SANSCO SERVICES - Annual Reports Library Services - www.sansco.

net

/^@[Tf
010

National Industrial Corporation Limited

Distillers of Premium Quality Liquor
www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

SETH RAM JI DASS

(31 st May 1906 - 11th March 1984)

Founder
Lakshmiji Sugar Mills, National Industrial Corporation,
Ajudhia distillery, Lakshmi Cold Storage,
Agra Leather Board, Nicols India,
Nicols International, Seth Brothers,
Seth Ramji Dass Foundation

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

TRBflL CORPORATIION
NOTICE
Notice is hereby given that 61st Annual General Meeting of the members of National Industrial
Corporation Limited, will be held on Thursday, the 30th September, 2004 at 4.00 p.m. at Shriram Hall,
PHD House, Opposite Asian Games Village New Delhi-110 016 to transact the following business;
ORDINARY BUSINESS
1

To receive, consider and adopt the Balance Sheet as on

31st March, 2004 and Profit & Loss Account of the
company for the year ended on that date together with the
report of Directors' and Auditors' thereon.

2. To appoint a Director in place of Mr P.M. Behal who retires

by rotation and being eligible, offers himself for reappointment.
3

To appoint a Director in place of Col. S.S. Sharma, who

retires by rotation and being eligible, offers himself for reappointment.

4. To appoint the retiring auditors, M/s. J.N.Sharma & Co..

Chartered Accountants, as Auditors of the company to
hold office from the conclusion of this Annual General
Meeting until the conclusion of next Annual general
meeting and to fix their remuneration
SPECIAL BUSINESS
5. Appointment of Mr. Debabrata Mitra as Director
Works of the Company
To consider and if thought fit, to pass the following
resolution, with or without modifications as an Ordinary
Resolution
"RESOLVED that Mr. Debabrata Mitra, who was
appointed as an additional Director of the Company by
the Board of Directors in their meeting held on 6.4.2004,
and who holds office under the Articles of Association and
pursuant to Section 260 of the Companies Act, 1956 up to
the date of this Annual General Meeting, and in respect of
whom a Notice under Section 257 of the Companies
Act1956, has been received from a member, Mr
Debabrata Mitra be and is hereby elected and appointed
as Director of the Company liable to retire by rotation."
"RESOLVED FURTHER THAT pursuant to provisions of
Sections 198, 269, 309, 311, Schedule XIII and other
applicable provisions, if any, of the Companies Act, 1956,
approval be and is hereby accorded to the appointment
of Mr. Debabrata Mitra, as Director Works of the Company
for a period of one year with effect from 5-4-2004 at the
following remuneration:
a) Salary Basicb) Conveyance on actuals
upto a limit of
c) Special Allowance
d) House Rent

Rs. 11200-p.m.
Rs. 5880/-p.m.
Rs.5880/-p.m
Rs.11760/-p.m.

"RESOLVED FURTHER THAT Mr. Debabrata Mitra, shall

continue to draw the remuneration detailed above even if
the company has no profits or the profits are inadequate
during the financial year pertaining to his tenure,."
Appointment of Mr. Pradeep Kapoor as Director
Commercial of the Company
To consider and if thought fit, to pass the following
resolution, with or without modifications as an Ordinary
Resolution
"RESOLVED that Mr. Pradeep Kapoor, who was
appointed as an additional Director of the Company by the
Board of Directors in their meeting-held on 6.4.2004, and
who holds office under the Articles of Association and
pursuant to Section 260 of the Companies Act, 1956 up to
the date of this Annual General Meeting, and in respect of
whom a Notice under Section 257 of the Companies
Act1956, has been received from a member, Mr. Pradeep

Kapoor be and is hereby elected and appointed as

Director of the Company liable to retire by rotation."
"RESOLVED FURTHER THAT pursuant to provisions of
Sections 198, 269, 309, 311, Schedule XIII and other
applicable provisions, if any, of the Companies Act, 1956,
approval be and is hereby accorded to the appointment
of Mr. Pradeep Kapoor, as Director Commercial of the
Company for a period of one year with effect from 1-42004 at the following remuneration:
a) Salary Basic b) Conveyance on actuals
upto a limit of
c) Special Allowance
d) House Rent

Rs. 11200-p.m.
Rs. 5880/-p.m.
5880/- p.m
Rs
Rs. 11760/-p.m.

