decolight ceramics 2009-2010 (part-1) · 2011-03-23 · decolight ceramics limited 2 annual report...

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DECOLIGHT CERAMICS LIMITED Annual Report 2009-2010 1 BOARD OF DIRECTORS Mr. GM Pethapara - Chairman & Managing Director Mr. KM Pethapara - Jt. Managing Director Mr. JM Pethapara - Whole-time Director Mr. VM Vidja - Independent Director Mr. VA Kaila - Independent Director Mr. AH Bopaliya - Independent Director COMPANY SECRETARY Mr. Ramachandran Pillai AUDIT COMMITTEE Mr. VA Kaila Mr. VM Vidja Mr. AH Bopaliya AUDITORS SVK & ASSOCIATES Chartered Accountants, Ahmedabad. REGISTRAR AND TRANSFER AGENTS BIGSHARE SERVICES PVT. LTD. E-23, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai – 400 072 Tel: 91-22-28470652, Email: [email protected] BANKERS Bank of India, Morbi HDFC Bank Ltd., Morbi Punjab National Bank, Morbi ING Vysya Bank Ltd., Rajkot State Bank of India, Morbi REGD. OFFICE B/h. Romer Ceramics, Old Ghuntu Road,Morbi – 363 642. CORPORATE OFFICE B/h. Romer Ceramics, Old Ghuntu Road,Morbi – 363 642. FACTORY LOCATIONS VITRIFIED TILES : Survey No. 650 & 651 P, Old Ghuntu Road, Morbi – 363 642. ACP UNIT : Survey No. 651 P, Old Ghuntu Road, Morbi – 363 642. WINDMILLS : M-15 & M-38, Survey No. 84/P & 114/P, Village Khadoli, Tal.: Abdasa, Kutch. T-1, Survey No. 283, Village Motti Sindhodi, Tal.: Abdasa, Kutch. PHONE NO. : +91-2822-241156, +91-2822-241988 FAX NO. : +91-2822-241225 EMAIL : [email protected]; [email protected] WEBSITE : www.decocovering.com Corporate Information Chairman’s Message .............................................. 2 Directors’ Report .................................................... 5 Corporate Governance Report ............................. 16 Practicing Company Secretary’s Certificate on ...... 29 Auditors' Report .................................................. 31 Annexure to Auditors Report ............................... 32 Balance Sheet ...................................................... 36 Profit and Loss Account ....................................... 37 Cash Flow Statement ........................................... 38 Schedules to the Accounts ................................... 39 Balance Sheet Abstract ......................................... 59 Contents

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Page 1: DECOLIGHT CERAMICS 2009-2010 (Part-1) · 2011-03-23 · DECOLIGHT CERAMICS LIMITED 2 Annual Report 2009-2010 On behalf of the Board of Directors of Decolight Ceramics Limited and

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Annual Report 2009-2010 1

BOARD OF DIRECTORS Mr. GM Pethapara - Chairman & Managing DirectorMr. KM Pethapara - Jt. Managing DirectorMr. JM Pethapara - Whole-time DirectorMr. VM Vidja - Independent DirectorMr. VA Kaila - Independent DirectorMr. AH Bopaliya - Independent Director

COMPANY SECRETARY Mr. Ramachandran Pillai

AUDIT COMMITTEE Mr. VA KailaMr. VM VidjaMr. AH Bopaliya

AUDITORS SVK & ASSOCIATESChartered Accountants, Ahmedabad.

REGISTRAR AND TRANSFER AGENTS BIGSHARE SERVICES PVT. LTD.E-23, Ansa Industrial Estate, Sakivihar Road,Saki Naka, Andheri (E), Mumbai – 400 072Tel: 91-22-28470652, Email: [email protected]

BANKERS Bank of India, MorbiHDFC Bank Ltd., MorbiPunjab National Bank, MorbiING Vysya Bank Ltd., RajkotState Bank of India, Morbi

REGD. OFFICE B/h. Romer Ceramics, Old Ghuntu Road,Morbi – 363 642.

CORPORATE OFFICE B/h. Romer Ceramics, Old Ghuntu Road,Morbi – 363 642.

FACTORY LOCATIONSVITRIFIED TILES : Survey No. 650 & 651 P, Old Ghuntu Road, Morbi – 363 642.ACP UNIT : Survey No. 651 P, Old Ghuntu Road, Morbi – 363 642.WINDMILLS : M-15 & M-38,

Survey No. 84/P & 114/P,Village Khadoli,Tal.: Abdasa, Kutch.

T-1, Survey No. 283,Village Motti Sindhodi,Tal.: Abdasa, Kutch.

PHONE NO. : +91-2822-241156,+91-2822-241988

FAX NO. : +91-2822-241225

EMAIL : [email protected];[email protected]

WEBSITE : www.decocovering.com

Corporate Information

Chairman’s Message .............................................. 2

Directors’ Report .................................................... 5

Corporate Governance Report .............................16

Practicing Company Secretary’s Certificate on ......29

Auditors' Report ..................................................31

Annexure to Auditors Report ...............................32

Balance Sheet ......................................................36

Profit and Loss Account ....................................... 37

Cash Flow Statement ...........................................38

Schedules to the Accounts ...................................39

Balance Sheet Abstract .........................................59

Contents

Page 2: DECOLIGHT CERAMICS 2009-2010 (Part-1) · 2011-03-23 · DECOLIGHT CERAMICS LIMITED 2 Annual Report 2009-2010 On behalf of the Board of Directors of Decolight Ceramics Limited and

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Annual Report 2009-20102

On behalf of the Board of Directors of Decolight

Ceramics Limited and on my personal behalf, I

extend a warm Welcome to the Eleventh Annual

General Meeting of the company.

In the beginning of the financial year 2009-10, there

remained greater optimism about India's growth

prospects. Now, as per the Government's estimates,

the Indian economy registered a growth of 7.4 per

cent in 2009-10 driven by robust performance of

the manufacturing sector on the back of

government and consumer spending.

Industry Scenario

VITRIFIED TILESCeramic Tiles, which includes Vitrified Tiles, is one

of the Building materials and its growth is dependent

on the real estate and construction activities

undergoing in the economy. Due to the global

economic slowdown and the liquidity crunch faced

by contractors and developers, activities on these

important sectors of the Indian economy declined

substantially during year 2008-09. Though the

recessionary conditions that prevailed in the

economy year ago had retarded the growth of the

real estate and construction industry, the year 2009-

10 witnessed improved real estate and construction

activities.

Vitrified Tiles, being one of the constituents building

materials for construction activities and one of the

important sectors in the Ceramic Industry, is

expected to constitute the size of Rs 2500 Cr out

of the Rs 8000 Cr Indian Ceramic Industry. The

Chairman’s Message

Greetings from Deco Group!

production capacity of Vitrified Tiles has been

increased to 3,20,000 sq mtrs per day contributed

by about 40 units which in the year 2008-09 stood

at 2,90,000 sq mtrs per day and 35 units

respectively. On global front, the consumption per

head of ceramic tiles comes to 3 to 4 sq mtr in

Europe, 1.8 sq mtr in China and 0.25 sq mtr in

India.

Taking cue from the Government's ambitious

projects lined up for the Eleventh Plan period, the

demand for construction is expected to grow by at

least 8-9%. Besides, the steps taken by the

Government of India, growing disposable income,

and the robust growth in housing loan demand

cumulatively show that real estate and construction

activities are poised for better growth in the periods

ahead. Being integral part of the economy, it is

expected that, real estate and construction industry

would see strong recovery and growth on account

of the current tempo of developments in the

country in industrialization, urbanization, economic

development and people's rising expectations for

improved quality of living. Therefore, the prospects

for the company's Vitrified Tiles business appear

to be bright and encouraging.

ALUMINIUM COMPOSITE PANELSFind use in Airport, Shopping Malls, Big Buildings

and even in residential premises structure. Owing

to high awareness of environmental concerns, the

recent trend is that more and more people now

opt for green materials. The growth in real estate

is happening in a big way with more and more

“Determination, patience and courageare necessary to improve any situation;fearing the winds of adversitydoes not make senseas a kite risesagainst the wind rather than with it”

Girishbhai M. Pethapara(Chairman & Managing Director)

Page 3: DECOLIGHT CERAMICS 2009-2010 (Part-1) · 2011-03-23 · DECOLIGHT CERAMICS LIMITED 2 Annual Report 2009-2010 On behalf of the Board of Directors of Decolight Ceramics Limited and

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Annual Report 2009-2010 3

residential buildings being constructed, where the

demand for interior and exterior cladding operations

is on increasing trend. Aluminium Composite

Panels being a green material in construction

activities and customers are willing to accept green

and energy-efficient products; the introduction and

use of this product in residential premises structures

is gaining momentum and gradually would pick

up in the periods ahead.

GREEN POWERWind energy, with an average growth rate of 30%,

is the fastest growing source of renewable energy

in the world. Wind energy has demonstrated its

potential as a reliable and cost-effective source of

clean energy and economic development world

over. The Global Wind Energy Council in a recent

study produced in partnership with Indian Wind

Turbine Manufacturers Association predicts that the

wind energy potential can be as high as 2,31,000

MW, more than five times the government's

estimate. With such potential, the wind energy

sector is currently developing rapidly.

Operational PerformanceDuring the year under review, your company could

post an increase of 20% in sales turnover and the

net sales / income from operations stood at Rs

8749 lakhs as against Rs 7272 lakhs in the year

2008-09. On green power generation front, during

the year under review the company could generate

81.31 lakh units as against the previous year figure

of 78.02 lakhs units of wind power. The total

revenue implication is Rs 549.69 lakhs as against

Rs 404.79 lakhs of previous year. However, due to

rising input cost, intense competition in the vitrified

tiles segment and pricing pressures, realizations

and revenues were impacted resulting in a loss of

Rs 135.64 lakhs after tax as compared to the profit

after tax of Rs 282.24 lakhs during year 2008-09.

With the objective of reducing the cost of production

and at the same time not compromising with

quality, the company plans to import new coal stove

plant during 2010-11. Enhancing the production

capacity so as to manufacture 16,000 SMPD from

the existing 12000 SMPD looking to the robust

growth in the construction activities nowadays is

also planned. While the company has already

launched double charged vitrified tiles based on

the latest technology in the second week of April,

2010, adoption of Nano Technology for

manufacture of Nano Quality Vitrified Tiles is also

envisaged. It is believed that with these initiatives,

the company will be able to serve more customers,

increase customer base and offer products fortified

with improved quality and thus grow competitively

in the periods ahead.

Clean Development MechanismProjectAs part of environmental programmes, the

Company was contemplating development of

three Clean Development Mechanism Projects

involving a) 4.6 MW Wind Power Project; b) Fuel

switch from fossil fuel based producer gas to Natural

Gas; and c) Fuel switch over from fossil fuel to

biomass. In this context, I am pleased to inform

that the Company has received Host Country

Approval from the Ministry of Environment &

Forests, New Delhi, for all these projects. The

Projects are under Third Party evaluation at present

and it is anticipated that it would take some more

time to complete the entire procedural formalities

before being eligible to get registration from United

Nations Framework Convention on Climate

Change.

Marketing OutlookThe Building Materials segment which includes

vitrified tiles and aluminium composite panels are

likely to maintain its growth momentum as currently

construction activities on a number of projects are

on full swing coupled with renewed focus of

builders on premium / luxury housing projects. Riding

on the back of the robust growth in housing loan

demand, the housing sector is poised for a better

growth due to many factors such as growing

disposable income and steps taken by the

government to promote the housing sector. The

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Annual Report 2009-20104

company follows a dual marketing strategy

including direct sales and marketing as well as

through dealers and distributors. With the objectives

of increasing awareness, consumer interest and

steady retail marketing, the company also plans

to open up a couple of state-of-the-art display

centers in Metro cities which will be operated

through franchise agreements. The presence of a

large domestic population, along with the increase

in per capita income on the back of sustained

economic growth over the past few years is

expected to provide enough of a demand stimulus

to ensure continued economic growth for India.

Therefore the company's outlook for its vitrified

tiles appears to be encouraging.

Increasing the penetration level is one of the

cardinal requirements for the company to grow and

sustain. Penetration on a deeper scale has therefore

been planned with the plans of further exploring

potential sales points where representative display

centres can be set up, strengthening and realigning

the sales force in the marketing wing towards

exceeding customers expectations, further

strengthening delivery channels, launching new

products and increasing authorized retail network,

exploring presence in smaller geographies, etc.

In this context I am pleased to inform that the

Company successfully launched Double Charged

Vitrified Tiles based on the latest technology in

Vitrified Tiles. Tiles made out of this latest

technology bring in natural design on vitrified tiles

through powder technology. It also affords the

customers the option of choosing unlimited designs

and patterns. With the successful launching of

this product in the last week of April, 2010, the

company anticipates to get more responses in the

future as much better life span, natural design and

print nature are the basic properties of this product.

While the Indian economy is expected to record

more than 8 per cent GDP growth for the next

three years, it is anticipated that infrastructure will

continuously be the focal point for the Nation and

so the real estate and construction sector will see

strong recovery and growth.

Corporate GovernanceYour Company is committed to the continued

adoption and adherence to good Corporate

Governance practices as the Company continues

to believe that implementing good corporate

governance practices add value and thus

contribute to the overall performances.

Investor RelationsThe investors' relations were cordial during the year

under review. There were two complaints from

investors during the year under review for which

credit goes to Bigshare Services Pvt. Ltd., the

existing Registrar & Share Transfer Agent, who have

recently launched Gen-Next Investor Module i'Boss

the most advanced tool to interact with

shareholders. Please log on to i'Boss

(www.bigshareonline.com] and help them serve

you better.

ConclusionFinally, I convey my sincere gratitude to all

shareholders and stakeholders of the Company. I

also wish to place on record the support of Board

Members, Customers, Business Associations and

Employees of the Company and the cooperation

extended by the government and look forward the

same in the future too.`

On behalf of the Board of Directors of the

Company, my best wishes for the periods ahead!

Girishbhai M PethaparaChairman and Managing Director

Place : MorbiDate : 30th August, 2010

Page 5: DECOLIGHT CERAMICS 2009-2010 (Part-1) · 2011-03-23 · DECOLIGHT CERAMICS LIMITED 2 Annual Report 2009-2010 On behalf of the Board of Directors of Decolight Ceramics Limited and

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Annual Report 2009-2010 5

Directors’ ReportTo,

The Members of Decolight Ceramics Limited

Your Directors are pleased to present their report

on the working of the company along with the

Audited Accounts for the year ended 31st March,

2010:

Financial PerformanceThe details of the financial performance of the

company are appearing in the Balance sheet,

Profit & Loss Account along with other financial

statement.

Highlights are as under:-

(Rs. In lacs)

Particulars 2009-10 2008-09

Total Income from operations 8749.25 7272.15

Profit before considering

Exceptional items, Interest,

Depreciation and Taxation 1053.85 1439.73

Less: Interest & Financial

Charges 772.75 649.44

Less: Depreciation 521.85 482.70

Profit / (Loss) before

considering Exceptional

Items and Tax (240.75) 307.59

Less: Exceptional Items 38.44 96.48

Profit/(Loss) after exceptional

items and before taxation (279.19) 211.11

Provision for taxation (143.55) (71.13)

Profit / (Loss) after Tax (135.64) 282.25

Less: Prior period items 0.17 17.74

Add: Balance of Profit

brought forward from

previous year 2115.64 1851.13

Profit available for

appropriation 1979.83 2115.64

Appropriation to: -- --

Proposed Dividend on

Equity Shares -- --

Balance Carried over to the

Balance Sheet 1979.83 2115.64

DividendYour directors do not recommend any dividend for

the year 2009-10 due to unsatisfactory financial

performance.

Business PerformanceAfter the severe slowdown witnessed in 2008-09

on account of recession the world over, the year

2009-10 turned out to be year of recovery.

Spurred by the economic revival in the domestic

market, for the year ended 31st March, 2010, the

company could post an increase of 20% in sales

turnover and the net sales / income from

operations stood at Rs 8749 lakhs as against Rs

7272 lakhs in the year 2008-09. On green power

generation front, during the year under review the

company could generate 81.31 lakh units as

against the previous year figure of 78.02 lakhs

units of wind power. The total revenue implication

is Rs 549.69 lakhs as against Rs 404.79 lakhs of

previous year.

