We are pleased to present the twentieth Annual Report of the Company,
together with the audited financial statements and the auditors report
of your company for the financial year ended March 31, 2008.
The financial results of the Company for the year under review and
those of the previous year are given below:-
(Rs. in lacs)
For the year ended For the year ended
Gross turnover 43,001.33 39,069.98
Other income 545.50 322.80
Total income 43,546.83 39,392.78
Operating profit 13.026.45 10,363.07
Interest & finance charges 1,114.36 1,148.18
Depreciation 1,314.95 1,060.89
Profit before tax 10,597.14 8,154.00
Provision for tax
Current tax (including FBT) 1,839.00 1,588.38
Deferred tax 465.13 408.63
Prof it after tax 8,293.01 6,156.99
Add: Surplus brought forward 4,185.56 2,873.83
Add: Prior year adjustments (0.54) (1.93)
Surplus available for appropriation 12,478.03 9,028.89
Transfer to General Reserve 3,000.00 3,000.00
Proposed dividend 630.23 1,575.56
Dividend tax 107.11 267.77
Balance carried to Balance Sheet 8,740.69 4,185.56
Your Directors, considering the good performance, and in view of
further funds needed for various ongoing expansion programmes, are
pleased to recommend a dividend of Rs. 2 per share on 3,15,11,257
equity shares of Rs. 10 each for the financial year ended March 31,
2008, as compared to Rs. 5 per share in the previous year. The total
payout on dividend (including tax) will be Rs. 737.34 lacs as against
Rs. 1,843.33 lacs in the previous year.
During the year under review, the Company achieved a turnover of Rs.
363.26 crore as compared to Rs. 325.98 crore in the previous financial
year; representing an increase by 11.44% from the previous year. The
net profit after tax increased by 34.69% from Rs. 61.57 crore in the
previous financial year to Rs. 82.93 crore this year. The improved
performance was a result of a strong focus on operational efficiencies
through in-house technology.
The performance of the windmills at Dhule in Maharashtra remained
satisfactory and produced 35,11,198 Kwh wind energy and generated a
revenue of Rs. 125.81 lacs during the year under review.
Wholly-owned subsidiary in Hong Kong Himadri Global Investment Ltd is
the wholly-owned subsidiary of the Company. The financial statements of
the subsidiary company as required under Section 212 of the Companies
Act, 1956, is attached hereto forming a part of this report.
Consolidated Financial Statement
As stipulated in the Listing Agreement with the stock exchanges, the
Company has prepared Consolidated Financial Statements in accordance
with the relevant Accounting Standards issued by the Institute of
Chartered Accountants of India. The audited Consolidated Financial
Statements along with the Auditors Report thereon form part of the
Expansion, modernisation and diversification Carbon Black Project with
captive power plant
During the year under review, the Company has undertaken a project at
Mahistikry in West Bengal for the manufacture of carbon black with an
annual capacity of 50,000 MT and a captive power plant of 12 MW
capacity based on waste heat gas through forward integration. The cost
of the project will be financed partly by banks and financial
institutions and partly through the internal accruals. The plant is
expected to be operational by the end of the third quarter of the
current financial year.
Finance Issue of warrants on preferential basis
The Company with an object to part finance its ongoing expansion
program, and to meet the increased demand of working capital, has
issued 27,62,000 warrants convertible into equal number of shares
during the year on preferential basis to Citigroup Venture Capital
International Growth Partnership Mauritius Ltd. and promoters at a
premium of Rs. 416 per share in terms of the special resolution passed
by the Company at the Extraordinary General Meeting held on December 8,
The Company has received a sum of Rs. 2,588.46 lacs as deposit against
these warrants. The Company has obtained the necessary approval from
the stock exchanges for listing the resultant shares that are to be
issued upon conversion of these warrants.
