Directors Report of Ballarpur Industries Ltd.
Mar 31, 2018
BOARD''S REPORT
The Directors hereby present the Seventy Third Annual Report together with the Audited Financial Statements for the financial year ended 31 March 2018.
FINANCIAL PERFORMANCE
The financial performance of your Company for the financial year ended 31 March, 2018 is given below.
(in Rs, crore)
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from Operations (Net of Excise duty) |
303 |
216 |
2519 |
2059 |
|
EBIDTA |
16 |
(248) |
352 |
(247) |
|
Less: Finance Cost |
244 |
153 |
915 |
899 |
|
Less: Depreciation |
60 |
53 |
277 |
264 |
|
Profit/(Loss) before Exceptional Items and Taxes |
(288) |
(454) |
(840) |
(1410) |
|
Exceptional Items |
169 |
251 |
190 |
306 |
|
Profit / (Loss) before Tax |
(457) |
(705) |
(1030) |
(1716) |
|
Less: Tax |
(146) |
(25) |
(166) |
(135) |
|
Profit/(Loss) After Tax |
(311) |
(680) |
(864) |
(1581) |
|
Profit/ (loss) from discontinued operation before tax |
- |
- |
(1171) |
(317) |
|
Less:Tax expense on discontinued operation |
- |
- |
- |
173 |
|
Net profit/ (loss) from discontinued operation after tax |
- |
- |
(1171) |
(490) |
|
Net profit/ (loss) after tax |
(311) |
(680) |
(2035) |
(2071) |
OPERATIONS
A detailed review of the operations and performance of the Company and its subsidiaries is provided in the chapter on Management Discussion and Analysis in this Annual Report.
DIVIDEND
In view of losses during the year, your Directors have not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31 March 2018.
TRANSFER TO RESERVES AND SHARE CAPITAL
The Board has not proposed to transfer any amount to Reserves.
During the year under review, the Company had allotted 63.79 crore Equity Shares of Rs,2/- each at Rs,15.83 per equity share to the Lenders of the Company, in terms of Strategic Debt Restructuring Scheme of the Reserve Bank of India. Consequently, the paid up capital of the Company increased from Rs,131.12 crore to Rs,258.71 crore and Securities Premium increased by Rs,882.26 crore.
fixed deposits
No amount of principal or interest on erstwhile fixed deposits was outstanding as on 31 March 2018. Further, the Company has not invited any fresh deposits.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
To strengthen the leadership at the Board level with independent professionals, in accordance with the provisions of the Companies Act, 2013 (the ''Act''), read with the Articles of Association of the Company, on 8 August 2017 the Board of Directors had appointed Ms. Payal Chawla (DIN 06988235) as an Additional Director (Independent). At the 72nd Annual General Meeting (AGM) of the Company held on 26 September 2017, Members of the Company appointed her as an Independent Director of the Company for a term of five consecutive years i.e. up to 7 August 2022.
As per the provisions of the Act, Mr. Gautam Thapar, Chairman, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. His profile is provided in this Annual Report in the chapter entitled Corporate Governance. The Directors recommend his re-appointment as a Non-Executive Director of the Company.
Mr. Ashish Guha resigned from directorship of the Company with effect from 8 August 2017, to maintain his independence as a Managing Director of Bilt Paper B.V., the Netherlands, a step down subsidiary of the Company â where he was appointed as a Managing Director with effect from 8 August 2017. The Board places on record its appreciation for Mr. Guha''s contributions as an Independent Director of the Company.
The Life Insurance Corporation of India (LIC), in its letter dated 3 April 2018, had informed that Mr. B. Venugopal, Managing Director of LIC, who had been representing LIC on the Board of Directors of the Company has tendered his resignation from the Board of the Company. Consequently, Mr. Venugopal ceased to be a Nominee Director of LIC with effect from 3 April 2018. The Board places on record its appreciation for Mr. Venugopal''s contributions as a Nominee Director.
The Securities and Exchange Board of India (SEBI) has amended Regulation 17 of Listing Regulations (effective 1 April 2019) which provides that no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of 75 years, unless a Special Resolution is passed to that effect.
Mr. Amarjit Singh Dulat (DIN 00861917) who was appointed as an Independent Director of the Company to hold office for 5 consecutive years, for a term upto 18 December 2019 is aged 77 years. Accordingly and in view of his valued contributions, the Board of Directors of the Company at its meeting held on 22 May 2018, has approved and recommended for approval of the Members of the Company by way of Special Resolution at the ensuing Annual General Meeting, continuation of Mr. Dulat as an Independent Director till the expiry of his present term.
Further, Mr. Bimal Khandelwal resigned as Chief Financial Officer of the Company with effect from 8 August 2017.
The Nomination and Remuneration Committee of the Company, which has been set up by and reports to the Board of Directors, has formulated the criteria and policy for the identification / appointment of Directors as well as Key Managerial Personnel and Senior Management, including their remuneration and evaluation. This is discussed in the chapter on Corporate Governance.
The Board carried out an annual evaluation of itself, its Committees and its Directors in line with the criteria laid down by the Nomination and Remuneration Committee.
DECLARATIONS BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations confirming that they meet the criteria of independence, as provided in
Section 149(6) of The Companies Act, 2013 (the Act) and Regulation 16(1)(b) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (or the ''Listing Regulations'').
MEETINGS OF THE BOARD
The details of meetings of the Board of Directors of the Company as well as the Committees of the Board are contained in the chapter on Corporate Governance.
PROMOTER GROUP
The Company is a part of the Avantha Group, a global business conglomerate led by the Chairman, Mr. Gautam Thapar. As required by the Listing Regulations, the Company periodically discloses its Promoter, Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.
SUBSIDIARY COMPANIES
The Company has three Indian subsidiaries. These are: (i) BILT Graphic Paper Products Limited (BGPPL), (ii) Avantha Agritech Limited (AAL) which was formerly BILT Tree Tech Limited, and (iii) Premier Tissues (India) Limited {PTIL}. AAL and PTIL are direct subsidiaries and BGPPL is a step-down subsidiary of the Company.
The Company also has six foreign subsidiaries. Of these, four are based in The Netherlands: (i) Ballarpur International Holdings B.V. (BIH), (ii) Bilt Paper B.V. (BPBV),
(iii) Ballarpur Paper Holdings B.V. (BPH), and
(iv) Ballarpur Speciality Paper Holdings B.V. (BSPH). One international subsidiary, namely Sabah Forest Industries Sdn. Bhd. (SFI) is based in Malaysia; and another, BILT General Trading (FZE) is based in the UAE.
The chapter on Management Discussion and Analysis in this Annual Report contains a note on the performance of the subsidiaries. The audited accounts of the subsidiaries are available on the website of the Company and are, therefore, not enclosed in this Annual Report. However, these may be provided to any Member of the Company on request.
The Company has no joint ventures or associate companies.
CONSOLIDATION OF ACCOUNTS
The Consolidated Financial Statement of the Company and its nine subsidiaries are annexed to this Annual Report. The performance and financial position of each subsidiary are detailed in the ''Statement containing salient features of the financial statement of subsidiaries'' in Form AOC I, pursuant to Section 129 of the Act.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company, i.e. 31 March 2018, and the date of the Board''s report, i.e. 22 May 2018.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure;
- They selected such accounting policies and applied them consistently and made judgments 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 financial year and of the loss of the Company for the financial year;
- They took proper and sufficient care for maintenance of adequate accounting records as provided in the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
- The annual accounts of the Company have been prepared on a "going concern" basis;
- They laid down internal financial controls to be followed by the Company and that such controls are adequate and operated effectively; and
- They devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Further, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
AUDITORS AND AUDITORS'' REPORTS
Members of the Company at the 72nd Annual General Meeting (AGM) held on 26 September 2017, had appointed M/s Sharp & Tannan, Chartered Accountants, Chennai (Firm Registration No. 003792S), as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of that Annual General Meeting (AGM) till the conclusion of the 77th AGM.
According to the earlier Section 139 of the Companies Act, 2013, the appointment was to be placed for ratification by the Members of the Company at every AGM. However, this requirement has been omitted in an amendment to Section 139, effective from 7 May 2018.
The Auditors have made a qualification and emphasis of matter in their report on the audited accounts of the Company for the financial year ended 31 March 2018.
Board''s explanation to Auditor''s qualification & emphasis of matter
"The qualified opinion regarding liability with respect to the outstanding Put Options and emphasis of matter regarding the existence of a material uncertainty that may cast a significant doubt on the Company''s ability to continue as a going concern are suitably explained in Note Nos. 40 and 41 respectively of the notes to Financial Statements and does not require any additional comment(s)."
During the year under review, no fraud has been reported by the auditors under sub section (12) of Section 143 of the Act.
The Board had appointed M/s PDS & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2017-2018. The Secretarial Audit Report is annexed to this report.
On recommendation of its Audit Committee, the Board of Directors appointed M/s. Bahadur Murao & Co., Cost Accountants (Registration No. 000008), as Cost Auditors of the Company, to carry out the cost audit of paper manufactured in relation to the financial year ending 31 March 2019. The Company has received their written consent to act as Cost Auditors of the Company and the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. Remuneration of the Cost Auditors has been approved by the Board of Directors based on the recommendation of the Audit Committee. The requisite resolution for ratification of this remuneration by the Members has been set out in the Notice of the Seventy Third Annual General Meeting of your Company.
CORPORATE GOVERNANCE
M/s PDS & Co., Company Secretaries, have certified compliance of the Company with the provisions of Corporate Governance, in terms of the Listing Regulations. The report on Corporate Governance together with the said Compliance certificate is attached and forms part of this Annual Report.
RELATED PARTY TRANSACTIONS AND
loans, guarantees or investments
BY THE COMPANY
During the period under review, all transactions with related parties, referred to in sub-section (1) of Section 188 and Regulation 23 of Listing Regulations, were in the ordinary course of business and at arm''s length, duly reviewed/approved by the Audit Committee of the Company. Further, there were no material contracts, arrangements or transactions with related parties which require disclosure in Form AOC-2.
Details of loans / guarantees / investments by the Company under Section 186 of the Companies Act, 2013, are provided in the financial statements of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to Section 134(5)(e) of the Companies Act, 2013.
For the year ended 31 March 2018, the Board is of the opinion that the Company has sound internal financial controls commensurate with the nature and size of its business operations; that these controls are in place, operating effectively and no material weaknesses exist. The Company has a process to continuously monitor the existing controls and identify gaps, if any, and implement new and / or improved controls, wherever the effect of such gaps could have a material effect on the Company''s operation.
RISK MANAGEMENT
BILT has adopted a group risk management policy. Accordingly, all operational processes are duly covered to assess risk appetites and mitigation processes. Business risks are assessed by operational management and steps are taken for their mitigation.
STATUTORY COMMITTEES
Details of various Committees of the Board, namely Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management constituted in compliance with the provisions of the Companies Act, 2013 and Listing Regulations â including their constitution, purpose and attendance of Committee members â have been provided in the chapter on Corporate Governance in this Annual Report. The Board has accepted recommendations of the Committees, wherever made.
STATUTORY POLICIES
In compliance of the various provisions of the Companies Act, 2013, and Listing Regulations, the Company has made the following policies which are available on its website: www.bilt.com
- Policy on materiality of and dealing with related party transactions. (http://bilt. com//wp-content/themes/bilt/pdf/ Policy-on-materiality-of-and-dealing-with-related.pdf )
Policy for determining material subsidiaries of the Company. (http:// bilt.com//wp-content/themes/bilt/pdf/ Policy-on-materiality-subsidiary.pdf )
- Corporate Social Responsibility Policy.
- Policy for preservation of documents.
- Policy relating to remuneration of Directors/Key Managerial Personnel.
- Policy on determination of materiality of events.
- Policy on disclosure of unpublished price sensitive information.
- Whistle Blower Policy, covering all employees and Directors, for the vigil mechanism inter alia providing direct access to any whistle blower to the Chairman of the Audit Committee, as per said policy.
- Policy on Prevention of Sexual Harassment of Women at Workplace in line with the requirement of "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013". There was no such incident during the year.
SIGNIFICANT/ MATERIAL ORDERS PASSED BY REGULATORS
There are no significant/ material orders passed by any Regulators/Courts/Tribunals impacting the going concern status of the Company or impacting its operations in future.
conservation of energy, research & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN Exchange EARNINGS AND OUTGO
As required by the Companies Act, 2013, read with Companies (Accounts) Rules,
2014, particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format, as annexed with this Annual Report as Annexure 1.
PARTICULARS OF EMPLOYEES
Information required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed with this Annual Report as Annexure 2.
extract of the annual return
An extract of the Annual Return as of 31 March 2018, pursuant to sub-section (3) of Section 92 of the Act, and forming part of the report is annexed with this Annual Report as Annexure 3.
CORPORATE SOCIAL RESPONSIBILITY
(csr)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. A report on CSR activities undertaken by the Company as per CSR Policy of the Company in terms of said section and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, forms a part of this Annual Report as Annexure 4.
ACKNOWLEDGEMENT
The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their professionalism, creativity, integrity and efforts in effective utilisation of available resources for the Company''s performance.
The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company.
For and on behalf of the Board of Directors,
GAUTAM THAPAR
Chairman DIN 00012289
B. HARIHARAN
Group Director (Finance)
DIN 00012432
Date 22 May, 2018
Place New Delhi
Mar 31, 2017
The Directors hereby present the Seventy Second Annual Report together with the Audited Financial Statements for the financial year ended 31 March, 2017.
FINANCIAL PERFORMANCE
The Companies (Indian Accounting Standards) Rules, 2015 were notified on 16 February, 2015. In view of the said rules, the Company has prepared the Financial Statements (both stand-alone and consolidated) for the year ended 31 March, 2017 as per Indian Accounting Standards, as amended.
The financial performance of your Company for the financial year ended 31 March, 2017 is as under:
Rs, IN CRORE
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
|
Revenue from Operations (Net of Excise duty) |
211.83 |
554 |
2008.22 |
4050.59 |
|
EBIDTA |
(38.60) |
129.93 |
(89.15) |
767.80 |
|
Less: Finance Cost |
153.19 |
51.93 |
900.84 |
459.17 |
|
Less: Depreciation |
52.69 |
58.10 |
273.99 |
264.80 |
|
Profit/(Loss) before Exceptional Items and Taxes |
(244.47) |
19.90 |
(1263.98) |
43.86 |
|
Exceptional Items |
251.49 |
- |
306.30 |
(0.31) |
|
Profit / (Loss) before Tax |
(495.96) |
19.90 |
(1570.28) |
44.17 |
|
Less: Tax |
(25.42) |
(1.75) |
(135.41) |
(6.82) |
|
Profit/(Loss) After Tax |
(470.54) |
21.65 |
(1434.87) |
50.99 |
|
Profit/ (loss) from discontinued operation before tax |
- |
- |
(254.08) |
(329.31) |
|
Tax expense on discontinued operation |
- |
- |
172.87 |
0.94 |
|
Net profit/ (loss) from discontinued operations after tax |
- |
- |
(426.95) |
(330.26) |
|
Net profit/ (loss) after tax |
(470.54) |
21.65 |
(1861.82) |
(279.27) |
OPERATIONS
A detailed review of the operations and performance of the Company and its subsidiaries is provided in the Management Discussion and Analysis Report, which is given as a separate chapter in the Annual Report.
