Company Information

CHAIRMAN AUDITORS Mr. Karan Thapar Walker, Chandiok & Co Chartered Accountants DIRECTORS L-41, Connaught Circus Mr. J. K. Jain New Delhi - 110001 Mr. Vijay Rai Mr. Praveen Sachdev Mr. T. Balakrishnan COST AUDITORS MANAGING DIRECTOR A. R. Narayanan & Co. Cost Accountants & CHIEF EXECUTIVE OFFICER . Door No. 62/5621, 1st Floor, Dr. Venkatesh Padmanabhan Prabhat Building (w.e.f.11.03.2013) T.D Road, Ernakulam, Cochin- 682011 SR. VICE PRESIDENT CORPORATE FINANCE ACCOUNTS & ADMINISTRATION BANKERS Mr. S. K. Jain Axis Bank Limited State Bank of India COMPANY SECRETARY Yes Bank Limited HEAD CORPORATE - LEGAL ICICI Bank Limited Mr. P. S. Saini IndusInd Bank Limited

REGISTERED OFFICE CORPORATE OFFICE TC-79/4, Veli 801-803, Tower-B, 8th Floor Thiruvananthapuram-695 021 Global Business Park, (Kerala) Gurgaon-122 002 (Haryana)

HEAD OFFICE WORKS N-75, Connaught Circus Thiruvananthapuram (Kerala) New Delhi - 110001 Yamunanagar (Haryana) Shimoga (Karnataka)

THE SHARES OF THE COMPANY ARE LISTED ON BSE LIMITED LISTING FEE FOR THE YEAR 2013-2014 HAS BEEN PAID TO BSE LIMITED CONTENTS

Director’s Report 3 | Corporate Governance 9 | Management Discussion And Analysis Report 16 | Auditor’s Report 19 | Balance Sheet 22 | Profit And Loss Account 23 | Statement of Cash Flows 24 | Notes 26 | Directors’ Report Annual Report 2012-13

DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 2013

To, The Members:

Your Directors have pleasure in presenting the Annual Report with audited statement of accounts for the year ended 31st March, 2013. (` in Crores)

31st March, 2013 31st March, 2012 Gross operating Profit (before interest and depreciation) 55.33 56.96 Less : Interest 19.29 19.06 Gross Profit before Depreciation 36.04 37.90 Less : Depreciation 14.89 13.37 Profit before tax and exceptional items 21.15 24.53 Less : Exceptional Items 1.29 2.22 Tax Expenses : Current Tax 5.96 4.96 Short (Excess) Provision adjusted 0.76 0.08 Deferred Tax 1.27 2.44 Profit after Tax 11.87 14.83 To which is added : - Balance brought forward from the previous year 61.78 54.02 Leaving a balance of 73.65 68.85 Which your Directors recommend to be appropriated as under : Interim Dividend Paid - ` 5.50 per Preference Share on 30,00,000 11% Preference Shares 1.65 1.65 of Rs.100/- each (last year ` 5.50 per Preference Share) - ` Nil per Equity Share of ` 2/- each - 1.51 (last year ` 0.30 per Equity Share of ` 2/- each) Proposed Dividend - @ ` 5.50 on 30,00,000 11% Preference Shares of ` 100/- each 1.65 1.65 (last year ` 5.50 per Preference Share) - @ ` 0.20 per Equity Share of ` 2/- each 1.00 - (last year Nil) Tax on Dividend 0.72 0.78 Transfer to General Reserve 1.19 1.48 Carried forward to next year’s account 67.44 61.78

3 Directors’ Report Annual Report 2012-13

DIVIDEND The proposed clay project at Bhuj, Gujarat, charges for which the Company had acquired 10.50 hectares land has Your Directors are pleased to recommend a final dividend been put on hold and company is closely watching the @ ` 0.20 per Equity Share on 5,02,76,013 Equity Shares, economic changes. face value of Rs.2/- each, amounting to ` 1,00,55,203/- and ` 5.50 per Preference Share on 30,00,000 11% Cumulative The detailed review of the operations and performance of the Redeemable Preference Shares, face value of ` 100/- each, Clay and Starch businesses is contained in the Management amounting to ` 1,65,00,000/-. Discussion and Analysis Report which is appended to the Directors' Report and form part of it. During the year, the Company had declared and paid an interim dividend @ ` 5.50 per preference share on 30,00,000 EXPORTS 11% Cumulative Redeemable Preference Shares of ` 100/- each for the year ended 31st March, 2013 amounting to The continued global economic slow down impacted the ` 1,65,00,000/-. growth in exports particularly in starch. Your Company's total exports were at ` 28 Crores in the year under review as The total outgo on account of dividend including dividend compared to ` 25 Crores in the previous year. tax of ` 71,89,770/- will be ` 5,02,44,973/-. RESEARCH & DEVELOPMENT ACTIVITIES

OPERATIONS The continued emphasis on R&D activities and strong research orientation has played a stellar role in new product Your Company registered an overall growth of about 11% in development, application support to the customers as well as its net sales turnover from ` 378 Crores in the previous year technical support to plant operations. to ` 421 Crores in the current year. However, the EBIDTA of ` 55.33 Crores was almost at the same level as in the Particulars with respect to R&D activities carried out, previous year of ` 56.96 Crores. The profit after tax declined benefits derived, and the expenditure incurred thereon by about 24% from ` 14.83 Crores in the previous year to during the year under review are provided in Form B `11.87 Crores in the year under review. annexed to this report and form part of this report.

The net sales from clay business increased from ` 205 Crores FIXED DEPOSITS to ` 235 Crores (an increase of about 14%) over the previous year. However, the operating margins were under pressure On 31st March, 2013 fixed deposits amounting to mainly due to increase in the cost of fuel and power without ` 36,38,000/- which became due for repayment had any corresponding increase in sales realization and the remained unclaimed by 17 depositors. operating profit remained at ` 39 Crores as against ` 40 Crores in the previous year. CORPORATE GOVERNANCE

The starch business has shown a marginal growth in sales of The Company has complied with the code on corporate 8% from ` 172.75 Crores in the previous year to ` 186.37 governance as prescribed under Clause 49 of the Listing Crores for the year ended 31-03-2013. The starch division Agreement with Bombay Stock Exchange. A compliance as a whole suffered a loss of Rs.3.32 Crores in the current report alongwith Auditor's Certificate confirming the year as against a profit of ` 3.90 Crores in the previous year, compliance is appended herewith and forms part of this essentially on account of steep hike in maize price, in case of report. Yamunanagar unit, which could not be passed on to the customers. However, Yamunanagar unit recorded an operating profit (EBIT) of ` 1.78 Crores for the year 2012- CONSERVATION OF ENERGY, TECHNOLOGY 13. Specialty starch plant established in Shimoga with a ABSORPTION, FOREIGN EXCHANGE EARNINGS capital outlay of ` 45 Crores has not achieved its full AND OUTGO capacity and is working at a level of 30% of its capacity and has largely contributed to the dismal performance of the As required under rule 2 of the Companies (Disclosure starch business. This unit recorded an operating loss of ` of Particulars in the Report of Board of Directors) Rules, 5.10 Crores during the year under review. Overall, the 1988, the particulars relating to Conservation of Energy in operations of the Company were also affected due to slow respect of Starch Division and detail of Technology down in the growth of the economy. absorption in respect of Starch and Clay Divisions are annexed herewith in Form A. 4 Directors’ Report Annual Report 2012-13

The company has recorded export earnings of ` 28 Crores may note that the promoter group companies, are controlled and remittance of foreign currency equivalent to ` 6.76 by Mr. Karan Thapar, comprising of the following Crores towards various purposes details of which have been Companies 1) Greaves Cotton Ltd., (2) Premium incorporated in the Notes to Accounts No. 35 to 37. Transmission Ltd., (3) Pembril Industrial & Engineering Company Pvt. Ltd., (4) DBH International Pvt. Ltd. (5) DIRECTORS Karun Carpets Pvt. Ltd., (6) Greaves Leasing Finance Ltd., (7) Dee Greaves Ltd., (8) Bharat Starch Products Ltd., (9) Mr. Karan Thapar and Mr. J.K. Jain , Directors being longest DBH Global Holdings Ltd., (10) DBH Investments Pvt. in the office, are liable to retire by rotation and are Ltd., (11) Greaves Farymann Diesel GmbH (12) DBH eligible for reappointment. Their appointments are Consulting Ltd. (13) Greaves Auto Ltd. (14) Greaves Cotton recommended for your approval. The profile of Mr. Karan Netherlands B.V. , (15) Ascot International FZC, (16) Thapar and Mr. J.K.Jain seeking reappointment, forms part Premium Transmission Cooperatie UA, (17) DBH Stephan of the Corporate Governance Report. Ltd. and (18) Premium Stephan B.V.

Dr. Venkatesh Padmanabhan was appointed as an Additional Director of the Company and as the Managing PARTICULARS OF EMPLOYEES UNDER SECTION Director and Chief Executive Officer of the Company for a 217 (2A) OF THE COMPANIES ACT, 1956 period of 5 years w.e.f. 11-03-2013. As an Additional Director Dr. Venkatesh Padmanabhan will hold office upto Statement of particular of employees as required under the date of ensuing Annual General Meeting of the Section 217 (2A) of the Companies Act, 1956 read with Company. A notice U/s 257 of the Companies Act, 1956, the Companies (particulars of employees) Rules, 1975 as proposing his candidature as a Director of your Company, amended upto date are attached herewith and form part of has been received. His appointment as a Director and as the Directors' Report, as Annexure 'A”. Managing Director is recommended for your approval. The Profile of Dr. Venkatesh Padmanabhan seeking AUDITORS appointment, forms part of the Corporate Governance Report. M/s Walker, Chandiok & Co., Chartered Accountants, the existing Auditors retire and are eligible for Mr. Rahul Gupta Executive Director of the Company ceased reappointment. Their appointment and remuneration is to be the Executive Director/ Director w.e.f. 31-12-2012 . recommended for your approval. Mr. Rahul Gupta had been associated with the Company from 2nd March, 2009. The Board place on record its RESPONSIBILITY STATEMENT appreciation for the invaluable service rendered by Mr. Rahul Gupta during his association with the Company. Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed; DELISTING a) That the Company has followed the applicable The Company has received a proposal from M/s DBH accounting standards in the preparation of the International Pvt. Ltd. (DBH) one of the Promoters of the Annual Accounts for the year ending 31-03- Company, to voluntarily delist the equity shares of the 2013 and there is no material deviation from the Company from Bombay Stock Exchange, the only stock previous year. exchange where the Equity Shares of the Company are b) That the Company has selected such accounting listed, in terms of SEBI (Delisting of Equity Shares) policies and applied them consistently and made Regulations, 2009. DBH has given the floor price of ` 41/- judgements and estimates that are reasonable and per Equity Share. DBH has requested the Company to seek prudent so as to give a true and fair view of the the shareholders approval by way of Postal Ballot in state of affairs of the company for the year ended accordance with SEBI (Delisting of Equity Shares ) 31st March, 2013 and of the profit of the year Regulations, 2009 by way of Special Resolution and get in ended 31.03.2013. principle approval of Bombay Stock Exchange. Your c) That the Company has taken proper and sufficient Company is taking necessary steps in this matter. care for the maintenance of adequate accounting records in accordance with the provisions of PROMOTER GROUP the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and The Promoter Group holding in the Company currently is detecting fraud and other irregularities and; 77.92% of the Company's Equity Capital. The Members 5 Directors’ Report Annual Report 2012-13

d) That the Annual Accounts are prepared on a going F O R M – A concern basis. ENERGY CONSERVATION STATEMENT CORPORATE SOCIAL RESPONSIBILITY FOR STARCH BUSINESS Your Company in its avowed commitment towards Power & Fuel Consumption 2012-13 2011-12 environment protection and social responsibility, continues to provide free water under its rain water harvesting scheme 1. Electricity to the neighbouring villages around the Thonnakkal Mines a. Purchased through pipelines and water tankers. The Company also regularly conducts medical camps for the villagers. Units (KWH) 12,680,410 14,623,897 Total amount ( ` Lacs) 832.28 735.00 Rate/Unit 6.56 5.03 HUMAN RESOURCES

Your Company believes in and lay special emphasis on team b. Own Generations work, skill development and development of leadership and (i) Through Diesel Generator sets functional capabilities of the management staff. Units (KWH) 1,465,617 733,587 Units/ Ltr of diesel 3.00 2.97 Cost/unit (Rs) 13.18 12.91 INDUSTRIAL RELATIONS (ii) Through CO-Generation The Board of Directors place on record their sincere Power Plant (Units) 498,274 1,484,150 appreciation of the active, dedicated and valuable contribution of the Company's employee at all levels. 2. Fuel a. Coal and Lignite During the year under review, industrial relations in the Quantity (MT) 1,575 1,076 Company continued to be cordial and peaceful. Total Cost ( Rs. Lacs ) 104 75.15 Average rate/MT (Rs.) 6,589 6,987

ACKNOWLEDGEMENT b. Agro waste - Husk, Wood waste etc. The Board of Directors place on record their appreciation Quantity ( MT ) 32,523 37,227 for the invaluable support and co-operation extended by Total Cost ( Rs. Lacs ) 833 840 Banks/Financial Institutions viz. Axis Bank Ltd., State Average rate/MT (Rs.) 2,561 2,256 Bank of India, Indusind Bank Ltd., ICICI Bank Ltd and Yes Bank Ltd. and Central and State Governments and other c. Furnace Oil Government authorities. The Directors also express their Quantity ( per '000 KL ) 132 187 sincere thanks to all other stakeholders for their valuable Total Cost ( Rs. Lacs ) 50 75.26 continued support to the Company. Average rate (Per KL) (Rs) 37,473 40,259 FOR AND ON BEHALF OF THE BOARD

Consumption/MT of production Sd/- Sd/- i) Electrcity ( UNITS/MT ) 256 303 (Vijay Rai) (Dr. Venkatesh Padmanabhan) ii) Fuel Director Managing Director & CEO a. Coal and Lignite (Kg) 27.5 19.4 b. Agro waste - Husk, Place : Gurgaon Wood waste etc. (Kg) 568.6 669.9 Date : 03-05-2013 c. Furnace Oil (KL) 2.3 3.4

6 Directors’ Report Annual Report 2012-13

F O R M – B

1. Specific Areas in which R & D Carried out by the b) Development of High Aspect ratio Kaolin for the Company:- Rubber and Coating industry.

Clay Division c) Indepth study and Identification of the suitable Matrix blend for the New Mining area. a) Developed and commercialised Low TDS, finer grade Hydrous Kaolin for Electro deposition coating. Starch Division b) Identified and developed process route for the modification of Bentonite (Non -kaolin product). a) Development of high temp. drilling starch. b) Development of organic binder for Ore industries. c) Developed Composite product for PVC Pipe application. c) Development of textile printing thickener. d) Starch adhesive for corrugation industries. Starch Division 4. Expenditure on R & D :- a) Developed maize starch based oil well drilling starch. 31st March, 2013 31st March,2012 b) Developed maize starch based coal binder. (`) (`) c) Developed new coating binder. a) Capital 33,35,200/- 41,04,099/- d) Development of Cold water soluble adhesive for paper sack application. b) Recurring 1,68,14,917/- 1,91,96,934/- c) Total 2,01,50,117/- 2,33,01,033/- 2. Benefits derived as a result of the above Research & Development :- d) R&D Expenditure 0.46 0.59 as a percentage of Clay Division Total turnover a) High value addition product . b) Scope for New area of diversification (Non - Kaolin product). c) Opened up New Market area.

