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INSPIRED BY

CHALLENGE

ABHISHEK INDUSTRIES LIMITED 19th Annual Report 2008-9


CONTENTS

2
About Abhishek

3
Managing Director’s Message

4
Financial Highlights

6
Inspired by Challenge

14
Business Overview

18
Directors’ Profile

20
Directors’ Report

30
Management’s Discussion and Analysis

38
Corporate Sustainability Report

42
Corporate Governance Report

60
Standalone Financial Statements

89
Consolidated Financial Statements
“THE TRIDENT CREDO”
In life as in business, change is the only constant. Keeping in mind
the events of the last year, Trident Group has undertaken a corporate
rebranding program with a simple philosophy – Inspired by challenge.
Three simple words, yet it has profound impact on our business and our
lives.
Throughout history we have witnessed how the world has progressed
when people challenged the status quo, questioned the conventional
wisdom and overcame the challenges to create what never existed. This
is the genesis of human progress.
What does this philosophy mean to the Trident Group? Everything.
For us it means constantly raising the bar and creating new benchmarks.
For us it means newer ways to do business and overcome any challenge
that comes in the way.
But then mere words won’t help. It is all about imbibing this credo in our
day-to-day work. It’s about internalizing the belief in our lives.
As we experienced the global downturn of 2008-9, our motto is the
need of the hour. To overcome all the challenges business throws at
us.
Mahatma Gandhi said, “One needs to be slow to form convictions,
but once formed they must be defended against the heaviest
odds.”

AT ABHISHEK, INSPIRED BY
CHALLENGE IS A CONVICTION.
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ABOUT ABHISHEK

OUR BUSINESS
We deal in yarn, terry towels, paper and chemicals along with our energy segment which serves all
the other divisions. Therefore we exist in the segments replete with opportunities and consistent in
growth.

OUR CALLING CARD Birth of Abhishek


Flagship Company of the Trident Group 1990
Headquartered in Ludhiana No of employees
Manufacturing facilities in Barnala, Punjab and Budni, Madhya Pradesh Over 9200

Listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) Exports across
65 countries
Company Identification Number (CIN) : L99999PB1990PLC010307
Net Sales growth
OUR RANKING 33 percent over
World’s largest wheat straw based paper manufacturer the last year
One of the world’s largest terry towel manufacturers Exports growth
One of India’s largest yarn spinners. 32 percent over
Recognised by the ICSI as the best Indian Company for adopting corporate governance practices the last year
Balance Sheet Size
OUR VISION Rs 20,362.1 million as
Inspired by challenge, we will add value to life, and together prosper globally. on March 31, 2009

OUR VALUES Public shareholding


To provide customer satisfaction, through teamwork, based on honesty and integrity, for continuous growth 36.52 percent as on
and development. March 31, 2009
Foreign shareholding
OUR CORPORATE PHILOSOPHY
6.32 percent as on
To continue growth by leading national and international standards and ethical means, in harmony with the
March 31, 2009
environment, ensuring customer delight, stakeholders’ trust and social responsibility.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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MANAGING DIRECTOR’S MESSAGE

With our motto being Inspired by


Challenge, we are transforming
our experiences into wisdom
and are honing our skills through
learning

Dear Shareholders and as a consequence we are reworking and re-


strategizing on our business premise - people,
It’s always a pleasure to talk to you – our valued
products, processes and geo locations.
shareholder. At Abhishek Industries, we have
We are indeed grateful for the faith and trust
grown through the years, by questioning existing
you have reposed on us and assure you that the
paradigms and by challenging assumptions. In
coming year will mark a new era in creating global
essence, through our unconventional wisdom,
benchmarks and great economic value additions.
we have prospered at every stage and gained
confidence to take on fresh challenges every day. Wishing you a great year ahead!

As you are aware, 2008-9 was a tumultuous


period. While on one hand, we have witnessed Warm regards,
global downturns, economic uncertainities and
stagnation; on the other we have seen geopolitical
shifts and newer challenges.
With our motto being Inspired by Challenge, we are
transforming our experiences into wisdom and are Rajinder Gupta

honing our skills through learning. The challenges


of the recent past have made us that much wiser
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FINANCIAL HIGHLIGHTS

FINANCIAL PERFORMANCE
(Rs million)
Period ended Mar 2005 Mar 2006 Mar 2007 Mar 2008 Mar 2009
No. of months 15 12 12 12 12
Gross Turnover 8296 8885 9860 12062 15456
Net Sales 7056 7436 8166 10487 13981
Exports 3300 4190 4352 5193 6862
Gross Profit (PBIDT) 1464 1588 1794 1818 2605
Net Profit after tax 426 568 409 400 (530)
Net Worth 3150 3585 3995 4452 4463
Fixed Assets (gross block) 8218 10074 12101 13273 21032
Current Assets (Net) 2422 2863 3372 2785 2365

Gross Turnover (Rs million) Exports (Rs million)

6862
15456

5193
12062
4190 4352
9860
8885
8296 3300

2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9

Net Worth (Rs million)

2605 4452 4463


3995
3585
1794 1818 3150
1588
1464

2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

KEY FINANCIAL INDICATORS

Period ended Mar 2005 Mar 2006 Mar 2007 Mar 2008 Mar 2009
No. of months 15 12 12 12 12
Gross Profit Margin (%) 21 21 22 17 19
Return on Net worth (%) 14 16 10 9 --
Export Sales/Net Sales (%) 47 56 53 50 49
Debt/equity 1.47 1.92 2.48 2.88 3.49
CEPS (Rs) 6.16 6.35 6.46 6.32 2.80
EPS (Rs) 2.19 2.93 2.11 2.06 (2.64)
Book Value/Share (Rs) 16.22 18.12 20.57 22.92 20.09
Turnover per share (Rs) 42.72 45.75 50.77 62.11 69.56

Fixed Assets (gross block) (Rs million) CEPS (Rs)

21032
6.35 6.46 6.32
6.16

13273
12101
10074
8218

2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9

Book Value/Share (Rs) Turnover per share (Rs)

22.92
69.56
20.57 20.09
62.11
18.12
16.22 50.77
45.75
42.72

2004-5 2005-6 2006-7 2007-8 2008-9 2004-5 2005-6 2006-7 2007-8 2008-9
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Our paper business witnessed a significant expansion,


with the commissioning of new machine of 1,25,000 tpa.
We also added 82 looms in our terry towel business
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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EXPANSION
AMID ADVERSITY
Corporate robustness and resilience are defined not only the ability to
maintain a continuum in operations during phases of economic slowdown,
but actually to increase the level of engagement with the market.

We, at Abhishek have focused on enhancing products will result in higher contributions,
internal strengths and transforming them into reflecting a forward-looking proactivity in
opportunities. Amid a climate of economic production planning and product innovation.
adversity, we continued investing in enhancing
Our paper business witnessed a significant
our capacities, and stabilizing capacities that
expansion, with the commissioning of new
went on stream at the beginning of the year. We
machine of 1,25,000 tpa . This machine, together
analysed competencies, allocated resources and
with a pulping capacity of 90,000 tpa has
re-visited our strategies to ensure that these new
significantly enhanced our capacity to service
capacities were not rendered idle.
paper demand in our market territories and has
The vivid reflection of our efforts has been the enabled us to move up in value chain. It is also
Budni plant in Madhya Pradesh. The first phase the first agro-based paper manufacturer of India
of the integrated plant was commissioned with to use Elemental Chlorine Free (ECF) technology,
50,400 spindles becoming operational. The considered to be the most environment friendly
capacity at Budni is planned on special yarns like
paper manufacturing process.
compact, Elli-Twist, core spun yarn and special
cottons like Supima, Organic and Giza, which would This expansion will allow Abhishek to emerge as
help us differentiate our product in the market. an important player in the writing and printing
segment. We launched our own brand Copier
In the terry towel division , we added 82 looms
paper called ‘SPECTRATM COPIER’ and ‘MY CHOICE’,
as part of our terry towel expansion program and
which will help create a B-to-C brand.
added newer and higher value added products like
super fine zero twist, anti microbial towel, super Thus, we as Abhishek have endeavoured to give
absorbent towel, quick dry towel, organic slub a pragmatic approach to the present downturn.
towel to name a few. In addition, we also produced By harnessing strengths and expanding, we have
exclusive ranges for many premium private labels. made ourselves an organization that is ready to
On an expanded capacity, these value added face future challenges with aplomb.
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The employees have been empowered to take decisions,


experiment thereby promoting entrepreneurial mindset
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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FOSTERING
INTERNAL STRENGTH
Economic adversity is often an imperative phenomenon, which brings with
it related opportunity to sharpen efficiencies and build capabilities that
operate at these enhanced levels. The future is subject to resources and
how we use them. During periods traumatized by economic perils, it is the
ability to weather abnormalities that determines sustainability.

To be resourceful enough to face a fairer and We continued our focus on ensuring a right-fit in
more promising business climate, we took care each of our various functions, and recalibrated the
to become stronger in our people relations and internal structure to match competencies with
thereby worked towards an overall tightening of business objectives at all levels.
our organizational people networks.
And most importantly, we ensured that the team
We promoted the flat organizational structure morale remained strong and that the motivation
which facilitates decision-making. The employees levels were even higher to ensure a prompt
have been empowered to take decisions, response to market conditions.
experiment thereby promoting entrepreneurial
Being stronger therefore, is the product of
mindset. There is a fair flexibility in deciding the
active and healthy synergies. Be it the work
career paths with growing elements of cross
environment, the remuneration structures or
functionality.
the zeal to recruit and retain the best talent, we
We remain committed to our philosophy of have proactively etched a path that has bravely
continued operational excellence. To that effect, penetrated through the barren economic scene.
the business excellence initiatives continued with Facing challenges through internal strengths is
satisfying operational results. our simple mantra.
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Operationally, the year witnessed nearly 70 per cent


improvement in PBDITA - 2,605.3 million from
Rs 1,540.0 million in the previous year
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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PRUDENCE
TO PROFITABILITY
There is never a better time to revisit norms of prudence and control filters
in an organisation than when the overall business climate is unfavourable.
This allows the learnings to be applied to a higher base as and when the
turnaround happens, ensuring higher value creation.

We, at Abhishek believe in a continuous process inbuilt derisking mechanism. This will protect our
of optimizing potential. As we await fairer bottomline from unnatural currency fluctuations.
weather, we endeavour to alleviate the gloom by
We believe we have insulated ourselves from any
taking measures which accrue to protecting and
troughs in external factor that may potentially
safeguarding our hard earned successes.
damage our bottomline. Internally, we also
During 2008-9, our functioning was impacted emphasized on leveraging our efficiencies for
by a significant foreign exchange fluctuation. lower operating costs, and strengthened our
Operationally, the year witnessed nearly 70 collection mechanism to ensure that our balance
percent improvement in PBDITA - 2,605.3 million sheet is always well capitalised and protected
from Rs 1,540.0 million in the previous year, from unpredictable fluctuations in currency rates,
on a 33 per cent turnover increase. However, and that our cash flow is positive.
the severe foreign exchange impact saw this
Thus, being spirited enough to face a challenge
positive operational surplus turn into a net loss of
as huge as a global slowdown, requires a good
Rs 530.4 million.
degree of prudent planning that accrues from
In order that such unpredictability and unrelated experience and wisdom. The business of emerging
skews don’t impact performance, we have invested as a competent player requires us to be financially
in creating a completely new forex strategy with a viable and internally strong.
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Our project of the second phase of expansion at Budni,


to take the total number of spindles to 1,00, 800 involving
a total capital outlay of Rs 3737 million is on track
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INVESTING FOR
A BETTER FUTURE
Adversity often impacts not only current productive ability but also has a
destabilizing effect on plans for the future. However, a philosophy based on
the principle of continuous investment often serves as a security against
future downturns. It is also the clearest sign of organisational resilience.

For Abhishek, a year of economic instability and and set up 24 new looms. This investment of
economic downturn is seen as an aberration, almost Rs 360 million will be operationalised by
and not as a continuing reality. This inspires the second quarter of 2009-10, allowing us to
us maintain the momentum of capacity and approach emerging demand with a larger portfolio
productivity enhancement, based on a well and greater ability to service it.
considered business plan.
In our paper division too, we have undertaken a
Our strategy is based on a long-term view of the debottlenecking and process streamlining project
market opportunities, and our plans are aligned with a capital outlay of Rs 400 million, which will
towards extracting maximum leverage from them. ensure that we derive maximum value from the
Therefore, our expansion plans across each of our recent addition of a new production line.
business lines continued uninterrupted, even in a
Thus, this culture of following our viable vision and
difficult year, reflecting our ability to rise above
adopted strategy is the harbinger of good tidings.
challenges and the sanctity of our own forward
In order to keep the wheel of progress rolling,
planning.
we have constantly invested on new projects
Our project of the second phase of expansion and product innovations to broaden our product
at Budni, to take the total number of spindles to base and enter newer markets and acquire newer
1,00,800 involving a total capital outlay of customers.
Rs 3737 million is on track.
Thus, market challenges have inspired us to
Similarly, in our terry towel division, we have continue undeterred on the path of investing in
undertaken to upgrade the existing 18 looms creating an organisation relevant in the future.
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BUSINESS OVERVIEW

YARN
PRODUCT BASKET KEY FEATURES
100 percent cotton yarn with count range of Consumed captively and also marketed within
Ne 13 to Ne 32 in carded yarns and Ne 12 to India and exported
Ne 40 in combed yarns Five units housing 1,76,352 spindles and
Single and TFO doubled 1920 rotors
Hosiery and weaving (combed and carded) Manufacturing value-added products like
Open end yarn for weaving & hosiery yarn from organic yarns, fair trade cotton
yarns, egyptian/supima cotton yarns, zero
Slub yarn/multi counts/compact yarn
twist yarns, slub yarns, cotton bamboo yarns,
Core spun yarns
cotton modal & core spun yarn etc
Elli twist yarns
Varied counts- combed and carded as
Yarn from imported premium cotton varieties mentioned above
like supima & egyptian
Focused efforts on value added products
Zero twist yarns
Exports to 17 nations across the globe
Poly cotton blended yarn
Geographical diversification with expansion
Cotton bamboo, cotton modal, cotton soya of spinning capacity at Budni, Madhya
and other blends Pradesh by installing 50,400 spindles in first
Certified organic cotton phase and another 50,400 spindles are being
Certified fair trade cotton installed in second phase
The expanded capacity in Budni would focus
on special yarns like compact, elli-twist,
corepsun yarn and special cottons like supima,
organic and giza etc

REVENUE MIX KEY NUMBERS


2007-8 2008-9
10% 22% Captive Capacity
consumption : 22% Cotton spindles 125952 125952
Domestic Rotors 1920 1920
sales : 68%
Production (tonnes) 42244 40072
Exports : 10%
Revenue (Rs Million)* 4382.3 4608.4
68%
PBIT (Rs Million) 334.6 58.4
*includes inter-segment sales

CAPITAL EXPENDITURE
The Company is setting up 1,00,800 spindles at Budni, Madhya Pradesh which involves a total capital outlay
of Rs 3,737 million. This project is being implemented in phased manner. The first phase of expansion
consisting of 50,400 spindles has been completed in April 2009 and the second phase is scheduled to be
fully operational during the third quarter of financial year 2009-10.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

BUSINESS OVERVIEW

TERRY TOWEL
PRODUCT BASKET Increasing footprint in domestic market -
Terry towel and toweling products single largest supplier of towels to the five-
Piece-dyed dobbies, yarn-dyed ,single and star hotels and resorts. Aggressively focusing
double jacquards, unidyed jacquards, yarn- to enhance the reach to mass market through
dyed stripes, terry and velour finish, beach distributors and agents. Catering to major
towels, bath sheets, bath towels, hand retail chains in India
towels, guest towels, face fringes, bath mats, Implementing viable vision concept in the
kitchen towels and made ups like bath robes business based on TOC methodology
and beach bags
Quality control laboratory complying with the
KEY FEATURES AATCC and ISO standards
Integrated unit housing 350 looms Production facility complying with CT-PAT
Combination of state of the art technology, requirement for overseas customers
know how from the worlds leading suppliers Conferred the “2006 Supplier of the Year”
and vertically integrated manufacturing award by JC Penney Corporation. Recipient of
infrastructure “Wal*Mart International Supplier of the Year”
Exports to 37 nations across the globe. award for 4 times
Products mainly exported to highly quality More focus on innovative and value added
conscious & cost competitive markets products; and enhancing market base
Supplying to most of World’s reputed retail Addition of new products like super fine zero
chain stores across the globe twist, anti microbial towel, super absorbant
towel, quick dry towel , organic slub towel, etc
during the year

REVENUE MIX KEY NUMBERS


2007-8 2008-9
8%
Capacity
Looms 282 350
Export : 92%
Processed yarn (tonnes) 6825 6825
Domestic : 8%
Production
Towel (tonnes) 24616 28311
92%
Processed yarn (tonnes) 5024 5236
Revenue (Rs Million)* 6091.0 7587.5
PBIT (Rs Million) 579.0 (95.3)
*includes inter-segment sales

CAPITAL EXPENDITURE
The Company has undertaken another expansion project of its terry towel division under which Company
is upgrading its existing 18 looms and 24 new looms are being set up. This project is being implemented in
textile park developed by Lotus Integrated Texpark Limited, a special purpose vehicle, with a capital outlay
of Rs 359.8 million and shall be completed by second quarter of financial year 2009-10.
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BUSINESS OVERVIEW

PAPER & CHEMICALS


PRODUCT BASKET Environment friendly manufacturer of a
Main Products variety of papers. Among India’s lowest-cost
Writing and printing paper grades paper producers, using agro residue as raw
Branded copier paper ‘SPECTRATM copier’ (75 material
GSM, 88% ISO brightness) Launched ‘SPECTRATM copier’ brand and My
Branded copier paper ‘My Choice’ copier (70 Choice copier in copier segment. Presence in
GSM, 87% ISO brightness) the A- grade segment of India’s paper market,
Surface size maplitho paper gold line (90% ISO with vast customer base across India &
brightness), silverline (88% ISO brightness), abroad
crystalline (86% ISO brightness)
Plans to move up the value-chain by producing
Super white maplitho
computerline, natureline and baseline
Ivory white
maplitho
Eco print
First agro based paper manufacturer in
Bible printing
India to adopt Elemental Chlorine Free (ECF)
Offset printing
technology
Cream wove
Exports to 22 nations across the globe
Deluxe super print
Trident base paper Sulphuric acid
Watermark paper Having sulphuric acid manufacturing capacity
Sulphuric acid of 1,00,000 tpa
Commercial grade One of the north India’s largest manufacturer
Battery grade of sulphuric acid
Consumers include the detergent
By Products
manufacturers, steel units, textile factories
Caustic soda
among others
KEY FEATURES Plan to add more products of sulphuric acid
Paper viz. LR grade & AR grade into product basket
Integrated paper & pulp plants having total Close to 75 per cent is sold within Punjab, the
capacity of paper manufacturing of 1,75,000 balance is marketed to the adjoining states
tpa and pulping facility of 1,25,000 tpa

REVENUE MIX KEY NUMBERS


2007-8 2008-9
6%
Capacity
Paper (tpa) 40500 175000
Export : 6%
Sulphuric acid (tpa) 100000 100000
Domestic : 94%
Production
Paper (tonnes) 40832 67302
94%
Sulphuric acid (tonnes) 68437 60968
Revenue (Rs Million)* 1758.9 3046.9
PBIT (Rs Million) 222.0 326.3
*includes inter-segment sales

CAPITAL EXPENDITURE
The Company has undertaken a debottlenecking and process-streamlining project with a capital outlay of
Rs 400 million. Major areas of development would be finishing house, lime kiln and pulping section.
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BUSINESS OVERVIEW

ENERGY
KEY FEATURES
Having facilities for 50 MW power generation
and 338 tph of steam
Operates a co-generation power plant that
caters to the power and steam requirement
of yarn, terry towel and paper divisions
Ensures uninterrupted power supply to all
business units of the Company and helps in
cost reduction
Equipped with latest technology and multi
fuel boilers
India’s first organization to adopt fuzzy logic
for burner management in lime klin

REVENUE MIX KEY NUMBERS


100% 2007-8 2008-9
Power capacity (MW) 50 50
Captive Power generation (Mwh) 152951 274521
consumption : 100%
Consumption per unit
of production (Kwh/kg)
Cotton yarn 2.43 2.38
Towel 2.49 2.51
Yarn processing 2.23 2.54
Paper 1.34 0.89
Sulphuric acid 0.07 0.07
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DIRECTORS’ PROFILE

MR RAJINDER GUPTA time of retirement. He has been a consultant to


(DIN 00009037) the World Bank and UNIDO.
Mr Rajinder Gupta, aged 50 years, is the founder of Mr Tuteja has rich & varied experience of 41 years.
Abhishek Industries Limited and has been serving He is also a member of the executive committee
the Company as Managing Director since 1992. of the International Sugar Organisation and
Mr Gupta is a first generation entrepreneur having the International Grain Council, London. He
rich & varied exposure of promoting industrial has contributed to a number of national and
ventures over the last two decades. He is the international events in India & abroad concerning
person behind the stupendous growth of the SMEs. He was a member of Indian delegation in
Trident Group Companies. He holds directorship of the ministerial conference of WTO at Doha.
various companies and is also actively associated
with several philanthropic ventures.
MS PALLAVI SHROFF
Mr Rajinder Gupta has been awarded with the (DIN 00013580)
prestigious “Padmashree” award 2007 by Hon’ble Ms Pallavi Shroff, aged 53 years, is MMS, Bachelor
President of India in recognition of his distinguished of law and is lawyer by profession. She has
services in the field of trade and industry. a vast experience of 27 years as a leading
Mr Rajinder Gupta was also conferred with litigation practitioner in the area of corporate
the Udyog Ratna award for the year 2005 law and banking. She has been recognized by
by PHD Chamber of Commerce and Industry international publications for her leading practice
and PHD Chamber of Commerce Distinguished in arbitration and dispute resolution. As a member
Entrepreneurship Award, 2005 by the President of several high powered committees, appointed
of India. by the Government of India, she has been closely
associated with the formulation of several
important commercial statutes.
MR S K TUTEJA
(DIN 00594076) Ms Pallavi is presently a partner of M/s Amarchand
Sh S K Tuteja, aged 64 years, is retired IAS Officer & Mangaldas & Suresh A Shroff & Co., leading
of 1968 batch. He holds a Masters degree in legal firm of India. She is regularly called upon
Commerce from Delhi University and is a Fellow by the Government departments and ministries
member of the Institute of Company Secretaries to advice them on various issues. Ms Pallavi’s
of India. He served the government in several area of expertise inter alia include corporate and
key positions at the state and national level and commercial laws, anti dumping, arbitration and
was secretary to the Government of India in the dispute resolution, competition and anti-trust,
Department of Food & Public Distribution at the intellectual property rights, etc.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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MS RAMNI NIRULA He joined Indian Administrative Services in the


(DIN 00015330) year 1984 and since then he has been diligently
Ms Ramni Nirula, aged 57 years, is Senior General serving the Government at higher posts.
Manager and Head of Corporate Banking of ICICI He has experience in handling various
Bank Limited. She holds a Masters in Business administrative profiles as well as providing
Administration from Delhi University. corporate services at Board levels. He holds the
Ms Nirula has more than three decades of positions of Chairman, Managing director and
experience in the financial sector. She is a part of Director in various Companies. Apart from holding
the senior management team at ICICI Bank and the above stated corporate positions he has
has played an active role in its transformation also worked as Deputy Commissioner, Jalandhar,
from a term-lending institution to a technology- Finance Secretary, Union Territory, Chandigarh,
led, diversified financial services group. She has Managing Director, Punjab Infrastructure
previously served as the MD and CEO of ICICI Development Board and Secretary to Govt. of
Securities Ltd. and has held leadership position Punjab, Development of P.W.D (B&R).
in the areas of leasing, planning, resources and
corporate banking. MR RAMAN KUMAR
(DIN 00028180)
MR RAJIV DEWAN Mr Raman Kumar, aged 57 years, is Masters
(DIN 00007988) in Economics and Post Graduate in Business
Mr Rajiv Dewan, aged 47 years, is a Fellow Management. He has also worked with
member of the Institute of Chartered Accountants government sector in various capacities
of India and is a practising Chartered Accountant. and is presently on the Board of number of
Mr Dewan possesses a rich and varied experience Companies. He has rich and varied experience in
in tax planning, management consultancy, administration, liaisoning, legal and corporate
business restructuring, capital market operations, affairs. Mr Raman Kumar has been associated
SEBI related matters and other corporate laws. with the Group since its inception and was in
Prior to starting his own practice, Mr Dewan charge of trust which takes care of social security
worked in senior positions in some of the and other welfare measures of employees of the
renowned textile companies of north India. Group.
Mr Raman Kumar can be briefly characterized as
MR KARAN AVTAR SINGH a person with a vast working experience having
(DIN 01685074) an in depth legal knowledge and a good legal
Mr Karan Avtar Singh, aged 48 years, is a B.A,
acumen, blended with sharp liaisoning skills and a
L.L.B, Ph.D (Economics) by qualification and is
result-oriented attitude.
an IAS officer and Managing director of PSIDC.
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DIRECTORS’ REPORT

Dear Shareholders
Your Directors are pleased to present the 19th annual report and audited accounts of the Company for the
year ended March 31, 2009.

FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31, 2009 is summarised below:

(Rs million)
Particulars Current Year Previous Year
a) Net sales 13980.6 10486.7
b) PBIDT 2605.3 1540.0
c) Less : Interest 833.2 473.2
d) PBDT 1772.1 1066.8
e) Less : Depreciation 1159.3 863.8
f) Profit before tax 612.8 203.0
g) Less: Foreign exchange gain/(loss) (1440.7) 278.1
h) Profit/(loss) before tax after extraordinary item (827.9) 481.1
i) Less : Provision for tax (297.5) 81.6
j) Net Profit /(loss) (530.4) 399.5
k) Add : Profit brought forward 2146.7 1756.8
l) Amount carried to balance sheet 1616.3 2146.7
m) Earning per share (Rs) (2.64) 2.06

CORPORATE OVERVIEW as compared to Rs 10,486.7 million in the


The Company operates in diversified business previous financial year, registering a growth of
segments viz. yarn, terry towel, paper and 33.32 percent. The Operating profit for the year
chemical and has captive power plant to cater has increased by Rs 1,065.3 million in absolute
to needs of it’s business segments. As on March terms, a growth of approximately 70 percent as
31, 2009, the Company is having following compared to last year and accordingly the gross
manufacturing capacities installed & operational: profit margin has increased by approximately 4
percent. During the year under review, Company
Textile
has incurred a net loss of Rs 530.4 million due to
Yarn 1,76,352 spindles
volatility in foreign exchange resulting into foreign
Yarn processing 6,825 tpa
exchange loss; and higher amount of depreciation
Open end yarn 1,920 rotors
and interest attributable to expansion projects of
Terry towels 350 looms
the Company.
Paper & Chemicals
Writing & printing paper 1,75,000 tpa The Company had negative earning per share
of Rs (2.64) and cash earning per share was
Sulphuric acid 1,00,000 tpa
Rs 2.80 during the current year. Total paid up
Caustic soda 110 tpd
capital of your Company has increased from
Energy
Rs 1,941.9 million to Rs 2,221.9 million.
Co-generation of power 50 MW
Steam 338 tph During the year under review, your Company has
allotted 2,80,00,000 equity shares pursuant to
conversion of warrants issued on preferential
RESULTS OF OPERATIONS
basis. More details on issued equity shares are
Financial review
provided elsewhere in this annual report.
The net sales of the Company for the year
under review increased to Rs 13,980.6 million Analysis of other relevant figures of balance
21
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Directors’ Report (Contd.)

sheet and profit and loss account is given in straw as the main raw material, which saves about
“management discussion and analysis report” 5,000 trees a day. This project has enabled your
forming part of annual report. Company to penetrate into value added paper
segment and your Company has launched two
Performance Review
branded copier paper products – ‘Spectra’ and ‘My
A detailed discussion on performance of
Choice’ during the year under review.
operations of the Company is given elsewhere in
this annual report under “management discussion As reported in our last year report, the Company
& analysis report”. has established its first manufacturing venture
outside the State of Punjab by completing first
DIVIDEND phase of yarn expansion project consisting
Keeping in view the loss incurred during the year, of 50,400 spindles installed in Budni, Madhya
ongoing expansion, modernization and other Pradesh. The commercial production on these
future investment possibilities in order to meet spindles was started during the month of April,
competition, your directors have decided not 2009. This project entails setting up of 1,00,800
to recommend any dividend for the year under spindles at a total capital outlay of Rs 3,737 million
review. in two phases. The Company has laid foundation
stone and started civil works for the second phase
CONTRIBUTION TO THE NATIONAL consisting of another 50,400 spindles which shall
EXCHEQUER be operational by third quarter of financial year
The Company contributed a sum of Rs 249.3 2009-10.
million to the exchequer by way of central excise During the year under review, your Company
duty in addition to other direct and indirect taxes also completed terry towel expansion plan by
during the year under review. installing 82 looms. Out of this, 14 looms had
already become operational during the financial
EXPORTS
year 2007-8. The Company has commenced
Export sales accounted for 49 percent of net commercial production on remaining looms
sales. During the year under review, export sales during the third quarter of financial year 2008-9.
increased by 32 percent from Rs 5,192.8 million This project, which involved setting of 82 looms
in the previous year to Rs 6,861.5 million in the and balancing cum modernisation of textile
current year. manufacturing facilities, was fully completed
The completion
with a capital investment of Rs 2,130 million.
EXPANSIONS/MODERNISATION of Integrated
Further, the Company has undertaken another
Directors of the Company takes pleasure in paper and pulp
expansion project of its terry towel division under
informing you that during the year under review, project has
which Company is upgrading its existing 18 looms
Company has stabilized the operations and enabled your
and 24 new looms are being set up. This project
started commercial production on newly installed is being implemented with a capital outlay of
Company to
state-of-the-art pulp and paper machines after Rs 359.8 million and is being set up in textile park
penetrate into
completing, balancing and synchronization developed by Lotus Integrated Texpark Limited, a
value added
activities. This integrated pulp and paper special purpose vehicle, and shall be completed by
paper segment
expansion project of the Company involved a second quarter of financial year 2009-10.
capital outlay of Rs 8,250 million. The Company is
SUBSIDIARIES
further incurring a capital expenditure of Rs 400
As on the last day of financial year under review,
million for de-bottlenecking of paper project as
Company had two foreign subsidiaries, i.e.
to enhance production level and quality of final
Abhishek Industries Inc, a wholly owned
products. After this expansion, your Company has
subsidiary situated at USA and Abhishek Europe
emerged as World’s largest agro straw based paper
SA, a subsidiary in Neuchatel; apart from one
Company with a production capacity of 1,75,000
Indian wholly owned subsidiary Abhishek Global
tpa of both printing & writing paper using wheat
Ventures Limited.
22 Abhishek Industries Limited
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Directors’ Report (Contd.)

However, the Company has disinvested its directors, for the time being, except the Managing
entire holding in Abhishek Europe SA, Neuchatel directors and Whole time director, shall retire
by way of transferring 1,000 equity shares on annually and accordingly Mr S.K. Tuteja, Ms Pallavi
May 18, 2009 and consequent to this transfer, Shroff, Ms Ramni Nirula and Mr Rajiv Dewan,
the Abhishek Europe SA ceased to be a Subsidiary directors are retiring at the ensuing annual general
Company of Abhishek Industries Limited and the meeting. All retiring directors, offer themselves
Company does not hold any voting right/control for re-appointment.
in Abhishek Europe SA from the aforesaid date of As per the approval of shareholders in last annual
disinvestment. general meeting, Mr Rajinder Gupta has been re-
The Ministry of Corporate Affairs, Government appointed as Managing director of the Company
of India, vide its letter no. 47/251/2009-CL-3 for a period of three years w.e.f. April 1, 2009.
dated May 8, 2009 has granted exemption to the The Board has appointed Mr Raman Kumar as
Company from attaching balance sheet, profit Whole time director of the Company for a period
& loss accounts, etc of the aforesaid subsidiary of three years w.e.f. September 24, 2008 and
companies to the accounts of the Company for recommends his appointment alongwith
the financial year 2008-9. The Annual accounts remuneration for the approval of shareholders.
of the subsidiary companies alongwith the
FIXED DEPOSITS
reports of the Directors and Auditors thereon
During the year under review, your Company has
and all related detailed information are open for
not accepted any fixed deposits and no amount
inspection by any investor including investor
of principal or interest was outstanding as of
of subsidiary companies at the head office of
balance sheet date.
the Company and of the subsidiary companies
concerned. The Company will make available NO DEFAULT
these documents to investors including investors The Company has not defaulted in payment of
Your Company of subsidiary companies upon receipt of request interest and/or repayment of loans to any of the
proactively from them. The investors, if they desire, may write financial institutions and/or banks during the year
works towards to the Company to obtain a copy of the financials under review.
strengthening of the subsidiary companies.
CORPORATE GOVERNANCE
relationship with A statement giving information on the financials
Your Company is committed to adhere to the
constituent of of subsidiaries for the year ended March 31,
best practices & highest standards of corporate
2009 and the consolidated financial statements
system through governance. It is always ensured that the
prepared by the Company in accordance with
corporate fairness, practices being followed by the Company are in
Accounting Standard are given in the annual
transparency and report for the reference of the members.
alignment with its philosophy towards corporate
accountability governance. The well-defined vision and values of
DIRECTORS the Company drives it towards meeting business
During the year under review, Mr Anurag objectives while ensuring ethical conduct with all
Verma ceased to be a director of the Company stakeholders and in all systems and processes.
consequent to withdrawal of his nomination by Your Company proactively works towards
PSIDC. Mr Karan Avtar Singh was appointed as an strengthening relationship with constituent of
additional director by the Board and holds office system through corporate fairness, transparency
upto the ensuing annual general meeting. and accountability. In your Company, prime
Further, in accordance with the provisions of importance is given to reliable financial
Articles of Association of the Company, all the information, integrity, transparency, fairness,
23
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Directors’ Report (Contd.)

empowerment and compliance with law in letter the Statutory Auditors for the year 2009-10, if
and spirit. Your Company proactively revisits its re-appointed.
governance principles and practices as to meet The Statutory Auditors of the Company have
the business and regulatory needs. submitted auditors’ report on the accounts of
Detailed compliances with the provisions of the Company for the accounting year ended
Clause 49 of the Listing Agreement for the year March 31, 2009. In their report, they have made
2008-9 has been given in corporate governance an observation that loss on valuation of open put
report, which is attached and forms part of this derivative options could not be determined by the
report. The Auditors’ certificate on compliance Company due to certain reasons as specified in
with corporate governance norms is also attached Note 18 of the Notes to Accounts. The ultimate
thereto. outcome of these transactions and their effect
on these accounts cannot be ascertained at this
HUMAN RESOURCE DEVELOPMENT AND
stage.
INDUSTRIAL RELATIONS
As you are aware that a major part of revenue of
The human resources development function of
your Company comes from export sales and as
the Company is guided by a strong set of values
such Company has foreign currency fluctuation
and policies. Your Company strives to provide the
exposure. Your Company hedges its foreign
best work environment with ample opportunities
currency fluctuation exposure by way of foreign
to grow and explore. Your Company maintains a
currency derivative options. The Company has
work environment that is free from physical, verbal
taken various foreign currency options from
and sexual harassment. The details of initiatives
various banks and as at March 31, 2009, there
taken by the Company for development of human
were certain open put options outstanding
resources are given in management discussion &
having a maturity period up to January 2013.
analysis report.
These derivative options are proprietary products
The Company maintained healthy, cordial and
of banks, which do not have a ready market and as
harmonious industrial relations at all levels.
such are marked to a model, which is usually bank
RECOGNITIONS & AWARDS specific instead of being marked to market. In the
During the year under review, your Company has view of the significant uncertainty associated
been conferred Silver Trophy for outstanding with the above derivative options whose ultimate
export performance for “Top Exporters – outcome depends on future events, the loss if
Madeups” in the Category of “Terry Towels” for any, on such open derivative options cannot be
the year 2007-8 by The Cotton Textiles Export determined at this stage.
Promotion Council (TEXPROCIL). The other points of auditors’ report are self-
explanatory and needs no comments.
AUDITORS & AUDITORS’ REPORT
M/s Deloitte, Haskins & Sells, Chartered COST AUDIT
Accountants, Statutory Auditors of the Company, Pursuant to the provisions of Section 233B of the
hold office until the conclusion of ensuing Companies Act, 1956 and subject to the approval
annual general meeting and are eligible for of the Central Government, the Board of Directors
re-appointment. The Company has received a of your Company has re-appointed M/s Ramanath
certificate from M/s Deloitte, Haskins & Sells, Iyer & Co., Cost Accountants, New Delhi as Cost
Chartered Accountants, under Section 224(1) Auditor for the accounting year 2009-10 to carry
of the Companies Act, 1956 confirming their out an audit of cost accounts of the Company in
eligibility and willingness to accept the office of respect of textile, paper and chemical divisions.
24 Abhishek Industries Limited
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Directors’ Report (Contd.)

