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Documente Cultură
CHALLENGE
2
About Abhishek
3
Managing Director’s Message
4
Financial Highlights
6
Inspired by Challenge
14
Business Overview
18
Directors’ Profile
20
Directors’ Report
30
Management’s Discussion and Analysis
38
Corporate Sustainability Report
42
Corporate Governance Report
60
Standalone Financial Statements
89
Consolidated Financial Statements
“THE TRIDENT CREDO”
In life as in business, change is the only constant. Keeping in mind
the events of the last year, Trident Group has undertaken a corporate
rebranding program with a simple philosophy – Inspired by challenge.
Three simple words, yet it has profound impact on our business and our
lives.
Throughout history we have witnessed how the world has progressed
when people challenged the status quo, questioned the conventional
wisdom and overcame the challenges to create what never existed. This
is the genesis of human progress.
What does this philosophy mean to the Trident Group? Everything.
For us it means constantly raising the bar and creating new benchmarks.
For us it means newer ways to do business and overcome any challenge
that comes in the way.
But then mere words won’t help. It is all about imbibing this credo in our
day-to-day work. It’s about internalizing the belief in our lives.
As we experienced the global downturn of 2008-9, our motto is the
need of the hour. To overcome all the challenges business throws at
us.
Mahatma Gandhi said, “One needs to be slow to form convictions,
but once formed they must be defended against the heaviest
odds.”
AT ABHISHEK, INSPIRED BY
CHALLENGE IS A CONVICTION.
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ABOUT ABHISHEK
OUR BUSINESS
We deal in yarn, terry towels, paper and chemicals along with our energy segment which serves all
the other divisions. Therefore we exist in the segments replete with opportunities and consistent in
growth.
Listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) Exports across
65 countries
Company Identification Number (CIN) : L99999PB1990PLC010307
Net Sales growth
OUR RANKING 33 percent over
World’s largest wheat straw based paper manufacturer the last year
One of the world’s largest terry towel manufacturers Exports growth
One of India’s largest yarn spinners. 32 percent over
Recognised by the ICSI as the best Indian Company for adopting corporate governance practices the last year
Balance Sheet Size
OUR VISION Rs 20,362.1 million as
Inspired by challenge, we will add value to life, and together prosper globally. on March 31, 2009
FINANCIAL HIGHLIGHTS
FINANCIAL PERFORMANCE
(Rs million)
Period ended Mar 2005 Mar 2006 Mar 2007 Mar 2008 Mar 2009
No. of months 15 12 12 12 12
Gross Turnover 8296 8885 9860 12062 15456
Net Sales 7056 7436 8166 10487 13981
Exports 3300 4190 4352 5193 6862
Gross Profit (PBIDT) 1464 1588 1794 1818 2605
Net Profit after tax 426 568 409 400 (530)
Net Worth 3150 3585 3995 4452 4463
Fixed Assets (gross block) 8218 10074 12101 13273 21032
Current Assets (Net) 2422 2863 3372 2785 2365
6862
15456
5193
12062
4190 4352
9860
8885
8296 3300
2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
Period ended Mar 2005 Mar 2006 Mar 2007 Mar 2008 Mar 2009
No. of months 15 12 12 12 12
Gross Profit Margin (%) 21 21 22 17 19
Return on Net worth (%) 14 16 10 9 --
Export Sales/Net Sales (%) 47 56 53 50 49
Debt/equity 1.47 1.92 2.48 2.88 3.49
CEPS (Rs) 6.16 6.35 6.46 6.32 2.80
EPS (Rs) 2.19 2.93 2.11 2.06 (2.64)
Book Value/Share (Rs) 16.22 18.12 20.57 22.92 20.09
Turnover per share (Rs) 42.72 45.75 50.77 62.11 69.56
21032
6.35 6.46 6.32
6.16
13273
12101
10074
8218
2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
22.92
69.56
20.57 20.09
62.11
18.12
16.22 50.77
45.75
42.72
2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
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EXPANSION
AMID ADVERSITY
Corporate robustness and resilience are defined not only the ability to
maintain a continuum in operations during phases of economic slowdown,
but actually to increase the level of engagement with the market.
We, at Abhishek have focused on enhancing products will result in higher contributions,
internal strengths and transforming them into reflecting a forward-looking proactivity in
opportunities. Amid a climate of economic production planning and product innovation.
adversity, we continued investing in enhancing
Our paper business witnessed a significant
our capacities, and stabilizing capacities that
expansion, with the commissioning of new
went on stream at the beginning of the year. We
machine of 1,25,000 tpa . This machine, together
analysed competencies, allocated resources and
with a pulping capacity of 90,000 tpa has
re-visited our strategies to ensure that these new
significantly enhanced our capacity to service
capacities were not rendered idle.
paper demand in our market territories and has
The vivid reflection of our efforts has been the enabled us to move up in value chain. It is also
Budni plant in Madhya Pradesh. The first phase the first agro-based paper manufacturer of India
of the integrated plant was commissioned with to use Elemental Chlorine Free (ECF) technology,
50,400 spindles becoming operational. The considered to be the most environment friendly
capacity at Budni is planned on special yarns like
paper manufacturing process.
compact, Elli-Twist, core spun yarn and special
cottons like Supima, Organic and Giza, which would This expansion will allow Abhishek to emerge as
help us differentiate our product in the market. an important player in the writing and printing
segment. We launched our own brand Copier
In the terry towel division , we added 82 looms
paper called ‘SPECTRATM COPIER’ and ‘MY CHOICE’,
as part of our terry towel expansion program and
which will help create a B-to-C brand.
added newer and higher value added products like
super fine zero twist, anti microbial towel, super Thus, we as Abhishek have endeavoured to give
absorbent towel, quick dry towel, organic slub a pragmatic approach to the present downturn.
towel to name a few. In addition, we also produced By harnessing strengths and expanding, we have
exclusive ranges for many premium private labels. made ourselves an organization that is ready to
On an expanded capacity, these value added face future challenges with aplomb.
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FOSTERING
INTERNAL STRENGTH
Economic adversity is often an imperative phenomenon, which brings with
it related opportunity to sharpen efficiencies and build capabilities that
operate at these enhanced levels. The future is subject to resources and
how we use them. During periods traumatized by economic perils, it is the
ability to weather abnormalities that determines sustainability.
To be resourceful enough to face a fairer and We continued our focus on ensuring a right-fit in
more promising business climate, we took care each of our various functions, and recalibrated the
to become stronger in our people relations and internal structure to match competencies with
thereby worked towards an overall tightening of business objectives at all levels.
our organizational people networks.
And most importantly, we ensured that the team
We promoted the flat organizational structure morale remained strong and that the motivation
which facilitates decision-making. The employees levels were even higher to ensure a prompt
have been empowered to take decisions, response to market conditions.
experiment thereby promoting entrepreneurial
Being stronger therefore, is the product of
mindset. There is a fair flexibility in deciding the
active and healthy synergies. Be it the work
career paths with growing elements of cross
environment, the remuneration structures or
functionality.
the zeal to recruit and retain the best talent, we
We remain committed to our philosophy of have proactively etched a path that has bravely
continued operational excellence. To that effect, penetrated through the barren economic scene.
the business excellence initiatives continued with Facing challenges through internal strengths is
satisfying operational results. our simple mantra.
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PRUDENCE
TO PROFITABILITY
There is never a better time to revisit norms of prudence and control filters
in an organisation than when the overall business climate is unfavourable.
This allows the learnings to be applied to a higher base as and when the
turnaround happens, ensuring higher value creation.
We, at Abhishek believe in a continuous process inbuilt derisking mechanism. This will protect our
of optimizing potential. As we await fairer bottomline from unnatural currency fluctuations.
weather, we endeavour to alleviate the gloom by
We believe we have insulated ourselves from any
taking measures which accrue to protecting and
troughs in external factor that may potentially
safeguarding our hard earned successes.
damage our bottomline. Internally, we also
During 2008-9, our functioning was impacted emphasized on leveraging our efficiencies for
by a significant foreign exchange fluctuation. lower operating costs, and strengthened our
Operationally, the year witnessed nearly 70 collection mechanism to ensure that our balance
percent improvement in PBDITA - 2,605.3 million sheet is always well capitalised and protected
from Rs 1,540.0 million in the previous year, from unpredictable fluctuations in currency rates,
on a 33 per cent turnover increase. However, and that our cash flow is positive.
the severe foreign exchange impact saw this
Thus, being spirited enough to face a challenge
positive operational surplus turn into a net loss of
as huge as a global slowdown, requires a good
Rs 530.4 million.
degree of prudent planning that accrues from
In order that such unpredictability and unrelated experience and wisdom. The business of emerging
skews don’t impact performance, we have invested as a competent player requires us to be financially
in creating a completely new forex strategy with a viable and internally strong.
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INVESTING FOR
A BETTER FUTURE
Adversity often impacts not only current productive ability but also has a
destabilizing effect on plans for the future. However, a philosophy based on
the principle of continuous investment often serves as a security against
future downturns. It is also the clearest sign of organisational resilience.
For Abhishek, a year of economic instability and and set up 24 new looms. This investment of
economic downturn is seen as an aberration, almost Rs 360 million will be operationalised by
and not as a continuing reality. This inspires the second quarter of 2009-10, allowing us to
us maintain the momentum of capacity and approach emerging demand with a larger portfolio
productivity enhancement, based on a well and greater ability to service it.
considered business plan.
In our paper division too, we have undertaken a
Our strategy is based on a long-term view of the debottlenecking and process streamlining project
market opportunities, and our plans are aligned with a capital outlay of Rs 400 million, which will
towards extracting maximum leverage from them. ensure that we derive maximum value from the
Therefore, our expansion plans across each of our recent addition of a new production line.
business lines continued uninterrupted, even in a
Thus, this culture of following our viable vision and
difficult year, reflecting our ability to rise above
adopted strategy is the harbinger of good tidings.
challenges and the sanctity of our own forward
In order to keep the wheel of progress rolling,
planning.
we have constantly invested on new projects
Our project of the second phase of expansion and product innovations to broaden our product
at Budni, to take the total number of spindles to base and enter newer markets and acquire newer
1,00,800 involving a total capital outlay of customers.
Rs 3737 million is on track.
Thus, market challenges have inspired us to
Similarly, in our terry towel division, we have continue undeterred on the path of investing in
undertaken to upgrade the existing 18 looms creating an organisation relevant in the future.
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BUSINESS OVERVIEW
YARN
PRODUCT BASKET KEY FEATURES
100 percent cotton yarn with count range of Consumed captively and also marketed within
Ne 13 to Ne 32 in carded yarns and Ne 12 to India and exported
Ne 40 in combed yarns Five units housing 1,76,352 spindles and
Single and TFO doubled 1920 rotors
Hosiery and weaving (combed and carded) Manufacturing value-added products like
Open end yarn for weaving & hosiery yarn from organic yarns, fair trade cotton
yarns, egyptian/supima cotton yarns, zero
Slub yarn/multi counts/compact yarn
twist yarns, slub yarns, cotton bamboo yarns,
Core spun yarns
cotton modal & core spun yarn etc
Elli twist yarns
Varied counts- combed and carded as
Yarn from imported premium cotton varieties mentioned above
like supima & egyptian
Focused efforts on value added products
Zero twist yarns
Exports to 17 nations across the globe
Poly cotton blended yarn
Geographical diversification with expansion
Cotton bamboo, cotton modal, cotton soya of spinning capacity at Budni, Madhya
and other blends Pradesh by installing 50,400 spindles in first
Certified organic cotton phase and another 50,400 spindles are being
Certified fair trade cotton installed in second phase
The expanded capacity in Budni would focus
on special yarns like compact, elli-twist,
corepsun yarn and special cottons like supima,
organic and giza etc
CAPITAL EXPENDITURE
The Company is setting up 1,00,800 spindles at Budni, Madhya Pradesh which involves a total capital outlay
of Rs 3,737 million. This project is being implemented in phased manner. The first phase of expansion
consisting of 50,400 spindles has been completed in April 2009 and the second phase is scheduled to be
fully operational during the third quarter of financial year 2009-10.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
BUSINESS OVERVIEW
TERRY TOWEL
PRODUCT BASKET Increasing footprint in domestic market -
Terry towel and toweling products single largest supplier of towels to the five-
Piece-dyed dobbies, yarn-dyed ,single and star hotels and resorts. Aggressively focusing
double jacquards, unidyed jacquards, yarn- to enhance the reach to mass market through
dyed stripes, terry and velour finish, beach distributors and agents. Catering to major
towels, bath sheets, bath towels, hand retail chains in India
towels, guest towels, face fringes, bath mats, Implementing viable vision concept in the
kitchen towels and made ups like bath robes business based on TOC methodology
and beach bags
Quality control laboratory complying with the
KEY FEATURES AATCC and ISO standards
Integrated unit housing 350 looms Production facility complying with CT-PAT
Combination of state of the art technology, requirement for overseas customers
know how from the worlds leading suppliers Conferred the “2006 Supplier of the Year”
and vertically integrated manufacturing award by JC Penney Corporation. Recipient of
infrastructure “Wal*Mart International Supplier of the Year”
Exports to 37 nations across the globe. award for 4 times
Products mainly exported to highly quality More focus on innovative and value added
conscious & cost competitive markets products; and enhancing market base
Supplying to most of World’s reputed retail Addition of new products like super fine zero
chain stores across the globe twist, anti microbial towel, super absorbant
towel, quick dry towel , organic slub towel, etc
during the year
CAPITAL EXPENDITURE
The Company has undertaken another expansion project of its terry towel division under which Company
is upgrading its existing 18 looms and 24 new looms are being set up. This project is being implemented in
textile park developed by Lotus Integrated Texpark Limited, a special purpose vehicle, with a capital outlay
of Rs 359.8 million and shall be completed by second quarter of financial year 2009-10.
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BUSINESS OVERVIEW
CAPITAL EXPENDITURE
The Company has undertaken a debottlenecking and process-streamlining project with a capital outlay of
Rs 400 million. Major areas of development would be finishing house, lime kiln and pulping section.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
BUSINESS OVERVIEW
ENERGY
KEY FEATURES
Having facilities for 50 MW power generation
and 338 tph of steam
Operates a co-generation power plant that
caters to the power and steam requirement
of yarn, terry towel and paper divisions
Ensures uninterrupted power supply to all
business units of the Company and helps in
cost reduction
Equipped with latest technology and multi
fuel boilers
India’s first organization to adopt fuzzy logic
for burner management in lime klin
DIRECTORS’ PROFILE
DIRECTORS’ REPORT
Dear Shareholders
Your Directors are pleased to present the 19th annual report and audited accounts of the Company for the
year ended March 31, 2009.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31, 2009 is summarised below:
(Rs million)
Particulars Current Year Previous Year
a) Net sales 13980.6 10486.7
b) PBIDT 2605.3 1540.0
c) Less : Interest 833.2 473.2
d) PBDT 1772.1 1066.8
e) Less : Depreciation 1159.3 863.8
f) Profit before tax 612.8 203.0
g) Less: Foreign exchange gain/(loss) (1440.7) 278.1
h) Profit/(loss) before tax after extraordinary item (827.9) 481.1
i) Less : Provision for tax (297.5) 81.6
j) Net Profit /(loss) (530.4) 399.5
k) Add : Profit brought forward 2146.7 1756.8
l) Amount carried to balance sheet 1616.3 2146.7
m) Earning per share (Rs) (2.64) 2.06
sheet and profit and loss account is given in straw as the main raw material, which saves about
“management discussion and analysis report” 5,000 trees a day. This project has enabled your
forming part of annual report. Company to penetrate into value added paper
segment and your Company has launched two
Performance Review
branded copier paper products – ‘Spectra’ and ‘My
A detailed discussion on performance of
Choice’ during the year under review.
operations of the Company is given elsewhere in
this annual report under “management discussion As reported in our last year report, the Company
& analysis report”. has established its first manufacturing venture
outside the State of Punjab by completing first
DIVIDEND phase of yarn expansion project consisting
Keeping in view the loss incurred during the year, of 50,400 spindles installed in Budni, Madhya
ongoing expansion, modernization and other Pradesh. The commercial production on these
future investment possibilities in order to meet spindles was started during the month of April,
competition, your directors have decided not 2009. This project entails setting up of 1,00,800
to recommend any dividend for the year under spindles at a total capital outlay of Rs 3,737 million
review. in two phases. The Company has laid foundation
stone and started civil works for the second phase
CONTRIBUTION TO THE NATIONAL consisting of another 50,400 spindles which shall
EXCHEQUER be operational by third quarter of financial year
The Company contributed a sum of Rs 249.3 2009-10.
million to the exchequer by way of central excise During the year under review, your Company
duty in addition to other direct and indirect taxes also completed terry towel expansion plan by
during the year under review. installing 82 looms. Out of this, 14 looms had
already become operational during the financial
EXPORTS
year 2007-8. The Company has commenced
Export sales accounted for 49 percent of net commercial production on remaining looms
sales. During the year under review, export sales during the third quarter of financial year 2008-9.
increased by 32 percent from Rs 5,192.8 million This project, which involved setting of 82 looms
in the previous year to Rs 6,861.5 million in the and balancing cum modernisation of textile
current year. manufacturing facilities, was fully completed
The completion
with a capital investment of Rs 2,130 million.
