board of directors

Transcription

board of directors

BOARD OF DIRECTORS
Dr. A.C. MUTHIAH
CHAIRMAN
PATRICK KAMINSKI
DIRECTOR
BEN HO
DIRECTOR
THOMAS JUNGMANN
DIRECTOR
Dr. A. BESANT C. RAJ
DIRECTOR
SUKHENDU RAY
DIRECTOR
RM. MUTHUKARUPPAN
DIRECTOR
A. SATISH KUMAR
DIRECTOR
Dr. UDDESH KOHLI
DIRECTOR
Prof. DEBASHIS CHATTERJEE
DIRECTOR
V. SELVARAJ
DIRECTOR
JAYANT K SINGH
MANAGING DIRECTOR
COMPANY SECRETARY
N. RAJEEVA PRAKASH
REGISTERED OFFICE
TPL House, 1st Floor
No.3, Cenotaph Road, Teynampet
Chennai – 600 018.
AUDITORS
M/s. CNGSN & Associates
Chartered Accountants
Chennai – 600 017.
REGISTRARS & SHARE TRANSFER AGENTS
Cameo Corporate Services Ltd.
Subramaniam Building, V Floor, 1, Club House Road, Chennai – 600 002.
Tel: (044) 2846 0390 (5 Lines) Fax: (044) 2846 0129
1
CONTENTS
Page No.
1
Vision & Values
03
2
Quality & SHE Policy
05
3
Notice
07
4
Directors’ Report
13
5
Annexure to the Directors’ Report
17
6
Management Discussion and Analysis Report
18
7
Corporate Governance Report
20
8
Auditors’ Report
33
9
Balance Sheet
36
10
Profit and Loss Account
37
11
Schedules to Accounts
38
12
Notes on Accounts
47
13
Abstract of Balance Sheet & Business profile
60
14
Cash Flow Statement
62
15
Statement Pursuant to Section 212
64
16
Consolidated Financial Statements
65
17
Financial Statements of Subsidiary Company
18
• Henkel Marketing India Ltd.
87
Proxy Form
105
2
VISION
A Global Leader in brands and technologies
VALUES
We put our customers at the center of what we do
We anticipate, respond to and meet our customers’ and consumers’ expectations
by providing the best value, quality, and most innovative brands and technologies.
We value, challenge and reward our people
We treat each other with respect and dignity and develop our capabilities. We
expect everyone to take personal responsibility and perform to high standards.
We rely on each other for our success as a company.
We drive excellent sustainable financial performance
We are a performance-driven company committed to growing the value of our
business and providing a competitive return to our shareholders.
We are committed to leadership in sustainability
We provide products, technologies and processes that meet the highest
standards. We are committed to the safety and health of our employees, the
protection of the environment and the quality of life in the communities in which
we operate.
We build our future on our family-business foundation
We value the continuity of our purpose and Vision based on our long history
of success and a strong focus on our Values. We are guided by our long-term
Vision which rests on a fair entrepreneurial spirit and a solid financial basis.
3
QUALITY & SHE POLICY
We at Henkel India Limited, are committed to the mission of business
growth in the Fast Moving Consumer Goods market in India .
We stand committed to manufacture and market products that will
satisfy the expectations of our consumers and customers.
We are committed to improve the Safety, Health and Environment
(SHE) performance by periodic assessment of SHE related aspects,
risk of our activities and implement necessary control.
We ensure that all employees are aware of their Quality & SHE
obligations, by suitable training.
We comply with all relevant legislation and regulatory requirements.
We make this policy available to the public & interested parties and
maintain dialogue with them on pertinent issues related to Quality,
Occupational Health , Safety and Environment.
We shall leverage the expertise and stewardship of our principal,
M/s. Henkel AG & Co. KGaA and actively manage all our internal
processes with a focus on continual improvement.
5
NOTICE FOR THE EIGHTY NINTH ANNUAL GENERAL MEETING
Act, 1956 and in respect of whose appointment
notice under Section 257 has been received from
a member of the Company, be and is hereby
appointed as Director of the Company liable to
retire by rotation.
Notice is hereby given that the Eighty Ninth Annual General
Meeting of the Company will be held at Rajah Annamalai
Hall, Esplanade, Chennai – 600108 on Thursday, the
16th day of September 2010 at 10.30 A.M. to transact the
following business :
ORDINARY BUSINESS :
7.
To consider and if thought fit, to pass with or
without modification(s) the following resolution as
ORDINARY RESOLUTION:
RESOLVED THAT Prof.Debashis Chatterjee, who
holds Office as Director till the ensuing Annual
General Meeting in terms of Section 260 of the
Companies Act, 1956 and in respect of whose
appointment notice under Section 257 has been
received from a member of the Company, be and is
hereby appointed as Director of the Company liable
to retire by rotation.
1.
To consider and adopt the audited Balance Sheet
as at 31st December 2009, Profit and Loss Account
for the year ended that date and the Reports of the
Auditors and Directors thereon.
2.
To appoint a Director in place of Mr.A.Satish Kumar,
who retires by rotation and being eligible, offers
himself for re-election.
3.
To appoint a Director in place of Mr.Rm.
Muthukaruppan, who retires by rotation and being
eligible, offers himself for re-election.
8.
4.
To appoint a Director in place of Mr.Sukhendu Ray,
who retires by rotation and being eligible, offers
himself for re-election.
5.
without modifications, the following resolution as an
RESOLVED THAT Mr.V.Selvaraj, who holds Office
as Director till the ensuing Annual General Meeting
in terms of Section 260 of the Companies Act, 1956
and in respect of whose appointment notice under
Section 257 has been received from a member
of the Company, be and is hereby appointed as
Director of the Company liable to retire by rotation.
"RESOLVED THAT M/s CNGSN & Associates,
Chartered Accountants, Chennai the retiring
auditors be and are hereby re-appointed as
Statutory Auditors of the Company to hold office,
from the conclusion of this Annual General Meeting
till the conclusion of the next Annual General
Meeting and the Board of Directors be and are
hereby authorized to fix the terms of appointment
including the remuneration of the Statutory Auditors,
as they deem fit.
9.
RESOLVED THAT Mr.Ben Ho, who holds Office as
Director till the ensuing Annual General Meeting in
terms of Section 260 of the Companies Act, 1956
and in respect of whose appointment notice under
Section 257 has been received from a member
of the Company, be and is hereby appointed as
Director of the Company liable to retire by rotation.
SPECIAL BUSINESS:
6.
RESOLVED THAT Dr.Uddesh Kohli, who holds
Office as Director till the ensuing Annual General
Meeting in terms of Section 260 of the Companies
Regd.Office:
No.3 Cenotaph Road
Teynampet
Chennai 600 018.
Date : 4th June’10
7
By order of the Board
for Henkel India Ltd.
N RAJEEVA PRAKASH
Company Secretary
NOTES :
1.
2.
3. 4.
5.
6.
7.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING MAY APPOINT ONE OR MORE
PROXIES TO ATTEND AND VOTE INSTEAD OF HIM. THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. PROXY TO BE VALID SHALL BE DEPOSITED WITH A COMPANY NOT LATER THAN 48 HOURS
BEFORE THE TIME FOR HOLDING THE MEETING.
Members who hold shares in dematerialised form are requested to indicate without fail their Folio No., DP ID
and Client ID numbers in the attendance slip and in all their correspondences with the Company. Members are
requested to immediately intimate any change in their postal addresses to the Share Transfer Agents.
The Register of Members and the Share Transfer Books of the Company will remain closed from 14th September
2010 to 16th September 2010 (Both days inclusive).
The documents referred to in this Notice are open for inspection by any members at the Registered Office during
the business hours on any working day upto the date of Annual General Meeting.
An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the Resolutions
set out under Item Nos.6 to 9 of the Notice is annexed hereto.
The Company has obtained approval of the Registrar of Companies, Tamil Nadu for extension of time for holding
the Annual General Meeting of the Company.
INFORMATION AS PER CLAUSE-49 OF THE LISTING AGREEMENT :
Particulars of Directors who are proposed to be appointed/reappointed:
A. Item No.2 of the Notice
Name
Age
Qualification
Expertise
Date of appointment
:
:
:
:
:
Mr.A.Satish Kumar
57 years
MBA from IIM, Ahmedabad
General Management
31st March 2009
Mr.A. Satish Kumar was serving as the Managing Director since 1991 in Henkel SPIC India Ltd. and stepped down from
the position of Managing Director of Henkel India Ltd. (HIL) at the end of March 2009, but continues to occupy the position
of Director. He was the youngest to become a CEO of SPIC group of Companies. An MBA from the Indian Institute of
Management, Ahmedabad and an Alumni of The Columbia University through their Senior Executive program, Mr.Satish
Kumar has over 20 years experience in the Industry. Mr.Satish was given the “Hind Gaurav Award” in 1996 by the All
India achievers Conference and is in the Management Committee of number of bodies like Southern India Chamber
of Commerce, India Soaps and Toiletries makers association. He was also the President of Madras Management
Association (MMA) and member of the Executive Committee of Indo- German Chamber of Commerce.
Mr.Satish Kumar is holding Directorship in the following Indian companies. This list does not include Directorship in
Companies excluded as per Section 278 of the Companies Act, 1956.
S.No.
Company
Position
1
Henkel Marketing India Ltd.
Director
2
Amrutanjan Healthcare Ltd.
Director
3
First Leasing Co. of India Ltd.
Director
4
Royal Soft Services Ltd.
Director
B. Item No.3 of the Notice
Name
: Mr. Rm.Muthukaruppan
Age
: 57 years
Qualification
: Bachelor of Engineering (Chemical)
Expertise : Technical
Date of appointment : 29th April 2005
8
Committee Membership
Chairman
Member
–
–
–
Audit
–
Audit
–
–
Mr. Rm.Muthukaruppan has served in various positions in handling process, production, Technical services, Project
development work, Market development, implementing and operating LAB & ECH projects. He was inducted on the
Board of Tamilnadu Petroproducts and serving as its Managing Director & COO since February 2004. He is a member in
the Indian Chemical Council both Regional Committee as well as in the Executive Committee (formerly Indian Chemical
Manufacturers Association). He is also a Vice President in Manali Industries Association.
Mr.Rm.Muthukaruppan is holding Directorship in the following Indian companies. This list does not include Directorship
in Companies excluded as per Section 278 of the Companies Act, 1956.
S.No.
Company
Chairman
Member
Share Transfer &
–
Investors’ Grievance
–
–
–
–
Position
1
Tamilnadu Petroproducts Ltd.
Director
2
3
Gulf Petroproducts E.C.
SPIC Electric Power Corpn. Ltd
Director
Director
C. Item No.4 of the Notice
Name
: Mr.Sukhendu Ray
Age
: 86 years
Qualification
: F.C.A. England and Wales.
Expertise
: Leading Chartered Accountant
Date of appointment : 29th April 2005
A Science Graduate from the University of Calcutta and qualified Chartered Accountant from England. He is presently a
Fellow Member of the Institute of Chartered Accountants of England and Wales having 40 years of working experience
in varied functions. Mr.Ray served as a Member of Bengal Chamber of Commerce and Industry, Central Council of the
Association of Indian Engineering Industries (now CII), Indian Institute of Management, Indian Institute of Social Welfare
and Business Management, Calcutta and Indian Advisory Board of Standard Chartered Bank. Mr.Ray has also served
as President of the Bengal Club, Calcutta.
Mr.Ray is holding Directorship in the following Indian companies. This list does not include Directorship in companies
excluded as per Section 278 of the Companies Act, 1956.
S.No
Company
Position
Chairman
Member
1
Stone India Ltd.
Director
Audit/Investors’&
Share-holders’
Grievance
–
2.
Asiatic Oxygen Ltd
Director
Audit
–
3
Nagarjuna Agrichem Ltd.
Director
–
Audit
4
International Combustion (India) Ltd.
Director
Audit
Investors’ & Shareholders’
Grievance
5
Henkel Marketing India Ltd.
Director
–
–
D. Item No.6 of the Notice
Name
:
Age
:
Qualification
:
Expertise
:
Date of Appointment :
Dr.Uddesh Kohli
70 years
Ph.D in Economics – Delhi School of Economics
Post Graduate in Management (Manchester, UK)
Hons. Degree in Engineering - IIT, Roorkee
Strategic Management
11th September 2009
9
Presently
Chairman Emeritus – Construction Industry Development Council
Chairman – Construction Industry Arbitration Council
Chairman – Engineering Council of India
President Emeritus
– Indian Society for Training & Development,
Secretary General
– International Federation of Training & Development Organisations
Senior Adviser – Global Compact, United Nations
Member – Board of Governors of Indian Institute of Management, Kozhikode
Director – Industrial Credit Rating Agency (ICRA), Alstom Projects India Ltd, Lanco
Infratech Ltd, Power Equity Capital Advisors Pvt Ltd, PTC India Financial
Services, R K Wind Ltd, Lanco Power trading Ltd
Formerly
Chairman & Managing Director
– Power Finance Corporation
Adviser
– Planning Commission, Government of India
Adviser – Asian Development Bank, United Nations for Countries like Papua New Guinea,
Tanzania, China, Maldives
Chairman/President
– Council of Indian Employers, Standing Conference of Public Enterprises, All India
Management Association and Consultancy Development Centre.
Former Director
Indian Oil Corporation Ltd, National Thermal Power Corporation Ltd, National Mineral Development Corporation Ltd,
National Research Development Corporation Ltd, West Bengal Consultancy Corporation Ltd.
Professional
Past President-International Federation of Training & Development Organisations and Asian Regional Training &
Development Organisations, Board Member-Indian Institute of Management, Bangalore, Fellow-Institute of Management
Consultants of India, Indian Society for Training & Development and Institution of Engineers (India).
Publications
– Over 24 publications (books and articles) on various topics including project planning,
Information Systems, management, power and energy systems.
Dr.Uddesh Kohli is holding Directorship in the following Indian Companies. This list does not include Directorship in
Companies excluded as per Section- 278 of the Companies Act, 1956.
S.No.
Company
Position
Chairman
Member
1
Alstom Projects India Ltd
Director
–
–
2
Lanco Infratech Ltd
Director
–
–
3.
Power Equity Capital Advisors Pvt Ltd
Director
–
–
4.
PTC India Financial Services
Director
–
–
5.
R K Wind Ltd
Director
–
–
6.
Lanco Power trading Ltd
Director
–
–
10
E. Item No.7 of the Notice.
Name
: Prof. Debashis Chatterjee
Age
: 45 years
Qualification
: Ph.D. (Management)
Master Degree (Personnel Management)
Expertise
: Academician
Date of Appointment : 11th September 2009
Presently Director, IIM Kozhikode
Formerly
Professor – IIM Lucknow
Visiting Professor
– Harvard University, U.S.A
– McMaster University,Canada
– EXCEPEAP, Paris, France
– Reims School of Management, Reims France
– Harvard Graduate School of Business, U.S.A.
Visiting Lecturer
– University of St.Thomas, USA
Prof.Debashis has taught leadership at Harvard University and at the Indian Institute of Management (IIM), Lucknow and
Calcutta for more than a decade. His teachings span five continents and he brings to his work a decade and a half of
cutting-edge research in Wisdom Leadership. Prof.Debashis has trained more than 10,000 managers globally in Fortune
100 Corporations. He has served as leadership coach to CEOs and is a pioneer in the field of Asian models in leadership.
He has been awarded the prestigious Fulbright Fellowship twice for Pre-Doctoral and Post-Doctoral work at the Kennedy
School of Government at Harvard. His five published books include Leading Consciously (Foreword by Peter M. Senge),
Leadership Sutras (Elsevier) and Break Free (Penguin) which have been translated into several international languages.
His latest book, Timeless Leadership, will be published internationally by Jossey Bass and Wiley in 2010. He has been
featured in the international media including Gurdian and London Times, UK and The Financial Review, Australia and
The Economic Times, India. He has written regular columns for national periodicals including The Times of India.
Prof.Debashis is holding Directorship in the following Indian Companies. This list does not include Directorship in
Companies excluded as per Section-278 of the Companies Act, 1956.
S.No. Company
Position
Chairman
Member
1.
Aegis Private Ltd.
Director
–
–
2.
Kerala State Financial Corpn.Ltd.
Director
–
–
F. Item No.8 of the Notice.
Name
: Mr.V.Selvaraj
Age
: 70 Years
Qualification
: Master of Arts in Economics
Expertise
: Corporate Consultancy on Shipping & Industries.
Date of Appointment
: 11th September 2009
As a member of the Indian Administrative Service for more than 25 years, Mr.V.Selvaraj had several important positions,
which includes :
11
Chairman
– Madras Port Trust
Commissioner & Secretary – Industries, Tamil Nadu
Commissioner & Secretary – Housing & Urban Development
Director – Madras Refineries
Part time Consultant – World Bank
After taking voluntary retirement from the Government, Mr.Selvaraj is rendering Advice and consultancy services to
various companies and individual entrepreneurs. He has been in the Board of several companies thereby representing
a wide range of experience and exposure to the different management practices as well as the modern trends in
management particularly inter-face with Government Organisations.
Mr.V.Selvaraj is holding Directorship in the following Indian Companies. This list does not include Directorship in
Companies excluded as per Section-278 of the Companies Act, 1956.
S.No. Company
Position
Chairman
Member
1.
National Trust Housing Finance Ltd.
Director
Audit
–
2.
Natronix Semiconductor Technology Ltd.
Director
–
–
G. Item No.9 of the Notice.
Name
: Mr.Ben Ho
Age
: 38 years
Qualification
: M.B.A. Finance & CPA of Australia
Expertise
: Finance
Date of Appointment
: 25th March 2010
Mr.Ben Ho started his career with Henkel in 2002 as Regional Controller of Asia Pacific and in 2003, he has relocated
to Manila as General Manager of Financial shared service center for Henkel Asia Pacific. In 2005, he became the CFO
of Henkel Thailand and in 2007 went to Henkel US as a Finance Project Manager. In 2008, returned to Asia and serving
as VP–Finance and Controlling of Henkel Asia Pacific based in Shanghai.
Before he joined Henkel, Mr.Ben has worked in various finance positions in China, Hong Kong, Switzerland and Asia
Pacific for Ciba Speciality Chemicals and Ventio Chemical Ltd. Mr.Ben holds a Master degree of MBA and is CPA of
Australia. Mr.Ben does not hold Directorship in any of the Indian Companies.
EXPLANATORY STATEMENT
(Pursuant to Section 173 (2) of the Companies Act, 1956)
Item Nos. 6 to 9
The Board had in accordance with Articles of Association appointed Dr.Uddesh Kohli, Prof. Mr.Debashis Chatterjee
and Mr.V.Selvaraj, as Additional Directors with effect from 11th September’09 to strengthen the Board and to have the
benefits of their experience and expertise as Independent Directors. They will hold office till the conclusion of this Annual
General Meeting and are eligible for reappointment. None of the Directors are interested in the resolution concerning
the appointment of these Directors.
Mr.Ben Ho was appointed as a Director in the place of Mr.Peter K Scherer at the Board Meeting held on 25th March’10.
Mr.Ben Ho will hold office till the conclusion of this Annual General Meeting and is eligible for reappointment. None of the
Directors except Mr.Thomas Jungmann and Mr.Patrick Kaminski are interested in this resolution.
Directors recommend the resolution for approval of the Shareholders.
12
DIRECTORS’ REPORT
Rs. Crs.
2009
To
Sales
The Shareholders
Your Directors have pleasure in presenting the 89th
Annual Report of the Company together with the Audited
Accounts for the year ended 31st December 2009.
2008
509.46 508.56
Profit before Interest & Depreciation
46.43
42.57
Interest
19.29
31.53
6.25
6.85
20.89
4.19
33.49
(0.24)
(12.60)
4.19
Depreciation
Profit before Tax & Extraordinary Item
Extraordinary Items :
ECONOMIC SCENARIO
Restructuring cost
Profit before Tax
Indian economy was one of the few that withstood the
global contraction and maintained its growth in 2009-10.
The stimulus package announced by the Government
of India towards the end of 2008 stood the economy in
good stead. Interest rates were soft on account of better
liquidity and belt tightening by corporates leading to a
reduction in demand. Index of Industrial production grew
by 8.8% while services grew by 8.5%. Agriculture sector
contracted marginally and registered a growth of around
3%.
MARKETING
LAUNDRY AND HOME CARE
In the year 2009, the laundry category volume grew
by 5%, driven by economy segment at 9% while the
midrange and premium segment declined by 3% and 2%
respectively. The hand dishwash category registered a
1% volume growth. The value growth of diswash category
was at 24% driven by liquid growing at 56%, bars at 24%
and powders at 12%. Towards the later half of 2009, the
laundry category witnessed increasing price competition
with both branded and local players reducing prices and
offering significant consumer promotions.
FINANCIALS
The performance of your Company in the year under
review was satisfactory. The Company recorded sales of
Rs.509.46 Crs. in comparison to the sales of Rs. 508.56
crs. in the previous year. The Company recorded Profit
before Tax & Extraordinary Items amounting to Rs.20.89
Crs. as compared to Rs.4.43 crs in the previous year. Your
Directors take this opportunity to assure that all efforts shall
continue to be made to sustain sales growth and margin
while consolidating retained earnings. After obtaining
the approval of the Shareholders during Sept’09 through
the Postal Ballot, the Company’s manufacturing facility
situated at Tiljala, Kolkata was sold. The Restructuring
cost (as given below) include one time expenses related
to closure and sale of Tiljala factory. In addition, they also
comprise expenses relating to measures undertaken
in the areas of sales, supply chain and administration
to improve the business operations through reduction
of production costs, borrowing cost and better working
capital management. In 2009, your Company took a
number of measures notably in the area of improving
distribution and supply chain capabilities due to which,
the turnover remained same as compared to last year.
