Your Directors present below the Annual Report and audited statement of
accounts for the period ended 31st March, 2001.
(RS. IN MILLIONS)
FINANCIAL RESULTS 31st March, 30th Sept,
(6 months) (18 months)
Profit/(Loss) for the period
before providing for Depreciation (19.22) 25.60
(Previous year profit)
Less : Depreciation 8.18 23.29
Net Profit/(Loss) before tax and
exceptional items (27.40) 2.31
Less : Provision for taxation 0.03 0.14
Less : Adjustment relating to earlier
years 6.56 -
Less : Exceptional items relating to
capital work in progress w/off and
market cess/fee 152.94 10.64
Leaving a balance of (186.93) (8.47)
To which is added:
Balance brought forward from
previous year 0.15 10.42
Making a balance of (186.78) 1.95
Transfer to Debenture Redemption
Reserve - 1.79
Balance Carried to balance Sheet (186.78) 0.16
The accounting year under review consists of 6 months i.e. 1st October,
2000 to 31st March, 2001 as compared to last accounting period of 18
months i.e. 1st April, 1999 to 30th September, 2000. Hence, the
previous period figures are not strictly comparable.
In view of the loss, the Directors do not recommend any dividend for
the period ended 31st March, 2001.
YAMUNANAGAR : During the 6 months period under review the production
and sales stood at 13365 MT and 14161 MT as against 14207 MT and 14237
MT respectively for 1999-2000 (on an annualised basis). The performance
of the division was under pressure due to increased cost of raw
material and lower sales realisation. The slow down of the economy had
its impact on the volume growth in the sales of the company.
PONDICHERRY : The production and sales of speciality starch for 6
months period stood at 2767 MT and 2734 MT as against 2875 MT and 2683
MT for the corresponding previous period (1999-2000). The slow down of
the economy also had its impact on the volume growth of the division.
CITRIC ACID PROJECT : As reported earlier, the operations of the Citric
Acid plant were closed for improvement of utilities and corrective
engineering. However, the funds requirement to restart the operations
and complete the purchase of key equipments could not be tied up and
the plant continued to remain closed for about 3 years. In an attempt
to restructure the affairs of the Company, a scheme of Reorganisation
by way of Arrangement, Amalgamation and Reconstruction between the
Company and BILT Bio Chemicals Ltd. and English Indian Clays Ltd.
(EICL) and Bharat Projects Ltd. has been formulated under section 391
and 394 of the Companies Act, 1956 and according to the Scheme (i) with
effect from close of business hours of 31st March 2001, the Company
proposes to transfer the Citric Acid Undertaking to BILT Bio Chemicals
Ltd on going concern basis. Consideration under this scheme of
arrangement for transfer of Citric Acid Division would be settled by
taking over liabilities of the citric business to the extent specified
in the Scheme.
(ii) With effect from 1st April 2001 the Residuary Undertakings (Starch
Division and Investments) of the Company would merge with EICL in terms
of the provisions of the Scheme.
(iii) Bharat Projects Ltd., a 100% subsidiary of English Indian Clays
Ltd. under the Scheme of arrangement shall apply to the High Court for
reduction of its capital to the extent not represented by assets as
specified in the scheme. The aforesaid Scheme has been approved by the
Board and would be circulated to all the shareholders in accordance
with the procedure under law. The Board is of the opinion that the
Scheme of Reorganisation by way of Arrangement, Amalgamation and
Reconstruction would be in the overall interest of shareholders,
respective creditors, fixed depositholders and employees of the Company
and would ensure the existence and continuance of the Citric and Starch
Business of the Company.
EVENTS OCCURRING AFTER THE BALANCE SHEET DATE
As reported earlier the Company had received in principal approval for
one time settlement from CDC Group Plc. and Asian Finance & Investment
Corporation Ltd. vide their letters dated 28th February, 2001 and 1st
March, 2001 respectively to settle their total dues including
principal, interest and penal interest. We are pleased to inform that
the Company has made the payment as per the settlement agreed with
these institutions/banks and the financial effect of these settlement
have been considered while preparing the accounts. Your Directors
gratefully acknowledge with appreciation the pragmatic approach of
ICICI, CDC, AFIC, PNB and OBC, the majority secured lenders to the
Company on the one hand, and M/s A.E.Staley and the various Thapar
Group Companies on the other, for their timely support and sacrifices.
RESEARCH & DEVELOPMENT
The Research & Development activities of the Company has resulted in
the development of new value added products for different applications.
