Académique Documents
Professionnel Documents
Culture Documents
Auditors’ Report 51 Balance Sheet 54 Profit and Loss Account 55 Cash Flow Statement 56
Schedules and Notes 57 Balance Sheet Abstract 77 Section 212 78 Subsidiary Accounts 79
REPLENISHED.
Each time our consumers are
REFRESHED.
Each time our employees are
REJUVENATED.
Each time our suppliers are
REVITALISED.
Each time our shareholders are
REASSURED.
Each time someone turns to…
A cola bottle for a drink.
A jam bottle for a serving.
A medicine bottle for a dose.
A champagne bottle for a toast.
A health supplement bottle for a dollop.
Certifications
The Company’s ISO 9000:2000 quality certification resulted in
a dependable product and process consistency. Besides, it is
pursuing ISO 14000/18000/22000 certifications for
comprehensive environmental compliance.
Listing
Our shares are listed on the National Stock Exchange, the
Bombay Stock Exchange and the Calcutta Stock Exchange. Our
Company enjoyed a Rs. 724.91 cr market capitalisation as on
March 31, 2009.
Global partners
Batch houses from Zippe (Germany); furnaces from Sorg and
Horn (Germany); Forehearths from Emhart (USA) and PSR RANBAXY
LABORATORIES LIMITED
Deployed ERP and SAP to reduce costs and minimise In the numbers
disruptions in operations Turnover increased 25.28 percent from
Rs. 1,148.34 cr in 2007-08 to Rs. 1,438.60 cr
Developed CAD/CAM facilities to design a variety of
bottles in different sizes, customised to the precise Net sales escalated 28.37 percent from
requirements of pharmaceutical, processed foods, Rs. 1,021.30 cr in 2007-08 to Rs. 1,311.04 cr
liquor and soft drink industries
EBIDTA strengthened 9.89 percent from
Rs. 214.67 cr in 2007-08 to Rs. 235.91 cr
8
OUR GLOBAL
OPERATING
FRAMEWORK
World-class
capabilities
•Revenue growth
management
•Supply chain
•Sales and customer
service
Drive long-term
consistent
sustainable growth
2004-05 75.59
2005-06 73.95
2006-07 103.25
2007-08 214.67
EBIDTA (Rs. in cr)
2008-09 235.91
2004-05 31.51
2005-06 23.95
2006-07 34.24
2007-08 160.34
2008-09 107.75
2004-05 61.41
2005-06 56.70
2006-07 69.27
2007-08 203.83
2008-09 182.49
Post-tax profit (Rs. in cr) Cash profit (Rs. in cr)
Challenging times. Declining offtake.
2004-05 16.06
2005-06 15.57
2006-07 17.34
2007-08 18.69
2008-09 16.40
2004-05 28.53
2005-06 21.69 (basic) (Rs.)
2006-07 31.01
2007-08 91.79
EBIDTA margin (Percent) Earnings per share
2008-09 61.68
2004-05 0.51
2005-06 0.58
2006-07 0.43
2007-08 0.18
long term loans)
2008-09 0.36
Debt-equity ratio (on
2004-05 125.04
2005-06 145.93
share (Rs.)
2006-07 175.80
2007-08 433.70
2008-09 475.97
Rising book value per
HNG selected a difficult year to post record numbers.
2004-05 7
2005-06 7
2006-07 10
2007-08
payout (Percent)
40
2008-09
Consistent dividend
50
12
One of our most visible customer-
centric achievements in 2008-09
comprised the creation of
light-weight
container glass
bottles.
Today, HNG is an industry vanguard, thanks to our decades- areas. Our customers have come to expect great products and
rich dedication to the simple principles of giving our services from us, which we are determined to deliver. Our
customers what they want, when they want and how they employees have come to expect a fertile environment in which
want. This is what our corporate success has done to us: it has they can perform and a management structure that
broadened our mission; it has made us more responsible and encourages, nurtures, values and rewards the creative process.
sensitive to customer demands; it has enabled us to firmly Exploration of the possible – and sometimes the impossible –
integrate with customer product innovation and development will always be encouraged.
cycles, and in doing so, deeply embrace the relationship.
There is much uncertainty and unpredictability in the current
This enhanced customer-centricity strengthened our global economic scenario, which has adversely affected
organisational focus towards market-driving innovations and people’s lives and ways in which business is being conducted.
transformation. This constancy of purpose will accelerate As a responsible and conscientious corporate, we are
global leadership and consequent wealth creation, benefiting committed to harness the best available resources for our
all stake owners. products, while upholding the highest standards of quality,
integrity and customer-centricity.
Changing faster for the better
One of our most visible customer-centric achievements in
At HNG, we believe in a simple dictum: transcendence
2008-09 comprised the creation of light-weight container
through transformation. Transformation as in challenging
glass bottles. This was in view of our customers’ need to lower
conventions; transformation as in embracing business-
cost structures in an economy marked by declining consumer
impacting change as a condition for forward movement;
spends. Operational excellence lowered glass intake per tonne
transformation as in inculcating a culture of innovation,
of bottles. A lighter and thinner bottle also offered our
defying all odds. At HNG, transformation has brought success
customers several advantages: one, optimum space utilisation
– and success for us necessitates further transformation.
during transportation; two, low transportation and handling
Our transformation has done one more important thing to costs; three, better asset and capacity utilisation through
us: it has enhanced our commitment quotient – commitment faster bottling operations, reflected in increased frequency of
to our customers, commitment to our employees, and bottles filled per minute; four, lower wastage and bottle
commitment to the communities around our operational breakages owing to higher glass strength; and five,
15
LOCALLY
MANUFACTURED
BOTTLES.
GLOBALLY
BENCHMARKED
STANDARDS.
Customer strength and improved bottle surface lubrication.
The Global Green Company Limited (GGCL) is a part of the
diversified USD 3 billion Avantha Group. GGCL possesses
Customer benefits
The improved product immediately translated into a superior
multiple plants across India and Europe to process gherkins.
performance at the customer’s packaging line in the following
Customer objectives ways:
GGCL desired to evolve its product sourcing with the following Accelerated production by nearly 40 jars per minute
objectives in mind: indigenise jars complying with
Enhanced packing line efficiency by over 22 percent
international standards on the one hand and reduce costs on
the other. Reduced wastages/bottle loss from 1 percent to less than
0.5 percent
Our response
HNG designed and developed customised jars in line with the Customer satisfaction
customer’s needs. It imported new hot-end coating “The gherkin jars developed by HNG, helped us achieve
equipment for the first time in India and revamped its cold- the desired objectives — the quality of jars continues to meet
end coating technology. These proactive investments international standards and line performance has seen a
translated into a number of benefits: a compliance with substantial improvement. We are eager to maintain a steady
international bottling standards and requirements, coat layer long-term relationship with HNG, not only for this line
permanence, enhanced scratch resistance, increased bottle of products, but other SKUs as well!” Santosh Nair,
first time
in India
and revamped its cold-end
coating technology.
17
ENHANCING
AESTHETICS.
OPTIMISING
COSTS.
Customer
The Coimbatore-based Shiva Distilleries Limited is engaged in the production
of a range of India Made Foreign Liquor with an annual production capacity of
6.6 million cases, leading to a Rs. 405-cr turnover.
18
Customer objectives standard bottle reduced substantially with an overall
Some time ago, a company approached HNG with the improvement in line performance. We look forward to
following needs: working on more designs with HNG to improve our brand
equity and achieve cost optimisation benefits.
To graduate to a fresh bottle design, optimise line
speeds, improve productivity and reduce marketing time Dr. S.V. Balasubramaniam, Chairman, Bannari Amman
To strengthen brand equity in a competitive marketplace Group*
Customer benefits
Our customer enjoyed the following benefits:
HNG designed a 180 ml bottle with
Improved overall line efficiencies
its principal axis set to
Reduced wastages
Aesthetically differentiated product, leading to a
competitive edge
enhance bottle
Customer speak
compactness,
“The 180 ml bottle developed by HNG helped us meet our improved glass distribution,
desired objectives. The breakage level for this bottle vis-à-vis a enhanced tensile strength etc.
20
satisfaction that in a year when the market environment packaging demand will drive the demand for container glass
turned challenging for most companies, HNG helped its over plastic alternatives.
customer emerge more competitive.
We are passing through a period of economic uncertainty. In
In 2007-08, we merged ACE Glass Containers Limited with our this environment, there will be some local or global acquisition
Company, whose full benefit was reflected in the Company’s opportunities around an attractive price-value. We must
working. ACE Glass Containers Limited was the second largest apprise our stakeholders that we will address those
Indian container glass manufacturer after us with a capacity of opportunities with adequate prudence and entrepreneurial
0.37 million TPA across Rishikesh, Puducherry and Nashik. The alertness but only after we are adequately convinced that the
merger widened our margin-accretive product portfolio, addition will enhance our overall organisational value.
enhanced our economies-of-scale and strengthened our
We also expect to complete the implementation of the NNPB
customer service flexibility. This immediately translated into
technology across all our manufacturing units. The total
enhanced visibility. For instance, our Company was ranked
implementation of SAP across our organisation will enhance
307th among the top 1,000 companies – ranked on the basis
accurate information availability and reinforce our customer-
of net sales and other financial parameters – by Business
centricity and market-responsiveness.
Standard in March 2009, the only company from our industry
to figure in the list. Our Company was also rated the best
Indian company in the ‘Glass & Ceramics’ category by Dun &
Bradstreet, strengthening our brand.
21
CORPORATE
RESPONSIBILITY
AND SUSTAINABILITY
AT HNG
We have focused on four CSR areas – critical to our business and key for
our stakeholders – comprising the following:
Water stewardship
Sustainable packaging and recycling
Energy conservation and climate change
Productivity gains and improvements
We are delighted to present the Annual Report together with the audited accounts of our business and operations for the
year ended March 31, 2009.
Financial Highlights
(Rs. in lacs)
Year ended March 31, 2009 Year ended March 31, 2008
Information pursuant to Section 217(1)(e) read with Companies 3. Side Insulation done to reduce LPG consumption.
(Disclosure of Particulars in the Report of Board of Directors) 4. Construction of stand by Thickner in Sand Plant for water
Rules, 1988 and forming a part of the Directors’ Report for the conservation by recycling the used water.
year ended March 31, 2009.
5. Replacement of 250 watt High Power sodium vapor Lamp
I. Conservation of Energy with 108 watt CFL Lamp.
Energy conservation measures taken 6. Your Company contemplates making such investments as and
1. Increased power factor from 0.97 to 0.99 by installing the when suitable to reduce energy consumption. The material
Capacitors. impact of such measures on the production cost therefore
2. Energy savings by routing dry air to Furnaces. cannot be quantified at this stage.
FORM - A
Disclosure of particulars with respect to Conservation of Energy
II. Disclosure of particulars with respect to Automatic Moisture Measurement System installed in batch
technology absorption houses for measurement and correction of silica sand moisture.
A. Research and Development (R&D) On line Oxygen Measurement and Automatic FO/ Combustion
Research & Development continues to remain a focal point in Air Ratio Correction System from STG, were installed to conserve
our efforts towards improvement. Energy consumption and Furnace oil consumed.
absorption have been principal areas of action. As the Company Developed its top geared CAD/CAM facilities to design bottles
does not have any exclusive R&D facilities, it carries out its in various shapes customised to the requirements of
developmental activities for process innovation and product pharmaceutical, cosmetic, processed food, liquor and soft drinks
development as a part of its business process. industries.
Benefits Derived Modern ERP application software like SAP is being installed to
As a result of Company’s continuous growth in Research & reduce cost and minimise disruptions in the Company’s
Development, there had been reduction in cost of production. operations.
(a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2009 and to the best of
our knowledge and belief:
(i) these statements do not contain any materially untrue statements 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) To the best of our knowledge and belief, no transactions entered into by the Company during the financial year ended March
31, 2009 are fraudulent, illegal or violating the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of
such internal controls, if any, of which we are aware have been disclosed to the Auditors and the Audit Committee and steps have
been taken to rectify those deficiencies.
Kolkata
June 20, 2009
1 Mr. Sanjay Somany 50 B. Com. Dip. 01.10.2005 Managing 1,35,01,378 Glass Equipment
In Diesel Engg. Director (India) Ltd.
29 years (To Manage the (Managing Director)
affairs of the
Company on day
to day basis)
3 Mr. R. R. Soni 50 B.Com (Hons) 27.10.2008 Executive Director 26,33,585 Grasim Industries Ltd.
F.C.A. (Sr. Vice President)
27 years
Notes:
1. Remuneration includes Salary, Commission, and contribution to P.F. Gratuity and other facilities.
2. Mr.C.K.Somany is related to both Mr.Sanjay Somany and Mr.Mukul Somany and both of them are also related to each other.