Starch Division a) Increased market share of oil well drilling starch with higher contribution. b) Entry into a new segment & export. c) Opened up new segment of starch based adhesive .

3. Future Plan of Action :-

Clay Division a) Development of 'New product ' for the Tyre inner liner application.

7 Directors’ Report Annual Report 2012-13 . ’ d t L

n o i t a r o p r o C held Last

x e l Employment ANNEXURE ‘A p y Essar Steel Group Eicher Motors Ltd. l Usha Martin Limited o P 49 59 57 47 ears ) Age (Y Date of 1.03.2013 1 02.03.2009 01.06.2010 30.04.2012 of Employment Commencement ears ears ears ears Y Y Y ears ) Y 38Y 23 23 33 ( Experience

ravel Concession, Company's Contribution to Provident Fund and (Ind. Enginering) (Ind. Engineering) T Engineering) . .Delhi) g, USA g, USA Chemical ech ( IIT Qualification PGD (PM & IR) Delhi(

B.T ch 31, 2013. MS(Chemical Engg.) PGDM - IIM Kolkata IIT - ech (Xavier Institute of Social Service) B.S. - BITS, Mesra (Mech.Engineering) B.T , and taxable value of perquisites, wherever applicable. M.S. - University of Pittsbur Ph.D. - University of Pittsbur ended Mar ) oss ` ead with the Companies ( Particulars of Employees ) Rules,1975, as amended and forming ( Gr 5,83,666 56,15,980

78,08,355 72,97,937 Remuneration Allowances, Performance Incentive, Leave , ficer ficer , Gratuity paid if any Of the financial year enkatesh Padmanabhan, Managing Director & CEO is contractual. Operating V ice-President . V . Designation Managing Director and Chief Executive Of Executive Director Sr ( Corp.HR) Chief & Business Head- Minerals Business ectors' Report for .e.f. 31.12.2012 Patel enkatesh Asim .Rahul Gupta* .Praneet Mehrish . .V Gross Remuneration includes Salary None of the employees listed above, is a relative any Director Company The appointment of Dr Superannuation Fund, Leave Salary Ceased w Name Dr Padmanabhan Mr Mr Mr . part of the Dir Sr Information pursuant to Section 217 ( 2A) r No. 1 2 3 4 * Notes 1 2 3

8 Corporate Governance Annual Report 2012-13

CORPORATE GOVERNANCE Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. 1. COMPANY PHILOSOPHY 2. BOARD OF DIRECTORS Corporate governance in EICL Ltd. is based on principles such as conducting the business with all 2.1 Composition of Board of Directors integrity and fairness, being transparent with regard to all transactions, making all the necessary disclosures The composition of the Board is in full compliance of and decisions, complying with all the applicable laws, Clause 49 of Listing Agreement and has optimum accountability and responsibility towards the combination of executive and non executive Directors. stakeholders and commitment to conducting business The Board of Directors consist of six directors, in an ethical manner. The method adopted by the comprising of a Non-Executive Chairman, a Company can fulfill its goals and objectives in a Managing Director and four Non-Executive / manner that adds to the value of the company and is independent Directors as on 31-03-2013.The also beneficial for all stakeholders, customers and composition of the Board, attendance of the Directors employees in the long term. Your Company is in at the Meetings and also other directorships / compliance with the guidelines on Corporate memberships / Chairmanship of the Committees, are as follows :

Name of the Category of No. of Board Attendance No. of other Committee Memberships Directors Director Meetings at last Directorships As a As a attended AGM Member Chairman Mr. Karan Thapar Chairman 5 No 8 1 - (Non-Executive Promoter) Mr. S.K. Toshniwal Non-Executive 1 No 3 - 1 upto 22-06-2012 Independent Mr. Vijay Rai Non-Executive 5 Yes 9 3 1 Independent Mr. J.K. Jain Non-Executive 5 No 2 3 0 Independent Mr. P.Sachdev Non-Executive 5 No 3 2 1 Independent Mr. Rahul Gupta upto 31.12.2012 Executive Director 4 No - 1 - Mr. T. Balakrishnan Non-Executive 5 Yes 9 0 0 Independent Dr. Venkatesh Padmanabhan Managing Director 0 No 0 0 0 w.e.f. 11-03-2013 & CEO As on 31-03-2013, the Directors of the Company are not related to each other and are independent of each other.

2.2 Board Meetings the Committee. The Company Secretary is The meetings of the Board of Directors of the the Secretary to the Committee. The Executive Company are usually held at Company's Director/ Managing Director and Senior Vice Corporate Office at Gurgaon and generally President (Corporate Finance, Accounts & chaired by Mr. Karan Thapar, Chairman of the Administration) are the permanent invitees at Company. During the year, the Company held the Committee Meetings. five Board Meetings on 1st May, 2012, 26th During the year, the Committee met four times, July, 2012, 29th October, 2012, 10th December, on 1st May, 2012, 26th July, 2012, 29th October, 2012 and 28th January, 2013. 2012, and 28th January, 2013 Attendance of the Members at the Committee 3. AUDIT COMMITTEE Meetings was as under :- 3.1 Composition Name Number of The Audit Committee consists of three Meetings attended Independent Directors viz. Mr. Vijay Rai, Mr. Mr. Vijay Rai 4 J.K. Jain and Mr. P.Sachdev. Mr. Vijay Rai is Mr. J.K. Jain 4 appointed by the Committee as the Chairman of Mr.P. Sachdev 4 9 Corporate Governance Annual Report 2012-13

3.2 Terms of Reference - To secure attendance of outsiders with The terms of reference of the Audit Committee relevant expertise, if it considers necessary. inter alia, include the following : - Approval of appointment of CFO (i.e., the - To discuss with the Auditors both Internal whole-time Finance Director or any other Auditors as well as Statutory Auditors on person heading the finance function or adequacy of internal controls in systems and discharging that function) after assessing the procedures. qualifications, experience and background, etc. of the candidate. - Adherence to significant Accounting Policies and compliance with the Accounting 4. SHAREHOLDERS/INVESTORS GRIEVANCE Standards. COMMITTEE - Overseeing the Company's financial The Shareholders Grievance/Share Transfer reporting process and the disclosure of its Committee comprises of Mr. Karan Thapar, Mr. financial information to ensure that the Rahul Gupta Executive Director ( till 31- 12- 2012) financial statement is correct, sufficient and as members and Mr.P. Sachdev as Chairman of the credible. Committee. - Recommending to the Board, the appointment, The Committee deals in matters relating to transfer re-appointment and, if required, the and transmission of shares, issue of duplicate share replacement or removal of the Internal as well certificates, redressing of investor's complaint such as Statutory Auditors and the fixation of audit as non receipt of shares/dividends etc. and other fees and fees for other services rendered by matters related to shares of the Company. The the Auditors. complaints received during the year were addressed - To review periodic financial results before to the satisfaction of the shareholders. submission to the Board with particular Mr. P.S. Saini, Company Secretary is the Compliance reference to; Officer of the Company. During the year, the - Any changes in accounting policies and Committee met twice on 30-06-2012 and 31-01- practices. 2013. - Major accounting entries based on exercise 5. RISK MANAGEMENT COMMITTEE of judgement by Management. The Risk Management Committee comprises of - Any qualification in draft audit report. following three Directors; - Compliance with Accounting Standards. 1. Mr. J.K. Jain, Chairman - Compliance with Stock Exchange and 2. Mr. Vijay Rai, Member legal requirements concerning financial 3. Mr. Rahul Gupta, Executive Director statements. upto 31- 12- 2012 - Review of financial reporting system. 4. Mr. T. Balakrishnan, Member w.e.f. 28- 01- 2013 - Ensuring regulatory compliances. - To review the related party transactions. During the financial year 2012-13, the Committee met twice. The Company has well defined Risk - To seek information from any employee. Assessment and Minimization Policy duly approved - To obtain outside legal or other professional by the Board of Directors of the Company. The advice. Committee evaluated the anticipated risks - To investigate any activity within its terms of associated with the affairs of the Company and the reference. necessary steps had been taken to mitigate/ minimize the risks.

6. REMUNERATION TO DIRECTORS A. Executive Director / Managing Director & CEO (Amount in `) Salary Perquisites Retirement Benefits Commission Total MR. RAHUL GUPTA 50,46,984/- 1,30,950/- 26,30,421/- – 78,08,355/- upto 31- 12- 2012 MR. VENKATESH 5,53,096/- 847/- 29,723/- – 5,83,666/- PADMANABHAN w.e.f 11- 03- 2013 10 Corporate Governance Annual Report 2012-13

B. Non-Executive Directors A Special resolution under Sections 16, 31 and 94 I. (Amount `) of the Companies Act, 1956 approving alteration of Clause V of Memorandum of Association and Name Sitting Fees Article 5 of Articles of Association of the Mr. Karan Thapar 82,000/- Company for the substitution of increased Mr. S.K. Toshniwal upto 22-06-2012 20,000/- Authorised Capital from ` 380,000,000/- to Mr. Vijay Rai 2,00,000/- ` 480,000,000/- was unanimously passed in the Mr. J.K. Jain 1,80,000/- Annual General Meeting held on 29th June, 2010. Mr. P. Sachdev 1,44,000/- A Special resolution approving sub-division of Mr. T. Balakrishnan 1,00,000/- Equity Shares of `10/- each into Equity Shares of ` 2/- each was unanimously passed in the Annual II. (Amount `) General Meeting held on 29th June, 2010. Chairman Commission A Special resolution approving issue of 27,931,119 MR. KARAN THAPAR 16,33,758/- Bonus Equity Shares of ` 2/- each in the ratio of 5:4 by utilizing Capital Redemption Reserve was unanimously passed in the Annual General Meeting The members of the Company in their Annual held on 29th June, 2010. General meeting held on 08-09-2009 approved the payment of Commission @ 1% per annum, A Special resolution approving to change the name in aggregate, to the Non-Executive Directors of of the Company from ENGLISH INDIAN CLAYS the Company u/s 309 of the Companies Act, LIMITED to “EICL LIMITED” and alteration of 1956 on the Net Profit of the Company as the Memorandum of Association and the Articles of calculated u/s 349 and 350 of the Companies Association, Books of Accounts, Statutory Act, 1956. Keeping in view the overall Records, Letterheads, Name plates etc. accordingly involvement of Shri Karan Thapar, Chairman was unanimously passed in the Annual General of the Company in the affairs of the Company’s Meeting held on 22nd June, 2012. business, the Directors resolved to give 1% commission to Shri Karan Thapar. 8. DISCLOSURES III. Director’s Shareholding a. Related Party Transactions The following non-executive directors are With respect to the detail of related party holding shares in the Company as on 31 transactions of material nature, a suitable 03-2013 :- disclosure as required by Accounting No. of Shares Standard (AS-18) has been made in the 1. Mr. Karan Thapar 72000 Annual Report. All the directors have 2. Mr. Vijay Rai 12836 disclosed their interest in Form 24AA pursuant to section 299 of the Companies Act, 1956 and as and when any changes in 7. GENERAL MEETINGS their interest take place, they are placed Last three Annual General Meetings were held as before the Board at its meetings. under :- The Company did not have any material Financial year Date of Time Venue significant related party transaction which Ended Meeting may have potential conflict with the interest 31st March, 2012 22nd June, 11.00 a.m TC-79/4, Veli, of the Company. 2012 Thiruvananthapuram, Kerala b. Compliance by the Company 31st March, 2011 10th June, 11.00 a.m. TC-79/4, Veli, 2011 Thiruvananthapuram, There were no instances of non-compliance Kerala of any requirements of the Stock Exchange,

31st March, 2010 29th June, 11.30 a.m. TC-79/4 Veli, SEBI and other statutory authorities on any 2010 Thiruvananthapuram, matters relating to capital market during the Kerala last 3 years ending March 31, 2013.

11 Corporate Governance Annual Report 2012-13

c. Code of Conduct a. Mr. Karan Thapar The Company's Code of Conduct as adopted Mr. Karan Thapar, Chairman of the by the Board of Directors of the Company at its Company aged 56 years, is a Chartered meeting held on 28th October, 2005 is a Accountant and belongs to the Promoter comprehensive Code laying down in detail the family. He joined the Board of the Company standards of business conduct, ethics and in the year 1990. He possesses rich governance. The Code is available on the experience of over 30 years in managing Company's Website: www.eicl.in. companies having interest in diversified The Code has been circulated to all the areas. He holds 72000 equity shares in the members of the Board and the Senior company. He holds Directorships in Management and the compliance of the same following companies. has been affirmed by them. A declaration Other Directorships signed by the Managing Director & CEO of the Company is given below : 1. Greaves Cotton Ltd. 2. Bharat Starch Products Ltd. “I hereby confirm that all Directors and Senior 3. Premium Transmission Ltd. Management of the Company have affirmed 4. DBH International Pvt. Ltd. compliance with the Company's Code of 5. DBH Consulting Ltd. Conduct for the financial year ended 31st 6. Karun Carpets Pvt. Ltd. March, 2013. 7. Premium Transmission Co- operatie UA 8. DBH Stephan Ltd. Sd/- Place : Gurgaon Dr.Venkatesh Padmanabhan Committee Memberships Date : 03- 05- 2013 Managing Director & CEO Shareholders Grievance EICL Ltd Share Transfer Committee Greaves Cotton Ltd d. MD & CEO/CFO Certification The Managing Director & CEO and Senior b. Mr. J. K. Jain Vice President (Corporate Finance & Accounts and Admn.) have signed a joint Mr.J.K.Jain aged 68 years is fellow member certificate accepting responsibility for the of the institute of Chartered Accountant of financial statements and confirming the India having 37 years of experience as effectiveness of the internal control systems, finance Executive in both private and public as required in Clause 49 of the Listing Sectors in India and abroad such as GAIL Agreement as per Annexure 1. (INDIA) Ltd., State Trading Corporation , Projects & Equipment Corporation and 9. MEANS OF COMMUNICATION Engineering Projects (India) Ltd. He has The Company usually publishes quarterly, half-yearly gained rich and varied experience through and annually, its financial results in Cochin edition of working in companies engaged in manufacturing, Financial Express in English and Mangalam in Services, Trading, Construction and Projects. Malayalam Language. The said results are promptly He is not holding any shares in the Company furnished to the stock exchange for display on their and holds Directorship in following website and are also displayed on the Company's website www.eicl.in. Companies: Information about the Company in general, Other Directorships management, its financials, its products etc. can be 1. Jamna Auto Industries Ltd. accessed at the Company's website. 2. Mahanagar Gas Ltd. Management Discussion and Analysis Report is appended and form part of the Annual Report. Committee Memberships Audit Committee 10. GENERAL SHAREHOLDER INFORMATION - Mahanagar Gas Ltd. 10.1 Disclosures regarding re-appointment of - Jamna Auto Industries Ltd. Directors - EICL Ltd - Chairman.

