Upload
others
View
1
Download
0
Embed Size (px)
Citation preview
Letter of Offer
Dated 7th July, 2009
For the Equity Share holders of the Company only
(Originally incorporated as Dalmia Ceramic Industries Limited on June 21, 1973, under the Companies Act, 1956, with the Registrar of Companies,
Tamil Nadu. The name of the Company was changed to Shri Nataraj Ceramic and Chemical Industries Limited, and a fresh Certificate of Incorporation
issued on November 01, 1983 by the Registrar of Companies, Tamil Nadu at Chennai (then Madras). For details of changes in the Registered Office of
the Company, please refer to page no. 9 of this Letter of Offer. For further details see “History of the Company and Other Corporate Matters” on page
no. 46 of this Letter of Offer.)
Registered Office: Dalmiapuram, P.O. Kallakudi-621651, Dist. Tiruchirapalli, Tamil Nadu
Tel: +91 4329 235133, 235155; Fax: +91 4329 235122
Corporate Office: 4, Scindia House, Connaught Place, New Delhi-110001
Tel: +91 11 23457102, 23324135; Fax: +91 11 23324136
Contact Person: Mr. C.N. Maheshwari, Company Secretary and Compliance Officer
Email: [email protected]
Registered with Registrar of Companies, Tamil Nadu, Block No.6, B Wing, 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai - 600034
SHRI NATARAJ CERAMIC AND CHEMICAL INDUSTRIES LIMITED
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
LETTER OF OFFER
ISSUE OF 2400000 6% NON-CONVERTIBLE DEBENTURES (NCDs) OF RS.10 EACH WITH DETACHABLE WARRANTS
AGGREGATING TO RS. 240 LACS TO THE EXISTING EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF
3 NCDs WITH DETACHABLE WARRANTS FOR EVERY 1 EXISTING EQUITY SHARE HELD BY THE EXISTING
SHAREHOLDERS ON THE RECORD DATE, THAT IS ON JULY 06, 2009
THE PRICE AT WHICH WARRANT IS EXERCISABLE IS [�] TIMES THE CURRENT FACE VALUE OF RS.10 PER SHARE
GENERAL RISKS
Investment in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this
offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risk involved. The
Securities offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does the SEBI
guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the statement of Risk Factors on Page No
viii of the Letter of Offer.
ISSUER’S ABSOLUTE RESPONSIBILITY
Shri Nataraj Ceramic and Chemical Industries Limited, having made all reasonable enquiries, accepts responsibility for, and confirms that this Offer
Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue; that the information contained
in the Offer Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.
LISTING ARRANGEMENTS
The existing Equity Shares of our Company are listed on The Madras Stock Exchange Ltd (“MSE”), The Calcutta Stock Exchange Association Ltd
(CSE) and The Delhi Stock Exchange Limited (DSE). The In-principle approvals have been received from MSE, CSE and DSE for listing of the
Equity Shares vide MSE’s letter dated September 25, 2008, CSE’s letter dated November 17, 2008 and DSE’s letter dated October 03, 2008, respectively.
For the purpose of this issue the Designated Stock Exchange is MSE.
LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
Chartered Capital and Investment Limited
SEBI Regn No.- INM000004018
711, Mahakant, Opp V.S. Hospital,
Ellisbridge, Ahmedabad - 380 006
Tel: +91-79-2657 5337, 2657 7571
Fax: +91-79-2657 5731
E-mail: [email protected]
Website:www.charteredcapital.net
Contact Person: Mr. Sagar Bhatt
KARVYKARVYKARVYKARVYKARVY
D and A Financial Services Private Limited
SEBI Regn No.- INM000011484
13, Community Centre,
East of Kailash,
New Delhi - 110 065
Tel: 011 26218274, 26419079
Fax: 011 26219491
Email: [email protected]
Contact Person: Mr. Heemadri Mukerjea
KARVY COMPUTERSHARE
PRIVATE LIMITED
SEBI Regn. No.-INR000000221
Plot No. 17-24, Vittal Rao Nagar,
Madhapur, Hyderabad-500081
Tel: 91-40-23420815/16/17/18
Fax: 91-40-23431551
Website: www.karvy.com
Email : [email protected]
Contact Person: M Murali Krishna
ISSUE CLOSES ON : 3rd August,
2009
ISSUE PROGRAMME
ISSUE OPENS ON : 20th
July, 2009
LAST DATE FOR REQUEST FOR SPLIT
APPLICATION FORMS : 27th July, 2009
xv
Shri Nataraj Ceramic And Chemical Industries Limited
TABLE OF CONTENTS
SECTION I - GENERAL ................................................................................................................................................................... i
DEFINITIONS / ABBREVIATIONS ........................................................................................................................................... i
CONVENTIONAL / GENERAL TERMS .................................................................................................................................... i
ISSUE RELATED TERMS ........................................................................................................................................................... i
COMPANY/INDUSTRY RELATED TERMS .......................................................................................................................... iii
ABBREVIATIONS .................................................................................................................................................................... iii
SECTION II - RISK FACTORS ...................................................................................................................................................... vi
FORWARD LOOKING STATEMENTS .................................................................................................................................... vi
PRESENTATION OF FINANCIAL AND MARKET DATA ................................................................................................... vii
RISK FACTORS ...................................................................................................................................................................... viii
SECTION III - INTRODUCTION................................................................................................................................................... 1
SUMMARY OF INDUSTRY OVERVIEW ................................................................................................................................. 1
SUMMARY OF BUSINESS OVERVIEW .................................................................................................................................. 3
ISSUE DETAILS IN BRIEF ........................................................................................................................................................ 4
SUMMARY FINANCIAL AND OPERATING INFORMATION .............................................................................................. 5
GENERAL INFORMATION ....................................................................................................................................................... 9
CAPITAL STRUCTURE OF THE COMPANY ........................................................................................................................ 15
OBJECTS OF THE ISSUE ........................................................................................................................................................ 21
BASIS OF ISSUE PRICE .......................................................................................................................................................... 25
STATEMENT OF TAX BENEFITS .......................................................................................................................................... 27
SECTION IV - ABOUT THE COMPANY .................................................................................................................................... 33
INDUSTRY OVERVIEW .......................................................................................................................................................... 33
BUSINESS OVERVIEW ........................................................................................................................................................... 38
KEY INDUSTRY REGULATIONS .......................................................................................................................................... 44
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................................................ 46
OUR MANAGEMENT .............................................................................................................................................................. 48
PROMOTERS ............................................................................................................................................................................ 56
CURRENCY OF PRESENTATION .......................................................................................................................................... 59
DIVIDEND POLICY ................................................................................................................................................................. 60
SECTION V - FINANCIAL INFORMATION.............................................................................................................................. 61
FINANCIAL INFORMATION OF OUR COMPANY .............................................................................................................. 61
FINANCIAL STATEMENTS OF GROUP COMPANIES ........................................................................................................ 95
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIALS ................................................................................ 131
SECTION VI - LEGAL AND OTHER INFORMATION .......................................................................................................... 141
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ............................................................................. 141
GOVERNMENT AND OTHER APPROVALS ....................................................................................................................... 164
SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 167
SECTION VIII- ISSUE RELATED INFORMATION ............................................................................................................... 176
TERMS OF THE ISSUE & ISSUE PROCEDURE ................................................................................................................. 176
SECTION IX - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................................... 198
SECTION X - OTHER INFORMATION ................................................................................................................................... 221
MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION ...................................................................................... 221
DECLARATION ...................................................................................................................................................................... 223
i
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION I- GENERAL
DEFINITIONS / ABBREVIATIONS
ABBREVIATIONS & TECHNICAL TERMS
In this Letter of Offer, the terms “we”, “us”, “our”, “the Company”, “our Company” or “SNCCIL”, unless the context
otherwise implies, refer to Shri Nataraj Ceramic and Chemical Industries Limited. All references to “Rs.” or “Re.” or
“INR” refer to Rupees, the lawful currency of India, “USD” or “US$” refer to the United States Dollar, the lawful currency
of the United States of America, references to the singular also refers to the plural and one gender also refers to any other
gender, wherever applicable, and the words “Lakh” or “Lac” means”100 thousand” and the word “million” or “mn” means
“10 lacs” and the word “crore” means “10 million” or “100 lacs” and the word “billion” means “1,000 million” or “100
crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.
CONVENTIONAL / GENERAL TERMS
Term Description
“SNCCIL” or “the Company” Unless the context otherwise requires, refers to, Shri Nataraj Ceramic and
or “the Issuer” Chemical Industries Limited, a public limited company incorporated under
the Companies Act, 1956, and having its registered office at Dalmiapuram,
P.O. Kallakudi-621651, Dist. Tiruchirapalli, Tamil Nadu
Promoter(s) Shall mean jointly Mr. Jai Hari Dalmia and Mr. Yadu Hari Dalmia
Promoters’ Group As defined in Explanation II of Clause 6.8.3.2 of SEBI (Disclosure and
Investor Protection) Guidelines, 2000 and amendments thereof Promoters’
Group includes: Shri Jai Hari Dalmia, Shri Yadu Hari Dalmia, Smt. Kavita
Dalmia, Shri Gautam Dalmia, Smt. Anupama Dalmia, Kum. Sukeshi
Dalmia, Kum. Vaidehi Dalmia, Kum. Sumana Dalmia, Sukeshi Trust,
Vaidehi Trust, Sumana Trust, Shri J.H.Dalmia C/o J.H.Dalmia (HUF), Smt.Bela Dalmia, Shri Puneet Dalmia, Smt. Avantika Dalmia, Ku. ShrutipriyaDalmia, Ku. Avanee Dalmia, Mst. Priyang Dalmia, Shrutipriya Dalmia Trust,Shri Y.H.Dalmia C/o Y.H.Dalmia (HUF), Priyang Trust, Avanee Trust,Ankita Pratisthan Limited, Sita Investment Company Limited, RamaInvestment Company Pvt. Ltd., Kavita Trading & Investment Co. Pvt. Ltd.,Puneet Trading & Investment Co. Pvt. Ltd., Shree Nirman Limited, HimgiriCommercial Limited, ,Valley Agro Indusries Limited, Alirox AbrasivesLimited, Mayuka Investment Limited, Shri Chamundeswari MineralsLimited, Dalmia Cement (Bharat) Limited, D.I.Properties Limited, AvnijaProperties Limited, Hemshila Properties Limited, Himshikhar InvestmentLimited, Kanika Investments Limited, Ishita Properties Limited, ZipAhead.Com Limited, Geetee Estates Limited, Shri Rangam Brokers and HoldingsLtd., Shri Rangam Properties Limited, Arjuna Brokers & Minerals Limited,Dalmia Minerals & Properties Limited, Seeta Estates and Brokers Limited,
Shri Radha Krishna Brokers and Holdings Limited, Sri Kesva Mines and
Minerals Limited, Sri Madhava Minerals and Properties Limited, Sri
Shanmugha Mines and Minerals Limited, Sri Swaminatha Mines and
Minerals Limited, Sri Subramanya Mines and Minerals Limited, Avanee
And Ashni Securities Pvt. Ltd., Keshav Power Pvt.Limited (Formerly
Keshav Power Ltd.), Sri Dhandanthapani Miners & Minerals Ltd., Sri
Madhusudana Miners & Properties Ltd., Sri Trivikrama Miners & Properties
Ltd., Landmark Property Development Co. Ltd. Dalmia Cement Ventures
Limited, Dalmia Sugar Ventures Limited, OCL India Limited.
ISSUE RELATED TERMS
Term Description
Allotment/Allotted /Allocated Issue or transfer, as the context requires, of 6% NCDs with Detachable
Warrants pursuant to the Offer to the successful applicants as the context
requires
ii
Shri Nataraj Ceramic And Chemical Industries Limited
Allottee The successful applicant to whom the 6% NCDs with Detachable Warrants
are being/have been issued or transferred
Applicant Any prospective investor who makes an application for 6% NCDs with
Detachable Warrants in terms of this Letter of Offer
Articles / Articles of Association/AoA The Articles of Association of SNCCIL.
Auditors The statutory auditors of the Company, being M/s S. S. Kothari Mehta &
Co, Chartered Accountants.
Banker(s) to the Issue Axis Bank Limited
Board/Board of Directors The Board of Directors of Shri Nataraj Ceramic and Chemical Industries
Limited or a committee thereof.
“Chartered Capital” or “Chartered” Chartered Capital And Investment Limited
or “Chartered Capital and Investment
Limited”
CAF Composite Application Form
“Companies Act”/ “The Act” The Companies Act, 1956, as amended from time to time
CSE The Calcutta Stock Exchange Association Ltd
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository A depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time.
Designated Stock Exchange The Madras Stock Exchange Ltd.
Director(s) Director(s) of Shri Nataraj Ceramic and Chemical Industries Limited, unless
otherwise specified.
DSE The Delhi Stock Exchange Ltd
Equity Shares Equity Shares of the Company of face value of Rs. 10/- each, unless
otherwise specified in the context thereof.
FII(s)/Foreign Institutional Investor Foreign Institutional Investor (as defined under the SEBI (Foreign
Institutional Investors) Regulations, 1995) registered with SEBI under
applicable laws in India.
Issue/Rights Issue/Present Issue Issue of 2400000 6% Non-Convertible Debentures (NCDs) of Rs. 10 each
with detachable warrants at a price of Rs. 10 per NCD for an amount
aggregating to Rs. 240 lacs to the existing equity shareholders on rights
basis in the ratio of 3 NCDs with detachable warrant for every 1 existing
equity share held by the existing shareholders on the record date, that is on
July 06, 2009
Income-tax Act The Income Tax Act, 1961, as amended from time to time.
“Issuer”/”Shri Nataraj Ceramic and Unless the context otherwise requires, refers to Shri Nataraj Ceramic and
Chemical Industries Limited”/”Company” Chemical Industries Limited, a Company incorporated under the Indian
/”we”/”us”/’our” Companies Act, 1956 having its registered office at Dalmiapuram, P.O.
Kallakudi-621651, Dist. Tiruchirapalli, Tamil Nadu
Issue Closing Date 3rd August, 2009
Issue Opening Date 20th July, 2009
Memorandum of Association/ The Memorandum of Association of Shri Nataraj Ceramic and Chemical
Memorandum/ MOA Industries Limited.
MSE The Madras Stock Exchange Ltd
iii
Shri Nataraj Ceramic And Chemical Industries Limited
Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996.