DIVIDEND
In view of losses during the year, your Directors have not recommended any dividend on the equity share capital of the Company for the financial year ended 31 March, 2017.
fixed deposits
No amount of principal or interest on erstwhile fixed deposits was outstanding as on 31 March, 2017. Further, the Company has not invited any fresh deposits.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
To strengthen the leadership at the Board level with independent professionals, in accordance with the provisions of the Companies Act, 2013 ("the Act") read with the Articles of Association of the Company, Mr. Sudhir Mathur was appointed as an Additional Director (Independent) by the Board of Directors on 7 February, 2017. His appointment as an Independent Director is recommended for approval by the Members of the Company at the forthcoming Annual General Meeting (AGM) of the Company for a term of 5 years. His profile is provided in the Corporate Governance Report.
As per the provisions of the Act, Mr. R.R. Vederah retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. His profile is provided in the Corporate Governance Report. The Directors recommend his reappointment as Non Executive Director of the Company.
The Nomination and Remuneration Committee has formulated criteria and policy for the identification / appointment of Directors, Key Managerial Personnel & Senior Management, their remuneration and evaluation. The same is also briefed in the Corporate Governance Report.
The Board has carried out annual evaluation as per criteria laid down by the Nomination and Remuneration Committee.
Further, Mr. Bimal Khandelwal was appointed as Chief Financial Officer of the Company with effect from 21 April, 2017.
Ms. Nandini Adya resigned from the directorship of Company w.e.f 19 May, 2017. The Board places on record its appreciation of her contribution during her tenure as Director.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration confirming that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 {Listing Regulations}.
MEETINGS OF THE BOARD
The details of meetings of the Board of Directors of the Company are contained in the Corporate Governance Report.
PROMOTER GROUP
The Company is a part of the Avantha Group, the business conglomerate led by the Chairman, Mr. Gautam Thapar. The Avantha Group has global presence. As required by the Listing Regulations, the Company periodically discloses its Promoter, Promoter Group and persons acting in concert in the shareholding pattern and other filings with the Stock Exchanges.
SUBSIDIARY COMPANIES
The Company has three Indian subsidiaries viz. BILT Graphic Paper Products Limited (BGPPL), Avantha Agritech Limited {(AAL), (formerly BILT Tree Tech Limited )} and Premier Tissues (India) Limited (PTIL) and six foreign subsidiaries viz. four based in The Netherlands namely Ballarpur International Holdings B.V. (BIH), Bilt Paper B.V. (BPBV), Ballarpur Paper Holdings B.V. (BPH), Ballarpur Speciality Paper Holdings B.V. (BSPH), Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia and BILT General Trading (FZE), based in UAE. AAL and PTIL are direct subsidiaries and BGPPL is a step down subsidiary of the Company.
Management Discussion and Analysis Report, as annexed herewith comprises a note on the performance of each of the subsidiaries. The audited accounts of Company''s subsidiaries are available on the website of the Company and are not enclosed to this Annual Report and the same may be provided to any member on request.
The Company has no joint venture or associate company.
CONSOLIDATION OF ACCOUNTS
Consolidated Financial Statement of the Company and its aforesaid 9 subsidiaries are annexed to this Report.
The performance and financial position of each of the subsidiaries are detailed in ''Statement containing salient features of the financial statement of subsidiaries in Form AOC I, pursuant to Section 129 of the Act''.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31 March, 2017, and the date of the Board''s report i.e. 23 May, 2017.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure;
- They had selected such accounting policies and applied them consistently and made judgments 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 financial year and of the loss of the Company for the financial year;
- They had taken proper and sufficient care for maintenance of adequate accounting records as provided in the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
- The annual accounts of the Company have been prepared on a "going concern" basis;
- They had laid down internal financial controls to be followed by the Company and that such controls are adequate and were operating effectively; and
- They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS'' REPORTS
The tenure of M/s. K. K. Mankeshwar & Co., Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the forthcoming Annual General Meeting (AGM) of the Company. In view of the requirement of mandatory rotation, the Board of Directors on the recommendation of the Audit Committee propose to appoint M/s Sharp & Tannan, Chartered Accountants (FRN 003792S), as Statutory Auditors for a period of five years. M/s Sharp & Tannan, Chartered Accountants, if appointed at forthcoming AGM, shall hold office till the conclusion of 77th AGM of the Company and their re-appointment shall be subject to ratification by the Members at every AGM to be held during the period of their appointment. The Board places on record its appreciation for contributions of M/s K.K. Mankeshwar & Co. as Statutory Auditors of the Company.
M/s Sharp & Tannan, Chartered Accountants, Chennai (FRN 003792S) are into Assurance, Tax and Advisory services. They have pan India presence and have an experienced team. They also have several other prominent Indian companies as their clients in a variety of sectors like Construction, Infrastructure, Manufacturing, Power transmission and distribution, Oil & Gas, Automotive components, Insurance etc.
The Company has received requisite certificate to the effect that their appointment, if made at the forthcoming Annual General Meeting, would be in accordance with Section 141 of the Act and that they hold a valid certificate issued by Peer review board of The Institute of Chartered Accountants of India.
Board''s explanation to Auditor''s qualification & emphasis of matter
"The qualified opinion on the liability for the put option on the Company pertaining
to subsidiaries and emphasis of matter regarding invocation of Strategic Debt Restructuring by the Lenders due to non fulfillment of debt obligations given by Statutory Auditors in their report are self explanatory and also suitably explained in Note Nos. 44 and 45 respectively of the Notes to the Financial Statements of the Company and does not require any additional comment(s)."
The Board had appointed M/s PDS & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2016-2017. The Secretarial Audit Report for the said financial year is annexed to this report.
The Board of Directors, on recommendation of Audit Committee have appointed M/s. Bahadur Murao & Co., Cost Accountants, (Registration No. 000008), as Cost Auditors of the Company, to carry out the cost audit of paper manufactured in relation to the financial year ending 31 March, 2018. The Company has received their written consent to act as Cost Auditors of the Company and that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The remuneration of the Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and the requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the Seventy Second Annual General Meeting of your Company.
CORPORATE GOVERNANCE
The Statutory Auditors, M/s. K. K. Mankeshwar & Co., have certified compliance of the Company with the provisions of Corporate Governance, in terms of Listing Regulations. Pursuant to the requirement of the Listing Regulations, the report on Corporate Governance together with the said Compliance certificate is attached and forms part of this Report.
RELATED PARTY TRANSACTIONS AND LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
During the period under review, all transactions with related parties, referred to in sub-section (1) of Section 188 and Regulation 23 of Listing Regulations were in the ordinary course of business and at arm''s length, duly reviewed/approved by the Audit Committee of the Company. Further, there were no material contracts, arrangements
Dor transactions with related parties which require disclosure in Form AOC-2.
Details of loans / guarantees / investments by the Company under Section 186 of the Companies Act, 2013 are provided in the financial statements of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended 31 March, 2017, the Board is of the opinion that the Company has sound internal financial controls commensurate with the nature and size of its business operations; wherein controls are in place, operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and / or improved controls, wherever the effect of such gaps would have a material effect on the Company''s operation.
RISK MANAGEMENT
BILT has adopted the group risk management policy. Accordingly, all operational processes are duly covered to assess the risk level. Business risks are assessed by operational management and steps are taken for minimization of the same.
STATUTORY COMMITTEES
Details of various Committees of the Board viz. Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility and Risk Management constituted in compliance with the provisions of the Companies Act, 2013 and Listing Regulations, viz. constitution, purpose, attendance etc. has been provided in the Corporate Governance Report, as annexed with this Report.
The Board has accepted recommendations of the Committees, wherever made.
STATUTORY POLICIES
In compliance of the various provisions of the Companies Act, 2013 and Listing Regulations, the Company has made the following policies which are available on the website of the Company:
-Policy on materiality of and dealing with related party transactions
- Policy for determining material subsidiaries of the Company
- Corporate Social Responsibility Policy
- Policy for preservation of documents
- Policy relating to remuneration of Directors/Key Managerial Personnel
- Policy on determination of materiality of events
- Policy for fair disclosure of Unpublished Price sensitive information
- Whistle Blower Policy, covering all employees and Directors, for the vigil mechanism inter alia providing a direct access to a whistle blower to the Chairman of the Audit Committee.
- Policy on "Prevention of Sexual Harassment of Women at Workplace" in line with the requirement of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". There was no incident during the year.
SIGNIFICANT/ MATERIAL ORDERS PASSED BY REGULATORS
There are no significant/ material orders passed by any Regulator/Courts/Tribunal impacting the going concern status of the Company or impacting its operations in future.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO
As required by the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format, as annexed with this Report as Annexure 1.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed with this Report as Annexure 2.
extract of the annual return
An extract of the Annual Return as of 31 March, 2017, pursuant to sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is annexed with this Report as Annexure 3.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. A report on CSR activities undertaken by the Company as per CSR Policy of the Company in terms of said section and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed with this Report as Annexure 4.
ACKNOWLEDGEMENT
The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their professionalism, creativity, integrity and efforts in effective utilisation of available resources for the Company''s performance.
The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company.
For and on behalf of the Board of Directors
GAUTAM THAPAR
Chairman
DIN 00012289
B. HARIHARAN
Group Director (Finance)
DIN 00012432
Date 23 May, 2017
Place New Delhi
Jun 30, 2014
Dear Members,
The Directors have pleasure in presenting the Sixty Ninth Annual
Report together with the Audited Statement of Accounts for the
financial year ended 30 June 2014.
Operations
A detailed review of the operations and performance of the Company is
provided in the Management Discussion & Analysis Report, which is given
as a separate chapter in the Annual Report.
Dividend
Your Directors have recommended payment of dividend of Re. 0.20 per
equity share of Rs. 2/- each (previous year Re. 0.30 per equity share)
on the equity share capital of the Company for the financial year ended
30 June 2014.
Directorate
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Ms. Jane Fields Wicker-Miurin
was appointed as an Additional Director (Independent Director) by the
Directors on 12 November 2013 and subsequently appointed as a Director
at the Annual General Meeting held on 12 December 2013.
Mr. R.R. Vederah demitted the office of Managing Director & Executive
Vice Chairman on 30 June 2014 and continues to be Non Executive Vice
Chairman of the Company.
Mr. P.V. Bhide and Ms. Jane Fields Wicker ÂMiurin, Directors resigned
from the Board of Directors of the Company with effect from 31 March
2014, to ensure their significant time commitments as Directors on the
Board of Bilt Paper B.V. (BPBV-formerly Ballarpur International
Graphic Paper Holdings B.V.), a step down subsidiary of the Company.
The Board placed on record its deep appreciation for valuable
contributions made and insights provided by them during their tenure as
Directors of the Company.
As per the provisions of the Companies Act, 2013 ("the Act"), Mr. R.R.
Vederah retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment. Pursuant to
provisions of the Act, all Independent Directors of the Company must be
appointed within one year of the commencement of the Act. Accordingly,
Mr. Sanjay Labroo, Mr. A.S. Dulat and Mr. Ashish Guha, Independent
Directors are recommended for confirmation of appointment as
Independent Director for a period of five years as per the provisions
of the Act. All the Independent Directors have affirmed compliance
thereto.
The details of the Directors being recommended for appointment and/or
re- appointment are contained in the Corporate Governance Report.
Financial highlights IN RS. CRORE
Standalone Consolidated
PARTICULARS 2013-14 2012-13 2013-14 2012-13
Net Sales 944.81 981.14 5220.32 4,854.81
Profit before Interest,
Depreciation, Amortisation and Taxes 135.62 161.22 948.05 875.58
Less: Finance Cost 53.74 42.64 422.86 346.71
Profit before Depreciation,
Amortisation and Taxes 81.88 118.58 525.19 528.87
Less: Depreciation and Amortisation 71.74 80.89 495.64 451.70
Profit for the year before Tax 10.14 37.69 29.55 77.17
Less: Tax Expense (25.08) 4.50 (32.11) (16.38)
Profit after Tax 35.22 33.19 61.66 93.55
Less: Minority Interest - - 11.89 15.67
Add: Balance brought forward
from the previous year 255.47 248.87 600.56 625.48
Add: Debenture Redemption
Reserve no longer required 18.75 20.00 23.12 40.00
Leaving a surplus of 309.44 302.06 673.45 743.36
Which your directors
recommend, be appropriated
as follows:
Transfer to General Reserve - 1.70 - 1.70
Distribution on unsecured
perpetual securities - - 101.55 90.41
Transfer to Debenture Redemption
Reserve 46.88 21.88 30.00 21.88
Payment of Dividend:
Proposed Dividend on 65,55,23,839
Equity Shares of Rs. 2/- each @ 10
percent 13.11 19.67 13.11 19.67
Add: Dividend Tax 2.62 3.34 8.70 9.14
Balance carried forward to next
year''s Account 246.83 255.47 520.09 600.56
Promoter group
The Company is a part of US$ 4 Billion Avantha Group, one of India''s
leading business conglomerates led by the Chairman, Mr. Gautam Thapar.
The Avantha Group has a worldwide presence in 90 countries with more
than 25,000 employees. As required by the Listing Agreement with the
Stock Exchanges,
the Company periodically discloses its Promoter Group and persons
acting in concert in the shareholding pattern and other filings with
the Stock Exchanges.
Subsidiary companies
The Company has three Indian subsidiaries viz. BILT Graphic Paper
Products Limited (BGPPL), BILT Tree Tech Limited (BTTL)
and Premier Tissues (India) Limited (PTIL) and five foreign
subsidiaries i.e. four based in The Netherlands namely Ballarpur
International Holdings B.V. (BIH), Bilt Paper B.V. (BPBV - formerly
Ballarpur International Graphic Paper Holdings B.V.), Ballarpur Paper
Holdings B.V. (BPH) and Ballarpur Speciality Paper Holdings B.V.
(BSPH); Sabah Forest Industries Sdn. Bhd. (SFI) based in Malaysia.
BTTL and PTIL are direct subsidiaries and BGPPL is a step down
subsidiary of the Company.
BPBV has made its first submission of draft Offer document for possible
offer & listing of its equity shares on the main market of the
Singapore Stock Exchange (SGX-ST) and Monetary Authority of Singapore
(MAS) on 21 July 2014.
Pursuant to a general exemption granted by the Ministry of Corporate
Affairs under Section 212 of the Companies Act, 1956, the Company is
not required to annex to this Report, the Annual Reports of the
abovementioned subsidiaries for the financial year ended 30 June 2014.
However, if any Member of the Company desires to obtain the Annual
Reports of its subsidiaries, the Company will make the same available,
upon request. The aforesaid Annual Reports will also be available for
inspection at the Registered and Head Office of the Company and at
Registered Office of the subsidiaries during working hours upto the
date of the Annual General Meeting.
The details of each subsidiary with respect to capital, reserves, total
assets, total liabilities, details of investment (except in case of
investment in subsidiaries), turnover, profit before taxation,
provision for taxation, profit after taxation and proposed dividend are
detailed in the Financial Section of the Annual Report.
