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Shri Nirmal Kumar R. Ruia Soda Ash Division : Dhrangadhra 363 315,
Gujarat.
Caustic Soda Division : Arumuganeri P.O.,
Shri Pramod Kumar Jain Sahupuram 628 202,
Managing Director Tamil Nadu.
PVC Division : Arumuganeri P.O.,
Sahupuram 628 202,
Shri Bakul Jain Tamil Nadu.
Executive Director Salt Works : Kuda, Gujarat.
Arumuganeri P.O.,
Sahupuram 628 202,
Tamil Nadu.
BANKERS
Punjab National Bank
State Bank of Saurashtra 66th
State Bank of India Annual Report
City Union Bank Ltd. 2004-2005
ING Vysya Bank Ltd.
Note: The Balance Sheet, Profit and Loss Account and Key Financial Data are also presented in US $ on
Page Numbers 13, 14 & 15 respectively.
Deposits matured but not claimed as Shri Nirmal Kumar R. Ruia on 31st 14. Cost Audit:
at the end of the financial year, January, 2005. The said Additional In accordance with the directions
amounted to Rs. 0.85 lac. None of Directors hold office till the date of received from the Department of
these deposits have been claimed the forthcoming Annual General Company Affairs, the Cost Audit of the
since then. Meeting. The Company has received Company’s Soda Ash and Caustic Soda
notices under Section 257 of the Divisions were conducted for the
8. Corporate Governance:
Companies Act 1956, from the Financial Year 2003-2004 by Cost
The report on Corporate Governance members of their intention to propose Auditors, M/s. N. D. Birla & Company
is annexed to this report. the candidature of the aforesaid and M/s. R. Nanabhoy & Company
Additional Directors for the office of respectively. Their appointments were
9. Conservation of Energy, Technology
Director. approved by the Department of
Absorption and Foreign Exchange
Earnings and Outgo: Company Affairs. The Cost Audit of
Dr. Shashi Chand Jain and Shri Sharad
these Divisions is conducted every
Information pursuant to Section 217 Kumar Jain, Directors, retire by
year and the Reports are submitted by
(1) (e) of the Companies Act, 1956, rotation at the forthcoming Annual
the Cost Auditors to the Central
read with the Companies (Disclosure General Meeting, and being eligible,
Government.
of Particulars in the Report of the offer themselves for re-appointment.
Board of Directors) Rules 1988 is set 15. Management Discussion and Analysis
out in the Annexure forming part of 13. Auditors and Auditors’ Report: Report:
this Report. M/s. V. Sankar Aiyar & Co., Chartered OUTLOOK
Accountants – Statutory Auditors
10. Particulars of Employees: The Company has diversified
of the Company retire at the
Information in accordance with operations with three business
forthcoming Annual General
Section 217 (2A) of the Companies segments viz. PVC 55%, Chlor Alkali
Meeting and are eligible for re-
Act, 1956, read with the Companies 28.5%, and Soda Ash 16.5%,
appointment. Regarding the
(Particulars of Employees) Rules, 1975 contributing to its performance. It is
qualification in the Auditors’ Report,
is set out in the Annexure forming part thus reasonably protected from the
the notes to the Accounts referred to
of this Report. vagaries of business cycles of these
in the Auditors’ Report are self-
products.
explanatory and do not call for any
11. Environment and Safety Measures: further clarification. PVC Division:
The Company is committed to The Company, one of the six producers
Industrial Safety and Environment of the PVC resin and despite
Protection and these are on going competition, has maintained its
processes at the Company’s various market share of nearly 10%. The PVC
plants. The Sahupuram Unit has been Industry continues to grow at a
granted ISO 14001 Certificate for compounded rate of 10%. Pipes,
complying with environment Cables and Films which are the major
protection and safety. user segments are showing satisfactory
growth. The new application sectors
12. Directors:
like construction and profiles have
The Company has repaid its dues to excellent potential.
Industrial Development Bank of India The de-bottlenecking and
(IDBI) and hence IDBI has withdrawn replacement of the old glass-lined
the nomination of Shri Prafull Ojha, reactors with modern stainless steel
as nominee from our Board with effect reactors have been successfully
from 6th July, 2004. completed and will result in increase
Smt. Satyawati Jain who was a in capacity to around 90,000 MT
Director of the Company resigned during current financial year.
from the Board with effect from 25th Caustic Soda Division:
October, 2004 due to personal
reasons. Smt. Satyawati Jain was The Company continues to be a major
appointed as Additional Director with player in South India with a market
effect from 31st January, 2005. share of approximately 15%. The
working of the division has been quite
The Company has also appointed two satisfactory. Due to good demand from
Additional Directors, Shri Sushil K. Alumina industry the realisation is
Jalan on 26th October, 2004 and expected to be higher during the year.
The demand for Caustic Soda will with proper explanation relating
increase on account of the increase to material departures;
in existing demand and new Alumina
Companies coming up in Orissa. The (b) selected such accounting
demand from 2006 onwards is likely policies and applied them
to be about 2 Million tonnes per consistently and made
annum. judgements and estimates that
are reasonable and prudent so
We have been able to establish the
as to give a true and fair view of
quality of Yellow Synthetic Iron Oxide
the state of affairs of your
which has a huge export potential.
Company at the end of financial
year and of the profit of your
Soda Ash Division:
Company for that period;
The Soda Ash Industry continues to
grow at a compounded rate of 4% to (c) taken proper and sufficient care
5% p.a. and this trend is expected to for the maintenance of adequate
continue. Due to good demand, the accounting records in
realisation of Soda Ash has gone up. accordance with the provisions
This is expected to further increase of the Companies Act, 1956 for
during the current year. safeguarding the assets of your
Company and for preventing
Internal Control Systems: and detecting fraud and other
The Company has an adequate irregularities; and
internal control procedure
(d) prepared the Annual Accounts
commensurate with the nature of its
on a going concern basis.
business and size of its operations.
Internal Audit is conducted at regular 17. Insurance:
intervals. Internal Audit is conducted
counterparts in industries. This is All the properties of the Company are
on a regular basis by an independent
basically done to enhance their skills adequately insured.
firm of Chartered Accountant.
in order to achieve an optimum output
However the Board of Directors are 18. Industrial Relations:
from them.
re-examining the scope of Internal
Audit looking into the size of The relations between the employees
Cautionary Note: and the management were cordial and
operations of the Company.
