Corporate Information - Annual Report - 2009.pdf · b) On Company’s property situated at DSCL...

DSCL ANNUAL REPORT ‘08-’09 1

Registered Office DCM Shriram Consolidated Limited

6th

Floor, Kanchenjunga Building,

18, Barakhamba Road,

New Delhi – 110 001.

Tel. No. : (91) 11-23316801

Fax No. : (91) 11-23318072

E.mail : [email protected]

Bankers Punjab National Bank

State Bank of India

Bank of Baroda

Oriental Bank of Commerce

HDFC Bank Limited

Auditors M/s. Deloitte Haskins & Sells,

Gurgaon (Haryana)

Corporate Information

Stock Exchanges where the Securities of the Company are Listed

National Stock Exchange of India Ltd.,

Exchange Plaza, 5th

Floor,

Plot No. C/1, G Block, Bandra-Kurla Complex,

Bandra (East), Mumbai-400 051.

Bombay Stock Exchange Ltd.,

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai-400 001.

(It is confirmed that annual listing fee has been paid by the Company to the above Stock Exchanges.)

Subsidiary Companies DCM Shriram Credit and Investments Limited

DCM Shriram Aqua Foods Limited

DCM Shriram International Limited

DSCL Energy Services Company Limited

DCM Shriram Infrastructure Limited

DCM Shriram Thermal Energy Limited

DCM Shriram Energy and Infrastructure Limited

DCM Shriram Hydro Energy Limited

Hariyali Rural Ventures Limited

Hariyali Rural Foundation

Hariyali India Limited

Hariyali Insurance Broking Limited

Shriram Bioseed (Thailand) Limited

Shriram Bioseed Ventures Limited

Shriram Bioseeds Limited

Zeus Investments Limited

Bioseeds Limited

Bioseed Vietnam Limited

Bioseed Research Philippines Inc.

Bioseeds Holdings PTE. Limited

Shriram Bioseed Genetics India Limited

Bioseed Research India Private Limited

Shri Ganpati Fertilizers Limited

SBM Yarn Limited

Fenesta India Limited

DSCL-1.p65 8/26/2009, 1:21 PM1


Notice

REGISTERED OFFICE:

6th Floor, Kanchenjunga Building,

18, Barakhamba Road, New Delhi.

01

Notice is hereby given that the Twentieth Annual General Meeting of DCM Shriram Consolidated Limited will be

held on Tuesday, 11th

August, 2009 at 10.00 A.M. at Air Force Auditorium, Subroto Park, New Delhi to transact

the following business:

Ordinary Business:

1. To consider and adopt the Directors' Report, the audited Balance Sheet of the Company as at 31st March,

2009 and the Profit and Loss Account for the year ended on that date.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Shri Vimal Bhandari, who retires by rotation and being eligible offers himself

for re-appointment.

4. To appoint a Director in place of Shri Sunil Kant Munjal, who retires by rotation and being eligible offers himself

for re-appointment.

5. To appoint a Director in place of Shri D. Sengupta, who retires by rotation and being eligible offers himself for

re-appointment.

6. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company and

to fix their remuneration.

Special Business:

7. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary

Resolution:

”Resolved that pursuant to Section 293(1)(a) and other applicable provisions, if any, of the Companies Act,

1956 and subject to such consents and approvals as may be necessary, the Board of Directors of the Company

or a duly constituted Committee thereof (hereinafter referred to as the Board of Directors) be and is hereby

authorised to mortgage and/or charge all or any of the present and future movable and immovable properties

of the Company, situated at Swatantra Bharat Mills, Tonk (Rajasthan), DSCL Sugar - Hariawan, Distt. Hardoi

(U.P.), DSCL Sugar - Rupapur, Distt. Hardoi (U.P.), Shriram Fertilisers & Chemicals Complex at Kota (Rajasthan)

and Shriram Alkali & Chemicals, Bharuch (Gujarat), units of the Company, together with all buildings and

structures thereon and all plants and machinery attached to the earth, both present and future, and the whole

of the undertaking of the Company relating to the said units together with the power in favour of the lender(s)

to take over the management of the business and concern and/or undertaking of the Company relating to the

aforesaid units, mortgaged to them as per details given hereunder, in certain events of default for the purpose

of securing the financial assistance from the respective lenders as mentioned below:

a) On Company’s property situated at Swatantra Bharat Mills, Tonk

Lender Financial Assistance

As and by way of First Charge on the Plant, Machinery, Land and Building

- Punjab National Bank Rs.13.72 crores

b) On Company’s property situated at DSCL Sugar - Hariawan

Lender

As and by way of Exclusive Second Charge on the Movable and

Immovable properties

- Government of India, Ministry of Consumer Affairs, Rs. 17.42 crores

Food & Public Distribution

Department of Food & Public Distribution

c) On Company’s property situated at DSCL Sugar - Rupapur

Lender Financial Assistance

As and by way of Exclusive Second Charge on the Movable and

Immovable properties

- Government of India, Ministry of Consumer Affairs, Rs. 16.75 crores

Food & Public Distribution

Department of Food & Public Distribution

DSCL-1.p65 8/26/2009, 1:21 PM2


d) On Company’s property situated at Kota, Rajasthan

Lender

As and by way of First ranking pari passu Charge on the Movable assets

and Immoveable assets excluding Current assets and Second ranking charge

on Current assets subject to first ranking security interest in favour of the

Working Capital Lenders

- International Finance Corporation, D.C., Washington Rs. 124.59 crores

(Equivalent to USD 25 million)

e) On Company’s property situated at Bharuch, Gujarat

Lender

As and by way of First ranking pari passu Charge on the Movable assets

and Immoveable assets excluding Current assets and Second ranking charge

on Current assets subject to first ranking security interest in favour of the

Working Capital Lenders

- International Finance Corporation, D.C., Washington Rs. 124.59 crores

(Equivalent to USD 25 million)

together with interest, compound interest, additional interest, further interest, liquidated damages, commitment

charges, premia on prepayment, costs, charges, expenses and all other monies including any increase/decrease

as a result of devaluation/revaluation/ fluctuation in the rates of exchange of foreign currency involved payable

by the Company and that such mortgage(s)/charge(s), other than those at (b) and (c) above, shall rank pari passu

with similar mortgage(s) and charge(s) created/to be created by the Company to secure the financial facilities/

borrowings availed or to be availed by the Company from Financial Institution(s)/ Bank(s)/Body(ies) Corporate.

Resolved further that the mortgage(s)/charge(s) created or to be created and/or all Agreements/Documents

executed or to be executed and all acts done or to be done in terms of the above Resolution by and with the

authority of the Board of Directors be and are hereby ratified and confirmed.

Resolved further that the Board of Directors be and is hereby authorised to finalise the documents to secure

the facilities/borrowings as aforesaid and to do all such acts, deeds, matters and things as may be necessary,

desirable, expedient for implementing the above Resolution and to resolve any question or difficulty which may

arise in relation thereto, or otherwise considered by the Board of Directors to be in the best interest of the

Company.”

8. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special

Resolution:

“Resolved that pursuant to Section 163 and other applicable provisions of the Companies Act, 1956, consent

of the Company be and is hereby accorded for maintaining the statutory records viz. Register of Members &

Debenture holders, Index of Members & Debenture holders, Register of Share Transfers & Debentures and

copies of the Annual Returns with M/s. MCS Limited at their new address at F-65, 1st

Floor, Okhla Industrial

Area, Phase – I, New Delhi – 110 020.”

By Order of the Board

New Delhi (B.L. SACHDEVA)

30th

June, 2009 Company Secretary

DSCL-1.p65 8/26/2009, 1:21 PM3


Notes:

1. The relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act,1956 is annexed hereto.

2. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and

the proxy need not be a Member of the Company. A Proxy Form is sent herewith.

3. The Share Transfer Books and the Register of Members of the Company will remain closed from 28th

July,

2009 to 4th

August, 2009 (both days inclusive).

4. Members who are holding shares in physical form in identical names in more than one folio are requested to

write to M/s. MCS Ltd., the Registrar and Share Transfer Agent (RTA), F-65, 1st

Floor, Okhla Industrial Area,

Phase-I, New Delhi-110 020, enclosing their Share Certificate(s) to enable the Company to consolidate their

holding in one folio.

In terms of SEBI Circular dated 20th

May, 2009, pertaining to transfer of physical shares of the listed companies,

the transferee(s) are requested to furnish copy of their Income Tax PAN Card alongwith the Transfer Deed to

the RTA for registration of transfer of shares, irrespective of the value of the transaction.

5. Members holding shares in physical form are requested to notify immediately any change in their address to

M/s. MCS Ltd., RTA, quoting their folio numbers.

6. Pursuant to Section 205A of the Companies Act, 1956, the dividends upto the financial year 1994-95 which

remained unpaid/unclaimed had been transferred to the General Revenue Account of the Central Government.

The Members, who have not claimed their dividend for the said period so far may claim the amount from the

Registrar of Companies, NCT of Delhi and Haryana, 4th

Floor, IFCI Tower, 61 Nehru Place, New Delhi.

Pursuant to the amended provisions of Section 205A of the Companies Act, 1956, which came into effect

w.e.f. 31.10.1998, the Company is obliged to transfer any amount lying in the unpaid dividend account which

remains unpaid or unclaimed for a period of 7 years from the date of such transfer to the unpaid account to the

credit of Investor Education and Protection Fund (the Fund). The Company has already transferred the unpaid

interim dividend for the financial year 2001-02 to the Fund. Please note that no claim shall lie against the

Company or the Fund in respect of individual amounts of dividend, once the same is transferred to the Fund.

In view of this, the Members of the Company who have not yet encashed their final dividend warrant(s) for the

financial year ended 31.3.2002 and thereafter may write to the Company immediately.

7. In terms of Section 109A of the Companies Act, 1956, the Member(s) of the Company may nominate a person

on whom the Shares held by him/them shall vest in the event of his/their death. Member(s) desirous of availing

this facility may submit nomination in Form 2B.

8. In terms of Notification issued by the Securities and Exchange Board of India, Equity Shares of the Company

are under compulsory demat trading by all investors w.e.f. 21st

March, 2000. Members are, therefore, advised

to dematerialise their shareholding to avoid inconvenience in future.

9. Appointment/Re-appointment of Directors

At the ensuing Annual General Meeting Shri Vimal Bhandari, Shri Sunil Kant Munjal and Shri D. Sengupta,

Directors, retire by rotation and being eligible offer themselves for re-appointment. The information, as required

under the Listing Agreement, in relation to the aforesaid Directors is as under:

DSCL-1.p65 8/26/2009, 1:21 PM4


EXPLANATORY STATEMENT

(Pursuant to Section 173(2) of the Companies Act, 1956)

ITEM NO. 7

The Company has availed/proposes to avail financial assistance from Punjab National Bank, Government of India, Ministry of

Consumer Affairs, Food & Public Distribution, Department of Food & Public Distribution and International Finance Corporation,

Washington D.C. as detailed in the Resolution. The terms and conditions for availing the said financial assistance, inter-alia,

provide for creation of security by way of mortgage/charge on immovable properties and by way of hypothecation of movable

assets of the Company, as detailed in the resolution to respective lenders, situated at Swatantra Bharat Mills, Tonk (Rajasthan),

DSCL Sugar, Hariawan, District Hardoi (U.P.), DSCL Sugar, Rupapur, District Hardoi (U.P.), Shriram Fertilisers & Chemicals

Complex at Kota (Rajasthan) and Shriram Alkali & Chemicals at Bharuch (Gujarat) in the manner desired by the lenders and

agreed to by the Company. The creation of mortgage/charge requires approval of the Members under Section 293(1)(a) of the

Companies Act, 1956.

None of the Directors is concerned or interested in the Resolution.

ITEM NO. 8

M/s. MCS Limited, Registrar and Transfer Agent for shares, debentures, etc. of the Company (both in physical and demat form)

has shifted its office from Srivenkatesh Bhavan, W-40, Okhla Industrial Area, Phase – II, New Delhi – 110 020 to F-65, 1st

Floor, Okhla Industrial Area, Phase I, New Delhi - 110 020. The statutory records mentioned in the resolution are now being

maintained in their new Office.

Under Section 163 of the Companies Act, 1956, approval of the Members is required to keep statutory records at a place other

than Registered Office of the Company.

None of the Directors is concerned or interested in the Resolution.

Name of the Director Shri Vimal Bhandari Shri Sunil Kant Munjal Shri D. Sengupta

Date of Birth 23.08.1958 14.12.1957 20.6.1942

Nationality Indian Indian Indian

Date of Appointment on the 13.5.2003 13.5.2003 11.8.2003

Board of the Company

Qualification B.Com, C.A. B.Com, Training in Mechanical Engineering. Bachelor of Science in Physics, PGDM.

Expertise in Functional Area Delivering on accounting, budgeting and other Information Technology, Insurance, Customer Market Development, Risk Analysis and Transfer

corporate objectives in financial services. Relationship, Finance and Corporate Planning. Techniques, Managing Human Resources,

Insurance and Reinsurance Principles and

Practices, Funds Management and International

Business Relations.

Directorships held in other - AEGON India Pvt. Ltd. - Hero Cycles Ltd. - Reliance General Insurance Co. Ltd.

Indian Companies - Mirc Electronics Ltd. - Hero Management Service Ltd. - Duncan Industries Ltd.

- Kalpataru Power Transmission Ltd. - Hero Corporate Service Ltd.

- Eveready Industries India Ltd. - Hero Motors Ltd.

- AEGON Religare Life Insurance Co. Ltd. - Satyam Auto Components Ltd.

- Religare AEGON Asset Management Co. Pvt. Ltd. - Thakurdevi Investments Pvt. Ltd.

- Bayer CropScience Ltd. - Bahadur Chand Investments Pvt. Ltd.

- Easy Bill Ltd.

- Hero Honda Motors Ltd.

- Shivam Autotech Ltd.

- Thakurdevi Hydro Pvt. Ltd.

- Arrow Infrastructure Ltd.

- BML Investments Pvt. Ltd.

- Abhyuday Manufacturing and Automotive Ltd.

- Hero Mindmine Institute Ltd.

- Hero Ergo Life Insurance Co. Ltd.

- Weave Engineering and Design Ltd.

Chairman/Member of the - - Member

Committee(s) of the Board of - Audit Committee

Directors of the Company

Chairman/Member of the Chairman Chairman Member

Committee(s) of the Board of Audit Committee Audit Committee Audit Committee

Directors of other Companies - Mirc Electronics Ltd. - Satyam Auto Components Ltd. - Reliance General Insurance Co. Ltd.

in which he is a Director Member Member

Audit Committee Audit Committee

- Kalpataru Power Transmission Ltd. - Easy Bill Ltd.

- Bayer CropScience Ltd. - Hero Management Service Ltd.

- AEGON Religare Life Insurance Co. Ltd. - Shivam Autotech Ltd.

DSCL-1.p65 8/26/2009, 1:21 PM5


From the Chairman and Vice Chairman’s desk

02

Dear Friends,

We are pleased to report that your Company recorded improved performance even in a challenging macro-

environment. Strong presence in diverse sectors – agri-rural businesses and Chloro-Vinyl businesses – with multiple

revenue streams and swing capabilities enabled us to optimise earnings and face the volatility much better.

Your company has continuously invested in its businesses to build a solid and secure operating base. Being

amongst the lowest cost producers and integrating into value added products have been the constant drivers of

our efforts over the last few years. These efforts have resulted in your company:-

• Setting up ~—

275 MW of power generating capacity with multiple uses (including sale) which strengthens our

competitiveness and helps to optimize the earnings per unit of Power.

• Emerging as one of the top three manufacturers of Chlor-Alkali products.

• Building robust Agri-inputs portfolio of value added products based on strong research and intensive agri -

extension work with farmers.

• Establishing a large and integrated Sugar business in U.P.

• Strengthening the new businesses i.e 'Hariyali Kisaan Bazaar', 'Fenesta Building Systems' and 'Bioseed'.

These businesses exhibit strong potential for value growth:

• Hariyali, with over 300 outlets in 8 states, is the largest rural network of one stop destination for all needs

of the farmers and the rural households. It is aggressively enhancing its rural penetration with continuous

updation of its offerings. This would lead to high growth in revenue and margins going forward.

Expanding Agri-rural

presence,

strengthening integration

and swing capabilities in

Chloro-Vinyl to deliver

sustained growth and

superior value

DSCL-1.p65 8/26/2009, 1:21 PM6


(VIKRAM S. SHRIRAM) (AJAY S. SHRIRAM)

Vice Chairman & Chairman &

Managing Director Sr. Managing Director

• ‘Fenesta’ is developing as a synonym to uPVC Windows in the country, both in institutional and retail

segment. After achieving operating break-even during the year, it is poised for high growth in coming

years.

• ‘Bioseed’ with its strong research capabilities, has over the last decade built a prominent presence in

India, Vietnam and Philippines, and is now adding new markets. The research base has enabled a strong

product pipeline and has put this business on a high growth trajectory.

The Company’s commitment towards investing in its people resources has been strong. The employees, as always,

have demonstrated highest level of engagement in dealing with the challenges of a difficult year and have contributed

immensely towards strengthening of the Organization.

Highest standards of Corporate Governance are a strong focus in your company. We are continuously taking steps

to strengthen and update the same by adopting and institutionalizing the best practices with the help of experts.

As a responsible corporate citizen, we continue to pursue various initiatives relating to education, health,

infrastructure, farm income etc, which are aimed at improving the well being of society.

We would like to take this opportunity to thank all the members of the board, the employees, vendors, suppliers,

businesses associates, lenders and shareholders who have always supported our progress across varied businesses.

With their cooperation, we are confident of delivering superior value to all our stakeholders.

With best wishes,

DSCL-1.p65 8/26/2009, 1:21 PM7


Board of Directors

03

Shri Ajay S. Shriram

Chairman & Senior Managing Director

Shri Vikram S. Shriram

Vice Chairman & Managing Director

Shri Rajiv Sinha

Deputy Managing Director

Shri Ajit S. Shriram

Director (Sugar)

Dr. N.J. Singh

Whole Time Director (EHS)

Dr. S.S. Baijal

Shri Arun Bharat Ram

Shri Pradeep Dinodia

Shri Vimal Bhandari

Shri Sunil Kant Munjal

Shri D. Sengupta

Shri S.C. Bhargava

LIC Nominee

Company Secretary Shri B.L. Sachdeva

Audit Committee Dr. S.S. Baijal

Chairman

Shri Arun Bharat Ram

Shri Pradeep Dinodia

Shri D. Sengupta

DSCL-1.p65 8/26/2009, 1:21 PM8


Brief Profile of Directors of the Company

Shri Ajay S. Shriram, Chairman & Senior Managing Director, is a Director of the Company since 24.7.1989. He

graduated in Commerce from Sydenham College, University of Mumbai and later attended the Programme for

Management Development at the Harvard Business School, U.S.A. He is a Member of the Shareholders/Investors

Grievance Committee of the Company.

Shri Vikram S. Shriram, Vice Chairman & Managing Director, is a Director of the Company since 22.5.1990. He

graduated in Commerce with Honours from St. Xavier’s College, Calcutta and is a Member of The Institute of

Chartered Accountants of India. He is a Member of the Shareholders/Investors Grievance Committee of the

Company.

Shri Rajiv Sinha, Deputy Managing Director, is a Director of the Company since 1.11.1998. He joined the Company

in 1972 as a Management Trainee after graduating from IIT, Kanpur in Mechanical Engineering. Later, he attended

the Executive Development Programme at the Stanford University, U.S.A.

Shri Ajit S. Shriram, Director (Sugar), is a Director of the Company since 2.5.2001. He joined the Company in

1991 as an Executive after graduating in Commerce from Osmania University, Hyderabad. Later, he obtained an

M.B.A. Degree from the International Institute for Management Development, Switzerland.

Dr. N.J. Singh, Whole Time Director (EHS), is a Director of the Company since 20.11.2007. He joined the

Company in 1983 as Pollution Control Engineer. He holds M.Sc., Ph.D. Degrees and has been working as Chief

Executive, Shriram Environment & Allied Service and General Manager (Safety and Environment) with the Company

at Kota.

Dr. S.S. Baijal is a Non-Executive Director of the Company since 22.5.1990. He retired as the Chairman of ICI

Companies in India in 1987. He holds B.Sc., M.Sc., D. Phil Degrees. He is Chairman of the Board Audit Committee

and Member of the Shareholders/Investors Grievance Committee of the Company.

Shri Arun Bharat Ram is a Non-Executive Director of the Company since 22.5.1990. He is Chairman and Managing

Director of SRF Ltd. He graduated in Industrial Engineering from the University of Michigan, U.S.A. He is a Member

of the Board Audit Committee of the Company.

Shri Pradeep Dinodia is a Non-Executive Director of the Company since 18.7.1994. He graduated in Economics

with Honours from St. Stephens College, Delhi University and obtained his Law Degree from the same University.

He is a member of The Institute of Chartered Accountants of India. He is Chairman of the Shareholders/Investors

Grievance Committee and Member of the Board Audit Committee of the Company.

Shri Vimal Bhandari is a Non-Executive Director of the Company since 13.5.2003. He graduated in Commerce

from Sydenham College, University of Mumbai and is a Member of The Institute of Chartered Accountants of

India. He is currently serving as Country Head – India for AEGON N.V.

Shri Sunil Kant Munjal is a Non-Executive Director of the Company since 13.5.2003. He is Managing Director of

Hero Cycles Limited and Chairman cum Managing Director of Hero Management Service Limited and Chairman of

Hero Corporate Service Limited. He is a Commerce Graduate from Delhi University and has training in Mechanical

Engineering.

Shri D. Sengupta is a Non-Executive Director of the Company since 11.8.2003. He retired as Chairman of General

Insurance Corporation of India in June, 2002. He is a Bachelor of Science in Physics and holds Post Graduate

Diploma in Marketing from FMS, Delhi University. He is a Member of the Board Audit Committee of the Company.

Shri S.C. Bhargava, a nominee of Life Insurance Corporation of India (LIC), is a Non-Executive Director of the

Company since 11.8.2004. He retired as Executive Director (Investment) of LIC in July, 2005. He is a Commerce

Graduate from University of Mumbai and a Member of The Institute of Chartered Accountants of India.

DSCL-1.p65 8/26/2009, 1:21 PM9


The Company is organized into strategic business units managed by professional managers. The DSCL management team

has a strong, credible image in the industry. The key Members of the DSCL group Executive Team are listed below:

Shri Ajay S. Shriram

Chairman & Senior Managing Director

Shri Vikram S. Shriram

Vice Chairman & Managing Director

Shri Rajiv Sinha

Deputy Managing Director

Shri Ajit S. Shriram

Director (Sugar Business)

Dr. N.J. Singh

Whole Time Director (EHS)

Shri S.D. Omchary

Chief Executive Director (Textiles & Real Estate Development)

Shri S.K. Agrawal

Senior Executive Director – Chemicals Business

Shri K.K. Kaul

Executive Director & Resident Head - Kota

Shri S. Radhakrishna

Executive Director – Sugar Business

Dr. G.C. Datta Roy

Chief Executive - Energy Business

Shri A.K. Awasthi

Chief Executive – Hydro Power

Shri Sovan Chakrabarty

President & Business Head - Agri Inputs

Shri Rajesh Gupta

President & Business Head – “Hariyali”

Shri J.K. Jain

Senior Vice President & CFO

Shri Rajat Mukerjei

Senior Vice President and SBU Head – Plastics

Shri Sandeep Mathur

Senior Vice President & Business Head – FenestaTM

Building Systems

Shri Sushil Baveja

Head - Corporate HR

Dr. Gautam Mukhopadhyay

Senior Vice President & Business Head - Shriram PolyTech

Shri B.L. Sachdeva

Company Secretary

Subsidiaries

Dr. Sharad Sharma

President - Shriram Bioseed Genetics India Ltd.

Dr. Paresh Verma

Research Director - Bioseed Research India Pvt. Ltd.

Shri Sambit Satapathy

Country Head - Bioseed Vietnam Ltd.

Shri Rajeev V. Nayak

General Manager - Bioseed Research Philippines Inc.

Senior Executive Team

04

DSCL-1.p65 8/26/2009, 1:21 PM10


Our Businesses

1. Chloro-Vinyl business:

• Chemicals Business: This comprises of Caustic Soda (Lye and flakes), Chlorine (Liquid and Gaseous) and

associated chemicals including Hydrochloric acid, Stable Bleaching powder, Compressed Hydrogen and

Sodium Hypochlorite. The Company has two manufacturing facilities located at Kota (Rajasthan) and

Bharuch (Gujarat) with full captive power. It has increased the capacity of its chlor-alkali manufacturing

facility at Bharuch from 200 TPD to 440 TPD and also set up a 48 MW coal based power plant to

generate economical power at Bharuch.

• Plastics Business: This is highly integrated, covering manufacture of PVC resins and Calcium Carbide,

PVC Compounds and UPVC Fenesta Windows (a consumer product). The Company is able to capture

value at each stage of the entire value chain.

i. PVC Resin is fully integrated with captive production of acetylene, chlorine and coal based power,

located at Kota.

ii. PVC Compounds of which the Company is the largest manufacturer in the organised sector is backed

by an innovative Polymer Application Development Centre (iPAC) at Gurgaon, India.

iii. The Cement business, located at Kota is based on waste generated from the Calcium Carbide production

process.

iv. Fenesta Building Systems manufactures UPVC windows (Un-Plasticized PVC) and door systems under

the brand “Fenesta”. It offers complete solutions right from design, fabrication to installation at the

customer’s site.

2. Agri-Business:

i. Urea: The Company has the dual feed naphtha/LNG based urea plant with a capacity of 3.79 lakh T.P.A.,

located at its integrated manufacturing facility at Kota. It is currently operating on 100% LNG.

ii. Sugar: The Company’s sugar business comprises of 4 facilities with a combined capacity of 33,000 TCD

in Central U.P. and co-gen power capacity of 94.5 MW.

iii. Hariyali Kisaan Bazaar: These are ‘Rural Business Centres’ which are a one stop solution to the multiple

needs of the rural communities (both business and family needs). Currently there are 301 such outlets in

operation.

iv. The Agri-Inputs business: This business provides total agri-inputs to farmer community by offering a

range of fertilizers, micro-nutrients, hybrid seeds, pesticides etc. through its wide distribution network.

v. Seeds: The Company offers a range of hybrid seeds under the brand ‘Bioseed’ in the country through its

subsidiary Shriram Bioseed Genetics India Ltd. The Company also operates seeds business in Vietnam,

Thailand, Philippines and Indonesia.

3. Other Businesses:

i. Textiles: The Company has a small textile operation in the form of 12,856 spindles spinning unit at Tonk

in Rajasthan. The expansion of capacity has resulted in enhanced production from 6 tonnes per day to 12

tonnes per day.

ii. Energy Services (ESCO): This business assists energy users (industrial, institutional, commercial users) in

achieving efficiency in energy usage, provides engineering and project management services for biomass/

conventional fuel based power plants.

05

DSCL-11.p65 8/26/2009, 1:21 PM11


Core values and beliefs

The Company’s core values and beliefs are a reflection of its commitment to build a world

class, learning organization, to excel and win in all its endeavours:

Customer Focus

• Be sensitive to the needs of the customer; develop superior customer insight

• Commitment to surpass expectations and deliver superior value

Innovation and Excellence

• Think differently and promote creativity

• Make continuous improvement a way of life; drive excellence

People Development

• Continuously improve and upgrade the skills and competencies of our people

• Support people to realise their potential

Team work

• Work closely as a cohesive, well-knit team

• Inculcate a spirit of openness and collaboration

Relationships and Human Dignity

• Value people and partnerships

• Nurture understanding, compassion, trust and respect in all relationships

Social Responsibility and Ethics

• Be a socially responsible corporate, addressing the needs of the community and environment

• Conduct business ethically

• Maintain highest standards of personal integrity

06

DSCL-11.p65 8/26/2009, 1:21 PM12


Financial Highlights

(Rs. Crores)


2002 2003 2004 2005 2006 2007 2008 2009

Gross Sales 1053.7 1376.0 1556.6 1977.4 2535.8 2938.2 2770.1 3681.35

Net Sales

- Own Products 714.7 1057.6 1175.3 1375.7 1735.1 1945.8 2211.0 2711.3

- Traded 280.4 237.0 288.2 493.2 656.8 821.5 363.0 789.5

- Total 995.1 1294.7 1463.4 1868.9 2391.9 2767.4 2573.9 3500.8

PBDIT 143.7 187.2 201.3 235.3 295.1 239.6 218.0 400.3

Interest 65.4 61.9 42.1 34.7 49.4 79.1 87.6 150.4

PBDT 78.3 125.3 159.2 200.6 245.7 160.5 130.4 249.9

Depreciation & Misc. exp. w/off 47.4 54.8 55.2 57.3 73.2 93.4 123.7 148.7

PBT 30.9 70.5 104.0 114.8 172.5 67.1 6.7 101.1

Profit after Current Tax 28.5 58.7 95.7 93.6 153.2 66.8 5.8 93.1

Profit after Deferred Tax 11.2 52.7 75.6 107.7 121.0 43.4 -1.3 122.6

Cash Profit 44.8 104.6 150.9 162.8 226.6 160.2 126.6 241.9

Total Funds Employed/ Utilised 884.7 915.9 920.7 1259.2 1775.0 2288.8 3104.0 3399.58

Share Capital - Equity 16.7 16.7 16.7 16.7 33.3 33.3 33.3 33.34

Net Worth 227.3 272.5 333.0 443.2 525.5 554.1 1149.3 1268.53

Minority Interest - 10.2 12.0 14.9 17.7 17.7 - -

Deferred Tax liability 84.6 89.5 109.5 95.4 146.7 170.1 171.2 143.9

Long term loans 401.8 403.0 344.7 504.7 740.2 789.5 991.0 1234.4

Short term loans 171.0 140.8 121.5 201.1 344.9 757.7 792.5 752.7

Net Fixed Assets 592.5 652.1 652.8 870.0 1272.5 1780.8 2056.6 2288.8

Net Current Assets 276.1 256.9 260.1 356.2 490.9 498.9 1035.3 1097.3

Investments 7.1 6.4 7.7 33.0 11.7 9.1 12.0 13.4

Earnings per share (Rs.)* 0.7 3.2 4.4 6.3 7.1 2.6 -0.1 7.4

Dividend per share (Rs.)* 0.9 0.9 1.2 1.6 0.9 0.8 3.3 0.8

Ratios

2002 2003 2004 2005 2006 2007 2008 2009

Return on Net Worth ** 4.1 21.1 25.0 27.7 25.0 8.0 - 10.1

Return on Capital Employed 14.5 18.1 20.2 21.6 18.7 10.3 4.7 9.7

Operating Margin 14.4 14.5 13.8 12.6 12.3 8.7 8.5 11.4

Capital Employed turnover ratio 1.1 1.4 1.6 1.5 1.5 1.4 1.1 1.0

Interest to Net Sales % 6.6 4.8 2.9 1.9 2.1 2.9 3.4 4.3

PAT to Net Sales % 1.1 4.1 5.2 5.8 5.1 1.6 - 3.5

Long term Debt/PBDIT 2.8 2.2 1.7 2.1 2.5 3.3 4.5 3.1

Long term Debt/Net Worth 1.8 1.5 1.0 1.1 1.4 1.4 0.9 1.0

Total Debt/Net Worth 2.5 2.0 1.4 1.6 2.1 2.8 1.6 1.6

Total Outside Liabilities/Net Worth 3.2 2.5 2.3 2.5 3.2 4.4 2.0 2.1

Interest Cover 2.2 3.0 4.8 6.8 6.0 3.0 2.5 2.7

Notes:

- * On face value of Rs. 2 per share Post Bonus and Split of shares in 2006

- **Profits for the year 2002 are before exceptional items of Rs. 29.8 crores

- **Profits for the year 2008 are before exceptional items of Rs. 664.5 crores

- **Return on Net Worth has been computed using average Net Worth

- Drop in PAT & Net worth related ratios in 2002 due to deferred tax provisioning.

07

DSCL-11.p65 8/26/2009, 1:21 PM13


Management Discussion and Analysis

08

Performance Review

The Company reported satisfactory growth in a

challenging macro operating scenario. All businesses

reported healthy operational performance driven by

implementation of expansion plans and swing

capabilities to maximize earnings. The key highlights

of the FY2009 are as follows:

• Net Revenues at Rs. 3439 Crore registered a

growth of 36% over last year:

1. Growth was driven by Agri Businesses which

include Agri Inputs, Fertiliser and Sugar. These

businesses achieved 37% increase in revenues.

2. The Chloro Vinyl Business which includes Chlor-

Alkali (Chemicals), PVC resins and Power,

registered 21% increase in turnover driven by

expanded Chlor-Alkali facilites.