"RESOLVED FURTHER THAT Mr. Pradeep Kapoor, shall

continue to draw the remuneration detailed above even if
the company has no profits or the profits are inadequate
during the financial year pertaining to his tenure."
Re appointment of
Mr P.M. Behal as Director
Corporate of the Company
To consider and if thought fit, to pass the following
resolution, with or without modifications as an Ordinary
Resolution
"RESOLVED THAT pursuant to provisions of Sections
198, 269, 309, 311,Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 , approval
be and is hereby accorded to the re-appointment of Mr.
P.M. Behal as Director Corporate of the Company for a
period of one year with effect from 1-4-2004 and to the
payment of the following remuneration:
a) Salary (Basic ) b) Conveyance on actual
up to limit of
c) Special Allowance
d) HRA

Rs. I5000/-p.m.
Rs. 6305/-p.m.
Rs. 6305/-pm.
Rs.12610/-p.m.

"RESOLVED FURTHER THAT Mr. P.M. Behal shall

continue to draw the remuneration detailed above even if
the company has no profits or the profits are inadequate
during the financial year pertaining to his tenure,."
8. Re-appointment 01 Col. S.S. Sharma as Director
Marketing of theCompany
To consider and if thought fit, to pass the following
resolution, with or without modifications as an Ordinary
Resolution
"RESOLVED THAT pursuant to provisions of Sections
198, 269, 309, 311, Schedule XIII and other applicable
provisions, if any, of the Companies Act, 1956 , approval
be and is hereby accorded to the reappointment of Col.
S.S. Sharma, as Director Marketing of the Company for a
period of one year with effect from 1-4-2004 at the
following remuneration:
a) Salary (Basic) b) Conveyance on actual
up to limit of
c) Special Allowance
d) HRA

Rs.15000/-p.m.
Rs. 6305/-p.m.
Rs 630S/-pm.
Rs.12610/-p.m.

"RESOLVED FURTHER THAT Col. S.S. Sharma shall

continue to draw the remuneration detailed above even if
the company has no profits or the profits are inadequate
during the financial year pertaining to his tenure,."
www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

9. Re-appointment of Mr S.P. Seth as whole time

Chairman of the Company

The Shareholders are now requested to kindly approve and

pass the resolution as contained in the notice.

To consider and if thought tit to pass with or without

modification (s) the following Resolution as Special
Resolution:-

None of the Directors, excepting Debabrata Mitra is

concerned or interested in the resolution.

"RESOLVED THAT pursuant to provisions of Sections

198, 269, 309, 311, 314, Schedule XIII and other
applicable provisions, if any, of the Companies Act, 1956,
approval be and is hereby accorded to the re-appointment
of Mr. S.P. Seth, as whole time Chairman of the Company
for a period of one year with effect from 1 -10-2004.
RESOLVED THAT Mr. S.P. Seth whole time Chairman of
the Company be reimbursed / draw the expenses namely,
Phone Bills, Mobile Bills, Car maintenance and Petrol
expenses, traveling expenses and other out of pocket
expenses incurred for work of the Company."
"FURTHER RESOLVED that Mr S.P. Seth, whole time
Chairman shall continue to to be reimbursed /draw
aforesaid expenses even if in any financial year during the
currency of his tenure, the Company has no profit or
profits are inadequate.
"RESOLVED FURTHER that the Board of Directors be
and is hereby authorized to alter or vary the aforesaid
expenses payable to Mr S.P. Seth as whole time
Chairman so long as the same is in conformity with
Provisions of Schedule XIII of the Companies, Act 1956
and any statutory modification or substitution thereof."
By order of the Board
For National Industrial Corporation Ltd.
Regd.Office
A-270, Defence Colony,
New Delhi-110024
Place :
Dated :

