The Members;
We take pleasure in presenting Sixteenth Annual Report of the Company
together with the Annual Accounts (Standalone & Consolidated) for the
year ended 31st March, 2011.
Performance Highlights (Standalone):
(Rs. in Lacs)
Particulars 2011 2010
Turnover 56767.45 50185.51
Profit Before Interest,
Depreciation And Taxation 9340.80 6752.12
Less : Depreciation 663.55 632.00
Profit Before Interest And Taxation 8677.25 6120.12
Less : Interest 1106.46 1201.04
Profit Before Tax 7570.79 4919.08
Less : Provision For Taxation 2541.44 1792.55
Net Profit After Tax 5029.35 3126.53
Balance Brought Forward 3513.50 2805.73
Balance Available For Appropriation 8542.85 5932.26
Appropriation:
Interim Dividend 692.95 606.33
Proposed Dividend 692.95 606.33
Tax On Dividend 118.57 206.09
General Reserve 1500.00 1000.00
Balance Profit Carried To
Balance Sheet 5538.38 3513.50
Earning Per Share (EPS) 29.03 18.05
Turnover 72285.81 59019.32
Profit Before Interest,
Depreciation And Taxation 14847.28 11199.78
Less : Depreciation 766.21 784.96
Profit Before Interest And Taxation 14081.07 10414.82
Less : Interest 1275.86 1335.98
Profit Before Tax 12805.22 9078.84
Less : Provision For Taxation 4509.68 3219.47
Net Profit After Tax 8295.54 5859.37
Share of Profit Transfer To Minority 735.88 0.00
Balance Brought Forward 8457.74 6017.12
Balance Available For Appropriation 16017.39 11876.49
Appropriation:
Interim Dividend 692.95 606.33
Proposed Dividend 692.95 606.33
Tax On Dividend 230.18 206.09
General Reserve 3000.00 2000.00
Balance Profit Carried To
Balance Sheet 11401.31 8457.74
Earning Per Share(EPS) 43.64 33.82
Results of Operations:
Summary of Results for Fiscal Years 2011, 2010, and 2009
Percentage Percentage
change 2010 change 2010
2011 2010 2009 versus 201 Oversus 2009
Revenue 72285.81 59019.32 53037.94 22.48% 11.28%
Operating
Income 8295.54 5859.37 4413.63 41.58% 32.76%
Earning per
share 43.64 33.82 25.48 29.04% 32.73%
Total gross turnover of your Company rose by 22.48 % from Rs. 59,019.32
Lacs in FY 2009-10 to 72,285.81 Lacs in FY 2010-11. The profit before
interest, depreciation and tax (PBIDT), has increased by 32.57% from
Rs. 11,199.78 Lacs in FY 2009-10 to Rs. 14,847.28 Lacs in FY 2010-11.
The Profit Before Tax (PBT) has increased by 41.04% from 9078.84 Lacs
in FY 2009-10 to 12,805.22 Lacs in FY 2010-11 and the Profit After Tax
(PAT) has increased by 29.02% from 5,859.37 Lacs in FY 2009-2010 to Rs.
7,559.66 Lacs in FY 2010-11.
Appropriations:
Dividend:
During the Year under review, your Directors had declared and paid
interim dividend as per details given below:
(Rs. in Lacs)
Interim Dividend
paid during the Rate of Dividend Amount of Distribution
tax paid Total
Outflow
year ended 31st
March, 2011 Dividend
paid by the
Company
Declared on 29th
October, 2010 40% 692.95 115.09 808.04
and paid on 15th
November, 2010
Your Director''s are please to recommend a final Dividend of Rs. 4.00
per share (40% on a par value of Rs. 10) for the approval of members.
The Final Dividend if declared as above would involve an outflow of Rs.
692.95 Lacs towards the Dividend {previous year Rs. 606.33} and Rs.
115.09 Lacs towards dividend tax {previous year 103.05 Lacs} resulting
in a total outflow of Rs. 808.04 Lacs as against 709.38 in the previous
year. The Dividend Payout Ratio of your Company is 21.38 %.
Transfers to Reserves:
We propose to transfer Rs. 3000 Lacs (39.68% of net profit for the
year- to the general reserve. An amount of Rs. 2943.57 Lacs is proposed
to be retained in the Profit & Loss account.
Credit Ratings:
CRISIL has re-affirmed its ratings of ''AA-/Stable/P1 '' to the various
bank facilities of Solar Industries India Limited (SIIL). The ratings
reflect Solar Industries India Limited''s strong market position, good
operating efficiencies (backed by prudent raw material procurement
policies and backward integration), and strong debt protection
measures. To arrive at its ratings, CRISIL has combined Solar
Industries India Limited''s financial and business profiles with those
of its subsidiaries.