Registrar/Registrar to the Issue Being the Registrar appointed for the Issue, in this case Karvy
Computershare Private Limited, having its office at Plot No. 17-24, Vittal
Rao Nagar, Madhapur, Hyderabad-500081
ROC/Registrar of Companies Registrar of Companies, Tamil Nadu, Chennai.
Stock Exchanges MSE, CSE and DSE.
Renouncees Shall mean the persons who have acquired Rights Entitlements from Equity
Shareholders
Rights Entitlement The number of 6% NCDs with detachable warrants that a shareholder is
entitled to in proportion to his/her shareholding in the Company as on the
Record Date.
Rights Issue The Issue of 6% NCDs with detachable warrants in terms of this Letter of
Offer.
COMPANY/INDUSTRY RELATED TERMS
Term Description
Refractory A substance that is able to resist high temperature.
High Alumina Having alumina content more than 45%.
Bauxite A raw material, which is used in manufacturing of high alumina refractory.
ABBREVIATIONS
Abbreviation Full Form
AGM Annual General Meeting
AS Accounting Standards as issued by the Institute of Chartered Accountants
of India.
Asst. Assistant
AY Assessment Year
Bn Billion
BSE Bombay Stock Exchange Limited
CAGR Compound Annual Growth Rate
CCPS Convertible Cumulative Preference Shares
CDSL Central Depository Services (India) Limited
CRM Centre De Recherché Metallurgiques, Belgium
Delhi High Court High Court of Judicature at Delhi
SEBI (Disclosure and Investor Protection) SEBI (Disclosure & Investor Protection) Guidelines, 2000, as amended
Guidelines, 2000
DPM Company’s Manufactuting unit situated at Dalmiapuram
Dy. Deputy
EBIT Earnings before Interest and Tax.
EBITDA Earnings before Interest, Tax, depreciation and amortization.
ECS Electronic Clearing Service
iv
Shri Nataraj Ceramic And Chemical Industries Limited
EGM Extraordinary General Meeting
EPS Earnings Per Share
ESI Employee State Insurance
FCNR Account Foreign Currency Non Resident Account
FDI Foreign Direct Investment
FEMA The Foreign Exchange Management Act, 1999, as amended from time to
time, and the regulations framed thereunder.
FIPB Foreign Investment Promotion Board
FY Financial year/ Fiscal year
GIR General Index Registry Number
GoI Government of India
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IEC Importer Exporter Code
KMB Company’s Manufactuting unit situated at Jam-Khambalia
LC Letters of credit
LIBOR London Interbank Offered Rate
MOU Memorandum of Understanding
Mn Million
N.A. Not Applicable
NAV Net Asset Value
NCD Non Convertible Debenture
NEFT National Electronic Funds Transfer
NOC No Objection Certificate
NRE Account Non Resident External Account
NRI Non-Resident Indian, as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, as amended.
NRO Account Non Resident Ordinary Account
NSE National Stock Exchange of India Limited
NSDL National Securities Depository Limited
P.A./p.a./pa Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit after Tax
PF Provident Fund
PLR Prime Lending Rate
RBI The Reserve Bank of India
v
Shri Nataraj Ceramic And Chemical Industries Limited
ROC Registrar of Companies, Tamil Nadu, Block No.6, B Wing, 2nd Floor, Shastri
Bhawan 26, Haddows Road, Chennai - 600034
RoNW Return on Net Worth
Rs./ Rupees/INR Indian Rupees
RTGS Real Time Gross Settlement
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to
time.
SEBI Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time
to time.
SEBI Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI,
as amended, including instructions and clarifications issued by SEBI from
time to time.
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeover) Regulations, 1997, as amended.
TAN Tax Deduction and Collection Account Number
UIN Unique Identification Number
UPPCB U.P. Pollution Control Board
USD/US$/$ United States Dollar
WTD Whole time Director
vi
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION II- RISK FACTORS
FORWARD LOOKING STATEMENTS
We have included statements in this Letter of Offer which contain words or phrases such as “will”, “aim”, “will likely
result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,
“objective”, “goal”, “may”, “shall” “project”, “should”, “will pursue” and similar expressions or variations of such
expressions, that are “forward- looking statements”.
Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties
associated with the Company’s expectations with respect to, but not limited to, regulatory changes pertaining to the industries
in India in which the Company has its businesses or proposes to have its business, and the Company’s ability to respond to
them, its ability to successfully implement its strategy, its growth and expansion, its exposure to market risks, competitive
landscape, general economic and political conditions in India which have an impact on its business activities or investments,
the monetary and fiscal policies of India, inflation, deflation, unanticipated fluctuations in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic and foreign laws, regulations and taxes and changes in competition in the Company’s industries.
Important factors that could cause actual results to differ materially from the Company’s expectations include, among
others:
� General economic and business conditions;
� Company’s ability to successfully implement its strategy, its growth and expansion plans, and technology initiatives;
� Factors affecting the Cement and/or Steel industry;
� Factors affecting the refractory industry;
� Increasing competition in the refractory industry;
� Increase in labour cost, raw materials price, cost of plant & machinery and insurance premia;
� Inadequate availability of Raw Materials;
� Manufacturers’ defects or mechanical problems with Company’s plant & machineries or incidents caused by human
error;
� Ability to retain management team and skilled personnel;
� Changes in the value of the Indian Rupee and other currencies;
� Cyclical or seasonal fluctuations in the operating results;
� Amount that the Company is able to realize from the clients;
� Potential mergers, acquisitions or restructurings;
� Changes in laws and regulations that apply to the refractory industry;
� Changes in fiscal, economic or political conditions in India;
� Social or civil unrest or hostilities with neighboring countries or acts of international terrorism;
� Changes in the foreign exchange control regulations, interest rates and tax laws in India.
For further discussion of factors that could cause the Company’s actual results to differ, please refer to the section titled
“Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page nos. viii, 38 and 131 respectively, of this Letter of Offer. By their nature, certain market
risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result,
actual future gains or losses could materially differ from those that have been estimated. Neither our Company, its Directors
and Officers, any Member of Issue Management Team nor any of their respective affiliates have any obligation to update
or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the
Company and the Lead Manager will ensure that investors in India are informed of material developments until such time
as the grant of listing and trading permission by the Stock Exchanges.
vii
Shri Nataraj Ceramic And Chemical Industries Limited
PRESENTATION OF FINANCIAL AND MARKET DATA
Financial Data
Unless stated otherwise, the financial data in this Letter of Offer is derived from the restated financial statements as of and
for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 prepared in accordance with Indian GAAP, the Companies
Act, 1956 and restated in accordance with SEBI Guidelines, as stated in the report of the Statutory Auditors of the Company,
M/s S. S. Kothari Mehta & Co., Chartered Accountants beginning from page no. 61 of this Letter of Offer. The fiscal year
commences on April 1 and ends on March 31.
In this Letter of Offer, unless the context otherwise requires, all references to one gender also refers to another gender and
the word “Lakh” or “Lac” means “one hundred thousand” and the word “million” means “ten lacs” and the word “Crore”
means “ten million”. In this Letter of Offer, any discrepancies in any table between total and the sum of the amounts listed
are due to rounding-off.
Throughout this Letter of Offer, all figures have been expressed in Lacs, unless otherwise stated. All references to “India”
contained in this Letter of Offer are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the
official currency of the Republic of India. All references to US$, USD, or US Dollars are to the United States Dollars, the
legal currency of the United States of America.
For additional definitions used in this Letter of Offer, see the section “Definitions and Abbreviations” beginning from on
page no. i of this Letter of Offer. In the section entitled “Main Provisions of the Articles of Association of the Company”
on page no. 198 of this Letter of Offer, defined terms have the meaning given to such terms in the Articles of Association
of the Company. Market and Industry data used throughout this Letter of Offer has been obtained from industry publications
and other authenticated published data.
Industry publications generally state that the information contained in those publications has
been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Although the Company believes the industry data used in this Letter of Offer to be reliable,
it has not been independently verified. Similarly, internal Company reports, while believed by the Company to be reliable,
have not been verified by any independent sources.
Market Data
Unless stated otherwise, industry data used throughout this Letter of Offer has been obtained from industry publications.
Industry publications generally state that the information contained in those publications has been obtained from sources
believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.
The data used from these sources may have been reclassified for the purpose of presentation. Although it is believed that
the industry data used in this Letter of Offer is reliable, it has not been verified by any independent source.
viii
Shri Nataraj Ceramic And Chemical Industries Limited
RISK FACTORS
RISK FACTORS ENVISAGED BY MANAGEMENT
An investment in securities involves a high degree of risk. You should carefully consider all of the information in this
Letter of Offer, including the risks and uncertainties described below, before making an investment in the 6% NCDs with
Detachable Warrants of the Company. If any of the following risks actually occur, the business, financial condition and
results of operations could suffer, the trading price of the securities could decline, and all or part of the investment may be
lost.
Materiality
The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impacts in future.
Internal Risk Factors and Risk Relating to Our Business
1. There is a possibility of adverse impact on us in the event of the following litigations being decided against us
There are certain litigations and disputes outstanding against us that may have an adverse impact if decided against
us. Although no liability has been frozen in regard to the cases but in the event some liability does arise there is a
possibility of an adverse financial impact on us.
A summary of these cases filed against us is as follows:
S.no Type of case No. of cases Financial Implication
1 Litigation involving civil laws 3 Total claim in these cases is Rs. 277555.
2 Litigation involving labour laws 11 The total financial implication on the company on
account of these cases is about Rs. 5307230.
For futher details of these litigations kindly refer to page no. 141 of this letter of offer.
2. Rise in Input Costs may affect profitability
The input costs of the products of the Company may increase due to various reasons. In case the Company is not able
to pass on such increase to its customers because of competition or otherwise, it may affect the profitability of the
Company. The main raw materials used in the manufacture of our Refractory products are bauxite, etc. The raw
materials cost accounts for more than 40% percent of the net sales of our Company. Prices of raw materials may tend
to remain very volatile. The prices of raw materials we purchase from our suppliers may fluctuate due to changes in
demand and supply conditions for these raw materials in the markets. In the event of any significant increase in the
prices of these raw materials and if we are unable to pass on fully such increase in the prices to our customers, our
profitability will be adversely affected. If we are unable to ensure adequate and timely supply of raw materials our
production plans would be adversely affected impacting our profitability adversely.
3. Loss making Promoter group companies
There are certain promoter group companies which are incurring losses for last few years. The details of the same are
as follows:
(Rs. In Lacs)
S.No. Name of Subsidiary Company 2008-09 2007-08 2006-07 2005-06 2004-05
1 Arjuna Brokers & Minerals Limited (0.11) (0.04) (0.06) (0.38) -
2 D.I. Properties Limited (0.07) - (0.02) 0.43 0.30
3 Dalmia Cement Ventures Limited - (0.04) -
4 Dalmia Minerals & Properties Limited (0.26) (0.04) (0.06) (0.38) -
ix
Shri Nataraj Ceramic And Chemical Industries Limited
5 Dalmia Sugar Ventures Limited (0.12) (1.97) - - -
6 Geetee Eststes Limited (0.25) - (0.00) 0.45 0.36
7 Kanika Investments Limited 8.31 24.37 (0.63) (0.26) 24.30
8 Seeta Estates & Brokers Limited 0.06 (0.10) (0.44) (0.38) -
9 Shri Radha KrishnaBrokers & Holdings Limited (0.11) (0.04) (0.06) (0.38) -
10 Shri Rangam Brokers & Holdings Limited (0.11) (0.04) (0.06) (0.38) -
11 Shri Rangam Properties Limited (0.23) 0.08 (0.07) (0.08) 0.05
12 Shri Dhandauthapani Mines & Minerals Limited 0.14 0.01 (0.41) - -
13 Sri Kesava Mines & Minerals Limited 0.23 0.05 (0.08) (0.37) -
14 Sri Madhva Minerals & Properties Limited (0.11) (0.04) (0.08) (0.37) -
15 Sri Madhusudana Mines & Minerals Limited (0.12) (0.06) (0.41) - -
16 Sri Shanmugha Mines & Minerals Limited (0.11) (0.04) (0.08) (0.37) -
17 Sri Subrmanya Mines & Minerals Limited (0.11) (0.04) (0.08) (0.37) -
18 Sri Swaminnatha Mines & Minerals Limited (0.11) (0.04) (0.08) (0.37) -
19 Sri Trivikrama Mines & Minerals Limited 0.15 (0.04) (0.41) - -
20 Shri Chamundeshwari Minerals Limited (0.39) (0.36) (1.23) (0.77) (1.09)
21 Alirox Abrasives Limited 3.19 93.40 3.14 (0.11) (0.76)
22 Shree Nirman Limited - 311.87 (740.88) 3627.59 (95.74)
23 Valley Agro Industries limited - 181.58 121.36 (4.49) (10.2)
24 Avanee & Ashni Securities Private Limited (0.36) (1.66) (1.65) (0.37) -
The reasons for the losses are as under:
Alirox Abrasives Limited, Valley Agro Industries Limited & Shri Chamundeshwari Minerals Limited- The Company’s
administrative overheads were more than the income received by the Company.
Shree Nirman Limited:-Loss was incurred due to Sale of Investments.
Others:-As the Companies have not started their operations, the administrative overheads incurred during the year have
translated themselves into losses.
4. The Company is highly dependant on High Alumina products which may affect the profitability of the Company
in the future
With the user industry, mainly, cement and steel, looking for better performing products the demand for the High
Alumina products may go down, affecting the profitability of the Company adversely in the future.
5. We are exposed to interruptions in the supply of electricity.
Currently our production processes at all our units require a continuous and adequate supply of electricity to ensure
that the production processes are uninterrupted and smooth running. We rely on the Electric supply companies for
supply of electricity. Any shortage or interruption in the future to the supply of electricity by external parties to our
plants for extended periods of time will disrupt our operations or increase our production costs. It will also affect our
ability to continue production operations smoothly and may damage our reputation, thereby eroding customer
confidence in us which may cause us to lose our existing customers or adversely affect our ability to attract new
customers. Our operating results and financial conditions will be adversely affected as a result.
6. Some of the Promoter Group Companies are engaged in the same line of business.
OCL India Limited, a company belonging to the Promoter group is, among other activities, also enagaged in the
same line of business as that of the Company. This might create conflict of interest in the business of the Company in
the Long Run.
x
Shri Nataraj Ceramic And Chemical Industries Limited
7. The business of the Company is dependent on its manufacturing facilities to a large extent. The loss of or
shutdown of operations, as has already happened in the past may have a material adverse effect on the business,
financial condition and results of operations of the Company.
