Your Directors have pleasure in presenting their Sixtyseventh Annual Reporttogether with audited accounts for the year ended 31st March 2013.
| ||Rs. in Crore |
| ||For the year ended 31st March |
| ||2013 ||2012 |
|FINANCIAL RESULTS || || |
|Profit before Interest & Depreciation ||841.95 ||922.64 |
|Less : Finance costs ||307.75 ||290.37 |
|Less : Depreciation / Amortization ||281.84 ||251.29 |
|Profit Before Tax ||252.36 ||380.98 |
|Current Tax ||83.64 ||37.77 |
|Deferred Tax ||5.17 ||50.24 |
|Profit after Tax ||163.55 ||292.97 |
|Add : Surplus brought forward from last year ||1088.47 ||954.48 |
|Less : Proposed dividend on Equity Capital (including Dividend Distribution Tax) ||71.87 ||71.40 |
|Less : Transfer to General Reserve ||40.00 ||40.00 |
|Less : Transfer to / (from) Debenture Redemption Reserve ||(52.42) ||47.58 |
|Surplus carried forward ||1192.57 ||1088.47 |
The Board of Directors has recommended a dividend of Rs.2/- per equity share of Rs.10/-each on 30,71,77,216 equity shares of Rs.10/- each for the year ended 31st March, 2013 andproportionate dividend on 1,441 equity shares having calls in arrears.
Consequent to the adjustment of a dividend of Rs.883/- towards calls in arrears, thepaidup equity share capital of the Company has increased to Rs.307,17,81,713/- as on 31stMarch, 2013 comprising 30,71,77,216 equity shares of Rs.10/- each and 1,441 equity shareson which a sum of Rs.9,553/- has been paidup. The balance amount of Rs.4,857/- representscalls in arrears.
EMPLOYEES STOCK OPTION SCHEME
No fresh options have been granted under India Cements Employees Stock Option Scheme,2006 during the financial year.
No options at all have been granted under India Cements Employees Stock Option Scheme,2007.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 217 (2AA) of theCompanies Act, 1956. "We confirm
1. That in the preparation of the accounts for the year ended 31st March, 2013, theapplicable accounting standards have been followed.
2. That such Accounting Policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March, 2013 and of the profit of theCompany for the year ended on that date.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. That the annual accounts for the year ended 31st March, 2013 have been prepared on agoing concern basis."
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and AnalysisReport is given as addition to this report.
Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a report onCorporate Governance along with Auditors' Certificate of its compliance is included aspart of the Annual Report and is given in Annexure 'C' and Annexure 'D' respectively.Further, a declaration on Code of Conduct signed by the Vice Chairman & ManagingDirector in his capacity as Chief Executive Officer of the Company is given as Annexure'E'.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
A report on CSR activities is given in Annexure 'F'.
ACCREDITIONS & RECOGNITIONS
The Company's Yerraguntla cement factory was granted Licence For The Quality ManagementSystems Certification in accordance with IS/ ISO 9001:2008 by the Bureau of IndianStandards, Chennai and that the said Licence would be valid from 25th April, 2012 to 24thApril, 2015.
The Company's Vishnupuram cement factory was granted Licence For The OccupationalHealth & Safety Management Systems Certification in accordance with IS 18001:2007 andLicence For The Environmental Management Systems Certification in accordance with IS/ISO14001:2004 by the Bureau of Indian Standards, Chennai and that both the licences would bevalid from 2nd August, 2012 to 1st August, 2015.
The Company's in-house magazine "Compass" was awarded a Certificate ofExcellence in the All India House Magazine Contest 2011-12.
A detailed report has been enclosed regarding the operations in the ManagementDiscussion and Analysis Section. It can be seen that there was only a subdued growth incement demand during the year under review at 5.6% on an All India basis. With the hugesupply overhang in the South, the industry had to face the brunt of severe competition inthe market resulting in lowering of the prices particularly in Andhra Pradesh during thesecond half of this fiscal.
Given such tight market conditions, the cement production of the Company grewmarginally by 5% to 99.40 Lakh Ts as compared to 94.63 Lakh Ts in the previous year andthe overall sales including clinker was at 100.55 Lakh Ts as compared to 95.27 Lakh Ts.The total sales and other income for the year was higher at Rs.4615.67 Crores registeringa growth of 9% over that of previous year. As mentioned elsewhere the cost of productionwas impacted with the increase in the price of input materials of fly ash, gypsum, powerand fuel, higher transport charges and the resultant EBIDTA was lower at Rs.841.95 Croresagainst Rs.922.64 Crores in the previous year.