New Delhi
31st August, 2004

ITEMS
Members are informed - that Mr Pradeep Kapoor was
appointed as an additional Director of the Company by the
Board of Directors of the Company as per Articles of
Association of the Company and other provisions of the
Companies Act and holds office till this Annual General
Meeting. A notice U/S 257 has been received from a
Shareholder signifying his intention to appoint Mr. Pradeep
Kapoor as Director of the Company,
Members are further informed that Mr. Pradeep Kapoor was
working with the company as Vice President Commercial it
would be prudent to elevate him to Board and use his
experience for the benefit of Company. Accordingly the Board
of Directors at their meeting held on 6-4-2004, decided to
promote Mr Pradeep Kapoor as Director Commercial of the
Company w.e.f. 1 -04-2004.
The Shareholders are now requested to kindly approve and
pass the resolution as contained in the notice.
None of the Directors, excepting Mr Pradeep Kapoor is
concerned or interested in the resolution.
ITEM 7
The Board of Directors in their meeting held on 6-04-2004 reappointed Mr P.M. Behal as Director Corporate w.e.f 1-042004 and to pay him the remuneration as specified in the
resolution set out in the Notice.
The Shareholders are now requested to kindly approve and
pass the resolution as contained in the notice.

(Arun Virmani)
Company Secretary

None of the Directors, excepting P.M. Behal is concerned or

interested in the resolution.

NOTES:

ITEM 8

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF AND
SUCH A PROXY NEED NOT BE A MEMBER OF THE
COMPANY

The Board of Directors in their meeting held on 6-04-2004

re-appointed Col. S.S. Sharma as Director Corporate w.e.f.
1 -04-2004 and to pay him the remuneration as specified in the
resolution set out in the Notice.

2. The Instrument of Proxy, duly executed and properly

stamped, should reach the company at its registered
office not less than 48 hours before the time of the
meeting.
3

The Register of Members and Share Transfer Books shall

remain closed from 24th September, 2004 to 30th
September, 2004. (Both days inclusive)
The Explanatory Statement pursuant to Section 173 (2) of
the Companies Act, 1956, in respect of the business
under item Nos 5 & 9 is annexed hereto.

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF

THE COMPANIES ACT, 1956
ITEM NO. 5
Mr. Debabrata Mitra was appointed as an additional Director
of the Company by the Board of Directors of the Company as
per Articles of Association of the Company and other
provisions of the Companies Act and holds office till this
Annual General Meeting. A notice U/S 257 has been received
from a Shareholder signifying his intention to appoint Mr
Debabrata Mitra as Director of the Company.
Members are further informed that in view of better control of
operations of Distillery and other Bottling units of the
Company the Board of Directors, at their meeting held on 604-2004 appointed Mr Debabrata Mitra as Director Works.

The Shareholders are now requested to kindly approve and

pass the resolution as contained in the notice.
None of the Directors, excepting Col S.S. Sharma is
concerned or interested in the resolution.
ITEM 9
Members are informed that the Present Term of appointment
of Sh S.P. Seth whole time Chairman of the Company expires
on 30-9-2004 It is further informed that as desired by Mr. S.P.
Seth the Board in its meeting held on 6-4-2004 passed
resolution that Mr S.P.Seth will not draw salary w.e.f 1-42004. However, keeping in view the contribution made by him
in the growth and the Corporate image building of the
Company, the Board considered it prudent and advisable to
re-appoint Mr S.P Seth as whole time Chairman of the
Company for a period of one year w.e.f. 1-10-2004 and to
draw / reimburse expenses as specified in the resolution set
out in the Notice.
The Shareholders are now requested to kindly approve and
pass the resolution as contained in the notice.
None of the Directors, excepting Mr S.P. Seth and Mr. Rakesh
Seth being relatives are interested in the said resolution. This
may be treated as an abstract of terms of contract between
the Company and Mr S.P. Seth pursuant to section 302 of the
Companies Act,1956.

