Mar 31, 2023
The Directors present the Thirty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2023.
FINANCIAL RESULTS (STANDALONE)
The Companyâs financial performance (standalone) for the year ended March 31, 2023 is summarised below :
Rs. Crores |
||
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
6,711.46 |
5,568.79 |
Other income |
33.38 |
34.93 |
Total income |
6,744.84 |
5,603.72 |
Expenses |
6,822.18 |
5,438.60 |
Profit/(Loss) before Exceptional items & tax |
(77.34) |
165.12 |
Exceptional items |
(6.84) |
8.99 |
Prolil/(Loss) before lax |
(84.18) |
174.11 |
Tax expenses |
(25.32) |
40.86 |
Profit/(Loss) for the year |
(58.86) |
133.25 |
Other Comprehensive Income/ (Loss) - net of tax |
(4.62) |
(3.58) |
Surplus - opening balance |
724.19 |
594.52 |
Surplus - closing balance |
660.71 |
724.19 |
RESERVES
During the financial year, there was no amount proposed to be transferred to the Reserves.
DIVIDEND
In compliance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ), the Board of Directors of th e Company has approved a Dividend Distribution Policy. The objective of the policy is to lay down the criteria to be considered by the Board of Directors before recommending dividend to its shareholders for a financial year and to provide clarity to stakeholders on the profit distribution of the Company. The Board shall consider distribution of profits in accordance with the business strategies, provisions of the applicable regulations and seek to balance the benefit to shareholders of the Company with the comparative advantages of retaining profits in the Company which would lead to greater value creation for all stakeholders.
The Policy is uploaded on the Companyâs website at https:// www.prismjohnson.in/wp-content/uploads/2023/01/Dividend-Distribution-Policy.pdf
The Board of Directors, after considering the overall circumstances and keeping in view the Companyâs Dividend Distribution Policy, has decided that it would be prudent not to recommend any Dividend for the year under review.
OPERATIONS
During the year, Companyâs standalone turnover grew 20.52% to R 6,711.46 Crores led by growth across all Divisions. EBITDA declined by 31.49% to R 394.43 Crores, mainly due to pressure on margins owing to a steep rise in input costs, especially power and fuel costs. The Company incurred a standalone loss before tax of R 84.18 Crores and loss after tax of R 58.86 Crores during the year ended March 31, 2023, as against profit before tax of R 174.11 Crores and profit after tax of R 133.25 Crores for the previous year ended March 31, 2022.
The Companyâs consolidated turnover grew 16.71% to R 7,360.52 Crores during the year, while consolidated loss after tax for the year ended March 31, 2023 of the Company amounted to R 157.73 Crores as against profit after tax of R 43.95 Crores for the previous year ended March 31, 2022.
Prism Cement
Prism Cementâs revenue grew by 25.9% during the year to R 3,030 Crores, partly led by 13.5% growth in cement and clinker sales volume. EBITDA per ton declined from R 709 in 2021-22 to R 445, largely due to an increase in power and fuel costs.
The Company launched âChampion All Weatherâ brand in the premium cement category in December 2022. It helps stop water ingress and makes the construction moisture & dampness resistant. This will help the Company in increasing its share of premium cement in the future. The sale of premium cement âChampion Plusâ, âDuratechâ and âChampion All Weatherâ constituted 31% of total cement sales volume during the year under review.
During the year, as part of its sustainability initiatives, the Company announced a plan to set up a captive wind power project aggregating to 24 MW for supply to the cement plant of the Company at Satna, Madhya Pradesh. The wind power is expected to be commissioned during first half of 2024-25 and will also help the Company to reduce its overall power cost.
H & R Johnson (India) [HRJ]
HRJâs revenue grew by 8% to R 2,399 Crores, but EBITDA margin declined to 7.3% due to a steep rise in natural gas prices.
The Company set up a new manufacturing facility for Industrial Products & Natural Resources (âIPNRâ) products at Dewas, Madhya Pradesh during the year under review. Some of the key IPNR products that are manufactured at Dewas are ceramic stains, ceramic filter disc, ceramic membrane, antimicrobial compounds, among others. In parallel, the Company scaled down its existing manufacturing capacity for IPNR products at Pen, Maharashtra.
Further, HRJ is in the process of increasing its tile manufacturing capacity at Panagarh, West Bengal, to cater to the potential medium-term market growth. This proposed expansion is expected to be completed in the first half of 2023-24. This will help HRJ in increasing its presence in the Eastern region.
Prism RMC
Prism RMCâs revenue grew by 17% in 2022-23, mainly driven by 18.5% growth in ready-mixed concrete volumes. During the year, Prism RMC implemented several initiatives to optimise fleet and pump efficiency and reduce costs.
FIXED DEPOSITS
During the year, the Company did not accept any public deposits under Chapter V of the Companies Act, 2013 (âthe Actâ).
FINANCE
The Company has repaid/prepaid long term loans (excluding NCDs) of P 121.69 Crores and tied-up fresh long term loans of P 200.00 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and ongoing capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.
During the year under review, NCDs aggregating P 115 Crores were redeemed in accordance with the terms of the issue.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred a sum of P 0.21 Crore to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed fixed deposits and unclaimed interest on the fixed deposits.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has seven subsidiaries, nine joint ventures and two associate companies as on March 31, 2023. A statement providing details of performance and salient features of the
financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is provided in Form AOC-1 attached to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
The highlights of performance of subsidiaries, associates and joint venture companies during the financial year is as under :
Raheja QBE General Insurance Company Limited (âRQBEâ) : The share sale and purchase transaction between Paytm Insuretech Private Limited (erstwhile QORQL Private Limited) and the Promoters of the Company was not consummated within the time period envisaged hence the agreement was automatically terminated. During the year, the Company has acquired 3,82,92,135 equity shares of P 10/- each aggregating P 49.99 Crores by subscribing to right issues. The joint venture partner also subscribed to the rights issue and hence the shareholding percentage of the Company in RQBE remains unchanged.
Sanskar Ceramics Private Limited (âSanskarâ) : Sanskar, a joint venture of the Company engaged in manufacturing of ceramic wall and vitrified tiles, at Morbi, Gujarat, has installed a new kiln to improve the plantâs fuel efficiency and expansion of tile production capacity by 1.2 MSM p.a.
During the year, the Company has invested in Sanskar by subscribing 50,00,000 Series III 0.02% Non-cumulative, Non-participating, Non-convertible Redeemable Preference Shares of P 10/- each for an amount aggregating to P 5 Crores.
Antique Marbonite Private Limited (âAntiqueâ) : Antique, a joint venture of the Company, has installed 2.95 MW Solar & 2.10 MW Wind Power Plant at Amreli, Gujarat for captive consumption, which will help in overall reduction of power cost.
Small Johnson Floor Tiles Private Limited (âSmallâ) : Small, a joint venture of the Company, has closed its ceramic tiles manufacturing facility at Morbi, Gujarat having capacity of 3.9 mn m2 p.a. which had become economically unviable in the current scenario.
Renew Green (MPR Two) Private Limited (âRenew Greenâ) :
With an intent to reduce the cost of energy by using alternate source of energy, the Board had approved making investment for acquiring upto 45% in equity capital of Renew Green, a special purpose vehicle, for development of 24 MW captive wind power project for supply to the cement plant of the Company at Satna, Madhya Pradesh.
There has been no material change in the nature of the business of other subsidiaries, joint ventures and associates during the year under review.
The Company has formulated a policy for determining material subsidiary, which is available on the website of the Company at https://www.prismjohnson.in/wp-content/uploads/2023/01/ Policy-on-Material-Subsidiaries.pdf. Raheja QBE General Insurance Company Limited is a material subsidiary of the Company as per SEBI LODR.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company, prepared in accordance with the Act and the applicable Indian Accounting Standards, along with all relevant documents and the Auditorsâ Report thereon form part of this Annual Report.
The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at https://www.prismjohnson.in/subsidiary-annual-accounts/.
SHARE CAPITAL
The paid-up equity share capital remains unchanged at T 503.36 Crores as on March 31, 2023. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.
DIRECTORS
Mr. Atul Desai, Executive Director & CEO (RMC), demitted office as Director of the Company on the expiry of his term from the close of business hours on August 28, 2022. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Desai during his tenure with the Company.
In accordance with the requirements of the Companies Act, 2013, the shareholders at the 30th Annual General Meeting held on June 29, 2022, had re-appointed Dr. Raveendra Chittoor (DIN : 02115056) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from July 3, 2022.
The Company has received declarations from Ms. Ameeta Parpia, Mr. Shobhan Thakore and Dr. Raveendra Chittoor, Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the SEBI LODR. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.prismjohnson.in/wp-content/ uploads/2023/01/Appointment-Letter-of-Independent-Director.pdf .
The details of familiarisation programme for Independent Directors have been disclosed in the Report on Corporate Governance and also placed on the website of the Company https://www.prismjohnson.in/wp-content/uploads/2023/04/ Details-of-Familiarisation-Programme-for-Independent-Directors-FY-2022-23.pdf.
Pursuant to Section 152 of the Act, Mr. Rajan Raheja and Mr. Vivek Agnihotri, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has recommended their re-appointment.
As required, the requisite details of Directors seeking appointment/re-appointment are included in this Annual Report.
Meetings
The Board of Directors met four times during the year ended March 31, 2023. Additionally, several Committee Meetings were held including the Audit Committee, which met eight times during the year. Details of the meetings are included in the Report on Corporate Governance.
Evaluation
Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an evaluation of its own performance, evaluation of its Committees performance and performance of individual directors including Independent Directors, during the year under review. Details of the same are given in the Report on Corporate Governance.
Remuneration Policy
The policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel, Senior Management and other employees forms part of the Report on Corporate Governance and is also available on the website of the Company at https:// www.prismjohnson.in/wp-content/uploads/2023/02/PJL-Remuneration-Policy-2023.pdf.
KEY MANAGERIAL PERSONNEL
The Board at its meeting held on August 3, 2022 appointed Mr. Anil Kulkarni as Chief Executive Officer (RMC) and Key Managerial Personnel of the Company effective from August 29, 2022.
Ms. Aneeta S. Kulkarni, Company Secretary & Compliance Officer and Key Managerial Personnel of the Company demitted the office as Company Secretary & Compliance Officer effective from close of business hours of March 31, 2023.
The Board at its meeting held on February 1, 2023 appointed Mr. Shailesh Dholakia, a qualified Company Secretary and a member of the Institute of Company Secretaries of India, as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company effective from April 1, 2023.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee, details of the same are stated in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at https://www. prismjohnson.in/wp-content/uploads/2023/01/Whistle-Blower-Policy.pdf.
PREVENTION OF SEXUAL HARASSMENT
The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prohibition of Sexual Harassment of Women at workplace. The Company has constituted an Internal Committee to inquire into complaints of sexual harassment and recommend appropriate action as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.
The Company has been conducting induction/refresher programmes in the organisation on a continuous basis to build awareness in this area.
During the year under review, no complaint was received with allegations of sexual harassment as per the provisions of the POSH Act. The pending complaint of financial year 2021-22 was investigated and resolved during the year under review.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance.
The Company works across a wide range of products i.e. Cement, Tiles, Bath fittings and Ready Mixed Concrete. Several of the product lines have their own unique business and operating models. These businesses operate in an evolving and challenging business environment.
The Risk Management Policy framed by the Company details the objectives and principles of risk management along with an overview of the risk management process, procedures and related roles and responsibilities. The risk management process includes identifying types of risks and its assessment, risk handling and monitoring, reporting and controlling/ mitigation.
The Committee, on timely basis, informed members of the Audit Committee and the Board of Directors about risk assessment and minimisation procedures and in their opinion, there was no risk that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)
The Company has adopted a CSR Policy based on which all CSR activities are initiated and implemented. The Company Policy is focused on CSR activities in areas such as energy and water conservation, health and sanitation, pollution-free atmosphere, clean technolog ies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Companyâs website at https://www.prismjohnson.in/wp-content/uploads/2023/01/PJL-CSR-Policy_2021.pdf.
During the financial year 2022-23, the Company has spent ? 2.85 Crores towards CSR activities.
Requisite disclosure including composition of the CSR Committee has been given in Annexure âAâ to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
A separate section on Business Responsibility and Sustainability Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI LODR.
LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions are placed before the Audit Committee and the Board, wherever required, for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for its review on a quarterly basis. The statement is supported by a certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.
All transactions entered by the Company with related parties, as defined under the Act and the SEBI LODR, during the financial year were in the ordinary course of business and on an armâs length basis and do not attract the provisions of Section 188 of the Act.
There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.
Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 4.09 of the Standalone Financial Statement forming part of this Annual Report.
The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at https://www.prismjohnson. in/wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions.pdf.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm that :
(a) In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departure from the same;
(b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual financial statements have been prepared on a going concern basis;
(e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
EMPLOYEE REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Report as Annexure âBâ.
The information required under Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining a copy of the statement may send an email to [email protected].
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure âCâ forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI LODR is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
As per the SEBI LODR, a separate section on Corporate Governance together with a certificate from the Companyâs Auditors confirming compliance forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established standards, processes and structure which enable it to implement adequate internal financial controls and ensure that the same are operating effectively. The internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as capital expenditures. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory, Cost and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Company believes that the internal financial controls were adequate and effective during the financial year 2022-23.
AUDITORS Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013, the second term of office of M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration No. 104767W), Statutory Auditors of the Company, will expire at the conclusion of the forthcoming Annual General Meeting.
The Reports given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Reports. The Notes on financial statement referred to in the Auditorsâ Reports are self-explanatory and do not call for any further comments.
The Board has recommended the appointment of M/s. S R B C & Co. LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003), as the Statutory Auditors of the Company, for a period of five years (first term) from the conclusion of the ensuing 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in the calendar year 2028.
As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received written consent and certificate from M/s S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.
Pursuant to SEBI LODR, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Cost Auditors
Pursuant to Section 148 of the Act read with the Rules thereunder, as amended, the Company needs to maintain the cost records and such accounts and records are maintained for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors of the Company for the year ending March 31, 2024 and has recommended their remuneration to the shareholders for their ratification.
Secretarial Auditor
The Company has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Practising Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There was no qualification, reservation or adverse remarks given by the Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure âDâ.
Secretarial Audit of Material Unlisted Subsidiaries
For the financial year 2022-23, Raheja QBE General Insurance Company Limited (âRQBEâ) is the material unlisted subsidiary of the Company. In terms of Regulation 24A of SEBI LODR read with Section 204 of the Act, Secretarial Audit of RQBE has been conducted for the year 2022-23 by the Practising Company Secretary. The said Audit Report, which does not contain any qualification, reservation or adverse remark or disclaimer, has been annexed herewith as Annexure âEâ.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 has been placed on the website of the Company and can be accessed at https://www.prismjohnson.in/form-mgt-7/.
GENERAL
1. No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
3. No fraud has been reported to the Audit Committee or the Board during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditor and Cost Auditors of the Company.
4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
6. There has been no change in the nature of business of the Company.
7. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
8. There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, debenture holders, debenture trustee, various Central and State Government departments/agencies, banks and other business associates for their valuable services and continued support during the year under review. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
For and on behalf of the Board
SHOBHAN M. THAKORE
Place : Mumbai Chairman
Date : May 10, 2023 (DIN : 00031788)
Mar 31, 2022
The Directors present the Thirtieth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2022.
financial results (standalone)
'' Crores |
||
Particulars |
2021-22 |
2020-21 |
Revenue from operations |
5,568.79 |
5,035.18 |
Other income |
34.93 |
36.20 |
Total income |
5,603.72 |
5,071.38 |
Expenses |
5,438.60 |
4,862.82 |
Profit before Exceptional items & tax |
165.12 |
208.56 |
Exceptional items |
8.99 |
(4.78) |
Profit before tax |
174,11 |
203.78 |
Tax expenses |
40.86 |
3.83 |
Profit for the year |
133.25 |
199.95 |
Other Comprehensive Income/ (Loss) - net of tax |
(3.58) |
(2.56) |
Surplus - opening balance |
594.52 |
397,13 |
Surplus - closing balance |
724.19 |
594.52 |
During the financial year, there was no amount proposed to be transferred to the Reserves.
In compliance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ), the Board of Directors of the Company has approved a Divid end Distribu tion Policy. The objective of the policy is to lay down the criteria to be considered by the Board before recommending dividend to its shareholders for a financial year and to provide clarity to stakeholders on the profit distribution of the Company. The Board shall consider distribution of profits in accordance with the business strategies, provisions of the applicable regulations and seek to balance the benefit to shareholders of the Company with the comparative advantages of retaining profits in the Company which would lead to greater value creation for all stakeholders.
The Policy is uploaded on the Companyâs website at www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
The Board of Directors, after considering the overall circumstances and keeping in view the Companyâs Dividend Distribution Policy, has decided that it would be prudent not to recommend any Dividend for the year under review.
The first quarter of the year under review witnessed the second wave of the pandemic. While the second wave of the pandemic impacted human lives due to higher mortality rate, the impact on Companyâs operations and financial performance was less severe as compared to the first wave. Further, during the second half of 2021-22, the Company witnessed moderation in demand coupled with rising power and fuel costs that impacted the overall profitability.
Despite the challenges, the Company ensured continuous supply of products in the markets with utmost focus on safety while adhering to all Covid - 19 protocols. With the uptick in the economy and the resumption of the plants and offices of the Company, business activities have more or less regained normalcy.
The Company generated turnover of '' 5,568.79 Crores, profit before tax of '' 174.11 Crores and profit after tax of '' 133.25 Crores during the year ended March 31, 2022 as against turnover of '' 5,035.18 Crores, profit before tax of '' 203.78 Crores and profit after tax of '' 199.95 Crores during the year ended March 31, 2021.
The consolidated profit after tax for the year ended March 31, 2022 of the Company amounted to '' 43.95 Crores as against profit after tax of '' 140.34 Crores for the previous year ended March 31, 2021.
During the year, the Company did not accept any public deposits under Chapter V of the Companies Act, 2013 (âthe Actâ).
The Company has repaid/prepaid loans of '' 553.20 Crores and tied-up fresh loans of '' 456.69 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.
During the year ended March 31, 2022, the Company raised '' 95 Crores by way of privately placed Unsecured Redeemable Non-convertible Debentures (âNCDsâ), for general corporate purpose, detailed as under :
Coupon Rate |
Date of Allotment |
Series |
No. of NCDs |
Total Amount '' Crores |
Tenor |
Maturity Date |
8.20% |
August 26, 2021 |
Tranche - XVIII |
950 |
95 |
3 years |
August 26, 2024 |
The aforesaid debentures are listed on BSE Limited. The proceeds of the NCDs issue have been fully utilised for the purpose of the issue.
During the year under review, NCDs aggregating '' 184 Crores were redeemed in accordance with the terms of the issue.
transfer to investor education and protection fund
During the year, the Company has transferred a sum of '' 0.13 Crores to the Investor Education and Protection Fund in compliance with provisions of the Act, which represents unclaimed fixed deposits and unclaimed interest on the fixed deposits.
subsidiary, joint venture and associate companies
The Company has seven subsidiaries, nine joint ventures and two associate companies as on March 31, 2022. A statement providing details of performance and salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is provided in AOC-1 attached to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
The highlights of performance of subsidiaries, associates and joint venture companies during the financial year is as under :
Raheja QBE General Insurance Company Limited (âRQBEâ) : The Company has approved the divestment of its entire holding of 51% of the paid-up equity share capital in RQBE, a material subsidiary, to Paytm Insuretech Private Limited (erstwhile QORQL Private Limited) subject to receipt of requisite approvals.
Pending the requisite approvals and to support the expansion plans of RQBE, the Company has acquired 1,59,69,363 equity shares of '' 10/- each aggregating '' 43.37 Crores by subscribing to right issues during the year under review. The joint venture partner also subscribed to the rights issue and hence the shareholding percentage of the Company in RQBE remains unchanged.
TBK Rangoli Tile Bath Kitchen Private Limited, TBK Samiyaz Tile Bath Kitchen Private Limited and TBK Venkataramiah Tile Bath Kitchen Private Limited : During the year under review, the Company subscribed to 1,00,000 Equity Shares of '' 10/- each at par amounting to '' 10 Lakhs in each of the wholly owned subsidiaries of the Company - TBK Rangoli Tile
Bath Kitchen Private Limited, TBK Samiyaz Tile Bath Kitchen Private Limited and TBK Venkataramiah Tile Bath Kitchen Private Limited.
During the year under review, expansion of tile manufacturing capacity aggregating to 4 mn m2 was undertaken at some joint ventures of the Company at Morbi, Gujarat.
There has been no material change in the nature of the business of the other subsidiaries, joint ventures and associates during the year under review.
consolidated financial statements
The audited consolidated financial statements of the Company, prepared in accordance with the Act and the applicable Indian Accounting Standards, along with all relevant documents and the Auditorsâ Report form part of this Annual Report.
The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at https://www.prismjohnson.in/investors/subsidiary-annual-accounts.
The paid-up equity share capital remains unchanged at '' 503.36 Crores as on March 31, 2022. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.
The Board, at its meeting held on February 1, 2022, based on the performance evaluation and recommendations of the Nomination & Remuneration Committee and subject to the requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing Director and Mr. Sarat Chandak as Executive Director & CEO (HRJ) of the Company for a period of three years with effect from March 3, 2022. The shareholders approved the said re-appointments and key terms of the agreement vide postal ballot through remote e-voting concluded on March 21, 2022.
The Board, on March 3, 2022, based on the recommendations of the Nomination & Remuneration Committee and subject to the requisite approvals, appointed Mr. Akshay Rajan Raheja as Additional Director of the Company in the category of Non-executive Non-independent, liable to retire by rotation, with effect from March 5, 2022. The shareholders approved the appointment of Mr. Akshay Rajan Raheja as Non-executive Director liable to retire by rotation, vide postal ballot through remote e-voting concluded on April 8, 2022.
The term of office of Dr. Raveendra Chittoor, as Independent Director, will expire on July 2, 2022. The Board, at its meeting
held on May 11, 2022, on recommendation of the Nomination & Remuneration Committee, has recommended the re-appointment of Dr. Chittoor, as Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office. The Board recommends the said appointment.
The Company has received declarations from Ms. Ameeta Parpia, Mr. Shobhan Thakore and Dr. Raveendra Chittoor, Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the SEBI LODR. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company https://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
The details of familiarisation programme for Independent Directors have been disclosed in th e Report on Corporate Governance and on the website of the Company https://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
Pursuant to Section 152 of the Act, Mr. Vijay Aggarwal and Mr. Sarat Chandak retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.
As required, the requisite details of Directors seeking appointment/re-appointment are included in this Annual Report.
Meetings
The Board of Directors met six times during the year ended March 31, 2022. Additionally, several Committee Meetings were held including the Audit Committee, which met eight times during the year. Details of the meetings are included in the Report on Corporate Governance.
Evaluation
Pursuant to the provisions of the Act and the SEBI LODR, the Board has carried out an annual performance evaluation during the year under review. Details of the same are given in the Report on Corporate Governance.
Remuneration Policy
The policy on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel, Senior Management and other employees forms part of the Report on Corporate Governance and is also available on the website of the Company at https://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
There were no changes in the Key Managerial Personnel of the Company during the year under review.
composition of audit committee
The Board has constituted an Audit Committee, details of the same are stated in the Report on Corporate Governance.
vigil mechanism/whistle blower policy
The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at https://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
prevention of sexual harassment
The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. The Company has constituted an Internal Committee to inquire into complaints of sexual harassment and recommend appropriate action as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder.
The Company has been conducting induction/refresher programmes in the organisation on a continuous basis to build awareness in this area.
During the financial year 2021-22, one complaint was received with allegations of sexual harassment as per the provisions of the POSH Act, which is under investigation. The pending complaint of financial year 2020-21 was investigated and resolved.
The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance.
The Company works across a wide range of products i.e. Cement, Tiles, Bath fittings and Ready Mixed Concrete. Several of the product lines have their own unique business and operating models. These businesses operate in an evolving and challenging business environment.
The Risk Management Policy framed by the Company details the objectives and principles of risk management along with an overview of the risk management process, procedures and
related roles and responsibilities. The risk management process includes identifying types of risks and its assessment, risk handling and monitoring, reporting and controlling/mitigation.
The Committee, on timely basis, informed members of the Audit Committee and the Board of Directors about risk assessment and minimisation procedures and in their opinion, there was no risk that may threaten the existence of the Company.
corporate social responsibility (âcsrâ)
The Company has adopted a CSR Policy based on which all CSR activities are initiated and implemented. The Company Policy is focused on CSR activities in areas such as energy and water conservation, health and sanitation, pollution-free atmosphere, clean technologies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Companyâs website at https://www.prismjohnson.in/ investors/disclosures-under-SEBI-LODR-regulations/policies.
During the financial year 2021-22, the Company has spent '' 3.94 Crores towards CSR activities.
Requisite disclosure including composition of the CSR Committee has been made in Annexure âAâ to this Report.
business responsibility reporting
A separate section on Business Responsibility Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI LODR.
loans, guarantees and investments
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.
All related party transactions are placed before the Audit Committee and the Board, wherever required, for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for its review on a quarterly basis. The statement is supported by a certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.
The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at https://www.prismjohnson.in/ investors/disclosures-under-SEBI-LODR-regulations/policies.
Details of the transactions entered during the year ended March 31, 2022, pursuant to sub-section (1) of Section 188
of the Act are given in the prescribed Form AOC-2 annexed herewith as Annexure âBâ.
There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions visa-vis the Company.
Attention of the members is drawn to the disclosure of related party transactions set out in Note No. 4.09 of the Standalone Financial Statements forming part of this Annual Report.
directorsâ responsibility statement
Pursuant to Section 134(3)(c) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm :
a. That in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure âCâ.
The information required under Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any shareholder interested in obtaining a copy of the statement may send an email to [email protected].
conservation of energy, technology absorption and foreign exchange earnings and outgo
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in Annexure âDâ forming part of this Report.
management discussion and analysis
The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI LODR is presented in a separate section forming part of this Annual Report.
As per the SEBI LODR, a separate section on Corporate Governance together with a certificate from the Companyâs Auditors confirming compliance forms part of this Annual Report.
internal financial control systems
The Company has established standards, processes and structure which enable it to implement adequate internal financial controls and ensure that the same are operating effectively. The internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as capital expenditures. The Company uses an established ERP system to record day-to-day transactions for accounting and financial reporting.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory, Cost and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Company believes that the internal financial controls were adequate and effective during the financial year 2021-22.
The shareholders had, at the 26th Annual General Meeting, appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Companyâs Auditors up to conclusion of the 31st Annual General Meeting of the Company. The Auditor has confirmed their eligibility under Section 141 of the Act and the
Rules framed thereunder. As required under the SEBI LODR, the Auditor has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by the Auditor on the financial statements of the Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.
Cost Auditor
Pursuant to Section 148 of the Act read with the Rules thereunder, as amended, the Company needs to maintain the cost records and such accounts and records are maintained for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 11, 2022, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditor for the year ending March 31, 2023 and has recommended their remuneration to the shareholders for their ratification.
Secretarial Auditor
The Company has appointed Ms. Savita Jyoti, M/s. Savita Jyoti Associates, Practising Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There was no qualification, reservation or adverse remarks given by the Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure âEâ.
Secretarial AuDIT oF Material UnIIsTeD Subsidiaries
For the financial year 2021-22, Raheja QBE General Insurance Company Limited (âRQBEâ) is the material unlisted subsidiary of the Company. In terms of Regulation 24A of SEBI LODR read with Section 204 of the Act, Secretarial Audit of RQBE has been conducted for the year 2021-22 by the Practising Company Secretary. The said Audit Report which does not contain any qualification, reservation or adverse remark or disclaimer has been annexed herewith as Annexure âFâ.
annual return
The Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.prismjohnson.in/investors/annual-return.
general
1. No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
3. No fraud has been reported during the audit conducted by the Statutory Auditor, Internal Auditors, Secretarial Auditor and Cost Auditor of the Company.
4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
5. For the financial year ended on March 31, 2022, the Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act.
6. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
7. There was no instance of one-time settlement with any
Bank or Financial Institution.
The Directors thank the shareholders, various Central and State Government departments/agencies, banks and other business associates for their valuable services and continued support during the year under review. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
For and on behalf of the Board
Place : Mumbai Chairman
Date : May 11, 2022 (DIN : 00031788)
Mar 31, 2018
DIRECTORS'' REPORT
To the Shareholders,
The Directors present the Twenty-sixth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2018.
FINANCIAL RESULTS (Standalone)
Rs, Crores
Particulars |
2017-18 |
2016-17 |
Revenue from operations |
5,520.00 |
5,465.71 |
Other income |
66.16 |
89.53 |
Total income |
5,586.16 |
5,555.24 |
Expenses |
5,481.10 |
5,527.11 |
Profit/(Loss) before tax |
105.06 |
28.13 |
Taxexpenses |
34.65 |
10.62 |
Profit for the year |
70.41 |
17.51 |
Surplus - opening balance |
164.44 |
185.62 |
Amount available for appropriation |
234.85 |
203.13 |
Transfer from/to Debenture Redemption Reserve |
12.20 |
(36.34) |
Other Comprehensive Income (net of tax) |
(0.23) |
(2.35) |
Surplus - closing balance |
246.82 |
164.44 |
RESERVES
The Company has transferred an amount of Rs, 12.20 Crores from the Debenture Redemption Reserve to the Retained Earnings pursuant to the redemption of some of the debentures, during the year under review. An amount of Rs, 246.82 Crores is retained in the Statement of Profit and Loss.
DIVIDEND
Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have approved a Dividend Distribution Policy. The objective of the policy is to lay down the criteria to be considered by the Board before recommending dividend to its shareholders for a financial year and to provide clarity to stakeholders on the profit distribution of the Company. The Board shall consider distribution of profits in accordance with the business strategies, provisions of the applicable regulations and seek to balance the benefit to shareholders of the Company with the comparative advantages of retaining profits in the Company which would lead to greater value creation for all stakeholders.
The Policy is uploaded on the Company''s website at http://www.prismjohnson.in/investors/disclosures-under-
SEBI-LODR-regulations/policies.
The Directors have not recommended any dividend for the financial year ended March 31, 2018 due to conservation of profits.