These measures, however, resulted in improvement of the
profitability of your Company.
Henko – Henko Stain Champion Powder was relaunched
in May’09 with an enhanced consumer proposition of Stain
Removal + Germ Kill. Substantial media investments
helped in the brand clocking a 11% volume growth,
thereby gaining 0.5% volume market share. Henko bar
was impacted significantly due to the price war in its core
geographies resulting in lower volume.
Mr. White – Mr. White grew volume by 2% and maintained
its market share of 4.2%. A new SKU of 150g was launched
to enhance rural penetration. A premium priced variant
with the scent of Fresh Flowers was launched in the South
with a new campaign to build dynamism around the brand.
Pril – Pril Liquid was relaunched as Pril Perfect with a
Triple action formula promising Degreasing, Deodorizing
and Germ Kill. The relaunch supported by a new TVC with
Ms. Sonali Bendre as the brand ambassador increased
brand awareness. A new SKU of 225ml was launched and
in the festive season a limited edition pack of Pril Festive
13
PRODUCTION
Rose was rolled out. All these initiatives resulted in Pril
achieving a 22% volume growth during the year.
Karaikal - The plant was operated to meet the market
requirements of our branded products viz., Henko Stain
Champion, Henkomatic, Mr.White, Chek, Bref and Pril
range of products, zeolite and export requirements. The
Zeolite plant was operated to cater the captive, domestic
and export market requirements. The Performance level
of both the plants has been satisfactory. Neem extract,
Margo and Chek perfume production facilities created in
Karaikal. These units are operated to cater to the captive
consumption.
Bref - Bref Toilet cleaner was reactivated in June’09 with
strong media support and marketing activities like door to
door sales and merchandising activities which generated
high awareness for the brand.
COSMETICS & TOILETRIES
The total soap category witnessed a growth of 10.1%
in value and 3.7% in volume, driven by price increases
across brands especially in the first half of the year.
Henkel Cosmetics & Toiletries business 2009 closed at
same levels affected by the market correction measures.
Continued investments in Margo Original Neem have
shown good results, with sales growing by 11%. Margo
offtakes grew by 21%, which made Margo as one of
the fastest growing brands in this category. The brand
Relaunch, with modernized packaging, more convenient
shape, and improved formula, supported with increased
media spends have been the key drivers for the brand’s
growth. In April'09 the distribution of Margo crossed 1 million
outlets for the first time in history and by December’09 the
brand further increased it's reach. Margo has reached a
national market share of 1.22% value and reached above
4% share in markets of Bihar and West Bengal during
2009. Fa Deodorants sales grew by 4%, driven by the
launch of Fa Men Xtreme in March 09, while Fa Classic
sales declined impacted by inflows of grey market stocks
of Fa Men Xtreme. Neem Active Toothpaste registered a
sales growth of 6.2% vs. 2008.
SALES
The Company's total sales were impacted by the
corrective measures put in place during 2009. Planned
reduction of distributor's stock across both Laundry and
Cosmetics business resulted in sales showing similar
trend last year. In fourth quarter’09, an initiative to reduce
the number of distributors as well activate more salesmen
at the distributors’ level was implemented to improve the
distribution network.
HUMAN RESOURCES
The high level of motivation of the employees and their
identification with the Company is the basis for the
creation of a strong team, who continuously advance the
innovative brands and superior technologies with their
inventive talent and pioneering spirit. The training courses
are evolved to internalize the principles of sustainable
development and to uphold the Company’s corporate
culture based on fairness and team spirit.
AWARDS
The Company was awarded ''Energy Conservation
Award'' for the year 2009 by Renewable energy agency
of Puducherry (the State Government of Puducherry)
indicating excellence in energy saving.
HAIR CARE DIVISION – SCHWARZKOPF PROFESSIONALS
The division posted a growth of 34.7% in 2009 versus the
previous year. SKP was the official hair and styling partner
for the Femina Miss India 2009. SKP’s Essential Looks
Spring Summer Collection 2009 which was held in Mumbai
during March’09 was a grand success. The 20 finalists of
the Femina Miss India walked the ramp on the day of the
Grand finale. A state of the art Hair-care Academy was
launched in Chennai. SKP also launched its premium Hair
Spa Brand SEAH HAIRSPA and has tied up with the Taj
Group of Hotels to be the exclusive supplier of Hair Spa
Products for the all the Jiva Spas owned by Taj Group.
CONSERVATION
OF
ENERGY,
TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The particulars relating to the Conservation of Energy,
Technology Observation, Foreign Exchange Earnings,
outgo as required u/s 217 (1)(e) of the Companies Act,
1956 are enclosed as part of this Report.
14
SUBSIDIARY COMPANY
accounting standards had been followed along with
proper explanation relating to material departures;
The Audited statements of accounts of the subsidiary
Company viz., Henkel Marketing India Ltd for the year
ended 31/12/2009 together with the reports of Directors
and the Auditors, are annexed as required u/s. 212 of
the Companies Act, 1956. The Company has achieved a
turnover of Rs.459 Crs as against the Rs.467 Crs in the
previous year.
DIVIDEND
For the year under review, your Directors have not
recommended dividend due to absence of profits.
ii)
accounting policies were adopted and applied
consistently and made judgments and estimates
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 December 2009 and of the
profit or loss of the Company for the year ended on
that date;
iii)
proper and sufficient care 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 have been
taken; and
iv)
the Annual Accounts have been prepared on a
`going concern’ basis.
PUBLIC DEPOSITS
Your Company has not accepted any deposit from the
public during the year.
DIRECTORS
CORPORATE GOVERNANCE
Mr.Ben Ho was appointed as Nominee Director of Henkel
AG & Co. KGaA, Germany in the place of Mr.Peter K
Scherer. The Board places on record its appreciation
for the valuable support and guidance rendered by
Mr.Peter K Scherer during his tenure. Dr.Uddesh Kohli,
Prof. Debashis Chatterjee and Mr. V.Selvaraj were
appointed as Independent Directors during the period,
liable to retire by rotation at the ensuing Annual General
Meeting, being eligible, offer themselves for reappointment.
During the period under review, Mr.Jayant K Singh was
appointed as Managing Director effective from 1st April
2009 after obtaining the approval of the Shareholders.
Pursuant to Clause-49 of the Listing Agreement with the
Stock Exchanges, a Report on Corporate Governance
together with the certificate from Mrs B.Chandra,
Practising Company Secretary, on the compliance with the
conditions of the Corporate Governance and Management
Discussion and Analysis Report are attached to this
report. The Audited Consolidated Financial Statements
are provided in the Annual Report
PARTICULARS OF EMPLOYEES
A statement giving information and particulars of the
employees as required u/s 217 (2A) of the Companies Act,
1956 forms part of this report. However, the Annual Report
excluding the aforesaid information is being sent to all the
members of the Company and others entitled thereto. Any
member interested in obtaining such particulars may write
to the Company Secretary at the Registered Office of the
Company.
Mr.Rm.Muthukaruppan, Mr.A.Satish Kumar and Mr.Ray
who retire by rotation at the ensuing Annual General
meeting, being eligible, offer themselves for reappointment.
Brief Profile, nature of expertise and directorship details
are furnished to the members in the note accompanying
the Notice.
DIRECTORS’ RESPONSIBILITY STATEMENT
AUDITORS
In compliance with the provisions of Section 217(2AA) of
the Companies Act, 1956 (the Act), your Directors hereby
confirm that:
i)
M/s CNGSN & Associates, Chartered Accountants,
Chennai, the Statutory Auditors of the Company, retire
at the conclusion of this Annual General Meeting and are
eligible for re-appointment as Auditors of the Company for
the financial year 2010. Regarding the observations made
in the preparation of the annual accounts for the
year ended 31st December 2009, all the applicable
15
by the Auditors in their report, the notes forming part of
Accounts are self-explanatory.
to our products every year. Subject to the approval of
the Central Government, the Company has appointed
Mr.A.Madhavan, Cost Accountants, as the Cost Auditors
of the Company for the year 2010.
ENVIRONMENT AND SAFETY MEASURES
Karaikal - In line with the global trend and Henkel’s policy,
the thrust for Safety, Health and Environmental issues
(SHE) was sustained, with recognition from various
Governmental and non governmental organizations,
and appreciation from local populace. ISO 9001 Quality
Management System is in place since 1994. The ISO
14001, Environment Management System and OHSAS
18001, Occupational Health & Safety Management System
are successfully implemented. The three management
systems (Quality, Environment and Occupational Health)
were integrated and the Integrated Management System
is now in practice. Various Environmental programs and
Risk reduction programs were taken up.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge the valuable guidance
and assistance being received from your Company's
collaborators, M/s Henkel AG & Co. KGaA and Tamilnadu
Petroproducts Ltd. Your Directors take this opportunity
to express their gratitude to all the employees for the
significant personal efforts and their collective contribution
to enable the company to achieve good performance and
maintain steady progress. Your Directors wish to thank the
shareholders for their continued support, encouragement
and the confidence reposed in the Management.
COST AUDIT
As per the requirement of the Central Government and
pursuant to Section 233 B of the Companies Act, 1956 the
Company carries out an audit of cost accounts relating
for and on behalf of the Board of Directors
Place : Chennai
Date : 4th June 2010
16
Dr. A.C.MUTHIAH
Chairman
ANNEXURE TO THE DIRECTORS’ REPORT
Disclosure of particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Report of the Board of Directors for the year ended 31st December 2009.
CONSERVATION OF ENERGY
PART A
1)
KARAIKAL PLANT
a)
i) Energy conservation measures taken:
As part of ISO 14001, Environmental Program; the energy saving potentials are being continuously explored. The
following activities were carried out in 2009.
Savings Investment
(Rs. Lacs) (Rs. Lacs)
1.98
–
Operational efficiency and process optimization – Electrical Energy
7.06
–
Operational efficiency and process optimization – various process equipments
9.04
–
TOTAL
Activity
Payback
(Month)
–
–
–
ii)
Additional investments and proposals for 2009 being implemented for reduction of consumption of energy through
installation of p.f. correction capacitors on individual motors, operation of Fans with Variable Speed Drives and
Natural gas consumption reduction 5% by increasing detergent slurry concentration
Investment
– Rs. 2.75 lacs
Savings
– Rs. 14.30 lacs
Impact of the measures at (i) and (ii) above for reduction of energy consumption and consequent impact
on the cost of production of goods.
iii)
Savings Rs. 23.34 lacs
PART B
DISCLOSURE PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
A)
RESEARCH AND DEVELOPMENT (R & D)
a)
B)
•
Continuous formulation up-gradation of brands carried out as per market requirements.
•
New products - Bref Toilet Cleaner, Bref Power Cleaner, Bref Cistern Block, Pril Multi Degreaser,
Pril Dish Washing Liquid with antibacterial Neem, Pril Dish Washing Liquid Lemon, Fa Deodorant
Glamour Touch Golden Star & Fa Deodorant Glamour Touch Purple Passion
BENEFITS DERIVED AS A RESULT OF THE ABOVE R&D.
•
C)
Specific areas in which R&D carried out by the Company.
Product superiority maintained across all the brands.
FUTURE PLAN OF ACTION.
•
•
Cost optimization of existing brands and products
Development of new products as required by marketing.
D)
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:
The Company continues to benefit from the R&D efforts of Henkel AG & Co. KGaA, Germany. The products and
processes are customized to local conditions to offer “value for money’ products to the consumers.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange used
Foreign Exchange earned
:
:
Rs.4,854 lacs
Rs.862 lacs
17
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
1.
ANALYSIS OF CURRENT YEAR RESULTS
1.1
Revenue
Revenue for the year 2009 was Rs.509.46 Crs. as against Rs.508.56 Crs in 2008. The revenue remained more or
less at last year level mainly due to certain corrective measures initiated in the market and modifying the supply
chain model for efficient speed to market operations.
1.1.1 Break up of Revenues by Business Segments
Detergents & Cleansers business accounted for 63% of total turnover, while Body Care business clocked 20%
of turnover and the balance 17% was from ‘others’ comprising Toothpaste, Hair Care and Zeolite. The overall
business split remained more or less similar to last year.
1.2
Profit Margin
Profit Before Tax and Extraordinary items for the year stands at Rs.20.89 Crs. as compared to Rs.4.43 Crs in
2008. Profitability improved due to efficient management of sourcing and overheads, introduction of premium
products and tighter management of working capital borrowings and consequent reduction in interest costs.
1.3
Costs & Expenses
1.3.1 Cost of Sales
The cost of sales as a percentage of the turnover went down marginally during the year compared to last year
resulting in better profitability.
1.3.2 Personnel Costs
Personnel costs were managed at same level as last year through right sizing of man power resources coupled
with performance based increment management.
1.3.3 Freight and handling cost
The marginal increase in cost is on account of general inflation and upward revision in the transportation cost due
to fuel cost increase.
1.3.4 Interest
Interest cost has reduced from Rs 31.53 Crs to Rs 19.28 Crs owing to the combination of working capital
optimisation resulting in lower borrowings. The overall softening of interest rate coupled with innovative interest
rate management mechanism put in place with active dialogue and co-operation with the company’s bankers
resulted in your company enjoying the benefit of substantially lower interest outflow during the year.
1.4
Tax Expenses
In view of carry forward lncome tax losses no provision for income tax has been made. Provisions of Minimum
Alternate Tax (MAT) is not attracted in the current year.
2.
Financial Status
2.1
Net Worth
Net worth of the Company has decreased by Rs.14.70 Crs. during the year, even after substantial improvement in
profitability, mainly due to the restructuring costs incurred during the year. These measures result in improvement
in business operations, production cost, working capital management etc which are expected to be of enduring
nature.
18
2.2
Borrowing
Average borrowing during the year was maintained at a lower level through better management of working capital.
2.3
Fixed Assets & Capital Expenditure
The Gross Fixed Assets has decreased during the year due to the net effect of sale of certain assets relating to
Tiljala factory and selective investments in plant & machinery for upgradation in addition to computer hardware.
2.4
Current Assets
2.4.1 Inventory
Inventory of Raw materials and work in progress shows 11% reduction due to better control exercised over the
planning of supplies. Finished goods and stores and spares remained at similar levels as last year.
2.4.2 Sundry Debtors
There is a significant reduction in receivables achieved during the year mainly through stricter credit policy
implementation with all parties including subsidiary.
2.4.3 Net Current Assets
The reduction of net current assets from 265.74 Cr. to 147.81 Crs. is attributable to the tighter controls exercised
on each of the components and the extended credit availed from the vendors.
3.
INTERNATIONAL OPERATIONS
Export Turnover came down marginally from Rs.10.98 Crs. in 2008 to Rs 8.60 Crs. in 2009 due to sluggish global
economy.
4.
MANAGEMENT RESPONSIBILITY STATEMENT
The Financial Statements prepared are in conformity with the Indian Accounting Standards and Generally
Accepted Accounting Principles (GAAP) in India. The above statement fully meet the requirements of Companies
Act, 1956.
The Management of Henkel India Ltd. accepts responsibility for the integrity and objectivity of these financial
statements, as well as for estimates and judgment relating to matters not concluded by the year end. The
management believes that the financial statements reflect fairly the form and substance of transactions and
reasonably present the Company’s financial condition, and results of operations.
To ensure the above, the Company has installed internal control system across the organisation which is reviewed,
evaluated and updated on a regular basis. Periodic Internal Audits have been conducted to ensure that the
Company’s established systems, policies and procedures have been followed.
M/s CNGSN & Associates, Chartered Accountants, Chennai have audited the Financial Statements enclosed. M/s
Henkel AG & Co. KGaA has laid out procedures to ensure that the powers vested in the executive management
are used with care and responsibility.
The Audit Committee periodically meets the Chief Financial Officer, the Internal Auditors and the Statutory Auditors
to review the manner in which they are performing their responsibilities, and to discuss audit programme and
progress therein, internal controls and financial reporting issues. To ensure complete independence, Statutory
Auditors, Internal Auditors / representatives of Internal Audit Department have full and free access to the members
of the Audit Committee to discuss any matter of substance.
The Company has adequate internal control procedures commensurate with its size and nature of business. The
internal control manual defines detailed procedures and guidelines, authorisation and approval procedures. Audit
Committee meets on a regular basis where the Internal Audit Reports are tabled and detailed discussion take
place for implementing corrective actions and recommendation of the Audit Report.
19
CORPORATE GOVERNANCE REPORT
Henkel India Limited (HIL), is committed to pursue growth by adhering to the high level of standards of Corporate
Governance. The Key elements of Corporate Governance are transparency, disclosure, supervision, internal controls,
risk management, internal and external communications and high standards of safety and product quality. The Company
believes that practice of each of these creates the right Corporate culture that fulfils the true purpose of the Corporate
Governance.
1.
HENKEL’S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance which has become the integral part of business operations encompasses the key elements
such as integrity, transparency, fairness, and adoption of highest standards of business ethics to benefit the
interest of the stakeholders. The Company has been practicing the principles of good Corporate Governance by
adopting best global practices for corporate governance, disclosure standards while protecting the interests of
stakeholders in every business decision. The Company endeavor to achieve high level of transparency, integrity
and equity in all its operations, monitors continuously the developments in the areas of Corporate Governance to
meet stakeholders aspirations and societal expectations.
2.
a.
BOARD OF DIRECTORS
Composition
HENKEL is managed by the Board of Directors, which formulates strategies, policies, and procedures and reviews
its performance periodically. The Chairman, Dr.A.C.Muthiah, is a Non-Executive Director and represents one of
the Promoter groups. Mr.Jayant K Singh is the Managing Director of the Company and the only Executive Director
on the Board. The business of the Company is carried on by the Managing Director under the overall supervision
and control of the Board of Directors. There was no pecuniary relationship or transactions of the Non-Executive
Directors vis-à-vis the Company during the year under review.
b.
The composition of Board and attendance of Directors :
Name
M/s
Dr.A.C.Muthiah
Patrick Kaminski
Thomas Jungmann
Peter K Scherer
Mr.Ben Ho
Dr.A.Besant C.Raj
Sukhendu Ray
Rm.Muthukaruppan
A.Satish Kumar
Dr.Uddesh Kohli
Prof.Debashis Chatterjee
Mr.V.Selvaraj
Jayant K Singh
Status
Chairman
Director
Director
Director #
Director *
Director
Director
Director
Director
Director $
Director $
Director $
Managing
Director @
Attendance in
Board Meetings
Attendance in
Other Directorlast AGM held on
ships
11/9/09
Committee
Members
(Chairman)
Held
5
5
5
5
5
5
5
5
5
5
5
5
Attended
5
3
3
–
NA
5
5
5
5
1
1
1
Yes/No
Yes
Yes
No
No
NA
Yes
Yes
Yes
Yes
NA
NA
NA
Excluding HIL
5
–
–
–
Excluding HIL
6
–
–
–
4
5
2
4
6
2
2
–
2 (4)
1
2
–
–
(1)
5
4
Yes
1
–
All except Mr.Jayant K Singh are Non-Executive Directors.
*Appointed as a Director w.e.f 25/3/10, # Resigned as a Director w.e.f 25/3/10, $Appointed as a Director w.e.f. 11/9/09,
@ Appointed as a Managing Director w.e.f. 1/4/09.
NA - Not Applicable
20
All Independent Directors of the Company furnish a declaration at the time of their appointment as also annually that they
qualify the conditions of their being independent which declarations are placed before the Board.
c.
Number of Board meetings
The Board Meetings are held atleast four times a year one for each quarter. Board of Directors met 5 times during
the year 2009 viz, 31st March’09 (2 meetings), 2nd June’09, 11th Sept’09 & 26th Nov’09. The intervening period
between two Board meetings was well within the maximum gap of four months as prescribed under Clause-49.
The annual calendar of meetings is broadly determined at the beginning of each year.
d.
Board Agenda
The meetings are governed by a structured Agenda. All Agenda items are backed by comprehensive background
information to enable the Board to take informed decisions. Agenda papers are generally circulated well in advance
to the Board Members. The governance include an effective post meeting follow-up, review and reporting process
for action taken/pending on the decisions of the Board and the Committees.
3.
COMMITTEES OF THE BOARD
The Board has constituted various committees for smooth and efficient operation of the Company viz., Finance
Committee; Audit Committee; Remuneration Committee; Share Transfer and Investor Grievance Redressal
Committee; Capital Issues, Allotment, Investment & Borrowing Committee. The terms of reference of the
Committees are laid down by the Board from time to time. Meetings of each Board Committees are convened by
the Chairman of the respective Committees. The minutes of the meetings of the Committee are placed before
the subsequent meeting of the Board. The role, composition of the Committees and other information of the few
Committees are provided below:
A.
FINANCE COMMITTEE
The Finance Committee supervise and monitor the financial performance, control and reporting of the Company.
The meetings of Finance committee are also attended by the Auditors and other Senior Personnel of the Company.
Terms of Reference
The Committee was constituted by the Board of Directors and its scope interalia includes the following :
•
Considering, recommending the Un-audited/Audited Financial Statements, Segment Report, Limited Audit
Review Report and other documents to the Board/Committee for their consideration and to approve the
same for publication in the Newspapers whenever the same is warranted.
•
To make such statement in any document, advertisement or announcement that may be issued, released
or published in relevance to the delegated functions.