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

BOARD OF DIRECTORS

MANUFACTURING UNITS :

S.P. SETH

DISTILLERY UNIT:

Chairman

Raja-Ka-sahaspur, Distt. Moradabad (U.P.)

Phone : 05921-270914, 270755 Fax : 0591-270542
Gram : "DISTILLERY" Raja-Ka-Sahaspur

RAKESH SETH
Managing Director

Bottling Unit 1 :

K.K.VIJ

F-147-148, Udyog Vihar, Jaitpura Dist. Jaipur (Rajasthan)

Ph.: (01423) 224571 Fax : (01423) 224571

Bottling Unit 2 :
NANAK SINGH
VIJAY KHANNA
P.M. BEHAL
Director Corporate
COL. S.S. SHARMA
Director Marketing

Ambala Chandigarh Road, Village Roni, Derabassi (Punjab)

Ph.: (01762) 281411, 281412 Fax : (01762) 281412

Bottling Unit 3 :
02-40, Tivim Industrial Estate, Karaswada, Mapusa, Goa-403526
Phone:(0832)2257081,2257082 Fax:(0832) 2257082

Bottling Unit 4 :
SIDCO Industrial Complex, Phase-l, Bari Brahma
Industrial Estate, Jammu (J&K)
Ph.: (01923) 221195 Fax : (01923) 222340

D. MITRA

Bottling Unit 5 :

Director Works

ADDA, Industrial Estate, P.O. Kanyapur,

Asansol, Distt. Burdwan (W.B.)

PRADEEP KAPOOR
Director Commerical

COMPANY DEPOTS

ARUNVIRMANI

Delhi Wholesale Depot:

GM (Legal) & Company Secretary

F-90/33, Basement Okhla Industrial Area, Phase-1, New Delhi

Uttranchal Depot:
Ajabpur Danda, P.O. Nehrugram, Near Rishpana Pul, Dehradun
Ph.:0135-2666814

REGISTERED & CORPORATE OFFICE

A-270. Defence Colony,
New Delhi-110024
Phone:51552555
Fax:51552552

BANKERS
STATE BANK OF INDIA
STATE BANK OF PATIALA

BRANCH OFFICES
Bombay Office
Office No. 203-A, Picasso Business Centre,
202/212, Church Gate, Chamber-5, New Marine Lines, Mumbai - 400 020
Phone : 022-22694135 (D), 22624560 Extn. 203 Fax : 22871166

Moradabad Office
Prince Road, Near Chadha Complex, Moradabad (U.P.)

STATUTORY AUDITORS
M/s. J.N.SharmaS Co.
Chartered Accountants
Delhi

Our Progress

Directors Report

Auditors Report

Balance Sheet
Profit & Loss Account

. 10
12

The House of NICOL since 1943

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

NATIONAL INDUSTRIAL CORPORATION LTD.

Company Profile : National Industrial Corporation Limited was established in the
year 1943 by Seth Family headed by Rai Bahadur Seth Ajudhia Prasad, Rai
Bahadur Seth Ram Rattan and Seth Ramji Dass. It is a family owned enterprise
run by the third generation. The Company is presently headed by Shri. S.P Seth,
S/o Late Shri Ramji Dass and Rakesh Seth, grandson of Seth Ramji Dass who
with their vision and dynamism, have taken the company to a continuing growth
path with the company achieving a turnover of one hundred thirty two crores
during the year 2004. The company is supported by a team of dedicated
professionals in every Department headed by a strong wrokforce of 500
employees.
The flagship unit of the company, Ajudhia Distillery, is amongst one of the largest
alcohol producing distilleries in India with a licenced capacity of 23 million liters
including 6 million liters of Neutral alcohol and 2 million cases of bottled liquor.
The Company's plants are equipped with high speed automatic bottling lines and
captive power generation. The company which started with supplying power
alcohol for the vehicles in World War !l has grown tremendously and its present
product line encompasses from country liqour, catering to the requirements of
Goverments, to high quality Royal Scot 'Scotch Wishkey and B & G Whiskey,
premium quality products*
Thus the company has six decades of experiance in the alcohol industry and its
brands have received international acceptance and recognition in recent years
with the company's products winning awards and prizes in thelnternational wine
and Spirit competition in London.
The company is commiitted to the principle of high business ethics and global
quality standards. Inspite of the uncertainities faced due to the nature of
industry, the company has withstood the challenges due to the experience of
promotors in the industry and the inherent strength possessed by the company.

