Reliance Industries Limited
Annual Report 1988-89
60
Reliance
15TH ANNUAL GENERAL MEETING
BOARD OF DIRECTORS
on Saturday, the 30th September, 1989
at Sri Shanmukhananda Fine Arts & Sangeetha Sabha
292 Jayshankar Yagnik Marg, Sion (East)
Bombay 400 022.
at 11.00 a.m.
Contents
Page No.(s)
2
3-4
5-7
8-9
10-11
12
13
14-17
18-21
22
23-29
30-60
Financial Highlights
Graphs
Notice of Annual General Meeting
Directors’ Repor t
Auditors’ Report
Balance Sheet
Profit and Loss Account
Schedules annexed to Balance Sheet and
Profit & Loss Account
Notes and Contingent Liabilities
Statement Pursuant to Section 212
of the Companies Act
Annexure to Directors’ Repor t
Documents of Subsidiar y Companies
Registered Office:
3rd Floor, Maker Chambers IV
222 Nariman Point, Bombay 400 021.
PLANTS AT:
1. Patalganga, Off Bombay-Pune Road
Near Panvel, Dist. Raigad
Maharashtra.
2. 103/106 Naroda Industr ial Estate
Naroda, Ahmedabad.
Subsidiary Companies:
Devti Fabrics Limited
Plant at Sidhpur
Dist. Mehsana, Gujarat State.
Reliance Petrochemicals Limited
Village Mora, Bhatha P.O.,
Surat - Hazira Road
Dist. Surat, Gujarat State
Trishna Investments and Leasings Limited
Maker Chamber IV
222, Nariman Point, Bombay 400 021.
Dhirubhai H. Ambani, Chairman & Managing Director
Ramniklal H. Ambani, Joint Managing Director
K. Gopal Rao
Natvar lal H. Ambani, Executive Director
Mukesh D. Ambani, Executive Director
Jayantilal R. Shah
Mansingh L. Bhakta
T. Ramesh U. Pai
V.V. Divecha, Nominee Director - I.C.I.C.I.
B. D. Shah, Nominee Director - G.I.C.
Anil D. Ambani, Executive Director
Nikhil R. Meswani, Executive Director
SECRETARY
Vinod M. Ambani
SOLICITORS & ADVOCATES
Kanga & Co.
Dave & Co.
AUDITORS
Rajendra & Co.
Chaturvedi & Shah
BANKERS
Syndicate Bank
State Bank of India
Bank of Baroda
Canara BankIndian Bank
Oriental Bank of Commerce
Vijaya Bank
Standard Char tered Bank
Deutsche Bank (Asia)
REGISTRARS & TRANSFER AGENTS
Reliance Consultancy Ser vices Limited
56 Mogra Village Lane, Off Old Nagardas Road
Andheri (East)
Bombay 400 069.
1
Reliance
FINANCIAL HIGHLIGHTS
Sales
Other Income
1988-89
1987-88
(9 months) (18 months)
Rs.
1770.74
7.45
Rs.
1112.45
7.88
(A)
Manufacturing and Other Expenses (B)
Gross Profit (A–B)
(C)
Interest
Depreciation
1120.33
862.58
257.75
91.58
86.80
1778.19
1495.27
282.92
110.74
91.41
Net Profit (C–D)
(D)
(E)
178.38
79.37
202.15
80.77
1986
1985
1984
1983
Rs.
905.48
5.73
911.21
781.82
129.39
54.24
60.98
115.22
14.17
Rs.
733.14
4.94
738.08
604.83
133.25
24.45
37.46
61.91
71.34
Rs.
622.01
7.11
629.12
511.23
117.89
22.61
34.18
56.79
61.10
Rs.
520.35
4.68
525.03
433.61
91.42
21.52
31.38
52.90
38.52
(Rs. in crores)
1981
1982
Rs.
421.03
2.51
423.54
361.28
62.26
18.93
14.17
33.10
29.16
Rs.
312.22
3.63
315.85
268.39
47.46
16.79
10.97
27.76
119.70
WHAT THE COMPANY OWNED
Fixed Assets
Gross Block
Less: Depreciation (Cumulative)
1871.76
368.98
1862.66
278.58
1137.55
188.09
Net Block
Investments
Current Assets
1502.78
58.50
849.46
1584.08
1.25
607.83
949.46
0.37
1052.83
735.68
128.88
606.80
37.30
402.10
530.93
104.65
426.28
0.17
235.41
394.88
73.42
321.46
0.12
215.19
356.71
42.10
314.61
0.12
191.53
133.46
27.90
105.56
0.07
156.55
2410.74
2193.16
2002.66
1046.20
661.86
536.77
506.26
262.18
WHAT THE COMPANY OWED
Long Ter m Funds
Medium/Short Term Funds
Current Liabilities & Provisions
579.44
195.11
564.88
609.82
103.83
457.39
546.12
143.78
1001.23
515.16
81.90
138.02
276.96
44.83
93.68
239.99
35.46
131.44
260.60
22.85
131.27
83.17
16.36
105.56
1339.43
1171.04
1691.13
735.08
415.47
406.89
414.72
205.09
NET WORTH OF THE COMPANY
Equity Share Capital
Preference Share Capital
Reserves & Surplus
152.11
5.80
913.40
152.10
5.80
864.22
51.61
5.80
254.12
51.61
5.80
253.71
46.18
5.80
194.41
36.15
5.80
87.93
1071.31
1022.12
311.53
311.12
246.39
129.88
18.60
5.80
67.14
91.54
16.67
0.30
40.12
57.09
2
SALES
Rs. in crores
CAPITAL & NET WORTH
Rs. in crores
18months
1770.74
9 months
1112.45
905.48
733.14
622.01
520.35
421.03
312.22
1981 1982 1983 1984 1985 1986 87-88 88-89
1981
Equity Share 16.67
Net Worth
57.09
1982
18.60
91.54
1983
36.15
1984
1985
1986
87-88
88-89
46.18
51.61
51.61
152.10
152.11
129.88
246.39
311.12
311.53
1022.12
1071.31
1100
1050
1000
950
900
850
800
750
700
650
600
550
500
450
400
350
300
250
200
150
100
50
0
3
GROSS PROFIT & NET PROFIT
Rs. in crores
NET PROFIT
GROSS PROFIT
282.92
257.75
133.25
129.39
111.89
91.42
62.26
61.10
71.34
29.16
38.52
47.46
19.7
14.17
80.77
79.37
300
250
200
150
100
50
0
1981
1982
1983
1984
1985
1986
87-88
88-89
18 months 9 months
DIST RIBUTION OF INCOME
Purchases & Raw Materials
Consumed
Manufacturing & Other
Expenses
Excise Duty
Interest
Depreciation
Dividend
Retained Earnings
4.13% 2.95%
7.75%
8.17%
24.90%
26.94%
25.16%
4
Reliance
NOTICE
NOTICE is hereby given that the Fifteenth Annual General Meeting of the
Members of Reliance Industries Limited will be held on Saturday the 30th
September, 1989 at 11.00 a.m. at Sri Shanmukhananda Fine Arts & Sangeetha
Sabha, 292, Jayashankar Yagnik Marg, Sion (East), Bombay 400 022 to transact
the following business:
ORDINARY BUSINESS:
1. To consider and adopt the Balance Sheet as at 31st March, 1989 and the
Profit and Loss Account of the Company for the period from 1st July, 1988 to
31st March, 1989 and the reports of the Board of Directors and Auditors
thereon.
2. To declare a dividend on equity and preference shares.
3. To appoint a Director in place of Shri M.D Ambani, who retires by rotation
and being eligible, offers himself for reappointment.
4. To appoint a Director in place of Shri N R Meswani, who retires by rotation
and being eligible, offers himself for reappointment.
(Issue of Share Certificate) Rules, 1960 or any statutory modification thereof
for the time being in force.
(b) The Company shall also be at liberty to have an official seal in accordance
with Section 50 of the Act for use in any territory, district or place outside
India and such power shall accordingly be vested in the Directors or by
or under the authority of the Directors granted, in favour of any person
appointed for the purpose in that territory, district or place outside India.
9. To consider and if thought fit, to pass, with or without modification, the following
resolution as a special resolution.
“RESOLVED THAT subject to the confirmation by the Company Law Board
under Section 17 of the Companies Act, 1956, the place of registered office
of the Company be changed from the State of Maharashtra to the State of
Gujarat.”
RESOLVED FURTHER THAT Clause II of the Memorandum of Association
of the Company be substituted by the following Clause II
Clause Il:
The Registered Office of the Company will be situate in the State of Gujarat.
5. To appoint a Director in place of Shri K. Gopal Rao, who retires by rotation
10. To consider and if thought fit, to pass, with or without modification, the following
and being eligible, offers himself for reappointment.
resolution as an ordinary resolution.
6. To appoint Auditors to hold office from the conclusion of this meeting until
the conclusion of the next Annual General Meeting and to fix their
remuneration.
SPECIAL BUSINESS:
7. To consider and if thought fit, to pass, with or without modification, the following
resolution as a special resolution.
“RESOLVED THAT pursuant to the provisions of Section 314 and all other
applicable provisions, if any, of the Companies Act 1956, consent of the
Company be and is hereby accorded to Shri Rajendra J Shah, Proprietor of
Messrs Rajendra & Co. Chartered Accountants, relative of Shri Jayantilal R
Shah, a Director of the Company, to hold office from the conclusion of this
Annual General Meeting until the conclusion of the next Annual General
Meeting as Joint Auditor of the Company and/or for rendering any other
professional services on such remuneration and on such ter ms as may be
agreed by the Board of Directors”.
8. To consider and if thought fit, to pass with or without modification, the following
resolution as a special resolution RESOLVED THAT pursuant to Section 31
and all other applicable provisions if any, of the Companies Act, 1956. the
Articles of Association of the Company be and are hereby altered by deleting
the existing Article 177 and substituting in its place and stead the following
as new Article 177 Article t 77;
(a) The Directors shall provide a Common Seal for the purpose of the
Company and shall have power from time to time to destroy the same
and substitute a new seal in lieu thereof and the Directors shall provide
for the sale custody of the seal for the time being and the seal shall
never be used except by or under the authority of the Directors or a
Committee of Directors previously given and every deed or other
instrument to which the seal of the Company is required to be affixed
shall unless the same is executed by a duly Constituted Attorney or
authorised person of the Company, be affixed in the presence of one
Director and/or the Manager and/or the Secretary at the least who shall
sign every instrument to which the seal Is so affixed in his presence:
Provided that the certificates of shares or debentures shall be sealed in
the manner and in conformity with the provisions of the Companies
“RESOLVED THAT pursuant to the provisions of Section 372 and all other
applicable provisions if any, of the Companies Act, 1956, and subject to the
approval of the Central Government. the Reserve Bank of India and such
other approvals as may be necessary, consent of the Company be and is
hereby accorded to the Board of Directors of the Company to invest by
subscribing to the entire share capital of an amount not more than Rupees
900 lacs equivalent in Pounds/United States Dollars by way of subscription,
purchase or otherwise for cash at par in a new company to be promoted by
the Company to be formed and registered in United Kingdom with an object
to promote the exports of products manufactured and/or dealt in by the
Company to other countries in the world”
“RESOLVED FURTHER THAT the Board of Directors of the Company be
and is hereby authorised to determine the actual sum or sums to be so
invested and to decide all or any other matters arising out of or incidental to
the proposed investments and to sign and execute all deeds, applications,
documents and writings that may be required to be signed on behalf of the
Company in connection with such investment(s) and to do all acts, matters,
deeds and things that may be necessary, proper, expedient or incidental, for
the purpose of giving effect to the resolution.”
11. To consider and if thought fit, to pass, with or without modification, the following
resolution as an ordinary resolution.
“RESOLVED THAT in partial modification of the resolution passed at the
Extra Ordinary Genera! Meeting of the Members of the Company held on
10th August, 1987 (adjourned) and in accordance with the provisions of
Section 293(1) (a) and other applicable provisions, if any, of the Companies
Act. 1956, the consent of the Company be and is hereby accorded to the
Board of Directors of the Company to mortgage and/or charge all or any of
the immovable and/or movable assets of the Company both present and
future and situate at Patalganga, Dist Raigad, in the State of Maharashtra
and at Naroda, Ahmedabad in the State of Gujarat, but specifically
excluding the current assets, receivables, inventories, book debts, both
present and future, residential quarters and such other specific items of
machinery and equipments as are specifically charged and/or to be charged.
5
Reliance
to any other lenders as the Board of Directors may decide in consultation
with the Term Lenders/Debenture Trustees in such form and manner as the
Board of Directors may determine to secure repayment by the Company of
the Term Loans not exceeding a sum of Rs 24.25 Crores to and in favour of
the Industrial Credit and Investment Cor poration of India Limited (ICICI),
Industrial Development Bank of India (IDBI), Industrial Finance Corporation
of India (IFCI), Unit Trust of India (UTI), Life Insurance Corporation of India
(LIC), General Insurance Corporation of India (GIC), National Insurance
Company Ltd. (NIC), New India Assurance Company Limited (NIA), Oriental
Insurance Company Ltd. (Ol), United India Insurance Company Ltd. (Ul) and
Industrial Reconstruction Bank of India (IRBI), who have provided the said
Term Loans in participation, syndication or otherwise with power to take over
the management and business and concern and undertaking of the Company
at Patalganga and/or at Naroda in certain events of default together with
interest thereon, further/additional interest, liquidated damages in case of
default, premium on prepayment, cost, charges, expenses and other monies
in terms of the Agreement(s) entered into/to be entered into between the
Company and the said Term Lenders; Provided that the said mortgage and/
or charge shall rank pari passu inter se the said Term Lenders without any
preference or priority of one over the other or others of them and also rank
pari passu with the mortgages and/or charges created and/or to be created
by the Company to secure the existing Rupee and Foreign Currency Term
Loans and other financial facilities/borrowings availed of by the Company
from the Financial Institutions/Banks and other lenders and the Debentures
of Series I, II, III, IV, F and Debentures aggregating Rs.80 Crores privately
placed/issued by the Company from time to time and ranking in priority to the
mortgages and charges created by the Company to secure accumulated
interest under the cumulative interest payment scheme of Debentures Series
F and payment of principal, interest etc. of Debentures Series ‘E’.
RESOLVED FURTHER THAT the various documents/agreements executed
by the Company and the mortgages and charges and securities created by
the Company in favour of the Financial Institutions/Banks and other lenders
to secure their loans and facilities extended from time to time be and are
hereby approved, ratified and confirmed.
‘‘RESOLVED FURTHER THAT the Board of Directors of the Company be
and is hereby empowered to finalise and sign the inter se Agreement if
required, the security and other documents and to do and execute all such
acts, deeds, matters and things as may be necessary, proper or expedient
for the purpose of giving effect to this resolution.’’
By Order of the Board of Directors
K.Sethuraman
Joint Secretary
Registered Office:
3rd Floor, Maker Chambers IV,
222, Nariman Point,
Bombay 400 021
Bombay
Dated: 16th August, 1989
NOTES:
1. 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.
2. The Explanatory Statement pursuant to Section 173(2) of the Companies
Act, 1956 in respect of Special Business under items 7 to 11 as set out
above is annexed hereto.
6
3. All documents referred to in the accompanying Notice and the Explanatory
Statement are open for inspection at the Registered Office of the Company
during office hours on all working days except Saturdays and Holidays
between 11.00 a m. and 1.00 p.m. upto the date of Annual General Meeting.
4. Members/Proxies should bring the attendance Slip duly filled in for attending
the meeting.
5. Dividend on shares as recommended by the Board of Directors, if declared,
at the meeting will be paid to those Shareholders whose names appear in
the Register of Members as on 30th September, 1989.
6. Shareholders seeking any information with regard to accounts are requested
to write to the Company at an early date so as to enable the management to
keep the information ready.
7. Any member of the Company on demand shall be entitled to be furnished
free of cost a copy of Balance Sheet of the Company and every document
required by law to be annexed or attached thereto including Profit & Loss
Account and the Auditors Report.
8. No Income-tax is required to be deducted at source from dividend payable to
resident individual shareholders if the amount of dividend does not exceed
Rs.2,500 during a financial year. Such of the resident individual shareholders
who are likely to receive dividend of more than Rs.2,500 and estimate their
total income during the financial year to be less than the minimum amount
liable to Income-tax and who wish to receive dividend payment without
deduction of tax at source may file Tax Exemption Cer tificate or Form 15G
(in duplicate), with M/s. Reliance Consultany Services Limited, the
Registrars and Transfer Agents of the Company, at 56, Mogra Village Lane,
Off Old Nagardas Road, Andheri (East), Bombay 400 069 or at any of the
Investor Relation Centres of the Company so as to reach them on or before
14th September, 1989.
9. Those members who have so far not encashed their dividends for the financial
year ended 31st December, 1986 may approach the Company for payment,
as the same will be transferred to the General Revenue Account of the Central
Government on or before 12th August, 1990.
10. The unclaimed dividend upto the financial year of the Company ended 31st
December, 1985 has already been transferred to the General Revenue
Account of the Central Government in terms of the provisions of Section 205
A of the Companies Act, 1956. Those shareholders who have so far not
claimed or collected their dividend for the said financial year/s may claim
their dividend from the Registrar of Companies, Maharashtra, Bombay, by
submitting an application in the prescribed form.
ANNEXURE TO NOTICE
Explanatory Statement pursuant to Section 173(2) of the Companies
Act, 1956.
In conformity with the provisions of Section 173 of the Companies Act, 1956,
the following Explanatory Statement sets out all the material facts relating to
the Special Business mentioned in the accompanying Notice and should be
taken as forming part of the Notice.
ITEM NO. 7 :
Shri Rajendra J. Shah, Proprietor of Rajendra & Co., Chartered Accountants,
the retiring Joint Auditor of the Company is related to Shri Jayantilal R. Shah,
a Director of the Company. Pursuant to the provisions of Section 314 of the
Companies Act, 1956, the Shareholders consent is required to be accorded
at the general meeting of the Company for his appointment.
Messrs Rajendra & Co., Chartered Accountants have been one of the Auditors
of the Company even prior to the appointment of Shri Jayantilal R. Shah, as a
Director and it will be in the interest of the Company to reappoint them as Joint
Auditor of the Company.
Shri Rajendra J. Shah is related to Shri Jayantilal R. Shah, a Director of the
Company and to that extent Shri Jayantilal R. Shah may be deemed to be
concerned or interested in the resolution None of the other Directors of the
Company is, in anyway, concerned or interested in the resolution.
ITEM NO.8
Article 177 of the Articles of Association of the Company, inter alia, provides
that the Common Seal of the Compan y shall not be affixed to any
instrument except under the authority of a resolution of the Board or a Committee
of the Board authorised by it in that behalf and in the presence of one Director
at the least.
Keeping in view the administrative convenience, consent of the
shareholders is hereby sought for altering Article 177 of the Articles of
Association of the Company, in the manner set out at item No.8 of the Notice
convening the meeting.