Consolidation of accounts
As required by Accounting Standards ASÂ21 and ASÂ23 of the Institute of
Chartered Accountants of India, the financial statements reflecting the
consolidation of the Accounts of the Company and its 8 subsidiaries
mentioned above are annexed to this Report.
conservation of energy, research & development, technology absorption
and foreign exchange earnings and outgo As required by the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, the relevant particulars pertaining to conservation of energy,
research & development, technology absorption and foreign exchange
earnings and outgo are given in the prescribed format as an Annexure to
this Report.
Particulars of employees
The statement of particulars required pursuant to Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) (Amendment) Rules, 2011, forms a part of this Report.
However, as permitted by the Companies Act, 1956, the Report and
Accounts are being sent to all Members and other entitled persons
excluding the above statement. Those interested in obtaining a copy of
the said statement may write to the Company at its Registered Office
and the same will be sent by post. The statement is also available for
inspection at the Registered Office, during working hours upto the date
of the Annual General Meeting.
Directors'' responsibility statement
Your Directors would like to assure the Members that the financial
statements for the year under review conform in their entirety to the
requirements of the Companies Act, 1956. Your Directors confirm that:
¾ The Annual Accounts have been prepared in conformity with the
applicable Accounting Standards; ¾ The Accounting Policies selected and
applied on a consistent basis, give a true and fair view of the affairs
of the Company and of the profit for the financial year; ¾ Sufficient
care has been taken that adequate accounting records have been
maintained for safeguarding the assets of the Company; and for
prevention and detection of fraud and other irregularities; ¾ The
Annual Accounts have been prepared on a going concern basis.
Auditors
The Statutory Auditors of the Company, M/s. K.K. Mankeshwar & Co.,
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re- appointment on terms to be recommended by the Audit
Committee and Board of Directors. The Company has received requisite
certificate to the effect that their re-appointment, if made at the
ensuing Annual General Meeting, would be in accordance with Section 141
(3)(g) of the Companies Act, 2013.
The Company had appointed M/s. Bahadur Murao & Co., Cost Accountants,
to audit the Cost Accounts related to paper manufactured by the Company
at Unit Shree Gopal, for the financial year ended 30 June 2013. The due
date for filing the Cost Audit Report was 27 December 2013, which was
filed on 26 December 2013.
The Company had appointed M/s. Bahadur Murao & Co. to audit the Cost
Accounts related to paper manufactured at Unit Shree Gopal for the
financial year ending 30 June 2014. The due date for filing the Cost
Audit Report for the said financial year is 27 December 2014.
Corporate governance
The Auditors, M/s. K.K. Mankeshwar & Co., have certified compliance of
the Company with the provisions of Corporate Governance, in terms of
Clause 49 of the Listing Agreement with the Stock Exchanges. The Report
on Corporate Governance together with the said certificate is attached
and forms part of this Report.
Fixed deposits
The Company has discontinued acceptance of fresh deposits and also
renewal of deposits. There is no deposit due for maturity. Deposit of
Rs. 18.40 lacs due for repayment as on 30 June 2013 were unclaimed by
70 depositors. During the financial year 2013-14, the Company has
transferred the entire amount of Rs. 11.40 lacs to Investor Education
and Protection Fund on completion of seven years and paid Rs. 7.00 lacs
to 8 depositors. No amount of principal or interest was outstanding as
on 30 June 2014.
Acknowledgement
The Directors wish to convey their gratitude and appreciation to all of
the Company''s employees for their tremendous individual efforts as well
as their collective dedication and contribution to the Company''s
performance.
The Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers, government and
all the other business associates for their continued support extended
to the Company.
For and on behalf of the Board of Directors
GAUTAM THAPAR
Chairman DIN 00012289
B. HARIHARAN
Group Director (Finance)
DIN 00012432
DATE 27 August 2014
PLACE New Delhi
Mar 31, 2014
The Directors have pleasure in presenting the Annual Report with
audited statement of accounts for the year ended 31st March, 2014.
( Rs. in Crores)
31st March
2014 31st March
2013
Gross operating Profit (before interest
and depreciation) 55.44 49.83
Profit on sale of Land - 5.50
Gross Profit before interest,
depreciation & tax 55.44 55.33
Less : Interest 17.30 19.29
Gross Profit before Depreciation 38.14 36.04
Less : Depreciation 13.48 14.89
Profit before tax and exceptional items 24.66 21.15
Less : Exceptional Items - 1.29
Tax Expenses :
Current Tax 9.00 6.72
Deferred Tax (0.44) 1.27
Profit after Tax 16.10 11.87
To which is added :
- Balance brought forward from the
previous year 67.44 61.78
Leaving a balance of 83.54 73.65
Which your Directors recommend to be
appropriated as under :
Interim Dividend Paid
- Rs. 5.50 per Preference Share on
3000000 11% 1.65 1.65
Preference Shares of Rs. 100/- each
(last year Rs. 5.50 per preference share)
Proposed Dividend
- @ Rs. 5.50 on 3000000 11% Preference
Shares of 1.65 1.65
Rs. 100/- each (last year Rs. 5.50 per
preference share)
- @ Rs. 0.30 per Equity Share of Rs.
2/- each (Last year Rs. 0.20 per Equity 1.50 1.00
Share)
Tax on Dividend 0.82 0.72
Transfer to General Reserve 1.61 1.19
Carried forward to next year''s account 76.31 67.44
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs. 0.30 per Equity
Share on 5,02,76,013 Equity Shares, face value of Rs. 2/- each, amounting
to Rs. 1,50,82,804/- and final dividend of Rs. 5.50 per Preference Share on
30,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs.
100/- each, amounting to Rs. 1,65,00,000/-.
During the year, the Company had declared and paid an interim
dividend @ Rs. 5.50 per preference share on 30,00,000 11% Cumulative
Redeemable Preference Shares of Rs. 100/- each for the year ended 31st
March, 2014 amounting to Rs. 1,65,00,000/-.
The total outgo on account of dividend including dividend tax of Rs.
81,71,672/- will be Rs. 5,62,54,476/-.
OPERATIONS
During the year under review, the operations of your Company were
adversely affected due to slow down in the manufacturing sector
particularly in the paper, board and textile industries. The economic
slow down has resulted in supply exceeding demand in starch business
and the entry of new players in the clay market has put pressure on the
margins of the Company''s products.
Your Company has registered a marginal growth of 9%, with a net
turnover of Rs. 462 Crores as against Rs. 421 Crores in the previous year.
Your Company''s efforts on process improvement coupled with price
increases resulted in an increase of 33% in the PAT (Profit after Tax)
to Rs. 16 Crores from Rs. 12 Crores in the previous year.
The specialty starch plant at Shimoga has taken a longer period for
its stabilization, incurring EBIDTA loss during the year under review.
However, the plant is expected to reach EBIDTA breakeven during the
current financial year.
As informed earlier, the Company had put Bhuj Clay project on hold due
to adverse economic conditions and management is constantly reviewing
the same.
A detailed review of the operations and performance of the clay and
starch businesses is contained in the Management Discussion & Analysis
Report which is appended to the Di- rectors'' Report and forms part of
it.
EXPORTS
The continued thrust on export activities has resulted in volume growth
by 16% during the financial year under review. Your Company''s total
exports were at Rs. 48.32 Crores in the year under review as compared to
Rs. 28.04 Crores in the previous year, showing a growth of 72%.
RESEARCH & DEVELOPMENT ACTIVITIES
The R&D activities of the Company gives required impetus in new product
development, offering application support to customers and technical
support to plant operations. Various new products are being developed
and expected to be market- ed in coming years in both the segments.
Particulars with respect to R&D activities carried out, benefits
derived, and the expenditure incurred thereon during the year under
review are provided in Form B annexed to this report and form part of
this report.
FIXED DEPOSITS
On 31st March, 2014 fxed deposits amounting to Rs. 22,52,000/- which
became due for repayment had remained unclaimed by 22 depositors.
CORPORATE GOVERNANCE
The Company has complied with the code on corporate governance as
prescribed under Clause 49 of the Listing Agreement with the Stock
Exchanges. A compliance report along with Auditor''s Certificate
confirming the compliance is appended herewith and forms part of
this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy in respect of starch division and detail of
Technology absorption in respect of Starch and Clay Divisions are
annexed herewith in Form A.
The company has recorded export earnings of Rs. 48.32 Crores and
remittance of foreign currency equivalent to Rs. 5.94 Crores towards
various purposes details of which have been incorporated in the Notes
to Accounts No. 35 to 37.
DIRECTORS
Mr. Vijay Rai and Mr. Praveen Sachdev were appointed as the independent
Directors subject to retirement by rotation, under the Companies Act,
1956 and being longest in the Office, are liable to retire by rotation.
Mr. Vijay Kishore Sharma was appointed as an Additional Director of the
Company w.e.f. 28-10-2013 and he would hold office up to the date of
ensuing Annual General Meeting of the Company.
Now the Companies Act, 2013 requires that the appointment of
Independent Director can be made for a term up to 5 consecutive years
and the Independent Director shall not be liable to retire by rotation.
Notice U/s 160(1) of the Companies Act, 2013 has been received
proposing the appointment of Mr. Vijay Rai and Mr. Vijay Kishore Sharma
for a period of 3 years and Mr. Praveen Sachdev for a period of one
year as Independent Directors of the Company. The Profiles of Mr. Vijay
Rai, Mr. Praveen Sachdev and Mr. Vijay Kishore Sharma seeking
reappointment, forms part of the Corporate Governance Report.
DELISTING
In response to the request of M/s DBH International Pvt. Ltd.
(Acquirer), one of the promoters of the Company, to voluntarily delist
the Equity Shares of the Company from the Stock Exchanges, your Company
had obtained the in- principle approval from the Stock Exchanges for
the delisting of Equity Shares of the Company. The Acquirer had made
necessary public announcement and Letter of Offer for acquisition of
shares from the public shareholders and has accepted the exit price of
Rs. 48/- per Equity Share. The shareholders who did not participate in
the Reverse Book Building process or whose bids had been rejected, can
offer to sell their shares to the promoter M/s DBH International Pvt.
Ltd. upto one year from the date of delisting of Equity Shares.
PROMOTER GROUP
The Promoter Group holding in the Company currently is 77.92% of the
Company''s Equity Capital. The Members may note that the promoter group
companies, are controlled by Mr. Karan Thapar, comprising of the
following Companies
1) Greaves Cotton Ltd.,
(2) Premium Transmission Ltd.,
(3) Pembril Industrial & Engineering Company Pvt. Ltd.,
(4) DBH International Pvt. Ltd.
(5) Karun Carpets Pvt. Ltd.,
(6) Greaves Leasing Finance Ltd.,
(7) Dee Greaves Ltd.,
(8) Bharat Starch Products Ltd.,
(9) DBH Global Holdings Ltd.,
(10) DBH Investments Pvt. Ltd.,
(11) DBH Consulting Ltd.
(12) Greaves Auto Ltd.
(13) Ascot International FZC,
(14) Premium Transmission Cooperative UA,
(15) DBH Stephan Ltd. and
(16) Premium Stephan B.V.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
1956
Statement of particular of employees as required under Section 217
(2A) of the Companies Act, 1956 read with the Companies (particulars of
employees) Rules, 1975 as amended up to date are attached here- with and
form part of Directors'' Report, as Annexure ''A".
COST AUDITOR
M/s A.R. Narayanan & Co., Cost Accountants, have been re-appointed as
Cost Auditors to conduct the cost audit of the accounts maintained by
the company. They have confirmed their eligibility for appointment under
the provisions of Section 148 of the Companies Act, 2013.
AUDITORS
M/s Walker Chandiok & Co. LLP (formerly Walker, Chandiok & Co.),
Chartered Accountants, the existing Auditors retire and are eligible
for reappointment. Their appointment and remuneration is recommended
for your approval for one year i.e. for the financial year 2014-15, to
hold office from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting.
RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, it is hereby confirmed;
a) That the Company has followed the applicable ac- counting standards
in the preparation of the Annual Accounts for the year ending
31-03-2014 and there is no material deviation from the previous year.
b) That the Company has selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company for the year ended 31st March, 2014 and of the profit of
the year ended 31.03.2014.
c) That the Company has 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 and;
d) That the Annual Accounts are prepared on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
Your Company continued to pursue its agenda on social responsibility
during the year. The Rain Water Harvesting scheme is working efficiently
and the water stored in the reservoir is shared with surrounding
villages. Your Company also regularly conducts Medical Camps for the
villages around the various Mines and factories.
HUMAN RESOURCES
Your Company has successfully aligned human capital with business and
organizational objectives. The emphasis has been on team work, skill
development and development of leadership and functional capabilities
of the employees.
INDUSTRIAL RELATIONS
The Board of Directors places on record the active, dedicated and
valuable contribution made by employees of the Company at all levels in
achieving the results in the operations of the Company. The
Industrial relations remained cordial at all units of the Company.
ACKNOWLEDGEMENT
The Board of Directors places on record their appreciation for the
continued support and confidence received from Banks viz. Axis Bank
Ltd., State Bank of India, Yes Bank Ltd., ICICI Bank Ltd. and Inducing
Bank Ld. and Central and State Governments and other Government
authorities.
The Directors are also thankful to all other stakeholders for their
valuable sustained support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/-
Place : Gurgaon Karan Thapar
Date : 02-05-2014 Chairman
Jun 30, 2013
The directors have pleasure in presenting the Sixty Eighth Annual
Report together with the Audited Statement of Accounts for the
financial year ended 30 June 2013.
fiNaNcial HigHligHts
IN RS. CRORE STANDALONE CONSOLIDATED
Particulars 2012Â13 2011Â12 2012Â13 2011Â12
Net Sales 981.14 1,090.23 4,854.81 4,732.25
Profit before Interest,
Depreciation, Amortisation
and Taxes 161.22 128.43 875.58 800.90
Less: Finance Cost 42.64 26.40 346.71 265.63
Profit before Depreciation,
Amortisation and Taxes 118.58 102.03 528.87 535.27
Less: Depreciation
and Amortisation 80.89 89.83 451.70 364.01
Profit for the year before Tax 37.69 12.20 77.17 171.26
Less: Tax Expense 4.50 5.63 (16.38) 12.19
Profit after Tax 33.19 6.57 93.55 159.07
Less: Minority Interest 15.67 35.98
Add: Balance brought
forward from the previous year 248.87 290.78 625.48 618.53
Add: Debenture Redemption
Reserve no longer required 20.00 7.50 40.00 7.50
Leaving a surplus of 302.06 304.85 743.36 749.12
Which your directors
recommend, be appropriated
as follows:
Transfer to General Reserve 1.70 1.00 1.70 1.00
Distribution on unsecured
perpetual securities 90.41 67.66
Transfer to Debenture
Redemption Reserve 21.88 16.88 21.88 16.88
Payment of Dividend:
Proposed Dividend on
65,5523,839
Equity Shares of Rs. 2/- 19.67 32.78 19.67 32.78
each @ 15 per cent
Add: Dividend Tax 3.34 5.32 9.14 5.32
Balance carried forward to
next year''s Account 255.47 248.87 600.56 625.48
OPERATIONS
A detailed review of the operations and performance of the Company is
provided in the Management Discussion & Analysis Report, which is given
as a separate chapter in the Annual Report.
