Nirma Ltd Director Report
BSE:500308 | NSE:NIRMAEQ | IND:Others | ISIN code:INE091A01029 | SECT:General
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You can view full text of the Director's Report for Nirma Ltd.
Director Report
To The Members,
The Directors are pleased to present the 33rd Annual Report together
with Audited Accounts of the Company for the 6 months period ended
March 31, 2013. The highlights of fnancial performance of your Company
are as under:
(Rs.in crore)
Consolidated Standalone
2012-13 2011-12 2012-13 2011-12
(6 Months)(18 Months)(6 Months)(18 Months)
Revenue from
Operations (gross) 4399 8586 2458 6828
Operating Proft (EBITDA) 612 1193 460 964
Less: (i) Finance Cost 90 202 74 190
(ii) Depreciation and 207 481 140 426
Amortization Expense
Proft Before Exceptional
Items and Tax 315 510 246 348
Less: (i) Exceptional Items Nil (2) Nil (2)
(ii) Tax Expenses 100 104 69 55
(iii) Tax expense relating
to prior years 3 356 3 356
Proft / (Loss) for the period 212 51 174 (61)
DIVIDEND
In view of the requirements of funds for the operational purposes and
for ongoing projects in the Company as well in the subsidiary, your
directors have decided to conserve Company''s financial resources and
therefore do not recommend a dividend for the period ended March 31,
2013. No amount has been transferred to the General Reserve; however Rs.
38.56 crore has been transferred to Debenture Redemption Reserve for
the referred period.
FINANCE
Your Company continues to effciently manage its resources to achieve
cost effectiveness and maintains its fnancial risk profle over the
medium term backed by the healthy cash generation. Nirma''s admirable
credit profle is refected in its relationship with all the lenders. To
meet additional working capital requirements, your company has enhanced
its credit limits from the existing Rs. 1000 crore to Rs. 1400 crore in May
2013. Additionally Rs. 300 crore were raised through issue of Rated,
Secured, Unlisted, Redeemable, Non-Convertible, Non-Cumulative Taxable
Debentures on private placement basis for general corporate purpose. As
on March 31, 2013, Company''s total debt was at Rs. 1831.20 crore while
gross debt to equity ratio including short term and long term debt was
0.62.
BUSINESS OVERVIEW
The financial year under review was for the period of 6 months
commencing from October 1, 2012 to March 31, 2013 as against 18 months
of the previous year. Consequently the figures for current financial
period are not comparable with those of the previous period.
Overview
The economic growth in FY 2012-13 declined across almost all the
sectors mainly on account of high inflation, wide fiscal deficit and
unfavourable interest rate. The performance of your company is
particularly noteworthy when view in backdrop of an extremely
challenging business environment and competition.
On consolidated basis, your Company achieved Gross Revenue from
Operations of Rs. 4399 crore for the six months period ended March 31,
2013. The consolidated revenue mainly derives from Soaps & Surfactants,
Process Minerals and Pharma. The earning before finance cost, taxes,
depreciation and amortization (EBITDA) for the period stood at Rs. 612
crore. Your Company registered a net profit after tax of Rs. 212 crore
registering a creditable growth over the previous period despite the
major cost elements of the Company continued their upward movement in
the line with relatively stagnant economy and volatile foreign exchange
rates.
On standalone basis, your Company recorded Gross Revenue from
Operations of Rs. 2458 crore for the six months period March 31, 2013
registering a moderate increase over the previous period on annualized
basis. The earning before finance cost, depreciation and amortization
expense (EBITDA) was at Rs. 460 crore registering growth of nearly 43%
over the previous period on annualized basis. The total operating
expenses including finance cost was at Rs. 2143 crore. As a percentage of
gross sale, it was 87%. Your Company registered net profit of Rs. 174
crore for the six months period under review. The networth of the
Company stood at Rs. 2953 crore as of March 31, 2013.
