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The Members,
Your Directors have pleasure in presenting the 29th Annual Report together
with Audited Accounts of the Company for the year ended on 31st March 2009.
FINANCIAL RESULTS
The summary of consolidated and standalone operating results for the year and appropriation of profits are
given below :
(Rs.in crore)
Consolidated Standalone
2008-09 2007-08 2008-09 2007-08
Sales 4898.71 3003.03 3354.06 2650.78
Operating Profits (EBIDTA) 667.68 421.57 499.98 390.26
Less : (i) Interest and Charges 74.85 19.83 47.41 7.92
(ii) Depreciation 288.01 236.34 244.38 226.65
Profit Before Exceptional Items & Tax 305.62 235.92 208.19 226.58
Less : (i) Exceptional Items 89.86 - 89.86 -
(ii) Tax Expenses 89.16 1.59 31.29 (3.15)
Profit for the year 126.60 234.33 87.04 229.73
Less : Previous years’ tax Adjustments (6.40) 11.82 (6.39) 12.18
Net Profit 133.00 222.51 93.43 217.55
Balance Brought Forward 126.92 79.09 114.00 71.13
Distributable Profits 259.92 301.60 207.43 288.68
Less : Transferred to General Reserve 100.00 100.00 100.00 100.00
Transferred to Capital Redemption Reserve 2.79 - 2.79 -
Dividend on Preference Shares 0.10 0.17 0.10 0.17
Proposed Dividend on Equity Shares 63.66 63.66 63.66 63.66
Tax on dividend 10.82 10.85 10.82 10.85
Balance carried to Balance Sheet 82.55 126.92 30.06 114.00
2
DIVIDEND b. Standalone Operating Results
Your Directors are pleased to recommend a dividend of On standalone basis, the Company during the Fy 09
Rs.4/- per equity share of Rs.5/- each for the financial has credibly managed adverse impacts from the sudden
year 2008-09 subject to approval of the shareholders and unforeseen volatility in the value chain. The year
in the ensuing Annual General Meeting, absorbing witnessed sudden and unprecedented pressures on
Rs.74.48 crore including tax on dividend. margins, especially due to cascading effects of energy
cost and depreciation of Rupee vis-à-vis other major
The Company has paid dividend of Rs.0.10 crore
currencies.
including tax on dividend, on redemption of 279285,
6% Redeemable Non-Cumulative Non-Convertible During the year under review prices of Crude, Non
Preference Shares of Rs.100/- each for the period from edible Oils, Coal, Coke and Sulphure displayed
1st April 2008 to 19th October 2008. unprecedented volatility both in terms of base price
and landed cost. Towards the second half of the year
In terms of the provisions of the Investor Education
prices stabilized and even started moderating. Once
and Protection Fund Rules 2001, Rs.2.06 lac has been
again, the Company’s strategy of self-sufficiency by way
transferred to the Investor Education and Protection
of backward integration helped in containing cost and
Fund during the year under review.
market pressures. Through mix of marketing strategy
Business Overview and effective working capital management the Company
maintained its margin in such turbulent time.
a. Consolidated Operating Results
Net Sales for the year increased to Rs. 3030.17 crore
Fiscal Year 2009 was watershed year in more than one from Rs.2332.21 crore in the previous year registering
ways. As the financial systems world over crumbled and an increase of 30% on standalone basis due to value
the regulators watched with utter bewilderment collapse growth consequent to spurt in input cost and generally
of epitomes of free markets, the global perspective stable volume.
radically changed on the role of the State in monitoring
economies. EBIDTA for the year under review increased to
Rs.499.98 crore as against Rs.390.26 crore in the
Fy 09 was challenging due to unprecedented economic previous year. However, the Net Profit during the year
downturn that followed the unforeseen volatility in decreased from Rs.217.55 crore to Rs.93.43 crore
commodity and money markets. The downturn triggered due to higher interest & Mark to Market Loss on debt
by sub-prime crisis forced USA & Europe into recession funded acquisition of Processed Minerals business and
and rest of the world too was affected in varying impairment of Rs.60.00 crore of Pharma Assets.
degrees from the global meltdown. On this backdrop,
the Company’s performance for Fy 09 has been Corporate Governance and Management Discussion
encouraging. The financial results for the Fy 09 reflect and Analysis
first full twelve months’ results of its USA Subsidiaries Your Board and Management have always practiced
and therefore not be comparable on consolidated basis the principles of Corporate Governance in endeavour to
with the previous year’s figures. create value for stakeholders. Pursuant to the Clause
Consolidated revenue is mainly derived from Soaps 49 of the Listing Agreement, a report on Corporate
& Surfactants, Processed Minerals and Pharma. Governance and Report on Management Discussion
Processed Minerals is new segment added in the and Analysis are annexed as part of the Annual Report.
previous fiscal year pursuant to acquisition of USA
based manufacturing facilities in December 2007. On
a consolidated basis, Net Sales of the Company grew
from Rs.2684.46 crore in FY 2007-08 to Rs.4574.82
crore in FY 2008-09 and EBIDTA increased from
Rs.421.57 crore to Rs.667.68 crore in FY 2008-09. As
against 3 months’ of operation of Processed Minerals
in Fy 08, the financials for the current year include full
12 months of the USA operations resulting in higher
proportion of Processed Minerals in the consolidated
financials this year as compared to previous year. Soaps
and Surfactants constituted 57.64% of net sales for the
Fy 09 as compared to 77.87% in the previous year.
The Company has achieved consolidated net profit of
Rs.133 crore during the year as compared to Rs.222.51
crore for the previous period.
3
Capital & bORROwINGs Products and Betalactum range of Products. These
products will be launched under “Nirlife” brand. The
During the year, there was no change in the equity share commercial production is expected to commence by
capital of the Company. Your Company has redeemed the end of the current fiscal year.
on maturity 279285, 6% Redeemable Non-Cumulative
Non-Convertible Preference Shares of Rs.100/- each at DIRECTORS
par on 19th October 2008 amounting to Rs.2.79 crore.
Shri Shrenikbhai K. Lalbhai, Shri A.P. Sarwan and Shri
As you are aware, your Company had acquired in Kalpesh A. Patel, Directors of the Company are liable to
December 2007 Searles Valley Minerals Inc. & Searles retire by rotation at the ensuing Annual General Meeting
Valley Minerals Operations Inc., the USA based producer and eligible for re-appointment, have offered themselves
of Processed Minerals, including Natural Soda Ash, for re-appointment. Shri Kalpesh A. Patel has been
Boron & Sodium Sulphate through its wholly owned re-appointed as Executive Director by the Board of
subsidiary Karnavati Holdings Inc. (KHI), USA, a special Directors at its meeting held on 29th January 2009
purpose vehicle for the acquisition. Bridge Loans taken subject to the approval of members at the forthcoming
for the acquisition have been replaced by a mix of direct General Meeting. Your Directors recommend their re-
borrowing in KHI and External Commercial Borrowings appointment. As per Section 274(1)(g) of the Companies
of USD 115 Million in the Company. During the year, Act, 1956, none of the directors of the Company are
Working Capital Limits from consortium of banks has disqualified from being re-appointed as director. Pursuant
been enhanced from Rs.550 crore to Rs.1000 crore. to the Clause 49 of the Listing Agreement, the detailed
particulars of the directors seeking re-appointment and
PROJECTS appointment have been provided in the notice of the
Your Directors are pleased to inform that the Pure Water ensuing Annual General Meeting.
Plant has been commissioned during the year at its
Kalatalav Chemical Complex in Bhavnagar Distrcit of DIRECTORS’ RESPONSIBILITY STATEMENT
Gujarat State, doubling the Vaccum Salt capacity from Pursuant to the requirement under Section 217(2AA)
800 TPD to 1600 TPD. In tendum, the Company has of the Companies Act, 1956, with respect to Directors’
also expanded its capacity of Utilities at the said Plant Responsibility Statement, it is hereby confirmed that:
by installing energy efficient CFBC Boiler and related
(i) in preparation of the annual accounts for the
paraphernalia.
financial year ended 31st March 2009, the applicable
240 TPD Caustic Soda facility at the same location accounting standards have been followed along with
is on the verge of completion and expected to be proper explanations relating to material departures
commissioned by September 2009. if any;
The Company began implementing Cement Project at (ii) directors have selected such accounting policies
Village Padhiarka in Taluka Mahuva of the Gujarat State. and applied them consistently and made judgments
Orders for long delivery machineries have been placed and estimates that are reasonable and prudent so
and Civil Contractor appointed for the project. The as to give a true and fair view of the state of affairs
Company has obtained requisite statutory clearances, of the Company as at 31st March 2009 and of the
including for environment for the Project and related profit of the Company for the year ended on that
Mining activities. However, the local residents of Mahuva date;
Taluka recently raised concerns about the setting up of
(iii) directors have taken proper and sufficient care for
Cement plant in the area. The State Government of
the maintenance of adequate accounting records in
Gujarat has appointed a high powered committee to
accordance with the provisions of the Companies
study the concerns raised against the Project and submit
Act, 1956, for safeguarding the assets of the
its recommendation. In the meantime, the Company
Company and for preventing and detecting fraud
has been directed by the State Government to stop all
and other irregularities; and
activities at the project site. A Public Interest Litigation
(PIL) has also been filed with the High Court of Gujarat (iv) directors have prepared the annual accounts of the
in the subject matter. The Court has referred the matter Company on a going concern basis.
to the committee appointed by the State Government.
The Company is making required representation with SUBSIDIARY COMPANIES
the Committee in the subject matter. Nirma Consumer Care Ltd., Karnavati Holdings Inc.,
The Company is strengthening its Pharma base by Searles Valley Minerals Inc., Searles Valley Minerals
investing in the formulation facilities for manufacturing Operations Inc., Searles Valley Residences LLC, Trona
different pharmaceutical formulations viz. Injectable Railway Company LLC and NATI LLC continue to be
Products, Oral Products, Cephaolsporin range of subsidiaries / step down entities of the Company.
4
Searles Valley Minerals Operations Inc., which owned AUDITORS & AUDITORS’ REPORT
Searles Domestic Water Company LLC in USA, has
acquired the title for its control on June 24, 2008. M/s. Hemanshu Shah & Co., Chartered Accountants,
Further, Searles Valley Minerals Inc. incorporated Ahmedabad, the Statutory Auditors, hold office until
Searles Valley Minerals Europe under the law of France the conclusion of the ensuing Annual General Meeting.
on November 4, 2008. They have confirmed that their re-appointment if made,
would be within the limits prescribed u/s 224(1B) of the
CONSOLIDATED financial statements Companies Act, 1956. Notes forming part of Accounts,
which are specifically referred to by the Auditors in their
The Consolidated Financial Statements pursuant to
report are self-explanatory and therefore, do not call for
clause 41 of the Listing Agreement entered into with
any further comments.
Stock Exchanges and prepared in accordance with
Accounting Standards prescribed by the Institute of Re-appointment of Cost Auditor
Chartered Accountants of India, for the financial year
ended March 31, 2009 are attached with this Report. Pursuant to the direction from the Ministry of Corporate
Affairs for appointment of Cost Auditor, your directors
In terms of the approval granted to the Company by have re-appointed Bhalchandra C. Desai as the Cost
Ministry of Corporate Affairs, Government of India vide Auditor of the Company for the year ending on 31st
its letter no. 47/294/2009-CL-III dated 20.07.2009, the March, 2010.
Company has been exempted from complying with
the provisions of sub section (1) of Section 212 of INSURANCE
the Companies Act, 1956, for the financial year under The Company’s plant, property, equipments and stocks
review. The key financial information of the subsidiaries/ are adequately insured against major risks.
entities have been disclosed in a brief abstract forming
part of this Annual Report. ACKNOWLEDGEMENT
FIXED DEPOSITS
The Company has not accepted any Public Deposits
during the year under review.
5
ANNEXURE TO DIRECTORS’ REPORT
Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 are set out as under :
A) Conservation of Energy
The energy conservation continued to be a priority area for the Company. All possible inbuilt measures have been
taken for energy conservation at the time of installation of plants and equipments. The particulars with respect
to conservation of energy as per Form A are given hereunder in respect of Sulphuric Acid Plant (SAP),Linear
Alkyl Benzene (LAB) Plant as well as Soda Ash plant of the Company.
FORM - A
1. Electricity
6
Current Year Previous Year
B. Consumption per
unit of production – – – – – –
standard (if any)
Product : *Sulphuric
– – – – – –
Acid / LAB / Soda Ash
B) Technology Absorption
Form: B
Technology Absorption, Adoption and Innovation
The Company has adopted the latest technology in its production process. Technology and equipments are partly
imported. These have improved the product quality and plant efficiency.
The technology for manufacturing of LAB, based on Solid Bed Alkylation process, also known as DETAL technology,
is provided by UOP Inter Americana, USA. This technology has following benefits over the conventional technology:
• Avoids usage of hazardous Hydro Fluoric (HF) acid
• Improves product quality
• Improves solubility and preferred for liquid detergents also
• Higher biodegradability
For Soda Ash project, the Company has imported Dry Lime Process Technology from M/s. Akzo Nobel Engineering
B V of The Netherlands. This technology has been selected to achieve the advantage of energy conservation,
reduction in steam comsuption as well as water requirement and less effluents. The technology for Vacuum Salt
based on Akzo’s three stage evaporation system is also successfully absorbed and the Company is producing
world class free flowing salt for the Indian market.
8
MANAGEMENT DISCUSSION AND ANALYSIS
CAUTIONARY STATEMENT
Some of the statements in the report describing the Company’s objectives, projections, estimates and expectations
may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. The forward-
looking statements have as their basis certain assumptions and expectations about behaviour or outcome of
future events and / or economic variables. The Company’s operations may be affected by these economic
conditions, demand / supply scenarios, price conditions, market conditions in which the Company operates,
changes in the Government Policies, changes in fiscal laws and other incidental factors. The Company therefore
does not guarantee that these future events and / or economic variable will materialize in the same way they
are assumed or projected. Actual performance of the Company could thus differ materially when compared with
projection made in the “forward looking statements”.
COMPANY’S PRODUCTS
The Company has diversified portfolio of Soaps and Surfactants, Pharma and Processed Minerals.
The Company is one of the leading consumer companies in India and chemical companies based out of Gujarat,
India. It is amongst the few brands that created market for itself. “Nirma and Nima” brands are household names
and have been rated several times in past as one of the best Indian brands. “Nirma” has been aptly labelled as
‘Marketing Miracle’ of our era and even been adjudged as one of the Super brands of India.
Soaps and Surfactants business include Soaps & Detergents as well as key chemicals and packaging required in
their manufacture. As a part of backward integration strategy, the Company has, in stages, set up manufacturing
facilities for Synthetic Soda Ash, Normal Paraffin, Linear Alkyl Benzene (LAB), Linear Alkyl Benzene Sulphonate,
Sulfuric Acid, Industrial Salt, Alpha Olefin Sulphonate, Glycerine, Fatty Acid and Packing. The Company also
operates the largest solar salt works of Asia.