3. Hariyali Kisaan Bazaar, part of our Rural value

chain, grew volumes at existing as well as new

outlets. The number of outlets reached 301

across 8 states.

• PBIT was up by 153% at Rs. 223 crore compared

to Rs. 88 crore last year. The segmentwise PBIT

performance was as under:

Particulars FY 2009 FY 2008

Rs. Crore %of Total Rs. Crore % of Total

Agri Businesses

Urea 25.8 7.2 19.7 9.9

Agri inputs 23.1 6.4 7.3 3.7

Sugar 87.9 24.4 (5.0) (2.5)

Sub total 136.7 38.0 22.0 11.1

Chloro-Vinyl 197.5 54.9 149.0 75.0

Cement 25.5 7.1 27.6 13.9

Total 359.7 100.0 198.6 100.0

Hariyali Kisaan Bazaar (64.6) (29.6)

Other Businesses (3.5) (17.5)

Unallocated Expenditure (68.8) (63.6)

Grand Total 222.8 87.9

1. Agri Businesses witnessed a turnaround with

a 522% increase in PBIT at Rs. 137 Crore.

Sugar and Agri Inputs business provided the

major thrust.

2. In Chloro-Vinyl business PBIT was up 33% at

Rs. 198 Crore, due to higher volumes in Chlor-

Alkali (part of this segment) consequent to the

capacity expansion to 765 TPD and completion

of 48 MW Coal based captive power plant and

the swing capability to sell more power when

downstream products primarily PVC resins (part

of this segment) witnessed stress.

3. The Hariyali Kisaan Bazaar witnessed higher

losses, consequent to accelerated pace of

expansion, which was as per plan.

4. Fenesta Building Systems achieved operating

breakeven during the year.

• PAT for the year stood at Rs. 101.79 Crore as

compared to a loss of Rs. 3.03 Crore (without

exceptional items) in the corresponding period last

year. PAT also takes into account Deferred Tax

credits relating to previous periods.

Business-wise performance review

and outlook

Business Mix

DSCL-14.p65 8/26/2009, 1:21 PM14


Business Performance

Year Sales (MT) Realizations

(Rs./MT)

FY2009 1,80,547 22,124

FY2008 1,66,249 18,276

% Change 8.6% 21.1%

The Chemical business of the Company reported a

healthy performance due to stable market conditions

and completion of expansion at Bharuch Chemicals

complex. The expansion led to growth in volumes and

the 48 MW Coal based captive power plant has brought

in cost efficiencies. As regards other input costs, the

price of salt has stabilized at higher level which is an

area of concern.

Industry Overview and Outlook

The Chlor-Alkali industry in India has about 35 operating

units with a combined installed capacity of 2.9 million

tonnes of Caustic Soda. The top three players comprise

about 1/3rd

of the total installed capacity. The domestic

demand for Caustic Soda and Chlorine is about 2.3

million tonnes and 1.90 million tonnes respectively.

The demand for Caustic soda is growing at ~ 4% p.a.

and that of Chlorine at ~2% p.a.

During the year international ECU prices touched a

high of over $ 650/Tonne, as were all the commodity

prices. Post October 2008, there was a moderation in

global demand with prices ranging between $ 250-

300/tonne. However domestically the demand has

not seen a noticeable reduction. The prices which saw

a decline in 3rd

quarter of FY 09 bounced back in quarter

ending March 09. Further with the economy looking

up again, the GDP growth will drive the growth of this

Industry

Our Strategy

With the project completion at Bharuch, the Company

has now achieved cost competitiveness and enhanced

scale of operations, the full year benefits will accrue

in the next year. The Company is making efforts to

market higher quantity of by-products and also working

on enhancing the Flakes capacity, which is expected

to deliver better realizations. The Company is also

exploring strategic sourcing of key raw materials like

salt, barium carbonate and coal with an objective of

securing supply as well as to reduce costs.

The Company will continue to maximize returns per

Chloro – Vinyl Businesses

DSCL’s Chloro-Vinyl business is highly integrated,

supported by 143 MW coal based power facilities (part

of 275 MW power capacity in the Company). This

business has multiple revenue streams, the major being

Chlor-Alkali (Caustic Soda and Chlorine), PVC resins,

Calcium carbide and Power. These revenue streams

ensure maximization of earnings per unit of power

produced and lend stability to Chloro-Vinyl operations.

The contribution of this business to total Revenue,

PBIT and its share of Capital Employed for FY 2009 is

as follows:


Rs. Crore Rs. Crore

Sales 840.7 694

PBIT 197.5 149

Capital Employed 813 780.4

Chlor – Alkali

Chlor-Alkali has Caustic Soda and Chlorine as the two

Co-products. These are basic industrial chemicals, used

primarily by Aluminum, Paper and Soap Industry. The

growth of this industry has a direct correlation to the

GDP growth in the economy.

The Company’s Chlor-Alkali manufacturing facilities

at Kota (Rajasthan) and Bharuch (Gujarat) add up to a

total capacity of 765 TPD; thereby placing it among

top three players in the domestic Chlor-Alkali industry.

During the year the capacity expansion at Bharuch was

completed thereby adding 240 TPD, along with setting

up of 48 MW Coal Based captive power plant.

DSCL-14.p65 8/26/2009, 1:21 PM15


unit of Power both from Kota and Bharuch and will

further strengthen the swing capability.

PVC Resins

The PVC Resins business is an integral part of the

Chloro-Vinyl business, with complete backward

integration in terms of Power, Chlorine and Calcium

Carbide and has developed forward value chains which

includes PVC Compounding, Cement and Fenesta

Building Systems. These multiple products at both

ends, provide the ability for product swings to maximize

the returns.

DSCL has an annual capacity of 70,000 TPA of PVC

Resin at its Kota Manufacturing Complex, 112,000

TPA of Calcium Carbide of which, approx. 80% is used

to produce Acetylene for production of PVC resins,

balance ~ 22,000 MT is marketed is sold as packed

Carbide.

The Company manufactures PVC Resin through

Carbide/Acetylene route as against Ethylene route

which is being followed by most of the companies

manufacturing PVC worldwide except China. This route

enables superior product that is preferred by quality

conscious customers. The integrated nature of this

operation results in low the cost of production, and

also provides a hedge against volatility in crude prices.


PVC Resins Calcium Carbide

Year Sales (MT) Realizations Sales Realizations

(Rs./MT (MT) (Rs./MT)

FY2009 35810 51993 21600 35703

FY2008 57125 46712 16824 26815

% Change (37.3)% 11.3% 28.4% 33.1%

The PVC Resin witnessed stress in the second half of

the year, in terms of high input cost and low

realizations. The Carbide business however held to the

high realizations. The Company consciously took the

decision to reduce the production of PVC resins and

sell more of Power and Carbide, thereby utilizing its

swing capabilities to the optimum.


The Total installed capacity of the domestic PVC

industry is about 1.1 million tonne. There are five

players in the industry and the largest accounts of

2/3rd

of the total capacity.

The current demand in the country is ~1.4 million

tonne out of which 74% of demand is met by the

domestic Resin suppliers and balance is being imported.

PVC Resin is used for a wide range of applications like

manufacturing of pipes & fittings, films & sheets, wires

& cables, windows & door profiles, medical tubing &

pouches, and footwear etc. The growth of this business

follows the GDP growth and especially that of

Infrastructure sector.

The domestic PVC demand has been growing at a

CAGR of approx. 6-7% over the past few years. In

Financial Year 2009 the demand growth was buoyant

in first half of the year, however stagnated in second

half. To add to this, the global demand plummeted

leading to crash in international prices of PVC resins.

The prices fell from a high ~ $1200/tonne to ~$ 550/

tonne as a result of which the domestic prices also

witnessed a sharp decline. The international as well

as domestic prices are now recovering on the back of

signs of revival of economic growth globally.

Our Strategy

Going forward, the Company will continue to explore

possibilities of adding to the existing swing capabilities

in this business.

Power

Power being one of the key inputs, is one of the most

critical business activity of the Company. The Company

currently has a total installed capacity of 275 MW at

various locations, of which 181 MW is Coal based

and 94.5 MW is Bagasse based. Of this 51.5 MW

bagasse based power is dedicated to supply to power

distribution companies. The balance 223.5 MW has

multiple uses and revenue streams. The Company built

swing capabilities to use power for various revenue

streams so as to maximize the earnings per unit of

power. It keeps strengthening these swing capabilities

further to enhance profitability.

Going forward, the Company will work towards

securing the supply of Coal on Long term basis at

economical costs.

Agri Businesses

Urea

DSCL Fertilizer Plant has an approved capacity of

3,79,000 TPA of Urea at its integrated manufacturing

complex at Kota, Rajasthan. The Company is the lowest

cost producer of Urea in the Pre -92 naphtha based

group and markets its product under the ‘Shriram Urea’

brand. The ‘Shriram’ brand under which the Company

DSCL-14.p65 8/26/2009, 1:21 PM16


markets all its fertilizers, commands respect and

invokes affinity within the farming community.

In 2006-07, the plant was modified to be capable of

having Natural Gas / LNG as its feedstock besides

Naphtha. However, availability of Natural Gas / LNG

in FY2009 was restricted. The Company has now

entered into a Long Term Gas Supply agreement to

procure Natural Gas from KG Basin, meeting its full

requirement. Moving to Urea production based on

Natural Gas will benefit the Company in terms of lower

outstanding subsidies and higher energy efficiencies.


The contribution of the businesses to total Revenue,

PBIT and Capital Employed for FY2009 stands as

follows:


India is the second largest producer and consumer of

Urea in the world. Urea is the most widely used fertilizer

in India and constitutes to about 72% of entire fertilizer

consumption. High Nitrogenous content as well as low

farm gate price (which is fixed by the government)

makes it an attractive nutrient for the farmers vis-à-

vis other nutrients. The fertilizer industry continues to

suffer highly on account of delayed subsidy payments

and uncompensated cost escalations due to rising input

costs. The problem has further aggravated lon account

of issuance of fertilizer bonds by the Ministry of Finance

in lieu of subsidy payments to the Fertilizer Companies.

The bonds trade at a discount to face value resulting

in losses.

Our Strategy

Company intends to work towards improving the

energy efficiencies in the manufacturing process. The

availability of Natural Gas will add to its efforts. Further

the Company will also like to evaluate the benefit of

New fertilizer policy under which additional benefits

accrue if the production is more than the approved

capacity, as it did in current year as well.

Sugar

DSCL with a Capacity of 33,000 TCD is one of the

major player in the UP Sugar Industry. The Company

has four sugar units located across Central U.P. at

Ajbapur (10,500 TCD), Rupapur (6,500 TCD),

Hariawan (8,000 TCD) and Loni (8,000 TCD). The

four units have a total sugar co-generation power

facility of 94.5 MW out of which 51.5 MW is dedicated

to sale to power distribution companies.

The key operating parameters for the year are as

follows:


Rs. Crore Rs. Crore

Sales 797.5 704.8

PBIT 25.8 19.7

Capital Employed 203.8 206.2

Product Sales (MT) Realizations

(Rs./MT)

FY2009 3,94,513 20,216

FY2008 3,78,913 18,642

% Shift 4.1% 8.4 %

The business witnessed marginal increase in revenues

and profitability in FY2009 on account of higher

volumes and realizations. The Company produced

additional urea over reassessed capacity, in line with

the government policy under NPS III. As per the policy

provisions, manufacturers are permitted to retain 35%

of net gain over Import Parity Price (IPP –Actual variable

cost).

(Figures in lac quintals)

Ajbapur Rupapur Hariawan Loni Total

Sugar Season 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Season (days) 91 123 71 106 75 105 78 108 — —

Cane Crushed 66.3 111.8 32.3 58.9 31.9 61.7 38.7 66.7 169.3 299.2

Recovery Rate 8.88 10.56 8.24 9.53 9.12 10.28 8.86 10.07 8.80 10.19

(%)

Sugar Produced 5.9 11.8 2.6 5.6 2.9 6.3 3.4 6.7 14.9 30.5

Financial Year

Cane crushed 66.3 137.2 32.3 70.7 31.9 66.7 38.7 81.6 169.3 356.3

Sugar Produced 6.0 14.5 2.6 6.8 2.9 6.9 3.4 8.4 14.9 36.7

Sugar Sold 12.0 12.8 5.4 5.1 6.1 5.5 7.1 5.6 30.6 29.0

DSCL-14.p65 8/26/2009, 1:21 PM17



The improved performance was largely due to firming

up of prices during the year as the company sold its

low cost inventory of Sugar season 2007-08. For the

sugar season 2008-09, the Company crushed ~169

lakh quintals (~299 lakh quintals in SS 2008) of cane

producing 14.9 lakh quintals (36.7 lakh quintals of

sugar in SS 2008) of sugar with an average recovery

of 8.80% (10.19% in SS 2008).The lack of Sugarcane

availability and lower yield as well as recovery due to

climatic conditions led to lower crushing and hence

production at a higher price.

The Company had accounted for cane purchases for

sugar year 2007-08 at Rs. 110 per quintal, the rate at

which it has made payment to the cane growers as

per the interim order of the Hon’ble Supreme Court,

against the price of Rs. 125 per quintal fixed by the

Uttar Pradesh State Government. Necessary

adjustments will be made in accordance with the orders

of the Hon’ble court in the matter.

The contribution of the business to total Revenue, PBIT

and Capital Employed for the FY2009 stands as

follows:

steady pace of 2% and is expected to be around 165.8

million tonnes for 2008-2009 as against 162.2 million

tonnes for 2007-2008. Thus on a global basis there

has been a deficit of around 8.3 million tonnes between

production and consumption in 2008-2009 causing a

positive impact on world sugar prices.

India is a dominant player in the global sugar industry.

It is the second largest producer (after Brazil) and the

largest consumer of sugar in the world. The availability

of sugarcane is seasonal in nature which causes

cyclicality in sugar production. The cane crushing

season in India begins in October and goes on till April-

May except in South India where it extends up to July-

August.

All India production decreased from 26.3 million tonnes

in the sugar season 2007-2008, to around 14.6 million

tonnes in the previous sugar season. This decrease in

production can be attributed to adverse climatic

conditions and remunerative prices of alternate crops

like wheat and paddy. The demand for Sugar in India

is about 23 million tones.

The U. P. Government has declared the SAP for the

general variety of cane for the sugar season 2008-

2009 at Rs.140 per quintal as against the SMP of Rs.

81.18 fixed by the Central Government.

Our Strategy

In order to partially mitigate the impact of cyclicality

associated with the Sugar business, the Company has

invested in Sugar Co-generation facilities at Hariawan

and Loni unit by increasing its capacity to 94.5 MW

and power export capacity to 51.5 MW to ensure

continuous flow of revenues that can be optimized by

selling power to the grid.

The season 2008-2009 saw a drop in recovery. In

order to improve the recovery rates the Company has

initiated projects for development of good quality, high

yielding sugarcane.

Agri – Inputs

The Agri-Inputs Business provides a wide rage of farm

inputs to the farmer including Fertilizers, Seeds and

Pesticides. The Shriram brand of Agri-Inputs is known

for its quality and enjoys a very high brand value in

the market. The product range has been continuously

expanded to better serve the requirements of the

market. These products are backed up by an extensive

services network that helps in transferring the latest

technology and improving the farming practices.


Rs. Crore Rs. Crore

Sales 611.8 474.3

PBIT 87.9 (5)

Capital Employed 1207 1254


The world sugar production is estimated at 157.5

million tonnes as against the last year’s production of

168.6 million tonnes. The fall in production can be

attributed to lower production in India and EU.

The world sugar consumption has grown at a fairly

DSCL-14.p65 8/26/2009, 1:21 PM18


As part of its drive to help the farmer increase crop

productivity and standard of living, the Company also

pioneered an Agri-education program in the name of

Shriram Krishi Vikas Kendra (SKVK). The program

envisages to educate the farmer community about the

best practices in Agriculture.




follows:

The increasing yield can be achieved only through

improved and informed use of various Agri-Inputs like

fertilizers, hybrid seeds, micro-nutrients, pesticides etc.

The demand for Agri inputs is therefore expected to

register robust growth in medium term and the private

sector which facilitate delivery of the inputs and know-

how to farmers will play an increasingly significant

role.

Our Strategy

The steps taken in the last 2 years in terms of

reorganization of the Agri Input portfolio enabled the

Company report significantly better earnings from this

business, while also limiting the level of working capital

required to run this operation. The Company will

continue to add latest generation products to its

portfolio and strengthen its capabilities to deliver the

same to farmers in more effective manner.

Bioseed

The Bioseed business of the Company housed in 100%

subsidiaries, is a key element of Agri portfolio. The

business includes strong research capabilities,

production, processing and marketing. It has

established significant presence in India, Vietnam and

Philippines. It is also developing market in Thailand,

Indonesia and China. In terms of crops, its offerings

include Corn, Cotton, Paddy, Millet and Vegetable

Seeds. Over last decade, it has made significant

investment in research which has enabled it to develop

a strong product pipeline. The products launched in

last two years have gained good farmers’ acceptance

by delivering superior performance over competing

products. The business is poised for high level of growth

in turnover and profits over the next couple of years.

Hariyali Kisaan Bazaar

This business with its unique operating model has

evolved as a ‘Rural Business Centre’, symbolizing trust,

reliability and respect among the rural community. The

business portfolio of Hariyali consists of Retail, Financial

services and Agri businesses like commodity trading,

Warehousing, seed production, milk collection and

cattlefeed etc. Hariyali Kisaan Bazaar targets to provide

a complete solution to the farmer in terms of Input as

well as Output.

The industry structure in all the rural areas is highly

fragmented with very little presence of organized and

large players. The performance of the Agri sector in


Rs. Crore Rs. Crore

Sales 428.5 158.5

PBIT 23.1 7.3

Capital Employed 68.7 59

DSCL’s endeavor to adapt & excel in the dynamic

environment and strategy to focus on value added

products is paying off. After turning around the

business in FY2008, DSCL continued its efforts in

aggressively growing it further. Revenue and PBIT

increased from Rs. 158.5 Crore and Rs. 7.3 Crore in

FY2008 to Rs. 428.5 Crore Rs. 23.1 Crore in FY 2009,

respectively.

Overview and Outlook

In view of the limited land available for cultivation, the

higher food requirement can only be met by a rapid

improvement in the farm productivity. While some

initiatives like the National Food Security Mission are

aimed at addressing the productivity challenge, the

Private Sector will also have to play a pro-active role

and participate fully in this mission to achieve some

tangible gains.

DSCL-14.p65 8/26/2009, 1:21 PM19


the last year has been fairly robust driven by higher

MSPs and improved productivity levels. This has

provided an opportunity to further grow and strengthen

the position of Hariyali Kisaan Bazaar in the market.



follows:


Rs. Crore Rs. Crore

Sales 419.1 222.1

PBIT (64.6) (29.6)


The Company has achieved the targeted Critical mass

of 301 outlets as on 31st March 09 with presence in

the States of Uttar Pradesh, Haryana, Punjab,

Rajasthan, Uttaranchal, Madhya Pradesh, Andhra

Pradesh and Maharashtra. During the year Company

registered ~90% increase in revenues, the losses in

the Business also moved up as was anticipated based

on the pace of expansion.

The key concern inherent in the retail business is to

ensure steady throughput of products so that the risks

with respect to inventory management, product

obsolescence and price volatility can be effectively

managed. Adequate management attention and focus

is being provided in this area to ensure that these risks

are managed properly. The Commercial processes and

internal control systems are also being continuously

reviewed and strengthened to keep pace with the

increased scale and spread of the operations.

The Company has already invested in a strong IT

platform to manage the transactions and provide timely

information. The IT infrastructure has been further

reinforced with the installation of SAP-MAP, which is

an advanced software used for merchandise

assortment and planning.

Our Strategy

The focus going forward would be to scale up sale

volumes of all retail categories form each outlets, to

roll out Financial services, warehousing, output side

activities (including Milk collection, Commodity trading,

Variety seeds etc.) to as many outlets as possible, to

improve margins, to develop strategic alliances with

key Vendors and to attract larger footfall at the outlets

through various customer loyalty and brand

enhancement programs.

Other Businesses

Fenesta Building Systems

The UPVC window and door systems, pioneered by

DSCL under the brand name ‘Fenesta’ constitute the

forward value chain of the PVC business. Fenesta has

been able to establish the acceptability of its product

line in the market and is regarded as a leader pan India.

The product has features such as sound resistance,

thermal resistance, high durability and is low on

maintenance.

The Company provides end to end solution from design,

extrusion, to fabrication and finally installation. The

extrusion facility located at the Company’s integrated

complex at Kota is a state of the art facility using

imported machinery and equipments that match global

standards. The Company currently has five fabrication

facilities located at Bhiwadi (near Delhi), Mumbai,

Bangalore, Hyderabad, and Chennai. Besides these

locations, the Company has full-fledged marketing

offices in 12 cities and operates through 73 dealer

network in 23 cities.

During the year the business was impacted by the

slow down in the Real Estate Sector. However with

the focus on the retail sector, the Company has

managed to achieve operating breakeven in financial

year 2008-09.

The order book outstanding as on March 31, 2009 is

122,491 windows and the orders executed during the

year were 140,625 windows.

Our Strategy

The effects of the downturn in the Real Estate market

have affected all sub-sectors that are dependent on

the reality industry. Therefore, the Company has

extended its focus on the retail segment where the

contribution is higher and the growth prospects are

more optimistic. The Company is emphasizing on

expansion of dealer network in local & upcountry

markets. Greater focus is also being given to

commercial segments like hotels, service apartments,

schools and factories. In view of the low cost housing

gaining momentum, the Company is developing new

products to cater this market segment.

The Industry is witnessing entry of global as well as

domestic players. The Company believes that this will

facilitate the future growth of the industry as it will

bring in global practices and help in increasing

penetration of the product that will benefit all market

DSCL-14.p65 8/26/2009, 1:21 PM20


players. At the same time, DSCL’s first-mover

advantage, technological edge, product range suitability

to Indian conditions, contemporary design, superior

delivery model, synergy from integration and customer

care services will help the Company sustain its

competitive edge and grow at a fast pace going

forward.

Cement

DSCL’s cement plant is an excellent example of waste

management. The plant is based on waste Calcium

Hydroxide sludge produced during Acetylene

generation at its integrated manufacturing plant at

Kota. The current capacity of plant is 4,00,000 TPA.

It produces high quality, premium grade of both,

ordinary portland and blended cements. The cement

is characterized by light colour i.e. high degree of

whiteness, superior strength and setting properties.

As a result, the “Shriram” cement commands a strong

brand equity and premium in the market.


The Indian cement industry, with a total capacity of

approx. 208 MMT tonnes, is the second largest

producer of the cement in the world after China.

Demand growth in FY2009 has been ~8% over the

previous year and is likely to decline to 6-7% in FY2010

due to slow down in the Real Estate sector. Despite

the slow down, the prices have not seen any major

decline. With the revival of economy and more so of

infrastructure sector the demand is expected to remain

robust.



and Capital Employed for FY2009 stands as follows:


Rs. Crore Rs. Crore

Sales 128.2 119.5

PBIT 25.5 27.6


Product Sales (MT) Realizations

(Rs./MT)

FY2009 3,80,284 2,616

FY2008 3,68,473 2,589

% Shift 3.2% 1 %

The business reported stable performance during the

year in a tough operating environment. The revenues

were higher primarily on account of higher realizations

on the back of firm demand-supply outlook, while

increase in prices of key inputs like coal, limestone

etc. affected the operating margins.

PVC Compounds

DSCL is the largest manufacturers of PVC Compounds

in the organized sectors, with a total capacity of 29,700

TPA. The position was further consolidated through

capacity expansion by 6300 TPA, with commissioning

of a new state of the art compounding line at its Kota

facility. The focus on new products and applications

development has further been intensified at DSCL’s

innovative Polymer Application Center (i-PAC) to bring

in innovative and high end value added products.

Industry Overview

PVC Compounds are intermediate products used by

different industry segments like wire & cables,

automotive, food and medical, footwear, and now by

user of engineering plastics for selected niche

applications demanding specific performances. This

industry is largely unorganized and comprises a number

of small players. DSCL is the largest organized player

and produces PVC Compounds for merchant sale.

With general slow down of economy, most PVC

Compounds users are facing difficulty in maintaining

growth momentum. The compounding industry is

expected to face some temporary slowdown in demand

and achieving growth in these segments may take

sometime. We expect the industry to regress to

normalcy as the economy starts recovering.


Market dominance of DSCL, even in face of general

economic slowdown and competition from small and

unorganized players in compounding business, has

been maintained. Business registered a growth of about

18%, which is more than double of the PVC industry

growth during the year.

Company’s focus on new products & applications

development, formulation cost & procurement cost

reduction, better quality & higher productivity, growth

of customer and supplier base etc. has paid rich

dividends. The Company has also engaged in

technology development work with potential of creation

of intellectual properties. Share of higher value added

DSCL-14.p65 8/26/2009, 1:21 PM21


products in overall sales was maintained and is

expected to grow in future with commercialization of

specialty Resin based compounds.

Our Strategy

Development work on specialty PVC Resin based

compounds has progressed satisfactorily. Approval

process from OEMs and their vendors in a few target

applications is in advanced stage. These products and

applications potentially open up new opportunities to

enhance share of higher value added products in the

product basket. The Company expects reasonable sale

and application growth in the near term.

Textiles

DSCL has a spinning unit at Tonk in Rajasthan with an

increased capacity of 14,544 spindles. The Company

has implemented an expansion cum modernization

project, the total capacity has increased from 6 tonnes

to 12.4 tonnes per day and move to finer counts. The

project was completed in December 2008.

Going forward, the Company will continue its drive

towards cost rationalization and improving efficiencies.

Human Resources and Industrial

Relations

The Company has, as always, maintained its focus on

development of its human resources and maintaining

harmonious industrial and employee relations across

the organization, as part of its people philosophy and

commitment towards upholding of its core value and

belief. Our Company has always believed that people

are fundamental to the growth. The company continues

to work towards the over arching objective of becoming

an employer of choice where people are respected,

cared and developed at a personal and professional

level.

Human Resources Growth and Optimisation

The human resources in various businesses of the

organization have been fairly steady and grown

gradually wherever there has been the need for

expansion and growth. The focus during the year has

been more towards building efficiency and improving

the productivity standards through various process

improvements and quality initiatives.

Employee Engagement and Initiatives

The Organisation has during the year worked towards

strengthening employee engagement and building a

strong connect through various initiatives and

processes across various units and businesses. During

the year, the various HR processes and systems have

been further strengthened through strategic initiatives

in the area(s) of Talent and Leadership Development,

Capability Building, Performance Management,

Employer Branding and others using Cross functional

teams.

Training & Development

The Organisation, as in the past, has been working

relentlessly towards building skills and competencies

of people in the technical, functional and behavioural

domains, as a part of the process of creating a culture

of learning and development. It is being done through

a structured and systematic intervention built around

training & development, multi-skilling, job rotations,

mentoring, tutoring, and other action learning projects.

It is all aimed at building a world class Organisation,

with practices which are not only best in the industry

but serve as a benchmark for everyone.

Industrial / Employee Relations

The Organisation continues to keep a track record of

harmonious and cordial relations with employees across

all levels and across all units and businesses. The

relationships continue to be characterised by complete

openness, transparency, trust and faith. This has all

been possible through easy accessibility, regular

communication and an authentic and caring relationship

with all employees.

On an overall basis, the Organisation continues to

provide its employees with an enabling environment

and ethos where everyone can give their best and

engage with the Organisation with complete sincerity

and commitment.

DSCL-14.p65 8/26/2009, 1:21 PM22


Social welfare and community development lies at the

heart of DSCL’s corporate culture. Education, Health,

Rural upliftment and concern for Environment comprise

the focus of our CSR strategy. Close and continuous

interaction with the people and communities in and

around the operating locations has been the key focus

while striving to bring around qualitative changes and

supporting to increase economic productivity.

Education

The Company provides opportunities to students

through various scholarship programs to enable them

pursue academic studies. The company also provides

financial assistance to schools around its manufacturing

facilities in Rajasthan, Gujarat and U P.

In order to improve the quality of education, the

Company runs ‘Ryan International School’ in

collaboration with St. Xavier’s Education Trust near

its Ajbapur (UP) Sugar unit. Near its Hariawan (UP)

Sugar unit also the Company has set up a primary

School. The primary education program ‘Sanskar

Pariyojna’, in association with Vinoba Seva Ashram,

near Ajbapur Sugar unit, is aimed to provide primary

education in the targeted 10 villages and to create

voluntary social structures.

Mid-day Meal Scheme for Children in Schools

The Company has partnered with the Government of

Rajasthan to support the state government’s Mid Day

Meal Scheme for school children in and around

Jhalawar and Kota Districts of Rajasthan. The Jhalawar

and Kota kitchen was entirely funded by DSCL and

has benefited more than 23,000 children daily across

400 schools. This also provides employment

opportunity to local women folk in the central kitchen

and others in the distribution network.

Health Care

DSCL has been instrumental in creating awareness

among the members of society against HIV/AIDS. We

have been regularly organizing AIDS/HIV awareness

programs aimed at the employees, contract labours,

cane growers, truck drivers and residents of the nearby

villages. HIV-AIDS program are reviewed by agencies

like IFC, UNDP, TERI, CII, World Bank and RACO.

With a focus to serve the society, the Company has

donated and maintains Mobile Healthcare unit with

Corporate Social Responsibility

assistance of Helpage India, maintains an ICU and

private wards at a hospital, has set up a Polyclinic, a

Rural Health Clinic and organizes Blood donation

Camps, Health checkup/awareness camps. It also

provides incentive schemes for family planning

programs.

DSCL’s sugar divisions runs a programme titles

‘Khushali Pariyojana’ in association with Vinoba Seva

Ashram which aims to provide health advisory services

to women, ensure vaccination, offer hygiene directives,

conduct health awareness programs.

Agriculture Extension Activities

DSCL’s Shriram Krishi Vikas Kendras (SKVK’s) is a

long term integrated rural development program which

is aimed to support the farmers in their work and life

through adoption of over 650 villages. SKVK’s

currently 108 in nos. provide help in terms of farming

technology, post harvest management, soil and water

testing. These Kendras organize farmer training

programs. Their activities are extended to meet

education, hygiene, sanitation needs for the

community as well.

Social Upliftment and Rural Development

DSCL’s Sugar division, in association with Gram Swaraj

Mission is running ‘Swabhiman Pariyojana’. It has set up

Women’s self help groups in 10 adopted villages and

promote their adoption of income generation activities.

It aims to provide training in various incomes generating

activities and facilitating creation of structures for

marketing and distribution of these products.

The company has adopted villages close to its Sugar

manufacturing facilities, to develop their infrastructure

such as widening and re-soiling of Roads, proper

drainage system, clean drinking water, maintaining

hygienic sanitary conditions and development of

Panchayat Bhawan area.

Sports and Cultural Activities

DSCL has been organizing prestigious DSCL Open

National Tennis Championship on annual basis, to

nurture the young tennis talents. It also organises a

State level Volleyball Tournament in Hardoi District, in

association with the U.P. State Volley ball Federation.

The Company continues to support sports within its

complex as well as in the Schools in its vicinity.

09

DSCL-14.p65 8/26/2009, 1:21 PM23


The Directors have pleasure in presenting the 20th Annual

Report of the Company along with Audited Accounts for

the year ended 31st March, 2009.


The working results for the year ended 31.3.2009 and

31.3.2008 are as under:

Particulars 31.3.2009 31.3.2008

(Rs. in crores) (Rs. in crores)

Sales (Gross)

– Own Products 2731.82 2300.95

– Trading 839.52 384.64

Total Sales (Gross) 3571.34 2685.59

Other Income 48.43 34.79

Profit before depreciation,

interest, tax and exceptional item 369.23 209.99

Depreciation 146.41 122.13

Interest 146.80 84.73

Profit before tax and exceptional item 76.02 3.13

Exceptional item - 779.64

Profit before tax 76.02 782.77

Provision for Taxation (25.77) 111.78

Profit after tax 101.79 670.99

Net Profit (before exceptional item) 101.79 (3.03)

Transfer from Debenture

Redemption Reserve 1.50 5.17

Balance brought forward from

previous year 461.53 251.37

Net Profit available for appropriation 564.82 927.53

Appropriations

- Proposed Dividends on Equity Shares 13.27 56.41

- Corporate Dividend Tax 2.26 9.59

- General Reserve 50.00 400.00

- Balance Carried Forward 499.29 461.53

Dividend

Your Directors are pleased to recommend dividend @

Rs. 0.80 per Equity Share of Rs.2/- each for the year

ended 31st March, 2009.

Performance

During the year, the Company reported satisfactory

earnings growth in a macro environment that has been a

challenging one. The Company registered net revenues

of Rs. 3439.21 crores, an increase of 36% over previous

financial year. Net profit for the year stood at Rs. 101.79

crores compared to a loss of Rs. 3.03 crores last year.

