Annual Report FY 2009-10 - Welspun

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th15 Annual Report 2009-1027. The Board of the Company had approved the Scheme of Arrangement in the nature of demerger and transfer of Plate and Coil MillDivision of the Company to its then wholly owned subsidiary viz. Welspun Steel Plates and Coil Mills Private Limited (the“Scheme”). Due to change in the circumstances since then, in the opinion of the management, going ahead with the Schemewould not be in the overall interest of the Company. Hence, it was decided not to pursue the Scheme and accordingly the schemewas withdrawn. The High Court of Gujarat vide its order dated 10 March 2010 has given its approval to the withdrawal ofDemerger Scheme filed u/s 391 to 394 of the Companies Act.28. The Company has been getting majority of the export orders and executing those orders through one of the related party whichbecame its Subsidiary (w.e.f. 31 March 2010). The realization, income/ benefits, claims or expenses relating to such transactionsare transferred/ paid immediately to the Company allowing it a small profit margin of about 0.5% of Sales.29. Welspun Infratech Limited (the “Acquirer”) a wholly owned subsidiary of the Company has entered in to Share PurchaseAgreement with the existing promoters and other shareholders of MSK Projects (India) Limited. (a company engaged ininfrastructure development and listed on Bombay Stock Exchange., National Stock of Exchange of India. and Vadodara StockExchange) (the “Target Company”) to transfer 5,279,438 equity shares (23.13%) of the Target Company at a price of Rs. 130.50 pershare and also entered into a Share Subscription Agreement to subscribe to 17,178,888 equity shares of the Target Company at anissue price of Rs. 123 per share and consequently has made a public announcement to the existing shareholders of the TargetCompany to acquire 20% of post preferential issue equity share capital of the Target Company at a price of Rs. 130.50 per share.Upon completion of the offer, assuming full acceptances in the offer, the Acquirer will hold 30,458,326 equity shares (76.15%) andassuming “Nil” acceptances in the offer, the Acquirer will hold 22,458,326 equity shares (56.15%) of the post preferential issueequity share capital of the Target Company.30. Sundry Creditors include an amount of Rs. 214.59 million being VAT collected on Sales. The Company has withheld the amount onits claim for set off against VAT incentive limit. If claim of the Company is not accepted, the amount will be paid and contested inappeal.31. Sales is net off bad debts of Rs. 134 million.32. The members of the Company have approved change of name to "Welspun Corp Limited" and the Company has received thecertificate dated 27 April 2010 towards change of name from Registrar of Companies, Gujarat.SIGNATURES TO SCHEDULES 1 TO 18As per our attached report of even date For and on behalf of the BoardFor MGB & Co. B.K.GoenkaChartered Accountants Chairman and Managing DirectorM.L.MittalExecutive Director FinanceMohan BhandariPartnerB.R.JajuChief Financial OfficerPradeep JoshiCompany SecretaryMumbai, 27 April 2010104
C rp LtdConsolidated Cash Flow Statement Annexed To The Balance Sheet For The Year Ended(Rs. in million)PARTICULARS31 March 2010 31 March 2009CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax and exceptional itemsAdjustments for:9,240.063,335.56Depreciation/Amortisation/ImpairmentExchange Adjustments (Net)Employee stock option compensation (Net)Interest incomeDividend incomeProvision for doubtful Debts (Net)Provision for doubtful Advances (Net)Provision for Diminution in value of Current Investments(Profit)/Loss on sales/redemption of Current Investments - NetInterest expenseLoss on sale/discard of fixed assetsOperating Profit before working capital changesAdjustments for:2,060.61(1,255.78)13.06(258.48)(91.64)(0.01)79.000.00(10.62)1,951.7050.4011,778.311,432.752,852.8521.85(1,021.07)(70.87)(61.60)0.001.06(68.62)2,261.795.118,688.81Trade and other receivablesInventoriesTrade and other payablesCash generated from operationsTaxes paid (Net)NET CASH GENERATED FROM OPERATING ACTIVITIES(1,960.68)9,372.42(13,528.56)5,661.48(1,840.53)3,820.95408.39(13,234.30)17,883.9613,746.86(552.05)13,194.81CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including Capital Work in Progress)Sale of fixed assetsInterest receivedDividend receivedPurchase of Long Term investments-SubsidiariesPurchase of Long Term investments-AssociatesSale of Long Term investments-SubsidiariesSale of Long Term investments-Others(Purchase)/Sale of Current Investments (Net)NET CASH USED IN INVESTING ACTIVITIES(3,783.32)8.45314.5791.64(50.31)(0.11)0.100.39(444.15)(3,862.74)(10,707.68)17.311,004.0770.87-(0.39)--2,178.19(7,437.64)105
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15 thAnnual Report2009-10C rp LtdFo
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C rp LtdFINANCIALS AT A GLANCEParti
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C rp LtdFinancial ScorecardAn excep
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...the journey continuesInfrastruct
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C rp Ltd• Spiral Pipe (API Grade)
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C rp LtdPARTICULARS OF EMPLOYEESAs
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01 Specific areas in which R&D is c
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WELSPUNSupplier of....Deepest Pipel
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C rp LtdCORPORATE GOVERNANCE REPORT
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) Number of Shareholders complaints
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C rp Ltd6. Stock Market price data,
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C rp Ltd16. Plant locationsi) Villa
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C rp Ltd...To global reachFROM LOCA
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C rp Ltdeconomic crisis but also sa
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C rp LtdIndian Steel Pipe Demand ov
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C rp LtdSWOT Analysis of the Indian
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C rp LtdWelspun - A SWOT analysisSt
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C rp LtdForex fluctuationsWith more
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C rp Ltd• Succession Planning pro
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C rp LtdCost of goods sold as a per
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C rp Ltdreserve account and Foreign
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C rp LtdExplanation for b) in respe
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...IT STRENGTHENS ITCHANGE DOES NOT
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C rp LtdHealth Awareness WorkshopsP
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C rp LtdGrowth.....................
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Annual Report FY 2009-10 - Welspun

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