EXPANSIONS/MODERNISATION of Integrated
Further, the Company has undertaken another
Directors of the Company takes pleasure in paper and pulp
expansion project of its terry towel division under
informing you that during the year under review, project has
which Company is upgrading its existing 18 looms
Company has stabilized the operations and enabled your
and 24 new looms are being set up. This project
started commercial production on newly installed is being implemented with a capital outlay of
Company to
state-of-the-art pulp and paper machines after Rs 359.8 million and is being set up in textile park
penetrate into
completing, balancing and synchronization developed by Lotus Integrated Texpark Limited, a
value added
activities. This integrated pulp and paper special purpose vehicle, and shall be completed by
paper segment
expansion project of the Company involved a second quarter of financial year 2009-10.
capital outlay of Rs 8,250 million. The Company is
SUBSIDIARIES
further incurring a capital expenditure of Rs 400
As on the last day of financial year under review,
million for de-bottlenecking of paper project as
Company had two foreign subsidiaries, i.e.
to enhance production level and quality of final
Abhishek Industries Inc, a wholly owned
products. After this expansion, your Company has
subsidiary situated at USA and Abhishek Europe
emerged as World’s largest agro straw based paper
SA, a subsidiary in Neuchatel; apart from one
Company with a production capacity of 1,75,000
Indian wholly owned subsidiary Abhishek Global
tpa of both printing & writing paper using wheat
Ventures Limited.
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However, the Company has disinvested its directors, for the time being, except the Managing
entire holding in Abhishek Europe SA, Neuchatel directors and Whole time director, shall retire
by way of transferring 1,000 equity shares on annually and accordingly Mr S.K. Tuteja, Ms Pallavi
May 18, 2009 and consequent to this transfer, Shroff, Ms Ramni Nirula and Mr Rajiv Dewan,
the Abhishek Europe SA ceased to be a Subsidiary directors are retiring at the ensuing annual general
Company of Abhishek Industries Limited and the meeting. All retiring directors, offer themselves
Company does not hold any voting right/control for re-appointment.
in Abhishek Europe SA from the aforesaid date of As per the approval of shareholders in last annual
disinvestment. general meeting, Mr Rajinder Gupta has been re-
The Ministry of Corporate Affairs, Government appointed as Managing director of the Company
of India, vide its letter no. 47/251/2009-CL-3 for a period of three years w.e.f. April 1, 2009.
dated May 8, 2009 has granted exemption to the The Board has appointed Mr Raman Kumar as
Company from attaching balance sheet, profit Whole time director of the Company for a period
& loss accounts, etc of the aforesaid subsidiary of three years w.e.f. September 24, 2008 and
companies to the accounts of the Company for recommends his appointment alongwith
the financial year 2008-9. The Annual accounts remuneration for the approval of shareholders.
of the subsidiary companies alongwith the
FIXED DEPOSITS
reports of the Directors and Auditors thereon
During the year under review, your Company has
and all related detailed information are open for
not accepted any fixed deposits and no amount
inspection by any investor including investor
of principal or interest was outstanding as of
of subsidiary companies at the head office of
balance sheet date.
the Company and of the subsidiary companies
concerned. The Company will make available NO DEFAULT
these documents to investors including investors The Company has not defaulted in payment of
Your Company of subsidiary companies upon receipt of request interest and/or repayment of loans to any of the
proactively from them. The investors, if they desire, may write financial institutions and/or banks during the year
works towards to the Company to obtain a copy of the financials under review.
strengthening of the subsidiary companies.
CORPORATE GOVERNANCE
relationship with A statement giving information on the financials
Your Company is committed to adhere to the
constituent of of subsidiaries for the year ended March 31,
best practices & highest standards of corporate
2009 and the consolidated financial statements
system through governance. It is always ensured that the
prepared by the Company in accordance with
corporate fairness, practices being followed by the Company are in
Accounting Standard are given in the annual
transparency and report for the reference of the members.
alignment with its philosophy towards corporate
accountability governance. The well-defined vision and values of
DIRECTORS the Company drives it towards meeting business
During the year under review, Mr Anurag objectives while ensuring ethical conduct with all
Verma ceased to be a director of the Company stakeholders and in all systems and processes.
consequent to withdrawal of his nomination by Your Company proactively works towards
PSIDC. Mr Karan Avtar Singh was appointed as an strengthening relationship with constituent of
additional director by the Board and holds office system through corporate fairness, transparency
upto the ensuing annual general meeting. and accountability. In your Company, prime
Further, in accordance with the provisions of importance is given to reliable financial
Articles of Association of the Company, all the information, integrity, transparency, fairness,
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
empowerment and compliance with law in letter the Statutory Auditors for the year 2009-10, if
and spirit. Your Company proactively revisits its re-appointed.
governance principles and practices as to meet The Statutory Auditors of the Company have
the business and regulatory needs. submitted auditors’ report on the accounts of
Detailed compliances with the provisions of the Company for the accounting year ended
Clause 49 of the Listing Agreement for the year March 31, 2009. In their report, they have made
2008-9 has been given in corporate governance an observation that loss on valuation of open put
report, which is attached and forms part of this derivative options could not be determined by the
report. The Auditors’ certificate on compliance Company due to certain reasons as specified in
with corporate governance norms is also attached Note 18 of the Notes to Accounts. The ultimate
thereto. outcome of these transactions and their effect
on these accounts cannot be ascertained at this
HUMAN RESOURCE DEVELOPMENT AND
stage.
INDUSTRIAL RELATIONS
As you are aware that a major part of revenue of
The human resources development function of
your Company comes from export sales and as
the Company is guided by a strong set of values
such Company has foreign currency fluctuation
and policies. Your Company strives to provide the
exposure. Your Company hedges its foreign
best work environment with ample opportunities
currency fluctuation exposure by way of foreign
to grow and explore. Your Company maintains a
currency derivative options. The Company has
work environment that is free from physical, verbal
taken various foreign currency options from
and sexual harassment. The details of initiatives
various banks and as at March 31, 2009, there
taken by the Company for development of human
were certain open put options outstanding
resources are given in management discussion &
having a maturity period up to January 2013.
analysis report.
These derivative options are proprietary products
The Company maintained healthy, cordial and
of banks, which do not have a ready market and as
harmonious industrial relations at all levels.
such are marked to a model, which is usually bank
RECOGNITIONS & AWARDS specific instead of being marked to market. In the
During the year under review, your Company has view of the significant uncertainty associated
been conferred Silver Trophy for outstanding with the above derivative options whose ultimate
export performance for “Top Exporters – outcome depends on future events, the loss if
Madeups” in the Category of “Terry Towels” for any, on such open derivative options cannot be
the year 2007-8 by The Cotton Textiles Export determined at this stage.
Promotion Council (TEXPROCIL). The other points of auditors’ report are self-
explanatory and needs no comments.
AUDITORS & AUDITORS’ REPORT
M/s Deloitte, Haskins & Sells, Chartered COST AUDIT
Accountants, Statutory Auditors of the Company, Pursuant to the provisions of Section 233B of the
hold office until the conclusion of ensuing Companies Act, 1956 and subject to the approval
annual general meeting and are eligible for of the Central Government, the Board of Directors
re-appointment. The Company has received a of your Company has re-appointed M/s Ramanath
certificate from M/s Deloitte, Haskins & Sells, Iyer & Co., Cost Accountants, New Delhi as Cost
Chartered Accountants, under Section 224(1) Auditor for the accounting year 2009-10 to carry
of the Companies Act, 1956 confirming their out an audit of cost accounts of the Company in
eligibility and willingness to accept the office of respect of textile, paper and chemical divisions.
24 Abhishek Industries Limited
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given as Annexure I hereto and forms part of this It is our strong belief that caring for our business
PARTICULARS OF THE EMPLOYEES also, takes this opportunity to express its deep
gratitude for the continued co-operation and
As per the provisions of Section 217(2A) of the
support received from its valued shareholders and
Companies Act, 1956, the statement of particulars
their confidence in Company’s management and
of the employees, etc forms part of this report.
look forward to their continued support in future
However, as per the provisions of Section 219(1)
too.
(b)(iv) of the Companies Act, 1956, the annual
report excluding the abovesaid information is For and on behalf of the Board
being sent to all the members and other entitled S K Tuteja Rajinder Gupta
Information as per section 217(1) (e) read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the directors’ report for the year ended March 31,
2009.
1. CONSERVATION OF ENERGY
1.1 Energy conservation measures taken:
1. Reduction in power consumption by increasing flow of chilled water
2. Installation of eco ventilator in process house and sizing area
3. Optimum use of H-plant and reducing its power consumption by re-engineering
4. Maintaining the power factor 0.97 through out the year by proper utilization of capacitors
so that system loss is minimum
5. Installation of HT capacitors, Energy Monitoring Systems (EMS) and Variable Frequency
Drives (VFDs)
6. Installation of timers and stabilizers for all lighting in lighting distribution panel
1.2 Additional investments and proposals, if any, being implemented for reduction of
consumption of energy
1. Installation of HPA system in humidification plant
2. Re-engineering of humidification plant and compressor line to optimize the pressure
systems
3. Reduction of unburnt carbon residue to improve boiler efficiency
4. Energy Audit for process improvements and reduce power consumption
1.3 Impact of measures taken at 1.1 and 1.2 above for reduction of energy consumption and
consequent impact on the cost of production of goods:
On account of the aforesaid measures adopted by the Company, considerable saving of energy
& reduction in cost of production has been achieved. However, the power consumption per
kilogram as compared to the previous year in paper & yarn has increased because of new
technology absorption and increase in the production of value-added products, which require a
substantial amount of extra energy.
1.4 Total energy consumption and consumption per unit of production as per form a of the
annexure in respect of industries specified in the schedule thereto:
Year ended Year ended
Particulars Units Energy
31.03.2009 31.03.2008
1.4.1 Power and fuel consumption conservation
1.4.1.1 Electricity
a) Purchased measures taken by
Units MWH 75985 86003 the Company has
Total amount Rs Million 328.08 372.69
resulted in saving
Rate per unit Rs/KWH 4.32 4.33
b) Own generation of energy and
i) Through diesel generator reduction in cost of
Units MWH 206 218
Units/litre of diesel KWH 3.33 3.40 production
Cost per unit Rs/KWH 9.81 8.06
ii) Through Steam turbine/generator
Units MWH 269010 158417
Units per tonne of steam KWH 148 156
Cost per unit Rs/KWH 3.57 4.12
1.4.1.2 Coal
Quantity MT 222118 79669
Total amount Rs Million 736 319.77
Average Rs/MT 3312 4014
1.4.1.3 Furnace Oil
1.4.1.4 Other /Internal Generation
26 Abhishek Industries Limited
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2. TECHNOLOGY ABSORPTION
Efforts made in technology absorption as per Form B
RESEARCH & DEVELOPMENT (R & D)
2.1.1 (a) Specific areas in which R & D carried out by the Company:
1. New product development in textile - organic yarn, FLO yarn, cotton covered lycra
yarn, karded slub yarn, cotton/soya, 100 % synthetic and synthetic blended yarn in
both R/F and TFO, Quick dry towel, eco friendly zero twist without using PVA, herbal
dyes
2. Developing fine zero twist yarn in cotton, cotton/modal and cotton/bamboo up to
New product 20s Ne
development in 3. New product development in paper- Copier Paper under the name of Spectra-75
paper- Copier GSM and MY Choice Copier-70 GSM with the use of GCC in alkaline sizing, surface
Paper under the sized maplitho paper under the name of Crystaline and Silver Line Paper
4. Impact of varying chlorine dioxide dosages on optical properties and shrinkage loss
name of Spectra-
of straw and wood pulps
75 GSM and MY 5. Pulp characteristics & its behaviour at various PFI refining levels
Choice Copier-70 2.1.1 (b) Benefits derived as a result of the above R & D:
GSM with the use 1. Increased process flexibility for running different types of yarns
of GCC in alkaline 2. Increase in Revenue and EBIDTA Margin
sizing, surface sized 3. Improved brand image in market
4. Improvement in runnability of paper in Multi-color Offset Printing Machine
maplitho paper
2.1.1 (c) Future plan of action:
under the name 1. Planning for increased share of value added and innovative products
of Crystaline and 2. Accelerate safety, health, and environment programs across the organization
Silver Line Paper 3. Environment friendly products
4. Optimization studies of bleaching chemicals
5. Use of drainage aid for improvement in formation of paper and dryness of paper
after press section
2.1.1 (d) Expenditure incurred on R & D:
Expenses incurred on R & D are booked under respective general accounting heads and as
such no amount can be quantified separately under the head of R & D expenses
2.1.2 Technology absorption, adaptation & innovation:
2.1.2 (a) Efforts, in brief, made towards technology absorption, adaption and innovation :
1. Installation of amsler core soun yarn and caipo slub yarn technology
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
2. Installation of latest technology in weaving, processing, cut stitch & pack in towel
division. Improved productivity per person with the new automatic machines and
expansion
3. Cost optimization with improvement in quality by new technology in process house
4. The ECF technology in new paper machine
5. The fibreline system is a modern environmentally sound process utilising an oxygen
delignification and a D-Eop-D sequence for final bleaching of pulp
6. Commissioning of latest state of art technology new paper machine
7. Commissioning of pasaban sheeter for improving the sheeting quality of paper
8. Use of alkaline sizing in copier and maplitho paper for photocopying and printing
2.1.2 (b) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc :
The company was able to cater to a large number of customers with multiple products
portfolio and a better quality based on environment-friendly technology. The manufacturing
costs were rationalized towards optimization.
2.1.2 (c) In case of imported technology (imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished :
(i) Technology imported
The latest state of the art technology in TFO, sectional warping , direct warping,
sizing machine, looms, material movement trolley, knotting machines, package
dyeing machines, fabric dyeing machines, length cutting , length hemming machine,
automatic cross cutting & hemming machines, supersonic lobtex PP clearer
for manufacturing contamination free yarn, continuous pulping digester & ECF
technology from world renowned suppliers, for improving productivity and product
quality, besides reducing consumption of energy and scare resources.
(ii) Year of import
2004 to 2008
(iii) Has technology been fully absorbed?
Yes
(iv) If not fully absorbed, areas where this has not taken place, reasons therefore
and future plans of action.
Not Applicable
DIFFERENCE BETWEEN INTRINSIC VALUE AND FAIR VALUE OF STOCK OPTIONS AND IMPACT
OF THIS DIFFERENCE ON NET PROFIT AND EPS
Pro forma adjusted net income/(loss) and earning per share
Net Profit/(loss) as reported (Rs million) (530.4)
Add: Intrinsic value compensation cost (Rs million) 0
Less: Fair value compensation cost (Rs million) 17.7
Adjusted Pro forma net profit/(loss) (Rs million) (548.1)
EARNING PER SHARE (RS)
Basic Diluted
As reported (2.64) (2.64)
Adjusted Pro forma (2.73) (2.82)
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
WEIGHTED AVERAGE EXERCISE PRICE AND WEIGHTED AVERAGE FAIR VALUE OF OPTIONS
GRANTED DURING THE YEAR
(Rs)
Particular Exercise Price Fair Value
Exercise price equals market price 17.55 8.81
Exercise price is greater than market price Not applicable Not applicable
Exercise price is less than market price Not applicable Not applicable
DESCRIPTION OF METHOD AND SIGNIFICANT ASSUMPTIONS USED TO ESTIMATE THE FAIR
VALUE OF OPTIONS
The fair value of the options granted has been estimated using the Black-Scholes option pricing model. Each
tranche of vesting have been considered as a separate grant for the purpose of valuation. For estimation
of fair values of option, following weighted average values have been used for options granted:
Stock price 17.70
Volatility 63.33%
Risk free rate 7.68%
Exercise price 17.55
Time to maturity 5.50 Proper and
Dividend yield 3.11% sufficient care has
been taken for
the maintenance
ANNEXURE III to the Directors’ Report of adequate
accounting records
Directors’ Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the
in accordance with
Companies Act, 1956 and forming part of the Directors’ Report for the year ended March 31,
2009. the provisions of
The statement of the Directors’ responsibility on the annual accounts of the company for the year ended
the Companies
March 31, 2009 is provided below: Act, 1956 in
i) That in the preparation of the annual accounts, the applicable accounting standards had been followed safeguarding the
along with proper explanation relating to material departures. assets of the
ii) That the Directors had selected such accounting policies and applied them consistently and made Company and for
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the preventing and
state of affairs of the Company as at March 31, 2009 and of the profit/loss of the Company for the detecting fraud and
year ended March 31, 2009. other irregularities
iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.
iii) That the Directors had prepared the annual accounts on a going concern basis.