12 Corporate Governance Annual Report 2012-13

c. Dr. Venkatesh Padmanabhan dividend is already paid) on 11% 30,00,000 Dr.Venkatesh Padmanabhan aged 50 years is a Cumulative Redeemable Preference Shares Graduate Mechanical Engineer from the Birla of ` 100/- each respectively for the year Institute of Technology, Ranchi (BITS – Mesra). ended 31st March, 2013. He further went on to finish his MS in Engineering The quarterly/half yearly results for the Management and Ph. D in Industrial Engineering financial year 2013-14 will be announced as from University of Pittsburgh, USA. He was follows :- subsequently honoured as the Outstanding Young First Quarter ending 30th June, 2013 by 14th Engineer of the Year by the Engineering Society of August, 2013 Detroit in 1994. Dr. Padmanabhan has 23 years of work experience Half yearly ending 30th September, 2013 by and joined us from Royal Enfield, a division of 14th November, 2013. Eicher Motors Ltd., where he was the Chief Third Quarter ending 31st December, 2013 Executive Officer. Prior to Royal Enfield, he by 14th February, 2014. successfully held Leadership Positions with Annual audited results by 30th May, 2014. Daimler Chrysler Corp. and General Motors in Germany and the USA. Dr. Venkatesh 10.4 BOOK CLOSURE Padmanabhan was appointed on the Board of the The Register of Members of the Company Company w.e.f.11th March 2013 and designated will remain closed from 10-06-2013 to 12-06- him as Managing Director and Chief Executive 2013 (both days inclusive). Officer. 10.5 LISTING ON STOCK EXCHANGE & Other Directorships SHARE CODE NO. NIL The Shares of the Company are listed on the BSE Ltd. as per details given below :- 10.2 Forthcoming Annual General Meeting Name Address Stock Code The Forty Ninth Annual General Meeting of BSE Ltd. Phiroze Jeejeebhoy 526560 the Company is scheduled to be held on Tower, Dalal Street, Wednesday, 12th June, 2013 at TC-79/4, Veli, Mumbai 400 001 Thiruvananthapuram, Kerala at 11.00 a.m. 10.6 MARKET PRICE DATA – Bombay Stock inter-alia, to consider and adopt the Annual Exchange Accounts for the year ended 31st March,

2013. MONTH HIGHEST (Rs.) LOWEST (Rs.) OF THE MONTH OF THE MONTH 10.3 Financial Calendar April, 2012 42.60 38.10 The financial year - 1st April to 31st March May, 2012 44.70 38.50 Announcement of financial results June, 2012 43.00 39.00 For year ended 31st March, 2013 on 03 - 05 - July, 2012 46.50 40.50 2013. August, 2012 46.00 40.45 The Board of Directors had declared an interim dividend ` 5.50/- per Preference September, 2012 42.50 36.05 Share on 11% 30,00,000 Cumulative October, 2012 41.95 38.00 Redeemable Preference Shares of Rs.100/- November, 2012 41.80 37.55 each for the year ended 31st March, 2013 . The said interim dividend was paid on 02- December, 2012 41.90 36.00 11-2012. January, 2013 50.30 37.00 The Board of Directors have recommend a February, 2013 44.00 35.50 final dividend @ ` 0.20/- per Equity Share of ` March, 2013 44.25 31.00 2/- each and @ `.5.50/- per preference share (` 5.50 per preference share as an interim

13 Corporate Governance Annual Report 2012-13

10.7 REGISTRAR AND SHARE TRANSFER 10.9 D I S T R I B U T I O N O F E Q U I T Y AGENT SHAREHOLDING PATTERN AS ON RCMC Share Registry Pvt. Ltd. MARCH 31, 2013 B-106, Sector -2, Noida - 201 301, U.P. CATEGORY NO. OF PERCE- Phone : 0120-4015880 Fax : 0120-4015839 SHARES OF NTAGE Email : [email protected] Rs. 2/- EACH Promoters 39174603 77.92 10.8 SHARE TRANSFER SYSTEM Indian Institutional Investors 0 - Share lodged in physical form for transfer / Other Bodies Corporate 3041266 6.05 Transmission, are usually transferred / Foreign Institutional Investors 2993544 5.95 Transmitted within 15 days, if the documents NRIs/OCBs 98194 0.20 are clear in all aspects. Requests received for Mutual Funds 0 - dematerialization of shares are processed and General Public 4955570 9.86 the confirmation is given by the Registrar & Directors & Relatives 12836 0.02 Transfer Agent to the Depositories within 21 TOTAL 50276013 100 days.

10.10 DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2013

Shareholding of No. of Percentage No. of Shares Percentage Nominal value (Rs.) Shareholders Upto 5000 14138 98.22 3403298 6.77 5001-10000 125 0.87 445441 0.89 10001-20000 73 0.51 482060 0.96 20001-30000 21 0.15 254340 0.51 30001-40000 5 0.03 83028 0.17 40001-50000 7 0.05 153861 0.31 50001-100000 11 0.08 364053 0.72 100001 & above 14 0.10 45089932 89.68 TOTAL 14394 100 50276013 100

10.11 DEMATERIALISATION OF SHARES 10.13 ADDRESS FOR CORRESPONDENCE The Equity Shares of the Company can be EICL Limited traded on the Bombay Stock Exchange only TC-79/4, Veli,Thiruvananthapuram 695 021, in dematerialized form. KERALA Phone : (0471) 4095111 The ISIN Number allotted to Equity Shares is Fax : (0471) 2742233 Email : [email protected] INE 267F01024. EICL Limited As on March 31, 2013, 49,801,452 Equity Global Business Park, 801-803, Tower-B, Shares being 99.05% of the total Equity M.G. Road, Gurgaon 122 002, Haryana Shares Capital are in dematerialized form Phone : (0124) 280 3379-83 with NSDL/CDSL. Fax : (0124) 280 3372 Email : [email protected] 10.12 PLANT LOCATIONS 11. NON MANDATORY REQUIREMENT UNIT ADDRESS The Company has provided and maintained a Clay Unit TC-79/4, Veli, Chairman's Office with requisite facilities, for use by Thiruvananthapuram – 695 021, its Non-Executive Chairman, at the Company's KERALA expense. The Company also reimburse all expenses Corn Wet Radaur Road, incurred in his furthering the Company's business Milling Unit P.O. Yamunanagar 135 001, interest. HARYANA For & on behalf of the Board Specialty Starch Plot No 145, SEZ Road Sd/- Sd/- Unit Machenahalli Indusrial Area, Nidige Post, Place : Gurgaon Vijay Rai Dr. Venkatesh Padmanabhan Shimoga 577222, KARNATAKA Date : 03-05-2013 Director Managing Director & CEO 14 Corporate Governance Annual Report 2012-13

MANAGING DIRECTOR & CEO AND CFO AUDITORS’ CERTIFICATE ON COMPLIANCE CERTIFICATION WITH THE CONDITIONS OF CORPORATE To, GOVERNANCE UNDER CLAUSE 49 OF THE The Board of Directors LISTING AGREEMENT EICL Ltd.

We, Dr. Venkatesh Padmanabhan, Managing Director & To the Members of EICL Limited CEO and S.K. Jain, Sr. Vice President (Corporate Finance & Accounts), responsible for the finance function certify We have examined the compliance of conditions of that : Corporate Governance by EICL Limited (“the Company”) for the year ended on March 31, 2013, as stipulated in clause a) We have reviewed the financial statements and cash st 49 of the listing agreement of the Company with the stock flow statement for the year ended 31 March, 2013 exchange. and to the best of our knowledge and belief: i) these statements do not contain any materially The compliance of conditions of corporate governance is the untrue statement or omit any material fact or responsibility of the management. Our examination was contain statements that might be misleading; limited to procedures and implementation thereof, adopted ii) these statements together present a true and fair by the Company, for ensuring the compliance of the view of the Company's affairs and are in conditions of Corporate Governance as stipulated in said compliance with existing Accounting Standards, clause. It is neither an audit nor an expression of opinion on applicable laws and regulations. the financial statements of the Company. b) To the best of our knowledge and belief, no transactions entered into by the Company during the In our opinion and to the best of our information and year ended 31st March, 2013 are fraudulent, illegal or according to the explanations given to us, and as per violative of the Company's Code of Conduct. representations made by Directors and the Management, we certify that the Company has complied with the conditions of c) We accept responsibility for establishing and Corporate Governance as stipulated in the above mentioned maintaining internal controls for financial reporting listing agreement. and have evaluated the effectiveness of internal control systems of the Company for such reporting. We further state that such compliance is neither an assurance We have disclosed to the Auditors and the Audit as to the future viability of the Company nor the efficiency or Committee, deficiencies, if any, in the design or effectiveness with which the management has conducted the operation of such internal controls, of which we are affairs of the Company. aware, and the steps have been taken to rectify these deficiencies. d) We have also indicated to the Auditors and the Audit for Walker, Chandiok & Co Committee that : Chartered Accountants Firm Registration No: 001076N i) There has not been any significant change in internal control over financial reporting during the year under reference; Sd/- ii) There has not been any significant change in per Ashish Gupta accounting policies during the year requiring Partner disclosure in the notes to the financial statements; Membership No. 504662 and iii) We are not aware of any instance of fraud during Place: Gurgaon the year with involvement therein of the Date : May 03, 2013 management or any employee having a significant role in the Company's internal control system with respect to financial reporting. Sd/- Sd/- Dr. Venkatesh Padmanabhan S.k. Jain Managing Director & CEO Sr. Vice President (Corpt. F&A) Place : Gurgaon Date : 03-05-2013 15 Management Discussion and Analysis Report Annual Report 2012-13

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Competitive and External Environment year. EBIDTA and PAT declined by 3% and 20% to ` 55 Cr. and ` 12Cr. respectively, a. The domestic environment remained mainly due to the adverse business environment. challenging during 2012-13 with slowing demand, high inflation and high interest rates b. The settlement expenses relating to workers of and growing uncertainty. The global the closed operations have been provided in macroeconomic conditions deteriorated, with the P&L statement. recession in the Eurozone, and slackening in c. The land bank of Kaolin raw material at Kerala the US economy. These factors resulted in a continued to be augmented. Total committed weak investment climate in India. The during the year was approx. ` 5 Cr. In addition, business environment remained challenging various opportunities are explored outside during the year with lower GDP growth and Kerala and outside India. slowdown in investments. d. The Company's R&D Unit continued to play a b. The growth in manufacturing slowed down key role in developing new products, and new significantly to 3.2% from 3.9% last year. The applications; also in offering application industry segments of concern to EICL that support to the customers. The various new were impacted adversely, were Paper & products have been developed and expected to Board (throughout the year), and the be marketed in FY 2013-14 in both the continued recession in the Textile Industry. segments. Superimposed on the above was the inception of the down turn in the Starch commodity 3. Segment Wise Business Performance cycle from October 2012 onwards, and the (` Crores) significant increase in industrial fuel prices. 2011-12 2012-13 c. The macro-economic environment is not very healthy. There is an increasing competition in Starch Clay Total Starch Clay Total Calcined Clay and Value added Clays Business segment from few smaller Net Sales 172.75 205.33 378.08 186.37 235.14 421.51 companies. The company has been focusing EBIDTA 8.20 49.19 57.39 1.62 48.75 50.37 on the development of new products which is the key strength. EBIT 3.90 40.67 44.57 (3.32) 39.16 35.84

d. The Company has put on hold its Bhuj Project The un-allocable expenses for the year were ` 1.48 Cr and for setting up a manufacturing facility and is profit on sale of assets of Puducherry plant is ` 5.50 Cr. closely watching the economic changes. a. Clay e. The competition in the modified starch business segment from domestic players, who i. The Sales of the Clay Business were have migrated up the value chain, is higher in volume and value terms by increasing and is reflected by lower margins. 7% and 14% respectively due to better The Company is responding by increased product mix. Export volumes grow by effort in developing of import substitution about 14%. products and applications; also in development ii. The margins reduced substantially due of export markets in Asia and Africa. The to fuel and chemicals price increase modern facility at Shimoga (Karnataka) has and increase in fixed cost, which could also not yet started paying back. not be fully passed on. 2. Overall Performance iii. The commercialization of delaminated Clay products developed by in-house a. Net Sales Turnover increased to ` 421 Cr., R&D augers well for future growth. showing growth of 11% over the previous 16 Management Discussion and Analysis Report Annual Report 2012-13

iv. The plant at Kollam, acquired from d. Shimoga plant is expected to reach 70% Wolkem, has been found to be capacity utilization by end of FY 2013-14, unviable due to various external and thereafter no longer incurring cash losses. internal factors. The plant and machinery related to this plant are e. Overall, we expect to recover from the dip being transferred to other locations for experienced during 2012-13, in both effective use and the land and businesses. buildings will be put-up for sale. f. Various areas of diversification and growth are b. Starch under study and there are expected to take shape by end of FY 2013-14, for following i. The Sales of the Starch Business were year implementation. higher in volume and value terms by 3% and 8% respectively due to 5. Internal Control Systems increase in sales realization. The Company has a structured system of internal ii. The margins reduced very significantly controls to ensure compliance with applicable due to high spurt in prices of raw statutory laws and regulations as also internal material (Corn) which could not be policies. The Company has in place the following passed on due to the depressed off- mechanism: take from the paper and other industry segments; also due to the slow pace of a. Monthly and Quarterly Reviews of each product approval from the newly Division's performance by Senior and Top commissioned Shimoga plant, which Management. incurred EBIDTA loss during the b. Biannual Internal Audits of all Divisions. Financial Year. c. Quarterly Review of efficacy of Internal iii. The land related to Pondicherry plant Audits and Company performance by the was sold at a profit of ` 5.50 Cr which Audit Committee of the Board. is not included in the above EBIDTA. d. Regular reporting to the Board on investor 4. Outlook for 2013-14 related matters as well as fulfillment of SEBI a. The macro economic environment has shown Listing Agreement requirements and other some sign of recovery and the market growth Corporate Laws. forecast has been estimated to be 8% for Clays e. All Units are linked and operating on SAP and 5% for modified Starches. ERP. It is expected that there would be further f. All Divisions (other than new Unit at currency devaluation leading to higher fuel Shimoga) continued to be certified for ISO and chemical prices. 9001:2000 compliance and Yamunanagar Interest rates may reduce marginally during Starch division is also certified for Operational the course of the year. HACCP Specification MI-H02. b. The competitive environment is expected to 6. Human Resources remain at the present level with no significant Recruitment and Retention of human resource capital capacity increase during the coming year, is a major challenge in India today, more so for other than in Calcined Clay and in Paper smaller companies and at factory location. Starches. In order to meet the strategic objective of profitable c. Considering the above factors, no significant growth, following initiatives have been taken up and capacity increase is being planned during the continued. year. Focus will be on consolidation, improving the operating efficiency and 1. Structured training on Managerial Skill capacity utilization. Development for Middle and Senior Management. 17 Management Discussion and Analysis Report Annual Report 2012-13