The Directors commend the resolution for your approval
None of the Directors of the Company is. in any way, concerned or interested in
the resolution.
ITEM NO.9:
The Registered Office of the Company is presently situate at 3rd Floor, Maker
Chambers IV, 222 Nariman Point, Bombay 400 021 The Company, with a view to
carry on its business more economically and efficiently, proposes that the
registered Office be shifted to the State of Gujarat.
As per the provisions of section 17 of the Companies Act, 1956, a Company
may by a Special Resolution, alter the provisions of its Memorandum of
Association so as to change the place of its Registered Office from one State to
another and such alteration shall not take effect until it is confirmed by the
Company Law Board.
The Directors recommend the resolution set out at item No.9 of the notice for
approval of the Shareholders.
None of the Directors of the Company, is in any way concerned or interested, in
the said resolution.
ITEM NO.10:
The Company is having a non trading branch office in United Kingdom (U.K.)
which has a very limited operation. In view of the Company’s growing exports,
your Directors propose to incorporate an overseas subsidiary having a separate
legal entity This would enable the Company to have a proper base for its export
operations and for the subsidiary to Independently conduct business abroad.
The Company would own the entire capital of Rs 900 lacs equivalent in Pounds/
United States Dollars in the overseas company to be incorporated, subject to
necessary approval as may be required to be obtained in this regard.
The Directors commend the resolution for your approval.
None of the Directors of the Company is, in any way, concerned or interested in
the resolution.
Reliance
ITEM NO.11:
The Company was earlier authorised to avail from the Industrial Credit and
Investment Corporation of India Limited (iCICI), Industrial Development Bank of
India (IDBI) and Industrial Finance Corporation of India (IFCI) and/or from
other Financial Institutions/Banks in participation/syndication or otherwise,
Te rm Loans not exceeding Rs.44 Crores to meet a par t of the capital
expenditure to be incurred by the Company for modernising the Textile
Division of the Company situate at Naroda, Ahmedabad, in the state of Gujarat.
The resolution set out at Item 10 of the Notice, is to give effect to the reduction
in the loan amount to Rs.24.25 crores and to also avail the aforesaid reduced
loan, in participation with the following additional institutions viz. Unit Trust of
India (UTI), Life Insurance Corporation of India (LIC), General Insurance
Corporation of India (GIC), National Insurance Company Limited (NIC), New
India Assurance Company Limited (NIA), Oriental Insurance Company Limited
(Ol), United India Insurance Company Limited (Ul) and Industrial
Reconstruction Bank of India (IRBI) as approved by ICICI, the lead Financial
Institution.
The Directors commend the resolution for your approval.
None of the Directors of the Company is, in any way, concerned or interested in
the resolution.
By Order of the Board of Directors
K. Sethuraman
Joint Secretary
Registered Office:
3rd Floor, Maker Chambers IV,
222, Nariman Point,Bombay 400 021.
Bombay
Dated: 16th August, 1989
7
Reliance
DIRECTORS’ REPORT
To the Members
Your Directors present the 15th Annual Report together with the Audited
Statement of Accounts for the Financial Year ended 31st March, 1989.
FINANCIAL RESULTS:
(Rs. in crores)
ON PREFERENCE SHARES:
(a) Dividend of Rs.11 per share on 30,000
Cumulative Redeemable Preference Shares
of Rs.100 each fully paid up
(b) Dividend of Rs.15 per share on 5,50,000
Cumulative Redeemable Preference Shares
of Rs.100 each fully paid up
0.03
0.62
1988-89
(9 months)
(Rs. in crores)
1987-88
(18 months)
257.75
282.92
ON EQUITY SHARES:
Dividend of Rs.3.00 per share on the Equity
Shares of Rs.10 each fully paid up (pro rata dividend
wherever applicable)
0.65
45.64
46.29
11.25
1.93
Your Company will be distributing the dividend, to the large family of
its shareholders aggregating approximately 1.6 million spread far and
wide in the Country and abroad.
–
16.03
91.58
86.80
–
30.00
3.15
–
110.74
91.41
2.00
CHANGE IN ACCOUNTING YEAR
The Accounts under review have been prepared for a period of nine
months from 1st July, 1988 to 31st March, 1989 as against accounts
of eighteen months for the previous year which ended on 30th June,
1988. This is with a view to ensure a uniform previous year as per the
provisions of the Income Tax Act, 1961.
–
YEAR IN RETROSPECT
6.00
4.25
0.03
0.05
0.62
45.64
5.00
19.36
1.24
56.06
11.00
11.25
The sales, during the financial year under review, rose to Rs.1112
crores (approx.) as compared to Rs.1771 crores (approx.) in the
previous year, registering an increase of about 26% on an annualised
basis. The gross profit (after interest charges) was Rs.166.17 crores
against Rs.172.18 crores for the previous year, a rise of 93% on an
annual basis. The net profit was Rs.79.37 crores against Rs.80.77
crores in the previous year, a rise by almost 100% on an annual basis.
Your Company has completed the on going modernisation programme
at Ahmedabad. Polyester Filament Yarn (PFY) and Purified Terephthalic
Acid (PTA) units of your Company are running to its full installed
capacity. Your Compnay’s Polyester Staple Fibre (PSF) plant is
manufacturing quality products and a major portion was expor ted in
view of slack domestic market conditions. Your Company, produced
Linear Alkyl Benzene (LAB) less than its licensed capacity considering
the glut in the domestic market. Necessar y steps are being taken to
step up the production of LAB in the current year as a number of
small scale detergent industries are encouraged to improve their
performance by Government policies.
Your Company contributed as much as Rs.441 crores (approx.) to the
exchequer in the form of various taxes such as Customs duty, Excise
duty, Sales tax and other levies during the period under review.
Gross Profit before Interest and
Depreciation
Add:
(a) Surplus balance brought
forward from previous
year
(b) Investment Allowance
(Utilised) Reserve
written back
(c) Excess provision writtenback
Less: Provisions and/or
appropriations
(a) Interest
(b) Depreciation
(c) Taxation
(d) Investment Allowance
Reserve
(e) Debenture Redemption
Reserve
(f) Recommended dividend
(subject to deduction of
tax)
(i) On 11% Cumulative
Redeemable
Preference Shares
(ii) On 15% Cumulative
Redeemable
Preference Shares
(iii) On Equity Shares
(g) Transferred to General
Reserve
Balance carried to Balance Sheet
DIVIDENDS
Your Directors have recommended the following dividends (subject to
deduction of tax at source) for the financial year ended 31st March,
1989 to be paid, if approved by the Shareholders at the ensuing Annual
General Meeting.
8
EXPORT
DIRECTORS
Reliance
During 1988-89, the Company exported its products to leading
customers in the sophisticated Markets of USA, EEC etc. The
Company’s export for the period under review amounted to Rs.26.14
Crores posting an increase of over 147% over the previous years
export.
Your Company is endeavouring to step up the scale of exports and in
this context, intends to form a subsidiar y company abroad.
FUTURE PROJECTS
Pursuant to an application submitted for setting up of a Cracker
Complex in the State of Gujarat, your Company has received a Letter
of Intent for manufacture of 3,20,000 tonnes per annum of Ethylene,
1,44,000 tonnes per annum of Propylene and 98,000 tonnes per annum
of Butadiene and other products. The Cr ack er project upon
commissioning will provide a captive source of raw materials required
by Reliance Petrochemicals Limited, a subsidiary of your Company
thus saving precious foreign exchange. Your Company has also
applied for setting up a 100% Expor t Oriented Undertaking (EOU) for
manufacture of Purified Terephthalic Acid and Paraxylene. The
Company will be one of the largest exporters of manufactured products
after commissioning of the EOU.
SUBSIDIARY COMPANIES
As required under Section 212 of the Companies Act,1956 the Audited
statements of accounts alongwith the repor t of the Board of Directors
of Messrs. Devti Fabrics Limited, Reliance Petrochemicals Limited and
Trishna Investments and Leasings Limited and the respective Auditors
Report thereon for the year ended 31st March, 1989 are annexed.
FLOOD AT PATALGANGA
Your Company’s Patalganga complex was one amongst the industrial
units affected by the recent unprecedented cyclonic storm and floods
which raised the water level of the Patalganga river on 24th July, 1989.
As a result of this, the working of several industrial units in the
neighbourhood of the Company’s plant was also affected. Your
Company has taken on hand all out efforts to bring normalcy and
restore production. The various records and books of accounts of the
Company which were lying at the complex have been destroyed/
affected due to the floods. Your Company is in the process of
reconstructing the records/registers. The Company has preferred
applicable insurance claims. Your Directors are of the view that the
business transactions and financial position of the Company will not
be materially impaired by the loss caused by floods.
FIXED DEPOSITS
Deposit of Rs.1.09 crores which became due for repayment on or
before 31st March, 1989 were not claimed by the depositors as on
that date. Of these, deposits of Rs.0.56 crores have since been repaid/
renewed .
PERSONNEL
As required by the provisions of Section 217 (2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules
1975, the names and other particulars of the employees are set out in
the Annexure forming part of the report.
In accordance with the provisions of the Companies Act 1956, and the
Ar ticles of Association of the Company, Messrs. M.D. Ambani, N.R.
Meswani and K. Gopal Rao retire by rotation and are eligible for
reappointment.
AUDITORS & AUDITORS’ REPORT
Messrs. Rajendra & Co. and Messrs. Chaturvedi & Shah, Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and are recommended for reappointment. The
Company has received Certificates from these Auditors to the effect
that their reappointment if made would be within the prescribed limits
under Section 224(1) of the Companies Act, 1956.The notes to the
Accounts Nos.4, 12, 13(b) and 17 referred to in the Auditors’ Report
are self explanatory and therefore, do not call for any further comments.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation of the
abundant assistance and co-operation received from the Financial
Institutions and Banks during the year under review.
Your Directors wish to place on record their deep sense of appreciation
of the devoted services by the Executives, Staff and workers ofthe
Company for its success.
Bombay 400 021
Dated: 10th August, 1989
For and on behalf of the Board
Dhirubhai H. Ambani
Chairman & Managing Director
9
Reliance
AUDITORS’ REPORT
To the Members of Reliance Industr ies LimitedWe have audited
the attached Balance Sheet of RELIANCE INDUSTRIES LIMITED
as at 31st March 1989 and the Profit and Loss Account of the
Company for the period ended on that date annexed thereto and
report that:
1. As required by the Manufacturing and Other Companies (Auditors
Report) Order 1988 issued by the Company Law Board in ter ms
of Section 227 (4A) of the Companies Act 1956 we give in the
Annexure hereto a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph
1 above we state 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 such books. Subsequently as stated in note
No 17 of Schedule N to the Accounts some of the books of
accounts and other records of the Company which were lying
at Patalganga Distr ict Raigad (Maharashtra) have been
destroyed/affected due to floods on 24th July 1989.
(c) The Balance Sheet and Profit and Loss Account referred
to in this Repor t are in agreement with the Books of
Account.
(d) (i)
For the reasons mentioned in note No.4 of Schedule N
to the Accounts the items of income and expenditure
mentioned therein continue to be accounted for on cash
basis.
(ii) As explained in note No. 12 of Schedule N to the
accounts the Company during the financial year has
changed the method of accounting in respect of
d i f fe r e n c e a r i s i n g d u e t o f l u c t u a t i o n i n ra t e s o f
exchange on repayment of loans and deferred payment
liabilities with effect from 1st January 1982 by treating
the same as capital expenditure which in the previous
years was charged to the profit and loss account in
the year of repayment Had the Company continued its
past practice the profit for the year would have been
lower by Rs.4.11 crores Reserves & Surplus and net
Fixed Assets would have been lower by Rs .19.29
crores and Rs 20.66 crores respectively and the closing
inventor y would have been higher by Rs 1.37 crores.
(iii) For the reasons explained in note 13(b) of Schedule N
to the accounts no provision for taxation has been
made in respect of assessment year 1989-90.
(iv) Subject to the above in our opinion and to the best of
our information and according to the explanations given
to us the said Balance Sheet and Profit and Loss
Account read together with the notes thereon give the
information required by the Companies Act 1956 in the
manner so required and give a tr ue and fair view:
10
(a)
(b)
in so far as it relates to the Balance Sheet of
the state of affairs of the Company as at 31st
March 1989; and
in so far as it relates to the Profit and Loss
Account of the profit of the Company for the
period ended on that date.
For RAJENDRA & CO.
Char tered Accountants
for CHATURVEDI & SHAH
Char tered Accountants
R.J.SHAH
Proprietor
Bombay
Dated: 10th August 1989
D. CHATURVEDI
Par tner
ANNEXURE TO AUDITORS’ REPORT
Referred to in paragraph 1 of our Report of even date
1. The Company has maintained proper records showing full
particulars including quantitative details and situation of Fixed
Assets. According to the infor mation and explanations given
to us the Fixed Assets have been physically ver ified by the
management during the financial year In our opinion the
frequency of such verification is reasonable and no material
discrepancies were noticed on such physical verification as
compared to the book records.
2. None of the Fixed Assets have been revalued dur ing the
financial year.
3. As explained to us the stocks of finished goods have been
physically ve rified b y the Management at the end of the
financial year The stock of stores spare par ts and raw materials
have also been physically ver ified by the Management during
t h e f i n a n c i a l ye a r I n o u r o p i n i o n t h e f r e q u e n c y o f s u c h
ver ification is reasonable.
4.
I n o u r o p i n i o n a n d a c c o r d i n g t o t h e i n fo r m a t i o n a n d
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.
5. As explained to us there were no material discrepancies noticed
on physical ver ification of the stocks having regard to the size
of the operations of the Company and the same have been
properly dealt with in the Books of Account.
6. On the basis of our examination of stock and other records
and considering the method adopted for accounting of excise
duty referred to in note No 11 of Schedule N to the accounts.
in our opinion the valuation of stocks is fair and proper and is
in accordance with the normally accepted accounting principles
and is on the same basis as in the preceding year.
Reliance
of the same with a view to determining whether they are
accurate or complete.
17. According to the records of the Company, Provident Fund and
E m p l oy e e s ’ S t a t e I n s u r a n c e d u e s h av e b e e n r e g u l a r ly
deposited with the appropr iate authorities.
18. According to the information and explanations given to us,
no undisputed amounts payable in respect of income tax,
Wealth tax, Sales tax, Customs Duty and Excise Duty were
outstanding as on 31st March, 1989 for a period of more than
six months from the date they became payable.
19. According to the information and explanations given to us and
on the basis of records examined by us, no personal expenses
of employees or Directors have been charged to revenue
a c c o u n t o t h e r t h a n t h o s e p ay a bl e u n d e r c o n t r a c t u a l
obligations or in accordance with generally accepted business
practice.
22.
21.
20. The Company is not a sick industrial Company within the
meaning of clause (o) of sub section (1) of Section 3 of the
Sick Industrial Companies (Special Provisions) Act, 1985.
In respect of trading activities, we are infor med that the
Company does not have damaged goods lying with it at the
end of the financial year. Therefore, no provision for any loss
is required to be made in the accounts.
In respect of processing activities, we are infor med that the
Company has a reasonable system for recording receipts,
i s s u e s a n d c o n s u m p t i o n o f m a t e r i a l s a n d s t o r e s
commensurate with the size and nature of its business and
the system provides for a reasonable allocation of materials
and man-hours consumed to the relative jobs. In our opinion,
there is a reasonable system for authorisation at proper levels
with necessar y control on the issues and allocation of stores
and labour to relative jobs.
For RAJENDRA & CO.
Char tered Accountants
for CHATURVEDI & SHAH
Char tered Accountants
R.J.SHAH
Proprietor
Bombay
Dated: 10th August 1989
D. CHATURVEDI
Par tner
7.
8.
9.
10.
11.
The Company has not taken any loan, secured or unsecured.
from companies, firm or other par ties listed in the register
maintained under Section 30t of the Companies Act, 1956 or
from companies under the same management within the
meaning of subªsection (1 B) of Section 370 of the Companies
Act, 1956.
T h e C o m p a n y h a s n o t gr a n t e d a n y l o a n s, s e c u r e d o r
unsecured, to companies, fir ms or other parties listed in the
r e g i s t e r s m a i n t a i n e d u n d e r S e c t i o n 3 0 1 a n d / o r t o t h e
Companies under the same management as defined under
sub-section (1B) of Section 370 of the Companies Act, 1956,
except interest free loans to its subsidiar y companies. In our
opinion, having regard to the long term involvement with the
subsidiary companies and considering the explanations given
to us in this regard. the ter ms and conditions of the above
loans are not, prima-facie, prejudicial to the interest of the
Company.
In respect of the loans and advances in the nature of loans
g i ven by the Compan y to par ties other than subsidiar y
companies, they are generally repaying the principal amounts
as stipulated and are also regular in the payment of interest,
wherever applicable.
I n o u r o p i n i o n , a n d a c c o r d i n g t o t h e i n f o r m a t i o n a n d
explanation given to us, there are adequate internal control
procedures commensurate with the size of the Company and
the nature of its business for the purchases of stores, raw
m a t e r i a l s i n c l u d i n g c o m p o n e n t s p l a n t a n d m a c h i n e r y,
equipment and other assets and for the sale of goods.
I n o u r o p i n i o n a n d a c c o r d i n g t o t h e i n fo r m a t i o n a n d
ex p l a n a t i o n s g i ve n t o u s, t h e r e a r e n o t ra n s a c t i o n s o f
purchase of goods and materials and sale of goods, materials
and ser vices made in pursuance of contracts or arrangements
entered in the Register maintained under Section 301 of the
Companies Act, 1956 and aggregating during the year to
Rs.50,000 (Rupees Fifty Thousand only) or more in respect
of any par ty.
13.
12. As explained to us, the Company has a regular procedure for
the determination of unserviceable or damaged stores, raw
mater ials and finished goods. Adequate provision has been
made in the accounts for the loss arising on the items so
deter mined.
I n o u r o p i n i o n a n d a c c o r d i n g t o t h e i n fo r m a t i o n a n d
explanations given to us, the Company has complied with the
provisions of Section 58A of the Companies Act, 1956 and
the Companies (Acceptance of Deposits) Rules, 1975 with
regard to the deposits accepted from the Public.
In our opinion, reasonable records have been maintained by
the Company for the sale and disposal of realisable by -
products and scrap wherever significant.
In our opinion, the internal audit system of the Company
iscommensurate with the size of the Company and the nature
of its business.
14.
15.