Composition
The Finance Committee comprises Five members, out of which two are Independent Directors. The members of
the Finance Committee have sound financial management expertise. During the year, the Committee met on three
occasions on 24/4/09, 20/7/09 & 22/10/09. Mr.N.Rajeeva Prakash, Company Secretary acts as the Secretary to
the meeting of the Committee. The meetings of Finance Committee are also attended by the Auditors and other
senior personnel of the Company.
21
Attendance
Name
Meetings held
Meetings attended
Dr.Besant C.Raj (Chairman)
3
3
Mr.Sukhendu Ray
3
3
Mr.A.Satish Kumar
3
3
Mr.Jayant K Singh
3
3
Mr.Peter K. Scherer #
3
–
Not Applicable
–
Mr.Ben Ho *
* Appointed as a Member w.e.f 25/3/10, # Resigned as a Member w.e.f 25/3/10.
B.
AUDIT COMMITTEE
The Audit Committee primarily oversees the Company’s financial reporting process and disclosure of its financial
information to ensure the correctness and adequacy. The Committee provides reassurance to the Board on the
existence of effective internal control system.
Terms of Reference
The Committee was constituted by the Board of Directors and its scope interalia includes the following :
•
Overseeing of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
•
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.
•
Reviewing with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems.
•
Discussion with internal auditors any significant findings and follow up there on.
Composition
The Audit Committee comprises 4 members, all being Non-executive Directors of which 2 are independent. All
members of Audit Committee have sound financial management expertise. During the year, the Committee met
on four occasions on 30/3/09, 24/4/09, 20/7/09 & 22/10/09. Mr.N.Rajeeva Prakash, Company Secretary is the
Secretary to the Committee. The meetings of audit committee are also attended by the auditors and other senior
personnel of the Company. The recommendations of the Audit Committee are accepted and implemented by the
Board.
Attendance
Name
Meetings held
Meetings attended
Dr.Besant C.Raj (Chairman)
4
4
Mr.Sukhendu Ray
4
4
Mr.A.Satish Kumar
4
3
Mr.Peter K.Scherer #
4
–
Not Applicable
–
Mr.Ben Ho *
* Appointed as a Member w.e.f 25/3/10, # Resigned as a Member w.e.f 25/3/10.
22
C.
REMUNERATION COMMITTEE
The Committee was constituted to decide the Company’s policy on specific remuneration packages for executive
and non-executive Directors on the Board. The Committee has also been empowered to recommend the periodic
increments in salary and annual incentives of the Executive Directors. The Committee met one time on 30/3/09
during 2009, whose members include Dr. A. Besant C. Raj and Mr. Sukhendu Ray.
Director's Fees
Name
Sitting Fees (in Rs)
Dr. A.C.Muthiah
15,000
Mr.Thomas Jungmann
–
Mr.Peter K.Scherer
–
Mr.Patrick Kaminski
–
Dr.A.Besant C.Raj*
94,000
Mr.Sukhendu Ray
36,000
Mr.Rm.Muthukaruppan*
75,000
Mr.A.Satish Kumar*
72,000
Dr.Uddesh Kohli
3,000
Prof.Debashis Chatterjee
3,000
Mr.V.Selvaraj
3,000
* Members of Share Transfer Committee whose meeting are held 24 times (approx.) a year. None of the above
Directors have been paid any Commission during the year. The remuneration of Managing Director includes
Basic Salary @ Rs.3.35 Lacs p.m, Perquisites the value of which would not exceed Two times of the Annual Basic
Salary and Commission @ 1% p.a of the net profit not exceeding Annual Basic Salary. Non-Executive Directors
are paid Sitting Fees for each meetings of the Board and the Committees attended by them.
D.
SHARE TRANSFER & INVESTOR GRIEVANCE REDRESSAL COMMITTEE
Terms of Reference
The terms of reference of the Share Transfer & Investor Grievance Redressal Committee includes monitoring
the work related to transfer, transmission, dematerialization, rematerialisation, sub-division and consolidation
of shares of the Company and also to ensure that all the investor’s grievance and complaints are redressed
expeditiously to strengthen the Investor’s relations.
Composition
The Committee comprises Three members, of which Two are Non-Executive Independent Directors. The
Committee met on 24 occasions during the year.
Attendance
Member
Meetings Held
Meetings attended
Dr.A.Besant C. Raj, Chairman
24
22
Mr.Rm.Muthukaruppan
24
24
Mr.A.Satish Kumar
24
24
23
4.
GENERAL BODY MEETING
Details of past three Annual General Meetings:
Year
Date
Time
Special Resolutions passed
2006
29th Jun’07
10.15 am
None
2007
20th June’08
2.00 pm
None
2008
11th Sept’09
10.15 am
#
* All AGMs were held in Rajah Annamalai Hall, Esplanade, Chennai – 600 108. One ordinary resolution was passed by way of
postal ballot during the year 2009 for the disposal of manufacturing facilities situated at Tiljala, Kolkata.
#Appointment of Mr.Jayant K.Singh as Managing Director for 5 years wef 1st April '09 and payment of remuneration for 3
years.
5.
DISCLOSURES
Related party transactions during the year have been disclosed in the annual report elsewhere as required under
Accounting Standard-18 issued by the Institute of Chartered Accountants of India. There has been no noncompliance by the Company or penalty or strictures imposed on the Company by the Stock exchange or SEBI or
any statutory authority, on any matter related to capital markets, during the last 3 years. In the preparation of the
financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered
Accountants of India. The significant accounting policies which are consistently applied are set out in the Annexure
to Notes to the Accounts.
Details of equity shares held by Non-Executive Directors as on 31st December 2009:
Member
No.of Equity shares
Dr. A.C Muthiah
3200
Mr. RM.Muthukaruppan
50
Mr. A.Satish Kumar
2178
6.
MEANS OF COMMUNICATION
The Financial results of the Company are published in compliance with the requirements of Clause-41 of the
listing agreement. The financial results and the press releases are posted on the Company’s website. i.e. www.
henkel-india.com.
Details of publication of Quarterly Financial Results during the year 2009 are as follows:
Quarter
News Paper
Date of Publication
31/3/2009
News Today
Maalai Sudar
25/04/09
30/6/2009
News Today
Malai Sudar
21/07/09
30/9/2009
News Today
Malai Sudar
23/10/09
31/12/2009
News Today
Malai Sudar
26/03/10
24
7. CODE OF CONDUCT
The Board of Directors of the Company had laid down a Code of Conduct for all Board Members and Senior
Management of the Company and this Code of Conduct was adopted as the Henkel India Code of Conduct
at the Board Meeting held on 15th December 2005. This code is derived from the principles of good corporate
governance, good corporate citizenship and high ethical standards and is applicable to all Directors, Senior
Management and Employees of the Company. All Directors and Senior Management Personnel of the Company
have affirmed compliance with the Henkel’s Code of Conduct for the financial year ended 31/12/09 as required
under Clause-49 of the Listing Agreement.
8.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report is given elsewhere in this report.
9.
SUBSIDIARY COMPANY
The Company has one unlisted subsidiary Company namely Henkel Marketing India Limited with its Registered
Office at Chennai. The minutes of the Board Meetings of unlisted Subsidiary Company are considered and taken
on record in the Board Meetings of the Holding Company.
10.
RISK MANAGEMENT PROCEDURES
The Company has adopted Risk Management Procedures under the guidance of its Promoter namely, Henkel
AG & Co. KGaA, Germany known as Corporate Standard Risk Reporting Process according to which detailed
procedures are laid down for risk assessment and minimization. The Company ensures that the executive
management controls risks through means of a properly defined framework. Mr.Jayant K Singh, Managing
Director of the Company has been nominated by the Board to ensure compliance with the procedures laid down
and reporting process.
11.
GENERAL SHAREHOLDER INFORMATION
1.
Registered Office of the Company
TPL House, 1st Floor, No.3, Cenotaph Road, Teynampet, Chennai 600 018.
Phone :044-24330089. Web: www.henkel-india.com
2.
Forthcoming Annual General Meeting
Sept’10
3.
Financial Calendar - 2010 (Proposed)
First quarter results
April 2010
Second quarter results
July 2010
Third quarter results
October 2010
Fourth quarter and Annual results
February 2011
4.
Book Closure Dates
14th September 2010 to 16th September 2010 (both days inclusive)
25
5.
Listing on Stock Exchanges
The shares of the Company are listed on Bombay, Madras and Calcutta Stock Exchanges. The Annual Listing
fees in respect of the shares of the Company for the financial year 2009-2010 has been paid by the Company
promptly.
6.
Stock Code
Stock Exchange
Stock Code
Madras Stock Exchange Limited,
11, Second Lane Beach, Chennai -600 001.
HIL
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.
The Calcutta Stock Exchange Ltd
Lyons Range, Kolkata – 700 001
37210 & 10037210
7.
Depository Connectivity
National Securities Depository Limited (NSDL)
Central Depository Services (India) Limited (CDSL)
ISIN : INE099H01019
8.
Stock Market price data in BSE
Month
532671
Monthly High (Rs.)
Monthly Low (Rs.)
January 2009
13.20
10.90
February 2009
13.20
10.92
March 2009
13.74
11.00
April 2009
15.44
12.21
May 2009
19.40
13.31
June 2009
23.90
17.50
July 2009
25.70
17.40
August 2009
27.20
21.75
September 2009
43.90
25.20
October 2009
55.40
40.10
November 2009
52.00
33.55
December 2009
50.80
41.00
26
9. HIL Share Price Vs. BSE Index - Year 2009
10.
Share Transfer System
A Committee constituted for this purpose interalia approves transfers in the physical form. As per the directions
of SEBI, the Company immediately on transfer of shares, sends letters to the investors, in the prescribed format,
informing them about the simultaneous transfer and dematerialisation option available for the shares transferred
in their names.
11.
Shareholding Pattern / Distribution as on 31/12/2009
Number of Shares
1-500
No. of Share owners
% of share owners
No. of shares
% to Total
56650
89.31
9701881
8.33
501-1000
3817
6.02
3128191
2.69
1001-2000
1536
2.42
2970881
2.55
2001-3000
490
0.77
1277971
1.09
3001-4000
209
0.33
744520
0.64
4001-5000
206
0.32
995692
0.85
5001-10000
270
0.43
2068064
1.78
10001 & Above
254
0.40
95577271
82.07
63432
100.00
116,464,471
100.00
Total
27
12.
CATEGORIES OF SHAREOWNERS AS ON 31/12/2009
Category
No. of shares owners
Promoters, Relatives & Associates
No. of Shares Held
Voting Strength (%)
5
78761531
67.63
820
7494922
6.44
Banks, Mutual Funds & Financial
11
14795
0.01
Foreign Institutional Investors (FIIs)
Nil
Nil
Nil
416
501841
0.43
Clearing Member, Trust, Resident (Public
& Others)
62180
29691382
25.49
Total
63432
11,64,64,471
100.00
Bodies Corporate (Domestic)
NRI/ OCBs/ Foreign Nationals
13.
SHAREOWNING PATTERN AS ON 31/12/2009
TPL
16.66%
Henkel
50.97%
Public
32.37%
14.
Top 10 Shareholders as on 31/12/09
Name
Category
Shares
%
Henkel AG & Co. KGaA
Promoter
5,93,60,203
50.97
Tamilnadu Petroproducts Limited
Promoter
1,93,95,900
16.66
Nalin Pravin Shah * Jt.Manan Nalin Shah
Individual
51,86,466
4.44
Sharad K Shah *
Individual
20,81,464
1.78
Derive Trading Private Limited
Bodies Corporate
5,33,555
0.46
Kotak Securities Limited
Bodies Corporate
5,28,147
0.45
Damani Estate and Finance Pvt Ltd
Bodies Corporate
4,07,270
0.35
Mangal Keshav Securities Limited
Bodies Corporate
3,55,425
0.31
Religare Securities Ltd.
Bodies Corporate
3,50,342
0.30
Lal Tolani *
Jt.Saroj Tolani
Individual
2,73,296
0.23
* Resident. Others are Corporate Bodies.
28
15.
Dematerialisation / Rematerialisation
SEBI mandated compulsory dematerialization of shares for all purpose of trading through registered channels. As
of date 5,27,98,184 Shares of the Company held by the Shareholders are in demat form aggregating 45.34% of
the total equity Paid Up Capital. Out of balance 55% of shares, 51% of shares are held by the company's Foreign
Promoter Henkel AG & Co. KGaA on physical mode and as such only 4% of shares are in the physical mode with
the public shareholders. The Company has signed agreements with both National Securities Depository Limited
(NSDL) and with Central Depository Services (India) Limited (CDSL) to provide the facility of holding equity shares
in dematerialised form.
Demat - 31/12/2009
Demat
45%
Physical
55%
16.
Outstanding GDRs / ADRs etc.
The Company has not issued any Global Depository Receipt / American Depository Receipt / Warrant or any
convertible instruments pending conversion or any other instrument likely to impact the equity share capital of the
Company.
17.
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE :
Certificate from the Practicing Company Secretary Mrs.B.Chandra, Chennai confirming compliance certificate
with the conditions of corporate governance as stipulated under clause 49 of the listing agreement forms part of
the Annual Report.
18.
COMPLIANCE OFFICER
N.Rajeeva Prakash
Company Secretary,
Henkel India Limited
‘TPL House’, No.3 Cenotaph Road,
Teynampet, Chennai 600 018
Phone :044 – 24330089
Email ID : rajeeva.n.prakash@henkel.com
29
19.
ADDRESS FOR COMMUNICATION - REGISTRARS AND SHARE TRANSFER AGENTS
M/s. Cameo Corporate Services Limited
Unit – Henkel India
Fifth Floor, Subramaniam Building,
No.1, Club House Road,
Chennai - 600 002.
Tel: (044) – 28460390 (5 lines)
Fax: (044) - 28460129
Email: investor@cameoindia.com
20.
COMPANY SECRETARY’S RESPONSIBILITY STATEMENT
The Company Secretary confirms that the Company has
1.
Maintained all books of accounts and statutory registers
2.
Filed all forms and returns and furnished all necessary particulars to the Registrar of Companies, and / or
authorities as prescribed under the Companies Act, 1956
3.
Issued all Notices required to be given for Board Meetings and General Meetings within the time limit
prescribed by the Act.
4.
Conducted the Board Meetings and Annual General Meetings as per the Companies Act, 1956.
5.
Effected Share Transfers and dispatched the certificates within the time limit prescribed by various
authorities.
6.
Not exceeded the borrowing powers
The Company has also complied with the regulations prescribed by the Stock Exchanges, SEBI and other
Statutory Authorities and also the Statutory requirements under the Companies Act, 1956 and other applicable
statutes in force.
Place
Dated
: Chennai
: 4th June’10
N.Rajeeva Prakash
Company Secretary
30
21.
PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE
To: The Shareholders of Henkel India Ltd
We have examined the compliance of conditions of corporate governance by Henkel India Ltd, for the year
ended on 31st December, 2009 as stipulated in clause-49 of the Listing Agreement of the Company with Stock
Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
has been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the
compliance with the conditions of Corporate Governance as stipulated in the said clause. 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 and the representations
made by the Directors and the Management, I certify that the Company has complied in all material respects with
the conditions of Corporate Governance as stipulated in clause-49 of the above-mentioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding one month against the Company as per
the records maintained by the Shareholder Grievance Committee.
We further state that such compliance is neither an 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.
Place
Dated
: Chennai
: 4th June 2010 CHANDRA.B
PRACTISING COMPANY SECRETARY
22.
CONFIRMATION ON CODE OF CONDUCT
To The Shareholders of Henkel India Ltd.
Pursuant to Clause 49 (1) (D) (ii) of the listing agreement with the Stock Exchanges, I hereby confirm that for the
financial year ended 31st December 2009, all the Members of the Board of Directors and the Senior Management
Personnel have affirmed compliance with the Code of Conduct of the Company.
Place
Dated
: Chennai
: 4th June 2010
Jayant K Singh
Managing Director
31
23.
MD & CFO CERTIFICATION TO THE BOARD, PURSUANT TO CLAUSE-49 OF THE LISTING AGREEMENT
REGARDING CORPORATE GOVERNANCE COMPLIANCE
Mr.Jayant K Singh, Managing Director and Mr.Domenico Mammola, Chief Financial Officer of the Company have
certified to the Board that:
1)
review of financial statements and the cash flow statement for the year ended 31/12/09 had been done and
that to the best of their knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii)
these statements together present a true and fair view of the company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
2)
to the best of their knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company’s code of conduct.
3)
they accept responsibility for establishing and maintaining internal controls for financial reporting and that
they have evaluated the effectiveness of internal control systems of the company pertaining to financial
reporting and there are no deficiencies in the design or operation of internal control.
4)
they have indicated to the Auditors and the Audit Committee, that there are no
(i)
significant changes in internal control during the year
(ii)
significant changes in accounting policies during the year
(iii)
instances of significant fraud of which they become aware of or the involvement therein, if any, by the
management or an employee having a significant role in the company’s internal control system. Place
Dated
: Chennai
: 4th June 2010
Domenico Mammola
Chief Financial Officer
32
Jayant K Singh
Managing Director
AUDITOR’S REPORT TO THE MEMBERS OF HENKEL INDIA LIMITED
We have audited the attached Balance Sheet of Henkel
India Ltd. as at 31st December 2009, the Profit and Loss
Account and also the Cash Flow Statement for the year
ended on that date annexed thereto. These financial
statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with auditing
standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles
used and significant estimates made by the management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
As required by the Companies (Auditor’s Report) Order,
2003, issued by the Department of Company Affairs in
terms of sub–section 4(A) of section 227 of the Companies
Act, 1956, we enclose in the Annexure, a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to
above, we report that:
i)
We have obtained all the information and
explanations, which to the best of our knowledge
and belief were necessary for the purpose of the
audit;
ii)
In our opinion, proper books of account have been
kept as required by law so far as appears from our
examination of those books;
iii)
The Balance Sheet, Profit and Loss Account and
Cash Flow Statement dealt with by this report are in
agreement with the books of account;
iv)
In our opinion, the Balance Sheet, Profit and Loss
Account and cash flow statement dealt with by
this report comply with the accounting standards
referred to in sub–section (3C) of section 211 of the
Companies Act, 1956 to the extent applicable.
v)
On the basis of written representations received
from the Directors, as on 31st December 2009 and
taken on record by the Board of Directors, we report
that none of the Directors is disqualified as on 31st
December 2009 from being appointed as a Director
in terms of Section 274 (1)(g) of the Companies Act,
1956.
vi)
In our opinion and to the best of our information and
according to the explanations given to us, the said
accounts together with the notes thereon, give the
information required by the Companies Act, 1956
in the manner so required, and give a true and fair
view in conformity with the accounting principles
generally accepted in India
a)
in the case of Balance Sheet, the State of
Affairs of the Company as at 31st December,
2009,
b)
in the case of Profit and Loss Account, of the
Profit for the year ended on that date and
c)
in the case of Cash Flow Statement of the
cash flows for the year ended on that date.
For CNGSN & ASSOCIATES
C.N. GANGADARAN
Partner
Membership No. 11205
Place : Chennai
Dated : 25th March 2010
33
ANNEXURE TO THE AUDITORS’ REPORT
Annexure referred to in paragraph 3 of the report of even
date of the Auditor’s to the Members of Henkel India
Limited on the accounts for the year ended 31st December
2009.
i)
ii)
v)
a)
In respect of the fixed Assets:
a)
The Company is maintaining proper records,
showing full particulars including quantitative
details and situation of fixed assets.
b)
The Company has a programme of physical
verification of fixed assets, which in our
opinion is reasonable having regard to the
size of the Company and the nature of its
business.
c)
None of the fixed assets have been revalued
during the year.
d)
No substantial part of the fixed assets have
been disposed off during the year.
b)
b)
The Company has not accepted any Fixed Deposits
from the public during the year and therefore, the
question of compliance with the directives issued
by the Reserve Bank of India and the provisions
of section 58A and 58AA or any other relevant
provisions of the Companies Act,1956 and the rules
framed there under does not arise.
vii)
In our opinion, the Company has an adequate
Internal Audit System commensurate with its size
and nature of its business.
viii)
Cost Auditor has been appointed for the Financial
Year 2009 and cost audit is in progress. Necessary
cost records are maintained by the Company.
c)
Physical verification of inventory was
conducted at reasonable intervals by the
management during the year.
In our opinion, procedures for physical
verification of inventory followed by the
management are reasonable and adequate
in relation to the size of the Company and
nature of its business.
The Company is maintaining proper records
of inventory and the discrepancies noticed
on verification were not material.
iii)
The Company has neither taken nor given loans,
secured or unsecured from/to Companies, firm or
other parties listed in the Register maintained under
Section 301 of the Companies Act, 1956.
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 with
regards to purchase of inventories and fixed assets
and for the sale of goods. During the course of audit
no continuing failure to correct major weaknesses
in internal control system was observed.
ix)
34
In our opinion and according to the information
and explanation given to us, transactions
exceeding Rs. 5 lakhs in respect of each
party which have been made in pursuance
of contracts or arrangements entered in the
Register maintained under Section 301 of
the Companies Act,1956 have been made at
prices which are reasonable, having regard
to the prevailing market prices at the relevant
time.
vi)
In respect of its inventory:
a)
According to the information and explanation
given to us, we are of the opinion that the
particulars of contracts or arrangements
that need to be entered into a Register in
pursuance of Section 301 of the Companies
Act, 1956 have been duly entered.
a)
According to the records of the Company,
undisputed
statutory
dues
including
Provident fund, Employees State Insurance
Fund, Income–tax, Wealth tax, Service
tax, Sales tax, Customs duty, Excise duty,
Cess and other statutory dues have been
deposited regularly during the year with the
appropriate authorities. According to the
information and explanation given to us,
there are no undisputed amounts payable
which are outstanding as on 31st December
2009 for a period of more than six months
from the date they became payable.
b)
The following amounts have not been
deposited with respective authorities
because of disputes.