CONSERVATION OF ENERGY, TECHNOLOGY RESPONSIBILITY STATEMENT OF


ABSORPTION, FOREIGN EXCHANGE DIRECTORS
EARNINGS AND OUTGO A Directors’ Responsibility Statement, setting out
A statement giving details of conservation of the requirements pursuant to the provisions of
energy, technology absorption, foreign exchange Section 217(2AA) of the Companies Act, 1956 is
earnings and outgo, in accordance with Section annexed as Annexure III hereto and forms part of
217(1)(e) of the Companies Act, 1956, read this report.
with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, is ACKNOWLEDGEMENTS

given as Annexure I hereto and forms part of this It is our strong belief that caring for our business

report. constituents has ensured our success in the


past and will do so in future. Your Directors
DISCLOSURE ON ESOP acknowledge with sincere gratitude the
The Abhishek Employee Stock Options Plan, 2007 co-operation and assistance extended by the
has been constituted in accordance with the Central Government, Government of Punjab,
Securities and Exchange Board of India (Employee Government of Madhya Pradesh, Financial
Stock Options Scheme & Employee Stock Purchase Institution(s), Bank(s), Customers, Dealers,
Scheme) Guidelines, 1999. The relevant disclosure Vendors and society at large.
on Company’s stock options scheme as per these
Your Directors also wish to convey their
guidelines has been provided in Annexure II hereto
appreciation for collective contribution & hard
and forms part of this report. work of employees across all level. The Board,

PARTICULARS OF THE EMPLOYEES also, takes this opportunity to express its deep
gratitude for the continued co-operation and
As per the provisions of Section 217(2A) of the
support received from its valued shareholders and
Companies Act, 1956, the statement of particulars
their confidence in Company’s management and
of the employees, etc forms part of this report.
look forward to their continued support in future
However, as per the provisions of Section 219(1)
too.
(b)(iv) of the Companies Act, 1956, the annual
report excluding the abovesaid information is For and on behalf of the Board
being sent to all the members and other entitled S K Tuteja Rajinder Gupta

persons. Any member interested in obtaining such Chairman Managing Director

particulars may write to the Company Secretary Place : New Delhi


at the registered office of the Company. Date : July 23, 2009
25
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

ANNEXURE I to the Directors’ Report

Information as per section 217(1) (e) read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 and forming part of the directors’ report for the year ended March 31,
2009.

1. CONSERVATION OF ENERGY
1.1 Energy conservation measures taken:
1. Reduction in power consumption by increasing flow of chilled water
2. Installation of eco ventilator in process house and sizing area
3. Optimum use of H-plant and reducing its power consumption by re-engineering
4. Maintaining the power factor 0.97 through out the year by proper utilization of capacitors
so that system loss is minimum
5. Installation of HT capacitors, Energy Monitoring Systems (EMS) and Variable Frequency
Drives (VFDs)
6. Installation of timers and stabilizers for all lighting in lighting distribution panel

1.2 Additional investments and proposals, if any, being implemented for reduction of
consumption of energy
1. Installation of HPA system in humidification plant
2. Re-engineering of humidification plant and compressor line to optimize the pressure
systems
3. Reduction of unburnt carbon residue to improve boiler efficiency
4. Energy Audit for process improvements and reduce power consumption

1.3 Impact of measures taken at 1.1 and 1.2 above for reduction of energy consumption and
consequent impact on the cost of production of goods:
On account of the aforesaid measures adopted by the Company, considerable saving of energy
& reduction in cost of production has been achieved. However, the power consumption per
kilogram as compared to the previous year in paper & yarn has increased because of new
technology absorption and increase in the production of value-added products, which require a
substantial amount of extra energy.
1.4 Total energy consumption and consumption per unit of production as per form a of the
annexure in respect of industries specified in the schedule thereto:
Year ended Year ended
Particulars Units Energy
31.03.2009 31.03.2008
1.4.1 Power and fuel consumption conservation
1.4.1.1 Electricity
a) Purchased measures taken by
Units MWH 75985 86003 the Company has
Total amount Rs Million 328.08 372.69
resulted in saving
Rate per unit Rs/KWH 4.32 4.33
b) Own generation of energy and
i) Through diesel generator reduction in cost of
Units MWH 206 218
Units/litre of diesel KWH 3.33 3.40 production
Cost per unit Rs/KWH 9.81 8.06
ii) Through Steam turbine/generator
Units MWH 269010 158417
Units per tonne of steam KWH 148 156
Cost per unit Rs/KWH 3.57 4.12
1.4.1.2 Coal
Quantity MT 222118 79669
Total amount Rs Million 736 319.77
Average Rs/MT 3312 4014
1.4.1.3 Furnace Oil
1.4.1.4 Other /Internal Generation
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ANNEXURE I to the Directors’ Report

Year ended Year ended


Particulars Units 31.03.2009 31.03.2008
1.4.2 Electricity consumption per
unit of production
Product
Cotton yarn KWH/kg 2.43 2.38
Towel KWH/kg 2.49 2.51
Yarn processing KWH/kg 2.23 2.54
Paper KWH/kg 1.34 0.89
Sulphuric acid KWH/kg 0.07 0.07

2. TECHNOLOGY ABSORPTION
Efforts made in technology absorption as per Form B
RESEARCH & DEVELOPMENT (R & D)
2.1.1 (a) Specific areas in which R & D carried out by the Company:
1. New product development in textile - organic yarn, FLO yarn, cotton covered lycra
yarn, karded slub yarn, cotton/soya, 100 % synthetic and synthetic blended yarn in
both R/F and TFO, Quick dry towel, eco friendly zero twist without using PVA, herbal
dyes
2. Developing fine zero twist yarn in cotton, cotton/modal and cotton/bamboo up to
New product 20s Ne
development in 3. New product development in paper- Copier Paper under the name of Spectra-75
paper- Copier GSM and MY Choice Copier-70 GSM with the use of GCC in alkaline sizing, surface
Paper under the sized maplitho paper under the name of Crystaline and Silver Line Paper
4. Impact of varying chlorine dioxide dosages on optical properties and shrinkage loss
name of Spectra-
of straw and wood pulps
75 GSM and MY 5. Pulp characteristics & its behaviour at various PFI refining levels
Choice Copier-70 2.1.1 (b) Benefits derived as a result of the above R & D:
GSM with the use 1. Increased process flexibility for running different types of yarns
of GCC in alkaline 2. Increase in Revenue and EBIDTA Margin
sizing, surface sized 3. Improved brand image in market
4. Improvement in runnability of paper in Multi-color Offset Printing Machine
maplitho paper
2.1.1 (c) Future plan of action:
under the name 1. Planning for increased share of value added and innovative products
of Crystaline and 2. Accelerate safety, health, and environment programs across the organization
Silver Line Paper 3. Environment friendly products
4. Optimization studies of bleaching chemicals
5. Use of drainage aid for improvement in formation of paper and dryness of paper
after press section
2.1.1 (d) Expenditure incurred on R & D:
Expenses incurred on R & D are booked under respective general accounting heads and as
such no amount can be quantified separately under the head of R & D expenses
2.1.2 Technology absorption, adaptation & innovation:
2.1.2 (a) Efforts, in brief, made towards technology absorption, adaption and innovation :
1. Installation of amsler core soun yarn and caipo slub yarn technology
27
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

ANNEXURE I to the Directors’ Report (Contd.)

2. Installation of latest technology in weaving, processing, cut stitch & pack in towel
division. Improved productivity per person with the new automatic machines and
expansion
3. Cost optimization with improvement in quality by new technology in process house
4. The ECF technology in new paper machine
5. The fibreline system is a modern environmentally sound process utilising an oxygen
delignification and a D-Eop-D sequence for final bleaching of pulp
6. Commissioning of latest state of art technology new paper machine
7. Commissioning of pasaban sheeter for improving the sheeting quality of paper
8. Use of alkaline sizing in copier and maplitho paper for photocopying and printing
2.1.2 (b) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc :
The company was able to cater to a large number of customers with multiple products
portfolio and a better quality based on environment-friendly technology. The manufacturing
costs were rationalized towards optimization.
2.1.2 (c) In case of imported technology (imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished :
(i) Technology imported
The latest state of the art technology in TFO, sectional warping , direct warping,
sizing machine, looms, material movement trolley, knotting machines, package
dyeing machines, fabric dyeing machines, length cutting , length hemming machine,
automatic cross cutting & hemming machines, supersonic lobtex PP clearer
for manufacturing contamination free yarn, continuous pulping digester & ECF
technology from world renowned suppliers, for improving productivity and product
quality, besides reducing consumption of energy and scare resources.
(ii) Year of import
2004 to 2008
(iii) Has technology been fully absorbed?
Yes
(iv) If not fully absorbed, areas where this has not taken place, reasons therefore
and future plans of action.
Not Applicable

3. FOREIGN EXCHANGE EARNINGS AND OUTGO


3.1 Activities relating to exports, initiatives taken to increase exports; development of new
export markets for products and services; and export plans
The Company is presently exporting its products to around 65 countries across the globe.
The Company is growing its market base. Consistent efforts are being made to capture new
avenues for exports.
3.2 Total foreign exchange used and earned
(Rs million)
Particulars Current year Previous year
Earnings (FOB value of exports) 6861.5 5192.8
Outgo (CIF value of imports) 1356.4 2300.4
Travelling expenses 3.2 8.8
Other expenses 103.6 98.8
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ANNEXURE II to the Directors’ Report

DISCLOSURE RELATED TO EMPLOYEE STOCK OPTION SCHEME OF THE COMPANY


In financial year 2007-8, the Company had introduced Abhishek Employee Stock Options Plan, 2007. The
plan was approved by the special resolution of shareholders passed on June 29, 2007 by way of postal
ballot. As per the plan, the Board of Directors can grant maximum upto 97,01,933 options. There has
been only one grant under this scheme till March 31, 2009. The grant was made during the financial
year 2007-8 by the Compensation Committee of the Board of Directors on July 9, 2007 under which
79,01,462 options to eligible employees of the Company were allotted. The options were granted at
the latest available closing market price prior to the date of meeting. The Company calculates employee
compensation cost using the intrinsic value of option.
The relevant information with respect to Company’s stock options plan as on March 31, 2009 is given
below:
Details of Options
Total option granted 79,01,462
Exercise price Rs. 17.55
Options vested 5,85,039
Options exercised Nil
Total no. of shares arising as result of exercise of options Nil
Options lapsed * 24,14,026
(*Lapsed options include options forfeited and options cancelled / lapse)
Variation in terms of options None
Money realised by exerise of options Nil
Total number of options in force 54,87,436
Employee wise details of options granted to:
- Senior managerial personnel* 13,36,376
* Name of employees are not given keeping in view the sensitivity
- Any other employee who receives a grant in any one year of option amounting to None
5% or more of option granted during that year
- Employees who were granted option, during any one year, equal to or exceeding None
1% of the issued capital (excluding warrants and conversions) of the company at
the time of grant

DIFFERENCE BETWEEN INTRINSIC VALUE AND FAIR VALUE OF STOCK OPTIONS AND IMPACT
OF THIS DIFFERENCE ON NET PROFIT AND EPS
Pro forma adjusted net income/(loss) and earning per share
Net Profit/(loss) as reported (Rs million) (530.4)
Add: Intrinsic value compensation cost (Rs million) 0
Less: Fair value compensation cost (Rs million) 17.7
Adjusted Pro forma net profit/(loss) (Rs million) (548.1)
EARNING PER SHARE (RS)
Basic Diluted
As reported (2.64) (2.64)
Adjusted Pro forma (2.73) (2.82)
29
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

WEIGHTED AVERAGE EXERCISE PRICE AND WEIGHTED AVERAGE FAIR VALUE OF OPTIONS
GRANTED DURING THE YEAR
(Rs)
Particular Exercise Price Fair Value
Exercise price equals market price 17.55 8.81
Exercise price is greater than market price Not applicable Not applicable
Exercise price is less than market price Not applicable Not applicable
DESCRIPTION OF METHOD AND SIGNIFICANT ASSUMPTIONS USED TO ESTIMATE THE FAIR
VALUE OF OPTIONS
The fair value of the options granted has been estimated using the Black-Scholes option pricing model. Each
tranche of vesting have been considered as a separate grant for the purpose of valuation. For estimation
of fair values of option, following weighted average values have been used for options granted:
Stock price 17.70
Volatility 63.33%
Risk free rate 7.68%
Exercise price 17.55
Time to maturity 5.50 Proper and
Dividend yield 3.11% sufficient care has
been taken for
the maintenance
ANNEXURE III to the Directors’ Report of adequate
accounting records
Directors’ Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the
in accordance with
Companies Act, 1956 and forming part of the Directors’ Report for the year ended March 31,
2009. the provisions of
The statement of the Directors’ responsibility on the annual accounts of the company for the year ended
the Companies
March 31, 2009 is provided below: Act, 1956 in
i) That in the preparation of the annual accounts, the applicable accounting standards had been followed safeguarding the
along with proper explanation relating to material departures. assets of the
ii) That the Directors had selected such accounting policies and applied them consistently and made Company and for
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the preventing and
state of affairs of the Company as at March 31, 2009 and of the profit/loss of the Company for the detecting fraud and
year ended March 31, 2009. other irregularities
iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 in safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.
iii) That the Directors had prepared the annual accounts on a going concern basis.
For and on behalf of the Board

Place: New Delhi S K Tuteja Rajinder Gupta


Date: July 23, 2009 Chairman Managing Director
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MANAGEMENT’S DISCUSSION AND ANALYSIS

The management of the Company has devised an ongoing system to assess the operations of the
Company on real time basis. The Company is proactively engaged in a formulaic approach towards
the handling of critical projects and is attentive to the pre requisites. The Company prioritizes
opportunities, strategise decisions and embark on expansions.

Through this report, the management shall look at repercussions across the primary, secondary and
the future, explore the different frontiers, identify tertiary sectors in the economy. The industrial
the trends and present arguments on how it sector is estimated to grow by a mere 4.2 percent
should gear up for the threats and advantages. as compared to 7.4 per cent in 2007-8. The
This comprehensive report analyses the impact slowdown has been majorly attributed to the
of the business environment on the Company’s deceleration in the manufacturing sector, which is
performance and should be read in conjunction estimated to grow by a nominal 4.1 percent during
with the audited financial statements and notes 2008-9 as compared to 8.2 percent last year.
for the year ended March 31, 2009 and the The last year had started with a strong economic
audited financial statements and notes for the performance for India, but the momentum was
year ended March 31, 2008. All references to ‘AIL’, lost as the months passed, as India faced the ripple
‘Abhishek’, ‘we’, ‘our’ or the ‘Company’ in this report effects of the gloom in the global economy. The
refer to Abhishek Industries Limited and should be global economic crisis, took a turn for the worse
construed accordingly. in September 2008 with the collapse of several
international financial institutions, including
BUSINESS OVERVIEW
investment banks, mortgage lenders and insurance
The Company primarily operates in textiles,
companies. India’s growth rate was less than hoped
papers and chemicals segment. The Company,
as its exports shrank at the end of 2008.
over a period of time has added 50 MW capacities
for power generation. The energy segment of the TEXTILE INDUSTRY OVERVIEW
Company is presently catering to the power needs The Indian textile industry is one of the oldest
of all the three businesses of the Company. and most significant industries in the country.
The Company has manufacturing set up based in It accounts for around 4 per cent of the gross
Barnala, Punjab and the Corporate office is located domestic product (GDP), 14 per cent of industrial
at Ludhiana, Punjab. As part of geographical production and over 13 per cent of the country’s
derisking and diversification, the Company has set total export earnings. In fact, it is the largest
up a new yarn project at Budni, Madhya Pradesh. foreign exchange earning sector in the country.
This is the first manufacturing venture of the Moreover, it provides employment to over 35
Company outside the state of Punjab. million people.

The Company is a recognized player in its The Indian textile industry is estimated to be
respective segments and respected for its around US$ 52 billion and is likely to reach US$
professional ethics, state of art technology, 115 billion by 2012. The domestic market is
innovative concepts and quality management. likely to increase from US$ 34.6 billion to US$ 60
billion by 2012. It is expected that India’s share
ECONOMY OVERVIEW of exports to the world would also increase from
India has displayed admirable fortitude in the face the current 4 per cent to around 7 per cent during
of the global economic crisis. As economic distress this period.
looms over US, UK, Europe and Japan, global real GDP India’s textile exports have shot up from US$ 19.14
is forecasted to decline by 0.5 percent to 1 percent billion in 2006-7 to US$ 22.13 billion in 2007-8,
as in 2009 as against a growth rate of 3.2 percent registering a growth of over 15 per cent.
in 2008-a clear indication of challenges ahead.
India is facing increased business opportunities
After clocking an average annual growth rate of 8.9 in the domestic retail sector due to skewed
percent during last five years i.e. 2004-5 to 2007-8, population towards the young, an increase
growth has stagnated in the financial year 2008-9, in disposable incomes and a rapid growth in
due to the the global financial crisis. organised retail.
The global economic crisis has had quantifiable Consequently, the domestic market is estimated
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Management’s Discussion and Analysis (Contd.)

to grow to over US$ 50 billion by 2014. of India with spinning capacity of 1,25,952
Significantly, the textile sector is estimated to spindles at single location. The Company has total
offer an incremental revenue potential of no less spinning capacity of 1,76,352 spindles and also
than US$ 50 billion by 2014 and over US$ 125 has 1920 rotors.
billion by 2020. The year under review has witnessed special focus
The textile industry has attracted FDI worth US$ on value added products as recognized to be the
850 million during August 1991 and December major drivers of growth. To this effect, the division
2008. has undertaken modernization and expansion of
India is speeding towards attaining the status of capacity leading to increase in turnover.
a global player in textile and apparel-sourcing with Optimization of resources, lean manufacturing
its abundant multi-fibre raw material base, well and energy saving techniques have been the
established production bases, design capability cornerstones of the year improving productivities
and skilled labour force. and other operational parameters.
Government Initiatives The Company is perpetually engaged in the
In an effort to increase India’s share in the world process of making efforts to be globally relevant in
textile market, the government has introduced a a competitive scenario and therefore is expanding
number of progressive steps: the spinning capacity by 1,00,800 spindles at
100 per cent FDI allowed through the Budni in Madhya Pradesh. The first phase of this
automatic route expansion consisting of 50,400 spindles has
De-reservation of readymade garments, already been completed. The expanded capacity
hosiery and knitwear from the small-scale would concentrate on manufacturing special
industries sector in end-2000 yarns like compact, elli-twist, corespun and special
Technology Mission on Cotton was launched cottons like supima, organic and giza. This would
in February 2000 to make quality raw foster expansion of product base with count
material available at competitive prices range extending to Ne 60. The Company has
adapted the latest technology, encourages better
Technology Upgradation Fund Scheme
customer relationships and religiously organizes
(TUFS) which was launched to facilitate
yarn dealers’ meets to the effect.
the modernisation and upgradation of the
textiles industry in 1999 has been given Strengths and Opportunities
further extension till 2011-12. A total of Technology: The division has adopted state of
18773 applications involving a project cost art technology and is abreast of all the current
of US$ 24.91 billion have been sanctioned advancements in the field due to its attempts of
under TUFS upto March 31, 2008 accumulating technological updates.
40 textile parks are being set up under the Projected growth of textile industry:
Scheme for Integrated Textile Parks (SITP) Considering the immense growth potential of
which will attract an investment of US$ 4.38 Industry, companies like us who have implemented
billion process and technology of global standards can
Optimization of
live on substantial hopes of success.
In the face of a global meltdown, the government resources, lean
Access to raw materials: The major raw
has come out with an economic stimulus package
for the textile industry. This includes:
material, cotton is sourced locally following the manufacturing
Company’s principle of establishing integrated and energy
Additional allocation of US$ 285.66 million
synergies in raw material sourcing, manufacturing
to clear the entire backlog in TUFS, which
facilities and markets, therefore helping in lean
saving techniques
would enhance cash flow of the exporters have been the
manufacturing.
Extension of interest rate subvention of 2
per cent on pre and post shipment credit
Geographical diversification: The Company is cornerstones of
setting up textile facility at Madhya Pradesh for
Additional fund of US$ 224.42 million for the year improving
fine counts which would enhance the division’s
refund of terminal excise duty product basket and hence increase customer base. productivities and
ABHISHEK’S YARN DIVISION INITIATIVES Challenges and Threats other operational
The Company is one of the largest yarn spinners Increased competition: The increase in parameters
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Management’s Discussion and Analysis (Contd.)

capacity in the yarn spinning industry in recent which resulted in the higher manufacturing costs
time and globalization momentum have led to hitting the bottom line. However the prices were
manifold increase in competition internationally normalized towards the end of the year. Further in
as well as domestic. the current retail environment there were lesser
Cotton sourcing: Government intervention opportunities in the market. The Company has
in fixing Minimum Support Price (MSP) has seen very competitive prices being quoted despite
badly impacted international competitiveness the scanty opportunities in the market. This has
of industry and likely to have the impact in the also given an opportunity to the Company to
future as well. expand in markets other than US and focus on
Brand alliances.
Capital Expenditure
The Company is setting up 1,00,800 spindles During the year under review, the Company has
at Budni, Madhya Pradesh which involves a total added new products like super fine zero twist,
capital outlay of Rs 3,737 million. This project is anti microbial towel , super absorbant towel , quick
being implemented in phased manner. The first dry towel , organic slub towel and many more. The
phase of expansion consisting of 50,400 spindles Company is constantly expanding/modernizing
has been completed in April 2009 and the second its manufacturing capacities with an objective to
phase is scheduled to be fully operational during attain increased volumes with lower overheads,
the third quarter of financial year 2009-10. better quality and replacement of old technology
with the latest world class technology.
TERRY TOWEL INDUSTRY OVERVIEW The improvement initiatives along with viable
Terry towels constitute 6-9 percent of the overall vision initiatives based on theory of constraints
Home Textile assortment. In the US market, the were continued to enhance operational
major market share is with the retailers (discount efficiencies, customer satisfaction and market
stores, department stores, specialty stores etc). share.
Owing to the financial challenges and tough
Entering the Domestic Market
market scenario the towel sales registered a
Indian market in itself offers tremendous
major reduction during the year but Abhishek was
opportunity for the Company. The growth in
able to maintain its growth trajectory. The market
shopping space and need for Home textiles
is becoming more matured in terms of product
product has positive bearings for the Company.
needs. From a generic product market, a shift is
The Company is aggressively aiming to tap the
seen towards products with functional attributes
domestic market. The Company’s prime focus is
like quick dry, anti microbial etc.
to build brand for its towels & toweling products
India along with China, Pakistan and Brazil has in the national market and enlarge distribution
major manufacturers for the terry towel industry. channel for the products to reach masses. It is
The industry faces major challenges due to the also working to customize products to suit all
volatility of foreign exchange and input costs. Indian needs.
This however is hardly unusual since any global
Strengths and Opportunities
industry would face such challenges in a bid to
Technology: State-of-the art technology,
keep the price competitive.
machinery know-how from the best international
ABHISHEK’S TERRY TOWEL DIVISION suppliers and vertically integrated plants, gives the
INITIATIVES Company a very strong footprint in the industry.
The Company is one of the World’s largest terry Reliability: A strong client base and a great
towel manufacturers. As a value added segment track record in terms of client servicing backed
having a continuous growth momentum, the terry by technology, supply chain partnerships and on
towel business is the most important source of time delivery are key strengths.
export earnings and international recognition for Markets: Latin America, Middle East, Eastern
the Company. European and Domestic markets are an
The year 2008-9 was a challenging year for the opportunity to spread business.
Company. In the beginning of the year, a steep Challenges and Threats
rise in the commodity prices was witnessed, Increased competition: This segment faces
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Management’s Discussion and Analysis (Contd.)

competition within India and from neighboring coming into play viz; industry down cycle, rate of
countries. The globalization has intensified capacity addition leading the rate of increase in
competition. demand, change in consumption pattern, cheaper
Logistics: The distance between plant and ports imported material from China, Malaysia, Singapore,
increases supply time and cost. Thailand, which has lead to pressure on domestic
pricing.
Product’s lifecycle: The long life cycle of towels
could stagger fresh off take. In these conditions, only way to survive is to
control the cost of production and simultaneously
Agriculture based raw-material: The major
build the brand through quality and increase
raw-material is cotton yarn where prices are driven
the share in value added products like copier &
by uncertainties of weather, size of world crop
business stationary.
and Govt. regulations on Import/Export trade.
Overall demand is expected to get steady in
Capital Expenditure
second quarter of FY 2009-10, and it can start
The Company has undertaken another expansion
catching its pace in third and fourth quarter of
project of its Terry towel division under which
financial year.
Company is upgrading its existing 18 looms and
24 new looms are being set up. This project is ABHISHEK’S PAPER DIVISION INITIATIVES
being implemented in textile park developed This has been a year of expansion, growth and
by Lotus Integrated Texpark Limited, a special looking ahead into a future which promises to
purpose vehicle, with a capital outlay of Rs 359.8 yield results and would take the Company to a
million and shall be completed by second quarter new dimension of success. The major concern this
of financial year 2009-10. year has been to stabilize new plant and establish
the Company in the market as “A” grade mill with
PAPER INDUSTRY OVERVIEW
quality product range. This paper plant expansion
Global paper market is dominated by North
at Barnala is anticipated to produce fruitful results
America, Europe and Asia. Current global paper
in the field of writing & printing paper.
and paperboard consumption is around 395
million MT, which is expected to grow to 420 With completion of this expansion, the Company
million MT by 2010. For the fast developing has emerged as first agro-based paper
Asian markets, their share in global paper and manufacturer of India to use Elemental Chlorine A strong client
Free (ECF) technology.
paperboard consumption has risen to 35 per cent base and a great
from the 32 per cent in the last couple of years; The Company has launched its own brand of
Copier paper called ‘SPECTRATM COPIER’ which has
track record in
and expected to grow even further. The share of
mature markets like North America and Europe is helped Company to move forward from commodity terms of client
expected to fall to around 50 per cent by 2010. segment to customer oriented Organization. The servicing backed by
Company is producing high quality paper which is
Asia’s principal markets are China, Japan, India, technology, supply
getting utilized in the manufacturing of diaries,
Malaysia, Singapore and Thailand. India, with a chain partnerships
notebooks and text books. Its customer base has
per capita consumption as low as 8.2 kg, clearly
has a long way to go, as compare to Japan (250
increased substantially with strong services & and on time
quality products. delivery are key
kg), China (45 kg) and the world average (56 kg).
Strengths and Opportunities
With social development in terms of increased strengths
education levels, there is considerable headroom Technology: The Company has installed modern
for increasing paper consumption in India. Global and hi tech paper & pulp machine with world class
demand is expected to increase at a rate of 2.4 art of technology.
percent and India by 6.7 percent. Environmental friendly: The Company
In the first half of FY 2008-9, Indian paper industry has already been complying with the CREP
was booming and demand leading the supplies environmental norms and saves 5,000 trees per day
and prices going up. But in second half, with the as compared to 100 percent wood pulp based units.
newer capacity addition, supplies started leading Also the Company has adopted ECF technology.
the demand, which started increasing pressure on Proximity to raw material: Agro residues are
prices. The scenario got worst with lot of factors sourced locally leading to saving in logistics cost
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Management’s Discussion and Analysis (Contd.)

Capacity enhancement: The Company has sulphuric acid. The chemical division caters to
expanded its manufacturing capacity which the need of leading battery manufacturers,
would enable it to widen its product basket. detergent industry, zinc sulphate industry, alum
Better realization: Excise duty on paper has manufacturing, dyes & chemicals and fertilizer
been cut from 8 percent to 4 percent, giving industry etc.
manufacturing companies a better realization Marketing of sulphuric acid is strategically planned
benefit during recession. so as to utilize full potential of the installed
Challenges and Threats capacity. In this direction, strategic purchase of
Competition: Capacity expansion by a number sulphur is being done as sulphur is the main raw
of players, a sign of tough competition ahead, has material and contributes to more than 50 percent
and will prove a deterrent. cost of production.
Decrease in consumption: Due to global Strengths and Opportunities
recession, overall consumption of paper has gone Capacity: Maximum production capacity in entire
down and export market is getting hit. Even
Northern region
imported quantities are coming in huge stocks and
Inventory: Low inventory carrying costs for
expected to create tough competition in market.
customers
Crop pattern: Movement for changes in crop
Value added services: Increasing revenue &
pattern and environment factor may lead to raw
profitability from offering value added services to
material scarcity
customers
Capital Expenditure
Challenges & Threats
The Company has recently completed its
Raw material: Forecasting of sulphur prices &
integrated state of the art paper & pulp expansion
availability of sulphur
project with installing paper machine having
Client base: Customer retention & new customer
capacity of 1,25,000 tpa; pulping facility having
development
capacity of 90,000 tpa and a captive power
Substitution: Alternate products available in the
plant of 20 MW with a capital investment of
market wherever possible.
Rs 8,250 million. In the current year, the Company
is undertaking a debottlenecking and process POWER SECTOR OVERVIEW
streamlining project with a capital outlay of The power & energy infrastructure sector in India
Rs 400 million. is poised for a major take-off. The present installed
The net sales of
capacity is inadequate for the nation’s needs,
paper & chemicals CHEMICAL INDUSTRY OVERVIEW and there are plans for rapid growth. The APDRP
division witnessed a The chemical industry in India is well established and (Accelerated Power Development & Reforms
has recorded a steady growth in the overall Indian
significant increase Programme 2002 - 2012) has seen an addition
industrial scenario. The chemical and allied industries
of around 22,000 MW during last five years. And
of 75 percent in have been amongst the faster growing segments
during the next five years, a capacity addition of
FY 2008-9 with of the Indian industry. The chemical industry is
over 78,000 MW has to be setup by 2012.
highly heterogeneous encompassing many sectors
increase in total like organic and inorganic chemicals, dyestuffs, The Market potential to sustain the GDP growth
production of paper paints, pesticides and specialty chemicals. Some rate of India @ 8 percent plus per annum needs
of the prominent individual chemical industries are the power sector to grow at 1.8 - 2 times the
by 65 pecent GDP rate of growth as espoused by economists,
caustic soda, soda ash, carbon black, phenol, acetic
acid, methanol and azo dyes. planners and industry experts. This would mean
a YOY capacity addition of 18,000 - 20,000 MW
Currently, there is tremendous scope for growth
to achieve this ambitious plan of moving India
in chemical sector. The per capita consumption
to a developed economy status, as an economic
of chemicals in India is well below the prevailing
global powerhouse. The target mission : ‘POWER
world level.
for All by 2012’ would mean achieving the target
ABHISHEK’S CHEMICAL DIVISION INITIATIVES of 1000 KwHr (Units) of per capita consumption
The Chemical Division has facility to produce of electricity by this period. To achieve this goal,
1,00,000 tonnes per annum of sulphuric acid the engagement of the private sector gains
and the Company also produces battery grade significance.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Management’s Discussion and Analysis (Contd.)

ABHISHEK’S ENERGY DIVISION INITIATIVES


The Company has made investment in power generation in its effort to be self reliant for its energy needs.
The in-house generation of power leads to an uninterrupted supply for the smooth production process,
meeting delivery schedules and cost saving.
FINANCIAL ANALYSIS WITH RESPECT TO OPERATIONAL PERFORMANCE
Revenues
The net turnover of the Company increased by 33 percent to Rs 13,980.6 million in FY 2008-9. Of the total
turnover, Rs 6,861.5 million was on account of income from exports. A snapshot of segmental financial
performance for the FY 2008-9 and its comparison with the preceding fiscal year is tabulated below:
(Rs Million)
Current year Previous year Growth
Division
Sales * PBIT Sales * PBIT Sales * PBIT
Yarn 3397.0 58.4 2948.3 334.6 15% -83%
Towels 7560.5 (95.3) 5814.1 579.0 30% -116%
Paper & Chemicals 3023.1 326.3 1724.3 222.0 75% 47%
* Excluding inter-segment sales
The share of textile segment in external sales paper by 65 percent. The increase in production
contributed to 78 percent, which is lower, is in line with capacity enhancement of paper
compared to 84 percent in the preceding year. division with the state of the art technology which
During the FY 2008-9, yarn sales grew by 15 was stabilized and started commercial production
percent over the preceding year. Yarn production during the Q3 of FY 2008-9. The sale of
decreased by 5 percent, due to change in product chemicals, primarily sulphuric acid, too registered a
as well as count mix. The division during the year growth but this increase was more than offset by
also concentrated on production of value added the rise in prices of raw materials including those
yarn. The proportion of external sales to the of sulphur, which recorded a historic increase in its
total sales of yarn increased from 66 percent price in the FY 2008-9. Overall PBIT of division
in FY 2007-8 to 71 percent in FY 2008-9. The registered a growth of 47 percent in FY 2008-9.
contribution of Yarn division to the net sales of the Expenditure
company decrease marginally from 28 percent in Raw material cost
FY 2007-8 to 24 percent in FY 2008-9. Inspite of Raw material forms the largest component of
increase in revenue, the division’s PBIT registered the total expenditure incurred by the Company.
a decline of 83 percent over the preceding year’s The cost on this account rose by 34 percent
level due to increase in raw material prices. in absolute terms in FY 2008-9 against the
43 percent increase in FY 2007-8. During the
The net sales of Terry towel division grew
year under review, the quantity of raw material
by 30 percent in FY 2008-9, whereas the
consumed went up due to increase in production
total production of terry towels increased
by different business units and the businesses
by 15 percent. The net realization per unit
witnessed a sharp increase in prices of raw
of sale increased by about 20 percent in
materials during the FY 2008-9. As a percentage
FY 2008-9 owing to depreciation of Indian rupee
of the net sales, cost of raw material has remained
vis-à-vis the US dollar. The contribution of the
same at 51 percent in FY 2008-9. As bulk of the
towel to the net sales of the company decreased
raw material sourced by the Company is agro-
marginally from 55 percent in FY 2007-8 to 54 based, the Company is exposed to the resultant
percent in FY 2008-9. The Company has taken price fluctuations on account of monsoon and
forward contracts and option deals to hedge its crop success.
export sales. Due to adverse currency movements,
Manufacturing expenditure
the Company suffered losses in these hedged
The manufacturing cost as a proportion of net
position, as a result the terry towel division’s PBIT
sales of the Company decreased from 15 percent
decreased by 116 percent in FY 2008-9.
in FY 2007-8 to 13 percent in FY 2008-9 on
The net sales of Paper & chemicals division account of topline growth, cost cutting measures
witnessed a significant increase of 75 percent and increase in captive consumption of power of
in FY 2008-9 with increase in total production of the Company.
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Management’s Discussion and Analysis (Contd.)

Manpower cost of Rs 10. The book value of each share stood at


The manpower cost as a proportion of net sales Rs 20.09.
of the Company decreased from 12 percent in FY During the FY 2008-9, the Company has allotted
2007-8 to 9 percent in FY 2008-9. Reduction in 2,80,00,000 equity shares of Rs 10 each at a
personnel cost is mainly due to capacity growth & premium of Rs 11.30 per share on conversion
improvement in operational efficiency in different of equivalent number of warrants issued on
business units. preferential basis. The proceeds received from this
Selling cost issue have been utilized towards meeting part of
The Company is constantly endeavoring to capital expenditure for Integrated paper and pulp
bring down its distribution and supply chain project of the Company.
management costs. The selling cost declined Reserve and surplus
from 6 percent of net sales in FY 2007-8 to 5 The Company recorded a loss of Rs 5,30.4 million
percent in FY 2008-9. during the year under review. Thereby reserves
Administrative cost stood at Rs 2,241.5 million as on March 31, 2009
There is no significant change in administrative against Rs 2,450.4 million in the preceding year.
cost from previous year as percentage of net Secured and unsecured loans
sales. Administration cost stands at 3 percent of The total borrowing of the Company increased
net sales for the year. from Rs 12,855.9 million in FY 2007-8 to
Depreciation Rs 15,569.0 million in FY 2008-9. Secured loans,
A sum of Rs 1,159.3 million had been provided which amount to Rs 15,536.9 million, form a
towards depreciation during the year under review. predominant part of the total borrowings. The
The cost on account of depreciation in absolute Company is maintaining its basket of borrowings
in such a manner, which enables it to maintain a
terms stands increased by 34 percent in FY
lower cost of funding.
2008-9. The significant increase in depreciation
is witnessed on account of new capacity of paper Fixed assets and investments
business & expansion in towel business of the The Company’s gross block stood at Rs 21,032.1
Company. million compared to Rs 13,273.2 million recorded
at the end of the preceding financial year. This
Profits and Profitability
increase in gross block is on account of substantial
The earnings before depreciation interest and
enhancement in paper capacity & increase in
taxation (PBDITA) increased from Rs 1,540.0
looms in the towel division.
million in FY 2007-8 to Rs 2,605.3 million in
FY 2008-9. The Company incurred a net loss of The Company has recently (in Q1 of FY 2009-10)
Rs 530.4 million during the year due to foreign completed Phase I of yarn expansion project in
exchange loss. The Company had negative Budni, Madhya Pradesh wherein 50,400 spindles
earning per share as on March 31, 2009 of have been added. The expansion programme
Rs 2.64 on face value of Rs 10. comprising of another 50,400 spindles at Budni
and expansion of looms in towel division at Dhaula
Balance Sheet Review
are at advance stage of implementation.
The balance sheet size of the Company increased
Working capital
to Rs 2,0361.4 million in FY 2008-9 as compared
The net current assets of the Company
to Rs 1,7952.9 million during the preceding fiscal
decreased from Rs 2,784.8 million to Rs 2,363.7
year on account of capital expenditure incurred by
million in FY 2008-9. The Company continues
the Company for augmenting its manufacturing
to purchase cotton at strategic points since it is
capacities.
available seasonally and is maintaining sufficient
Share capital and equity warrants inventory levels and in turn avoid any disruption
The total paid up share capital of the Company in the production of yarn. As regards other raw
increased to Rs 2,221.9 million during the materials that are available throughout the
FY 2008-9 as compared to Rs. 1,941.9 million year, the Company deploys just in time (JIT)
during the preceding fiscal year. One equity share method in order to minimize the carrying costs
of the Company is having a face and paid up value of inventory.
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Management’s Discussion and Analysis (Contd.)

