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Hindusthan National Glass & Industries Limited

63rd Annual Report 2008-09

Hindusthan National Glass & Industries Limited


2, Red Cross Place, Kolkata – 700001
www.hngindia.com
Corporate information
Chairman Registered office
C. K. Somany 2, Red Cross Place
Kolkata – 700 001
Managing Director Phone: 033 2254 3100
Sanjay Somany
Registrar & Share Transfer Agent
Joint Managing Director Maheshwari Datamatics Pvt. Ltd
Mukul Somany 6, Mangoe Lane (Surendra Mohan Ghosh Sarani)
Second floor, Kolkata – 700 001
Executive Director
R. R. Soni Works
Rishra
Directors Bahadurgarh
Kishore Bhimani Rishikesh
Sujit Bhattacharya Puducherry
R. K. Daga Nashik
Dipankar Chatterji Neemrana
S. K. Bangur
I. K. Saha (Dr.) Banks/Financial institutions
Late Supriya Gupta (upto February 7, 2009) State Bank of India
HDFC Bank Limited
Chief Financial Officer The Hongkong & Shanghai Banking Corporation Limited
Nirmal Khanna ICICI Bank Limited
Bank of Baroda
Company Secretary
State Bank of Hyderabad
Priya Ranjan
Export Import Bank of India
Life Insurance Corporation of India
Auditors
Lodha & Co., Chartered Accountants

Across the pages Disclaimer


This document contains statements about expected future events and on forward-looking statements as a number of factors could cause
financial and operating results of Hindusthan National Glass & Industries assumptions, actual future results and events to differ materially from
Corporate identity 04 How we progressed in 2008-09 08 Growth of our numbers 10 Limited, which are forward-looking. By their nature, forward-looking those expressed in the forward-looking statements. Accordingly this
statements require the Company to make assumptions and are subject document is subject to the disclaimer and qualified in its entirety by the
Chairman’s thoughts 12 Management statement 20 Corporate responsibility and sustainability 22 to inherent risks and uncertainties. There is significant risk that the assumptions, qualifications and risk factors referred to in the
assumptions, predictions and other forward-looking statements will not Management’s Discussion and Analysis Statement of the Annual Report,
Directors’ Report 24 Management Discussion and Analysis 32 Report on Corporate Governance 40 prove to be accurate. Readers are cautioned not to place undue reliance 2008-09 of Hindusthan National Glass & Industries Limited.

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

Consolidated Accounts 115


A PRODUCT
info@trisyscom.com
Each time our customers are

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.

For being protected


by a product designed and
manufactured by Hindusthan
National Glass & Industries Limited.
The bottle.

2 | Hindusthan National Glass & Industries Limited


Hindusthan National Glass & Industries Limited | 3
HNG is India’s largest container
glass packaging solution
provider (and among the world’s
fastest growing).
A status reflected in its Indian market share of about
65 percent.

A respect reflected in a number of multinational and domestic


customers.

A customer orientation reflected in a sectoral coverage of the


food, pharmaceuticals, liquor, beer and beverage industries.

A robustness of business model reflected in a post-tax profit in


a challenging 2008-09.

4 | Hindusthan National Glass & Industries Limited


5
Vision Identity
To create a world-class glass The HNG Group was promoted by the
manufacturing plant that pursues Kolkata-based Somany family in 1952
quality, cost reduction and following the commissioning of
productivity improvement measures in India’s first fully-automated glass
a truly holistic manner, leading to manufacturing plant at Rishra (near
customers’, shareholders’, employees’ Kolkata).
and suppliers’ satisfaction; this
The Company is now the undisputed
integrated effort will result in the
leader in India’s container glass
Company becoming an industry
industry with about 65 percent
benchmark and a role model for its
market share and several global
systems, processes and results.
multinationals among its brand-
enhancing customers.
Potential
The world’s population of 6.60 billion
is expected to cross 8 billion in 12
Spread
The Company’s pan-India
years.
manufacturing operations are spread
Two things will result. over Rishra, Bahadurgarh, Rishikesh,
Puducherry, Nashik and Neemrana; its
One, a billion people will graduate to
headquarter is located in Kolkata. Its
the robustly consuming middle-class.
products are also available in more
Two, urban migration will increase to than 20 countries.
nearly 900 million.

The result: An enhanced market of Asset quality


bottled products. The Company possesses an
At HNG, we are preparing for this operational capacity of 11 furnaces
growing market through proactive and 43 production lines with fully-
investments in capacity, portfolio, automated IS machines, sourced
presence and efficiency. from respected global centres of glass
manufacturers like Europe
Enhancing value for consumers,
and the US.
community and the country.
This asset versatility translated into a
container glass portfolio ranging from
5 ml to 3,200 ml on the one hand
and diverse colours (amber, flint and
green) on the other.

6 | Hindusthan National Glass & Industries Limited


Plant location Installed capacity (MT per day)
Rishra, West Bengal 740
Customers
Hindustan Unilever, GlaxoSmithKline, Nestle, Koeleman,
Bahadurgarh, Haryana 655 Global Green, Heinz and Dabur (foods); Pfizer, Cipla,
Nashik, Maharashtra 320 GlaxoSmithKline, Reckitt Benckiser, Ranbaxy and Himalaya
Rishikesh, Uttarakhand 356 (pharmaceuticals); United Breweries, SABMiller, Asia Pacific
Breweries and South Asia Breweries (beer); United Spirits,
Neemrana, Rajasthan 180
Pernod Ricard, Diageo, Radico and Bacardi (liquor) and Coca
Puducherry 290
Cola and Pepsi (soft drinks).

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

(UK); IS machine control system from Botterro (Italy) and


Futronics (UK); bottle transfer machines from Sheppee (UK)
and Pennekamp (Germany); annealing lehrs from Pennekamp
(Germany) and Carmet (USA); laboratory inspection machinery
from AGR (USA) and bottle printing equipment from Strutz
(USA) and Rosario (the Netherlands).

Key financial metrics*


Rs. 1,344.19 cr Rs. 235.91 cr Rs. 107.75 cr
Total income Operating profit Post tax profit

11.68 percent Rs. 475.97 Rs. 5


ROCE (average) Book value Proposed dividend
per share per share

*Figures pertaining to 2008-09

Hindusthan National Glass & Industries Limited | 7


HOW WE
PROGRESSED
IN 2008-09
In the plants In the marketplace
Enlisted customers like InBev, Carlsberg and John
Undertook process improvements by upgrading
Distilleries, among others
technology to narrow-neck-press-and-blow (NNPB)
technology to reduce production costs and wastages Strengthened average realisations through
on the one hand and strengthen capacity utilisation reengineering and superior service
on the other

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

The big picture


Emerge as one of the world’s foremost container glass
packaging solution providers Values
•Accountability
Blueprint to realise the big picture
•Strategic priority 1: Grow value of the HNG brand and •Customer-focused
widen product portfolio •Team-driven
•Strategic priority 2: Transform our go-to-market model
to improve efficiency and effectiveness
•Strategic priority 3: Attract, develop and retain a highly
talented and diverse workforce

World-class
capabilities
•Revenue growth
management
•Supply chain
•Sales and customer
service

Drive long-term
consistent
sustainable growth

Hindusthan National Glass & Industries Limited | 9


2004-05 434.36
2005-06 426.70
2006-07 521.84
2007-08 1,028.19

10 | Hindusthan National Glass & Industries Limited


2008-09 1,344.19
Total income (Rs. in cr)

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

Hindusthan National Glass & Industries Limited | 11


CHAIRMAN’S
THOUGHTS

HNG enjoyed another year of growth and success. We


are proud to be regarded as India’s largest and one of
the world’s leading container glass packaging
companies, manufacturing products that are highly
respected in the marketplace. The HNG brand’s
presence is spread across the Far East, Middle East,
Africa and America. We have worked hard to ensure
that our brand stands for quality and value and
represents the collective teamwork of our employees
worldwide.

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,

Hindusthan National Glass & Industries Limited | 13


accelerated product roll-out to meet customer deadlines. Over One, enhance cullet (broken glass) availability through
2009-10, a complete switchover to the state-of-the-art NNPB improved old bottle recycling. This initiative will enable
(narrow-neck-press-and-blow) technology will enable us to conscious consumers to dispose of old bottles for
further reduce glass consumption per tonne of bottles, recycling, enhancing overall critical raw material
strengthening customer relationships. availability.

Two, shorten the bottle reusability cycle substantially


Conscientious corporate
from around 25 times now, growing product demand and
As we worked towards our goals, we relied on our core
accelerating profitable business growth.
strengths – people, operational excellence, innovation and
integrity – to respond to the rapidly evolving market realities.
Outlook
Our growth and future prospects depend on customer loyalty,
To retain market leadership, we will continue to cultivate
which we have earned through hard work in the past and
a culture that does not fear failure. In 2009-10, we are
which will continue to determine our road ahead.
undertaking container glass capacity increments through a
In a significant development in 2008-09, which will have a sizeable expansion in installed capacity.
substantial bearing in 2009-10, the Glass Manufacturers
We invite you to be a part of a Company that is not only
Association of India, led by HNG, advocated greater consumer
India’s largest, but is strategising to emerge as one of the
awareness by stamping the glass bottle’s year of manufacture
world’s largest container glass packaging companies.
on the bottle itself, quite similar to information labels stuck
around bottles. This social initiative in terms of strengthening Sincerely
health and hygiene standards will have a two-fold impact on
our business: CK Somany
Chairman

14 | Hindusthan National Glass & Industries Limited


Our growth and
future prospects
depend on customer
loyalty, which we
have earned through
hard work in the past
and which will
continue to determine
our road ahead.

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,

16 | Hindusthan National Glass & Industries Limited


Vice President, Procurement, Global Green Company Limited*

* Global Green is a multinational food company, engaged in


the growth, manufacture, distribution and sale of pickled
cucumbers (gherkins, cornichons, pickles and relish), sweet-
corn, silverskin onions, peppers (jalapeño and paprika),
cherries, capers and mixed vegetables.

HNG imported new hot-end


coating equipment for the

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*

*Shiva Distilleries Limited, a part of the Bannari Amman


Our response Group, was established in 1983 at Coimbatore, Tamil Nadu.
HNG responded with the following initiatives: it designed a The company is engaged in the production of a range of
180 ml bottle with its principal axis set to enhance bottle Indian Made Foreign Liquor (IMFL) and possesses the largest
compactness, improved glass distribution, enhanced tensile market share in Tamil Nadu.
strength, reduced breakages and augmented line efficiencies.

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.

Hindusthan National Glass & Industries Limited | 19


MANAGEMENT
STATEMENT
The Management of Hindusthan National Glass
& Industries Limited discusses how the Company’s
customer focus helped navigate it through
the 2008-09 slowdown as well as the road ahead. At HNG, we reported a successful
2008-09 in an environment of
financial and industrial uncertainties,
which makes our performance all the
more creditable.
At HNG, we believe that it is customer-centricity
that will align us with evolving market
requirements leading to proactive product
development; we believe that it is customer-
centricity that will protect our existing relationships
leading to the prospect of a stable and sustainable
income; we believe that it is customer-centricity
that will enable us to grow our topline and cover
our fixed costs more effectively, leading to
enhanced margins and profits. As a result, we see
customer-centricity as the basic driver of our
leadership position within India’s container glass
industry.

During the last financial year, the biggest challenge


was a decline in the offtake of products
manufactured by our customers leading to a
greater need for them to reduce costs. As a
responsive organisation, we addressed this reality
directly through the development of the narrow-
neck-press-and-blow-technology (NNPB) for
container glass bottles. This advanced container
glass manufacturing technology helped rationalise
We see bottle weight from 15 percent to 35 percent
customer- without in any way compromising glass
centricity consistency and tensile strength on the one hand.
as the basic driver of
Much of this benefit was passed on to the
our leadership position
within India’s container customer. So we would like to state with
glass industry.

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.

As a proactive organisation, we have already commenced the


seed marketing of imported float glass under guided technical
specifications through our existing distributor network in
Gujarat, Rajasthan and Madhya Pradesh. We expect to widen
our presence across the rest of western and northern India as
well as exports.

Container glass enjoys its own importance in the packaging


industry, despite the rapid development of packaging
alternatives for an important reason: established environment
friendliness reflected in its biodegradability and recyclability.
We see an attractive scope in our business on account of the
fact that 10–12 percent of all food and beverages are packed
in glass containers in India, whereas the corresponding figure
is 40–50 percent across developed countries. Besides, the
growing awareness on account of benign and hygienic

21
CORPORATE
RESPONSIBILITY
AND SUSTAINABILITY
AT HNG

22 | Hindusthan National Glass & Industries Limited


Our true wealth at HNG is not what is reflected in the
size of our bottomline but in the respect that we evoke
among the stakeholders and communities associated
with us. This respect is derived from the broad
responsibility of our actions, which makes our business
truly sustainable for the benefit of all those associated
with us. The various initiatives to do so comprise the
following: grow the HNG brand; expand the product
portfolio; improve efficiency and effectiveness; attract,
develop and retain a talented workforce and align our
operating model with the best environmental
standards.
For each of these priorities, we have developed corresponding focus
areas and aligned those against stakeholder expectations. We are also
working to embed sustainability into our business processes through
various initiatives. We have designated managers – for internal and
external CSR engagement – who work with our subject matter experts to
track progress against our targets and oversee data-gathering process for
reporting purposes. These managers also work closely with our key
external stakeholders to ensure that our efforts are in line with
expectations. We ensure that all our employees complete a training in
ethics; we also ensure that our sales and management representatives
undergo competition law and industry codes training as a part of our
CSR endeavour.

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

Hindusthan National Glass & Industries Limited | 23


DIRECTORS'
REPORT

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

Gross sales (including excise duty) 1,43,860 1,14,834


Profit before interest, depreciation and tax 23,591 21,467
Interest and finance charges 4,345 2,347
Profit before depreciation and tax 19,246 19,120
Depreciation 7,474 7,013
Profit before Tax 11,772 12,107
Provision for Tax 997 (3,927)
Profit after Tax 10,775 16,034
Balance brought forward from previous year 1,072 706
Amount available for appropriation 11,847 16,740
Appropriation
General Reserve 7,000 14,850
Debenture Redemption Reserve 1,250 –
Proposed Dividend 873 699
Tax on Dividend 148 9,271 119 15,668
Balance carried forward to the next year 2,575 1,072

24 | Hindusthan National Glass & Industries Limited


Review Fixed Deposits
There was a revenue growth of 25% during the financial year The Company did not accept any deposits from the public during
2008-09 as against 21% in the last year. PBIT recorded a growth the financial year 2008-09.
of 11.51% despite of there being global economic meltdown
and general recession. This is attributable to efficient cost Consolidated Financial Statements
management and prudent operating practices. Consolidated Financial Statements are prepared in accordance
with Accounting Standard 21 read with Accounting Standard
Dividend 23, issued by the ICAI and forms part of this Annual Report.
In view of your Company’s satisfactory performance, the
Directors recommend a dividend of 50% i.e. Rs. 5 per equity Auditors’ Report
share for the financial year ended March 31, 2009. The Auditors’ Report read with notes to accounts is self-
explanatory. Regarding Auditor’s observation at Point No. 2 of
Outlook their report that no approval from the Central Government was
India continues to be one of the fastest growing economies of obtained for carrying out transactions with M/s Mould
the world. A number of factors like growing disposable income Equipment, a firm in which the Directors of the Company are
coupled with change in the demographic pattern of the indirectly interested, it is clarified that the Company is already in
population will help in generating more demand for packaged process of obtaining the approval of the Central Government.
goods, hence creating better opportunities for the Company.
Further, the growth in beer, pharma, food, liquor and other Listing on the Stock Exchanges
high-end sectors will drive revenue growth and translate into During the year, the Company’s shares were listed at the
profitability. Your Company is well-equipped to grow and National Stock Exchange (NSE). Besides, the Company’s shares
prosper with the opportunities associated with expanding continue to be listed at the Bombay and Calcutta stock
markets. However, your Company faces substitution threats exchanges respectively.
from PET bottles and other such alternatives. The annual listing fees for the financial year 2009-10 have been
paid to all these exchanges.
Directors
The Board wishes to place on record its sincere appreciation and Auditors
gratitude for the unstinted support and guidance received from M/s Lodha & Company, Chartered Accountants, retire at the
Supriya Gupta who has left for his heavenly abode. conclusion of the ensuing Annual General Meeting and have
During the year under review, the Board appointed Shri. R. R. confirmed their eligibility and willingness to accept the office of
Soni as Executive Director w.e.f. October 27, 2008. the Statutory Auditors for the financial year 2009-10, if re-
appointed.
Shri. Kishore Bhimani, Shri. Sujit Bhattacharya and Shri. S. K.
Bangur, retire by rotation and being eligible, offer themselves M/s Singhi & Co., Chartered Accountants, retire at the
for re-appointment. conclusion of the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept the office of
Trust Shares the Branch Auditors for the financial year 2009-10, if re-
Pursuant to amalgamation of Ace Glass Containers Limited appointed.
with the Company, 2141448 shares and 1368872 shares were
issued to HNG Trust and Ace Trust respectively. In terms of Directors’ Responsibility Statement pursuant to
an undertaking given to the Bombay Stock Exchange, the Section 217(2AA) of the Companies Act, 1956
Company is required to make disclosures pertaining to utilisation The Directors hereby confirm that:
of proceeds of shares allotted to the said Trusts until they are i) in the preparation of the Annual Accounts for the financial
extinguished. During the financial year ended on March 31, year 2008-09, the applicable Accounting Standards have been
2009, no shares lying in the account of the Trusts were followed and that there are no material departures;
disposed off.

Hindusthan National Glass & Industries Limited | 25


ii) they have selected such accounting policies and applied them 217(2A) of the Companies Act, 1956 and rules framed
consistently and made judgments and estimates that are thereunder, forms part of this Annual Report.
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company and of the profit of the Company Conservation of energy, technology absorption
for the financial year ended on March 31, 2009; and foreign exchange earning and outgo
The statement containing the required particulars under Section
iii) they have taken proper and sufficient care for the
217(1) (e) of the Companies Act, 1956, read with the Companies
maintenance of adequate accounting records in accordance
(Disclosure of Particulars in the Report of Board of Directors)
with the provisions of the Companies Act, 1956 for safeguarding
Rules, 1988 are annexed hereto and forms part of this report.
the assets of the Company and for preventing and detecting
fraud and other irregularities;
Corporate Social Responsibility
iv) they have prepared the Annual Accounts on a ‘going concern’ Your Company endeavours blending optimally its business
basis. senses with corporate care and instill an utmost commitment to
social responsibilities either directly or through its affiliates.
Corporate Governance
The report on Corporate Governance along with the Certificate Your Company has established at Bahadurgarh, the Bal Bharti
of the Statutory Auditors, M/s. Lodha & Co., confirming the School where not only the children of the Company’s employees
compliance of conditions of Corporate Governance as stipulated are benefited but also those residing in peripheral areas of the
under Clause 49 of the Listing Agreement forms part of this Bahadurgarh Plant. It has also promoted healthcare benefits by
Annual Report. contributing to corpus funds of hospitals and setting up special
programs viz. eye testing campaigns, heart treatment for
Subsidiary companies children etc. Parks and gardens such as the McPherson Square,
Particulars relating to subsidiary companies as required under now called Maharana Pratap Udyan in South Kolkata are
Section 212 of the Companies Act, 1956 are annexed hereto continuing to be maintained by the Company to provide an
and forms part of this Annual Report. The Consolidated Financial environment where citizens can relax and take in fresh air amidst
Statements include the financial information of its subsidiaries. the city’s chaos.

Social responsibility and social accounting remain at the core of


Exports your Company’s business model.
During the year, direct export turnover of the Company was
Rs. 5,773 lacs, compared to Rs. 4,032 lacs achieved during the Acknowledgments
preceding financial year. Continuous efforts are ongoing to tap The Directors wish to express their sincere appreciation for the
the export market for which there exists great potential. continued support and co-operation received from the financial
institutions, banks, government authorities, customers,
Personnel and Industrial relations shareholders and stakeholders. The Directors also place on
Your Company is strengthening and developing human
record their deep appreciation for the valuable contribution of
resources and systems to improve overall efficiency and
its employees at all levels and look forward to their continued co-
motivation. The principal initiatives undertaken by the Company
operation in realisation of the corporate goals in the years
comprised skill development and acquisition programmes and
ahead.
yoga classes, to name a few. Industrial relations continued to
remain cordial during the year. For and on behalf of the Board

Statement of employees Kolkata C. K. Somany


Statement of particulars of employees as required under Section June 20, 2009 Chairman

26 | Hindusthan National Glass & Industries Limited


ANNEXURE TO
THE DIRECTORS’
REPORT

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

Particulars Unit Year ended 2008-09 Year ended 2007-08


A. Power and fuel consumption
1. Electricity
a) Purchased unit 000 KWH 1,75,513 1,52,102
Total amount Rs. in lacs 6,638.21 5,424.10
Average rate/unit Rs. 3.78 3.57
b) Own generation
Through diesel/H.P.S oil / Furnace oil
By generator unit 000 KWH 27,059 17,531
Units per litre of oil 3.91 4.31
Average rate/unit Rs. 6.58 5.58
c) Own generation (through L.D.O.)
By generator unit 000 KWH – 15,490
Units per litre of oil – 3.73
Average rate/unit Rs. – 4.81
d) Own generation (through LNG)
By generator unit KWH 5,06,64,690 4,25,44,484
Units per litre of MMBTU of LNG 103.72 106.64
Average rate/unit Rs. 2.88 2.22
2. F-oil /RFO
Quantity KL 76,409 51,809
Total amount Rs. in lacs 19,199.43 9,856.65
Average rate/unit Rs. 25,127 19,025

Hindusthan National Glass & Industries Limited | 27


Particulars Unit Year ended 2008-09 Year ended 2007-08
3. L.N.G.
Quantity MMBTU 1,20,365 17,12,334
Total amount Rs. in lacs 3,591.89 4,052.35
Average rate/unit Rs. 298 234
4. i) L.P.G.
Quantity MT 9,473 8,421
Total amount Rs. in lacs 3,906.90 2,998.09
Average rate/unit Rs. 41,242 35,602
ii) L.D.O.
Quantity KL – 7.54
Total amount Rs. lacs – 2.29
Average rate/unit Rs. – 30,348
iii) H.S.D.
Quantity KL 127 1,477
Total amount Rs. in lacs 41.79 425.29
Average rate/unit Rs. 32,964 28,801
iv) H.P.S. oil
Quantity KL 116 20,882
Total amount Rs. lacs 33.83 4,439.64
Average rate/unit Rs. 29,108 21,261
B. Consumption per unit of production
Glass containers and tumblers MT 7,67,971 6,91,359
Electricity KWH 330 329
L.P.G. KG 12.34 12.18
L.D.O. LTR 0.00 0.01
F-Oil/ RFO / Equv.Oil LTR 99.50 74.94
LNG MMBTU 1.57 2.48
H.S.D LTR 0.17 2.14
H.P.S. LTR 0.15 30.20
Notes:
1. The Company manufactures only container glass.
2. Variation in consumption of power and fuel is attributable to enhanced production capacity.