However, to come out of the recession situation

as prevailed in year 2008-09, the company

opened up about 32 representative sales depots

in different part of the country involving

substantial expenditure in the initial year of set up

with the hope of augmenting sales and increasing

operating and net profit margins. Some of the

depots however turned out to be non-viable which

had partly contributed the company incurring

losses. The management has now decided to

close down the non-viable depots. Besides, to

compete with the competition in the wake of

increase in capacities, the company had to reduce

the prices of the products which impacted

realization and margin. With continuous focus on

improving all round efficiencies and lowering costs,

Board of Directors anticipates profitability and

growth during year 2010-11.

During the year under review, the Company's

vitrified tiles production capacity stood at 12000

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Annual Report 2009-20106

sq. mtrs. per day. There was no capacity addition

during the year.

Following is the Company's year wise Turnover for

the last five years.

TURNOVER IN RS. IN LACS

4012

5110

8123

7272

8749

2005-06

2006-07

2007-08

2008-09

2009-10

Corporate highlights

Capacity Expansion:

The current capacity of the company's

manufacturing facilities for the production of

vitrified tiles stand at 12000 sq. mtrs per day. There

was no capacity expansion during the year under

review. The present capacity of production is

running on maximum efficiency.

Looking to the robust growth in construction

activities nowadays, the management has the plan

to enhance the production capacity to 16,000

smpd.

Green Power

On Windmill Power Generation front, your

directors are pleased to inform that the company

has already installed and commissioned two WTG

of 1.25MW each and another one WTG OF 2.10

MW at Village: Kadoli, Tal.: Abdasa, Dist.: Kutch,

Gujarat, whereby taking the total Wind Mill Power

Generation capacity to 4.60 MW. The gross

generation of green power comes to 81.31 lakh

units for the year under review as against 78.02

units during year 2008-09. Units generated

thereat have been wheeled or banked through

State grids.

Environmental Priorities

As part of environmental programme, the

Company was contemplating development of

three Clean Development Mechanism Projects

involving a) 4.6 MW Wind Power Project; b) Fuel

switch from fossil fuel based producer gas to

Natural Gas; and c) Fuel switch over from fossil

fuel to biomass. It was earlier expected that the

projects become fully functional before 31st

March 2009. In this context, the Company has

received Host Country Approval from the Ministry

of Environment & Forests, New Delhi, for all these

projects in August - October 2008. While the

Projects are under Third Party evaluation at

present, it is anticipated that it would take some

more time to complete the entire procedural

formalities before being eligible to get registration

from United Nations Framework Convention on

Climate Change.

Aluminium Composite Panel

Aluminum Composite Panels (ACP) is one of the

constructions related innovative products being

used to decorate outer front of the commercial

complexes, Air ports and other commercial

buildings. The Company has started Commercial

Production of its Aluminium Composite Panel

(ACP) Unit in the last week of May 2008. The

present capacity of the unit is 25,000 Sq. Ft. per

day. With the signs of revival of the economy

already in place, I am confident that avenues for

growth and development in this new area of

business for the company will be available in the

coming periods.

Share capitalWith the completion of the Initial Public Offering

of equity shares in June 2007, presently the

company's total issued, subscribed and paid up

capital stands at Rs 18,33,54,440. The company's

shares have been listed in the Bombay Stock

Exchange Ltd. and The National Stock Exchange

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Annual Report 2009-2010 7

Ltd. Your Directors confirm that all due Annual

Listing Fees and Annual Custodial Fees have been

paid.

During the year under review the company

increased its authorized share capital base from

Rs 25 Crores divided in to equity shares of Rs 10

each to Rs 100 Crores divided in to equity shares

of Rs 10 each.

Allotment of equity convertiblewarrantsDuring the year under review, pursuant to the in

principle approval under clause 24(a) of the listing

agreement received by the company from BSE and

NSE, dated 18.11.2009 and 27.11.2009

respectively, the company allotted 28,237,500

equity convertible warrants on 8th December,

2009 to non-promoters at allotment money of Rs

2.75 including a premium of Re 0.25 per warrant

in conformity with SEBI (ICDR) Regulations, 2009

for preferential issue. The tenure of conversion

of the warrants is eighteen months from the date

of allotment of warrants.

Fixed depositsYour Company has not invited/accepted any Fixed

Deposits within the meaning of Section 58A of the

Companies Act, 1956 and the Rules made there

under.

Awards And RecognitionsApart from receiving the certificate / shield from

the Supdt. of Central Excise, Morbi Range, Morbi,

dated 12.05.2009 for acquiring the 2nd position /

4th position among all the vitrified tiles units / all

the tiles units, for Central Excise duty payment for

the year 2008-09; the Company has not received

any award or recognition during the year under

review.

Health, Safety, and Environment :The Company is taking continuous steps and also

developing environment friendly processes for

effective resource management with specific focus

to energy, water and basic raw materials.

Monitoring and periodic review of the HSE

Management System is done on a continuous

basis. The Company is committed to strengthen

pollution prevention and strives to provide a safe

and healthy environment. The Company has

implemented a Management System complying

with the requirements of ISO 14001:2004 for

manufacturing of Vitrified Tiles.

QualityThe company's products undergo different quality

parameter checking and the company continues

to focus on delivering products and services that

consistently meet customers' expectations. Quality

consciousness through continual development and

improvement of its all processes, procedures and

systems has been inculcated throughout the plant

of vitrified tiles unit. The Company has

implemented a Management System complying

with the requirements of ISO 9001: 2008 for

manufacturing, supply and export of vitrified tiles.

Management Discussion and Analysis ReportManagement Discussion and Analysis Report as

required under the Listing Agreement with the

Stock Exchanges is attached as Annexure 'A'.

DirectorsYour Directors wish to place on record that Dr

KN Maiti, Mr Gaurang Thoriya, and Mr Rajendra

Dhamasana, Directors of the Company, have

resigned from directorship during May 2009,

October 2009 and January, 2010 respectively.

Your Directors wish to record their deep

appreciation for the services rendered by them as

Directors of the company.

Your Board appointed Mr Vijaybhai Maganlal Vidja

and Mr Vasant Avacharbhai Kaila as Additional

Directors with effect from 19th June, 2009 and

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Annual Report 2009-20108

they have been appointed as regular Directors

(Independent) in the Annual General Meeting held

on 7th of September, 2009.

Also the Board appointed Mr Ashvin H Bopaliya

as Additional Director, on 1st January, 2010 and

he holds the office up to the date of the

forthcoming Annual General Meeting. Notice

pursuant to Section 260 of the Companies Act,

1956 has been received by the company from a

Member proposing his candidature as Director.

Considering that the Company will benefit from

his continuance as Director, his appointment is

being recommended.

In accordance with the provisions of the

Companies Act, 1956 and the Articles of

Association of the Company, Shri Kantibhai M

Pethapara, Director, and Shri Vijaybhai Maganlal

Vidja, Director, retire by rotation at the forthcoming

Annual General Meeting and are eligible for

reappointment.

Appropriate resolutions for the appointment of the

aforesaid Directors are being moved at the ensuing

Annual General Meeting for your approval.

Corporate GovernanceThe disclosures as required under the Corporate

Governance have been furnished as part of this

report. The Company has taken the requisite steps

to comply with the recommendations concerning

Corporate Governance. A report on Corporate

Governance together with a certificate of

compliance from the Practising Company

Secretary, forms part of this report.

Directors’ Responsibility StatementPursuant to the requirements under section

217(2AA) of the Companies Act, 1956, the Board

of Directors of the Company hereby state and

confirm that

(a) In the preparation of the annual accounts,

the applicable accounting standards have

been followed along with proper

explanations relating to material departure;

(b) The Directors have selected such accounting

policies and have applied them consistently

and have made judgments and estimates

that are reasonable and prudent so as to give

a true and fair view of the state of affairs of

the Company at the end of the financial year

and of the loss of the Company for the year

under review;

(c) The directors have taken proper and sufficient

care for the maintenance of adequate

accounting records in accordance with the

provisions of the Companies Act, 1956 for

safeguarding the assets of the Company and

for preventing and detecting fraud and other

irregularities;

(d) The Directors have prepared the annual

accounts on a going concern basis.

Auditors:SVK & Associates, Chartered Accountants,

Ahmedabad, Firm No. 118564W, the Auditors of

the Company, retire at the ensuing Annual

General Meeting and being eligible, offer

themselves for reappointment. The Company has

received a copy of valid Peer Review Certificate

issued by ICAI Board and letters from auditors to

the effect that their reappointment, if made,

would be within the prescribed limits under Section

224(1B) of the Companies Act, 1956 and that they

are not disqualified for such reappointment within

the meaning of Section 226 of the said Act. The

observation of the auditors referred to in the

Auditors' Report have been suitably explained in

the Notes on Accounts.

InsuranceAll the assets of the Company are adequately

insured and the policies are valid and subsisting.

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Annual Report 2009-2010 9

Particulars Of The Employees:Particulars of employees in accordance with

provisions of Section 217 (2A) of the Companies

Act, 1956, read with Companies (Particulars of

Employees) Rules, 1975, as amended, are not

given as none of the employees qualify for such

disclosure.

Conservation of Energy, TechnologyAbsorption and Foreign ExchangeEarning and Outgo

A) Conservation of Energy

a) Energy Conservation measures taken:

Your Company continues to be committed to

energy conservation in its manufacturing

operations.

Cost Accounting Records

Your Company is required to maintain cost

accounting records in respect of wind power

generation business and the Company has

complied with the above requirement for the

year ended 31st March 2010.

Energy Audit

During the year under review, the company

undertook energy audit from the

Government approved qualified energy

auditors M/s. Dev Engineers, Ahmedabad.

The Company implemented the various

suggestions given by the energy auditors

during the year under review.

b) Some significant Energy conservation

measures implemented in the recent past

are:

1. The company continues to maintain monthly

average power factor towards saving in

electricity cost.

2. All the three wind mills of the company have

been functioning aggregating to a total

capacity of 4.6 MW. Units generated thereat

have been wheeled or banked through State

grids which augur well towards reduction in

energy cost.

3. The Company continues to reduce the

firing cost of Tiles driers by effective recovery

of waste heat for using in Roller Kilns and

for this the company on a regular basis

identified leakage points and necessary

prevention / rectification is done / being

done .

4. The Company made regular maintenance to

plant and machinery in addition to design

modifications in the machinery and allied

equipments to aid in conservation of energy

and improvement in operational efficiency.

5. The instructions of the energy auditor have

been disseminated throughout the vitrified

and aluminium composite panels plants with

the objective of creating awareness towards

effective conservation of energy and

reduction of costs.

6. The Company also uses the energy saving

techniques by using the waste steam

converting into vapors and then reusing the

same in cooling and filtering the Coal gas.

7. To reduce the company's Spray Dryer fuel

cost further, the company is in the process

of importing a new Coal Stove.

c) Impact of the measures

Total fuel cost during the year was

Rs.2764.85 lacs while the same was Rs.

2630.83 lacs in the last year. During the

year under review the company could

generate 81.31 lakh units of wind power

against 78.02 lakhs units of wind power in

previous year. The total revenue implication

is Rs 549.69 lakhs as against Rs 404.79 lakhs

of previous year.

Following are the details of power cost per ton of

production:

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Annual Report 2009-201010

way for efficient use of resources and

increase in production / productivity.

The company is continuously studying

through its R&D wing to further save in

the KILN cycling time.

3. Regular overhauling and upgrading of

the machinery resulted in improvement

in capacity utilization of machineries to

the extent of 12%.

4. Routine and Preventive Maintenance

carried out to its Auxilassing Calibrating

Machine reflected improved quality

and product life in the products of the

company in addition to reduction in the

consumption of abrasives and

electricity.

5. The company uses CNG in its

manufacturing facilities which promote

environmental cleanliness, leads to

more efficiency and less polluting.

6. The above measures continue to

contribute conservation of resources

and reduction in pollution and costs,

productivity enhancement, improved

product quality and eco-friendly

products.

Future Plan of action

1. Replacing the old technology polishing

line with the latest technology and

longer length polishing line. This will

contribute to improvement in quality,

reduction in energy consumption,

saving in working hours, and reduced

use of abrasives leading to cost savings

in production.

2. Introduction of Nano Technology

backed machinery for manufacturing of

high Nano quality Vitrified Tiles.

Year Production Total Power Power cost(Tons) Cost incurred per ton / Rs

/Rs(Net of (Net of windwind power) power)

Vitrified Tiles Unit / MT

2005-06 33466 128,247,057 3832.16

2006-07 40583 161,802,924 3986.96

2007-08 53928 212,304,984 3936.75

2008-09 47159 221,340,254 4693.00

2009-10 61981 220,078,014 3550.73

Aluminium Composite Panels Unit / Sq Mtr

2008-09 31890 Sq/Mtr 12,63,249 39.61/Sq Mtr

2009-10 40703 Sq/Mtr 14,38,241 35.34/Sq Mtr

B) Technology absorption:Efforts made in technology absorption:

a) Research & Development (R & D)

1. The Company continues to pursue its

research and development efforts in the

areas of product concept development,

raw material usage giving priority to

local contents and product features and

product quality improvement, reduction

in the Kiln cycling time of Vitrified

Tiles, etc. and is adequately equipped

with its own R&D Department with

qualified manpower.

Benefits derived as a result of the above

R & D

1. During the year under review, the

company continued to use local clay

and for this the Company has been

receiving cooperation from Central

Glass & Ceramic research Institute

(CGCRI), Naroda, Ahmedabad, for the

development of local Indian clay.

Consequently, local contents of the

product increased and import of

Ukraine Clay becomes nil.

2. The KILN cycling time of tiles was 55

minutes previously which has been

reduced to 45 minutes whereby paving

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Annual Report 2009-2010 11

3. Introduction of Heavy Duty Tile Press

capable of manufacturing larger size

Vitrified Tiles of 8'x4'.

Expenditure on R & D tentatively

planned

a) Capital Expenditure Rs 2.00 Cr

b) Recurring Rs 0.30 Cr

c) Total Rs 2.30 Cr

b) Technology absorption, adaptation

and innovation

The company is using Chinese and

Spanish technologies in its

manufacturing facilities.

The benefits derived are reflected in

the products of the company in the

form of improved product features,

quality, product life, and better hygienic

contents.

Technology imported during the last

five years reckoned from the beginning

of the financial year:

a. Technology imported : Yes

(Chinese and Spanish)

b. Year of import : 2004

c. Has technology been fully

absorbed? : Yes

C) Foreign Exchange 2009-10 2008-09

Earning & Outgo

1. Total foreign

exchange 4,09,446 15,48,246

earned Rs.

2. Total foreign

exchange 501.76 387.94

used Rs. in lakhs

Industrial / Human Relations:

The Industrial relations during the year under

review continue to remain cordial between the

workers and management. The Management

appreciates the employees of all cadres for their

dedicated service to the Company, and expects

continued support for higher level of productivity

in achieving the targets set for the future. The

Company continued its efforts in the HR policies

and processes to further its performance.

Acknowledgement:

Your Directors place on record their sense of

appreciation for the co-operation received from

the Banks, Financial Institutions, Employees,

Customers and Suppliers of the Company at all

levels during the year under review.

For and on behalf of Board of DirectorsSd/-

Place : Morbi Girishbhai M. PethaparaDate : 30th August, 2010 Chairman

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Annual Report 2009-201012

Annexure A to the Directors’ ReportManagement’s Discussion and Analysis

Financial Highlights

Highlights are as under:-

(Rs. In lacs)

Particulars 2009-10 2008-09

Total Income from operations 8749.25 7272.15

Profit before considering

Exceptional items, Interest,

Depreciation and Taxation 1053.85 1439.73

Less: Interest & Financial

Charges 772.75 649.44

Less: Depreciation 521.85 482.70

Profit / (Loss) before

considering Exceptional

Items and Tax (240.75) 307.59

Less: Exceptional Items 38.44 96.48

Profit / (Loss) after

exceptional items and before

taxation (279.19) 211.11

Provision for taxation (143.55) (71.13)

Profit / (Loss) after Tax (135.64) 282.25

Less: Prior period items 0.17 17.74

Add: Balance of Profit

brought forward from

previous year 2115.64 1851.13

Profit available for

appropriation 1979.83 2115.64

Appropriation to: -- --

Proposed Dividend on

Equity Shares -- --

Balance Carried over to the

Balance Sheet 1979.83 2115.64

Segment informationSegments’ information are given along with

financial statements. The company has

identified two segments viz “Manufacturing and

Trading of tiles and other building materials” &

“Wind Power Generation”. The major and

material activities of the company are restricted

to only one geographical segment i.e. India,

hence the secondary segment disclosure is not

applicable.