2. Development of leadership capabilities the projection and expectation on the basis of the amongst Senior Management team, through present market conditions. Actual results may training, exposure, job rotation etc. materially differ due to several factors which could influence the Company's business operations such as 3. Recruitment of young managers (including demand and supply conditions, prices of input, Management and Engineering trainees) as a changes in Government levies and regulations, corporate pool. industrial relations and other economic developments in the country. 4. Induction of Senior Management professionals in critical gap areas. 7. Risks and Concerns a. The company's risk profile is renewed bi-annually by a Risk Audit Committee comprising of three Board Members. b. Both businesses are sensitive to energy prices due to high level of fuel intensiveness. Various energy conservation measures have been implemented and being implemented, to mitigate the impact of the rising energy cost. c. The economic slowdown has resulted in supply exceeding demand in Starch business. Simultaneously, the entry of new players in the Clay market has created further competitive pressure. The company is focusing on exports and on new application development to reduce the impact of these external factors. d. There is a public hostility on mining activity. The company is spending considerable effort in carrying out mining in a safe and environment friendly way, and in addition taking care of the needs of the community. 8. Corporate Social Responsibilities a) The Company continued to pursue its agenda on social responsibility during the year. The Rain Water Harvesting scheme is working efficiently and the water stored in the reservoir is shared with surrounding villages. b) The Company also regularly conducts Medical Camps for the villages around the various Mines and factories. 9. Statement of Caution Representations and statements made under 'Management Discussions and Analysis' is based on 18 Auditors’ Report Annual Report 2012-13

Independent Auditors' Report according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in To the Members of EICL Limited conformity with the accounting principles generally (formerly known as English Indian Clays Limited) accepted in India: Report on the Financial Statements i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; 1. We have audited the accompanying financial statements of EICL Limited, (“the Company”), which comprise of the ii) in the case of Statement of Profit and Loss, of the Balance Sheet as at March 31, 2013, and the Statement of profit for the year ended on that date; and Profit and Loss and Statement of Cash Flows for the year then ended, and a summary of significant accounting iii) in the case of the Statement of Cash Flows, of the policies and other explanatory information. cash flows for the year ended on that date. Management's Responsibility for the Financial Report on Other Legal and Regulatory Requirements Statements 7. As required by the Companies (Auditor's Report) Order, 2. Management is responsible for the preparation of these 2003 (“the Order”) issued by the Central Government of financial statements, that give a true and fair view of the India in terms of sub-section (4A) of Section 227 of the Act, financial position, financial performance and cash flows of we give in the Annexure a statement on the matters the Company in accordance with the accounting principles specified in paragraphs 4 and 5 of the Order. generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of 8. As required by Section 227(3) of the Act, we report that: the Companies Act, 1956 (“the Act”). This responsibility a. we have obtained all the information and explanations includes the design, implementation and maintenance of which to the best of our knowledge and belief were internal control relevant to the preparation and presentation necessary for the purpose of our audit; of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or b. in our opinion, proper books of account as required by law error. have been kept by the Company so far as appears from our examination of those books; Auditors' Responsibility c. the financial statements dealt with by this report are in 3. Our responsibility is to express an opinion on these financial agreement with the books of account; statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the d. in our opinion, the financial statements comply with the Institute of Chartered Accountants of India. Those Accounting Standards referred to in sub-section (3C) of Standards require that we comply with ethical requirements Section 211 of the Act; and and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free e. on the basis of written representations received from the from any material misstatement. directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as 4. An audit involves performing procedures to obtain audit on March 31, 2013 from being appointed as a director in evidence about the amounts and disclosures in the financial terms of clause (g) of sub-section (1) of Section 274 of the statements. The procedures selected depend on the auditors' Act. judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to For Walker, Chandiok & Co fraud or error. In making those risk assessments, the auditor Chartered Accountants considers internal control relevant to the Company's Firm Registration No.: 001076N preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in Sd/- the circumstances. An audit also includes evaluating the per Ashish Gupta appropriateness of accounting policies used and the Partner reasonableness of the accounting estimates made by Membership No.: 504662 management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is Place: Gurgaon sufficient and appropriate to provide a basis for our audit Date : May 03, 2013 opinion. 6. In our opinion and to the best of our information and

19 Auditors’ Report Annual Report 2012-13

Annexure to the Independent Auditors' Report of even date to of its business for the purchase of inventory and fixed assets the members of EICL Limited on the financial statements for and for the sale of goods. During the course of our audit, no the year ended March 31, 2013 major weakness has been noticed in the internal control system in respect of these areas. Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the (v) (a) In our opinion, the particulars of all contracts or Company and taking into consideration the information and arrangements that need to be entered into the explanations given to us and the books of account and other records register maintained under Section 301 of the Act examined by us in the normal course of audit, we report that: have been so entered. (i) (a) The Company has maintained proper records (b) In our opinion, the transactions made in pursuance showing full particulars, including quantitative of such contracts or arrangements and exceeding ₹ details and situation of fixed assets. the value of Rupees five lakhs in respect of any party during the year have been made at prices (b) The Company has a regular program of physical which are reasonable having regard to the verification of its fixed assets under which fixed prevailing market prices at the relevant time. assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable (vi) In our opinion, the Company has complied with the having regard to the size of the Company and the directives issued by the Reserve Bank of India, the nature of its assets. No material discrepancies were provisions of Sections 58A and 58AA and other relevant noticed on such verification. provisions of the Act and the Companies (Acceptance of (c) In our opinion, a substantial part of fixed assets has Deposits) Rules, 1975, as applicable, with regard to the not been disposed off during the year. deposits accepted from the public. According to the information and explanations given to us, no order has been (ii) (a) The management has conducted physical passed by the Company Law Board or National Company verification of inventory at reasonable intervals Law Tribunal or Reserve Bank of India or any Court or any during the year, except for goods-in-transit and other Tribunal, in this regard. stocks lying with third parties. For stocks lying with third parties at the year-end, written (vii) In our opinion, the Company has an internal audit system confirmations have been obtained by the commensurate with its size and the nature of its business. management. (viii) According to the information and explanations given to us, (b) The procedures for physical verification of the Companies (Cost Accounting Records) Rules, 2011 inventory followed by the management are have become applicable to the Company during the current reasonable and adequate in relation to the size of year and the said rules have not prescribed any specific the Company and the nature of its business. formats for the cost statements relating to manufacturing (c) The Company is maintaining proper records of operations. In terms with the clarification issued by the inventory and no material discrepancies between Ministry of Corporate Affairs, the Management believes physical inventory and book records were noticed that the records currently maintained by Company provide on physical verification. the information required under the said rules. We have broadly reviewed the books of account maintained by the (iii) (a) The Company has not granted any loan, secured or Company pursuant to the rules made by the Central unsecured to companies, firms or other parties Government for the maintenance of cost records under covered in the register maintained under Section Clause (d) of sub-section(1) of Section 209 of the Act in 301 of the Act. Accordingly, the provisions of respect of Company’s manufacturing operations and are of clauses 4(iii)(b) to 4(iii)(d) of the Order are not the opinion that, prima facie, the prescribed accounts and applicable. records have been made and maintained. However, we (b) The Company has taken unsecured loans from have not made a detailed examination of the cost records three parties covered in the register maintained with a view to determine whether they are accurate or under Section 301 of the Act. The maximum complete. amount outstanding during the year is ``₹22,865,000 and the year-end balance is ` (ix) (a) Undisputed statutory dues including provident 4,489,000. fund, investor education and protection fund, (c) In our opinion, the rate of interest and other terms employees' state insurance, income-tax, sales-tax, and conditions of loans taken by the Company are wealth tax, service tax, custom duty, excise duty, not, prima facie, prejudicial to the interest of the cess and other material statutory dues, as Company. applicable, have generally been regularly deposited (d) In respect of loans taken, repayment of the with the appropriate authorities, though there has principal amount and the interest is regular. been slight delay in a few cases. Further, no undisputed amounts payable in respect thereof (iv) In our opinion, there is an adequate internal control system were outstanding at the year-end for a period of commensurate with the size of the Company and the nature more than six months from the date they become payable. 20 Auditors’ Report Annual Report 2012-13

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (`) Amount paid Period to which Forum where under the amount relates dispute is protest (`) pending

Central Excise Act, 1944 Misclassification of 63,494,596 - April 1, 1997 to Central Excise and maize starch December 18, 2001 Service Tax Appellate Tribunal, New Delhi

Central Excise Act, 1944 MODVAT claimed on 54,905,715 - Year 2000 to 2004 Central Excise and lubricant and transformer oil Service Tax Appellate Tribunal, New Delhi

Central Excise Act, 1944 MODVAT claimed on 52,464,020 1,241,379 Year 2000 to 2004 Central Excise and lubricant and transformer oil Service Tax Appellate Tribunal, New Delhi

Income Tax Act, 1961 Disallowance in respect of 21,765,100 - Assessment Year (AY) Commissioner of provision made towards a 2010-11 Income Tax (Appeals) gratuity fund

Income Tax Act, 1961 Disallowance in respect of 52,438,648 - AY 1997-98 and Commissioner of interest claimed on lease AY 1999 to 2002 Income Tax (Appeals) transactions Income Tax Act, 1961 Disallowance in respect of AY 1997-98 Commissioner of interest claimed as Income Tax (Appeals) deductible expense

(x) In our opinion, the Company has no accumulated losses at (xviii) During the year, the Company has not made any the end of the financial year and it has not incurred cash preferential allotment of shares to parties and companies losses in the current and the immediately preceding covered in the register maintained under Section 301 of the financial year. Act. Accordingly, the provisions of clause 4(xviii) of the (xi) The Company has not defaulted in repayment of dues to Order are not applicable. any bank or financial institution during the year. The (xix) The Company has neither issued nor had any outstanding Company did not have any outstanding debentures during debentures during the year. Accordingly, the provisions of the year. clause 4(xix) of the Order are not applicable. (xii) The Company has not granted any loans and advances on (xx) The Company has not raised any money by public issues the basis of security by way of pledge of shares, during the year. Accordingly, the provisions of clause 4(xx) debentures and other securities. Accordingly, the of the Order are not applicable. provisions of clause 4(xii) of the Order are not applicable. (xxi) No fraud on or by the Company has been noticed or (xiii) In our opinion, the Company is not a chit fund or a nidhi/ reported during the period covered by our audit. mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable. (xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order For Walker, Chandiok & Co are not applicable. Chartered Accountants (xv) In our opinion, the terms and conditions on which the Firm Registration No.: 001076N Company has given guarantee for loans taken by others Sd/- from banks or financial institutions are not, prima facie, per Ashish Gupta prejudicial to the interest of the Company. Partner (xvi) In our opinion, the Company has applied the term loans for Membership No.: 504662 the purpose for which these loans were obtained. (xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company. Place: Gurgaon Date : May 03, 2013 21 Balance Sheet Annual Report 2012-13

Balance Sheet as at Notes March 31, 2013 March 31, 2012 ` `

EQUITY AND LIABILITIES Shareholders’ funds Share capital 2 400,552,026 400,552,026 Reserves and surplus 3 1,211,335,022 1,142,975,696 1,611,887,048 1,543,527,722 Non current liabilities Long term borrowings 4 466,315,307 586,981,520 Deferred tax liabilities (net) 5 240,704,865 228,043,125 Other long term liabilities 6 14,169,385 13,892,863 Long term provisions 7 29,486,271 18,610,660 750,675,828 847,528,168 Current liabilities Short term borrowings 8 522,819,559 505,177,602 Trade payables 9 345,336,858 307,969,604 Other current liabilities 10 408,123,442 477,592,476 Short term provisions 11 53,006,840 54,925,724 1,329,286,699 1,345,665,406 TOTAL 3,691,849,575 3,736,721,296 ASSETS Non current assets Fixed assets 12 Tangible assets 2,457,429,265 2,430,538,224 Intangible assets 4,077,150 5,439,191 Capital work in progress 55,632,594 85,264,661 Non current investments 13 500,000 500,000 Long term loans and advances 14 56,175,465 80,992,990 Other non-current assets 15 3,156,000 5,411,028 2,576,970,474 2,608,146,094 Current assets Inventories 16 457,399,975 425,428,310 Trade receivables 17 545,496,643 463,196,755 Cash and cash balances 18 22,514,411 56,190,042 Short term loans and advances 19 73,484,786 144,161,361 Other current assets 20 15,983,286 39,598,734 1,114,879,101 1,128,575,202 TOTAL 3,691,849,575 3,736,721,296

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. This is the Balance Sheet referred to in our report of even date. For Walker, Chandiok & Co For and on behalf of the Board of Directors Chartered Accountants Sd/- Sd/- Sd/- Dr. Venkatesh Padmanabhan Vijay Rai Ashish Gupta Managing Director and Chief Executive Officer Director Partner Sd/- Sd/- S. K. Jain P. S. Saini Place : Gurgaon Sr. Vice President Company Secretary & Head Corporate Legal Date : May 03 , 2013 Corporate Finance, Accounts & Administration 22 Profit & Loss Account Annual Report 2012-13

Statement of Profit & Loss for the year ended Notes March 31, 2013 March 31, 2012 ` ` INCOME Revenue from operations (gross) 21 4,369,324,223 3,901,358,749 Less: Excise duty 154,195,168 120,506,701 Revenue from operations (net) 4,215,129,055 3,780,852,048 Other income 22 63,085,751 20,432,550 Increase in inventories of finished goods and work in progress 23 63,600,030 51,654,776 Total income 4,341,814,836 3,852,939,374 EXPENSES Cost of materials consumed 1,793,468,750 1,583,948,266 Purchase of traded goods 49,593,040 48,942,079 Employee benefit expenses 24 441,997,703 362,528,753 Finance costs 25 192,981,259 190,633,548 Depreciation and amortisation expense 12 148,861,711 133,680,240 Other expenses 26 1,503,423,315 1,287,904,456 Total expenses 4,130,325,778 3,607,637,342 Profit before tax and exceptional items 211,489,058 245,302,032 Exceptional items 27 12,912,715 22,169,932

Profit before tax and after exceptional items 198,576,343 223,132,100 Tax expense: - Current tax 59,632,000 4,9,601,383 - Tax earlier years 7,606,291 8,00,000 - Deferred tax 12,661,740 24,363,013

Profit for the year 118,676,312 148,367,704

Earnings per share: 28 -Basic 1.60 2.19 -Diluted 1.60 2.19

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements. This is the Statement of Profit & Loss referred to in our report of even date. For Walker, Chandiok & Co For and on behalf of the Board of Directors Chartered Accountants Sd/- Sd/- Sd/- Dr. Venkatesh Padmanabhan Vijay Rai Ashish Gupta Managing Director and Chief Executive Officer Director Partner Sd/- Sd/- S. K. Jain P. S. Saini Place : Gurgaon Sr. Vice President Company Secretary & Head Corporate Legal Date : May 03 , 2013 Corporate Finance, Accounts & Administration 23 Statement of Cashflows Annual Report 2012-13

Statement of Cash Flows for the year ended March 31, 2013 March 31, 2012 ` ` A. Cash flow from operating activities: Net profit before tax 198,576,343 223,132,100 Adjustments for: Depreciation and amortisation 148,861,711 133,680,240 Interest expense 192,981,259 196,322,621 Interest income (5,833,796) (3,290,600) Unrealised exchange fluctuation loss / (gain) 3,503,183 (1,593,957) (Profit)/ Loss on sale of fixed assets (net) (53,326,925) 2,358,526 Debts/advances written off 3,102,863 176,088 Provision for bad & doubtful debts/advances 3,777,439 2,878,616 Liability no longer required written back (1,763,325) (5,394,103) Amortisation of Government grant (267,818) (267,818)