28 | Hindusthan National Glass & Industries Limited


FORM B

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.

Future plans of action III. Foreign Exchange Earnings and Outgo


The Global Economic scenario makes the year ahead Your Company has taken initiatives to strengthen its strategic
challenging. The Company is relying on its innovative strengths presence globally by constantly accessing new sale avenues in
in the face of challenges to create strong differentiators for its overseas markets of Bangladesh, USA, South Africa, Kenya,
customers. Australia, Hong Kong, to name a few. During the financial year
2008-09 the Company had recorded an increase in export by
Your Company will continue to invest in R & D activities to
Rs. 17.41 Crores. The foreign exchange earnings and outgo of
enhance productivity and operational efficiency to create savings
the Company is detailed below
for its customers and increase its profitability.
(Rs. in lacs)

Expenditure on R&D Current year Previous year


During the year, expenditure incurred on Research and (i) Earnings in foreign exchange 5,772.77 4,032.46
Development are as enumerated below: (excluding indirect exports of
(Rs. in lacs) Rs. 6,538.14 lacs; previous year
Rs. 3,009.80 lacs and exports
2008-09 2007-08
to Nepal Rs. 1,419.95 lacs;
a. Capital – – previous year Rs. 169.19 lacs)
b. Recurring 38.26 7.91 (ii) Expenditure incurred in
c. Total 38.26 7.91 foreign exchange
d. Total R & D expenditure as 1. Raw materials 6,489.33 5,698.52
a percentage of the turnover Insignificant Insignificant 2. Capital goods 5,131.73 1,939.26
B. Technology Absorption, Adaptation and Innovation 3. Components, spare parts 4,894.01 1,497.50
Your Company continues to focus on daily innovations in shape and repairs
and quality of its product and in energy saving devices. To name 4. Other expenses 384.84 272.24
a few, the initiatives taken by the Company and the benefits
derived therefrom in the year under review are:
Two IS Machines which were replaced with latest AIS triple For and on behalf of the Board
gob 12 section Machine, optimised Plant performance.
Two New Vacuum Pumps which were installed improved
quality and productivity. Kolkata C. K. Somany
June 20, 2009 Chairman

Hindusthan National Glass & Industries Limited | 29


The Board of Directors, at its meeting held on October 31, 2005 had appointed Mr. Sanjay Somany (Managing Director), Mr. Mukul
Somany (Joint Managing Director) as Chief Executive Officers (CEO) of the Company. Further, w.e.f. February 20, 2009 Mr. N. Khanna
was appointed as the Senior Vice President (Finance) & Chief Financial Officer (CFO) of the Company.

CEO & CFO Certification


We, Sanjay Somany, Managing Director; Mukul Somany, Joint Managing Director and Nirmal Khanna, Sr. Vice President (Finance)
and Chief Financial Officer, responsible for the finance function certify that-

(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.

(d) We have indicated to the Auditors and the Audit Committee:


(i) That there has not been any significant change in internal control over financial reporting during the year under review;
(ii) That there has not been any significant change in accounting policies during the financial year 2008-09 requiring disclosure
in the notes to the financial statements; and
(iii) That during the year under review, we are not aware of any instance of significant fraud and involvement therein of the
management or any employee having a significant role in the Company’s internal control system over financial reporting.

Nirmal Khanna Mukul Somany Sanjay Somany


Senior Vice President (Finance) Joint Managing Director Managing Director
Chief Financial Officer (Chief Executive Officer) (Chief Executive Officer)

Kolkata
June 20, 2009

30 | Hindusthan National Glass & Industries Limited


Particulars of Employees in Terms of Section
217(2A) of The Companies Act, 1956
Sl. Age Qualification Date of Designation Gross Last Employment
No. Name (Years) & Experience Appointment (Nature of Remuneration held (Designation)
in years Duties) (Rs.)

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)

2 Mr. Mukul Somany 43 B. Com (Hons.) 01.10.2005 Jt Managing 1,37,73,534 None


22years Director (To manage
the 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.

For and on behalf of the Board

Kolkata C. K. Somany
June 20, 2009 Chairman

Hindusthan National Glass & Industries Limited | 31


MANAGEMENT
DISCUSSION
AND ANALYSIS

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

exports, requiring superior packaging standards for the Natural product


international market. [Source: IBEF] Lowest pollution (total life cycle) – emissions at various recycling
levels are lower in glass compared to aluminium and PET
Container glass industry Light and convenient
Overview
Inertness to heat
The Indian container glass market is estimated at 320 million
Inertness to ultra-violet rays
euro accounting for 12% of the packaging industry. The market
for container glass has been growing at a rate of 8% over the Visibility of product
last five years. The demand in the container glass industry is Lowest cost (per life cycle)
driven by a growth in end-user segment like processed foods Longer re-cyclability
(FMCG), beverages, beer, liquor, pharmaceutical and retail. Versatility of design

32 | Hindusthan National Glass & Industries Limited


The recycling loop

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

Each tonne of cullet used means


1 tonne less of land fill
Over 1 tonne less of natural resources depletion

Growth drivers Outlook


Growing food processing industry The Indian economy is projected to achieve a sustainable GDP
The Indian food market, according to the 'India Food Report growth of around 6.5% whereas the annual growth of the
2008', is estimated at over US$ 182 billion, and accounts for packaging industry is expected to double to around 20-25%.
about two thirds of the total Indian retail market. Further, The container glass industry, which grew at a compounded
according to consultancy firm McKinsey, the retail food sector in annual growth rate (CAGR) of 8% over five years, is expected to
India, is likely to grow from around US$ 70 billion in 2008 to grow over 8% in the future. [Source: IBEF]
US$ 150 billion by 2025, accounting for a large chunk of the
The demand for container glass will grow on account of the
world food industry. This would grow from US$ 175 billion to
forecasts that packaging material for beverages will mainly be of
US$ 400 billion by 2025, driving the demand for packaging
glass, especially for high quality packaging. Glass container plants
alternatives, especially glass containers. [Source: IBEF]
will improve technology levels to produce thin and light-weighted
Increasing rural consumption bottles. Beer bottles should be made in more specifications,
The FMCG industry in India was worth around US$ 16. 03 billion meeting the demands of customers at various levels. Based on
as on August 2008, and the rural market accounted for a robust the analysis of the current market demands at home and abroad,
57% share of the total FMCG market in India, overtaking the tubular vials for antibiotic use will increase gradually, although
urban market (43%). The rural per capita consumption of injection vials will still remain in the greatest demand.
FMCGs would equal to current urban levels by 2017. Industry
analysts also expect the FMCG sector in rural areas to grow 40% Business driver – 1
against 25% in urban. [Source: IBEF] Raw material resource management
Growing beer consumption At HNG, corporate sustainability is derived from an ability to
The Indian beer industry has been witnessing steady growth of steady raw material cost structures across various market cycles
7-9% per year over the last 10 years. The rate of growth either by tying up with new vendors or through acquiring lease
remained steady in recent years, with volumes passing from rights. The Company’s principal raw materials comprises sand
mere 70 million cases in 2002 to 155 million cases in 2008. The (quartz), limestone (calcite), cullet (broken recyclable glass), soda
Indian beer market is dominated by strong beers (>5% alcohol ash, dolomite and feldspar. Soda ash prices constituted 49
by volume), which accounts for 70% of the total beer industry. percent of the total raw material cost (value wise), followed by
The premium beer market is a mere 5% of the total but this cullet (25 percent), sand (12 percent) and other raw material
segment is rapidly expanding, touching a growth rate between (14 percent). The Company’s priority in this regard continued
35-40%. As a result, the demand for container bottle will surge. an emphasis on modest raw material cost combined with
[Source: All India Brewers’ Association] anytime availability leading to efficient, uninterrupted

Hindusthan National Glass & Industries Limited | 33


production at all times. Road ahead
Highlights, 2008-09 To increase quantity of imported Soda Ash from 50% to 70%

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)

Hedged against unforeseen supply disruptions through an


Business driver – 2
average 20 days inventory for raw materials available in vicinity
of 250 kms and 30 days inventory for other critical raw materials Manufacturing and operations
Reinforced the price-value proposition through relatively stable At HNG, our competitive edge is derived from an ability to
raw material sourcing despite price revisions service the growing needs of customers. In turn, this advantage
is derived from its position as the largest Indian container glass
Used natural soda ash over chemical soda ash with a
manufacturer with planned growing capacities.
corresponding price advantage of around 10 percent

Our six manufacturing facilities

Rishra Bahadurgarh Rishikesh Puducherry Nashik Neemrana


Automated Three furnaces Two furnaces One furnace One Furnace One
batch-mixing furnace
IS manufacturing Furnace II used Fully automated IS manufacturing
facility
lines for Green glass batch-mixing facility lines
IS manufacture
On-site bottle On-site printing On-site bottle
manufacturing
printing facility with Off-site printing facility with three printing facility
lines
four decorating lines facility with three decoration lines with three
On-site bottle decorating lines decorating lines
Foundry and mould On-line automatic
printing facility
workshop OI inspection Mould workshop
On-site mould machines for product design
100% energy feed
repair shop and and manufacture
through captive power On-site modern
design facility
generating facility finished goods
Amber, flint warehouse
Amber, flint and
and green glass
green glass Sand beneficiation
manufacturer
manufacturer plant, foundry and
mould workshop

34 | Hindusthan National Glass & Industries Limited


Highlights, 2008-09 Introduced Japanese technology to shrink job change and
Implemented vacuum pumps in production lines, enhancing stabilisation time, enhancing capacity utilisation
output rate, quality and energy efficiency. Commenced hot end and cold end coating through lubrication
Added a booster in a Bahadurgarh furnace, enhancing for scratch resistant bottle manufacture, which increased bottle
capacity and reducing power consumption. strength and longevity
Reduced bottle weight on an average 15 percent through Developed new moulds and casts to reinforce moulding and
innovative redesign; the weight of 180 ml mcd-1 bottles casting operations
declined 13 percent from 217 grams to 189 grams, 377 mcd-1 Changed mould metal mix from cast iron to Minox (bronze),
bottles declined 15 percent from 352 grams to 300 grams, 750 which increased machine speed, enhanced quality and reduced
mcd bottles declined 16.08 percent from 628 grams to 527 defects
grams, pickle bottles declined 7.50 per cent from 200 grams to
Virtually eliminated storage breakage from an erstwhile 0.1
185 grams and glucose bottles declined 10 percent.
percent through efficient pallet stacking.
Drove continuous change in container bottle design,
Implemented ERP to integrate operations, planning and
developing new products.
decision-making.

The benefits of light weighting


Consumer benefit Company benefit
Enhanced availability Faster production rate (productivity increased by 8–10 percent)
Reduced transportation cost Optimum raw material use
Accelerated bottling process Overall cost reduction
Increased bottles per ton Increase in profitability
Reduced price per bottle
Improved bottle quality
Enhanced bottle transparency
Increased strength following uniform
and optimum wall thickness

The science of light weighting Road ahead


Existing bottle glass is analysed Proposed implementation of the vacuum pump across all
Analysis result leads to conclusion of how much weight production lines by 2009-10
reduction is possible Proposed capacity expansion by 50 tonnes and 100 tonnes
Bottle design is drawn such that during forming, no glass through the re-building of Bahadurgarh furnaces in 2009-10
distribution related issues should arise; should have a Proposed Rs. 170 cr capacity expansion from 600 TPD to 800-
smoothened profile making blowing easier and increasing 850 TPD in 2009-10, estimated to operationally break-even by
forming efficiency 2010-11
Once the design is approved engineering commences and Proposed commercialisation of narrow-neck-press-and-blow
sample mould casting is sent for (NNPB) operations across all plants leading to enhanced light
Internal trial is conducted (bottle performance check in the weighting by 25–30 percent
lines) Projected commissioning of Rs. 600-cr greenfield float glass
Customer approval is sought manufacturing facility in Vadodara (Gujarat) by September
After approval receipt, commercial production commences 2009

Hindusthan National Glass & Industries Limited | 35


Business driver – 3 Highlights, 2008-09
Quality Enhanced net value of revenue from customers
At HNG, quality is not an intangible virtue, but represents the Enhanced quality designs, service and value-for-money, driving
convergence of all product attributes to enhance durability and overall sales volume by 10 percent
progressively evolve from breakdown-maintenance to preventive Accelerated bottle light-weighting, reducing material and
maintenance philosophy. logistic costs
The Company’s ISO 9000:2000 certification vindicates its quality Customised products and widened the product mix,
brilliance, catering to customer specifications with inspection strengthening the customer experience
across 140 defect parameters, which are well within customer
Successfully addressed the design challenge for the
tolerance levels.
sophisticated ‘Gorbatschow’ liquor bottle
Highlights, 2008-09 Added several brand-enhancing clients like Carlsberg and John
Tightened supervisory control on job change to enhance Distilleries, among others, to its formidable customer list.
product quality
Enhanced its global footprint through a deeper presence in
Received ISO 22000 certification for food safety management Europe, Asia and America
systems for the Rishra and Puducherry plants
Implemented three Six Sigma projects on quality Road ahead
improvements Proposed market share expansion through product
development, bottle light-weighting and enhanced NNPB
Conducted extensive research on customer requirements
product proportion in the corporate portfolio
to obtain data on quality, packaging, light weighting,
bottling speed and pressure, capping facility, etc; around 50 Increased export share through an entry into new geographies
customer plants were visited to provide superior quality and as well as a consolidation in the existing ones
customisation. Proposed increase in installed capacity by around 14 percent
Formed a six-member team for pre-dispatch inspection (PDI) to service growing market and consumer needs
ensuing packaging inspection and proper loading.
Business driver – 5
Road ahead
Commence more Six Sigma projects for further quality
Safety, health and environment
enhancements At HNG, manufacturing process involves several operations
which can adversely impact employee safety, employee health
Automate quality inspection for quality excellence
and the surrounding environment, warranting investments in
Start ‘clean room production’ for pharmaceutical bottles,
safety equipment, processes, practices and people. The
complying with US-FDA norms
Company deputed a professionally qualified safety, health and
environment officer in each of its manufacturing facilities.
Business driver – 4
Marketing and distribution Highlights, 2008-09
At HNG, dependability is derived from an ability to demonstrate Conducted monthly training programmes on safety aspects
container glass packaging options that are superior than Commenced the water re-cycle plant in which effluent water is
competing companies and packaging alternatives on chemically treated for gardening, cullet washing and other jobs.
the one hand as well as making timely product deliveries Implemented several effluent control devices to reduce water
on the other, leading to customer delight. This ability is derived pollution
from an ongoing quest for R&D-driven excellence and plant
Enhanced the number of fire extinguishers in the factories
positions in customer-proximate locations - a holistic delivered
Conducted first-aid training programmes by St. John
solution.
Ambulance at the Rishra plant

36 | Hindusthan National Glass & Industries Limited


Introduced repellents for enhanced hygiene Business driver – 7
Conducted yoga classes for employees and their families Talent management
At HNG, the most enduring capital is the sum of our people
Road ahead
qualifications, experience and enthusiasm, reflected in a rich
Become a zero discharge company
tradition of innovation, re-engineering, productivity and people
Enhance focus on air pollution control by the implementation retention.
of modern devices
Focus on better housekeeping Highlights, 2008-09
Possessed a 2,997-member team on direct pay roll and around
Business driver – 6 3,582 contracted employees (as on March 31, 2009)
Information technology platform Added 400 members in 2008-09 to service its growing
At HNG, robust IT infrastructure facilitates time-critical and capacity and customer requirements
proactive decision-making. HNG undertook the following Maintained a prudent mix of vigour and experience
initiatives to remove its IT infrastructure bottlenecks: Sustained employee retention and attendance at rates higher
than industry standards
Highlights, 2008-09
Implemented SAP in Rishra, Bahadurgarh, Puducherry and Strengthened its training based on departmental assessments,
Nashik plants, involving a Rs. 15-crore investment; the platform imparted by in-house experts and also external faculty.
encompassed financial management, material management, Strengthened its performance appraisal framework (employee
production planning, plant maintenance and quality rating from 1 to 100 across parameters) linking performance
management to enhance organisational integration and with incentives.
performance
Road ahead
Set up the SAP central site at the Bahadurgarh plant and a
Proposed recruitment of about 60 engineers and management
disaster recovery site at the Rishra plant
trainees from premier Indian institutions like the National
Improved the speed of network devices – from 10/100 mbps Institute of Technology (NIT), Jadavpur University, Bengal
to 1,000 mbps – at the Bahadurgarh plant for accelerated Engineering College, Roorkee University, Delhi Engineering
communication College, the Institute of Chartered Accountants of India and
Road ahead Indian Institute of Management followed by a month’s
Introduce human resource management under the SAP induction training
platform Proposed annual appraisal by departmental heads based on
Bring the Neemrana and Rishikesh plant under the SAP KRAs communicated at the year-start
platform Proposed introduction of a performance-linked incentive
scheme for senior employees
Improve network devices for all plants
Introduce window deployment services (WDS) in all plants for
faster IT operations

Hindusthan National Glass & Industries Limited | 37


Managing uncertainties at HNG
Risk is the uncertainty about events and their possible outcome that can impact performance and prospects. At HNG, our objective
is to reinforce a culture of responsible risk management at all levels and functions so that risks can be estimated, controlled and
countered.

Nature of risk Risk explanation Risk mitigation


Economy risk Slowdown in key downstream sectors The Company caters to multiple sectors (processed food,
could affect demand for the Company’s beverages, beer, liquor, pharmaceuticals and organised retail)
products leading to a diversified income portfolio.
The Company caters to the top 10 companies in respective
sectors, outperforming the industry average
The container glass industry grew 12 percent from Rs. 4,000
cr in 2007-08 to around Rs. 4,500 cr in 2008-09 and this
growth is expected to sustain

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

38 | Hindusthan National Glass & Industries Limited


Nature of risk Risk explanation Risk mitigation
Quality risk Inconsistent product quality can lead to The Company possesses ISO 9000:2000 quality certification
client attrition and is actively pursuing ISO 14000/18000/22000 certifications
Invested in sophisticated laboratories equipped with cutting-
edge equipment (atomic absorption spectrophotometer, flame
photometer, ramp pressure tester, vertical load tester, profile
projector, impact tester and automatic thermal shock tester)
Stringent monitoring reduced rejections

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.

Liquidity risk A liquidity crunch could hamper Reduced debtors’ cycle


operations Strengthened creditors’ period optimising working capital use
Sustained the working capital cycle
People risk A lack of skilled professionals could The Company is continuously recruiting new professionals to
affect growth drive its growth
Strengthened training at all levels
Enhanced employee retention to more than 95 percent
Funding risk An inability to mobilise adequate The Company enjoyed a 0.36 debt-equity ratio, considered
low-cost funds may stagger growth adequate to fund prospective expansions
Maintained a Rs. 917.71 cr reserve as on March 31, 2009;
free reserves constituted 87.33 percent of the reserves and
surplus balance as on March 31, 2009
Enjoyed a prudent mix of secured and unsecured loans

Hindusthan National Glass & Industries Limited | 39


THE DIRECTORS PRESENT THE
COMPANY’S REPORT ON
CORPORATE
GOVERNANCE

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

Mr. C. K. Somany (Chairman) 5 9 – 1 1


Non-Executive
Mr. Sanjay Somany (Managing Director) 5 9 – – –
Executive
Mr. Mukul Somany (Jt. Managing 5 10 – – –
Director) Executive
Mr. Kishore Bhimani Independent 4 1 – 1 1

40 | Hindusthan National Glass & Industries Limited


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

Mr. S. Bhattacharya Independent 5 1 – – –


Mr. R. K. Daga Independent 5 2 2 – 2
Mr. Dipankar Chatterji Independent 4 7 – 5 5
Mr. S.K. Bangur Independent 3 10 – – –
Dr. I.K. Saha Independent 5 1 – – –
Mr. R. R. Soni Executive Director 2 1 – – –

^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.

Board meetings held during the year-


During the financial year ended on March 31, 2009, five Board meetings were held within the maximum specified duration of 120
days between two Board meetings. The details of the meetings are as follows:-

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.

Hindusthan National Glass & Industries Limited | 41


c. Major accounting entries involving estimates based on the nature and reporting the matter to the Board.
exercise of judgment by the management. 10. Discussion with Statutory Auditors, about the nature and
d. Significant adjustments made in the financial statements scope of Audit as well as post-audit discussion to ascertain any
arising out of audit findings. area of concern.
e. Compliance with listing and other legal requirements relating 11. To look into the reasons for substantial defaults in the
to financial statements. payment to the depositors, debenture-holders, shareholders
f. Disclosure of any related party transactions. (in case of non-payment of declared dividends) and creditors.

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.

Total Strength of Audit Committee : Three


Designation Members Category No. of No. of
meetings held meetings attended
Chairman Mr. R. K. Daga Non-Executive, Independent Director 8 8
Member Mr. Sujit Bhattacharya Non-Executive, Independent Director 8 7
Member Mr. Dipankar Chatterji Non-Executive, Independent Director 8 8

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-

Total strength of Remuneration Committee : Three

Designation Members Category


Chairman Mr. R.K. Daga Non-Executive, Independent Director
Member Mr. Kishore Bhimani Non-Executive, Independent Director
Member Mr. Dipankar Chatterji Non-Executive, Independent Director

42 | Hindusthan National Glass & Industries Limited


The Remuneration Committee has approved the increase in whichever is less, subject to the approval of Central Government
remuneration of the Managing Director and Joint Managing as may be required, for the period of 5 years commencing from
Director in terms of the agreement entered by the Company with April 1, 2007 and ending on March 31, 2012. The commission
them as agreed by the shareholders of the Company. Further, for the financial year 2008-09 will be distributed among the said
the Remuneration Committee has also approved the Directors accordingly.
remuneration payable to the Executive Director.
Details of the remuneration paid to the Directors
Remuneration policy of the Company- during the financial year 2008-09
The remuneration of the Executive Directors are recommended To Non-Executive Directors
by the Remuneration Committee, based on criteria such as
In addition to the commission as aforesaid, the Independent and
industry benchmarks, the Company’s performance vis-à-vis the
Non-Executive Directors are entitled to a sitting fee of Rs. 5,000
industry, responsibilities shouldered, performance/track record,
for attending each meeting of the Board and the Audit
macro-economic review, remuneration packages of heads of
Committee. The members of Remuneration Committee are paid
other organisations and approved by the Board of Directors. The
a sitting fee of Rs. 2500 for attending each committee meeting.
Company pays remuneration by way of salary, perquisites and
Further, no remuneration is paid for attending the meeting of
allowances, incentive remuneration and /or commission to its
the Share Transfer & Shareholders’ Grievance Committee and
Executive Directors.
Treasury Management Committee.
The remuneration by way of commission to the Non-executive
The Company obtained shareholders’ approval for the payment
Directors is decided by the Board of Directors and distributed on
of commission to Non Executive Directors, on September 14,
an equal basis. The members had, at the Annual General
2007, for a period of five years. The amount of commission will
Meeting held on September 14, 2007, approved the payment of
be apportioned and paid among the Non-Executive Directors on
remuneration by way of commission every year to the Non-
the basis of duration of membership on the Board.
Executive Directors of the Company of Rs. 100,000 or 1 percent
of the net profit for that year (calculated in accordance with the The details of sitting fees paid and commission payable for the
Provisions of section 309 (5) of the Companies Act, 1956), financial year 2008-09 are as follows:

(In Rupees)

Directors Business relationship Sitting fees Commission Total


with HNGIL
Mr. C.K. Somany* Promoter 25,000 1,00,000 1,25,000
Mr. Kishore Bhimani None 22,500 1,00,000 1,22,500
Mr. S. Bhattacharya None 60,000 1,00,000 1,60,000
Mr. R.K. Daga None 67,500 1,00,000 1,67,500
Mr. Dipankar Chatterji None 62,500 1,00,000 1,62,500
Mr. S.K. Bangur None 15,000 1,00,000 1,15,000
Late Supriya Gupta None 15,000 1,00,000 1,15,000
Dr. I.K. Saha None 25,000 1,00,000 1,25,000

* 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.