SHARE CAPITAL
During the period under review, your Company has issued and allotted
247080232 6% Redeemable Non Cumulative Non Convertible Preference
Shares of Rs. 1/- each fully paid up to the equity shareholders of
Saurashtra Chemicals Ltd (SCL) in the ratio of 1 (one) Preference Share
of Rs. 1/- each against 1 (one) equity share of Rs. 1/- each consequent
upon the amalgamation of SCL with the Company.
The Board of Directors has on May 13, 2013 approved the proposal for
reduction of equity share capital held by non-promoter shareholders at
a price of Rs. 225/- per equity share. The reduction of equity shares is
subject to the approval of members, the Hon''ble High court of Gujarat
and such other approval as may be required.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, no amount was required to be
transferred to Investor Education and Protection Fund established by
the Central Government, in compliance with Section 205(c) of the
Companies Act, 1956.
DIRECTORS
Shri Rajendra D. Shah, Shri Rakesh K. Patel and Shri Pankaj R. Patel,
Directors of the Company, are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, have offered
themselves for re-appointment.
Shri Shailesh V. Sonara was appointed as an Additional Director on the
Board of the Company on June 10, 2013. He has also been appointed as
Whole time Director designated as Director (Environment and Safety)
w.e.f. July 1, 2013 for the period of 5 years. The resolution seeking
his appointment as Director and the Whole time Director will be
incorporated in Notice of ensuing Annual General Meeting for approval
of Members. Your directors recommend their appointments. As per section
274(1)(g) of the Companies Act, 1956, none of the directors are
disqualifed from being appointed/re-appointed as director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confrmed that:
(i) in the preparation of the annual accounts for the fnancial year
ended March 31, 2013, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the Proft of the Company for
the year ended on that date;
(iii) the directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors had prepared the annual accounts of the Company on
going concern basis.
SUBSIDIARY COMPANIES
Siddhi Vinayak Cement Private Limited, Karnavati Holdings Inc., Searles
Valley Minerals Inc., Searles Domestic Water Company LLC, Trona Railway
Company LLC, Searles Valley Minerals Europe and Nirlife Mexico SA de CV
continued to be subsidiaries of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements prepared in accordance with
Accounting Standard prescribed by the Institute of Chartered
Accountants of India, for the six months period ended March 31, 2013,
is enclosed with this report. The Ministry of the Corporate Affairs
vide Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted
General Exemption from complying with the provision of Section 212 of
the Companies Act, 1956. The key fnancial information of the
subsidiaries has been disclosed in a brief abstract forming part of
this Annual Report.
AUDIT COMMITTEE
Audit Committee consists of Shri Rajendra D. Shah, Chairman, Shri
Kaushikbhai N. Patel and Shri Rakesh K. Patel. The role of Audit
Committee is in conformity with the requirements of Section 292A of the
Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Particulars of the employees required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, are not given, as none of the employee is
qualifed for such disclosure.
DEPOSITS
There is no outstanding towards unclaimed deposit as on March 31, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required u/s 217(1)(e) of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is
annexed hereto and forms part of this Report.
AUDITOR & AUDITOR''S REPORT
M/s. Hemanshu Shah & Co., Chartered Accountants, Ahmedabad, the
Auditor, hold offce until the conclusion of the forthcoming Annual
General Meeting. They have confrmed that their re-appointment if made,
would be within the limits prescribed u/s 224(1B) of the Companies Act,
1956. Notes forming part of Accounts, which are specifcally referred to
by the Auditor in their report are self-explanatory and therefore, do
not call for any further comments.
RE-APPOINTMENT OF COST AUDITOR
Shri Bhalchandra C. Desai has been appointed as the Cost Auditor for
products covered under cost audit for fnancial year 2013-14.
INSURANCE
Assets of the Company are adequately insured.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to all the stakeholders including government authorities and
lenders for their continued guidance and support. Your Directors also
appreciate the efforts made by the each of the employee of the Company
for their committed and dedicated efforts in achieving vision of the
Company.