OPERATIONS
During the year ended March 31, 2018, revenue from operations increased to Rs, 5,520 Crores from Rs, 5,465.71 Crores in the previous year. With improved operational performance, increased volumes and realizations, despite various challenges, the Company earned a profit before tax of Rs, 105.06 Crores and profit after tax of Rs, 70.41 Crores during the year ended March 31, 2018 as against profit before tax of Rs, 28.13 Crores and profit after tax of Rs, 17.51 Crores during the year ended March 31, 2017.
For the year ended March 31, 2018, the consolidated profit after tax for the year of the Company and its subsidiary/ joint venture companies amounted to Rs, 55 Crores as against Rs, 14.25 Crores for the previous year ended March 31, 2017.
CHANGE IN NAME OF COMPANY
The name of the Company stands changed from ''Prism Cement Limited'' to ''Prism Johnson Limited'' pursuant to fresh Certificate of Incorporation issued by the Registrar of Companies, Hyderabad effective April 18, 2018.
The approval of the shareholders was obtained through Postal Ballot for the above change.
SHARE CAPITAL
The paid-up equity share capital was Rs, 503.36 Crores as on March 31, 2018. During the year under review, the Company has not issued shares with differential voting rights neither granted any stock options nor sweat equity.
FINANCE
The Company has repaid/prepaid loans of Rs, 443.15 Crores and tied-up fresh loans of Rs, 510.67 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.
Pursuant to the approval granted by the shareholders, the Company raised Rs, 100 Crores in FY 2017-18 and Rs, 75 Crores in April 2018 by way of privately placed Secured/Unsecured Redeemable Non-convertible Debentures (Rs,NCDs''), to finance, inter alia, its refinancing of debt, long term working capital and general corporate purpose. The proceeds of the NCDs issue have been fully utilised for the purposes of the issue. During the year under review, NCDs aggregating Rs, 260 Crores were redeemed in accordance with the terms of the issue. NCDs aggregating Rs, 100 Crores have been further redeemed in April 2018.
FIXED DEPOSITS
The Company accepted fixed deposits aggregating to Rs, 5.50 Crores during the year ended March 31, 2018. Out of the total 2,329 deposits of Rs, 12.84 Crores from the public and the shareholders as at March 31, 2018, 456 deposits amounting to Rs, 1.50 Crores had matured and had not been claimed as on that date. Since then, 53 of these deposits aggregating Rs, 0.18 Crores have been claimed.
There has been no default in the repayment of the deposits or payment of interest thereon during the year under review. All deposits accepted by the Company are in compliance with the requirement of the Companies Act, 2013 and the Rules there under.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred a sum of Rs, 1.31 Crores to the Investor Education and Protection Fund (''IEPF'') in compliance with provisions of the Companies Act, 2013 which represents unclaimed/unpaid dividend, unclaimed fixed deposits and unclaimed interest on the fixed deposits.
Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules,
2016, the Company has transferred 24,71,599 equity shares on which dividend has been unpaid or unclaimed for seven consecutive years to the demat account of IEPF Authority.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary, joint venture and associate companies in Form AOC-1 is attached to the Accounts.
The summary of the performance of the Company''s subsidiary, associate and joint venture companies included in the consolidated financial statements is presented below :
Subsidiaries
- Raheja QBE General Insurance Company Limited
(''RQBE''), the general insurance subsidiary witnessed higher growth in its motor portfolio during the year under review. RQBE is in the process of launching new liability products to cater to the growing needs of the consumers.
- Silica Ceramica Private Limited has been able to reduce the process losses significantly with continuous efforts during the year 2017-18, which has resulted in reduction of variable cost. Availability of natural gas, installation of new power generator, change in body composition of the product, introduction of innovative designs, quality assurance, dynamic plant leadership are some of the factors contributing to plant productivity and quality, growth of business and performance of the Company.
- H. & R. Johnson (India) TBK Limited (''HRJTBK''), the wholly-owned subsidiary of the Company is in the field of Tile and Bath retail business, having pan India presence. HRJTBK with its subsidiaries &joint ventures has number of showrooms in the style of ''House of Johnson'' and ''Johnson Corners'' for retail business.
- Milano Bathroom Fittings Private Limited, the
wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed well during the year. Improved capacity utilization at the Samba Unit, introduction of new product range and cost efficient manufacturing has contributed to the growth of the business.
- TBK Venkataramiah Tile Bath Kitchen Private Limited, TBK Rangoli Tile Bath Kitchen Private Limited, wholly-owned subsidiaries of HRJTBK and TBK Samiyaz Tile Bath Kitchen Private Limited, which became a subsidiary of HRJTBK during the year, are in the field of tile and bath retailing.
- RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary is yet to commence operations.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited, JV with the Ardex Group, Germany, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, has performed satisfactorily during the year.
- Sentini Cermica Private Limited, the mid-segment glazed floor tile JV company in Telangana, has performed well during the year. The profitability for the company has increased despite of lower capacity utilization.
In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles Private Limited, Small Johnson Floor Tiles Private Limited and Coral Gold Tiles Private Limited, the tile JV companies in Gujarat, performed satisfactorily during the year.
Associate
Prism Power and Infrastructure Private Limited, an associate of the Company is yet to commence operations.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company prepared in accordance with the Companies
Act, 2013 and the applicable Indian Accounting Standards, alongwith all relevant documents and the Auditors Report form part of this Annual Report.
The financial statements of the subsidiary companies are not attached alongwith the financial statements of the Company. Separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company is also available on the website of the Company at www.prismjohnson.in/investors/disclosures under SEBI LODR regulations//financials.
DIRECTORS
Mr. J. A. Brooks, Non-executive Independent Director resigned from the Board of the Company on November 7,
2017. The Board wishes to place on record its deep sense of appreciation for the valuable guidance, contribution and support received from Mr. Brooks during his tenure with the Company.
The Board of Directors has, at its Meeting held on May 29, 2018, subject to requisite approvals, re-appointed Mr. Vivek K. Agnihotri as Executive Director & CEO (Cement) for a period of three years with effect from August 17, 2018, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto. The Board recommends passing of the special resolution at Item No. 5 of the Notice.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Vijay Aggarwal and Mr. Vivek K. Agnihotri retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.
In accordance with the requirements of the Companies Act,
2013, the shareholders, at the Annual General Meetings of the Company held on July 31, 2014 and August 9, 2017, have appointed the Independent Directors - Ms. Ameeta A. Parpia, Mr. Shobhan M. Thakore and Dr. Raveendra Chittoor for a term of five consecutive years from their respective dates of appointment.
The Company has received declarations from Ms. Parpia, Mr. Thakore and Dr. Chittoor, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http://www.prismjohnson.in/investors/ disclosures-under-SEBI-LODR-regulations/policies.
The details of familiarization programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company http://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
As required, the requisite details of Directors seeking appointment/re-appointment are included in this Annual Report.
Meetings
The Board of Directors met six times during the year ended March 31, 2018. Additionally, several Committee Meetings were held including the Audit Committee, which met nine times during the year. Details of the meetings are included in the Report on Corporate Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation during the year under review. Details of the same is given in the Report on Corporate Governance.
Remuneration Policy
The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees forms part of the Report on Corporate Governance.
KEY MANAGERIAL PERSONNEL
During the year, Mr. Pramod K. Akhramka, Chief Financial Officer and KMP of the Company resigned from the services of the Company. The resignation was effective August 22, 2017.
Consequent to Mr. Akhramka''s resignation, the Board appointed Mr. Manish Bhatia as the Chief Financial Officer and KMP of the Company effective August 22, 2017.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy is explained in the Report on Corporate Governance and is also available on the website of the Company at http://www.prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
PREVENTION OF SEXUAL HARASSMENT
The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) to inquire into complaints of sexual harassment and recommend appropriate action.
During the financial year 2017-18, the ICC received one complaint on sexual harassment and appropriate actions are being taken.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance.
The Company works across a wide range of products
i.e. Cement, Tiles, Bath and Ready Mixed Concrete. Several of the product lines have their own unique business and operating models. These businesses operate in an evolving and challenging business environment.
The Risk Management Policy framed by the Company details the objectives and principles of risk management along with an overview of the risk management process, procedures and related roles and responsibilities. The risk management process includes identifying types of risks and its assessment, risk handling and monitoring, reporting and controlling / mitigation.
The Committee on timely basis informed members of the Audit Committee and the Board of Directors about risk assessment and minimization procedures and in their opinion there was no risk that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has adopted a CSR Policy based on which its future CSR initiatives shall be developed and implemented. The Company policy is focussed on CSR initiatives in areas such as water, health and sanitation, energy conservation, pollution-free atmosphere, clean technologies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Company''s website at http://www. prismjohnson.in/investors/disclosures-under-SEBI-LODR-regulations/policies.
In view of the average net profits of the three immediately preceding financial years being in the negative, the Company was not required to spend on CSR activities for the
FY 2017-18. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''A''.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility Reporting forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed herewith as Annexure ''B''.
LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions are placed before the Audit Committee as also the Board, wherever required, for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.
The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at http://www.prismjohnson. in/investors/disclosures-under-SEBI-LODR-regulations/ policies.
There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The Company has provided Corporate Guarantees to financiers of its subsidiary - Silica Ceramica Private Limited to facilitate fund raising. Details of the said transactions entered during the year ended March 31, 2018, pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC-2 annexed herewith as Annexure ''C''. The said guarantees are given in the interest of the Company.
Attention of the members is drawn to the disclosure of related party transactions set out in Note 4.08 of the Standalone Financial Statements forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm :
a. That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. They have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
EMPLOYEE REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure ''D''.
The information required under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established set of standards, processes and structure which enable it to implement adequate internal financial controls and ensure that the same are operating effectively. The internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory, Cost and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
AUDITORS
Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, (Firm Registration No. 104767W) will end at the conclusion of the forthcoming Annual General Meeting. It is proposed to re-appoint M/s. G. M. Kapadia & Co., as the Statutory Auditors of the Company for a further period of five years from the conclusion of the ensuing Annual General Meeting to the conclusion of the 31st Annual General Meeting of the Company.
As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received written consent and certificate from M/s. G. M. Kapadia & Co., Chartered Accountants, proposing to be re-appointed as Auditors upto conclusion of the 31st Annual General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.
Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by the Auditors on the financial statements of the Company are part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors
The Company has appointed Ms. Savita Jyoti, M/s. Savita Jyoti Associates, Practising Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualification, reservation or adverse remarks given by Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as Annexure ''F''.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules,
2014, the Company maintains the cost audit records for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 29, 2018, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors for the year ending March 31, 2019 and has recommended their remuneration to the shareholders for their ratification.
ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is furnished in Annexure ''G'' attached to this Report.
GENERAL
1. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
2. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
3. No fraud has been reported during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditor and Cost Auditors of the Company.
4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, various Central and State Government departments/agencies, banks and other business associates for their valuable services and continued support during the year under review. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
For and on behalf of the Board
Place : Mumbai SHOBHAN M. THAKORE
Date : May 29, 2018 Chairman
Mar 31, 2017
To the Shareholders,
The Directors present the Twenty-fifth Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2017.
FINANCIAL RESULTS (Standalone)
Particulars |
2016-17Rs Crores |
2015-16 Rs Crores |
Revenue from operations |
5,464.61 |
5,696.80 |
Other income |
90.63 |
134.33 |
Total Income |
5,555.24 |
5,831.13 |
Expenses |
5,527.11 |
5,849.40 |
Profit/(Loss) before exceptional items and tax |
28.13 |
(18.27) |
Exceptional items |
â |
(3.61) |
Profit/(Loss) before Tax |
28.13 |
(21.88) |
Tax expenses |
10.62 |
29.99 |
Profit for the year |
17.51 |
8.11 |
Surplus - opening balance |
185.62 |
256.83 |
Amount available for appropriation |
203.13 |
264.94 |
Less: (i) Transfer to Debenture Redemption Reserve |
36.34 |
42.56 |
(ii) Adjustment relating to transitional provision as per Schedule II to the Companies Act, 2013 |
|
35.28 |
(iii) Other Comprehensive (Income)/Loss (net of tax) |
2.35 |
1.48 |
Surplus - closing balance |
164.44 |
185.62 |
RESERVES
Out of the profits available for appropriation, an amount of Rs.36.34 Crores has been transferred to the Debenture Redemption Reserve and the balance Rs.164.44 Crores is proposed to be retained in the Statement of Profit and Loss.
DIVIDEND
Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have approved a Dividend Distribution Policy. The Policy is enclosed as ''Annexure A'' and also uploaded on the Company''s website at www.prismcement.com/aboutus/policies.
In view of inadequate profits, the Directors have not recommended any dividend for the financial year ended March 31, 2017.
OPERATIONS
During the year ended March 31, 2017 revenue from operations decreased marginally by 4 per cent to Rs.5,464.61 Crores from Rs.5,696.80 Crores in the previous year. However, due to efficient cost rationalization measures and prudent resource management, the Company earned a profit before tax of Rs.28.13 Crores and profit after tax of Rs.17.51 Crores during the year ended March 31, 2017 as against loss before tax of Rs.21.88 Crores and profit after tax of Rs.8.11 Crores during the year ended March 31, 2016.
For the year ended March 31, 2017, the consolidated Comprehensive Income of the Company and its subsidiary companies amounted to Rs.14.25 Crores as against a profit after tax of Rs.25.26 Crores for the previous year.
SHARE CAPITAL
The paid-up equity share capital was Rs.503.36 Crores as on March 31, 2017. During the year under review, the Company has not issued shares with differential voting rights neither granted only stock options nor sweat equity.
FINANCE
The Company has repaid/prepaid loans of Rs.541.52 Crores and tied-up fresh loans of Rs.262.51 Crores during the year under review to finance, inter alia, its repayment of debts, ongoing long term working capital and capital expenditure. The loans were used for the purpose they were sanctioned by the respective banks/financial institutions.
Pursuant to the approval granted by the shareholders, the Company raised Rs.200 Crores by way of privately placed Secured Redeemable Non-convertible Debentures (''NCDs''), during the year 2016-17 to finance, inter alia, its refinancing of debts, ongoing long term working capital and general corporate purpose. The proceeds of the NCDs issue have been fully utilized for the purposes of the issue. NCDs aggregating Rs.140 Crores were redeemed in accordance with the terms of NCDs during the year. NCDs aggregating Rs.110 Crores have been further redeemed in April 2017 and June 2017.
FIXED DEPOSITS
The Company accepted fixed deposits aggregating Rs.8.55 Crores during the year ended March 31, 2017. Out of the total 3,991 deposits of Rs.21.40 Crores from the public and the shareholders as at March 31, 2017, 601 deposits amounting to Rs.2.19 Crores had matured and had not been claimed as on that date. Since then, 134 of these deposits aggregating to Rs.0.76 Crores have been claimed.
There has been no default in the repayment of the deposits or payment of interest thereon during the year under review. All deposits accepted by the Company are in compliance with the requirement of the Companies Act, 2013 and the Rules there under.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred a sum of Rs.0.86 Crores to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013 which represents unclaimed/unpaid dividend, unclaimed fixed deposits and unclaimed interest on the fixed deposits.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, Joint Venture and Associate companies in Form AOC-1 is attached to the Accounts.
The summary of the performance of the Company''s subsidiaries, Associate and Joint Venture companies included in the consolidated financial statements is presented below :
Subsidiaries
- Raheja QBE General Insurance Company Limited (''RQBE''), the general insurance subsidiary has established itself as a recognized niche player poised to grow by focusing on the identified growth segments. RQBE forayed into the health insurance segment with the launch of its new product line during the year ended March 31, 2017.
- Silica Ceramica Private Limited (''Silica'') has taken some major steps during the year to reduce its cost of production. The Tile Body recipe was changed to improve product quality and market acceptance. This has also helped in reducing the process losses and increase of premium quality production. The overall process loss has come down during 2016-17. Higher premium quality production ensures higher sales realization per m2. Premium quality production recorded significant improvement during the year. However, due to higher fuel cost and lower capacity utilization, the total variable cost remained significantly higher. The profitability for the year suffered mainly due to unavailability of natural gas from ONGC during the year 2016-17. Silica entered into an agreement with Gail in the month of August 2016 for continuous supply of natural gas of 40,000 SCM per day at competitive rates. Supply of natural gas has already started from November 2016. With the availability of natural gas, the variable cost is expected to reduce during the FY 2017-18.
- H. & R. Johnson (India) TBK Limited (''HRJTBK''),
the wholly-owned subsidiary of the Company is in the field of tile, bath and kitchen retailing, having presence in the states/union territories of Maharashtra, Madhya Pradesh, Andhra Pradesh, Delhi, Chandigarh, Punjab, Himachal Pradesh, Karnataka and Uttar Pradesh. HRJTBK and its Joint Ventures have total 25 showrooms of House of Johnson and 10 showrooms of Johnson Corners as at March 31, 2017.
- Milano Bathroom Fittings Private Limited (''Milano''), the wholly-owned subsidiary of the Company manufacturing bathroom fittings and accessories, has performed satisfactorily during the year. Improved capacity utilization at the Samba Unit, introduction of new product range and cost efficient manufacturing has contributed to the growth of Milano.
- TBK Venkataramiah Tile Bath Kitchen Private Limited and TBK Rangoli Tile Bath Kitchen Private Limited, wholly-owned subsidiaries of HRJTBK, are in the field of tile, bath and kitchen retailing.
- RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary is yet to commence operations.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited (''AEIPL''),
JV with the Ardex Group, Germany, which manufactures and markets tile adhesives, grouts, flooring, waterproofing and allied products, has performed satisfactorily during the year. AEIPL has set up new plants in West Bengal near Durgapur and in Rajasthan at Khushkhera, Dist. Alwar and both the plants have commenced commercial operations.
- Sentini Cermica Private Limited (''Sentini''), the mid-segment glazed floor tile JV Company in Telangana, has performed satisfactorily during the year. The profitability for the year suffered mainly due to lower capacity utilisation.
In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles Private Limited, Small Johnson Floor Tiles Private Limited and Coral Gold Tiles Private Limited, the tile Joint Venture companies in Gujarat, performed satisfactorily during the year.
Associate
Prism Power and Infrastructure Private Limited, an Associate of the Company is yet to commence operations.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company are prepared in accordance with the Companies Act, 2013 and the applicable Indian Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report.
The financial statements of the subsidiary companies are not attached along with the financial statements of the Company. Separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company shall also provide a copy of the Annual Report and other related information of its subsidiary companies as required under Section 136 of the Companies Act, 2013 to the shareholders of the Company and the subsidiaries upon their written request. The separate audited financial statements in respect of each subsidiary company are also available on the website of the Company at www.prismcement.com/investors/financialresults.
DIRECTORS
The Directors, with deep regret, inform about the sad and untimely demise of Mr. Rajesh G. Kapadia, the erstwhile Chairman of the Company, on October 21, 2016. He was associated with the Company since inception and will always be remembered for his wealth of knowledge and experience. He had resigned from the Board of Directors of the Company with effect from July 15, 2016 due to his ill-health.
Mr. Shobhan M. Thakore, Non-executive Independent Director, was appointed as the Chairman of the Board of Directors of the Company with effect from August 9, 2016.
Mr. V. M. Panicker resigned as Executive Director & CEO (RMC) on August 24, 2016. The Board wishes to place on record its appreciation of the valuable contributions made by Mr. Panicker during his tenure with the Company.
The Board of Directors, at its Meeting held on August 29, 2016, appointed Mr. Atul R. Desai as Additional Director with effect from August 29, 2016. He holds office up to the date of the forthcoming Annual General Meeting. The Board has also, subject to requisite approvals, appointed Mr. Desai as Executive Director & CEO (RMC) for a period of three years with effect from August 29,2016, upon terms and conditions mentioned in the Notice of the ensuing Annual General Meeting read with the Explanatory Statement thereto.
The Board, on the recommendations of the Nomination & Remuneration Committee and subject to the approval of the shareholders, appointed Dr. Raveendra Chittoor as a Non-executive Independent Director of the Company with effect from July 3, 2017 for a period of five years, not liable to retire by rotation. Dr. Chittoor, appointed as an Additional Director, will hold office till the ensuing Annual General Meeting and is eligible for appointment.
The Company has received requisite notice in writing from a member proposing the appointments of Mr. Desai and Dr. Chittoor The Board recommends the above appointments.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan B. Raheja retires by rotation at the forthcoming Annual General Meeting of the Company and is eligible for re-appointment.
In accordance with the requirements of the Companies Act, 2013, the shareholders, at the 22nd Annual General Meeting of the Company held on July 31, 2014, have appointed the Independent Directors - Mr. J. A. Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of five consecutive years upto July 30, 2019.
The Company has received declarations from Mr. Brooks, Ms. Parpia, Mr. Thakore and Dr. Chittoor, Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.prismcement.com/corevalues/codeofconduct-independentdirectors.
The details of familiarization programme for Independent Directors have been disclosed in the Report on Corporate Governance and on the website of the Company www. prismcement.com/aboutus/policies.
As required, the requisite details of Directors seeking appointments/re-appointment are included in this Annual Report.
Meetings
The Board of Directors met seven times during the year ended March 31, 2017. Additionally, several Committee Meetings were held including the Audit Committee, which met eight times during the year. Details of the meetings are included in the Report on Corporate Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation during the year under review. Details of the same is given in the Report on Corporate Governance.
Remuneration Policy
The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for Key Managerial Personnel and other employees forms part of the Report on Corporate Governance.
KEY MANAGERIAL PERSONNEL
During the year under review, the following changes have taken place in the Key Managerial Personnel of the Company:
Sr. No. |
Name of the person |
Designation |
1. |
Mr. Atul R. Desai |
Appointed as Additional Director and designated as Executive Director & CEO (RMC) w.e.f. August 29, 2016. |
2. |
Mr. V. M. Panicker |
Resigned as Executive Director & CEO (RMC) on August 24, 2016. |
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee, details of the same is stated in the Report on Corporate Governance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at www.prismcement.com/aboutus/policies.
PREVENTION OF SEXUAL HARASSMENT (POSH)
The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Company has constituted an Internal Complaints Committees (ICC) to inquire into complaints of sexual harassment and recommend appropriate action.
During the financial year 2016-17, no complaints were received.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Report on Corporate Governance.
The Company works across a wide range of products i.e. Cement, Tiles, Bath and Kitchens, Ready mixed concrete. Several of the product lines have their own unique business and operating models. These businesses operate in an evolving and challenging business environment.
The Risk Management Policy framed by the Company details the objectives and principles of risk management along with an overview of the risk management process, procedures and related roles and responsibilities. The risk management process includes identifying types of risks and its assessment, risk handling and monitoring and reporting.
The Committee on timely basis informed members of the Audit Committee and the Board of Directors about risk assessment and minimization procedures and in their opinion there was no risk that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has adopted a CSR Policy based on which its future CSR initiatives shall be developed and implemented. The Company policy is focused on CSR initiatives in areas such as water, health and sanitation, energy conservation, pollution-free atmosphere, clean technologies and primary health care for the villagers in the vicinity of the plants. The Policy is available on the Company''s website at www.prismcement.com/aboutus/ policies.
In view of the average net profits of the three preceding financial years being in the negative, the Company was not required to spend on CSR activities for the FY 2016-17. Requisite disclosure including composition of the CSR Committee has been made in the prescribed form annexed herewith as Annexure ''B''.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed herewith as Annexure ''C''.
LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee as also the Board, wherever required, for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for their review on a quarterly basis. The statement is supported by a Certificate from the Managing Director, Executive Director & CEOs and the Chief Financial Officer.
The Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is available on the website of the Company at www.prismcement.com/aboutus/policies.
There were no material Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
The Company has provided Corporate Guarantees to financiers of its subsidiary and Joint Venture - Silica Ceramic Private Limited to facilitate fund raising. Details of the said transactions pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 are given in the prescribed Form AOC-2 annexed herewith as Annexure ''D''. The said guarantees are given in the interest of the Company.
Attention of the members is drawn to the disclosure of Related Party Transactions set out in Note 4.08 of the Standalone Financial Statements forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors confirm :
a. That in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
EMPLOYEE REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure ''E''.
The information required under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the statement may write to the Company''s Registered Office at Hyderabad or to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is given in Annexure ''F'' forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory, Cost and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.
AUDITORS
Statutory Auditors
The shareholders at the 22nd Annual General Meeting appointed M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s Auditors up to conclusion of the 26th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditor
The Company has appointed M/s. Savita Jyoti Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the year 2016-17 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company. The Report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure ''G''.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company maintains the cost audit records for its businesses. The Board of Directors of the Company has, on the recommendation of the Audit Committee, at its meeting held on May 25, 2017, appointed M/s. D. C. Dave & Co., Cost Accountants as the Cost Auditors for the year ending March 31, 2018 and has recommended their remuneration to the shareholders for their ratification.
As a matter of record, relevant cost audit reports for the year ended March 31, 2016 were filed on October 22, 2016, within the stipulated timeline. The cost audit report for the year ended March 31, 2017 will be filed with the Central Government within the stipulated timeline.
ANNUAL RETURN
The extract of the Annual Return in Form MGT - 9 is furnished in Annexure ''H'' attached to this Report.
GENERAL
1. No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
2. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
3. No fraud has been reported during the audit conducted by the Statutory Auditors, Internal Auditors, Secretarial Auditor and Cost Auditors of the Company.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, various Central and State Government departments/agencies, banks and other business Associates for their valuable services and continued support during the year under review. The Board also takes this opportunity to express its sincere appreciation of the contribution and dedicated work of all the employees of the Company.
For and on behalf of the Board
Place : Mumbai SHOBHAN M. THAKORE
Date : July 3, 2017 Chairman
Mar 31, 2016
The Directors present the Twenty-fourth Annual Report together with the
audited Statement of Accounts of the Company for the year ended March
31, 2016.
FINANCIAL RESULTS (Standalone)
Particulars 2015-16 2014-15
Rs. Crores Rs. Crores
Sales of products and services 5,940.25 6,009.01
Other operating income 29.43 22.07
5,969.68 6,031.08
Less : Excise duty 419.32 437.20
Total revenue from operations 5,550.36 5,593.88
Other income 71.57 33.48
Total revenue 5,621.93 5,627.36
Expenses 5,639.39 5,700.23
Loss before exceptional items and tax (17.46) (72.87)
Exceptional items (3.61) 62.12
Loss before Tax (21.07) (10.75)
Tax expenses 29.43 25.45
Profit for the year 8.36 14.70
Add : Surplus - opening balance 303.06 284.00
Amount available for appropriation 311.42 298.70
Add/(Less) : Transfer from/(to)
Debenture Redemption Reserve (42.56) 11.75
Less : Adjustment for Depreciation &
Amortisation as per Schedule II to the
Companies Act, 2013 35.28 7.39
Surplus - closing balance 233.58 303.06
RESERVES
Out of the profits available for appropriation, an amount of Rs. 42.56
crores has been transferred to the Debenture Redemption Reserve and the
balance Rs. 233.58 crores is proposed to be retained in the Statement
of Profit and Loss.
DIVIDEND
In view of inadequate profits, the Directors have not recommended any
dividend for the financial year ended March 31, 2016.
OPERATIONS
The gross sales and other income for the year ended March 31, 2016 was
Rs. 6,041.25 crores as against Rs. 6,064.56 crores for the previous
year. The Company incurred a loss before tax of Rs. 21.07 crores and
profit after tax of Rs. 8.36 crores during the year ended March 31,
2016 as against loss before tax of Rs. 10.75 crores and profit after
tax of Rs. 14.70 crores during the year ended March 31, 2015.
For the year ended March 31, 2016, the consolidated profit after tax of
the Company and its subsidiary companies amounted to Rs. 3.30 crores as
against a profit after tax of Rs. 2.62 crores for the previous year.
SALE OF SHARES
Pursuant to the regulatory changes increasing the foreign direct
investment in insurance companies from 26% to 49%, the Company sold
4,76,10,000 equity shares corresponding to 23% of its holding in the
equity paid-up capital of Raheja QBE General Insurance Company Limited
(RQBE), its general insurance subsidiary, to QBE Asia Pacific Holdings
Limited, Australia, (an affiliate of the Company''s existing joint
venture partner in RQBE, i.e. QBE Holdings (AAP) Pty Limited) for a
consideration of AUD 21,573,459 (equivalent to Rs. 111.04 crores).
The Company''s shareholding in RQBE stands reduced from 74% to 51%.
SHARE CAPITAL
The paid-up equity share capital was Rs. 503.36 crores as on March 31,
2016. During the year under review, the Company has not issued shares
with differential voting rights neither granted stock options nor sweat
equity.
FINANCE
The Company has repaid/prepaid loans of Rs. 423.20 crores during the
year and tied-up fresh loans of Rs. 389.69 crores, including Rs. 100
crores by way of Unsecured Redeemable Non-convertible Debentures, to
finance, inter alia, its ongoing long term working capital and capital
expenditure during the year. The total borrowings of the Company stood
at Rs. 1,863.07 crores as on March 31, 2016.
The loans were used for the purpose they were sanctioned by the
respective banks/financial institutions. The proceeds of the NCDs issue
have been fully utilised for the purposes of the issue.
FIXED DEPOSITS
The Company accepted fixed deposits aggregating to Rs. 15.43 crores
during the year ended March 31, 2016. Out of the total 6,230 deposits
of Rs. 30.52 crores from the public and the shareholders as at March
31, 2016, 452 deposits amounting to Rs. 1.48 crores had matured and had
not been claimed as on that date. Since then, 76 of these deposits
aggregating to Rs. 0.27 crores have been claimed.
There has been no default in the repayment of the deposits or payment
of interest thereon during the year under review. All deposits
accepted by the Company are in compliance with the requirement of the
Companies Act, 2013 and the Rules thereunder.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred a sum of Rs. 0.53 crores
to the Investor Education and Protection Fund in compliance with
provisions of the Companies Act, 2013 which represents unclaimed/unpaid
dividend, unclaimed fixed deposits and unclaimed interest on the fixed
deposits.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of financial statements
of subsidiaries, associate and joint venture companies in Form AOC-1 is
attached to the Accounts.
The summary of the performance of the Company''s subsidiaries, associate
and joint venture companies included in the consolidated financial
statements is presented below:
Subsidiaries
- Raheja QBE General Insurance Company Limited, the general insurance
subsidiary has established itself as a recognised niche player poised
to grow by focusing on the identified growth segments.