Hindusthan National Glass & Industries Limited | 43


To Executive Directors
The details of remuneration paid to Executive Directors as per agreement during the financial year 2008-09 is as follows:

(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.

5. Share Transfer and Shareholders’ Grievance Committee


Composition, meetings and attendance during the year

Total strength of the Committee : Four


Designation Members Category No. of No. of
meetings held meetings attended
Chairman Mr. Kishore Bhimani Non-Executive 4 4
Independent Director
Member Mr. R.K. Daga Non-Executive 4 4
Independent Director
Member Mr. Sanjay Somany Executive Director 4 4
Member Mr. Mukul Somany Executive Director 4 4

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.

44 | Hindusthan National Glass & Industries Limited


Shareholders’ complaints and pending share transfer
There were three investor grievance complaints received during the year under review. All the three complaints were resolved and
there are no complaints pending at year ended March 31, 2009.

6. General Body Meetings


The details of day, date, venue and time of the last three Annual General Meetings held are as follows:

General Meeting Venue Day and date Time


62nd Annual General Meeting Rotary Sadan, 94/2, Chowringhee Monday, September 8, 2008 10.00 A.M.
Road, Kolkata- 700 020
61st Annual General Meeting Registered Office: Friday, September 14, 2007 11.30 A.M.
2, Red Cross Place, Kolkata- 700 001
60th Annual General Meeting Registered Office: Monday, September 25, 2006 11.30 A.M.
2, Red Cross Place, Kolkata- 700 001

Details regarding Special Resolutions passed during the previous three years are given below:

Shareholders’ meeting Special Business requiring Special Resolution


62nd Annual General Meeting 1. Resolution requiring approval u/s 31 of the Companies Act, 1956 for altering the Article
85 of the Articles of Association of the Company in respect to the number of Directors
of the Company.
2. Resolution requiring approval u/s 314 of the Companies Act, 1956 for holding an office of
profit by the Chairman of the Company in Glass Equipment (India) Limited, a 100%
Subsidiary of the Company.
3. Resolution requiring approval u/s 293(1)(d) of the Companies Act, 1956 and all other
enabling provisions, to grant consent to the Board of Directors of the Company to borrow
sums of money, which may exceed the aggregate for the time being of the paid up capital
of the Company and its free reserves.
4. Resolution requiring approval u/s 293(1)(a) of the Companies Act, 1956 and other
applicable provisions to grant consent to the Board of Directors to mortgage, create
charge(s) and/or hypothecate in addition to the existing mortgage(s), charge(s) and
hypothecation(s).

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.

60th Annual General Meeting None

However, no resolution requiring a postal ballot u/s 192A 7. Disclosures


of the Companies Act, 1956 was recommended for approval There are no materially significant related party transactions
during the last year. No resolution requiring postal ballot made by the Company with its Promoters, Directors or the
is being proposed at the ensuing Annual General Meeting. Management, its subsidiaries or relatives, etc. that may have
The Company will seek shareholders’ approval through postal potential conflict with the interests of the Company at large. The
ballot in respect of resolutions relating to such business Register of Contracts containing the transactions in which the
as prescribed in the Companies (Passing of the Resolutions Directors are interested is placed before the Board regularly for
by Postal Ballots) Rules, 2001, as and when the occasion arises. its approval.

Hindusthan National Glass & Industries Limited | 45


Related Party Transactions in the ordinary course of business the Company have certified to the Board in accordance with
are reported to the Audit Committee. Such transactions are Clause 49(v) of the Listing Agreement pertaining to CEO/CFO
disclosed in Note No. 28 of Schedule ‘S’ to the accounts in the certification for the financial year ended March 31, 2009.
Annual Report. The Management Discussion and Analysis statement forms
During the last three years, there were no strictures or penalties part of this Annual Report.
imposed on the Company by either the Securities and Exchange According to Articles of Associations of the Company, one-
Board of India (SEBI) or the stock exchanges, or any other third of the Directors retire by rotation and, if eligible, seek re-
statutory authority for non-compliance of any matter related to appointed at the Annual General Meeting of the shareholders. As
the capital market. per Article 90 of the Articles of Association of the Company, Shri.
Though there is no formal whistle blower policy, the Company Kishore Bhimani, Shri. Sujit Bhattacharya and Shri. S. K. Bangur
takes cognizance of the complaints made and suggestions given will retire in the ensuing Annual General Meeting. The Board has
by the employees and others. Even anonymous complaints are recommended the re-appointment of all the retiring Directors.
looked into and whenever necessary, suitable corrective steps The detailed profiles of all these Directors are provided in the
are taken. No employee of the Company was denied access to Notice calling the Annual General Meeting of the Company.
the Audit Committee of the Board of Directors of the Company.
The Company conducts periodic reviews and reporting to the
8. Means of communication
The quarterly, half-yearly and annual financial results are
Board of Directors regarding risk assessment by senior executives
published in the proforma prescribed under the Listing
with a view to minimise risk.
Agreement in one English Newspaper (normally in The Financial
None of the Non-Executive Directors hold any share in the
Express) having wide circulation and another in vernacular
Company except Mr. C. K. Somany (holding 5,35,474 shares in
language in Bengali (normally in Dainik Lipi/Arthik Lipi).
his personal capacity).
However, only the annual results are sent to the shareholders of
During the financial year 2008-09, the Company didn’t make the Company.
any public or rights issue.
The Company’s annual results along with various other
The Financial Statements for the financial year 2008-09 have information are displayed on the Company’s web-site
been prepared in accordance with the applicable Accounting www.hngindia.com.
Standards prescribed by The Institute of Chartered Accountants
Pursuant to the requirement of Clause 51 of the Listing
of India and as required under the Companies (Accounting
Agreement, the quarterly financial results, shareholding pattern,
Standards) Rules, 2006.
etc. are provided on the specified web-site of SEBI i.e.
The Managing Director and the Joint Managing Director of http://sebiedifar.nic.in.

9. General shareholder information


Incorporation The Company was incorporated in Calcutta in the Province of Bengal on 23rd
February 1946 (now West Bengal).
Corporate Identification Number (CIN): L26109WB1946PLC013294
AGM: Date, time and venue August 14, 2009; 11.00 AM at Rotary Sadan, 94/2, Chowringhee Road,
Kolkata-700 020
Financial calendar April to March
1st quarter results by 4th week of July
2nd quarter results by 4th Week of October
3rd quarter results by 4th Week of January
4th quarter results by 3rd Week of June of next year
Date of book closure August 7, 2009 to August 14, 2009 (both days inclusive)
Dividend Payment Date August 14, 2009
Listing on stock exchanges

46 | Hindusthan National Glass & Industries Limited


Your Company’s shares are listed on the following stock exchanges:
1] The Calcutta Stock Exchange 2] Bombay Stock 3] National Stock Exchange
Association Ltd Exchange Limited, Mumbai of India Limited
7, Lyons Range, Kolkata-700 001 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla
Email: mop@cse-india.com Dalal Street, Mumbai 400 001 Complex, Bandra (E),
Website: www.cse-india.com Email : is@bseindia.com Mumbai- 400 051
Website: www.bseindia.com Email: ignse@nse.co.in
Website: www.nseindia.com
Listing fees Paid for the financial year 2009-10 for all the above Stock Exchanges.
Scrip code/Scrip Symbol – i. 18003 on The Calcutta Stock Exchange Association Ltd., Kolkata
ii. 515145 on Bombay Stock Exchange Limited, Mumbai
iii. HINDNATGLS on National Stock Exchange of India Limited, Mumbai
High / Low share price data
1] According to the data provided by The Calcutta Stock Exchange Association Ltd., Kolkata, there has been no transaction of
the Company’s equity shares during the year under review at the said Stock Exchange.
2] The details of transactions in the Company’s equity shares at the Bombay Stock Exchange Limited, Mumbai during the
financial year 2008-09 and the respective higher / lower price data are as given below:

Month High (Rs.) Low (Rs.) Volume (Shares)


April, 2008 784.70 745.85 33,693
May, 2008 794.20 656.70 27,982
June, 2008 738.65 560.20 28,316
July, 2008 685.55 571.50 32,631
August, 2008 658.75 578.90 22,727
September, 2008 596.60 431.25 17,580
October, 2008 448.70 249.90 17,611
November, 2008 413.55 302.20 14,489
December, 2008 651.65 387.05 32,028
January, 2009 591.85 515.10 13,607
February, 2009 549.70 464.25 9,990
March, 2009 478.00 415.00 8,616

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)

Hindusthan National Glass & Industries Limited | 47


Registrar & Share Transfer Agent In compliance with the SEBI directive, the Company has appointed M/s.
Maheshwari Datamatics Pvt. Ltd., as its Registrar & Share Transfer Agent for all
matters relating to shares both in physical as well as in dematerialised mode.
However, documents relating to shares are also received at the Company’s
Registered Office at 2, Red Cross Place, Kolkata 700 001, Tel. No: (033) 2254
3100, Fax No: (033) 2254 3130, e-mail address: cosec@hngil.com.

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

No. of equity shares held Folios % Shares %


1 to 5000 6411 98.39 2,13,547 1.22
5001 to 10000 47 0.72 36,079 0.21
10001 to 20000 16 0.2455 23,357 0.13
20001 to 30000 3 0.0460 7,400 0.04
30001 to 40000 3 0.0460 10,807 0.06
40001 to 50000 2 0.0307 8,482 0.05
50001 to 100000 2 0.0307 13,382 0.08
100000 and above 32 0.4911 1,71,54,659 98.21
Grand total 6,516 100.00 1,74,67,713 100.00
No. of shareholders in:
Physical mode 51 0.78 69,97,470 40.06
Electronic mode
NSDL 3,864 59.30 1,02,91,614 58.92
CDSL 2,601 39.92 1,78,629 1.02
Total 6,516 100.00 1,74,67,713 100.00

Shareholding pattern as on March 31, 2009


Category No. of shares %
Promoters and associates 1,29,54,068 74.16
Institutions 3,24,262 1.86
Domestic companies 4,23,425 2.42
Resident individuals 37,64,572 21.55
Foreign residents and NRIs 1,385 .01
Trust 1
Total 1,74,67,713 100

Dividend – The Board has recommended dividend @ 50% or Rs. 5 per equity share

48 | Hindusthan National Glass & Industries Limited


Dematerialisation of shares and liquidity
As on March 31, 2009, 1,04,70,243 shares comprising 59.94% of the paid-up capital of the Company are in dematerialised
mode, as compared to 40,45,962 shares as on March 31, 2008. C. K. Somany Group i.e. the promoter of the Company, holds
around 74.16% of the paid-up capital of the Company, of which 59,61,426 shares being 34.13% of paid-up capital are held in
dematerialised mode as on March 31, 2009, as compared to 30,47,401 shares being 27.49% of paid-up capital as on March
31, 2008 and the balance in the physical form at the end of the year March 31, 2009.

Demat ISIN Number for NSDL and CDSL INE 952A01014


Outstanding GDRSs/ADRs/ Warrants or any convertible None
instruments, conversion date and the likely impact on equity.
Plant locations The Company has six plants, located at:

I. 2, Panchu Gopal Bhaduri Sarani, II. Bahadurgarh–124507, Dist: Jhajjar, Haryana.


Rishra-712 248, Dist. Hooghly, West Bengal Phone: (01276) 221400, Fax (01276) 221666
Phone: (033) 2600 0200, Fax (033) 2600 0333

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

V. Thondamanatham Village, VI. Nashik Glass Work, F1, MIDC Malegaon,


Vezhudavoor S.O. Pondicherry –605 502 Dist. Sinnar, Nashik - 422113
Phone: (0413) 2677319, Fax (0413) 2677366/2677666 Phone: (025511) 228900, Fax (025511) 228999

Address for correspondence Company Secretary


Hindusthan National Glass & Industries Ltd.
2, Red Cross Place, Kolkata 700 001.
Telephone No. (033) 2254 3100,
Fax No. 033 2254 3130
Email: cosec@hngil.com
E-mail ID for investors’ grievance cosec@hngil.com

B. Non-mandatory requirements under Clause 49 of the Listing Agreement


The Board At present, the Chairman of the Company Mr. C. K. Somany, does not have a
separate office in the Company. The corporate office supports the Chairman in
discharging his responsibilities.
Independent Directors are appointed on the Board based on their requisite
qualifications and experiences which enables them to contribute effectively to the
Company.

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.

Hindusthan National Glass & Industries Limited | 49


Information to shareholders Half-yearly results including summary of the significant events are currently not being
sent to the shareholders of the Company. However, quarterly results are posted at
the Company’s website, in addition to being published in two newspapers, one in
English and another in vernacular language.
Code of conduct for prevention Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations,
of insider trading. 1992, as amended, the Company has adopted a ‘Code of Conduct for Insider
Trading’ at the meeting of the Board of Directors held on June 10, 2002. The
Company, its Directors and designated employees, have complied with the provisions
of the said Code of Insider Trading.
Code of Conduct for Directors Pursuant to the requirements of Clause 49 of the Listing Agreement as amended, the
Company has adopted a ‘Code of Conduct for Directors and the Senior Management’
at the meeting of the Board of Directors held on October 31, 2005. The said code
is also placed on the website of the Company viz. www.hngindia.com. The Directors
and designated employees of the Company have complied with the provisions of
the said Code of Conduct.

For and on behalf of the Board

Kolkata C.K. Somany


June 20, 2009 Chairman

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.

Mukul Somany Sanjay Somany


Date: June 20, 2009 Joint Managing Director Managing Director

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.

50 | Hindusthan National Glass & Industries Limited


Auditors’ Report

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

Hindusthan National Glass & Industries Limited | 51


of the Companies Act, 1956 have been so entered. Companies Act, 1956 in respect of any of the Company’s
product.
b) In our opinion, having regard to the remarks as given in
para (iv) above, the transactions made in pursuance of ix) a) The Company is generally regular in depositing
contracts or arrangements entered in the register undisputed statutory dues including Provident Fund,
maintained under Section 301 of the Companies Act, Investor Education and Protection Fund, Employees’
1956, and aggregating during the year to five lacs or State Insurance (except in case of Neemrana unit where
more in respect of each party have been at prices which Provident Fund, and Employees’ State Insurance were
are considered reasonable having regard to prevailing deposited after receipt of PF code/No.) Wealth Tax,
market price for such goods and materials. Service Tax, Income Tax, Sales Tax, Custom duty, Excise
duty, Cess and other material statutory dues with the
vi) The Company has not accepted any deposits from the public
appropriate authorities.
during the year.
b) There are no undisputed statutory dues payable for a
vii) In our opinion, the Company has an adequate internal audit
period of more than six months from the date these
system commensurate with its size and nature of its
dues became payable as at March 31, 2009.
business.
c) According to the information and explanations given to
viii) The Central Government has not prescribed for the
us, the statutory dues which have not been deposited as
maintenance of cost records under Section 209(1)(d) of the
on March 31, 2009 on account of disputes are as under:

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

52 | Hindusthan National Glass & Industries Limited


x) The Company has no accumulated losses at the end of the 2. Attention is invited to Note 28 E of Schedule S regarding
financial year and it has not incurred any cash losses in the purchase of goods for which central Government approval as
current or in the immediately preceding financial year. required in terms of provisions of Companies Act, 1956 has not
been obtained by the Company.
xi) According to the information and explanations given to us,
the Company has not defaulted in repayment of dues to a 3. Further to above, we report that
financial institution, bank or debenture holders.
i) We have obtained all the information and explanations,
xii) According to the information and explanations given to us, which to the best of our knowledge and belief were
the Company has not granted any loans and advances on necessary for the purpose of our audit.
the basis of security by way of pledge of shares, debentures
ii) The Balance Sheet, Profit and Loss Account and Cash Flow
and other securities.
Statement dealt with by this report are in agreement with
xiii) The Company is not a chit fund or a nidhi mutual benefit the books of account.
fund/society. Accordingly, the provisions of clause 4 (xiii) of
iii) In our opinion, proper books of account as required by law
the Companies (Auditor’s Report) Order, 2003, as amended
have been kept by the Company so far as appears from our
by the Companies (Auditors Report) (Amendment) Order,
examination of these books.
2004 are not applicable to the Company.
iv) In our opinion, the Balance Sheet, Profit and Loss Account
xiv) According to the information and explanations given to us,
and Cash Flow Statement dealt with by this report comply
the Company is not dealing or trading in shares, securities,
with the Accounting Standards referred to in Section 211(3C)
debentures and other investments. Accordingly, the
of the Companies Act, 1956 to the extent applicable.
provisions of clause 4 (xiv) of the Companies (Auditor’s
Report) Order, 2003, as amended by the Companies v) On the basis of the written representations from the
(Auditors Report) (Amendment) Order, 2004 are not Directors and taken on record by the Board of Directors,
applicable to the Company. none of the Directors is disqualified as on March 31, 2009
from being appointed as a Director under Section 274(1)(g)
xv) In our opinion, the terms and conditions on which the
of the Companies Act, 1956.
Company has given guarantee for loans taken by its
subsidiary Company from bank are not prima facie vi) In our opinion and to the best of our information and
prejudicial to the interest of the Company. according to the explanations given to us, the said accounts
subject to our remarks as given in para 2 above, together
xvi) According to the information and explanations given to us,
with the overall impact, which is not ascertainable and read
the term loans have been applied for the purpose for which
together with other Notes on Accounts of Schedule “S” give
they were raised.
the information required by the Companies Act, 1956 in the
xvii) According to the information and explanations given to us manner so required and also give a true and fair view in
and on an overall examination of the Balance Sheet of the conformity with the accounting principles generally
Company, we report that short term fund have not been accepted in India:
used for long-term investment.
a) In the case of Balance Sheet, of the state of affairs of
xviii) During the year, the Company has not made preferential the Company as at March 31, 2009 and
allotment of shares to parties and companies covered in the
b) In the case of Profit and Loss Account of the Company,
register maintained under section 301 of the Act.
of the profit for the year ended on that date.
xix) According to the information and explanation given to us,
c) In the case of Cash Flow Statement, of the cash flows for
the Company has created security in respect of debentures
the year ended on that date.
issued during the year.

xx) The Company has not raised any money through a public For Lodha & Co.
issue during the year. Chartered Accountants

xxi) Based upon the audit procedures performed and


information and explanations given to us, we report that no H. K. Verma
fraud on or by the Company has been noticed or reported Kolkata Partner
during the course of our audit. June 20, 2009 Membership No: 55104

Hindusthan National Glass & Industries Limited | 53


Balance Sheet As at March 31, 2009
(Rs in lacs)
Schedules As at 31.03.2009 As at 31.03.2008
SOURCES OF FUNDS
Shareholders' Funds
Share Capital A 1746.77 1746.77
Reserves and Surplus B 91771.26 84612.65
93518.03 86359.42
Loan Funds
Secured Loans C 41523.81 28742.96
Unsecured Loans D 9210.65 13127.61
50734.46 41870.57
Deferred Tax Liabilities (Net) 4176.71 1807.52
Total 148429.20 130037.51
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 137899.43 125746.20
Less: Depreciation 47251.09 41031.42
Net Block 90648.34 84714.78
Capital Work-in-Progress 8203.39 4510.70
Investments F 10458.46 11458.50
Current Assets, Loans and Advances
Inventories G 21578.47 16414.97
Sundry Debtors H 22718.99 16449.63
Cash and Bank Balances I 1139.97 1678.98
Loans and Advances and Other Current Assets J 19353.09 13654.98
64790.52 48198.56
Less:
Current Liabilities and Provisions
Current Liabilities K 19882.16 14857.67
Provisions L 5789.35 3987.36
25671.51 18845.03
Net Current Assets 39119.01 29353.53
Total 148429.20 130037.51
Significant Accounting Policies and Notes on Accounts S

The Schedules referred to above form an integral part of Balance Sheet


As per our report of even date
For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

54 | Hindusthan National Glass & Industries Limited


Profit and Loss Account For the year ended March 31, 2009
(Rs in lacs)
Schedules 31.03.2009 31.03.2008
INCOME
Sales (Gross) M 143859.63 114833.90
Less : Excise Duty 12756.04 12704.21
131103.59 102129.69
Other Income N 2170.07 1113.96
Increase / (Decrease) in Stock O 1145.74 (424.86)
134419.40 102818.79
EXPENDITURE
Materials P 39309.11 29251.61
Manufacturing and Other Expenses Q 71519.14 52100.07
110828.25 81351.68
Profit before Depreciation, Interest and Tax 23591.15 21467.11
Depreciation 7698.07 7293.97
Transferred From Revaluation Reserve (223.55) (281.21)
7474.52 7012.76
Interest and Finance Expenses R 4344.88 2346.87
11819.40 9359.63
Profit before Tax 11771.75 12107.48
Less : Provision for Income Tax
- Minimum Alternate Tax 1310.00 1367.57
- Less: MAT Credit Entitlement (355.00) 955.00 (1367.57) –
- Fringe Benefit Tax 50.00 36.90
- Deferred Tax – (2663.49)
- Income Tax for Earlier years (7.87) (1299.82)
Profit after Tax 10774.62 16033.89
Add : Balance brought forward from last year 1072.00 705.57
Amount available for Appropriation 11846.62 16739.46
APPROPRIATIONS
General Reserve 7000.00 14850.00
Debenture Redemption Reserve 1250.00 –
Proposed Dividend on Equity Shares 873.39 698.71
Tax (including cess) on Proposed Dividend 148.43 118.75
Balance carried to the Balance Sheet 2574.80 1072.00
11846.62 16739.46
Basic and Diluted Earning Rs per Share 61.68 91.79
(Refer Note No. 10 of Schedule ‘S’)
Significant Accounting Policies and Notes on Accounts S

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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