Industry Structure & Developments :

Vitrified Tiles: The total size of the Indian

ceramic industry is around Rs 8000 Cr and out

of this vitrified tiles segment constitutes the size

of Rs 2500 Cr. The production capacity of

vitrified tiles has been increased to 3,20,000 sq

mtrs per day contributed by about 40 units

which in the year 2008-09 stood at 2,90,000 sq

mtrs per day and 35 units respectively. On

global front, the consumption per head of

ceramic tiles comes to 3 to 4 sq mtr in Europe,

1.8 sq mtr in China and 0.25 sq mtr in India.

The demand for vitrified tiles is driven by the

developments and growth in construction, realty

and infrastructure sectors. On the backdrop of

encouraging growth on employment front, rising

incomes and benign interest rates, home

buyers’ sentiment has turned positive in the past

few months. Besides, with increased purchasing

power of the Indian populace, consumption per

head is expected to increase. On the back of

these developments, demand for residential

space is expected to pick up and the demand

for Vitrified Tiles of the company is expected to

surge. With the awareness of the Vitrified Tiles

expected to increase since the modern flooring

has witnessed a paradigm shift from

conventional designing to contemporary and

innovative outlooks; the company foresees

bright prospects for its vitrified tiles business as

the invaluable aura and elegance of vitrified

tiles flooring is distinctly visible. Globally the

vitrified tiles segment has been growing at a

rate of 18% per annum over the past three

years, accounting for around 10 – 12% of the

total tile production.

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Annual Report 2009-2010 13

Aluminium Composite Panel: Aluminium

Composite panel is one of the preferred choices

of materials for construction industry. It can be

used as roofing and cladding sheet for

industries, warehouses and godowns. Being a

revolutionary and versatile new decorative

building material widely used in interior and

exteriors of buildings as curtain walls, paneling

and cladding applications; it offers innovative,

modern, beautiful, creative and practical design

possibilities for a variety of applications

including panel for modern high rise buildings

satisfying every need of architects, engineers,

contractors and building owners. As this

product is newly introduced in the market, there

are very few players. Wider acceptance and

application of this product could be found in

Europe, USA and China while in India the

awareness to be built up gradually.

Green Power: Wind energy, with an average

growth rate of 30%, is the fastest growing

source of renewable energy in the world. Wind

energy has demonstrated its potential as a

reliable and cost-effective source of clean

energy and economic development world over.

The Global Wind Energy Council in a recent

study produced in partnership with Indian Wind

Turbine Manufacturers Association predicts that

the wind energy potential can be as high as

2,31,000 MW, more than five times the

government’s estimate. With such potential,

the wind energy sector is currently developing

rapidly. India occupies the fifth place in the

world in wind energy generation after USA,

Germany, Spain, and China and has an installed

capacity of more than 9756 MW. New

technological developments in wind energy

design have contributed to the significant

advances in wind energy penetration and to get

optimum power from available wind. Today

India is a major player in the global wind energy

market. The potential is far from exhausted.

Estimates show that with the current level of

technology, the ‘on-shore’ potential for

utilization of wind energy for electricity

generation is of the order of 65,000 MW. The

unexploited resource availability has the

potential to sustain the growth of wind energy

sector in India in the years to come.

Company Outlook:

Vitrified Tiles: The vitrified tiles segment is

likely to maintain its growth momentum as

currently construction activities on a number of

projects are on full swing coupled with

renewed focus of builders on premium housing

projects. Riding on the back of the robust

growth in housing loan demand, the housing

sector is poised for a better growth due to many

factors such as growing disposable income and

steps taken by the government to promote the

housing sector. The company follows a dual

marketing strategy including direct sales and

marketing as well as through dealers and

distributors. The presence of a large domestic

population, along with the increase in per capita

income on the back of sustained economic

growth over the past few years is expected to

provide enough of a demand stimulus to ensure

continued economic growth for India. Therefore

the company’s outlook for its vitrified tiles

appears to be encouraging.

Aluminium Composite Panels find use in

Airport, Shopping Malls, Big Buildings and even

in residential premises structure. Owing to high

awareness of environmental concerns, the

recent trend is that more and more people now

opt for green materials. The growth in real

estate is happening in a big way with more and

more residential buildings being constructed,

where the demand for interior and exterior

cladding operations is on increasing trend.

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Annual Report 2009-201014

Aluminium Composite Panels being a green

material in construction activities and customers

are willing to accept green and energy-efficient

products; the company expects good business

opportunities in the Aluminium Composite

Panels business.

Green Power

On Windmill Power Generation front, the

company has already installed and

commissioned two WTG of 1.25MW each and

another one WTG OF 2.10 MW at Village:

Kadoli, Tal.: Abdasa, Dist.: Kutch, Gujarat,

whereby taking the total Wind Mill Power

Generation capacity to 4.60 MW. The gross

generation of green power comes to 81.31 lakh

units for the year under review as against 78.02

units during year 2008-09. Units generated

thereat have been wheeled or banked through

State grids. Anticipating availability of strong

and dependable winds at most of the time to

continue, the outlook on wind power generation

front appears to be bright.

Opportunities and Threats:

The Company successfully launched Double

Charged Vitrified Tiles based on the latest

technology in Vitrified Tiles. Tiles made out of

this latest technology bring in natural design on

vitrified tiles through powder technology. It also

affords the customers the option of choosing

unlimited designs and patterns. With the

successful launching of this product in the last

week of April, 2010, the company anticipates to

get more responses in the future as much better

life span, natural design and print nature are the

basic properties of this product.

The company has plans to introduce Nano

Technology backed machinery for

manufacturing high Nano Quality Vitrified Tiles.

Nano Vitrified Tiles can be targeted to high end

customers for construction of modern house and

villas in posh localities, modern commercial

complexes, and other contemporary and

innovative outlooks / flooring, etc. Emergence

of Nano Technology backed vitrified tiles would

fetch better price realization in terms of sq. ft.

of tiles. Also envisaged is the proposal to

open up a couple of Modern Display Centres in

major cities towards creating greater awareness

of the company’s range of products, steady

retail marketing and to build up the brand

image of the company’s product and perk up

consumer interest in the company’s products.

With the launching of Double Charged Vitrified

Tiles and the proposal to introduce Nano Quality

Vitrified Tiles and further some decorative and

attractive fancy tiles items targeted for high end

clients expected to launch soon, better

realization is anticipated and the products

portfolio in ceramic tiles offered by the company

is to become richer and to find applications in

all kinds of set up and finals whereby affording

customers more option and choices.

With the government last year imposing

antidumping duty on Chinese imports for

another five years coupled with increasing

awareness of the advantages of the vitrified tiles

over traditional marbles and tiles; the company

finds bright opportunities for its product

domestically. The company also anticipates

incremental retail off-take and spurt in real

estate and construction activities during year

2010-11.

The GST is expected to be rolled out from the

next fiscal and will replace a plethora of state

levies and central levies with a one tax. This

would help create a national market.

In the background of new entrants on vitrified

tiles segment and further increases in capacities,

competition is bound to increase. The industry

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Annual Report 2009-2010 15

has biggest competition from China which has

huge volumes and therefore Indian players in

vitrified tiles overseas markets are facing

difficulties to compete with China.

Risks & Concerns

Higher input costs due to the cascading effect of

inflation vis-à-vis manufacturing sector may

contribute to shrinking of margins.

On export front, upward spiral in the cost of

inputs and energy adds to the industry woes and

make the cost of production 15% more than

China which does not help the players in the

export markets.

With the impending transition to GST in April

2011, a fundamental question haunting the

ceramic tiles industry would be whether the tax

sops currently available would be continued

under GST, which is based on the principle of

minimal exemptions / concessions.

On wind power generation front, non-availability

of strong and dependable winds at most of the

time coupled with unprecedented climatic

variations may affect output generation.

On Clean Development Mechanisms projects,

the impending procedural delays may lead to

lagging behind the schedules set forth by the

company for achievement.

Internal Control Systems and their

adequacy:

The Company has a well structured internal

control mechanism and the same is monitored

by the internal auditor of the company who

reviews and strengthens the control measures

periodically. The Internal Audit team regularly

briefs the Management and the Audit

Committee on their findings and also on the

steps to be taken with regard to deviation, if

any.

The company’s internal control systems and

their adequacy is based on the nature of

business and size of operations and the

Company’s internal control system has been

designed to provide for:

q Accurate recording of transactions with

internal checks and prompt reporting

q Adherence to applicable Accounting

standards and policies

q Review of capital investments and long

term business plans

q Periodic review meetings to guide

optimum utilization of resources

q Compliance with applicable statutes,

policies, l isting requirements and

management policies and procedures

q Effective use of resources and safeguarding

of assets

Cautionary StatementThe statement in this report may be forward looking

within the meaning of applicable laws or regulations.

These statements are made on certain assumptions and

expectations of future events. Actual results could

however differ materially from those stated above. The

Company and its Board of Directors assume no

responsibil ity in respect of the forward looking

statements herein which may undergo changes in future

on the basis of subsequent developments, information

and events.

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Annual Report 2009-201016

The report on Corporate Governance is pursuant to Clause 49 of the Listing Agreement entered intowith the Stock Exchanges and forms a part of the report of the Board of Directors. Your Companyhas complied in all respects with the applicable Corporate Governance Code as per Clause 49 ofthe Listing Agreement with the Stock Exchanges. A Report on the Corporate Governance complianceis furnished below:

1. Corporate Governance Philosophy:Your Company is committed to the continued adoption and adherence to good CorporateGovernance Practices, which shall ensure that all the concerned parties associated with theCompany obtain requisite information, which would help them to make positive decision. SuchCorporate Governance practices help enhance long-term shareholder value and interest of otherstakeholders.The Board fully appreciates the need of increased awareness for responsibility, transparency andprofessionalism and focus for effective control and management of the organization. TheCompany has adequate number of independent directors and also has formed variouscommittees.

2. Board of Directors:The Board of Directors has a mix of Executive and Non executive Directors. Presently the Boardcomprises of three Executive directors including the Chairman and three Non Executive Directorswhich are also independent directors. Except Managing Director Shri Girishbhai M. Pethapara,the other Directors are liable to retire by rotation.Except the three Executive Directors, who are brothers inter se, there is no relationship betweenthe independent directors and all the directors are above 21 years of age and possess therequisite qualifications and experience useful to the company in their capacity as directors.

The composition of the Board and other relevant details relating to Directors are given below:

Name of Director Category No. of other No.of other Committee No.of Board Attendance Directorships* memberships* Meetings at last

Chairman Director Chairman Member attended AGM

Mr. G.M.Pethapara Promoter, 1 1 None None 15 Yes(Chairman) Executive

Mr. K.M.Pethapara Promoter 1 2 None None 14 YesExecutive

Mr. J.M.Pethapara Promoter None 2 None None 15 YesExecutive

Mr. R.G.Dhamasana Independent None None None None 7** YesNon-Executive

Mr. G.M.Thoriya Independent None None None None 3*** YesNon-Executive

Mr Vijay Maganlal Independent None None None None 12**** YesVidja Non-Executive

Mr Vasant Avachar Independent None None None None 12**** YesKaila Non-Executive

Mr Ashvin H Independent None None None None 4***** N.A.

Bopaliya Non-Executive

[N.A. – Not Applicable]*Note: Excludes Directorships in Private Limited Companies, Non Profit Making Companies, Foreign Companiesand Government Bodies, if any.** resigned with effect from 1ST January, 2010*** resigned with effect from 15th October, 2009**** appointed with effect from 19th June, 2009***** appointed with effect from 1st January, 2010

Corporate Governance Report

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Annual Report 2009-2010 17

During the year 2009-10 Director Dr KN Maiti resigned effective from 1st May, 2009. Also Mr. G.M.

Thoriya has resigned from the directorship with effect from 15.10.2009. With effect from 1st January,

2010, Independent Director / Chairman of Audit Committee Mr R. G. Dhamasana has resigned.

The Board appointed Mr Vijay Maganlal Vidja and Mr Vasant Avachar Kaila as Additional Directors

effective from 19th June, 2009 and in the Annual General Meeting of the Members held on 7th

September, 2009 these directors were appointed as regular directors (independent). The Board also

appointed Mr Ashvin H Bopaliya as Additional Director effective from 1st January, 2010. The

appointment of new independent directors is within the period of 180 days

Last Annual General Meeting was held on 7th September, 2009.

Directors appointment / reappointment

Mr Kantibhai M Pethapara, Director, and Mr Vijaybhai Maganlal Vidja, Director, of the Company,

retire by rotation and, being eligible, offer themselves for re-appointment. Details of the directors

seeking appointment / reappointment as required under Clause 49 IV(G) (i) are given in the annexure

to the Notice of the 11th Annual General Meeting to be held on 29th September, 2010.

Mr Ashvin H Bopaliya was appointed as Additional Director (Independent) in the Board Meeting held

on 1st January 2010. Under Section 260 of the Companies Act, 1956 read with Article 141 of the

Articles of Association of the Company his appointment is valid only up to this Annual General

Meeting. Notice as required under Section 257 of the Companies Act, 1956 together with the deposit

of Rs 500/- has been received by the Company from a member signifying his intention to propose

the appointment of Mr Ashvin H Bopaliya as Director of the Company.

Appropriate resolution for the appointment / reappointment of the aforesaid Director is being moved

at the ensuing Annual General Meeting.

Attendance of Directors at AGM

All the three Promoter Executive Directors attended the AGM and the Chairman of Audit Committee

also attended at the meeting.

Board Meetings

During the year 2009-10 total 15 board meetings were held on dates: 02.04.09, 20.05.09, 19.06.09,

25.06.09, 31.07.09, 29.09.09, 14.10.09, 01.11.09, 08.12.09, 11.12.09, 01.01.10, 29.01.10,

16.02.10, 18.03.10 and 31.03.10

Code of Conduct:

The Company has adopted Code of Conduct for all the Directors and Senior Management of the

Company. The Code of Conduct is posted on the Website of the company. All the Board Members

and senior management of the Company have affirmed compliance with Code of Conduct. The

declaration on adopting the code of conduct is given elsewhere in the report.

Code for prevention of insider trading practices

In compliance with the SEBI regulation on prevention of Insider Trading, the Company has framed

a code of conduct for prevention of insider trading to be observed by the Directors, Officers and

Designated Employees of the Company.

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Annual Report 2009-201018

Audit Committee:

The Composition of Audit Committee as on 31.03.2010

Mr Mr Vijay Maganlal Vidja — Chairman w.e.f. 1st Jan, 2010

Mr Vasant Avachar Kaila, — Member

Mr Ashvin H Bopaliya — Member*

Mr. Rajendra G. Dhamasana — Chairman**

Mr. Gaurang Thoriya — Member***

*appointed w.e.f. 1st January, 2010

**ceased to be chairman / member with effect from 1st January, 2010

***ceased to be member effective from 15th October, 2009

All the members of the Committee have exposure in the relevant areas. The Committee has been

reconstituted on 1st January, 2010, due to change in the composition of the Board of Directors, with

Mr Vasant Avachar Kaila, as Chairman, and Vijay Maganlal Vidja and Mr Ashvin H Bopaliya, as

members. The Composition of the Committee is in conformity with Clause 49 (II)(A) of the Listing

Agreement.

