Nirma
BSE: 500308 | NSE: NIRMA | ISIN: INE091A01029 | Detergents
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Directors are pleased to present the 28th Annual Report together
with Audited Statement of Accounts of the Company for the year ended on
31st March 2008.
Rs.in crores
Financial Results 2007-08 2006-07
Turnover 2650.78 2541.05
Profit for the year before providing
for the depreciation & taxation 382.34 385.90
Less Provision for depreciation 226.65 207.51
Add Provision for expenses
of earlier years written back 70.89 Nil
Less Provision for taxation - Current Tax 26.00 20.00
Fringe Benefit Tax 0.40 0.50
Deferred tax (29.55) 48.77
Profit after depreciation & taxation 229.73 109.12
Add Provision of Taxation
Provided / earlier years written back (12.18) 110.67
Less Loss of Demerged
Undertaking for the prior period Nil 111.38
Add Balance in Profit & Loss
Account brought forward 71.13 135.65
Profit available for Appropriation 288.68 244.06
Less : Transferred to General Reserve 100.00 100.00
Interim Dividend on Equity Shares Nil 63.50
Dividend on new Equity shares
allotted pursuant to the
Composite Scheme of Compromise and Arrangement Nil 0.29
Dividend on Preference Shares 0.17 0.17
Proposed Dividend on Equity Shares 63.66 -
Tax on dividend 10.85 8.97
Balance carried to Balance Sheet 114.00 71.13
DIVIDEND
Your Directors are pleased to recommend the dividend :
i) on Preference shares @ 6% i.e. Rs.6/- per share on 279285 Redeemable
Non cumulative Nor convertible Preference shares of Rs.100/- each
absorbing Rs.0.20 crores including tax
ii) on equity shares @ 80% i.e. Rs.4/- per share of Rs.5/- each
absorbing Rs.74.48 crores including tax, for the financial year
2007-08.
ACQUISITION OF SEARLES VALLEY MINERALS INC. & SEARLES VALLEY MINERALS
OPEARTIONS INC.
Your Directors are pleased to inform that the Company has successfully
completed the acquisition of Searles Valley Minerals Inc. (SVM) and
Searles Valley Minerals Operations Inc. (SVMO) (Collectively SVM) the
USA based Soda Ash producer. The Company had entered into definitive
agreement for the acquisition on November 27, 2007. SVM is the only
producer of Soda Ash, Sodium borates, Boric acid and Sodium sulfate
utilizing the solution mining technology. It has total production
capacity over 1.9 million tonnes per annum.
For acquisition of SVM, the Company has incorporated Karnavati Holdings
Inc. (KHI) a corporation in the State of Delaware U.S.A. on November
20, 2007 as Special Purpose Vehicle. The total cost of acquisition
including net current assets of USD 225 million has been funded by
combination of External Commercial Borrowings, direct investments and
Gorporate Guarantees.
With this acquisition your Company is now amongst the top rated
Companies in manufacturing of Soda Ash and has started establishing a
strong presence in the international market.
BUSINESS OPERATIONS OVERVIEW
The year under review has been eventful for your Company. After
acquisition of Sachana undertaking of Core Healthcare Limited last
year, the acquisition of SVM in the U.S.A., enabled the Company to have
strong and strategic base as Soda Ash producing unit. Your Company
being one of Indias leading manufacturer of Detergents & Soaps has
already established its position in this segment.
Your Company has been growing from strength to strength and taken
challenges on the global stage. The benefit of acquisition and the
results of initiatives taken by the company will accrue in foreseeable
future.
The Turnover during the year on standalone basis has marginally
increased from Rs.2541.05 crores to Rs.2650.78 crores showing increase
by Rs.109.73 crores. On consolidated basis, the turnover is Rs.3003.03
crores during the year. The operating profit before interest,
depreciation and tax is Rs.390.26 crores during the year compared to
Rs.379.38 crores of the previous year. The net profit has gone up to
Rs.229.73 crores during the year under review. Volatility in the prices
of some of the raw materials remained critical to the business. For
detailed analysis and performance refer to the Management Discussion
and Analysis section of the Annual Report.
SHARE CAPITAL
The Authorised Share Capital of the Company has increased from Rs.100
crores to Rs.150 crores vide resolution passed through the exercise of
postal ballot conducted pursuant section 192A of the Companies Act,
1956 on 19th March 2008.
PROJECTS
Your Directors are pleased to state that the Company has completed the
Pure Water Project in all respect and the plant commissioning trials
started from February 2008. With the above Pure Water Plant Capacity
has been increased from 2240 m3/day to 4480 m3/day and in turn vaccum
salt capacity from 800 TPD to 1600 TPD. The utility expansion for
meeting pure water and caustic soda plant project is also on the verge
of completion. The caustic soda plant of 240 TPD which is being put up
at Kalatalav site, Dist. Bhavnagar, is expected to commission by
February 2009. The civil construction job for this plant has been
completed by 60% and mechnical equipment erection has started.
Your Company has also initiated a Cement Project at Tal. Mahuva Dist.
Bhavnagar in Gujarat. The rated capacity of the plant will be 1.91
million tonnes per annum while the capacity of Captive Power will be 50
MW. The Company has already acquired the land at the plant site. The
Government of Gujarat has sanctioned the supply of sweet water from
Narmada pipeline.