The existing manufacturing facilities of the Company are subject to operating risks, such as the breakdown or failure
of equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence,
labour disputes, natural calamities, industrial accidents and the need to comply with the directives of relevant
government authorities.
The occurrence of any of these risks could significantly affect the operating results of the Company.
8. The Company’s success depends in large part upon its management team and skilled personnel and its ability
to attract and retain such persons.
Company’s future performance may be affected by the discontinuation of service of its management team and skilled
personnel. The Company may face a challenge to recruit and retain a sufficient number of suitably skilled personnel.
Retention of personnel leaves companies with rising wage bills. There is also significant competition for managerial
and other skilled personnel in this industry, and it may be difficult to attract and retain the personnel that the Company
needs in the future. The loss of key personnel may have an adverse effect on the business of the Company, results of
operations, financial condition and its ability to grow.
9. If we are not able to implement our business strategy effectively, it may have an adverse impact on our business,
financial condition and results of operations.
The success of our business will depend greatly on our ability to effectively implement the business and growth
strategy on time, failing which our business, financial condition and results of operations might be adversely affected.
10. Contingent Liabilities as on 31st March, 2009:
As per the Audited Financial Statements, the Company has certain contingent liabilities, which, if determined against
it in future, may impact its financial position, adversely. Details of the contingent liabilities as on March 31, 2009 are
given in the following table:
(Rs. in Lacs)
PARTICULARS As at 31st March 2009
a) Contingent Liability exists in respect of
i) Income Tax for which the Company has preferred appeals 10.53
ii) Income Tax for which the Income Tax Department has preferred appeals 0.52
against the decisions in favour of the Company
iii) Other monies for which the Company is contingently liable including 26.20
Bank Gurantees
b) Claims against the Company not acknowledged as debt and being 94.86
contested before appropriate authorities.
Besides the above there are no contingent liabilities that are not provided for by the Company.
11. The Company is involved into labour intensive activitiy, non-availability of which, may adversly affect the
business of the Company in long run.
The Company had a labour turnover of 8.86% during the Financial year 2008-09. There can be no assurance that the
rate of labour turnover may not increase which might hamper the business of the Company adversely.
12. The Company is subject to operating risks common in the refractory industry
The Company’s financial results may get affected by its ability to control the cost of Raw Material. Further, its
operating margins would be adversely affected by increase in cost of labour, electricity, insurance and envirionmenatal
compliance expenses. The Company may have to upgrade its products periodically to keep up with changing trends
and consumer demands and such uogradatiuon may involve significant expenditure which may impact the profitability
of the Company.
xi
Shri Nataraj Ceramic And Chemical Industries Limited
13. Change in Technology and trends in the industry may affect Company’s ability to compete. Any failure to
keep abreast of the latest trends in the Refractory Industry may adversely affect the competitiveness and
ability of the Company to compete with newer generation products.
14. Some of the mining leases of the Company have expired and have not been renewed till date. Though application
for renewal of the same have been made but the renewal has not been granted till date. In case the same in not
renewed it may hamper the business of the Company very seriously.
15. The Warrant Exercise Price, as may be fixed by the Board, may not be indicative of the future market price of
Equity Shares of the Company.
16. The shares of our company are listed only on Delhi, Calcutta and Madras Stock Exchanges. There has been no
trading in the shares of our company during the last 3 years. There can be no assurance that an active trading
market for our shares will revive or be sustained and as such the exit options available to the shareholders
may be limited.
17. We have not entered into any definitive agreements to utilize a portion of the Rights Issue. Any failure to enter
into arrangements on favourable terms and conditions, in a timely manner or at all, may have an adverse
effect on our business and financial results.
We intend to use the amount that will be raised upon conversion of the detachable warrants towards General Corporate
Purposes. We have not finalized any target acquisitions etc. as of date. However, we are in the process of evaluating
targets and investment options in this regard. Pending the use of funds for the General Corporate Purposes, we intend
to invest them in high quality interest/dividend bearing liquid instruments including money market mutual funds and
deposit with banks for necessary duration or reducing the working capital / term borrowings from banks and financial
institutions. For further details please refer to the chapter ‘Objects of the issue’ on page 21 of this Letter of Offer.
18. The Company has experienced negative cash flows in some of the previous years.
The Company has experienced negative cash flows in some of the previous years.
The details of the last 5 years are as under:
PARTICULARS 2009 2008 2007 2006 2005
Net increase in Cash and Cash equivalents 81.96 (44.07) 60.53 20.18 (101.63)
19. The Promoters of the Company do not hold any shares in the Company.
Our promoters do not hold any shares directly in our Company. They are in control of the Company through their
holdings in the Companies constituting the Promoter group and through their relatives who hold shares in the Company.
EXTERNAL RISK FACTORS
1. Risk in relation to refractory industry
The refractory industry is to some extent a cyclical industry, as the operating results has historically been fluctuating
in the past. The results may fluctuate in the future too depending on a number of variables such as international prices
of rawmaterial, fluctuation in rupee value, import tariff, domestic duties and taxes, changes in relationship between
revenue and cost and consolidation in the refractory industry, effect of seasonality, availability of raw material,
change of Government policies, addition of new machinery and other general economical and business factors. It is
possible that in future, at any point in time, the company’s operating results may vary from the expectations of
shareholders, market analysis and public on account of any or all these factors.
2. Refractory industry is Labour intensive
Being in a labour intensive industry, the Company may possibly face labour strikes, lockouts etc which may adversely
impact production, and profitability.
3. Increased competition in the Refractory industry may adversely affect the business of the Company.
4. Increase in taxes and other levies imposed by the Central or State Governments on the acquisition of Capital
goods/components, purchase of raw materials or finished goods may have an adverse effect on the profitability
of the Company.
Custom duty on raw material, consumables and machinery along with excise duty on finished goods with central
sales tax, VAT and state entry tax and other levies affect the company. These taxes and levies affect the cost of
production and sales price of its products and hence the demand for its products. Any increase in any of these taxes
or levies or the imposition of new taxes or levies in the future may have an adverse impact on the Company’s
business and financial condition.
xii
Shri Nataraj Ceramic And Chemical Industries Limited
5. A slowdown in economic growth in India could cause our business to suffer. Any slowdown in the Indian
economy and the consequent impact on cement and steel industry could adversely affect the demand for the
Company’s products and consequently affect the results of operations.
6. Any unfavorable Government policies in relation to Refractory industry may have adverse impact on the
Company.
Refractory industry’s healthy growth is dependent on the government policies. As the refractory industry is heavily
dependant on the raw materials which are mined, any change in the policy with regard to mining activities could
affect the Industry’s existence and growth.
7. The Refractory industry is subject to numerous regulations.
The Company is subject to numerous laws and regulations in the jurisdiction in which it operates, including those
relating to the mining, environmental clareances, health and safety laws. The success of the Company’s strategy is
contingent upon, among other things, receipt of all required licenses, permits and authorizations, including mining
permits, environmental, health and safety permits, etc. Failure to obtain the licenses or permissions could lead to
increased costs and delay in the smooth operation of the Company.
8. Disruptions or lack of basic infrastructure could adversely affect our operations.
Being a manufacturing industry, the operations require continuous supply of power and any disruption in the supply
of the same may affect the operations of the Company and hence could have an adverse effect on the business, results
of operations and financial condition of the Company.
9. The Company’s operations could be affected by natural calamities at or in the vicinity of its manufacturing
units.
The operations of the Company are dependent on the Company’s ability to protect its manufacturing units from any
natural calamity such as fire, earthquakes, floods, natural and similar events. The occurrence of a natural disaster or
other unanticipated problems at its manufacturing units can cause interruptions in its operations. Any damage or
failure that causes interruptions in its operations could have a negative impact on its profitability and financial
condition.
10. Drastic changes in political situation in India may affect Company’s business
The Company’s performance is linked to the stability of Government policies and the political situation in India. The
Government of India, for more than a decade and a half, has relentlessly pursued pro-reform policies, thus encouraging
privatization and public-private partnerships. Protests and anti-reform agitations could slow the pace of liberalisation
and deregulation. This could have a resultant impact on policies related to refractory industry, foreign investment etc.
Notes:
i. Net worth of the Company as on March 31 2009, is Rs. 3160.13 Lacs.
ii. Issue of 2400000 6% Non-Convertible Debentures (NCDs) of Rs. 10 each with detachable warrants aggregating to
Rs. 240 lacs to the existing Equity Shareholders on rights basis in the ratio of 3 NCDs with detachable warrant for
every 1 existing Equity Share held by the existing shareholders on the record date, that is on July 06, 2009.
iii. Book Value of the Equity Shares of the Company as on March 31 2009 is Rs. 395.02 per Equity Share.
iv. There are no interests of promoters/directors/key management personnel other than reimbursement of expenses
incurred or normal remuneration or benefits.
v. Investors are advised to refer to the paragraph on Basis for Issue Price on page no. 25 before making an investment
in the issue.
vi. Investors may note that in case of over subscription, the allotment shall be as per the procedure stated under the Para
Basis of Allotment given on page no. 190.
vii. The investors are advised to refer the Paragraph on promoter’s background and past financial performance of the
Company before making an investment in the proposed issue.
xiii
Shri Nataraj Ceramic And Chemical Industries Limited
viii. There are no relationships with statutory auditors to the Company other than auditing and certification of financial
statements except as mentioned in the section Risk Factors on page viii of the Letter of Offer.
ix. For the Contingent Liabilities not provided for as on March 31, 2009, please refer to page no. x of this Letter of
Offer.
x. Investors may contact the Lead Manager or the Compliance Officer for any complaint/ clarification/information
pertaining to the Issue.
xi. In accordance with Accounting Standard 18 “Related Party Disclosure” issued by the Institute of Chartered Accountants
of India, the Company has compiled the required information as per details provided on page no. 83 of this Letter of
Offer. The total value of the related party transaction during the year 2008-09 was Rs. 4256.75 Lacs.
xii. All information shall be made available by the Lead Manager and the Company to the public and investors at large
and no selective or additional information would be available for a section of the investors in any manner whatsoever.
xiii. There are no other ventures of the promoters, which have business interest/other interest in the issuer company
besides OCL India Limited, which has already been mentioned as a risk factor. To avoid such possible conflict in
future, areas of business synergies are being identified.
xiv. There are no loans and advances made to any person(s) / companies in which directors are interested.
1
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION III- INTRODUCTION
SUMMARY OF INDUSTRY OVERVIEW
The information presented in this section has been sourced from publicly available documents and information from
various sources, including material from the Government of India, Ministries of the Government of India, Websites of the
ministries, Industry related websites and Company estimates. It is understood that the above sources are believed to be
reliable, but their accuracy and reliability cannot be guaranteed. None of the information has been independently verified,
although the industry, market and government data are considered reliable.
What are refractories?
“Refractory” items according to any standard English dictionary are materials which are hard to work with, and are
especially resistant to heat and pressure. In practical terms, refractories are products used for high temperature insulation
and erosion/corrosion and are made mainly from non-metallic minerals. They are so processed that they become resistant
to the corrosive and erosive action of hot gases, liquids and solids at high temperatures, in various types of kilns and
furnaces.
Basalt is a naturally occurring siliceous refractory product. It was formed many, many years ago - and is still being formed
in lava flows from volcanic eruptions - under the natural geological forces of heat and pressure. Modern refractory production
is largely a replication of this process of forming naturally-occurring (or synthetic) non-metallic mineral oxides (and some
non-oxides like carbides or nitrides) under the bonding conditions of high heat and pressure. Of course with technological
progress, alternative bonding techniques, such as with chemicals, cements, resins, etc. have also developed.
Because refractory products are so resistant to heat, erosion and corrosion, they are typically used in any process involving
heat and corrosion such as in kilns and furnaces. According to the main chemical component, i.e. fire clay, or magnesia, or
zirconia, etc. they are commonly known as alumino-silicate or acid refractories, basic refractories, and neutral refractory
products.
In physical characteristics, refractories typically have relatively high bulk density, high softening point (or Pyrometric
Cone Equivalent), high crushing strength. They are produced as standard bricks, or as shapes (including hollow-wares) or
as granular or unshaped or monolithic products.
The principal applications of refractories are in iron and steel industries, cement, glass, non-ferrous metals, petro-chemicals
and fertiliser industry, chemicals, ceramics and even thermal power stations and incinerators.
The development and application of refractories for various industries, testing procedures of properties and so on are
covered in the English language, by a number of well-known technical journals, such as The Bulletin of the American
Ceramic Society, Taikubutsu Overseas, Interceram, Ceramic News, Refractories Applications, IRMA Journal, Transaction
of the Indian Ceramic Society, Metal News, etc.
Milestones in refractories development in India
1874 Fire clay Bricks
1941 Magnesite Bricks
1949 Coke Oven Silica Bricks
1955 Sillimanite Blocks for Glass Industries
1960 Bauxite based High Alumina Bricks for Steel & Cement Industries
1960 Mullite Bricks for Glass Industries
1969 High Grog Fire clay Bricks for Steel Ladles
1977 AZS Electrocast Blocks
1983 Magnesia Carbon Refractories
1983 Magnesia Slide Gate Plates
1984 High Alumina Slide Gate Plates
1985 Low Cement Castables/Monolithics
2
Shri Nataraj Ceramic And Chemical Industries Limited
1985 Ceramic Fibres
1985 High Alumina Bauxite based Ladle Refractories
1986 BRN 62 Blast Furnace Hearth Blocks
1986 Bubble Alumina based Insulating Blocks
1988 Dense Silica Shapes for Tall Coke Ovens
1990 Direct Bonded Mag-Chrome Bricks
1990 Unidirectional Gas Purging Elements
1990 Alumina Carbon Torpedo Ladle Bricks
1990 Slide Gate Refractories
1991 Dense Silica Shapes for Blast Furnace Stoves
1993 Alumina Carbon Continuous Casting Refractories
1993 Mullite Bricks for Blast Furnace and Stoves
1993 Dry Basic Ramming Mass for Furnaces
1993 Gunning materials for Converters
1993 Spraying Mass for Tundish
1994 Ultra Low Cement Castables/Monolithics
1994 Pitch-Bonded Tempered Dolomite Bricks
1994 Cordierite and Silicon Carbide based Kiln Furniture
1995 Spinel based Ladle Monolithic Lining
1995 Alumina Carbon Silicon Carbide Blast Furnace Trough Mass
1998 Magnesia Alumina Zirconia Bricks for Cement Rotary Kilns
1998 Alumina Zirconia Slide Gate and CC Refractories
1998 Pumpable Refractories for Petrochemical Industries
(Source: http://www.irmaindia.org/reframore.html)
For further details, please see the section on “Industry Overview” beginning from page no. 33 of this Letter of Offer.
