Annual Report 2011 - Ballarpur Industries Limited

42
subsidiary Companies
Your Company has three Indian subsidiaries
viz. BILT Tree Tech Limited (BTTL), BILT
Graphic Paper Products Limited (BGPPL)
and Premier Tissues (India) Limited (PTIL)
and eight foreign subsidiaries i.e. six based
in The Netherlands namely Ballarpur
International Holdings B.V. (BIH), Ballarpur
International Graphic Paper Holdings B.V.
(BIGPH), Ballarpur Paper Holdings B.V.
(BPH), Ballarpur Speciality Paper Holdings
B.V. (BSPH), Ballarpur Packaging Holdings
B.V.(BPGH) and Ballarpur International
Packaging Holdings B.V. (BIPGH); Sabah
Forest Industries Sdn. Bhd. (SFI) based
in Malaysia and Bilt Paper Limited (BPL)
based in the United Kingdom.
During the year, BPL was incorporated
on 12 November 2010 as Bilt Paper
Plc, a public limited company under the
Companies Act, 2006, England and Wales
and was subsequently converted into a
private limited company under the name Bilt
Paper Limited on 14 March 2011.
Ballarpur Packaging Holdings Private
Limited (Labuan, Malaysia), a wholly
owned subsidiary of BIPGH was voluntarily
wound up on 22 June 2011 and Ballarpur
International Paper Holdings B.V., was
merged into its holding company, BPH in
The Netherlands with effect from 30 June
2011.
BTTL and PTIL are direct subsidiaries
and BGPPL is a step down subsidiary of your
Company.
As on date, BIH is a wholly owned
subsidiary of your Company and holding
Company of BIGPH with an equity stake
of 72.30 per cent and the balance 27.70
per cent is held by Avantha International
Asset B.V. (9.09 per cent) and two Private
Equity Investors viz. JPMorgan Mauritius
Holdings VII Limited (6.91 per cent) and
Lathe Investments Pte. Limited, a wholly
owned subsidiary of Government of
Singapore Investment Corporation (11.70
per cent). BPL is a wholly owned subsidiary
of BIH. BPH is a wholly owned subsidiary
of BIGPH. BPH owns 97.80 per cent of the
paid up capital in SFI and holds approx. 100
per cent of paid up equity share capital in
BGPPL. BSPH and BPGH are wholly owned
subsidiaries of your Company. BIPGH is a
wholly owned subsidiary of BPGH.
Pursuant to a general exemption recently
granted by the Ministry of Corporate Affairs
under Section 212(8) of the Companies
Act, 1956, the Company is not required to
ballarpur industries limited | annual report 2010–11
annex to this Report, the Annual Reports of
the abovementioned subsidiaries, for the
year ended 30 June 2011. However, if any
Member of the Company or its subsidiaries
so desires, the Company will make available
the Annual Accounts of the subsidiaries
to them, on request. The same will also be
available for inspection at the Registered
and Head Office of your Company and of its
subsidiaries, during working hours upto the
date of the Annual General Meeting.
The details of each subsidiary with
respect to capital, reserves, total assets,
total liabilities, details of investment (except
in case of investment in subsidiaries),
turnover, profit before taxation, provision for
taxation, profit after taxation and proposed
dividend are detailed in the Annual Report.
Consolidation of accounts
As required by Accounting Standards AS-21
and AS-23 of the Institute of Chartered
Accountants of India, the financial
statements of your Company reflecting
the consolidation of the Accounts of your
Company and its 11 subsidiaries mentioned
above are annexed to this Report.
Conservation of energy, research and
development, technology absorption
and foreign exchange earnings
and outgo
As required by the Companies (Disclosure
of Particulars in the Report of Board
of Directors) Rules, 1988, the relevant
particulars pertaining to conservation
of energy, research and development,
technology absorption and foreign exchange
earnings and outgo are given in the
prescribed format as an Annexure to this
Report
particulars of employees
The statement of particulars, required
pursuant to Section 217(2A) of the
Companies Act, 1956 read with the
Companies (Particulars of Employees)
Amendment Rules, 2011, forms part of
this Report. However, as permitted by the
Companies Act, 1956, the Report and
Accounts are being sent to all Members and
other entitled persons excluding the above
statement. Those interested in obtaining
a copy of the said statement may write
to the Company at its Registered Office
and the same will be sent by post. The
statement is also available for inspection
at the Registered Office, during working
hours upto the date of the Annual General
Meeting.
directors’ responsibility statement
Your Directors would like to assure the
Members that the financial statements
for the year under review conform in
their entirety to the requirements of the
Companies Act, 1956.
Your Directors confirm that:
The Annual Accounts have been
prepared in conformity with the
applicable Accounting Standards;
The Accounting Policies selected and
applied on a consistent basis, give
a true and fair view of the affairs of
your Company and of the profit for the
financial year;
Sufficient care has been taken that
adequate accounting records have been
maintained for safeguarding the assets
of your Company; and for prevention and
detection of fraud and other irregularities;
The Annual Accounts have been
prepared on a going concern basis.
auditors
The Statutory Auditors of your Company,
M/s. K. K. Mankeshwar & Co., retire at the
ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Your Company has received a letter from the
Statutory Auditors to the effect that their reappointment,
if made at the ensuing Annual
General Meeting, would be within the limits
prescribed under Section 224 (1B) of the
Companies Act, 1956.
Cost audit
The Company had appointed Messrs S.
Gupta & Co., Bahadur Murao & Co. and
Ramanath Iyer & Co., Cost Accountants,
to audit the Cost Accounts related to paper
manufactured by your Company at its three
Units i.e. Sewa, Shree Gopal and Ashti
respectively, for the financial year ended
30 June 2010. The due date for filing these
Cost Audit Reports was 27 December 2010