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<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited<br />

2, Red Cross Place, Kolkata – 700001<br />

www.hngindia.com<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited<br />

63rd Annual <strong>Report</strong> <strong>2008</strong>-09


Corporate information<br />

Chairman<br />

C. K. Somany<br />

Managing Director<br />

Sanjay Somany<br />

Joint Managing Director<br />

Mukul Somany<br />

Executive Director<br />

R. R. Soni<br />

Directors<br />

Kishore Bhimani<br />

Sujit Bhattacharya<br />

R. K. Daga<br />

Dipankar Chatterji<br />

S. K. Bangur<br />

I. K. Saha (Dr.)<br />

Late Supriya Gupta (upto February 7, 2009)<br />

Chief Financial Officer<br />

Nirmal Khanna<br />

Company Secretary<br />

Priya Ranjan<br />

Auditors<br />

Lodha & Co., Chartered Accountants<br />

Registered office<br />

2, Red Cross Place<br />

Kolkata – 700 001<br />

Phone: 033 2254 3100<br />

Registrar & Share Transfer Agent<br />

Maheshwari Datamatics Pvt. Ltd<br />

6, Mangoe Lane (Surendra Mohan Ghosh Sarani)<br />

Second floor, Kolkata – 700 001<br />

Works<br />

Rishra<br />

Bahadurgarh<br />

Rishikesh<br />

Puducherry<br />

Nashik<br />

Neemrana<br />

Banks/Financial institutions<br />

State Bank of India<br />

HDFC Bank Limited<br />

The Hongkong & Shanghai Banking Corporation Limited<br />

ICICI Bank Limited<br />

Bank of Baroda<br />

State Bank of Hyderabad<br />

Export Import Bank of India<br />

Life Insurance Corporation of India<br />

Across the pages<br />

Corporate identity 04 How we progressed in <strong>2008</strong>-09 08 Growth of our numbers 10<br />

Chairman’s thoughts 12 Management statement 20 Corporate responsibility and sustainability 22<br />

Directors’ <strong>Report</strong> 24 Management Discussion and Analysis 32 <strong>Report</strong> on Corporate Governance 40<br />

Auditors’ <strong>Report</strong> 51 Balance Sheet 54 Profit and Loss Account 55 Cash Flow Statement 56<br />

Schedules and Notes 57 Balance Sheet Abstract 77 Section 212 78 Subsidiary Accounts 79<br />

Consolidated Accounts 115<br />

Disclaimer<br />

This document contains statements about expected future events and<br />

financial and operating results of <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries<br />

Limited, which are forward-looking. By their nature, forward-looking<br />

statements require the Company to make assumptions and are subject<br />

to inherent risks and uncertainties. There is significant risk that the<br />

assumptions, predictions and other forward-looking statements will not<br />

prove to be accurate. Readers are cautioned not to place undue reliance<br />

A PRODUCT<br />

info@trisyscom.com<br />

on forward-looking statements as a number of factors could cause<br />

assumptions, actual future results and events to differ materially from<br />

those expressed in the forward-looking statements. Accordingly this<br />

document is subject to the disclaimer and qualified in its entirety by the<br />

assumptions, qualifications and risk factors referred to in the<br />

Management’s Discussion and Analysis Statement of the Annual <strong>Report</strong>,<br />

<strong>2008</strong>-09 of <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited.


Each time our customers are<br />

REPLENISHED.<br />

Each time our consumers are<br />

REFRESHED.<br />

Each time our employees are<br />

REJUVENATED.<br />

Each time our suppliers are<br />

REVITALISED.<br />

Each time our shareholders are<br />

REASSURED.


Each time someone turns to…<br />

A cola bottle for a drink.<br />

A jam bottle for a serving.<br />

A medicine bottle for a dose.<br />

A champagne bottle for a toast.<br />

A health supplement bottle for a dollop.<br />

For being protected<br />

by a product designed and<br />

manufactured by <strong>Hindusthan</strong><br />

<strong>National</strong> <strong>Glass</strong> & Industries Limited.<br />

The bottle.<br />

2 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 3


HNG is India’s largest container<br />

glass packaging solution<br />

provider (and among the world’s<br />

fastest growing).<br />

A status reflected in its Indian market share of about<br />

65 percent.<br />

A respect reflected in a number of multinational and domestic<br />

customers.<br />

A customer orientation reflected in a sectoral coverage of the<br />

food, pharmaceuticals, liquor, beer and beverage industries.<br />

A robustness of business model reflected in a post-tax profit in<br />

a challenging <strong>2008</strong>-09.<br />

4 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Vision<br />

To create a world-class glass<br />

manufacturing plant that pursues<br />

quality, cost reduction and<br />

productivity improvement measures in<br />

a truly holistic manner, leading to<br />

customers’, shareholders’, employees’<br />

and suppliers’ satisfaction; this<br />

integrated effort will result in the<br />

Company becoming an industry<br />

benchmark and a role model for its<br />

systems, processes and results.<br />

Potential<br />

The world’s population of 6.60 billion<br />

is expected to cross 8 billion in 12<br />

years.<br />

Two things will result.<br />

One, a billion people will graduate to<br />

the robustly consuming middle-class.<br />

Two, urban migration will increase to<br />

nearly 900 million.<br />

The result: An enhanced market of<br />

bottled products.<br />

At HNG, we are preparing for this<br />

growing market through proactive<br />

investments in capacity, portfolio,<br />

presence and efficiency.<br />

Enhancing value for consumers,<br />

community and the country.<br />

Identity<br />

The HNG Group was promoted by the<br />

Kolkata-based Somany family in 1952<br />

following the commissioning of<br />

India’s first fully-automated glass<br />

manufacturing plant at Rishra (near<br />

Kolkata).<br />

The Company is now the undisputed<br />

leader in India’s container glass<br />

industry with about 65 percent<br />

market share and several global<br />

multinationals among its brandenhancing<br />

customers.<br />

Spread<br />

The Company’s pan-India<br />

manufacturing operations are spread<br />

over Rishra, Bahadurgarh, Rishikesh,<br />

Puducherry, Nashik and Neemrana; its<br />

headquarter is located in Kolkata. Its<br />

products are also available in more<br />

than 20 countries.<br />

Asset quality<br />

The Company possesses an<br />

operational capacity of 11 furnaces<br />

and 43 production lines with fullyautomated<br />

IS machines, sourced<br />

from respected global centres of glass<br />

manufacturers like Europe<br />

and the US.<br />

This asset versatility translated into a<br />

container glass portfolio ranging from<br />

5 ml to 3,200 ml on the one hand<br />

and diverse colours (amber, flint and<br />

green) on the other.<br />

6 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Plant location<br />

Installed capacity (MT per day)<br />

Rishra, West Bengal 740<br />

Bahadurgarh, Haryana 655<br />

Nashik, Maharashtra 320<br />

Rishikesh, Uttarakhand 356<br />

Neemrana, Rajasthan 180<br />

Puducherry 290<br />

Customers<br />

Hindustan Unilever, GlaxoSmithKline, Nestle, Koeleman,<br />

Global Green, Heinz and Dabur (foods); Pfizer, Cipla,<br />

GlaxoSmithKline, Reckitt Benckiser, Ranbaxy and Himalaya<br />

(pharmaceuticals); United Breweries, SABMiller, Asia Pacific<br />

Breweries and South Asia Breweries (beer); United Spirits,<br />

Pernod Ricard, Diageo, Radico and Bacardi (liquor) and Coca<br />

Cola and Pepsi (soft drinks).<br />

Certifications<br />

The Company’s ISO 9000:2000 quality certification resulted in<br />

a dependable product and process consistency. Besides, it is<br />

pursuing ISO 14000/18000/22000 certifications for<br />

comprehensive environmental compliance.<br />

Listing<br />

Our shares are listed on the <strong>National</strong> Stock Exchange, the<br />

Bombay Stock Exchange and the Calcutta Stock Exchange. Our<br />

Company enjoyed a Rs. 724.91 cr market capitalisation as on<br />

March 31, 2009.<br />

Global partners<br />

Batch houses from Zippe (Germany); furnaces from Sorg and<br />

Horn (Germany); Forehearths from Emhart (USA) and PSR<br />

(UK); IS machine control system from Botterro (Italy) and<br />

Futronics (UK); bottle transfer machines from Sheppee (UK)<br />

and Pennekamp (Germany); annealing lehrs from Pennekamp<br />

(Germany) and Carmet (USA); laboratory inspection machinery<br />

from AGR (USA) and bottle printing equipment from Strutz<br />

(USA) and Rosario (the Netherlands).<br />

RANBAXY<br />

LABORATORIES LIMITED<br />

Key financial metrics*<br />

Rs. 1,344.19 cr Rs. 235.91 cr Rs. 107.75 cr<br />

Total income Operating profit Post tax profit<br />

11.68 percent Rs. 475.97 Rs. 5<br />

ROCE (average) Book value Proposed dividend<br />

per share per share<br />

*Figures pertaining to <strong>2008</strong>-09<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 7


HOW WE<br />

PROGRESSED<br />

IN <strong>2008</strong>-09<br />

In the plants<br />

Undertook process improvements by upgrading<br />

technology to narrow-neck-press-and-blow (NNPB)<br />

technology to reduce production costs and wastages<br />

on the one hand and strengthen capacity utilisation<br />

on the other<br />

Deployed ERP and SAP to reduce costs and minimise<br />

disruptions in operations<br />

Developed CAD/CAM facilities to design a variety of<br />

bottles in different sizes, customised to the precise<br />

requirements of pharmaceutical, processed foods,<br />

liquor and soft drink industries<br />

In the marketplace<br />

Enlisted customers like InBev, Carlsberg and John<br />

Distilleries, among others<br />

Strengthened average realisations through<br />

reengineering and superior service<br />

In the numbers<br />

Turnover increased 25.28 percent from<br />

Rs. 1,148.34 cr in 2007-08 to Rs. 1,438.60 cr<br />

Net sales escalated 28.37 percent from<br />

Rs. 1,021.30 cr in 2007-08 to Rs. 1,311.04 cr<br />

EBIDTA strengthened 9.89 percent from<br />

Rs. 214.67 cr in 2007-08 to Rs. 235.91 cr<br />

8


OUR GLOBAL<br />

OPERATING<br />

FRAMEWORK<br />

The big picture<br />

Emerge as one of the world’s foremost container glass<br />

packaging solution providers<br />

Blueprint to realise the big picture<br />

•Strategic priority 1: Grow value of the HNG brand and<br />

widen product portfolio<br />

Values<br />

•Accountability<br />

•Customer-focused<br />

•Team-driven<br />

•Strategic priority 2: Transform our go-to-market model<br />

to improve efficiency and effectiveness<br />

•Strategic priority 3: Attract, develop and retain a highly<br />

talented and diverse workforce<br />

World-class<br />

capabilities<br />

•Revenue growth<br />

management<br />

•Supply chain<br />

•Sales and customer<br />

service<br />

Drive long-term<br />

consistent<br />

sustainable growth<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 9


Challenging times. Declining offtake.<br />

Total income (Rs. in cr) EBIDTA (Rs. in cr) Post-tax profit (Rs. in cr) Cash profit (Rs. in cr)<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

434.36<br />

426.70<br />

521.84<br />

1,028.19<br />

1,344.19<br />

75.59<br />

73.95<br />

103.25<br />

214.67<br />

235.91<br />

31.51<br />

23.95<br />

34.24<br />

160.34<br />

107.75<br />

61.41<br />

56.70<br />

69.27<br />

203.83<br />

182.49<br />

10 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


HNG selected a difficult year to post record numbers.<br />

EBIDTA margin (Percent)<br />

Earnings per share<br />

(basic) (Rs.)<br />

Debt-equity ratio (on<br />

long term loans)<br />

Rising book value per<br />

share (Rs.)<br />

Consistent dividend<br />

payout (Percent)<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

2004-05<br />

2005-06<br />

2006-07<br />

2007-08<br />

<strong>2008</strong>-09<br />

16.06<br />

15.57<br />

17.34<br />

18.69<br />

16.40<br />

28.53<br />

21.69<br />

31.01<br />

91.79<br />

61.68<br />

0.51<br />

0.58<br />

0.43<br />

0.18<br />

0.36<br />

125.04<br />

145.93<br />

175.80<br />

433.70<br />

475.97<br />

7<br />

7<br />

10<br />

40<br />

50<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 11


CHAIRMAN’S<br />

THOUGHTS<br />

HNG enjoyed another year of growth and success. We<br />

are proud to be regarded as India’s largest and one of<br />

the world’s leading container glass packaging<br />

companies, manufacturing products that are highly<br />

respected in the marketplace. The HNG brand’s<br />

presence is spread across the Far East, Middle East,<br />

Africa and America. We have worked hard to ensure<br />

that our brand stands for quality and value and<br />

represents the collective teamwork of our employees<br />

worldwide.<br />

12


One of our most visible customercentric<br />

achievements in <strong>2008</strong>-09<br />

comprised the creation of<br />

light-weight<br />

container glass<br />

bottles.<br />

Today, HNG is an industry vanguard, thanks to our decadesrich<br />

dedication to the simple principles of giving our<br />

customers what they want, when they want and how they<br />

want. This is what our corporate success has done to us: it has<br />

broadened our mission; it has made us more responsible and<br />

sensitive to customer demands; it has enabled us to firmly<br />

integrate with customer product innovation and development<br />

cycles, and in doing so, deeply embrace the relationship.<br />

This enhanced customer-centricity strengthened our<br />

organisational focus towards market-driving innovations and<br />

transformation. This constancy of purpose will accelerate<br />

global leadership and consequent wealth creation, benefiting<br />

all stake owners.<br />

Changing faster for the better<br />

At HNG, we believe in a simple dictum: transcendence<br />

through transformation. Transformation as in challenging<br />

conventions; transformation as in embracing businessimpacting<br />

change as a condition for forward movement;<br />

transformation as in inculcating a culture of innovation,<br />

defying all odds. At HNG, transformation has brought success<br />

– and success for us necessitates further transformation.<br />

Our transformation has done one more important thing to<br />

us: it has enhanced our commitment quotient – commitment<br />

to our customers, commitment to our employees, and<br />

commitment to the communities around our operational<br />

areas. Our customers have come to expect great products and<br />

services from us, which we are determined to deliver. Our<br />

employees have come to expect a fertile environment in which<br />

they can perform and a management structure that<br />

encourages, nurtures, values and rewards the creative process.<br />

Exploration of the possible – and sometimes the impossible –<br />

will always be encouraged.<br />

There is much uncertainty and unpredictability in the current<br />

global economic scenario, which has adversely affected<br />

people’s lives and ways in which business is being conducted.<br />

As a responsible and conscientious corporate, we are<br />

committed to harness the best available resources for our<br />

products, while upholding the highest standards of quality,<br />

integrity and customer-centricity.<br />

One of our most visible customer-centric achievements in<br />

<strong>2008</strong>-09 comprised the creation of light-weight container<br />

glass bottles. This was in view of our customers’ need to lower<br />

cost structures in an economy marked by declining consumer<br />

spends. Operational excellence lowered glass intake per tonne<br />

of bottles. A lighter and thinner bottle also offered our<br />

customers several advantages: one, optimum space utilisation<br />

during transportation; two, low transportation and handling<br />

costs; three, better asset and capacity utilisation through<br />

faster bottling operations, reflected in increased frequency of<br />

bottles filled per minute; four, lower wastage and bottle<br />

breakages owing to higher glass strength; and five,<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 13


accelerated product roll-out to meet customer deadlines. Over<br />

2009-10, a complete switchover to the state-of-the-art NNPB<br />

(narrow-neck-press-and-blow) technology will enable us to<br />

further reduce glass consumption per tonne of bottles,<br />

strengthening customer relationships.<br />

Conscientious corporate<br />

As we worked towards our goals, we relied on our core<br />

strengths – people, operational excellence, innovation and<br />

integrity – to respond to the rapidly evolving market realities.<br />

Our growth and future prospects depend on customer loyalty,<br />

which we have earned through hard work in the past and<br />

which will continue to determine our road ahead.<br />

In a significant development in <strong>2008</strong>-09, which will have a<br />

substantial bearing in 2009-10, the <strong>Glass</strong> Manufacturers<br />

Association of India, led by HNG, advocated greater consumer<br />

awareness by stamping the glass bottle’s year of manufacture<br />

on the bottle itself, quite similar to information labels stuck<br />

around bottles. This social initiative in terms of strengthening<br />

health and hygiene standards will have a two-fold impact on<br />

our business:<br />

One, enhance cullet (broken glass) availability through<br />

improved old bottle recycling. This initiative will enable<br />

conscious consumers to dispose of old bottles for<br />

recycling, enhancing overall critical raw material<br />

availability.<br />

Two, shorten the bottle reusability cycle substantially<br />

from around 25 times now, growing product demand and<br />

accelerating profitable business growth.<br />

Outlook<br />

To retain market leadership, we will continue to cultivate<br />

a culture that does not fear failure. In 2009-10, we are<br />

undertaking container glass capacity increments through a<br />

sizeable expansion in installed capacity.<br />

We invite you to be a part of a Company that is not only<br />

India’s largest, but is strategising to emerge as one of the<br />

world’s largest container glass packaging companies.<br />

Sincerely<br />

CK Somany<br />

Chairman<br />

14 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Our growth and<br />

future prospects<br />

depend on customer<br />

loyalty, which we<br />

have earned through<br />

hard work in the past<br />

and which will<br />

continue to determine<br />

our road ahead.<br />

15


LOCALLY<br />

MANUFACTURED<br />

BOTTLES.<br />

GLOBALLY<br />

BENCHMARKED<br />

STANDARDS.<br />

Customer<br />

The Global Green Company Limited (GGCL) is a part of the<br />

diversified USD 3 billion Avantha Group. GGCL possesses<br />

multiple plants across India and Europe to process gherkins.<br />

Customer objectives<br />

GGCL desired to evolve its product sourcing with the following<br />

objectives in mind: indigenise jars complying with<br />

international standards on the one hand and reduce costs on<br />

the other.<br />

Our response<br />

HNG designed and developed customised jars in line with the<br />

customer’s needs. It imported new hot-end coating<br />

equipment for the first time in India and revamped its coldend<br />

coating technology. These proactive investments<br />

translated into a number of benefits: a compliance with<br />

international bottling standards and requirements, coat layer<br />

permanence, enhanced scratch resistance, increased bottle<br />

strength and improved bottle surface lubrication.<br />

Customer benefits<br />

The improved product immediately translated into a superior<br />

performance at the customer’s packaging line in the following<br />

ways:<br />

Accelerated production by nearly 40 jars per minute<br />

Enhanced packing line efficiency by over 22 percent<br />

Reduced wastages/bottle loss from 1 percent to less than<br />

0.5 percent<br />

Customer satisfaction<br />

“The gherkin jars developed by HNG, helped us achieve<br />

the desired objectives — the quality of jars continues to meet<br />

international standards and line performance has seen a<br />

substantial improvement. We are eager to maintain a steady<br />

long-term relationship with HNG, not only for this line<br />

of products, but other SKUs as well!” Santosh Nair,<br />

16 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Vice President, Procurement, Global Green Company Limited*<br />

* Global Green is a multinational food company, engaged in<br />

the growth, manufacture, distribution and sale of pickled<br />

cucumbers (gherkins, cornichons, pickles and relish), sweetcorn,<br />

silverskin onions, peppers (jalapeño and paprika),<br />

cherries, capers and mixed vegetables.<br />

HNG imported new hot-end<br />

coating equipment for the<br />

first time<br />

in India<br />

and revamped its cold-end<br />

coating technology.<br />

17


ENHANCING<br />

AESTHETICS.<br />

OPTIMISING<br />

COSTS.<br />

Customer<br />

The Coimbatore-based Shiva Distilleries Limited is engaged in the production<br />

of a range of India Made Foreign Liquor with an annual production capacity of<br />

6.6 million cases, leading to a Rs. 405-cr turnover.<br />

18


Customer objectives<br />

Some time ago, a company approached HNG with the<br />

following needs:<br />

To graduate to a fresh bottle design, optimise line<br />

speeds, improve productivity and reduce marketing time<br />

To strengthen brand equity in a competitive marketplace<br />

Our response<br />

HNG responded with the following initiatives: it designed a<br />

180 ml bottle with its principal axis set to enhance bottle<br />

compactness, improved glass distribution, enhanced tensile<br />

strength, reduced breakages and augmented line efficiencies.<br />

Customer benefits<br />

Our customer enjoyed the following benefits:<br />

Improved overall line efficiencies<br />

Reduced wastages<br />

Aesthetically differentiated product, leading to a<br />

competitive edge<br />

Customer speak<br />

“The 180 ml bottle developed by HNG helped us meet our<br />

desired objectives. The breakage level for this bottle vis-à-vis a<br />

standard bottle reduced substantially with an overall<br />

improvement in line performance. We look forward to<br />

working on more designs with HNG to improve our brand<br />

equity and achieve cost optimisation benefits.<br />

Dr. S.V. Balasubramaniam, Chairman, Bannari Amman<br />

Group*<br />

*Shiva Distilleries Limited, a part of the Bannari Amman<br />

Group, was established in 1983 at Coimbatore, Tamil Nadu.<br />

The company is engaged in the production of a range of<br />

Indian Made Foreign Liquor (IMFL) and possesses the largest<br />

market share in Tamil Nadu.<br />

HNG designed a 180 ml bottle with<br />

its principal axis set to<br />

enhance bottle<br />

compactness,<br />

improved glass distribution,<br />

enhanced tensile strength etc.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 19


MANAGEMENT<br />

STATEMENT<br />

The Management of <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong><br />

& Industries Limited discusses how the Company’s<br />

customer focus helped navigate it through<br />

the <strong>2008</strong>-09 slowdown as well as the road ahead.<br />

At HNG, we reported a successful<br />

<strong>2008</strong>-09 in an environment of<br />

financial and industrial uncertainties,<br />

which makes our performance all the<br />

more creditable.<br />

At HNG, we believe that it is customer-centricity<br />

that will align us with evolving market<br />

requirements leading to proactive product<br />

development; we believe that it is customercentricity<br />

that will protect our existing relationships<br />

leading to the prospect of a stable and sustainable<br />

income; we believe that it is customer-centricity<br />

that will enable us to grow our topline and cover<br />

our fixed costs more effectively, leading to<br />

enhanced margins and profits. As a result, we see<br />

customer-centricity as the basic driver of our<br />

leadership position within India’s container glass<br />

industry.<br />

We see<br />

customercentricity<br />

as the basic driver of<br />

our leadership position<br />

within India’s container<br />

glass industry.<br />

During the last financial year, the biggest challenge<br />

was a decline in the offtake of products<br />

manufactured by our customers leading to a<br />

greater need for them to reduce costs. As a<br />

responsive organisation, we addressed this reality<br />

directly through the development of the narrowneck-press-and-blow-technology<br />

(NNPB) for<br />

container glass bottles. This advanced container<br />

glass manufacturing technology helped rationalise<br />

bottle weight from 15 percent to 35 percent<br />

without in any way compromising glass<br />

consistency and tensile strength on the one hand.<br />

Much of this benefit was passed on to the<br />

customer. So we would like to state with<br />

20


satisfaction that in a year when the market environment<br />

turned challenging for most companies, HNG helped its<br />

customer emerge more competitive.<br />

In 2007-08, we merged ACE <strong>Glass</strong> Containers Limited with our<br />

Company, whose full benefit was reflected in the Company’s<br />

working. ACE <strong>Glass</strong> Containers Limited was the second largest<br />

Indian container glass manufacturer after us with a capacity of<br />

0.37 million TPA across Rishikesh, Puducherry and Nashik. The<br />

merger widened our margin-accretive product portfolio,<br />

enhanced our economies-of-scale and strengthened our<br />

customer service flexibility. This immediately translated into<br />

enhanced visibility. For instance, our Company was ranked<br />

307th among the top 1,000 companies – ranked on the basis<br />

of net sales and other financial parameters – by Business<br />

Standard in March 2009, the only company from our industry<br />

to figure in the list. Our Company was also rated the best<br />

Indian company in the ‘<strong>Glass</strong> & Ceramics’ category by Dun &<br />

Bradstreet, strengthening our brand.<br />

packaging demand will drive the demand for container glass<br />

over plastic alternatives.<br />

We are passing through a period of economic uncertainty. In<br />

this environment, there will be some local or global acquisition<br />

opportunities around an attractive price-value. We must<br />

apprise our stakeholders that we will address those<br />

opportunities with adequate prudence and entrepreneurial<br />

alertness but only after we are adequately convinced that the<br />

addition will enhance our overall organisational value.<br />

We also expect to complete the implementation of the NNPB<br />

technology across all our manufacturing units. The total<br />

implementation of SAP across our organisation will enhance<br />

accurate information availability and reinforce our customercentricity<br />

and market-responsiveness.<br />

As a proactive organisation, we have already commenced the<br />

seed marketing of imported float glass under guided technical<br />

specifications through our existing distributor network in<br />

Gujarat, Rajasthan and Madhya Pradesh. We expect to widen<br />

our presence across the rest of western and northern India as<br />

well as exports.<br />

Container glass enjoys its own importance in the packaging<br />

industry, despite the rapid development of packaging<br />

alternatives for an important reason: established environment<br />

friendliness reflected in its biodegradability and recyclability.<br />

We see an attractive scope in our business on account of the<br />

fact that 10–12 percent of all food and beverages are packed<br />

in glass containers in India, whereas the corresponding figure<br />

is 40–50 percent across developed countries. Besides, the<br />

growing awareness on account of benign and hygienic<br />

21


CORPORATE<br />

RESPONSIBILITY<br />

AND SUSTAINABILITY<br />

AT HNG<br />

22 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Our true wealth at HNG is not what is reflected in the<br />

size of our bottomline but in the respect that we evoke<br />

among the stakeholders and communities associated<br />

with us. This respect is derived from the broad<br />

responsibility of our actions, which makes our business<br />

truly sustainable for the benefit of all those associated<br />

with us. The various initiatives to do so comprise the<br />

following: grow the HNG brand; expand the product<br />

portfolio; improve efficiency and effectiveness; attract,<br />

develop and retain a talented workforce and align our<br />

operating model with the best environmental<br />

standards.<br />

For each of these priorities, we have developed corresponding focus<br />

areas and aligned those against stakeholder expectations. We are also<br />

working to embed sustainability into our business processes through<br />

various initiatives. We have designated managers – for internal and<br />

external CSR engagement – who work with our subject matter experts to<br />

track progress against our targets and oversee data-gathering process for<br />

reporting purposes. These managers also work closely with our key<br />

external stakeholders to ensure that our efforts are in line with<br />

expectations. We ensure that all our employees complete a training in<br />

ethics; we also ensure that our sales and management representatives<br />

undergo competition law and industry codes training as a part of our<br />

CSR endeavour.<br />

We have focused on four CSR areas – critical to our business and key for<br />

our stakeholders – comprising the following:<br />

Water stewardship<br />

Sustainable packaging and recycling<br />

Energy conservation and climate change<br />

Productivity gains and improvements<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 23


DIRECTORS'<br />

REPORT<br />

We are delighted to present the Annual <strong>Report</strong> together with the audited accounts of our business and operations for the<br />

year ended March 31, 2009.<br />

Financial Highlights<br />

(Rs. in lacs)<br />

Year ended March 31, 2009 Year ended March 31, <strong>2008</strong><br />

Gross sales (including excise duty) 1,43,860 1,14,834<br />

Profit before interest, depreciation and tax 23,591 21,467<br />

Interest and finance charges 4,345 2,347<br />

Profit before depreciation and tax 19,246 19,120<br />

Depreciation 7,474 7,013<br />

Profit before Tax 11,772 12,107<br />

Provision for Tax 997 (3,927)<br />

Profit after Tax 10,775 16,034<br />

Balance brought forward from previous year 1,072 706<br />

Amount available for appropriation 11,847 16,740<br />

Appropriation<br />

General Reserve 7,000 14,850<br />

Debenture Redemption Reserve 1,250 –<br />

Proposed Dividend 873 699<br />

Tax on Dividend 148 9,271 119 15,668<br />

Balance carried forward to the next year 2,575 1,072<br />

24 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Review<br />

There was a revenue growth of 25% during the financial year<br />

<strong>2008</strong>-09 as against 21% in the last year. PBIT recorded a growth<br />

of 11.51% despite of there being global economic meltdown<br />

and general recession. This is attributable to efficient cost<br />

management and prudent operating practices.<br />

Dividend<br />

In view of your Company’s satisfactory performance, the<br />

Directors recommend a dividend of 50% i.e. Rs. 5 per equity<br />

share for the financial year ended March 31, 2009.<br />

Outlook<br />

India continues to be one of the fastest growing economies of<br />

the world. A number of factors like growing disposable income<br />

coupled with change in the demographic pattern of the<br />

population will help in generating more demand for packaged<br />

goods, hence creating better opportunities for the Company.<br />

Further, the growth in beer, pharma, food, liquor and other<br />

high-end sectors will drive revenue growth and translate into<br />

profitability. Your Company is well-equipped to grow and<br />

prosper with the opportunities associated with expanding<br />

markets. However, your Company faces substitution threats<br />

from PET bottles and other such alternatives.<br />

Directors<br />

The Board wishes to place on record its sincere appreciation and<br />

gratitude for the unstinted support and guidance received from<br />

Supriya Gupta who has left for his heavenly abode.<br />

During the year under review, the Board appointed Shri. R. R.<br />

Soni as Executive Director w.e.f. October 27, <strong>2008</strong>.<br />

Shri. Kishore Bhimani, Shri. Sujit Bhattacharya and Shri. S. K.<br />

Bangur, retire by rotation and being eligible, offer themselves<br />

for re-appointment.<br />

Trust Shares<br />

Pursuant to amalgamation of Ace <strong>Glass</strong> Containers Limited<br />

with the Company, 2141448 shares and 1368872 shares were<br />

issued to HNG Trust and Ace Trust respectively. In terms of<br />

an undertaking given to the Bombay Stock Exchange, the<br />

Company is required to make disclosures pertaining to utilisation<br />

of proceeds of shares allotted to the said Trusts until they are<br />

extinguished. During the financial year ended on March 31,<br />

2009, no shares lying in the account of the Trusts were<br />

disposed off.<br />

Fixed Deposits<br />

The Company did not accept any deposits from the public during<br />

the financial year <strong>2008</strong>-09.<br />

Consolidated Financial Statements<br />

Consolidated Financial Statements are prepared in accordance<br />

with Accounting Standard 21 read with Accounting Standard<br />

23, issued by the ICAI and forms part of this Annual <strong>Report</strong>.<br />

Auditors’ <strong>Report</strong><br />

The Auditors’ <strong>Report</strong> read with notes to accounts is selfexplanatory.<br />

Regarding Auditor’s observation at Point No. 2 of<br />

their report that no approval from the Central Government was<br />

obtained for carrying out transactions with M/s Mould<br />

Equipment, a firm in which the Directors of the Company are<br />

indirectly interested, it is clarified that the Company is already in<br />

process of obtaining the approval of the Central Government.<br />

Listing on the Stock Exchanges<br />

During the year, the Company’s shares were listed at the<br />

<strong>National</strong> Stock Exchange (NSE). Besides, the Company’s shares<br />

continue to be listed at the Bombay and Calcutta stock<br />

exchanges respectively.<br />

The annual listing fees for the financial year 2009-10 have been<br />

paid to all these exchanges.<br />

Auditors<br />

M/s Lodha & Company, Chartered Accountants, retire at the<br />

conclusion of the ensuing Annual General Meeting and have<br />

confirmed their eligibility and willingness to accept the office of<br />

the Statutory Auditors for the financial year 2009-10, if reappointed.<br />

M/s Singhi & Co., Chartered Accountants, retire at the<br />

conclusion of the ensuing Annual General Meeting and have<br />

confirmed their eligibility and willingness to accept the office of<br />

the Branch Auditors for the financial year 2009-10, if reappointed.<br />

Directors’ Responsibility Statement pursuant to<br />

Section 217(2AA) of the Companies Act, 1956<br />

The Directors hereby confirm that:<br />

i) in the preparation of the Annual Accounts for the financial<br />

year <strong>2008</strong>-09, the applicable Accounting Standards have been<br />

followed and that there are no material departures;<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 25


ii) they have selected such accounting policies and applied them<br />

consistently and made judgments and estimates that are<br />

reasonable and prudent so as to give a true and fair view of the<br />

state of affairs of the Company and of the profit of the Company<br />

for the financial year ended on March 31, 2009;<br />

iii) they have taken proper and sufficient care for the<br />

maintenance of adequate accounting records in accordance<br />

with the provisions of the Companies Act, 1956 for safeguarding<br />

the assets of the Company and for preventing and detecting<br />

fraud and other irregularities;<br />

iv) they have prepared the Annual Accounts on a ‘going concern’<br />

basis.<br />

Corporate Governance<br />

The report on Corporate Governance along with the Certificate<br />

of the Statutory Auditors, M/s. Lodha & Co., confirming the<br />

compliance of conditions of Corporate Governance as stipulated<br />

under Clause 49 of the Listing Agreement forms part of this<br />

Annual <strong>Report</strong>.<br />

Subsidiary companies<br />

Particulars relating to subsidiary companies as required under<br />

Section 212 of the Companies Act, 1956 are annexed hereto<br />

and forms part of this Annual <strong>Report</strong>. The Consolidated Financial<br />

Statements include the financial information of its subsidiaries.<br />

Exports<br />

During the year, direct export turnover of the Company was<br />

Rs. 5,773 lacs, compared to Rs. 4,032 lacs achieved during the<br />

preceding financial year. Continuous efforts are ongoing to tap<br />

the export market for which there exists great potential.<br />

Personnel and Industrial relations<br />

Your Company is strengthening and developing human<br />

resources and systems to improve overall efficiency and<br />

motivation. The principal initiatives undertaken by the Company<br />

comprised skill development and acquisition programmes and<br />

yoga classes, to name a few. Industrial relations continued to<br />

remain cordial during the year.<br />

217(2A) of the Companies Act, 1956 and rules framed<br />

thereunder, forms part of this Annual <strong>Report</strong>.<br />

Conservation of energy, technology absorption<br />

and foreign exchange earning and outgo<br />

The statement containing the required particulars under Section<br />

217(1) (e) of the Companies Act, 1956, read with the Companies<br />

(Disclosure of Particulars in the <strong>Report</strong> of Board of Directors)<br />

Rules, 1988 are annexed hereto and forms part of this report.<br />

Corporate Social Responsibility<br />

Your Company endeavours blending optimally its business<br />

senses with corporate care and instill an utmost commitment to<br />

social responsibilities either directly or through its affiliates.<br />

Your Company has established at Bahadurgarh, the Bal Bharti<br />

School where not only the children of the Company’s employees<br />

are benefited but also those residing in peripheral areas of the<br />

Bahadurgarh Plant. It has also promoted healthcare benefits by<br />

contributing to corpus funds of hospitals and setting up special<br />

programs viz. eye testing campaigns, heart treatment for<br />

children etc. Parks and gardens such as the McPherson Square,<br />

now called Maharana Pratap Udyan in South Kolkata are<br />

continuing to be maintained by the Company to provide an<br />

environment where citizens can relax and take in fresh air amidst<br />

the city’s chaos.<br />

Social responsibility and social accounting remain at the core of<br />

your Company’s business model.<br />

Acknowledgments<br />

The Directors wish to express their sincere appreciation for the<br />

continued support and co-operation received from the financial<br />

institutions, banks, government authorities, customers,<br />

shareholders and stakeholders. The Directors also place on<br />

record their deep appreciation for the valuable contribution of<br />

its employees at all levels and look forward to their continued cooperation<br />

in realisation of the corporate goals in the years<br />

ahead.<br />

For and on behalf of the Board<br />

Statement of employees<br />

Statement of particulars of employees as required under Section<br />

Kolkata<br />

June 20, 2009<br />

C. K. Somany<br />

Chairman<br />

26 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


ANNEXURE TO<br />

THE DIRECTORS’<br />

REPORT<br />

Information pursuant to Section 217(1)(e) read with Companies<br />

(Disclosure of Particulars in the <strong>Report</strong> of Board of Directors)<br />

Rules, 1988 and forming a part of the Directors’ <strong>Report</strong> for the<br />

year ended March 31, 2009.<br />

I. Conservation of Energy<br />

Energy conservation measures taken<br />

1. Increased power factor from 0.97 to 0.99 by installing the<br />

Capacitors.<br />

2. Energy savings by routing dry air to Furnaces.<br />

3. Side Insulation done to reduce LPG consumption.<br />

4. Construction of stand by Thickner in Sand Plant for water<br />

conservation by recycling the used water.<br />

5. Replacement of 250 watt High Power sodium vapor Lamp<br />

with 108 watt CFL Lamp.<br />

6. Your Company contemplates making such investments as and<br />

when suitable to reduce energy consumption. The material<br />

impact of such measures on the production cost therefore<br />

cannot be quantified at this stage.<br />

FORM - A<br />

Disclosure of particulars with respect to Conservation of Energy<br />

Particulars Unit Year ended <strong>2008</strong>-09 Year ended 2007-08<br />

A. Power and fuel consumption<br />

1. Electricity<br />

a) Purchased unit 000 KWH 1,75,513 1,52,102<br />

Total amount Rs. in lacs 6,638.21 5,424.10<br />

Average rate/unit Rs. 3.78 3.57<br />

b) Own generation<br />

Through diesel/H.P.S oil / Furnace oil<br />

By generator unit 000 KWH 27,059 17,531<br />

Units per litre of oil 3.91 4.31<br />

Average rate/unit Rs. 6.58 5.58<br />

c) Own generation (through L.D.O.)<br />

By generator unit 000 KWH – 15,490<br />

Units per litre of oil – 3.73<br />

Average rate/unit Rs. – 4.81<br />

d) Own generation (through LNG)<br />

By generator unit KWH 5,06,64,690 4,25,44,484<br />

Units per litre of MMBTU of LNG 103.72 106.64<br />

Average rate/unit Rs. 2.88 2.22<br />

2. F-oil /RFO<br />

Quantity KL 76,409 51,809<br />

Total amount Rs. in lacs 19,199.43 9,856.65<br />

Average rate/unit Rs. 25,127 19,025<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 27


Particulars Unit Year ended <strong>2008</strong>-09 Year ended 2007-08<br />

3. L.N.G.<br />

Quantity MMBTU 1,20,365 17,12,334<br />

Total amount Rs. in lacs 3,591.89 4,052.35<br />

Average rate/unit Rs. 298 234<br />

4. i) L.P.G.<br />

Quantity MT 9,473 8,421<br />

Total amount Rs. in lacs 3,906.90 2,998.09<br />

Average rate/unit Rs. 41,242 35,602<br />

ii) L.D.O.<br />

Quantity KL – 7.54<br />

Total amount Rs. lacs – 2.29<br />

Average rate/unit Rs. – 30,348<br />

iii) H.S.D.<br />

Quantity KL 127 1,477<br />

Total amount Rs. in lacs 41.79 425.29<br />

Average rate/unit Rs. 32,964 28,801<br />

iv) H.P.S. oil<br />

Quantity KL 116 20,882<br />

Total amount Rs. lacs 33.83 4,439.64<br />

Average rate/unit Rs. 29,108 21,261<br />

B. Consumption per unit of production<br />

<strong>Glass</strong> containers and tumblers MT 7,67,971 6,91,359<br />

Electricity KWH 330 329<br />

L.P.G. KG 12.34 12.18<br />

L.D.O. LTR 0.00 0.01<br />

F-Oil/ RFO / Equv.Oil LTR 99.50 74.94<br />

LNG MMBTU 1.57 2.48<br />

H.S.D LTR 0.17 2.14<br />

H.P.S. LTR 0.15 30.20<br />

Notes:<br />

1. The Company manufactures only container glass.<br />

2. Variation in consumption of power and fuel is attributable to enhanced production capacity.<br />

28 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


FORM B<br />

II. Disclosure of particulars with respect to<br />

technology absorption<br />

A. Research and Development (R&D)<br />

Research & Development continues to remain a focal point in<br />

our efforts towards improvement. Energy consumption and<br />

absorption have been principal areas of action. As the Company<br />

does not have any exclusive R&D facilities, it carries out its<br />

developmental activities for process innovation and product<br />

development as a part of its business process.<br />

Benefits Derived<br />

As a result of Company’s continuous growth in Research &<br />

Development, there had been reduction in cost of production.<br />

Future plans of action<br />

The Global Economic scenario makes the year ahead<br />

challenging. The Company is relying on its innovative strengths<br />

in the face of challenges to create strong differentiators for its<br />

customers.<br />

Your Company will continue to invest in R & D activities to<br />

enhance productivity and operational efficiency to create savings<br />

for its customers and increase its profitability.<br />

Expenditure on R&D<br />

During the year, expenditure incurred on Research and<br />

Development are as enumerated below:<br />

(Rs. in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

a. Capital – –<br />

b. Recurring 38.26 7.91<br />

c. Total 38.26 7.91<br />

d. Total R & D expenditure as<br />

a percentage of the turnover Insignificant Insignificant<br />

B. Technology Absorption, Adaptation and Innovation<br />

Your Company continues to focus on daily innovations in shape<br />

and quality of its product and in energy saving devices. To name<br />

a few, the initiatives taken by the Company and the benefits<br />

derived therefrom in the year under review are:<br />

Two IS Machines which were replaced with latest AIS triple<br />

gob 12 section Machine, optimised Plant performance.<br />

Two New Vacuum Pumps which were installed improved<br />

quality and productivity.<br />

Automatic Moisture Measurement System installed in batch<br />

houses for measurement and correction of silica sand moisture.<br />

On line Oxygen Measurement and Automatic FO/ Combustion<br />

Air Ratio Correction System from STG, were installed to conserve<br />

Furnace oil consumed.<br />

Developed its top geared CAD/CAM facilities to design bottles<br />

in various shapes customised to the requirements of<br />

pharmaceutical, cosmetic, processed food, liquor and soft drinks<br />

industries.<br />

Modern ERP application software like SAP is being installed to<br />

reduce cost and minimise disruptions in the Company’s<br />

operations.<br />

III. Foreign Exchange Earnings and Outgo<br />

Your Company has taken initiatives to strengthen its strategic<br />

presence globally by constantly accessing new sale avenues in<br />

overseas markets of Bangladesh, USA, South Africa, Kenya,<br />

Australia, Hong Kong, to name a few. During the financial year<br />

<strong>2008</strong>-09 the Company had recorded an increase in export by<br />

Rs. 17.41 Crores. The foreign exchange earnings and outgo of<br />

the Company is detailed below<br />

(Rs. in lacs)<br />

Current year Previous year<br />

(i) Earnings in foreign exchange 5,772.77 4,032.46<br />

(excluding indirect exports of<br />

Rs. 6,538.14 lacs; previous year<br />

Rs. 3,009.80 lacs and exports<br />

to Nepal Rs. 1,419.95 lacs;<br />

previous year Rs. 169.19 lacs)<br />

(ii) Expenditure incurred in<br />

foreign exchange<br />

1. Raw materials 6,489.33 5,698.52<br />

2. Capital goods 5,131.73 1,939.26<br />

3. Components, spare parts 4,894.01 1,497.50<br />

and repairs<br />

4. Other expenses 384.84 272.24<br />

Kolkata<br />

June 20, 2009<br />

For and on behalf of the Board<br />

C. K. Somany<br />

Chairman<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 29


The Board of Directors, at its meeting held on October 31, 2005 had appointed Mr. Sanjay Somany (Managing Director), Mr. Mukul<br />