INTERNAL CONTROL SYSTEM AND THEIR During the year under review, the company
ADEQUACY continued to enhance its activities in all areas
The Company has designed an internal control of human resource management and facilitation
system which is independent and has objective including labour relations, client services,
assurance and consulting activity designed to add organizational development, occupational health
value and improve an organization’s operations. and total compensation.
The prime objective of internal control system The Company’s approach to leadership
is to bring a systematic, disciplined approach to development, business transition, diversity,
evaluate and improve the effectiveness of risk
and human resource planning continued to add
management, control and governance processes.
value to organizational effectiveness. HRM’s
The internal control and audit framework is robust organizational strength is our people Human
and rigorous considering the size and scale of the Resources is well positioned to assist the
organization, complexities faced overall risk profile organization in its efforts to attract, motivate and
of the Company. The internal auditors strive to retain a highly talented workforce.
assess the control and governance process for
Workforce Composition
the organization. The Company has also retained
The company’s organizational structure is - IB,
management auditors to periodically review
DC, Frontline Entrepreneur, Facilitators and
the adequacy of the system and refinement of
Operatives. Towards the close of the financial year
processes followed.
under review, the total strength of the Company
The internal audit report along with plans,
was around 9200 employees. The Average age of
significant audit findings, compliance with
the organization talent is 27.5, a judicious mix of
accounting standards, is in turn reviewed by the
youth and experience.
Audit Committee of the Company to ensure the
proper audit coverage, adequate consideration Management Team
along with execution of recommendations of Institution Builder (IB) 19
auditors. Development Coaches (DC) 140
Frontline Entrepreneurs (FLE) 406
IMPROVEMENT INITIATIVES Total 565 The Company’s
The volatile, competitive and fast paced approach to
environment continuously pushes the Company OUTLOOK
to look for opportunities for performance The Company is pretty excited in its outlook. leadership
improvement. The Company also continued The stabilization of paper plant coupled with development,
with various ongoing and adopted certain new operational improvement in textile plant is business transition,
initiatives. expected to yield handsome results. The
eco-friendly technology, massive capacities,
diversity, and
During the year under review, the Company
improvement initiatives, motivated manpower human resource
continued to strive for a cost savvy, cleaner,
healthier and safer working environment. These make our outlook pretty optimistic. planning continued
initiatives inter-alia included viable vision, lean
CAUTIONARY STATEMENT to add value to
manufacturing, organization infrastructure organizational
This discussion contains certain forward-looking
review, PMS, leadership development, kaizen, 5S,
six sigma, etc. Also the Company adopted daily/
statements based on current expectations, which effectiveness
entail various risk and uncertainties that could
hourly monitoring, empowerment of middle
cause the actual results to differ materially from
management, dashboard, collaborative leadership;
those reflected in them. The actual could be
which led to tangible and intangible gains for the
materially different from the one stated herein
Company.
below. Market data and product information
HUMAN RESOURCE MANAGEMENT & contained in this report is gathered from published
INDUSTRIAL RELATIONS and unpublished reports and their accuracy cannot
Human Resources, as a strategic business partner, be assured.
strive to provide support to the organization The management reserves every right to re-visit
through the delivery of key business outcomes. any predictive statement as may be deemed fit.
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CORPORATE SUSTAINABILITY REPORT

Abhishek Industries has been consistently working towards integrating CSR into the values,
culture, operations and business decisions at all levels of the organization. The Company adopts
a business approach that creates a long term shareholder value by embracing opportunities
and managing risks deriving from economic, environmental and social developments. At
Abhishek Industries, we tend to grow without damaging prospects of future generation.
Over the years, the nature of the company’s involvement with the community has undergone a
change. It has moved away from “charity & dependence” to “empowerment & partnership”.

ECONOMIC SUSTAINABILITY The key elements of framework include a


Risk management and framework: risk management strategy, risk management
Since the business environment of the Company structure, risk portfolio management and
is too competitive and uncertainties and measuring, monitoring and optimising. The
business risks are so intricately wrapped up, implementation of the framework is supported
through a criterion for risk assessment and
which at times are fundamental to the Company
categorization, a risk escalation matrix, risk register
which necessitates structured, consistent
and MIS. The Company considers risk management
and continuous process applied across the
to be one of the most critical components of its
organisation for identification and assessment
business framework. The Company continually
of risks, control and effective monitoring. During works towards making risks as manageable as
the year, risk management systems were further possible by means of efficient procedures and
re-structured and fine-tuned to effectively appropriate risk awareness. The approach to Risk
manage the risks confronted by the company. management adopted by the Company is :
39
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Corporate Sustainability Report (Contd.)

1. To continuosly identify and assess the risks incurred within all important business operations using a
uniform and methodical approach
2. To monitor implementation of the measures defined to counteract risks
3. To develop and continuously maintain a risk-oriented insurance strategy as a means of risk mitigation
4. Through Internal Audit which has a comprehensive framework of measurement and monitoring risks

Categorisation of Risk: Risks are categorized taking into consideration the factors and circumstances from
which they emanate. The below are the listed risks which may arise from external factors affecting the
Company or the internal factors from within the Company.

Business segments
Substitution risk
Strategy risk
Competition risk
Concentration risk

Force majeure
Cost competitiveness
Operational risk Quality
Obsolescence risk
Proprietary risks/contingencies

Funding risk
Foreign currency risk
Financial risk
Receivable management risk
Working capital cycle risk

Legal, regulatory and Contractual risk


compliance risk Compliance and regulatory risk

Human resource risk Performance and attrition risk

Technology and information


Storage and safety
system risk
40 Abhishek Industries Limited
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Corporate Sustainability Report (Contd.)

Risk management process 4. Enhance recycle & reuse of treated effluent


The Company The process of risk management comprises of: for purposes of plantation, maintenance
has created Identification and assessment of risks in the activities in various sections of the industrial
organizational context of the Company’s risk appetite plants

structures to Categorization and recording of risks, which 5. The Company has implemented rain water
harvesting to recharge the aquifers.
support a wide assists in prioritization of risks
6. Upgradation of effluent treatment plant
range of activities Control and mitigation of risks keeping in
(ETP)
in such areas as view the risk appetite and development of
action plan depending upon risk retention, 7. Commissioning of a water treatment plant
environmental (WTP) resulting into the use of the surface
risk mitigation and risk transfer
protection, social water by industrial plants in place of ground
Review of risk control and mitigation
contribution, water and thereby saving ground water of
measures in order to check its effectiveness
human resource the area
and updating the same, if needed
development, 8. Proper treatment of sewerage water through
To ensure economic sustainability of the Company,
information, the Company has adopted a proactive approach
STP (sewerage treatment plant) and use of
treated water for plantation to reduce waste
disclosure and to identify and mitigate risks confronted by the
and also reduce water consumption
compliance Company.
9. Producing organic yarn, which is totally
ENVIRONMENT SUSTAINABILTY environmental friendly and having zero
The Company has lived to its commitment to pesticide
community with focus not just on commercial 10. Adoption of cost effective cleaner
aspect but from ecological perspective and is technologies, waste minimization techniques
continuously going for environment friendly and appropriate pollution control/abatement
process and initiatives. The Company ensures technologies
safer, healthier and pleasant environment in 11. Generate wealth from waste in various
working area as well as in community it operates processes in the industrial plants
into. 12. Accreditation of manufacturing facilities of
The Company has formed SHE (Safety, Health & the Company to ISO 140001
Environment) committee with three task forces, We continuously improve our environmental
viz Safety, Health & Environment. Environment programs and explore inventive solutions to save
task force is continuously focusing on all our precious environment for future generations.
parameters to improve environment not only for
the employees but also to save earth. SOCIAL SUSTAINABILITY:
At Abhishek, we have a value system of sharing
The Company has undertaken various initiatives
and paying back to society which has been
in above direction which include:
cornerstone to the success of the Company. The
1. Environment friendly product development –
Company has created organizational structures to
Paper with ECF Technology
support a wide range of activities in such areas
2. Practicing 3r (reduce, reuse and recycle) &
as environmental protection, social contribution,
waste management in Industrial plants
human resource development, information
3. Energy conservation drives by installing
disclosure and compliance.
power saving technology on the machines
Some of the CSR initiatives taken by the Company
in the industrial plants and procurement of
are highlighted as below:
energy efficient machines
41
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Corporate Sustainability Report (Contd.)

The Company
is committed to
respect the rights
of its employees
and aim to promote
human rights
within its sphere of
influence

1. Continuous participation in development of HUMAN SUBSTANTIALITY


Sacred Heart School at Barnala The Company is building internal competencies;
2. Formulation of ASMITA (women empowerment continue investment in people and infrastructure.
cell) to particularly address the concerns of The Company is committed to respect the rights
female members of its employees and aim to promote human rights
3. Conducting free medical check up camps within its sphere of influence by:
to address issues like general health care, Transparent working environment
gynecological problems, orthopedic issues
Social security and other medical coverage
and other health problems
Training programs from renowned faculties
4. Disaster management initiatives for outside
Endeavors to be ‘Great Place to Perform’
the premises of the Company in coordination
with civil authorities Celebration of festivals in the organization at
all locations thereby strengthening TRIDENT
5. Provision of residential colonies for operatives
PARIVAAR
at plant sites
6. Organized blood donations camps on a Discussing major initiatives through Large
regular basis Scale Interactive Process (LSIP) with
participation of all the members
7. Funding the rural economy on a large scale
by way of outsourcing 20 percent of its And as far as general masses are concerned, the
raw material from the adjacent areas and Company is continually transforming its portfolio
villages of products to keep up with growing demand for
healthier choices through:
8. Imparting education to the females of the
adjoining villages on various social issues New products and approaches

9. Regular contributions to provide sponsorships Reformulation of existing products


to aspiring professionals with in industry Eco-friendly products
10. Provision of canteens and residential colonies Healthy environment for future generations
for employees
42 Abhishek Industries Limited
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CORPORATE GOVERNANCE REPORT

COMPANY’S PHILOSOPHY ON CORPORATE under the Code except Mr S K Tuteja. However,


GOVERNANCE he is not a member of more than 10 Board level
Corporate governance at Abhishek cares for the committees as required under clause 49 of the
overall well-being and welfare of all constituent Listing Agreement.
of the system and takes into account the Board’s Definition of Independent Director
stakeholders interest at every business decision. Independent director shall mean Non-executive
The Company is committed to pursue growth by director of the Company who:
adhering to the highest national & international a) apart from receiving director’s remuneration,
standards of Corporate governance. The does not have any material pecuniary
Company’s philosophy on Corporate governance relationships or transactions with the
is based on following principles: Company, its promoters, its senior
Lay solid foundation for management management or its holding Company, its
subsidiaries and associated companies;
Structure the Board to add value
b) is not related to Promoters, Chairman,
Promote ethical & responsible decision-
Managing director, Whole time director,
making
Secretary, CEO or CFO and of any person
Safeguard integrity in financial reporting
in the management at one level below the
Make timely & balanced disclosures board;
Recognize & manage business risks c) has not been an executive of the Company
Respect the rights of the shareholders in the immediately preceding three financial
Encourage enhanced performance years;
Remunerate fairly & responsibly d) is not a partner or an executive of the
Recognize the legitimate interest of the statutory audit firm or the internal audit firm
stakeholders that is associated with the Company, and
Legal & Statutory compliances in its true has not been a partner or an executive of
spirit any such firm for the last three years. This
will also apply to legal firm(s) and consulting
The Board of the Company has adopted ‘Combined
firm(s) that have a material association with
Code of Corporate Governance and Conduct’
the entity.
based on the principles of good corporate
e) is not a supplier, service provider or customer
governance and best management practices
of the Company. This should include lessor-
being followed globally besides complying with
lessee type relationships also; and
the needs of the law of land. The Combined
f) is not a substantial shareholder of the
Code of Corporate Governance and Conduct is
Company, i.e. owning two percent or more of
available on the official website of the Company –
the block of voting shares.
www.tridentindia.com.
The Board of the Company has also decided that
BOARD OF DIRECTORS materiality of relationship with directors shall be
The Board comprises of seven directors, of ascertained on the following basis:
which more than 71 percent are Non-executive The concept of materiality is relevant from
directors and 57 percent are Independent the recipient’s point of view and not from
directors. The Company has a non-executive and that of Company;
independent chairman. Moreover, the Board has The term material needs to be defined in
a representation of 29 percent woman directors. percentage. Ten percent (10%) or more
Two directors on the Board are executive directors. of recipient’s gross revenue/ receipt for
None of directors on the Board is Member of more the preceding year should form a material
than five Board level Committees as required condition affecting independence.
43
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Corporate Governance Report (Contd.)

Based on the above test of independence, Mr S K Tuteja, Ms Pallavi Shroff, Ms Ramni Nirula and Mr Rajiv Dewan are categorized as
Independent directors.
Other details relating to the Board are as follows:
No. of Board No. of Board
No. of
Shareholding in Committees Committees
Directorships
Name Designation Category Company memberships Chairmanships
held in all public
(No. of shares) held in all public held in all public
Companies #
Companies @ Companies @
Mr S K Tuteja Chairman Non-Executive, Independent - 14 10 5
Mr Rajinder Gupta Managing Director Executive 588,266 7 1 -
Ms Pallavi Shroff Director Non-Executive, Independent - 7 2 -
Ms Ramni Nirula Director Non-Executive, Independent - 4 1 -
Mr Rajiv Dewan Director Non-Executive, Independent 23,290 8 5 -
Mr Karan Avtar Singh Additional Director Non-Executive - 6 - -
Mr Raman Kumar Whole Time Director Executive - 5 - -
# including Abhishek Industries Limited and excluding private and foreign companies
@ Board Committee for this purpose includes Audit Committee & Shareholders’/Investors’ Grievance Committee (including Board Committees of
Abhishek Industries Limited)
GOVERNANCE STRUCTURE
Company has laid a strong foundation for making corporate governance a way of life by constituting a
Board with balanced mix of experts of eminence & integrity, forming a core group of top level executives,
inducting competent professionals across the organization and putting in place best system, process and
technology.

Committees of the Board


Shareholders 1. Audit committee
Statutory auditors 2. Compensation
committee
3. Investors’ grievance
Board of Directors & share transfer
(Executive & committee
Non executive directors) 4. Strategy committee
Management auditors & other 5. Screening committee The Company
Independent agencies 6. Bank operation is committed to
committee
Managing director
pursue growth by
adhering to the
Role
Management meetings highest national
Championing purpose
& values, challenging Discussions with middle & international
assumptions, inspiring Institutional builders management (followed standards of
confidence & commitment by chain discussion)
Corporate
governance

Development coaches
(Supporting &
Front line Facilitators
coaching, creating Operatives
entrepreneurs (Result
contexts, linking (Delivery
(Innovation & growth, orientation, quality
knowledge on time, cost
energy & drive, consciousness,
& practices, effectiveness)
frontline motivator) problem solving)
relationships &
reconciliations)
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Corporate Governance Report (Contd.)

MEETINGS Meeting of other Committees of the Board are


Meeting Details – Board & Committees held whenever matters falling under their terms
The Company holds atleast four Board meetings of reference need discussion and decision. Every
in a year, one in each quarter to review the Director on the Board is free to suggest any item
financial results and other items of the agenda for inclusion in the agenda for the consideration
and the gap between the two Board meetings of the Board/ Committee. The information as
do not exceed four calendar months. Apart from required under Clause 49 of the Listing Agreement
the four scheduled Board meetings, additional and Combined Code of Corporate Governance and
Board meetings are also convened to address the Conduct were made available to the members of
specific requirements of the Company. Urgent the Board/ Committee.
matters are also approved by the Board by passing Following are the details of meetings of Board of
resolutions through circulation. The Company also Directors and Committees thereof held between
holds atleast one Audit Committee meeting in April 1, 2008 and March 31, 2009
each quarter to inter-alia review financial results.
Sl. Particulars No. of Meetings held Date of Meetings
No during the year
1 Board meeting 7 May 11, 2008; June 27, 2008; July 21, 2008;
September 24, 2008; October 24, 2008;
January 3, 2009; January 24, 2009
2 Audit committee meeting 5 May 11, 2008; June 26, 2008; July 21, 2008;
October 24, 2008; January 24, 2009
3 Compensation committee 1 June 26, 2008
4 Investor grievance & share 5 April 23, 2008; June 2, 2008; August 28,2008;
transfer committee December 18, 2008; February 12, 2009
5 Strategy committee 1 June 27, 2008
6 Screening committee 3 June 26, 2008; July 21, 2008; January 3, 2009
The maximum time gap of 70 days between two consecutive Board meetings and 94 days between two
consecutive Audit Committee meetings.
ATTENDANCE OF EACH DIRECTOR AT THE MEETINGS OF THE COMPANY
The detail of attendance of each director of the Company in Board and Committee meetings held during the
The Company
financial year 2008-9 is given below:
Secretary while
Investors’
preparing the Compensation Grievance & Strategy Screening
Board Audit Committee
agenda and minutes Name of Director Committee Share Transfer Committee Committee
Committee
of the Board/
Held* Attended Held* Attended Held* Attended Held* Attended Held* Attended Held* Attended
Committee meeting Mr S K Tuteja 7 6 5 4 1 1 5 5 1 1 3 3
is required to Mr Rajinder Gupta 7 7 ~ ~ ~ ~ 5 4 1 1 3 3
ensure adherence Ms Pallavi Shroff 7 1 ~ ~ 1 0 ~ ~ 1 0 3 1
to the applicable Ms Ramni Nirula 7 2 5 2 1 1 ~ ~ ~ ~ ~ ~
provisions of the Mr Anurag Verma# 6 2 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
law including the Mr Karan Avtar Singh## 1 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
Mr Rajiv Dewan 7 7 5 5 ~ ~ 5 5 ~ ~ ~ ~
Companies Act
Mr Ajay Relan^ 3 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
Mr Raman Kumar^^ 4 4 ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
- * No. of meeting held during the tenure of respective directors.
- ^ Mr Ajay Relan ceased to be a director w.e.f. September 24, 2008
- ^^ Mr Raman Kumar was appointed as director w.e.f. September 24, 2008
- # Mr Anurag Verma ceased to be a director w.e.f. January 03, 2009
- ## Mr Karan Avtar Singh appointed additional director w.e.f. January 03, 2009
- ~ Not a member of the Committee
- Mr S K Tuteja, Mr Rajinder Gupta and Mr Rajiv Dewan were present in the Annual General Meeting of the Company held on September 24, 2008.
- The Chairman of Audit Committee & Investors’ Grievance and Share Transfer Committee was present in Annual General Meeting of the Company
held on September 24, 2008.
- Dr. M A Zahir, an HR Expert and Independent Person who is a member of Screening Committee of the Company, has attended two (out of total
three) meetings of the Committee held in the financial year 2008-9
45
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Corporate Governance Report (Contd.)

Agenda and Minutes Information on recruitment, resignation and


All the departments in the Company communicate remuneration of senior officers
to the Company Secretary well in advance with Show cause, demand, prosecution notices
regard to matters requiring approval of the Board/ and penalty notices issued against the
Committees of the Board to enable him to include Company having material impact
the same in the agenda for the Board/Committee Fatal or serious accidents, dangerous
meeting(s). Agenda papers are generally circulated occurrences, any material effluent or
to the Board members well in advance before the pollution problems, if any
meeting of the Board.
Any material default in financial obligations
The Company Secretary while preparing the to and by the Company, or substantial non-
agenda and minutes of the Board/Committee recoveries against sale, if any
meeting is required to ensure adherence to the
Any issue, which involves possible public or
applicable provisions of the law including the
product liability claims of substantial nature,
Companies Act, 1956. The applicable Secretarial
including any judgment or order which, may
Standards issued by the Institute of Company
have passed strictures on the conduct of the
Secretaries of India (ICSI) are also being complied
Company or taken an adverse view regarding
by the Company. The draft minutes of the
another enterprise that can have negative
proceedings of each meeting duly initialed by
implications on the Company, if any
the Chairman of the meeting are circulated to
Details of any joint venture or collaboration
the members for their comments and thereafter,
agreement, if any
confirmed by the Board/and respective Committee
Transactions that involve substantial
in its next meeting. The Board also takes note of
payment towards goodwill, brand equity, or
the minutes of the Committee meetings duly
intellectual property, if any
approved by their respective Chairman.
Significant labour problems and their
All material information is incorporated in the
proposed solutions. Any significant
Agenda papers for facilitating meaningful
development in Human Resources/ Industrial
and focused discussions at the meeting. The
Relations front like signing of wage
information regularly supplied to the Board inter-
agreement, implementation of Voluntary
alia includes the following:
Retirement Scheme etc, if any
Annual operating plans and budgets and any
Sale of material, nature of investments,
updates thereon
subsidiaries, assets, which is not in normal
Capital budgets and updates
course of business, if any
Quarterly results for the Company and its
Quarterly details of foreign exchange
operating divisions or business segments
exposures and the steps taken by
Minutes of meetings of Audit Committee
management to limit the risks of adverse
and other committees of the Board
exchange rate movement, if material
Legal compliances report and certificate
Non-compliance of any regulatory,
Accounts relating to the subsidiary statutory nature or listing requirements and
companies shareholders service such as delay in share
transfer etc

BOARD LEVEL COMMITTEES


The Board has constituted various Committees for smooth and efficient operation of the activities and is
responsible for constituting, assigning, co-opting and fixing the terms of reference for the committees in
line with the laws of land. The Chairman, quorum and the terms of reference of each committee have been
approved by the Board.
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Corporate Governance Report (Contd.)

Composition of
Audit Committee Board Level Committees Compensation Committee
1. Mr S K Tuteja, 1. Mr S K Tuteja,
Independent director Independent director
(Chairman of (Chairman of
Committee) Committee)
2. Ms Ramni Nirula, 2. Ms Pallavi Shroff,
Independent director Independent director
3. Mr Rajiv Dewan, 3. Ms Ramni Nirula,
Independent director Independent director

Investors’ Grievance & Strategy Committee


Share Transfer Committee 1. Mr S K Tuteja,
1. Mr S K Tuteja, Independent director
Independent director (Chairman of
(Chairman of Committee)
Committee) 2. Ms Pallavi Shroff,
2. Mr Rajinder Gupta, Independent director
Managing director 3. Mr Rajinder Gupta,
3. Mr Rajiv Dewan, Managing director
Independent director

Screening Committee Bank Operation Committee


1. Mr S K Tuteja, 1. Mr Rajinder Gupta,
Independent director Managing Director
(Chairman of (Chairman of
Committee) Committee)
2. Mr Rajinder Gupta, 2. Mr Rajiv Dewan,
Managing director Independent director
3. Ms Pallavi Shroff, 3. Mr Arun Goyal, Chief
Independent director Financial Officer
4. Dr M A Zahir, HR
Expert (Independent
person)

Terms of Reference of Board Level reporting process and the disclosure of its
Committee financial information to ensure that the
The Board while approving terms of reference financial statement is correct, sufficient and
of Committees ensures that the same is in line credible.
with laws of land. The Board proactively reviews b) Recommending the appointment and
terms of reference of Committees and modifies removal of external auditor, fixation of audit
the same, if necessary, to meet the strategic fee and also approval for payment of any
and business needs. Following are brief terms of other services.
reference of Board Level Committees. c) Reviewing with management the annual
financial statements before submission to
AUDIT COMMITTEE
The terms of reference of Audit Committee are as the Board, focusing primarily on:
per Listing Agreement and Companies Act, 1956. Any change in the accounting policies
The broad terms of reference of audit committee and practices
as adopted by the Board are as under: Major accounting entries based on
a) Oversight of the Company’s financial exercise of judgment by management
47
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Corporate Governance Report (Contd.)

Qualification on draft audit report the Listing Agreement and other laws, rules and
Significant adjustments arising out of regulations.
audit
COMPENSATION COMMITTEE
The going concern assumption
The broad terms of reference of Compensation
Compliance with accounting standards Committee inter-alia include determination and
Compliance with stock exchange and review of remuneration package of Executive
legal requirements concerning financial directors/CEOs and formulation and administration
statements of Employee Stock options plan of the Company.
Any related party transactions i.e. INVESTORS’ GRIEVANCE AND SHARE
transaction of the Company of TRANSFER COMMITTEE
material nature, with promoters or
The broad terms of reference of Investors’
the management, their subsidiaries or
Grievance and Share Transfer Committee inter-
relatives etc that may have potential
alia include monitoring of work related to transfer/
conflict with the interest of the
transmission/conversion/dematerlisation/
Company at large
rematerlisation/subdivision/consolidation,etc
d) Reviewing with management, external and of shares of the Company, approving issue of
internal auditor, adequacy of internal control duplicate share certificate and ensuring redressal
systems of all kinds of shareholders/investors complaints.
e) Reviewing the adequacy of internal
audit function, including the structure of STRATEGY COMMITTEE
the internal audit department, staffing The broad terms of reference of Strategy
and seniority of the official heading the Committee inter-alia include formulation of long-
department, reporting structure coverage term & strategic planning as well as resources
and frequency of internal audit management, performance review and monitoring
f) Discussion with internal auditors any & review of projects.
significant findings and follow up thereon
SCREENING COMMITTEE
g) Reviewing the findings of any internal The broad terms of reference of Screening
investigations by the internal auditors into Committee inter-alia include determination of
matters where there is suspected fraud or appropriate characteristics, skills and experience for
irregularity or a failure of internal control the Board members and to make recommendation
systems of a material nature and reporting to the Board and to Shareholders on the induction
the matter to the Board
The Board
of any new director.
h) Discussion with external auditors before the
proactively reviews
audit commences on the nature and scope BANK OPERATION COMMITTEE terms of reference
of audit as well as has post audit discussion The broad terms of reference of Bank Operations of Committees and
to ascertain any area of concern Committee inter-alia include Bank Operating modifies the same,
i) Reviewing the Company’s financial and risk Powers, changes thereon and other Banking if necessary, to
management policies related issues of the Company with the Banks/ meet the strategic
j) To look into the reasons for substantial
Financial Institutions. and business needs
defaults in the payment to the depositors, DIRECTORS’ REMUNERATION
debenture holders, shareholders (in case of Remuneration policy of Directors
non-payments of declared dividends) and Executive director
creditors. The remuneration paid to the Executive
k) To approve unaudited Quarterly Financial directors is recommended by the Compensation
results and publish the same as required in Committee and approved by the Board of
the Listing Agreement Directors subject to the approval by the
Apart from above, the committee also reviews shareholders in the General Meeting and such
other matters as required under clause 49 of authorities, as the case may be.
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Corporate Governance Report (Contd.)

Non-executive director
Non Executive Directors are paid by way of sitting fee for the meeting of Board and Committee (as the case
may be), attended by them. The remuneration paid to the Non executive directors is approved by the Board
of Directors, subject to the approval by the shareholders in the General Meeting.
The synopsis of approvals for the remuneration paid to Mr Rajinder Gupta, Managing director, Mr Raman
Kumar, Whole time director and sitting fees paid to Non executive directors during the year ended March 31,
2009 is given hereunder:
Date of Approval
Executive directors
Sr Approving Authority Mr Rajinder Mr Raman Non executive
Gupta Kumar directors
(Managing (Whole time
director) director)
1 Compensation Committee 25.01.2006 09.10.2008 Not applicable
2 Board of Directors 25.01.2006 24.09.2008 03.01.2009
Being placed in
3 Shareholders in Extraordinary General Meeting 18.03.2006 12.12.2003
ensuing AGM
During the period 2008-9, the Company did not advance any loan to any of its Directors. No stock options
have been provided to directors of the Company during the year under review.
The details of the remuneration paid to the Directors alongwith their relationships and business interests is
detailed below:

RELATIONSHIPS OF DIRECTORS, THEIR BUSINESS INTERESTS AND REMUNERATION


Remuneration paid/payable during the
Business year ended March 31, 2009
Relationship
Name of relationship with
with other Salary
the Director the Company, Total
Directors Sitting fee & perks Commission
if any (in Rs)
(in Rs)
Mr S K Tuteja None None 3,80,000 - - 3,80,000
The Company Mr Rajinder Gupta None None - 2,40,00,000 - 2,40,00,000**
has also taken Ms Pallavi Shroff None Partner 20,000 - - 20,000
Director’s & Amarchand & Mangaldas
& Suresh A Shroff & Co.,
Officer’s (D&O)
Solicitors to the Company
Liability Insurance
Ms Ramni Nirula None Nominee of ICICI, a lender 1,00,000* - - 1,00,000
to protect its to the Company
directors’ personal Mr Rajiv Dewan None None 3,40,000 - - 3,40,000
liability for financial Mr Ajay Relan# None None - - - -
losses that may Mr Raman Kumar## None None - 8,72,667 - 8,72,667
arise out of their Mr Anurag Verma^ None Nominee of PSIDC, an 40,000* - - 40,000
unintentional equity investor of the
wrongful acts Company
Mr Karan Avtar Singh^^ None Nominee of PSIDC, an equity - - - -
investor of the Company
* The sitting fee has been paid to the respective nominating institutions.
# Ceased to be a director w.e.f. September 24, 2008;
## Appointed as Whole Time Director w.e.f. September 24, 2008 on a remuneration of Rs 1,40,000 p.m.
^ Ceased to be a director w.e.f. January 3, 2009
^^ Appointed as Additional Director w.e.f .January 3, 2009
** An amount of Rs 2,40,00,000 has been provided in the books of accounts in respect of salary to Mr Rajinder Gupta, Managing
Director, out of which Rs 48,00,000 has been paid and Rs 1,92,00,000 has been withheld due to inadequacy of profit as
computed under Section 349 of the Companies Act, 1956, for which the management is confident of obtaining Central
Government approval.
49
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Corporate Governance Report (Contd.)

The Company has also taken Director’s & Officer’s Managing director is also entitled to receive
(D&O) Liability Insurance to protect its directors’ commission at the rate of one percent of the
personal liability for financial losses that may arise net profits of the Company as computed under
out of their unintentional wrongful acts. Section 349 of the Companies Act, 1956, as per
Pecuniary relationship or transaction of Non the terms of his appointment recommended by
executive directors vis-à-vis the Company the Compensation Committee in its meeting held
The Company does not have any direct pecuniary on January 25, 2006 and approved by the Board
relationship/transaction with any of its Non in its meeting held on January 25, 2006 and
executive directors. However, a sum of Rs. the shareholders in their Extraordinary General
3,00,000/- has been paid to M/s Amarchand & Meeting held on March 18, 2006.
Mangaldas & Suresh A Shroff & Co., during the Termination of Agreement with Managing
financial year 2008-9 towards fees for legal director & Wholetime director and severance
services. Ms Pallavi Shroff, a Non executive director fees
of the Company is partner of M/s Amarchand & The employment of Managing director &
Mangaldas & Suresh A Shroff & Co. However, the Wholetime director shall terminate automatically
above payment does not affect independence of in the event of their ceasing to be a director of
Ms Pallavi Shroff as the same is not material as the Company in the General Meeting and/or in
per criteria fixed by the Board. the event of their resignation as a director of
Criteria for payment of Commission the Company and subsequent acceptance of the
In addition to the monthly remuneration, the resignation by the Board.

DIRECTORSHIPS OF BOARD MEMBERS IN OTHER COMPANIES


The directors of the Company also holds positions as directors, committee members, partners and
shareholders in other reputed companies, associations and firms. The committee memberships/chairmanships
held by the directors in other Corporates as on March 31, 2009 are in compliance with the Clause 49 of the
Listing Agreement. Details of the same are as follows:
Name of directors Name of Companies Position held/ Interest
Mr S K Tuteja Swaraj Mazda Limited Chairman- Board,
Chairman- Audit Committee,
Member- Share Transfer
& Investors’ Relationship
Committee
Shri Renuka Infraprojects Limited Chairman- Board
Adani Logistics Limited Chairman- Board
National Bulk Handling Corporation Limited Chairman-Board
Shorab Spinning Limited Chairman-Board
Shree Renuka Sugar Limited Director on the Board, Member-
Share Transfer & Investors’
Relationship Committee
Mundra Port and Special Economic Zone Director on the Board,
Limited Member- Audit Committee,
Member- Share Transfer
& Investors’ Relationship
Committee
HMT Limited Director on the Board,
Chairman- Share Transfer
& Investors’ Relationship
Committee
Adani Powers Limited Director on the Board
Chairman- Audit Committee
Small Industries Development Bank of India Director on the Board
SVIL Mines Limited Director on the Board
Indian Energy Exchange Limited Director on the Board
Axis Private Equity Fund Director on the Board
Precision Pipes and Profiles Co Limited Director on the Board,
Member- Audit Committee
50 Abhishek Industries Limited
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Corporate Governance Report (Contd.)

Name of directors Name of Companies Position held/ Interest


Mr Rajinder Gupta Abhishek Energy Corporation Limited Chairman- Board
Shareholding > 2%
Himalayan Ayurvedic & Agro Research Chairman- Board
Centre Limited
Madhuraj Foundation Limited Chairman- Board
Abhishek Global Ventures Limited Chairman- Board
Abhishek Industries Inc. Director on the Board
Trident Infotech Inc. Director on the Board
Trinetra Technologies Limited Director on the Board
Abhishek Ventures & Projects Limited Director on the Board
Praneel Innovations Limited Shareholding > 2%
Trident Towels Limited Shareholding > 2%
Ms Pallavi Shroff Maruti Suzuki India Limited Director on the Board
Member- Audit Committee
Kotak Mahindra Old Mutual Life Insurance Director on the Board
Limited
Juniper Hotels Limited Director on the Board
Member- Audit Committee
PTL Enterprises Limited Director on the Board
GIFT Collective Investment Management Director on the Board
Company Limited
Artemis Health Sciences Pvt. Limited Director on the Board
Artemis Medicare Services Pvt. Limited Director on the Board
IndusInd Bank Limited Director on the Board
M/s Amarchand & Mangaldas & Suresh A Partner
Shroff & Co.
Ms Ramni Nirula Jindal Steel & Power Limited Director on the Board
ICICI Comm Trade Limited Director on the Board
Haldia Petro Chemicals Limited Director on the Board
Mr Rajiv Dewan Madhuraj Agrotech Limited Chairman- Board
Malwa Industries Limited Director on the Board
Member- Audit Committee
Punjab Communications Limited Director on the Board
Member- Audit Committee
Member- Investors’ Grievance
Committee
Malwa Millenium Designs Limited Director on the Board
Trinetra Technologies Limited Director on the Board
Abhishek Ventures & Projects Limited Director on the Board
Trident Aerospace Limited Director on the Board
R Dewan & Co. Partner
Mr Karan Avtar Singh Indian Acrylics Limited Chairman – Board
Punjab Venture Investor Trust Limited Chairman – Board
Milk Specialities Limited Chairman – Board
Punjab Alkalies & Chemicals Limited Director on the Board
Punjab State Industrial Development Managing Director- Board
Corporation Limited
Mr Raman Kumar Abhishek Corporate Services Limited Director on the Board
Rainbow Retail Limited Director on the Board
Trident Cotton Limited Director on the Board
Himalayan Ayurvedic & Agro Research Director on the Board
Centre Limited
51
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Corporate Governance Report (Contd.)

A brief profile of the Directors is given elsewhere The brief profile of the directors being
in this annual report, which forms part of the appointed and re-appointed and other
Corporate Governance Report. relevant Information is given elsewhere in
this Annual Report, which forms part of the
MANAGEMENT Corporate Governance Report.
The management discussion and analysis report b) Means of Communication
is given elsewhere in this annual report, which The quarterly, half yearly and annual financial
forms part of this Corporate Governance report. results and quarterly shareholding pattern are
posted on Company’s official website www.
SHAREHOLDERS
tridentindia.com. As per the requirements of
a) Disclosures regarding appointment/re-
the Listing Agreement, the Company also
appointment of directors
provides information to the Stock Exchanges
Pursuant to the Articles of Association of the
and update its website on regular basis to
Company, all the directors for the time being
include new developments in the Company.
except Managing director and Wholetime
The quarterly, half yearly and annual results
director shall retire annually and accordingly
and quarterly shareholding pattern are also
Mr S K Tuteja, Ms Pallavi Shroff, Ms Ramni
uploaded on the EDIFAR website of SEBI
Nirula and Mr Rajiv Dewan, directors are
www.sebi.gov.in. The Company Secretary
retiring at the ensuing Annual General
being the Compliance Officer ensures
Meeting. All retiring directors, offer
the correctness and authenticity of the
themselves for re-appointment. The
information posted on the said website.
Screening Committee & Board has
recommended re-appointment of directors All material information about the Company
who are retiring and offer themselves for re- is promptly sent through facsimile/e-mail to
appointment. the Stock exchanges where the shares of
the Company are listed.
Mr Karan Avtar Singh was appointed as
additional director by the Board on January Full version of the Annual Report including
3, 2009 and holds office till ensuing the Notice of Annual General Meeting,
Annual General Meeting. The Company has Management‘s Discussion and Analysis,
received a notice under Section 257 of the Corporate Governance report, Balance Sheet,
Companies Act, 1956 proposing his name Profit & Loss Account, Cash Flow Statement
for appointment as director of the Company. alongwith the schedules and notes thereon,
The Screening Committee and Board has Directors report and Auditors report are sent
recommended appointment of Mr Karan Avtar to the shareholders within the stipulated
Singh as director. Further, Mr Raman Kumar time and are also uploaded on Company’s
was appointed as Whole time director on official website www.tridentindia.com.
September 24, 2008 and his remuneration The Company generally publishes its The Screening
and other terms of appointment was financial results in the Business Standard,
approved by the Compensation Committee Financial Express, and Desh Sewak. During
Committee & Board
and Board. Accordingly, The Board the period under review, the Company has recommended
recommends approval of the appointment of published its financial results in the following
Mr Raman Kumar as Whole time director of newspapers:
re-appointment of
the Company. directors who are
Financial Results Newspapers Date of publication retiring and offer
Unaudited financial results for the quarter ended Business Standard 22.07.2008 themselves for
June 30, 2008 Desh Sewak 22.07.2008
Unaudited financial results for the quarter ended Business Standard 25.10.2008 reappointment
September 30, 2008 Desh Sewak 25.10.2008
Unaudited financial results for the quarter ended Financial Express 25.01.2009
December 31, 2008 Rozana Spokesman 25.01.2009
Unaudited financial results for the quarter ended Financial Express 16.05.2009
March 31, 2009 Rozana Spokesman 16.05.2009
c) Compliance Officer
The Board has appointed following officials as Compliance Officer of the Company.
1. Mr Pawan Jain, Company Secretary (e-mail Id: pawanjain@tridentindia.com.)
2. Mr Ratnesh P Rukhariyar, Deputy Company Secretary (e-mail Id: ratneshrukhariyar@tridentindia.com)
The Compliance officers can be contacted for any investor related matter relating to the Company on
contact no. +91-161-5039999, 5038888; and Fax no. is +91-161-5039900, 5038800.
52 Abhishek Industries Limited
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Corporate Governance Report (Contd.)

d) Annual General Body Meetings of the Company


Details of last three Annual General Meetings of the Company is given hereunder:
AGM Day Date Time Venue Special Resolutions passed
18th Wednesday September 10:30 AM Trident Following two special
24, 2008 Complex, resolutions were passed:
Raikot Road, Re-appointmet of
Barnala Mr Rajinder Gupta as
Mangaing director &
Remuneration thereof
Appointment of Mr Abhishek
Gupta, son of Managing
director as an employee of
the Company
17th Thursday September 10:30 AM Trident None
27, 2007 Complex,
Raikot Road,
Barnala
16th Wednesday September 10.00 AM Trident None
27, 2006 Complex,
Raikot Road,
Barnala
e) Postal ballots
No resolution by way of Postal Ballot was passed during the year 2008-9.
Details of resolution to be passed through Postal ballot
The Company has proposed Ordinary resolution to be passed under section 293(1)(a) of the Companies
Act, 1956 by way of Postal Ballot. The Postal ballot alongwith necessary resolution and detailed
procedure is being sent to shareholders separately.