Statements in this report describing the an atmosphere of understanding
The reports of the internal audit along prevailed throughout the year. The
company’s objectives, projections,
with comments from the management Company has entered into a long-term
estimates, expectations and
are placed for review before Audit wage settlement Agreement with the
predictions may be “forward looking
Committee. The Audit Committee also workers at Sahupuram unit.
statements”. Actual results could differ
scrutinizes all the programmes and the
materially from those expressed or
adequacy of the internal controls. 19. Acknowledgement:
implied due to variation in prices of
raw materials, cyclical demand and The Board places on record their
Human Resources:
pricing in the Company’s principal grateful appreciation for the assistance
The Company has been following a markets, changes in Government and co-operation received from the
standard procedure for recruitment of regulations, tax regimes, economic Financial Institutions and the Banks.
best personnel for all the departments developments within India and other
and is making constant and incidental factors.
continuous efforts to retain and groom
them to meet its present and future 16. Directors’ Responsibility Statement:
requirements. The current strength is On behalf of the
In terms of Section 217 (2AA) of the
2,336 employees. The Company Board of Directors
Companies Act, 1956 your Directors
sponsors employees for various
have: Dr. Shashi Chand Jain
seminars on finance, operations,
marketing and human resource (a) followed in the preparation of Chairman and Managing Director
development to update their skills and the Annual Accounts, the
develop close co-ordination with their applicable accounting standards Mumbai, 28th June, 2005
A. MANDATORY REQUIREMENTS:
2. Board of Directors:
Ò Composition, category and their attendance at the Board meetings during the year and at the last Annual General
Meeting as also the number of other Directorships/Memberships of Committees are as follows:
Attendance Particulars
Category of Name of the Director at the Other Other Other
Directorship Board Last Directorships Committee Committee
Meetings AGM Memberships Chairmanships
Promoter/ Dr. Shashi Chand Jain 5 No 5 2 —
Executive Directors (Chairman &
Managing Director)
Shri Sharad Kumar Jain 4 No 2 — —
(Vice Chairman &
Managing Director)
Shri Pramod Kumar Jain 5 Yes 5 — —
(Managing Director)
Shri Bakul Jain 4 No 9 — —
(Executive Director)
Promoter/Non-Executive Smt. Satyawati Jain 3 No 2 — —
Director
Non-Executive and Shri Yuvaraj Saheb of 3 No — — —
Independent Directors Dhrangadhra
Shri F. H. Tapia 4 No 1 — —
Dr. V. H. Joshi 5 Yes — — —
Sushil K. Jalan** 2 N.A. 10 — —
Shri N.R. Ruia*** 1 N.A. 7 — —
Nominee Director Shri Prafull Ojha* — N.A. 2 — —
(Nominee of IDBI
as Lender)
* ceased to be a Director due to withdrawal of nomination by IDBI w.e.f. 6th July, 2004
** appointed as Additional Director w.e.f. 26th October, 2004
*** appointed as Additional Director w.e.f. 31st January, 2005
Ò No. of Board Meetings held during the year along with the dates of the meeting:
During the year five Board Meetings were held on:
27.04.2004, 21.06.2004, 29.07.2004, 26.10.2004 and 31.01.2005.
The Company placed before the Board the Annual Budget, Performance of various units and other information from
time to time as specified in Annexure I of the Listing Agreement.
3. Audit Committee: and such other authorities as the case may be).
Ò Terms of Reference: The remuneration is fixed considering various
factors such as qualification, experience,
The terms of reference of this Committee cover expertise, prevailing remuneration in the
the matters as specified for Audit Committees corporate world, financial position of the
under Clause 49 of the Listing Agreement as well Company etc. The remuneration Structure
as per the provisions of Section 292 A of the comprises Salary, Perquisites, Commission,
Companies Act, 1956. Contribution to Provident Fund, Super-
Ò Composition: Annuation Fund and other funds in accordance
with the provisions of the Companies Act, 1956.
The Audit Committee comprises 3 Non-
The Non-Executive Directors do not draw any
Executive Independent Directors. Dr. V.H. Joshi
remuneration from the Company besides the
is the Chairman of this Committee. Shri Yuvaraj
sitting fees for each meeting of the Board, Audit
Saheb of Dhrangadhra and Shri F.H. Tapia are
and Remuneration Committees attended by
the other members of the Committee.
them.
Ò Meetings and Attendance during the year:
Ò Details of the remuneration paid to the
The Committee met 3 times during the year and
Directors for the Financial year 2004-2005 is
the attendance of the Members at these meetings
given below:
was as follows:
Directors Salary Benefits Commis- Sitting Total
Dates of Dr. V.H. Joshi Shri F.H.Tapia Shri Yuvaraj sion Fees
Meetings Saheb of (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Dhrangadhra Dr. Shashi
Chand Jain 18,00,000 7,94,899 33,36,092 — 59,30,991
27.04.2004 Yes Yes No
Shri Sharad
26.10.2004 Yes Yes Yes Kumar Jain 18,00,000 7,81,920 33,36,092 — 59,18,012
31.01.2005 Yes Yes Yes Shri Pramod
Kumar Jain 18,00,000 7,80,720 33,36,092 — 59,16,812
Shri Bakul Jain 18,00,000 7,89,320 33,36,092 — 59,25,412
4. Remuneration Committee: Smt. Satyawati
Jain — — — 10,000 10,000
Ò Terms of Reference: Shri F.H. Tapia — — — 25,000 25,000
The terms of reference of this Committee cover Dr. V.H. Joshi — — — 30,000 30,000
the matters as specified for Remuneration Shri Yuvaraj
Committees under Clause 49 of the Listing Saheb of
Dhrangadhra — — — 17,500 17,500
Agreement.
Shri Prafull
Ò Composition, Name of Members and Chairman: Ojha — — — — —
The Remuneration Committee comprises 3 Non- Shri Sushil K.