For and on behalf of the Board
The management of the Company has devised an ongoing system to assess the operations of the
Company on real time basis. The Company is proactively engaged in a formulaic approach towards
the handling of critical projects and is attentive to the pre requisites. The Company prioritizes
opportunities, strategise decisions and embark on expansions.
Through this report, the management shall look at repercussions across the primary, secondary and
the future, explore the different frontiers, identify tertiary sectors in the economy. The industrial
the trends and present arguments on how it sector is estimated to grow by a mere 4.2 percent
should gear up for the threats and advantages. as compared to 7.4 per cent in 2007-8. The
This comprehensive report analyses the impact slowdown has been majorly attributed to the
of the business environment on the Company’s deceleration in the manufacturing sector, which is
performance and should be read in conjunction estimated to grow by a nominal 4.1 percent during
with the audited financial statements and notes 2008-9 as compared to 8.2 percent last year.
for the year ended March 31, 2009 and the The last year had started with a strong economic
audited financial statements and notes for the performance for India, but the momentum was
year ended March 31, 2008. All references to ‘AIL’, lost as the months passed, as India faced the ripple
‘Abhishek’, ‘we’, ‘our’ or the ‘Company’ in this report effects of the gloom in the global economy. The
refer to Abhishek Industries Limited and should be global economic crisis, took a turn for the worse
construed accordingly. in September 2008 with the collapse of several
international financial institutions, including
BUSINESS OVERVIEW
investment banks, mortgage lenders and insurance
The Company primarily operates in textiles,
companies. India’s growth rate was less than hoped
papers and chemicals segment. The Company,
as its exports shrank at the end of 2008.
over a period of time has added 50 MW capacities
for power generation. The energy segment of the TEXTILE INDUSTRY OVERVIEW
Company is presently catering to the power needs The Indian textile industry is one of the oldest
of all the three businesses of the Company. and most significant industries in the country.
The Company has manufacturing set up based in It accounts for around 4 per cent of the gross
Barnala, Punjab and the Corporate office is located domestic product (GDP), 14 per cent of industrial
at Ludhiana, Punjab. As part of geographical production and over 13 per cent of the country’s
derisking and diversification, the Company has set total export earnings. In fact, it is the largest
up a new yarn project at Budni, Madhya Pradesh. foreign exchange earning sector in the country.
This is the first manufacturing venture of the Moreover, it provides employment to over 35
Company outside the state of Punjab. million people.
The Company is a recognized player in its The Indian textile industry is estimated to be
respective segments and respected for its around US$ 52 billion and is likely to reach US$
professional ethics, state of art technology, 115 billion by 2012. The domestic market is
innovative concepts and quality management. likely to increase from US$ 34.6 billion to US$ 60
billion by 2012. It is expected that India’s share
ECONOMY OVERVIEW of exports to the world would also increase from
India has displayed admirable fortitude in the face the current 4 per cent to around 7 per cent during
of the global economic crisis. As economic distress this period.
looms over US, UK, Europe and Japan, global real GDP India’s textile exports have shot up from US$ 19.14
is forecasted to decline by 0.5 percent to 1 percent billion in 2006-7 to US$ 22.13 billion in 2007-8,
as in 2009 as against a growth rate of 3.2 percent registering a growth of over 15 per cent.
in 2008-a clear indication of challenges ahead.
India is facing increased business opportunities
After clocking an average annual growth rate of 8.9 in the domestic retail sector due to skewed
percent during last five years i.e. 2004-5 to 2007-8, population towards the young, an increase
growth has stagnated in the financial year 2008-9, in disposable incomes and a rapid growth in
due to the the global financial crisis. organised retail.
The global economic crisis has had quantifiable Consequently, the domestic market is estimated
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
to grow to over US$ 50 billion by 2014. of India with spinning capacity of 1,25,952
Significantly, the textile sector is estimated to spindles at single location. The Company has total
offer an incremental revenue potential of no less spinning capacity of 1,76,352 spindles and also
than US$ 50 billion by 2014 and over US$ 125 has 1920 rotors.
billion by 2020. The year under review has witnessed special focus
The textile industry has attracted FDI worth US$ on value added products as recognized to be the
850 million during August 1991 and December major drivers of growth. To this effect, the division
2008. has undertaken modernization and expansion of
India is speeding towards attaining the status of capacity leading to increase in turnover.
a global player in textile and apparel-sourcing with Optimization of resources, lean manufacturing
its abundant multi-fibre raw material base, well and energy saving techniques have been the
established production bases, design capability cornerstones of the year improving productivities
and skilled labour force. and other operational parameters.
Government Initiatives The Company is perpetually engaged in the
In an effort to increase India’s share in the world process of making efforts to be globally relevant in
textile market, the government has introduced a a competitive scenario and therefore is expanding
number of progressive steps: the spinning capacity by 1,00,800 spindles at
100 per cent FDI allowed through the Budni in Madhya Pradesh. The first phase of this
automatic route expansion consisting of 50,400 spindles has
De-reservation of readymade garments, already been completed. The expanded capacity
hosiery and knitwear from the small-scale would concentrate on manufacturing special
industries sector in end-2000 yarns like compact, elli-twist, corespun and special
Technology Mission on Cotton was launched cottons like supima, organic and giza. This would
in February 2000 to make quality raw foster expansion of product base with count
material available at competitive prices range extending to Ne 60. The Company has
adapted the latest technology, encourages better
Technology Upgradation Fund Scheme
customer relationships and religiously organizes
(TUFS) which was launched to facilitate
yarn dealers’ meets to the effect.
the modernisation and upgradation of the
textiles industry in 1999 has been given Strengths and Opportunities
further extension till 2011-12. A total of Technology: The division has adopted state of
18773 applications involving a project cost art technology and is abreast of all the current
of US$ 24.91 billion have been sanctioned advancements in the field due to its attempts of
under TUFS upto March 31, 2008 accumulating technological updates.
40 textile parks are being set up under the Projected growth of textile industry:
Scheme for Integrated Textile Parks (SITP) Considering the immense growth potential of
which will attract an investment of US$ 4.38 Industry, companies like us who have implemented
billion process and technology of global standards can
Optimization of
live on substantial hopes of success.
In the face of a global meltdown, the government resources, lean
Access to raw materials: The major raw
has come out with an economic stimulus package
for the textile industry. This includes:
material, cotton is sourced locally following the manufacturing
Company’s principle of establishing integrated and energy
Additional allocation of US$ 285.66 million
synergies in raw material sourcing, manufacturing
to clear the entire backlog in TUFS, which
facilities and markets, therefore helping in lean
saving techniques
would enhance cash flow of the exporters have been the
manufacturing.
Extension of interest rate subvention of 2
per cent on pre and post shipment credit
Geographical diversification: The Company is cornerstones of
setting up textile facility at Madhya Pradesh for
Additional fund of US$ 224.42 million for the year improving
fine counts which would enhance the division’s
refund of terminal excise duty product basket and hence increase customer base. productivities and
ABHISHEK’S YARN DIVISION INITIATIVES Challenges and Threats other operational
The Company is one of the largest yarn spinners Increased competition: The increase in parameters
32 Abhishek Industries Limited
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capacity in the yarn spinning industry in recent which resulted in the higher manufacturing costs
time and globalization momentum have led to hitting the bottom line. However the prices were
manifold increase in competition internationally normalized towards the end of the year. Further in
as well as domestic. the current retail environment there were lesser
Cotton sourcing: Government intervention opportunities in the market. The Company has
in fixing Minimum Support Price (MSP) has seen very competitive prices being quoted despite
badly impacted international competitiveness the scanty opportunities in the market. This has
of industry and likely to have the impact in the also given an opportunity to the Company to
future as well. expand in markets other than US and focus on
Brand alliances.
Capital Expenditure
The Company is setting up 1,00,800 spindles During the year under review, the Company has
at Budni, Madhya Pradesh which involves a total added new products like super fine zero twist,
capital outlay of Rs 3,737 million. This project is anti microbial towel , super absorbant towel , quick
being implemented in phased manner. The first dry towel , organic slub towel and many more. The
phase of expansion consisting of 50,400 spindles Company is constantly expanding/modernizing
has been completed in April 2009 and the second its manufacturing capacities with an objective to
phase is scheduled to be fully operational during attain increased volumes with lower overheads,
the third quarter of financial year 2009-10. better quality and replacement of old technology
with the latest world class technology.
TERRY TOWEL INDUSTRY OVERVIEW The improvement initiatives along with viable
Terry towels constitute 6-9 percent of the overall vision initiatives based on theory of constraints
Home Textile assortment. In the US market, the were continued to enhance operational
major market share is with the retailers (discount efficiencies, customer satisfaction and market
stores, department stores, specialty stores etc). share.
Owing to the financial challenges and tough
Entering the Domestic Market
market scenario the towel sales registered a
Indian market in itself offers tremendous
major reduction during the year but Abhishek was
opportunity for the Company. The growth in
able to maintain its growth trajectory. The market
shopping space and need for Home textiles
is becoming more matured in terms of product
product has positive bearings for the Company.
needs. From a generic product market, a shift is
The Company is aggressively aiming to tap the
seen towards products with functional attributes
domestic market. The Company’s prime focus is
like quick dry, anti microbial etc.
to build brand for its towels & toweling products
India along with China, Pakistan and Brazil has in the national market and enlarge distribution
major manufacturers for the terry towel industry. channel for the products to reach masses. It is
The industry faces major challenges due to the also working to customize products to suit all
volatility of foreign exchange and input costs. Indian needs.
This however is hardly unusual since any global
Strengths and Opportunities
industry would face such challenges in a bid to
Technology: State-of-the art technology,
keep the price competitive.
machinery know-how from the best international
ABHISHEK’S TERRY TOWEL DIVISION suppliers and vertically integrated plants, gives the
INITIATIVES Company a very strong footprint in the industry.
The Company is one of the World’s largest terry Reliability: A strong client base and a great
towel manufacturers. As a value added segment track record in terms of client servicing backed
having a continuous growth momentum, the terry by technology, supply chain partnerships and on
towel business is the most important source of time delivery are key strengths.
export earnings and international recognition for Markets: Latin America, Middle East, Eastern
the Company. European and Domestic markets are an
The year 2008-9 was a challenging year for the opportunity to spread business.
Company. In the beginning of the year, a steep Challenges and Threats
rise in the commodity prices was witnessed, Increased competition: This segment faces
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
competition within India and from neighboring coming into play viz; industry down cycle, rate of
countries. The globalization has intensified capacity addition leading the rate of increase in
competition. demand, change in consumption pattern, cheaper
Logistics: The distance between plant and ports imported material from China, Malaysia, Singapore,
increases supply time and cost. Thailand, which has lead to pressure on domestic
pricing.
Product’s lifecycle: The long life cycle of towels
could stagger fresh off take. In these conditions, only way to survive is to
control the cost of production and simultaneously
Agriculture based raw-material: The major
build the brand through quality and increase
raw-material is cotton yarn where prices are driven
the share in value added products like copier &
by uncertainties of weather, size of world crop
business stationary.
and Govt. regulations on Import/Export trade.
Overall demand is expected to get steady in
Capital Expenditure
second quarter of FY 2009-10, and it can start
The Company has undertaken another expansion
catching its pace in third and fourth quarter of
project of its Terry towel division under which
financial year.
Company is upgrading its existing 18 looms and
24 new looms are being set up. This project is ABHISHEK’S PAPER DIVISION INITIATIVES
being implemented in textile park developed This has been a year of expansion, growth and
by Lotus Integrated Texpark Limited, a special looking ahead into a future which promises to
purpose vehicle, with a capital outlay of Rs 359.8 yield results and would take the Company to a
million and shall be completed by second quarter new dimension of success. The major concern this
of financial year 2009-10. year has been to stabilize new plant and establish
the Company in the market as “A” grade mill with
PAPER INDUSTRY OVERVIEW
quality product range. This paper plant expansion
Global paper market is dominated by North
at Barnala is anticipated to produce fruitful results
America, Europe and Asia. Current global paper
in the field of writing & printing paper.
and paperboard consumption is around 395
million MT, which is expected to grow to 420 With completion of this expansion, the Company
million MT by 2010. For the fast developing has emerged as first agro-based paper
Asian markets, their share in global paper and manufacturer of India to use Elemental Chlorine A strong client
Free (ECF) technology.
paperboard consumption has risen to 35 per cent base and a great
from the 32 per cent in the last couple of years; The Company has launched its own brand of
Copier paper called ‘SPECTRATM COPIER’ which has
track record in
and expected to grow even further. The share of
mature markets like North America and Europe is helped Company to move forward from commodity terms of client
expected to fall to around 50 per cent by 2010. segment to customer oriented Organization. The servicing backed by
Company is producing high quality paper which is
Asia’s principal markets are China, Japan, India, technology, supply
getting utilized in the manufacturing of diaries,
Malaysia, Singapore and Thailand. India, with a chain partnerships
notebooks and text books. Its customer base has
per capita consumption as low as 8.2 kg, clearly
has a long way to go, as compare to Japan (250
increased substantially with strong services & and on time
quality products. delivery are key
kg), China (45 kg) and the world average (56 kg).
Strengths and Opportunities
With social development in terms of increased strengths
education levels, there is considerable headroom Technology: The Company has installed modern
for increasing paper consumption in India. Global and hi tech paper & pulp machine with world class
demand is expected to increase at a rate of 2.4 art of technology.
percent and India by 6.7 percent. Environmental friendly: The Company
In the first half of FY 2008-9, Indian paper industry has already been complying with the CREP
was booming and demand leading the supplies environmental norms and saves 5,000 trees per day
and prices going up. But in second half, with the as compared to 100 percent wood pulp based units.
newer capacity addition, supplies started leading Also the Company has adopted ECF technology.
the demand, which started increasing pressure on Proximity to raw material: Agro residues are
prices. The scenario got worst with lot of factors sourced locally leading to saving in logistics cost
34 Abhishek Industries Limited
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Capacity enhancement: The Company has sulphuric acid. The chemical division caters to
expanded its manufacturing capacity which the need of leading battery manufacturers,
would enable it to widen its product basket. detergent industry, zinc sulphate industry, alum
Better realization: Excise duty on paper has manufacturing, dyes & chemicals and fertilizer
been cut from 8 percent to 4 percent, giving industry etc.
manufacturing companies a better realization Marketing of sulphuric acid is strategically planned
benefit during recession. so as to utilize full potential of the installed
Challenges and Threats capacity. In this direction, strategic purchase of
Competition: Capacity expansion by a number sulphur is being done as sulphur is the main raw
of players, a sign of tough competition ahead, has material and contributes to more than 50 percent
and will prove a deterrent. cost of production.
Decrease in consumption: Due to global Strengths and Opportunities
recession, overall consumption of paper has gone Capacity: Maximum production capacity in entire
down and export market is getting hit. Even
Northern region
imported quantities are coming in huge stocks and
Inventory: Low inventory carrying costs for
expected to create tough competition in market.
customers
Crop pattern: Movement for changes in crop
Value added services: Increasing revenue &
pattern and environment factor may lead to raw
profitability from offering value added services to
material scarcity
customers
Capital Expenditure
Challenges & Threats
The Company has recently completed its
Raw material: Forecasting of sulphur prices &
integrated state of the art paper & pulp expansion
availability of sulphur
project with installing paper machine having
Client base: Customer retention & new customer
capacity of 1,25,000 tpa; pulping facility having
development
capacity of 90,000 tpa and a captive power
Substitution: Alternate products available in the
plant of 20 MW with a capital investment of
market wherever possible.