Somany (Joint Managing Director) as Chief Executive Officers (CEO) of the Company. Further, w.e.f. February 20, 2009 Mr. N. Khanna<br />

was appointed as the Senior Vice President (Finance) & Chief Financial Officer (CFO) of the Company.<br />

CEO & CFO Certification<br />

We, Sanjay Somany, Managing Director; Mukul Somany, Joint Managing Director and Nirmal Khanna, Sr. Vice President (Finance)<br />

and Chief Financial Officer, responsible for the finance function certify that-<br />

(a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2009 and to the best of<br />

our knowledge and belief:<br />

(i) these statements do not contain any materially untrue statements or omit any material fact or contain statements that might<br />

be misleading;<br />

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting<br />

Standards, applicable laws and regulations.<br />

(b) To the best of our knowledge and belief, no transactions entered into by the Company during the financial year ended March<br />

31, 2009 are fraudulent, illegal or violating the Company’s code of conduct.<br />

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the<br />

effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of<br />

such internal controls, if any, of which we are aware have been disclosed to the Auditors and the Audit Committee and steps have<br />

been taken to rectify those deficiencies.<br />

(d) We have indicated to the Auditors and the Audit Committee:<br />

(i) That there has not been any significant change in internal control over financial reporting during the year under review;<br />

(ii) That there has not been any significant change in accounting policies during the financial year <strong>2008</strong>-09 requiring disclosure<br />

in the notes to the financial statements; and<br />

(iii) That during the year under review, we are not aware of any instance of significant fraud and involvement therein of the<br />

management or any employee having a significant role in the Company’s internal control system over financial reporting.<br />

Nirmal Khanna Mukul Somany Sanjay Somany<br />

Senior Vice President (Finance) Joint Managing Director Managing Director<br />

Chief Financial Officer (Chief Executive Officer) (Chief Executive Officer)<br />

Kolkata<br />

June 20, 2009<br />

30 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Particulars of Employees in Terms of Section<br />

217(2A) of The Companies Act, 1956<br />

Sl. Age Qualification Date of Designation Gross Last Employment<br />

No. Name (Years) & Experience Appointment (Nature of Remuneration held (Designation)<br />

in years Duties) (Rs.)<br />

1 Mr. Sanjay Somany 50 B. Com. Dip. 01.10.2005 Managing 1,35,01,378 <strong>Glass</strong> Equipment<br />

In Diesel Engg. Director (India) Ltd.<br />

29 years (To Manage the (Managing Director)<br />

affairs of the<br />

Company on day<br />

to day basis)<br />

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

22years<br />

Director (To manage<br />

the affairs of the<br />

Company on day<br />

to day basis)<br />

3 Mr. R. R. Soni 50 B.Com (Hons) 27.10.<strong>2008</strong> Executive Director 26,33,585 Grasim Industries Ltd.<br />

F.C.A.<br />

(Sr. Vice President)<br />

27 years<br />

Notes:<br />

1. Remuneration includes Salary, Commission, and contribution to P.F. Gratuity and other facilities.<br />

2. Mr.C.K.Somany is related to both Mr.Sanjay Somany and Mr.Mukul Somany and both of them are also related to each other.<br />

3. Mr. R. R. Soni who was designated as Sr. President & Chief Financial Officer, was appointed as the Executive Director w.e.f. from<br />

October 27, <strong>2008</strong>.<br />

4. All appointments of the above employees are contractual.<br />

For and on behalf of the Board<br />

Kolkata<br />

June 20, 2009<br />

C. K. Somany<br />

Chairman<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 31


MANAGEMENT<br />

DISCUSSION<br />

AND ANALYSIS<br />

Indian packaging industry<br />

Indian packaging industry is estimated at US$ 14 billion and<br />

growing at a rate of more than 15% annually. These figures<br />

indicate a change in the industrial and consumer set up.<br />

World glass container per capita consumption (Kg.)<br />

The Indian fascination for rigid packaging remains intact.<br />

It is estimated that more than 80% of the total packaging in<br />

India constitutes rigid packaging, the oldest and the most<br />

conventional form of packaging. The remaining 20% comprises<br />

flexible packaging.<br />

India's per capita packaging consumption is less than US$ 15<br />

against world wide average of nearly US$ 100.<br />

The large and growing Indian middle class, along with the<br />

growth in organised retail in the country, are driving demand in<br />

the packaging industry. Another factor, providing substantial<br />

stimulus to the packaging industry, is the rapid growth of<br />

exports, requiring superior packaging standards for the<br />

international market. [Source: IBEF]<br />

Container glass industry<br />

Overview<br />

The Indian container glass market is estimated at 320 million<br />

euro accounting for 12% of the packaging industry. The market<br />

for container glass has been growing at a rate of 8% over the<br />

last five years. The demand in the container glass industry is<br />

driven by a growth in end-user segment like processed foods<br />

(FMCG), beverages, beer, liquor, pharmaceutical and retail.<br />

Advantage glass<br />

Environment friendly<br />

Natural product<br />

Lowest pollution (total life cycle) – emissions at various recycling<br />

levels are lower in glass compared to aluminium and PET<br />

Light and convenient<br />

Inertness to heat<br />

Inertness to ultra-violet rays<br />

Visibility of product<br />

Lowest cost (per life cycle)<br />

Longer re-cyclability<br />

Versatility of design<br />

32 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


The recycling loop<br />

<strong>Glass</strong> recycling<br />

Save energy in manufacturing for each tonne of cullet<br />

(recyclable glass) used, energy consumption is reduced by 2.5%<br />

Reduces emissions (including CO 2 )<br />

Preserves raw materials and landscapes<br />

Each tonne of cullet used means<br />

1 tonne less of land fill<br />

Over 1 tonne less of natural resources depletion<br />

Growth drivers<br />

Growing food processing industry<br />

The Indian food market, according to the 'India Food <strong>Report</strong><br />

<strong>2008</strong>', is estimated at over US$ 182 billion, and accounts for<br />

about two thirds of the total Indian retail market. Further,<br />

according to consultancy firm McKinsey, the retail food sector in<br />

India, is likely to grow from around US$ 70 billion in <strong>2008</strong> to<br />

US$ 150 billion by 2025, accounting for a large chunk of the<br />

world food industry. This would grow from US$ 175 billion to<br />

US$ 400 billion by 2025, driving the demand for packaging<br />

alternatives, especially glass containers. [Source: IBEF]<br />

Increasing rural consumption<br />

The FMCG industry in India was worth around US$ 16. 03 billion<br />

as on August <strong>2008</strong>, and the rural market accounted for a robust<br />

57% share of the total FMCG market in India, overtaking the<br />

urban market (43%). The rural per capita consumption of<br />

FMCGs would equal to current urban levels by 2017. Industry<br />

analysts also expect the FMCG sector in rural areas to grow 40%<br />

against 25% in urban. [Source: IBEF]<br />

Growing beer consumption<br />

The Indian beer industry has been witnessing steady growth of<br />

7-9% per year over the last 10 years. The rate of growth<br />

remained steady in recent years, with volumes passing from<br />

mere 70 million cases in 2002 to 155 million cases in <strong>2008</strong>. The<br />

Indian beer market is dominated by strong beers (>5% alcohol<br />

by volume), which accounts for 70% of the total beer industry.<br />

The premium beer market is a mere 5% of the total but this<br />

segment is rapidly expanding, touching a growth rate between<br />

35-40%. As a result, the demand for container bottle will surge.<br />

[Source: All India Brewers’ Association]<br />

Outlook<br />

The Indian economy is projected to achieve a sustainable GDP<br />

growth of around 6.5% whereas the annual growth of the<br />

packaging industry is expected to double to around 20-25%.<br />

The container glass industry, which grew at a compounded<br />

annual growth rate (CAGR) of 8% over five years, is expected to<br />

grow over 8% in the future. [Source: IBEF]<br />

The demand for container glass will grow on account of the<br />

forecasts that packaging material for beverages will mainly be of<br />

glass, especially for high quality packaging. <strong>Glass</strong> container plants<br />

will improve technology levels to produce thin and light-weighted<br />

bottles. Beer bottles should be made in more specifications,<br />

meeting the demands of customers at various levels. Based on<br />

the analysis of the current market demands at home and abroad,<br />

tubular vials for antibiotic use will increase gradually, although<br />

injection vials will still remain in the greatest demand.<br />

Business driver – 1<br />

Raw material resource management<br />

At HNG, corporate sustainability is derived from an ability to<br />

steady raw material cost structures across various market cycles<br />

either by tying up with new vendors or through acquiring lease<br />

rights. The Company’s principal raw materials comprises sand<br />

(quartz), limestone (calcite), cullet (broken recyclable glass), soda<br />

ash, dolomite and feldspar. Soda ash prices constituted 49<br />

percent of the total raw material cost (value wise), followed by<br />

cullet (25 percent), sand (12 percent) and other raw material<br />

(14 percent). The Company’s priority in this regard continued<br />

an emphasis on modest raw material cost combined with<br />

anytime availability leading to efficient, uninterrupted<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 33


production at all times.<br />

Highlights, <strong>2008</strong>-09<br />

Leveraged a decades-rich relationship with soda ash vendors<br />

like Magadi (East Africa), Tata Chemicals, Gujarat Heavy<br />

Chemicals and Nirma leading to stable supplies<br />

Widened supply sources through the enlistment of a chemical<br />

soda ash supplier from Iran<br />

Imported around 50 percent of its annual soda ash<br />

requirement of 100,000 tons<br />

Hedged against unforeseen supply disruptions through an<br />

average 20 days inventory for raw materials available in vicinity<br />

of 250 kms and 30 days inventory for other critical raw materials<br />

Reinforced the price-value proposition through relatively stable<br />

raw material sourcing despite price revisions<br />

Used natural soda ash over chemical soda ash with a<br />

corresponding price advantage of around 10 percent<br />

Road ahead<br />

To increase quantity of imported Soda Ash from 50% to 70%<br />

Proposed entry into long-term (annual) contracts with vendors<br />

leading to win-win situations<br />

Proposed organised cullet collection from vendors, improving<br />

availability<br />

Proposed optimisation of logistic costs through silica<br />

procurement from captive mines located within 250 km of each<br />

plant (Prospecting Licenses applied for)<br />

Business driver – 2<br />

Manufacturing and operations<br />

At HNG, our competitive edge is derived from an ability to<br />

service the growing needs of customers. In turn, this advantage<br />

is derived from its position as the largest Indian container glass<br />

manufacturer with planned growing capacities.<br />

Our six manufacturing facilities<br />

Rishra<br />

Bahadurgarh<br />

Rishikesh<br />

Puducherry<br />

Nashik<br />

Neemrana<br />

Automated<br />

batch-mixing<br />

facility<br />

IS<br />

manufacturing<br />

lines<br />

On-site bottle<br />

printing facility<br />

On-site mould<br />

repair shop and<br />

design facility<br />

Amber, flint<br />

and green glass<br />

manufacturer<br />

Three furnaces<br />

IS manufacturing<br />

lines<br />

On-site bottle<br />

printing facility with<br />

four decorating lines<br />

Foundry and mould<br />

workshop<br />

100% energy feed<br />

through captive power<br />

generating facility<br />

Amber, flint and<br />

green glass<br />

manufacturer<br />

Two furnaces<br />

Furnace II used<br />

for Green glass<br />

manufacture<br />

Off-site printing<br />

facility with three<br />

decorating lines<br />

One furnace<br />

Fully automated<br />

batch-mixing facility<br />

On-site printing<br />

facility with three<br />

decoration lines<br />

On-line automatic<br />

OI inspection<br />

machines<br />

On-site modern<br />

finished goods<br />

warehouse<br />

Sand beneficiation<br />

plant, foundry and<br />

mould workshop<br />

One Furnace<br />

IS manufacturing<br />

lines<br />

On-site bottle<br />

printing facility<br />

with three<br />

decorating lines<br />

Mould workshop<br />

for product design<br />

and manufacture<br />

One<br />

furnace<br />

34 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Highlights, <strong>2008</strong>-09<br />

Implemented vacuum pumps in production lines, enhancing<br />

output rate, quality and energy efficiency.<br />

Added a booster in a Bahadurgarh furnace, enhancing<br />

capacity and reducing power consumption.<br />

Reduced bottle weight on an average 15 percent through<br />

innovative redesign; the weight of 180 ml mcd-1 bottles<br />

declined 13 percent from 217 grams to 189 grams, 377 mcd-1<br />

bottles declined 15 percent from 352 grams to 300 grams, 750<br />

mcd bottles declined 16.08 percent from 628 grams to 527<br />

grams, pickle bottles declined 7.50 per cent from 200 grams to<br />

185 grams and glucose bottles declined 10 percent.<br />

Drove continuous change in container bottle design,<br />

developing new products.<br />

Introduced Japanese technology to shrink job change and<br />

stabilisation time, enhancing capacity utilisation<br />

Commenced hot end and cold end coating through lubrication<br />

for scratch resistant bottle manufacture, which increased bottle<br />

strength and longevity<br />

Developed new moulds and casts to reinforce moulding and<br />

casting operations<br />

Changed mould metal mix from cast iron to Minox (bronze),<br />

which increased machine speed, enhanced quality and reduced<br />

defects<br />

Virtually eliminated storage breakage from an erstwhile 0.1<br />

percent through efficient pallet stacking.<br />

Implemented ERP to integrate operations, planning and<br />

decision-making.<br />

The benefits of light weighting<br />

Consumer benefit<br />

Enhanced availability<br />

Reduced transportation cost<br />

Accelerated bottling process<br />

Increased bottles per ton<br />

Reduced price per bottle<br />

Improved bottle quality<br />

Enhanced bottle transparency<br />

Increased strength following uniform<br />

and optimum wall thickness<br />

Company benefit<br />

Faster production rate (productivity increased by 8–10 percent)<br />

Optimum raw material use<br />

Overall cost reduction<br />

Increase in profitability<br />

The science of light weighting<br />

Existing bottle glass is analysed<br />

Analysis result leads to conclusion of how much weight<br />

reduction is possible<br />

Bottle design is drawn such that during forming, no glass<br />

distribution related issues should arise; should have a<br />

smoothened profile making blowing easier and increasing<br />

forming efficiency<br />

Once the design is approved engineering commences and<br />

sample mould casting is sent for<br />

Internal trial is conducted (bottle performance check in the<br />

lines)<br />

Customer approval is sought<br />

After approval receipt, commercial production commences<br />

Road ahead<br />

Proposed implementation of the vacuum pump across all<br />

production lines by 2009-10<br />

Proposed capacity expansion by 50 tonnes and 100 tonnes<br />

through the re-building of Bahadurgarh furnaces in 2009-10<br />

Proposed Rs. 170 cr capacity expansion from 600 TPD to 800-<br />

850 TPD in 2009-10, estimated to operationally break-even by<br />

2010-11<br />

Proposed commercialisation of narrow-neck-press-and-blow<br />

(NNPB) operations across all plants leading to enhanced light<br />

weighting by 25–30 percent<br />

Projected commissioning of Rs. 600-cr greenfield float glass<br />

manufacturing facility in Vadodara (Gujarat) by September<br />

2009<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 35


Business driver – 3<br />

Quality<br />

At HNG, quality is not an intangible virtue, but represents the<br />

convergence of all product attributes to enhance durability and<br />

progressively evolve from breakdown-maintenance to preventive<br />

maintenance philosophy.<br />

The Company’s ISO 9000:2000 certification vindicates its quality<br />

brilliance, catering to customer specifications with inspection<br />

across 140 defect parameters, which are well within customer<br />

tolerance levels.<br />

Highlights, <strong>2008</strong>-09<br />

Tightened supervisory control on job change to enhance<br />

product quality<br />

Received ISO 22000 certification for food safety management<br />

systems for the Rishra and Puducherry plants<br />

Implemented three Six Sigma projects on quality<br />

improvements<br />

Conducted extensive research on customer requirements<br />

to obtain data on quality, packaging, light weighting,<br />

bottling speed and pressure, capping facility, etc; around 50<br />

customer plants were visited to provide superior quality and<br />

customisation.<br />

Formed a six-member team for pre-dispatch inspection (PDI)<br />

ensuing packaging inspection and proper loading.<br />

Road ahead<br />

Commence more Six Sigma projects for further quality<br />

enhancements<br />

Automate quality inspection for quality excellence<br />

Start ‘clean room production’ for pharmaceutical bottles,<br />

complying with US-FDA norms<br />

Business driver – 4<br />

Marketing and distribution<br />

At HNG, dependability is derived from an ability to demonstrate<br />

container glass packaging options that are superior than<br />

competing companies and packaging alternatives on<br />

the one hand as well as making timely product deliveries<br />

on the other, leading to customer delight. This ability is derived<br />

from an ongoing quest for R&D-driven excellence and plant<br />

positions in customer-proximate locations - a holistic delivered<br />

solution.<br />

Highlights, <strong>2008</strong>-09<br />

Enhanced net value of revenue from customers<br />

Enhanced quality designs, service and value-for-money, driving<br />

overall sales volume by 10 percent<br />

Accelerated bottle light-weighting, reducing material and<br />

logistic costs<br />

Customised products and widened the product mix,<br />

strengthening the customer experience<br />

Successfully addressed the design challenge for the<br />

sophisticated ‘Gorbatschow’ liquor bottle<br />

Added several brand-enhancing clients like Carlsberg and John<br />

Distilleries, among others, to its formidable customer list.<br />

Enhanced its global footprint through a deeper presence in<br />

Europe, Asia and America<br />

Road ahead<br />

Proposed market share expansion through product<br />

development, bottle light-weighting and enhanced NNPB<br />

product proportion in the corporate portfolio<br />

Increased export share through an entry into new geographies<br />

as well as a consolidation in the existing ones<br />

Proposed increase in installed capacity by around 14 percent<br />

to service growing market and consumer needs<br />

Business driver – 5<br />

Safety, health and environment<br />

At HNG, manufacturing process involves several operations<br />

which can adversely impact employee safety, employee health<br />

and the surrounding environment, warranting investments in<br />

safety equipment, processes, practices and people. The<br />

Company deputed a professionally qualified safety, health and<br />

environment officer in each of its manufacturing facilities.<br />

Highlights, <strong>2008</strong>-09<br />

Conducted monthly training programmes on safety aspects<br />

Commenced the water re-cycle plant in which effluent water is<br />

chemically treated for gardening, cullet washing and other jobs.<br />

Implemented several effluent control devices to reduce water<br />

pollution<br />

Enhanced the number of fire extinguishers in the factories<br />

Conducted first-aid training programmes by St. John<br />

Ambulance at the Rishra plant<br />

36 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Introduced repellents for enhanced hygiene<br />

Conducted yoga classes for employees and their families<br />

Road ahead<br />

Become a zero discharge company<br />

Enhance focus on air pollution control by the implementation<br />

of modern devices<br />

Focus on better housekeeping<br />

Business driver – 6<br />

Information technology platform<br />

At HNG, robust IT infrastructure facilitates time-critical and<br />

proactive decision-making. HNG undertook the following<br />

initiatives to remove its IT infrastructure bottlenecks:<br />

Highlights, <strong>2008</strong>-09<br />

Implemented SAP in Rishra, Bahadurgarh, Puducherry and<br />

Nashik plants, involving a Rs. 15-crore investment; the platform<br />

encompassed financial management, material management,<br />

production planning, plant maintenance and quality<br />

management to enhance organisational integration and<br />

performance<br />

Set up the SAP central site at the Bahadurgarh plant and a<br />

disaster recovery site at the Rishra plant<br />

Improved the speed of network devices – from 10/100 mbps<br />

to 1,000 mbps – at the Bahadurgarh plant for accelerated<br />

communication<br />

Road ahead<br />

Introduce human resource management under the SAP<br />

platform<br />

Bring the Neemrana and Rishikesh plant under the SAP<br />

platform<br />

Improve network devices for all plants<br />

Introduce window deployment services (WDS) in all plants for<br />

faster IT operations<br />

Business driver – 7<br />

Talent management<br />

At HNG, the most enduring capital is the sum of our people<br />

qualifications, experience and enthusiasm, reflected in a rich<br />

tradition of innovation, re-engineering, productivity and people<br />

retention.<br />

Highlights, <strong>2008</strong>-09<br />

Possessed a 2,997-member team on direct pay roll and around<br />

3,582 contracted employees (as on March 31, 2009)<br />

Added 400 members in <strong>2008</strong>-09 to service its growing<br />

capacity and customer requirements<br />

Maintained a prudent mix of vigour and experience<br />

Sustained employee retention and attendance at rates higher<br />

than industry standards<br />

Strengthened its training based on departmental assessments,<br />

imparted by in-house experts and also external faculty.<br />

Strengthened its performance appraisal framework (employee<br />

rating from 1 to 100 across parameters) linking performance<br />

with incentives.<br />

Road ahead<br />

Proposed recruitment of about 60 engineers and management<br />

trainees from premier Indian institutions like the <strong>National</strong><br />

Institute of Technology (NIT), Jadavpur University, Bengal<br />

Engineering College, Roorkee University, Delhi Engineering<br />

College, the Institute of Chartered Accountants of India and<br />

Indian Institute of Management followed by a month’s<br />

induction training<br />

Proposed annual appraisal by departmental heads based on<br />

KRAs communicated at the year-start<br />

Proposed introduction of a performance-linked incentive<br />

scheme for senior employees<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 37


Managing uncertainties at HNG<br />

Risk is the uncertainty about events and their possible outcome that can impact performance and prospects. At HNG, our objective<br />

is to reinforce a culture of responsible risk management at all levels and functions so that risks can be estimated, controlled and<br />

countered.<br />

Nature of risk Risk explanation Risk mitigation<br />

Economy risk Slowdown in key downstream sectors The Company caters to multiple sectors (processed food,<br />

could affect demand for the Company’s beverages, beer, liquor, pharmaceuticals and organised retail)<br />

products<br />

leading to a diversified income portfolio.<br />

The Company caters to the top 10 companies in respective<br />

sectors, outperforming the industry average<br />

The container glass industry grew 12 percent from Rs. 4,000<br />

cr in 2007-08 to around Rs. 4,500 cr in <strong>2008</strong>-09 and this<br />

growth is expected to sustain<br />

Competition risk Growing competition (organised and The Company retained its position as India’s largest container<br />

unorganised players) could affect growth glass player with a market share in excess of 65 percent market<br />

Accelerated bottle light weighting to benefit consumers<br />

Widened the product portfolio to address a broader<br />

client base<br />

Profitability risk Profitability could be affected on The Company improved its average realisations from<br />

account of declining realisations, Rs. 14,678 per tonne in 2007-08 to Rs. 17,127 per tonne<br />

product stagnation or cost increase in <strong>2008</strong>-09<br />

Reinforced its culture of product value-addition<br />

Retained its industry cost leadership<br />

Input risk A disruption in quality raw material The Company intends to extend raw material supply contracts<br />

availability at the right price may<br />

affect the Company’s competitive edge<br />

from three months to a year<br />

Propose to have reasonable inventory for all critical raw<br />

material depending on lead time.<br />

Propose reduction in freight cost by having exclusive<br />

agreements with transporters for movement of raw material.<br />

Strengthening raw material sourcing by widening the vendor<br />

base<br />

Plans to acquire silica mines in the vicinity of its six<br />

manufacturing units<br />

Operation risk Operational inefficiencies could increase The Company reinforced its pioneering industry status<br />

the Company’s cost<br />

through the bottle light-weighting technology<br />

Implemented the in-plant narrow-neck-press-and-blow<br />

technology to catalyse light weighting by up to 25-30 percent<br />

Implemented vacuum pumps in production lines, enhanced<br />

productivity, improved quality and reduced energy<br />

consumption<br />

Introduced Japanese technology in reducing job change and<br />

stabilisation time leading to enhanced capacity utilisation<br />

38 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Nature of risk Risk explanation Risk mitigation<br />

Quality risk Inconsistent product quality can lead to The Company possesses ISO 9000:2000 quality certification<br />

client attrition<br />

and is actively pursuing ISO 14000/18000/22000 certifications<br />

Invested in sophisticated laboratories equipped with cuttingedge<br />

equipment (atomic absorption spectrophotometer, flame<br />

photometer, ramp pressure tester, vertical load tester, profile<br />

projector, impact tester and automatic thermal shock tester)<br />

Stringent monitoring reduced rejections<br />

Marketing risk The Company may find it difficult to The Company enjoys a decades-rich relationship with its<br />

capitalise on emerging opportunities clients<br />

due to weak marketing<br />

Enjoys a 26-nation presence to be increased further in the<br />

financial year 2009-10<br />

Deepened its global footprint in Europe, Asia and America.<br />

Liquidity risk A liquidity crunch could hamper Reduced debtors’ cycle<br />

operations<br />

Strengthened creditors’ period optimising working capital use<br />

Sustained the working capital cycle<br />

People risk A lack of skilled professionals could The Company is continuously recruiting new professionals to<br />

affect growth<br />

drive its growth<br />

Strengthened training at all levels<br />

Enhanced employee retention to more than 95 percent<br />

Funding risk An inability to mobilise adequate The Company enjoyed a 0.36 debt-equity ratio, considered<br />

low-cost funds may stagger growth<br />

adequate to fund prospective expansions<br />

Maintained a Rs. 917.71 cr reserve as on March 31, 2009;<br />

free reserves constituted 87.33 percent of the reserves and<br />

surplus balance as on March 31, 2009<br />

Enjoyed a prudent mix of secured and unsecured loans<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 39


THE DIRECTORS PRESENT THE<br />

COMPANY’S REPORT ON<br />

CORPORATE<br />

GOVERNANCE<br />

1. Company’s philosophy on Code of Governance<br />

We at HNG believe good Corporate Governance is a pre-requisite<br />

for meeting the needs and aspirations of its shareholders and<br />

other stakeholders in the Company and firmly believe that the<br />

same could be achieved by maintaining a system and process<br />

from which emerges the cornerstones of Company’s governance<br />

philosophy, namely trusteeship, transparency, empowerment<br />

and accountability, control and ethical corporate citizenship. The<br />

practice of each of these creates the right corporate culture that<br />

fulfils the true purpose of Corporate Governance.<br />

During the financial year <strong>2008</strong>-09, the Company has kept its<br />

commitment towards the required norms and disclosures on<br />

Corporate Governance under the Listing Agreement executed<br />

with the stock exchanges, in which the shares of the Company<br />

are listed.<br />

2. Board of Directors<br />

The Company has formed an active, well-informed Board with<br />

the majority comprising Independent Directors to uphold the<br />

Company’s commitment to high standards of ethical values and<br />

business integrity.<br />

Present composition and size of the Board-<br />

The composition of the Board of Directors as on March 31, 2009<br />

is given below. Out of the total 10 Directors on the Board:<br />

3 are Executive Directors<br />

1 is a Non-Executive Director<br />

6 are Non-Executive Independent Directors<br />

The Chairman of the Company is a Non-Executive, Non-<br />

Independent Director. The number of Independent Directors<br />

exceeds one-half of the total number of Directors.<br />

Attendance of Directors at the previous Annual General<br />

Meeting (AGM)-<br />

The last Annual General Meeting was held on September 8,<br />

<strong>2008</strong> at Rotary Sadan, 94/2, Chowringhee Road, Kolkata 700<br />

020 and the same was attended by all the Directors except<br />

Mr. S.K. Bangur and Dr. I.K. Saha.<br />

Attendance of Directors at the Board meeting and number of<br />

other directorships and other Board committee memberships,<br />

etc. during the year under review-<br />

Name of the Director Category of No of Board Directorship in other #No. of committees (Other than that<br />

directorship meeting(s) companies of the Company) in which he is<br />

attended incorporated in India^<br />

Chairman Member Total<br />

Mr. C. K. Somany (Chairman) 5 9 – 1 1<br />

Non-Executive<br />

Mr. Sanjay Somany (Managing Director) 5 9 – – –<br />

Executive<br />

Mr. Mukul Somany (Jt. Managing 5 10 – – –<br />

Director) Executive<br />

Mr. Kishore Bhimani Independent 4 1 – 1 1<br />

40 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Name of the Director Category of No of Board Directorship in other #No. of committees (Other than that<br />

directorship meeting(s) companies of the Company) in which he is<br />

attended incorporated in India^<br />

Chairman Member Total<br />

Mr. S. Bhattacharya Independent 5 1 – – –<br />

Mr. R. K. Daga Independent 5 2 2 – 2<br />

Mr. Dipankar Chatterji Independent 4 7 – 5 5<br />

Mr. S.K. Bangur Independent 3 10 – – –<br />

Dr. I.K. Saha Independent 5 1 – – –<br />

Mr. R. R. Soni Executive Director 2 1 – – –<br />

^excludes directorship of companies formed u/s 25 of the Companies Act, 1956, private limited companies and foreign<br />

companies.<br />

# Membership/Chairmanship of Audit committees and Shareholders’/Investors’ Grievance committees have been considered.<br />

Board meetings held during the year-<br />

During the financial year ended on March 31, 2009, five Board meetings were held within the maximum specified duration of 120<br />

days between two Board meetings. The details of the meetings are as follows:-<br />

Sl. no. Date of meeting During the quarter Duration between last Board Meeting<br />

01 May 16, <strong>2008</strong> April’08 – June’08 114 days<br />

02 June 25, <strong>2008</strong> April’08 – June’08 39 days<br />

03 July 25, <strong>2008</strong> July’08 – September’08 29 days<br />

04 October 27, <strong>2008</strong> October’08 – December’08 93 days<br />

05 January 27, 2009 January’09 – March’09 91 days<br />

The Board meetings are normally convened on the directions<br />

received from the Chairman/Managing Director of the Company.<br />

A detailed agenda is circulated to the members of the Board, at<br />

least three days prior to the date of the meeting. Agenda items<br />

are circulated along with relevant information to enable the<br />

Board members to take appropriate decisions. The minutes of<br />

the Committees of the Board are regularly placed before the<br />

Board.<br />

3. Audit Committee<br />

Terms of reference-<br />

The Company constituted an Audit Committee in the year 2000.<br />

The terms of reference of the Audit Committee are as follows:-<br />

1. Oversight of the Company’s financial reporting process and<br />

the disclosure of its financial information to ensure that the<br />

financial statement is correct, sufficient and credible.<br />

2. Recommending to the Board, the appointment,<br />

re-appointment and, if required, replacement or removal of the<br />

Statutory Auditors, Tax Auditors and Internal Auditors of the<br />

Company and the fixation of audit fees.<br />

3. Approval of payment to Statutory Auditors for any other<br />

services rendered by them.<br />

4. Reviewing, with the management, the annual financial<br />

statements before submission to the Board for approval, with<br />

particular reference to:<br />

a. Matters required to be included in the Directors’ Responsibility<br />

Statement forming a part of the Board’s <strong>Report</strong> in terms of<br />

Section 217(2AA) of the Companies Act, 1956.<br />

b. Changes, if any, in accounting policies and practices and<br />

reasons for the same.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 41


c. Major accounting entries involving estimates based on the<br />

exercise of judgment by the management.<br />

d. Significant adjustments made in the financial statements<br />

arising out of audit findings.<br />

e. Compliance with listing and other legal requirements relating<br />

to financial statements.<br />

f. Disclosure of any related party transactions.<br />

g. Qualifications in the Auditors’ <strong>Report</strong>.<br />

5. Reviewing, with the management, the quarterly financial<br />

statements before submission to the Board for approval.<br />

6. Reviewing, with the management, performance of statutory<br />

and internal auditors and adequacy of the internal control<br />

systems.<br />

7. Reviewing the adequacy of internal audit function, if any,<br />

including the structure of the internal audit department, staffing<br />

and seniority of the official heading the department, reporting<br />

structure coverage and frequency of internal audit.<br />

8. Reviewing with internal auditors any significant findings and<br />

follow-up there on.<br />

9. Reviewing the findings of any internal investigations by the<br />

internal auditors into matters where there is a suspected fraud<br />

or irregularity or a failure of internal control systems of a material<br />

nature and reporting the matter to the Board.<br />

10. Discussion with Statutory Auditors, about the nature and<br />

scope of Audit as well as post-audit discussion to ascertain any<br />

area of concern.<br />

11. To look into the reasons for substantial defaults in the<br />

payment to the depositors, debenture-holders, shareholders<br />

(in case of non-payment of declared dividends) and creditors.<br />

12. Carrying out any other function as mentioned in the terms<br />

of reference of the Audit Committee.<br />

Composition, meetings and attendance during the<br />

year-<br />

During the financial year ended March 31, 2009, eight meetings<br />

of the Audit Committee were held and the attendance of each<br />

member of the Committee is given below:<br />

Dates of meetings<br />

May 31, <strong>2008</strong>, June 25, <strong>2008</strong>, July 25, <strong>2008</strong>, August 13, <strong>2008</strong>,<br />

October 26, <strong>2008</strong>, December 16, <strong>2008</strong>, January 27, 2009,<br />

February 24, 2009.<br />

Members of the Audit Committee have the requisite financial<br />

and management expertise. The Chairman of the Audit<br />

Committee attended the 62nd Annual General Meeting of the<br />

Company.<br />

Total Strength of Audit Committee : Three<br />

Designation Members Category No. of No. of<br />

meetings held meetings attended<br />

Chairman Mr. R. K. Daga Non-Executive, Independent Director 8 8<br />

Member Mr. Sujit Bhattacharya Non-Executive, Independent Director 8 7<br />

Member Mr. Dipankar Chatterji Non-Executive, Independent Director 8 8<br />

4. Remuneration Committee<br />

Terms of reference- To formulate and determine the Company’s policy regarding remuneration packages for Executive Directors<br />

including any compensation payments.<br />

Composition, meetings and attendance during the year-<br />

Total strength of Remuneration Committee : Three<br />

Designation Members Category<br />

Chairman Mr. R.K. Daga Non-Executive, Independent Director<br />

Member Mr. Kishore Bhimani Non-Executive, Independent Director<br />

Member Mr. Dipankar Chatterji Non-Executive, Independent Director<br />

42 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


The Remuneration Committee has approved the increase in<br />

remuneration of the Managing Director and Joint Managing<br />

Director in terms of the agreement entered by the Company with<br />

them as agreed by the shareholders of the Company. Further,<br />

the Remuneration Committee has also approved the<br />

remuneration payable to the Executive Director.<br />

Remuneration policy of the Company-<br />

The remuneration of the Executive Directors are recommended<br />

by the Remuneration Committee, based on criteria such as<br />

industry benchmarks, the Company’s performance vis-à-vis the<br />

industry, responsibilities shouldered, performance/track record,<br />

macro-economic review, remuneration packages of heads of<br />

other organisations and approved by the Board of Directors. The<br />

Company pays remuneration by way of salary, perquisites and<br />

allowances, incentive remuneration and /or commission to its<br />

Executive Directors.<br />

The remuneration by way of commission to the Non-executive<br />

Directors is decided by the Board of Directors and distributed on<br />

an equal basis. The members had, at the Annual General<br />

Meeting held on September 14, 2007, approved the payment of<br />

remuneration by way of commission every year to the Non-<br />

Executive Directors of the Company of Rs. 100,000 or 1 percent<br />

of the net profit for that year (calculated in accordance with the<br />

Provisions of section 309 (5) of the Companies Act, 1956),<br />

whichever is less, subject to the approval of Central Government<br />

as may be required, for the period of 5 years commencing from<br />

April 1, 2007 and ending on March 31, 2012. The commission<br />

for the financial year <strong>2008</strong>-09 will be distributed among the said<br />

Directors accordingly.<br />

Details of the remuneration paid to the Directors<br />

during the financial year <strong>2008</strong>-09<br />

To Non-Executive Directors<br />

In addition to the commission as aforesaid, the Independent and<br />

Non-Executive Directors are entitled to a sitting fee of Rs. 5,000<br />

for attending each meeting of the Board and the Audit<br />

Committee. The members of Remuneration Committee are paid<br />

a sitting fee of Rs. 2500 for attending each committee meeting.<br />

Further, no remuneration is paid for attending the meeting of<br />

the Share Transfer & Shareholders’ Grievance Committee and<br />

Treasury Management Committee.<br />

The Company obtained shareholders’ approval for the payment<br />

of commission to Non Executive Directors, on September 14,<br />

2007, for a period of five years. The amount of commission will<br />

be apportioned and paid among the Non-Executive Directors on<br />

the basis of duration of membership on the Board.<br />

The details of sitting fees paid and commission payable for the<br />

financial year <strong>2008</strong>-09 are as follows:<br />

(In Rupees)<br />

Directors Business relationship Sitting fees Commission Total<br />

with HNGIL<br />

Mr. C.K. Somany* Promoter 25,000 1,00,000 1,25,000<br />

Mr. Kishore Bhimani None 22,500 1,00,000 1,22,500<br />

Mr. S. Bhattacharya None 60,000 1,00,000 1,60,000<br />

Mr. R.K. Daga None 67,500 1,00,000 1,67,500<br />

Mr. Dipankar Chatterji None 62,500 1,00,000 1,62,500<br />

Mr. S.K. Bangur None 15,000 1,00,000 1,15,000<br />

Late Supriya Gupta None 15,000 1,00,000 1,15,000<br />

Dr. I.K. Saha None 25,000 1,00,000 1,25,000<br />

* Mr. C.K. Somany is father of Mr. Sanjay Somany, Managing Director and Mr. Mukul Somany, Joint Managing Director. Other<br />

Directors are not related to one another.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 43


To Executive Directors<br />

The details of remuneration paid to Executive Directors as per agreement during the financial year <strong>2008</strong>-09 is as follows:<br />

(In Rupees)<br />

Break-up remuneration<br />

Executive Directors<br />

Mr. Sanjay Somany * Mr. Mukul Somany* Mr. R. R. Soni<br />

Business relationship with HNGIL Managing Director, Jt. Managing Director, Executive Director<br />

Promoter’s family<br />

Promoters’ family<br />

Salary 63,48,000 63,48,000 8,25,806<br />

Provident Fund 7,61,760 7,55,268 96,305<br />

Perquisites 43,618 3,22,266 4,75,514<br />

Commission 63,48,000 63,48,000 4,12,903<br />

Total 1,35,01,378 1,37,73,534 18,10,528<br />

* Mr. Sanjay Somany, Managing Director and Mr. Mukul Somany, Joint Managing Director, who are brothers are related<br />

to Mr. C.K. Somany, Chairman of the Company.<br />

Notes:<br />

a. The agreements with the Executive Directors is for a period of five years for Mr. Sanjay Somany and Mr. Mukul Somany w.e.f.<br />

October 1, 2005 up to September 30, 2010 and for a period of three years for Mr. R. R. Soni w.e.f. October 27, <strong>2008</strong> up to October<br />

26, 2011; or the normal retirement date, whichever is earlier. Either party to the agreement is entitled to terminate it by giving not<br />

less than three months' notice in writing to the other party.<br />

b. Mr. Sanjay Somany and Mr. Mukul Somany are entitled to a commission of 1% of the net profits subject to a ceiling of their annual<br />

salary. Mr. R. R. Soni is entitled to a commission of 0.5% of the net profits subject to a ceiling of 50% of his annual salary.<br />

c. No stock options is available with the Executive Directors or the employees of the Company.<br />

5. Share Transfer and Shareholders’ Grievance Committee<br />

Composition, meetings and attendance during the year<br />

Total strength of the Committee : Four<br />

Designation Members Category No. of No. of<br />

meetings held meetings attended<br />

Chairman Mr. Kishore Bhimani Non-Executive 4 4<br />

Independent Director<br />

Member Mr. R.K. Daga Non-Executive 4 4<br />

Independent Director<br />

Member Mr. Sanjay Somany Executive Director 4 4<br />

Member Mr. Mukul Somany Executive Director 4 4<br />

The dates on which the meetings of the Share Transfer and Shareholders' Grievance Committee were held during the year:<br />

Date of meetings<br />

June 25 , <strong>2008</strong> July 25, <strong>2008</strong> October 27, <strong>2008</strong> January 27, 2009<br />

The Compliance Officer of the Company is Mr. Priya Ranjan who is also the Company Secretary of the Company.<br />

44 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Shareholders’ complaints and pending share transfer<br />

There were three investor grievance complaints received during the year under review. All the three complaints were resolved and<br />

there are no complaints pending at year ended March 31, 2009.<br />

6. General Body Meetings<br />

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

General Meeting Venue Day and date Time<br />

62nd Annual General Meeting Rotary Sadan, 94/2, Chowringhee Monday, September 8, <strong>2008</strong> 10.00 A.M.<br />

Road, Kolkata- 700 020<br />

61st Annual General Meeting Registered Office: Friday, September 14, 2007 11.30 A.M.<br />

2, Red Cross Place, Kolkata- 700 001<br />

60th Annual General Meeting Registered Office: Monday, September 25, 2006 11.30 A.M.<br />

2, Red Cross Place, Kolkata- 700 001<br />

Details regarding Special Resolutions passed during the previous three years are given below:<br />

Shareholders’ meeting<br />

62nd Annual General Meeting<br />

Special Business requiring Special Resolution<br />

1. Resolution requiring approval u/s 31 of the Companies Act, 1956 for altering the Article<br />

85 of the Articles of Association of the Company in respect to the number of Directors<br />

of the Company.<br />

2. Resolution requiring approval u/s 314 of the Companies Act, 1956 for holding an office of<br />

profit by the Chairman of the Company in <strong>Glass</strong> Equipment (India) Limited, a 100%<br />