In the year 2006-07, the Company forayed into Pharma business by acquiring a running IV Fluid plant spread
across 650 acres and located at Sachana near Ahmedabad. Since then the facility has been substantially
upgraded as well as expanded and is currently equipped with capacity of 250 mn Large Volume Parenterals, 1
Billion Small Volume Parenterals and 1.5 billion units of medical devices.
India’s soda ash consumption is rapidly increasing, growing at 5% compared with a 2% global growth. From
many comparisons, aggregate Indian capacity remains insignificant in comparison to China, Europe and the
USA. This is evident by the fact that Solvay’s global capacity is twice that of the entire Indian capacity. However,
India’s soda ash market is attracting global players making scale essential for Indian producers to remain
competitive. Sensing the need to expand its capacity and capabilities in the sector, the Company has acquired
a US based natural soda ash facility in the later part of 2007, taking the Company in top seven world producers
of the commodity. The Company acquired USA based Searles Valley Minerals Inc. & Searles Valley Minerals
Operations Inc., (SVM) engaged in processing of Soda Ash, Boron & Sodium Sulphate from Trona deposits
in the western USA. Trona is an evaporate mineral and is of primary importance in the soda ash market as a
competitor to synthetically produced material. Advanced solution mining and crystallization techniques of SVM
yield approximately two million tons of these minerals each year.
Currently the manufacturing facilities of the Company are located at Mandali in Dist. Mehsana, Moraiya in Dist.
Ahmedabad, Alindra in Dist. Vadodara, Kalatalav in Dist. Bhavnagar, Sachana in Dist. Ahmedabad and Searles
Valley, Ridgcrest in the USA.
9
OVERVIEW OF Sales
Soaps and Surfuctants
The sector is volume driven and characterized by low margins. The products are branded and backed by
marketing, heavy advertising, slick packaging and strong distribution networks. Also, raw material prices play
an important role in determining the pricing of the final product. Keys to success for this segment are brand-
building, extensive distribution network and control over raw materials. Your Company has established over the
years strong brand name, loyal nation-wide dealers’ network and millions of satisfied customers. The Company
continues to provide its customers the best quality products at a fair and competitive price through its experienced
and well-informed distributors across the country. The rural markets are the main growth drivers. The number of
households in rural areas using FMCG products has gone up from 136 mn in 2004 to 143 mn in 2007 implying
a CAGR of 1.7%. According to a McKinsey, rural India would become bigger than the total consumer market in
countries such as South Korea or Canada in another twenty years.
The growth in the sector was largely value growth, due to increase in input prices. Volume growth was moderate
as the Detergent and Soap has highest level of penetration in India. During the year under review, sales from
the Soaps & Detergent at Rs.2109.26 crore accounted for 43.06% of the gross sales on consolidated basis
and 62.89% of gross sales on standalone basis. Sales of Soda ash & Linear Alkyl Benzene at Rs.727.50 crore
from Indian operation accounted for 21.69% of the gross sales on standalone basis. The sector benefited from
reduction in excise duty.
The Year was very volatile and challenging for Soda Ash Industry. During the year the price and demand showed
zigzag movement. In the first six months of 2008, prices of raw materials and fuel such as Salt, Coal and Coke
rose continuously. The increased feed stock cost drove soda ash’s selling price to climb continuously
Pharma
Pharma business was no exception from impact of sudden spurt in raw material prices & stiff market competition.
During the year, the Company achieved Gross Sales on standalone basis Rs.140.74 crore from sales of 1026 lac
of Infusions and 2851 lac of Injectibles. The products are sold under the brand name of “Nirlife” and predominantly
through institutional sales. The Company has decided to expand its product range to include formulations and is
in the process of investing about Rs.130 crore in state of the art related facility and products from that facility
will be catered to more than 75 countries worldwide in years to come. The Company is also considering to
launch additional new products in critical care segment, covering anaesthetics, nephrology, blood component and
parental nutrition products, which will provide wider market coverage and better margins. The present market
share of the Company in parental products is 30% in volume terms.
Processed Minerals
Processed minerals manufactured in the USA based production facilities are marketed mainly in USA, Latin
America and Europe with some volume coming from Japan, China & Gulf countries. The products find application
in manufacture of container glass, flat glass, detergent, agricultural, and fire retardant industries.
Like most industries, processed minerals markets have been impacted by the worldwide recession. The glass
industry represents 50% of worldwide demand for soda ash and has been impacted by deterioration in the
construction and auto industries. For processed minerals, the markets are tied to the GDP growth rates,
standard of living and the need to conserve energy. The current recession causing a significant weakness in the
construction and the automobile industries has relatively more adversely affected the soda ash markets than the
boron markets. For the boron products, the weakness in the US housing sector has been partially offset by the
energy conservation legislation in the European Union, awareness to increase crop yield from boron deficiency
in Asian countries, Chinese incentives to purchase luxury items in the rural areas and new applications such
as TFT glass, solar panel parts etc.
The Company has taken various measures like looking to alternative markets, reallocation of labours,
implementation of maintenance programs etc. to counter the recessionary pressure in US market. Sales from
this segment for the year converted into INR stood at Rs.1544 crore which was 33.76% of consolidated net
sales of the Company.
RISK MANAGEMENT
Risk in varying degrees and form is integral to any business. The Company and its Subsidiaries are primarily
exposed to risk related to Sources as well as rate of key raw materials not manufactured internally, Exchange
Rate, Interest Rate and Information Technology.
Through planned and timely backward integration, the Company has partially mitigated risk arising from sourcing
and cost of its key raw materials, such as Soda Ash, LAB, Sulphuric Acid, Fatty Acids, Packaging Materials
and Industrial Salt. The Company would have been exposed to vagaries of market forces had it not installed
these manufacturing facilities in time. However, the significant risk of price movement still continues in respect
of Kerosene, HDPE Granule, Non-Edible Oils, Coal and Coke.
The Company has entered into Interest Rate Swap for all the ECBs. The Exchange Rate position in respect of
these loans has not been hedged as the Company believes that the Rupee in long term will revert in the vicinity
of draw down rates. Short Term Borrowing is mainly in Rupee and does not pose any major risk in terms of
movement of Interest Rate.
The Company’s internal IT Team has deployed enterprise wide financial information system software. The in
house management of IT infrastructure provides greater degree of flexibility to users and stability to management
reporting system.
The Company’s exposure to risk related to timely execution Project on hand continues from Caustic Soda and
Cement Project. However, the Company has highly experienced in house project team which has implemented
all the major projects undertaken by the Company in last ten years. To further mitigate the risk, the Company
has sourced best of the suppliers, consultants and contractors, having requisite experience, for both the projects.
However, the Company continues to be exposed to project risk emanating out short supply of labour, natural
factors such as heavy rains and other force majeure events.
The Company has adequate insurance coverage for various risks to its assets.
11
HUMAN RESOURCES
The management believes that the employees working at various locations and levels are performing vital
role to achieve success of the Company. They continuously play the significant role to deliver the credible
performance year after year. The management and employees of the Company are committed towards maintaining
of harmonious industrial relations. The Company provides safe and secure work environment for each and every
employee. It conducts periodic communication exercises to keep its employees apprised of their performance.
The Company also strongly believes in providing amicable and healthy working environment to its human assets.
The Company provides under umbrella of welfare and social security scheme, natural and accidental life insurance,
medical insurance for employees and their family, interest subsidies on housing and vehicle loans. Manufacturing
facilities of the Company are supported with canteens for providing hygienic food, and other modern facilities
including crèches for female employees.
FUTURE OUTLOOK
Soaps and Surfactants
India is world’s 12th largest consumer market. Indian FMCG was one of the few sectors world over that could
withstand brunt of global melt down and emerge without major damage. While high level of penetration prevented
perceptible volume growth, the burgeoning Indian middle class provided value growth in the sector to help the
industry players ward off the cascading effects on their margins. Willingness of the consumers to spend backed
by the ability to do so was instrumental in isolating the sector from effects of economic slow down. Timely
intervention by the Government in the form of policy measures provided much needed respite to the sagging
bottom lines of the companies.
The Soap and Detergent industry recorded value growth rates during the financial year. Going forward the growth
will be moderate or could even decline as most of the current growth was cost driven increase. Volume growth
for Detergent and Soap will continue to be marginal in view of high level of penetration in India. Much will also
depend on the pan India sufficiency of rains.
Soda Ash industry is characterized by high logistic costs, energy intensive, high capital investments & cyclicality
akin to commodity product. Hence key to success lies in better integration, conservative financial policies, export
focus and cost conscious business practices. Demand-supply situation in China, business plan of American Natural
Soda Ash Corporation, demand from glass & detergent industry and crude oil prices are the major determinants
of international soda ash prices. In recent years imports from the China constantly rise year by year. The share
of imports of Soda Ash from China increased from 0.44% in 2005-06 to 2.59% in April-Sep-08. On 21st April
2009, Indian Govt. has imposed safeguard duty of 20 % on import of soda ash from China, as increased imports
from China had caused Market disruption to domestic industry of soda ash.
Pharma
India is the one of the largest market worldwide and is one of the largest exporting countries in pharmaceutical
market due to edge over others. The growth prospects in pharmaceutical market are very promising and the
sector is growing at more than double digit in the domestic market.
The Company has decided to enter into complete range of pharmaceutical formulations, like liquid, oral, solid
dosage, semi solid and injectibles. In short time of about 2 years, the Company has already established leadership
position and the brand “Nirlife” and Company’s presence in the Healthcare business is well established. On
completion of pharmaceutical formulation facility, the Company will be the only major set up worldwide having
12
Parental Products, Medical Devices and Pharmaceutical Formulations under one roof. This will be unique position
and will be a great opportunity for the Company to establish market in the field of Healthcare worldwide.
The Company is also in the process of registration of its products in more than 50 countries and once the
products of the Company are registered and all related formalities are over, the Company will have substantial
business from those country markets. All the new products considered for future launch have huge potential in
these counties and in years to come ‘Nirlife’ brand will be well recognized brand in the domestic market and
worldwide.
Processed Minerals
Glass and construction industries have recently stabilized and are poised for recovery beginning in the fourth
quarter. Full recovery is anticipated to be accelerated in developing economies while demand in developed
countries will lag by as much as two years.
Soda Ash market is expected to recover as the global economy recovers strength. However, the pricing is not
expected to improve due to significant overcapacity in China and a new facility in Turkey. As the US housing
industry improves, boron markets are expected to have even stronger growth. Demand for boron-based minerals,
considered a leading indicator of economic activity, has stabilized and is increasing.
The Company also has the ability to export into a variety of end-uses and countries in order to optimize its
customer portfolio. Demand is wide-spread geographically and the customer base is highly fragmented. In
addition, substantial portion of the market is sold on a spot basis. These dynamics provide greater flexibility
and allow the Company to quickly realize the gains associated with a recovery of economy.
US based soda ash production is well positioned from a cost perspective to compete in world markets. To
maintain profitability for soda ash, the Company is addressing cost position through new technology and process
de-bottlenecking. The boron products profitability is being addressed through a combination of factors involving
improvement of process efficiencies to yield more tons and the marketing of the products to specific end-use
applications yielding higher realizations.
Projects
The Pure Water Plant has already been commissioned at Bhavnagar, Gujarat. Consequently, Vacuum Salt
production capacity has doubled to 1600 TPD. The project for utilities expansion for meeting additional Pure
Water capacity as well as upcoming Caustic Soda Plant has also been completed.
240 TPD Caustic Soda plant has been put up at Kalatalav is on verge of completion and expected to commence
commercial production in September 2009.
The Company is also in the process of developing state of art manufacturing facilities and same is expected to
be operational before March 2010.
The Company’s project implementation of 1.91 mn ton Cement Project at Mahuva, Gujarat is under hold as
the Government of Gujarat through a notification has stayed all the activities at the site pending report of the
high powered committee appointed by the Government to report on the merits of the issues raised by local
residents of the area. The stay has been given until July 31, 2009 when further directions will be received from
the Government.
13
CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
2. BOARD OF DIRECTORS
2.1 Composition:
i) The Board of Directors comprises 10 Directors with a Non-Executive Chairman. There are 8
Non-Executive Directors out of 10 directors and of which 6 are Independent Directors. The
Board’s composition is in conformity with the Clause 49 of the Listing Agreement entered into
with the Stock Exchanges.
ii) The Independent Directors of the Company are experienced, competent and renowned persons
from their respective field. The Independent Directors take active part at the Board and Committee
meetings which adds value in the decision making process.
iii) The names and categories of Directors of the Company, their attendance at Board Meetings &
last Annual General Meeting held during the year and the number of Directorships and Committee
Chairmanship / Membership held by them in other Companies as on 31st March 2009 are given
below. The Directorship does not include alternate directorship, directorship of private limited
companies, Section 25 companies and companies incorporated outside India.
No. of Directorships and Committee Chairmanship /
Attendance Particulars
Membership in other Public Limited Companies
Attendance Attendance
Name of the Director Category at at Company’s Committee
Committee
Company’s last Annual Directorship Chairmanships*
Memberships*
Board General
Meetings Meeting
Dr. K. K. Patel Chairman 6/6 Yes – – –
Non-Executive / Promoter
Shri Rakesh K. Patel Vice Chairman 6/6 Yes – – –
Non-Executive / Promoter
Shri Shrenikbhai K. Lalbhai Non-Executive / 6/5 – 1 – –
Independent
Shri Pankaj R. Patel Non-Executive / 6/4 – 9 4 2
Independent
Shri Rajendra D. Shah Non-Executive / 6/6 Yes 1 – –
Independent
Shri A. P. Sarwan Non-Executive / 6/4 – 2 – 1
Independent
Shri Chinubhai R. Shah Non-Executive / 6/5 Yes 13 4 6
Independent
Shri Kaushikbhai N. Patel Non-Executive / 6/6 Yes 2 – –
Independent
Shri Kalpesh A. Patel Executive Director 6/6 Yes – – –
Shri Hiren K. Patel Managing Director / 6/6 Yes 1 – –
Promoter
* Chairmanship / Membership of Audit Committee and Shareholders’ / Investors’ Grievance Committee are considered.
14
2.2 Details about the Re-appointment of Directors
Shri Shrenikbhai K. Lalbhai, Director, Shri A. P. Sarwan, Director and Shri Kalpesh A. Patel, Executive
Director of the Company are retiring by rotation at the ensuing Annual General Meeting and being
eligible for Re-appointment as Directors. Shri Kalpesh A. Patel has been re-appointed as Executive
Director of the Company for the period of 5 years w.e.f. 1st April 2009 subject to the approval of the
Members of the Company at the ensuing General Meeting.
Pursuant to the requirement of Clause 49 of the Listing Agreement, the information about the Directors
proposed to be reappointed is mentioned in the Notice of the 29th Annual General Meeting.