3. Mr. R. R. Soni who was designated as Sr. President & Chief Financial Officer, was appointed as the Executive Director w.e.f. from
October 27, 2008.
4. All appointments of the above employees are contractual.
Kolkata C. K. Somany
June 20, 2009 Chairman
Indian packaging industry World glass container per capita consumption (Kg.)
Indian packaging industry is estimated at US$ 14 billion and
growing at a rate of more than 15% annually. These figures
indicate a change in the industrial and consumer set up.
The Indian fascination for rigid packaging remains intact.
It is estimated that more than 80% of the total packaging in
India constitutes rigid packaging, the oldest and the most
conventional form of packaging. The remaining 20% comprises
flexible packaging.
India's per capita packaging consumption is less than US$ 15
against world wide average of nearly US$ 100.
The large and growing Indian middle class, along with the
growth in organised retail in the country, are driving demand in
the packaging industry. Another factor, providing substantial Advantage glass
stimulus to the packaging industry, is the rapid growth of Environment friendly
Glass recycling
Save energy in manufacturing for each tonne of cullet
(recyclable glass) used, energy consumption is reduced by 2.5%
Reduces emissions (including CO2)
Preserves raw materials and landscapes
Leveraged a decades-rich relationship with soda ash vendors Proposed entry into long-term (annual) contracts with vendors
like Magadi (East Africa), Tata Chemicals, Gujarat Heavy leading to win-win situations
Chemicals and Nirma leading to stable supplies Proposed organised cullet collection from vendors, improving
Widened supply sources through the enlistment of a chemical availability
soda ash supplier from Iran Proposed optimisation of logistic costs through silica
Imported around 50 percent of its annual soda ash procurement from captive mines located within 250 km of each
requirement of 100,000 tons plant (Prospecting Licenses applied for)
Competition risk Growing competition (organised and The Company retained its position as India’s largest container
unorganised players) could affect growth glass player with a market share in excess of 65 percent market
Accelerated bottle light weighting to benefit consumers
Widened the product portfolio to address a broader
client base
Profitability risk Profitability could be affected on The Company improved its average realisations from
account of declining realisations, Rs. 14,678 per tonne in 2007-08 to Rs. 17,127 per tonne
product stagnation or cost increase in 2008-09
Reinforced its culture of product value-addition
Retained its industry cost leadership
Input risk A disruption in quality raw material The Company intends to extend raw material supply contracts
availability at the right price may from three months to a year
affect the Company’s competitive edge Propose to have reasonable inventory for all critical raw
material depending on lead time.
Propose reduction in freight cost by having exclusive
agreements with transporters for movement of raw material.
Strengthening raw material sourcing by widening the vendor
base
Plans to acquire silica mines in the vicinity of its six
manufacturing units
Operation risk Operational inefficiencies could increase The Company reinforced its pioneering industry status
the Company’s cost through the bottle light-weighting technology
Implemented the in-plant narrow-neck-press-and-blow
technology to catalyse light weighting by up to 25-30 percent
Implemented vacuum pumps in production lines, enhanced
productivity, improved quality and reduced energy
consumption
Introduced Japanese technology in reducing job change and
stabilisation time leading to enhanced capacity utilisation
Marketing risk The Company may find it difficult to The Company enjoys a decades-rich relationship with its
capitalise on emerging opportunities clients
due to weak marketing Enjoys a 26-nation presence to be increased further in the
financial year 2009-10
Deepened its global footprint in Europe, Asia and America.
1. Company’s philosophy on Code of Governance Present composition and size of the Board-
We at HNG believe good Corporate Governance is a pre-requisite The composition of the Board of Directors as on March 31, 2009
for meeting the needs and aspirations of its shareholders and is given below. Out of the total 10 Directors on the Board:
other stakeholders in the Company and firmly believe that the
3 are Executive Directors
same could be achieved by maintaining a system and process
1 is a Non-Executive Director
from which emerges the cornerstones of Company’s governance
philosophy, namely trusteeship, transparency, empowerment 6 are Non-Executive Independent Directors
and accountability, control and ethical corporate citizenship. The The Chairman of the Company is a Non-Executive, Non-
practice of each of these creates the right corporate culture that Independent Director. The number of Independent Directors
fulfils the true purpose of Corporate Governance. exceeds one-half of the total number of Directors.
During the financial year 2008-09, the Company has kept its Attendance of Directors at the previous Annual General
commitment towards the required norms and disclosures on Meeting (AGM)-
Corporate Governance under the Listing Agreement executed The last Annual General Meeting was held on September 8,
with the stock exchanges, in which the shares of the Company 2008 at Rotary Sadan, 94/2, Chowringhee Road, Kolkata 700
are listed. 020 and the same was attended by all the Directors except
Mr. S.K. Bangur and Dr. I.K. Saha.
2. Board of Directors
The Company has formed an active, well-informed Board with Attendance of Directors at the Board meeting and number of
the majority comprising Independent Directors to uphold the other directorships and other Board committee memberships,
Company’s commitment to high standards of ethical values and etc. during the year under review-
business integrity.
Name of the Director Category of No of Board Directorship in other #No. of committees (Other than that
directorship meeting(s) companies of the Company) in which he is
attended incorporated in India^
Chairman Member Total
^excludes directorship of companies formed u/s 25 of the Companies Act, 1956, private limited companies and foreign
companies.
# Membership/Chairmanship of Audit committees and Shareholders’/Investors’ Grievance committees have been considered.
Sl. no. Date of meeting During the quarter Duration between last Board Meeting
01 May 16, 2008 April’08 – June’08 114 days
02 June 25, 2008 April’08 – June’08 39 days
03 July 25, 2008 July’08 – September’08 29 days
04 October 27, 2008 October’08 – December’08 93 days
05 January 27, 2009 January’09 – March’09 91 days
The Board meetings are normally convened on the directions 2. Recommending to the Board, the appointment,
received from the Chairman/Managing Director of the Company. re-appointment and, if required, replacement or removal of the
A detailed agenda is circulated to the members of the Board, at Statutory Auditors, Tax Auditors and Internal Auditors of the
least three days prior to the date of the meeting. Agenda items Company and the fixation of audit fees.
are circulated along with relevant information to enable the 3. Approval of payment to Statutory Auditors for any other
Board members to take appropriate decisions. The minutes of services rendered by them.
the Committees of the Board are regularly placed before the
4. Reviewing, with the management, the annual financial
Board.
statements before submission to the Board for approval, with
3. Audit Committee particular reference to:
Terms of reference- a. Matters required to be included in the Directors’ Responsibility
The Company constituted an Audit Committee in the year 2000. Statement forming a part of the Board’s Report in terms of
The terms of reference of the Audit Committee are as follows:- Section 217(2AA) of the Companies Act, 1956.
1. Oversight of the Company’s financial reporting process and b. Changes, if any, in accounting policies and practices and
the disclosure of its financial information to ensure that the reasons for the same.
financial statement is correct, sufficient and credible.
g. Qualifications in the Auditors’ Report. 12. Carrying out any other function as mentioned in the terms
of reference of the Audit Committee.
5. Reviewing, with the management, the quarterly financial
statements before submission to the Board for approval. Composition, meetings and attendance during the
6. Reviewing, with the management, performance of statutory year-
and internal auditors and adequacy of the internal control During the financial year ended March 31, 2009, eight meetings
systems. of the Audit Committee were held and the attendance of each
member of the Committee is given below:
7. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing Dates of meetings
and seniority of the official heading the department, reporting May 31, 2008, June 25, 2008, July 25, 2008, August 13, 2008,
structure coverage and frequency of internal audit. October 26, 2008, December 16, 2008, January 27, 2009,
8. Reviewing with internal auditors any significant findings and February 24, 2009.
follow-up there on. Members of the Audit Committee have the requisite financial
9. Reviewing the findings of any internal investigations by the and management expertise. The Chairman of the Audit
internal auditors into matters where there is a suspected fraud Committee attended the 62nd Annual General Meeting of the
or irregularity or a failure of internal control systems of a material Company.
4. Remuneration Committee
Terms of reference- To formulate and determine the Company’s policy regarding remuneration packages for Executive Directors
including any compensation payments.
Composition, meetings and attendance during the year-
(In Rupees)
* Mr. C.K. Somany is father of Mr. Sanjay Somany, Managing Director and Mr. Mukul Somany, Joint Managing Director. Other
Directors are not related to one another.
(In Rupees)
Break-up remuneration Executive Directors
Mr. Sanjay Somany * Mr. Mukul Somany* Mr. R. R. Soni
Business relationship with HNGIL Managing Director, Jt. Managing Director, Executive Director
Promoter’s family Promoters’ family
Salary 63,48,000 63,48,000 8,25,806
Provident Fund 7,61,760 7,55,268 96,305
Perquisites 43,618 3,22,266 4,75,514
Commission 63,48,000 63,48,000 4,12,903
Total 1,35,01,378 1,37,73,534 18,10,528
* Mr. Sanjay Somany, Managing Director and Mr. Mukul Somany, Joint Managing Director, who are brothers are related
to Mr. C.K. Somany, Chairman of the Company.
Notes:
a. The agreements with the Executive Directors is for a period of five years for Mr. Sanjay Somany and Mr. Mukul Somany w.e.f.
October 1, 2005 up to September 30, 2010 and for a period of three years for Mr. R. R. Soni w.e.f. October 27, 2008 up to October
26, 2011; or the normal retirement date, whichever is earlier. Either party to the agreement is entitled to terminate it by giving not
less than three months' notice in writing to the other party.
b. Mr. Sanjay Somany and Mr. Mukul Somany are entitled to a commission of 1% of the net profits subject to a ceiling of their annual
salary. Mr. R. R. Soni is entitled to a commission of 0.5% of the net profits subject to a ceiling of 50% of his annual salary.
c. No stock options is available with the Executive Directors or the employees of the Company.
The dates on which the meetings of the Share Transfer and Shareholders' Grievance Committee were held during the year:
Date of meetings
June 25 , 2008 July 25, 2008 October 27, 2008 January 27, 2009
The Compliance Officer of the Company is Mr. Priya Ranjan who is also the Company Secretary of the Company.
Details regarding Special Resolutions passed during the previous three years are given below:
61st Annual General Meeting 1. Resolution requiring approval for payment of commission to the Non-Executive Directors.
2. Resolution requiring approval u/s. 314 of the Companies Act, 1956 for Mr. Bharat
Somany, to hold office or place of profit in the Company.
Source: www.bseindia.com
3] The Equity Shares of the Company were listed and admitted for dealing on the National Stock Exchange Limited w.e.f April
15, 2009.
Performance in comparison to broad-based indices such as BSE Sensex
Monthly High & Low at Bombay Stock Exchange (HNG vs. Sensex)
Share transfer system The transfer of shares in physical form is processed and completed by
M/s Maheshwari Datamatics Pvt. Ltd. within a period of fifteen days from the date
of receipt thereof, provided all the documents are in order. In case of shares in
electronic form, the transfers are processed by the NSDL/CDSL through respective
depository participants.
Distribution of Share Holding and Share Holding Pattern as on March 31, 2009
Dividend – The Board has recommended dividend @ 50% or Rs. 5 per equity share
III. 14, RIICO Industrial Area IV. P.O. Virbhadra, Rishikesh - 249201,
Neemrana, Distt. Alwar, Pin - 301705 (Rajasthan) Dist. Dehradun, Uttarakhand
Tel - 01494 - 246712, 513935 Phone: (0135) 2470700, Fax (0135) 2470777
Fax - 01494 - 246713
Treasury Management Committee The Board of Directors at its meeting held on May 9, 2005, have constituted a
Committee of its member known as the Treasury Management Committee to approve
and authorise transactions involving the day-to-day management of the funds with
more efficiency. The Committee comprises Mr. Sanjay Somany, Mr. Mukul Somany,
Mr. R.K. Daga and Mr. Dipankar Chatterji as its members. During the financial year
2008-09, 37 meetings of the Treasury Management Committee were held.
Remuneration Committee The details of the Committee have already been stated at point no 4 of this report.
Declaration
All the Board Members and the senior management personnel have affirmed their compliance with the ‘Code of Conduct for
Members of the Board and Senior Management’ for the financial year 2008-09 in terms of Clause 49(I)(D)(ii) of the Listing Agreement
with the Stock Exchanges.