INTERNAL RESTRUCTURING OF THE BUSINESSES
The Company completed the transfer by way of slump exchange basis, as a
going concern, the then business undertakings of the Company comprising
Units Sewa and Ashti with Unit Kamalapuram, which was then a part of
BILT Graphic Paper Products Limited (BGPPL), a step down subsidiary of
the Company.The transfer was executed on 1 October 2012 with effect
from 1 July 2012, pursuant to approval of Members of the Company by an
overwhelming majority as per the votes cast through a Postal Ballot.
Post completion of the Slump Exchange, the shareholding of the Company
in BGPPL remains unchanged and hence there is no impact on the
consolidated financials of the Company.
During the financial year 2012Â13, the Company completed acquisition of
captive power plant (CPP) of Avantha Power & Infrastructure Limited
(APIL) situated at Unit Shree Gopal and BGPPL had also completed
acquisition of CPPs of APIL situated at Units Ballarpur, Bhigwan and
Sewa.
Consequently, the performance of the Company, both standalone and
consolidated, for the financial year ended 30 June 2013 is not strictly
comparable with that of the previous financial year.
DIVIDEND
Your Directors have recommended payment of dividend of Rs.0.30 per
equity share of Rs.2/- each (previous year Re.0.50 per equity share) on
the equity share capital of the Company for the financial year ended 30
June 2013.
DIRECTORATE
Mr. Gautam Thapar and Mr. Sanjay Labroo, Directors retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment.
The details of the Directors being recommended for re-appointment are
contained in the Corporate Governance Report.
PROMOTER GROUP
The Company is a part of the Avantha Group, one of India''s leading
business conglomerates led by the Chairman, Mr Gautam Thapar. The
Avantha Group has a worldwide presence in 90 countries with more than
25,000 employees. As required by the Listing Agreement with the Stock
Exchanges, the Company periodically discloses its Promoter Group and
persons acting in concert in the shareholding pattern and other filings
with the Stock Exchanges.
SUBSIDIARY COMPANIES
The Company has three Indian subsidiaries viz. BILT Graphic Paper
Products Limited (BGPPL), BILT Tree Tech Limited (BTTL) and Premier
Tissues (India) Limited (PTIL) and five foreign subsidiaries i.e. four
based in The Netherlands namely Ballarpur International Holdings B.V.
(BIH), Ballarpur International Graphic Paper Holdings B.V. (BIGPH),
Ballarpur Paper Holdings B.V. (BPH) and Ballarpur Speciality Paper
Holdings B.V. (BSPH); Sabah Forest Industries Sdn. Bhd. (SFI) based in
Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a step
down subsidiary of the Company.
During the year, erstwhile Ballarpur Packaging Holdings B.V.
(subsidiary of the Company) was merged into BSPH on 8 June 2013 with
effect from 1 July 2012.
Pursuant to a general exemption granted by the Ministry of Corporate
Affairs under Section 212 of the Companies Act, 1956, the Company is
not required to annex to this Report, the Annual Reports of the
abovementioned subsidiaries for the financial year ended 30 June 2013.
However, if any Member of the Company desires to obtain the Annual
Reports of its subsidiaries, the Company will make the same available,
upon request. The aforesaid Annual Reports will also be available for
inspection at the Registered and Head Office of the Company and at
Registered Office of the subsidiaries during working hours upto the
date of the Annual General Meeting.
The details of each subsidiary with respect to capital, reserves, total
assets, total liabilities, details of investment
(except in case of investment in subsidiaries), turnover, profit before
taxation, provision for taxation, profit after taxation and proposed
dividend are detailed in the Financial Section of the Annual Report.
CONSOLIDATION OF ACCOUNTS
As required by Accounting Standards ASÂ21 and ASÂ23 of the Institute of
Chartered Accountants of India, the financial statements reflecting the
consolidation of the Accounts of the Company and its 8 subsidiaries
mentioned above are annexed to this Report.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant particulars pertaining
to conservation of energy, research & development, technology
absorption and foreign exchange earnings and outgo are given in the
prescribed format as an Annexure to this Report.
PARTICULARS OF EMPLOYEES
The statement of particulars required pursuant to Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) (Amendment) Rules, 2011, forms a part of this Report.
However, as permitted by the Companies Act, 1956, the Report and
Accounts are being sent to all Members and other entitled persons
excluding the above statement. Those interested in obtaining a copy of
the said statement may write to the Company at its Registered Office
and the same will be sent by post. The statement is also available for
inspection at the Registered Office, during working hours upto the date
of the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the financial
statements for the year under review conform in their entirety to the
requirements of the Companies Act, 1956.
Your Directors confirm that: ? The Annual Accounts have been prepared
in conformity with the applicable Accounting Standards;
? The Accounting Policies selected and applied on a consistent basis,
give a true and fair view of the affairs of the Company and of the
profit for the financial year;
? Sufficient care has been taken that adequate accounting records have
been maintained for safeguarding the assets of the Company; and for
prevention and detection of fraud and other irregularities;
? The Annual Accounts have been prepared on a going concern basis.
AUDITORS
The Statutory Auditors of the Company, M/s. K. K. Mankeshwar & Co.,
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re- appointment. The Company has received a letter from
the Statutory Auditors to the effect that their re-appointment, if made
at the ensuing Annual General Meeting, would be within the limits
prescribed under Section 224 (1B) of the Companies Act, 1956 and are
recommended for re- appointment.
The Company had appointed Messrs S. Gupta & Co., Bahadur Murao & Co.
and Ramanath Iyer & Co., Cost Accountants, to audit the Cost Accounts
related to paper manufactured by the Company at its three Units i.e.
Sewa, Shree Gopal and Ashti respectively, for the financial year ended
30 June 2012. M/s Bahadur Murao & Co. was designated as the lead Cost
Auditor for consolidation of aforesaid reports of the Cost Auditors and
filing of the same. The due date for filing consolidated Cost Audit
Report was 31 January 2013, which was filed on 2 January 2013.
The Company had appointed Messrs Bahadur Murao & Co. to audit the Cost
Accounts related to paper manufactured at Unit Shree Gopal for the
financial year ending 30 June 2013. The due date for filing the Cost
Audit Report for the said financial year is 27 December 2013.
CORPORATE GOVERNANCE
The Auditors, M/s. K. K. Mankeshwar & Co., have certified compliance of
the Company with the provisions of Corporate Governance, in terms of
Clause 49 of the Listing Agreement with the Stock Exchanges. The Report
on Corporate Governance together with the said certificate is attached
and forms part of this Report.
FIXED DEPOSITS
The Company had, effective August 2004, discontinued acceptance of
fresh deposits/renewal of deposits. There is no deposit due for
maturity. Deposits of Rs. 18.40 lac due for repayment as of 30 June
2013 were unclaimed by 70 depositors. As on the date of this Report,
Rs.15.58 lac is unclaimed.
ACKNOWLEDGEMENT
The Directors wish to convey their gratitude and appreciation to all of
the Company''s employees for their tremendous individual efforts as well
as their collective dedication and contribution to the Company''s
performance.
The Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers, government and
all the other business associates for their continued support extended
to the Company and their confidence in the Management.
For and on behalf of the Board of Directors
GAUTAM THAPAR
Chairman
DIN No.00012289
R. R. VEDERAH
Managing Director & Executive Vice
Chairman
DIN No.00012252
B. HARIHARAN
Group Director (Finance)
DIN No.00012432
Date 29 August 2013
Place New Delhi
Mar 31, 2013
To, The Members:
The Directors have pleasure in presenting the Annual Report with
audited statement of accounts for the year ended 31st March, 2013.
(Rs. in Crores)
31st March, 2013 31st March, 2012
Gross operating Profit (before
interest and depreciation) 55.33 56.96
Less : Interest 19.29 19.06
Gross Profit before Depreciation 36.04 37.90
Less : Depreciation 14.89 13.37
Profit before tax and exceptional items 21.15 24.53
Less : Exceptional Items 1.29 2.22
Tax Expenses :
Current Tax 5.96 4.96
Short (Excess) Provision adjusted 0.76 0.08
Deferred Tax 1.27 2.44
Profit after Tax 11.87 14.83
To which is added :
- Balance brought forward from the
previous year 61.78 54.02
Leaving a balance of 73.65 68.85
Which your Directors recommend to be
appropriated as under :
Interim Dividend Paid
- Rs. 5.50 per Preference Share on
30,00,000 11% Preference Shares 1.65 1.65
of Rs.100/- each (last year Rs. 5.50 per
Preference Share)
- Rs. Nil per Equity Share of Rs. 2/- each - 1.51
(last year Rs. 0.30 per Equity Share of
Rs. 2/- each)
Proposed Dividend
- @ Rs. 5.50 on 30,00,000 11%
Preference Shares of Rs. 100/- each 1.65 1.65
(last year Rs. 5.50 per Preference Share)
- @ Rs. 0.20 per Equity Share of Rs.
2/- each 1.00 -
(last year Nil)
Tax on Dividend 0.72 0.78
Transfer to General Reserve 1.19 1.48
Carried forward to next year''s account 67.44 61.78
DIVIDEND
Your Directors are pleased to recommend a final dividend @ Rs. 0.20 per
Equity Share on 5,02,76,013 Equity Shares, face value of Rs.2/- each,
amounting to Rs. 1,00,55,203/- and Rs. 5.50 per Preference Share on
30,00,000 11% Cumulative Redeemable Preference Shares, face value of
Rs. 100/- each, amounting to Rs. 1,65,00,000/-.
During the year, the Company had declared and paid an interim dividend
@ Rs. 5.50 per preference share on 30,00,000 11% Cumulative Redeemable
Preference Shares of Rs. 100/- each for the year ended 31st March, 2013
amounting to Rs. 1,65,00,000/-.
The total outgo on account of dividend including dividend tax of Rs.
71,89,770/- will be Rs. 5,02,44,973/-.
OPERATIONS
Your Company registered an overall growth of about 11% in its net sales
turnover from Rs. 378 Crores in the previous year to Rs. 421 Crores in
the current year. However, the EBIDTA of Rs. 55.33 Crores was almost at
the same level as in the previous year of Rs. 56.96 Crores. The profit
after tax declined by about 24% from Rs. 14.83 Crores in the previous
year to Rs.11.87 Crores in the year under review.
The net sales from clay business increased from Rs. 205 Crores to Rs.
235 Crores (an increase of about 14%) over the previous year. However,
the operating margins were under pressure mainly due to increase in the
cost of fuel and power without any corresponding increase in sales
realization and the operating profit remained at Rs. 39 Crores as
against Rs. 40 Crores in the previous year.
The starch business has shown a marginal growth in sales of 8% from Rs.
172.75 Crores in the previous year to Rs. 186.37 Crores for the year
ended 31-03-2013. The starch division as a whole suffered a loss of
Rs.3.32 Crores in the current year as against a profit of Rs. 3.90
Crores in the previous year, essentially on account of steep hike in
maize price, in case of Yamunanagar unit, which could not be passed on
to the customers. However, Yamunanagar unit recorded an operating
profit (EBIT) of Rs. 1.78 Crores for the year 2012-13. Specialty
starch plant established in Shimoga with a capital outlay of Rs. 45
Crores has not achieved its full capacity and is working at a level of
30% of its capacity and has largely contributed to the dismal
performance of the starch business. This unit recorded an operating
loss of Rs. 5.10 Crores during the year under review. Overall, the
operations of the Company were also affected due to slow down in the
growth ofthe economy.
The proposed clay project at Bhuj, Gujarat, charges for which the
Company had acquired 10.50 hectares land has been put on hold and
company is closely watching the economic changes.
The detailed review of the operations and performance ofthe Clay and
Starch businesses is contained in the Management Discussion and
Analysis Report which is appended to the Directors'' Report and form
part of it.
EXPORTS
The continued global economic slow down impacted the growth in exports
particularly in starch. Your Company''s total exports were at Rs. 28
Crores in the year under review as compared to Rs. 25 Crores in the
previous year.
RESEARCH & DEVELOPMENT ACTIVITIES
The continued emphasis on R&D activities and strong research
orientation has played a stellar role in new product development,
application support to the customers as well as technical support to
plant operations.
Particulars with respect to R&D activities carried out, benefits
derived, and the expenditure incurred thereon during the year under
review are provided in Form B annexed to this report and form part of
this report.
FIXED DEPOSITS
On 31st March, 2013 fixed deposits amounting to Rs. 36,38,000/- which
became due for repayment had remained unclaimed by 17 depositors.
CORPORATE GOVERNANCE
The Company has complied with the code on corporate governance as
prescribed under Clause 49 of the Listing Agreement with Bombay Stock
Exchange. A compliance report alongwith Auditor''s Certificate
confirming the compliance is appended herewith and forms part of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy in respect of Starch Division and detail of
Technology absorption in respect of Starch and Clay Divisions are
annexed herewith in Form A.
The company has recorded export earnings of Rs. 28 Crores and
remittance of foreign currency equivalent to Rs. 6.76 Crores towards
various purposes details of which have been incorporated in the Notes
to Accounts No. 35 to 37.
DIRECTORS
Mr. Karan Thapar and Mr. J.K. Jain , Directors being longest in the
office, are liable to retire by rotation and are eligible for
reappointment. Their appointments are recommended for your approval.
The profile of Mr. Karan Thapar and Mr. J.K.Jain seeking reappointment,
forms part ofthe Corporate Governance Report.
Dr. Venkatesh Padmanabhan was appointed as an Additional Director of
the Company and as the Managing Director and Chief Executive Officer of
the Company for a period of 5 years w.e.f. 11-03-2013. As an Additional
Director Dr. Venkatesh Padmanabhan will hold office upto the date of
ensuing Annual General Meeting of the Company. A notice U/s 257 of the
Companies Act, 1956, proposing his candidature as a Director of your
Company, has been received. His appointment as a Director and as the
Managing Director is recommended for your approval. The Profile of Dr.
Venkatesh Padmanabhan seeking appointment, forms part of the Corporate
Governance Report.
Mr. Rahul Gupta Executive Director of the Company ceased to be the
Executive Director/ Director w.e.f. 31-12-2012 . Mr. Rahul Gupta had
been associated with the Company from 2nd March, 2009. The Board place
on record its appreciation for the invaluable service rendered by Mr.
Rahul Gupta during his association with the Company.
DELISTING
The Company has received a proposal from M/s DBH International Pvt.
Ltd. (DBH) one of the Promoters of the Company, to voluntarily delist
the equity shares of the Company from Bombay Stock Exchange, the only
stock exchange where the Equity Shares of the Company are listed, in
terms of SEBI (Delisting of Equity Shares) Regulations, 2009. DBH has
given the floor price of Rs. 41/- per Equity Share. DBH has requested
the Company to seek the shareholders approval by way of Postal Ballot
in accordance with SEBI (Delisting of Equity Shares ) Regulations, 2009
by way of Special Resolution and get in principle approval of Bombay
Stock Exchange. Your Company is taking necessary steps in this matter.
