Tata Chemicals
BSE: 500770 | NSE: TATACHEM | ISIN: INE092A01019 | Chemicals
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Directors Report | Year End : Mar '08 |
The Directors hereby present their sixty-ninth Annual Report on the
business and operations of the Company together with the Audited
Statement of Accounts for the year ended March 31,2008:
Previous Year
Rs. in crores Rs. in crores
FINANCIAL RESULTS
Total Income 4676.84 4107.79
Profit before Depreciation and
Exceptional items 818.39 781.77
Add: Exceptional item
(profit on sale of investments). 487.47 2.42
Less: Depreciation. 148.76 150.35
Profit before tax 1157.10 633.84
Tax 207.92 189.63
Profit after tax. 949.18 444.21
Add:
Balance in Profit and Loss Account 967.07 769.19
Amount available for Appropriation 1916.25 1213.40
Appropriations -
(a) Proposed Dividend 211.25 172.08
(b) Tax on Dividend 35.90 29.25
(c) General Reserve 95.00 45.00
(d) Balance Carried forward 1574.10 967.07
1916.25 1213.40
The Total Income for the year ended 31st March 2008 includes Rs. 487.47
crores being the profit on sale of investments liquidated for partially
financing the acquisition of General Chemical Industrial Products Inc.
U.S.A. (GCIP) in the fourth quarter of the financial year.The Profit
before tax and Profit after tax for the year, excluding the profit on
sale of investments, are Rs. 669.63 crores and Rs. 461.71 crores,
respectively. The total consideration for acquisition of 100% equity of
GCIP was Rs. 4,036 crores (US$ 1,005 billion), which was funded through
a mixture of debt of Rs. 3,312 crores (US $ 825 million), internal
accruals of Rs. 226 crores and the proceed of the sale of investments
of Rs. 497 crores.
DIVIDEND
For the year under review, the Directors have recommended a dividend of
Rs. 9.00 per share (Rs. 8.00 for the previous year), on the Equity
shares of the Company, aggregating Rs. 247.15 crores. (including
Dividend Tax).
PERFORMANCE REVIEW:
A Performance Review for the two main business segments that the
Company operates in India, viz. Chemicals, Crop Nutrition &
Agri-Business is given below:
CHEMICALS BUSINESS
During the year, the Chemicals Business of the company achieved the
highest-ever sales of Rs. 1585.97 crores, reflecting a growth of 4.42
%, as compared to previous year sales of Rs. 1518.99 crores. Domestic
production was affected due to heavy rains and power plant breakdowns.
Costs of major inputs also rose quite considerably during the year.
However, improved realisations largely compensated for both production
losses and rise in input costs.
INDUSTRIAL CHEMICALS
Soda Ash
The Company has further consolidated its leadership position by
becoming the 2nd largest Soda Ash player in the world. The acquisition
of GCIP represents a major milestone in the history of the Soda Ash
business. It has opened up new markets in North & South America and in
certain other countries of the world. There was a continuous shortage
of Soda Ash throughout the year due to the rising demand in emerging
economies like India and China leading to lower availability
internationally.
The production of Soda Ash in India for the industry as a whole was
adversely impacted during the year due to severe flooding during the
monsoon. The Companys domestic production of Soda Ash for the year
under review at 6,97,046 tonnes was lower by 7.95 % as compared to the
previous year, primarily due to turbine failures and flooding during
the monsoons at the companys production site at Mithapur. However,
during the last quarter of the year production levels have been
restored. The Company achieved Sales of 6,80,200 tonnes of Soda ash
during the year, which was 5.78 % lower than the previous year.
Sodium Bicarbonate
During the year ended 31st March 2008, the Company achieved the highest
ever Sodium Bicarbonate production of 61,491 tonnes, which was 1.49%
higher than in the previous year. Sales at 62,345 tonnes were 5.17%
higher than the previous year.
Sodium Tri Poly Phosphate (STPP)
The total production of STPP was at 44,411 tonnes was higher by 7.83%
as compared to previous year and sales at 44,719 tonnes were also
marginally lower than in the previous year.
The STPP business was severely impacted by an unprecedented increase in
the cost of key inputs - sulphur and rock phosphate. A series of
innovative measures were taken to combat and partly offset this
phenomenon.
Cement
Although cement demand and prices remained bullish throughout the year,
lower power availability and flooding during the monsoon affected
cement production and as a consequence sales also were lower than in
the previous year. The production and sales of cement during the year
were 380,907 tonnes and 373,670 tonnes, respectively, as against
510,371 and 508,552 tonnes in the previous year.
