Escolar Documentos
Profissional Documentos
Cultura Documentos
2 Notice
8 Board of Directors
11 Our Businesses
12 Core Values
13 Financial Highlights
24 Directors’ Report
37 Financial Statements
Corporate Information
Registered Office DCM Shriram Consolidated Limited
6th Floor, Kanchenjunga Building,
18, Barakhamba Road,
New Delhi – 110 001.
Tel. No. : (91) 11-23316801
Fax No. : (91) 11-23318072
E.mail : dscl@dscl.com
Bankers Punjab National Bank
State Bank of India
Bank of Baroda
Oriental Bank of Commerce
HDFC Bank Limited
Auditors M/s. Deloitte Haskins & Sells,
Gurgaon (Haryana)
Notice is hereby given that the Twentieth Annual General Meeting of DCM Shriram Consolidated Limited will be
held on Tuesday, 11th August, 2009 at 10.00 A.M. at Air Force Auditorium, Subroto Park, New Delhi to transact
the following business:
Ordinary Business:
1. To consider and adopt the Directors' Report, the audited Balance Sheet of the Company as at 31st March,
2009 and the Profit and Loss Account for the year ended on that date.
2. To declare dividend on Equity Shares.
3. To appoint a Director in place of Shri Vimal Bhandari, who retires by rotation and being eligible offers himself
for re-appointment.
4. To appoint a Director in place of Shri Sunil Kant Munjal, who retires by rotation and being eligible offers himself
for re-appointment.
5. To appoint a Director in place of Shri D. Sengupta, who retires by rotation and being eligible offers himself for
re-appointment.
6. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company and
to fix their remuneration.
Special Business:
7. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary
Resolution:
”Resolved that pursuant to Section 293(1)(a) and other applicable provisions, if any, of the Companies Act,
1956 and subject to such consents and approvals as may be necessary, the Board of Directors of the Company
or a duly constituted Committee thereof (hereinafter referred to as the Board of Directors) be and is hereby
authorised to mortgage and/or charge all or any of the present and future movable and immovable properties
of the Company, situated at Swatantra Bharat Mills, Tonk (Rajasthan), DSCL Sugar - Hariawan, Distt. Hardoi
(U.P.), DSCL Sugar - Rupapur, Distt. Hardoi (U.P.), Shriram Fertilisers & Chemicals Complex at Kota (Rajasthan)
and Shriram Alkali & Chemicals, Bharuch (Gujarat), units of the Company, together with all buildings and
structures thereon and all plants and machinery attached to the earth, both present and future, and the whole
of the undertaking of the Company relating to the said units together with the power in favour of the lender(s)
to take over the management of the business and concern and/or undertaking of the Company relating to the
aforesaid units, mortgaged to them as per details given hereunder, in certain events of default for the purpose
of securing the financial assistance from the respective lenders as mentioned below:
a) On Company’s property situated at Swatantra Bharat Mills, Tonk
Lender Financial Assistance
As and by way of First Charge on the Plant, Machinery, Land and Building
- Punjab National Bank Rs.13.72 crores
b) On Company’s property situated at DSCL Sugar - Hariawan
Lender
As and by way of Exclusive Second Charge on the Movable and
Immovable properties
- Government of India, Ministry of Consumer Affairs, Rs. 17.42 crores
Food & Public Distribution
Department of Food & Public Distribution
c) On Company’s property situated at DSCL Sugar - Rupapur
Lender Financial Assistance
As and by way of Exclusive Second Charge on the Movable and
Immovable properties
- Government of India, Ministry of Consumer Affairs, Rs. 16.75 crores
Food & Public Distribution
Department of Food & Public Distribution
DSCL ANNUAL REPORT ‘08-’09 2
d) On Company’s property situated at Kota, Rajasthan
Lender
As and by way of First ranking pari passu Charge on the Movable assets
and Immoveable assets excluding Current assets and Second ranking charge
on Current assets subject to first ranking security interest in favour of the
Working Capital Lenders
- International Finance Corporation, D.C., Washington Rs. 124.59 crores
(Equivalent to USD 25 million)
e) On Company’s property situated at Bharuch, Gujarat
Lender
As and by way of First ranking pari passu Charge on the Movable assets
and Immoveable assets excluding Current assets and Second ranking charge
on Current assets subject to first ranking security interest in favour of the
Working Capital Lenders
- International Finance Corporation, D.C., Washington Rs. 124.59 crores
(Equivalent to USD 25 million)
together with interest, compound interest, additional interest, further interest, liquidated damages, commitment
charges, premia on prepayment, costs, charges, expenses and all other monies including any increase/decrease
as a result of devaluation/revaluation/ fluctuation in the rates of exchange of foreign currency involved payable
by the Company and that such mortgage(s)/charge(s), other than those at (b) and (c) above, shall rank pari passu
with similar mortgage(s) and charge(s) created/to be created by the Company to secure the financial facilities/
borrowings availed or to be availed by the Company from Financial Institution(s)/ Bank(s)/Body(ies) Corporate.
Resolved further that the mortgage(s)/charge(s) created or to be created and/or all Agreements/Documents
executed or to be executed and all acts done or to be done in terms of the above Resolution by and with the
authority of the Board of Directors be and are hereby ratified and confirmed.
Resolved further that the Board of Directors be and is hereby authorised to finalise the documents to secure
the facilities/borrowings as aforesaid and to do all such acts, deeds, matters and things as may be necessary,
desirable, expedient for implementing the above Resolution and to resolve any question or difficulty which may
arise in relation thereto, or otherwise considered by the Board of Directors to be in the best interest of the
Company.”
8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special
Resolution:
“Resolved that pursuant to Section 163 and other applicable provisions of the Companies Act, 1956, consent
of the Company be and is hereby accorded for maintaining the statutory records viz. Register of Members &
Debenture holders, Index of Members & Debenture holders, Register of Share Transfers & Debentures and
copies of the Annual Returns with M/s. MCS Limited at their new address at F-65, 1st Floor, Okhla Industrial
Area, Phase – I, New Delhi – 110 020.”
EXPLANATORY STATEMENT
(Pursuant to Section 173(2) of the Companies Act, 1956)
ITEM NO. 7
The Company has availed/proposes to avail financial assistance from Punjab National Bank, Government of India, Ministry of
Consumer Affairs, Food & Public Distribution, Department of Food & Public Distribution and International Finance Corporation,
Washington D.C. as detailed in the Resolution. The terms and conditions for availing the said financial assistance, inter-alia,
provide for creation of security by way of mortgage/charge on immovable properties and by way of hypothecation of movable
assets of the Company, as detailed in the resolution to respective lenders, situated at Swatantra Bharat Mills, Tonk (Rajasthan),
DSCL Sugar, Hariawan, District Hardoi (U.P.), DSCL Sugar, Rupapur, District Hardoi (U.P.), Shriram Fertilisers & Chemicals
Complex at Kota (Rajasthan) and Shriram Alkali & Chemicals at Bharuch (Gujarat) in the manner desired by the lenders and
agreed to by the Company. The creation of mortgage/charge requires approval of the Members under Section 293(1)(a) of the
Companies Act, 1956.
None of the Directors is concerned or interested in the Resolution.
ITEM NO. 8
M/s. MCS Limited, Registrar and Transfer Agent for shares, debentures, etc. of the Company (both in physical and demat form)
has shifted its office from Srivenkatesh Bhavan, W-40, Okhla Industrial Area, Phase – II, New Delhi – 110 020 to F-65, 1st
Floor, Okhla Industrial Area, Phase I, New Delhi - 110 020. The statutory records mentioned in the resolution are now being
maintained in their new Office.
Under Section 163 of the Companies Act, 1956, approval of the Members is required to keep statutory records at a place other
than Registered Office of the Company.
None of the Directors is concerned or interested in the Resolution.
Expanding Agri-rural
presence,
strengthening integration
and swing capabilities in
Chloro-Vinyl to deliver
sustained growth and
superior value
Dear Friends,
We are pleased to report that your Company recorded improved performance even in a challenging macro-
environment. Strong presence in diverse sectors – agri-rural businesses and Chloro-Vinyl businesses – with multiple
revenue streams and swing capabilities enabled us to optimise earnings and face the volatility much better.
Your company has continuously invested in its businesses to build a solid and secure operating base. Being
amongst the lowest cost producers and integrating into value added products have been the constant drivers of
our efforts over the last few years. These efforts have resulted in your company:-
• Setting up ~
— 275 MW of power generating capacity with multiple uses (including sale) which strengthens our
competitiveness and helps to optimize the earnings per unit of Power.
• Building robust Agri-inputs portfolio of value added products based on strong research and intensive agri -
extension work with farmers.
• Strengthening the new businesses i.e 'Hariyali Kisaan Bazaar', 'Fenesta Building Systems' and 'Bioseed'.
These businesses exhibit strong potential for value growth:
• Hariyali, with over 300 outlets in 8 states, is the largest rural network of one stop destination for all needs
of the farmers and the rural households. It is aggressively enhancing its rural penetration with continuous
updation of its offerings. This would lead to high growth in revenue and margins going forward.
• ‘Bioseed’ with its strong research capabilities, has over the last decade built a prominent presence in
India, Vietnam and Philippines, and is now adding new markets. The research base has enabled a strong
product pipeline and has put this business on a high growth trajectory.
The Company’s commitment towards investing in its people resources has been strong. The employees, as always,
have demonstrated highest level of engagement in dealing with the challenges of a difficult year and have contributed
immensely towards strengthening of the Organization.
Highest standards of Corporate Governance are a strong focus in your company. We are continuously taking steps
to strengthen and update the same by adopting and institutionalizing the best practices with the help of experts.
As a responsible corporate citizen, we continue to pursue various initiatives relating to education, health,
infrastructure, farm income etc, which are aimed at improving the well being of society.
We would like to take this opportunity to thank all the members of the board, the employees, vendors, suppliers,
businesses associates, lenders and shareholders who have always supported our progress across varied businesses.
With their cooperation, we are confident of delivering superior value to all our stakeholders.
Shri Vikram S. Shriram, Vice Chairman & Managing Director, is a Director of the Company since 22.5.1990. He
graduated in Commerce with Honours from St. Xavier’s College, Calcutta and is a Member of The Institute of
Chartered Accountants of India. He is a Member of the Shareholders/Investors Grievance Committee of the
Company.
Shri Rajiv Sinha, Deputy Managing Director, is a Director of the Company since 1.11.1998. He joined the Company
in 1972 as a Management Trainee after graduating from IIT, Kanpur in Mechanical Engineering. Later, he attended
the Executive Development Programme at the Stanford University, U.S.A.
Shri Ajit S. Shriram, Director (Sugar), is a Director of the Company since 2.5.2001. He joined the Company in
1991 as an Executive after graduating in Commerce from Osmania University, Hyderabad. Later, he obtained an
M.B.A. Degree from the International Institute for Management Development, Switzerland.
Dr. N.J. Singh, Whole Time Director (EHS), is a Director of the Company since 20.11.2007. He joined the
Company in 1983 as Pollution Control Engineer. He holds M.Sc., Ph.D. Degrees and has been working as Chief
Executive, Shriram Environment & Allied Service and General Manager (Safety and Environment) with the Company
at Kota.
Dr. S.S. Baijal is a Non-Executive Director of the Company since 22.5.1990. He retired as the Chairman of ICI
Companies in India in 1987. He holds B.Sc., M.Sc., D. Phil Degrees. He is Chairman of the Board Audit Committee
and Member of the Shareholders/Investors Grievance Committee of the Company.
Shri Arun Bharat Ram is a Non-Executive Director of the Company since 22.5.1990. He is Chairman and Managing
Director of SRF Ltd. He graduated in Industrial Engineering from the University of Michigan, U.S.A. He is a Member
of the Board Audit Committee of the Company.
Shri Pradeep Dinodia is a Non-Executive Director of the Company since 18.7.1994. He graduated in Economics
with Honours from St. Stephens College, Delhi University and obtained his Law Degree from the same University.
He is a member of The Institute of Chartered Accountants of India. He is Chairman of the Shareholders/Investors
Grievance Committee and Member of the Board Audit Committee of the Company.
Shri Vimal Bhandari is a Non-Executive Director of the Company since 13.5.2003. He graduated in Commerce
from Sydenham College, University of Mumbai and is a Member of The Institute of Chartered Accountants of
India. He is currently serving as Country Head – India for AEGON N.V.
Shri Sunil Kant Munjal is a Non-Executive Director of the Company since 13.5.2003. He is Managing Director of
Hero Cycles Limited and Chairman cum Managing Director of Hero Management Service Limited and Chairman of
Hero Corporate Service Limited. He is a Commerce Graduate from Delhi University and has training in Mechanical
Engineering.
Shri D. Sengupta is a Non-Executive Director of the Company since 11.8.2003. He retired as Chairman of General
Insurance Corporation of India in June, 2002. He is a Bachelor of Science in Physics and holds Post Graduate
Diploma in Marketing from FMS, Delhi University. He is a Member of the Board Audit Committee of the Company.
Shri S.C. Bhargava, a nominee of Life Insurance Corporation of India (LIC), is a Non-Executive Director of the
Company since 11.8.2004. He retired as Executive Director (Investment) of LIC in July, 2005. He is a Commerce
Graduate from University of Mumbai and a Member of The Institute of Chartered Accountants of India.
DSCL ANNUAL REPORT ‘08-’09 9
04
Senior Executive Team
The Company is organized into strategic business units managed by professional managers. The DSCL management team
has a strong, credible image in the industry. The key Members of the DSCL group Executive Team are listed below:
Shri Ajay S. Shriram
Chairman & Senior Managing Director
Shri Vikram S. Shriram
Vice Chairman & Managing Director
Shri Rajiv Sinha
Deputy Managing Director
Shri Ajit S. Shriram
Director (Sugar Business)
Dr. N.J. Singh
Whole Time Director (EHS)
Shri S.D. Omchary
Chief Executive Director (Textiles & Real Estate Development)
Shri S.K. Agrawal
Senior Executive Director – Chemicals Business
Shri K.K. Kaul
Executive Director & Resident Head - Kota
Shri S. Radhakrishna
Executive Director – Sugar Business
Dr. G.C. Datta Roy
Chief Executive - Energy Business
Shri A.K. Awasthi
Chief Executive – Hydro Power
Shri Sovan Chakrabarty
President & Business Head - Agri Inputs
Shri Rajesh Gupta
President & Business Head – “Hariyali”
Shri J.K. Jain
Senior Vice President & CFO
Shri Rajat Mukerjei
Senior Vice President and SBU Head – Plastics
Shri Sandeep Mathur
Senior Vice President & Business Head – FenestaTM Building Systems
Shri Sushil Baveja
Head - Corporate HR
Dr. Gautam Mukhopadhyay
Senior Vice President & Business Head - Shriram PolyTech
Shri B.L. Sachdeva
Company Secretary
Subsidiaries
Dr. Sharad Sharma
President - Shriram Bioseed Genetics India Ltd.