Subsidiary of the Company.<br />

3. Resolution requiring approval u/s 293(1)(d) of the Companies Act, 1956 and all other<br />

enabling provisions, to grant consent to the Board of Directors of the Company to borrow<br />

sums of money, which may exceed the aggregate for the time being of the paid up capital<br />

of the Company and its free reserves.<br />

4. Resolution requiring approval u/s 293(1)(a) of the Companies Act, 1956 and other<br />

applicable provisions to grant consent to the Board of Directors to mortgage, create<br />

charge(s) and/or hypothecate in addition to the existing mortgage(s), charge(s) and<br />

hypothecation(s).<br />

61st Annual General Meeting<br />

1. Resolution requiring approval for payment of commission to the Non-Executive Directors.<br />

2. Resolution requiring approval u/s. 314 of the Companies Act, 1956 for Mr. Bharat<br />

Somany, to hold office or place of profit in the Company.<br />

60th Annual General Meeting<br />

None<br />

However, no resolution requiring a postal ballot u/s 192A<br />

of the Companies Act, 1956 was recommended for approval<br />

during the last year. No resolution requiring postal ballot<br />

is being proposed at the ensuing Annual General Meeting.<br />

The Company will seek shareholders’ approval through postal<br />

ballot in respect of resolutions relating to such business<br />

as prescribed in the Companies (Passing of the Resolutions<br />

by Postal Ballots) Rules, 2001, as and when the occasion arises.<br />

7. Disclosures<br />

There are no materially significant related party transactions<br />

made by the Company with its Promoters, Directors or the<br />

Management, its subsidiaries or relatives, etc. that may have<br />

potential conflict with the interests of the Company at large. The<br />

Register of Contracts containing the transactions in which the<br />

Directors are interested is placed before the Board regularly for<br />

its approval.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 45


Related Party Transactions in the ordinary course of business<br />

are reported to the Audit Committee. Such transactions are<br />

disclosed in Note No. 28 of Schedule ‘S’ to the accounts in the<br />

Annual <strong>Report</strong>.<br />

During the last three years, there were no strictures or penalties<br />

imposed on the Company by either the Securities and Exchange<br />

Board of India (SEBI) or the stock exchanges, or any other<br />

statutory authority for non-compliance of any matter related to<br />

the capital market.<br />

Though there is no formal whistle blower policy, the Company<br />

takes cognizance of the complaints made and suggestions given<br />

by the employees and others. Even anonymous complaints are<br />

looked into and whenever necessary, suitable corrective steps<br />

are taken. No employee of the Company was denied access to<br />

the Audit Committee of the Board of Directors of the Company.<br />

The Company conducts periodic reviews and reporting to the<br />

Board of Directors regarding risk assessment by senior executives<br />

with a view to minimise risk.<br />

None of the Non-Executive Directors hold any share in the<br />

Company except Mr. C. K. Somany (holding 5,35,474 shares in<br />

his personal capacity).<br />

During the financial year <strong>2008</strong>-09, the Company didn’t make<br />

any public or rights issue.<br />

The Financial Statements for the financial year <strong>2008</strong>-09 have<br />

been prepared in accordance with the applicable Accounting<br />

Standards prescribed by The Institute of Chartered Accountants<br />

of India and as required under the Companies (Accounting<br />

Standards) Rules, 2006.<br />

The Managing Director and the Joint Managing Director of<br />

the Company have certified to the Board in accordance with<br />

Clause 49(v) of the Listing Agreement pertaining to CEO/CFO<br />

certification for the financial year ended March 31, 2009.<br />

The Management Discussion and Analysis statement forms<br />

part of this Annual <strong>Report</strong>.<br />

According to Articles of Associations of the Company, onethird<br />

of the Directors retire by rotation and, if eligible, seek reappointed<br />

at the Annual General Meeting of the shareholders. As<br />

per Article 90 of the Articles of Association of the Company, Shri.<br />

Kishore Bhimani, Shri. Sujit Bhattacharya and Shri. S. K. Bangur<br />

will retire in the ensuing Annual General Meeting. The Board has<br />

recommended the re-appointment of all the retiring Directors.<br />

The detailed profiles of all these Directors are provided in the<br />

Notice calling the Annual General Meeting of the Company.<br />

8. Means of communication<br />

The quarterly, half-yearly and annual financial results are<br />

published in the proforma prescribed under the Listing<br />

Agreement in one English Newspaper (normally in The Financial<br />

Express) having wide circulation and another in vernacular<br />

language in Bengali (normally in Dainik Lipi/Arthik Lipi).<br />

However, only the annual results are sent to the shareholders of<br />

the Company.<br />

The Company’s annual results along with various other<br />

information are displayed on the Company’s web-site<br />

www.hngindia.com.<br />

Pursuant to the requirement of Clause 51 of the Listing<br />

Agreement, the quarterly financial results, shareholding pattern,<br />

etc. are provided on the specified web-site of SEBI i.e.<br />

http://sebiedifar.nic.in.<br />

9. General shareholder information<br />

Incorporation<br />

Corporate Identification Number (CIN):<br />

AGM: Date, time and venue<br />

Financial calendar<br />

1st quarter results by<br />

2nd quarter results by<br />

3rd quarter results by<br />

4th quarter results by<br />

Date of book closure<br />

The Company was incorporated in Calcutta in the Province of Bengal on 23rd<br />

February 1946 (now West Bengal).<br />

L26109WB1946PLC013294<br />

August 14, 2009; 11.00 AM at Rotary Sadan, 94/2, Chowringhee Road,<br />

Kolkata-700 020<br />

April to March<br />

4th week of July<br />

4th Week of October<br />

4th Week of January<br />

3rd Week of June of next year<br />

August 7, 2009 to August 14, 2009 (both days inclusive)<br />

Dividend Payment Date August 14, 2009<br />

Listing on stock exchanges<br />

46 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Your Company’s shares are listed on the following stock exchanges:<br />

1] The Calcutta Stock Exchange 2] Bombay Stock 3] <strong>National</strong> Stock Exchange<br />

Association Ltd Exchange Limited, Mumbai of India Limited<br />

7, Lyons Range, Kolkata-700 001 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla<br />

Email: mop@cse-india.com Dalal Street, Mumbai 400 001 Complex, Bandra (E),<br />

Website: www.cse-india.com Email : is@bseindia.com Mumbai- 400 051<br />

Website: www.bseindia.com<br />

Email: ignse@nse.co.in<br />

Website: www.nseindia.com<br />

Listing fees<br />

Scrip code/Scrip Symbol –<br />

Paid for the financial year 2009-10 for all the above Stock Exchanges.<br />

i. 18003 on The Calcutta Stock Exchange Association Ltd., Kolkata<br />

ii. 515145 on Bombay Stock Exchange Limited, Mumbai<br />

iii. HINDNATGLS on <strong>National</strong> Stock Exchange of India Limited, Mumbai<br />

High / Low share price data<br />

1] According to the data provided by The Calcutta Stock Exchange Association Ltd., Kolkata, there has been no transaction of<br />

the Company’s equity shares during the year under review at the said Stock Exchange.<br />

2] The details of transactions in the Company’s equity shares at the Bombay Stock Exchange Limited, Mumbai during the<br />

financial year <strong>2008</strong>-09 and the respective higher / lower price data are as given below:<br />

Month High (Rs.) Low (Rs.) Volume (Shares)<br />

April, <strong>2008</strong> 784.70 745.85 33,693<br />

May, <strong>2008</strong> 794.20 656.70 27,982<br />

June, <strong>2008</strong> 738.65 560.20 28,316<br />

July, <strong>2008</strong> 685.55 571.50 32,631<br />

August, <strong>2008</strong> 658.75 578.90 22,727<br />

September, <strong>2008</strong> 596.60 431.25 17,580<br />

October, <strong>2008</strong> 448.70 249.90 17,611<br />

November, <strong>2008</strong> 413.55 302.20 14,489<br />

December, <strong>2008</strong> 651.65 387.05 32,028<br />

January, 2009 591.85 515.10 13,607<br />

February, 2009 549.70 464.25 9,990<br />

March, 2009 478.00 415.00 8,616<br />

Source: www.bseindia.com<br />

3] The Equity Shares of the Company were listed and admitted for dealing on the <strong>National</strong> Stock Exchange Limited w.e.f April<br />

15, 2009.<br />

Performance in comparison to broad-based indices such as BSE Sensex<br />

Monthly High & Low at Bombay Stock Exchange (HNG vs. Sensex)<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 47


Registrar & Share Transfer Agent<br />

Share transfer system<br />

In compliance with the SEBI directive, the Company has appointed M/s.<br />

Maheshwari Datamatics Pvt. Ltd., as its Registrar & Share Transfer Agent for all<br />

matters relating to shares both in physical as well as in dematerialised mode.<br />

However, documents relating to shares are also received at the Company’s<br />

Registered Office at 2, Red Cross Place, Kolkata 700 001, Tel. No: (033) 2254<br />

3100, Fax No: (033) 2254 3130, e-mail address: cosec@hngil.com.<br />

The transfer of shares in physical form is processed and completed by<br />

M/s Maheshwari Datamatics Pvt. Ltd. within a period of fifteen days from the date<br />

of receipt thereof, provided all the documents are in order. In case of shares in<br />

electronic form, the transfers are processed by the NSDL/CDSL through respective<br />

depository participants.<br />

Distribution of Share Holding and Share Holding Pattern as on March 31, 2009<br />

No. of equity shares held Folios % Shares %<br />

1 to 5000 6411 98.39 2,13,547 1.22<br />

5001 to 10000 47 0.72 36,079 0.21<br />

10001 to 20000 16 0.2455 23,357 0.13<br />

20001 to 30000 3 0.0460 7,400 0.04<br />

30001 to 40000 3 0.0460 10,807 0.06<br />

40001 to 50000 2 0.0307 8,482 0.05<br />

50001 to 100000 2 0.0307 13,382 0.08<br />

100000 and above 32 0.4911 1,71,54,659 98.21<br />

Grand total 6,516 100.00 1,74,67,713 100.00<br />

No. of shareholders in:<br />

Physical mode 51 0.78 69,97,470 40.06<br />

Electronic mode<br />

NSDL 3,864 59.30 1,02,91,614 58.92<br />

CDSL 2,601 39.92 1,78,629 1.02<br />

Total 6,516 100.00 1,74,67,713 100.00<br />

Shareholding pattern as on March 31, 2009<br />

Category No. of shares %<br />

Promoters and associates 1,29,54,068 74.16<br />

Institutions 3,24,262 1.86<br />

Domestic companies 4,23,425 2.42<br />

Resident individuals 37,64,572 21.55<br />

Foreign residents and NRIs 1,385 .01<br />

Trust 1<br />

Total 1,74,67,713 100<br />

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

48 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Dematerialisation of shares and liquidity<br />

As on March 31, 2009, 1,04,70,243 shares comprising 59.94% of the paid-up capital of the Company are in dematerialised<br />

mode, as compared to 40,45,962 shares as on March 31, <strong>2008</strong>. C. K. Somany Group i.e. the promoter of the Company, holds<br />

around 74.16% of the paid-up capital of the Company, of which 59,61,426 shares being 34.13% of paid-up capital are held in<br />

dematerialised mode as on March 31, 2009, as compared to 30,47,401 shares being 27.49% of paid-up capital as on March<br />

31, <strong>2008</strong> and the balance in the physical form at the end of the year March 31, 2009.<br />

Demat ISIN Number for NSDL and CDSL<br />

Outstanding GDRSs/ADRs/ Warrants or any convertible<br />

instruments, conversion date and the likely impact on equity.<br />

Plant locations<br />

INE 952A01014<br />

None<br />

The Company has six plants, located at:<br />

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

Rishra-712 248, Dist. Hooghly, West Bengal Phone: (01276) 221400, Fax (01276) 221666<br />

Phone: (033) 2600 0200, Fax (033) 2600 0333<br />

III. 14, RIICO Industrial Area IV. P.O. Virbhadra, Rishikesh - 249201,<br />

Neemrana, Distt. Alwar, Pin - 301705 (Rajasthan)<br />

Dist. Dehradun, Uttarakhand<br />

Tel - 01494 - 246712, 513935 Phone: (0135) 2470700, Fax (0135) 2470777<br />

Fax - 01494 - 246713<br />

V. Thondamanatham Village, VI. Nashik <strong>Glass</strong> Work, F1, MIDC Malegaon,<br />

Vezhudavoor S.O. Pondicherry –605 502 Dist. Sinnar, Nashik - 422113<br />

Phone: (0413) 2677319, Fax (0413) 2677366/2677666 Phone: (025511) 228900, Fax (025511) 228999<br />

Address for correspondence<br />

E-mail ID for investors’ grievance<br />

Company Secretary<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Ltd.<br />

2, Red Cross Place, Kolkata 700 001.<br />

Telephone No. (033) 2254 3100,<br />

Fax No. 033 2254 3130<br />

Email: cosec@hngil.com<br />

cosec@hngil.com<br />

B. Non-mandatory requirements under Clause 49 of the Listing Agreement<br />

The Board<br />

Treasury Management Committee<br />

Remuneration Committee<br />

At present, the Chairman of the Company Mr. C. K. Somany, does not have a<br />

separate office in the Company. The corporate office supports the Chairman in<br />

discharging his responsibilities.<br />

Independent Directors are appointed on the Board based on their requisite<br />

qualifications and experiences which enables them to contribute effectively to the<br />

Company.<br />

The Board of Directors at its meeting held on May 9, 2005, have constituted a<br />

Committee of its member known as the Treasury Management Committee to approve<br />

and authorise transactions involving the day-to-day management of the funds with<br />

more efficiency. The Committee comprises Mr. Sanjay Somany, Mr. Mukul Somany,<br />

Mr. R.K. Daga and Mr. Dipankar Chatterji as its members. During the financial year<br />

<strong>2008</strong>-09, 37 meetings of the Treasury Management Committee were held.<br />

The details of the Committee have already been stated at point no 4 of this report.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 49


Information to shareholders<br />

Code of conduct for prevention<br />

of insider trading.<br />

Code of Conduct for Directors<br />

Half-yearly results including summary of the significant events are currently not being<br />

sent to the shareholders of the Company. However, quarterly results are posted at<br />

the Company’s website, in addition to being published in two newspapers, one in<br />

English and another in vernacular language.<br />

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations,<br />

1992, as amended, the Company has adopted a ‘Code of Conduct for Insider<br />

Trading’ at the meeting of the Board of Directors held on June 10, 2002. The<br />

Company, its Directors and designated employees, have complied with the provisions<br />

of the said Code of Insider Trading.<br />

Pursuant to the requirements of Clause 49 of the Listing Agreement as amended, the<br />

Company has adopted a ‘Code of Conduct for Directors and the Senior Management’<br />

at the meeting of the Board of Directors held on October 31, 2005. The said code<br />

is also placed on the website of the Company viz. www.hngindia.com. The Directors<br />

and designated employees of the Company have complied with the provisions of<br />

the said Code of Conduct.<br />

For and on behalf of the Board<br />

Kolkata<br />

June 20, 2009<br />

C.K. Somany<br />

Chairman<br />

Declaration<br />

All the Board Members and the senior management personnel have affirmed their compliance with the ‘Code of Conduct for<br />

Members of the Board and Senior Management’ for the financial year <strong>2008</strong>-09 in terms of Clause 49(I)(D)(ii) of the Listing Agreement<br />

with the Stock Exchanges.<br />

Mukul Somany<br />

Sanjay Somany<br />

Date: June 20, 2009 Joint Managing Director Managing Director<br />

Certificate<br />

The Members of <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited.<br />

We have examined the compliance of the conditions of<br />

Corporate Governance by <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> &<br />

Industries Ltd. for the financial year ended March 31, 2009 as<br />

stipulated in Clause 49 of the Listing Agreement of the said<br />

Company with stock exchanges in India.<br />

The compliance of conditions of Corporate Governance is the<br />

responsibility of the management. Our examination was carried<br />

out in accordance with the guidance note on certification of<br />

Corporate Governance (as stipulated in Clause 49 of the Listing<br />

Agreement) issued by The Institute of Chartered Accountants of<br />

India, and limited to the procedures and implementation<br />

thereof, adopted by the Company for ensuring the compliance<br />

of the conditions of Corporate Governance. It is neither an audit<br />

nor an expression of the opinion on the financial statements of<br />

the Company.<br />

In our opinion and to the best of information and explanations<br />

given to us and the representations made by the Directors and<br />

the management, we certify that the Company has complied in<br />

all material aspects with the conditions of Corporate Governance<br />

as stipulated in the above-mentioned Listing Agreement.<br />

We further state that such compliance is neither an assurance as<br />

to the future viability of the Company, nor the efficiency or<br />

effectiveness with which the management has conducted the<br />

affairs of the Company.<br />

Kolkata<br />

June 20, 2009<br />

For Lodha and Co.<br />

(Chartered Accountants)<br />

(H.K. Verma)<br />

Partner<br />

50 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Auditors’ <strong>Report</strong><br />

To the Members<br />

We have audited the attached Balance Sheet of HINDUSTHAN<br />

NATIONAL GLASS & INDUSTRIES LIMITED as at March 31, 2009<br />

and also the Profit and Loss Account and the Cash Flow Statement<br />

for the year ended on that date, annexed thereto. These financial<br />

statements are the responsibility of the Company’s management.<br />

Our responsibility is to express an opinion on these financial<br />

statements based on our audit.<br />

We conducted our audit in accordance with auditing standards<br />

generally accepted in India. Those standards require that we plan<br />

and perform the audit to obtain reasonable assurance about<br />

whether the financial statements are free of material misstatement.<br />

An audit includes, examining on a test basis, evidence supporting<br />

the amounts and disclosures in the financial statements. An audit<br />

also includes assessing the accounting principles used and significant<br />

estimates made by the management, as well as evaluating the<br />

overall financial statement presentation. We believe that our audit<br />

provides a reasonable basis for our opinion.<br />

transit has been physically verified by the management<br />

at regular intervals during the year. In our opinion and<br />

according to the information and explanations given to<br />

us, the frequency of verification is reasonable.<br />

b) In our opinion, the procedure for the physical<br />

verification of the inventory followed by the<br />

management is reasonable and adequate in relation to<br />

the size of the Company and the nature of its business.<br />

c) The Company is maintaining proper records of<br />

inventory. As explained to us, discrepancies noticed on<br />

physical verification of inventory were not material.<br />

iii) a) The Company has not granted any loans, secured or<br />

unsecured, to companies covered in the register<br />

maintained under section 301 of the Act. Therefore the<br />

provisions of clause 4(iii) (a) to (d) are not applicable to<br />

the Company.<br />

1. As required by the Companies (Auditor’s <strong>Report</strong>) Order, 2003,<br />

as amended by the Companies (Auditors <strong>Report</strong>) (Amendment)<br />

Order, 2004 issued by the Central Government of India in terms<br />

of Section 227(4A) of the Companies Act, 1956 and on the basis<br />

of such checks as we considered appropriate and according to<br />

the information and explanations given to us, we further report<br />

that:<br />

i) a) The Company has maintained proper records showing<br />

full particulars including quantitative details and<br />

situation of fixed assets.<br />

b) All the assets have not been physically verified by the<br />

management during the year but there is regular<br />

programme of verification, which, in our opinion, is<br />

reasonable having regard to the size of the Company<br />

and the nature of its assets. There were no material<br />

discrepancies with regard to book records in respect of<br />

the assets verified during the year.<br />

iv)<br />

b) The Company had not taken any unsecured loan from<br />

companies covered in the register maintained under<br />

section 301 of the Companies Act, 1956. The total<br />

number of parties is zero and the maximum amount<br />

involved during the year was Rs Nil and at the year-end<br />

there was no outstanding balance of loan. Therefore the<br />

provisions of clause 4(iii) (e) to (g) are not applicable to<br />

the Company.<br />

In our opinion and according to the information and<br />

explanations given to us, having regard to the explanations<br />

that some of the items are of special nature for which<br />

alternative quotations are not available, there are adequate<br />

internal control procedures commensurate with the size of<br />

the Company and nature of its business with regard to the<br />

purchase of inventory, fixed assets and for the sale of goods<br />

and services. During the course of our audit, no major<br />

weakness has been noticed in the internal control system.<br />

c) During the year, the Company has not disposed off a<br />

substantial part of its fixed assets.<br />

ii) a) The inventory except stock lying with third parties and in<br />

v) a) To the best of our knowledge and belief and according<br />

to the information and explanations given to us, we are<br />

of the opinion that the transactions that need to be<br />

entered into the register maintained under section 301<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 51


of the Companies Act, 1956 have been so entered.<br />

b) In our opinion, having regard to the remarks as given in<br />

para (iv) above, the transactions made in pursuance of<br />

contracts or arrangements entered in the register<br />

maintained under Section 301 of the Companies Act,<br />

1956, and aggregating during the year to five lacs or<br />

more in respect of each party have been at prices which<br />

are considered reasonable having regard to prevailing<br />

market price for such goods and materials.<br />

vi) The Company has not accepted any deposits from the public<br />

during the year.<br />

vii) In our opinion, the Company has an adequate internal audit<br />

system commensurate with its size and nature of its<br />

business.<br />

viii) The Central Government has not prescribed for the<br />

maintenance of cost records under Section 209(1)(d) of the<br />

Companies Act, 1956 in respect of any of the Company’s<br />

product.<br />

ix) a) The Company is generally regular in depositing<br />

undisputed statutory dues including Provident Fund,<br />

Investor Education and Protection Fund, Employees’<br />

State Insurance (except in case of Neemrana unit where<br />

Provident Fund, and Employees’ State Insurance were<br />

deposited after receipt of PF code/No.) Wealth Tax,<br />

Service Tax, Income Tax, Sales Tax, Custom duty, Excise<br />

duty, Cess and other material statutory dues with the<br />

appropriate authorities.<br />

b) There are no undisputed statutory dues payable for a<br />

period of more than six months from the date these<br />

dues became payable as at March 31, 2009.<br />

c) According to the information and explanations given to<br />

us, the statutory dues which have not been deposited as<br />

on March 31, 2009 on account of disputes are as under:<br />

Name of the Nature of Dues Amount Period to which Forum where dispute<br />

Statute (Rs in lacs) the amount relates is pending<br />

(Financial year)<br />

The Central Excise Excise Duty 588.50 1995-96, 1996-97, 1997-98, Supreme Court<br />

Act, 1944 2000-01<br />

4.00 2001-02, 2005-06 High Court<br />

602.16 1995-96, 1998-99, 1999-2000, CESTAT<br />

2002-03, 2003-04, 2004-05,<br />

2005-06, 2006-07<br />

127.09 2000-01, 2001-02, 2004-05, Commissioner (Appeals)<br />

2006-07, 2007-08<br />

13.07 1993-96 Assistant Commissioner<br />

The Sales tax Sales Tax 58.59 1996-97, 1997-98, 1998-99, T.T. Tribunal, Dehradun<br />

Act, 1932 1999-00<br />

6.89 2003-04 J.C. (Appeal), Dehradun<br />

Maharshtra Value 114.00 2005-06, 2006-07 Maharshtra Sales Tax Tribunal, Mumbai<br />

Added Tax<br />

Act, 2002<br />

Bombay Sales Tax Sales Tax 51.31 1997-98 Commissioner sales Tax, Pune<br />

Act, 1959<br />

Haryana General Sales Tax 77.52 2002-03 Assessing Authority (Jhajjar)<br />

Sales Tax Act 2.60 2005-06 Dy.Excise & Taxation Commissioner, Haryana<br />

Mines and Minerals 79.85 1993-94 District Collector, Villupuram<br />

Regulation &<br />

Development Act<br />

52 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


x) The Company has no accumulated losses at the end of the<br />

financial year and it has not incurred any cash losses in the<br />

current or in the immediately preceding financial year.<br />

xi) According to the information and explanations given to us,<br />

the Company has not defaulted in repayment of dues to a<br />

financial institution, bank or debenture holders.<br />

xii) According to the information and explanations given to us,<br />

the Company has not granted any loans and advances on<br />

the basis of security by way of pledge of shares, debentures<br />

and other securities.<br />

xiii) The Company is not a chit fund or a nidhi mutual benefit<br />

fund/society. Accordingly, the provisions of clause 4 (xiii) of<br />

the Companies (Auditor’s <strong>Report</strong>) Order, 2003, as amended<br />

by the Companies (Auditors <strong>Report</strong>) (Amendment) Order,<br />

2004 are not applicable to the Company.<br />

xiv) According to the information and explanations given to us,<br />

the Company is not dealing or trading in shares, securities,<br />

debentures and other investments. Accordingly, the<br />

provisions of clause 4 (xiv) of the Companies (Auditor’s<br />

<strong>Report</strong>) Order, 2003, as amended by the Companies<br />

(Auditors <strong>Report</strong>) (Amendment) Order, 2004 are not<br />

applicable to the Company.<br />

xv) In our opinion, the terms and conditions on which the<br />

Company has given guarantee for loans taken by its<br />

subsidiary Company from bank are not prima facie<br />

prejudicial to the interest of the Company.<br />

xvi) According to the information and explanations given to us,<br />

the term loans have been applied for the purpose for which<br />

they were raised.<br />

xvii) According to the information and explanations given to us<br />

and on an overall examination of the Balance Sheet of the<br />

Company, we report that short term fund have not been<br />

used for long-term investment.<br />

xviii) During the year, the Company has not made preferential<br />

allotment of shares to parties and companies covered in the<br />

register maintained under section 301 of the Act.<br />

xix) According to the information and explanation given to us,<br />

the Company has created security in respect of debentures<br />

issued during the year.<br />

2. Attention is invited to Note 28 E of Schedule S regarding<br />

purchase of goods for which central Government approval as<br />

required in terms of provisions of Companies Act, 1956 has not<br />

been obtained by the Company.<br />

3. Further to above, we report that<br />

i) We have obtained all the information and explanations,<br />

which to the best of our knowledge and belief were<br />

necessary for the purpose of our audit.<br />

ii) The Balance Sheet, Profit and Loss Account and Cash Flow<br />

Statement dealt with by this report are in agreement with<br />

the books of account.<br />

iii) In our opinion, proper books of account as required by law<br />

have been kept by the Company so far as appears from our<br />

examination of these books.<br />

iv) In our opinion, the Balance Sheet, Profit and Loss Account<br />

and Cash Flow Statement dealt with by this report comply<br />

with the Accounting Standards referred to in Section 211(3C)<br />

of the Companies Act, 1956 to the extent applicable.<br />

v) On the basis of the written representations from the<br />

Directors and taken on record by the Board of Directors,<br />

none of the Directors is disqualified as on March 31, 2009<br />

from being appointed as a Director under Section 274(1)(g)<br />

of the Companies Act, 1956.<br />

vi) In our opinion and to the best of our information and<br />

according to the explanations given to us, the said accounts<br />

subject to our remarks as given in para 2 above, together<br />

with the overall impact, which is not ascertainable and read<br />

together with other Notes on Accounts of Schedule “S” give<br />

the information required by the Companies Act, 1956 in the<br />

manner so required and also give a true and fair view in<br />

conformity with the accounting principles generally<br />

accepted in India:<br />

a) In the case of Balance Sheet, of the state of affairs of<br />

the Company as at March 31, 2009 and<br />

b) In the case of Profit and Loss Account of the Company,<br />

of the profit for the year ended on that date.<br />

c) In the case of Cash Flow Statement, of the cash flows for<br />

the year ended on that date.<br />

xx)<br />

The Company has not raised any money through a public<br />

issue during the year.<br />

For Lodha & Co.<br />

Chartered Accountants<br />

xxi) Based upon the audit procedures performed and<br />

information and explanations given to us, we report that no<br />

fraud on or by the Company has been noticed or reported<br />

during the course of our audit.<br />

H. K. Verma<br />

Kolkata<br />

Partner<br />

June 20, 2009 Membership No: 55104<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 53


Balance Sheet As at March 31, 2009<br />

(Rs in lacs)<br />

Schedules As at 31.03.2009 As at 31.03.<strong>2008</strong><br />

SOURCES OF FUNDS<br />

Shareholders' Funds<br />

Share Capital A 1746.77 1746.77<br />

Reserves and Surplus B 91771.26 84612.65<br />

93518.03 86359.42<br />

Loan Funds<br />

Secured Loans C 41523.81 28742.96<br />

Unsecured Loans D 9210.65 13127.61<br />

50734.46 41870.57<br />

Deferred Tax Liabilities (Net) 4176.71 1807.52<br />

Total 148429.20 130037.51<br />

APPLICATION OF FUNDS<br />

Fixed Assets<br />

E<br />

Gross Block 137899.43 125746.20<br />

Less: Depreciation 47251.09 41031.42<br />

Net Block 90648.34 84714.78<br />

Capital Work-in-Progress 8203.39 4510.70<br />

Investments F 10458.46 11458.50<br />

Current Assets, Loans and Advances<br />

Inventories G 21578.47 16414.97<br />

Sundry Debtors H 22718.99 16449.63<br />

Cash and Bank Balances I 1139.97 1678.98<br />

Loans and Advances and Other Current Assets J 19353.09 13654.98<br />

64790.52 48198.56<br />

Less:<br />

Current Liabilities and Provisions<br />

Current Liabilities K 19882.16 14857.67<br />

Provisions L 5789.35 3987.36<br />

25671.51 18845.03<br />

Net Current Assets 39119.01 29353.53<br />

Total 148429.20 130037.51<br />

Significant Accounting Policies and Notes on Accounts<br />

S<br />

The Schedules referred to above form an integral part of Balance Sheet<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

54 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Profit and Loss Account For the year ended March 31, 2009<br />

(Rs in lacs)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

INCOME<br />

Sales (Gross) M 143859.63 114833.90<br />

Less : Excise Duty 12756.04 12704.21<br />

131103.59 102129.69<br />

Other Income N 2170.07 1113.96<br />

Increase / (Decrease) in Stock O 1145.74 (424.86)<br />

134419.40 102818.79<br />

EXPENDITURE<br />

Materials P 39309.11 29251.61<br />

Manufacturing and Other Expenses Q 71519.14 52100.07<br />

110828.25 81351.68<br />

Profit before Depreciation, Interest and Tax 23591.15 21467.11<br />

Depreciation 7698.07 7293.97<br />

Transferred From Revaluation Reserve (223.55) (281.21)<br />

7474.52 7012.76<br />

Interest and Finance Expenses R 4344.88 2346.87<br />

11819.40 9359.63<br />

Profit before Tax 11771.75 12107.48<br />

Less : Provision for Income Tax<br />

- Minimum Alternate Tax 1310.00 1367.57<br />

- Less: MAT Credit Entitlement (355.00) 955.00 (1367.57) –<br />

- Fringe Benefit Tax 50.00 36.90<br />

- Deferred Tax – (2663.49)<br />

- Income Tax for Earlier years (7.87) (1299.82)<br />

Profit after Tax 10774.62 16033.89<br />

Add : Balance brought forward from last year 1072.00 705.57<br />

Amount available for Appropriation 11846.62 16739.46<br />

APPROPRIATIONS<br />

General Reserve 7000.00 14850.00<br />

Debenture Redemption Reserve 1250.00 –<br />

Proposed Dividend on Equity Shares 873.39 698.71<br />

Tax (including cess) on Proposed Dividend 148.43 118.75<br />

Balance carried to the Balance Sheet 2574.80 1072.00<br />

11846.62 16739.46<br />

Basic and Diluted Earning Rs per Share 61.68 91.79<br />

(Refer Note No. 10 of Schedule ‘S’)<br />

Significant Accounting Policies and Notes on Accounts S<br />

The Schedules referred to above form an integral part of Profit and Loss Account<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 55


Cash Flow Statement For the year ended March 31, 2009<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

A. CASH FLOW FROM OPERATING ACTIVITIES<br />

Net Profit Before Tax and extraordinary items 11771.75 12107.48<br />

Adjustments to reconcile profit before tax to cash provided by operating activities.<br />

Depreciation 7474.52 7012.76<br />

Bad Debts & Provision for Doubtful debts 205.54 239.25<br />

Provision for loss in value of current investment 0.04 0.17<br />

Interest expenses (Net) 4344.88 2346.87<br />

Dividend income (166.71) (0.27)<br />

Liability no longer required written back (514.97) (95.92)<br />

Interest received (497.22) (120.29)<br />

(Profit) / Loss on sale of Fixed Assets (Net) 133.70 61.45<br />

(Profit) / Loss on sale of current Investments (Net) (119.10) (8.15)<br />

Operating Profit before working capital changes 22632.43 21543.35<br />

Changes in current assets and liabilities<br />

Loans and advances (181.44) (4974.99)<br />

Trade and other receivables (6474.90) (4056.07)<br />

Inventories (5163.50) (441.64)<br />

Trade and other payables 4125.48 4316.59<br />

Net Cash Generated by Operating Activities 14938.07 16387.24<br />

Adjustments for :<br />

Direct Taxes paid (1349.04) (115.16)<br />

Fringe Benefit Tax paid (41.33) (36.75)<br />

Net Cash from Operating Activities 13547.70 16235.33<br />

B. CASH FLOWS FROM INVESTING ACTIVITIES<br />

Purchase of Fixed Assets and changes in capital work in progress (16838.18) (13016.03)<br />

Proceeds on Disposal of Fixed Assets 679.21 161.13<br />

Purchase of Long Term Investments – (4367.93)<br />

Sale of Long Term Investments – 42.93<br />

Purchase of Current Investments – (5794.44)<br />

Sale of Current Investments 1119.10 5802.59<br />

Share Application Money (3500.00) –<br />

Dividend received 166.71 0.27<br />

Interest received 234.21 34.57<br />

Net Cash from Investing Activities (18138.95) (17136.91)<br />

C. CASH FLOW FROM FINANCING ACTIVITIES<br />

Proceeds / (Repayment) from long term borrowings (Net) 17041.95 812.38<br />

Proceeds / (Repayment) from short term borrowings (Net) (8178.06) 3116.52<br />

Interest paid (3994.49) (2331.38)<br />

Dividend Paid during the year including Corporate Dividend Tax (817.16) –<br />

Net Cash from Financing Activities 4052.24 1597.52<br />

Net changes in Cash and Cash equivalents (539.01) 695.94<br />

Opening Cash and Cash equivalents 1678.98 983.04<br />

Cash and Cash equivalents at the end of the year 1139.97 1678.98<br />

(represents cash in hand and bank balances)<br />

Note: 1) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3 (AS-3) -<br />

Cash Flow Statements issued by “The Institute of Chartered Accountants of India”.<br />

2) Previous Year’s figures have been regrouped wherever necessary to conform to the Current Year.<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

56 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – A SHARE CAPITAL<br />

Authorised<br />

51,15,00,000 Equity Shares of Rs 10/- each (Previous Year 51,15,00,000 Shares of Rs 10/-each) 51150.00 51150.00<br />

51150.00 51150.00<br />

Issued, Subscribed and Paid-Up<br />

1,74,67,713 (Previous Year 1,10,43,368) Equity shares of Rs 10/- each fully paid up of which 1746.77 1104.34<br />

58,10,360 Shares of Rs 10/- each were allotted as fully paid up Bonus Shares by<br />

capitalisation of General Reserve and 64,24,345 Equity Shares of Rs 10/- each issued<br />

as fully paid up pursuant to a scheme of amalgamation and arrangement for<br />

consideration other than cash.<br />

Share Suspense Account (pending allotment pursuant to the scheme of arrangement) – 642.43<br />

1746.77 1746.77<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – B RESERVES AND SURPLUS<br />

General Reserve<br />

As per last Balance Sheet 59385.25 16500.01<br />

Add/Less adjustment as referred to in note no 31(a) of Schedule "S" 7000.00 66385.25 42885.24 59385.25<br />

Revaluation Reserve<br />

As per last Balance Sheet 10601.57 3388.73<br />

Add/Less adjustment as referred to in note no 31(b) of Schedule "S" 225.02 10376.55 7212.84 10601.57<br />

Debenture Redemption Reserve<br />

Add/Less adjustment as referred to in note no 31(c) of Schedule "S" 1250.00 –<br />

Share Premium<br />

As per last Balance Sheet 13553.84 1104.30<br />

Add/Less adjustment as referred to in note no 31(d) of Schedule "S" 2369.18 11184.66 12449.54 13553.84<br />

Profit and Loss Account<br />

Surplus as per Profit and Loss Account 2574.80 1072.00<br />

91771.26 84612.65<br />

Notes 31.03.2009 31.03.<strong>2008</strong><br />

Schedule – C SECURED LOANS<br />

I) 12.75 % Redeemable Non Convertible Debentures<br />

Privately placed with Life Insurance Corporation of India Limited 1 and 2 10000.00 –<br />

II) Rupee term Loans<br />

From Financial Institution<br />

- Export Import Bank of India 2 5304.17 6327.78<br />

From Banks<br />

- State Bank of India 2 and 3 5996.00 2432.00<br />

- The Honkong & Shanghai Banking Corporation Limited 4 9437.50 4562.50<br />

III) Foreign Currency Loans<br />

From Banks<br />

- The Honkong & Shanghai Banking Corporation Limited - PCFC – 599.16<br />

- ICICI Bank Limited - External Commercial Borrowing 2 1929.38 2005.50<br />

IV) Working Capital Loans From Banks 5 8233.70 12494.80<br />

V) Loans under Vehicle Finance Scheme<br />

From Banks 6 449.07 293.05<br />

From Others 6 136.43 7.13<br />

VI) Interest accrued and due 37.56 21.04<br />

41523.81 28742.96<br />

Notes:<br />

1) 12.75% Secured Non Convertible Debentures amounting to Rs 100 crores, privately placed (alloted on 22.12.<strong>2008</strong>) are due for<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 57


Schedules forming part of the Accounts<br />

redemption at par in three equal installments at the end of 5th, 6th and 7th year from the date of allotment with put/call option at par<br />

at the end of 3rd year from the date of allotment.<br />

2) The loans/debentures are secured by first charge ranking pari-passu with other first charges created on all immovable properties by way<br />

of equitable mortgage and hypothecation of all moveable properties both present and future of Rishra, Bahadurgarh and Neemrana<br />

Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.<br />

3) These loans are also collaterally secured by second charge on Current Assets of the said plants.<br />

4) The loans are secured by first charge ranking pari-passu with other first charges created and/or to be created on all immovable properties<br />

by way of equitable mortgage and hypothecation of all moveable properties both present and future of Rishikesh, Pondicherry and<br />

Nashik Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.<br />

5) This is secured by hypothecation of inventories (both present and future) and book debts and second charge on all immovables, moveable<br />

properties including land and building in favour of consortium bankers led by State Bank of India.<br />

6) These are secured by hypothecation of the vehicles financed in favour of respective lenders.<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – D UNSECURED LOANS<br />

a) Short Term Loans<br />

From Banks 5000.00 8555.45<br />

Non Convertible Debentures * 2500.00 3000.00<br />

From Others – 27.04<br />

b) Trade Deposits 100.10 100.10<br />

c) Sales Tax Deferment Loan 1610.55 1445.02<br />

9210.65 13127.61<br />

Note: *<br />

* Represents Mibor linked Non-Convertible Debentures privately placed with LIC Mutual Fund (previous year with JM Mutual Fund)<br />

Schedule – E FIXED ASSETS<br />

GROSS BLOCK DEPRECIATION NET BLOCK<br />

Particulars Book Value at Additions Deductions/ Book Value at Upto For the Deductions/ Upto As on As on<br />

01.04.<strong>2008</strong> Adjustments 31.03.2009 01.04.<strong>2008</strong> Year Adjustments 31.03.2009 31.03.2009 31.03.<strong>2008</strong><br />

Land 12222.72 28.03 – 12250.75 – – – – 12250.75 12222.72<br />

Leasehold Land 2009.07 39.29 – 2048.36 5.60 13.03 – 18.63 2029.73 2003.47<br />

Buildings 13372.09 335.36 (49.77) 13757.22 2459.09 426.07 – 2885.16 10872.06 10913.00<br />

Leasehold Building 9.18 – – 9.18 0.18 0.16 – 0.34 8.84 9.00<br />

Plant and Machinery 96038.73 13122.23 2102.97 107057.99 37753.26 7000.44 1359.38 43394.32 63663.67 58285.47<br />

Furniture and Fixtures 349.01 40.32 82.79 306.54 149.38 17.63 3.62 163.39 143.15 199.63<br />

Office and Other<br />

Equipments 375.47 50.66 11.09 415.04 194.07 41.22 11.10 224.19 190.85 181.40<br />

Vehicles 1287.34 572.98 145.70 1714.62 436.03 166.73 104.30 498.46 1216.16 851.31<br />

Computer Software 82.59 257.14 – 339.73 33.81 32.79 – 66.60 273.13 48.78<br />

Total 125746.20 14446.01 2292.78 137899.43 41031.42 7698.07 1478.40 47251.09 90648.34 84714.78<br />

Previous Year 106960.85 20659.67 1874.32 125746.20 35328.45 7293.96 1590.99 41031.42 84714.78<br />

58 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – F<br />

INVESTMENTS<br />

(Rs in lacs)<br />

Face Value (Rs.) Nos. 31.03.2009 31.03.<strong>2008</strong><br />

A) Long Term<br />

Trade<br />

Fully Paid-up Equity Shares<br />

Unquoted<br />

Capexil Agencies Ltd. 1000 5 0.05 0.05<br />

Ceramic Decorators Ltd. 10 7 – -<br />

Associate<br />

HNG Float <strong>Glass</strong> Ltd. 10 42010000 4201.00 4201.00<br />

Other Than Trade<br />

Unquoted<br />

Units of CAN FMP 13M-SRI (Close ended) – 1000.00<br />

Fully Paid-up Equity Shares<br />

The Calcutta Stock Exchange Association Ltd. 1 8364 167.28 167.28<br />

Beneficial Interest in Shares held in HNG Trust 7.55 7.55<br />

Beneficial Interest in Shares held in Ace Trust 6009.35 6009.35<br />

In Subsidiary Companies<br />

<strong>Glass</strong> Equipment (I) Ltd. 100 26400 55.82 55.82<br />

Quality Minerals Ltd. 100 9384 9.38 9.38<br />

Government Securities<br />

Unquoted<br />

Deposited with Government Authorities *<br />

a) 12 Years <strong>National</strong> Savings Certificate 0.01 0.01<br />

b) 7 Years <strong>National</strong> Savings Certificate 0.01 0.01<br />

c) 6 Years <strong>National</strong> Savings Certificate 6.49 6.49<br />

B) Current<br />

Other Than Trade<br />

Quoted<br />

Kajaria Ceramics Ltd. 2 5470 1.52 1.56<br />

Total 10458.46 11458.50<br />

* Rs 0.42 lacs since matured but not encashed<br />

Aggregate book value of Unquoted Investments 10456.94 11456.94<br />

Aggregate book value of Quoted Investments 1.52 1.56<br />

Aggregate market value of Quoted Investments 1.52 1.56<br />

Schedule – G INVENTORIES<br />

(As valued and certified by the Management)<br />

Raw Materials 4388.25 2615.54<br />

Stores and Spare parts (Including in transit Rs 238.94 lacs, Previous year Rs 560.02 lacs.) 9257.55 7229.13<br />