Agri Business comprising Fertiliser, Agri Inputs and Sugar,

contributing to about 53% of the total turnover, witnessed

37% increase in revenues at Rs. 1,838 crores. PBIT for

this business was up 522% at Rs. 137 crores.

Chloro-Vinyl business comprising Chlor-Alkali, PVC resin

and Power, contributing about 24% of the total turnover,

witnessed 21% increase in turnover at Rs. 841 crores.

PBIT for this business was up about 33% at Rs. 198

crores. The swing capability to sell power from these

Directors’ Report

operations has helped in optimising the earnings per unit

of power and given stability to these operations.

Hariyali Kisaan Bazaar added 141 outlets during the year

taking the number of outlets to 301. The performance is

as per plan. Fenesta Building Systems achieved operating

breakeven during the year.

Earnings performance was significantly better driven by

a stronger operating performance across all businesses.

The post tax profits were substantially better post

increased depreciation and finance charges. Depreciation

and finance costs were higher as new projects went on

stream and firm interest rates. Deferred tax adjustments

relating to earlier periods also contributed to better

earnings performance.

The Company completed all its Capex programs during

the year with the completion of expansion of Chemicals

capacity to 765 TPD and commissioning of 48 MW Coal

based power plant at Bharuch. The Sugar Co-gen

expansion to 94.5 MW was also completed during the

year.

Bioseed business which operates through a 100%

subsidiary, witnessed impressive growth in revenues at

Rs. 157 crores and PBIT at Rs. 30 crores during the year.

The detailed performance of various businesses of the

Company for the year ended 31st March, 2009 has been

stated in the Management Discussion and Analysis Report,

which appears as a separate statement in the Annual

Report.

Subsidiary Companies

During the period under review, DCM Shriram Hydro

Energy Limited, SBM Yarn Limited, Fenesta India Limited,

Hariyali Insurance Broking Limited and Bioseeds Holdings

PTE. Limited, Singapore became subsidiaries of your

Company.

During the period under review, Affee Investments Corp.,

British Virgin Islands and Bioseed Genetics International

Inc., Panama were liquidated.

A statement pursuant to Section 212 of the Companies

Act, 1956 relating to subsidiary companies is attached

to the accounts.

In terms of approval granted by the Central Government

under Section 212(8) of the Companies Act, 1956, the

Audited Statements of Accounts and the Auditors’

Reports thereon for the year ended 31st March, 2009

along with the Reports of the Board of Directors of the

Company’s subsidiaries have not been annexed. The

Company will make available these documents upon

request by any member of the Company interested in

obtaining the same. However, as directed by the Central

Government, the financial data of the subsidiaries have

been furnished under ‘subsidiary companies particulars’

forming part of the Annual Report. Further, pursuant to

Accounting Standard AS-21 issued by The Institute of

Chartered Accountants of India, Consolidated Financial

Statements presented by the Company in this Annual

Report includes the financial information of its subsidiaries.

10

.....................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

...........................................................................................................................

DSCL-24.p65 8/26/2009, 1:21 PM24


Fixed Deposits

As on 31st March, 2009, 136 deposits aggregating to

Rs. 52.36 lacs were unclaimed. Since then, 51 deposits

amounting to Rs.29.27 lacs have been claimed/renewed.

Corporate Governance

A separate section on Corporate Governance and a

Certificate from the Auditors of the Company regarding

compliance of conditions of Corporate Governance as

stipulated under Clause 49 of the Listing Agreement(s)

with the Stock Exchange(s) form part of the Annual

Report.

Directors

Shri Vimal Bhandari, Shri Sunil Kant Munjal and Shri D.

Sengupta, Directors, retire by rotation and are eligible for

re-appointment.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants,

retire at the forthcoming Annual General Meeting and

are eligible for re-appointment.

Personnel

In terms of the provisions of Section 217(2A) of the

Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules, 1975, the name and

other particulars of the employees are required to be set

out in the Annexure to the Directors’ Report. However,

as per the provisions of Section 219(1)(b)(iv) of the Act,

the report and accounts are being sent to all the Members

excluding the aforesaid particulars. The complete Annual

Report including this statement shall be made available

for inspection by any Member during working hours for a

period of 21 days before the date of the Annual General

Meeting. Any Member interested in obtaining a copy of

the said statement may write to the Company Secretary

at the Registered Office of the Company.

Directors’ Responsibility Statement

It is hereby affirmed that

1. in preparation of annual accounts, all applicable

accounting standards have been followed,

2. the accounting policies of the Company have been

consistently followed. Wherever circumstances

demanded, estimates have been made that are

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 financial year and of the profit or loss of the

Company for that period,

3. proper and sufficient care has been taken for

maintenance of accounting records in accordance with

the provisions of the Companies Act, 1956 for

safeguarding assets of the Company and proper

internal controls are in place for preventing and

detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going

concern basis.

Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the

Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the Board of

Directors) Rules, 1988 with respect to these matters is

appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and

cordial relations with its workers in all its Divisions, which

enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government

authorities, financial institutions, bankers, other business

associates and shareholders for the cooperation and

encouragement extended to the Company. The Directors

also place on record their deep appreciation for the

contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM)

30th

June, 2009 Chairman & Sr. Managing Director

DSCL-24.p65 8/26/2009, 1:21 PM25


Annexure to the Directors’ Report

Information as required under Section 217(1)(e) read

with the Companies (Disclosure of Particulars in the

Report of Board of Directors) Rules, 1988.

A.CONSERVATION OF ENERGY

(a) Energy Conservation Measures Taken:

Energy conservation has been an important

thrust area of the management and is being

continuously monitored. Important specific

actions taken during this year are:-

- Periodical energy audits, pressure drop

reduction measures and optimization of

operating parameters have been done in the

Ammonia Plant.

- At DM plant, optimum capacity pumps have

been installed to supply DM Water and

Process water to Fertiliser Plant.

- Flash steam generated from HCL Stripper

used in 1st distillation tower reboiler.

- New system devised for timely recovery of

broken and spilled carbide.

- Installation of low capacity Anolyte Blow

Down Pump in Chlor Alkali Plant.

- Trimming of 30% HCL Pump Impeller dia to

optimise flow and head in Chlor Alkali Plant.

- Installation of overhead storage tank.

(b) Additional investments and proposals being

implemented for reduction in consumption of

energy:

An extensive trial of fuel additive has been carried

out in Boiler No. 2 of 35 MW Power Plant and

Boiler of 40 MW to reduce the unburnt carbon.

Based on the results, use of coal additive has

been planned in the year 2009-10 in all the

boilers with an improvement of boiler efficiency

by approximately 1%.

(c) Impact of the measures at (a) & (b) above for

reduction of energy consumption and

consequent impact on the cost of production of

goods:

The above mentioned energy consumption

measures which have already been undertaken

and the measures under implementation will yield

savings in energy consumption compared to the

past years and will continue to reduce the cost

of production. The summarized position of

energy reduction achieved is as under :

- Saving of 0.059 M.K.Cal/MT of Urea

- Saving of 3.8 Lacs Kwh/Annum due to

installation of new optimum capacity pump

in DM Plant in Power Plant.

- Reduction in power consumption by about

44 Kw/hr in Power Plant.

- Reduction in steam requirement by 300 Kg/

Hr in PVC Plant at Kota.

- Saving in steam consumption by about 200

Tons/Month from the use of flash steam.

- Saving of around 7 kwh/MT of Carbide in

electrical energy on account of timely

recovery of Carbide.

- Saving of 83 Th.Kwh/Annum power in

Caustic Soda plant.

- Reduction in the running hours of HCL dozing

pump resulting in power saving of 23 ThKwh/

Annum in Chlor Alkali Plant at Kota.

- Saving in Power of 45 ThKwh/Annum in Chlor

Alkali Plant at Kota.

- Saving in Power of 15 ThKwh/Annum in Chlor

Alkali Plant at Kota.

(d) Total energy consumption and energy

consumption per unit of production:

Form A is annexed.

B. TECHNOLOGY ABSORPTION

(a) Efforts made in technology absorption:

Form B is annexed.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Activities relating to exports; initiatives taken

to increase exports; development of new export

markets for products and services; and export

plans:

There was no export of Company’s own products

during the year, as domestic realisation was

better than export realisation.

(b) Total foreign exchange used and earned:

Rs./Crores

2008-09 2007-08

- Total foreign exchange used 206.94 129.35

- Total foreign exchange earned 2.27 0.08

DSCL-24.p65 8/26/2009, 1:21 PM26


.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

FORM A

(See Rule 2)

Form for disclosure of particulars with respect to conservation of energy

This Year Previous Year

2008–09 2007–08

A. POWER AND FUEL CONSUMPTION

1. Electricity

(a) Purchased

— Kwh (in lacs) 698.9 660.1

— Total Cost (Rs./lacs) 3002.7 2877.7

— Rate (Rs./Kwh) 4.3 4.4

(b) Own Generation

(i) Through Diesel Generator

— Kwh (in lacs) 896.6 1769.8

— Kwh generated per ltr. of Diesel/Furnace Oil 7.9 4.1

— Kwh generated per ‘000 SCM of Natural Gas 3.8 4.1

— Cost (Rs./Kwh) 7.3 5.3

(ii) Through Steam Turbine Generator

— Kwh (in lacs) 12313.8 10399.2

— Kwh generated per Kg. of Coal 1.2 1.2

— Cost (Rs./Kwh) 3.0 2.4

(iii)Through Steam Turbine Generator (Bagasse)

— Kwh (in lacs) 1264.7 2519.5

— Units generated per M.T. of Bagasse 322.2 309.9

— Bagasse consumed (M.T./lacs) 3.9 8.1

2. Coal

Quantity (M.T.) 1174832.5 994410.3

Total Cost (Rs./lacs) 33813.2 24169.0

Average Rate (M.T.) 2878.1 2430.5

3. Furnace Oil

Quantity (M.T.) 23874.4 36606.8


Average Cost (M.T.) 29760.3 19851.3

4. Natural Gas

Quantity (SCM) 1478987.0 10157481.0


Average Cost (SCM) 12.5 11.3

DSCL-24.p65 8/26/2009, 1:21 PM27


.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................


2008–09 2007–08

B.CONSUMPTION PER UNIT OF PRODUCTION

1. Electricity

— Urea (Kwh/M.T.) 135.6 143.8

— PVC Compounds (Kwh/M.T.) 209.0 216.0

— C. Soda, SFC, Kota (Kwh/M.T.) 18.8 5.6

— C. Soda, SAC, Bharuch (Kwh/M.T.) – Internal Generation 2511.9 2620.2

— Liquid Chlorine (Kwh/M.T.) 152.5 103.1

— HCL (Kwh/M.T.) 2.5 3.1

— Textiles – Yarn (Kwh/Kg.) 2.4 2.4

— Sugar – Ajbapur (Kwh/M.T.) 358.0 310.0

— Sugar – Rupapur (Kwh/M.T.) 374.0 282.0

— Sugar – Loni (Kwh/M.T.) 392.0 329.6

— Sugar – Hariawan (Kwh/M.T.) 397.4 320.9

— Fenesta Building Systems (Kwh/M.T.) 984.6 993.3

2. Coal

— Urea (M.T./M.T.) 0.6 0.6

— PVC Resin (M.T./M.T.) 5.2 4.9

— Carbide Packed (T/Ton) 3.2 3.0

— C. Soda (M.T./M.T.) 4.0 2.4

— Cement (M.T./M.T.) 0.3 0.3

— SBP (M.T./M.T.) 0.2 0.2

3. Furnace Oil

— Urea (Kg./Ton) 7.8 6.9

— C. Soda, SFC, Kota (Kg./Ton) 0.7 0.3

— C. Soda, SAC, Bharuch (Kg./Ton) 220.9 536.8

— Cement (Kg./Ton) 0.1 0.2

4. Others

— Steam – C. Soda (M.T./M.T.) – SAC, Bharuch 1.1 1.3

— Steam – PVC Compund (M.T./M.T.) 0.1 0.4

— Bagasse (M.T.) – Ajbapur 2.1 2.0

— Bagasse (M.T.) – Rupapur 2.9 2.3

— Bagasse (M.T.) – Loni 2.0 2.1

— Bagasse (M.T.) – Hariawan 2.9 2.0

Notes:

1. Different sources of energy are inter changeable.

2. Wherever required, figures relating to previous year have been re-arranged.

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

DSCL-24.p65 8/26/2009, 1:21 PM28


FORM B

(See Rule 2)

Form for disclosure of particulars with respect to technology absorption

Research and Development (R & D)

1. Specific areas in which R & D carried out by the

Company

- Use of sludge generated during Acetylene production

in Carbide plant.

- Joint study for the use of sludge being done by

CSMCRI Bhavnagar, to evolve a process for converting

sludge into Calcium Carbonate, which can be used

as a Filler in manufacturing of PVC Compounds.

- Feasibility study undertaken for conversion of Cement

plant from wet process to dry process while still

continuing to use the waste sludge generated during

Acetylene manufacturing in Carbide Plant.

- Purification of salt & brine.

- Seed Pan Technique for reduction in massecuite

production in sugar plant.

- Commissioning & operation of A Pan turns around

automation system in Ajbapur.

- Highly Filled Economical Cable compound.

- Injection moulding rigid compounds based on high flow

resin for replacement of engineering plastics.

- Injection moulding flexible compounds with high

molecular weight PVC Resin for Gasket and Footwear.

- Gasket compounds for Flexible profile application with

superior aesthetics.

2. Benefits derived as a result of the above R & D

- Improvement in sugar colour, lustre and reduction in

steam consumption.

- TAAS system reduction in boiling time, consistent

brix during pan boiling, Increase in purity drop,

decrease in steam consumption and finally reduction

in losses in Sugar Unit.

- New and non traditional market segment opened up

in Chlor Alkali Plant.

- Cost effective compounds to replace high end

engineering Plastics and Elastomers.

- Enhancement of the brand image with wider product

portfolio and innovative products.

3. Future plan of action

- Sulphur melting by heat generated by Sulphur

combustion.

- Induction of bagasse drier to reduce the fuel

consumption in boiler.

- Introduction of Heavy juice on cake washing.

- Pneumatic conveying of sugar dust.

- Pneumatic grading of sugar crystals.

- Introduction of sugar washing through AL molasses.

- Juice softening R & D with Aduban Sugar Institute,

Lousiana, U.S.

- Development and multiplication of applications based

on specialty compounds.

- Electrostatic Discharge PVC compounds for niche

application.

- Gaskets and Shoe sole with high compression set

and abrasion resistant compound.

- Continuation of development and fine tune product

manufacturing process of the organic fibrous filler and

development of the suitable compounds based on the

same.

- Different blends of PVC and other polymer to tap the

advantages of both in niche application.

- High molecular weight PVC resin based compounds

for high end Profile application.

4. Expenditure on R & D

Rs./Lacs

2008-09 2007-08

a) Capital Nil 27.00

b) Revenue 213.00 154.00

c) Total 213.00 181.00

d) Total R & D expenditure

as percentage of

total turnover 0.06 0.07

Technology absorption, adaptation and innovation

1. Efforts, in brief, made towards technology absorption,

adaptation and innovation

- Option for using 1st/2nd Vapour in continuous

vacuum pan in final compartment.

- No use of water in AH, BH, CL molasses conditioners

& molasses conditioning by 4th Effect vapour.

- Zero Effluent discharge at Ajbapur

- Established the manufacturing process of the

specialty and value added compounds on the state-

of-the art Buss Kneader.

- With the help of the external consultants studied

the effect of flow and processing performance of

the injection molding compounds

- Flow adjustment of high molecular PVC compound

for Gasket application.

............................................................................................................................

............................................................................................................................

............................................................................................................................

DSCL-24.p65 8/26/2009, 1:21 PM29


- Different methods were studied to bring down the

particle size distribution of the organic fibrous filler

from Bagasse.

2. Benefits derived as a result of the above efforts, e.g.

product improvement, cost reduction, product

development, import substitution, etc.

- Reduction in boiling time & consistent brix during

the pan boiling

- Reduction in steam consumption / fuel consumption

3. Details of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) are

furnished as under:

I. Cement Plant

a) Technology Imported To modify the kiln internals to enhance the clinker production.

b) Year of Import 2004-05

c) Has the technology been fully absorbed? Yes

d) If not fully absorbed, reasons therefor and N.A.

future plans of action

II.Chemical Plant

a) Technology Imported – Purchase of bipolar membrane electrolyser from Asahi Kasei

Chemical Corporation, based on their proprietary ION Exchange

membrane technology developed for use in manufacture of Chlor-

Alkali Products.

– Design & Drawings package to convert existing Mercury Cell

Based Caustic Soda Plant to membrane Cell Plant of 200 TPD

capacity.

b) Year of Import 2004-05, 2005-06




III. Sugar Plant

a) Technology Imported Bagasse drier, Steam Conservation (Cigar)



d) If not fully absorbed, reasons therefor and NIL


IV. PVC Plant

a) Technology Imported Purchase of polymer based on suspension technology from

Chisso Corp., Japan of 100 M3 capacity.





- Production of low ICUMSA Sugar with fine Lustre

- Cost reduction by launching highly filled Cable

compound.

- New customers and application segments currently

using high end engineering plastics for few specific

performance needs.

- Better aesthetics in PVC based flexible profile

compound with improved performance for import

substitution.

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

......................................................................................................................................................................................................................................................................................................................................................................................

DSCL-24.p65 8/26/2009, 1:21 PM30


(A) Company’s Philosophy

The Company’s philosophy on Corporate

Governance is focused upon a rich legacy of fair,

ethical and transparent governance practices. The

Company is conscious of its responsibility as a good

corporate citizen and is committed to high standard

of Corporate Governance practices. This is reflected

in the well balanced and independent structure

of the Company’s eminent and well represented

Board of Directors. The Company is in full

compliance with the requirements under Clause 49

of the Listing Agreement(s) with the Stock

Exchange(s).

(B) Board of Directors

As at 31.3.2009, the Board of Directors comprises

of an Executive Chairman, four Executive Directors

and seven Non-Executive Directors.

During the year, four Board Meetings were held

on 13.5.2008, 31.7.2008, 30.10.2008 and

29.1.2009.

The composition of Board of Directors, their

attendance at Board Meetings during the year

2008-09 and at the last Annual General Meeting

held on 19.8.2008 and also number of other

Directorship and Committee Membership/

Chairmanship as on 31.3.2009 are as follows:

Corporate Governance Report 2008-09

The ratio between Executive and Non-Executive

Directors and Non-Independent and Independent

Directors is 5:7.

Relationship amongst Directors

Shri Ajay S. Shriram, Shri Vikram S. Shriram and

Shri Ajit S. Shriram, being brothers, are related to

each other.

Code of Conduct for Board Members & Senior

Management Team:

In compliance to the provisions of Clause 49 of

the Listing Agreement, the Board has laid down a

Code of Conduct for all Board Members and Senior

Management Team. A copy of the said Code of

Conduct is available on the website of the Company

(www.dscl.com).

All Board Members and Senior Management Team

have affirmed compliance of Code of Conduct

as on 31st March, 2009 and a declaration to

that effect signed by Chairman & Senior

Managing Director is attached and forms part of

this report.

11

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

Name of Director Category of No. of Board Attended No. of other No. of Committee

Directorship meetings last AGM Directorship # Membership # #

attendedMember Chairman

Shri Ajay S. Shriram ED 4 Yes 14 2 1

Shri Vikram S. Shriram ED 4 Yes 14 4 2

Shri Rajiv Sinha ED 4 Yes 7 2 -

Shri Ajit S. Shriram ED 3 Yes 13 1 -

Dr. N.J. Singh ED 4 Yes - - -

Dr. S.S. Baijal I-NED 3 Yes 5 6 3

Shri Arun Bharat Ram I-NED 3 No 10 4 -

Shri Pradeep Dinodia I-NED 4 Yes 8 8 4

Shri Vimal Bhandari I-NED 2 Yes 5 6 1

Shri Sunil Kant Munjal I-NED 3 No 14 5 1

Shri D. Sengupta I-NED 3 Yes 2 2 -

Shri S.C.Bhargava (LIC Nominee) I-NED 4 No 14 6 1

# Excluding Private Limited Companies, Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956.

## Includes only Audit Committee and Shareholders/Investors Grievance Committee.

ED - Executive Director

I-NED - Independent-Non-Executive Director

DSCL-24.p65 8/26/2009, 1:21 PM31


Independent-Non-Executive Directors. The

Committee met twice during the year and the

attendance of the Members at the meetings

was as follows:

Name of Member Status No. of

meetings

attended

Dr. S.S. Baijal Chairman 1

Shri Pradeep Dinodia Member 2

Shri D. Sengupta Member 2

(iii) Remuneration Policy:

The policy, inter alia, provides for the following:

a) Executive Directors:

- Salary and commission not to exceed

limits prescribed under the Companies

Act, 1956.

- Revision from time to time depending

upon performance of the Company,

individual Director’s performance and

prevailing Industry norms.

- No sitting fees.

b) Non-Executive Directors:

- Eligible for commission.

- Sitting fees and commission not to

exceed limits prescribed under the

Companies Act, 1956.

- The remuneration payable to Non-

Executive Directors is decided by the

Board of Directors.

........................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

(C) Board Audit Committee

(i) Terms of reference:

The role and terms of reference of Board Audit

Committee covers areas mentioned under

Clause 49 of the Listing Agreement and Section

292A of the Companies Act, 1956, besides

other terms as may be referred to it by the

Board of Directors.

(ii) Composition:

The Board Audit Committee was formed in

1990. As at 31.3.2009, the Committee

comprises of four Independent-Non-Executive

Directors. The Committee met six times during

the year and attendance of the Members at

the meetings was as follows:

Name of Member Status No. of

meetings

attended

Dr. S.S. Baijal Chairman 5

Shri Arun Bharat Ram Member 4

Shri Pradeep Dinodia Member 5

Shri D. Sengupta Member 6

(D) Committee for Determining Remuneration Payable

to Managing/Whole Time Directors


Subject to the provisions of the Companies Act,

1956 and the notifications, if any, issued by

the Government thereunder to determine the

remuneration, including commission, payable

to Managing/Whole time Directors.

(ii) Composition:

The Committee comprises of three

.........................................................................................................................................................................................

.........................................................................................................................................................................................

I. Provision for incremental gratuity and earned

leave for the current year has not been

considered, since the provision is based on

actuarial basis for the Company as a whole.

II. Notice period for termination of appointment

of Managing/Whole Time Directors is six

calendar months, on either side.

.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................

(iv) Detail of remuneration for the year 2008–09:

(a) Executive Directors:

(Amount/Rs. Lacs)

Executive Directors Salary P.F. Superannuation Perquisites Commission Total

Shri Ajay S. Shriram* 63.60 7.63 9.54 42.31 59.00 182.08

Shri Vikram S. Shriram* 60.00 7.20 9.00 36.57 56.00 168.77

Shri Rajiv Sinha* 45.60 5.47 6.84 31.83 # 50.00 139.74

Shri Ajit S. Shriram** 43.20 5.18 6.48 34.47 37.00 126.33

Dr. N.J. Singh*** 13.68 1.64 2.05 11.37 5.00 33.74

* Re-appointed w.e.f. 1.11.2008 for a period of 5 years. **Re-appointed w.e.f. 2.5.2006 for a period of 5 years.

***Appointed w.e.f. 20.11.2007 for a period of 5 years. #Including arrears of Rs. 3 lacs paid on account of Rent.

DSCL-24.p65 8/26/2009, 1:21 PM32


b) to exercise all powers conferred on the

Board of Directors under Article 43 of the

Articles of Association,

c) to decide all questions and matters that may

arise in regard to transmission of shares/

debentures/warrants issued/to be issued by

the Company,

d) to approve and issue duplicate shares/

debentures/warrants certificates in lieu of

those reported lost,

e) to refer to the Board any proposal of refusal

of registration of transfer of shares/

debentures/warrants for their consideration,

f) to look into shareholders and investors

complaints like transfer of shares, non-

receipt of annual reports, non-receipt of

declared dividend warrants, etc., and

g) to delegate all or any of its powers to

Officers/Authorised Signatories of the

Company.

(ii) Composition:

The Committee comprises of two Independent-

Non-Executive Directors and two Executive

Directors.

The Company Secretary being Compliance

Officer has been delegated the power to

approve share transfer/transmission etc. subject

to a limit of 2500 shares of Rs.2/- each per

transfer deed at a time. The delegated authority

has been regularly addressing the share transfer

formalities.

During the year, the Committee met seven

times and the attendance of the Members was

as follows:

Name Status No. of meetings

attended

Shri Pradeep Dinodia Chairman 7

Dr. S.S. Baijal Member 3

Shri Ajay S. Shriram Member 7

Shri Vikram S. Shriram Member 7

During the year, 185 complaints were received

from the shareholders and all of them were

resolved to the full satisfaction of the

shareholders. No investor complaint was

pending as on 31.3.2009.

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

III. In the event of termination of appointment of

Managing/Whole Time Directors, compensation

will be in accordance with the provisions of

the Companies Act, 1956 or any statutory

amendment or re-enactment thereof.

IV. The Company has not offered any stock option

to its Executive Directors.

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

(b)Non-Executive Directors:

During the financial year, there was no pecuniary

relationship or transaction between the

Company and any of its Non-Executive

Directors.

The criteria for making payments to

Non-Executive Directors is as under:

Sitting fee:

@ Rs.15,000/- per Board meeting,

@ Rs.15,000/- per Board Audit Committee

meeting and

@ Rs.7,500/- per Board Committee (other

than Board Audit Committee) meeting

attended by them.

The details of remuneration paid during the year

by way of sitting fee and commission for

attending meetings of Board/Committees

thereof along with number of shares held by

Non-Executive Directors as on 31.3.2009 in the

Company are as under:

Name of the Director Amount/Rs. Lac(s) No. of

Sitting Commi- Shares

Fee ssion held

Dr. S.S. Baijal 2.05 11.35 50,000

Shri Arun Bharat Ram 0.90 4.10 -

Shri Pradeep Dinodia 1.85 7.40 29,270

Shri Vimal Bhandari 0.30 2.60 2,000

Shri Sunil Kant Munjal 0.40 2.90 -

Shri D. Sengupta 2.50 10.10 8,000

Shri S.C.Bhargava 0.55 3.20 -

(LIC Nominee)

(E) Shareholders/Investors Grievance Committee


a) to scrutinise and approve registration of

transfer and transmission of shares/

debentures/warrants issued/to be issued by

the Company,

DSCL-24.p65 8/26/2009, 1:21 PM33


(F) General Body Meetings

The last three Annual General Meetings were held

as under:

Financial Date Time Location

Year

2007-08 19.08.2008 10.00 A.M. Air Force

Auditorium,

Subroto Park,

New Delhi

2006-07 24.08.2007 10.00 A.M. Air Force

Auditorium,

Subroto Park,

New Delhi

2005-06 25.07.2006 10.00 A.M. Air Force

Auditorium,

Subroto Park,

New Delhi

The details of Special Resolutions passed in

previous 3 Annual General Meetings are as under:

AGM 2008

- Approval for re-appointment of Shri Ajay S.

Shriram as Chairman & Senior Managing

Director under Sections 269, 309 of the

Companies Act, 1956 for a period of five years

w.e.f. 1.11.2008.

- Approval for re-appointment of Shri Vikram S.

Shriram as Vice Chairman & Managing Director

under Sections 269, 309 of the Companies

Act, 1956 for a period of five years w.e.f.

1.11.2008.

- Approval for re-appointment of Shri Rajiv Sinha

as Deputy Managing Director under Sections

269, 309 of the Companies Act, 1956 for a

period of five years w.e.f. 1.11.2008.

- Approval for appointment of Dr. N.J. Singh as

Whole Time Director (EHS) under Sections

269, 309 of the Companies Act, 1956 for a


- Approval for promotion of Shri Aditya A.

Shriram as General Manager under Section

314(1B) of the Companies Act, 1956 w.e.f

1.7.2008.

AGM 2007

- No Special Resolution was passed.

AGM 2006

- Approval for re-appointment under Sections

269, 309 of the Companies Act, 1956 of

Shri Ajit S. Shriram as Director (Sugar) for a


- Approval for appointment of Shri Aditya A.

Shriram as a Manager under Section 314 of

the Companies Act, 1956 to hold and continue

to hold an office or place of profit in the

Company.

POSTAL BALLOT

- During the year, no special resolution has been

passed by Postal Ballot.

(G) Disclosures

(i) There were no transactions of material nature

with related parties during the year that had

potential conflict with the interest of the

Company at large.

(ii) There were no instances of non-compliance by

the Company, penalties and strictures imposed

on the Company by the Stock Exchanges or

SEBI or any other statutory authority on any

matter related to the capital markets during the

last three years.

(iii) The Company is complying with all mandatory

requirements of Clause 49 of the Listing

Agreement. The Company has adopted non-

mandatory requirements relating to

Remuneration Committee.

(iv) The Chairman & Senior Managing Director and

Chief Financial Officer of the Company have

certified to the Board with regard to the

compliance made by them in terms of Clause

49(V) of the Listing Agreement.

(v) The Company has established a comprehensive

Risk Management Process that includes risk

identification, risk assessment, risk mitigation

and monitoring on a periodic basis. External

and internal risk factors that could potentially

affect performance of the Company vis-à-vis

stated objectives are identified and reported in

the business review meetings periodically.

These are subsequently reported to the Board.

(H) Means of Communication

The Company interacts with its Investors through

multiple forms of corporate and financial

communications such as annual reports, result

announcement and media releases. Quarterly

results are usually published in English daily

newspapers, viz., The Economic Times, The

Financial Times, Business Standard and Hindi daily

newspapers, viz. Navbharat Times and Business

.......................................................................................................................................................................................

.......................................................................................................................................................................................

DSCL-24.p65 8/26/2009, 1:21 PM34


Standard. These results are also made available

on the website of the Company www.dscl.com

and also posted at SEBI’s website

www.sebiedifar.nic.in. The Company’s website

also displays official news releases. The Company

has interacted with analysts and investors during

the year under review through meetings and

conference calls.

(I) General Shareholders Information

(i) Next Annual General Meeting is proposed to

be held on 11th August, 2009 at Air Force

Auditorium, Subroto Park, New Delhi.

(ii) Financial Year: April to March

(iii) Date of book closure: 28th July, 2009 to 4th

August, 2009 (both days inclusive)

(iv) Dividend payment date: Dividend, if any,

declared in the next Annual General Meeting,

will be paid within 30 days of the date of

declaration to those Members whose names

appear in the Register of Members on the date

of book closure.

(v) Listing on Stock Exchanges and Stock Codes:

Equity Shares are listed on National Stock

Exchange of India Ltd. (Stock Code NSE:

DCMSRMCONS) and Bombay Stock Exchange

Ltd. (Stock Code BSE: 523367).

Under the depository system, the ISIN allotted

to the Company’s Equity Shares of face value

of Rs.2/- each is INE499A01024.

(vi) Equity Share Price data for the year 2008-09:

Equity Share Price on NSE and NIFTY Index

Month Share Price on NSE NIFTY Index

High Low High Low

2008

April 72.05 54.20 5195.50 4647.00

May 69.80 61.60 5228.20 4835.30

June 64.00 50.25 4739.60 4040.55

July 62.65 48.00 4476.80 3816.70

August 65.25 58.20 4620.40 4214.00

September 60.80 47.30 4504.00 3850.05

October 51.00 25.20 3950.75 2524.20

November 32.20 27.65 3148.25 2553.15

December 33.85 27.05 3077.50 2656.45

2009

January 32.25 25.35 3121.45 2678.55

February 26.75 22.30 2948.35 2733.90

March 25.60 21.20 3108.65 2573.15

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

.......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

......................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

........................................................................................................................................................................................

(vii) Registrar and Share Transfer Agent:

M/s. MCS Limited are the Registrar and Share

Transfer Agent for shares and debentures of

the Company - both in physical and electronic

mode.

(viii) Share Transfer System: The Company’s

shares are traded in the Stock Exchanges

compulsorily in demat mode. Physical shares,

which are lodged with the Company for

transfer, are processed and returned to the

members within a period of 30 days.

(ix) Distribution of Shareholding as on 31.03.2009:

Shareholders

No. of Shares Number % to total no.

of Shareholders

Upto - 500 50744 86.82

501 - 1000 3813 6.52

1001 - 2000 1930 3.30

2001 - 3000 684 1.17

3001 - 4000 321 0.55

4001 - 5000 216 0.37

5001 - 10000 366 0.63

10001 and above 370 0.64

TOTAL 58444 100.00

(x)Categories of Shareholders as on 31.03.2009:

No of fully %

Category paid up share-

shares held holding

Promoters, Relatives and

Associates 91673632 55.26

Financial Institutions, Banks

and Insurance Companies 18868175 11.37

Foreign Institutional Investors,

Overseas Corporate Bodies

and Non-Resident Indians 17467845 10.53

Mutual Funds 8207854 4.95

Bodies Corporate 6084658 3.67

General Public 23601156 14.22

TOTAL 165903320 100.00

(xi) Dematerialisation of Equity Shares and

liquidity:

As on 31.03.2009, of the total eligible Equity

Shares, 86.71% were in dematerialised form

and the balance 13.29% shares in physical

form.