Jalan — — — 10,000 10,000
Executive Independent Directors. Shri F.H. Tapia
Shri Nirmal
is the Chairman of this Committee. Dr. V.H. Joshi Kumar R. Ruia — — — 5,000 5,000
and Shri Yuvaraj Saheb of Dhrangadhra are the
other members of the Committee. Shri Prafull Sitting Fees also includes payment for Board
Ojha (Nominee Director) ceased to be a Level Committee meetings.
member of this committee w.e.f. 06.07.2004 due
to the withdrawal of his nomination on the Board Dr. Shashi Chand Jain, Shri Sharad Kumar Jain,
by IDBI. Shri Pramod Kumar Jain and Shri Bakul Jain are
Ò Meetings and Attendance during the year: each entitled for commission @ 25% of the
difference between 10% of the net profits as
There was only one Remuneration Committee computed under Section 349 of the Companies
meeting during year held on 21st June, 2004 Act, 1956, in a financial year and the aggregate
and Shri F.H. Tapia and Dr. V.H. Joshi were of the salary and perquisites and benefits paid
present for the same. to all the Managing Directors and Wholetime
Ò Remuneration Policy: Director in that year subject to the overall
The Remuneration of Managing Directors and ceilings stipulated in Sections 198 and 309 of
Whole-time Director is approved by the the Companies Act, 1956.
Remuneration Committee and thereafter by the The appointments of Managing Directors/
Board (subject to the subsequent approval by Executive Director are contractual and are for a
the Shareholders at the general body meeting period of 5 years.
The appointment of the Managing Directors/ Directors of the Company formulated DCW
Executive Director may be terminated by either Code of Conduct for the prevention of Insider
party by giving a six-month notice. Trading in the shares of the Company by its
No severance fee is payable on termination of Directors and designated employees. The DCW
appointment. Code, inter-alia, prohibits purchase/sale of
shares of the Company by the Directors and
Non-Executive Directors are not paid/entitled designated employees, while in possession of
for any remuneration other than sitting fees. unpublished price sensitive information in
Presently the Company does not have any relation to the Company. A system has been put
Scheme for grant of any stock option either to in place and Directors/Designated Employees
the Directors or to the employees. have been advised to take pre-clearance before
purchase/sale of the Company’s shares.
5. Shareholders’/Investors’ Grievance Committee:
Shri R. Venkataraman, Chief Financial Officer
Ò Smt. Satyawati Jain, Non-executive Director is & Secretary has been appointed as the
the Chairperson of the Shareholders’/Investors’ Compliance Officer for monitoring adherence
Grievance Committee. to the Regulations for the preservation of price
Ò Shri R. Venkataraman, Chief Financial Officer sensitive information, pre-clearance of trades
& Secretary is the Compliance Officer of the and implementation of the Code of Conduct for
Company. the prevention of Insider Trading.
Ò There were 147 complaints received from the 8. Means of Communication:
shareholders during the year, which have been Ò The Quarterly results are published in ‘Financial
resolved. Express’ in all editions in India including the
Ò There were no pending share transfers at the Gujarati edition published from Ahmedabad.
close of the financial year ended 31.03.2005. These are not sent individually to the
shareholders.
6. General Body Meetings: Ò The above results are also displayed on the
Location and time of last 3 Annual General Meetings Company’s web-site viz. www.dcwltd.com
were: Ò There were no presentations made to the
Year Location Date Time institutional investors or to the analysts.
Ò The Management Discussion and Analysis report
2001-02 Dhrangadhra,
appears in para 15 of the Directors’ Report.
Gujarat 11.09.2002 11.00 a.m.
2002-03 Dhrangadhra, 9. General Shareholders information:
Gujarat 07.08.2003 11.00 a.m. ANNUAL GENERAL MEETING:
2003-04 Dhrangadhra, Ò Day & Date : Thursday, 25th August, 2005
Gujarat 12.08.2004 11.00 a.m. Ò Time : 11.00 a.m.
Ò Venue at the Registered Office
No Special Resolutions were required to be put (at Guest House No. 2) ,
through postal ballot in the last AGM nor are there Dhrangadhra,
any matters requiring postal ballot at this Meeting. Gujarat - 363 315
The Company’s shares are listed with the following The performance of the Company’s shares relative to
Stock Exchanges: BSE Sensex is given in the chart below:
March 2005 44.00 30.10 43.45 33.70 Total Foreign Holding 4711547 13.65
4. Postal Ballot:
The provisions relating to Postal Ballot will be
complied with in respect of matters where applicable.
B. TECHNOLOGY ABSORPTION :
Research and Development:
1.1 BENEFICIATED ILMENITE AREA:
1.1.1 High Pressure leaching to reduce cycle time and acid consumption in BI process.
As reported last year, experimental trial runs have proved successful resulting in reduction in acid consumption and
cycle time by about 25%. By this modified process, apart from higher productivity in digesters, fair amount of
effluent reduction will also be achieved. Suitable hardware for the modified leaching process were installed for
6 digesters as first phase during 2003-04. For remaining digesters, installation of necessary materials was completed
by October 2004.
1.1.2 BI fines recovery system
A system consisting of lamella clarifier, tanks with agitators, floculant dosing arrangement etc. was designed and
installed to completely recover BI fines from leach liquor resulting in the capacity of existing filter presses being
doubled.
1.2 Iron Oxide area
1.2.1 Use of carbide drums for iron reaction
Carbide drums were used due to which procurement of scrap is totally avoided and there is substantial reduction in
the cost of production of iron oxide.
1.2.2 Use of oxygen in place of air for crystal reaction
Lab scale and plant scale experiment were conducted and encouraging results were obtained. Oxygen was used in
place of air for crystal reaction resulting in the reaction time reducing to nearly half which in turn reduces the
requirement of reactors when the plant is expanded.
1.3 Caustic Soda Area
1.3.1 Modernisation of cells in phased manner continued. During the year under report, 9 Cells have been completed.
1.3.2 Demercurisation plant was designed and installed to reduce the mercury content in caustic lye and hydrogen. The
CPCB norms are maintained with the commissioning of the demercurisation plant.
1.4 PVC
1.4.1 To increase PVC production capacity to 90,000 TPA, 4 Nos. SS reactors (3 Nos. towards replacement of existing glass
lined reactors and 1 No. additional) were ordered. 3 Nos. were erected and commissioned during November 2004.