Operating profit before working capital changes 489,610,934 548,001,713

Adjustments for changes in working capital : - Movement in trade receivables (92,683,374) (4,247,476) - Movement in other receivables (current and non current) 54,611,629 (17,666,256) - Movement in inventories (31,971,665) (59,224,826) -Movement in trade and other payables (current and non current) 47,382,082 779,655 Cash generated from operations 466,949,606 467,642,810 Direct taxes paid (26,355,819) (54,049,641)

Net cash generated from operating activities 440,593,787 413,593,169

B. Cash flow from investing activities: Additions to fixed assets and capital work in progress (161,692,253) (365,609,094) Proceeds from sale of fixed assets 98,276,562 6,390,040 Investment in fixed deposits with banks 7,235,381 11,864,271 Unpaid dividend accounts (23,202) 32,282 Interest received 6,472,163 2,932,759 Net cash used in investing activities (49,731,349) (344,389,742) C. Cash flow from financing activities: Proceeds from borrowings - Receipts 100,000,000 427,535,000 - Payments (279,598,380) (358,329,620) Repayment/(Proceeds) from public deposits (net) (1,961,000) 8,096,000

24 Statement of Cashflows Annual Report 2012-13

Statement of Cash Flows for the year ended March 31, 2013 March 31, 2012 ` `

Repayment of inter corporate deposits (25,000,000) 25,000,000 Proceeds from cash credits/working capital demand loan (net) 17,641,957 121,075,993 Interest paid (192,333,327) (194,671,748) Dividends paid (32,976,742) (73,263,241) Dividend taxes (5,353,426) (11,878,246)

Net cash used in financing activities (419,580,918) (56,435,862)

Net (decrease)/increase in cash and cash equivalents (28,718,480) 12,767,564 Cash and cash equivalents at the beginning of the year 39,394,705 26,627,140 Cash and cash equivalents at the end of the year 10,676,225 39,394,705 Cash and cash equivalents comprise Cash [including cheques in hand of ` 431,011 (2011-12 : `1,166,409)] 1,699,521 2,232,410 Savings account with post office 272 272 Deposit accounts (other than pledged) 165,706 35,000,000 Balance with scheduled banks in current accounts 8,810,726 2,162,023

Total 10,676,225 39,394,705

Note : Figures in parentheses indicate cash outflow.

This is the Statement of Cash Flows referred to in our report of even date.

For Walker, Chandiok & Co For and on behalf of the Board of Directors Chartered Accountants Sd/- Sd/- Sd/- Dr. Venkatesh Padmanabhan Vijay Rai Ashish Gupta Managing Director and Chief Executive Officer Director Partner Sd/- Sd/- S. K. Jain P. S. Saini Place : Gurgaon Sr. Vice President Company Secretary & Head Corporate Legal Date : May 03 , 2013 Corporate Finance, Accounts & Administration

25 Notes on Accounts Annual Report 2012-13

Notes to the financial statements for the year ended March 31, 2013

1. SUMMARY OF SIGNIFICANT ACCOUNTING will flow to the enterprise and cost of the asset can be POLICIES measured reliably in accordance with Accounting 1. Background and nature of operations Standard – 26, 'Intangible Assets'. EICL Limited (formerly known as English Indian Foreign currency loans availed for aquisition of fixed Clays Limited), a Company incorporated in India in assets are converted at the rate prevailing on the due 1963, under the Companies Act, 1956, was part of the date for installments repayable during the year and at erstwhile Thapar Group. The Company is engaged in the rate prevailing on the date of Balance Sheet for the the business of mining of clay (kaolin) and outstanding loan. The fluctuation is adjusted in the manufacturing of processed clay, starch and allied original cost of fixed assets. products. 5. Depreciation/Amortisation 2. Basis of preparation a) Tangible fixed assets The financial statements have been prepared to Depreciation on fixed assets is provided as per comply with the Accounting Standards referred to in straight line method at higher of the following:- the Companies (Accounting Standards) Rule, 2006 a) Depreciation on original cost as specified in issued by the Central Government in exercise of the Schedule XIV to the Companies Act, 1956 power conferred under sub-section ( I ) (a) of section or 642 and the relevant provisions of the Companies Act, 1956 (the 'Act'). The financial statements have b) Depreciation on revalued value based on the been prepared under the historical cost convention on residual life of the asset.* the accrual basis. The accounting policies have been * Since the list of the assets is too large, it is not practicable consistently applied by the Company and are to give the individual depreciation rates for each of the consistent with those used in the previous year. assets. 3. Use of estimates In respect of additions and deletions, depreciation In preparing the Company's financial statements in charge is restricted to the period of use. All assets conformity with the accounting principles generally costing ` 5,000 or less are fully depreciated in the year accepted in India, management is required to make of addition. estimates and assumptions that affect the reported Leasehold land and leasehold improvements are amounts of assets and liabilities and the disclosure of depreciated on a straight line method basis over the contingent liabilities at the date of the financial period of lease. statements and reported amounts of revenues and expenses during the reporting period. Actual results b) Intangible assets could differ from those estimates. Any revision to Intangible assets including technical know- accounting estimates is recognised prospectively in how/brand and computer software/ licence fee the current and future periods. are amortised on straight line basis over their useful lives of 10 years and 5 years respectively 4. Fixed assets from the date of acquisition / implementation. Fixed assets (other than those which have been The amortisation period and method are revalued), including capital spares, leasehold reviewed at each year end. improvements, technical know how costs and 6. Investments research and development assets are stated at cost. Cost includes direct expenses related to acquisition Investments that are readily realisable and intended to and installation and interest incurred during be held for not more than one year are classified as construction period. current investments; all other investments are classified as long term investments. Long term The revalued fixed assets are restated at their investment is carried at cost less provision (if any) for estimated current replacement values as on the date of decline in value which is other than temporary in revaluation as determined by the approved valuers. nature. Current investments are carried at lower of Intangible assets are recognised if it is probable that cost and fair value. the future economic benefits attributable to the asset

26 Notes on Accounts Annual Report 2012-13

7. Impairment of assets trust to the beneficiaries every year is notified by the Government. The Company has an All assets other than inventories, investments and obligation to make good the shortfall, if any, deferred tax asset are reviewed for impairment in between the return on respective investments of accordance with the applicable accounting standard the trust and the notified interest rate. wherever events or changes in circumstances indicate that the carrying amount may not be recoverable. The contributions made to provident fund trust Assets where carrying value exceeds the recoverable are charged to Statement of Profit and Loss as amount are written down to the recoverable amount. and when they become payable. In addition, the Company recognises liability for shortfall in the 8. Inventories plan assets vis-à-vis the fund obligation, if any. Inventories, including stores and spare parts, raw The Guidance on implementing AS 15, materials (including clay matrix-mined and Employee Benefits (revised 2005) issued by purchased), work in process and finished goods, are Accounting Standard Board (ASB) states that valued at lower of cost and net realisable value. Cost benefits involving employer established is ascertained on weighted average basis. provident funds, which require interest shortfalls to be recompensed are to be Total mining expenses except depreciation on fixed considered as defined benefit plans. Pending the assets at mines are considered as raw material cost for issuance of the guidance note from the Actuarial clay matrix – mined. In respect of finished goods and Society of India, the Company's actuary has work in progress, appropriate overheads are expressed an inability to reliably measure considered based on normal operating capacity. Cost provident fund liabilities. Accordingly, the of finished goods also includes excise duty if Company is unable to exhibit the related applicable. information. 9. Employees benefits The Company's contributions to both these (a) Short term employee benefits schemes are expensed in the Statement of profit and loss. Short term employee benefits are recognised in the period during which the services have been Superannuation plan - Some employees of the rendered. Company are entitled to superannuation, a defined contribution plan which is administered (b) Long term employee benefits through Life Insurance Corporation of India (i) Provident fund and employees state (“LIC”). Superannuation benefits are recorded insurance schemes as an expense as incurred. All employees of the Company are entitled to (ii) Gratuity receive benefits under the Provident Fund, The Company provides for gratuity obligations which is a defined contribution plan. Both the through a defined benefit retirement plan (the employee and the employer make monthly 'gratuity plan') covering all employees. The contributions to the plan at a predetermined rate gratuity plan provides a lump sum payment to of the employees' basic salary. These vested employees at retirement or termination contributions are made to the fund administered of employment based on the respective and managed by the Government of India and by employees' salary and years of employment an approved trust (to the extent employees with the Company. The Company has taken covered under the trust) for this purpose. In gratuity policy with HDFC Insurance to cover addition, some employees of the Company are the liability. The Company provides for the covered under the employees' state insurance gratuity plan based on actuarial valuations in schemes, which are also defined contribution accordance with Accounting Standard 15 schemes recognised and administered by the (revised). Government of India. Actuarial gains and losses are recognised as and In respect of employees, the Company makes when incurred. specified monthly contribution towards the employees' provident fund to the provident fund (iii) Other employee benefits trust administered by the Company. The minimum interest payable by the provident fund Leave encashment–The Company has

27 Notes on Accounts Annual Report 2012-13

recognised liability for short term compensated on the date of inception of contract/the last reporting absences on full cost basis with reference to date, is recognised as income/expense for the period. unavailed earned leaves at the year end. To the 11. Research & development expenses extent, the compensated absences qualify as a long term benefit, the Company has provided Revenue expenditure incurred on research and for the long term liability at year end as per the development is charged to Statement of profit and actuarial valuation using the Projected Unit loss in the year it is incurred. Capital expenditure is Credit Method. included in the respective heads under fixed assets and depreciation/amortisation thereon is charged to 10. Foreign currency transactions depreciation in the profit and loss account. i) Initial recognition 12. Government grant Foreign currency transactions are recorded in the Government grants relating to depreciable fixed reporting currency, by applying to the foreign assets are treated as deferred income and recognised currency amount the exchange rate between the in the Statement of profit and loss over the remaining reporting currency and the foreign currency at the useful life of the related assets. date of the transaction. 13. Revenue recognition ii) Conversion Revenue is recognised to the extent that it is probable Foreign currency monetary items are reported using that the economic benefits will flow to the Company the closing rate. Non-monetary items which are and the revenue can be reliably measured. carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate i) Revenue from sale of goods at the date of the transaction; and non-monetary items a) Revenue from sale of goods is which are carried at fair value or other similar recognised when all the significant valuation denominated in a foreign currency are risks and rewards of ownership are reported using the exchange rates that existed when transferred to the buyer and the the values were determined. Company retains no effective control iii) Exchange differences of the goods transferred to a degree usually associated with ownership; and Exchange differences arising on the settlement of monetary items or on restatement of the Company's b) No significant uncertainty exists monetary items at rates different from those at which regarding the amount of the they were initially recorded during the year, or consideration that will be derived from reported in previous financial statements, are the sale of goods. recognised as income or as expenses in the year in ii) Interest which they arise. Interest income is recognised on a time As per the amendment of the Companies proportion basis taking into account the (Accounting Standard) Rules, 2006 - 'AS 11' relating amount outstanding and the interest rate to 'The Effects of Changes in Foreign Exchange applicable. Rates' exchange difference arising on conversion of long term foreign currency monetary items is 14. Borrowing costs recorded under the head 'Foreign Currency Monetary Borrowing costs are charged to revenue except in Item Translation Difference Account' and is cases where costs relate to qualifying assets in which amortised over period not extending beyond, earlier case such costs are capitalised as a part of cost of of March 31, 2020 or maturity date of underlying respective assets till the date they are put to their long term foreign currency monetary items. intended use. Obligations under forward exchange contracts are 15. Taxation translated at contracted rates of exchange and the difference between the contracted rate and the Tax expense for the year, comprising current tax and exchange rate at the date of the transaction is deferred tax is included in determining the net profit recognised as income or expense over the life of the for the year. Provision for the current tax is made contract. Further exchange difference on such based on liability computed in accordance with the contracts i.e. difference between the exchange rate at relevant tax rates and tax laws. Provision for deferred the reporting/settlement date and the exchange rate tax is made for all temporary timing differences 28 Notes on Accounts Annual Report 2012-13

arising between the taxable income and accounting reliable estimate can be made of the amount of income at currently enacted tax rates. Deferred tax obligation. A disclosure for a contingent liability is assets are recognised only if there is reasonable made where there is a possible obligation or a present certainty that they will be realised and are reviewed obligation that may but probably will not require an for the appropriateness of their respective carrying outflow of resources. Disclosure is also made in values at each balance sheet date. respect of a present obligation that probably requires an outflow of resources, where it is not possible to 16. Segment accounting make a reliable estimate of the related outflow. The accounting policies applicable to the reportable Possible obligation that arises from past events and segment are the same as those used in the preparation the existence of which will be confirmed only by the of the financial statements as set out above. occurrence or non-occurrence of one or more uncertain future events not wholly within the control Segment revenue and expenses include amounts of the Company are also included in the disclosure of which are directly identifiable to the segment or the contingent liability. Where there is a present allocable on a reasonable basis. obligation in respect of which the likelihood of Segment assets include all operating assets used by outflow resources is remote, no provision or the segment and consist primarily of debtors, disclosure is made. inventories and fixed assets. Segment liabilities Contingent assets are not recognized in the financial include all operating liabilities and consist primarily statements. However, contingent assets are assessed of creditors and statutory liabilities. continually and if it is virtually certain that an inflow 17. Earnings per share (EPS) of economic benefits will arise, the asset and related income are recognized in the period in which the The earnings considered in ascertaining the change occurs. Company's basic EPS comprises net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year. The earnings considered in ascertaining the Company's dilutive EPS comprises net profit after tax as adjusted for expenses or income that would result from the conversion of the dilutive potential equity shares. The number of shares used in computing diluted EPS is the weighted average number of shares outstanding during the period as adjusted for the effects of all dilutive potential equity shares. 18. Leases Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets during the lease term, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss Account on a straight line basis over the lease term. 19. Mine restoration The Company provides for the expenditure required to restore its mines based on technical and management's judgment on the future use of land and being reviewed annually. 20. Provisions and contingencies The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a

29 Notes Annual Report 2012-13

2 SHARE CAPITAL As at March 31, 2013 As at March 31, 2012 Particulars Number ` Number `

Authorised share capital

Equity shares of ` 2/- each 90,000,000 180,000,000 90,000,000 180,000,000 Preference shares of ` 100/- each 3,000,000 300,000,000 3,000,000 300,000,000

480,000,000 480,000,000

Issued, subscribed and fully paid up share capital

Equity shares of ` 2/- each 50,276,013 100,552,026 50,276,013 100,552,026 11% cumulative redeemable preference 3,000,000 300,000,000 3,000,000 300,000,000 shares of ` 100/- each 400,552,026 400,552,026 a) There is no movement in the equity share capital and preference share capital during the current year and the previous year. b) Terms and rights attached to equity shares The Company has only one class of equity shares having the par value of ` 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended March 31, 2013, the amount of per share dividend recognised as distributions to equity shareholders was ` Nil (2011-12 : ` 0.30 per share) Dividend proposed by the Board of Directors subject to the approval of the shareholders is ` 0.20 per share (2011-12: ` Nil per share).

