| To, The Shareholders
The Directors have pleasure in presenting the 91st Annual Report of
the Company together with the Audited Accounts for the 15 months
financial period ended 31st March, 2012.
FINANCIALS
The financial period under review commenced from 1st January, 2011 and
ended on 31st March, 2012 comprised of 15 months while the financial
year 2010 comprised of 12 months commencing from 1st January, 2010 to
31st December, 2010. The closure of the financial year was deferred to
match the financial year of Jyothy Laboratories Ltd. (JLL), holding
company of the Company. The Company sold its Hair-Care Division SKP in
the month of April, 2011 (before the take-over of the Company by JLL).
Therefore, the figures for the previous financial year 2010 included
the Sales generated under Hair-Care Division whereas, except for the
period upto April, 2011, the figures for period under review does not
include the figures in respect of Hair-Care Division. Hence, the
absolute figures for financial performance for the year under review
are not comparable with that of previous financial year.
The Financial highlights of the period under review are as below:
Stand alone:
(Rs. in lac)
From 1st
January, From 1st
January,
2011 to 31st 2010 to 31st
Particulars March, 2012 December, 2010
(15 Months) (12 Months)
Sales (net) 44,800.85 45,017.15
Other Income 163.05 381.25
EBITDA 3,146.74 2,412.22
Financial Expense 1,958.16 1,696.14
Depreciation and Amortizations 780.01 603.39
Profit before Tax and Exceptional items 408.57 112.69
Exceptional items
- Sale of Division 2,534.77 -
- Bad debt written off (9,000.00) -
Profit Before Tax (6,056.66) 112.69
Tax expense
- Current tax - 20.28
- MAT credit entitlement - (20.28)
Profit After Tax (6,056.66) 112.69
Balance in Profit and Loss Account
as per last Balance Sheet Brought Forward 803.49 695.80
Add: Balance transferred from
General Reserve 1,047.38 -
Balance at the end of the period Carried
Forward (Profit and Loss Account) (4,200.79) 808.49
Earninas Per Share (Basic and Diluted) (5.20) 0.10
Consolidated results
(Rs. in lac)
Particulars From 1st
January, From 1st
January,
2011 to 31st 2010 to 31st
March, 2012 December, 2010
(15 Months) (12 Months)
Sales (Net) 52,733.56 53,390.35
EBITDA 2,514.83 (1,748.26)
Financial Expense 5,822.61 2,832.61
Depreciation and Amortisations 780.01 603.39
Loss before Tax and Exceptional items (4,087.79) (5,184.27)
Exceptional items 2,534.77 -
Loss before tax (1,553.02) (5,184.27)
Loss after tax (1,553.02) (5,184.27)
The Net Sales for the period under review was Rs. 52,733.56 lacs as
against Rs. 53,390.35 lacs during the previous year 2010. EBITDA margin
for the period under review was 4.77% as against negative EBITDA margin
of 3.27% in the year 2010. The Company incurred Net Loss after tax of Rs.
1,553.02 lacs as against Rs. 5,184.27 lacs during the year 2010.
HUMAN RESOURCES
During the year under review, the production at the Karaikal factory
was affected due to interruptions, labour unrest and shut-down for a
period of 61 days which affected the performance of the Company during
the respective quarter. Your Company supports the Employees with tools,
systems, standards and individualized training programs to create an
environment in which individual performance and teamwork can thrive.
The Company believes in maintaining cordial relationship with all
employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
With regard to the requirements of Section 217(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the Company has nothing
specific to report.
Foreign Exchange Earnings and Outgo:
(Rs. in lac)
Particulars From 1st January, From 1st January,
2011 to 31st 2010 to 31st
March, 2012 December, 2010
Foreign exchange earnings 1,217.29 436.00
Foreign exchange outgo 2,331.58 3153.91
SUBSIDIARY COMPANY
At the end of the Financial year, the Company had 1 (one) subsidiary
viz., Henkel Marketing India Ltd.