Dr. Paresh Verma
Research Director - Bioseed Research India Pvt. Ltd.
Shri Sambit Satapathy
Country Head - Bioseed Vietnam Ltd.
Shri Rajeev V. Nayak
General Manager - Bioseed Research Philippines Inc.
1. Chloro-Vinyl business:
• Chemicals Business: This comprises of Caustic Soda (Lye and flakes), Chlorine (Liquid and Gaseous) and
associated chemicals including Hydrochloric acid, Stable Bleaching powder, Compressed Hydrogen and
Sodium Hypochlorite. The Company has two manufacturing facilities located at Kota (Rajasthan) and
Bharuch (Gujarat) with full captive power. It has increased the capacity of its chlor-alkali manufacturing
facility at Bharuch from 200 TPD to 440 TPD and also set up a 48 MW coal based power plant to
generate economical power at Bharuch.
• Plastics Business: This is highly integrated, covering manufacture of PVC resins and Calcium Carbide,
PVC Compounds and UPVC Fenesta Windows (a consumer product). The Company is able to capture
value at each stage of the entire value chain.
i. PVC Resin is fully integrated with captive production of acetylene, chlorine and coal based power,
located at Kota.
ii. PVC Compounds of which the Company is the largest manufacturer in the organised sector is backed
by an innovative Polymer Application Development Centre (iPAC) at Gurgaon, India.
iii. The Cement business, located at Kota is based on waste generated from the Calcium Carbide production
process.
iv. Fenesta Building Systems manufactures UPVC windows (Un-Plasticized PVC) and door systems under
the brand “Fenesta”. It offers complete solutions right from design, fabrication to installation at the
customer’s site.
2. Agri-Business:
i. Urea: The Company has the dual feed naphtha/LNG based urea plant with a capacity of 3.79 lakh T.P.A.,
located at its integrated manufacturing facility at Kota. It is currently operating on 100% LNG.
ii. Sugar: The Company’s sugar business comprises of 4 facilities with a combined capacity of 33,000 TCD
in Central U.P. and co-gen power capacity of 94.5 MW.
iii. Hariyali Kisaan Bazaar: These are ‘Rural Business Centres’ which are a one stop solution to the multiple
needs of the rural communities (both business and family needs). Currently there are 301 such outlets in
operation.
iv. The Agri-Inputs business: This business provides total agri-inputs to farmer community by offering a
range of fertilizers, micro-nutrients, hybrid seeds, pesticides etc. through its wide distribution network.
v. Seeds: The Company offers a range of hybrid seeds under the brand ‘Bioseed’ in the country through its
subsidiary Shriram Bioseed Genetics India Ltd. The Company also operates seeds business in Vietnam,
Thailand, Philippines and Indonesia.
3. Other Businesses:
i. Textiles: The Company has a small textile operation in the form of 12,856 spindles spinning unit at Tonk
in Rajasthan. The expansion of capacity has resulted in enhanced production from 6 tonnes per day to 12
tonnes per day.
ii. Energy Services (ESCO): This business assists energy users (industrial, institutional, commercial users) in
achieving efficiency in energy usage, provides engineering and project management services for biomass/
conventional fuel based power plants.
The Company’s core values and beliefs are a reflection of its commitment to build a world
class, learning organization, to excel and win in all its endeavours:
Customer Focus
People Development
• Continuously improve and upgrade the skills and competencies of our people
Team work
• Be a socially responsible corporate, addressing the needs of the community and environment
Financial Highlights
2002 2003 2004 2005 2006 2007 2008 2009
Gross Sales 1053.7 1376.0 1556.6 1977.4 2535.8 2938.2 2770.1 3681.35
Net Sales
- Own Products 714.7 1057.6 1175.3 1375.7 1735.1 1945.8 2211.0 2711.3
- Traded 280.4 237.0 288.2 493.2 656.8 821.5 363.0 789.5
- Total 995.1 1294.7 1463.4 1868.9 2391.9 2767.4 2573.9 3500.8
PBDIT 143.7 187.2 201.3 235.3 295.1 239.6 218.0 400.3
Interest 65.4 61.9 42.1 34.7 49.4 79.1 87.6 150.4
PBDT 78.3 125.3 159.2 200.6 245.7 160.5 130.4 249.9
Depreciation & Misc. exp. w/off 47.4 54.8 55.2 57.3 73.2 93.4 123.7 148.7
PBT 30.9 70.5 104.0 114.8 172.5 67.1 6.7 101.1
Profit after Current Tax 28.5 58.7 95.7 93.6 153.2 66.8 5.8 93.1
Profit after Deferred Tax 11.2 52.7 75.6 107.7 121.0 43.4 -1.3 122.6
Cash Profit 44.8 104.6 150.9 162.8 226.6 160.2 126.6 241.9
Total Funds Employed/ Utilised 884.7 915.9 920.7 1259.2 1775.0 2288.8 3104.0 3399.58
Share Capital - Equity 16.7 16.7 16.7 16.7 33.3 33.3 33.3 33.34
Net Worth 227.3 272.5 333.0 443.2 525.5 554.1 1149.3 1268.53
Minority Interest - 10.2 12.0 14.9 17.7 17.7 - -
Deferred Tax liability 84.6 89.5 109.5 95.4 146.7 170.1 171.2 143.9
Long term loans 401.8 403.0 344.7 504.7 740.2 789.5 991.0 1234.4
Short term loans 171.0 140.8 121.5 201.1 344.9 757.7 792.5 752.7
Net Fixed Assets 592.5 652.1 652.8 870.0 1272.5 1780.8 2056.6 2288.8
Net Current Assets 276.1 256.9 260.1 356.2 490.9 498.9 1035.3 1097.3
Investments 7.1 6.4 7.7 33.0 11.7 9.1 12.0 13.4
Earnings per share (Rs.)* 0.7 3.2 4.4 6.3 7.1 2.6 -0.1 7.4
Dividend per share (Rs.)* 0.9 0.9 1.2 1.6 0.9 0.8 3.3 0.8
Ratios
2002 2003 2004 2005 2006 2007 2008 2009
Return on Net Worth ** 4.1 21.1 25.0 27.7 25.0 8.0 - 10.1
Return on Capital Employed 14.5 18.1 20.2 21.6 18.7 10.3 4.7 9.7
Operating Margin 14.4 14.5 13.8 12.6 12.3 8.7 8.5 11.4
Capital Employed turnover ratio 1.1 1.4 1.6 1.5 1.5 1.4 1.1 1.0
Interest to Net Sales % 6.6 4.8 2.9 1.9 2.1 2.9 3.4 4.3
PAT to Net Sales % 1.1 4.1 5.2 5.8 5.1 1.6 - 3.5
Long term Debt/PBDIT 2.8 2.2 1.7 2.1 2.5 3.3 4.5 3.1
Long term Debt/Net Worth 1.8 1.5 1.0 1.1 1.4 1.4 0.9 1.0
Total Debt/Net Worth 2.5 2.0 1.4 1.6 2.1 2.8 1.6 1.6
Total Outside Liabilities/Net Worth 3.2 2.5 2.3 2.5 3.2 4.4 2.0 2.1
Interest Cover 2.2 3.0 4.8 6.8 6.0 3.0 2.5 2.7
Notes:
- * On face value of Rs. 2 per share Post Bonus and Split of shares in 2006
- **Profits for the year 2002 are before exceptional items of Rs. 29.8 crores
- **Profits for the year 2008 are before exceptional items of Rs. 664.5 crores
- **Return on Net Worth has been computed using average Net Worth
- Drop in PAT & Net worth related ratios in 2002 due to deferred tax provisioning.
volumes and realizations. The Company produced Sugar Produced 5.9 11.8 2.6 5.6 2.9 6.3 3.4 6.7 14.9 30.5
additional urea over reassessed capacity, in line with Financial Year
the government policy under NPS III. As per the policy Cane crushed 66.3 137.2 32.3 70.7 31.9 66.7 38.7 81.6 169.3 356.3
provisions, manufacturers are permitted to retain 35% Sugar Produced 6.0 14.5 2.6 6.8 2.9 6.9 3.4 8.4 14.9 36.7
of net gain over Import Parity Price (IPP –Actual variable Sugar Sold 12.0 12.8 5.4 5.1 6.1 5.5 7.1 5.6 30.6 29.0
cost).
DSCL ANNUAL REPORT ‘08-’09 17
Business Performance steady pace of 2% and is expected to be around 165.8
million tonnes for 2008-2009 as against 162.2 million
The improved performance was largely due to firming
tonnes for 2007-2008. Thus on a global basis there
up of prices during the year as the company sold its
has been a deficit of around 8.3 million tonnes between
low cost inventory of Sugar season 2007-08. For the
production and consumption in 2008-2009 causing a
sugar season 2008-09, the Company crushed ~169
positive impact on world sugar prices.
lakh quintals (~299 lakh quintals in SS 2008) of cane
producing 14.9 lakh quintals (36.7 lakh quintals of India is a dominant player in the global sugar industry.
sugar in SS 2008) of sugar with an average recovery It is the second largest producer (after Brazil) and the
of 8.80% (10.19% in SS 2008).The lack of Sugarcane largest consumer of sugar in the world. The availability
availability and lower yield as well as recovery due to of sugarcane is seasonal in nature which causes
climatic conditions led to lower crushing and hence cyclicality in sugar production. The cane crushing
production at a higher price. season in India begins in October and goes on till April-
May except in South India where it extends up to July-
The Company had accounted for cane purchases for
August.
sugar year 2007-08 at Rs. 110 per quintal, the rate at
which it has made payment to the cane growers as All India production decreased from 26.3 million tonnes
per the interim order of the Hon’ble Supreme Court, in the sugar season 2007-2008, to around 14.6 million
against the price of Rs. 125 per quintal fixed by the tonnes in the previous sugar season. This decrease in
Uttar Pradesh State Government. Necessary production can be attributed to adverse climatic
adjustments will be made in accordance with the orders conditions and remunerative prices of alternate crops
of the Hon’ble court in the matter. like wheat and paddy. The demand for Sugar in India
is about 23 million tones.
The contribution of the business to total Revenue, PBIT
and Capital Employed for the FY2009 stands as The U. P. Government has declared the SAP for the
follows: general variety of cane for the sugar season 2008-
2009 at Rs.140 per quintal as against the SMP of Rs.
81.18 fixed by the Central Government.
Our Strategy
In order to partially mitigate the impact of cyclicality
associated with the Sugar business, the Company has
invested in Sugar Co-generation facilities at Hariawan
and Loni unit by increasing its capacity to 94.5 MW
and power export capacity to 51.5 MW to ensure
continuous flow of revenues that can be optimized by
selling power to the grid.
The season 2008-2009 saw a drop in recovery. In
Particulars FY 2009 FY 2008 order to improve the recovery rates the Company has
Rs. Crore Rs. Crore initiated projects for development of good quality, high
Sales 611.8 474.3 yielding sugarcane.
PBIT 87.9 (5) Agri – Inputs
Capital Employed 1207 1254 The Agri-Inputs Business provides a wide rage of farm
inputs to the farmer including Fertilizers, Seeds and
Industry Overview and Outlook Pesticides. The Shriram brand of Agri-Inputs is known
for its quality and enjoys a very high brand value in
The world sugar production is estimated at 157.5
the market. The product range has been continuously
million tonnes as against the last year’s production of
expanded to better serve the requirements of the
168.6 million tonnes. The fall in production can be
market. These products are backed up by an extensive
attributed to lower production in India and EU.
services network that helps in transferring the latest
The world sugar consumption has grown at a fairly technology and improving the farming practices.
Social welfare and community development lies at the assistance of Helpage India, maintains an ICU and
heart of DSCL’s corporate culture. Education, Health, private wards at a hospital, has set up a Polyclinic, a
Rural upliftment and concern for Environment comprise Rural Health Clinic and organizes Blood donation
the focus of our CSR strategy. Close and continuous Camps, Health checkup/awareness camps. It also
interaction with the people and communities in and provides incentive schemes for family planning
around the operating locations has been the key focus programs.
while striving to bring around qualitative changes and
supporting to increase economic productivity. DSCL’s sugar divisions runs a programme titles
‘Khushali Pariyojana’ in association with Vinoba Seva
Education Ashram which aims to provide health advisory services
to women, ensure vaccination, offer hygiene directives,
The Company provides opportunities to students conduct health awareness programs.
through various scholarship programs to enable them
pursue academic studies. The company also provides Agriculture Extension Activities
financial assistance to schools around its manufacturing
facilities in Rajasthan, Gujarat and U P. DSCL’s Shriram Krishi Vikas Kendras (SKVK’s) is a
long term integrated rural development program which
In order to improve the quality of education, the is aimed to support the farmers in their work and life
Company runs ‘Ryan International School’ in through adoption of over 650 villages. SKVK’s
collaboration with St. Xavier’s Education Trust near currently 108 in nos. provide help in terms of farming
its Ajbapur (UP) Sugar unit. Near its Hariawan (UP) technology, post harvest management, soil and water
Sugar unit also the Company has set up a primary testing. These Kendras organize farmer training
School. The primary education program ‘Sanskar programs. Their activities are extended to meet
Pariyojna’, in association with Vinoba Seva Ashram, education, hygiene, sanitation needs for the
near Ajbapur Sugar unit, is aimed to provide primary community as well.
education in the targeted 10 villages and to create
voluntary social structures. Social Upliftment and Rural Development
DSCL’s Sugar division, in association with Gram Swaraj
Mid-day Meal Scheme for Children in Schools
Mission is running ‘Swabhiman Pariyojana’. It has set up
The Company has partnered with the Government of Women’s self help groups in 10 adopted villages and
Rajasthan to support the state government’s Mid Day promote their adoption of income generation activities.