CONSUMER PRODUCTS BUSINESS:
The Company is looking to leverage the strength of its distribution
system, strong branding and the opportunities offered by a growing
consumer products market in India. Consequently, the Food Additives
Business has been renamed the Consumer Products Business (CPB).
The overall sales of salt during the year were 4,87,425 tonnes as
against 7,34,620 tonnes in the previous year. The Companys market
share in the branded salt segment is now 51% as against 49% previous
year, largely on account of a second salt brand l-Shakti launched
during the year.
The total production of salt during the year at Mithapur of 5,00,920
tonnes was lower by 29.42% as compared to previous year, largely on
account of the dilution caused by monsoon flooding. Additionally,
evacuation related issues also resulted in less than the planned
availability of Tata Salt during the year. Tata Salts market share
stood at 44.1 % at March 08.
The Companys second salt brand,l-Shakti, a low cost iodised salt,
which is made from externally sourced solar salt, was rolled out
nationally in 2007-08 and has been a mega success. The Company has sold
84,552 tonnes of salt under this brand during the year and recorded a
market share of 7.3% among the national branded segment.
The Company also successfully launched a low Sodium salt Tata Salt
Lite during the year. Though a small segment, Tata Salt Lite has
already become a market leader within six months of its launch.
CROP NUTRITION AND AGRI-BUSINESS :
The Company has a large presence in this sector, through three distinct
components - the production and sale of fertilisers, the Tata Kisan
Sansar network and the recently started Joint Venture in Fresh Produce.
Tata Chemicals Limited
CROP NUTRITION BUSINESS
The company sees its role a going beyond the production and sale of
fertilisers to enhancing soil health, which today has assumed great
importance because of the national need to boost agricultural
productivity. Accordingly, the fertiliser business has been renamed as
Crop Nutrition Business. The Crop Nutrition Business of the Company
comprises of sales of Urea, DAP, NPK, SSP manufactured at Companys
Babrala and Haldia plants. Additionally, the Company also imports and
sells MOP and DAP and supplies other crop nutrition products like
Specialty Fertilizers and organic materials. The Crop Nutrition
Business of the Company has achieved a turnover of Rs. 2506.3 Icrores
during the year 2007-08.
While the Companys Crop Nutrition Business has achieved record sales
as well as production during the year under review, increases in input
costs for the industry, generally, without corresponding revision to
Government approved selling prices for fertilizers, which have not been
corrected for several years now, have resulted in a sharp increase in
subsidies. In order to bridge the gap of subsidy outstanding,
Government has issued Fertilizer Bonds. Rs. 308 crores of subsidy dues
to the Company were received in the form of Bonds. Delays in receipt of
subsidy have also caused severe working capital constraints for the
industry as a whole and an increased burden of interest cost. Strong
representations have been made to the Government on this subject and it
is hoped that some changes to policy will take place.
Specific comments on the performance of key products in Crop Nutrition
portfolio are given below:
Urea
The Company achieved a record production of 10,70,308 tonnes of Urea as
compared to the previous years production of 10,11,338 tonnes. Sales
of Urea at 10,43,047 tonnes (the highest in the history of the Company)
were higher than in the previous year by 2.57 %.
DAP/NPK
The company achieved a combined production of 6,27,889 tonnes of DAP
and NPKs against last years production of 7,59,222 tonnes.The sales of
DAP and NPKs were 6,75,365 tonnes, against last years sale of 7,09,609
tonnes. The lower production was due to inadequate availability of raw
materials, as a consequence of the very volatile market for raw
materials, particularly sulphur, and sporadic shortages.
SSP
The company produced 95,308 tonnes of SSP against previous years
production of 1,59,690 tonnes. Sales of SSP at 93,867 tonnes were lower
by 30,333 tonnes versus the previous year.The lower production was due
to unprecedented increases in major raw material costs of SSP, which
were not compensated through subsidy rates.To avoid potential losses,
the operation of SSP plant has to be suspended for a major part of the
year.The company has also sold 5,935 tonnes of traded SSP during the
year.
Others
With the focus on introducing value-added products into the portfolio,
the company expanded its offerings to include specialty fertilizers,
like Calcium Nitrate and Zinc Sulphate. Sales of Rs. 25.27 crores were
achieved during the year from these products.
TATA KISAN SANSAR
The Companys Tata Kisan Sansar (TKS) network, which caters to various
agri input needs of farmers in Northern and Eastern regions of India,
now comprises of 613 outlets as compared to 567 outlets during the
previous year. At present, the TKS initiative is concentrated in
Punjab, Haryana and UP and during 2007-08, the Company strengthened its
network in West Bengal and Jharkhand and also established a footprint
in Bihar. The network services around 20,000 villages, with access to
over 2 million farmers. New pesticides, herbicides, cattle feed and
seeds carrying the TKS Brand were added to the existing offerings sold
through TKS outlets. Also, certain new offerings in terms of services
that farmers require, such as soil management and foliar application
services were added and expanded during the year.