The Company
DISCLOSURES exchanges, SEBI and other statutory
has continued to a) Related party transactions authorities on all matters related to
comply with the There was no materially significant capital market during last three years
requirements related party transaction, pecuniary No penalties or strictures have been
transactions or relationships between imposed on the Company by the stock
of the stock the Company and its directors, promoters exchanges, SEBI or any other authority
exchanges, SEBI or the management that may have on any matter related to capital market
and other statutory potential conflict with the interests of during the last three years
the Company at large except the details
authorities on all of transactions annexed to the Balance CORPORATE ETHICS
matters related Sheet disclosed as per Accounting As a responsible corporate citizen, the Company
Standard 18 of the Institute of Chartered consciously follows corporate ethics in both
to capital market business and corporate interactions. The Company
Accountants of India
during last three has framed various codes and policies, which act
All details relating to financial and
years commercial transactions, where
as guiding principles for carrying business in
ethical way. Some of our policies are:
directors may have a potential interest
are provided to the Board and the a) Code of Conduct for Prevention of Insider
interested directors neither participate Trading
in the discussion, nor do they vote on b) Code of Corporate Disclosure
such matters. The Audit Committee of c) Whistle Blower Policy
the Company also reviews related party d) Combined Code Of Corporate Governance &
transactions on periodical basis Conduct
b) Compliances made by the Company e) Safety, Health and Environment (SHE) Policy
The Company has continued to comply f) Values Framework
with the requirements of the stock g) Risk Management Procedure
53
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Corporate Governance Report (Contd.)

COMPLIANCE STATUS WITH MANDATORY b) Company has set up Compensation


AND NON-MANDATORY REQUIREMENTS OF Committee comprising of three Independent
CLAUSE 49 OF LISTING AGREEMENT directors. Details of the Committee are given
Mandatory requirements in this report under the head ‘Board Level
The Company has complied with all the mandatory Committees.’
requirements of clause 49 of Listing Agreements c) Presently, half yearly financial performance
entered into with Stock Exchanges. is not being sent to each household of
Non-mandatory requirements shareholders.
Compliance status with non-mandatory d) The performance evaluation of all directors
requirements is given below: (executive and non-executive) is done by
a) Chairman of the Company is entitled to seek the Screening Committee, which comprises
any advice and consultancy in relation to the of two Independent directors, one Executive
performance of his duties and is also entitled director and one independent person having
to claim reimbursement of the expenses expertise in Human Resources.
incurred in this regard and other office e) The Company has adopted ‘Whistle Blower
facilities. Policy’. No personnel have been denied
Independent directors of the Company do not access to the Audit Committee.
have a term exceeding a period of nine years
in aggregate on the Board of Company.

GENERAL SHAREHOLDERS INFORMATION


The following information would be useful to our shareholders:
a) Annual General Meeting
Date August 27, 2009
Day Thursday
Time 10.30 AM
Venue Trident Complex, Raikot Road,
Barnala -148101

b) Financial Calendar
Next Financial year April 1, 2009 to March 31, 2010

c) The Financial Results will be adopted as per the following tentative schedule:
For the quarter ended June 30, 2009 July 2009 (4th week)
For the quarter ended September 30, 2009 October 2009 (3rd week)
For the quarter and year ended December 31, 2009 January 2010 (3rd week)
For the quarter & year ended March 31, 2010 May 2010 (2nd week)

d) Date of Book Closure for the purpose of Dividend and Annual General Meeting:
The Share Transfer Book and Members’ Register shall remain closed from Friday, August 21, 2009
to Thursday August 27, 2009 (both days inclusive) for the 19th Annual General Meeting of the
Company.

e) Listing on Stock Exchanges


As on March 31, 2009, the equity shares of the Company are listed on the following exchanges:
1 Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai – 400 001
2 National Stock Exchange of India Limited
Exchange Plaza, Plot No. C/1 G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

f) Listing Fees
Listing fees for the year 2009-10 has been paid to the Stock Exchanges where the equity shares of
the Company are listed in the month of April, 2009 i.e. within the stipulated time.
54 Abhishek Industries Limited
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Corporate Governance Report (Contd.)

g) Stock Code
The Company’s code at the stock exchanges and news agencies are:
Sr Name of Stock Exchanges Stock code Reuters code Bloomberg
1 Bombay Stock Exchange Limited 521064 ABHP.BO ABIN IN
2 National Stock Exchange of India Limited ABSHEKINDS ABHP.NS NABIN IN

h) Market Price Data


Monthly high and low prices of equity shares of Abhishek Industries Limited at the Bombay Stock
Exchange Limited (BSE) and at the National Stock Exchange of India Limited (NSE) during the year
under review in comparison to BSE (Sensex) and NSE (Nifty) are given hereunder:
BSE NSE
Month Share Prices Sensex Share Prices Nifty
Volume Volume
High Low High Low High Low High Low
April, 2008 21.00 15.85 2039989 17480.74 15297.96 21.05 16.00 2661283 5230.75 4628.75
May, 2008 20.50 17.15 1422870 17735.70 16196.02 20.30 17.10 2084896 5298.85 4801.90
June, 2008 17.60 14.65 994520 16632.72 13405.54 17.65 12.50 1493082 4908.80 4021.70
July, 2008 15.55 13.65 770331 15130.09 12514.02 15.50 13.25 1120350 4539.45 3790.20
August, 2008 16.95 13.30 689690 15579.78 14002.43 16.85 14.25 1020270 4649.85 4201.85
September, 2008 15.00 10.77 630939 15107.01 12153.55 15.30 10.60 864400 4558.00 3715.05
October, 2008 12.10 6.75 612077 13203.86 7697.39 12.35 6.70 935266 4000.50 2252.75
November, 2008 9.74 6.15 7129114 10945.41 8316.39 9.50 6.35 631108 3240.55 2502.90
December, 2008 10.20 5.95 3510738 10188.54 8467.43 9.85 5.25 1753614 3110.45 2570.70
January, 2009 8.71 6.62 461842 10469.72 8631.60 8.70 6.65 497034 3147.20 2661.65
February, 2009 7.69 6.46 351272 9724.87 8619.22 7.65 6.40 363506 2969.75 2677.55
March, 2009 7.43 6.05 484977 10127.09 8047.17 7.35 6.00 506009 3123.35 2539.45
Source: Reuters

Sensitivity at NSC

25
20
15
NIFTY
AIL

10
5
0
May-08

Aug-08

Nov-08

Mar-09
Sep-08

Feb-09
Dec-08
Apr-08

Oct-08
Jun-08

Jan-09
Jul-08

AIL NIF TY

Sensitivity at BSC
20 20000

15 15000
S E NS E X

10 10000
AIL

5 5000

0 0
Ma y-08

Aug-08

Nov-08
S ep-08

F eb-09
Apr-08

J a n-09

Ma r-09
Dec-08
J un-08

Oct-08
J ul-08

AIL SENSEX
55
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Corporate Governance Report (Contd.)

i) Registrar & Share Transfer Agent


M/s Alankit Assignments Limited, New Delhi has been appointed as the Registrar and Share Transfer
Agent of the Company for handling the share transfer work both in physical and electronic form. All
correspondence relating to share transfer, transmission, dematerialization, rematerialization etc can be
made at the following address:
M/s Alankit Assignments Limited
(Unit: Abhishek Industries Limited)
2E/21 Jhandewalan Extension, New Delhi – 110 055
Tel : +91-11-23541234, 42541234, Fax : +91-11-41540064, E-mail: rta@alankit.com
j) Share Transfer System
All physical share transfers, dematerialization etc are handled by M/s Alankit Assignments Limited,
Registrar & Share Transfer Agent of the Company at 2E/21 Jhandewala Extension, New Delhi–110 055.
Share transfers are registered and returned within a period of 7 days from the date of receipt.
k) Distribution of Shareholding
As on March 31, 2009 the distribution of shareholding was as follows:
Shareholders Shareholding
Shareholding of nominal value in Rs
Number % age Shares % age
Upto 5000 66,818 79.69 1,35,58,624 6.10
5001 to 10000 10,291 12.28 78,96,317 3.55
10001 to 20000 4,169 4.97 61,22,143 2.76
20001 to 30000 1,063 1.27 27,15,994 1.22
30001 to 40000 387 0.46 13,92,385 0.63
40001 to 50000 361 0.43 17,14,408 0.77
50001 to 100000 436 0.52 32,65,365 1.47
100001 and above 321 0.38 18,55,29,439 83.50
Total 83,846 100.00 22,21,94,675 100.00
l) Category wise shareholding as on March 31, 2009
Category No. of shares held % of shareholding
Promoters
Indian Promoters 14,10,43,373 63.48
Institutional Investors
- Mutual Funds 23,398 0.01
- Banks, Financial Institutions 15,07,425 0.68
- FIIs 1,40,34,560 6.32
Others
- Corporate Bodies 2,37,01,343 10.67
- Indian Public 3,95,83,952 17.81
- NRIs/OCBs 22,26,953 1.00
- Shares in Transit 73,671 0.03
Grand Total 222,194,675 100.00 All correspondence
relating to
Distribution of Share Holding share transfer,
transmission,
17.81% 0.03% Promoters
Financial Institutions & Banks
dematerialization,
1.00%
Mutual Funds rematerialization
10.67%
Foreign Institutional Investor etc should be
Bodies Corporates addressed to
6.32%
NRIs
Registrar and Share
Public
0.01% Transfer Agent
0.68% 63.48% Shares In Transit
56 Abhishek Industries Limited
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Corporate Governance Report (Contd.)

m) Details of shares held more than 1 percent as on March 31, 2009


Name of shareholder No. of shares held % of shareholding
Madhuraj Foundation 7,95,38,423 35.80
Citicorp Banking Corporation 1,35,95,152 6.12
Punjab State Industrial Development
77,15,596 3.47
Corporation Limited
Smt Mayadevi Trust 38,79,480 1.75
Madhuraj Foundation Limited 4,93,21,608 22.20
Prudent Traders Private Limited 1,88,60,000 8.49
n) Dematerialization of Shares
The equity shares of the Company are compulsory traded and settled only in the dematerialized form
under ISIN No. INE 064C01014.
The details of the equity shares of the Company dematerialized as on March 31, 2009 is given
hereunder:
As on 31.03.2009 As on 31.03.2008
Particulars
No. of shares % age No. of shares % age
No of shares dematerialized 9,32,75,616 41.98 9,26,91,760 47.73
- NSDL 4,53,69,268 20.42 8,52,24,767 43.89
- CDSL 4,79,06,348 21.56 74,66,993 3.84
No. of shares in physical form 12,89,19,059 58.02 10,15,02,915 52.27
Total 22,21,94,675 100.00 19,41,94,675 100.00
o) Correspondence received/resolved
Number of letters (April 2008 – Mar 2009)
Nature
Received Attended Pending
Transfer of Shares 6 6 Nil
Dividend/Revalidation 135 135 Nil
Duplicate shares 45 45 Nil
Loss of shares 86 86 Nil
SEBI/Stock Exchange 15 15 Nil
Change of Address 463 463 Nil
Conversion 122 122 Nil
Misc. like Demat / Mandate / Nomination / POA / 317 317 Nil
Shareholders
Annual Report / Transmission etc.
who have not
Total 1189 1189 Nil
yet encashed
their dividend p) Share transfer/demat requests in process
As on March 31, 2009, no request for the transfer of the shares or demat of the shares for
warrants for the dematerlization was in process.
year 2005-6 may q) Warrants and Stock Options
approach the 1. The Company has granted options to its employees under Abhishek Employee Stock Options
Company for Plan, 2007. Total 79,01,462 options were granted to eligible employees on July 9, 2007 by the
Compensation Committee as per the terms & conditions of Abhishek Employee Stock Options
re-validation, Plan, 2007. As per the terms of the plan, the Company can allot a maximum of 99,09,733 options
issue of duplicate to eligible employees from time to time. One option entitles the participant for one equity share
warrants, etc of the Company subject to fulfillment of vesting criteria. Since these are the options given to
participants, the exact impact on the paid up capital of the Company depends on exercise of rights
57
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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Corporate Governance Report (Contd.)

of participants to convert these options into equity shares of the Company. There has not been
any exercise of option during the financial year 2008-9.
2. The outstanding two crores eighty lacs (2,80,00,000) warrants of the face value of Rs 10/- each
allotted on preferential basis on July 9, 2007, have been converted into equivalent number of
equity shares of the Company on January 3, 2009, for cash at a premium of Rs. 11.30/- per equity
share.
The Company has no other outstanding convertible instrument.
r) Exchange of shares of erstwhile Varinder Agro Chemicals Limited with Abhishek Industries
Limited
After merger of Varinder Agro Chemicals Limited (VACL) with Abhishek Industries Limited (AIL), the
Company has allotted 70 fully paid equity shares of AIL for every 24 fully paid equity shares of VACL.
The Company sent individual letters to all the shareholders of VACL to exchange their share certificates
of VACL for share certificates of AIL.
The shareholders who are still holding shares of erstwhile VACL are requested to surrender their share
certificates of VACL at the Corporate office of the Company at E - 212 Kitchlu Nagar, Ludhiana –
141001 to get the share certificates of AIL.
s) Unclaimed Dividend
Shareholders who have not yet encashed their dividend warrants for the year 2005-6 may approach the
Company for re-validation, issue of duplicate warrants, etc. Dividend which remains unpaid/unclaimed
over a period of 7 years shall be transferred to the Investor Education and Protection Fund as per the
law.
t) Nomination
Shareholders holding shares in physical form and desirous of making nomination in respect of their
shareholding in the company are requested to submit their request to Company in Form 2B.

u) Plant Locations
The Company’s manufacturing facilities are located at the following locations:
Paper and
Yarn Division Terry Towel Division
Chemicals Division
Trident Complex, Trident Complex, Trident Complex, Trident Complex,
Raikot Road, Barnala - Hoshangabad Road, Mansa Road, Dhaula, Mansa Road, Dhaula,
148 101 Budni, Barnala - 148 107 Barnala - 148 107
Punjab Sehore-466 445 Punjab Punjab
Madhya Pradesh

v) Address of Subsidiaries
US subsidiary Europe subsidiary* Indian subsidiary
Abhishek Industries Inc. Abhishek Europe SA Abhishek Global Ventures Ltd.
295 Fifth Avenue Place Pury 3 Trident Complex
Suite 909, New York C/o Cabinet Béguin D’expertise Raikot Road
NY 10016, USA Fiscale CBEF SA Barnala, Punjab
2001 Neuchâtel, Switzerland
* The Company disinvested its entire holding in Abhishek Europe SA and accordingly Abhishek Europe
SA has cease to be a subsidiary of the Company w.e.f. May 18, 2009
w) Address for Correspondence
Abhishek Industries Limited
E- 212, Kitchlu Nagar, Ludhiana 141 001, Punjab, India
Phone Nos. +91-161-5039999, 5038888; Fax No. +91-161-5039900,5038800;
e-mail ID: investor@tridentindia.com; website: www.tridentindia.com
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CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of
Abhishek Industries Limited

We have examined the compliance of conditions of Corporate governance by Abhishek Industries Limited for the year ended March 31, 2009, as
stipulated in clause 49 of the Listing Agreements of the said Company with stock exchanges.
The Compliance of conditions of Corporate governance is the responsibility of the management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with
the conditions of Corporate governance as stipulated in the above mentioned Listing Agreements.
We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

For Deloitte Haskins & Sells


Chartered Accountants
Manjula Banerji
Place: New Delhi Partner
Date: May 15, 2009 Membership No. 086423
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Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

We have reviewed financial statements and cash flow statement for the year April 1, 2008 to March 31, 2009 and to the best of our knowledge
and belief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statement that might be
misleading;
ii) These statements together present a true & fair view of the Company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations;
iii) No transaction entered into by the Company during the abovesaid period which are fraudulent, illegal or violative of the Company’s Code of
Conduct.
Further, we accept that it is our responsibility to establish and maintain internal controls for financial reporting. Accordingly, we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial statements and have disclosed to the auditors and Audit
Committee, wherever applicable:
a) deficiencies in the design or operation of internal controls, if any, which came to our notice and steps have been taken/proposed to be taken
to rectify these deficiencies;
b) Significant changes in internal control over financial reporting during the year;
c) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;
d) Instances of significant fraud of which we became aware and the involvement therein, if any, of the management or an employee having a
significant role in the Company’s internal control system over financial reporting.

Place: New Delhi (Arun Goyal) (Rajinder Gupta)


Date : May 15, 2009 Chief Financial Officer Managing Director

COMPLIANCE WITH CODE OF CONDUCT


The Company has adopted “Combined Code of Corporate Governance & Conduct”. This code deals with the ‘Governance Practices’ which the
Company is expected to follow and ‘Code of Conduct’ for Board members and Senior Management of the Company.
It is hereby affirmed that during the year 2008-9, all the Directors and Senior Managerial personnel have complied with the Code of Conduct and
have given a confirmation in this regard.

Place: New Delhi (Pawan Jain) (Rajinder Gupta)


Date : May 15, 2009 Company Secretary Managing Director
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AUDITORS’ REPORT

To the Members of
Abhishek Industries Limited
1. We have audited the attached balance sheet of Abhishek (d) in our opinion, the balance sheet, profit and loss account
Industries Limited as at March 31, 2009 and also the profit and cash flow statement dealt with by this report comply
and loss account and the cash flow statement of the Company with the accounting standards referred to in Section
for the year ended on that date, annexed thereto. These 211(3C) of the Companies Act, 1956;
financial statements are the responsibility of the Company’s (e) on the basis of written representations received from
management. Our responsibility is to express an opinion on directors as on March 31, 2009 and taken on record by the
these financial statements based on our audit. Board of Directors, we report that none of the directors is
2. We conducted our audit in accordance with auditing standards disqualified as on March 31, 2009 from being appointed as
generally accepted in India. Those standards require that we a director in terms of Section 274(1)(g) of the Companies
plan and perform the audit to obtain reasonable assurance Act , 1956; and
about whether the financial statements are free of material (f) as indicated in note 18 in Schedule 18 the possible loss
misstatement. An audit includes examining, on a test basis, on valuation of open put derivative options, in view of the
evidence supporting the amounts and disclosures in the reasons stated therein could not be determined by the
financial statements. An audit also includes assessing the Company. The ultimate outcome of these transactions
accounting principles used and significant estimates made and their effect on these accounts cannot be ascertained
by management, as well as evaluating the overall financial at this stage.
statement presentation. We believe that our audit provides a subject to above, in our opinion and to the best of our
reasonable basis for our opinion. information and according to the explanations given to
3. As required by the Companies (Auditor’s Report) Order, 2003, us, the said accounts give the information required by the
issued by the Central Government of India in terms of Section Companies Act, 1956 in the manner so required and give
227(4A) of the Companies Act, 1956, we enclose in the a true and fair view in conformity with the accounting
annexure a statement on the matters specified in paragraphs principles generally accepted in India:
4 and 5 of the said Order. - in the case of the balance sheet, of the state of

4. Further to our comments in the annexure referred to in affairs of the Company as at March 31, 2009;

paragraph 3 above, we report that: - in the case of the profit and loss account, of the
loss of the Company for the year ended on that
(a) we have obtained all the information and explanations,
date; and
which to the best of our knowledge and belief were
- in the case of the cash flow statement, of the cash
necessary for the purposes of our audit;
flows for the year ended on that date.
(b) in our opinion, proper books of account as required by law
have been kept by the Company so far as appears from our
For Deloitte Haskins & Sells
examination of those books;
Chartered Accountants
(c) the balance sheet, profit and loss account and cash flow Manjula Banerji
statement dealt with by this report are in agreement with Place: New Delhi Partner
the books of account; Date: May 15, 2009 Membership No. 086423
61
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Auditors’ Report (Contd.)

ANNEXURE referred to in paragraph ‘3’ of the auditors’ report to the members of Abhishek
Industries Limited on the accounts for the year ended March 31, 2009.
i) a) The Company is maintaining proper records showing full to us, the inventories have been physically verified by
particulars including quantitative details and situation of the management during the year. However, in respect
its fixed assets. of certain items, the inventories were verified by the
b) According to the information and explanations given to management on a visual estimation which has been relied
us, a portion of fixed assets has been physically verified upon by us. In our opinion, the frequency of verification is
by the management during the year in accordance with reasonable.
a phased programme of verification of all assets within a b) In our opinion and according to the information and
period of 3 years, adopted by the Company. In our opinion, explanations given to us, the procedures of physical
the frequency of verification is reasonable having regard to verification of inventories followed by the management
the size of the Company and the nature of its fixed assets. are reasonable and adequate in relation to the size of the
The discrepancies noticed on such verification were not Company and the nature of its business.
material and have been properly dealt with in the books of c) On the basis of our examination of the records of inventories,
account. we are of the opinion that the Company is maintaining
c) In our opinion and according to information and proper records of inventories. The discrepancies noticed
explanations given to us, a substantial part of the fixed on physical verification of inventories as compared to book
assets has not been disposed off by the Company during records were not material and have been properly dealt
the year. with in the books of account.
ii) a) According to the information and explanations given

iii) a) The Company has granted unsecured loans to companies, firms or other parties covered in the register maintained under Section 301
of the Companies Act, 1956, the details of which are as under:
No of Amount involved
Parties (Rs millions)
Balance at the beginning of the year. 1 111.3
Loans granted during the year including funded interest. 1 34.4
Balance at the end of the year 1 145.7
b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the
Company.
c) According to the information and explanations given to us, the loans, as referred to in paragraph (iii) (a), is repayable on demand along
with interest and the same has not been recalled. Accordingly, paragraph 4(iii) (d) of the Order is not applicable.
d) According to the information and explanations given to us, the Company has, during the year, not taken any loans, secured or unsecured,
from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly,
paragraphs 4 (iii) (e), (f) and (g) of the Order are not applicable.
iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and
services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come
across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.
62 Abhishek Industries Limited
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Auditors’ Report (Contd.)

v) a) According to the information and explanations given to vii) In our opinion and according to the information and explanations
us, the particulars of contracts or arrangements referred given to us, the Company has an internal audit system
to in Section 301 of the Companies Act, 1956 have been commensurate with its size and the nature of its business.
entered in the register required to be maintained under viii) We have broadly reviewed the books of account maintained
that section. by the Company in respect of products where, pursuant to the
b) In our opinion and according to the information and Rules made by the Central Government, the maintenance of
explanations given to us, the transactions made in cost records has been prescribed under Section 209(1) (d) of
pursuance of contracts or arrangements entered in the the Companies Act, 1956 and are of the opinion that, prima
register maintained under Section 301 of the Companies facie, the prescribed accounts and records have been made and
Act, 1956 and exceeding the value of Rs five lacs in maintained. We have however not made a detailed examination
respect of any party during the year have been made at of the records with a view to determining whether they are
prices which are reasonable having regard to prevailing accurate or complete.
market prices at the relevant time except in the case of ix) a) According to the information and explanations given
items stated to be of specialized nature for which, as to us and the records of the Company examined by us,
informed, there are no alternate sources of supply to the Company has been regular in depositing undisputed
enable a comparison of the prices paid/ charged. statutory dues including provident fund, investor education
vi) According to the information and explanations given to us, the and protection fund, employees’ state insurance, income-
Company has not accepted deposits from the public within the tax, sales tax, wealth tax, service tax, customs duty, excise
meaning of Section 58A, Section 58AA or any other relevant duty, cess and other material statutory dues applicable to
provisions of the Companies Act, 1956 and the Companies it. We are informed that there are no undisputed statutory
(Acceptance of Deposits) Rules, 1975. Accordingly, paragraph dues as at the year end outstanding for a period of more
4(vi) of the Order is not applicable. than six months from the date they became payable other
than Work Contract Tax amounting to Rs 167,676.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues
of customs duty, wealth tax and cess matters. The details of disputed sales tax, excise duty, service tax and income-tax dues which
have not been deposited by the Company with the authorities as at March 31, 2009 are as follows:
(Rs million)
S.No Statute Nature Forum where pending Amount Amount paid Year to which the
involved under protest amount relates
1 Sales Tax Act Sales Tax Deputy Commissioner Excise and Taxation 0.2 0.1 2003-04
2 Central Excise Excise Duty Customs, Excise and Service Tax Appellate 3.7 - 2002-03
Law Tribunal
3 Service Tax Act Service Tax Customs, Excise and Service Tax Appellate 0.7 - 2004-05 and
Tribunal 2005-06
4 Income Tax Act Income Tax Income Tax Appellate Tribunal 8.9 4.7 2002-03 and
2003-04
5 Income Tax Act Income Tax Commissioner of Income Tax (Appeals) 121.0 91.0 2004-05
6 Income Tax Act Penalty Commissioner of Income Tax (Appeals) 0.2 0.1 1995-96

The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
(Rs million)
Statute Nature Amount Period to which amount relates Forum where Department has preferred appeals
of dues
Central Excise Excise Duty 48.4 2004-05, 2005-06 and Customs, Excise and Service Tax Appellate Tribunal
Law 2006-07
Service Tax Act Service Tax 1.3 2004-05 and Customs, Excise and Service Tax Appellate Tribunal
2005-06
Income Tax Act Interest 1.7 1989-90 and High Court
1990-91
63
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

Auditors’ Report (Contd.)

x) The Company does not have accumulated losses as at March xviii) During the previous year the Company issued 28,000,000
31, 2009. Further, the Company has not incurred cash losses warrants carrying an option to holder of such warrants to
during the financial year ended March 31, 2009 and in the subscribe one equity share of Rs 10 each at a premium of Rs
immediately preceding year ended March 31, 2008. 11.30 per share on preferential basis in accordance with SEBI
xi) According to the records of the Company examined by us and (Disclosure and Inventor Protection) Guidelines, 2000. During
the information and explanations given to us, the Company, the year, these warrants were transferred to a Promoter Group
during the year, has not defaulted in repayment of dues to Company, pursuant to the merger of the original allottee
financial institutions and banks. The Company has not issued with the Promoter Group Company covered in the register
any debentures during the year. maintained under Section 301 of the Companies Act, 1956.
Pursuant to the terms of these warrants the Company has
xii) The Company has not granted any loans and advances on the
issued 17,700,000 equity shares on a preferential basis to the
basis of security by way of pledge of shares, debentures and
party covered under Section 301 of the Companies Act, 1956.
other securities.
In our opinion and as per the information and explanations
xiii) The provisions of special statute as specified under paragraph given to us the price at which the equity shares have been
4(xiii) of the Order are not applicable to the Company. issued are not prejudicial to the interest of the Company.
xiv) According to the information and explanations given to us, xix) The Company has not issued any debentures during the year.
the Company is not dealing or trading in shares, securities,
xx) The Company has not raised money by way of public issue
debentures and other investments.
during the year.
xv) In our opinion and according to the information and explanations
xxi) Based upon the audit procedures performed and the
given to us, the terms and conditions on which the Company
information and explanations given by the management, we
has given guarantees for loans taken by others from banks or
report that no fraud on or by the Company has been noticed or
financial institutions are not prejudicial to the interest of the
reported during the year ended March 31, 2009.
Company.
xvi) In our opinion and according to the information and explanations
given to us, the term loans taken during the year have been
applied for the purpose for which they were obtained.
xvii) According to the information and explanations given to us
For Deloitte Haskins & Sells
and on an overall examination of the balance sheet of the
Chartered Accountants
Company, we report that during the year short term funds
have been utilized towards losses of Rs 530.4 million incurred Manjula Banerji
during the year, including provision for foreign exchange losses Place: New Delhi Partner
(marked to market on forward contract) of Rs 419.0 million. Date: May 15, 2009 Membership No. 086423
64 Abhishek Industries Limited
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BALANCE SHEET as at March 31, 2009


(Rs million)
Schedule As at As at
Particulars
No. March 31, 2009 March 31, 2008
I SOURCES OF FUNDS
1 Shareholders' funds
a) Share capital 1 2,221.9 1,941.9
b) Reserves and surplus 2 2,241.5 2,450.5
c) Equity warrants 3 - 4,463.4 60.0 4,452.4
2 Loan funds
a) Secured loans 4 15,536.9 12,828.1
b) Unsecured loans 5 32.1 15,569.0 27.8 12,855.9
3 Deferred tax liability (Refer Note 8) 329.0 644.6
Total 20,361.4 17,952.9
II APPLICATION OF FUNDS
1 Fixed assets 6
a) Gross block 21,032.1 13,273.2
b) Less : Depreciation 6,315.2 5,201.2
c) Net block 14,716.9 8,072.0
d) Capital work in progress 7 2,093.7 16,810.6 6,338.6 14,410.6
2 Investments 8 1,187.1 757.5
3 Current assets, loans and advances 9
a) Inventories 2,110.0 2,252.1
b) Sundry debtors 602.1 386.6
c) Cash and bank balances 201.1 397.6
d) Loans and advances 1,885.1 1,554.4
4,798.3 4,590.7
Less : Current liabilities and provisions 10
a) Liabilities 2,342.1 1,699.9
b) Provisions 92.5 106.0
2,434.6 1,805.9
Net current assets 2,363.7 2,784.8
Total 20,361.4 17,952.9
Notes to the accounts 18 - -

As per our report attached For and on behalf of the Board


For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
65
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

PROFIT & LOSS ACCOUNT for the year ended March 31, 2009
(Rs million)
Schedule For the year ended For the year ended
Particulars
No. March 31, 2009 March 31, 2008
INCOME
Gross turnover 15,456.1 12,062.2
Less: Excise duty 249.3 195.5
Less: Inter divisional transfers 1,226.2 1,380.0
Turnover 13,980.6 10,486.7
Other income 11 79.4 160.0
Total 14,060.0 10,646.7
EXPENDITURE
Raw materials consumed 7,105.6 5,314.3
Manufacturing expenses, etc. 12 1,834.2 1,578.0
Personnel expenses 13 1,285.4 1,230.3
Administrative and other expenses 14 438.1 316.3
Selling expenses 15 716.7 675.2
(Increase)/decrease in work in process and finished goods 16 81.9 (7.3)
Increase/(decrease) in excise duty on finished goods (7.2) (0.1)
Total 11,454.7 9,106.7
Profit before financial expenses, depreciation & tax 2,605.3 1,540.0
Financial expenses 17 833.2 473.2
Depreciation 1,159.3 863.8
Profit for the year before extraordinary/exceptional
612.8 203.0
item and tax
Foreign exchange gain/(loss) (1,440.7) 278.1
(Loss)/Profit for the year after extraordinary/ (827.9) 481.1
exceptional item before tax
Less: Provision for taxation
- Current tax - 52.3
- Deferred tax liability/(asset) (315.6) (23.6)
- Fringe benefit tax 11.5 (304.1) 12.0 40.7
MAT credit entitlement - (12.6)
Provision for income tax for earlier years 6.6 53.5
(Loss)/Profit after tax (530.4) 399.5
Balance brought forward from previous year 2,146.7 1,756.8
Adjustment on account of employees' benefit - (9.6)
[Net of deferred tax of Rs Nil (Previous year Rs 4.9 million)]
(Refer Note 8)
Balance carried to balance sheet 1,616.3 2,146.7
Earning per share
(equity shares, nominal value Rs 10 each) (Note 10)
- Basic (2.64) 2.06
- Diluted (2.64) 2.02
Notes to the accounts 18

As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
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CASH FLOW STATEMENT for the year ended March 31, 2009
(Rs million)
Particulars Current year Previous year
A CASH FLOW FROM / (USED) IN OPERATING ACTIVITIES
Net Profit before tax (827.9) 481.1
Adjustments for:
Depreciation 1,159.3 863.8
Financial expenses 833.2 473.2
Interest received on fixed deposits and from customers (35.9) (38.0)
Doubtful debts/ advances written off 0.1 1.4
Provision for doubtful debts/ advances 17.3 -
Provision for diminution in value of investments 81.7 32.8
Provisions no longer required written back (5.8) (10.8)
Profit on sale of current investments (non trade) (8.9) (59.6)
Loss on sale of current investments (non trade) 31.1 2.3
Dividend from, non-trade, unquoted, current investments (3.2) (6.9)
Loss on sale of fixed assets 2.4 8.3
Profit on sale of fixed assets (3.6) 2,067.7 (51.6) 1,214.9
Operating profit before working capital changes 1,239.8 1,696.0
Adjustments for:
(Increase)/decrease in trade and other receivables (520.5) (494.1)
(Increase)/decrease in inventories 142.1 89.9
Increase/(decrease) in trade payables and other liabilities 975.0 596.6 147.8 (256.4)
Cash generated from operations 1,836.4 1,439.6
Income tax paid (22.8) (85.3)
Net cash from / used in Operating activities 1,813.6 1,354.3
B CASH FLOW FROM / (USED) IN INVESTING ACTIVITIES
Purchase of fixed assets (3,904.9) (4,289.4)
Sale of fixed assets 7.2 544.7
Purchase of investments (2,035.1) (2,841.1)
Share application money to a wholly own subsidiary (5.0) (60.0)
Share application money paid to others (31.0) -
Sale of investments 1,504.8 2,572.5
Subsidy received from government 5.0 8.0
Interest received 28.8 33.9
Net cash from / used in Investing activities (4,430.2) (4,031.4)
C CASH FLOW FROM/(USED) IN FINANCING ACTIVITIES
Proceeds from issue of equity shares on conversion of warrants 536.4 -
Proceeds from issue of equity warrants - 60.0
Proceeds from long term borrowings 2,799.9 3,829.3
Repayment of long term borrowings (1,543.8) (1,171.3)
Changes in working capital loans/short term borrowings 1,457.0 298.8
Dividend paid - (0.2)
Interest paid (829.4) (474.1)
Net cash from/used in financing activities 2,420.1 2,542.5
Net increase/(decrease) in cash and cash equivalents (196.5) (134.6)
Cash and cash equivalents as at April 1, 2008 397.6 532.2
Cash and cash equivalents as at March 31, 2009 201.1 397.6
Notes to the accounts Schedule 18

As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
67
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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SCHEDULES annexed to and forming part of the accounts


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 1 - SHARE CAPITAL
Authorised
50,00,00,000 (Previous year 50,00,00,000) Equity shares of Rs 10 each 5,000 .0 5,000.0
10,00,00,000 (Previous year 10,00,00,000) Preference shares of Rs 10 each 1,000.0 1,000.0
6,000.0 6,000.0
Issued, subscribed and paid up
22,21,94,675 (Previous year 19,41,94,675) Equity shares of Rs 10 each fully paid up. 2,221.9 1,941.9
Of the above :
3,46,29,630 Equity shares of Rs 10 each have been allotted on July 28, 1999 to the
Shareholders of the erstwhile Abhishek Spinfab Corporation Limited on
amalgamation with the Company vide Order dated May 13, 1999 of the
Hon’ble High Court for the States of Punjab and Haryana at Chandigarh,
without payment being received in cash;
9,36,97,545 Equity shares of Rs 10 each have been allotted on March 28, 2002 to
the Shareholders of the erstwhile Varinder Agro Chemicals Limited on
amalgamation with the Company vide Order dated January 3, 2002 of the
Hon’ble High Court for the States of Punjab and Haryana at Chandigarh,
without payment being received in cash; and
2,80,00,000 Equity shares issued for cash at a premium of Rs 11.30 per share during
the year, (Refer Note 19).
2,221.9 1,941.9
SCHEDULE 2 - RESERVES AND SURPLUS
Capital reserve
Opening balance 81.6 73.6
Addition during the year 5.0 86.6 8.0 81.6
Share premium account
Opening balance 222.2 222.2
Addition during the year (Refer Note 20) 316.4 538.6 - 222.2
Surplus, being balance in profit and loss account
Opening balance 2,146.7 1,756.8
Less: Adjustment on account of employees' benefit - 9.6
(Net of deferred tax of Rs Nil (Previous year Rs 4.9 million)
2,146.7 1,747.2
Addition/(deduction) during the year (530.4) 1,616.3 399.5 2,146.7
2,241.5 2,450.5
SCHEDULE 3 - EQUITY WARRANTS
Nil (Previous year 2,80,00,000) equity warrants, allotted on a preferential basis, carrying an - 60.0
option to the holder of such warrants to subscribe to one equity share of Rs10 each at a
premium of Rs 11.30 per share for every warrant held, within 18 months from the date of
allotment (i.e. from July 9, 2007.) (Refer Note 19)
- 60.0
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SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 4 - SECURED LOANS
Loans from banks
Term loans 11,382.2 10,053.3
Cash credits/working capital loans 4,008.5 2,555.8
Vehicle loans 22.2 23.9
Other loans
Term loans from financial institutions 124.0 195.1
15,536.9 12,828.1
Term loans
Term loans from banks and financial institutions are secured by way of equitable mortgage created or to be created on all the present and future
immovable properties including all buildings, structures and all plant and machinery attached thereon of the Company and hypothecation of all
the movable properties including movable machinery spares, tools and accessories, etc., present and future, subject to prior charges created and/
or to be created in favour of the Company’s bankers on stocks of raw materials, semi finished and finished goods, consumable stores and other
movables, as may be required for working capital requirements in the ordinary course of business. The mortgages and charges referred to above
rank pari-passu or otherwise as mentioned above. (Amount due within one year Rs 2,399.1 million; Previous year Rs 1,440.5 million)
Cash credits/working capital loans
Cash credit/working capital loans are secured by hypothecation of raw materials, semi finished and finished goods, stock-in-process, consumable
stores, other movable assets and book debts, present and future, of the Company. The limits are further secured by way of second pari passu
charge on the immovable properties of the Company.
Vehicles loans
Vehicle loans are secured by hypothecation of vehicles acquired against such loans. (Amount due within one year Rs 7.2 million; Previous year
Rs 7.4 million).