Packing Materials 640.44 423.81<br />

Stock-in-Process 302.15 409.76<br />

Finished Goods 6990.08 5736.73<br />

21578.47 16414.97<br />

Schedule – H SUNDRY DEBTORS<br />

(Unsecured, considered good unless otherwise stated)<br />

Debts due for a period exceeding six months<br />

Considered good 2733.33 939.30<br />

Considered doubtful 863.04 991.53<br />

3596.37 1930.83<br />

Less: Provision for doubtful debts 863.04 991.53<br />

2733.33 939.30<br />

Other Debts 19985.66 15510.33<br />

22718.99 16449.63<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 59


Schedules forming part of the Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – I CASH AND BANK BALANCES<br />

Cash Balance on hand 29.51 29.19<br />

Cheques in hand 253.89 1078.26<br />

Balances With Scheduled Banks<br />

in Current Accounts 834.96 513.85<br />

in Margin Money Accounts* – 40.03<br />

in Fixed Deposit Accounts* 21.61 17.65<br />

*(Receipts pledged with the banks and Government authorities for Rs 21.61 lacs, Previous year Rs 57.18 lacs)<br />

1139.97 1678.98<br />

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS<br />

(Unsecured and Considered good)<br />

Loans<br />

To Bodies Corporate 3049.50 4724.00<br />

Advances recoverable in cash or in kind or for value to be received 2366.80 2059.23<br />

(Net of doubtful advances Rs 238.02 Lacs Previous year Rs 240.65 Lacs)<br />

Share Application Money 3500.00 –<br />

VAT Credit (Inputs) Account 593.85 613.24<br />

Advance Income Tax 4390.01 2866.40<br />

Tax Deducted at Source 364.10 175.80<br />

Advance Fringe Benefit Tax 79.41 37.66<br />

MAT Credit Entitlement 1722.57 1367.57<br />

Deposits and balances with Government Authorities and Other Departments 2894.55 1581.33<br />

Other Deposits 15.08 132.37<br />

18975.87 13557.60<br />

Other Current Assets<br />

Interest accrued on Investments 2.35 1.79<br />

Interest Receivable 352.70 85.35<br />

Fixed Assets held for disposal (at lower of net book value or estimated net realisable value) 22.17 10.24<br />

19353.09 13654.98<br />

Schedule – K CURRENT LIABILITIES<br />

Sundry Creditors<br />

Dues to Micro, Small and Medium Enterprises 68.34 55.68<br />

Others 15546.68 13174.26<br />

Subsidiary Companies 842.63 715.29<br />

Interest accrued but not due on Loans 454.64 104.25<br />

Commission to Directors 139.09 118.40<br />

Other Liabilities 2830.46 689.77<br />

Unclaimed dividend * 0.32 0.02<br />

* This is not due for payment to Investor Education & Protection Fund.<br />

19882.16 14857.67<br />

Schedule – L PROVISIONS<br />

For Taxation 3421.27 2111.27<br />

For Gratuity and Unavailed Leave 1257.76 1020.55<br />

For Fringe Benefit Tax 88.50 38.08<br />

For Proposed Dividend 873.39 698.71<br />

For Tax on Proposed Dividend 148.43 118.75<br />

5789.35 3987.36<br />

60 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – M SALES<br />

Finished Goods 143727.31 113962.18<br />

General Merchandise Sale 76.95 163.03<br />

Others 55.37 708.69<br />

143859.63 114833.90<br />

Less: Excise Duty 12756.04 12704.21<br />

131103.59 102129.69<br />

Schedule – N OTHER INCOME<br />

Dividends On Long Term Investments - other than trade 166.71 0.26<br />

Dividends On Current Investments - other than trade – 0.01<br />

Interest on<br />

- Loan 428.47 41.95<br />

- Deposits 48.60 18.88<br />

- Investments 0.62 0.07<br />

- Others 2.21 0.21<br />

- Tax Refunds 17.32 –<br />

Rent 39.93 34.38<br />

Hire charges 17.20 40.54<br />

Insurance Claims 9.62 1.98<br />

Miscellaneous Receipts 789.64 475.15<br />

Liabilities/ provisions no longer required written back 514.97 95.92<br />

Profit on Assets Sold/Discarded 15.68 15.10<br />

Profit on sale of Current Investments - other than trade 119.10 8.15<br />

Income from Derivatives – 71.29<br />

Foreign Exchange Fluctuation (Net) – 310.07<br />

2170.07 1113.96<br />

Schedule – O INCREASE / (DECREASE) IN STOCK<br />

Closing Stock<br />

Finished Goods 6990.08 5736.73<br />

Work-in-Process 302.15 409.76<br />

7292.23 6146.49<br />

Less :<br />

Opening Stock<br />

Finished Goods 5736.73 4596.97<br />

Add: Vested pursuant to Scheme of Amalgamation 1648.06 6245.03<br />

Work-in-Process 409.76 272.60<br />

Add: Vested pursuant to Scheme of Amalgamation 53.72 326.32<br />

6146.49 6571.35<br />

Increase / (Decrease) 1145.74 (424.86)<br />

Schedule – P MATERIALS<br />

Raw Materials Consumed 39252.14 29059.45<br />

Purchase of Trading Material 56.97 192.16<br />

39309.11 29251.61<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 61


Schedules forming part of the Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – Q MANUFACTURING AND OTHER EXPENSES<br />

Stores and Spare Parts Consumed 7802.50 5767.83<br />

Power and Fuel 36840.99 27187.58<br />

Packing Material Consumed and Packing Charges 9123.08 7605.62<br />

Salaries, Wages and Bonus 5478.70 4270.50<br />

Contribution to Provident and other Funds 740.82 722.79<br />

Workmen and Staff Welfare Expenses 370.79 420.24<br />

Rent 93.43 95.43<br />

Rates and Taxes 43.21 57.83<br />

Repair and Maintenance :<br />

Buildings 186.95 132.87<br />

Plant and Machinery 927.70 1104.51<br />

Others 238.18 209.78<br />

Freight outwards, transport and other selling expenses 1232.83 1003.38<br />

(Net of Realisation Rs 1214.21 lacs, Previous Year Rs 983.56 lacs)<br />

Commission on Sales 140.78 116.10<br />

Insurance 151.95 147.45<br />

Charity and Donation 40.93 31.00<br />

Bad Debts/Advances written off 265.23 185.81<br />

Less: Provision for Doubtful Debts / advances written back 265.16 0.07 195.92 (10.11)<br />

Provision for Doubtful Debtors/Advances 205.47 249.36<br />

Excise Duty on Stock (179.91) (28.13)<br />

Directors' Remuneration 298.85 244.99<br />

Provision For Loss on Derivative Transaction 1833.05 313.94<br />

Loss on sale/discard of fixed assets 149.38 76.55<br />

Provision for Diminution in value of Current Investments 0.04 0.17<br />

Foreign Exchange Fluctuation (net) 2326.33 –<br />

Miscellaneous Expenses 3473.02 2380.39<br />

71519.14 52100.07<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – R INTEREST AND FINANCE EXPENSES<br />

On Debentures 429.13 569.50<br />

On Term Loans 2570.41 1510.40<br />

Bank and Others 949.60 135.19<br />

Finance Expenses 395.74 131.78<br />

4344.88 2346.87<br />

62 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS<br />

1. Significant Accounting Policies<br />

a. Accounting Convention<br />

The accounts, except in respect of certain Fixed Assets, which are stated at fair value or revalued amounts, have been prepared on the<br />

basis of the historical cost and on the accounting principles of a going concern. The accounts have been prepared in accordance with<br />

the provisions of the Companies Act, 1956 and Accounting Standards as notified vide Companies (Accounting Standards) Rules, 2006.<br />

b. Use of Estimates<br />

The preparation of financial statements require management to make estimates and assumption that affect the reported amount<br />

of assets and liabilities and disclosures relating to contingent liabilities and assets as at the Balance Sheet date and the reported<br />

amounts of income and expenses during the year. Difference between the actual results and the estimates are recognised in the year<br />

in which the results are known /materialised.<br />

c. Fixed Assets<br />

Fixed Assets are stated at cost of acquisition or cost of construction or at revalued amounts wherever such assets have been revalued<br />

or at fair value as the case may be.<br />

d. Depreciation and Amortisation<br />

Tangible Assets<br />

i. Depreciation except otherwise stated has been provided at the rates specified under Schedule XIV to the Companies Act, 1956<br />

on assets installed/acquired up to March 31, 1990 on written down value method and in respect of additions thereafter on<br />

straight line method.<br />

ii.<br />

Certain Plant and Machinery have been considered as continuous process plant as defined under Schedule XIV to the Companies<br />

Act, 1956 on the basis of technical evaluation.<br />

iii. Depreciation on increase in value of Fixed Assets due to revaluation is provided on the basis of remaining useful life as estimated<br />

by the valuer on the straight line method and is transferred from Revaluation Reserve to Profit and Loss Account.<br />

iv. Depreciation on incremental cost arising on account of exchange difference is amortised over the remaining life of the assets.<br />

v. Second hand machines are depreciated based on their useful lives as estimated by independent technical experts.<br />

Intangible Assets<br />

vi. Computer Softwares are amortised on straight line method @33.33% over a period of three years.<br />

e. Impairment<br />

Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,<br />

recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets<br />

belonging to Cash Generating Unit (CGU) exceeds recoverable amount. The recoverable amount is the greater of assets net selling<br />

price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are discounted to their<br />

present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable amount and such loss<br />

either no longer exists or has decreased. Impairment loss/reversal thereof is adjusted to the carrying value of the respective assets,<br />

which in case of CGU, are allocated to its assets on a prorata basis.<br />

f. Investments<br />

Long Term Investments are stated at cost, less provision for diminution in value other than temporary, if any. Current Investments<br />

are valued at cost or fair value whichever is lower.<br />

g. Inventories<br />

Inventories are valued at the lower of cost or estimated net realisable value. In respect of Raw Materials, Stores, Spare Parts, Fuel,<br />

Building and Packing Materials the cost includes the taxes and duties other than those recoverable from taxing authorities and other<br />

expenses incurred for procuring the same. In respect of Finished Goods and Work-in-Process the cost includes manufacturing<br />

expenses and appropriate portion of overheads. The cost of inventories is determined on the weighted average basis.<br />

Own manufactured moulds used for the manufacture of glass items are recorded at weighted average cost, which includes prime<br />

cost, factory and general overheads and the same are classified as stores and spare parts under inventories.<br />

h. Foreign Exchange Transactions and Derivatives<br />

Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign currency<br />

monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon and also on the<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 63


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

exchange differences on settlement of the foreign currency transaction during the year are recognised as income or expenses in the<br />

Profit and Loss Account.<br />

Exchange differences arising with respect to forward contracts other than those entered into, to hedge foreign currency risk on<br />

unexecuted firm commitments or of highly probable forecast transactions are recognised in the period in which they arise and the<br />

difference between the forwards rate and exchange rate at the date of transaction is recognised as income/expense over the life of<br />

the contract.<br />

Keeping in view the announcement of “The Institute of Chartered Accountants of India” dated March 29, <strong>2008</strong> regarding accounting<br />

for derivatives, mark to market losses on all other derivatives contracts (other than forward contracts dealt as above) outstanding<br />

as at the year end, are recognised in the accounts.<br />

i. Revenue Recognition<br />

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

ii)<br />

Income from Export Incentives, Insurance and other claims etc. is recognised on the basis of certainties as to its utilisation and<br />

related realisation.<br />

iii) Sales are inclusive of Packing Charges and Excise Duty but exclusive of Value Added Tax, Rebates, Discounts, and Claims etc.<br />

j. CENVAT / Value Added Tax (VAT) Credit<br />

Cenvat / VAT credit whenever availed on Fixed Assets is set off with the cost of the assets. Other Cenvat / VAT credit wherever availed<br />

is adjusted with the cost of purchases of Raw Material or Stores as the case may be.<br />

k. Employee Benefits<br />

Employee Benefits are accrued in the year services are rendered by the employees. The Company has Defined Contribution Plan for its<br />

employees comprising of Provident Fund and Pension Fund. The Company makes regular contribution to Provident Fund which are<br />

fully funded and administered by the Trustees / Government. The Company contributes to the Employees’ Pension Scheme, 1995<br />

for certain categories of employees. Contributions are recognised in the Profit and Loss account on accrual basis.<br />

Long-term employee benefits under defined benefit scheme such as gratuity, leave encashment etc. are determined at the close of<br />

each year at the present value of the amount payable using actuarial valuation techniques.<br />

Actuarial gains and losses are recognised in the year when they arise.<br />

l. Research and Development<br />

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

m. Subsidies and Grants<br />

Cash Subsidy related to Fixed Assets to the extent received is adjusted to the cost of respective fixed assets. Subsidy related to the<br />

total investment in the project is treated as Capital Reserve. Other Government grants including incentives etc. are credited to Profit<br />

and Loss Account or deducted from the related expenses.<br />

n. Borrowing Cost<br />

Borrowing costs that are attributable to the acquisition/construction of Fixed Assets are capitalised as part of the cost of respective<br />

assets. Other borrowing costs are recognised as an expense in the year in which they are incurred.<br />

o. Income Tax<br />

Provision for Tax is made for current tax, deferred tax and fringe benefit taxes. Current tax is provided on the taxable income using<br />

the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing difference, which are capable<br />

of reversal in subsequent periods are recognised using tax rates and tax laws, which have been enacted or substantively enacted.<br />

Deferred tax assets are recognised only to the extent that there is a reasonable certainty that sufficient future taxable income will be<br />

available against which such deferred tax assets will be realised. In case of carry forward of unabsorbed depreciation and tax losses,<br />

deferred tax assets are recognised only if there is “virtual certainty” that such deferred tax assets can be realised against future<br />

taxable profits.<br />

p. Lease<br />

Where the Company is the lessee, finance leases, which effectively transfer to the Company substantially all the risks and benefits<br />

incidental to ownership of the leased item, are capitalised at the lower of the fair value and present value of the minimum lease<br />

payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance<br />

64 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income.<br />

Lease management fees, legal charges and other initial direct costs are capitalised.<br />

Leases rentals in respect of assets taken under finance lease up to March 31, 2001 are amortised over the total term of the lease<br />

(including extended secondary lease term).<br />

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as<br />

operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line basis over<br />

the lease term.<br />

q. Provision, Contingent Liabilities and Contingent Assets<br />

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result<br />

of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor disclosed<br />

in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.<br />

NOTES ON ACCOUNTS<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

2) Contingent liabilities not provided for<br />

a) Outstanding Bank Guarantees / Letter of Credit 6410.93 1384.86<br />

b) Income Tax matter in respect of erstwhile AGCL under dispute Nil 3.41<br />

c) Sales Tax matter under appeals 216.88 214.25<br />

d) Excise Duty and Octroi demand issued against which the Company has preferred appeals<br />

and which in the opinion of the management are not tenable. 1639.10 1703.25<br />

e) Cases pending with labour courts (to the extent ascertainable) 544.44 549.59<br />

f) Claim for increased price of land acquired at Bahadurgarh by the then Punjab Government<br />

and given to the Company against which the claimants have preferred an appeal in the<br />

Supreme Court against the order of the High Court. 0.30 0.30<br />

g) Amount of duty against Export Obligation in respect of exemption availed against<br />

Advance License Scheme. 19.19 4.32<br />

h) Other Claims against the Company not acknowledged as debt. 105.91 26.10<br />

i) Counter Guarantee furnished to Government and other authorities on behalf of <strong>Glass</strong><br />

Equipment (India) Ltd. (Subsidiary Company) – 381.00<br />

Notes :<br />

On the basis of current status of individual cases and as per the legal advice obtained,<br />

wherever applicable the management is of the view that no provision is required in respect<br />

of these cases. Further Cash outflow in respect of item no. b) to h) as mentioned above<br />

is dependent upon outcome of final judgment/decision.<br />

3) In respect of Neemrana Plant a notice has been received from Civil Court filed by the Nil Nil<br />

creditors of Haryana Sheet <strong>Glass</strong> Limited demanding their outstanding payments and<br />

stating that plant can not be transferred unless their dues are paid. However, the<br />

matter is under dispute/litigation.<br />

4) Capital commitments (Net of advance of Rs 1319.85 lacs previous year Rs 356.46 lacs) 10431.39 1212.88<br />

5) Capital work in progress includes pre-operative expenses pending allocation.<br />

a) Salary and Wages Nil 23.99<br />

b) Power and Fuel 11.24 23.02<br />

c) Miscellaneous expenses 150.80 31.21<br />

d) Interest on Term Loan 180.16 239.25<br />

Add: Brought Forward from previous year 413.97 163.97<br />

Less: Capitalised 756.17 67.47<br />

Total Carried Forward Nil 413.97<br />

Capital work in progress includes Rs 714.75 Lacs on account of advances and<br />

Rs 5804.27 lacs on account of equipments/materials procured.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 65


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

6) Fixed Assets at Nashik Plant are estimated to have lower residual lives than that envisaged as per the rates provided in Schedule XIV of<br />

the Companies Act, 1956. Depreciation has been provided based on the estimated shorter residual lives as follows:<br />

Particulars of Fixed Assets Rates as Rates of<br />

prescribed by Depreciation on<br />

Schedule XIV to assets applied<br />

the Companies<br />

Act, 1956<br />

Buildings (other than factory buildings) 1.63 2.04<br />

Factory Buildings 3.34 5.21<br />

Plant and Machinery<br />

Used for single shift operations 4.75 11.44<br />

Continuous Process Plant 5.28 11.44<br />

Used for Triple Shift operations 10.34 11.44<br />

Furniture & Fixtures 6.33 17.37<br />

Computers 16.21 17.95<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

7) i) Land and Buildings of Rishra and Bahadurgarh units were revalued by an approved 10891.99 10891.99<br />

valuer on April 1, 1992 and on March 31, 2006 on current replacement cost basis.<br />

Accordingly, net amount transferred to Revaluation Reserve Account.<br />

ii) Plant and Machinery of Rishra and Bahadurgarh units were revalued by an approved 4831.31 4831.31<br />

valuer, on April 1, 1995 on current replacement cost basis. Accordingly, net amount<br />

transferred to Revaluation Reserve Account.<br />

iii) Depreciation transferred from Revaluation Reserve Account to Profit and Loss Account. 223.55 281.21<br />

8) Miscellaneous Expenses include<br />

<strong>2008</strong>-09 2007-08<br />

a) Payment to Statutory Auditors:*<br />

i) Audit Fees 5.00 9.00<br />

ii) Tax Audit Fees 1.50 1.50<br />

iii) Management Services and Certification work 5.04 2.00<br />

iv) Reimbursement of Expenses 0.40 2.48<br />

b) Payment to Branch Auditors*<br />

i) Audit Fees 4.00 Nil<br />

ii) Management Services and Certification work 2.31 Nil<br />

iii) Reimbursement of Expenses 2.99 Nil<br />

* excluding Service Tax<br />

c) Directors Travelling Expenses 30.15 33.47<br />

<strong>2008</strong>-09 2007-08<br />

9) Sundry Creditor include acceptances 4388.48 392.14<br />

66 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

10) Earning per share<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

Profit after Tax (Rs in lacs) 10774.62 16033.89<br />

Number of shares outstanding 17467713 17467713<br />

Earning per share (Basic) (Rs.) 61.68 91.79<br />

11) Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956 and Commission payable to Directors<br />

<strong>2008</strong>-09 2007-08<br />

Profit before tax as per Profit and Loss Account 11771.75 12107.48<br />

Add: Directors' Remuneration 159.77 126.59<br />

Executive Directors’ Commission 131.08 110.40<br />

Non Executive Directors' Commission 8.00 8.00<br />

Total 12070.60 12352.47<br />

Profit under Section 198 of the Companies Act, 1956. 12070.60 12352.47<br />

Commission Payable<br />

a) To the Managing Director @ 1.00% of Net Profit restricted to Annual Salary 63.48 55.20<br />

b) To the Joint Managing Director @ 1.00% of Net Profit restricted to Annual Salary 63.48 55.20<br />

c) To the Executive Director @ 0.50% of Net Profit restricted to Annual Salary 4.13 Nil<br />

d) To the Non Executive Directors @1.00% of Net Profit restricted to Rs 1.00 lac per Director 8.00 8.00<br />

(Previous Year Rs 1.00 lac per Director)<br />

12) Directors' Remuneration include:<br />

<strong>2008</strong>-09 2007-08<br />

i) Salaries 139.23 110.40<br />

ii) Contribution to Provident and Other Funds 16.23 13.25<br />

iii) Other Perquisites 4.31 2.94<br />

iv) Commission 139.09 118.40<br />

13) Financial and Derivative Instruments:<br />

a) The Company had entered into certain derivative transactions, the cash flows arising therefrom being recognised in the books of<br />

account as and when the settlements took place in accordance with the terms of the respective contracts over the tenure thereof.<br />

However, in pursuance of announcement dated March 29, <strong>2008</strong> of “The Institute of Chartered Accountants of India” on “Accounting<br />

for derivatives” and as a matter of prudence:<br />

i) mark to market loss on account of derivative transaction as on March 31, 2009 estimated to be Rs 510.46 lacs out of which<br />

Rs 313.94 lacs has been provided in previous year and balance has been accounted during current year.<br />

ii)<br />

in respect of another derivative contract in respect of which the claim raised was at Rs 404.18 lacs as on March 31, <strong>2008</strong> has<br />

ceased to exist on November 19, <strong>2008</strong> and Knock Out intimation has since been received during the year. The Claim raised on<br />

the Company interalia including on account of daily range accrual as on March 31, 2009 estimated to be Rs 1636.53 lacs<br />

including interest has been provided for during the year.<br />

The matters are subjudice and the Company has been legally advised that these contracts are void ab- initio.<br />

<strong>2008</strong>-09 2007-08<br />

b) Outstanding derivative instruments 510.46 3993.25<br />

c) Foreign currency exposure outstanding as on March 31, 2009 whish has not been<br />

hedged by the derivative instruments:<br />

Loans – 9297.11<br />

Creditors 3203.02 1779.73<br />

Debtors 208.72 1069.01<br />

d) The amount of Exchange Gain/(Loss) of Foreign Currency Transaction adjusted to 362.40 310.07<br />

respictive heads of accounts of the Profit and Loss Account<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 67


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

14) a) Electricity duty waiver benefit under State Incentive Schemes and subsidy received 108.76 81.78<br />

under State Incentive has been credited to Power and Fuel Account.<br />

b) Interest subsidy towards Interest on Term Loan receivable under State Investment 75.21 –<br />

Promotion Policy has been adjusted with Interest on Term Loan paid.<br />

c) Amount included in VAT Credit Inputs Account shown under Loans and Advances can be 515.23 411.40<br />

utilised only after repayment of corresponding amount of Sales Tax Deferred Loan. The<br />

balance amount of Rs 78.62 lacs (Previous year Rs 201.84 lacs) is available for utilisation.<br />

15) Prior Period item aggregating Rs 448.03 lacs (previous year Rs Nil) has been booked under the head Miscellaneous expenditure in the<br />

Profit and Loss Account. Pursuant to the Scheme of Amalgamation and Re-organization of Capital (the Scheme) under Section 391 to<br />

394 of the Companies Act, 1956, with effect from April 1, 2006, (the appointed date), Ace <strong>Glass</strong> Containers Limited (AGCL) had merged<br />

with the Company in the previous year. In terms of the Scheme, all fixed assets were recorded at the fair values as of the appointed date.<br />

While recording such assets in the books in the previous financial year, the value of certain assets were overstated / understated. These<br />

assets have now been restated in current year at their appropriate value by decreasing an amount of Rs 527.77 lacs in the value of fixed<br />

assets and prior period income adjustment by Rs 79.74 lacs in respect of discarded assets.<br />

16) The following expenses, incurred on manufactured Moulds have been capitalised and netted from the respective heads of accounts in<br />

the Profit and Loss Account.<br />

<strong>2008</strong>-09 2007-08<br />

Stores and Spares parts consumed 429.76 399.16<br />

Power and Fuel 29.27 26.44<br />

Salaries, Wages and Bonus 95.93 81.15<br />

Contribution to Provident and other funds 5.55 5.78<br />

Workman and Staff Welfare Expenses 3.69 3.42<br />

Repair and Maintenance – Machinery 2.40 1.17<br />

Repair and Maintenance – Others 115.64 95.68<br />

Miscellaneous Expenses 11.47 10.70<br />

Total 693.71 623.50<br />

17) a) The breakup of Deferred Tax Assets and Deferred Tax Liabilities is as given below:<br />

Opening as on (Charge)/ Credit Closing as at<br />

01.04.<strong>2008</strong> during the year 31.03.2009<br />

Deferred Tax Assets<br />

Brought Forward Losses and unabsorbed depreciation 1956.04 (1956.04) –<br />

Expenses Allowable on Payment Basis 396.12 274.60 670.72<br />

Provision for Loss on Derivative transactions 106.71 623.06 729.77<br />

Provision for doubtful debts 347.69 (54.45) 293.24<br />

Total Deferred Tax Assets 2806.56 (1112.83) 1693.73<br />

Deferred Tax Liabilities<br />

Depreciation 4614.08 1256.35 5870.44<br />

Total Deferred Tax Liabilities 4614.08 1256.35 5870.44<br />

Net Deferred Tax Liabilities (1807.52) (2369.18) (4176.71)<br />

b) In terms of Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 as sanctioned by the Hon’ble High Court<br />

of Calcutta vide its Order dated April 7, <strong>2008</strong> and by Hon’ble High Court at Delhi vide its Order dated March 19, <strong>2008</strong>, deferred tax<br />

liability of Rs 2369.18 lacs for the year has been adjusted to Share Premium Account.<br />

c) The Company has provided for Minimum Alternate Tax (MAT). The Company is entitled to MAT Credit and accordingly, based on<br />

evidences MAT Credit of Rs 355.00 lacs (previous year Rs 1367.57 lacs) has been recognised in these accounts.<br />

d) Provision for Income Tax has been made after considering the set off of unabsorbed depreciation and brought forward business loss<br />

of erstwhile Ace <strong>Glass</strong> Containers Limited merged with the Company with effect from April 1, 2006.<br />

68 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

18) Disclosure pursuant to Clause 32 of Listing Agreement<br />

Outstanding as<br />

on 31.03.2009<br />

(Rs in lacs)<br />

Maximum<br />

balance<br />

Outstanding<br />

during the year<br />

1) No interest or interest below the rates specified in Section 372A of Companies Act, 1956* 19.76 40.09<br />

2) Repayment beyond seven years or no repayment schedule NIL NIL<br />

3) Repayment on Demand 19.76 40.09<br />

4) Loan to Associates NIL NIL<br />

5) Investment by Associates NIL NIL<br />

* Notes:<br />

1. Advance to employees pursuant to general business practice and employees welfare.<br />

2. Interest free advances in the nature of loans and advances given to employees as per general rules of the Company have not been<br />

considered.<br />

19) The Company has incurred Rs 38.26 Lacs (Previous year Rs 7.91 lacs) on account of Research and Development expenses, which has been<br />

charged to Profit and Loss Account.<br />

20) As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are<br />

given below:<br />

Defined Contribution Scheme<br />

Contribution to Defined Contribution Plan, recognised for the year are as under:<br />

Employer’s Contribution to Provident Fund 205.68<br />

Employer’s Contribution to Pension Fund 235.76<br />

Employer’s Contribution to Superannuation Fund 16.29<br />

The guidance note on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard<br />

Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employers<br />

needs to be treated as “Defined Benefit Plan”. According to the management, in consultation to the actuary, it is not practical or feasible<br />

to actuarially value the Provident liability in the absence of any guidance from Actuarial Society of India and also due to the fact that<br />

the rate of interest as notified by the Government can vary annually. Accordingly, the Company is currently not in a position to provide<br />

other related disclosures as required by the aforesaid AS – 15 read with ASB guidance. However, with regard to the position of the fund<br />

and confirmation to the Trustees of such fund, there is no shortfall as at year-end.<br />

Defined Benefit Plan<br />

The employees’ gratuity fund scheme managed by Birla Sun Life Insurance is a defined benefit plan. The present value of obligation is<br />

determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise<br />

to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for<br />

leave encashment is recognised in the same manner as gratuity.<br />

I. Change in the present value of the Defined Benefit obligation representing reconciliation of opening and closing balances thereof<br />

are as follows:<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Liability at beginning of the year 619.29 726.88 198.01<br />

Current Service Cost 53.44 66.83 26.02<br />

Interest Cost 44.23 57.78 16.74<br />

Actuarial (Gain) / Loss 68.53 (98.01) 29.93<br />

Benefits paid 59.21 (35.86) (0.23)<br />

Liability at the end of the year 726.27 717.61 246.17<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 69


Schedules forming part of the Accounts<br />

Schedule – S<br />

II.<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows:<br />

(Rs in lacs)<br />

Gratuity<br />

(Funded)<br />

Fair value of plan assets at the beginning of the year 597.37<br />

Expected return on plan assets 47.79<br />

Actuarial Gain / (Loss) (34.53)<br />

Employer contribution 40.82<br />

Benefits paid 59.21<br />

Fair value of plan assets at the end of the year 592.24<br />

III. Expense recognised in the Income statement (Under the head “Contribution to provident and other funds” – Refer Schedule Q)<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Current Service Cost 53.44 66.83 26.02<br />

Interest Cost 44.23 57.78 16.74<br />

Expected Return on plan assets 47.79 Nil Nil<br />

Net Actuarial (Gain) / Loss to be recognised 103.05 (98.01) 29.93<br />

Expenses recognised in Profit and Loss account 152.93 26.59 72.68<br />

IV. Balance Sheet Reconciliation<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Opening Net Liability 21.92 726.88 198.01<br />

Expenses as above 152.93 26.59 72.68<br />

Employers Contribution 40.82 35.86 24.51<br />

Amount Recognised in Balance Sheet 726.27 717.61 246.17<br />

V. Compensated Absences<br />

The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the Company as<br />

at March 31, 2009 is Rs 246.17 lacs.<br />

VI. Principal Actuarial assumptions at the Balance Sheet Date<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Mortality Table LICI 1994-1996 LICI 1994-1996 LICI 1994-1996<br />

Discount rate (per annum) 7.50 % 8.00 % 8.50 % / 7.50 %<br />

Expected rate of return on plan assets (per annum) 8.00 % 8.00 % 8.00 %<br />

Rate of escalation in salary (per annum) 5.00% 5.00 % 5.00 %<br />

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and<br />

other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.<br />

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets<br />

held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.<br />

The contributions expected to be made by the Company for the year 2009-10 is yet to be determined.<br />

70 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

21) The Company’s exclusive business is manufacturing and selling of Container <strong>Glass</strong> and as such in the opinion of the management this<br />

is the only reportable segment, as per the Accounting Standard 17 on Segment <strong>Report</strong>ing, issued under Companies (Accounting<br />

Standards) Rules, 2006.<br />

Geographical Segment<br />

The following table shows the distribution of the Company’s Sales by Geographical market.<br />

Sales Revenue by Geographical Market<br />

(Rs in lacs)<br />

Particulars <strong>2008</strong>-09 2007-08<br />

Domestic Market 130992.67 109628.28<br />

Overseas Market 12734.64 4333.90<br />

Total 143727.31 113962.18<br />

The following table shows the distribution of the Company’s Debtors by Geographical market.<br />

Sundry Debtors by Geographical Market<br />

Particulars <strong>2008</strong>-09 2007-08<br />

Domestic Market 21797.47 15876.30<br />

Overseas Market 921.52 573.33<br />

Total 22718.99 16449.63<br />

22) The accounts of some of the customers are pending reconciliation / confirmation and Sales Tax deferment loan of Rs 1610.55 lacs is<br />

subject to confirmation and the same have been taken as per the balances appearing in the books.<br />

A provision of Rs 863.04 lacs (Previous year Rs 991.53 lacs) is carried in the books against doubtful debts and the management is of<br />

the opinion that the same is adequate and no further provision is required there against.<br />

23) In the opinion of the Management/Board of Directors, the “Current Assets, Loans and Advances” have a value on realisation in the<br />

ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.<br />

24) Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of<br />

the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in<br />

payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date. Based on above the relevant<br />

disclosures u/s 22 of the Act are as follows:<br />

1. Principal amount outstanding at the end of the year 68.34<br />

2. Interest amount due at the end of the year Nil<br />

3. Interest paid to suppliers Nil<br />

25) Profit or loss on sale of Raw Materials and Stores has been adjusted in consumption.<br />

26) Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.<br />

27) Inventories of Stores and Spare Parts include items, which are lying with the Company. A provision of Rs 679.51 lacs (including Rs 61.48<br />

lacs for the year) towards obsolescence is carried in the books and the management is of the opinion that the same is adequate and no<br />

further provision is required there against.<br />

28) Related Party Disclosures as identified by the management in accordance with the Accounting Standard – 18.<br />

A) Subsidiary Companies<br />

i) <strong>Glass</strong> Equipment (India) Limited<br />

ii) Quality Minerals Limited<br />

B) Associate<br />

i) HNG Float <strong>Glass</strong> Limited<br />

C) Directors and Relatives<br />

i) Mr C. K. Somany – Chairman and Non Executive Director (Relative of Key Management Personnel)<br />

ii) Mr Sanjay Somany - Managing Director and Key Management Personnel<br />

iii) Mr Mukul Somany - Jt. Managing Director and Key Management Personnel<br />

iv) Mr Bharat Somany – Management Trainee (Relative of Key Management Personnel)<br />

v) Mr R. R. Soni – Executive Director and Key Management Personnel (with effect from October 27, <strong>2008</strong>)<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 71


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

D) Enterprises over which any person described in [C (i) to (iv)] above is able to exercise significant influence and with whom<br />

the Company has transactions during the year.<br />

i) AMCL Machinery Limited<br />

ii) Ceramic Decorators Limited<br />

iii) Microwave Merchants Private Limited<br />

iv) Mould Equipment<br />

v) Noble Enclave and Towers Private Limited<br />

vi) Somany Foam Limited<br />

vii) Topaz Commerce Limited<br />

The aggregate amount of transactions with the related parties as mentioned in (A) above is as given hereunder:<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

Sale of Goods<br />

<strong>Glass</strong> Equipment (I) Ltd. 35.21 8.90<br />

Purchase of Goods<br />

<strong>Glass</strong> Equipment (I) Ltd. 1189.36 1104.24<br />

Quality Minerals Ltd. 269.10 237.06<br />

Sale of Fixed Assets<br />

<strong>Glass</strong> Equipment (I) Ltd. 6.12 Nil<br />

Purchase of Fixed Assets<br />

<strong>Glass</strong> Equipment (I) Ltd. 1499.43 954.92<br />

Receiving of Services<br />

<strong>Glass</strong> Equipment (I) Ltd. 343.79 48.06<br />

Provision of Facilities<br />

<strong>Glass</strong> Equipment (I) Ltd. 16.00 16.00<br />

Dividend Received<br />

<strong>Glass</strong> Equipment (I) Ltd. 26.40 0.26<br />

Counter Guarantees Given<br />

<strong>Glass</strong> Equipment (I) Ltd. 381.00 381.00<br />

Counter Guarantees Taken<br />

<strong>Glass</strong> Equipment (I) Ltd. 50.00 50.00<br />

Payables<br />

<strong>Glass</strong> Equipment (I) Ltd. 661.04 658.58<br />

Quality Minerals Ltd. 7.58 55.42<br />

The aggregate amount of transactions with the related party as mentioned in (B) above is as given hereunder:<br />

<strong>2008</strong>-09 2007-08<br />

Sale of Goods 46.06 Nil<br />

Purchase of Goods 2.51 Nil<br />

Receiving of Services 0.47 Nil<br />

Payables 28.65 Nil<br />

The aggregate amount of transactions with the related parties as mentioned in (C) above is as given hereunder:<br />

Remuneration <strong>2008</strong>-09 2007-08<br />

1. Mr Sanjay Somany 135.01 117.02<br />

2. Mr Mukul Somany 137.73 117.02<br />

3. Mr Bharat Somany 2.34 1.80<br />

4. Mr R. R. Soni 18.11 Nil<br />

72 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

The aggregate amount of transactions with the related parties as mentioned in (D) above is as given hereunder: (Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

Sale of Goods<br />

Somany Foam Ltd. 3.21 Nil<br />

Purchase of Goods<br />

Mould Equipment 11.70 23.98<br />

Somany Foam Ltd. 2.86 1.61<br />

Sale of Fixed Assets<br />

Somany Foam Ltd. 0.42 1.05<br />

Purchase of Fixed Assets<br />

Somany Foam Ltd. Nil 1.33<br />

Receiving of Services<br />

Ceramic Decorators Ltd. 112.21 89.08<br />

Mould Equipment 152.93 212.06<br />

Rent Received<br />

Mould Equipment 27.97 13.20<br />

Interest Received<br />

Microwave Merchants Pvt. Ltd. 36.48 7.67<br />

Noble Enclave & Towers Ltd. 154.81 14.14<br />

Topaz Commerce Ltd. 209.17 15.48<br />

Recovery of Expenses<br />

AMCL Machinery Ltd. 4.04 Nil<br />

Interest Paid<br />

Ceramic Decorators Ltd. 10.67 9.84<br />

AMCL Machinery Ltd. 28.19 Nil<br />

Loan Taken<br />

Ceramic Decorators Ltd. 1.70 64.00<br />

AMCL Machinery Ltd. 1500.00 Nil<br />

Loan Given<br />

Microwave Merchants Pvt. Ltd. Nil 900.00<br />

Noble Enclave & Towers Ltd. Nil 1800.00<br />

Topaz Commerce Ltd. Nil 1800.00<br />

Loan Repaid<br />

Ceramic Decorators Ltd. 18.90 Nil<br />

AMCL Machinery Ltd. 1500.00 Nil<br />

Receivables<br />

Somany Foam Ltd. 0.56 0.04<br />

Loans (including interest accrued net of recovery)<br />

Microwave Merchants Pvt. Ltd.* 266.22 905.93<br />

Noble Enclave & Towers Ltd.* 1140.73 1810.93<br />

Topaz Commerce Ltd.* 1728.27 1811.98<br />

Payables<br />

Ceramic Decorators Ltd. 2.97 77.36<br />

Mould Equipment 6.50 6.30<br />

* Companies in which directors are interested as member / director(s). Further, these loans were given by the erstwhile Ace <strong>Glass</strong><br />

Containers Limited (AGCL) and none of the directors was director in AGCL and accordingly, as advised legally, the provisions of Section<br />

295 of the Companies Act, 1956 are not applicable with regard to these loans.<br />

E) Transactions for purchase of goods with Mould Equipments are covered under Section 297 of the Companies Act, 1956. Steps are<br />

being taken to obtain Central Government approval for such transactions.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 73


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

29) Units of Bonds & Mutual Funds purchased and redeemed / sold during the year (Face value of Rs 10 each, except otherwise stated)<br />

<strong>2008</strong>-09 2007-08<br />

(Rs in lacs)<br />

Sl. No. Name of Fund No. of Units Cost No. of Units Cost<br />

a) Sardar Sarovar Narmada Nigam Ltd. – DDB 2014 Nil Nil 69 34.55<br />

b) Prudential ICICI Liquid Fund Nil Nil 9931 1.74<br />

c) Birla Cash Plus Fund Nil Nil 1437485 300.00<br />

d) ING Vyasya Liquid Fund Nil Nil 4186735 500.00<br />

e) Birla Sun Life Cash Morgan Fund Nil Nil 10687377 1900.00<br />

f) HDFC Liquid Fund Nil Nil 6700893 1025.74<br />

g) UTI Liquid Cash Plan Nil Nil 49848 625.00<br />

h) HDFC Floating Rate Income Fund Nil Nil 7602172 1099.26<br />

i) Kotak Floater Short Term Plan Nil Nil 2397372 300.00<br />

Total Nil Nil 33071882 5786.29<br />

30) a) The Company has acquired certain assets under financial lease, the cost of which is included in the Gross Blocks of Buildings and<br />

Vehicles. The lease term is 75 years for Building. The lease term is 3 years for Vehicles, after which the legal title will pass on the<br />

Company. The lease has been recognised as an asset at the present value of the minimum lease payments. Minimum lease payments<br />

payable in future at the balance sheet date and their present value are as under There is no escalation clause in the lease agreement<br />

for vehicles.:<br />

Particulars Lease payments Present value<br />

Not later than one year 30.89 21.19<br />

Later than one year and not later than five year 86.32 69.89<br />

b) Assets taken under operating leases:<br />

Office premises and office equipments are obtained on operating lease. There is no contingent rent in the lease agreements. The<br />

lease term is for 1-3 years and is renewable at the mutual agreement of both the parties. There is no escalation clause in the lease<br />

agreements. There are no restrictions imposed by lease agreements. There are no sublease and all the leases are cancelable in nature.<br />

The aggregate lease rentals are charged as “Rent” in Schedule ‘Q’ of the financial statement.<br />

31) Adjustment made in Reserve and Surplus Account<br />

<strong>2008</strong>-09 2007-08<br />

a) Adjustment made in General Reserve Account<br />

Add: Adjustment consequent upon amalgamation of erstwhile Ace <strong>Glass</strong> Containers Ltd. Nil 31391.22<br />

Add: Transfer from Capital Reserve Nil 0.04<br />

Add: Transfer from Profit & Loss Account 7000.00 14850.00<br />

Less: Adjustment on account of transitional provision under AS-15 Nil 118.63<br />

Less: Loss on Ace <strong>Glass</strong> Containers Limited for the year ended March 31, 2007 Nil 3146.66<br />

Less: Carrying Cost of shares held in erstwhile Ace <strong>Glass</strong> Containers Limited pursuant to<br />

the Scheme of Amalgamation Nil 7.55<br />

Less : Merger expenses and others Nil 83.18<br />

Total 7000.00 42885.24<br />

b) Revaluation Reserve Account<br />

Add: Revaluation of Land and Buildings Nil 7554.80<br />

Less: Transfer to Profit and Loss Account 223.55 281.21<br />

Less : Adjustment on account of sale/ discard of assets 1.47 60.75<br />

Total (225.02) 7212.84<br />

c) Debenture Redemption Reserve<br />

Add: Transfer from Profit and Loss Account 1250.00 Nil<br />

Total 1250.00 Nil<br />

d) Share Premium Account<br />

Add: Adjustment consequent upon amalgamation of erstwhile Ace <strong>Glass</strong> Containers Ltd. Nil 12449.54<br />

Less: Deferred Tax Liability 2369.18 Nil<br />

Total (2369.18) 12449.54<br />

74 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

32) Details of Products Manufactured, Turnover, Stock, Raw Material Consumed etc.<br />

a) Capacities and Actual Production:<br />

<strong>2008</strong>-09 2007-08<br />

Installed Actual Installed Actual<br />

Capacity Production Capacity Production<br />

I. <strong>Glass</strong> Plants<br />

a) <strong>Glass</strong> Bottles and Vials 927669 767971 849525 691359<br />

b) Pressed Tumblers 5000 – 5000 –<br />

Notes:<br />

1. Installed Capacity and Actual Production has been given in MT.<br />

2. Licensed Capacity is not given as licensing has been abolished vide Press Note No.9 dated August 2, 1991 and Notification No.<br />