DSCL-24.p65 8/26/2009, 1:21 PM35


The Company has not issued any GDRs/ADRs/

warrants or any convertible instruments,

which are pending for conversion.

(xii) Plant Locations:

The Company’s plants are located at Kota,

Bharuch, Ajbapur, Rupapur, Hariawan, Loni,

Tonk, Bangalore, Bhiwadi, Chennai,

Hyderabad and Mumbai.

(xiii) Address for Correspondence:

The Company’s Registered Office is situated

at 6th Floor, Kanchenjunga Building, 18,

Barakhamba Road, New Delhi-110 001.

Correspondence by the shareholders and

debentureholders should be addressed to:

MCS Limited

F-65, 1st Floor, Okhla Industrial Area, Phase–I,

New Delhi – 110 020

Tel. Nos. 011-41406149, 41406151-52

Fax No. 011-41709881

E-mail : [email protected]

Exclusive E-mail for Investor Complaints

[email protected]

Members holding shares in electronic mode

should address all their correspondence to

their respective Depository Participants.

I, Ajay S. Shriram, Chairman & Senior Managing Director of DCM Shriram Consolidated Limited hereby declare

that all Board Members and Senior Management Team have affirmed compliance of the Code of Conduct for the

year ended March 31, 2009.

Place : New Delhi (AJAY S. SHRIRAM)

Date : 30th

June, 2009 Chairman & Sr. Managing Director

Declaration regarding Compliance of Code of Conduct

To the Members of DCM Shriram Consolidated Limited

We have examined the compliance of conditions of Corporate Governance by DCM Shriram Consolidated Limited

for the year ended March 31, 2009, as stipulated in clause 49 of the Listing Agreement(s) of the said Company

with stock exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of

the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the

Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing

Agreement(s).

We 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.

For Deloitte Haskins & Sells

Chartered Accountants

Jaideep Bhargava

Place : New Delhi Partner

Date : 30th

June, 2009 Membership No. 90295

Auditors’ Certificate on the Compliance of conditions of Corporate Governance under Clause

49 of the Listing Agreement

DSCL-24.p65 8/26/2009, 1:21 PM36


Auditors’ Report

1. We have audited the attached balance sheet of DCM

Shriram Consolidated Limited as at March 31, 2009,

the profit and loss account and also the cash flow

statement of the Company 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.

2. 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 misstatements. 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.

3. As required by the Companies (Auditor’s Report) Order,

2003 issued by the Central Government of India in terms

of section 227(4A) 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.

4. Further to our comments in the annexure referred to in

paragraph 3 above, we report that :

a) we have obtained all the information and explanations,

which to the best of our knowledge and belief were

necessary for the purposes of our audit;

b) 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;

c) the balance sheet, profit and loss account and cash

flow statement dealt with by this report are in

agreement with the books of account;

d) 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;

e) on the basis of written representations received from

the directors and taken on record by the Board of

Directors, we report that none of the directors is

disqualified as on March 31, 2009 from being

appointed as a director in terms of clause (g) of sub-

section (1) of section 274 of the Companies Act,

1956;

f) without qualifying our opinion, we draw attention

to note 20 of schedule 12 relating to accounting for

cane purchase liability for the sugar season 2007-

08 at Rs. 110 per quintal instead of State Advised

Price of Rs. 125 per quintal fixed by the Uttar Pradesh

State Government. Pending completion of legal

12

proceedings in the matter, the effect thereof on these

accounts can not be determined at this stage.

g) In our opinion and to the best of our information

and according to the explanations given to us, the

accounts 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:

i) in the case of the balance sheet, of the state of

affairs of the Company as at March 31, 2009;

ii) in the case of the profit and loss account, of

the profit of the Company for the year ended on

that date; and

iii) in the case of the cash flow statement, of the

cash flows for the year ended on that date.

For DELOITTE HASKINS & SELLS


Jaideep Bhargava

New Delhi Partner

Date : June 3, 2009 Membership No.: 90295

To the Members of DCM Shriram Consolidated Limited

ANNEXURE

Annexure referred to in paragraph 3 of Auditors’ Report to

the Members of DCM Shriram Consolidated Limited on the

accounts for the year ended March 31, 2009.

(i) (a) The Company is maintaining proper records

showing full particulars including quantitative

details and situation of fixed assets.

(b) As explained to us, the Company has a

programme of physically verifying all its fixed

assets over a period of three years, which in our

opinion is reasonable having regard to the size of

the Company and nature of its fixed assets. In

accordance with this programme, some of the

fixed assets were physically verified by the

management during the year. The discrepancies

noticed on such verification between the physical

balances and the fixed assets records were not

material and have been properly dealt with in the

books of account.

(c) In our opinion and according to the information

and explanations given to us, a substantial part

of fixed assets has not been disposed off by the

Company during the year.

(ii) (a) During the year, the inventories have been

physically verified by the management except for

inventory lying with third parties at the end of

the year for which confirmations have been

obtained in most of the cases. In our opinion, the

frequency of the verification is reasonable.

DSCL-24.p65 8/26/2009, 1:21 PM37


Auditors’ Report (Continued)

(b) In our opinion and according to the information

and explanations given to us, the procedures of

physical verification of stocks followed by the

management are reasonable and adequate in

relation to the size of the Company and the nature

of its business.

(c) On the basis of our examination of the records of

inventories, we are of the opinion that, the

Company is maintaining proper records of

inventories. Other than for one business segment

wherein differences noted between physical and

book balances were material, differences noted

in other business segments were not material.

The differences noted have been properly dealt

with in the books of account.

(iii) (a) According to the information and explanations

given to us, the Company has, during the year,

not granted any loan, secured or unsecured to

companies, firms and other parties covered in the

register maintained under Section 301 of the

Companies Act, 1956, other than unsecured loans

aggregating Rs. 49.01 crores granted during the

year to five wholly owned subsidiaries covered

in the register maintained under Section 301 of

the Companies Act, 1956.

The maximum amount due during the year of

above loans was Rs. 101.51 crores and the year

end balance of loans so granted was Rs. 65.66

crores. These loans includes interest free loan

aggregating Rs. 59.11 crores made to two wholly

owned subsidiaries, which, as explained to us,

have been made for setting up new projects and

making strategic investments in other subsidiaries.

(b) In our opinion and according to the information

and explanations given to us, after considering

the purpose for which loans have been granted

as indicated in paragraph 4(iii)(a) of the Companies

(Auditor’s Report) Order, 2003 (hereinafter

referred to as the Order), the rate of interest and

other terms and conditions of the loans granted,

are, prima-facie, not prejudicial to the interest of

the Company.

(c) According to the information and explanations

given to us, the parties, to whom the loans have

been granted by the Company, as referred to in

paragraph 4(iii)(a) above, have been regular in

repayment of principal amount as stipulated and

have been regular in payment of interest where

charged.

(d) According to the information and explanations

given to us, there are no overdue amounts in

respect of the loans granted as referred to in

paragraph 4(iii)(a) above and interest thereon

where charged.

(e) According to the information and explanations

given to us, unsecured loans taken by the

Company from companies, firms or other parties

covered in the register maintained under section

301 of the Companies Act, 1956, are by way of

fixed deposit aggregating Rs. 0.09 crore

(maximum amount outstanding during the year

Rs. 0.09 crore) from a director and his relative

which is outstanding as at the year end.

(f) In our opinion, the rate of interest and other terms

and conditions of unsecured loans taken by the

Company are not, prima facie, prejudicial to the

interest of the Company.

(g) In our opinion, the Company is regular in payment

of the principal amount and the interest thereon.

(iv) In our opinion and according to the information and

explanations given to us, there are adequate internal

control system commensurate with the size of the

Company and the nature of its business with regard to

the purchase of inventories and fixed assets and with

regard to sale of goods and services. Further, on the

basis of our examination and according to the

information and explanations given to us, we have

neither come across nor have been informed of any

instance of major weaknesses in the aforesaid internal

control system.

(v) According to the information and explanations given

to us, during the year, there were no transactions that

were required to be entered in the register maintained

in pursuance of section 301 of the Companies Act,

1956 ( “The Act”). For this purpose the Company has

taken the view that the transactions which are

subjected to the provisions of section 299(6) of the

Act are not required to be entered in this register. In

any case, notwithstanding the view of section 299(6)

of the Act taken by the Company, in respect of certain

transactions, exceeding the value of

Rs. 5 lacs in respect of any party during the year, these

have been made at prices which are reasonable having

regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and

explanations given to us, the Company has complied

with the provisions of section 58A, section 58AA or

any other relevant provisions of the Companies Act,

1956 and the Companies (Acceptance of Deposits)

Rules, 1975, with regard to the deposits accepted from

the public. As per information and explanations given

to us, no order under the aforesaid sections has been

passed by the Company Law Board or National

Company Law Tribunal or Reserve Bank of India or any

Court or any other Tribunal on the Company.

(vii) In our opinion, the Company has an internal audit

system commensurate with the size and nature of its

business.

(viii) We have broadly reviewed the books of account

maintained by the Company in respect of products

where, pursuant to the Rules made by the Central

Government, the maintenance of cost records has been

prescribed under section 209(1) (d) of the Companies

Act, 1956 and are of the opinion that, prima facie, the

prescribed accounts and records have been made and

maintained. We have not, however, made a detailed

examination of the records with a view to determining

whether they are accurate or complete.

DSCL-24.p65 8/26/2009, 1:21 PM38


(ix) (a) According to the information and explanations

given to us and the records of the Company

examined by us, the Company has generally been

regular in depositing undisputed statutory dues

including provident fund, investor education

protection fund, employees’ state insurance,

income-tax, sales tax, wealth tax, service tax,

customs duty, excise duty, cess and other material

statutory dues applicable to it. We are informed

that there are no undisputed statutory dues as at

the year end outstanding for a period of more than

Auditors’ Report (Continued)

Nature of the Nature of Forum where Amount* Amount paid Period to which the

statute the dues pending (Rs. Crores) under protest amount relates

(Rs. Crores)

Central Excise Law Excise duty Appellate authority up 2.14 – 1995-96, 2001-02, 2003-04,

to commissioners’ level 2005-06, 2006-07, 2007-08,

Central Excise and 0.15 0.06 1997-98, 2003-04

Service Tax Appellate Tribunal

Sales Tax Laws Sales tax Appellate authority up 3.70 1.15 1983-84, 1994-95, 1995-96,

to commissioners’ level to 2000-01, 2005-06

2006-07, 2007-08

Income Tax Act, 1961 Income tax Commissioner (Appeal) 31.86 31.86 2004-05, 2005-06

Income Tax Appellate Tribunal 8.10 8.10 2002-03, 2003-04

* amount as per demand orders including interest and penalty wherever quantified in the Order

six months from the date they became payable.

(b) According to the information and explanations


examined by us, there are no disputed dues of

wealth tax, customs duty, service tax and cess

matters.

According to the information and explanations


examined by us, the details of disputed dues not

paid of excise duty, sales tax and income-tax dues

as at March 31, 2009 are as follows:

(x) The Company does not have accumulated losses at

the end of the financial year March 31, 2009. Further,

the Company has not incurred any cash losses during

the financial year ended March 31, 2009 and in the

immediately preceding financial year ended March 31,

2008.

(xi) According to the records of the Company examined

by us and the information and explanations given to

us, the Company, during the year, has not defaulted

in repayment of dues to financial institutions, banks

or debenture holders.

(xii) As the Company has not granted any loans and

advances on the basis of security by way of pledge

of shares, debentures and other securities, paragraph

4 (xii) of the Order is not applicable.

(xiii) As the Company is not a chit fund or nidhi/mutual

benefit funds/society, paragraph 4 (xiii) of the Order

is not applicable.

(xiv) As the Company is not dealing or trading in shares,

securities, debentures and other investments,

paragraph 4 (xiv) of the Order is not applicable.

(xv) As the Company has not given any guarantees during

the year for loans taken by others from banks or

financial institutions, paragraph 4 (xv) of the Order is

not applicable.

(xvi) In our opinion and according to the information and

explanations given to us, the term loans taken during

the year have been applied for the purpose for which

they were obtained.

(xvii) According to information and explanations given

to us and on an overall examination of the balance

sheet of the Company,we report that short term

funds have not been used to finance long term

investments.

(xviii) As the Company has not made any preferential

allotment of shares during the year, paragraph 4 (xviii)

of the Order is not applicable.

(xix) According to information and explanations given to

us, no security has been created for debentures issued

during the year since they are unsecured.

(xx) Since the Company has not raised any money by way

of public issue during the year, paragraph 4 (xx) of

the Order is not applicable.

(xxi) Based upon the audit procedures performed and

information and explanations given by the

management, we report that no fraud by

the Company and no material fraud on the Company

has been noticed or reported during the course of our

audit for the year ended March 31, 2009.



Jaideep Bhargava

New Delhi Partner

Date : June 3, 2009 Membership No.: 90295

DSCL-24.p65 8/26/2009, 1:21 PM39


DCM SHRIRAM

CONSOLIDATED LIMITED

Balance Sheet as at March 31, 2009

Schedule As at As at

March 31, 2009 March 31, 2008

Rs. Crores Rs. Crores

Sources of Funds

Shareholders’ funds

Share capital 1 33.34 33.34

Reserves and surplus 2 1198.25 1111.99

1231.59 1145.33

Loan funds 3

Secured 1356.71 1234.21

Unsecured 604.91 523.70

1961.62 1757.91

Deferred tax liabilities (net) 4 143.94 171.20

Total 3337.15 3074.44

Application of Funds

Fixed assets 5

Gross block 2865.21 2310.84

Less : Depreciation 753.35 617.00

Net block 2111.86 1693.84

Capital work in progress 28.52 270.36

2140.38 1964.20

Investments 6 55.63 54.64

Current assets, loans and advances 7

Inventories 745.32 783.06

Sundry debtors 339.54 239.34

Cash and bank balances 33.30 46.56

Loans and advances 402.50 332.37

Other current assets 175.52 143.48

1696.18 1544.81

Less: Current liabilities and provisions 8

Current liabilities 450.82 402.95

Provisions 104.22 86.26

555.04 489.21

Net current assets 1141.14 1055.60

Total 3337.15 3074.44

Notes to the accounts 12

Per our report attached

For DELOITTE HASKINS & SELLS VIKRAM S. SHRIRAM AJAY S. SHRIRAM

Chartered Accountants Vice Chairman & Managing Director Chairman & Sr. Managing Director

Jaideep Bhargava B.L. SACHDEVA RAJIV SINHA AJIT S. SHRIRAM

Partner Company Secretary Dy. Managing Director N.J. SINGH

Membership No.: 90295 PRADEEP DINODIA

VIMAL BHANDARI

D. SENGUPTA

New Delhi S.C. BHARGAVA

June 3, 2009 Directors

DSCL-40.p65 8/26/2009, 1:21 PM40


DCM SHRIRAM


Schedule Year ended Year ended

March 31, 2009 March 31, 2008


Income

Gross sales 3571.34 2685.59

Less : Excise duty 180.56 196.04

Net sales 3390.78 2489.55

Other income 9 48.43 34.79

Total income 3439.21 2524.34

Expenditure

Manufacturing and other expenses 10 2250.44 1912.88

Purchases for resale 819.54 401.47

Interest - On debentures and other fixed loans 122.46 75.64

- Others 24.34 9.09


Total expenditure 3363.19 2521.21


Exceptional item:

-Profit on sale of SBM land redevelopment project - 779.64


Provision for taxation 11 (25.77) 111.78


Transfer from debenture redemption reserve 1.50 5.17

Balance brought forward from the previous year 461.53 251.37

Profit available for appropriation 564.82 927.53

Appropriations

Proposed dividends (equity shares)

- Interim - 49.77

- Final 13.27 6.64

Corporate dividend tax 2.26 9.59

General reserve 50.00 400.00

Balance carried to balance sheet 499.29 461.53

Earnings per share - basic/diluted (Rs.)

(Refer note 5 in schedule 12)

-Before exceptional item 6.14 (0.18)

-After exceptional item 6.14 40.44

Notes to the accounts 12

Profit and Loss Account for the year ended March 31, 2009

Per our report attached to the balance sheet






VIMAL BHANDARI

D. SENGUPTA



DSCL-40.p65 8/26/2009, 1:21 PM41


DCM SHRIRAM


Year ended Year ended

March 31, 2009 March 31, 2008

Rs. Crores Rs. Crores Rs. Crores Rs. Crores

A. Cash flow from operating activities

Net profit before tax and exceptional item 76.02 3.13

Adjustments for :


Loss on sale of fixed assets 1.20 0.13

Finance charges 1.88 3.05

Interest expense 146.80 84.73

Less: interest and dividend income (19.66) 127.14 (7.71) 77.02

Operating profit before working capital changes 352.65 205.46

Adjustments for :

Trade and other receivables (net) (185.96) 64.38

Inventories 37.74 (224.93)

Trade and other payables 84.45 (444.93)

Cash generated from operations 288.88 (400.02)

Income taxes paid (15.93) (111.90)

Net cash from/(used) in operating activities 272.95 (511.92)

B. Cash flow from investing activities

Purchase of fixed assets (355.21) (352.24)

Sale of fixed assets 3.09 3.89

Purchase of trade long term investment (1.55) -

Purchase of non-trade long term investments (0.27) (20.65)

Sale of non-trade long term investments 0.83 -

Purchase of non-trade current investments (7,077.49) (5,021.96)

Sale of non-trade current investments 7,077.49 5,021.96

Loans and advances to subsidiary companies (1.12) (47.93)

Interest received 16.80 4.08

Dividend received 2.15 1.67

Cash flow from investing activities before exceptional item (335.28) (411.18)


Net cash from/(used) in investing activities (335.28) 421.41

C. Cash flow from financing activities

Proceeds from borrowings 9,688.94 6,854.39

Repayment of borrowings (9,404.94) (6,584.65)

Finance charges (1.88) (3.05)

Changes in working capital borrowings (79.84) (32.92)

Dividends paid (6.64) (56.41)

Corporate dividend tax paid (1.13) (9.59)

Interest paid (145.30) (83.61)

Net cash from financing activities 49.21 84.16

Net increase/(decrease) in cash and cash equivalents (13.12) (6.35)

Cash and cash equivalents as at opening

Cash and cheques in hand and balance with banks 46.13 52.48

Cash and cash equivalents as at closing

Cash and cheques in hand and balance with banks 33.01 46.13

Cash Flow Statement for the year ended March 31, 2009

Per our report attached to the balance sheet






VIMAL BHANDARI

D. SENGUPTA



DSCL-40.p65 8/26/2009, 1:21 PM42


DCM SHRIRAM


2. RESERVES AND SURPLUS

As at As at

March 31, 2008 Additions Deductions March 31, 2009


Capital redemption reserve 8.41 - - 8.41

Share premium account 62.76 - - 62.76

Debenture redemption reserve 1.50 - 1.50# -

General reserve 577.79 50.00 - 627.79

Profit and loss account 461.53 37.76 - 499.29

1111.99 87.76 1.50 1198.25

# Transfer to profit and loss account on redemption.

Schedules to the Accounts

1. SHARE CAPITAL

As at As at

March 31, 2009 March 31, 2008


Authorised

24,99,50,000 (2007-2008 - 24,99,50,000) Equity shares 49.99 49.99

of Rs. 2 each

65,01,000 (2007-2008 - 65,01,000) Cumulative

redeemable preference shares of Rs.100 each 65.01 65.01

115.00 115.00

Issued

16,98,03,320 (2007-2008 - 16,98,03,320) Equity shares

of Rs. 2 each 33.96 33.96

Subscribed and paid up

16,59,03,320 (2007-2008 - 16,59,03,320) Equity shares

of Rs. 2 each fully called-up 33.18 33.18

Add: Forfeited shares - Amount originally paid up 0.16 33.34 0.16 33.34

33.34 33.34

NOTES:

Of the issued, subscribed and paid-up capital,

- 2,87,75,380 equity shares of Rs. 2 each represent the equity shares issued on October 9, 1990 to the

members of undivided DCM Limited in the ratio of one share for every four shares held by the members in

undivided DCM Limited, in terms of the Scheme of Arrangement effective from April 1, 1990, without payment

being received in cash.

- 8,29,51,660 equity shares of Rs. 2 each fully paid up were allotted and issued as bonus shares by

capitalisation of Capital Redemption Reserve.

DSCL-40.p65 8/26/2009, 1:21 PM43


DCM SHRIRAM


3. LOAN FUNDS

As at As at

March 31, 2009 March 31, 2008


Secured

Debentures - 3.00

Loans from banks

On cash credit account 114.21 194.05

Others 751.57 818.44

Other Loans 490.93 218.72

1356.71 1234.21

Unsecured

Deposits

Fixed 3.31 5.08

Others 30.90 29.80

Interest accrued and due on deposits 0.19 0.64

Short term loans and advances

Banks 570.51 488.18

604.91 523.70

1961.62 1757.91

Secured

1. Debentures:

i) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District

Gandhinagar, Gujarat and first equitable mortgage/charge on immovable/movable properties, both present and future,

of the Company’s undertakings at Kota, Rajasthan, subject to charges created/to be created in favour of the Company’s

bankers on stocks, stores and book debts for securing borrowings for working capital, and shall rank pari-passu in all

respects with the security created or to be created in terms of the stipulations of the respective Trust Deeds:

a) Nil (2007-2008 – 5,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable

in three equal annual instalments commencing from November 1, 2006. The third & final instalment has been paid

during the year (Rs. Nil due within a year, 2007-08 – Rs. 1.67 crores)

ii) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District

Gandhinagar, Gujarat and first equitable mortgage/charge created on immovable/movable properties both present and

future, of the Company’s undertaking at District Bharuch, Gujarat (save and except book debts) subject to charges

created in favour of the Company’s bankers on stocks, stores and book debts for securing borrowings for working

capital and shall rank pari-passu with existing charges created/to be created in favour of other first chargeholders:

a) Nil (2007-2008– 4,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable in

three equal annual instalments commencing from November 1, 2006. The third & final instalment has been paid

during the year (Rs. Nil due within a year, 2007-2008 – Rs. 1.33 crores)

2. Short term working capital borrowings from Banks:

i) Loans from banks on cash credit account of Rs. 114.21 crores (2007-2008 – Rs. 194.05 crores) are secured by first

charge on whole of the current assets of the company, both present and future. These loans are further secured by a

third charge by way of mortgage/hypothecation of all the immovable/movable properties (other than current assets) of

the Company’s undertakings at Kota in Rajasthan and Ajbapur, Rupapur, Loni & Hariawan in Uttar Pradesh.

ii) Short Term Loan of Rs. 43.49 crores (2007-2008- Rs. 85.27 crores) from a bank is secured by 50,000 6.65% Fertiliser

Companies GOI Special Bonds 2023 (2007-2008 – 90,000 7.95% Fertiliser Companies GOI Special Bonds 2026), by

way of Repo transactions.

3. Other loans:

(i) Term loans of Rs. 142.08 crores (2007-2008 – Rs. 154.13 crores) from banks are secured by way of first pari passu

mortgage/charge created on immovable/movable fixed assets, both present and future, term loan of Rs. 12.00 crores

(2007-2008 – Rs. 12.00 crores) from others is secured by way of first pari passu mortgage on immovable properties

Schedules to the Accounts (Continued)

DSCL-40.p65 8/26/2009, 1:21 PM44


DCM SHRIRAM


and first charge by way of hypothecation of all movables (save and except book debts), both present and future, subject

to prior charges created in favour of the Company’s bankers on the current assets for securing working capital borrowings,

a term loan of Rs. Nil (2007-2008 – Rs. 20.00 crores) from a bank was secured by way of second mortgage/charge

created on immovable and movable fixed assets, both present and future and term loan of Rs. 126.71 crores

(2007-2008 – Rs. Nil) from others is secured by way of first pari passu mortgage/charge created/to be created on

immovable and movable assets (excluding current assets), both present and future and a second charge ranking pari

passu on the current assets, both present and future of the Company’s undertakings at Jhagadia, Distt Bharuch, Gujarat

(Rs. 7.95 crores due within a year; 2007-2008 – Rs. 30.80 crores)

(ii) Term loans of Rs. 125.85 crores (2007-2008 – Rs. 128.47 crores) from banks are secured by way of first pari passu

mortgage/charge created on immovable/movable fixed asset both present and future, term loan of Rs. 18.00 crores

(2007-2008 – Rs. 18.00 crores) from others is secured by way of first pari passu mortgage on immovable properties

and first charge by way of hypothecation of all movables (save and except book debts), both present and future, subject

to prior charges created in favour of the Company’s bankers on the current assets for securing working capital borrowings,

term loans of Rs. Nil (2007-2008 – Rs.50.00 crores) from banks were secured by way of second mortgage/charge

created on immovable/movable fixed assets, both present and future and term loans of Rs. 258.48 crores (2007-2008

Rs. 120.03 crores) from others are secured by way of first pari passu mortgage/charge created/to be created on

immovable and movable assets (excluding current assets), both present and future and a second charge ranking pari

passu on the current assets, both present and future of the Company’s undertakings at Kota, Rajasthan

(Rs. 41.39 crores due within a year; 2007-2008 – Rs. 87.87 crores).

(iii) Term loan of Rs. 1.32 crores (2007-2008 – Rs. 3.32 crores) from a bank is secured by way of first mortgage, ranking pari

passu, on immovable/movable fixed assets, both present and future, pertaining to the Company’s Ajbapur Sugar Complex

and Rupapur Sugar Complex, Uttar Pradesh, (Rs. 1.32 crores due within a year; 2007-2008 – Rs. 2.00 crores).

(iv) Term loan of Rs. 33.33 crores (2007-2008 – Rs. 41.67 crores) from a bank is secured by way of first pari passu

mortgage/charge created on immovable/movable fixed assets, both present and future, term loans of Rs. 94.37 crores

(2007-08: Rs. 74.23 crores) from banks are secured by way of first pari passu mortgage/charge created on immovable/

movable assets, both present and future, subject to any prior charges created in favour of the Company’s bankers on

the current assets for securing working capital borrowings and term loans of Rs. 42.29 crores (2007-2008 –

Rs. 42.29 crores) from others are secured by way of a exclusive second charge on movable assets (save and

except book debts) both present and future, pertaining to the Company’s Ajbapur Sugar Complex, Uttar Pradesh

(Rs. 31.47 crores due within a year; 2007-2008 – Rs. 8.33 crores)

(v) Term loan of Rs. 101.36 crores (2007-2008 – Rs. 80.00 crores) from a bank is secured by way of first mortgage/

charge created on immovable/movable assets, both present and future, subject to prior charges created in favour of

Company’s bankers on current assets for securing working capital borrowings, term loan of Rs. 7.50 crores

(2007-2008 – Rs. 7.50 crores) from a bank is secured by way of first pari passu mortgage/charge created on immovable/

movable fixed assets, both present and future, pertaining to the Company’s Loni Sugar Complex, Uttar Pradesh.

(Rs. 0.18 Crores due within a year; 2007-2008 – Rs. Nil)

(vi) Term loan of Rs. 94.37 crores (2007-2008 – Rs. 74.23 crores) from a bank is secured by way of first pari passu

mortgage/charge created on immovable/movable assets, both present and future, subject to any prior charges created

in favour of the Company’s bankers on the current assets for securing working capital borrowings, term loan of

Rs. 7.50 crores (2007-08 – Rs. 7.50 crores) from a bank is secured by way of first pari passu mortgage/charge

created on immovable/movable fixed assets both present and future and term loan of Rs. 33.45 crores (2007-2008 –

Rs. 26.40 crores) from others is secured by way of first pari passu mortgage/charge created on immovable/movable

assets (excluding current assets) both present and future, and a second charge ranking pari passu on the current assets,

both present and future of the Company’s Hariawan Sugar Complex, Uttar Pradesh. (Rs. 25.61 crores due within a

year; 2007-2008 – Rs. Nil)

(vii) Term loan of Rs. 30.25 crores (2007-2008 – Rs. 35.69 crores) from a bank is secured by way of first mortgage/charge

created on immovable/movable fixed assets, both present and future pertaining to the Company’s Rupapur Sugar

Complex, Uttar Pradesh. (Rs. 15.12 crores due within a year; 2007-2008 – Rs. 11.90 crores)

(viii) Term loan of Rs. 56.43 crores (2007-2008 – Rs. 56.43 crores) from a bank is secured by way of residual mortgage/

charge created on immovable/movable fixed assets, both present and future pertaining to all the four sugar units of the

Company, i.e. Ajbapur Sugar Complex, Uttar Pradesh, Rupapur Sugar Complex, Uttar Pradesh, Hariawan Sugar Complex,

Uttar Pradesh & Loni Sugar Complex, Uttar Pradesh. (Rs. 4.70 crores due within a year; 2007-2008– Rs. Nil)

(ix) Term Loan of Rs. 13.72 crores (2007-2008 – Rs. Nil) from a bank secured by way of equitable mortgage of Land/

Building, both present and future, of SBM unit of the Company at Tonk, Rajasthan. (Rs. Nil due within a year;

2007-2008 – Rs. Nil)


DSCL-40.p65 8/26/2009, 1:21 PM45


DCM SHRIRAM


4. DEFERRED TAX LIABILITIES AND ASSETS

As at As at

March 31, 2009 March 31, 2008


Deferred tax liabilities


234.35 211.30

Deferred tax assets

Provision for gratuity and leave encashment 26.04 22.57

Provision for doubtful debts and advances 3.40 3.13

Others 60.97 14.40

90.41 40.10

Deferred tax liabilities (net) 143.94 171.20


5. FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

Description As at As at Up to For Up to As at As at

March 31, Additions Deductions March 31, March 31, the year Deductions March 31, March 31, March 31,

2008 2009 2008 2009 2009 2008

Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores

Land 104.35 16.18 - 120.53* - - - - 120.53 104.35

Buildings 290.17 117.13 0.87 406.43 24.73 8.56 0.39 32.90 373.53 265.44

Plant and machinery 1812.65 385.95 8.02 2190.58$ 542.23 120.82 5.90 657.15 1533.43 1270.42

Furniture and fittings 44.88 38.53 1.32 82.09 21.25 9.11 0.82 29.54 52.55 23.63

Vehicles 22.79 8.22 4.14 26.87 11.27 3.76 2.95 12.08 14.79 11.52

Intangibles

Technical Know how 23.79 - - 23.79 12.46 2.39 - 14.85 8.94 11.33

Brand 8.22 - - 8.22 3.75 0.68 - 4.43 3.79 4.47

Software 3.99 2.71 - 6.70 1.31 1.09 - 2.40 4.30 2.68

This year 2310.84 568.72** 14.35 2865.21 617.00 146.41 10.06 753.35 2111.86

Previous year 2145.61 173.13 7.90 2310.84 498.74 122.14# 3.88 617.00 1693.84


(including capital advances)

2140.38 1964.20

* Includes Rs. 2.30 crores (2007-2008 - Rs. 1.90 crores) pertaining to land situated at Hardoi and Hyderbad pending registration in favour of the Company.

$ Includes Rs. 0.16 crores (2007-2008 - Rs. 0.16 crores) in respect of certain plant and machinery retired from active use and held for disposal.

# Includes Rs. Nil (2007-2008 - Rs. 0.01 crores) transfer to capital work in progress/fixed assets.

** Includes addition of Rs. 3.89 crores (2007-2008 - Rs. 0.05 crores) on account of foreign exchange fluctuation

DSCL-40.p65 8/26/2009, 1:21 PM46


DCM SHRIRAM


6. INVESTMENTS

As at As at

March 31, 2009 March 31, 2008


Long Term

(valued at cost unless there is permanent fall in value thereof)

Trade Investments

Unquoted

7,95,009 (2007-2008 - 7,95,009) Equity shares of Rs.10 each

fully paid up of Bharuch Eco Aqua Infrastructure Limited 0.79 0.79

45,50,000 (2007-2008 - 30,00,000) Equity shares of Rs. 10

each fully paid up of Forum I Aviation Private Limited.15,50,000 4.55 3.00

Equity shares alloted during the year

Non-trade Investments

Government securities

Unquoted

National savings certificates 0.03 0.01

Investment in Shares, Units, etc.