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Terms and rights attached to preference shares Preference shares carry a cumulative dividend of 11% p.a. Each holder of preference share is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to the cumulative preference shares. The Company declares and pays dividend in Indian Rupees. During the year ended March 31, 2013, the amount of per share dividend recognised as distributions to preference shareholders was ` 11.00 (2011-12 : ` 11.00 per share) of which dividend proposed by the Board of Directors subject to the approval of the shareholders is ` 5.50 per share (2011-12 : ` 5.50 per share).

11% Cumulative redeemable preference shares are redeemable at par at the option of the Company not earlier than 18 months but not later than 5 years from the date of allotment/renewal September 04, 2011 and October 01, 2009 for ` 200,000,000 and ` 100,000,000 respectively, i.e. between March 04, 2013 to September 04, 2016 and March 31, 2011 to September 30, 2014 respectively.

30 Notes Annual Report 2012-13

d) Shares held by Holding Company Equity shares Particulars As at March 31, 2013 As at March 31, 2012 Number ` Number ` DBH International Private Limited, 25,658,240 51,316,480 25,658,240 51,316,480 Holding Company

Preference shares Particulars As at March 31, 2013 As at March 31, 2012 Number ` Number ` DBH International Private Limited, 2,000,000 200,000,000 2,000,000 200,000,000 Holding Company e) Aggregate number of bonus shares, equity shares issued for considerations other than cash and shares bought back during the period of five years immediately preceding the reporting period.

Particulars Year (aggregate No. of shares) 2011-2012 2010-2011 2009-2010 2008-2009 2007-2008

Equity Shares : Fully paid up by way of bonus shares - 27,931,118 - - - f) Details of shareholders holding more than 5% shares in the Company

As at March 31, 2013 As at March 31, 2012 Name of Shareholders No. of % of holding No. of % of holding shares held shares held

Equity Shares :

DBH International Private Limited 25,658,240 51.03 % 25,658,240 51.03 %

Karun Carpets Private Limited 13,399,375 26.65 % 13,399,375 26.65 %

Lotus Global Investments Limited 2,993,544 5.95 % 2,993,544 5.95 %

11% Preference shares

DBH International Private Limited 2,000,000 66.67 % 2,000,000 66.67 %

Karun Carpets Private Limited 1,000,000 33.33 % 1,000,000 33.33 %

31 Notes Annual Report 2012-13

3 RESERVES AND SURPLUS Particulars As at March 31, 2013 As at March 31, 2012 ` `

Capital reserves 633,688 633,688

Capital redemption reserve 44,137,764 44,137,764

General reserve Balance at the beginning of the year 480,292,575 465,455,805 Add: Transferred from surplus in Statement of Profit and Loss 11,867,631 14,836,770 for the year

Balance at the end of the year 492,160,206 480,292,575

Foreign currency monetary item translation difference account Balance at the beginning of the year 72,013 - Add: Amount recognised during the year - 82,920 Less: Amount amortised during the year - (10,907) Less: Amount capitalised during the year 72,013 - Balance at the end of the year - 72,013

Surplus in Statement of Profit and Loss Balance at the beginning of the year 617,839,656 540,191,761 Add: Profit for the year 118,676,312 148,367,704

Appropriations Less : Proposed dividends - Preference shares 16,500,000 16,500,000 - Equity shares 10,055,203 - Less: Interim dividends - Preference shares 16,500,000 16,500,000 - Equity shares - 15,082,804 Less: Corporate dividend tax 7,189,770 7,800,235 Less: Transfer to general reserve 11,867,631 14,836,770

Balance at the end of the year 674,403,364 617,839,656

Total 1,211,335,022 1,142,975,696

32 Notes Annual Report 2012-13

4 LONG TERM BORROWINGS As at March 31, 2013 As at March 31, 2012 Particulars ` ` Non current Current Non current Current

Secured Term loans Rupee term loan from banks (note a) 351,041,667 195,833,333 446,875,000 277,500,000 Foreign currency loans from banks (note b) 74,314,640 5,945,400 75,285,520 1,961,940 425,356,307 201,778,733 522,160,520 279,461,940 Unsecured Public Deposits (note d) From public 40,959,000 104,765,000 45,821,000 83,488,000 From related parties - 4,489,000 19,000,000 3,865,000 Other loans and advances Intercorporate deposits - - - 25,000,000 40,959,000 109,254,000 64,821,000 112,353,000 Total 466,315,307 311,032,733 586,981,520 391,814,940

Notes: a) Rupee term loan from banks comprises of: (i) Loan of ` 250,000,000 taken from Axis Bank during the financial year 2010-11 and carries interest @ base rate+2.50% p.a. The loan is repayable in 16 equal quarterly installments starting from September 27, 2011. (ii) Loan of ` 250,000,000 taken from State Bank of India during the financial year 2010-11 and carries interest @ base rate+2.25% p.a. The loan is repayable in 16 equal quarterly installments starting from October 28, 2011. (iii) Loan of ` 200,000,000 taken from IndusInd Bank during the financial year 2011-12 and carries interest @ base rate+2.00% p.a. The loan is repayable in 12 equal quarterly installments starting from September 30, 2012. (iv) Loan of ` 275,000,000 (including ECB of US$ 1,500,000) sanctioned by ICICI Bank of which loan of ` 100,000,000 taken from ICICI Bank during the financial year 2012-13 and carries interest @ base rate+2.75% p.a. The loan is repayable in 24 equal quarterly installments starting from February 14, 2014. b) Loan of ` 275,000,000 (including ECB of US$ 1,500,000) sanctioned by ICICI Bank of which US$ 1,500,000 taken from ICICI Bank during the financial year 2011-12 and carries interest @ Libor+4.65% p.a. The loan is repayable in 28 quarterly installments starting from March 08, 2012. c) All term loans from banks are secured by an equitable charge on all immovable properties of the Company, both present and future and are also secured by way of hypothecation of the Company's movable properties including movable plant and machinery, machinery spares, tools and accessories and other movables both present and future (save and except book debts) subject to prior charges created in favour of the Company's bankers on stocks of raw materials, consumable stores, finished goods, etc. for working capital facilities. The above charges rank pari-passu with charges created/to be created by the Company in favour of other term lending banks. d) Deposits from public carry interest rate ranging from 9.00% to 10.50% p.a. and the same is repayble within a period of 1 to 3 years from the date of deposit as per the scheme opted by the deposit holder. e) Current maturities of long term borrowings are disclosed under the head other current liabilities in note 10.

33 Notes Annual Report 2012-13

5 DEFERRED TAX LIABILITIES (NET) As at March 31, 2013 As at March 31, 2012 Particulars ` `

Deferred tax liabilities

Fixed assets: Impact of difference between tax 266,125,187 252,559,769 depreciation and depreciation charged for the financial year

Gross deferred tax liability 266,125,187 252,559,769

Deferred tax assets Employee benefits 14,046,318 14,360,051 Provision for doubtful debts and advances 9,508,997 7,957,921 Tax impact of other expenses charged in the financial 1,865,007 2,198,672 statement but allowable as deductions in future years under income-tax

Gross deferred tax assets 25,420,322 24,516,644

Deferred tax liabilities(net) 240,704,865 228,043,125

6 OTHER LONG TERM LIABILITIES

Particulars As at March 31, 2013 As at March 31, 2012 ` `

Deferred government grants 2,888,890 3,112,368 Deposits from employees 221,641 221,641 Deposits from vendors (note a) 6,583,854 5,983,854 Deposits from customers (note a) 4,475,000 4,575,000

Total 14,169,385 13,892,863

Notes: a) Deposits from vendors/customers are considered as long term in view of long term purpose and nature of deposits.

7 LONG TERM PROVISIONS Particulars As at March 31, 2013 As at March 31, 2012 ` `

Provision for employee benefits

Gratuity (funded) 19,703,288 10,203,302 Leave encashment (unfunded) 9,782,983 8,407,358

Total 29,486,271 18,610,660 34 Notes Annual Report 2012-13

8 SHORT TERM BORROWINGS

Particulars As at March 31, 2013 As at March 31, 2012 ` ` Secured Loans repayable on demand From banks Cash credit account with scheduled banks (note a and b) 92,819,559 155,177,602 Working capital demand loans (note a and b) 430,000,000 350,000,000 Total 522,819,559 505,177,602

Notes: a) Cash credit and working capital demand loans along with guarantees and letters of credit facilities given by the banks are secured by hypothecation of finished goods, semi-finished goods, consumable stores and spares, raw material and book debts at Yamunanagar, Thiruvananthapuram and Shimoga factories and second pari passu charge on block of fixed assets of the Company. b) Cash credit and working capital demand loans from banks comprises of the following: (i) Cash credit of ` 300,000,000 sanctioned by Axis Bank is repayable on demand and carries interest rate at base rate+2.50% p.a. (including a sub-limit of ` 300,000,000 as working capital demand loan at base rate+1.25% p.a.). (ii) Cash credit/working capital demand loan of ` 200,000,000 from State Bank of India is repayable on demand and carries interest rate at base rate+0.50% p.a. Working capital demand loan of ` 100,000,000 is availed at 10.75% p.a. (iii) Cash credit/working capital demand loan of ` 100,000,000 from Yes Bank is repayable on demand and carries interest rate at base rate+2.25% p.a. (iv) Cash credit/working capital demand loan of ` 150,000,000 from IndusInd Bank is repayable on demand and carries interest rate at base rate+2.25% p.a. Working capital demand loan of `125,000,000 is availed at 11.25% p.a. (v) Cash credit/working capital demand loan of ` 100,000,000 sanctioned by ICICI Bank during the financial year 2012-13 is repayable on demand and carries interest @ base rate+2.75% p.a. Working capital demand loan of ` 55,000,000 is availed at @ base rate+2.35% p.a."

9 TRADE PAYABLES Particulars As at March 31, 2013 As at March 31, 2012 ` ` Due to Micro, Small & Medium Enterprises * 5,713,807 3,621,322 Total outstanding dues to units other than Micro, 184,076,056 183,979,003 Small & Medium Enterprises Creditors for expenses 155,546,995 120,369,279 Total 345,336,858 307,969,604

*The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2013 has been made in the financial statements based on information received and available with the Company. (Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material).

35 Notes Annual Report 2012-13

10 OTHER CURRENT LIABILITIES Particulars As at March 31, 2013 As at March 31, 2012 ` ` Current maturities of long term borrowings (note 4) 311,032,733 391,814,940 Interest accrued but not due on borrowings 10,814,879 10,166,947 Unpaid dividends 2,228,469 2,205,211 Unclaimed matured public deposits 3,638,000 1,263,000 Employee related payables 24,310,490 20,747,034 Capital creditors 19,160,993 20,510,831 Advance from customers 7,820,724 4,325,961 Deferred government grants 223,478 267,818

Statutory dues Excise duty payable 8,905,730 5,258,450 Provident fund payable 3,240,923 3,018,694 Sales tax payable 7,343,905 8,130,534 TDS payable 4,483,807 4,321,659 ESI payable 324,105 398,329 Other statutory dues 17,401 15,345 Other liabilities Other payables 4,577,805 5,147,723 Total 408,123,442 477,592,476

11 SHORT TERM PROVISIONS Particulars As at March 31, 2013 As at March 31, 2012 ` ` Provision for employee benefits Gratuity payable - 12,517,014 Leave encashment payable 21,838,580 23,131,997

Others Proposed dividend (note a) 26,555,203 16,500,000 Provision for taxes on dividend 4,513,057 2,676,713 Provision for wealth tax 100,000 100,000 Total 53,006,840 54,925,724 Note: a) Details with respect to proposed dividend: Dividend proposed to: - Equity shareholders 10,055,203 - - Preference shareholders 16,500,000 16,500,000 Proposed dividend per share: - Equity shareholders 0.20 - - Preference shareholders 5.50 5.50

36 Notes Annual Report 2012-13

) ) 1 - - - - and and ` ` basis divest As at As at to lease 561,763 research on 4,74,728 1,886,655 5,439,191 5,439,191 3,615,375 3,615,375 ch 31, 201 of ch 31, 2012 85,264,661 15,404,144 intends 1 15,276,152 13,285,305 1,24,95,876 312,297,219 consideration 705,103,162 397,513,024 584,590,475 294,135,144 1,299,675,282 1,1 2,430,538,224 2,435,977,415 2,019,863,486 (Amount in Mar Mar - - - - account transferred Net Block on allotment As at As at management been as 261,104 474,728 has 8,124,360 4,077,150 4,077,150 5,439,191 5,439,191 ch 31, 2013 ch 31, 2012 which 55,632,594 85,264,661 18,055,633 15,276,152 12,495,876 land 742,259,879 406,359,672 705,103,162 397,513,024 2,209,729)

` 1,282,368,617 2,457,429,265 2,461,506,415 1,299,675,282 2,430,538,224 unit, Mar Mar 2,435,977,415 2,023,478,861 53,130,000 the

` - - of 14 1-12: Kollam Upto Upto (201 at 18,471 18,471

15,040 21,293 15,040 21,293 agreement amount per an 5,988,896 8,390,269 5,775,272 ch 31, 2013 ch 31, 2012 19,859,1 67,1 67,1 97,709,015 17,600,963 84,719,434 74,186,171 19,594,758 10,186,542 16,238,922 83,357,393 located As 878,674,000 763,506,371 873,285,447 956,642,840 paid 1,010,657,627 1,095,377,062 borrowings. Mar Mar 2,387,906

` has - - 1 ------17 term Sale/ Sale/ conditions. 14,813,599) long

(Amount in 16,499 16,499 ` includes of Company 316,188 7,394,21 2,992,134 2,493,201 3,669,048 9,470,571 9,470,571 2,709,083 2,008,161 certain year 25,309,1 The adjustments adjustments 1-12: of ------the (201

the the year year fluctuation for ge For For 87,035 eciation / amortization Karnataka. fulfillment 2,13,624 char 2,757,557 18,72,775 1,362,041 1,362,041 3,088,871 2,109,531 3,150,759 3,150,759 18,159,763 12,746,447 13,197,662 eciation / amortization Net Block 23,839,032 12,497,597 exchange 14,737,209

upon Depr - - ` 1

Shimoga, price at Upto Upto foreign value 18,471 18,471 of 15,040 21,293 15,040 21,293 depreciation plant 5,775,272 5,688,237 book ch 31, 201 ch 31, 2012 and 67,1 67,1 74,186,171 19,594,758 10,186,542 16,238,922 83,357,393 69,082,785 19,214,970 10,085,172 13,104,662 80,223,133 prevailing 763,506,371 1 873,285,447 146,842,751 956,642,840 148,204,792 663,957,586 1 768,065,083 130,529,481 848,288,216 133,680,240 25,325,616 net at Mar Mar and - - annum. capitalisation duty 13 13 of 4,104,099) per

manufacturing Upto Upto ` 18,471 18,471 stamp 15,040 15,040 starch account 1-12: 99,600 15,053,397)

ges, 6,250,000 6,250,000 a

ch 31, 2013 ch 31, 2012 ` 67,1 21,678,1 67,1 21,678,1 37,914,747 16,514,629 88,796,584 34,870,910 22,682,418 88,796,584 ` on up 742,281,172 504,068,687 705,124,455 471,699,195 (201 char of 2,161,042,617 3,468,086,892 3,556,883,476 2,063,181,653 3,303,823,671 3,392,620,255 Mar Mar dates. 1-12: ges ------setting (201 char Sheet of 3,078,187