Role & Terms of Reference

The role and terms of reference of the Audit Committee broadly are as under:

i. Overseeing the Company’s financial reporting process and to ensure that the financial

statements are correct, sufficient and credible.

ii. Recommending to the Board, the appointment, reappointment or removal of statutory auditor,

fixation of audit fees and for other services.

iii. Reviewing with the management, the quarterly and annual financial statements before

submission to the Board for approval.

iv. Reviewing the adequacy of internal audit function including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit.

v. Discussion with internal auditors any significant findings and follow up there on.

vi. Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material

nature and reporting the matter to the Board.

vii. In addition to the above, all items listed in Clause 49(II)(D) of the Listing Agreement.

viii. Looking into any other matters as may be required by the Companies Act, 1956 or by rules

framed thereunder.

ix. Reviewing the functioning of Whistle Blower Mechanism.

x. Appointment of CFO

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Annual Report 2009-2010 19

Meetings held:

There are in all five Audit Committee Meetings held during the financial year 2009-10. The dates

of meeting: 20.05.2009, 25.06.2009, 31.07.2009, 14.10.2009, and 29.01.2010

Name Meetings held Attendance

Mr Vasant Avachar Kaila — Chairman 4 4

Mr Vijay Maganlal Vidja — Member 4 4

Mr Ashvin H Bopaliya — Member 1 1

Mr. Rajendra G. Dhamasana — Chairman* 4 4

Mr. Gaurang Thoriya — Member** 4 1

Mr KM Pethapara — Jt. M.D.(invitee) 5 5

*ceased to be chairman / member with effect from 1st January, 2010

**ceased to be member effective from 15th October, 2009

The Jt. Managing Director who is looking after the finance matter, Chief Accountant and

Internal Auditor of the Company were special invitees to the audit committee meeting and

they attended the meeting.

The Company Secretary of the Company is the Secretary to the Committee.

3. Remuneration Committee:Composition of the Remuneration Committee:

Mr Vasant Avachar Kaila — Chairman

Mr Vijay Maganlal Vidja — Member

Mr Ashvin H Bopaliya — Member

Mr KM Pethapara — Jt. M.D (Invitee)

The Committee has been reconstituted on 1st January, 2010 with Mr Vasant Avachar Kaila, as

Chairman, and Vijay Maganlal Vidja and Mr Ashvin H Bopaliya, as members.

Terms of Reference

q To recommend to the Board, the remuneration packages of the Company’s Managing/ Joint

Managing/ Deputy Managing/ Whole time/ Executive Directors, including all elements of

remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock

options, pension, retirement benefits, details of fixed component and performance linked

incentives along with the performance criteria, service contracts, notice period, severance fees

etc,);

q To be authorized at its duly constituted meeting to determine on behalf of the Board of

Directors and on behalf of the shareholders with agreed terms of reference, the Company’s

policy on specific remuneration packages for Company’s Managing/ Joint Managing/ Deputy

Managing/ Whole time/ Executive Directors, including pension rights and any compensation

payment;

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Annual Report 2009-201020

Attendance during the year

One meeting of the committee was held on 31.03.2010.

Details of remuneration paid to the Directors during the financial year 2009-10

Executive Directors:

Name of Director Salary & Perquisites (Rs. in lakhs)*

Shri Girishbhai M. Pethapara NIL

Shri Kantibhai M. Pethapara NIL

Shri Jayantibhai M. Pethapara NIL

Non-Executive Directors:

Name of Director Sitting Fees (Rs. In lakhs )

Mr. Gaurang Thoriya 0.15

Mr. Rajendra G. Dhamasana 0.40

Mr Vasant Avachar Kaila 0.60

Mr Vijay Maganlal Vidja 0.60

Mr Ashvin H Bopaliya 0.20

* In view of inadequacy of profit and overdues with the Bankers, the three Executive Directors

have not been paid any salary & perquisites during the year 2009-10.

Remuneration Policy

The Company while deciding the remuneration package takes into consideration, the following:

q Employment scenario.

q Remuneration package of the industry / other industries for the requisite managerial talent.

q The qualification and experience held by the appointee.

4. Shareholders'/ Investors' Grievance Committee:

The composition of Shareholders'/Investor' Grievance Committee is as under:

Mr. Rajendra G. Dhamasana — Chairman*

Mr. Gaurang Thoriya — Member**

Mr Vasant Avachar Kaila, — Chairman from 01.01.2010

Mr Mr Vijay Maganlal Vidja — Member

Mr Ashwin H Bopaliya — Member

*ceased to be member/chairman with effect from 1st Jan, 2010

**ceased to be member with effect from 15th Oct., 2009

The Committee has been reconstituted on 1st January, 2010 with Mr Vasant Avachar Kaila, as

Chairman, and Vijay Maganlal Vidja and Mr Ashvin H Bopaliya, as members. The Chairman

of the Committee was present in the last AGM of the Company.

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Annual Report 2009-2010 21

Terms of Reference

Brief summary of terms of reference is to deal with the transfer of shares, issue of duplicateshare certificates, dematerialization of shares, remat of shares, redressal of all investorgrievances and complaints generally. As on 31st March, 2010 there were no complaints pendingto be addressed by the Shareholders / Investors’ Grievance Committee.

Status of complaints

During the year 2009-10 the company received two complaints. As of 31st March, 2010, nocomplaints were pending to be resolved.

The Committee held four meetings on date 31.07.2009, 14.10.2009, 29.01.2010 and31.03.2010 and all the Members including Chairman were attended in the meeting:

Name Meeting held Attendance

Mr Vasant Avachar Kaila, — Chairman 4 4(from 01.01.2010)

Mr Mr Vijay Maganlal Vidja — Member 4 4

Mr Ashwin H Bopaliya — Member# 2 2

Mr. Rajendra G. Dhamasana — Chairman* 2 2

Mr. Gaurang Thoriya — Member** - -

Mr KM Pethapara — Jt. M.D. 4 4

#appointed with effect from 1st Jan, 2010*resigned with effect from 1st Jan 2010

**resigned with effect from 15th Oct., 2009

Name and designation of Compliance Officer : Mr Ramachandran PillaiCompany Secretary & Compliance Officer

5. Details of General Body Meetings:

Location, date and time of General Meetings held during the last 3 years:

Annual General Meeting:

Year Location Date Day Time No. of SpecialResolutions

2006-07 Regd. Office : 11.05.2007 Friday 12.30 pm 1B/h. Romer Ceramic,Old. Ghuntu Road,Morbi – 363642.

2007-08 Adarsh Hotel, 8A, 05.08.2008 Tuesday 12.30 pm NILNational Highway,Opp: Shakti Chambers,Morbi – 363 642

2008-09 Regd. Office : 07.09.2009 Tuesday 12.30 pm 2B/h. Romer Ceramic,Old. Ghuntu Road,Morbi – 363642

Extra Ordinary General Meeting Held after the last AGM

2009-10 Regd. Office : 17.03.2010 Wednes- 11.00 am 1B/h. Romer Ceramic, dayOld. Ghuntu Road,Morbi – 363642

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Annual Report 2009-201022

The following Special Resolutions were passed

Year 2006-07

1) Appointment of Managerial Personnel Under Section 314(1) of the Companies Act, 1956

Year 2008-09

1) Issue of equity convertible warrants on preferential basis

2) Enabling Resolution for QIP/GDR/ADR/FCCB Issue

Year 2009-10 (EGM)

1) Enabling Resolution increasing the limit of QIP/GDR/ADR/FCCB Issue

In the last year none of the resolutions was required to be put through postal ballot.

6. Disclosures:

Related party transactions:

The Company has not entered into any transactions of material nature, with its promoters, the

directors, the management, their subsidiaries or relatives etc. that may have potential conflict

with the interests of the Company at large. The disclosures in respect of related party

transactions are provided in the notes to the accounts. All contracts with the related parties

entered into during the year which are in the normal course of business and have no potential

conflict with the interest of the Company at large and are carried out on an arm’s length basis

at fair market value.

Disclosure of accounting treatment:

The Company has followed all relevant and applicable Accounting Standards while preparing

the financial statements.

Risk Management

The company periodically reviews its risk assessment and minimization procedures so as to

ensure that executive management controls risk through means of a properly defined

framework. Executive management of the company periodically places before the Audit

Committee risk identification report and risk mitigation measures. The properties of the

company are adequately insured from risk and where risk transfer is not practicable, such risks

are retained and effectively controlled.

Statutory Compliance, penalties.

There have been no instances of non-compliance on any matter related to the capital markets

since the company entered in to the capital market. As such no penalty has been imposed

on the Company by any statutory authority on matter relating to capital markets during the last

three years. The company’s shares were listed in Bombay Stock Exchange and National Stock

Exchange in June 2007.

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Annual Report 2009-2010 23

As reported earlier in this part of the report, the company had been served with a show cause

notice for Rs 4.91 Cr. by DGCEI, Ahmedabad, in furtherance of the search operations carried

out by the DGCEI, Ahmedabad, in the month of March 2008. Besides, in connection with the

search operations, during March 2008 the company paid Rs 4 crore under protest towards bail

conditions of the two directors. In addition to this, as per the recent High Court Order

consequent upon remand back of the case to lower Court, the Directors / Company submitted

Solvency Certificate to the Lower Court in the sum of Rs 3.25 Cr pending adjudication of the

case by Central Excise Authorities.

Proceeds of Initial Public Offer

With the completion of the Initial Public Offering of equity shares in June 2007, presently the

company’s total issued, subscribed and paid up capital stands at Rs 18,33,54,440. The

company’s shares have been listed in the Bombay Stock Exchange Ltd. and The National Stock

Exchange Ltd.

Preferential Issue

Pursuant to the in principle approval under clause 24(a) of the listing agreement received by

the company from BSE and NSE, dated 18.11.2009 and 27.11.2009 respectively, the company

has allotted 28,237,500 equity convertible warrants on 8th December, 2009 at allotment

money of Rs 2.75 including a premium of Re 0.25 per warrant and intimation whereof has

been given to both the stock exchanges, CDSL and NSDL, regarding the allotment in conformity

with SEBI (ICDR) Regulations, 2009 for preferential issue

Disclosure of unclaimed shares

The company has no unclaimed shares in the suspense account hence the information as per

the Clause 5A of the listing agreement has not been provided / applicable.

7. Means of Communication:The website of the Company www.decocovering.com acts as the primary source of information

regarding the activities, nature of businesses etc. of the Company. Dedicated email id for

communication [email protected]. Quarterly and half-yearly financial results were

published in two news papers Financial Express and Indian Express and the same are also

available with the company’s website and stock exchanges website where the companies shares

are listed.

8. General Shareholders Information:

9.1 Annual General Meeting:

Date, Time and Venue of Annual General Meeting

Date : Wednesday, 29th September, 2010

Time : 12.30 p.m.

Venue : Registered Office

B/h. Romer Ceramic,

Old Ghuntu Road,

Morbi – 363642

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Annual Report 2009-201024

9.2 Financial Year:

The Company’s financial year is based on twelve months starting from April to March.

Financial Calendar : Q1 Results FY 2010-11 by August’10 2nd week

: Q2 Results FY 2010-11 by October’ 10 last week

: Q3 Results FY 2010-11 by January’11 last week

: Q4 Results FY 2010-11 by April’11 last week

9.3 Dates of Book Closure:

The Register of Members and Share Transfer Books of the Company shall remain closed from

Tuesday, 28th of September, 2010 to Wednesday, the 29th of September, 2010, both days

inclusive for AGM purposes.

9.4 Dividend Payment Date:

Not Applicable since the Board has not recommended any dividend for the year 2009-10.

9.5 Listing on Stock Exchanges:

The company’s shares are listed in the following stock exchanges:

a.) The Bombay Stock Exchange Limited (BSE), Scrip Code: 532858

b.) The National Stock Exchange Of India Limited (NSE) : Symbol: Decolight

SHARE DISTRIBUTION AS ON 31.03.2010

Range Total % of Total Total Holding % of Total

Holders Holders Capital

1 - 5000 11,145 97.83181 53,46,855 29.16131

5000 - 10000 133 1.16749 9,73,640 5.31015

10001 - 20000 49 0.43013 7,07,645 3.85944

20001 - 30000 22 0.19312 5,39,191 2.94070

30001 - 40000 6 0.05267 2,14,250 1.16850

40001 - 50000 4 0.03511 1,74,829 0.95350

50001 - 100000 11 0.09656 8,11,453 4.42560

100001 - 99999999 22 0.19312 95,67,581 52.18080

Total : 11,392 1,83,35,444

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Annual Report 2009-2010 25

SHAREHOLDING PATTERN AS ON 31.03.2010

Category No. of shares held % of holding

A Promoter and Promoter Group

Individuals / Hindu Undivided

Family 4,062,888 22.16

Bodies Corporate 500,000 2.73

Sub Total 4,562,888 24.89

B Public Shareholding

1 Institutions

Foreign Institutional Investors 215,507 1.18

2 Non-Institutions

a) Bodies Corporate 4,777,920 26.06

b) Individuals holding nominal 5,569,642 30.38

share capital up to Rs 1 lakh

c) Individual shareholders 2,727,948 14.88

Others

i) Non-Resident Indians 447,067 2.44

ii) Clearing Member 34,472 0.19

Sub Total 13,772,556 75.11

Grand Total (A+B) 18,335,444 100

STOCK MOVEMENT DATA

BOMBAY STCOK EXCHANGE NATIONAL STOCK EXCHANGE

Month High Low Monthly High Low Monthly

(Rs.) (Rs.) Volume (Rs.) (Rs.) Volume

(No.of shares) (No.of shares)

April 2009 10.33 6.05 16,35,872 10.20 6.10 1,02,937

May 2009 14.25 7.31 40,07,149 14.50 7.20 4,16,865

June 2009 17.00 10.62 48,24,968 16.70 10.65 2,35,184

July 2009 11.10 8.70 72,65,247 11.20 8.90 98,147

Aug 2009 11.90 9.27 19,52,275 11.80 9.40 1,22,419

Sept 2009 12.98 10.87 35,02,926 13.00 10.75 2,12,960

Oct 2009 12.24 9.20 18,21,738 12.25 9.00 1,39,395

Nov 2009 10.21 8.67 8,36,865 10.40 8.55 80,307

Dec 2009 11.84 9.14 25,84,164 11.80 9.00 2,06,223

Jan 2010 14.06 9.72 2,75,27,183 14.25 9.55 19,24,891

Feb 2010 14.51 8.93 7,07,56,708 13.65 8.75 63,39,993

Mar 2010 10.50 8.15 59,16,856 10.45 8.20 2,94,734

(Source : BSE & NSE Websites)

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Annual Report 2009-201026

9.6 Registrar and Transfer Agent:The Company has entered into Memorandum of Understanding with M/s. Bigshare Services

Private Limited and they are acting as Registrar and Transfer Agent (RTA) to the company.

Investors / Shareholders may contact at the following address for any query:

Bigshare Services Pvt. Ltd.

E-23, Ansa Industrial Estate

Sakivihar Road

Saki Naka, Andheri (E)

Mumbai – 400 072

Tel: 91-22-28470652

Email: [email protected]

Our RTA has recently launched Gen-Next Investor Module i’Boss the most advanced tool to

interact with shareholders. Please log on to i’Boss (www.bigshareonline.com] and help them

serve you better.

Share Transfer System

Share transfers are registered and returned within a period of 21 days of receipt, if the

documents are in order in all respects. The company has no unclaimed shares in suspense

account. The Company obtains from a Company Secretary in Practice half-yearly certificate of

compliance with the share transfer formalities as required under Clause 47 (c) of the Listing

Agreement with Stock Exchanges and files a copy of the same with the Stock Exchanges where

the company’s shares are listed.

Dematerialization of shares

The dematerialization requests received were confirmed within 21 days from the date of receipt

of DRF and Share Certificates. As on 31st March, 2010,. 99.06% of the company’s shares were

in demat form and 0.94% of the shares were held in physical form. The company’s ISIN:

INE172101012

The Company has no outstanding GDRs / ADRs /Warrants or any convertible instruments except

to the allotment of . 28,237,500 equity convertible warrants on 8th December, 2009.

9.7 Plant Locations:

VITRIFIED TILES : Survey No. 650 & 651 P, Old Ghuntu Road,Morbi – 363 642.

ACP UNIT : Survey No. 651 P, Old Ghuntu Road,Morbi – 363 642.

WINDMILL : No. M-15 & M-38, Survey No. 84/P & 114/P, Village Khadoli,

Tal. Abdasa, Kutch

: No. T-1, Survey No. 283 Village Motti Sindhodi, Tal: Abdasa, Kutch

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Annual Report 2009-2010 27

9.8 Address for Correspondence:B/h. Romer Ceramics,

Old Ghuntu Road,

Morbi – 363642, Gujarat, India.