- Silica Ceramica Private Limited has started utilising its full
available capacity. In the last quarter of FY 2015-16, it has started
achieving significant reduction of process losses and process defects
resulting in increase in total production and improved percentage of
premium quality tiles. The profitability for the year has suffered
mainly due to unavailability of Natural Gas from ONGC during the year
2015-16.
- H. & R. Johnson (India) TBK Limited (''HRJTBK''), the wholly-owned
subsidiary of the Company is in the field of tile, bath and kitchen
retailing, having presence in the state/union territories of
Maharashtra, Madhya Pradesh, Andhra Pradesh, Delhi, Chandigarh, Punjab,
Himachal Pradesh, Karnataka and Uttar Pradesh. HRJTBK and its Joint
Ventures have total 26 showrooms of House of Johnson and 10 showrooms
of Johnson Corners as at March 31, 2016.
- Milano Bathroom Fittings Private Limited (''Milano''), the wholly-owned
subsidiary of the Company manufacturing bathroom fittings and
accessories, has performed well during the year. Improved capacity
utilisation at the Samba Unit, improved product portfolio and cost
efficient manufacturing has contributed to the growth of Milano.
TBK Rangoli Tile Bath Kitchen Private Limited became a wholly- owned
subsidiary of HRJTBK during the year under review. TBK Venkataramiah
Tile Bath Kitchen Private Limited and TBK Rangoli Tile Bath Kitchen
Private Limited, wholly owned subsidiaries of HRJTBK are in the field
of tile, bath and kitchen retailing.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited (''AEIPL''), JV with the Ardex
Group, Germany, which manufactures and markets tile adhesives, grouts,
flooring, waterproofing and allied products, has performed
satisfactorily during the year. AEIPL is in the process of setting-up a
new plant in West Bengal near Durgapur and the plant is expected to be
operational shortly.
- Sentini Cermica Private Limited (''Sentini''), the mid- segment glazed
floor tile JV Company in Telangana, has performed satisfactorily during
the year. With the implementation of the Coal Gassifier Plant and
availability of CNG, Sentini has been able to achieve reduction in cost
of production during the financial year. The production and sales of
600 x 600 mm Digital Floor Tiles have also contributed towards higher
profitability.
- Coral Gold Tiles Private Limited (''Coral''), the mid- segment wall
tiles company in Gujarat, became a JV during the year. Coral has
performed satisfactorily during the year
In addition, Antique Marbonite Private Limited, Spectrum Johnson Tiles
Private Limited and Small Johnson Floor Tiles Private Limited, the tile
joint venture companies in Gujarat, performed satisfactorily during the
year.
RMC Readymix Porselano (India) Limited, a wholly-owned subsidiary and
Prism Power and Infrastructure Private Limited, an associate of the
Company are yet to commence operations.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company, its
subsidiaries, joint ventures and associate prepared in accordance with
the Companies Act, 2013 and the applicable Accounting Standards form
part of this Annual Report.
The separate audited financial statements in respect of each of the
subsidiary companies shall be kept open for inspection at the
Registered Office of the Company during working hours for a period of
21 days before the date of the Annual General Meeting. The Company
shall also provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 136
of the Companies Act, 2013 to the shareholders of the Company and the
subsidiaries upon their written request. The separate audited financial
statements in respect of each subsidiary company is also available on
the website of the Company at www.prismcement.com/investors/financials
DIRECTORS
Mr. Ganesh Kaskar resigned as Executive Director & CEO (HRJ) on March
2, 2016. The Board wishes to place on record its appreciation of the
valuable contributions made by Mr. Kaskar during his tenure with the
Company.
The Board has, at its Meeting held on February 11, 2016, subject to the
requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing
Director of the Company for a period of three years with effect from
March 3, 2016, upon terms and conditions mentioned in the Notice of the
ensuing Annual General Meeting read with the Explanatory Statement
thereto.
The Board of Directors, at its meeting held on August 17, 2015,
appointed Mr. Vivek Krishan Agnihotri as Director in casual vacancy
caused by the resignation of Mr. S. Ramnath and designated him as
Executive Director & CEO (Cement) of the Company for a period of three
years with effect from August 17, 2015, upon terms and conditions
mentioned in the Notice of the ensuing Annual General Meeting read with
the Explanatory Statement thereto. Mr. Agnihotri holds office as
Director up to August 24, 2016 i.e. the date on which Mr. Ramnath''s
term would end.
The Board of Directors, at its Meeting held on February 11, 2016,
appointed Mr. Joydeep Mukherjee as Additional Director with effect from
March 3, 2016. He holds office up to the date of the forthcoming Annual
General Meeting. The Board has also, subject to requisite approvals,
appointed Mr. Mukherjee as Executive Director & CEO (HRJ) for a period
of three years with effect from March 3, 2016, upon terms and
conditions mentioned in the Notice of the ensuing Annual General
Meeting read with the Explanatory Statement thereto.
The Company has received requisite notices in writing from a member
proposing the appointments of Mr. Agnihotri and Mr. Mukherjee. The
Board recommends the above appointments.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan Raheja
retires by rotation at the forthcoming Annual General Meeting of the
Company and is eligible for re-appointment.
In accordance with the requirements of the Companies Act, 2013, the
shareholders, at the 22nd Annual General Meeting of the Company held on
July 31, 2014, have appointed the Independent Directors - Mr. J. A.
Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of
five consecutive years upto July 30, 2019.
The Company has received declarations from Mr. Brooks, Ms. Parpia and
Mr. Thakore, Independent Directors of the Company, confirming that they
meet with the criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Companies Act, 2013 and under the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The details of familiarisation programme for Independent Directors have
been disclosed in the Report on Corporate Governance and on the website
of the Company www.prismcement.com/about/policies.
As required, the requisite details of Directors seeking
appointments/re-appointment are included in this Annual Report.
Meetings
The Board of Directors met seven times during the year ended March 31,
2016. Additionally, several Committee Meetings were held including the
Audit Committee, which met seven times during the year. Details of the
meetings are included in the Report on Corporate Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation during the year under
review. Details of the same is given in the Report on Corporate
Governance.
Remuneration Policy
The policy on Director''s appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director and also remuneration for Key Managerial
Personnel and other employees forms part of the Report on Corporate
Governance.
KEY MANAGERIAL PERSONNEL
During the year under review, the following changes have taken place in
the Key Managerial Personnel of the Company :
Sr. Name of the Designation
No. person
1. Mr. Vivek K. Appointed as Executive Director & CEO
Agnihotri (Cement) w.e.f. August 17, 2015
2. Mr. Joydeep Appointed as Chief Executive Officer
Mukherjee (HRJ) (Designate) w.e.f. December 16,
2015 to March 2, 2016
Appointed as Executive Director & CEO
(HRJ) w.e.f. March 3, 2016
3. Mr. Ganesh Resigned as Executive Director & CEO
Kaskar (HRJ) on March 2, 2016
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee, details of the same is
stated in the Report on Corporate Governance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle
Blower Policy to report concerns about illegal or unethical practices,
if any. The details of the Policy is explained in the Report on
Corporate Governance and is also available on the website of the
Company at www.prismcement.com/ about/policies.
PREVENTION OF SEXUAL HARASSMENT (POSH)
The Company offers equal employment opportunity and is committed to
creating a healthy working environment that enables employees to work
without fear of prejudice, gender bias and sexual harassment. The
Company has also framed a policy on Prevention of Sexual Harassment of
Women at workplace. As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
Rules made thereunder, the Company has constituted an Internal
Complaints Committees (ICC) to inquire into complaints of sexual
harassment and recommend appropriate action.
During the financial year 2015-16, the ICC received one complaint on
sexual harassment and the same was disposed of in accordance with
applicable laws and the Policy of the Company.
RISK MANAGEMENT
Risk management is integral to the Company and is controlled through
awareness, training, discipline, commitment and prudent risk management
strategies. The Company works across a wide range of products i.e.
Cement, Tiles, Bath and Kitchens products, Ready mixed concrete. Several
of the product lines have their own unique business and operating
models. These businesses operate in an evolving and challenging
business environment. The ability to create sustainable value is
dependent on recognising and effectively addressing key risks that
exist in this environment.
To facilitate this, each of the Company''s businesses has adopted a
robust risk management programme which is focused on ensuring that
risks are known and being addressed proactively through a well-defined
framework.
The Risk Management Policy framed by the Company details the objectives
and principles of risk management along with an overview of the risk
management process, procedures and related roles and responsibilities.
The risk management process includes identifying types of risks and its
assessment, risk handling and monitoring and reporting.
Although not mandatory, the Company has constituted a Risk Management
Committee. The details of the Committee and its terms of reference are
set out in the Report on Corporate Governance.
The Committee on timely basis informed members of the Audit Committee
and the Board of Directors about risk assessment and minimisation
procedures and in their opinion there was no risk that may threaten the
existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has adopted a CSR Policy based on which its future CSR
initiatives shall be developed and implemented. The Company policy is
focussed on CSR initiatives in areas such as water, health and
sanitation, energy conservation, pollution- free atmosphere, clean
technologies and primary health care for the villagers in the vicinity
of the plants. The Policy is available on the Company''s website at
www.prismcement. com/about/policies.
In view of the average net profits of the three preceding financial
years being in the negative, the Company was not required to spend on
CSR activities for the FY 2015-16. Requisite disclosure including
composition of the CSR Committee has been made in the prescribed form
annexed herewith as Annexure ''A''.
LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
Annexure ''B'' annexed herewith. The particulars of loans and investments
under Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are provided
in Note 13 and 14 of the Standalone Financial Statements.
RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee as
also the Board, wherever required, for prior approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which
are of a foreseen and repetitive nature. A statement giving details of
all related party transactions entered into pursuant to the omnibus
approval is placed before the Audit Committee for their review on a
quarterly basis. The statement is supported by a Certificate from the
Managing Director, Executive Director & CEOs and the Chief Financial
Officer.
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit
Committee and the Board of Directors is available on the website of the
Company at www.prismcement.com/ about/policies.
There are no material related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large. None of the Directors has any pecuniary relationships
or transactions vis-a-vis the Company.
The Company has provided Corporate Guarantees to financiers of its
subsidiary - Silica Ceramica Private Limited to facilitate fund
raising. Details of the said transactions pursuant to sub-section (1)
of Section 188 of the Companies Act, 2013 are given in the prescribed
Form AOC-2 annexed herewith as Annexure ''C''.
Attention of the members is drawn to the disclosure of Related Party
Transactions set out in Note 50 of the Standalone Financial Statements
forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best
of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm :
a. That in the preparation of the annual financial statements for the
year ended March 31, 2016, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. They have selected such accounting policies and applied them
consistently and made judgement and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2016 and of the profit of the Company for
the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going
concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
EMPLOYEE REMUNERATION
The ratio of remuneration of each Director to the median employees''
remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are forming part
of this report as Annexure ''D''.
The information required under Section 197 of the Companies Act, 2013
and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report and is
available for inspection by the members at the Registered Office of the
Company during business hours on working days upto the date of the
ensuing Annual General Meeting. Any shareholder interested in obtaining
a copy of the statement may write to the Company''s Registered Office at
Hyderabad or to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review
as stipulated under SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 is presented in a separate section
forming part of this Annual Report.
CORPORATE GOVERNANCE
As per SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance together
with a certificate from the Company''s Auditors confirming compliance
forms part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established set of standards, processes and structure
which enables it to implement adequate internal financial controls and
that the same are operating effectively. The internal financial
control systems of the Company are commensurate with its size and the
nature of its operations. The Company has well defined delegation of
authority limits for approving revenue as well as expenditures. The
Company uses an established ERP system to record day to day
transactions for accounting and financial reporting.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work done by the
Internal, Statutory, Cost and Secretarial Auditors and the reviews of
the Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company''s internal
financial controls were adequate and effective during the financial
year 2015-16.
AUDITORS
Statutory Auditors
The shareholders at the 22nd Annual General Meeting appointed M/s. G.
M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s
Auditors upto conclusion of the 26th Annual General Meeting of the
Company, subject to ratification of the appointment by the members at
every AGM, to the effect that their re-appointment, if made, would be
in conformity with the limits specified in the said Section. They have
confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder. As required under SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the Auditors
have also confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by the Auditors on the financial statements of the
Company are part of the Annual Report. There is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
Secretarial Auditor
The Company has appointed M/s. Savita Jyoti Associates, Practising
Company Secretaries, Hyderabad to undertake the Secretarial Audit of
the Company for the year 2015- 16 pursuant to the provisions of Section
204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. There were no
qualification, reservation or adverse remarks given by Secretarial
Auditors of the Company. The Report of the Secretarial Auditor in Form
MR - 3 is annexed herewith as Annexure ''F''.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Company maintains the
cost audit records for its businesses. The Board of Directors of the
Company has, on the recommendation of the Audit Committee, at its
meeting held on May 25, 2016, appointed M/s. D. C. Dave & Co. Cost
Accountants as the Cost Auditors for the year ending March 31, 2017 and
has recommended their remuneration to the Shareholders for their
ratification.
As a matter of record, relevant cost audit reports for the year ended
March 31, 2015 were filed on October 8, 2015, within the stipulated
timeline. The cost audit report for the year ended March 31, 2016 will
be filed with the Central Government within the stipulated timeline.
ANNUAL RETURN
The extract of the Annual Return in Form MGT - 9 is furnished in
Annexure ''G'' attached to this Report.
GENERAL
1. No significant and material orders were passed by the Regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future.
2. No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which the financial statements relate and the date of this report.
3. No fraud has been reported during the audit conducted by the
Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost
Auditors of the Company.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, various Central and State
Government departments/agencies, banks and other business associates
for their valuable services and continued support during the year under
review. The Board also takes this opportunity to express its sincere
appreciation of the contribution and dedicated work of all the
employees of the Company.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : May 25, 2016
Mar 31, 2015
Dear Members,
The Directors present the Twenty-third Annual Report together with the
audited Statement of Accounts of the Company for the year ended March
31, 2015.
FINANCIAL RESULTS
Particulars 2104 -15 2013 -14
Rs. Crores Rs. Crores
Sale of products and services 6,009.01 5,344.82
Other operating income 22.07 20.60
6,031.08 5,365.42
Less : Excise duty 437.20 400.56
Total Revenue from operations 5,593.88 4,964.86
Other income 33.48 140.44
Total Revenue 5,627.36 5,105.30
Expenditure 5,700.23 5,242.50
Loss before exceptional items and tax (72.87) (137.20)
Exceptional items 62.12 9.37
Loss before Tax (10.75) (127.83)
Tax expenses (25.45) 46.18
Profit/(Loss) for the year 14.70 (81.65)
Add : Surplus - opening balance 284.00 357.24
Amount available for appropriation 298.70 275.59
Add : Transfer from/(to) Debenture 11.75 8.41
Redemption Reserve
Less : Adjustment relating to Schedule II 7.39 -
Surplus - closing balance 303.06 284.00
The amount of Rs. 303.06 crores is proposed to be retained in the
Statement of Profit and Loss.
DIVIDEND
In view of inadequate profits, the Directors have not recommended any
dividend for the financial year ended March 31, 2015.
OPERATIONS
The gross sales and other income for the year ended March 31, 2015 was
Rs. 6,064.56 crores as against Rs. 5,505.86 crores for the previous
year. The Company incurred a loss before tax of Rs. 10.75 crores and
profit after tax of Rs. 14.70 crores during the year ended March 31,
2015 as against loss before tax of Rs. 127.83 crores and loss after tax
of Rs. 81.65 crores during the year ended March 31, 2014.
For the year ended March 31, 2015, the consolidated profit after tax of
the Company and its subsidiary companies amounted to Rs. 2.62 crores as
against a loss after tax of Rs. 86.20 crores for the previous year.
COAL BLOCK
Subsequent to the Order dated September 24, 2014 of the Honourable
Supreme Court on de-allocation of all coal mines including Sial Ghogri
coal mine of the Company in Madhya Pradesh with effect from March 31,
2015 and promulgation of the Coal Mines (Special Provisions) Ordinance,
2014 and Coal Mines (Special Provision) Rules, 2014 (the Rules), the
Central Government has completed bidding process. The Nominated
Authority appointed under the Rules has passed Vesting Order dated
March 23, 2015 and as a result thereof, with effect from April 1, 2015,
the coal mine including lands, in or adjacent to the coal mines and
mine infrastructure got vested in favour of the successful bidder. In
compliance of the Vesting Order, the Company has handed over possession
of the mine and the assets listed in the Vesting Order to the
successful bidder.
Vide email dated March 26, 2015, the Nominated Authority has
communicated to the Company that a sum of Rs. 32.49 crores has been
determined as compensation payable to the Company. The Company has
inter-alia disputed quantum of compensation and has preferred a Writ
before the Hon''ble High Court of Judicature, Delhi and the Company has
lodged claim of Rs. 72.86 crores. The aggregate exposure of the Company
on account of Coal Mine Development expenses, Mining Surface Rights,
Land, Other infrastructure for mine, Capital work-in-progress relating
to buildings under construction and other related matter is around Rs.
47.49 crores (including geological survey expenses written off in the
books of accounts of Rs. 6.22 crores). Since the matter is sub-judice
and pending settlement of the claim, no adjustment has been made in the
accounts.
SHARE CAPITAL
The paid-up Equity Share Capital was Rs. 503.36 Crores as on March 31,
2015. During the year under review, the Company has not issued shares
with differential voting rights neither granted stock options nor sweat
equity.
The Company does not propose to issue any preference shares in the
future. It is, therefore, proposed to reclassify the existing unissued
Preference Shares into Equity shares of the Company. Attention of
members is drawn to Item No. 5 of the Notice of the Annual General
Meeting.
FINANCE
The Company has repaid loans of Rs. 1,087.42 crores during the year and
tied-up fresh loans of Rs. 1,149.78 crores, including Rs. 750 crores by
way of Secured Redeemable Non-convertible Debentures, to finance, inter
alia, its ongoing long term working capital and capital expenditure
during the year. The total borrowings of the Company stood at Rs.
1,896.58 crores as on March 31, 2015.
The loans were used for the purpose they were sanctioned for by the
respective banks/financial institutions.
FIXED DEPOSITS
The Company accepted fixed deposits aggregating to Rs. 13.46 crores
during the year ended March 31, 2015. Out of the total 8,970 deposits
of Rs. 37.14 crores from the public and the shareholders as at March
31, 2015, 426 deposits amounting to Rs. 1.28 crores had matured and had
not been claimed as on that date. Since then, 72 of these deposits
aggregating to Rs. 0.45 crores have been claimed.
There has been no default in the repayment of the deposits or payment
of interest thereon during the year under review. All deposits accepted
by the Company are in compliance with the requirement of the Companies
Act, 2013 and the Rules thereunder.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred a sum of Rs. 0.96 crores
to the Investor Education and Protection Fund in compliance with
provisions of the Companies Act, 2013 which represents unclaimed
dividend and unclaimed fixed deposits and unclaimed interest on the
fixed deposits.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The performance and financial performance of each of the Company''s
subsidiaries, associate and joint venture companies included in the
consolidated financial statements is presented below :
Subsidiaries
* Raheja QBE General Insurance Company Limited (RQBE),
the general insurance subsidiary continued building upon the existing
capabilities as well as seizing profitable opportunities during the
year under review. During the year, the Company has booked gross
written premium of Rs. 29.03 crores as against Rs. 31.63 crores in the
previous year. The net earned premium stood at Rs. 19.52 crores. The
total income from investment for the year under review was Rs. 20.94
crores as against Rs. 19.88 crores in the previous year. RQBE''s profit
after tax increased to Rs. 10.67 crores from a profit after tax of Rs.
6.42 crores in the previous year.
* Silica Ceramica Private Limited (Silica) has shown gradual
improvement in performance during the financial year. Silica has
started utilising its full available capacity and has achieved
substantial reduction of process losses resulting in increase in
production of premium quality Tiles. Value added products in the form
of 600x600 mm GVT were introduced during the financial year. With
continuous availability of Natural Gas from ONGC during the last
quarter of 2014-15, Silica has been able to achieve a profit of Rs.
8.84 crores before interest in the last quarter of financial year. The
gross revenue from operations for the year under review was Rs. 248.14
crores (previous year : Rs. 198.36 crores) and the loss after tax was
Rs. 32.77 crores (previous year : Rs. 24.69 crores).
* H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of
the Company in the field of tile, bath and kitchen retailing, has
presence in the state/union territories of Maharashtra, Madhya Pradesh,
Telangana, Andhra Pradesh, Delhi, Chandigarh, Punjab, Himachal Pradesh,
Karnataka, Uttar Pradesh. The Company and its Joint Ventures have 28
showrooms of House of Johnson and 13 showrooms of Johnson Corners as at
March 31, 2015. For the year ended March 31, 2015, gross revenue from
operations was Rs. 139.76 crores (previous year : Rs. 142.17 crores)
and loss after Tax was Rs. 3.57 crores (previous year : Rs. 1.32
crores).
* Milano Bathroom Fittings Private Limited (Milano), the
wholly-owned subsidiary of the Company manufacturing bathroom fittings
and accessories, has performed well during the year. Improved capacity
utilisation at its Samba Unit in Himachal Pradesh, improved product
portfolio and cost efficient manufacturing has contributed to the
growth of Milano. For the year ended March 31, 2015, gross revenue from
operations was Rs. 44.67 crores (previous year : Rs. 40.44 crores) with
profit after tax of Rs. 3.03 crores (previous year : Rs. 1.44 crores).
* RMC Readymix Porselano (India) Limited is a wholly-owned subsidiary
of the Company and is yet to commence operations.
* TBK Venkataramiah Tile Bath Kitchen Private Limited, a wholly-owned
subsidiary of H. & R. Johnson (India) TBK Limited, is in the field of
tile, bath and kitchen retailing, The gross revenue from operations was
Rs. 1.93 crores (previous year : Rs. 2.53 crores) and loss after tax
was Rs. 0.28 crores (previous year : profit Rs. 0.06 crores)
Associate
* Prism Power and Infrastructure Private Limited is an associate of the
Company and is yet to commence operations.
Joint Ventures (JV)
* Ardex Endura (India) Private Limited (AEIPL), the joint venture with
the German group Ardex, which manufactures and markets tile adhesives,
grouts, flooring, waterproofing and allied products has performed
satisfactorily during the year. For the year ended March 31,2015, AEIPL
achieved gross revenue from operations of Rs. 101.49 crores (previous
year : Rs. 92.52 crores) and profit after tax of Rs. 4.11 crores
(previous year : Rs. 4.14 crores). AEIPL is in the process of
setting-up a new plant in West Bengal near Durgapur and project
implementation activities commenced during the year.
* Sentini Cermica Private Limited (Sentini), the mid-segment glazed
floor tile JV Company in Andhra Pradesh, has performed satisfactorily
during the year.With the implementation of the Coal Gassifier Plant and
availability of CNG, Sentini has been able to achieve reduction in cost
of production during the financial year. The production and sales of
600x600 mm Digital Floor Tiles have also contributed towards higher
profitability. For the year ended March 31,2015, Sentini achieved gross
revenue from operations of Rs.159.62 crores (previous year : Rs. 115.90
crores) and profit after tax of Rs. 3.54 crores (previous year loss
after tax : Rs. 2.25 crores).
* Antique Marbonite Private Limited, the vitrified tile JV Company in
Gujarat, has achieved gross revenue from operations of Rs. 288.86
crores (previous year : Rs. 261.05 crores) and profit after tax of Rs.
9.89 crores (previous year : Rs. 3.95 crores).
* Spectrum Johnson Tiles Private Limited (Spectrum), the mid-segment
wall tiles JV Company in Gujarat, has performed satisfactorily during
the year.The increase in production and sales of 300x200 mm and 375x250
mm digital tiles have contributed towards increase in profitability
during the financial year. For the year ended March 31,2015, Spectrum
achieved gross revenue of Rs. 91.79 crores (previous year : Rs. 82.98
crores) and profit after tax of Rs. 5.20 crores (previous year : Rs.
2.37 crores).
* Small Johnson Floor Tiles Private Limited (Small), the
mid-segment floor tiles JV Company in Gujarat, has performed
satisfactorily during the year. For the year ended March 31, 2015,
Small achieved gross revenue from operations of Rs. 66.77 crores
(previous year : Rs. 65.16 crores) and profit after tax of Rs. 2.24
crores (previous year : Rs. 2.21 crores).
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statements of the Company, its
subsidiaries, joint ventures and associates prepared in accordance with
the Companies Act, 2013 and the applicable Accounting Standards form
part of this Annual Report.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of financial statements
of subsidiaries, associates and joint venture companies in Form AOC - 1
is attached to the Accounts.
The separate audited financial statements in respect of each of the
subsidiary companies shall be kept open for inspection at the
Registered Office of the Company during working hours for a period of
21 days before the date of the Annual General Meeting. The Company
shall also provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 136
of the Companies Act, 2013 to the shareholders of the Company and the
subsidiaries upon their written request. The separate audited financial
statements in respect of each subsidiary company is also available on
the website of the Company at
www.prismcement.com/investors/FinancialResults
DIRECTORS
Mr. S. Ramnath resigned from the Board of Directors of the Company on
February 4, 2015 due to personal reasons. The Board wishes to place on
record its appreciation of the valuable contributions made by Mr.
Ramnath during his tenure with the Company.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajesh Kapadia
retires by rotation at the forthcoming Annual General Meeting of the
Company and is eligible for re-appointment.
In accordance with the requirements of the Companies Act, 2013, the
shareholders, at the 22nd Annual General Meeting of the Company held on
July 31, 2014, have appointed the Independent Directors - Mr. J. A.
Brooks, Ms. Ameeta A. Parpia and Mr. Shobhan M. Thakore for a term of
five consecutive years upto July 30, 2019.
The Company has received declarations from Mr. Brooks, Ms. Parpia and
Mr. Thakore, Independent Directors of the Company, confirming that they
meet with the criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Companies Act, 2013 and under
Clause 49 of the Listing Agreement with the Stock Exchanges.
The details of familiarisation programme for Independent Directors have
been disclosed in the Report on Corporate Governance and on the website
of the Company www.prismcement.com/AboutUs/Policies.
As required, the requisite details of the Director seeking
re-appointment are included in this Annual Report.
Meetings
The Board of Directors met thirteen times during the year ended March
31, 2015. Additionally, several Committee Meetings were held including
the Audit Committee, which met seven times during the year. Details of
the meetings are included in the Report on Corporate Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation during the year under review. Details on the same is given
in the Report on Corporate Governance. Remuneration Policy
The policy on Director''s appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director and also remuneration for Key Managerial
Personnel and other employees forms part of Report on Corporate
Governance.
KEY MANAGERIAL PERSONNEL
During the year under review, the Company has appointed the following
persons as Key Managerial Personnel under the Companies Act, 2013 :
Sr. Name of the person Designation
No.
1. Mr. Vijay Aggarwal Managing Director
2. Mr. Ganesh Kaskar Executive Director - HRJ
3. Mr. V. M. Panicker Executive Director - RMC
4. Mr. S. Ramnath Executive Director - Cement
(resigned w.e.f February 5, 2015)
5. Mr. P. K. Akhramka Chief Financial Officer
6. Ms. Aneeta S. Kulkarni Company Secretary
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee, details of the same is
stated in the Report on Corporate Governance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism by adopting a Whistle
Blower Policy to report concerns about unethical behaviour, actual or
suspected, fraud or violation of the Company''s code of conduct, if any.
The details of the Policy is explained in the Report on Corporate
Governance and also posted on the website of the Company at
www.prismcement.com/AboutUs/Policies.
RISK MANAGEMENT
The Company works across a wide range of products i.e. Cement, Tiles,
Bath and Kitchens products, Readymixed concrete. Several of the product
lines have their own unique business and operating models. These
businesses operate in an evolving and challenging business environment.
The ability to create sustainable value is dependent on recognising and
effectively addressing key risks that exist in this environment.
To facilitate this, each of the Company''s businesses has adopted a
robust risk management programme. The risk management programme does
not aim at eliminating risks, as that would simultaneously eliminate
all chances of rewards/opportunities. It is instead focused on ensuring
that risks are known and being addressed proactively through a
well-defined framework.
The Risk Management Policy framed by the Company details the objectives
and principles of risk management along with an overview of the risk
management process, procedures and related roles and responsibilities.
The risk management process includes identifying types of risks and its
assessment, risk handling and monitoring and reporting.
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of the
Committee and its terms of reference are set in the Report on Corporate
Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR is a conscious commitment of the Company to contribute to economic
development while improving the quality of life of the underprivileged
and their families as well as of the local community in the geographies
in which the Company operates and the society at large.
The Company has adopted a CSR Policy based on which its future CSR
initiatives shall be developed and implemented. The Company policy is
focussed on CSR initiatives in areas such as water, health and
sanitation, energy conservation, pollution-free atmosphere, clean
technologies and primary health care for the villagers in the vicinity
of the plants. The Policy is available on the Company''s website at
www.prismcement.com/AboutUs/Policies
In view of the average net profits of the three preceding financial
years being in the negative, the Company was not required to spend on
CSR activities for the FY 2014-15. Requisite disclosure including
composition of the CSR Committee has been made in the prescribed form
annexed herewith as Annexure ''A''.
LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in
Annexure ''B'' annexed herewith.
RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee as
also the Board, wherever required, for prior approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which
are of a foreseen and repetitive nature. A statement giving details of
all related party transactions entered into pursuant to the omnibus
approval is placed before the Audit Committee for their review on a
quarterly basis. The statement is supported by a Certificate from the
Managing Director, Executive Directors and the Chief Financial Officer.
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit
Committee and the Board of Directors is uploaded on the website of the
Company at www.prismcement.com/AboutUs/Policies.
There are no material significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the
interest of the Company at large. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
The Company has provided Corporate Guarantees to financiers of its
subsidiary - Silica Ceramica Private Limited to facilitate fund
raising. Details of the said transactions pursuant to sub-section (1)
of Section 188 of the Companies Act, 2013 are given in the prescribed
Form AOC - 2 annexed herewith as Annexure ''C''.