Sale/ Sale/ ` 3,335,200

registration ` Unit). 16,500 16,500 of to 1,530,168 purpose Balance 3,523,229 4,821,315 4,888,570 7,336,765 3,178,939 5,588,135 32,100,047 32,100,047 18,373,383 28,822,426 15,809,090 71,771,973 includes 71,788,473 adjustments adjustments 15,053,397

the maintenance ` - - - - 1 ------payment for and (Puducherry amounting value respective land years, machinery sale the 331,383 331,383 331,383 540,650 68,410 oss Block 10 book

at assets for owing cost owing cost capitalised 3,254,454 6,466,140 capitalised and ` of 10,261,244 10,261,244 oss Block Depr Gr of acquired held gross end plant Borr Borr values has of at rent to ------assets development basis lease on carrying 331,383). pay buildings and additions Company

` to Additions Additions asset 7,932,407 1,168,976 6,948,224 4,900,076 4,974,576 4,974,576 the and and freehold 656,919 48,686,885

35,892,721 a the ` 102,350,896 196,031,885 196,031,885 138,345,420 134,049,238 293,162,873 577,405,831 582,380,407 1-12: land on research during the year during the year 2008, required (201 to

- - is 22, 1,960,760

13 Nil

` ` exceeding amounting May ch 31, 2013 represent 1,768 Company or 15,040 18,471 15,040 18,471 cost balance balance additions to Opening Opening the sale Company dated includes of 6,250,000 6,250,000 67,1 67,1 88,796,584 83,838,508 for 21,678,1 34,870,910 22,682,418 31,101,625 23,370,477 16,720,037 and equal 705,124,455 584,61 471,699,195 363,217,929 include 2,063,181,653 3,392,620,255 2,871,767,077 depreciation 3,303,823,671 1,779,361,730 2,787,928,569 name held borrowing years ch 31, 2012 the buildings d agreement ended Mar 10 amounts n in assets a of at ASSETS r excludes include other lease b machinery /

fixed w and year period cum and o months h the year the transferred - the progress 12 sale ended Mar w assets. be for plant include in factory for o FIXED For the n to next to k to

shall l work the a c i land n Company the year Particulars h development the to within Additions Pursuant Capital Adjustments Additions Depreciation c fice equipment fice equipment ehicles and cycles angible assets ehicles and cycles angible assets otal tangible assets otal intangible assets otal otal tangible assets otal intangible assets otal echnical know-how/brand e 12

T Land & site development Leasehold Freehold Factory and other buildings Plant and machinery Furniture, fixtures and of Leasehold improvements V T Intangible assets T Computer software / licence fees T T Capital work in progress For Particulars Gr T Land and site development Leasehold Freehold Factory and other buildings Plant and machinery Furniture, fixtures and of Leasehold improvements V T Intangible assets T Computer software / licence fees T T Capital work in progress Notes : a) b) c) d) e) f) 37 Notes Annual Report 2012-13

13 NON CURRENT INVESTMENT

Particulars As at March 31, 2013 As at March 31, 2012 ` `

Trade investments (valued at cost unless otherwise stated) Investment in equity instruments 500,000 500,000 Total 500,000 500,000

Details of trade investments (unquoted) Name of the body corporate No. of Shares Face Partly Paid/ Amout (`) Amount (`) Value(`) Fully paid 1 2 3 4 5 6 March 31, March 31, March 31, March 31, 2013 2012 2013 2012 Equity Kerala Enviro Infrastructures Limited 50,000 50,000 10 Fully paid 500,000 500,000 50,000 50,000 500,000 500,000

14 LONG TERM LOANS AND ADVANCES Particulars As at March 31, 2013 As at March 31, 2012 ` `

Secured, considered good Capital advances (note a) - 4,850,729

Unsecured, considered good Capital advances 3,614,611 12,267,140 Security deposits 26,681,230 30,586,285 Loans and advances to related parties (note b) 200,000 5,200,000 Other loans and advances Amounts paid under protest recoverable 20,599,741 20,599,741 Others 5,079,883 7,489,095 Unsecured, considered doubtful Amounts paid under protest 15,365,255 15,365,255 Less: Provision for doubtful advances (15,365,255) (15,365,255) Total 56,175,465 80,992,990

Notes: a) Capital advances are secured by way of bank guarantees received from the supplier of equipments/ services relating to capital jobs. b) Amounts due from related parties: - DBH International Private Limited - 5,000,000 - Bharat Starch Products Limited 200,000 200,000

38 Notes Annual Report 2012-13

15 OTHER NON CURRENT ASSETS Particulars As at March 31, 2013 As at March 31, 2012 ` `

Deposit with maturity more than twelve months - 775,000 Margin money (note a) 3,156,000 3,318,528 Pledged deposits (note b) - 1,317,500 Total 3,156,000 5,411,028 Notes: (a) Margin money deposits are pledged with banks for issuance of bank guarantees and letter of credits. (b) Pledged deposits include deposits pledged with government authorities.

16 INVENTORIES Particulars As at March 31, 2013 As at March 31, 2012 ` `

Raw materials 127,883,795 184,752,314 Work in progress 32,513,699 20,866,936 Finished goods 166,339,598 114,386,331 Stores and spares [including goods in transit of 130,662,883 105,422,729 ` 256,618 (2011-12:` 694,000)] Total 457,399,975 425,428,310

17 TRADE RECEIVABLES Particulars As at March 31, 2013 As at March 31, 2012 ` ` Trade receivables outstanding for a period less than six months from the date they are due for payment Secured, considered good 4,217,233 7,320,570 Unsecured, considered good 531,550,185 447,188,140 535,767,418 454,508,710 Trade receivables outstanding for a period exceeding six months from the date they are due for payment Secured, considered good 142,798 39,790 Unsecured, considered good 9,586,427 8,648,255 Unsecured, considered doubtful 12,610,612 9,162,163 Less: Provision for doubtful debts (Note a) (12,610,612) (9,162,163) 9,729,225 8,688,045 Total 545,496,643 463,196,755

Note: a) Out of this ` 328,990 (2011-12: ` 2,500,000) have been recovered during the current year and therefore the provision has been written back.

39 Notes Annual Report 2012-13

18 CASH AND BANK BALANCES Particulars As at March 31, 2013 As at March 31, 2012 ` `` Cash and cash equivalents Cash in hand 1,268,510 1,066,001 Cheques in hand 431,011 1,166,409 Post office savings deposits 272 272 Current accounts 8,810,726 2,162,023 Demand deposits with original maturity of less than three months 165,706 35,000,000 10,676,225 39,394,705 Other bank balances Deposit with original maturity more than three months but 2,769,284 10,810,632 less than twelve months Margin money (note a) 6,493,602 2,304,690 Pledged deposits (note b) 285,283 1,413,200 Unpaid dividend accounts 2,290,017 2,266,815 11,838,186 16,795,337 Total 22,514,411 56,190,042 Notes: a) Margin money deposits are pledged with bank for issuance of bank guarantees and letter of credits. b) Pledged deposits include deposits pledged with government authorities.

19 SHORT TERM LOANS AND ADVANCES Particulars As at March 31, 2013 As at March 31, 2012 ` ` Unsecured, considered good Advances to vendors 11,800,220 9,115,599 Loans and advances to related parties (note a) 1,306,500 1,725,436 Other loans and advances - Advance income tax [net of provision ` 258,245,250 955,917 41,838,388 (2011-12 : ` 191,006,960)] - Deposits with excise & other tax authorities 45,617,267 64,218,389 - Prepaid expenses 10,144,081 10,464,119 - Others (note b) 3,660,801 16,799,430 Total 73,484,786 144,161,361 Notes: a) Amounts due from related parties: - Premium Transmission Limited 1,306,500 1,725,436 b) Includes insurance claim receivable ` Nil (2011-12 : ` 10,946,435) with respect to damaged inventory.

40 Notes Annual Report 2012-13

20 OTHER CURRENT ASSETS Particulars As at March 31, 2013 As at March 31, 2012 ` ` Unsecured, considered good Fixed assets held for sale (note a and b) 14,737,209 37,714,290 Interest receivable 1,246,077 1,884,444 Total 15,983,286 39,598,734 Notes: a) Fixed assets held for sale represent land and buildings of gross book value ` 15,053,397 (2011-12 : ` 15,053,397) and net book value ` 14,737,209 (2011-12 : ` 14,813,599) located at Kollam unit, which management intends to divest within the next 12 months at amounts equal to or exceeding the asset carrying values at the respective Balance Sheet dates. b) Previous year fixed assets held for sale represent land and buildings of gross book value ` 45,092,126 (net book value ` 37,714,290) located at Puducherry unit.

21 REVENUE FROM OPERATIONS Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Sale of products 4,352,395,670 3,880,495,800 Other operating revenues - Sale of scrap 16,928,553 20,862,949 Total 4,369,324,223 3,901,358,749 Details of products sold: Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` `

Clay products 2,318,455,794 2,019,581,913 Starch and allied products 1,763,226,793 1,642,887,725 By products & others 287,641,636 238,889,111 Total 4,369,324,223 3,901,358,749

22 OTHER INCOME Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` `

Government grants 267,818 267,818 Other income 1,481,377 11,480,029 Net gain on sale of fixed assets (Note a) 53,326,925 - Exchange fluctuation (net) 412,510 - Interest Income 5,833,796 3,290,600 Liabilities no longer required written back 1,763,325 5,394,103 Total 63,085,751 20,432,550 Note :

a) Includes ` 59,690,000 gain on sale of land of Puducherry unit.

41 Notes Annual Report 2012-13

23 INCREASE IN INVENTORY OF FINISHED GOODS AND WORK IN PROGRESS Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Opening stock Finished goods 114,386,331 51,761,310 Stock in process 20,866,936 31,837,181 Total 135,253,267 83,598,491 Closing stock Finished goods 166,339,598 114,386,331 Stock in process 32,513,699 20,866,936 Total 198,853,297 135,253,267 Increase in inventory of finished goods and work-in-progress 63,600,030 51,654,776 Details of inventory: Particulars As at March 31, 2013 As at March 31, 2012 ` ` Finished goods Clay products 72,357,713 58,268,815 Starch and allied products 89,842,869 54,071,805 By products & others 4,139,016 2,045,711 Total 166,339,598 114,386,331 Stock in process Clay products 6,499,440 4,115,439 Starch and allied products 25,093,367 16,546,051 By products & others 920,892 205,446 Total 32,513,699 20,866,936

24 EMPLOYEE BENEFIT EXPENSES Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Salaries, wages and bonus 397,527,836 324,489,304 Contribution to provident and other funds 17,659,886 16,039,920 Gratuity expense (note a) 3,369,402 5,409,785 Staff welfare expenses 24,250,985 22,580,266 442,808,109 368,519,275 Less: Amount capitalised during the year 810,406 5,990,522 Total 441,997,703 362,528,753 Notes: a) Net of amount recovered from related parties ` 108,600 (2011-12 : ` 113,772). b) Employee benefit expenses includes research and development expenses (note 41).

42 Notes Annual Report 2012-13

25 FINANCE COSTS Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Interest expense (note a) - On fixed period loans 86,984,239 112,381,554 - Others 105,997,020 83,941,067 Less: Interest capitalised - (5,678,166) 192,981,259 190,644,455 Amortisation of foreign currency monetary item - (10,907) translation difference account Total 192,981,259 190,633,548 Note: a) Interest expense includes amount paid or payable to directors ` Nil (2011-12: ` 58,004 ) 26 OTHER EXPENSES Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` a) Manufacturing expenses Stores consumed 50,138,687 41,257,336 Power and fuel 964,431,782 811,506,265 Repairs and maintenance - Plant & machinery 88,217,369 85,161,338 - Factory buildings 9,491,458 6,097,342 - Others 14,094,162 14,093,208 Other manufacturing expenses 59,999,389 52,490,686 Royalty 8,251,075 8,447,400 Increase in excise duty on finished goods 4,057,309 2,494,408 Total (A) 1,198,681,231 1,021,547,983 b) Administration expenses Rent 21,913,800 19,007,150 Rates & taxes 13,376,360 8,601,625 Insurance 6,834,116 6,529,306 Exchange fluctuation (net) - 995,072 Directors' sitting fees 797,170 620,000 Office & other expenses (note a) 79,022,499 69,331,492 Payment to auditors (note 29) 3,568,838 3,657,208 Travelling & conveyance 35,245,222 30,431,952 Charity & donation 1,336,550 1,317,300 Bad debts/advances written off (net) 3,102,863 176,088 Provisions for doubtful debts/advances 3,777,439 2,878,616 Other financing charges 5,343,090 5,306,668 Loss on sale/write off of fixed assets - 2,358,526 Total (B) 174,317,947 151,211,003 c) Selling and distribution expenses Packing & forwarding expenses 54,130,929 37,085,087 Commission to selling agents and others 27,327,170 39,052,512 Cash discount 11,943,419 12,034,419 Other selling expenses 37,022,619 27,973,452 Total (C) 130,424,137 115,145,470 Total (A+B+C) 1,503,423,315 1,287,904,456 Note: a) Office and other expenses includes research and development expenses (note 41) 43 Notes Annual Report 2012-13

27 EXCEPTIONAL ITEMS Exceptional items pertains to expenses incurred on settlement of workers/ staff amounting to ` 12,912,715 related to Kollam unit of the Company (2011-12: ` 22,169,932) arising from the closure of Puducherry operations w.e.f October 10, 2011. 28 EARNINGS PER SHARE Particulars Year ended March 31, 2013 Year ended March 31, 2012

a) Weighted average number of equity shares Number of equity shares at the beginning of the year 50,276,013 50,276,013 Net profit after tax (`) 118,676,312 148,367,704 Less : Dividend on 11% cumulative redeemable 38,480,888 38,353,425 preference shares (including tax) (`) Net profit after tax available to equity shareholders (`) 80,195,424 110,014,279 b) Potential number of equity shares at the end of the year Total number of equity shares as per (a) above 50,276,013 50,276,013 Number of equity shares deemed converted at the - 2,430,290 beginning of the year Potential dilutive shares 50,276,013 52,706,303 c) Net profit after tax available for potential equity shareholders Net profit after tax available to equity shareholders (`) 80,195,424 110,014,279 Income on dilutive potential equity shares (net of tax) (`) - 7,846,766 80,195,424 117,861,045 d) Basic EPS (`) 1.60 2.19 e) Diluted EPS (`) 1.60 2.19 f) Nominal value of equity share (`) 2 2

29 AMOUNT PAID / PAYABLE TO AUDITORS As auditors 2,880,000 2,640,000 For other matters 160,000 360,000 For reimbursement of expenses 528,838 657,208 Total 3,568,838 3,657,208

30 EMPLOYEE BENEFITS During the year, the Company has recognised the following amounts in the Statement of Profit and Loss : Defined contribution plans Employer’s contribution to provident fund * 17,463,776 15,648,697 Employer’s contribution to superannuation fund * 196,110 265,635 Employer’s contribution to ESI** 2,752,135 2,479,743