PROMOTER GROUP
The Promoter Group holding in the Company currently is 77.92% of the
Company''s Equity Capital. The Members may note that the promoter group
companies, are controlled by Mr. Karan Thapar, comprising of the
following Companies 1) Greaves Cotton Ltd., (2) Premium Transmission
Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH
International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves
Leasing Finance Ltd., (7) Dee Greaves Ltd., (8) Bharat Starch Products
Ltd., (9) DBH Global Holdings Ltd., (10) DBH Investments Pvt. Ltd.,
(11) Greaves Farymann Diesel GmbH (12) DBH Consulting Ltd. (13) Greaves
Auto Ltd. (14) Greaves Cotton Netherlands B.V. , (15) Ascot
International FZC, (16) Premium Transmission Cooperatie UA, (17) DBH
Stephan Ltd. and (18) Premium Stephan B.V.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
1956
Statement of particular of employees as required under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (particulars of
employees) Rules, 1975 as amended upto date are attached herewith and
form part of Directors'' Report, as Annexure ''A".
AUDITORS
M/s Walker, Chandiok & Co., Chartered Accountants, the existing
Auditors retire and are eligible for reappointment. Their appointment
and remuneration is recommended for your approval.
RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, it is hereby confirmed;
a) That the Company has followed the applicable accounting standards in
the preparation of the Annual Accounts for the year ending 31-03- 2013
and there is no material deviation from the previous year.
b) That the Company has 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 for the year ended 31st March, 2013 and of the profit of
the year ended 31.03.2013.
c) That the Company has 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 and;
d) That the Annual Accounts are prepared on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
Your Company in its avowed commitment towards environment protection
and social responsibility, continues to provide free water under its
rain water harvesting scheme to the neighbouring villages around the
Thonnakkal Mines through pipelines and water tankers. The Company also
regularly conducts medical camps for the villagers.
HUMAN RESOURCES
Your Company believes in and lay special emphasis on team work, skill
development and development of leadership and functional capabilities
ofthe management staff.
INDUSTRIAL RELATIONS
The Board of Directors place on record their sincere appreciation of
the active, dedicated and valuable contribution ofthe Company''s
employee at all levels.
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
ACKNOWLEDGEMENT
The Board of Directors place on record their appreciation for the
invaluable support and co-operation extended by Banks/Financial
Institutions viz. Axis Bank Ltd., State Bank of India, Indusind Bank
Ltd., ICICI Bank Ltd and Yes Bank Ltd. and Central and State
Governments and other Government authorities. The Directors also
express their sincere thanks to all other stakeholders for their
valuable continued support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Vijay Rai) (Dr. Venkatesh Padmanabhan)
Director Managing Director & CEO
Place : Gurgaon
Date : 03-05-2013
Jun 30, 2012
The directors have pleasure in presenting the Sixty Seventh Annual
Report together with the Audited Statement of Accounts for the
financial year ended 30 June 2012.
IN RS. CRORE
consolidated standalone
particulars 2011-12 2010-11 2011-12 2010-11
Net Sales 4747.81 4498.05 1094.35 1059.12
Profit before Interest and
Depreciation 800.90 875.51 128.43 171.94
Less: Interest and Finance
Charges (Net) 265.64 270.45 26.40 37.46
Profit before Depreciation 535.26 605.06 102.03 134.48
Less: Depreciation and Amortisation 364.00 335.62 89.83 84.04
Net Profit for the year before Tax 171.26 269.44 12.20 50.44
Less: Provision for Taxation 12.19 3.84 5.63 20.28
Net Profit after Tax 159.07 265.60 6.57 30.16
Less: Minority Interest 35.98 52.90 -- --
Add: Balance brought forward from
the previous year 618.54 647.80 290.78 315.09
Add: Debenture Redemption Reserve
no longer required 7.50 7.50 7.50 7.50
Leaving a surplus of 749.13 868.00 304.85 352.75
Which your directors recommend, be
appropriated as follows: -- -- -- --
Transfer to General Reserve 1.00 5.00 1.00 5.00
Distribution on Unsecured Perpetual
Securities 67.67 -- -- --
Transfer to Debenture Redemption
Reserve 16.88 198.75 16.88 11.25
Payment of Dividend:
Proposed Dividend on 65,55,23,839
Equity Shares of Rs. 2/- each
@ 25 per cent 32.78 39.33 32.78 39.33
Add: Dividend Tax 5.32 6.38 5.32 6.38
Balance carried forward to next
year's Account 625.48 618.54 248.87 290.79
OPERATIONS
A detailed review of the consolidated performance of your Company is
given in the Management Discussion and Analysis Report, which is a
separate chapter in the Annual Report.
INTERNAL RESTRUCTRING OF THE BUSINESSES
Your Directors, in their meeting held on 3 July 2012 approved the
transfer by way of slump exchange basis, as a going concern with effect
from 1 July 2012, the business undertakings of your Company comprising
Unit Sewa & Unit Ashti, engaged in the business of manufacture of
Copier Paper with business undertaking of BILT Graphic Paper Products
Limited (BGPPL), a step down subsidiary of your Company) comprising
Unit Kamalapuram, engaged in the business of manufacture of Rayon Grade
Pulp. The aforesaid transfer by way of slump exchange shall include all
the employees, movable, immovable and all other assets including
intellectual property rights, liabilities, licences, contracts,
permits, credits, consents, registrations & approvals etc., whatsoever
of the aforesaid business undertakings as a going concern.
Messrs Price Waterhouse & Co. (for the Company) and KPMG India Private
Limited (for BGPPL) were appointed as valuers for valuation of the
aforesaid business undertakings and based on their valuation, your
Directors in its aforesaid meeting had approved the exchange of said
undertakings for a net out ow of Rs. 115.00 Crore to be paid by your
Company to BGPPL towards difference in value of exchange of business
undertakings subject to relevant adjustments.
Your Directors considered the reorganisation to be in the interest of
your Company and its Members as it is expected to improve operational
efficiencies for both the companies and consolidate the writing &
printing paper business, including copier paper business under BGPPL.
The shareholding of your Company in BGPPL shall remain unchanged and
hence there will be no impact on the consolidated financials of your
Company, post the exchange of aforesaid business undertakings. The
Members of the Company had approved the same by an overwhelming
majority, based on the votes cast on the Postal Ballot, the result of
which was declared on 24 August 2012.
Your Directors have also approved the purchase by way of slump sale as
a going concern with effect from 1 July 2012, the business undertaking
i.e. captive power plant of Avantha Power & Infrastructure
Limited situated at P.O Yamunanagar, Distt.
Yamunanagar, Haryana - 135 001
(Unit Shree Gopal).
DIVIDEND
Your Directors have recommended payment of dividend of Rs. 0.50 per
equity share of Rs. 2/- each (previous year Re. 0.60 per equity share)
on the equity share capital of your Company for the financial year
ended 30 June 2012.
DIRECTORATE
Your Directors had on 28 June 2012 re- appointed Mr. R.R Vederah as
Managing Director & Executive Vice Chairman of the Company w.e.f. 1
July 2012 for a period of 2 years. Mr. B. Hariharan and Mr. A.S. Dulat,
Directors retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment.
Mr. P.V. Bhide was appointed as an Additional Director with effect from
7 February 2012 and holds office upto the date of the forthcoming
Annual General Meeting and considering that the Company will benefit
from his continuance as a Director, his appointment is being
recommended.
Dr. Pramath Raj Sinha and Mr. R.K. Ahooja resigned as Directors of the
Company with effect from 31 October 2012 and 7 February 2012
respectively. The Board places on record its deep appreciation for
valuable contributions made and insights provided by Mr. Ahooja and Dr.
Sinha during their tenure as Directors of the Company.
The details of the Directors being recommended for appointment as well
as re- appointment are contained in the Corporate Governance Report.
PROMOTER GROUP
The Company is a part of the USD 4 Billion Avantha Group, an Industrial
conglomerate led by Mr. Gautam Thapar. The Avantha Group has a
worldwide presence in 10 countries with more than 20,000 employees. As
required by the Listing Agreement with the Stock Exchanges, the Company
periodically discloses its Promoter Group and persons acting in concert
in the shareholding pattern and other filings with the Stock Exchanges.
SUBSIDIARY COMPANIES
Your Company has three Indian subsidiaries viz. BILT Graphic Paper
Products Limited (BGPPL), BILT Tree Tech Limited (BTTL) and Premier
Tissues (India) Limited (PTIL) and six foreign subsidiaries i.e. five
based in The Netherlands namely Ballarpur International Holdings B.V.
(BIH), Ballarpur International
Graphic Paper Holdings B.V. (BIGPH), Ballarpur Paper Holdings B.V.
(BPH), Ballarpur Speciality Paper Holdings B.V. (BSPH) and Ballarpur
Packaging Holdings B.V.(BPGH); Sabah Forest Industries Sdn. Bhd. (SFI)
based in Malaysia. BTTL and PTIL are direct subsidiaries and BGPPL is a
step down subsidiary of your Company.
During the year, Ballarpur International Packaging Holdings B.V was
merged into its holding company, BPGH in the Netherlands with effect
from 29 December 2011 and Bilt Paper Limited based in the United
Kingdom was voluntary dissolved with effect from 21 February 2012.
Pursuant to a general exemption granted by the Ministry of Corporate
Affairs under Section 212 of the Companies Act, 1956, the Company is
not required to annex to this Report, the Annual Reports of the
abovementioned subsidiaries for the financial year ended 30 June 2012.
However, if any Member of the Company desires to obtain the Annual
Reports of its subsidiaries, your Company will make the same available,
upon request. The aforesaid Annual Reports will also be available for
inspection at the Registered and Head Office of your Company and of its
subsidiaries, during working hours upto the date of the Annual General
Meeting.
The details of each subsidiary with respect to capital, reserves, total
assets, total liabilities, details of investment (except in case of
investment in subsidiaries), turnover, profit before taxation,
provision for taxation, profit after taxation and proposed dividend are
detailed in the Annual Report.
On 5 August 2011, BIGPH had successfully completed its debut
transaction in the international bond markets by raising US dollar 200
million perpetual non-callable 5 / 10 year bonds at 9.75 per cent rate
per annum. This was successfully done through dollar-denominated
Subordinated Perpetual Capital Securities (Bonds), despite turbulent
market conditions. These Bonds are listed on the Singapore Stock
Exchange. The proceeds from the issue of Bonds were used for repayment
of existing debt and to fulfil the capital expenditure requirements of
subsidiaries of BIGPH. In several ways, this was a pioneering
transaction. Most notably, it is the first true US dollar denominated
perpetual capital security from India, the first instance of an Asian
issuer making a debut through issuance of Bonds, Asia's first
non-listed hybrid issuer and Asia's first non- investment grade US
dollar new issue since May 2011.BIGPH was rated BB-/ BB- by Standard &
Poor's International (S&P) and FITCH and have given a 50 per cent
equity credit for the said Bonds, which are entitled to a 100 per cent
equity credit accounting under International Financial Reporting
Standards.
CONSOLIDATION OF ACCOUNTS
As required by Accounting Standards AS- 21 and AS-23 of the Institute
of Chartered Accountants of India, the financial statements of your
Company re ecting the consolidation of the Accounts of your Company and
its 9 subsidiaries mentioned above are annexed to this Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant particulars pertaining
to conservation of energy, research and development, technology
absorption and foreign exchange earnings and outgo are given in the
prescribed format as an Annexure to this Report.
PARTICULARS OF EMPLOYEES
The statement of particulars, required pursuant to Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) (Amendment) Rules, 2011, forms a part of this Report.
However, as permitted by the Companies Act, 1956, the Report and
Accounts are being sent to all Members and other entitled persons
excluding the above statement. Those interested in obtaining a copy of
the said statement, may write to the Company at its Registered Office
and the same will be sent by post. The statement is also available for
inspection at the Registered Office, during working hours upto the date
of the Annual General Meeting.
DIRECTOR'S RESPONSIBILITY
STATEMENT
Your Directors would like to assure the Members that the financial
statements for the year under review conform in their entirety to the
requirements of the Companies Act, 1956.
Your Directors confirm that:
. The Annual Accounts have been prepared in conformity with the
applicable Accounting Standards;
. The Accounting Policies selected and applied on a consistent basis,
give a true and fair view of the affairs of your Company and of the
profit for the financial year;
. Sufficient care has been taken that adequate accounting records have
been maintained for safeguarding the assets of your Company; and for
prevention and detection of fraud and other irregularities;
. The Annual Accounts have been prepared on a going concern basis.
AUDITORS
The Statutory Auditors of your Company,
M/s. K.K. Mankeshwar & Co., retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. Your
Company has received a letter from the Statutory Auditors to the effect
that their re- appointment, if made at the ensuing Annual General
Meeting, would be within the limits prescribed under Section 224 (1B)
of the Companies Act, 1956.
COST AUDIT
The Company had appointed Messrs S.
Gupta & Co., Bahadur Murao & Co. and Ramanath Iyer & Co., Cost
Accountants, to audit the Cost Accounts related to paper manufactured
by your Company at its three Units i.e. Sewa, Shree Gopal and Ashti
respectively, for the financial year ended 30 June 2011. The due date
of filing these Cost Audit Reports was 27 December 2011 which were
filed on 23 December 2011 (Unit Shree Gopal), 26 December 2011 (Unit
Ashti) and 27 December 2011 (Unit Sewa).
CORPORATE GOVERNACE
The Auditors, M/s. K.K. Mankeshwar & Co., have certified your Company's
compliance of the requirements of Corporate Governance in terms of
Clause 49 of the Listing Agreement with the Stock Exchanges. The Report
on Corporate Governance together with the said certificate is attached
and forms part of this Report.
FIXED DEPoSITS
Your Company had, effective August 2004, discontinued acceptance of
fresh deposits/ renewal of deposits. There is no deposit due for
maturity. Deposits of Rs. 31.29 lac due for repayment as of 30 June
2012 were unclaimed by 136 depositors. As on the date of this Report,
Rs. 26.62 lac is unclaimed.
ACKNOWLEDGEMENT
The Directors wish to convey their gratitude and appreciation to all of
the Company's employees for their enormous personal efforts as well as
their collective dedication and contribution to the Company's
performance.
The Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers, government and
all the other business associates for their support extended to the
Company and their confidence in the Management.
For and on behalf of the Board of Directors
GAUTAM THAPAR
Chairman
DIN:00012289
R.R. VEDERAH
Managing Director & Executive Vice
Chairman
DIN:00012252
B. HARIHARAN
Group Director (Finance)
DIN:00012432
Date 29 August 2012
Place New Delhi
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report with
audited statement of accounts for the year ended 31st March, 2012.