3
Shri Nataraj Ceramic And Chemical Industries Limited
SUMMARY OF BUSINESS OVERVIEW
We are one of the refractory manufacturing concerns producing High Alumina Refractory Bricks & Castable and supplying
to core industries namely cement, steel and other engineering industries. We are having three units, second at Dalmiapuram,
Tamil Nadu and another at Jam-khambalia, Dist. Jamnagar, Gujarat and third one which is on lease at Wankaner, Gujarat.
Our production range is High Alumina Refractory Bricks and Castable. We are now having capacity of 88,000 MT p.a. and
are further expanding to 95,000 MT p.a. to meet the growing demand of expansion of core industries like cement & steel.
We are having a Rotary Kiln in Gujarat Unit with the capacity of 24,000 MT per year for calcinations of Raw Bauxite
which is our main raw material.
Our product profile mainly includes High Alumina Bricks in the cement industry.
With capacity expansion being undertaken by Cement plants considering favourable demand supply scenario, demand for
refractories are estimated to go up.
Our Products and Use:
1. Dalmia Range of Medium-Duty Fireclay Bricks: Dry-press and Semi-plastic - “Dalmia MHD” quality of medium-
duty fire clay bricks are manufactured from high-grade clays. They are fired in continuous kilns and have accurate
sizing with sharp edges and corners. Dalmia MHD bricks maintain a stable volume at their maximum working
temperature and are resistant to hot metal, slag and moderate temperature fluctuations. Dalmia MHD bricks are
economical bricks for general furnace use where temperature is not high and operating conditions are moderate.
2. Dalmia High Heat Duty Bricks: “Dalmia HH” - High Heat Duty Bricks are most suitable for general furnace
construction because of its characteristic qualities: resistance to slag attacks; ability to withstand temperature shock;
load bearing ability; low coefficient of expansion and high fusion point. Dalmia HH bricks are manufactured by both
Dry-Press and Semi-Plastic method from high-grade fire clays high in refractoriness and with less impurities.
3. Dalmia HG Range of Super Duty Bricks: Dalmia HG range of Super Duty bricks are manufactured from a blend
of premium quality Kerala, Karnataka kaolinite clays and best bond clays to obtain outstanding properties. Dalmia
HG grade of Super Duty bricks are burnt to a very high temperature to provide improved properties and in particular
resistance to carbon monoxide attack. Dalmia HG bricks have excellent refractoriness, high density, high strength
volume stability at their maximum service temperatures, high load bearing capacity and particularly good resistance
to chemical attack, abrasion and spalling. With these combined properties, Dalmia HG bricks are used in various
furnaces where working conditions are relatively severe.
4. High Alumina HA Refractory Bricks: We offers a complete line of high alumina bricks Dalmia HA range that
allows selection of grades having requisite chemical and physical properties to meet the severity of service. Dalmia
HA bricks are made from carefully selected Saurashtra Bauxite, Kaolin Malachite,, and high grade Chamotte, bond
clay and Calcined or fused alumina. Bricks having alumina contents 40 to 90% are made from dense aggregates
fortified by alumina additives, in amount to obtain the required alumina content. For bricks above 85% alumina
Calcined and fused alumina are used to develop the required alumina content. In addition to ceramic bonded burnt
high alumina bricks, we supplies a series of Phosphate bonded both chemical and burnt bricks having exceptional
mechanical strength, high abrasion and impact resistance, good load bearing and spalling resistance.
5. Lofal Range of High Purity High Alumina Bricks: We offers a complete line of high purity alumina bricks the
Lofal High Alumina range with alumina content ranging from 30 to 90% for use in applications where the working
conditions are severe. As a family of multi product brands all Lofal High Alumina brick exhibit a slight expansion,
similar to Dalmia HA brand high alumina bricks during use that tend to tighten the structure - a desirable requirement
in majority of installations. In addition to high refractoriness LOFAL High Alumina bricks possess excellent spalling
resistance, high load bearing capacity, dense structure giving extremely high mechanical strength and low porosity to
combat the slag and metal attack and high temperature properties to withstand high service temperature.
6. Dalmia Sillimanite Refractories: Dalmia SL the sillimanite range of bricks are produced from calcined kyanite
and beach sand sillimanite. All the sillimanite grades are fired to high temperatures to maximize mullite conversion.
Dalmia SL bricks are manufactured by dry press and pneumatic ramming with alumina contents ranging from 50%
to 62% which resist the attack of molten glass admirably and give extended life when used in glass tank melters,
bottom and side wall blocks, checker packing, bridge walls, refiners, fore-hearths, etc. Large size blocks are also
available for glass tanks use.
For further details, please see the section on “Business Overview” beginning from page no. 38 of this Letter of
Offer.
4
Shri Nataraj Ceramic And Chemical Industries Limited
ISSUE DETAILS IN BRIEF
Pursuant to the resolutions passed by the Board of Directors of the Company at its meeting held on September 09, 2008 it
has been decided to make the following offer to the Equity Shareholders of the Company.
6% NCDs with Detachable warrants proposed to be 2400000 6% NCDs of Rs. 10 each with Detachable
issued by the Company warrants
Rights Entitlement Three 6% NCDs with Detachable warrants for one fully
paid up Equity Share held on record date i.e. July 06,
2009.
Record Date July 06, 2009
Issue Price per 6% NCD with Detachable warrants 10
Face value per 6% NCD with Detachable warrants 10
Interest 6% p.a. payable annually upto redemption of the NCDs
Warrant Exercise price Please refer to page 180
Warrant Exercise period Please refer to page 180
Equity Shares outstanding prior to the Issue 800000
Equity Shares outstanding after the Issue before 800000
exercise of Warrants
Equity Shares outstanding after the Issue after exercise 3200000
of Warrants*
Terms of the Issue For more information, see “Terms of Issue” on page
176 of this Letter of Offer.
*On exercise of all warrants issued under this issue.
5
Shri Nataraj Ceramic And Chemical Industries Limited
SUMMARY FINANCIAL AND OPERATING INFORMATION
The following summary financial and operating information is derived from our restated financial statements as of for the
fiscal years ended March 31 2009, 2008, 2007, 2006 and 2005 as described in the Auditor’s Report in the section titled “
Financial Statements” beginning on page 61 of this Letter of Offer. These Financial statements have been prepared in
accordance with the Indian GAAP, the Companies Act, 1956 and have been restated as required under SEBI Guidelines.
The summary financial and operating information presented below should be read in conjunction with the financial
statements, the notes thereto included in the sections titled “Financial Statements” and the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 61 & 131, respectively, of
this Letter of Offer.
In accordance with the requirements of Clause B.1 of Part II of Schedule II to the Companies Act, 1956, we report that the
profits of the Company for the above years are as set out below. These profits, expressed in lacs of rupees, have been
arrived at after charging all expenses of manufacture, working and management including depreciation and after making
such adjustments and regroupings as in our opinion are appropriate and are subject to the Accounting Policies being
followed by the Company and notes given below:
Statement of Profit & Losses (Adjusted)
(Rs in Lacs)
As At 31st March
2009 2008 2007 2006 2005
INCOME
Sales and Processing charges (Gross) 8628.12 6,098.16 3,992.77 3,808.24 3,724.11
Less:- Inter Segments Transfer 790.70 729.29 458.45 499.21 496.28
7837.42 5,368.87 3,534.32 3,309.03 3,227.83
Less :- Excise Duty 641.37 530.48 371.98 353.68 342.64
7196.05 4,838.39 3,162.34 2,955.35 2,885.19
Other Income 251.04 238.91 305.96 92.41 83.10
Increase/(Decrease) in Inventories 5.62 173.88 (156.63) 106.93 156.56
Add/(Less):- Excise duty variation
in opening/closing stock (0.49) (19.63) 14.97 (6.63) (13.16)
5.13 154.25 (141.66) 100.30 143.40
7452.22 5,231.55 3,326.64 3,148.06 3,111.69
EXPENDITURE
Purchases 573.37 394.93 0.00 0.00 0.00
Raw materials consumed 2284.11 1500.59 776.09 726.95 778.05
Staff Cost 1064.94 846.43 644.32 570.71 553.09
Manufacturing Expenses 1904.95 1302.61 942.70 1001.65 1100.62
Administrative Expenses 292.69 188.06 135.86 137.93 134.30
Selling Expenses 126.01 80.62 53.67 50.11 57.57
Interest & Finance Expenses 110.22 65.05 22.37 17.18 9.59
Depreciation/Amortization 136.17 94.01 79.38 84.01 69.98
Misc. Expenses w/off 0.01 1.30 0.56 0.23 0.12
Total Expenses 6492.47 4473.60 2,654.95 2,588.77 2,703.32
6
Shri Nataraj Ceramic And Chemical Industries Limited
Profit before tax without adjustments 959.75 757.95 671.69 559.29 408.37
Prior Period expenditure
(Net of Income) 0.00 0.00 0.00 0.00 0.00
Profit before tax after adjustments 959.75 757.95 671.69 559.29 408.37
Provision for Taxes
- Current Tax 260.00 230.00 225.00 190.00 130.00
- Deferred Tax 66.80 30.00 (15.00) 1.00 10.00
- Fringe Benefits Tax 9.50 8.50 5.46 7.67 0.00
Profit After Tax 623.45 489.45 456.23 360.62 268.37
Add : Surplus brought forward
from the previous year 2,109.66 1,693.61 1,237.38 876.76 608.39
Profit available for appropriation 2,733.11 2,183.06 1,693.61 1,237.38 876.76
Appropriations :
Transfer to General Reserve 65.00 50.00 0.00 0.00 0.00
Interim Dividend 20.00
Proposed Dividend 40.00 0.00 0.00 0.00
Corporate Dividend Tax 6.80 3.40 0.00 0.00 0.00
Balance Carried to Balance Sheet 2,621.31 2,109.66 1,693.61 1,237.38 876.76
2,733.11 2,183.06 1,693.61 1,237.38 876.76
Notes:
Sales: -
� The Net Sales accounted for Rs.7196.05 lacs during the year 2008-09 as compared to Rs.4838.39 lacs during the year
2007-08 and increased by 48.73%. It accounted for 96.56% of the total income in the FY 2008-09 as against 92.48%
of 2007-08. The increase in turnover in F.Y. 2008-09 was on account of the increased in demand of Refractory items
by infrastructure industries mainly by Cement Industries resulting in increase in sales quantity which has gone up to
38894 MT in 2008-09 as compared to 2007-08.
� The Net Sales accounted for Rs.4838.39 lacs during the year 2007-08 as compared to Rs.3162.34 lacs during the year
2006-07 and increased by 53%. It accounted for 92.48% of the total income in the FY 2008. The increase in turnover
in F.Y. 2007-08 was on account of the increased demand of Refractory items by infrastructure industries mainly by
Cement Industries.
Raw Material Consumed:-
� Raw material consumption as a %age of total Income has increased from 30.65% in FY 2007-08 to 28.68% in FY
2008-09. The raw material consumption in FY 09 increased to Rs.2284.11 lacs from Rs.1500.59 lacs in FY08. This
increase in raw material consumption is mainly on account of increase in production and increase in price of raw
materials and usage of imported Raw Material which increased to 22.92% in 2009 from 19.92% in 2008.
� Raw material consumption as a %age of total Income has increased from 23.33% in FY07 to 28.68% in FY08. The
raw material consumption in FY08 increased to Rs.1500.59 lacs from Rs.776.09 lacs in FY07. This increase in raw
material consumption is mainly on account of increase in production and increase in price of raw materials and usage
of imported raw material which has gone up to 19.92 % in 2008 from 16.82% in 2007.
7
Shri Nataraj Ceramic And Chemical Industries Limited
STATEMENT OF ASSETS AND LIABILITIES
The Assets and Liabilities of Shri Nataraj Ceramic and Chemical Industries Limited for each of the five financial years
ended March 31, 2009 (audited) are set out as here under:
(Rs in Lacs)
Particulars As At 31st March
2009 2008 2007 2006 2005
SOURCES OF FUNDS
1. Shareholders’ Funds
(a) Share Capital 80.00 80.00 80.00 80.00 79.97
(b) Reserves and Surplus 3080.13 2503.48 2037.43 1581.20 1220.58
Total shareholder’s Funds (Net Worth) 3160.13 2583.48 2117.43 1661.20 1300.55
2. Loan Funds
(a) Secured Loans 1594.63 611.15 173.71 216.66 283.98
(b) Unsecured Loans 125.00 125.00 125.00 125.00 148.01
3. Deferred Tax 204.50 137.70 107.70 122.70 121.70
TOTAL 5084.26 3457.33 2523.84 2125.56 1854.24
APPLICATION OF FUNDS
1. Fixed Assets
(a) Gross Block 3617.02 2671.42 2280.82 2227.24 2198.10
(b) Less: Depreciation 1794.28 1659.16 1582.11 1516.62 1443.48
(c) Net Block 1822.74 1012.26 698.71 710.62 754.62
(d) Capital Work in progress 162.41 8.47 77.73 0.15 0.85
2. Investments 360.03 771.50 1189.08 360.03 250.03
3. Current Assets, Loans and Advances
(a) Inventories 1933.40 1254.48 744.26 845.31 695.89
(b) Sundry Debtors 1541.89 670.94 319.95 350.89 444.74
(c) Cash and Bank Balances 142.88 60.92 104.99 44.46 24.28
(d) Other Current Assets 3.12 11.07 12.31 11.31 14.05
(e) Loans and Advances 1391.03 1377.57 790.86 491.79 291.99
Sub Total 5012.32 3374.98 1972.37 1743.76 1470.95
Less:Current Liabilities and Provisions
(a) Current Liabilities 1497.42 1052.83 867.65 367.60 464.21
(b) Provisions 775.82 657.05 546.40 321.40 158.00
Sub Total 2273.24 1709.88 1414.05 689.00 622.21
Net Current Assets 2739.08 1665.10 558.32 1054.76 848.74
TOTAL 5084.26 3457.33 2523.84 2125.56 1854.24
8
Shri Nataraj Ceramic And Chemical Industries Limited
Note:
Secured Loan: -
� Secured loan increased to Rs. 1594.63 Lacs (Term Loan Rs. 1165.00 Lacs and Cash Credit Limit Rs. 429.63 Lacs) in
FY 2009 as compared to Rs. 611.15 lacs (Term Loan Rs. 412.50.00 Lacs and Cash Credit Limit Rs. 198.65 Lacs) in
FY 2008 due to additional term loan taken for capacity expansion which has increased to 88000 MT in 2009 from
69000 MT in 2008. and due to increase in volume of operation and increase in level of inventory and debtors.
� Secured loan increased to Rs. 611.15 Lacs (Term Loan Rs. 412.50 Lacs and Cash Credit Limit Rs. 198.65 Lacs) in
FY 2008 as compared to Rs. 173.71 lacs (Term Loan Rs.137.50 Lacs and Cash Credit Limit Rs. 36.21 Lacs) in FY
2007 due to additional term loan taken for capacity expansion which has increased to 69000 MT in 2008 from 61000
MT in 2007 and due to increase in volume of operation and increase in level of inventory and debtors.