S.O.477 (E) dated July 25, 1991 issued by Government of India, Ministry of Industry and Department of Industrial Development. The<br />

installed capacity is as certified by the management.<br />

b) Finished Goods Stocks and Sales:<br />

(Rs in lacs)<br />

SALES*<br />

STOCKS<br />

<strong>2008</strong>-09 2007-08 <strong>2008</strong>-09 2007-08<br />

Unit Qty. Value Qty. Value Qty. Value Qty. Value<br />

Bottles MT 765459 143725.62 695820 113961.15 46797 6990.08 44285 5735.68<br />

Tumblers MT 19 1.69 10 1.03 – – 19 1.05<br />

Others #<br />

(Job Works) 132.32 871.72 – –<br />

Total 143859.63 114833.90 6990.08 5736.73<br />

* Sales includes breakages of bottles<br />

# Others include General Merchandise Sale amounting to Rs 76.95 lacs (Previous Year Rs 163.03 lacs) and sale of services Rs 55.37<br />

lacs. (Previous year Rs 708.69 lacs)<br />

c) Details of Purchases and Sales of General Merchandise:<br />

<strong>2008</strong>-09<br />

Opening Stock Purchase Sales Closing Stock<br />

Description Unit Qty. Value Qty. Value Qty. Value Qty. Value<br />

LUG Cap ‘000 pcs – – 179 – 179 1.16 – –<br />

<strong>Glass</strong> Bottle MT – – 969 56.97 969 75.79 – –<br />

Float <strong>Glass</strong> Sq. mt. 12020.50 44.16 – – 12020.50 55.37 – –<br />

Total 44.16 56.97 132.32 –<br />

2007-08<br />

Opening Stock Purchase Sales Closing Stock<br />

Description Unit Qty. Value Qty. Value Qty. Value Qty. Value<br />

Roop Cap ‘000 pcs – – 90 1.67 90 2.44 – –<br />

<strong>Glass</strong> Bottle MT – – 1213 93.03 1213 103.36 – –<br />

Float <strong>Glass</strong> Sq. mt. – – 26580.74 97.46 14560.24 57.23 12050.50 44.16<br />

Total – 192.16 163.03 44.16<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 75


Schedules forming part of the Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

d) i) Raw Materials Consumed *<br />

<strong>2008</strong>-09 2007-08<br />

Item Unit Quantity Value Quantity Value<br />

Silica Sand MT 348388 4998.83 316354 4131.34<br />

Soda Ash MT 155257 18315.31 109442 12903.40<br />

Cullet MT 281086 11182.35 232458 8049.13<br />

Others MT 4637.33 3914.85<br />

Total 39133.82 28998.72<br />

* Excluding Rs 118.32 lacs (Previous Year Rs 60.73 lacs) being raw material processing charges.<br />

(Rs in lacs)<br />

ii)<br />

Value of Raw Materials, Spare Parts and Components Consumed (As certified):<br />

* Excluding Rs 1676.49 lacs (Previous Year Rs 1265.59 lacs) being Stores consumption.<br />

e) C.I.F. Value of Imports<br />

<strong>2008</strong>-09 2007-08<br />

Raw Materials Spare Parts* Raw Materials Spare Parts*<br />

Value % Value % Value % Value %<br />

Imported 8181.10 20.91 1573.41 25.68 6502.61 22.42 1219.43 27.08<br />

Indigenous 30952.72 79.09 4552.60 74.32 22496.11 77.58 3282.81 72.92<br />

Total 39133.82 100.00 6126.01 100.00 28998.72 100.00 4502.24 100.00<br />

<strong>2008</strong>-09 2007-08<br />

Raw Materials 6489.33 5698.52<br />

Components, Spare Parts and Stores etc. 4894.01 1497.50<br />

Capital Goods (including CWIP) 5131.73 1939.26<br />

f) Expenditure in Foreign Currency<br />

<strong>2008</strong>-09 2007-08<br />

Travelling Expenses 27.41 29.07<br />

Selling Commission 62.22 46.85<br />

Finance Charges 153.54 164.83<br />

Repairs 47.36 6.47<br />

Professional / Technical Fees 94.27 24.96<br />

Others 0.04 0.06<br />

g) Earnings in Foreign Currency<br />

<strong>2008</strong>-09 2007-08<br />

F.O.B. Value of Exports 5772.77 4032.46<br />

33) Figures for previous year have been regrouped and/or rearranged wherever considered necessary.<br />

34) Schedule "A" to "L" and "S" form part of Balance Sheet and Schedule "M" to "S" form part of Profit and Loss Account.<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

76 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Balance Sheet Abstract<br />

Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956<br />

Balance Sheet Abstract and the Company’s General Business Profile<br />

I. Registration Details<br />

Registration No.<br />

2 1 - 1 3 2 9 4<br />

State Code 2 1<br />

CIN No.<br />

L26109WB1946PLC013294<br />

Balance Sheet Date 3 1 0 3 2 0 0 9<br />

II. Capital Raised during the year (amount in Rs ’000)<br />

Public Issue<br />

Rights Issue<br />

N I L<br />

N I L<br />

Bonus Issue<br />

Private Placement<br />

N I L<br />

N I L<br />

III. Position of Mobilisation and Deployment of Funds (amount in Rs ’000)<br />

Total Liabilities<br />

Total Assets<br />

1 7 4 1 0 0 7 1<br />

1 7 4 1 0 0 7 1<br />

Sources of Funds<br />

Reserves and Surplus<br />

Paid–up Capital<br />

9 1 7 7 1 2 6<br />

1 7 4 6 7 7<br />

Secured Loans<br />

4 1 5 2 3 8 1<br />

Unsecured Loans<br />

9 2 1 0 6 5<br />

Deferred Tax Liabilities<br />

4 1 7 6 7 1<br />

Application of Funds<br />

Net Fixed Assets<br />

Investments<br />

9 8 8 5 1 7 3<br />

1 0 4 5 8 4 6<br />

Net Current Assets<br />

Miscellaneous Expenditure<br />

3 9 1 1 9 0 1<br />

N I L<br />

Accumulated Loss<br />

N I L<br />

IV. Performance of the Company (amount in Rs ’000)<br />

Net Income<br />

Total Expenditure<br />

1 3 4 4 1 9 4 0<br />

1 2 2 6 4 7 6 5<br />

Profit / Loss Before Tax<br />

Profit / Loss After Tax<br />

1 1 7 7 1 7 5<br />

1 0 7 7 4 6 2<br />

Earnings per Share in Rs<br />

Dividend %<br />

6 1 . 6 8<br />

5 0 . 0 0<br />

V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)<br />

Item Code No. (ITC code)<br />

Product descriptions<br />

7 0 1 0 9 0 - 0 1<br />

G L A S S B O T T L E S<br />

Item Code No. (ITC code)<br />

Product descriptions<br />

7 0 1 3 0 0 - 0 0 G L A S S W A R E<br />

Mukul Somany<br />

Jt. Managing Director<br />

Sanjay Somany<br />

Managing Director<br />

Kolkata Priya Ranjan Nirmal Khanna<br />

June 20, 2009 Company Secretary Sr. Vice President and<br />

Chief Financial Officer<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 77


Statement Regarding Subsidiary Companies Pursuant to Section 212 of Companies Act, 1956<br />

1. Name of the Subsidiary Company <strong>Glass</strong> Equipment (India) Ltd. Quality Minerals Ltd.<br />

2. The Financial Year of the Subsidiary Company. Year ended on March 31, 2009 Year ended on March 31, 2009<br />

3. Holding Company’s interest Entire Subscribed Capital comprising 9,384 Equity Shares of Rs 100/- each<br />

of 26,400 Equity Shares of Rs 100/- each. out of the Subscribed and Paid Up<br />

Capital of 9,410 Equity Shares of<br />

Rs 100/-each.<br />

4 Extent of holding 100.00% 99.73%<br />

5 Net Profit of the Subsidiary Rs 2,48,65,016/- Rs 21,04,094/-<br />

6 For the financial year of the Subsidiary<br />

A] Profits/(Losses) so far as it concerns the Rs 2,48,65,016/- Rs 20,98,203/-<br />

members of the Holding Company and not<br />

dealt with in the Holding Company’s accounts.<br />

B] Profits/(Losses) so far as it concerns the Rs 26,40,000/- Nil<br />

members of the Holding Company and dealt<br />

with in the Holding Company’s accounts.<br />

7 For previous financial years since it become<br />

a Subsidiary.<br />

A] Profits/(Losses) so far as it concerns the Rs 13,45,14,566/- Rs 1,23,69,899/-<br />

members of the Holding Company and not<br />

dealt with in the Holding Company’s accounts.<br />

B] Profits/(Losses) so far as it concerns the Rs 76,14,263/- Nil<br />

members of the Holding Company and dealt<br />

with in the Holding Company’s accounts.<br />

Mukul Somany<br />

Jt. Managing Director<br />

Sanjay Somany<br />

Managing Director<br />

Priya Ranjan<br />

Nirmal Khanna<br />

Kolkata Company Secretary Sr. Vice President and<br />

June 20, 2009<br />

Chief Financial Officer<br />

78 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


GLASS EQUIPMENT (INDIA) LIMITED<br />

Director’s <strong>Report</strong><br />

To the Members<br />

Your Directors have the pleasure to place before you the Thirty Ninth Annual <strong>Report</strong> together with Audited Accounts of the Company for<br />

the year ended March 31, 2009.<br />

Financial Highlights<br />

(Amount in Rupees)<br />

Year ended 31.03.2009 Year ended 31.03.<strong>2008</strong><br />

Gross Sales (Including Excise Duty) 28,92,70,494 20,41,14,416<br />

Profit Before Interest, Depreciation and Tax 5,32,46,621 3,41,35,624<br />

Interest and Finance Charges 31,49,791 25,02,550<br />

Profit Before Depreciation and Tax 5,00,96,830 3,16,33,074<br />

Depreciation 75,11,057 84,10,910<br />

Profit Before Tax 4,25,85,773 2,32,22,164<br />

Provision for Current Tax 1,51,70,000 93,20,000<br />

Provision for Fringe Benefit Tax 1,64,500 1,29,000<br />

Provision for Deferred Tax (7,02,411) (19,71,808)<br />

Profit After Tax 2,79,53,684 1,57,44,972<br />

Balance brought forward from previous year 44,88,829 68,32,525<br />

Amount available for appropriation 3,24,42,513 2,25,77,497<br />

Appropriation<br />

General Reserve 2,00,00,000 1,50,00,000<br />

Proposed dividend 26,40,000 26,40,000<br />

Tax on dividend 4,48,668 2,30,88,668 4,48,668 1,80,88,668<br />

Balance carried forward to next year 93,53,845 44,88,829<br />

Working Review<br />

The Net Sales of the Company was higher at Rs 2599.25 Lacs as<br />

against Rs 1790.93 Lacs in the previous year. Your Directors are<br />

optimistic about current year’s performance.<br />

Dividend<br />

Your Board of Directors recommend payment of Dividend @<br />

Rs 100/- per share on 26,400 Equity Shares of Rs 100/- each for the<br />

Financial Year <strong>2008</strong>-2009.<br />

Directors<br />

Shri Bharat Somany, Shri D.D. Taparia and Shri B.K. Kedia have been<br />

appointed as additional Director of the Company with effect from<br />

December 13, <strong>2008</strong>, April 16, 2009 and April 16, 2009 respectively.<br />

Shri J.P. Kasera and Smt. Jaya Kanoria retire by rotation and being<br />

eligible, offer themselves for re-appointment.<br />

Compliance Certificate<br />

In accordance with Section 383A of the Companies Act, 1956, and<br />

Companies (Compliance Certificate) Rules, 2001, the Company has<br />

obtained a certificate from a Secretary in whole time practice<br />

confirming that the Company has complied with all the provisions<br />

of the Companies Act, 1956 and a copy of such certificate is<br />

annexed to this <strong>Report</strong>.<br />

Auditors<br />

The Auditors Messers Krishan Somani & Associates, Chartered<br />

Accountants, retire at the ensuing Annual General Meeting and are<br />

eligible for re-appointment.<br />

Auditors’ <strong>Report</strong><br />

The Notes on Accounts, as referred to in the Auditors <strong>Report</strong> are<br />

self explanatory and, therefore, do not call for any further<br />

comments.<br />

Particulars of Employees<br />

Statement of particulars of employees pursuant to section 217(2A)<br />

of the Companies Act, 1956, read with Companies (Particulars of<br />

Employees) Rules, 1975 and forming part of Directors’ <strong>Report</strong> for the<br />

year ended March 31, 2009 is given in the Annexure to the <strong>Report</strong>.<br />

Industrial Relations<br />

Industrial relations within the Company remained cordial.<br />

Particulars required under section 217(1) (e) of the Companies<br />

Act, 1956: -<br />

A. Conservation of Energy: -<br />

a) Energy conservation measures taken: -<br />

The Company continues to give high priority to energy<br />

conservation.<br />

The following significant measures have been taken: -<br />

i) Periodical and preventive maintenance of electrical<br />

equipment to ensure optimum utilisation of electric<br />

energy.<br />

ii) Phased balancing of machines and lighting load.<br />

iii) Maintaining the power factor by installing the required<br />

capacitors.<br />

<strong>Glass</strong> Equipment (India) Limited | 79


Director’s <strong>Report</strong><br />

b) Additional Investments and proposals: -<br />

Further energy conservation is planned through replacement<br />

of inefficient equipment and by providing automatic<br />

controls to reduce idle running of equipment.<br />

c) Impact of measures at (a) and (b) for reduction of energy<br />

consumption and consequent impact on cost of production<br />

of goods:-<br />

The energy conservation measures have a nominal<br />

favourable impact on the cost of the products.<br />

d) Total energy consumption and energy consumption per unit<br />

of production as per “Form-A”:-<br />

Not given, as the Company is not covered under the list of<br />

specified industries.<br />

B. Technical Absorption:-<br />

a) Research and Development (R&D):-<br />

The Company is working on development of Import<br />

substitution. The productivity norms and quality of<br />

components are constantly being monitored for<br />

improvement.<br />

b) Technology Absorption, Adaptation & Innovation:-<br />

The Company has not imported technology during the last<br />

5 years. The Company is constantly engaged in in-house<br />

development activities.<br />

C. Foreign Exchange Earnings And Outgo:-<br />

The information on foreign exchange and outgo is contained in<br />

Schedule S(16) (D, E, F & G)<br />

Directors’ Responsibility Statement Pursuant to Section<br />

217(2AA) of the Companies Act, 1956.<br />

Your Directors hereby confirm :-<br />

that the financial statements are prepared in conformity with<br />

the accounting standards issued by the Institute of Chartered<br />

Accountants of India and the requirements of the Companies<br />

Act, 1956, to the extent applicable to the Company, on the<br />

historical cost convention, as a going concern and on the accrual<br />

basis. There are no material departure from prescribed<br />

accounting standards in the adoption of the accounting<br />

standards.<br />

that the directors had selected such accounting policies and<br />

applied them consistently and made judgements and estimates<br />

that are reasonable and prudent so as to give a true and fair<br />

view of the state of affairs of the Company at the end of the<br />

financial year and of the profit of the Company for that year;<br />

that the directors had taken proper and sufficient care for the<br />

maintenance of adequate accounting records in accordance<br />

with the provisions of this Act for safeguarding the assets of the<br />

Company and for preventing and detecting fraud and other<br />

irregularities.<br />

For and on behalf of the Board<br />

Bahadurgarh<br />

May 23, 2009<br />

C. K. Somany<br />

(Chairman)<br />

Annexure to the Directors’ <strong>Report</strong><br />

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,<br />

1975 and forming part of the Directors’ <strong>Report</strong> for the Company’s financial year ending March 31, 2009 :-<br />

a) Employees, who are employed throughout the financial year :-<br />

Name Age in Years Qualifications Designation/ Commencement Experience Gross Name of Previous<br />

Nature of of Employment (Years) Remuneration Employer, Post held<br />

Duties<br />

(Rupees)<br />

Sri. C.K. Somany 76 Years I.S.C, FBIM Executive October 1, 2000 56 Years 30,61,038 <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> &<br />

(London) Chairman Industries Limited,<br />

Kolkata, Managing Director<br />

Notes:-<br />

1) Remuneration as shown above includes Salary, HRA, Company’s contribution to Provident Fund, Provision for Gratuity, LTA and Medical<br />

Expenses reimbursement.<br />

2) The above employee is relative of Shri Sanjay Somany, Shri Mukul Somany, Shri Bharat Somany and Smt. Jaya Kanoria.<br />

3) The appointment is on contractual basis.<br />

80 | <strong>Glass</strong> Equipment (India) Limited


Compliance Certificate<br />

Registration No. of the Company : 21-65595<br />

Nominal Capital . Rs 40,00,000/-<br />

To,<br />

The Members,<br />

<strong>Glass</strong> Equipment (India) Limited,<br />

2, Red Cross Place,<br />

Kolkata - 700001<br />

I have examined the registers, records, books and papers of GLASS<br />

EQUIPMENT (INDIA) LIMITED (the Company) as required to be<br />

maintained under the Companies Act, 1956 (the Act) and the rules<br />

made thereunder and also the provisions contained in the<br />

Memorandum and Articles of Association of the Company for the<br />

financial year ended on March 31, 2009 (financial year). In my<br />

opinion and to the best of my information and according to the<br />

examinations carried out by me and explanations furnished to me by<br />

the Company, its officers and agents, I certify that in respect of the<br />

aforesaid financial year.<br />

1. The Company has kept and maintained all registers as stated in<br />

Annexure ‘A’ to this certificate, as per the provisions of the Act<br />

and the rules made thereunder and all the entries therein have<br />

been duly recorded.<br />

2. The Company has duly filed the forms and returns as stated in<br />

Annexure ‘B’ to this certificate, with the Registrar of Companies,<br />

Regional Director, Central Government, Company Law Board or<br />

other authorities within the time prescribed under the Act and<br />

the rules made thereunder except as otherwise stated.<br />

3. The Company being a Public Limited Company, comments are<br />

not required.<br />

4. The Board of Directors duly met FIVE times respectively on May<br />

19, <strong>2008</strong>, June 11, <strong>2008</strong>, July 27, <strong>2008</strong>, December 13, <strong>2008</strong><br />

and February 20, 2009 in respect of which meetings proper<br />

notices were given and the proceedings were properly recorded<br />

and signed in the Minutes Book maintained for the purpose.<br />

5. The Company has not closed its Register of Members during the<br />

financial year.<br />

6. The Annual General Meeting for the financial year ended on<br />

March 31, <strong>2008</strong> was held on September 8, <strong>2008</strong>, after giving<br />

due notice to the members of the Company and the resolutions<br />

passed there at were duly recorded in Minutes Book maintained<br />

for the purpose.<br />

7. No Extra-ordinary General Meeting was held during the financial<br />

year.<br />

8. The Company has not advanced any loans to its directors or<br />

persons or firms or Companies referred to under Section 295 of<br />

the Act.<br />

9. The Company has duly complied with the provisions of Section<br />

297 of the Act in respect of contracts specified in that section.<br />

10. The Company has made necessary entries in the register<br />

maintained under Section 301 of the Act.<br />

11. As there were no instances falling within the purview of Section<br />

314 of the Act, the Company has not obtained any approvals<br />

from the Board of Directors, Members or Central Government.<br />

12. The Company has not issued any duplicate share Certificate<br />

during the financial year.<br />

13. i. There was no allotment/transfer/transmission of securities<br />

during the financial year.<br />

ii. The Company has not deposited the amount of dividend<br />

declared in a separate Bank Account as the Company has<br />

issued a Cheque to the holding Company for dividend on<br />

September 9, <strong>2008</strong> which is within five days from the date<br />

of declaration of such dividend.<br />

iii. The Company has paid dividend to the holding Company<br />

within a period of 30 (Thirty) days from the date of<br />

declaration and therefore it has not transferred any amount<br />

to Unpaid Dividend Account.<br />

iv. There is no amount lying in unpaid dividend account,<br />

application money due for refund and there are no deposits,<br />

debentures etc. as on March 31, 2009.<br />

v. The Company has duly complied with the requirements of<br />

Section 217 of the Act.<br />

14. The Board of Directors is duly constituted and the appointment<br />

of directors, additional directors, alternate directors and<br />

directors to fill casual vacancy have been duly made.<br />

15. The appointment of Whole-time Director has been made in<br />

Compliance with the provisions of Section 269 read with<br />

Schedule XIII to the Act except that the return in the prescribed<br />

form (Form No 25C) has not been filed within 90 days of such<br />

appointment.<br />

16. The Company has not appointed any sole selling agents during<br />

the financial year.<br />

17. The Company was not required to obtain any approvals of the<br />

Central Government, Company Law Board, Regional Director,<br />

Registrar and/ or such authorities prescribed under the various<br />

provisions of the Act during the Financial year.<br />

18. The Directors have disclosed their interest in the other<br />

firms/companies to the Board of Directors pursuant to the<br />

provisions of the Act and the rules made there under.<br />

19. The Company has not issued any shares, debentures or other<br />

securities during the year.<br />

20. The Company has not bought back any shares during the<br />

financial year.<br />

21. The Company has not issued any Preference Shares or<br />

Debentures.<br />

22. There were no transactions necessitating the Company to keep<br />

in abeyance any rights to dividend, rights shares and bonus<br />

shares pending registration of transfer of shares.<br />

<strong>Glass</strong> Equipment (India) Limited | 81


23. The Company has not invited/accepted any deposits during the<br />

financial year except some temporary amount borrowed during<br />

the year which has been repaid within the year.<br />

24. The amount borrowed by the Company from directors,<br />

members, public, financial institutions, Banks or other during<br />

the financial year ended March 31, 2009 are within the limits<br />

prescribed under Section 293(1)(d) of the Act have been passed<br />

in duly convened Annual General Meeting held on September<br />

23, 1996.<br />

25. The Company has made loans and investments and given<br />

guarantees to other bodies corporate in compliance with the<br />

provisions of the Act and has made necessary entries in the<br />

register kept for the purpose.<br />

26. The Company has not altered the provisions of the<br />

Memorandum with respect of situation of the Company’s<br />

registered office from one state to another during the year under<br />

scrutiny.<br />

27. The Company has not altered the provisions of the<br />

Memorandum with respect to the objects of the Company<br />

during the financial year under scrutiny.<br />

28. The Company has not altered the provisions of the<br />

ANNEXURE `A'<br />

LIST OF REGISTERS MAINTAINED BY THE COMPANY<br />

82 | <strong>Glass</strong> Equipment (India) Limited<br />

Memorandum with respect to name of the Company during the<br />

year under scrutiny.<br />

29. The Company has not altered the provisions of the<br />

Memorandum with respect to share capital during the year<br />

under scrutiny.<br />

30. The Company has not altered its Articles of Association during<br />

the financial year.<br />

31. I have been informed by the management that there was no<br />

prosecution initiated against or show cause notice received by<br />

the Company and no fines or penalties or any other punishment<br />

was imposed on the Company during the financial year, for the<br />

offences under the Act.<br />

32. The Company has not received any money as security from its<br />

employees during the financial year.<br />

33. The Company has generally deposited both employees’ and<br />

employer’s contribution to Provident Fund generally in time with<br />

prescribed authorities pursuant to Section 418 of the Act.<br />

Signature<br />

Babu Lal Patni<br />

Kolkata<br />

Company Secretary<br />

May 23, 2009 C.P.No : 1321<br />

S.N Particulars Under Section<br />

01. Register of Charges 143<br />

02. Register of Members 150<br />

03. Index of Members 151<br />

04. Directors’ Minute Book 193<br />

05. Shareholders’ Minute Book 193<br />

06. Register of Contracts (Part I) 301<br />

07. Register of Contracts (Part II) 301<br />

08. Register of Directors 303<br />

09. Register of Directors Shareholdings 307<br />

10. Register of Investments 372A<br />

11. Register of Allotment<br />

12. Register of Transfer<br />

ANNEXURE `B'<br />

Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government or other<br />

authorities during the financial year ended March 31, 2009.<br />

S.N. Form No./Return Filed Under For Date of Whether filed If delay in filing<br />

Section filing within prescribed whether requisite<br />

Time<br />

additional fee paid<br />

YES/NO<br />

YES/NO<br />

01. Form No 23AC 220 Balance Sheet 14.10.08 NO YES<br />

as at 31.03.<strong>2008</strong><br />

02. Form No 66 Proviso to Section 383A (1) Compliance Certificate 30.09.08 YES N.A.<br />

03. Form No 20B 159 Annual Return made 06.11.08 YES N.A.<br />

upto 08.09.08<br />

04. Form No 32 303 Resignation of 12.07.08 NO YES<br />

Dated 19.05.08<br />

Directors<br />

05. Form No 32 303 Appointment 12.01.09 YES N.A<br />

Dated 13.12.08<br />

of Director


Auditors’ <strong>Report</strong><br />

To the Members of<br />

GLASS EQUIPMENT (INDIA) LIMITED<br />

1. We have audited the attached Balance Sheet of GLASS<br />

EQUIPMENT (INDIA) LIMITED, as at March 31, 2009, the Profit<br />

and Loss Account and also the Cash Flow Statement of the<br />

Company for the year ended on that date annexed thereto.<br />

These financial statements are the responsibility of the<br />

Company’s management. Our responsibility is to express an<br />

opinion on these financial statements based on our audit.<br />

2. We conducted our audit in accordance with auditing standards<br />

generally accepted in India. Those Standards require that we<br />

plan and perform the audit to obtain reasonable assurance<br />

about whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis,<br />

evidence supporting the amounts and disclosures in the financial<br />

statements. An audit also includes assessing the accounting<br />

principles used and significant estimates made by management,<br />

as well as evaluating the overall financial statement<br />

presentation. We believe that our audit provides a reasonable<br />

basis for our opinion.<br />

3. As required by the Companies (Auditor’s <strong>Report</strong>) Order, 2003 as<br />

amended to-date, issued by the Central Government in terms<br />

of Section 227 (4A) of the Companies Act, 1956, we enclose in<br />

the Annexure a statement on the matters specified in paragraph<br />

4 & 5 of the said Order.<br />

4. Further to our comments in the Annexure referred to above, we<br />

report that:<br />

d) In our opinion, the Balance Sheet and the Profit and Loss<br />

Account dealt with by this report comply with the<br />

Accounting Standards referred to in sub-section (3C) of<br />

Section 211 of the Companies Act, 1956 to the extent<br />

applicable.<br />

e) On the basis of the written representations received from<br />

the Directors of the Company as at March 31, 2009, and<br />

taken on record by the Board of Directors, we report that<br />

none of Directors is disqualified from being appointed as a<br />

Director of the Company under clause (g) of sub-section (1)<br />

of section 274 of the Companies Act, 1956.<br />

f) In our opinion, and to the best of our information and<br />

according to the explanations given to us, the said accounts<br />

read together with the significant accounting policies and<br />

other notes thereon, give the information required by the<br />

Companies Act, 1956, in the manner so required and give<br />

a true and fair view in conformity with the accounting<br />

principles generally accepted in India :-<br />

i) In the case of the Balance Sheet, of the state of affairs<br />

of the Company as at March 31, 2009; and<br />

ii) In the case of the Profit & Loss Account, of the PROFIT<br />

of the Company for the year ended on that date; and<br />

iii) In the case of the Cash Flow Statement, of the Cash<br />

Flows for the Year ended on that date.<br />

a) We have obtained all the information and explanations,<br />

which to the best of our knowledge and belief were<br />

necessary for the purpose of our audit.<br />

b) In our opinion, proper books of accounts as required by law,<br />

have been kept by the Company so far as appears from our<br />

examination of such books.<br />

c) The Balance Sheet and Profit & Loss Account dealt with by<br />

this report are in agreement with the books of account.<br />

Delhi<br />

May 23, 2009<br />

For Krishan Somani & Associates<br />

Chartered Accountants,<br />

(Krishan Somani)<br />

Proprietor<br />

Membership No : 089879<br />

<strong>Glass</strong> Equipment (India) Limited | 83


Annexure to the Auditors’ <strong>Report</strong><br />

(Referred to in paragraph (3) of our report of even date on the statement of accounts of Messrs. GLASS EQUIPMENT (INDIA) LIMITED<br />

for the year ended March 31, 2009.)<br />

1. a) The Company has maintained proper records showing full<br />

particulars, including quantitative details and situation of<br />

fixed assets.<br />

b) The fixed assets have been physically verified by the<br />

management during the year. In our opinion, the frequency<br />

of verification is reasonable having regard to the size of the<br />

Company and the nature of its assets. The discrepancies<br />

reported on such verification were not material and have<br />

been properly dealt with in the books of account.<br />

c) In our opinion, the disposals of fixed assets during the year<br />

does not affect the going concern assumption.<br />

2. a) The management has conducted the physical verification of<br />

inventory at reasonable intervals, except for inventories lying<br />

with outside parties, which have, however, been confirmed<br />

by them.<br />

b) In our opinion, the procedure followed by the management<br />

for such physical verification are reasonable and adequate in<br />

relation to the size of the Company and nature of its<br />

business.<br />

c) The Company is maintaining proper records of inventory.<br />

The discrepancies noticed on verification between physical<br />

inventories and the book records were not material in<br />

relation to the operation of the Company and the same have<br />

been properly dealt with in the books of account.<br />

3. a) The Company has not granted any loans, secured or<br />

unsecured to Companies covered in the register maintained<br />

under Section 301 of the Companies Act, 1956. Therefore<br />

the provisions of clause – 4 (iii) (a) to (d) are not applicable<br />

to the Company.<br />

b) The Company had taken an unsecured loan from a<br />

Company listed in the register maintained under Section 301<br />

of the Companies Act, 1956. The maximum balance<br />

outstanding during the year was Rs 70.28 lacs and the<br />

amount was repayable on demand.<br />

c) In our opinion, the rate of interest and other terms and<br />

conditions of the loan taken by the Company, are prima<br />

facie not prejudicial to the interest of the Company.<br />

d) The repayment of principal amount and interest was regular.<br />

4. In our opinion and according to the information and<br />

explanations given to us, there are adequate internal control<br />

procedures commensurate with the size of the Company and<br />

the nature of its business for the purchase of inventory and fixed<br />

assets and for the sale of goods and services. During the course<br />

of our audit no major weakness has been observed in the<br />

internal controls.<br />

5. a) Based on the audit procedures applied by us and according<br />

to the information, explanations and representations given<br />

to us, we are of the opinion that all transactions that need<br />

to be entered into the register in pursuance of Section 301<br />

of the Companies Act, have been so entered.<br />

b) Based on the information and explanations given to us, it is<br />

our opinion that the transactions exceeding the value of<br />

Rs Five Lacs in respect of any party during the year have been<br />

made at a prices which are prima facie, reasonable, having<br />

regard to the prevailing market prices at the relevant time<br />

where such prices are available.<br />

6. In our opinion and according to the information and<br />

explanations given to us, the Company has not accepted any<br />

deposits from the public within the meaning of Section 58A and<br />

58AA of the Companies Act, 1956 and the rules framed there<br />

under.<br />

7. The Company has an internal audit system, which in our<br />

opinion, is commensurate with the size and nature of its<br />

business.<br />

8. As informed to us, the maintenance of cost records has not been<br />

prescribed by the Central Government u/s 209(1)(d) of the<br />

Companies Act, 1956, in respect of the activities carried on by<br />

the Company.<br />

84 | <strong>Glass</strong> Equipment (India) Limited


9. a) Based on the audit procedures applied by us and according<br />

to the information and explanations provided by the<br />

management, the Company is generally regular in<br />

depositing the statutory dues including Provident Fund,<br />

Investor Education and Protection Fund, Employees State<br />

Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,<br />

Custom Duty, Excise Duty, Cess and other statutory dues<br />

with the appropriate authorities.<br />

b) According to the information and explanations given to us,<br />

there are no undisputed amounts payable in respect of<br />

Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service<br />

Tax, Excise Duty and Cess outstanding as at the year end,<br />

for a period of more than six months from the date they<br />

become payable.<br />

c) According to the information and explanations given to us,<br />

there are no dues of Sales Tax, Income Tax, Custom Duty,<br />

Wealth Tax, Service Tax, Excise Duty or Cess outstanding on<br />

account of any dispute.<br />

10. The Company has no accumulated losses at the end of financial<br />

year and it has not incurred any cash losses in the current and<br />

immediately preceding financial year.<br />

11. According to the information and explanations given to us and<br />

the records examined by us, the Company has not defaulted in<br />

repayment of dues to a financial institution or bank or<br />

debenture holders.<br />

12. The Company has not granted any loan and advances on the<br />

basis of security by way of pledge of shares, debentures & other<br />

Securities.<br />

13. In our opinion and according to the information and<br />

explanations given to us, the nature of the activities of the<br />

Company does not attract any special statute applicable to chit<br />

fund and nidhi /mutual benefit fund / societies.<br />

14. In our opinion, the Company has maintained proper records of<br />

the transactions and contracts of the investments dealt in by the<br />

Company and timely entries have been made therein. The<br />

investments made by the Company are held in its own name<br />

except to the extent of the exemption under Section 49 of the<br />

Act.<br />

15. According to the information and explanations given to us and<br />

in our opinion, the terms and conditions of the guarantees given<br />

by the Company for loans taken by others from banks or<br />

financial institutions are prima facie not prejudicial to the<br />

interest of the Company<br />

16. The Company has not obtained any term loans during the year.<br />

17. On the basis of an overall examination of the balance sheet and<br />

the information and explanations given to us, we report that<br />

the Company has not utilised any funds raised on short term<br />

basis for long term investments and vice-versa.<br />

18. The Company has not made any preferential allotment of shares<br />

to parties or companies covered under Section 301 of the<br />

Companies Act during the year.<br />

19. The Company has not issued any debentures.<br />

20. The Company has not raised any money through a public issue<br />

during the year<br />

21. Based upon the audit procedures performed and the<br />

information and explanations given by the management, we<br />

report that no fraud on or by the Company has been noticed or<br />

reported during the year nor have we been informed of such<br />

case by the management that causes the financial statement to<br />

be materially misstated.<br />

For Krishan Somani & Associates<br />

Chartered Accountants,<br />

Delhi<br />

(Krishan Somani)<br />

May 23, 2009<br />

Proprietor<br />

Membership No : 089879<br />

<strong>Glass</strong> Equipment (India) Limited | 85


Balance Sheet As at March 31, 2009<br />

(Amount in Rupees)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

SOURCES OF FUNDS<br />

Shareholders' Funds<br />

Share Capital A 26,40,000 26,40,000<br />

Reserves and Surplus B 20,89,54,502 19,21,24,582<br />

21,15,94,502 19,47,64,582<br />

Loan Funds<br />

Secured Loans C 2,80,41,971 2,14,74,337<br />

Unsecured Loans D 65,00,000 65,00,000<br />

3,45,41,971 2,79,74,337<br />

Deferred Tax Liabilities (Net) 30,17,378 37,19,789<br />

Total 24,91,53,851 22,64,58,708<br />

APPLICATION OF FUNDS<br />

Fixed Assets<br />

E<br />

Gross Block 20,74,32,106 20,30,95,292<br />

Less: Depreciation 13,23,32,156 11,65,79,286<br />

Net Block 7,50,99,950 8,65,16,006<br />

Capital Work-in-Progress – 10,40,000<br />

Investments F 27,269 –<br />

Current Assets, Loans and Advances<br />

Current Assets<br />

Inventories G 12,80,37,192 9,93,48,598<br />

Sundry Debtors H 7,82,77,744 6,65,22,013<br />

Cash and Bank Balances I 14,24,972 10,50,047<br />

Loans and Advances and Other Current Assets J 5,35,35,329 3,64,00,720<br />

26,12,75,237 20,33,21,378<br />

Less<br />

Current Liabilities and Provisions<br />

Current Liabilities K 3,44,00,253 2,26,32,736<br />

Provisions L 5,28,48,352 4,17,85,940<br />

8,72,48,605 6,44,18,676<br />

Net Current Assets 17,40,26,632 13,89,02,702<br />

Total 24,91,53,851 22,64,58,708<br />

Notes<br />

S<br />

The Schedules referred to above form an integral part of Balance Sheet<br />

As per our report of even date<br />

For Krishan Somani & Associates<br />

Chartered Accountants<br />

Krishan Somani Bharat Somany C.K. Somany<br />

Proprietor Director Chairman<br />

417, Laxmi Tower, Commercial Complex,<br />

Azadpur, Delhi - 110033<br />

May 23, 2009<br />

86 | <strong>Glass</strong> Equipment (India) Limited


Profit and Loss Account For the year ended March 31, 2009<br />

(Amount in Rupees)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

INCOME<br />

Sales (Gross) M 28,92,70,494 20,41,14,416<br />

Less : Excise Duty 2,93,45,183 2,50,21,303<br />

25,99,25,311 17,90,93,113<br />

Other Income N 19,38,907 32,13,065<br />

Increase / (Decrease) in Stock O 2,57,26,271 (35,71,277)<br />

28,75,90,489 17,87,34,901<br />

EXPENDITURE<br />

Materials P 16,42,84,275 8,51,79,463<br />

Manufacturing and Other Expenses Q 7,00,59,593 5,94,19,814<br />

23,43,43,868 14,45,99,277<br />

Profit before Depreciation, Interest and Tax 5,32,46,621 3,41,35,624<br />

Depreciation 15,824,027 84,10,910<br />

Transferred from Revaluation Reserve (83,12,970) –<br />

75,11,057 84,10,910<br />

Interest and Finance Expenses R 31,49,791 25,02,550<br />

Profit before Tax 4,25,85,773 2,32,22,164<br />

Less : Provision for Income Tax<br />

- Current Tax 1,51,70,000 93,20,000<br />

- Fringe Benefit Tax 1,64,500 1,29,000<br />

- Deferred Tax (7,02,411) (19,71,808)<br />

Profit after Tax 2,79,53,684 1,57,44,972<br />

Add : Balance brought forward from last year 44,88,829 68,32,525<br />

Amount available for Appropriation 3,24,42,513 2,25,77,497<br />

APPROPRIATIONS<br />

General Reserve 2,00,00,000 1,50,00,000<br />

Proposed Dividend on Equity Shares 26,40,000 26,40,000<br />

Tax (including cess) on Proposed Dividend 4,48,668 4,48,668<br />

Balance carried to the Balance Sheet 93,53,845 44,88,829<br />

Basic and Diluted Earning Rs per Share 1058.85 596.40<br />

Notes<br />

S<br />

The Schedules referred to above form an integral part of Profit and Loss Account<br />

As per our report of even date<br />

For Krishan Somani & Associates<br />

Chartered Accountants<br />

Krishan Somani Bharat Somany C.K. Somany<br />

Proprietor Director Chairman<br />

417, Laxmi Tower, Commercial Complex,<br />

Azadpur, Delhi - 110033<br />

May 23, 2009<br />

<strong>Glass</strong> Equipment (India) Limited | 87


Cash Flow Statement For the year ended March 31, 2009<br />

(Amount in Rupees)<br />

<strong>2008</strong>-09 2007-08<br />

A. CASH FLOW FROM OPERATING ACTIVITIES<br />

Net Profit before tax 4,25,85,773 2,32,22,164<br />

Adjustments for:<br />

Depreciation 75,11,057 84,10,910<br />

Interest (Net) 31,24,805 14,33,911<br />

Fixed Assets written back / loss on sale of Fixed Assets 33,843 10,46,717<br />

Profit on Sale of Fixed Assets / Investment – (36,442)<br />

Operating Profit before working capital changes 5,32,55,478 3,40,77,260<br />

Adjustments for:<br />

Loans and Advances (1,71,34,609) 5,67,56,780<br />

Trade receivables (1,17,55,731) (5,84,11,103)<br />

Inventories (2,86,88,594) (1,27,63,187)<br />

Trade and other payables 2,28,29,929 79,47,827<br />

Cash generated from operations 1,85,06,473 2,76,07,577<br />

Direct Taxes paid (1,53,34,500) (94,49,000)<br />

Net Cash from Operating activities 31,71,973 1,81,58,577<br />

B. CASH FLOW FROM INVESTING ACTIVITIES<br />

Addition in Investment (27,269) –<br />

Purchase of Fixed Assets (31,33,940) (50,36,625)<br />

Sale of Fixed Assets 10,000 8,70,000<br />

Interest received 24,986 10,68,639<br />

Net Cash used in Investing Activities (31,26,223) (30,97,986)<br />

C. CASH FLOW FROM FINANCING ACTIVITIES<br />

Proceeds / (Repayment) from Long term borrowings (Net) 65,67,634 (85,84,217)<br />

Dividend Paid (26,40,000) (26,40,000)<br />

Corporate Dividend Tax (4,48,668) (4,48,668)<br />

Interest paid (31,49,791) (25,02,550)<br />

Net Cash from Financing Activities 3,29,175 (1,41,75,435)<br />

Net Changes In Cash And Cash Equivalents 3,74,925 8,85,156<br />

Cash And Cash Equivalents – Opening Balance 10,50,047 1,64,891<br />

Cash And Cash Equivalents – Closing Balance 14,24,972 10,50,047<br />

(represents Cash in hand and Bank balances)<br />

As per our report of even date<br />

For Krishan Somani & Associates<br />

Chartered Accountants<br />

Krishan Somani Bharat Somany C.K. Somany<br />

Proprietor Director Chairman<br />

417, Laxmi Tower, Commercial Complex,<br />

Azadpur, Delhi - 110033<br />

May 23, 2009<br />

88 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – A SHARE CAPITAL<br />

Authorised<br />

40000 Equity Shares of Rs 100/- each (Previous Year 40000 Shares of Rs 100/-each) 40,00,000 40,00,000<br />

40,00,000 40,00,000<br />

Issued, Subscribed and Paid-up<br />

26400 Equity Shares of Rs 100/- each fully paidup and held by the holding Company, <strong>Hindusthan</strong> 26,40,000 26,40,000<br />

<strong>National</strong> <strong>Glass</strong> & Industries Limited and its nominees, (of the above, 1500 Equity Shares<br />

of Rs 100/- each have been issued for consideration other than cash).<br />

26,40,000 26,40,000<br />

Schedule – B RESERVES AND SURPLUS<br />

General Reserve<br />

As per last Balance Sheet 13,50,00,000<br />

Add : Transferred from Profit & Loss Account 2,00,00,000 15,50,00,000 13,50,00,000<br />