Certificate
The Members of Hindusthan National Glass & Industries Limited. In our opinion and to the best of information and explanations
given to us and the representations made by the Directors and
We have examined the compliance of the conditions of
the management, we certify that the Company has complied in
Corporate Governance by Hindusthan National Glass &
all material aspects with the conditions of Corporate Governance
Industries Ltd. for the financial year ended March 31, 2009 as
as stipulated in the above-mentioned Listing Agreement.
stipulated in Clause 49 of the Listing Agreement of the said
Company with stock exchanges in India. We further state that such compliance is neither an assurance as
to the future viability of the Company, nor the efficiency or
The compliance of conditions of Corporate Governance is the
effectiveness with which the management has conducted the
responsibility of the management. Our examination was carried
affairs of the Company.
out in accordance with the guidance note on certification of
Corporate Governance (as stipulated in Clause 49 of the Listing For Lodha and Co.
Agreement) issued by The Institute of Chartered Accountants of (Chartered Accountants)
India, and 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 Kolkata (H.K. Verma)
nor an expression of the opinion on the financial statements of June 20, 2009 Partner
the Company.
To the Members
We have audited the attached Balance Sheet of HINDUSTHAN transit has been physically verified by the management
NATIONAL GLASS & INDUSTRIES LIMITED as at March 31, 2009 at regular intervals during the year. In our opinion and
and also the Profit and Loss Account and the Cash Flow Statement according to the information and explanations given to
for the year ended on that date, annexed thereto. These financial us, the frequency of verification is reasonable.
statements are the responsibility of the Company’s management.
b) In our opinion, the procedure for the physical
Our responsibility is to express an opinion on these financial
verification of the inventory followed by the
statements based on our audit.
management is reasonable and adequate in relation to
We conducted our audit in accordance with auditing standards the size of the Company and the nature of its business.
generally accepted in India. Those standards require that we plan
c) The Company is maintaining proper records of
and perform the audit to obtain reasonable assurance about
inventory. As explained to us, discrepancies noticed on
whether the financial statements are free of material misstatement.
physical verification of inventory were not material.
An audit includes, examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit iii) a) The Company has not granted any loans, secured or
also includes assessing the accounting principles used and significant unsecured, to companies covered in the register
estimates made by the management, as well as evaluating the maintained under section 301 of the Act. Therefore the
overall financial statement presentation. We believe that our audit provisions of clause 4(iii) (a) to (d) are not applicable to
provides a reasonable basis for our opinion. the Company.
1. As required by the Companies (Auditor’s Report) Order, 2003, b) The Company had not taken any unsecured loan from
as amended by the Companies (Auditors Report) (Amendment) companies covered in the register maintained under
Order, 2004 issued by the Central Government of India in terms section 301 of the Companies Act, 1956. The total
of Section 227(4A) of the Companies Act, 1956 and on the basis number of parties is zero and the maximum amount
of such checks as we considered appropriate and according to involved during the year was Rs Nil and at the year-end
the information and explanations given to us, we further report there was no outstanding balance of loan. Therefore the
that: provisions of clause 4(iii) (e) to (g) are not applicable to
the Company.
i) a) The Company has maintained proper records showing
full particulars including quantitative details and iv) In our opinion and according to the information and
situation of fixed assets. explanations given to us, having regard to the explanations
that some of the items are of special nature for which
b) All the assets have not been physically verified by the
alternative quotations are not available, there are adequate
management during the year but there is regular
internal control procedures commensurate with the size of
programme of verification, which, in our opinion, is
the Company and nature of its business with regard to the
reasonable having regard to the size of the Company
purchase of inventory, fixed assets and for the sale of goods
and the nature of its assets. There were no material
and services. During the course of our audit, no major
discrepancies with regard to book records in respect of
weakness has been noticed in the internal control system.
the assets verified during the year.
v) a) To the best of our knowledge and belief and according
c) During the year, the Company has not disposed off a
to the information and explanations given to us, we are
substantial part of its fixed assets.
of the opinion that the transactions that need to be
ii) a) The inventory except stock lying with third parties and in entered into the register maintained under section 301
Name of the Nature of Dues Amount Period to which Forum where dispute
Statute (Rs in lacs) the amount relates is pending
(Financial year)
The Central Excise Excise Duty 588.50 1995-96, 1996-97, 1997-98, Supreme Court
Act, 1944 2000-01
4.00 2001-02, 2005-06 High Court
602.16 1995-96, 1998-99, 1999-2000, CESTAT
2002-03, 2003-04, 2004-05,
2005-06, 2006-07
127.09 2000-01, 2001-02, 2004-05, Commissioner (Appeals)
2006-07, 2007-08
13.07 1993-96 Assistant Commissioner
The Sales tax Sales Tax 58.59 1996-97, 1997-98, 1998-99, T.T. Tribunal, Dehradun
Act, 1932 1999-00
6.89 2003-04 J.C. (Appeal), Dehradun
Maharshtra Value 114.00 2005-06, 2006-07 Maharshtra Sales Tax Tribunal, Mumbai
Added Tax
Act, 2002
Bombay Sales Tax Sales Tax 51.31 1997-98 Commissioner sales Tax, Pune
Act, 1959
Haryana General Sales Tax 77.52 2002-03 Assessing Authority (Jhajjar)
Sales Tax Act 2.60 2005-06 Dy.Excise & Taxation Commissioner, Haryana
Mines and Minerals 79.85 1993-94 District Collector, Villupuram
Regulation &
Development Act
xx) The Company has not raised any money through a public For Lodha & Co.
issue during the year. Chartered Accountants
The Schedules referred to above form an integral part of Profit and Loss Account
As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director
31.03.2009 31.03.2008
Schedule – B RESERVES AND SURPLUS
General Reserve
As per last Balance Sheet 59385.25 16500.01
Add/Less adjustment as referred to in note no 31(a) of Schedule "S" 7000.00 66385.25 42885.24 59385.25
Revaluation Reserve
As per last Balance Sheet 10601.57 3388.73
Add/Less adjustment as referred to in note no 31(b) of Schedule "S" 225.02 10376.55 7212.84 10601.57
Debenture Redemption Reserve
Add/Less adjustment as referred to in note no 31(c) of Schedule "S" 1250.00 –
Share Premium
As per last Balance Sheet 13553.84 1104.30
Add/Less adjustment as referred to in note no 31(d) of Schedule "S" 2369.18 11184.66 12449.54 13553.84
Profit and Loss Account
Surplus as per Profit and Loss Account 2574.80 1072.00
91771.26 84612.65
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – D UNSECURED LOANS
a) Short Term Loans
From Banks 5000.00 8555.45
Non Convertible Debentures * 2500.00 3000.00
From Others – 27.04
b) Trade Deposits 100.10 100.10
c) Sales Tax Deferment Loan 1610.55 1445.02
9210.65 13127.61
Note: *
* Represents Mibor linked Non-Convertible Debentures privately placed with LIC Mutual Fund (previous year with JM Mutual Fund)
Schedule – G INVENTORIES
(As valued and certified by the Management)
Raw Materials 4388.25 2615.54
Stores and Spare parts (Including in transit Rs 238.94 lacs, Previous year Rs 560.02 lacs.) 9257.55 7229.13
Packing Materials 640.44 423.81
Stock-in-Process 302.15 409.76
Finished Goods 6990.08 5736.73
21578.47 16414.97
Schedule – L PROVISIONS
For Taxation 3421.27 2111.27
For Gratuity and Unavailed Leave 1257.76 1020.55
For Fringe Benefit Tax 88.50 38.08
For Proposed Dividend 873.39 698.71
For Tax on Proposed Dividend 148.43 118.75
5789.35 3987.36
Schedule – P MATERIALS
Raw Materials Consumed 39252.14 29059.45
Purchase of Trading Material 56.97 192.16
39309.11 29251.61
31.03.2009 31.03.2008
Schedule – R INTEREST AND FINANCE EXPENSES
On Debentures 429.13 569.50
On Term Loans 2570.41 1510.40
Bank and Others 949.60 135.19
Finance Expenses 395.74 131.78
4344.88 2346.87
b. Use of Estimates
The preparation of financial statements require management to make estimates and assumption that affect the reported amount
of assets and liabilities and disclosures relating to contingent liabilities and assets as at the Balance Sheet date and the reported
amounts of income and expenses during the year. Difference between the actual results and the estimates are recognised in the year
in which the results are known /materialised.
c. Fixed Assets
Fixed Assets are stated at cost of acquisition or cost of construction or at revalued amounts wherever such assets have been revalued
or at fair value as the case may be.
Intangible Assets
vi. Computer Softwares are amortised on straight line method @33.33% over a period of three years.
e. Impairment
Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,
recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets
belonging to Cash Generating Unit (CGU) exceeds recoverable amount. The recoverable amount is the greater of assets net selling
price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are discounted to their
present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable amount and such loss
either no longer exists or has decreased. Impairment loss/reversal thereof is adjusted to the carrying value of the respective assets,
which in case of CGU, are allocated to its assets on a prorata basis.
f. Investments
Long Term Investments are stated at cost, less provision for diminution in value other than temporary, if any. Current Investments
are valued at cost or fair value whichever is lower.
g. Inventories
Inventories are valued at the lower of cost or estimated net realisable value. In respect of Raw Materials, Stores, Spare Parts, Fuel,
Building and Packing Materials the cost includes the taxes and duties other than those recoverable from taxing authorities and other
expenses incurred for procuring the same. In respect of Finished Goods and Work-in-Process the cost includes manufacturing
expenses and appropriate portion of overheads. The cost of inventories is determined on the weighted average basis.
Own manufactured moulds used for the manufacture of glass items are recorded at weighted average cost, which includes prime
cost, factory and general overheads and the same are classified as stores and spare parts under inventories.
Exchange differences arising with respect to forward contracts other than those entered into, to hedge foreign currency risk on
unexecuted firm commitments or of highly probable forecast transactions are recognised in the period in which they arise and the
difference between the forwards rate and exchange rate at the date of transaction is recognised as income/expense over the life of
the contract.
Keeping in view the announcement of “The Institute of Chartered Accountants of India” dated March 29, 2008 regarding accounting
for derivatives, mark to market losses on all other derivatives contracts (other than forward contracts dealt as above) outstanding
as at the year end, are recognised in the accounts.
i. Revenue Recognition
i) All Expenses and Incomes are accounted for on mercantile basis except otherwise stated.
ii) Income from Export Incentives, Insurance and other claims etc. is recognised on the basis of certainties as to its utilisation and
related realisation.
iii) Sales are inclusive of Packing Charges and Excise Duty but exclusive of Value Added Tax, Rebates, Discounts, and Claims etc.
k. Employee Benefits
Employee Benefits are accrued in the year services are rendered by the employees. The Company has Defined Contribution Plan for its
employees comprising of Provident Fund and Pension Fund. The Company makes regular contribution to Provident Fund which are
fully funded and administered by the Trustees / Government. The Company contributes to the Employees’ Pension Scheme, 1995
for certain categories of employees. Contributions are recognised in the Profit and Loss account on accrual basis.
Long-term employee benefits under defined benefit scheme such as gratuity, leave encashment etc. are determined at the close of
each year at the present value of the amount payable using actuarial valuation techniques.
Actuarial gains and losses are recognised in the year when they arise.
n. Borrowing Cost
Borrowing costs that are attributable to the acquisition/construction of Fixed Assets are capitalised as part of the cost of respective
assets. Other borrowing costs are recognised as an expense in the year in which they are incurred.
o. Income Tax
Provision for Tax is made for current tax, deferred tax and fringe benefit taxes. Current tax is provided on the taxable income using
the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing difference, which are capable
of reversal in subsequent periods are recognised using tax rates and tax laws, which have been enacted or substantively enacted.
Deferred tax assets are recognised only to the extent that there is a reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets will be realised. In case of carry forward of unabsorbed depreciation and tax losses,
deferred tax assets are recognised only if there is “virtual certainty” that such deferred tax assets can be realised against future
taxable profits.
p. Lease
Where the Company is the lessee, finance leases, which effectively transfer to the Company substantially all the risks and benefits
incidental to ownership of the leased item, are capitalised at the lower of the fair value and present value of the minimum lease
payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance
(Rs in lacs)
2008-09 2007-08
7) i) Land and Buildings of Rishra and Bahadurgarh units were revalued by an approved 10891.99 10891.99
valuer on April 1, 1992 and on March 31, 2006 on current replacement cost basis.