3. AUDIT COMMITTEE
The Audit Committee of the Directors of the Company has been constituted pursuant to Section 292A of
the Companies Act, 1956 and Clause 49 of the Listing Agreement.
Number of Meetings
Name of the Member Category Status
attended
Shri Rajendra D. Shah Non Executive / Independent Chairman 5/5
Shri Kaushikbhai N. Patel Non Executive / Independent Member 5/5
Shri Rakesh K. Patel Non Executive / Promoter Member 5/5
4. REMUNERATION COMMITTEE
4.1 Composition
The Remuneration Committee has been constituted, even though non-mandatory requirement as per
the Listing Agreement. The Committee comprises 3 Non-Executive Directors namely Shri Rajendra D.
Shah, Chairman, Shri Kaushikbhai N. Patel and Shri Rakesh K. Patel as Members.
16
5.1 Terms of Reference
The terms of reference of the Committee are :
i. To redress the investors’ grievances / complaints viz. non-receipt of transferred shares, non-receipt of
dividend etc.
ii. To look after transfer and transmission of shares, sub-division & consolidation
iii. Issue of duplicate share certificate etc.
iv. Ensure proper and timely attendance and Redressal of investors’ queries and grievances
6 OTHER COMMITTEE
In addition to above referred Committees, the Board of Directors has also constituted the undermentioned
non-mandatory Committees to look into various business matters :-
Name of the Committee Business Members as on 31st March, 2009
Investment Committee Mainly to borrow money, make Shri Rajendra D. Shah
investments, loans and to provide Shri Rakesh K. Patel
guarantees / securities as may be Shri Hiren K. Patel
required pursuant to the powers Shri Kalpesh A. Patel
given by the Board of Directors. *Shri Kaushikbhai N. Patel
Committee of Directors Mainly to act on the Scheme of Shri Rajendra D. Shah
Demerger and to resolve any issues Shri Hiren K. Patel
that may arise from time to time. Shri Kaushikbhai N. Patel
* Inducted as a member w.e.f. 28th April, 2008
% of the votes
Sr. in favour of the
Type of Votes in Votes Invalid
Description resolution compared
No. Resolution favour against votes
to valid utilized votes
(Approx)
1 Special Resolution un- Special Resolution 131160741 2219 855073 100
der Section 17 of the
Companies Act, 1956,
for an alteration of the
Object Clause of the
Memorandum of As-
sociation
2 Special Resolution un- Special Resolution 131160156 2647 854402 100
der Section 149(2A)
of the Companies Act,
1956, for commence-
ment of new business
/ activities
8 DISCLOSURES
(a) Disclosure of Material Transactions :
During the year under review, there were no materially significant related party transactions with the
promoters, the management or their relatives or subsidiaries etc. that have a potential conflict with the
interest of the Company at large. Transaction with related parties entered into by the Company in the
normal course of business, were placed before the Audit Committee.
Details of related party transactions as required by Accounting Standards (AS-18) are included in the
Notes to the Accounts.
(b) Compliance :
The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory
Authorities on all matters relating to Capital Markets during the last three years. The Stock Exchanges,
SEBI or Statutory Authorities relating to the above, have imposed no penalties or strictures on the
Company.
18
(e) MANAGING DIRECTOR CERTIFICATION
(i) Declaration regarding Code of Conduct
As required by Clause 49(1)(D)(ii) of the Listing Agreement, I hereby declare that Management
has confirmed compliance with the Code of Conduct as adopted by the Company.
To,
The Board of Directors
Nirma Limited, Ahmedabad
I, Hiren K. Patel, Managing Director of the Company, hereby certify that:
a. I have reviewed financial statement and cash flow statement of Nirma Limited for the year ended
31st March 2009 to the best of my knowledge, belief and state that:
i) these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
ii) these statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of my knowledge and belief, no transactions entered into by the Company
during the year that are fraudulent, illegal or violative of the Company’s Code of Conduct.
c. I accept responsibility for establishing and maintaining internal controls for financial reporting and
that I have evaluated the effectiveness of internal control systems of the Company pertaining to
financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which I am aware and the steps I have
taken or proposed to take to rectify these deficiencies.
d. I have indicated to the Auditors and Audit Committee;
i) significant changes if any, in internal control over financial reporting during the year;
ii) significant changes if any, in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
iii) instances of significant fraud of which I have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
Yours Sincerely
9 MEANS OF COMMUNICATION
1. Quarterly Results are published in prominent daily newspapers. All these Results including the entire
Report and Accounts are posted on the SEBI’s Electronic Data Information Filing and Retrieval Systems
(EDIFAR) website.
2. Information relating to the Shareholding Pattern is also displayed on the SEBI’s EDIFAR website.
3. Management Discussion and Analysis report forms part of this Annual Report of the Company.
19
10 GENERAL SHAREHOLDERS’ INFORMATION
1. Annual General Meeting 29th Annual General Meeting
Date and Time 29.09.2009 at 11.00 a.m.
Venue Tagore Hall, Near Sanskar Kendra, Paldi, Ahmedabad - 380 007
2. Financial Year 12 months ended on 31st March, 2009
3. Dates of Book Closure 21.09.2009 to 29.09.2009 (both days inclusive)
4. Dividend Payment Date The Dividend if declared, shall be paid / credited on or
after 1st October, 2009
5. a. Listing at Stock Exchanges 1. Bombay Stock Exchange Ltd. (BSE)
1st Floor, New Trading Ring, Floor 25, Phiroze
Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
2. National Stock Exchange of India Ltd. (NSE)
“Exchange Plaza”, C-1, Block G, Bandra - Kurla
Complex, Bandra (East) Mumbai - 400 051
b. Depository 1. National Securities Depository Ltd.
4th Floor, ‘A’ Wing, Trade World, Kamala Mills
Compound, Senapati Bapat Marg,
Lower Parel, Mumbai - 400 013
2. Central Depository Services (India) Ltd.
28th Floor, P. J. Towers, Dalal Street,
Fort, Mumbai - 400 023
c. ISIN INE091A01029
6. Equity Stock Code
• Bombay Stock Exchange Ltd. 500308
• National Stock Exchange of India Ltd. NIRMA
7. Registrars and Share Transfer Agent M/s. Sharepro Services (India) Pvt. Limited
Samhita Complex, Gala No-52 to 56, Bldg No.13 A-B,
Near Sakinaka Telephone Exchange, Andheri-Kurla Road,
Sakinaka, Mumbai - 400 072
Tel. No. 022-67720300/67720400
Fax No. 022-28591568
Email: sharepro@shareproservices.com
8. Dematerialization of shares and Liquidity 99.61% of existing equity shares have been dematerialized.
9. Plant locations 1. Block No. 16/B, Ahmedabad Mehsana Highway, P.O.
Mandali, Dist. Mehsana - 382 732, Gujarat.
2. Village: Moraiya, Post Chacharwadi Vasna,
Near Modern Denim Bavla Road, Taluka: Sanand,
Dist. Ahmedabad - 382 213 Gujarat.
3. Alindra Detergent Complex, P. O. Alindra, Tal. Savli,
Dist. Baroda - 391 775, Gujarat.
4. Bhavnagar Chemical Complex, P. O. Kalatalav, Dist.
Bhavnagar - 364 313. Gujarat.
5. Wind Farm Project at Survey No. 691, Village Dhank,
Taluka Upleta, Dist. Rajkot, Gujarat.
6. Nirlife Pharma Complex, Survey No. 358-369,
Village Sachana, Taluka Viramgam,
Dist. Ahmedabad - 382 150, Gujarat.
20
10. Investors Correspondence To the Registrars and Share Transfer Agent at Mumbai or
at Secretarial Department, Nirma House, Ashram Road,
Ahmedabad –380 009, Gujarat
Compliance Officer Shri Paresh Sheth, Company Secretary
11. Listing Fees The Company has paid the Listing Fees for the year 2008-09
12. Financial Calendar (tentative)
Financial Year 1st April 2009 to 31st March 2010
Results for the Quarter ending
30th June 2009 End of July 2009
30th September 2009 End of October 2009
31st December 2009 End of January 2010
Annual Results for financial year Within 3 months of the close of the financial year
ended 31st March, 2010 (Audited)
Annual General Meeting 2009-10 In accordance with Section 166 of the Companies Act, 1956
21
(B) SHAREHOLDING PATTERN AS ON 31.03.2009
SHAREHOLDERS SHARES
HOLDINGS
NUMBER % to Total NUMBER % to Total
LESS THAN 500 54116 94.62 2435763 1.53
500 – 1000 2197 3.84 1516333 0.95
1001 – 2000 298 0.52 448036 0.28
2001 – 3000 260 0.46 630525 0.40
3001 – 4000 41 0.07 147392 0.09
4001 – 5000 89 0.16 400377 0.25
5001 – 10000 80 0.14 537488 0.34
10001 – 9999999 110 0.19 153026368 96.16
Total 57191 100 159142282 100
The above report was placed before the Board of Directors at its meeting held on 29th July, 2009 and the
same was approved.
22
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members
Nirma Limited
Ahmedabad
We have examined the compliance of the conditions of Corporate Governance by Nirma Limited (“the Company”)
for the year ended 31st March 2009 as stipulated in Clause 49 of the Listing Agreement executed with the Stock
Exchanges, where the securities of the said Company are listed.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial
statements of the Company.
In our opinion and to the best of our information and explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
H. C. Shah
Place : Ahmedabad Proprietor
Date : July 29, 2009 Membership No. 36441
23
Auditors’ Report
To,
The Members
Nirma Limited
Ahmedabad
1. We have audited the attached Balance Sheet of the Nirma Limited, as at 31st March 2009 and also the
Profit and Loss Account and also the Cash Flow statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India
in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we annex hereto a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
4. Refer note no 8 of Notes to Accounts in Schedule 19 regarding the scheme of Demerged undertaking.
The company has taken over Demerged undertaking of Core Healthcare Ltd. (CHL) under the composite
scheme of Arrangement sanctioned by the Hon’ble High Court of Gujarat by order dated 1st March, 2007.
The appointed date for this purpose was 1st December, 2004 and the effective date is 7th March, 2007.
Three parties have filed appeal against this order before the Division Bench of Hon’ble High Court of Gujarat
and their appeal, which has been admitted, is pending. The company has given effect to the above scheme
subject to the decision in appeal before the Hon’ble High Court.
5. Further to our comments in the Annexure referred to in paragraph (3) & (4) above, we report that:
a) We have obtained all the information and explanations, which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b) In our opinion, the Company has kept proper books of account, as required by law, so far as appears
from our examination of the books.
c) The Balance Sheet and Profit and Loss Account, dealt with by this report, are in agreement with the
books of account.
d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with
the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.
e) On the basis of the written representations received from the directors, as on 31st March, 2009 and
taken on record by the Board of Directors, we report that none of the directors of the Company are
disqualified as on 31st March, 2009 from being appointed as a director, in terms of clause (g) of sub-
section (1) of Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to the explanations given to us, the
said accounts give the information required by the Companies Act, 1956 in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India.
(i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009, and
(ii) In the case of Profit and Loss Account, of the Profit for the year ended on that date.
(iii) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.
For Hemanshu Shah & Co.
Chartered Accountants
H. C. Shah
Place : Ahmedabad Proprietor
Date : June 20, 2009 Membership No. 36441
24
ANNEXURE TO AUDITORS’ REPORT
Referred to paragraph (3) thereof
1. (a) The Company has maintained proper records except for assets acquired from the Demerged Undertaking
showing full particulars including quantitative details and situation of fixed assets on the basis of available
information.
(b) As explained to us, the fixed assets have been physically verified by the management during the year
except fixed assets acquired from Demerged Undertaking in phased periodical manner, which in our
opinion, is reasonable, having regard to the size of the Company and nature of its assets. To the best
of our knowledge, no material discrepancies have been noticed on verification.
(c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and
the going concern status of Company is not affected.
2. (a) The inventories other than that of with third parties have been physically verified by the management
at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the
third parties.
(b) In our opinion and according to the information and explanations given to us the procedures for physical
verification of inventories followed by the management are reasonable and adequate in relation to the
size of the Company and the nature of its business.
(c) In our opinion, the Company has maintained proper records of inventories. The discrepancies between
the physical stocks and the book stocks are not material and have been properly dealt with in the
books of account.
3. In respect of loans, secured or unsecured, granted or taken by the Company to and from companies, firms
or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.
(a) During the year the company has taken loan from three parties amounting to Rs.320.95 Crore. The
maximum amount involved during the year was Rs.320.95 crore and the year-end balance of such loan
taken was Nil. Further during the year, company has also taken unsecured loan from two companies
amounting to Rs.582.65 Crore. The maximum amount involved during the year was Rs.392.23 Crore
and the year-end balance was Rs.66.78 Crore.
b) In our opinion and according to information and explanation given to us, the rate of interest, wherever
applicable and other terms and condition are not prima facie prejudicial to the interest of the company.
c) The company was regular in payment of principal amount and interest as per the terms of the said
loan.
d) There is not overdue amount of more than Rupees one lacs in respect of the loan granted/taken to
any parties listed in the register maintained under section 301 of the Companies Act,1956. Accordingly
para 4 (III) (d) of the Order are not applicable.
4. In our opinion and according to the information and explanations given to us, there is an internal control
system commensurate with the size of the Company and the nature of its business with regard to purchase
of inventories, fixed assets and also for the sale of goods & services. During the course of our audit, no
major weaknesses have been noticed in the internal control system.
5. In respect of transactions covered under Section 301 of the Companies Act, 1956:
(a) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements, that needed to be entered into the register maintained under
Section 301 of the Companies Act,1956 have been so entered.
(b) In our opinion and according to the information and explanations given to us, there are no transactions
in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the
Companies Act, 1956 aggregating during the year to Rs.5,00,000/-(Rupees Five Lacs only) or more in
respect of any party.
6. The Company has not accepted any deposits from the public.
25
7. The Company has a system of internal audit, which in our opinion, is commensurate with the size of the
Company and nature of its business.
8. The Central Government has prescribed the maintenance of cost records under section 209(1) d of the
Companies Act 1956 in respect of certain manufacturing activities of the Company. We have broadly reviewed
the accounts and records of the Company in this connection and are of the opinion, that prima facie, the
prescribed accounts and records have been made and maintained. We have not, however, made the detailed
examination of the same.
9. (a) According to the records, information and explanations provided to us, the Company is generally regular in
depositing with appropriate authorities undisputed amount of provident fund, employees’ state insurance,
income-tax, sales-tax, service tax and any other statutory dues applicable to it and no undisputed
amounts except Sales tax of Rs.3.67 Crore, payable were outstanding as at 31st March, 2009 for a
period of more than six months from the date they became payable.
(b) Following are the details of disputed Income Tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty
and Stamp Duty that have not been paid to the concerned authorities.
26
16. In our opinion and according to the information and explanations given to us, term loans have been applied
for the purpose for which they were raised.