For and on behalf of the Board
Place : Ahmedabad Dr. K.K. Patel
Date : June 28, 2013 Chairman
The Directors are pleased to present the 33rd Annual Report together
with Audited Accounts of the Company for the 6 months period ended
March 31, 2013. The highlights of fnancial performance of your Company
are as under:
(Rs.in crore)
Consolidated Standalone
2012-13 2011-12 2012-13 2011-12
(6 Months)(18 Months)(6 Months)(18 Months)
Revenue from
Operations (gross) 4399 8586 2458 6828
Operating Proft (EBITDA) 612 1193 460 964
Less: (i) Finance Cost 90 202 74 190
(ii) Depreciation and 207 481 140 426
Amortization Expense
Proft Before Exceptional
Items and Tax 315 510 246 348
Less: (i) Exceptional Items Nil (2) Nil (2)
(ii) Tax Expenses 100 104 69 55
(iii) Tax expense relating
to prior years 3 356 3 356
Proft / (Loss) for the period 212 51 174 (61)
DIVIDEND
In view of the requirements of funds for the operational purposes and
for ongoing projects in the Company as well in the subsidiary, your
directors have decided to conserve Company''s financial resources and
therefore do not recommend a dividend for the period ended March 31,
2013. No amount has been transferred to the General Reserve; however Rs.
38.56 crore has been transferred to Debenture Redemption Reserve for
the referred period.
FINANCE
Your Company continues to effciently manage its resources to achieve
cost effectiveness and maintains its fnancial risk profle over the
medium term backed by the healthy cash generation. Nirma''s admirable
credit profle is refected in its relationship with all the lenders. To
meet additional working capital requirements, your company has enhanced
its credit limits from the existing Rs. 1000 crore to Rs. 1400 crore in May
2013. Additionally Rs. 300 crore were raised through issue of Rated,
Secured, Unlisted, Redeemable, Non-Convertible, Non-Cumulative Taxable
Debentures on private placement basis for general corporate purpose. As
on March 31, 2013, Company''s total debt was at Rs. 1831.20 crore while
gross debt to equity ratio including short term and long term debt was
0.62.
BUSINESS OVERVIEW
The financial year under review was for the period of 6 months
commencing from October 1, 2012 to March 31, 2013 as against 18 months
of the previous year. Consequently the figures for current financial
period are not comparable with those of the previous period.
Overview
The economic growth in FY 2012-13 declined across almost all the
sectors mainly on account of high inflation, wide fiscal deficit and
unfavourable interest rate. The performance of your company is
particularly noteworthy when view in backdrop of an extremely
challenging business environment and competition.
On consolidated basis, your Company achieved Gross Revenue from
Operations of Rs. 4399 crore for the six months period ended March 31,
2013. The consolidated revenue mainly derives from Soaps & Surfactants,
Process Minerals and Pharma. The earning before finance cost, taxes,
depreciation and amortization (EBITDA) for the period stood at Rs. 612
crore. Your Company registered a net profit after tax of Rs. 212 crore
registering a creditable growth over the previous period despite the
major cost elements of the Company continued their upward movement in
the line with relatively stagnant economy and volatile foreign exchange
rates.
On standalone basis, your Company recorded Gross Revenue from
Operations of Rs. 2458 crore for the six months period March 31, 2013
registering a moderate increase over the previous period on annualized
basis. The earning before finance cost, depreciation and amortization
expense (EBITDA) was at Rs. 460 crore registering growth of nearly 43%
over the previous period on annualized basis. The total operating
expenses including finance cost was at Rs. 2143 crore. As a percentage of
gross sale, it was 87%. Your Company registered net profit of Rs. 174
crore for the six months period under review. The networth of the
Company stood at Rs. 2953 crore as of March 31, 2013.
SHARE CAPITAL
During the period under review, your Company has issued and allotted
247080232 6% Redeemable Non Cumulative Non Convertible Preference
Shares of Rs. 1/- each fully paid up to the equity shareholders of
Saurashtra Chemicals Ltd (SCL) in the ratio of 1 (one) Preference Share
of Rs. 1/- each against 1 (one) equity share of Rs. 1/- each consequent
upon the amalgamation of SCL with the Company.