Rs 8,250 million. In the current year, the Company
is undertaking a debottlenecking and process POWER SECTOR OVERVIEW
streamlining project with a capital outlay of The power & energy infrastructure sector in India
Rs 400 million. is poised for a major take-off. The present installed
The net sales of
capacity is inadequate for the nation’s needs,
paper & chemicals CHEMICAL INDUSTRY OVERVIEW and there are plans for rapid growth. The APDRP
division witnessed a The chemical industry in India is well established and (Accelerated Power Development & Reforms
has recorded a steady growth in the overall Indian
significant increase Programme 2002 - 2012) has seen an addition
industrial scenario. The chemical and allied industries
of around 22,000 MW during last five years. And
of 75 percent in have been amongst the faster growing segments
during the next five years, a capacity addition of
FY 2008-9 with of the Indian industry. The chemical industry is
over 78,000 MW has to be setup by 2012.
highly heterogeneous encompassing many sectors
increase in total like organic and inorganic chemicals, dyestuffs, The Market potential to sustain the GDP growth
production of paper paints, pesticides and specialty chemicals. Some rate of India @ 8 percent plus per annum needs
of the prominent individual chemical industries are the power sector to grow at 1.8 - 2 times the
by 65 pecent GDP rate of growth as espoused by economists,
caustic soda, soda ash, carbon black, phenol, acetic
acid, methanol and azo dyes. planners and industry experts. This would mean
a YOY capacity addition of 18,000 - 20,000 MW
Currently, there is tremendous scope for growth
to achieve this ambitious plan of moving India
in chemical sector. The per capita consumption
to a developed economy status, as an economic
of chemicals in India is well below the prevailing
global powerhouse. The target mission : ‘POWER
world level.
for All by 2012’ would mean achieving the target
ABHISHEK’S CHEMICAL DIVISION INITIATIVES of 1000 KwHr (Units) of per capita consumption
The Chemical Division has facility to produce of electricity by this period. To achieve this goal,
1,00,000 tonnes per annum of sulphuric acid the engagement of the private sector gains
and the Company also produces battery grade significance.
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INTERNAL CONTROL SYSTEM AND THEIR During the year under review, the company
ADEQUACY continued to enhance its activities in all areas
The Company has designed an internal control of human resource management and facilitation
system which is independent and has objective including labour relations, client services,
assurance and consulting activity designed to add organizational development, occupational health
value and improve an organization’s operations. and total compensation.
The prime objective of internal control system The Company’s approach to leadership
is to bring a systematic, disciplined approach to development, business transition, diversity,
evaluate and improve the effectiveness of risk
and human resource planning continued to add
management, control and governance processes.
value to organizational effectiveness. HRM’s
The internal control and audit framework is robust organizational strength is our people Human
and rigorous considering the size and scale of the Resources is well positioned to assist the
organization, complexities faced overall risk profile organization in its efforts to attract, motivate and
of the Company. The internal auditors strive to retain a highly talented workforce.
assess the control and governance process for
Workforce Composition
the organization. The Company has also retained
The company’s organizational structure is - IB,
management auditors to periodically review
DC, Frontline Entrepreneur, Facilitators and
the adequacy of the system and refinement of
Operatives. Towards the close of the financial year
processes followed.
under review, the total strength of the Company
The internal audit report along with plans,
was around 9200 employees. The Average age of
significant audit findings, compliance with
the organization talent is 27.5, a judicious mix of
accounting standards, is in turn reviewed by the
youth and experience.
Audit Committee of the Company to ensure the
proper audit coverage, adequate consideration Management Team
along with execution of recommendations of Institution Builder (IB) 19
auditors. Development Coaches (DC) 140
Frontline Entrepreneurs (FLE) 406
IMPROVEMENT INITIATIVES Total 565 The Company’s
The volatile, competitive and fast paced approach to
environment continuously pushes the Company OUTLOOK
to look for opportunities for performance The Company is pretty excited in its outlook. leadership
improvement. The Company also continued The stabilization of paper plant coupled with development,
with various ongoing and adopted certain new operational improvement in textile plant is business transition,
initiatives. expected to yield handsome results. The
eco-friendly technology, massive capacities,
diversity, and
During the year under review, the Company
improvement initiatives, motivated manpower human resource
continued to strive for a cost savvy, cleaner,
healthier and safer working environment. These make our outlook pretty optimistic. planning continued
initiatives inter-alia included viable vision, lean
CAUTIONARY STATEMENT to add value to
manufacturing, organization infrastructure organizational
This discussion contains certain forward-looking
review, PMS, leadership development, kaizen, 5S,
six sigma, etc. Also the Company adopted daily/
statements based on current expectations, which effectiveness
entail various risk and uncertainties that could
hourly monitoring, empowerment of middle
cause the actual results to differ materially from
management, dashboard, collaborative leadership;
those reflected in them. The actual could be
which led to tangible and intangible gains for the
materially different from the one stated herein
Company.
below. Market data and product information
HUMAN RESOURCE MANAGEMENT & contained in this report is gathered from published
INDUSTRIAL RELATIONS and unpublished reports and their accuracy cannot
Human Resources, as a strategic business partner, be assured.
strive to provide support to the organization The management reserves every right to re-visit
through the delivery of key business outcomes. any predictive statement as may be deemed fit.
38 Abhishek Industries Limited
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Abhishek Industries has been consistently working towards integrating CSR into the values,
culture, operations and business decisions at all levels of the organization. The Company adopts
a business approach that creates a long term shareholder value by embracing opportunities
and managing risks deriving from economic, environmental and social developments. At
Abhishek Industries, we tend to grow without damaging prospects of future generation.
Over the years, the nature of the company’s involvement with the community has undergone a
change. It has moved away from “charity & dependence” to “empowerment & partnership”.
1. To continuosly identify and assess the risks incurred within all important business operations using a
uniform and methodical approach
2. To monitor implementation of the measures defined to counteract risks
3. To develop and continuously maintain a risk-oriented insurance strategy as a means of risk mitigation
4. Through Internal Audit which has a comprehensive framework of measurement and monitoring risks
Categorisation of Risk: Risks are categorized taking into consideration the factors and circumstances from
which they emanate. The below are the listed risks which may arise from external factors affecting the
Company or the internal factors from within the Company.
Business segments
Substitution risk
Strategy risk
Competition risk
Concentration risk
Force majeure
Cost competitiveness
Operational risk Quality
Obsolescence risk
Proprietary risks/contingencies
Funding risk
Foreign currency risk
Financial risk
Receivable management risk
Working capital cycle risk
structures to Categorization and recording of risks, which 5. The Company has implemented rain water
harvesting to recharge the aquifers.
support a wide assists in prioritization of risks
6. Upgradation of effluent treatment plant
range of activities Control and mitigation of risks keeping in
(ETP)
in such areas as view the risk appetite and development of
action plan depending upon risk retention, 7. Commissioning of a water treatment plant
environmental (WTP) resulting into the use of the surface
risk mitigation and risk transfer
protection, social water by industrial plants in place of ground
Review of risk control and mitigation
contribution, water and thereby saving ground water of
measures in order to check its effectiveness
human resource the area
and updating the same, if needed
development, 8. Proper treatment of sewerage water through
To ensure economic sustainability of the Company,
information, the Company has adopted a proactive approach
STP (sewerage treatment plant) and use of
treated water for plantation to reduce waste
disclosure and to identify and mitigate risks confronted by the
and also reduce water consumption
compliance Company.
9. Producing organic yarn, which is totally
ENVIRONMENT SUSTAINABILTY environmental friendly and having zero
The Company has lived to its commitment to pesticide
community with focus not just on commercial 10. Adoption of cost effective cleaner
aspect but from ecological perspective and is technologies, waste minimization techniques
continuously going for environment friendly and appropriate pollution control/abatement
process and initiatives. The Company ensures technologies
safer, healthier and pleasant environment in 11. Generate wealth from waste in various
working area as well as in community it operates processes in the industrial plants
into. 12. Accreditation of manufacturing facilities of
The Company has formed SHE (Safety, Health & the Company to ISO 140001
Environment) committee with three task forces, We continuously improve our environmental
viz Safety, Health & Environment. Environment programs and explore inventive solutions to save
task force is continuously focusing on all our precious environment for future generations.
parameters to improve environment not only for
the employees but also to save earth. SOCIAL SUSTAINABILITY:
At Abhishek, we have a value system of sharing
The Company has undertaken various initiatives
and paying back to society which has been
in above direction which include:
cornerstone to the success of the Company. The
1. Environment friendly product development –
Company has created organizational structures to
Paper with ECF Technology
support a wide range of activities in such areas
2. Practicing 3r (reduce, reuse and recycle) &
as environmental protection, social contribution,
waste management in Industrial plants
human resource development, information
3. Energy conservation drives by installing
disclosure and compliance.
power saving technology on the machines
Some of the CSR initiatives taken by the Company
in the industrial plants and procurement of
are highlighted as below:
energy efficient machines
41
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
The Company
is committed to
respect the rights
of its employees
and aim to promote
human rights
within its sphere of
influence
Based on the above test of independence, Mr S K Tuteja, Ms Pallavi Shroff, Ms Ramni Nirula and Mr Rajiv Dewan are categorized as
Independent directors.
Other details relating to the Board are as follows:
No. of Board No. of Board
No. of
Shareholding in Committees Committees
Directorships
Name Designation Category Company memberships Chairmanships
held in all public
(No. of shares) held in all public held in all public
Companies #
Companies @ Companies @
Mr S K Tuteja Chairman Non-Executive, Independent - 14 10 5
Mr Rajinder Gupta Managing Director Executive 588,266 7 1 -
Ms Pallavi Shroff Director Non-Executive, Independent - 7 2 -
Ms Ramni Nirula Director Non-Executive, Independent - 4 1 -
Mr Rajiv Dewan Director Non-Executive, Independent 23,290 8 5 -
Mr Karan Avtar Singh Additional Director Non-Executive - 6 - -
Mr Raman Kumar Whole Time Director Executive - 5 - -
# including Abhishek Industries Limited and excluding private and foreign companies
@ Board Committee for this purpose includes Audit Committee & Shareholders’/Investors’ Grievance Committee (including Board Committees of
Abhishek Industries Limited)
GOVERNANCE STRUCTURE
Company has laid a strong foundation for making corporate governance a way of life by constituting a
Board with balanced mix of experts of eminence & integrity, forming a core group of top level executives,
inducting competent professionals across the organization and putting in place best system, process and
technology.
Development coaches
(Supporting &
Front line Facilitators
coaching, creating Operatives
entrepreneurs (Result
contexts, linking (Delivery
(Innovation & growth, orientation, quality
knowledge on time, cost
energy & drive, consciousness,
& practices, effectiveness)
frontline motivator) problem solving)
relationships &
reconciliations)
44 Abhishek Industries Limited
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Composition of
Audit Committee Board Level Committees Compensation Committee
1. Mr S K Tuteja, 1. Mr S K Tuteja,
Independent director Independent director
(Chairman of (Chairman of
Committee) Committee)
2. Ms Ramni Nirula, 2. Ms Pallavi Shroff,
Independent director Independent director
3. Mr Rajiv Dewan, 3. Ms Ramni Nirula,
Independent director Independent director
Terms of Reference of Board Level reporting process and the disclosure of its
Committee financial information to ensure that the
The Board while approving terms of reference financial statement is correct, sufficient and
of Committees ensures that the same is in line credible.
with laws of land. The Board proactively reviews b) Recommending the appointment and
terms of reference of Committees and modifies removal of external auditor, fixation of audit
the same, if necessary, to meet the strategic fee and also approval for payment of any
and business needs. Following are brief terms of other services.
reference of Board Level Committees. c) Reviewing with management the annual
financial statements before submission to
AUDIT COMMITTEE
The terms of reference of Audit Committee are as the Board, focusing primarily on:
per Listing Agreement and Companies Act, 1956. Any change in the accounting policies
The broad terms of reference of audit committee and practices
as adopted by the Board are as under: Major accounting entries based on
a) Oversight of the Company’s financial exercise of judgment by management
47
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
Qualification on draft audit report the Listing Agreement and other laws, rules and
Significant adjustments arising out of regulations.
audit
COMPENSATION COMMITTEE
The going concern assumption
The broad terms of reference of Compensation
Compliance with accounting standards Committee inter-alia include determination and
Compliance with stock exchange and review of remuneration package of Executive
legal requirements concerning financial directors/CEOs and formulation and administration
statements of Employee Stock options plan of the Company.
Any related party transactions i.e. INVESTORS’ GRIEVANCE AND SHARE
transaction of the Company of TRANSFER COMMITTEE
material nature, with promoters or
The broad terms of reference of Investors’
the management, their subsidiaries or
Grievance and Share Transfer Committee inter-
relatives etc that may have potential
alia include monitoring of work related to transfer/
conflict with the interest of the
transmission/conversion/dematerlisation/
Company at large
rematerlisation/subdivision/consolidation,etc
d) Reviewing with management, external and of shares of the Company, approving issue of
internal auditor, adequacy of internal control duplicate share certificate and ensuring redressal
systems of all kinds of shareholders/investors complaints.
e) Reviewing the adequacy of internal
audit function, including the structure of STRATEGY COMMITTEE
the internal audit department, staffing The broad terms of reference of Strategy
and seniority of the official heading the Committee inter-alia include formulation of long-
department, reporting structure coverage term & strategic planning as well as resources
and frequency of internal audit management, performance review and monitoring
f) Discussion with internal auditors any & review of projects.
significant findings and follow up thereon
SCREENING COMMITTEE
g) Reviewing the findings of any internal The broad terms of reference of Screening
investigations by the internal auditors into Committee inter-alia include determination of
matters where there is suspected fraud or appropriate characteristics, skills and experience for
irregularity or a failure of internal control the Board members and to make recommendation
systems of a material nature and reporting to the Board and to Shareholders on the induction
the matter to the Board
The Board
of any new director.
h) Discussion with external auditors before the
proactively reviews
audit commences on the nature and scope BANK OPERATION COMMITTEE terms of reference
of audit as well as has post audit discussion The broad terms of reference of Bank Operations of Committees and
to ascertain any area of concern Committee inter-alia include Bank Operating modifies the same,
i) Reviewing the Company’s financial and risk Powers, changes thereon and other Banking if necessary, to
management policies related issues of the Company with the Banks/ meet the strategic
j) To look into the reasons for substantial
Financial Institutions. and business needs
defaults in the payment to the depositors, DIRECTORS’ REMUNERATION
debenture holders, shareholders (in case of Remuneration policy of Directors
non-payments of declared dividends) and Executive director
creditors. The remuneration paid to the Executive
k) To approve unaudited Quarterly Financial directors is recommended by the Compensation
results and publish the same as required in Committee and approved by the Board of
the Listing Agreement Directors subject to the approval by the
Apart from above, the committee also reviews shareholders in the General Meeting and such
other matters as required under clause 49 of authorities, as the case may be.
48 Abhishek Industries Limited
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Non-executive director
Non Executive Directors are paid by way of sitting fee for the meeting of Board and Committee (as the case
may be), attended by them. The remuneration paid to the Non executive directors is approved by the Board
of Directors, subject to the approval by the shareholders in the General Meeting.
The synopsis of approvals for the remuneration paid to Mr Rajinder Gupta, Managing director, Mr Raman
Kumar, Whole time director and sitting fees paid to Non executive directors during the year ended March 31,
2009 is given hereunder:
Date of Approval
Executive directors
Sr Approving Authority Mr Rajinder Mr Raman Non executive
Gupta Kumar directors
(Managing (Whole time
director) director)
1 Compensation Committee 25.01.2006 09.10.2008 Not applicable
2 Board of Directors 25.01.2006 24.09.2008 03.01.2009
Being placed in
3 Shareholders in Extraordinary General Meeting 18.03.2006 12.12.2003
ensuing AGM
During the period 2008-9, the Company did not advance any loan to any of its Directors. No stock options
have been provided to directors of the Company during the year under review.
The details of the remuneration paid to the Directors alongwith their relationships and business interests is
detailed below:
The Company has also taken Director’s & Officer’s Managing director is also entitled to receive
(D&O) Liability Insurance to protect its directors’ commission at the rate of one percent of the
personal liability for financial losses that may arise net profits of the Company as computed under
out of their unintentional wrongful acts. Section 349 of the Companies Act, 1956, as per
Pecuniary relationship or transaction of Non the terms of his appointment recommended by
executive directors vis-à-vis the Company the Compensation Committee in its meeting held
The Company does not have any direct pecuniary on January 25, 2006 and approved by the Board
relationship/transaction with any of its Non in its meeting held on January 25, 2006 and
executive directors. However, a sum of Rs. the shareholders in their Extraordinary General
3,00,000/- has been paid to M/s Amarchand & Meeting held on March 18, 2006.