Meal Scheme for school children in and around It aims to provide training in various incomes generating
Jhalawar and Kota Districts of Rajasthan. The Jhalawar activities and facilitating creation of structures for
and Kota kitchen was entirely funded by DSCL and marketing and distribution of these products.
has benefited more than 23,000 children daily across
The company has adopted villages close to its Sugar
400 schools. This also provides employment
manufacturing facilities, to develop their infrastructure
opportunity to local women folk in the central kitchen
such as widening and re-soiling of Roads, proper
and others in the distribution network.
drainage system, clean drinking water, maintaining
Health Care hygienic sanitary conditions and development of
Panchayat Bhawan area.
DSCL has been instrumental in creating awareness
among the members of society against HIV/AIDS. We Sports and Cultural Activities
have been regularly organizing AIDS/HIV awareness
DSCL has been organizing prestigious DSCL Open
programs aimed at the employees, contract labours,
National Tennis Championship on annual basis, to
cane growers, truck drivers and residents of the nearby
nurture the young tennis talents. It also organises a
villages. HIV-AIDS program are reviewed by agencies
State level Volleyball Tournament in Hardoi District, in
like IFC, UNDP, TERI, CII, World Bank and RACO.
association with the U.P. State Volley ball Federation.
With a focus to serve the society, the Company has The Company continues to support sports within its
donated and maintains Mobile Healthcare unit with complex as well as in the Schools in its vicinity.
The Directors have pleasure in presenting the 20th Annual operations has helped in optimising the earnings per unit
Report of the Company along with Audited Accounts for of power and given stability to these operations.
the year ended 31st March, 2009. Hariyali Kisaan Bazaar added 141 outlets during the year
taking the number of outlets to 301. The performance is
Financial Highlights as per plan. Fenesta Building Systems achieved operating
The working results for the year ended 31.3.2009 and breakeven during the year.
31.3.2008 are as under:
Earnings performance was significantly better driven by
Particulars 31.3.2009 31.3.2008 a stronger operating performance across all businesses.
(Rs. in crores) (Rs. in crores) The post tax profits were substantially better post
Sales (Gross) increased depreciation and finance charges. Depreciation
– Own Products 2731.82 2300.95 and finance costs were higher as new projects went on
– Trading 839.52 384.64 stream and firm interest rates. Deferred tax adjustments
relating to earlier periods also contributed to better
Total Sales (Gross) 3571.34 2685.59
..................................................... earnings performance.
Other Income 48.43 34.79
...........................................................................................................................
Profit before depreciation, The Company completed all its Capex programs during
the year with the completion of expansion of Chemicals
interest, tax and exceptional item 369.23 209.99
........................................................................................................................... capacity to 765 TPD and commissioning of 48 MW Coal
Depreciation 146.41 122.13
........................................................................................................................... based power plant at Bharuch. The Sugar Co-gen
Interest 146.80 84.73
........................................................................................................................... expansion to 94.5 MW was also completed during the
Profit before tax and exceptional item 76.02 3.13
........................................................................................................................... year.
Exceptional item - 779.64
........................................................................................................................... Bioseed business which operates through a 100%
Profit before tax 76.02 782.77
........................................................................................................................... subsidiary, witnessed impressive growth in revenues at
Provision for Taxation (25.77) 111.78
........................................................................................................................... Rs. 157 crores and PBIT at Rs. 30 crores during the year.
Profit after tax 101.79 670.99
........................................................................................................................... The detailed performance of various businesses of the
Net Profit (before exceptional item) 101.79 (3.03)
........................................................................................................................... Company for the year ended 31st March, 2009 has been
Transfer from Debenture stated in the Management Discussion and Analysis Report,
Redemption Reserve 1.50 5.17
........................................................................................................................... which appears as a separate statement in the Annual
Balance brought forward from Report.
previous year 461.53 251.37
........................................................................................................................... Subsidiary Companies
Net Profit available for appropriation 564.82 927.53
...........................................................................................................................
Appropriations During the period under review, DCM Shriram Hydro
........................................................................................................................... Energy Limited, SBM Yarn Limited, Fenesta India Limited,
- Proposed Dividends on Equity Shares 13.27 56.41
........................................................................................................................... Hariyali Insurance Broking Limited and Bioseeds Holdings
- Corporate Dividend Tax 2.26 9.59
........................................................................................................................... PTE. Limited, Singapore became subsidiaries of your
-...........................................................................................................................
General Reserve 50.00 400.00 Company.
- Balance Carried Forward 499.29 461.53
During the period under review, Affee Investments Corp.,
British Virgin Islands and Bioseed Genetics International
Dividend Inc., Panama were liquidated.
Your Directors are pleased to recommend dividend @ A statement pursuant to Section 212 of the Companies
Rs. 0.80 per Equity Share of Rs.2/- each for the year Act, 1956 relating to subsidiary companies is attached
ended 31st March, 2009. to the accounts.
Performance In terms of approval granted by the Central Government
During the year, the Company reported satisfactory under Section 212(8) of the Companies Act, 1956, the
earnings growth in a macro environment that has been a Audited Statements of Accounts and the Auditors’
challenging one. The Company registered net revenues Reports thereon for the year ended 31st March, 2009
of Rs. 3439.21 crores, an increase of 36% over previous along with the Reports of the Board of Directors of the
financial year. Net profit for the year stood at Rs. 101.79 Company’s subsidiaries have not been annexed. The
crores compared to a loss of Rs. 3.03 crores last year. Company will make available these documents upon
Agri Business comprising Fertiliser, Agri Inputs and Sugar, request by any member of the Company interested in
contributing to about 53% of the total turnover, witnessed obtaining the same. However, as directed by the Central
37% increase in revenues at Rs. 1,838 crores. PBIT for Government, the financial data of the subsidiaries have
this business was up 522% at Rs. 137 crores. been furnished under ‘subsidiary companies particulars’
Chloro-Vinyl business comprising Chlor-Alkali, PVC resin forming part of the Annual Report. Further, pursuant to
and Power, contributing about 24% of the total turnover, Accounting Standard AS-21 issued by The Institute of
witnessed 21% increase in turnover at Rs. 841 crores. Chartered Accountants of India, Consolidated Financial
PBIT for this business was up about 33% at Rs. 198 Statements presented by the Company in this Annual
crores. The swing capability to sell power from these Report includes the financial information of its subsidiaries.
1. Electricity
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
(a) Purchased
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
2. Coal
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
3. Furnace Oil
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
4. Natural Gas
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
1. Electricity
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
2. Coal
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
3. Furnace Oil
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
4. Others
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Notes:
1. Different sources of energy are inter changeable.
2. Wherever required, figures relating to previous year have been re-arranged.
3. Details of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) are
furnished as under:
I. Cement Plant
a) Technology Imported To modify the kiln internals to enhance the clinker production.
......................................................................................................................................................................................................................................................................................................................................................................................
b) Year of Import 2004-05
......................................................................................................................................................................................................................................................................................................................................................................................
c) Has the technology been fully absorbed? Yes
......................................................................................................................................................................................................................................................................................................................................................................................
d) If not fully absorbed, reasons therefor and N.A.
future plans of action
II.Chemical Plant
a) Technology Imported – Purchase of bipolar membrane electrolyser from Asahi Kasei
Chemical Corporation, based on their proprietary ION Exchange
membrane technology developed for use in manufacture of Chlor-
Alkali Products.
– Design & Drawings package to convert existing Mercury Cell
Based Caustic Soda Plant to membrane Cell Plant of 200 TPD
capacity.
......................................................................................................................................................................................................................................................................................................................................................................................
Name of Director Category of No. of Board Attended No. of other No. of Committee
Directorship meetings last AGM Directorship # Membership # #
attended Member Chairman
Shri Ajay S. Shriram ED 4 Yes 14 2 1
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Shri Vikram S. Shriram ED 4 Yes 14 4 2
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Shri Rajiv Sinha ED 4 Yes 7 2 -
.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
The ratio between Executive and Non-Executive Code of Conduct for all Board Members and Senior
Directors and Non-Independent and Independent Management Team. A copy of the said Code of
Directors is 5:7. Conduct is available on the website of the Company
Relationship amongst Directors (www.dscl.com).
Shri Ajay S. Shriram, Shri Vikram S. Shriram and All Board Members and Senior Management Team
Shri Ajit S. Shriram, being brothers, are related to have affirmed compliance of Code of Conduct
each other. as on 31st March, 2009 and a declaration to
that effect signed by Chairman & Senior
Code of Conduct for Board Members & Senior Managing Director is attached and forms part of
Management Team: this report.
In compliance to the provisions of Clause 49 of
the Listing Agreement, the Board has laid down a
The Board Audit Committee was formed in Shri Pradeep Dinodia Member 2
.........................................................................................................................................................................................
1990. As at 31.3.2009, the Committee Shri D. Sengupta Member 2
comprises of four Independent-Non-Executive
Directors. The Committee met six times during (iii) Remuneration Policy:
the year and attendance of the Members at The policy, inter alia, provides for the following:
the meetings was as follows:
a) Executive Directors:
Name of Member Status No. of - Salary and commission not to exceed
meetings limits prescribed under the Companies
attended Act, 1956.
Dr. S.S. Baijal Chairman 5 - Revision from time to time depending
........................................................................................................................................................................................
Shri Arun Bharat Ram Member 4 upon performance of the Company,
........................................................................................................................................................................................
individual Director’s performance and
Shri Pradeep Dinodia Member 5 prevailing Industry norms.
........................................................................................................................................................................................
Shri D. Sengupta Member 6 - No sitting fees.
(D) Committee for Determining Remuneration Payable b) Non-Executive Directors:
to Managing/Whole Time Directors - Eligible for commission.
(i) Terms of reference: - Sitting fees and commission not to
Subject to the provisions of the Companies Act, exceed limits prescribed under the
1956 and the notifications, if any, issued by Companies Act, 1956.
the Government thereunder to determine the - The remuneration payable to Non-
remuneration, including commission, payable Executive Directors is decided by the
to Managing/Whole time Directors. Board of Directors.
(ii) Composition: (iv) Detail of remuneration for the year 2008–09:
The Committee comprises of three (a) Executive Directors:
(Amount/Rs. Lacs)
Executive Directors Salary P.F. Superannuation Perquisites Commission Total
Shri Ajay S. Shriram* 63.60 7.63 9.54 42.31 59.00 182.08
.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
I. Provision for incremental gratuity and earned II. Notice period for termination of appointment
leave for the current year has not been of Managing/Whole Time Directors is six
considered, since the provision is based on calendar months, on either side.
actuarial basis for the Company as a whole.
DSCL ANNUAL REPORT ‘08-’09 32
III. In the event of termination of appointment of b) to exercise all powers conferred on the
Managing/Whole Time Directors, compensation Board of Directors under Article 43 of the
will be in accordance with the provisions of Articles of Association,
the Companies Act, 1956 or any statutory c) to decide all questions and matters that may
amendment or re-enactment thereof.
arise in regard to transmission of shares/
IV. The Company has not offered any stock option debentures/warrants issued/to be issued by
to its Executive Directors. the Company,
d) to approve and issue duplicate shares/
(b) Non-Executive Directors: debentures/warrants certificates in lieu of
During the financial year, there was no pecuniary those reported lost,
relationship or transaction between the e) to refer to the Board any proposal of refusal
Company and any of its Non-Executive of registration of transfer of shares/
Directors. debentures/warrants for their consideration,
The criteria for making payments to f) to look into shareholders and investors
Non-Executive Directors is as under: complaints like transfer of shares, non-
Sitting fee: receipt of annual reports, non-receipt of
@ Rs.15,000/- per Board meeting, declared dividend warrants, etc., and
@ Rs.15,000/- per Board Audit Committee g) to delegate all or any of its powers to
meeting and Officers/Authorised Signatories of the
@ Rs.7,500/- per Board Committee (other Company.
than Board Audit Committee) meeting (ii) Composition:
attended by them. The Committee comprises of two Independent-
The details of remuneration paid during the year Non-Executive Directors and two Executive
by way of sitting fee and commission for Directors.
attending meetings of Board/Committees The Company Secretary being Compliance
thereof along with number of shares held by Officer has been delegated the power to
Non-Executive Directors as on 31.3.2009 in the approve share transfer/transmission etc. subject
Company are as under: to a limit of 2500 shares of Rs.2/- each per
transfer deed at a time. The delegated authority
Name of the Director Amount/Rs. Lac(s) No. of has been regularly addressing the share transfer
Sitting Commi- Shares formalities.
Fee ssion held
During the year, the Committee met seven
Dr. S.S. Baijal 2.05 11.35 50,000
....................................................................................................................................................................................... times and the attendance of the Members was
Shri Arun Bharat Ram 0.90 4.10 - as follows:
.......................................................................................................................................................................................
Shri Sunil Kant Munjal 0.40 2.90 - Shri Pradeep Dinodia Chairman 7
.......................................................................................................................................................................................
.......................................................................................................................................................................................
Dr. S.S. Baijal Member 3
Shri D. Sengupta 2.50 10.10 8,000
.......................................................................................................................................................................................
.......................................................................................................................................................................................
Shri Ajay S. Shriram Member 7
.......................................................................................................................................................................................
Shri S.C.Bhargava 0.55 3.20 -
Shri Vikram S. Shriram Member 7
(LIC Nominee)
During the year, 185 complaints were received
(E) Shareholders/Investors Grievance Committee from the shareholders and all of them were
(i) Terms of reference: resolved to the full satisfaction of the
a) to scrutinise and approve registration of shareholders. No investor complaint was
transfer and transmission of shares/ pending as on 31.3.2009.
debentures/warrants issued/to be issued by
the Company,
declared in the next Annual General Meeting, 501 - 1000 3813 6.52
......................................................................................................................................................................................
will be paid within 30 days of the date of 1001 - 2000 1930 3.30
......................................................................................................................................................................................
declaration to those Members whose names 2001 - 3000 684 1.17
......................................................................................................................................................................................
appear in the Register of Members on the date 3001 - 4000 321 0.55
......................................................................................................................................................................................
of book closure.
4001 - 5000 216 0.37
......................................................................................................................................................................................
(v) Listing on Stock Exchanges and Stock Codes: 5001 - 10000 366 0.63
......................................................................................................................................................................................