(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 5 - UNSECURED LOANS
Short term deposits from customers 32.1 27.8
32.1 27.8
SCHEDULE 6 - FIXED ASSETS
(Rs million)
Gross Block Depreciation Net Block
As at Additions Sales/ As at As at Sales/ Upto As at As at
For the
Particulars March 31, during the Adjust- March 31, March 31, Adjust- March 31, March 31, March 31,
year
2008 year ment 2009 2008 ment 2009 2009 2008
Tangible Assets
Land
- Freehold 438.3 94.6 - 532.9 - - - - 532.9 438.3
- Leasehold 29.3 7.7 - 37.0 3.5 0.5 - 4.0 33.0 25.8
*
Buildings 1,971.5 589.4 - 2,560.9 281.3 64.8 - 346.1 2,214.8 1,690.2
#
Plant and machinery 10,362.1 7,037.1 45.5 17,353.7 4,694.8 1,043.9 43.1 5,695.6 11,658.1 5,667.3
Furniture and fixtures 173.8 49.6 0.2 223.2 79.6 12.1 - 91.7 131.5 94.2
Vehicles 82.9 11.7 5.4 89.2 28.4 7.7 2.0 34.1 55.1 54.5
Computers 111.9 13.0 0.2 124.7 42.7 16.0 0.2 58.5 66.2 69.2
Intangible Assets
Software 103.4 7.1 - 110.5 70.9 14.3 - 85.2 25.3 32.5
Current year 13,273.2 7,810.2 51.3 21,032.1 5,201.2 1,159.3 45.3 6,315.2 14,716.9
Previous year 12,101.0 1,711.4 539.2 13,273.2 4,375.2 863.8 37.8 5,201.2 8,072.0
Notes:
1. Additions to plant and machinery on account of exchange fluctuation in long term monetory items includes Rs 228.1 million (Previous year
Rs Nil), as a part of project and preoperative expense and Rs 78.1 million (Net of exchange gain of Rs 2.5 million for the year 2007-08)
capitalised pursuant of notification issued by National Advisory Committee on Accounting Standard dated 31.03.2009 (Refer Note 21).
* Building includes Rs 16.0 million being expenses incurred by the Company towards construction of canal for sourcing of water,
ownership of which belongs to Government of Punjab (Department of Irrigation), amortised over a period of five years.
#
Plant and machinery includes Rs 15.5 million being expenses incurred by the Company towards laying of feeder line, ownership of
which belongs to Punjab State Electricity Board, amortised over a period of five years.
69
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 7 - CAPITAL WORK IN PROGRESS
Building under construction 469.8 639.3
Machinery under erection 1,224.6 4,494.0
Capital advances 101.7 454.2
Project and pre-operative expenses pending allocation (Refer Note 12) 297.6 751.1
2,093.7 6,338.6
SCHEDULE 8 - INVESTMENTS (UNQUOTED, AT COST UNLESS OTHERWISE STATED)
Long Term (Trade) Subsidiaries
1,000 (Previous year 1,000) equity shares of CHF 100 each fully paid up, of 3.6 3.6
Abhishek Europe SA. (A subsidiary incorporated in Switzerland)

50,000 (Previous year 50,000) equity shares of Rs 10 each fully paid up of Abhishek 0.5 0.5
Global Ventures Limited
50,000 (Previous year 50,000) common stocks of USD 1 each fully paid up of - -
Abhishek Industries Inc. (A wholly owned subsidiary, incorporated in USA)
4.1 4.1
Long Term Others
Trade
50,00,000 (Previous year 50,00,000) 7% Non cumulative redeemable preference 50.0 50.0
shares of Rs 10 each fully paid up of Praneel Innovations Limited (Investment
in a company under same management as per Section 370 (1B) of the
Companies Act, 1956)
50,00,000 (Previous year 50,00,000) 7% non cumulative redeemable preference shares 50.0 50.0
of Rs 10 each fully paid up of IOL Chemicals & Pharmaceuticals Limited.
1,60,000 (Previous year 1,60,000) equity shares of Rs 10 each fully paid up of Nimbua 1.6 1.6
Greenfield (Punjab) Limited
50,000 (Previous year 50,000) equity shares of Rs 10 each fully paid up of Trident 0.5 0.5
Agritech Limited (formerly known as Madhuraj Agrotech Limited - Investment
in a company under same management as per Section 370 (1B) of the
Companies Act, 1956)
1,00,00,000 (Previous year 1,00,00,000) equity shares of Rs 10 each fully paid up of 100.0 100.0
Lotus Integrated Texpark Limited
202.1 202.1
Non Trade
32,000 (Previous year 32,000) units of face value of Rs 1,000 each, Rs 350 per 11.2 9.6
unit, paid up of Kotak India Venture Fund (Private Equity fund)
1,000 (Previous year 1,000) units of face value of Rs 1,00,000 each, Rs 3,000 per 3.0 3.0
unit, paid up of Kotak India Growth Fund (Private Equity fund)
50 (Previous year 50) non convertible redeemable debentures of Citi Corp 50.0 50.0
Finance, Series 195 of face value of Rs 10,00,000 each
64.2 62.6
Less: Dimunition in value of investment 28.8 -
35.4 62.6
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SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 8 - INVESTMENTS (Unquoted, at cost unless otherwise stated) (Contd.)
Current (Non Trade) (Unquoted, at cost or fair value, whichever is lower)
Equity linked mutual funds
10,00,000 (Previous year 10,00,000) units of face value of Rs 10 each of Kotak Dynamic 10.0 9.3
Asset Allocation
10,81,410 (Previous year 10,81,410) units of face value of Rs 10 each fully paid up of 10.8 10.8
Kotak Global Emerging Market Fund
9,75,073 (Previous year 9,75,073) units of face value of Rs 10 each fully paid up of JM 16.1 16.1
Small & Mid Cap Fund-Regular Dividend Plan
6,29,752 (Previous year 6,29,752) units of face value of Rs 10 each fully paid up of 7.0 7.0
Fidelity Intl. Opportunities Fund -Growth
4,88,998 (Previous year 4,88,998) units of face value of Rs 10 each fully paid up of JM 5.0 5.0
Contra Fund Dividend plan
5,83,470 (Previous year 5,83,470) units of face value of Rs 10 each fully paid up of 13.0 13.0
Principal Large Cap Fund
6,18,283 (Previous year 3,18,831) units of face value of Rs 10 each fully paid up of IDFC 13.0 7.0
Premier Equity Fund -Growth** (2,99,452 units acquired during the year)
2,44,499 (Previous year 2,44,499) units of face value of Rs 10 each fully paid up of ICICI 2.5 2.5
Prudential Indo Asia Equity Fund - Retail Growth
7,50,000 (Previous year 7,50,000) units of Rs 10 each fully paid up of SBI Infrastructure 7.5 7.5
Fund - Growth
12,50,000 (Previous year 12,50,000) units of Rs 10 each fully paid up of SBI Infrastructure 12.5 12.5
Fund - Dividend
37,217 (Previous year 37,217) units of face value of Rs 10 each fully paid up of DSP 2.0 2.0
India Tiger Fund - Growth
20,00,000 (Previous year 20,00,000) units of Rs 10 each fully paid up of Sundaram BNP 20.0 20.0
Paribas-Energy Opportunities Fund - Dividend
9,77,995 (Previous year 9,77,995) units of face value of Rs 10 each of Reliance Natural 10.0 10.0
Resources Fund Dividend Payout
1,94,035 (Previous year 1,40,865) units of face value of Rs 10 each of Reliance Growth 13.0 10.0
Fund - Dividend Plan ** (53,170 units acquired during the year)
1,50,127 (Previous year 1,50,127) units of face value of Rs 10 each of Reliance Banking 10.0 10.0
Fund
Repurchase price Rs 75.9 million (Previous year Rs 127.3 million) 152.4 142.7
Less: Diminution in value of investments 76.5 20.7
75.9 122.0
Debt based mutual funds
Nil (Previous year 1,09,771) units of face value of Rs 10 each of Reliance Liquid, - 120.0
Plus - Institutional Option - Growth*
Nil (Previous year 29,79,663) units of face value of Rs 10 each of Grindlays - 30.0
Super Saver Income - ST Plan C Fortnightly Dividend*
Nil (Previous year 1,16,527) units of face value of Rs 10 each fully paid up of - 2.3
ICICI Prudential Liquid Plan Institutional Plus - Growth Option*
Nil (Previous year 2,53,896) units of face value of Rs 10 each fully paid up of - 3.2
IDFC Floating Rate Fund- Long Term Institutional Plan B*
Nil (Previous year 70,25,716) units of face value of Rs 10 each fully paid up of - 98.2
Magnum Insta Cash Liquid Floater-Growth*
3,46,35,779 (Previous year Nil) units of face value of Rs 10 each fully paid up of Magnum 680.1 -
Insta Cash - Cash Option - Growth**
3,39,554 (Previous year Nil ) units of face value of Rs 10 each fully paid up of Principal 4.1 -
Income Fund - Dividend**
72,55,157 (Previous year Nil ) units of face value of Rs 10 each fully paid up of Principal 100.0 -
Floating Rate SMP - Growth**
Repurchase price Rs 784.5 million (Previous year Rs 253.8 million) 784.2 253.7
71
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Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 8 - INVESTMENTS (Unquoted, at cost unless otherwise stated) (Contd.)
Investment under portfolio management services #
Kotak Securities Limited
30,09,103 (Previous year Nil) units in Kotak Floater Long Term (G)** 41.3 -
Nil (Previous year 2,38,649) units in K Liquid- Institutional Dividend Plan* - 2.4
Repurchase price Rs 41.8 million (Previous year Rs 2.4 million) 41.3 2.4
Equity Shares- Quoted (Non-Trade)
Nil (Previous year 39,152) equity shares of face value of Re. 1 each fully paid up - 9.4
of Zee Entertainment Enterprises Limited*
Nil (Previous year 2,032) equity shares of face value of Rs 2 each fully paid up of - 6.2
Larsen & Toubro Limited*
30,455 (Previous year 18,449) equity shares of face value of Rs 10 each fully paid up 8.3 17.6
of ICICI Bank Limited** (18,449 equity shares sold and 30,455 equity shares
acquired during the year)
Nil (Previous year 37,697) equity shares of face value of Rs 10 each fully paid up of - 7.0
GTL Limited*
Nil (Previous year 12,133) equity shares of face value Rs 10 each fully paid up of - 4.9
Bharat Petroleum Corporation Limited*
Nil (Previous year 19,697) equity shares of face value of Rs 10 each fully paid up - 5.8
of Hindustan Petroleum Corporation Limited*
Nil (Previous year 75,988) equity shares of face value of Rs 10 each fully paid up - 3.5
of Mysore Cements Limited*
1,82,246 (Previous year 94,530) equity shares of face value Re 1 each fully paid up of 11.9 7.2
Sun Pharma Advanced Research Company Limited** (87,716 equity shares
acquired during the year)
Nil (Previous year 25,964) equity shares of face value of Rs 10 each fully paid up - 8.0
of ING Vysya Bank Limited*
Nil (Previous year 26,997) equity shares of face value of Rs 10 each fully paid up - 10.2
of Shree Precoated Steels Limited*
Nil (Previous year 17,949) equity shares of face value of Rs 10 each fully paid up - 14.4
of Tata Tea Limited*
Nil (Previous year 34,248) equity shares of face value of Rs 10 each fully paid up - 16.1
of Tata Communications Limited*
1,10,390 (Previous year 62,844) equity shares of face value of Rs 10 each fully paid 15.8 12.4
up of IRB Infrastructure Developers Limited** (47,546 equity shares acquired
during the year)
35,353 (Previous year Nil) equity shares of face value of Rs 10 each fully paid up of 5.6 -
Cairn India Limited**
4,03,487 (Previous year Nil) equity shares of face value of Rs 10 each fully paid up of 11.7 -
Gujarat State Petronet Limited**
Market value Rs 50.5 million (Previous year Rs 115.7 million) 53.3 122.7
Less: Provision for diminution in value 9.2 12.1
44.1 110.6
Total 1,187.1 757.5
* Sold during the year
** Acquired during the year.
# Investments have been made under the Discretionay Portfolio Management Agreement
entered into between the Company and Kotak Securities Limited (Portfolio Managers) and are
being held in the name of the Porfolio Manager as envisaged in the aforesaid Agreement.
Repurchase price of current unquoted investments 902.2 383.5
Aggregate book value of unquoted investments 1,143.0 646.9
Aggregate book value of current quoted investments 44.1 110.6
Market value of current quoted investments 50.5 115.7
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SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 9 - CURRENT ASSETS, LOANS AND ADVANCES
A Current assets
Inventories
Stock in trade *
- Raw materials 1,025.8 1,353.4
- Finished goods 507.3 510.5
- Work in process 357.2 304.2
Stores and Spares ** 219.7 84.0
2,110.0 2,252.1
* At cost or net realizable value, whichever is lower
** At cost or under
Sundry debtors (Unsecured)
Debts outstanding for a period exceeding six months
- Considered good 120.6 81.4
- Considered doubtful 2.1 2.0
122.7 83.4
Less: Provision for doubtful debts 2.1 120.6 2.0 81.4
Others debts considered good 481.5 305.2
602.1 386.6
Cash and bank balances
Cash in hand 20.3 15.7
Balances with scheduled banks in :
- Current accounts 43.8 30.0
- Deposits accounts (including Rs 55.2 million held as margin with banks; Previous year 137.0 351.9
Rs 101.0 million)
201.1 397.6
B Loans and advances (Unsecured, considered good, unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received (Note 15)
- Considered good 932.0 770.2
- Considered doubtful 16.7 -
948.7 770.2
Less: Provision for doubtful debts 16.7 932.0 - 770.2
With customs, excise and port trust authorities 560.1 540.7
Security deposits 177.4 64.1
MAT credit entitlement 76.5 76.5
Share application money to
- a wholly owned subsidiary 65.0 60.0
- others 31.0 -
Advances to a wholly owned subsidiary (Maximum balance outstanding during the year 43.1 42.9
Rs 48.8 million, Previous year Rs 42.9 million)
1,885.1 1,554.4
4,798.3 4,590.7
73
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SCHEDULES annexed to and forming part of the accounts (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 10 - CURRENT LIABILITIES AND PROVISIONS
A Current liabilities
Acceptances 500.7 488.4
Sundry creditors (Refer Note 9) 1,739.7 1,137.8
Deposits and advances 48.7 22.0
Interest accrued but not due on loans 3.1 3.8
Unclaimed dividend* 4.4 4.4
Other liabilities 45.5 43.5
2,342.1 1,699.9
* Will be credited to Investor Education and Protection Fund on the expiry of 7 years from the due date.
B Provisions
Taxation :
- Current tax ( net of advance tax of Rs 431.7 million) 45.2 49.9
- Fringe benefit tax( net of advance tax of Rs 29.8 million) 1.5 1.5
Earned leaves * (Refer Note 7) 43.8 40.0
Gratuity payable (Refer Note 7) 2.0 14.6
92.5 106.0
2,434.6 1,805.9
* Includes provision for short term compensated absences Rs 12.0 million (Previous year Rs 10.7 million).
(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 11 - OTHER INCOME
Insurance claims 5.9 23.0
Profit on sale of fixed assets 3.6 51.6
Loss on sale of fixed assets (2.4) 1.2 (8.3) 43.3
Profit on sale of current investments (non-trade) - 59.6
Less: Provision for dimunition in value of investments - (32.8)
Less: Loss on sale of current investments (non-trade) - - (2.3) 24.5
Dividend from non-trade, unquoted current investments 3.2 6.9
Interest received on fixed deposits and from customers 35.9 38.0
(Tax deducted at source Rs 4.2 million ; Previous year Rs 5.7 million)
Miscellaneous receipts 27.4 13.5
Provisions no longer required written back 5.8 10.8
79.4 160.0
SCHEDULE 12 - MANUFACTURING EXPENSES
Purchase for resale 4.5 6.3
Stores and spares consumed 329.6 265.7
Power and fuel 1,032.5 953.3
Repair to plant and machinery 27.3 21.7
Packing material and charges 431.3 329.2
Job charges 9.0 1.8
1,834.2 1,578.0
SCHEDULE 13 - PERSONNEL EXPENSES
Salaries, wages, bonus and allowances 1,178.7 1,120.1
Contribution to provident and other funds 89.0 77.0
Workmen and staff welfare 17.7 33.2
1,285.4 1,230.3
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SCHEDULES annexed to and forming part of the accounts


(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 14 - ADMINISTRATIVE AND OTHER EXPENSES
Rent 12.5 17.2
Rates and taxes 8.4 15.6
Insurance 40.0 41.9
Directors' sitting fees 0.9 1.0
Travelling and conveyance 41.6 45.2
Postage and telephone 20.0 17.4
Legal and professional 72.3 93.9
Buildings repairs 1.2 2.6
General repairs 13.6 19.8
Doubtful debts and advances written off 0.1 1.4
Provision for doubtful debts/advances 17.3 -
Software maintenance expenses 16.4 17.5
Electricity and water charges 2.3 7.4
Provision for dimunition in value of investments 81.7 -
Loss on sale of current investments (non-trade) 31.1 -
Less : Profit on sale of current investments (non-trade) (8.9) 103.9 - -
Miscellaneous (Includes exchange loss of Rs 57.9 million; Previous year 87.6 35.4
Rs 6.4 million)
438.1 316.3

(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 15 - SELLING EXPENSES
Commission 157.6 130.8
Freight, clearing and octroi charges 450.8 419.4
Rebates and discount 13.5 38.3
Advertisement 5.0 11.4
Business promotion 30.3 33.4
Others 59.5 41.9
716.7 675.2
SCHEDULE 16 - (INCREASE)/DECREASE IN
WORK IN PROCESS AND FINISHED GOODS
Opening Stock
Work-in-process 304.2 369.6
Finished goods 510.5 814.7 437.8 807.4
Add: Stock on commissioning of new paper plant on 01.12.2008
Work-in-process 60.6 -
Finished goods 39.1 99.7 - -
Less : Closing Stock #
Work-in-process 339.3 304.2
Finished goods 493.2 832.5 510.5 814.7
(Increase) / decrease 81.9 (7.3)
# Excludes production of work in process of Rs 17.9 million (Previous
year Rs. Nil) and finished goods of Rs 14.1 million (Previous year Rs. Nil)
under trial run for which expense are included in project and pre-operative
expense.
SCHEDULE 17 - FINANCIAL EXPENSES
Interest
- On loans for fixed period 479.8 272.2
- Others 305.4 175.7
Bank and other charges 48.0 25.3
833.2 473.2
75
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

SCHEDULES annexed to and forming part of the accounts (Contd.)


SCHEDULE 18 - NOTES TO THE ACCOUNTS
1. Significant Accounting Policies
A. Accounting convention
The accounts are prepared on accrual basis under the Historical Cost Convention in accordance with the Accounting Standards referred
to in sub section (3C) of Section 211 of the Companies Act, 1956 and other relevant presentational requirements of the Companies
Act, 1956.
B. Revenue recognition
The revenue in respect of sales is recognized as and when the risk and reward in the goods is transferred to the buyer.
The revenue in respect of DEPB benefit is recognized on post export basis at the rate at which the entitlement accrues and is
included in the turnover.
Insurance claims are recognized when there exists no significant uncertainty with regard to the amounts to be realized and the
ultimate collection thereof.
C. Borrowing costs
Borrowing costs that are attributable to acquisition or construction of a qualifying asset are capitalized as part of cost of such assets
Qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are
recognized as expenses in the period in which they are incurred.
D. Government grants / subsidy
Government grant / subsidy related to revenue is deducted from the related expenses.
E. Accounting for taxes on income
Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the
Income-tax Act, 1961.
Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income
and accounting income that originates in one period and are capable of reversal in one or more subsequent periods. In respect of carry
forward of losses and unabsorbed depreciation, deferred tax assets are recognized based on virtual certainty that sufficient future taxable
income will be available against which such deferred tax asset can be realized.
F. Employee benefits
The Company has various schemes of retirement benefits such as provident fund, gratuity and leave encashment, which is dealt with as
under:
a) Contributions to provident fund are made in accordance with the provisions of Employee’s Provident Fund and Miscellaneous Provisions
Act, 1952 and are charged to revenue every year.
b) The gratuity liability in respect of employees of the Company is covered through a policy taken by a trust from Life Insurance Corporation
of India. The contributions towards the premium of the policy paid to the trust are charged to revenue every year. (Refer Note 7 also).
c) Provision for leave encashment (including long term compensated absences) is made based on actuarial valuation.
Liability attributing to the long-term period of service, comprising mainly of bonus etc., is recognized on a straight-line basis to the
period of service to which it relates.
Liability on account of short term employee benefits, comprising mainly compensated absences and performance incentives, is
recognized on an undiscounted accrual basis during the period when the employee renders services/ vesting period of the benefit.
G. Fixed assets
Fixed assets are stated at cost (net of CENVAT) less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, taxes and
other incidental expenses and interest on loan taken for the acquisition of qualifying assets up to the date of commissioning of assets.
In line with Notification No. G.S.R. 225(E) dated March 31, 2009 issued by The Ministry of Corporate Affairs, Government of India, the
exchange differences arising after April 1, 2007 on reporting of long term foreign currency monetary items at rates different from those at
which they were initially recorded during the period, or reported in previous financial statements, in so far as they relate to the acquisition of
a depreciable capital asset, have been added to or deducted from the cost of the asset and shall be depreciated over the balance useful life
of the asset. (Refer Note 21)
H. Depreciation/amortization
i. Depreciation on fixed assets [other than those referred to in (ii) to (v) below] is provided on straight line method in accordance with
Schedule XIV to the Companies Act, 1956, except in case of one of the Co-generation and Recovery Plants, in respect of which higher
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SCHEDULE 18 - NOTES TO THE ACCOUNTS (Contd.)
depreciation is provided on the basis of technological evaluation of a Chartered Engineer and Management’s estimate of useful life of
these plants.
ii. Assets costing Rs 5,000 or less are fully depreciated in the year of purchase.
iii. The depreciable amount of intangible asset is systematically allocated over its useful life. The software acquired for internal use is
amortized over a period of five years.
iv. The leasehold land is amortized over the lease period.
v. Capital expenditure in respect of assets not owned by the Company are amortized over the period of five years.
I. Investments
Long-term investments are carried at cost less provision, if any, for diminution in value which is other than temporary. Current investments
are carried at lower of cost and fair value.
J. Inventories
Raw materials, finished goods and work in process are valued at cost or net realizable value, whichever is lower. Stores and spares are valued
at cost or under. The cost formulas adopted in respect of inventories are as under:
Stores and spares: weighted average cost.
Raw materials: weighted average cost.
Finished goods: cost of raw materials plus conversion cost, packing cost and excise duty.
Work in process: cost of raw materials plus conversion cost depending upon the stage of completion.
K. Foreign currency transactions
(i) Foreign currency transactions are recorded at the exchange rate prevailing as at the date of transactions except export sales which are
recorded at a rate notified by the customs for invoice purposes. Such rate is notified in the last week of the month and is adopted for
recording export sales of the next month. The exchange fluctuation arising on billing through banker is accounted for as difference in
exchange rates. The amount of such differences in exchange rate is included under turnover.
(ii) Monetary items denominated in a foreign currency are reported at the closing rate as at the date of balance sheet. Non-monetary
items, which are carried at fair value denominated in a foreign currency, are reported at the exchange rate that existed when such
values were determined, otherwise on historical exchange rate that existed on the date of transaction.
(iii) The exchange difference arising on the settlement of monetary items or on reporting these items at rate different from the rates at
which these were initially recorded/reported in previous financial statements are recognized as income/expense in the period in which
they arise except that such exchange differences which relate to fixed assets acquired up to March 31, 2004 and after April 1, 2007 are
capitalized in the carrying amount of these assets and those exchange difference which relate to fixed assets acquired from outside
India during April 1, 2004 to March 31, 2007 have been capitalized till March 31, 2007. Further, where foreign currency liabilities have
been incurred in connection with fixed assets where the exchange difference during the construction period are adjusted in the cost of
the concerned assets.
(iv) In case of forward exchange contracts, the premium or discount arising at the inception of such contracts, is amortized as income or
expense over the life of the contract. Further exchange difference on such contracts i.e. difference between the exchange rate at the
reporting/settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/
expense for the period except that such exchange difference which relate to fixed assets acquired up to March 31, 2004 and after April
1, 2007 are capitalized in the carrying amount of these assets and those exchange differences which relate to fixed assets acquired
from outside India during April 1, 2004 to March 31, 2007 have been capitalized till March 31, 2007. Further where such contracts have
been entered in connection with fixed assets, the exchange differences arising during construction period are adjusted in the cost of
concerned assets.
(v) The exchange differences arising on reporting of long term foreign currency monetary item related to other than acquisition of a
depreciable asset are accumulated in the “Foreign Currency Monetary Item Translation Difference Account” and amortized over the life
of the monetary item but not beyond March 31, 2011.
L. Impairment of assets
At each balance sheet date an assessment is made whether any indication exists that an asset has been impaired. If any such indication
exists, an impairment loss, i.e., the amount by which the carrying amount of asset exceeds its recoverable amount is provided in the books
of account.
M. Employee share-based payments
Intrinsic Value Method is used to account for share based payments to employees.
77
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
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SCHEDULE annexed to and forming part of the accounts (Contd.)


SCHEDULE 18 - NOTES TO THE ACCOUNTS (Contd.)

2 Contingent liabilities not provided for:


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
Claims* (excluding claims by employees where amounts are not ascertainable) not acknowledged
as debt:
- Sales tax 0.3 0.3
- Service tax 0.7 -
- Excise duty 3.7 5.0
- Income tax 16.3 5.3
- Others 7.7 2.4
* All the above matters are subject to legal proceedings in the ordinary course of business. The
legal proceedings when ultimately concluded will not, in the opinion of the management, have
a material effect on the results of operations or financial position of the Company.
- Bills discounted 801.2 630.8
- Estimated amount of contracts remaining to be executed on capital account (Net of advances) 458.5 1,286.7
- Guarantees given to bank on behalf of others - 300.0
- Amount payable under agreement 26.2 92.9

3. There are no disputed dues of customs duty, wealth tax, service tax and cess matters which have not been deposited by the
Company. The details of disputed sales tax, income-tax and excise duty dues as at March 31, 2009 are as follows:
(Rs million)
Statute Nature of dues Forum where pending Amount Amount paid Year to which
involved under protest the amount
relates
Sales Tax Act Sales Tax Deputy Commissioner Excise and Taxation 0.2 0.1 2003-04
Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate Tribunal 3.7 - 2002-03
Service Tax Act Service Tax Customs, Excise and Service Tax Appellate Tribunal 0.7 - 2004-05 and
2005-06
Income Tax Act. Penalty Commissioner of Income Tax (Appeals) 0.2 0.1 1995-96
Income Tax Act. Income Tax Income Tax Appellate Tribunal 8.9 4.7 2002-03 and
2003-04
Income Tax Act. Income Tax Commissioner of Income Tax (Appeals) 121.0 91.0 2004-05
The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
Statute Nature of Amount Period to which Forum where Department
dues (Rs million) amount relates has preferred appeals
Central Excise Law Excise Duty 48.4 2004-05, 2005-06 and 2006-07 Customs, Excise and Service Tax Appellate Tribunal
Service Tax Act Service Tax 1.3 2004-05 and 2005-06 Customs, Excise and Service Tax Appellate Tribunal
Income Tax Act Interest 1.7 1989-90 and 1990-91 High Court

4. Auditors’ remuneration:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
As auditors (audit fee) 2.9 2.3
In other capacities
- Others 1.7 1.7
Reimbursement of expenses 0.2 0.1
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SCHEDULE 18 - NOTES TO THE ACCOUNTS (Contd.)
5. Managerial remuneration paid/payable to Managing Director and Whole Time Director
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Salary 9.9 9.6
Contribution to provident and other funds 1.7 1.6
Allowances 13.2 12.7
Insurance premium 0.1 0.1
Commission - 4.6
Total 24.9 28.6
6. Statement showing computation of net profit in accordance with section 349 read with Section 198 of the Companies Act,
1956

Current year Previous year


Particulars
(12 months)* (12 months)
Profit before tax - 481.0
Add : Managerial remuneration 28.6
Directors Fee - 1.0
Less : Profit on sale of Fixed Assets ( section 349(3)(c) of the Companies Act,1956 - 50.4
Profit under Section 349 of the Companies Act, 1956 - 460.2
Commission @ 1% of net profit as per Sec 349 - 4.6
Maximum permissible limit @ 5% - 23.0
* In view of inadequacy of profits, current year computation of profit has not been given.
The remuneration of Mr. Rajinder Gupta, Managing Director had been approved by the Shareholders in its EGM held on March 18, 2006.
An amount of Rs 24.0 million has been provided in the books of account in respect of the salary to the Managing Director, out of which
Rs 4.8 million has been paid and Rs 19.2 million has been withheld due to inadequacy of profits as computed under Section 349 of the
Companies Act, 1956, for which Management is confident of obtaining Central Government approval.
Provisions for incremental gratuity liability and leave encashment have not been considered, since the provision is based on actuarial basis
for the Company as a whole.
7. Employee benefits
(a) Defined contribution plans
The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes,
the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined
contribution schemes. The Company recognized Rs 98.2 million (Previous year Rs 77.0 million) during the year as expense towards
contribution to these plans. Out of Rs 98.2 million, Rs 9.2 million is included under Fixed assets/ Capital work in progress.
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Company’s contribution to provident fund 71.1 55.7
Company’s contribution to employees’ state insurance scheme 20.2 16.0
Administrative charges on above 6.9 5.3

(b) Defined benefit plans


Gratuity scheme
The Company has entered into an agreement with Smt. Maya Devi Trust for the discharge of the gratuity liability to the employees of
the Company, who have acquired membership of the said Trust. The said Trust has taken a policy under Group Gratuity Scheme of the
Life Insurance Corporation and the Company is contributing to the Trust towards the payment of premium for such policy. The accrued
liability of the Company in respect of Gratuity payable to employees is covered in the manner aforesaid
79
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Earned Leaves
Long term leaves includes earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial
valuation.
(Rs million)
As at As at
March 31, 2009 March 31, 2008
Gratuity Scheme Earned leave Gratuity Earned leave
and sick leave Scheme and sick leave
A Expenses recognized in the statement of Profit and
Loss Account for the year ended March 31, 2009
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Expected return on plan assets (4.9) - (3.4) -
Actuarial (gains)/ losses (2.9) (4.0) 18.5 5.1
Total expenses 16.3 6.1 35.3 13.6
B Net liabilities recognized in the balance sheet as at
March 31, 2009
Present value of defined benefit obligation as at March 78.0 31.8 62.3 29.3
31, 2009
Fair value of plan assets with LIC* (65.1) - (47.7) -
Funds with Employee Trust * (10.9) - - -
Net liability as at March 31, 2009 (unfunded) 2.0 31.8 14.6 29.3
C Change in the obligation during the year ended
March 31, 2009
Present value of defined benefit obligation at the 62.3 29.3 31.7 18.7
beginning of the year
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Actuarial (gains)/losses (2.9) (4.0) 18.5 5.1
Benefits payments (5.5) (3.6) (8.1) (3.0)
Present value of defined benefit obligation at the 78.0 31.8 62.3 29.3
end of the year
D Change in assets during the year ended March 31, 2009
Plan Assets at the beginning of the year 47.7 - 27.6 -
Expected return on plan assets 4.9 - 3.4 -
Contribution by the Company 18.0 - 24.8 -
Actual benefits paid (5.5) - (8.1) -
Plan Assets at the end of the year 65.1 - 47.7 -
E Main actuarial assumptions
Discount rate 7.5% 7.5% 7.5% 7.5%
Rate of increase in compensation levels 7% 7% 7% 7%
Rate of return on plan assets 9.25% - 9.25% -
Mortality rate LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96)
Ultimate Ultimate Ultimate Ultimate
* The plan assets are maintained with Life Insurance Corporation of India/ Trust. The details of the investment maintained by Life
Insurance Corporation of India/ Trust are not available with the Company and have not been disclosed.
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8. Deferred Taxation
(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
Deferred tax liability (DTL) on account of accelerated depreciation 1,093.9 715.5
Less : Deferred tax asset (DTA) arising on
- expenses deductible on payment. (279.7) (70.9)
- unabsorbed depreciation (to the extent DTL) (485.2) -
Net deferred tax liability 329.0 644.6#
The Company follows Accounting Standard (AS-22) “Accounting for taxes on Income”, and in consideration of prudence and also considering
the favorable trend in the textile and paper business of the Company and potential orders for exports, the management is confident that
even after losses in the current year, the Company would be in a position to make adequate taxable profits in the foreseeable future.
Accordingly based on future projections, the management is of the view that sufficient future taxable income would be available to set off
unabsorbed depreciation and accordingly deferred tax assets of Rs 485.2 million would be realized.
# Net of deferred tax asset of Rs 4.9 million on adjustment on account of employee benefit, pursuant to adoption of Accounting Standard
(AS) 15 “Employee Benefits”.
9. Sundry Creditors includes Rs 5.6 million (Previous year Rs 0.1 million) being principal amount due to suppliers covered under “The Micro,
Small and Medium Enterprises Development Act, 2006” (MSMED Act) to the extent such parties have been identified from the available
information.
10. The Earnings Per Share (EPS) disclosed in the Profit and Loss Account have been calculated as under:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Profit/Loss attributable to equity shareholders (Rs million) (A) (530.4) 399.5
Weighted average number of equity shares (Nos) (B) 20,09,45,360 19,41,94,675
Potential dilutive equity shares on Employee Stock Options outstanding (Nos) (C) - 14,17,927
Potential dilutive equity shares on Share Warrants (Nos) (D) - 17,50,000
Weighted average number of equity shares in computing diluted earning per 20,09,45,360 19,73,62,602
share (E) = (B+C+D)
Basic Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(B) (2.64) 2.06
Diluted Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(E) (2.64) 2.02
11. Borrowing cost capitalized (including capital work in progress) during the year amounts to Rs 436.7 million (Previous year Rs 342.4 million).