Mangaldas & Suresh A Shroff & Co., during the Termination of Agreement with Managing
financial year 2008-9 towards fees for legal director & Wholetime director and severance
services. Ms Pallavi Shroff, a Non executive director fees
of the Company is partner of M/s Amarchand & The employment of Managing director &
Mangaldas & Suresh A Shroff & Co. However, the Wholetime director shall terminate automatically
above payment does not affect independence of in the event of their ceasing to be a director of
Ms Pallavi Shroff as the same is not material as the Company in the General Meeting and/or in
per criteria fixed by the Board. the event of their resignation as a director of
Criteria for payment of Commission the Company and subsequent acceptance of the
In addition to the monthly remuneration, the resignation by the Board.
A brief profile of the Directors is given elsewhere The brief profile of the directors being
in this annual report, which forms part of the appointed and re-appointed and other
Corporate Governance Report. relevant Information is given elsewhere in
this Annual Report, which forms part of the
MANAGEMENT Corporate Governance Report.
The management discussion and analysis report b) Means of Communication
is given elsewhere in this annual report, which The quarterly, half yearly and annual financial
forms part of this Corporate Governance report. results and quarterly shareholding pattern are
posted on Company’s official website www.
SHAREHOLDERS
tridentindia.com. As per the requirements of
a) Disclosures regarding appointment/re-
the Listing Agreement, the Company also
appointment of directors
provides information to the Stock Exchanges
Pursuant to the Articles of Association of the
and update its website on regular basis to
Company, all the directors for the time being
include new developments in the Company.
except Managing director and Wholetime
The quarterly, half yearly and annual results
director shall retire annually and accordingly
and quarterly shareholding pattern are also
Mr S K Tuteja, Ms Pallavi Shroff, Ms Ramni
uploaded on the EDIFAR website of SEBI
Nirula and Mr Rajiv Dewan, directors are
www.sebi.gov.in. The Company Secretary
retiring at the ensuing Annual General
being the Compliance Officer ensures
Meeting. All retiring directors, offer
the correctness and authenticity of the
themselves for re-appointment. The
information posted on the said website.
Screening Committee & Board has
recommended re-appointment of directors All material information about the Company
who are retiring and offer themselves for re- is promptly sent through facsimile/e-mail to
appointment. the Stock exchanges where the shares of
the Company are listed.
Mr Karan Avtar Singh was appointed as
additional director by the Board on January Full version of the Annual Report including
3, 2009 and holds office till ensuing the Notice of Annual General Meeting,
Annual General Meeting. The Company has Management‘s Discussion and Analysis,
received a notice under Section 257 of the Corporate Governance report, Balance Sheet,
Companies Act, 1956 proposing his name Profit & Loss Account, Cash Flow Statement
for appointment as director of the Company. alongwith the schedules and notes thereon,
The Screening Committee and Board has Directors report and Auditors report are sent
recommended appointment of Mr Karan Avtar to the shareholders within the stipulated
Singh as director. Further, Mr Raman Kumar time and are also uploaded on Company’s
was appointed as Whole time director on official website www.tridentindia.com.
September 24, 2008 and his remuneration The Company generally publishes its The Screening
and other terms of appointment was financial results in the Business Standard,
approved by the Compensation Committee Financial Express, and Desh Sewak. During
Committee & Board
and Board. Accordingly, The Board the period under review, the Company has recommended
recommends approval of the appointment of published its financial results in the following
Mr Raman Kumar as Whole time director of newspapers:
re-appointment of
the Company. directors who are
Financial Results Newspapers Date of publication retiring and offer
Unaudited financial results for the quarter ended Business Standard 22.07.2008 themselves for
June 30, 2008 Desh Sewak 22.07.2008
Unaudited financial results for the quarter ended Business Standard 25.10.2008 reappointment
September 30, 2008 Desh Sewak 25.10.2008
Unaudited financial results for the quarter ended Financial Express 25.01.2009
December 31, 2008 Rozana Spokesman 25.01.2009
Unaudited financial results for the quarter ended Financial Express 16.05.2009
March 31, 2009 Rozana Spokesman 16.05.2009
c) Compliance Officer
The Board has appointed following officials as Compliance Officer of the Company.
1. Mr Pawan Jain, Company Secretary (e-mail Id: pawanjain@tridentindia.com.)
2. Mr Ratnesh P Rukhariyar, Deputy Company Secretary (e-mail Id: ratneshrukhariyar@tridentindia.com)
The Compliance officers can be contacted for any investor related matter relating to the Company on
contact no. +91-161-5039999, 5038888; and Fax no. is +91-161-5039900, 5038800.
52 Abhishek Industries Limited
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The Company
DISCLOSURES exchanges, SEBI and other statutory
has continued to a) Related party transactions authorities on all matters related to
comply with the There was no materially significant capital market during last three years
requirements related party transaction, pecuniary No penalties or strictures have been
transactions or relationships between imposed on the Company by the stock
of the stock the Company and its directors, promoters exchanges, SEBI or any other authority
exchanges, SEBI or the management that may have on any matter related to capital market
and other statutory potential conflict with the interests of during the last three years
the Company at large except the details
authorities on all of transactions annexed to the Balance CORPORATE ETHICS
matters related Sheet disclosed as per Accounting As a responsible corporate citizen, the Company
Standard 18 of the Institute of Chartered consciously follows corporate ethics in both
to capital market business and corporate interactions. The Company
Accountants of India
during last three has framed various codes and policies, which act
All details relating to financial and
years commercial transactions, where
as guiding principles for carrying business in
ethical way. Some of our policies are:
directors may have a potential interest
are provided to the Board and the a) Code of Conduct for Prevention of Insider
interested directors neither participate Trading
in the discussion, nor do they vote on b) Code of Corporate Disclosure
such matters. The Audit Committee of c) Whistle Blower Policy
the Company also reviews related party d) Combined Code Of Corporate Governance &
transactions on periodical basis Conduct
b) Compliances made by the Company e) Safety, Health and Environment (SHE) Policy
The Company has continued to comply f) Values Framework
with the requirements of the stock g) Risk Management Procedure
53
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
b) Financial Calendar
Next Financial year April 1, 2009 to March 31, 2010
c) The Financial Results will be adopted as per the following tentative schedule:
For the quarter ended June 30, 2009 July 2009 (4th week)
For the quarter ended September 30, 2009 October 2009 (3rd week)
For the quarter and year ended December 31, 2009 January 2010 (3rd week)
For the quarter & year ended March 31, 2010 May 2010 (2nd week)
d) Date of Book Closure for the purpose of Dividend and Annual General Meeting:
The Share Transfer Book and Members’ Register shall remain closed from Friday, August 21, 2009
to Thursday August 27, 2009 (both days inclusive) for the 19th Annual General Meeting of the
Company.
f) Listing Fees
Listing fees for the year 2009-10 has been paid to the Stock Exchanges where the equity shares of
the Company are listed in the month of April, 2009 i.e. within the stipulated time.
54 Abhishek Industries Limited
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g) Stock Code
The Company’s code at the stock exchanges and news agencies are:
Sr Name of Stock Exchanges Stock code Reuters code Bloomberg
1 Bombay Stock Exchange Limited 521064 ABHP.BO ABIN IN
2 National Stock Exchange of India Limited ABSHEKINDS ABHP.NS NABIN IN
Sensitivity at NSC
25
20
15
NIFTY
AIL
10
5
0
May-08
Aug-08
Nov-08
Mar-09
Sep-08
Feb-09
Dec-08
Apr-08
Oct-08
Jun-08
Jan-09
Jul-08
AIL NIF TY
Sensitivity at BSC
20 20000
15 15000
S E NS E X
10 10000
AIL
5 5000
0 0
Ma y-08
Aug-08
Nov-08
S ep-08
F eb-09
Apr-08
J a n-09
Ma r-09
Dec-08
J un-08
Oct-08
J ul-08
AIL SENSEX
55
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
of participants to convert these options into equity shares of the Company. There has not been
any exercise of option during the financial year 2008-9.
2. The outstanding two crores eighty lacs (2,80,00,000) warrants of the face value of Rs 10/- each
allotted on preferential basis on July 9, 2007, have been converted into equivalent number of
equity shares of the Company on January 3, 2009, for cash at a premium of Rs. 11.30/- per equity
share.
The Company has no other outstanding convertible instrument.
r) Exchange of shares of erstwhile Varinder Agro Chemicals Limited with Abhishek Industries
Limited
After merger of Varinder Agro Chemicals Limited (VACL) with Abhishek Industries Limited (AIL), the
Company has allotted 70 fully paid equity shares of AIL for every 24 fully paid equity shares of VACL.
The Company sent individual letters to all the shareholders of VACL to exchange their share certificates
of VACL for share certificates of AIL.
The shareholders who are still holding shares of erstwhile VACL are requested to surrender their share
certificates of VACL at the Corporate office of the Company at E - 212 Kitchlu Nagar, Ludhiana –
141001 to get the share certificates of AIL.
s) Unclaimed Dividend
Shareholders who have not yet encashed their dividend warrants for the year 2005-6 may approach the
Company for re-validation, issue of duplicate warrants, etc. Dividend which remains unpaid/unclaimed
over a period of 7 years shall be transferred to the Investor Education and Protection Fund as per the
law.
t) Nomination
Shareholders holding shares in physical form and desirous of making nomination in respect of their
shareholding in the company are requested to submit their request to Company in Form 2B.
u) Plant Locations
The Company’s manufacturing facilities are located at the following locations:
Paper and
Yarn Division Terry Towel Division
Chemicals Division
Trident Complex, Trident Complex, Trident Complex, Trident Complex,
Raikot Road, Barnala - Hoshangabad Road, Mansa Road, Dhaula, Mansa Road, Dhaula,
148 101 Budni, Barnala - 148 107 Barnala - 148 107
Punjab Sehore-466 445 Punjab Punjab
Madhya Pradesh
v) Address of Subsidiaries
US subsidiary Europe subsidiary* Indian subsidiary
Abhishek Industries Inc. Abhishek Europe SA Abhishek Global Ventures Ltd.
295 Fifth Avenue Place Pury 3 Trident Complex
Suite 909, New York C/o Cabinet Béguin D’expertise Raikot Road
NY 10016, USA Fiscale CBEF SA Barnala, Punjab
2001 Neuchâtel, Switzerland
* The Company disinvested its entire holding in Abhishek Europe SA and accordingly Abhishek Europe
SA has cease to be a subsidiary of the Company w.e.f. May 18, 2009
w) Address for Correspondence
Abhishek Industries Limited
E- 212, Kitchlu Nagar, Ludhiana 141 001, Punjab, India
Phone Nos. +91-161-5039999, 5038888; Fax No. +91-161-5039900,5038800;
e-mail ID: investor@tridentindia.com; website: www.tridentindia.com
58 Abhishek Industries Limited
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To the Members of
Abhishek Industries Limited
We have examined the compliance of conditions of Corporate governance by Abhishek Industries Limited for the year ended March 31, 2009, as
stipulated in clause 49 of the Listing Agreements of the said Company with stock exchanges.
The Compliance of conditions of Corporate governance is the responsibility of the management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with
the conditions of Corporate governance as stipulated in the above mentioned Listing Agreements.
We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
We have reviewed financial statements and cash flow statement for the year April 1, 2008 to March 31, 2009 and to the best of our knowledge
and belief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statement that might be
misleading;
ii) These statements together present a true & fair view of the Company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations;
iii) No transaction entered into by the Company during the abovesaid period which are fraudulent, illegal or violative of the Company’s Code of
Conduct.
Further, we accept that it is our responsibility to establish and maintain internal controls for financial reporting. Accordingly, we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial statements and have disclosed to the auditors and Audit
Committee, wherever applicable:
a) deficiencies in the design or operation of internal controls, if any, which came to our notice and steps have been taken/proposed to be taken
to rectify these deficiencies;
b) Significant changes in internal control over financial reporting during the year;
c) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;
d) Instances of significant fraud of which we became aware and the involvement therein, if any, of the management or an employee having a
significant role in the Company’s internal control system over financial reporting.
AUDITORS’ REPORT
To the Members of
Abhishek Industries Limited
1. We have audited the attached balance sheet of Abhishek (d) in our opinion, the balance sheet, profit and loss account
Industries Limited as at March 31, 2009 and also the profit and cash flow statement dealt with by this report comply
and loss account and the cash flow statement of the Company with the accounting standards referred to in Section
for the year ended on that date, annexed thereto. These 211(3C) of the Companies Act, 1956;
financial statements are the responsibility of the Company’s (e) on the basis of written representations received from
management. Our responsibility is to express an opinion on directors as on March 31, 2009 and taken on record by the
these financial statements based on our audit. Board of Directors, we report that none of the directors is
2. We conducted our audit in accordance with auditing standards disqualified as on March 31, 2009 from being appointed as
generally accepted in India. Those standards require that we a director in terms of Section 274(1)(g) of the Companies
plan and perform the audit to obtain reasonable assurance Act , 1956; and
about whether the financial statements are free of material (f) as indicated in note 18 in Schedule 18 the possible loss
misstatement. An audit includes examining, on a test basis, on valuation of open put derivative options, in view of the
evidence supporting the amounts and disclosures in the reasons stated therein could not be determined by the
financial statements. An audit also includes assessing the Company. The ultimate outcome of these transactions
accounting principles used and significant estimates made and their effect on these accounts cannot be ascertained
by management, as well as evaluating the overall financial at this stage.
statement presentation. We believe that our audit provides a subject to above, in our opinion and to the best of our
reasonable basis for our opinion. information and according to the explanations given to
3. As required by the Companies (Auditor’s Report) Order, 2003, us, the said accounts give the information required by the
issued by the Central Government of India in terms of Section Companies Act, 1956 in the manner so required and give
227(4A) of the Companies Act, 1956, we enclose in the a true and fair view in conformity with the accounting
annexure a statement on the matters specified in paragraphs principles generally accepted in India:
4 and 5 of the said Order. - in the case of the balance sheet, of the state of
4. Further to our comments in the annexure referred to in affairs of the Company as at March 31, 2009;
paragraph 3 above, we report that: - in the case of the profit and loss account, of the
loss of the Company for the year ended on that
(a) we have obtained all the information and explanations,
date; and
which to the best of our knowledge and belief were
- in the case of the cash flow statement, of the cash
necessary for the purposes of our audit;
flows for the year ended on that date.
(b) in our opinion, proper books of account as required by law
have been kept by the Company so far as appears from our
For Deloitte Haskins & Sells
examination of those books;
Chartered Accountants
(c) the balance sheet, profit and loss account and cash flow Manjula Banerji
statement dealt with by this report are in agreement with Place: New Delhi Partner
the books of account; Date: May 15, 2009 Membership No. 086423
61
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
ANNEXURE referred to in paragraph ‘3’ of the auditors’ report to the members of Abhishek
Industries Limited on the accounts for the year ended March 31, 2009.
i) a) The Company is maintaining proper records showing full to us, the inventories have been physically verified by
particulars including quantitative details and situation of the management during the year. However, in respect
its fixed assets. of certain items, the inventories were verified by the
b) According to the information and explanations given to management on a visual estimation which has been relied
us, a portion of fixed assets has been physically verified upon by us. In our opinion, the frequency of verification is
by the management during the year in accordance with reasonable.
a phased programme of verification of all assets within a b) In our opinion and according to the information and
period of 3 years, adopted by the Company. In our opinion, explanations given to us, the procedures of physical
the frequency of verification is reasonable having regard to verification of inventories followed by the management
the size of the Company and the nature of its fixed assets. are reasonable and adequate in relation to the size of the
The discrepancies noticed on such verification were not Company and the nature of its business.
material and have been properly dealt with in the books of c) On the basis of our examination of the records of inventories,
account. we are of the opinion that the Company is maintaining
c) In our opinion and according to information and proper records of inventories. The discrepancies noticed
explanations given to us, a substantial part of the fixed on physical verification of inventories as compared to book
assets has not been disposed off by the Company during records were not material and have been properly dealt
the year. with in the books of account.
ii) a) According to the information and explanations given
iii) a) The Company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 301
of the Companies Act, 1956, the details of which are as under:
No of Amount involved
Parties (Rs millions)
Balance at the beginning of the year. 1 111.3
Loans granted during the year including funded interest. 1 34.4
Balance at the end of the year 1 145.7
b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the
Company.
c) According to the information and explanations given to us, the loans, as referred to in paragraph (iii) (a), is repayable on demand along
with interest and the same has not been recalled. Accordingly, paragraph 4(iii) (d) of the Order is not applicable.
d) According to the information and explanations given to us, the Company has, during the year, not taken any loans, secured or unsecured,
from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly,
paragraphs 4 (iii) (e), (f) and (g) of the Order are not applicable.
iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and
services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come
across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.