Amount
(Rs.)
Forum where
pending
Statute
Year
Income
Tax
1990–2000
to 2001–
2002
32,82,050
Commissioner
(Appeal)
Central
Excise
Karaikal
1996-1997
to 20022003
15,52,086
CESTAT
Ambattur
2003-2004
to 20052006
51,63,095
CESTAT
Central
Excise
Total
Sales Tax
Grand
Total
x)
18,47,888
The Company is not a chit fund or a Nidhi mutual
benefit fund/society.
xiv)
The Company is not dealing in or trading in Shares,
Securities, Debentures and other instruments.
xv)
According to the information and explanation given
to us, the Company has not given any Corporate
Guarantee during the year.
xvi)
The Company has not received any Long Term
Loan during the year and therefore the question
of application for the purpose for which they were
obtained does not arise.
xvii) According to the information and explanations
given to us by the management, the funds raised
on short term basis have not been used for long
term investment.
67,15,181
2000–2001
to 2002–
2003
xiii)
xviii) During the year the Company has not made any
preferential allotment to parties and companies
covered in the register maintained under Section
301 of the Companies Act, 1956.
CTO
1,18,45,119
At the end of the financial year, the accumulated
loss of the Company is less than 50% of its net
Worth. The Company has not incurred cash loss
during the financial year and in the immediately
preceding financial year.
xi)
The Company has not defaulted in repayment of
dues to Banks during the year.
xii)
No loans or advances have been granted by the
Company against pledge of Shares and Debentures
and other securities.
xix)
The Company has not issued any debentures during
the year and therefore the question of creation of
security or charge does not arise.
xx)
During the year, the Company has not raised any
money by way of public issue and the question of
disclosing the end use of money by the management
does not arise.
xxi)
According to the informations and explanations
given to us, no fraud on or by the Company was
noticed or reported during the course of our audit
C.N. GANGADARAN
Partner
Place : Chennai
35
BALANCE SHEET AS AT 31ST DECEMBER 2009
As at
31st Dec 2009
Rs. Lakhs
Schedule
As at
31st Dec 2008
Rs. Lakhs
SOURCES OF FUNDS
Shareholders' funds
Share capital
1
18,446.45
Reserves and surplus
2
2,693.33
Secured loans
3
–
Unsecured loans
4
18,446.45
21,139.78
4,159.20
22,605.65
Loan funds
19,935.03
Deferred Tax Liability
14.58
19,935.03
31,349.12
31,363.70
2,126.02
3,322.95
43,200.83
57,292.30
APPLICATION OF FUNDS
Fixed assets
5
Gross block
Accumulated depreciation
Net block
31,313.37
3,662.66
3,938.07
26,279.02
27,375.30
12.91
Capital work-in-progress
Investments
29,941.68
26,291.93
6
Deferred tax assets
17.91
27,393.21
2.30
2.30
2,126.02
3,322.95
Current assets, loans and advances
Inventories
7
5,349.83
5,579.79
Sundry debtors
8
16,873.37
24,974.88
Cash and bank balances
9
58.02
23.20
Loans and advances
10
3,420.60
4,200.38
25,701.82
34,778.25
Current liabilities and provisions
11
10,477.87
7,797.87
Current liabilities
Provisions
Net current assets
443.37
406.54
10,921.24
8,204.41
14,780.58
26,573.84
43,200.83
57,292.30
The schedules from 1 to 11, notes on accounts in schedule 18 and cash flow form an integral part of the balance sheet
As per our Report of even date
For M/s. CNGSN & Associates
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
36
N. RAJEEVA PRAKASH
COMPANY SECRETARY
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER 2009
Year ended
31st Dec 2009
Rs. Lakhs
Year ended
31st Dec 2008
Rs. Lakhs
Sales
50,945.71
50,856.37
Less : Excise Duty
(2,600.51)
(4,218.19)
1,016.89
261.16
49,362.09
46,899.34
Schedule
INCOME
12
Other income
EXPENDITURE
(Increase)/Decrease in Stocks
13
(36.60)
(627.02)
Raw Materials Consumed
14
17,343.66
17,315.09
14,507.39
14,964.20
Purchase of Finished and
Trading Goods
Personnel costs
15
1,091.07
1,057.85
Interest
16
1,928.53
3,153.37
624.92
684.72
11,814.58
9,907.66
47,273.55
46,455.87
Profit/(Loss) before Tax & Extraordinary Items
2,088.54
443.47
Restructuring Expenses
3,348.79
24.17
(1,260.25)
419.30
Depreciation
17
Other expenses
Profit/(Loss) beforeTax & after Extraordinary Items
–
Provision for tax (Minimum Alternate Tax)
47.51
Profit/(loss) after tax
(1,260.25)
371.79
Balance Profit / (Loss) carried to Balance Sheet
(1,260.25)
371.79
(1.08)
0.32
Basic and diluted earnings per share of face value of Rs 10
18
NOTES ON ACCOUNT
The schedules from 12 to 18 form part of the profit and loss account.
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
37
N. RAJEEVA PRAKASH
COMPANY SECRETARY
SCHEDULE 1
As at
31.12.2009
Rs. Lakhs
As at
31.12.2008
Rs. Lakhs
17,200.00
17,200.00
6,800.00
6,800.00
24,000.00
24,000.00
11,646.45
11,646.45
28,000,000 9% redeemable Non- cumulative
preference shares of Rs 10 each,
2,800.00
2,800.00
40,000,000 4% redeemable - cumulative
4,000.00
4,000.00
18,446.45
18,446.45
SHARE CAPITAL
AUTHORISED
172,000,000 equity shares of Rs 10 each
68,000,000 redeemable Non- cumulative/ cumulative
preference shares of Rs 10 each
ISSUED, SUBSCRIBED AND PAID-UP
116,464,471 equity shares of
Rs 10 each.(refer note 3 below)
Notes
1. Paid up Equity Shares Capital includes Rs.11639 lakhs share capital allotted to the shareholders of Henkel
SPIC India Ltd. (Transferor Company) consequent to the Merger. Preference Shares Capital of Rs.6800 lakhs
also represents the share capital allotted to the shareholder of Henkel SPIC India Ltd. (Transferror Company)
consequent to the Merger. 2.
Out of the total shares issued by Henkel SPIC India Limited during 1999 on Rights basis, 10,200 shares have
been kept in abeyance pending settlement of disputes on title. Henkel India Limited shares will be issued to these
shareholders on settlement of disputes.
3.
Out of the total Paid up Equity Shares Capital of Rs.11646.45 lakhs. Henkel AG&Co KGaA, Germany is holding
Rs.5936.02 lakhs (Previous Year 5936.02 lakhs) 4.
Paid up Preference Share Capital represents Rs.2800 lakhs - 9% Redeemable Non-cumulative preference shares;
and Rs 4000 lakhs - 4% Redeemable cumulative preference shares which were issued to one of the Promoters (of
Transferor company) on Private Placement basis by way of conversion of unsecured loan. 9% Preference Share
are redeemable at the end of 20 years from 1999, being the year of allotment thereof or earlier if the Board of
Directors so determine and 4% Preference Shares are redeemable at the end of 10 years from 2002, being the
year of allotment thereof or earlier if the Board of Directors so determine.
38
SCHEDULE 2
RESERVES AND SURPLUS
Capital reserve
General reserve
Preference Share Redemption Reserve
As at
31.12.2009
Rs. Lakhs
As at
31.12.2008
Rs. Lakhs
843.19
843.19
1,047.38
1,047.38
10.95
10.95
REVALUATION RESERVE
Balance brought forward
301.34
Transfer to profit and loss account
205.62
Share premium account
301.34
95.72
–
0.29
301.34
0.29
Profit & Loss Account
1,956.05
(1,260.25)
Transfer from profit and loss account
1,584.26
695.80
2,693.33
SECURED LOANS 371.79
1,956.05
4,159.20
SCHEDULE 3
From banks [see note]
Short term loan
–
14.58
–
14.58
Note: Bank loans are secured by hypothecation and first charge pari-passu on stocks, book debts and movable assets
of the Company and by creation of an equitable mortgage on certain immovable assets.
UNSECURED LOANS
SCHEDULE 4
Loan from banks
39
19,935.03
31,349.12
19,935.03
31,349.12
40
173.16
912.77
176.53
Furniture and Fixtures
Office equipment
Vehicles
31,331.28
31,273.30
Previous year's Total
17.91
Total
Capital Work in progress
31,313.37
9,125.30
Plant and Machinery
Total
1,617.62
0.01
1,363.84
17,944.13
As at
01.01.2009
Buildings
Leasehold Land
Freehold Land
Goodwill
ASSETS
FIXED ASSETS
517.66
288.39
34.20
254.19
78.07
110.95
29.29
26.61
9.27
–
–
–
459.67
1,665.08
39.19
1,625.88
38.63
14.21
23.62
796.15
546.69
0.01
206.57
–
Additions Sales/ adj
GROSS BLOCK
31,331.28
29,954.59
12.91
29,941.68
215.97
1,009.51
178.83
8,355.77
1,080.20
–
1,157.27
17,944.13
As at
31.12.2009
3,390.72
3,938.07
–
3,938.07
47.25
442.54
96.36
2,568.70
559.21
0.01
–
224.00
As at
01.01.2009
684.72
624.92
–
624.92
20.98
123.28
8.01
439.62
33.03
–
–
–
137.37
900.33
–
900.33
13.18
11.55
20.72
481.16
373.71
0.01
–
–
3,938.07
3,662.66
–
3,662.66
55.05
554.27
83.65
2,527.16
218.53
–
–
224.00
27,393.21
26,291.93
12.91
26,279.02
160.92
455.24
95.18
5,828.61
861.67
–
1,157.27
17,720.13
27,393.21
17.91
27,375.30
129.28
470.23
76.80
6,556.61
1,058.41
–
1,363.84
17,720.13
As at
31.12.2008
NET BLOCK
For the
As at
As at
Sales/ adj
Period
31.12.2009 31.12.2009
DEPRECIATION
-
Rs. Lakhs
SCHEDULE 5
INVESTMENTS (Other than trade)
SCHEDULE 6
As at
31.12.2009
Rs. Lakhs
As at
31.12.2008
Rs. Lakhs
Conversion Loan , 1946*
0.01
0.01
National savings certificates
0.30
0.30
Number
of equity
shares / unit
Face value
per share / unit
Rs.
QUOTED - LONG TERM (AT COST)
In Government securities
3% Government of India
Unquoted (at cost)
In shares (fully paid) - (Unquoted)
Henkel SPIC Employees Co-operative
2,000
100
2.00
2.00
825,550
10
421.03
421.03
5
1,000
0.05
0.05
2
500
0.01
0.01
1
100
0.00
0.00
423.40
423.40
0.31
0.31
Aggregate book value of unquoted investments
423.09
423.09
Total of Quoted & Unquoted Investments
423.40
423.40
Less: Provision for Investment *
421.10
421.10
Total of Investment
2.30
2.30
Aggregate market value of quoted investments
0.30
0.30
Thrift and Credit Society Limited
Henkel Marketing India Limited
Equity Shares @Rs.51 each *
Capexil (Agencies) Ltd*
Madras Industrial Co-operative Analytical
Laboratory Limited*
Ambattur Industrial Estate Manufacturers Service
Industrial Co-operative Society Limited
Aggregate book value of quoted investments
* Refer Note No. 5 on Schedule 18
41
CURRENT ASSETS, LOANS & ADVANCES
SCHEDULE 7
INVENTORIES
Raw materials
Work-in-progress
Finished goods
Stores and spare parts
As at
31.12.2009
Rs. Lakhs
As at
31.12.2008
Rs. Lakhs
2,291.93
2,541.75
55.40
146.49
2,899.57
2,771.88
102.93
119.67
5,349.83
5,579.79
SUNDRY DEBTORS (Unsecured)
SCHEDULE 8
Debts outstanding for a period exceeding six months:
– considered good
– considered doubtful
Others debts - considered good
Less: Provision for doubtful debts
–
106.27
207.73
204.66
16,873.37
24,868.61
17,081.10
25,179.54
207.73
204.66
16,873.37
24,974.88
CASH AND BANK BALANCES
SCHEDULE 9
0.55
0.76
– Current Account
28.01
8.36
– Cumulative Fixed Deposits
29.46
14.08
58.02
23.20
Cash in hand
Balances with scheduled banks
42
SCHEDULE 10
As at
31.12.2009
Rs. Lakhs
As at
31.12.2008
Rs. Lakhs
10.61
22.22
2,463.58
2,785.42
Balances with excise and other Government authorities
207.35
727.88
Deposits with Government authorities against pending appeals
396.14
362.71
Other deposits
342.92
302.15
3,420.60
4,200.38
LOANS AND ADVANCES
(Unsecured, considered good, unless otherwise stated)
Loans to employees
Advances recoverable in cash or in kind or for value to be received
CURRENT LIABILITIES AND PROVISIONS
SCHEDULE 11
Current liabilities
Sundry creditors for materials
5,765.02
5,974.27
Sundry creditors for expenses
4,295.79
1,643.47
417.06
180.13
10,477.87
7,797.87
443.37
359.03
–
47.51
443.37
406.54
Other liabilities
Provisions
Leave encashment
Income tax
43
SCHEDULE 12
Year Ended
31.12.2009
Rs. Lakhs
Year Ended
31.12.2008
Rs. Lakhs
Interest income (Gross)
–
0.12
Provision no longer required written back
–
102.65
198.07
158.39
–
–
818.82
–
1,016.89
261.16
OTHER INCOME
Miscellaneous income
Exchange gain
Profit on sale of fixed assets
(INCREASE) / DECREASE IN STOCKS
SCHEDULE 13
Closing stock
Finished goods
Work-in-progress
2,899.57
2,771.88
55.40
146.49
2,954.97
2,918.37
2,771.88
2,158.34
146.49
133.01
2,918.37
2,291.35
(36.60)
(627.02)
Opening stock
Finished goods
Work-in-progress
44
SCHEDULE 14
Year Ended
31.12.2009
Rs. Lakhs
RAW MATERIALS CONSUMED
Opening stock
Add: Purchases
Less: Closing stock
Year Ended
31.12.2008
Rs. Lakhs
2,541.75
1,833.83
17,093.84
18,023.01
19,635.59
19,856.84
2,291.93
2,541.75
17,343.66
17,315.09
PERSONNEL COSTS
SCHEDULE 15
Salaries, wages and bonus
Contributions to provident and other funds
Gratuity
Employee's welfare expenses
927.47
862.48
71.23
62.89
8.15
66.37
84.22
66.10
1,091.07
1,057.85
INTEREST
SCHEDULE 16
On others
45
1,928.53
3,153.37
1,928.53
3,153.37
SCHEDULE 17
Year Ended
31.12.2009
Rs. Lakhs
Year Ended
31.12.2008
Rs. Lakhs
Power and fuel
501.27
499.30
Processing charges
353.87
343.86
27.10
19.48
247.16
175.92
47.90
44.33
180.62
138.79
Rates and taxes
23.05
10.12
Insurance
38.19
37.82
142.97
82.73
Freight, handling and forwarding charges
2,138.36
2,044.88
Marketing expenses
6,280.41
4,665.06
3.06
41.65
Sales tax, octroi and turnover tax
181.50
73.00
Travelling and conveyance
200.54
112.49
3.01
1.87
87.27
99.71
5.30
13.64
–
9.55
1.35
190.35
Royalty
686.11
819.97
Miscellaneous expenses
665.54
483.14
11,814.58
9,907.66
OTHER EXPENSES
Repairs and maintenance
– buildings
– plant and machinery
– others
Rent
Consumption of stores and spare parts
Provision for Bad debts, advances and deposits
Directors' fees
Postage and telephone
Legal expenses
Loss on fixed assets sold/discarded
Exchange loss (net)
46
NOTES ON ACCOUNTS
SCHEDULE 18
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2009
1
SIGNIFICANT ACCOUNTING POLICIES
(I)
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements are prepared on accrual basis under the historical cost convention, except for certain
fixed assets which have been revalued as stated in note (IV) below, in accordance with Generally Accepted
Accounting principles and applicable accounting standards issued by the Institute of Chartered Accountants of
India and the provisions of the Companies Act, 1956
(II)
USE OF ESTIMATES
The preparation of the financial statements in conformity with the generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The estimates and the assumptions used in the accompanying
financial statements are based upon management evaluation of the relevant facts and circumstances as of the
date of the financial statements. Actual results may differ from the estimates used in preparing the accompanying
financial satements.
(III)
REVENUE RECOGNITION
(a)
Revenue from sale of goods is recognised upon passage of title of goods to the customers.
(b)
The cost of company's products given free as incentive with the sales of various other products, is borne by the
company and thus not included in sales.
(IV) FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation. Cost of acquisition is inclusive
of inward freight, duties and taxes and incidental expenses related to acquisition. In case of projects involving
construction, related pre operational expenses form part of value of fixed asset capitalised Expenses capitalised
also include applicable borrowing costs and adjustments arising from foreign exchange rate variations relating to
borrowings attributable to the fixed assets. Fixed assets acquired on the merger of Henkel SPIC India Limited into
the Company during 2004 have been taken into the books at fair value as per the scheme of amalgamation, as
approved by the Hon 'ble High Court of Madras. In case of revaluation of Fixed Assets, the original cost as written
up to the extent certified by the valuer is considered in the accounts and the differential amount is transferred to
Revaluation Reserve.
(V)
DEPRECIATION (a)
Depreciation is provided on Straight Line Method and at the rates and in the manner specified in the Schedule XIV
of the Companies Act, 1956.
47
SCHEDULE 18 (Contd.)
(b)
Depreciation on revalued assets is provided at the rates specified in Schedule XIV to the Companies Act, 1956.
An amount equivalent to the additional depreciation attributable to revalued assets is transferred from Revaluation
Reserve to the credit of the Profit and Loss Account.
(c)
Leasehold Lands are amortised over the lives of the respective lease agreements.
(d)
Depreciation on fixed assets added / disposed of during the year, is provided on a prorata basis with reference to
the date of addition / disposal.
(VI) BORROWING COSTS Borrowing costs relating to the acquisition / construction of qualifying assets are capitalised until the time all
substantial activities necessary to prepare the qualifying assets for their intended use are complete.
A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.
All other borrowing costs are charged to revenue.
(VII) LEASE RENTALS
Lease Rental in respect of leased asset are charged to Profit and Loss account
(VIII) INVENTORIES
(a)
Raw materials are valued at weighted average cost. (b)
Work-in-progress and finished goods are valued at the lower of cost and net realisable value. Cost includes
material cost determined on the weighted average basis and also includes an appropriate portion of allocable
overheads
(c) Excise duty on goods produced is included in the value of finished goods inventory.
(IX) INVESTMENTS
(a)
Long term investments are valued at their acquisition cost. A provision for diminution is made to recognise a
decline, other than temporary, in the value of long term investments.
(X)
FOREIGN CURRENCY TRANSACTIONS
(a)
Foreign currency transactions are recorded on the basis of exchange rates prevailing on the date of the
transactions.
(b)
Current assets and current liabilities in foreign currency outstanding at the balance sheet date are translated at the
exchange rates prevailing on that date and the net gain or loss is recognised in the profit and loss account. (c)
Foreign currency translation differences relating to liabilities incurred for acquiring fixed assets are adjusted in the
carrying cost of the related fixed assets. All other foreign currency gains and losses are recognised in the profit
and loss account.
(d)
The cost of forward exchange contracts is amortised over the period of the contracts.
48
(XI) RESEARCH AND DEVELOPMENT Research and development expenditure of a revenue nature is charged to the Profit and Loss Account in the year
of incurrence, while expenditure of a capital nature is capitalised as fixed assets in the year of incurrence
(XII) RETIREMENT BENEFITS
(a)
The provision for cost in respect of Leave encashment is provided for based on actuarial valuation at the year
end.
(b)
Contributions to provident funds is made monthly to the provident fund trust and are charged to the profit and loss
account
(c)
Contributions on account of gratuity under Group Gratuity Scheme of the Life Insurance Corporation of India are
charged to the profit and loss account on actuarial basis.
(XIII) TAXATION
Income-tax expense comprises of current tax and deferred tax charge or release. Provision for current income
tax is based on the assessable profits computed in accordance with the provisions of the Income Tax Act, 1961
Deferred tax is recognised, subject to consideration of prudence, on timing differences, being difference between
taxable and accounting income / expenditure that originate in one period and are capable of reversal in one or
more subsequentperiods. Deferred tax assets are not recognised unless there is 'virtual certainty' that sufficient
future taxable income will be available against which such deferred tax assets will be realised.
(XIV) IMPAIRMENT OF ASSETS
The Company has a policy of assessing the impairment of intangible assets every year in accordance with "AS 28
Impairment of Assets", issued by the Institute of Chartered Accountants of India. This is done through comparing
its carrying amount as per books of account with its recoverable value.
(XV) IDENTIFICATION OF SEGMENTS Based on the Company's internal organisation and management structure:
(a)
Business segments are the primary segments. The Company's business is organised and managed according to
the nature of the products. Each business segment is engaged in providing products carrying risks and returns
that are different from that carried by other products.