Particulars with respect to R&D activities carried out during the
period under review are provided in Form B annexed to this report
As On 31st March, 2001 fixed deposits amounting to Rs. 26,50,000/-
which became due for repayment had remained unclaimed by 101
In terms of section 292(A) and SEBI Guidelines for Corporate
Governance, the Company has constituted an Audit Committee comprising
of 3 Non-Executive Directors viz. (1) Shri S.N.Dua, Chairman, (2) Shri
D.Kohli and (3) Shri M.M.Khanna as Members of the Audit Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Conservation of Energy and Technology absorption are given in Form A
and B in Annexure 1 of this report.
Further, as required under the said rules with regard to Foreign
Exchange earnings and outgo, we have to state that during the year
under review, the Foreign Exchange earnings and outgo had been to the
extent of Rs. 1.48 Millions and Rs. 10.80 Millions respectively.
Details relating to Foreign Exchange outgo/earning have been
incorporated in the notes on account nos. 3, 4 & 5 of Part (B) of
Schedule (21 B).
PARTICULARS OF EMPLOYEES
Statement of employees required under Section 217(2A) of the Companies
Act, 1956 read with the Companies (particulars of employees) Rules,
1975 as amended upto date is annexed to this report and forms part of
Shri Karan Thapar, Shri D. Kohli and Shri M.M. Khanna being longest in
the office retire by rotation and are eligible for reappointment. Their
appointment is recommended for the approval of the Shareholders.
Shri Ajay Gupta, nominee of ICICI Ltd. ceased to be the Director of the
Company w.e.f. 3rd May, 2001 since ICICI Ltd. had withdrawn him from
the Board of the Company. The Board record its appreciation for the
valuable guidance provided by Shri Ajay Gupta during his tenure on the
Board of the Company.
Shri Ramesh M. Bhujang, nominee of Asian Finance & Investement
Corporation Ltd. (AFIC) ceased to be the Director of the Company w.e.f.
2nd August, 2001. The Board record its appreciation for the valuable
guidance provided by Shri Ramesh M. Bhujang during his tenure on the
Board of the Company.
M/s Price Waterhouse, Chartered Accountants, the existing Auditors
retire and are eligible for reappointment. Their appointment is
recommended for your approval.
The Auditor's observation in para 2 of their report essentially relates
to the restructuring of the Company u/s 391 and 394 of the Companies
Act, 1956. The Directors have incorporated suitable details in respect
of the Scheme of Reorganisation by way of Arrangement, Amalgamation and
Reconstruction of the Company in Clause 1 and 5 of Schedule 27A to the
Balance Sheet and has also given an explanation herein above. These
details are considered as self explanatory and do not call for any
further explanation and comments.
a) The Company has followed the applicable accounting standards for the
preparation of the Annual Accounts and there is no material deviation
from the previous year.
b) The Company has selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company for the period ended 31st March, 2001 and the loss of that
c) The Company has taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities and;
d) The Annual Accounts are prepared on a going concern basis.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their dedication and contribution to the
operations of the Company during the period. The Industrial relations
continued to be cordial through out the period under review.
The Company's shares are listed on the Vadodara, Delhi and Mumbai Stock
Exchanges. The Listing fee for 2001-2002 to these Stock Exchanges are
The Directors wish to places on record their appreciation for the
cooperation and assistance extended by Financial Institutions
particularly from ICICI Ltd., Asian Finance & Investment Corporation
(AFIC) & CDC Group Plc., Company 's Bankers i.e. Punjab National Bank
and Oriental Bank of Commerce, Central and State Govts. and other
The Board, also, takes this opportunity to express its deep gratitude
for the continued co-operation and support received from the
FOR AND ON BEHALF OF THE BOARD
Place: New Delhi B.M. THAPAR
Date : September 3, 2001 CHAIRMAN
F O R M - B
1. Specific Areas in which R & D Carried out by the Company
(a) New Modified Starches for wet end additive based on acrylamide.
(b) Binders for mosquito coil.
(c) New formulation for laundry starch.
2. Benefits derived as a result of the above Research and Development
(a) Improved quality of wet end additive to sustain the
(b) The new Oxidised Starch developed in R&D is towards an import
substitution and has high potential in surface sizing of Paper.
3. Future Plan of Action
(a) Improvements in quality of dextrine with respect to its
(b) Manufacture of Spray Starch through chemically modified route.
(c) Improvement in Amphoteric Starch.
4. Expenditure on R & D
31st March, 2001 30th Sept.,2000
(Rs. in lacs) (Rs. in lacs)
a) Capital - -
b) Recurring 3.47 15.31
c) Total 3.47 15.31
d) Total R&D Expenditure 0.13%
as a percentage of total
5. Technology Absorptions, Adaptation and innovation.
The particulars required to be furnished in respect of imported
technology (imported during the last five years reckoned from the
beginning of the financial year) are not applicable.