In addition to long Term rating, CRISIL has also assigned P1 rating to
Solar Industries India Limited for Short term Commercial Paper.
Commercial Paper:
During the year under review, your Company has raised Funds through
issue of Commercial papers of Rs. 25 Crores by earmarking the Working
Capital Limit from Bank of India and State Bank of India.
Details of these Commercial Papers are summarised below:
Name of Bank From To Rate of Interest
Deutche Mutual Fund 25th May, 2010 24th August, 2010 5.40%
SBI Global 18th August,
2010 15th November,
2010 7.40%
Allahabad Bank 15th November,
2010 15th February,
2011 8.65%
Directors:
Directors Retiring by Rotation
As per Section 256 of Companies Act, 1956 and provisions containing in
Articles of Association of the Company provide that at least two-third
of our Directors shall be subject to retirement by rotation. One third
of these retiring Directors must retire from office at each Annual
General Meeting of the shareholders. A retiring Director is eligible
for re-election. Mr. Manish Nuwal, Mr. Kailashchandra Nuwal, Mr. Kundan
Singh Talesra, and Mr. Anant Sagar Awasthi, retire by rotation and
being eligible offer themselves for re-appointment at this Annual
General Meeting. Boards of Directors have recommended their re-
appointment for consideration of the Shareholders.
Director''s Appointment
In accordance with Section 262 of the Companies Act, 1956 and Article
185 of the Articles of Association of the Company, Mr. Anand Kumar was
appointed as a Non-Executive Independent Director in casual vacancy
with effect from 29th October, 2010. Mr. Anand Kumar would hold office
till the conclusion of the Annual General Meeting of the Company
scheduled to be held on 10th August, 2011.The requisite notices
together with necessary deposits have been received from a Director
pursuant to Section 257 of the Companies Act, 1956, proposing the
election of Mr. Anand Kumar as a Non-Executive Independent Director of
the Company.
Director''s Re-appointment
During the year under review, the Board of Directors had re-appointed
Shri Satyanarayan Nuwal and Shri Roomie Dara Vakil as Executive
Director for a period of 5 years and 3 years respectively from 1st
April, 2011.
Director''s Cessation
Dr. Rishi Narain Singh, a Non-Executive Independent Director has
resigned from the board effective from 29th October, 2010.
The Board placed on record its deep sense of appreciation for
invaluable contribution made by Dr. Rishi Narain Singh during his
tenure as a Non-Executive Independent Director of the Company.
Auditors & Their Observations:
M/s Gandhi Rathi & Co. Chartered Accountants, Statutory Auditors of the
Company will retire at the forthcoming Annual General Meeting, and
being eligible, offer themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment, if made, would be in accordance with Section 224(1B) of
the Companies Act, 1956. The Board recommends their re-appointment.
The notes to the accounts referred to in the Auditor''s Report are
self-explanatory and therefore do not call for any further comments.
Particulars of Employees:
There are no personnel, who were paid with the salary of a limit more
than that specified under section 217 (2A) of the Companies Act, 1956.
Subsidiary Operations:
As a purposeful strategy, your Company carries all its business
operations through several subsidiary and associate companies which are
formed either directly or as step-down subsidiaries or in certain cases
by acquisition of a majority stake in existing enterprises.
Amalgamation:
During the year under review, Solar Components Pvt. Ltd. (Wholly owned
Subsidiary- amalgamated with Economic Explosives Ltd (Wholly owned
Subsidiary- under the provisions of Sections 391 to 394 of the
Companies Act, 1956.
The said company was amalgamated, as per the order of the Hon''ble High
Court of Judicature at Bombay Nagpur Bench, Nagpur dated 1st September,
2010.
Incorporation of Step Subsidiaries:
During the year under review, following two step Subsidiary Companies
were incorporated through our wholly owned subsidiary Solar Overseas
Netherlands Cooperatie U.A.:
& Solar Explochem Mauritius Ltd. at Mauritius. & Solar Overseas
Netherlands B.V. at Netherlands.
Acquisitions:
During the year under review, Solar Industries India Limited Acquired
54% stake, through its Step Subsidiary Solar Overseas Netherlands B.V
in following two Companies at Turkey:
ILCI Patlayici Maddeler Sanayi ve Ticaret A.S.
Patlayici Maddeler San. ve Tic. A.S. (Patsan),
During the year under review, Solar Industries India Limited also
acquired 70% stake, in Nigachem Nigeria Limited through its Subsidiary
Solar Overseas Netherlands Cooperatie U.A.