Quoted

Nil (2007-2008 - 83,115) 6.75% Bonds of Rs.100 each fully

paid-up of Unit Trust of India. 83,115 units redeemed

during the year - 0.83

Unquoted

500 (2007-2008 - 500) 5.5% Bonds of Rs. 10,000 each fully 0.50 0.50

paid-up of Rural Electrification Corporation Limited

Investment in Subsidiaries

Unquoted

60,01,208 (2007-2008 - 60,01,208) Equity shares of Rs.10

each fully paid-up of DCM Shriram Credit and Investments Limited 0.22 0.22


each fully paid-up of DCM Shriram Aqua Foods Limited 4.22 4.22


each fully paid-up of Shriram Bioseed Genetics India Limited 8.78 8.78

2,00,000 (2007-2008 - 50,000) Equity shares of Rs. 10 each fully

paid up of DCM Shriram Energy and Infrastructure Ltd. 1,50,000 0.20 0.05

equity shares of Rs. 10 each fully paid up allotted during the year

17,33,207 (2007-2008 - 17,33,207) Equity shares of Rs. 10

each fully paid-up of DSCL Energy Services Company Limited 1.73 1.73


DSCL-40.p65 8/26/2009, 1:21 PM47


DCM SHRIRAM


6. INVESTMENTS (Continued)

As at As at

March 31, 2009 March 31, 2008


11,74,551 (2007-2008 - 11,74,551) Equity shares of US $ 1

each fully paid-up of Bioseeds Limited 14.41 14.41

50,000 (2007-2008 - 50,000) Equity shares of Rs. 10 each fully

paid up of Hariyali Rural Ventures Limited 0.05 0.05

50,000 (2007-2008 - Nil) Equity shares of Rs. 10 each fully

paid up of SBM Yarn Limited allotted during the year 0.05 -

50,000 (2007-2008 - Nil) Equity shares of Rs. 10 each fully

paid up of Fenesta Building Systems Limited allotted during the year 0.05 -

40,50,000 (2007-08 - 40,50,000) Equity shares of Rs. 10 each

fully paid up of Shriram Bioseed Ventures Limited 20.05 20.05

17,50,280 (2007-2008 - Nil) Equity shares of 10 each fully paid up

of Shri Ganpati Fertilizer Limited acquired during the year # (Re. 1) # -

TOTAL: 55.63 54.64

Aggregate book value - Quoted - 0.83

- Unquoted 55.63 53.81

Aggregate market value - Quoted - 0.84

7. CURRENT ASSETS, LOANS AND ADVANCES

As at As at

March 31, 2009 March 31, 2008


Current Assets

Inventories

Stores and spares* 86.06 70.72

Stock-in-trade**

Raw materials 93.71 70.55

Process Stock 11.56 10.34

Finished goods 553.99 631.45

745.32 783.06

Sundry debtors

Debts over six months

Secured - considered good 0.11 0.04

Unsecured - considered good 82.30 28.62

- considered doubtful 8.81 8.55

Other debts



348.35 247.89

Less: Provision for doubtful debts 8.81 8.55

339.54 239.34


DSCL-40.p65 8/26/2009, 1:21 PM48


DCM SHRIRAM



7. CURRENT ASSETS, LOANS AND ADVANCES (Continued)

As at As at

March 31, 2009 March 31, 2008


Cash and bank balances

Cash on hand 1.11 3.88

Cheques in hand 2.13 5.98

With scheduled banks on

Current account 28.60 35.73

Deposit account # 1.46 0.97

33.30 46.56

Loans and Advances

Unsecured and considered good unless otherwise stated$

Advances recoverable in cash or in kind or for value to be received

Considered good 237.70 201.39

Considered doubtful 1.18 0.63

Less : Provision for doubtful advances 1.18 0.63

237.70 201.39

Deposits 53.09 21.07

Balances with customs, excise etc. 53.95 67.30

Tax payments (net of provision for current tax and Fringe benefit tax)@ 46.72 40.28

MAT credit entitlement 8.00 -

Interest accrued on investments and deposits 3.04 2.33

402.50 332.37

Other current assets (trade)**

(refer note 8 of schedule 12)

16400 (2007-2008 - 30000) 8.3% Fertiliser companies GOI

special bond 2023 of Rs. 10,000 each fully paid-up,

13600 (2007-08 - 10000) sold during the year 16.40 30.00

62400 (2007-2008 - 1,23,000) 7.95% Fertiliser companies GOI

special bond 2026 of Rs.10,000 each fully paid-up

60600 (2007-08 - Nil) sold during the year 62.40 123.00

56000 (2007-2008 - Nil) 7% Fertiliser companies GOI

special bond 2022 of Rs.10,000 each fully paid-up issued

during the year 56.00 -

50470 (2007-2008 - Nil) 6.65% Fertiliser companies GOI

special bond 2023 of Rs.10,000 each fully paid-up issued

during the year ## 50.47 -

185.27 153.00

Less : Provision for diminution in the value of fertiliser bonds 9.75 9.52

175.52 143.48

1696.18 1544.81

* Stores and spares are valued at cost or under.

** Stock-in-trade and other current assets is valued at cost or net realisable value, whichever is lower.

# Includes Rs. 0.29 crore (2007-2008 Rs. 0.43 crore) provided as margin for bank guarantees and letter of credit

$ Refer note 7 of Schedule 12.

@ Includes Rs. Nil (2007-2008 Rs.11.76 crores) MAT credit adjusted during the year

## Also refer note 2 (ii) of schedule 3

DSCL-40.p65 8/26/2009, 1:21 PM49


DCM SHRIRAM



8. CURRENT LIABILITIES AND PROVISIONS

As at As at

March 31, 2009 March 31, 2008


Current Liabilities

Sundry creditors #

Total outstanding dues of micro and small enterprise * 0.99 0.17

Total outstanding dues of creditors other

than micro and small enterprise 436.48 391.20

Ex-gratia payable under voluntary retirement schemes ** 1.21 1.39

Interest accrued but not due on loans 12.14 10.19

450.82 402.95

Provisions

Gratuity 46.70 40.54

Compensated absences 29.90 25.86

Provision for contingencies 12.09 12.09

Proposed dividends 13.27 6.64


104.22 86.26

555.04 489.21

# Sundry creditors do not include any amounts outstanding as on March 31, 2009 which are required to be

credited to Investor Education and Protection Fund.

* Refer note 6 of schedule 12

**Rs. 0.18 crore (2007-2008 - Rs.0.18 crore) due within a year.

9. OTHER INCOME


March 31, 2009 March 31, 2008


Dividend income (gross) from:

- non trade, current investments 2.15 1.67

Profit on sale of fertiliser bonds 0.06 -

Interest income # 17.51 6.04

Rent 4.42 3.07

Liabilities/provisions no longer required written back 2.34 2.22

Miscellaneous 21.95 21.79

48.43 34.79

# Income-tax deducted at source -Rs. 0.56 crore (2007-2008 - Rs. 0.66 crore)

DSCL-40.p65 8/26/2009, 1:21 PM50


DCM SHRIRAM



10. MANUFACTURING AND OTHER EXPENSES


March 31, 2009 March 31, 2008


Raw materials consumed 1096.91 1183.59

Stores, spares and components 136.00 141.37

Power, fuel, etc. 444.97 358.35

Repairs

Buildings 3.98 3.69

Plant and machinery 18.42 25.67

Salaries, wages, bonus, gratuity, commission, etc. 209.15 168.07

Provident and other funds 16.39 15.58

Welfare 11.06 8.98

Rent 16.21 9.63

Insurance 7.76 6.62

Donation 0.28 2.89

Rates and taxes 1.33 1.52

Auditors’ remuneration

Audit fee 0.55 0.48

Tax audit 0.07 0.02

Other services 0.53 0.42

Out-of-pocket expenses 0.01 0.04

Directors’ fees 0.09 0.07

Bad debts and advances written off 1.25 0.42


Freight and transport 59.54 50.70

Commission to selling agents 3.05 1.85

Brokerage, discounts (other than trade discounts), etc. 2.08 1.55

Selling expenses 27.32 20.54

Exchange fluctuation 36.74 13.19

Loss on sale of fertiliser bonds - 0.15

Loss on sale/write off of fixed assets 1.20 0.13

Increase/(decrease) in excise duty on finished goods (14.71) 10.57

Provision for diminution in the value of fertiliser bonds 7.21 9.52

Provisions for losses on derivative transactions - 2.42

Miscellaneous expenses 86.71 73.28

2175.20 2112.36

Less:- Cost of own manufactured goods capitalised (1.00) (0.84)

2174.20 2111.52

(Increase)/decrease in stocks of finished goods and process stocks

Closing stocks 565.55 641.79

Less : Opening stocks 641.79 443.15

76.24 (198.64)

2250.44 1912.88

11. CURRENT/DEFERRED TAX


March 31, 2009 March 31, 2008


-Current tax 8.00 102.77

Less: MAT credit entitlement 8.00 - - 102.77

- Deferred tax (3.03) 6.58

- Fringe benefit tax 3.65 2.43

- Adjustments related to earlier year

current tax (2.16) -

deferred tax (24.23) (26.39) - -

(25.77) 111.78

DSCL-40.p65 8/26/2009, 1:21 PM51


DCM SHRIRAM



12. NOTES TO THE ACCOUNTS

1. Significant accounting policies

(i) Accounting convention

The financial statements are prepared under the historical cost convention. These statements have

been prepared in accordance with applicable mandatory Accounting Standards and relevant presentational

requirements of the Companies Act, 1956.

(ii) Fixed assets and depreciation

Fixed assets are stated at cost less accumulated depreciation. Cost of acquisition or construction is

inclusive of freight, duties, taxes and incidental expenses and interest on loans attributable to the

acquisition of assets up to the date of commissioning of assets. Capital subsidy received against

specific assets is reduced from the value of relevant fixed assets.

The Company is following the straight line method of depreciation in respect of buildings, plant and

machinery and written down value method in respect of other assets.

Depreciation is provided at the rates as specified in schedule XIV to the Companies Act, 1956, except

in the case of following assets where depreciation is provided at rates indicated against each asset:

Depreciation Rate

- catalyst tubes 12.50%

- cell units 10.00%

- certain other plant and machinery items 16.67%

- office and other equipments 25.00%

Depreciation is calculated on a pro-rata basis from the date of additions, except in the case of assets

costing upto Rs. 5000 each, where each such asset is fully depreciated in the year of purchase.

Depreciation (amortisation) on intangibles is provided on straight line method as follows:

- Technical know-how is amortised over its estimated economic useful life of 10 years.

- Brand is amortised over a period of 10 years.

- Software is amortised over a period of 5 years.

On assets sold, discarded, etc. during the year, depreciation is provided upto the date of sale/discard.

(iii) Foreign currency transactions and derivatives

Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at

the time of transaction.

Monetary items (i.e. receivables, payables, loans etc.) denominated in foreign currency are reported

using the closing exchange rate on each balance sheet date.

The exchange differences arising on the settlement of monetary items or on reporting these items at

rates different from rates at which these were initially recorded/reported in previous financial statements

are recognized as income/expense in the period in which they arise except that the exchange differences

arising till the commissioning of fixed assets, relating to borrowed funds and liabilities in foreign currency

for acquisition of the fixed assets are adjusted to the cost of fixed assets.

In case of forward exchange contracts, the premium or discount arising at the inception of such

contracts, is amortised as income or expense over the life of the contract. Further exchange difference

on such contracts i.e. difference between the exchange rate at the reporting/settlement date and the

exchange rate on the date of inception of contract/the last reporting date, is recognized as income/

expense for the period except that the exchange differences, including premium or discount on forward

exchange contracts, arising till the commissioning of fixed assets, relating to borrowed funds and

liabilities in foreign currency for acquisition of the fixed assets are adjusted to the cost of fixed assets.

DSCL-40.p65 8/26/2009, 1:21 PM52


DCM SHRIRAM



(iv) Inventories

Stores and spares are valued at cost or under. Stock-in-trade is valued at cost or net realisable value,

whichever is lower. The bases of determining cost (which also includes taxes and duties wherever applicable)

for different categories of inventory are as follows:-

Stores, spares and raw materials - Weighted average rate.

Stock-in-trade

Process stocks and finished goods - Direct cost plus appropriate share of overheads after giving credit

for other income and excluding certain expenses like ex-gratia

and gratuity.

By-products - At estimated realisable value

(v) Revenue recognition

a) Revenue in respect of sale of products is recognised at the point of despatch to customer.

b) Under the retention pricing scheme, the Government of India reimburses to the fertiliser industry, the

difference between the retention price based on the cost of production and selling price (as realised

from the farmers) as fixed by the Government from time to time, in the form of subsidy. The effect of

variation in input costs/expenses on retention price yet to be notified is accounted for by the Company

as income for the year based on its assessment of ultimate collection with reasonable degree of

certainty at the time of accrual.

c) The Company accrues concession/subsidy on traded Phosphatic and Potassic fertilisers pending

notification by Government of India, based on its assessment of ultimate collection thereof with reasonable

degree of certainty.

(vi) Investments

Long term investments are stated at cost unless there is a permanent fall in value thereof. Current

investments are stated at cost or net realisable value whichever is less.

(vii) Employee benefits

Company’s contributions paid/payable during the year to provident fund, superannuation fund and

employees’ state insurance corporation are recognised in the profit and loss account. For the Provident

Fund Trust administered by the Company, the Company is liable to meet the shortfall, if any, in payment

of interest at the rates declared by the Central Government, and such liability is recognised in the year

of shortfall.

Provisions for gratuity and compensated absences determined on an actuarial basis at the end of the

year are charged to revenue each year.

(viii) Research and development

The revenue expenditure on research and development is charged as an expense in the year in which it

is incurred. Capital expenditure is included in fixed assets.

(ix) Income-tax

The Income-tax liability is provided in accordance with the provisions of the Income-tax Act, 1961.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, between

taxable income and accounting income. Deferred tax assets on unabsorbed depreciation and carry

forward losses are recognised on virtual certainty that sufficient future taxable income will be available

against which such deferred tax assets can be realised.

DSCL-40.p65 8/26/2009, 1:21 PM53


DCM SHRIRAM




(Rs. Crores) (Rs. Crores)

2. (i) Contingent liabilities not provided for:

Claims* (excluding claims by employees where amount not

ascertainable) not acknowledged as debts:

Income tax matters 0.31 -

Sales tax matters 1.33 1.33

Excise matters 2.22 2.30

Additional premium on land 8.11 8.11

Others 6.10 7.08

Total 18.07 18.82

* All the above matters are subject to legal proceedings in the ordinary course of business. In the opinion

of management the legal proceedings, when ultimately concluded, will not have a material effect on

results of operations or financial position of the Company.

(ii) Capital commitments (net of advances) 9.90 94.00

(iii) Guarantees given to financial institutions,

banks and other parties in respect of loans

availed by subsidiaries and other parties:

Amount guaranteed 2.44 1.85

Amount of loans outstanding 0.65 0.52

3. In accordance with past practice, the Company has taken revenue credits aggregating Rs. 46.81 crores

(2007-2008 - Rs. 14.21 crores) for urea subsidy claims, which are pending notification/final acceptance by

‘Fertiliser Industry Coordination Committee’ (FICC), Government of India, in pursuance of the Retention

Price Scheme administered for nitrogenous fertilisers. Similarly, revenue credits aggregating Rs. 17.38 crores

(2007-08 - Rs. 0.27 crores) for subsidy claims relating to Di-Ammonium Phosphate, Murite of Potash and

Single Super Phosphate have been taken which are pending notification of final rates of concession/subsidy by

the Government of India, Ministry of Chemicals and Fertilisers. Necessary adjustment to revenue credits so

accrued will be made on issuance of notification by FICC/Government of India, Ministry of Chemicals and

Fertilisers or final settlement thereof.

4. Segment reporting

A. Business segments:

Based on the guiding principles given in Accounting Standard AS-17 “Segment Reporting” notified under

Companies (Accounting Standard) Rules, 2006, the Company’s business segments include: Fertilisers

(manufacturing of urea), Chloro-Vinyl (manufacturing of poly-vinyl chloride, carbide and chlor alkali products),

Agri inputs (trading of di-ammonium phosphate, murite of potash, super phosphate, other fertilisers, seeds

and pesticides), Sugar (manufacturing of sugar products and co-generation of Power), Cement (manufacturing

of cement), Hariyali Kisaan Bazaar (Rural retail and agri businesses), Others (UPVC window systems,

textiles, plaster of paris and compounds). Sale of power from the power generation facilities set up for the

business segments is included in their respective results.

B. Geographical segments:

Since the Company’s activities/operations are primarily within the country and considering the nature of

products/services it deals in, the risks and returns are same and as such there is only one geographical

segment.

C. Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note 1

above, the accounting policies in relation to segment accounting are as under:

DSCL-40.p65 8/26/2009, 1:21 PM54


DCM SHRIRAM



a) Segment revenue and expenses:

Joint Revenue and joint expenses of segments are allocated amongst them on a reasonable basis. All

other segment revenue and expenses are directly attributable to the segments.

b) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating

cash, debtors, inventories and fixed assets, net of allowances and provisions, which are reported as

direct offsets in the balance sheet. Segment liabilities include all operating liabilities and consist principally

of creditors and accrued liabilities. Segment assets and liabilities do not include deferred income taxes.

While most of the assets/liabilities can be directly attributed to individual segment, the carrying amount

of certain assets/liabilities pertaining to two or more segments are allocated to the segments on a

reasonable basis.

c) Inter segment sales:

Inter segment sales between operating segments are accounted for at market price. These transactions

are eliminated in consolidation.

D. Information about business segments:

Rs. Crores

PARTICULARS Fertiliser Agri Inputs Sugar Hariyali Kisaan Chloro-Vinyl # Cement Others Elimination Total

Bazaar

This Previous This Previous This Previous This Previous This Previous This Previous This Previous This Previous This Previous

Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year

1. REVENUE

External sales 795.44 703.17 419.66 156.23 642.89 502.22 406.97 217.98 876.53 749.65 146.44 139.55 283.41 216.79 3571.34 2685.59

Inter segment sales 0.06 8.22 1.98 - 0.27 4.57 3.09 54.78 46.18 - 0.04 - - 67.57 51.62

Total revenue 795.44 703.23 427.88 158.21 642.89 502.49 411.54 221.07 931.31 795.83 146.44 139.59 283.41 216.79 67.57 51.62 3571.34 2685.59

2. RESULTS

Segment results 25.82 19.69 23.05 7.27 87.86 (4.99) (64.57) (29.64) 197.50 148.97 25.47 27.63 (3.49) (17.48) 291.64 151.45

Unallocated expenses (net of income) 68.82 63.59

Operating profit 25.82 19.69 23.05 7.27 87.86 (4.99) (64.57) (29.64) 197.50 148.97 25.47 27.63 (3.49) (17.48) 222.82 87.86


Profit before tax and exceptional items 76.02 3.13

Profit on sale of SBM land redevelopment project - 779.64


Provision for taxation (25.77) 111.78

Net profit 101.79 670.99

3. OTHER INFORMATION

A. ASSETS

Segment assets 281.46 301.11 136.72 87.11 1276.54 1394.76 476.66 305.85 1009.25 909.26 35.49 36.09 228.97 178.72 3445.09 3212.90

Unallocated assets 447.10 350.75

Total assets 281.46 301.11 136.72 87.11 1276.54 1394.76 476.66 305.85 1009.25 909.26 35.49 36.09 228.97 178.72 3892.19 3563.65

B. LIABILITIES

Segment liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.90 13.84 10.30 27.84 20.36 492.95 448.31

Share capital and reserves 1231.59 1145.33

Secured and unsecured loans 1961.62 1757.91

Unallocated liabilities 206.03 212.10

Total liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.90 13.84 10.30 27.84 20.36 3892.19 3563.65

C. OTHERS

Capital expenditure 5.39 5.11 - 0.01 64.53 20.30 113.95 98.85 99.00 233.77 1.95 1.98 39.32 17.66

Depreciation 12.24 13.06 0.04 0.05 43.28 41.76 11.55 5.06 63.92 47.62 1.97 2.96 11.36 9.51

Non cash expenses other than depreciation 0.02 0.30 1.43 0.03 0.55 0.22 0.27 0.30 0.07 0.62

# As ‘Chemicals’ and ‘Plastics’ business of the Company have become more interrelated and similar during the year and based on the factors detailed in Accounting Standard (AS) - 17, ‘ Segment Reporting’ notified under Companies

(Accounting Standard) Rules, 2006, these segments have been combined into one segment namely ‘Chloro-Vinyl’

DSCL-40.p65 8/26/2009, 1:21 PM55


DCM SHRIRAM



5. Earnings per share:

This year Previous year

Profit after tax and exceptional items (Rs. Crores) 101.79 670.99

Exceptional items, net of taxes of Rs. 105.62 crores (Rs. Crores) - 674.02

Profit/(loss) after tax but before exceptional item (Rs. Crores) 101.79 (3.03)

Weighted average number of equity shares outstanding 16,59,03,320 16,59,03,320

Basic and diluted earnings per share in rupees

(face value – Rs. 2 per share) :

- Before exceptional items 6.14 (0.18)

- After exceptional items 6.14 40.44

6. Based on the information available with the company, the principal amount and interest due to Micro and Small

Enterprise as defined under the “The Micro, Small, and Medium Enterprises Development Act, 2006” is Rs. 0.92

Crores (2007-2008 - Rs. 0.17 Crores) and Rs. 0.07 Crores (2007-2008 - Rs. Nil) respectively.

7. Loans and advances include following amounts due from subsidiaries:

Amount outstanding Maximum amount

as at year end outstanding during

the year

Name of the party This year Previous year This year Previous year

(Rs. Crores) (Rs. Crores) (Rs. Crores) (Rs. Crores)

1. DCM Shriram Credit and Investments Limited 6.25 7.33 41.91 36.06

2. Shriram Bioseed Genetics India Limited 6.98 12.04 12.71 19.77

3. DCM Shriram Aqua Foods Limited 0.09 0.03 0.09 0.09

4. DSCL Energy Services Company Limited 0.01 - 0.37 0.55

5. DCM Shriram Infrastructure Limited 24.54 22.60 24.54 22.60

6. Shriram Bioseed Ventures Limited 34.57 34.56 34.57 34.70

7. Shri Ganpati Fertilizers Limited 17.01 - 19.24 -

8. Hariyali Rural Ventures Limited 33.31 - 33.31 -

9. Hariyali Rural Foundation 0.04 - 0.12 -

10. DCM Shriram Energy and Infrastructure Limited 0.21 - 0.40 -

Total 123.01 76.56

8. The Government of India, Ministry of Fertilizers, issued fertilizers bonds aggregating Rs. 106.47 crores (2007-08 –

Rs. 163.00 crores) to the Company in lieu of fertilizer subsidy receivable to enable the companies to sell these bonds

in the market to realize its receivables. In accordance with this intent, the bonds have been classified as ‘Other Current

Assets’ during the year as against ‘Investments’ in previous year.

9. Details of Pre-operative expenses pending allocation included under Capital work in progress in Schedule 5 is

as under:

Particulars This Year Previous Year


Raw materials consumed 0.06 -

Stores, spares and components 0.01 -

Repairs to Plant and machinery - 0.06

Salaries, wages, bonus, gratuity, commission etc. 1.72 3.11


Welfare 0.02 0.03

Rent - 0.02

Insurance 0.08 0.58


Exchange fluctuation (4.53) 8.32


Interest and finance charges 12.19 5.24

Depreciation - 0.01

12.54 23.29

Add: Brought forward from the previous year 21.80 44.61

Less: Capitalised during the year 30.08 46.10

Transferred to capital work-in-progress 4.26 21.80

DSCL-40.p65 8/26/2009, 1:21 PM56


DCM SHRIRAM



10.Related party disclosures under Accounting Standard AS-18 “Related Party Disclosures” notified under Companies

(Accounting Standard) Rules, 2006:

A. Name of related party and nature of related party relationship

Subsidiaries: DCM Shriram Credit and Investments Limited, DCM Shriram International Limited, DCM Shriram

Infrastructure Limited, DCM Shriram Thermal Energy Limited (formerly Anant Thermal Energy Limited),

Hariyali India Limited*, DCM Shriram Aqua Foods Limited, Hariyali Rural Foundation (formerly Hariyali

Finance Foundation), DSCL Energy Services Company Limited, Hariyali Rural Ventures Limited, Hariyali

Insurance Broking Limited*, DCM Shriram Energy and Infrastructure Ltd., DCM Shriram Hydro Energy

Limited*, SBM Yarn Limited*, Fenesta Building Systems Limited*, Shri Ganpati Fertilizers Limited*, Shriram

Bioseed Genetics India Limited, Shriram Bioseed (Thailand) Limited, Bioseeds Limited, Bioseed Research

Philippines Inc., Bioseeds Holdings PTE. Limited*, Bioseed Vietnam Limited, Bioseed Research India Private

Limited, Shriram Bioseed Ventures Limited, Shriram Bioseeds Limited, Zeus Investments Limited, Affee

Investment Corp.**, Bioseed Genetics International Inc.**,

* subsidiary from current year,

**liquidated during the year.

Key Managerial Persons, their relatives and HUFs: Mr. Ajay S. Shriram, Mr. Vikram S. Shriram, Mr. Rajiv

Sinha, Mr. Ajit S. Shriram, Mr. N.J. Singh, Mr. Aditya A. Shriram (relative of Mr. Ajay S. Shriram), Mrs. Divya

Sinha (relative of Mr. Rajiv Sinha), Ms. Arunima Sinha (relative of Mr. Rajiv Sinha), M/s. Ajay S. Shriram

(HUF), M/s. Vikram S. Shriram (HUF).

B. Transactions with related parties referred to in note 10 A above.

Rs. Crores

TYPE OF TRANSACTIONS DCM Shriram DSCL Energy Shriram DCM Shriram DCM Shriram Shriram Hariyali Shri Ganpati DCM Shriram Hariyali Fenesta SBM Key Total

Credit and Services Bioseed Aqua Foods Infrastructure Bioseed Rural Fertilizers Energy and Rural Building Yarn Ltd managerial

Investments Company Genetics Ltd. Ltd. Ventures Ventures Ltd. Infrastructure Foundation Systems personnel,

Ltd. Ltd. India Ltd. Ltd. Ltd. Ltd. Ltd their relatives

and their HUF

Sale of finished and other goods 7.83 7.83

(-) (-)

Interest recovered 0.66 - 0.10 0.76

(0.91) (0.01) (0.89) (1.81)

Expenses recovered 2.03 3.30 - # 5.33

(2.38) (4.33) (0.31) (-) (7.02)

Purchases of finished goods 37.65 4.55 42.20

(22.21) (-) (22.21)

Rent paid ## 2.43 2.43

(-) (2.10) (2.10)

Security deposits given 33.31 - 33.31

(-) (1.00) (1.00)

Fixed deposit taken 0.02 0.02

(-) (-)

Security deposits received back 0.02 0.02

(0.07) (0.07)

Collection charges received 0.02 0.02

(-) (-)

Loans and advances given (net) - 0.05 1.94 0.01 0.21 0.02 2.23

(2.95) (-) (22.55) (34.56) (-) (-) (60.06)

Loans and advances received back (net) 1.61 2.03 - 3.64

(9.42) (-) (0.05) (9.47)

Consultancy paid 0.08 0.08

(0.70) (0.70)

Expenses paid - -

(0.03) (0.03)

Shares purchased - 0.15 0.05 0.05 0.25

(20.04) (-) (-) (-) (20.04)

Asset sold 0.01 0.01

(-) (-)

Assets purchased - -

(1.77) (1.77)

Balance outstanding as at the year end

Security deposits/receivable 33.31 8.75 42.06

(-) (8.77) (8.77)

Fixed deposits 0.09 0.09

(0.07) (0.07)

Loans and advances 6.25 0.01 6.98 0.09 24.54 34.57 17.01 0.21 0.04 89.70

(7.33) (-) (12.04) (0.03) (22.60) (34.56) (-) (-) (-) (76.56)

Commission Payable 2.07 2.07

(-) (-)

Amount Payable - * -

(0.05) (-) (0.05)

Figures in bracket denotes previous year figures

# Rs. 34,211

## Rs. 44,452

* Rs. 10,241

Note: Details of remuneration to whole time directors are given in note 13 below.

DSCL-40.p65 8/26/2009, 1:21 PM57


DCM SHRIRAM


11.Employee Benefits

The Company has classified the various benefits provided to employees as under:-

i) Defined contribution plans :

The Company has recognized the following amounts in the profit and loss account:

(Rs. crores)


- Employers’ contribution to provident fund 10.22 8.51

- Employers’ contribution to superannuation fund 6.19 7.06

- Employers’ contribution to employees’ state insurance corporation 0.26 0.21

ii) Defined benefit plans

a) Gratuity

b) Compensated absences – Earned leave/sick leave

In accordance with Accounting Standard 15 (revised 2005), actuarial valuation was done in respect of the

aforesaid defined benefit plans and details of the same are given below :-

(Rs. Crores)

Compensated absences

Gratuity Earned leave Sick leave

(Unfunded) (Unfunded) (Unfunded)

This Previous This Previous This Previous

Year year Year year Year year

Discount rate (per annum) 8% 8% 8% 8% 8% 8%

Future salary increase 7% 7% 7% 7% 7% 7%

In service mortality * * * * * *

Retirement age 58/60 58/60 58/60 58/60 58/60 58/60

Years years Years years Years years

Withdrawal rates:

- upto 30 years 3% 3% 3% 3% 3% 3%

- upto 44 years 2% 2% 2% 2% 2% 2%

- above 44 years 1% 1% 1% 1% 1% 1%

I. Expense recognised in profit and loss account

Current service cost 2.99 2.57 2.12 2.90 0.99 0.86

Interest cost 3.40 2.93 1.30 1.00 0.96 0.79

Net actuarial(gain)/loss recognised in the year 2.08 2.51 0.80 0.15 (0.65) (0.45)

Total expense 8.47 8.01 4.22 4.05 1.30 1.20

II. Net asset/(liability) recognised in the balance sheet

Present value of Defined benefit obligation 46.70 40.54 17.57 14.83 12.33 11.03

Funded status [(deficit)] (46.70) (40.54) (17.57) (14.83) (12.33) (11.03)

Net asset/(liability) (46.70) (40.54) (17.57) (14.83) (12.33) (11.03)

III. Change in the present value of obligation

during the year

Present value of obligation as at the beginning

of the year 40.54 36.60 14.83 12.54 11.03 9.83

Interest cost 3.40 2.93 1.30 1.00 0.96 0.79

Current service cost 2.99 2.57 2.12 2.90 0.99 0.86

Benefits paid (2.31) (4.07) (1.48) (1.76) — —

Actuarial (gains)/losses on obligation 2.08 2.51 0.80 0.15 (0.65) (0.45)

Present value of obligation as at the end of the year 46.70 40.54 17.57 14.83 12.33 11.03

* LIC (1994-96) duly modified


DSCL-40.p65 8/26/2009, 1:21 PM58


DCM SHRIRAM


12. ‘Excise duty’ on sales has been deducted from gross sales on the face of profit and loss account. ‘Increase/

(decrease) in excise duty on finished goods’ has been shown under the head ‘Manufacturing and other expenses’

in schedule 10.

13.Managerial remuneration

Managerial remuneration of Rs. 6.93 crores (2007-2008 – Rs. 3.82 crores) includes commission payable to

managing directors Rs. 2.07 crores (2007-2008 – Rs. Nil) and non-working directors Rs. 0.42 crores (2007-

2008 – Rs. Nil).

This year Previous year


Salaries and allowances 2.26 1.95

Contribution to provident and other funds 0.61 0.53

Perquisites 1.57 1.34

Commission 2.49 -

Total 6.93 3.82


Provision for incremental gratuity liability and leave encashment for the current year in respect of directors has

not been considered above, since the provision is based on an actuarial basis for the Company as a whole.

Computation of net profit in accordance with section 198 of the Companies Act, 1956 and commission

payable to directors.

This Year

(Rs. Crores)

Profit for the year before tax, per profit and loss account 76.02

Add: Managerial remuneration including commission 6.93

Directors’ sitting fees 0.09

83.04

Net profit in accordance with section 198 of the Companies Act, 1956 83.04

Maximum remuneration to managing directors @ 10% of the net profit 8.30

Restricted to 6.51

Maximum remuneration @ 1% of net profit to non-working directors 0.83

Restricted to 0.42

Previous year figure has not been given as in view of inadequacy of profits, remuneration was paid in accordance

with Central Government’s approval/Schedule XIII to the Act, as applicable.

DSCL-40.p65 8/26/2009, 1:21 PM59


DCM SHRIRAM


14.Current Investments purchased and sold during the year are as follows:

Current Investments (Mutual fund units) purchased and sold during the year 2008-09:-

S. Face value Purchased Units* Sold units*

No. Name of the Fund Nos. Amount Nos.

