Accountants, Kolkata, to audit the cost accounts relating to
its products for the financial year 2010-11.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Details of energy conservation, technology absorption, foreign exchange
earnings and outgo required to be disclosed under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are given in Annexure forming part of this report.
In accordance with the provisions of Section 217(2A) read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees are to be set out in the Directors report, as
an addendum thereto. However, as per the provisions of Section 219(1)
(b)(iv) of the Companies Act, 1956, the Report and accounts as therein
set out, are being sent to all members of the Company excluding the
aforesaid information about the employees. Any member, who is
interested in obtaining such particulars about employees, may write to
the Company Secretary at the Registered Office of the Company.
CODE OF CONDUCT
In terms of requirement of Clause 49 of the Listing Agreement, the
Board of Directors of Aditya Birla Chemicals (India) Limited has laid
down a Code of Conduct for all Board Members and Senior Management of
the Company, which is posted on the website of the Company. The Board
Members and Senior Management have affirmed compliance with the Code of
Conduct of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors wish to inform that the Audited Accounts containing
Financial Statements for the financial year ended 31st March 2010 are
in full conformity with requirements of the Companies Act, 1956. Your
Directors believe that the Financial Statements reflect fairly, the
form and substance of transactions carried out during the year and
reasonably present the Companys financial condition and result of
operations.
As stipulated in Section-217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors Responsibility statement and
confirm that:
i) in the presentation of the Annual Accounts, applicable accounting
standards have been followed ;
ii) the accounting policies have been consistently applied and
reasonable, prudent judgment and estimates are made so as to give a
true and fair view of the state of affairs of your Company as at 31st
March 2010 and of the profit for the financial year ended 31st March
2010 ;
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 your Company and for
preventing and detecting frauds and other irregularities ;
iv) the annual accounts of your Company have been prepared on a going
concern basis ;
v) the Companys Internal Auditors had conducted periodic audits to
provide reasonable assurance that the Companys established policies
and procedures have been followed.
INDUSTRIAL RELATIONS
The industrial relations with the employees and workmen of the company
continued to be cordial. Your Company continues to improve the manpower
productivity.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Companys
employees for their enormous personal efforts as well as their
collective contribution to the Companys performance.
The Directors wish to thank to all the shareholders, customers,
dealers, suppliers, bankers, financial institutions, Govt, authorities
and all the other business associates for the continued support given
by them to the Company and their confidence in its management.
For and on behalf of the Board of Directors
Camp : Mumbai
Dated: 30th April, 2010 A. K. Agarwala L. S. Naik
Director Director