16. The Central Government has prescribed maintenance of Cost
Records under Section 209(1)(d) of the Companies Act, 1956 in
respect of certain manufacturing activities of the Company. We
have broadly reviewed the accounts and records of the Company
in this connection and are of the opinion that prima facie, the
prescr ibed accounts and records have been made and
maintained. We have not, however, made a detailed examination
11
Reliance
BALANCE SHEET AS AT 31ST MARCH, 1989
SOURCES OF FUNDS:
Shareholders’ Funds
Capital
Reserves and Surplus
Loan Funds
Secured Loans
Unsecured Loans
TOTAL
APPLICATION OF FUNDS:
Fixed Assets
Gross Block
Less: Depreciation
Net Block
Investments
Current Assets, Loans & Advances
Current Assets
Inventories
Sundry Debtors
Cash and Bank Balances
Loans and Advances
Less:Current Liabilities and Provisions
Current Liabilities
Provisions
TOTAL
Notes and Contingent Liabilities
Schedule
‘A’
‘B’
‘C’
‘D’
‘E’
‘F’
‘G’
‘H’
‘I’
‘N’
As at
31st March, 1989
Rs.
Rs.
(Rs. in crores)
As at
30th June, 1988
Rs.
Rs.
157.91
913.40
881.48
170.86
157.90
864.22
1,071.31
1,022.12
854.99
79.58
1,052.34
2,123.65
934.57
1,956.69
1,871.76
368.98
1,862.66
278.58
1,502.78
58.50
1,584.08
1.25
361.39
305.66
9.93
676.98
172.48
849.46
238.11
48.98
287.09
261.15
209.95
33.33
504 43
103.40
607.83
207.00
29.47
236.47
562.37
2,123.65
371.36
1,956.69
As per our Report of even date
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
For and on behalf of the Board
D.H. Ambani
R.H. Ambani
Chairman & Managing Director
Joint Managing Director
R.J. Shah
Proprietor
D. Chaturvedi
Partner
Bombay
Dated: 10th August, 1989
12
J.R. Shah
T. Ramesh U. Pai
M.L. Bhakta
V.V. Divecha
B.D. Shah
N.H. Ambani
M.D. Ambani
A.D. Ambani
N.R. Meswani
V.M. Ambani
Directors
Executive Directors
Secretary
PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH,
Reliance
(Rs. in crores)
1987-88
(18 Months)
1988-89
(9 months)
Schedule
Rs.
Rs.
Rs.
Rs.
INCOME
Sales
Other Income
Variation in Stock
EXPENDITURE
Purchases
Manufacturing and Other Expenses
Interest
Depreciation
Profit before Tax
Less: Provision for Taxation
Profit after Tax
Add: Balance brought forward from last year
‘J’
‘K’
‘L’
‘M’
Add: (i) Excess Provision in past written back in respect of:
a) Doubtful Debts and Advances
b) Net exchange difference on repayment of
loans and deterred payment liabilities (Refer
Note No.12)
(ii)Investment Allowance (Utilised) Reserve written
back
Amount Available for Appropriations:
APPROPRIATIONS
Investment Allowance Reserve
Debenture Redemption Reserve
General Reserve
Dividend (subject to tax):
Interim - On Equity Shares (Paid)
Final - Proposed on:
Preference Shares
Equity Shares
Balance carried to Balance Sheet
Notes and Contingent Liabilities
‘N’
1,112.45
7.88
49.27
14.21
897.64
91.58
86.80
0.85
15.18
30.00
6.00
5.00
–
0.65
45.64
1,770.74
7.45
(-)19.46
1,169.60
1,758.73
210.70
1,265.11
110.74
91.41
1,090.23
1,677.96
79.37
–
79.37
11.25
90.62
16.03
–
106.65
87.29
19.36
–
–
–
4.25
11.00
30.57
1.29
25.49
80.77
2.00
78.77
1.93
80.70
–
3.15
83.85
72.60
11.25
As per our Report of even date
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
For and on behalf of the Board
D.H. Ambani
R.H. Ambani
Chairman & Managing Director
Joint Managing Director
R.J. Shah
Proprietor
D. Chaturvedi
Partner
Bombay
Dated: 10th August, 1989
J.R. Shah
T. Ramesh U. Pai
M.L. Bhakta
V.V. Divecha
B.D. Shah
N.H. Ambani
M.D. Ambani
A.D. Ambani
N.R. Meswani
V.M. Ambani
Directors
Executive Directors
Secretary
13
Reliance
SCHEDULES FORMING PART OF THE BALANCE SHEET
SCHEDULE ‘A’
SHARE CAPITAL
Authorised:
20,00,00,000 Equity Shares of Rs 10 each
30,000 11% Cumulative Redeemable
Preference Shares of Rs 100 each
5,50,000 15% Cumulative Redeemable
Preference Shares of Rs 100 each
4,42,00,000 Unclassified Shares of Rs 10 each
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
200.00
0.30
5.50
44.20
250.00
200.00
0.30
5.50
44.20
250.00
Issued & Subscribed:
15,21,46,493 Equity Shares of Rs 10 each fully
Called-up
Less: Calls unpaid-by others
152.14
0.03
152.14
0.04
30,000 11% Cumulative Redeemable
Preference Shares of Rs 100 each
fully paid up (redeemable at any
time after 16th March, 1990 but
not later than 15th March, 1993)
5,50,000 15% Cumulative Redeemable
Preference Shares of Rs 100 each
fully paid-up (redeemable at any
time after 31st December, 1994
but not later than 31st December,
1997)
152.11
152.10
0.30
0.30
5.50
157.91
5.50
157.90
Of the above Equity Shares:
1.
(a) 1,56,78,440 Shares were allotted as fully paid-up Bonus Shares by capitalisation of
Share Premium and Reserves
(b)
60,62,000 Share were allotted as fully paid-up pursuant to Schemes of
Amalgamation without payments being received in cash.
(c) 9,44,78,433 Share were allotted as fully paid-up Shares on conversion/surrender of
(d)
(e)
Debentures
13,24,000 Shares were issued on conversion of Term Loans
4,453 Shares (including 1,660 Shares by way of Bonus Shares by Capitalisation
of Share Premium and Reserves) are reserved for allotment to some of
the Shareholders/purpor ted transferees of shares of erstwhile.The
Sidhpur Mills Company Limited.
2.
The Company will be required to issue and allot additional 18,667 Equity Shares of Rs 10
each at a premium of Rs 15/- per share to the shareholders of erstwhile The Sidhpur Mills
Company Limited as Right Shares, il the Court so decides.
B/f
Investment Allowance (Utilised) Reserve
As per last Balance Sheet
Add: Transferred from Investment Allowance
Reserve
Less: Provision to the extent not required
transferred to Profit & Loss Account
Taxation Reserve
As per last Balance Sheet
General Reserve
As per last Balance Sheet
Add: Amount transferred from:
Profit & Loss Account
Profit & Loss Account
SCHEDULE ‘C’
SECURED LOANS
A) DEBENTURES:
As at
31st March, 1989
Rs.
713.40
Rs.
As at
30th June, 1988
Rs.
677.33
Rs.
113.80
–
113.80
–
51.84
5.00
80.95
36.00
116.95
3.15
40.84
11.00
113.80
10.00
51.84
11.25
864.22
113.80
10.00
56.84
19.36
913.40
As at
31st March, 1989
Rs.
Rs.
As at
30th June, 1988
Rs.
Rs.
i) 13 5% Convertible Secured Debentures of
Rs. 150 each fully paid (Series ‘E’) (Refer
Note no 2 below)
Less: Converted
80.00
26.67
53.33*
includes debentures of face value of
(Rs 39,000) held by Directors
ii) 15% Non-convertible Secured Debentures of
Rs. 100 each fully paid (Series ‘F’) (Refer
Note No 3 below)
Less: Bought back (Net of re-issue)
270.00
4.78
265.22*
*
Includes debentures of face value of
(Rs 35,000) held by Directors
iii) 14% Non-Convertible Secured Redeemable
Debentures of Rs 100 each fully paid (Refer
Note No 1(b) below)
80.00
80.00
26.67
53.33
270.00
0.32
269.68
80.00
SCHEDULE ‘B’
RESERVES & SURPLUS
Debenture Redemption Reserve
As per last Balance Sheet
Add: Transferred from Profit & Loss
Account
Share Premium Account
As per last Balance Sheet
Add: Additions during the year
On Conversion of Debentures of ‘G’
Series
On Issue of Right Equity Shares
Less: Calls unpaid - by others
Investment Allowance Reserve
As per last Balance Sheet
Less: Utilised for purchase of machinery dur-
ing the year transferred to Investment
Allowance (Utilised) Reserve
Add: Transferred from Profit & Loss Account
C/f
14
4.25
6.00
673.29
–
–
673.29
0.14
–
–
–
30.00
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
B) TERM LOANS
1. From Banks
a) Foreign Exchange Loan at floating rates
b) Loan from State Bank of India, New York,
Exim Bank, U.S.A. Line of Credit, Private
Export Funding Corporation of U.S.A. and
Sanwa Bank Ltd., Tokyo, Japan
c) Rupee Loans
4.25
2. From Financial Institutions
a) Foreign Currency Loans
b) Rupee Loans
10.25
–
4.25
84.40
431.03
157.86
673.29
0.21
673.15
623.08
C) WORKING CAPITAL LOANS
36.00
36.00
–
–
30.00
713.40
–
677.33
From Banks
D) BRIDGE LOANS
From Financial Institutions
E) DEFERRED PAYMENT LIABILITIES
To Foreign Machinery Suppliers
(Guaranteed by Banks and Financial
Institutions)
398.55
403.01
65.76
81.88
7.85
0.75
74.36
103.49
0.16
103.65
11.19
1.36
94.43
108.21
0.36
108.57
179.47
277.79
24.25
1.42
881.48
204.69
220.92
24.25
2.12
854.99
3. From Others:
Housing Development Finance
Corporation Ltd.
1.46
1.69
Reliance
SCHEDULE ‘C’ (Contd.)
NOTES :
Of the above:
1.
(a) Debentures referred in A(ii) Term Loans referred in B save and except B(1)(a) to
the extent of Rs 13.16 crores B(2)(a) to the extent of Rs 4 35 crores and B(3) and
Deferred Payment Liabilities referred in E are secured by mortgage of deposit of
title deeds of the properties situated at Naroda Dist. Ahmedabad in the state of
Gujarat and at Patalganga District Raigad in the state of Maharashtra.
2.
3.
(b) Debentures referred in A (iii) are to be secured by mortgage of deposit of title
deeds on the properties situated at Naroda District Ahmedabad in the state of
Gujarat and/or at Patalganga District Raigad in the state of Maharashtra These
Debentures will be redeemed at a premium of 5% on the face value of the said
Debentures between the 5th year and 9th year from the date of allotment in equal
instalments The redemption of the Debentures will commence from November 1992.
(a) Debentures referred in A(i) are secured by a legal mortgage in English form on the
properties situated at Naroda District Ahmedabad in the state of Gujarat The
Debentures along with Cumulative interest payable on the Debentures referred to
in A(ii) shall rank subsequent to the charges created by the Company in favour of(i)
Agents & Trustees for the holders of Debentures referred in A(ii) and (iii): and (ii)
Other Financial Institutions/Banks for their outstanding loans/guarantees.
(b) Balance amount of Debentures referred in A (i) is redeemable at par by 10th
December 1996 with an option to repay these amounts in one or more instalments
by drawing lots at any time after 10th December. 1993.
(a) The Debentures referred in A(ii) above are redeemable at a premium of 5% of the
face value of each Debenture Of the aforesaid Debentures the Debentures issued
under non-cumulative interest payment scheme are redeemable on 30th September
1992 and the Debentures issued under cumulative interest payment scheme are
redeemable in three yearly instalments commencing from 30th September 1992 by
draw of lots.
(b) The Company is required to buy-back at par the said Debentures provided:
(i)
(ii)
the face value of the total holdings of the debentureholder in each case does
not exceed Rs 40,000 and
the debentureholder has held the debentures for a period of not less than one
year on the date of his offer.
(c) The Company can re-issue at par such bought back Debentures.
(d) The Company received request for buy back of Debentures after the end of the
financial year of an aggregate nominal value of Rs 5.82 crores till date (Since paid
Rs 4.63 crores)
4.
5.
6.
7.
Term Loan referred in B(1)(a) to the extent of Rs 13 16 crores are secured exclusively by
hypothecation of specific items of plant and machinery situated at Naroda and Patalganga.
Term Loans referred in B(2)(a) to the extent of Rs 4 35 crores and Bridge Loan referred in
D are to be secured by mortgage of the company s properties situated at Naroda District
Ahmedabad in the state of Gujarat and/or at Patalganga District Raigad in the State of
Maharashtra and is exclusive of Foreign Currency Loan of Rs 8 36 crores availed for
implementation of M E G Project to be implemented by Reliance Petrochemicals Limited
which are duly secured against Fixed Assets referred herein above.
Term Loans referred in B(3) are secured by mortgage by deposit of title deeds of specified
residential quarters situated at Panvel District Raigad in the state of Maharashtra.
The charges created on the Debentures Term Loans and Deferred Payment Liabilities
referred to in A B and E above rank pari passu. inter-se save and except.
(i) Debentures referred to in A(i) and cumulative interest payment on Debentures referred
in A(ii) and
(ii) Term Loans referred In B(1)(a) to the extent o! Rs 1316 crores and B(3)
8. Working Capital Loans from Banks referred to in C are secured against hypothecation of
present and future stock of raw materials stock-in-process spares and stores. book debts
outstanding monies and receivable claims trust receipts etc.
9.
Secured Loans include Rs 32.94 crores repayable within one year excluding monies payable
on surrender of debentures under buy back scheme as mentioned in 3(b) above.
SCHEDULE ‘B’
UNSECURED LOANS
Fixed Deposits
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
(including Cash Certificates of Rs 19 20 crores)
165.69
74.58
Short Term Loans from:
i) Financial Institutions
ii) Deferred payment liabilities to Indigenous
machinery suppliers
5.00
0.17
5.00
–
5.17
170.86*
5.00
79.58
*
Includes Rs 47 08 crores repayable within one year
SCHEDULE ‘E’
Fixed ASSETS
Nature of
Filed Assets
As at 1.7.88
Rs.
Additions
Rs.
Deductions
Rs.
As at 31.3.89
Rs.
Total upto 31.3.89
Rs.
As at 31.3.89
Rs.
As at 30.6 88
Rs.
GROSS BLOCK (AT COST)
DEPRECIATION
NET BLOCK
(Rs in Crores)
Goodwill
Leasehold Land
Freehold Land
Buildings
Plant & Machinery
Electric Installation
Factory Equipments
Furniture & Fixtures
Vehicles
Capital Expenditure pending allocation and advance
against Capital Expenditure
Previous Year
NOTES:
1.23
4.83
0.11
88.59
1,485.33
53.77
9.85
16.19
2.21
200.05
1,862.66
1,375.55
–
–
–
2.46
141.12
3.25
0.54
2.36
1.17
53.58
204.48
949.52
–
–
–
0.58
69.20
19.22
3.61
0.02
0.60
102.15
195.38
224.41
1.23
4.83
0.11
90.47
1,557.75
37.80
6.78
18.53
2.78
151.48
1,871.76
1,862.66
–
–
–
8.30
350.52
4.96
1.45
3.23
0.52
–
368.98
278.58
1.23
4.83
0.11
82.17
1,207.23
32.84
5.33
15.30
2.26
151.48
1,502.78
1,584.08
1.23
4.83
0.11
81.80
1,222.39
49.84
8.61
13.56
1.66
200.05
1,584.08
(a) Leasehold Land includes Rs.0.74 crore in respect of which lease deeds are pending execution. No write-off has been made in respect of lease-premium paid for leasehold land since the
grant of lease is for a long period.
(b) Buildings include| cost of ownership premises in Co operative Housing Societies Rs.0.23 Crore
(c) Fixed Assets (Net Block) includes Capital Work-in-progress and Project under trial run aggregating to Rs.502.45 crores (Previous year Rs.495.67 crores)
15
Reliance
SCHEDULE ‘F’
INVESTMENTS (At Cost)
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
GOVERNMENT AND OTHER SECURlTIES
Unquoted
7 Years National Savings Certificate
(face value Rs 5000)
(Deposited with Sales Tax Dept )
(Previous year Rs 5000)
TRADE INVESTMENTS - Unquoted
60 Equity Shares of New Piece Goods
Bazar Co Ltd of Rs 100 each, fully
paid up (Rs 17,000) (Previous year
Rs 17,000)
5 Equity Shares of Bombay Gujarat Art
Silk Vepari Mahajan Co-operative
Shops & Warehouse Society Ltd. of
Rs 200 each, fully paid up (Rs 1,000)
(Previous year Rs 1,000)
165 Shares of The Art Silk Co-operative
Society Md of Rs 100 each. fully paid up
(Rs 16,500) (Previous year Rs 16,500)
225 Shares of Crimpers Industrial Co-
operative Society Ltd of Rs 100 each,
Rs. 25 per share paid up (Rs 5,625)
(Previous year Rs 5,625)
20 Shares of The Bombay Market Art
Silk Co-operative (Shops &
Warehouses) Society Ltd . of Rs 200
each, fully paid up (Rs 4,000)
(Previous year Rs 4,000)
–
–
–
–
–
AGGREGATE VALUE OF
Quoted Investments
Unquoted Investments
SCHEDULE ‘G’
–
–
CURRENT ASSETS
–
–
–
–
–
INVENTORIES (at cost or market value
whichever is lower except otherwise stated)
(Certified and valued by the Management)
Stores, spares, dyes, chemicals, etc
Raw materials
Stock in-transit
Stock in-process
Finished goods
Others (includes decommissioned machinery of
Rs. 0.05 crore at written down value)
SUNDRY DEBTORS (Unsecured)
Over SIX Months:
Considered good
Considered doubtful
Less: Provision for doubtful debts
Others considered good
CASH AND BANK BALANCES
As at
31st March, 1989
Market
Book
Value
Value
270.96
57.73
–
0.77
As at
31st March, 1989
Rs.
Rs.
As at
30th June, 1988
Market
Book
Value
Value
0.19
0.14
–
1.11
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
68.45
68.43
9.50
60.07
143.32
11.62
24.81
2.92
27.73
2.92
24.81
280.85*
45.51
59.01
0.76
50.70
100.28
4.89
361.39
261.15
27.75
3.63
31.38
3.63
27.75
182.20
305.66
209.95
–
–
IN SUBSIDIARY COMPANIES
(Bodies Corporate under the same
Management)
Unquoted:
210070 Equity Shares of Devti Fabrics Ltd of
Rs.10 each. fully paid up
0.21
3400 Equity Shares of Trishna Investments
and Leasings Ltd of Rs 10 each fully
paid up (Rs.34000) (Previous year
Rs Nil)
–
0.21
0.21
–
0.21
Cash on hand
Balance with Scheduled Banks in Current
Accounts
In Fixed Deposit Accounts (includes Rs 0.01
crore lodged with Central Excise Authorities)
Balance in Current Account with Barclays Bank
PLC U.K. (Maximum balance during the year
Rs 0 03 crore)
0.56
8.65
0.71
0.01
0.48
31.62
1.21
0.02
9.93
676.98
33.33
504.43
* includes Rs 0.76 crores due from Devti Fabrics Ltd (subsidiary company)
SCHEDULE ‘H’
Quoted:
57600000 Equity Shares of Reliance
Petrochemicals Ltd of Rs 10 each
fully paid up (Previous year
100000 Equity Shares - Unquoted)
OTHER INVESTMENTS
Quoted
7530 Equity Shares of Housing
Development and Finance
Corporation Ltd of Rs 100 each. fully
paid up
4998 Equity Shares of The Industrial Credit
and Investment Corporation of India
Ltd. of Rs 100 each, fully paid up
Unquoted
4980 Equity Shares of Hindustan Oil
Exploration Co Ltd Rs 100 each fully
paid up
1000 Equity Shares of Air Control &
Chemicals Engineering Co Ltd of
Rs. 100 each, fully paid up
IN BONDS - Unquoted
5000 12% HDFC Corporate Bonds of
Rs. 1000 each fully paid up
– Magnums of SBI Mutual Fund of
Rs 500 each fully paid up (5000)
16
57.60
0.10
LOANS AND ADVANCES
57.81
0.31
UNSECURED-CONSIDERED GOOD
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
0.08
0.05
0.05
0.01
0.50
–
0.08
0.05
0.13
0.13
0.05
0.01
0.50
0.25
0.06
0.75
1.25
0.06
0.50
58.50
Loans to subsidiary companies
i) Devti Fabrics Limited
(Maximum debit balance at any time during
the financial year Rs 1.35 crores)
ii) Trishna Investments and Leasings Ltd.