Tel: 91-2822-242987

Website: www.decocovering.com

Email: [email protected]

CIN: U26914GJ2000PLC037494

To,The Board of DirectorsDecolight Ceramics LimitedOld Ghuntu RoadMorbi – 363 642

Declaration on Compliance of Code of Conduct

I, Kantibhai M. Pethapara, Jt. Managing Director of Decolight Ceramics Limited, do hereby declare andconfirm that all the Board Members and Senior Management Personnel have affirmed to the Board ofDirectors the compliance of the Code of Conduct laid down by the Board.

Place : Morbi Kantibhai M. PethaparaDate : 30th August, 2010 Joint Managing Director

CEO / CFO CERTIFICATIONThe Jt. Managing Director and the CFO heading the finance function has certified to the Board that:(a) He has reviewed the financial statements and the cash flow statement for the year and that to the

best of his knowledge and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;(ii) these statements together present a true and fair view of the company's affairs and are in

compliance with existing accounting standards, applicable laws and regulations.(b) There are, to the best of his knowledge and belief, no transactions entered into by the company

during the period which are fraudulent, illegal or violative of the company's code of conduct.(c) He accepts the responsibility for establishing and maintaining internal controls and he has evaluated

the effectiveness of the internal control systems of the company and he has disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of internal controls, if any, ofwhich he is aware and the steps taken or propose to take to rectify the deficiencies.

(d) He has indicated to the auditors and the Audit Committee- the significant changes in the internal control during the year- instances of significant fraud of which he has become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company's internalcontrol system.

Kantibhai M. PethaparaJoint Managing Director

Place : MorbiDate : 30th August, 2010

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Annual Report 2009-201028

Status of non-mandatory requirement

1 During the period under review, there is no audit qualification in the financial statement. Thecompany continues to adopt best practices to ensure unqualified financial statements.

2 During the year under review, in-house training to Board Members has been given in the businessmodel of the company and the risk profile of the business parameters of the company.

3 The company established a Whistle-Blower Policy and placed the same in the Website of the com-pany. The Company affirms that during the year under review the company has not denied anyemployee access to Audit Committee. The existence of the whistle-Blower Policy has been appro-priately communicated throughout the organization, plant and manufacturing facilities.

4 The company provides all necessary infrastructure and assistance to the independent directors toenable them to discharge their responsibilities effectively.

5 The company did not send any half-yearly declaration of financial performance summary of thecompany to its shareholders.

6 The company is yet to establish the mechanism for evaluating non-executive Board Members.

MANAGEMENT RESPONSIBILITY STATEMENTThe financial statements are in full conformity with the requirements of the Companies Act, 1956 andGenerally Accepted Accounting Principles (GAAP) in India. The Management of Decolight Ceramics Ltd.accepts responsibility for the integrity and objectivity of these financial statements, as well as, for esti-mates and judgements relating to matters not concluded by the year-end. The management believesthat the financial statements reflect fairly the form and substance of transactions and reasonably presentsthe company's financial condition, and results of operations. To ensure this, the company has installed asystem of internal controls, which is reviewed, evaluated and updated on an ongoing basis. Our internalauditors have conducted periodical audits to provide reasonable assurance that the company's estab-lished policies and procedures have been followed. However, there are inherent limitations that shouldbe recognized in weighing the assurances provided by any system of internal controls.

These financial statements have been audited by SVK & Associates, the statutory auditors of the com-pany.

The Audit Committee of the Company meets periodically with the Chief Financial Officer, the ChiefAccountant, Internal Auditors and Statutory Auditors to review the manner in which they are performingtheir responsibilities and to discuss auditing, internal controls and financial reporting issues. They ensurecomplete independence, the statutory auditors and internal auditors have full and free access to mem-bers of the Audit Committee to discuss any matter of substance.

The Audit Committee for the financial year 2009-10 consisted of -

Mr. Rajendra G. Dhamasana -- Chairman*Mr. Gaurang Thoriya -- Member*Mr. Vasant Avachar Kaila -- Chairman w.e.f. 01.01.2010Mr Vijay Maganlal Vidja -- MemberMr Ashvin H Bopaliya -- Member w.e.f. 01.01.2010*ceased to be chairman / member with effect from 1st January, 2010*ceased to be member with effect from 15th October, 2009

Girishbhai M Pethapara Kantibhai M PethaparaChairman & Managing Director Joint Managing Director/CEO & CFO

Place : MorbiDate : 30th August, 2010

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Annual Report 2009-2010 29

TO

THE MEMBERS OF

DECOLIGHT CERAMICS LIMITED

We have examined the compliance of conditions of Corporate Governance by Decolight Ceramics Lim-

ited, for the year ended 31 March, 2010, as stipulated in Clause 49 of the Listing Agreement of the said

Company entered with the stock exchanges.

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

examination was limited to procedures and implementation thereof, adopted by the Company for ensur-

ing the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based

on the representations made by the Directors and the Management, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the Listing Agreement entered

with the stock exchanges, to the extent of applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For, HS Mehta & Associates

Company Secretaries

Sd/-

Hitesh S Mehta

C.P. No.: 2471

Place : MorbiDate : 30th August, 2010

Practicing Company Secretary’s Certificateon Corporate Governance

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D E C O L I G H T C E R A M I C S L I M I T E D

An

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po

rt 2

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AUDIT REPORT

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Annual Report 2009-2010 31

TO THE MEMBERS OF ‘DECOLIGHT CERAMICS LIMITED’

1. We have audited the attached Balance Sheet of DECOLIGHT CERAMICS LIMITED, as at March 31,2010, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on thatdate annexed thereto. These financial statements are the responsibility of the Company’s management.Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosure in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 and the Companies (Auditor’s Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) ofSection 227 of the Companies Act, 1956 and on the basis of such checks and according to theinformation and explanations given to us, we enclose in the Annexure, a statement on the mattersspecified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company, sofar as it appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportare in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with bythis report comply with the accounting standards referred to in sub-section (3C) of Section 211of the Companies Act, 1956, to the extent applicable;

v. On the basis of written representations received from the directors, as on March 31, 2010, andtaken on record by the Board of Directors, we report that none of the directors is disqualified ason 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1)of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us,the said accounts read together with and subject to the notes thereon, give the informationrequired by the Companies Act, 1956, in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2010;

b) In the case of the Profit and Loss Account, of the loss of the Company for the year endedon that date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the yearended on that date.

For SVK & ASSOCIATESChartered Accountants

Shilpang V. KariaPartnerM. No. – 102114Firm No. - 118564W

Place : MorbiDate :12th August, 2010

Auditors’ Report

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Annual Report 2009-201032

Annexure To The Auditor’s Report(Referred to in paragraph 3 of our Report of even date on the Statement of Accounts of DECOLIGHT

CERAMICS LIMITED, for the year ended on 31st March, 2010)

i. FIXED ASSETS:

a. In our opinion, the company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, the fixed assets have been physically verified by the management during

the year in a phased periodical manner, which in our opinion is reasonable, having regard to

size of the company and nature of its assets. No material discrepancies with respect to book

records were noticed on such verification.

c. In our opinion, the company has not disposed of substantial part of fixed assets during the year

and the going concern status of the company is not affected.

ii. INVENTORIES:

a. As explained to us, physical verification of inventory has been conducted by the management

at reasonable intervals. In our opinion, the frequency of verification is reasonable in relation to

its size and nature of business.

b. In our opinion and according to the information and explanations given to us, the procedures

of physical verification of inventories followed by the management are reasonable and ad-

equate in relation its size and nature of business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the

company is maintaining proper records of inventory in relation to its size and nature of busi-

ness. As explained to us, there were no material discrepancies noticed on physical verification

of inventory as compared to the book records.

iii. LOANS:

a. As explained to us, the company has not granted any loans, secured or unsecured to compa-

nies, firms or other parties covered in the register maintained under Section 301 of the Com-

panies Act, 1956, during the year under review. Accordingly clauses 4(iii) (a), (b), (c) and (d)

are not applicable.

b. As explained to us, the company has taken unsecured loan from three parties being directors

of the company covered in the register maintained under section 301 of the Companies Act,

1956. The maximum amount involved during the year from all such parties was Rs. 31.30 lacs,

however year end balance of loans taken from such parties is Nil.

c. According to information and explanation given to us and in our opinion the rate of interest

and other terms and conditions, wherever stipulated were not prima facie prejudicial to the

interest of the company.

d. According to the information and explanations given to us said loans were repayable on de-

mand and the repayment was within dates demanded.

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Annual Report 2009-2010 33

iv. INTERNAL CONTROL

In our opinion and according to the information and explanations given to us, there is an adequate

internal control system commensurate with the size of the company and nature of its business for

the purchase of inventory, fixed assets and for the sale of goods and services. During the course of

our audit, no major weakness has been noticed in the internal control system in these areas.

v. TRANSACTIONS IN PURSUANCE OF SECTION 301:

a. According to information and explanations given to us, we are of the opinion that the particu-

lars of contracts or arrangements referred to in section 301 of the Act that need to be entered

into the register maintained under Section 301 have been so entered.

b. In our opinion and according to the information and explanations given to us, transactions

made in pursuance of such contracts or arrangements have been made at prices which are

reasonable having regard to the prevailing market prices available at the relevant time.

vi. DEPOSITS:

As explained to us, the company has not accepted any deposits from the public within meaning of

Section 58A and 58AA of the Companies Act, 1956, during the year under review.

vii. INTERNAL AUDIT:

In our opinion and according to information and explanations given to us, the internal audit system

of the company is commensurate with size and nature of its business.

viii. COST RECORDS:

To the best of our knowledge and as explained to us, the central government has not prescribed the

maintenance of cost records for the business of the company under section 209(1)(d) of the Compa-

nies Act, 1956, except for wind power generation business 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 prescribed accounts and records have been made and maintained. We have not,

however, made a detailed examination of the records with a view to determining whether they are

accurate or complete.

ix. STATUTORY DUES:

a. As per information and explanation available to us, undisputed statutory dues including provi-

dent fund, investor education and protection fund, employee's state insurance, income-tax,

sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues have

been generally regularly deposited with the appropriate authorities, applicable to it though

there had been certain delays during the year under review. Further according to information

explanation given to us, no such undisputed statutory dues applicable to the company were

outstanding as at 31st March, 2010 for a period of more than 6 months from the date they

become payable, except value added tax of Rs. 2.03 lacs.

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Annual Report 2009-201034

b. According to the information and explanation available to us, details of dues of Excise Duty,

Service Tax, Cess which have not been deposited on account of any dispute with appellate

authority, are given below:

Name of Nature of dues Amount Period to Forum where

the statue under dispute which amount dispute is

Rs. In lacs relates pending

The Central Excise duty including interest 4.65 2004-05 Tribunal

Excise Act 1944 and penalty as applicable

However the company has paid under protest Rs. 2.60 lacs for the above. The excise / service

tax department has issued certain show cause notices amounting to tax liability of Rs. 1199.60

lacs, which are pending at adjudication level and amount paid under protest for the same

amounting to Rs. 408.79 lacs.

x. CASH LOSSES AND ACCUMULATED LOSSES:

The company has no accumulated losses at the end of the year under review and it has not incurred

any cash losses in the year under review and the immediately preceding financial year.

xi. DUES TO FINANCIAL INSTITUTION, BANKS OR DEBENTURE HOLDER:

Based on our audit procedures and as per information and explanation given to us by the manage-

ment of the company, we are of the opinion that company has defaulted in repayment of dues to

banks and financial institution during the year under review. The details default at year end after

taking into the consideration restructuring / rescheduling of the loans granted by the bank are as

follows:

Period of Default Amount (Rs. In lacs)

Less than 30 days 123.82

30 to 90 days 181.01

However as per further information and explanations received, overdue as of balance sheet date

has been paid after balance sheet date.

xii. LOANS & ADVANCES ON PLEDGE OF SHARES DEBENTURES & OTHER SECURITIES:

In our opinion and according to information and explanation given to us, no loans and advances

have been granted by the company on the basis of security by way of pledge of shares, debentures

and other securities.

xiii. CHIT FUND/ NIDHI / MUTUAL BENEFIT FUND / SOCIETY:

In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore,

clauses 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the

company.

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Annual Report 2009-2010 35

xiv. TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS:

The company is not dealing or trading in shares, securities, debentures and other investments.

xv. GUARANTEE FOR LOANS TAKEN BY OTHERS:

According to the information and explanations given to us, the company has not given any guaran-

tee for loans taken by others from any bank or financial institutions. Accordingly clauses 4(xv) is not

applicable.

xvi. TERM LOANS:

In our opinion and according to the information and explanations given to us, on an overall basis,

the term loans have been applied for the purpose for which they were obtained.

xvii. SHORT TERM FUNDS USED FOR LONG TERM INVESTMENTS:

According to the information and explanations given to us, and on overall examination of the year

end balance sheet of the company, we are of the opinion that prima facie, no funds raised on short-

term basis have been used for long-term investments.

xviii.PREFERENTIAL ALLOMENT OF SHARES:

According to the information and explanations given to us, during the year under review, the com-

pany has not made any preferential allotment of shares to parties or companies covered in the

register maintained under Section 301 of the Companies Act, 1956.

xix. DEBENTURES:

The company has not issued any debentures during the year under review.

xx. PUBLIC ISSUE:

We have verified the end use of money raised during the year under review by preferential issue of

equity convertible warrants as disclosed in the notes to the financial statements.

xxi. FRAUD:

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

financial statements and as per the information and explanation given by the management, we

report that no fraud on or by the company has been noticed or reported during the course of our

audit.

For, SVK & ASSOCIATESChartered Accountants

Shilpang V. KariaPartnerM. No. – 102114Firm No. - 118564WPlace : Morbi

Date :12th August, 2010

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Annual Report 2009-201036

Balance Sheet As At 31st March, 2010

As per our report of even date For and on behalf of the BoardFor SVK & ASSOCIATES For DECOLIGHT CERAMICS LTD.Chartered Accountants

Shilpang V. Karia Girishbhai M. Pethapara Kantibhai M. PethaparaPartner Managing Director Joint Managing DirectorMembership No.: 102114Firm No.: 118564WPlace : Morbi Ramachandran Pillai Place : MorbiDate : 12th August, 2010 Company Secretary Date : 12th August, 2010

As at As atPARTICULARS SCHEDULE 31-March-10 31-March-09

Rs. Rs.

SOURCES OF FUNDS :1. Shareholders’ Funds

(a) Share Capital A 183,354,440 183,354,440(b) Equity Convertible Warrants A1 70,593,750 -(c) Reserves & Surplus B 570,459,334 576,980,764

824,407,524 760,335,204

2. Loan Funds(a) Secured Loans C 524,803,791 528,439,763(b) Unsecured Loans D 1,094,690 2,885,448

525,898,481 531,325,211

3. Deferred Tax Liability (net) 57,219,894 71,574,952

TOTAL 1,407,525,900 1,363,235,367

APPLICATION OF FUNDS :

1. Fixed Assets E(a) Gross Block 939,019,292 883,948,151(b) Less :- Depreciation 162,851,299 111,229,680

(c) Net Block 776,167,992 772,718,471

(d) Capital Work-in-Progress - 21,292,796

776,167,992 794,011,267

2. Investments F 59,910,905 -3. Current Assets , Loans and Advances G

(a) Inventories 311,155,882 342,030,362(b) Sundry Debtors 304,913,780 244,895,224(c) Cash and Bank Balances 10,541,613 17,107,051(d) Loans and Advances 111,045,290 110,341,485

737,656,565 714,374,122

Less : Current Liabilities and Provisions H(a) Current Liabilities 148,926,321 139,340,138(b) Provisions 34,603,245 25,241,574

183,529,565 164,581,712

Net Current Assets 554,127,000 549,792,410

4. Miscellaneous Expenditure I 17,320,004 19,431,690

TOTAL 1,407,525,900 1,363,235,367

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Annual Report 2009-2010 37

Profit And Loss Account

For The Year Ended 31st March, 2010

For the Year For the YearPARTICULARS SCHEDULE 31-March-10 31-March-09

Rs. Rs.