FRESH PRODUCE
The Company has formed a 50:50 joint venture company, Khet-Se Agri
Produce India Pvt. Ltd., with Total Produce Pic. Ireland, for creating
procurement, sorting, packing and distribution chain for fresh fruits
and vegetables. This venture involves setting up of a number of
collection and processing centres and setting up of a cold chain for
the reaching fresh produce to distribution centres located near main
consumption centres. Khet-se formally commissioned its first collection
cum distribution center at Malerkotla in Punjab on 11th May 08. A
second distribution centre will become operational during 2008-09 in
the Western part of India.
CENTRE FOR AGRICULTURE & TECHNOLOGY (CAT)
In order to provide appropriate advice to farmers on farming practices
in general and crop nutrition practices in particular, a development
centre viz. Centre for Agricultures & Technology (CAT) has been set up
in Aligarh (U.P.) This Centre is resourced with experienced Scientists
who are working on various areas of agri-technology. Specific projects
have been undertaken on determining area and crop specific nutrition
products and combinations, soil health tracking through indexing etc.
The CAT is expected to provide the company a competitive edge in future
in its crop nutrition and agri business segments.
NEW BUSINESSES
BIOFUELS
The company decided to enter the biofuels business last year, using
sweet sorghum as feedstock. A 30 KL per day bioethanol facility is
being set up at Nanded, Maharashtra at a cost of approximately Rs. 50
crores, which is expected to start production by December 2008. The
technology and plant has been supplied by Praj Industries Ltd., Pune.
Arrangements are being made with farmers in districts in and around
Nanded, for growing sweet sorghum. Trial cultivation has so far been
very successful,
The company has also undertaken field research on Jatropha, a
non-edible tree crop for biodiesel production. The company has set up a
research farm in Aurangabad and has started varietal trials for
developing a package of practice. The company has also set up multi
location trials for Jatropha in Gujarat, Maharashtra, Tamilnadu and
Andhra Pradesh.
INNOVATION CENTER
The Innovation Centre (IC) is now into its third year of operations and
is currently working on 19 ongoing projects that are in different
stages of development. The objective is to develop products which are
less capital intensive and more sustainable in the longer term. The key
area of focus for the Innovation Centre is the intersect between Bio
and Nano Technology. Since inception, a pool of highly qualified
scientists, which includes nanotechnologists, biotechnologists,
molecular biologists, experts in catalysis and bioengineering have been
recruited, numbering around 30. Over the next three years, the Centre
will have a stable workforce of around 150 scientists. As in most
modern scientific organizations, there is a dedicated team that deals
with issues related to business development, intellectual property and
patents.
The Company has acquired land on the outskirts of Pune and is
constructing a state-of-the-art dedicated R&D centre, which will become
its central knowledge hub.
ACQUISITON OF GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC. USA.
During the last quarter of the year, the Company acquired General
Chemical Industrial Products, Inc. (GCIP), one of the large soda ash
players in the US market, for a total consideration of US $ 1005
million (Rs. 4036 crores). The GCIP acquisition has been one of the
highlights of last year. The deal was done smoothly and swiftly and the
initial funding was completed rapidly, at very competitive rates,
within a few days of deal closure. With this acquisition, the Company
has become the worlds second largest producer of soda ash. This
acquisition was funded through borrowings, sale of investments and
internal accruals without the dilution of capital of the Company.
As a consequence of the acquisition of GCIP, the Company has become the
worlds most geographically spread soda ash company with manufacturing
sites in four continents and a global soda ash capacity of 5.5 million
tonnes, of which 3.2 million tonnes is natural soda ash. These
cost-effective natural soda ash assets, give the company a distinctive
competitive position in global markets and place the Company firmly in
a leadership position. The acquisition also opens up other growth
avenues for the Company.
Tata Chemicals Limited
SUBSIDIARIES
As part of the GCIP acquisition structure, the Company has set up a
100% subsidiary in Mauritius viz. Wyoming 1 (Mauritius) Pvt. Ltd.
Further downstream subsidiaries viz. Wyoming 2 (Mauritius) Pvt. Ltd.,
Gusuite Holding (UK) Ltd, and Valley Holdings Inc. (US) were
incorporated at Mauritius, UK and US respectively.