Further During the year under review, Solar Industries India Limited
Acquired 65% stake, in Solar Explochem Zambia Limited through its
Subsidiary Solar Overseas Netherlands Cooperatie U.A.
In the year under review, Solar Industries India Limited acquired 100%
stake, in Solar Overseas Singapore PTE Limited through its Subsidiary
Solar Overseas Mauritius Limited.
In the year under review, Solar Industries India Limited acquired 80%
stake, in Solar Mining Services Australia PTY Limited through its step
Subsidiary Solar Overseas Singapore PTE Limited.
Exemption under section 212
We have 12 subsidiaries.
The Annual Report 2010-11 does not contain the financia statements of
our subsidiaries, accordingly the Company will
make available the audited annual accounts and related information of
our subsidiaries, where applicable, upon request. These documents will
also be available for inspection during business hours at our
registered office in Nagpur, India. The same will also be published on
our website, www.solarexplosives.com
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors'' Report, Balance Sheet, and Profit and Loss
account of our subsidiaries to the Balance Sheet of Holding Company.
The Ministry of Corporate Affairs, Government of India vide its
circular no. 2/2011 dated February 8, 2011 has provided an exemption to
companies from complying with Section 212, provided such companies
publish the audited consolidated financial statements in the Annual
Report.
Statement pursuant to section 212 (8) of the Companies Act, 1956
containing details of the Subsidiaries of the Company forms part of
this Annual Report.
Current Holding Structure of Solar Industries India Limited
Company''s Philosophy on Corporate Governance:
Corporate Governance philosophy of the Company is based on the
principles of equity, fairness, transparency, spirit of law and honest
communication. The Company believes that sound Corporate Governance is
necessary to retain stakeholder''s trust and ensures efficient working
and proper conduct of the business of the Company with integrity.
Development of Corporate Governance guidelines is a continuous process
which evolves over a period of time and undergoes changes to suit the
changing times and needs of the business, society and the nation.
Your Company has implemented the conditions of Corporate Governance as
contained in Clause 49 of the Listing Agreement with the Stock
Exchanges. A separate report on Corporate Governance and Management
Discussion and Analysis along with necessary certificates is given
elsewhere in this report. Also certificate by M/s Gandhi Rathi & Co.
Chartered Accountants, Nagpur, Statutory Auditors of the Company,
confirming compliance of the conditions of Corporate Governance as
stipulated under clause 49 of the Listing Agreement, is annexed to this
report.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report forming part of
Director''s Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchange(s) in India, forms
part of this Annual Report. The report provides strategic direction and
a more detailed analysis on the performance of individual businesses
and their outlook.
CEO/CFO Certification:
As required under Clause 49 of the Listing Agreement, the CEO/CFO
certification is attached with the Annual Report.
Statement of Management''s Responsibility for Consolidated Financial
Statements:
Management is responsible for the preparation of the Consolidated
Financial Statements and related information that are presented in this
report. The Consolidated Financial Statements of the Company and its
subsidiaries, which include amounts based on management''s estimates and
judgments, have been prepared in conformity with Accounting Standard 21
prescribed by The Institute of Chartered Accountants of India, forms
part of this Annual Report and Accounts.
The Company designs and maintains accounting and internal control
systems to provide reasonable assurance at reasonable cost that assets
are safeguarded against loss from unauthorised use or disposition, and
that the financial records are reliable for preparing Financial
Statements and maintaining accountability for assets. These systems are
augmented by written policies, an organizational structure providing
division of responsibilities, careful selection and training of
qualified personnel and a program of internal audits.
The Board of Directors, through its Audit Committee meets periodically
with Management and Internal Auditors to discuss matters concerning
Internal Controls and Financial Reporting.
Director''s Responsibility Statement:
Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of
Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for the
year ended 31st March, 2011, the applicable Accounting Standards had
been followed and there are no departures.
ii. Accounting policies have been selected and applied consistently and
judgments and estimates made that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
act for safeguarding the assets of the Company and detecting fraud and
other irregularities.
iv. Annual accounts for the year ended 31st March, 2011 have been
prepared on a going concern basis.
Appreciation & Acknowledgement:
Your Directors wish to place on record their gratitude for the valuable
guidance and support given by Government of India, various State
Government departments, Financial Institutions, Banks, and various
stake holders, such as, shareholders, customers, suppliers etc. The
Directors also commend the continuing commitment and dedication of the
employees at all levels which has been critical for the Company''s
growth. Their dedication and competence has ensured that the Company
continues to be a significant and leading player in an Explosives
Industry. The Directors look forward to their continued support in
future.
For and on behalf of the Board
Place : Nagpur (Manish Nuwal)
Date : 19th May, 2011 Director
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