62 Abhishek Industries Limited
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v) a) According to the information and explanations given to vii) In our opinion and according to the information and explanations
us, the particulars of contracts or arrangements referred given to us, the Company has an internal audit system
to in Section 301 of the Companies Act, 1956 have been commensurate with its size and the nature of its business.
entered in the register required to be maintained under viii) We have broadly reviewed the books of account maintained
that section. by the Company in respect of products where, pursuant to the
b) In our opinion and according to the information and Rules made by the Central Government, the maintenance of
explanations given to us, the transactions made in cost records has been prescribed under Section 209(1) (d) of
pursuance of contracts or arrangements entered in the the Companies Act, 1956 and are of the opinion that, prima
register maintained under Section 301 of the Companies facie, the prescribed accounts and records have been made and
Act, 1956 and exceeding the value of Rs five lacs in maintained. We have however not made a detailed examination
respect of any party during the year have been made at of the records with a view to determining whether they are
prices which are reasonable having regard to prevailing accurate or complete.
market prices at the relevant time except in the case of ix) a) According to the information and explanations given
items stated to be of specialized nature for which, as to us and the records of the Company examined by us,
informed, there are no alternate sources of supply to the Company has been regular in depositing undisputed
enable a comparison of the prices paid/ charged. statutory dues including provident fund, investor education
vi) According to the information and explanations given to us, the and protection fund, employees’ state insurance, income-
Company has not accepted deposits from the public within the tax, sales tax, wealth tax, service tax, customs duty, excise
meaning of Section 58A, Section 58AA or any other relevant duty, cess and other material statutory dues applicable to
provisions of the Companies Act, 1956 and the Companies it. We are informed that there are no undisputed statutory
(Acceptance of Deposits) Rules, 1975. Accordingly, paragraph dues as at the year end outstanding for a period of more
4(vi) of the Order is not applicable. than six months from the date they became payable other
than Work Contract Tax amounting to Rs 167,676.
b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues
of customs duty, wealth tax and cess matters. The details of disputed sales tax, excise duty, service tax and income-tax dues which
have not been deposited by the Company with the authorities as at March 31, 2009 are as follows:
(Rs million)
S.No Statute Nature Forum where pending Amount Amount paid Year to which the
involved under protest amount relates
1 Sales Tax Act Sales Tax Deputy Commissioner Excise and Taxation 0.2 0.1 2003-04
2 Central Excise Excise Duty Customs, Excise and Service Tax Appellate 3.7 - 2002-03
Law Tribunal
3 Service Tax Act Service Tax Customs, Excise and Service Tax Appellate 0.7 - 2004-05 and
Tribunal 2005-06
4 Income Tax Act Income Tax Income Tax Appellate Tribunal 8.9 4.7 2002-03 and
2003-04
5 Income Tax Act Income Tax Commissioner of Income Tax (Appeals) 121.0 91.0 2004-05
6 Income Tax Act Penalty Commissioner of Income Tax (Appeals) 0.2 0.1 1995-96
The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
(Rs million)
Statute Nature Amount Period to which amount relates Forum where Department has preferred appeals
of dues
Central Excise Excise Duty 48.4 2004-05, 2005-06 and Customs, Excise and Service Tax Appellate Tribunal
Law 2006-07
Service Tax Act Service Tax 1.3 2004-05 and Customs, Excise and Service Tax Appellate Tribunal
2005-06
Income Tax Act Interest 1.7 1989-90 and High Court
1990-91
63
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
x) The Company does not have accumulated losses as at March xviii) During the previous year the Company issued 28,000,000
31, 2009. Further, the Company has not incurred cash losses warrants carrying an option to holder of such warrants to
during the financial year ended March 31, 2009 and in the subscribe one equity share of Rs 10 each at a premium of Rs
immediately preceding year ended March 31, 2008. 11.30 per share on preferential basis in accordance with SEBI
xi) According to the records of the Company examined by us and (Disclosure and Inventor Protection) Guidelines, 2000. During
the information and explanations given to us, the Company, the year, these warrants were transferred to a Promoter Group
during the year, has not defaulted in repayment of dues to Company, pursuant to the merger of the original allottee
financial institutions and banks. The Company has not issued with the Promoter Group Company covered in the register
any debentures during the year. maintained under Section 301 of the Companies Act, 1956.
Pursuant to the terms of these warrants the Company has
xii) The Company has not granted any loans and advances on the
issued 17,700,000 equity shares on a preferential basis to the
basis of security by way of pledge of shares, debentures and
party covered under Section 301 of the Companies Act, 1956.
other securities.
In our opinion and as per the information and explanations
xiii) The provisions of special statute as specified under paragraph given to us the price at which the equity shares have been
4(xiii) of the Order are not applicable to the Company. issued are not prejudicial to the interest of the Company.
xiv) According to the information and explanations given to us, xix) The Company has not issued any debentures during the year.
the Company is not dealing or trading in shares, securities,
xx) The Company has not raised money by way of public issue
debentures and other investments.
during the year.
xv) In our opinion and according to the information and explanations
xxi) Based upon the audit procedures performed and the
given to us, the terms and conditions on which the Company
information and explanations given by the management, we
has given guarantees for loans taken by others from banks or
report that no fraud on or by the Company has been noticed or
financial institutions are not prejudicial to the interest of the
reported during the year ended March 31, 2009.
Company.
xvi) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been
applied for the purpose for which they were obtained.
xvii) According to the information and explanations given to us
For Deloitte Haskins & Sells
and on an overall examination of the balance sheet of the
Chartered Accountants
Company, we report that during the year short term funds
have been utilized towards losses of Rs 530.4 million incurred Manjula Banerji
during the year, including provision for foreign exchange losses Place: New Delhi Partner
(marked to market on forward contract) of Rs 419.0 million. Date: May 15, 2009 Membership No. 086423
64 Abhishek Industries Limited
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PROFIT & LOSS ACCOUNT for the year ended March 31, 2009
(Rs million)
Schedule For the year ended For the year ended
Particulars
No. March 31, 2009 March 31, 2008
INCOME
Gross turnover 15,456.1 12,062.2
Less: Excise duty 249.3 195.5
Less: Inter divisional transfers 1,226.2 1,380.0
Turnover 13,980.6 10,486.7
Other income 11 79.4 160.0
Total 14,060.0 10,646.7
EXPENDITURE
Raw materials consumed 7,105.6 5,314.3
Manufacturing expenses, etc. 12 1,834.2 1,578.0
Personnel expenses 13 1,285.4 1,230.3
Administrative and other expenses 14 438.1 316.3
Selling expenses 15 716.7 675.2
(Increase)/decrease in work in process and finished goods 16 81.9 (7.3)
Increase/(decrease) in excise duty on finished goods (7.2) (0.1)
Total 11,454.7 9,106.7
Profit before financial expenses, depreciation & tax 2,605.3 1,540.0
Financial expenses 17 833.2 473.2
Depreciation 1,159.3 863.8
Profit for the year before extraordinary/exceptional
612.8 203.0
item and tax
Foreign exchange gain/(loss) (1,440.7) 278.1
(Loss)/Profit for the year after extraordinary/ (827.9) 481.1
exceptional item before tax
Less: Provision for taxation
- Current tax - 52.3
- Deferred tax liability/(asset) (315.6) (23.6)
- Fringe benefit tax 11.5 (304.1) 12.0 40.7
MAT credit entitlement - (12.6)
Provision for income tax for earlier years 6.6 53.5
(Loss)/Profit after tax (530.4) 399.5
Balance brought forward from previous year 2,146.7 1,756.8
Adjustment on account of employees' benefit - (9.6)
[Net of deferred tax of Rs Nil (Previous year Rs 4.9 million)]
(Refer Note 8)
Balance carried to balance sheet 1,616.3 2,146.7
Earning per share
(equity shares, nominal value Rs 10 each) (Note 10)
- Basic (2.64) 2.06
- Diluted (2.64) 2.02
Notes to the accounts 18
As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
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CASH FLOW STATEMENT for the year ended March 31, 2009
(Rs million)
Particulars Current year Previous year
A CASH FLOW FROM / (USED) IN OPERATING ACTIVITIES
Net Profit before tax (827.9) 481.1
Adjustments for:
Depreciation 1,159.3 863.8
Financial expenses 833.2 473.2
Interest received on fixed deposits and from customers (35.9) (38.0)
Doubtful debts/ advances written off 0.1 1.4
Provision for doubtful debts/ advances 17.3 -
Provision for diminution in value of investments 81.7 32.8
Provisions no longer required written back (5.8) (10.8)
Profit on sale of current investments (non trade) (8.9) (59.6)
Loss on sale of current investments (non trade) 31.1 2.3
Dividend from, non-trade, unquoted, current investments (3.2) (6.9)
Loss on sale of fixed assets 2.4 8.3
Profit on sale of fixed assets (3.6) 2,067.7 (51.6) 1,214.9
Operating profit before working capital changes 1,239.8 1,696.0
Adjustments for:
(Increase)/decrease in trade and other receivables (520.5) (494.1)
(Increase)/decrease in inventories 142.1 89.9
Increase/(decrease) in trade payables and other liabilities 975.0 596.6 147.8 (256.4)
Cash generated from operations 1,836.4 1,439.6
Income tax paid (22.8) (85.3)
Net cash from / used in Operating activities 1,813.6 1,354.3
B CASH FLOW FROM / (USED) IN INVESTING ACTIVITIES
Purchase of fixed assets (3,904.9) (4,289.4)
Sale of fixed assets 7.2 544.7
Purchase of investments (2,035.1) (2,841.1)
Share application money to a wholly own subsidiary (5.0) (60.0)
Share application money paid to others (31.0) -
Sale of investments 1,504.8 2,572.5
Subsidy received from government 5.0 8.0
Interest received 28.8 33.9
Net cash from / used in Investing activities (4,430.2) (4,031.4)
C CASH FLOW FROM/(USED) IN FINANCING ACTIVITIES
Proceeds from issue of equity shares on conversion of warrants 536.4 -
Proceeds from issue of equity warrants - 60.0
Proceeds from long term borrowings 2,799.9 3,829.3
Repayment of long term borrowings (1,543.8) (1,171.3)
Changes in working capital loans/short term borrowings 1,457.0 298.8
Dividend paid - (0.2)
Interest paid (829.4) (474.1)
Net cash from/used in financing activities 2,420.1 2,542.5
Net increase/(decrease) in cash and cash equivalents (196.5) (134.6)
Cash and cash equivalents as at April 1, 2008 397.6 532.2
Cash and cash equivalents as at March 31, 2009 201.1 397.6
Notes to the accounts Schedule 18
As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
67
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 5 - UNSECURED LOANS
Short term deposits from customers 32.1 27.8
32.1 27.8
SCHEDULE 6 - FIXED ASSETS
(Rs million)
Gross Block Depreciation Net Block
As at Additions Sales/ As at As at Sales/ Upto As at As at
For the
Particulars March 31, during the Adjust- March 31, March 31, Adjust- March 31, March 31, March 31,
year
2008 year ment 2009 2008 ment 2009 2009 2008
Tangible Assets
Land
- Freehold 438.3 94.6 - 532.9 - - - - 532.9 438.3
- Leasehold 29.3 7.7 - 37.0 3.5 0.5 - 4.0 33.0 25.8
*
Buildings 1,971.5 589.4 - 2,560.9 281.3 64.8 - 346.1 2,214.8 1,690.2
#
Plant and machinery 10,362.1 7,037.1 45.5 17,353.7 4,694.8 1,043.9 43.1 5,695.6 11,658.1 5,667.3
Furniture and fixtures 173.8 49.6 0.2 223.2 79.6 12.1 - 91.7 131.5 94.2
Vehicles 82.9 11.7 5.4 89.2 28.4 7.7 2.0 34.1 55.1 54.5
Computers 111.9 13.0 0.2 124.7 42.7 16.0 0.2 58.5 66.2 69.2
Intangible Assets
Software 103.4 7.1 - 110.5 70.9 14.3 - 85.2 25.3 32.5
Current year 13,273.2 7,810.2 51.3 21,032.1 5,201.2 1,159.3 45.3 6,315.2 14,716.9
Previous year 12,101.0 1,711.4 539.2 13,273.2 4,375.2 863.8 37.8 5,201.2 8,072.0
Notes:
1. Additions to plant and machinery on account of exchange fluctuation in long term monetory items includes Rs 228.1 million (Previous year
Rs Nil), as a part of project and preoperative expense and Rs 78.1 million (Net of exchange gain of Rs 2.5 million for the year 2007-08)
capitalised pursuant of notification issued by National Advisory Committee on Accounting Standard dated 31.03.2009 (Refer Note 21).
* Building includes Rs 16.0 million being expenses incurred by the Company towards construction of canal for sourcing of water,
ownership of which belongs to Government of Punjab (Department of Irrigation), amortised over a period of five years.
#
Plant and machinery includes Rs 15.5 million being expenses incurred by the Company towards laying of feeder line, ownership of
which belongs to Punjab State Electricity Board, amortised over a period of five years.
69
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
50,000 (Previous year 50,000) equity shares of Rs 10 each fully paid up of Abhishek 0.5 0.5
Global Ventures Limited
50,000 (Previous year 50,000) common stocks of USD 1 each fully paid up of - -
Abhishek Industries Inc. (A wholly owned subsidiary, incorporated in USA)
4.1 4.1
Long Term Others
Trade
50,00,000 (Previous year 50,00,000) 7% Non cumulative redeemable preference 50.0 50.0
shares of Rs 10 each fully paid up of Praneel Innovations Limited (Investment
in a company under same management as per Section 370 (1B) of the
Companies Act, 1956)
50,00,000 (Previous year 50,00,000) 7% non cumulative redeemable preference shares 50.0 50.0
of Rs 10 each fully paid up of IOL Chemicals & Pharmaceuticals Limited.
1,60,000 (Previous year 1,60,000) equity shares of Rs 10 each fully paid up of Nimbua 1.6 1.6
Greenfield (Punjab) Limited
50,000 (Previous year 50,000) equity shares of Rs 10 each fully paid up of Trident 0.5 0.5
Agritech Limited (formerly known as Madhuraj Agrotech Limited - Investment
in a company under same management as per Section 370 (1B) of the
Companies Act, 1956)
1,00,00,000 (Previous year 1,00,00,000) equity shares of Rs 10 each fully paid up of 100.0 100.0
Lotus Integrated Texpark Limited
202.1 202.1
Non Trade
32,000 (Previous year 32,000) units of face value of Rs 1,000 each, Rs 350 per 11.2 9.6
unit, paid up of Kotak India Venture Fund (Private Equity fund)
1,000 (Previous year 1,000) units of face value of Rs 1,00,000 each, Rs 3,000 per 3.0 3.0
unit, paid up of Kotak India Growth Fund (Private Equity fund)
50 (Previous year 50) non convertible redeemable debentures of Citi Corp 50.0 50.0
Finance, Series 195 of face value of Rs 10,00,000 each
64.2 62.6
Less: Dimunition in value of investment 28.8 -
35.4 62.6
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(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 15 - SELLING EXPENSES
Commission 157.6 130.8
Freight, clearing and octroi charges 450.8 419.4
Rebates and discount 13.5 38.3
Advertisement 5.0 11.4
Business promotion 30.3 33.4
Others 59.5 41.9
716.7 675.2
SCHEDULE 16 - (INCREASE)/DECREASE IN
WORK IN PROCESS AND FINISHED GOODS
Opening Stock
Work-in-process 304.2 369.6
Finished goods 510.5 814.7 437.8 807.4
Add: Stock on commissioning of new paper plant on 01.12.2008
Work-in-process 60.6 -
Finished goods 39.1 99.7 - -
Less : Closing Stock #
Work-in-process 339.3 304.2
Finished goods 493.2 832.5 510.5 814.7
(Increase) / decrease 81.9 (7.3)
# Excludes production of work in process of Rs 17.9 million (Previous
year Rs. Nil) and finished goods of Rs 14.1 million (Previous year Rs. Nil)
under trial run for which expense are included in project and pre-operative
expense.