Hindusthan National Glass & Industries Limited | 55


Cash Flow Statement For the year ended March 31, 2009
(Rs in lacs)
2008-09 2007-08
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax and extraordinary items 11771.75 12107.48
Adjustments to reconcile profit before tax to cash provided by operating activities.
Depreciation 7474.52 7012.76
Bad Debts & Provision for Doubtful debts 205.54 239.25
Provision for loss in value of current investment 0.04 0.17
Interest expenses (Net) 4344.88 2346.87
Dividend income (166.71) (0.27)
Liability no longer required written back (514.97) (95.92)
Interest received (497.22) (120.29)
(Profit) / Loss on sale of Fixed Assets (Net) 133.70 61.45
(Profit) / Loss on sale of current Investments (Net) (119.10) (8.15)
Operating Profit before working capital changes 22632.43 21543.35
Changes in current assets and liabilities
Loans and advances (181.44) (4974.99)
Trade and other receivables (6474.90) (4056.07)
Inventories (5163.50) (441.64)
Trade and other payables 4125.48 4316.59
Net Cash Generated by Operating Activities 14938.07 16387.24
Adjustments for :
Direct Taxes paid (1349.04) (115.16)
Fringe Benefit Tax paid (41.33) (36.75)
Net Cash from Operating Activities 13547.70 16235.33
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets and changes in capital work in progress (16838.18) (13016.03)
Proceeds on Disposal of Fixed Assets 679.21 161.13
Purchase of Long Term Investments – (4367.93)
Sale of Long Term Investments – 42.93
Purchase of Current Investments – (5794.44)
Sale of Current Investments 1119.10 5802.59
Share Application Money (3500.00) –
Dividend received 166.71 0.27
Interest received 234.21 34.57
Net Cash from Investing Activities (18138.95) (17136.91)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds / (Repayment) from long term borrowings (Net) 17041.95 812.38
Proceeds / (Repayment) from short term borrowings (Net) (8178.06) 3116.52
Interest paid (3994.49) (2331.38)
Dividend Paid during the year including Corporate Dividend Tax (817.16) –
Net Cash from Financing Activities 4052.24 1597.52
Net changes in Cash and Cash equivalents (539.01) 695.94
Opening Cash and Cash equivalents 1678.98 983.04
Cash and Cash equivalents at the end of the year 1139.97 1678.98
(represents cash in hand and bank balances)
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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

56 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – A SHARE CAPITAL
Authorised
51,15,00,000 Equity Shares of Rs 10/- each (Previous Year 51,15,00,000 Shares of Rs 10/-each) 51150.00 51150.00
51150.00 51150.00
Issued, Subscribed and Paid-Up
1,74,67,713 (Previous Year 1,10,43,368) Equity shares of Rs 10/- each fully paid up of which 1746.77 1104.34
58,10,360 Shares of Rs 10/- each were allotted as fully paid up Bonus Shares by
capitalisation of General Reserve and 64,24,345 Equity Shares of Rs 10/- each issued
as fully paid up pursuant to a scheme of amalgamation and arrangement for
consideration other than cash.
Share Suspense Account (pending allotment pursuant to the scheme of arrangement) – 642.43
1746.77 1746.77

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

Notes 31.03.2009 31.03.2008


Schedule – C SECURED LOANS
I) 12.75 % Redeemable Non Convertible Debentures
Privately placed with Life Insurance Corporation of India Limited 1 and 2 10000.00 –
II) Rupee term Loans
From Financial Institution
- Export Import Bank of India 2 5304.17 6327.78
From Banks
- State Bank of India 2 and 3 5996.00 2432.00
- The Honkong & Shanghai Banking Corporation Limited 4 9437.50 4562.50
III) Foreign Currency Loans
From Banks
- The Honkong & Shanghai Banking Corporation Limited - PCFC – 599.16
- ICICI Bank Limited - External Commercial Borrowing 2 1929.38 2005.50
IV) Working Capital Loans From Banks 5 8233.70 12494.80
V) Loans under Vehicle Finance Scheme
From Banks 6 449.07 293.05
From Others 6 136.43 7.13
VI) Interest accrued and due 37.56 21.04
41523.81 28742.96
Notes:
1) 12.75% Secured Non Convertible Debentures amounting to Rs 100 crores, privately placed (alloted on 22.12.2008) are due for

Hindusthan National Glass & Industries Limited | 57


Schedules forming part of the Accounts
redemption at par in three equal installments at the end of 5th, 6th and 7th year from the date of allotment with put/call option at par
at the end of 3rd year from the date of allotment.
2) The loans/debentures are secured by first charge ranking pari-passu with other first charges created on all immovable properties by way
of equitable mortgage and hypothecation of all moveable properties both present and future of Rishra, Bahadurgarh and Neemrana
Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.
3) These loans are also collaterally secured by second charge on Current Assets of the said plants.
4) The loans are secured by first charge ranking pari-passu with other first charges created and/or to be created on all immovable properties
by way of equitable mortgage and hypothecation of all moveable properties both present and future of Rishikesh, Pondicherry and
Nashik Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.
5) This is secured by hypothecation of inventories (both present and future) and book debts and second charge on all immovables, moveable
properties including land and building in favour of consortium bankers led by State Bank of India.
6) These are secured by hypothecation of the vehicles financed in favour of respective lenders.

(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 – E FIXED ASSETS


GROSS BLOCK DEPRECIATION NET BLOCK
Particulars Book Value at Additions Deductions/ Book Value at Upto For the Deductions/ Upto As on As on
01.04.2008 Adjustments 31.03.2009 01.04.2008 Year Adjustments 31.03.2009 31.03.2009 31.03.2008
Land 12222.72 28.03 – 12250.75 – – – – 12250.75 12222.72
Leasehold Land 2009.07 39.29 – 2048.36 5.60 13.03 – 18.63 2029.73 2003.47
Buildings 13372.09 335.36 (49.77) 13757.22 2459.09 426.07 – 2885.16 10872.06 10913.00
Leasehold Building 9.18 – – 9.18 0.18 0.16 – 0.34 8.84 9.00
Plant and Machinery 96038.73 13122.23 2102.97 107057.99 37753.26 7000.44 1359.38 43394.32 63663.67 58285.47
Furniture and Fixtures 349.01 40.32 82.79 306.54 149.38 17.63 3.62 163.39 143.15 199.63
Office and Other
Equipments 375.47 50.66 11.09 415.04 194.07 41.22 11.10 224.19 190.85 181.40
Vehicles 1287.34 572.98 145.70 1714.62 436.03 166.73 104.30 498.46 1216.16 851.31
Computer Software 82.59 257.14 – 339.73 33.81 32.79 – 66.60 273.13 48.78
Total 125746.20 14446.01 2292.78 137899.43 41031.42 7698.07 1478.40 47251.09 90648.34 84714.78
Previous Year 106960.85 20659.67 1874.32 125746.20 35328.45 7293.96 1590.99 41031.42 84714.78

58 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
(Rs in lacs)
Face Value (Rs.) Nos. 31.03.2009 31.03.2008
Schedule – F INVESTMENTS
A) Long Term
Trade
Fully Paid-up Equity Shares
Unquoted
Capexil Agencies Ltd. 1000 5 0.05 0.05
Ceramic Decorators Ltd. 10 7 – -
Associate
HNG Float Glass Ltd. 10 42010000 4201.00 4201.00
Other Than Trade
Unquoted
Units of CAN FMP 13M-SRI (Close ended) – 1000.00
Fully Paid-up Equity Shares
The Calcutta Stock Exchange Association Ltd. 1 8364 167.28 167.28
Beneficial Interest in Shares held in HNG Trust 7.55 7.55
Beneficial Interest in Shares held in Ace Trust 6009.35 6009.35
In Subsidiary Companies
Glass Equipment (I) Ltd. 100 26400 55.82 55.82
Quality Minerals Ltd. 100 9384 9.38 9.38
Government Securities
Unquoted
Deposited with Government Authorities *
a) 12 Years National Savings Certificate 0.01 0.01
b) 7 Years National Savings Certificate 0.01 0.01
c) 6 Years National Savings Certificate 6.49 6.49
B) Current
Other Than Trade
Quoted
Kajaria Ceramics Ltd. 2 5470 1.52 1.56
Total 10458.46 11458.50
* Rs 0.42 lacs since matured but not encashed
Aggregate book value of Unquoted Investments 10456.94 11456.94
Aggregate book value of Quoted Investments 1.52 1.56
Aggregate market value of Quoted Investments 1.52 1.56

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 – H SUNDRY DEBTORS


(Unsecured, considered good unless otherwise stated)
Debts due for a period exceeding six months
Considered good 2733.33 939.30
Considered doubtful 863.04 991.53
3596.37 1930.83
Less: Provision for doubtful debts 863.04 991.53
2733.33 939.30
Other Debts 19985.66 15510.33
22718.99 16449.63

Hindusthan National Glass & Industries Limited | 59


Schedules forming part of the Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – I CASH AND BANK BALANCES
Cash Balance on hand 29.51 29.19
Cheques in hand 253.89 1078.26
Balances With Scheduled Banks
in Current Accounts 834.96 513.85
in Margin Money Accounts* – 40.03
in Fixed Deposit Accounts* 21.61 17.65
*(Receipts pledged with the banks and Government authorities for Rs 21.61 lacs, Previous year Rs 57.18 lacs)
1139.97 1678.98

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS


(Unsecured and Considered good)
Loans
To Bodies Corporate 3049.50 4724.00
Advances recoverable in cash or in kind or for value to be received 2366.80 2059.23
(Net of doubtful advances Rs 238.02 Lacs Previous year Rs 240.65 Lacs)
Share Application Money 3500.00 –
VAT Credit (Inputs) Account 593.85 613.24
Advance Income Tax 4390.01 2866.40
Tax Deducted at Source 364.10 175.80
Advance Fringe Benefit Tax 79.41 37.66
MAT Credit Entitlement 1722.57 1367.57
Deposits and balances with Government Authorities and Other Departments 2894.55 1581.33
Other Deposits 15.08 132.37
18975.87 13557.60
Other Current Assets
Interest accrued on Investments 2.35 1.79
Interest Receivable 352.70 85.35
Fixed Assets held for disposal (at lower of net book value or estimated net realisable value) 22.17 10.24
19353.09 13654.98

Schedule – K CURRENT LIABILITIES


Sundry Creditors
Dues to Micro, Small and Medium Enterprises 68.34 55.68
Others 15546.68 13174.26
Subsidiary Companies 842.63 715.29
Interest accrued but not due on Loans 454.64 104.25
Commission to Directors 139.09 118.40
Other Liabilities 2830.46 689.77
Unclaimed dividend * 0.32 0.02
* This is not due for payment to Investor Education & Protection Fund.
19882.16 14857.67

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

60 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – M SALES
Finished Goods 143727.31 113962.18
General Merchandise Sale 76.95 163.03
Others 55.37 708.69
143859.63 114833.90
Less: Excise Duty 12756.04 12704.21
131103.59 102129.69

Schedule – N OTHER INCOME


Dividends On Long Term Investments - other than trade 166.71 0.26
Dividends On Current Investments - other than trade – 0.01
Interest on
- Loan 428.47 41.95
- Deposits 48.60 18.88
- Investments 0.62 0.07
- Others 2.21 0.21
- Tax Refunds 17.32 –
Rent 39.93 34.38
Hire charges 17.20 40.54
Insurance Claims 9.62 1.98
Miscellaneous Receipts 789.64 475.15
Liabilities/ provisions no longer required written back 514.97 95.92
Profit on Assets Sold/Discarded 15.68 15.10
Profit on sale of Current Investments - other than trade 119.10 8.15
Income from Derivatives – 71.29
Foreign Exchange Fluctuation (Net) – 310.07
2170.07 1113.96

Schedule – O INCREASE / (DECREASE) IN STOCK


Closing Stock
Finished Goods 6990.08 5736.73
Work-in-Process 302.15 409.76
7292.23 6146.49
Less :
Opening Stock
Finished Goods 5736.73 4596.97
Add: Vested pursuant to Scheme of Amalgamation 1648.06 6245.03
Work-in-Process 409.76 272.60
Add: Vested pursuant to Scheme of Amalgamation 53.72 326.32
6146.49 6571.35
Increase / (Decrease) 1145.74 (424.86)

Schedule – P MATERIALS
Raw Materials Consumed 39252.14 29059.45
Purchase of Trading Material 56.97 192.16
39309.11 29251.61

Hindusthan National Glass & Industries Limited | 61


Schedules forming part of the Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – Q MANUFACTURING AND OTHER EXPENSES
Stores and Spare Parts Consumed 7802.50 5767.83
Power and Fuel 36840.99 27187.58
Packing Material Consumed and Packing Charges 9123.08 7605.62
Salaries, Wages and Bonus 5478.70 4270.50
Contribution to Provident and other Funds 740.82 722.79
Workmen and Staff Welfare Expenses 370.79 420.24
Rent 93.43 95.43
Rates and Taxes 43.21 57.83
Repair and Maintenance :
Buildings 186.95 132.87
Plant and Machinery 927.70 1104.51
Others 238.18 209.78
Freight outwards, transport and other selling expenses 1232.83 1003.38
(Net of Realisation Rs 1214.21 lacs, Previous Year Rs 983.56 lacs)
Commission on Sales 140.78 116.10
Insurance 151.95 147.45
Charity and Donation 40.93 31.00
Bad Debts/Advances written off 265.23 185.81
Less: Provision for Doubtful Debts / advances written back 265.16 0.07 195.92 (10.11)
Provision for Doubtful Debtors/Advances 205.47 249.36
Excise Duty on Stock (179.91) (28.13)
Directors' Remuneration 298.85 244.99
Provision For Loss on Derivative Transaction 1833.05 313.94
Loss on sale/discard of fixed assets 149.38 76.55
Provision for Diminution in value of Current Investments 0.04 0.17
Foreign Exchange Fluctuation (net) 2326.33 –
Miscellaneous Expenses 3473.02 2380.39
71519.14 52100.07

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

62 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
1. Significant Accounting Policies
a. Accounting Convention
The accounts, except in respect of certain Fixed Assets, which are stated at fair value or revalued amounts, have been prepared on the
basis of the historical cost and on the accounting principles of a going concern. The accounts have been prepared in accordance with
the provisions of the Companies Act, 1956 and Accounting Standards as notified vide Companies (Accounting Standards) Rules, 2006.

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.

d. Depreciation and Amortisation


Tangible Assets
i. Depreciation except otherwise stated has been provided at the rates specified under Schedule XIV to the Companies Act, 1956
on assets installed/acquired up to March 31, 1990 on written down value method and in respect of additions thereafter on
straight line method.
ii. Certain Plant and Machinery have been considered as continuous process plant as defined under Schedule XIV to the Companies
Act, 1956 on the basis of technical evaluation.
iii. Depreciation on increase in value of Fixed Assets due to revaluation is provided on the basis of remaining useful life as estimated
by the valuer on the straight line method and is transferred from Revaluation Reserve to Profit and Loss Account.
iv. Depreciation on incremental cost arising on account of exchange difference is amortised over the remaining life of the assets.
v. Second hand machines are depreciated based on their useful lives as estimated by independent technical experts.

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.

h. Foreign Exchange Transactions and Derivatives


Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign currency
monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon and also on the

Hindusthan National Glass & Industries Limited | 63


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
exchange differences on settlement of the foreign currency transaction during the year are recognised as income or expenses in the
Profit and Loss Account.

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.

j. CENVAT / Value Added Tax (VAT) Credit


Cenvat / VAT credit whenever availed on Fixed Assets is set off with the cost of the assets. Other Cenvat / VAT credit wherever availed
is adjusted with the cost of purchases of Raw Material or Stores as the case may be.

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.

l. Research and Development


Revenue Expenditure on Research and Development is charged to the Profit and Loss Account in the year in which it is incurred.

m. Subsidies and Grants


Cash Subsidy related to Fixed Assets to the extent received is adjusted to the cost of respective fixed assets. Subsidy related to the
total investment in the project is treated as Capital Reserve. Other Government grants including incentives etc. are credited to Profit
and Loss Account or deducted from the related expenses.

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

64 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
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.

q. Provision, Contingent Liabilities and Contingent Assets


Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result
of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor disclosed
in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.

NOTES ON ACCOUNTS (Rs in lacs)


2008-09 2007-08
2) Contingent liabilities not provided for
a) Outstanding Bank Guarantees / Letter of Credit 6410.93 1384.86
b) Income Tax matter in respect of erstwhile AGCL under dispute Nil 3.41
c) Sales Tax matter under appeals 216.88 214.25
d) Excise Duty and Octroi demand issued against which the Company has preferred appeals
and which in the opinion of the management are not tenable. 1639.10 1703.25
e) Cases pending with labour courts (to the extent ascertainable) 544.44 549.59
f) Claim for increased price of land acquired at Bahadurgarh by the then Punjab Government
and given to the Company against which the claimants have preferred an appeal in the
Supreme Court against the order of the High Court. 0.30 0.30
g) Amount of duty against Export Obligation in respect of exemption availed against
Advance License Scheme. 19.19 4.32
h) Other Claims against the Company not acknowledged as debt. 105.91 26.10
i) Counter Guarantee furnished to Government and other authorities on behalf of Glass
Equipment (India) Ltd. (Subsidiary Company) – 381.00
Notes :
On the basis of current status of individual cases and as per the legal advice obtained,
wherever applicable the management is of the view that no provision is required in respect
of these cases. Further Cash outflow in respect of item no. b) to h) as mentioned above
is dependent upon outcome of final judgment/decision.
3) In respect of Neemrana Plant a notice has been received from Civil Court filed by the Nil Nil
creditors of Haryana Sheet Glass Limited demanding their outstanding payments and
stating that plant can not be transferred unless their dues are paid. However, the
matter is under dispute/litigation.
4) Capital commitments (Net of advance of Rs 1319.85 lacs previous year Rs 356.46 lacs) 10431.39 1212.88
5) Capital work in progress includes pre-operative expenses pending allocation.
a) Salary and Wages Nil 23.99
b) Power and Fuel 11.24 23.02
c) Miscellaneous expenses 150.80 31.21
d) Interest on Term Loan 180.16 239.25
Add: Brought Forward from previous year 413.97 163.97
Less: Capitalised 756.17 67.47
Total Carried Forward Nil 413.97
Capital work in progress includes Rs 714.75 Lacs on account of advances and
Rs 5804.27 lacs on account of equipments/materials procured.

Hindusthan National Glass & Industries Limited | 65


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
6) Fixed Assets at Nashik Plant are 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

(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

8) Miscellaneous Expenses include


2008-09 2007-08
a) Payment to Statutory Auditors:*
i) Audit Fees 5.00 9.00
ii) Tax Audit Fees 1.50 1.50
iii) Management Services and Certification work 5.04 2.00
iv) Reimbursement of Expenses 0.40 2.48
b) Payment to Branch Auditors*
i) Audit Fees 4.00 Nil
ii) Management Services and Certification work 2.31 Nil
iii) Reimbursement of Expenses 2.99 Nil
* excluding Service Tax
c) Directors Travelling Expenses 30.15 33.47

2008-09 2007-08
9) Sundry Creditor include acceptances 4388.48 392.14

66 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
10) Earning per share (Rs in lacs)
2008-09 2007-08
Profit after Tax (Rs in lacs) 10774.62 16033.89
Number of shares outstanding 17467713 17467713
Earning per share (Basic) (Rs.) 61.68 91.79

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)

12) Directors' Remuneration include:


2008-09 2007-08
i) Salaries 139.23 110.40
ii) Contribution to Provident and Other Funds 16.23 13.25
iii) Other Perquisites 4.31 2.94
iv) Commission 139.09 118.40

13) Financial and Derivative Instruments:


a) The Company had entered into certain derivative transactions, the cash flows arising therefrom being recognised in the books of
account as and when the settlements took place in accordance with the terms of the respective contracts over the tenure thereof.
However, in pursuance of announcement dated March 29, 2008 of “The Institute of Chartered Accountants of India” on “Accounting
for derivatives” and as a matter of prudence:
i) mark to market loss on account of derivative transaction as on March 31, 2009 estimated to be Rs 510.46 lacs out of which
Rs 313.94 lacs has been provided in previous year and balance has been accounted during current year.
ii) in respect of another derivative contract in respect of which the claim raised was at Rs 404.18 lacs as on March 31, 2008 has
ceased to exist on November 19, 2008 and Knock Out intimation has since been received during the year. The Claim raised on
the Company interalia including on account of daily range accrual as on March 31, 2009 estimated to be Rs 1636.53 lacs
including interest has been provided for during the year.
The matters are subjudice and the Company has been legally advised that these contracts are void ab- initio.

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

Hindusthan National Glass & Industries Limited | 67


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
(Rs in lacs)
2008-09 2007-08
14) a) Electricity duty waiver benefit under State Incentive Schemes and subsidy received 108.76 81.78
under State Incentive has been credited to Power and Fuel Account.
b) Interest subsidy towards Interest on Term Loan receivable under State Investment 75.21 –
Promotion Policy has been adjusted with Interest on Term Loan paid.
c) Amount included in VAT Credit Inputs Account shown under Loans and Advances can be 515.23 411.40
utilised only after repayment of corresponding amount of Sales Tax Deferred Loan. The
balance amount of Rs 78.62 lacs (Previous year Rs 201.84 lacs) is available for utilisation.

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.

68 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
18) Disclosure pursuant to Clause 32 of Listing Agreement
(Rs in lacs)
Outstanding as Maximum
on 31.03.2009 balance
Outstanding
during the year
1) No interest or interest below the rates specified in Section 372A of Companies Act, 1956* 19.76 40.09
2) Repayment beyond seven years or no repayment schedule NIL NIL
3) Repayment on Demand 19.76 40.09
4) Loan to Associates NIL NIL
5) Investment by Associates NIL NIL

* 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:

Employer’s Contribution to Provident Fund 205.68


Employer’s Contribution to Pension Fund 235.76
Employer’s Contribution to Superannuation Fund 16.29

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

Hindusthan National Glass & Industries Limited | 69


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
II. Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows:
(Rs in lacs)
Gratuity
(Funded)
Fair value of plan assets at the beginning of the year 597.37
Expected return on plan assets 47.79
Actuarial Gain / (Loss) (34.53)
Employer contribution 40.82
Benefits paid 59.21
Fair value of plan assets at the end of the year 592.24

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

IV. Balance Sheet Reconciliation


Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Opening Net Liability 21.92 726.88 198.01
Expenses as above 152.93 26.59 72.68
Employers Contribution 40.82 35.86 24.51
Amount Recognised in Balance Sheet 726.27 717.61 246.17

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.

70 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
21) The Company’s exclusive business is manufacturing and selling of Container Glass and as such in the opinion of the management this
is the 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 130992.67 109628.28
Overseas Market 12734.64 4333.90
Total 143727.31 113962.18

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:

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

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)

Hindusthan National Glass & Industries Limited | 71


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
D) Enterprises over which any person described in [C (i) to (iv)] above is able to exercise significant influence and with whom
the Company has transactions during the year.
i) AMCL Machinery Limited
ii) Ceramic Decorators Limited
iii) Microwave Merchants Private Limited
iv) Mould Equipment
v) Noble Enclave and Towers Private Limited
vi) Somany Foam Limited
vii) Topaz Commerce Limited

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

72 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
The aggregate amount of transactions with the related parties as mentioned in (D) above is as given hereunder: (Rs in lacs)
2008-09 2007-08
Sale of Goods
Somany Foam Ltd. 3.21 Nil
Purchase of Goods
Mould Equipment 11.70 23.98
Somany Foam Ltd. 2.86 1.61
Sale of Fixed Assets
Somany Foam Ltd. 0.42 1.05
Purchase of Fixed Assets
Somany Foam Ltd. Nil 1.33
Receiving of Services
Ceramic Decorators Ltd. 112.21 89.08
Mould Equipment 152.93 212.06
Rent Received
Mould Equipment 27.97 13.20
Interest Received
Microwave Merchants Pvt. Ltd. 36.48 7.67
Noble Enclave & Towers Ltd. 154.81 14.14
Topaz Commerce Ltd. 209.17 15.48
Recovery of Expenses
AMCL Machinery Ltd. 4.04 Nil
Interest Paid
Ceramic Decorators Ltd. 10.67 9.84
AMCL Machinery Ltd. 28.19 Nil
Loan Taken
Ceramic Decorators Ltd. 1.70 64.00
AMCL Machinery Ltd. 1500.00 Nil
Loan Given
Microwave Merchants Pvt. Ltd. Nil 900.00
Noble Enclave & Towers Ltd. Nil 1800.00
Topaz Commerce Ltd. Nil 1800.00
Loan Repaid
Ceramic Decorators Ltd. 18.90 Nil
AMCL Machinery Ltd. 1500.00 Nil
Receivables
Somany Foam Ltd. 0.56 0.04
Loans (including interest accrued net of recovery)
Microwave Merchants Pvt. Ltd.* 266.22 905.93
Noble Enclave & Towers Ltd.* 1140.73 1810.93
Topaz Commerce Ltd.* 1728.27 1811.98
Payables
Ceramic Decorators Ltd. 2.97 77.36
Mould Equipment 6.50 6.30

* 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.