Finance costs were higher at Rs.307.75 Crores as compared to Rs.290.37 Crores withhigher utilization of cash credit and additional loans taken for capex. The depreciation /amortization charges were also higher at Rs.281.84 Crores as compared to Rs.251.29 Croreson account of power plant and other capex. The provision for tax was at Rs.83.64 Crores ascompared to Rs.37.77 Crores in the previous year while the deferred taxation provision asper AS 22 was at Rs.5.17 Crores against Rs.50.24 Crores. The net profit after tax wasRs.163.55 Crores against Rs.292.97 Crores in the previous year.
In addition to the low demand scenario, the profitability was subject to heavy costpush in the form of increase in wages due to All India Wage Settlement together with theincrease in cost of living index.
Huge increase in the price of diesel in the month of September 2012 with furtherdosages in the following months and steep increase in the price of bulk diesel forindustrial consumers.
Ever rising cost of indigenous coal due to price revision by collieries.
Hefty power tariff increase by the State Electricity Boards of Tamil Nadu and AndhraPradesh from April 2012.
Steep increase in the railway freight from April 2012 resulting in increase in freightcost between 25% and 35%.
Depreciation of Rupee against Dollar impacting the imported coal prices.
Restriction in the availability of power in Andhra Pradesh resulting in high cost powerpurchase through exchange.
All the above factors impacted the bottom line substantially, the effect of which wasoffset to a certain extent with a higher volume of cement and through sustained costreduction efforts in improving the operating parameters and through improved clinkerconversion ratio.
Your Company acquired on 16th August, 2012 its 3rd Bulk Carrier (52489 DWT) M.V.FurnessAustralia renamed as M.V.Chennai Selvam. With the commissioning of power plants by theCompany, the requirement to import coal has gone up considerably and the new acquisitionwill help in this context.
FOUNDER'S CENTENARY CELEBRATION
His Excellency the Governor of Tamil Nadu, Dr.K.Rosaiah, released the CommemorativePostage Stamp on 11th November, 2012, the birth Centenary of Shri T.S.Narayanaswami, aFounder of the Company.
Pursuant to General Circular No.2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued bythe Ministry of Corporate Affairs, Government of India, the Board of Directors has passeda resolution for sending the Balance Sheet of the Company without attaching a copy of theBalance Sheet, Statement of Profit and Loss, Report of the Board of Directors and theReport of the Auditors of the Subsidiary Companies namely Industrial Chemicals &Monomers Limited, ICL Financial Services Limited, ICL Securities Limited, ICLInternational Limited, Trishul Concrete Products Limited, Trinetra Cement Limited,Coromandel Electric Company Limited, India Cements Infrastructures Limited, PT. CoromandelMinerals Resources, Indonesia and Coromandel Minerals Pte. Limited, Singapore. However,pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants ofIndia, Consolidated Financial Statements presented by the Company include the financialsof the subsidiaries. The Company will make available these documents/details upon requestby any member of the Company and its Subsidiaries interested in obtaining the same. Theannual accounts of the Subsidiary Companies will also be kept for inspection by any memberat the Registered / Corporate Offices of the Company and its Subsidiary Companies.
TRINETRA CEMENT LIMITED
During the second full year of operations, the plant has achieved a clinker productionof 8.92 Lakh Ts with a growth of 14% over that of previous year of 7.80 Lakh Ts. Thecement production further improved to 11.38 Lakh Ts (10.07 Lakh Ts) while sale of cementwent up to 11.28 Lakh Ts as against 10.08 Lakh Ts in the previous year. The operatingparameters of power and fuel improved further during the year under review with thestabilized operations of the plant.
TRISHUL CONCRETE PRODUCTS LIMITED
During the year under review the company achieved a sale of 3.48 Lakh Cu.M. of ReadymixConcrete as compared to 3.32 Lakh Cu.M. during the previous year. The turnover of thecompany for the year was Rs.121 Crores against Rs.117 Crores in the previous year and theprofit after tax was at Rs.160 lakhs as compared to a loss of Rs.469 lakhs in the previousyear.
COROMANDEL ELECTRIC COMPANY LIMITED
With continued availability of adequate natural gas for major part of the year, theplant was able to generate 193 Million KWH as against 198 Million KWH in the previousyear. During the year the company has wheeled 116 million KWH of power to the Cementplants of your company in Tamilnadu and the balance power of 77 Million KWH to other GroupCaptive and Third party consumers through Intra State Open access. The total revenueearned by the company was at Rs.93.01 crores as against Rs.71.09 crores and the net profitafter tax was at Rs.17.80 crores as compared to Rs. 12.48 crores in the previous year. Thecompany maintained its dividend pattern of 9% on equity shares besides declaring dividendat the respective coupon rates for the participating / non-participating preference sharecapital. During the year the company has redeemed the Second / Third annual instalments ofredeemable cumulative participating/non-participating preference shares on the due dates.