(Rs.in Crores)
31st March 2012 31st March 2011
Gross operating Profit (before
interest and depreciation) 56.63 70.72
Less: Interest 18.73 12.98
Gross Profit before Depreciation 37.90 57.74
Less: Depreciation 13.37 12.36
Profit before tax and exceptional
items 24.53 45.38
Less: Exceptional Items 2.22 -
Tax Expenses :
Current Tax 4.96 13.80
Short (Excess) Provision adjusted 0.08 (0.09)
Deferred Tax 2.44 1.28
Profit after Tax 14.83 30.39
To which is added :
-Balance brought forward from the
previous year 54.02 36.36
Leaving a balance of 68.85 66.75
Which your Directors recommend to be
appropriated as under :
Interim Dividend Paid
-Rs.5.50 per Preference Shareon 3000000 11%
Preference Shares 1.65 1.65
ofRs.100/- each (last
year Rs.5.50 on pro-rata basis)
[email protected] Equity Share of Rs.2/-each 1.51 2.51
(last year Rs.5/- per Equity Share
ofRs.10/- each)
Proposed Dividend
[email protected] 11%Preference
Shares of Rs.l00/-each 1.65 1.65
(last year Rs.5.50)
- @ Rs. Nil per Equity
Share ofRs.2/- each - 2.51
(last year Rs.5/- per Equity Share
ofRs.10/- each)
Tax on Dividend 0.78 1.37
Transfer to General Reserve 1.48 3.04
Carried forward to next year's account 61.78 54.02
DIVIDEND
Your Directors recommend a final dividend @ Rs. 5.50 per Preference Share
on 30,00,000 11% Cumulative Redeemable Preference Shares, face value of
Rs. 100/- each, amounting to Rs. 1,65,00,000/- . However, in view of the
reduced profitability of the Company, the Directors do not recommend
any final dividend on Equity Share Capital of the Company.
During the year, your Directors had declared and paid an interim
dividend @ Re. 0.30 per equity share on 5,02,76,013 Equity Shares of Rs.
2/- each and Rs. 5.50/- per preference share on 11% 30,00,000 Cumulative
Redeemable Preference Shares of Rs. 100/- each respectively for the year
ended 31st March, 2012.
The total outgo on account of dividend including dividend tax of
Rs.78,00,235/-will be Rs.5,58,83,038/-.
SUBSIDIARY COMPANY
During the year under review, your Company became the subsidiary of M/s
DBH International Pvt. Ltd. At present M/s. DBH International Pvt. Ltd
is holding 2,56,58,240 Equity Shares of Rs.2/- each being
51.03%ofthetotalpaid up Equity Share Capital of the Company.
OPERATIONS
During the year under review, the operations of your Company were
adversely impacted due to slow down in the manufacturing sector. Your
Company registered a marginal sales growth of 6% with a turn over of Rs.
378 Crores as against Rs. 356 Crores in the previous year. However,
higher cost of raw material particularly maize, and increased cost of
fuel and chemicals in both business segments, impacted the overall
profits of the Company as the increased cost of inputs and raw material
could not be passed on fully to the customers. The profit from
operations (PBDIT) has decreased from Rs. 70.72 Crores to Rs. 56.63
Crores. In addition, the significant increase in interest costs by Rs.
5.8 Crores further reduced the PAT to Rs.14.83 Crores from Rs. 30.39
Crores in the previous year.
The detailed review of the operations and performance of the Clay and
Starch businesses is contained in the Management Discussion and
Analysis Report which is appended to the Directors' Report and form
part of it.
EXPORTS
The continued thrust on export activities has resulted in an increase
in direct exports from Rs. 17.37 Crores to 25.31 Crores showing an
increase of about 46%.
NEW PLANTS Specialty Starch Plant at Shimoga
The Specialty Starch plant being established at Shimoga with a capital
outlay of Rs. 45 Crores commenced its commercial production w.e.f.
27-06-2011. In this process, the small unviable unit at Puducherry was
shut down and its assets were relocated to Yamunanagar and Shimoga.
Clay project at Bhuj
As reported earlier that the Company was exploring possibility of
establishing a clay manufacturing unit at Bhuj, Gujarat, the Company
has bought 10.50 Hectares land at Bhuj and is in the process of getting
various approvals required for the project.
RESEARCH & DEVELOPMENT ACTIVITIES
The Research and Development activities of the Company has given
required impetus in new product development, application support to
customers and technical support to plant operation.
Particulars with respect to R&D activities carried out benefits
derived, and the expenditure incurred thereon during the year under
review are provided in Form B annexed to this report and form part of
this report.
FIXED DEPOSITS
On 31st March, 2012 fixed deposits amounting to Rs. 12,63,000/- which
became due for repayment had remained unclaimed by 18 depositors.
CORPORATE GOVERNANCE
The Company has complied with the code on corporate governance as
prescribed under Clause 49 of the Listing Agreement with Bombay Stock
Exchange. A compliance report along with Auditor's Certificate
conforming the compliance is appended herewith and forms part this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy and detail of Technology absorption in
respect of Starch Division is annexed herewith in Form A.
The company has recorded export earnings of Rs. 25.31 Crores and
remittance of foreign currency equivalent to Rs. 5.77 Crores towards
various purposes details of which have been incorporated in the Notes
to Accounts No.35 to 37.
DIRECTORS
Mr. Vijai Rai and Mr. S.K. Thoshniwal, Directors being longest in the
Office, are liable to retire by rotation and are eligible for
reappointment. The appointment of Mr. Vijay Rai is recommended for your
approval. The Profile of Mr.Vijai Rai seeking reappointment, forms part
of the Corporate Governance Report. However, Mr. S.K. Toshniwal, who
retires by rotation at the ensuing Annual General meeting, has conveyed
his desire not to seek re- appointment. Mr. S.K. Toshniwal has been a
Director since 1978. The Directors placed on record their gratitude and
appreciation for his invaluable contribution during his long
association with the Company as a Director.
The Directors whilst acceding to his request, have proposed that the
vacancy on the Board so caused, be not filled for the present, and the
resolution at Item No. 5 of the Notice seeks Members' consent thereto,
as required by Section 256(4)(a) of the Companies Act, 1956.
Mr. T.Balakrishnan was appointed as an Additional Director of the
Company w.e.f. 1-5-2012 and he will hold office upto the date of
ensuing Annual General Meeting of the Company. A notice U/s 257 of the
Companies Act, 1956, proposing his candidature as a Director of your
Company, has been received. His appointment as a Director is
recommended for your approval.. The Profile of Mr. T. Balakrishnan
seeking appointment, forms part of the Corporate Governance Report.
PROMOTER GROUP
The Promoter Group holding in the Company currently is 77.92% of the
Company's Equity Capital. The Members may note that the promoter group
companies, are controlled by Mr. Karan Thapar, comprising of the
following Companies 1) Greaves Cotton Ltd., (2) Premium Transmission
Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH
International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves
Leasing Finance Ltd., (7) Dee Greaves Ltd., (8) Bharat Starch Products
Ltd., (9) DBH Global Holdings Ltd., (10) DBH Investments Pvt. Ltd.,
(11) Greaves Farymann Diesel GmbH (12) DBH Consulting Ltd. (13) Greaves
Auto Ltd. (14) Greaves Cotton Netherlands B.V. , (15) Ascot
International FZC , (16) Premium Transmission Cooperatie UA, (17) DBH
Stephan Ltd. and (18) Premium Stephan B.V., Netherlands.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
1956
Statement of particular of employees as required under Section217 (2A)
of the Companies Act, 1956 read with the Companies (particulars of
employees) Rules, 1975 as amended upto date are attached herewith and
form part of Directors' Report, as Annexure 'A".
AUDITORS
M/s Walker, Chandiok & Co., Chartered Accountants, the existing
Auditors retire and are eligible for reappointment. Their appointment
is recommended for your approval.
RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, it is hereby confirmed;
a) That the Company has followed the applicable accounting standards in
the preparation of the Annual Accounts for the year ending 31-03-2012
and there is no material deviation from the previous year.
b) That the Company has 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 for the year ended 31st March, 2012 and of the profit of
the year ended 31.03.2012.
c) That the Company has 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 and;
d) That the Annual Accounts are prepared on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
The Company has a well defined approach towards Environment Protection
and Social Responsibility. Your Company continues to undertake rain
water harvesting under which water is provided free of cost to
neighbouring villages around Thonnakkal mines. The Company also
conducts regular medical camps for the nearby villagers.
HUMAN RESOURCES
Your Company has successfully aligned human capital with business and
organizational objectives. The emphasis has been on team work, skill
development and development of leadership and functional capabilities
of the management staff.
INDUSTRIAL RELATIONS
During the year under review, industrial relations in the Company
continued to be cordial and peaceful.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their gratitude
and place on record their appreciation for the invaluable support and
co-operation extended by Banks/Financial Institutions viz. Axis Bank
Ltd., State Bank of India, Induslnd Bank Ltd., ICICI Bank Ltd and Yes
Bank Ltd. and Central and State Governments and other Government
authorities.
The Directors also express their sincere thanks to all other
stakeholders for their valuable continued support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/-
Place : Gurgaon (KARAN THAPAR)
Date : 01-05-2012 Chairman
Mar 31, 2011
The Directors have pleasure in presenting the Annual Report with
audited statement of accounts for the year ended 31st March, 2011.
(Rs. in Crores)
31st March 31st March
2011 2010
Gross operating profit (before
interest and depreciation) 70.72 69.95
Less : Interest 12.98 13.60
Gross Profit before Depreciation 57.74 56.35
Less : Depreciation 12.36 11.85
Profit for the year 45.38 44.50
From which is deducted :
- Provision for Taxation
Current Tax 13.80 13.91
Short (Excess) Provision adjusted (0.09) 0.09
Deferred Tax 1.28 1.09
Profit after Tax 30.39 29.41
To which is added :
- Balance brought forward from the
previous year 36.36 18.33
Leaving a balance of 66.75 47.74
Which your Directors recommend to be
appropriated As under : Interim
Dividend Paid
- Rs. 5.50 per Preference Share on 3000000
11% Preference Shares
of Rs. 100/- each (last yearRs. 5.50 on
pro-rata basis) 1.65 1.38
- @ Rs. 0.50 per Equity Share of Rs. 2/- each
(last year Rs. 5/- per
Equity Share ofRs. 10/- each) 2.51 2.23
Proposed Dividend
- @ Rs. 5.50 on 3000000 11% Preference
Shares of 1.65 1.38
Rs. 100/- each
(last yearRs. 5.50)
- @ Rs. 0.50 per Equity Share of Rs. 2/- each
(last year Rs. 5/- per 2.51 2.23
Equity Share of Rs.10/- each)
Tax on Dividend 1.37 1.21
Transfer to General Reserve 3.04 2.94
Carried forward to next yearÃs account 54.02 36.37
DIVIDEND
Your Directors are pleased to recommend a final dividend @ Rs. 0.50 per
Equity Share (25%) on 50276013 Equity Shares, face value Rs. 2/- each,
amounting to Rs. 2,51,38,007/-, @ Rs. 5.50 per Preference Share on
30,00,000 11% Cumulative Redeemable Preference Shares, face value of Rs.
100/- each, amounting to Rs. 1,65,00,000/- .
During the year, your Directors had declared and paid an interim
dividend @ Rs. 0.50 per equity share on 50276013 Equity Shares of Rs.2/-
each and Rs. 5.50/- per preference share on 11% 30,00,000 Cumulative
Redeemable Preference Shares of Rs. 100/- each respectively for the year
ended 31st March, 2011.
The total outgo on account of dividend including dividend tax of Rs.
1,36,70,279/-will be Rs. 9,69,46,293/-
CAPITAL
During the year, the Authorised Share Capital of the Company was
increased from Rs. 38,00,00,000/- to Rs. 48,00,00,000/- by creation of
additional 1,00,00,000 Equity Shares ofRs. 10/- each.
During the year under review, the Company sub-divided 1 (one) Equity
Share ofRs. 10/- each fully paid up into 5 (five) Equity Shares of Rs. 2/-
each fully paid up and issued Bonus shares to those Equity Shareholders
of the Company who were holding shares on the record date i.e. 9-7-2010
in the ratio of 5:4 i.e. 5 (five) Bonus Equity Shares of Rs. 2/- each
fully paid up for every 4 (four) Equity Shares of Rs. 2/- each fully paid
up. The present paid up capital of the Company is Rs. 40,05,52,026/-.
OPERATIONS
During the year under review, your Company registered a nominal growth
of 6% in its net sales turnover from Rs. 336 Crores in the previous year
to Rs. 355 Crores in the current year. The EBIDTA of Rs. 70 Crores and
profit after tax of Rs. 30 Crores have remained at the same level as the
previous year.
The net sales from clay business increased from Rs. 178.45 Crores to Rs.
189.43 Crores (an increase of about 6% over the previous year) but the
operating margins were under pressure due to increase in the cost of
fuel and chemicals. The Starch business has shown growth both in sales
from Rs. 158.01 Crores to Rs. 165.81 Crores (an increase of about 5%) and
EBIDTA from Rs. 12.60 Crores to Rs. 16.51 Crores (an increase of 31%) due
to growth in packaging and poultry industry, and also sale of value
added modified starch.
A detailed review of the operations and performance of the clay and
starch businesses is contained in the Management Discussion & Analysis
Report which is appended to the Directors Report and forms part of it.
EXPORTS
The continuing global slow down impacted the growth in exports from
both starch and clay businesses. Your Companys total exports were at
Rs. 27.09 Crores in the year under review as compared to Rs. 35.74 Crores
in the previous year.
NEW PLANT
Specialty Starch Plant at Shimoga
The Company is in the final stage of establishing a specialty starch
plant at Shimoga in the State of Karnataka with an annual capacity of
45000 MTPA The trial production in the said plant has commenced.
Clay project at Bhuj
Your Company is also exploring the possibility of establishing a clay
manufacturing unit at Bhuj with an installed capacity of 50000 MTPA in
the State of Gujarat. The details are being worked out.
RESEARCH & DEVELOPMENT ACTIVITIES
The Companys commitment and strong research orientation has played a
stellar role in new product development, application support to the
customer, as well as technical support to plant operations.
Particulars with respect to R&D activities carried out, benefits
derived, and the expenditure incurred thereon during the year under
review is provided in Form B annexed to this report and form part of
this report.
FIXED DEPOSITS
On 31st March, 2011 fixed deposit amounting to ^5,73,000/- which became
due for repayment had remained unclaimed by 15 depositors.
CORPORATE GOVERNANCE
The Company has complied with the code on corporate governance as
prescribed under Clause 49 of the Listing Agreement with Bombay Stock
Exchange. A compliance report alongwith Auditors Certificate and the
management discussion and analysis is appended herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy and detail of Technology absorption in
respect of Starch Division is annexed herewith in Form A.
The company has recorded export earnings of Rs. 16.90 Crores and
remittance of foreign currency equivalent to Rs. 6.71 Crores towards
various purposes details of which have been incorporated in the Notes
to Accounts No.3 to 5 of Schedule 24B.
DIRECTORS
Mr. Karan Thapar and Mr. J.K. Jain, Directors being longest in the
Office, are liable to retire by rotation and are eligible for
reappointment. Their appointments are recommended for your approval.
The Profile of Mr. Karan Thapar and Mr. J.K.Jain seeking reappointment,
forms part of the Corporate Governance Report.
Mr. S.N. Dua ceased to be Director w.e.f. 29-01-2011 in terms of the
retirement policy of Directors of the Company. Mr. S.N. Dua had been on
the Board of the Company from 20-11-1992. The Board places on record
its appreciation for the invaluable service rendered by Mr. S.N. Dua
during his tenure on the Board of the Company.
