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SANSCO SERVICES - Annual Reports Library Services - www.sansco.net HIRMR ANNUAL REPORT NIRMA LIMITED j.Osz _ ••I^ i iti n vr~ 11 ; "»~ www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Nirma Limited BOARD OF DIRECTORS Dr. K. K. Patel, Chairman Shri Rakesh K. Patel, Vice Chairman Shri Shrenikbhai K. Lalbhai Shri Pankaj R. Patel Shri Rajendra D. Shah Shri A. P. Sarwan Shri Chinubhai R. Shah Shri Kaushikbhai N. Patel Shri Kalpesh A. Patel, Executive Director Shri Hiren K. Patel, Managing Director AUDITORS Hemanshu Shah & Co. Chartered Accountants Ahmedabad COMPANY SECRETARY Shri Paresh Sheth REGISTERED OFFICE Nirma House Ashram Road Ahmedabad - 380 009 REGISTRARS AND SHARE TRANSFER AGENT M/s. Sharepro Services (India) Pvt. Limited Mumbai - 400 099 www.reportjunction.com D To, The Members, Your Directors are pleased to present the 28th Annual Report together with Audited Statement of Accounts of the Company for the year ended on 31st March 2008. Rs.in crores Financial Results 2007-08 2006-07 Turnover 2650.78 2541.05 Profit for the year before providing for the depreciation & taxation 382.34 385.90 Less : Provision for depreciation 226.65 207.51 Add : Provision for expenses of earlier years written back 70.89 Nil Less : Provision for taxation - Current Tax 26.00 20.00 Fringe Benefit Tax 0.40 0.50 Deferred tax (29.55) 48.77 Profit after depreciation & taxation 229.73 109.12 Add : Provision of Taxation Provided / earlier years written back (12.18) 110.67 Less : Loss of Demerged Undertaking for the prior period Nil 11138 Add : Balance in Profit & Loss Account brought forward 71.13 135.65 Profit available for Appropriation 288.68 244.06 Less : Transferred to General Reserve 100.00 100.00 Interim Dividend on Equity Shares Nil 63.50 Dividend on new Equity shares allotted pursuant to the Composite Scheme of Compromise and Arrangement Nil 0.29 Dividend on Preference Shares 0.17 0.17 Proposed Dividend on Equity Shares 63.66 - Tax on dividend 10.85 8.97 Balance carried to Balance Sheet 114.00 71.13 www.reportjunction.com DIVIDEND interest, depreciation and tax is Rs.390.26 crores during Your Directors are pleased to recommend the dividend : the year compared to Rs.379.38 crores of the previous year. The net profit has gone up to Rs.229.73 crores i) on Preference shares @ 6% i.e. Rs.6/- per share during the year under review. Volatility in the prices on 279285 Redeemable Non cumulative Non of some of the raw materials remained critical to the convertible Preference shares of Rs.100/- each business. For detailed analysis and performance refer absorbing Rs.0.20 crores including tax to the Management Discussion and Analysis section of ii) on equity shares @ 80% i.e. Rs.4/- per share of the Annual Report. Rs.5/- each absorbing Rs.74.48 crores including tax, for the financial year 2007-08. SHARE CAPITAL The Authorised Share Capital of the Company has ACQUISITION OF SEARLES VALLEY MINERALS INC. increased from Rs.100 crores to Rs.150 crores vide & SEARLES VALLEY MINERALS OPEARTIONS INC. resolution passed through the exercise of postal ballot Your Directors are pleased to inform that the Company conducted pursuant section 192A of the Companies has successfully completed the acquisition of Searles Act, 1956 on 19th March 2008. Valley Minerals Inc. (SVM) and Searles Valley Minerals Operations Inc. (SVMO) (Collectively "SVM") the USA PROJECTS based Soda Ash producer. The Company had entered Your Directors are pleased to state that the Company into definitive agreement for the acquisition on November has completed the Pure Water Project in all respect 27, 2007. SVM is the only producer of Soda Ash, and the plant commissioning trials started from February Sodium borates, Boric acid and Sodium sulfate utilizing 2008. With the above Pure Water Plant Capacity has the solution mining technology. It has total production been increased from 2240 m3/day to 4480 m3/day and in capacity over 1.9 million tonnes per annum. turn vaccum salt capacity from 800 TPD to 1600 TPD. For acquisition of SVM, the Company has incorporated The utility expansion for meeting pure water and caustic Karnavati Holdings Inc. (KHI) a corporation in the State soda plant project is also on the verge of completion. of Delaware U.S.A. on November 20, 2007 as Special The caustic soda plant of 240 TPD which is being put Purpose Vehicle. The total cost of acquisition including up at Kalatalav site, Dist. Bhavnagar, is expected to net current assets of USD 225 million has been funded commission by February 2009. The civil construction job by combination of External Commercial Borrowings, for this plant has been completed by 60% and mechnical direct investments and Corporate Guarantees. equipment erection has started. With this acquisition your Company is now amongst Your Company has also initiated a Cement Project the top rated Companies in manufacturing of Soda Ash at Tal. Mahuva