(Rs.) (Crores) (Rs. Crores) (Crores)

1 UTI Money Market Mutual Fund - Daily Reinvest Option 10 47.74 72.31 47.74

2 UTI Liquid Cash Plan Institutional - Daily Income Option- Re-Investment 1000 0.01 10.00 0.01

3 JM High Liquidity Fund - Super Institutional Plan- Daily Dividend 10 1.00 10.00 1.00

4 Kotak Liquid (Institutional) - Weekly Dividend 10 26.05 318.49 26.05

5 DWS insta cash plus fund - regular plan daily dividend 10 3.07 31.62 3.07

6 DWS insta cash plus fund - institutional plan daily dividend 10 4.19 42.02 4.19

7 DWS insta cash plus fund - super institutional plan daily dividend 10 36.87 369.43 36.87

8 Birla Sunlife Liquid Plus - Institutional Daily Dividend - Reinvestment 10 2.70 26.96 2.70

9 Birla Sunlife Cash Plus - Institutional Premium Daily Dividend - Reinvestment 10 143.72 1,439.96 143.72

10 HDFC cash management fund savings plan- dividend daily reinvestment 10 4.93 52.47 4.93

11 HDFC Liquid Fund Premium Plan - Dividend Daily Reinvestment 10 33.68 412.94 33.68

12 Principal Cash Management Fund- Liquid Option Instl. Plan- Dividend Reinvestment Daily 10 4.14 41.41 4.14

13 Canara Robeco Liquid Super Instl. Daily Dividend Reinvestment 10 46.99 471.87 46.99

14 Reliance Money Manager Fund -Institutional Option - Daily Dividend Plan 1000 0.01 8.36 0.01

15 Reliance Liquid Fund-Treasury Plan - Institutional Option Daily Dividend Option' 10 9.49 145.04 9.49

16 Reliance Liquidity Fund-Daily Dividend Reinvestment Option 10 35.25 352.57 35.25

17 Bharti Axa Liquid Fund - Super Institutional Plan - Daily Dividend 1000 0.15 148.77 0.15

18 Tempelton India Treasury Management Account-Institutional Plan-Daily

Dividend Reinvestment 1000 0.02 16.40 0.02

19 Tempelton India Treasury Management Account-Super Institutional Plan-Daily

Dividend Reinvestment 1000 0.42 416.54 0.42

20 Tata Liquid Super High Investment Fund - Daily Dividend Reinvestment 1000 0.73 812.97 0.73

21 Tata Treasury Manager -Ship Daily Dividend 1000 0.01 15.00 0.01

22 JP morgan india liquid fund-super institutional daily dividend plan reinvestment 10 15.93 159.39 15.93

23 DSP Black Rock Cash Manager Fund -Institutional Plan Daily Dividend 1000 0.07 69.07 0.07

24 SBI Magnum Insta Cash Fund -Daily Dividend Plan 10 11.53 156.34 11.53

25 ICICI Prudential Institutional Liquid Plus -Super Institutional Daily Plan 10 133.78 1,337.88 133.78

26 Fidelity Cash Fund (Super Institutional) Daily Dividend 10 1.00 10.00 1.00

27 ING Liquid Fund Super Institutional- Dailty Dividend Option 10 9.06 90.62 9.06

28 Kotak Liquid (Institutional Premium) -Daily Dividend) 10 3.19 39.06 3.19

Total 575.73 7,077.49 575.73

* include dividend units


15.Amount of borrowing costs capitalised to fixed assets during the year Rs. 12.19 crores (2007-2008 - Rs. 5.24

crores)

16.There are no disputed dues of wealth tax, customs duty and cess matters. The details of disputed Excise duty,

Sales-tax and Income- tax dues as on March 31, 2009 are as follows:

Nature of the statute Nature of Forum where Amount* Amount paid Period to which the

the dues pending (Rs. Crores) under protest amount relates

(Rs. Crores)

Central Excise Law Excise duty Appellate authority up 2.14 - 1995-96, 2001-02, 2003-04,

to commissioners’ level 2005-06, 2006-07,2007-08

Central Excise and 0.15 0.06 1997-98, 2003-04

Service Tax

Appellate Tribunal

Sales Tax Laws Sales tax Appellate authority up 3.70 1.15 1983-84, 1994-95,

to commissioners’ level 1995-96 to 2000-01,

2005-06, 2006-07, 2007-08

Income Tax Act, 1961 Income tax Commissioner (Appeal) 31.86 31.86 2004-05, 2005-06

Income Tax 8.10 8.10 2002-03, 2003-04

Appellate Tribunal

*amount as per demand orders including interest and penalty whenever quantified in the Order

17. Provision for contingencies aggregating to Rs. 12.09 crores (2007-2008 - Rs. 12.09 crores) in Schedule 8

represents the maximum possible exposure on ultimate settlement of issues relating to reconstruction

arrangement of the companies.

DSCL-40.p65 8/26/2009, 1:21 PM60


DCM SHRIRAM



18. Research and development expenses included under relevant heads in the profit and loss account Rs. 2.13

crores (2007-2008 - Rs. 1.54 crores).

19. Category wise quantitative data about Derivative Instruments:

Nature of Number of deals Purpose Amount in foreign Amout in Rs. Crores

Derivative currency (in Crores)

This Previous This Previous This Previous This Previous

Year Year Year Year Year Year Year Year

US Dollar Interest 3 5 Hedging Hedging USD 1.70 USD 3.1 86.16 124.00

rate swap

Overnight Index swap - 1 Hedging Hedging - - - 25.00

Currency swap 2 - Hedging - USD 1.00 - 50.68 -

Currency swap 3 - Hedging - JPY 251.25 - 128.17 -

Coupon swap 4 4 Conversion of Indian Rupee Conversion of USD 0.50 USD 0.5 25.34 20.00

denominated coupons into Indian Rupee

USD coupons denominated

coupons into

USD coupons

Options 1 1 Hedging Hedging JPY 58.75 USD 0.5 29.97 20.00

Foreign Currency exposures that are not hedged by derivative instruments or otherwise are as follows:

Particulars This year Previous Year

Amount in foreign Amount in Amount in foreign Amount in

currency (in Crores) Rs. Crores currency (in Crores) Rs. Crores

Loans - - USD 2.25 90.15

Current liabilities USD 0.07 3.42 USD 0.17 6.78

- - EURO 0.006 0.36

JPY 0.05 0.03 JPY 1.62 0.65

Current Assets USD 0.01 0.54 USD 0.08 3.39

GBP 0.00037 0.03 GBP 0.001 0.06

EURO 0.15 9.77 EURO 0.005 0.31

JPY 0.04 0.02 - -

20. The Company had accounted for cane purchases for sugar year 2007-08 at Rs. 110 per quintal, the rate at

which it has made payment to the cane growers as per the interim order of the Hon’ble Supreme Court,

against the price of Rs. 125 per quintal fixed by the Uttar Pradesh State Government. Necessary adjustments

will be made in accordance with the orders of the Hon’ble court in the matter.

21. Disclosure in respect of assets taken on lease under Accounting Standards AS-19 “leases” issued by the

Institute of Chartered accountants of India:

(i) General description of the lease :

The Company has entered into lease agreements for lease of offices, retails outlets etc., generally for a period of 5/15

years, which can be terminated, by serving notice period as per the terms of the agreements.

(ii) (Rs. Crores)


Total of minimum lease payments 13.19 10.06

The total of minimum lease payments for a period :

- Not later than one year 7.97 4.40

- Later than one year and not later than five years 5.07 5.36

- Later than five years 0.15 0.30

(iii) Lease payment recognised in profit and loss account for the year 16.21 9.63

22. Previous year’s figures have been recast, wherever necessary.

23. Schedules 1 to 12 and the statement of additional information form an integral part of the financial statements.

DSCL-40.p65 8/26/2009, 1:21 PM61


DCM SHRIRAM



Statement of Additional Information

1. Particulars of capacity and production

Capacity Production

Description Unit Licensed* Installed Unit

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Ammonia M.T. per year 198000 198000 M.T. - -

Urea M.T. per year 330000 330000 M.T. 394533 379000

Calcium carbide M.T. per year 112000 112000 M.T. 21600** 16824**

PVC resins M.T. per year 70000 70000 M.T. 46897 67380

Caustic soda M.T. per year 274670 176250 M.T. 185805 167139

Chlorine M.T. per year 203986 116750 M.T. 130875 96491

Hydrochloric acid(100%) M.T. per year 73850 73250 M.T. 40030 50830

Compressed Hydrogen M.T. per year 1657 1565 M.T. 892 704

Stable Bleaching Powder M.T. per year 13200 13200 M.T. 9262 8530

Cement M.T. per year 400000 400000 M.T. 380185 368970

Yarn Spindles Nos. 14544 12856 M.T. 3345 2373

Sugar M.T. per day*** 33000 33000 M.T. 149205 366692

UPVC Windows Nos. per year 406098 258000 Nos. 138484 124156

PVC Compounds M.T. per year 29700 23400 M.T. 21788 18543

* Delicensed/Not applicable

** Production of Marketable Calcium carbide only

*** Crushing of sugarcane

2. Particulars of stocks and sales

Stocks

Description Unit Opening Closing Sales

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Urea M.T. - 63 - - 394513 378913

Rs. Crores - 0.10 - - 795.38 703.17

PVC resins M.T. 100 76 100 100 35810 57123

Rs. Crores 0.41 0.31 0.47 0.41 219.22 318.18

Caustic soda M.T. 485 854 1513 485 180547 166249

Rs. Crores 0.75 1.10 2.46 0.75 430.71 301.33

Chlorine M.T. 98 333 1376 98 116616 92768

Rs. Crores 0.02 0.03 0.02 0.02 26.43 51.27

Hydrochloric acid(100%) M.T. 134 114 100 134 15293 8889

* Rs. Crores 0.07 0.04 .... 0.07 1.73 2.56

Sodium Hypochlorite(10%) M.T. 14 34 2 14 11993 5781

* Rs. Crores .... .... .... .... 3.25 1.36

Compressed Hydrogen M.T. - - - - 892 704

Rs. Crores - - - - 11.25 9.20

Stable Bleaching Powder M.T. 14 26 107 14 9169 8542

Rs. Crores 0.01 0.02 0.06 0.01 8.54 8.65

Marketable Calcium carbide M.T. - - - - 21600 16824

Rs. Crores - - - - 87.65 52.90

D.A.P. M.T. 4825 3621 3668 4825 32025 25006

Rs. Crores 4.32 3.13 3.43 4.32 28.70 22.60

M.O.P. M.T. 485 2049 3683 485 7105 4975

Rs. Crores 0.21 1.44 1.60 0.21 2.94 2.70

Super Phosphate M.T. 2913 3957 4486 2913 252960 134742

Rs. Crores 0.97 1.53 1.51 0.97 231.38 42.16

Zinc Sulphate M.T. 290 507 440 290 5325 4087

Rs. Crores 0.71 1.02 1.42 0.71 15.46 10.35

Traded Urea M.T. 10014 6995 6935 10014 55022 45147

Rs. Crores 4.73 3.38 3.27 4.73 24.92 21.63

P.O.P M.T. 34 24 - 34 30676 19481

* Rs. Crores .... .... .... .... 12.89 7.27

DSCL-40.p65 8/26/2009, 1:21 PM62


DCM SHRIRAM



2. Particulars of stocks and sales (Continued)

3A. Particulars of raw materials consumed

2008-09 2007-08

Description Quantity Value Quantity Value

M.T. Rs. Crores M.T. Rs. Crores

Naphtha 132138 462.56 132276 429.42

Liquidated natural gas 47830376* 108.69 38148127* 70.58

Lime and lime stone 98234 29.45 127842 31.63

Hard coke/SLV/Pearl/Nut coke/Met coke/Pet coke 25963 25.27 39887 32.24

Charcoal 45431 41.01 65014 51.40

Salt 293892 35.26 268802 27.33

Electrode paste 1484 4.41 1909 3.80

Hydrated Lime 6784 2.23 6231 1.84

Gypsum 28017 3.22 24108 2.32

Lime stone 372805 10.36 380530 10.33

Kapas, cotton, synthetic yarn etc. 3876 22.98 2739 14.25

Sugarcane 1690851 260.50 3563751 444.11

PVC Resin 1332 5.30 206 0.78

Plasticizers 4482 28.59 4209 26.01

Other miscellaneous raw materials 57.08 37.55

Total 1096.91 1183.59

* In standard cubic metres

Stocks

Description Unit Opening Closing Sales

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Cement M.T. 3339 3238 2745 3339 380284 368473

Rs. Crores 0.81 0.78 0.66 0.81 144.05 139.55

Yarn M.T. 114 55 116 114 3343 2314

Rs. Crores 0.91 0.41 0.99 0.91 31.38 19.60

Sugar M.T. 330024 253766 172599 330024 306630 290434

Rs. Crores 488.17 358.35 361.86 488.17 546.57 403.78

Molasses M.T. 87622 86720 88339 87622 100837 209860

Rs. Crores 31.72 17.51 49.92 31.72 50.94 48.22

UPVC Windows Nos. 9958 11524 6375 9958 140625 123340

Rs. Crores 3.37 3.92 2.20 3.37 94.39 66.54

PVC Compounds M.T. 303 339 196 303 21859 18571

Rs. Crores 1.82 2.11 0.96 1.82 143.50 122.41

Power Sale Lac/Kwh - - - - 2342.05 1319.69

Rs. Crores - - - - 114.07 38.83

Other sales/stocks

and adjustments Rs. Crores 92.45 33.29 123.16 92.45 545.99 291.33

Total Rs. Crores 631.45 428.47 553.99 631.45 3571.34 2685.59

* Amount in Rs. Lacs for above products

Hydrochloric acid(100%) Rs. Lacs 7.08 4.19 0.36 7.08

Sodium Hypochlorite(10%) Rs. Lacs 0.15 0.42 0.03 0.15

P.O.P Rs. Lacs 0.57 0.38 - 0.57

DSCL-40.p65 8/26/2009, 1:21 PM63


DCM SHRIRAM


3B. Particulars of goods purchased for resale

2008-09 2007-08

Description Quantity Value Quantity Value

Unit Rs. Crores Rs. Crores

D.A.P. M.T. 30868 27.82 26751 24.38

M.O.P. M.T. 10303 4.33 3542 1.52

Zinc Sulphate M.T. 5974 17.20 4006 9.92

Super Phosphate M.T. 254533 222.37 133705 39.55

Traded Urea M.T. 51943 23.46 48166 22.97

P.O.P. M.T. 30642 6.15 19491 3.29

Others 518.21 299.84

Total 819.54 401.47

4. Other Additional Information

Description 2008-09 2007-08


(a) Value of imports on CIF basis


Components and spare parts 27.94 18.99

Capital goods 31.90 62.47

Others 1.66 0.44

(b) Expenditure in foreign currency on cash basis

Travelling 1.46 1.39

Technical know how - 0.41

Royalty 1.76 2.05

Interest 20.41 19.15

Consultation fees 2.45 1.38

Others 4.81 1.13

(c) Earnings in foreign exchange on cash basis

Direct export of goods on FOB basis/as per contracts where

FOB value not readily ascertainable 2.27 0.08

2008-09 2007-08

Rs. Crores % Rs. Crores %

(d) Value of imported/indigenous

raw materials,spare parts,

components and stores consumed

(i) Raw materials

Imported 28.63 2.61 14.88 1.26

Indigenous 1068.28 97.39 1168.71 98.74

1096.91 100.00 1183.59 100.00

(ii) Spare parts, components and stores

Imported 14.23 10.46 13.34 9.44

Indigenous 121.77 89.54 128.03 90.56

136.00 100.00 141.37 100.00


DSCL-40.p65 8/26/2009, 1:21 PM64


DCM SHRIRAM


NOTES :

1. The Licences acquired from undivided DCM Limited, pursuant to the Scheme of Arrangement, are pending

endorsement in the name of the Company.

2. Installed capacity is as certified by officials of the Company and relied upon by the auditors, being a technical

matter.

3. The figures of production, sales, opening/closing stocks of caustic soda consist of liquid and flakes, both.

4. The figures of production, sales, opening/closing stocks of chlorine consist of liquid chlorine and chlorine

gas, both.

5. The sales quantities are net of samples/shortages.

6. Where one class of goods is used in the manufacture of another, consumption of materials has been arrived

at after deducting internal transfers.

7. Production details in respect of a class of goods captively consumed have not been indicated.

8. Interest paid/payable to financial institutions/banks in India on foreign currency loans is not included under

item 4(b) above, as such payments have been/will be made in Indian Rupees to the financial institutions.

Signatures to Schedules 1 to 12 and Statement of Additional information.


VIKRAM S. SHRIRAM AJAY S. SHRIRAM

Vice Chairman & Managing Director Chairman & Sr. Managing Director

B.L. SACHDEVA RAJIV SINHA AJIT S. SHRIRAM

Company Secretary Dy. Managing Director N.J. SINGH

PRADEEP DINODIA

VIMAL BHANDARI

D. SENGUPTA



DSCL-40.p65 8/26/2009, 1:21 PM65


DCM SHRIRAM


Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details

Registration No. State Code

Balance Sheet date

II. Capital raised during the year (Amount in Rs. Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities Total Assets

Sources of Funds

Paid-up Capital Reserves and Surplus

Secured Loans Unsecured Loans

Deferred Tax Liabilities (net)


Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses

IV. Performance of Company (Amount in Rs. Thousands)

Turnover Total Expenditure

Profit/Loss Before Tax Profit/Loss After Tax

(Please tick Appropriate box + for Profit, - for Loss)

Earning Per Share in Rs. Dividend rate %

V. Generic Names of Three Principle Products/Services of Company (as per monetary terms)

Item Code No. (ITC Code)

Product Description


Product Description


Product Description

- 3 4 9 2 3 5 5

- N I L - - N I L -

- N I L - - N I L -

3 3 3 7 1 5 0 7 3 3 3 7 1 5 0 7

3 3 3 3 6 7 1 1 9 8 2 5 1 4

1 3 5 6 7 0 8 3 6 0 4 9 1 3 8

1 4 3 9 4 0 5

2 1 4 0 3 7 5 4 5 5 6 3 3 0

1 1 4 1 1 4 2 3 - N I L -

- N I L -

3 4 3 9 2 0 8 0 3 3 6 3 1 8 7 7

7 6 0 2 0 3 1 0 1 7 9 0 2

6 . 1 4

3 1 0 2 1 0 . 0 0

U R E A

1 7 0 1 1 1 . 9 0

C A U S T I C S O D A

2 8 1 5 1 2 . 0 0

3 1 - 0 3 - 0 9

4 0

+ - + -

+ +

S U G A R





PRADEEP DINODIA

VIMAL BHANDARI

D. SENGUPTA



DSCL-40.p65 8/26/2009, 1:21 PM66


DCM SHRIRAM


Section 212

1. Name of the Subsidiary

2. Financial year of the

Subsidiary

3. Holding Company’s interest

as on 31.3.2009

i) For Subsidiary’s financial

year ended 31st

March,

2009

ii) For Subsidiary’s previous

financial years since it

became Subsidiary.


year ended 31st

March,

2009.



became Subsidiary.

4. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and not dealt with in the Holding Company's accounts:

1

DCM SHRIRAM CREDIT AND

INVESTMENTS LIMITED

31st March, 2009

Holder(s) of 60,01,208 Equity

Shares of Rs.10/- each out of

total issued and subscribed

Equity Share Capital of

60,01,208 shares.

Rs.0.0373 crore

(Rs.3.535 crores)

Nil

Nil

5. Net aggregate amount of the Subsidiary's profits/(losses) so far as it concerns the members of Holding Company and dealt with in the Holding Company's accounts:

Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies

2

DCM SHRIRAM AQUA FOODS

LIMITED

31st March, 2009





83,51,207 shares.

(Rs. 0.0517 crore)

(Rs.4.859 crores)

Nil

Nil

3

DCM SHRIRAM

INTERNATIONAL LIMITED

31st March, 2009

Holder(s) of 50,007 Equity



Equity Share Capital of 50,007

shares by DCM Shriram Credit

and Investments Ltd., another

subsidiary of the Company.

(0.0016 crore)

(Rs.0.0224 crore)

Nil

Nil

4

DSCL ENERGY SERVICES

COMPANY LIMITED

31st March, 2009


Shares of Rs.10/- each in its

name and Holding of 48,993

Equity Shares of Rs.10/- each

by DCM Shriram Credit and

Investments Ltd., another

subsidiary of the Company out

of total issued and subscribed


17,82,200 shares.

Rs.1.0592 crores

Rs.1.071 crores

Nil

Nil

5

DCM SHRIRAM

INFRASTRUCTURE LIMITED

31st March, 2009








(Rs0.0721 crore)

(Rs.0.1521 crore)

Nil

Nil



Subsidiary


as on 31.3.2009


year ended 31st

March,

2009



became Subsidiary.


year ended 31st

March,

2009.



became Subsidiary.


6

DCM SHRIRAM THERMAL

ENERGY LIMITED

(formerly known as Anant

Thermal Energy Limited)

31st March, 2009








(0.0021 crore)

(Rs. 0.0568 crore)

Nil

Nil


7

DCM SHRIRAM ENERGY AND

INFRASTRUCTURE LIMITED

31st March, 2009





2,00,000 shares.

(Rs.0.0275 crore)

(Rs.0.0069 crore)

Nil

Nil

8

DCM SHRIRAM HYDRO

ENERGY LIMITED

31st March, 2009

Holder(s) of 50,000 shares of

Rs. 10/- each out of total

issued and subscribed Equity

Share Capital of 50,000 shares

by DCM Shriram Energy and

Infrastructure Limited, another


(Rs. 0.1251 crore)

N.A.

Nil

N.A.

9

HARIYALI RURAL VENTURES

LIMITED

31st March, 2009




Share Capital of 50,000 shares.

(Rs.0.2552 crore)

(Rs.0.0007 crore)

Nil

Nil

10

HARIYALI RURAL

FOUNDATION

(formerly known as Hariyali

Finance Foundation)

31st March, 2009








(Rs.0.0016 crore)

(Rs.0.0015 crore)

Nil

Nil

DSCL-40.p65 8/26/2009, 1:21 PM67


DCM SHRIRAM


Section 212



Subsidiary


as on 31.3.2009


year ended 31st

March,

2009



became Subsidiary.


year ended 31st

March,

2009.



became Subsidiary.


11

HARIYALI INDIA LIMITED

(formerly known as Hariyali

Rural Services Limited)

31st March, 2009





by DCM Shriram Credit &

Investments Limited, another


(Rs.0.0054 crore)

N.A.

Nil

N.A.



12

HARIYALI INSURANCE

BROKING LIMITED

31st March, 2009





by Hariyali Rural Ventures

Limited, another subsidiary of

the Company.

(Rs.0.0216 crore)

N.A.

Nil

N.A.

13

SHRIRAM BIOSEED

(THAILAND) LIMITED

31st March, 2009

Holder(s) of 9,99,993 shares of

100 Thai Baht each (includes

9,60,000 shares of paid-up

amount of 25 Thai Baht each)

out of total issued and

subscribed Equity Share Capital

of 10,00,000 shares of 100

Thai Bhat each by Shriram

Bioseed Genetics India Ltd,

another subsidiary of the

Company.

0.5168 crore

(Rs.0.173 crore)

Nil

Nil

14

BIOSEEDS LTD.

31st March, 2009

Holder(s) of 11,74,551

Ordinary Shares of USD 1

each in its name and

11,28,490 Equity Shares of

USD 1 each by Shriram

Bioseeds Limited, another

subsidiary of the Company, out

of total issued Ordinary Share

Capital of 23,03,041 Equity

Shares.

Rs.0.2383 crore

Rs.0.4528 crore

Nil

Nil

15

SHRIRAM BIOSEEDS LIMITED

31st March, 2009


Shares of USD 1 each out of



2,50,000 Equity shares by

Shriram Bioseed Ventures

Limited, another subsidiary of

the Company.

(Rs. 0.9229 crore)

(0.0021 crore)

Nil

Nil



Subsidiary


as on 31.3.2009


year ended 31st

March,

2009



became Subsidiary.


year ended 31st

March,

2009.



became Subsidiary.


16

ZEUS INVESTMENTS LIMITED

31st March, 2009

6,47,870 equity shares of

USD 1 each held by Shriram

Bioseeds Limited, another


Rs.0.0325 crore

N.A.

Nil

Nil


17

BIOSEEDS HOLDINGS PTE.

LIMITED

31st March, 2009

4365 ordinary shares of USD 1

each and 200 ordinary shares

of Singapore Dollar 1 each out

of total issued and subscribed

share capital.

(0.0113 crore)

N.A.

Nil

Nil

18

BIOSEED RESEARCH

PHILIPPINES INC.

31st March, 2009

Holder(s) of 3,58,523 Shares of

PHP 100 each out of total

Share Capital of 3,58,523

Shares of PHP 100 each by

Bioseeds Ltd., another


(Rs.0.1538 crore)

Rs.2.4298 crores

Nil

Nil

19

BIOSEED VIETNAM LIMITED

31st March, 2009

Holder(s) of 1,31,25,080

thousand VND stock out of

1,31,25,080 thousand VND

stock by Bioseeds Ltd., another


Rs.9.334 crores

Rs.10.463 crores

Nil

Nil

20

SHRI GANPATI FERTILIZERS

LIMITED

31st March, 2009

Holders of 17,50,280 equity

shares of Rs.10/- each out of


equity share capital of

21,50,000 Shares.

(Rs. 2.35 crores)

N.A.

N.A.

N.A.

DSCL-40.p65 8/26/2009, 1:21 PM68


DCM SHRIRAM






PRADEEP DINODIA

VIMAL BHANDARI

D. SENGUPTA





Subsidiary


as on 31.3.2009


year ended 31st

March,

2009



became Subsidiary.


year ended 31st

March,

2009.



became Subsidiary.


21

SHRIRAM BIOSEED GENETICS

INDIA LIMITED

31st March, 2009


Shares of Rs.10/- each in its

name, and 25,84,624 shares

of Rs. 10/- each by Zeus

Investments Limited, 2,19,968

shares of Rs. 10/- each by

Shriram Bioseeds Ltd., other

subsidiaries of the Company

out of total issued and

subscribed Equity Share Capital

of 57,23,657 shares.

Rs.5.703 crores

Rs.2.237 crores

Nil

Nil



22

BIOSEED RESEARCH INDIA

PRIVATE LIMITED

31st March, 2009





shares by Bioseeds Ltd.,

another subsidiary of the

Company.

Rs. 5.509 crores

(Rs.2.1375 crores)

Nil

Nil

23

SHRIRAM BIOSEED VENTURES

LIMITED

31st March, 2009


Shares of Rs. 10/- each out of



40,50,000 Shares.

(Rs.0.013 crore)

(Rs.0.089 crore)

Nil

Nil

24

SBM YARN LIMITED

31st March, 2009

Holders of 50,000 equity



equity share capital of 50,000

equity shares.

(Rs. 0.0034 crore)

N.A.

Nil

N.A.

25

FENESTA INDIA LIMITED

(formerly known as Fenesta

Building Systems Limited)

31st March, 2009

Holders of 50,000 equity



equity share capital of 50,000

equity shares.

(Rs.0.0034 crore)

N.A.

Nil

N.A.

DSCL-40.p65 8/26/2009, 1:21 PM69


DCM SHRIRAM


Particulars regarding subsidiary companies persuant to letter no 47/322/2009 - CL- III dated June 30, 2009 from Ministry of Corporate Affairs.

Year Ended March 31, 2009

Rs. Crores

Name of the Subsidiary Company Capital Reserves Total Total Turnover Profit Provision Profit Proposed

Assets Liabilities Before for After Dividend

Taxation Taxation Taxation

DCM Shriram Credit and Investments Limited 6.00 0.72 12.97 12.97 0.71 0.03 (0.01) 0.04 -

DSCL Energy Services Company Limited 1.78 2.02 3.80 3.80 5.65 1.69 0.63 1.06 -

DCM Shriram International Limited 0.05 - 0.05 0.05 - - - - -

DCM Shriram Infrastructure Limited 0.05 - 24.59 24.59 - (0.07) - (0.07) -

DCM Shriram Thermal Energy Limited) 0.05 - 0.06 0.06 - - - - -

(Formerly Anant Thermal Energy Limited)

Shriram Bioseed Genetics India Limited 5.72 12.80 41.04 41.04 110.54 7.96 2.26 5.70 -

Shriram Bioseed (Thailand ) Limited 3.35 - 4.60 4.60 3.40 0.77 0.26 0.52 -

Bioseeds Limited 11.21 1.15 12.85 12.85 0.31 0.25 0.01 0.24 -

Bioseed Vietnam Limited 5.06 27.66 5.26 5.26 36.58 10.07 0.73 9.34 -

Bioseed Research Philippines, Inc. 5.16 0.46 7.79 7.79 25.47 0.12 0.27 (0.15) -

Bioseed Research India Private Limited 0.37 - 3.40 3.40 15.71 5.68 0.17 5.51 -

DCM Shriram Aqua Foods Limited 8.35 - 8.44 8.44 - (0.05) - (0.05) -

DCM Shriram Energy and Infrastructure Limited 0.20 - 0.41 0.41 - (0.03) - (0.03) -

Shriram Bioseed Ventures Limited 4.05 16.00 54.62 54.62 - (0.01) - (0.01) -

Shriram Bioseeds Limited 1.54 65.47 67.41 67.41 - (0.92) - (0.92) -

Hariyali Rural Foundation 0.01 - 0.01 0.01 0.02 - - - -

(Formerly Hariyali Finance Foundation)

Hariyali Rural Ventures Limited 0.05 - 33.43 33.43 - (0.26) - (0.26) -

Zeus Investments Limited 2.59 - 3.28 3.28 0.08 0.03 - 0.03 -

Shri Ganpati Fertilizers Ltd 2.15 5.11 14.22 14.22 4.56 (2.34) 0.01 (2.35) -

Fenesta Building Systems Limited 0.05 - 0.05 0.05 - - - - -

SBM Yarn Limited 0.05 - 0.05 0.05 - - - - -

DCM Shriram Hydro Energy Limited 0.05 - 0.25 0.25 - (0.13) - (0.13) -

Hariyali India Limited 0.05 - 0.05 0.05 - (0.01) - (0.01) -

Hariyali Insurance Broking Limited 0.05 - 0.05 0.05 - (0.02) - (0.02) -

Bioseeds Holdings PTE. Limited 0.02 - 0.02 0.02 - (0.01) - (0.01) -

Exchange Rate as at 31.3.2009

1 USD = INR 50.68

Details of Investments(other than in subsidiaries) are as follows:

DCM Shriram Credit and Investments Limited Rs. Crores

763.959 US-2002 of Unit Trust of India of Rs. 10/- each fully paid up( # Rs.5,000) #

National Saving Certificate (## Rs.9,000) ##

5,400 Master Gains 92 of Unit Trust of India of Rs. 10/- each fully paid up (### Rs.47,000) ###

1,50,000 equity shares of IFCI Ltd. of Rs.10/- each fully paid up 0.06

2,500 equity shares of APW President System Ltd. of Rs. 10/- each fully paid up 0.01

66,037 equity shares of Bank of Baroda of Rs. 10/- each fully paid up 1.52

45,108 equity shares fo Gujrat State Petronet Ltd of Rs. 10/- each fully paid up 0.12

34,150 equity shares of National Thermal Power Corporation Ltd. of Rs. 10/- each fully paid up 0.21

3,430 equity shares of Punjab National Bank of Rs.10/- each fully paid up 0.13

37,870 equity shares fo Yes Bank Ltd of Rs. 10/- each fully paid up 0.17

6,934 equity shares of IL & FS Investsmart Ltd. of Rs. 10/- each fully paid up 0.09

1708 equity shares of Future Capital Holdings Ltd. of Rs.10/- each fully paid up 0.13

97,907 equity shares of Power Grid Corporation of India Ltd of Rs. 10/- each fully paid up 0.51

8,708 equity shares of Reliance Power of Rs.10/- each fully paid-up 0.24

49,950 equity shares of Pacific Land Development Pvt. Ltd. of Rs. 10/- each fully paid up 0.05

3,00,000 equity shares of E Commodities Ltd. of Rs. 10/-each fully paid up 0.30

2,00,000 equity shares of Ellenbarie Commercial Ltd. of Rs. 10/-each fully paid up 1.50

40,000 equity shares of BMD Estates Pvt. Ltd of Rs. 10/-each fully paid up -

5,00,000 equity shares of Forech India Ltd of Rs. 10/-each, Rs. 4 paid up 1.75

DSCL Energy Services Company Limited

Investment in mutal funds

Reliance Mutual Fund - 4044.826 units in Money Manager Retail daily dividend 0.41

DWS Ultra Mutual Fund - 2,00,695.013 units in Short term - Daily Dividend 0.20

Kotak Mutual Fund - 1,70,476.460 units in Flexi Debt - Daily Dividend 0.17

Other Subsidiaries Nil

The Company will make available the annual accounts and related detailed information of the subsidiary companies upon request to the

shareholders of the holding and the subsidiary companies. These shall also be kept for inspection at the head office of the Company and the

subsidiary companies.