17. According to the information and explanations given to us and on an overall examination of the Financial
Statements of the Company and after placing reliance on the reasonable assumptions made by the Company
for classification of long term and short term usages of funds, we are of the opinion that prima facie as at
the close of the year no Short term funds have been utilized for long term investments.
18. During the year, the Company has not made any preferential allotment of shares to parties and companies
covered in the register maintained under Section 301 of the Act.
19. The Company has not issued any debenture during the year.
20. The Company has not raised any money by public issue during the year.
21. Based upon the audit procedures performed and information and explanations given to us, we report that
no fraud on or by the company has been noticed or reported during the year.
27
Balance Sheet as at 31st March, 2009
Rs.in crores
As at As at
Schedule 31.03.2009 31.03.2008
I SOURCES OF FUNDS
Shareholders’ Funds
Share capital 1 79.57 82.36
Reserves and surplus 2 2521.47 2502.62
2601.04 2584.98
Loan Funds
Secured loans 3 1048.12 182.54
Unsecured loans 4 85.67 261.40
1133.79 443.94
3734.83 3028.92
II APPLICATION OF FUNDS
Fixed Assets 5
Gross block 4048.53 3738.92
Less : Depreciation 2129.59 1826.96
Net block 1918.94 1911.96
Add : Capital work-in-progress 243.08 259.61
2162.02 2171.57
Investments 6 539.77 45.85
Current Assets, Loans & Advances
Inventories 7 600.27 635.16
Sundry debtors 8 250.49 216.37
Cash and bank balances 9 213.59 72.65
Loans and advances 10 599.59 500.86
1663.94 1425.04
Less : Current Liabilities and Provisions 11
Current liabilities 189.93 195.46
Provisions 135.28 129.68
325.21 325.14
Net Current Assets 1338.73 1099.90
Deferred tax liabilities (Net) 12 305.69 288.40
1033.04 811.50
3734.83 3028.92
Notes forming part of accounts 19
As at As at
31.03.2009 31.03.2008
SCHEDULE - 1
SHARE CAPITAL
AUTHORISED
280000000 Equity shares of Rs.5 each 140.00 140.00
1000000 6% Redeemable non cumulative non convertible
preference shares of Rs.100 each 10.00 10.00
150.00 150.00
ISSUED AND SUBSCRIBED
159175666 Equity shares of Rs.5 each 79.59 79.59
Nil 6% Redeemable non cumulative non convertible
preference shares of Rs.100 each (P.y.279285 shares) 0.00 2.79
79.59 82.38
PAID UP
159142282 Equity shares of Rs.5 each 79.57 79.57
Add : Forfeited shares [Rs.2000(p.y.Rs.2000)]
Nil 6% Redeemable non cumulative non convertible
preference shares of Rs.100 each (p.y.279285 shares) Nil 2.79
NOTES:-
1. 1. Of the above shares, 35572914 equity shares of Rs.5 each and
279285 6% Redeemable non cumulative non convertible preference
shares of Rs.100 each have been allotted as fully paid up pursuant
to the scheme of amalgamation / scheme of demerger without
payment being received in cash. Preference shares were redeemed
during the year.
2. Company has made allotment of 90998368 equity shares of Rs.5
each on exercising option by the warrant holders at a premium of
Rs. 40 per share (for share of Rs.10 each). 32584 equity shares
of Rs.5 each were kept in abeyance due to court order.
79.57 82.36
30
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 2
RESERVES AND SURPLUS
CAPITAL RESERVE
As per last year 360.66 346.68
Add : Deferred tax assets Nil 85.00
Less : Assets of Demerged Undertaking written off Nil 71.02
360.66 360.66
CAPITAL REDEMPTION RESERVE
As per last year 0.02 0.02
Add : Transferred from profit and loss account 2.79 Nil
2.81 0.02
SHARE PREMIUM
As per last year 222.70 222.70
GENERAL RESERVE
As per last year 1805.24 1706.89
Add : Transferred from profit and loss account 100.00 100.00
Less : Charge on account of Transitional Provisions of retirement
benefit under Accounting Standard 15 Nil 1.65
1905.24 1805.24
BALANCE IN PROFIT AND LOSS ACCOUNT 30.06 114.00
2521.47 2502.62
31
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 3
SECURED LOANS
(See Notes No.5 & 12)
Loans in foreign currency
Long term
External Commercial Borrowings (ECBs) 583.51 Nil
Short term
Buyers Line of Credit 29.39 Nil
SCHEDULE - 4
UNSECURED LOANS
(See Note No.6)
Short term loans from banks in foreign currency Nil 87.94
Non convertible debentures Nil 140.00
Inter corporate deposits 66.80 33.37
Trade Deposits 18.83 0.05
Interest free sales tax deferment loan under sales tax
incentive scheme of Government of Gujarat 0.04 0.04
(guaranteed by directors)
85.67 261.40
32
Schedule - 5
FIXED ASSETS
Rs.in crores
33
equipments 19.03 0.66 Nil 19.69 12.09 1.16 0.24 13.01 6.68 6.94
8. Vehicles 29.64 4.34 1.24 32.74 15.68 3.25 1.13 17.80 14.94 13.96
Total 3738.92 311.36 1.75 4048.53 1826.96 304.44 1.81 2129.59 1918.94 1911.96
Previous year 3649.80 94.04 4.92 3738.92 1604.99 226.65 4.68 1826.96 1911.96
Capital work
in progress 243.08 259.61
Notes :
1. Building includes (Rs.1000) in respect of shares held in co-op housing society.
2. Capital work in progress includes advance against capital expenditure Rs.35.21 crores (p.y.Rs.5.28 crores).
3. Freehold land of Rs.0.31 crore and fixed assets of Demerged Undertaking are yet to be transferred in the name of the company.
4. Asset impairment of Rs.60 crores included in depreciation during the year under the head of building Rs.20 crores and plant and machinery
Rs.40 crores.
5. Rs.0.06 crores depreciation provided for previous year has been included under the heading depreciation during the year.
6. Rs.0.24 crores excess depreciation of earliers year has been written back under the head depreciation in deduction/adjustments during the year.
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 6
INVESTMENTS (At cost) [Long term]
Investments in Government securities (Unquoted)
National Saving Certificate and Kisan Vikas Patra lodged
with various authorities [Rs.39000 (p.y. Rs.39000)]
Trade Investment
In Equity Shares (Unquoted)
P.Y.
100 100 Nutan Nagarik Sahakari Bank Ltd. each of Rs.25
[Rs.2500 (p.y. Rs.2500)]
57020 57020 The Kalupur Comm.Co.Op.Bank Ltd. each of Rs.25 0.14 0.14
0.14 0.14
Investments in shares of subsidiary company
Fully paid-up equity shares (Unquoted)
P.Y.
10001000 10001000 Karnavati Holdings Inc each of US $ 0.001 533.38 39.46
(Invested during the year Rs.493.92 crores towards
additional paid-in-capital)
460000 460000 Nirma Consumer Care Ltd. each of Rs.10 0.46 0.46
533.84 39.92
Investments in shares and debentures (Fully paid-up, other than trade)
In Equity Shares (Quoted)
P.Y.
15000 15000 Tata Consultancy Services Ltd. each of Rs.1 0.64 0.64
305451 305451 National Thermal Power Corporation Ltd. each of Rs.10 1.89 1.89
20000 20000 Punjab National Bank Ltd. each of Rs.10 0.78 0.78
(p.y. 7152 shares sold during the year)
10000 10000 IL& FS Investment Ltd. each of Rs.10 0.13 0.13
73558 73558 Reliance Petroleum Ltd. Each of Rs.10 0.44 0.44
22018 22018 Bank of Baroda Ltd. each of Rs.10 0.51 0.51
(p.y.50000 shares sold during the year)
4.39 4.39
In Equity Shares (Listed but not Quoted)
P.Y.
1000000 1000000 Inlac Granston Ltd. each of Rs.10 1.00 1.00
Less : Provision for diminution in value 1.00 1.00
Nil Nil
In Equity Shares (Unquoted)
P.Y.
100000 100000 Enviro Infrastructure Company Ltd. each of Rs.10 0.10 0.10
0.10 0.10
Investments in shares of associate Fully paid equity shares (Unquoted)
P.Y.
1300000 1300000 Kanak Castor Products Pvt. Ltd. each of Rs.10 1.30 1.30
1.30 1.30
539.77 45.85
Aggregate book value of Investments :
Unquoted 535.38 41.46
Quoted [Market Value Rs.8.44 crores (p.y.Rs.10.70 crores)] 4.39 4.39
539.77 45.85
34
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 7
INVENTORIES
Stores and spares 237.03 211.59
Raw materials [Including goods in transit Rs.6.35 crores 157.74 249.15
(p.y.Rs.13.64 crores)]
Stock in process 45.56 40.58
Finished goods 159.94 133.84
600.27 635.16
SCHEDULE - 8
SUNDRY DEBTORS (Unsecured)
More than six months
Considered good 13.09 20.19
Considered doubtful 1.03 1.03
14.12 21.22
Less : Provision for doubtful debts 1.03 1.03
13.09 20.19
Others Considered good 237.40 196.18
250.49 216.37
SCHEDULE - 9
CASH AND BANK BALANCES
Cash on hand 0.51 0.60
[Including cheques on hand Rs.0.12 crore (p.y.Rs.0.23 crore)] 0.51 0.60
35
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 10
LOANS AND ADVANCES (Unsecured)
Advances recoverable in cash or in kind or for value to be received
considered good [Including Rs.3.87 crores & Rs.nil due from 192.11 180.51
subsidiary companies - Nirma Consumer Care Ltd.
and Karnavati Holdings Inc respectively
(p.y.Rs.2.05 crores and Rs.1.82 crores)]
considered doubtful 49.74 49.74
241.85 230.25
Less : Provision for doubtful advances 49.74 49.74
192.11 180.51
Foreign Currency Monetary Item Translation Difference Account 59.73 Nil
(See Note No.12)
Balance with central excise department 20.85 23.87
Income tax net of provision for taxation 326.90 296.48
599.59 500.86
SCHEDULE - 11
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Sundry creditors :
Dues of micro, small and medium enterprises (See Note No.13) 0.71 0.37
Others [Including Rs.0.75 crore due to subsidiary company
Karnavati Holdings Inc.(p.y. Rs.Nil)] 153.14 164.94
153.85 165.31
Advances from customers 32.28 29.04
Interest accrued but not due 3.29 0.65
36
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 12
DEFERRED TAX LIABILITIES (NET)
DEFERRED TAX LIABILITIES
Depreciation 431.22 415.37
431.22 415.37
DEFERRED TAX ASSETS
Carried forward MAT 53.93 36.36
Carried forward Loss 65.26 85.00
Disallowance under Income Tax Act 6.34 5.61
125.53 126.97
305.69 288.40
37
Rs.in crores
2008-2009 2007-2008
SCHEDULE - 13
OTHER INCOME
Job charges income (Note 1 below) 0.09 0.19
Exchange rate difference 3.63 3.88
Profit on sale of assets (net) 0.34 0.03
Profit on sale of investments Nil 1.24
Claims and refunds 0.51 1.05
Benefit on settlement of loan 1.60 1.53
Dividend 0.20 0.21
Miscellaneous income (Note 2 below) 2.41 5.52
8.78 13.65
Note: Tax deducted at source included in
1. Job charges income Nil 0.10
2. Miscellaneous income 0.06 0.34
SCHEDULE - 14
INCREASE / (DECREASE) IN STOCK
CLOSING STOCK
Stock in process 45.56 40.58
Finished goods 159.94 133.84
205.50 174.42
LESS : OPENING STOCK
Stock in process 40.58 35.44
Finished goods 133.84 113.02
174.42 148.46
31.08 25.96
SCHEDULE - 15
CONSUMPTION OF RAW MATERIALS
Opening stock of raw materials 235.51 207.32
Add : Purchases and expenses 1338.63 1112.43
Less : Sales of raw materials 23.86 0.18
Closing stock of raw materials 151.39 235.51
1398.89 1084.06
SCHEDULE - 16
PAYMENTS TO AND PROVISION FOR EMPLOYEES
Salaries, wages and bonus 87.06 72.11
Contribution to provident fund and other funds 9.52 7.48
Welfare expenses 2.42 2.06
99.00 81.65
38
Rs.in crores
2008-2009 2007-2008
SCHEDULE - 17
MANUFACTURING, ADMINISTRATIVE AND SELLING EXPENSES
Consumption of stores and spare parts 61.45 51.04
Power and fuel expenses 401.06 278.53
Excise duty provided on stocks (1.56) (0.66)
Processing charges 24.35 16.35
Rent expenses 1.80 1.65
Repairs and maintenance
To building 1.82 0.69
To machinery 9.09 9.11
To others 4.36 0.46
15.27 10.26
Insurance expenses 2.83 4.87
Rates and taxes 9.83 10.16
Payments to auditors
Audit fees 0.10 0.10
Taxation matters 0.14 0.10
Others matters 0.06 Nil
0.30 0.20
Directors’ fees 0.04 0.04
Discount on sales 78.34 57.05
Commission on sales 5.99 5.20
Freight and transportation expenses 159.12 136.91
Sales tax expenses 166.84 143.66
Advertisement expenses 44.25 40.96
Exchange rate difference 17.04 3.63
Donation 0.25 0.15
Sales promotion expenses 3.68 9.62
Bad debts written off 4.02 0.53
Other expenses * 54.56 44.55
1049.46 814.70
* Includes prior period adjustments(net) Rs.(6.54) crores [p.y.Rs.(4.99) crores].
SCHEDULE - 18
INTEREST AND CHARGES
Non-convertible debentures/bonds 11.99 8.70
Fixed loans 41.98 6.53
Others 4.64 4.96
Financial charges 12.98 3.12
71.59 23.31
Less :
Interest income (Note below) 24.18 15.39
47.41 7.92
Note : Tax deducted at source included in Interest income 2.70 0.96
39
SCHEDULE - 19
NOTES FORMING PART OF THE ACCOUNTS:
1. SIGNIFICANT ACCOUNTING POLICIES:
(A) General
(I) The accounts of the Company are prepared under the historical cost convention using the
accrual method of accounting. However, insurance claims and other than cash compensatory
incentives are accounted on the basis of receipt.
(II) Accounting policies not specifically referred to otherwise are consistent and in consonance with
generally accepted accounting principles.
(D) Depreciation
(I) Depreciation, on fixed assets, has been provided in the accounts at the rates specified in
Schedule XIV of the Companies Act, 1956 as under.
(II) Depreciation on fixed assets is provided on Written Down Value method, except in case of Alindra,
Kalatalav-Bhavnagar, Moraiya, Sachana, Udaipur, Mahuva Divisions and various Marketing Depots
which are on Straight Line method.
(III) Intangible assets and Software are amortised in 10 years and 6 years respectively.
(IV) Depreciation on additions is calculated pro rata from the month’s following month of addition.
(V) Depreciation on assets sold/discarded, during the year, has been provided upto the preceding
month of sale/discard.