INCOME :Sales and Other Income from Operations J 924,295,441 772,798,448Less: Excise Duty Recovered on Sales 49,370,325 45,583,328

874,925,116 727,215,120Other Income K 42,646,765 9,289,814Increase / (Decrease) in Stocks L (3,958,598) 116,762,224

TOTAL 913,613,283 853,267,158

EXPENDITURE :Material Costs M 293,246,649 226,799,577Manufacturing & Operating Costs N 416,046,723 376,249,232Employment Costs O 50,710,705 47,034,205Sales & Distribution Expenses P 18,880,789 29,992,668Administrative & General Expenses Q 25,779,786 25,413,295Interest & Financial Charges R 77,274,689 64,944,290Depreciation E 52,185,502 48,269,681Miscellaneous Expenditure Written Off I 3,563,510 3,804,759

937,688,353 822,507,707

Profit Before Tax & Before Exceptional Items (24,075,070) 30,759,452

Less: Exceptional Items (Refer note 9) 3,843,992 9,648,001

Profit Before Tax & After Exceptional Items (27,919,062) 21,111,451

Provision for Tax : - Current Tax - 2,349,184 - Deferred Tax (14,355,058) (10,438,876) - Fringe Benefit Tax - 377,255 - Earlier Year Tax - 599,173

Tax For the Year (14,355,058) (7,113,264)

Profit After Tax (13,564,004) 28,224,714Less: Prior Year Items 16,800 1,774,144Balance Brought Forward From Last Year 211,563,660 185,113,090

Amount Available For Appropriation 197,982,856 211,563,660

APPROPRIATIONS:-Proposed Dividend on Equity Shares - -Tax on Proposed Dividend - -

- -

Balance carried to Balance Sheet 197,982,856 211,563,660

Earning Per Share Before Exceptional Items (Basic Diluted) -0.53 2.01Earning Per Share After Exceptional Items (Basic & Diluted) -0.74 1.54(Refer Note 13)Significant Accounting Policies SNotes to Accounts T

As per our report of even date For and on behalf of the BoardFor SVK & ASSOCIATES For DECOLIGHT CERAMICS LTD.Chartered Accountants

Shilpang V. Karia Girishbhai M. Pethapara Kantibhai M. PethaparaPartner Managing Director Joint Managing DirectorMembership No.: 102114Firm No.: 118564WPlace : Morbi Ramachandran Pillai Place : MorbiDate : 12th August, 2010 Company Secretary Date : 12th August, 2010

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Annual Report 2009-201038

Cash Flow Statement

For The Year Ended 31st March, 2010

As per our report of even date For and on behalf of the BoardFor SVK & ASSOCIATES For DECOLIGHT CERAMICS LTD.Chartered Accountants

Shilpang V. Karia Girishbhai M. Pethapara Kantibhai M. PethaparaPartner Managing Director Joint Managing DirectorMembership No.: 102114Firm No.: 118564WPlace : Morbi Ramachandran Pillai Place : MorbiDate : 12th August, 2010 Company Secretary Date : 12th August, 2010

PARTICULARS For the Year For the Year 31-March-10 31-March-09

Rs. Rs.

A Cash Flow from Operating ActivityProfit before tax and before exceptional items (24,075,070) 30,759,452Add: Non Cash and Operating ExpensesDepreciation 52,185,502 48,269,681Interest & Financial Charges 77,274,689 64,944,290Preliminary Expenses Written Off 3,563,510 3,804,759

Operating profit before working capital changes 108,948,631 147,778,182Adjustment for:(Increase) / Decrease in Inventory 30,874,479 (139,822,561)(Increase) / Decrease in Debtors (60,018,556) 9,702,037(Increase) / Decrease in Loans and Advances 1,315,846 (17,972,256)Increase / (Decrease) in Current Liabilities and Provisions 19,432,827 (869,677)(Increase) / Decrease in Deferred Revenue Expenditure (1,451,823) (8,795,477)(to the extent not written off)

Cash Generated from Operation 99,101,405 (9,979,752)Taxes paid (2,504,625) (9,014,865)

Net Cash Flow from Operating Activity beforeExceptional Items 96,596,780 (18,994,617)Less: Exceptional and Prior Year Revenue Expenses in CashExceptional Items 3,843,992 9,648,001Prior Year Items 16,800 1,774,144

Net Cash Flow from Operating Activity afterExceptional Items 92,735,988 (30,416,762)

B Cash Flow from Investing Activity(Increase) / Decrease in Fixed Assets (net) (34,342,227) (87,421,898)(Increase) / Decrease in Investments & Accrued Interest Thereon (59,910,905) 37,054,067

Net Cash Flow from Investing Activities (94,253,132) (50,367,831)

C Cash Flow from Financing ActivityProceeds from Issue of Equity Convertible Warrants 77,653,125 -Increase / (Decrease) in Secured Loans (3,635,972) 152,886,209Increase / (Decrease) in Unsecured Loans (1,790,758) (7,133,561)Interest Expenses (77,274,689) (64,944,290)

Net Cash Flow from Financing Activities (5,048,294) 80,808,358

Net Increase / (Decrease) in Cash and Cash Equivalents (6,565,439) 23,765Opening Balance of Cash and Cash Equivalents 17,107,051 17,083,286

Closing Balance of Cash and Cash Equivalents 10,541,613 17,107,051

Notes :1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the

Accounting Standard - 3 on "Cash Flow Statement" issued by ICAI.2. Figures of Cash & Cash Equivalents have been taken from Schedule G (c).

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Annual Report 2009-2010 39

Schedules Forming Part Of

Balance Sheet As At 31st March, 2010

As at As atPARTICULARS 31-March-10 31-March-09

Rs. Rs.

SCHEDULE- A : SHARE CAPITAL

1 AUTHORISED :100,000,000 Equity Shares of Rs.10/- each 1,000,000,000 250,000,000(25,000,000)

Total 1,000,000,000 250,000,000

2 ISSUED, SUBSCRIBED & PAID UP :EQUITY SHARE CAPITAL18,335,444 Equity Shares of Rs.10/- each fully paid 183,354,440 183,354,440(18,335,444)

TOTAL A 183,354,440 183,354,440

SCHEDULE- A1: EQUITY CONVERTIBLE WARRANTS28,237,500 (Nil) Equity Convertible Warrants ofRs. 10/- each partly paid (Refer Note 2) 70,593,750 -

TOTAL A1 70,593,750 -

SCHEDULE- B : RESERVES & SURPLUS

Equity Share premium 365,417,104 365,417,104Equity Convertible Warrants Premium 7,059,375 -

372,476,479 365,417,104

Profit & Loss Account 197,982,856 211,563,660

TOTAL B 570,459,335 576,980,764

SCHEDULE - C : SECURED LOANS *

(Refer note 3)From Banks:

Term Loans 89,028,784 87,923,502Corporate Loans 118,821,041 127,746,899Working Capital Loans 273,632,290 265,254,313Vehicle Loans 1,401,496 1,521,593

From Financial Institutions:Term Loan 41,255,000 44,600,000Vehicle Loans 665,179 1,393,456

* Secured Loans excludes interest acrrued but not due

TOTAL C 524,803,791 528,439,763

SCHEDULE - D : UNSECURED LOANS

Long Term:From Banks 1,094,690 2,885,448

TOTAL D 1,094,690 2,885,448

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D E C O L I G H T C E R A M I C S L I M I T E D

An

nu

al

Re

po

rt 2

00

9-2

01

040

Schedules Forming Part Of Balance Sheet As At 31st March, 2010

SCHEDULE - E : FIXED ASSETS

GROSS BLOCK DEPRECIATION / AMORTIZATION BLOCK NET BLOCK

As on Additions Deductions As on As on Depreciation Deductions As on As on As onParticulars 1-April-09 during during 31-March-10 1-April-09 for 31-March-10 31-March-10 31-March-09

the year the year the year

Land 1,390,920 – – 1,390,920 – – – – 1,390,920 1,390,920

Factory Buildings 134,398,787 24,988,406 – 159,387,193 11,224,923 5,068,919 – 16,293,842 143,093,351 123,173,864

Plant and Manchinery – –

Coal Gas Plant 41,634,068 – – 41,634,068 7,825,627 2,198,279 – 10,023,906 31,610,162 33,808,441

Kilan 46,554,968 – – 46,554,968 7,086,680 2,458,102 – 9,544,782 37,010,186 39,468,288

Drayer 20,274,770 – – 20,274,770 2,805,910 1,070,508 – 3,876,418 16,398,352 17,468,860

Press 23,293,228 – – 23,293,228 5,843,645 1,229,882 – 7,073,528 16,219,701 17,449,583

Other Imported Machineries 198,004,908 – – 198,004,908 32,493,600 14,161,158 – 46,654,758 151,350,150 165,511,308

Indigenous Machineries 151,451,221 30,274,372 – 181,725,593 20,918,684 11,035,595 – 31,954,279 149,771,314 130,532,536

Electric Installation 11,670,998 – – 11,670,998 1,827,049 865,988 – 2,693,037 8,977,961 9,843,949

Electric Fittings 6,294,542 – – 6,294,542 1,297,070 467,055 – 1,764,125 4,530,417 4,997,472

Laboratory Instruments 738,409 – – 738,409 120,055 35,074 – 155,129 583,280 618,354

Other Equipments 952,910 – – 952,910 14,529 70,706 – 85,235 867,675 938,381

Computer 1,279,062 188,770 25,000 1,442,832 332,500 227,234 5,074 554,659 888,173 946,562

Mobile Instruments 320,420 37,675 – 358,095 45,113 16,855 – 61,969 296,126 275,307

Furniture and Fixtures – –

Office Furniture 1,277,944 93,895 – 1,371,839 50,985 84,278 – 135,264 1,236,575 1,226,959

Office Appliances 839,226 59,505 – 898,731 71,474 41,086 – 112,560 786,171 767,752

Vehicles – –

Motor Car 6,786,138 609,687 1,156,170 6,239,655 1,021,740 640,176 558,809 1,103,107 5,136,548 5,764,398

Staff Bus 476,800 – – 476,800 215,311 45,296 – 260,607 216,193 261,489

Wind Mill Plant & Machinery 233,524,233 – – 233,524,233 17,833,587 12,330,080 – 30,163,666 203,360,567 215,690,646

Wind Mill Leasehold Land 2,784,600 – – 2,784,600 201,200 139,230 – 340,430 2,444,170 2,583,400

883,948,152 56,252,310 1,181,170 939,019,292 111,229,680 52,185,502 563,883 162,851,299 776,167,992 772,718,472

Capital Work In Progress

Factory Building 21,273,171 – 21,273,171 – – – – – – 21,273,171

Furniture & Fixtures 19,625 – 19,625 – – – – – – 19,625

21,292,796 – 21,292,796 – – – – – – 21,292,796

GRAND TOTAL 905,240,948 56,252,310 22,473,966 939,019,292 111,229,680 52,185,502 563,883 162,851,299 776,167,992 794,011,268

PREVIOUS YEAR TOTAL 817,819,049 153,990,120 66,568,220 905,240,948 62,959,999 48,269,681 – 111,229,680 794,011,268 754,859,050

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Annual Report 2009-2010 41

Schedules Forming Part Of

Balance Sheet As At 31st March, 2010

As at As atPARTICULARS 31-March-10 31-March-09

Rs. Rs.

SCHEDULE- F : INVESTMENTS

Unutilized Fund of Equity Convertible Warrants

Inter Corporate Deposits 57,000,000 -

Bank & Other Deposits - -

Interest Accrued and Due 2,910,905 -

TOTAL F 59,910,905 -

SCHEDULE- G : CURRENT ASSETS, LOANS AND ADVANCES

(a) INVENTORIES :

(As taken ,valued and certified by the management)

Raw Materials 26,083,277 41,897,662

Stores & Spares, Polishing Materials & Packing Materials 67,269,353 53,388,919

Semi Finished Goods 107,727,906 129,779,164

Finished Goods * 94,313,348 77,297,275

Fuel Items 379,650 12,095,347

Merchanting Goods 15,382,349 27,571,995

Total (a) 311,155,882 342,030,362

* Includes Goods in Transist Rs. Nil (Rs. 32,43,382)

(b) SUNDRY DEBTORS :

(Unsecured and considered good as certified by the management)

Others 186,712,325 107,243,649

Over six months 118,201,454 137,651,575

Total (b) 304,913,780 244,895,224

(c) CASH AND BANK BALANCES :

Cash on hand & Equivalants 2,930,628 3,711,751

Balances with Scheduled Banks

- In Current Accounts 268,326 4,847,121

- In Fixed deposit 7,342,659 8,548,179

Total (c) 10,541,613 17,107,051

(d) LOANS AND ADVANCES :

(Unsecured and considered good as certified by the management)

Advances recoverable in cash or kind or for value to be recovered 71,207,355 73,664,027

Deposits with government 9,541,791 10,798,626

Advance payment against taxes 30,296,144 25,878,832

Total (d) 111,045,290 110,341,485

TOTAL G (a+b+c+d) 737,656,565 714,374,122

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Annual Report 2009-201042

Schedules Forming Part Of

Balance Sheet As At 31st March, 2010

As at As atPARTICULARS 31-March-10 31-March-09

Rs. Rs.

SCHEDULE- H : CURRENT LIABILITIES & PROVISIONS

(a) Current Liabilities :

Sundry Creditors

- Others 118,683,575 77,313,248

- Micro, Small & Medium Enterprises (Refer note 19 ) 1,563,931 4,872,913

Dealers Deposits 10,938,215 24,100,001

Advances from Customers 3,969,993 17,464,546

Duties & Taxes Payable 7,967,796 9,630,888

Interest acrrued but not due on Secured Loans 5,802,810 5,958,542

Total (a) 148,926,321 139,340,138

(b) Provisions :

For Unpaid expenses 11,391,564 5,141,828

For Excise duty 4,673,496 1,076,588

For Income Tax 18,538,183 18,538,183

For Fringe Benefit Tax - 484,974

Total (b) 34,603,244 25,241,574

TOTAL H (a+b) 183,529,564 164,581,712

SCHEDULE - I : MISCELLANEOUS EXPENDITURE

(To the extent not adjusted or written off)

(a) Preliminary Expenses 360,000 961,249

Less : - Written off against profit and loss account 360,000 601,249

Total (a) - 360,000

(b) Share Issue Expenses 10,276,214 13,479,724

Less : - Written off against profit and loss account 3,203,510 3,203,510

Total (b) 7,072,704 10,276,214

(c) Deferred Revenue Expenditure 8,795,477 -

Add : - Incurred During the Year 4,563,365 10,994,346

Less : - Written off During the Year 3,111,542 2,198,869

Total (c) 10,247,300 8,795,477

TOTAL I (a+b+c) 17,320,004 19,431,690

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Annual Report 2009-2010 43

Schedules Forming Part of Profit And Loss Account

For The Year Ended 31st March, 2010

For the Year For the YearPARTICULARS 31-March-10 31-March-09

Rs. Rs.

SCHEDULE - J : SALES AND OTHER INCOME FROM OPERATIONSSale of Manufactured Goods 766,185,483 685,720,649Sale of Merchanting & Other Goods 72,990,190 46,598,631Work Contract Income [TDS Rs. 6,21,111 (Nil)] 30,151,000 -Wind Power Generation Inome 54,968,769 40,479,168

TOTAL J 924,295,441 772,798,448

SCHEDULE - K : OTHER INCOMEInterest on Investments [TDS Rs. 1,00,600 (Rs. 8,06,645)] 3,390,986 4,285,972Interest Income [TDS Rs. 1,89,673 (Rs. 3,60,564)] 1,076,038 1,285,533Rate Difference, Discount & Credit Balances written back 32,454,378 1,593,548Other Miscellaneous Income 5,725,363 2,124,761

TOTAL K 42,646,765 9,289,814

SCHEDULE - L : INCREASE / (DECREASE) IN STOCKS(a) Stock-In-Trade (at close)

Finished Goods 94,313,348 77,297,275Stock-in-process 107,727,906 129,779,164

Total (a) 202,041,254 207,076,439

(b) Stock-In-Trade (at commencement)Finished Goods 77,297,276 41,315,640Excise Duty (1,076,588) (4,137,552)Stock-in-process 129,779,164 53,136,127

Total (b) 205,999,852 90,314,215

TOTAL L (a-b) (3,958,598) 116,762,224

SCHEDULE - M : MATERIAL COSTS(a) Raw Material :-

Opening Stock 41,897,662 45,081,299Less: Transfer to Consumables - 131,595Add: Purchases (net) 217,038,941 197,844,097Less: Closing Stock 26,083,277 41,897,662

Raw Material Consumed Total (a) 232,853,326 200,896,139

(b) Merchanting Goods :-Opening Stock 27,571,996 1,238,155Less: Transfer to Consumables - 1,099,780Add: Purchases 48,203,675 53,337,057Less: Closing Stock 15,382,349 27,571,995

Cost of Goods Sold Total (b) 60,393,323 25,903,437

TOTAL M (a+b) 293,246,649 226,799,577

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Annual Report 2009-201044

Schedules Forming Part Of Profit And Loss Account

For The Year Ended 31st March, 2010

For the Year For the YearPARTICULARS 31-March-10 31-March-09

Rs. Rs.