The 4th reactor was commissioned in May 2005.
1.4.2 As reported last year, use of indigenous catalyst in place of imported catalyst is continued. There is a substantial
reduction in cost of additive chemicals.
1.4.3 In-house re-engineering efforts, reduction of inputs (VCM, power etc.) for manufacturing PVC was achieved and
annual savings to the tune of Rs. 40 lacs achieved.
(iii) Total Research & Development Expenditure as a percentage of total turnover (Net of Excise) : 0.23 percent.
Technology Absorption, Adaptation and Innovation :
Continuos efforts are made towards technology absorption, adaptation and innovation. The emphasis is on improving the
quality of the finished products and reducing energy consumption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars regarding foreign exchange earnings and outgo appear in Schedule 6 forming part of the Profit and Loss Account.
REQUISITE DATA IN RESPECT OF ENERGY CONSUMPTION
(A) Power and Fuel Consumption
1. ELECTRICITY
(a) Purchased
Unit (Lakh Kwh) 0.19 8.28 2.79 2.93 44.84 44.19
Total Amount 14.23 62.28 20.31 24.64 231.25 225.70
(Rs. In Lakhs)
Rate/Unit (Rs.) *73.71 7.52 7.29 8.41 5.16 5.11
(b) Own Generation
(i) Through
Diesel
Generator
Unit (Lakh
Kwh) 2078.02 2008.47 180.25 192.18 — —
Unit/ltr of 4.39 4.31 4.39 4.31 — —
LSHS/Diesel
Oil
Cost/Unit (Rs.) 3.14 3.17 3.14 3.17 — —
(ii) Through Steam
Turbine Generator
Unit (Lakh Kwh) — — — — 238.41 250.05
Unit/ltr of Fuel — — — — — —
Oil/Gas
Cost/Unit (Rs.) — — — — — —
2. FURNACE OIL/LSHS/
LSFO/ADDTITIVE
Quantity (Kl) 51417.31 51102.69 3335.55 2571.11 — —
Total Amount 5387.25 5251.12 349.86 263.76 — —
(Rs. in Lakhs)
Average Rate (Rs.) 10189.80 10177.09 10488.75 10258.68 — —
3. OTHERS
(i) Hydrogen
Quantity (MT) 450.514 382.734 — — — —
Total Amount 130.89 111.20 — — — —
(Rs. in lakhs)
Rate/Unit (Rs.) 29053.70 29053.70 — — — —
*Inclusive of Fixed Minimum demand charges per KVA to be paid irrespective of drawal of Power.
1 Shri C. V. Subramanian Chief Financial 1,649,260 B.Com., ACA, 20 21.10.2002 48 Sr. General Manager –
Officer Grad CWA Finance & Taxation
Sterlite Opticals Ltd.
APPLICATION OF FUNDS
Fixed Assets :
Gross Block 119.32 115.58
Less : Depreciation 61.42 57.35
57.90 58.23
Capital Work-in-progress 8.10 2.87
66.00 61.10
Investments 0.19 0.09
Current Assets, Loans and Advances :
Inventories 18.25 22.15
Sundry Debtors 11.24 9.40
Cash and Bank Balances 0.84 0.70
Loans and Advances 11.35 3.90
41.68 36.15
Less: Current Liabilities and Provisions
Liabilities 28.02 27.46
Provisions 1.75 1.48
29.77 28.94
Net Current Assets 11.91 7.21
TOTAL 78.10 68.40
EXPENDITURE
APPROPRIATION
2004-2005 2003-2004
Rs. in US $ in Rs. in US $ in
Millions Millions* Millions Millions#
Taxation
No. of shares of Rs. 10/- each (Million Nos.) 34.51 34.51 34.51 34.51
* 1 US $ = Rs. 43.75
# 1 US $ = Rs. 43.56
S. Venkatraman
Place : Mumbai Partner
Dated : June 28, 2005 Membership No. 34319
ANNEXURE REFERRED TO IN (c) In our opinion, the company is applicable as there are no such
PARAGRAPH 3 OF AUDITOR’S REPORT maintaining proper records of transactions exceeding the
TO THE SHAREHOLDERS OF DCW inventories and no material value of Rupees Five Lacs in
LIMITED ON THE ACCOUNTS FOR discrepancies were noticed respect of any party in the
THE YEAR ENDED 31ST MARCH, 2005. on physical verification as financial year.
compared to the record of
inventories. vi. In our opinion and according to the
i. (a) The Company has maintained
information and explanations given
proper records, except in
iii. Based on the audit procedures to us, the company has complied
respect of Pantape Division,
applied by us and according to the with the provisions of the Sections
showing particulars including
information and explanations given 58A, 58AA and other relevant
quantitative details and
to us, the company has not granted provisions of the Companies Act,
situation of fixed assets.
or taken any loans, secured or 1956 and the rules framed
unsecured, to/from companies, firms thereunder, with regard to deposits
(b) We are informed that the accepted from the public.
or other parties listed in the register
fixed assets, except in respect
maintained under Section 301 of the
of Pantape Division, have We are informed by the
Companies Act, 1956.
been physically verified by Management that no order has been
the Management with the passed by the Company Law Board
assistance of external agencies iv. In our opinion and according to the
or National Company Law Tribunal
during the year. In our opinion information and explanations given
or Reserve Bank of India or any Court
the frequency of verification to us, having regard to the
or any other Tribunal under Sections
is reasonable. As per the explanation that for purchase of
58A and 58AA of the Companies
information given to us by the certain raw materials, stores, and
Act, 1956.
management, no material components, alternative sources of
discrepancies as compared to supply are limited with reference to vii. The Company has, in general, an
book records were noticed in quality, delivery schedules, credit internal audit system commensurate
respect of fixed assets verified period and some of the items with the nature of the Company’s
during the year. purchased are of special nature, and business. However, the scope of
hence comparable alternative internal audit needs to be enlarged
quotations are not available for keeping in mind the size of the
(c) Since there is no disposal of a
these, there are adequate internal Company’s business.