PT. COROMANDEL MINERALS RESOURCES, INDONESIA AND COROMANDEL MINERALS PTE. LIMITED,SINGAPORE
The Companys investment in acquiring / developing coal mines is starting to yieldresults with the first shipment of coal taking place since the close of the financialyear. Considering the difficult environment in which the company is operating, it willtake a few months to stabilize the operations.
CONSOLIDATED FINANCIAL STATEMENTS
As prescribed by Accounting Standard 21 issued by the Institute of CharteredAccountants of India, the audited consolidated financial statements of India Cements Groupare annexed.
COROMANDEL SUGARS LIMITED
Coromandel Sugars Limited has achieved a crushing of 7.94 lakh tonnes during the yearunder review, which was marginally lesser than the crushing of 8.01 lakh tonnes achievedin the previous year. The sugar recovery had also dropped to 9.44% as against 9.82%achieved in the previous year. The crushing and recovery were affected mainly because ofsevere drought in the region coupled with canal maintenance works undertaken by theGovernment, which have affected the standing crop.
The company has produced 74950 tonnes of sugar (78693 tonnes in the previous year) andsold 67188 tonnes (77836 tonnes in the previous year) including sale in the free market of62542 tonnes.
During the year the power export was lower by 13.6% - 254 lakh KWH as against 294 lakhKWH in the previous year. This was mainly on account of deferring Boiler maintenance work,as the Company was contemplating to go in for new high pressure Boiler for increasing theco-gen capacity.
Despite lower crushing, lower recovery and reduced power export, as per the unauditedfinancials of the company, the earnings before Interest and Depreciation was higher atRs.43.70 crores against Rs.42.99 crores in the previous year. Profit before Tax wasmaintained at Rs.22.78 crores as against Rs.23.00 crores in the previous year. This waspossible because of the improved realization achieved in respect of all the productsmarketed by the Company.
INDIA CEMENTS CAPITAL LIMITED (ICCL)
The main focus of the company continues to be on various fund / fee-based activitiessuch as, Full Fledged Money Changing [FFMC], Travel & Tours and Forex AdvisoryServices. The Company's FFMC division has become Authorized Dealers-Category II. Thewholly owned subsidiary viz. India Cements Investment Services Limited (ICISL) is in StockBroking. The FFMC division operates out of 19 branches and Travels division operates atChennai as an IATA accredited branch. The subsidiary ICISL has 18 branches. The grossincome from operations of ICCL was Rs.427.51 lakhs and that of ICISL was Rs.166.19 lakhsfor the year ended 31st March, 2013.
EXPANSION / MODERNISATION
The operations of the power plant at Sankarnagar got stabilized during the year underreview and the additional 48 MW power plant at Vishnupuram is in the advanced stage ofcompletion and likely to be commissioned by the first quarter of the current financialyear.
The total amount of fixed deposits including cumulative deposits, which had not becomedue but outstanding as at 31st March, 2013 stood at Rs. 944.77 Lakhs. Deposits totallingRs.61.63 Lakhs that matured for repayment were neither claimed by the Depositors norinstructions for renewal were received by the Company. Reminders were issued to thedepositholders and since the close of the financial year ended 31st March, 2013, depositsaggregating to Rs.16.18 Lakhs out of the above have either been claimed and paid or havebeen renewed or transferred to Investor Education and Protection Fund.
CONSERVATION OF ENERGY
The prescribed details as required under Section 217(1)(e) of the Companies Act, 1956are set out in the Annexure 'A'.
RESEARCH & DEVELOPMENT
During the year, your Company spent Rs.75.63 Lakhs towards revenue expenditure of theR&D department besides contributing a sum of Rs.74.65 Lakhs to National Council forCement and Building Materials (NCCBM), which carries out research on behalf of theindustry as a whole.
Industrial relations continued to remain cordial during the year.
With profound grief, the Board condoles the demise of Dr.B.S.Adityan andMr.A.Sankarakrishnan, Directors of the Company, on 19th April, 2013 and 9th April, 2013respectively. The Board records the excellent contribution made by Dr.B.S.Adityan andMr.A.Sankarakrishnan during their tenure as directors.