Equity Shares are listed on National Stock
10001 and above 370 0.64
......................................................................................................................................................................................
Exchange of India Ltd. (Stock Code NSE:
DCMSRMCONS) and Bombay Stock Exchange TOTAL 58444 100.00
Ltd. (Stock Code BSE: 523367). (x) Categories of Shareholders as on 31.03.2009:
Under the depository system, the ISIN allotted
No of fully %
to the Company’s Equity Shares of face value
Category paid up share-
of Rs.2/- each is INE499A01024.
shares held holding
(vi) Equity Share Price data for the year 2008-09:
Promoters, Relatives and
Equity Share Price on NSE and NIFTY Index Associates 91673632 55.26
........................................................................................................................................................................................
We have examined the compliance of conditions of Corporate Governance by DCM Shriram Consolidated Limited
for the year ended March 31, 2009, as stipulated in clause 49 of the Listing Agreement(s) of the said Company
with stock exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement(s).
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
Jaideep Bhargava
Place : New Delhi Partner
Date : 30th June, 2009 Membership No. 90295
(b) In our opinion and according to the information fixed deposit aggregating Rs. 0.09 crore
and explanations given to us, the procedures of (maximum amount outstanding during the year
physical verification of stocks followed by the Rs. 0.09 crore) from a director and his relative
management are reasonable and adequate in which is outstanding as at the year end.
relation to the size of the Company and the nature (f) In our opinion, the rate of interest and other terms
of its business. and conditions of unsecured loans taken by the
(c) On the basis of our examination of the records of Company are not, prima facie, prejudicial to the
inventories, we are of the opinion that, the interest of the Company.
Company is maintaining proper records of (g) In our opinion, the Company is regular in payment
inventories. Other than for one business segment of the principal amount and the interest thereon.
wherein differences noted between physical and (iv) In our opinion and according to the information and
book balances were material, differences noted explanations given to us, there are adequate internal
in other business segments were not material. control system commensurate with the size of the
The differences noted have been properly dealt Company and the nature of its business with regard to
with in the books of account. the purchase of inventories and fixed assets and with
(iii) (a) According to the information and explanations regard to sale of goods and services. Further, on the
given to us, the Company has, during the year, basis of our examination and according to the
not granted any loan, secured or unsecured to information and explanations given to us, we have
companies, firms and other parties covered in the neither come across nor have been informed of any
register maintained under Section 301 of the instance of major weaknesses in the aforesaid internal
Companies Act, 1956, other than unsecured loans control system.
aggregating Rs. 49.01 crores granted during the (v) According to the information and explanations given
year to five wholly owned subsidiaries covered to us, during the year, there were no transactions that
in the register maintained under Section 301 of were required to be entered in the register maintained
the Companies Act, 1956. in pursuance of section 301 of the Companies Act,
The maximum amount due during the year of 1956 ( “The Act”). For this purpose the Company has
above loans was Rs. 101.51 crores and the year taken the view that the transactions which are
end balance of loans so granted was Rs. 65.66 subjected to the provisions of section 299(6) of the
crores. These loans includes interest free loan Act are not required to be entered in this register. In
aggregating Rs. 59.11 crores made to two wholly any case, notwithstanding the view of section 299(6)
owned subsidiaries, which, as explained to us, of the Act taken by the Company, in respect of certain
have been made for setting up new projects and transactions, exceeding the value of
making strategic investments in other subsidiaries. Rs. 5 lacs in respect of any party during the year, these
(b) In our opinion and according to the information have been made at prices which are reasonable having
and explanations given to us, after considering regard to prevailing market prices at the relevant time.
the purpose for which loans have been granted (vi) In our opinion and according to the information and
as indicated in paragraph 4(iii)(a) of the Companies explanations given to us, the Company has complied
(Auditor’s Report) Order, 2003 (hereinafter with the provisions of section 58A, section 58AA or
referred to as the Order), the rate of interest and any other relevant provisions of the Companies Act,
other terms and conditions of the loans granted, 1956 and the Companies (Acceptance of Deposits)
are, prima-facie, not prejudicial to the interest of Rules, 1975, with regard to the deposits accepted from
the Company. the public. As per information and explanations given
(c) According to the information and explanations to us, no order under the aforesaid sections has been
given to us, the parties, to whom the loans have passed by the Company Law Board or National
been granted by the Company, as referred to in Company Law Tribunal or Reserve Bank of India or any
paragraph 4(iii)(a) above, have been regular in Court or any other Tribunal on the Company.
repayment of principal amount as stipulated and (vii) In our opinion, the Company has an internal audit
have been regular in payment of interest where system commensurate with the size and nature of its
charged. business.
(d) According to the information and explanations (viii) We have broadly reviewed the books of account
given to us, there are no overdue amounts in maintained by the Company in respect of products
respect of the loans granted as referred to in where, pursuant to the Rules made by the Central
paragraph 4(iii)(a) above and interest thereon Government, the maintenance of cost records has been
where charged. prescribed under section 209(1) (d) of the Companies
(e) According to the information and explanations Act, 1956 and are of the opinion that, prima facie, the
given to us, unsecured loans taken by the prescribed accounts and records have been made and
Company from companies, firms or other parties maintained. We have not, however, made a detailed
covered in the register maintained under section examination of the records with a view to determining
301 of the Companies Act, 1956, are by way of whether they are accurate or complete.
(ix) (a) According to the information and explanations six months from the date they became payable.
given to us and the records of the Company (b) According to the information and explanations
examined by us, the Company has generally been given to us and the records of the Company
regular in depositing undisputed statutory dues examined by us, there are no disputed dues of
including provident fund, investor education wealth tax, customs duty, service tax and cess
protection fund, employees’ state insurance, matters.
income-tax, sales tax, wealth tax, service tax, According to the information and explanations
customs duty, excise duty, cess and other material given to us and the records of the Company
statutory dues applicable to it. We are informed examined by us, the details of disputed dues not
that there are no undisputed statutory dues as at paid of excise duty, sales tax and income-tax dues
the year end outstanding for a period of more than as at March 31, 2009 are as follows:
Nature of the Nature of Forum where Amount* Amount paid Period to which the
statute the dues pending (Rs. Crores) under protest amount relates
(Rs. Crores)
Central Excise Law Excise duty Appellate authority up 2.14 – 1995-96, 2001-02, 2003-04,
to commissioners’ level 2005-06, 2006-07, 2007-08,
Central Excise and 0.15 0.06 1997-98, 2003-04
Service Tax Appellate Tribunal
Sales Tax Laws Sales tax Appellate authority up 3.70 1.15 1983-84, 1994-95, 1995-96,
to commissioners’ level to 2000-01, 2005-06
2006-07, 2007-08
Income Tax Act, 1961 Income tax Commissioner (Appeal) 31.86 31.86 2004-05, 2005-06
Income Tax Appellate Tribunal 8.10 8.10 2002-03, 2003-04
* amount as per demand orders including interest and penalty wherever quantified in the Order
(x) The Company does not have accumulated losses at (xvii) According to information and explanations given
the end of the financial year March 31, 2009. Further, to us and on an overall examination of the balance
the Company has not incurred any cash losses during sheet of the Company,we report that short term
the financial year ended March 31, 2009 and in the funds have not been used to finance long term
immediately preceding financial year ended March 31, investments.
2008. (xviii) As the Company has not made any preferential
(xi) According to the records of the Company examined allotment of shares during the year, paragraph 4 (xviii)
by us and the information and explanations given to of the Order is not applicable.
us, the Company, during the year, has not defaulted (xix) According to information and explanations given to
in repayment of dues to financial institutions, banks us, no security has been created for debentures issued
or debenture holders. during the year since they are unsecured.
(xii) As the Company has not granted any loans and (xx) Since the Company has not raised any money by way
advances on the basis of security by way of pledge of public issue during the year, paragraph 4 (xx) of
of shares, debentures and other securities, paragraph the Order is not applicable.
4 (xii) of the Order is not applicable. (xxi) Based upon the audit procedures performed and
(xiii) As the Company is not a chit fund or nidhi/mutual information and explanations given by the
benefit funds/society, paragraph 4 (xiii) of the Order management, we report that no fraud by
is not applicable. the Company and no material fraud on the Company
(xiv) As the Company is not dealing or trading in shares, has been noticed or reported during the course of our
securities, debentures and other investments, audit for the year ended March 31, 2009.
paragraph 4 (xiv) of the Order is not applicable.
(xv) As the Company has not given any guarantees during
the year for loans taken by others from banks or
financial institutions, paragraph 4 (xv) of the Order is For DELOITTE HASKINS & SELLS
not applicable. Chartered Accountants
(xvi) In our opinion and according to the information and
explanations given to us, the term loans taken during Jaideep Bhargava
the year have been applied for the purpose for which New Delhi Partner
they were obtained. Date : June 3, 2009 Membership No.: 90295
Schedule As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Sources of Funds
Shareholders’ funds
Share capital 1 33.34 33.34
Reserves and surplus 2 1198.25 1111.99
1231.59 1145.33
Loan funds 3
Secured 1356.71 1234.21
Unsecured 604.91 523.70
1961.62 1757.91
Deferred tax liabilities (net) 4 143.94 171.20
Total 3337.15 3074.44
Application of Funds
Fixed assets 5
Gross block 2865.21 2310.84
Less : Depreciation 753.35 617.00
Net block 2111.86 1693.84
Capital work in progress 28.52 270.36
2140.38 1964.20
Investments 6 55.63 54.64
Current assets, loans and advances 7
Inventories 745.32 783.06
Sundry debtors 339.54 239.34
Cash and bank balances 33.30 46.56
Loans and advances 402.50 332.37
Other current assets 175.52 143.48
1696.18 1544.81
Less: Current liabilities and provisions 8
Current liabilities 450.82 402.95
Provisions 104.22 86.26
555.04 489.21
Net current assets 1141.14 1055.60
Total 3337.15 3074.44
Notes to the accounts 12
Per our report attached
For DELOITTE HASKINS & SELLS VIKRAM S. SHRIRAM AJAY S. SHRIRAM
Chartered Accountants Vice Chairman & Managing Director Chairman & Sr. Managing Director
1. SHARE CAPITAL
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Authorised
24,99,50,000 (2007-2008 - 24,99,50,000) Equity shares 49.99 49.99
of Rs. 2 each
65,01,000 (2007-2008 - 65,01,000) Cumulative
redeemable preference shares of Rs.100 each 65.01 65.01
115.00 115.00
Issued
16,98,03,320 (2007-2008 - 16,98,03,320) Equity shares
of Rs. 2 each 33.96 33.96
NOTES:
Of the issued, subscribed and paid-up capital,
- 2,87,75,380 equity shares of Rs. 2 each represent the equity shares issued on October 9, 1990 to the
members of undivided DCM Limited in the ratio of one share for every four shares held by the members in
undivided DCM Limited, in terms of the Scheme of Arrangement effective from April 1, 1990, without payment
being received in cash.
- 8,29,51,660 equity shares of Rs. 2 each fully paid up were allotted and issued as bonus shares by
capitalisation of Capital Redemption Reserve.
3. LOAN FUNDS
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Secured
Debentures - 3.00
Loans from banks
On cash credit account 114.21 194.05
Others 751.57 818.44
Other Loans 490.93 218.72
1356.71 1234.21
Unsecured
Deposits
Fixed 3.31 5.08
Others 30.90 29.80
Interest accrued and due on deposits 0.19 0.64
Short term loans and advances
Banks 570.51 488.18
604.91 523.70
1961.62 1757.91
Secured
1. Debentures:
i) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District
Gandhinagar, Gujarat and first equitable mortgage/charge on immovable/movable properties, both present and future,
of the Company’s undertakings at Kota, Rajasthan, subject to charges created/to be created in favour of the Company’s
bankers on stocks, stores and book debts for securing borrowings for working capital, and shall rank pari-passu in all
respects with the security created or to be created in terms of the stipulations of the respective Trust Deeds:
a) Nil (2007-2008 – 5,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable
in three equal annual instalments commencing from November 1, 2006. The third & final instalment has been paid
during the year (Rs. Nil due within a year, 2007-08 – Rs. 1.67 crores)
ii) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District
Gandhinagar, Gujarat and first equitable mortgage/charge created on immovable/movable properties both present and
future, of the Company’s undertaking at District Bharuch, Gujarat (save and except book debts) subject to charges
created in favour of the Company’s bankers on stocks, stores and book debts for securing borrowings for working
capital and shall rank pari-passu with existing charges created/to be created in favour of other first chargeholders:
a) Nil (2007-2008– 4,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable in
three equal annual instalments commencing from November 1, 2006. The third & final instalment has been paid
during the year (Rs. Nil due within a year, 2007-2008 – Rs. 1.33 crores)
2. Short term working capital borrowings from Banks:
i) Loans from banks on cash credit account of Rs. 114.21 crores (2007-2008 – Rs. 194.05 crores) are secured by first
charge on whole of the current assets of the company, both present and future. These loans are further secured by a
third charge by way of mortgage/hypothecation of all the immovable/movable properties (other than current assets) of
the Company’s undertakings at Kota in Rajasthan and Ajbapur, Rupapur, Loni & Hariawan in Uttar Pradesh.
ii) Short Term Loan of Rs. 43.49 crores (2007-2008- Rs. 85.27 crores) from a bank is secured by 50,000 6.65% Fertiliser
Companies GOI Special Bonds 2023 (2007-2008 – 90,000 7.95% Fertiliser Companies GOI Special Bonds 2026), by
way of Repo transactions.