Accordingly, net amount transferred to Revaluation Reserve Account.
ii) Plant and Machinery of Rishra and Bahadurgarh units were revalued by an approved 4831.31 4831.31
valuer, on April 1, 1995 on current replacement cost basis. Accordingly, net amount
transferred to Revaluation Reserve Account.
iii) Depreciation transferred from Revaluation Reserve Account to Profit and Loss Account. 223.55 281.21
2008-09 2007-08
9) Sundry Creditor include acceptances 4388.48 392.14
11) Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956 and Commission payable to Directors
2008-09 2007-08
Profit before tax as per Profit and Loss Account 11771.75 12107.48
Add: Directors' Remuneration 159.77 126.59
Executive Directors’ Commission 131.08 110.40
Non Executive Directors' Commission 8.00 8.00
Total 12070.60 12352.47
Profit under Section 198 of the Companies Act, 1956. 12070.60 12352.47
Commission Payable
a) To the Managing Director @ 1.00% of Net Profit restricted to Annual Salary 63.48 55.20
b) To the Joint Managing Director @ 1.00% of Net Profit restricted to Annual Salary 63.48 55.20
c) To the Executive Director @ 0.50% of Net Profit restricted to Annual Salary 4.13 Nil
d) To the Non Executive Directors @1.00% of Net Profit restricted to Rs 1.00 lac per Director 8.00 8.00
(Previous Year Rs 1.00 lac per Director)
2008-09 2007-08
b) Outstanding derivative instruments 510.46 3993.25
c) Foreign currency exposure outstanding as on March 31, 2009 whish has not been
hedged by the derivative instruments:
Loans – 9297.11
Creditors 3203.02 1779.73
Debtors 208.72 1069.01
d) The amount of Exchange Gain/(Loss) of Foreign Currency Transaction adjusted to 362.40 310.07
respictive heads of accounts of the Profit and Loss Account
15) Prior Period item aggregating Rs 448.03 lacs (previous year Rs Nil) has been booked under the head Miscellaneous expenditure in the
Profit and Loss Account. Pursuant to the Scheme of Amalgamation and Re-organization of Capital (the Scheme) under Section 391 to
394 of the Companies Act, 1956, with effect from April 1, 2006, (the appointed date), Ace Glass Containers Limited (AGCL) had merged
with the Company in the previous year. In terms of the Scheme, all fixed assets were recorded at the fair values as of the appointed date.
While recording such assets in the books in the previous financial year, the value of certain assets were overstated / understated. These
assets have now been restated in current year at their appropriate value by decreasing an amount of Rs 527.77 lacs in the value of fixed
assets and prior period income adjustment by Rs 79.74 lacs in respect of discarded assets.
16) The following expenses, incurred on manufactured Moulds have been capitalised and netted from the respective heads of accounts in
the Profit and Loss Account.
2008-09 2007-08
Stores and Spares parts consumed 429.76 399.16
Power and Fuel 29.27 26.44
Salaries, Wages and Bonus 95.93 81.15
Contribution to Provident and other funds 5.55 5.78
Workman and Staff Welfare Expenses 3.69 3.42
Repair and Maintenance – Machinery 2.40 1.17
Repair and Maintenance – Others 115.64 95.68
Miscellaneous Expenses 11.47 10.70
Total 693.71 623.50
17) a) The breakup of Deferred Tax Assets and Deferred Tax Liabilities is as given below:
Opening as on (Charge)/ Credit Closing as at
01.04.2008 during the year 31.03.2009
Deferred Tax Assets
Brought Forward Losses and unabsorbed depreciation 1956.04 (1956.04) –
Expenses Allowable on Payment Basis 396.12 274.60 670.72
Provision for Loss on Derivative transactions 106.71 623.06 729.77
Provision for doubtful debts 347.69 (54.45) 293.24
Total Deferred Tax Assets 2806.56 (1112.83) 1693.73
Deferred Tax Liabilities
Depreciation 4614.08 1256.35 5870.44
Total Deferred Tax Liabilities 4614.08 1256.35 5870.44
Net Deferred Tax Liabilities (1807.52) (2369.18) (4176.71)
b) In terms of Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 as sanctioned by the Hon’ble High Court
of Calcutta vide its Order dated April 7, 2008 and by Hon’ble High Court at Delhi vide its Order dated March 19, 2008, deferred tax
liability of Rs 2369.18 lacs for the year has been adjusted to Share Premium Account.
c) The Company has provided for Minimum Alternate Tax (MAT). The Company is entitled to MAT Credit and accordingly, based on
evidences MAT Credit of Rs 355.00 lacs (previous year Rs 1367.57 lacs) has been recognised in these accounts.
d) Provision for Income Tax has been made after considering the set off of unabsorbed depreciation and brought forward business loss
of erstwhile Ace Glass Containers Limited merged with the Company with effect from April 1, 2006.
* Notes:
1. Advance to employees pursuant to general business practice and employees welfare.
2. Interest free advances in the nature of loans and advances given to employees as per general rules of the Company have not been
considered.
19) The Company has incurred Rs 38.26 Lacs (Previous year Rs 7.91 lacs) on account of Research and Development expenses, which has been
charged to Profit and Loss Account.
20) As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are
given below:
Defined Contribution Scheme
Contribution to Defined Contribution Plan, recognised for the year are as under:
The guidance note on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard
Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employers
needs to be treated as “Defined Benefit Plan”. According to the management, in consultation to the actuary, it is not practical or feasible
to actuarially value the Provident liability in the absence of any guidance from Actuarial Society of India and also due to the fact that
the rate of interest as notified by the Government can vary annually. Accordingly, the Company is currently not in a position to provide
other related disclosures as required by the aforesaid AS – 15 read with ASB guidance. However, with regard to the position of the fund
and confirmation to the Trustees of such fund, there is no shortfall as at year-end.
Defined Benefit Plan
The employees’ gratuity fund scheme managed by Birla Sun Life Insurance is a defined benefit plan. The present value of obligation is
determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise
to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for
leave encashment is recognised in the same manner as gratuity.
I. Change in the present value of the Defined Benefit obligation representing reconciliation of opening and closing balances thereof
are as follows:
Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Liability at beginning of the year 619.29 726.88 198.01
Current Service Cost 53.44 66.83 26.02
Interest Cost 44.23 57.78 16.74
Actuarial (Gain) / Loss 68.53 (98.01) 29.93
Benefits paid 59.21 (35.86) (0.23)
Liability at the end of the year 726.27 717.61 246.17
III. Expense recognised in the Income statement (Under the head “Contribution to provident and other funds” – Refer Schedule Q)
Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Current Service Cost 53.44 66.83 26.02
Interest Cost 44.23 57.78 16.74
Expected Return on plan assets 47.79 Nil Nil
Net Actuarial (Gain) / Loss to be recognised 103.05 (98.01) 29.93
Expenses recognised in Profit and Loss account 152.93 26.59 72.68
V. Compensated Absences
The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the Company as
at March 31, 2009 is Rs 246.17 lacs.
VI. Principal Actuarial assumptions at the Balance Sheet Date
Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Mortality Table LICI 1994-1996 LICI 1994-1996 LICI 1994-1996
Discount rate (per annum) 7.50 % 8.00 % 8.50 % / 7.50 %
Expected rate of return on plan assets (per annum) 8.00 % 8.00 % 8.00 %
Rate of escalation in salary (per annum) 5.00% 5.00 % 5.00 %
The estimates of rate of escalation in salary considered in actuarial valuation, taken 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.
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.
The contributions expected to be made by the Company for the year 2009-10 is yet to be determined.
The following table shows the distribution of the Company’s Debtors by Geographical market.
Sundry Debtors by Geographical Market
Particulars 2008-09 2007-08
Domestic Market 21797.47 15876.30
Overseas Market 921.52 573.33
Total 22718.99 16449.63
22) The accounts of some of the customers are pending reconciliation / confirmation and Sales Tax deferment loan of Rs 1610.55 lacs is
subject to confirmation and the same have been taken as per the balances appearing in the books.
A provision of Rs 863.04 lacs (Previous year Rs 991.53 lacs) is carried in the books against doubtful debts and the management is of
the opinion that the same is adequate and no further provision is required there against.
23) In the opinion of the Management/Board of Directors, the “Current Assets, Loans and Advances” have a value on realisation in the
ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
24) Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of
the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in
payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date. Based on above the relevant
disclosures u/s 22 of the Act are as follows:
25) Profit or loss on sale of Raw Materials and Stores has been adjusted in consumption.
26) Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.
27) Inventories of Stores and Spare Parts include items, which are lying with the Company. A provision of Rs 679.51 lacs (including Rs 61.48
lacs for the year) towards obsolescence is carried in the books and the management is of the opinion that the same is adequate and no
further provision is required there against.
28) Related Party Disclosures as identified by the management in accordance with the Accounting Standard – 18.
A) Subsidiary Companies
i) Glass Equipment (India) Limited
ii) Quality Minerals Limited
B) Associate
i) HNG Float Glass Limited
C) Directors and Relatives
i) Mr C. K. Somany – Chairman and Non Executive Director (Relative of Key Management Personnel)
ii) Mr Sanjay Somany - Managing Director and Key Management Personnel
iii) Mr Mukul Somany - Jt. Managing Director and Key Management Personnel
iv) Mr Bharat Somany – Management Trainee (Relative of Key Management Personnel)
v) Mr R. R. Soni – Executive Director and Key Management Personnel (with effect from October 27, 2008)
The aggregate amount of transactions with the related parties as mentioned in (A) above is as given hereunder:
(Rs in lacs)
2008-09 2007-08
Sale of Goods
Glass Equipment (I) Ltd. 35.21 8.90
Purchase of Goods
Glass Equipment (I) Ltd. 1189.36 1104.24
Quality Minerals Ltd. 269.10 237.06
Sale of Fixed Assets
Glass Equipment (I) Ltd. 6.12 Nil
Purchase of Fixed Assets
Glass Equipment (I) Ltd. 1499.43 954.92
Receiving of Services
Glass Equipment (I) Ltd. 343.79 48.06
Provision of Facilities
Glass Equipment (I) Ltd. 16.00 16.00
Dividend Received
Glass Equipment (I) Ltd. 26.40 0.26
Counter Guarantees Given
Glass Equipment (I) Ltd. 381.00 381.00
Counter Guarantees Taken
Glass Equipment (I) Ltd. 50.00 50.00
Payables
Glass Equipment (I) Ltd. 661.04 658.58
Quality Minerals Ltd. 7.58 55.42
The aggregate amount of transactions with the related party as mentioned in (B) above is as given hereunder:
2008-09 2007-08
Sale of Goods 46.06 Nil
Purchase of Goods 2.51 Nil
Receiving of Services 0.47 Nil
Payables 28.65 Nil
The aggregate amount of transactions with the related parties as mentioned in (C) above is as given hereunder:
Remuneration 2008-09 2007-08
1. Mr Sanjay Somany 135.01 117.02
2. Mr Mukul Somany 137.73 117.02
3. Mr Bharat Somany 2.34 1.80
4. Mr R. R. Soni 18.11 Nil
* Companies in which directors are interested as member / director(s). Further, these loans were given by the erstwhile Ace Glass
Containers Limited (AGCL) and none of the directors was director in AGCL and accordingly, as advised legally, the provisions of Section
295 of the Companies Act, 1956 are not applicable with regard to these loans.
E) Transactions for purchase of goods with Mould Equipments are covered under Section 297 of the Companies Act, 1956. Steps are
being taken to obtain Central Government approval for such transactions.
30) a) The Company has acquired certain assets under financial lease, the cost of which is included in the Gross Blocks of Buildings and
Vehicles. The lease term is 75 years for Building. The lease term is 3 years for Vehicles, after which the legal title will pass on the
Company. The lease has been recognised as an asset at the present value of the minimum lease payments. Minimum lease payments
payable in future at the balance sheet date and their present value are as under There is no escalation clause in the lease agreement
for vehicles.:
Particulars Lease payments Present value
Not later than one year 30.89 21.19
Later than one year and not later than five year 86.32 69.89
b) Assets taken under operating leases:
Office premises and office equipments are obtained on operating lease. There is no contingent rent in the lease agreements. The
lease term is for 1-3 years and is renewable at the mutual agreement of both the parties. There is no escalation clause in the lease
agreements. There are no restrictions imposed by lease agreements. There are no sublease and all the leases are cancelable in nature.
The aggregate lease rentals are charged as “Rent” in Schedule ‘Q’ of the financial statement.