Hindusthan National Glass & Industries Limited | 73


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
29) Units of Bonds & Mutual Funds purchased and redeemed / sold during the year (Face value of Rs 10 each, except otherwise stated)
(Rs in lacs)
2008-09 2007-08
Sl. No. Name of Fund No. of Units Cost No. of Units Cost
a) Sardar Sarovar Narmada Nigam Ltd. – DDB 2014 Nil Nil 69 34.55
b) Prudential ICICI Liquid Fund Nil Nil 9931 1.74
c) Birla Cash Plus Fund Nil Nil 1437485 300.00
d) ING Vyasya Liquid Fund Nil Nil 4186735 500.00
e) Birla Sun Life Cash Morgan Fund Nil Nil 10687377 1900.00
f) HDFC Liquid Fund Nil Nil 6700893 1025.74
g) UTI Liquid Cash Plan Nil Nil 49848 625.00
h) HDFC Floating Rate Income Fund Nil Nil 7602172 1099.26
i) Kotak Floater Short Term Plan Nil Nil 2397372 300.00
Total Nil Nil 33071882 5786.29

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

74 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
32) Details of Products Manufactured, Turnover, Stock, Raw Material Consumed etc.
a) Capacities and Actual Production:
2008-09 2007-08
Installed Actual Installed Actual
Capacity Production Capacity Production
I. Glass Plants
a) Glass Bottles and Vials 927669 767971 849525 691359
b) Pressed Tumblers 5000 – 5000 –
Notes:
1. Installed Capacity and Actual Production has been given in MT.
2. Licensed Capacity is not given as licensing has been abolished vide Press Note No.9 dated August 2, 1991 and Notification No.
S.O.477 (E) dated July 25, 1991 issued by Government of India, Ministry of Industry and Department of Industrial Development. The
installed capacity is as certified by the management.

b) Finished Goods Stocks and Sales:


(Rs in lacs)
SALES* STOCKS
2008-09 2007-08 2008-09 2007-08
Unit Qty. Value Qty. Value Qty. Value Qty. Value
Bottles MT 765459 143725.62 695820 113961.15 46797 6990.08 44285 5735.68
Tumblers MT 19 1.69 10 1.03 – – 19 1.05
Others #
(Job Works) 132.32 871.72 – –
Total 143859.63 114833.90 6990.08 5736.73

* Sales includes breakages of bottles


# Others include General Merchandise Sale amounting to Rs 76.95 lacs (Previous Year Rs 163.03 lacs) and sale of services Rs 55.37
lacs. (Previous year Rs 708.69 lacs)

c) Details of Purchases and Sales of General Merchandise:


2008-09
Opening Stock Purchase Sales Closing Stock
Description Unit Qty. Value Qty. Value Qty. Value Qty. Value
LUG Cap ‘000 pcs – – 179 – 179 1.16 – –
Glass Bottle MT – – 969 56.97 969 75.79 – –
Float Glass Sq. mt. 12020.50 44.16 – – 12020.50 55.37 – –
Total 44.16 56.97 132.32 –

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

Hindusthan National Glass & Industries Limited | 75


Schedules forming part of the Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
d) i) Raw Materials Consumed * (Rs in lacs)
2008-09 2007-08
Item Unit Quantity Value Quantity Value
Silica Sand MT 348388 4998.83 316354 4131.34
Soda Ash MT 155257 18315.31 109442 12903.40
Cullet MT 281086 11182.35 232458 8049.13
Others MT 4637.33 3914.85
Total 39133.82 28998.72

* 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

f) Expenditure in Foreign Currency


2008-09 2007-08
Travelling Expenses 27.41 29.07
Selling Commission 62.22 46.85
Finance Charges 153.54 164.83
Repairs 47.36 6.47
Professional / Technical Fees 94.27 24.96
Others 0.04 0.06

g) Earnings in Foreign Currency


2008-09 2007-08
F.O.B. Value of Exports 5772.77 4032.46

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.

As per our report of even date


For Lodha & Co. Mukul Somany Sanjay Somany
Chartered Accountants Jt. Managing Director Managing Director

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

76 | Hindusthan National Glass & Industries Limited


Balance Sheet Abstract
Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and the Company’s General Business Profile
I. Registration Details
Registration No. 2 1 - 1 3 2 9 4 State Code 2 1
CIN No. L26109WB1946PLC013294
Balance Sheet Date 3 1 0 3 2 0 0 9
II. Capital Raised during the year (amount in Rs ’000)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
III. Position of Mobilisation and Deployment of Funds (amount in Rs ’000)
Total Liabilities Total Assets
1 7 4 1 0 0 7 1 1 7 4 1 0 0 7 1
Sources of Funds Reserves and Surplus
Paid–up Capital
9 1 7 7 1 2 6
1 7 4 6 7 7
Unsecured Loans
Secured Loans
4 1 5 2 3 8 1 9 2 1 0 6 5

Deferred Tax Liabilities


4 1 7 6 7 1
Application of Funds
Net Fixed Assets Investments
9 8 8 5 1 7 3 1 0 4 5 8 4 6
Net Current Assets Miscellaneous Expenditure
3 9 1 1 9 0 1 N I L
Accumulated Loss
N I L
IV. Performance of the Company (amount in Rs ’000)
Net Income Total Expenditure
1 3 4 4 1 9 4 0 1 2 2 6 4 7 6 5
Profit / Loss Before Tax Profit / Loss After Tax
1 1 7 7 1 7 5 1 0 7 7 4 6 2
Earnings per Share in Rs Dividend %
6 1 . 6 8 5 0 . 0 0
V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)
Item Code No. (ITC code) Product descriptions
7 0 1 0 9 0 - 0 1 G L A S S B O T T L E S
Item Code No. (ITC code) Product descriptions
7 0 1 3 0 0 - 0 0 G L A S S W A R E

Mukul Somany Sanjay Somany


Jt. Managing Director Managing Director

Kolkata Priya Ranjan Nirmal Khanna


June 20, 2009 Company Secretary Sr. Vice President and
Chief Financial Officer

Hindusthan National Glass & Industries Limited | 77


Statement Regarding Subsidiary Companies Pursuant to Section 212 of Companies Act, 1956
1. Name of the Subsidiary Company Glass Equipment (India) Ltd. Quality Minerals Ltd.
2. The Financial Year of the Subsidiary Company. Year ended on March 31, 2009 Year ended on March 31, 2009
3. Holding Company’s interest Entire Subscribed Capital comprising 9,384 Equity Shares of Rs 100/- each
of 26,400 Equity Shares of Rs 100/- each. out of the Subscribed and Paid Up
Capital of 9,410 Equity Shares of
Rs 100/-each.
4 Extent of holding 100.00% 99.73%
5 Net Profit of the Subsidiary Rs 2,48,65,016/- Rs 21,04,094/-
6 For the financial year of the Subsidiary
A] Profits/(Losses) so far as it concerns the Rs 2,48,65,016/- Rs 20,98,203/-
members of the Holding Company and not
dealt with in the Holding Company’s accounts.
B] Profits/(Losses) so far as it concerns the Rs 26,40,000/- Nil
members of the Holding Company and dealt
with in the Holding Company’s accounts.
7 For previous financial years since it become
a Subsidiary.
A] Profits/(Losses) so far as it concerns the Rs 13,45,14,566/- Rs 1,23,69,899/-
members of the Holding Company and not
dealt with in the Holding Company’s accounts.
B] Profits/(Losses) so far as it concerns the Rs 76,14,263/- Nil
members of the Holding Company and dealt
with in the Holding Company’s accounts.

Mukul Somany Sanjay Somany


Jt. Managing Director Managing Director

Priya Ranjan Nirmal Khanna


Kolkata Company Secretary Sr. Vice President and
June 20, 2009 Chief Financial Officer

78 | Hindusthan National Glass & Industries Limited


GLASS EQUIPMENT (INDIA) LIMITED

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.

Financial Highlights (Amount in Rupees)


Year ended 31.03.2009 Year ended 31.03.2008
Gross Sales (Including Excise Duty) 28,92,70,494 20,41,14,416
Profit Before Interest, Depreciation and Tax 5,32,46,621 3,41,35,624
Interest and Finance Charges 31,49,791 25,02,550
Profit Before Depreciation and Tax 5,00,96,830 3,16,33,074
Depreciation 75,11,057 84,10,910
Profit Before Tax 4,25,85,773 2,32,22,164
Provision for Current Tax 1,51,70,000 93,20,000
Provision for Fringe Benefit Tax 1,64,500 1,29,000
Provision for Deferred Tax (7,02,411) (19,71,808)
Profit After Tax 2,79,53,684 1,57,44,972
Balance brought forward from previous year 44,88,829 68,32,525
Amount available for appropriation 3,24,42,513 2,25,77,497
Appropriation
General Reserve 2,00,00,000 1,50,00,000
Proposed dividend 26,40,000 26,40,000
Tax on dividend 4,48,668 2,30,88,668 4,48,668 1,80,88,668
Balance carried forward to next year 93,53,845 44,88,829

Working Review Auditors’ Report


The Net Sales of the Company was higher at Rs 2599.25 Lacs as The Notes on Accounts, as referred to in the Auditors Report are
against Rs 1790.93 Lacs in the previous year. Your Directors are self explanatory and, therefore, do not call for any further
optimistic about current year’s performance. comments.

Dividend Particulars of Employees


Your Board of Directors recommend payment of Dividend @ Statement of particulars of employees pursuant to section 217(2A)
Rs 100/- per share on 26,400 Equity Shares of Rs 100/- each for the of the Companies Act, 1956, read with Companies (Particulars of
Financial Year 2008-2009. Employees) Rules, 1975 and forming part of Directors’ Report for the
year ended March 31, 2009 is given in the Annexure to the Report.
Directors
Shri Bharat Somany, Shri D.D. Taparia and Shri B.K. Kedia have been Industrial Relations
appointed as additional Director of the Company with effect from Industrial relations within the Company remained cordial.
December 13, 2008, April 16, 2009 and April 16, 2009 respectively.
Particulars required under section 217(1) (e) of the Companies
Shri J.P. Kasera and Smt. Jaya Kanoria retire by rotation and being Act, 1956: -
eligible, offer themselves for re-appointment. A. Conservation of Energy: -
Compliance Certificate a) Energy conservation measures taken: -
In accordance with Section 383A of the Companies Act, 1956, and The Company continues to give high priority to energy
Companies (Compliance Certificate) Rules, 2001, the Company has conservation.
obtained a certificate from a Secretary in whole time practice The following significant measures have been taken: -
confirming that the Company has complied with all the provisions i) Periodical and preventive maintenance of electrical
of the Companies Act, 1956 and a copy of such certificate is equipment to ensure optimum utilisation of electric
annexed to this Report. energy.

Auditors ii) Phased balancing of machines and lighting load.


The Auditors Messers Krishan Somani & Associates, Chartered iii) Maintaining the power factor by installing the required
Accountants, retire at the ensuing Annual General Meeting and are capacitors.
eligible for re-appointment.

Glass Equipment (India) Limited | 79


Director’s Report
b) Additional Investments and proposals: - C. Foreign Exchange Earnings And Outgo:-
Further energy conservation is planned through replacement The information on foreign exchange and outgo is contained in
of inefficient equipment and by providing automatic Schedule S(16) (D, E, F & G)
controls to reduce idle running of equipment.
Directors’ Responsibility Statement Pursuant to Section
c) Impact of measures at (a) and (b) for reduction of energy 217(2AA) of the Companies Act, 1956.
consumption and consequent impact on cost of production Your Directors hereby confirm :-
of goods:- that the financial statements are prepared in conformity with
The energy conservation measures have a nominal the accounting standards issued by the Institute of Chartered
favourable impact on the cost of the products. Accountants of India and the requirements of the Companies
d) Total energy consumption and energy consumption per unit Act, 1956, to the extent applicable to the Company, on the
of production as per “Form-A”:- historical cost convention, as a going concern and on the accrual
Not given, as the Company is not covered under the list of basis. There are no material departure from prescribed
specified industries. accounting standards in the adoption of the accounting
standards.
B. Technical Absorption:-
that the directors had selected such accounting policies and
a) Research and Development (R&D):-
applied them consistently and made judgements and estimates
The Company is working on development of Import
that are reasonable and prudent so as to give a true and fair
substitution. The productivity norms and quality of
view of the state of affairs of the Company at the end of the
components are constantly being monitored for
financial year and of the profit of the Company for that year;
improvement.
that the directors had taken proper and sufficient care for the
b) Technology Absorption, Adaptation & Innovation:-
maintenance of adequate accounting records in accordance
The Company has not imported technology during the last
with the provisions of this Act for safeguarding the assets of the
5 years. The Company is constantly engaged in in-house
Company and for preventing and detecting fraud and other
development activities.
irregularities.
For and on behalf of the Board

Bahadurgarh C. K. Somany
May 23, 2009 (Chairman)

Annexure to the Directors’ Report


Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 and forming part of the Directors’ Report for the Company’s financial year ending March 31, 2009 :-

a) Employees, who are employed throughout the financial year :-

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.

80 | Glass Equipment (India) Limited


Compliance Certificate
Registration No. of the Company : 21-65595
Nominal Capital . Rs 40,00,000/-

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.

Glass Equipment (India) Limited | 81


23. The Company has not invited/accepted any deposits during the Memorandum with respect to name of the Company during the
financial year except some temporary amount borrowed during year under scrutiny.
the year which has been repaid within the year. 29. The Company has not altered the provisions of the
24. The amount borrowed by the Company from directors, Memorandum with respect to share capital during the year
members, public, financial institutions, Banks or other during under scrutiny.
the financial year ended March 31, 2009 are within the limits 30. The Company has not altered its Articles of Association during
prescribed under Section 293(1)(d) of the Act have been passed the financial year.
in duly convened Annual General Meeting held on September
31. I have been informed by the management that there was no
23, 1996.
prosecution initiated against or show cause notice received by
25. The Company has made loans and investments and given the Company and no fines or penalties or any other punishment
guarantees to other bodies corporate in compliance with the was imposed on the Company during the financial year, for the
provisions of the Act and has made necessary entries in the offences under the Act.
register kept for the purpose.
32. The Company has not received any money as security from its
26. The Company has not altered the provisions of the employees during the financial year.
Memorandum with respect of situation of the Company’s
33. The Company has generally deposited both employees’ and
registered office from one state to another during the year under
employer’s contribution to Provident Fund generally in time with
scrutiny.
prescribed authorities pursuant to Section 418 of the Act.
27. The Company has not altered the provisions of the
Memorandum with respect to the objects of the Company Signature
during the financial year under scrutiny. Babu Lal Patni
Kolkata Company Secretary
28. The Company has not altered the provisions of the
May 23, 2009 C.P.No : 1321

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

82 | Glass Equipment (India) Limited


Auditors’ Report

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.

a) We have obtained all the information and explanations,


which to the best of our knowledge and belief were
For Krishan Somani & Associates
necessary for the purpose of our audit.
Chartered Accountants,
b) In our opinion, proper books of accounts as required by law,
have been kept by the Company so far as appears from our
examination of such books.
Delhi (Krishan Somani)
c) The Balance Sheet and Profit & Loss Account dealt with by May 23, 2009 Proprietor
this report are in agreement with the books of account. Membership No : 089879

Glass Equipment (India) Limited | 83


Annexure to the Auditors’ Report

(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.

84 | Glass Equipment (India) Limited


9. a) Based on the audit procedures applied by us and according Company and timely entries have been made therein. The
to the information and explanations provided by the investments made by the Company are held in its own name
management, the Company is generally regular in except to the extent of the exemption under Section 49 of the
depositing the statutory dues including Provident Fund, Act.
Investor Education and Protection Fund, Employees State
15. According to the information and explanations given to us and
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,
in our opinion, the terms and conditions of the guarantees given
Custom Duty, Excise Duty, Cess and other statutory dues
by the Company for loans taken by others from banks or
with the appropriate authorities.
financial institutions are prima facie not prejudicial to the
b) According to the information and explanations given to us, interest of the Company
there are no undisputed amounts payable in respect of
16. The Company has not obtained any term loans during the year.
Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service
Tax, Excise Duty and Cess outstanding as at the year end, 17. On the basis of an overall examination of the balance sheet and
for a period of more than six months from the date they the information and explanations given to us, we report that
become payable. the Company has not utilised any funds raised on short term
basis for long term investments and vice-versa.
c) According to the information and explanations given to us,
there are no dues of Sales Tax, Income Tax, Custom Duty, 18. The Company has not made any preferential allotment of shares
Wealth Tax, Service Tax, Excise Duty or Cess outstanding on to parties or companies covered under Section 301 of the
account of any dispute. Companies Act during the year.

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

Glass Equipment (India) Limited | 85


Balance Sheet As at March 31, 2009
(Amount in Rupees)
Schedules 31.03.2009 31.03.2008
SOURCES OF FUNDS
Shareholders' Funds
Share Capital A 26,40,000 26,40,000
Reserves and Surplus B 20,89,54,502 19,21,24,582
21,15,94,502 19,47,64,582
Loan Funds
Secured Loans C 2,80,41,971 2,14,74,337
Unsecured Loans D 65,00,000 65,00,000
3,45,41,971 2,79,74,337
Deferred Tax Liabilities (Net) 30,17,378 37,19,789
Total 24,91,53,851 22,64,58,708
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 20,74,32,106 20,30,95,292
Less: Depreciation 13,23,32,156 11,65,79,286
Net Block 7,50,99,950 8,65,16,006
Capital Work-in-Progress – 10,40,000
Investments F 27,269 –
Current Assets, Loans and Advances
Current Assets
Inventories G 12,80,37,192 9,93,48,598
Sundry Debtors H 7,82,77,744 6,65,22,013
Cash and Bank Balances I 14,24,972 10,50,047
Loans and Advances and Other Current Assets J 5,35,35,329 3,64,00,720
26,12,75,237 20,33,21,378
Less
Current Liabilities and Provisions
Current Liabilities K 3,44,00,253 2,26,32,736
Provisions L 5,28,48,352 4,17,85,940
8,72,48,605 6,44,18,676
Net Current Assets 17,40,26,632 13,89,02,702
Total 24,91,53,851 22,64,58,708
Notes S

The Schedules referred to above form an integral part of Balance Sheet


As per our report of even date
For Krishan Somani & Associates
Chartered Accountants

Krishan Somani Bharat Somany C.K. Somany


Proprietor Director Chairman

417, Laxmi Tower, Commercial Complex,


Azadpur, Delhi - 110033
May 23, 2009

86 | Glass Equipment (India) Limited


Profit and Loss Account For the year ended March 31, 2009
(Amount in Rupees)
Schedules 31.03.2009 31.03.2008
INCOME
Sales (Gross) M 28,92,70,494 20,41,14,416
Less : Excise Duty 2,93,45,183 2,50,21,303
25,99,25,311 17,90,93,113
Other Income N 19,38,907 32,13,065
Increase / (Decrease) in Stock O 2,57,26,271 (35,71,277)
28,75,90,489 17,87,34,901
EXPENDITURE
Materials P 16,42,84,275 8,51,79,463
Manufacturing and Other Expenses Q 7,00,59,593 5,94,19,814
23,43,43,868 14,45,99,277
Profit before Depreciation, Interest and Tax 5,32,46,621 3,41,35,624
Depreciation 15,824,027 84,10,910
Transferred from Revaluation Reserve (83,12,970) –
75,11,057 84,10,910
Interest and Finance Expenses R 31,49,791 25,02,550
Profit before Tax 4,25,85,773 2,32,22,164
Less : Provision for Income Tax
- Current Tax 1,51,70,000 93,20,000
- Fringe Benefit Tax 1,64,500 1,29,000
- Deferred Tax (7,02,411) (19,71,808)
Profit after Tax 2,79,53,684 1,57,44,972
Add : Balance brought forward from last year 44,88,829 68,32,525
Amount available for Appropriation 3,24,42,513 2,25,77,497
APPROPRIATIONS
General Reserve 2,00,00,000 1,50,00,000
Proposed Dividend on Equity Shares 26,40,000 26,40,000
Tax (including cess) on Proposed Dividend 4,48,668 4,48,668
Balance carried to the Balance Sheet 93,53,845 44,88,829
Basic and Diluted Earning Rs per Share 1058.85 596.40
Notes S

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

Krishan Somani Bharat Somany C.K. Somany


Proprietor Director Chairman

417, Laxmi Tower, Commercial Complex,


Azadpur, Delhi - 110033
May 23, 2009

Glass Equipment (India) Limited | 87


Cash Flow Statement For the year ended March 31, 2009
(Amount in Rupees)
2008-09 2007-08
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 4,25,85,773 2,32,22,164
Adjustments for:
Depreciation 75,11,057 84,10,910
Interest (Net) 31,24,805 14,33,911
Fixed Assets written back / loss on sale of Fixed Assets 33,843 10,46,717
Profit on Sale of Fixed Assets / Investment – (36,442)
Operating Profit before working capital changes 5,32,55,478 3,40,77,260
Adjustments for:
Loans and Advances (1,71,34,609) 5,67,56,780
Trade receivables (1,17,55,731) (5,84,11,103)
Inventories (2,86,88,594) (1,27,63,187)
Trade and other payables 2,28,29,929 79,47,827
Cash generated from operations 1,85,06,473 2,76,07,577
Direct Taxes paid (1,53,34,500) (94,49,000)
Net Cash from Operating activities 31,71,973 1,81,58,577
B. CASH FLOW FROM INVESTING ACTIVITIES
Addition in Investment (27,269) –
Purchase of Fixed Assets (31,33,940) (50,36,625)
Sale of Fixed Assets 10,000 8,70,000
Interest received 24,986 10,68,639
Net Cash used in Investing Activities (31,26,223) (30,97,986)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds / (Repayment) from Long term borrowings (Net) 65,67,634 (85,84,217)
Dividend Paid (26,40,000) (26,40,000)
Corporate Dividend Tax (4,48,668) (4,48,668)
Interest paid (31,49,791) (25,02,550)
Net Cash from Financing Activities 3,29,175 (1,41,75,435)
Net Changes In Cash And Cash Equivalents 3,74,925 8,85,156
Cash And Cash Equivalents – Opening Balance 10,50,047 1,64,891
Cash And Cash Equivalents – Closing Balance 14,24,972 10,50,047
(represents Cash in hand and Bank balances)