Revaluation Reserve<br />

As per last Balance Sheet 4,99,95,753<br />

Add: Adjustment during the Year 2,77,874<br />

Less : Depreciation on Revalued Assets 83,12,970 4,19,60,657 4,99,95,753<br />

Share Premium<br />

As per last Balance Sheet 26,40,000 26,40,000<br />

Profit and Loss Account<br />

Surplus as per Profit and Loss Account 93,53,845 44,88,829<br />

20,89,54,502 19,21,24,582<br />

Schedule – C SECURED LOANS<br />

Working Capital Loans From Banks<br />

- Cash Credits : Secured by hypothecation of stock of finished goods, semi-finished goods, raw 2,80,41,971 2,14,74,337<br />

materials, stores and spares including packing material, book debts, other current assets, entire<br />

plant & machinery and other fixed assets and guaranteed by the holding Company.<br />

2,80,41,971 2,14,74,337<br />

Schedule – D UNSECURED LOANS<br />

From a Corporate Associate 65,00,000 65,00,000<br />

65,00,000 65,00,000<br />

Schedule – E FIXED ASSETS<br />

GROSS BLOCK DEPRECIATION NET BLOCK<br />

Particulars Book value at Additions Revaluation Deductions/ Book value at Up to For the Dep. on Deductions/ Upto As at As at<br />

01.04.<strong>2008</strong> Adjustment Adjustment 31.03.2009 31.03.<strong>2008</strong> Year Revalued Adjustment 31.03.2009 31.03.2009 31.03.<strong>2008</strong><br />

Assets<br />

A. TANGIBLE<br />

Plant & Machinery 19,52,77,461 21,09,219 2,77,874 1,15,000 19,75,49,554 11,39,14,198 62,84,628 8,312,970 71,157 12,84,40,639 6,91,08,915 8,13,63,263<br />

Office & Other<br />

Equipment 4,93,781 11,247 – – 5,05,028 2,37,323 17,250 – – 2,54,573 2,50,455 2,56,458<br />

Furniture & Fittings 11,25,534 1,98,168 – – 13,23,702 4,19,137 60,564 – – 4,79,701 8,44,001 7,06,397<br />

Vehicles 19,79,651 – – – 19,79,651 6,59,061 1,95,993 – – 8,55,054 11,24,597 13,20,590<br />

B. INTANGIBLE<br />

Computer Software 40,78,865 8,15,306 – – 48,94,171 12,16,567 7,78,831 – – 19,95,398 28,98,773 28,62,298<br />

Technical Know How 1,40,000 – 1,40,000 1,33,000 – – – 1,33,000 7,000 7,000<br />

Licences Fee – 10,40,000 – – 10,40,000 – 1,73,791 – – 1,73,791 8,66,209 –<br />

Total 20,30,95,292 41,73,940 2,77,874 1,15,000 20,74,32,106 11,65,79,286 75,11,057 83,12,970 71,157 13,23,32,156 7,50,99,950 8,65,16,006<br />

Previous Year 15,33,02,720 39,96,625 4,99,95,753 41,99,806 20,30,95,292 11,04,87,907 84,10,910 – 23,19,531 11,65,79,286 8,65,16,006<br />

<strong>Glass</strong> Equipment (India) Limited | 89


Schedules forming part of the Accounts<br />

Schedule – F<br />

INVESTMENTS<br />

(Amount in Rupees)<br />

Face Value (Rs.) Nos. 31.03.2009 31.03.<strong>2008</strong><br />

(Unquoted - in fully paidup shares) - other than Trade<br />

HNG International Limited Rs 10/- 134 27,269 –<br />

Total 27,269 –<br />

Schedule – G INVENTORIES<br />

(As valued and certified by the Management)<br />

Raw Materials & Components 7,15,97,265 6,83,96,161<br />

Stores & Spares 27,35,515 29,74,296<br />

Stock-in-Process 3,22,94,978 1,36,61,072<br />

Finished Goods 2,14,09,434 1,43,17,069<br />

12,80,37,192 9,93,48,598<br />

Schedule – H SUNDRY DEBTORS<br />

(Unsecured, considered good unless otherwise stated)<br />

Debts due for a period exceeding six months<br />

Considered good – 64,611<br />

– 64,611<br />

Other Debts 7,82,77,744 6,64,57,402<br />

7,82,77,744 6,65,22,013<br />

Schedule – I CASH AND BANK BALANCES<br />

Cash Balance on hand 54,980 59,095<br />

Balance in Post Office Saving Bank Account (Pass Book with Central Excise) 1,000 1,000<br />

Balances With Scheduled Banks<br />

in Current Accounts 6,83,992 9,29,952<br />

in Fixed Deposit Accounts 6,85,000 60,000<br />

14,24,972 10,50,047<br />

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS<br />

(Unsecured, considered good)<br />

Advances recoverable in cash or in kind or for value to be received 13,06,620 23,30,935<br />

Advance Income Tax 4,97,89,676 3,20,49,678<br />

Tax Deducted at Source 60,535 3,36,627<br />

Advance Fringe Benefit Tax 5,59,046 4,08,271<br />

Deposits and balances with Government Authorities and Other Departments 7,66,790 7,66,790<br />

Other Deposits 10,47,568 5,08,419<br />

5,35,30,235 3,64,00,720<br />

Other Current Assets<br />

Interest Receivable 5,094 –<br />

5,35,35,329 3,64,00,720<br />

Schedule – K CURRENT LIABILITIES<br />

Sundry Creditors<br />

Others 2,52,92,873 1,41,00,095<br />

Other Liabilities 91,07,380 85,32,641<br />

3,44,00,253 2,26,32,736<br />

Schedule – L PROVISIONS<br />

For Taxation 4,67,41,000 3,15,71,000<br />

For Gratuity and Unavailed Leave 24,68,454 67,40,542<br />

For Fringe Benefit Tax 5,50,230 3,85,730<br />

For Proposed Dividend 26,40,000 26,40,000<br />

For Tax on Proposed Dividend 4,48,668 4,48,668<br />

5,28,48,352 4,17,85,940<br />

90 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

Schedule – M<br />

SALES<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Finished Goods (IS Machine & Spares) 27,38,26,280 18,23,04,045<br />

Others (Commercial Sales) 1,31,35,358 1,75,32,526<br />

Service Revenue (Tax deducted at source Rs 58,486, Previous Year Rs 1,08,632) 23,08,856 42,77,845<br />

28,92,70,494 20,41,14,416<br />

Less: Excise Duty 2,93,45,183 2,50,21,303<br />

25,99,25,311 17,90,93,113<br />

Schedule – N OTHER INCOME<br />

Interest on Deposits, etc. (Tax deducted at Source Rs 2,049, previous year Rs 2,27,995) 24,986 10,68,639<br />

Miscellaneous Receipts 18,67,677 16,58,968<br />

Liabilities no longer required written back 18,923 1,46,478<br />

Provisions in value of diminution on investments / leave written off 27,321 3,02,538<br />

Profit on sale / discard of fixed assets – 36,442<br />

19,38,907 32,13,065<br />

Schedule – O INCREASE / (DECREASE) IN STOCK<br />

Closing Stock<br />

Finished Goods 2,14,09,434 1,43,17,069<br />

Work-in-Process 3,22,94,978 1,36,61,072<br />

5,37,04,412 2,79,78,141<br />

Less :<br />

Opening Stock :<br />

Finished Goods 1,43,17,069 1,64,02,021<br />

Work-in-Process 1,36,61,072 1,51,47,397<br />

2,79,78,141 3,15,49,418<br />

Increase / (Decrease) 2,57,26,271 (35,71,277)<br />

Schedule – P MATERIALS<br />

Raw Materials Consumed 14,08,99,169 6,72,36,653<br />

Purchase of Trading Material 2,33,85,106 1,79,42,810<br />

16,42,84,275 8,51,79,463<br />

Schedule – Q MANUFACTURING AND OTHER EXPENSES<br />

Stores and Spare Parts Consumed 2,00,05,066 1,40,63,376<br />

Power and Fuel 12,91,206 12,64,333<br />

Salaries, Wages and Bonus 3,10,44,752 2,42,24,539<br />

Contribution to Provident and other Funds 22,21,577 18,24,991<br />

Workmen and Staff Welfare Expenses 26,59,531 18,77,255<br />

Hire Charges 16,00,000 16,00,000<br />

Rates and Taxes 83,328 1,01,973<br />

Repair and Maintenance :<br />

Plant and Machinery 7,63,537 5,15,306<br />

Others 1,11,040 1,19,821<br />

Insurance 1,27,930 2,77,410<br />

Excise Duty on Stock 2,86,220 (80,361)<br />

Directors' Remuneration 30,76,638 32,43,835<br />

Loss on sale / discard of fixed assets 33,843 10,46,717<br />

Miscellaneous Expenses 67,54,925 93,40,619<br />

7,00,59,593 5,94,19,814<br />

Schedule – R INTEREST AND FINANCE EXPENSES<br />

Bank 24,61,852 17,87,552<br />

Others 6,87,939 7,14,998<br />

31,49,791 25,02,550<br />

<strong>Glass</strong> Equipment (India) Limited | 91


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES<br />

NOTES<br />

1. Statement on Accounting Polices<br />

I) Accounting Convention<br />

The Company prepares its accounts under the historical cost convention, except for certain fixed assets which are revalued on<br />

accrual basis, except otherwise stated in accordance with normally accepted accounting principles and applicable Accounting<br />

Standards in India.<br />

II)<br />

III)<br />

IV)<br />

Fixed Assets<br />

Fixed Assets are shown at cost of acquisition (net of CENVAT credit w.e.f. April 1, 1996) or cost of construction or at revalued<br />

amount where such assets have been revalued less depreciation.<br />

All expenses including interest on funds borrowed specifically for the acquisition, construction and Commissioning of new assets /<br />

projects are capitalised up to the date of putting the assets to use.<br />

Expenditure related to and incurred during implementation of new / expansion or modernisation project is included under capital<br />

work in process.<br />

Impairment<br />

Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,<br />

recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets either<br />

belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is the greater of<br />

assets net selling price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are<br />

discounted to their present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable<br />

amount and such loss either no longer exists or has decreased. Impairment loss / reversal thereof is adjusted to the carrying value<br />

of the respective assets, which in case of CGU, are allocated to its assets on a prorata basis.<br />

Depreciation<br />

Tangible Assets<br />

i) Depreciation on tangible assets is provided on Straight Line Method (SLM) at the rates and in the manner prescribed in Schedule<br />

XIV to the Companies Act, 1956.<br />

ii) Depreciation on increase in value of fixed assets due to revaluation is provided on the basis of remaining useful life on Straight<br />

Line Method (SLM) and is transferred from Revaluation Reserve to Profit and Loss Account.<br />

Intangible Assets<br />

i) Intangible Assets :- 95% value of the Computer Software, Technical Knowhow and License Fee is amortised. Computer Software<br />

is amortised on SLM @ 16.21% per year. License Fee is amortised on SLM over a period of three years.<br />

V) Investments<br />

Long Term Investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary in the<br />

value. Current Investments are valued at cost or fair value which ever is lower.<br />

VI)<br />

Inventories<br />

Finished Goods and Work-in-process are valued at lower of cost or net realisable value. Cost for own Manufactured goods comprise<br />

of materials, labour and other appropriate overheads and is calculated on the basis which is appropriate to the business carried on<br />

by the Company.<br />

Raw materials, components, stores and spares are valued at lower of cost or net realisable value. Cost of inventory is arrived at on<br />

Weighted Average Method and include the taxes and duties other than those recoverable from taxing authorities and other expenses<br />

incurred for procuring the same.<br />

Scrap and unserviceable and obsolete stocks are valued at estimated realisable value.<br />

Excise duty is considered as an element of cost.<br />

VII) Foreign Currency Transactions<br />

Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign currency<br />

monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon and also on the<br />

exchange differences on settlement of the foreign currency transaction during the year are recognised as income or expenses and<br />

are adjusted to the Profit and Loss Account.<br />

VIII) Revenue Recognition<br />

a) All expenses and incomes are accounted on mercantile basis except otherwise stated.<br />

92 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

b) Revenue from sale of goods and services is recognised upon passage of title and rendering of services to the customers which<br />

generally coincides with delivery.<br />

c) Insurance and other claims to the extent considered recoverable are accounted for in the year of claim. However, claims and<br />

refunds whose recovery can not be ascertained with reasonable certainty are accounted for on acceptance / actual receipt basis.<br />

d) Sales are inclusive of Excise Duty less Return / Shortage / Rebates, if any and net of VAT.<br />

IX) Employee Benefits (see note – 8)<br />

Liabilities in respect of employee benefits are provided for as follows :-<br />

A) Deferred Benefit Plans<br />

Leave salary of employees on the basis of actuarial valuation by adopting Projected Unit Credit Method as at the year end.<br />

Gratuity Liability is provided for as per actuarial valuation by adopting Projected Unit Credit Method at the year end. This scheme<br />

is maintained and administered by an Insurer to which the trustees make periodic contributions.<br />

B) Deferred Contribution Plans<br />

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

C) Actuarial gain / losses, if any, are immediately recognised in the profit and loss account.<br />

X) Borrowing Costs<br />

Borrowing cost that are attributable to the acquisition / construction of fixed assets are capitalised as part of the cost of respective<br />

assets. Other borrowing costs are recognised as an expense in the year in which they are incurred.<br />

XI)<br />

Earning per Share (EPS)<br />

The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax (and includes the post tax effect of<br />

any extra ordinary items). The number of shares used in computing basic EPS is weighted average number of shares outstanding<br />

during the year.<br />

XII) Taxation<br />

Tax expense for the year, comprising current tax and deferred tax is included in determining the net profit for the year.<br />

A provision is made for the current tax based on tax liability computed in accordance with relevant tax rates and tax laws. A provision<br />

is made for deferred tax for all timing differences arising between taxable income and accounting income at currently enacted tax<br />

rates.<br />

Deferred tax assets are recognised only if there is virtual certainty that they will be realised and are reviewed for the appropriateness<br />

of their respective carrying values at each balance sheet date.<br />

XIII) Provision, Contingent Liabilities and Contingent Assets<br />

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result<br />

of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor disclosed<br />

in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.<br />

(Amount in Rupees)<br />

<strong>2008</strong>-09 2007-08<br />

2. Contingent liabilities not provided for<br />

a) Income Tax demand against which Company has preferred an appeal 5,87,260 5,87,260<br />

b) Surety given to sales tax department on behalf of :<br />

- Holding Company, <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited 50,00,000 50,00,000<br />

c) Bonds executed in favour of Central Excise Department 1,000 1,000<br />

d) Pending Capital Orders 1,36,358 9,49,296<br />

- Advance Given – 6,05,354<br />

e) Corporate Guarantee given on behalf of Somany Foam Limited 32,35,00,000 32,35,00,000<br />

<strong>2008</strong>-09 2007-08<br />

3. Sundry Debtors include :<br />

- Due from holding Company, <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited 7,79,07,922 6,58,57,690<br />

(Maximum balance: Rs 8,16,19,797)<br />

<strong>Glass</strong> Equipment (India) Limited | 93


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

4. Salaries, Wages, Bonus include : (Amount in Rupees)<br />

<strong>2008</strong>-09 2007-08<br />

a) Provision for Bonus 32,52,426 26,12,844<br />

b) Gratuity paid 10,93,842 14,57,565<br />

5. Miscellaneous Expenses include :<br />

<strong>2008</strong>-09 2007-08<br />

a) Directors’ Travelling Expenses 1,62,200 1,54,089<br />

b) Professional Fees 35,49,484 63,36,988<br />

c) Charity & Donation 5,00,000 –<br />

d) Payment to statutory Auditors :<br />

- Audit Fees 31,000 31,000<br />

- Tax Audit Fees 10,000 10,000<br />

- Certification Work 2,000 –<br />

- Reimbursement of Expenses 15,655 2,280<br />

6. a) Directors’ Remuneration include :<br />

<strong>2008</strong>-09 2007-08<br />

i) Salary 17,25,000 17,25,000<br />

ii) HRA 10,35,000 10,35,000<br />

iii) Contribution to Provident Fund & other Funds 2,07,000 2,07,000<br />

iv) Provision for Gratuity 71,875 1,28,125<br />

v) Medical Expenses Reimbursement – 1,35,629<br />

vi) LTA 22,163 11,881<br />

vii) Directors’ Fee 15,600 1,200<br />

30,76,638 32,43,835<br />

b) Computation of Net Profit under Section 198 read with Section 349 of the Companies Act, 1956 and commission payable<br />

to Directors :<br />

<strong>2008</strong>-09 2007-08<br />

Net Profit as per Profit & Loss Account 4,25,85,773 2,32,22,164<br />

Add: Depreciation 75,11,057 84,10,910<br />

Directors’ Remuneration 30,76,638 32,43,835<br />

5,31,73,468 3,48,76,909<br />

Less: Depreciation under Section 350 of the Companies Act, 1956 75,11,057 84,10,910<br />

4,56,62,411 2,64,65,999<br />

7. As per Accounting Standard 15 “Employee Benefits”, the disclosures of employee benefits as defined in the Accounting Standard are<br />

given below :<br />

i) The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (Accounting Standards)<br />

Rules, 2006, are given below :<br />

Defined Contribution Scheme<br />

Contribution to Defined Contribution Plan, recognised for the year are as under :<br />

(Rs in lacs)<br />

Employer’s Contribution to Provident Fund 11.98<br />

Employer’s Contribution to Pension Fund 9.65<br />

The guidance on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard<br />

Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employer<br />

needs to be treated as “Defined Benefit Plan”. According to the Management, in consultation to the actuary it is not practical or feasible<br />

to actuarially value the provident liability in the absence of any guidance from Actuarial Society of India and also due to the fact that<br />

the rate of interest as notified by the Government can vary annually. Accordingly, the Company is currently not in a position to provide<br />

other related disclosure as required by the aforesaid AS-15 read with ASB guidance. However, with regard to the position of the fund<br />

and confirmation to the trustees of such fund, there is no shortfall as at year end.<br />

94 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

Defined Benefit Plan<br />

The Employee’s gratuity fund scheme managed by Birla Sun Life Insurance is a defined benefit plan. The present value of obligation is<br />

determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise<br />

to additional unit of employee benefit entitlement and measures unit separately to build up the final obligation. The obligation for leave<br />

encashment is recognised in the same manner as gratuity.<br />

I) Change in the present value of the Defined Benefit obligation representing reconciliation of opening and closing balances thereof<br />

are as follows :<br />

Gratuity Leave Encashment<br />

Funded Unfunded<br />

Liability at beginning of the year 90.78 5.46<br />

Current Service Cost 6.61 1.43<br />

Interest Cost 6.53 0.32<br />

Actuarial (Gain) / Loss (6.72) 1.10<br />

Benefits Paid 7.33 2.30<br />

Liability at the end of the year 89.87 6.02<br />

II) Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows :<br />

(Rs in lacs)<br />

Gratuity<br />

(Funded)<br />

Fair value of plan assets at the beginning of the year 87.56<br />

Expected return on plan assets 7.01<br />

Actuarial Gain / (Loss) (19.00)<br />

Employer contribution 5.05<br />

Benefits paid 7.33<br />

Fair value of plan assets at the end of the year 73.29<br />

III) Expense recognised in the Income statement (Under the head “Salaries, Wages, Gratuity & Bonus” – Refer Schedule – Q.<br />

Gratuity Leave Encashment<br />

Funded Unfunded<br />

Current Service Cost 6.61 1.43<br />

Interest Cost 6.53 0.32<br />

Expected Return on Plan Assets 7.01 –<br />

Net Actuarial (Gain) / Loss to be recognised 12.28 1.10<br />

Expenses recognised in Profit and Loss Account 18.42 2.86<br />

IV) Balance Sheet reconciliation<br />

Gratuity Leave Encashment<br />

Funded Unfunded<br />

Opening Net Liability 3.21 5.46<br />

Expenses as above 18.42 2.86<br />

Employers contribution 5.05 2.30<br />

Amount Recognised in Balance Sheet 16.59 6.02<br />

V) Compensated Absences<br />

The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the Company as<br />

at March 31, 2009 is Rs 6.02 lacs.<br />

<strong>Glass</strong> Equipment (India) Limited | 95


Schedules forming part of the Accounts<br />

Schedule – S NOTES (Contd.)<br />

VI) Principal Actuarial assumptions at the Balance Sheet<br />

Gratuity Leave Encashment<br />

Funded Unfunded<br />

Mortality Table LICI 1994-1996 LICI 1994-1996<br />

Discount Rate (per annum) 7.50% 7.50%<br />

Expected rate of return on plan assets (per annum) 8.00% –<br />

Rate of escalation in salary (per annum) 5.00% 5.00%<br />

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other<br />

relevant factors including supply and demand in the employment market. The above information is certified by the actuary.<br />

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets<br />

held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.<br />

The contributions expected to be made by the Company for the year <strong>2008</strong>-2009 is yet to be determined.<br />

(Amount in Rupees)<br />

As on 31.03.2009 As on 31.03.<strong>2008</strong><br />

8. a) Plant and Machinery were revalued by an approved valuer, on March 31, <strong>2008</strong> by using 4,19,60,656 4,99,95,753<br />

residual replacement value method. Accordingly, net amount transferred to<br />

Revaluation Reserve Account.<br />

b) Depreciation transferred from Revaluation Reserve Account to Profit & Loss Account. 83,12,970 –<br />

9. Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of<br />

the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in<br />

payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date.<br />

10. Stores and Spares consumption includes partly for repairs and replacement less directly capitalised.<br />

11. Profit and / or Loss on sales of raw materials and stores remains adjusted in consumption.<br />

12. Earning Per Share<br />

As on 31.03.2009 As on 31.03.<strong>2008</strong><br />

Net Profit attributable to Shareholders 2,79,53,684 1,57,44,972<br />

Weighted average number of equity shares 26,400 26,400<br />

Basic earning per share of Rs 100/- each 1059 596<br />

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share<br />

of the Company are same.<br />

13. Deferred Tax :<br />

Break up of Deferred Tax Assets and Deferred Tax Liabilities is as given below :<br />

(Amount in Rupees)<br />

Opening as on (Charge)/ Credit Closing as at<br />

01.04.<strong>2008</strong> during the year 31.03.2009<br />

Deferred Tax Assets<br />

Expenses charged in the financial statement but allowable as deduction 31,53,457 (3,94,845) 27,58,612<br />

in future years under Income Tax Act.<br />

Expenditure allowable on payment basis. 4,30,200 (1,658) 4,28,542<br />

Total Deferred Tax Assets 35,83,657 (3,96,503) 31,87,154<br />

Deferred Tax Liabilities<br />

Depreciation and related items 73,03,446 (10,98,914) 62,04,532<br />

Total Deferred Tax Liabilities 73,03,446 (10,98,914) 62,04,532<br />

Net Deferred Tax Liabilities 37,19,789 (7,02,411) 30,17,378<br />

14. The Company’s exclusive business is manufacturing and selling of I.S. <strong>Glass</strong> Forming Machines and its Spares & Accessories and as such<br />

in the opinion of the management this is the only reportable segment, as per Accounting Standard – 17 on Segment <strong>Report</strong>ing, issued<br />

by the “The Institute of Chartered Accountants of India”.<br />

96 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

15. Information pursuant to paragraphs 3 & 4 of Part II of Schedule VI of the Companies Act, 1956.<br />

A) Capacity & Actual Production :<br />

Class of Goods Units (a) *<br />

Licenced Installed Actual<br />

Capacity Capacity Production<br />

<strong>Glass</strong> Manufacturing Machine Nos 10 7 –<br />

(10) (7) (–)<br />

Feeder, Accessories & Spares (b) Nos 15 7 –<br />

(15) (7) (–)<br />

<strong>Glass</strong> Ceramic Decorating Machines, Accessories & Spare Parts Nos 12 12 –<br />

(12) (12) (–)<br />

Fully Automatic Tile Press Nos 10 10 –<br />

(10) (10) (–)<br />

Tile Loading Equipment Nos 10 10 –<br />

(10) (10) (–)<br />

Tile Sorting & Packing Equipment Nos 15 15 –<br />

(15) (15) (–)<br />

I.S. Machine Conversion Nos 10 10 5<br />

(10) (10) (3)<br />

Bottle Inspection & Packing Machine Nos 10 10 –<br />

(10) (10) (–)<br />

Conveyor, Single Liners, Ware Transfer, Accessories & Spares Nos 10 10 12<br />

(10) (10) (7)<br />

Annealing / Decorating Lehr Nos 5 5 –<br />

(5) (5) (–)<br />

Motor Driven Press & Fire Finishing Machine Nos 5 5 –<br />

(5) (5) (–)<br />

a) Company has been further permitted to manufacture Filter Presses and Ball Mills (Ceramic Machinery) worth Rs 30 Lacs per annum<br />

within its total licenced capacity of 10 <strong>Glass</strong> Manufacturing Machine and 15 Feeders and Spares and Accessories.<br />

b) The Industrial Licence covers manufacturing of accessories and spares. Since capacity thereof has not been specified in the industrial<br />

licence, information of installed capacity and actual production are not given.<br />

* As Certified by the management<br />

B) Purchases, Stocks and Sales :<br />

(Amount in Rupees)<br />

Opening Stock Purchase Closing Stock Sales ***<br />

Class of Goods Unit Qty. Value Qty. Value Qty. Value Qty. Value<br />

Feeder, Accessories & Spares Nos – – – – – – – –<br />

(–) (–) (–) (–) (–) (–) (–)<br />

I.S. Machine / Conversion Nos – – – – – – 5 5,01,80,409<br />

(–) (–) (–) (–) (–) (–) (3) (4,47,64,564)<br />

Conveyor, Single Liners, Ware Nos – – – – – – 12 2,58,02,046<br />

Transfer, Accessories & Spares (–) (–) (–) (–) (–) (–) (7) (83,72,285)<br />

Spares & Accessories Nos – * 6,43,45,924 – * 11,02,52,582 – ** 7,57,74,389 – 21,09,79,183<br />

(–) (5,19,76,432) (–) (6,84,66,579) (–) (6,43,45,924) (–) (14,66,99,722)<br />

Service Revenue – – – – – – – 23,08,856<br />

(–) (–) (–) (–) (–) (–) (–) (42,77,845)<br />

Others – – – – – – – 3,08,573<br />

(–) (–) (–) (–) (–) (–) (–) (5,54,038)<br />

* Includes cost of spares and accessories Rs 8,30,00,268 (Previous year Rs 3,62,42,145) taken for departmental use.<br />

** Includes finished stock of spares and accessories Rs 2,14,09,434 (Previous year Rs 1,43,17,069).<br />

*** Sales are inclusive of Excise Duty<br />

<strong>Glass</strong> Equipment (India) Limited | 97


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

C) Raw Material & Components consumed :<br />

Items Unit Quantity Rupees<br />

Castings Pcs 47,301 1,36,26,116<br />

(23,455) (73,38,720)<br />

Steels M.Ton 359 2,64,33,812<br />

(111) (1,05,81,190)<br />

Accessories & Components – – 10,59,16,481<br />

(5,40,11,062)<br />

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

D) Value of Raw Materials, Components & Spare Parts consumed (Including Sales) (As certified by the Management)<br />

<strong>2008</strong>-09 2007-08<br />

Raw Materials & Spare Parts Raw Materials & Spare Parts<br />

Components<br />

Components<br />

Rupees % Rupees % Rupees % Rupees %<br />

Imported 1,05,35,248 7 – – 1,28,54,341 18 – –<br />

Indigenous 13,54,41,161 93 1,08,92,126 100 5,90,76,630 82 72,56,211 100<br />

Total 14,59,76,409 100 1,08,92,126 100 7,19,30,971 100 72,56,211 100<br />

(Amount in Rupees)<br />

<strong>2008</strong>-09 2007-08<br />

E) CIF Value of Imports<br />

- Spares / Components 6,21,823 2,05,08,532<br />

F) Expenditure in Foreign Currency<br />

- Travelling 48,975 8,270<br />

- Bank Charges 1,744 –<br />

G) FOB Value of Export 16,88,537 14,27,639<br />

H) Figures in brackets represent previous year figures.<br />

J) Related Party Disclosure :-<br />

Related Party disclosure as identified by the management in accordance with the Accounting Standard 18 issued by the Institute of<br />

Chartered Accountants of India (“ICAI”) and effective from April 1, 2001.<br />

a) Name of the related parties where control exists – Holding Company<br />

• <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited<br />

b) Other related parties and nature of relationship with whom the Company had transactions<br />

• Fellow Subsidiary :-<br />

- Quality Minerals Limited<br />

• Entities over which Directors and their relatives have influence<br />

- HNG International Limited<br />

- Somany Foam Limited<br />

• Directors and Relatives<br />

- Mr C.K. Somany – Chairman<br />

98 | <strong>Glass</strong> Equipment (India) Limited


Schedules forming part of the Accounts<br />

Schedule – S<br />

NOTES (Contd.)<br />

Disclosure of Transactions between The Group & Related parties and status of outstanding balances as on March 31, 2009.<br />

i) Current Year<br />

(Rs in lacs)<br />

Holding Fellow Associates Entities over Directors and<br />

Company Subsidiary which Directors their relatives<br />

and their<br />

relatives have<br />

influence<br />

Income<br />

Sales 2941.94 – – – –<br />

Services Given 25.91 – – – –<br />

Expenses<br />

Purchases 41.33 – – – –<br />

Hire Charges Paid 16.00 – – – –<br />

Remuneration Given – – – – 30.61<br />

Sitting Fees Paid – – – – 0.16<br />

Interest Paid – 6.83 – – –<br />

Dividend Paid 26.40 – – – –<br />

Services Taken – – – – –<br />

Borrowings – 65.00 – – –<br />

Investments – – – 0.27 –<br />

Guarantee/Corporate Guarantee :-<br />

- Given 50.00 – – 3235.00 –<br />

Outstandings :-<br />

- Receivables 779.08 – – – –<br />

- Dividend Payable 26.40 – – – –<br />

<strong>Glass</strong> Equipment (India) Limited | 99


Schedules forming part of the Accounts<br />

Schedule – S NOTES (Contd.)<br />

ii) Previous Year<br />

(Rs in lacs)<br />

Holding Fellow Associates Entities over Directors and<br />

Company Subsidiary which Directors their relatives<br />

and their<br />

relatives have<br />

influence<br />

Income<br />

Sales 1616.42 – 442.74 – –<br />

Services Given 4.85 – 43.21 – –<br />

Interest Received – – – 9.98 –<br />

Expenses<br />

Purchases 8.90 – – – –<br />

Hire Charges Paid 16.00 – – – –<br />

Remuneration Given – – – – 32.43<br />

Sitting Fees Paid – – – – 0.01<br />

Interest Paid – 6.83 – – –<br />

Dividend Paid 0.26 – – – –<br />

Services Taken – – 0.03 – –<br />

Borrowings – 65.00 – – –<br />

Investments – – – 4.73 –<br />

Guarantee/Corporate Guarantee :-<br />

- Given 50.00 – – 3235.00 –<br />

- Taken 381.00 – – – –<br />

Outstandings :-<br />

- Receivables 658.58 – – – –<br />

- Dividend Payable 26.40 – – – –<br />

16. Previous year figures have been re-grouped or re-arranged where ever considered necessary.<br />

17. Schedule A to S form an integral part of Balance Sheet and Profit & Loss Account.<br />

Signature to Schedule A to S<br />

As per our report of even date<br />

For Krishan Somani & Associates<br />

Chartered Accountants<br />

Krishan Somani Bharat Somany C.K. Somany<br />

Proprietor Director Chairman<br />

417, Laxmi Tower, Commercial Complex,<br />

Azadpur, Delhi - 110033<br />

May 23, 2009<br />

100 | <strong>Glass</strong> Equipment (India) Limited


Balance Sheet Abstract<br />

Statement Pursuant to Part IV of Schedule VI to the Companies Act, 1956<br />

Balance Sheet Abstract and the Company’s General Business Profile<br />

I. Registration Details<br />

Registration No.<br />

0 6 5 5 9 5<br />

State Code<br />

2 1<br />

Balance Sheet Date<br />

3 1 0 3<br />

2 0 0 9<br />

II.<br />

Capital Raised during the year (Amount in Rs Thousands)<br />

Public Issue<br />

N I L<br />

Right Issue<br />

N I L<br />

Bonus Issue<br />

N I L<br />

Private Placement<br />

N I L<br />

III. Position of Mobilisation and Deployment of Funds (Amount in Rs Thousands)<br />

Total Liabilities<br />

3 3 6 4 0 2<br />

Sources of Funds<br />

Paid-Up Capital<br />

Secured Loans<br />

Deferred Tax Liability<br />

Application of Funds<br />

Net Fixed Assets<br />

Net Current Assets<br />

IV. Performance of Company (Amount in Rs Thousands)<br />

Net Income<br />

2 8 7 5 6 3<br />

+ – Profit/Loss before Tax<br />

√ 4 2 5 8 6<br />

(Please tick Appropriate box + for Profit, – for Loss)<br />

Earning per Share in Rs<br />

2 6 4 0<br />

2 8 0 4 2<br />

3 0 1 7<br />

7 5 1 0 0<br />

1 7 4 0 2 7<br />

Accumulated Losses<br />

N I L<br />

1 0 5 9<br />

Total Assets<br />

3 3 6 4 0 2<br />

Reserves and Surplus<br />

2 0 8 9 5 5<br />

Unsecured Loans<br />

6 5 0 0<br />

Investments<br />

2 7<br />

Misc. Expenditure<br />

N I L<br />

Total Expenditure<br />

2 4 4 9 7 7<br />

+ – Profit/Loss after Tax<br />

√ 2 7 9 5 4<br />

Dividend (%)<br />

1 0 0<br />

V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)<br />

Item Code No. (ITC code)<br />

As per our report of even date<br />

For Krishan Somani & Associates<br />

Chartered Accountants<br />

Product Descriptions<br />

8 4 7 5 1 0 0 0 G L A S S F O R M I N G M A C H I N E<br />

Item Code No. (ITC code)<br />

Product Descriptions<br />

8 4 7 5 9 0 0 0 S P A R E S & A C C E S S O R I E S<br />

Item Code No. (ITC code)<br />

Product Descriptions<br />

N . A . O V E R H A U L I N G & S E R V I C E S<br />

Krishan Somani Bharat Somany C.K. Somany<br />

Proprietor Director Chairman<br />

417, Laxmi Tower, Commercial Complex,<br />

Azadpur, Delhi - 110033<br />

May 23, 2009<br />

<strong>Glass</strong> Equipment (India) Limited | 101


Directors’ <strong>Report</strong><br />

To the Shareholders of<br />

QUALITY MINERALS LTD.<br />

Your Directors have pleasure in presenting the Thirty Fifth Annual<br />

<strong>Report</strong> together with Audited Accounts for the year ended March<br />

31, 2009.<br />

Financial Highlights<br />

(Amount in Rupees)<br />

Year ended Year ended<br />

31.03.2009 31.03.<strong>2008</strong><br />

Gross Sales 2,62,65,959 2,37,05,689<br />

Profit before Interest,<br />

Depreciation & Tax 30,90,882 17,27,358<br />

Depreciation 18,145 20,151<br />

Profit Before Tax 30,72,737 17,07,207<br />

Provision for Current Tax 9,55,400 580856<br />

Provision for Fringe Benefit Tax 2722 558<br />

Provision for Deferred Tax 2,861 2,488<br />

Provision for Income Tax for<br />

earlier years 10,110 70,757<br />

Profit After Tax 21,04,094 10,52,548<br />

Balance brought forward from<br />

previous year 1,23,12,820 1,12,60,272<br />

Balance carried forward to next year 1,44,16,914 1,23,12,820<br />

Working Review<br />

The Company is solely in the business of supply of Feldspar Powder. The<br />

Feldspar Lumps purchased from mines are grinded through job workers<br />

and the powder so produced is supplied. The sales of the Company was<br />

higher at Rs 262.66 Lacs as against Rs 237.06 Lacs in the previous year.<br />

Your Directors are optimistic about current year’s performance.<br />

Dividend<br />

The Directors do not recommend any dividend for the year and the<br />

entire profit is to be carried forward.<br />

Fixed Deposit<br />

The Company has not accepted any deposits from the public within<br />

the meaning of Section 58A of the Companies Act, 1956 and as<br />

such no amount of principal or interest was outstanding as of the<br />

Balance Sheet date.<br />

Directors<br />

Shri D.D. Taparia retires by rotation from the Board of Directors of<br />

the Company at the ensuing Annual General Meeting and being<br />

eligible offers himself for re-appointment.<br />

Auditors’ <strong>Report</strong><br />

The Notes on Accounts, as referred to in the Auditors’ <strong>Report</strong> are<br />

self-explanatory and therefore, do not call any further comments.<br />

Auditors<br />

The Auditors M/s J.M.Vyas & Company, Chartered Accountants, Jaipur,<br />

retire at the ensuing Annual General Meeting and being eligible, offer<br />

themselves for re-appointment.<br />

Particulars of Employees<br />

There are no employees covered under section 217(2A) of the<br />

Companies Act, 1956, read with Companies (Particulars of<br />

Employees) Rules, 1975.<br />

Conservation of Energy & Technology Absorption & Foreign<br />

Exchange Earnings & Outgo.<br />

A) Conservation of Energy<br />

Our Operations are not energy intensive. The Company has no<br />

direct consumption of Power and Fuel.<br />

B) Technology Absorption<br />

Not Applicable<br />

C) Foreign Exchange Earnings & Outgo<br />

The Company has neither any Foreign Exchange earning nor<br />

outgo.<br />

Directors’ Responsibility Statement Pursuant to Section 217<br />

(2AA) of the Companies Act, 1956.<br />

Your Directors hereby confirm :<br />

- That in the preparation of annual accounts, the applicable<br />

accounting standards have been followed along with proper<br />

explanation relating to material departures.<br />

- That the Directors had selected such accounting policies and<br />

applied them consistently and made judgments and estimates that<br />

are reasonable and prudent so as to give a true and fair view of the<br />

state of affairs of the Company at the end of the financial year<br />

ended on March 31, 2009 and of the profit of the Company for<br />

the year ended March 31, 2009.<br />

- That the Directors have taken proper and sufficient care for the<br />

maintenance of adequate accounting records in accordance with<br />

the provisions of the Act for safeguarding the assets of the<br />

Company and for preventing and detecting fraud and other<br />

irregularities.<br />

- That the Directors had prepared the Annual Accounts on a going<br />

concern basis.<br />

Acknowledgement<br />

Your Directors place on record their grateful appreciation for the<br />

continued support , assistance and co-operation received from<br />

Central & State Governments, Banks, Suppliers, Customers and<br />

Business Associates.<br />

Your Directors aslo wish to place on record their deep sense of<br />

appreciation for the committed services by your Company’s<br />

employees.<br />

Registered Office<br />

On behalf of the Board of Directors<br />

W-27, Greater Kailash II,<br />

New Delhi – 110048.<br />

Delhi (Amita Somany) (D.D. Taparia)<br />

June 1, 2009 Managing Director Director<br />

102 | Quality Minerals Limited


Auditors’ <strong>Report</strong><br />

The Members,<br />

QUALITY MINERALS LIMITED<br />

1. We have audited the attached Balance Sheet of M/s QUALITY<br />

MINERALS LIMITED as at March 31, 2009 and Profit & Loss<br />

Account and the Cash Flow Statement for the year ended on<br />

that date. These financial statements are the responsibility of<br />

the Company’s management. Our responsibility is to express an<br />

opinion on these financial statements based on our audit.<br />

2. We conducted our audit in accordance with accounting<br />

standards generally accepted in India. Those standards require<br />

that we plan and perform the audit to obtain reasonable<br />

assurance about whether the financial statements are free of<br />

material misstatement. An audit includes examining, on test<br />

basis, evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the<br />

accounting principles used and significant estimates made by<br />

the management, as well as evaluating the overall financial<br />

statement presentation. We believe that our audit provides a<br />

reasonable basis for our opinion.<br />

3. As required by the Companies (Auditors’ <strong>Report</strong>) Order, 2003<br />

issued by the Central Government in terms of Section 227 (4A)<br />

of the Companies Act, 1956 we annex hereto a statement on<br />

the matters specified in paragraphs 4 and 5 of the said Order.<br />

dealt with by this report comply with the Accounting<br />

Standards referred to in sub-section (3C) of Section 211 of<br />

the Companies Act, 1956 to the extent possible.<br />

e) On the basis of written representations received from the<br />

Directors as on March 31, 2009 and taken on record by the<br />

Board of Directors, we report that none of the Directors is<br />

disqualified as on March 31, 2009 from being appointed as<br />

a Director in terms of clause(g) of sub-section (i) of Section<br />

274 of the Companies Act, 1956.<br />

f) In our opinion and to the best of our information and<br />

according to the explanations given to us the said accounts<br />

give the information required by the Companies Act, 1956<br />

in the manner so required and read with ‘Notes On<br />

Accounts’ (Schedule P) give a true and fair view in<br />

conformity with the accounting principles generally<br />

accepted in India.<br />

g) There is no amount of Cess payable under section 441A of<br />

the Companies Act, 1956.<br />

i) in the case of the Balance Sheet, of the state of affairs<br />

of the Company as at March 31, 2009; and<br />

4. Further to our comments in the Annexure referred to above, we<br />

report that:<br />

a) We have obtained all the information and explanations<br />

which to the best of our knowledge and belief were<br />

necessary for the purpose of our audit<br />

b) In our opinion proper books of account as required by law<br />

have been maintained by the Company so far as appears<br />

from our examination of such books.<br />

ii)<br />

ii)<br />

in the case of the Profit & Loss Account of the Company<br />

of the PROFIT for the year ended on that date; and<br />

in the case of the Cash Flow Statement, of the cash<br />

flows for the year ended on that date.<br />

For and on behalf of<br />

J.M. Vyas & Co.<br />

Chartered Accountants,<br />

c) The Balance Sheet and Profit & Loss Account dealt with by<br />

this report are in agreement with the books of accounts.<br />

d) In our opinion, the Balance Sheet, the Profit & Loss Account<br />

Jaipur<br />

June 1, 2009<br />

J. M. Vyas<br />

Partner<br />

Quality Minerals Limited | 103


Statement of matters specified by the Companies (Auditors <strong>Report</strong> ) Order 2003 relating to the<br />