1.35
(Maximum debit balance at any time during
the financial year Rs 46.79 crores)
46.79
iii) Reliance Petrochemicals Limited
(Maximum debit balance at any time during
the financial year Rs 52.17 crores)
50.00
Advances recoverable in cash or in kind or for
value to be received
Deposits
Prepaid expenses
Balance with Customs Central Excise
Authorities, etc
1.35
–
52.17
98.14
41.59*
21.90
8.79
2.06
172.48
53.52
28.98
15.28
2.46
3.16
103.40
* Includes
i) Rs 0 23 crore from Officers (Previous year Rs 0.06 crore) Maximum balance at any time
during the year Rs 0 23 crore (Previous year Rs 0.06 crore)
ii) Rs 0 19 crore as Promoters contribution towards Equity Share Capital in Reliance Capital
and Finance Trust Ltd for which allotment of shares is to be made excludes Rs 0.02 crore
considered doubtful and provided for.
SCHEDULE ‘I’
CURRENT LIABILITIES AND PROVISIONS
As at
31st March, 1989
Rs.
Rs.
(Rs in crores)
As at
30th June, 1988
Rs.
Rs.
CURRENT LIABILITIES
Sundry Creditors
Sundry Deposits
Unclaimed Dividends
Interest accrued but not due on loans
Excess Share and Debenture Application monies
refundable
184.08
3.09
1.12
49.53
0.29
162.47
2.35
0.35
39.40
2.43
238.11
207.00
*
Includes for Capital Expenditure Rs. 34.74 crores
and Fixed Deposits matured but unclaimed
Rs. 109 crores
PROVISIONS
Gratuity and Superannuation
Provision for Taxation
Proposed Dividend
0.69
2.00
46.29
0.69
2.00
26.78
48.98
287.09
29.47
236.47
SCHEDULES FORMING PART OF THE
PROFIT & LOSS ACCOUNT
SCHEDULE ‘J’
OTHER INCOME
Incentives. assistance and drawbacks on Exports
receivable
Processing charges
Dividend (Gross)
On other Investments
(Tax at source Rs 29129)
Profit on Sales/Discard of assets (Net)
Miscellaneous Income
Profit on Sale of Investments
1988-1989
(9 months)
Rs.
(Rs in Crores)
1987-1988
(18 months)
Rs.
1.38
1.35
0.01
–
5.13
0.01
7.88
0.66
1.25
0.03
0.25
5.14
0.10
7.45
SCHEDULE ‘K’
CURRENT LIABILITIES AND PROVISIONS
STOCK-IN-TRADE (at close)
Finished goods
Stock-ln-process
Others
STOCK-IN-TRADE (at commencement)
Finished goods
Stock in-process
Others
Finished goods in stock at the end of Trial runs
1988-1989
(9 months)
Rs.
Rs.
(Rs in crores)
1987-1988
(18 months)
Rs.
Rs.
143.32
60.07
1.70
100.28
50.70
4.84
155.82
–
100.28
50.70
4.84
205.09
155.82
115.18
41.65
2.48
159.31
15.97
155.82
49.27
175.28
(-)19.46
SCHEDULE ‘L’
MANUFACTURING & OTHER EXPENSES
RAW MATERIALS CONSUMED
Stock at commencement
Add Purchases (including material
transferred out of Trial run production)
Less: Stock at close
MANUFACTURING EXPENSES
Carriage inward
Stores & spare parts
Dyes & Chemicals
Electric Power, fuel and water
Machinery repairs
Building repairs
Labour, Processing & machinery hire
charges
Excise Duty
Lease Rent
PAYMENTS TO AND PROVISIONS FOR
EMPLOYEES
Salaries, Wages & Bonus
Contribution to Provident Fund, Gratuity
Fund, Superannuation Fund, Employees
State Insurance Scheme, Pension Scheme,
Labour Welfare Fund etc.
Employees Welfare and other amenities
SALES & DISTRIBUTION EXPENSES
Samples, Sales Promotion and
Advertisement Expenses
Brokerage and Commission
Export Expenses
Packing Expenses
Warehousing Charges
Freight and forwarding charges
Octroi Expenses
Sales Tax
ESTABLISHMENT EXPENSES
Insurance
Rent
Rates and taxes
Other repairs
Travelling expenses (including Rs 0.10 crore
for Directors)
Payment to Auditors
Directors lees (Rs 17,000) (Previous year
Rs 23,250)
General Expenses
Provision for doubtful recoveries
Charity & Donation
Loss on sale of Assets
SCHEDULE ‘M’
INTEREST
Debentures
Fixed Loans
Others (Net)
Reliance
1988-1989
(9 months)
Rs.
Rs.
(Rs in crores)
1987-1988
(18 months)
Rs.
Rs.
59.01
346.33
405.34
68.43
5.25
14.73
28.66
74.69
2.76
0.74
8.85
278.91
11.65
57.27
418.65
475.92
59.01
336.91
416.91
6.06
15.16
31.59
71.08
2.59
0.60
9.14
554.79
–
426.24
691.01
22.50
26.39
2.23
4.88
8.70
11.73
0.12
17.85
1.28
5.09
1.71
21.16
2.95
1.12
0.03
1.55
1.26
0.20
–
24.75
–
0.32
5.06
3.10
5.43
29.61
34.92
14.20
9.47
0.07
23.95
1.80
6.07
4.33
14.64
67.64
74.53
3.88
1.13
0.07
0.92
1.9
0.27
–
37.57
1.59
0.72
–
37.24
897.64
47.74
1,265.11
1988-1989
(9 months)
Rs.
27.17
17.50
46.91
(Rs. in crores)
1987-1988
(18 months)
Rs.
35.77
27.19
47.78
91.58
110.74
17
Reliance
SCHEDULE ‘N’
NOTES AND CONTINGENT LIABILITIES
1.
4.
2.
3.
The current financial year is for a period of nine months as against eighteen months for the
previous financial year. The figures of the previous financial year to that extent are, therefore,
not comparable.
The previous financial year’s figures have been regrouped wherever necessary.
Figures are shown in crores of rupees in accordance with the approval from the Company
Law Board. Figures less than Rs.50,000 have been shown at actuals in brackets.
The Company has accounted export incentives during the year on accrual basis which
hitherto, were accounted on Cash basis. As a result, profit for the year is higher by Rs. 1.15
Crores. However, the Company has continued to account following itemson Cash basis
since it is not possible to ascertain with reasonable accuracy the quantum to be provided
for in respect of: (i) Interest on overdue bills and delayed payment charges, (ii) Performance
incentives on. sales, (iii) Premium on redemption ofDebentures. (iv) Disposal of sundry
items other than usable waste of POY/PSF, (v) Exchange difference arising on repayment
of foreign currency loans, deferred payment liabilities, etc. (vi) Interest on letters of credit
outstanding and (vii) Insuranceand other claims.
Sales is inclusive of Rs.6.43 crores and Rs.28.07 crores being the recovery of Sales Tax
and Excise Duty respectively.
‘Interest - Others(Net)’ is arrived at after deducting Rs. 2.21 crores (Tax at source Rs. 0.03
crore) being interest received/receivable.
Income and Expenditure amounting to Rs.3.81 crores and Rs.2.82 crores respectively
relating to the previous financial year have been suitably accounted for in respective heads.
8. Research and Development Expenditure comprises of Revenue expenses amounting to
Rs.6.89 crores and Capital Expenditure amounting to Rs.1.83 crores which have been
included under the respective heads of accounts.
6.
5.
7.
1988-1989
Rs.
(Rs. in crores)
1987-1988
Rs.
9.
(i) Auditors’ Remuneration:
(a) Audit Fees
(b) Tax Audit Fees
(c) For Certification and Consultation in Finance and
Tax matters
(d) Out-pocket expenses
(e) For Report and Certification work (capitalized)
0.12
0.05
0.02
0.01
–
0.20
(ii) Cost Auditor
Audit Fees (Rs.35,000) (Previous year Rs.20,000)
–
0.15
0.06
0.02
0.01
0.03
0.30
–
10.
(a) The Company has been advised that the computation of net profits for the purpose of
Directors’ remuneration under section 349 of the Companies Act 1956 need not be
enumerated since no commission is agreed to be paid to the Directors. Fixedmonthly
remuneration has been paid to the Directors as per the Schedule XlIl to the Companies
Act, 1956 and/or as per the approval of the Central Government wherever applicable.
1988-1989
Rs.
(Rs. in crores)
1987-1988
Rs.
(b) Managing Directors’ and Executive Directors’
remuneration*:
i)
ii) Contribution to Provident Fund and
Salaries
Superannuation Fund
iii) Provision for Gratuity (as per actuarial Valuation)
(Rs.22,300) (Previous year Rs. 36,796 )
iv) Perquisites
0.03
0.01
0.02
0.06
0.02
0.04
11. The Company has been accounting liability for Excise and Customs Duty in respect of
finished products as well as raw materials, dyes and chemicals, stores and spares etc.
lying in factory/bonded premises as and when they are cleared/debonded.Accordingly,
estimated liability amounting to Rs.44.08 crores in respect of such items at the end of the
financial year has not been provided for in the accounts and hence not included in the
valuation of inventory. This accounting treatment has noimpact on profits of the current
financial year.
(a) The Company has been accounting foreign currency loans and deferred payment
liabilities availed to acquire plant and machinery at the exchange rates prevailing on
relevant dates.
12.
18
(b) No effect has been given in the Accounts to the difference on account of fluctuations
in the rates of exchange at the year end amounting to Rs.86.00 crores with regard to
outstanding balance of foreign currency loans and deferred paymentliabilities.
(c) There has been a change in the method of accounting in the current financial year in
respect of difference on account of fluctuation in rates of exchange on repayment of
loans and deferred payment liabilities which in the previous years wascharged to the
Profit 8 Loss account in the year of repayment. The company has decided to treat the
same as capital expenditure with effect from 1st January, 1982, in view of various
Court Judgements. Accordingly, the Company has adjusted the same andhas provided
depreciation at applicable rates for the said relevant years. Consequently, effect on
the accounts is, as under:
Excess provision written back
Less Provision for depreciation
Net Credit to Profit and Loss account
Rs.21.16 Crores
Rs. 5.98 Crores
Rs.15.18 Crores
Had the Company continued its past practice, in respect of the above, the profit (net)
for the year would have been lower by Rs.4.11 Crores and Reserve & Surplus and
Net Fixed Assets would have been lower by Rs.19.29 crores and Rs.20.66 crores
respectively, and the closing inventory would have been higher by Rs.1.37 crores.
(b)
(a) The Income-tax assessments of the Company have been completed upto Assessment
Year 198687. Total tax demand raised by the Income-tax Department upto the said
assessment year is Rs.22.68 crores which is disputed. The company is advised that
theexisting Taxation reserve of Rs. 10 crores, however, would be adequate enough to
meet the liability, it any.
In respect of different units of the company, different previous years under Income
Tax Act, 1961 had been followed for assessment years prior to the assessment year
1989-90. The amendment to the Income Tax Act, with effect from Assessment
year1989-90 prescribes a uniform previous year for all, the units to end on 31st March.
Section 115J of the said Act contemplates computation of book profits of the relevant
previous year and hence separate profit and loss accounts have been prepared
inrespect of POY Unit for seventeen months, Textile Unit, Export Division and Corporate
office for fifteen months and other units for twelve months (being the respective previous
years for these units for the assessment year 1989-90) in accordance withthe relevant
provisions of the said Act, as legally advised, to determine the book profits. On this
basis, there is no resulting book profits and therefore no provision for taxation has
become necessary.
13.
14. The Government of India has issued guidelines dated 15th January, 1987 which requires
Companies raising resources through issue of Debentures to create a Debenture
Redemption Reserve. The company has been advised that the notification is notapplicable
to Debentures issued before the said date of the notification. In respect of Debentures
issued subsequent to the date of the said notification, the Company, during the financial
year, has on a pro rata basis allocated Rs.6.00 crores towardscreating a Debenture
Redemption Reserve.
l5. Depreciation on assets has been provided on straightá-áline method as prescribed by
Schedule XIV to the Companies Act, 1956 read with Section 205(2)(b) of the said Act. The
provision for depreciation for multiple shifts wherever applicable as perrecords and as
advised, has been made on the basis of the actual utilization of respective eligible assets.
16. The Company has an investment of Rs.0.21 crore in the Share Capital of Devti Fabrics
Limited, a wholly owned subsidiary company. Loans to this subsidiary company of Rs.1.35
crores and receivables on account of sale of goods, of Rs.0.76 croreaggregate to Rs.2.11
crores. The losses of this Subsidiary Company upto 31st March, 1989 exceed its paid up
capital and reserves. No provision has been made for possible loss which may arise on
these accounts, in view of long term involvement of theCompany in it.
17. As a result of the floods on 24th July, 1989 some of the books of accounts and other
records of the Company lying at Patalganga, district Raigad in the State of Maharashtra
have been destroyed/affected. The Company is in the process ofreconstructing the records.
18. The Superintendent of Stamps, Central Stamp Office, Bombay had issued Demand Notices
on the Company aggregating to Rs.15.40 crores being the alleged differential stamp duty
payable under the Bombay Stamp Act, in respect of Debenture Trust Deedsexecuted in the
State of Gujarat by the Company in favour of Debenture Trustees to secure Debentures of
Series ‘F’ and Series ‘G’. Pursuant to the interim order of the Bombay High Court, the
Company has furnished Bank Guarantees aggregating Rs.3.85crores in favour of the
Prothonotary and Senior Master of the High Court, Bombay and has covenanted not to
further encumber the immovable properties of the Company aggregating Rs.11.55 crores
till the matter is disposed by a Division bench of theBombay High Court. The Company is
adivsed that there would be no liability in this regard and accordingly, no provision has
been made in respect thereof in the accounts.
19.
(a) The Company has received a Show Cause Notice from Excise Authorities making
various allegations in regard to noná-ápayment of duty aggregating Rs.27.23
crores. The liability has been disputed. The Company has been advised that there
would be noliability on this account and accordingly, no provision has been made
in respect thereof in the accounts.
(b) The Company has paid in the earlier year a sum of Rs.1.17 crores to the Excise
authorities, Ahmedabad, being short payment made in 1983 Actioninitiated by
Excise Authorities are disputed. Liability, if any, is not ascer tainable and hence
not provided for .
20. Pre-operative and trial run expenses in respect of Projects upto 31st March, 1989 to
becapitalised
Raw material consumed (during trial run)
Carriage inward
Consumption of stores, chemicals and
catalysts
Electric power, fuel and water
Labour charges
Excise duty
Sales Tax
Salaries, Wages and Bonus
Employees welfare and other amenities
Sales and distribution expenses
Insurance
Rent
Rates and taxes
Other repairs
Travelling Expenses
General expenses
Debentures issue expenses
Interest: Debentures
Fixed loans
Others (Net)
Less: Sales/transfer/stock at end of Trial run
Miscellaneous income
Transferred/Capitalised by allocating to
Building, Plant and machinery
(Rs.in Crores)
Total upto
Upto 30th 31st March
1989
52.17
1.69
June, 1988
27.96
0.25
1988-89
24.21
1.44
0.04
5.49
0.03
0.05
–
0.63
0.11
–
0.45
-
–
0.12
0.02
11.39
–
18.36
6.53
0.90
69.77
35.98
0.02
33.77
1.71
25.21
0.54
1.63
0.43
3.58
2.12
0.16
1.71
1.14
0.02
0.11
1.40
39.22
23.45
107.33
38.01
14.92
290.90
39.84
1.62
249.44
1.75
30.70
0.57
1.68
0.43
4.21
2.23
0.16
2.16
1.14
0.02
0.23
1.42
50.61
23.45
125.69
44.54
15.82
360.67
75.82
1.64
283.21
–
146.30
146.30
33.77
103.14
136.91
The above items are not forming part of profit and loss account.
22
LICENCED AND INSTALLED CAPACITY
(a)
(b)
(c)
(d)
(e)
(f)
(9)
(h)
(i)
(j)
(k)
Polyester Filament Yarn/Polyester Chips
Polyester Staple Fibre/Polyester Chips
Man-made Fibre Spun Yarn on Worsted System
Man-made Fabrics
Purified Terepthalic Acid
Linear Alkyl Benzene
Synthetic Filament Yarn including Industrial Yarn/Tyre Cord
Ethylene
Propylene
Butadiene 8 Other C4s
Acrylic Fibre
* On the basis of Letter of Intent received
+ Based on average Denier of 40
Installed Capacity based on Certificate of the Management.
(Spindles)
(Looms)
(Knitting M/c.)
Reliance
As at 31st
March, 1989
Rs.
As at 31st
March, 1989
Rs.
(Rs. in crores)
As at 30th
June, 19888
Rs.
As at 30th
June, 1988
Rs.
21.
CONTINGENT LIABILITIES
(a) Estimated amount of contract remaining to be
executed on capital account and not provided
for
(b) Outstanding guarantees furnished and Letters
of Credit opened by Bankers
(c) Bonds executed in favour of Excise and
Custom Authorities
(d) Uncalled liability on partly paid shares(Rs. 16,875)
46.75
140.46
75.08
(Previous year Rs.16,875)
(e) Claims against the company not
acknowledged as debts including Rs.4.17
crores for excise duty (Previous year Rs.2.26
crores)
(f) Export bills discounted against irrevocable
Letters of Credit
(9) Indemnities towards export obligations against
capital goods import
(h) Guarantee to Banks and Financial Institutions
against credit facilities extended to subsidiary
companies (Facilities utilised upto 31.3.89
Rs.5.40 crores)
(i) Import Duty on Raw Materials/Chemicals &
catalysts imported under Advance Licences
against fulfilment of export obligations.