Mr. Praveen Sachdev was appointed as an Additional Director of the
Company w.e.f. 28-1-2011 and he will hold office upto the date of
ensuing Annual General Meeting of the Company. A notice U/s 257 of the
Companies Act, 1956, proposing his candidature as a Director of your
Company, has been received. His appointment as a Director is
recommended for your approval. The Profile of Mr. Praveen Sachdev
seeking appointment, forms part of the Corporate Governance Report.
PROMOTER GROUP
The Promoter Group holding in the Company currently is 79.91% of the
Companys Equity Capital. The Members may note that the promoter group
companies, are controlled by Mr. Karan Thapar, comprising of the
following Companies (1) Greaves Cotton Ltd., (2) Premium Transmission
Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH
International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6) Greaves
Leasing Finance Ltd., (7) Bharat Projects Pvt. Ltd., (8) Dee Greaves
Ltd., (9) Standard Refinery & Distillery Ltd., (10) Bharat Starch
Products Ltd., (11) DBH Global Holdings Ltd., (12) DBH Investments Pvt.
Ltd., (13) Greaves Farymann Diesel GmbH (14) DBH Consulting Ltd. (15)
Greaves Auto Ltd. (16) Greaves Cotton Netherlands B.V. and (17) Ascot
International FZC.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
1956
Statement of particular of employees as required under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (particulars of
employees) Rules, 1975 as amended upto date are attached herewith and
form part of Directors Report, as Annexure A".
AUDITORS
M/s Walker, Chandiok & Co., Chartered Accountants, the existing
Auditors retire and are eligible for reappointment. Their appointment
is recommended for your approval.
RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, it is hereby confirmed;
a) That the Company has followed the applicable accounting standards in
the preparation of the Annual Accounts for the year ending 31-03-2011
and there is no material deviation from the previous year.
b) That the Company has selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company for the year ended 31st March, 2011 and of the profit of
the year ended 31.03.2011.
c) That the Company has 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 and;
d) That the Annual Accounts are prepared on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
In its avowed commitment to meet social responsibility, your Company
undertakes rain water harvesting scheme under which water is provided
free of cost to neighbouring villages around Thonnakkal mines. The
Company also conducts regular medical camps for the nearby villagers.
HUMAN RESOURCES
Your Company has successfully aligned human capital with business and
organizational objectives. The emphasis has been on team work, skill
development and development of leadership and functional capabilities
of the management staff.
INDUSTRIAL RELATIONS
The Board of Directors places on record the active, dedicated and
valuable contribution made by employees of the Company at all levels in
achieving the results in the operations of the Company. The Industrial
relations remained cordial at all units of the Company.
ACKNOWLEDGEMENT
The Board of Directors placed on record their appreciation for the
continued support and confidence received from Banks/Financial
Institutions viz. Axis Bank Ltd., State Bank of India, and Yes Bank
Ltd. and Central and State Governments and other Government
authorities.
The Directors are also thankful to all other stakeholders for their
valuable sustained support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/-
(KARAN THAPAR)
Place : Thiruvananthapuram Chairman
Date : 27-04-2011
Jun 30, 2010
The Directors have pleasure in presenting the Sixty Fifth Annual
Report together with the Audited Statement of Accounts for the
financial year ended 30 June 2010.
FINANCIAL HIGHLIGHTS
IN RS. CRORE
consolidated standalone
particulars 2009-10 2008-09 2009-10 2008-09
Net Sales 3794.59 2824.69 1020.58 999.33
Profit before Interest
and Depreciation 818.36 655.76 193.10 232.96
Less: Interest and
Finance Charges (Net) 237.12 170.82 22.32 13.78
Profit before Depreciation 581.24 484.94 170.78 219.18
Less: Depreciation 301.89 232.55 83.37 76.95
Net Profit for the
year before Tax 279.35 252.39 87.41 142.23
Less: Provision for
Taxation 38.94 64.51 29.13 16.84
Net Profit after Tax 240.41 187.88 58.28 125.39
Less: Minority Interest 43.41 21.16 Ã Ã
Add: Share of Profit in
Associate Companies ---- 1.58 Ã Ã
Add: Balance brought
forward from the
previous year 496.52 404.09 302.53 227.14
Add: Debenture Redemption
Reserve no longer
required 7.50 7.50 7.50 7.50
Less: Adjustment for change
in holding of subsidiary/
associate company 25.86
Leaving a surplus of 701.02 554.02 368.31 360.03
Which your directors
recommend, be
appropriated as follows:
Transfer to General
Reserve 15.00 25.00 15.00 25.00
Payment of Dividend:
Proposed Dividend on
65,55,23,839 Equity
Shares of Rs. 2/- each @
25 per cent 32.78 27.78 32.78 27.78
(Previous year 2008-09
on 55,55,23,839 Equity
Shares @ 25 per cent)
Add: Dividend Tax 5.44 4.72 5.44 4.72
Balance carried
forward to next
years Accounts 647.80 496.52 315.09 302.53
OPERATIONS
The net sales of your Company increased by 34 per cent over the
previous year to Rs. 3794.59 crore. Despite significantly higher
depreciation and finance charges on account of significant on stream
capacity expansions, your Company increased its net profit after tax by
almost 28 per cent over the previous year to Rs. 240.41 crore.
During the year, there were significant turnarounds in the pulp
business at Kamalapuram and the Malaysian operations at Sabah Forest
Industries Sdn. Bhd. (SFI), your Companys Malaysian subsidiary. SFI
registered an annual domestic volume growth of 30 per cent.
A detailed review of the consolidated performance of your Company is
contained in the Management Discussion and Analysis Report, which is
given as a separate chapter in the Annual Report.
DIVIDEND
After analysing the profitability of the Company, the Directors have
recommended payment of dividend of Rs. 0.50 per Equity
Share of Rs.2/- each (previous year Rs. 0.50 per Equity Share of Rs.
2.00 each on 55,55,23,839 Equity Shares) on the Equity Share capital of
your Company for the financial year ended 30 June 2010.
DIRECTORATE
Mr. Gautam Thapar, Chairman and Mr. Sanjay Labroo, Director retire by
rotation at the forthcoming Annual General Meeting, and being eligible,
offer themselves for re- appointment.
The aggressive growth plans of Avantha Group have resulted in enhanced
role of Mr. Thapar at the Group level and accordingly, he stepped down
as Executive Chairman with effect from 1 April 2010 and your Directors
re-designated him as Non Executive Chairman of your Company with effect
from that date and placed on record its deep appreciation for the
valuable contributions made and insights provided by Mr Thapar during
his tenure as Executive Chairman of your Company.
During the year, Mr. Shardul S. Shroff, in order to comply with
Voluntary Guidelines issued by Ministry of Corporate Affairs, which
provide that an individual should not remain
as an Independent Director in a Company for more than six years,
requested to relieve him as an Independent Director. He was appointed
as an Independent Director on the Board of your Company on 19 July
2001. The Directors, at their meeting held on 20 April 2010 accepted
his request with immediate effect and placed on record its appreciation
for the valuable contributions and insights provided by Mr. Shroff
during his tenure as a Director of your Company. The details of the
Directors being recommended for re- appointment are contained in the
Corporate Governance Report.
PROMOTER GROUP
The Avantha Group includes some companies of the BM Thapar Group, since
vested with Mr. Gautam Thapar and the erstwhile LM Thapar Group
companies bequeathed to Mr. Gautam Thapar. The BM Thapar Group and LM
Thapar Group were recognised by the Securities and Exchange Board of
India by its Order dated 8 October 2001 (as modified from time to
time). Therefore, your Company and Mr. Gautam Thapar, along with the
following entities, constitutes a Group, as defined under the
Monopolies and Restrictive Trade Practices Act, 1969: BILT Graphic
Paper Products Limited, Ballarpur International Holdings B.V.,
Ballarpur Paper Holdings B.V., Ballarpur International Paper Holdings
B.V., Ballarpur International Graphic Paper Holdings B.V., TAF Assets 2
B.V., Sabah Forest Industries Sdn. Bhd., BILT Tree Tech Limited,
Ballarpur Speciality Paper Holdings B.V., Ballarpur Packaging Holdings
B.V., Ballarpur International Packaging Holdings B.V., Ballarpur
Packaging Holdings Private Limited.
JG Containers (Malaysia) Sdn. Bhd., Mirabelle Holdings LLC, Avantha
Holdings Limited, BILT Paper Holdings Limited, KCT Papers Limited, KCT
Chemicals and Electricals Limited, APR Sacks Limited, THE Paperbase
Company Limited, Blue Horizon Investments Limited, Avantha Realty
Limited, BILT Industrial Packaging Company Limited, Biltech Building
Elements Limited, UHL Power Company Limited, Asia Aviation Limited,
Toscana Lasts Limited, Toscana Footwear Components Limited, NQC Global
(Mauritius) Limited, NQC International (Mauritius) Limited, NewQuest
Services Private Limited, Avantha Technologies Limited, NewQuest
Insurance Broking Services Limited, Avantha Power and Infrastructure
Limited, Korba West Power Company Limited, TKS Developers Limited,
Jhabua Power Limited, Jhabua Power Investments Limited (earlier known
as Gleneagles Healthcare Holdings Private Limited), Global Green
Company Limited, Global Green USA Limited, GG International N.V.,
Intergarden N.V., Intergarden (India) Private Limited, Dunakiliti
Kanzervuzem Kft, Greenhouse Agraar Kft, Floragarden Tarim Gida Sanay ve
Ticaret A.S., Solaris Holdings Limited, Solaris Chemtech Industries
Limited, Solaris Industrial Chemicals Limited, Salient Business
Solutions Limited, Salient Knowledge Solutions Limited, Salient
Financial Solutions Limited, Salient Business Solutions USA, Inc.,
Sairam Infra Projects Private Limited, Avantha Foundation, Avantha
International Holdings B.V., Avantha International Asset B.V., Corella
Investments Limited, Gyanodaya Prakashan (P) Limited, Himalayan
Hideaways Private Limited, Imerys NewQuest (India) Private Limited,
Karam Chand Thapar and Bros. Limited, Leading Line Merchant Traders
Private Limited, Lustre International Limited, Mirabelle Trading Pte.
Limited, MTP NEW Ocean (Mauritius) Limited, Orient Engineering
Commercial Co. Limited, Oyster Buildwell (P) Limited, Prestige Wines
and Spirits Pvt. Limited, Puszta Konserv Kft Hungary, Saraswati Travels
(P)
Limited, Seer Buildwell (P) Limited, Sohna Stud Farms Private Limited,
The Pioneer Limited, Ultima Hygiene Products (P) Limited, Vani Agencies
Private Limited, Vanity Propbuild (P) Limited, Varun Prakashan (P)
Limited, Crompton Greaves Limited, CG Energy Management Private
Limited, CG Capital and Investments Limited, CG-PPI Adhesive Products
Limited, Malanpur Captive Power Limited, Brook Crompton Greaves
Limited, CG Actaris Electricity Management Limited, CG Lucy Switchgear
Limited, International Components India Limited, CG International B.V.,
Pauwels International N.V., Pauwels Americas Inc., PT Pauwels Trafo
Asia, Pauwels Trafo Gent N.V., Pauwels Canada Inc., Pauwels
Transformers Inc., Pauwels Trafo Ireland Limited, Pauwels France SA,
Pauwels Trafo Belgium N.V., Pauwels Trafo Service N.V., Pauwels Middle
East Trading and Contracting Limited, Crompton Greaves Hungary Kft,
Transverticum Kft, Ganz Transelektro Villamossagi Zrt., Microsol
Holdings Limited, Microsol Limited, Viserge Limited, Microsol UK
Limited, Crompton Greaves Germany Gmbh, MSE Power Systems Inc., MSE
West LLC, Societe Nouvelle de Maintenance Tranformateurs and Microsol
Inc. , Avantha Business Solutions Inc., Pyramid Healthcare Solutions
Inc.
SUBSIDIARY COMPANIES
Your Company has two Indian subsidiaries viz. BILT Tree Tech Limited
(BTTL) and BILT Graphic Paper Products Limited (BGPPL) and Nine foreign
subsidiaries i.e. Seven based in The Netherlands namely Ballarpur
International Holdings B.V. (BIH), Ballarpur International Graphic
Paper Holdings B.V. (BIGPH), Ballarpur Paper Holdings B.V. (BPH),
Ballarpur Speciality Paper Holdings B.V. (BSPH), Ballarpur
International Paper Holdings B.V. (BIPH), Ballarpur Packaging Holdings
B.V.(BPGH) and Ballarpur International Packaging Holdings B.V.
(BIPGH), and two based in Malaysia i.e. Sabah Forest Industries Sdn.
Bhd. (SFI) and Ballarpur Packaging Holdings Private Limited (Labuan
offshore Financial Services Authority) (BPHPL).
During the year, three Netherlands based subsidiaries were incorporated
namely BSPH, BPGH and BIPGH, on 5 October 2009, 26 February 2010 and 3
March 2010 respectively and one subsidiary in Malaysia i.e. BPHPL, was
incorporated on 5 March 2010 under Offshore Companies Act, 1990,
Labuan.
BTTL is a direct subsidiary and BGPPL is a step down subsidiary of your
Company.
As on date, BIH is a wholly owned subsidiary of your Company and
holding Company of BIGPH with an equity stake of 79.53 per cent and the
balance 20.47 per cent is held by two Private Equity Investors viz.
JPMorgan Mauritius Holdings VII Limited (7.60 per cent) and Lathe
Investments Pte. Ltd., a wholly owned subsidiary of Government of
Singapore Investment Corporation (12.87 per cent). BPH is a wholly
owned subsidiary of BIGPH. BPH owns 97.80 per cent of the paid up
capital in SFI. BIPH is a wholly owned subsidiary of BPH and holds
approx. 100 per cent of paid up equity share capital in BGPPL. BSPH and
BPGH are wholly owned subsidiaries of your Company. BIPGH is a wholly
owned subsidiary of BPGH and holds 100 per cent ordinary shares of
BPHPL.
Your Company has made an application to the Central Government for
obtaining an exemption under Section 212 of the Companies Act, 1956,
from annexing to this Report, the Annual Reports of the abovementioned
subsidiaries, for the year ended 30 June 2010. However, if any Member
of the Company or its subsidiaries so desires, the Company will make
available the Annual Accounts of the subsidiaries to them, on request.
The same will also be available for inspection at the Registered and
Head Office of your Company and of its subsidiaries, during working
hours upto the date of the Annual General Meeting.
The details of each subsidiary with respect to capital, reserves, total
assets, total liabilities, details of investment (except in case of
investment in subsidiaries), turnover, profit before taxation,
provision for taxation, profit after taxation and proposed dividend are
detailed in the Annual Report.
CONSOLIDATION OF ACCOUNTS
As required by Accounting Standards AS- 21 and AS-23 of the Institute
of Chartered Accountants of India, the financial statements of your
Company reflecting the consolidation of the Accounts of your Company
and its 11 subsidiaries mentioned above are annexed to this Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant particulars pertaining
to conservation of energy, research and development, technology
absorption and foreign exchange earnings and outgo are given in the
prescribed format as an Annexure to this Report.