Attention of the members is drawn to the disclosure of related party
transactions set out in Note No. 44 of the Standalone Financial
Statements forming part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, to the best
of their knowledge and belief and according to the information and
explanations obtained by them, the Directors confirm :
a. That in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. That such accounting policies as mentioned in Note 1 of the Notes
to the Financial Statements have been selected and applied consistently
and judgement 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 March 31, 2015 and of the profit of the Company for
the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. That the annual financial statements have been prepared on a going
concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
EMPLOYEE REMUNERATION
The ratio of remuneration of each Director to the median employees''
remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are forming part
of this report as Annexure ''D''.
The information required under Section 197 of the Companies Act, 2013
and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Report and is
available for inspection by the members at the Registered Office of the
Company during business hours on working days upto the date of the
ensuing Annual General Meeting. Any shareholder interested in obtaining
a copy of the statement may write to the Company''s Registered Office at
Hyderabad or to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, is given in Annexure ''E'' forming part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separate section forming part of
this Annual Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company''s Auditors confirming compliance forms part of this
Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has established set of standards, processes and structure
which enables it to implement adequate internal financial controls and
that the same are operating effectively. The Company has in place
systematic measures such as reviews, checks and balances, methods and
procedures to conduct its business in an orderly and efficient manner.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company towards ensuring management effectiveness and
efficiency and reliable reporting. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the
Board.
AUDITORS
The shareholders at the 22nd Annual General Meeting appointed M/s. G.
M. Kapadia & Co., Chartered Accountants, Mumbai as the Company''s
Auditors upto conclusion of the 26th Annual General Meeting of the
Company, subject to ratification of the appointment by the members at
every AGM, to the effect that their re-appointment, if made, would be
in conformity with the limits specified in the said Section. They have
confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder. As required under Clause 49 of
the Listing Agreement, the Auditors have also confirmed that they hold
a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
The Report given by the Auditors on the financial statements of the
Company are part of the Annual Report. There is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
Secretarial Auditor
The Company has appointed M/s. Savita Jyoti Associates, Practising
Company Secretaries, Hyderabad to undertake the Secretarial Audit of
the Company for the year 2014-15 pursuant to the provisions of Section
204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. There were no
qualification, reservation or adverse remarks given by Secretarial
Auditors of the Company. The Report of the Secretarial Auditor is
annexed herewith as Annexure ''F''.
Cost Auditors
As per the requirements of the Companies Act, 2013, the Company''s cost
records for the year ended March 31, 2015 are being audited by M/s. N.
I. Mehta & Co., Cost Accountants, Mumbai. The Board of Directors of the
Company has, at its meeting held on May 14, 2015, appointed M/s. N. I.
Mehta & Co. as the Cost Auditors for the year ending March 31, 2016.
ANNUAL RETURN
The extract of the Annual Return pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure ''G'' attached to this Report.
GENERAL
1. No significant and material orders were passed by the Regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future.
2. The Company offers equal employment opportunity and is committed to
creating a healthy working environment that enables employees to work
without fear of prejudice, gender bias and sexual harassment. The
Company has also framed a policy on Prevention of Sexual Harassment of
Women at workplace. There were no cases reported during the year under
review under the said Policy.
3. No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which the financial statements relate and the date of this report.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, various Central and State
Government departments/agencies, banks and other business associates
for their valuable services and continued support during the year under
review. The Board also takes this opportunity to express its sincere
appreciation of the contribution and dedicated work of all the
employees of the Company.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Place : Mumbai Chairman
Date : May 14, 2015
Mar 31, 2014
To the Shareholders,
The Directors present the Twenty-second Annual Report together with the
audited Accounts of the Company for the year ended March 31, 2014.
FINANCIAL RESULTS
2013-14 2012-13
Rs. Crores Rs. Crores
Sales of products and services 5,344.82 5,123.67
Other operating income 20.60 25.80
5,365.42 5,149.47
Less : Excise duty 400.56 381.00
Total Revenue from Operations 4,964.86 4,768.47
Other income 140.44 5.53
Total Revenue 5,105.30 4,774.00
Expenditure 5,242.50 4,858.61
Profit/(Loss) before exceptional
items and Tax (137.20) (84.61)
Exceptional items 9.37 1.62
Profit/(Loss) before Tax (127.83) (82.99)
Tax expenses 46.18 23.51
Profit/(Loss) for the year (81.65) (59.48)
Add : Dividend received on own
shares held through Trust - 0.62
Add : Surplus - opening balance 357.24 445.54
Amount available for appropriation 275.59 386.68
Add : Transfer from/(to)
Debenture Redemption Reserve 8.41 (29.44)
Surplus closing balance 284.00 357.24
OPERATIONS
The gross sales and other income for the year ended March 31, 2014 was
Rs. 5,505.86 crores as against Rs. 5,1 55.00 crores for the previous
year. The Company incurred a loss before tax of Rs. 127.83 crores and
net loss of Rs. 81.65 crores during the year ended March 31, 2014 as
against loss before tax of Rs. 82.99 crores and net loss of Rs. 59.48
crores during the year ended March 31, 2013, primarily due o sluggish
demand, higher power and fuel costs, freight charges and subdued
realisations.
For the year ended March 31, 2014, he consolidated ne loss of the
Company and is subsidiary companies amounted to Rs. 86.20 crores as
agains at net loss of Rs. 62.47 crores for the previous year.
FINANCE
The Company has repaid loans of Rs. 929.09 crores during the year and
tied-up fresh loans of Rs. 1,110.98 crores o finance, inter alia, is
ongoing long term working capital and capital expenditure during the
year. The total borrowings of the Company stood at Rs. 1,834.23 crores
as on March 31, 2014.
The loans were used for the purpose ha they were sanctioned for by the
respective banks/financial institutions.
FIXED DEPOSITS
Out of the total 11,103 deposits of Rs. 140.58 crores from the public
and the shareholders as a March 31, 2014, 393 deposits amounting o Rs.
0.90 crores had matured and had not been claimed as on ha date. Since
then, 81 of these deposits aggregating to Rs. 0.25 crores have been
claimed.
During the year, he Company has transferred a sum of 0.06 crores to he
Investor Education and Projection Fund in compliance with Section 205C
of the Companies Ac, 1956 which represents unclaimed fixed deposits and
interest thereon.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since its inception he Company has been socially responsible and has
voluntarily undertaken various Corporate Social Responsibility
initiatives even when here were no legal and statutory requirements in
this regard.
In is commitment to CSR initiatives, the Company has been making
available medical and education assistance to economically
disadvantaged and socially weaker Sections of the society. In addition,
he Company independently carries out a variety of social initiatives in
the areas of education, healthcare and environment where it actively
involves is employees.
As part of Prism''s focus on healthcare, vaccination camps, blood
donation drives, general health and eye-check camps are regularly
conducted for construction workers and their families and disadvantaged
communities around is operational sites. Similarly, at certain
locations close to the Company''s Rs. operations, school book
distributions are carried out for the children of local residents.
Apart from these, awareness programmes on health, safely and hygiene
are also carried out from time-to-time for labourers.
DIRECTORS
Mr. Manoj Chhabra retired as Managing Director on August 24, 2013. Mr.
Akshay Raheja resigned from the Board on July 24, 2013 and was
appointed as Alternate to Mr. Saish Raheja. Mr. Saish Raheja has
resigned from the Board of Directors of the Company on May 27, 2014 due
to personal reasons. Consequently, Mr. Akshay Raheja, who was appointed
as Alternate Director to him, has ceased to be a Director of the
Company with effect from the same date. The Board wishes to place on
record is appreciation of the valuable contributions made by Mr. Manoj
Chhabra, Mr. Saish Raheja and Mr. Akshay Raheja during their respective
tenures with the Company.
The Board of Directors has been broad based by the induction of Mr. S.
Ramnah and Mr. V. M. Panicker as Additional Directors with effect from
August 25, 2013. They hold office up to the date of the forhcoming
Annual General Meeting. The Board, a is Meeting held on July 25, 2013,
has also, subject to the requisite approvals, appointed Mr. S. Ramnah
as Executive Director (Cement) and Mr. V. M. Panicker as Executive
Director (RMC) of the Company for a period of three years with effect
from August 25, 2013, upto terms and conditions mentioned in the Notice
of the ensuing Annual General Meeting read with the Explanatory
Statement there. The Company has received requisite Notices in writing
from a member proposing Mr. S. Ramnah and Mr. V. M. Panicker for
appointment as Executive Directors. The Board recommends their
appointments.
Pursuant to Section 152 of the Companies Act, 2013, Mr. Rajan Raheja
retires by rotation a the forthcoming Annual General Meeting of the
Company and is eligible for re-appointment.
The Companies Act, 2013 provides for appointment of independent
Directors. Sub-Section (10) of Section 149 of the Companies Ac, 2013
(effective April 1, 2014) provides hat independent Directors shall hold
office for a term of up to five consecutive years on the Board of a
company and shall be eligible for re-appointment on passing a special
resolution by the shareholders of the company.
The non-executive (independent) Directors were appointed as Directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. Pursuant to Section 149 and Section 152 of the
Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. J. A. Brooks and Ms.
Ameeta A. Parpia retire at the forthcoming Annual General Meeting of
the Company and are eligible for appointment for a term of five
consecutive years as Independent Directors in accordance with the
Companies Act, 2013.
The Company has received declarations from Mr. Brooks and Ms. Parpia,
Independent Directors of the Company confirming ha hey meet with the
criteria of independence as prescribed both under sub-Section (6) of
Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
As required, he requisite details of Directors seeking
appointment/re-appointment are included in his Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, relating to Directors'' Responsibility Statement, he
Directors, to the best of their knowledge and belief and according o he
information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the year ended March 31,
2014, he applicable Accounting Standards have been followed and here
has been no material departure;
2. hey have selected such accounting policies and applied hem
consistently and made judgements and estimates ha are reasonable and
prudent, so as to give a rue and fair view of the sae of affairs of the
Company as on March 31, 2014 and of the loss of the Company for the
year ended on that date;
3. hey have taken proper and sufficient care o he best of their
knowledge 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;
4. hey have prepared he Accounts for the year ended March 31, 2014 on
a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant o he provisions of Section 217(2A) of the Companies Act, 1956
and he rules hereunder, the particulars are given in the statement
which forms part of his Report. However, as per provisions of Section
219(1 )(b)(iv) of the Companies Act, 1956, he Directors'' Report is
being sent to all the shareholders excluding he aforesaid information.
Any shareholder interested in obtaining a copy of the statement may
write to the Company''s Registered Office a Hyderabad or to its
Corporate Office at Mumbai.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1 )(e) of the Companies Ac, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in Annexure ''A'' forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Sock Exchanges, a
separate Section on Corporate Governance together with a certificate
from the Company''s Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai, retire as
Auditors at the forthcoming Annual General Meeting. The members will
be required to appoint Auditors in terms of relevant provisions of the
Companies Act, 2013 and fix their remuneration.
As required under the provisions of Section 139 and 141 of the
Companies Ac, 2013, the Company has received written consent and
certificate from M/s. G. M. Kapadia & Co., Chartered Accountants,
proposing to be re-appointed as Auditors upto conclusion of the 26h
Annual General Meeting of the Company, subject to ratification of the
appointment by the members at every AGM, to the effect that heir
re-appointment, if made, would be in conformity with the limits
specified in the said Section.
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Ac, 1956 and he Rules hereunder, the
Company''s Cost Records for the year ended March 31, 2014 are being
audited by Cost Auditors, M/s. N. I. Metha & Co. The Cost Audit Report
for the year ended March 31, 2013 was filed within he stipulated due
date. The Board of Directors of the Company has, a is Meeting held on
May 27, 2014, appointed M/s. N. I. Metha & Co. as he Cost Auditors for
the year ending March 31,2015. The members will be required o ratify
the appointment of the Cost Auditors in terms of relevant provisions of
the Companies Act, 2013.
SUBSIDIARY AND JOINT VENTURE COMPANIES
During the year under review, the Company''s subsidiaries and join
venture companies performed satisfactorily. Subsidiaries
- Raheja QBE General Insurance Company Limited
(RQBE), the general insurance subsidiary continued is modest growth
making is presence in new markets during the year under review. RQBE
booked a gross written premium of Rs. 31.63 crores and earned an
investment income of Rs. 19.88 crores for the year ended March 31,
2014, as against a gross written premium of Rs. 28.37 crores and
investment income of Rs. 18.65 crores for the year ended March 31,
2013. After requisite adjustments and tax provisions, he profit for the
year ended March 31, 2014 was Rs. 6.42 crores as against profit of Rs.
9.15 crores for the previous year.
- Silica Ceramica Private Limited has had a subdued performance during
the year ended March 31, 2014. However, he performance is expect to
improve in the current year.
- H. & R. Johnson (India) TBK Limited, he wholly-owned subsidiary of he
Company in the field of tile, bath and Kitchen retailing, has taken
Further steps to increase its geographical coverage. During the year,
is Join Venture - TBK Venkataramiah Tile Bah Kitchen Pvt. Ld., was
converted into a 100% subsidiary. The Company through is Join Ventures,
opened during the year, four House of Johnson showrooms in Solan,
Lucknow, Varanasi and Ludhiana taking the total number of showrooms to
26 as at March 31, 2014.
- Milano Bathroom Fittings Private Limited, the wholly-owned subsidiary
of the Company manufacturing bathroom fillings and accessories, has
performed well during the year. Improved capacity utilisation a is
Samba Unit has contributed to the growth of the company.
- Lifestyle Investments PVT Limited (LIPL), he erstwhile overseas
wholly-owned subsidiary, sold its stake in Norcros Pic, a Company
listed on the London Stock Exchange. During the year ended March 31,
2014, he Company received an amount of Rs. 131 crores as dividend on he
equity shares held in LIPL. The Company wound-up LIPL during the year
and received Rs. 0.10 crores towards return of equity capital.
- RMC Ready-mix Porselano (India) Limited is a wholly owned subsidiary
of the Company.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited (AEIPL), JV with the German
group Ardex, which manufactures and markets tile adhesives, grouts,
flooring, waterproofing and allied products has performed
satisfactorily during the year. AEIPL has setup another manufacturing
plant in Ramanagara District in Karnataka which has become operational
during the year.
- Senini Cermica Private Limited, the mid-segment glazed floor tile JV
Company in Andhra Pradesh, has performed satisfactorily during the
year.
- Anique Marbonie Private Limited, the vitrified tile JV Company in
Gujarat, has performed satisfactorily during the year. Is wholly-owned
subsidiary - Antique Johnson Ceramic Private Limited was amalgamated
for beer operational benefits during the year.
- Spectrum Johnson Tiles Private Limited, the mid segment wall tiles JV
Company in Gujarat, has performed satisfactorily during the year.
- Small Johnson Floor Tiles Private Limited, the mid segment floor
tiles JV Company in Gujarat, has performed satisfactorily during the
year.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Shee, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Shee of the Company. However, the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular.
The financial data of the subsidiaries has been furnished along with
the statement pursuant to Section 212 of the Companies Act, 1956
forming part of the Annual Report. Further, pursuant to the applicable
Accounting Standard (AS - 21) issued by the Institute of Chartered
Accountants of India, the Company has presented he consolidated
financial statements which include the financial information relating
to is subsidiaries and forms part of the Annual Report.
The Company shall provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 212
of the Companies Act, 1956 to the shareholders of the Company and he
subsidiaries upto heir written request. These documents will also be
available for inspection a he registered office of the Company and he
registered offices of the respective subsidiary companies during
working hours up o he date of the Annual General Meeting.
ACKNOWLEDGEMENTS
The Directors thank he shareholders, various Central and Sae Government
departments/agencies, banks and other business associates for heir
valuable service and continued support during the year under review.
The Board also takes his opportunity to express is sincere appreciation
of the contribution and dedicated work of all the employees of the
Company.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date: May 27, 2014
Mar 31, 2013
To the Shareholders,
The Directors present the Twenty-first Annual Report together with the
audited Accounts of the Company for the year ended March 31, 2013.
FINANCIAL RESULTS
2012-13 2011-12
Rs. Crores Rs. Crores
Sales of products and services 5,123.67 4,821.74
Other operating income 25.80 23.87
5,149.47 4,845.61
Less : Excise duty 381.00 340.90
Total Revenue from Operations 4,768.47 4,504.71
Other income 5.53 4.99
Total Revenue 4,774.00 4,509.70
Expenditure 4,858.61 4,552.89
Loss before exceptional items and Tax (84.61) (43.19)
Exceptional items 1.62 (2.80)
Loss before Tax (82.99) (45.99)
Tax expenses 23.51 15.98
Loss for the year (59.48) (30.01)
Add : Dividend on own shares held through Trust 0.62 -
Balance brought forward 445.54 531.80
Profit available for appropriation 386.68 501.79
Appropriations :
Transfer to Debenture Redemption Reserve 29.44 27.00
Dividend - 25.17
Distribution Tax on Dividend - 4.08
Balance carried to 357.24 445.54
Balance Sheet
OPERATIONS
The gross sales and other income for the year ended March 31, 2013 was
Rs. 5,155.00 crores as against Rs. 4,850.60 crores for the previous
year. The Company incurred a loss before tax of Rs. 82.99 crores and
net loss of Rs. 59.48 crores during the year ended March 31, 2013 as
against loss before tax of Rs. 45.99 crores and net loss of Rs. 30.01
crores during the year ended March 31, 2012, primarily due to depressed
markets, increased power and fuel costs, higher freight charges and
subdued realisations.
For the year ended March 31, 2013, the consolidated net loss of the
Company and its subsidiary companies amounted to Rs. 62.47 crores as
against a net loss of Rs. 18.44 crores for the previous year.
FINANCE
The Company has repaid loans of Rs. 491.71 crores during the year and
tied-up fresh loans of Rs. 803.50 crores to finance, inter alia, its
ongoing long term working capital and capital expenditure during the
year. The total borrowings of the Company stood at Rs. 1,609.30 crores
as on March 31, 2013.
The loans were used for the purpose that they were sanctioned for by
the respective banks/financial institutions.
FIXED DEPOSITS
Out of the total 10,968 deposits of Rs. 37.01 crores from the public
and the shareholders as at March 31, 2013, 418 deposits amounting to
Rs. 0.89 crores had matured and had not been claimed as on that date.
Since then, 19 of these deposits aggregating to Rs. 0.04 crores have
been claimed.
During the year, the Company has transferred a sum of Rs. 0.05 crores
to the Investor Education and Protection Fund in compliance with
Section 205C of the Companies Act, 1956 which represents unclaimed
fixed deposits and interest thereon.
DIRECTORS
The Board at its Meeting held on January 24, 2013 has, subject to the
requisite approvals, re-appointed Mr. Vijay Aggarwal as Managing
Director and Mr. Ganesh Kaskar as Executive Director of the Company for
a period of three years with effect from March 3, 2013, upon terms and
conditions mentioned at Item Nos. 6 and 7 read with the Explanatory
Statement of the accompanying Notice of the ensuing Annual General
Meeting.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr.
Akshay R. Raheja and Ms. Ameeta A. Parpia retire by rotation at the
forthcoming Annual General Meeting and being eligible, have offered
themselves for re-appointment.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
The Company has received requisite approvals from the Central
Government for excess remuneration of Rs. 6.54 crores paid to both the
Managing Directors and the Executive Director of the Company, due to
non-availability of profits for the year 2011-12.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, relating to Directors'' Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that :
1. in preparation of the Annual Accounts for the year ended March 31,
2013, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2013 and of the loss of the Company for the
year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended March 31, 2013
on a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 and the rules thereunder, the particulars are given in the
statement which forms part of this Report. However, as per provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors''
Report is being sent to all the shareholders excluding the aforesaid
information. Any shareholder interested in obtaining a copy of the
statement may write to the Company''s Registered Office at Hyderabad or
to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in Annexure ''A'' forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company''s Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from the
Statutory Auditors has been received to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956.
The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants, who
retire at the conclusion of the ensuing Annual General Meeting, have
sent a letter expressing their unwillingness to be re-appointed as
Branch Auditors of the H & R Johnson (India) and RMC Readymix (India)
Divisions of the Company. The audit for the said Divisions will
henceforth be carried out by the Statutory Auditors of the Company.
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956 and the Rules thereunder, the
Company''s Cost Records for the year ended March 31, 2013 are being
audited/ reviewed by Cost Auditors, M/s. N. I. Mehta & Co. The Cost
Audit Report for the year ended March 31, 2012 was filed within the
stipulated due date.
SUBSIDIARY AND JOINT VENTURE COMPANIES
During the year under review, the Company''s subsidiaries and joint
venture companies performed satisfactorily.
Subsidiaries
- Raheja QBE General Insurance Company Limited (RQBE), the general
insurance subsidiary, continued its strategy of focusing on specialist
lines and making its presence in new markets during the year under
review. RQBE booked a gross written premium of Rs. 28.37 crores and
earned an investment income of Rs. 18.65 crores for the year ended
March 31, 2013. After requisite adjustments and tax provisions, the
profit for the year ended March 31, 2013 was Rs. 9.15 crores.
- Silica Ceramica Private Limited has performed below expectations
during the year on account of acute power shortage and non-availability
of Natural Gas in Andhra Pradesh. During the year, the Company has
increased its stake in this subsidiary from 97.5% to 97.8%.
- H. & R. Johnson (India) TBK Limited, the wholly- owned subsidiary
of the Company in the field of tile, bath and kitchen retailing has
taken further steps to increase its geographical coverage. Its joint
ventures have opened House of Johnson showrooms in Hyderabad, Guntur,
Warangal, Nagpur and Bellary during the year taking the total number of
showrooms to 21 as at March 31, 2013.
- Milano Bathroom Fittings Private Limited (MBF), the wholly-owned
subsidiary of the Company manufacturing bathroom fittings and
accessories, has performed satisfactorily during the year. The Company
has further subscribed to 10,000 equity shares of MBF at Rs. 600 each
during the year under review.
- Lifestyle Investments PVT Limited (LIPL), an overseas wholly-owned
subsidiary, received a dividend income of £ 751,276 from Norcros PLC
during the year. LIPL redeemed 21,85,805 Class ''A'' Preference Shares
and 6,14,195 Class ''B'' Preference Shares held by the Company during the
year.
- RMC Readymix Porselano (India) Limited is a wholly-owned subsidiary
of the Company. Joint Ventures (JV)
- Ardex Endura (India) Private Limited (AEIPL), JV with the German
group Ardex which manufactures and markets tile adhesives, grouts,
flooring, waterproofing and allied products has performed
satisfactorily during the year. AEIPL is in the process of setting-up
another manufacturing plant in Ramanagara District in Karnataka which
is likely to be operational in FY 2014.
- Sentini Cermica Private Limited, the mid-segment glazed floor tile
JV Company in Andhra Pradesh has performed satisfactorily during the
year.
- Antique Marbonite Private Limited, the vitrified tile JV Company in
Gujarat, has performed satisfactorily during the year. The JV''s wholly-
owned subsidiary, Antique Minerals Private Limited, has set-up a
manufacturing plant for engineered marble and quartz. The quartz plant
was operationalised during the year.
- Spectrum Johnson Tiles Private Limited, the mid- segment wall tiles
JV Company in Gujarat, has performed satisfactorily during the year.
- Small Johnson Floor Tiles Private Limited (SJFTPL), mid-segment
floor tiles JV Company in Gujarat, has performed below expectations
during the year on account of low capacity utilisation. SJFTPL is in
the process of upgrading its product-mix towards more value-added
products in line with market demand.
The financial data of the subsidiaries has been furnished along with
the statement pursuant to Section 212 of the Companies Act, 1956
forming part of the Annual Report. Further, pursuant to the applicable
Accounting Standard (AS - 21) issued by the Institute of Chartered
Accountants of India, the Company has presented the consolidated
financial statements which include the financial information relating
to its subsidiaries and forms part of the Annual Report.
The Company shall provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 212
of the Companies Act, 1956 to the shareholders of the Company and the
subsidiaries upon their written request. These documents will also be
available for inspection at the registered office of the Company and
the registered offices of the respective subsidiary companies during
working hours up to the date of the Annual General Meeting.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, various Central and State
Government departments/agencies, banks and other business associates
for their valuable service and continued support during the year under
review. The Board also takes this opportunity to express its sincere
appreciation of the contribution and dedicated work of all the
employees of the Company.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : May 9, 2013
Mar 31, 2012
The Directors present the Twentieth Annual Report together with the
audited Accounts of the Company for the year ended March 31, 2012.
FINANCIAL RESULTS
2011-2012 2010-2011
Rs Crores Rs Crores
Sales of products and services 4,821.74 3,562.25
Other operating income 23.87 26.75
4,845.61 3,589.00
Less : Excise duty 340.90 201.70
Total Revenue from
Operations 4,504.71 3,387.30
Other income 4.99 4.42
Total Revenue 4,509.70 3,391.72
Expenditure 4,552.89 3,262.02
Profit/(Loss) before
exceptional items and tax (43.19) 129.70
Exceptional items (2.80) 0.96
Profit/(Loss) before tax (45.99) 130.66
Tax expenses 15.98 (34.87)
Profit/(Loss) after tax (30.01) 95.79
Add : Dividend on own shares
held through Trust - 1.24
Balance brought forward 531.80 499.72
Profit available for
appropriation 501.79 596.75
Appropriations :
Transfer to Debenture
Redemption Reserve 27.00 6.25
Interim Dividend - 50.34
Proposed Dividend 25.17 -
Distribution Tax on Dividend 4.08 8.36
Balance carried to 445.54 531.80
Balance Sheet
APPROPRIATIONS
The Directors recommend a dividend of Rs 0.50 per share for the approval
of the members. The total dividend outflow, if declared as above, for
the year ended March 31, 2012 is Rs 29.25 Crores (including dividend
distribution tax of Rs 4.08 Crores) as against Rs 58.70 Crores (including
dividend distribution tax of Rs 8.36 Crores) in the previous year ended
March 31, 2011. Dividend has been recommended out of the accumulated
profits available for distribution. Post the proposed dividend and
transfer to Debenture Redemption Reserve of Rs 27 Crores, an amount of Rs
445.54 Crores has been retained in the Profit and Loss Account.
OPERATIONS
The gross sales and other income for the year ended March 31, 2012 was
Rs 4,850.60 Crores as against Rs 3,593.42 Crores for the previous year.
The Company incurred a loss before tax of Rs 45.99 Crores and net loss
of Rs 30.01 Crores during the year ended March 31, 2012 as against
profit before tax of Rs 130.66 Crores and net profit of Rs 95.79 Crores
during the year ended March 31, 2011, primarily due to higher interest
expense, increased input costs and lower realisations.
For the year ended March 31, 2012, the consolidated net loss of the
Company and its subsidiary companies amounted to Rs 18.44 Crores as
against a net profit of Rs 104.95 Crores for the previous year.
FINANCE
During the year under review, the Company privately placed Secured
Redeemable Non-convertible Debentures of Rs 225 Crores to fund, inter
alia, its ongoing capital expenditure and long term working capital
requirement. The Non-convertible Debentures (NCDs) are listed on The
Bombay Stock Exchange Limited.
The Company has repaid loans of Rs 781.13 Crores during the year and
tied-up fresh term loans of Rs 899.43 Crores (inclusive of NCDs of Rs 225
Crores) at competitive rates to finance its, long term working capital
and inter alia, capital expenditure during the year. The total
borrowings of the Company stood at Rs 1,295.89 Crores as on March 31,
2012.
The loans were used for the purpose that they were sanctioned for by
the respective banks/financial institutions.
FIXED DEPOSIT
Out of the total 10,146 deposits of Rs 28.67 Crores from the public and
the shareholders as at March 31, 2012, 573 deposits amounting to Rs 1.62
Crores had matured and had not been claimed as on that date. Since
then, 305 of these deposits aggregating to Rs 0.89 Crores have been
claimed.
During the year, the Company has transferred a sum of Rs 0.03 Crores to
the Investor Education and Protection Fund in compliance with Section
205C of the Companies Act, 1956 which represents unclaimed fixed
deposits and interest thereon.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja, Mr. Satish
B. Raheja and Mr. James Brooks retire by rotation at the forthcoming
Annual General Meeting and being eligible, have offered themselves for
re-appointment.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
The Company is in the process of obtaining necessary approvals for
waiver from recovery of excess remuneration paid to Mr. Manoj Chhabra
and Mr. Vijay Aggarwal, Managing Directors and Mr. Ganesh Kaskar,
Executive Director for the year ended March 31, 2012 due to
non-availability of profits.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors'' Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that :
1. in preparation of the Annual Accounts for the year ended March 31,
2012, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2012 and of the loss of the Company for the
year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended March 31, 2012
on a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Directors'' Report is being sent to all the
shareholders excluding the aforesaid information. Any shareholder
interested in obtaining a copy of the statement may write to the
Company''s Registered Office at Hyderabad or to its Corporate Office at
Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in Annexure ''A'' forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company''s Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from the
Statutory Auditors has been received to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956.
The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from the
Branch Auditors has been received to the effect that their
re-appointment, if made, as the Branch Auditors of the H & R Johnson
(India) and RMC Readymix (India) Divisions of the Company would be
within the prescribed limits under Section 224(1B) of the Companies
Act, 1956.
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956 and the Rules thereunder, the
Company''s Cost Records for the year ended March 31, 2012 are being
audited/ reviewed by Cost Auditors, M/s. N. I. Mehta & Co. The Cost
Audit Report for the year ended March 31, 2011 was filed before the due
date of September 30, 2011.
SUBSIDIARY AND JOINT VENTURE COMPANIES
During the year under review, the Company''s subsidiaries and joint
venture companies performed satisfactorily.
Subsidiaries
- Raheja QBE General Insurance Company Limited (RQBE) : The general
insurance subsidiary spread its operations to other major cities in the
country and continued to introduce new products in the market during
the year under review. RQBE booked a gross written premium of Rs 22.83
Crores and earned an investment income of Rs 16.11 Crores for the year
ended March 31, 2012. After requisite adjustments and tax provisions,
the profit for the year ended March 31, 2012 was Rs 5.80 Crores.
- Silica Ceramica Pvt. Limited : The Directors are pleased to report
that Silica Ceramica Pvt. Limited (SCPL), performed satisfactorily
during the year. The Company increased its stake in this Joint Venture
from 92.6% to 97.5%. SCPL achieved 100% capacity installation, i.e.