Inventory: -
� The inventory level was Rs. 1933.40 Lacs in F.Y. 2008-09 as compared to Rs. 1254.48 Lacs which was mainly due
to raw material which rose to Rs.1178.47 lacs from Rs.629.36 lacs in F.Y. 2007-08 reason being level of holding of
imported Raw Material which is purchased in bulk quantity, resulting for economic reasons and future availability &
value of stores and spares which was Rs. 313.34 Lacs in F.Y. 2008-09 as compared to Rs. 190.56 Lacs in F.Y. 2007-
08.
� The inventory level was Rs. 1254.48 Lacs in F.Y. 2007-08 as compared to Rs. 744.26 Lacs which was mainly due to
raw material which rose to Rs.629.36 lacs from Rs.281.57 lacs reason is being level of holding of imported Raw
Material which is purchased in bulk quantity, resulting for economic reasons and future availability & value of
Finished Stock which was Rs. 388.36 Lacs in F.Y. 2007-08 as compared to Rs. 226.78 Lacs.
Loans and Advances: - The Loans and Advances were Rs. 1391.03 lacs in F.Y. 2008-09 as compared to Rs.1377.57 lacs
in F.Y. 2007-08. It has been mainly due to increase in the level of operation.
Debtors:-
The debtors which stood at Rs. 1541.89 on 31.03.2009 include Rs. 302.10 due from the following related parties.
Particulars Amount (Rs. In Lacs)
Dalmia Cement (Bharat) Ltd. & Dalmia Refractories 298.18
Orissa Cement Limited 3.92
Total 302.10
The debtors which stood at Rs. 670.94 on 31.03.2008 include Rs. 59.09 due from the following related parties.
Particulars Amount (Rs. In Lacs)
Dalmia Cement (Bharat) Ltd. & Dalmia Refractories 37.11
Orissa Cement Limited 21.98
Total 59.09
Fixed Assets: -
� During the F.Y. 2008-09 the Fixed Assets (Net Block) has increased by Rs. 810.48 Lacs because of the addition made
mainly in Plant & Machinery of Rs. 643.29 Lacs and in building Rs. 300.78 Lacs out of the total addition of Rs.
947.07 Lacs made during the F.Y. 2008-09. These additions are for enhancing the production capacity which rose to
88000 MT in 2009 from 69000 MT in 2008.
� During the F.Y. 2007-08 the Fixed Assets (Net Block) has increased from Rs. 698.71 Lacs because of the addition
made mainly in Plant & Machinery of Rs. 389.76 out of the total addition of Rs. 409.02 Lacs made during the F.Y.
2007-08. These additions are for enhancing the production capacity which rose to 69000 MT in 2008 from 61000
MT in 2007.
9
Shri Nataraj Ceramic And Chemical Industries Limited
GENERAL INFORMATION
SHRI NATARAJ CERAMIC AND CHEMICAL INDUSTRIES LIMITED
Incorporation
The Company was originally incorporated as Dalmia Ceramic Industries Limited on June 21, 1973, under the Companies
Act, 1956, with the Registrar of Companies, Tamil Nadu. The name of the Company was changed to Shri Nataraj Ceramic
and Chemical Industries Limited, and a fresh Certificate of Incorporation issued on November 01, 1983 by the Registrar of
Companies, Tamil Nadu at Chennai (then Madras).
Registered Office
Shri Nataraj Ceramic and Chemical Industries Limited
Dalmiapuram, P.O. Kallakudi - 621 651
Dist. Tiruchirapalli, Tamil Nadu
Tel: +91 4329 235133, 235155; Fax: +91 4329 235122
E-mail: [email protected]
Changes in the Registered Office since incorporation
Since its incorporation the Company’s Registered Office is situated at Dalmiapuram, P.O.Kallakudi-621 651 Dist.
Tiruchirapalli, Tamil Nadu. There have been no changes in registered office of the Company.
Corporate Office
Shri Nataraj Ceramic and Chemical Industries Limited
4, Scindia House, Connaught Place
New Delhi-110001
Tel: +91 11 23457102, 23324135
Fax: +91 11 23324136
E-mail: [email protected]
Company Registration No.: 18-06372
CIN : L24297TN1973PLC006372
Address of the Registrar of Companies:
Registrar of Companies, Tamil Nadu
Block No.6, B Wing, 2nd Floor
Shastri Bhawan 26, Haddows Road
Chennai - 600034
Production Facilities:
1) Dalmiapuram, P.O. Kallakudi
Dist. Tiruchirapalli, Tamil Nadu-621651
2) Jam Nagar, Dwarka Road, Jam-Khambalia
Gujarat- 361305.
3) 23 to 27, 29A, G.I.D.C., Wankaner,
Gujarat-363622
Dear Shareholder(s),
Pursuant to the resolution passed by the Board of Directors of the Company at its meeting held on September 09, 2008, it
has been decided to make the following offer to the Equity Shareholders of the Company, with a right to renounce:
ISSUE OF 2400000 FULLY PAID UP 6% NCDs WITH DETACHABLE WARRANTS WITH A FACE VALUE OF
Rs. 10/- EACH FOR AN AMOUNT AGGREGATING TO Rs. 240 LACS ON RIGHTS BASIS TO THE EXISTING
EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF THREE FULLY PAID UP 6% NCDS WITH
DETACHABLE WARRANTS FOR EVERY ONE EQUITY SHARE HELD BY THE EXISTING SHAREHOLDERS
ON THE RECORD DATE, THAT IS ON JULY 06, 2009.
10
Shri Nataraj Ceramic And Chemical Industries Limited
Investors please note:
In the reasonable opinion of the Board, there are no circumstances that have arisen since the date of the last financial
statement disclosed in this Letter of Offer, that materially or adversely affect or are likely to affect the performance or
profitability of the Company or value of its assets or its ability to pay its liabilities within the next twelve months.
Important
1. This Issue is applicable only to those shareholders whose names appear as beneficial owners as per the list to be
furnished by Depositories in respect of the Equity Shares held in the electronic form and on the register of members
of the Company in respect of the Equity Shares held in physical form at close of business hours on July 06, 2009, i.e.
the Record Date.
2. Shareholders’ attention is drawn to Risk Factors appearing on page no viii to xiii of this Letter of Offer.
3. Please ensure that the CAF is received with the abridged version of this Letter of Offer.
4. Please read this Letter of Offer and the instructions contained therein and in the CAF carefully, before filling in the
CAF. The instructions contained in the CAF are an integral part of this Letter of Offer and must be carefully
followed. The application is liable to be rejected if it is not in conformity with the terms of this Letter of Offer and/
or the CAF.
5. All enquiries in connection with this Letter of Offer or CAF should be addressed to the Registrar to the Issue viz.
Karvy Computershare Private Limited, quoting the registered folio number/DP ID/client ID number and the serial
number of the CAF and his/her full name and address.
6. In case the original CAF is not received, lost or misplaced by the shareholder, the Registrars/Company will issue a
duplicate CAF on the request of the shareholder who should furnish the registered folio number/DP ID/client ID
number and his/her full name and address to the Registrars/Company. Please note that those applicants who are
making the application in the duplicate CAF should not utilize the original CAF for any purpose including renunciation,
even if it is received/found subsequently. In case the original and the duplicate CAFs are lodged for subscription,
both the applications will be rejected.
7. The Issue will be kept open for a minimum period of 15 days. If extended, it will be kept open for a maximum period
of 30 days.
8. The Lead Managers and the Company shall make all information available to the Equity Shareholders and no selective
or additional information would be available for a section of the Equity shareholders in any manner whatsoever
including at presentations, in research or sales reports etc. after filing of the Letter of Offer with SEBI/Stock Exchange.
9. The Lead Manager and the Company shall update the Letter of Offer and keep the public informed of any material
changes till the listing and trading commences.
10. All the legal requirements as applicable till the filing of the Letter of Offer with the Designated Stock Exchange have
been complied with.
Board of Directors
The Company is presently managed by its Board of Directors comprising of four Directors.
The Board comprises of:
S. No. Name Designation Status Address Director’s
Identification
Number
1 Shri Deepak Ambadas Managing Director & Executive C-62, Sector 14, 02421599
Thombre CEO Director Noida ,
S/o Shri Ambadas Raghunath Uttar Pradesh
Thombre
2 Shri C.Nagaratnam Whole-Time Director Executive B-7, Dalmia Colony, 00266838
S/o Shri N. Chandrasekaran Director Dalmiapuram PO,
Lalgudi TK, Trichy,
Tamil Nadu - 621651
11
Shri Nataraj Ceramic And Chemical Industries Limited
3 Shri N. Gopalaswamy Director Non- C-1, Durga Paradise, 00017659
S/o-Shri S. Nagarajan Executive & 5A, Ramcharapuram
Independent Thennur- 620 017
Director Dist. Tirchy, Tamilnadu
4 Shri Pradeep Dayal Director Non-
Mathur Executive & B-407, Nirman Vihar 00266758
S/o-Shri G. D. Mathur Independent New Delhi- 110092
Director
For more details on the Board of Directors, please refer to the section titled “Our Management” beginning from page no.
48 of this Letter of Offer.
Company Secretary
Mr. C.N. Maheshwari
Shri Nataraj Ceramic and Chemical Industries Limited
4, Scindia House, Connaught Place
New Delhi-110001
Tel: +91 11 23457102, 23324135
Fax: +91 11 23324136
E-mail: [email protected]
Legal Advisor to the Issue
M/s Zenith India Lawyers, Advocates & Solicitors
M-7/17, 2nd Floor, DLF Phase II
Gurgaon, 122002
Tel: 0124 - 4296671
Fax: 0124 - 4296671
Email: [email protected]
Contact Person: Mrs. Raj Rani Bhalla, Sr. Partner
Bankers To The Company
Axis Bank Limited
Statesman House, 13th Floor
148, Barakhamba Road
New Delhi-110001
Tel: 011-41521951
Fax: 011-41521953
Contact Person: Vishal Mehra
Email: [email protected]
Website: www.axisbank.com
Compliance Officer
Mr. C.N. Maheshwari
Shri Nataraj Ceramic and Chemical Industries Limited
4, Scindia House, Connaught Place
New Delhi-110001
Tel: +91 11 23457102, 23324135
Fax: +91 11 23324136
E-mail: [email protected]
The Investors are requested to contact the Compliance Officer for any pre-issue/post-issue questions or information,
including letter of allotment, refund orders, demat credits of allotted shares etc.
12
Shri Nataraj Ceramic And Chemical Industries Limited
Issue Management Team Lead Managers To The Issue
Chartered Capital and Investment Limited D and A Financial Services Private Limited
SEBI Regn No.- INM000004018 SEBI Regn No.- INM000011484
711, Mahakant, Opp V.S. Hospital, Ellisbridge, 13, Community Centre
Ahmedabad - 380 006 East of Kailash
Tel: +91-79-2657 5337, 2657 7571 New Delhi - 110065
Fax: +91-79-2657 5731 Tel: 011 26218274, 26419079
E-mail: [email protected] Fax: 011 26219491
Website:www.charteredcapital.net Email: [email protected]
Contact Person: Mr. Sagar Bhatt Contact Person: Mr. Heemadri Mukerjea
The statement of inter se allocation of responsibilities for this Issue is as follows:
No. Activities Responsibility Coordinator
a) Capital structuring with the relative components and formalities such CCIL CCIL
as composition of debt and equity type of instruments.
b) Drafting of offer document.
The designated Lead Managers shall ensure compliance with SEBI CCIL CCIL
Guidelines and other stipulated requirements and completion of
prescribed formalities with the Stock Exchanges and SEBI.
c) Drafting of advertisement/publicity material including newspaper CCIL CCIL
advertisements and brochure/memorandum containing salient features
of the offer document.
The designated Lead Managers shall ensure compliance with SEBI
Guidelines and other stipulated requirements and completion of pres-
cribed formalities with the Stock Exchanges and SEBI.
d) Retail/Non-Institutional marketing strategy which will cover inter-alia, Both CCIL
preparation of publicity budget, arrangement for selection of (i) ad-
media, (ii) centres of holding conferences of brokers, investors etc.,
(iii) bankers to the issue, (iv) collection centres, (v) distribution of
publicity and Issue materials including application form and Letter
of Offer.
e) Institutional marketing strategy Both DAFSPL
f) Selection of various agencies connected with the Issue, namely Both DAFSPL
Registrars to the Issue, printers, monitoring agency and advertisement
agencies.
g) Follow up with Bankers to the Issue to get quick estimates of CCIL CCIL
collection and advising the Issuer about closure of the Issue based
on the correct figures.
h) The post issue activities will involve essential follow up steps which CCIL CCIL
must include finalization of basis of allotment/weeding out of mult-
iple applications, listing of instruments and dispatch of certificates and
refunds, with the various agencies connected with the activities such
as Registrars to the Issue, Bankers to the Issue. Whilst, many of the
post issue activities will be handled by other intermediaries, the
designated Lead Manager shall be responsible for ensuring that these
agencies fulfill their functions and enable them to discharge this
responsibility through suitable agreements with the Issuer Company.
Note: For the purposes of allocation of responsibilities in this Issue, “Both” means Chartered Capital and Investment
Limited and D and A Financial Services (P) Limited, “CCIL” means Chartered Capital and Investment Limited and
“DAFSPL” means D and A Financial Services (P) Limited.
13
Shri Nataraj Ceramic And Chemical Industries Limited
Registrar to The Issue
Karvy Computershare Private Limited
SEBI Regn. No.-INR 000000221
Plot No. 17-24, Vittal Rao Nagar,
Madhapur, Hyderabad-500081
Tel: 91-40-23420815/16/17/18
Fax: 91-40-23431551
Website: www.karvy.com
Email : [email protected]
Contact Person: M Murali Krishna
Bankers To The Issue
Axis Bank Limited
East of Kailash Branch
D-70A, East of Kailash,
New Delhi-110065.