The major equipments pertaining to Cement Project have been ordered for
and for remaining long delivery equipments the technical and commercial
negotiations are under process.
CORPORATE GOVERNANCE
Your Company continues to commit good Corporate Governance vis-a-vis
corporate practices by complying with various Standards prescribed by
the Securities and Exchange Board of India vide Clause 49 of the
Listing Agreement with the Stock Exchanges. Apart from mandatory
requirements from Listing Agreement, the Company is also complying some
of the non mandatory requirements to maintain high degree of
Governance. A separate report on Corporate Governance alongwith a
certificate from the Auditors and Management Discussion and Analysis
are annexed as part of the Annual Report.
DIRECTORS
Shri Rajendra D. Shah, Shri Rakesh K. Patel, and Shri Kaushik N. Patel
Directors of the Company retire by rotation at the ensuing Annual
General Meeting and are eligible for re-appointment. Your Directors
recommend their re-appointment. None of the directors are disqualified
from being appointed as director as specified in terms of Sections
274(1) (g) of the Companies Act, 1956. The information on the
particulars of Directors seeking re-appointments and appointment as
required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges, have been given alongwith the notice of the ensuing
Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
(i) in preparation of the annual accounts for the financial year ended
31st March, 2008, the applicable accounting standards have been
followed alongwith proper explanations relating to material departures;
(ii) Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2008 and of the profit of the Company for
the year ended on that date;
(iii) Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 195G for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) Directors have prepared the annual accounts of the Company on a
going concern basis.
SUBSIDIARY COMPANIES
During the year under review, the Company has incorporated Karnavati
Holdings Inc. (KHI) in the state of Delaware, United States of America,
on November 20, 2007 as Wholly Owned Subsidiary of the Company and
signed the share purchase agreements with KHI. KHI incorporated
Searles Valley Minerals Operations Acquisition Corporation and Searles
Valley Minerals Acquisition Corporation in the state of Delaware, USA,
which merged with and into Searles Valley Minerals Operations Inc
(SVMO) and Searles Valley Minerals Inc. (SVM) on 27th December 2007.
Consequently, SVMO and SVM, the surviving corporations have become
step- down subsidiaries of the Company.
In terms of the approval granted to the Company by Ministry of
Corporate Affairs, Government of India vide its letter No.
47/495/2008-CL-lll dated 5th August 2008, the Company has been exempted
from complying with the provisions of sub section (1) of section 212 of
the Companies Act, 1956, for the financial year under review.
Further SVMO wholly owns four entities in U.S.A. namely Searles
Domestic Water Company LLC, Searles Valley Residences LLC, Trona
Railway Company LLC and NATI LLC, while NATI LLC has a 50 percent
membership in Trona Export Terminals LLC in U.S.A.
CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements
pursuant to clause 41 of the Listing Agreement entered into with stock
exchanges and prepared in accordance with Accounting Standard 21
(consolidated financial statements) of Institute of Chartered
Accountants of India, for the financial year ended March 31, 2008 is
attached with this report. Further, the key financial information of
the subsidiaries / entities have been disclosed in a brief abstract
forming part of this Annual Report. In the absence of control of Trona
Export Terminals LLC, its operations are not included and considered
for consolidation. The Annual Accounts of the subsidiary companies and
related detailed information will be made available to any member of
the Company seeking such information at any point of time. The Annual
Accounts of the subsidiary companies will also be kept for inspection
by any member at the Registered Office of the Company and that of
subsidiary companies concerned.
PARTICULARS OF EMPLOYEES
In terms of the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are required
to be set out in the annexure to the directors report. However, as per
the provisions of section 219(1) (b)(iv) of the said Act, the annual
report excluding the aforesaid information is being sent to all the
members of the Company and others entitled thereto. Members who are
interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.
FIXED DEPOSITS
During the year under review the Company has not accepted Public
Deposits.
DEPOSITORY SYSTEM
As the members are aware, your Companys shares are compulsorily
tradable in electronic form and your Company has established
connectivity with both the depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Ltd
(CDSL). Members are requested to avail of the facility of
dematerialization of the Companys shares on either of the depositories
as aforesaid.
In terms of the provisions of the Investor Education and Protection
Fund Rules, 2001, Rs.1.10 lacs has been transferred to Investor
Education and Protection Fund during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required u/s. 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in the Annexure forming part of this Report.
AUDITORS & AUDITORS REPORT
The Auditors of the Company M/s. Hemanshu Shah & Co., Chartered
Accountants, Ahmedabad, hold office until the conclusion of the ensuing
Annual General Meeting and are recommended for reappointment.
Certificate from Auditors has been received to the effect that their
reappointment if made, would be within the limits prescribed under
section 224(1 B) of the Companies Act, 1956. Notes forming part of
Accounts, which are specifically referred to by the auditors in their
report are self-explanatory and therefore, do not call for any further
comments.
INSURANCE
Assets of the Company are insured as required to be.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the
continued co-operation and support given by the various Government
authorities, institutions, bankers, business constituents and
shareholders. Your Directors also wish to place on record their
appreciation of the devoted services of employees at all levels who
have largely contributed to the efficient management of the Company.
For and on behalf of the Board
Place : Ahmedabad Dr. K. K. PATEL
Date : August 19, 2008 Chairman |
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| Source : Religare Technova | |
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