31) Adjustment made in Reserve and Surplus Account
2008-09 2007-08
a) Adjustment made in General Reserve Account
Add: Adjustment consequent upon amalgamation of erstwhile Ace Glass Containers Ltd. Nil 31391.22
Add: Transfer from Capital Reserve Nil 0.04
Add: Transfer from Profit & Loss Account 7000.00 14850.00
Less: Adjustment on account of transitional provision under AS-15 Nil 118.63
Less: Loss on Ace Glass Containers Limited for the year ended March 31, 2007 Nil 3146.66
Less: Carrying Cost of shares held in erstwhile Ace Glass Containers Limited pursuant to
the Scheme of Amalgamation Nil 7.55
Less : Merger expenses and others Nil 83.18
Total 7000.00 42885.24
b) Revaluation Reserve Account
Add: Revaluation of Land and Buildings Nil 7554.80
Less: Transfer to Profit and Loss Account 223.55 281.21
Less : Adjustment on account of sale/ discard of assets 1.47 60.75
Total (225.02) 7212.84
c) Debenture Redemption Reserve
Add: Transfer from Profit and Loss Account 1250.00 Nil
Total 1250.00 Nil
d) Share Premium Account
Add: Adjustment consequent upon amalgamation of erstwhile Ace Glass Containers Ltd. Nil 12449.54
Less: Deferred Tax Liability 2369.18 Nil
Total (2369.18) 12449.54
2007-08
Opening Stock Purchase Sales Closing Stock
Description Unit Qty. Value Qty. Value Qty. Value Qty. Value
Roop Cap ‘000 pcs – – 90 1.67 90 2.44 – –
Glass Bottle MT – – 1213 93.03 1213 103.36 – –
Float Glass Sq. mt. – – 26580.74 97.46 14560.24 57.23 12050.50 44.16
Total – 192.16 163.03 44.16
* Excluding Rs 118.32 lacs (Previous Year Rs 60.73 lacs) being raw material processing charges.
ii) Value of Raw Materials, Spare Parts and Components Consumed (As certified):
2008-09 2007-08
Raw Materials Spare Parts* Raw Materials Spare Parts*
Value % Value % Value % Value %
Imported 8181.10 20.91 1573.41 25.68 6502.61 22.42 1219.43 27.08
Indigenous 30952.72 79.09 4552.60 74.32 22496.11 77.58 3282.81 72.92
Total 39133.82 100.00 6126.01 100.00 28998.72 100.00 4502.24 100.00
* Excluding Rs 1676.49 lacs (Previous Year Rs 1265.59 lacs) being Stores consumption.
e) C.I.F. Value of Imports
2008-09 2007-08
Raw Materials 6489.33 5698.52
Components, Spare Parts and Stores etc. 4894.01 1497.50
Capital Goods (including CWIP) 5131.73 1939.26
33) Figures for previous year have been regrouped and/or rearranged wherever considered necessary.
34) Schedule "A" to "L" and "S" form part of Balance Sheet and Schedule "M" to "S" form part of Profit and Loss Account.
Director’s Report
To the Members
Your Directors have the pleasure to place before you the Thirty Ninth Annual Report together with Audited Accounts of the Company for
the year ended March 31, 2009.
Bahadurgarh C. K. Somany
May 23, 2009 (Chairman)
Name Age in Years Qualifications Designation/ Commencement Experience Gross Name of Previous
Nature of of Employment (Years) Remuneration Employer, Post held
Duties (Rupees)
Sri. C.K. Somany 76 Years I.S.C, FBIM Executive October 1, 2000 56 Years 30,61,038 Hindusthan National Glass &
(London) Chairman Industries Limited,
Kolkata, Managing Director
Notes:-
1) Remuneration as shown above includes Salary, HRA, Company’s contribution to Provident Fund, Provision for Gratuity, LTA and Medical
Expenses reimbursement.
2) The above employee is relative of Shri Sanjay Somany, Shri Mukul Somany, Shri Bharat Somany and Smt. Jaya Kanoria.
3) The appointment is on contractual basis.
To,
The Members,
Glass Equipment (India) Limited,
2, Red Cross Place,
Kolkata - 700001
I have examined the registers, records, books and papers of GLASS 12. The Company has not issued any duplicate share Certificate
EQUIPMENT (INDIA) LIMITED (the Company) as required to be during the financial year.
maintained under the Companies Act, 1956 (the Act) and the rules 13. i. There was no allotment/transfer/transmission of securities
made thereunder and also the provisions contained in the during the financial year.
Memorandum and Articles of Association of the Company for the
ii. The Company has not deposited the amount of dividend
financial year ended on March 31, 2009 (financial year). In my
declared in a separate Bank Account as the Company has
opinion and to the best of my information and according to the
issued a Cheque to the holding Company for dividend on
examinations carried out by me and explanations furnished to me by
September 9, 2008 which is within five days from the date
the Company, its officers and agents, I certify that in respect of the
of declaration of such dividend.
aforesaid financial year.
iii. The Company has paid dividend to the holding Company
1. The Company has kept and maintained all registers as stated in
within a period of 30 (Thirty) days from the date of
Annexure ‘A’ to this certificate, as per the provisions of the Act
declaration and therefore it has not transferred any amount
and the rules made thereunder and all the entries therein have
to Unpaid Dividend Account.
been duly recorded.
iv. There is no amount lying in unpaid dividend account,
2. The Company has duly filed the forms and returns as stated in
application money due for refund and there are no deposits,
Annexure ‘B’ to this certificate, with the Registrar of Companies,
debentures etc. as on March 31, 2009.
Regional Director, Central Government, Company Law Board or
other authorities within the time prescribed under the Act and v. The Company has duly complied with the requirements of
the rules made thereunder except as otherwise stated. Section 217 of the Act.
3. The Company being a Public Limited Company, comments are 14. The Board of Directors is duly constituted and the appointment
not required. of directors, additional directors, alternate directors and
directors to fill casual vacancy have been duly made.
4. The Board of Directors duly met FIVE times respectively on May
19, 2008, June 11, 2008, July 27, 2008, December 13, 2008 15. The appointment of Whole-time Director has been made in
and February 20, 2009 in respect of which meetings proper Compliance with the provisions of Section 269 read with
notices were given and the proceedings were properly recorded Schedule XIII to the Act except that the return in the prescribed
and signed in the Minutes Book maintained for the purpose. form (Form No 25C) has not been filed within 90 days of such
appointment.
5. The Company has not closed its Register of Members during the
financial year. 16. The Company has not appointed any sole selling agents during
the financial year.
6. The Annual General Meeting for the financial year ended on
March 31, 2008 was held on September 8, 2008, after giving 17. The Company was not required to obtain any approvals of the
due notice to the members of the Company and the resolutions Central Government, Company Law Board, Regional Director,
passed there at were duly recorded in Minutes Book maintained Registrar and/ or such authorities prescribed under the various
for the purpose. provisions of the Act during the Financial year.
7. No Extra-ordinary General Meeting was held during the financial 18. The Directors have disclosed their interest in the other
year. firms/companies to the Board of Directors pursuant to the
provisions of the Act and the rules made there under.
8. The Company has not advanced any loans to its directors or
persons or firms or Companies referred to under Section 295 of 19. The Company has not issued any shares, debentures or other
the Act. securities during the year.
9. The Company has duly complied with the provisions of Section 20. The Company has not bought back any shares during the
297 of the Act in respect of contracts specified in that section. financial year.
10. The Company has made necessary entries in the register 21. The Company has not issued any Preference Shares or
maintained under Section 301 of the Act. Debentures.
11. As there were no instances falling within the purview of Section 22. There were no transactions necessitating the Company to keep
314 of the Act, the Company has not obtained any approvals in abeyance any rights to dividend, rights shares and bonus
from the Board of Directors, Members or Central Government. shares pending registration of transfer of shares.
ANNEXURE `A'
LIST OF REGISTERS MAINTAINED BY THE COMPANY
S.N Particulars Under Section
01. Register of Charges 143
02. Register of Members 150
03. Index of Members 151
04. Directors’ Minute Book 193
05. Shareholders’ Minute Book 193
06. Register of Contracts (Part I) 301
07. Register of Contracts (Part II) 301
08. Register of Directors 303
09. Register of Directors Shareholdings 307
10. Register of Investments 372A
11. Register of Allotment
12. Register of Transfer
ANNEXURE `B'
Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government or other
authorities during the financial year ended March 31, 2009.
S.N. Form No./Return Filed Under For Date of Whether filed If delay in filing
Section filing within prescribed whether requisite
Time additional fee paid
YES/NO YES/NO
01. Form No 23AC 220 Balance Sheet 14.10.08 NO YES
as at 31.03.2008
02. Form No 66 Proviso to Section 383A (1) Compliance Certificate 30.09.08 YES N.A.
03. Form No 20B 159 Annual Return made 06.11.08 YES N.A.
upto 08.09.08
04. Form No 32 303 Resignation of 12.07.08 NO YES
Dated 19.05.08 Directors
05. Form No 32 303 Appointment 12.01.09 YES N.A
Dated 13.12.08 of Director
To the Members of
GLASS EQUIPMENT (INDIA) LIMITED
1. We have audited the attached Balance Sheet of GLASS d) In our opinion, the Balance Sheet and the Profit and Loss
EQUIPMENT (INDIA) LIMITED, as at March 31, 2009, the Profit Account dealt with by this report comply with the
and Loss Account and also the Cash Flow Statement of the Accounting Standards referred to in sub-section (3C) of
Company for the year ended on that date annexed thereto. Section 211 of the Companies Act, 1956 to the extent
These financial statements are the responsibility of the applicable.
Company’s management. Our responsibility is to express an
e) On the basis of the written representations received from
opinion on these financial statements based on our audit.
the Directors of the Company as at March 31, 2009, and
2. We conducted our audit in accordance with auditing standards taken on record by the Board of Directors, we report that
generally accepted in India. Those Standards require that we none of Directors is disqualified from being appointed as a
plan and perform the audit to obtain reasonable assurance Director of the Company under clause (g) of sub-section (1)
about whether the financial statements are free of material of section 274 of the Companies Act, 1956.
misstatement. An audit includes examining, on a test basis,
f) In our opinion, and to the best of our information and
evidence supporting the amounts and disclosures in the financial
according to the explanations given to us, the said accounts
statements. An audit also includes assessing the accounting
read together with the significant accounting policies and
principles used and significant estimates made by management,
other notes thereon, give the information required by the
as well as evaluating the overall financial statement
Companies Act, 1956, in the manner so required and give
presentation. We believe that our audit provides a reasonable
a true and fair view in conformity with the accounting
basis for our opinion.
principles generally accepted in India :-
3. As required by the Companies (Auditor’s Report) Order, 2003 as
i) In the case of the Balance Sheet, of the state of affairs
amended to-date, issued by the Central Government in terms
of the Company as at March 31, 2009; and
of Section 227 (4A) of the Companies Act, 1956, we enclose in
the Annexure a statement on the matters specified in paragraph ii) In the case of the Profit & Loss Account, of the PROFIT
4 & 5 of the said Order. of the Company for the year ended on that date; and
4. Further to our comments in the Annexure referred to above, we iii) In the case of the Cash Flow Statement, of the Cash
report that: Flows for the Year ended on that date.
(Referred to in paragraph (3) of our report of even date on the statement of accounts of Messrs. GLASS EQUIPMENT (INDIA) LIMITED
for the year ended March 31, 2009.)
1. a) The Company has maintained proper records showing full c) In our opinion, the rate of interest and other terms and
particulars, including quantitative details and situation of conditions of the loan taken by the Company, are prima
fixed assets. facie not prejudicial to the interest of the Company.
b) The fixed assets have been physically verified by the d) The repayment of principal amount and interest was regular.
management during the year. In our opinion, the frequency
4. In our opinion and according to the information and
of verification is reasonable having regard to the size of the
explanations given to us, there are adequate internal control
Company and the nature of its assets. The discrepancies
procedures commensurate with the size of the Company and
reported on such verification were not material and have
the nature of its business for the purchase of inventory and fixed
been properly dealt with in the books of account.
assets and for the sale of goods and services. During the course
c) In our opinion, the disposals of fixed assets during the year of our audit no major weakness has been observed in the
does not affect the going concern assumption. internal controls.
2. a) The management has conducted the physical verification of 5. a) Based on the audit procedures applied by us and according
inventory at reasonable intervals, except for inventories lying to the information, explanations and representations given
with outside parties, which have, however, been confirmed to us, we are of the opinion that all transactions that need
by them. to be entered into the register in pursuance of Section 301
of the Companies Act, have been so entered.
b) In our opinion, the procedure followed by the management
for such physical verification are reasonable and adequate in b) Based on the information and explanations given to us, it is
relation to the size of the Company and nature of its our opinion that the transactions exceeding the value of
business. Rs Five Lacs in respect of any party during the year have been
made at a prices which are prima facie, reasonable, having
c) The Company is maintaining proper records of inventory.
regard to the prevailing market prices at the relevant time
The discrepancies noticed on verification between physical
where such prices are available.
inventories and the book records were not material in
relation to the operation of the Company and the same have 6. In our opinion and according to the information and
been properly dealt with in the books of account. explanations given to us, the Company has not accepted any
deposits from the public within the meaning of Section 58A and
3. a) The Company has not granted any loans, secured or
58AA of the Companies Act, 1956 and the rules framed there
unsecured to Companies covered in the register maintained
under.
under Section 301 of the Companies Act, 1956. Therefore
the provisions of clause – 4 (iii) (a) to (d) are not applicable 7. The Company has an internal audit system, which in our
to the Company. opinion, is commensurate with the size and nature of its
business.
b) The Company had taken an unsecured loan from a
Company listed in the register maintained under Section 301 8. As informed to us, the maintenance of cost records has not been
of the Companies Act, 1956. The maximum balance prescribed by the Central Government u/s 209(1)(d) of the
outstanding during the year was Rs 70.28 lacs and the Companies Act, 1956, in respect of the activities carried on by
amount was repayable on demand. the Company.