27,500 m2 per day for manufacture of vitrified/glazed ceramic tiles
with effect from March 25, 2012.
- H. & R. Johnson (India) TBK Limited : The
Directors are pleased to report that H. & R. Johnson (India) TBK
Limited, the wholly-owned subsidiary of the Company in the field of
tile, bath, and kitchen retailing has taken necessary steps to increase
its geographical coverage. Its Joint Ventures (JV) have opened House of
Johnson showrooms in Solapur, NOIDA and Chandigarh during the year,
taking the total number of JVs to 14 with 16 showrooms.
- Milano Bathroom Fittings Pvt. Limited : The Directors are pleased
to report that Milano Bathroom Fittings Pvt. Limited (MBF), the
wholly-owned subsidiary of the Company manufacturing bathroom fittings
and accessories, performed satisfactorily during the year. MBF put up a
plant in Samba, Jammu & Kashmir, to manufacture bath fittings with a
capacity of 3 lakh pieces per annum.
- Lifestyle Investments PVT Limited : Lifestyle Investments PVT
Limited (LIPL) is an overseas wholly-owned subsidiary. During the year,
LIPL received a dividend income of £656,288 from Norcros Plc., UK.
- RMC Readymix Porselano (India) Limited : is a wholly-owned
subsidiary of the Company.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited : The
Directors are pleased to report that Ardex Endura (India) Pvt. Ltd.
(AEIPL), Joint Venture with the German group Ardex which manufactures
and markets tile adhesives, grouts, flooring, waterproofing and allied
products, performed satisfactorily during the year. AEIPL is in the
process of setting-up another manufacturing plant in Ramanagara
District in Karnataka which is likely to be operational by FY 2014.
- Sentini Cermica Pvt. Limited : The Directors are pleased to report
that Sentini Cermica Pvt. Ltd, the mid-segment glazed floor tile JV
Company in Andhra Pradesh performed satisfactorily during the year.
- Antique Marbonite Pvt. Limited : The Directors are pleased to
report that Antique Marbonite Pvt. Ltd., the vitrified tile JV Company
in Gujarat performed satisfactorily during the year. The JV''s
wholly-owned subsidiary, Antique Johnson Ceramic Pvt. Limited, is in
the process of setting-up a manufacturing plant for engineered marble
and quartz. Quartz Plant is now operational and Marble Plant is likely
to be completed in FY 2013.
- Spectrum Johnson Tiles Pvt. Limited : The Directors are pleased to
report that Spectrum Johnson Tiles, mid-segment wall tiles JV Company
in Gujarat, performed satisfactorily during the year.
- Small Tiles Pvt. Limited : The Company entered into a Joint Venture
with Small Tiles Pvt. Limited and acquired a 50% stake in Small Tiles
during the year. This Joint Venture manufactures glazed floor tiles and
has a capacity of 2.3 million m2 per annum. The Joint Venture acquired
a Company having a manufacturing plant of wall tiles and converted it
to manufacture floor tiles of size 12" x 12" with a capacity of 2.6
million m2 per annum. The plant is now operational.
The financial data of the subsidiaries has been furnished along with
the statement pursuant to Section 212 of the Companies Act, 1956
forming part of the Annual Report. Further, pursuant to the applicable
Accounting Standard (AS - 21) issued by the Institute of Chartered
Accountants of India, the Company has presented the consolidated
financial statements which include the financial information relating
to its subsidiaries and forms part of the Annual Report.
The Company shall provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 212
of the Companies Act, 1956 to the shareholders of the Company and the
subsidiaries upon their written request. These documents will also be
available for inspection at the registered office of the Company and
the registered offices of the respective subsidiary companies during
working hours up to the date of the Annual General Meeting.
ACKNOWLEDGEMENTS
The Board takes this opportunity to express its sincere appreciation of
the contribution made by all the employees during challenging times.
The Directors also thank the shareholders, various Central and State
Government departments/agencies, banks and other business associates
for their valuable service and support during the year under review.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : May 10, 2012
Mar 31, 2011
The Directors present the Nineteenth Annual Report together with the
audited Accounts of the Company for the year ended March 31,2011.
FINANCIAL RESULTS
2010-111 2009-10
Rs. Crores Rs. Crores
Sales 3,556.94 2,988.87
Less: Excise duty 201.70 150.89
Net Sales 3,355.24 2,837.98
Other income 36.48 21.27
3,391.72 2,859.25
Expenditure 3,042.99 2,339.42
Profit before finance charges,
depreciation, tax and
exceptional items 348.73 519.83
Finance and other charges 105.73 52.86
Profit before depreciation, tax
and exceptional items 243.00 466.97
Depreciation and amortisation 113.30 89.85
Profit before tax and
exceptional items 129.70 377.12
Add: Exceptional items 0.96 (18.87)
Profit before tax 130.66 358.25
Provision for tax (including
fringe benefit tax) (34.87) (107.20)
Profit after tax 95.79 251.05
Add : Dividend on own shares
held through Trust 1.24 1.85
Add : Balance brought
forward 499.72 358.40
Add : Surplus brought forward on
Amalgamation - 48.49
Profit available for
appropriation 596.75 659.79
Appropriations:
Transfer to General Reserve - (26.00)
Transfer to Capital
Redemption Reserve - (10.75)
Transfer to Debenture
Redemption Reserve (6.25) -
Preference Dividend - (0.08)
Interim Dividend (50.34) (105.33)
Distribution Tax on Dividend (8.36) (17.91)
Balance carried to Balance
Sheet 531.80 499.72
DIVIDEND
During the year, the Company has paid an interim dividend of Rs.1.00
per equity share of Rs. 10/- each. The Board of Directors has
recommended that the interim dividend be treated as final dividend for
the year ended March 31, 2011. The total dividend outflow for the year
ended March 31, 2011 is Rs. 58.70 crores (including dividend
distribution tax of Rs. 8.36 crores) as against Rs. 123.23 crores
(including dividend distribution tax of Rs. 17.90 crores) in the
previous year ended March 31, 2010.
OPERATIONS
The gross sales and other income for the year ended March 31,2011 was
Rs. 3,593.42 crores as against Rs. 3,010.14 crores for the previous
year. The Company earned a profit before tax of Rs. 130.66 crores and
net profit of Rs. 95.79 crores during the year ended March 31, 2011 as
against profit before tax of Rs. 358.25 crores and net profit of Rs.
251.05 crores during the year ended March 31, 2010.
FINANCE
During the year under review, the Company privately placed Secured
Redeemable Non-convertible Debentures of Rs. 100 crores and Unsecured
Redeemable Non-convertible Debentures of Rs. 50 crores to fund its
ongoing capital expenditure. The Non-convertible Debentures (NCDs) are
listed on The Bombay Stock Exchange Limited.
The Company has repaid loans of Rs. 259.04 crores during the year and
tied up term loans of Rs. 623.89 crores (inclusive of NCDs of Rs. 150
crores) to finance its long term working capital/capital expenditure
during the year. The total borrowings of the Company stood at Rs.
1,169.84 crores as on March 31, 2011.
The loans were used for the purpose that they were sanctioned for by
the respective banks/financial institutions.
FIXED DEPOSIT
Out of the total 10,267 deposits of Rs. 27.38 crores from the public
and the shareholders as at March 31, 2011, 479 deposits amounting to
Rs. 0.92 crores had matured and had not been claimed as on that date.
Since then, 60 of these deposits aggregating to Rs. 0.11 crores have
been claimed.
During the year, the Company has transferred a sum of Rs. 0.03 crores
to the Investor Education and Protection Fund in compliance with
Section 205C of the Companies Act, 1956 which represents unclaimed
fixed deposits and interest thereon.
DIRECTORS
Mr. Manoj Chhabra holds office as Managing Director of the Company upto
August 24, 2011. Subject to the requisite approvals, the Board at its
Meeting held on April 29, 2011, has re-appointed Mr. Chhabra as
Managing Director of the Company for a period of two years with effect
from August 25, 2011, upon terms and conditions mentioned at Item No. 8
read with the Explanatory Statement of the accompanying Notice of the
ensuing Annual General Meeting.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr.
Akshay R. Raheja and Ms. Ameeta A. Parpia retire by rotation at the
forthcoming Annual General Meeting and being eligible, have offered
themselves for re-appointment.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the year ended March 31,
2011, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31,2011 and of the profit of the Company for
the year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended March 31, 2011
on a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(1) (b) (iv) of the
Companies Act, 1956, the Directors Report is being sent to all the
shareholders excluding the aforesaid information. Any shareholder
interested in obtaining a copy of the statement may write to the
Companys
Registered Office at Hyderabad or to its Corporate Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure A forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Companys Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from the
Statutory Auditors has been received to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956.
The Branch Auditors, M/s. Borkar & Muzumdar, Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from the
Branch Auditors has been received to the effect that their
re-appointment, if made, as the Branch Auditors of the H & R Johnson
(India) and RMC Readymix (India) Divisions of the Company would be
within the prescribed limits under Section 224 (IB) of the Companies
Act, 1956.
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Companys Cost Records in
respect of cement for the year ended March 31, 2011 are being audited
by Cost Auditors, M/s. N. I. Mehta & Co. The Cost Audit Report for the
year ended March 31, 2010 required to be filed on or before September
30,2010, was filed on September 27,2010.
SUBSIDIARY AND JOINT VENTURE COMPANIES
During the year under review the Companys subsidiaries and joint
venture companies performed satisfactorily.
Subsidiaries
- Raheja QBE General Insurance Company Limited (RQBE), the general
insurance subsidiary introduced significant number of liability
products including other general insurance policies during the year.
RQBE booked a gross written premium of Rs. 8.80 crores and earned an
investment income of Rs. 12.36 crores for the year ended March 31,
2011. After requisite adjustments and tax provisions, the loss for the
year under review was Rs. 7.27 crores.
- Silica Ceramica Pvt. Limited (SCPL) has performed satisfactorily
during the year. The Company increased its stake in the subsidiary from
65.7% to 92.6% during the year under review. SCPL has increased its
capacity from 7,500 m2 per day to 16,500 m2 per day in April 2011. The
enhanced capacity would enable it to manufacture value-added,
multi-coloured vitrified tiles and is likely to be commissioned by Ql
of FY 2011-12. Subsequent upgrade to manufacture value-added products
is likely to be completed by Q2 of FY 2011- 12. A further capacity
expansion for the plant is in progress to increase the capacity by
9,000 m2 per day. This further expansion is likely to be completed by
Q4 of FY 2011-12 and would increase the plant capacity to 25,500 m2 per
day.
H. & R. Johnson (India) TBK Limited, the wholly-owned subsidiary of the
Company in the field of tile, bath and kitchen retailing has taken
necessary steps to increase its geographical coverage. Its Joint
Ventures have opened House of Johnson showrooms in Mumbai, Pune and
Bangalore during the year taking the total number of JVs to 11 with 13
showrooms.
- During the year, the Company acquired the remaining 50% stake in
Milano Bathroom Fittings Pvt. Limited (MBF). Post acquisition, MBF has
become a wholly-owned subsidiary of the Company. MBF has a
manufacturing plant in Baddi, Himachal Pradesh. The plants capacity
has been increased from 3 lakh pieces per annum to 6 lakh pieces per
annum in March 2011. It is now putting-up a plant in Jammu to
manufacture bath fittings with a capacity of 6 lakh pieces per annum
which is likely to be operational by Q4 of FY 2011- 12.
- Lifestyle Investments Pvt Limited (LIPL) is an overseas wholly-owned
subsidiary. During the year, LIPL received a dividend income of £
2,07,249 from its investment in Norcros Pic.
- RMC Readymix Porselano (India) Limited (erstwhile Porselano Tiles
Limited) is a wholly-owned subsidiary of the Company.
Toint Ventures (TV)
- Ardex Endura (India) Pvt. Ltd., the Joint Venture with the German
group Ardex, has performed satisfactorily during the year.
- Sentini Ceramica Pvt. Ltd., the mid-segment glazed floor tile JV
Company in Andhra Pradesh has performed satisfactorily during the year.
- Antique Marbonite Pvt.- Ltd., the vitrified tile JV Company in
Gujarat has performed satisfactorily during the year. The JV is
setting-up a Plant to manufacture Quartz and Agglomerated marble which
is slated to commence production by Q4 of FY 2011-12.
- Spectrum Johnson Tiles Pvt. Ltd., the mid-segment wall tiles JV
Company in Gujarat, has performed satisfactorily. The JV is putting up
a floor tile manufacturing facility which would be operational by Ql of
FY 2012-13.
The financial data of the subsidiaries has been furnished along with
the statement pursuant to Section 212 of the Companies Act, 1956
forming part of the Annual Report. Further, pursuant to Accounting
Standard (AS - 21) issued by the Institute of Chartered Accountants of
India, the Company has presented the consolidated financial statements
which include the financial information relating to its subsidiaries
and forms part of the Annual Report.
The Company shall provide a copy of the Annual Report and other related
information of its subsidiary companies as required under Section 212
of the Companies Act, 1956 to the shareholders of the Company and the
subsidiaries upon their written request. These documents will also be
available for inspection at the registered office of the Company and
the registered offices of the respective subsidiary companies during
working hours up to the date of the Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by the Company
in accordance with the applicable Accounting Standards (AS - 21, AS -
23 and AS - 27) issued by the Institute of Chartered Accountants of
India.
For the year ended March 31, 2011, the consolidated net profit of the
Company and its subsidiary companies amounted to Rs. 104.95 crores as
compared to Rs. 95.79 crores for the Company on a standalone basis.
ACKNOWLEDGEMENTS
The Board takes this opportunity to express its sincere appreciation of
the excellent contribution made by all the employees towards the
overall performance of the Company. The Directors also thank the
shareholders, various Central and State Government departments/
agencies, banks and other business associates for their valuable
service and support during the year under review.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : April 29, 2011
Mar 31, 2010
The Directors present the Eighteenth Annual Report together with the
audited Accounts of the Company for the year ended March 31, 2010.
OPERATING RESULTS
2009-10 2008-09
(12 months) (9 months)
Rs. Crores Rs. Crores
Sales 2988.87 741.52
Less: Excise duly 150.89 94.17
Net Sales 2837.98 647.35
Other income 22.05 9.69
2860.03 657.04
Expenditure 2340.54 477.21
Profit before linance
charges, depreciation, tax
and exceptional items 519.49 179.83
Finance and other charges 52.52 3.54
Profit before depreciation,
tax and exceptional items 466. 97 176.29
Depreciation 89.85 24.31
Profit before tax and
exceptional items 377.12 151.98
Exceptional items 18.87 --
Profit before tax 358.25 151.98
Provision for tax
(including fringe benefit
tax) (107.20) (55.75)
Profit after tax 251.05 96.23
Add : Dividend on own
shares held through
Trust 1.85 -
Add : Surplus brought
forward 358.40 319.52
Add : Surplus on
Amalgamation 48.49 -
Profit available for
appropriation 659.79 415.75
Appropriation:
Transfer to General
Reserve 26.00 5.00
Transfer to Capital
Redemption Reserve 10.75 --
Preference Dividend 0.08 -
Interim Dividend 105.33 29.83
Proposed Dividend -- 14.92
Tax on Dividend 17.91 7.60
Surplus carried to
Balance Sheet 499.72 358.40
The Scheme of Amalgamation ("the Scheme") of H. & R. Johnson (India)
Limited and RMC Readymix (India) Private Limited (Transferor Companies)
with the Company was sanctioned by the Honble High Courts of
Judicature at Bombay and Andhra Pradesh on January 22, 2010 and
February 4, 2010, respectively. The Scheme became effective on March 3,
2010 and is operative from April 1, 2009, the appointed date fixed in
the sanctioned Scheme. Pursuant to the Orders, the entire undertaking
and business of the Transferor Companies, as going concerns, stood
transferred and became vested with the Company. Previous period figures
are for nine months, while the current year figures include operations
of the Transferor Companies consequent to the amalgamation. The current
year figures are, therefore, not comparable with previous period.
DIVIDEND
During the year, the Company has paid an aggregate interim dividend of
Rs. 2.50 per equity share of Rs. 10/- each. The Board of Directors has
recommended that the interim dividend be treated as final dividend for
the year ended March 31, 2010. The total dividend outflow for the year
ended March 31, 2010 is Rs. 123.23 crores (including dividend
distribution tax of Rs. 17.90 crores) as against Rs. 52.35 crores
(including dividend distribution tax of Rs. 7.60 crores) in the
previous period ended March 31, 2009.
Preference dividend of Rs. 0.09 crores (including dividend distribution
tax of Rs. 0.01 crores) was paid to the shareholders of the erstwhile
H. & R. Johnson (India) Limited on the preference shares which were
fully redeemed during the year.
OPERATIONS
The gross sales and other income for the year ended March 31, 2010 was
Rs. 3,010.92 crores. The profit before tax was Rs. 358.25 crores and
the net profit was Rs. 251.05 crores.
CAPITAL & FINANCE
Pursuant to the Scheme, the Company has issued and allotted
20,51,06,580 equity shares of the Company, of the face value of Rs.
10/- each, to each of the members of H. & R. Johnson (India) Limited
and RMC Readymix (India) Private Limited. Out of the said allotment,
1,23,51,600 equity shares were allotted to the Prism Trust, set up
pursuant to the Scheme for the benefit of the Company, against the
equity shares held by H. & R. Johnson (India) Limited in the paid-up
capital of RMC Readymix (India) Private Limited.
Upon the Scheme becoming effective, the issued, subscribed and paid-up
equity share capital of the Company post allotment of shares as
aforesaid stands at Rs. 503.36 crores comprising of 50,33,56,580 equity
shares of Rs. 10/- each fully paid-up and the Authorised Capital stands
at Rs. 525 crores comprising of 50,50,00,000 equity shares of Rs. 10/-
each and 2,00,00,000 preference shares of Rs. 10/- each.
During the year under review, the Company tied up term loans to finance
its ongoing capital expenditure and the total borrowings of the Company
stood at Rs. 801.57 crores as on March 31, 2010.
FIXED DEPOSIT
Out of the total 12,290 deposits of Rs. 32.45 crores from the public
and the shareholders as at March 31, 2010, 532 deposits amounting to
Rs. 0.97 crores had matured and had not been claimed as on that date.
Since then, 312 of these deposits aggregating to Rs. 0.70 crores have
been claimed.
During the year, the Company has transferred a sum of Rs. 0.02 crores
to the Investor Education and Protection Fund in compliance with
Section 205C of the Companies Act, 1956 which represents unclaimed
fixed deposits.
DIRECTORS
Mr. Aziz H. Parpia resigned from the Board on May 5, 2010. The Board
wishes to place on record its appreciation of the valuable
contributions made by Mr. Parpia during his tenure as Director of the
Company.
The Board of Directors has been broad based by the induction of Mr.
James Arthur Brooks, Mr. Vijay Aggarwal and Mr. Ganesh Kaskar as
Additional Directors with effect from March 3, 2010. Ms. Ameeta A.
Parpia was appointed as Additional Director with effect from May 5,
2010. They hold office up to the date of the forthcoming Annual General
Meeting. In this connection, your attention is drawn to the relevant
items of the accompanying Notice of the Annual General Meeting. The
Board recommends their appointments.
Mr. Vijay Aggarwal was appointed as Managing Director and Mr. Ganesh
Kaskar was appointed as Executive Director of the Company for a period
of three years with effect from March 3, 2010. The said appointments
were approved by the shareholders at the Extra-ordinary General Meeting
of the Company held on April 6, 2010.
Mr. Vijay Aggarwal ceased to be an Alternate Director effective from
March 2, 2010.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja and Mr.
Satish B. Raheja retire by rotation at the forthcoming Annual General
Meeting and being eligible, have offered themselves for re-appointment.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2 A A) of the Companies
Act, 1956, relating to Directors Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the year ended March 31,
2010, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31,2010 and of the profit of the Company for
the year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended March 31, 2010
on a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(l)(b)(iv) of the
Companies Act, 1956, the Directors Report is being sent to all the
shareholders excluding the aforesaid information. Any shareholder
interested in obtaining a copy of the statement may write to the
Companys Registered Office at Hyderabad or to its Corporate Office at
Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure A forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Companys Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Statutory Auditors, M/s. N. M. Raiji & Co., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting
and have given their consent for re-appointment. A certificate from
the Auditors has been received to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224 (IB)
of the Companies Act, 1956.
The Board, on the recommendation of the Audit Committee, has also
proposed that M/s. Borkar & Muzumdar, Chartered Accountants, be
appointed as the Branch Auditors of H & R Johnson (India) and RMC
Readymix (India) Divisions of the Company.
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Companys Cost Records in
respect of cement for the year ended March 31, 2010 are being audited
by Cost Auditors, M/s. N. I. Mehta & Co.
SUBSIDIARY AND JOINT VENTURE COMPANIES
Pursuant to the Scheme, the subsidiaries and joint venture companies of
the erstwhile H. & R. Johnson (India) Limited have come under the fold
of the Company. During the year under review the Companys subsidiaries
and joint venture companies performed satisfactorily.
Subsidiaries
- Raheja QBE General Insurance Company Limited, the insurance JV
Company with QBE Holdings (AAP) Pty Ltd., is in growing stage and has
introduced significant number of liability products including other
general insurance policies approved by the IRDA during the year.
- Silica Ceramica Private Limited, the vitrified tile Company in Andhra
Pradesh, has completed one full year of manufacturing operations and
has been running at a utilisation level of over 90% since the last
quarter of the year under review. During the year, the Company
increased its stake in the Joint Venture from 50% to 65.7%.
- H. & R. Johnson (India) TBK Limited, the wholly owned subsidiary of
the Company in the field of tile, batii and kitchen retailing has taken
necessary steps to increase its geographical coverage. The Company is
.going through a
learning curve and based on its initial learning has modified its
business model for further scale-up.
- Lifestyle Investments Private Limited (LIPL) is an overseas wholly
owned subsidiary. LIPL issued 60,05,000 preference shares of 1 GBP each
and redeemed 53,45,884 preference shares of 1 GBP during the year.
- Porselano Tiles Limited, the wholly owned subsidiary of the Company,
is yet to commence business.
Joint Ventures (JV)
- Ardex Endura (India) Private Limited, the JV with the German group
Ardex, completed one full year of successful operations of its second
plant at Vadodara.
- Sentini Cermica Private limited, the mid-segment glazed floor tile JV
Company in Andhra Pradesh has been consistently operating at full
capacity.
- Antique Granito Private Limited, the vitrified tile JV Company in
Gujarat has installed and commissioned a new Multi-Colour charging
system (Magic Brush) enabling the plant to manufacture value-added,
full-body effect products. During the year, Antique Granito Private
Limited has acquired a 50% stake in Umiya Ceramics Private Limited.
Umiya Ceramics has an installed capacity of 7.26 million m2 per annum
of ceramic vitrified tiles at Gujarat.
- Milano Bathroom Fittings Private Limited, the bath fittings JV at
Baddi, Himachal Pradesh, has been consistently operating at full
capacity.
- Spectrum Tiles Private Limited, the mid-segment wall tiles JV Company
in Gujarat, has performed satisfactorily.
The Company has received the exemption from the Central Government
under Section 212(8) of the Companies Act, 1956, from attaching a copy
of the Balance Sheet, Profit and Loss Account, Directors Report and
Auditors Report of the subsidiary companies and other documents
required to be attached under Section 212(1) of the Act to the Balance
Sheet of the Company. Accordingly, the said documents are not being
attached herewith. However, the financial data of the subsidiaries has
been furnished along with the statement pursuant to Section 212 of the
Companies Act, 1956 forming part of the Annual Report. Further,
pursuant to Accounting Standard (AS - 21) issued by the Institute of
Chartered Accountants of India, the Company has presented the
consolidated financial statements which include the financial
information relating to its subsidiaries and forms part of the Annual
Report.
The Company shall provide a copy of the Annual Report and other
documents of its subsidiary companies as required under Section 212 of
the Companies Act, 1956 to the shareholders upon their written request.
These documents will also be available for inspection at the registered
office of the Company and the registered offices of the respective
subsidiary companies during working hours up to the date of the Annual
General Meeting.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by the Company
in accordance with the applicable Accounting Standards (AS - 21, AS -
23 and AS - 27) issued by the Institute of Chartered Accountants of
India.
For the year ended March 31, 2010, the consolidated net profit of the
Company and its subsidiary companies amounted to Rs. 259.78 crores as
compared to Rs. 251.05 crores for the Company on a stand alone basis.
ACKNOWLEDGEMENTS
The Board takes this opportunity to express its sincere appreciation of
the excellent contribution made by all the employees towards the
overall performance of the Company. The Directors also thank the
shareholders, various Central and State Government
departments/agencies, banks and other business associates for their
valuable service and support during the year under review.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : May 5, 2010
Mar 31, 2009
The Directors present the Seventeenth Annual Report together with the
audited Accounts of the Company for the nine months ended March 31,
2009.
OPERATING RESULTS
The Board of Directors has decided to adopt a twelve month financial
period from 1st April to 31st March each year as against 1st July to
30th June in the earlier years. Consequently, the operating results
have been drawn up for the nine month period from 1st July 2008 to 31st
March 2009.
2008-09 2007-08
(Nine (Twelve
months) months)
Rs. Crores Rs. Crores
Sales 721.41 1019.75
Less : Excise duty 94.17 143.30
Net Sales 627.24 876.45
Other income 9.93 15.92
637.17 892.37
Expenditure 457.34 539.88
Profit before finance charges,
depreciation and tax 179.83 352.49
Finance charges 3.54 3.83
Profit before depreciation
and tax 176.29 348.66
Depreciation 24.31 31.93
Profit before tax 151.98 316.73
Provision for current tax (61.24) (80.41)
Provision for fringe benefit tax (0.51) (0.40)
Deferred tax 6.00 5.71
Profit after tax 96.23 241.63
Add : Surplus brought forward 319.52 112.97
Less : Transitional adjustment
for AS-15 - 0.18
Profit available for
appropriations 415.75 354.42
Appropriation :
Transfer to General Reserve 5.00 -
Proposed Dividend 14.92 -
Interim Dividend 29.83 29.83
Dividend distribution tax 7.60 5.07
Surplus carried to _ _
Balance Sheet 358.40 319.52
DIVIDEND
During the period under review, the Company has paid an Interim
Dividend of Re. 1/- per equity share of Rs. 10/ - each aggregating to
an amount of Rs. 34.90 crores (including dividend distribution tax of
Rs 5.07 crores). In addition, the Board of Directors has recommended a
final dividend of Re. 0.50 per share. The aggregate dividend for the
period ended March 31, 2009 would amount to Rs. 1.50 per share as
against Re. 1/- per share paid for the previous year ended June 30,
2008.
This would result in a total dividend outflow of Rs. 52.35 crores
(including dividend distribution tax of Rs. 7.60 crores) for the nine
month period as against Rs. 34.90 crores (including dividend
distribution tax of Rs. 5.07 crores) in the previous year.
OPERATIONS
During the period under review, the Company produced 17.44 lakh tonnes
of clinker and 18.61 lakh tonnes of cement. The sale of cement and
clinker was 22.88 lakh tonnes during the same period. For the nine
month period ended March 31, 2009 the profit before tax was Rs. 151.98
crores and net profit was Rs. 96.23 crores.
EXPANSIONS
The Company has plans to augment its cement capacity in the coming
years. The Company is in the process of setting up another cement plant
adjoining the present plant location at Satna with a proposed cement
capacity of 3.6 MTPA. Orders for its core plant and machinery have
already been placed. Civil and other allied work has already commenced.
The Company endeavours to commence commercial production in the last
quarter of 2010.
The Company also has plans to set up a cement plant in the Kurnool
District of Andhra Pradesh with a cement capacity of 4.8 MTPA. The
environmental clearance has already been obtained and about 85% of land
under the mining lease has been acquired. The mines development work
has already commenced. The Company is awaiting certain clearances from
the State Government after which further activity shall take place.
The Company has been allotted a Coal Block in the Chhindwara District
of Madhya Pradesh. The Mining Plan has been approved by the Central
Government and the Company is awaiting clearance from the Ministry of
Environment & Forests.
FINANCE
The Company continues to be debt-free. The Companys major investments
are in Mutual Fund Liquid schemes. The aggregate amount of investments
in the schemes as on March 31, 2009 stood at Rs. 55.80 crores. During
the period under review, the Company has invested Rs. 145.78 crores in
Raheja QBE General Insurance Company Limited, taking the total
investment to Rs. 153.18 crores (including Rs. 5.18 crores as share
application money), which represents 74% of its share in the
subsidiary.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr.
Akshay R. Raheja retire by rotation at the forthcoming Annual General
Meeting and being eligible, have offered themselves for re-appointment.
As required, the requisite details of Directors seeking re-appointment
are included in this Annual Report. DIRECTORS RESPONSIBILITY
STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the nine month period
ended March 31,2009, the applicable Accounting Standards have been
followed and there has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2009 and of the profit of the Company for
the nine month period ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the nine month period ended
March 31, 2009 on a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(l)(b)(iv) of the
Companies Act, 1956, the Annual Report and Accounts are being sent to
all the shareholders excluding the aforesaid information. Any
shareholder interested in obtaining a copy of the statement may write
to the Companys Registered Office at Hyderabad or to its Corporate
Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure forming part of this Report. CORPORATE
GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate Governance together with a
certificate from the Companys Auditors confirming compliance is set
out in the Annexure forming part of this Report.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
have given their consent for re-appointment. A certificate from the
Auditors has been received to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224 (IB) of
the Companies Act, 1956.
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Companys Cost Records in
respect of cement for the nine months ended March 31, 2009 are being
audited by Cost Auditors, M/s. N. I. Mehta & Co. SUBSIDIARY
During the period under review, the subsidiary M/s. Raheja QBE General
Insurance Company Limited (RQBE) was granted the Certificate of
Registration for carrying out general insurance business by the
Insurance Regulatory and Development Authority (IRDA) in December 2008.
RQBE is planning to launch its products in the current financial year.
As required under section 212 of the Companies Act, 1956 the audited
accounts alongwith the report of the Board of Directors relating to the
subsidiary company Raheja QBE General Insurance Company Limited and the
Auditors Report thereon are attached. CONSOLIDATED FINANCIAL
STATEMENTS
The audited Consolidated Financial Statements have been prepared in
accordance with the requirements of the Accounting Standard (AS) 21,
Consolidated Financial Statements and Accounting Standard (AS) 23,
Accounting for Investments in Associates in Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India.