Tel: 011- 46500495/ 496 / 497
Fax: 011-46500498
Contact Person: Sheetal Handa
Email: [email protected]
Website: www.axisbank.com
Auditors
S S Kothari Mehta & Co, Chartered Accountants
146-149, Tribhuwan Complex,
Ishwar Nagar, Mathura Road,
New Delhi - 110065
Tel.: +91 11 66628888
Fax: +91 11 66628889
E-mail: [email protected]
Contact Person: CA Arun Kumar Tulsian
Inter-se Allocation of Responsibilities
Not applicable
Credit Rating
The Company has appointed ICRA limited for the purpose of rating of its Proposed issue of 6% Non Convertible Debentures.
The Company has received a communication from ICRA Limited that LBBB+ rating has been assigned to the proposed
issue of 6% Non convertible Debentures but the Company has not accepted the same.
LBBB is the moderate -credit quality rating assigned by ICRA. The rated instrument carries higher than average credit
risk.
The rating action takes into account the favourable demand outlook for high alumina refractories, driven by expectations
of significant growth in the main consuming industries namely cement, steel and coke ovens. This coupled with the
company’s established market position is likely to result in significant revenue and profit growth. ICRA also derives
comfort from captive bauzite mines (which meet a significant chunk of bauxite requirement) and rotary kiln for calcinations
of bauxite and clay, which gives it a competitive advantage. The rating is also supported by the company’s strong financial
indicators and strength arising out of its being a part of the Dalmia group of companies. The rating is however constrained
by the strong competitive pressures, including those from small players, Which coupled with increasing cost of power and
fuel and outsourced raw materials (such as some grade of bauxite) are likely to result in some pressures on SNCCIL’s
profit margins in the medium term. The rating is also constrained by vulnerability of the industry to downcycles in the
consuming industries (which are all prone to cyclical trends) and small size of operations.
Ipo Grading
This being a rights issue of NCDs, no IPO Grading is required.
14
Shri Nataraj Ceramic And Chemical Industries Limited
Trustees
The Company has appointed IL&FS Trust Company as the trustees for the holders of the NCDs offered through this Letter
of Offer.
Monitoring Agency
No agency has been appointed to monitor utilization of Funds. However, in case such an agency is appointed such agency
shall file the monitoring report with the issuer company and not with SEBI, so as to enable the Company to place the report
before its Audit committee.
Appraising Entity
The project is only for the raising funds for working capital requirement and General Corporate Purposes of the Company
based upon Management estimates and is not appraised.
Standby Underwriting Agreement
The present Rights Issue is not underwritten. However, the Promoters group has confirmed vide its Letter of intent that
they intent to subscribe to the full extent of their entitlement in the Issue or renounce the same to another person or entity
forming part of the Promoter Group. Further, the Promoters group has also stated that, in the event of undersubscription of
the total issue size, they may apply for additional 6% NCDs with Detachable Warrants in the Issue such that at least 90%
of the Issue size is subscribed. As a result of this subscription and consequent allotment and conversion of detachable
warrants, the Promoters Group may acquire Equity Shares over and above their entitlement in the Issue, which may result
in their shareholding in the Company being above their current shareholding.
Allotment Letters / Refund Orders
The Company will issue and dispatch letters of allotment/ debenture/warrants/share certificates/ demat credit or letters of
regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period
of 15 (Fifteen) days from the date of closure of the Issue. If such money is not repaid within 8 (eight) days from the day the
Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73(2)/ (2A)
of the Companies Act.
Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI), will get refunds
through ECS only (Electronic Clearing Service) except where applicants are otherwise disclosed as applicable/eligible to
get refunds through direct credit and RTGS. In case of those Applicants who have opted to receive their Rights Entitlement
in dematerialized form using electronic credit under the depository system, advice regarding their credit of the NCDs shall
be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through
ordinary post intimating them about the mode of credit of refund within 15 days of closure of Issue.
In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the Company issues
letter of allotment, the corresponding securities certificates will be kept ready within one month from the date of allotment
thereof or such extended time as may be approved by the Company Law Board under Section 113 of the Companies Act or
other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged
later for the securities certificates.
For more information please refer to the section titled “Terms of the Issue” on page 176 of this Letter of Offer.
The letter of allotment / refund order exceeding Rs.1,500 would be sent by registered post/speed post to the sole/first
Applicant’s registered address. Refund orders up to the value of Rs.1,500 would be sent under certificate of posting. Such
refund orders would be payable at par at all places where the applications were originally accepted. The same would be
marked ‘Account Payee only’ and would be drawn in favour of the sole/first Applicant. Adequate funds would be made
available to the Registrar to the Issue for this purpose.
Note:
1. Investors are advised to contact the Registrar to the Issue/ Compliance Officer in case of any pre-issue/postissue
related problems such as non-receipt of Letter of Offer/ Abridged Letter of Offer/ CAF/ Letter of Allotment/Securities
Certificate(s) / Refund Orders.
2. The funds received against this Issue will be transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 73 of the Act.
3. The Company has been filing periodic statements in regard to financial results and shareholding pattern with the
Stock Exchanges (and all documents that are to be filed with the Registrar of Companies) and such statements should
be available on websites of the Designated Stock Exchange. It has also been regularly paying the annual listing fees
to the Stock Exchanges.
15
Shri Nataraj Ceramic And Chemical Industries Limited
CAPITAL STRUCTURE OF THE COMPANY
Share Capital as on the date of filing of Letter of Offer with SEBI
(Amount in Lacs)
PARTICULARS NOMINAL AGGREGATE
VALUE VALUE
A. Authorized Share Capital
5000000 Equity shares of Rs. 10/- each 500
B. Issued, Subscribed and paid-up capital
800000 Equity shares of Rs. 10/- each 80
C. Present issue being offered to the Equity Shareholders
through the Letter of Offer
2400000 Debentures of Rs. 10/- each being offered at at par.
D. Paid-up Capital after the Issue
800000 Equity Shares of Rs. 10/- each 80
E. Capital arising out of exercise of 2400000 warrants into equity 240 [*]*
shares of Rs. 10 each at a premium of Rs. [�] assuming full exercise
Paid up Capital after exercise of Warrants:
3200000 Equity Shares of Rs. 10/- each 320 [*]*
F. Share Premium Account
Before the Issue Nil
After the Issue Nil
After excersise of warrants assuming full conversion [*]*
* Can be ascertained only after the warrant exercise price is fixed up by the Board of Directors. For details please refer to
page 180 of the Letter of Offer.
Notes to Capital Structure
Details of Increase in Authorized Capital
Date Number of Cumulative Face Authorized Particulars
Shares Number of Value (Rs) Capital (Rs)
Shares
On incorporation 500000 500000 1 5000000 Incorporation
01.03.1983 1000000 1500000 10 15000000 Increase
29.09.1993 1500000 3000000 10 30000000 Increase
28.08.2008* 2000000 5000000 10 50000000 Increase
* Increased through postal ballot.
16
Shri Nataraj Ceramic And Chemical Industries Limited
Capital Buildup: The existing Share Capital of the Company has been subscribed and allotted as under:
Date of No. of Face Issue Conside Nature No of Paid Up Cumulative
Allotment/ Equity Value Price ration of Equity Capital Share
Fully shares (Rs) (Rs) Allotment Shares (Rs.) Premium
Paid up Cumulative (Rs.)
Subscriber to
Memo. 10 1 1 Cash Subscription on signing 10 10 0
of Memorandum of
Association
04.09.1973 249980 1 1 Cash Further Allotment 249990 249980 0
03.10.1973 10 1 1 Cash Further Allotment 250000 10 0
17.07.1974 51281 10 10 Cash Further Allotment 301281 512810 0
28.08.1974 13445 10 10 Cash Further Allotment 314726 134450 0
01.11.1974 2072 10 10 Cash Further Allotment 316798 20720 0
31.01.1975 32387 10 10 Cash Further Allotment 349185 323870 0
08.04.1975 794 10 10 Cash Further Allotment 349979 7940 0
10.06.1975 15 10 10 Cash Further Allotment 349994 150 0
30.09.1975 6 10 10 Cash Further Allotment 350000 60 0
13.05.1978 125000 10 10 Capitalisation Bonus issue* 250000$ 1250000 0
of Reserves
04.05.1983 250000 10 10 Capitalisation Bonus issue** 500000 2500000 0
of Reserves
16.10.1984 300000 10 10 Cash Public Issue 800000 3000000 0
$: This number has been adjusted keeping in view the alteration of the equity share capital by consolidation of 250000equity shares of Rs. 1 each into 25000 equity shares of Rs. 10 each. This was done in the AGM of the Company on30.12.1975.
* The Company had approved Bonus Issue in the AGM of the Company held on 20.12.1977 in the proportion of oneShares for every one equity Shares held by the shareholders and allotment was made on 13.05.1978 by capitalizationof general reserve of the Company.
** The Company had approved Bonus Issue in the EGM of the Company held on 01.03.1983 in the proportion of oneShares for every one Shares held by the shareholders and allotment was made on 04.05.1983 by capitalization ofgeneral reserve of the Company.
2. Redeemable Preference Shares
There are no issued redeemable preference shares as on date of this Letter of Offer.
3. Pre issue shareholding pattern of the Company as on May 31, 2009 is as follows:
17
Shri Nataraj Ceramic And Chemical Industries Limited
Cate- Category of No. of Total No. of Total shareholding Shares pledged
gory shareholder share No. of shares as a percentage or otherwise
Code holders shares held in of total encumbered
demater- number
ialized of shares
form As a As a As a As a
perce perce perce perce
ntage ntage ntage ntage
of (A+B) of (A+B+C)
(A) * Shareholding of Promoter
and Promoter Group
(1) Indian - -
(a) Individuals/Hindu Undivided Nil Nil Nil Nil Nil - -
Family
(b) Central Government/State Nil Nil Nil Nil Nil - -
Government(s)
(c) Bodies Corporate 9 329281 4450 41.16 41.16 - -
(d) Financial Institutions/Banks Nil Nil Nil Nil Nil - -
(e) Any Other (specify) Nil Nil Nil Nil Nil - -
Sub-Total (A)(1) 9 329281 4450 41.16 41.16 - -
(2) Foreign Nil Nil Nil Nil Nil - -
(a) Individuals (Non-Resident
Individuals/Foreign Individuals Nil Nil Nil - -
(b) Bodies Corporate Nil Nil Nil - -
(c) Institutions Nil Nil Nil - -
(d) Any Other (specify) Nil Nil Nil - -
Sub-Total (A)(2) Nil Nil Nil - -
Total Shareholding of Prom-
oter and Promoter Group
(A)=(A)(1)+(A)(2) 9 329281 4450 41.16 41.16 - -
(B) Public shareholding
(1) Institutions Nil Nil Nil - -
(a) Mutual Funds/UTI Nil Nil Nil - -
(b) Financial Institutions/Banks 10 1262 0 0.16 0.16 - -
(c) Central Government/State Nil Nil Nil - -
Government(s)
(d) Venture Capital Funds Nil Nil Nil - -
(e) Insurance Companies Nil Nil Nil - -
(f) Foreign Institutional Investors Nil Nil Nil - -
(g) Foreign Venture Capital Investors Nil Nil Nil - -
(h) Any Other (specify)
Sub-Total (B) (1) 10 1262 0 0.16 0.16 - -
(2) Non-institutions
(a) Bodies Corporate 44 16629 7902 2.08 2.08
(b) Individuals -
i) Individual shareholders holding 5351 393833 23244 49.23 49.23 - -
nominal share capital upto Rs.1 lac.
ii) Individual shareholders holding 2 57339 57339 7.17 7.17 - -
18
Shri Nataraj Ceramic And Chemical Industries Limited
nominal share capital in excess of
Rs.1 lac.
(c) Any Other (specify)
Directors 2 58 0 0.01 0.01 - -
Non Resident Indian 11 1598 0 0.20 0.20 - -
Sub-Total (B)(2) 5410 469457 88485 58.68 58.68 - -
Total Public Shareholding 5420 470719 88485 58.84 58.84 - -
(B)=(B)(1)+(B)(2)
TOTAL (A)+(B) 5429 800000 92935 100.00 100.00 - -
(C) Shares held by Custodians and
against which Depository Receipts
have been issued Nil Nil Nil
GRAND TOTAL (A)+(B)+( C) 5429 800000 92935 100.00 100.00 - -
* Shares held by promoters in different folios have been clubbed together
4. The Pre Issue and Post Issue Shareholding Pattern of Promoter and Promoter group is as under (as on May
31, 2009):
Name of Entities PRE ISSUE POST ISSUE
NO % NO %
SHARES SHARES
A Promoters 0.00 0.00 [*] [*]
Total (A) 0.00 0.00 [*] [*]
B Promoters Group
Relatives of Promoters 0.00 0.00 [*] [*]
Sub Total (a) 0.00 0.00 [*] [*]
Trusts / HUFs 0.00 0.00 [*] [*]
Sub Total (b) 0.00 0.00 [*] [*]
Bodies Corporate
Ankita Pratisthan Limited 61890 7.74 [*] [*]
Sita Investment Company Limited 50322 6.29 [*] [*]
Rama Investment Company Pvt. Ltd. 28477 3.56 [*] [*]
Puneet Trading & Investment Co. Pvt. Ltd. 50 0.01 [*] [*]
Shree Nirman Limited 18450 2.31 [*] [*]
Himgiri Commercial Limited 6000 0.75 [*] [*]
Valley Agro Indusries Limited 22362 2.79 [*] [*]
Alirox Abrasives Limited 64000 8.00 [*] [*]
Mayuka Investment Limited 77730 9.72 [*] [*]
Sub Total (c) 329281 41.16 [*] [*]
Total (B) (a)+ (b)+(c) 329281 41.16 [*] [*]
Sub-total (A)+(B) 329281 41.16 [*] [*]
Total Promoters and Promoter Group holding 329281 41.16 [*] [*]
19
Shri Nataraj Ceramic And Chemical Industries Limited
5. Details of the transactions in Equity Shares by the Promoters and the Promoter Group during the last six
months
The Promoters and the Promoter Group of the Company have not purchased/ sold any equity shares of the Company
during the last six months.