During the year the Company has also set up a 100% subsidiary in
Singapore viz. Tata Chemicals Asia Pacific Pvt. Ltd.,
JOINT VENTURES
Indo Maroc Phosphore S.A., (IMACID) is a joint-venture company
established in Morocco for the purpose of securing supplies of
Phosphoric Acid, in which the Company has a 33.33% shareholding,
together with two other equal partners, Chambal Fertilizer Company
Ltd., and Office Cherifien des Phosphates (OCP), Morocco, the worlds
largest producers of Phosphoric rock and other phosphatic products.
IMACID, which is engaged in the manufacture of phosphoric acid,
recorded a good performance in 2007 and declared a maiden dividend of
20% for the year. The Company secures phosphoric acid through supply
from IMACID for manufacturer of fertilizers.
Khet-se Agriproduce India Pvt. Ltd., a 50 :50 Joint Venture between the
Company and Total Produce, pic. Ireland has been set up for the
business of sourcing and distribution of fresh fruits and vegetables.
It commenced operations in May, 2008. The details of the operations are
dealt with, in detail, elsewhere in this report.
FINANCIAL PERFORMANCE OF SUBSIDIARIES & JOINT VENTURES
The Consolidated Financial Statements of subsidiaries and
joint-ventures have been prepared in accordance with Accounting
Standards 21 and 27 of The Institute of Chartered Accountants of India,
form part of the Annual Report and are reflected in the Consolidated
Accounts of the Company.
The consolidated financial results reflect the operations of:
Subsidiaries:
Brunner Mond Group Limited (BMGL), Homefield UK Pvt. Ltd., the UK SPV,
its holding company, Homefield International Pvt. Ltd. Mauritius
Valley Holding Inc. US, the holding company for General Chemical
Industrial Products Inc., Gusuite Holding (UK) Ltd., the UK SPV,
Wyoming 2 (Mauritius) Pvt. Ltd, Mauritius SPV, and its holding company,
Wyoming 1 (Mauritius) Pvt. Ltd.
Joint Ventures:
IMACID, to the extent of the Companys 1/3rd share in the Joint
Venture, as also, Khet-se Agriproduce India Pvt. Ltd., to the extent
of the companys 50% share in that Joint Venture.
FINANCE
During the year, the Company raised long-term debt US$ 125 million (Rs.
502 crores ) through US Private Placement, US$ 25 million (Rs. 100
crores ) in its own account and US$ 100 million (Rs. 402 crores )
through its subsidiary, Homefield U.K. for which a guarantee has been
provided by the Company.
For the acquisition of GCIP during the year, the Company raised a total
of US$ 475 million (Rs. 1907 crores) by way of long term External
Commercial Borrowings at extremely competitive rates. Additionally, the
Company, through its US subsidiary, Valley Holding Inc., raised a
further US$ 350 million (Rs. 1405 crores ) by way of bridge finance at
very attractive rates, backed by a guarantee from the Company. The
Company also generated additional funds for financing the acquisition
by selling certain investments in shares of other Group Companies.
The Foreign Currency Convertible Bonds (FCCB), issued in January 2005
amounting to US$ 150 million (Rs. 602 crores), were converted to the
extent of US $ 99.87 million (Rs. 401 crores ) during the year.
Fertilizer bonds were issued for the first time by the Government of
India in lieu of cash subsidy and the Company received bonds worth Rs.
308 crores.
DIRECTORS
Dr. Vijay L. Kelkar stepped down from the Board of Directors of the
Company with effect from December 31, 2007. The Board wishes to place
on record its appreciation for the valuable guidance extended by him
during his association with the Company.
Dr. M. S. Ananth has been appointed as an Additional Director on the
Board with effect from April 03, 2008. Dr. Anant holds, a doctorate in
Chemical Engineering in the area of Molecular Thermodynamics from the
University of Florida, U. S. A. and he is the Director of IIT Madras.
Mr. R. N. Tata and Mr. Nusli N. Wadia, Directors of the Company are due
for retirement by rotation and are eligible for re-appointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis, the Corporate Governance Report, together with
the Auditors Certificate on compliance with the conditions of
Corporate Governance as laid down, form part of this Annual Report.
PERSONNEL & INDUSTRIAL RELATIONS
As on 31st Mar 08, 3324 employees were on companys rolls. The
industrial relations were cordial across locations during the year.
SAFETY, HEALTH AND ENVIRONMENT
The focus on improving work place safety has been enhanced and incident
frequency rates have declined versus the previous year. Health
monitoring of company employees, commensurate with the work environment
have continued and there have been no significant observations relating
to deficiencies in workplace health and hygiene conditions.