For the nine months ended March 31, 2009, the consolidated net profit
of the Company and its subsidiary company amounted to Rs. 92.05 crores
as compared to Rs. 96.23 crores for the Company on a stand alone basis.
ACKNOWLEDGEMENTS
The Board takes this opportunity to express its sincere appreciation of
the excellent contribution made by all the employees towards the
overall performance of the Company. The Directors also thank the
shareholders, various Central and State Government departments/
agencies, banks and other business associates for their valuable
service and support during the period under review.
For and on behalf of the Board of Directors
RAJESH G. KAPADIA
Chairman
Place : Mumbai
Date : April 14, 2009
Jun 30, 2008
The Directors present the Sixteenth Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2008.
OPERATING RESULTS
The financial performance of the Company for the year ended June 30,
2008 is given below :
2007-08 2006-07
Rs. Crores Rs. Crores
Sales 1019.75 883.48
Less : Excise duty 143.30 116.68
Net Sales 876.45 766.80
Other income 15.92 4.45
892.37 771.25
Expenditure 539.88 436.58
Profit before finance charges &
depreciation / amortisation 352.49 334.67
Finance charges 33.83 6.61
Profit before depreciation/
amortisation 348.66 328.06
Depreciation & Amortisation 31.93 340.0
Profit before tax 316.73 294.06
Provision for current tax (80.41) (34.13)
Provision for fringe benefit tax 0.40 0.29
Deferred tax 5.71 6.87
Profit after tax 241.63 192.77
Add : Surplus / (Deficit) brought
forward 112.97 44.90
Less : Transitional adjustment
for AS-15 0.18 -
Profit available for appropriation 354.42 147.87
Appropriation:
Dividend (29.83) (29.83)
Tax on Dividend 5.07 5.07
Surplus carried to Balance Sheet 319.52 112.97
DIVIDEND
For the year under review, the Company paid an Interim Dividend of Re.
1/- per equity share of Rs 10/-each, aggregating an amount of Rs. 34.90
crores (including corporate dividend tax of Rs 5.07 crores). The Board
of Directors has recommended that the interim dividend be treated as
final dividend for the year ended June 30, 2008.
OPERATIONS
During the year, production of clinker and cement increased by 5.45%
and 9.20%, respectively. Sustained focus on productivity and margins
continued to yield positive results. The EBIDTA, including other
income, for the year ended 30.6.2008 was Rs. 352.49 crores as against
an EBIDTA of Rs. 334.67 crores for the previous year. After expenses
and provisions for taxes, the net profit for the year under review was
Rs. 241.63 crores as against Rs. 192.77 for the previous year,
registering an increase of 25%.
The Companys plan, for an increase in cement capacity to 10 million
tonnes by 2011, through its brown field expansion at Satna - Unit II
and greenfield plant at Andhra Pradesh, is making headway. The Company
has frozen the technical specifications for the brownfield expansion at
Satna and the orders for the major equipment will be placed in due
course. For its greenfield unit at Kurnool District, Andhra Pradesh,
the Company has acquired most of the land for its mining operations.
The Company has been allotted a coal block in Chindwara District of
Madhya Pradesh. The mining plans have been submitted to the concerned
authorities for requisite approvals.
FINANCE
The Company continues to be debt-free. The Company has invested its
temporary surplus funds in Liquid schemes of Mutual Funds. The
outstanding amount of investments in Mutual Funds as on June 30, 2008
stood at Rs. 251.35 crores. The expansion/new projects will be met by
prudent finance management, careful planning of resources and minimum
debt.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja and Mr.
Aziz H. Parpia retire by rotation at the forthcoming Annual General
Meeting and being eligible, have offered themselves for re-
appointment.
Mr. M. Chhabraholds office as Managing Director of the Company upto
August 24, 2008. Subject to the requisite approvals, the Board at its
Meeting held on July 3, 2008, has re-appointed Mr. M. Chhabra as
Managing Director of the Company for a period of three years with
effect from August 25, 2008, upon terms and conditions mentioned at
Item No. 6 read with the explanatory statement of the accompanying
Notice of the ensuing Annual General Meeting.
As required, the requisite details of Directors seeking
appointment/re-appointment are included in this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the year ended June 30,
2008, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on June 30, 2008 and of the profit of the Company for
the year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended June 30, 2008 on
a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(1 )(b)(iv) of the
Companies Act, 1956, the Annual Report and Accounts are being sent to
all the shareholders excluding the aforesaid information. Any
shareholder interested in obtaining a copy of the statement may write
to the Companys Registered Office at Hyderabad or to its Corporate
Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Companys Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDIT
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
have given their consent for re-appointment. A certificate from the
Auditors has been received to the effect that their re- appointment, if
made, would be within the prescribed limits under Section 224 (IB) of
the Companies Act, 1956.
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Companys Cost Records in
respect of cement for the year ended June 30, 2008 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
The Company has appointed M/s. Natvarlal Vepari & Co., Chartered
Accountants, as the Internal Auditors of the Company during the year
under review, in place of the retiring Internal Auditors, M/s. Borkar &
Muzumdar.
SUBSIDIARY
During the year under review, the Company has made a strategic
investment in Raheja QBE General Insurance Company Limited for a 74%
stake by virtue of which it has become a subsidiary of the Company. The
Companys investment in the subsidiary as on June 30, 2008 stood at Rs.
7.40 crores. The subsidiary is awaiting the requisite approvals for
commencement of business.
As required under section 212 of the Companies Act, 1956 the audited
accounts alongwith the report of the Board of Directors relating to the
subsidiary Raheja QBE General Insurance Company Limited and the
Auditors Report thereon are attached.
CONSOLIDATED FINANCIAL STATEMENTS
The audited Consolidated Financial Statements have been prepared in
accordance with the requirements of the Accounting Standard (AS) 21,
Consolidated Financial Statements and Accounting Standard (AS) 23,
Accounting for Investments in Associates in Consolidated Financial
Statements issued by the Institute of Chartered Accountants of India.
The consolidated net profit of the Company and its subsidiary amounted
to Rs. 239 crores for the year ended June 30, 2008 as compared to Rs.
241.63 crores for the Company.
ACKNOWLEDGEMENTS
The Board takes this opportunity to express its sincere appreciation of
the excellent contribution made by all the employees towards the
overall performance of the Company. The Directors also thank the
shareholders, various Central and State Government departments/
agencies, banks and other business associates for their valuable
service and support during the year.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place: Mumbai
Date : July 3, 2008
Jun 30, 2007
The Directors present the Fifteenth Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2007.
OPERATING RESULTS
The financial performance of the Company for the year ended June 30,
2007 is given below :
2006-07 2005-06
Rs. Crores Rs. Crores
Sales 883.48 678.18
Less : Excise duty 116.68 106.44
Net Sales 766.80 571.74
Other income 4.42 2.09
771.22 573.83
Expenditure 436.75 420.84
Operating Profit 334.47 152.99
Exchange gain/(loss)
on restatement of foreign
currency loans 0.20 (3.96)
Profit before finance
charges & depreciation /
amortisation 334.67 149.03
Finance charges 6.61 25,34
Profit before depreciation/
amortisation 328.06 123.69
Depreciation 31.87 30.73
Amortisation 2.13 2.31
Profit before tax 294.06 90.65
Provision for current tax (34.13) (9.06)
Provision for fringe
benefit tax (0.29) (0.33)
Deferred tax (66.87) (19.18)
Profit after tax 192.77 62.08
Less : Deficit brought
forward 44.90 106.98
Profit available for
appropriation 147.87 (44.90)
Appropriation :
Proposed Dividend (29.83)
Tax on Dividend (5.07)
Surplus / (Deficit) carried to _
Balance Sheet 112.97 (44.90)
DIVIDEND
The Directors are pleased to recommend for approval of the
shareholders, a maiden dividend of 10% (Re.l/- per Equity Share of Rs.
10/- each) for the year ended June 30, 2007. The dividend, if declared
and approved as above, would result in cash outflow of Rs. 34.90 crores
including tax on dividend of Rs. 5.07 crores.
OPERATIONS
The improvement in the operating results continued during the year
under review which is reflected in the financial results. The net sales
of the Company for the year under review increased to Rs. 766.80 crores
as compared to Rs. 571.74 crores in the previous year, registering a
growth of 34 %. The operating profit grew by 119 %, from Rs. 152.99
crores in the previous year to Rs. 334.47 crores in the year under
review. The net profit registered a growth of 211 % over the previous
year.
After payout of dividend, as recommended by the Board and tax thereon,
the balance carried forward in the P & L account is Rs. 112.97 crores.
FINANCE
The continuous emphasis on efficient fund management coupled with the
stable operations and growth in cement demand during the past couple of
years has enabled the Company to wipe out the balance accumulated
losses of Rs. 44.90 crores and repay its entire outstanding debt of Rs.
107.93 crores during the year under review. As a consequence thereof,
finance charges reduced from Rs. 25.34 crores during the year ended
June 30, 2006 to Rs. 6.61 crores during the year under review.
DIRECTORS
Mr. K. Swaminathan, nominee of ICICI Bank Limited, resigned from the
Board on August 2, 2006. Mr. Ramen Raymandal joined the Board of
Directors on August 2, 2006 as a nominee in place of Mr. K.
Swaminathan. He resigned from the Board on December 14, 2006. The Board
wishes to place on record its appreciation of the contributions made by
Mr. K. Swaminathan and Mr. Ramen Raymandal during their respective
tenures as Director of the Company.
Mr. Akshay R. Raheja was appointed as Additional Director by the Board
at its meeting held on October 30, 2006. Mr. Akshay Raheja holds office
upto the date of the forthcoming Annual General Meeting. In this
connection, your attention is drawn to Item No. 6 of the accompanying
Notice of the Annual General Meeting.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr.
Satish B. Raheja retire by rotation at the forthcoming Annual General
Meeting and being eligible, have offered themselves for re-appointment.
As required, the requisite details of Directors seeking appointment /
re-appointment are included in the Report on Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors Responsibility Statement, the
Directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them, confirm that:
1. in preparation of the Annual Accounts for the year ended June 30,
2007, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on June 30, 2007 and of the profit of the Company for
the year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended June 30, 2007 on
a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219 (1) (b) (iv) of the
Companies Act, 1956, the Annual Report and Accounts are being sent to
all the shareholders excluding the aforesaid information. Any
shareholder interested in obtaining a copy of the statement may write
to the Companys Registered Office at Hyderabad or to its Corporate
Office at Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Companys Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
have given their consent for re-appointment. A certificate from the
Auditors has been received to the effect that their re- appointment, if
made, would be within the prescribed limits under Section 224 (1B) of
the Companies Act, 1956.
COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Companys Cost Records in
respect of cement for the year ended June 30, 2007 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
assistance and co-operation extended by various Central and State
Government departments/agencies, financial institutions and banks. The
Directors wish to thank the shareholders for their continued support to
the Company.
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees, which has largely contributed to
the present growth of the Company.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place : Mumbai
Date : July 3, 2007
Jun 30, 2006
The Directors present the Fourteenth Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2006.
OPERATING RESULTS
The financial performance of the Company for the year ended June 30,
2006 is given below :
2005-06 2004-05
Rs. Lakhs Rs. Lakhs
Sales 67,818 52,943
Less : Excise duty 10,654 8,955
Net Sales 57,164 43,988
Other income 227 212
57,391 44,200
Expenditure 42,093 34,028
Operating Profit 15,298 10,172
Exchange gain/(loss) on restatement of foreign
currency loans (396) 377
Profit before finance charges &
depreciation/amortisation 14,902 10,549
Finance charges 2,535 3,085
Profit before depreciation/amortisation 12,367 7,464
Depreciation 3,073 3,006
Amortisation 229 430
Profit before tax 9,065 4,028
Provision for taxation (906) (121)
Provision for fringe benefit tax (33) (25)
Deferred, tax (1,918) (1,300)
Net Profit 6,208 2,582
OPERATIONS
Production of clinker and cement registered a growth of 8% and 10%
respectively for the year under review. The Company produced 22.02
lakh tonnes of clinker and 21.60 lakh tonnes of cement during the year
ended June 30, 2006, as against 20.41 lakh tonnes of clinker and 19.68
lakh tonnes of cement produced during the year ended June 30, 2005.
As a result of the above, there was a 50% rise in operating profit from
Rs. 10,172 lakhs in the previous year to Rs. 15,298 lakhs in the year
under review. After providing for taxes, the Company earned a net
profit of Rs. 6,208 lakhs during the year as against Rs. 2,582 lakhs
for the previous year.
FINANCE
Growth in volumes, higher cement prices, optimising realisations and a
consistent check on costs enabled the Company to improve its margins
and consequently reduce its debt. The Company repaid high-cost debt of
about Rs. 12,916 lakhs during the year under review. Despite, firming
up of interest rates, efficient management of funds resulted in the
reduction of finance charges from Rs. 3,085 lakhs for the year ended
30.6.2005 to Rs. 2,535 lakhs during the year ended 30.6.2006.
DIRECTORS
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja and Mr.
Aziz H. Parpia retire by rotation at the forthcoming Annual General
Meeting and being eligible have offered themselves for re-appointment.
As required, the requisite details of Directors seeking reappointment
are included in the Report on Corporate Governance.
Mr. M. Chhabra holds office as Managing Director of the Company for a
period of five years with effect from August 25, 2003. Subject to the
requisite approvals, the remuneration payable to Mr. Chhabra is
proposed to be revised and is recommended for approval by the members.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors' Responsibility Statement, die
Directors confirm that:
1. in preparation of the Annual Accounts for the year ended June 30,
2006, the applicable Accounting Standards have been followed and there
has been no material departure;
2. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, So as to give a true and fair view of the state of affairs of
the Company as on June 30, 2006 arid of the profit of the Company for
the year ended on that date;
3. they have taken proper and sufficient care to the best of their
knowledge 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;
4. they have prepared the accounts for the year ended June 30, 2006 on
a going concern basis.
PARTICULARS OF EMPLOYEES
Pursuant, to the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
the particulars are given in the statement which forms part of this
Report. However, as per provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Directors' Report is being sent to the
shareholders excluding the aforesaid information. Any shareholder
interested in obtaining a copy of the statement may write to the
Company's Registered Office at Hyderabad or to its Corporate Office at
Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is given in the Annexure `A' forming part of this Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company's Auditors confirming compliance is set out in the
Annexure forming part of this Report.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
have given their consent for re-appointment. A certificate from the
Auditors has been received to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 224(1) of the
Companies Act, 1956,'
COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the Company's Cost Records in
respect of cement for the year ended June 30, 2006 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
assistance and co-operation extended by various Central and State
Government departments/agencies, financial institutions and banks. The
Directors wish to thank the shareholders for their continued support to
the Company.
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees, which has largely contributed to
the present growth of the Company.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place : Mumbai
Date : July 25, 2006
ANNEXURE `A' TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption
RESEARCH AND DEVELOPMENT (R & D)
1. Specific areas in which R & D carried out by the Company
Use of Mineralizer in pyro-processing.
2. Benefits derived as a result of the above R & D
Reduced Gypsum consumption.
Reduced energy consumption.
3. Future plan of action
Exercise to reduce the energy consumption.
Production of Mineralized clinker.
Installation of membrane filter bags in bag house.
Expenditure on R & D
2005-2006 2004-2005
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.84 4.75
Total R & D expenditure as percentage of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
Absorbing and adapting relevant technology.
Indigenous development of imported spares.
2. Benefits derived as a result of the above efforts
Improvement in the existing process and productivity.
Cost Reduction.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans.
The company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used and earned
2005-2006 2004-2005
Rs. Lakhs Rs. Lakhs
CIF value of imports 815.86 1842.80
Expenditure in foreign currency 1210.30 1338.88
Earning in foreign currency 123.59 148.66
Jun 30, 2005
The Directors present the Thirteenth Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2005.
OPERATING RESULTS
The financial performance of the Company for the year ended June 30,
2005 is given below :
2004-05 2003-04
Rs. Lakhs Rs. Lakhs
Sales 52,943 46,384
Less: Excise duty 8,955 8,315
Net Sales 43,988 38,069
Other income 589 360
44,577 38,429
Expenditure 34,028 30,234
Operating Profit 10,549 8,195
Interest & other charges 2,084 2,525
Lease Rentals 1,001 1,634
Gross Profit/(Loss) 7,464 4,036
Depreciation 3,006 2,881
Amortisation 430 388
Profit/(Loss) before tax 4,028 767
Provision for Taxation (121) (1)
Provision for Fringe Benefit Tax (25) -
Deferred Tax (1,300) (1,360)
Net Profit/(Loss) 2,582 (594)
During the year ended June 30, 2005, the Company produced 20.41 lakh
tonnes of clinker and 19.68 lakh tonnes of cement as against 20.76 lakh
tonnes of clinker and 19.93 lakh tonnes of cement produced during the
year ended June 30,2004. The sale of cement and clinker was 23.98 lakh
tonnes during the year under review as compared to 22.79 lakh tonnes
during the previous year, registering a growth of 5.2%.
Arising out of this increased business volume, there was a 16% rise in
income leading to operating profit of Rs. 10,549 lakhs. After providing
for taxes, the year ended with a net profit of Rs. 2,582 lakhs as
against a net loss of Rs. 594 lakhs for the previous year.
FINANCE
Effective fund planning and strategic sourcing enabled the Company to
keep the interest and finance costs lower than the level of previous
year. Finance charges reduced from Rs. 4,159 lakhs in 2003-04 to Rs.
3,085 lakhs in the year under review, a reduction of 25.8%. The Company
is current on its loan and interest obligations.
DIRECTORS
Mr. Sridhar Sampath resigned from the Board on November 29, 2004 and
Mr. Christian Venderby resigned on December 3, 2004. The Board wishes
to place on record its appreciation of the valuable contributions made
by them during their tenure as Directors.
Mr. K. Swaminathan joined the Board of Directors on May 12, 2005 as a
nominee of ICICI Bank Ltd. in place of Mr. S. Khasnobis. The Board
wishes to welcome Mr. Swaminathan and place on record its appreciation
of the contribution made by Mr. Khasnobis during his tenure as a
Director of the Company.
Mr. Vijay Aggarwal was re-appointed as Alternate Director to Mr. Satish
B. Raheja on September 14, 2004.
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia and
Mr. Satish B. Raheja retire by rotation at the forthcoming Annual
General Meeting and being eligible have offered themselves for
re-appointment. As required, the details concerning the Directors are
included in the Corporate Governance Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company's Auditors confirming compliance is set out in the
Annexure forming part of this Report.
DISCLOSURE OF PARTICULARS
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, are given in the
statement which forms part of this Report. However, as per provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
and Accounts are being sent to all the shareholders excluding the
aforesaid information. Any shareholder interested in obtaining a copy
of the statement may write to the Company's Registered Office at
Hyderabad or to its Corporate Office at Mumbai.
As required under Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information relating to conservation of energy*
technology absorption and foreign exchange earnings and outgo is given
in Annexure `A' forming part of this Report.
PERSONNEL
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees. Industrial relations continued to
remain cordial throughout the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors' Responsibility Statement, the
Directors confirm that:
1. in preparation of the accounts for the year ended June 30, 2005, the
applicable Accounting Standards have been followed alongwith proper
explanation relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as on June 30,2005 and of the profit or loss of the
Company for the year ended on that date;
3. the Directors have taken proper and sufficient care 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;
4. the Directors have prepared the accounts for the year ended June
30, 2005 on a going concern basis.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, 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 prescribed limits under Section 224(1) of the Companies
Act, 1956.
COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the Company's Cost Records in
respect of cement for the year ended June 30, 2005 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
continued assistance, support and co-operation extended by various
Central and State Government departments/agencies, financial
institutions and banks. Lastly, the Directors wish to sincerely thank
all the shareholders for their continued support.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place : Mumbai
Date : July 26, 2005
ANNEXURE `A' TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
B. TECHNOLOGY ABSORPTION
(a) Efforts made in technology absorption as per Form B:
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption
RESEARCH AND DEVELOPMENT (R & D)
1. Specific areas in which R & D carried out by the Company
- Increased use of phospho gypsum in place of Mineral Gypsum.
- Use of Neutral Gypsum.
- Health Audit of all major equipments by Original Equipment
Manufacturer.
2. Benefits derived as a result of the above R & D
- Reduced Gypsum consumption.
- Reduced energy consumption.
- Improved reliability of equipments.
- Cost savings.
3. Future plan of action
- Exercise to reduce the energy consumption.
- Installation of membrane filter bags in bag house.
- Upgradation of Roller Press gearbox with new planetary gearbox.
- Further improvement in brick lining pattern.
4. Expenditure on R & D
2004-2005 2003-2004
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.75 4.65
Total R & D expenditure as percentage
of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
- Absorbing and adapting latest technology in maintenance system.
- Indigenous development of imported spares.
- Technical interaction with expert technologists from world renowned
cement machinery manufacturers.
- Continuous update of machinery product and services.
2. Benefits derived as a result of the above efforts
- Improvement in the existing process and productivity.
- Cost reduction.
- Knowledge of updated technology.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans.
- The Company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used and earned
2004-2005 2003-2004
Rs. Lakhs Rs. Lakhs
CIF value of imports 1842.80 732.37
Expenditure in foreign currency 1338.88 1007.14
Earning in foreign currency 148.66 197.45
Jun 30, 2004
The Directors present the Twelfth Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2004.
OPERATING RESULTS
During the year ended June 30, 2004, the Company produced 20.76 lakh
tonnes of clinker and 19.93 lakh tonnes of cement as against 18.19 lakh
tonnes of clinker and 19.28 lakh tonnes of cement produced during the
year ended June 30, 2003. The sale of cement and clinker was 22.79 lakh
tonnes during the year under review as compared to 19,99 lakh tonnes
during the previous year, registering a growth of 14%.
The financial performance of the Company for the. year ended June 30,
2004 is given below :
2003-04 2002-03
Rs. Lakhs Rs. Lakhs
Sales 46,384 39,625
Less : Excise duty 8,315 7,131
Net Sales 38,069 32,494
Other income 455 158
38,524 32,652
Expenditure 30,329 27,303
Operating Profit 8,195 5,349
Interest & other charges 2,525 3,698
Lease Rentals 1,634 1,875
Profit/(Loss) before
Depreciation/Amortisation 4,036 (224)
Depreciation 2,881 3,039
Amortisation 388 427
Profit/(Loss) for the year before tax 767 (3,690)
Provision for current tax (1) (1)
Deferred tax (1,360) 569
Net Profit/(Loss) (594) (3,122)
Effective cost reduction measures, savings in finance charges, higher
productivity and sales and better realisations have resulted in the
Company earning a profit before tax of Rs. 767 lakhs as against a loss
before tax of Rs. 3,690 lakhs in the previous year. However, after
providing for current tax and reversal of deferred tax asset, there has
been a net loss of Rs. 594 lakhs for the year under review as against a
net loss of Rs. 3,122 lakhs for the previous year.
FINANCE
During the year, the Company repaid the final instalment of Debentures
of Rs. 1,402 lakhs. Interest and finance charges at Rs. 4,159 lakhs
during the year under review were lower by 25.4% from Rs. 5,573 lakhs
in the previous year. Better negotiation of interest rates and working
capital management enabled the Company to reduce its finance charges.
DIRECTORS
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja and Mr.
Aziz H. Parpia retire by rotation at the forthcoming Annual General
Meeting and being eligible have offered themselves for re-appointment.
As required, the details concerning the Directors are included in the
Corporate Governance Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company's Auditors confirming compliance is set out in the
Annexure forming part of this Report.
DISCLOSURE OF PARTICULARS
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, are given in the
statement which forms part of this Report. However, as per provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
and Accounts are being sent to all the shareholders excluding the
aforesaid information. Any shareholder interested in obtaining a copy
of the statement may write to the Company's Registered Office at
Hyderabad or to its Corporate Office at Mumbai.
As required under Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given
in Annexure `A' forming part of this Report.
PERSONNEL
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees. Industrial relations continued to
remain cordial throughout the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, relating to Directors' Responsibility Statement, the
Directors confirm that:
1. in preparation of the accounts for the year ended June 30, 2004, the
applicable Accounting Standards have been followed alongwith proper
explanation relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as on June 30, 2004 and of the profit or loss of the
Company for the year ended on that date;
3. the Directors have taken proper and sufficient care 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;
4. the Directors have prepared the accounts for the year ended June 30,
2004 on a going concern basis.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, 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 prescribed limits under Section 224 (1) of the Companies
Act, 1956.
COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 233B of the Companies Act, 1956, the Company's Cost Records in
respect of cement for the year ended June 30, 2004 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place oil record their appreciation of the
assistance, support and co-operation extended by various Central and
State Government departments/agencies, financial institutions and
banks. Lastly, the Directors wish to sincerely thank all the
shareholders for their continued support.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place : Mumbai
Date : September 16, 2004
ANNEXURE `A' TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT (R&D)
1. Specific areas in which R&D carried out by the Company
Use of Phospho Gypsum in place of Mineral Gypsum.
2. Benefits derived as a result of the above R&D
Reduced Gypsum consumption.
Cost savings.
3. Future plan of action
Exercise to reduce the energy consumption.
Installation of membrane filter bags in bag house.
Installation of new fly-ash feeding system in cement mills.
Upgradation of Roller Press gearbox with new planetary gearbox.
Further improvement in brick lining pattern.
5. Further Upgradation in plant automation by WIN NT based DCS system.
Detailed studies to carry out the plant capacity enhancement.
4. Expenditure on R&D
2003-04 2002-03
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.65 4.25
Total R&D expenditure as
percentage of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
Absorbing and adapting latest technology in maintenance system like
Hexadur tyre fixing of Roller Press Hexadur rollers.
Indigenous development of imported spares.
Technical visit of engineers to the best operating plants.
Technical interaction with expert technologists from world renowned
cement machinery manufacturers.
Continuous update of machinery product and services.
2. Benefits derived as result of the above efforts
Improvement in the existing processes and productivity.
Cost reduction.
Improvement in knowledge of updated technology.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans
The Company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used and earned
2003-2004 2002-2003
Rs. Lakhs Rs. Lakhs
CIF value of Imports 732.37 839.99
Expenditure in foreign currency 1007,14 509.03
Earning in foreign currency 197.45 121.62
Jun 30, 2003
The Directors present the Eleventh Annual Report together with the
audited Accounts of the Company for the year ended June 30, 2003.
OPERATING RESULTS
During the year ended June 30,2003, the Company produced 19.28 lakh
tonnes of cement as against 20.12 lakh tonnes of cement produced during
the year ended June 30, 2002. The sale of cement and clinker was 19.99
lakh tonnes during the year under review as compared to 21.04 lakhs
tonnes during the previous year. The production and sale of cement was
lower during the year under review in comparison to the previous year,
due to extended shutdown to carry out debottlenecking and major
upgradation in the plant.
The financial performance of the Company for the year ended June 30,
2003 is given below :
2002-03 2001-02
Rs. Lakhs Rs. Lakhs
Sales & other income 39,859 42,628
Expenditure 34,510 34,371
Operating Profit 5,349 8,257
Interest & other charges 3,698 4235
Lease Rentals 1,875 1794
Profit/(Loss) before
Depreciation/Amortisation (224) 2,228
Depreciation 3,039 3,001
Amortisation 427 592
Profit/(Loss) before taxation (3,690) (1365)
Add: Provision for Taxation 1 1
Less: Deferred tax credit 569 478
Net Profit/(Loss) (3,122) (888)
During the year under review, the prices of cement remained sluggish
and in fact, for most part of the year, the prices were lower as
compared to the previous year, affecting realizations and thus
profitability. Substantial savings in finance charges, reduction in
energy consumption and other cost reduction measures could only
partially reduce the impact of the poor realisations. The Company
therefore, incurred a net loss of Rs. 3,122 lakhs as against a net loss
of Rs. 888 lakhs for the previous year.
FINANCE
During the year, the Company repaid the third instalment of Debentures.
The Company was current in its payments towards debentures and term
loan instalments to bankers and institutions which amounted to Rs.
5/953 lakhs. As part of its cost saving initiatives, the Company sought
reduction in interest rates and alongwith the repayment of term loans
and debentures, interest and other charges reduced by 8 % during the
year under review as compared with the amount of the previous year.
DIRECTORS
Mr. S. N. Shah retired as Managing Director on August 24, 2003. The
Board wishes to place on record its appreciation of the valuable
contributions made by Mr. Shah during his tenure with the Company and
wishes him good luck.
The Board at its Meeting held on July 28, 2003, has appointed Mr. M.
Chhabra as Managing Director of the Company for a period of five years
with effect from August 25, 2003. In this connection, your attention is
drawn to Item No. 5 of the accompanying Notice of the Annual General
Meeting to be held on December 16, 2003.
Mr. Jesper Horsholt resigned from the Board during July 2003. The Board
wishes to place on record its appreciation of the contribution made by
Mr. Horsholt during his tenure as Director. Mr. Christian Vender by was
appointed as Director on the Board on July 28, 2003 in the casual
vacancy caused by the resignation of Mr. Horsholt.
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh Kapadia and Mr.
Satish Raheja retire by rotation at the forthcoming Annual General
Meeting and being eligible have offered themselves for re-appointment.
As required, the details concerning the Directors are included in the
Corporate Governance Report.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company's Auditors confirming compliance is set out in the
Annexure forming part of this report.
DISCLOSURE OF PARTICULARS
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, are given in
the statement which forms part of this Report. However, as per
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders
excluding the aforesaid information. Any shareholder interested in
obtaining a copy of the statement may write to the Company's Registered
Office at Hyderabad or to its Corporate Office at Mumbai.
As required under Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given
in Annexure 'A' forming part of this Report.
PERSONNEL
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees. Industrial relations continued to
remain cordial throughout the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, relating to Directors' Responsibility Statement, the
Directors confirm that:
1. in preparation of the accounts for the year ended June 30, 2003, the
applicable Accounting Standards have been followed alongwith proper
explanation relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as on June 30, 2003 and of the profit or loss of the
Company for the year ended on that date;
3. the Directors have taken proper and sufficient care 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;
4. the Directors have prepared the accounts for the year ended June 30,
2003 on a going concern basis.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, 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 prescribed limits under section 224 (1) of the Companies
Act, 1956.
COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 233 B of the Companies Act, 1956, the Company's Cost Records in
respect of cement for the year ended June 30, 2003 are being audited by
Cost Auditors, M/s. N.I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
assistance/support and co-operation extended by various Central and
State Government departments/agencies, financial institutions and
banks. Lastly, the Directors wish to sincerely thank all the
shareholders for their continued support.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place : Mumbai
Date : September 25, 2003
ANNEXURE `A' TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION Of ENERGY
(a) Energy conservation measures taken
Following modifications were carried out during the year 2002-2003 for
improving the productivity and reducing the specific power consumption
and specific heat consumption
* Modification of Raw Mills Fan inlet dueling to reduce the pressure
drop.
* Installation of variable speed drive for bag house reverse air fan.
* Modification of Kiln Retainer ring and tip casting pattern.
* Installation of hot air oven in Cement Mills.
* Optimisation of Packers by increasing the speed.
* Increased production of Blended Cement.
* Use of Phospho Gypsum.
* Optimisation and regular monitoring of key process parameters on
daily basis.
(b) Additional investment and proposals, if any, being implemented for
reduction of consumption of energy Proposed modifications and capacity
enhancement
* Development of full-fledged facility for Fly-ash evaluation and
application.
* Regrading of Cement Mill grinding media.
(c) Impact of measures for reduction of energy consumption and
consequent impact on the cost of production of goods
* The above measures have resulted/will result in savings in the
consumption of fuel, power and increase in production, ultimately
resulting in savings in the cost of production.
(d) Total energy consumption and energy consumption per unit of
production as per Form A in respect of industries specified in the
Schedule:
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT (R & D)
1. Specific areas in which R&D carried out by the Company
* Increasing the grate cooler clinker bed height.
2. Benefits derived as a result of the above R&D
* Increased heat recuperation.
* Cost savings.
3. Future plan of action
* Studies to increase capacity by equipment debottlenecking.
* Continuation of identification of potential thrust areas for
improvement in process.
* Upgrading of Bag house for handling increased volume of gas.
* Direct feeding of fly ash to Cement Mill separators for production of
blended cement.
* Higher capacity fly-ash storage silo.
* Installation of bag diverters for greater flexibility in packing and
despatch of different grades of cement.
* Upgrading of plant automation system by Windows NT based DCS system.
* Continuation of the present work in R&D for improvement in process in
various areas.
4. Expenditure on R&D
2002-03 2001-02
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.25 3.94
Total R&D expenditure as
percentage of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
* Indigenous development of imported spares.
* Learning new technology by regular interaction with expert
technicians from world-renowned cement machinery manufacturers.
* Analysing feedback from users to improve products & services.
2. Benefits derived as result of the above efforts
* Improvement in the existing processes and productivity.
* Cost reduction.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans
* The Company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used and earned
2002-2003 2001-2002
Rs. Lakhs Rs. Lakhs
CIF value of Imports 839.99 396.28
Expenditure in foreign currency 509.03 626.31
Earning in foreign currency 121.62 145.36
Jun 30, 2002
The Directors present the Tenth Annual Report together with the audited
Accounts of the Company for the year ended June 30, 2002.
OPERATING RESULTS
During the year ended June 30, 2002, the Company produced 20, 11, 888
tonnes of cement thereby achieving a capacity utilisation of 100.6 % as
against 89.9 % achieved during the 15-month period ended June 30, 2001.
The sale of cement and clinker at 21, 03, 893 tonnes during the year
under review is higher by 13.0 % as compared to the previous period on
an annualized basis.
The financial performance of the Company for the year ended June 30,
2002 is given below:
12 months 15 months
ended ended
30.6.2002 30.6.2001
Rs. Lakhs Rs. Lakhs
Sales & other income 42, 628 48, 243
Expenditure 34, 372 37, 620
Operating Profit 8, 256 10, 623
Finance Charges 6, 028 8, 169
Gross Profit 2, 228 2, 454
Depreciation 3, 001 3, 553
Amortisation 592 570
Provision for Taxation 1 1
(1, 366) (1, 670)
Deferred tax credit 478
Net Profit / (Loss) (888) (1, 670)
During the year under review, the prices of cement remained quite
subdued. For most part of the year, the prices were lower as compared
to the previous period. Due to this, inspite of an increase in sales by
13 %, the sales realizations were lower than in the previous period.
However, due to repayment of loans and reduction in interest rates
achieved during the year, the finance charges at Rs. 6, 028 lakhs have
come down by Rs. 507 lakhs, when compared with the annualized amount of
the previous period. Depreciation and amortisation charges were higher
as compared to the previous period.
Due to a combination of the above factors, the Company incurred a net
loss of Rs. 888 lakhs as against a net loss of Rs. 1, 670 lakhs for the
previous period of 15 months.
FINANCE
During the year, the Company repaid the second instalment of Debentures
of Rs. 1, 402 lakhs and there has been a net reduction of other loans
by Rs. 2, 139 lakhs. Thus, the Company reduced its borrowings by Rs. 3,
541 lakhs resulting in lowering of interest cost.
DIRECTORS
Mr. Peter G. Christiansen resigned from the Board on January 31, 2002.
The Board wishes to place on record its appreciation of the
contribution made by Mr. Christiansen during his tenure as Director.
Mr. Jesper Horsholt was appointed as Director on the Board on January
31, 2002 in the casual vacancy caused by the resignation of Mr.
Christiansen.
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Jesper Horsholt and Mr.
Sridhar Sampath retire by rotation at the forthcoming Annual General
Meeting and being eligible have offered themselves for re-appointment.
As required, the details concerning the Directors are included in the
Report on Corporate Governance.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance together with a certificate
from the Company's Auditors confirming compliance is set out in the
Annexure forming part of this report.
DISCLOSURE OF PARTICULARS
Information as per section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, are given in
the statement which forms part of this Report. However, as per
provisions of section 219 (1) (b) (iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders
excluding the aforesaid information. Any shareholder interested in
obtaining a copy of the statement may write to the Company's Registered
Office at Hyderabad or to its Corporate Office at Mumbai.
As required under section 217 (1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given
in Annexure 'A' forming part of this Report.
PERSONNEL
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees. Industrial relations continued to
remain cordial throughout the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, relating to Directors' Responsibility Statement, the
Directors confirm that:
1. in preparation of the accounts for the year ended June 30, 2002, the
applicable Accounting Standards have been followed alongwith proper
explanation relating to material departures;
2. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company as on June 30, 2002 and of the profit or loss of the
Company for the year ended on that date;
3. the Directors have taken proper and sufficient care 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;
4. the Directors have prepared the accounts for the year ended June 30,
2002 on a going concern basis.
AUDITORS
The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, 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 prescribed limits under section 224 (1) of the Companies
Act, 1956.
COST AUDIT
As per the requirement of the Central Government and pursuant to
section 233 B of the Companies Act, 1956, the Company's Cost Records in
respect of cement for the year ended June 30, 2002 are being audited by
Cost Auditors, M/s. N. I. Mehta & Co.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
assistance, support and co-operation extended by various Central and
State Government departments / agencies, financial institutions and
banks. Lastly, the Directors wish to sincerely thank all the
shareholders for their continued support.
ANNEXURE 'A' TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES. 1988
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken
Following modifications were carried out during the year 2001 - 2002
for improving the productivity and reducing the specific power
consumption and specific heat consumption
> Optimisation of dam ring height in Raw Mill.
> Installation & operation of reject bucket elevator in Coal Mill.
> Installation of variable speed drive for Cement Mill ESP Fans.
> Optimisation and regular monitoring of key process parameter on daily
basis.
(b) Additional investment and proposals, if any, being implemented for
reduction of consumption of energy Proposed modifications and capacity
enhancement
> Tipping of preheater and bag house fans for increase of volumetric
flow rate.
> Installation of Deep Pan Conveyor of higher capacity.
> Regrading of Cement Mill grinding media.
> Installation of variable speed drive for primary Air fan.
(c) Impact of measures for reduction of energy consumption and
consequent impact on the cost of production of goods
> The above measures have resulted/will result in savings in the
consumption of fuel, power and increase in production, ultimately
resulting in savings in the cost of production.
(d) Total energy consumption and energy consumption per unit of
production as per Form A in respect of industries specified in the
Schedule:
Form for disclosure of particulars with respect to conservation of
energy.
(A) POWER AND FUEL CONSUMPTION
2001-2002 2000-2001
12 months 15 months
1. Electricity
a) Purchased Nil Nil
b) Own Generation
i) Through Diesel Generators
Net units (lakh - KwH) 1770.50 2079.89
Units Per Ltr. of Furnace
Oil / Diesel (KwH) 4.10 4.16
Cost / Unit (Rs. / KwH) 3.05 3.01
ii) Through Steam
Turbine / Generator Nil Nil
2. Coal (A to D grade
used in Kiln)
Quantity (Tonnes) 293169 344934
Total Cost (Rs. lakhs) 4894.19 5038.77
Average Rate (Rs.) 1669.41 1460.79
3. Furnace Oil
Quantity (K. Ltrs.) 45247 52354
Total cost (Rs. lakhs) 4542.08 5365.43
Average Rate (Rs. / K. Ltr.) 10038.52 10248.37
4. High Speed Diesel
Quantity (K. Ltrs.) 627 1145
Total cost (Rs. lakhs) 94.24 182.15
Average Rate (Rs. / K. Ltr.) 15030.48 15908.30
5. Others I Internal Generation Nil Nil
(B) CONSUMPTION PER UNIT OF PRODUCTION
Electricity (KwH / T of Cement) 81.21 85.84
HSD/FO (Ltr. / T of Clinker) 0.33 0.50
Coal (Percentage of Clinker) 15.54 16.31
B. TECHNOLOGY ABSORPTION
(e) Efforts made in technology absorption as per Form B (See Rule 2)
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT ( R & D)
1. Specific areas in which R&D carried out by the Company
> Coarser grinding of raw meal for increasing Raw Mill output.
2. Benefits derived as a result of the above R&D
> Increased production of cement.
> Savings in cost of production.
3. Future plan of action
> To increase production capacity by balancing equipments.
> Continuation of the present work in R&D for improvement in process in
various areas.
4. Expenditure on R&D
2001-02 2000-01
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 3.94 4.81
Total R&D expenditure as
percentage of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
> Indigenous development of imported spares.
> Adapting new technology by regular interaction with expert
technicians from world-renowned cement machinery manufacturers.
> Analysing feedback from users to improve products & services.
2. Benefits derived as result of the above efforts
> Improvement in the existing processes and productivity.
> Cost reduction.
> Reduction in power consumption per tonne of cement.
> Reduction in coal consumption as percentage of production of clinker.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans
> The Company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used and earned
2001-2002 2000-2001
CIF value of Imports 396.27 711.28
Expenditure in foreign currency 6.00 1250.20
Earning in foreign currency 145.36 29.68
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Place: Mumbai
Date: September 30, 2002
Jun 30, 2001
The Directors present the Ninth Annual Report and the audited Accounts
of the Company for the 15-month period ended June 30, 2001.
OPERATING RESULTS
As you are aware, the Company's financial year 2000-01 was extended to
the 15-month period from April 1,2000 to June 30, 2001.
During the 15-month period ended June 30, 2001, the Company produced
22,47,795 tonnes of cement thereby achieving 90 % of its installed
capacity. The sale of cement and clinker was 23,27,581 tonnes during
the period.
The financial performance of the Company for the period ended June 30,
2001 is given below :
15 months 12 months
ended ended
30.6.2001 31.3.2000
Rs. Lakhs Rs. Lakhs
Sales & other income 48,298 35,037
Expenditure 37,675 28,805
Operating Profit 10,623 6,232
Finance Charges 8,169 5,861
Gross Profit 2,454 371
Depreciation 3,553 2,786
Amortisation 570 371
Provision for Taxation 1 1
Net Loss (1,670) (2,787)
FINANCE
An unsecured, interest free, loan of Rs.4,128 lakhs advanced from time
to time by Mr. Rajan B. Raheja, an Indian Promoter, was utilised for
preferential issue of equity shares of the face value of Rs.10/- each,
at par, during the period under review. The Directors wish to confirm
that the money raised through this preferential issue has been utilised
for the purpose stated in the Notice of Extra-ordinary General Meeting
to the shareholders dated September 18, 2000.
The Company wishes to thank its term lenders for their support in
rephasement of term loans advanced by them and in reduction of interest
rates. The full impact of this will be reflected from the next year.
MANAGEMENT DISCUSSION & ANALYSIS :
Financial performance and operational performance The sale of cement
and other income for the current period of 15 months ended June 30,
2001, has gone up to Rs. 48,298 lakhs from Rs. 35,037 lakhs for the
previous year (12 months) which works out to an annualised increase of
10.3%. This has been achieved mainly due to increase in selling price
in the later part of the current period and higher quantity of cement
sold.
To improve its financial position, the Company had introduced an
Economy Drive to exercise control on various expenses. This has shown
positive results. Inspite of steep increase in prices of furnace oil,
coal, royalty and freight expenses, the total expenses have gone up
from Rs. 28,805 lakhs for the previous year to Rs. 37,675 lakhs during
the current period, which works out to increase of only 4.64 % on an
annualised basis.
As a result of the above, it is heartening to note that the operating
profit for the current period at Rs. 10,623 lakhs is higher by 36.4%
over the previous year on an annualised basis. However, there was a
steep increase in finance charges (comprising of interest and lease
rentals) which works out to 11.5% on an annualised basis as compared to
the previous year.
The Company recorded a cash profit of Rs. 2,454 lakhs for the current
period against Rs. 371 lakhs for the previous year. However, after
providing for depreciation and amortisation, there has been a net loss
of Rs. 1,670 lakhs for the period as against loss of Rs. 2,787 lakhs
for the preceding year.
At the time of issuing its Prospectus (December 1994), the outlook for
the cement industry was very encouraging. Based on various reliable
data available then, it was estimated that for the twelve months ended
March 31, 2001, the Company would be able to make a net profit of Rs.
6,216 lakhs. However, in view of the reasons stated above, the
Company's results are at variance from what was stated in the
Prospectus.
Sector outlook :
The prospects for the Cement Industry appear to be bright in the long
term. The per capita consumption of cement at 96 kg is one of the
lowest in the world. In view of the country's large population, even a
small increase in the consumption rate can fuel demand.
With substantial fiscal incentives provided to the housing sector in
the Union Budget 2001-02, there is already an appreciable improvement
in demand. This demand will get a further boost in the near future due
to a very good monsoon which has been widespread in all parts of the
country. Last year, while there was a severe drought in three states
viz. Rajasthan, Gujarat and Madhya Pradesh, this year, so far, these
States have received satisfactory rainfall. Similarly, in Uttar
Pradesh, which is a major market for your Company, the rainfall has
been satisfactory. This will certainly increase demand for rural
housing.
Various schemes announced by the Central Government for infrastructural
development are being implemented surely but slowly. In particular, the
Golden Quadrilateral Highway Project, announced by the Government of
India has already taken off and this will improve the demand for cement
substantially in the surrounding regions.
The additional capacities being installed, particularly in the Southern
and the Western parts of the country, are a cause of concern in the
short term. However, there are no major capacity additions taking place
in and around Central Zone where your Company's plant is situated and
hence companies in this area would be in better position in the short
term also.
Internal Control System :
Right from inception, the Company has introduced a detailed Internal
Control System. At the Plant, the latest Enterprise Resource Planning
(ERP) package from Ramco is under operation, enabling the Company to
exercise instant control on various parameters necessary for efficient
running of the Plant. For Marketing operations also, an ERP package
from Mastek, has been installed to exercise tight control on
outstandings and for quick and reliable compilation of Management
Information Reports.
The In-house Management Audit Team and the independent Internal Audit
Team continuously monitors relevant business aspects and ensures
compliance of operational and financial discipline.
An effective budget control on capital expenditure and equipment
stoppage analysis discussions at the top management level helps in
running the Plant efficiently. A detailed presentation on all business
aspects is made to the Board regularly.
Human Resources :
Your Company considers its human resources as one of its most important
assets. Considerable amount of delegation and empowerment is provided
to senior managers. At every stage, concept of "ownership" is instilled
in them to ensure full commitment and dedication. These concepts are
working very satisfactorily.
Training of personnel is an integral part of the Company's operations.
Right from level of the workers to the top management, training is
provided on a continuous basis. The Company has made arrangements with
the Central Board for Worker's Education, sponsored by the Ministry of
Labour, Government of India, to organize Employees Development
Programmes on regular basis. During the period under review, there were
nine such programmes organised for the workers covering areas like
productivity, quality, safety, time management and yoga. These
programmes have been highly appreciated by the workers and are found
very useful in performing their day to day activities.
In its endeavour to provide training to the employees who are from
families who sold their land to the Company and in order to make them
useful industrial workers, your Company has sponsored 99 such employees
to a two-year residential training scheme with a reputed specialised
institute at Kymore in Madhya Pradesh.
To introduce transparency and impartiality in measurement of
performance of the employees, Performance Management System was
introduced in November, 1998 for the executives. This is working
satisfactorily and has enthused the executives to achieve the targets
set and owned by them.
The Company enjoys cordial relations with the employees.
Safety and Welfare Measures :
The Company continues to maintain high level of awareness towards
safety and welfare of the employees. Regular training programmes are
conducted to educate and train them about safe work practices. Meetings
of safety committee and fire drills are held regularly. These efforts
towards safety have enabled the Company to win various prizes from the
Director of Mines Safety, Jabalpur Region. Cultural programmes and
festive celebrations are organised for the benefit of the employees and
their family members. Recreation and sports facilities have been
provided at the housing colony.
The Company's commitment to safety and welfare extends much beyond the
above. It is the aim of the Company to improve quality of life in the
surrounding areas on an ongoing basis. Towards this end, programmes in
health care, immunization for polio, provision of drinking water and
improved educational facilities are provided.
A series of Health Programme titled "Aahaar, Vihaar, Aachaar, Vichaar"
based on yogic principles, were held which were attended by about 1,800
persons from the plant, colony, and nearby villages, including by
ladies and children. About 35,000 patients including employees, their
families and people residing in the nearby villages were treated at the
Company's well equipped Medical Centre at the Plant.
Environment :
The Company is committed to provide a very healthy pollution-free
environment to its employees, their families and to the villagers
residing in surrounding areas. It has installed very sophisticated
pollution control equipment to meet the international standards. Tree
plantation is a regular activity. Developing abandoned mine areas into
water reservoirs, fruit garden and picnic spot helps in improving
overall surroundings.
Our sincere dedication and commitment to the cause of safety was well
rewarded during the "Mines Safety Week-2000", conducted by Director
General of Mines Safety, Jabalpur Region where the Company secured
following prizes :
1. Use of Explosives &
Dust Supervision 1st Prize
2. Safety Provision and Organisation 1st Prize
3. First Aid Competition 1st Prize
4. House Keeping 3rd Prize
5. Standard of Working 3rd Prize
Five workers were awarded prizes in the Trade Test Competition.
Cautionary Statement :
Forward-looking statements are based on certain assumptions and
expectations of future events. The Company cannot guarantee that these
assumptions and expectations are accurate or will be realised by the
Company. Actual results could differ materially from those expressed or
implied.
The Company assumes no responsibility to publicly amend, modify or
revise any forward-looking statements, on the basis of any subsequent
developments, information or events.
DIRECTORS
In accordance with requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan B. Raheja, Mr. Aziz
H. Parpia and Mr. Satish B. Raheja retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered
themselves for re-appointment.
Mr. Palle O. Joergensen resigned from the Board on December 20, 2000.
The Board wishes to place on record its high appreciation of the,
contribution made by Mr. Joergensen during his tenure as Director and
in particular at the crucial stage of construction of the Plant.
DISCLOSURE OF PARTICULARS
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, are given in
the statement which forms a part of this Report. However, as per
provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders
excluding the aforesaid information. Any shareholder interested in
obtaining a copy of the statement may write to the Company's Registered
Office at Hyderabad or to its Corporate Office at Mumbai.
Information as per Section 217 (1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in Annexure
'A' forming part of this Report.
PERSONNEL
The Board wishes to place on record its appreciation of sincere and
dedicated work of all the employees. Industrial relations continued to
remain cordial throughout the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, the
Directors' confirm that:
i. in preparation of the accounts for the 15-month period, the
applicable Accounting Standards have been followed alongwith proper
explanation relating to material departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at the end of the 15-month period and of the
profit or loss of the Company for that period;
iii. the Directors have taken proper and sufficient care 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;
iv. the Directors have prepared the accounts for the 15-month period on
a going concern basis.
AUDITORS
The Auditors, M/s N. M. Raiji and Co., Chartered Accountants, 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 prescribed limits under section 224 (1) of the Companies
Act, 1956.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
assistance, support and co-operation extended by various Central and
State Government departments/agencies, financial institutions and
banks.. Lastly, the Directors wish to sincerely thank all the
shareholders for their continued support.
For and on behalf of the Board of Directors
RAJAN B. RAHEJA
Chairman
Date : August 23, 2001
Place : Mumbai
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken
* Modified pressure and ventilation system, cooling towers and exhaust
systems in power plant.
* Modification of raw mill internals.
* Improved utilization of SPRS system.
* Cooler undergrate compartment sealing.
* Modification of roller hydraulics in roller press.
(b) Additional investment and proposals, if any, bring implemented tor
reduction of consumption of energy
* Installation of variable frequency
drives in primary fans.
* Optimisation of reject re-circulation system in raw mill.
* Installation of modified energy monitoring system.
(c) Impact of measures for reduction of energy consumption and
consequent impact on the cost of production of goods
* The above measures have resulted/will result in savings in the
consumption of fuel and power, ultimately resulting in savings in the
cost of production.
(d) Total energy consumption and energy consumption per unit of
production as per Form A in respect of industries specified in the
Schedule :
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT ( R & D )
1. Specific areas in which R&D carried out by the Company
* Product size control from limestone crusher for achieving higher
productivity of Raw Mill system.
2. Benefits derived as a result of the above R&D
* Increased production of cement.
* Cost savings.
3. Future plan of action
* Studies to increase capacity by balancing equipments.
* Studies to run roller press in finished mode.
* Continuation of the present work in R&D for improvement
in processes in various areas.
4. Expenditure on R&D 2000-2001 1999-2000
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.81 3.45
Total R&D expenditure as
percentage of turnover 0.01 0.01
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
* Developed in house coal mill reject handling system.
* Developed indigenously one continuous hopper level monitoring device,
* Indigenous development of imported spares.
* Learning new technology by regular interaction with expert technicians
from world-renowned cement machinery manufacturers.
* Analysing feedback from users to improve products & services.
2. Benefits derived as result of the above efforts
* Improvement in (he existing processes and productivity.
* Cost reduction.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans
* The Company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used
2000-2001 1999-2000
Rs. Lakhs Rs.Lakhs
CIF value of Imports 711.28 588.02
Expenditure in foreign currency 1250.20 1002.25
Earning in foreign currency 29.68 78.16
Mar 31, 2000
The Directors present the Eighth Annual Report and the audited Annual
Accounts of the Company for the year ended March 31, 2000.
REVIEW OF OPERATIONS : 1999-2000
Performance of the Economy :
During the year under review, the country's economy showed overall
recovery with a GDP growth of 6 %. Industrial growth at 7 % (as against
only 3.8 % last year) was encouraging and inflation (based on average
WPI) at 3.5 %, was substantially under control. Demand in the cement
industry was very buoyant achieving a growth of about 15 % over the
previous year. Growth in demand at 18% was even more impressive in
markets of our interest viz. the states of Uttar Pradesh, Bihar and
Madhya Pradesh. Consumption of cement during the year was higher by 16
% as compared to the previous year. Uttar Pradesh and Bihar recorded a
very high consumption growth at 35 %- and 20 % respectively, indicating
that demand was emerging more from the rural sector of the economy.
The cement industry which had suffered from very low demand growth in
the past few years, seized the opportunity and increased production to
match the increase in demand. Capacity utilisation during 1999-2000
went up to 87 % from 78 % in the previous year. All plants in the
Satna cluster substantially increased their capacity utilization to 95
% during 1999-2000 from 80 % during 1998-99. Consequently, incremental
supply of cement exceeded the increase in demand as a result of which,
prices remained under pressure throughout the year.
In addition to this, international oil prices increased manifold
thereby raising the cost of captive power generation to a considerable
extent. There was also an all round increase in freight expenses and
the cost, of other raw materials and PP bags. The combined effect &
spiralling cost of production, and lower sales prices resulted in
severe, erosion of margins for the entire industry.
Performance of the Company :
During the year under review, the Company successfully completed
various measures initiated in earlier years, to, increase production
and to control cost of production. Some of the major achievements are
as under :
1) Latest technology HEXADUR Rollers imported from Germany in January,
2000 were installed for one of the Roller Presses. This technology is
the first of its kind used in the country and is expected to increase
production capability and reduce power consumption. The HEXADUR
Rollers for the second Roller Press will be installed during June,
2000.
2) In order to ensure sufficient availability of power, the Company
installed a 6th D.C. Set of 6 MW during the last quarter. This will
enable the Company to make optimum use of power and thereby bring down
the cost of power.
3) In the states of Uttar Pradesh and Bihar, blended cement represents
about 40 % of the total consumption of cement. Blended cement provides
higher margins. In view of this, after meticulous planning, the
Company launched its blended cement on 31st January, 2090 under the
brand name `CHAMPION' and has been well received in the market. The
Company proposes to step up production of `CHAMPION' during 2000-01.
4) During March, 2000, the Company added one more locomotive for its
railway sidings to cope with the substantial growth in production.
This will enable the Company to despatch more cement by rail which is
an economical mode of transport for longer distances.
It may be noted that most of the above measures were completed during
the last quarter of 1999-2000. The result of these measures was
reflected immediately and in March, 2000, the Company's sale of cement
and clinker exceeded 2 lakh tonnes.
OPERATING RESULTS
During 1999-2000, the Company produced 18,04,439 tonnes of clinker
thereby achieving 90 % of installed capacity. The sale of cement and
clinker at 18,95,43,,5 tonnes during the year, was higher by 27% as
compared to the preceding year. The growth in production and sales
achieved by the Company far exceeds that of the industry as a whole and
hence the Company's performance can be considered to be satisfactory.
However, as mentioned earlier, the Company also realised very low sales
price all throughout the year as compared to the previous year.
Further, since the Company meets its entire power requirement from its
own D.G. Sets, the substantial increase in furnace oil prices by 78 %,
increased the cost of production of cement. Due to these factors, it
is unfortunate that despite efficient operational performance, the
financial performance of the Company resulted into loss.
The financial performance for the year ended March 31, 2000 is given
below :
1999-2000 1998-1999
Rs. Lakhs Rs. Lakhs
Turnover & other income 35,21 28,988
Expenditure 28,789 23,177
Operating Profit 6,232 5,811
Finance Charges 5,861 5,874
Gross Profit / (Loss) 371 (63)
Depreciation 2,786 2,691
Amortisation 371 357
Provision for taxation 1 2
Net Loss (2,787) (3,113)
At the time of preparing the Prospectus (December 1994), the outlook
for the cement industry was very encouraging. Based on various
reliable data available then, it was estimated that for the year
1999-2000, the Company would be able to make a net profit of Rs. 6,167
lakhs. In view of the reasons stated above, the Company's results are
at variance to what was stated in-the Prospectus.
FINANCE
During the year, the Company introduced various measures' to keep its
working capital under control. Inspite of growth in sales by 20.8 %,
the Company's net working capital at Rs. 3,710 lakhs is lower than Rs.
3,889 lakhs for the previous year. In fact, due to efficient
collection drive, the customers outstandings have come down to Rs.
2,330 lakhs as on 31, March, 2,000 from Rs. 2,516 lakhs as at the end
of the previous year. This, has resulted in keeping the interest cost
under control.
The Company wishes to thank State Bank of India, Bank of Baroda and
Vijaya Bank for providing adequate working capital facilities for its
smooth, operations. The Company has been regularly meeting on due
dates, all its obligations for payment of interest and term loan
instalments.
FUTURE OUTLOOK
The Union Budget for 2000-01 has provided various measures for strong
industrial growth. With political stability and the determination of
the present Government to give priority to economic development, the
"feel good" factor continues to prevail. The Budget has provided
substantial measures, for development of rural housing. "Housing for
All" has" been identified as a priority area in the agenda for
governance and the goal of providing 25 lakh dwelling units in rural
areas during 2000-01 has been fixed. Under the Indira Awas Yojana, it
is proposed to provide more than 12 lakh houses for the people below
the poverty line. For this purpose, an amount of Rs. 1,501 is being
provided in the Budget.
The National Housing Bank is expected to step up its re-finance to
banks and housing finance companies which will result in higher housing
loans. Moreover, the interest rate on housing loans is being reduced
from time to time and provision of higher deductibility of interest on
housing loan has been provided under the Income-tax Act. All these
factors are expected to result in a boom in housing activities and more
so in the rural areas. Fortunately, the Company's major sales takes
place in rural areas and hence a substantial boost in demand is
expected during the current year. As stated earlier, by taking various
actions to increase and stabilise production capabilities, the Company
is fully geared up to seize this opportunity.
With no major additional capacity being built up especially around the
markets of our interest and with anticipated high growth in demand, it
is expected that the prices also will move up, improving thereby, the
industry's and the Company's profitability.
The Company has planned all its actions in a manner that, during the
year, barring unforeseen circumstances, its production will surpass the
installed capacity of 20 lakh tonnes per annum. The Company therefore
feels that this year will prove to be a turn around year for the
Company.
CORPORATE GOVERNANCE
The Company believes in following principles and practices of good
Corporate Governance. Right from its inception, the Company has been
taking actions on its own to introduce transparency and fairness - in
its dealings with various agencies. The Company is pleased to
voluntarily furnish the following information though it becomes
mandatory to do so only from the accounting year 2001-02.
1) The Board of Directors comprises of a Non-executive Chairman, 2
Executive Directors and 8 Non-executive Directors.
Six board meetings were held during the year 1999-2000 and all the
operational and statutorily required information was placed before the
Board. All significant events were also reported to the Board.