3. Other loans:
(i) Term loans of Rs. 142.08 crores (2007-2008 – Rs. 154.13 crores) from banks are secured by way of first pari passu
mortgage/charge created on immovable/movable fixed assets, both present and future, term loan of Rs. 12.00 crores
(2007-2008 – Rs. 12.00 crores) from others is secured by way of first pari passu mortgage on immovable properties
and first charge by way of hypothecation of all movables (save and except book debts), both present and future, subject
to prior charges created in favour of the Company’s bankers on the current assets for securing working capital borrowings,
a term loan of Rs. Nil (2007-2008 – Rs. 20.00 crores) from a bank was secured by way of second mortgage/charge
created on immovable and movable fixed assets, both present and future and term loan of Rs. 126.71 crores
(2007-2008 – Rs. Nil) from others is secured by way of first pari passu mortgage/charge created/to be created on
immovable and movable assets (excluding current assets), both present and future and a second charge ranking pari
passu on the current assets, both present and future of the Company’s undertakings at Jhagadia, Distt Bharuch, Gujarat
(Rs. 7.95 crores due within a year; 2007-2008 – Rs. 30.80 crores)
(ii) Term loans of Rs. 125.85 crores (2007-2008 – Rs. 128.47 crores) from banks are secured by way of first pari passu
mortgage/charge created on immovable/movable fixed asset both present and future, term loan of Rs. 18.00 crores
(2007-2008 – Rs. 18.00 crores) from others is secured by way of first pari passu mortgage on immovable properties
and first charge by way of hypothecation of all movables (save and except book debts), both present and future, subject
to prior charges created in favour of the Company’s bankers on the current assets for securing working capital borrowings,
term loans of Rs. Nil (2007-2008 – Rs.50.00 crores) from banks were secured by way of second mortgage/charge
created on immovable/movable fixed assets, both present and future and term loans of Rs. 258.48 crores (2007-2008
Rs. 120.03 crores) from others are secured by way of first pari passu mortgage/charge created/to be created on
immovable and movable assets (excluding current assets), both present and future and a second charge ranking pari
passu on the current assets, both present and future of the Company’s undertakings at Kota, Rajasthan
(Rs. 41.39 crores due within a year; 2007-2008 – Rs. 87.87 crores).
(iii) Term loan of Rs. 1.32 crores (2007-2008 – Rs. 3.32 crores) from a bank is secured by way of first mortgage, ranking pari
passu, on immovable/movable fixed assets, both present and future, pertaining to the Company’s Ajbapur Sugar Complex
and Rupapur Sugar Complex, Uttar Pradesh, (Rs. 1.32 crores due within a year; 2007-2008 – Rs. 2.00 crores).
(iv) Term loan of Rs. 33.33 crores (2007-2008 – Rs. 41.67 crores) from a bank is secured by way of first pari passu
mortgage/charge created on immovable/movable fixed assets, both present and future, term loans of Rs. 94.37 crores
(2007-08: Rs. 74.23 crores) from banks are secured by way of first pari passu mortgage/charge created on immovable/
movable assets, both present and future, subject to any prior charges created in favour of the Company’s bankers on
the current assets for securing working capital borrowings and term loans of Rs. 42.29 crores (2007-2008 –
Rs. 42.29 crores) from others are secured by way of a exclusive second charge on movable assets (save and
except book debts) both present and future, pertaining to the Company’s Ajbapur Sugar Complex, Uttar Pradesh
(Rs. 31.47 crores due within a year; 2007-2008 – Rs. 8.33 crores)
(v) Term loan of Rs. 101.36 crores (2007-2008 – Rs. 80.00 crores) from a bank is secured by way of first mortgage/
charge created on immovable/movable assets, both present and future, subject to prior charges created in favour of
Company’s bankers on current assets for securing working capital borrowings, term loan of Rs. 7.50 crores
(2007-2008 – Rs. 7.50 crores) from a bank is secured by way of first pari passu mortgage/charge created on immovable/
movable fixed assets, both present and future, pertaining to the Company’s Loni Sugar Complex, Uttar Pradesh.
(Rs. 0.18 Crores due within a year; 2007-2008 – Rs. Nil)
(vi) Term loan of Rs. 94.37 crores (2007-2008 – Rs. 74.23 crores) from a bank is secured by way of first pari passu
mortgage/charge created on immovable/movable assets, both present and future, subject to any prior charges created
in favour of the Company’s bankers on the current assets for securing working capital borrowings, term loan of
Rs. 7.50 crores (2007-08 – Rs. 7.50 crores) from a bank is secured by way of first pari passu mortgage/charge
created on immovable/movable fixed assets both present and future and term loan of Rs. 33.45 crores (2007-2008 –
Rs. 26.40 crores) from others is secured by way of first pari passu mortgage/charge created on immovable/movable
assets (excluding current assets) both present and future, and a second charge ranking pari passu on the current assets,
both present and future of the Company’s Hariawan Sugar Complex, Uttar Pradesh. (Rs. 25.61 crores due within a
year; 2007-2008 – Rs. Nil)
(vii) Term loan of Rs. 30.25 crores (2007-2008 – Rs. 35.69 crores) from a bank is secured by way of first mortgage/charge
created on immovable/movable fixed assets, both present and future pertaining to the Company’s Rupapur Sugar
Complex, Uttar Pradesh. (Rs. 15.12 crores due within a year; 2007-2008 – Rs. 11.90 crores)
(viii) Term loan of Rs. 56.43 crores (2007-2008 – Rs. 56.43 crores) from a bank is secured by way of residual mortgage/
charge created on immovable/movable fixed assets, both present and future pertaining to all the four sugar units of the
Company, i.e. Ajbapur Sugar Complex, Uttar Pradesh, Rupapur Sugar Complex, Uttar Pradesh, Hariawan Sugar Complex,
Uttar Pradesh & Loni Sugar Complex, Uttar Pradesh. (Rs. 4.70 crores due within a year; 2007-2008– Rs. Nil)
(ix) Term Loan of Rs. 13.72 crores (2007-2008 – Rs. Nil) from a bank secured by way of equitable mortgage of Land/
Building, both present and future, of SBM unit of the Company at Tonk, Rajasthan. (Rs. Nil due within a year;
2007-2008 – Rs. Nil)
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Deferred tax liabilities
Depreciation 234.35 211.30
234.35 211.30
Deferred tax assets
Provision for gratuity and leave encashment 26.04 22.57
Provision for doubtful debts and advances 3.40 3.13
Others 60.97 14.40
90.41 40.10
Deferred tax liabilities (net) 143.94 171.20
5. FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
Description As at As at Up to For Up to As at As at
March 31, Additions Deductions March 31, March 31, the year Deductions March 31, March 31, March 31,
2008 2009 2008 2009 2009 2008
Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores
This year 2310.84 568.72** 14.35 2865.21 617.00 146.41 10.06 753.35 2111.86
Previous year 2145.61 173.13 7.90 2310.84 498.74 122.14# 3.88 617.00 1693.84
Capital work in progress 28.52 270.36
(including capital advances)
2140.38 1964.20
* Includes Rs. 2.30 crores (2007-2008 - Rs. 1.90 crores) pertaining to land situated at Hardoi and Hyderbad pending registration in favour of the Company.
$ Includes Rs. 0.16 crores (2007-2008 - Rs. 0.16 crores) in respect of certain plant and machinery retired from active use and held for disposal.
# Includes Rs. Nil (2007-2008 - Rs. 0.01 crores) transfer to capital work in progress/fixed assets.
** Includes addition of Rs. 3.89 crores (2007-2008 - Rs. 0.05 crores) on account of foreign exchange fluctuation
6. INVESTMENTS
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Long Term
(valued at cost unless there is permanent fall in value thereof)
Trade Investments
Unquoted
7,95,009 (2007-2008 - 7,95,009) Equity shares of Rs.10 each
fully paid up of Bharuch Eco Aqua Infrastructure Limited 0.79 0.79
45,50,000 (2007-2008 - 30,00,000) Equity shares of Rs. 10
each fully paid up of Forum I Aviation Private Limited.15,50,000 4.55 3.00
Equity shares alloted during the year
Non-trade Investments
Government securities
Unquoted
National savings certificates 0.03 0.01
Investment in Shares, Units, etc.
Quoted
Nil (2007-2008 - 83,115) 6.75% Bonds of Rs.100 each fully
paid-up of Unit Trust of India. 83,115 units redeemed
during the year - 0.83
Unquoted
500 (2007-2008 - 500) 5.5% Bonds of Rs. 10,000 each fully 0.50 0.50
paid-up of Rural Electrification Corporation Limited
Investment in Subsidiaries
Unquoted
60,01,208 (2007-2008 - 60,01,208) Equity shares of Rs.10
each fully paid-up of DCM Shriram Credit and Investments Limited 0.22 0.22
83,51,207 (2007-2008 - 83,51,207) Equity shares of Rs.10
each fully paid-up of DCM Shriram Aqua Foods Limited 4.22 4.22
29,19,058 (2007-2008 - 29,19,058) Equity shares of Rs.10
each fully paid-up of Shriram Bioseed Genetics India Limited 8.78 8.78
2,00,000 (2007-2008 - 50,000) Equity shares of Rs. 10 each fully
paid up of DCM Shriram Energy and Infrastructure Ltd. 1,50,000 0.20 0.05
equity shares of Rs. 10 each fully paid up allotted during the year
17,33,207 (2007-2008 - 17,33,207) Equity shares of Rs. 10
each fully paid-up of DSCL Energy Services Company Limited 1.73 1.73
6. INVESTMENTS (Continued)
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Current Liabilities
Sundry creditors #
Total outstanding dues of micro and small enterprise * 0.99 0.17
Total outstanding dues of creditors other
than micro and small enterprise 436.48 391.20
Ex-gratia payable under voluntary retirement schemes ** 1.21 1.39
Interest accrued but not due on loans 12.14 10.19
450.82 402.95
Provisions
Gratuity 46.70 40.54
Compensated absences 29.90 25.86
Provision for contingencies 12.09 12.09
Proposed dividends 13.27 6.64
Corporate dividend tax 2.26 1.13
104.22 86.26
555.04 489.21
# Sundry creditors do not include any amounts outstanding as on March 31, 2009 which are required to be
credited to Investor Education and Protection Fund.
* Refer note 6 of schedule 12
** Rs. 0.18 crore (2007-2008 - Rs.0.18 crore) due within a year.
9. OTHER INCOME
# Income-tax deducted at source -Rs. 0.56 crore (2007-2008 - Rs. 0.66 crore)
(iv) Inventories
Stores and spares are valued at cost or under. Stock-in-trade is valued at cost or net realisable value,
whichever is lower. The bases of determining cost (which also includes taxes and duties wherever applicable)
for different categories of inventory are as follows:-
Stores, spares and raw materials - Weighted average rate.
Stock-in-trade
Process stocks and finished goods - Direct cost plus appropriate share of overheads after giving credit
for other income and excluding certain expenses like ex-gratia
and gratuity.
By-products - At estimated realisable value
1. REVENUE
External sales 795.44 703.17 419.66 156.23 642.89 502.22 406.97 217.98 876.53 749.65 146.44 139.55 283.41 216.79 3571.34 2685.59
Inter segment sales 0.06 8.22 1.98 - 0.27 4.57 3.09 54.78 46.18 - 0.04 - - 67.57 51.62
Total revenue 795.44 703.23 427.88 158.21 642.89 502.49 411.54 221.07 931.31 795.83 146.44 139.59 283.41 216.79 67.57 51.62 3571.34 2685.59
2. RESULTS
Segment results 25.82 19.69 23.05 7.27 87.86 (4.99) (64.57) (29.64) 197.50 148.97 25.47 27.63 (3.49) (17.48) 291.64 151.45
Unallocated expenses (net of income) 68.82 63.59
Operating profit 25.82 19.69 23.05 7.27 87.86 (4.99) (64.57) (29.64) 197.50 148.97 25.47 27.63 (3.49) (17.48) 222.82 87.86
Interest expense 146.80 84.73
Profit before tax and exceptional items 76.02 3.13
Profit on sale of SBM land redevelopment project - 779.64
Profit before tax 76.02 782.77
Provision for taxation (25.77) 111.78
Net profit 101.79 670.99
3. OTHER INFORMATION
A. ASSETS
Segment assets 281.46 301.11 136.72 87.11 1276.54 1394.76 476.66 305.85 1009.25 909.26 35.49 36.09 228.97 178.72 3445.09 3212.90
Unallocated assets 447.10 350.75
Total assets 281.46 301.11 136.72 87.11 1276.54 1394.76 476.66 305.85 1009.25 909.26 35.49 36.09 228.97 178.72 3892.19 3563.65
B. LIABILITIES
Segment liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.90 13.84 10.30 27.84 20.36 492.95 448.31
Share capital and reserves 1231.59 1145.33
Secured and unsecured loans 1961.62 1757.91
Unallocated liabilities 206.03 212.10
Total liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.90 13.84 10.30 27.84 20.36 3892.19 3563.65
C. OTHERS
Capital expenditure 5.39 5.11 - 0.01 64.53 20.30 113.95 98.85 99.00 233.77 1.95 1.98 39.32 17.66
Depreciation 12.24 13.06 0.04 0.05 43.28 41.76 11.55 5.06 63.92 47.62 1.97 2.96 11.36 9.51
Non cash expenses other than depreciation 0.02 0.30 1.43 0.03 0.55 0.22 0.27 0.30 0.07 0.62
# As ‘Chemicals’ and ‘Plastics’ business of the Company have become more interrelated and similar during the year and based on the factors detailed in Accounting Standard (AS) - 17, ‘ Segment Reporting’ notified under Companies
(Accounting Standard) Rules, 2006, these segments have been combined into one segment namely ‘Chloro-Vinyl’
10. Related party disclosures under Accounting Standard AS-18 “Related Party Disclosures” notified under Companies
(Accounting Standard) Rules, 2006:
A. Name of related party and nature of related party relationship
Subsidiaries: DCM Shriram Credit and Investments Limited, DCM Shriram International Limited, DCM Shriram
Infrastructure Limited, DCM Shriram Thermal Energy Limited (formerly Anant Thermal Energy Limited),
Hariyali India Limited*, DCM Shriram Aqua Foods Limited, Hariyali Rural Foundation (formerly Hariyali
Finance Foundation), DSCL Energy Services Company Limited, Hariyali Rural Ventures Limited, Hariyali
Insurance Broking Limited*, DCM Shriram Energy and Infrastructure Ltd., DCM Shriram Hydro Energy
Limited*, SBM Yarn Limited*, Fenesta Building Systems Limited*, Shri Ganpati Fertilizers Limited*, Shriram
Bioseed Genetics India Limited, Shriram Bioseed (Thailand) Limited, Bioseeds Limited, Bioseed Research
Philippines Inc., Bioseeds Holdings PTE. Limited*, Bioseed Vietnam Limited, Bioseed Research India Private
Limited, Shriram Bioseed Ventures Limited, Shriram Bioseeds Limited, Zeus Investments Limited, Affee
Investment Corp.**, Bioseed Genetics International Inc.**,
* subsidiary from current year,
**liquidated during the year.
Key Managerial Persons, their relatives and HUFs: Mr. Ajay S. Shriram, Mr. Vikram S. Shriram, Mr. Rajiv
Sinha, Mr. Ajit S. Shriram, Mr. N.J. Singh, Mr. Aditya A. Shriram (relative of Mr. Ajay S. Shriram), Mrs. Divya
Sinha (relative of Mr. Rajiv Sinha), Ms. Arunima Sinha (relative of Mr. Rajiv Sinha), M/s. Ajay S. Shriram
(HUF), M/s. Vikram S. Shriram (HUF).