SCHEDULE - N : MANUFACTURING & OPERATING COSTS

Consumption of Stores & Spares 45,133,916 35,036,030Consumption of Packing Materials 22,142,810 27,930,309Consumption of Electirc, Power and Fuel 276,485,024 264,345,920Machinery Repairs & Maintenance 7,672,946 5,784,955Building Repairs & Maintenance 697,630 153,016Freight & Unloading Expenses 37,158,594 36,162,648Work Contract Expenses 6,206,153 -Rent - Factory 244,000 360,000Other Manufacturing & Operating Expenses 20,305,650 6,476,354

TOTAL N 416,046,723 376,249,232

SCHEDULE - O : EMPLOYMENT COSTS

Salary, Wages and Bonus (including directors remuneration) 49,752,132 46,178,986Contribution to Provident Fund & Gratuity Fund Provision 958,573 855,219

TOTAL O 50,710,705 47,034,205

SCHEDULE - P : SALES & DISTRIBUTION EXPENSES

Advertisement & Sales Promotion Expenses 6,549,479 4,303,069Discount and Commission 5,706,936 20,525,620Transportation & Loading Expenses 4,996,098 5,132,280Bad Debts Written off 972,503 11,688Taxes 655,774 20,011

TOTAL P 18,880,789 29,992,668

SCHEDULE -Q : GENERAL & ADMINISTRATION EXPENSES

Rent 8,136,491 5,761,637Rates & Taxes 62,851 49,118Conveyance, Tour and Travelling Expenses 4,478,301 6,566,137Legal and Professional Expenses 3,877,647 2,108,466Insurance 1,248,420 1,216,311General Administration Expenses 7,865,828 9,600,646Other Miscellaneous Expenses 110,248 110,979

TOTAL Q 25,779,786 25,413,295

SCHEDULE -R : INTEREST & FINANCE CHARGES

Bank Loan and other Interest 74,686,962 57,622,703Other Financial Charges 2,587,727 7,321,587

TOTAL R 77,274,689 64,944,290

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Annual Report 2009-2010 45

SCHEDULE S : SIGNIFICANT ACCOUNTING POLICIES

(i) Basis of preparation

The financial statements have been prepared to comply with all material aspects of the mandatory

Accounting Standards issued by the Institute of Chartered Accountants of India ('ICAI') and the

relevant provisions of the Companies Act, 1956 (the 'Act'). The financial statements have been

prepared under the historical cost convention on accrual basis. The accounting policies have been

consistently applied by the Company unless otherwise stated.

(ii) Use of Estimates:

The presentation of financial statements in conformity with the generally accepted accounting principles

requires estimates and assumptions to be made that affect the reported amount of assets and

liabilities and disclosures relating to contingent liabilities as at the date of the financial statements

and the reported amount of revenues and expenses during the reporting year. Contingencies are

recorded when it is probable that a liability will be incurred, and the amount can be reasonably

estimated. Actual results could differ from those estimates. Differences between the actual results

and estimates are recognised in the year in which the results are known / materialised.

(iii) Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the

company and the revenue can be reliably measured.

Sales of Goods:

Sales are recognised when significant risks and rewards of ownership of goods have been passed on

to the buyer.

Work Contracts Income:

Work contracts income is recognised on completed contract method when the complete services

are rendered.

Power Generation Income:

Power generation income is recognised on the basis of electrical units generated and eligible for

captive consumption or captive consumed or sold as shown in the power generation reports issued

by the concerned authorities. Power generation income is booked as the per unit electricity rate,

being paid by the company / actually sold by the company.

Interest:

Revenue is recognised on a time proportion basis taking into account the amount outstanding and

the rate applicable.

Other Income:

Sales Schemes and Other Market incentives are recognized in the profit and loss account of the

period during which it accrues. Unspent liabilities & credit balances are recognized in the profit and

loss account of the period in which it is identified as not payable.

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Annual Report 2009-201046

(iv) Inventories:

Inventories of Raw Materials, Packing Materials, Goods-in-Process, Finished Goods, and Merchanting

Goods are stated at cost or net realisable value, whichever is lower. Stores and Spare Parts are

stated 'at or below cost'. Goods-in-transit are stated 'at cost'. Cost comprises all cost of purchase,

cost of conversion and other costs incurred in bringing the inventories to their present location and

condition. The excise duty in respect of closing inventory of finished goods is included as part of

finished goods. Cost formula used is 'Average cost'. Due allowance is estimated and made for

defective and obsolete items, wherever necessary, based on the past experience of the Company.

(v) Fixed Assets :

Gross fixed assets are stated at cost of acquisition including incidental expenses relating to acquisition

and installation. Fixed Assets are stated at cost net of modvat / cenvat / other credits and includes

amounts added on revaluation, less accumulated depreciation and impairment loss, if any. All pre-

operative costs, including specific financing cost till commencement of commercial production, net

charges on foreign exchange contracts and adjustment arising from foreign exchange rate variations

attributable to the fixed assets are capitalised. Long-term leasehold assets are capitalized under

fixed assets.

(vi) Depreciation / Amortization

Depreciation is provided on Straight Line Method at the rates and in the manners prescribed in

Schedules XIV to the Companies Act, 1956, on the basis of shifts / manners of utilization of the

assets. Depreciation on additions/ disposals during the year has been provided on pro-rata basis with

reference to the nos. of days utilized.

Long-term leasehold assets capitalized under fixed assets are amortized over the period of lease on

straight-line method.

(vii) Borrowing Cost

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are

capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial

period of time to get ready for intended use. All other borrowing costs are charged to revenue.

(viii) Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the

date of transaction.

Foreign currency current assets and current liabilities outstanding at the balance sheet date are

translated at the exchange rate prevailing on that date and the net gain or loss is recognized in the

profit and loss account.

Foreign currency translation differences relating to liabilities incurred for purchasing of fixed assets

from foreign countries are adjusted in the carrying cost of fixed asset for differences up to the year-

end in the year of acquisition, whereas differences arising thereafter to be recognized in the profit

and loss account. All other foreign currency gain or losses are recognized in the profit and loss

account.

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Annual Report 2009-2010 47

(ix) Investments

Pending the utilization of equity convertible warrants issued on preferential basis application money

received, fund raised for the purpose has been shown under this group, in compliance with Schedule

VI of the Companies Act, 1956. Interest accrued and due over such investments has been shown

separately under this group.

(x) Taxation

Tax expenses comprise current tax and deferred tax charge or credit. Current tax is determined in

accordance with the provisions of the Income-Tax Act, 1961.

Deferred tax assets and liability is recognized, on timing differences, being the differences between

taxable income and accounting income that originate in one period and are capable of reversal in

one or more subsequent periods. Deferred tax assets arising mainly on account of brought forward

losses, unabsorbed depreciation and minimum alternate tax under tax laws, are recognised, only if

there is a virtual certainty of its realisation, supported by convincing evidence. At each Balance

Sheet date, the carrying amount of deferred tax assets are reviewed to reassure realisation. The

deferred tax asset and deferred tax liability is calculated by applying tax rate and tax laws that have

been enacted or substantively enacted by the Balance Sheet date.

(xi) Operating Lease

Operating leases: Assets acquired as leases where a significant portion of risk and rewards of ownership

are retained by the lessor are classified as operating lease. Lease rentals being income or expense

are booked to the profit and loss account as incurred.

Initial direct cost in respect of the lease acquired are expensed out in the year in which such costs

are incurred.

(xii) Retirement Benefits and other employee benefits

Defined contribution to provident fund is charged to the profit and loss account on accrual basis.

Provision for gratuity liability is provided based on actuarial valuation made at the end of the financial

year.

Leave encashment expenditure is charged to profit and loss account at the time of leave encashed

and paid. Bonus expenditure is charged to profit and loss account on accrual basis.

(xiii) Provisions, contingent liabilities and contingent assets

A provision is recognised when the company has a present obligation as a result of past events and

it is probable that an outflow of resources will be required to settle the obligation, in respect of

which a reliable estimate can be made. Provisions are not discounted to their present value and are

determined based on best estimates required to settle the obligation at the balance sheet date.

These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed by way of notes to the accounts.

Contingent assets are not recognized.

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Annual Report 2009-201048

(xiv) Preliminary & Pre-operative Expenditure

Preliminary Expenditure has been amortised over a period of five years.

Pre-operative Expenditure incurred for expansion project including specific financing cost till

commencement of commercial production, attributable to the fixed assets are capitalised.

(xv) Deferred Revenue Expenditure

Deferred Revenue Expenditure includes those advertisement expenditure, market survey expenditure

and sales promotion expenditure, which in the opinion of the management of the company has

beneficial utility for longer period. Such expenditure is amortized over period of five years on straight

line basis.

(xvi) Share Issue Expenses

Portion of share issue expenses being in nature of deferred revenue expenses incurred for raising the

money through initial public offer for the expansion projects are amortized to profit and loss account

over period of five years from the commencement of the relevant project. Additional share issue

expenses incurred at the time of initial public offer has been written off against the share premium

received in the initial public offer.

Expenses incurred towards proposed allotment of equity convertible warrants on preferential basis

and towards proposed issuance / offering of GDR/ADR/FCCB/QIP are shown as pre-paid expense

pending the issuance / offering of such shares / warrants.

As per our attached report of even date For and on behalf of the BoardFor SVK & ASSOCIATES For DECOLIGHT CERAMICS LTD.Chartered Accountants

Shilpang V. Karia Girishbhai M. Pethapara Kantibhai M. PethaparaPartner Managing Director Joint Managing DirectorMembership No.: 102114Firm No.: 118564WPlace : Morbi Ramachandran Pillai Place : MorbiDate : 12th August, 2010 Company Secretary Date : 12th August, 2010

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Annual Report 2009-2010 49

SCHEDULE T : NOTES ON ACCOUNTS

Nature of Operations :-

Decolight Ceramics Ltd. having its manufacturing facilities at Morbi, is engaged in Manufacturing of

vitrified tiles & alluminium composite panels, Trading of other ceramic tiles and commodities items,

Work contracts for ceramic and alluminium section works and Wind Power Genration.

1 Previous year’s figure have been reworked, regrouped, rearranged and reclassified wherever necessary.

Accordingly, amounts and other disclosures for the preceding year are included as an integral part of

the current year financial statements and are to be read in relation to the amounts and other disclosures

relating to the current year.

2 Equity Convertible Warrants : -

28,237,500 Equity Convertible Warrants alloted on preferential basis being convertible within 18

months from the date of allotment of warrant i.e. any time on or before June 7, 2011, exercisable at

the option of the warrant holders into one equity share per warrant at Rs.10.25 (including premium of

Re.0.25) per equity share of the nominal value of Rs.10 each. Application cum allotment money

received of Rs. 2.75 (including premium of Re.0.25) per equity convertible warrant.

3 Loan Funds :-

Term Loan & Corporate Loan From Banks

Amt O/s

Rs.207,849,825/- Secured by Equitable Mortgage of factory land & building, hyphothication of

plant & machineries, hypothecation of stock & book-debts, Equitable Mortgage & Hypothecation

of collaterals from associate concern & relatives of directors and guarantee of directors, their

relatives and associates.

Working Capital Loan From Banks

Amt O/s

Rs.273,632,290/- Secured by Equitable Mortgage of factory land & building, hyphothication of

plant & machineries, hypothecation of stock & book-debts, Equitable Mortgage & Hypothecation

of collaterals from associate concern & relatives of directors and guarantee of directors, their

relaives and associates.

Term Loan From Financial Institutions

Amt O/s

Rs.41,255,000/- Secured by Hypothecation of windmill plant & machineries and Equitable

Mortgage of its leasehold land rights being financed, Equitable Motgage of collaterals from

directors and guarantee of directors.

Vehicle Loan From Banks & Financial Institutions

Amt O/s

Rs.2,066,675/- Secured against hypothecation of vehicles.

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Annual Report 2009-201050

4 Managerial Remuneration to Directors

2009-2010 2008-2009

a) Salaries, Perquisites & Allowances - 4,500,000

b) Sitting Fees 195,000 185,000

195,000 4,685,000

2009-2010 2008-2009 *

5 Payment to Auditor

a) Statutory Audit Fees 175,000 175,000

b) Tax Audit Fees 50,000 50,000

225,000 225,000

* excluding service tax

6 C.I.F. Value of Import- 2009-2010 2008-2009

a) Raw material - 18,879,960

b) Stores and spares 30,866,077 15,752,308

c) Capital goods - 4,162,154

d) Merchanting Goods 18,003,750 -

48,869,827 38,794,422

7 The value of raw materials consumed 2009-2010 2008-2009

Rs. % Rs. %

a) Raw material

i) Imported 1,098 0.00% 34,718,411 17.28%

ii) Indigenous 232,852,228 100.00% 166,177,728 82.72%

232,853,326 100.00% 200,896,139 100.00%

b) Store, spares, polishing and packing materials

i) Imported 33,359,517 49.59% 24,654,001 39.15%

ii) Indigenous 33,917,209 50.41% 38,312,338 60.85%

67,276,726 100.00% 62,966,339 100.00%

8 Expenditure & Earnings in Foreign Exchange 2009-2010 2008-2009

a) Machinery Maintenance 652,947 -

b) Earnings for sale of goods 409,446 1,548,246

9 Raw Material Consumption Pattern 2009-2010 2008-2009

Qty. in M.T. Rs. % Qty. in M.T. Rs. %

Vitrified Tiles Unit

a) Felspar Powder 43,462 80,521,144 36.64% 29,968 57,498,750 30.42%

b) Ukrain Clay 737 4,444,781 2.02% 3,320 20,037,846 10.60%

c) China Clay 26,507 28,080,124 12.78% 4,071 8,716,918 4.61%

d) Other Material 20,975 106,717,416 48.56% 28,186 102,757,906 54.37%

91,680 219,763,465 100.00% 65,545 189,011,420 100.00%

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Annual Report 2009-2010 51

2009-2010 2008-2009

Qty. in M.T. Rs. % Qty. in M.T. Rs. %

Alluminium Composite Panel Unit

a) Alluminium Coils 48.97 9,479,760 72.42% 38.61 5,824,036 49.00%

b) Plastic Granuals 67.08 3,023,734 23.10% 93.26 5,247,604 44.15%

c) Adhesive Films 2.78 586,366 4.48% 3.96 813,080 6.84%

118.83 13,089,861 100.00% 135.83 11,884,719 100.00%

10 Exceptional Items

During the year ended March 31, 2010, the company has to pay to customers amount of Rs. 45.12

lacs on account of damaged goods claim lodged by the parties. This being expenditure of exceptionally

high looking to the volume of business, the company has identified Rs. 38.44 lacs as exceptional item

of the expenditure being over and above normal expenditure considered and identified at Rs. 6.68

lacs.

11 During the financial year, as per the terms of equity convertible warrants issued, the company received

application cum allotment money of Rs. 776.53 lacs for 2,82,37,500 equity convertible warrants at

Rs. 2.75 each {including premium of Re. 0.25 per warrant} out of exercise price of Rs 10.25 per equity

share. Out of the total proceeds of Rs. 776.53 lacs; Rs. 570.00 lacs are lying as investment with

interest bearing inter corporate deposits pending the utilization. The remaining amount has been

utilized during the year for general corporate purpose in terms of the object of the issue.