12. Project and pre operative expenses pending allocation includes:


(Rs million)
As at As at
Particulars March 31, 2009 March 31, 2008
Opening Balance 751.1 239.1
Add: Expenses incurred during the year:
- Project & pre-operatives expenses
Loss on foreign exchange fluctuation 285.1 -
Interest expenses 167.3 342.4
Salary, wages and bonus etc. 74.4 99.8
Legal and professional 61.4 86.2
Electricity and water charges 7.4 11.2
Travelling and conveyance 6.6 4.5
Others 7.1 18.7
Bank charges 4.9 10.6
Stores and spares consumed 2.0 -
616.2 573.4
- Expenses incurred during Trial Run period
Raw material consumed 737.0 -
Steam consumed 377.8 -
Interest expenses 269.4 -
Electricity and water charges 246.6 -
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12. Project and pre operative expenses pending allocation includes: (Contd.)
(Rs million)
As at As at
Particulars March 31, 2009 March 31, 2008
Salary, wages and bonus etc. 154.8 -
Store & spares consumed 63.6 -
Rebates & discount 43.8 -
Freight, clearing and octroi charges 29.7 -
Other selling expenses 21.7 -
Commission 17.2 -
Legal and professional 5.0 -
Repair and maintenance 3.0 -
Travelling and conveyance 1.8 -
Others 16.0 -
(Increase) /decrease in work in progress and finished goods (131.7) -
Increase /(decrease) in Excise duty 4.5 -
1,860.2 -
Less: Income earned during trial run period
Sales 1,377.8 -
Other incomes 0.3 -
1,378.1 482.1 - -
Grand Total 1,849.4 812.5
Less: Allocated to fixed assets and capital work in progress 1,551.8 61.4
Closing Balance 297.6 751.1
13. The following current investments in the units of mutual funds were purchased and sold during the year:
1,31,88,800 units of Rs 10 each fully paid up of Magnum Insta Cash Liquid Floater – Growth
24,33,202 units of Rs 10 each fully paid up of Magnum Insta Cash Liquid Floater – Dividend
1,06,76,224 units of Rs 10 each fully paid up of IDFC Floating Fund LT Institutional Plan B Growth
62,91,174 units of Rs 10 each fully paid up of Reliance Medium Term Fund Retail Plan Growth
8,870 units of Rs 10 each fully paid up of Grindlays Super Saver Income Fund- ST Plan C Fortnightly Dividend
82,84,798 units of Rs 10 each fully paid up of Grindlays Super Saver Income Fund- ST Plan C Growth
2,124 units of Rs 10 each fully paid up of Reliance Liquid Plus Fund - Retail Option – Growth
2,16,500 units of Rs 10 each fully paid up of HDFC FMP 90 Days Retail Plan Dividend Payout
2,85,43,014 units of Rs 10 each fully paid up of Magnum Insta Cash Fund – Cash Option
5,50,920 units of Rs 10 each fully paid up of Principal Floating Rate SMP Daily Div Reinvest
30,569 units of Rs 10 each fully paid up of Reliance Liquid Plus – Inst Growth
69,58,167 units of Rs 10 each fully paid up of Reliance Liquid Plus Cash
14. The related party disclosures as per Accounting Standard-18 are as under:
i) Enterprises where control exists
a) Enterprise that controls the Company
- Madhuraj Foundation (directly or indirectly holds majority voting power)
b) Enterprises that are controlled by the Company, i.e. subsidiary companies
- Abhishek Industries Inc.
- Abhishek Europe SA
- Abhishek Global Ventures Limited
ii) Other related parties where transactions have taken place during the year:
a) Enterprises under the common control as the Company
- Trident Agritech Limited (Formerly known as Madhuraj Agrotech Limited)
- Madhuraj Foundation Limited
- Praneel Innovations Limited
- Rainbow Retail Limited (Formerly known as Abhishek Retail Limited)
b) Enterprise on which Company exercises significant influence
- Lotus Integrated Texpark Limited
c) Key management personnel
- Mr. Rajinder Gupta
- Mr. Raman Kumar
d) Relative of key management personnel
- Mr. Abhishek Gupta
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Disclosure of transactions between the Company and related parties during the year and outstanding balances as on March 31, 2009.
(Rs million)
Enterprise that Subsidiaries Enterprises that Significant Key management Relative of key
controls the are under common Influence personnel management
Particulars Company control as the personnel
Company
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
year year year year year year year year year year year year
Purchase of Goods/Services
- Praneel Innovations Limited 22.8 28.8
- Abhishek Global Ventures Limited 3.4 26.2
- Madhuraj Foundation Limited 0.3 -
- Madhuraj Foundation 0.1 -
- Lotus Integrated Texpark Limited 2.3 -
Sale of Goods/Services
- Rainbow Retail Limited 1.2 -
Rent received
- Praneel Innovations Limited - 0.6
- Mr. Rajinder Gupta 0.6 0.6
- Lotus Integrated Texpark Limited 0.2 0.2
Rent paid 0.5 7.2
Security Deposit made
- Madhuraj Foundation 62.5 3.6
Security Deposit received
- Praneel Innovations Limited 0.2 -
Remuneration paid/payable
- Mr. Rajinder Gupta 24.0 28.6
(Also refer Note 5)
- Mr. Raman Kumar 0.9 -
- Mr. Abhishek Gupta 0.7 -
Sales of Assets:
- Madhuraj Foundation. - 70.0
- Abhishek Global Ventures Limited - 261.8
- Lotus Integrated Texpark Limited - 210.0
Investments made:
- Abhishek Global Ventures Limited - 0.5
- Lotus Integrated Texpark Limited - 100.0
Expenses incurred on behalf of:
- Rainbow Retail Limited 16.2 -
- Abhishek Global Ventures Limited 0.1 -
- Praneel Innovations Limited 0.3 -
Loans and advances given:
- Madhuraj Foundation 2.7 3.6
- Abhishek Global Ventures Limited 2.5 32.2
- Trident Agritech Limited 34.4 98.4
- Praneel Innovations Limited 13.9 6.9
Guarantees given on behalf of
- Asian Trading Corporation Limited - 300.0
Balances as at March 31, 2009:
Share application money paid
- Abhishek Global Ventures Limited 65.0 60.0
- Lotus Integrated Texpark Limited 1.0 -
- Rainbow Retail Limited 30.0 -
Guarantee outstanding
- Asian Trading Corporation Limited - 300.0
Amounts receivable
- Trident Agritech Limited 145.7 111.3
- Lotus Integrated Texpark Limited - 5.0
- Abhishek Global Ventures Limited 42.7 42.9
- Madhuraj Foundation 0.5 2.7
- Praneel Innovations Limited 10.0 -
- Rainbow Retail Limited (net of 7.4 -
provision of Rs 10.0 million)
Amounts payable
- Praneel Innovations Limited - 3.7
- Lotus Integrated Texpark Limited 0.8 -
- Mr. Rajinder Gupta 25.4 6.1
- Mr. Raman Kumar 0.1 -
- Mr. Abhishek Gupta 0.1 -
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15. Loans and advances includes amounts given to Companies under the same management referred to in Section 370 (1B) of The Companies
Act, 1956 of Rs 145.7 million (Previous year Rs 111.3 million), Rs 10.0 million (Previous year Rs Nil) and Rs Nil (Previous year Rs Nil),
recoverable from Trident Agritech Limited (formerly known as Madhuraj Agrotech Limited), Praneel Innovations Limited and Madhuraj
Foundation Limited respectively {maximum amount outstanding during the year Rs 145.7 million (Previous year Rs 112.4 million), Rs 16.2
million (Previous year Rs 2.0 million) and Rs 0.2 million (Previous year Rs Nil) respectively}.
16. Segment information:
I Segment Accounting Policies
a. The business segments comprise of the following:
• Yarn : Yarn manufacturing
• Towel : Towel, Dyed Yarn manufacturing
• Paper and Chemical : Paper and Sulphuric Acid
b. Business segments have been identified based on the nature and class of products and services, their customers and assessment
of differential risks and returns and financial reporting system within the Company
c. The geographical segments considered for disclosure are based on markets, broadly as under:
• Sale in the USA
• Sale in rest of the world
d. Segment accounting policies: In addition to the significant accounting policies, applicable to the business as set out in Note 1 of
schedule 18 “Notes to the Accounts”; the accounting policies in relation to segment accounting are as under:
i. Segment assets and liabilities:
Segment assets include all operating assets used by a segment and consist principally of cash, debtors, inventories and
fixed assets including capital work in progress, net of allowances and provisions, which are reported as direct offset in the
balance sheet. Segment liabilities include all operating liabilities and consist principally of creditors and accrued liabilities.
ii. Segment rev enue and expenses:
Joint revenue and expenses of segments are allocated amongst them on reasonable basis. All other segment revenue and
expenses are directly attributable to the segments.
iii. Inter segment sales: Inter segment sales are accounted for at cost and are eliminated in consolidation.
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II Details of primary business segments:


(Rs million)
Paper & Consolidated
Particulars Yarn Towel Unallocable Eliminations
Chemical Total
Current Pervious Current Pervious Current Pervious Current Pervious Current Pervious Current Pervious
Year Year Year Year Year Year Year Year Year Year Year Year
1 Segment Revenue
- External sales 3,397.0 2,948.3 7,560.5 5,814.1 3,023.1 1,724.3 13,980.6 10,486.7
- Inter-segment sales 1,211.3 1,363.0 1.3 8.0 13.7 9.1 (1,226.3) (1,380.1) - -
- Other Income 0.2 71.0 25.7 268.9 10.1 25.5 3.4 - (4.4) (0.1) 35.0 365.3
Total Revenue 4,608.5 4,382.3 7,587.5 6,091.0 3,046.9 1,758.9 3.4 - (1,230.7) (1,380.2) 14,015.6 10,852.0
2 Segment Results 58.4 334.6 (95.3) 579.0 326.3 222.0 289.4 1,135.6
Unallocated corporate (284.1) (181.3)
expenses (net of
unallocated income)
Profit before 5.3 954.3
interest and tax
Interest expense (833.2) (473.2)
Provision for taxation 297.5 (81.6)
3 Profit/(Loss) after tax (530.4) 399.5
4 Other Information
a) Segment assets 6,797.6 5,287.2 5,797.3 5,857.9 8,891.2 8,013.9 (783.1) (1,025.7) 20,703.0 18,133.3
Unallocated 2,093.0 1,625.5 2,093.0 1,625.5
corporate assets
Total assets 6,797.6 5,287.2 5,797.3 5,857.9 8,891.2 8,013.9 2,093.0 1,625.5 (783.1) (1,025.7) 22,796.0 19,758.8
b) Segment liabilities 640.8 164.6 783.6 662.0 1,635.8 1,941.2 (783.1) (1,025.7) 2,277.1 1,742.1
Unallocated corporate 20,518.9 18,016.7 20,518.9 18,016.7
liabilities
Total liabilities 640.8 164.6 783.6 662.0 1,635.8 1,941.2 20,518.9 18,016.7 (783.1) (1,025.7) 22,796.0 19,758.8
Capital Expenditure 1,775.1 389.1 371.6 792.9 1,354.2 3,283.8 13.1 33.8 3,514.0 4,499.6
Depreciation 275.8 307.7 520.5 465.9 337.0 58.8 26.0 31.4 1,159.3 863.8
Non-cash expenses 2.4 0.2 14.0 1.1 1.1 - 81.7 32.8 99.2 34.1
other than depreciation
III Secondary Segment – Geographical:
(Rs million)
Particulars Current year Previous year
Sale in USA 5,150.7 4,126.8
India and other countries 8,829.9 6,359.9
Total Sales 13,980.6 10,486.7
Segment Assets in:
USA 6.9 36.7
India and other countries 21,479.2 19,122.3
Capital expenditure:
USA - -
India and other countries 3,514.0 4,499.6

17. The foreign currency exposure of the Company as on March 31, 2009 is as under:
a) Category wise quantitative data
Nos. Amounts
Current year Previous year
Put and call Option contracts 9 From USD 5.0 million to 6.4 million per From USD 5.0 million to 6.4 million per
month (Total from USD 205.0 million month (Total from USD 265.0 million
to USD 262.3 million) to USD 339.1 million),
From Euro 0.3 million to Euro 0.5
million per week (Total from Euro 19.3
million to 38.5 million)
Forward contracts against exports 152 USD 106.9 million, USD 134.0 million,
Euro 0.1 million Euro 13.1 million
GBP 0.2 million
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Forward contracts against imports Nil Nil Euro 3.1 million,


USD 3.4 million
b) All the derivative instruments are for hedging foreign exchange exposures against firm commitments and/or highly probable
forecast transactions.
c) Foreign currency exposures remaining unhedged at the year end:
Against Imports (Creditors) - Euro 2.1 million (Previous year Euro 2.1 million)
- Swedish Kroner 16.6 million (Previous year SEK 16.6 million)
- USD 0.1 million (Previous year USD 0.8 million)
Against Exports (Debtors) - USD 0.6 million (Previous year USD 1.3 million)
- Euro 0.2 million (Previous year Nil)
- GBP 0.1 million (Previous year Nil)
Foreign Currency Loans - USD 51.3 million (Previous year USD 30.3 million)
Acceptances - USD 8.8 million (Previous year USD 8.5 million)
- EUR 1.4 million (Previous year Euro 0.3 million)
18. The Company hedges its foreign currency fluctuation exposure by way of foreign currency derivative options. The Company has taken various
USD/INR options from various banks and as at March 31, 2009, there are 9 open put options having a maturity period up to January 2013.
These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which is
usually bank specific instead of being marked to market. Based on marked to a model concept the loss on valuation amounts to Rs 2,707.8
million. However, in the view of the management due to significant uncertainty associated with the above derivative options whose ultimate
outcome depends on future events, the loss on such open derivative options cannot be determined at this stage.
19. During the Financial year 2008-09, the Company has allotted for cash 2,80,00,000 equity shares of Rs 10 each at a premium of Rs 11.30
per share on conversion of equivalent number of warrants issued on preferential basis. The proceeds received from this issue have been
utilized towards meeting part of capital expenditure for Integrated Paper and Pulp project of the Company.
20. The Board of Directors of the Company has granted options to the employees pursuant to Abhishek Employees Stock Options Plan 2007 on
July 9, 2007. These options were granted at Rs 17.55 per option, being the latest available closing market price prior to the date of grant of
options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option is equal and therefore there
is no impact on profit and loss account due to Employee Share-based options as the Company is following intrinsic value method.
21. The Company has exercised the option given vide notification No. G.S.R. 225(E) dated March 31, 2009 issued by the Ministry of Corporate
Affairs, Government of India and in accordance therewith, the Company has capitalized the loss aggregating to Rs 78.1 million arisen on
translation of long term foreign currency monetary liabilities relating to acquisition of fixed assets, out of which Rs 0.2 million has been
amortized during the year and the unamortized balance as at March 31, 2009 is Rs 77.9 million.
Had the Company not exercised the option given under the aforesaid Notification, gross fixed assets would have been Rs 20,954.0
million (as against reported figure of Rs 21,032.1 million), depreciation would have been Rs 1,159.1 million (as against reported figure of
Rs 1,159.3 million), net exchange loss would have been Rs 1,36.0 million (as against reported figure of Rs 57.9 million) and loss after tax
for the year would have been Rs 608.3 million (as against reported figure of Rs 530.4 million).
22. During the Financial year 2008-9, the Company completed its Integrated Paper and Pulp project. After installing and completing the project,
the Company had to further incur additional capital expenditure on debottlenecking of critical processes of newly installed paper & pulp
machines and finally started the commercial production w.e.f. December 1, 2008 after achieving normal level of production. The expenditure
incurred on the project has been capitalized in the books of accounts.
23. Additional Information:
a) Licensed and installed capacity: Annual Capacity
Particulars Unit Licensed capacity Installed capacity*
As at As At As at As At
March 31, 2009 March 31, 2008 March 31, 2009 March 31, 2008
Cotton spindles Nos. NA NA 125,952 125,952
Rotors Nos. NA NA 1,920 1,920
Processed yarn TPA NA NA 6,825 6,825
Towel LOOMS NA NA 350 282
Paper TPA NA NA 175,000 40,500
Sulphuric acid TPA NA NA 100,000 100,000
NA is not applicable
* Installed capacity has been certified by the management and relied on by the auditors being a technical matter and are on
annual basis.
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b) Actual Production
Particulars Unit Current year Previous year
Qty. Qty
Yarn* MT 40,072 42,244
Processed yarn** MT 5,236 5,024
Towel*** MT 28,311 24,616
Paper****# MT 67,302 40,832
Sulphuric acid***** MT 60,968 68,437
* Includes 11,819 MT (Previous year 14,473 MT) for captive consumption.
** Includes 3,767 MT (Previous year 3,476 MT) for captive consumption.
*** Includes 8 MT (Previous year 40 MT) for captive consumption.
**** Includes 22 MT (Previous year 21 MT) for captive consumption.
***** Includes 4,220 MT (Previous year 1,870 MT) for captive consumption.
# Excludes trial run production of 27,332 MT in Paper and Pulp expansion project
c) Opening stock of finished goods
Particulars Unit Current year Previous year
Qty. Value (Rs million) Qty. Value (Rs million)
Yarns* MT 973 104.5 1,213 108.5
Processed yarn** MT 37 7.1 37 7.8
Towel *** MT 1,842 361.2 1,586 314.1
Paper****# MT 40 1.0 - -
Sulphuric acid MT 1,968 18.8 308 0.4
Others 17.9 7.0
Total 510.5 437.8
* Includes stock in transit 292 MT
** Includes stock in transit 7 MT
*** Includes stock in transit 1217 MT
**** Includes stock in transit 40 MT
# Excludes opening stock of trial run production of 898 MT of Paper and Pulp expansion project as on 01.12.2008
d) Closing stock of finished goods
Particulars Unit Current year Previous year
Qty. Value (Rs million) Qty. Value (Rs million)
Yarns * MT 568 63.5 973 104.5
Processed yarn** MT 41 7.8 37 7.1
Towel *** MT 1,854 372.6 1,842 361.2
Paper MT 1,268 43.9 40 1.0
Sulphuric acid MT 1,326 1.6 1,968 18.8
Others 17.9 17.9
Total 507.3 510.5
* Includes stock in transit 110.081 MT
** Includes stock in transit 5.707 MT
*** Includes stock in transit 1,093.707 MT
e) Turnover*
Particulars Unit Current year Previous year
Qty. Value (Rs million) Qty. Value (Rs million)
Yarn MT 28,658 3,155.8 28,036 2,728.4
Processed yarn MT 1,465 290.6 1,548 302.1
Towel** MT 28,291 7,224.4 24,319 5,184.2
Paper*** MT 66,950 2,837.6 40,771 1,503.4
Sulphuric acid MT 57,390 382.8 64,907 334.8
Others 338.7 629.3
Total 14,229.9 10,682.2
* Net off inter division transfer but inclusive of excise duty.
** Towel includes bathrobes, wash-mats and beach bags.
***Excludes trial run sale of 26,434 MT of Paper and Pulp expansion project
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f) Goods purchased for resale
Particulars Unit Current year Previous year
Qty. Value (Rs million) Qty. Value (Rs million)
Yarn MT - - 24 6.3
Others 4.5 - -

g) Raw material consumed


Particulars Unit Current year Previous year
Qty. Value (Rs million) Qty. Value (Rs million)
Cotton MT 48,266 3,026.2 51,756 2,668.3
Man made fiber MT 676 116.0 519 72.7
Yarn MT 21,412 2,146.2 13,104* 1,178.4
Towel fabric outsourced MT - - 739 143.6
Agro straw MT 115,101 207.9 80,260 155.2
Wood pulp MT 2313 114.0 1,700 60.1
Sulphur MT 20,829 303.5 23,676 261.2
Wood & wood species MT 29,695 94.3 - -
Dyes and chemicals 1,064.7 771.1
Others 32.8 3.7
Total 7,105.6 5,314.3
* Excluding 45 MT used for captive consumption
h) CIF value of imports
(Rs million)
Particulars Current year Previous year
Capital goods 795.3 2,024.8
Store and spares 103.4 58.2
Raw materials 457.7 217.4
i) Expenditure in foreign currency
(Rs million)
Particulars Current year Previous year
Traveling 3.2 8.8
Others 103.6 98.8
j) Value of raw material / stores and spares consumed
(Rs million)
Particulars Current year Previous year
Imported Indigenous Imported Indigenous
Raw materials 433.0 6,672.6 268.9 5,045.4
Percentage % 6.1 93.9 5.0 95.0
Components, store and spares 103.4 657.5 58.2 536.7
and packing material
Percentage % 13.6 86.4 9.8 90.2
k) Earnings in foreign exchange
(Rs million)
Particulars Current year Previous year
Export of goods calculated on FOB value 6,861.5 5,192.8
24 The figures of the previous year have been rearranged/ regrouped, wherever considered necessary to facilitate comparison.
25 Schedules 1 to 18 form an integral part of the accounts.

For and on behalf of the Board


S K Tuteja Rajinder Gupta
Chairman Managing Director
Place : New Delhi Pawan Jain Arun Goyal
Date : May 15, 2009 Company Secretary Chief Financial Officer
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BALANCE SHEET ABSTRACT and Company’s General Business Profile

The information required as under Part IV of Schedule VI to Companies Act, 1956


I Registration Details

Registration No. 0 1 0 3 0 7 State Code 1 6

Balance Sheet Date 3 1 0 3 2 0 0 9


Date Month Year

II Capital raised during the year (Amount Rs Million)

Public Issue N I L Rights Issue N I L

Bonus Issue N I L Private Placement 5 3 6 . 4

III Position of Mobilisation and Deployment of Funds (Amount Rs Million)

Total Liabilities 2 0 3 6 1 Total Assets 2 0 3 6 1

Sources of Funds

Paid - up Capital 2 2 2 2 Reserves and Surplus * 2 5 7 0

Secured Loans 1 5 5 3 7 Unsecured Loans 3 2

Application of Funds

Net Fixed Assets 1 6 8 1 0 Investments 1 1 8 7

Net Current Assets 2 3 6 4 Miscellaneous Expenditure N I L

Accumulated Losses N I L

IV Performance of Company (Amount Rs Million)

Turnover 1 4 0 6 0 Total Expenditure 1 4 8 8 8


+ – + –
Profit Before Tax 9 8 2 8 Profit After Tax 9 5 3 0
(Please tick appropriate box + for profit – for loss)
Earning per Share in Rs - 2 . 6 4 Dividend Rate (%) N I L
* includes deffered tax liability

V Generic Names of Three Principal Products /Services of Company

Item Code No. 5 2 . 0 5

Product Description C O T T O N Y A R N

T E R R Y T O W E L S

Item Code No. 4 8 . 0 2

Product Description W R I T I N G A N D P R I N T I N G P A P E R

Item Code No. 2 8 . 0 7

Product Description S U L P H U R I C A C I D

For and on behalf of the Board


S K Tuteja Rajinder Gupta
Chairman Managing Director
Place: New Delhi Pawan Jain Arun Goyal
Date: May 15, 2009 Company Secretary Chief Financial Officer
89
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

AUDITORS’ REPORT

REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OF ABHISHEK INDUSTRIES LIMITED ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF ABHISHEK INDUSTRIES LIMITED AND ITS SUBSIDIARIES.
1. We have audited the attached consolidated balance sheet of Accounting Standard 21 - “Consolidated Financial Statements”
Abhishek Industries Limited and its subsidiaries (collectively and Accounting Standards 23 - “Accounting for Investments in
referred to as “the Group”) as at March 31, 2009 and also the Associates in Consolidated Financial Statements” as notified by
consolidated profit and loss account and the consolidated the Companies (Accounting Standards) Rules, 2006 and on the
cash flow statement for the year ended on that date annexed basis of the separate audited financial statements of Abhishek
thereto. These consolidated financial statements are the Industries Limited, its subsidiaries and associate included in the
responsibility of the management of Abhishek Industries consolidated financial statements.
Limited. Our responsibility is to express an opinion on these 5. As indicated in note 14 of Schedule 19 the possible loss on
consolidated financial statements based on our audit. valuation of open put derivative options, in view of the reasons
2. We conducted our audit in accordance with generally accepted stated therein could not be determined by the Company. The
auditing standards in India. Those standards require that we ultimate outcome of these transactions and their effect on
plan and perform the audit to obtain reasonable assurance these accounts cannot be ascertained at this stage.
about whether the financial statements are free of material subject to Paragraph 5 above, on the basis of the information
misstatements. An audit includes, examining, on a test basis, and explanations given to us and on the consideration of
evidence supporting the amounts and disclosures in the the separate audit reports on individual audited financial
financial statements. An audit also includes assessing the statements of Abhishek Industries Limited, its subsidiaries and
accounting principles used and significant estimates made associate, in our opinion, the consolidated financial statements
by management, as well as evaluating the overall financial give a true and fair view in conformity with the accounting
statements presentation. We believe that our audit provides a principles generally accepted in India:
reasonable basis for our opinion. (a) in the case of the consolidated balance sheet, of the
3. We did not audit the financial statements of certain subsidiaries, consolidated state of affairs of the Group as at March 31,
whose financial statements reflect the Group’s share of total 2009;
assets of Rs 282.63 millions as at March 31, 2009, Group’s (b) in the case of the consolidated profit and loss account, of
share of total revenue of Rs 2.63 millions and net cash outflows the consolidated results of operations of the Group for the
amounting to Rs 1.40 millions for the year ended on that date year ended March 31, 2009; and
and an associate whose financial statements reflect the Group’s (c) in the case of the consolidated cash flow statement, of
share of loss upto March 31, 2009 of Rs 0.20 million and the the consolidated cash flows of the Group for the year
group’s share of loss of Rs 0.04 million for the year ended on ended March 31, 2009.
that date as considered in the Consolidated Accounts. These
financial statements and other financial information have been
audited by other auditors whose reports have been furnished For Deloitte Haskins & Sells
to us, and our opinion is based solely on the report of other Chartered Accountants
Manjula Banerji
auditors
Place: New Delhi Partner
4. We report that the consolidated financial statements have been
Date: May 15, 2009 Membership No. 086423
prepared by the Company in accordance with the requirements of
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CONSOLIDATED BALANCE SHEET as at March 31, 2009


(Rs million)
Schedule As at As at
Particulars
No. March 31, 2009 March 31, 2008
I SOURCES OF FUNDS
1 Shareholders' funds
a) Share capital 1 2,221.9 1,941.9
b) Reserves and surplus 2 2,225.9 2,437.7
c) Share application money 0.1 0.1
d) Equity warrants 3 - 4,447.9 60.0 4,439.7
2 Loan funds
a) Secured loans 4 15,537.0 13,074.3
b) Unsecured loans 5 32.1 15,569.1 27.8 13,102.1
3 Deferred tax liability (Net) (Refer Note 6) 329.0 644.6
4 Minority Interest - -
(Current year Rs 3131, Previous year Rs 3737)
Total 20,346.0 18,186.4
II APPLICATION OF FUNDS
1 Fixed assets 6
a) Gross block 21,284.9 13,525.2
b) Less : Depreciation 6,315.5 5,201.4
c) Net block 14,969.4 8,323.8
d) Capital work in progress 7 2,096.4 17,065.8 6,341.1 14,664.9
2 Investments 8 1,182.8 753.2
3 Current assets, loans and advances 9
a) Inventories 2,110.0 2,252.0
b) Sundry debtors 602.1 386.6
c) Cash and bank balances 204.0 401.9
d) Loans and advances 1,799.7 1,543.1
4,715.8 4,583.6
Less : Current liabilities and provisions 10
a) Liabilities 2,526.0 1,709.4
b) Provisions 92.5 106.0
2,618.5 1,815.4
Net current assets 2,097.3 2,768.2
4 Miscellaneous expenditure 11 0.1 0.1
(To the extent not written off or adjusted)
Total 20,346.0 18,186.4
Notes to the accounts 19

As per our report attached For and on behalf of the Board


For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
91
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

CONSOLIDATED PROFIT & LOSS ACCOUNT for the year ended March 31, 2009
(Rs million)
Schedule For the year ended For the year ended
Particulars
No. March 31, 2009 March 31, 2008
INCOME
Gross turnover 15,456.1 12,062.2
Less: Excise duty 249.3 195.5
Less: Inter divisional transfers 1,226.2 1,380.0
Turnover 13,980.6 10,486.7
Other income 12 82.1 149.8
Total 14,062.7 10,636.5
EXPENDITURE
Raw materials consumed 7,105.6 5,314.3
Manufacturing expenses, etc. 13 1,837.5 1,578.0
Personnel expenses 14 1,286.0 1,230.3
Administrative and other expenses 15 439.6 317.4
Selling expenses 16 716.7 675.2
(Increase)/decrease in work in process and finished goods 17 81.9 (7.3)
Increase/(decrease) in excise duty on finished goods (7.2) (0.1)
Total 11,460.1 9,107.8
Profit before financial expenses, depreciation and tax 2,602.6 1,528.7
Financial expenses 18 833.2 473.2
Depreciation 1,159.4 863.9
Profit for the year before extraordinary/ exceptional 610.0 191.6
item and tax
Foreign exchange gain/(loss) (1,440.7) 278.1
(Loss)/Profit for the year after extraordinary/ (830.7) 469.7
exceptional item and before tax
Less: Provision for taxation
- Current tax - 52.3
- Deferred tax liability/(asset) (315.6) (23.6)
- Fringe benefit tax 11.5 (304.1) 12.0 40.7
MAT credit entitlement - (12.6)
Provision for income tax for earlier years 6.6 53.5
(Loss)/Profit after tax (533.2) 388.1
Balance brought forward from previous year 2,133.9 1,755.4
Adjustment on account of employees' benefit - (9.6)
(Net of deferred tax of Rs Nil; Previous year Rs. 4.9 million)
(Refer Note 5)
Balance carried to balance sheet 1,600.7 2,133.9
Earning per share
(equity shares, nominal value Rs 10 each) (Note 8)
-Basic (2.65) 2.00
-Diluted (2.65) 1.97
Notes to the accounts 19

As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
92 Abhishek Industries Limited
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CONSOLIDATED CASH FLOW STATEMENT for the year ended March 31, 2009
(Rs million)
Particulars Current year Previous year
A CASH FLOW FROM / (USED) IN OPERATING ACTIVITIES
Net Profit before tax (830.7) 469.7
Adjustments for:
Depreciation 1,159.4 863.9
Financial expenses 833.2 473.2
Interest received on fixed deposits and from customers (35.9) (38.0)
Doubtful debts/ advances written off 0.1 1.4
Provision for doubtful debts/ advances 17.3 -
Provision for diminution in value of investments 81.7 32.8
Provisions no longer required written back (7.6) (10.8)
Profit on sale of current investments (non trade) (8.9) (59.6)
Loss on sale of current investments (non trade) 31.1 2.3
Dividend from, non-trade, unquoted, current investments (3.2) (6.9)
Loss on sale of fixed assets 2.4 8.3
Profit on sale of fixed assets (3.6) 2,066.0 (41.1) 1,225.5
Operating profit before working capital changes 1,235.3 1,695.2
Adjustments for:
(Increase)/decrease in trade and other receivables (453.0) (542.8)
(Increase)/decrease in inventories 142.0 89.9
Increase/(decrease) in trade payables and other liabilities 1,156.2 845.2 154.9 (298.0)
Cash generated from operations 2,080.5 1,397.2
Income tax paid (27.8) (85.4)
Net cash from / (used) in Operating activities 2,052.7 1,311.8
B CASH FLOW FROM / (USED) IN INVESTING ACTIVITIES
Purchase of fixed assets (3,905.9) (4,547.0)
Sale of fixed assets 7.2 534.3
Purchase of investments (2,035.1) (2,835.8)
Sale of investments 1,504.8 2,572.4
Share application money paid to others (31.5) -
Subsidy received from government 5.0 8.0
Interest received 30.9 33.9
Net cash from / (used) in Investing activities (4,424.6) (4,234.2)
C CASH FLOW FROM / (USED) IN FINANCING ACTIVITIES
Proceeds from issue of equity shares on conversion of warrants 536.4 -
Proceeds from issue of equity warrants - 60.0
Share application money - 0.1
Proceeds from long term borrowings 2,799.9 4,075.5
Repayment of long term borrowings (1,789.9) (1,171.3)
Changes in working capital loans/short term borrowings 1,457.0 298.8
Dividend paid - (0.1)
Interest paid (829.4) (474.1)
Net cash from / (used) in financing activities 2,174.0 2,788.9
Net increase/(decrease) in cash and cash equivalents (197.9) (133.5)
Cash and cash equivalents as at April 1, 2008 401.9 535.4
Cash and cash equivalents as at March 31, 2009 204.0 401.9
Notes to the accounts Schedule 19

As per our report attached to the Balance Sheet For and on behalf of the Board
For Deloitte Haskins & Sells S K Tuteja Rajinder Gupta
Chartered Accountants Chairman Managing Director
Manjula Banerji Pawan Jain Arun Goyal
Partner Company Secretary Chief Financial Officer
Membership No. 086423
Place : New Delhi Place : New Delhi
Date : May 15, 2009 Date : May 15, 2009
93
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

SCHEDULES annexed to and forming part of Consolidated Financial Statements


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 1 - SHARE CAPITAL
Authorised
50,00,00,000 (Previous year 50,00,00,000) Equity shares of Rs 10 each 5,000 .0 5,000.0
10,00,00,000 (Previous year 10,00,00,000) Preference shares of Rs 10 each 1,000.0 1,000.0
6,000.0 6,000.0
Issued, subscribed and paid up
22,21,94,675 (Previous year 19,41,94,675) Equity shares of Rs 10 each fully paid up, 2,221.9 1,941.9
Of the above :
3,46,29,630 Equity shares of Rs 10 each have been allotted on July 28, 1999 to the
Shareholders of the erstwhile Abhishek Spinfab Corporation Limited on
amalgamation with the Company vide Order dated May 13, 1999 of the
Hon’ble High Court for the States of Punjab and Haryana at Chandigarh,
without payment being received in cash;
9,36,97,545 Equity shares of Rs 10 each have been allotted on March 28, 2002 to
the Shareholders of the erstwhile Varinder Agro Chemicals Limited on
amalgamation with the Company vide Order dated January 3, 2002 of the
Hon’ble High Court for the States of Punjab and Hariyana at Chandigarh
without payment being received in cash; and
2,80,00,000 Equity shares issued for cash at a premium of Rs 11.30 per share during the
year (Refer Note 15)
2,221.9 1,941.9
SCHEDULE 2 - RESERVES AND SURPLUS
1 Capital reserve
Opening balance 81.6 73.6
Addition during the year 5.0 86.6 8.0 81.6
2 Share premium account
Opening balance 222.2 222.2
Addition during the year (Refer Note 15) 316.4 538.6 - 222.2
3 Surplus being balance in profit and loss account
Opening balance 2,133.9 1,755.4
Less: Adjustment on account of employees’ benefit - 9.6
(Net of deferred tax of Rs Nil ; Previous year Rs 4.9 million)
2,133.9 1,745.8

Addition/(deduction) during the year (533.2) 1,600.7 388.1 2,133.9


2,225.9 2,437.7
SCHEDULE 3 - EQUITY WARRANTS
Nil (Previous year 2,80,00,000) equity warrants, allotted on a preferential basis, carrying an - 60.0
option to the holder of such warrants to subscribe to one equity share of Rs 10 each at a
premium of Rs 11.30 per share for every warrant held, within 18 months from the date of
allotment (i.e. from July 9, 2007). (Refer Note 15)
- 60.0
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SCHEDULES annexed to and forming part of Consolidated Financial Statements (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 4 - SECURED LOANS
Loans from banks
Term loans 11,382.2 10,299.5
Cash credits/working capital loans 4,008.5 2,555.8
Vehicle loans 22.3 23.9
Other loans
Term loans from financial institutions 124.0 195.1
15,537.0 13,074.3
Term loans
Term loans from banks and financial institutions are secured by way of equitable mortgage created or to be created on all the present and future
immovable properties including all buildings, structures and all plant and machinery attached thereon of the Company and hypothecation of all
the movable properties including movable machinery spares, tools and accessories, etc., present and future, subject to prior charges created and/
or to be created in favour of the Company’s bankers on stocks of raw materials, semi finished and finished goods, consumable stores and other
movables, as may be required for working capital requirements in the ordinary course of business. The mortgages and charges referred to above
rank pari-passu or otherwise as mentioned above. (Amount due within one year Rs 2,399.1 million; Previous year Rs 1,440.5 million)
Cash credits/working capital loans
Cash credit/working capital loans are secured by hypothecation of raw materials, semi finished and finished goods, stock-in-process, consumable
stores, other asset and book debts, present and future, of the Company. The limits are further secured by way of second pari passu charge on
the immovable properties of the Company.
Vehicles loans
Vehicle loans are secured by hypothecation of vehicles acquired against such loans. (Amount due within one year Rs 7.2 million; Previous year
Rs 7.4 million).
(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 5 - UNSECURED LOANS
Short term deposits from customers 32.1 27.8
32.1 27.8
SCHEDULE 6 - FIXED ASSETS
(Rs million)
GROSS BLOCK DEPRECIATION NET BLOCK
As at Additions Sales/ As at As at Sales/ Upto As at As at
For the
Particulars March 31, during the Adjust- March 31, March 31, Adjust- March 31, March 31, March 31,
year
2008 year ment 2009 2008 ment 2009 2009 2008
Tangible Assets
Land
- Freehold 689.8 94.6 - 784.4 - - - - 784.4 689.8
- Leasehold 29.3 7.7 - 37.0 3.5 0.5 - 4.0 33.0 25.8
Buildings 1,971.5 * 589.4 - 2,560.9 281.3 64.9 - 346.2 2,214.7 1,690.2
Plant and machinery 10,362.2 # 7,037.7 45.5 17,354.4 4,694.6 1,044.0 43.2 5,695.4 11,659.0 5,667.6
Furniture and fixtures 174.3 49.6 0.2 223.7 79.9 12.1 - 92.0 131.7 94.4
Computer 111.9 13.0 0.2 124.7 42.8 15.9 0.2 58.5 66.2 69.1
Vehicles 82.9 11.8 5.4 89.3 28.4 7.7 1.9 34.2 55.1 54.5
Intangible Assets
Software 103.3 7.2 - 110.5 70.9 14.3 - 85.2 25.3 32.4
Current year 13,525.2 7,811.0 51.3 21,284.9 5,201.4 1,159.4 45.3 6,315.5 14,969.4
Previous year 12,101.6 1,963.0 539.4 13,525.2 4,375.4 863.9 37.9 5,201.4 8,323.8
Notes:
1. Additions to plant and machinery on account of exchange fluctuation in long term monetory items includes Rs 228.1 million (Previous year Rs
Nil), as a part of project and preoperative expense and Rs 78.1 million (Net of exchange gain of Rs 2.5 million for the year 2007-08) capitalised
pursuant of notification issued by National Advisory Committee on Accounting Standard dated 31.03.2009 (Refer Note 17).
* Building includes Rs 16.0 million being expenses incurred by the Company towards construction of canal for sourcing of water, ownership of
which belongs to Government of Punjab (Department of Irrigation), amortised over a period of five years.
# Plant and machinery includes Rs 15.5 million being expenses incurred by the Company towards laying of feeder line, ownership of which
belongs to Punjab State Electricity Board, amortised over a period of five years.
95
Directors’ Report Management’s Corporate Corporate Standalone Consolidated
Discussion and Analysis Sustainability Report Governance Report Financial Statements Financial Statements

SCHEDULES annexed to and forming part of Consolidated Financial Statements (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 7 - CAPITAL WORK IN PROGRESS
Building under construction 470.2 639.3
Machinery under erection 1,224.5 4,494.0
Capital advances 101.7 454.3
Project and pre-operative expenses pending allocation (Refer Note 10) 300.0 753.5
2,096.4 6,341.1
SCHEDULE 8 - INVESTMENTS (UNQUOTED, AT COST UNLESS OTHERWISE STATED)
Long Term (Trade) Associates
1,00,00,000 (Previous year 1,00,00,000) equity shares of Rs 10 each fully paid up of Lotus 100.0 100.0
Integrated Texpark Limited (Includes capital reserve of Rs 29.2 million which
diluted to Rs 18.3 million on further issue of share capital to third party)