12. ‘Excise duty’ on sales has been deducted from gross sales on the face of profit and loss account. ‘Increase/
(decrease) in excise duty on finished goods’ has been shown under the head ‘Manufacturing and other expenses’
in schedule 10.
13. Managerial remuneration
Managerial remuneration of Rs. 6.93 crores (2007-2008 – Rs. 3.82 crores) includes commission payable to
managing directors Rs. 2.07 crores (2007-2008 – Rs. Nil) and non-working directors Rs. 0.42 crores (2007-
2008 – Rs. Nil).
Provision for incremental gratuity liability and leave encashment for the current year in respect of directors has
not been considered above, since the provision is based on an actuarial basis for the Company as a whole.
Computation of net profit in accordance with section 198 of the Companies Act, 1956 and commission
payable to directors.
This Year
(Rs. Crores)
Profit for the year before tax, per profit and loss account 76.02
Add: Managerial remuneration including commission 6.93
Directors’ sitting fees 0.09
83.04
Net profit in accordance with section 198 of the Companies Act, 1956 83.04
Maximum remuneration to managing directors @ 10% of the net profit 8.30
Restricted to 6.51
Maximum remuneration @ 1% of net profit to non-working directors 0.83
Restricted to 0.42
Previous year figure has not been given as in view of inadequacy of profits, remuneration was paid in accordance
with Central Government’s approval/Schedule XIII to the Act, as applicable.
14. Current Investments purchased and sold during the year are as follows:
Current Investments (Mutual fund units) purchased and sold during the year 2008-09:-
S. Face value Purchased Units* Sold units*
No. Name of the Fund Nos. Amount Nos.
(Rs.) (Crores) (Rs. Crores) (Crores)
1 UTI Money Market Mutual Fund - Daily Reinvest Option 10 47.74 72.31 47.74
2 UTI Liquid Cash Plan Institutional - Daily Income Option- Re-Investment 1000 0.01 10.00 0.01
3 JM High Liquidity Fund - Super Institutional Plan- Daily Dividend 10 1.00 10.00 1.00
4 Kotak Liquid (Institutional) - Weekly Dividend 10 26.05 318.49 26.05
5 DWS insta cash plus fund - regular plan daily dividend 10 3.07 31.62 3.07
6 DWS insta cash plus fund - institutional plan daily dividend 10 4.19 42.02 4.19
7 DWS insta cash plus fund - super institutional plan daily dividend 10 36.87 369.43 36.87
8 Birla Sunlife Liquid Plus - Institutional Daily Dividend - Reinvestment 10 2.70 26.96 2.70
9 Birla Sunlife Cash Plus - Institutional Premium Daily Dividend - Reinvestment 10 143.72 1,439.96 143.72
10 HDFC cash management fund savings plan- dividend daily reinvestment 10 4.93 52.47 4.93
11 HDFC Liquid Fund Premium Plan - Dividend Daily Reinvestment 10 33.68 412.94 33.68
12 Principal Cash Management Fund- Liquid Option Instl. Plan- Dividend Reinvestment Daily 10 4.14 41.41 4.14
13 Canara Robeco Liquid Super Instl. Daily Dividend Reinvestment 10 46.99 471.87 46.99
14 Reliance Money Manager Fund -Institutional Option - Daily Dividend Plan 1000 0.01 8.36 0.01
15 Reliance Liquid Fund-Treasury Plan - Institutional Option Daily Dividend Option' 10 9.49 145.04 9.49
16 Reliance Liquidity Fund-Daily Dividend Reinvestment Option 10 35.25 352.57 35.25
17 Bharti Axa Liquid Fund - Super Institutional Plan - Daily Dividend 1000 0.15 148.77 0.15
18 Tempelton India Treasury Management Account-Institutional Plan-Daily
Dividend Reinvestment 1000 0.02 16.40 0.02
19 Tempelton India Treasury Management Account-Super Institutional Plan-Daily
Dividend Reinvestment 1000 0.42 416.54 0.42
20 Tata Liquid Super High Investment Fund - Daily Dividend Reinvestment 1000 0.73 812.97 0.73
21 Tata Treasury Manager -Ship Daily Dividend 1000 0.01 15.00 0.01
22 JP morgan india liquid fund-super institutional daily dividend plan reinvestment 10 15.93 159.39 15.93
23 DSP Black Rock Cash Manager Fund -Institutional Plan Daily Dividend 1000 0.07 69.07 0.07
24 SBI Magnum Insta Cash Fund -Daily Dividend Plan 10 11.53 156.34 11.53
25 ICICI Prudential Institutional Liquid Plus -Super Institutional Daily Plan 10 133.78 1,337.88 133.78
26 Fidelity Cash Fund (Super Institutional) Daily Dividend 10 1.00 10.00 1.00
27 ING Liquid Fund Super Institutional- Dailty Dividend Option 10 9.06 90.62 9.06
28 Kotak Liquid (Institutional Premium) -Daily Dividend) 10 3.19 39.06 3.19
Total 575.73 7,077.49 575.73
* include dividend units
15. Amount of borrowing costs capitalised to fixed assets during the year Rs. 12.19 crores (2007-2008 - Rs. 5.24
crores)
16. There are no disputed dues of wealth tax, customs duty and cess matters. The details of disputed Excise duty,
Sales-tax and Income- tax dues as on March 31, 2009 are as follows:
Nature of the statute Nature of Forum where Amount* Amount paid Period to which the
the dues pending (Rs. Crores) under protest amount relates
(Rs. Crores)
Central Excise Law Excise duty Appellate authority up 2.14 - 1995-96, 2001-02, 2003-04,
to commissioners’ level 2005-06, 2006-07,2007-08
Central Excise and 0.15 0.06 1997-98, 2003-04
Service Tax
Appellate Tribunal
Sales Tax Laws Sales tax Appellate authority up 3.70 1.15 1983-84, 1994-95,
to commissioners’ level 1995-96 to 2000-01,
2005-06, 2006-07, 2007-08
Income Tax Act, 1961 Income tax Commissioner (Appeal) 31.86 31.86 2004-05, 2005-06
Income Tax 8.10 8.10 2002-03, 2003-04
Appellate Tribunal
*amount as per demand orders including interest and penalty whenever quantified in the Order
17. Provision for contingencies aggregating to Rs. 12.09 crores (2007-2008 - Rs. 12.09 crores) in Schedule 8
represents the maximum possible exposure on ultimate settlement of issues relating to reconstruction
arrangement of the companies.
DSCL ANNUAL REPORT ‘08-’09 60
DCM SHRIRAM
Schedules to the Accounts (Continued) CONSOLIDATED LIMITED
18. Research and development expenses included under relevant heads in the profit and loss account Rs. 2.13
crores (2007-2008 - Rs. 1.54 crores).
19. Category wise quantitative data about Derivative Instruments:
Nature of Number of deals Purpose Amount in foreign Amout in Rs. Crores
Derivative currency (in Crores)
This Previous This Previous This Previous This Previous
Year Year Year Year Year Year Year Year
US Dollar Interest 3 5 Hedging Hedging USD 1.70 USD 3.1 86.16 124.00
rate swap
Overnight Index swap - 1 Hedging Hedging - - - 25.00
Currency swap 2 - Hedging - USD 1.00 - 50.68 -
Currency swap 3 - Hedging - JPY 251.25 - 128.17 -
Coupon swap 4 4 Conversion of Indian Rupee Conversion of USD 0.50 USD 0.5 25.34 20.00
denominated coupons into Indian Rupee
USD coupons denominated
coupons into
USD coupons
Options 1 1 Hedging Hedging JPY 58.75 USD 0.5 29.97 20.00
Foreign Currency exposures that are not hedged by derivative instruments or otherwise are as follows:
Particulars This year Previous Year
Amount in foreign Amount in Amount in foreign Amount in
currency (in Crores) Rs. Crores currency (in Crores) Rs. Crores
Loans - - USD 2.25 90.15
Current liabilities USD 0.07 3.42 USD 0.17 6.78
- - EURO 0.006 0.36
JPY 0.05 0.03 JPY 1.62 0.65
Current Assets USD 0.01 0.54 USD 0.08 3.39
GBP 0.00037 0.03 GBP 0.001 0.06
EURO 0.15 9.77 EURO 0.005 0.31
JPY 0.04 0.02 - -
20. The Company had accounted for cane purchases for sugar year 2007-08 at Rs. 110 per quintal, the rate at
which it has made payment to the cane growers as per the interim order of the Hon’ble Supreme Court,
against the price of Rs. 125 per quintal fixed by the Uttar Pradesh State Government. Necessary adjustments
will be made in accordance with the orders of the Hon’ble court in the matter.
21. Disclosure in respect of assets taken on lease under Accounting Standards AS-19 “leases” issued by the
Institute of Chartered accountants of India:
(i) General description of the lease :
The Company has entered into lease agreements for lease of offices, retails outlets etc., generally for a period of 5/15
years, which can be terminated, by serving notice period as per the terms of the agreements.
(ii) (Rs. Crores)
This Year Previous Year
Total of minimum lease payments 13.19 10.06
The total of minimum lease payments for a period :
- Not later than one year 7.97 4.40
- Later than one year and not later than five years 5.07 5.36
- Later than five years 0.15 0.30
(iii) Lease payment recognised in profit and loss account for the year 16.21 9.63
22. Previous year’s figures have been recast, wherever necessary.
23. Schedules 1 to 12 and the statement of additional information form an integral part of the financial statements.
2008-09 2007-08
Rs. Crores % Rs. Crores %
(d) Value of imported/indigenous
raw materials,spare parts,
components and stores consumed
(i) Raw materials
Imported 28.63 2.61 14.88 1.26
Indigenous 1068.28 97.39 1168.71 98.74
1096.91 100.00 1183.59 100.00
(ii) Spare parts, components and stores
Imported 14.23 10.46 13.34 9.44
Indigenous 121.77 89.54 128.03 90.56
136.00 100.00 141.37 100.00
NOTES :
1. The Licences acquired from undivided DCM Limited, pursuant to the Scheme of Arrangement, are pending
endorsement in the name of the Company.
2. Installed capacity is as certified by officials of the Company and relied upon by the auditors, being a technical
matter.
3. The figures of production, sales, opening/closing stocks of caustic soda consist of liquid and flakes, both.
4. The figures of production, sales, opening/closing stocks of chlorine consist of liquid chlorine and chlorine
gas, both.
5. The sales quantities are net of samples/shortages.
6. Where one class of goods is used in the manufacture of another, consumption of materials has been arrived
at after deducting internal transfers.
7. Production details in respect of a class of goods captively consumed have not been indicated.
8. Interest paid/payable to financial institutions/banks in India on foreign currency loans is not included under
item 4(b) above, as such payments have been/will be made in Indian Rupees to the financial institutions.
I. Registration Details
Registration No. - 3 4 9 2 3 State Code 5 5
Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies
1 2 3 4 5
1. Name of the Subsidiary DCM SHRIRAM CREDIT AND DCM SHRIRAM AQUA FOODS DCM SHRIRAM DSCL ENERGY SERVICES DCM SHRIRAM
INVESTMENTS LIMITED LIMITED INTERNATIONAL LIMITED COMPANY LIMITED INFRASTRUCTURE LIMITED
2. Financial year of the 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009
Subsidiary
3. Holding Company’s interest Holder(s) of 60,01,208 Equity Holder(s) of 83,51,207 Equity Holder(s) of 50,007 Equity Holder(s) of 17,33,207 Equity Holder(s) of 50,007 Equity
as on 31.3.2009 Shares of Rs.10/- each out of Shares of Rs.10/- each out of Shares of Rs.10/- each out of Shares of Rs.10/- each in its Shares of Rs.10/- each out of
total issued and subscribed total issued and subscribed total issued and subscribed name and Holding of 48,993 total issued and subscribed
Equity Share Capital of Equity Share Capital of Equity Share Capital of 50,007 Equity Shares of Rs.10/- each Equity Share Capital of 50,007
60,01,208 shares. 83,51,207 shares. shares by DCM Shriram Credit by DCM Shriram Credit and shares by DCM Shriram Credit
and Investments Ltd., another Investments Ltd., another and Investments Ltd., another
subsidiary of the Company. subsidiary of the Company out subsidiary of the Company.
of total issued and subscribed
Equity Share Capital of
17,82,200 shares.
4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:
i) For Subsidiary’s financial Rs.0.0373 crore (Rs. 0.0517 crore) (0.0016 crore) Rs.1.0592 crores (Rs0.0721 crore)
year ended 31st March,
2009
ii) For Subsidiary’s previous (Rs.3.535 crores) (Rs.4.859 crores) (Rs.0.0224 crore) Rs.1.071 crores (Rs.0.1521 crore)
financial years since it
became Subsidiary.
5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:
6 7 8 9 10
1. Name of the Subsidiary DCM SHRIRAM THERMAL DCM SHRIRAM ENERGY AND DCM SHRIRAM HYDRO HARIYALI RURAL VENTURES HARIYALI RURAL
ENERGY LIMITED INFRASTRUCTURE LIMITED ENERGY LIMITED LIMITED FOUNDATION
(formerly known as Anant (formerly known as Hariyali
Thermal Energy Limited) Finance Foundation)
2. Financial year of the 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009
Subsidiary
3. Holding Company’s interest Holder(s) of 50,000 Equity Holder(s) of 2,00,000 Equity Holder(s) of 50,000 shares of Holder(s) of 50,000 shares of Holder(s) of 10,000 Equity
as on 31.3.2009 Shares of Rs.10/- each out of Shares of Rs.10/- each out of Rs. 10/- each out of total Rs. 10/- each out of total Shares of Rs.10/- each out of
total issued and subscribed total issued and subscribed issued and subscribed Equity issued and subscribed Equity total issued and subscribed
Equity Share Capital of 50,000 Equity Share Capital of Share Capital of 50,000 shares Share Capital of 50,000 shares. Equity Share Capital of 10,000
shares by DCM Shriram Credit 2,00,000 shares. by DCM Shriram Energy and shares by DCM Shriram Credit
and Investments Ltd., another Infrastructure Limited, another and Investments Ltd., another
subsidiary of the Company. subsidiary of the Company. subsidiary of the Company.