6.29
1.43
0.62
6.00
7.23
113.09
30.93
89.44
4.65
0.87
0.65
3.00
16.48
Unit
M.T.
M.T.
Nos.
Nos.
Nos.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
Licensed Capacity
Installed Capacity
1988-89
32,300
45,000
20,000
4 5 0
22
100,000
60,000
2,000
320,000*
155,000*
98,000*
20,000*
1987-88
25,125
45,000
12,500
4 5 0
22
100,000
60,000
2,000
–
–
–
–
+
1988-89
25,125
45,000
12,494
4 5 0
20
100,000
60,000
–
–
–
–
–
+
1987-88
25,125
45,000
12,494
4 5 0
20
100,000
60,000
–
–
–
–
–
19
Reliance
23. PRODUCTION OF FINISHED PRODUCTS MEANT FOR SALE
Yarn (Polyester, Cotton, Blended etc )
Polyester Chips
Fabrics
Polyester Staple Fibre
P.T.A.
L.A.B.
By Products
24. VALUE OF IMPORTS ON C.l.F. BASIS IN RESPECT OF:
(a) Raw Materials
(b) Dyes and Chemicals, Catalysts. Stores and Spare par ts
(c) Capital goods
25. EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF
Unit
M.T.
M.T.
Mtrs. in lacs
M.T.
M.T.
M.T.
M.T.
Interest on foreign currency loans
Interest on Debentures held by Non-residents on repatriation basis (Gross)
Other matters (including commitment charges (Rs.15,625, on foreign currency loans - Previous year Rs.0.03 crore)
Technical know-how & Engineering Fees
1988-89
42,541
4,149
365.87
27,374
32,881
28,413
3,201
1988-89
Rs.
115.85
20.32
5.64
1988-89
Rs.
17.16
8.63
6.90
26.14
1987-88
64,068
1,952
587.72
38,004
25,748
28,022
2,798
(Rs. in crores)
1987-88
Rs.
105.91
43.85
38.80
1987-88
Rs.
34.44
28.13
7.81
24.45
26. QUANTITATIVE INFORATION IN RESPECT OF OPENING STOCK, CLOSING STOCK, PURCHASES, SALES AND CONSUMPTION OF RAW MATERIALS
(a) Opening Stock
Finished Stocks
Yarn
Fabrics
Polyester Staple Fibre
Polyester Chips
L.A.B.
Stock-in-process
ii)
iii) Others
(b) Closing Stock:
i)
i)
Finished Stocks
Fabrics
Polyester Staple Fibre
Polyster Chips
L.A.B.
Stock-in-process
ii)
iii) Others
(c) Purchases
Yarn
Fabrics
Sea Foods
Others
(d) Sales
Yarn (Polyester & Blended)
Fabrics
Polyester Staple Fibre
Polyester Chips
P.T.A.
L.A.B
Sea Foods
Others
(e) Raw Material consumed
PTA (including own production during trial run)
Paraxylene (including own production during trial run)
M.E.G
Fibre
Yarn
Fabrics (Grey)
N. Paraffin
Benzene
Others
Less/Add: Difference in stock of useable waste
* Excluding during trial run
20
Unit
Quantity
Rs. in crores
Quantity
Rs. in crores
1988-89
1987-88
100.28
115.28
M.T.
Mtrs. in lacs
M.T.
M.T.
M.T.
M.T.
Mtrs. in lacs
M.T.
M.T.
M.T.
M.T.
Mtrs. in lacs
M.T.
M.T.
Mtrs in lacs
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
M.T.
Mtrs. in lacs
M.T.
K.L.
3,619
83.59
3,664
1,529
4,811
4,675
85.70
5,362
3,408
6,009
590
3.92
–
42,556
367.68
25,697
2,222
31,199
27,215
–
313
67,968
26,613
1,926
2,414
89.81
23,527
11,096
–
50.70
4.84
143.32
60.07
1.70
14.21
621.76
161.80
128.57
11.15
103.90
69.77
–
15.50
1,112.45
0.4
121.41
95.32
13.28
43.27
13.68
24.68
7.63
18.00
337.67
(–) 0.76
336.91
5,382
104.22
6,417
324
–
3,619
83.59
3,664
1,529
4,811
632
326.62
71
65,922
927.19
40.772
747
3,866
16,968
71
80,843
14,311
36,726
2,086
7,385
143.21
6,509
2,906
–
41.65
2.48
100.28
50.70
4.84
210.70
951 27
508.59
235.02
3.33
9.47
41.89
0.67
20.50
1,770.74
138.59
17.58
55.06
16.18
145.92
20.72
6.14
1.98
3.94
406.11
10.80
416.91
27. VALUE OF RAW MATERIALS CONSUMED
Imported
(including import duty Rs.101.68 crores)
Indigenous
28. VALUE OF DYES CHEMICALS, CATALYSTS, STORES AND SPARE PARTS CONSUMED:
Imported
Indigenous
29. EARNINGS IN FOREIGN EXCHANGE
Export of goods on FOB basis
30. REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND
The Company has paid dividend in respect of shares held by Non-Residents on repatriation
basis. This inter-alia includes portfolio investment and direct investment, where the amount
is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend
remitted in foreign currency cannot be ascertained. The total amount remittable in this
respect is given herein below:
(a) Number of Non-resident shareholders
– Year ended 31-12-86
– Final/lnterim dividend 1987/88
(b) Number of Equity Shares held by them
– Year ended 31-12-86
– Final/lnterim dividend 1987/88
(i) Amount of dividend paid (Gross)-Tax at source Rs.0.32 crore (Previous year Rs.0.95
(c)
crore)
– Year ended 31-12-86
– Final/lnterim dividend 1987/88
(ii) Year to which dividend relates
Reliance
1987-88
% of total
Consumption
55.05
44.95
100.00
1987-88
% of total
Consumption
42.37
57.63
100.00
(Rs. in crores)
1987-88
Rs.
21.13
(Rs. in crores)
1987-88
Rs.
Rs. in Crores
221.93
114.98
336.91
1988-89
% of total
Consumption
65.87
34.13
100.00
1988-89
Rs. in Crores
229.53
187.38
416.91
Rs. in Crores
% of total Rs. in Crores
Consumption
49.08
50.92
100.00
21.30
22.09
43.39
19.81
26.94
46.75
1988-89
Rs.
26.14
1988-89
Rs.
–
23,237
–
15,529,421
105
24,791
3,504,369
21,345,661
–
1.96
Final Div.
1987-88
0.88
3.78
Final Div. 1986 &
Interim Div.
1987-88
(Rs. in Crores)
1987-88
Rs.
1988-89
Rs.
31.
(a) Break-up of expenditure incurred on employees who were employed throughout the year and were in receipt of remuneration for the year
which in aggregate was not less than Rs.72,000 per annum
(i) Number of employees
(ii) Salaries and Bonus
(iii) Contribution to Provident Fund & Superannuation Fund
(iv) Other Perquisites
(b) Break-up of expenditure incurred on employees who were employed tor a part of the year and were in receipt of remuneration for any
part of the year at a rate which in aggregate was not less than Rs.6,000 per month
(i) Number of employees
(ii) Saiaries and Bonus
(iii) Contribution to Provident Fund & Superannuation Fund
(iv) Other Perquisites
436
212
2.09
0.46
1.01
0.17
0.04
0.09
1.95
0.46
0.72
0.46
0.11
0.21
99
60
As per our Report of even date
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
For and on behalf of the Board
D.H. Ambani
R.H. Ambani
Chairman & Managing Director
Joint Managing Director
R.J. Shah
Proprietor
D. Chaturvedi
Partner
Bombay
Dated: 10th August, 1989
J.R. Shah
T. Ramesh U. Pai
M.L. Bhakta
V.V. Divecha
B.D. Shah
N.H. Ambani
M.D. Ambani
A.D. Ambani
N.R. Meswani
V.M. Ambani
Directors
Executive Directors
Secretary
21
Reliance
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY
COMPANIES
1.
The Financial Year of the subsidiar y companies ended on
31st March, 1989
31st March, 1989
31stMarch, 1989
2. Date from which they became subsidiary companies
30th September, 1985
11th January, 1988
30thDecember, 1988
Devti Fabrics Ltd.
Reliance Petrochemicals Ltd.
Trishna Investments and
Leasings Ltd.
3.
4.
(a) No. of shares held by Reliance Industries Limited (holding
company) with its nominees in the subsidiaries at the end
of the financial year of the subsidiary companies
(b) Extent of interest of holding company at the end of the
2,10,070 Equity Shares
of the face value of
Rs.10/- each fully paid up
100%
5,76,00,000 EquityShares
of the face value of
Rs.10/- each fully paid up
66%
3,400 Equity Shares
of the facevalue of
Rs.10/-each fully paid-up
77%
financial year of subsidiary companies
The net aggregate amount of the subsidiary companies’ pro
fit/(losses) so far as it coricerns the members of the holding
company
(a) Not dealt with the holding company’s accounts
i)
ii)
For the financial year ended 31st March, 1989
For the previous financial years of the subsidiary
(Rs.74.06 lacs)
(Rs.122.49 lacs)
companies since they became the holding company’s
subsidiaries
(b) Dealt with in holding company’s accounts:
i)
ii)
For the financial year ended 31st March, 1989
For the previous financial year of the subsidiar y
companies since they became the holding company’s
subsidiaries
Nii
Nil
Rs.331.33 lacs
Rs.47.29 lacs
–
Nil
Nil
–
Nil
Nil
For and on behalf of the Board
D.H. Ambani
R.H. Ambani
Chairman & Managing Director
Joint Managing Director
J.R. Shah
T. Ramesh U. Pai
M.L. Bhakta
V.V. Divecha
B.D. Shah
N.H. Ambani
M.D. Ambani
A.D. Ambani
N.R. Meswani
V.M. Ambani
Directors
Executive Directors
Secretary
Bombay
Dated: 10th August, 1989
22
RELIANCE PETROCHEMICALS LIMITED
Regd. Office : Village Mora,
Batha, P.O. Surat - Hazira Road,
Dist. Surat, PIN 394 510
Gujarat State.
31
32
DIRECTORS’ REPORT
To the Members
Your Directors have pleasure in presenting the first Annual Repor t
together with the Audited Statement of Accounts for the period from
11th January, 1988 (the date of incor poration) to 31st March 1989.
1.
FINANCIAL RESULTS
Profit before tax
Less: Provisions and/or appropriations
(Rs. in crores)
5.96
(a) Taxation
0.94
(b) Recommended dividend (subject to deduction of tax)
4.54
on Equity Shares
0.25
0.23
Transfer to General Reserve
Balance carried to Balance Sheet
2. DIVIDEND:
Your Directors have recommended a maiden dividend, of 15%,
pro rata, (subject to deduction of tax) payable on the equity
shares for the period commencing from the date of incorporation
till 31st March 1989, aggregating Rs.4.54 crores, to be paid, if
approved. by the shareholders at the ensuing Annual General
Meeting.
3.
FIRST ACCOUNTING YEAR:
Your Directors have fixed the first Accounting Year of the Company
from 11 th January 1 988, the date of incorporation, upto 31 st
March 1989 and accordingly the accounts reflected herein are
for the said period.
4.
PROMOTION AND INCORPQRATION :
Your Company was promoted by Reliance Industries Limited for
implementing the projects for manufacture of Poly Vinyl Chloride
(PVC), Mono Ethylene Glycol (MEG) and High Density
Polyethylene (HDPE).
Reliance Industries Limited has invested in the equity capital of
the Company to the extent of Rs.57.60 Crores and an interest
free non refundable loan of Rs.50 crores to be converted into
equity shares, at par, on 26th October 1991. Your Company
continues to be a subsidiary of Reliance Industries Limited. In
order to raise finance for implementing the three projects, Your
Company had made an issue of Conve rtible Debentures
aggregating Rs.516 crores. This issue was the largest ever issue
of convertible debentures made by a company in the private
sector. The issue was heavily oversubscribed.
In terms of the consent order of the Controller of Capital Issues
(CCI), the Company retained 15% of the over subscription
amounting to Rs.84.9 crores.
The securities of the Company have been enlisted on the Stock
Exchanges at Ahmedabad and Bombay.
5.
PROJECT IMPLEMENTATION:
Your Directors are pleased to inform you that the Industrial
Licences for manufacture of PVC and HDPE and Letter of Intent
for manufacture of MEG issued in favour of Reliance Industries
Limited, the holding company, have been endorsed in favour of
your Company.
RELIANCE PETROCHEMICALS LIMITED
Reliance Industries Limited, had been allotted land admeasuring
245 hectares from Gujarat Industrial Development Corporation
(GIDC) at Viliage Moral Dist. Surat, Gujarat for the purpose of
setting up the three projects. Out of the above, your company
has obtained transfer/possession of 122.5 hectares and requisite
actions are being taken for acquiring the balance land. Your
Company has taken all necessary steps for purchase, supply
and import of equipments and your Directors expect that barring
unforeseen circumstances the projects would be commissioned
in the second half of 1990 as per schedule.
6.
VERDICT OF HON’BLE SUPREME COURT:
Your Directors are pleased to state that the serious challenge
posed by the Writ Petitions and Suits filed against the Company
and the Controller of Capital Issues challenging the Consent
Orders issued by the latter relating to the Public Issue of Fuliy
Convertible Debentures on various grounds, has been totally
negatived by the Hon’ble Supreme Court by dismissing these
proceedings. The Hon’ble Supreme Cour t has confirmed that
there was no discrimination or non-compliance of statutor y
requirements or non-observance of guidelines or creation of
illusory securities in favour of the Debenture Trustees or illegality,
impropriety or irrationality attached in respect of the said Public
Issue. The Hon’ble Supreme Court on the contrary observed that
the proceedings were not genuine or properly motivated out of
public interest but were malafide or borne out of grudge. Hon’ble
Supreme Court also observed that having regard to the principles
of comity of Cour t in a federal structure, due regard to self
restraint and self conception should be observed where an
injunction affects an all India issue or has ramification all over
the countr y. This has been a land mark Judgement in the
Corporate history.
7.
FIXED DEPOSITS:
Since your company has not accepted any deposits from the
public, no information is required to be furnished in respect of
outstanding deposits.
8.
PERSONNEL:
As required by the provisions of Section 21 7(2A) of the
Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules 1975, the names and other particulars of the
employees are set out in the Annexure forming par t of the report.
9. DIRECTORS:
Shri Mukesh D. Ambani, Shri Anil D. Ambani and Shri Atul S.
Dayal were the first Directors of the Company as stated in the
Ar ticles of Association of the Company. By virtue of the Articles
of Association of the Company, Shri Mukesh D. Ambani and Shri
Anil D. Ambani are per manent Directors of the Company and are
not liable to retire by rotation.
Shri Atul S. Dayal retires by rotation and being eligible offers
himself for reappointment.
Shri Dhirubhai H. Ambani, Shri K.K. Pai, Dr. R. Rajagopalan,
Shri Suresh A. Shroff and Shri Y.P. Tr ivedi were appointed as
Additional Directors. In terms of Section 257 of the Companies
33
RELIANCE PETROCHEMICALS LIMITED
Act 1956, the Company has received notices from some
shareholders signifying their intention to propose the above
Directors for appointment as Directors retiring by rotation at
the ensuing Annual General Meeting.
10. AUDITORS & THEIR REPORT:
and Staff of the holding Company (Reliance Industri e s
Limited) and also the Executives and Staff of the Company.
Your Directors place on record their appreciation of the
w h o l e h e a r t e d a n d c o n t i n u e d s u p p o r t ex t e n d e d by t h e
investors to make the fully conver tible secured debenture
issue a great success.
For and on behalf of the Board of Directors
Dhirubhai H. Ambani
Chair man.
Bombay 400 021
Dated: 16th May, 1989
Messrs. Chaturvedi & Shah and Messrs. Rajendra & Company,
Auditors of the Company hold office until the conclusion of
the ensuing Annual General Meeting and are recommended
for reappointment. The Company has received Cer tificates
from these Auditors to the effect that their reappointment, if
made, would be within the prescr ibed limits under Section
224(1) of the Companies Act 1956.
Regarding the note referred to in the Auditors’ Repor t, your
Directors clar ify that a large number of bank branches were
authorised to refund excess applacation money and collect
calls in arrears of shares and debentures. In deference to the
requests received from shareholders, the Directors having
extended the last date for payment of call money due from
them upto 30th Apr il. 1989, the reconcilation of the bank
accounts will be completed during the current year.
11.
In terms of Section 217(1 ) of the Companies Act 1956 (as
amended) and the Companies (Disclosure of Particulars in
the Repor t of Board of Directors) Rules 1988, your Directors
fur nish hereunder the additional information as required:
A. Conservation of Energy:
Since the projects for the manufacture of MEG, PVC and
HDPE are still in the implementation stage and no
manufacturing activities have commenced till the date of
the repor t, there is nothing to be disclosed in respect of
conser vation of energy. However, the project envisages
captive gas turbo generators with cogeneration of waste
heat steam.
B.
Technology Absor ption:
Arrangements have been made with licensors to provide
technology for the manufacture of products, under the
Project. The Technology agreements include provision for
training, which will assist the Company ~n absorption of
the technology from the respective licensors.
C. Foreign Exchange Ear nings and Outgo (Rs. in Crores)
1.
2.
Foreign Exchange earnings
(Tender fees received equivalent
to U.S.$ 1,125 Rs. 16,753)
Foreign Exchange Outgo:
(i)
Technical Fees
(ii) Travelling Expenses
(iii) Debenture Issue expenses
–
Rs.3.91
Rs.0.05
Rs.0.11
12. ACKNOWLEDGEMENT:
Your Directors would like to express their grateful appreciation
of the assistance and cooperation received from the Financial
Institutions and Banks dur ing the period under review.
Your Directors wish to place on record their deep sense of
appreciation of the devoted services rendered by the Executives
34
AUDITORS’ REPORT
To
The Members of Reliance Petrochemicals Limited
V Ve have audited the attached Balance Sheet of RELIANCE
PETROCHEMICALS LIMITED as at 31st March. 1989 and the Profit
& Loss Account for the period from 11th January 1988 to 31st March.
1989 annexed thereto and report that:
1.
As required by the Manufacturing and Other Companies (Auditors’
Report) Order 1988, issued by the Company Law Board 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.
2. Further to our comments in the Annexure referred to in paragraph
1 above, we report that:
(a) We have obtained all the information and explanations which
to the best of our knowledge and belief were necessar y for
the purposes of our audit.
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 such books.
(b)
(d)
(c) The Balance Sheet and Profit and Loss Account referred to
in this report are ~n agreement with the books of account.
In our opinion and to the best of our infor mation and
according to the explanat~ons given to us. the said Balance
Sheet and Profit & Loss Account read together with the notes
thereon. subject to the note relating to interest on callsin-
arrears being accounted by the Company as and when
receivea and the refund of the excess application money
received and unpaid calls on shares/debentures are under
reconciliation’ give the infor maticn required under the
Companies Act 1956 in the manner so required and give a
Irue and fair view
(i)
in so far as it relates to the Balance Sheet of the state
of affairs of the Company as at 31st March, 1989 and
in so far as it relates to the Profit and Loss Account of
the “profit’’ of the Company for the period ended on
that date.