As per our report of even date


For Krishan Somani & Associates
Chartered Accountants

Krishan Somani Bharat Somany C.K. Somany


Proprietor Director Chairman

417, Laxmi Tower, Commercial Complex,


Azadpur, Delhi - 110033
May 23, 2009

88 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
(Amount in Rupees)
31.03.2009 31.03.2008
Schedule – A SHARE CAPITAL
Authorised
40000 Equity Shares of Rs 100/- each (Previous Year 40000 Shares of Rs 100/-each) 40,00,000 40,00,000
40,00,000 40,00,000
Issued, Subscribed and Paid-up
26400 Equity Shares of Rs 100/- each fully paidup and held by the holding Company, Hindusthan 26,40,000 26,40,000
National Glass & Industries Limited and its nominees, (of the above, 1500 Equity Shares
of Rs 100/- each have been issued for consideration other than cash).
26,40,000 26,40,000

Schedule – B RESERVES AND SURPLUS


General Reserve
As per last Balance Sheet 13,50,00,000
Add : Transferred from Profit & Loss Account 2,00,00,000 15,50,00,000 13,50,00,000
Revaluation Reserve
As per last Balance Sheet 4,99,95,753
Add: Adjustment during the Year 2,77,874
Less : Depreciation on Revalued Assets 83,12,970 4,19,60,657 4,99,95,753
Share Premium
As per last Balance Sheet 26,40,000 26,40,000
Profit and Loss Account
Surplus as per Profit and Loss Account 93,53,845 44,88,829
20,89,54,502 19,21,24,582

Schedule – C SECURED LOANS


Working Capital Loans From Banks
- Cash Credits : Secured by hypothecation of stock of finished goods, semi-finished goods, raw 2,80,41,971 2,14,74,337
materials, stores and spares including packing material, book debts, other current assets, entire
plant & machinery and other fixed assets and guaranteed by the holding Company.
2,80,41,971 2,14,74,337

Schedule – D UNSECURED LOANS


From a Corporate Associate 65,00,000 65,00,000
65,00,000 65,00,000

Schedule – E FIXED ASSETS


GROSS BLOCK DEPRECIATION NET BLOCK
Particulars Book value at Additions Revaluation Deductions/ Book value at Up to For the Dep. on Deductions/ Upto As at As at
01.04.2008 Adjustment Adjustment 31.03.2009 31.03.2008 Year Revalued Adjustment 31.03.2009 31.03.2009 31.03.2008
Assets
A. TANGIBLE
Plant & Machinery 19,52,77,461 21,09,219 2,77,874 1,15,000 19,75,49,554 11,39,14,198 62,84,628 8,312,970 71,157 12,84,40,639 6,91,08,915 8,13,63,263
Office & Other
Equipment 4,93,781 11,247 – – 5,05,028 2,37,323 17,250 – – 2,54,573 2,50,455 2,56,458
Furniture & Fittings 11,25,534 1,98,168 – – 13,23,702 4,19,137 60,564 – – 4,79,701 8,44,001 7,06,397
Vehicles 19,79,651 – – – 19,79,651 6,59,061 1,95,993 – – 8,55,054 11,24,597 13,20,590
B. INTANGIBLE
Computer Software 40,78,865 8,15,306 – – 48,94,171 12,16,567 7,78,831 – – 19,95,398 28,98,773 28,62,298
Technical Know How 1,40,000 – 1,40,000 1,33,000 – – – 1,33,000 7,000 7,000
Licences Fee – 10,40,000 – – 10,40,000 – 1,73,791 – – 1,73,791 8,66,209 –
Total 20,30,95,292 41,73,940 2,77,874 1,15,000 20,74,32,106 11,65,79,286 75,11,057 83,12,970 71,157 13,23,32,156 7,50,99,950 8,65,16,006
Previous Year 15,33,02,720 39,96,625 4,99,95,753 41,99,806 20,30,95,292 11,04,87,907 84,10,910 – 23,19,531 11,65,79,286 8,65,16,006

Glass Equipment (India) Limited | 89


Schedules forming part of the Accounts
(Amount in Rupees)
Face Value (Rs.) Nos. 31.03.2009 31.03.2008
Schedule – F INVESTMENTS
(Unquoted - in fully paidup shares) - other than Trade
HNG International Limited Rs 10/- 134 27,269 –
Total 27,269 –

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 – H SUNDRY DEBTORS


(Unsecured, considered good unless otherwise stated)
Debts due for a period exceeding six months
Considered good – 64,611
– 64,611
Other Debts 7,82,77,744 6,64,57,402
7,82,77,744 6,65,22,013

Schedule – I CASH AND BANK BALANCES


Cash Balance on hand 54,980 59,095
Balance in Post Office Saving Bank Account (Pass Book with Central Excise) 1,000 1,000
Balances With Scheduled Banks
in Current Accounts 6,83,992 9,29,952
in Fixed Deposit Accounts 6,85,000 60,000
14,24,972 10,50,047

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS


(Unsecured, considered good)
Advances recoverable in cash or in kind or for value to be received 13,06,620 23,30,935
Advance Income Tax 4,97,89,676 3,20,49,678
Tax Deducted at Source 60,535 3,36,627
Advance Fringe Benefit Tax 5,59,046 4,08,271
Deposits and balances with Government Authorities and Other Departments 7,66,790 7,66,790
Other Deposits 10,47,568 5,08,419
5,35,30,235 3,64,00,720
Other Current Assets
Interest Receivable 5,094 –
5,35,35,329 3,64,00,720

Schedule – K CURRENT LIABILITIES


Sundry Creditors
Others 2,52,92,873 1,41,00,095
Other Liabilities 91,07,380 85,32,641
3,44,00,253 2,26,32,736

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

90 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
(Amount in Rupees)
31.03.2009 31.03.2008
Schedule – M SALES
Finished Goods (IS Machine & Spares) 27,38,26,280 18,23,04,045
Others (Commercial Sales) 1,31,35,358 1,75,32,526
Service Revenue (Tax deducted at source Rs 58,486, Previous Year Rs 1,08,632) 23,08,856 42,77,845
28,92,70,494 20,41,14,416
Less: Excise Duty 2,93,45,183 2,50,21,303
25,99,25,311 17,90,93,113

Schedule – N OTHER INCOME


Interest on Deposits, etc. (Tax deducted at Source Rs 2,049, previous year Rs 2,27,995) 24,986 10,68,639
Miscellaneous Receipts 18,67,677 16,58,968
Liabilities no longer required written back 18,923 1,46,478
Provisions in value of diminution on investments / leave written off 27,321 3,02,538
Profit on sale / discard of fixed assets – 36,442
19,38,907 32,13,065

Schedule – O INCREASE / (DECREASE) IN STOCK


Closing Stock
Finished Goods 2,14,09,434 1,43,17,069
Work-in-Process 3,22,94,978 1,36,61,072
5,37,04,412 2,79,78,141
Less :
Opening Stock :
Finished Goods 1,43,17,069 1,64,02,021
Work-in-Process 1,36,61,072 1,51,47,397
2,79,78,141 3,15,49,418
Increase / (Decrease) 2,57,26,271 (35,71,277)

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

Schedule – Q MANUFACTURING AND OTHER EXPENSES


Stores and Spare Parts Consumed 2,00,05,066 1,40,63,376
Power and Fuel 12,91,206 12,64,333
Salaries, Wages and Bonus 3,10,44,752 2,42,24,539
Contribution to Provident and other Funds 22,21,577 18,24,991
Workmen and Staff Welfare Expenses 26,59,531 18,77,255
Hire Charges 16,00,000 16,00,000
Rates and Taxes 83,328 1,01,973
Repair and Maintenance :
Plant and Machinery 7,63,537 5,15,306
Others 1,11,040 1,19,821
Insurance 1,27,930 2,77,410
Excise Duty on Stock 2,86,220 (80,361)
Directors' Remuneration 30,76,638 32,43,835
Loss on sale / discard of fixed assets 33,843 10,46,717
Miscellaneous Expenses 67,54,925 93,40,619
7,00,59,593 5,94,19,814

Schedule – R INTEREST AND FINANCE EXPENSES


Bank 24,61,852 17,87,552
Others 6,87,939 7,14,998
31,49,791 25,02,550

Glass Equipment (India) Limited | 91


Schedules forming part of the Accounts
Schedule – S NOTES
NOTES
1. Statement on Accounting Polices
I) Accounting Convention
The Company prepares its accounts under the historical cost convention, except for certain fixed assets which are revalued on
accrual basis, except otherwise stated in accordance with normally accepted accounting principles and applicable Accounting
Standards in India.

II) Fixed Assets


Fixed Assets are shown at cost of acquisition (net of CENVAT credit w.e.f. April 1, 1996) or cost of construction or at revalued
amount where such assets have been revalued less depreciation.
All expenses including interest on funds borrowed specifically for the acquisition, construction and Commissioning of new assets /
projects are capitalised up to the date of putting the assets to use.
Expenditure related to and incurred during implementation of new / expansion or modernisation project is included under capital
work in process.

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.

VII) Foreign Currency Transactions


Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign currency
monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon and also on the
exchange differences on settlement of the foreign currency transaction during the year are recognised as income or expenses and
are adjusted to the Profit and Loss Account.

VIII) Revenue Recognition


a) All expenses and incomes are accounted on mercantile basis except otherwise stated.

92 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
b) Revenue from sale of goods and services is recognised upon passage of title and rendering of services to the customers which
generally coincides with delivery.
c) Insurance and other claims to the extent considered recoverable are accounted for in the year of claim. However, claims and
refunds whose recovery can not be ascertained with reasonable certainty are accounted for on acceptance / actual receipt basis.
d) Sales are inclusive of Excise Duty less Return / Shortage / Rebates, if any and net of VAT.

IX) Employee Benefits (see note – 8)


Liabilities in respect of employee benefits are provided for as follows :-
A) Deferred Benefit Plans
Leave salary of employees on the basis of actuarial valuation by adopting Projected Unit Credit Method as at the year end.
Gratuity Liability is provided for as per actuarial valuation by adopting Projected Unit Credit Method at the year end. This scheme
is maintained and administered by an Insurer to which the trustees make periodic contributions.

B) Deferred Contribution Plans


Provident Fund and ESI on the basis of actual liability accrued and paid to trust/authority.

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.

XI) Earning per Share (EPS)


The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax (and includes the post tax effect of
any extra ordinary items). The number of shares used in computing basic EPS is weighted average number of shares outstanding
during the year.

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.

XIII) Provision, Contingent Liabilities and Contingent Assets


Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result
of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor disclosed
in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.
(Amount in Rupees)
2008-09 2007-08
2. Contingent liabilities not provided for
a) Income Tax demand against which Company has preferred an appeal 5,87,260 5,87,260
b) Surety given to sales tax department on behalf of :
- Holding Company, Hindusthan National Glass & Industries Limited 50,00,000 50,00,000
c) Bonds executed in favour of Central Excise Department 1,000 1,000
d) Pending Capital Orders 1,36,358 9,49,296
- Advance Given – 6,05,354
e) Corporate Guarantee given on behalf of Somany Foam Limited 32,35,00,000 32,35,00,000

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)

Glass Equipment (India) Limited | 93


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
4. Salaries, Wages, Bonus include : (Amount in Rupees)
2008-09 2007-08
a) Provision for Bonus 32,52,426 26,12,844
b) Gratuity paid 10,93,842 14,57,565

5. Miscellaneous Expenses include :


2008-09 2007-08
a) Directors’ Travelling Expenses 1,62,200 1,54,089
b) Professional Fees 35,49,484 63,36,988
c) Charity & Donation 5,00,000 –
d) Payment to statutory Auditors :
- Audit Fees 31,000 31,000
- Tax Audit Fees 10,000 10,000
- Certification Work 2,000 –
- Reimbursement of Expenses 15,655 2,280

6. a) Directors’ Remuneration include :


2008-09 2007-08
i) Salary 17,25,000 17,25,000
ii) HRA 10,35,000 10,35,000
iii) Contribution to Provident Fund & other Funds 2,07,000 2,07,000
iv) Provision for Gratuity 71,875 1,28,125
v) Medical Expenses Reimbursement – 1,35,629
vi) LTA 22,163 11,881
vii) Directors’ Fee 15,600 1,200
30,76,638 32,43,835

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.

94 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
Defined Benefit Plan
The Employee’s 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 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 :
(Rs in lacs)
Gratuity Leave Encashment
Funded Unfunded
Liability at beginning of the year 90.78 5.46
Current Service Cost 6.61 1.43
Interest Cost 6.53 0.32
Actuarial (Gain) / Loss (6.72) 1.10
Benefits Paid 7.33 2.30
Liability at the end of the year 89.87 6.02

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.

Gratuity Leave Encashment


Funded Unfunded
Current Service Cost 6.61 1.43
Interest Cost 6.53 0.32
Expected Return on Plan Assets 7.01 –
Net Actuarial (Gain) / Loss to be recognised 12.28 1.10
Expenses recognised in Profit and Loss Account 18.42 2.86

IV) Balance Sheet reconciliation


Gratuity Leave Encashment
Funded Unfunded
Opening Net Liability 3.21 5.46
Expenses as above 18.42 2.86
Employers contribution 5.05 2.30
Amount Recognised in Balance Sheet 16.59 6.02

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.

Glass Equipment (India) Limited | 95


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
VI) Principal Actuarial assumptions at the Balance Sheet
Gratuity Leave Encashment
Funded Unfunded
Mortality Table LICI 1994-1996 LICI 1994-1996
Discount Rate (per annum) 7.50% 7.50%
Expected rate of return on plan assets (per annum) 8.00% –
Rate of escalation in salary (per annum) 5.00% 5.00%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
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.

12. Earning Per Share


As on 31.03.2009 As on 31.03.2008
Net Profit attributable to Shareholders 2,79,53,684 1,57,44,972
Weighted average number of equity shares 26,400 26,400
Basic earning per share of Rs 100/- each 1059 596

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share
of the Company are same.

13. Deferred Tax :


Break up of Deferred Tax Assets and Deferred Tax Liabilities is as given below : (Amount in Rupees)
Opening as on (Charge)/ Credit Closing as at
01.04.2008 during the year 31.03.2009
Deferred Tax Assets
Expenses charged in the financial statement but allowable as deduction 31,53,457 (3,94,845) 27,58,612
in future years under Income Tax Act.
Expenditure allowable on payment basis. 4,30,200 (1,658) 4,28,542
Total Deferred Tax Assets 35,83,657 (3,96,503) 31,87,154
Deferred Tax Liabilities
Depreciation and related items 73,03,446 (10,98,914) 62,04,532
Total Deferred Tax Liabilities 73,03,446 (10,98,914) 62,04,532
Net Deferred Tax Liabilities 37,19,789 (7,02,411) 30,17,378

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”.

96 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
15. Information pursuant to paragraphs 3 & 4 of Part II of Schedule VI of the Companies Act, 1956.
A) Capacity & Actual Production :
Class of Goods Units (a) *
Licenced Installed Actual
Capacity Capacity Production
Glass Manufacturing Machine Nos 10 7 –
(10) (7) (–)
Feeder, Accessories & Spares (b) Nos 15 7 –
(15) (7) (–)
Glass Ceramic Decorating Machines, Accessories & Spare Parts Nos 12 12 –
(12) (12) (–)
Fully Automatic Tile Press Nos 10 10 –
(10) (10) (–)
Tile Loading Equipment Nos 10 10 –
(10) (10) (–)
Tile Sorting & Packing Equipment Nos 15 15 –
(15) (15) (–)
I.S. Machine Conversion Nos 10 10 5
(10) (10) (3)
Bottle Inspection & Packing Machine Nos 10 10 –
(10) (10) (–)
Conveyor, Single Liners, Ware Transfer, Accessories & Spares Nos 10 10 12
(10) (10) (7)
Annealing / Decorating Lehr Nos 5 5 –
(5) (5) (–)
Motor Driven Press & Fire Finishing Machine Nos 5 5 –
(5) (5) (–)

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

B) Purchases, Stocks and Sales : (Amount in Rupees)


Opening Stock Purchase Closing Stock Sales ***
Class of Goods Unit Qty. Value Qty. Value Qty. Value Qty. Value
Feeder, Accessories & Spares Nos – – – – – – – –
(–) (–) (–) (–) (–) (–) (–)
I.S. Machine / Conversion Nos – – – – – – 5 5,01,80,409
(–) (–) (–) (–) (–) (–) (3) (4,47,64,564)
Conveyor, Single Liners, Ware Nos – – – – – – 12 2,58,02,046
Transfer, Accessories & Spares (–) (–) (–) (–) (–) (–) (7) (83,72,285)
Spares & Accessories Nos – * 6,43,45,924 – * 11,02,52,582 – ** 7,57,74,389 – 21,09,79,183
(–) (5,19,76,432) (–) (6,84,66,579) (–) (6,43,45,924) (–) (14,66,99,722)
Service Revenue – – – – – – – 23,08,856
(–) (–) (–) (–) (–) (–) (–) (42,77,845)
Others – – – – – – – 3,08,573
(–) (–) (–) (–) (–) (–) (–) (5,54,038)

* 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

Glass Equipment (India) Limited | 97


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
C) Raw Material & Components consumed :
Items Unit Quantity Rupees
Castings Pcs 47,301 1,36,26,116
(23,455) (73,38,720)
Steels M.Ton 359 2,64,33,812
(111) (1,05,81,190)
Accessories & Components – – 10,59,16,481
(5,40,11,062)

Note: Consumption is including of Sales Rs 2,29,16,983 (Previous year Rs 1,78,04,752).

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

H) Figures in brackets represent previous year figures.

J) Related Party Disclosure :-


Related Party disclosure as identified by the management in accordance with the Accounting Standard 18 issued by the Institute of
Chartered Accountants of India (“ICAI”) and effective from April 1, 2001.
a) Name of the related parties where control exists – Holding Company
• Hindusthan National Glass & Industries Limited

b) Other related parties and nature of relationship with whom the Company had transactions
• Fellow Subsidiary :-
- Quality Minerals Limited

• Entities over which Directors and their relatives have influence


- HNG International Limited
- Somany Foam Limited

• Directors and Relatives


- Mr C.K. Somany – Chairman

98 | Glass Equipment (India) Limited


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
Disclosure of Transactions between The Group & Related parties and status of outstanding balances as on March 31, 2009.
i) Current Year (Rs in lacs)
Holding Fellow Associates Entities over Directors and
Company Subsidiary which Directors their relatives
and their
relatives have
influence
Income
Sales 2941.94 – – – –
Services Given 25.91 – – – –
Expenses
Purchases 41.33 – – – –
Hire Charges Paid 16.00 – – – –
Remuneration Given – – – – 30.61
Sitting Fees Paid – – – – 0.16
Interest Paid – 6.83 – – –
Dividend Paid 26.40 – – – –
Services Taken – – – – –
Borrowings – 65.00 – – –
Investments – – – 0.27 –
Guarantee/Corporate Guarantee :-
- Given 50.00 – – 3235.00 –
Outstandings :-
- Receivables 779.08 – – – –
- Dividend Payable 26.40 – – – –

Glass Equipment (India) Limited | 99


Schedules forming part of the Accounts
Schedule – S NOTES (Contd.)
ii) Previous Year (Rs in lacs)
Holding Fellow Associates Entities over Directors and
Company Subsidiary which Directors their relatives
and their
relatives have
influence
Income
Sales 1616.42 – 442.74 – –
Services Given 4.85 – 43.21 – –
Interest Received – – – 9.98 –
Expenses
Purchases 8.90 – – – –
Hire Charges Paid 16.00 – – – –
Remuneration Given – – – – 32.43
Sitting Fees Paid – – – – 0.01
Interest Paid – 6.83 – – –
Dividend Paid 0.26 – – – –
Services Taken – – 0.03 – –
Borrowings – 65.00 – – –
Investments – – – 4.73 –
Guarantee/Corporate Guarantee :-
- Given 50.00 – – 3235.00 –
- Taken 381.00 – – – –
Outstandings :-
- Receivables 658.58 – – – –
- Dividend Payable 26.40 – – – –

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

Krishan Somani Bharat Somany C.K. Somany


Proprietor Director Chairman

417, Laxmi Tower, Commercial Complex,


Azadpur, Delhi - 110033
May 23, 2009

100 | Glass Equipment (India) Limited


Balance Sheet Abstract
Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and the Company’s General Business Profile
I. Registration Details
Registration No. 0 6 5 5 9 5 State Code 2 1

Balance Sheet Date 3 1 0 3 2 0 0 9

II. Capital Raised during the year (Amount in Rs Thousands)


Public Issue Right Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs Thousands)


Total Liabilities Total Assets
3 3 6 4 0 2 3 3 6 4 0 2
Sources of Funds
Paid-Up Capital Reserves and Surplus
2 6 4 0 2 0 8 9 5 5
Secured Loans Unsecured Loans
2 8 0 4 2 6 5 0 0
Deferred Tax Liability
3 0 1 7
Application of Funds
Net Fixed Assets Investments
7 5 1 0 0 2 7
Net Current Assets Misc. Expenditure
1 7 4 0 2 7 N I L
Accumulated Losses
N I L

IV. Performance of Company (Amount in Rs Thousands)


Net Income Total Expenditure
2 8 7 5 6 3 2 4 4 9 7 7
+ – Profit/Loss before Tax + – Profit/Loss after Tax
√ 4 2 5 8 6 √ 2 7 9 5 4
(Please tick Appropriate box + for Profit, – for Loss)
Earning per Share in Rs Dividend (%)
1 0 5 9 1 0 0

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

As per our report of even date


For Krishan Somani & Associates
Chartered Accountants

Krishan Somani Bharat Somany C.K. Somany


Proprietor Director Chairman
417, Laxmi Tower, Commercial Complex,
Azadpur, Delhi - 110033
May 23, 2009
Glass Equipment (India) Limited | 101
Directors’ Report

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

102 | Quality Minerals Limited


Auditors’ Report
The Members,
QUALITY MINERALS LIMITED

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

Quality Minerals Limited | 103


Statement of matters specified by the Companies (Auditors Report ) Order 2003 relating to the
financial year ended March 31, 2009
QUALITY MINERALS LIMITED

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.

104 | Quality Minerals Limited


ix) a) The Company is regular in depositing the statutory dues xviii) The Company has not made any preferential allotment of
including Provident Fund, Investor Education and shares to the parties or companies covered under Section 301
Protection Fund, Employees State Insurance, Income tax, of the Companies Act, 1956, during the year.
Sales tax, Wealth tax, Customs duty, Excise duty and other
statutory dues with the appropriate authorities. xix) The Company has not issued any debentures.

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.

xiv) In our opinion the Company has maintained proper records


of the transactions and contracts of the investments dealt in by
the Company and timely entries have been made therein. The
investments made by the Company held in its own name.

xv) The Company has not given any guarantees for loans taken by
others from banks or financial institutions.

xvi) The Company has not obtained any term loans.

xvii) On the basis of an overall examination of the balance sheet


and the information and explanations given to us, we report
that the Company has not utilised any funds raised on short
term basis for long term investments and vice-versa.