6. Equity Shares held by top ten shareholders
1. The ten largest shareholders as on the date of filing of the Letter of Offer with Stock Exchanges are as follows:
Name No. of shares % holding
MAYUKA INVESTMENT LTD 77730 9.72
ALIROX ABRASIVES LTD 64000 8.00
ANKITA PRATISTHAN LIMITED 61890 7.74
SITA INVESTMENT COMPANY LTD 50322 6.29
VALLABH BHANSHALI & SURAJ BHANSHALI 30000 3.75
RAMA INVESTMENT CO PVT LTD 28477 3.56
MAHENDRA GIRDHARILAL WADHAWANI 27339 3.42
VALLEY AGRO INDUSTRIES LIMITED 22362 2.79
SHREE NIRMAN LIMITED 18450 2.31
CHANDRAVADAN DESAI 8900 1.11
2. The ten largest shareholders, 10 days prior to the date of filing of the Letter of Offer with Stock Exchange are
as follows:
Name No. of shares % holding
MAYUKA INVESTMENT LTD 77730 9.72
ALIROX ABRASIVES LTD 64000 8.00
ANKITA PRATISTHAN LIMITED 61890 7.74
SITA INVESTMENT COMPANY LTD 50322 6.29
VALLABH BHANSHALI & SURAJ BHANSHALI 30000 3.75
RAMA INVESTMENT CO PVT LTD 28477 3.56
MAHENDRA GIRDHARILAL WADHAWANI 27339 3.42
VALLEY AGRO INDUSTRIES LIMITED 22362 2.79
SHREE NIRMAN LIMITED 18450 2.31
CHANDRAVADAN DESAI 8900 1.11
3. The ten largest shareholders, two years prior to the date of filing of the Letter of Offer with Stock Exchange are
as follows:
Name No. of shares % holding
MAYUKA INVESTMENT LTD 77730 9.72
ALIROX ABRASIVES LTD 64000 8.00
ANKITA PRATISTHAN LIMITED 61890 7.74
SITA INVESTMENT COMPANY LTD 50322 6.29
VALLABH BHANSHALI & SURAJ BHANSHALI 30000 3.75
RAMA INVESTMENT CO PVT LTD 28477 3.56
MAHENDRA GIRDHARILAL WADHAWANI 27339 3.42
VALLEY AGRO INDUSTRIES LIMITED 22362 2.79
SHREE NIRMAN LIMITED 18450 2.31
CHANDRAVADAN DESAI 8900 1.11
20
Shri Nataraj Ceramic And Chemical Industries Limited
Note: Shares held in different folios have been clubbed together.
7) The total number of members of the Company as on May 31, 2009 was 5429.
8) The present Issue being a Rights Issue, as per SEBI guidelines, the requirement of promoters contribution and lock-in are not applicable.
9) The Company has not instituted any employee stock option scheme as on the date of this Letter of Offer.
10) The Company has not availed of “bridge loans” to be repaid from the proceeds of the Issue for incurring expenditureon the Objects of the Issue.
11) As on the date of this Letter of Offer, there are no outstanding warrants, options or rights to convert debentures, loansor other instruments into Equity Shares.
12) There will be no partly paid up shares arising out of this issue.
13) As on date there are no partly paid up shares.
14) The Promoters and Directors of the Company and Lead Manager of the Issue have not entered into any buy-back,standby or similar arrangements for any of the securities being issued through this Letter of Offer.
15) The terms of issue to Non-Resident Equity Shareholders/Applicants have been presented under the section “Termsof the Issue” on page 176 of this Letter of Offer.
16) At any given time, there shall be only one denomination of the Equity Shares of the Company and the Company shallcomply with such disclosure and accounting norms specified by SEBI from time to time. The Equity Shareholders ofthe Company do not hold any warrant, option or convertible loan or debenture, which would entitle them to acquirefurther shares in the Company.
17) No further issue of capital by way of issue of bonus shares, preferential allotment, rights issue or public issue or inany other manner which will affect the equity capital of the Company, shall be made during the period commencingfrom the filing of the Letter of Offer with the SEBI and the date on which the 6% NCDs with Detachable Warrantsissued under the Letter of Offer are listed or application moneys are refunded on account of the failure of the Issue.Further, presently the Company does not have any intention to alter the equity capital structure by way of split/consolidation of the denomination of the shares on a preferential basis or issue of bonus or rights or public issue ofshares or any other securities within a period of six months from the date of opening of the Issue.
18) The Issue will remain open for 15 days. However, the Board will have the right to extend the Issue period as it maydetermine from time to time but not exceeding 30 days from the Issue Opening Date.
19) In case any warrants remain to be exercised/converted into equity shares, within the Warrant Exercise Period, THEWARRANTS SHALL LAPSE i.e. the warrant holders shall not be entitled to exercise or claim issue of equity sharesafter expiry of the warrant exercise period. (explanation - the warrants to be lapsed in case it is not exercised by theeligible equity shareholders for conversion during the exercise period)
20) The Promoters Group has clarified that it intends to exercise the warrants to be issued to it under this Rights Issue, infull. The Promoters Group reserves the right to subscribe to their entitlement in the Issue by subscribing for renunciationif any made within the Promoters group to another person or entity forming part of the Promoters Group. ThePromoters group may also apply for 6% NCDs with detachable warrants in the Issue, such that at least 90% of theIssue is subscribed. As a result of this subscription and consequent allotment, the Promoters Group may acquire 6%NCDs with detachable warrants over and above their entitlement in the Issue, which may result in an increase of theshareholding being above the current shareholding upon conversion of the warrants being issued alonwith the 6%NCDs being issued under the present Issue. This subscription and acquisition of additional Equity Shares by thePromoters Group, if any, will not result in change of control of the management of the Company and shall be exemptin terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirementsindicated in the section on Objects of the Issue on page 21 of this Letter of Offer, there is no other intention/purposefor this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoters Group,after conversion of the detachable warrants being offered in this Issue, the Promoters Group’s shareholding in theCompany exceeds their current shareholding. The Promoters Group intends to subscribe to such unsubscribed portionas per the relevant provisions of the law. Allotment to the Promoters Group of any unsubscribed portion, over andabove their entitlement shall be done in compliance with Clause 40A the Listing Agreement and other applicablelaws prevailing at that time relating to continuous listing requirements.
21) The post issue shareholding pattern as stated in this chapter must be read subject to the aforementioned point.
21
Shri Nataraj Ceramic And Chemical Industries Limited
OBJECTS OF THE ISSUE
The objects of the present issue of 6% NCDs with Detachable Warrants on rights basis are:
a. To raise money for working capital;
b. To meet the expenses of this Issue;
c. To raise resources for general corporate purposes.
For the sake of clarity it is hereby stated that the objects are stated in the order of priority. Objects at serial no. ‘a’ and ‘b’
will be given priority over ‘c’.
The net proceeds of the Issue, after deduction of any issue expenses, are estimated to be approximately Rs. 200 Lacs
(excluding the amount that will be raised upon consversion of the detachable warrants at a time as mentioned in this letter
of offer under the chapter ‘Terms of the Issue’ on page no 176 of this Letter of Offer).
FUND REQUIREMENT
The fund requirement and deployment are based upon Management estimates
Particulars Amount (In Rs. Lacs)
Working capital requirement 200
Meeting issue expenses 30
General Corporate purposes [*]*
Total [*]*
* Can be ascertained only after the warrant exercise price is fixed up by the Board of Directors. For details please refer to
page 180 of the Letter of Offer.
The amount that will be raised upon conversion of the detachable warrants shall be used towards General Corporate
Purposes as mentioned later in this section.
The Objects Clause of the Memorandum and Articles of Association of the Company enables it to
undertake the activities for which the funds are to be raised in the present Rights Issue. Further, it is confirmed that the
activities, which the company has been carrying out until now is in accordance with the object clause of Memorandum and
Articles of Association of the Company.
FUNDING PLANS (MEANS OF FINANCE)
Particulars Amount (In Rs. Lacs)
Gross proceeds from the issue 240
Rights Issue of 2400000 6% NCDs of Rs. 10 each (issued with
2400000 Warrants attached thereto)* 240
Total 240
*This does not consider the amount mobilized at the time of conversion of warrants in accordance with the terms of the
Issue mentioned in this Letter of Offer.
In the present issue the Company does not require to comply with clause 2.8 of SEBI (Disclosure and Investor Protection)
Guidelines, 2000 as the only source of funding for the proposed use (raising funds for working capital) is being funded by
means of this issue.
Reasons for raising working capital
Working capital is being raised to partly fund the long term working requirement of the Company.
APPRAISAL
No appraisal of the working capital requirement has been done. It is based upon Management estimates.
22
Shri Nataraj Ceramic And Chemical Industries Limited
DETAILED FUND REQUIREMENT FOR WORKING CAPITAL
Particulars Amount Amount
(In Rs. Lacs) (In Rs. Lacs)
Cash & Bank 100.00
Receivables 1085.00
Inventory:
Raw Material 1,025.00
W.I.P. 40.00
Finished Stock 430.00
Stores and Spares 250.00
Coal & Fuel 60.00 1805.00
Other Current Assets 350.00
3340.00
Less : Current Liabilities
Bank borrowing 1150.00
Sundry Creditors 450.00
Advance from Customer 200.00
Other Liabilities 75.00 1875.00
Deficit 1465.00
To be financed by :
Proposed Issue 200.00
Internal Accruals 1265.00 1465.00
As per the current Balance sheet the Company has a Reserves and Surplus position of 3080.13 Lacs. The current
internal accruals position is adequate to finance the part of the working capital requirement as described above.
Calculation of Working Capital as on 31st March, 2009
Current Assets, Loans and Advances
Inventories :
Stores & Spares 313.34
Raw Materials 1,178.47
Loose Tools 4.34
Finished Goods 378.58
Semi-finished Goods 58.67 1,933.40
Sundry Debtors 1,541.89
Cash and Bank Balances 142.88
Other Current Assets 3.12
Loans and Advances 1,391.03 5,012.32
Current Liabilities and Provisions
Sundry Creditors 1,241.24
23
Shri Nataraj Ceramic And Chemical Industries Limited
Advances 148.01
Unclaimed Dividend 2.47
Matured Fixed Deposit and Interest thereon 0.28
Other Liabilities 105.42
Provision for tax 729.02
Provision for Dividend (including Corporate Dividend Tax) 46.80 2,273.24
Working Capital (Current Assets - Current Liabilities) 2,739.08
BREAK-UP OF ISSUE EXPENSES
The expenses for this Issue include management fees, selling commissions, printing and distribution expenses, legal fees,
fees to various advisors, statutory advertisement expenses and listing fees payable to the Stock Exchanges, among others.
The estimated Issue expenses are as under:
Activity Amount (in Rs. Lacs)
Lead Management Fees 8
Advertisement and Marketing expenses 2
Printing and Stationery 5
Registrar to the Issue 1.5
Others (legal fee, listing fee, etc) 13.5
Total Estimated Issue expenses 30
General Corporate Purposes:
The Company is continuously looking for opportunities to grow and towards this a portion of the proceeds of the Issue will
be used to meet its general corporate purposes which include but are not restricted to marketing and brand-building,
training key employees, working capital requirements, acquisition of businesses and such other activities.
No part of the issue proceeds will be paid as consideration to promoters, directors, key managerial personnel,
associates or group companies except in the normal course of business and as disclosed in the sections titled ‘Interest
of Promoters’ & ‘Interest of Directors’ as mentioned on page nos. 56 and 53 of this Letter of Offer.
In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements
for a particular purpose may be financed through internal accruals and debt.
FUNDS DEPLOYED:
The Company has received the Sources and Deployment Funds Certificate dated June 25, 2009 from N. K. Bansal & Co.,
Chartered Accountants. The certificate states that the Company has deployed amounts aggregating Rs. 9.79 Lacs. Details
of the sources and deployment of funds as on June 15, 2009 as per the certificate is as follows:
Particulars Amount (Rs. Lacs)
Right Issue Expenses 9.79
Total 9.79
SOURCES OF FINANCING OF FUNDS ALREADY DEPLOYED
Particulars Amount (Rs. Lacs)
Internal Accruals 9.79
Total 9.79
24
Shri Nataraj Ceramic And Chemical Industries Limited
DETAILS OF BALANCE FUND DEPLOYMENT:
(in Rs. Lacs)
Deployment of Funds Financial To be Total
Year 2009-10 incurred
Already upto
incurred March 2010
15.06.2009
Working capital 0.00 200 200
Issue Expenses 9.79 20.21 30
General Corporate purposes* [*]** [*]** [*]**
* The amount that will be raised upon conversion of the detachable warrants shall be used towards General Corporate
Purposes.
** Can be ascertained only after the warrant exercise price is fixed up by the Board of Directors. For details please refer to
page 180 of the Letter of Offer.
DEPLOYMENT OF FUNDS PENDING UTILIZATION
The management, in accordance with the policies set up by the Board, will have flexibility in deploying the net proceeds
received by the company from the Issue. Pending utilization for the purposes described above, we intend to invest the
funds in high quality interest/dividend bearing liquid instruments including money market mutual funds and deposit with
banks for necessary duration or reducing the working capital / term borrowings from banks and financial institutions.
MONITORING OF UTILIZATION OF FUNDS
There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines.
The company will disclose the utilization of the Net Issue Proceeds under a separate head in its balance sheet for such
fiscal periods as and when the Company’s subsidiaries prepay any loans, it shall make disclosures as required under the
SEBI DIP Guidelines, the listing agreements with the Stock Exchanges and any other applicable law or regulations, clearly
specifying the purposes for which the Net Issue Proceeds have been utilized. The Company will also, in its balance sheet
for the applicable fiscal periods, provide details, if any, in relation to all such Net Issue Proceeds that have not been
utilized, thereby also indicating investments, if any, of such currently unutilized Net Issue Proceeds.
No part of the Issue proceeds will be paid by the Company as consideration to SNCCIL’s Promoters, Directors, Key
Management Personnel except in the course of normal business.
Bridge Financing Facilities
We have not raised any bridge loan from any bank of financial institution for any amount as of the date of this letter of
offer.
25
Shri Nataraj Ceramic And Chemical Industries Limited
BASIS OF ISSUE PRICE
The face value of the 6% NCDs with Detachable Warrants is Rs. 10 and the Issue Price of Rs. 10 is 1 times of the face
value.
Investors should read the following summary along with the sections titled “Risk Factors” and “Financial Information”
beginning on page nos. viii and 61 respectively of this LOO, and other details about the Company included in the section
entitled “History of the Company and Other Corporate Matters” beginning on page no. 46 of this Letter of Offer.
The trading price of the Equity Shares could decline due to these risks and you may lose all or part of your investments.