2) The Company has set up an Audit Committee of Directors in March,
1995 comprising of three Non-executive Directors - a Chartered
Accountant (Chairman of the Committee), a Solicitor, and an ICICI
Nominee. The reports submitted by the Internal Auditors on the
operations and the financial transactions of the Company are furnished
to the Committee who deliberates the same with the Statutory Auditors,
the Internal Auditors and the Senior Management of the Company. The
findings of the Committee are reported to the Board.
3) Since March, 1995 the Company has formed a Share Transfer Committee
comprising of the Chairman, the Managing Director and two Non-executive
Directors.
4) The Directors' Report to the Shareholders provides an overall view
of the country's economy, the cement industry's performance, future
outlook, etc. besides the financial and operational information about
the Company. The report also provides information about Human Resource
Development and welfare and safety schemes for the employees and
villagers.
5) The Company has introduced an Internal Control Manual in February,
1996 which was prepared by an eminent firm of Chartered Accountants.
This manual is updated from time to time.
6) For uniform and fair personnel policy, a Personnel Manual has been
prepared for various categories of staff and executives.
HUMAN RESOURCE DEVELOPMENT
The Company continues to attach great importance to its human assets.
The Performance Management System introduced in late 1998 has settled
down very well and continues to provide all round enthusiasm and
challenge to the executives' to achieve their goals.
SAFETY AND WELFARE MEASURES
Regular training programmes are conducted to train employees for
following various safety measures. Recently, the Company has upgraded
its Medical Centre for providing better health facilities to the
employees and residents of its housing colony. There are two senior
resident doctors whose services are available round' the clock for
meeting any emergency. It has now become possible to provide regular
health check-up facility to prevent any major disease. The Company has
also been operating a full fledged Yoga centre for the employees, their
families and school children - so essential in today's stressful life.
For preventing diseases, special drives are organised from time to
time. Under the National False Polio Programme, house to house
campaigning was organised to immunise every child staying in the
housing colony. Similarly, Anti-Hepatitis B drive was conducted,
whereby vaccination was administered to employees and their families.
Special camps were, organised on Hepatitis B and AIDS to bring
awareness in the neighbouring villages about general health and
hygiene.
The Company's continued commitment to safety and welfare has enabled it
to win the first prize for Overall Performance and several other prizes
for the year 1999-2000 from the Controller General of Indian Bureau of
Mines, Jabalpur - Region. It also has won the first prize in Air
Quality Management and second prize in Noise, Vibration & Aesthetic
Beauty and Water Quality Management from the Director of Mines Safety,
Jabalpur Region. The Company also received the first prize for
"Maximum Percentage Reduction in Thermal Energy Consumption" from the
Madhya Pradesh Chamber of Cement Manufacturers.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajesh G. Kapadia, Mr.
Peter G. Christiansen and Mr. Sridhar Sampath retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered
themselves for reappointment.
The Board has, at, its Meeting held on July 31, 1999, appointed Mr. M.
Chhabra as Additional Director on the Board of the Company and as
Whole-time Director - Finance & Commercial, for a period of five years
effective August 1, 1999. In this connection, your attention is drawn
to Item, No. 6 of the accompanying Notice of the Annual General
Meeting to be held on June 20, 2000.
Mr. Martin Kristesen resigned from the Board on November 10, 1999 and
Mr. M. Shankar Narayanan resigned on December 13, 1999. The Board
wishes to place on record its appreciation of the contribution made by
them during their tenure as Directors. Mr. Sridhar Sampath was
appointed as Director on December 9, 1999 in the casual vacancy caused
by the resignation of Mr. Kristensen.
Mr. S. Khasonbis joined the Board on May 8, 2000, as a nominee of
ICICI Ltd. in place of Ms Chanda Kochhar. The Board wishes to place on
record its appreciation of the valuable guidance given by Ms. Kochhar
during her tenure as a Director of the Company.
DISCLOSURE OF PARTICULARS
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, are given in the
statement which forms part of this Report. However, as per the
provisions of Section 219 (1) (b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to all the shareholders of the
Company excluding the aforesaid information. Any shareholder
interested in obtaining a copy of the statement may write to the
Company's Registered Office at Hyderabad or to its Corporate Office at
Mumbai.
Information as per Section 217 (1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors), Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in
Annexure `A' forming part of this Report.
PERSONNEL
The Directors are very appreciative of the steps taken by its employees
to increase production and sales. Throughout the year, cordial
relations prevailed between the management and the employees.
AUDITORS
The Auditors, M/s N.M. Raiji and Co., Chartered Accountants, 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 reappointment, if made,
would be within the prescribed limits under section 224(i) of the
Companies Act, 1956.
Mar 31, 1999
The Directors present the Seventh Annual Report and the audited Annual
Accounts of the Company for the year ended March 31, 1999.
REVIEW OF OPERATIONS : 1998-99
During the year under review, the country's economy continued to pass
through a difficult phase and alongwith other industries, the cement
industry's performance also has been severely hampered. The country's
industrial growth for the year was a meagre 3.8 % as against 6.6% for
the previous year. The mining sector recorded a negative growth of
1.7% during the year, as against 5.9% for 1997-98. The manufacturing
sector, an important segment, registered a growth of 4.1% in 1998-99 as
against 6.7% in the previous year. In view of this, the mismatch between capacity creation and demand in the cement industry continued, though to a lesser extent. However, during the last quarter of 1998-99, there was a general upswing in demand and prices for cement all over the country, and in particular, in the markets of our interest.
The Company concentrated on identifying and overcoming various technical problems that existed in the plant. Having stabilised the operation of most of its plant and equipment, the Company was able to produce and sell consistently higher volumes from October, 1998 onwards. The sales during the quarter ended 31st March, 1999 was 4,55,823 tonnes which represent 31.7% of the entire year's sales. Through continuous monitoring and introduction of cost effective measures, the Company was able to contain its variable cost in manufacturing and marketing operations within reasonable limits.
Due to the reasons explained above, the Company made an operating
profit of Rs. 5,811 lakhs which represents 20.0% of sales. Unfortunately, it was not possible to fully cover the cost of interest
and hence there was a marginal cash loss of Rs. 63 lakhs and a total
loss of Rs. 3,113 lakhs for the year.
The Company's products continued to enjoy consumer preference and was
able to sell its products at competitive prices. The Company's policy
to operate directly through dealers has helped in establishing cordial
relations with them and is proving beneficial to all the parties
concerned.
OPERATING RESULTS
The financial performance for the year ended 31st March, 1999 is given
below :
1998-99 1997-98
Rs. Lakhs Rs. Lakhs
(8 months)
Turnover & other income 28,988 11,338
Expenditure 23,177 11,427
Profit/ (Loss) before Finance charges
and Depreciation / Amortisation 5,811 (89)
Finance Charges 5,874 2,965
Loss after interest but before
Depreciation / Amortisation (63) (3,054)
Depreciation & Amortisation 3,048 1,812
Provision for taxation 2 1
Net Loss (3,113) (4,867)
As against the above results, in the Prospectus dated December 22, 1994, based on the conditions prevalent then, the Company had projected a net profit of Rs. 4,786 lakhs for the year ended March 31, 1999.
During the year under review, the Company achieved production of Ordinary Portland Cement of 14,05,249 tonnes i.e. 70.3% of the installed capacity. Under the difficult circumstances that the Company had to operate, the performance can be considered satisfactory.
FINANCE
The Company wishes to thank State Bank of India, Bank of Baroda and
Vijaya Bank for providing adequate working capital facilities for its
smooth operations. The Company has been regularly meeting all its
obligations for payment of interest and term loan instalments on due
dates.
SIGNIFICANT ACTIVITIES DURING THE YEAR 1999 - 2000
As reported in last year's Directors' Report, the Company had decided
to augment its power generating capacity from 30 MW to 36 MW by installing an additional D.C. Set of 6 MW. The Company has been able to
finalise leasing arrangement for procuring the D.C. Set at a cost of
about Rs. 1,500 lakhs. It is expected that the D.C. Set will be operative by November, 1999 which will enable the Company to meet its
full requirement of power.
After carrying out the techno-economic feasibility study, the Company
has decided to introduce Pozzolona Portland Cement (PPC) in its range
of products. It is expected that this will enable the Company to enhance its production and increase profitability. The trial runs are expected to commence during the last quarter of the year.
The Company is aware of the importance of the Y2K problem and has taken
necessary steps to ensure Y2K compliance for all its computer systems.
A Compliance Committee comprising of senior level executives representing all major functions including manufacturing, information
technology and finance has been formed to ensure that all the computer
systems, technical and commercial, meet Y2K requirements. An international agency has independently evaluated the Y2K compliance
aspects and their recommendations in few minor areas are under
implementation.
The expenditure to ensure Y2K compliance will not be material.
FUTURE OUTLOOK
The Union Budget presented by the Finance Minister on 27th February,
1999 has provided substantial benefits to encourage the housing sector.
Further, there has been healthy growth in agricultural production during 1998-99. These factors are expected to lead to a spurt in the demand for housing. The Budget has also provided incentives for growth in infrastructure. But for the sudden political instability faced by the country, the year 1999-2000 was expected to be reasonably satisfactory for the cement industry. It is hoped that the measures envisaged in the Budget will, to a substantial extent, be fulfilled and economic reforms will continue.
HUMAN RESOURCES DEVELOPMENT
The Company attaches great importance to the development of Human
Resources which are its most important assets. The success or failure
of any organisation largely depends upon the quality of its Human
Resources and their dedication.
To introduce transparency and impartiality in the measurement of the
performance of the employees, Performance Management System was introduced in November, 1998 for the senior executives, to begin with.
With the help of eminent external HRD faculty, the executives set their
goals for the four month period December, 1998 to March, 1999. The
executives set very challenging goals for themselves and they were
encouraged to become "Owners" of the same. There was an all round
enthusiasm in the organisation to achieve the goals. The review carried
out at the end of the year revealed very gratifying and encouraging
results in the executives for not only achieving most of the goals, but
also in deriving a great satisfaction from the same. In November, 1998,
the executives set their goals with the dedication "I WILL". At the end
of March, 1999, they had a high degree of satisfaction of "I MADE IT".
In a similar manner, goals have been set for the year 1999-2000 and all
the executives have committed to work for achieving the goals which
will contribute in improving the Company's working.
SAFETY AND WELFARE MEASURES
The Company continues to maintain a high level of awareness towards
safety and welfare amongst the employees of the Company. Regular training programmes are conducted to educate and train employees about
safe work practices. Meetings of various safety committees and fire
drills are held regularly. These efforts towards safety have enabled
the Company to win the first prize for 'Fire Safety Provision &
Organisation' and 'Lowest Injury Rate Performance' alongwith several
other prizes for the year 1998-99 from the Director of Mines Safety,
Jabalpur Region. Recreation facilities have been provided at the
housing colony. Cultural programmes, festive celebrations and health
camps are organised for the benefit of the employees and their family
members.
The Company's commitment to safety and welfare does not stop there. It
is the aim of the Company to improve the total quality of life in the
surrounding areas on an ongoing basis. Towards this end, programmes in
health care, providing safe drinking water and improved educational
facilities, etc. are provided.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Aziz H. Parpia, Mr. Satish
B. Raheja and Mr. Palle O. Joergensen retire by rotation at the
forthcoming Annual General Meeting and being eligible, have offered
themselves for re-appointment.
Mr. S. N. Shah was appointed Managing Director of the Company with
effect from August 25, 1998. In view of his contribution to the
substantial improvement in the performance of the Company, the Board at
its meeting held on June 24, 1999, has revised the remuneration payable
to Mr. Shah effective April 1, 1999, for the balance period of his
contract i.e. upto August 25, 2003. The Directors recommend the
resolution for approval of the members.
DISCLOSURE OF PARTICULARS
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, are given in
the statement which form a part of this Report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the
Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.
Information as per Section 217 (1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure 'A' forming part of this Report.
PERSONNEL
The Directors wish to place on record their appreciation of the sincere
and dedicated services of all its employees in stabilising the Company's operations.
AUDITORS
The members are requested to appoint Auditors, M/s N.M. Raiji and Co.,
Chartered Accountants, for the current year. The observations made in
the Auditors Report are self-explanatory and therefore, do not call for
any further comments under Section 217(3) of the Companies Act, 1956.
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken
* Usage of high calorific value coal and furnace oil.
* Use of special refratherm bricks in kiln for reducing coating
formation.
* Regular in-plant energy monitoring.
(b) Additional investment and proposals, if any, being implemented for
reduction of consumption of energy
* Change to higher grade imported castable in kiln.
* Installation of modified burner in kiln.
* Use of furnace oil sludge from captive plant as fuel.
(c) Impact of measures for reduction of energy consumption and
consequent impact on the cost of production of goods
* The above measures have resulted / will result in savings in the
consumption of fuel and power, ultimately resulting in savings in the
cost of production.
(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the
Schedule :
TECHNOLOGY ABSORPTION
(e) Efforts made in technology absorption as per Form B
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT ( R & D)
1. Specific areas in which R&D carried out by the Company
* Identification and evaluation of high wear resistance surface for
Rollers in Roller press.
* Modification of cooler grate plates.
* Optimization of grinding and pyro-processing sections.
2. Benefits derived as a result of the above R&D
* High Operation safety and high service life of Rollers.
* Increased life of grate plates and improved production.
* Reduced energy consumption.
3. Future plan of action
* Continuation of the present work in R&D for improvement in processes
in various areas.
* Evaluation for manufacture of blended cement.
* Use of inexpensive alternative fuel in Hot Air Generators in plant
operation.
* Exploration of avenues for continuous cost reduction measures.
4. Expenditure on R&D
1998-99 1997-98
(8 Months)
Rs. Lakhs Rs. Lakhs
Capital Nil Nil
Recurring 4.44 4.08
Total R&d expenditure as
percentage of turnover 0.02 0.04
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation
* Imparting training to personnel by foreign technicians in various
manufacturing techniques.
* Learning new technology by regular interaction with expert technicians from world-renowned cement machinery manufacturers.
* Analysing feedback from users to improve products & services.
2. Benefits derived as result of the above efforts
* Improvement in the existing processes and productivity.
* Cost reduction.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase exports, development of new export markets for products and services and export plans.
* The company is continuously exploring avenues to increase exports to
neighbouring countries.
(g) Total foreign exchange used
1998-99 1997-98
(8 Months)
Rs. Lakhs Rs. Lakhs
CIF value of Imports 376.85 99.35
Expenditure in
foreign currency 1,134.38 1,151.19
Earning in foreign currency 38.52 Nil
Mar 31, 1998
The Directors present the Sixth Annual Report and the audited Annual
Accounts of the Company for the year ended March 31, 1998.
REVIEW OF OPERATIONS
During the year under review, the country's GDP growth was only 5% as
compared to an average of 7.5% over the previous three years. In
addition to this, the cement industry suffered seriously due to a
mismatch between capacity creation and demand which persisted throughout the year. As a result of these factors, the performance of cement companies was significantly affected resulting in erosion of profitability.
Under these difficult circumstances, based on partial completion of the
project, the Company started commercial production on August 1, 1997 by
launching 53 grade cement. The erection and commissioning of the Second Raw Mill, the Second Cement Mill and other balancing equipment was completed by November, 1997. It is heartening to note that despite the delay in completion of the Project, there was no overrun in the project cost of Rs. 61,500 lakhs.
During the year, the Company also introduced 43 grade cement in the
market. The Company's products have been very well received and
continue to be placed in the premium segment with other established
products. The Company's strategy to operate directly through dealers
has been welcomed in the market and has been proved beneficial.
OPERATING RESULTS
The financial performance during the eight month period ended March 31,
1998 is given below. This being the first year of operation, there are
no figures for the previous year :
1997-98
(8 months)
Rs. Lakhs Rs. Lakhs
Turnover & other income 11,338
Expenditure 11,939
Interest 2,685 14,624
Loss after interest but before
depreciation (-) 3,286
Depreciation 1,580
Provision for taxation 1
Net Loss (-) 4,867
As against this, in the Prospectus dated December 22, 1994, based on the conditions prevalent then, the Company had projected a profit of Rs. 3,798 lakhs for the 16 month period ended March 31, 1998.
This year was very complex for the Company's performance. During the
first four months, the project was under implementation. For the
subsequent four months, the operations were based on a partly completed
project and it was only during the balance months, that the Company
established its full capacity of two million tonnes per annum.
While the operations were gradually stabilised, the fixed expenses,
interest and depreciation had to be fully absorbed. Further, due to
depressed market conditions, the price realisation was very low. The
combination of these factors resulted in a loss during the period under
review. However, the Company was in a position to overcome initial
teething problems and achieved cement production of 6,73,533 tonnes
during the eight month period ended March 31, 1998. The pro-rata
capacity utilisation works out to 67% which under the circumstances can
be considered satisfactory.
FINANCE
The Directors wish to confirm that the money raised through the issue
of Equity shares and partly convertible Debentures in terms of the
Prospectus dated December 22, 1994, has been utilised for the purpose
of setting up of the cement project. The Company has been able to
arrange adequate working capital funds through its bankers viz. State
Bank of India, Bank of Baroda and Vijaya Bank who are also term loan
lenders for the project.
POWER
At present, the Company is meeting its entire requirement of power by
internal generation through five D.C. Sets of 6 MW each and one D.G.
Set of 1 MW. In view of their continuous usage for periods ranging
between 13 to 17 months, it has become necessary to operate these Sets
to the extent of 90% of their rated capacity. Thus, to run the plant
at optimal efficiency, additional power of 4 MW is required.
The power situation in the State of Madhya Pradesh continues to be
unsatisfactory. Further, it will take about 18 months for the grid
power to be made available to the Company since acquisition of land for
the purpose of erection of transmission towers is a very slow and
tedious process. The cost of generated power works out to be cheaper
as compared to the cost of grid power. In view of the above, the
Directors have decided to augment the Company's power generating capacity by 6 MW by installing a D.G. Set at a cost of about Rs. 1,500
lakhs. The funds required for this purpose will be arranged either through suppliers credit/leasing/term loans/privately placed debentures or any other convenient mode.
FUTURE OUTLOOK
The Central Government has laid special emphasis on development of
infrastructure and housing. This augurs well for the cement industry.
Further, with the economic development, the average per capita
consumption of cement is expected to go up from the present abysmally
low level of 82 kgs. per annum. It is expected that with restraint on
new capacity creation, the industry will be on recovery path from the
year 1999 - 2000.
DEMATERIALISATION OF SHARES
With a view to providing efficient and safe dealing in Equity shares,
the Company has entered into an agreement with National Securities
Depository of India Limited for scripless trading. This system
facilitates quick transfers and eliminates the problems of forgery, bad
deliveries, fake certificates and is also more cost efficient to the
investor.
WELFARE ACTIVITIES
The Company has initiated welfare programmes for the benefit of
villagers living near the Plant by providing medical aid, drinking
water, improved educational facilities, strengthening of village roads
etc.
It has been the continuous endeavour of the Company to provide a healthy and safe environment not only to its employees but also to people residing in the vicinity of the plant. In this connection, the Company was awarded the first prize for Ambient Air Quality Management by the Indian Bureau of Mines, Jabalpur Region. Several other prizes relating to safety were also awarded to the Company by the Director of Mines Safety, Jabalpur Region.
The Company has set up an English medium co-education school in its
township in collaboration with Bharatiya Vidya Bhavan, a renowned
educational institution in the country. At present, the school is
operating up to Standard V and will be affiliated with CBSE, New Delhi.
It shall be extended up to Standard X in due course of time.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Rajan Raheja, Mr. Rajesh
Kapadia and Mr. M. Shankar Narayanan retire by rotation at the
forthcoming Annual General Meeting and being eligible have offered
themselves for re-appointment.
The Board at its Meeting held on August 25, 1998, has appointed Mr. S.N. Shah as Managing Director of the Company for a period of five years with effect from the same date. In this connection, your attention is drawn to Item No. 6 of the accompanying Notice of the Annual General Meeting to be held on September 29, 1998.
Ms. Chanda Kochhar joined the Board of Directors on December 11, 1997,
as a nominee of ICICI Ltd. in place of Mr. Ananda Mukerji. The Board
wishes to welcome Ms. Kochhar and place on record its appreciation of
the valuable guidance given by Mr. Mukerji during his tenure as a
Director of the Company.
DISCLOSURE OF PARTICULARS
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, are given in the
statement which form a part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the statement may write to the Company's Registered Office at Hyderabad or to its Corporate Office at Mumbai.
Information as per Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in
Annexure `A' forming part of this Report.
PERSONNEL
The Company has completed recruitment of all key personnel. The
Directors wish to place on record their appreciation of the sincere and
dedicated services of all its employees in stabilising the Company's
operations.
AUDITORS
The members are requested to appoint Auditors, M/s N.M. Raiji & Co.,
Chartered Accountants, for the current year. The observations made in
the Auditors Report are self-explanatory and therefore, do not call for
any further comments under Section 217(3) of the Companies Act, 1956.
ANNEXURE TO THE DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken
* Usage of high calorific value coal.
* Regular in-plant energy monitoring.
* Use of energy efficient sodium vapour lamps.
* Installation of capacitors across loads to improve power factor.
(b) Additional investment and proposals, if any, being implemented for
reduction of consumption of energy
* Initiating energy audits to identify areas of energy conservation.
* Modification in the slip power recovery system.
* Use of special refratherm bricks in kiln for reducing coating
formation.
(c) Impact of measures for reduction of energy consumption and
consequent impact on the cost of production of goods
* The above measures have resulted/will result in savings in the
consumption of fuel and power, ultimately resulting in savings in the
cost of production.
(d) Total energy consumption and energy consumption per unit of
production as per Form A in respect of industries specified in the
Schedule :
B. TECHNOLOGY ABSORPTION
(e) Efforts made in technology absorption as per Form B
FORM B
(See Rule 2)
Form for disclosure of particulars with respect to absorption.
RESEARCH AND DEVELOPMENT (R & D)
Specific areas in which R&D carried out by the Company
* Optimisation of raw mix design for improvement in quality of clinker.
* Environmental monitoring & Pollution control.
Benefits derived as a result of the above R&D
* Cost reduction/improved utilisation of material & energy.
* Eco-friendly environment
Future plan of action
* Continuation of the Present work in R&D for improvement in processes
in various areas.
* Strengthening infrastructure in R&D by upgrading existing quality
control laboratory.
* Improving interaction with research/educational institutes.
* Exploration of avenues for continuous cost reduction measures.
* Conservation and optimum usage of mineral resources through
scientific study and on line software.
Expenditure on R&D 1997-98
(8 Months)
Rs. Lakhs
Capital Nil
Recurring 4.08
Total R&D expenditure as 0.04
percentage of turnover
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Efforts, in brief, made towards technology absorption, adaptation
and innovation
* Imparting training to personnel by foreign technicians in various
manufacturing techniques.
* Learning new technology by regular interaction with expert
technicians from world-renowned cement machinery manufacturers.
* Analysing feedback from users to improve products & services.
Benefits derived as result of the above efforts
* Improvement in the existing processes and productivity
* Cost reduction
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(f) Activities relating to export, initiative taken to increase
exports, development of new export markets for products and services
and export plans
* The company is continuously exploring avenues to increase exports to
neighbouring countries
(g) Total foreign exchange used Rs. lakhs
CIF value of Imports 99.35
Expenditure in foreign currency 1151.19
Mar 31, 1997
Not available since the information is taken from 199803 annual report.
Mar 31, 1996
The Directors have pleasure in presenting the Fourth Annual Report of the Company alongwith the Accounts for the year ended 31st March, 1996.
ACCOUNTS
The Balance Sheet as at 31st March, 1996 presents the sources and utilisation funds as on the date. The Company has incurred an expenditure of Rs. 31,343 lakhs on project implementation upto 31st March, 1996. Since the project is still under implementation, a Profit and Loss Account has not been prepared but a statement of expenditure incurred during construction period has been presented alongwith the
Balance Sheet. Expenditure incurred during construction period will be capitalised under various heads on completion of the project.
PROGRESS OF THE PROJECT
Implementation of the project is in full swing. Imported and most of the indigenous machineries have been received at site. Civil construction is in an advanced stage and erection of the equipment is in progress.
Due to the sudden deterioration of power supply position in the State of Madhya Pradesh, it has become necessary to augment the Company's installed captive power generation capacity from 12 MW to 31 MW, at an approximate cost of Rs. 4,000 lakhs. This will be sufficient to run the entire plant.
The Company expects to commission its plant by December, 1996 as against November, 1996 as stated in the Prospectus dated 22nd December, 1994.
FINANCE
The Company has signed loan agreements with all Financial Institution/Banks who have sanctioned term loans. ICICI has been appointed as Trustees for the Debentureholders and a Trustee Agreement has been signed with them. The Company having completed the process of security creation, was able to draw term loans from Financial Institutions and Banks as per the requirement of the project. As on 31st March,1996, the Company has drawn term loans of Rs. 4,657 lakhs,
out of the sanctioned loans of Rs. 24,270 lakhs.
During the year, the Company made two calls of Rs. 64/- each on its partly paid 13.5% Non-convertible Debentures of Rs. 150/- each. As on 31st March, 1996, the aggregate amount paid-up on Debentures was Rs. 5,604.25 lakhs and Calls in arrears were Rs. 95.75 lakhs.
In the Prospectus dated 22nd December, 1994, the Company had projected an expenditure of Rs. 42,172 lakhs upto December, 1995. As against this, it had spent a sum of Rs. 28,362 lakhs upto that date. The major reasons for the variance were reduction in advance payments to suppliers, deferment of delivery of plant & equipment and delay in
commencement of civil construction without materially affecting the overall implementation schedule.
The Directors confirm that the money raised through the issues of Equity Shares and Partly Convertible Debentures has been utilised for the purposes of the project.
To finance the requirement of funds of upto Rs. 4,000 lakhs for augmenting the Company's installed captive power generation capacity, it is proposed to issue upto 1,66,70,000 Equity Shares of Rs.10/- each for cash at a price to be determined as per SEBI guidelines or at par,
whichever is higher, on preferential basis to the Indian promoters and/or their relatives, group/associate Companies, whether such persons are members of the Company or not, as may be deemed appropriate by the Board. The balance amount of upto Rs.2,333 lakhs is proposed to be raised by way of lease finance/term loans/private placement of debentures.
The Directors recommend the resolution for approval of the members.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
The Company has not commenced production during the period under report and as such there are no particulars to be furnished in respect of Conservation of Energy and Technology Absorption. During the period, there has been an outgo in foreign exchange equivalent to Rs. 9,721.46
lakhs.
Mar 31, 1995
The Directors have pleasure in presenting the Third Annual Report alongwith Accounts for the year ended 31st March, 1995.
ACCOUNTS
The Balance Sheet as at 31st March, 1995 presents the sources and utilisation of funds. The Company has incurred an expenditure of Rs. 7,784.34 lakhs on project implementation upto 31st March, 1995. Since the project is under implementation, a Profit and Loss Account has not been prepared but a statement of expenditure incurred during
construction period has been presented alongwith the Balance Sheet. Expenditure incurred during construction period will be capitalised under appropriate heads on completion of the project.
PROGRESS OF THE PROJECT
The Company's 2 million tonnes per annum cement project is making satisfactory progress and is expected to be completed and commissioned, as scheduled, by November 1996.
All permissions required for setting up the plant have been received. The Company has acquired 1,356 acres of land required for the plant, colony, railway siding and mines. Further acquisition of land is in progress. Civil construction on several fronts such as Kiln Foundations, Preheater Homogenising Silo, Clinker Silo, Cement Mill and
Raw Mill is going on at a brisk pace. A 5.2 km. long compound wall has been built and construction of railway bridge, roads and workshop is in progress. Site fabrication of equipment has started.
Orders have been placed for all major plant and machinery and delivery of equipment has commenced.
FINANCE
The Company made its maiden public issues of 7,87,60,000 equity shares of Rs. 10/- each, at par, aggregating Rs. 7,876 lakhs and 37,00,000 13.5% secured redeemable partly convertible debentures (PCD) of Rs. 250/- each, at par, aggregating Rs. 9,250 lakhs in the month of
January 1995. The issues received a very good response from the public at large. The equity issue was oversubscribed 5.29 times and the debenture issue wasoversubscribed 12.39 times. The Company now has a large family of more than 1,86,000 shareholders located all over
the country.
Allotment of the equity shares and PCDs was made on 22nd March, 1995 and after conversion of the PCDs upon allotment, the equity shares and debentures were listed on the stock exchanges at Ahmedabad, Bombay, Delhi and Hyderabad in April 1995. As such, as on 31st March, 1995,
the funds raised through the public issues were lying with the Bankers to the Issues pending listing on the aforementioned stock exchanges.
Share Capital of the Company as at 31st March, 1995, after conversion of Part A of the PCDs stood at Rs. 24,029.80 lakhs.
The Directors wish to thank the investing public for its support to the Public Issues.
BORROWINGS
The Company has tied up its full requirement of term loans of Rs. 24,300 lakhs with financial institutions and banks. The Company has signed a foreign currency loan agreement with International Finance Corporation, Washington and a Rupee term loan agreement with The Industrial Credit and Investment Corporation of India Limited. The Company is in
the process of signing loan agreements with other banks/institutions who have already sanctioned Rupee term loans.
38,00,000, 13.5% PCDs of Rs. 250/- each aggregating Rs. 95 crores were issued during the year. The convertible Part A of Rs. 100/- each was converted into fully paid equity shares of Rs. 10/- each upon allotment. Out of the non-convertible Part B of Rs. 150/- each, 9,88,00 debentures
which were issued to Promoters, Flls, NRIs and OCBs have been fully paid up. On the balance 28,12,000 debentures which have been issued to Indian resident public, Rs. 22/- per debenture has been called up. The aggregate amount paid-up on debentures as at 31st March, 1995 was
Rs. 2,100.64 lakhs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company has not commenced production during the period under report and as such there are no particulars to be furnished in respect of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings. During the period, there has been an outgo in Foreign Exchange equivalent to Rs. 1,755.74 lakhs by way of capital advances,
Rs. 1.41 lakhs for foreign travel, Rs. 9.68 lakhs as fees for technical services and Rs. 109.85 lakhs for appraisal, front end and commitment fees.