Quality Minerals Limited | 105


Balance Sheet As at March 31, 2009
(Amount in Rupees)
Schedules 31.03.2009 31.03.2008
SOURCES OF FUNDS
Shareholders' Funds
Share Capital A 941,000 9,41,000
Reserves and Surplus B 1,44,73,742 1,23,69,648
1,54,14,742 1,33,10,648
Deferred Tax Assets/Liabilities (Net) 34,918 32,057
Total 1,54,49,660 1,33,42,705
APPLICATION OF FUNDS
Fixed Assets C
Gross Block 5,37,529 5,37,529
Less: Depreciation 3,16,477 2,98,332
Net Block 2,21,052 2,39,197
Investments D 1,20,000 1,20,000
Current Assets, Loans and Advances
Current Assets
Inventories E 5,28,859 4,34,518
Sundry Debtors F 63,88,923 56,95,224
Cash and Bank Balances G 21,52,374 26,99,759
Loans and Advances and Other Current Assets H 86,08,510 90,67,145
1,76,78,666 1,78,96,646
Less
Current Liabilities and Provisions
Current Liabilities I 16,08,141 30,91,725
Provisions J 9,61,917 18,21,413
25,70,058 49,13,138
Net Current Assets 1,51,08,608 1,29,83,508
Total 1,54,49,660 1,33,42,705
Significant Accounting Policies and Notes on Accounts P

The Schedules referred to above form an integral part of Balance Sheet


As per our report of even date
For J.M. Vyas & Co. For Quality Minerals Ltd.
Chartered Accountants

J.M. Vyas D.D. Taparia Amita Somany


Partner Director Managing Director
Jaipur
June 1, 2009

106 | Quality Minerals Limited


Profit and Loss Account For the year ended March 31, 2009
(Amount in Rupees)
Schedules 31.03.2009 31.03.2008
INCOME
Sales (Gross) K 2,62,65,959 2,37,05,689
Less : Excise Duty – –
2,62,65,959 2,37,05,689
Other Income L 7,85,172 7,94,076
Increase / (Decrease) in Stock M 94,341 (27,416)
2,71,45,472 2,44,72,349
EXPENDITURE
Materials N 1,55,31,514 1,54,04,861
Manufacturing and Other Expenses O 85,23,076 73,40,130
2,40,54,590 2,27,44,991
Profit before Depreciation, Interest and Tax 30,90,882 17,27,358
Depreciation 18,145 20,151
Profit before Tax 30,72,737 17,07,207
Less : Provision for Income Tax
- Current Tax 9,55,400 5,80,856
- Fringe Benefit Tax 272 558
- Deferred Tax 2,861 2,488
- Income Tax of Earlier years 10,110 70,757
Profit after Tax 21,04,094 10,52,548
Add : Balance brought forward from last year 1,23,12,820 1,12,60,272
Balance carried to the Balance Sheet 1,44,16,914 1,23,12,820
Basic and Diluted Earning Rs per Share 223.60 111.85
Significant Accounting Policies and Notes on Accounts P

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

J.M. Vyas D.D. Taparia Amita Somany


Partner Director Managing Director
Jaipur
June 1, 2009

Quality Minerals Limited | 107


Cash Flow Statement For the year ended March 31, 2009
(Amount in Rupees)
2008-09 2007-08
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 3,072,737 1,707,207
Adjustment for :
Depreciation 18,145 20,151
Interest (Net) (785,172) (793,615)
Operating Profit before working capital changes 2,305,710 933,743
Adjustment for :
Loans and advances 458,635 (709,326)
Trade receivables (693,699) (243,250)
Inventories (94,341) 27,416
Trade and other payables (2,343,080) 1,943,849
Cash generated from operations (366,775) 1,952,432
Direct Taxes paid (965,782) (652,211)
Net Cash from Operating activities (1,332,557) 1,300,221
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest received 785,172 793,615
Net Cash used in Investing Activities 785,172 793,615
C. CASH FLOW FROM FINANCING ACTIVITIES – –
Net Changes In Cash And Cash Equivalents (547,385) 2,093,836
Cash And Cash Equivalents-Opening Balance 2,699,759 605,923
Cash And Cash Equivalents-Closing Balance 2,152,374 2,699,759
(Represents Cash in hand and Bank balances)

As per our report of even date


For J.M. Vyas & Co. For Quality Minerals Ltd.
Chartered Accountants

J.M. Vyas D.D. Taparia Amita Somany


Partner Director Managing Director
Jaipur
June 1, 2009

108 | Quality Minerals Limited


Schedules forming part of the Accounts
(Amount in Rupees)
31.03.2009 31.03.2008
Schedule – A SHARE CAPITAL
Authorised
10000 Equity Shares of Rs 100/- each (Previous Year 10000 Shares of Rs 100/-each) 10,00,000 10,00,000
10,00,000 10,00,000
Issued, Subscribed and Paid-up
9410 (Previous Year 9410) Equity shares of Rs 100/- each fully paid up 9,41,000 9,41,000
9,41,000 9,41,000

Schedule – B RESERVES AND SURPLUS


Investment Allowance Reserve
As per last Balance Sheet 56,828 56,828
Profit and Loss Account
Surplus as per Profit and Loss Account 1,44,16,914 1,23,12,820
1,44,73,742 1,23,69,648

Schedule – C FIXED ASSETS


GROSS BLOCK DEPRECIATION NET BLOCK
Particulars Book value at Additions Deductions/ Book value at Upto For the Deductions/ Upto As at As at
01.04.2008 Adjustment 31.03.2009 31.03.2008 year Adjustment 31.03.2009 31.03.2009 31.03.2008
Building 3,55,338 – – 3,55,338 1,85,560 8,489 – 1,94,049 1,61,289 1,69,778
Electricity Fittings 9,182 – – 9,182 7,622 217 – 7,839 1,343 1,560
Plant & Machinery 1,73,009 – – 1,73,009 1,05,150 9,439 – 1,14,589 58,420 67,859
Total 5,37,529 – – 5,37,529 2,98,332 18,145 – 3,16,477 2,21,052 2,39,197
Previous Year 5,37,529 – – 5,37,529 2,78,181 20,151 – 2,98,332 2,39,197

Face Value (Rs.) Nos. 31.03.2009 31.03.2008


Schedule – D INVESTMENTS
Fully Paid-up Equity Shares
Unquoted
Surendra Khanij (P) Ltd. 10 12000 1,20,000 1,20,000
1,20,000 1,20,000

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 – F SUNDRY DEBTORS


(Unsecured, considered good unless otherwise stated)
Debts due for a period exceeding six months – –
Other Debts 63,88,923 56,95,224
63,88,923 56,95,224

Quality Minerals Limited | 109


Schedules forming part of the Accounts
(Amount in Rupees)
31.03.2009 31.03.2008
Schedule – G CASH AND BANK BALANCES
Cash Balance on hand 57,365 1,73,813
Cheques in hand 1,38,218 –
Balances With Scheduled Banks
in Current Accounts 9,56,791 10,25,946
in Fixed Deposit Accounts 10,00,000 15,00,000
21,52,374 26,99,759

Schedule – H LOANS AND ADVANCES AND OTHER CURRENT ASSETS


(Unsecured and Considered good)
Loans
To Bodies Corporate 65,00,000 65,00,000
Advances recoverable in cash or in kind or for value to be received 12,13,909 15,60,632
Advance Income Tax 8,94,601 10,06,513
86,08,510 90,67,145

Schedule – I CURRENT LIABILITIES


Sundry Creditors
Dues to Micro, Small & Medium Enterprises – –
Others 10,21,164 25,48,295
Other Liabilities 5,86,977 5,43,430
16,08,141 30,91,725

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 – L OTHER INCOME


Miscellaneous Receipts – 461
Interest Received
From Bank (TDS Rs 18,431 Previous year Rs 21,501) 1,02,672 1,11,115
From Others (TDS Rs 1,54,655 Previous year Rs 1,54,655) 6,82,500 6,82,500
7,85,172 7,94,076

110 | Quality Minerals Limited


Schedules forming part of the Accounts
(Amount in Rupees)
31.03.2009 31.03.2008
Schedule – M INCREASE / (DECREASE) IN STOCK
Closing Stock
Feldspar Lumps 5,28,859 4,34,518
5,28,859 4,34,518
Less :
Opening Stock
Feldspar Lumps 4,34,518 4,61,934
Increase / (Decrease) 94,341 (27,416)

Schedule – N MATERIALS
Raw Materials Consumed 1,55,31,514 1,54,04,861
1,55,31,514 1,54,04,861

Schedule – O MANUFACTURING AND OTHER EXPENSES


Salaries,Wages and Bonus 2,74,793 2,19,759
Miscellaneous Expenses 30,364 22,470
Grinding Charges 78,83,638 67,05,789
Freight Charges – 69,443
Directors Remuneration 3,00,000 3,00,000
Payment to Auditors :-
Audit Fees 9,927 6,742
Other Services 24,354 15,927
85,23,076 73,40,130

Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS


A. Significant Accounting Policy
1) Basis of Accounting
The Company prepares its accounts under the historical cost convention on accrual basis, except otherwise stated in accordance with
normally accepted accounting principles and applicable Accounting Standards in India.

2) Sales
Sales are recognised on dispatch of goods by the Company and are reflected in accounts at net realisable value.

3) Fixed Assets & Depreciation


Fixed Assets are shown at cost less depreciation. Depreciation has been charged at the rates specified in Schedule XIV to the
Companies Act, 1956.

4) Valuation of Inventory
Raw material is valued at lower of cost or net realisable value.

5) Earning per Share


The earnings considered in ascertaining the Company's earning per share comprises of the net profit after tax. The number of shares
used in computing basic earning per share is weighted average number of shares outstanding during the year.

Quality Minerals Limited | 111


Schedules forming part of the Accounts
Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
B. Notes on Accounts
1) Taxation
Tax expenses 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.
(Amount in Rupees)
31.03.2009 31.03.2008
2) Sundry Debtors include :
- Due from holding Company 63,54,829 55,41,637
3) Amount paid or credited to the Auditors :
Audit Fee 6,618 6,742
Tax Audit Fee 3,309 –
Management Services and Certification work 24,354 15,927
Total 34,281 22,669

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

6) Related Party Transactions:


The Company is controlled by Hindusthan National Glass & Industries Limited which owns 99.73% of the Company's shares.
The following related party transactions were carried during the year:
Name of the Related Party Nature of Nature of 31.03.2009 31.03.2008
Relationship Transaction
1. Hindusthan National Glass and Industries Ltd. Holding Company Income:
Sales 26,265,959 23,705,689
2. Glass Equipment (India) Ltd. Under common Income:
control Interest on loan 682,500 682,500
3. Smt. Amita Somany Managing Expenses
Director Remuneration 300,000 300,000

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.

112 | Quality Minerals Limited


Schedules forming part of the Accounts
Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
9) Earning Per Share (Amount in Rupees)
31.03.2009 31.03.2008
Net Profit attributable to Share Holders 21,04,094 10,52,548
Weighted average number of equity shares 9,410 9,410
Basic earning per share of Rs 100/- each 223.60 111.85

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.

12) Figures have been rounded off to the nearest rupee.

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)

2) Purchase, Stock and Sales:


Opening Stock Purchase Closing Stock Sales/ Consumption
Feldspar Powder
Unit (MT) – – – 15,989.67
(13,038.28)
Value (Rupees) – – – 26,265,959
(23,705,689)
Feldspar Lumps
Unit (MT) 509.290 18,845.135 505.285 18,849.140
Value (Rupees) 434,518 15,531,514 528,859 15,437,173

3) Raw Material Consumed:


31.03.2009 31.03.2008
Units (MT) Value (Rupees) Units (MT) Value (Rupees)
Feldspar Lumps 18,849.14 15,437,173 18,610.90 15,244,185

Quality Minerals Limited | 113


Schedules forming part of the Accounts
Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
D. Balance Sheet Abstract and general profile of the Company under Part IV to Schedule VI of the Companies Act, 1956
I. Registration Details
Registration No. 1 5 7 6 State Code 1 7

Balance Sheet Date 3 1 0 3 2 0 0 9

II. Capital Raised during the year (Amount in Rs ‘000)


Public Issue Right Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L

III. Position of Mobilisation and Deployment of Funds (Amount in Rs ‘000)


Total Liabilities Total Assets
1 5 4 5 0 1 5 4 5 0
Sources of Funds
Paid-Up Capital Reserves and Surplus
9 4 1 1 4 4 7 4
Secured Loans Unsecured Loans
N I L N I L
Deferred Tax Liability
3 5
Application of Funds
Net Fixed Assets Investments
2 2 1 1 2 0
Net Current Assets Miscellaneous Expenditure
1 5 1 0 9 N I L
Accumulated Losses
N I L

IV. Performance of the Company (Amount in Rs ‘000)


Turnover Total Expenditure
2 7 1 4 5 2 4 0 7 2
+ – Profit/Loss before Tax + – Profit/Loss after Tax
√ 3 0 7 3 √ 2 1 0 4
(Please tick Appropriate box + for Profit, – for Loss)
Earning per Share in Rs Dividend %
2 2 3 . 6 0 N I L

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 .

As per our report of even date


For J.M. Vyas & Co. For Quality Minerals Ltd.
Chartered Accountants

J.M. Vyas D.D. Taparia Amita Somany


Partner Director Managing Director
Jaipur
June 1, 2009

114 | Quality Minerals Limited


Auditors’ Report

To the Board of Directors of


Hindusthan National Glass & Industries Limited on the Consolidated Financial Statements of Hindusthan National Glass &
Industries Limited and its Subsidiaries.

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

Hindusthan National Glass & Industries Limited | 115


Consolidated Balance Sheet As at March 31, 2009
(Rs in lacs)
Schedules As at 31.03.2009 As at 31.03.2008
SOURCES OF FUNDS
Shareholders' Funds
Share Capital A 1746.77 1746.77
Reserves and Surplus B 93153.70 86244.22
94900.47 87990.99
Loan Funds
Secured Loans C 41804.23 28957.70
Unsecured Loans D 9210.65 13127.61
51014.88 42085.31
Deferred Tax Liabilities (Net) 4207.24 1845.04
Total 150122.59 131921.34
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 139393.60 127459.54
Less : Depreciation 48553.01 42181.15
Net Block 90840.59 85278.39
Capital Work-In-Progress 8203.39 4510.60
Investments F 10213.07 11394.50
Current Assets, Loans and Advances
Inventories G 22784.41 17343.27
Sundry Debtors H 22723.03 16456.51
Cash and Bank Balances I 1175.74 1701.48
Loans and Advances and Other Current Assets J 19909.53 14059.66
66592.71 49560.92
Less:
Current Liabilities and Provisions
Current Liabilities K 19399.72 14399.63
Provisions L 6327.45 4423.44
25727.17 18823.07
Net Current Assets 40865.54 30737.85
Total 150122.59 131921.34
Significant Accounting Policies & Notes on Accounts S

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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

116 | Hindusthan National Glass & Industries Limited


Consolidated Profit and Loss Account For the year ended March 31, 2009
(Rs in lacs)
Schedules 31.03.2009 31.03.2008
INCOME
Sales M 146105.65 115867.01
Less : Excise Duty 13049.49 12954.42
133056.16 102912.59
Other Income N 2174.21 1122.98
Increase / (Decrease) in Stock O 1403.94 (460.84)
136634.31 103574.73
EXPENDITURE
Materials P 40844.61 30018.52
Manufacturing and Other Expenses Q 71904.55 51908.76
112749.16 81927.28
Profit before Depreciation, Interest and Tax 23885.15 21647.45
Depreciation 7850.97 7371.65
Transferred From Revaluation Reserve (306.68) (281.21)
7544.29 7090.44
Interest and Finance Expenses R 4369.55 2365.07
11913.84 9455.51
Profit before Tax 11971.31 12191.94
Less : Provision for Income Tax
- Current Tax 161.35 99.01
- Minimum Alternate Tax 1310.00 1367.20
- Less: MAT Credit Entitlement 355.00 955.00 1367.20 –
- Fringe Benefit Tax 51.64 38.20
- Deferred Tax (6.99) (2683.19)
- Income Tax for Earlier years (7.87) (1300.18)
Profit after Tax 10818.18 16038.10
Less: Share in Associate 181.66 –
Net Profit before Minority Interest 10636.52 16038.10
- Concern Share 10637.21 16038.74
- Minority (0.69) (0.64)
Add: Balance brought forward from last year 810.62 620.23
Amount Available for Appropriation 11447.83 16658.97
APPROPRIATIONS
General Reserve 7200.00 15000.00
Debenture Redemption Reserve 1250.00 –
Proposed Dividend on Equity Shares 899.79 725.11
Tax(including Cess) on Proposed Dividend 152.92 123.24
Balance carried to the Balance Sheet 1945.12 810.62
11447.83 16658.97
Basic and Diluted Earning per Share of Rs 10/- each 60.90 91.82
Significant Accounting Policies and Notes on Accounts S

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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

Hindusthan National Glass & Industries Limited | 117


Consolidated Cash Flow Statement For the year ended March 31, 2009
(Rs in lacs)
2008-09 2007-08
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax and extraordinary items 11971.31 12191.94
Adjustments to reconcile profit before tax to cash provided by operating activities.
Depreciation 7544.29 7090.44
Bad Debts and Provision for Doubtful Debts 205.54 239.25
Interest Expenses (Net) 4369.55 2365.07
Dividend Income (166.71) (0.26)
Liability/Provision no longer required written back (515.16) (97.38)
Provision for Diminution in value of Investments (0.23) 0.17
Prior Period Income – (3.03)
Interest received (498.39) (132.09)
(Profit) / Loss on sale of Fixed Assets (Net) 134.04 71.56
(Profit) / Loss on sale of Current Investments (Net) (119.10) (8.15)
Operating Profit before working capital changes 22925.14 21717.52
Changes in current assets and liabilities
Loans and Advances (148.06) (4600.86)
Trade and other Receivables (6472.06) (4030.18)
Inventories (5442.20) (537.45)
Trade and other Payables 4058.65 3853.33
Net Cash Generated by Operating Activities 14921.47 16402.36
Adjustments for :
Direct Taxes Paid (1550.88) (149.63)
Fringe Benefit Tax Paid (42.84) (38.27)
Net Cash from Operating Activities 13327.75 16214.46
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets and Changes in Capital Work in Progress (16617.50) (12927.73)
Proceeds on Disposal of Fixed Assets 680.78 169.82
Purchase of Long Term Investment (0.27) (4367.93)
Sale of Long Term Investment – 42.93
Purchase of Current Investments – (5794.44)
Sale of Current Investments 1119.10 5802.59
Share Application Money (3500.00) –
Dividend received 166.71 0.26
Interest received 235.33 59.53
Net Cash used in Investing Activities (17915.85) (17014.97)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/(Repayment) from long term borrowing (Net) 17041.95 810.38
Proceeds/(Repayment) from short term borrowings (Net) (8112.38) 3035.44
Dividend paid including Corporate Dividend Tax (848.05) –
Interest paid (4019.16) (2349.58)
Net Cash from Financing Activities 4062.36 1496.24
Net changes in Cash and Cash equivalents (525.74) 695.73
Opening Cash and Cash equivalents 1701.48 1005.75
Cash and Cash equivalents at the end of the year 1175.74 1701.48
(represents Cash in Hand and Bank balances)

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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009
118 | Hindusthan National Glass & Industries Limited
Schedules forming part of the Consolidated Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – A SHARE CAPITAL
Authorised
51,15,00,000 Equity Shares of Rs 10/- each (Previous Year 51,15,00,000 shares of Rs 10/ each) 51150.00 51150.00
51150.00 51150.00
Issued, Subscribed and Paid-Up
1,74,67,713 Equity shares (Previous Year 1,10,43,368 shares) of Rs 10/- each fully paid up of 1746.77 1104.34
which 58,10,360 Equity Shares of Rs 10/- each were allotted as fully paid up
Bonus shares by Capitalisation of General Reserve and 64,24,345 Equity Shares of
Rs 10/- each issued as fully paid up pursuant to a Scheme of Amalgamation and
arrangement for consideration other than cash.
Share Suspense Account (pending allotment pursuant to the Scheme of Arrangement) – 642.43
1746.77 1746.77

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

Hindusthan National Glass & Industries Limited | 119


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
Notes 31.03.2009 31.03.2008
Schedule – C SECURED LOANS
I) 12.75% Redeemable Non Convertible Debentures 1 and 2 10000.00 –
II) Rupee Term Loans
From Financial Institution
Export Import Bank of India 2 5304.17 6327.78
From Banks
State Bank of India 2 and 3 5996.00 2432.00
The Honkong & Shanghai Banking Corporation Limited 4 9437.50 4562.50
III) Foreign Currency Loans
From Banks
The Honkong & Shanghai Banking Corporation Limited - PCFC – 599.16
ICICI Bank Limited - External Commercial Borrowing 2 1929.38 2005.50
IV) Working Capital Borrowing from Banks 5 8514.12 12709.54
V) Loans under Finance Schemes
From Banks 6 449.07 293.05
From Others 6 136.43 7.13
VI) Interest accrued and due thereon 37.56 21.04
41804.23 28957.70
Notes:
1) 12.75% Secured Non Convertible Debentures amounting to Rs 100 crores, privately placed (alloted on December 22, 2008) are due for
redemption at par in three equal installments at the end of 5th, 6th and 7th year from the date of allotment with put/call option at par
at the end of 3rd year from the date of allotment.
2) The loans are secured by first charge ranking pari-passu with other first charges created on all immovable properties by way of equitable
mortgage and hypothecation of all moveable properties both present and future of Rishra, Bahadurgarh and Neemrana Plants, save and
except specific assets exclusively hypothecated in favour of respective lenders.
3) These loans are also collaterally secured by second charge on Current Assets of the said plants.
4) The loans are secured by first charge ranking pari-passu with other first charges created and/or to be created on all immovable properties
by way of equitable mortgage and hypothecation of all moveable properties both present and future of Rishikesh, Pondicherry and
Nashik Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.
5) This is secured by hypothecation of inventories (both present and future) and book debts and second charge on all immovables, moveable
properties including land and building in favour of consortium bankers led by State Bank of India.
6) These are secured by hypothecation of the vehicles financed in favour of respective lenders.

Schedule – D UNSECURED LOANS


Short Term Loans
From Banks 5000.00 8555.45
Non Convertible Debentures * 2500.00 3000.00
From Others – 27.04
Others
Trade Deposits 100.10 100.10
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).