4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:
i) For Subsidiary’s financial (0.0021 crore) (Rs.0.0275 crore) (Rs. 0.1251 crore) (Rs.0.2552 crore) (Rs.0.0016 crore)
year ended 31st March,
2009
ii) For Subsidiary’s previous (Rs. 0.0568 crore) (Rs.0.0069 crore) N.A. (Rs.0.0007 crore) (Rs.0.0015 crore)
financial years since it
became Subsidiary.
5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:
Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies
11 12 13 14 15
1. Name of the Subsidiary HARIYALI INDIA LIMITED HARIYALI INSURANCE SHRIRAM BIOSEED BIOSEEDS LTD. SHRIRAM BIOSEEDS LIMITED
(formerly known as Hariyali BROKING LIMITED (THAILAND) LIMITED
Rural Services Limited)
2. Financial year of the 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009
Subsidiary
3. Holding Company’s interest Holder(s) of 50,000 shares of Holder(s) of 50,000 shares of Holder(s) of 9,99,993 shares of Holder(s) of 11,74,551 Holder(s) of 2,50,000 Equity
as on 31.3.2009 Rs. 10/- each out of total Rs. 10/- each out of total 100 Thai Baht each (includes Ordinary Shares of USD 1 Shares of USD 1 each out of
issued and subscribed Equity issued and subscribed Equity 9,60,000 shares of paid-up each in its name and total issued and subscribed
Share Capital of 50,000 shares Share Capital of 50,000 shares amount of 25 Thai Baht each) 11,28,490 Equity Shares of Equity Share Capital of
by DCM Shriram Credit & by Hariyali Rural Ventures out of total issued and USD 1 each by Shriram 2,50,000 Equity shares by
Investments Limited, another Limited, another subsidiary of subscribed Equity Share Capital Bioseeds Limited, another Shriram Bioseed Ventures
subsidiary of the Company. the Company. of 10,00,000 shares of 100 subsidiary of the Company, out Limited, another subsidiary of
Thai Bhat each by Shriram of total issued Ordinary Share the Company.
Bioseed Genetics India Ltd, Capital of 23,03,041 Equity
another subsidiary of the Shares.
Company.
4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:
i) For Subsidiary’s financial (Rs.0.0054 crore) (Rs.0.0216 crore) 0.5168 crore Rs.0.2383 crore (Rs. 0.9229 crore)
year ended 31st March,
2009
ii) For Subsidiary’s previous N.A. N.A. (Rs.0.173 crore) Rs.0.4528 crore (0.0021 crore)
financial years since it
became Subsidiary.
5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:
16 17 18 19 20
1. Name of the Subsidiary ZEUS INVESTMENTS LIMITED BIOSEEDS HOLDINGS PTE. BIOSEED RESEARCH BIOSEED VIETNAM LIMITED SHRI GANPATI FERTILIZERS
LIMITED PHILIPPINES INC. LIMITED
2. Financial year of the 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009
Subsidiary
3. Holding Company’s interest 6,47,870 equity shares of 4365 ordinary shares of USD 1 Holder(s) of 3,58,523 Shares of Holder(s) of 1,31,25,080 Holders of 17,50,280 equity
as on 31.3.2009 USD 1 each held by Shriram each and 200 ordinary shares PHP 100 each out of total thousand VND stock out of shares of Rs.10/- each out of
Bioseeds Limited, another of Singapore Dollar 1 each out Share Capital of 3,58,523 1,31,25,080 thousand VND total issued and subscribed
subsidiary of the Company. of total issued and subscribed Shares of PHP 100 each by stock by Bioseeds Ltd., another equity share capital of
share capital. Bioseeds Ltd., another subsidiary of the Company. 21,50,000 Shares.
subsidiary of the Company.
4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:
i) For Subsidiary’s financial Rs.0.0325 crore (0.0113 crore) (Rs.0.1538 crore) Rs.9.334 crores (Rs. 2.35 crores)
year ended 31st March,
2009
ii) For Subsidiary’s previous N.A. N.A. Rs.2.4298 crores Rs.10.463 crores N.A.
financial years since it
became Subsidiary.
5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:
Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies
21 22 23 24 25
1. Name of the Subsidiary SHRIRAM BIOSEED GENETICS BIOSEED RESEARCH INDIA SHRIRAM BIOSEED VENTURES SBM YARN LIMITED FENESTA INDIA LIMITED
INDIA LIMITED PRIVATE LIMITED LIMITED (formerly known as Fenesta
Building Systems Limited)
2. Financial year of the 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009 31st March, 2009
Subsidiary
3. Holding Company’s interest Holder(s) of 29,19,058 Equity Holder(s) of 37,424 Equity Holder(s) of 40,50,000 Equity Holders of 50,000 equity Holders of 50,000 equity
as on 31.3.2009 Shares of Rs.10/- each in its Shares of Rs.100/- each out of Shares of Rs. 10/- each out of shares of Rs.10/- each out of shares of Rs.10/- each out of
name, and 25,84,624 shares total issued and subscribed total issued and subscribed total issued and subscribed total issued and subscribed
of Rs. 10/- each by Zeus Equity Share Capital of 37,424 Equity Share Capital of equity share capital of 50,000 equity share capital of 50,000
Investments Limited, 2,19,968 shares by Bioseeds Ltd., 40,50,000 Shares. equity shares. equity shares.
shares of Rs. 10/- each by another subsidiary of the
Shriram Bioseeds Ltd., other Company.
subsidiaries of the Company
out of total issued and
subscribed Equity Share Capital
of 57,23,657 shares.
4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:
i) For Subsidiary’s financial Rs.5.703 crores Rs. 5.509 crores (Rs.0.013 crore) (Rs. 0.0034 crore) (Rs.0.0034 crore)
year ended 31st March,
2009
ii) For Subsidiary’s previous Rs.2.237 crores (Rs.2.1375 crores) (Rs.0.089 crore) N.A. N.A.
financial years since it
became Subsidiary.
5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:
Particulars regarding subsidiary companies persuant to letter no 47/322/2009 - CL- III dated June 30, 2009 from Ministry of Corporate Affairs.
Year Ended March 31, 2009
Rs. Crores
Name of the Subsidiary Company Capital Reserves Total Total Turnover Profit Provision Profit Proposed
Assets Liabilities Before for After Dividend
Taxation Taxation Taxation
DCM Shriram Credit and Investments Limited 6.00 0.72 12.97 12.97 0.71 0.03 (0.01) 0.04 -
DSCL Energy Services Company Limited 1.78 2.02 3.80 3.80 5.65 1.69 0.63 1.06 -
DCM Shriram International Limited 0.05 - 0.05 0.05 - - - - -
DCM Shriram Infrastructure Limited 0.05 - 24.59 24.59 - (0.07) - (0.07) -
DCM Shriram Thermal Energy Limited) 0.05 - 0.06 0.06 - - - - -
(Formerly Anant Thermal Energy Limited)
Shriram Bioseed Genetics India Limited 5.72 12.80 41.04 41.04 110.54 7.96 2.26 5.70 -
Shriram Bioseed (Thailand ) Limited 3.35 - 4.60 4.60 3.40 0.77 0.26 0.52 -
Bioseeds Limited 11.21 1.15 12.85 12.85 0.31 0.25 0.01 0.24 -
Bioseed Vietnam Limited 5.06 27.66 5.26 5.26 36.58 10.07 0.73 9.34 -
Bioseed Research Philippines, Inc. 5.16 0.46 7.79 7.79 25.47 0.12 0.27 (0.15) -
Bioseed Research India Private Limited 0.37 - 3.40 3.40 15.71 5.68 0.17 5.51 -
DCM Shriram Aqua Foods Limited 8.35 - 8.44 8.44 - (0.05) - (0.05) -
DCM Shriram Energy and Infrastructure Limited 0.20 - 0.41 0.41 - (0.03) - (0.03) -
Shriram Bioseed Ventures Limited 4.05 16.00 54.62 54.62 - (0.01) - (0.01) -
Shriram Bioseeds Limited 1.54 65.47 67.41 67.41 - (0.92) - (0.92) -
Hariyali Rural Foundation 0.01 - 0.01 0.01 0.02 - - - -
(Formerly Hariyali Finance Foundation)
Hariyali Rural Ventures Limited 0.05 - 33.43 33.43 - (0.26) - (0.26) -
Zeus Investments Limited 2.59 - 3.28 3.28 0.08 0.03 - 0.03 -
Shri Ganpati Fertilizers Ltd 2.15 5.11 14.22 14.22 4.56 (2.34) 0.01 (2.35) -
Fenesta Building Systems Limited 0.05 - 0.05 0.05 - - - - -
SBM Yarn Limited 0.05 - 0.05 0.05 - - - - -
DCM Shriram Hydro Energy Limited 0.05 - 0.25 0.25 - (0.13) - (0.13) -
Hariyali India Limited 0.05 - 0.05 0.05 - (0.01) - (0.01) -
Hariyali Insurance Broking Limited 0.05 - 0.05 0.05 - (0.02) - (0.02) -
Bioseeds Holdings PTE. Limited 0.02 - 0.02 0.02 - (0.01) - (0.01) -
Exchange Rate as at 31.3.2009
1 USD = INR 50.68
Details of Investments(other than in subsidiaries) are as follows:
DCM Shriram Credit and Investments Limited Rs. Crores
763.959 US-2002 of Unit Trust of India of Rs. 10/- each fully paid up( # Rs.5,000) #
National Saving Certificate (## Rs.9,000) ##
5,400 Master Gains 92 of Unit Trust of India of Rs. 10/- each fully paid up (### Rs.47,000) ###
1,50,000 equity shares of IFCI Ltd. of Rs.10/- each fully paid up 0.06
2,500 equity shares of APW President System Ltd. of Rs. 10/- each fully paid up 0.01
66,037 equity shares of Bank of Baroda of Rs. 10/- each fully paid up 1.52
45,108 equity shares fo Gujrat State Petronet Ltd of Rs. 10/- each fully paid up 0.12
34,150 equity shares of National Thermal Power Corporation Ltd. of Rs. 10/- each fully paid up 0.21
3,430 equity shares of Punjab National Bank of Rs.10/- each fully paid up 0.13
37,870 equity shares fo Yes Bank Ltd of Rs. 10/- each fully paid up 0.17
6,934 equity shares of IL & FS Investsmart Ltd. of Rs. 10/- each fully paid up 0.09
1708 equity shares of Future Capital Holdings Ltd. of Rs.10/- each fully paid up 0.13
97,907 equity shares of Power Grid Corporation of India Ltd of Rs. 10/- each fully paid up 0.51
8,708 equity shares of Reliance Power of Rs.10/- each fully paid-up 0.24
49,950 equity shares of Pacific Land Development Pvt. Ltd. of Rs. 10/- each fully paid up 0.05
3,00,000 equity shares of E Commodities Ltd. of Rs. 10/-each fully paid up 0.30
2,00,000 equity shares of Ellenbarie Commercial Ltd. of Rs. 10/-each fully paid up 1.50
40,000 equity shares of BMD Estates Pvt. Ltd of Rs. 10/-each fully paid up -
5,00,000 equity shares of Forech India Ltd of Rs. 10/-each, Rs. 4 paid up 1.75
DSCL Energy Services Company Limited
Investment in mutal funds
Reliance Mutual Fund - 4044.826 units in Money Manager Retail daily dividend 0.41
DWS Ultra Mutual Fund - 2,00,695.013 units in Short term - Daily Dividend 0.20
Kotak Mutual Fund - 1,70,476.460 units in Flexi Debt - Daily Dividend 0.17
Other Subsidiaries Nil
The Company will make available the annual accounts and related detailed information of the subsidiary companies upon request to the
shareholders of the holding and the subsidiary companies. These shall also be kept for inspection at the head office of the Company and the
subsidiary companies.
Auditors’ Report
Report of the Auditors to the Board of Directors of DCM Shriram Consolidated Limited on the Consolidated Financial
Statements of DCM Shriram Consolidated Limited and its Subsidiaries.
We have examined the attached consolidated balance sheet of these subsidiaries, is based solely on the report of the
of DCM Shriram Consolidated Limited and its subsidiaries, other auditors.
as at March 31, 2009, the consolidated profit and loss
3. We report that the consolidated financial statements have
account and also the cash flow statement for the year ended
been prepared by the Company in accordance with
on that date annexed thereto. These financial statements
the requirements of Accounting Standard 21,
are the responsibility of the management of DCM Shriram
Consolidated Financial Statements, notified by the
Consolidated Limited. Our responsibility is to express an
Companies (Accounting Standard) Rules, 2006 and on
opinion on these financial statements based on our audit.
the basis of the separate audited financial statements of
1. We conducted our audit in accordance with generally DCM Shriram Consolidated Limited and its subsidiaries
accepted auditing standards in India. These standards included in the consolidated financial statements.
require that we plan and perform the audit to obtain
4. Without qualifying our opinion, we draw attention to
reasonable assurance whether the financial statements
note 17 of schedule 13 relating to accounting for cane
are prepared, in all material respects, in accordance with
purchase liability for the sugar season 2007-08 at
an identified financial reporting framework and are free
Rs. 110 per quintal instead of State Advised Price of
of material misstatements. An audit includes, examining
Rs. 125 per quintal fixed by the Uttar Pradesh
on a test basis, evidence supporting the amounts and
State Government. Pending completion of legal
disclosures in the financial statements. An audit also
proceedings in the matter, the effect thereof on these
includes assessing the accounting principles used and
accounts can not be determined at this stage.
significant estimates made by management, as well as
evaluating the overall financial statements. We believe 5. In our opinion and on the basis of the information and
that our audit provides a reasonable basis for our opinion. explanations given to us and on the consideration of the
separate audit reports on individual audited financial
2. We did not audit the financial statements of subsidiaries
statements of DCM Shriram Consolidated Limited and
viz., DCM Shriram Credit and Investments Limited, DSCL
its subsidiaries, we are of the opinion that:
Energy Services Company Limited, DCM Shriram
International Limited, DCM Shriram Infrastructure Limited, (a) the consolidated balance sheet gives a true and fair
DCM Shriram Thermal Energy Limited (Formerly known view of the consolidated state of affairs of DCM
as Anant Thermal Energy Limited), Hariyali Rural Shriram Consolidated Limited and its subsidiaries as
Foundation (Formerly known as Hariyali Finance at March 31, 2009;
Foundation), DCM Shriram Energy and Infrastructure
(b) the consolidated profit and loss account gives a true
Limited, Hariyali Rural Ventures Limited, DCM Shriram
and fair view of the consolidated results of operations
Aqua Foods Limited, Bioseeds Limited, Bioseed Vietnam
of DCM Shriram Consolidated Limited and its
Limited, Bioseed Holding PTE Limited, Bioseed Research
subsidiaries for the year ended on that date; and
Phillipines Inc., Bioseed Research India Private Limited,
Shriram Bioseed Genetics India Limited, Shriram Bioseed (c) the consolidated cash flow statement gives a true
(Thailand) Limited, Shriram Bioseed Ventures Limited, and fair view of the cash flows of DCM Shriram
Shriram Bioseed Limited, Zeus Investments Limited, DCM Consolidated Limited and its subsidiaries for the year
Shriram Hydro Energy Limited, Fenesta Building Systems ended on that date.