12 Deferred Tax Liability Comprise of the following 2009-2010 2008-2009

a) Deferred tax liabilities

Related to Fixed Assets 114,459,276 117,195,782

Related to Deferred Revenue Expenditure 2,038,352 2,989,583

116,497,628 120,185,365

b) Deferred tax assets

Related to Unabsorbed Depreciation 41,863,291 30,551,636

Related to Provision for Gratuity 705,476 307,902

Related to Minimum Alternate Tax Credit 16,708,967 17,750,874

59,277,734 48,610,412

Deferred Tax Liability {Net} (a-b) 57,219,894 71,574,953

13 Earning Per Share 2009-2010 2008-2009

Net Profit after tax and after exceptional items (Rs.) (13,564,004) 28,224,714

Net Profit available to equity share holders (Rs.) (13,564,004) 28,224,714

Add: Exceptional items and tax thereon (Rs.) 3,843,992 8,554,882

Net Profit after tax and before exceptional items (Rs.) (9,720,012) 36,779,596

Weighted Nos.of Equity Shares used as denominated for

calculating the Basic EPS 18,335,444 18,335,444

Weighted average nos. of potential equity that coulde arise

on conversion of equity warrants. 2204846 -

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Annual Report 2009-201052

Dilutive Shares for the year 38051 -

Weighted Nos.of Equity Shares used as denominated for

calculating the Diluted EPS 18,373,495 18,335,444

Basic EPS Before Exceptional Items (Rs.) (0.53) 2.01

Dilluted EPS Before Exceptional Items (Rs.) (0.53) 2.01

Basic EPS After Exceptional Items (Rs.) (0.74) 1.54

Dilluted EPS After Exceptional Items (Rs.) (0.74) 1.54

14 Information pursuant to the provision of Part II of Schedule VI of The Companies Act, 1956.

2009-2010 2008-2009

a) Capacity & Production

Product : Vitrified Tiles

Licensed Capacity - Not Applicable

Installed Capacity (on continuous process basis)-In MT 64000 64000

Actual Production - In MT 61981 47159

Product : Alluminium Composite Panel

Licensed Capacity - Not Applicable

Installed Capacity (on per shift basis)-In Sq Mtrs. 700000 700000

Actual Production - In Sq. Mtrs. 40703 31890

b) Turnover and Closing Stock of Manufactured Goods

2009-2010 2008-2009

Qty. Qty.

Vitrified Tiles Unit in M.T. Rs. in M.T. Rs.

Turnover 59,537.09 743,401,256 46,450.98 673,894,897

Closing Stock 7,694.07 92,728,089 5,250.33 74,514,789

Alluminium Composite Panel Unit in Sq. Mtr Rs. in Sq. Mtr Rs.

Turnover 42,988.73 22,784,227 25,654.67 11,825,752

Closing Stock 3,949.30 1,585,259 6,235.04 2,782,486

c) Consumption of Raw Material

Vitrified Tiles Unit 91,680.30 219,763,465 65,545.00 189,011,420

Alluminium Composite Panel Unit 118.83 13,089,861 135.83 11,884,719

d) Opening Stock, Purchase, Sales & Closing Stock of Merchanting Goods (Tiles, Other Building

Materials & Commodity Items) 2009-2010 2008-2009

Qty. Rs. Qty. Rs.

in Box/Sheets/MT in Box/Sheets

Opening 132,502 27,571,995 199 1,238,155

Purchase 247,822 48,203,675 369,934 53,337,057

Sales 294,650 72,990,190 237,431 38,673,798

Transfer 5,749 229,504 199 1,238,155

Closing Stock 79,926 15,382,349 132,502 27,571,995

2009-2010 2008-2009

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15 Disclosure under Accounting Standard - 15 (Revised) on ‘Post Employment Benefits’

Gratuity Benefits

The Company has defined benefit gratuity plan. Every employee who has completed five years or

more of services gets a gratuity on departure at 15 days salary (Last drawn salary) for each completed

year of service.

The following table summarizes the component of net benefit expenses recognized in Profit & Loss

Account.

(I) Changes in the present value of the defined benefit gratuity plan are as follows:

Particulars 2009-10 2008-09

Opening defined benefit obligation 757,182 148,678

Interest Cost 41,645 8,177

Current Service Cost 224,270 104,226

Benefit Paid - -

Actuarial Gain/(Losses) on obligation 354,137 496,101

Closed Defined benefit obligation 1,377,234 757,182

(II) Change in Fair Value of Asset

Particulars 2009-10 2008-09

Fair Value of Asset at beginning - -

Expected Return - -

Employer’s Contribution - -

Actuarial Gain/ (Loss) - -

Fair Value of plan asset at end - -

(III) Details of defined benefit gratuity plan

Particulars 2009-10 2008-09

Defined benefit obligation (A) 1,377,234 757,182

Fair Value of plan asset (B) - -

Present value of Unfunded obligation (C=A-B) 1,377,234 757,182

Less: Unrecognized past service Cost (D) - -

Plan Asset/ (Liability) (E=C-D) 1,377,234 757,182

(IV) Net Employee Benefit expenses in Profit & Loss Account

Particulars 2009-10 2008-09

Current Service Cost 224,270 104,226

Interest Cost on benefit obligation 41,645 8,177

Expected return on plan assets - -

Net Actuarial Gain/(Loss) recognized in the year 354,137 496,101

Past Service Cost - -

Net Benefit Expense 620,052 608,504

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Annual Report 2009-201054

(V) Amounts for the current and previous periods are as follows:

Particulars 2009-10 2008-09

Defined Benefit obligation 1,377,234 757,182

Plan Assets - -

Surplus / (Deficit) 1,377,234 757,182

Experience adjustments on Plan Liabilities 556,774 496,101

Experience adjustments on Plan Assets - -

(VI) The principal assumption used in determining the defined benefit gratuity plan

obligations are shown below.

Particulars 2009-10 2008-09

Retirement Age to be Assumed at 58 58

Rate of Discounting 6.25% 5.50%

Future Salary rise 5.00% 5.00%

Attrition Rate 50.00% 50.00%

Mortality Rate LIC (1994-96) Ultimate LIC (1994-96) Ultimate

Gratuity Limit 350,000 350,000

The estimated future salary increases, considered in actuarial valuation, takes into account the

effect of inflation, seniority, promotion and other relevant factors such as supply and demand in

the employment market.

16 Segment Information:-

The company has identified two reportable segment viz. “Manufacturing and Trading of tiles and

other building materials” & “Wind Power Generation”. The other items which is not related to wind

power generation and not being of significant value has been shown along with main reportable

segment of manufacturing and trading of tiles & other building materials.

Segment have been identified and reported taking into account nature of product and services and

deferring risk and rewards from them. The accounting policies adopted for segment reporting are in

line with the accounting policy of the company with following additional policies:

(a) Revenue and expenses have been identified to a segment on the basis of relationship to the

corresponding segment. Revenue and expenses, which relate to enterprise as a whole and are

not allocable to a segment on reasonable basis, have been deducted from total column.

(b) Segment assets and segment liabilities represents assets and liabilities in respective segments.

Assets and liabilities that cannot be allocated to as segment on a reasonable basis have been

disclosed as ‘Unallocable’.

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Annual Report 2009-2010 55

(I) Primary Segment Information: Amount Rs. In Lacs

Figures in brackets shows previous year figures

Particulars Tiles and other Wind power Total

building material generation

Segment Revenue 8,581.36 549.69 9,131.05

External Income (6,904.54) (404.79) (7,309.33)

Total Income 8,581.36 549.69 9,131.05

(6,904.54) (404.79) (7,309.33)

Segment Result Before Interest and Taxes 82.56 404.76 487.33

(634.14) (267.18) (901.32)

Less: Interest & Finance Charges 714.20 58.55 772.75

(607.10) (42.34) (649.44)

Add: Interest Income 44.67

(55.72)

Profit Before Tax & Before Exceptional Items -240.75

(307.59)

Exceptional Items 38.44

(96.48)

Profit Before Tax & After Exceptional Items -279.19

(211.11)

Less: Tax Expenditure -143.55

-(71.13)

Profit After Tax -135.64

(282.25)

Other Information

Segment Assets 13,153.34 2,087.38 15,240.72

(12,885.90) (2,285.91) (15,171.81)

Unallocated Assets 669.84

(106.36)

Segment Liabilities 1071.78 417.48 1489.26

(881.90) (451.59) (1,333.49)

Unallocated Liabilities 6,177.22

(6,341.33)

Capital Expenditure 349.60 - 349.60

(1,539.90) - (1,539.90)

Depreciation 397.16 124.69 521.86

(358.00) (124.69) (482.70)

Non cash expenses other than Depreciation 35.64

(38.05)

The reportable segment is further described below:

(i) Manufacturing of vitrified tiles & alluminium composite panels Trading of other ceramic

tiles and commodities items, Work contracts for ceramic and alluminium section works.

(ii) Power generation for captive consumption through installation of windmill.

(II) Secondary Segment Information:

The major and material activities of the company are restricted to only one geographical

segment i.e. India, hence the secondary segment disclosure are not applicable.

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Annual Report 2009-201056

17 Related Party Disclosures:As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosure of

the transactions with the related parties as defined in the Accounting Standard are given :

List of Related Parties along with relationship and Transactions :-

Associates

Decogold Glazed Tiles Ltd.

Decogold Electronics Ltd.

Sweta Ceramics

Aristo Ceramics

Relatives Of Key Management Personnel

Mayur K. Pethapara

Hemal G. Pethapara

Hiralben Girishbhai

Poonamben Mansukhbhai

Ramaben M. Pethapara

Sadhnaben B. Kadivar

Vasantaben R. Patel

Lataben K. Pethapara

Key Management Personnel

Girishbhai M. Pethapara

Jayantilal M . Pethapara

Kantilal M. Pethapara

Amount Rs. In LacsFigures in brackets shows previous year figures

Particulars Associates Relatives of Key Key ManagementManagement Personnel

PersonnelTransactions

Purchase of Goods 270.68(358.41)

Remuneration / Salary & Perquisites Paid Nil Nil

(3.25) (45.00)Rent Paid 2.44 0.14

(3.60) (0.14)

Loans / Deposits Taken 44.65(8.50)

Loans / Deposits Repaid 44.65

(8.50)Advances Given for Capital Items/Consumables 5.36

(123.77)

Receipts towards Advances Repayment 5.36(123.77)

Advances Given to suppliers 102.83

(20.06)Sales incentives & Special Discount Received 49.01

(31.87)

Outstanding BalancesAdvances to suppliers 102.83

(20.06)Sundry Creditors for Expenses 0.27 0.03

(1.85) (7.08)

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Annual Report 2009-2010 57

18 The company has taken certain premises, factory building, godown & land under cancelable operating

leases. The total rental expenses under cancelable operating lease during the year was Rs. 83.80 lacs

(Rs. 61.22 lacs).

19 Based on the information / documents / parties identified by the company and to the extent information

available / gathered, informations as required to be disclosed as per Micro,

Small and Medium Enterprise Development Act, 2006 have been determined as follows:

Rs. In Lacs

2009-2010 2008-2009

Principal amount remaining unpaid to any

supplier at the end of the year. 11.29 45.56

Interest due on above 4.35 3.17

Amount of interest paid by the company to the suppliers - -

Amount paid to the suppliers beyond respective due dates *

Amount of interest due and payable for the period of delay

in payments but without adding the interest specified

under the Act. *

Amount of interest accrued and remaining unpaid at the

end of the year. 4.35 3.17

Amount of further interest remaining due and payable even in

the succeeding years, until such date when the interest dues

as above are actually paid to the small enterprise. 4.35 3.17

* Whatever information the company could identify as above were possible at the year end only, and

in view of the this according to the company, it could not identify payments beyond due date during

the year and to make interest provisions to that extent, due to numerous transactions concluded

during the year as per the agreed terms with the suppliers. However, the company has made due

interest provisions over the requisite year end balances.

20 Contingent Liabilities* Rs. In Lacs

2009-2010 2008-2009

Counter guarantee given to the banks against guarantee

issued by banks on behalf of company. 185.27 185.27

Letter of credits issued by the bank on behalf of the company. - 74.65

Excise matters under dispute and under adjudication. 58.50 58.50

(However the company has paid Rs. 6.94 lacs under protest)

Excise search operations matter 980.26 980.26

(The company has paid under protest a sum of Rs.400

lacs as a part of bail condition of court of law at the time

of search operations. The company / directors have further

submitted solvency certificate for Rs. 325 Lacs to the

lower court as per the order of Gujarat High Court.

Presently matter pertaining to the show cause notice for

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Annual Report 2009-201058

duty of Rs. 490.13 Lacs and the amount shown

hereinabove of Rs. 980.26 Lacs as contingent liability

including alleged penalty , is pending for adjudication

at Central Excise Department.)

* Contingent liability produced here in above on the bases of

information compiled by the management of the company

21 Dues from the other companies under the same management at year end is as below:

Deco Gold Glazed Tiles Ltd. Rs. 102.83 Lacs./- (Rs. 20.06/- Lacs).

22 In opinion of the Board of Directors of the company Net Current Assets are approximately of the

same value as stated, in the normal course of business, and adequate provision has been made for all

know liabilities.

23 Wherever confirmation of the parties for the amounts due to them / amounts due from them as per

books of accounts are not received, necessary adjustments, if any, will be made when the accounts

are reconciled / settled.

24 Wherever no vouchers and documentary evidences were made available for our verification, we

have relied on the authentication given by management of the company.

25 Figures have been rounded off to nearest rupee and have been regrouped, rearranged and reclassified

wherever necessary.

Signature to Schedules ‘A’ to ‘T’

As per our report of even date For and on behalf of the BoardFor SVK & ASSOCIATES For DECOLIGHT CERAMICS LTD.Chartered Accountants

Shilpang V. Karia Girishbhai M. Pethapara Kantibhai M. PethaparaPartner Managing Director Joint Managing DirectorMembership No.: 102114Firm No. 118564WPlace : Morbi Ramachandran Pillai Place : MorbiDate : 12th August, 2010 Company Secretary Date : 12th August, 2010

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Annual Report 2009-2010 59

I REGISTRATION DETAILS

Registration No. L26914GJ2000PLC 0 3 7 4 9 4 State Code 0 4

Balance Sheet Date 3 1 0 3 2 0 1 0

II CAPITAL RAISED DURING THE YEAR (Rs. in 000’s)

Public Issue Right Issue

N I L N I L

Bonus Issue Private Placement

N I L 7 7 6 5 3

III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Rs. in 000’s)

Total Liabilities Total Assets

1 4 0 7 5 2 6 1 4 0 7 5 2 6

Sources of Funds : Paid-Up Capital Reserve & Surplus

1 8 3 3 5 4 5 7 0 4 5 9

Deferred Tax Liability Secured Loans

5 7 2 2 0 5 2 5 8 9 8

Unsecured Loans Share Application Money

1 0 9 5 7 0 5 9 4

Application of Funds: Net Fixed Assets Net Current Assets

7 7 6 1 6 8 5 5 4 1 2 7

Investments Misc. Expenditure

5 9 9 1 1 1 7 3 2 0

IV PERFORMANCE OF COMPANY (Rs. in 000’s)

Turnover/Other Income/Stock Total Expenditure

9 1 3 6 1 3 9 4 1 5 3 2

Profit/Loss before Tax Profit/Loss after Tax

– 2 7 9 1 9 – 1 3 5 6 4

(Please tick Appropriate Box + for Profit - For Loss)

Earning per Share in Rs. Dividend rate % (Equity Shares)

– 0 . 7 4 N I L

V GENERIC NAMES OF THREE PRINCIPAL PRODUCS/SERVICES OF COMPANY(as per monetary terms)Item Code No. :(ITC Code) 69071010Product Description VITRIFIED TILESItem Code No. :(ITC Code) 76109030Product Description ALUMINIUM COMPOSITE PANELS

Balance Sheet Abstract

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

PART IV

Girishbhai M. Pethapara Kantibhai M. PethaparaManaging Director Joint Managing Director

Ramachandran Pillai Place : MorbiCompany Secretary Date : 12th August, 2010