10. The Company has no accumulated losses at the end of financial 19. The Company has not issued any debentures.
year and it has not incurred any cash losses in the current and 20. The Company has not raised any money through a public issue
immediately preceding financial year. during the year
11. According to the information and explanations given to us and 21. Based upon the audit procedures performed and the
the records examined by us, the Company has not defaulted in information and explanations given by the management, we
repayment of dues to a financial institution or bank or report that no fraud on or by the Company has been noticed or
debenture holders. reported during the year nor have we been informed of such
12. The Company has not granted any loan and advances on the case by the management that causes the financial statement to
basis of security by way of pledge of shares, debentures & other be materially misstated.
Securities. For Krishan Somani & Associates
13. In our opinion and according to the information and Chartered Accountants,
explanations given to us, the nature of the activities of the
Company does not attract any special statute applicable to chit
fund and nidhi /mutual benefit fund / societies.
Delhi (Krishan Somani)
14. In our opinion, the Company has maintained proper records of May 23, 2009 Proprietor
the transactions and contracts of the investments dealt in by the Membership No : 089879
The Schedules referred to above form an integral part of Profit and Loss Account
As per our report of even date
For Krishan Somani & Associates
Chartered Accountants
Schedule – G INVENTORIES
(As valued and certified by the Management)
Raw Materials & Components 7,15,97,265 6,83,96,161
Stores & Spares 27,35,515 29,74,296
Stock-in-Process 3,22,94,978 1,36,61,072
Finished Goods 2,14,09,434 1,43,17,069
12,80,37,192 9,93,48,598
Schedule – L PROVISIONS
For Taxation 4,67,41,000 3,15,71,000
For Gratuity and Unavailed Leave 24,68,454 67,40,542
For Fringe Benefit Tax 5,50,230 3,85,730
For Proposed Dividend 26,40,000 26,40,000
For Tax on Proposed Dividend 4,48,668 4,48,668
5,28,48,352 4,17,85,940
Schedule – P MATERIALS
Raw Materials Consumed 14,08,99,169 6,72,36,653
Purchase of Trading Material 2,33,85,106 1,79,42,810
16,42,84,275 8,51,79,463
III) Impairment
Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,
recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets either
belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is the greater of
assets net selling price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are
discounted to their present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable
amount and such loss either no longer exists or has decreased. Impairment loss / reversal thereof is adjusted to the carrying value
of the respective assets, which in case of CGU, are allocated to its assets on a prorata basis.
IV) Depreciation
Tangible Assets
i) Depreciation on tangible assets is provided on Straight Line Method (SLM) at the rates and in the manner prescribed in Schedule
XIV to the Companies Act, 1956.
ii) Depreciation on increase in value of fixed assets due to revaluation is provided on the basis of remaining useful life on Straight
Line Method (SLM) and is transferred from Revaluation Reserve to Profit and Loss Account.
Intangible Assets
i) Intangible Assets :- 95% value of the Computer Software, Technical Knowhow and License Fee is amortised. Computer Software
is amortised on SLM @ 16.21% per year. License Fee is amortised on SLM over a period of three years.
V) Investments
Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary in the
value. Current Investments are valued at cost or fair value which ever is lower.
VI) Inventories
Finished Goods and Work-in-process are valued at lower of cost or net realisable value. Cost for own Manufactured goods comprise
of materials, labour and other appropriate overheads and is calculated on the basis which is appropriate to the business carried on
by the Company.
Raw materials, components, stores and spares are valued at lower of cost or net realisable value. Cost of inventory is arrived at on
Weighted Average Method and include the taxes and duties other than those recoverable from taxing authorities and other expenses
incurred for procuring the same.
Scrap and unserviceable and obsolete stocks are valued at estimated realisable value.
Excise duty is considered as an element of cost.
C) Actuarial gain / losses, if any, are immediately recognised in the profit and loss account.
X) Borrowing Costs
Borrowing cost that are attributable to the acquisition / construction of fixed assets are capitalised as part of the cost of respective
assets. Other borrowing costs are recognised as an expense in the year in which they are incurred.
XII) Taxation
Tax expense for the year, comprising current tax and deferred tax is included in determining the net profit for the year.
A provision is made for the current tax based on tax liability computed in accordance with relevant tax rates and tax laws. A provision
is made for deferred tax for all timing differences arising between taxable income and accounting income at currently enacted tax
rates.
Deferred tax assets are recognised only if there is virtual certainty that they will be realised and are reviewed for the appropriateness
of their respective carrying values at each balance sheet date.
2008-09 2007-08
3. Sundry Debtors include :
- Due from holding Company, Hindusthan National Glass & Industries Limited 7,79,07,922 6,58,57,690
(Maximum balance: Rs 8,16,19,797)
b) Computation of Net Profit under Section 198 read with Section 349 of the Companies Act, 1956 and commission payable
to Directors :
2008-09 2007-08
Net Profit as per Profit & Loss Account 4,25,85,773 2,32,22,164
Add: Depreciation 75,11,057 84,10,910
Directors’ Remuneration 30,76,638 32,43,835
5,31,73,468 3,48,76,909
Less: Depreciation under Section 350 of the Companies Act, 1956 75,11,057 84,10,910
4,56,62,411 2,64,65,999
7. As per Accounting Standard 15 “Employee Benefits”, the disclosures of employee benefits as defined in the Accounting Standard are
given below :
i) The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (Accounting Standards)
Rules, 2006, are given below :
Defined Contribution Scheme
Contribution to Defined Contribution Plan, recognised for the year are as under : (Rs in lacs)
Employer’s Contribution to Provident Fund 11.98
Employer’s Contribution to Pension Fund 9.65
The guidance on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard
Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employer
needs to be treated as “Defined Benefit Plan”. According to the Management, in consultation to the actuary it is not practical or feasible
to actuarially value the provident liability in the absence of any guidance from Actuarial Society of India and also due to the fact that
the rate of interest as notified by the Government can vary annually. Accordingly, the Company is currently not in a position to provide
other related disclosure as required by the aforesaid AS-15 read with ASB guidance. However, with regard to the position of the fund
and confirmation to the trustees of such fund, there is no shortfall as at year end.
II) Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows :
Gratuity
(Funded)
Fair value of plan assets at the beginning of the year 87.56
Expected return on plan assets 7.01
Actuarial Gain / (Loss) (19.00)
Employer contribution 5.05
Benefits paid 7.33
Fair value of plan assets at the end of the year 73.29
III) Expense recognised in the Income statement (Under the head “Salaries, Wages, Gratuity & Bonus” – Refer Schedule – Q.
V) Compensated Absences
The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the Company as
at March 31, 2009 is Rs 6.02 lacs.
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.
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.
The contributions expected to be made by the Company for the year 2008-2009 is yet to be determined.
(Amount in Rupees)
As on 31.03.2009 As on 31.03.2008
8. a) Plant and Machinery were revalued by an approved valuer, on March 31, 2008 by using 4,19,60,656 4,99,95,753
residual replacement value method. Accordingly, net amount transferred to
Revaluation Reserve Account.
b) Depreciation transferred from Revaluation Reserve Account to Profit & Loss Account. 83,12,970 –
9. Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of
the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in
payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date.
10. Stores and Spares consumption includes partly for repairs and replacement less directly capitalised.
11. Profit and / or Loss on sales of raw materials and stores remains adjusted in consumption.
The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share
of the Company are same.
14. The Company’s exclusive business is manufacturing and selling of I.S. Glass Forming Machines and its Spares & Accessories and as such
in the opinion of the management this is the only reportable segment, as per Accounting Standard – 17 on Segment Reporting, issued
by the “The Institute of Chartered Accountants of India”.
a) Company has been further permitted to manufacture Filter Presses and Ball Mills (Ceramic Machinery) worth Rs 30 Lacs per annum
within its total licenced capacity of 10 Glass Manufacturing Machine and 15 Feeders and Spares and Accessories.
b) The Industrial Licence covers manufacturing of accessories and spares. Since capacity thereof has not been specified in the industrial
licence, information of installed capacity and actual production are not given.
* As Certified by the management
* Includes cost of spares and accessories Rs 8,30,00,268 (Previous year Rs 3,62,42,145) taken for departmental use.
** Includes finished stock of spares and accessories Rs 2,14,09,434 (Previous year Rs 1,43,17,069).
*** Sales are inclusive of Excise Duty
D) Value of Raw Materials, Components & Spare Parts consumed (Including Sales) (As certified by the Management)
2008-09 2007-08
Raw Materials & Spare Parts Raw Materials & Spare Parts
Components Components
Rupees % Rupees % Rupees % Rupees %
Imported 1,05,35,248 7 – – 1,28,54,341 18 – –
Indigenous 13,54,41,161 93 1,08,92,126 100 5,90,76,630 82 72,56,211 100
Total 14,59,76,409 100 1,08,92,126 100 7,19,30,971 100 72,56,211 100
(Amount in Rupees)
2008-09 2007-08
E) CIF Value of Imports
- Spares / Components 6,21,823 2,05,08,532
F) Expenditure in Foreign Currency
- Travelling 48,975 8,270
- Bank Charges 1,744 –
G) FOB Value of Export 16,88,537 14,27,639
b) Other related parties and nature of relationship with whom the Company had transactions
• Fellow Subsidiary :-
- Quality Minerals Limited
16. Previous year figures have been re-grouped or re-arranged where ever considered necessary.
17. Schedule A to S form an integral part of Balance Sheet and Profit & Loss Account.
Signature to Schedule A to S
As per our report of even date
For Krishan Somani & Associates
Chartered Accountants
V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)
Item Code No. (ITC code) Product Descriptions
8 4 7 5 1 0 0 0 G L A S S F O R M I N G M A C H I N E
Item Code No. (ITC code) Product Descriptions
8 4 7 5 9 0 0 0 S P A R E S & A C C E S S O R I E S
Item Code No. (ITC code) Product Descriptions
N . A . O V E R H A U L I N G & S E R V I C E S
To the Shareholders of
QUALITY MINERALS LTD.
Your Directors have pleasure in presenting the Thirty Fifth Annual Companies Act, 1956, read with Companies (Particulars of
Report together with Audited Accounts for the year ended March Employees) Rules, 1975.
31, 2009. Conservation of Energy & Technology Absorption & Foreign
Financial Highlights (Amount in Rupees) Exchange Earnings & Outgo.
A) Conservation of Energy
Year ended Year ended
Our Operations are not energy intensive. The Company has no
31.03.2009 31.03.2008
direct consumption of Power and Fuel.
Gross Sales 2,62,65,959 2,37,05,689
Profit before Interest, B) Technology Absorption
Depreciation & Tax 30,90,882 17,27,358 Not Applicable
Depreciation 18,145 20,151 C) Foreign Exchange Earnings & Outgo
Profit Before Tax 30,72,737 17,07,207 The Company has neither any Foreign Exchange earning nor
Provision for Current Tax 9,55,400 580856 outgo.
Provision for Fringe Benefit Tax 2722 558 Directors’ Responsibility Statement Pursuant to Section 217
Provision for Deferred Tax 2,861 2,488 (2AA) of the Companies Act, 1956.
Provision for Income Tax for
Your Directors hereby confirm :
earlier years 10,110 70,757
- That in the preparation of annual accounts, the applicable
Profit After Tax 21,04,094 10,52,548
accounting standards have been followed along with proper
Balance brought forward from
explanation relating to material departures.
previous year 1,23,12,820 1,12,60,272
- That the Directors had selected such accounting policies and
Balance carried forward to next year 1,44,16,914 1,23,12,820
applied them consistently and made judgments and estimates that
Working Review are reasonable and prudent so as to give a true and fair view of the
The Company is solely in the business of supply of Feldspar Powder. The state of affairs of the Company at the end of the financial year
Feldspar Lumps purchased from mines are grinded through job workers ended on March 31, 2009 and of the profit of the Company for
and the powder so produced is supplied. The sales of the Company was the year ended March 31, 2009.
higher at Rs 262.66 Lacs as against Rs 237.06 Lacs in the previous year.