(E) Investments
Long term investments are stated at cost.
(G) Sales
Sales, net of returns, include excise duty, sales tax and subsidy but trade discount and incentive
schemes are separately booked as expenditure.
40
(H) Prior period and extraordinary items
Items of income and expenditure pertaining to prior period as well as extraordinary items, where material,
are disclosed separately.
41
2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN ACCOUNTS :
(Rs. in crores)
As at As at
31.03.2009 31.03.2008
(IV) For excise duty (appeals decided in favour of the Company 111.42 108.90
Rs.107.71 Crores p.y. RS.107.71 crores)
(V) Disputed liabilities for Custom duty and Excise duty of the 4.50 4.50
Demerged Undertaking, as per the Financial Statement of CHL
as certified by Statutory Auditor of CHL
1150.93 992.67
(E) Company has given Corporate Guarantee in favour of lenders for 659.62 860.79
securing loans extended to Karnavati Holding Inc., Searles Valley
Minerals Inc. and Searles Valley Minerals Operations Inc (Wholly
owned Subsidiaries)
(*) Income - tax department has raised demands by making various additions/ disallowances. The Company
is contesting demand, in appeals, at various levels. However, based on legal advice, the Company does
not expect any liability in this regard.
3. Borrowing cost capitalised during the year Rs. 21.87 crores (p.y. Rs.13.02 crores) including Rs. Nil pertaining
to previous year (p.y. Rs. 6.71 crores)
42
4. Total Managerial Remuneration include under the head “Payments to and Provision for Employees”
(Rs. in crores)
5. Secured Loans
External Commercial Borrowings (ECBs)
The External Commercial Borrowings are secured by first pari-passu charge on movable plant and machineries
situated at Bhavnagar, Gujarat and by pledge of shares of Karnavati Holdings Inc. held by the Nirma Limited.
Short Term Buyers Line of Credit and Loans and Advances from Banks.
The loans from banks are secured on pari-passu basis, by a first charge, by way of hypothecation of specified
stock of raw materials, stock in process, finished goods, other merchandise being movable, book debts, both
present and future and by way of second charge on specified fixed assets, both present and future, of the
Company.
6. Unsecured Loans
Floating Rate Non Convertible Debentures:
Secured Floating Rate Non Convertible Debentures (FRNCD) aggregating to Rs. Nil (p.y Rs. 140 crores)
together with interest and other charges due in respect thereof are to be secured by way of mortgage of
immovable properties which shall rank pari-passu with the charges to be created by the Company. The said
FRNCDs are redeemable with interest on the expiry of 364 days from the deemed date of allotment. However
the investor/ company shall have the option to put/call the FRNCD any day from the date of allotment.
7. As per Accounting Standard 15 “Employees Benefits” (Revised 2005)the disclosures of Employees Benefits
are defined in the Accounting Standard are given below:
(I) Pursuant to the transitional provision of Accounting Standard (AS) 15 (Revised) on “Employee Benefits”,
an amount of Rs. Nil has been debited to the General Reserve(p.y. Rs.1.65 crores). The said amount
represents the difference between the liability in respect of various employee benefits determined under
AS 15 (Revised) as on April 1, 2007 and the liability that existed as on that date as per AS 15 prior
to the revision.
(II) Defined Contribution plan
Contribution to Defined Contribution Plan, recognized as expenses for the year are as under:
(Rs. in crores)
2008-2009 2007-2008
Employer’s Contribution to Provident Fund 6.27 5.67
43
(Rs. in crores)
2008 - 2009 2007- 2008
Gratuity Leave Gratuity Leave
(Funded) Encashment (Funded) Encashment
(Unfunded) (Unfunded)
a. Reconciliation of opening and closing
balances of Defined Benefit obligation
Defined Benefit obligation at beginning of the year 8.52 3.00 7.20 2.36
Defined Benefit obligation at beginning of the year
of Nirma Consumar Care Ltd (*) 0.52 0.18 Nil Nil
Current Service Cost 1.42 0.33 1.06 0.40
Interest Cost 0.71 0.25 0.59 0.19
Actual (gain) / loss 1.45 0.59 0.46 0.64
Benefits paid (1.05) (0.58) (0.79) (0.59)
Defined Benefit Obligation at the year end. 11.57 3.77 8.52 3.00
b. Reconciliation of opening and closing balances
of fair value of plan assets
Fair value of plan assets at beginning of the year 4.83 3.95
Fair value of plan assets at beginning of the year
of Nirma Consumar Care Ltd (*) 0.42 Nil
Expected return on plan assets 0.48 0.39
Actuarial gain / (loss) 0.04 0.01
Employer contribution 0.64 1.27
Benefits paid (1.05) (0.79)
Fair value of plan assets at the year end 5.36 4.83
c. Reconciliation of fair value of assets and
obligation
Fair value of plan assets 5.36 Nil 4.83 Nil
Present value of obligation (11.57) (3.77) (8.52) 3.00
Amount recognised in Balance Sheet (6.21) (3.77) (3.69) 3.00
45
14. (A) Figures of previous year have been regrouped wherever necessary.
(B) Figures have been presented in ‘crores’ of rupees with two decimals. Figures less than Rs.50,000 have
been shown at actual in brackets.
15. Earnings per equity share (EPS)
2008-2009 2007-2008
(Rs.in crores) (Rs.in crores)
(I) Profit for basic and diluted earning per share
Net Profit 87.04 229.73
Adjustment
Add / Less : Provision of taxation of earlier years written back/
provided during the year (6.39) 12.18
Less : Final dividend on preference shares
(including tax on dividend) (p.y. proposed dividend) 0.10 0.20
Net Profit (for basic) (a) 93.33 217.35
Net Profit (for diluted) (b) 93.33 217.35
(II) Weighted average number of equity shares (Face value of Rs.5 per share)
For Basic earning per share (c) (Nos.) 159142282 159142282
For Diluted earnings per share (d) (Nos.) 159142282 159142282
(III) Earning per share (Weighted Average) (Face value of Rs.5 per share)
Basic (a / c) 5.86 13.66
Diluted (b / d) 5.86 13.66
16. The names of related parties with relationship and transactions with them are disclosed as under.
(A) Relationship:
(I) Shareholders :
Shri Karsanbhai K. Patel, Smt. Shantaben K. Patel, Shri Rakeshbhai K. Patel, Shri Hirenbhai K.
Patel, Shri Ambubhai M. Patel, Kargil Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings
Pvt. Ltd., Banihal Holdings Pvt. Ltd. and Kulgam Holdings Pvt. Ltd. are holding totally 77.17%
equity shares in the Company.
(II) Subsidiaries of the Company : (Wholly Owned)
(a) Wholly Owned-Direct Holding : Nirma Consumer Care Limited, Karnavati Holdings Inc. USA
(b) Indirect Holding : Searles Valley Minerals Operations Inc (SVMO) USA, Searles Valley
Minerals Inc. (SVM) USA, wholly owned subsidiaries of Karnavati Holdings Inc USA.
Searles Domestic Water Company LLC, Searles Valley Residences LLC,Trona Railway
Company LLC, NATI LLC wholly owned by SVMO., Searles Valley Minerals Europe (wholly
owned by SVM w.e.f 04.11.08)
(III) Associates Entities :
Kargil Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings Pvt. Ltd., Banihal Holdings Pvt.
Ltd., Kulgam Holdings Pvt. Ltd., Nirma Credit & Capital Ltd., Nirma Industries Pvt. Ltd. (Converted
into Private Ltd. w.e.f. 20.02.2009), Nirma Chemical Works Pvt. Ltd. (Converted into Pvt. Ltd.
w.e.f. 25.02.2009), Saurashtra Chemicals Ltd., Baeurer Infotech Ltd., Nefron Ltd., Mahuva Port
and Infrastructure Pvt Ltd,. Kanak Castor Products Pvt. Ltd., Nirma Education and Research
Foundation, Nirma University, Nirma Labs, Trona Export Terminals LLC, USA.
(IV) Key Management Personnel :
Shri Hirenbhai K. Patel - Managing Director
Shri Kalpeshbhai A. Patel - Executive Director
(V) Relatives
Shri Karsanbhai K. Patel, Smt. Shantaben K. Patel, Shri Rakeshbhai K. Patel, Shri Ambubhai
M. Patel, Smt. Keyuriben R. Patel and Smt. Rajalben H.Patel.
46
(B) The following transactions were carried out with the related parties referred in above in the
ordinary course of business.
(Rs. in crores)
Subsidiary Associates Key Management
Relatives
Companies Entities Personnel
(1) Sales return (net of Sales) 0.05
(0.79)
(2) Sales of material 0.14 5.63
(Nil) (5.50)
(3) Commission Income (Rs.2355)
Nil
(4) Sales promotion expenses Nil
(8.89)
(5) Purchase of finished goods 5.43 Nil
(Nil) (117.00)
(6) Purchase of material 135.72
(0.01)
(7) Purchase of Fixed Assets Nil 0.51
(0.37) (Nil)
(8) Interest income 0.03 Nil
(0.41) (Rs.47838)
(9) Commission expenses Nil
(Rs.6196)
(10) Exchange Rate Gain 0.13
(Nil)
(11) Salary & wages expenses 0.84
(0.79)
(12) Rent expenses (Rs.30000)
(0.12)
(13) Directors’ fees 0.01
(0.01)
(14) Interest expenses 18.65 1.32 0.87
(0.03) (Nil) (Nil)
(15) Share Investment 493.92 Nil
(39.46) (1.30)
(16) Advance recovered for land Nil
purchase (0.15)
(17) ICD / Loan – taken / given (net) 1.89 582.65 201.84 119.11
(9.33) (Nil) (Nil) (Nil)
(18) ICD / Loan – recovered 1.93 Nil
Nil (52.46)
(19) ICD / Loan – repaid 563.59 201.84 119.11
(7.17) (Nil) (Nil)
(20) Redemption of Preference shares 2.75 (Rs.1500)
(Nil) (Nil)
(21) Reimbursement / recoverable Nil
expenses (0.02)
(22) Earmarking of credit limit 13.00
(Nil)
(23) Corporate guarantee in favour of 659.62
lenders for securing loans (860.79)
(24) Processing charges 7.34
(1.46)
(25) Net closing balance - debit 3.11 Nil
(43.32) (0.71)
(26) Net closing balance - credit 74.28
(Nil)
47
17. Information pursuant to Clause 32 of the Listing Agreement
Loans and Advances in the nature of loan to subsidiaries :
(Rs. In crores)
Balance as at Maximum outstanding
Name of Company 31st March,2009 During the year
Nirma Consumar Care Ltd. 3.87 (p.y. 2.05) 9.95 (p.y. 14.86)
Karnavati Holdings Inc. Nil (p.y. 1.82) 1.82 (p.y. 1.82)
18. C.I.F. VALUE OF IMPORTS, REMITTANCES, EXPENDITURE AND EARNINGS IN FOREIGN CURRENCY :
(Rs. in crores)
Particulars 2008-2009 2007-2008
(A) C.I.F. value of imports
Raw materials 255.84 214.50
Spare parts 45.23 125.70
(B) Expenditure in foreign currency 39.31 6.65
(C) Dividend remitted in Foreign Currency (No of Share held 21200
p.y.21200 Dividend for the year 2007-08) 0.01 0.01
(D) Earnings in foreign currency
Export of goods 154.28 55.71
Others (claims and freight) 0.02 Nil
2008-2009 2007-2008
Particulars
Qty (MT) (Rs. in crores) Qty (MT) (Rs. in crores)
(A) Raw materials consumption
Chemicals and perfumes 1634126 1008.65 1554865 789.60
Oils and fats 43468 181.58 45017 143.89
Others 208.66 150.57
1398.89 1084.06
48
20. LICENSED AND INSTALLED CAPACITY (in Tonnes)
INSTALLED CAPACITY
(A) Licensed capacity not indicated for all products due to the abolition of industrial licences as per notification
No. S.O. 477 (E), Dated 25th July, 1991
(B) * Not Ascertainable.
(C) The installed capacity as shown above has been certified by management and not verified by the
auditors, being a technical matter.
49
21. STOCK, PRODUCTION AND TURNOVER :
(I) Opening & Closing Stock
(Rs.in crores)
SIGNATURES TO SCHEDULE 1 TO 19
As per our report of even date
For Hemanshu Shah & Co. Hiren K. Patel Dr. K. K. Patel
Chartered Accountants Managing Director Chairman
H. C. SHAH
Proprietor PARESH SHETH Rajendra D.Shah
Membership No.36441 Company Secretary Director
Place : Ahmedabad
Date : June 20, 2009
50
STATEMENT PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I. Registration details
Registration No. 04-3670 State Code 04
Balance Sheet Date 31.03.2009
II. Capital raised during the year (Amount Rs.in thousands)
Public issue Right issue
Nil Nil
Bonus issue Private placement
Nil Nil
III. Position of mobilisation and deployment of funds (Amount Rs.in thousands)
Total liabilities Total assets
37348358 37348358
SOURCES OF FUNDS
Paid-up capital Reserves & surplus
795713 25214777
Secured loans Unsecured loans
10481148 856720
APPLICATION OF FUNDS
Net fixed assets Investments
21620210 5397705
Net current assets * Misc. expenditure
10330443 Nil
Accumulated losses
Nil
* Including deferred tax liabilities (net)
51
Cash flow statement for the year ended 31st March, 2009
Rs.in crores
2008-2009 2007-2008
A Cash flow from operating activities :
Net Profit before tax 118.33 226.58
Assets Impairment 60.00 Nil
Notional exchange loss on revaluation of ECBs 29.86 Nil
Depreciation 244.44 226.65
Interest (net) 47.41 7.92
Exchange rate diffrence (3.63) (3.88)
( Profit ) / loss on sale of fixed assets (net) (0.34) (0.03)
Benefit on settelement of loan (1.60) 1.53
Dividend (0.20) (0.21)
Bad Debt written off 4.02 0.53
Profit on sale of investment Nil (1.24)
Provision of expenses of earlier years written back Nil (70.89)
379.96 160.38
Operating profit before working capital changes 498.29 386.96
Adjustments for :
Trade and other receivables (41.17) 84.25
Inventories 34.89 (149.15)
Trade payables 1.81 (19.05)
(4.47) (83.95)
Cash generated from operations 493.82 303.01
Interest paid (71.59) (23.31)
Direct taxes paid (38.03) (59.77)
(109.62) (83.08)
Net cash from operating activities 384.20 219.93
B Cash flow from investing activities :
Purchase of fixed assets (294.83) (311.44)
Sale of fixed assets 0.28 0.27
Sale of Investment Nil 2.85
Purchase of investments (493.92) (40.76)
Interest received 24.18 15.39
Dividend received 0.20 0.21
Net cash used in investing activities (764.09) (333.48)
(379.89) (113.55)
C Cash flow from financing activities :
Change in loans and deposits (1.92) 6.95
Redemption of Preferance Share (2.79) Nil
Proceed from borrowings 882.75 382.88
Repayment of borrowings (282.49) (263.79)
Dividend paid ( Including dividend tax ) (74.72) (2.61)
Net cash used in financing activities 520.83 123.43
Net increase in cash and cash equivalents 140.94 9.88
Cash and cash equivalents (opening) 72.65 62.77
Cash and cash equivalents (closing) 213.59 72.65
Note : (1) Previous year’s figures have been regrouped, wherever necessary, to confirm to this year’s classification
Place : Ahmedabad Dr. K. K. Patel Hiren K. Patel Rajendra D. Shah Paresh Sheth
Date : June 20, 2009 Chairman Managing Director Director Company Secreatry
Auditors’ Certificate
We have verified the above cash flow statement with the books and records maintained by Nirma Limited and certify that, in
our opinion and according to the information and explanations given to us, the above statement is in accordance therewith.