substantial part of fixed assets
control procedures commensurate
during the year, the preparation
with the size of the Company and viii. We have broadly reviewed the books
of financial statements on a
the nature of its business for the of account maintained by the
going concern basis is not
purchase of inventories and fixed company pursuant to the rules made
affected on this account.
assets and for the sale of goods and by the Central Government for the
services. During the course of our maintenance of cost records under
ii. (a) The inventories of finished audit, we have not observed any Section 209(1)(d) of the Companies
goods (except goods lying with continuing failure to correct major Act, 1956 and are of the opinion
consignees and in transit), weaknesses in the internal control that, prima facie, the prescribed
stores, spare parts and raw system. accounts and records have been
materials have been physically
made and maintained. We have not,
verified by the management
v. (a) Based on the audit procedures however, made a detailed
with the help of external
applied by us, to the best of our examination of these records with a
agencies. In our opinion, the
knowledge and belief and view to determine whether they are
frequency of physical
according to the information accurate or complete.
verification is reasonable.
and explanations given to us,
particulars of contracts or ix. (a) According to the records of the
(b) In our opinion, the procedures arrangements referred to in company, undisputed statutory
of physical verification of Section 301 of the Companies dues including provident fund,
inventories (except finished Act, 1956, have been entered investor education and
goods lying with consignees in the register required to protection fund, employees’
and in transit) followed by the be maintained under that state insurance, income tax,
management are reasonable Section. sales tax, wealth tax, service
and adequate in relation to the tax, custom duty, excise duty,
size of the company and the (b) Sub clause (b) of sub-para (v) cess and other material
nature of its business. of para 4 of the Order is not statutory dues that are required
to be deposited regularly with x. The company does not have any Therefore the provisions of sub para
authorities, have generally accumulated losses at the end of the (xiii) of para 4 of the Order are not
been regularly deposited with financial year. The company has not applicable to the Company.
the appropriate authorities. incurred any cash losses during the
According to the information financial year covered by our audit
xiv. In respect of shares, securities and
and explanations given to us, and the immediately preceding
other investments dealt in or traded
no undisputed amounts in financial year.
by the Company, proper records
respect of the aforesaid
xi. On the basis of verification of have been maintained of the
statutory dues were in arrears,
records and according to the transactions and contracts and
as at 31st March, 2005, for a
information and explanations given timely entries have been made
period of more than six months
to us, the Company has not defaulted therein. All the investments are held
from the date they became
in repayment of dues to Financial by the Company in its own name
payable.
Institutions/Banks or Debenture except to the extent of the exemption
holders. granted under Section 49 of the
(b) According to the information
Companies Act, 1956.
and explanations given to us xii. The Company has not granted
and the records of the any loans and advances on the basis
company, the dues of sales tax/ of security by way of pledge of xv. According to the information and
income tax/customs duty/ shares, debentures and other explanations given to us, the
wealth tax/service tax/excise securities. Company has not given any
duty/cess, which have not been guarantee for any loans taken by
deposited on account of any xiii. The Company is not a chit fund or a others from any bank or financial
dispute are as follows:- nidhi or a mutual benefit society. institution.
(Rs. in lacs)
xvi. In our opinion, the term loans taken maintained under Section 301 of the procedure and utilised for availing
during the year have, prima facie, Companies Act, 1956. duty exemption of Rs. 95,29,591 on
been applied for the purpose for imports, were reported by the
which they were raised. xix. The Company has not issued any Customs as not being genuine.
debentures during the year and Based on legal opinion obtained,
xvii. According to the information and therefore the question of creating that the claim of the custom
explanations given to us, based on security or charge in respect thereof authority is time barred, the
an overall examination of the does not arise. company proposes to contest the
balance sheet of the Company, order before the appellate tribunal.
related information made available xx. The Company has not made any
to us and as represented to us by the public issue of any securities during
Management, funds raised on short the year and therefore the question For V. Sankar Aiyar & Co.,
term basis have, prima facie, not of disclosing the end-use of money Chartered Accountants.
been used during the year for long raised by any public issue does not
term investment. arise. S. Venkatraman
xxi. As represented to us by the Partner
xviii. The Company has not made any Membership No. 34319
Management, DEPB licenses that
preferential allotment of shares Place : Mumbai
were purchased in the market in
during the year to parties and
accordance with the prescribed Dated : June 28, 2005
companies covered in the register
EXPENDITURE
Manufacturing and Other Expenses ‘3’ 63,924.96 56,505.85
Interest & Finance Charges (Net) ‘4’ 71.91 308.85
63,996.87 56,814.70
Depreciation ‘5’ 2,074.46 2,312.48
66,071.33 59,127.18
Profit before tax 2,367.78 1,928.79
Provision for taxation
Current 170.00 160.00
Deferred (Refer Note B-5 of Schedule-N) 94.46 (369.18)
Profit after tax 2,103.32 2,137.97
Add : Surplus brought forward from last year 2,259.85 1,261.23
Available for appropriation 4,363.17 3,399.20
APPROPRIATION
Transfer to General Reserve 1,000.00 750.00
Proposed Dividend on Equity Shares 414.16 345.13
Tax on Dividend 54.13 44.22
1,468.29 1,139.35
Profit Carried Forward 2,894.88 2,259.85
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2005
2004-05 2003-04
Rs in lacs Rs in lacs
Authorised Capital
3,50,00,000 Equity Shares of Rs. 10/- each
(Previous Year 3,50,00,000 Equity Shares) 3,500.00 3,500.00
TOTAL 3,500.00 3,500.00
Notes
(1) The following Shares were allotted as fully paid-up without payment being received in cash:
(b) 910 Shares to Equity Shareholders of the erstwhile, PRC Limited, pursuant to the amalgamation with the Company.
(2) 74,90,197 Shares were allotted as fully paid-up Bonus Shares by Capitalisation of Capital Redemption Reserve, Share Premium
Account and General Reserve.
(3) 53,33,310 Shares were issued and allotted consequent to conversion of Part A of the 26,66,655 Partly Convertible Debentures
allotted in April 1992.
(4) 92,25,000 Shares were issued in 1994-95 against which Global Depository Receipts were issued by the Depository viz. Citibank,
U.S.A.