SCHEDULE 17 - FINANCIAL EXPENSES
Interest
- On loans for fixed period 479.8 272.2
- Others 305.4 175.7
Bank and other charges 48.0 25.3
833.2 473.2
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
3. There are no disputed dues of customs duty, wealth tax, service tax and cess matters which have not been deposited by the
Company. The details of disputed sales tax, income-tax and excise duty dues as at March 31, 2009 are as follows:
(Rs million)
Statute Nature of dues Forum where pending Amount Amount paid Year to which
involved under protest the amount
relates
Sales Tax Act Sales Tax Deputy Commissioner Excise and Taxation 0.2 0.1 2003-04
Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal 3.7 - 2002-03
Service Tax Act Service Tax Customs, Excise and Service Tax Appellate Tribunal 0.7 - 2004-05 and
2005-06
Income Tax Act. Penalty Commissioner of Income Tax (Appeals) 0.2 0.1 1995-96
Income Tax Act. Income Tax Income Tax Appellate Tribunal 8.9 4.7 2002-03 and
2003-04
Income Tax Act. Income Tax Commissioner of Income Tax (Appeals) 121.0 91.0 2004-05
The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
Statute Nature of Amount Period to which Forum where Department
dues (Rs million) amount relates has preferred appeals
Central Excise Law Excise Duty 48.4 2004-05, 2005-06 and 2006-07 Customs, Excise and Service Tax Appellate Tribunal
Service Tax Act Service Tax 1.3 2004-05 and 2005-06 Customs, Excise and Service Tax Appellate Tribunal
Income Tax Act Interest 1.7 1989-90 and 1990-91 High Court
4. Auditors’ remuneration:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
As auditors (audit fee) 2.9 2.3
In other capacities
- Others 1.7 1.7
Reimbursement of expenses 0.2 0.1
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Earned Leaves
Long term leaves includes earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial
valuation.
(Rs million)
As at As at
March 31, 2009 March 31, 2008
Gratuity Scheme Earned leave Gratuity Earned leave
and sick leave Scheme and sick leave
A Expenses recognized in the statement of Profit and
Loss Account for the year ended March 31, 2009
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Expected return on plan assets (4.9) - (3.4) -
Actuarial (gains)/ losses (2.9) (4.0) 18.5 5.1
Total expenses 16.3 6.1 35.3 13.6
B Net liabilities recognized in the balance sheet as at
March 31, 2009
Present value of defined benefit obligation as at March 78.0 31.8 62.3 29.3
31, 2009
Fair value of plan assets with LIC* (65.1) - (47.7) -
Funds with Employee Trust * (10.9) - - -
Net liability as at March 31, 2009 (unfunded) 2.0 31.8 14.6 29.3
C Change in the obligation during the year ended
March 31, 2009
Present value of defined benefit obligation at the 62.3 29.3 31.7 18.7
beginning of the year
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Actuarial (gains)/losses (2.9) (4.0) 18.5 5.1
Benefits payments (5.5) (3.6) (8.1) (3.0)
Present value of defined benefit obligation at the 78.0 31.8 62.3 29.3
end of the year
D Change in assets during the year ended March 31, 2009
Plan Assets at the beginning of the year 47.7 - 27.6 -
Expected return on plan assets 4.9 - 3.4 -
Contribution by the Company 18.0 - 24.8 -
Actual benefits paid (5.5) - (8.1) -
Plan Assets at the end of the year 65.1 - 47.7 -
E Main actuarial assumptions
Discount rate 7.5% 7.5% 7.5% 7.5%
Rate of increase in compensation levels 7% 7% 7% 7%
Rate of return on plan assets 9.25% - 9.25% -
Mortality rate LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96)
Ultimate Ultimate Ultimate Ultimate
* The plan assets are maintained with Life Insurance Corporation of India/ Trust. The details of the investment maintained by Life
Insurance Corporation of India/ Trust are not available with the Company and have not been disclosed.
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17. The foreign currency exposure of the Company as on March 31, 2009 is as under:
a) Category wise quantitative data
Nos. Amounts
Current year Previous year
Put and call Option contracts 9 From USD 5.0 million to 6.4 million per From USD 5.0 million to 6.4 million per
month (Total from USD 205.0 million month (Total from USD 265.0 million
to USD 262.3 million) to USD 339.1 million),
From Euro 0.3 million to Euro 0.5
million per week (Total from Euro 19.3
million to 38.5 million)
Forward contracts against exports 152 USD 106.9 million, USD 134.0 million,
Euro 0.1 million Euro 13.1 million
GBP 0.2 million
85
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
Sources of Funds
Application of Funds
Accumulated Losses N I L
Product Description C O T T O N Y A R N
T E R R Y T O W E L S
Product Description W R I T I N G A N D P R I N T I N G P A P E R
Product Description S U L P H U R I C A C I D
AUDITORS’ REPORT
REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OF ABHISHEK INDUSTRIES LIMITED ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF ABHISHEK INDUSTRIES LIMITED AND ITS SUBSIDIARIES.
1. We have audited the attached consolidated balance sheet of Accounting Standard 21 - “Consolidated Financial Statements”
Abhishek Industries Limited and its subsidiaries (collectively and Accounting Standards 23 - “Accounting for Investments in
referred to as “the Group”) as at March 31, 2009 and also the Associates in Consolidated Financial Statements” as notified by
consolidated profit and loss account and the consolidated the Companies (Accounting Standards) Rules, 2006 and on the
cash flow statement for the year ended on that date annexed basis of the separate audited financial statements of Abhishek
thereto. These consolidated financial statements are the Industries Limited, its subsidiaries and associate included in the
responsibility of the management of Abhishek Industries consolidated financial statements.
Limited. Our responsibility is to express an opinion on these 5. As indicated in note 14 of Schedule 19 the possible loss on
consolidated financial statements based on our audit. valuation of open put derivative options, in view of the reasons
2. We conducted our audit in accordance with generally accepted stated therein could not be determined by the Company. The
auditing standards in India. Those standards require that we ultimate outcome of these transactions and their effect on
plan and perform the audit to obtain reasonable assurance these accounts cannot be ascertained at this stage.
about whether the financial statements are free of material subject to Paragraph 5 above, on the basis of the information
misstatements. An audit includes, examining, on a test basis, and explanations given to us and on the consideration of
evidence supporting the amounts and disclosures in the the separate audit reports on individual audited financial
financial statements. An audit also includes assessing the statements of Abhishek Industries Limited, its subsidiaries and
accounting principles used and significant estimates made associate, in our opinion, the consolidated financial statements
by management, as well as evaluating the overall financial give a true and fair view in conformity with the accounting
statements presentation. We believe that our audit provides a principles generally accepted in India:
reasonable basis for our opinion. (a) in the case of the consolidated balance sheet, of the
3. We did not audit the financial statements of certain subsidiaries, consolidated state of affairs of the Group as at March 31,
whose financial statements reflect the Group’s share of total 2009;
assets of Rs 282.63 millions as at March 31, 2009, Group’s (b) in the case of the consolidated profit and loss account, of
share of total revenue of Rs 2.63 millions and net cash outflows the consolidated results of operations of the Group for the
amounting to Rs 1.40 millions for the year ended on that date year ended March 31, 2009; and
and an associate whose financial statements reflect the Group’s (c) in the case of the consolidated cash flow statement, of
share of loss upto March 31, 2009 of Rs 0.20 million and the the consolidated cash flows of the Group for the year
group’s share of loss of Rs 0.04 million for the year ended on ended March 31, 2009.
that date as considered in the Consolidated Accounts. These
financial statements and other financial information have been
audited by other auditors whose reports have been furnished For Deloitte Haskins & Sells
to us, and our opinion is based solely on the report of other Chartered Accountants
Manjula Banerji
auditors
Place: New Delhi Partner
4. We report that the consolidated financial statements have been
Date: May 15, 2009 Membership No. 086423
prepared by the Company in accordance with the requirements of
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CONSOLIDATED PROFIT & LOSS ACCOUNT for the year ended March 31, 2009
(Rs million)
Schedule For the year ended For the year ended
Particulars
No. March 31, 2009 March 31, 2008
INCOME
Gross turnover 15,456.1 12,062.2
Less: Excise duty 249.3 195.5
Less: Inter divisional transfers 1,226.2 1,380.0
Turnover 13,980.6 10,486.7
Other income 12 82.1 149.8
Total 14,062.7 10,636.5
EXPENDITURE
Raw materials consumed 7,105.6 5,314.3
Manufacturing expenses, etc. 13 1,837.5 1,578.0
Personnel expenses 14 1,286.0 1,230.3
Administrative and other expenses 15 439.6 317.4
Selling expenses 16 716.7 675.2
(Increase)/decrease in work in process and finished goods 17 81.9 (7.3)
Increase/(decrease) in excise duty on finished goods (7.2) (0.1)
Total 11,460.1 9,107.8
Profit before financial expenses, depreciation and tax 2,602.6 1,528.7
Financial expenses 18 833.2 473.2
Depreciation 1,159.4 863.9
Profit for the year before extraordinary/ exceptional 610.0 191.6
item and tax
Foreign exchange gain/(loss) (1,440.7) 278.1
(Loss)/Profit for the year after extraordinary/ (830.7) 469.7
exceptional item and before tax
Less: Provision for taxation
- Current tax - 52.3
- Deferred tax liability/(asset) (315.6) (23.6)
- Fringe benefit tax 11.5 (304.1) 12.0 40.7
MAT credit entitlement - (12.6)
Provision for income tax for earlier years 6.6 53.5
(Loss)/Profit after tax (533.2) 388.1
Balance brought forward from previous year 2,133.9 1,755.4
Adjustment on account of employees' benefit - (9.6)
(Net of deferred tax of Rs Nil; Previous year Rs. 4.9 million)
(Refer Note 5)
Balance carried to balance sheet 1,600.7 2,133.9
Earning per share
(equity shares, nominal value Rs 10 each) (Note 8)
-Basic (2.65) 2.00
-Diluted (2.65) 1.97
Notes to the accounts 19
As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
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CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2009
(Rs million)
Particulars Current year Previous year
A CASH FLOW FROM / (USED) IN OPERATING ACTIVITIES
Net Profit before tax (830.7) 469.7
Adjustments for:
Depreciation 1,159.4 863.9
Financial expenses 833.2 473.2
Interest received on fixed deposits and from customers (35.9) (38.0)
Doubtful debts/ advances written off 0.1 1.4
Provision for doubtful debts/ advances 17.3 -
Provision for diminution in value of investments 81.7 32.8
Provisions no longer required written back (7.6) (10.8)
Profit on sale of current investments (non trade) (8.9) (59.6)
Loss on sale of current investments (non trade) 31.1 2.3
Dividend from, non-trade, unquoted, current investments (3.2) (6.9)
Loss on sale of fixed assets 2.4 8.3
Profit on sale of fixed assets (3.6) 2,066.0 (41.1) 1,225.5
Operating profit before working capital changes 1,235.3 1,695.2
Adjustments for:
(Increase)/decrease in trade and other receivables (453.0) (542.8)
(Increase)/decrease in inventories 142.0 89.9
Increase/(decrease) in trade payables and other liabilities 1,156.2 845.2 154.9 (298.0)
Cash generated from operations 2,080.5 1,397.2
Income tax paid (27.8) (85.4)
Net cash from / (used) in Operating activities 2,052.7 1,311.8
B CASH FLOW FROM / (USED) IN INVESTING ACTIVITIES
Purchase of fixed assets (3,905.9) (4,547.0)
Sale of fixed assets 7.2 534.3
Purchase of investments (2,035.1) (2,835.8)
Sale of investments 1,504.8 2,572.4
Share application money paid to others (31.5) -
Subsidy received from government 5.0 8.0
Interest received 30.9 33.9
Net cash from / (used) in Investing activities (4,424.6) (4,234.2)
C CASH FLOW FROM / (USED) IN FINANCING ACTIVITIES
Proceeds from issue of equity shares on conversion of warrants 536.4 -
Proceeds from issue of equity warrants - 60.0
Share application money - 0.1
Proceeds from long term borrowings 2,799.9 4,075.5
Repayment of long term borrowings (1,789.9) (1,171.3)
Changes in working capital loans/short term borrowings 1,457.0 298.8
Dividend paid - (0.1)
Interest paid (829.4) (474.1)
Net cash from / (used) in financing activities 2,174.0 2,788.9
Net increase/(decrease) in cash and cash equivalents (197.9) (133.5)
Cash and cash equivalents as at April 1, 2008 401.9 535.4
Cash and cash equivalents as at March 31, 2009 204.0 401.9
Notes to the accounts Schedule 19
As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
C Revenue recognition
The revenue in respect of sales is recognized as and when the risk and reward in the goods is transferred to the buyer.
The revenue in respect of DEPB benefit is recognized on post export basis at the rate at which the entitlement accrues and is included
in the turnover.
Insurance claims are recognized when there exists no significant uncertainty with regard to the amounts to be realized and the ultimate
collection thereof.
D Borrowing costs
Borrowing costs that are attributable to acquisition or construction of a qualifying asset are capitalized as part of cost of such assets
Qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are
recognized as expenses in the period in which they are incurred.
E Government grants / subsidy
Government grant / subsidy related to revenue is deducted from the related expenses.
F Accounting for taxes on income
Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the
Income-tax Act, 1961.
Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income
and accounting income that originates in one period and are capable of reversal in one or more subsequent periods. In respect of carry
forward of losses and unabsorbed depreciation, deferred tax assets are recognized based on virtual certainty that sufficient future taxable
income will be available against which such deferred tax asset can be realized.
G Employee benefits
The Company has various schemes of retirement benefits such as provident fund, gratuity and leave encashment, which is dealt with as
under:
(a) Contributions to provident fund are made in accordance with the provisions of Employee’s Provident Fund and Miscellaneous Provisions
Act, 1952 and are charged to revenue every year.
(b) The gratuity liability in respect of employees of the Company is covered through a policy taken by a trust from Life Insurance Corporation
of India. The Contributions towards the premium of the policy paid to the trust are charged to revenue every year. (Refer Note 5 also).
(c) Provision for leave encashment (including long term compensated absences) is made based on actuarial valuation.
Liability attributing to the long-term period of service, comprising mainly of bonus etc., is recognized on a straight-line basis to the period of
service to which it relates.
Liability on account of short term employee benefits, comprising mainly compensated absences and performance incentives, is
recognized on an undiscounted accrual basis during the period when the employee renders services/ vesting period of the benefit.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
3. Auditors’ remuneration:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
As auditors (audit fee) # 3.1 2.5
In other capacities
- Others 1.7 1.7
Reimbursement of expenses 0.2 0.1
# includes remuneration of the auditors of the Company and its subsidiaries.
4. Managerial remuneration paid/payable to Managing Director and Whole Time Director
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Salary 9.9 9.6
Contribution to provident and other funds 1.7 1.6
Allowances 13.2 12.7
Insurance premium 0.1 0.1
Commission - 4.6
Total 24.9 28.6
The remuneration of Mr. Rajinder Gupta, Managing Director had been approved by the Shareholders in its EGM held on March 18, 2006 . An
amount of Rs 24.0 million has been provided in the books of account in respect of the salary to the Managing Director, out of which Rs 4.8
million has been paid and Rs19.2 million has been withheld due to inadequacy of profits as computed under Section 349 of the Companies
Act, 1956, for which Management is confident of obtaining Central Government approval.
Provisions for incremental gratuity liability and leave encashment have not been considered, since the provision is based on actuarial basis for
the Company as a whole.
5. Employee Benefits
(a) Defined contribution plans
The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes,
the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined
contribution schemes. The Company recognized Rs 98.2 million (Previous year Rs 77.0 million) during the year as expense towards
contribution to these plans. Out of Rs 98.2 million, Rs 9.2 million is included under Fixed assets/ Capital work in progress.
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Company’s contribution to provident fund 71.1 55.7
Company’s contribution to employees’ state insurance scheme 20.2 16.0
Administrative charges on above 6.9 5.3
Earned Leaves
Long term leaves includes earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial
valuation.