The Board, with a view of giving effect to the various capital raising
proposals, during the year under review, has increased the authorised
capital of the Company from Rs. 33 crore divided into three crore
thirty lacs equity shares of Rs. 10 each to Rs. 35 crore divided into
three crore fifty lacs equity shares of Rs. 10 each by way of passing
an ordinary resolution at the Extraordinary General Meeting held on
December 8, 2007 and it was further increased to Rs. 40 crore, divided
into four crore equity shares of Rs. 10 each through the process of
Postal Ballot conducted on March 3, 2008, pursuant to Section 192A of
the Companies Act, 1956, read with the Companies (Passing of the
Resolution by Postal Ballot) Rules, 2001. The Board further proposed to
increase the authorised capital up to Rs. 50 crore.
The Company, during the year has been sanctioned enhanced working
capital facilities under multiple banking arrangements from the Central
Bank of India, State Bank of India, Citibank N.A, Yes Bank Limited and
The Hong Kong and Shanghai Banking Corporation Ltd and the Company has
been regular in servicing these debts.
Sri Damodar Prasad Choudhary and Sri S.K. Saraf, Directors of the
Company, retire by rotation and are eligible for reappointment.
Particulars of the Directors seeking reappointment are given in
annexure to the notice.
Particulars of employees
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, are not applicable, as none of the employees,
either employed throughout the financial year or part of the financial
year, received remuneration in excess of the limit prescribed under the
rules amended till date.
Conservation of energy, technology absorption and foreign exchange
earning and outgo
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given, pursuant to
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, forming part of this report.
Your Directors strive to attain high standards of Corporate Governance
while interacting with all our shareholders. As per Clause 49 of the
Listing Agreement, a separate section on Corporate Governance, along
with a certificate from the Auditors of the Company, confirming the
compliance of conditions of Corporate Governance, is given in Annexure
hereto forming part of this report.
Management Discussion and Analysis
A separate report on Management Discussion and Analysis as required
under the Listing Agreements with the stock exchanges is annexed hereto
forming part of this report.
Directors responsibility statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, the
Board of Directors hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures if any;
ii. We 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 at the end of the financial year and of the profit of the
Company for that period;
iii. We have 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;
iv. We have prepared the annual accounts on a going concern basis.
The Company has not accepted any deposit from the public within the
meaning of Section 58A and 58AA of the Companies Act, 1956, during the
The Statutory Auditors M/S. S. Jaykishan, Chartered Accountants,
retire at the ensuing Annual General Meeting and are eligible for
reappointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the limits
prescribed under Section 224(1-B) of the Companies Act, 1956, and they
are not otherwise disqualified within the meaning of Sub-Section (3) of
Section 226 of the Companies Act, 1956, for such appointment.
The notes to accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further explanation.
Listing with stock exchanges
The equity shares of the Company are continued to be listed with Bombay
Stock Exchange Limited (BSE), National Stock Exchange of India Limited
(NSE) and The Calcutta Stock Exchange Association Limited (CSE) and the
Company has been regular in paying the listing fees to the stock
Dematerialisation of shares
There were 3,02,12,001 equity shares of the Company held by the
shareholders in dematerialised form as on March 31, 2008, representing
95.88% of the total paid-up capital of the Company. The Companys
equity shares are compulsorily required to be traded in dematerialised
form; therefore, members are advised to expedite the process of
converting the physical shareholding into dematerialised form through
Industrial relations at all the works/units of the Company continued to
remain cordial during the year. Various measures were adopted by the
management to enhance efficiency, competency and skills of individual
employees through training programmes and motivation.
Your Directors greatly appreciate the commitment and dedication of all
the employees at all levels that has contributed to the growth and
success of the Company.
Your Directors wish to place on record their appreciation for the
continued support and cooperation extended to the Company by its
customers, suppliers, bankers, various regulatory and government
authorities. Your Directors also thank the shareholders for their
For and on behalf of the Board
Place : Kolkata D.P. Choudhary
Date : June 16, 2008 Chairman