Dist. Bhavnagar in Gujarat. The rated and has started establishing a strong presence in the capacity of the plant will be 1.91 million tonnes per international market. annum while the capacity of Captive Power will be 50 MW. The Company has already acquired the land at the BUSINESS OPERATIONS OVERVIEW plant site. The Government of Gujarat has sanctioned the supply of sweet water from Narmada pipeline. The year under review has been eventful for your Company. After acquisition of Sachana undertaking of Core Healthcare Limited last year, the acquisition of SVM in the U.S.A., enabled the Company to have strong and strategic base as Soda Ash producing unit. Your Company being one of India's leading manufacturer of Detergents & Soaps has already established it's position in this segment. Your Company has been growing from strength to strength and taken challenges on the global stage. The benefit of acquisition and the results of initiatives taken by the company will accrue in foreseeable future. The Turnover during the year on standalone basis has marginally increased from Rs.2541.05 crores to Rs.2650.78 crores showing increase by Rs.109.73 crores. On consolidated basis, the turnover is Rs.3003.03 crores during the year. The operating profit before www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net i<!!> Nirma Limited The major equipments pertaining to Cement Project (iv) Directors have prepared the annual accounts of the have been ordered for and for remaining long delivery Company on a 'going concern' basis. equipments the technical and commercial negotiations are under process. SUBSIDIARY COMPANIES During the year under review, the Company has CORPORATE GOVERNANCE incorporated Karnavati Holdings Inc. (KHI) in the state Your Company continues to commit good Corporate of Delaware, United States of America, on November Governance vis-a-vis corporate practices by complying 20, 2007 as Wholly Owned Subsidiary of the Company with various Standards prescribed by the Securities and signed the share purchase agreements with KHI. and Exchange Board of India vide Clause 49 of the KHI incorporated Searles Valley Minerals Operations Listing Agreement with the Stock Exchanges. Apart from Acquisition Corporation and Searles Valley Minerals mandatory requirements from Listing Agreement, the Acquisition Corporation in the state of Delaware, USA, Company is also complying some of the non mandatory which merged with and into Searles Valley Minerals requirements to maintain high degree of Governance. Operations Inc (SVMO) and Searles Valley Minerals Inc. A separate report on Corporate Governance alongwith (SVM) on 27th December 2007. Consequently, SVMO a certificate from the Auditors and Management and SVM, the surviving corporations have become step- Discussion and Analysis are annexed as part of the down subsidiaries of the Company. Annual Report. In terms of the approval granted to the Company by Ministry of Corporate Affairs, Government of India vide DIRECTORS its letter No. 47/495/2008-CL-lll dated 5th August 2008, Shri Rajendra D. Shah, Shri Rakesh K. Patel, and Shri the Company has been exempted from complying with Kaushik N. Patel Directors of the Company retire by the provisions of sub section (1) of section 212 of the rotation at the ensuing Annual General Meeting and are Companies Act, 1956, for the financial year under eligible for re-appointment. Your Directors recommend review. their re-appointment. None of the directors are disqualified from being appointed as director as specified in terms Further SVMO wholly owns four entities in U.S.A. of Sections 274(1) (g) of the Companies Act, 1956. namely Searles Domestic Water Company LLC, Searles The information on the particulars of Directors seeking Valley Residences LLC, Trona Railway Company re-appointments and appointment as required under LLC and NATI LLC, while NATI LLC has a 50 percent Clause 49 of the Listing Agreement executed with the membership in Trona Export Terminals LLC in U.S.A. Stock Exchanges, have been given alongwith the notice CONSOLIDATED FINANCIAL STATEMENTS of the ensuing Annual General Meeting. The Consolidated Financial Statements pursuant DIRECTORS' RESPONSIBILITY STATEMENT to clause 41 of the Listing Agreement entered into with stock exchanges and prepared in accordance Pursuant to the requirement under Section 217(2AA) with Accounting Standard 21 (consolidated financial of the Companies Act, 1956, with respect to Directors' statements) of Institute of Chartered Accountants of India, Responsibility Statement, it is hereby confirmed that: for the financial year ended March 31, 2008 is attached (i) in preparation of the annual accounts for the with this report. Further, the key financial information financial year ended 31st March, 2008, the of the subsidiaries / entities have been disclosed in applicable accounting standards have been followed a brief abstract forming part of this Annual Report.