(b)
Geographic segments are secondary segments. Geographic segments are based on the location of the customer
and are distinguished between domestic and export.
(c)
Allocation of common costs
Common allocable costs are allocated to each segment on a case to case basis applying an appropriate ratio for
each item of revenue and expense. Items of revenue and expense which relate to the enterprise as a whole and
are not allocable to segments on a reasonable basis have been disclosed separately.
49
The accounting policies adopted for segment reporting are in line with those of the Company.
2
Contingent liabilities
Rs.Lacs
2009
2008
(a)
Sales tax matters
18.48
18.48
(b)
Excise duty matters
67.15
67.15
(c)
Counter guarantees to a bank in respect of guarntees to:
Sales Tax/Central Excise authorities
0.48
3.85
68.13
90.10
32.82
32.82
1.49
1.49
–
–
20.18
120.64
Others
(d)
Income tax demands against which the Company has preferred appeal before
appropriate authorities
(e)
Claims filed by an ex-employee of the Company pending in a court of law
(f)
Export Bills Discounted
(g)
Letter of credit outstanding
3
Henkel India Ltd, had received several show cause notices from the Commissioner of Central Excise, Kolkata and
Chennai, seeking to know why demands for Rs. 240.29 Lacs and Rs 386.60 Lacs respectively could not be raised
on the Company on account of differential central excise duty alleged to have been short paid / not paid during
the period 1st June 1991 to 31st March 1995 for Kolkata factory and 1st June 1991 to 30th April 1998 for Chennai
factory. Replies to all the above show cause notices were filed by the Company and personal hearings have also
been completed both at Kolkata and Chennai. The Central Excise Authorities had confirmed the demand of Rs
402.60 Lacs (including penalty Rs 16 Lacs) for the period upto 30 April 1998 for Chennai factory and Rs 260.29
Lacs (including penalty Rs 20 Lac) for the period upto 31 March 1995 for Kolkata factory. The Company had
preferred appeals to the appropriate authorities against the above demands and in both the cases, the appellant
authority has set aside the demands for a de-novo consideration of the issue. In view of the above, the Company
contends that the above demands are not sustainable and accordingly no provision thereof has been considered
in these accounts.
4
Sundry Creditors includes Rs.64.50 Lacs due to small scale and ancillary undertakings to the extent such parties
have been identified from the available documents / information. The names of small scale units to whom amount
is due for more than 45 days are M/s Bismee Polymers Pvt Ltd, Chidambaram Polybags, Prakash Flexibles
Pvt Ltd., Sakthi Traders, Coastal Packers (P) Ltd, Hobby Screens, Ajanta Packaging, Alpha Packaging, SM
Associates Sadhhvi Gramodyog, Sree Kaleeswara Inds, Sri Venkateswara Minerals, Tamilnadu Minerls, Shree
Vikash Packaging, Maheswari Salt Trading Co and Southeren Packaging Industries.
5
In view of accumulated carry forward loss, the net-worth of Henkel Marketing India Limited has been eroded and
necessary provision has been made in the accounts in the earlier years impacting the “investments” made in
Henkel Marketing India Limited.
50
6
As a matter of prudence, the company has recognised Deferred Tax Asset of Rs.2126.02 Lacs to the extent of the
Deferred Tax Liabity, resulting in zero net deferred tax assets.
The break-up of deferred tax assets as at 31st December, 2009 is as follows :
Rs.Lacs
2009
2008
25.56
3.24
10,478.66
9,842.12
10,504.22
9,845.36
2,126.02
3,322.95
2,126.02
3,322.95
8,378.20
6,522.41
A. Deferred tax assets
Expenses allowable against taxable income in future years
Carry forward business loss and depreciation
B. Deferred tax liabilities
Timing difference in depreciable assets
7
Net deferred tax assets (A - B)
Related party disclosures : a)
Names of the related parties
Subsidiary company
Promoters
:
Henkel AG&Co KGaA, Germany
Key Management Personnel
Mr Jayant K Singh (Managing Director) :
:
Henkel Marketing India Limited.
51
b)
Aggregate related party disclosures for the year ended 31st December 2009
Subsidiary
Henkel Marketing
India Limited
Purchase of goods
Sale of goods
Promoter
Tamilnadu
Petroproducts
Limited
Henkel
AG&Co KGaA
Key Management
Personnel
Mr Jayant K Singh*
(Managing Director)
–
1,640.41
1,121.70
–
–
(176.15)
(1,426.65)
–
34,998.95
–
–
–
(39,335.55)
–
–
–
–
–
779.64
–
–
–
(1,432.58)
–
–
Royalty payable
Rent paid
Services
Debtors as at 31st December'09
Rs.Lakhs
–
150.91
–
–
(100.56)
–
–
41.30
841.58
–
–
(38.09)
(872.76)
–
–
3,773.23
–
–
(580.75)
–
13,741.72
(24,225.58)
Loans and Advances as at 31st December'09
2,000.00
(2,000.00)
Creditors as at 31st December'09
–
Remuneration
–
–
–
94.64
(57.05)
Note: Figures in brackets represents previous year.
* Mr A Satish Kumar till 31.03.2009 and Mr Jayant K Singh from 01.04.2009
c)
Directors' sitting fees aggregating to Rs.3.01 lacs for the year ended 31st December 2009 have been paid.
Rs. Lakhs
8
Managing Directors' Remuneration
2009
2008
Salaries
35.85
22.80
-
5.29
Contribution to Provident Fund & Anuuity Fund
22.59
6.16
Perquisites and other benefits
36.20
22.80
94.64
57.05
Commission
Note :Provisions for contribution to employee retirement / post retirement and other employee benefits which are based
on actuarial valuations done on an overall company basis are excluded above.
52
Computation of net profits in accordance with Section 198 of the Companies Act, 1956 and the
commission payable to Directors
Rs. Lakhs
2009
2008
(1,260.25)
371.79
94.64
57.05
Directors' Fees
3.01
1.87
Provision / (write back) for Doubtful Debts & Advances
3.06
41.65
Loss / (Profit) on Sale of Fixed Asset
(818.82)
9.55
Extra-ordinary items
2,948.79
–
Taxation for the year
–
47.51
970.43
529.42
9.70
5.29
(126,025,362)
37,178,492
–
–
(126,025,362)
37,178,492
116,464,471
116,464,471
(1.08)
0.32
Net Profit after taxation
Add:
Directors' Remuneration
Profit for the purpose of Directors' Commission
Commission to Managing Director @ 1 %
9
Basis for calculation of basic and diluted earning per share is as under:
Profit after taxation as per profit and loss account
Less: Proposed dividend on cumulative preference shares
Weighted average number of equity shares (refer note 2 on sch -1)
Basic earnings per share
53
10
As per Accounting Standard 15 (Revised 2005) "Employee Benefits" the disclosures of employee benefits as defined in the Accounting Standard
are given below:
Rs. Lakhs
2009
Employer's Contribution to Provident Fund
48.10
Employer's Contribution to Superannuation Fund
23.13
Reconciliation of opening and closing balances of defined benefit plan:
Defined Benefit obligation as on 01.01.2009
Current Service cost
Interest Cost
Actuarial (gain)/loss
Benefits paid
Reconciliation of opening and closing balances of fair value of plan assets:
Fair value of plan assets as on 01.01.2009
Expected returns on plan assets
Employer contribution
Benefits paid
Actual return of plan assets:
Actuarial (gain)/loss on plan assets
Actual return on plan assets
Reconciliation of fair value of assets and obligations:
Fair value of plan assets
Present value of obligation
Difference
Unrecognised transitional liability
Unrecognised past service cost non vested benefits
Amount recognised in Balance Sheet
Expenses recognised during the year:
Interest Cost
Transitional liability recognised in the year
Past service cost–non-vested benefits
Past service cost–vested benefits
Net Cost
Investment details as on 31.12.2009
GOI Securities
State Government Securities
High Quality Corporate Bonds
Funds with LIC
Bank Balance
Others
Total
Actuarial assumptions:
LIC 1994-96 Ultimate Table applied for service mortality rate
Discount rate p.a
Expected rate of return on plan assets p.a
Rate of escalation in salary p.a
54
Leave encashment
(Non-Funded)
Gratuity
(Funded)
359.03
18.93
28.72
48.40
(11.71)
443.37
144.18
21.16
11.27
(17.72)
(9.96)
148.93
–
–
–
11.71
(11.71)
–
128.32
12.25
(1.59)
25.60
(9.96)
154.61
–
–
–
12.25
(1.59)
10.66
–
443.37
443.37
–
–
443.37
154.61
148.93
5.68
–
–
5.68
18.93
28.72
–
48.40
–
–
–
96.05
21.16
11.27
(12.25)
(16.12)
–
–
–
4.06
–
–
–
–
–
–
–
100.00%
–
–
–
Yes
8.25%
–
5.00%
Yes
8.25%
9.00%
5.00%
11
INFORMATION ABOUT BUSINESS SEGMENTS
Detergents &
Cleansers
Body Care
SEGMENT
Others
2009
2008
2009
2008
10,951
10,507
30,371
29,866
7,023
(172)
–
994
–
(471)
–
2,086
–
Operating profit
–
–
–
Interest expenses
–
–
Income taxes
Profit after Tax & before
Extraordinary Items (unallocated)
Net profit
–
Revenue (net of Excise duty)
Segment results (Profit before
interest and Unallocated income)
Unallocated income (net)
2009
Rs. Lakhs
Total
2009
2008
6,265
48,345
46,638
(105)
–
232
–
(748)
1,017
3,312
261
–
–
–
269
3,573
–
–
–
–
1,929
3,153
–
–
–
–
–
–
48
–
–
–
–
–
–
–
372
–
–
–
–
–
–
(1,660)
372
11,959
18,652
32,758
39,169
7,279
4,353
51,996
62,174
–
–
–
–
2,126
3,323
2,126
3,323
11,959
18,652
32,758
39,169
9,405
7,676
54,122
65,497
2,512
2,133
6,880
5,251
1,529
820
10,921
8,204
–
–
–
–
22,061
34,687
22,061
34,687
2,512
2,133
6,880
5,251
23,590
35,507
32,982
42,891
–
83
65
222
223
213
288
518
–
78
473
470
152
137
625
685
10,724
227
10,334
173
29,768
603
29,448
418
6,991
32
5,758
507
47,483
862
45,540
1,098
11,959
–
18,652
–
32,758
–
39,169
–
9,360
45
7,634
42
54,077
45
65,455
42
–
–
83
–
65
–
222
–
223
–
213
–
288
–
518
–
2008
Other information
Segment assets
Unallocated corporate assets
Total Assets
Segment Liabilities
Unallocated Corporate Liabilities
Total Liabilities
Capital expenditure
Depreciation / Amortisation for the
year
Geographical segments :
Revenue (gross sales)
Domestic
Export
Segment assets
Domestic
Export
Capital expenditure
Domestic
Export
i) Business segment : The business segments have been identified on the basis of the products of the Company.
The Company has identified three different segments namely Body Care comprising of Soaps, Cosmetics, Hair
Oil, Deodorant, Toothpaste etc., Detergents & Cleansers and other products comprising of zeolites etc as the
operating segments. All the segments are engaged in manufacturing and selling products to customers.
ii)
Geographical segment : The Company primarily operates in the Indian market and therefore the analysis of
geographical segments is demarcated on the basis of domestic and export sales.
55
12
Information pursuant to provisions of Paragraphs 3 , 4C and 4D of Part II of Schedule VI of the Companies
Act , 1956
a)
Capacity and production
Tonnes per annum
2009
Class of goods
Licensed
capacity
2008
Installed
capacity
Licensed
capacity
Production
Installed
capacity
Production
7,840
7,200
4,861
7,840
7,200
6,477
Detergents
37,800
37,800
42,163
37,800
37,800
45,789
Cleansers
3,540
3,540
2,741
3,540
3,540
2,776
Cosmetic, toiletries, hair oil
–
–
–
–
–
42
Deodorant
–
–
–
–
–
–
Toothpaste
156
1,440
487
156
1,440
476
10,000
10,000
2,131
10,000
10,000
2,493
Soaps
Zeolite
Note: Licensed and installed capacities are as certified by management and have not been verified by the auditors as
this is a technical matter.
2009
b) Opening stock
Tonnes
2008
Value
Tonnes
Rs. Lakhs
Value
Rs. Lakhs
676
510.06
417
283.79
5,212
1,071.95
3,134
861.62
Cleansers
799
347.43
759
197.33
Cosmetics, toiletries,hair oil and perfumes
162
220.10
96
192.40
Deodorant
70
233.48
48
148.08
Toothpaste
41
38.36
40
44.19
350.50
-
430.93
Soaps
Detergents
Others
2,771.88
56
2,158.34
2009
Class of goods
Tonnes
2008
Value
Tonnes
Rs. Lakhs
c)
Rs. Lakhs
Purchase of trading goods
3,268
2,268.28
2,245
1,689.12
Detergents
21,184
9,154.85
26,077
7,057.51
Cleansers
9,288
1,504.67
8,850
1,414.73
221
280.94
380
1,113.68
Deodorants
402
1,249.56
353
1,134.76
Toothpaste
38
47.39
25
33.81
–
1.70
Soaps
Others
2,520.59
14,964.20
14,507.39
d)
Closing stock
637
488.34
676
510.06
Detergents
6,396
1198.43
5,212
1,071.95
Cleansers
1,091
470.74
799
347.43
99
135.62
162
220.10
Deodorant
85
284.13
70
233.48
Toothpaste
31
29.38
41
38.36
-
292.92
-
350.50
Soaps
Others
2899.57
e)
Value
2,771.88
Turnover (net of excise duty)
8,168
7,799.36
8,463
7,426.84
Detergents
62,162
25,200.00
69,788
25,203.61
Cleansers
11,737
5,170.92
11,586
4,662.56
283
563.67
356
840.93
Deodorant
387
1,887.60
331
1,618.58
Toothpaste
535
699.93
500
620.48
–
7,023.71
–
6,265.18
Soaps
Others
48,345.19
57
46,638.18
2009
Class of goods
Tonnes
2008
Value
Tonnes
Rs. Lakhs
f)
Value
Rs. Lakhs
Raw and packing materials consumed
i)
Raw materials
Oil neem
471
216
896
349.39
-
-
52
26.10
1,712
647.84
3,965
1,260.79
Oil coconut
Palm fatty acid distillate
Soda caustic
812
97
1,816
195.31
Coconut fatty acid distillate
458
379
814
658.61
Soap noodle
1,071
410
1,645
623.00
Acid slurry
7,287
5829.6
7,707
5,959.33
Soda ash
11,095
1,914.21
10,417
1,557.60
Other raw materials
(individual item does not exceed
10% of the total consumption)
5491.58
4,626.16
14,877.23
15,256.29
ii)
Packing materials*
Wrapper and stiffener
597.04
629.27
Carton
447.72
391.64
Dozen box
72.00
53.00
Tubes
105.50
77.00
Other packing materials
1136.17
907.89
(individual item does not exceed
10% of the total consumption)
2,358.43
2,058.80
17,343.66
17,315.09
*In view of the nature of trade and numerous inventory items it is not practicable to furnish quantitative details.
13
Payment to Auditors
Audit fees
9.00
8.50
Tax audit / certificates etc
1.00
0.75
Reimbursement of expenses
0.50
0.50
10.50
9.75
58
SCHEDULE
18 (Contd.)
14
Value of imports (CIF basis)
Raw materials
15
2009
2008
Rs. Lakhs
Rs. Lakhs
3,365.10
4,386.74
686.11
819.97
49.32
11.94
Expenditure in Foreign Currency
Royalty
Travelling
16 Value of imported and indigenous raw materials and packing materials consumed
2009
Rs. Lakhs
%
2008
Rs. Lakhs
%
2,170.82
16
3,399.81
20
11,607.51
84
13,915.28
80
13,778.33
100
17,315.09
100
–
–
2.90
4
142.97
100
79.83
96
142.97
100
82.73
100
Raw materials
Imported
Indigenous
Stores, spare parts, etc.
Imported
Indigenous
17 Earnings in foreign exchange
Export of goods on FOB basis Rs.861.61 lakhs (Rs.1098.26 Lakhs)
18 The basis and method of valuation of inventories, is as certified by the Management.
19 In view of carry forward Income Tax Loss no provision for Income Tax is required. Provision for Tax represent
Minimum Alternative Tax.(MAT).
20 Previous year's figures have been regrouped/restated wherever necessary to conform to this year's classification.
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
59
N. RAJEEVA PRAKASH
COMPANY SECRETARY
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I.
II.
Registration Details
Registration No.
U
2
4
1
2
9
T
N
2
0
Balance Sheet Date
3
1
.
1
2
.
2
0
0
9
0
0
3
P
L
C
0
5
State Code
1
6
1
8
2
6
Capital raised during the year (Rs. Lakhs)
Public Issue
N
I
L
Rights Issue
N
I
L
Bonus Issue
N
I
L
Private Placement
N
I
L
ACADEMIC GUIDANCE
III.
Position of mobilisation and deployment of Funds (Rs. Lakhs)
Total Liabilities
4
3
2
0
0
.
8
3
Total Assets
Source of Funds
Source of Fund
1
8
4
4
6
.
4
5
Reserves & Surplus
N
I
L
Unsecured Loans
(Paid-up Share Capital)
Secured Loans
2
1
2
6
.
0
2
4
1
3
2
0
0
.
8
3
2
6
9
3
.
3
3
9
9
3
5
.
0
3
2
.
3
0
N
I
L
Application of Funds
Net Fixed Assets
2
6
2
9
1
.
9
3
Investment
Net Current Assets
1
4
7
8
0
.
5
8
Misc. Expenditure
N
I
L
Deferred Tax Asset
.
0
9
Total Expenditure
Accumulated Losses
IV.
2
1
2
6
.
0
2
7
2
7
3
.
5
5
Performance of the Company (Rs. Lakhs)
Turn Over
4
+ –
9
3
6
2
Profit / Loss before Tax
N
3
I
+ –
L
Earnings Per Share in Rs.
–
1
.
0
3
4
Profit / Loss after Tax
1
2
6
0
.
2
5
I
L
Dividend Rate %
8
60
N
V.
Generic Names of three Principal Products / Services of the Company (as per Monetary Terms)
Item Code No. (ITC Code)
Product Description
D
E
T
E
R
G
E
N
T
Product Description
D
E
T
E
R
G
E
Product Description
T
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
O
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
61
I
L
E
3
4
2
9
0
P
O W D
E
R
3
4
1
2
0
N
T
B
A
R
3
4
0
1
1
1
S
O
A
P
T
0
0
N. RAJEEVA PRAKASH
COMPANY SECRETARY
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DEC 2009
Year ended
31st Dec 2009
Rs. Lakhs Year ended
31st Dec 2008
Rs. Lakhs
A. Cash Flow from operating activities
Net Profit before tax
2,088.54
443.47
624.92
684.72
(818.82)
9.55
3.06
41.65
–
(0.12)
1.35
190.35
Interest expenses
1,928.53
3,153.37
Operating Profit before Working Capital changes
5,465.22
4,522.99
8,878.22
(1,576.49)
229.96
(1,352.07)
2,716.83
(197.69)
17,290.23
1,396.74
–
–
17,290.23
1,396.74
3,348.79
24.17
Sales of Investments
–
–
Investment Provision
–
–
13,941.44
1,372.57
Purchase of fixed assets
(249.20)
(232.13)
Sale of fixed assets
1,338.77
27.24
–
0.12
13,393.37
(204.77)
Adjustments for :
Depreciation
Profit/Loss on fixed assets sold / discarded
Provision for bad debts
Interest income
Unrealised foreign exchange (gain)/loss
Adjustments for :
(increase) / Decrease in trade and other receivables
Decrease / (Increase) in inventories
(Decrease)/increase in payables
Cash generated from operations
Direct tax (paid) / refunded
Cash Flow before extraordinary items
Extraordinary items :
Net cash from operating activities
B. Cash flow from investing activities
Interest received
Net Cash from investing activities
62
C. Cash flow from financing activities
–
–
(11,428.67)
2,135.58
–
–
(1,928.53)
(3,153.37)
(1.35)
(190.35)
Net cash used in financing activities
34.82
(1,208.14)
Net changes in cash & cash equivalents (A+B+C)
34.82
(40.33)
*Cash & cash equivalents as at 1st January 2009
23.20
63.53
*Cash & cash equivalents as at 31st December 2009
58.02
23.20
Bank borrowings (for working capital)
Increase in short term loan
Repayment of term loans
Interest paid
*Represents cash and bank balances as indicated in Schedule 9
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
63
N. RAJEEVA PRAKASH
COMPANY SECRETARY
STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212
OF THE COMPANIES ACT, 1956
a.
Name of the Subsidiary Company
b.
Financial year of the Subsidiary ended on
31st December 2009
Holding Company’s Interest
i. No. of Equity Shares
ii. Extent of Holding
825550
96%
d.
Net aggregate amount of Subsidiary’s losses
not dealt with in the Holding Company’s accounts :
i. for subsidiary’s financial year
ii. for its previous financial years
Rs. 4,499.85 Lakhs
Rs. 27,752.89 Lakhs
e.
Net aggregate amount of Subsidiary’s losses
dealt with in the Holding Company’s accounts :
i. for subsidiary’s financial year
ii. for its previous financial years
Nil
Nil
f.