Under Section 262 of the Companies Act, 1956, Mr.Basavaraju was appointed as a Directorwith effect from 14.02.2013 in the casual vacancy caused by withdrawal of nomination ofMr.V.Manickam by Life Insurance Corporation of India.
Mr.V.Manickam was appointed by the Board as additional director of the Company witheffect from 14.02.2013. Under Article 103 of the Articles of Association of the Company,Mr.V.Manickam will hold his office up to the date of the ensuing Annual General Meetingand resolution for his election as director of the Company is included in the Notice dated20th May, 2013 convening the 67th Annual General Meeting of the Company.
Under Article 109 of the Articles of Association of the Company, Mr.N.R.Krishnan andMr.Arun Datta retire by rotation at the ensuing Annual General Meeting of the Company andthey are eligible for re-appointment.
Brief particulars of Directors eligible for appointment / reappointment in terms ofClause 49 of Listing Agreement are annexed to the Notice dated 20th May, 2013 conveningthe 67th Annual General Meeting.
Messrs. Brahmayya & Co. and P.S.Subramania Iyer & Co., Chennai, the Auditors ofthe Company, retire at the ensuing Annual General Meeting and are eligible forreappointment.
The statutory auditors have drawn attention to certain matters referred to in therespective financial notes which are self-explanatory and do not call for furtherelucidation.
Mr.S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor forthe year 2013-14 subject to approval by the Government of India.
Messrs. Capri, Gopalaiyer and Subramanian, Kalyanasundaram & Associates and Bala& Co., Chennai, have been appointed as Internal Auditors for the year 2013-14.
The Directors are thankful to the Financial Institutions and the Bankers for theircontinued support. The Directors also thank the Central Government and the various StateGovernments for their support. The stockists continued their excellent performance duringthe year and the Directors are appreciative of this. The continued dedication and sense ofcommitment shown by the employees at all levels during the year deserve special mention.
| || ||On behalf of the Board |
| ||N.SRINIVASAN ||ARUN DATTA |
| ||Vice Chairman & Managing Director ||BASAVARAJU |
| || ||R.K.DAS |
| || ||N.R.KRISHNAN |
| ||RUPA GURUNATH ||V.MANICKAM |
| || ||K.P.NAIR |
|Place : Chennai ||Wholetime Director ||N.SRINIVASAN |
|Date : 20th May, 2013 || ||Directors |
ANNEXURE 'A' TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2013
Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
A. Conservation of Energy:
(a) Energy conservation measures undertaken:
i. Closed circuiting of Cement Mill ensuring improvement in the mill output, reductionin power consumption and improvement in quality.
ii. Phasing out old reciprocating type compressors with energy efficient screwcompressors.
iii. Classified liners installed in Cement Mills ensuring increase in output andreduction in power.
iv. High capacity energy efficient fan for Raw Mill Circuit to increase the output andreduce the power at one of the plants.
v. Installation of weigh feeders in place of feed table in the Cement Mill Circuitaimed at efficiency improvement and output increase.
vi. Rerouting of ducts in coal mill circuits for reduction in specific powerconsumption by 2 units per Tn of coal at one of the plants.
vii. Additional power capacitors at various plants to improve the power factor.
viii. VFD for cooler fans for some more plants resulting in reduced power consumption.
ix. Conventional lamps replaced with LEDs in various plants for street lighting andcolony lighting.
x. Replacement of MOCB with VCBs in phased manner at some of the plants.
xi. Optimisation of compressed air, cooler air resulting in reduced power.
xii. Advanced energy management system introduced to monitor the power consumptionclosely.
xiii. Fly ash Drier installed at one of the plants to ensure optimum utilization of hotgas and improved availability of fly ash through wet fly ash drying.
xiv. Installed Electronic Packers, Wagon loading arrangements at two of the plants toensure improvement in packer output, reduced power and labour cost.
(b) Additional investments and proposals, if any, being implemented for reduction ofconsumption of energy:
i. Dynamic Separator in Coal Mill circuit planned in two of the Andhra Pradesh plantsfor utilization of petcoke and also to reduce the power consumption.
ii. VFD for raw mill, coal mill and cooler drives for the plants in Andhra Pradesh tooptimize power consumption.
iii. Cooler mid air tapping for increasing the hot air temperature to dry the highermoisture in raw material and to ensure higher output from VRM.
iv. Installation of one more 48 MW power plant at Vishnupuram in Andhra Pradesh forenergy security and on cost economics.
v. Modification of preheater top stage cyclones for improving efficiency and for lowpressure drop.
vi. Installation of new energy efficient cement grinding system at one of the plantsreplacing all the old conventional ball mills.
vii. Hydraulic drive of VRM Separator to be replaced with Variable Frequency Drive forenergy improvement.
viii. VFD for cooler fans and coal mill fan. ix. Introduction of coal stacker reclaimerat two of the plants to ensure optimum blending efficiency aiming at reduction in heatconsumption.