- That the Directors have taken proper and sufficient care for the
Your Directors are optimistic about current year’s performance.
maintenance of adequate accounting records in accordance with
Dividend the provisions of the Act for safeguarding the assets of the
The Directors do not recommend any dividend for the year and the Company and for preventing and detecting fraud and other
entire profit is to be carried forward. irregularities.
Fixed Deposit - That the Directors had prepared the Annual Accounts on a going
The Company has not accepted any deposits from the public within concern basis.
the meaning of Section 58A of the Companies Act, 1956 and as
Acknowledgement
such no amount of principal or interest was outstanding as of the
Your Directors place on record their grateful appreciation for the
Balance Sheet date.
continued support , assistance and co-operation received from
Directors Central & State Governments, Banks, Suppliers, Customers and
Shri D.D. Taparia retires by rotation from the Board of Directors of Business Associates.
the Company at the ensuing Annual General Meeting and being
Your Directors aslo wish to place on record their deep sense of
eligible offers himself for re-appointment.
appreciation for the committed services by your Company’s
Auditors’ Report employees.
The Notes on Accounts, as referred to in the Auditors’ Report are
self-explanatory and therefore, do not call any further comments.
Auditors Registered Office On behalf of the Board of Directors
The Auditors M/s J.M.Vyas & Company, Chartered Accountants, Jaipur, W-27, Greater Kailash II,
retire at the ensuing Annual General Meeting and being eligible, offer New Delhi – 110048.
themselves for re-appointment.
Delhi (Amita Somany) (D.D. Taparia)
Particulars of Employees
June 1, 2009 Managing Director Director
There are no employees covered under section 217(2A) of the
1. We have audited the attached Balance Sheet of M/s QUALITY dealt with by this report comply with the Accounting
MINERALS LIMITED as at March 31, 2009 and Profit & Loss Standards referred to in sub-section (3C) of Section 211 of
Account and the Cash Flow Statement for the year ended on the Companies Act, 1956 to the extent possible.
that date. These financial statements are the responsibility of
e) On the basis of written representations received from the
the Company’s management. Our responsibility is to express an
Directors as on March 31, 2009 and taken on record by the
opinion on these financial statements based on our audit.
Board of Directors, we report that none of the Directors is
2. We conducted our audit in accordance with accounting disqualified as on March 31, 2009 from being appointed as
standards generally accepted in India. Those standards require a Director in terms of clause(g) of sub-section (i) of Section
that we plan and perform the audit to obtain reasonable 274 of the Companies Act, 1956.
assurance about whether the financial statements are free of
f) In our opinion and to the best of our information and
material misstatement. An audit includes examining, on test
according to the explanations given to us the said accounts
basis, evidence supporting the amounts and disclosures in the
give the information required by the Companies Act, 1956
financial statements. An audit also includes assessing the
in the manner so required and read with ‘Notes On
accounting principles used and significant estimates made by
Accounts’ (Schedule P) give a true and fair view in
the management, as well as evaluating the overall financial
conformity with the accounting principles generally
statement presentation. We believe that our audit provides a
accepted in India.
reasonable basis for our opinion.
g) There is no amount of Cess payable under section 441A of
3. As required by the Companies (Auditors’ Report) Order, 2003
the Companies Act, 1956.
issued by the Central Government in terms of Section 227 (4A)
of the Companies Act, 1956 we annex hereto a statement on i) in the case of the Balance Sheet, of the state of affairs
the matters specified in paragraphs 4 and 5 of the said Order. of the Company as at March 31, 2009; and
4. Further to our comments in the Annexure referred to above, we ii) in the case of the Profit & Loss Account of the Company
report that: of the PROFIT for the year ended on that date; and
ii) in the case of the Cash Flow Statement, of the cash
a) We have obtained all the information and explanations
flows for the year ended on that date.
which to the best of our knowledge and belief were
necessary for the purpose of our audit
For and on behalf of
b) In our opinion proper books of account as required by law J.M. Vyas & Co.
have been maintained by the Company so far as appears Chartered Accountants,
from our examination of such books.
c) The Balance Sheet and Profit & Loss Account dealt with by
this report are in agreement with the books of accounts. Jaipur J. M. Vyas
June 1, 2009 Partner
d) In our opinion, the Balance Sheet, the Profit & Loss Account
i) a) The Company has maintained proper records showing full d) There are no overdue amounts of more than rupees one
particulars, including quantitative details and situation of lac.
fixed assets.
e) The Company has not taken any loans, secured or
b) The fixed assets have been physically verified by the unsecured from companies, firms or other parties covered
management during the year. In our opinion, the in the register maintained under Section 301 of the
frequency of verification is reasonable having regard to the Companies Act, 1956.
size of the Company and the nature of its assets. The
discrepancies reported on such verification were not iv) There are adequate internal control system commensurate
material and have been properly dealt with in the books of with the size of the Company and the nature of its business for
account. the purchase of inventory and fixed assets and for the sale of
goods and services. There is no continuing failure to correct
c) None of the fixed assets have been sold during the year. major weakness in internal control system.
ii) a) The management has conducted physical verification of v) a) Based on the audit procedures applied by us and
inventory at reasonable intervals. according to the information and explanations provided
by the management, we are of the opinion that all
b) In our opinion, the procedures followed by the transactions that need to be entered into the register in
management for such physical verification are reasonable pursuance of Section 301 of the Companies Act, 1956
and adequate in relation to size of the Company and have been so entered.
nature of its business.
b) Based on the information and explanations given to us, it
c) The Company is maintaining proper records of inventory. is our opinion that these transactions have been made at
The discrepancies noticed on verification between physical reasonable prices having regard to the prevailing market
inventories and the book records were not material in prices at the relevant time.
relation to the operation of the Company and the same
have been properly dealt with in the books of account. vi) In our opinion and according to the information and
explanations given to us, the Company has not accepted any
iii) a) The Company has not granted any loans, secured or deposits from the public within the meaning of Section 58A
unsecured to companies, firms or other parties covered in and 58AA of the Companies Act, 1956 and the rules framed
the register maintained under Section 301 of the there under.
Companies Act, 1956 except one party. The maximum
balance outstanding during the year was Rs 65,00,000/- vii) The Company has an internal audit system, which in our
(previous year Rs 65,00,000/-) and the amount was opinion commensurate with the size and nature of its
repayable on demand. business.
b) In our opinion, the rate of interest and other terms and viii) As informed to us, the maintenance of cost records has not
conditions of the loan granted by the Company, are prima been prescribed by the Central Government under
facie not prejudicial to the interest of the Company. Section 209(1)(d) of the Companies Act, 1956, in respect of
the activities carried on by the Company.
c) The receipt of interest and principal amount was regular.
b) According to the information and explanations given to xx) The Company has not raised any money through a public issue
us, there are no dues of Sales tax, Income tax, Customs during the year.
Duty, Wealth tax, Excise duty outstanding on account of
xxi) Based upon the audit procedures performed and the
any dispute.
information and explanations given to us by the management,
x) The Company has no accumulated losses at the end of we report that no fraud on or by the Company has been
financial year and it has not incurred any cash losses in the noticed or reported during the year.
current and immediately preceding financial year.
For and on behalf of
xi) The Company has not defaulted in the repayment of dues to J.M. Vyas & Co.
any financial institution, bank or debenture holders. Chartered Accountants,
xii) The Company has not granted any loan and advances on the
basis of security by way of pledge of shares, debentures and
other securities. Jaipur J. M. Vyas
June 1, 2009 Partner
xiii) The provisions of any special statute applicable to chit are not
applicable in respect of nidhi / mutual benefit fund/societies.
xv) The Company has not given any guarantees for loans taken by
others from banks or financial institutions.
The Schedules referred to above form an integral part of Profit and Loss Account
As per our report of even date
For J.M. Vyas & Co. For Quality Minerals Ltd.
Chartered Accountants
Schedule – E INVENTORIES
(As valued and certified by the Management)
Feldspar Lumps 5,28,859 4,34,518
5,28,859 4,34,518
Schedule – J PROVISIONS
For Taxation 9,55,400 18,15,227
For Gratuity and Unavailed Leave 6,517 5,628
For Fringe Benefit Tax – 558
9,61,917 18,21,413
Schedule – K SALES
Feldspar Powder 2,62,65,959 2,37,05,689
2,62,65,959 2,37,05,689
Schedule – N MATERIALS
Raw Materials Consumed 1,55,31,514 1,54,04,861
1,55,31,514 1,54,04,861
2) Sales
Sales are recognised on dispatch of goods by the Company and are reflected in accounts at net realisable value.
4) Valuation of Inventory
Raw material is valued at lower of cost or net realisable value.
4) In consonance with Accounting Standard - 22 on "Accounting for Taxes on Income" issued by “The Institute of Chartered Accountants
of India”, during the year the Company has made provisions for deferred tax assets / liabilities.
5) Deferred Tax:
Opening Balance Charge to Profit Closing Balance
& Loss Account
Breakup of deferred tax assets/liabilities and reconciliation of current
year deferred tax charge:
Deferred Tax Liabilities:
The impact of difference between carrying amount of fixed assets in
the financial statements and income tax return 34,497 (645) 35,142
Total (A) 34,497 (645) 35,142
Deferred Tax Assets:
Provision of leave encashment 2,440 (2,216) 224
Total (B) 2,440 (2,216) 224
Net Deferred Tax Liability Total (A - B) 32,057 (2,861) 34,918
7) The Company's exclusive business is dealing in minerals and as such in the opinion of the management this is the only reportable
segment, as per Accounting Standard 17 on Segment Reporting, issued by “The Institute of Chartered Accountants of India”.
8) In view of the applicability of the provisions of Section 43 A (i) of the Companies Act, 1956, the Company has become a deemed
public Company and Registrar of Companies, Rajasthan, Jaipur has already made necessary endorsement on the Certificate.
The Company does not have any outstanding dilutive potential equity shares.
Consequently the basic and diluted earning per share of the Company are the same.
10) Schedule A to P form an integral part of Balance Sheet as at March 31, 2009 and Profit & Loss Account for the year ended on that
date.
11) Previous year figures have been re-grouped or re-arranged wherever considered necessary.
C. Information pursuant to paragraphs 3 & 4 of Part II of Schedule VI of the Companies Act, 1956.
1) Capacity & Actual Production:
Class of Goods Units Licensed Capacity Installed Capacity Actual Production
Feldspar Powder M.T. NA NA 15,989.67
(13,038.28)
V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)
Item Code No. (ITC code) Product Descriptions
N . A . N . A .
1. We have examined the attached Consolidated Balance Sheet of purchase of goods for which central Government approval as
HINDUSTHAN NATIONAL GLASS & INDUSTRIES LIMITED (“the required in terms of provisions of Companies Act, 1956 has not
Company”) and its subsidiaries and associate as at March 31, been obtained by the Company.
2009, the Consolidated Profit and Loss Account and also the
6. Subject to Para 4 and 5 above, we report that:
Consolidated Cash Flow Statement for the year then ended on
i) the consolidated financial statements have been prepared
that date, annexed hereto. These consolidated financial
by the Company in accordance with the requirements of
statements are the responsibility of the Company’s
Accounting Standard 21 “Consolidated Financial
management. Our responsibility is to express an opinion on
Statements”, Accounting Standard 23 “Accounting for
these financial statements based on our audit.
Investment in Associates in Consolidated Financial
2. We conducted our audit in accordance with the generally Statements”, issued by “The Institute of Chartered
accepted auditing standards in India. These standards require Accountants of India” and on the basis of the individual
that we plan and perform the audit to obtain reasonable financial statements of the Company and its subsidiary
assurance whether the financial statements are prepared, in all companies and associate included in the consolidated
material respects, in accordance with an identified financial financial statements.
reporting framework and are free of material mis-statements.
ii) In our opinion, based on our audit and the report of other
An audit includes, examining, on a test basis, evidence
auditors, the Consolidated Financial Statements referred to
supporting the amounts and disclosures in the financial
above give a true and fair view of the financial position of
statements. An audit also includes assessing the accounting
the Company and its subsidiary companies and associate as
principles used and significant estimates made by the
at March 31, 2009 ; and of the results of their operations for
management, as well as evaluating the overall financial
the year then ended in conformity with the accounting
statements. We believe that our audit provides a reasonable
principles generally accepted in India:
basis for our opinion.
a) in the case of the Consolidated Balance Sheet, of the
3. We did not audit the financial statements of subsidiary
consolidated state of affairs of the Company and its
companies Glass Equipment (India) Limited and Quality Minerals
subsidiary companies and associate as at 31, 2009; and
Limited for the year ended March 31, 2009 whose financial
statements reflects total assets of Rs 3544.22 lacs as at March b) in the case of the Consolidated Profit and Loss Account,
31, 2009 and total revenues of Rs 3147.36 lacs and cash flows of the consolidated results of operations of the
amounting to Rs (1.72) lacs for the year ended as on March 31, Company and its subsidiary companies and associate for
2009. These financial statements have been audited by other the year then ended on that date ; and
auditors whose report(s) has (have) been furnished to us, and in c) in the case of the Consolidated Cash Flow Statement,
our opinion, insofar as it relates to the amounts included in of the consolidated cash flows of the Company and its
respect of the subsidiaries, is based solely on the report of the subsidiary companies and associate for the year then
other auditors. ended on that date.