Subsidiary Companies’ Particulars

DSCL-40.p65 8/26/2009, 1:21 PM70


DCM SHRIRAM


Consolidated Financial Statements

Auditors’ Report

Report of the Auditors to the Board of Directors of DCM Shriram Consolidated Limited on the Consolidated Financial

Statements of DCM Shriram Consolidated Limited and its Subsidiaries.

We have examined the attached consolidated balance sheet

of DCM Shriram Consolidated Limited and its subsidiaries,

as at March 31, 2009, the consolidated 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 management of DCM Shriram

Consolidated Limited. Our responsibility is to express an

opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with generally

accepted auditing standards in India. These standards

require that we plan and perform the audit to obtain

reasonable assurance whether the financial statements

are prepared, in all material respects, in accordance with

an identified financial reporting framework and are free

of material misstatements. 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 statements. We believe

that our audit provides a reasonable basis for our opinion.

2. We did not audit the financial statements of subsidiaries

viz., DCM Shriram Credit and Investments Limited, DSCL

Energy Services Company Limited, DCM Shriram

International Limited, DCM Shriram Infrastructure Limited,

DCM Shriram Thermal Energy Limited (Formerly known

as Anant Thermal Energy Limited), Hariyali Rural

Foundation (Formerly known as Hariyali Finance

Foundation), DCM Shriram Energy and Infrastructure

Limited, Hariyali Rural Ventures Limited, DCM Shriram

Aqua Foods Limited, Bioseeds Limited, Bioseed Vietnam

Limited, Bioseed Holding PTE Limited, Bioseed Research

Phillipines Inc., Bioseed Research India Private Limited,

Shriram Bioseed Genetics India Limited, Shriram Bioseed

(Thailand) Limited, Shriram Bioseed Ventures Limited,

Shriram Bioseed Limited, Zeus Investments Limited, DCM

Shriram Hydro Energy Limited, Fenesta Building Systems

Limited, SBM Yam Limited, Hariyali India Limited, Hariyali

Insurance Broking Limited and Shri Ganpati Fertilizers

Limited whose financial statements reflect total assets

of Rs. 150.46 crores as at March 31, 2009, total

revenues of Rs. 118.86 crores and cash flows amounting

to Rs. 9.45 crores for the year ended on that date as

considered in Consolidated Financial Statement. These

financial statements have been audited by other auditors

whose reports have been furnished to us, and our opinion,

insofar as it relates to the amounts included in respect

of these subsidiaries, is based solely on the report of the

other auditors.

3. We report that the consolidated financial statements have

been prepared by the Company in accordance with

the requirements of Accounting Standard 21,

Consolidated Financial Statements, notified by the

Companies (Accounting Standard) Rules, 2006 and on

the basis of the separate audited financial statements of

DCM Shriram Consolidated Limited and its subsidiaries

included in the consolidated financial statements.

4. Without qualifying our opinion, we draw attention to

note 17 of schedule 13 relating to accounting for cane

purchase liability for the sugar season 2007-08 at

Rs. 110 per quintal instead of State Advised Price of

Rs. 125 per quintal fixed by the Uttar Pradesh

State Government. Pending completion of legal

proceedings in the matter, the effect thereof on these

accounts can not be determined at this stage.

5. In our opinion and on the basis of the information and

explanations given to us and on the consideration of the

separate audit reports on individual audited financial

statements of DCM Shriram Consolidated Limited and

its subsidiaries, we are of the opinion that:

(a) the consolidated balance sheet gives a true and fair

view of the consolidated state of affairs of DCM

Shriram Consolidated Limited and its subsidiaries as

at March 31, 2009;

(b) the consolidated profit and loss account gives a true

and fair view of the consolidated results of operations

of DCM Shriram Consolidated Limited and its

subsidiaries for the year ended on that date; and

(c) the consolidated cash flow statement gives a true

and fair view of the cash flows of DCM Shriram

Consolidated Limited and its subsidiaries for the year

ended on that date.



Jaideep Bhargava

Partner

Membership No.: 90295

New Delhi

Date: June 3, 2009

DSCL-71.p65 8/26/2009, 1:21 PM71


DCM SHRIRAM


Consolidated Balance Sheet

of DCM Shriram Consolidated Limited and its Subsidiary Companies as at March 31, 2009

As at As at

Schedule March 31, 2009 March 31, 2008


Sources of Funds

Shareholders’ funds

Share capital 1 33.34 33.34

Reserves and surplus 2 1235.19 1115.93

1268.53 1149.27

Loan funds 3

Secured 1375.96 1256.41

Unsecured 611.18 527.03

1987.14 1783.44

Deferred tax liabilities (net) 4 143.91 171.24

Total 3399.58 3103.95


Fixed assets 5

Gross block 3001.55 2390.76

Less : Depreciation 774.94 634.14

Net block 2226.61 1756.62


2288.84 2056.60

Investments 6 13.44 12.04

Current assets, loans and advances 7

Inventories 807.60 808.69

Sundry debtors 409.42 281.27

Cash and bank balances 53.66 57.72

Loans and advances 294.17 274.46

Other current assets 175.52 143.48

1740.37 1565.62

Less: Current liabilities and provisions 8

Current liabilities 533.34 438.80

Provisions 109.73 91.51

643.07 530.31

Net current assets 1097.30 1035.31

Total 3399.58 3103.95

Notes to the consolidated accounts 13

Per our report attached






VIMAL BHANDARI

D. SENGUPTA



DSCL-71.p65 8/26/2009, 1:21 PM72


DCM SHRIRAM



Schedule March 31, 2009 March 31, 2008


Income

Gross Sales 3681.35 2770.08

Less : Excise duty 180.56 196.15

Net Sales 3500.79 2573.93

Income from services and other income 9 57.28 39.42

Total income 3558.07 2613.35

Expenditure

Manufacturing and other expenses 10 2380.08 2015.57

Purchases for resale 777.70 379.81

Interest - On debentures and other fixed loan 122.46 75.64

- Others 27.97 11.97

Depreciation 11 148.73 123.65

Total Expenditure 3456.94 2606.64


Exceptional item

- Profit on sale of SBM Land Redevelopment project - 779.64


Provision for taxation 12 (21.48) 113.64


Transfer from debenture redemption reserve 1.51 5.17

Balance brought forward from the previous year 440.16 228.28

Profit available for appropriation 564.28 906.16

Appropriations

Proposed dividends (equity shares)

- Interim - 49.77

- Final 13.27 6.64


Statutory reserve 0.01 -

General reserve 50.00 400.00

Balance carried to consolidated balance sheet 498.74 440.16

Earnings per share - basic/diluted (Rs.)

(Refer note 8 in schedule 13)

- Before exceptional item 7.39 (0.08)

- After exceptional item 7.39 40.55

Notes to the consolidated accounts 13

Consolidated Profit and Loss Account

of DCM Shriram Consolidated Limited and its Subsidiary Companies for the year ended March 31, 2009

Per our report attached to the consolidated balance sheet






VIMAL BHANDARI

D. SENGUPTA



DSCL-71.p65 8/26/2009, 1:21 PM73


DCM SHRIRAM



March 31, 2009 March 31, 2008


A. Cash flow from operating activities

Net profit before tax and exceptional items 101.13 6.71

Adjustments for :


Loss on sale of fixed assets 1.21 0.09

Loss on sale of non trade long term investments - 0.07

Exchange differences on conversion 5.27 1.15

Finance Charges 1.88 3.05


Less: interest and dividend income (21.03) (7.22)

Operating profit before working capital changes 387.62 215.11

Adjustments for :

Trade and other receivables(net) (146.08) 55.10

Inventories 2.11 (224.64)

Trade and other payables 106.92 (422.71)

Cash generated from operations 350.57 (377.14)

Income taxes paid (22.24) (113.78)

Net cash from/(used) in operating activities 328.33 (490.92)

B. Cash flow from investing activities

Purchase of fixed assets (400.81) (379.56)

Sale of fixed assets 3.15 5.57

Purchase of non-trade current investments (7,080.17) (5,021.96)

Purchase of non-trade long term investments - (3.13)

Purchase of trade long term investments (1.55) -

Sale of non-trade current investments 7,079.39 5,021.96

Sale of non-trade Long term Investment 0.95 0.13

Refund of security deposit from Investment company - 0.12

Purchase of investment in subsidiary company - (53.33)

Interest received 18.05 3.48

Dividend received 2.27 1.77

Net cash used in investing activities before exceptional item (378.72) (424.95)


Net cash from/(used) in investing activities after exceptional item (378.72) 407.64

C. Cash flow from financing activities

Proceeds from borrowings 9,691.84 6,854.72

Repayment of borrowings (9,404.96) (6,585.95)

Inter Corporate Deposits received back 1.30 4.81

Finance Charges (1.88) (3.05)

Changes in working capital borrowings (83.08) (32.92)

Dividends paid (6.64) (56.41)

Corporate dividend tax paid (1.13) (9.59)

Interest received - 0.01

Interest paid (148.73) (86.48)

Net cash from financing activities 46.72 85.14

Net increase/(decrease) in cash and cash equivalents (3.67) 1.86

Cash and cash equivalents as at opening

Cash and cheques in hand and balances with banks 56.88 55.02

Cash and cash equivalents as at closing

Cash and cheques in hand and balances with banks 53.21 56.88

Consolidated Cash Flow Statement

of DCM Shriram Consolidated Limited and its Subsidiary Companies for the year ended March 31, 2009

Per our report attached to the consolidated balance sheet






VIMAL BHANDARI

D. SENGUPTA



DSCL-71.p65 8/26/2009, 1:21 PM74


DCM SHRIRAM


Consolidated Financial Statements

1. SHARE CAPITAL

As at As at

March 31, 2009 March 31, 2008


Authorised

24,99,50,000 (2007-2008 - 24,99,50,000) Equity shares 49.99 49.99

of Rs.2 each

65,01,000 (2007-2008 - 65,01,000) Cumulative

redeemable preference shares of Rs.100 each 65.01 65.01

115.00 115.00

Issued

16,98,03,320 (2007-2008 - 16,98,03,320) Equity shares

of Rs.2 each 33.96 33.96

Subscribed and paid up

16,59,03,320 (2007-2008 - 16,59,03,320) Equity shares

of Rs.2 each, fully called-up 33.18 33.18

Add: Forfeited shares - Amount originally paid up 0.16 33.34 0.16 33.34

33.34 33.34

NOTES:

Of the issued, subscribed and paid-up capital,

- 2,87,75,380 equity shares of Rs. 2 each represent the equity shares issued on October 9, 1990 to the members of undivided DCM Limited in the ratio

of one share for every four shares held by the members in undivided DCM Limited, in terms of the Scheme of Arrangement effective from April 1, 1990,

without payment being received in cash.

- 8,29,51,660 equity shares of Rs. 2 each fully paid up were allotted and issued as bonus shares by capitalisation of Capital Redemption Reserve

2. RESERVES AND SURPLUS

As at As at

March 31, 2008 Additions Deductions March 31, 2009


Revaluation reserve 0.31 - 0.03 0.28

Debenture redemption reserve 1.51 - 1.51 # -

Share premium account 65.07 - - 65.07

Capital redemption reserve 8.41 - - 8.41

Capital reserve 22.61 - - 22.61

General reserve 577.79 50.00 - 627.79

Statutory reserve * 0.71 0.01 - 0.72

Foreign currency translation reserve (0.64) 12.21 - 11.57

Profit and loss account 440.16 58.58 - 498.74

1,115.93 120.80 1.54 1,235.19

# Transfer to profit and loss account on redemption

* As per The Reserve Bank of India (Amendment) Act 1997

3. LOAN FUNDS

As at As at

March 31, 2009 March 31, 2008


Secured

Debentures - 3.00

Loans from banks

On cash credit account 133.17 216.25

Others 751.82 818.44

Other loans 490.97 218.72

1,375.96 1,256.41

Unsecured

Deposits

Fixed 3.31 5.08

Others 31.16 29.99

Interest accrued and due on deposits 0.24 0.64

Short term loans and advances

Banks 572.40 488.18

Others 3.68 2.78

Finance Lease Liability* 0.39 0.36

611.18 527.03

1,987.14 1,783.44

* Represents present value of minimum lease payments. Also refer note 7 in schedule 13.

DSCL-71.p65 8/26/2009, 1:21 PM75


DCM SHRIRAM


Secured

1. Debentures

i) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District Gandhinagar,

Gujarat and first equitable mortgage/ charge on immovable/ movable properties, both present and future, of the Company’s

undertakings at Kota, Rajasthan, subject to charges created/to be created in favour of the Company’s bankers on stocks, stores

and book debts for securing borrowings for working capital, and shall rank pari-passu in all respects with the security created or

to be created in terms of the stipulations of the respective Trust Deeds:

a) Nil (2007-2008– 5,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable in three

equal annual instalments commencing from November 1, 2006. The third & final instalment has been paid during the year (Rs.

Nil due within a year, 2007-08- Rs. 1.67 crores)

ii) Debentures detailed below are secured by English first mortgage on the Company’s property at Taluka Kalol, District Gandhinagar,

Gujarat and first equitable mortgage/ charge created on immovable/ movable properties both present and future, of the Company’s

undertaking at District Bharuch, Gujarat (save and except book debts) subject to charges created in favour of the Company’s

bankers on stocks, stores and book debts for securing borrowings for working capital and shall rank pari-passu with existing

charges created/ to be created in favour of other first chargeholders:

a) Nil (2007-2008–4,00,000) 8.5% Secured redeemable non-convertible debentures of Rs. 100 each, redeemable in three equal

annual instalments commencing from November 1, 2006. The third & final instalment has been paid during the year (Rs. Nil

due within a year, 2007-2008 – Rs. 1.33 crores)

2. Short term working capital borrowings from Banks:

(a) Company

i) Loans from banks on cash credit account of Rs. 114.21 crores (2007-2008 – Rs. 194.05 crores) are secured by first charge on

whole of the current assets of the company, both present and future. These loans are further secured by a third charge by way

of mortgage/hypothecation of all the immovable/movable properties (other than current assets) of the Company’s undertakings

at Kota in Rajasthan and Ajbapur, Rupapur, Loni & Hariawan in Uttar Pradesh.

ii) Short Term Loan of Rs. 43.49 crores (2007-2008- Rs. 85.27 crores) from a bank is secured by 50,000 6.65% Fertiliser

Companies GOI Special Bonds 2023 (2007-2008- 90,000 7.95% Fertiliser Companies GOI Special Bonds 2026), by way of Repo

transactions.

(b) Shriram Bioseed Genetics India Limited (SBGI), a subsidiary

Short term loans and advances from banks of SBGI of Rs. 18.96 crores (2007-2008 – Rs. 22.20 crores) are secured by hypothecation

of stocks and other receivables and book debts both present and future and mortgage and charge in favour of banks of all immovable

properties both present and future including movable machinery, machinery spares, tools and accessories both present and future.

3. Other loans:

(a) Company

(i) Term loans of Rs. 142.08 crores (2007-2008– Rs. 154.13 crores) from banks are secured by way of first pari passu mortgage/

charge created on immovable/movable fixed assets, both present and future, term loan of Rs. 12.00 crores (2007-2008 –

Rs. 12.00 crores) from others is secured by way of first pari passu mortgage on immovable properties and first charge by way of

hypothecation of all movables (save and except book debts), both present and future, subject to prior charges created in favour

of the Company’s bankers on the current assets for securing working capital borrowings, a term loan of Rs. Nil (2007-2008–

Rs. 20.00 crores) from a bank was secured by way of second mortgage/ charge created on immovable and movable fixed assets,

both present and future and term loan of Rs. 126.71 crores (2007-2008 Rs. Nil) from others is secured by way of first pari passu

mortgage/charge created/to be created on immovable and movable assets (excluding current assets), both present and future and

a second charge ranking pari passu on the current assets, both present and future of the Company’s undertakings at Jhagadia,

Distt Bharuch, Gujarat (Rs. 7.95 crores due within a year; 2007-2008– Rs. 30.80 crores)

(ii) Term loans of Rs. 125.85 crores (2007-2008– Rs. 128.47 crores) from banks are secured by way of first pari passu mortgage/

charge created on immovable/movable fixed asset both present and future, term loan of Rs. 18.00 crores (2007-2008–

Rs. 18.00 crores) from others is secured by way of first pari passu mortgage on immovable properties and first charge by way of

hypothecation of all movables (save and except book debts), both present and future, subject to prior charges created in favour

of the Company’s bankers on the current assets for securing working capital borrowings, term loans of Rs. Nil (2007-2008

Rs.50.00 crores) from banks were secured by way of second mortgage/ charge created on immovable/movable fixed assets,

both present and future and term loans of Rs. 258.48 crores (2007-2008 Rs. 120.03 crores) from others are secured by way of

first pari passu mortgage/charge created/to be created on immovable and movable assets (excluding current assets), both

present and future and a second charge ranking pari passu on the current assets, both present and future of the Company’s

undertakings at Kota, Rajasthan (Rs. 41.39 crores due within a year; 2007-2008– Rs. 87.87 crores).

(iii) Term loan of Rs. 1.32 crores (2007-2008– Rs. 3.32 crores) from a bank is secured by way of first mortgage, ranking pari passu,

on immovable/movable fixed assets, both present and future, pertaining to the Company’s Ajbapur Sugar Complex and Rupapur

Sugar Complex, Uttar Pradesh, (Rs. 1.32 crores due within a year; 2007-2008– Rs. 2.00 crores).

(iv) Term loan of Rs. 33.33 crores (2007-2008– Rs. 41.67 crores) from a bank is secured by way of first pari passu mortgage/charge

created on immovable/movable fixed assets, both present and future, term loans of Rs. 94.37 crores (2007-08: Rs. 74.23 crores)

from banks are secured by way of first pari passu mortgage/charge created on immovable/movable assets, both present and

future, subject to any prior charges created in favour of the Company’s bankers on the current assets for securing working capital

borrowings and term loans of Rs. 42.29 crores (2007-2008 Rs. 42.29 crores) from others are secured by way of a exclusive

second charge on movable assets (save and except book debts) both present and future, pertaining to the Company’s Ajbapur

Sugar Complex, Uttar Pradesh (Rs. 31.47 crores due within a year; 2007-2008– Rs. 8.33 crores)

(v) Term loan of Rs. 101.36 crores (2007-2008– Rs. 80.00 crores) from a bank is secured by way of first mortgage/charge created

on immovable/movable assets, both present and future, subject to prior charges created in favour of Company’s bankers on

current assets for securing working capital borrowings, term loan of Rs. 7.50 crores (2007-2008– Rs. 7.50 crores) from a bank

is secured by way of first pari passu mortgage/charge created on immovable/movable fixed assets, both present and future,

pertaining to the Company’s Loni Sugar Complex, Uttar Pradesh. (Rs. 0.18 Crores due within a year; 2007-2008– Rs. Nil)

Consolidated Financial Statements (Continued)

3. LOAN FUNDS (Continued)

DSCL-71.p65 8/26/2009, 1:21 PM76


DCM SHRIRAM


5. FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

Description As at Additions of Additions Deductions As at Up to Additions of For Deductions/ Up to As at As at

March 31, subsidiaries March 31, March 31, subsidiaries the year Adjustment March 31, March 31, March 31,

2008 acquired 2009 2008 acquired 2009 2009 2008

Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores Rs. Crores

Tangibles

Land 108.19 0.02 30.03 - 138.24 * - - - - - 138.24 108.19

Buildings 293.95 2.63 136.65 0.87 432.36 ** 25.69 0.64 9.09 0.33 35.09 397.27 268.26

Plant and machinery 1,824.76 3.63 390.63 8.31 2,210.71 $ 546.14 1.37 121.84 5.80 663.55 $ 1,547.16 1,278.62

Furniture and fittings 46.68 0.08 39.11 1.47 84.40 22.47 0.04 9.32 0.89 30.94 53.46 24.21

Vehicles 25.45 0.28 8.57 4.46 29.84 12.48 0.05 4.09 3.11 13.51 16.33 12.97

Intangibles

Goodwill 54.22 - 11.13 - 65.35 9.15 - - - 9.15 56.20 45.07

Technical Know How 23.79 - - - 23.79 12.46 - 2.39 - 14.85 8.94 11.33

Brand 8.22 - - - 8.22 3.75 - 0.69 - 4.44 3.78 4.47

Software 4.67 - 2.89 - 7.56 1.52 - 1.19 - 2.71 4.85 3.15

Assets on lease

Vehicles 0.83 - 0.25 - 1.08 $$ 0.48 - 0.18 (0.04) 0.70 0.38 0.35

This year 2,390.76 6.64 619.26 ** 15.11 3,001.55 634.14 2.10 148.79 # 10.09 774.94 2,226.61

Previous year 2,187.16 - 213.09 9.49 2,390.76 514.68 - 123.69 4.23 634.14 1,756.62


(including capital advances)

2,288.84 2,056.60

* - Includes Rs.2.30 crores (2007-2008 - Rs. 1.90 crores) pertaining to land situated at Hardoi and Hyderabad pending registration in favour of the Company

- Land amounting to Nil (Rs.0.11 crore) is yet to be mutuated in the name of Bioseed Research India Private Limited

** Includes addition of Rs.3.89 crores (2007-2008 - Rs 0.05 crore) on account of foreign exchange fluctuation.

$ Includes Rs. 0.16 crore (2007-2008 Rs. 0.16 crore) in respect of certain plant and machinery retired from active use and held for disposal.

$$ Refer note 7 in schedule 13

# - Includes Rs. 0.03 crore (2007-2008 - Rs. 0.01 crore) included in additions to fixed assets/capital work in progress

(vi) Term loan of Rs. 94.37 crores (2007-2008– Rs. 74.23 crores) from a bank is secured by way of first pari passu mortgage/charge

created on immovable/movable assets, both present and future, subject to any prior charges created in favour of the Company’s

bankers on the current assets for securing working capital borrowings, term loan of Rs. 7.50 crores (2007-08: Rs. 7.50 crores)

from a bank is secured by way of first pari passu mortgage/charge created on immovable/movable fixed assets both present and

future and term loan of Rs. 33.45 crores (2007-2008– Rs. 26.40 crores ) from others is secured by way of first pari passu

mortgage/charge created on immovable/movable assets (excluding current assets) both present and future, and a second charge

ranking pari passu on the current assets, both present and future of the Company’s Hariawan Sugar Complex, Uttar Pradesh.

(Rs. 25.61 crores due within a year; 2007-2008– Rs. Nil)

(vii)Term loan of Rs. 30.25 crores (2007-2008– Rs. 35.69 crores) from a bank is secured by way of first mortgage/charge created

on immovable/movable fixed assets, both present and future pertaining to the Company’s Rupapur Sugar Complex, Uttar Pradesh.

(Rs. 15.12 crores due within a year; 2007-2008– Rs. 11.90 crores)

(viii)Term loan of Rs. 56.43 crores (2007-2008: Rs. 56.43 crores) from a bank is secured by way of residual mortgage/charge created

on immovable/movable fixed assets, both present and future pertaining to all the four sugar units of the Company, i.e. Ajbapur

Sugar Complex, Uttar Pradesh, Rupapur Sugar Complex, Uttar Pradesh, Hariawan Sugar Complex, Uttar Pradesh & Loni Sugar

Complex, Uttar Pradesh. (Rs. 4.70 crores due within a year; 2007-2008– Rs. Nil)

(ix) Term Loan of Rs. 13.72 crores (2007-2008: Nil) from a bank secured by way of equitable mortgage of Land/Building, both

present and future, of SBM unit of the Company at Tonk, Rajasthan. (Rs. Nil due within a year; 2007-2008– Rs. Nil)

(b) Shri Ganpati Fertilizers Limited, a subsidiary

(i) Rs. 0.25 crores (2007-2008 – Nil) from a bank and Rs. 0.04 crores (2007-2008 – Nil) from others are secured by hypothecation

of assets purchased.


3. LOAN FUNDS (Continued)

4. DEFERRED TAX LIABILITIES AND ASSETS

As at As at

March 31, 2009 March 31, 2008


Deferred tax liabilities


235.35 212.05

Deferred tax assets

Provision for gratuity and leave encashment 26.61 22.92


Unabsorbed business loss 0.01 0.30

Others 61.27 14.40

91.44 40.81

Deferred tax liabilities (net) 143.91 171.24

DSCL-71.p65 8/26/2009, 1:21 PM77


DCM SHRIRAM



6. INVESTMENTS

As at As at

March 31, 2009 March 31, 2008


Long Term

(valued at cost unless there is permanent fall in value thereof)

Trade Investments

Unquoted

7,95,009 (2007-08 - 7,95,009) Equity shares of Rs. 10/- each

fully paid up of Bharuch Eco Aqua Infrastructure Limited. 0.79 0.79

45,50,000 (2007-08 - 30,00,000) Equity Shares of Rs. 10/- each

shares of Forum I Aviation Private Limited. 15,50,000 equity shares

alloted during the year 4.55 3.00

Quoted

763.959 (2007-08 - 763.959) US-2002 of Unit Trust of India

of Rs. 10/- each fully paid up (# Rs. 0.05 lacs) # #

Non-Trade Investments

Government Securities

Unquoted

National savings certificates * 0.03 0.01

Investment in Shares, Units, etc.

Quoted

Nil (2007-08 - 95,495 ) 6.75 % Bonds of Rs.100/- each fully paid-up

of Unit Trust of India, 95,495 units redeemed during the year - 0.95

1,50,000 (2007-08 - 150,000 ) Equity shares of IFCI Limited of

Rs.10/- each fully paid up 0.06 0.06

5,400 (2007-08 - 5,400) Master Gains 92 of Unit Trust of India

of Rs. 10/- each fully paid up (@ Rs. 0.47 lacs) @ @

2,500 (2007-08 - 2,500) Equity shares of APW President System

Limited of Rs.10/- each fully paid up 0.01 0.01

66,037 (2007-08 - 66,037 ) Equity shares of Bank of Baroda of

Rs. 10/- each fully paid up. 1.52 1.52

8,708 (2007-2008 - 5,443) Equity shares of Reliance Power Limited of

Rs. 10/- each fully paid up, 3,265 bonus shares allotted during the year 0.24 0.24

45,128 (2007-08 - 45,128) Equity shares of Gujarat State Petronet

Limited of Rs. 10/- each fully paid up 0.12 0.12

1,708 (2007-2008 - 1,708 ) Equity shares of Future Capital Holdings

Ltd. Rs. 10/- each fully paid up 0.13 0.13

34,150 (2007-08 - 34,150) Equity shares of National Thermal Power

Corporation Limited of Rs.10/- each fully paid up 0.21 0.21

3,430 (2007-08 - 3,430) Equity shares of Punjab National Bank

of Rs.10/- each fully paid up 0.13 0.13

DSCL-71.p65 8/26/2009, 1:21 PM78


DCM SHRIRAM


97,907 (2007-2008 - 97,907) Equity shares of Power Grid Corporation

Ltd of Rs. 10/- each fully paid up 0.51 0.51

37,870 (2007-08 - 37,870) Equity shares of Yes Bank Ltd of Rs. 10/-

each fully paid up. 0.17 0.17

6,934 (2007-08 - 6,934) Equity shares of IL & FS Investsmart Limited

of Rs. 10/- each fully paid up. 0.09 0.09

Unquoted

500 (2007-08 -500) 5.5% bonds of Rs. 10,000/- each fully paid up of

Rural Electrification Corporation Limited 0.50 0.50

49,950 (2007-08 - 49,950) Equity shares of Pacific Land Development

Private Limited of Rs.10/- each fully paid up 0.05 0.05

5,00,000 (2007-08 - 5,00,000) Equity shares of Forech India Limited of

Rs. 10/- each, Rs 4 paid up 1.75 1.75

3,00,000 (2007-08 - 3,00,000) Equity shares of E Commodities Limited


2,00,000 (2007-08 - 2,00,000) Equity shares of Ellenbarie Commercial

Limited of Rs.10/- each fully paid up 1.50 1.50

40,000 (2007-08 - 40,000) Equity shares of BMD Estate Private Limited


Less : Permanent diminution in value 0.75 - 0.75

Current Investments

(valued at lower of cost or net realisable value)

Non-Trade, Unquoted

Reliance Mutual Fund

4044.826 (2007-08 - Nil) units in Money manager 0.41 -

Retail- Daily dividend purchased during the year

DWS Ultra Mutual Fund

2,00,695.013 (2007-08 - Nil) units in Short term - Daily Dividend 0.20 -

purchased during the year

Kotak Mutual Fund

1,70,476.460 (2007-08- Nil) units in Flexi Debt - Daily Dividend 0.17 -

purchased during the year

TOTAL: 13.44 12.04

Aggregate book value - Quoted 3.19 4.14

- Unquoted 10.25 7.90

Aggregate market value - Quoted 4.07 6.63

* Lodged with Sales Tax authorities Rs. 9,000 (2007-08 - Rs. 9,000)

6. INVESTMENTS (Continued)

As at As at

March 31, 2009 March 31, 2008



DSCL-71.p65 8/26/2009, 1:21 PM79


DCM SHRIRAM


7. CURRENT ASSETS, LOANS AND ADVANCES

As at As at

March 31, 2009 March 31, 2008


Current Assets

Inventories

Stores and spares * 88.43 72.99

Stock-in-trade **


Process stocks 17.18 11.74

Finished goods 595.85 652.96

Securities 0.01 0.01

807.60 808.69

Sundry debtors

Debts over six months




Other debts



418.55 291.14

Less: Provision for doubtful debts 9.13 9.87

409.42 281.27

Cash and bank balances

Cash on hand 1.15 3.95

Cheques in hand 2.13 6.30

With scheduled banks on

Current account 31.68 42.90

Deposit account # 18.70 4.57

53.66 57.72

Loans and Advances

Advances recoverable in cash or in

kind or for value to be received



Less: Provision for doubtful advances 1.43 0.81

157.46 138.15

Deposits 22.08 23.85

With customs, excise and port trust authorities 53.95 67.30

Tax payments (net of provision for current tax and

fringe benefit tax)@ 49.10 42.51

MAT Credit entitlement 8.54 0.32

Interest accrued on investments and deposits 3.04 2.33

294.17 274.46

Other current assets (trade)**

(Refer Note 10 of Schedule - 13)

16,400 (2007-2008 - 30,000) 8.3% Fertiliser companies GOI

special bond 2023 of Rs. 10,000 each fully paid-up,

13600 (2007-08 - 10000) sold during the year 16.40 30.00

62,400 (2007-2008 - 1,23,000) 7.95% Fertiliser companies GOI

special bond 2026 of Rs.10,000 each fully paid-up

60600 (2007-08 - Nil) sold during the year 62.40 123.00

56,000 (2007-2008 - Nil) 7% Fertiliser companies GOI

special bond 2022 of Rs.10,000 each fully paid-up issued during the year 56.00 -

50,470 (2007-2008 - Nil) 6.65% Fertiliser companies GOI

special bond 2023 of Rs.10,000 each fully paid-up issued during the year ## 50.47 -

185.27 153.00

Less: Provision for diminution in value of bonds (9.75) (9.52)

175.52 143.48

1740.37 1565.62

* Stores and spares are valued at cost or under.

** Stock-in-trade and other current assets is valued at cost or net realisable value, whichever is lower.

# - Includes Rs. 0.29 crore (2007-2008 Rs. 0.43 crore) provided as margin for bank guarantees and letter of credit

- Includes Rs. 0.10 lac (2007-2008 - Rs. 0.10 lac) lodged with sales tax authority.

- Rs. 0.16 crore (2007-2008 - 0.31 crore) pledged as security against bank guarantee

@ Rs. 0.32 crore (2007-2008 Rs. 11.76 crores) MAT credit adjusted during the year

## Refer Note 2(a)(ii) of Schedule 3


DSCL-71.p65 8/26/2009, 1:21 PM80


DCM SHRIRAM


8. CURRENT LIABILITIES AND PROVISIONS

As at As at

March 31, 2009 March 31, 2008


Current Liabilities

Sundry creditors#

Total outstanding dues of Micro and small enterprises 0.99 0.17

Total outstanding dues of creditors other than micro

and small enterprises 518.85 427.05

Ex-gratia payable under voluntary retirement schemes* 1.21 1.39

Interest accrued but not due on loans 12.29 10.19

533.34 438.80

Provisions

Gratuity 47.02 40.83

Compensated absences 31.09 26.82

Proposed dividends 13.27 6.64


Provision for Contingencies 16.09 16.09

109.73 91.51

643.07 530.31

# Sundry creditors do not include any amounts outstanding as on March 31, 2009 which are required to be credited to

Investor Education and Protection Fund.

* Rs. 0.18 crore (2007-2008 - Rs.0.18 crore) due within a year.