120 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
Schedule – E FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars Book Value Additions Deductions/ Book Value Upto For the Deductions/ Upto As on As on
at 01.04.2008 Adjustments at 31.03.2009 01.04.2008 year Adjustments 31.03.2009 31.03.2009 31.03.2008
Land 12222.72 28.03 – 12250.75 5.60 – – 5.60 12245.15 12222.72
Leasehold Land 2009.07 39.29 – 2048.36 – 13.03 – 13.03 2035.33 2003.47
Buildings 13375.63 335.36 (49.77) 13760.76 2460.94 426.15 – 2887.09 10873.67 10914.69
Leasehold Buildings 9.18 – – 9.18 0.18 0.16 – 0.34 8.84 9.00
Plant and Machinery 97740.34 12883.56 2104.12 108519.78 38883.27 7141.00 1360.09 44664.18 63855.60 58857.07
Furniture and Fixtures 360.27 42.30 82.79 319.78 153.57 18.24 3.62 168.19 151.59 206.70
Office and Other
Equipments 373.94 50.77 11.09 413.62 194.89 41.39 11.10 225.18 188.44 179.05
Vehicles 1306.59 572.98 145.70 1733.87 442.71 168.69 104.30 507.10 1226.77 863.88
Computer Software 61.80 275.70 – 337.50 39.99 42.31 – 82.30 255.20 21.81
Total 127459.54 14227.99 2293.93 139393.60 42181.15 7850.97 1479.11 48553.01 90840.59 85278.39
Previous Year 108304.51 21071.35 1916.32 127459.54 36423.69 7371.65 1614.19 42181.15 85278.39

Face Value (Rs.) Nos. 31.03.2009 31.03.2008


Schedule – F INVESTMENTS
A) Long Term
Trade
Fully Paid up Equity Shares
Unquoted
Capexil Agencies Ltd. 1000 5 0.05 0.05
Ceramic Decorators Ltd. 10 7 0.00 0.00
HNG International Ltd 10 134 0.27 –
Associate
HNG Float Glass Ltd. 10 42010000 4201.00 4201.00
Less: Share of Loss for the year 181.66 –
4019.34 4201.00
Other than Trade
Unquoted
Units of CAN FMP 13M-SRI (close ended) 10 – 1000.00
Fully Paid up Equity Shares
The Calcutta Stock Exchange Association Ltd. 1 8364 167.28 167.28
Beneficial interest in Shares held in HNG Trust 7.55 7.55
Beneficial interest in Shares held in ACE Trust 6009.35 6009.35
Surendra Khanij Pvt Ltd. 10 12000 1.20 1.20
Hasow Automation Ltd. – 4.73
Less: Provision for diminution in Investments – 4.73
GOVERNMENT SECURITIES
Unquoted
Deposited with Government Authorities #
a) 12 Years National Savings Certificate 0.01 0.01
b) 7 Years National Savings Certificate 0.01 0.01
c) 6 Years National Savings Certificate 6.49 6.49
B) Current
Other than Trade
Quoted
Kajaria Ceramics Ltd. 2 5470 1.52 1.56
# Rs 0.42 lacs since matured but not encashed 10213.07 11394.50
Aggregate amount of Quoted Investments 1.52 1.56
Aggregate amount of Unquoted Investments 10211.55 11392.94
10213.07 11394.50
Note:
Market Value of Quoted shares Rs. 1.52 lacs (Previous Year Rs. 1.56 lacs)

Hindusthan National Glass & Industries Limited | 121


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – G INVENTORIES
(As valued and certified by the Management)
Raw Materials 5104.22 3299.50
Stores, Spare parts, Fuel and Building Materials 9205.19 7189.34
(Including in Transit Rs 238.94 lacs, Previous Year Rs 172.48 Lacs)
Packing Materials 640.44 423.81
Stock in Process 625.10 546.37
Finished Goods 7209.46 5884.25
22784.41 17343.27

Schedule – H SUNDRY DEBTORS


(Unsecured, considered good unless otherwise stated)
Debts due for a period exceeding six months
Considered good 2733.33 939.95
Considered doubtful 863.04 991.53
3596.37 1931.48
Less: Provision for doubtful debts 863.04 991.53
2733.33 939.95
Other Debts 19989.70 15516.56
22723.03 16456.51

Schedule – I CASH AND BANK BALANCES


Cash balance on hand 30.63 31.52
Cheques in hand 255.27 1078.26
Balances With Scheduled Banks
in Current Accounts 851.37 533.41
in Fixed Deposit Accounts * 38.46 18.25
in Margin Money Accounts * – 40.03
Balances With Post Office in Saving Bank Account 0.01 0.01
* (Receipts pledged with the banks and Government authorities for Rs 21.61, Previous Year Rs 57.18 lacs)
1175.74 1701.48

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS


(Unsecured and Considered good)
Loans
To Bodies Corporate 3049.50 4724.00
Advances Recoverable in cash or in kind or for value to be received 2392.02 2108.21
(Net of Doubtful Advances Rs 238.02 lacs, Previous Year Rs 240.65 lacs)
VAT Credit (Inputs) Account 593.85 613.24
Share Application Money 3500.00 –
Advance Income Tax 4896.86 3190.26
Tax Deducted at Source 364.70 175.80
Advance Fringe Benefit Tax 85.00 41.75
MAT Credit Entitlement 1722.57 1367.57
Deposits and balances with Government Authorities and Others Department 2902.21 1586.35
Other Deposits 25.55 155.10
19532.26 13962.28
Other Current Assets
Interest accrued on Investments 2.35 1.79
Interest Receivable 352.75 85.35
Fixed Assets Held for disposal (at lower of net book value or estimated net realisable value) 22.17 10.24
19909.53 14059.66

122 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – K CURRENT LIABILITIES
Sundry Creditors
Dues to Micro, Small & Medium Enterprises 68.34 55.68
Others 15809.93 13340.75
Interest accrued but not due on Loans 454.64 104.25
Commission to Directors 139.09 118.40
Other Liabilities 2927.40 780.53
Unclaimed dividend 0.32 0.02
* This is not due for payment to Investor Education & Protection Fund.
19399.72 14399.63

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 – N OTHER INCOME


Hire charges and Lease Rental 1.20 24.54
Dividends on Trade and Long Term Investments 166.71 0.26
Interest on
- Loan 428.47 51.93
- Deposits 49.87 20.18
- Investments 0.62 0.07
- Others 2.21 0.21
- Tax Refunds 17.32 0.52
Rent 39.93 34.38
Insurance Claims 9.62 1.98
Miscellaneous Receipts 808.32 483.53
Liabilities / Provisions no longer required written back 515.16 97.38
Profit on Assets Sold/Discarded 15.68 15.46
Profit on Sale of Current Investment - Other than Trade 119.10 8.15
Foreign Exchange Fluctuations (Net) – 310.07
Income from derivatives – 71.29
Prior Period Income – 3.03
2174.21 1122.98

Hindusthan National Glass & Industries Limited | 123


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
31.03.2009 31.03.2008
Schedule – O INCREASE / (DECREASE) IN STOCK
Closing Stock
Finished Goods 7209.46 5884.25
Work-in-Process 625.10 546.37
7834.56 6430.62
Less :
Opening Stock
Finished Goods 4765.61
Add: Transfer pursuant to scheme of amalgamation 5884.25 1648.06 6413.67
Work-in-Process 424.07
Add: Transfer pursuant to scheme of amalgamation 546.37 53.72 477.79
6430.62 6891.46
Increase / (Decrease) 1403.94 (460.84)

Schedule – P MATERIALS
Raw Materials Consumed 40553.79 29646.93
Purchase of Trading Material 290.82 371.59
40844.61 30018.52

Schedule – Q MANUFACTURING AND OTHER EXPENSES


Stores and Spare Parts Consumed 7621.57 5111.74
Power and Fuel 36853.90 27200.22
Packing Material Consumed and Packing Charges 9123.08 7605.62
Salaries, Wages, Bonus and Gratuity 5791.90 4514.95
Contribution to Provident and Others Funds 763.03 741.04
Workmen and Staff Welfare Expenses 397.39 439.01
Rent (Including Lease Rent) 93.43 95.43
Rates and Taxes 44.04 58.85
Repair and Maintenance:-
Building 186.95 132.87
Plant and Machinery 932.17 1061.60
Others 239.29 210.98
Freight outwards, Transport and Other Selling Expenses
(Net of realisation of Rs 1214.21 lacs, Previous year Rs 983.56 lacs) 1232.83 1004.07
Washing and Grinding Charges 78.84 67.06
Commission on Sales 140.78 116.10
Insurance 153.23 150.22
Charity and Donation 40.93 31.00
Bad Debts/Advances Written Off 265.23 185.81
Less: Provision for Doubtful Debts / advances 265.16 0.07 195.92 (10.11)
Provision for Doubtful Debtors/Advances 205.47 249.36
Excise Duty on Stock (177.05) (28.93)
Director's Remuneration 332.62 280.43
Provision For Loss on Derivative Transactions 1833.05 313.94
Foreign Exchange Fluctuation (Net) 2326.33 –
Loss on sale and discard of fixed assets 149.72 87.02
Provision for diminution in value of investments (0.23) 0.17
Miscellaneous Expenses 3541.21 2476.12
71904.55 51908.76

124 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
(Rs in lacs)
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 974.27 153.39
Finance Expenses 395.74 131.78
4369.55 2365.07

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS


Notes on the Consolidated Financial Statement of the Company and its Subsidiaries and Associates.
1. PRINCIPAL OF CONSOLIDATION
a) The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard 21 (AS 21) on “Consolidated
Financial Statements” and Accounting Standard 23 (AS 23) on "Accounting for Investments in Associates in Consolidated Financial
Statements" issued by “The Institute of Chartered Accountants of India”.
b) The Subsidiaries (which along with Hindusthan National Glass & Industries Ltd., the holding Company, constitute the group) have
been considered in the preparation of these consolidated financial statements are:
Name of Subsidiary Percentage of voting power either
directly or through subsidiaries as at
31.03.2009 31.03.2008
Glass Equipment (India) Ltd. 100.00 100.00
Quality Minerals Ltd. 99.73 99.73

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.

e) Other Significant Accounting Policies


I. Accounting Convention
The accounts, except in respect of certain Fixed Assets, which are stated at fair value or revalued amounts, have been prepared
on the basis of the historical cost and on the accounting principles of a going concern. The accounts have been prepared in
accordance with the provisions of the Companies Act, 1956 and Accounting Standards as notified vide Companies (Accounting
Standards) Rules, 2006.

II. 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.

III. 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.

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IV. Depreciation and Amortisation
Tangible Assets
i. Depreciation except otherwise stated has been provided at the rates specified under Schedule XIV to the Companies Act,
1956 on assets installed/acquired up to March 31, 1990 on written down value method and in respect of additions thereafter
on straight line method.
ii. Certain Plant and Machinery have been considered as continuous process plant as defined under Schedule XIV to the
Companies Act, 1956 on the basis of technical evaluation.
iii. Depreciation on increase in value of Fixed Assets due to revaluation is provided on the basis of remaining useful life as
estimated by the valuer on the straight line method and is transferred from Revaluation Reserve to Profit and Loss Account.
iv. Depreciation on incremental cost arising on account of exchange difference is amortised over the remaining life of the
assets.
v. Second hand machines are depreciated based on their useful lives as estimated by independent technical experts.

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.

VIII. Foreign Exchange Transactions and Derivatives


Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign
currency monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon
and also on the exchange differences on settlement of the foreign currency transaction during the year are recognised as
income or expenses in the Profit and Loss Account.
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.

IX. Revenue Recognition


i) All Expenses and Incomes are accounted for on mercantile basis except otherwise stated.

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Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
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.

X. CENVAT / Value Added Tax (VAT) Credit


Cenvat / VAT credit whenever availed on Fixed Assets is set off with the cost of the assets. Other Cenvat / VAT credit wherever
availed is adjusted with the cost of purchases of Raw Material or Stores as the case may be.

XI. 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 define 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.

XII. Research and Development


Revenue Expenditure on Research and Development is charged to the Profit and Loss Account in the year in which it is incurred.

XIII. Subsidies and Grants


Cash Subsidy related to Fixed Assets to the extent received is adjusted to the cost of respective fixed assets. Subsidy related to
the total investment in the project is treated as Capital Reserve. Other Government grants including incentives etc. are credited
to Profit and Loss Account or deducted from the related expenses.

XIV. Borrowing Cost


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.

XV. 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 has 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.

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.

XVII. Provision, Contingent Liabilities and Contingent Assets


Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor
disclosed in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.

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Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
NOTES ON ACCOUNTS (Rs in lacs)
2008-09 2007-08
2) Contingent liabilities not provided for
a) Outstanding Bank Guarantees / Letter of Credit 6410.93 1384.86
b) Income Tax matter in respect of erstwhile AGCL under dispute 5.87 9.28
c) Sales Tax matter under appeals 216.88 214.25
d) Excise Duty and Octroi demand issued against which the Company has preferred appeals
and which in the opinion of the management are not tenable. 1639.10 1703.25
e) Cases pending with labour courts (to the extent ascertainable) 544.44 549.60
f) Claim for increased price of land acquired at Bahadurgarh by the then Punjab Government
and given to the Company against which the claimants have preferred an appeal in the
Supreme Court against the order of the High Court. 0.30 0.30
g) Amount of duty against Export Obligation in respect of exemption availed against
Advance License Scheme. 19.19 4.32
h) Other Claims against the Company not acknowledged as debt. 110.54 26.10
i) Corporate Guarantee to bank/ Government authorities given on behalf of Somany Foam
Limited. 3235.00 3235.00
j) Counter Guarantee furnished to Government and other authorities on behalf of Glass
Equipment (India) Ltd. (Subsidiary Company) – 381.00
k) Surety given to Sales Tax department. 50.00 50.75
Notes :
On the basis of current status of individual cases and as per the legal advice obtained, wherever
applicable the management is of the view that no provision is required in respect of these cases.
Further Cash outflow in respect of item no. b) to h) as mentioned above is dependent upon
outcome of final judgment/decision.
3) In respect of Neemrana Plant a notice has been received from Civil Court filed by the creditors Nil Nil
of Haryana Sheet Glass Limited demanding their outstanding payments and stating that plant
can not be transferred unless their dues are paid. However, the matter is under dispute/litigation.
4) Capital commitments (Net of advance of Rs 1319.85 lacs previous year Rs 362.51 lacs) 10432.75 1222.37
5) Capital work in progress includes pre-operative expenses pending allocation.
a) Salary and Wages Nil 23.99
b) Power and Fuel 11.24 23.02
c) Miscellaneous expenses 150.80 31.21
d) Interest on Term Loan 180.16 239.25
Add: Brought Forward from previous year 413.97 163.97
Less: Capitalised 756.17 67.47
Total Carried Forward Nil 413.97

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

128 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
(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) a) 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.
b) Plant and Machinery of GEIL unit were revalued by an approved valuer on March 31, 419.61 499.96
2008 by using residual replacement value method. Accordingly, net amount
transferred to Revaluation Reserve Account.
iii) Depreciation transferred from Revaluation Reserve Account to Profit and Loss Account. 306.68 281.21

8) Miscellaneous Expenses include


2008-09 2007-08
a) Payment to Statutory Auditors *
i) Audit Fees 5.38 9.38
ii) Tax Audit Fees 1.68 1.60
iii) Management Services and Certification work 5.30 2.00
iv) Reimbursement of Expenses 0.56 0.73
b) Payment to Branch Auditors *
i) Audit Fees 4.00 Nil
ii) Management Services and Certification work 2.31 Nil
iii) Reimbursement of Expenses 2.99 Nil
* excluding Service Tax
2008-09 2007-08
9) Sundry Creditor include acceptances 4388.48 392.14

10) Earning per share


2008-09 2007-08
Profit after Tax (Rs in lacs) 10818.18 16038.10
Number of shares outstanding 17467713 17467713
Earning per share (Basic) (Rs) 60.90 91.82
11) Financial and Derivative Instruments:
a) The Company had entered into certain derivative transactions, the cash flows arising therefrom being recognised in the books of
account as and when the settlements took place in accordance with the terms of the respective contracts over the tenure thereof.
However, in pursuance of announcement dated March 29, 2008 of “The Institute of Chartered Accountants of India” on “Accounting
for derivatives” and as a matter of prudence:
i) mark to market loss on account of derivative transaction as on March 31, 2009 estimated to be Rs 510.46 lacs out of which
Rs 313.94 lacs has been provided in previous year and balance has been accounted during current year.
ii) in respect of another derivative contract in respect of which the claim raised was at Rs 404.18 lacs as on March 31, 2008 has
ceased to exist on November 19, 2008 and Knock Out intimation has since been received during the year. The Claim raised on
the Company interalia including on account of daily range accrual as on March 31, 2009 estimated to be Rs 1636.53 lacs
including interest has been provided for during the year.
The matters are subjudice and the Company has been legally advised that these contracts are void ab- initio.
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

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Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
(Rs in lacs)
2008-09 2007-08
12) a) Electricity duty waiver benefit under State Incentive Schemes and subsidy received under 108.76 81.78
State Incentive has been credited to Power and Fuel Account.
b) Interest subsidy towards Interest on Term Loan receivable under State Investment 75.21 Nil
Promotion Policy has been adjusted with Interest on Term Loan paid.
c) Amount included in VAT Credit Inputs Account shown under Loans and Advances can 515.23 411.40
be utilised only after repayment of corresponding amount of Sales Tax Deferred Loan. The
balance amount of Rs 78.62 lacs (previous year Rs 201.84 lacs) is available for utilisation.

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:

Employer’s Contribution to Provident Fund 217.26


Employer’s Contribution to Pension Fund 245.41
Employer’s Contribution to Superannuation Fund 16.29

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

130 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
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 of 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: (Rs in lacs)
Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Liability at beginning of the year 710.07 726.88 203.47
Current Service Cost 60.05 66.83 27.46
Interest Cost 50.76 57.78 17.06
Actuarial (Gain) / Loss 61.81 (98.01) 31.03
Benefits paid 66.54 (35.86) 2.07
Liability at the end of the year 816.14 717.61 252.19

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

IV. Balance Sheet Reconciliation


Gratuity Gratuity Leave Encashment
Funded Unfunded Unfunded
Opening Net Liability 25.13 726.88 203.47
Expenses as above 171.35 26.59 75.54
Employers Contribution 45.87 35.86 26.81
Amount Recognised in Balance Sheet 742.86 717.61 252.19

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.

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Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
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.

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.

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Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
24) Related Party Disclosures as identified by the management in accordance with the Accounting Standard – 18.
A) Associate
i) HNG Float Glass Limited
B) Directors and Relatives
i) Mr C. K. Somany – Key Management Personnel
ii) Mr Sanjay Somany – Key Management Personnel
iii) Mr Mukul Somany – Key Management Personnel
iv) Mrs Amita Somany – Key Management Personnel
v) Mr Bharat Somany – Relative of Key Management Personnel
vi) Mr R. R. Soni – Key Management Personnel (with effect from October 27, 2008)
C) Enterprises over which any person described in [B (i) to (v)] above is able to exercise significant influence and with whom the
Company has transactions during the year.
i) AMCL Machinery Limited
ii) Ceramic Decorators Limited
iii) Microwave Merchants Private Limited
iv) Mould Equipment
v) Noble Enclave and Towers Private Limited
vi) Somany Foam Limited
vii) Topaz Commerce Limited
Disclosure of transactions between the Group and Related parties and status of outstanding balances as on March 31, 2009
(Rs in lacs)
Current Year Previous year
Entities Entities
over which over which
Directors and Directors and
Directors and their relatives Directors and their relatives
Associate their relatives have influence Associate their relatives have influence
24(i) 24(ii) 24(iii) 24(i) 24(ii) 24(iii)
Income
Sales of Goods 46.06 3.21
Sales of Fixed Assets 0.42 1.05
Rent Received 27.97 13.20
Interest Received 400.46 47.27
Services Given 0.47 265.14
Expenses
Purchases 2.51 14.56 25.59
Purchase of Assets 1.33
Services Taken 301.14
Remuneration Paid 326.80 271.27
Sitting Fees Paid 0.16 0.01
Interest Paid 38.86 9.84
Purchase of Investments 0.27 4.73
Borrowings and Lendings
Lendings 4500.00
Borrowings 1501.70 64.00
Guarantee/Corporate Guarantee:
Given 3235.00 3235.00
Outstandings
Receivables* 3135.78 4528.88
Payables 28.65 9.47 83.66

* 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.

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Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
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.

25) Segment Information


a) Segments have been identified by the Company in line with the Accounting Standard on Segment Reporting (AS-17), taking into
account the organisational structure as well as the different risk and returns of these segments. Details of these segments are as
Glass Container - Manufacturing and selling of Glass Bottles and Tumblers.
Glass Machines - Manufacturing and selling of Glass Forming Machines, Spares and providing related services.
Minerals - Purchase, Processing and sale of Silica Sand and Feldspar.
(Rs in lacs)
Reportable Segments Glass Containers Glass Machines Minerals Eliminations Total
2008-09 2007-08 2008- 09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
I REVENUE
External Sales/services 131103.59 102129.69 1952.57 782.90 133056.16 102912.59
Inter-segment sales/services 646.68 1008.03 262.66 237.06 (909.34) (1245.09)
Total Revenue 131103.59 102129.69 2599.25 1790.93 262.66 237.06 133056.16 102912.59
II RESULT
Segment result 16026.14 13924.75 437.97 228.15 22.87 9.14 (257.02) (164.83) 16229.96 13997.21
Other expenses net of
unallocable income 387.56 (486.90)
Operating profit 15842.40 14484.11
Interest expenses (4376.39) (2371.90)
Interest income 505.32 79.74
Profit from ordinary activities 11971.33 12191.95
Net profit 11971.33 12191.95
Income Tax-Current (153.48) (167.47)
Income Tax-Deferred 6.99 2683.19
Income Tax-Fringe Benefit Tax (51.64) (38.20)
MAT Credit (955.00) 1367.57
Profit after tax 10818.20 16037.04
III OTHER INFORMATION
Segment assets 154783.55 132832.81 2782.39 2521.05 95.05 101.37 (1483.35) (1100.24) 156177.64 134354.99
Unallocated corporate assets (130.20) (130.20) 19672.14 16388.36
Total assets 175849.78 150743.35
Segment liabilities 67726.54 54086.50 654.59 896.13 16.43 49.46 (842.63) (715.29) 67554.93 54316.80
Unallocated corporate liabilities (65.00) (65.00) 12372.54 8436.62
Total liabilities 79927.47 62753.42
Capital expenditure 14446.01 20659.67 44.52 539.93 (262.54) (128.25) 14227.99 21071.35
Depreciation 7698.06 7012.76 158.24 84.11 0.18 0.20 (5.52) (6.63) 7850.96 7090.44

134 | Hindusthan National Glass & Industries Limited


Schedules forming part of the Consolidated Accounts
Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)
26) Adjustment made in Reserve and Surplus Account (Rs in lacs)
2008-09 2007-08
a) 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 7200.00 15000.00
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 83.19
Less: Minority Interest 0.47 0.56
Total 7199.53 43034.67
b) Revaluation Reserve Account
Add: Adjustment during the year 2.78 8054.76
Less: Transfer to Profit and Loss Account 306.68 281.21
Less : Adjustment on account of sale/ discard of assets 1.47 60.75
Total (305.37) 7712.80
c) Debenture Redemption Reserve Account
Add: Transfer from Profit & 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

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

H. K. Verma Priya Ranjan Nirmal Khanna


Partner Company Secretary Sr. Vice President and
Kolkata Chief Financial Officer
June 20, 2009

Hindusthan National Glass & Industries Limited | 135


136 | Hindusthan National Glass & Industries Limited

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