The Babraia Plant continued to maintain its five star ratings on the
British Safety Council standards and received its fourth sword of honor
in a row - a first time record for any Indian Company. Babraia Plant
has retained its British Safety Councils five star rating on
environmental sustainability standards. Mithapur and Haldia Plants have
also secured five star ratings from British Safety Council.
The Company has complied with environmental consent conditions at all
its locations.
COMMUNITY DEVELOPMENT, RURAL DEVELOPMENT AND SOCIAL WELFARE
In keeping with the Companys strong commitment to rural development,
community development and social welfare, the Company initiated several
community welfare and development programmes during the year, including
water management programmes and programmes on health education during
the year. These intitiatives are discussed in detail in the Management
Discussions and Analysis Report.
INFORMATION TECHNOLOGY
During the year 2007-08 company upgraded its ERP system and implemented
SAP ECC 6.0 and BIW 7.0. The new system has gone live now and the
initial teething issues are over. The Company has also undertaken to
implement an authorization control software tool (GRC) and Information
security policies. These will ensure tighter controls on usage of IT
systems.
AWARDS AND RECOGNITIONS
Of the various awards and recognitions the company won during the year,
special mention must be made of the JRD QV Award.This Award signifies
crossing a very significant milestone incorporated into the Tata
Business Excellence Model (TBEM).The Award places the company among an
elite group of seven companies that have so far crossed a certain score
specified in TBEM.
Tata Chemicals Limited
Some of the other awards and recognitions won during the year are
mentioned below:
> Cll Excellent Energy Efficient Unit - Babrala, awarded by Cll 07-08
> ICC Aditya Birla Best Responsible Care Commited Company Award - ICMA
07-08
> FAI Award for Best Technical Innovation - Babrala
> FAI Award for Best Overall Performing SSP Plant -Haldia
> International Asia Pacific Quality Award for Business Excellence -
Crop Nutrition Business.
> Winner of rotating shield for lowest disability injury index (Gujarat
Safety Council 07-08)
> Nine National Awards for Communications at the Association of
Business Communicators of India.
> IMC Ramkrishna Bajaj National Quality Award for Performance
Excellence - Haldia.
> Tata Salt Awarded the Popular Consumer Award and conferred the title
Master Brand (Bharati Vidyapeeths institute of Management Studies &
research - 06-07).
> British Safety Council 5 Star rating - Mithapur - British Safety
Council 07-08.
> Nakheel BSC Sustainability Award - Babrala.
> Dun & Bradstreet - American Express Corporate Awards 2007.
> Press Relation Council of India (PRCI) award to Tata Chemicals for
Corporate Citizen of the year.
> Award for Excellence in the field of Industrial Relations (Federation
of Gujarat Industries, 2007).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Section 217 (1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is annexed hereto as Annexure
A and forms part of this Report.
PARTICULARS OF EMPLOYEES
The information as required under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 as
amended, is annexed hereto as Annexure B and forms part of this
Directors Report.
AUDITORS
M/s. S. B. Billimoria & Co., and M/S. N. M. Raiji & Co., Chartered
Accountants, who are the statutory auditors of the Company, hold office
until the ensuing Annual General Meeting and are eligible for
re-appointment. M/s. S. B. Billimoria has indicated that they do not
wish to seek re-appointment. It is proposed to appoint M/s. Deloitte
Haskins & Sells, Chartered Accountants along with M/s. N. M. Raiji &
Co, Chartered Accountants as statutory auditors for the year
2008-09.The members are requested to consider their appointment for the
current financial year 2008- 09 and authorize the Board of Directors to
fix their remuneration. Both the auditors have, under Section 224 (1B)
of the Companies Act, 1956, furnished certificates of their eligibility
for the appointment.
AUDITORS REPORT
The Auditors reported certain delays in deposit of TDS amount during
the year in the Report.
There were some delays in payment of TDS amount due to certain
technical problems at the time of re-configuration of SAP when
upgrading to a new ERP system and on account of delays in banking
caused by disruptions due to heavy flooding in Mithapur during the last
monsoon. The technical problems were identified, rectified and the
amount has been since deposited in the treasury account.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the Operating Management,
confirm that
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) they have in the selection of the accounting policies, consulted
the Statutory Auditors and have 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 at the end of
the financial year viz., March 31,2008 and of the profit of the Company
for the year ended on that date;
iii) they have taken proper and sufficient care, to the best of their
knowledge and ability, 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;
iv) they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for their
continued support and co-operation by Financial Institutions, Banks,
Government authorities and other stakeholders. Your Directors also
acknowledge the support extended by. the Companys Unions and all the
employees for their dedicated service.
On behalf of the Board of Directors
R. N.TATA
Chairman
Mumbai
Date June 24, 2008
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