The Board of Directors has on May 13, 2013 approved the proposal for
reduction of equity share capital held by non-promoter shareholders at
a price of Rs. 225/- per equity share. The reduction of equity shares is
subject to the approval of members, the Hon''ble High court of Gujarat
and such other approval as may be required.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, no amount was required to be
transferred to Investor Education and Protection Fund established by
the Central Government, in compliance with Section 205(c) of the
Companies Act, 1956.
DIRECTORS
Shri Rajendra D. Shah, Shri Rakesh K. Patel and Shri Pankaj R. Patel,
Directors of the Company, are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, have offered
themselves for re-appointment.
Shri Shailesh V. Sonara was appointed as an Additional Director on the
Board of the Company on June 10, 2013. He has also been appointed as
Whole time Director designated as Director (Environment and Safety)
w.e.f. July 1, 2013 for the period of 5 years. The resolution seeking
his appointment as Director and the Whole time Director will be
incorporated in Notice of ensuing Annual General Meeting for approval
of Members. Your directors recommend their appointments. As per section
274(1)(g) of the Companies Act, 1956, none of the directors are
disqualifed from being appointed/re-appointed as director.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confrmed that:
(i) in the preparation of the annual accounts for the fnancial year
ended March 31, 2013, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the Proft of the Company for
the year ended on that date;
(iii) the directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors had prepared the annual accounts of the Company on
going concern basis.
SUBSIDIARY COMPANIES
Siddhi Vinayak Cement Private Limited, Karnavati Holdings Inc., Searles
Valley Minerals Inc., Searles Domestic Water Company LLC, Trona Railway
Company LLC, Searles Valley Minerals Europe and Nirlife Mexico SA de CV
continued to be subsidiaries of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements prepared in accordance with
Accounting Standard prescribed by the Institute of Chartered
Accountants of India, for the six months period ended March 31, 2013,
is enclosed with this report. The Ministry of the Corporate Affairs
vide Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted
General Exemption from complying with the provision of Section 212 of
the Companies Act, 1956. The key fnancial information of the
subsidiaries has been disclosed in a brief abstract forming part of
this Annual Report.
AUDIT COMMITTEE
Audit Committee consists of Shri Rajendra D. Shah, Chairman, Shri
Kaushikbhai N. Patel and Shri Rakesh K. Patel. The role of Audit
Committee is in conformity with the requirements of Section 292A of the
Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Particulars of the employees required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, are not given, as none of the employee is
qualifed for such disclosure.
DEPOSITS
There is no outstanding towards unclaimed deposit as on March 31, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required u/s 217(1)(e) of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988, relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is
annexed hereto and forms part of this Report.
AUDITOR & AUDITOR''S REPORT
M/s. Hemanshu Shah & Co., Chartered Accountants, Ahmedabad, the
Auditor, hold offce until the conclusion of the forthcoming Annual
General Meeting. They have confrmed that their re-appointment if made,
would be within the limits prescribed u/s 224(1B) of the Companies Act,
1956. Notes forming part of Accounts, which are specifcally referred to
by the Auditor in their report are self-explanatory and therefore, do
not call for any further comments.
RE-APPOINTMENT OF COST AUDITOR
Shri Bhalchandra C. Desai has been appointed as the Cost Auditor for
products covered under cost audit for fnancial year 2013-14.
INSURANCE
Assets of the Company are adequately insured.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of
gratitude to all the stakeholders including government authorities and
lenders for their continued guidance and support. Your Directors also
appreciate the efforts made by the each of the employee of the Company
for their committed and dedicated efforts in achieving vision of the
Company.
For and on behalf of the Board
Place : Ahmedabad Dr. K.K. Patel
Date : June 28, 2013 Chairman
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Stock Summary
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Half Yearly Results
Capital Structure
Chairman's Speech
Company History
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Cash Flow Statement
Half Yearly Results
Capital Structure
Chairman's Speech
Company History
Locations
Dividends
Splits
Competitors
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