For, Hemanshu Shah & Co.
Chartered Accountants
Place : Ahmedabad H. C. Shah
Date : June 20, 2009 Proprietor
Membership No.36441
52
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
Nirma Consumer Karnavati Searles Valley Searles Valley Minerals
Name of Subsidiaries / Entities
Care Limited Holdings Inc.* Minerals Inc.* Operations Inc.*
Financial Year ended on 31.03.2009 31.03.2009 31.03.2009 31.03.2009
Number of shares in the subsidiaries held by Nirma Limited at the 4,60,000 10001000 Nil Nil
above date
Percentage of Holding 100 100 Nil Nil
Rs. Crore Rs. Crore Rs. Crore Rs. Crore
Net aggregate amount of subsidiary’s Profits/(Losses) so far it concerns
the members of the Holding Company not dealt with in the Holding
Company’s Accounts
i) For the Current financial year 0.02 39.45 29.77 28.47
ii) For the previous financial year since it become subsidiary 0.32 –11.69 10.44 8.24
Net aggregate amount of Profits / (Losses) of subsidiary which has been
dealt with in the Accounts of Holding Company
i) For the current financial year Nil Nil Nil Nil
ii) For the previous financial year since it become subsidiary Nil Nil Nil Nil
53
Financial Year ended on 31.03.2009 31.03.2009 31.03.2009 31.03.2009 31.03.2009
Number of shares in the subsidiaries held by Nirma Limited at the Nil Nil Nil Nil Nil
above date
Percentage of Holding Nil Nil Nil Nil Nil
Rs. Crore Rs. Crore Rs. Crore Rs. Crore Rs. Crore
Net aggregate amount of subsidiary’s Profits/(Losses) so far it concerns
the members of the Holding Company not dealt with in the Holding
Company’s Accounts
i) For the Current financial year 0.16 –0.32 17.89 –14.90 –0.32
ii) For the previous financial year since it become subsidiary –0.07 –0.03 4.46 –2.48 N.A.
Net aggregate amount of Profits / (Losses) of subsidiary which has
been dealt with in the Accounts of Holding Company
i) For the current financial year Nil Nil Nil Nil Nil
ii) For the previous financial year since it become subsidiary Nil Nil Nil Nil N.A.
* Converted in Rs.as per Exchange Rate of Rs.50.74 per USD as on 31st March 2009
Dr. K. K. Patel Rajendra D. Shah
Chairman Director
54
Searles Domestic Searles Valley Trona Railway NATI LLC * Searles Valley
Particulars
Water Company LLC * Residences LLC * Company LLC * Minerals Europe*
Financial year ended on 31.03.2009 31.03.2009 31.03.2009 31.03.2009 31.03.2009
Capital (including additional paid in capital) 1.89 –2.58 149.36 –146.40 3.77
Reserves (retained earnings) 0.06 –0.37 23.52 –18.04 –0.56
Liabilities –0.29 2.95 –143.69 187.53 0.95
Total Liabilities 1.66 0.00 29.19 23.09 4.16
Total Assets 1.66 0.00 29.19 23.09 4.16
Investments (other than investment in subsidiaries) Nil Nil Nil Nil Nil
Turnover 2.02 0.00 49.54 28.67 4.50
Profit Before Taxation 0.16 –0.32 17.89 –14.90 –0.32
Provision for Taxation 0.00 0.00 0.00 0.00 0.00
Profit After Taxation 0.16 –0.32 17.89 –14.90 –0.32
Proposed Dividend Nil Nil Nil Nil Nil
* Converted in Rs.as per Exchange Rate of Rs.50.74 per USD as on 31st March 2009
The Annual Accounts of the subsidiary companies and related detailed information will be made available to any member of the Company and
subsidiary companies seeking such information at any point of time. The Annual Accounts of subsidiary Companies will also be kept for inspection
by any member at the Registered Office of the Company and that of subsidiary companies concerned.
Nirma Limited - Consolidated
55
Balance Sheet as at 31st March, 2009
Rs.in crores
As at As at
Schedule 31.03.2009 31.03.2008
I SOURCES OF FUNDS
Shareholders’ Funds
Share capital 1 79.57 82.36
Reserves and surplus 2 2481.90 2509.60
2561.47 2591.96
Loan Funds
Secured loans 3 1200.80 1043.33
Unsecured loans 4 466.22 261.40
1667.02 1304.73
4228.49 3896.69
II APPLICATION OF FUNDS
Fixed Assets 5
Gross block 4695.93 4332.51
Less : Depreciation 2187.30 1841.04
Net block 2508.63 2491.47
Add : Capital work-in-progress 255.42 289.18
2764.05 2780.65
Investments 6 6.36 5.56
Current Assets, Loans & Advances
Inventories 7 888.21 795.63
Sundry debtors 8 561.73 439.18
Cash and bank balances 9 270.62 101.52
Loans and advances 10 621.08 549.51
2341.64 1885.84
Less : Current Liabilities and Provisions 11
Current liabilities 359.14 337.70
Provisions 260.60 215.08
619.74 552.78
Net Current Assets 1721.90 1333.06
Deferred tax liabilities (Net) 12 263.82 222.58
1458.08 1110.48
4228.49 3896.69
Notes forming part of accounts 19
As at As at
31.03.2009 31.03.2008
SCHEDULE - 1
SHARE CAPITAL
AUTHORISED
280000000 Equity shares of Rs.5 each 140.00 140.00
1000000 6% Redeemable non cumulative non
convertible preference shares of Rs.100 each 10.00 10.00
150.00 150.00
58
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 2
RESERVES AND SURPLUS
CAPITAL RESERVE
As per last year 360.66 346.68
Add : Deferred tax assets Nil 85.00
Less : Assets of Demerged Undertaking written off Nil 71.02
360.66 360.66
SHARE PREMIUM
As per last year 222.70 222.70
GENERAL RESERVE
As per last year 1799.30 1701.68
Add : Transferred from profit and loss account 100.00 100.00
Less : Currency fluctuation reserve 86.12 0.68
Less : Charge on account of Transitional Provisions of retirement
benefit under Accounting Standard 15 Nil 1.70
1813.18 1799.30
BALANCE IN PROFIT AND LOSS ACCOUNT 82.55 126.92
2481.90 2509.60
59
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 3
SECURED LOANS
(See Notes No.8 & 15)
Long term
External Commercial Borrowings (ECBs) 583.51 Nil
Short term
Buyers Line of Credit 29.39 Nil
SCHEDULE - 4
UNSECURED LOANS
(See Note No.9)
Long term loans from bank 152.22 Nil
Short term loans from banks in foreign currency Nil 87.94
Short term loans from banks 228.33 Nil
Non convertible debentures Nil 140.00
Inter corporate deposits 66.80 33.37
Trade deposits 18.83 0.05
Interest free sales tax deferment loan under sales tax
incentive scheme of Government of Gujarat (guaranteed by directors) 0.04 0.04
466.22 261.40
60
Schedule - 5
FIXED ASSETS
Rs.in crores
61
equipments
9. Vehicles 31.28 9.43 1.24 39.47 16.02 3.53 1.13 18.42 21.05 15.26
Total 4332.51 365.17 1.75 4695.93 1841.04 348.07 1.81 2187.30 2508.63 2491.47
Previous year 3651.46 687.18 6.13 4332.51 1606.23 240.72 5.91 1841.04 2491.47
Capital work in progress 255.42 289.18
Notes :
1. Building includes (Rs.1000) in respect of shares held in co-op housing society.
2. Capital work in progress includes advance against capital expenditure Rs.35.21 crores (p.y.Rs.5.28 crores)
3. Freehold land of Rs.0.31 crore and fixed assets of Demerged Undertaking are yet to be transferred in the name of the company.
4. Gross Block of fixed assets Rs.Nil (p.y.Rs.51.54 Crores) and depreciation fund Rs.Nil (p.y.Rs.4.38 crores) of Karnavati Holding Inc. and its
subsidiaries included in respective addition during the year.
5. Asset impairment of Rs.60 crores included in depreciation during the year under the head of building Rs.20 crores and plant and machinery
Rs.40 crores.
6. Rs.0.06 crore depreciation provided for previous year has been included under the heading depreciation during the year.
7. Rs.0.24 crore excess depreciation of earliers year has been written back under the head depreciation in deduction/adjustments during the year.
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 6
INVESTMENTS (At cost) [Long term]
Investments in Government securities (Unquoted)
National Saving Certificate and Kisan Vikas Patra lodged with
various authorities [Rs.42000 (p.y. Rs.42000)]
Trade Investment
In Equity Shares (Unquoted)
P.Y.
100 100 Nutan Nagarik Sahakari Bank Ltd. each of Rs.25
[Rs.2500 (p.y. Rs.2500)]
57040 57040 The Kalupur Comm.Co.op.Bank Ltd. each of Rs.25 0.14 0.14
0.14 0.14
Investments in shares and debentures (Fully paid-up, other than trade)
In Enquity Shares (Quoted)
P.Y.
15000 15000 Tata Consultancy Services Ltd. each of Rs.1 0.64 0.64
305451 305451 National Thermal Power Corporation Ltd. each of Rs.10 1.89 1.89
20000 20000 Punjab National Bank Ltd. each of Rs.10 0.78 0.78
(p.y. 7152 shares sold during the year)
10000 10000 IL& FS Investment Ltd. each of Rs.10 0.13 0.13
73558 73558 Reliance Petroleum Ltd. each of Rs.10 0.44 0.44
22018 22018 Bank of Baroda Ltd. each of Rs.10 0.51 0.51
(p.y.50000 shares sold during the year)
4.39 4.39
In Equity shares (Listed but not Quoted)
P.Y.
1000000 1000000 Inlac Granston Ltd. each of Rs.10 1.00 1.00
Less : Provision for diminution in value 1.00 1.00
Nil Nil
In Equity Shares (Unquoted)
P.Y.
100000 100000 Enviro Infrastructure Company Ltd. each of Rs.10 0.10 0.10
0.10 0.10
Investments in shares of associates
Fully paid equity shares (Unquoted)
P.Y.
1300000 1300000 Kanak Castor Products Pvt. Ltd. each of Rs.10 1.30 1.30
(Including Goodwil of Rs.1.30 crores)
Add/Less : Share of profit/loss in associates 0.43 0.37
1.73 0.93
6.36 5.56
Aggregate book value of Investments :
Unquoted 1.97 1.17
Quoted [Market Value Rs.8.44 crores (p.y. Rs.10.70 crores)] 4.39 4.39
6.36 5.56
62
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 7
INVENTORIES
Stores and spares 337.78 265.92
Raw materials 165.82 267.60
[Including goods in transit Rs.6.35 crores(p.y.Rs.13.64 crores)]
Stock in process 49.61 42.30
Finished goods 335.00 219.81
888.21 795.63
SCHEDULE - 8
SUNDRY DEBTORS (Unsecured)
More than six months
Considered good 13.19 20.19
Considered doubtful 1.03 1.03
14.22 21.22
Less : Provision for doubtful debts 1.03 1.03
13.19 20.19
Others
Considered good 548.54 418.99
Considered doubtful 4.11 0.01
552.65 419.00
Less : Provision for doubtful debts 4.11 0.01
548.54 418.99
561.73 439.18
SCHEDULE - 9
CASH AND BANK BALANCES
Cash on hand 0.52 0.93
[Including cheques on hand Rs.0.12 crore(p.y.Rs.0.53 crore)]
0.52 0.93
BANK BALANCES WITH SCHEDULED BANKS
In current account (See Note No.13) 67.13 53.34
In unclaimed dividend account 0.37 0.32
In fixed deposit account 201.95 46.29
269.45 99.95
BANK BALANCES WITH OTHER BANKS
In current account 0.65 0.64
The Mehsana Urban Co-operative Bank Ltd. [Maximum outstanding
balance during the year Rs.1.36 crores (p.y. Rs.1.16 crore)]
270.62 101.52
63
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 10
LOANS AND ADVANCES (Unsecured)
Advances recoverable in cash or in kind or for value to be received
considered good 206.72 203.73
considered doubtful 49.74 49.74
256.46 253.47
Less : Provision for doubtful advances 49.74 49.74
206.72 203.73
Foreign Currency Monetary Item Translation Difference Account 59.73 Nil
(See Note No.15)
Balance with central excise department 20.85 23.87
Income tax net of provision for taxation 333.78 321.91
621.08 549.51
SCHEDULE - 11
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Sundry creditors 322.65 307.55
Advances from customers 32.28 29.04
Interest accrued but not due 3.70 0.65
PROVISIONS
Proposed dividend [Including tax on dividend Rs.10.82 crores 74.48 74.68
(p.y. Rs.10.85 crores)]
Provision for retirement benefit 6.21 3.78
Other provisions 179.91 136.62
260.60 215.08
619.74 552.78
64
Rs.in crores
As at As at
31.03.2009 31.03.2008
SCHEDULE - 12
DEFERRED TAX LIABILITIES (NET)
DEFERRED TAX LIABILITIES
Depreciation 428.30 706.83
428.30 706.83
DEFERRED TAX ASSETS
Carried forward MAT 51.18 36.36
Carried forward Loss 65.26 85.00
Disallowance under Income Tax Act 48.04 362.89
164.48 484.25
263.82 222.58
65
Rs.in crores
2008-2009 2007-2008
SCHEDULE - 13
OTHER INCOME
Job charges income (Note 1 below) 0.09 0.19
Exchange rate difference 3.63 4.07
Profit on sale of assets (net) 0.34 0.08
Profit on sale of investments Nil 1.24
Recovery of bad debts written off in earlier years Nil 0.01
Claims and refunds 0.53 1.28
Benefit on settlement of loan 1.60 1.53
Dividend 0.20 0.21
Miscellaneous income (Note 2 below) 63.54 8.13
69.93 16.74
Note : Tax deducted at source included in
1. Job charges income Nil 0.10
2. Miscellaneous income 0.06 0.34
SCHEDULE - 14
INCREASE / (DECREASE) IN STOCK
CLOSING STOCK
Stock in process 49.61 42.30
Finished goods 335.00 219.81
384.61 262.11
LESS : OPENING STOCK
Stock in process 42.30 39.69
Finished goods 219.81 190.79
262.11 230.48
122.50 31.63
SCHEDULE - 15
CONSUMPTION OF RAW MATERIALS
Opening stock of raw materials 253.96 222.66
Add : Purchases and expenses 1457.86 1146.52
Less : Sales of raw materials 23.86 0.18
Closing stock of raw materials 159.47 253.96
1528.49 1115.04
SCHEDULE - 16
PAYMENTS TO AND PROVISION FOR EMPLOYEES
Salaries, wages and bonus 328.59 130.91
Contribution to provident fund and other funds 26.57 11.24
Welfare expenses 47.86 12.58
403.02 154.73
66
Rs.in crores
2008-2009 2007-2008
SCHEDULE - 17
MANUFACTURING, ADMINISTRATIVE AND SELLING EXPENSES
Consumption of stores and spare parts 176.20 73.75
Power and fuel expenses 696.59 339.85
Excise duty provided on stocks (1.56) (0.66)
Processing charges 24.35 16.35
Rent expenses 63.03 15.60
Repairs and maintenance
To building 2.58 0.69
To machinery 131.04 25.53
To others 6.19 0.73
139.81 26.95
Insurance expenses 13.03 6.93
Rates and taxes 20.65 12.80
Payments to auditors
Audit fees 2.29 0.19
Taxation matters 1.26 0.11
Other matters 0.06 Nil
3.61 0.30
Directors’ fees 0.04 0.04
Discount on sales 78.34 58.30
Commission on sales 10.36 5.20
Freight and transportation expenses 539.80 229.40
Sales tax expenses 172.33 145.12
Advertisement expenses 46.23 41.15
Exchange rate difference 17.22 3.63
Donation 0.48 0.21
Sales promotion expenses 3.68 0.96
Provision for doubtful advances 3.53 Nil
Bad debts written off 4.02 0.91
Other expenses* 133.55 63.36
2145.29 1040.15
* Including prior period adjustments(net) Rs.(6.54) crores (p.y.Rs.4.99 crores)
SCHEDULE - 18
INTEREST AND CHARGES
Non-convertible debentures/bonds 11.99 8.70
Fixed loans 60.42 16.18
Others 9.50 5.15
Financial charges 18.10 5.47
100.01 35.50
Less : Interest income (Note below) 25.16 15.67
74.85 19.83
Note : Tax deducted at source included in Interest income 2.70 0.96
67
SCHEDULE - 19
a) Basis of Accounting :
(I) The financial statements of the subsidiary companies and associate companies used in the
consolidation are drawn upto the same reporting date as of the company, i.e for the year ended
31st March, 2009.