4. We did not audit the financial statements of associate Company
HNG Float Glass Limited. The Financial Statements of HNG Float For Lodha & Co.
Glass Limited for the year ended March 31, 2009 as compiled Chartered Accountants
for the purpose of consolidation have been prepared by the
management and these are subject to audit by their auditors
and in our opinion, in so far as it relates to the amounts included
H K Verma
in respect of such associate, is based solely on the said accounts.
Kolkata Partner
5. Attention is invited to Note 24E of Schedule S regarding June 20, 2009 Membership No: 55104
The Schedules referred to above form an integral part of Consolidated Balance Sheet
As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director
The Schedules referred to above form an integral part of Consolidated Profit and Loss Account
As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director
Note: 1) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3 (AS-3) -
Cash Flow Statements issued by The Institute of Chartered Accountants of India.
2) Previous Year’s figures have been regrouped wherever necessary to conform to the Current Year.
As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director
31.03.2009 31.03.2008
Schedule – B RESERVES AND SURPLUS
Capital Reserve on Consolidation 2.90 2.90
Investment Allowance Reserve 0.57 0.57
General Reserve
As per last Balance Sheet 60774.76 17740.09
Add/(Less) adjustment as referred to in note no. 26 (a) of Schedule "S" 7199.53 67974.29 43034.67 60774.76
Revaluation Reserve
As per last Balance Sheet 11101.53 3388.73
Add/(Less) adjustment as referred to in note no. 26 (b) of Schedule "S" (305.37) 10796.16 7712.80 11101.53
Debenture Redemption Reserve
Add/(Less) adjustment as referred to in note no. 26 (c) of Schedule "S" 1250.00 –
Share Premium
As per last Balance Sheet 13553.84 1104.30
Add/(Less) adjustment as referred to in note no. 26 (d) of Schedule "S" 2369.18 11184.66 12449.54 13553.84
Profit & Loss Account
Surplus as per Profit & Loss Account 1945.12 810.62
93153.70 86244.22
Schedule – L PROVISIONS
For Taxation 3898.23 2445.13
For Gratuity and Unavailed Leave 1282.51 1088.01
For Fringe Benefit Tax 94.00 41.95
For Proposed Dividend 899.79 725.11
For Tax on Proposed Dividend 152.92 123.24
6327.45 4423.44
Schedule – M SALES
Finished Goods 145845.14 115000.57
General Merchandise Sale 76.95 163.03
Others 183.56 703.41
146105.65 115867.01
Less: Excise Duty 13049.49 12954.42
133056.16 102912.59
Schedule – P MATERIALS
Raw Materials Consumed 40553.79 29646.93
Purchase of Trading Material 290.82 371.59
40844.61 30018.52
c) Investment in Associate
Name of Associate Percentage of voting power
held as at
31.03.2009 31.03.2008
HNG Float Glass Ltd. 41.33 48.49
d) Consolidation Procedures
i) For preparation of consolidated financial statements, the financial statements of the Company and its subsidiaries have been
combined on a line - by - line basis by adding together like items of assets, liabilities, income and expenditures, after eliminating
Intra group balances and transactions and the resulting unrealised profit & losses.
ii) Investments in Associate is accounted in accordance with AS-23 on "Accounting for Investments in Associates in Consolidated
Financial Statements", under "Equity Method".
iii) The difference between the cost of investment in the associate and the share of net assets at the time of acquisition of shares
in the associate is identified in the financial statements as Goodwill or Capital Reserve as the case may be.
Intangible Assets
vi. Computer Softwares are amortised on straight line method @33.33% over a period of three years
V. Impairment
Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,
recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets
belonging to Cash Generating Unit (CGU) exceeds recoverable amount. The recoverable amount is the greater of assets net
selling price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are
discounted to their present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable
amount and such loss either no longer exists or has decreased. Impairment loss/reversal thereof is adjusted to the carrying value
or the respective assets, which in case of CGU, are allocated to its assets on a prorata basis.
VI. Investments
Long Term Investments are stated at cost, less provision for diminution in value other than temporary, if any. Current Investments
are valued at cost or fair value whichever is lower.
VII. Inventories
Inventories are valued at the lower of cost or estimated net realisable value. In respect of Raw Materials, Stores, Spare Parts,
Fuel, Building and Packing Materials the cost include the taxes and duties other than those recoverable from taxing authorities
and other expenses incurred for procuring the same. In respect of Finished Goods and Work-in-Process the cost include
manufacturing expenses and appropriate portion of overheads. The cost of inventories is determined on the weighted average
basis.
Own manufactured moulds used for the manufacture of glass items are recorded at weighted average cost, which includes
prime cost, factory and general overheads and the same are classified as stores and spare parts under inventories.
XVI. Lease
Where the Company is the lessee, finance leases, which effectively transfer to the Company substantially all the risks and
benefits incidental to ownership of the leased item, are capitalised at the lower of the fair value and present value of the
minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned
between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are
charged directly against income. Lease management fees, legal charges and other initial direct costs are capitalised.
Leases rentals in respect of assets taken under finance lease up to March 31, 2001 are amortised over the total term of the
lease (including extended secondary lease term).
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified
as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line
basis over the lease term.
6) Fixed assets at Nashik Plant estimated to have lower residual lives than that envisaged as per the rates provided in Schedule XIV of the
Companies Act, 1956. Depreciation has been provided based on the estimated shorter residual lives as follows:
Particulars of Fixed Assets Rates as Rates of
prescribed by Depreciation on
Schedule XIV to assets applied
the Companies
Act, 1956
Buildings (other than factory buildings) 1.63 2.04
Factory Buildings 3.34 5.21
Plant and Machinery
Used for single shift operations 4.75 11.44
Continuous Process Plant 5.28 11.44
Used for Triple Shift operations 10.34 11.44
Furniture & Fixtures 6.33 17.37
Computers 16.21 17.95
13) Prior Period item aggregating Rs 448.03 lacs (net) (previous year Rs Nil) has been booked under the head Miscellaneous Expenditure in
the Profit & Loss Account. Pursuant to the Scheme of Amalgamation and Re-organization of Capital (the Scheme) under Section 391 to
394 of the Companies Act, 1956, with effect from April 1, 2006 (the appointed date). Ace Glass Containers Limited (AGCL) had merged
with the Company in the previous year. In terms of the Scheme, all fixed assets were recorded at the fair values as of the appointed date.
While recording such assets in the books in the previous financial year, the value of certain assets were overstated / understated. These
assets have now been restated in current year at their appropriate value by decreasing an amount of Rs 527.77 lacs in the value of fixed
assets and prior period income adjustment by Rs 79.74 lacs in respect of discarded assets.
14) a) The breakup of Deferred Tax Assets and Deferred Tax Liabilities is as given below:
Opening as on (Charge)/ Credit Closing as at
01.04.2008 during the year 31.03.2009
Deferred Tax Assets
Brought Forward Losses and unabsorbed depreciation 1956.04 (1959.99) (3.95)
Expenses Allowable on Payment Basis 431.97 274.56 706.53
Provision for Loss on Derivative transactions 106.71 623.06 729.77
Provision for Doubtful Debts 347.69 (54.45) 293.24
Total Deferred Tax Assets 2842.41 (1116.82) 1725.59
Deferred Tax Liabilities
Depreciation 4687.45 1245.38 5932.83
Total Deferred Tax Liabilities 4687.45 1245.38 5932.83
Net Deferred Tax Liabilities (1845.04) (2362.20) (4207.24)
b) In terms of Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 as sanctioned by the Hon’ble High Court
of Calcutta vide its Order dated April 7, 2008 and by Hon’ble High Court at Delhi vide its Order dated March 19, 2008, deferred tax
liability of Rs 2369.18 lacs for the holding Company for the year has been adjusted to Share Premium Account.
c) The Company has provided for Minimum Alternate Tax (MAT). The Company is entitled to MAT Credit and accordingly, based on
evidences MAT Credit of Rs 355.00 lacs (previous year Rs 1367.20 lacs) has been recognised in these accounts.
d) Provision for Income Tax has been made after considering the set off of unabsorbed depreciation and brought forward business loss
of erstwhile Ace Glass Containers Limited merged with the Company with effect from April 1, 2006.
15) The Company has incurred Rs 38.26 Lacs (Previous year Rs 7.91 lacs) on account of Research and Development expenses, which has been
charged to Profit and Loss Account.
16) As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are
given below:
Defined Contribution Scheme
Contribution to Defined Contribution Plan, recognised for the year are as under:
The guidance note on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard
Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employers
II. Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows:
Gratuity
(Funded)
Fair value of plan assets at the beginning of the year 684.93
Expected return on plan assets 54.80
Actuarial Gain / (Loss) (53.53)
Employer contribution 45.87
Benefits paid 66.54
Fair value of plan assets at the end of the year 665.53
III. Expense recognized in the Income statement (Under the head “Contribution to provident and other funds” – Refer Schedule Q)
Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Current Service Cost 60.05 66.83 199.45
Interest Cost 50.76 57.78 17.06
Expected Return on plan assets 54.80 Nil Nil
Net Actuarial (Gain) / Loss to be recognized 115.33 (98.01) 31.03
Expenses recognized in Profit and Loss account 171.34 26.59 75.54
V. Compensated Absences
The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the company as at
March 31, 2009 is Rs. 252.19 lacs.
The estimates of rate of escalation in salary considered in actuarial valuation, taken 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.
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.
The contributions expected to be made by the Company for the year 2009-10 is yet to be determined.
17) The Company’s exclusive business is manufacturing and selling of Container Glass and as such in the opinion of the management this
is only reportable segment, as per the Accounting Standard 17 on Segment Reporting, issued under Companies (Accounting Standards)
Rules, 2006.
Geographical Segment
The following table shows the distribution of the Company’s Sales by Geographical market.
Sales Revenue by Geographical Market (Rs in lacs)
Particulars 2008-09 2007-08
Domestic Market 133110.50 110666.67
Overseas Market 12734.64 4333.90
Total 145845.14 115000.57
The following table shows the distribution of the Company’s Debtors by Geographical market.
Sundry Debtors by Geographical Market
Particulars 2008-09 2007-08
Domestic Market 21801.51 15883.18
Overseas Market 921.52 573.33
Total 22723.03 16456.51
18) The accounts of some of the customers are pending reconciliation / confirmation and Sales Tax deferment loan of Rs 1610.55 lacs is
subject to confirmation and the same have been taken as per the balances appearing in the books. A provision of Rs 863.04 lacs (Previous
year Rs 991.53 lacs) is carried in the books against doubtful debts and the management is of the opinion that the same is adequate and
no further provision is required there against.
19) In the opinion of the Management/Board of Directors, the “Current Assets and Loans and Advances” have a value on realisation in the
ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
20) Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of
the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in
payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date. Based on above the relevant
disclosures u/s 22 of the Act are as follows:
1. Principal amount outstanding at the end of the year 68.34
2. Interest amount due at the end of the year Nil
3. Interest paid to suppliers Nil
21) Profit or loss on sale of Raw Materials and Stores has been adjusted in consumption.
22) Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.
23) Inventories of Stores and Spare Parts include items, which are lying with the Company. A provision of Rs 679.51 lacs (including Rs 61.48
lacs for the year) towards obsolescence is carried in the books and the management is of the opinion that the same is adequate and no
further provision is required there against.
* Companies in which directors are interested as member / director(s). Further, these loans were given by the erstwhile Ace Glass
Containers Limited (AGCL) and none of the directors was director in AGCL and accordingly, as advised legally, the provisions of Section
295 of the Companies Act, 1956 are not applicable with regard to these loans.
27) Figures for previous year have been regrouped and/or rearranged wherever considered necessary.
28) Schedule "A" to "L" and "S" form part of Consolidated Balance Sheet and Schedule "M" to "S" form part of Consolidated Profit and Loss
Account.
As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director