financial year ended March 31, 2009<br />

QUALITY MINERALS LIMITED<br />

i) a) The Company has maintained proper records showing full<br />

particulars, including quantitative details and situation of<br />

fixed assets.<br />

b) The fixed assets have been physically verified by the<br />

management during the year. In our opinion, the<br />

frequency of verification is reasonable having regard to the<br />

size of the Company and the nature of its assets. The<br />

discrepancies reported on such verification were not<br />

material and have been properly dealt with in the books of<br />

account.<br />

c) None of the fixed assets have been sold during the year.<br />

iv)<br />

d) There are no overdue amounts of more than rupees one<br />

lac.<br />

e) The Company has not taken any loans, secured or<br />

unsecured from companies, firms or other parties covered<br />

in the register maintained under Section 301 of the<br />

Companies Act, 1956.<br />

There are adequate internal control system commensurate<br />

with the size of the Company and the nature of its business for<br />

the purchase of inventory and fixed assets and for the sale of<br />

goods and services. There is no continuing failure to correct<br />

major weakness in internal control system.<br />

ii) a) The management has conducted physical verification of<br />

inventory at reasonable intervals.<br />

b) In our opinion, the procedures followed by the<br />

management for such physical verification are reasonable<br />

and adequate in relation to size of the Company and<br />

nature of its business.<br />

c) The Company is maintaining proper records of inventory.<br />

The discrepancies noticed on verification between physical<br />

inventories and the book records were not material in<br />

relation to the operation of the Company and the same<br />

have been properly dealt with in the books of account.<br />

iii) a) The Company has not granted any loans, secured or<br />

unsecured to companies, firms or other parties covered in<br />

the register maintained under Section 301 of the<br />

Companies Act, 1956 except one party. The maximum<br />

balance outstanding during the year was Rs 65,00,000/-<br />

(previous year Rs 65,00,000/-) and the amount was<br />

repayable on demand.<br />

v) a) Based on the audit procedures applied by us and<br />

according to the information and explanations provided<br />

by the management, we are of the opinion that all<br />

transactions that need to be entered into the register in<br />

pursuance of Section 301 of the Companies Act, 1956<br />

have been so entered.<br />

vi)<br />

vii)<br />

b) Based on the information and explanations given to us, it<br />

is our opinion that these transactions have been made at<br />

reasonable prices having regard to the prevailing market<br />

prices at the relevant time.<br />

In our opinion and according to the information and<br />

explanations given to us, the Company has not accepted any<br />

deposits from the public within the meaning of Section 58A<br />

and 58AA of the Companies Act, 1956 and the rules framed<br />

there under.<br />

The Company has an internal audit system, which in our<br />

opinion commensurate with the size and nature of its<br />

business.<br />

b) In our opinion, the rate of interest and other terms and<br />

conditions of the loan granted by the Company, are prima<br />

facie not prejudicial to the interest of the Company.<br />

c) The receipt of interest and principal amount was regular.<br />

viii)<br />

As informed to us, the maintenance of cost records has not<br />

been prescribed by the Central Government under<br />

Section 209(1)(d) of the Companies Act, 1956, in respect of<br />

the activities carried on by the Company.<br />

104 | Quality Minerals Limited


ix) a) The Company is regular in depositing the statutory dues<br />

including Provident Fund, Investor Education and<br />

Protection Fund, Employees State Insurance, Income tax,<br />

Sales tax, Wealth tax, Customs duty, Excise duty and other<br />

statutory dues with the appropriate authorities.<br />

xviii) The Company has not made any preferential allotment of<br />

shares to the parties or companies covered under Section 301<br />

of the Companies Act, 1956, during the year.<br />

xix)<br />

The Company has not issued any debentures.<br />

b) According to the information and explanations given to<br />

us, there are no dues of Sales tax, Income tax, Customs<br />

Duty, Wealth tax, Excise duty outstanding on account of<br />

any dispute.<br />

x) The Company has no accumulated losses at the end of<br />

financial year and it has not incurred any cash losses in the<br />

current and immediately preceding financial year.<br />

xi)<br />

The Company has not defaulted in the repayment of dues to<br />

any financial institution, bank or debenture holders.<br />

xx)<br />

xxi)<br />

The Company has not raised any money through a public issue<br />

during the year.<br />

Based upon the audit procedures performed and the<br />

information and explanations given to us by the management,<br />

we report that no fraud on or by the Company has been<br />

noticed or reported during the year.<br />

For and on behalf of<br />

J.M. Vyas & Co.<br />

Chartered Accountants,<br />

xii)<br />

The Company has not granted any loan and advances on the<br />

basis of security by way of pledge of shares, debentures and<br />

other securities.<br />

Jaipur<br />

June 1, 2009<br />

J. M. Vyas<br />

xiii)<br />

The provisions of any special statute applicable to chit are not<br />

applicable in respect of nidhi / mutual benefit fund/societies.<br />

Partner<br />

xiv)<br />

In our opinion the Company has maintained proper records<br />

of the transactions and contracts of the investments dealt in by<br />

the Company and timely entries have been made therein. The<br />

investments made by the Company held in its own name.<br />

xv)<br />

The Company has not given any guarantees for loans taken by<br />

others from banks or financial institutions.<br />

xvi)<br />

The Company has not obtained any term loans.<br />

xvii) On the basis of an overall examination of the balance sheet<br />

and the information and explanations given to us, we report<br />

that the Company has not utilised any funds raised on short<br />

term basis for long term investments and vice-versa.<br />

Quality Minerals Limited | 105


Balance Sheet As at March 31, 2009<br />

(Amount in Rupees)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

SOURCES OF FUNDS<br />

Shareholders' Funds<br />

Share Capital A 941,000 9,41,000<br />

Reserves and Surplus B 1,44,73,742 1,23,69,648<br />

1,54,14,742 1,33,10,648<br />

Deferred Tax Assets/Liabilities (Net) 34,918 32,057<br />

Total 1,54,49,660 1,33,42,705<br />

APPLICATION OF FUNDS<br />

Fixed Assets<br />

C<br />

Gross Block 5,37,529 5,37,529<br />

Less: Depreciation 3,16,477 2,98,332<br />

Net Block 2,21,052 2,39,197<br />

Investments D 1,20,000 1,20,000<br />

Current Assets, Loans and Advances<br />

Current Assets<br />

Inventories E 5,28,859 4,34,518<br />

Sundry Debtors F 63,88,923 56,95,224<br />

Cash and Bank Balances G 21,52,374 26,99,759<br />

Loans and Advances and Other Current Assets H 86,08,510 90,67,145<br />

1,76,78,666 1,78,96,646<br />

Less<br />

Current Liabilities and Provisions<br />

Current Liabilities I 16,08,141 30,91,725<br />

Provisions J 9,61,917 18,21,413<br />

25,70,058 49,13,138<br />

Net Current Assets 1,51,08,608 1,29,83,508<br />

Total 1,54,49,660 1,33,42,705<br />

Significant Accounting Policies and Notes on Accounts<br />

P<br />

The Schedules referred to above form an integral part of Balance Sheet<br />

As per our report of even date<br />

For J.M. Vyas & Co.<br />

Chartered Accountants<br />

For Quality Minerals Ltd.<br />

J.M. Vyas D.D. Taparia Amita Somany<br />

Partner Director Managing Director<br />

Jaipur<br />

June 1, 2009<br />

106 | Quality Minerals Limited


Profit and Loss Account For the year ended March 31, 2009<br />

(Amount in Rupees)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

INCOME<br />

Sales (Gross) K 2,62,65,959 2,37,05,689<br />

Less : Excise Duty – –<br />

2,62,65,959 2,37,05,689<br />

Other Income L 7,85,172 7,94,076<br />

Increase / (Decrease) in Stock M 94,341 (27,416)<br />

2,71,45,472 2,44,72,349<br />

EXPENDITURE<br />

Materials N 1,55,31,514 1,54,04,861<br />

Manufacturing and Other Expenses O 85,23,076 73,40,130<br />

2,40,54,590 2,27,44,991<br />

Profit before Depreciation, Interest and Tax 30,90,882 17,27,358<br />

Depreciation 18,145 20,151<br />

Profit before Tax 30,72,737 17,07,207<br />

Less : Provision for Income Tax<br />

- Current Tax 9,55,400 5,80,856<br />

- Fringe Benefit Tax 272 558<br />

- Deferred Tax 2,861 2,488<br />

- Income Tax of Earlier years 10,110 70,757<br />

Profit after Tax 21,04,094 10,52,548<br />

Add : Balance brought forward from last year 1,23,12,820 1,12,60,272<br />

Balance carried to the Balance Sheet 1,44,16,914 1,23,12,820<br />

Basic and Diluted Earning Rs per Share 223.60 111.85<br />

Significant Accounting Policies and Notes on Accounts<br />

P<br />

The Schedules referred to above form an integral part of Profit and Loss Account<br />

As per our report of even date<br />

For J.M. Vyas & Co.<br />

Chartered Accountants<br />

For Quality Minerals Ltd.<br />

J.M. Vyas D.D. Taparia Amita Somany<br />

Partner Director Managing Director<br />

Jaipur<br />

June 1, 2009<br />

Quality Minerals Limited | 107


Cash Flow Statement For the year ended March 31, 2009<br />

(Amount in Rupees)<br />

<strong>2008</strong>-09 2007-08<br />

A. CASH FLOW FROM OPERATING ACTIVITIES<br />

Net Profit before tax 3,072,737 1,707,207<br />

Adjustment for :<br />

Depreciation 18,145 20,151<br />

Interest (Net) (785,172) (793,615)<br />

Operating Profit before working capital changes 2,305,710 933,743<br />

Adjustment for :<br />

Loans and advances 458,635 (709,326)<br />

Trade receivables (693,699) (243,250)<br />

Inventories (94,341) 27,416<br />

Trade and other payables (2,343,080) 1,943,849<br />

Cash generated from operations (366,775) 1,952,432<br />

Direct Taxes paid (965,782) (652,211)<br />

Net Cash from Operating activities (1,332,557) 1,300,221<br />

B. CASH FLOW FROM INVESTING ACTIVITIES<br />

Interest received 785,172 793,615<br />

Net Cash used in Investing Activities 785,172 793,615<br />

C. CASH FLOW FROM FINANCING ACTIVITIES – –<br />

Net Changes In Cash And Cash Equivalents (547,385) 2,093,836<br />

Cash And Cash Equivalents-Opening Balance 2,699,759 605,923<br />

Cash And Cash Equivalents-Closing Balance 2,152,374 2,699,759<br />

(Represents Cash in hand and Bank balances)<br />

As per our report of even date<br />

For J.M. Vyas & Co.<br />

Chartered Accountants<br />

For Quality Minerals Ltd.<br />

J.M. Vyas D.D. Taparia Amita Somany<br />

Partner Director Managing Director<br />

Jaipur<br />

June 1, 2009<br />

108 | Quality Minerals Limited


Schedules forming part of the Accounts<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – A SHARE CAPITAL<br />

Authorised<br />

10000 Equity Shares of Rs 100/- each (Previous Year 10000 Shares of Rs 100/-each) 10,00,000 10,00,000<br />

10,00,000 10,00,000<br />

Issued, Subscribed and Paid-up<br />

9410 (Previous Year 9410) Equity shares of Rs 100/- each fully paid up 9,41,000 9,41,000<br />

9,41,000 9,41,000<br />

Schedule – B RESERVES AND SURPLUS<br />

Investment Allowance Reserve<br />

As per last Balance Sheet 56,828 56,828<br />

Profit and Loss Account<br />

Surplus as per Profit and Loss Account 1,44,16,914 1,23,12,820<br />

1,44,73,742 1,23,69,648<br />

Schedule – C FIXED ASSETS<br />

GROSS BLOCK DEPRECIATION NET BLOCK<br />

Particulars Book value at Additions Deductions/ Book value at Upto For the Deductions/ Upto As at As at<br />

01.04.<strong>2008</strong> Adjustment 31.03.2009 31.03.<strong>2008</strong> year Adjustment 31.03.2009 31.03.2009 31.03.<strong>2008</strong><br />

Building 3,55,338 – – 3,55,338 1,85,560 8,489 – 1,94,049 1,61,289 1,69,778<br />

Electricity Fittings 9,182 – – 9,182 7,622 217 – 7,839 1,343 1,560<br />

Plant & Machinery 1,73,009 – – 1,73,009 1,05,150 9,439 – 1,14,589 58,420 67,859<br />

Total 5,37,529 – – 5,37,529 2,98,332 18,145 – 3,16,477 2,21,052 2,39,197<br />

Previous Year 5,37,529 – – 5,37,529 2,78,181 20,151 – 2,98,332 2,39,197<br />

Face Value (Rs.) Nos. 31.03.2009 31.03.<strong>2008</strong><br />

Schedule – D INVESTMENTS<br />

Fully Paid-up Equity Shares<br />

Unquoted<br />

Surendra Khanij (P) Ltd. 10 12000 1,20,000 1,20,000<br />

1,20,000 1,20,000<br />

Schedule – E INVENTORIES<br />

(As valued and certified by the Management)<br />

Feldspar Lumps 5,28,859 4,34,518<br />

5,28,859 4,34,518<br />

Schedule – F SUNDRY DEBTORS<br />

(Unsecured, considered good unless otherwise stated)<br />

Debts due for a period exceeding six months – –<br />

Other Debts 63,88,923 56,95,224<br />

63,88,923 56,95,224<br />

Quality Minerals Limited | 109


Schedules forming part of the Accounts<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – G CASH AND BANK BALANCES<br />

Cash Balance on hand 57,365 1,73,813<br />

Cheques in hand 1,38,218 –<br />

Balances With Scheduled Banks<br />

in Current Accounts 9,56,791 10,25,946<br />

in Fixed Deposit Accounts 10,00,000 15,00,000<br />

21,52,374 26,99,759<br />

Schedule – H LOANS AND ADVANCES AND OTHER CURRENT ASSETS<br />

(Unsecured and Considered good)<br />

Loans<br />

To Bodies Corporate 65,00,000 65,00,000<br />

Advances recoverable in cash or in kind or for value to be received 12,13,909 15,60,632<br />

Advance Income Tax 8,94,601 10,06,513<br />

86,08,510 90,67,145<br />

Schedule – I CURRENT LIABILITIES<br />

Sundry Creditors<br />

Dues to Micro, Small & Medium Enterprises – –<br />

Others 10,21,164 25,48,295<br />

Other Liabilities 5,86,977 5,43,430<br />

16,08,141 30,91,725<br />

Schedule – J PROVISIONS<br />

For Taxation 9,55,400 18,15,227<br />

For Gratuity and Unavailed Leave 6,517 5,628<br />

For Fringe Benefit Tax – 558<br />

9,61,917 18,21,413<br />

Schedule – K SALES<br />

Feldspar Powder 2,62,65,959 2,37,05,689<br />

2,62,65,959 2,37,05,689<br />

Schedule – L OTHER INCOME<br />

Miscellaneous Receipts – 461<br />

Interest Received<br />

From Bank (TDS Rs 18,431 Previous year Rs 21,501) 1,02,672 1,11,115<br />

From Others (TDS Rs 1,54,655 Previous year Rs 1,54,655) 6,82,500 6,82,500<br />

7,85,172 7,94,076<br />

110 | Quality Minerals Limited


Schedules forming part of the Accounts<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – M INCREASE / (DECREASE) IN STOCK<br />

Closing Stock<br />

Feldspar Lumps 5,28,859 4,34,518<br />

5,28,859 4,34,518<br />

Less :<br />

Opening Stock<br />

Feldspar Lumps 4,34,518 4,61,934<br />

Increase / (Decrease) 94,341 (27,416)<br />

Schedule – N MATERIALS<br />

Raw Materials Consumed 1,55,31,514 1,54,04,861<br />

1,55,31,514 1,54,04,861<br />

Schedule – O MANUFACTURING AND OTHER EXPENSES<br />

Salaries,Wages and Bonus 2,74,793 2,19,759<br />

Miscellaneous Expenses 30,364 22,470<br />

Grinding Charges 78,83,638 67,05,789<br />

Freight Charges – 69,443<br />

Directors Remuneration 3,00,000 3,00,000<br />

Payment to Auditors :-<br />

Audit Fees 9,927 6,742<br />

Other Services 24,354 15,927<br />

85,23,076 73,40,130<br />

Schedule – P<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS<br />

A. Significant Accounting Policy<br />

1) Basis of Accounting<br />

The Company prepares its accounts under the historical cost convention on accrual basis, except otherwise stated in accordance with<br />

normally accepted accounting principles and applicable Accounting Standards in India.<br />

2) Sales<br />

Sales are recognised on dispatch of goods by the Company and are reflected in accounts at net realisable value.<br />

3) Fixed Assets & Depreciation<br />

Fixed Assets are shown at cost less depreciation. Depreciation has been charged at the rates specified in Schedule XIV to the<br />

Companies Act, 1956.<br />

4) Valuation of Inventory<br />

Raw material is valued at lower of cost or net realisable value.<br />

5) Earning per Share<br />

The earnings considered in ascertaining the Company's earning per share comprises of the net profit after tax. The number of shares<br />

used in computing basic earning per share is weighted average number of shares outstanding during the year.<br />

Quality Minerals Limited | 111


Schedules forming part of the Accounts<br />

Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

B. Notes on Accounts<br />

1) Taxation<br />

Tax expenses for the year, comprising current tax and deferred tax is included in determining the net profit for the year. A provision<br />

is made for the current tax based on tax liability computed in accordance with relevant tax rates and tax laws.<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

2) Sundry Debtors include :<br />

- Due from holding Company 63,54,829 55,41,637<br />

3) Amount paid or credited to the Auditors :<br />

Audit Fee 6,618 6,742<br />

Tax Audit Fee 3,309 –<br />

Management Services and Certification work 24,354 15,927<br />

Total 34,281 22,669<br />

4) In consonance with Accounting Standard - 22 on "Accounting for Taxes on Income" issued by “The Institute of Chartered Accountants<br />

of India”, during the year the Company has made provisions for deferred tax assets / liabilities.<br />

5) Deferred Tax:<br />

Opening Balance Charge to Profit Closing Balance<br />

& Loss Account<br />

Breakup of deferred tax assets/liabilities and reconciliation of current<br />

year deferred tax charge:<br />

Deferred Tax Liabilities:<br />

The impact of difference between carrying amount of fixed assets in<br />

the financial statements and income tax return 34,497 (645) 35,142<br />

Total (A) 34,497 (645) 35,142<br />

Deferred Tax Assets:<br />

Provision of leave encashment 2,440 (2,216) 224<br />

Total (B) 2,440 (2,216) 224<br />

Net Deferred Tax Liability Total (A - B) 32,057 (2,861) 34,918<br />

6) Related Party Transactions:<br />

The Company is controlled by <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited which owns 99.73% of the Company's shares.<br />

The following related party transactions were carried during the year:<br />

Name of the Related Party Nature of Nature of 31.03.2009 31.03.<strong>2008</strong><br />

Relationship Transaction<br />

1. <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> and Industries Ltd. Holding Company Income:<br />

Sales 26,265,959 23,705,689<br />

2. <strong>Glass</strong> Equipment (India) Ltd. Under common Income:<br />

control Interest on loan 682,500 682,500<br />

3. Smt. Amita Somany Managing Expenses<br />

Director Remuneration 300,000 300,000<br />

7) The Company's exclusive business is dealing in minerals and as such in the opinion of the management this is the only reportable<br />

segment, as per Accounting Standard 17 on Segment <strong>Report</strong>ing, issued by “The Institute of Chartered Accountants of India”.<br />

8) In view of the applicability of the provisions of Section 43 A (i) of the Companies Act, 1956, the Company has become a deemed<br />

public Company and Registrar of Companies, Rajasthan, Jaipur has already made necessary endorsement on the Certificate.<br />

112 | Quality Minerals Limited


Schedules forming part of the Accounts<br />

Schedule – P ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

9) Earning Per Share<br />

(Amount in Rupees)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Net Profit attributable to Share Holders 21,04,094 10,52,548<br />

Weighted average number of equity shares 9,410 9,410<br />

Basic earning per share of Rs 100/- each 223.60 111.85<br />

The Company does not have any outstanding dilutive potential equity shares.<br />

Consequently the basic and diluted earning per share of the Company are the same.<br />

10) Schedule A to P form an integral part of Balance Sheet as at March 31, 2009 and Profit & Loss Account for the year ended on that<br />

date.<br />

11) Previous year figures have been re-grouped or re-arranged wherever considered necessary.<br />

12) Figures have been rounded off to the nearest rupee.<br />

C. Information pursuant to paragraphs 3 & 4 of Part II of Schedule VI of the Companies Act, 1956.<br />

1) Capacity & Actual Production:<br />

Class of Goods Units Licensed Capacity Installed Capacity Actual Production<br />

Feldspar Powder M.T. N A N A 15,989.67<br />

(13,038.28)<br />

2) Purchase, Stock and Sales:<br />

Opening Stock Purchase Closing Stock Sales/ Consumption<br />

Feldspar Powder<br />

Unit (MT) – – – 15,989.67<br />

(13,038.28)<br />

Value (Rupees) – – – 26,265,959<br />

(23,705,689)<br />

Feldspar Lumps<br />

Unit (MT) 509.290 18,845.135 505.285 18,849.140<br />

Value (Rupees) 434,518 15,531,514 528,859 15,437,173<br />

3) Raw Material Consumed:<br />

31.03.2009 31.03.<strong>2008</strong><br />

Units (MT) Value (Rupees) Units (MT) Value (Rupees)<br />

Feldspar Lumps 18,849.14 15,437,173 18,610.90 15,244,185<br />

Quality Minerals Limited | 113


Schedules forming part of the Accounts<br />

Schedule – P<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

D. Balance Sheet Abstract and general profile of the Company under Part IV to Schedule VI of the Companies Act, 1956<br />

I. Registration Details<br />

Registration No.<br />

1 5 7 6<br />

State Code<br />

1 7<br />

Balance Sheet Date<br />

3 1 0 3<br />

2 0 0 9<br />

II. Capital Raised during the year (Amount in Rs ‘000)<br />

Public Issue<br />

N I L<br />

Right Issue<br />

N I L<br />

Bonus Issue<br />

Private Placement<br />

N I L<br />

N I L<br />

III. Position of Mobilisation and Deployment of Funds (Amount in Rs ‘000)<br />

Total Liabilities<br />

1 5 4 5 0<br />

Total Assets<br />

1 5 4 5 0<br />

Sources of Funds<br />

Paid-Up Capital<br />

9 4 1<br />

Reserves and Surplus<br />

1 4 4 7 4<br />

Secured Loans<br />

Unsecured Loans<br />

N I L<br />

N I L<br />

Deferred Tax Liability<br />

3 5<br />

Application of Funds<br />

Net Fixed Assets<br />

Investments<br />

2 2 1<br />

1 2 0<br />

Net Current Assets<br />

1 5 1 0 9<br />

Miscellaneous Expenditure<br />

N I L<br />

Accumulated Losses<br />

N I L<br />

IV. Performance of the Company (Amount in Rs ‘000)<br />

Turnover<br />

2 7 1 4 5<br />

+ – Profit/Loss before Tax<br />

√ 3 0 7 3<br />

(Please tick Appropriate box + for Profit, – for Loss)<br />

Total Expenditure<br />

2 4 0 7 2<br />

+ – Profit/Loss after Tax<br />

√ 2 1 0 4<br />

Earning per Share in Rs<br />

2 2 3 . 6 0<br />

Dividend %<br />

N I L<br />

V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)<br />

Item Code No. (ITC code)<br />

Product Descriptions<br />

N . A . N . A .<br />

As per our report of even date<br />

For J.M. Vyas & Co.<br />

Chartered Accountants<br />

For Quality Minerals Ltd.<br />

J.M. Vyas D.D. Taparia Amita Somany<br />

Partner Director Managing Director<br />

Jaipur<br />

June 1, 2009<br />

114 | Quality Minerals Limited


Auditors’ <strong>Report</strong><br />

To the Board of Directors of<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited on the Consolidated Financial Statements of <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> &<br />

Industries Limited and its Subsidiaries.<br />

1. We have examined the attached Consolidated Balance Sheet of<br />

HINDUSTHAN NATIONAL GLASS & INDUSTRIES LIMITED (“the<br />

Company”) and its subsidiaries and associate as at March 31,<br />

2009, the Consolidated Profit and Loss Account and also the<br />

Consolidated Cash Flow Statement for the year then ended on<br />

that date, annexed hereto. These consolidated financial<br />

statements are the responsibility of the Company’s<br />

management. Our responsibility is to express an opinion on<br />

these financial statements based on our audit.<br />

2. We conducted our audit in accordance with the generally<br />

accepted auditing standards in India. These standards require<br />

that we plan and perform the audit to obtain reasonable<br />

assurance whether the financial statements are prepared, in all<br />

material respects, in accordance with an identified financial<br />

reporting framework and are free of material mis-statements.<br />

An audit includes, examining, on a test basis, evidence<br />

supporting the amounts and disclosures in the financial<br />

statements. An audit also includes assessing the accounting<br />

principles used and significant estimates made by the<br />

management, as well as evaluating the overall financial<br />

statements. We believe that our audit provides a reasonable<br />

basis for our opinion.<br />

3. We did not audit the financial statements of subsidiary<br />

companies <strong>Glass</strong> Equipment (India) Limited and Quality Minerals<br />

Limited for the year ended March 31, 2009 whose financial<br />

statements reflects total assets of Rs 3544.22 lacs as at March<br />

31, 2009 and total revenues of Rs 3147.36 lacs and cash flows<br />

amounting to Rs (1.72) lacs for the year ended as on March 31,<br />

2009. These financial statements have been audited by other<br />

auditors whose report(s) has (have) been furnished to us, and in<br />

our opinion, insofar as it relates to the amounts included in<br />

respect of the subsidiaries, is based solely on the report of the<br />

other auditors.<br />

4. We did not audit the financial statements of associate Company<br />

HNG Float <strong>Glass</strong> Limited. The Financial Statements of HNG Float<br />

<strong>Glass</strong> Limited for the year ended March 31, 2009 as compiled<br />

for the purpose of consolidation have been prepared by the<br />

management and these are subject to audit by their auditors<br />

and in our opinion, in so far as it relates to the amounts included<br />

in respect of such associate, is based solely on the said accounts.<br />

5. Attention is invited to Note 24E of Schedule S regarding<br />

purchase of goods for which central Government approval as<br />

required in terms of provisions of Companies Act, 1956 has not<br />

been obtained by the Company.<br />

6. Subject to Para 4 and 5 above, we report that:<br />

i) the consolidated financial statements have been prepared<br />

by the Company in accordance with the requirements of<br />

Accounting Standard 21 “Consolidated Financial<br />

Statements”, Accounting Standard 23 “Accounting for<br />

Investment in Associates in Consolidated Financial<br />

Statements”, issued by “The Institute of Chartered<br />

Accountants of India” and on the basis of the individual<br />

financial statements of the Company and its subsidiary<br />

companies and associate included in the consolidated<br />

financial statements.<br />

ii) In our opinion, based on our audit and the report of other<br />

auditors, the Consolidated Financial Statements referred to<br />

above give a true and fair view of the financial position of<br />

the Company and its subsidiary companies and associate as<br />

at March 31, 2009 ; and of the results of their operations for<br />

the year then ended in conformity with the accounting<br />

principles generally accepted in India:<br />

a) in the case of the Consolidated Balance Sheet, of the<br />

consolidated state of affairs of the Company and its<br />

subsidiary companies and associate as at 31, 2009; and<br />

b) in the case of the Consolidated Profit and Loss Account,<br />

of the consolidated results of operations of the<br />

Company and its subsidiary companies and associate for<br />

the year then ended on that date ; and<br />

c) in the case of the Consolidated Cash Flow Statement,<br />

of the consolidated cash flows of the Company and its<br />

subsidiary companies and associate for the year then<br />

ended on that date.<br />

For Lodha & Co.<br />

Chartered Accountants<br />

H K Verma<br />

Kolkata<br />

Partner<br />

June 20, 2009 Membership No: 55104<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 115


Consolidated Balance Sheet As at March 31, 2009<br />

(Rs in lacs)<br />

Schedules As at 31.03.2009 As at 31.03.<strong>2008</strong><br />

SOURCES OF FUNDS<br />

Shareholders' Funds<br />

Share Capital A 1746.77 1746.77<br />

Reserves and Surplus B 93153.70 86244.22<br />

94900.47 87990.99<br />

Loan Funds<br />

Secured Loans C 41804.23 28957.70<br />

Unsecured Loans D 9210.65 13127.61<br />

51014.88 42085.31<br />

Deferred Tax Liabilities (Net) 4207.24 1845.04<br />

Total 150122.59 131921.34<br />

APPLICATION OF FUNDS<br />

Fixed Assets<br />

E<br />

Gross Block 139393.60 127459.54<br />

Less : Depreciation 48553.01 42181.15<br />

Net Block 90840.59 85278.39<br />

Capital Work-In-Progress 8203.39 4510.60<br />

Investments F 10213.07 11394.50<br />

Current Assets, Loans and Advances<br />

Inventories G 22784.41 17343.27<br />

Sundry Debtors H 22723.03 16456.51<br />

Cash and Bank Balances I 1175.74 1701.48<br />

Loans and Advances and Other Current Assets J 19909.53 14059.66<br />

66592.71 49560.92<br />

Less:<br />

Current Liabilities and Provisions<br />

Current Liabilities K 19399.72 14399.63<br />

Provisions L 6327.45 4423.44<br />

25727.17 18823.07<br />

Net Current Assets 40865.54 30737.85<br />

Total 150122.59 131921.34<br />

Significant Accounting Policies & Notes on Accounts<br />

S<br />

The Schedules referred to above form an integral part of Consolidated Balance Sheet<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

116 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Consolidated Profit and Loss Account For the year ended March 31, 2009<br />

(Rs in lacs)<br />

Schedules 31.03.2009 31.03.<strong>2008</strong><br />

INCOME<br />

Sales M 146105.65 115867.01<br />

Less : Excise Duty 13049.49 12954.42<br />

133056.16 102912.59<br />

Other Income N 2174.21 1122.98<br />

Increase / (Decrease) in Stock O 1403.94 (460.84)<br />

136634.31 103574.73<br />

EXPENDITURE<br />

Materials P 40844.61 30018.52<br />

Manufacturing and Other Expenses Q 71904.55 51908.76<br />

112749.16 81927.28<br />

Profit before Depreciation, Interest and Tax 23885.15 21647.45<br />

Depreciation 7850.97 7371.65<br />

Transferred From Revaluation Reserve (306.68) (281.21)<br />

7544.29 7090.44<br />

Interest and Finance Expenses R 4369.55 2365.07<br />

11913.84 9455.51<br />

Profit before Tax 11971.31 12191.94<br />

Less : Provision for Income Tax<br />

- Current Tax 161.35 99.01<br />

- Minimum Alternate Tax 1310.00 1367.20<br />

- Less: MAT Credit Entitlement 355.00 955.00 1367.20 –<br />

- Fringe Benefit Tax 51.64 38.20<br />

- Deferred Tax (6.99) (2683.19)<br />

- Income Tax for Earlier years (7.87) (1300.18)<br />

Profit after Tax 10818.18 16038.10<br />

Less: Share in Associate 181.66 –<br />

Net Profit before Minority Interest 10636.52 16038.10<br />

- Concern Share 10637.21 16038.74<br />

- Minority (0.69) (0.64)<br />

Add: Balance brought forward from last year 810.62 620.23<br />

Amount Available for Appropriation 11447.83 16658.97<br />

APPROPRIATIONS<br />

General Reserve 7200.00 15000.00<br />

Debenture Redemption Reserve 1250.00 –<br />

Proposed Dividend on Equity Shares 899.79 725.11<br />

Tax(including Cess) on Proposed Dividend 152.92 123.24<br />

Balance carried to the Balance Sheet 1945.12 810.62<br />

11447.83 16658.97<br />

Basic and Diluted Earning per Share of Rs 10/- each 60.90 91.82<br />

Significant Accounting Policies and Notes on Accounts S<br />

The Schedules referred to above form an integral part of Consolidated Profit and Loss Account<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 117


Consolidated Cash Flow Statement For the year ended March 31, 2009<br />

Note: 1) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard 3 (AS-3) -<br />

Cash Flow Statements issued by The Institute of Chartered Accountants of India.<br />

2) Previous Year’s figures have been regrouped wherever necessary to conform to the Current Year.<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

118 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

A. CASH FLOW FROM OPERATING ACTIVITIES<br />

Net Profit Before Tax and extraordinary items 11971.31 12191.94<br />

Adjustments to reconcile profit before tax to cash provided by operating activities.<br />

Depreciation 7544.29 7090.44<br />

Bad Debts and Provision for Doubtful Debts 205.54 239.25<br />

Interest Expenses (Net) 4369.55 2365.07<br />

Dividend Income (166.71) (0.26)<br />

Liability/Provision no longer required written back (515.16) (97.38)<br />

Provision for Diminution in value of Investments (0.23) 0.17<br />

Prior Period Income – (3.03)<br />

Interest received (498.39) (132.09)<br />

(Profit) / Loss on sale of Fixed Assets (Net) 134.04 71.56<br />

(Profit) / Loss on sale of Current Investments (Net) (119.10) (8.15)<br />

Operating Profit before working capital changes 22925.14 21717.52<br />

Changes in current assets and liabilities<br />

Loans and Advances (148.06) (4600.86)<br />

Trade and other Receivables (6472.06) (4030.18)<br />

Inventories (5442.20) (537.45)<br />

Trade and other Payables 4058.65 3853.33<br />

Net Cash Generated by Operating Activities 14921.47 16402.36<br />

Adjustments for :<br />

Direct Taxes Paid (1550.88) (149.63)<br />

Fringe Benefit Tax Paid (42.84) (38.27)<br />

Net Cash from Operating Activities 13327.75 16214.46<br />

B. CASH FLOWS FROM INVESTING ACTIVITIES<br />

Purchase of Fixed Assets and Changes in Capital Work in Progress (16617.50) (12927.73)<br />

Proceeds on Disposal of Fixed Assets 680.78 169.82<br />

Purchase of Long Term Investment (0.27) (4367.93)<br />

Sale of Long Term Investment – 42.93<br />

Purchase of Current Investments – (5794.44)<br />

Sale of Current Investments 1119.10 5802.59<br />

Share Application Money (3500.00) –<br />

Dividend received 166.71 0.26<br />

Interest received 235.33 59.53<br />

Net Cash used in Investing Activities (17915.85) (17014.97)<br />

C. CASH FLOW FROM FINANCING ACTIVITIES<br />

Proceeds/(Repayment) from long term borrowing (Net) 17041.95 810.38<br />

Proceeds/(Repayment) from short term borrowings (Net) (8112.38) 3035.44<br />

Dividend paid including Corporate Dividend Tax (848.05) –<br />

Interest paid (4019.16) (2349.58)<br />

Net Cash from Financing Activities 4062.36 1496.24<br />

Net changes in Cash and Cash equivalents (525.74) 695.73<br />

Opening Cash and Cash equivalents 1701.48 1005.75<br />

Cash and Cash equivalents at the end of the year 1175.74 1701.48<br />

(represents Cash in Hand and Bank balances)


Schedules forming part of the Consolidated Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – A SHARE CAPITAL<br />

Authorised<br />

51,15,00,000 Equity Shares of Rs 10/- each (Previous Year 51,15,00,000 shares of Rs 10/ each) 51150.00 51150.00<br />

51150.00 51150.00<br />

Issued, Subscribed and Paid-Up<br />

1,74,67,713 Equity shares (Previous Year 1,10,43,368 shares) of Rs 10/- each fully paid up of 1746.77 1104.34<br />

which 58,10,360 Equity Shares of Rs 10/- each were allotted as fully paid up<br />

Bonus shares by Capitalisation of General Reserve and 64,24,345 Equity Shares of<br />

Rs 10/- each issued as fully paid up pursuant to a Scheme of Amalgamation and<br />

arrangement for consideration other than cash.<br />

Share Suspense Account (pending allotment pursuant to the Scheme of Arrangement) – 642.43<br />

1746.77 1746.77<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – B RESERVES AND SURPLUS<br />

Capital Reserve on Consolidation 2.90 2.90<br />

Investment Allowance Reserve 0.57 0.57<br />

General Reserve<br />

As per last Balance Sheet 60774.76 17740.09<br />

Add/(Less) adjustment as referred to in note no. 26 (a) of Schedule "S" 7199.53 67974.29 43034.67 60774.76<br />

Revaluation Reserve<br />

As per last Balance Sheet 11101.53 3388.73<br />

Add/(Less) adjustment as referred to in note no. 26 (b) of Schedule "S" (305.37) 10796.16 7712.80 11101.53<br />

Debenture Redemption Reserve<br />

Add/(Less) adjustment as referred to in note no. 26 (c) of Schedule "S" 1250.00 –<br />

Share Premium<br />

As per last Balance Sheet 13553.84 1104.30<br />

Add/(Less) adjustment as referred to in note no. 26 (d) of Schedule "S" 2369.18 11184.66 12449.54 13553.84<br />

Profit & Loss Account<br />

Surplus as per Profit & Loss Account 1945.12 810.62<br />

93153.70 86244.22<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 119


Schedules forming part of the Consolidated Accounts<br />

Schedule – C<br />

SECURED LOANS<br />

(Rs in lacs)<br />

Notes 31.03.2009 31.03.<strong>2008</strong><br />

I) 12.75% Redeemable Non Convertible Debentures 1 and 2 10000.00 –<br />

II) Rupee Term Loans<br />

From Financial Institution<br />

Export Import Bank of India 2 5304.17 6327.78<br />

From Banks<br />

State Bank of India 2 and 3 5996.00 2432.00<br />

The Honkong & Shanghai Banking Corporation Limited 4 9437.50 4562.50<br />

III) Foreign Currency Loans<br />

From Banks<br />

The Honkong & Shanghai Banking Corporation Limited - PCFC – 599.16<br />

ICICI Bank Limited - External Commercial Borrowing 2 1929.38 2005.50<br />

IV) Working Capital Borrowing from Banks 5 8514.12 12709.54<br />

V) Loans under Finance Schemes<br />

From Banks 6 449.07 293.05<br />

From Others 6 136.43 7.13<br />

VI) Interest accrued and due thereon 37.56 21.04<br />

41804.23 28957.70<br />

Notes:<br />

1) 12.75% Secured Non Convertible Debentures amounting to Rs 100 crores, privately placed (alloted on December 22, <strong>2008</strong>) are due for<br />

redemption at par in three equal installments at the end of 5th, 6th and 7th year from the date of allotment with put/call option at par<br />

at the end of 3rd year from the date of allotment.<br />

2) The loans are secured by first charge ranking pari-passu with other first charges created on all immovable properties by way of equitable<br />

mortgage and hypothecation of all moveable properties both present and future of Rishra, Bahadurgarh and Neemrana Plants, save and<br />

except specific assets exclusively hypothecated in favour of respective lenders.<br />

3) These loans are also collaterally secured by second charge on Current Assets of the said plants.<br />

4) The loans are secured by first charge ranking pari-passu with other first charges created and/or to be created on all immovable properties<br />

by way of equitable mortgage and hypothecation of all moveable properties both present and future of Rishikesh, Pondicherry and<br />

Nashik Plants, save and except specific assets exclusively hypothecated in favour of respective lenders.<br />

5) This is secured by hypothecation of inventories (both present and future) and book debts and second charge on all immovables, moveable<br />

properties including land and building in favour of consortium bankers led by State Bank of India.<br />

6) These are secured by hypothecation of the vehicles financed in favour of respective lenders.<br />

Schedule – D UNSECURED LOANS<br />

Short Term Loans<br />

From Banks 5000.00 8555.45<br />

Non Convertible Debentures * 2500.00 3000.00<br />

From Others – 27.04<br />

Others<br />

Trade Deposits 100.10 100.10<br />

Deferment Loan 1610.55 1445.02<br />

9210.65 13127.61<br />

Note: *<br />

* Represents Mibor linked Non-Convertible Debentures privately placed with LIC Mutual Fund (previous year with JM Mutual<br />

Fund).<br />

120 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – E<br />

FIXED ASSETS<br />

(Rs in lacs)<br />

GROSS BLOCK DEPRECIATION NET BLOCK<br />

Particulars Book Value Additions Deductions/ Book Value Upto For the Deductions/ Upto As on As on<br />

at 01.04.<strong>2008</strong> Adjustments at 31.03.2009 01.04.<strong>2008</strong> year Adjustments 31.03.2009 31.03.2009 31.03.<strong>2008</strong><br />

Land 12222.72 28.03 – 12250.75 5.60 – – 5.60 12245.15 12222.72<br />

Leasehold Land 2009.07 39.29 – 2048.36 – 13.03 – 13.03 2035.33 2003.47<br />

Buildings 13375.63 335.36 (49.77) 13760.76 2460.94 426.15 – 2887.09 10873.67 10914.69<br />

Leasehold Buildings 9.18 – – 9.18 0.18 0.16 – 0.34 8.84 9.00<br />

Plant and Machinery 97740.34 12883.56 2104.12 108519.78 38883.27 7141.00 1360.09 44664.18 63855.60 58857.07<br />

Furniture and Fixtures 360.27 42.30 82.79 319.78 153.57 18.24 3.62 168.19 151.59 206.70<br />

Office and Other<br />

Equipments 373.94 50.77 11.09 413.62 194.89 41.39 11.10 225.18 188.44 179.05<br />

Vehicles 1306.59 572.98 145.70 1733.87 442.71 168.69 104.30 507.10 1226.77 863.88<br />

Computer Software 61.80 275.70 – 337.50 39.99 42.31 – 82.30 255.20 21.81<br />

Total 127459.54 14227.99 2293.93 139393.60 42181.15 7850.97 1479.11 48553.01 90840.59 85278.39<br />

Previous Year 108304.51 21071.35 1916.32 127459.54 36423.69 7371.65 1614.19 42181.15 85278.39<br />

Face Value (Rs.) Nos. 31.03.2009 31.03.<strong>2008</strong><br />

Schedule – F INVESTMENTS<br />

A) Long Term<br />

Trade<br />

Fully Paid up Equity Shares<br />

Unquoted<br />

Capexil Agencies Ltd. 1000 5 0.05 0.05<br />

Ceramic Decorators Ltd. 10 7 0.00 0.00<br />

HNG International Ltd 10 134 0.27 –<br />

Associate<br />

HNG Float <strong>Glass</strong> Ltd. 10 42010000 4201.00 4201.00<br />

Less: Share of Loss for the year 181.66 –<br />

4019.34 4201.00<br />

Other than Trade<br />

Unquoted<br />

Units of CAN FMP 13M-SRI (close ended) 10 – 1000.00<br />

Fully Paid up Equity Shares<br />

The Calcutta Stock Exchange Association Ltd. 1 8364 167.28 167.28<br />

Beneficial interest in Shares held in HNG Trust 7.55 7.55<br />

Beneficial interest in Shares held in ACE Trust 6009.35 6009.35<br />

Surendra Khanij Pvt Ltd. 10 12000 1.20 1.20<br />

Hasow Automation Ltd. – 4.73<br />

Less: Provision for diminution in Investments – 4.73<br />

GOVERNMENT SECURITIES<br />

Unquoted<br />

Deposited with Government Authorities #<br />

a) 12 Years <strong>National</strong> Savings Certificate 0.01 0.01<br />

b) 7 Years <strong>National</strong> Savings Certificate 0.01 0.01<br />

c) 6 Years <strong>National</strong> Savings Certificate 6.49 6.49<br />

B) Current<br />

Other than Trade<br />

Quoted<br />

Kajaria Ceramics Ltd. 2 5470 1.52 1.56<br />

# Rs 0.42 lacs since matured but not encashed 10213.07 11394.50<br />

Aggregate amount of Quoted Investments 1.52 1.56<br />

Aggregate amount of Unquoted Investments 10211.55 11392.94<br />

10213.07 11394.50<br />

Note:<br />

Market Value of Quoted shares Rs. 1.52 lacs (Previous Year Rs. 1.56 lacs)<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 121