9. INCOME FROM SERVICES AND OTHER INCOME


March 31, 2009 March 31, 2008


Income from services* 5.43 4.67

Other income

Dividend income (gross) from:

- non trade, long term investments 0.09 0.06

- non trade, current investments 2.18 1.71

Profit on sale of Fertiliser bonds 0.06 -

Profit on sale of fixed assets - 0.05

Interest income** 18.76 5.45

Rent 4.42 3.07

Liabilities/provisions no longer required written back 2.39 2.30

Miscellaneous 23.95 22.11

57.28 39.42

* Income-tax deducted at source Rs.0.38 crore (2007-2008 Rs. 0.34 crore)

** Income-tax deducted at source Rs. 0.69 crore (2007-2008 Rs. 0.85 crore)

DSCL-71.p65 8/26/2009, 1:21 PM81


DCM SHRIRAM


10. MANUFACTURING AND OTHER EXPENSES


March 31, 2009 March 31, 2008


Raw materials consumed 1,170.43 1,220.63

Stores, spares and components 146.21 148.36

Power, fuel, etc. 446.15 359.02

Repairs

Buildings 4.16 3.82

Plant and machinery 19.09 26.26

Salaries, wages, bonus, gratuity, commission, etc. 229.21 182.19


Welfare 11.74 9.94

Rent 19.11 11.83

Insurance 8.19 6.87

Donation 0.28 2.90

Rates and taxes 1.79 2.20

Auditors’ remuneration

Audit fee 0.67 0.58

Tax audit 0.09 0.03

Other services 0.56 0.45

Out-of-pocket expenses 0.01 0.04

Directors’ fees 0.09 0.07

Bad debts and advances written-off 1.25 0.42



Commission to selling agents 3.21 1.85

Brokerage, discounts (other than trade discounts), etc. 2.37 13.91

Selling expenses 42.96 23.42

Exchange fluctuation 33.34 12.94

Loss on sale of fertiliser bonds - 0.15

Loss on sale of non trade - long term investment - 0.07

Loss on sale/write off of fixed assets 1.22 0.14

Increase/(decrease) in excise duty of finished goods (14.71) 10.57

Provision for diminution in value of fertiliser bonds 7.21 9.52

Provision for losses on derivative transactions - 2.42


2,329.04 2,214.36

Less: - Cost of own manufactured goods capitalised (1.00) (0.84)

2,328.04 2,213.52

(Increase)/ Decrease in stocks of finished goods

and process stocks

Closing stocks 613.04 664.71

Less : Opening stocks 664.71 466.76

Add: Stocks of Subsidiaries on acquisition thereof 0.37 -

52.04 (197.95)

2,380.08 2,015.57


11. DEPRECIATION


March 31, 2009 March 31, 2008



Less: Transfer from revaluation reserve 0.03 0.03

148.73 123.65

DSCL-71.p65 8/26/2009, 1:21 PM82


DCM SHRIRAM



12. CURRENT/DEFERRED TAX


March 31, 2009 March 31, 2008


Current tax 12.57 103.98

Less :- MAT credit entitlement (8.54) 4.03 (0.19) 103.79

Deferred tax (3.10) 7.10

Fringe Benefit Tax 3.98 2.75

Adjustments related to earlier year

current tax (2.16) -

deferred tax (24.23) (26.39) - -

(21.48) 113.64

DSCL-71.p65 8/26/2009, 1:21 PM83


DCM SHRIRAM


13. NOTES TO THE CONSOLIDATED ACCOUNTS

1. Statement of accounting policies

(i) Basis of accounting

The consolidated financial statements are prepared under the historical cost convention as modified to include the revaluation

of land of one of the subsidiary of the Company. These statements have been prepared in accordance with Accounting

Standard 21 – “Consolidated Financial Statements”.

(ii) Principles of consolidation

a) The consolidated financial statements relate to DCM Shriram Consolidated Limited (‘the Company’) and its subsidiary

companies. The consolidated financial statements have been prepared on the following basis:

- the financial statements of the Company and its subsidiary companies have been 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 resulting in unrealised profits or losses.

- the consolidated financial statements have been 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.

- the excess of cost to the Company of its investment in a subsidiary company over the Company’s portion of the

equity of the subsidiary at the date on which investment in subsidiary is made is recognised in the financial statements

as goodwill.

b) The companies considered in the consolidated financial statements are:

Name of the Company Country of % voting % voting

incorporation power held as at power held as at

March 31, 2009 March 31, 2008

Subsidiary companies

DCM Shriram Credit and Investments Limited (DSCIL) India 100 100

DSCL Energy Services Company Limited (DESL) India 100 100

DCM Shriram International Limited (DSIL)(100% India 100 100

subsidiary of DSCIL)

DCM Shriram Infrastructure Limited (DCMSIL) India 100 100

(100 % subsidiary of DSCIL)

DCM Shriram Thermal Energy Limited (Formerly India 100 100

known as Anant Thermal Energy Limited(ATEL)

(100 % subsidiary of DSCIL)

Hariyali Rural Foundation (Formerly known as Hariyali

Finance Foundation) (100% subsidiary of DSCIL) India 100 100

DCM Shriram Energy and Infrastructure Limited (DSEIL) India 100 100

Hariyali Rural Ventures Limited (HRVL) India 100 100

DCM Shriram Aqua Foods Limited (DSAFL) India 100 100

Bioseeds Limited (BL) Mauritius 100 100

Bioseed Vietnam Limited (BVL)(100% subsidiary of BL) Vietnam 100 100

Bioseed Holdings PTE Limited #(100% subsidiary of BL) Singapore 100 -

Bioseed Research Philippines Inc (BRP) (100% Philippines 100 100

subsidiary of BL)

Bioseed Research India Private Limited (BRI) India 100 100

(100% subsidiary of BL)

Shriram Bioseed Genetics India Limited (SBGI) India 100 100

Shriram Bioseed (Thailand) Limited (SBTL) Thailand 99.99 99.99

(99.99% subsidiary of SBGI)

Shriram Bioseed Ventures Limited (SBVL) India 100 100

Shriram Bioseeds Limited (SBL) (100% subsidiary of SBVL) Mauritius 100 100

Affee Investment Corp (Affee) *(100% subsidiary of SBL) British Virgin Island - 100

Bioseed Genetics International Inc. *(100% Panama - 100

subsidiary of Affee)

Zeus Investments Limited (100% subsidiary of SBL) Mauritius 100 100

DCM Shriram Hydro Energy Limited # (100% India 100 -

subsidiary of DSEIL)

Fenesta Building Systems Limited # India 100 -

SBM Yarn Limited # India 100 -

Hariyali India Limited #(100% subsidiary of DSCIL) India 100 -

Hariyali Insurance Broking Limited #(100% subsidiary of HRVL) India 100 -

Shri Ganpati Fertilizers Limited # India 81.41 -

# subsidiary from current year.

* liquidated during the year

c) These Consolidated Financial Statements are based, in so far as they relate to amounts included in respect of subsidiaries

on the audited financial statements prepared for consolidation by the concerned subsidiaries in accordance with the

requirements of AS –21 “Consolidated Financial Statements” notified by the Companies ( Accounting Standard ) Rules,

2006.


DSCL-84.p65 8/26/2009, 1:21 PM84


DCM SHRIRAM


(iii) Fixed assets and depreciation

a) Owned assets

Fixed assets (assets acquired in Shriram Bioseed Genetics India Limited which have been revalued and are stated at revalued

figure) are stated at cost less accumulated depreciation. Cost of acquisition or construction is inclusive of freight, duties, taxes

and incidental expenses and interest on loans attributable to the acquisition of assets up to the date of commissioning of assets.

Capital subsidy received against specific asset is reduced from the value of relevant fixed asset.

The Company is following the straight-line method of depreciation in respect of buildings, plant and machinery and written

down value method in respect of other assets.

Depreciation is provided at the rates as specified in schedule XIV to the Companies Act, 1956, except in the case of:

Depreciation Rate

- catalyst tubes 12.50%

- cell units 10.00%

- certain other plant and machinery items 16.67%

- office and other equipments 25.00%

Depreciation is calculated on a pro-rata basis from the date of additions, except in the case of assets costing upto Rs.5000

each, where each such asset is fully depreciated in the year of purchase.

Depreciation (amortisation) on intangibles is provided on straight line method as follows:

- Technical know-how is amortised over its estimated economic useful life of 10 years

- Brand is amortised over a period of 10 years.

- Software is amortised over a period of 5 years.

On assets sold, discarded, etc. during the year, depreciation is provided upto the date of sale/discard.

b. Assets taken on finance lease

Fixed assets taken on finance lease on or after April 1, 2001 are stated at the lower of the fair value of the lease assets or the

present value of the minimum lease payments at the inception of the lease.

In respect of fixed assets taken on finance lease, when there is reasonable certainty that the Company will obtain ownership by

the end of the lease term, depreciation is provided in accordance with the policy followed by the Company for owned assets.

(iv) Foreign currency transactions and derivatives

(a) Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of transaction.

Monetary items (i.e. receivables, payables, loans etc.) denominated in foreign currency are reported using the closing exchange

rate on each balance sheet date.

The exchange differences arising on the settlement of monetary items or on reporting these items at rates different from rates

at which these were initially recorded/reported in previous financial statements are recognized as income/expense in the

period in which they arise except that the exchange differences arising till the commissioning of fixed assets, relating to

borrowed funds and liabilities in foreign currency for acquisition of the fixed assets are adjusted to the cost of fixed assets.

In case of forward exchange contracts, the premium or discount arising at the inception of such contracts, is amortised as

income or expense over the life of the contract. Further exchange difference on such contracts i.e. difference between the

exchange rate at the reporting/settlement date and the exchange rate on the date of inception of contract/the last reporting

date, is recognized as income/ expense for the period except that the exchange differences, including premium or discount on

forward exchange contracts, arising till the commissioning of fixed assets, relating to borrowed funds and liabilities in foreign

currency for acquisition of the fixed assets are adjusted to the cost of fixed assets.

(b) In case of foreign subsidiaries, the assets and liabilities have been translated into Indian Rupees at the closing exchange rate

at the year end whereas revenues and expenses reflected in the profit and loss account have been translated into Indian

Rupees at monthly average exchange rate for the reporting period. The resultant translation exchange differences are accumulated

in “Foreign currency translation reserve” to be recognised as income or expense in the period in which net investment in

concerned foreign subsidiary is disposed off.

(v) Inventories

Stores and spares are valued at cost or under. Stock-in-trade is valued at Cost or net realisable value, whichever is lower. The bases

of determining cost (which also includes taxes and duties wherever applicable) for different categories of inventory are as follows: -

Stores, spares and raw materials - Weighted average rate.

Stock-in-trade

Process stocks and finished goods - Direct cost plus appropriate share of overheads after giving credit for

other income and excluding certain expenses like ex-gratia and gratuity.

By-Products - At estimated realisable value

Securities are valued at cost or net realisable value, whichever is lower.

(vi) Revenue recognition

a) Revenue in respect of sale of products is recognised at the point of despatch to customer.

b) Under the retention pricing scheme, the Government of India reimburses to the fertiliser industry, the difference between the

retention price based on the cost of production and selling price (as realised from the farmers) as fixed by the Government

from time to time, in the form of subsidy. The effect of variation in input costs/expenses on retention price yet to be notified

is accounted for by the Company as income for the year based on its assessment of ultimate collection with reasonable degree

of certainty at the time of accrual.

c) The Company accrues concession/subsidy on traded Phosphatic and Potassic fertilisers pending notification by Government

of India, based on its assessment of ultimate collection thereof with reasonable degree of certainity.

d) Revenue in respect of income from services is recognized on proportionate completion method.

(vii) Investments

Long term investments are stated at cost unless there is a permanent fall in value thereof. Current investments are stated at cost

or net realisable value, whichever is less.


13. NOTES TO THE CONSOLIDATED ACCOUNTS (Continued)

DSCL-84.p65 8/26/2009, 1:21 PM85


DCM SHRIRAM


(viii) Employee benefits

Company’s contributions paid/payable during the year to provident fund, superannuation fund and employees’ state insurance

corporation are recognised in the profit and loss account. For the Provident Fund Trust administered by the Company, the Company

is liable to meet the shortfall, if any, in payment of interest at the rates declared by the Central Government and such liability is

recognised in the year of shortfall.

Provisions for gratuity and compensated absences determined on an actuarial basis at the end of the year are charged to revenue

each year.

(ix) Research and development

The revenue expenditure on research and development is charged as an expense in the year in which it is incurred. Capital

expenditure is included in fixed assets.

(x) Agricultural cost

Agricultural costs of Shriram Bioseed Genetics India Limited are accounted for as per the on going contracts.

(xi) Income-tax

The Income-tax liability is provided in accordance with the provisions of the Income-tax Act, 1961.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, between taxable income and accounting

income. Deferred tax assets on unabsorbed depreciation and carry forward losses are recognised on virtual certainty that sufficient

future taxable income will be available against which such deferred tax assets can be realised.



2. (i) Contingent liabilities not provided for:

Claims* (excluding claims by employees where amount

not ascertainable) not acknowledged as debts:

Income tax matters 0.40 -

Sales tax matters 1.33 1.33

Excise Matters 2.22 2.30

Additional Premium on Land 8.11 8.11

Others 7.20 7.40

Total 19.26 19.14

* all the above matters are subject to legal proceedings in the ordinary course

of business. The legal proceedings, when ultimately concluded will not, in the

opinion of management, have a material effect on results of operations or

financial position of the Company.

(ii) Capital commitments (net of advances) 11.70 94.04

(iii) Guarantees given to financial institutions, banks and other parties in

respect of loans availed by other parties:

Amount guaranteed 1.85 1.85

Amount of loans outstanding 0.46 0.52

3. In accordance with past practice, the Company has taken revenue credits aggregating Rs. 46.81 crores (2007-2008 -

Rs. 14.21 crores) for urea subsidy claims , which are pending notification/ final acceptance by ‘Fertiliser Industry Coordination

Committee’ (FICC), Government of India, in pursuance of the Retention Price Scheme administered for nitrogenous fertilisers.

Similarly, revenue credits aggregating Rs. 17.38 crores (2007-08- Rs. 0.27 crores) for subsidy claims relating to Di-Ammonium

Phosphate, Muriate of Potash and Single Super Phosphate have been taken which are pending notification of final rates of concession/

subsidy by the Government of India, Ministry of Chemicals and Fertilisers. Necessary adjustment to revenue credits so accrued will

be made on issuance of notification by FICC/Government of India, Ministry of Chemicals and Fertilisers or final settlement thereof.

4. The Hon’ble Supreme Court vide its Order dated December 11, 1996 directed that the Aqua projects shall be allowed to be

developed after the projects are granted approval by an ‘Authority’ to be constituted by the Central Government, which is still

pending. DCM Shriram Aqua Foods Limited (DSAFL) is monitoring the developments in this regard and will take appropriate actions

in due course.

However, DSAFL, in the year 2001-2002, based on a valuation of its assets carried out by an independent valuer had out of

abundant caution made a provision for contingencies of Rs. 4.00 crores towards the possible diminution in the value of its assets.

5. Sundry debtors of Shriram Bioseed Genetics India Limited (SBGI) include Rs. 1.16 crores (2007-08 Rs. 1.16 crores) in respect of a

debtor against whom legal action for recovery has been initiated. In the opinion of the management of SBGI, this outstanding is

considered fully recoverable and therefore, has not been provided for.

6. Segment reporting

A. Business segments :

Based on the guiding principles given in Accounting Standard AS-17 “Segment Reporting” notified by the Companies ( Accounting

Standard) Rules, 2006 the Company’s business segments include: Fertilisers (manufacturing of urea), Chloro-Vinyl (manufacturing

of poly-vinyl chloride, carbide and chlor alkali products), Agri inputs (trading of di ammonia phosphate, muriate of potash, super

phosphate, other fertilisers, seeds and pesticides),Cement (manufacturing of cement), Sugar (manufacturing of sugar products

and co-generation of Power), Hariyali Kisaan Bazaar (Rural retail and agri businesses), Bioseed (production of hybrid seeds),

Others (energy services, textiles, compounds, UPVC Window Systems and plaster of paris). Sale of power from the power

generation facilities set up for the business segments is included in their respective results.



DSCL-84.p65 8/26/2009, 1:21 PM86


DCM SHRIRAM


B. Geographical segments:

Since the Company’s activities/operations are primarily within the country and considering the nature of products/services it

deals in, the risks and returns are same and as such there is only one geographical segment.

C. Segment accounting policies:

In addition to the significant accounting policies applicable to the business segments as set out in note 1 above, the accounting

policies in relation to segment accounting are as under:

a) Segment revenue and expenses:

Joint Revenue and joint expenses of segments are allocated amongst them on a reasonable basis. All other segment

revenue and expenses are directly attributable to the segments.

b) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories

and fixed assets, net of allowances and provisions which are reported as direct offsets in the balance sheet. Segment

liabilities include all operating liabilities and consist principally of creditors and accrued liabilities. Segment assets and

liabilities do not include deferred income taxes. While most of the assets/liabilities can be directly attributed to individual

segments, the carrying amounts of certain assets/liabilities pertaining to two or more segments are allocated to the segments

on a reasonable basis.

c) Inter segment sales:

Inter segment sales between operating segments are accounted for at market price. These transactions are eliminated in

consolidation.



D. Information about business segments:

Rs. Crores

PARTICULARS Fertiliser Agri Inputs Sugar Hariyali Kisaan Chioro-Vinyl# Cement Bioseed Others Elimination Total

Bazaar

This Previous This Previous This Previous This Previous This Previous This Previous This Previous This Previous This Previous This Previous

Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year Year

1. REVENUE

External sales 795.44 703.17 369.63 134.31 642.89 502.22 406.97 217.98 876.53 749.65 146.44 139.55 155.48 106.16 287.97 217.04 3681.35 2770.08

Income from Services 5.43 4.67 5.43 4.67

Inter segment sales 0.06 8.22 1.98 - 0.27 4.57 3.09 54.78 46.18 - 0.04 0.07 0.56 67.64 52.18

Total revenue 795.44 703.23 377.85 136.29 642.89 502.49 411.54 221.07 931.31 795.83 146.44 139.59 155.48 106.16 293.47 222.27 67.64 52.18 3686.78 2774.75

2. RESULTS

Segment results 25.82 19.69 22.88 7.27 87.86 (4.99) (64.59) (29.64) 197.50 148.97 25.47 27.63 29.53 6.30 (3.33) (15.53) 321.14 159.70

Unallocated expenses (net of income) 69.58 65.38

Operating profit 25.82 19.69 22.88 7.27 87.86 (4.99) (64.59) (29.64) 197.50 148.97 25.47 27.63 29.53 6.30 (3.33) (15.53) 251.56 94.32


Profit before tax and exceptional items 101.13 6.71

Profit on sale of SBM land redevelopment project - 779.64


Provision for taxation (21.48) 113.64

Net profit 122.61 672.71

3. OTHER INFORMATION

A. ASSETS

Segment assets 281.46 301.11 112.34 72.89 1276.54 1394.76 443.35 305.85 1009.25 908.81 35.49 36.09 174.94 109.23 387.47 262.59 3720.84 3391.33

Unallocated assets 321.81 242.93

Total assets 281.46 301.11 112.34 72.89 1276.54 1394.76 443.35 305.85 1009.25 908.81 35.49 36.09 174.94 109.23 387.47 262.59 4042.65 3634.26

B. LIABILITIES

Segment liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.84 13.84 10.30 81.13 35.45 34.75 26.08 580.99 489.42

Share capital and reserves 1268.53 1149.27

Secured and unsecured loans 1987.14 1783.44

Unallocated liabilities 205.99 212.13

Total liabilities 77.69 94.94 68.02 28.11 69.52 140.32 39.81 25.38 196.23 128.84 13.84 10.30 81.13 35.45 34.75 26.08 4042.65 3634.26

C. OTHERS

Capital expenditure 5.39 5.11 - 0.01 64.53 20.30 113.95 98.85 99.00 233.77 1.95 1.98 7.54 5.59 75.25 54.44

Depreciation 12.24 13.06 0.04 0.05 43.28 41.76 11.55 5.06 63.92 47.62 1.97 2.96 1.66 2.00 12.03 9.68

Non cash expenses other than depreciation 0.02 0.30 1.43 0.03 0.55 0.22 - - 0.27 0.30 - - 1.62 0.23 0.32 0.62

# As ‘Chemicals’ and ‘Plastics’ business of the Company have become more interrelated and similar during the year and based on the factors detailed in Accounting Standard (AS) - 17, ‘ Segment Reporting’ notified under Companies (Accounting Standard)

Rules, 2006, these segments have been combined into one segment namely ‘Chloro-Vinyl’

DSCL-84.p65 8/26/2009, 1:21 PM87


DCM SHRIRAM


Rs. Crores

7. Disclosure in respect of assets taken on lease on or after April 1, 2001 under Accounting Standard AS-19 “Leases”.

(i) General description of the finance lease:

Bioseed Research Philippines Inc has entered into finance lease arrangement for vehicles and office equipment. Some of the

significant terms and conditions of such leases are as under:

- renewal for a further period on such terms and conditions as may be mutually agreed upon between lessor and the

Company.

- assets to be purchased by the Company or the nominee appointed by the Company at the end of the lease term.

(ii) Reconciliation between the total of minimum lease payments at the balance sheet date and their present value:

Total Not later than Later than one year

one year but not later than five years

This Previous This Previous This Previous

year year year year year year

Total of minimum lease payments

at the balance sheet date 0.47 0.44 0.20 0.19 0.27 0.26

Less: Future finance charges 0.08 0.08 0.03 0.03 0.05 0.06

Present value of minimum lease

payments at the balance sheet date 0.39 0.36 0.17 0.16 0.22 0.20



(iii) General description of the operating lease

(a) The Company has entered into lease agreements for lease of offices, retails outlets etc., generally for a period of 5/15 years,

which can be terminated, by serving notice period as per the terms of the agreements

(b) Rs. Crores


Total of minimum lease payments 13.19 10.06

The total of minimum lease payments for a period:-

- Not later than one year 7.97 4.40

- Later than one year and not later than five years 5.07 5.36

- Later than five years 0.15 0.30

(c) Lease payment recognised in profit and loss account for the year 19.11 11.83

8. Earnings per share


Net profit for the year as per profit and loss account (Rs. Crores) 122.61 672.71

Exceptional income, net of taxes of Rs. 105.62 crores (Rs. Crores) - 674.02

Net Profit after tax but before exceptional items (Rs. Crores) 122.61 (1.31)

Basic/Weighted average number of equity shares outstanding 165,903,320 165,903,320

Basic and diluted earnings per share in rupees (face value – Rs.2 per share)

- Before exceptional item 7.39 (0.08)

- After exceptional item 7.39 40.55

9. Related party disclosures under Accounting Standard -18

A. Name of related party and nature of related party relationship

Key Managerial Persons, their relatives and HUFs : Mr. Ajay S.Shriram, Mr. Vikram S.Shriram, Mr. Rajiv Sinha, Mr. Ajit

S.Shriram, Mr. N.J. Singh, Mr. Aditya A. Shriram (relative of Mr. Ajay S. Shriram), Mrs. Divya Sinha (relative of Mr. Rajiv

Sinha), Ms. Arunima Sinha (relative of Mr. Rajiv Sinha), M/s. Ajay S.Shriram (HUF), M/s. Vikram S.Shriram (HUF)

B. Transactions with Key Managerial Persons, their relatives and HUF’s.

Key Managerial Personnel,

their relatives and HUFs



Hire of premises - rent paid 2.43 2.10

Security deposit given - 1.00

Security deposit received back 0.02 0.07

Fixed deposit received 0.02 -

Managerial remuneration including commission 6.77 3.82

Balance outstanding as at the year end

- Security deposits for premises hired 8.75 8.77

- Fixed deposits 0.09 0.07

- Commission payable 2.07 -

DSCL-84.p65 8/26/2009, 1:21 PM88


DCM SHRIRAM


Rs. Crores


Raw materials consumed 0.06 -

Stores, spares and components 0.01 -

Repairs to Plant and machinery - 0.06

Salaries, wages, bonus, gratuity, commission etc. 1.72 3.11


Welfare 0.03 0.03

Rent - 0.02

Insurance 0.08 0.58


Exchange fluctuation (4.53) 8.32


Interest 12.19 5.24


12.82 23.29

Add: Brought forward from the previous year 21.80 44.61

Less: Capitalised during the year 30.08 46.10

Transferred to capital work-in-progress 4.54 21.80



11. Details of Pre-operative expenses pending allocation included under Capital work in progress in Schedule 5 is as under:

12. Provision for contingencies aggregating to Rs. 12.09 crores (2007-2008 - Rs. 12.09 crores) in Schedule 8 represents the maximum

possible exposure on ultimate settlement of issues relating to reconstruction arrangement of the companies.

13. Amount of borrowing costs capitalised to fixed assets during the year Rs. 12.19 crores (2007-2008 - Rs. 5.24 crores)

14. Category wise quantitative data about Derivative Instruments:

Nature of Derivative Number of deals Purpose Amount in foreign Amount in Rs. Crores

currency (in Crores)


Year Year Year Year Year Year Year Year

US Dollar Interest rate swap 3 5 Hedging Hedging USD 1.70 USD 3.1 86.16 124.00

Overnight Index swap - 1 Hedging Hedging - - - 25.00

Currency swap 2 - Hedging - USD 1.00 - 50.68 -

Currency swap 3 - Hedging - JPY 251.25 - 128.17 -

Coupon swap 4 4 Conversion of Conversion of USD 0.50 USD 0.5 25.34 20.00

Indian Rupee Indian Rupee

denominated denominated

coupons into coupons

USD coupons into USD

coupons

Options 1 1 Hedging Hedging JPY 58.75 USD 0.5 29.97 20.00

10. The Government of India, Ministry of Fertilizers, issued fertilizers bonds aggregating Rs. 106.47 crores (2007-08: Rs. 163.00

crores) to the Company in lieu of fertilizer subsidy receivable to enable the companies to sell these bonds in the market to realize its

receivables. In accordance with this intent, the bonds have been classified as ‘Other Current Assets’ during the year as against

‘Investments’ in previous year.

DSCL-84.p65 8/26/2009, 1:21 PM89


DCM SHRIRAM




Foreign Currency exposures that are not hedged by derivative instruments or otherwise is as follows:


Amount in foreign Amount in Rs. Crores Amount in foreign Amount in Rs. Crores

currency (in Crores) currency (in Crores)

Loans - - USD 2.25 90.15

Current liabilities USD 0.07 3.42 USD 0.17 6.78

- - EURO 0.006 0.36

JPY 0.05 0.03 JPY 1.62 0.65

Current Assets USD 0.01 0.54 USD 0.08 3.39

GBP 0.00037 0.03 GBP 0.001 0.06

EURO 0.15 9.77 EURO 0.005 0.31

JPY 0.04 0.02 - -

15. In pursuance of an Umbrella agreement dated January 30, 2006 entered into between the Company (DSCL) and M/s Shri Ganpati

Fertilizers Limited (SGFL), a supplier of SSP products, DSCL provided financial assistance against security of all immovable assets

and movable assets of SGFL and pledge of equity shares of SGFL held by its promoters. On continuous non-compliance with the

terms of the agreement, DSCL invoked the security clause and got 81.41% of the total shares held by the promoters transferred in

its name on May 5, 2008. Since complete information/records were not available, the financial statements of SGFL as at March 31,

2009 have been prepared on the basis of the available records and information for the period upto May 5, 2008 and current year

records maintained thereafter by the current management.

16. In view of the financial statements of companies, which became subsidiaries during the year, being incorporated in these consolidated

financial statements, net fixed assets are higher by Rs. 4.53 crores (2007-2008 - Rs. 36.54 crores,) current assets and loans and

advances are higher by Rs. 12.38 crores (2007-2008 - Rs. 0.85 crores), current liabilities are higher by Rs. 1.32 crores (2007-2008

- Rs. 0.08 crores), and profit after tax is lower by Rs. 2.52 crores (2007-2008 - Rs. 0.12 crores).

17. DSCL had accounted for cane purchases for sugar year 2007-08 at Rs. 110 per quintal, the rate at which it has made payment to

the cane growers as per the interim order of the Hon’ble Supreme Court, against the price of Rs. 125 per quintal fixed by the Uttar

Pradesh State Government. Necessary adjustments will be made in accordance with the orders of the Hon’ble court in the matter.

18. Employee Benefits

The Company has classified the various benefits provided to employees as under:-

i) Defined contribution plans

The Company has recognized the following amounts in the profit and loss account:

Rs. Crores


- Employers’ contribution to provident fund 10.75 9.95

- Employers’ contribution to superannuation fund 6.50 9.02

- Employers’ contribution to employees’ state insurance corporation 0.26 0.21

ii) Defined benefit plans

a) Gratuity

b) Compensated absences – Earned leave/ sick leave

DSCL-84.p65 8/26/2009, 1:21 PM90


DCM SHRIRAM




In accordance with Accounting Standard 15 (revised 2005), actuarial valuation was done in respect of the aforesaid defined benefit plans and

details of the same are given below :-

Rs. Crores

Compensated absences

Gratuity Gratuity Earned leave Sick leave

(Funded) (Unfunded) (Unfunded) (Unfunded)


year year year year year year year year

Discount rate (per annum) 8% 8% 8% 8% 8% 8% 8% 8%

Future salary increase 4% 4% 7% 7% 7% 7% 7% 7%

Expected rate of return on plan assets 8% 8% - - - - - -

In service mortality * * * * * * * *

Retirement age 58/60 58/60 58/60 58/60 58/60 58/60 58/60 58/60

years years years years years years years years

Withdrawal rates:

- upto 30 years 5% 5% 3% 3% 3% 3% 3% 3%

- upto 44 years 5% 5% 2% 2% 2% 2% 2% 2%

- above 44 years 5% 5% 1% 1% 1% 1% 1% 1%

I. Expense recognised in profit and loss account

Current service cost 0.07 0.06 3.02 2.60 2.28 3.05 1.01 0.87

Interest cost 0.03 0.02 3.42 2.95 1.36 1.04 0.97 0.80

Expected return on plan assets (0.03) (0.03) - - - - - -

Net actuarial( gain) / loss recognised in the year 0.07 0.07 2.07 2.55 0.83 0.23 (0.57) (0.46)

Total expense 0.14 0.12 8.51 8.10 4.47 4.32 1.41 1.21

II. Net asset/(liability) recognised in the

balance sheet as at March 31, 2009

Present value of Defined benefit obligation 0.47 0.34 46.95 40.77 18.41 15.55 12.68 11.27

Fair value of plan assets 0.40 0.28 - - - - - -

Funded status [surplus/(deficit)] (0.07) (0.06) (46.95) (40.77) (18.41) (15.55) (12.68) (11.27)

Net asset/(liability) as at March 31, 2009 (0.07) (0.06) (46.95) (40.77) (18.41) (15.55) (12.68) (11.27)

III. Change in the present value of

obligation during the year

Present value of obligation as at the

beginning of the year 0.34 0.21 40.77 36.81 15.55 13.12 11.27 9.98

Interest cost 0.03 0.02 3.42 2.95 1.36 1.04 0.97 0.80

Current service cost 0.07 0.06 3.02 2.60 2.28 3.05 1.01 0.87

Benefits paid (0.04) (0.02) (2.33) (4.14) (1.61) (1.89) - -

Actuarial (gains) / losses on obligation 0.07 0.07 2.07 2.55 0.83 0.23 (0.57) (0.38)

Present value of obligation as at the

end of the year 0.47 0.34 46.95 40.77 18.41 15.55 12.68 11.27

IV. Change in fair value of assets during the year

Fair value of plan assets at the beginning

of the year 0.28 0.25 - - - - - -

Expected return on plan assets 0.03 0.03 - - - - - -

Contributions by employer 0.12 0.06 - - - - - -

Actual benefits paid 0.04 0.06 - - - - - -

Fair value of plan assets at the end of the year 0.39 0.28 - - - - - -

Actual return on plan assets 0.03 0.03 - - - - - -

V. The major categories of plan assets as a

percentage of total plan

Funded with LIC 100% 100% - - - - - -

* LIC (1994-96) duly modified

DSCL-84.p65 8/26/2009, 1:21 PM91


DCM SHRIRAM


19. 'Excise duty' on sales has been deducted from gross sales on the face of profit and loss account. 'Increase/ (decrease) in excise

duty on finished goods' has been shown under the head 'Manufacturing and other expenses' in schedule 10.

20. Previous year's figures have been recast, wherever necessary.

21. Schedules 1 to 13 form an integral part of the financial statements.

DSCL-84.p65 8/26/2009, 1:21 PM92

Corporate Information - Annual Report - 2009.pdf · b) On Company’s property situated at DSCL...

Documents

Transcript of Corporate Information - Annual Report - 2009.pdf · b) On Company’s property situated at DSCL...