(ii)
For CHATURVEDI & SHAH
Chartered Accountants
For RAJENDRA & COMPANY
Chartered Accountants
D. Chaturvedi
Partner
Bombay
Dated: 16th May, 1989
R.J. Shah
Proprietor
ANNEXURE TO AUDITORS’ REPORT
Re: Reliance Petrochemicals Limited
Referred to in pare (1) of our report of even date.
1.
The Company has maintained proper records showing full
particulars including quantitative details and situation of Fixed
Assets. All the assets have been physically verified by the
management during the period and no material discrepancies
were noticed on such verification.
2. None of the Fixed Assets have been revalued during the period.
The Company has received, in accordance with the consent of
3.
the Controller of Capital Issues, an interest free loan from the
holding company which shall be converted into Equity Shares at
par on 26th October, 1991. It has not taken any other loan secured
or unsecured from companies, firms or other parties as listed in
the register maintained under Section 301 of the Companies Act,
1956 or from companies under the same management within
the meaning of Section 370(1 B) of the Companies Act, 1956.
The terms and conditions of the above loan are not in our opinion
prima facie prejudicial to the interest of the Company.
RELIANCE PETROCHEMICALS LIMITED
4.
5.
6.
7.
8.
9.
The Company has not granted any loans, secured or unsecured
to companies fir ms or other parties listed in the Register
maintained under Section 301 of the Companies Act. 1956 or to
companies under the same management within the meaning of
Section 370(1 B) of the Companies Act. 1956.
The terms and conditions of advances in the nature of loans given
by the Company provide for repayment of principal amount and
interest periodically. No instalment of principal or interest has
fallen due during the period.
In our opinion and according to the information and explanations
given to us there are adequate internal control procedures
commensurate with the size of the Company and the nature of
its business with regard to the purchases of plant and machinery
and equipment and for the sale of goods.
In our opinion and according to the information and explanations
given to us, there are no transactions of purchases of goods and
material and sales of goods/material and ser vices made in
pursuance of contracts or arrangements required to be entered
in the registers maintained under Section 301 of the Companies
Act,1 956.
The Company has not accepted any deposits from the Public
and consequently the provision of Section 58A of the Companies
Act, 1956 and the Companies (Acceptance of Deposits) Rules,
1975 are not applicable.
In our opinion the Company has an Internal Audit system
commensurate with the size and nature of its business.
10. Dur ing the period under review we are infor med that the
provisions of Employees, Provident Fund and Employees’ State
Insurance Scheme Fund are not applicable. The Company has
voluntarily implemented the scheme of Provident Fund and
deposited a part of the dues with the Trust of the holding company
and the balance has been deposited with Provident Fund
Commissioner after getting necessary approvals.
11. According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax’ wealth
tax, sales tax, customs duty and excise duty were outstanding
as at 31st March, 1989 for a period of more than six months
from the date they became payable.
12. According to the information and explanations given to us. no
personal expenses of employees or directors have been charged
to revenue account, other than those payable under the
contractual obligations or in accordance with generally accepted
business practice.
13. The Company is not a sick industrial company within the meaning
of clause (0) of sub section (1) of Section 3 of the Sick Industrial
Companies (Special Provisions) Act 1985.
14. The Company is in the process of setting up projects for
manufacture of Petrochemicals and no manufacturing operations
have commenced Para 4A(iii). (iv) (v). (vi). (xii). (xiv) and (xvi).
4B, 4C and 4D of the aforesaid order are therefore not applicable.
For CHATURVEDI & SHAH
Chartered Accountants
For RAJENDRA & COMPANY
Chartered Accountants
D. Chaturvedi
Partner
Bombay
Dated: 16th May, 1989
R.J. Shah
Proprietor
35
RELIANCE PETROCHEMICALS LIMITED
BALANCE SHEET AS AT 31ST MARCH, 1989
Schedule
SOURCES OF FUNDS:
Shareholders’ Funds
Share Capital
Reserves and Sur plus
Loan Funds
Secured Loans
Unsecured Loans
TOTAL
APPLICATION OF FUNDS:
Fixed Assets
Gross Block
Less: Depreciation
Net Block
Capital Work-in-progress
Investments
Current Assets, Loans and Advances
Current Assets
interest accrued on Investments
Cash and Bank Balances
Loans and Advances
Less:
Current Liabilities and Provisions
Current Liabilities
Provisions
Miscellaneous Expenditure
(to the extent not written-off or adjusted)
Preliminary Expenses
TOTAL
Notes and Contingent Liabilities
‘A’
‘B’
‘C’
‘D’
‘E’
‘F’
‘G’
‘H’
‘I’
‘J’
‘N’
Rs.
86.47
0.48
632.03
50.00
23.01
0.85
22.16
163.29
7.07
379.45
22.51
409.03
44.50
5.52
50.02
(Rs in crores)
Rs.
86.95
682.03
768.98
185.45
224.49
359.01
0.03
768.98
As per our Report of even date
For and on behalf of the Board
For CHATURVEDI & SHAH
For RAJENDRA & CO.
Director Chartered Accountants Chartered Accountants
D.H. Ambani
Chairman
D. Chaturvedi
Partner
R.J. Shah
Proprietor
Bombay
Dated: 16th May, 1989
36
M.D. Ambani
A.D. Ambani
A.S. Dayal
Dr. R. Rajagopalan
S.A. Shroff
Y.P. Trivedi
Rohit C. Shah
Bombay
Dated: 16th May, 1989
Directors
Assistant Company Secretary
RELIANCE PETROCHEMICALS LIMITED
PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM 11.1.1988 TO 31.3.1989
Schedule
‘K’
‘L’
‘M’
INCOME
Sales
Other Income
EXPENDITURE
Purchases
Establishment and other expenses
Interest
Depreciation
Less: Net Pre-operative expenditure on
implementation of Projects pending
allocation (See also Note no.10)
Profit before Tax
Provision for Taxation
Profit after Tax
APPROPRIATIONS:
General Reserve
Dividend on Equity Shares (Subject to Tax)
Balance carried to Balance Sheet
Notes and Contingent Liabilities
‘N’
Rs.
0.01
26.63
0.01
22.19
32.90
0.85
55.95
35.27
0.25
4.54
(Rs in crores)
Rs.
26.64
20.68
5.96
0.94
5.02
4.79
0.23
As per our Report of even date
For and on behalf of the Board
For CHATURVEDI & SHAH
For RAJENDRA & CO.
Director Chartered Accountants Chartered Accountants
D.H. Ambani
Chairman
D. Chaturvedi
Partner
R.J. Shah
Proprietor
Bombay
Dated: 16th May, 1989
M.D. Ambani
A.D. Ambani
A.S. Dayal
Dr. R. Rajagopalan
S.A. Shroff
Y.P. Trivedi
Rohit C. Shah
Bombay
Dated: 16th May, 1989
Directors
Assistant Company Secretary
37
RELIANCE PETROCHEMICALS LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET
AS AT 31ST MARCH, 1989
(Rs. in crores)
SCHEDULE ‘A’
SHARE CAPITAL
Authorised:
10,00,00,000
8,72,70,000
Rs.
Rs.
Equity Shares of Rs.10/- each
Issued and Subscribed:
Equity Shares of Rs.10/- each
fully called up
Less: Calls unpaid - by others
(Refer note 9)
87.27
0.80
Of the above Equity Shares:
(i) 5,76,00,000
(ii) 2,96,70,000
Shares are held by Reliance Industries
Limited, the holding Company
Shares were allotted at par
on first conversion of Debentures
SCHEDULE ‘B’
RESERVES AND SURPLUS
General Reserve
Transferrep trom Profit and Loss Account
Profit and Loss Account
SCHEDULE ‘C’
SECURED LOANS
A. Debentures
12.5% Secured Fuily Convertible Debentures of
Rs.200/- each tully called up
Less: Converted
Less: Calls unpaid - by others
(Refer note 9)
B.
Loan Irom a Bank
C.
Term loan in Foreign Currencies from
(i) Banks
(ii) Financial Institutions
593.40
29.67
563.73
15.18
9.16
36.82
548.55
37.50
45.98
632.03
NOTES:
1.
The Convertible Debentures referred to in ‘A above alongwith interest are secured by a
legal mortgage in English form in favour of the Debenture Trustees by way of a residual
charge on all or any of the immoveable and/or moveable assets and properties other
than the current assets both present and future.situated at village Mora, District Surat
in the State of Gujarat and/or at any other location and that such residual mortgage
and charge shall rank expressly subject to subservient and subordinate to the mortgages
to be created for item ‘C’ above ana tuture mortgages/charges as may hereinafter be
created by the Company in favour of any existing or future lenders in respect of
borrowings of the company as provided in the debenture trust deed.
38
2.
The face value of each Debenture (Part B of Rs.40/- and Part C of Rs.150/-) will be
automatically and compulsorily converted into appropriate number of equity shares of
Rs.10 each at a premium, it any, as may be fixed by the Controller of Capitai Issues,
after 27th October,1991 but before 26th October, 1992 and atter 27th October, 1993
but before 26th October. 1995 respectively
3.
The loan referred to in ‘B’ above is secured by pledge of Fixed Deposit Receipts of
Rs.50 crores.
4.
(i)
The Term Loan referred to in C (i) above represents Foreign Currency Loan availed
by Reliance Industries Limited, the holding company, for implementation of Mono
Ethylene Glycol Project. Pending necessary approvals, the Company has taken
over the said loan which is secured against the Fixed Assets of Reliance Industries
Limited.
(ii) The Term Loan in Foreign Currencies referred to in C (ii) above is secured by
hypothecation of moveable assets and would also be secured by a mortgage to
be created on immoveable assets at village Mora, District Surat in the State of
Guiarat. and/or at any other location, both present and future. The Company has
pledged fixed deposit receipts of a Scheduled Bank aggregating to Rs,42.75 crores
as an interim security for the aforesaid loan.
5. Debentures include Rs.0.66 crores held by Directors.
6. Secured Loans include Rs.39.16 crores repayable within a period of one year.
SCHEDULE ‘D’
UNSECURED LOANS
From Reliance Industries Limited, the holding Company
(Rs. in Crores)
Rs.
50.00
NOTE:
The above loan is free of interest and shall be converted into Equity Share Capital,
at par, on 26th October, 1991 in accordance with the consent of the Controller of
Capital Issues.
100.00
86.47
Rs.
0.25
0.23
0.48
Rs.
Rs.
SCHEDULE ‘E’
FIXED ASSETS
(Rs. in Crores)
Grose Block (at cost) Depreciation
Net Block
Nature ot Assets
Additions
Rs.
0.63
3.92
18.11
0.23
0.12
23.01
Leasehold Land
Buildings
Plant and Machinery
Furniture and Fixtures
Vehicles
Capital Work-in-Progress
NOTES:
As at
31.3.1989
Rs.
upto
31.3.1989
Rs.
As at
31.3.1989
Rs.
0.63
3.92
18.11
0.23
0.12
23.01
–
0.01
0.82
0.01
0.01
0.85
0.63
3.91
17.29
0.22
0.11
22.16
163.29
1. No amortisation has been made in respect of lease premium paid tor leasehold land
since the grant of lease is tor a long period.
2. Capital Work in Progress:
a)
b)
includes Rs.128.02 crores on account ot advances against Capital Expenditure.
includes Rs.35 27 crores on account ot Pre-operativ e expenditure on
implementation of projects pending allocation.
3. Depreciation has been provided as under:
a)
b)
In respect ot Plant and Machinery amounting to Rs.18.10 crores and given on
lease, 95% of the cost has been divided by the primary lease period ot two years
and pro rated in accordance with Schedule XIV to the Companies Act, 1956
In respect of other assets, on straight line method at the rates prescribed In
Schedule XIV to the Companies Act,1956.
4. Building includes Shares in a Cooperative housing society of the face value of Rs 250.
RELIANCE PETROCHEMICALS LIMITED
(Rs. in Crores)
Rs.
Rs.
SCHEDULE ‘J’
PROVISIONS
SCHEDULE ‘F’
INVESTMENTS (At Cost)
Other Investments
Government Securities
Quoted
11.5% Government of India Loan 2008 (old series)
Unquoted
Indira Vikas Patra
Other investments (Unquoted)
12,75,66,550 Units of The Unit Trust of India (1964 Scheme)
39.48
0.20
39.68
184.81
224.49
NOTES:
1.
The Company purchased 13,84,16,450 units of Unit Trust of India
(1964 scheme) tor Rs 190 99 crores and sold the same during the period.
2. Aggregate value of
Cost Market Value
Quoted investments
Unquoted Investments
Rs.
39.48
185.01
Rs.
39.48
–
SCHEDULE ‘L’
Gratuity Superannuation and Provident Funds
Provision for Taxation
Proposed Dividend
SCHEDULES FORMING PART OF THE
PROFIT AND LOSS ACCOUNT FOR THE PERIOD
SCHEDULE ‘K’
OTHER INCOME
Interest
Profit on sale of Investments
Lease Income
Other Income
(Rs. in Crores)
Rs.
Rs.
0.04
0.94
4.54
5.52
Rs.
12.63
8.59
5.39
0.02
26.63
Rs.
Rs.
3
The above investments are held by the bankers of the Company in their name wherever
applicable in a fiduciary capacity.
SCHEDULE ‘G’
CURRENT ASSETS
Cash and Bank Balances
Cash on hand (Rs.31466)
Balances with Scheduled Banks
i)
ii)
In Current Accounts
In Fixed Deposit Accounts
SCHEDULE ‘H’
LOANS AND ADVANCES (Unsecured considered good)
Advances recoverable in cash or in kind or
for value to be received
Advance payment of Income Tax
Deposits
Rs.
Rs.
69.10
310.35
–
379.45
379.45
Rs.
5.15*
1.25
16.11
22.51
Include Rs 0.01 crore due from an officer of the company (Maximum balance
due at any time during the period Rs 0.01 crore
ESTABLISHMENT AND OTHER EXPENSES
Payment to and Provision for employees
Salary. Wages and Bonus
Contribution to Provident Fund and other funds
Staff Welfare Expenses
0.24
0.04
0.05
Service Charges
insurance (Rs.3,189)
Lease Rent
Rent
Rates and Taxes
Other repairs (Rs 1,089)
Travelling Expenses
Audit Fees
Directors Fees (Rs 26,500)
Debenture Issue Expenses
Commitment Charges
General Expenses
SCHEDULE ‘M’
INTEREST
On Debentures
On fixed Loans
On Other Loans
0.33
0.73
–
0.02
0.61
0.02
–
0.39
0.02
–
18.17
0.40
1.50
22.19
Rs.
29.15
3.57
0.18
32.90
SCHEDULE ‘I’
CURRENT LIABILITIES
Sundry Creditors
Interest accrued but not due on loans
Other Liabilities
Unclaimed excess debenture application money
(Refer Note no.9)
Rs.
2.40
29.77
0.01
12.32
44.50
SCHEDULE ‘N’
NOTES AND CONTINGENT LIABILITIES
1.
2.
The Company was incorporated on 11th January 1988 and the Accounts are therefore
from 11th January 1988 to 31st March 1989 This being the first financial year of the
company. there are no corresponding figures for the previous year.
figures are shown in crores of rupees in accordance with the approval from the Company
Law Board Western Region Bombay figures less than Rs.50 000 have been shown at
actuals in brackets.
39
RELIANCE PETROCHEMICALS LIMITED
3. Estimated amount of contracts remaining to be executed on capital account and not
provided for (net of advances) as at 31st March, 1989.
202.66
(Rs. in crores)
4. Auditor’s Remuneration
a) Audit Fees
b)
For Certification matters (included under the head
Debenture Issue expenses).
5. Ouantitative information in respect of:
a) Purchases
b) Sales
ITEM
Linear Alkyl Benzene
Linear Alkyl Benzene
M.T.
5
5
6. Expenditure in foreign currency:
Technical Fees
Travelling Expenses
a)
b)
c) Debenture Issue Expenses
7. Earnings in foreign currency:
0.02
0.04
0.01
0.01
3.91
0.05
0.11
8.
Miscellaneous Income (Rs.16,753)
Particulars of expenditure incurred on employees who were in receipt of remuneration which
in the aggregate was not less than Rs.0.72 lacs per annum or Rs.0.06 Iacs per month.
For part ot the period
_
Number of employees
a) Salaries and Bonus
b) Contribution to Provident Fund and
Other Funds
c) Other Perquisites
38
0.15
0.03
0.03
10.
9. Refund of excess application money and unpaid calls on shares and
debentures are under reconcilation. The interest on calls-in-arrears will
be accounted for as and when received.
Income earned out of funds received to the extent pertaining to the Projects
has been adjusted against preoperative expenditure pending allocation.
The Company has been advised that such income does not form part ot
income liable to tax. Accordingly, the same has been excluded while
determining provision tor taxation.
11. Licensed and Installed Capacity:
Licensed
Capacity
Installed
Capacity
*60000 Tonnes
Under Implementation
Mono Ethylene
Glycol (MEG)
High Density
Polyethylene
(HDPE)
Poly Vinyl Chloride
(PVC)
* Based on Letter ot Intent.
12. As the company has not commenced any manufacturing activity, the
information required under paragraph 3, 4C and 4D ot Part II of Schedule
Vl to the Companies Act, 1956, has been given to the extent applicable.
Under Implementation
Under Implementation
100000 Tonnes
50000 Tonnes
As per our Report of even date
For and on behalf of the Board
For CHATURVEDI & SHAH
For RAJENDRA & CO.
Director Chartered Accountants Chartered Accountants
D.H. Ambani
Chairman
D. Chaturvedi
Partner
R.J. Shah
Proprietor
Bombay
Dated: 16th May, 1989
M.D. Ambani
A.D. Ambani
A.S. Dayal
Dr. R. Rajagopalan
S.A. Shroff
Y.P. Trivedi
Rohit C. Shah
Bombay
Dated: 16th May, 1989
Directors
Assistant Company Secretary
40
RELIANCE PETROCHEMICALS LIMITED
41
42
DEVTI FABRICS LIMITED
Regd. Office: 3rd Floor, Maker Chambers IV
222 Nariman Point
Bombay 400 021
43
44
DEVTI FABRICS LIMITED
DIRECTORS REPORT
DIRECTORS:
To The Members,
Your Directors present the Fifth Annual Report together with the Audited
Statement of Accounts for the financial year ended 31st March, 1989 (15
months)
OPERATIONS:
Your Company has incurred a loss of Rs.74.06 lakhs during the financial
year under review as against the loss of Rs.123.96 lakhs last year. Your
Company has cur tailed avoidable expenditure and due to intensified
marketing it was able to achieve better results.
DIVIDEND:
In view of the carr ied forward losses, your Directors have not proposed any
Dividend for the Financial Year under review.