(II) The financial statements of the Group have been prepared in accordance with the applicable
Accounting Standards in India and other generally accepted accounting principles.
b) Principles of Consolidation
The Consolidated Financial Statements relate to Nirma Limited and its various subsidiary companies,
associates. The Consolidated financial statements have been prepared on the following basis.
(I) In respect of subsidiary companies, the financial statements have been consolidated on a line-
by –line basis by adding together the book values of like items of assets, liabilities, income
and expenses, after fully eliminating the intra group balances and unrealized profits /losses on
intra group transactions as per Accounting Standard – AS 21 Consolidated Financial Statements
issued by The Institute of Chartered Accountants of India.
(II) Investments in associates have been accounted under equity method as per Accounting standard
23 – Accounting for Investments in Associates in Consolidated Financial Statements issued by
The Institute of Chartered Accountants of India.
(III) The difference between the costs of investment in the subsidiaries, over the net assets at the
time of acquisition of shares in the subsidiaries is recognized in the financial statements as
goodwill or capital reserve as the case may be.
(IV) In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing
during the year. All assets and liabilities are converted at rates prevailing at the end of the year.
Any exchange difference arising on consolidation is recognized in the profit and loss account,
except in the case of foreign subsidies being non-integral foreign operation, which are recognized
in the currency fluctuation reserve.
(V) As far as possible, the consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances and are presented in the
same manner as the Company’s separate financial statements.
(VI) The difference between the cost of investment in the associates and the share of net assets
at the time of acquisition of shares in the associates is identified in the financial statements as
Goodwill or Capital Reserve as the case may be.
c) The Subsidiary companies considered in the consolidated financial statements are as under:
Sr. Country of Proportion of
Name of the Subsidiaries
No incorporation Ownership Interest
1 Nirma Consumer Care Limited India 100%
2 Karnavati Holdings Inc. USA 100%
3 Searles Valley Minerals Operations Inc. USA 100%
4 Searles Valley Minerals Inc. USA 100%
5 Searles Valley Minerals Europe. France 100%
6 Searles Domestic Water Company LLC USA 100%
7 Searles Valley Residences LLC USA 100%
8 Trona Railway Company LLC USA 100%
9 NATI LLC USA 100%
68
d) The significant associate company considered in the consolidated financial statements is:
(D) Depreciation
(I) Depreciation, on fixed assets, has been provided in the accounts at the rates specified in
Schedule XIV of the Companies Act, 1956 as under.
(II) Depreciation on fixed assets is provided on Written Down Value method, in following divisions.
Mandali, Trikampura, Chhatral and Dhank.
Depreciation on fixed assets is provided on Straight Line method in followings:
Alindra, Kalatalav-Bhavnagar, Moraiya, Sachana, Udaipur, Mahuva, Nirma Consumer Care Limited,
Karnavati Holding Inc., Searles Valley Minerals Inc., Searles Valley Minerals Operations Inc.,
Searles Domestic water Company LLC, Searles Valley Residences LLC, Trona Railway Company
LLC, NATI LLC, Searles Valley Minerals Europe and Kanak Castor Products Pvt. Ltd.
Kanak Castor Products Pvt. Ltd. changed the method of depreciation from Written down Value
to Straight Lien Method. Due to this change, profit is over stated by Rs.1.05 crores for 26%
company’s investment in the shares of that company.
(III) Intangible assets and Software are amortised in 10 years and 6 years respectively.
(IV) Depreciation on additions is calculated pro rata from the month’s following month of addition.
(V) Depreciation on assets sold/discarded, during the year, has been provided up to the preceding
month of sale/discard.
(F) Investments
Long term investments are stated at cost. Investment in associates are accounted for using the equity
method.
69
(G) Current assets
Inventories are valued at lower of cost or net realisable value.
Stores & spares : At weighted average basis
Raw materials : On FIFO basis
Stock in process : At cost
Finished goods : At lower of cost or net realisable value
(H) Sales
Sales, net of returns, include excise duty, sales tax and subsidy but trade discount and incentive
schemes are separately booked as expenditure.
70
(P) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period.
Deferred tax is recognised, subject to the consideration of prudence in respect of deferred tax assets,
on timing difference, being the difference between taxable income and accounting income that originate
in one period and are capable of reversal in one or more subsequent periods.
3. During the year, Serles Valley Minerals Inc. USA, a wholly owned fellow subsidiary, incorporated Searles
Valley Minerals Europe (SVME) under the law of France on 04.11.2008.
4. In the past, fixed assets of Searles Valley Minerals Operations Inc and other entities were written off on 31st
March, 2004 on acquisition of foreign subsidiaries by the previous owner. Fixed assets are not reinstated
in accounts.
5. CONTINGENT LIABILITIES NOT PROVIDED FOR IN ACCOUNTS :
(Rs. in crores)
As at As at
31.03.2009 31.03.2008
(A) Claims against the Company not acknowledged as debts
(I) For custom duty 1.48 0.25
(II) For direct tax (*) 1017.83 855.37
(III) For sales tax 20.43 23.66
(IV) For excise duty [appeals decided in favour of the Company 111.42 108.90
Rs.107.71 crores (p.y. Rs.107.71 crores)]
(V) For Service tax 0.03 0.03
(VI) Disputed liabilities for Custom duty and Excise duty of the 4.50 4.50
Demerged Undertaking, as per the Financial Statement of CHL
as certified by Statutory Auditor of CHL
(VII) Others 10.31 11.39
This includes the claims not acknowledged as debt of Rs.4.71
crores of the Demerged Undertaking, as per the Financial
Statement of CHL as certified by Statutory Auditor of CHL
1166.00 1004.10
(*) Income Tax department has raised demands by making various additions/ disallowances. The Company
is contesting demand, in appeals, at various levels. However, based on legal advice, the Company does
not expect any liability in this regard.
71
6. Borrowing cost capitalised during the year Rs.23.02 crores (p.y. Rs.13.02 crores) including Rs.Nil pertaining
to previous year (p.y. Rs.6.71 crores)
7. Total Managerial remuneration include under the head “ Payments to and Provision for Employees”
(Rs. in crores)
2008-2009 2007-2008
(A) Salary 0.66 0.66
(B) Contribution to provident fund 0.08 0.08
(C) Perquisites 0.05 0.02
(D) Provision for gratuity 0.05 0.03
0.84 0.79
8. SECURED LOANS
The External Commercial Borrowings are secured by first pari-passu charge on movable plant and machineries
situated at Bhavnagar, Gujarat and by pledge of shares of Karnavati Holdings Inc. held by the Nirma Limited.
Term Loan granted by BNP Paribas to Karnavati Holdings Inc. (KHI) is secured by first pari-passu charge
on fixed assets of KHI, Searles Valley Minerals Inc. (SVM) and Searles Valley Minerals Operations Inc.
(SVMO), pledge of shares of SVM and SVMO held by KHI and coporate guarantee of Nirma Limited, SVM
and SVMO.
Short Term Buyers Line of Credit and Loans and Advances from Banks
The loans from banks are secured on pari-passu basis, by a first charge, by way of hypothecation of specified
stock of raw materials, stock in process, finished goods, other merchandise being movable, book debts, both
present and future and by way of second charge on specified fixed assets, both present and future, of the
Company.
9. Unsecured Loans
Floating Rate Non Convertible Debentures :
Secured Floating Rate Non Convertible Debentures (FRNCD) aggregating to Rs.Nil (p.y. Rs.140 crores)
together with interest and other charges due in respect thereof are to be secured by way of mortgage of
immovable properties which shall rank parri-passu with the charges to be created by the Company. The
said FRNCDs are redeemable with interest on the expiry of 364 days from the deemed date of allotment.
However the investor / company shall have the option to put/call the FRNCD any day from the date of
allotment.
Term Loan granted to Karnavati Holdings Inc. (KHI) and Working Capital Loan granted to Searles Valley
Minerals Inc. (SVM) and Searles Valley Minerals Operations Inc. (SVMO) by ABN AMRO are secured against
the coporate guarantee and fixed deposit of Nirma Limited.
10. As per Accounting Standard 15 “Employees Benefits” (Revised 2005)the disclosures of Employees Benefits
are defined in the Accounting Standard are given below:
(I) Pursuant to the transitional provision of Accounting Standard (AS) 15 (Revised) on “Employee Benefits”, an
amount of Rs.Nil has been debited to the General Reserve(p.y. Rs.1.70 crores). The said amount represents
the difference between the liability in respect of various employee benefits determined under AS 15 (Revised)
as on April 1,2007 and the liability that existed as on that date as per AS 15 prior to the revision.
(II) Defined Contribution Plan
Contribution to Defined Contribution Plan, recognized as expenses for the year are as under:
(Rs. in crores)
2008-2009 2007-2008
Employer’s Contribution to Provident Fund 6.27 6.00
72
(III) Defined Benefit Plan
The employee’s gratuity fund scheme managed by a Trust is defined benefit plan. The present value
of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which
recognizes each period of service to build up the final obligation. The obligation for leave encashment
is recognized in the same manner as gratuity.
(Rs. in crores)
2008-2009 2007-2008
Long Term Long Term
Leave Employee Leave Employee
Gratuity Encashment Benefits Gratuity Encashment Benefits
(Funded) (Unfunded) (Unfunded) (Funded) (Unfunded) (Unfunded)
(India) (India) (Foreign) (India) (India) (Foreign)
a. Reconciliation of opening and closing balances of Defined Benefit obligation
Defined Benefit obligation at beginning of the year 9.04 3.18 7.95 7.63 2.48 6.65
Current Service Cost 1.42 0.33 1.86 1.12 0.43 1.68
Interest Cost 0.71 0.25 0.26 0.62 0.20 0.09
Actual (gain) / loss 1.45 0.59 3.59 0.50 0.68 (0.13)
Benefits paid (1.05) (0.58) (1.57) (0.83) (0.61) (0.44)
Exchange Rate Difference 2.57 0.10
Defined Benefit Obligation at the year end. 11.57 3.77 14.66 9.04 3.18 7.95
b. Reconciliation of opening and closing balances of fair value of plan assets
Fair value of plan assets at beginning of the year 5.25 4.31
Expected return on plan assets 0.48 0.43
Actuarial gain / (loss) 0.04 0.01
Employer contribution 0.64 1.34
Benefits paid (1.05) (0.83)
Fair value of plan assets at the year end 5.36 5.26
c. Reconciliation of fair value of assets and obligation
Fair value of plan assets 5.36 Nil 5.25
Present value of obligation (11.57) (3.77) (14.66) (9.04) 3.00 7.95
Amount recognised in Balance Sheet (6.21) (3.77) (14.66) (3.79) 3.00 (7.95)
d. Expenses recognised during the year (under the head of “Payments to and Provisions for Employees” – Refer Schedule –16)
Current Service Cost 1.42 0.33 1.86 1.12 0.43 1.68
Interest Cost 0.71 0.25 0.26 0.62 0.20 0.09
Expected return on plan assets (0.48) Nil (0.42)
Actuarial (gain) / loss 1.41 0.59 3.59 0.49 0.68 (0.13)
Net Cost 3.06 1.17 1.81 1.31
e. Investment Details :
Invested
Life Insurance Corporation of India 100% 100%
Actuarial assumption
Discount rate (per annum) 7.91% 7.91% 2.71% 8.25% 8.25%
Expected rate of return on plan assets (per annum) 9.00% Nil 9.00%
Rate of escalation in salary (per annum) 6.00% 6.00% 4.00% 6.00% 6.00%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation,
seniority, promotion and other relevant factors including supply and demand in the employment market. The
above information is certified by the actuary.
73
The expected rate of return on plan assets is determined considering several applicable factors, mainly the
composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s
policy for plan assets management.
Employees of Nirma Consumer Care Ltd., (Wholly owned subsidiary) have been transferred to the Company
from 01.04.2008.
11. The Composite Scheme of Compromise and Arrangement between Core Healthcare Limited (CHL), the
Demerged Company, its Lenders and Shareholders and Nirma Limited (NL), the Resulting Company and
its Shareholders (the Scheme) under Sections 78, 100, 391 to 394 of the Companies Act, 1956, has been
sanctioned by Hon’ble High Court of Gujarat vide an Order dated 01.03.2007. The Scheme has become
effective with effect from 07.03.2007. Three parties of CHL have filed an appeal before the Division Bench
of Hon’ble High Court of Gujarat. The Scheme is subject to the result of the said appeal.