As at As at
March 31, 2009 March 31, 2008
Gratuity Earned leave Gratuity Earned leave
Scheme and sick leave Scheme and sick leave
A Expenses recognized in the statement of Profit and
Loss Account for the year ended March 31, 2009
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Expected return on plan assets (4.9) - (3.4) -
Actuarial (gains)/ losses (2.9) (4.0) 18.5 5.1
Total expenses 16.3 6.1 35.3 13.6
B Net liabilities recognized in the balance sheet as at
March 31, 2009
Present value of defined benefit obligation as at March 78.0 31.8 62.3 29.3
31, 2009
Fair value of plan assets with LIC* (65.1) - (47.7) -
Funds with Employee Trust* (10.9) - - -
Net liability as at March 31, 2009 (unfunded) 2.0 31.8 14.6 29.3
C Change in the obligation during the year ended
March 31, 2009
Present value of defined benefit obligation at the 62.3 29.3 31.7 18.7
beginning of the year
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Actuarial (gains)/losses (2.9) (4.0) 18.5 5.1
Benefits payments (5.5) (3.6) (8.1) (3.0)
Present value of defined benefit obligation at the 78.0 31.8 62.3 29.3
end of the year
D Change in assets during the year ended March 31, 2009
Plan Assets at the beginning of the year 47.7 - 27.6 -
Expected return on plan assets 4.9 - 3.4 -
Contribution by the Company 18.0 - 24.8 -
Actual benefits paid (5.5) - (8.1) -
Plan Assets at the end of the year 65.1 - 47.7 -
E Main actuarial assumptions
Discount rate 7.5% 7.5% 7.5% 7.5%
Rate of increase in compensation levels 7% 7% 7% 7%
Rate of return on plan assets 9.25% - 9.25% -
Mortality rate LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96)
Ultimate Ultimate Ultimate Ultimate
* The plan assets are maintained with Life Insurance Corporation of India/Trust. The details of the investment maintained by Life
Insurance Corporation of India/Trust are not available with the Company and have not been disclosed.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements
6. Deferred taxation:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Deferred tax liability (DTL) on account of accelerated depreciation 1,093.9 715.5
Less : Deferred tax asset (DTA) arising on
- expenses deductible on payment. (279.7) (70.9)
- unabsorbed depreciation (to the extent DTL) (485.2) -
Net deferred tax liability 329.0 644.6#
The Company follows Accounting Standard (AS-22) “ Accounting for taxes on Income”, and in consideration of prudence and also considering
the favorable trend in the textile and paper business of the Company and potential orders for exports, the management is confident that
even after losses in the current year, the Company would be in a position to make adequate taxable profits in the foreseeable future.
Accordingly based on future projections, the management is of the view that sufficient future taxable income would be available to set off
unabsorbed depreciation and accordingly deferred tax assets of Rs 485.2 million would be realized.
# Net of deferred tax asset of Rs 4.9 million on adjustment on account of employee benefit, pursuant to adoption of Accounting Standard
(AS) 15 “Employee Benefits”.
7. Sundry Creditors includes Rs 5.6 million (Previous year Rs 0.1 million) being principal amount due to suppliers covered under “The Micro,
Small and Medium Enterprises Development Act, 2006” (MSMED Act) to the extent such parties have been identified from the available
information.
8. The earnings per share (EPS) disclosed in the profit and loss account have been calculated as under:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Profit/Loss attributable to equity shareholders (Rs million) (A) (533.2) 388.1
Weighted average number of equity shares (Nos) (B) 20,09,45,360 19,41,94,675
Potential dilutive equity shares on Employee Stock Options outstanding (Nos) (C) - 14,17,927
Potential dilutive equity shares on Share Warrants(Nos) (D) - 17,50,000
Weighted average number of equity shares in computing diluted earning per share 20,09,45,360 19,73,62,602
(E) = (B+C+D)
Basic Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(B) (2.65) 2.00
Diluted Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(E) (2.65) 1.97
9. Borrowing cost capitalized (including capital work in progress) during the year amounts to Rs 436.7 million (Previous year Rs 342.4
million).
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14. The Company hedges its foreign currency fluctuation exposure by way of foreign currency derivative options. The Company has taken
various USD/INR options from various banks and as at March 31, 2009, there are 9 open put options having a maturity period up to January
2013. These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which
is usually bank specific instead of being marked to market. Based on marked to a model concept the loss on valuation amounts to Rs 2,707.8
million. However, in the view of the management due to significant uncertainty associated with the above derivative options whose ultimate
outcome depends on future events, the loss on such open derivative options cannot be determined at this stage.
15. During the Financial year 2008-09, the Company has allotted for cash 2,80,00,000 equity shares of Rs 10.00 each at a premium of Rs 11.30
per share on conversion of equivalent number of warrants issued on preferential basis. The proceeds received from this issue have been
utilized towards meeting part of capital expenditure for Integrated Paper and Pulp project of the Company.
16. The Board of Directors of the Company has granted options to the employees pursuant to Abhishek Employees Stock Options Plan 2007 on
July 9, 2007. These options were granted at Rs 17.55 per option, being the latest available closing market price prior to the date of grant of
options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option is equal and therefore there
is no impact on profit and loss account due to Employee Share-based options as the Company is following intrinsic value method.
17. The Company has exercised the option given vide notification No. G.S.R. 225(E) dated March 31, 2009 issued by the Ministry of Corporate
Affairs, Government of India and in accordance therewith, the Company has capitalized the loss aggregating to Rs 78.1 million arisen on
translation of long term foreign currency monetary liabilities relating to acquisition of fixed assets, out of which Rs 0.2 million has been
amortized during the year and the unamortized balance as at March 31, 2009 is Rs 77.9 million.
Had the Company not exercised the option given under the aforesaid Notification, gross fixed assets would have been Rs 20,954.0 million
(as against reported figure of Rs 21,032.1 million), depreciation would have been Rs 1,159.1 million (as against reported figure of Rs 1,159.3
million), net exchange loss would have been Rs 136.0 million (as against reported figure of Rs 57.9 million) and loss after tax for the year
would have been Rs 608.3 million (as against reported figure of Rs 530.4 million).
18. During the Financial year 2008-09, the Company completed its Integrated Paper and Pulp project. After installing and completing the project,
the Company had to further incur additional capital expenditure on debottlenecking of critical processes of newly installed paper & pulp
machines and finally started the commercial production w.e.f. December 1, 2008 after achieving normal level of production. The expenditure
incurred on the project has been capitalized in the books of accounts.
19. The figures of the previous year have been rearranged/ regrouped, wherever considered necessary to facilitate comparison.
20. Schedules 1 to 19 form an integral part of the accounts.
INFORMATION RELATED to subsidiaries for the year ended March 31, 2009
NOTES
115
NOTES
116 Abhishek Industries Limited
NOTES
Abhishek Industries Limited
Registered Office: Trident Complex, Raikot Road, Barnala – 148 101, Punjab
NOTICE
Notice is hereby given that the 19th Annual General Meeting of the consent of the Company be and is hereby accorded to the appointment
Members of ABHISHEK INDUSTRIES LIMITED will be held on Thursday, of Mr. Raman Kumar as Whole Time Director of the Company for a
the 27th day of August, 2009 at 10.30 A.M. at the Registered Office of the period of three years with effect from September 24, 2008 on the
Company at Trident Complex, Raikot Road, Barnala, Punjab to transact the following terms and conditions, including remuneration as approved by
following business: the Compensation Committee of the Company subject to a maximum
ORDINARY BUSINESS of Rs. 1,40,000/-(Rupee One lac forty thousand) per month, as are set
out in the Agreement entered into by the Company with Mr Raman
1. To receive, consider and adopt the audited Balance Sheet of the
Kumar, which agreement is placed before the meeting and is hereby
Company as at March 31, 2009; Profit and Loss Account and Cash
specifically sanctioned with liberty to the Board of Directors to alter
Flow Statement for the year ended on that date along with the
and vary the terms and conditions of the said appointment and/or
Reports of the Auditors and Directors thereon.
remuneration and/or agreement as may be agreed to between the
2. To appoint a Director in place of Mr S K Tuteja, who retires and being
Board of Directors and Mr Raman Kumar or as may be varied in the
eligible, offers himself for re-appointment.
General Meeting:
3. To appoint a Director in place of Ms Pallavi Shroff, who retires and being
1. Basic Salary: Rs. 56,000/- (Rupees fifty six thousand only) per
eligible, offers herself for re-appointment.
month
4. To appoint a Director in place of Ms Ramni Nirula, who retires and being
2 Perquisites and allowances: 150% of the Basic Salary
eligible, offers herself for re-appointment.
3. Other Terms:
5. To appoint a Director in place of Mr Rajiv Dewan, who retires and being
a) The Whole Time Director shall also be entitled
eligible, offers himself for re-appointment.
to the benefits under other benefits, medical
6. To appoint auditors to hold office from the conclusion of this Annual
reimbursement schemes, privileges and amenities,
General Meeting until the conclusion of next Annual General Meeting
amended salary structure, in accordance with the Company’s
and to fix their remuneration and pass following resolution thereof:
practice and Rules & Regulations in force from time to
“RESOLVED that M/s Deloitte Haskins & Sells, Chartered Accountants, time.
New Delhi, be and are hereby re-appointed as statutory auditors of the
b) Apart from the above remuneration the Whole Time Director
Company to hold the office from the conclusion of this Annual General
shall also be provided with a car and chauffeur as per the
Meeting until the conclusion of the next Annual General Meeting of the
Company’s policy.
Company, on such remuneration including reimbursement of traveling
c) Notwithstanding anything to the contrary herein contained,
and other out of pocket expenses as may be fixed by the Managing
where in any financial year, the Company has no profits or
Director of the Company.”
its profits are inadequate, the Company will pay the above
SPECIAL BUSINESS remuneration as minimum remuneration to the Whole Time
7. Appointment of Director Director.
To consider and, if thought fit, to pass with or without modification(s), d) The Board of Directors may increase the remuneration
the following resolution as an Ordinary resolution: and perquisites of Mr Raman Kumar, Whole Time Director
“RESOLVED that Mr Karan Avtar Singh, who was appointed as an from time to time within the limits prescribed under the
Additional Director of the Company by the Board of Directors pursuant Companies Act, 1956 and such other guidelines or ceiling
to Section 260 of the Companies Act, 1956 and holds office upto fixed by the Government from time to time.”
the date of this Annual General Meeting, be and is hereby appointed “RESOLVED FURTHER that Board of Directors of the
as a Director of the Company subject to annual retirement under the Company be and is hereby authorized to do all such
Articles of Association of the Company.” acts, deeds, matters and things as may be necessary
8 Appointment of Mr. Raman Kumar as Whole Time Director & and expedient for giving effect to the above resolution.”
payment of remuneration thereof 9. Increase in remuneration of Mr. Abhishek Gupta
To consider and if thought fit, to pass with or without modification(s), To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution: the following resolution as a Special Resolution:
“RESOLVED that pursuant to the provisions of Sections “RESOLVED that pursuant to provisions of Section 314(1B) of
198, 269, 309 read with Schedule XIII and all other the Companies Act, 1956 and all other applicable provisions, rules,
applicable provisions of the Companies Act, 1956, regulations and subject to approval of Central Government, if so
subject to the approval of Central Government, if so required, the required, the remuneration of Mr. Abhishek Gupta, son of Mr Rajinder
“RESOLVED that in supersession of the resolution passed by the “RESOLVED FURTHER that the Board be and is hereby authorised to
shareholders in the Extra-Ordinary General Meeting held on March 18, issue and allot Equity shares upon exercise of options from time to
2006, the consent of the Company be and is hereby accorded under time in accordance with the employee stock option scheme(s) and such
the provisions of Section 293(1)(d) of the Companies Act, 1956 to the Equity shares shall rank pari passu in all respects with the then existing
Board of Directors of the Company for borrowing monies, from time Equity Shares of the Company”.
to time, at its discretion either from the Company’s bankers or any “RESOLVED FURTHER that in case the equity shares of the Company
other bank(s), financial institution(s), international lending agencies are either sub-divided or consolidated, then the number of shares to
or any other lending institution(s), persons, firms, trusts or bodies be allotted and the price of acquisition of the shares by the aforesaid
corporates by way of deposits, advances or other loans, convertible/ option grantees under the schemes shall automatically stand
non-convertible debentures, whether unsecured or secured directly by augmented or reduced, as the case may be, in the same proportion as
mortgage, charge, hypothecation or pledge of any of the Company’s the present face value of Rs. 10 per equity share bears to the revised
assets and properties, book debts or by collateral security thereon or on face value of the equity shares of the Company after such sub-division
such terms and conditions as may be considered suitable by the Board or consolidation, without affecting any other rights or obligations of
of Directors, even though the monies to be borrowed together with the said allottees”.
monies already borrowed by the Company, apart from temporary loans “RESOLVED FURTHER that the Board be and is hereby authorized
obtained from Company’s Bankers in the ordinary course of business, to make modifications, changes, variations, alterations or revisions in
exceeds the aggregate paid-up capital of the Company and its free the said schemes as it may deem fit, from time to time in its sole and
reserves i.e. reserves not set apart for any specific purpose provided, absolute discretion in conformity with the provisions of the Companies
however, that the total amount of such borrowings shall not exceed Act, 1956, the Memorandum and Articles of Association of the
the amount of Rs 30,00,00,00,000/- (Rupees Three thousand crores Company, SEBI (Employee Stock Option Scheme) Guidelines and any
only) at any time.”
other applicable laws”.
“RESOLVED FURTHER that the Board of Directors of the company be
“RESOLVED FURTHER that the Board be and is hereby authorized to
and is hereby authorized to do all such acts, deeds, matters and things
take such steps for listing of the securities allotted under the schemes
as may be necessary and expedient for giving effect to the above
on the stock exchanges where the securities of the Company are listed
resolution”.
as per the provisions of the listing agreement(s) with the concerned
11. Employee Stock Options Scheme stock exchanges, the guidelines and any other applicable laws and
To consider and if thought fit, to pass with or without modification(s), regulations”.
the following resolution as a Special Resolution:- 12. To take note of the result of postal ballot conducted for creation
“RESOLVED that pursuant to the provisions of Section 81(1A), and of Mortgage
all other applicable provisions, if any, of the Companies Act 1956, To take note of the result to be submitted by the Scrutinizer for
the Memorandum and Articles of Association of the Company and the Ordinary Resolution proposed to be passed separately through
subject to such other approvals, permissions and sanctions as may be postal ballot pursuant to the provisions of Section 192A and all other
necessary and subject to such conditions and modifications as may applicable provisions of the Companies Act, 1956 for creation of
be prescribed or imposed while granting such approvals, permissions Charge over moveable and immoveable properties of the Company for
and sanctions, the consent of the Company be and is hereby accorded securing term loans and working capital facilities under section 293(1)
to the Board of Directors of the Company (hereinafter referred to as (a) of the Companies Act, 1956.
“the Board” which term shall be deemed to include any Committee,
including the Compensation Committee/any other Committee(s) which
the Board may constitute to exercise its powers, including the powers, By Order of the Board
conferred by this resolution), in addition to existing ESOP scheme of For Abhishek Industries Limited
the Company, to create, offer, issue and allot at any time to or to the Registered Office:
benefit of such person(s) who are in permanent employment of the Trident Complex
company, including any Director, whether whole time or otherwise Raikot Road
(except any director who is a promoter or belongs to the promoter Barnala-148 101, Punjab Pawan Jain
group or otherwise, who holds, either by himself or through his relative, Dated: July 23, 2009 Company Secretary
ATTENDANCE SLIP
Member’s Folio No. :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………
DP ID No. :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………
I hereby record my presence at the 19th ANNUAL GENERAL MEETING of the Company held on Thursday, the 27th day of August, 2009 at 10.30 A.M. at
Trident Complex, Raikot Road, Barnala–148 101, Punjab.
____________________________
Signature of Member/Proxy
Notes :
1. Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the meeting hall.
2. Members are requested to bring their copy of Annual Report.
PROXY FORM
Member’s Folio No/Client ID: ………...............................................……………………
……………………………………… of ……………………………………………… in the district of …………………………………………… as my/our proxy to vote for me/us on my/our behalf at the 19th ANNUAL
GENERAL MEETING of the Company to be held on Thursday, the 27th day of August, 2009 at 10.30 A.M. and at any adjournment thereof.
Note :
If it is intended to appoint a proxy, the form of proxy should be completed and deposited at the Registered Office of the Company at least 48 hours before
the commencement of the meeting
Mr Raman Kumar
Corporate Office
Chief Financial Officer E-212, Kitchlu Nagar
Statutory Auditors
US Subsidiary
Deloitte Haskins & Sells
Abhishek Industries Inc
www.tridentindia.com
ABHISHEK INDUSTRIES LIMITED
E-212, Kitchlu Nagar, Ludhiana - 141 001
www.tridentindia.com, email: corp@tridentindia.com