ACCOUNTING YEAR
In order to facilitate compliance with requirement of Direct Tax Laws
Amendment Act 1987, the Company s accounting year has been changed to
31st March, 1989. The accounts under review have been prepared for a period
of 15 months ended on 31st March, 1989.
EXPANSION/MODERNISATION SCHEME:
Your Company s modernisation programme is progressing. Out of the plan
outlay of Rs.494 lakhs, the Company has spent Rs.432 lakhs uptil now and
renovated the Spinning Department. The modernisation would be completed
during the current financial year.
Shri Natubhai M. Sanghavi and Shri Kirti V Ambani retire by rotation in
accordance with the provisions of the Companies Act, 1956 and being eligible
offer themselves for reappointment.
AUDITORS:
Messrs. Rajendra & Company and Messrs. Chaturvedi & Shah, Char tered
Accountants retire at the ensuing Annual General Meeting and are recommended
for reappointment. The Auditors have, under Section 224(1) of the Companies
Act, 1956, furnished a Certificate of their eligibility for reappointment.
DEPOSITS:
The Company has not accepted any deposit from the public. Hence, no
information is required to be appended to this report.
PERSONNEL:
Information as per Section 217(2 A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules 1975 forming part of the Directors’
Report for the financial year ended 31st March, 1989 is annexed.
APPRECIATION:
Your Directors wish to place on record their appreciation of the devoted ser vices
rendered by the Executives, Staff and workers of the Company.
ANNEXURE TO DIRECTORS’ REPORT
STATEMENT OF PARTICULARS OF EMPLOYEES UNDER SECTION 217(2-A) OF THE COMPANIES ACT, 1956 AND FORMING PART OF THE DIRECTORS REPORT.
Sr. Name of the
No.
Age
Employee
Designation
(Years)
Gross
Remuneration
Rs.
Qualification
Experience
(Years)
Date of
Joining
Lest Employment
held
Designation &
period for which
post held
1. Shri H.N.R. Iyengar
2. Shri Sunil Shaw
3. Shri M.M. Mishra
59
42
57
Chief Manager
90,539
B.Sc.,
D.T.T.
Chief Engineer cum
Factory Manager
1,00,473
D.E. (Elec.)
1st Class
Spg. Supdt.
96,360
Matric
33
17
31
9.7.87
1.10.85
1.10.85
Textile
Consultant
Chef Manager
1 year
Reliance Inds. Ltd,
Sidhpur.
Chief Engineer
3 year 10 month
Reliance Inds. Ltd.,
Sidhpur
Spg. Master
3 years 9 months
NOTES:
1. All appointments are non-contractual and terminable by notice on either side.
2. Remuneration includes Salary, Allowances, Contribution to Provident Fund, Superannuation Fund, Taxable value of perquisites and ex-gratia payment.
3. None of the employees is related to any Director of the Company.
4.
Information about qualification and previous employment is based on particulars furnished by the concerned employee.
5. All the employees except Mr. H.N.R Iyengar were employees of Reliance Industries Limited, the Holding Company and their services have been transferred to the Company w.e.f. 1.10.1985
togather with all their past accumulated privileges.
6.
* Denotes for part of the year.
Registered Office :
3rd floor,
Maker Chambers IV,
222 Nariman Point,
Bombay 400 021.
Dated: 28th July.1989
For and on behalf of the Board
S. Natarajan
Vinod M. Ambani
Directors
45
DEVTI FABRICS LIMITED
AUDITORS’ REPORT
The Members of Devti Fabrics Limited
We have audited the attached Balance Sheet of DEVTI FABRICS LIMITED as
at 31st March, 1989 and the Profit & Loss Account of the Company for the period
ended on that date annexed thereto and report that:
1. As required by the Manufacturing and Other Companies (Auditors Report)
Order, 1988, issued by the Company Law Board 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.
2. Further to our comments in the Annexure referred to in paragraph 1 above,
we state 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.
In our opinion proper books of accounts as required by law have been
kept by the Company, so far as appears from our examination of such
books.
b)
c) The Balance Sheet and Profit and Loss Account referred to in this Report
d)
are in agreement with the books of account.
In our opinion and to the best of our information and according to the
explanations given to us, the said Balance Sheet and Profit and Loss
Account read together with the notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and
give a true and fair view:
i)
in so far as it relates to the Balance Sheet of the state of affairs of
the Company as at 31st March, 1989 and
in so far as it relates to the Profit and Loss Account of the Loss of
the Company for the period ended on that date.
ii)
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
R.J. SHAH
Proprietor
Bombay
Dated: 28th July, 1989.
D. CHATURVEDI
Partner
ANNEXURERE
RE: DEVTI FABRICS LIMITED
Referred to in Paragraph 1 of our Report of even datel
1. The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets. We are informed
that all the assets have been physically verified by the Management during
the period and that no material discrepancies were noticed On such
verification In our opinion, the frequency of such physical verification is
reasonable.
46
2. None of the fixed assets have been revalued during the period.
3. The stocks of finished goods, stores, spare parts and raw materials have
been physically verified by the Management during the period. In our opinion,
the frequency of such verification is reasonable.
4.
In our opinion, 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.
5. As explained to us, there were no material discrepancies noticed on physical
verification of the stocks and the same have been properly dealt with in the
books of account.
6.
In our opinion and on the basis of our examination of stock and other records
and after considering the method adopted for accounting of excise duty
referred to in Note No.7 of Schedule K to the accounts. In our opinion the
valuation of stocks is fair and proper and is in accordance with the
normally accepted accounting principles and is on the same basis as in the
preceding year.
7. The Company has taken an interest-free unsecured loan from the Holding
Company. It has not taken any other loan, secured or unsecured, from
companies, firms or other par ties as listed in the register maintained under
section 301 of the Companies Act, 1956 or from companies under the same
Management within the meaning of section 370(1B) of the Companies
Act.1956. The terms and conditions of the above loan are not, in our opinion,
prima facie, prejudicial to the interest of the Company.
8. The Company has not granted any loans, secured or unsecured to
companies, firms or other parties listed in the Register maintained under
section 301 of the Companies Act, 1956 or to companies under the same
Management within the meaning of section 370(1B) of the Companies
Act, 1956.
9.
In respect of loans and advances in the nature of loans given by the Company,
the parties have generally repaid the principal amounts as stipulated and
have also been regular in the payment of interest wherever applicable.
10. In our opinion and according to the information and explanations given to
us, there are adequate internal control procedures commensurate with the
size of the Company and the nature of its business with regard to purchases
of stores, raw materials including components plant and machinery,
equipment and other assets and for the sale of goods.
11. In our opinion and according to the information and explanations given to
us, there are no transactions of purchase of goods and materials and sale
of goods, materials and services made in pursuance of contracts or
arrangements entered in the registers maintained under section 301 and
aggregating during the year to Rs 50,000/- or more in respect of each party.
12. As explained to us, the company has a regular procedure for the
determination of unser viceable or damaged stores, raw materials and
finished goods. Adequate provision has been made in the accounts for the
loss arising on the items so determined.
13. The Company has not accepted any deposit from the public and consequently
the provisions of Section 58A of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975 are not applicable to the Company.
14. the Company has no by-products and in our opinion reasonable records
have been maintained by the Company for the sale and disposal of realisable
scrap wherever significant.
15. The Company has not formally introduced an internal audit system. Its
procedures, however, involve reasonable checking of its internal records.
DEVTI FABRICS LIMITED
16. The Central Government has prescribed maintenance of cost records under
section 209(1)(d) of the Companies Act, 1956 in respect of the manufacturing
activities of the Company. We have broadly reviewed the records in this
connection and are of the opinion that the prescribed accounts and records
have been made and maintained. However, no detailed examination of the
same has been carried out.
17. According to the records of the Company, Provident Fund and Employee
State Insurance dues have been regularly deposited with the appropriate
authorities .
18. According to the information and explanations given to us, no undisputed
amounts payable in respect of income-tax, wealth-tax, sales-tax, customs
duty and excise duty were outstanding as on 31st March, 1989 for a period
of more than six months from the date they became payable.
19. According to the information and explanations given to us, no personal
expenses of employees or Directors have been charged to revenue account
other than those payable under contractual obligations or in accordance
with generally accepted business practice.
20. The Company is not a sick industrial company within the meaning of clause(o)
of sub-section (1) of section 3 of the Sick Industrial Companies (Special
Provisions) Act, 1985.
21. In respect of the service activities of the Company:
(a) The Company has a reasonable system of recording receipts, issues
and consumption of stores commensurate with its size and the nature
of its business.
(b) The Company does not have any significant allocation of material in
respect of the processing activities carried out on job work basis.
(c) The Company has a reasonable system of allocating man-hours utilised
to the relative jobs commensurate with its size and nature of its business.
(d) There is a reasonable system of authorisation at proper levels and an
adequate system of internal control commensurate with the size of the
Company and the nature of its business on the issue of stores and
allocation of stores and labour to relative jobs.
22. In respect of the trading activities of the Company there were no goods in
damaged conditions at the end of Period, the value of which was significant.
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
R.J. SHAH
Proprietor
D. CHATURVEDI
Partner
Bombay
Dated: 28th July, 1989.
47
DEVTI FABRICS LIMITED
BALANCE SHEET AS AT 31ST MARCH, 1989
Schedule
Rs.
Rs.
Rs.
Rs.
As at
31.3.1989
(Rs. in lacs)
As at
31.12.1987
‘A’
‘B’
‘C’
‘D’
‘E’
‘F’
SOURCES OF FUNDS:
Shareholders’ Funds
Capital
Loan Funds
Secured Loans
Unsecured Loans (from Holding Company)
TOTAL
APPLICATION OF FUNDS:
Fixed Assets
Gross Block
Less: Depreciation
Current Assets, Loans & Advances
Current Assets
Inventories
Sundry Debtors
Cash & Bank Balances
Loans & Advances
Less: Current Liabilities a Provisions
Liabilities
Provisions
Miscellaneous expenditure
(to the extent not written off or adjusted)
Profit & Loss Account
TOTAL
21.01
21.01
21.01
21.01
556.08
135.00
451.40
126.63
213.00
19.09
103.33
335.42
28.55
363.97
172.40
0.92
173.32
691.08
712.09
448.61
135.00
384.83
70.48
583.61
604.62
324.77
314.35
158.79
60.83
17.13
236.75
10.96
247.71
77.85
2.22
80.07
190.65
167.64
0.12
196.55
712.09
0.14
122.49
604.62
Notes and Contingent Liabilities
‘K
As per our Report of even date
For and on behalf of the Board
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
R.J. Shah
Proprietor
Bombay
Dated: 28th July, 1989.
48
D. Chaturvedi
Partner
S. Natarajan
Vinod M. Ambani
Directors
PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH, 1989
Schedule
‘G’
‘H’
‘I’
‘J’
INCOME
Sales (Net)
Other Income
Variation in stock
EXPENDITURE
Purchases
Manufacturing & Other Expenses
Interest
Depreciation
Profit/(Loss) for the period
Add: Balance brought forward from last year Profit/(Loss)
Balance carried to Balance Sheet
Notes and Contingent Liabilities
‘K’
DEVTI FABRICS LIMITED
For the period
ended 31.3.1989
Rs.
Rs.
(Rs. in Lacs)
For the period
ended 31.12.1987
Rs.
Rs.
1307.23
235.46
13.82
79.52
1402.91
91.64
56.50
1343.81
43.14
(29.08)
1556.51
1357.87
51.24
1315.52
65.99
49.10
1630.57
(74.06)
(122.49)
(196.55)
1481.85
(123.98)
1.49
(122.49)
As per our Report of even date
For and on behalf of the Board
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
R.J. Shah
Proprietor
Bombay
Dated: 28th July, 1989.
D. Chaturvedi
Partner
S. Natarajan
Vinod M. Ambani
Directors
49
DEVTI FABRICS LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET
SCHEDULE ‘A’
SHARE CAPITAL
Authorised:
As at
31.3.1989
Rs.
(Rs In lacs)
As at
31.12.1987
Rs.
2,50,000 Equity Shares of Rs 10/- each
25.00
25.00
Issued & Subscribed:
2,10,070 Equity Shares of Rs 10/- each fully paid-up
(All the share are held by Reliance
Industries Limited the Holding Company)
21.01
21.01
SCHEDULE ‘B’
SECURED LOANS
Working Capital Loan from a Bank
Working Capital Term Loan from a Bank
Rupee Term Loan from Financial Institutions
Deterred Payment Liabilities
Interest accrued and due on above loans
As at
31.3.1989
Rs.
115.06
128.25
297.16
10.11
5.50
556.08
(Rs in lacs)
As at
31.12.1987
Rs.
121.85
135.00
172.00
14.28
5.48
448.61
NOTES:
1. Working Capital Loan and Working Capital Term Loan from Bank of Baroda are secured
against hypothecation of present and future stock of raw material, stocks-in-process,
finished goods, book debts, movable machineries including all stock and spare parts
belonging to the company at Sidhpur in the State of Gujarat save and except plant and
machinery purchased under modernisation scheme from the financial institutions referred
to in 2 below and are further guaranteed by Reliance Industries Ltd., the Holding Company.
2. Rupee Term Loans from financial institutions are secured by an exclusive first charge on
the plant and machinery purchased under the modernisation scheme.
3. Deferred Payment Liabilities guaranteed by Bank of Baroda are secured against
hypothecation of moveable machinery including all stock and spare parts both present
and future belonging to the company at Sidhpur in the State of Gujarat save and except
plant and machinery purchased under the modernisation scheme from the financial
institutions referred to in 2 above and are further guaranteed by Reliance Industries
Limited. the Holding Company.
The figures of secured loans include Rs 93.61 lacs repayable within one year.
4.
SCHEDULE ‘C’
FIXED ASSETS
Nature of Filed Assets
Buildings
Railway siding
Plant & Machinery
Electric installation
Factory equipments
Furniture & Fixtures
Vehicles
Advance against Capital Expenditure
As at
1.1.88
Rs.
15.93
0.38
324.32
17.01
2.96
2.83
1.03
20.37
TOTAL
384.83
Previous year
209.37
179.56
SCHEDULE ‘D’
CURRENT ASSETS
As at
31.3.1989
Rs.
Inventories (Valued at cost or market value whichever is lower
as certified by the Management)
Rs.
Stores spares dyes. chemicals etc.
Raw materials
Stock in process
Finished goods
Others (includes stock of discarded machinery
Rs. 1 27 lacs at Book Value)
17.72
75.44
46.54
71.71
1.59
(Rs In lacs)
As at
31.12.1987
Rs.
Rs.
15.87
36.89
69.75
34.34
1.94
213.00
158.79
Sundry Debtors (Unsecured considered good)
Over six months:
Others
4.26
14.83
0.91
59.92
C/f
19.09
232.09
60.83
219.62
50
GROSS BLOCK (AT COST)
DEPRECIATION
NET BLOCK
(Rs in lacs)
Additions
Deductions
Rs.
1.68
–
81.07
0.03
–
0.15
–
5.17
88.10
Rs.
–
0.38
0.78
–
–
–
–
20.37
21.53
4.10
As at
31.3.89
Rs.
17.61
–
404.61
17.04
2.96
2.98
1.03
5.17
451.40
384.83
Total upto
31.3.89
Rs.
1.48
–
120.98
3.03
0.54
0.34
0.26
–
126.63
70.48
As at
31.3.89
Rs.
16.13
–
283.63
14.01
2.42
2.64
0.77
5.17
324.77
314.35
As at
31.12.87
Rs.
15.14
0.34
257.32
15.08
2.61
2.62
0.87
20.37
314.35
B/f
Cash & Bank Balances
Cash on Hand
Balances with Scheduled Banks
In Current Accounts
In Fixed Deposit Accounts
(Lodged with Central Excise Authorities)
As at
31.3.1989
Rs.
Rs.
232.09
(Rs In lacs)
As at
31.12.1987
Rs.
Rs.
219.62
0.72
102.43
0.18
0.82
16.13
0.18
103.33
335.42
17.13
236.75
SCHEDULE ‘E’
SCHEDULE ‘I’
DEVTI FABRICS LIMITED
LOANS & ADVANCES (Unsecured considered good)
Advances recoverable in Cash or in Kind or for
value to be received
Deposits
Prepaid Expenses
Balance with Central Excise Authorities
As at
31.3.1989
Rs.
26.50
0.21
1.79
0.05
28.55
(Rs In lacs)
As at
31.12.1987
Rs.
8.52
0.21
0.50
1.73
10.96
SCHEDULE ‘F’
(Rs In lacs)
CURRENT LIABILITIES & PROVISIONS
Rs.
Rs.
As at
31.3.1989
As at
31.12.1987
Rs.
Rs.
CURRENT LIABILITIES
Sundry deposits
Sundry Creditors
Interest accrued but not due on loans
–
168.52
3.88
0.11
75.25
2.49
PROVISIONS
Gratuity & Superannuation funds
SCHEDULE ‘G’
OTHER INCOME
Processing charges
Profit on sale of assets (net)
Miscellaneous Income
SCHEDULE ‘H’
VARIATION IN STOCK
STOCK IN TRADE (at close)
Furnished Goods
Stock in process
Others
STOCK IN TRADE (at commencement)
Finished goods
Stock in-process
Others
172.40
0.92
173.32
77.85
2.22
80.07
For the period
ended 31.3.1989
Rs.
(Rs In lacs)
For the period
ended 31.12.1987
Rs.
216.76
1.85
16.85
235.46
31.88
0.13
11.13
43.14
For the period
ended 31.3.1989
Rs.
Rs.
For the period
ended 31.12.1987
Rs.
Rs.
71.71
46.54
0.32
34.34
69.75
0.66
34.34
69.75
0.66
118.57
104.75
71.93
61.80
0.10
104.75
13.82
133.83
(29.08)
MANUFACTURING AND OTHER
EXPENSES
Raw Material Consumed
Stock at commencement
Add: Purchases
Less: Sales
Less: Stock at close
MANUFACTURING EXPENSES
For the period
ended 31.3.1989
Rs.
Rs.
(Rs In lacs)
For the period
ended 31.12.1987
Rs.
Rs.
36.89
732.21
769.10
9.23
759.87
75.44
44.91
711.62
756.53
8.45
748.08
36.89
684.43
711.19
2.02
Carriage inward
48.30
Stores and spare parts
14.48
Dyes and chemicals
162.81
Electric power, fuel and water
4.31
Machinery repairs
Building repairs
1.36
Labour, processing and machinery hire charges 31.68
76.72
Excise duty
2.01
43.06
14.25
123.15
8.41
0.92
34.96
43.21
PAYMENTS TO AND PROVISIONS FOR
EMPLOYEES
Salaries, wages and bonus
Contribution to Provident Fund, Gratuity Fund,
Superannuation Fund,Employees State
Insurance Scheme, Pension Scheme, Labour
Welfare Fund etc.