(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on cost of production of goods: The measures that are proposed to betaken/under implementation are expected to reduce the power consumption by nearly 2 to 3units / Tn of cement and overall heat consumption by around 10-15 k.cals per kg ofclinker. However, during the year, the power consumption was maintained despite lowercapacity utilization while heat consumption was reduced by 7 k.cals per kg of clinker.
(d) Total energy consumption and energy consumption per unit of production: Given inForm 'A' annexed.
B. Technology Absorption:
Efforts made in technology absorption:
Particulars given in Form 'B' annexed.
C. Foreign exchange earnings and outgo:
(a) Activities relating to exports, initiatives taken to increase exports, developmentof new export market for products and services and export plans: There was no significantexport sales during the year under review.
(b) Total foreign exchange used and earned:
| ||Current Year ||Previous Year |
|Used Rs. lakhs ||3497.96 ||3516.36 |
|Earned Rs. lakhs ||824.53 ||254.47 |
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
| || ||Current Year ||Previous Year |
|A. POWER & FUEL CONSUMPTION || || || |
|1. Electricity || || || |
|(a) Purchased || || || |
|Units - KWH - Lakhs || ||7185.18 ||8027.06 |
|Total amount - Rs. Lakhs || ||38530.99 ||32884.15 |
|Rate per unit - Rs. || ||5.36 ||4.10 |
|(b) Own Generation || || || |
|(1) Through Diesel/Furnace Oil Genset * || || || |
|Units - KWH - Lakhs || ||637.96 ||697.66 |
|Unit per Litre of Diesel/Furnace Oil-KWH || ||3.10 ||3.31 |
|Cost per unit - Rs. || ||2.64 ||2.69 |
|(2) Through Steam Turbine/Genset || || || |
|Units - KWH - Lakhs || ||1469.71 || |
|Cost per unit - Rs. || ||3.76 || |
|2. Coal for Kilns (various grades incl. Lignite) || || || |
|Quantity ||Tonnes ||1259573 ||1165984 |
|Total Cost ||Rs.Lakhs ||79372 ||74367 |
|Average Rate ||Rs./Tonne ||6301 ||6378 |
|3. HSD/Furnace Oil for Kilns || || || |
|Quantity ||K.Litres ||653.57 ||739.87 |
|Total Cost ||Rs.Lakhs ||288.71 ||314.30 |
|Average Rate ||Rs./K.Litre ||44175 ||42481 |
|B. CONSUMPTION PER UNIT OF PRODUCTION || || || |
| ||Standards || || |
| ||(if any) || || |
|Electricity (KWH/Tn of Cement) ||110 ||92.33 ||92.40 |
|Coal Consumption Per Tn of Clinker (Depending on Quality of Coal) ||20-25 ||16.42 ||16.21 |
|Diesel Oil/Furnace Oil per Tn of Cement (Litres) || ||0.07 ||0.08 |
|* Including Power from Waste Heat Recovery Plant. || || || |
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION
|Research and Development (R & D): || |
|1. Specific areas in which R&D carried out by the Company ||The Company has started an in-house R&D department during December 1999 with a specified objective of carrying of R&D Projects in development of expert systems for the mills and kilns optimisation, Benchmark studies of our Cement Plants, optimisation of process systems and parameters ensuring product improvement and cost reduction. |
|2. Benefits derived as a result of above R & D || |
|3. Future plan of action || |
|4. Expenditure on R & D: || |
|(a) Capital : ||Nil |
|(b) Recurring : ||A sum of Rs.75.63 lakhs has been spent during the year for the functioning of R & D department. Besides this, a sum of Rs.74.65 lakhs is the contribution to National Council for Cement and Building Materials (NCCBM) which carries out Research on behalf of the Industry. |
|(c) Total : ||Rs.150.28 lakhs |
|(d) Total R&D expenditure as a percentage of total turnover : ||0.03 |
|Technology absorption, adaptation and innovation: || |
|1. Efforts, in brief, made towards technology absorption, adaptation and innovation. || |
|2. Benefits derived as a result of above efforts e.g. product improvement, cost reduction, product development, import substitution etc. || |
|3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished: ||Not applicable |
|(a) Technology imported || |
|(b) Year of import || |
|(c) Has technology been fully absorbed || |
|(d) If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action. || |