PARTICULARS OF EMPLOYEES
The statement of particulars, required pursuant to Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) (Amendment) Rules, 2002, forms a part of this Report.
However, as permitted by the Companies Act, 1956, the Report and
Accounts are being sent to all Members and other entitled persons
excluding the above statement. Those interested in obtaining a copy of
the said statement, may write to the Company at its Registered Office
and the same will be sent by post. The statement is also available for
inspection at the Registered Office, during working hours upto the date
of the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors would like to assure the Members that the financial
statements for the year under review conform in their entirety to the
requirements of the Companies Act, 1956.
Your Directors confirm that:
O The Annual Accounts have been prepared in conformity with the
applicable Accounting Standards; O The Accounting Policies selected and
applied on a consistent basis, give a true and fair view of the affairs
of your Company and of the profit for the financial year; O Sufficient
care has been taken that adequate accounting records have been
maintained for safeguarding the assets of your Company; and for
prevention and detection of fraud and other irregularities; O The
Annual Accounts have been prepared on a going concern basis.
PREFERENTIAL ALLOTMENT OF SECURITIES
During the year, in order to augment the balance sheet of your Company,
meet its long term capital requirements for pursuing expansion/growth
opportunities and general corporate purposes, your Directors had
approved infusion of fresh equity capital in your Company.
Accordingly, pursuant to the approval of Members of the Company at
their Extraordinary General Meeting held on 3 March 2010, an amount of
Rs. 300 crore was raised by your Company by allotment on 17 March 2010
on preferential basis of 4.5 crore Equity Shares of Rs. 2/- each, at a
price of Rs. 30/- per Equity Share and 5.5 crore Unsecured Compulsorily
Convertible Zero Coupon Bonds (ZCB) at a price of Rs. 30/- per ZCB,
convertible into 5.5 crore Equity Shares of Rs. 2/- each within 18
months from the date of allotment to BILT Paper Holdings Limited
(BPHL), a Promoter of your Company. The ZCB were converted into 5.5
crore Equity Shares of Rs. 2/- each, pursuant to the request of BPHL on
11 June 2010. Consequently, the paid up equity share capital of your
Company increased by Rs. 20 crore pursuant to allotment of 10 crore
equity shares of Rs. 2/- each and balance Rs. 280 crore was credited to
securities premium account.
AUDITORS
The Statutory Auditors of your Company, M/s. K. K. Mankeshwar & Co.,
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. Your Company has received a letter from
the Statutory Auditors to the effect that their re- appointment, if
made at the ensuing Annual General Meeting, would be within the limits
prescribed under section 224 (1B) of the Companies Act, 1956.
COST AUDIT
As per the provisions of Section 233B of the Companies Act, 1956, an
audit of Cost Accounts in respect of Paper manufactured by your Company
at its three units shall be carried out by the Cost Auditors of your
Company and the Reports on the same will be submitted to the
appropriate authorities, as required under the relevant rules.
CORPORATE GOVERNANCE
The Auditors, M/s. K. K. Mankeshwar & Co., have certified your
Companys compliance of the requirements of Corporate Governance in
terms of Clause 49 of the Listing Agreement with the Stock Exchanges.
The Report on Corporate Governance together with the said certificate
is attached and forms part of this Report.
FIXED DEPOSITS
Your Company had, effective August 2004, discontinued acceptance of
fresh deposits/ renewal of deposits. There is no deposit due for
maturity.
Deposits of Rs. 1.02 crore due for repayment as of 30 June 2010 were
unclaimed by 375 depositors. As at the date of this Report, Rs. 0.05
crore has been claimed and repaid from this total unclaimed amount.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
contributions made by the employees through their dedication, hard work
and commitment in achieving your Companys performance. In an
increasingly competitive environment, the collective dedication of
employees is delivering superior and sustainable shareholder value.
Your Directors also acknowledge the support and co-operation extended
by the Financial Institutions, Analysts, Banks, Government Authorities,
Customers, Vendors, Shareholders and Investors at large and look
forward to their continued support.
For and on behalf of the Board of Directors
GAUTAM THAPAR
Chairman
R. R. VEDERAH
Managing Director
B. HARIHARAN
Group Director (Finance)
Date 19 August 2010
Place New Delhi
Mar 31, 2010
The Directors are pleased to present the Annual Report with audited
statement of accounts for the year ended 31st March, 2010.
(Rs. in Crores)
31st March 31st March
2010 2009
Gross operating Profit (before interest and
depreciation) 69.95 53.22
Less: Interest 13.60 13.94
Gross Profit before Depreciation 56.35 39.28
Less: Depreciation 11.85 10.26
Profit for the year 44.50 29.02
From which is deducted :
- Provision for Taxation
Current Tax 13.91 5.28
Fringe Benefit tax - 0.25
Short (Excess) Provision adjusted 0.09 0.36
Deferred Tax 1.09 4.12
Profit after Tax 29.41 19.01
To which is added :
- Balance brought forward from the previous
year 18.33 17.37
Leaving a balance of 47.74 36.38
Which your Directors recommend to be
appropriated As under : Interim Dividend Paid
- @ Fts.Nil per Preference Share on 10%
Preference Shares of Rs. 100/-each (previous
year Rs. 10/-per - 0.83
Share on pro-rata)
- Rs.5.50 per Preference Share on 200000011% 1.10 1.10
Preference Shares of Rs.100/- each (last year
Rs.5.50)
- Rs.2.75 per Preference Share on 1000000 11% 0.28 -
Preference Shares of Rs.100/- each on pro-rata
basis (last year Nil)
- @ Rs.5/- per Equity Share of Rs.10/- each
(last year Nil) 2.23 -
Proposed Dividend
- @ Rs.5.50 on 200000011% Preference Shares of 1.10 1.10
Rs.100/-each (last year Rs.5.50)
- Rs.2.75 per Preference Share on 100000011% 0.28 -
Preference Shares of Rs.100/- each on pro-rata
basis (last year Nil) 2.23 2.23
- @ Rs.5/- per Equity Share of Rs.10/- each
(last year Rs.5/- per Share)
Tax on Dividend 1.21 0.89
Transfer to General Reserve 2.94 1.90
Transfer to capital redemption reserve - 10.00
Carried forward to next years account 36.37 18.33
DIVIDEND
During the year, your Directors had paid an interim dividend @ Rs. 5/-
per Equity Share on 4468979 Equity Shares, face value Rs.10/- each,
amounting to Rs.2,23,44,895/-, @ Rs.5.50 per Preference Share on
20,00,000 11 % Cumulative Redeemable Preference Shares, face value of
Rs.100/- each, amounting to Rs. 1,10,00,000/- and @ Rs.2.75 per
Preference Share on 10,00,000 11% Cumulative Redeemable Preference
Shares, face value of Rs.100/- each (allotted on 1-10-2009) amounting
to Rs. 27,50,000/- (pro rata for 3 months).
Your Directors are pleased to recommend a final dividend @ Rs.5/- per
Equity Share on 4468979 Equity Shares, face value Rs.10/- each,
amounting to Rs.2,23,44,895/-, @ Rs.5.50 per Preference Share on
20,00,000 11% Cumulative Redeemable Preference Shares, face value of
Rs.100/- each, amounting to Rs. 1,10,00,000/- and @ Rs.2.75 per
Preference Share on 10,00,000 11 % Cumulative Redeemable Preference
Shares, face value of Rs.100/- each (allotted on 1-10-2009) amounting
to Rs. 27,50,000/- (pro rata basis). The total outgo on account of
dividend including dividend tax of Rs. 1,21,29,238/- will be
Rs.8,43,19,028/-.
CAPITAL
During the year under review, the Company issued and allotted 10,00,000
11% Cumulative Redeemable Preference Shares of Rs.100/- each
aggregating to Rs. 10,00,00,000/- to M/s Karun Carpets Pvt. Ltd. on 1st
October, 2009. The existing Issued, Subscribed and Paid up Capital is
Rs.34,46,89,790/- consisting of Preference Share Capital of
Rs.30,00,00,000/- and Equity Share Capital of Rs.4,46,89,790/.
PROPOSED CHANGES IN THE SHARE CAPITAL
With a view to boost liquidity of the shares in the market and make
available more floating stock in the hands of shareholders of the
Company, the Board of Directors of the Company has recommended;
a) to sub-divide 1 (one) Equity Share of Rs.10/- each fully paid up
into 5 (five) Equity Shares of Rs.2/- each fully paid up;
b) to issue Bonus shares to the existing Equity Shareholders of the
Company in the ratio of 5:4 i.e. 5 (five) Bonus Equity Shares Of Rs.2/-
each for every 4 (four) Equity Shares of Rs.2/- each held as on the
Record Date/Book Closure.
In view of the aforesaid proposal and considering the plans of the
Company to raise money through Equity Shares for its future capital
expenditure requirement, the Authorised Share Capital of the Company is
proposed to be increased from Rs.38,00,00,000/- to Rs.48,00,00,000/- by
creation of additional 1,00,00,000 Equity Shares of Rs.10/- each.
More detail in respect of the aforesaid proposals is provided in the
notice of the Annual General Meeting.
OPERATIONS
The year under review witnessed sustained recovery from the global
economic recession and the overall performance of the company was
impacted positively. Your Company registered a sales growth of 18% with
a turnover of Rs.343 Crores as against Rs.290 Crores in the previous
year. The Profit from operations (PBDIT) excluding other income has
increased significantly from Rs.53
Crores to Rs. 70 Crores, an increase of 32% over the previous year.
Profit after tax increased from Rs.19 Crores to Rs. 29 Crores an
increase of 53%. A detailed review of the operation and performance of
clay and starch business is contained in the Management Discussion &
Analysis Report which is appended to the Directors Report and forms
part of it.
EXPORTS
The value of exports of your company has increased from Rs.31 Crores to
Rs.36 Crores, an increase of 16% over the previous year, in line with
the global recovery from recession. In terms of volume, exports
increased to 17634 MT from 16555 MT, registering an increase of about
6%.
NEW PLANT Starch Plant
The Speciality Starch Project at Shimoga which was put on hold during
2009-10 due to the global economic recession, is under continuous
review of the Company and may be revived during the next financial year
in view of the improved economic conditions. As reported earlier, the
Company has already taken possession of 66 Acres of land at Shimoga and
has so far incurred an expenditure of about Rs. 10.83 Crores on the
project.
RESEARCH & DEVELOPMENT ACTIVITIES
Your Company continues to lay emphasis on R&D activities. The Companys
R&D units continue to play a defined role in new product development,
application support to the customer, as well as technical support to
plant operations.
Particulars with respect to R&D activities carried out, benefits
derived, and the expenditure incurred thereon during the year under
review are provided in Form B annexed to this report and form part of
this report.
FIXED DEPOSITS
On 31st March, 2010 fixed deposit amounting to Rs. 15,95,000/- which
became due for repayment had remained unclaimed by 39 depositors.
CORPORATE GOVERNANCE
The Company has complied with the code on corporate governance as
prescribed by the Securities & Exchange Board of India (SEBI) and had
taken all necessary steps to ensure that the guidelines prescribed by
SEBI in this regard are fully complied with. A compliance report
alongwith Auditors Certificate and the management discussion and
analysis is appended herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy and detail of Technology absorption in
respect of Starch Division is annexed herewith in Form A.
The company has recorded export earnings of Rs. 17.16 Crores and
remittance of foreign currency equivalent to Rs. 22.97 Crores towards
various purposes details of which have been incorporated in the Notes
to Accounts No. 3 to 5 of Schedule 23(B).
DIRECTORS
Mr. S.K. Toshniwal and Mr. Vijay Rai, Directors being longest in the
Office, are liable to retire by rotation and are eligible for
reappointment. Their appointments are recommended for your approval.
The Profile of Mr. S.K. Toshniwal and Mr. Vijay Rai seeking
reappointment, forms part of the Corporate Governance Report.
Mr. D. Kohli, Managing Director of the Company ceased to be the
Managing Director/ Director w.e.f. 31-03-2010 as per the terms of his
appointment. Mr. D. Kohli had been associated with the Company in
different positions over a period of 20 years. The Board places on
record its appreciation for the invaluable service rendered by Mr. D.
Kohli during his association with the Company.
PROMOTER GROUP
The Company is a part of B.M. Thapar Group. The Promoter Group holding
in the Company currently is 79.91% of the Companys Equity Capital. The
Members may note that B.M. Thapar Group, inter alia, comprise of the
following Companies (1) Greaves Cotton Ltd., (2) Premium Energy
Transmission Ltd., (3) Pembril Industrial & Engineering Company Pvt.
Ltd., (4) DBH International Pvt. Ltd. (5) Karun Carpets Pvt. Ltd., (6)
Greaves Leasing Finance Ltd., (7) Bharat Projects Pvt. Ltd., (8) Dee
Greaves Ltd., (9) KCT Chemicals & Electricals Ltd., (10) Standard
Refinery & Distillery Ltd., (11) Bharat Starch Products Ltd., (12) DBH
Global Holdings Ltd., (13) DBH Investments Pvt. Ltd., (14) Greaves
Farymann Diesel GmbH (15) DBH Consulting Ltd. (16) Greaves Auto Ltd.
and (17) Greaves Cotton Netherlands B.V.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
1956
Name of the employees as covered under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975 as amended upto date are attached herewith and form part of
Directors Report, as Annexure A".
AUDITORS
M/s Price Waterhouse, Chartered Accountants, the existing Auditors
retire and are eligible for reappointment. Their appointment is
recommended for your approval.
RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, it is hereby confirmed;
a) That the Company has followed the applicable accounting standards in
the preparation of the Annual Accounts for the year ending 31 -03-2010
and there is no material deviation from the previous year.
b) That the Company has 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 for the year ended 31st March, 2010 and of the profit of
the year ended 31.03.2010.
c) That the Company has 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 and;
d) That the Annual Accounts are prepared on a going concern basis.
CORPORATE SOCIAL RESPONSIBILITY
Your Company continued to pursue its agenda on social responsibility
through rain water harvesting scheme under which water is provided free
of cost to neighbouring villages around Thonnakkal mines. The Company
also conducts regular medical camps for the nearby villagers.
HUMAN RESOURCES
Your Company has successfully aligned human capital with business and
organizational objectives. The emphasis has been on team work, skill
development and management labour relations.
INDUSTRIAL RELATIONS
The Board of Directors places on record their deep appreciation of the
dedicated efforts and valuable contribution made by employees of the
Company at all levels. The Industrial relations were cordial at all
units of the Company.
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to sincerely express
their appreciation for the continued support and confidence received
from Banks/Financial Institutions viz. Axis Bank Ltd., Oriental Bank of
Commerce, State Bank of India, State Bank of Indore, Yes Bank Ltd. and
Life Insurance Corporation of India, and Central and State Goverments
and other Government authorities.
The Directors are also thankful to the stakeholders for their continued
support to the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(RAHUL GUPTA) (VIJAY RAI)
Place: Gurgaon Executive Director Director
Date : 18-05-2010
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