Employees Welfare and Other Amenities
341.68
269.97
309.62
266.06
25.20
14.92
23.25
13.87
349.74
303.18
SALES & DISTRIBUTION EXPENSES
Samples, Sales Promotion and Advertisement
expenses
Brokerage and Commission
Packing expenses
Freight and forwarding charges
Octroi expenses
Sales Tax
ESTABLISHMENT EXPENSES
Insurance
Rent
Rates & Taxes
Other repairs
Travelling Expenses
Payment to Auditors
Directors Fees
General expenses
Charily & Donation
SCHEDULE ‘J’
INTEREST
Fixed Loans
Others (Net)
0.02
1.48
3.98
0.35
2.38
0.57
3.32
6.26
0.37
0.71
0.96
0.44
0.04
6.13
0.05
0.05
3.08
3.88
0.11
3.77
0.47
8.78
11.36
3.35
6.26
0.36
0.70
1.51
0.44
0.05
7.06
0.09
18.28
1402.91
19.82
1315.52
For the period
ended 31.3.1989
Rs.
(Rs In lacs)
For the period
ended 31.12.1987
Rs.
68.41
23.23
91.64
49.70
16.29
65.99
51
DEVTI FABRICS LIMITED
SCHEDULE ‘K’
NOTES AND CONTINGENT LIABILITIES
1. During the year the Company has changed its financial year from 31st December to 31st
March 1989 Accordingly the current financial year is also for a period of 15 months.
2. Previous year s figures have been regrouped/rearranged wherever necessary.
3.
The Company is a wholly owned subsidiary of Reliance Industries Limited. Necessary
applications have been made by the Company to the concerned authorities for transfer
of various licences and permits in its favour.
4. No provision for taxation has been made in view of losses incurred by the Company No
provision for Investment Allowance Reserve at present is made in the absence of taxable
Profits The same will be created out of future taxable Pro/its.
5.
Interest on other accounts (net) is arrived at after adjusting Rs 0 41 lacs being interest
received/receivable (Tax al source Rs 0.0 lacs)
6. Auditors Remuneration:
(a) Audit lees
(b) Tax Audit lees
31.3.1989
Rs.
0.31
0.13
0.44
(Rs in lacs)
31.12.1987
Rs.
0.31
0.13
0.44
7.
The company has been accounting liability for excise duty in respect of finished products
lying in factory premises as and when the same are cleared/debonded Accordingly,
estimated liability amounting to Rs 0 40 lacs in respect of such items at the end of
financial year has not been provided for in the accounts and hence not included in the
valuation of inventory.
8. Depreciation on assets has been provided for the entire financial year on straight-line
method at the rates prescribed by Schedule XIV to the Companies Act 1956 Depreciation
in respect of additions to and deductions from assets has been charged on pro-rata
basis with reference to the period of use of such assets Upto last year depreciation was
provided in accordance with the provisions of section 205(2)(b) of the Companies Act
1956 Had the Company continued the same practice during the current financial year
depreciation and the loss for the period would have been higher by Rs 7.23 lacs.
9. Contingent Liabilities:
31.3.1989
Rs.
(Rs. in lacs)
31.12.1987
Rs.
Estimated amount of contracts remaining to be executed on
Capital Account and not provided for
Outstanding guarantees furnished by Bankers
Bonds executed in favour of Excise & Customs Authorities
Claims against company not acknowledged as debt
10. Licenced & Installed Capacity
(As certified by the Management)
Licenced Capacity
31.3.89 31.12.87
211.63
130.72
4.19
2.19
3.00
3.00
0.61
1.50
Installed Capacity
31.3.89 31.12.87
Spindles
Looms
Nos.
Nos.
38368
490
38368
490
36456
490
35496
490
11. Production of finished Products meant for sale
Blended yarn
Fabrics
MT
Mtrs in lacs
12. Value of imports on CIF basis
13. Expenditure in foreign currency
31.3.89
119
86.89
Nil
Nil
31.12.87
244
78.28
Nil
Nil
31.3.1989
31.12.1987
14. Quantitative information:
(a) Opening stock
i) Finished Stocks
Yarn
Fabrics Mtrs in lacs
ii) Stock-in-process (Yarn)
iii) Others
MT
Quantity
Rs. in Quantity
lacs
34.34
69.75
0.66
18
1.91
3
4.90
Rs. in
lacs
71.93
61.80
0.10
(b) Closing Stock:
i)
Finished Stocks
Yarn
Fabrics
Stock-in-process (Yarn)
ii)
iii) Others
MT
Mtrs in lacs
4
5.15
18
1.91
71.71
34.34
46.54
0.32
69.75
0.66
(c) Purchases:
Fabrics
(d) Sales:
Yarn
Fabrics
(e) Raw material consumed:
Mtrs in lacs
6.62
79.52
4.14
51.24
MT
Mtrs. in lacs
133
90.27
134.63
1168.80
229
85.41
217.61
1126.20
Cotton
Fibre
Yarn
MT
MT
MT
–
729
190
80.93
279.96
323.54
–
846
165
60.07
357.00
294.12
15. Value of raw materials
consumed:
imported
Indigenous
16. Value of dyes & chemicals.
stores and spare parts
consumed:
Imported
Indigenous
17. Earning in foreign exchange
31.3.1989
31.12.1987
Rs. in lacs % of total Rs in lacs % of total
consumption
consumption
–
684.43
–
100.00
–
711.19
–
100.00
–
62.78
–
100.00
–
57.31
–
100.00
31.3.1989
Rs.
(Rs in lacs)
31.12.1987
Rs.
18.(a) Wreak-up of expenditure incurred on employees who
were employed throughout the period and were in
receipt of remuneration for the period which in
aggregate was not less than Rs.72 000 per annum
(previous year Rs 36,000)
Number of employees
2
Salaries and Bonus
Contribution to Provident Fund & Superannuation
Fund
Other Perquisites
(b) Break-up of expenditure incurred on employees who
were employed for a pan of the period and were in
receipt of remuneration for any pan of the year at a
rate which in aggregate was not less than Rs.6,000
per month (Previous year Rs.3,000)
Number of employees
1
1.30
0.32
0.35
Salaries and Bonus
Contribution to Provident Fund a Superannuation
Fund
Other Perquisites
0.67
0.11
0.12
4
6
2.54
0.60
0.66
1.40
0.31
0.23
As per our Report of even date
For and on behalf of the Board
For RAJENDRA & CO.
Chartered Accountants
For CHATURVEDI & SHAH
Chartered Accountants
R.J. Shah
Proprietor
Bombay
Dated: 28th July, 1989.
52
D. Chaturvedi
Partner
S. Natarajan
Vinod M. Ambani
Directors
TRISHNA INVESTMENTS & LEASINGS LIMITED
Regd. Office: 3rd Floor, Maker Chambers IV
222 Nariman Point
Bombay 400 021
53
54
TRISHNA INVESTMENT AND LEASINGS LIMITED
DIRECTORS REPORT
CHANGE IN ACCOUNTING YEAR
To The Members,
Your Directors have pleasure in presenting the 3rd Annual Report together with
the Audited Statement of Accounts for the financial year ended on 31st March
1989.
FINANCIAL RESULTS:
Profit before tax
Less:
Provision for Tax
Earlier years’ loss written off
Profit carried to Balance Sheet
(Rs. in thousand)
8183
2063
8
2071
6112
Dividend income received during the financial year amounted to Rs.8190
thousands.
In order to facilitate compliance with the requirement of Direct Tax Laws
Amendment Act 1987, the Company’s accounting year has been changed to 31st
March, 1989. The accounts under review have therefore been prepared for a
period of seven months ended on 31st March, 1989.
DEPOSITS:
The Company has not accepted any deposit from the public. Hence, no information
is required to be appended to this report in terms of Non-Banking Financial
Companies (Reserve Bank) Directions, 1977.
PERSONNEL :
The Company has not paid any remuneration attracting the provisions of
Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of
the Companies Act, 1956. Hence no information is required to be appended to
this report in this regard.
DIRECTORS:
DIVIDEND:
With a view to conserve the resources of the Company, the Board of Directors
have not recommended any dividend for the period ended 31st March, 1989.
As per the provisions of the Articles of Association, Shri V.T. Pai and Shri B.K.
Bhandary retire by rotation and being eligible offer themselves for reappointment.
AUDITORS:
The Auditors of the Company, Messrs. Chaturvedi & Shah and Messers. Rajendra
& Co. hold office until the conclusion of the ensuing Annual General Meeting and
are recommended for reappointment. The Company has received Certificates
from these Auditors to the effect that their reappointment if made, would be within
the prescribed limits under Section 224(1) of the Companies Act, 1956.
For and on behalf of the Board
V.T. Pai
B.K. Bhandary
Directors
F.N. Vajifdar
Bombay
Dated: 2nd August, 1989.
55
TRISHNA INVESTMENT AND LEASINGS LIMITED
BALANCE SHEET AS AT 31ST MARCH, 1989
Schedule
Rs.
Rs.
Rs.
Rs.
As at
31.3.1989
(Rs. in thousands)
As at
31.8.1988
SOURCES OF FUNDS:
Shareholders’ Funds
Capital
Reserves & Surplus
Loan Funds
Unsecured Loan
TOTAL
APPLICATION OF FUNDS:
Investments
Current Assets, Loans & Advances
Cash 8 Bank Balances
Loans and Advances
Less: Current Liabilities & Provisions
Current Liabilities
Provisions
Net Current Assets
Miscellaneous Expenditure
(to the extent not written off or adjusted)
Profit & Loss Account
TOTAL
‘A’
‘B’
‘C’
‘D’
‘E’
‘F’
Notes and Contingent Liabilities
‘H’
44
6112
467900
474056
474571
(519)
4
–
474056
51
1849
1900
356
2063
2419
11
–
–
11
–
(1)
4
8
11
2
–
2
3
–
3
As per our Report of even date
For and on behalf of the Board
For RAJENDRA & CO.
Chartered Accountants
R.J. Shah
Proprietor
V.T. Pai
B.K. Bhandary
F.N. Vajifdar
Directors
For CHATURVEDI & SHAH
Chartered Accountants
D. Chaturvedi
Partner
Bombay
Dated: 2nd August, 1989.
56
PROFIT & LOSS ACCOUNT FOR THE PERIOD 1ST SEPTEMBER, 1988 TO 31ST MARCH, 1989
TRISHNA INVESTMENT AND LEASINGS LIMITED
For the period
ended 31.3.1989
Rs.
Rs.
(Rs. in thousands)
For the period
ended 31.8.1988
Rs.
Rs.
Schedule
‘G’
INCOME
Dividend Income 8190
(Tax deducted at Source Rs.1849 thousands)
EXPENDITURE
Profit before tax
Less: Provision for taxation
Profit after tax
Add/Less: Balance brought forward from last year
Balance carried to Balance Sheet
Notes and Contingent Liabilities
‘H’
7
8183
2063
6120
(8)
6112
As per our Report of even date
For and on behalf of the Board
For CHATURVEDI & SHAH
Chartered Accountants
D. Chaturvedi
Partner
Bombay
Dated: 2nd August, 1989.
For RAJENDRA & CO.
Chartered Accountants
R.J. Shah
Proprietor
V.T. Pai
B.K. Bhandary
F.N. Vajifdar
Directors
3
(3)
–
(3)
(5)
(8)
57
TRISHNA INVESTMENT AND LEASINGS LIMITED
SCHEDULES FORMING PART OF THE BALANCE SHEET
SCHEDULE ‘E’
SCHEDULE ‘A’
SHARE CAPITAL
Authorised:
40,000 Equity Shares of Rs 10/- each
10,000 11% Non-Cumulative Redeemable Preference
Shares of Rs.10/- each
Issued & Subscribed & Paid-up
4,400* Equity Shares of Rs.10/- each fully paid-up
(Previous year 1,100 Equity Shares of Rs 10/-
each)
* of the above, 3,400 Shares are held by
Reliance Industries Limited, the holding
Company.
SCHEDULE ‘B’
RESERVES AND SURPLUS
Profit and Loss Account
SCHEDULE ‘C’
UNSECURED LOANS
From Holding Company
SCHEDULE ‘D’
OTHER INVESTMENTS: (QUOTED)
Investments - At Cost
39,00,000 Equity Shares of Rs.10/- each fully paid up of
Larsen & Toubro Limited
Quoted Investments - Cost
Market Value
As at
31.3.1989
Rs.
(Rs. in thousands)
As at
318.1988
Rs.
400
100
500
44
400
100
500
11
44
11
As at
31.3.1989
Rs.
(Rs. in thousands)
As at
31.8.1988
Rs.
6112
6112
–
–
As at
31.3.1989
Rs.
467900
467900
(Rs in thousands)
As at
31.8.1988
Rs.
–
–
As at
31.3.1989
Rs.
(Rs. in thousands)
As at
31.8.1988
Rs.
474571
474571
474571
395850
–
–
–
–
CURRENT ASSETS, LOANS AND ADVANCES
Current Assets
Cash and Bank Balances:
Cash on hand 4
Balance with a Scheduled Bank:
In Current Account
Loans and Advances
Tax Deducted at Source
SCHEDULE ‘F’
CURRENT LIABILITiES & PROVISIONS
Current Liabilities
Sundry Creditors
Other Liabilities
Provisions
For Taxation
As at
31.3.1989
Rs.
(Rs. in thousands)
As at
31.8.1988
Rs.
1
47
1849
1900
1
–
2
As at
31.3.1989
Rs.
(Rs in thousands)
As at
31.8.1988
Rs.
350
6
2063
2419
–
3
–
3
SCHEDULE FORMING PART OF THE PROFIT AND LOSS
ACCOUNT
SCHEDULE ‘G’
EXPENDITURE
Printing & Stationery
Directors’ Sitting Fees
Auditors’ Remuneration
Audit Fees
Certification and Consultation Fees
For the period
ended 31.3.1989
Rs.
1
1
(Rs. in thousands)
For the period
ended 31.8.1988
Rs.
–
1
5
–
7
1
1
3
SCHEDULE ‘H’
Notes forming part of the Balance Sheet and Profit and Loss Account for the period
ended on 31st March, 1989
1. During the year the Company became a public limited company by virtue of Section 43-A
of the Companies Act, 1956.
2.
3.
4.
5.
The current financial year is for a period of seven months whereas the previous year was
for a period of ten months The current year’s figures are to that extent not comparable.
Previous period figures have been regrouped and/or rearranged wherever necessary.
(a) Employees who are employed throughout the year and were in receipt of
remuneration for a period which in aggregate was not less than Rs.72,000/-
per annum
Rs.
NIL
(b) Employees who were employed for a part of the year and were in receipt of
remuneration for any part of the year at a rate which in aggregate was not less
than Rs.6,000/-
NIL
As the Company is not a manufacturing company, information in respect of manufacturing
activities required under para 3 and 4 of Schedule Vl of the Companies Act, 1956 is not
given.
As per our Report of even date
For and on behalf of the Board
For CHATURVEDI & SHAH
Chartered Accountants
D. Chaturvedi
Partner
Bombay
Dated: 2nd August, 1989.
58
For RAJENDRA & CO.
Chartered Accountants
R.J. Shah
Proprietor
V.T. Pai
B.K. Bhandary
F.N. Vajifdar
Directors
TRISHNA INVESTMENT AND LEASINGS LIMITED
AUDITORS’ REPORT
The Members of Trishna Investments and Leasings Limited.
We have audited the attached Balance Sheet of TRISHNA INVESTMENTS AND
LEASINGS LIMITED as at 31st March, 1989 and the Profit & Loss Account of the
Company for the period from 1st September, 1988 to 31st March, 1989 annexed
thereto and report that:
1. As required by the Manufacturing and Other Companies (Auditors’ Report)
Order, 1988, issued by the Company Law Board in terms of Section 227(4A)
of the Companies Act, 1956, we enclose in the Annexure a statement on the
matters specified inÜjÜparagraphs 4 and 5 of the said Order.
2. Further to our comments in the Annexure referred to in paragraph 1 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 accounts as required by law have been
kept by the Company, so far as appears from our examination of such
books.
c) The Balance Sheet and Profit and Loss Account referred to in this Report
are in agreement with the books of account.
d)
In our opinion and to the best of our information and according to the
explanations given to us, the said Balance Sheet and Profit and Loss
Account read together with the notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and
give a true and fair view.
i)
ii)
in so far as it relates to the Balance Sheet of the state of affairs of
theCompany as at 31st March, 1989 and
in so far as it relates to the Profit and Loss Account of the Profit of
theCompany for the period ended on that date.
3. The Company has received an interest free loan from the holding company.
According to the information and explanations given to us, and in our opinion,
the terms and conditions of the above loan are not prima-facie prejudicial to
the interest of the Company.
4. The company has not granted any loans, secured or unsecured to companies,
firms or other parties listed in the register maintained under section 301 of
the Companies Act, 1956 or to companies under the same management within
the meaning of Section 370(1B) of the Companies Act, 1956.
5. The Company has not given any loans or advances in the nature of loans
during the period.
6.
In our opinion and according to the information and explanations given to us,
the Company has not accepted any deposits as defined under section 58-A
of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules 1975 during the period under review.
7. Since the paid up capital of the Company is less than Rs.25 lacs and as it
has not commenced any trading or manufacturing activity, internal audit is
not required statutorily.
8.
In our opinion, the provisions of the Provident Fund Act and other relevant
Acts including Employees State Insurance Act, 1948 are not applicable to
the Company.
9. According to the information and explanations given to us, no undisputed
amounts payable in respect of Income-tax, Wealth-tax, Sales-tax, Excise Duty
and Customs Duty were outstanding as at 31st March, 1989 for a period of
more than six months from the date they became payable.
10. In our opinion and according to the information and explanations given to us,
no personal expenses have been charged to revenue account.
11. The Company is not a sick industrial company within the meaning of clause
(O) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special
Provisions) Act, 1985.
12. The Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. According to the information and explanations given to us, the provisions of
any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Society
are not applicable to the Company.
For CHATURVEDI & SHAH
Chartered Accountants
For RAJENDRA & CO.
Chartered Accountants
14. The Company has not dealt or traded in Shares, Securities, Debentures and
other Investments The Company’s investments are held in its own name.
D. CHATURVEDI
Partner
R.J. SHAH
Proprietor
For CHATURVEDI & SHAH
Chartered Accountants
For RAJENDRA & CO.
Chartered Accountants
Bombay
Dated: 2nd August, 1989.
D. CHATURVEDI
Partner
R.J. SHAH
Proprietor
ANNEXURE
Bombay
Dated: 2nd August, 1989.
RE: TRISHNA INVESTMENTS AND LEASINGS LIMITED
Referred to in Paragraph 1 of our Report of even date
1. As the Company had no Fixed Assets during the period, clauses 4(A) (i) and
(ii) of the said Order are not applicable.
2. Since the Company has not commenced any manufacturing and/or trading
activity, items (iii), (iv), (v), (vi), (x), (xi), (xii), (xiv) and (xvi) of clause A of
paragraph 4 of the aforesaid Order are not applicable.
59