(5) 56,18,905 Shares were issued and allotted pursuant to Rights issue made during 2000-01.
CAPITAL RESERVE
As per last balance sheet 355.61 355.61
SHARE PREMIUM
As per last balance sheet 7,079.70 7,079.70
REVALUATION RESERVE
As per last balance sheet 1,438.95 1,573.63
Less : Transferred to Profit and Loss Account 58.57 134.68
1,380.38 1,438.95
GENERAL RESERVE
As per last balance sheet 5,766.80 4,232.81
Add : Transfer from P&L account 1,000.00 750.00
Less : Amortisation of Intangible Assets — 46.02
Add : Transfer from Debenture Redemption Reserve 30.00 830.00
Add : Forfeiture of Debentures 4.24 —
6,801.04 5,766.79
Notes :
1. Debentures
Series Redemption Details
14% At par in 12 quarterly instalments commencing from August, 2001 to May, 2004.
2. Loans Secured by
Debentures Legal mortgage creating charge on all immovable and movable properties of the Company situated in the State of
Gujarat and Tamil Nadu, both present and future, ranking subsequent, subservient and sub-ordinate to all prior
mortgages/charges created/to be created in future in favour of Public Financial Institutions.
Banks Working Capital facilities are secured by a first charge by way of hypothecation and/or pledge of current assets,
namely, stocks of materials, semi-finished and finished goods, consumable stores and spares including machinery
spares not capitalised, bills receivable and book debts and further secured by a second charge by way of hypothecation
over all the movable plant and machinery and by way of mortgage by deposit of title deeds over the immovable
properties, both present and future, such mortgage to rank second to the mortgages created in favour of Financial
Institutions/Debentures Trustees.
Term Loans from Banks are secured by a pari-passu first charge by way of hypothecation of movable properties of the
Company.
Other loans The Long Term Working Capital Loan from a Financial Institution is secured by creation of first pari passu charge
on all the movable fixed assets, both present and future by way of hypothecation and further secured on first pari-
passu charge by mortgage on all the immovable properties situated in the states of Tamilnadu and Gujarat.
Equipments Finance Loan from a Financial Institution is secured by creation of first pari-passu charge on all the
movable fixed assets, both present and future by way of hypothecation.
As at As at
31/03/2005 31/03/2004
Rs. in lacs Rs. in lacs
SCHEDULE “D”
UNSECURED LOANS
OTHERS
Deferred Sales Tax Credit 6.94 166.73
TOTAL 6.94 166.73
Due within one year Rs. 1.30 lacs (Previous Year Rs. 163.44 lacs)
SCHEDULE “E”
FIXED ASSETS
Rs. in lacs
GROSS BLOCK DEPRECIATION NET BLOCK
Description of At cost or Additions Sales and At Cost or Depreciation Depreciation As at As at
Assets Revalued and other other Revalued for the as at 31-03-2005 31-03-2004
Book Value Transfers Deduc- Book Value Year 31-03-2005
as at tions as at
01-04-2004 31-03-2005
Land 407.77 9.37 — 417.14 — — 417.14 407.77
Buildings 7,927.57 34.81 0.12 7,962.25 177.18 3,633.02 4,329.23 4,471.61
Plant and Machinery 40,610.44 1,973.86 242.14 42,342.16 1,832.51 22,340.47 20,001.69 19,880.15
Furniture, Fittings 733.47 35.40 14.87 753.99 51.01 573.53 180.46 267.54
Railway Sidings 0.59 — — 0.59 — 0.59 — —
Vehicles 665.69 156.86 98.24 724.32 57.00 324.48 399.84 338.93
Total 50,345.53 2,210.30 355.39 52,200.45 2,117.70 26,872.09 25,328.36 25,366.01
Notes:
1. See Note “B-2” of Schedule “N”.
2. Buildings include Rs. 701.06 lacs being cost of ownership flats and office accommodation in Co-operative Societies and a Limited Company against which the
Company holds shares of the face value of Rs. 1.24 lacs in Co-operative Societies and the Limited Company and shares of the face value of Rs. 0.54 lacs in the
Limited Company is yet to be transferred in favour of the Company.
3. Land includes the leasehold land valued at Rs. 70.99 lacs.
4. Assignment deeds in respect of 9.13 acres of Land at Caustic Soda Division, transferred by the Central Government to the State Government, are yet to be
executed by the State Government in favour of the Company.
5. Land, Building and Plant and Machinery located at Sahupuram Works (other than PVC Division) were revalued on 31.03.1993.
6. The Company exercised the option to purchase 793.39 acres of land leased by the State Government at Sahupuram Works. Assignment deeds in respect of the
said land are yet to be executed by the State Government in favour of the Company.
7. Fixed Assets includes assets taken over from erstwhile Pantape Magnetics Limited at revalued figure as per independent valuer’s report.