Limited, SBM Yam Limited, Hariyali India Limited, Hariyali
Insurance Broking Limited and Shri Ganpati Fertilizers
Limited whose financial statements reflect total assets For DELOITTE HASKINS & SELLS
of Rs. 150.46 crores as at March 31, 2009, total Chartered Accountants
revenues of Rs. 118.86 crores and cash flows amounting
to Rs. 9.45 crores for the year ended on that date as Jaideep Bhargava
considered in Consolidated Financial Statement. These Partner
financial statements have been audited by other auditors Membership No.: 90295
whose reports have been furnished to us, and our opinion, New Delhi
insofar as it relates to the amounts included in respect Date: June 3, 2009
1. SHARE CAPITAL
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Authorised
24,99,50,000 (2007-2008 - 24,99,50,000) Equity shares 49.99 49.99
of Rs.2 each
65,01,000 (2007-2008 - 65,01,000) Cumulative
redeemable preference shares of Rs.100 each 65.01 65.01
115.00 115.00
Issued
16,98,03,320 (2007-2008 - 16,98,03,320) Equity shares
of Rs.2 each 33.96 33.96
Subscribed and paid up
16,59,03,320 (2007-2008 - 16,59,03,320) Equity shares
of Rs.2 each, fully called-up 33.18 33.18
Add: Forfeited shares - Amount originally paid up 0.16 33.34 0.16 33.34
33.34 33.34
NOTES:
Of the issued, subscribed and paid-up capital,
- 2,87,75,380 equity shares of Rs. 2 each represent the equity shares issued on October 9, 1990 to the members of undivided DCM Limited in the ratio
of one share for every four shares held by the members in undivided DCM Limited, in terms of the Scheme of Arrangement effective from April 1, 1990,
without payment being received in cash.
- 8,29,51,660 equity shares of Rs. 2 each fully paid up were allotted and issued as bonus shares by capitalisation of Capital Redemption Reserve
3. LOAN FUNDS
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Secured
Debentures - 3.00
Loans from banks
On cash credit account 133.17 216.25
Others 751.82 818.44
Other loans 490.97 218.72
1,375.96 1,256.41
Unsecured
Deposits
Fixed 3.31 5.08
Others 31.16 29.99
Interest accrued and due on deposits 0.24 0.64
Short term loans and advances
Banks 572.40 488.18
Others 3.68 2.78
Finance Lease Liability* 0.39 0.36
611.18 527.03
1,987.14 1,783.44
* Represents present value of minimum lease payments. Also refer note 7 in schedule 13.
5. FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
* - Includes Rs.2.30 crores (2007-2008 - Rs. 1.90 crores) pertaining to land situated at Hardoi and Hyderabad pending registration in favour of the Company
- Land amounting to Nil (Rs.0.11 crore) is yet to be mutuated in the name of Bioseed Research India Private Limited
** Includes addition of Rs.3.89 crores (2007-2008 - Rs 0.05 crore) on account of foreign exchange fluctuation.
$ Includes Rs. 0.16 crore (2007-2008 Rs. 0.16 crore) in respect of certain plant and machinery retired from active use and held for disposal.
$$ Refer note 7 in schedule 13
# - Includes Rs. 0.03 crore (2007-2008 - Rs. 0.01 crore) included in additions to fixed assets/capital work in progress
6. INVESTMENTS
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Long Term
(valued at cost unless there is permanent fall in value thereof)
Trade Investments
Unquoted
7,95,009 (2007-08 - 7,95,009) Equity shares of Rs. 10/- each
fully paid up of Bharuch Eco Aqua Infrastructure Limited. 0.79 0.79
45,50,000 (2007-08 - 30,00,000) Equity Shares of Rs. 10/- each
shares of Forum I Aviation Private Limited. 15,50,000 equity shares
alloted during the year 4.55 3.00
Quoted
763.959 (2007-08 - 763.959) US-2002 of Unit Trust of India
of Rs. 10/- each fully paid up (# Rs. 0.05 lacs) # #
Non-Trade Investments
Government Securities
Unquoted
National savings certificates * 0.03 0.01
Investment in Shares, Units, etc.
Quoted
Nil (2007-08 - 95,495 ) 6.75 % Bonds of Rs.100/- each fully paid-up
of Unit Trust of India, 95,495 units redeemed during the year - 0.95
1,50,000 (2007-08 - 150,000 ) Equity shares of IFCI Limited of
Rs.10/- each fully paid up 0.06 0.06
5,400 (2007-08 - 5,400) Master Gains 92 of Unit Trust of India
of Rs. 10/- each fully paid up (@ Rs. 0.47 lacs) @ @
2,500 (2007-08 - 2,500) Equity shares of APW President System
Limited of Rs.10/- each fully paid up 0.01 0.01
66,037 (2007-08 - 66,037 ) Equity shares of Bank of Baroda of
Rs. 10/- each fully paid up. 1.52 1.52
8,708 (2007-2008 - 5,443) Equity shares of Reliance Power Limited of
Rs. 10/- each fully paid up, 3,265 bonus shares allotted during the year 0.24 0.24
45,128 (2007-08 - 45,128) Equity shares of Gujarat State Petronet
Limited of Rs. 10/- each fully paid up 0.12 0.12
1,708 (2007-2008 - 1,708 ) Equity shares of Future Capital Holdings
Ltd. Rs. 10/- each fully paid up 0.13 0.13
34,150 (2007-08 - 34,150) Equity shares of National Thermal Power
Corporation Limited of Rs.10/- each fully paid up 0.21 0.21
3,430 (2007-08 - 3,430) Equity shares of Punjab National Bank
of Rs.10/- each fully paid up 0.13 0.13
6. INVESTMENTS (Continued)
As at As at
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
11. DEPRECIATION
Year ended Year ended
March 31, 2009 March 31, 2008
Rs. Crores Rs. Crores
Depreciation 148.76 123.68
Less: Transfer from revaluation reserve 0.03 0.03
148.73 123.65
* all the above matters are subject to legal proceedings in the ordinary course
of business. The legal proceedings, when ultimately concluded will not, in the
opinion of management, have a material effect on results of operations or
financial position of the Company.
(ii) Capital commitments (net of advances) 11.70 94.04
(iii) Guarantees given to financial institutions, banks and other parties in
respect of loans availed by other parties:
Amount guaranteed 1.85 1.85
Amount of loans outstanding 0.46 0.52
3. In accordance with past practice, the Company has taken revenue credits aggregating Rs. 46.81 crores (2007-2008 -
Rs. 14.21 crores) for urea subsidy claims , which are pending notification/ final acceptance by ‘Fertiliser Industry Coordination
Committee’ (FICC), Government of India, in pursuance of the Retention Price Scheme administered for nitrogenous fertilisers.
Similarly, revenue credits aggregating Rs. 17.38 crores (2007-08- Rs. 0.27 crores) for subsidy claims relating to Di-Ammonium
Phosphate, Muriate of Potash and Single Super Phosphate have been taken which are pending notification of final rates of concession/
subsidy by the Government of India, Ministry of Chemicals and Fertilisers. Necessary adjustment to revenue credits so accrued will
be made on issuance of notification by FICC/Government of India, Ministry of Chemicals and Fertilisers or final settlement thereof.
4. The Hon’ble Supreme Court vide its Order dated December 11, 1996 directed that the Aqua projects shall be allowed to be
developed after the projects are granted approval by an ‘Authority’ to be constituted by the Central Government, which is still
pending. DCM Shriram Aqua Foods Limited (DSAFL) is monitoring the developments in this regard and will take appropriate actions
in due course.
However, DSAFL, in the year 2001-2002, based on a valuation of its assets carried out by an independent valuer had out of
abundant caution made a provision for contingencies of Rs. 4.00 crores towards the possible diminution in the value of its assets.
5. Sundry debtors of Shriram Bioseed Genetics India Limited (SBGI) include Rs. 1.16 crores (2007-08 Rs. 1.16 crores) in respect of a
debtor against whom legal action for recovery has been initiated. In the opinion of the management of SBGI, this outstanding is
considered fully recoverable and therefore, has not been provided for.
6. Segment reporting
A. Business segments :
Based on the guiding principles given in Accounting Standard AS-17 “Segment Reporting” notified by the Companies ( Accounting
Standard) Rules, 2006 the Company’s business segments include: Fertilisers (manufacturing of urea), Chloro-Vinyl (manufacturing
of poly-vinyl chloride, carbide and chlor alkali products), Agri inputs (trading of di ammonia phosphate, muriate of potash, super
phosphate, other fertilisers, seeds and pesticides),Cement (manufacturing of cement), Sugar (manufacturing of sugar products
and co-generation of Power), Hariyali Kisaan Bazaar (Rural retail and agri businesses), Bioseed (production of hybrid seeds),
Others (energy services, textiles, compounds, UPVC Window Systems and plaster of paris). Sale of power from the power
generation facilities set up for the business segments is included in their respective results.
# As ‘Chemicals’ and ‘Plastics’ business of the Company have become more interrelated and similar during the year and based on the factors detailed in Accounting Standard (AS) - 17, ‘ Segment Reporting’ notified under Companies (Accounting Standard)
Rules, 2006, these segments have been combined into one segment namely ‘Chloro-Vinyl’
11. Details of Pre-operative expenses pending allocation included under Capital work in progress in Schedule 5 is as under:
Rs. Crores
12. Provision for contingencies aggregating to Rs. 12.09 crores (2007-2008 - Rs. 12.09 crores) in Schedule 8 represents the maximum
possible exposure on ultimate settlement of issues relating to reconstruction arrangement of the companies.
13. Amount of borrowing costs capitalised to fixed assets during the year Rs. 12.19 crores (2007-2008 - Rs. 5.24 crores)
14. Category wise quantitative data about Derivative Instruments:
Nature of Derivative Number of deals Purpose Amount in foreign Amount in Rs. Crores
currency (in Crores)
This Previous This Previous This Previous This Previous
Year Year Year Year Year Year Year Year
US Dollar Interest rate swap 3 5 Hedging Hedging USD 1.70 USD 3.1 86.16 124.00
Overnight Index swap - 1 Hedging Hedging - - - 25.00
Currency swap 2 - Hedging - USD 1.00 - 50.68 -
Currency swap 3 - Hedging - JPY 251.25 - 128.17 -
Coupon swap 4 4 Conversion of Conversion of USD 0.50 USD 0.5 25.34 20.00
Indian Rupee Indian Rupee
denominated denominated
coupons into coupons
USD coupons into USD
coupons
Options 1 1 Hedging Hedging JPY 58.75 USD 0.5 29.97 20.00
15. In pursuance of an Umbrella agreement dated January 30, 2006 entered into between the Company (DSCL) and M/s Shri Ganpati
Fertilizers Limited (SGFL), a supplier of SSP products, DSCL provided financial assistance against security of all immovable assets
and movable assets of SGFL and pledge of equity shares of SGFL held by its promoters. On continuous non-compliance with the
terms of the agreement, DSCL invoked the security clause and got 81.41% of the total shares held by the promoters transferred in
its name on May 5, 2008. Since complete information/records were not available, the financial statements of SGFL as at March 31,
2009 have been prepared on the basis of the available records and information for the period upto May 5, 2008 and current year
records maintained thereafter by the current management.
16. In view of the financial statements of companies, which became subsidiaries during the year, being incorporated in these consolidated
financial statements, net fixed assets are higher by Rs. 4.53 crores (2007-2008 - Rs. 36.54 crores,) current assets and loans and
advances are higher by Rs. 12.38 crores (2007-2008 - Rs. 0.85 crores), current liabilities are higher by Rs. 1.32 crores (2007-2008
- Rs. 0.08 crores), and profit after tax is lower by Rs. 2.52 crores (2007-2008 - Rs. 0.12 crores).
17. DSCL had accounted for cane purchases for sugar year 2007-08 at Rs. 110 per quintal, the rate at which it has made payment to
the cane growers as per the interim order of the Hon’ble Supreme Court, against the price of Rs. 125 per quintal fixed by the Uttar
Pradesh State Government. Necessary adjustments will be made in accordance with the orders of the Hon’ble court in the matter.
18. Employee Benefits
The Company has classified the various benefits provided to employees as under:-
i) Defined contribution plans
The Company has recognized the following amounts in the profit and loss account:
Rs. Crores
This Year Previous Year
- Employers’ contribution to provident fund 10.75 9.95
- Employers’ contribution to superannuation fund 6.50 9.02
- Employers’ contribution to employees’ state insurance corporation 0.26 0.21
ii) Defined benefit plans
a) Gratuity
b) Compensated absences – Earned leave/ sick leave
19. 'Excise duty' on sales has been deducted from gross sales on the face of profit and loss account. 'Increase/ (decrease) in excise
duty on finished goods' has been shown under the head 'Manufacturing and other expenses' in schedule 10.
20. Previous year's figures have been recast, wherever necessary.
21. Schedules 1 to 13 form an integral part of the financial statements.