Changes in the interest of the Holding Company between the
end of the subsidiary’s financial year ended
31st December 2008 and 31st December 2009
i. Holding Company’s interest as on 31st December 2009
ii. Extent of shareholding
None
None
g.
Material changes between the end of the subsidiary’s financial year end
31st December 2008 and 31st December 2009 in respect of
i. Subsidiary’s Fixed Assets
ii. Subsidiary’s Investments
iii. Monies lend by subsidiary
iv. Monies borrowed by the subsidiary, other than for meeting current
liabilities None
c.
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
64
None
None
None
None
N. RAJEEVA PRAKASH
COMPANY SECRETARY
Consolidated Financial Statements
of
Henkel India Limited
and
its Subsidiary
2009
65
AUDITORS REPORT TO THE BOARD OF DIRECTORS ON THE CONSOLIDATED
FINANCIAL STATEMENTS OF HENKEL INDIA LIMITED
1.
2.
We have audited the attached consolidated balance
sheet of Henkel India Ltd and its subsidiaries, as
at 31st December 2009 and also the consolidated
Profit and Loss account and the consolidated
cash flow statement for the year ended on that
date annexed thereto. These statements are the
responsibility of the Henkel India Ltd’s management
and have been prepared by the management on
the basis of separate financial statements and
other financial information regarding components.
Our responsibility is to express an opinion on these
financial statements based on our audit.
3.
We report that the consolidated financial statements
have been prepared by the Henkel India Ltd.’s
management in accordance with the requirements
of Accounting Standards (AS-21). On "Consolidated
Financial Statement" issued by the Institute of
Chartered Accountants of India.
4.
We are of the opinion that
a. in the case of the consolidated balance sheet of
the state of affairs of the Henkel India Limited’s
and its subsidiaries, as at 31st December 2009.
We conducted our audit in accordance with the
auditing standards generally accepted in India.
These standards require that we plan and perform
the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used
and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
b. in the case of the consolidated profit and loss
account, of the loss for the year ended on that
date; and
c. in the case of the consolidated cash flow
statement, of the cash flows for the year ended
on that date.
For M/s. CNGSN & ASSOCIATES
CHARTERED ACCOUNTANTS
C.N. GANGADARAN
PARTNER
Place : Chennai
Dated: 25th March 2010
67
CONSOLIDATED BALANCE SHEET AS AT 31st DECEMBER 2009
As at
31.12.2009
Rs. Lakhs Schedule
SOURCES OF FUNDS
Shareholders' funds
Share capital
Minority interests
Equity Share capital
Profit & Loss Account
Loan funds
Secured loans
Unsecured loans
APPLICATION OF FUNDS
Fixed assets
Gross block
Accumulated depreciation
Net block
Capital work-in-progress
Goodwill on Consolidation
Investments
Deferred tax assets
Current assets, loans and advances
Inventories
Sundry debtors
Cash and bank balances
Loans and advances
Current liabilities and provisions
Current liabilities
Provisions
1
2
18,446.45
1,997.53
20,443.98
18,446.45
2,203.15
20,649.60
–
3.45
1.15
(4.60)
–
3.45
1.15
(4.60)
3
4
–
38,569.93
As at
31.12. 2008
Rs. Lakhs
38,569.93
2,126.02
61,139.93
14.58
41,349.12
41,363.70
3,322.95
65,336.25
5
29,941.68
3,662.66
26,279.02
12.91
5A
6
6,243.04
5226.79
165.79
3,959.99
15595.62
6,706.29
7,258.00
247.99
4,694.06
18,906.34
13,850.80
467.44
14,318.23
9,540.14
430.61
9,970.75
7
8
9
10
11
Net current assets
Profit & Loss Account balance
26,291.93
49.42
2.30
2,126.02
31,313.37
3,938.07
27,375.30
17.91
1,277.38
31,392.88
61,139.93
The schedules from 1 to 11 notes on accounts in schedule 18 and cash flow form an integral part of the balance sheet.
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
68
27,393.21
49.42
2.30
3,322.95
8,935.59
25,632.78
65,336.25
N. RAJEEVA PRAKASH
COMPANY SECRETARY
CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER, 2009
Schedule
INCOME
Sales
Less: Excise duty
Other income
Year ended
31.12.2009
31.12. 2008
Rs. Lakhs
61,828.70
(2,600.51)
1,020.89
60,249.08
58,218.43
(4,218.19)
263.01
54,263.25
171.06
17,343.66
(520.86)
17,315.09
14,507.39
3,510.15
2,591.83
624.92
23,911.38
62,660.39
14,964.20
3,474.85
4,533.43
684.72
20,245.02
60,696.46
(2,411.31)
3,348.79
(5,760.10)
–
(5,760.10)
(6,433.21)
–
(6,433.21)
47.51
(6,480.72)
Loss brought forward
(25,632.78)
(19,152.06)
Profit/(Loss) carried to Balance Sheet
(31,392.88)
(25,632.78)
(4.95)
(5.56)
12
Expenditure
Raw Materials Consumed
Purchase of Finished and
Trading Goods
Personnel costs
Interest
Depreciation
Other expenses
13
14
15
16
17
Profit/(Loss) before Tax & Extraordinary Items
Profit/(Loss) beforeTax & after Extraordinary Items
Provision for tax (Minimum Alternate Tax)
Profit/(Loss) after tax
Basic and diluted earnings per share of face
value of Rs 10
NOTES ON ACCOUNT
18
The schedules from 12 to 18 form part of the profit and loss account.
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
69
N. RAJEEVA PRAKASH
COMPANY SECRETARY
SHARE CAPITAL
As at
31.12.2009
Rs. Lakhs SCHEDULE 1
As at
31.12. 2008
Rs. Lakhs
AUTHORISED
172,000,000 equity shares of Rs 10 each
17,200.00
17,200.00
6,800.00
6,800.00
24,000.00
24,000.00
11,646.45
11,646.45
2,800.00
2,800.00
4,000.00
4,000.00
18,446.45
18,446.45
68,000,000 redeemable Non- cumulative/
cumulative preference shares of Rs 10 each
ISSUED, SUBSCRIBED AND PAID-UP
116,464,471 equity shares of Rs 10 each, fully paid up
28,000,000 9% redeemable Non- cumulative
40,000,000 4% redeemable - cumulative
NOTES
1. Paid up Equity Shares Capital includes Rs.11639 lacs share capital allotted to the shareholders of Henkel SPIC India
Ltd. (Transferor Company) consequent to the Merger. Preference Shares Capital of Rs.6800 lacs also represents
the share capital allotted to the shareholder of Henkel SPIC India Ltd. (Transferror Company) consequent to the
Merger.
2. Out of the total shares issued by Henkel SPIC India Limited in 1999 on Rights basis, 10,200 shares have been kept
in abeyance pending settlement of disputes on title. Henkel India Limited shares will be issued to these shareholders
on settlement of disputes.
3. Out of the total Paid up Equity Shares Capital of Rs.11646.45 lacs. Henkel AG&Co. KGA, Germany is holding
Rs.5936.02 lacs (Previous Year 5936.02 lacs)
4. Paid up Preference Share Capital represents Rs.2800 lacs - 9% Redeemable Non-cumulative preference shares;
and Rs 4000 lacs - 4% Redeemable cumulative preference shares which were issued to one of the Promoters (of
Transferor company) on Private Placement basis by way of conversion of unsecured loan. 9% Preference Share are
redeemable at the end of 20 years from 1999, being the year of allotment thereof or earlier if the Board of Directors
so determine and 4% Preference Shares are redeemable at the end of 10 years from 2002, being the year of
allotment thereof or earlier if the Board of Directors so determine.
70
RESERVES & SURPLUS
SCHEDULE 2
CAPITAL RESERVE
GENERAL RESERVE
Preference Share Redemption Reserve
As at
31.12.2009
Rs. Lakhs As at
31.12. 2008
Rs. Lakhs
843.19
843.19
1,047.38
1,047.38
10.95
10.95
Revaluation reserve
301.34
Transfer to profit and loss account
205.62
Share premium account
301.34
95.72
–
301.34
0.29
0.29
1,997.53
2,203.15
SECURED LOANS SCHEDULE 3
From banks
Short term loan
–
14.58
–
14.58
Note: Bank loans are secured by hypothecation and first charge pari-passu on stocks, book debts and movable assets
of the Company and by creation of an equitable mortgage on certain immovable assets.
UNSECURED LOANS SCHEDULE 4
38,569.93
38,569.93
Loan from banks
71
41,349.12
41,349.12
72
173.16
912.77
176.53
Furniture and Fixtures
Office equipment
Vehicles
31,331.28
31,273.30
Previous year's total
17.91
Total
Capital Work in progress
31,313.37
9,125.30
Plant and Machinery
Total
1,617.62
0.01
1,363.84
17,944.13
As at
01.01.2009
Buildings
Leasehold Land
Freehold Land
Goodwill
ASSETS
FIXED ASSETS
517.66
288.39
34.20
254.19
78.07
110.95
29.29
26.61
9.27
–
–
–
459.67
1,665.08
39.19
1,625.88
38.63
14.21
23.62
796.15
546.69
0.01
206.57
–
Additions Sales/ adj
GROSS BLOCK
31,331.28
29,954.59
12.91
29,941.68
215.97
1,009.51
178.83
8,355.77
1,080.20
–
1,157.27
17,944.13
As at
31.12.2009
3,390.72
3,938.07
–
3,938.07
47.25
442.54
96.36
2,568.70
559.21
0.01
–
224.00
As at
01.01.2009
684.72
624.92
–
624.92
20.98
123.28
8.01
439.62
33.03
–
–
–
137.37
900.33
–
900.33
13.18
11.55
20.72
481.16
373.71
0.01
–
–
3,938.07
3,662.66
–
3,662.66
55.05
554.27
83.65
2,527.16
218.53
–
–
224.00
27,393.21
26,291.93
12.91
26,279.02
160.92
455.24
95.18
5,828.61
861.67
–
1,157.27
17,720.13
-
27,393.21
17.91
27,375.30
129.28
470.23
76.80
6,556.61
1,058.41
–
1,363.84
17,720.13
As at
31.12.2008
NET BLOCK
For the
As at
As at
Sales/ adj
Period
31.12.2009 31.12.2009
DEPRECIATION
Rs. Lakhs
SCHEDULE 5
CALCULATION OF GOODWILL / CAPITAL RESERVE ON ACQUISITION
SCHEDULE 5A
(Rs.Lacs)
421.03
Cost of Equity Shares
Cost of Preference Shares
Total Cost of Investment
Less :
Nominal Value of :Equity Shares held
Preference Shares held
Capital Profits (Reserves as on 22-01-99)
Total
Goodwill on Acquisition
421.03
82.55
289.06
371.61
49.42
INVESTMENTS (Other than trade)
QUOTED - LONG TERM (AT COST)
In Government securities
3% Government of India
Conversion Loan , 1946
National savings certificates
SCHEDULE 6
Number of
Face value
As at
Face value
As at
equity shares/ per share/unit 31.12.2009 per share/unit 31.12.2008
units
Rs. Rs. Lakhs
Rs. Rs. Lakhs
–
0.30
–
0.30
Unquoted (at cost)
In shares (fully paid) - (Unquoted)
Henkel SPIC Employees Co-operative
Thrift and Credit Society Limited
Capexil (Agencies) Ltd
Madras Industrial Co–operative
Analytical Laboratory Limited
Ambattur Industrial Estate Manufacturers
Service Industrial Co-operative Society Limited
2,000
5
100
1000
2.00
–
2
500
–
–
1
100
0.00
2.30
0.30
2.00
2.30
–
2.30
0.30
0.00
2.30
0.30
2.00
2.30
–
2.30
0.30
Aggregate book value of quoted investments
Aggregate book value of unquoted investments
Total of quoted & unquoted investments
Less: Provision for investment
Aggregate market value of quoted investments
73
100
2.00
–
As at
31.12.2009
Rs. Lakhs INVENTORIES
Raw materials
Work-in-progress
Finished goods
Stores and spare parts
SCHEDULE 7
As at
31.12. 2008
Rs. Lakhs
2,291.93
2,541.75
55.40
146.49
3,632.25
3,712.22
263.46
305.83
6,243.04
6,706.29
SUNDRY DEBTORS (unsecured)
SCHEDULE 8
Debts outstanding for a period exceeding six months:
– considered good
Others debts - considered good
Less: Provision for bad debts
_
202.26
593.11
388.47
5,226.79
7,055.74
49.06
136.77
5,868.97
7,783.24
642.17
525.24
5,226.79
7,258.00
CASH AND BANK BALANCES
SCHEDULE 9
Cash in hand
1.85
1.45
134.48
232.46
29.46
14.08
165.79
247.99
Balances with scheduled banks
– current account
– cumulative fixed deposits
74
SCHEDULE 10
As at
As at
31.12.2009
Rs. Lakhs 31.12. 2008
Rs. Lakhs
LOANS AND ADVANCES
(Unsecured, considered good, unless otherwise stated)
Loans to Employees
10.61
22.22
2,517.04
2,912.96
Balances with excise and other Government authorities
667.10
1,062.58
Deposits with Government authorities against pending appeals
396.14
362.70
369.10
333.60
3,959.99
4,694.06
Advances recoverable in cash or in kind or for value to be received
– considered good
Other deposits
– considered good
SCHEDULE 11
CURRENT LIABILITIES
Sundry creditors for materials
5,852.24
6,005.53
Sundry creditors for expenses
7,291.56
3,183.60
112.78
133.80
0.08
0.06
594.13
217.15
13,850.80
9,540.14
467.44
383.10
–
47.51
467.44
430.61
Advances from customers
Interest accrued but not due on loans
Other liabilities
PROVISIONS
Leave encashment
Income tax
75
SCHEDULE 12
Year Ended
Year Ended
31.12.2009
Rs. Lakhs 31.12. 2008
Rs. Lakhs
OTHER INCOME
Interest income
–
0.12
Provision no longer required written back
–
102.65
202.07
160.24
Exchange gain
Profit on sale of fixed assets
–
–
818.82
–
1,020.89
(INCREASE) / DECREASE IN STOCKS
263.01
SCHEDULE 13
Closing stock
Finished goods
Work-in-progress
3,632.25
3,712.22
55.40
146.49
3,687.65
3,858.71
3,712.22
3,204.84
146.49
133.01
3,858.71
3,337.85
171.06
(520.86)
Opening stock
Finished goods
Work-in-progress
RAW MATERIALS CONSUMED SCHEDULE 14
Opening Stock
2,541.75
1,833.83
Add: Purchases
17,093.84
18,023.01
19,635.59
19,856.84
2,291.93
2,541.75
17,343.66
17,315.09
Less: Closing stock
76
Year Ended
31.12.2009
Rs. Lakhs PERSONNEL COSTS
3,143.37
157.33
12.63
196.82
3,510.15
Contributions to provident and other funds
Gratuity
Employees' welfare expenses
INTEREST
SCHEDULE 15
Year Ended
31.12. 2008
Rs. Lakhs
3,089.37
143.01
67.80
174.67
3,474.85
SCHEDULE 16
2,591.83
2,591.83
On others
OTHER EXPENSES
4,533.43
4,533.43
SCHEDULE 17
Power and fuel
Processing charges
Repairs and maintenance
– buildings
– plant and machinery
– others
Rent
Rates and taxes
Insurance
Consumption of stores and spare parts
Freight, handling and forwarding charges
Marketing expenses
Bad debts, advances and deposits written off
Sales tax, octroi and turnover tax
Travelling and conveyance
Directors' fees
Legal expenses
Loss on fixed assets sold/discarded
Exchange loss (net)
Royalty
77
523.85
353.87
519.29
343.86
27.10
247.16
113.27
278.60
27.33
49.91
142.97
4,026.73
14,628.40
116.93
605.05
948.43
3.12
240.80
5.72
–
1.47
686.11
884.56
23,911.38
19.48
175.92
96.29
202.37
16.77
45.15
82.73
3,870.53
11,547.22
162.89
364.71
821.62
1.96
237.18
14.47
9.55
193.32
819.97
699.74
20,245.02
NOTES ON ACCOUNTS
SCHEDULE 18
1
Principles of consolidation
The Consolidated Financial Statements relates to Henkel India Ltd(the Company)., and its subsidiary Henkel
Marketing India Limited.
1(a) The financial statements of the Company and its subsidiary company are combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating
intra-group balances and intra-group transactions in accordance with Accounting Standard (AS)21-"Consolidated
Financial Statements" issued by the Institute of Chartered Accountants of India.
1(b) The difference between the cost of investment in the subsidiary, over the net assets at the time of acquisition of
shares in the subsidiary is recognised in the financial statements as Goodwill or Capital Reserve as the case may
be.
1(c) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented in the same manner as the Company"s
separate financial statements.
2
Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS)13
on "Accounting for Investments".
3
Other significant accounting policies These are set out under "Significant Accounting Policies" as given in the
Standalone Financial statements of Henkel India Ltd
4
Contingent liabilities
Rs Lacs
2009 2008
(a)Sales tax matters
78.31
78.31
(b) Excise duty matters
91.54
91.54
(c) Counter guarantees to a bank in respect of guarntees to:
0.48
3.85
73.12
90.10
32.82
32.82
1.49
1.49
–
–
25.95
120.64
Sales Tax/Central Excise authorities
Others
(d) Income tax demands against which the Company
has preferred appeal before appropriate authorities
(e) Claims filed by an ex-employee of the Company pending in a court of law
(f) Export Bills Discounted
(g)Letter of credit outstanding
5
Henkel India Ltd, had received several show cause notices from the Commissioner of Central Excise, Kolkata and
Chennai, seeking to know why demands for Rs 240.29 Lacs and Rs 386.60 Lacs respectively could not be raised
on the Company on account of differential central excise duty alleged to have been short paid / not paid during
the period 1st June 1991 to 31st March 1995 for Kolkata factory and 1st June 1991 to 30th April 1998 for Chennai
factory.
78
Replies to all the above show cause notices were filed by the Company and personal hearings have also been
completed both at Kolkata and Chennai. Tthe Central Excise Authorities had confirmed the demand of Rs 402.60
Lacs (including penalty Rs 16 Lacs) for the period upto 30th April 1998 for Chennai factory and Rs 260.29 Lacs
(including penalty Rs 20 Lac) for the period upto 31st March 1995 for Kolkata factory. The Company had preferred
appeals to the appropriate authorities against the above demands and in both the cases, the appellant authority
has set aside the demands for a de-novo consideration of the issue. In view of the above, the Company contends
that the above demands are not sustainable and accordingly no provision thereof has been considered in these
accounts.
6.
Sundry Creditors includes Rs.64.50 Lacs due to small scale and ancillary undertakings to the extent such parties
have been identified from the available documents / information. The names of small scale units to whom amount
is due for more than 45 days are M/s Bismee Polymers Pvt Ltd, Chidambaram Polybags, Prakash Flexibles
Pvt Ltd., Sakthi Traders, Coastal Packers (P) Ltd,Hobby Screens, Ajanta Packaging, Alpha Packaging, SM
Associates Sadhhvi Gramodyog, Sree Kaleeswara Inds, Sri Venkateswara Minerals, Tamilnadu Minerls, Shree
Vikash Packaging, Maheswari Salt Trading Co and Southeren Packaging Industries.
7
The Company has adopted the AS 28 - "Impairment of Assets", issued by The Institute of Chartered Accountants of
India, accordingly all the assets including Goodwill has been reviewed for impairment and necessary adjustments
made in the accounts
8
As a matter of prudence, the company has recognised Deferred Tax Asset of Rs.2126.02 Lacs to the extent of the
Deferred Tax Liabity, resulting in zero net deferred tax assets.
The break-up of deferred tax assets as at 31st December, 2009 is as follows :
Rs Lacs
A . Deferred tax assets
Expenses allowable against taxable income in future years
Carry forward business loss and depreciation
B . Deferred tax liabilities
Timing difference in depreciable assets
Net deferred tax assets (A - B)
2009
2008
1,034.20
52.24
18,284.39
18,560.46
19,318.59
18,612.70 2,126.02
3,322.95
2,126.02
3,322.95
17,192.57
15,289.75
9
Related party disclosures:
a) Names of the related parties Promoters
Henkel AG&Co.KGaA, Germany
Key Management Personnel
Mr Jayant K Singh (Managing Director)
79
b) Aggregate related party disclosures for the year ended 31st December 2009
Key
Management
Personel
Promoter
Tamilnadu
Petroproducts
Limited
Purchase of goods
Henkel AG&Co,
KGaA
1,640.41
(176.15)
–
–
–
–
150.91
(100.56)
41.30
(38.09)
2,000.00
(2,000.00)
–
–
–
Sale of goods
Royalty payable
Rent paid
Services
Loans and Advances as at 31/12/09
Creditors as at 31/12/09
Remuneration
Mr Jayant
K Singh*
(Managing
Director)
1,121.70
(1,426.65)
–
–
779.64
(1,432.58)
–
–
841.58
(872.76)
–
–
–
–
–
–
–
3,773.23
(580.75)
–
–
–
94.64
(57.05)
–
–
Note: Figures in brackets represents previous year.
* Mr A Satish Kumar till 31.03.2009 and
Mr Jayant K Singh from 01.04.2009
c) Directors' sitting fees aggregating to Rs.3.12 lacs for the year ended 31st December 2009 have been paid.