Less : Group share of losses upto 31.03.2009 (0.2) (0.2)


99.8 99.8
Long Term Others
Trade
50,00,000 (Previous year 50,00,000) 7% Non cumulative redeemable preference shares 50.0 50.0
of Rs 10 each fully paid up of Praneel Innovations Limited (Investment in a
company under same management as per Section 370 (1B) of the Companies
Act, 1956)
50,00,000 (Previous year 50,00,000) 7% non cumulative redeemable preference shares 50.0 50.0
of Rs 10 each fully paid up of IOL Chemicals & Pharmaceuticals Limited
1,60,000 (Previous year 1,60,000) equity shares of Rs 10 each fully paid up of Nimbua 1.6 1.6
Greenfield (Punjab) Limited
50,000 (Previous year 50,000) equity shares of Rs 10 each fully paid up of Trident 0.5 0.5
Agritech Limited (formerly known as Madhuraj Agrotech Limited - Investment
in a company under same management as per section 370 (1B) of the
Companies Act, 1956)
102.1 102.1
Non Trade
32,000 (Previous year 32,000) units of face value of Rs 1,000 each, Rs 350 per unit, 11.2 9.6
paid up of Kotak India Venture Fund (Private Equity fund)
1,000 (Previous year 1,000) units of face value of Rs 1,00,000 each, Rs 3,000 per 3.0 3.0
unit, paid up of Kotak India Growth fund (Private Equity fund)
50 Previous year 50) non convertible redeemable debentures of Citi Corp 50.0 50.0
Finance, Series 195 of face value of Rs 10,00,000 each
64.2 62.6
Less: Dimunition in value of investment 28.8 -
35.4 62.6
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SCHEDULES annexed to and forming part of Consolidated Financial Statements (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 8 - INVESTMENTS (Unquoted, at cost unless otherwise stated) (Contd.)
Current (Non Trade) (Unquoted, at cost or fair value, whichever is lower).
Equity linked mutual funds
10,00,000 (Previous year 10,00,000) units of face value of Rs 10 each of Kotak Dynamic 10.0 9.3
Asset Allocation
10,81,410 (Previous year 10,81,410) units of face value of Rs 10 each fully paid up of 10.8 10.8
Kotak Global Emerging Market Fund
9,75,073 (Previous year 9,75,073) units of face value of Rs 10 each fully paid up of JM 16.1 16.1
Small & Mid Cap Fund-Regular Dividend Plan
6,29,752 (Previous year 6,29,752) units of face value of Rs 10 each fully paid up of 7.0 7.0
Fidelity Intl. Opportunities Fund - Growth
4,88,998 (Previous year 4,88,998) units of face value of Rs 10 each fully paid up of JM 5.0 5.0
Contra Fund Dividend plan
5,83,470 (Previous year 5,83,470) units of face value of Rs10 each fully paid up of 13.0 13.0
Principal Large Cap Fund
6,18,283 (Previous year 3,18,831) units of face value of Rs 10 each fully paid up of IDFC 13.0 7.0 -
Premier Equity Fund -Growth** (2,99,452 units acquired during the year)
2,44,499 (Previous year 2,44,499) units of face value of Rs 10 each fully paid up of 2.5 2.5
ICICI Prudential Indo Asia Equity Fund - Retail Growth
7,50,000 (Previous year 7,50,000) units of Rs 10 each fully paid up of SBI Infrastructure 7.5 7.5
Fund - Growth
12,50,000 (Previous year 12,50,000) units of Rs 10 each fully paid up of SBI Infrastructure 12.5 12.5
Fund - Dividend
37,217 (Previous year 37,217) units of face value of Rs 10 each fully paid up of DSP 2.0 2.0
India Tiger Fund - Growth
20,00,000 (Previous year 20,00,000) units of Rs 10 each fully paid up of Sundaram BNP 20.0 20.0
Paribas-Energy Opportunities Fund - Dividend
9,77,995 (Previous year 9,77,995) units of face value of Rs 10 each of Reliance Natural 10.0 10.0
Resources Fund Dividend Payout
1,94,035 (Previous year 1,40,865) units of face value of Rs 10 each of Reliance Growth 13.0 10.0
Fund - Dividend Plan ** (53,170 units acquired during the year)
1,50,127 ( Previous year 1,50,127) units of face value of Rs 10 each of Reliance Banking 10.0 10.0
Fund
Repurchase price Rs 75.9 million (Previous year Rs 127.3 million) 152.4 142.7
Less: Diminution in value of investments 76.5 20.7
75.9 122.0
Debt based mutual funds
Nil (Previous year 1,09,771) units of face value of Rs 10 each of Reliance Liquid - 120.0
Plus - Institutional Option - Growth*
Nil (Previous year 29,79,663) units of face value of Rs 10 each of Grindlays - 30.0
Super Saver Income - ST Plan C Fortnightly Dividend*
Nil (Previous year 1,16,527) units of face value of Rs 10 each fully paid up of - 2.3
ICICI Prudential Liquid Plan Institutional Plus - Growth Option*
Nil (Previous year 2,53,896) units of face value of Rs 10 each fully paid up of - 3.2
IDFC Floating Rate Fund- Long Term Institutional Plan B*
Nil (Previous year 70,25,716) units of face value of Rs 10 each fully paid up of - 98.2
Magnum Insta Cash Liquid Floater-Growth*
3,46,35,779 (Previous year Nil) units of face value of Rs 10 each fully paid up of Magnum 680.1 -
Insta Cash - Cash Option - Growth**
3,39,554 (Previous year Nil) units of face value of Rs 10 each fully paid up of Principal 4.1 -
Income Fund - Dividend**
72,55,157 (Previous year Nil) units of face value of Rs 10 each fully paid up of Principal 100.0 -
Floating Rate SMP - Growth**
Repurchase price Rs 784.5 million (Previous year Rs 253.8 million) 784.2 253.7
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SCHEDULES annexed to and forming part of Consolidated Financial Statements (Contd.)


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 8 - INVESTMENTS (Unquoted, at cost unless otherwise stated) (Contd.)
Investment under portfolio management services#
Kotak Securities Limited
30,09,103 (Previous year Nil) units in Kotak Floater Long Term (G)** 41.3 -
Nil (Previous year 2,38,649) units in K Liquid- Institutional Dividend Plan* - 2.4
Repurchase price Rs 41.8 million (Previous year Rs 2.4 million) 41.3 2.4
Equity Shares- Quoted
Nil (Previous year 39,152) equity shares of face value of Re. 1 each fully paid up - 9.4
of Zee Entertainment Enterprises Limited*
Nil (Previous year 2,032) equity shares of face value of Rs 2 each fully paid up of - 6.2
Larsen & Toubro Limited*
30,455 (Previous year 18,449) equity shares of face value of Rs 10 each fully paid up 8.3 17.6
of ICICI Bank Limited** (18,449 equity shares sold and 30,455 equity shares
acquired during the year)
Nil (Previous year 37,697) equity shares of face value of Rs 10 each fully paid up of - 7.0
GTL Limited*
Nil (Previous year 12,133) equity shares of face value Rs 10 each fully paid up of - 4.9
Bharat Petroleum Corporation Limited*
Nil (Previous year 19,697) equity shares of face value of Rs 10 each fully paid up - 5.8
of Hindustan Petroleum Corporation Limited*
Nil (Previous year 75,988) equity shares of face value of Rs 10 each fully paid up - 3.5
of Mysore Cements Limited*
1,82,246 (Previous year 94,530) equity shares of face value of Re. 1 each fully paid up 11.9 7.2
of Sun Pharma Advanced Research Company Limited** (87,716 equity shares
acquired during the year)
Nil (Previous year 25,964) equity shares of face value of Rs 10 each fully paid up - 8.0
of ING Vysya Bank Limited*
Nil (Previous year 26,997) equity shares of face value of Rs 10 each fully paid up - 10.2
of Shree Precoated Steels Limited*
Nil (Previous year 17,949) equity shares of face value of Rs 10 each fully paid up - 14.4
of Tata Tea Limited*
Nil (Previous year 34,248) equity shares of face value of Rs 10 each fully paid up - 16.1
of Tata Communications Limited*
1,10,390 (Previous year 62,844) equity shares of face value of Rs 10 each fully paid 15.8 12.4
up of IRB Infrastructure Developers Limited** (47,546 equity shares acquired
during the year)
35,353 (Previous year Nil) equity shares of face value of Rs 10 each fully paid up of 5.6 -
Cairn India Limited**
4,03,487 (Previous year Nil) equity shares of face value of Rs 10 each fully paid up of 11.7 -
Gujarat State Petronet Limited**
Market value Rs 50.5 million (Previous year Rs 115.7 million) 53.3 122.7
Less: Provision for dimunition in value 9.2 12.1
44.1 110.6
Total 1,182.8 753.2
* Sold during the year
** Acquired during the year.
# Investments have been made under the Discretionay Portfolio Management Agreement
entered into between the Company and Kotak Securities Limited (Portfolio Managers) and are
being held in the name of the Porfolio Manager as envisaged in the aforesaid Agreement
Repurchase price of current unquoted investments 902.2 383.5
Aggregate book value of unquoted investments 1,138.7 642.6
Aggregate book value of current quoted investments 44.1 110.6
Market value of current quoted investments 50.5 115.7
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(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 9 - CURRENT ASSETS, LOANS AND ADVANCES
A Current assets
Inventories
Stock in trade *
- Raw Materials 1,025.8 1,353.3
- Finished Goods 507.3 510.5
- Work in Process 357.2 304.2
Stores and Spares ** 219.7 84.0
2,110.0 2,252.0
* At cost or net realizable value, whichever is lower
** At cost or under
Sundry debtors (Unsecured)
Debts outstanding for a period exceeding six months
- Considered good 120.6 81.4
- Considered doubtful 2.1 2.0
122.7 83.4
Less: Provision for doubtful debts 2.1 120.6 2.0 81.4
Others debts considered good 481.5 305.2
602.1 386.6
Cash and bank balances
Cash in hand 20.4 16.0
Balances with scheduled banks in :
- Current accounts 46.6 34.0
- Deposits accounts (including Rs 55.2 million held as margin with banks; Previous year 137.0 351.9
Rs 101.0 million)
204.0 401.9
B. Loans and advances (Unsecured, considered good, unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received (Note 12)
- Considered good 954.2 861.2
- Considered doubtful 16.7 -
970.9 861.2
Less: Provision for doubtful advances (16.7) 954.2 - 861.2
With customs, excise and port trust authorities 560.1 540.7
Security deposits 177.4 64.7
MAT credit entitlement 76.5 76.5
Share application money to others 31.5 -
1,799.7 1,543.1
4,715.8 4,583.6
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(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 10 - CURRENT LIABILITIES AND PROVISIONS
A Current labilities
Acceptances 500.7 488.5
Sundry creditors (Refer Note 7) 1,922.8 1,145.0
Trade deposits and advances 49.2 23.8
Interest accrued but not due on loans 3.1 3.8
Unclaimed dividend* 4.4 4.4
Other liabilities 45.8 43.9
2,526.0 1,709.4
* Will be credited to Investor Education and Protection Fund on the expiry of 7 years from the due date.
B. Provisions
Taxation :
- Current tax ( net of advance tax of Rs 431.7 million) 45.2 49.9
- Fringe benefit tax ( net of advance tax of Rs 29.8 million) 1.5 1.5
Earned leaves * (Refer Note 5) 43.8 40.0
Gratuity payable (Refer Note 5) 2.0 14.6
92.5 106.0
2,618.5 1,815.4
* Includes provision for short term compensated absences Rs 12.0 million (Previous year Rs 10.7 million).
SCHEDULE 11 - MISCELLANEOUS EXPENDITURE
(TO THE EXTENT NOT WRITTEN OFF OR ADJUSTED)
Preliminary expenses 0.1 0.1
0.1 0.1
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(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 12 - OTHER INCOME
Insurance claims 5.9 23.0
Profit on sale of fixed assets 3.6 41.1
Loss on sale of fixed assets (2.4) 1.2 (8.3) 32.8
Profit on sale of current investments (non-trade) - 59.6
Less: Provision for dimunition in value of investments - (32.8)
Less: Loss on sale of current investments (non-trade) - - (2.3) 24.5
Dividend from non-trade unquoted current investments 3.2 6.9
Interest received on fixed deposits and from customers (Tax deducted 35.9 38.0
Rs 4.2 million (Previous year Rs 5.7 million)
Exchange gain 0.2 0.3
Miscellaneous receipts 28.1 13.5
Provisions no longer required written back 7.6 10.8
82.1 149.8
SCHEDULE 13 - MANUFACTURING EXPENSES
Purchase for resale 4.5 6.3
Stores and spares consumed 330.9 265.7
Power and fuel 1,032.9 953.3
Repair to plant and machinery 27.4 21.7
Packing material and charges 431.3 329.2
Job charges 10.5 1.8
1,837.5 1,578.0
SCHEDULE 14 - PERSONNEL EXPENSES
Salaries, wages, bonus and allowances 1,179.3 1,120.1
Contribution to provident and other funds 89.0 77.0
Workmen and staff welfare 17.7 33.2
1,286.0 1,230.3
SCHEDULE 15 - ADMINISTRATIVE AND OTHER EXPENSES
Rent 12.6 17.3
Rates and taxes 8.5 15.6
Insurance 40.0 41.9
Directors' sitting fees 1.2 1.2
Travelling and conveyance 41.8 45.2
Postage and telephone 20.2 17.6
Legal and professional 72.5 94.1
Buildings repairs 1.2 2.6
General repairs 13.6 19.8
Doubtful debts and advances written off 0.1 1.4
Provision for doubtful debts/advances 17.3 -
Software maintenance expenses 16.4 17.4
Electricity and water charges 2.3 7.4
Provision for dimunition in value of investments 81.7 -
Loss on sale of current investments (non-trade) 31.1 -
Less : Profit on sale of current investments (non-trade) (8.9) 103.9 - -
Miscellaneous (Includes exchange loss of Rs 57.9 million; Previous year 88.0 35.7
Rs 6.4 million)
Loss from Associate - 0.2
439.6 317.4
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(Rs million)
For the year ended For the year ended
Particulars
March 31, 2009 March 31, 2008
SCHEDULE 16 - SELLING EXPENSES
Commission 157.6 130.8
Freight, clearing and octroi charges 450.8 419.4
Rebates and discount 13.5 38.3
Advertisement 5.0 11.4
Business promotion 30.3 33.4
Others 59.5 41.9
716.7 675.2
SCHEDULE 17 - (INCREASE)/DECREASE IN
WORK IN PROCESS AND FINISHED GOODS
Opening Stock
Work-in-process 304.2 369.6
Finished goods 510.5 814.7 437.8 807.4
Add: Stock on commissioning of new paper plant on 01.12.2008
Work-in-process 60.6 -
Finished goods 39.1 99.7 - -
Less : Closing Stock #
Work-in-process 339.3 304.2
Finished goods 493.2 832.5 510.5 814.7
(Increase)/decrease 81.9 (7.3)
# Excludes production of work in process of Rs 17.9 million (Previous year ::
Rs. Nil) and finished goods of Rs 14.1 million (Previous year Rs. Nil) under
trial run for which expense are included in project and pre-operative
expense.
SCHEDULE 18 - FINANCIAL EXPENSES
Interest
- On loans for fixed period 479.8 272.2
- Others 305.4 175.7
Bank and other charges 48.0 25.3
833.2 473.2
SCHEDULE 19 - NOTES TO THE ACCOUNTS
1. Significant Accounting Policies
A Accounting convention
The accounts are prepared on accrual basis under the Historical Cost Convention in accordance with the Accounting Standards referred
to in sub section (3C) of Section 211 of the Companies Act, 1956 and other relevant presentational requirements of the Companies Act,
1956.
B Basis of consolidation
The consolidated financial statements present the consolidated accounts of Abhishek Industries Limited with its following subsidiaries.
Name of Subsidiary Country of Incorporation Proportion of ownership interest as at
March 31, 2009 March 31, 2008
Abhishek Industries Inc USA 100% 100%
Abhishek Europe SA Switzerland 99.8% 99.8%
Abhishek Global Ventures Limited India 100% 100%
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
In preparing consolidated financial statements, the financial statements of parent and subsidiaries are combined on a line by line basis by
adding together the book value of assets, liabilities, income and expenses. The intra-group balances and transactions and unrealised profit
and losses are fully eliminated.
Investments in associate have been accounted as per equity method whereby the investment is initially recorded at cost. Identifying any
goodwill/capital reserve arising at the time of acquisition. The carrying amount of investment is adjusted thereafter for post acquisition
change in investor’s share of net assets of investee.
Name of Associate Country of Incorporation Proportion of ownership interest as at
March 31, 2009 March 31, 2008
Lotus Integrated Texpark Limited India 47.5% 47.5%

C Revenue recognition
The revenue in respect of sales is recognized as and when the risk and reward in the goods is transferred to the buyer.
The revenue in respect of DEPB benefit is recognized on post export basis at the rate at which the entitlement accrues and is included
in the turnover.
Insurance claims are recognized when there exists no significant uncertainty with regard to the amounts to be realized and the ultimate
collection thereof.
D Borrowing costs
Borrowing costs that are attributable to acquisition or construction of a qualifying asset are capitalized as part of cost of such assets
Qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are
recognized as expenses in the period in which they are incurred.
E Government grants / subsidy
Government grant / subsidy related to revenue is deducted from the related expenses.
F Accounting for taxes on income
Provision for taxation for the year is ascertained on the basis of assessable profits computed in accordance with the provisions of the
Income-tax Act, 1961.
Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income
and accounting income that originates in one period and are capable of reversal in one or more subsequent periods. In respect of carry
forward of losses and unabsorbed depreciation, deferred tax assets are recognized based on virtual certainty that sufficient future taxable
income will be available against which such deferred tax asset can be realized.
G Employee benefits
The Company has various schemes of retirement benefits such as provident fund, gratuity and leave encashment, which is dealt with as
under:
(a) Contributions to provident fund are made in accordance with the provisions of Employee’s Provident Fund and Miscellaneous Provisions
Act, 1952 and are charged to revenue every year.
(b) The gratuity liability in respect of employees of the Company is covered through a policy taken by a trust from Life Insurance Corporation
of India. The Contributions towards the premium of the policy paid to the trust are charged to revenue every year. (Refer Note 5 also).
(c) Provision for leave encashment (including long term compensated absences) is made based on actuarial valuation.
Liability attributing to the long-term period of service, comprising mainly of bonus etc., is recognized on a straight-line basis to the period of
service to which it relates.
Liability on account of short term employee benefits, comprising mainly compensated absences and performance incentives, is
recognized on an undiscounted accrual basis during the period when the employee renders services/ vesting period of the benefit.
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
H Fixed assets
Fixed assets are stated at cost (net of CENVAT) less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, taxes and
other incidental expenses and interest on loan taken for the acquisition of qualifying assets up to the date of commissioning of assets.
In line with Notification No. G.S.R. 225(E) dated March 31, 2009 issued by The Ministry of Corporate Affairs, Government of India, the
exchange differences arising after April 1, 2007 on reporting of long term foreign currency monetary items at rates different from those at
which they were initially recorded during the period, or reported in previous financial statements, in so far as they relate to the acquisition
of a depreciable capital asset, have been added to or deducted from the cost of the asset and shall be depreciated over the balance useful
life of the asset. (Refer Note 17)
I Depreciation/amortisation
(i) Depreciation on fixed assets [other than those referred to in (ii) to (v) below] is provided on straight line method in accordance with
Schedule XIV to the Companies Act, 1956, except in case of one of the Co-generation and Recovery Plants, in respect of which higher
depreciation is provided on the basis of technological evaluation of a Chartered Engineer and Management’s estimate of useful life of
these plants
(ii) Assets costing Rs 5,000 or less are fully depreciated in the year of purchase.
(iii) The depreciable amount of intangible asset is systematically allocated over its useful life. The software acquired for internal use is
amortized over a period of five years.
(iv) The leasehold land is amortized over the lease period.
(v) Capital Expenditure in respect of assets not owned by the Company are amortized over the period of five years.
J Investments
Long-term investments are carried at cost less provision, if any, for diminution in value which is other than temporary. Current investments
are carried at lower of cost and fair value.
K Inventories
Raw materials, finished goods and work in process are valued at cost or net realizable value, whichever is lower. Stores and spares are valued
at cost or under. The cost formulas adopted in respect of inventories are as under:
Stores and spares: weighted average cost
Raw materials: weighted average cost
Finished goods: cost of raw materials plus conversion cost, packing cost and excise duty.
Work in process: cost of raw materials plus conversion cost depending upon the stage of completion.
L Foreign currency transactions
(i) Foreign currency transactions are recorded at the exchange rate prevailing as at the date of transactions except export sales which are
recorded at a rate notified by the customs for invoice purposes. Such rate is notified in the last week of the month and is adopted for
recording export sales of the next month. The exchange fluctuation arising on billing through banker is accounted for as difference in
exchange rates. The amount of such differences in exchange rate is included under turnover.
(ii) Monetary items denominated in a foreign currency are reported at the closing rate as at the date of balance sheet. Non-monetary items,
which are carried at fair value denominated in a foreign currency, are reported at the exchange rate that existed when such values were
determined, otherwise on historical exchange rate that existed on the date of transaction.
(iii) The exchange difference arising on the settlement of monetary items or on reporting these items at rate different from the rates at
which these were initially recorded/reported in previous financial statements are recognized as income/expense in the period in which
they arise except that such exchange differences which relate to fixed assets acquired up to March 31,2004 and after April 1, 2007 are
capitalized in the carrying amount of these assets and those exchange difference which relate to fixed assets acquired from outside
India during April 1, 2004 to March 31, 2007 have been capitalized till March 31, 2007. Further, where foreign currency liabilities have
been incurred in connection with fixed assets where the exchange difference during the construction period are adjusted in the cost of
the concerned assets.
(iv) In case of forward exchange contracts, the premium or discount arising at the inception of such contracts, is amortized as income or
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
expense over the life of the contract. Further exchange difference on such contracts i.e. difference between the exchange rate at the
reporting/settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/
expense for the period except that such exchange difference which relate to fixed assets acquired up to March 31, 2004 and after April
1, 2007 are capitalized in the carrying amount of these assets and those exchange differences which relate to fixed assets acquired
from outside India during April 1,2004 to March 31,2007 have been capitalized till March 31, 2007. Further where such contracts have
been entered in connection with fixed assets, the exchange differences arising during construction period are adjusted in the cost of
concerned assets.
(v) For the purpose of financial statements, the operations of subsidiary companies are treated as integral part to the operations of the
company. All revenue transactions of foreign subsidiaries are recorded, on initial recognition at exchange rate which is average yearly
rate since it is not practicable to determine the prevailing rate as at date of transaction. Such revenue transactions are insignificant
to the total revenue transactions of the group. Monetary items thereof reported at the closing rate as on the date of balance sheet.
Non-monetary items which are carried in terms of historical costs are reported using the exchange rate at the date of transaction. Non-
monetary items which are carried at fair value are reported using the exchange rate that existed when the values were determined.
(vi) The exchange differences arising on reporting of long term foreign currency monetary item related to other than acquisition of a
depreciable asset are accumulated in the “ Foreign Currency Monetary Item Translation Difference Account” and amortized over the life
of the monetary item but not beyond March 31, 2011.
M Impairment of assets
At each balance sheet date an assessment is made whether any indication exists that an asset has been impaired. If any such indication
exists, an impairment loss, i.e., the amount by which the carrying amount of asset exceeds its recoverable amount is provided in the books
of account.
N Employee share-based payments
Intrinsic Value Method is used to account for share based payments to employees.

2 Contingent liabilities not provided for:


(Rs million)
As at As at
Particulars
March 31, 2009 March 31, 2008
Claims* (excluding claims by employees where amounts are not ascertainable) not
acknowledged as debt:
- Sales tax 0.3 0.3
- Service tax 0.7 -
- Excise duty 3.7 5.0
- Income tax 16.3 5.3
- Others 7.7 2.4
* All the above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings when ultimately concluded
will not, in the opinion of the management, have a material effect on the results of operations or financial position of the Company.

- Bills discounted 801.2 630.8


- Estimated amount of contracts remaining to be executed on capital account (Net of 458.5 1,286.7
advances)
- Guarantees given to bank on behalf of others - 300.0
- Amount payable under agreement 26.2 92.9
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)

3. Auditors’ remuneration:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
As auditors (audit fee) # 3.1 2.5
In other capacities
- Others 1.7 1.7
Reimbursement of expenses 0.2 0.1
# includes remuneration of the auditors of the Company and its subsidiaries.
4. Managerial remuneration paid/payable to Managing Director and Whole Time Director
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Salary 9.9 9.6
Contribution to provident and other funds 1.7 1.6
Allowances 13.2 12.7
Insurance premium 0.1 0.1
Commission - 4.6
Total 24.9 28.6
The remuneration of Mr. Rajinder Gupta, Managing Director had been approved by the Shareholders in its EGM held on March 18, 2006 . An
amount of Rs 24.0 million has been provided in the books of account in respect of the salary to the Managing Director, out of which Rs 4.8
million has been paid and Rs19.2 million has been withheld due to inadequacy of profits as computed under Section 349 of the Companies
Act, 1956, for which Management is confident of obtaining Central Government approval.
Provisions for incremental gratuity liability and leave encashment have not been considered, since the provision is based on actuarial basis for
the Company as a whole.
5. Employee Benefits
(a) Defined contribution plans
The Company makes contribution towards employees’ provident fund and employees’ state insurance plan scheme. Under the schemes,
the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined
contribution schemes. The Company recognized Rs 98.2 million (Previous year Rs 77.0 million) during the year as expense towards
contribution to these plans. Out of Rs 98.2 million, Rs 9.2 million is included under Fixed assets/ Capital work in progress.

(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Company’s contribution to provident fund 71.1 55.7
Company’s contribution to employees’ state insurance scheme 20.2 16.0
Administrative charges on above 6.9 5.3

(b) Defined benefit plans


Gratuity scheme
The Company has entered into an agreement with Smt. Maya Devi Trust for the discharge of the gratuity liability to the employees of
the Company, who have acquired membership of the said Trust. The said Trust has taken a policy under Group Gratuity Scheme of the
Life Insurance Corporation and the Company is contributing to the Trust towards the payment of premium for such policy. The accrued
liability of the Company in respect of Gratuity payable to employees is covered in the manner aforesaid.
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Earned Leaves
Long term leaves includes earned leaves and sick leaves. These have been provided on accrual basis, based on year end actuarial
valuation.
As at As at
March 31, 2009 March 31, 2008
Gratuity Earned leave Gratuity Earned leave
Scheme and sick leave Scheme and sick leave
A Expenses recognized in the statement of Profit and
Loss Account for the year ended March 31, 2009
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Expected return on plan assets (4.9) - (3.4) -
Actuarial (gains)/ losses (2.9) (4.0) 18.5 5.1
Total expenses 16.3 6.1 35.3 13.6
B Net liabilities recognized in the balance sheet as at
March 31, 2009
Present value of defined benefit obligation as at March 78.0 31.8 62.3 29.3
31, 2009
Fair value of plan assets with LIC* (65.1) - (47.7) -
Funds with Employee Trust* (10.9) - - -
Net liability as at March 31, 2009 (unfunded) 2.0 31.8 14.6 29.3
C Change in the obligation during the year ended
March 31, 2009
Present value of defined benefit obligation at the 62.3 29.3 31.7 18.7
beginning of the year
Current service cost 19.4 7.6 17.8 7.2
Interest cost 4.7 2.5 2.4 1.3
Actuarial (gains)/losses (2.9) (4.0) 18.5 5.1
Benefits payments (5.5) (3.6) (8.1) (3.0)
Present value of defined benefit obligation at the 78.0 31.8 62.3 29.3
end of the year
D Change in assets during the year ended March 31, 2009
Plan Assets at the beginning of the year 47.7 - 27.6 -
Expected return on plan assets 4.9 - 3.4 -
Contribution by the Company 18.0 - 24.8 -
Actual benefits paid (5.5) - (8.1) -
Plan Assets at the end of the year 65.1 - 47.7 -
E Main actuarial assumptions
Discount rate 7.5% 7.5% 7.5% 7.5%
Rate of increase in compensation levels 7% 7% 7% 7%
Rate of return on plan assets 9.25% - 9.25% -
Mortality rate LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96)
Ultimate Ultimate Ultimate Ultimate
* The plan assets are maintained with Life Insurance Corporation of India/Trust. The details of the investment maintained by Life
Insurance Corporation of India/Trust are not available with the Company and have not been disclosed.
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SCHEDULE annexed to and forming part of Consolidated Financial Statements (Contd.)


SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)

6. Deferred taxation:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Deferred tax liability (DTL) on account of accelerated depreciation 1,093.9 715.5
Less : Deferred tax asset (DTA) arising on
- expenses deductible on payment. (279.7) (70.9)
- unabsorbed depreciation (to the extent DTL) (485.2) -
Net deferred tax liability 329.0 644.6#
The Company follows Accounting Standard (AS-22) “ Accounting for taxes on Income”, and in consideration of prudence and also considering
the favorable trend in the textile and paper business of the Company and potential orders for exports, the management is confident that
even after losses in the current year, the Company would be in a position to make adequate taxable profits in the foreseeable future.
Accordingly based on future projections, the management is of the view that sufficient future taxable income would be available to set off
unabsorbed depreciation and accordingly deferred tax assets of Rs 485.2 million would be realized.
# Net of deferred tax asset of Rs 4.9 million on adjustment on account of employee benefit, pursuant to adoption of Accounting Standard
(AS) 15 “Employee Benefits”.
7. Sundry Creditors includes Rs 5.6 million (Previous year Rs 0.1 million) being principal amount due to suppliers covered under “The Micro,
Small and Medium Enterprises Development Act, 2006” (MSMED Act) to the extent such parties have been identified from the available
information.
8. The earnings per share (EPS) disclosed in the profit and loss account have been calculated as under:
(Rs million)
Current year Previous year
Particulars
(12 months) (12 months)
Profit/Loss attributable to equity shareholders (Rs million) (A) (533.2) 388.1
Weighted average number of equity shares (Nos) (B) 20,09,45,360 19,41,94,675
Potential dilutive equity shares on Employee Stock Options outstanding (Nos) (C) - 14,17,927
Potential dilutive equity shares on Share Warrants(Nos) (D) - 17,50,000
Weighted average number of equity shares in computing diluted earning per share 20,09,45,360 19,73,62,602
(E) = (B+C+D)
Basic Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(B) (2.65) 2.00
Diluted Earnings per share (Rs per share) (face value of Rs 10 each) (A)/(E) (2.65) 1.97

9. Borrowing cost capitalized (including capital work in progress) during the year amounts to Rs 436.7 million (Previous year Rs 342.4
million).
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SCHEDULE annexed to and forming part of Consolidated Financial Statements (Contd.)


SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)

10. Project and pre operative expenses pending allocation includes:


(Rs million)
As at As at
Particulars
March 31 , 2009 March 31 , 2008
Opening Balance 753.5 239.1
Add: Expenses incurred during the year:
- Project & pre-operatives expenses
Loss on foreign exchange fluctuation 285.1 -
Interest expenses 167.3 342.4
Salary, wages and bonus etc. 74.4 102.2
Legal and professional 61.4 86.2
Electricity and water charges 7.4 11.2
Travelling and conveyance 6.6 4.5
Others 7.1 18.7
Bank charges 4.9 10.6
Stores and spares consumed 2.0 -
616.2 575.8
- Expenses incurred during Trial Run period
Raw material consumed 737.0 -
Steam consumed 377.8 -
Interest expenses 269.4 -
Electricity and water charges 246.6 -
Salary, wages and bonus etc. 154.8 -
Store & spares consumed 63.6 -
Rebates & discount 43.8 -
Freight,clearing and octroi charges 29.7 -
Other selling expenses 21.7 -
Commission 17.2 -
Legal and professional 5.0 -
Repair and maintenance 3.0 -
Travelling and conveyance 1.8 -
Others 16.0 -
(Increase) /decrease in work in progress and (131.7) -
finished goods
Increase /(decrease) in Excise duty 4.5 -
1,860.2 -
Less : Income earned during trial run period
Sales 1,377.8 -
Other incomes 0.3 -
1,378.1 482.1 - -
Grand Total 1,851.8 814.9
Less: Allocated to fixed assets and capital work in progress 1,551.8 61.4
Closing Balance 300.0 753.5
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SCHEDULE annexed to and forming part of Consolidated Financial Statements (Contd.)


SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
11. The related party disclosures as per Accounting Standard- 18 are as under:
I) Enterprises where control exists
a) Enterprise that controls the Company
- Madhuraj Foundation (directly or indirectly holds majority voting power)
II) Other related parties where transactions have taken place during the year:
a) Enterprises under the common control as the Company
- Trident Agritech Limited (Formerly known as Madhuraj Agrotech Limited)
- Madhuraj Foundation Limited
- Praneel Innovations Limited
- Rainbow Retail Limited (Formerly known as Abhishek Retail Limited)
b) Enterprise on which Company exercises significant influence
- Lotus Integrated Texpark Limited
c) Key management personnel
- Mr. Rajinder Gupta
- Mr. Raman Kumar
d) Relative of key management personnel
- Mr. Abhishek Gupta
Disclosure of transactions between the Company and related parties during the year and outstanding balances as on March 31, 2009.
(Rs million)
Enterprise that Enterprises that Significant Key management Relative of key
controls the are under common Influence personnel management
Particulars
Company control as the personnel
Company
Current Previous Current Previous Current Previous Current Previous Current Previous
year year year year year year year year year year
Purchase of Goods/Services
- Praneel Innovations Limited 22.8 28.8
- Madhuraj Foundation Limited. 0.3 -
- Madhuraj Foundation 0.1 -
- Lotus Integrated Texpark Limited. 2.3 -
Sale of Goods/Services
- Rainbow Retail Limited 1.2 -
Rent received
- Praneel Innovations Limited - 0.6
- Mr. Rajinder Gupta 0.6 0.6
- Lotus Integrated Texpark Limited 0.2 0.2
Rent paid 0.5 7.2
Security Deposit made
- Madhuraj Foundation 62.5 3.6
Security Deposit received
- Praneel Innovations Limited 0.2 -
Remuneration paid/payable
- Mr Rajinder Gupta (Also refer note 4) 24.0 28.6
- Mr. Raman Kumar 0.9 -
- Mr. Abhishek Gupta 0.7 -
Sale of assets:
- Madhuraj Foundation. - 70.0
- Lotus Integrated Texpark Limited - 210.0
Investments made:
- Lotus Integrated Texpark Limited - 100.0
Expenses incurred on behalf of:
- Rainbow Retail Limited 16.2 -
- Praneel Innovations Limited 0.3 -
Loan and advances taken
- Trident Agritech Limited 190.6 -
- Asian Trading Corporation Limited. - 246.2
Loans and advances given:
- Madhuraj Foundation 2.7 3.6
- Trident Agritech Limited - 130.9
- Praneel Innovations Limited 14.1 36.9
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SCHEDULE annexed to and forming part of Consolidated Financial Statements (Contd.)


SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
Disclosure of transactions between the Company and related parties during the year and outstanding balances as on March 31, 2009 (Contd.)
(Rs million)
Enterprise that Enterprises that Significant Key management Relative of key
controls the are under common Influence personnel management
Particulars
Company control as the personnel
Company
Current Previous Current Previous Current Previous Current Previous Current Previous
year year year year year year year year year year
Guarantees given on behalf of
- Asian Trading Corporation Limited. - 300.0
Balances as at March 31, 2009:
Share application money paid
- Lotus Integrated Texpark Limited 1.0 -
- Rainbow Retail Limited 30.0 -
Guarantee outstanding
- Asian Trading Corporation Limited. - 300.0
Amounts receivable
- Trident Agritech Limited - 143.8
- Lotus Integrated Texpark Limited - 5.0
- Madhuraj Foundation 0.5 2.7
- Praneel Innovations Limited 30.0 30.0
- Rainbow Retail Limited (net of provision 7.4 -
of Rs 10.0 million)
Amounts payable
- Praneel Innovations Limited - 3.7
- Lotus Integrated Texpark Limited 0.8 -
- Trident Agritech Limited 36.8 -
- Mr. Rajinder Gupta 25.4 6.1
- Mr. Raman Kumar 0.1 -
- Mr. Abhishek Gupta 0.1 -
- Asian Trading Corporation Limited - 246.2
12. Loans and advances include amount given to Companies under the same management referred to in Section 370 (1B) of The Companies Act,
1956 of Rs Nil (Previous year Rs 143.8 million), Rs 30.0 million (Previous year Rs 30.0 million) and Rs Nil (Previous year Rs Nil), recoverable
from Trident Agritech Limited (formerly known as Madhuraj Agrotech Limited), Praneel Innovations Limited and Madhuraj Foundation Limited
respectively {maximum amount outstanding during the year Rs 152.5 million (Previous year Rs 112.4 million), Rs 45.3 million (Previous year
Rs 30.0 million) and Rs 0.2 millions (Previous year Rs Nil) respectively}.