Schedules LIMITED
I. Long Term
In Govt. & Trust Securities (Unquoted)
7 Years National Savings Certificates 1000 10 0.10 1000 10 0.10
In Other Companies – Non-Trade (Unquoted)
The Dhrangadhra Peoples Co-op. Bank Ltd. 25 10 *250 25 10 *250
In Govt. & Trust Securites (Quoted)
Unit Trust of India - 6.75% Tax Free Bonds 100 19,358 19.36 100 19,358 19.36
Quoted
Reliance Industries Ltd. 10 553 0.42 553 0.42
Grasim Industries Ltd. 10 700 2.01 700 2.01
Ranbaxy Laboratories Ltd. 10 2,713 5.60 2,713 5.60
IPCL 10 43 0.03 43 0.03
As at As at
31/03/2005 31/03/2004
Rs. in lacs Rs. in lacs
SCHEDULE “H”
Sundry Debtors (Unsecured unless otherwise stated)
(a) Over 6 months
Considered good (Secured) 30.00 30.00
Considered good 127.22 115.65
Considered doubtful 290.39 290.40
(b) Other Debts (considered good) 4,762.08 3,950.09
5,209.69 4,386.14
Less : Provision for doubtful debts 290.39 290.40
TOTAL 4,919.30 4,095.74
SCHEDULE “I”
CASH AND BANK BALANCES
1. Cash on hand 8.90 5.54
2. Cheques, Stamps, Hundi papers on hand 0.05 0.04
3. Balance with Scheduled Banks
a. in Current Account 310.52 295.84
b. in Fixed Deposits (Pledged with Bank as Margin Money) 46.04 1.26
4. Post Office Savings Deposit (Pass Book pledged with
Central Excise Department) 0.02 0.02
5. Balance with Dhrangadhra People’s Co-op. Bank Ltd. (Maximum amount
outstanding Rs. 0.85 lacs) 0.85 0.85
TOTAL 366.38 303.55
SCHEDULE “J”
LOANS AND ADVANCES (UNSECURED, CONSIDERED GOOD)
Advances recoverable in cash or kind or for value to be received 2,692.06 866.02
Inter Corporate Deposits – Considered Good 1,400.00 —
Staff loans 49.73 41.73
Electricity and other Deposits 132.03 82.75
Balance with Customs, Central Excise etc. 656.20 480.94
Claims against Insurance, Railways, Custom etc. 34.14 49.74
SCHEDULE “K”
LIABILITIES
Acceptances against Letters of Credit 8,968.75 7,833.90
* Sundry Creditors (Includes liabilities for capital items) 1,234.07 1,348.14
Advances from Customers and Consignees 972.12 1,505.70
Trade and Other Deposits 352.29 355.81
Unclaimed Debentures Monies # 39.76 55.98
Unclaimed Dividend # 7.99 7.56
Unclaimed Public Deposit Monies # 0.93 1.06
Other Liabilities 485.31 788.22
Interest accrued but not due on Loans 75.00 63.37
Advance tax & tax deducted at source (Net of Provision for tax of
Rs. 1,323.00 lacs) (Previous Year Rs. 1,153.00 lacs) 121.20 (177.84)
TOTAL 12,257.42 11,781.90
SCHEDULE “L”
PROVISIONS
Proposed Dividend 414.16 345.13
Tax on Dividend 54.13 44.22
Leave Encashment 297.30 255.59
TOTAL 765.59 644.94
SCHEDULE “M”
A. Contingent liabilities not provided for :
1. Disputed Sales Tax Demands 657.34 172.03
2. Disputed Service Tax Demands 0.82 —
3. Disputed Entry Tax Demands 592.64 592.64
4. Disputed Excise Demands 359.14 60.96
5. Disputed Customs Demands 142.98 38.26
6. Disputed Income Tax Demands — 200.17
7. Company’s contribution to ESI not made pursuant to petitions for
exemption pending before High Court 79.08 79.08
8. Lease Rent, Local Cess, Interest on Lime Stone, Surcharge, Stamp
Duty, Octroi, Water & Electricity Charges/Tax 1,145.01 714.48
9. Disputed Industrial relations matters 219.43 106.33
1. SYSTEM OF ACCOUNTING
A. The Company follows the mercantile system of accounting and recognises income and expenditure on accrual basis.
B. Financial statements are prepared on historical cost basis and as a going concern, adjusted for revaluation/dimunition
in value of certain fixed assets.
2. USE OF ESTIMATES
The preparation of financial statements requires management to make certain estimates and assumptions that affect the
amounts reported in the financial statements and notes thereto. Differences between actual results and estimates are
recognized in the period in which they materialize.
In the case of new projects and in the case of modernisation/expansion of existing units, interest on borrowings for the
same and all pre-operative expenditure, incurred during implementation upto the date of installation are included under
Capital Work in Progress and capitalised by adding pro-rata to the cost of the assets.
5. INVESTMENTS
The Company’s investments comprise long term and current investments. Long Term investments are stated at cost less
permanent dimunition, if any, in value. Current investments are stated at lower of cost or market value.
6. INVENTORIES
Inventories are valued at lower of cost and net realisable value except stores, spares, mercury on hand and stock in process
which are valued at cost, packing materials which are valued at or below cost and scrap which is valued at net realisable
value. Cost is computed on weighted average basis and includes cost of conversion and other costs incurred in bringing the
inventories to their present location and condition.
Cenvat credit available on Raw Materials, Fuel and Packing materials, stores, spares and Capital goods and Service tax
credit on services availed are accounted for by reducing purchase cost of the related material or the expenses respectively.
B. NOTES ON ACCOUNTS
1. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is Rs. 4,676.51 lacs
(Previous year Rs. 1561.99 lacs).
2. The depreciation charge on the assets revalued on 31-3-1993 is more by Rs. 43.24 lacs (previous year Rs. 52.77 lacs) than
the depreciation charge thereon under section 205(2)(b) of the Companies Act, 1956 and the same is met by drawing from
Revaluation Reserve. The uplift on revalued assets discarded amounting to Rs. 15.33 lacs (previous year Rs. 81.91 lacs) has
also been met by drawing from Revaluation Reserve.
3 Consignment sales and expenses are incorporated on the basis of sale notes when received from consignees.
4. Confirmation of balances from some of the Debtors and Creditors, have not been received.
(ii) DISCLOSURE OF TRANSACTIONS BETWEEN THE GROUP AND RELATED PARTIES AND THE STATUS OF
OUTSTANDING BALANCES AS ON 31ST MARCH, 2005 (Rs. in lacs)
8. Encroachers have occupied some portions of the land belonging to the Company at Sahupuram. Efforts are being made to
evict them.
9. Sales Tax Assessments of Dhrangadhra Unit are pending from 1994-95 to 1997-98 and 2002-03 to 2004-05 (except for
1998-99 and 2001-02 which have been completed) and Central Sales Tax Assessments of Sahupuram Unit are pending
from 1998-99 Sales tax assessments under Tamil Nadu General Sales Tax Act, are pending since 1999-2000.
10. The amount of exchange difference in respect of forward contracts to be recognised in the Profit and Loss Account in the
subsequent accounting year is Rs. 7.95 Lacs (Previous year Rs. 9.50 Lacs).
12. In the matter of customs duty on imported calciner, CEGAT vide its order, dt. 8th December, 2000 has held that the
calciner imported would be entitled to exemption under Notification No. 59/87 and has also reduced the fine levied
for alleged import of the calciner without licence to Rs. 5 lacs. The Company has consequentially applied for refund
of Rs. 41.48 lacs to the Customs authorities who have denied the claim on account of unjust enrichment. The Company
filed a Civil application before the Hon’able Gujarat High Court. The case is pending for hearing.