As per General Circular No. 2/2012 dated 8th February, 2011, issued by
the Ministry of Corporate Affairs, Govt, of India in terms of
provisions of Section 212 of the Companies Act, 1956, the Central
Government granted general exemption under Section 212(8) of the said
Act from attaching to its Annual Report, the copies of the Balance
Sheets, Statements of Profit & Loss, Directors' Reports and
Auditors' Reports and other documents of all its subsidiary companies
that are required to be attached under Section 212(1) of the said Act.
Accordingly, your Directors have pleasure in attaching the consolidated
financial statements prepared in accordance with the Accounting
Standard AS-21 on consolidated financial statements, which form part of
this Annual Report. These consolidated financial reports provide
financial information about your Company and its subsidiaries as a
single entity. In view of the same, financial statements of subsidiary
are not attached to the financial statements of the Company. A gist of
the financial performance of the subsidiary is given in this Annual
Report. The annual accounts of the subsidiary are open for inspection
by any member and the Company will make available these
documents/details upon request by any member of the Company interested
in obtaining the same.
AUDIT REPORT
The Audit Report does not contain any qualification. However it has
been observed under point No. vii) of the Report that the Company does
not have an adequate Internal Audit commensurate with size and nature
of business. After the take-over of the Company by JLL, the Audit
Committee reviewed the same and recommended for appointment of Internal
Auditors in its meeting held on 9th November, 2011. Accordingly, the
Board, on recommendation by the Audit Committee, appointed M/s. Mahajan
& Aibara, Chartered Accountants, Mumbai as Internal Auditors of the
Company for the financial year 2012-13 in its meeting held on 22nd May,
2012.
DIVIDEND
For the year under review, your Directors have not recommended dividend
due to loss incurred by the Company.
PUBLIC DEPOSITS
Your Company has not accepted any deposit from the public during the
year.
DIRECTORS
In accordance with the requirements of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. M. P. Ramachandran, Mr. K.
Ullas Kamath and Ms. M. R. Jyothy, Directors of the Company are due to
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible have offered themselves for re-appointment. The
Board recommends their re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 217(2AA) of the Companies
Act, 1956 (the Act), your Directors confirm that:
i) in the preparation of the annual accounts for the 15 months period
ended 31 st March, 2012, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii) accounting policies were adopted and applied consistently and
judgments and estimates were made that were reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
as at 31st March, 2012 and of the profit or loss of the Company for the
15 months period ended on that date;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv) the Annual Accounts have been prepared on a 'going concern'
basis.
CORPORATE GOVERNANCE
As per Clause-49 of the Listing Agreement with the Stock Exchanges, a
section on corporate governance is presented separately and forms part
of this Report.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, are attached to this report.
AUDITORS
M/s. CNGSN & Associates, Chartered Accountants, Chennai, the Statutory
Auditors of the Company will retire at the conclusion of ensuing Annual
General Meeting and are eligible for re-appointment as Auditors of the
Company.
It is proposed to jointly appoint M/s. CNGSN & Associates, Chennai, and
M/s. S.R. Batliboi & Associates, Chartered Accountants, Mumbai as
statutory Auditors of the Company from the conclusion of ensuing Annual
General Meeting till the conclusion of the subsequent Annual General
Meeting to be held in the year 2013. The Company has received
eligibility certificate from both the proposed Auditors in terms of
Section 224(1 B) of the Companies Act, 1956.
The Directors recommend the appointment of Statutory Auditors as
proposed above.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their gratitude to all
the employees for the significant personal efforts and their collective
contribution. Your Directors wish to thank the shareholders for their
continued support, encouragement and the confidence reposed in the
Management.
For and on behalf of the Board of Directors
HENKEL INDIA LTD
Place : Mumbai M. P. Ramachandran
Date : 22nd May, 2012 Chairman |