the House of NICOL since 1943

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

PARTICULARS

AMOUNT IN (RS.)
31-i\/iar-04

AMOUNT IN (RS.)
31-Mar-03

60,000

60,000

173,685

164,139

188,894

178,352

CAPITAL EMPLOYED

422,579

402,491

Gross Block

361,566

326,770

Net Block

241,844

219,208

1,325,682

1 ,738,563

GROSS PROFIT

31,102

18,983

Depreciation

13,176

14,293

Profit before tax

17,926

4,690

Share Capital
Reserve & Surplus
Borrowings

Sales

Tax Provision

1,483

500

Dividend

5,400

10,761

2,651

47.83%

1 1 .78%

Production ( KL)
Capacity Utilisaion %

The House of NICOL since 1943

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

6 H stt AmnraaDaD
DIRECTORS REPORT
Your Directors have pleasure in presenting their 61st
Annual Report together with the audited statement of
Accounts for the financial year ended 31st March,
2004.
WORKING RESULTS
Particulars
1.
2.
3.
4.
5.
6.
7.

(Rs. in lacs)
Current
Year

Profit before interest

& depreciation
Less interest
Profit before depreciation
Less: Depreciation
Profit before taxation
Add: Balance brought
forward
Total amount available
for disposal

Previous
Year

453.18
142.15
311.03
131.76
179.27

344.41
154.59
189.82
142.93
46.89

50.65

5.93

229.92

52.82

APPROPRIATION
8.
9.
10.
11.

Provision for taxation

14.09
Dividend
54.00
Tax on Dividend
6.92
Short/(Excess) Provision of
. Income Tax
0.74
12
Provision for deferred l-Tax Iiability8.06
13. Balance C/D
146.11

5.00

(3.69)
0.86

50.65

OPERATIONS
The profitability of Company improved significantly
even though the sales turnover was low due to
depressed demand. The increase in the profitability
was due to economy measures and operational
efficiencies achieved, which continues to engage
managements attention and barring unforeseen
circumstances the profitability should be maintained.
However, during the current year the prices of
molasses have skyrocketed and unless the prices
stablise at reasonable levels the profitability will be
impacted adversely. Steps seeking price increase
from CSD a major IMFL customer and Government
agencies are underway if granted will partially offset
the inputs price increase.
During the year under review the Rajasthan Govt.
permitted the Bottling Units in the State to bottle
Country Liquor. Accordingly, Jetpura Unit of the
Company started production of Country Liquor and till
July, 2004 sold 75000 cases. The operations of units
at Jammu, Goa and Wada Unit (Tie-up arrangement)
with Amber Distillery were satisfactory. However,
during the current year the operations of Dera-Bassi
Unit were seriously affected because of heavy rains,
inundation and floods in Patiala District. The factory
remained submerged in water and there was heavy
damage to the raw material, packing material, work in
process and finished goods lying in the Bonded
warehouse. The Building & Plant and Machinery were
also substantially damaged. Efforts are underway to
make up for the loss of production. The Asansol Unit is