* Included in contribution to provident and other funds ** Included in welfare expenses Defined benefit plans Company has defined benefit plan in terms of gratuity. a. The assumptions used to determine the gratuity benefit obligations are as follows : Discount rate 8.00% 8.50% Expected rate of increase in compensation levels 7.50% 9.00% Rate of return on plan assets 8.70% 8.60% 44 Notes Annual Report 2012-13

b. Reconciliation of opening and closing balances of benefit obligations: Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Projected benefit obligation 96,465,296 97,825,168 Current service cost 7,142,609 6,781,708 Interest cost 8,199,550 7,826,013 Benefits paid (12,038,534) (10,501,823) Actuarial gain (5,754,100) (5,465,770) Projected benefit obligation 94,014,821 96,465,296

c. Reconciliation of fair value of plan assets :-

Fair value of plan assets at the beginning of the year 73,744,980 69,446,621 Expected return on plan assets 6,342,068 5,555,730 Contributions 7,500,000 10,000,000 Benefits paid (13,043,504) (9,320,035) Actuarial loss on plan assets (232,011) (1,937,336) Fair value of plan assets at the end of the year 74,311,533 73,744,980

d. Gratuity expense recognised in the Statement of Profit and Loss

Current service cost 7,142,609 6,781,708 Expected return on plan assets (6,342,068) (5,555,730) Interest cost 8,199,550 7,826,013 Actuarial gain (5,522,089) (3,528,434) Total 3,478,002 5,523,557

e. Amounts for the current and previous years are as follows: Particulars 2012-13 2011-12 2010-11 2009-10 2008-09 ` ` ` ` `

Defined benefit plan-Gratuity Defined benefit obligation (94,014,821) (96,465,296) (97,825,168) (90,851,422) (82,742,742) Plan assets 74,311,533 73,744,980 69,446,621 46,424,275 - Surplus / (deficit) (19,703,288) (22,720,316) (28,378,547) (44,427,147) (82,742,742)

31 LEASE COMMITMENTS: The Company has entered into leasing arrangements for office buildings and godown for storage of inventory that are cancelable at the option of the Company. Rent expense on account of cancelable leases for the year ended March 31, 2013 amounts to ` 21,913,800 (2011-12 : ` 19,007,150). 32 SEGMENT INFORMATION A. Primary segment reporting (by business segments) i. Composition of business segments The Company’s business segments are organised as under: Clay products: Segment manufactures and supplies the clay products to various industries like paper, paint, rubber and fiberglass etc. Starch products: Segment comprising starch/specialty starch, syrups and modified starch, manufactures and supplies the starch products to various industries like paper, textile, food and pharma, etc.

45 N 46

A. Primary segment o t e

CLAY STARCH TOTAL s Particulars March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 ` ` ` ` ` ` - Segment revenue Gross sales to external customers 2,351,383,055 2,053,281,298 2,017,941,168 1,848,077,451 4,369,324,223 3,901,358,749 Other income 537,813 721,969 2,721,864 17,666,859 3,259,677 18,388,828 4,372,583,900 3,919,747,577 - Segment result (Operating profit) 391,593,142 406,751,624 (33,154,395) 38,963,336 358,438,747 445,714,960 Less : Un-allocated (income) / expenses (46,031,570) 9,779,380 Interest expense 192,981,259 190,633,548 Exceptional items 12,912,715 22,169,932 Tax Expenses 79,900,031 74,764,396 Net profit as per Statement of Profit and Loss 118,676,312 148,367,704 - Total carrying amount 2,166,842,302 2,112,517,242 1,488,952,947 1,515,327,677 3,655,795,249 3,627,844,919 of segment asset Un-allocated 36,054,326 108,876,377 3,691,849,575 3,736,721,296 - Segment liabilities 463,568,053 383,359,500 658,762,924 618,032,640 1,122,330,977 1,001,392,140 Un-allocated 957,631,550 1,191,801,433 2,079,962,527 2,193,193,574 - Capital expenditure during the year 91,257,214 158,674,052 64,365,286 201,580,401 155,622,499 360,254,452 Un-allocated 6,069,753 5,354,642 161,692,253 365,609,094 - Depreciation/Amortization 95,905,890 85,231,074 49,336,009 42,974,089 145,241,899 128,205,163 Un-allocated 3,619,812 5,475,077 148,861,711 133,680,240

Annual Report2012-13 B. Secondary segment India Outside India* Total Particulars March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 ` ` ` ` ` ` - Revenue 4,088,923,228 3,648,164,710 280,400,995 253,194,039 4,369,324,223 3,901,358,749 - Total assets 3,650,771,315 3,692,370,028 41,078,260 44,351,270 3,691,849,575 3,736,721,296 - Capital expenditure during the year 161,692,253 365,609,094 - - 161,692,253 365,609,094 * Represents exports to Japan, Korea, New Zealand, Australia, Egypt, Kenya, Mauritious, UAE, Yemen, Oman, Saudi Arabia, Iran, Jordan, Bahrain, Sri Lanka, Malaysia, Indonesia, Thailand, Philippines, Turkey, Germany, Poland, Italy,Greece, South Africa, Kuwait, Singapore and Malta. Notes Annual Report 2012-13

33. In accordance with the required Accounting Standard (AS-18) on related party disclosures where control exist and where transactions have taken place and description of the relationship as identified and certified by management are as follows: A. Holding Company DBH International Private Limited B. Associates Enterprises which have significant influence over the Company: Karun Carpets Private Limited C. Enterprises over which substantial shareholders of the Company and their relatives, have significant influence: Greaves Cotton Limited Premium Transmission Limited Pembril Industrial & Engineering Co. Private Limited Greaves Leasing Finance Limited Dee Greaves Limited Bharat Starch Products Limited Aravali Sports & Cultural Foundation DBH Consulting Limited DBH Investments Private Limited Greaves Farymann Diesel GmbH Greaves Auto Limited Greaves Cotton Netherlands B.V. D. Key management personnel & their relatives Mr. Karan Thapar – Chairman Ms. Devika Thapar (Daughter of Mr. Karan Thapar) Mr. Karam Thapar (Son of Mr. Karan Thapar) Mr. B M Thapar (Father of Mr. Karan Thapar) Ms. Sulochna Thapar (Mother of Mr. Karan Thapar) Dr. Venkatesh Padmanabhan (Managing Director and Chief Executive Officer) Mr. Rahul Gupta (Executive Director) (upto December 31, 2012) Mr. S.K. Jain (Sr. Vice President Corporate Finance, Accounts & Administration) Mr. P.S. Saini (Company Secretary & Head Corporate Legal)

47 N 48

a) Transactions with related parties o t e

Particulars Holding Company Enterprises which Enterprises over Key management Total s has significant which substantial Personnel and influence over shareholders and their relatives the company their relatives have significant influence 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 ` ` ` ` ` ` ` ` ` ` Purchase of goods DBH International Private Limited 26,285,808 37,128,328 ------26,285,808 37,128,328 Premium Transmission Limited - - - - 433,696 84,559 - - 433,696 84,559 Reimbursement of expenses Premium Transmission Limited - - - - 16,363,674 13,721,060 - - 16,363,674 13,721,060 Receiving of services Karun Carpets Private Limited - - - 8,183,002 - - - - - 8,183,002 DBH Investments Private Limited - - - - 6,611,683 - - - 6,611,683 - Receipt of public deposit Mrs. Sulochana Thapar ------19,000,000 - 19,000,000 Mr. Karam Thapar ------1,288,000 - 1,288,000 - Ms. Devika Thapar ------188,000 - 188,000 - Refund of public deposit Mrs. Sulochana Thapar - - - - - 19,000,000 - 19,000,000 - Rent paid DBH International Private Limited 1,965,852 1,929,804 ------1,965,852 1,929,804 Bharat Starch Products Limited - 1,654,500 - - - 1,654,500 Dividend paid on preference shares DBH International Private Limited 22,000,000 22,000,000 ------22,000,000 22,000,000 Karun Carpets Private Limited - - 11,000,000 11,000,000 - - - - 11,000,000 11,000,000 Chairman commission Mr. Karan Thapar ------1,633,758 2,385,142 1,633,758 2,385,142 Remuneration Mr. S. K. Jain ------4,413,054 3,868,699 4,413,054 3,868,699 Mr. P.S. Saini ------2,775,864 3,298,348 2,775,864 3,298,348 Mr. Rahul Gupta ------7,808,355 8,304,600 7,808,355 8,304,600 Dr. Venkatesh Padmanabhan ------583,666 - 583,666 - Annual Report2012-13

Other expenses Aravali Sports & Cultural Foundation - - - - 750,000 1,000,000 - - 750,000 1,000,000 Mrs. Sulochana Thapar ------78,727 1,771,782 78,727 1,771,782 Mr. Karam Thapar ------145,955 102,343 145,955 102,343 Ms. Devika Thapar ------274,391 278,940 274,391 278,940 Mr. Rahul Gupta ------58,004 - 58,004 Notes Annual Report 2012-13

b) Outstanding balances : Particulars As at March 31, 2013 As at March 31, 2012 ` `

1. Holding company DBH International Private Limited - 5,000,000 DBH International Private Limited (5,769,372) (17,942,092) 2. Associates which have significant influence over the Company Karun Carpets Private Limited - (929,648) 3. Enterprises over which substantial shareholders and their relatives have significant influence Bharat Starch Products Limited 200,000 200,000 Premium Transmission Limited 1,306,500 1,725,436 4. Key management personnel & their relatives Mr. Karan Thapar (1,633,758) (2,385,142) Ms. Sulochana Thapar - (19,000,000) Mr. Karam Thapar (2,288,000) (1,000,000) Ms. Devika Thapar (2,201,000) (2,865,000) Note: Figures in parentheses denote credit balances

34 DETAILS OF RAW MATERIAL AND COMPONENTS CONSUMED Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` ` Clay matrix (note a) 193,430,659 190,427,294 Maize 941,534,270 866,304,959 Maize starch 234,889,251 131,134,846 Tapioca starch 36,887,218 56,008,494 Others 386,727,352 340,072,673 Total 1,793,468,750 1,583,948,266 Note: a) Clay matrix cost is inclusive of clay mining expenses.

35 VALUE OF IMPORTS ON C.I.F BASIS :

Particulars Year ended March 31, 2013 Year ended March 31, 2012 ` `

Raw material 13,802,464 16,043,131 Stores and spare parts 46,055,884 32,181,698 Capital goods 2,365,730 3,297,937 Total 62,224,078 51,522,766

49 N 50

36 EARNINGS IN FOREIGN EXCHANGE CALCULATED ON F.O.B. BASIS: o t e

Year ended March 31, 2013 Year ended March 31, 2012 s Amount (`) Amount (`) Export of: Clay products 246,582,697 208,178,467 Starch and allied products 33,818,295 34,443,572 By Products - 10,572,000 280,400,992 253,194,039

37 EXPENDITURE IN FOREIGN CURRENCY (CASH BASIS) Year ended March 31, 2013 Year ended March 31, 2012 Amount (`) Amount (`) Commission 3,105,416 1,616,160 Travelling 1,063,653 1,411,815 Consultancy 1,047,056 2,799,171 Others 192,767 339,848 5,408,892 6,166,994

38 PARTICULARS OF UNHEDGED FOREIGN CURRENCY EXPOSURE: Particulars As at March 31, 2013 As at March 31, 2012 Amount (US$) Amount (`) Amount (US $) Amount (`)

- Trade receivables 543,605 29,262,238 105,837 5,379,695 - Trade payables (156,086) (8,592,522) (19,950) (1,030,019) - Foreign currency loans (1,458,000) (80,262,900) (1,496,000) (77,238,480) (1,070,481) (59,593,184) (1,410,113) (72,888,804)

39 INDEGENOUS AND IMPORTED CONSUMPTION:

Indigenous Imported Total Annual Report2012-13 Value Value Value Amount (`) % Amount (`) % Amount (`) Raw material(s) 2012-13 1,786,308,580 99.60% 7,160,170 0.40% 1,793,468,750 2011-12 1,578,542,605 99.66% 5,405,661 0.34% 1,583,948,266 Stores & Spare parts 2012-13 418,771,311 89.91% 47,008,224 10.09% 465,779,535 2011-12 370,013,226 91.90% 32,593,466 8.10% 402,606,692 Notes Annual Report 2012-13

40 CONTINGENT LIABILITIES AND COMMITMENTS 1) Contingent liabilities Particulars As at March 31, 2013 As at March 31, 2012 ` ` a) Outstanding bank guarantees and letter of credits 41,649,453 23,257,609 b) Bills and cheques discounted - 155,141,766 c) Excise & sales tax matters: i) Demand received from Commissioner of Central Excise, Panchkula on 63,494,596 63,494,596 account of misclassification of plain maize starch against which stay has been granted by CESTAT, New Delhi (including penalty of ` 31,747,298; (2011-12: ` 31,747,298) against which an amount of ` 507,000 (2011-12 : ` 507,000) deposited under protest (note 3(a)) . ii) Haryana Local Area Development Tax levied by the State Government 3,216,191 3,216,191 on the goods received from other state, pending before Hon’ble Supreme Court of India against which an amount of ` 3,216,191 (2011-12: ` 3,216,191) deposited under protest. iii) Entry tax levied by the Government of Kerala on Special Kerosene Oil 15,133,588 15,133,588 (SKO), pending before Hon’ble Supreme Court of India against which an amount of `15,133,588 (2011-12 : ` 15,133,588) deposited under protest.

d) Income tax matters (note3(b)) 74,203,748 15,421,684 Based on the above, the management is of the opinion that the appeals will be allowed in favour of the Company and hence no provision is required for the above. 2) Estimated amounts of contracts remaining to be executed on capital account (net of advances) ` 18,268,305 (2011-12: ` 54, 185,183). 3) Contingent liabilities with respect to excise and sales tax matters referred in paragraph 1 (c) above excludes demands aggregating ` 107,369,734 for the year 2000 to 2004 relating to inputs used in manufacturing of excisable and as well as exempted goods and cenvat credit of service tax, pending with Central Excise and Service Tax Appellate Tribunal (CESTAT) were set aside and remitted to the relevant authorities for a fresh decision and revision in demand. Consequently amount deposited under protest amounting to ` 1,241,379 have been considered good and recoverable and no provision for the same has been considered necessary. Further, till the time demands are received by the Company amounts of contingent liabilities, if any, is not ascertainable. 41 RESEARCH AND DEVELOPMENT EXPENSES : Particulars Year ended March 31, 2013 Year endedMarch 31, 2012 ` ` Employee benefit expenses 9,930,241 12,280,535 Office and other expenses 6,884,676 6,916,399 42 CHANGE OF NAME With effect from June 27, 2012, the name of the Company, was changed from English Indian Clays Limited to EICL Limited 43 Previous year figures Previous year figures have been re-grouped/recast, wherever necessary to confirm the current year classification.

For Walker, Chandiok & Co For and on behalf of the Board of Directors Chartered Accountants Sd/- Sd/- Sd/- Dr. Venkatesh Padmanabhan Vijay Rai Ashish Gupta Managing Director and Chief Executive Officer Director Partner Sd/- Sd/- S. K. Jain P. S. Saini Place : Gurgaon Sr. Vice President Company Secretary & Head Corporate Legal Date : May 03 , 2013 Corporate Finance, Accounts & Administration 51 Notes