13. The Company’s pending application to the Government of Tamilnadu for renewal of the lease of 3185 acres and 153 cents
of land at Vedaranayam from 1st April, 2003 has been directed by the Hon’able Supreme Court to be considered
by the learned Single Judge of the Madras High Court. The increase in lease rent, cess etc. on the said lease hold land
relating to the past period claimed by the State Government is disputed in writ petitions filed and pending in the Madras
High Court.
14. Computation of net profits under Section 349 of the Companies Act, 1956 (Rs. in lacs)
Particulars Amount
Add:
Wealth Tax paid 3
Less:
Provision for dimunition in value of Investments written back 2
15. During the year, trial runs were conducted at Dhrangadhra between August ’04 and November ’04 on the modernisation/
revamping of Soda Ash plant. Since the desired results relating to quality and efficiency was not forthcoming, the trial runs
were suspended pending assessment and carrying out necessary modifications. The company has invited foreign technical
experts to evaluate and recommend changes if any required. Efforts are on to complete the revamping / modernisation of
Soda Ash plant.
The trial run expenditure of Rs. 296.41lacs, incurred during the year construction period is included under Capital work in
progress.
17. Acceptances under current liabilities are disclosed after netting off fixed deposits for Rs. 2216.13 lacs given as security to
the Company’s Bankers for issuing letter of credit. This does not understate the net current assets of the company. Outstanding
short term foreign currency unsecured loan of Rs. 2001.50 lacs taken from a foreign branch of a Bank has been netted off
against fixed deposits of like amount given as security to the Company’s Bankers for issuing comfort letter towards the said
loan.
18. Information required in terms of Part IV of Schedule VI of the Companies Act, 1956 is attached.
Schedule “A” to “N” form an integral part of the Balance Sheet and Schedule “1” to “6” form an integral part of the Profit
and Loss Account.
Previous year figures are regrouped to match with current years grouping.
Stock (including cost of raw materials) taken for self consumption 3,378.41 3,477.40
Sale of Services [TDS Rs. 54.95 lacs, (Previous year Rs. 30.12 lacs)]. 284.73 150.45
TOTAL 76,967.20 69,136.91
SCHEDULE “2”
OTHER INCOME
Closing Stock :
Manufactured Products 2,788.55 3,820.08
Stock in Process 56.77 103.98
Packing Drums and Scrap 24.25 10.54
Coke Dust & Gypsum 14.55 21.08
Stock of Traded Goods 5.34 5.37
Stock of Traded Shares 8.06 8.06
2,897.52 3,969.11
Opening Stock :
2b. Purchases for resale (Net of stock of traded goods capitalised/written off) 84.30 1,791.68
TOTAL 1,155.91 1,518.13
47.48 66.45
Loss on Sale of Fixed Assets 19.57 15.21
(Unserviceable, written off etc.)
TOTAL 67.05 81.66
7. ADMINISTRATION EXPENSES
Rent 14.92 16.21
Rates, Taxes and licence fees 358.39 432.96
Insurance 137.64 117.42
Exchange Difference 418.63 (173.98)
Wealth Tax paid 3.11 3.17
Donation 0.80 8.49
Other expenses 613.98 661.57
TOTAL 1,547.47 1,065.84
SCHEDULE “4”
INTEREST AND FINANCE CHARGES
Debentures 0.49 67.52
Fixed loans 136.68 154.06
Others 327.23 344.86
464.40 566.44
Less: Interest from banks & others [TDS Rs. 50.67 lacs
(Previous Year Rs. 29.02 lacs)] (392.49) (257.59)
TOTAL 71.91 308.85
SCHEDULE “5”
DEPRECIATION
Depreciation on Fixed Assets for the year 2,117.70 2,250.09
Provision for diminution in value of Capital Stores — 115.16
2,117.70 2,365.25
Less: Drawn from Revaluation Reserve 43.24 52.77
TOTAL 2,074.46 2,312.48
Licensed Installed Quantity Value Quantity Quantity Quantity Value Quantity Value
M.T. Rs. In lacs M.T. M.T. M.T. Rs. In lacs M.T. Rs. In lacs
Dharangadhra Unit
Soda Ash 96,000 96,000 3,180 223.68 83,091 8,243 753 62.72 77,275 6,904.63
(96,000) (96,000) (2,626) (212.55) (92,475) (9,151) (3,180) (223.68) (82,769) (6,804.77 )
Soda Bicarbonate 12,000 12,000 315 34 16,458 — 1,973 184.20 14,800 1,543.87
(12,000) (12,000) (1,439) (128) (16,469) (—) (315) (34) (17,592) (1,723.85 )
Sahupuram Unit
Caustic Soda Lye 60,000 60,000 680 62 61,420 21,795 425 41.34 39,880 4,793.50
(60,000) (60,000) (1,861) (164) (59,060) (20,209) (680) (61.90) (40,032) (4,528.22 )
Liquid Chlorine 40,000 40,000 113 6 22,220 7,974 118 8 14,241 1,041.25
(40,000) (40,000) (118) (9) (22,395) (8,028) (113) (6) (14,372) (1,027.11 )
Upgraded Ilmenite No Licence 25,000 7,580 1,314 28,900 — 1,640 337 34,840 6,601.58
Required (25,000) (1,307) (260) (23,684) (16) (7,580) (1,314) (17,395) (3,341.53 )
PVC Resin — 60,000 4,345 1,932 77,330 — 3,599 1,891 78,076 42,617.29
(—) (60,000) (5,496) (2,194) (80,246) (—) (4,345) (1,932) (81,397) (37,283.72 )
Total 73,255.79
(65,327.34 )
Note: 1. Licensed capacity is not applicable in view of the Company’s products having been delicensed as per the new liberalised licensing policy announced by the Government of India.
3. Self consumption quantity mentioned includes quantity lost in handling, lost in transit, wash loss, samples, etc.
Lecofines — —
(4) (153.21)
Others — 2,015.06
(—) (1,996.48)
TOTAL 43,642.93
(36,540.59)