almost complete and will commence production in the

month of September, 2004.
The company is making continuous efforts to enter in
new territories such as, Andhara Pradesh, Karnatka
Amnachal Pradesh, and Pondicharry for sale.
The Company during the year launched B&G
Napoleon VSQP brandy for catering to International
Markets and is also planning to start new category of
"Ready to Drink" products like breezers and coolers.
The company has entered in the lucrative export
markets and the initial response is satisfactory.
Your directors recommend dividend @ 9% during the
year under review.
ENVIRONMENT
Your company has always been conscious about the
importance of environment and as usual taken steps to
maintain its operations to be environment friendly. The
Company's Distillery at Raja-ka-Sahaspur has
undertaken Green field Scheme Plantation and has
planted about 4000 plants. In compliance with the
directives of the Central Pollution Control Board and
UP Pollution Control Board for achieving Zero
Discharge & Zero pollution by December 2005. Your
company has submitted the Road Map and
undertaken in hand the implementation of the same. In
addition to that the company is in the process of
locating new effective technology to meet Zero
discharge and Zero pollution.
DEPOSITS
The Company has not accepted any deposits from the
public and there was no outstanding deposit as on 31sl
March, 2004 within the meaning of Sec.58A of the
Companies Act, 1956.
RESEARCH & DEVELOPMENT( R&D)
R&D continues to be a significant area of the
Company's operations with focus on developing new
blends and improvement in the quality of existing
products. R&D also worked on improving processes,
cost reduction. Endeavors are made on regular basis
to improve the yield of fermentation and distillation.
The Company has not imported any technology during
the relevant period. The company has retained
renowned consultant M/s Crest Biotech (P.) Ltd. to
improve fermentation & distillation efficiency and to
achieve production of minimum cost.
CONSERVATION OF ENERGY
The company continues to accord high priority to
conservation of energy and proper care has been
taken to modernize the boiler, the plant and machinery
to improve the yield.The Distillery is producing Biogas
and using it for in house captive power generation.
Efforts are being made to generate more and more in
house captive power from Biogas.

The House of NICOL since 1943

www.reportjunction.com

SANSCO SERVICES - Annual Reports Library Services - www.sansco.net

INFORMATION AS PER SECTION 217(1 )(e) AND

217(2A) OF..THE COMPANIES ACT.1956
During the year, there was no employee in receipt of
remuneration in excess of the limits laid down under
section 217 (2A) of the Companies Act,1956.
Particulars regarding conservation of energy, Foreign
exchange earnings and outgo are given in Addendum
to the Report. Efforts to absorb latest technology,
wherever possible, are continuously being made.
DIRECTORS
Shri P.M. Behal and Col. S.S. Sharma, Directors are
retiring by rotation and being eligible, offer themselves
for re-appointment.
During the year under report Shri Debabrata Mitra and
Shri Pradeep Kapoor were appointed Additional
Directors of the Company and both of them to hold
office till the date of the next Annual General Meeting.
They are being appointed as Directors liable to retire by
rotation in the ensuing AGM. Further Shri S.P. Seth
was re-appointed as whole time Chairman for a term of
one year.
DIRECTORS RESPONSIBILITY STATEMENT :

AUDITORS
M/s J.N.Sharma & Co., Chartered Accountants, who
are the Statutory Auditors, retire at the forthcoming
Annual General Meeting and being eligible, offer
themselves for re-appointment.
ACKNOWLEDGEMENTS.
The Board of Directors take this opportunity to thank
the State Bank of India, State Bank of Patiala,
Pradeshiya Industrial and Investment Corporation
Ltd., and other Financial Institutions etc. for their cooperation and assistance extended to the Company
from time to time. The Board of Directors are also
grateful to the valued customers, esteemed
shareholders for their patronage and confidence
reposed in the company. The Board of Directors would
like to place on record their appreciation of the valuable
contribution made by its employees at all levels.

On the behalf of the Board

Place: New Delhi

Dated: the 31 st August, 2004

S.P. SETH
Chairman

Pursuant to the requirement under Section 217 (2AA)

of the Companies Act, 1956 , with respect to the
Director's Responsibility Statement, It is hereby
confirmed:
i) That in the preparation of the Annual Accounts for
the financial year ended 31st March, 2004 the
applicable accounting standards have been
followed along with proper explanation relating to
material departures.
ii) That the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for the
year under review.
iii) That the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities.
iv) That the accounts for the financial year ended 31st
March, 2004 have been prepared on a going
concern basis.

The House of NICOL since 1943

www.reportjunction.com