10. Basis for calculation of basic and diluted earning per share is as under :
2009
2008
Rs. Lacs
Rs.Lacs
Profit (Loss) after taxation as per profit and loss account
Less: Proposed dividend on cumulative preference shares
Weighted average number of equity shares
Basic earnings per share
(5,760.10)
(6,480.72)
–
–
(5,760.10)
(6,480.72)
116,464,471 116,464,471
(4.95)
(5.56)
The Company does not have any dilutive potential equity shares as at 31st December 2009.
80
11
As per Accounting Standard 15 (Revised 2005) "Employee Benefits" the disclosures of employee benefits as
defined in the Accounting Standard are given below:
Rs. Lacs
2009
Employer's Contribution to Provident Fund
48.10
Employer's Contribution to Superannuation Fund
23.13
Reconciliation of opening and closing balances of defined
benefit plan:
Leave encashment
Gratuity
(Non-Funded)
(Funded)
383.10
162.90
19.53
22.53
Interest Cost
30.80
12.75
48.40
(27.11)
Benefits paid
(14.39)
(11.01)
467.44
160.06
–
145.31
–
13.80
–
(1.24)
14.39
27.04
(14.39)
(11.01)
–
173.89
–
10.70
–
(1.24)
–
12.56
–
173.89
443.37
160.06
Difference
443.37
(2.47)
Benefits paid
Reconciliation of fair value of assets and obligations:
81
Rs. Lacs
2009
–
–
–
–
443.37
(2.47)
19.53
22.53
Interest Cost
30.80
12.75
–
(13.80)
48.40
(25.86)
–
–
Past service cost–non-vested benefits
–
–
Past service cost-vested benefits
–
–
98.73
(4.39)
GOI Securities
–
–
–
–
–
–
Funds with LIC
–
100.00%
Bank Balance
–
–
Others
–
–
Total
–
–
Yes
Yes
8.10%
8.10%
–
8.90%
5.00%
5.00%
Net Cost
Discount rate p.a
82
12 Information about business segments
Segment
Revenue (net of Excise duty)
Segment results (Profit before interest and
Rs. Lacs
Detergents &
Cleansers
Body Care
2009
2008
2009
Others
2008
14,705 15,858 38,341 34,784
(963)
(649) (2,640) (1,363)
Total
2009
2008
2009
2008
6,182
3,358
59,228
54,000
(586)
(151) (4,189)
(2,163)
Unallocated income (net)
–
–
–
–
–
–
1,021
263
Operating profit
–
–
–
–
–
– (3,168)
(1,900)
Interest expenses
–
–
–
–
–
– (2,592)
(4,533)
Income taxes
–
–
–
–
–
–
–
(48)
Net Profit after Tax
–
–
–
–
–
– (5,760)
(6,481)
9,635 13,891 26,390 29,170
5,865
3,241
41,890
46,302
–
2,126
3,323
2,126
3,323
Total Assets
9,635 13,891 26,390 29,170
7,991
6,564
44,016
49,625
Segment Liabilities
3,293
2,991
9,020
2,005
698
14,318
9,971
–
–
–
– 40,696 44,687
40,696
44,687
3,293
2,991
9,020
6,282 42,701 45,385
55,014
54,658
Capital expenditure
–
83
65
222
223
213
288
518
Depreciation / Amortisation for the year
–
78
473
470
152
137
625
685
14,478 15,685 37,738 34,366
6,150
2,851
58,366
52,902
418
32
507
862
1,098
9,635 13,891 26,390 29,170
7,946
6,522
43,971
49,583
Other information
Segment assets
Unallocated corporate assets
Unallocated Corporate Liabilities
Total Liabilities
–
–
–
6,282
Geographical segments :
Revenue (gross sales)
Domestic
Export
227
173
603
Segment assets
Domestic
–
–
–
–
45
42
45
42
Domestic
–
83
65
222
223
213
288
518
Export
–
–
–
–
–
–
–
–
Export
Capital expenditure
i) Business segment : The business segments have been identified on the basis of the products of the Company. The Company
has identified three different segments namely Body Care comprising of Soaps, Cosmetics, Hair Oil, Deodorant, Toothpaste
etc., Detergents & Cleansers and other products comprising of zeolites etc as the operating segments. All the segments are
engaged in manufacturing and selling products to customers.
ii)
Geographical segment : The Company primarily operates in the Indian market and therefore the analysis of geographical
segments is demarcated on the basis of domestic and export sales.
83
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31/12/2009
Year ended
31.12.2009
31.12. 2008
Rs. Lakhs
(2,411.31)
(6,433.21)
624.92
684.72
(818.82)
9.55
116.93
162.89
–
(0.12)
1.47
193.32
2,591.83
4,533.43
105.02
(849.42)
2,648.35
3,017.06
463.25
(1,237.42)
Increase in payables
4,347.48
(734.50)
Cash generated from operations
7,564.10
195.72
–
–
7,564.10
195.72
3,348.79
–
Sale of Investments
–
–
Goodwill Impairment
–
–
Investment provision
–
–
4,215.31
195.72
A.
Cash Flow from operating activities
Net Profit before tax
Adjustments for :
Depreciation
Profit / Loss on fixed assets sold / discarded
Provision for bad debts
Interest income
Interest expenses
Operating Profit before Working Capital changes
Adjustments for :
(increase) / Decrease in trade and other receivables
Decrease / (Increase) in inventories
Direct tax (paid) / refunded
Cash Flow before extraordinary items
Extraordinary items :
84
B.
Year ended
31.12.2009
31.12. 2008
Rs. Lakhs
Cash flow from investing activities
Purchase of fixed assets
(249.20)
(232.14)
Sale of fixed assets
1,338.77
27.24
–
0.12
1,089.57
(204.78)
–
–
Increase in short term loan
(2,793.77)
4,365.58
Interest paid
(2,591.83)
(4,533.43)
(1.47)
(193.32)
(5,387.07)
(361.17)
Net changes in cash & cash equivalents (A+B+C)
(82.20)
(370.23)
* Cash & cash equivalents as at 1st January 2009
247.99
618.22
* Cash & cash equivalents as at 31st December 2009
165.79
247.99
Interest received
Net Cash from investing activities
C.
Cash flow from financing activities
Bank borrowings (for working capital)
*Represents cash and bank balances as indicated in Schedule 9
C.N. GANGADARAN
DR.A.C. MUTHIAH
Partner
CHAIRMAN
Place : Chennai
JAYANT K SINGH
MANAGING DIRECTOR
PATRICK KAMINSKI
BEN HO
THOMAS JUNGMANN
SUKHENDU RAY
A. SATISH KUMAR
DIRECTORS
85
N. RAJEEVA PRAKASH
COMPANY SECRETARY
HENKEL MARKETING INDIA LIMITED
ANNUAL REPORT - FOR THE YEAR 2009
Director's Report to the Members
To
DIRECTORS RESPONSIBILITY STATEMENT
The Shareholders
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby
confirmed :
Your Directors hereby present the Thirty Fifth Annual Report of the
Company together with the Audited Accounts for the year ended 31st
December 2009.
i)
that in the preparation of the annual accounts for the year ended
31st December 2009 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
ii)
that the Directors had selected such accounting policies and
applied them consistently and made judgements and estimates that
were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the year and of the
profit or loss of the Company for the year under review;
ii)
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 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities;
FINANCIAL RESULTS :
Rs. Crs
Particulars
Year ended
31/12/2009 Year ended
31/12/2008
Turnover
458.82
466.98
Operating Profit / (Loss)
(38.37)
(54.73)
Finance charges
6.63
13.80
Net Profit / (Loss)
(44.99)
(68.53)
REVIEW OF OPERATIONS
During the year under review the Company achieved a turnover of Rs
459 Crs as against Rs.467 crs for the previous year.
iv) that the Directors had prepared the accounts for year ended 31st
December 2009 on a ‘going concern’ basis.
DIVIDEND
PARTICULARS OF EMPLOYEES
In view of the loss incurred, no dividend has been recommended for the
year ending 31st December 2009
The Company has no Employees in respect of whom the Statement u/s.
217(2A) of the Companies Act 1956 is required to be annexed.
PUBLIC DEPOSITS
AUDITORS
Your Company has not accepted any deposit from the public during the
year.
M/s.CNGSN & Associates, Chartered Accountants, Chennai, the
Statutory Auditors of the Company retire at the conclusion of this Annual
General Meeting and are eligible for re-reappointment as Auditors of the
Company for the financial year 2010.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Regarding the observations made by the Auditors in their report, the
notes forming part of accounts are self explanatory.
The particulars relating to the conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Out go is not enclosed
as part of this report since the Company is not carrying out any
manufacturing activities.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge the valuable guidance and assistance
being received from Henkel AG & Co. KGaA, Germany and Tamilnadu
Petroproducts Ltd. Your Directors take this opportunity to express their
grateful thanks for the dedication, commitment and enthusiasm of its
employees.
DIRECTORS
Mr. Sukhendu Ray and Mr. Jayant Singh, Directors who retire by rotation
at the ensuing Annual General Meeting, being eligible, offer themselves
for re-appointment.
Mr. Domenico Mammola was appointed as an additional Director with
the effect from 24th March '10 to hold office till the conclusion of this
Annual General Meeting, The Company received a notice from Member
proposing his name as Director of the Company at the ensuing Annual
General Meeting.
Mr. Debasis Saha, Director resigned from the Board during the year.
The Board places on record its appreciation for the valuable support and
guidance rendered by Mr. Debasis Saha during his tenure.
Place : Chennai Date : 24th March 2010 88
On behalf of the Board
G. Kumaraswamy Reddy
Jayant K. Singh
Sukhendu Ray
Domenico Mammola
A.Satish Kumar
Directors
Annexure to Directors’ Report
COMPLIANCE CERTIFICATE
10. The Company was made necessary entries in the register
maintained under Section 301 of the Act.
Name of the Company :HENKEL MARKETING INDIA LIMITED
Corporate Identification Number (CIN) :U99999TN1974PLC061338
Authorized Capital
:Rs.1,50,00,000/Paid-up Capital
:Rs.86,00,000/-
11. As there were no instances falling within the purview of Section 314
of the Act, the Company has not obtained any approvals from the
Board of directors, members or Central Government.
12. The Company has not issued any duplicate share certificates during
the financial year ended 31st December 2009.
To
The Members
MESSRS.HENKEL MARKETING INDIA LIMITED
1st Floor , EAST WING , No.3, TPL HOUSE,
CENOTAPH ROAD,
TEYNAMPET, CHENNAI - 600 018.
13. The Company:
We have examined the registers, records, books and papers of M/s
HENKEL MARKETING INDIA LIMITED (the Company) as required to
be maintained under the Companies Act, 1956, (the Act) and the rules
made there under and also the provisions contained in the Memorandum
and Articles of Association of the Company for the financial year ended
on 31st December 2009. In our opinion and to the best of our information
and according to the examinations carried out by us and explanations
furnished to us by the Company, its officers and agents, we certify that in
respect of the aforesaid financial year:
1.
2.
3.
4.
i.
has not effected any allotment / transfer/ transmission of
Securities during the financial year ended 31st December 2009.
ii.
has no unclaimed/unpaid dividend to be transferred to the
Investor Education and Protection Fund.
iii. has not issued any shares or debentures and has not accepted
any deposits and hence, the question of transfer of application
money due for refund, matured deposits matured debentures
and the interest accrued thereon which have remained
unclaimed or unpaid for a period of seven years to Investor
Education and Protection Fund does not arise.
iv. has complied with the requirements of Section 217 of the Act.
The Company has kept and maintained all registers as stated in
Annexure ‘A’ to this certificate, as per the provisions and the rules
made there under and all entries therein have been recorded.
14. The Board of Directors of the Company is duly constituted.
The Company has filed the forms and returns as stated in
Annexure ‘B’ to this certificate, with the Registrar of Companies,
Regional Director, Central Government, Company Law Board or
other authorities within the time prescribed under the Act and the
rules made there under.
16. The Company has not appointed any Sole Selling Agents during the
financial year ended 31st December 2009.
15. The Company has not appointed any Managing Director / Wholetime Director / Manager during the financial year under review.
17. The Company was not required to obtain any approvals of
the Central Government, Regional Director or Registrar/such
authorities prescribed under the various provisions of the Act during
the financial year.
The Company is a public limited company and has the minimum
paid up capital of the Company as on 31/12/2009 was Rs.86 Lakhs,
Which is more than a minimum prescribed capital for a public
Limited Company under the companies Act, 1956.
18. The Directors have disclosed their interest in other firms/ companies
to the Board of Directors pursuant to the provisions of the Act and
the rules made there under.
The Board of Directors met Four (4) times on 30th March 2009, 30th
June 2009, 22nd September 2009 and 26th December 2009 in respect
of which meetings proper notices were given and proceedings were
properly recorded and signed in the Minutes Book maintained for
the purpose.
5.
The Company has not closed its Register of Members during the
6.
The Thirty Fourth Annual General Meeting for the financial year
ended 31st December 2008 was held on 30th June 2009 after giving
due notice to the members of the Company and the resolutions
passed thereat were duly recorded in the Minutes Book maintained
for the purpose.
7.
No Extra-Ordinary General Meeting was held during the financial
year ended 31st December 2009.
8.
The Company has not advanced any loans or given any guarantees
or provided any securities to its directors or persons or firms or
companies referred under section 295 of the Act.
9.
19. The Company has not issued any shares, debentures or other
securities during the financial year ended 31st December 2009.
20. The Company has not bought back any shares during the financial
year and hence the question of complying with the buy back
provisions does not arise.
21. The Company has not issued any preference shares / debentures
and hence the question of redemption of preference shares/
debentures does not arise during the financial year under review.
22. There were no transactions necessitating the Company to keep in
abeyance the rights to dividend, rights shares and bonus shares
pending registration of transfer of shares.
23. The Company has not invited / accepted any deposits including any
unsecured loans falling within the purview of Section 58A during the
24. The Company has not made any loans, investments or given
guarantees or provided securities to other bodies corporate falling
under the purview of Section 372A and consequently no entries
have been made in the register kept for the purpose.
The Company has not entered into any contract falling within the
purview of Section 297 of the Act.
89
25. The Company has not altered the provisions of the Memorandum of
Association with respect to the objects of the Company during the
financial year under scrutiny.
29. The Company has not altered its Articles of Association during the
30. There was no prosecution initiated against or show cause notices
received by the Company and no fines or penalties or any other
punishment was imposed on the Company during the financial year,
for offences under the Act.
Association with respect to situation of the Registered office during
the financial year under scrutiny.
31. The Company has not received any money as security from its
employees during the financial year ended 31st December 2009.
27. The Company has not altered the provisions of the Memorandum
of Association with respect to name of the company during the
32. The Company has deposited both employee’s and employer’s
contribution towards provident fund with prescribed authorities
pursuant to provisions of Section 418 of the Act.
Place : Chennai
Date : 24th March 2010
Association with respect to share capital of the Company during the
FOR B.CHANDRA
COMPANY SECRETARY
CP NO.7858
‘Annexure A’
Name of the Company
Corporate Identification Number (CIN)
Authorized Capital
Paid-up Capital
:
:
:
:
HENKEL MARKETING INDIA LIMITED
U99999TN1974PLC061338
Rs.1,50,00,000/Rs.86,00,000/-
Registers as maintained by the Company
Sl. No.
Section Number
Name of the Register
1.
108
Share Transfer Register
2.
143
Register of Charges
3.
150
Register of Members
4.
151
Index of Members
5.
193
Minutes of the Meetings of Board of directors
6.
193
Minutes of the General Meetings of the Members
7.
301
Register of Contracts
8.
303
Register of Directors
9.
307
Register of Directors’ Shareholding
10.
372A
11.
–
Board Meeting Attendance Register
12.
–
General Meeting Attendance Register
Register of Investments/Loans/Guarantees and Securities
FOR B.CHANDRA
Company Secretary
CP NO.7858
Place : Chennai
90
‘Annexure B’
Name of the Company
: HENKEL MARKETING INDIA LIMITED
Corporate Identification Number (CIN)
: U99999TN1974PLC061338
Authorized Capital
: Rs.1,50,00,000/-
Paid-up Capital
: Rs.86,00,000/-
Returns/ Documents/ Forms filed with the Registrar of Companies, Regional Director,
Central Government or other authorities during the financial year ended 31st December 2009
For The Financial Year 2009 [01.01.2009 To 31.12.2009]
Registrar of Companies
Sl.
No.
Form No.
Relevant
Section
Description
Date of filing
1
Form-23AC/
Form-23ACA
Sch-VI
220
Balance Sheet, Profit & Loss Account for the
financial year ended 31st December 2009
27/11/09
2
DIN-3
–
Filing of Director Identification Number
27/11/09
3
Form-32
303(2)
Appointment of Director (Mr.Jayant K Singh)
2/12/09
4
Form-20B
Sch-V
159
Annual Return made upto 30th June 2009
(Date of AGM)
10/12/09
5
Form-66
383A
Compliance Certificate issued for the
10/12/09
FOR B.CHANDRA
Company Secretary
CP NO.7858
Place : Chennai
91
Auditor's Report to the Members
To
The Members
We have audited the attached Balance Sheet of Henkel Marketing India
Limited as at 31st December 2009 and also the Profit and Loss Account
of the Company for the year ended on that date annexed thereto and
Cash Flow Statement for the year ended on that date. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in India. These Standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
As required by the Companies (Auditor’s Report) Order, 2003 issued by
the Department of Company Affairs on 12th June 2003 and as amended
under Notification date 25th November 2004 in terms of sub– section
4(A) of section 227 of the Companies Act, 1956, we enclose in the
Annexure, a Statement on the matters specified in paragraphs 4 and 5
of the said Order to the extent applicable to the Company.
b.
Since the Company does not have any fixed asset, this clause
will not apply.
ii.
a.
Physical verification of inventory was conducted at reasonable
intervals by the management during the year.
b.
In our opinion, procedures for physical verification of inventory
followed by the management are reasonable and adequate in
relation to the size of the company and nature of its business.
c.
The Company is maintaining proper records of inventory and
no material discrepancies were noticed on verification.
d.
In our opinion, the Balance Sheet and Profit and Loss Account dealt
with by this report comply with the Accounting Standards referred to
in Sub-section (3C) of Section 211 of the Companies Act, 1956.
e.
On the basis of the written representations received from the
directors, as on 31st December 2009, and taken on record by
the Board of Directors, we report that none of the Directors are
disqualified as on 31st December 2009 from being appointed as a
Director in terms of clause (g) of sub-section (l) of section 274 of the
Companies Act, 1956.
f.
In our opinion and to the best of our information and according to the
explanations given to us, the said accounts together with the notes
thereon, give the information required by the Companies Act, 1956
in manner so required, and give a true and fair view in conformity
with the accounting principles generally accepted in India.
i.
In the case of the Balance Sheet, of the State of Affairs of the
Company as at 31st December 2009 and;
ii.
In the case of the Profit and Loss Account, of the Loss for the
year ended on that date.
C.N. GANGADARAN
Partner
iv. In our opinion, and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regards to purchase of inventories and fixed assets
and for the sale of goods. During the course of audit, no continuing
failure to correct major weaknesses in internal control system was
observed.
Annexure referred to in paragraph 3 of the report of even date of the
Auditors to the members of Henkel Marketing India Limited on the
accounts for the year ended 31st December 2009.
Since the Company does not have any fixed asset, this clause
will not apply.
The Balance Sheet, Profit and Loss Account dealt with by this report
are in agreement with the books of account;
Place : Chennai Date : 24th March 2010
Annexure to the Auditors’ Report
a.
c.
iii. In the case of the Cash Flow Statement of the cash flows for
the year ended on that date.
We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
our audit;
i.
In our opinion, proper books of account as required by law have
been kept by the Company, so far as appears from our examination
of those books.
Further to our comments in the Annexure referred to above, we report
that:
a.
b.
v.
Since the Company does not have any 301 parties the provisions of
this clause does not apply.
vi. The Company has not accepted any Fixed Deposit from the public
during the year and therefore, the question of compliance with the
directives issued by the Reserve Bank of India and the provisions
of section 58A and 58AA or any other relevant provisions of the
Companies Act, 1956 and the rules framed there under does not
arise.
vii. In our opinion, the Company has an adequate internal Audit System
commensurate with its size and nature of its business.
viii. Since the Company is engaged in trading activity, provisions
of Section 209 (1) (d) of the Companies Act, 1956, relating to
maintenance of cost records will not apply.
iii. Since the company does not have any 301 parties the provisions of
this clause does not apply.
92
Auditor's Report to the Members
ix. a.
b.
According to the records of the Company, undisputed statutory
dues including Provident Fund, Employees State Insurance
Fund, Income-tax, Wealth tax, Service tax, Sales tax, Customs
duty, Excise duty, Cess and other statutory dues have been
deposited regularly during the year with the appropriate
authorities. According to the information and explanation given
to us, there are no undisputed amounts payable which are
outstanding as on 31st December 2009 for a period of more
than six months from the date they became payable.
xiii. The Company is not a chit fund or a nidhi mutual benefit fund/
society.
The following amounts have not been deposited with respective
authorities because of disputes.
xvii. According to the information and explanations give to us by the
management, the funds raised on short-term basis have not been
used for long-term investment.
Statute
Central Excise
Sales Tax
x.
xiv. The Company is not dealing in or trading in Shares, Securiies,
Debentures and other instruments.
xv. According to the information and explanation given to us, the
Company has not given any Corporate Guarantees.
xvi. The Company has not received any Long Term Loan other then
working capital loan.
Forum where
pending
xviii.During the year the Company has not made any preferential
allotment to parties and companies covered in the register
maintained under Section 301 of the Companies Act, 1956.