13. Segment information:


I Segment Accounting Policies
a. The business segments comprise of the following:
• Yarn : Yarn manufacturing
• Towel : Towel, Dyed Yarn manufacturing
• Paper and Chemical : Paper and Sulphuric Acid
b. Business segments have been identified based on the nature and class of products and services, their customers and assessment
of differential risks and returns and financial reporting system within the Company
c. The geographical segments considered for disclosure are based on markets, broadly as under:
• Sale in the USA
• Sale in rest of the world
d. Segment accounting policies: In addition to the significant accounting policies, applicable to the business as set out in Note 1 of
Schedule 19 “ Notes to the Accounts”; the accounting policies in relation to segment accounting are as under:
i. Segment assets and liabilities:
Segment assets include all operating assets used by a segment and consist principally of cash, debtors, inventories and fixed assets
including capital work in progress, net of allowances and provisions, which are reported as direct offset in the balance sheet.
Segment liabilities include all operating liabilities and consist principally of creditors and accrued liabilities.
ii. Segment revenue and expenses:
Joint revenue and expenses of segments are allocated amongst them on reasonable basis. All other segment revenue and
expenses are directly attributable to the segments.
iii. Inter segment sales: Inter segment sales are accounted for at cost and are eliminated in consolidation.
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)
II Details of primary business segments: -
(Rs million)
Paper & Consolidated
Particulars Yarn Towel Unallocable Eliminations
Chemical Total
Current Previous Current Previous Current Previous Current Previous Current Previous Current Previous
year year year year year year year year year year year year
1 Segment Revenue
- External sales 3,397.0 2,948.3 7,560.5 5,814.1 3,023.1 1,724.3 13,980.6 10,486.7
- Inter-segment sales 1,211.3 1,363.0 1.3 8.0 13.7 9.1 (1,226.3) (1,380.1) - -
- Other Income 0.2 71.0 27.5 269.2 10.1 25.5 4.1 - (4.4) (0.1) 37.5 365.6
Total Revenue 4,608.5 4,382.3 7,589.3 6,091.3 3,046.9 1,758.9 4.1 - (1,230.7) (1,380.2) 14,018.1 10,852.3
2 Segment Results 58.4 334.6 (94.2) 578.4 326.3 222.0 290.5 1,135.0
Unallocated corporate expenses (net of
(288.0) (192.1)
unallocated income)
Profit before interest and tax 2.5 942.9
Interest expense (833.2) (473.2)
Provision for taxation 297.5 (81.6)
3 Profit/(Loss) after tax (533.2) 388.1
4 Other Information
a) Segment assets 6,748.5 5,287.2 5,800.6 5,861.8 8,886.6 8,013.9 (852.6) (1,079.1) 20,583.1 18,083.8
Unallocated corporate assets 2,381.3 1,939.9 2,381.3 1,939.9
Total assets 6,748.5 5,287.2 5,800.6 5,861.8 8,886.6 8,013.9 2,381.3 1,939.9 (852.6) (1079.1) 22,964.4 20,023.7
b) Segment liabilities 640.8 164.6 786.9 664.1 1,635.3 1,941.2 (905.8) (1,025.7) 2,157.2 1,744.2
Unallocated corporate liabilities 20,807.2 18,279.5 20,807.2 18,279.5
Total liabilities 640.8 164.6 786.9 664.1 1,635.3 1,941.2 20,807.2 1,8279.5 (905.8) (1,025.7) 22,964.4 20,023.7
Capital Expenditure 1,775.1 389.1 371.6 792.9 1,354.2 3,283.8 14.1 287.7 3,515.0 4,753.5
Depreciation 275.8 307.7 520.6 466.0 337.0 58.8 26.0 31.4 1,159.4 863.9
Non-cash expenses other than depreciation 2..4 0.2 14.0 1.1 1.1 - 81.7 32.8 99.2 34.1
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SCHEDULE 19 - NOTES TO THE ACCOUNTS (Contd.)

III Secondary segment – Geographical:-


(Rs million)
Particulars Current year Previous year
Sale in USA 5,150.7 4,126.8
India and other countries 8,829.9 6,359.9
Total Sales 13,980.6 10,486.7
Segment Assets in:
USA 8.2 38.2
India and other countries 21,427.5 19,124.7
Capital expenditure:
USA - -
India and other countries 3,515.0 4,753.5

14. The Company hedges its foreign currency fluctuation exposure by way of foreign currency derivative options. The Company has taken
various USD/INR options from various banks and as at March 31, 2009, there are 9 open put options having a maturity period up to January
2013. These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which
is usually bank specific instead of being marked to market. Based on marked to a model concept the loss on valuation amounts to Rs 2,707.8
million. However, in the view of the management due to significant uncertainty associated with the above derivative options whose ultimate
outcome depends on future events, the loss on such open derivative options cannot be determined at this stage.
15. During the Financial year 2008-09, the Company has allotted for cash 2,80,00,000 equity shares of Rs 10.00 each at a premium of Rs 11.30
per share on conversion of equivalent number of warrants issued on preferential basis. The proceeds received from this issue have been
utilized towards meeting part of capital expenditure for Integrated Paper and Pulp project of the Company.
16. The Board of Directors of the Company has granted options to the employees pursuant to Abhishek Employees Stock Options Plan 2007 on
July 9, 2007. These options were granted at Rs 17.55 per option, being the latest available closing market price prior to the date of grant of
options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option is equal and therefore there
is no impact on profit and loss account due to Employee Share-based options as the Company is following intrinsic value method.
17. The Company has exercised the option given vide notification No. G.S.R. 225(E) dated March 31, 2009 issued by the Ministry of Corporate
Affairs, Government of India and in accordance therewith, the Company has capitalized the loss aggregating to Rs 78.1 million arisen on
translation of long term foreign currency monetary liabilities relating to acquisition of fixed assets, out of which Rs 0.2 million has been
amortized during the year and the unamortized balance as at March 31, 2009 is Rs 77.9 million.
Had the Company not exercised the option given under the aforesaid Notification, gross fixed assets would have been Rs 20,954.0 million
(as against reported figure of Rs 21,032.1 million), depreciation would have been Rs 1,159.1 million (as against reported figure of Rs 1,159.3
million), net exchange loss would have been Rs 136.0 million (as against reported figure of Rs 57.9 million) and loss after tax for the year
would have been Rs 608.3 million (as against reported figure of Rs 530.4 million).
18. During the Financial year 2008-09, the Company completed its Integrated Paper and Pulp project. After installing and completing the project,
the Company had to further incur additional capital expenditure on debottlenecking of critical processes of newly installed paper & pulp
machines and finally started the commercial production w.e.f. December 1, 2008 after achieving normal level of production. The expenditure
incurred on the project has been capitalized in the books of accounts.
19. The figures of the previous year have been rearranged/ regrouped, wherever considered necessary to facilitate comparison.
20. Schedules 1 to 19 form an integral part of the accounts.

For and on behalf of the Board

S K Tuteja Rajinder Gupta


Chairman Managing Director

Place : New Delhi Pawan Jain Arun Goyal


Date : May 15,2009 Company Secretary Chief Financial Officer
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INFORMATION RELATED to subsidiaries for the year ended March 31, 2009

Figures in India Rupees*


Name of subsidiary Company Abhishek Abhishek Abhishek Global
Industries Inc. Europe SA** Ventures Limited
Country of Incorporation USA Switzerland India
Financial year ended on March 31, 2009 March 31, 2009 March 31, 2009
No. of shares held in subsidiary Company 50,000 equity shares of 1,000 equity shares of 50,000 equity shares of
USD 1 each CHF 100 each Rs 10 each
Extent of Holding Company’s interest (%) 100.00 99.80 100.00
Financials
a) Capital 25,36,750.00 44,35,854.00 5,00,000.00
b) Reserves (12,61,121.42) (28,72,810.01) (39,39,002.00)
c) Total Assets 13,72,025.08 20,17,077.11 6,56,64,806.00
d) Total Liabilities (excludes capital & reserves) 96,396.50 4,54,033.12 24,806.00
e) Details of Investments NIL NIL 4,75,000.00
f) Turnover NIL NIL 37,17,740.00
g) Profit before taxation 14,96,852.46 (5,07,196.96) (37,89,681.00)
h) Provision for Taxation (includes fringe benefit tax) NIL 20,806.90 29,056.00
i) Profit after taxation 14,96,852.46 (5,28,003.86) (38,18,737.00)
j) Proposed dividend NIL NIL NIL
*Exchange rate as on March 31, 2009
For Abhishek Industries Inc - 1 USD = Rs 50.735
For Abhishek Europe SA - 1 CHF = Rs 44.270
**The Company has disinvested its entire holding in Abhishek Europe SA. Accordingly Abhishek Europe SA has ceased to be a subsidiary of the
Company w.e.f. May 18, 2009.
114 Abhishek Industries Limited

NOTES
115

NOTES
116 Abhishek Industries Limited

NOTES
Abhishek Industries Limited
Registered Office: Trident Complex, Raikot Road, Barnala – 148 101, Punjab

NOTICE
Notice is hereby given that the 19th Annual General Meeting of the consent of the Company be and is hereby accorded to the appointment
Members of ABHISHEK INDUSTRIES LIMITED will be held on Thursday, of Mr. Raman Kumar as Whole Time Director of the Company for a
the 27th day of August, 2009 at 10.30 A.M. at the Registered Office of the period of three years with effect from September 24, 2008 on the
Company at Trident Complex, Raikot Road, Barnala, Punjab to transact the following terms and conditions, including remuneration as approved by
following business: the Compensation Committee of the Company subject to a maximum
ORDINARY BUSINESS of Rs. 1,40,000/-(Rupee One lac forty thousand) per month, as are set
out in the Agreement entered into by the Company with Mr Raman
1. To receive, consider and adopt the audited Balance Sheet of the
Kumar, which agreement is placed before the meeting and is hereby
Company as at March 31, 2009; Profit and Loss Account and Cash
specifically sanctioned with liberty to the Board of Directors to alter
Flow Statement for the year ended on that date along with the
and vary the terms and conditions of the said appointment and/or
Reports of the Auditors and Directors thereon.
remuneration and/or agreement as may be agreed to between the
2. To appoint a Director in place of Mr S K Tuteja, who retires and being
Board of Directors and Mr Raman Kumar or as may be varied in the
eligible, offers himself for re-appointment.
General Meeting:
3. To appoint a Director in place of Ms Pallavi Shroff, who retires and being
1. Basic Salary: Rs. 56,000/- (Rupees fifty six thousand only) per
eligible, offers herself for re-appointment.
month
4. To appoint a Director in place of Ms Ramni Nirula, who retires and being
2 Perquisites and allowances: 150% of the Basic Salary
eligible, offers herself for re-appointment.
3. Other Terms:
5. To appoint a Director in place of Mr Rajiv Dewan, who retires and being
a) The Whole Time Director shall also be entitled
eligible, offers himself for re-appointment.
to the benefits under other benefits, medical
6. To appoint auditors to hold office from the conclusion of this Annual
reimbursement schemes, privileges and amenities,
General Meeting until the conclusion of next Annual General Meeting
amended salary structure, in accordance with the Company’s
and to fix their remuneration and pass following resolution thereof:
practice and Rules & Regulations in force from time to
“RESOLVED that M/s Deloitte Haskins & Sells, Chartered Accountants, time.
New Delhi, be and are hereby re-appointed as statutory auditors of the
b) Apart from the above remuneration the Whole Time Director
Company to hold the office from the conclusion of this Annual General
shall also be provided with a car and chauffeur as per the
Meeting until the conclusion of the next Annual General Meeting of the
Company’s policy.
Company, on such remuneration including reimbursement of traveling
c) Notwithstanding anything to the contrary herein contained,
and other out of pocket expenses as may be fixed by the Managing
where in any financial year, the Company has no profits or
Director of the Company.”
its profits are inadequate, the Company will pay the above
SPECIAL BUSINESS remuneration as minimum remuneration to the Whole Time
7. Appointment of Director Director.
To consider and, if thought fit, to pass with or without modification(s), d) The Board of Directors may increase the remuneration
the following resolution as an Ordinary resolution: and perquisites of Mr Raman Kumar, Whole Time Director
“RESOLVED that Mr Karan Avtar Singh, who was appointed as an from time to time within the limits prescribed under the
Additional Director of the Company by the Board of Directors pursuant Companies Act, 1956 and such other guidelines or ceiling
to Section 260 of the Companies Act, 1956 and holds office upto fixed by the Government from time to time.”
the date of this Annual General Meeting, be and is hereby appointed “RESOLVED FURTHER that Board of Directors of the
as a Director of the Company subject to annual retirement under the Company be and is hereby authorized to do all such
Articles of Association of the Company.” acts, deeds, matters and things as may be necessary
8 Appointment of Mr. Raman Kumar as Whole Time Director & and expedient for giving effect to the above resolution.”
payment of remuneration thereof 9. Increase in remuneration of Mr. Abhishek Gupta
To consider and if thought fit, to pass with or without modification(s), To consider and if thought fit, to pass with or without modification(s),
the following resolution as a Special Resolution: the following resolution as a Special Resolution:
“RESOLVED that pursuant to the provisions of Sections “RESOLVED that pursuant to provisions of Section 314(1B) of
198, 269, 309 read with Schedule XIII and all other the Companies Act, 1956 and all other applicable provisions, rules,
applicable provisions of the Companies Act, 1956, regulations and subject to approval of Central Government, if so
subject to the approval of Central Government, if so required, the required, the remuneration of Mr. Abhishek Gupta, son of Mr Rajinder

114-120.indd 114 8/3/09 5:51:34 PM


Gupta, Managing Director of the Company be and is hereby fixed at Rs or through any body corporate, directly or indirectly, more than 10%
1,50,000 (Rupees One lac fifty thousand) w.e.f. April 1, 2009 as per of the outstanding equity Shares of the Company), of the Company,
the following structure:- whether in India or abroad, options exercisable into shares or securities
Basic Salary – Rs 60,000 per month convertible into equity shares up to 5% of paid up share capital of the
Company as on March 31, 2009, i.e. upto 1,11,09,733 equity shares
Perquisites & Allowances – 150% of the Basic salary”
[including the quantum of shares that may be bought by an Employee
“RESOLVED FURTHER that he will also be eligible for all facilities and Welfare Trust (hereinafter referred to as “the Trust” which term shall
schemes as given to other employees of the Company under same be deemed to include any Employee Welfare Trust formed for this
cadre.”
purpose) through any of the recognised stock exchanges where the
“RESOLVED FURTHER that the Board of Directors of the company be company’s shares are traded], under one or more employee stock
and is hereby authorized to do all such acts, deeds, matters and things option schemes (“the Schemes”), in one or more tranches, and on such
as may be necessary and expedient for giving effect to the above terms and conditions as may be fixed or determined by the Board in
resolution.” accordance with the provisions of the law or guidelines issued by the
10. Increase in Borrowing Powers relevant Authority; each option would be exercisable for one Equity
To consider and if thought fit, to pass with or without modification(s), share of a face value of Rs. 10 each fully paid-up on payment of the
the following resolution as an Ordinary Resolution: requisite exercise price to the Company”.

“RESOLVED that in supersession of the resolution passed by the “RESOLVED FURTHER that the Board be and is hereby authorised to
shareholders in the Extra-Ordinary General Meeting held on March 18, issue and allot Equity shares upon exercise of options from time to
2006, the consent of the Company be and is hereby accorded under time in accordance with the employee stock option scheme(s) and such
the provisions of Section 293(1)(d) of the Companies Act, 1956 to the Equity shares shall rank pari passu in all respects with the then existing
Board of Directors of the Company for borrowing monies, from time Equity Shares of the Company”.
to time, at its discretion either from the Company’s bankers or any “RESOLVED FURTHER that in case the equity shares of the Company
other bank(s), financial institution(s), international lending agencies are either sub-divided or consolidated, then the number of shares to
or any other lending institution(s), persons, firms, trusts or bodies be allotted and the price of acquisition of the shares by the aforesaid
corporates by way of deposits, advances or other loans, convertible/ option grantees under the schemes shall automatically stand
non-convertible debentures, whether unsecured or secured directly by augmented or reduced, as the case may be, in the same proportion as
mortgage, charge, hypothecation or pledge of any of the Company’s the present face value of Rs. 10 per equity share bears to the revised
assets and properties, book debts or by collateral security thereon or on face value of the equity shares of the Company after such sub-division
such terms and conditions as may be considered suitable by the Board or consolidation, without affecting any other rights or obligations of
of Directors, even though the monies to be borrowed together with the said allottees”.
monies already borrowed by the Company, apart from temporary loans “RESOLVED FURTHER that the Board be and is hereby authorized
obtained from Company’s Bankers in the ordinary course of business, to make modifications, changes, variations, alterations or revisions in
exceeds the aggregate paid-up capital of the Company and its free the said schemes as it may deem fit, from time to time in its sole and
reserves i.e. reserves not set apart for any specific purpose provided, absolute discretion in conformity with the provisions of the Companies
however, that the total amount of such borrowings shall not exceed Act, 1956, the Memorandum and Articles of Association of the
the amount of Rs 30,00,00,00,000/- (Rupees Three thousand crores Company, SEBI (Employee Stock Option Scheme) Guidelines and any
only) at any time.”
other applicable laws”.
“RESOLVED FURTHER that the Board of Directors of the company be
“RESOLVED FURTHER that the Board be and is hereby authorized to
and is hereby authorized to do all such acts, deeds, matters and things
take such steps for listing of the securities allotted under the schemes
as may be necessary and expedient for giving effect to the above
on the stock exchanges where the securities of the Company are listed
resolution”.
as per the provisions of the listing agreement(s) with the concerned
11. Employee Stock Options Scheme stock exchanges, the guidelines and any other applicable laws and
To consider and if thought fit, to pass with or without modification(s), regulations”.
the following resolution as a Special Resolution:- 12. To take note of the result of postal ballot conducted for creation
“RESOLVED that pursuant to the provisions of Section 81(1A), and of Mortgage
all other applicable provisions, if any, of the Companies Act 1956, To take note of the result to be submitted by the Scrutinizer for
the Memorandum and Articles of Association of the Company and the Ordinary Resolution proposed to be passed separately through
subject to such other approvals, permissions and sanctions as may be postal ballot pursuant to the provisions of Section 192A and all other
necessary and subject to such conditions and modifications as may applicable provisions of the Companies Act, 1956 for creation of
be prescribed or imposed while granting such approvals, permissions Charge over moveable and immoveable properties of the Company for
and sanctions, the consent of the Company be and is hereby accorded securing term loans and working capital facilities under section 293(1)
to the Board of Directors of the Company (hereinafter referred to as (a) of the Companies Act, 1956.
“the Board” which term shall be deemed to include any Committee,
including the Compensation Committee/any other Committee(s) which
the Board may constitute to exercise its powers, including the powers, By Order of the Board
conferred by this resolution), in addition to existing ESOP scheme of For Abhishek Industries Limited
the Company, to create, offer, issue and allot at any time to or to the Registered Office:
benefit of such person(s) who are in permanent employment of the Trident Complex
company, including any Director, whether whole time or otherwise Raikot Road
(except any director who is a promoter or belongs to the promoter Barnala-148 101, Punjab Pawan Jain
group or otherwise, who holds, either by himself or through his relative, Dated: July 23, 2009 Company Secretary

114-120.indd 115 8/3/09 5:51:34 PM


NOTES: advice of Mr. Karan Avtar Singh and recommend the acceptance of the
i. A Member entitled to attend and vote is entitled to appoint a resolution.
proxy to attend and vote on poll instead of himself/herself and the None of the Directors is interested in the resolution except Mr. Karan Avtar
proxy need not be a member. Proxy form in order to be effective Singh, the proposed appointee.
must be received by the Company not less than 48 hours before Item No. 8
the commencement of the Meeting. A proxy so appointed shall
Appointment of Mr. Raman Kumar as Whole Time Director &
not have any right to speak at the meeting. The blank proxy form
payment of remuneration thereof
is enclosed.
Mr Raman Kumar was appointed as Director of the Company w.e.f. September
ii. The Register of Members and Share Transfer Books of the Company
24, 2008 after obtaining shareholders approval in the Annual General
will remain closed from Friday, August 21, 2009 to Thursday, August
Meeting held on that day. The Board of Directors appointed Mr Raman Kumar
27, 2009 (both days inclusive) for the purpose of Annual General
as Whole Time Director of the Company in their meeting held on September
Meeting.
24, 2008 for a period of three years w.e.f. September 24, 2008 and payment
iii. Documents referred to in the Notice and Explanatory Statement are of remuneration thereof as approved by the Compensation Committee of the
open for inspection at the Registered Office of the Company on all Company and on the terms and conditions as are set out in the resolution.
working days, except holidays, between 11.00 A.M. to 1.00 P.M. upto As per the provisions of the Companies Act, 1956, read with schedule XIII,
the date of the Annual General Meeting. thereof, approval of shareholders is required for the purpose. Hence, the Board
iv. Explanatory Statements pursuant to Section 173(2) of the Companies recommends the resolution for your approval by way of special resolution.
Act, 1956 in respect of Item No. 7 to 11 are annexed hereto and forms The information as required under Schedule XIII of the Companies Act, 1956
part of this Notice. is given hereunder:
v. Members desirous of getting any information on Accounts or other items
of Agenda are requested to forward his/her queries to the Company at
I. GENERAL INFORMATION
least ten working days prior to the date of Annual General Meeting so Nature of Industry
as to enable the Management to keep the information ready. Abhishek Industries Limited is operating in three business segments
vi. Corporate members intending to send their authorized representatives viz. Yarns, Terry Towels, Paper and Chemicals.
are requested to send a duly certified copy of the Board resolution Commercial Production
authorizing their representatives to attend and vote at the Annual As on March 31, 2009, the Company is having capacities for
General Meeting. manufacture and processing as hereunder:
vii. Members are requested to notify immediately the change in their Sr Particulars of Manufacturing/ Capacity
address, if any, to the Company or its Share Transfer Agent and in case No processing
the shares are held in dematerialized form, this information should be 1. Yarn 1,76,352 Spindles
passed on to their respective Depository Participants without any
2. Processed Yarn 6,825 tpa
delay and should always quote their folio number or DP ID & Client ID,
3. Open End Yarn 1,920 Rotors
as the case may be, in all correspondence.
4. Manufacture of Terry Towels 350 Looms
viii. Members/Proxies attending the Meeting are requested to bring their 5. Writing & Printing Paper 1,75,000 tpa
copy of Annual Report with them at the Meeting and deliver the
6. Sulphuric Acid 1,00,000 tpa
enclosed attendance slip at the entrance of the meeting hall.
7. Caustic Soda 110 tpd
ix. Reappointment of Directors 8. Co generation of Power 50 MW
Pursuant to the provisions of Articles of Association, Mr. S K Tuteja, 9. Steam 338 tph
Ms. Pallavi Shroff, Ms. Ramni Nirula and Mr. Rajiv Dewan, Directors are The Company has recently completed its first phase of Yarn expansion
retiring at the ensuing Annual General Meeting and being eligible, offer project at Budni, successfully. As per first phase of expansion, the
themselves for reappointment. The brief resumes of all these directors Company has set up 50,400 spindles at Budni, Madhya Pradesh which
and other information as per Clause 49 of the Listing Agreement with increased the total Yarn capacity to 1,76,352 spindles & laid foundation
Stock Exchanges are provided elsewhere in the Annual Report. stone of second phase, comprising another 50,400 spindles. The Company
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE has started commercial production on its newly installed integrated state
COMPANIES ACT, 1956 of the art Paper modernisation cum expansion project. Post completion of
Item No. 7 project, the paper manufacturing capacity of Company has increased to
1,75,000 tpa. The Terry Towel Expansion plan consists of addition of 82
Appointment of Director
looms and modernization cum balancing of textile facilities is successfully
Mr. Karan Avtar Singh was appointed as an Additional Director on the Board w.e.f. completed & all looms were made operational during the year.
January 3, 2009 in terms of Article 161 of the Articles of Association of the
Financial performance
Company. Pursuant to Section 260 of the Companies Act, 1956, he holds office
upto the date of this Annual General Meeting and is eligible for appointment During the year under review, the Company has achieved a gross turnover
as Director. The Company has received a notice in writing from a shareholder of Rs 15,456.1 million, Operational profit (EBDITA) of Rs 2605.3 million.
under Section 257 of the Companies Act, 1956 proposing his name for the However, due to volatility in foreign exchange the Company suffered a net
appointment as Director of the Company. No equity share of the Company loss of Rs 530.4 million during the year under review.
is being held by Mr. Karan Avtar Singh. A brief profile of Mr. Karan Avtar Singh Export performance and net foreign exchange
and other information as per clause 49 of the Listing Agreement with Stock During the year ended March 31, 2009 the total exports of the
Exchanges are provided elsewhere in this Annual Report. Company have been at Rs 6861.5 million and the Company has earned
Your Directors consider that the Company would be benefited by the mature net foreign exchange of Rs 5398 million.

114-120.indd 116 8/3/09 5:51:35 PM


Foreign Investments and collaborators Mr. Raman Kumar does not have any pecuniary relationship with the
The Company has established wholly owned subsidiary in USA in Company or relationship with the managerial personnel.
2003 in the name of Abhishek Industries Inc. The financial details
on liabilities and assets including investments in the subsidiary are III OTHER INFORMATION
provided elsewhere in the Annual Report. Keeping the overall scenario of the industry, the operational
performance of the Company is reasonably good and has been
The Company has not entered into any foreign collaboration as on
date. expanding its capacities across the segment to gain the competitive
edge. The company is strengthening its focus on supply chain
Il INFORMATION ABOUT THE management, quality control, captive production, Kaizen, strategic
market alliances and expansions.
APPOINTEE
Background details The above may also be treated as an abstract under of terms of
contract/agreement entered into between the Company and Mr Raman
Mr Raman Kumar, aged 57 years, is masters in economics and post
Kumar, Wholetime Director pursuant to Section 302 of the Companies
graduate in business management. He was associated with Smt
Act, 1956.
Mayadevi Trust, which takes care of the social security and other
welfare measures of more than 9000 employees of the Company. None of the Directors is interested in the above resolution except Mr.
He has also worked with government sector in various capacities. Raman Kumar himself.
He has rich and varied experience in administration, liasoining, legal Item No. 9
and corporate affairs. Mr Raman Kumar can be briefly characterized Increase in remuneration of Mr. Abhishek Gupta
as a person with a vast working experience having an in depth legal
Mr Abhishek Gupta has been working with Company as Deputy Manager
knowledge and a good legal acumen, blended with sharp liasoining
w.e.f. July 18, 2008 and is being paid a monthly salary of Rs 1,00,000 (all
skills and a result-oriented attitude. Apart from holding directorship of
inclusive) w.e.f. September 24, 2008 after approval of shareholders in last
the Company, Mr Raman Kumar also holds directorship in other bodies
Annual General Meeting. The appointment and remuneration of Mr Abhishek
corporate.
Gupta has also been approved by the Central Government under sub-section
Past Remuneration
(1B) of section 314 of the Companies Act, 1956. The Central Government
Prior to appointment as Director and Whole time director of the while conveying its approval has allowed one increment in a year may be
Company, Mr Raman Kumar was employed with the Company at a granted to Mr Abhishek Gupta.
monthly remuneration of Rs 80,000. Further, he is also entitled to the
Looking at the performance of Mr Abhishek Gupta in his job profile and recent
benefits as are granted to the to the other executives of the Company
development in the areas of Reward and Recognitions being carried out in
in accordance with the Company’s practice, rules and regulations in
the organization, the Screening Committee and Board in their meeting held
force from time to time.
on May 15, 2009 have approved increase in remuneration of Mr Abhishek
Job profile and his suitability Gupta to Rs 1,50,000 per month w.e.f. April 1, 2009 as per the structure
Mr. Raman Kumar, Whole Time Director, shall be responsible for all the mentioned in the resolution.
legal affairs of the Company. He is also the occupier of the Company Since, the employment of Mr Abhishek Gupta, son of Mr Rajinder Gupta is
under the Factories Act, 1948. He will be responsible for the overall governed by the provisions of Section 314(1B) of the Companies Act, 1956,
well being of the employees of the Company. He has been serving the it is necessary to obtain the prior approval of the Company by a special
Company since 1990. Mr Raman Kumar’s rigorous approach and legal resolution for increasing the remuneration of Mr Abhishek Gupta. Hence,
knowledge & liasoining abilities will help the Company to achieve the
the Board recommends the resolution for your approval by way of special
greater heights of success.
resolution.
Remuneration proposed
None of the Directors except, Mr Rajinder Gupta, Managing Director, who is
Keeping in view the responsibilities assigned to Mr. Raman Kumar and father of Mr Abhishek Gupta, shall be deemed to be interested in the above
his role in the legal risk management of the Company, it is proposed to resolution.
appoint Mr. Raman Kumar as Whole time director of the Company on
Item No. 10
the monthly basic salary of Rs. 56,000/-(Rupees Fifty Six thousand
only) plus other allowances and perquisites as specified in resolution. Increase in Borrowing Powers
Further, the Board of Directors shall have right to increase the basic Presently the Board of Directors of the Company has been authorized to
salary of Mr Raman Kumar, Whole time director of the Company, subject borrow upto an amount of Rs 2000 crores (Rupees two thousand crores
to approval of shareholders, government authorities, if required. only). With the implementation of the expansion projects in the Yarn
Further, he would be entitled to the benefits as are granted to the Division, Terry Towel Division and Paper Division and increase in operations
Senior executives of the Company in accordance with the Company’s & productivity, the Company has to borrow funds from time to time. It is,
practice and rules and regulations in force from time to time. therefore, proposed to increase the borrowing power of the Company upto
Rs 3000 crores (Rupees three thousand crores only).
Comparative remuneration profile with respect to industry, size
of the Company, profile of the position and person Under Section 293(1)(d) of the Companies Act, 1956 for borrowings of more
than paid up capital and free reserves requires approval of shareholders.
The salary structure of the managerial personnel has undergone a major
Hence, the Board recommends the resolution for your approval.
change in the industry in the recent past. Keeping in view the type of
the industry, size of the Company, the responsibilities and capabilities None of Directors is personally interested in the resolution.
of Mr. Raman Kumar, the proposed remuneration is competitive with Item No. 11
remuneration paid by other companies to such similar positions.
Employee Stock Options Scheme
Pecuniary relationship with the Company or relationship with the
The human resource plays a vital role in growth and success of a Company..
managerial personnel

114-120.indd 117 8/3/09 5:51:35 PM


The growth and development of any enterprise become a reality thanks Exercise Price
to the contribution of its people. Employees are ‘business partners’ in The exercise price shall not be less than the face value per share per option
the true sense of the word. To cover more and more employees under and shall be decided by the Board at the time of grant(s).
the ESOP scheme and with the objectives of securing greater employee
Exercise Period and the process of Exercise
participation; motivating the employees to contribute to the growth and
profitability of the Company; enabling them to participate in the long-term The Exercise period would commence from the date of vesting and will
growth and financial success of the organisation, and a common objective expire on completion of five years from the date of vesting of options.
of maximizing the shareholder value, it is proposed to grant employee stock The options will be exercisable by the Employees by a written application to
options to employees through one or more employee stock option schemes the Company to exercise the options in such manner, and on execution of
in addition to the existing ESOP scheme of the Company. This would enable such documents, as may be prescribed by the Board from time to time. The
the Company to reward performance, past loyalty and to develop a greater options will lapse if not exercised within the specified exercise period.
sense of ownership with the organisation. Appraisal Process for determining the eligibility of the employees to
The main features of the employee stock option schemes are as under: ESOP
Total number of options to be granted The appraisal process for determining the eligibility of the employee will
Options convertible into such number of equity shares not exceeding up to be specified by the Board, and will be based on criteria such as seniority
5% of the paid up share capital of the Company as on March 31, 2009 , of employee, length of service, performance record, criticality, merit of the
i.e. upto 1,11,09,733 equity shares [including the quantum of shares that employee, future potential contribution by the employee and/or such other
may be bought by an Employee Welfare Trust (hereinafter referred to as “the criteria that may be determined by the Board at its sole discretion.
Trust” which term shall be deemed to include any Employee Welfare Trust Maximum number of options to be issued per employee and in
formed for this purpose) through any of the Recognised stock exchanges aggregate
where the company’s shares are traded] will be available for being granted The number of options that may be granted to employees under the Scheme
to eligible employees of the Company under one or more employee stock shall be determined by the Compensation Committee from time to time.
option Schemes. Each option (after it is vested) will be exercisable for one However, grant of options to identified employees, during any one year shall
Equity share of Rs. 10 each fully paid-up. not be equal to or exceeding 1% of the issued capital (excluding outstanding
Vested options that lapse due to non-exercise or unvested options that warrants and conversions) of the company at the time of grant of options.
get cancelled due to resignation of the employees or otherwise would be Disclosure and Accounting Policies
available for being re-granted at a future date.
The Company shall comply with the disclosure and the accounting policies
Identification of classes of employees entitled to participate in the prescribed by concerned Authorities including SEBI.
employee stock option schemes
Method of option valuation
All permanent employees of the company including Directors (excluding
The Company shall calculate the employee compensation cost using the
promoters and any director who holds either by himself or through his
intrinsic value of the options.
relative, or through any body corporate, directly or indirectly, more than 10%
If the Company calculates the employee compensation cost using
of the outstanding equity Shares of the Company), whether working in India
intrinsic value of the stock options, the difference between the employee
or abroad, as may be decided by the Board (Which includes any committee
compensation cost that shall have been recognized if it had used the fair
thereof), from time to time, would be entitled to participate in the employee
value of the options, shall be disclosed in the Directors’ Report and also the
stock option schemes.
impact of this difference on profits and on EPS of the Company shall also be
Employees may be granted Stock Options based on performance and such
disclosed in the Directors’ Report.
other criteria as the Board may, in its absolute discretion decide. The options
As the employee stock option schemes provide for issue of shares to be
granted to an employee will not be transferable to any person and shall
offered to persons other than existing shareholders of the company, consent
not be pledged, hypothecated, mortgaged or otherwise alienated in any
of the members is sought pursuant to Section 81(1A) of the Companies Act,
manner.
1956.
Requirements of vesting and period of vesting
None of the Directors of the Company are in any way, concerned or interested
The Options granted shall vest so long as the employee continues to be in
in the resolution, except to the extent of the securities that may be offered
the employment of the Company. Vesting of the options shall take place
to them under the scheme.
over a maximum period of 4years with a minimum vesting period of 1 year
from the date of grant. The Board would determine the exact proportion and
By Order of the Board
period in which the options would vest.
For Abhishek Industries Limited
The Board may, in its discretion, lay down certain performance metrics on Registered Office:
the achievement of which the granted options would vest, the detailed Trident Complex
terms and conditions relating to such performance-based vesting, and the Raikot Road
proportion in which options granted under the schemes would vest (subject Barnala-148 101, Punjab Pawan Jain
to the minimum vesting period as specified above). Dated: July 23, 2009 Company Secretary

114-120.indd 118 8/3/09 5:51:35 PM


Abhishek Industries Limited
Registered Office: Trident Complex, Raikot Road, Barnala – 148 101, Punjab

ATTENDANCE SLIP
Member’s Folio No. :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

Client ID No. :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

DP ID No. :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

Name of the Member :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

Name of Proxy holder :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

No. of shares held :…………………………………………………….……………………………………………………………………………….……………………………………………………………………………….………………………………………………….………

I hereby record my presence at the 19th ANNUAL GENERAL MEETING of the Company held on Thursday, the 27th day of August, 2009 at 10.30 A.M. at
Trident Complex, Raikot Road, Barnala–148 101, Punjab.

____________________________
Signature of Member/Proxy
Notes :
1. Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the meeting hall.
2. Members are requested to bring their copy of Annual Report.

Abhishek Industries Limited


Registered Office: Trident Complex, Raikot Road, Barnala – 148 101, Punjab

PROXY FORM
Member’s Folio No/Client ID: ………...............................................……………………

I/We….………………………………………………....................………………….................................………...... of ...........….…………………………………………………………......................................................................................................... in the district of

…………………………………...................................….......... being a member/members of ABHISHEK INDUSTRIES LIMITED, hereby appoint……………..............................................................………………………

………………………….......................…………… of ……….......................………………………………… in the district of ………………………................……………… or failing him/her

……………………………………… of ……………………………………………… in the district of …………………………………………… as my/our proxy to vote for me/us on my/our behalf at the 19th ANNUAL
GENERAL MEETING of the Company to be held on Thursday, the 27th day of August, 2009 at 10.30 A.M. and at any adjournment thereof.

Signed this ……………………………… day of ……………………………………………… 2009.


Affix Re 1
Revenue Stamp
here

Note :
If it is intended to appoint a proxy, the form of proxy should be completed and deposited at the Registered Office of the Company at least 48 hours before
the commencement of the meeting

114-120.indd 119 8/3/09 5:51:35 PM


CORPORATE INFORMATION
Board of Directors Registered Office
Mr Rajinder Gupta Trident Complex,
Mr S K Tuteja Raikot Road
Ms Pallavi Shroff Barnala – 148 101
Ms Ramni Nirula Tel: +91-1679-244700-02
Mr Rajiv Dewan Fax: +91-1679-244708
Mr Karan Avtar Singh Email: corp@tridentindia.com

Mr Raman Kumar
Corporate Office
Chief Financial Officer E-212, Kitchlu Nagar

Mr Arun Goyal Ludhiana – 141 001


Tel: +91-161-5039999, 5038888
Company Secretary
Fax: +91-161-5039900, 5038800
Mr Pawan Jain
email: corp@tridentindia.com

Statutory Auditors
US Subsidiary
Deloitte Haskins & Sells
Abhishek Industries Inc

Internal Auditors 444 NE Ravenna Blvd

KPMG Ste 402, Seattle


WA 98115,
Cost Auditors USA
Ramanath Iyer & Co.
email: corp@tridentindia.com

Tax Auditors Registrar & Transfer Agent


S C Vasudeva & Co.
Alankit Assignments Limited

Bankers (Unit: Abhishek Industries Limited)

State Bank of India 2E/21 Jhandewalan Extension

Canara Bank New Delhi – 110 055


Tel: +91-11-23541234, 42541234
Punjab National Bank
Fax: +91-11-42541967
State Bank of Patiala
email: rta@alankit.com
Corporation Bank

www.tridentindia.com
ABHISHEK INDUSTRIES LIMITED
E-212, Kitchlu Nagar, Ludhiana - 141 001
www.tridentindia.com, email: corp@tridentindia.com

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