Schedules forming part of the Consolidated Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – G INVENTORIES<br />

(As valued and certified by the Management)<br />

Raw Materials 5104.22 3299.50<br />

Stores, Spare parts, Fuel and Building Materials 9205.19 7189.34<br />

(Including in Transit Rs 238.94 lacs, Previous Year Rs 172.48 Lacs)<br />

Packing Materials 640.44 423.81<br />

Stock in Process 625.10 546.37<br />

Finished Goods 7209.46 5884.25<br />

22784.41 17343.27<br />

Schedule – H SUNDRY DEBTORS<br />

(Unsecured, considered good unless otherwise stated)<br />

Debts due for a period exceeding six months<br />

Considered good 2733.33 939.95<br />

Considered doubtful 863.04 991.53<br />

3596.37 1931.48<br />

Less: Provision for doubtful debts 863.04 991.53<br />

2733.33 939.95<br />

Other Debts 19989.70 15516.56<br />

22723.03 16456.51<br />

Schedule – I CASH AND BANK BALANCES<br />

Cash balance on hand 30.63 31.52<br />

Cheques in hand 255.27 1078.26<br />

Balances With Scheduled Banks<br />

in Current Accounts 851.37 533.41<br />

in Fixed Deposit Accounts * 38.46 18.25<br />

in Margin Money Accounts * – 40.03<br />

Balances With Post Office in Saving Bank Account 0.01 0.01<br />

* (Receipts pledged with the banks and Government authorities for Rs 21.61, Previous Year Rs 57.18 lacs)<br />

1175.74 1701.48<br />

Schedule – J LOANS AND ADVANCES AND OTHER CURRENT ASSETS<br />

(Unsecured and Considered good)<br />

Loans<br />

To Bodies Corporate 3049.50 4724.00<br />

Advances Recoverable in cash or in kind or for value to be received 2392.02 2108.21<br />

(Net of Doubtful Advances Rs 238.02 lacs, Previous Year Rs 240.65 lacs)<br />

VAT Credit (Inputs) Account 593.85 613.24<br />

Share Application Money 3500.00 –<br />

Advance Income Tax 4896.86 3190.26<br />

Tax Deducted at Source 364.70 175.80<br />

Advance Fringe Benefit Tax 85.00 41.75<br />

MAT Credit Entitlement 1722.57 1367.57<br />

Deposits and balances with Government Authorities and Others Department 2902.21 1586.35<br />

Other Deposits 25.55 155.10<br />

19532.26 13962.28<br />

Other Current Assets<br />

Interest accrued on Investments 2.35 1.79<br />

Interest Receivable 352.75 85.35<br />

Fixed Assets Held for disposal (at lower of net book value or estimated net realisable value) 22.17 10.24<br />

19909.53 14059.66<br />

122 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – K CURRENT LIABILITIES<br />

Sundry Creditors<br />

Dues to Micro, Small & Medium Enterprises 68.34 55.68<br />

Others 15809.93 13340.75<br />

Interest accrued but not due on Loans 454.64 104.25<br />

Commission to Directors 139.09 118.40<br />

Other Liabilities 2927.40 780.53<br />

Unclaimed dividend 0.32 0.02<br />

* This is not due for payment to Investor Education & Protection Fund.<br />

19399.72 14399.63<br />

Schedule – L PROVISIONS<br />

For Taxation 3898.23 2445.13<br />

For Gratuity and Unavailed Leave 1282.51 1088.01<br />

For Fringe Benefit Tax 94.00 41.95<br />

For Proposed Dividend 899.79 725.11<br />

For Tax on Proposed Dividend 152.92 123.24<br />

6327.45 4423.44<br />

Schedule – M SALES<br />

Finished Goods 145845.14 115000.57<br />

General Merchandise Sale 76.95 163.03<br />

Others 183.56 703.41<br />

146105.65 115867.01<br />

Less: Excise Duty 13049.49 12954.42<br />

133056.16 102912.59<br />

Schedule – N OTHER INCOME<br />

Hire charges and Lease Rental 1.20 24.54<br />

Dividends on Trade and Long Term Investments 166.71 0.26<br />

Interest on<br />

- Loan 428.47 51.93<br />

- Deposits 49.87 20.18<br />

- Investments 0.62 0.07<br />

- Others 2.21 0.21<br />

- Tax Refunds 17.32 0.52<br />

Rent 39.93 34.38<br />

Insurance Claims 9.62 1.98<br />

Miscellaneous Receipts 808.32 483.53<br />

Liabilities / Provisions no longer required written back 515.16 97.38<br />

Profit on Assets Sold/Discarded 15.68 15.46<br />

Profit on Sale of Current Investment - Other than Trade 119.10 8.15<br />

Foreign Exchange Fluctuations (Net) – 310.07<br />

Income from derivatives – 71.29<br />

Prior Period Income – 3.03<br />

2174.21 1122.98<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 123


Schedules forming part of the Consolidated Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – O INCREASE / (DECREASE) IN STOCK<br />

Closing Stock<br />

Finished Goods 7209.46 5884.25<br />

Work-in-Process 625.10 546.37<br />

7834.56 6430.62<br />

Less :<br />

Opening Stock<br />

Finished Goods 4765.61<br />

Add: Transfer pursuant to scheme of amalgamation 5884.25 1648.06 6413.67<br />

Work-in-Process 424.07<br />

Add: Transfer pursuant to scheme of amalgamation 546.37 53.72 477.79<br />

6430.62 6891.46<br />

Increase / (Decrease) 1403.94 (460.84)<br />

Schedule – P MATERIALS<br />

Raw Materials Consumed 40553.79 29646.93<br />

Purchase of Trading Material 290.82 371.59<br />

40844.61 30018.52<br />

Schedule – Q MANUFACTURING AND OTHER EXPENSES<br />

Stores and Spare Parts Consumed 7621.57 5111.74<br />

Power and Fuel 36853.90 27200.22<br />

Packing Material Consumed and Packing Charges 9123.08 7605.62<br />

Salaries, Wages, Bonus and Gratuity 5791.90 4514.95<br />

Contribution to Provident and Others Funds 763.03 741.04<br />

Workmen and Staff Welfare Expenses 397.39 439.01<br />

Rent (Including Lease Rent) 93.43 95.43<br />

Rates and Taxes 44.04 58.85<br />

Repair and Maintenance:-<br />

Building 186.95 132.87<br />

Plant and Machinery 932.17 1061.60<br />

Others 239.29 210.98<br />

Freight outwards, Transport and Other Selling Expenses<br />

(Net of realisation of Rs 1214.21 lacs, Previous year Rs 983.56 lacs) 1232.83 1004.07<br />

Washing and Grinding Charges 78.84 67.06<br />

Commission on Sales 140.78 116.10<br />

Insurance 153.23 150.22<br />

Charity and Donation 40.93 31.00<br />

Bad Debts/Advances Written Off 265.23 185.81<br />

Less: Provision for Doubtful Debts / advances 265.16 0.07 195.92 (10.11)<br />

Provision for Doubtful Debtors/Advances 205.47 249.36<br />

Excise Duty on Stock (177.05) (28.93)<br />

Director's Remuneration 332.62 280.43<br />

Provision For Loss on Derivative Transactions 1833.05 313.94<br />

Foreign Exchange Fluctuation (Net) 2326.33 –<br />

Loss on sale and discard of fixed assets 149.72 87.02<br />

Provision for diminution in value of investments (0.23) 0.17<br />

Miscellaneous Expenses 3541.21 2476.12<br />

71904.55 51908.76<br />

124 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

(Rs in lacs)<br />

31.03.2009 31.03.<strong>2008</strong><br />

Schedule – R INTEREST AND FINANCE EXPENSES<br />

On Debentures 429.13 569.50<br />

On Term Loans 2570.41 1510.40<br />

Bank and Others 974.27 153.39<br />

Finance Expenses 395.74 131.78<br />

4369.55 2365.07<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS<br />

Notes on the Consolidated Financial Statement of the Company and its Subsidiaries and Associates.<br />

1. PRINCIPAL OF CONSOLIDATION<br />

a) The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard 21 (AS 21) on “Consolidated<br />

Financial Statements” and Accounting Standard 23 (AS 23) on "Accounting for Investments in Associates in Consolidated Financial<br />

Statements" issued by “The Institute of Chartered Accountants of India”.<br />

b) The Subsidiaries (which along with <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Ltd., the holding Company, constitute the group) have<br />

been considered in the preparation of these consolidated financial statements are:<br />

Name of Subsidiary<br />

Percentage of voting power either<br />

directly or through subsidiaries as at<br />

31.03.2009 31.03.<strong>2008</strong><br />

<strong>Glass</strong> Equipment (India) Ltd. 100.00 100.00<br />

Quality Minerals Ltd. 99.73 99.73<br />

c) Investment in Associate<br />

Name of Associate<br />

Percentage of voting power<br />

held as at<br />

31.03.2009 31.03.<strong>2008</strong><br />

HNG Float <strong>Glass</strong> Ltd. 41.33 48.49<br />

d) Consolidation Procedures<br />

i) For preparation of consolidated financial statements, the financial statements of the Company and its subsidiaries have been<br />

combined on a line - by - line basis by adding together like items of assets, liabilities, income and expenditures, after eliminating<br />

Intra group balances and transactions and the resulting unrealised profit & losses.<br />

ii)<br />

iii)<br />

Investments in Associate is accounted in accordance with AS-23 on "Accounting for Investments in Associates in Consolidated<br />

Financial Statements", under "Equity Method".<br />

The difference between the cost of investment in the associate and the share of net assets at the time of acquisition of shares<br />

in the associate is identified in the financial statements as Goodwill or Capital Reserve as the case may be.<br />

e) Other Significant Accounting Policies<br />

I. Accounting Convention<br />

The accounts, except in respect of certain Fixed Assets, which are stated at fair value or revalued amounts, have been prepared<br />

on the basis of the historical cost and on the accounting principles of a going concern. The accounts have been prepared in<br />

accordance with the provisions of the Companies Act, 1956 and Accounting Standards as notified vide Companies (Accounting<br />

Standards) Rules, 2006.<br />

II.<br />

III.<br />

Use of Estimates<br />

The preparation of financial statements require management to make estimates and assumption that affect the reported<br />

amount of assets and liabilities and disclosures relating to contingent liabilities and assets as at the Balance Sheet date and the<br />

reported amounts of income and expenses during the year. Difference between the actual results and the estimates are<br />

recognised in the year in which the results are known /materialised.<br />

Fixed Assets<br />

Fixed Assets are stated at cost of acquisition or cost of construction or at revalued amounts wherever such assets have been<br />

revalued or at fair value as the case may be.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 125


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

IV.<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

Depreciation and Amortisation<br />

Tangible Assets<br />

i. Depreciation except otherwise stated has been provided at the rates specified under Schedule XIV to the Companies Act,<br />

1956 on assets installed/acquired up to March 31, 1990 on written down value method and in respect of additions thereafter<br />

on straight line method.<br />

ii. Certain Plant and Machinery have been considered as continuous process plant as defined under Schedule XIV to the<br />

Companies Act, 1956 on the basis of technical evaluation.<br />

iii. Depreciation on increase in value of Fixed Assets due to revaluation is provided on the basis of remaining useful life as<br />

estimated by the valuer on the straight line method and is transferred from Revaluation Reserve to Profit and Loss Account.<br />

iv. Depreciation on incremental cost arising on account of exchange difference is amortised over the remaining life of the<br />

assets.<br />

v. Second hand machines are depreciated based on their useful lives as estimated by independent technical experts.<br />

Intangible Assets<br />

vi. Computer Softwares are amortised on straight line method @33.33% over a period of three years<br />

V. Impairment<br />

Fixed Assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,<br />

recoverable amount of fixed assets is determined. An impairment loss is recognised, whenever the carrying amounts of assets<br />

belonging to Cash Generating Unit (CGU) exceeds recoverable amount. The recoverable amount is the greater of assets net<br />

selling price or its value in use. In assessing the value in use, the estimated future cash flows from the use of assets are<br />

discounted to their present value at appropriate rate. An impairment loss is reversed if there has been change in the recoverable<br />

amount and such loss either no longer exists or has decreased. Impairment loss/reversal thereof is adjusted to the carrying value<br />

or the respective assets, which in case of CGU, are allocated to its assets on a prorata basis.<br />

VI.<br />

VII.<br />

Investments<br />

Long Term Investments are stated at cost, less provision for diminution in value other than temporary, if any. Current Investments<br />

are valued at cost or fair value whichever is lower.<br />

Inventories<br />

Inventories are valued at the lower of cost or estimated net realisable value. In respect of Raw Materials, Stores, Spare Parts,<br />

Fuel, Building and Packing Materials the cost include the taxes and duties other than those recoverable from taxing authorities<br />

and other expenses incurred for procuring the same. In respect of Finished Goods and Work-in-Process the cost include<br />

manufacturing expenses and appropriate portion of overheads. The cost of inventories is determined on the weighted average<br />

basis.<br />

Own manufactured moulds used for the manufacture of glass items are recorded at weighted average cost, which includes<br />

prime cost, factory and general overheads and the same are classified as stores and spare parts under inventories.<br />

VIII. Foreign Exchange Transactions and Derivatives<br />

Transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the transaction. Foreign<br />

currency monetary assets and liabilities at the year-end are translated using closing exchange rates. The loss or gain thereon<br />

and also on the exchange differences on settlement of the foreign currency transaction during the year are recognised as<br />

income or expenses in the Profit and Loss Account.<br />

Exchange differences arising with respect to forward contracts other than those entered into, to hedge foreign currency risk<br />

on unexecuted firm commitments or of highly probable forecast transactions are recognised in the period in which they arise<br />

and the difference between the forwards rate and exchange rate at the date of transaction is recognised as income/expense<br />

over the life of the contract.<br />

Keeping in view the announcement of “The Institute of Chartered Accountants of India” dated March 29, <strong>2008</strong> regarding<br />

accounting for derivatives, mark to market losses on all other derivatives contracts (other than forward contracts dealt as<br />

above) outstanding as at the year end, are recognised in the accounts.<br />

IX.<br />

Revenue Recognition<br />

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

126 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

ii) Income from Export Incentives, insurance and other claims, etc is recognised on the basis of certainties as to its utilisation<br />

and related realisation.<br />

iii) Sales are inclusive of Packing Charges and Excise Duty but exclusive of Value Added Tax, Rebates, Discounts and Claims etc.<br />

X. CENVAT / Value Added Tax (VAT) Credit<br />

Cenvat / VAT credit whenever availed on Fixed Assets is set off with the cost of the assets. Other Cenvat / VAT credit wherever<br />

availed is adjusted with the cost of purchases of Raw Material or Stores as the case may be.<br />

XI.<br />

XII.<br />

Employee Benefits<br />

Employee Benefits are accrued in the year services are rendered by the employees. The Company has Defined Contribution Plan<br />

for its employees comprising of Provident Fund and Pension Fund. The Company makes regular contribution to Provident Fund<br />

which are fully funded and administered by the Trustees / Government. The Company contributes to the Employees’ Pension<br />

Scheme, 1995 for certain categories of employees. Contributions are recognised in the Profit and Loss Account on accrual<br />

basis.<br />

Long-term employee benefits under define benefit scheme such as gratuity, leave encashment etc. are determined at the close<br />

of each year at the present value of the amount payable using actuarial valuation techniques.<br />

Actuarial gains and losses are recognised in the year when they arise.<br />

Research and Development<br />

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

XIII. Subsidies and Grants<br />

Cash Subsidy related to Fixed Assets to the extent received is adjusted to the cost of respective fixed assets. Subsidy related to<br />

the total investment in the project is treated as Capital Reserve. Other Government grants including incentives etc. are credited<br />

to Profit and Loss Account or deducted from the related expenses.<br />

XIV. Borrowing Cost<br />

Borrowing cost that are attributable to the acquisition/construction of Fixed Assets are capitalised as part of the cost of respective<br />

assets. Other borrowing costs are recognised as an expense in the year in which they are incurred.<br />

XV.<br />

Income Tax<br />

Provision for Tax is made for current tax, deferred tax and fringe benefit taxes. Current tax is provided on the taxable income<br />

using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing difference, which<br />

are capable of reversal in subsequent periods are recognised using tax rates and tax laws, which has been enacted or<br />

substantively enacted. Deferred tax assets are recognised only to the extent that there is a reasonable certainty that sufficient<br />

future taxable income will be available against which such deferred tax assets will be realised. In case of carry forward of<br />

unabsorbed depreciation and tax losses, deferred tax assets are recognised only if there is “virtual certainty” that such deferred<br />

tax assets can be realised against future taxable profits.<br />

XVI. Lease<br />

Where the Company is the lessee, finance leases, which effectively transfer to the Company substantially all the risks and<br />

benefits incidental to ownership of the leased item, are capitalised at the lower of the fair value and present value of the<br />

minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned<br />

between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are<br />

charged directly against income. Lease management fees, legal charges and other initial direct costs are capitalised.<br />

Leases rentals in respect of assets taken under finance lease up to March 31, 2001 are amortised over the total term of the<br />

lease (including extended secondary lease term).<br />

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified<br />

as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss Account on a straight-line<br />

basis over the lease term.<br />

XVII. Provision, Contingent Liabilities and Contingent Assets<br />

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a<br />

result of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognised nor<br />

disclosed in the financial statements. Contingent Liabilities, if material are disclosed by way of notes.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 127


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

NOTES ON ACCOUNTS<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

2) Contingent liabilities not provided for<br />

a) Outstanding Bank Guarantees / Letter of Credit 6410.93 1384.86<br />

b) Income Tax matter in respect of erstwhile AGCL under dispute 5.87 9.28<br />

c) Sales Tax matter under appeals 216.88 214.25<br />

d) Excise Duty and Octroi demand issued against which the Company has preferred appeals<br />

and which in the opinion of the management are not tenable. 1639.10 1703.25<br />

e) Cases pending with labour courts (to the extent ascertainable) 544.44 549.60<br />

f) Claim for increased price of land acquired at Bahadurgarh by the then Punjab Government<br />

and given to the Company against which the claimants have preferred an appeal in the<br />

Supreme Court against the order of the High Court. 0.30 0.30<br />

g) Amount of duty against Export Obligation in respect of exemption availed against<br />

Advance License Scheme. 19.19 4.32<br />

h) Other Claims against the Company not acknowledged as debt. 110.54 26.10<br />

i) Corporate Guarantee to bank/ Government authorities given on behalf of Somany Foam<br />

Limited. 3235.00 3235.00<br />

j) Counter Guarantee furnished to Government and other authorities on behalf of <strong>Glass</strong><br />

Equipment (India) Ltd. (Subsidiary Company) – 381.00<br />

k) Surety given to Sales Tax department. 50.00 50.75<br />

Notes :<br />

On the basis of current status of individual cases and as per the legal advice obtained, wherever<br />

applicable the management is of the view that no provision is required in respect of these cases.<br />

Further Cash outflow in respect of item no. b) to h) as mentioned above is dependent upon<br />

outcome of final judgment/decision.<br />

3) In respect of Neemrana Plant a notice has been received from Civil Court filed by the creditors Nil Nil<br />

of Haryana Sheet <strong>Glass</strong> Limited demanding their outstanding payments and stating that plant<br />

can not be transferred unless their dues are paid. However, the matter is under dispute/litigation.<br />

4) Capital commitments (Net of advance of Rs 1319.85 lacs previous year Rs 362.51 lacs) 10432.75 1222.37<br />

5) Capital work in progress includes pre-operative expenses pending allocation.<br />

a) Salary and Wages Nil 23.99<br />

b) Power and Fuel 11.24 23.02<br />

c) Miscellaneous expenses 150.80 31.21<br />

d) Interest on Term Loan 180.16 239.25<br />

Add: Brought Forward from previous year 413.97 163.97<br />

Less: Capitalised 756.17 67.47<br />

Total Carried Forward Nil 413.97<br />

6) Fixed assets at Nashik Plant estimated to have lower residual lives than that envisaged as per the rates provided in Schedule XIV of the<br />

Companies Act, 1956. Depreciation has been provided based on the estimated shorter residual lives as follows:<br />

Particulars of Fixed Assets Rates as Rates of<br />

prescribed by Depreciation on<br />

Schedule XIV to assets applied<br />

the Companies<br />

Act, 1956<br />

Buildings (other than factory buildings) 1.63 2.04<br />

Factory Buildings 3.34 5.21<br />

Plant and Machinery<br />

Used for single shift operations 4.75 11.44<br />

Continuous Process Plant 5.28 11.44<br />

Used for Triple Shift operations 10.34 11.44<br />

Furniture & Fixtures 6.33 17.37<br />

Computers 16.21 17.95<br />

128 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

7) i) Land and Buildings of Rishra and Bahadurgarh units were revalued by an approved 10891.99 10891.99<br />

valuer on April 1, 1992 and on March 31, 2006 on current replacement cost basis.<br />

Accordingly, net amount transferred to Revaluation Reserve Account.<br />

ii) a) Plant and Machinery of Rishra and Bahadurgarh units were revalued by an approved 4831.31 4831.31<br />

valuer, on April 1, 1995 on current replacement cost basis.<br />

b) Plant and Machinery of GEIL unit were revalued by an approved valuer on March 31, 419.61 499.96<br />

<strong>2008</strong> by using residual replacement value method. Accordingly, net amount<br />

transferred to Revaluation Reserve Account.<br />

iii) Depreciation transferred from Revaluation Reserve Account to Profit and Loss Account. 306.68 281.21<br />

8) Miscellaneous Expenses include<br />

<strong>2008</strong>-09 2007-08<br />

a) Payment to Statutory Auditors *<br />

i) Audit Fees 5.38 9.38<br />

ii) Tax Audit Fees 1.68 1.60<br />

iii) Management Services and Certification work 5.30 2.00<br />

iv) Reimbursement of Expenses 0.56 0.73<br />

b) Payment to Branch Auditors *<br />

i) Audit Fees 4.00 Nil<br />

ii) Management Services and Certification work 2.31 Nil<br />

iii) Reimbursement of Expenses 2.99 Nil<br />

* excluding Service Tax<br />

10) Earning per share<br />

<strong>2008</strong>-09 2007-08<br />

9) Sundry Creditor include acceptances 4388.48 392.14<br />

<strong>2008</strong>-09 2007-08<br />

Profit after Tax (Rs in lacs) 10818.18 16038.10<br />

Number of shares outstanding 17467713 17467713<br />

Earning per share (Basic) (Rs) 60.90 91.82<br />

11) Financial and Derivative Instruments:<br />

a) The Company had entered into certain derivative transactions, the cash flows arising therefrom being recognised in the books of<br />

account as and when the settlements took place in accordance with the terms of the respective contracts over the tenure thereof.<br />

However, in pursuance of announcement dated March 29, <strong>2008</strong> of “The Institute of Chartered Accountants of India” on “Accounting<br />

for derivatives” and as a matter of prudence:<br />

i) mark to market loss on account of derivative transaction as on March 31, 2009 estimated to be Rs 510.46 lacs out of which<br />

Rs 313.94 lacs has been provided in previous year and balance has been accounted during current year.<br />

ii) in respect of another derivative contract in respect of which the claim raised was at Rs 404.18 lacs as on March 31, <strong>2008</strong> has<br />

ceased to exist on November 19, <strong>2008</strong> and Knock Out intimation has since been received during the year. The Claim raised on<br />

the Company interalia including on account of daily range accrual as on March 31, 2009 estimated to be Rs 1636.53 lacs<br />

including interest has been provided for during the year.<br />

The matters are subjudice and the Company has been legally advised that these contracts are void ab- initio.<br />

<strong>2008</strong>-09 2007-08<br />

b) Outstanding derivative instruments 510.46 3993.25<br />

c) Foreign currency exposure outstanding as on March 31, 2009 whish has not been<br />

hedged by the derivative instruments:<br />

Loans – 9297.11<br />

Creditors 3203.02 1779.73<br />

Debtors 208.72 1069.01<br />

d) The amount of Exchange Gain/(Loss) of Foreign Currency Transaction adjusted to 362.40 310.07<br />

respictive heads of accounts of the Profit and Loss Account<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 129


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

13) Prior Period item aggregating Rs 448.03 lacs (net) (previous year Rs Nil) has been booked under the head Miscellaneous Expenditure in<br />

the Profit & Loss Account. Pursuant to the Scheme of Amalgamation and Re-organization of Capital (the Scheme) under Section 391 to<br />

394 of the Companies Act, 1956, with effect from April 1, 2006 (the appointed date). Ace <strong>Glass</strong> Containers Limited (AGCL) had merged<br />

with the Company in the previous year. In terms of the Scheme, all fixed assets were recorded at the fair values as of the appointed date.<br />

While recording such assets in the books in the previous financial year, the value of certain assets were overstated / understated. These<br />

assets have now been restated in current year at their appropriate value by decreasing an amount of Rs 527.77 lacs in the value of fixed<br />

assets and prior period income adjustment by Rs 79.74 lacs in respect of discarded assets.<br />

14) a) The breakup of Deferred Tax Assets and Deferred Tax Liabilities is as given below:<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

12) a) Electricity duty waiver benefit under State Incentive Schemes and subsidy received under 108.76 81.78<br />

State Incentive has been credited to Power and Fuel Account.<br />

b) Interest subsidy towards Interest on Term Loan receivable under State Investment 75.21 Nil<br />

Promotion Policy has been adjusted with Interest on Term Loan paid.<br />

c) Amount included in VAT Credit Inputs Account shown under Loans and Advances can 515.23 411.40<br />

be utilised only after repayment of corresponding amount of Sales Tax Deferred Loan. The<br />

balance amount of Rs 78.62 lacs (previous year Rs 201.84 lacs) is available for utilisation.<br />

Opening as on (Charge)/ Credit Closing as at<br />

01.04.<strong>2008</strong> during the year 31.03.2009<br />

Deferred Tax Assets<br />

Brought Forward Losses and unabsorbed depreciation 1956.04 (1959.99) (3.95)<br />

Expenses Allowable on Payment Basis 431.97 274.56 706.53<br />

Provision for Loss on Derivative transactions 106.71 623.06 729.77<br />

Provision for Doubtful Debts 347.69 (54.45) 293.24<br />

Total Deferred Tax Assets 2842.41 (1116.82) 1725.59<br />

Deferred Tax Liabilities<br />

Depreciation 4687.45 1245.38 5932.83<br />

Total Deferred Tax Liabilities 4687.45 1245.38 5932.83<br />

Net Deferred Tax Liabilities (1845.04) (2362.20) (4207.24)<br />

b) In terms of Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 as sanctioned by the Hon’ble High Court<br />

of Calcutta vide its Order dated April 7, <strong>2008</strong> and by Hon’ble High Court at Delhi vide its Order dated March 19, <strong>2008</strong>, deferred tax<br />

liability of Rs 2369.18 lacs for the holding Company for the year has been adjusted to Share Premium Account.<br />

c) The Company has provided for Minimum Alternate Tax (MAT). The Company is entitled to MAT Credit and accordingly, based on<br />

evidences MAT Credit of Rs 355.00 lacs (previous year Rs 1367.20 lacs) has been recognised in these accounts.<br />

d) Provision for Income Tax has been made after considering the set off of unabsorbed depreciation and brought forward business loss<br />

of erstwhile Ace <strong>Glass</strong> Containers Limited merged with the Company with effect from April 1, 2006.<br />

15) The Company has incurred Rs 38.26 Lacs (Previous year Rs 7.91 lacs) on account of Research and Development expenses, which has been<br />

charged to Profit and Loss Account.<br />

16) As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are<br />

given below:<br />

Defined Contribution Scheme<br />

Contribution to Defined Contribution Plan, recognised for the year are as under:<br />

Employer’s Contribution to Provident Fund 217.26<br />

Employer’s Contribution to Pension Fund 245.41<br />

Employer’s Contribution to Superannuation Fund 16.29<br />

The guidance note on implementing Accounting Standard (AS-15) (Revised 2005) on Employees Benefits issued by Accounting Standard<br />

Board (ASB) states that provident fund trustees set up by the employers which require the interest shortfall to be made by the employers<br />

130 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

needs to be treated as “Defined Benefit Plan”. According to the management, in consultation to the actuary, it is not practical or feasible<br />

to actuarially value the Provident liability in the absence of any guidance from Actuarial Society of India and also due to the fact that<br />

the rate of interest as notified by the Government can vary annually. Accordingly, the Company is currently not in a position to provide<br />

other related disclosures as required by the aforesaid AS – 15 read with ASB guidance. However, with regard to the position of the fund<br />

and confirmation of the Trustees of such fund, there is no shortfall as at year-end.<br />

Defined Benefit Plan<br />

The employees’ gratuity fund scheme managed by Birla Sun Life Insurance is a defined benefit plan. The present value of obligation is<br />

determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise<br />

to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for<br />

leave encashment is recognised in the same manner as gratuity.<br />

I. Change in the present value of the Defined Benefit obligation representing reconciliation of opening and closing balances thereof<br />

are as follows:<br />

(Rs in lacs)<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Liability at beginning of the year 710.07 726.88 203.47<br />

Current Service Cost 60.05 66.83 27.46<br />

Interest Cost 50.76 57.78 17.06<br />

Actuarial (Gain) / Loss 61.81 (98.01) 31.03<br />

Benefits paid 66.54 (35.86) 2.07<br />

Liability at the end of the year 816.14 717.61 252.19<br />

II.<br />

Changes in the Fair value of plan assets representing reconciliation of opening and closing balances thereof are as follows:<br />

Gratuity<br />

(Funded)<br />

Fair value of plan assets at the beginning of the year 684.93<br />

Expected return on plan assets 54.80<br />

Actuarial Gain / (Loss) (53.53)<br />

Employer contribution 45.87<br />

Benefits paid 66.54<br />

Fair value of plan assets at the end of the year 665.53<br />

III. Expense recognized in the Income statement (Under the head “Contribution to provident and other funds” – Refer Schedule Q)<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Current Service Cost 60.05 66.83 199.45<br />

Interest Cost 50.76 57.78 17.06<br />

Expected Return on plan assets 54.80 Nil Nil<br />

Net Actuarial (Gain) / Loss to be recognized 115.33 (98.01) 31.03<br />

Expenses recognized in Profit and Loss account 171.34 26.59 75.54<br />

IV. Balance Sheet Reconciliation<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Opening Net Liability 25.13 726.88 203.47<br />

Expenses as above 171.35 26.59 75.54<br />

Employers Contribution 45.87 35.86 26.81<br />

Amount Recognised in Balance Sheet 742.86 717.61 252.19<br />

V. Compensated Absences<br />

The actuarial liability of Compensated Absences (Unfunded) of accumulated privileged leave of the employees of the company as at<br />

March 31, 2009 is Rs. 252.19 lacs.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 131


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

VI. Principal Actuarial assumptions at the Balance Sheet Date<br />

Gratuity<br />

Gratuity Leave Encashment<br />

Funded Unfunded Unfunded<br />

Mortality Table LICI 1994-1996 LICI 1994-1996 LICI 1994-1996<br />

Discount rate (per annum) 7.50 % 8.00 % 8.50 % / 7.50 %<br />

Expected rate of return on plan assets (per annum) 8.00 % 8.00 % 8.00 %<br />

Rate of escalation in salary (per annum) 5.00% 5.00 % 5.00 %<br />

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and<br />

other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.<br />

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets<br />

held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.<br />

The contributions expected to be made by the Company for the year 2009-10 is yet to be determined.<br />

17) The Company’s exclusive business is manufacturing and selling of Container <strong>Glass</strong> and as such in the opinion of the management this<br />

is only reportable segment, as per the Accounting Standard 17 on Segment <strong>Report</strong>ing, issued under Companies (Accounting Standards)<br />

Rules, 2006.<br />

Geographical Segment<br />

The following table shows the distribution of the Company’s Sales by Geographical market.<br />

Sales Revenue by Geographical Market<br />

(Rs in lacs)<br />

Particulars <strong>2008</strong>-09 2007-08<br />

Domestic Market 133110.50 110666.67<br />

Overseas Market 12734.64 4333.90<br />

Total 145845.14 115000.57<br />

The following table shows the distribution of the Company’s Debtors by Geographical market.<br />

Sundry Debtors by Geographical Market<br />

Particulars <strong>2008</strong>-09 2007-08<br />

Domestic Market 21801.51 15883.18<br />

Overseas Market 921.52 573.33<br />

Total 22723.03 16456.51<br />

18) The accounts of some of the customers are pending reconciliation / confirmation and Sales Tax deferment loan of Rs 1610.55 lacs is<br />

subject to confirmation and the same have been taken as per the balances appearing in the books. A provision of Rs 863.04 lacs (Previous<br />

year Rs 991.53 lacs) is carried in the books against doubtful debts and the management is of the opinion that the same is adequate and<br />

no further provision is required there against.<br />

19) In the opinion of the Management/Board of Directors, the “Current Assets and Loans and Advances” have a value on realisation in the<br />

ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.<br />

20) Disclosure of sundry creditors under current liabilities is based on the information available with the Company regarding the status of<br />

the suppliers as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” (the Act). There are no delays in<br />

payment made to such suppliers. There is no overdue amount outstanding as at the balance sheet date. Based on above the relevant<br />

disclosures u/s 22 of the Act are as follows:<br />

1. Principal amount outstanding at the end of the year 68.34<br />

2. Interest amount due at the end of the year Nil<br />

3. Interest paid to suppliers Nil<br />

21) Profit or loss on sale of Raw Materials and Stores has been adjusted in consumption.<br />

22) Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.<br />

23) Inventories of Stores and Spare Parts include items, which are lying with the Company. A provision of Rs 679.51 lacs (including Rs 61.48<br />

lacs for the year) towards obsolescence is carried in the books and the management is of the opinion that the same is adequate and no<br />

further provision is required there against.<br />

132 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – S ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

24) Related Party Disclosures as identified by the management in accordance with the Accounting Standard – 18.<br />

A) Associate<br />

i) HNG Float <strong>Glass</strong> Limited<br />

B) Directors and Relatives<br />

i) Mr C. K. Somany – Key Management Personnel<br />

ii) Mr Sanjay Somany – Key Management Personnel<br />

iii) Mr Mukul Somany – Key Management Personnel<br />

iv) Mrs Amita Somany – Key Management Personnel<br />

v) Mr Bharat Somany – Relative of Key Management Personnel<br />

vi) Mr R. R. Soni – Key Management Personnel (with effect from October 27, <strong>2008</strong>)<br />

C) Enterprises over which any person described in [B (i) to (v)] above is able to exercise significant influence and with whom the<br />

Company has transactions during the year.<br />

i) AMCL Machinery Limited<br />

ii) Ceramic Decorators Limited<br />

iii) Microwave Merchants Private Limited<br />

iv) Mould Equipment<br />

v) Noble Enclave and Towers Private Limited<br />

vi) Somany Foam Limited<br />

vii) Topaz Commerce Limited<br />

Disclosure of transactions between the Group and Related parties and status of outstanding balances as on March 31, 2009<br />

(Rs in lacs)<br />

Current Year<br />

Previous year<br />

Entities<br />

Entities<br />

over which<br />

over which<br />

Directors and<br />

Directors and<br />

Directors and their relatives Directors and their relatives<br />

Associate their relatives have influence Associate their relatives have influence<br />

24(i) 24(ii) 24(iii) 24(i) 24(ii) 24(iii)<br />

Income<br />

Sales of Goods 46.06 3.21<br />

Sales of Fixed Assets 0.42 1.05<br />

Rent Received 27.97 13.20<br />

Interest Received 400.46 47.27<br />

Services Given 0.47 265.14<br />

Expenses<br />

Purchases 2.51 14.56 25.59<br />

Purchase of Assets 1.33<br />

Services Taken 301.14<br />

Remuneration Paid 326.80 271.27<br />

Sitting Fees Paid 0.16 0.01<br />

Interest Paid 38.86 9.84<br />

Purchase of Investments 0.27 4.73<br />

Borrowings and Lendings<br />

Lendings 4500.00<br />

Borrowings 1501.70 64.00<br />

Guarantee/Corporate Guarantee:<br />

Given 3235.00 3235.00<br />

Outstandings<br />

Receivables* 3135.78 4528.88<br />

Payables 28.65 9.47 83.66<br />

* Companies in which directors are interested as member / director(s). Further, these loans were given by the erstwhile Ace <strong>Glass</strong><br />

Containers Limited (AGCL) and none of the directors was director in AGCL and accordingly, as advised legally, the provisions of Section<br />

295 of the Companies Act, 1956 are not applicable with regard to these loans.<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 133


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

E) Transactions for purchase of goods with Mould Equipments are covered under Section 297 of the Companies Act, 1956. Steps are<br />

being taken to obtain Central Government approval for such transactions.<br />

25) Segment Information<br />

a) Segments have been identified by the Company in line with the Accounting Standard on Segment <strong>Report</strong>ing (AS-17), taking into<br />

account the organisational structure as well as the different risk and returns of these segments. Details of these segments are as<br />

<strong>Glass</strong> Container - Manufacturing and selling of <strong>Glass</strong> Bottles and Tumblers.<br />

<strong>Glass</strong> Machines - Manufacturing and selling of <strong>Glass</strong> Forming Machines, Spares and providing related services.<br />

Minerals - Purchase, Processing and sale of Silica Sand and Feldspar.<br />

(Rs in lacs)<br />

<strong>Report</strong>able Segments <strong>Glass</strong> Containers <strong>Glass</strong> Machines Minerals Eliminations Total<br />

<strong>2008</strong>-09 2007-08 <strong>2008</strong>- 09 2007-08 <strong>2008</strong>-09 2007-08 <strong>2008</strong>-09 2007-08 <strong>2008</strong>-09 2007-08<br />

I REVENUE<br />

External Sales/services 131103.59 102129.69 1952.57 782.90 133056.16 102912.59<br />

Inter-segment sales/services 646.68 1008.03 262.66 237.06 (909.34) (1245.09)<br />

Total Revenue 131103.59 102129.69 2599.25 1790.93 262.66 237.06 133056.16 102912.59<br />

II RESULT<br />

Segment result 16026.14 13924.75 437.97 228.15 22.87 9.14 (257.02) (164.83) 16229.96 13997.21<br />

Other expenses net of<br />

unallocable income 387.56 (486.90)<br />

III<br />

Operating profit 15842.40 14484.11<br />

Interest expenses (4376.39) (2371.90)<br />

Interest income 505.32 79.74<br />

Profit from ordinary activities 11971.33 12191.95<br />

Net profit 11971.33 12191.95<br />

Income Tax-Current (153.48) (167.47)<br />

Income Tax-Deferred 6.99 2683.19<br />

Income Tax-Fringe Benefit Tax (51.64) (38.20)<br />

MAT Credit (955.00) 1367.57<br />

Profit after tax 10818.20 16037.04<br />

OTHER INFORMATION<br />

Segment assets 154783.55 132832.81 2782.39 2521.05 95.05 101.37 (1483.35) (1100.24) 156177.64 134354.99<br />

Unallocated corporate assets (130.20) (130.20) 19672.14 16388.36<br />

Total assets 175849.78 150743.35<br />

Segment liabilities 67726.54 54086.50 654.59 896.13 16.43 49.46 (842.63) (715.29) 67554.93 54316.80<br />

Unallocated corporate liabilities (65.00) (65.00) 12372.54 8436.62<br />

Total liabilities 79927.47 62753.42<br />

Capital expenditure 14446.01 20659.67 44.52 539.93 (262.54) (128.25) 14227.99 21071.35<br />

Depreciation 7698.06 7012.76 158.24 84.11 0.18 0.20 (5.52) (6.63) 7850.96 7090.44<br />

134 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited


Schedules forming part of the Consolidated Accounts<br />

Schedule – S<br />

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)<br />

26) Adjustment made in Reserve and Surplus Account<br />

(Rs in lacs)<br />

<strong>2008</strong>-09 2007-08<br />

a) General Reserve Account<br />

Add: Adjustment consequent upon amalgamation of erstwhile Ace <strong>Glass</strong> Containers Ltd. Nil 31391.22<br />

Add: Transfer from Capital Reserve Nil 0.04<br />

Add: Transfer from Profit & Loss Account 7200.00 15000.00<br />

Less: Adjustment on account of transitional provision under AS-15 Nil 118.63<br />

Less: Loss on Ace <strong>Glass</strong> Containers Limited for the year ended March 31, 2007 Nil 3146.66<br />

Less: Carrying Cost of shares held in erstwhile Ace <strong>Glass</strong> Containers Limited pursuant<br />

to the Scheme of Amalgamation Nil 7.55<br />

Less : Merger expenses and others Nil 83.19<br />

Less: Minority Interest 0.47 0.56<br />

Total 7199.53 43034.67<br />

b) Revaluation Reserve Account<br />

Add: Adjustment during the year 2.78 8054.76<br />

Less: Transfer to Profit and Loss Account 306.68 281.21<br />

Less : Adjustment on account of sale/ discard of assets 1.47 60.75<br />

Total (305.37) 7712.80<br />

c) Debenture Redemption Reserve Account<br />

Add: Transfer from Profit & Loss Account 1250.00 Nil<br />

Total 1250.00 Nil<br />

d) Share Premium Account<br />

Add: Adjustment consequent upon amalgamation of erstwhile Ace <strong>Glass</strong> Containers Ltd. Nil 12449.54<br />

Less: Deferred Tax Liability 2369.18 Nil<br />

Total (2369.18) 12449.54<br />

27) Figures for previous year have been regrouped and/or rearranged wherever considered necessary.<br />

28) Schedule "A" to "L" and "S" form part of Consolidated Balance Sheet and Schedule "M" to "S" form part of Consolidated Profit and Loss<br />

Account.<br />

As per our report of even date<br />

For Lodha & Co. Mukul Somany Sanjay Somany<br />

Chartered Accountants Jt. Managing Director Managing Director<br />

H. K. Verma Priya Ranjan Nirmal Khanna<br />

Partner Company Secretary Sr. Vice President and<br />

Kolkata<br />

Chief Financial Officer<br />

June 20, 2009<br />

<strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited | 135


136 | <strong>Hindusthan</strong> <strong>National</strong> <strong>Glass</strong> & Industries Limited

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