12. No physical verification of fixed assets and inventories has been carried out and, therefore, the value of
these assets as shown in the books of accounts of Demerged Undertaking have been incorporated herein.
All of the vouchers, documents, data, records and books of accounts for the period from the Appointed
Date of Demerger i.e. 1st December, 2004 and up to and including the effective Date i.e. 7th March, 2007
in relation to Demerged Undertaking are yet to be received from CHL.
13. Bank Balances
Bank Balance in current accounts includes Rs.0.59 crores(p.y. 0.59 crores) of demerged company acquired
during financial year 2006-2007 is considered doubtful in absence of further information.
14. During the year, the impairment in respect of Building Rs.20 crores and Plant and Machinery Rs.40 crores
aggregating to Rs.60 crores is charged to Profit and Loss Account.The impairment was towards fixed assets
employed in Pharma Division at Sachana Undertaking.
15. Effective from April 1,2008, consequent to the exercise of the option available as per the new paragraph 46
of the Accounting Standard 11 The Effects of Changes in Foreign Exchange Rates notified by the Ministry
of Corporate Affairs vide Notification dated March 31,2009 on Companies (Accounting Standard) Amendment
Rules, 2009 (G.S.R 225 [ E ] dated 31.03.2009), on exercise of option, the Company transferred Rs.89.59
crores to Foreign Currency Monetary Item Translation Difference Account. The Company written off Rs.29.86
crores to Profit and Loss Account and Rs.59.73 Crores is remaining to be amortised. Had the Company not
changed the Accounting Policy, the Profit before tax for the year ended March, 31,2009 would have been
lower by Rs.59.73 crores.
16. (A) Figures of previous year have been regrouped wherever necessary.
(B) Figures have been presented in ‘crores’ of rupees with two decimals. Figures less than Rs.50,000 have
been shown at actual in brackets.
74
17. Earnings per equity share (EPS)
(Rs.in crores)
2008-2009 2007-2008
(i) Profit for basic and diluted earning per share Net Profit 126.60 234.33
Adjustment
Add / Less : Provision of taxation provided during the year/earlier (6.40) 11.82
year written back
Less : Final dividend on preference shares
(including tax on dividend) (p.y. proposed dividend) 0.10 0.20
Net Profit (for basic) (a) 132.90 222.31
(II) Net Profit (for diluted) (b) 132.90 222.31
Weighted average number of equity shares
(Face value of Rs.5 per share)
For Basic earning per share (c) (Nos.) 159142282 159142282
For Diluted earnings per share (d) (Nos.) 159142282 159142282
(III) Earning per share (Weighted Average)
(Face value of Rs.5 per share)
Basic (a / c) 8.35 13.97
Diluted (b / d) 8.35 13.97
18. The names of related parties with relationship and transactions with them are disclosed as under.
(A) Relationship:
(I) Shareholders :
Shri Karsanbhai K. Patel, Smt. Shantaben K. Patel, Shri Rakeshbhai K. Patel, Shri Hirenbhai K.
Patel, Shri Ambubhai M. Patel, Kargil Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings
Pvt. Ltd., Banihal Holdings Pvt. Ltd. and Kulgam Holdings Pvt. Ltd. are holding totally 77.17%
equity shares in the Company.
(II) Subsidiaries of the Company :
(a) Wholly Owned-Direct Holding
Nirma Consumer Care Limited, Karnavati Holdings Inc. USA
(b) Indirect Holding
Searles Valley Minerals Operations Inc (SVMO). USA, Searles Valley Minerals Inc. (SVM) USA,
wholly owned subsidiaries of Karnavati Holdings Inc USA. Searles Domestic Water Company
LLC, Searles Valley Residences LLC, Trona Railway Company LLC, NATI LLC wholly owned
by SVMO., Searles Valley Minerals Europe (wholly owned by SVM w.e.f 04.11.2008).
(III) Associates Entities :
Kargil Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings Pvt. Ltd., Banihal Holdings Pvt.
Ltd., Kulgam Holdings Pvt. Ltd., Nirma Credit & Capital Ltd., Nirma Industries Pvt. Ltd. (Converted
into Private Ltd. w.e.f. 20.02.2009), Nirma Chemical Works Pvt. Ltd. (Converted into Pvt. Ltd.
w.e.f. 25.02.2009), Saurashtra Chemicals Ltd., Baeurer Infotech Ltd., Nefron Ltd., Mahuva Port
and Infrastructure Pvt. Ltd,. Kanak Castor Products Pvt. Ltd., Nirma Education and Research
Foundation, Nirma University, Nirma Labs, Trona Export Terminals LLC, USA.
(IV) Key Management Personnel :
Shri Hirenbhai K. Patel - Managing Director
Shri Kalpeshbhai A. Patel - Executive Director
(V) Relatives
Shri Karsanbhai K. Patel, Smt. Shantaben K. Patel, Shri Rakeshbhai K. Patel, Shri Ambubhai
M. Patel, Smt. Keyuriben R. Patel and Smt. Rajalben H. Patel.
75
(B) The following transactions were carried out with the related parties referred in above in the
ordinary course of business.
(Rs.in crores)
Associates Key Management
Relatives
Entities Personnel
(1) Sales of material 5.63
(5.50)
(2) Purchase of finished goods Nil
(117.00)
(3) Purchase of material 135.72
(0.01)
(4) Purchase of Fixed Assets 0.51
(Nil)
(5) Interest income Nil
(Rs.47838)
(6) Salary & wages expenses 0.84
(0.79)
(7) Rent expenses (Rs.30000)
(0.12)
(8) Directors’ fees 0.01
(0.01)
(9) Interest expenses 18.65 1.32 0.87
(0.03) (Nil) (Nil)
(10) Share Investment Nil
(1.30)
(11) Freight Expenses Nil
(3.56)
(12) Advance recovered for land purchase Nil
(0.15)
(13) ICD / Loan – taken / given (net) 582.65 201.84 119.11
(Nil) (Nil) (Nil)
(14) ICD / Loan – recovered Nil
(52.46)
(15) ICD / Loan – repaid 563.59 201.84 119.11
(7.17) (Nil) (Nil)
(16) Redemption of Preference shares 2.75 (Rs.1500)
(Nil) (Nil)
(17) Reimbursement / recoverable expenses Nil
(0.02)
(18) Earmarking of credit limit 13.00
(Nil)
(19) Processing charges 7.34
(1.46)
(20) Net closing balance - debit Nil
(0.71)
(21) Net closing balance - credit 74.28
(Nil)
Corporate guarantee given to lenders for loans taken by foreign subsidiaries Rs.659.62 crores
(p.y. Rs.860.79 crores)
76
19. LEASE:
Operating lease:
Foreign subsidiaries have taken certain properties and equipments under
non-cancelable operating lease for varying periods. The details of lease rentals are as under:
(Rs.in crores)
Particulars 2008-2009 2007-2008
77
20. SEGMENT INFORMATION FOR THE YEAR ENDED 31st MARCH, 2009
(A) Information about Primary Business Segment
Rs in crores
Soaps & Surfuctants Pharma Processed Minerals Other Businesses Unallocated Total
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Revenue net of excise
External 2636.84 2090.29 156.36 127.16 1544.61 350.60 237.01 116.41 NIL NIL 4574.82 2684.46
Intra segment NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Inter segment NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total revenue 2636.84 2090.29 156.36 127.16 1544.61 350.60 237.01 116.41 NIL NIL 4574.82 2684.46
Result
Segment result 373.23 265.16 (86.75) 6.71 124.97 20.77 43.96 18.64 NIL NIL 455.41 311.28
Unallocated expenditure net of unallocated NIL NIL NIL NIL NIL NIL NIL NIL 164.80 55.53 164.80 55.53
income
Interest expenses NIL NIL NIL NIL 27.57 12.00 NIL NIL 71.59 23.51 99.16 35.51
Interest income NIL NIL NIL NIL NIL 0.66 NIL NIL 24.31 15.02 24.31 15.68
Profit before tax 373.23 265.16 (86.75) 6.71 97.40 9.43 43.96 18.64 (212.08) (64.02) 215.76 235.92
78
Provision for taxation
- Current tax NIL NIL NIL NIL 20.52 2.28 NIL NIL 13.61 26.00 34.13 28.28
- Fringe benefit tax NIL NIL NIL NIL NIL NIL NIL NIL 0.40 0.44 0.40 0.44
- Deferred tax NIL NIL NIL NIL 37.34 2.40 NIL NIL 17.29 (29.53) 54.63 (27.13)
Provision for taxation -earlier year NIL NIL NIL NIL NIL NIL NIL NIL NIL 11.82 NIL 11.82
Profit after tax 373.23 265.16 (86.75) 6.71 39.54 4.75 43.96 18.64 (243.38) (72.75) 126.60 222.51
Exceptional item - loss of asset on accident NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Net Profit 373.23 265.16 (86.75) 6.71 39.54 4.75 43.96 18.64 (243.38) (72.75) 126.60 222.51
Differed tax of earlier year written back NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Add :Taxation for earlier year written back NIL NIL NIL NIL NIL NIL NIL NIL 6.40 NIL 6.40 NIL
Add : Eariler year liability written back NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Less : Loss brought forward for demerger unit NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL
Net Profit 373.23 265.16 (86.75) 6.71 39.54 4.75 43.96 18.64 (236.98) (72.75) 133.00 222.51
Other information
Segment assets 2424.03 2500.29 519.77 573.21 1320.03 1422.81 212.45 104.31 805.69 555.67 5281.97 5156.29
Segment liabilities 166.14 168.72 387.88 287.49 830.71 1377.46 12.12 4.14 1323.65 726.52 2720.50 2564.33
Capital expenditure 217.44 227.76 77.39 12.66 36.57 482.68 NIL NIL NIL NIL 331.40 811.96
Depreciation 154.88 152.12 79.18 68.56 43.63 9.62 10.32 5.97 NIL 0.07 288.01 236.34
Non-cash expenses other than depreciation 21.31 0.16 NIL NIL 40.87 NIL NIL 0.22 NIL (54.77) 62.18 (54.53)
(B) Information about secondary geographic segment
Rs.in crores
India USA Others Total
2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Revenue
External 3030.21 2333.86 1543.25 350.04 1.36 0.56 4574.82 2684.46
Inter segment NIL NIL NIL NIL NIL NIL NIL NIL
Total revenue 3030.21 2333.86 1543.25 350.04 1.36 0.56 4574.82 2684.46
Other information
Carrying amount of fixed assets 2162.02 2171.57 602.03 609.07 NIL 0.01 2764.05 2780.65
Capital Expenditure 294.83 240.42 36.58 482.68 NIL NIL 331.41 723.10
Notes:
1. The company is organised into four main business segments, namely :
a. Soaps & Surfactants includes detergents, toilet soap and its ingredients.
b. Pharma Business.
c. Processed Minerals- Operations at USA.
d. Other Businesses include Single super phosphate, Vaccum salt, Iodised salt, Tooth paste, and Oil.
Segments have been identified and reported taking into account, the nature of products and services,
the differing risks and return, the organisation structure and internal financial reporting systems.
2. Segment Revenue in each of the above segment primarily includes sales in the respective segments.
3. The Segment Revenue in the geographical segments considerd for disclosure is as follows :
- India : comprising of sales originating from India
- USA : comprising of sales originating in USA
4. Segment Reveune, Results, Assets and Liabilities include the respective amounts identifiable to each of the
segements and amounts allocated on a reasonable basis.
SIGNATURES TO SCHEDULE 1 TO 19
As per our report of even date
For Hemanshu Shah & Co. Hiren K. Patel Dr. K. K. Patel
Chartered Accountants Managing Director Chairman
H. C. SHAH
Proprietor PARESH SHETH Rajendra D. Shah
Membership No.36441 Company Secretary Director
Place : Ahmedabad
Date : June 20, 2009
79
Cash flow statement for the year ended 31st March, 2009
(Pursuant
to the listing agreement with stock exchanges Rs.in crores
2008-2009 2007-2008
A Cash flow from operating activities :
Net Profit before tax 215.76 235.92
Assets Impairment 60.00 Nil
Notional exchange loss on revaluation of ECBs 29.86 Nil
Depreciation 288.07 236.34
Interest (net) 74.85 17.89
Exchange rate diffrence (3.63) (3.88)
(Profit) /loss onsale of fixed assets (net) (0.34) (0.08)
Benefiton settelement of loan (1.60) 1.53
Dividend (0.20) (0.21)
Bad Debtwritten off 4.02 0.91
Provision for doubtful advances 3.53 Nil
Share of profitin associates (0.43) 0.37
Currency fluctuation reserve (99.92) (0.68)
Profit on sale of investment Nil (1.24)
Provision of expenses of earlier years written back Nil (70.89)
354.21 180.06
Operating profit before working capital changes 569.97 415.98
Adjustments for :
Trade and other receivables (124.50) 23.10
Inventories (92.58) (148.81)
Trade payables 68.71 (50.07)
(148.37) (175.78)
Cash generated from operations 421.60 240.20
Interest paid (100.01) (33.57)
Direct taxes paid (40.00) (59.12)
(140.01) (92.69)
Net cash from operating activities 281.59 147.51
B Cash flow from investing activities :
Acquisition of shares in subsidiaries Nil (798.65)
Purchase of fixed assets (331.41) (314.69)
Sale of fixed assets 0.28 0.67
Sale of Investment Nil 2.85
Purchase of investments Nil (1.30)
Interest received 25.16 15.68
Dividend received 0.20 0.21
Net cash used in investing activities (305.77) (1,095.23)
(24.18) (947.72)
C Cash flow from financing activities :
Change in loans and deposits (1.92) 7.18
Redemption of Preferance Share (2.79) Nil
Proceed from borrowings 1,263.30 1,285.81
Repayment of borrowings (990.59) (305.93)
Dividend paid (Including dividend tax) (74.72) (2.61)
Net cash used in financing activities 193.28 984.45
Net increase in cash and cash equivalents 169.10 36.73
Cash and cash equivalents (opening) 101.52 64.79
Cash and cash equivalents (closing) 270.62 101.52
Note :(1) Previous year's figures have been regrouped, wherever necessary, to confirm to this year's classification .
Place : Ahmedabad Dr. K. K. Patel Hiren K. Patel Rajendra D. Shah Paresh Sheth
Date : June 20, 2009 Chairman Managing Director Director Company Secreatry
Auditors’ Certificate
We have examined the attached consolidated Cash Flow Statement of Nirma Limited and its subsidiary company for the year ended 31st March,
2009. The statement has been prepared by the Company in accordance with the requirements of the company’s listing agreement with stock
exchanges. The statement is based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company
covered by our report of even date to the Board of Directors of the Company.
For, Hemanshu Shah & Co.
Chartered Accountants
Place : Ahmedabad H. C. Shah
Date : June 20, 2009 Proprietor
Membership No.36441
80