Year
Amount (Rs.)
2002
24,38,885
CEGA
-AC, Cuddapah
1993–1994
1,92,000
AC (A) MP
1997-1998
57,858
xix. The Company has not issued any debentures during the year and
therefore the question of creation of security or charge does not
arise.
2001-2002
51, 32,483
AAC, AP
1999–2000
6,01,365
xx. During the year, the Company has not raised any money by way of
public issue and the question of disclosing the end use of money by
the management does not arise.
WB
xxi. According to the information and explanations give to us, no fraud
on or by the Company was noticed or reported during the course of
our audit.
At the end of the financial year, the accumulated loss of the Company
is more than 50% of its Net Worth. The Company has incurred cash
loss during the financial year and also in the immediately proceding
financial year.
xi. The Company has not defaulted in repayment of dues to Banks
during the year.
Place : Chennai Date : 24th March 2010
xii. No loans or advances have been granted by the Company against
pledge of Shares and Debentures and other securities.
93
C.N. GANGADARAN
Partner
Balance Sheet as at 31st December 2009
Sch.
As at 31st
December 2009
(Rs. Lakhs)
As at 31st
December 2008
(Rs. Lakhs)
SOURCE OF FUNDS
SHAREHOLDER’S FUNDS
Share Capital
1
86.00
Reserves and Surplus
2
28.64
86.00
114.64
28.64
114.64
LOAN FUNDS
Unsecured Loan
3
Total
18,634.90
10,000.00
18,749.54
10,114.64
APPLICATIONS OF FUNDS
Current Assets, Loans & Advances
Inventories
4
893.21
1,126.50
Sundry Debtors
5
2,095.15
6,509.01
Cash and Bank Balances
6
107.77
224.79
Loans and Advances
7
539.39
493.68
3,635.52
8,353.98
Current Liabilities
8
17,114.65
25,968.16
Provisions
9
24.07
24.07
17,138.72
25,992.23
Net Current Assets
(13,503.20)
(17,638.25)
Debit Balance in Profit & Loss account
32,252.74
27,752.89
Total
18,749.54
10,114.64
The schedule 1 to 9, notes on accounts on schedule 15 and cash flow form an integral part of the Balance Sheet.
For CNGSN & ASSOCIATES CHARTERED ACCOUNTANTS On behalf of the Board
Jayant K. Singh
Sukhendu Ray
Domenico Mammola
A.Satish Kumar
Directors
C.N. GANGADARAN Partner
Place : Chennai
94
Profit & Loss Account for the Year Ended 31st December 2009
Sch.
Year ended
31st December
2009
(Rs. Lakhs)
As at
31st December
2008
(Rs. Lakhs)
INCOME
Sales
Other income
10
45,881.94
46,697.61
4.00
1.85
45,885.94
46,699.46
207.66
106.16
34,998.95
39,335.55
EXPENDITURE
11
Purchase of Finished and Trading Goods
Personnel Costs
12
2,419.08
2,392.83
Interest
13
663.30
1,380.06
Other Expenses
14
12,096.80
10,337.36
50,385.79
53,551.96
(4,499.85)
(6,852.50)
Profit/(Loss) for the year before Taxation
–
Provision for Tax
–
(4,499.85)
(6,852.50)
Loss brought forward from previous year
(27,752.89)
(20,900.39)
Loss carried to Balance Sheet
(32,252.74)
(27,752.89)
(523.20)
(796.80)
Profit/(Loss) after Taxation
Basic and diluted earnings per share of face value of Rs.10
Notes on account
15
The schedules 10 to 15 form part of the Profit and Loss Account.
Jayant K. Singh
Sukhendu Ray
Domenico Mammola
A.Satish Kumar
Directors
Place : Chennai
95
Schedule forming Part of the Accounts
As at 31st
December 2009
(Rs. Lakhs)
As at 31st
December 2008
(Rs. Lakhs)
As at 31st
December 2009
(Rs. Lakhs)
SCHEDULE 1 SHARE CAPITAL
SCHEDULE 5 SUNDRY DEBTORS
(Unsecured)
AUTHORISED
Debts outstanding for a period exceeding
six months
1,200,000 Equity Shares of Rs. 10/each
120.00
120.00
Total
Issued, Subscribed and paid up:
860,000 equity shares of Rs. 10/- each
fully paid up
30.00
30.00
150.00
150.00
86.00
– considered good
6,413.02
49.06
136.77
2,529.59
6,829.59
(434.44)
(320.58)
2,095.15
6,509.01
86.00
Less: Provision for Doubtful Debts
Cash in Hand
1.30
0.69
106.47
224.10
107.77
224.79
53.46
127.54
459.75
334.69
26.18
31.45
539.39
493.68
13,828.95
24,257.14
2,995.77
1,540.14
112.78
133.80
0.08
0.06
177.07
37.02
17,114.65
25,968.16
24.07
24.07
24.07
24.07
Balances with Scheduled Banks:
On Current account
86.00
86.00
SCHEDULE 7 LOANS AND ADVANCES
(Unsecured considered good, Unless
otherwise stated)
SCHEDULE 2 RESERVES AND SURPLUS
Advances recoverable in cash or in kind
or for value to be received
15.19
15.19
General Reserve
4.23
4.23
Balance with Sales Tax & Other Govt.
Authorities
State Subsidy
9.22
9.22
Other Deposits
28.64
28.64
SCHEDULE 8 CURRENT LIABILITIES
SCHEDULE 3 UNSECURED LOANS
Loans from Banks
2,095.15
SCHEDULE 6 CASH AND BANK BALANCES
Total
Total
95.99
183.81
Other debts
(Of the above 825,550 shares)
(Previous year 825,550 shares) of
Rs. 10/- each fully paid are held by
the Holding Company - Henkel India
Limited) (Henkel AG & Co. KGaA, - the
ultimate Holding Company)
Capital Reserve
(includes central subsidy of Rs. 15 lcs)
–
385.38
– considered good
30,000 11% Cumulative Redeemable
Preference shares of Rs. 100/- each
As at 31st
December 2008
(Rs. Lakhs)
18,634.90
10,000.00
18,634.90
10,000.00
Sundry Creditors for materials (includes
amount payable to Henkel India Ltd.
Rs. 13741.72 Lacs)
Sundry Creditors for Expenses
Advances from Customers
SCHEDULE 4 CURRENT ASSETS
Interest accrued but not due on loans
INVENTORIES
Other Liabilities
POS/Packing materials
160.53
186.16
Finished goods
732.68
940.34
893.21
1,126.50
SCHEDULE 9 PROVISIONS
Leave encashment
96
Year Ended
December 2009
(Rs. Lakhs)
Year Ended
December 2008
(Rs. Lakhs)
Power
22.58
19.99
Repairs & Maintenance - others
65.37
51.96
SCHEDULE 11 (INCREASE) DECREASE IN STOCKS
Rent (includes Lease rent)
97.98
63.58
Closing Stock
Rates and Taxes
4.28
6.65
11.72
7.33
8,347.99
6,882.16
113.86
121.24
0.11
0.09
153.53
137.47
Travelling expenses
747.89
709.13
34.23
38.19
1,888.37
1,825.65
0.42
0.83
423.55
291.71
Year Ended
December 2009
(Rs. Lakhs)
Year Ended
December 2008
(Rs. Lakhs)
4.00
1.85
4.00
1.85
SCHEDULE 10 OTHER INCOME
Finished goods
SCHEDULE 14 OTHER EXPENSES
732.68
940.34
732.68
940.34
940.34
1,046.50
Provision for Bad & doubtful Debits
940.34
1,406.50
Directors sitting fees
207.66
106.16
Insurance
Marketing Expenses
Opening Stock
Finished Goods
SCHEDULE 12 PERSONAL COSTS
Contribution to Provident and other funds
Gratuity
Employee welfare expenses
2,215.90
2,202.71
86.10
80.12
4.48
1.43
112.60
108.57
2,419.08
2,392.83
Bank Charges
Freight, handling and forwarding
charges
Legal Fees
Sales tax, turnover tax and others
Exchange loss (net)
SCHEDULE 13 INTEREST
On others
663.30
1,380.06
663.30
1,380.06
15. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2009
1
Significant accounting policies
The financial statements are prepared on accrual basis under the
historical cost convention and in accordance with the Generally
Accepted Accounting Principles and applicable accounting
standards issued by the Institute of Chartered Accountants of India
and the provisions of the Companies Act, 1956.
(II) Use of estimates
2.97
178.41
12,096.80
10,337.36
(IV) Fixed assets
(I) Basis of preparation of financial statements
0.12
184.80
Fixed assets are stated at cost less accumulated depreciation. All
costs, including financing costs till the assets are ready to be put
to use, wherever applicable and adjustments arising from foreign
exchange rate variations relating to borrowings attributable to the
fixed assets are capitalised.
(V) Depreciation
(a) Depreciation on fixed assets is provided on Straight Line
Method and at the rates and in the manner specified in the
Schedule XIV of the Companies Act , 1956
(b) Depreciation on fixed assets added / disposed of during the
year, is provided on a prorata basis with reference to the date
of addition / disposal.
The preparation of the financial statements in conformity with the
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent amounts as at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The estimates
and assumptions used in the accompanying financial statements
are based upon Management evaluation of the relevant facts
and circumstances as of the date of the financial statements.
Actual results may differ from the estimates used in preparing the
accompanying financial statements.
(VI) Borrowing costs Borrowing Costs relateing to the acquisition / construction of
qualifying assets are capitalised until the time all substantial activities
necessary to prepare the qualifying assets for their intended use are
complete. A qualifying asset is one that necessarily takes substantial
period of time to get ready for its intended use. All other borrowing
costs are charged to revenue.
(III) Revenue recognition
(VII)Lease Rentals
(a) Revenue from sale of goods is recognised upon passage of
title of goods to the customers.
97
Lease Rental in respect of leased asset are charged to Profit and
Loss account.
2 Contingent liabilities
2009
(VIII) Inventories (a) Finished goods are valued at the lower of cost and net
realisable value. Cost includes direct material and labour cost
and an appropriate portion of factory overheads.
(b) Promotional Material lying as stock is valuated at cost.
(X) Foreign currency transactions
(a) Foreign currency transactions are recorded on the basis of
exchange rates prevailing on the date of the transactions.
(b) Current assets and current liabilities in foreign currency
outstanding at the balance sheet date are translated at the
exchange rates prevailing on that date and the net gain or loss
is recognised in the profit and loss account.
(a) Sales Tax matters
59.83 59.83
(b) Excise duty matters
24.39 24.39
Basis for calculation of basic and diluted earning per share is
as under :
Rs lacs
2009
2008
Profit after taxation as per profit
and loss account
(4,500)
(6,853)
Number of equity shares
(refer note 3 on sch -1)
860,000 860,000
Basic earnings per share in INR
(523.26)
(796.86)
(a) Long term investments are valued at their acquisition cost. A
Provision for diminution is made to recognise a decline, other
than temporary, in the value of long term investments.
3
(IX) Investments
Rs lacs
2008
4 Payment to auditors
2009
Rs lacs
2008
Audit Fees
1.15 1.15
(XI) Employee Retirement Benefits
Tax Audit / Certificates etc
0.10 0.10
(a) The provision for cost in respect of Leave encashment is
provided for based on actuarial valuation at the year end.
0.25 1.50 0.25
1.50
(b) Contributions to provident funds are charged to the profit and
loss account.
Reimbursement of expenses
5 Related Party Disclosures :
(c) Contributions on account of gratuity under Group Gratuity
Scheme of the Life Insurance Corporation of India are charged
to the profit and loss account based on acturial valuation.
Income-tax expense comprises of current tax and deferred tax
charge or release. Provision for current income-tax is based on the
assessable profits computed in accordance with the provisions of
the Income Tax Act, 1961. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being difference
between taxable and accounting income / expenditure that
originate in one period and are capable of reversal in one or more
subsequent periods. Deferred tax assets are not recognised unless
there is 'virtual certainty' that sufficient future taxable income will be
available against which such deferred tax assets will be realised.
Related party transactions
Rs Lacs
Particulars
Parent company
Transactions include:
Purchases
34,999
(39,336)
Sundry Creditors
13,742
(24,226)
Note: Figures in brackets represents previous year 2008
(XIII) Identification of segments
6
Based on the Company's internal organisation and management
structure:
(a) Business segments are the primary segments. The Company's
business is organised and managed according to the nature of
the products. Each business segment is engaged in providing
products carrying risks and returns that are different from that
carried by other products.
(b) Geographic segments are secondary segments. Geographic
segments are based on the location of the customer and are
distinguished between domestic and export.
1
Allocation of common costs
Common allocable costs are allocated to each segment on a case
to case basis applying an appropriate ratio for each item of revenue
and expense. Items of revenue and expense which relate to the
enterprise as a whole and are not allocable to segments on a
reasonable basis have been disclosed separately. The accounting
policies adopted for segment reporting are in line with those of the
Company.
Parent Company: Henkel India Limited
Key Management Personel
Mr A Satishkumar (Director)
Mr Jayant K Singh (Director)
(XII)Taxation a) Names of the related parties
As a matter of prudence,the company has not recognised Deferred
Tax Asset as there is no deferred tax liability created, to make the
net deferred tax assets zero.
The break-up of deferred tax assets as at 31st December ,2009 is
as follows:
Rs.Lacs
2009
2008
A . Deferred Tax Assets
Expenses allowable against
taxable income in future year.
Carry forward Business
Loss & Depreciation
98
B .
Deferred Tax Liabilities
Timing Difference in
depreciable assets.
Deferred revenue expenses
Net Deferred Tax Assets ( A - B )
47.00 49.00
7,918.68 7,965.68 8,718.34
8,767.34
_
_
_
_
7,965.68 8,767.34
7 Information pursuant to provisions of Paragraphs 3 , 4C and 4D of Part II of Schedule VI of the Companies Act , 1956
2009
a) Opening stock
Tonnes
2008
Value
Rs. In Lakhs
Tonnes
Value
Rs. In Lakhs
Soaps
290
214.93
492
235.71
Detergents
983
365.88
1,303
383.66
Cleansers
321
151.23
322
96.20
60
96.88
83
157.40
Deodorant
25
95.38
45
148.32
Toothpaste
14
16.04
22
25.21
Others
940.34
1,046.50
b) Purchase of trading goods
7,273
5,775.70
7,029
8,629.62
Detergents
47,963
17,242.72
62,725
14,690.54
Cleansers
8,654
4,339.96
9,276
6,072.06
384
1,673.48
350
3,889.82
Deodorants
311
4,687.95
260
3,829.65
Toothpaste
410
437.08
842.06
392
643.91
1,579.95
Soaps
–
Others
–
34,998.95
39,335.55
c) Closing stock
212
120.91
290
214.93
1,423
360.96
983
365.88
Soaps
Detergents
227
90.85
321
151.23
27
35.03
60
96.88
Deodorant
30
98.14
25
95.38
Toothpaste
10
9.15
17.64
14
16.04
–
Cleansers
Others
732.68
940.34
d) Turnover
7,351
9,859.14
7,231
9,079.65
Detergents
47,523
23,809.40
63,045
26,906.77
Cleansers
8,748
5,743.69
9,277
5,027.30
417
3,792.71
373
3,232.43
Deodorant
306
1,923.14
280
1,728.33
Toothpaste
414
753.86
400
723.13
Soaps
Others
45,881.94
99
46,697.61
8. As per Accounting Standard 15 (Revised 2005) "Employee Benefits" the disclosures of employee benefits as defined in the
Accounting Standard are given below:
2009
Rs. Lacs
Leave encashment
Gratuity
Reconciliation of opening and closing balances of defined benefit plan:
(Non- Funded)
(Funded)
24.07
18.72
0.60
1.37
Interest Cost
2.08
1.48
–
(9.39)
Benefits paid
(2.68)
(1.05)
24.07
11.13
16.99
–
1.55
–
–
0.35
2.68
1.44
Benefits paid
(2.68)
(1.05)
–
19.28
–
(1.55)
–
0.35
–
1.90
Reconciliation of fair value of assets and obligations
–
19.29
–
11.13
Difference
–
(8.15)
–
–
–
–
–
(8.15)
0.60
1.37
Interest Cost
2.08
1.47
–
(1.55)
–
(9.74)
–
–
Past service cost-non-vested benefits
–
–
Past service cost-vested benefits
–
–
Net Cost
2.68
(8.45)
GOI Securities
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Funds with LIC
0.00%
100%
Bank Balance
0.00%
0.00%
Others
0.00%
0.00%
Total
0.00%
100%
0.00%
0.00%
Discount rate p.a
8.25%
8.00%
0.00%
9.00%
0.00%
0.00%
9. The previous year figures are re-grouped wherever necessary to conform with the current year figures.
100
CASH FLOW STATEMENT
Rs.Lacs
Year ended
31st Dec 2009
Year ended
31st Dec 2008
(4,499.85)
(6,852.50)
A. Cash Flow from operating activities
Net profit before taxation, and extraordinary items
Adjustments for:
Depreciation
–
–
Loss / (Profit) on sale of assets
–
–
Interest expense
Operating profit before working capital changes
Working capital changes
Decrease/(Increase) in sundry debtors
663.30
1,380.06
(3,836.55)
(5,472.44)
4,413.86
777.70
(Increase)/Decrease in loans and advances
(45.71)
702.24
(Increase)/Decrease in inventories
233.29
114.63
Increase in current liabilities and provisions
(8,853.51)
2,698.04
(8,088.62)
(1,179.83)
B. Cash flows from investing activities :
(Purchase)/Sale of fixed assets
–
–
Net cash used in investing activities
–
–
C. Cash flows from financing activities
Interest paid
(663.30)
(1,380.06)
Loan Taken / (Repaid)
8,634.90
2,230.00
7,971.60
849.94
Net increase in cash and cash equivalents
(117.02)
(329.89)
Cash & cash equivalents as at 1st January 2009
224.79
554.68
Cash & cash equivalents as at 31 December 2009
107.77
224.79
st
Jayant K. Singh
Sukhendu Ray
Domenico Mammola
A.Satish Kumar
Directors
Member No. 11205
Place : Chennai
101
Balance Sheet Abstract and Company's General Business Profile
I.
Registration details
Registration No
Balance sheet Date
U 9999 TN 1974 PLC 061338
State Code :
18
31-Dec-2009
II. Capital Raised during the year (Rs. Lacs)
Public Issue
Nil
Rights issue
Nil
Bonus issue
Nil
Private placement
Nil
III. Position of Mobilisation and Deployment of Funds (Rs. Lacs)
Total Liabilities
18,749.54
Total Assets
Source of Funds
Sources of Funds (Paid-up Share Capital)
86.00
Reserves & surplus
State Subsidy
–
Unsecured Loans
Application of Funds
Net Fixed Assets
–
Investments
Net Current Assets
(13,103.20)
18,749.54
28.64
18,634.90
–
Accumulated Losses
32,252.74
Total Expenditure
50,385.79
Profit / (Loss) After Tax
(4,499.85)
IV. Performance of the Company (Rs. Lacs)
Turnover
Processing and Other Income
Profit / (Loss) Before Tax
Earning per Share in Rs
45,881.94
4.00
(4,499.85)
(523.20)
Dividend Rate %
NIL
V. Genertic Name (s) of three Principal Product(s) / service (s) of the company (as per monetary three terms)
Product Description
3
3
4
0
D E T E R G E N T
PRODUCT DESCRIPTION
0
2
9
0
D E T E R G E N T P O W D E R
Product Description
4
3
T O
I
L E T
For CNGSN & ASSOCIATES CHARTERED ACCOUNTANTS 4
1
2
0
B A R
0
1
1
1
S O A P
On behalf of the Board
Jayant K. Singh
Sukhendu Ray
Domenico Mammola
A.Satish Kumar
Directors
Member No. 11205
Place : Chennai
102
NOTES
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104
Henkel
Henkel India Ltd.
(Regd. Office : TPL House, No.3, Cenotaph Road, Teynampet, Chennai – 600 018)
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER
AT THE ENTRANCE OF THE MEETING HALL
Folio No. / Client ID No. .................................................
Name ...............................................................................
DP ID No. ......................................................................
........................................................................................
Address ...........................................................................
........................................................................................
........................................................................................
I hereby record my presence at the Eighty Ninth Annual
General meeting to be held on 16th September 2010.
Venue
:
Rajah Annamalai Hall, Esplanade,
Chennai – 600 108.
Signature of the Shareholder ............................................
Time
:
10.30 A.M
Signature of the Proxy .....................................................
Henkel
Henkel India Ltd.
(Regd. Office : TPL House, No.3, Cenotaph Road, Teynampet, Chennai – 600 018)
PROXY FORM
I/We..........................................................................................................................................................................
of........................................................ in the district of..................................................... being a Member/Members
of Henkel India Ltd., hereby appoint......................................................................................................................
of.................................................. in the district of ................................................ or failing him...................................
of.................................................. in the district of .................................... as my/our Proxy in my/our absence to
attend and vote for me/us and on my/our behalf at the Eighty Ninth Annual General Meeting of the Company to be held
on 16th September 2010 at 10.30 A.M and at any adjournment thereof.
Signed this.................................day of ...................................2010.
Signed by the said.....................................
One Rupee
Revenue
Stamp
Note : The Proxy must be deposited at the Registered Office of the Company at TPL House, No.3, Cenotaph Road, Teynampet,
Chennai – 600 018, not less than 48 hours before the time for holding the Meeting. The Proxy need not be a member of the Company.

board of directors

Transcription

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