QUALITATIVE FACTORS
1. Shri Nataraj Ceramic and Chemical Industries Limited is a 36-year-old Company engaged in refractory manufacturing
concerns producing High Alumina Refractory Bricks & Castable and supplying to core industries namely cement,
steel and other engineering industries
2. The Company has ISO 9001:2000 certification for quality systems for its Dalmiapuram unit.
QUANTITATIVE FACTORS
Information presented in this section is derived from our Restated Financial Statements prepared in accordance with
Indian GAAP and SEBI (DIP) Guidelines.
1. Earning Per Share (EPS) of Equity Share having face value of Rs.10 each (as adjusted for changes in capital)
Year EPS (Rs.) Weight
2006-07 57.02 1
2007-08 61.18 2
2008-09 77.93 3
Weighted Average 68.86
Notes:
a. On year ended March 31, 2009 EPS calculations have been done in accordance with Accounting Standard 20-
“Earnings per share” issued by the Institute of Chartered Accountants of India.
b. The weighted average of adjusted EPS for these fiscal years have been computed by giving weights of 1, 2 and 3 for
the fiscal years ending March 31 2007, 2008 and 2009 respectively.
c. The earning per share has been computed on the basis of Restated Profits & Losses after Tax and exceptional items
for the respective years.
2. Price/Earning (P/E) ratio in relation to Issue Price of Rs. 10 per 6% NCD with Detachable Warrants
a. Based on results for Financial Year ended March 31, 2009, EPS is Rs. 77.93: 0.13
b. Based on weighted average, the EPS is Rs. 68.86: 0.15
Refractory Industry P/E (*)
Highest (Raasi Refractories) 122.5
Lowest (IFGL Refract.) 8.5
Industry Composite -
Source: Capital Market - June 15-28, 2009, Vol XXIV/08; refractories/intermediates
3. Average Return on Net Worth (“RONW”)
Return on Net Worth (RONW)
Year RONW (%) Weight
2006-07 21.54 1
2007-08 19.06 2
2008-09 19.62 3
Weighted Average 19.75
Note:
The average return on net worth has been computed on the basis of the adjusted profits and losses of the respective years
drawn after considering the impact of accounting policy changes and material adjustments/ regroupings pertaining to
earlier years.
26
Shri Nataraj Ceramic And Chemical Industries Limited
4. Minimum Return on Increased Net Worth to maintain pre-issue EPS is 73.34 %
Note: The aforementioned calculation does not consider the effect on net worth due to conversion price of the warrants as
the same cannot be ascertained at this point of time. The figure of 73.34% includes only the face value of the shares to be
issued after conversion of warrants.
5. Net Asset Value per share (“NAV”)
(Rs.)
Net Asset Value (pre-issue) (as on 31/3/2009) 395.02
Net Asset Value (post issue) (prior to conversion of warrants) 395.02
Net Asset Value (post issue) (after conversion of warrants) [*]*
Issue Price [*]*
* Can be ascertained only after the warrant exercise price is fixed up by the Board of Directors. For details please refer to
page 180 of the Letter of Offer.
Notes:
a. The Earnings per Share and the average return on net worth has been computed on the basis of the adjusted profits
and losses of the respective years drawn after considering the impact of accounting policy changes and material
adjustments/prior period items pertaining to the earlier years.
b. The denominator considered for the purpose of calculating Earnings per Share is the average number of Equity
Shares outstanding during the year.
c. Net Asset Value Per Share represents Shareholder’s Equity as per restated financial statements less miscellaneous
expenditure as divided by number of shares outstanding at the end of the period
6. Comparative Figures (for the year ended 31st March, 2009)
Comparison with Financial ratios of the Peer Group
Peer Companies- Face Equity Book RONW Sales EPS P/E
refractories/ Value Capital Value in % (Rs. Cr) (Rs)
intermediates (Rs.) (Rs. Cr) (Rs.)
IFGL Refract. 10 34.61 24.90 - 166.79 3.70 8.60
Vesuvius India 10 20.30 91.00 - 341.48 14.50 10.70
SNCCIL 10 0.80 395.02 19.73 74.52 77.93 0.13
Source: Capital Market - June 15-28, 2009, Vol XXIV/08; refractories/intermediates
7. The face value of 6% NCDs with Detachable Warrants of SNCCIL is Rs 10/- per 6% NCD and the issue price is 1
times of the face value.
The Issue Price of Rs. 10 has been determined by the Company in consultation with the Lead Manager, on the basis
of assessment of market demand for the securities of the Company and the same is justified on the basis of the above
factors. The Lead Manager believes that the Issue Price of Rs. 10 is justified in view of the above qualitative and
quantitative parameters.
For details of the warrant exercise price, investors are requested to refer to page no 180 of this Letter of Offer.
The investors may want to peruse the risk factors and the financials of the Company including important profitability
and return ratios, as set out in the Auditors’ Report on page no. 61 of this Letter of Offer to have a more informed
view of the investment proposition.
27
Shri Nataraj Ceramic And Chemical Industries Limited
STATEMENT OF TAX BENEFITS
TAX BENEFITS TO THE COMPANY AND ITS SHAREHOLDERS
The Board of Directors
Shri Nataraj Ceramic and
Chemical Industries Ltd.
Dalmiapuram - 621 651
Dist. Tiruchirapalli
TAMIL NADU
Dear Sirs,
We, the auditors of Shri Nataraj Ceramic and Chemical Industries Ltd. hereby confirm that the attached Annexure
states the possible tax benefits available to the Company and its shareholders under the Income Tax Act, 1961,
subject to the fact that several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant tax laws. Hence the ability of the Company or its shareholders to derive the
tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company may
or may not choose to fulfill. The benefits discussed in the Annexure are not exhaustive.
This statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for the professional tax advice. In view of the individual nature of the tax consequences and
the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific
tax implications arising out of their participation in the issue.
We do not express any opinion or provide any assurance as to whether:
The Company or its shareholders will continue to obtain these benefits in future; or
The conditions prescribed for availing of these benefits have been / would be met with.
The contents of this Annexure are based on the information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company and interpretations of the
current tax laws.
For and on behalf of
S.S. Kothari Mehta & Co.
Chartered Accountants
Place: New Delhi (Arun K. Tulsian)
Date: June 27, 2009 Partner
Membership No. 89907
28
Shri Nataraj Ceramic And Chemical Industries Limited
SPECIAL TAX BENEFITS ARISING OUT OF THE PRESENT ISSUE
NIL
OTHER GENERAL TAX BENEFITS TO THE COMPANY AND ITS SHAREHOLDERS
To the Company
Under the Income Tax Act, 1961
The Company will be entitled to deduction under the sections mentioned hereunder from its total income chargeable to
Income Tax.
1. By virtue of Section 10(34) and 10(35) of the IT Act, dividend income from domestic company and units of specified
mutual fund are exempt from tax in the hands of the Company.
2. Subject to fulfillment of conditions, the Company will be eligible, inter alia, for the following specified deductions in
computing its business income:-
a) Section 35(1)(i) and (iv) of the IT Act, in respect of revenue or capital expenditure incurred, other than
expenditure on the acquisition of any land, on scientific research related to the business of the Company.
b) Subject to compliance with certain conditions laid down in Section 32 to the IT Act, the company will be
entitled to get following additional deduction of depreciation in addition to the normal depreciation:
(i) In respect of intangible assets in the nature of know-how, patents, copyrights, trademarks, licenses,
franchises or any other business or commercial rights of similar nature acquired on or after 1st day of
April, 1998 at the rates prescribed under the Income Tax Rules;
(ii) In respect of new machinery or plant which has been acquired and installed after 31st March 2005 for
manufacturing facilities, a further sum of 20% of the actual cost of such machinery or plant as additional
depreciation in the year in which the new plant and machinery is first put to use.
3. As per the provisions of Section 35DDA of the IT Act, any expenditure incurred in any previous year by way of
payment of any sum to an employee in connection with his voluntary retirement, in accordance with any scheme or
schemes of voluntary retirement, 1/5th of the amount so paid shall be deducted in computing the profits and gains of
the business for that previous year, and the balance shall be deducted in equal instalments for each of the four
immediately succeeding previous year.
4. As per section 80IA and 80IB, the Company is eligible for deduction of an amount equal to specified per cent of the
profits and gains derived by specified industrial undertakings for such number of assessment years as may be specified
subject to the conditions specified in that section.
5. Business losses if any, for any Assessment Year (AY) can be carried forward and set off against business profits for
eight subsequent AYs.
6. As per section 115JAA(1A), the company is eligible to claim credit for Minimum Alternate Tax (“MAT”) paid for
any AY commencing on or after April 1, 2006 against normal income tax payable in subsequent AYs. MAT credit
shall be allowed for any A.Y. to the extent of difference between the tax computed as per the normal provisions of the
Act for that A.Y. and the MAT which would be payable for that A.Y. Such MAT credit will be available for set-off up
to seven years succeeding the A.Y. in which the MAT credit initially arose.
To the Members of the Company
Under the Income Tax Act, 1961
A. Resident Shareholders
1. Under Section 10(32) of the IT Act, any income of minor children clubbed in the total income of the parent
under section 64(1A) of the IT Act, will be exempt from tax to the extent of Rs. 1500 per minor child whose
income is so included.
2. Under Section 10(34) of the IT Act, income by way of dividend referred to in Section 115-O received on the
shares of the Company is exempt from income-tax in the hands of shareholders. However it is pertinent to note
that section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income.
29
Shri Nataraj Ceramic And Chemical Industries Limited
3. The characterization of the gains/ losses, arising from the sale of the shares, as capital gains or business income
would depend on the nature of holding in the hands of the member and various other factors.
4. a) The long-term capital gains accruing to the members of the Company on sale of the Company’s share in
a transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable
to Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38).
b) The short term Capital Gains accruing to the members of the Company on sale of the Company’s share in
a transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable
to Securities Transaction Tax, tax will be chargeable @15% [plus applicable surcharge and education
cess] as per provisions of section 111A. In other case, i.e. where the transaction is not subjected to STT,
the short term capital gains would be chargeable as a part of the total income and the tax rates would
depend on the income slab. Further, no deduction under Chapter VI-A would be allowed in computing
such short term capital gains subjected to tax under section 111A.
c) As per the provisions of Section 112 of the Act, long term gains accruing to the members of the Company
on securities being listed in recognized stock exchanges, otherwise than as mentioned in point 4(a) above,
shall be charged to tax @ 10% [plus applicable surcharge and education cess] after deducting from the
sale proceeds the cost of acquisition without indexation. However, the members claiming the benefit of
indexation would be subjected to tax @20% plus applicable surcharge and education cess on the long
term gains. Further, no deduction under Chapter VI-A would be allowed in computing such long term
capital gains subjected to tax under section 112.
d) The members are entitled to claim exemption in respect of tax on long term capital gains [other than those
exempt under section 10(38) of the Income Tax Act] under section 54EC of the IT Act, if the amount of
capital gains is invested in certain specified bonds/ securities subject to the fulfillment of the conditions
specified therein. The maximum investment permissible for the purpose of claiming the exemption in the
above bonds by any person in a financial year is Rs. 5 million.
However, if the Member transfers or converts the notified bonds into money within a period of three
years from the date of their acquisition, the amount of capital gains exempted earlier would become
chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise
converted into money.
e) Individuals or HUF members can avail exemption under section 54F by utilization of the sales consideration
arising from the sale of the Company’s share held for a period more than 12 months [which is not exempt
under section 10(38)], for purchase/construction of a residential house within the specified time period
and subject to the fulfillment of the conditions specified therein.
5. As per the provisions of section 10(23D) of the Act, all mutual funds set up by the public sector banks, private
financial institutions or mutual funds registered under the Securities Exchange Board of India (SEBI) or
authorized by the Reserve Bank of India are eligible for exemption from income-tax, subject to the conditions
specified therein, on their entire income including income from investment in shares of the Company.
B. Non-resident shareholders -other than Foreign Institutional Investors
1. Under Section 10(32) of the IT Act, any income of minor children clubbed in the total income of the parent
under Section 64(1A) of the IT Act, will be exempt from tax to the extent of Rs. 1500 per minor child whose
income is so included.
2. Under Section 10(34) of the IT Act, income by way of dividend referred to in Section 115-O received on the
shares of the Company is exempt from income-tax in the hands of shareholders. However it is pertinent to note
that Section 14A of the IT Act restricts claim for deduction of expenses incurred in relation to exempt income.
3. The characterization of the gains/ losses, arising from the sale of the shares, as capital gains or business income
would depend on the nature of holding in the hands of the member and various other factors.
4. The long-term Capital gains accruing to the members of the Company on sale of the Company’s share in a
transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable to
Securities Transaction Tax, shall be exempt from tax as per provisions of Section 10(38).
30
Shri Nataraj Ceramic And Chemical Industries Limited
5. The short term Capital Gains accruing to the members of the Company on sale of the Company’s share in a
transaction entered into in a recognized stock exchange in India, and where such transaction is chargeable to
Securities transaction Tax, tax will be chargeable @15% [plus applicable surcharge and education cess] as per
provisions of Section 111A. In other case, i.e. where the transaction is not subjected to STT, the short term
capital gains would be chargeable as a part of the total income and the tax rates would depend on the income
slab. Further, no deduction under Chapter VI-A would be allowed in computing such short term capital gains
subjected to tax under Section 111A.
6. As per the provisions of Section 112 of the Act, long term gains accruing to the members of the Company on
securities being listed in recognized stock exchanges, otherwise than as mentioned in point 4 above, shall be
charged to tax @ 10% [plus applicable surcharge and education cess] after deducting from the sale proceeds
the cost of acquisition without indexation. However, the members claiming the benefit of indexation would be
subjected to tax @20% plus applicable surcharge and education cess on the long term gains. Further, no deduction
under Chapter VI-A would be allowed in computing such long term capital gains subjected to tax under section
112.
7. The members are entitled to claim exemption in respect of tax on long term capital gains [other than those
exempt under section 10(38) of the Income Tax Act] under section 54EC of the IT Act, if the amount of capital
gains is invested in certain specified bonds/ securities subject to the fulfillment of the conditions specified
therein. The maximum investment permissible for the purpose of claiming the exemption in the above bonds
by any person in a financial year is Rs. 5 million.
However, if the Member transfers or converts the notified bonds into money within a period of three years from
the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as
long term capital gains in the year in which such bonds are transferred or otherwise converted into money.
8. Individuals or HUF members can avail exemption under section 54F by utilization of the sales consideration
arising from the sale of the company’s share held for a period more than 12 months [which is not exempt under
section 10(38)], for purchase/construction of a residential house within the specified time period and subject to
the fulfillment of the conditions specified therein.
9. Under the provisions of Section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance
Agreement (DTAA) between India and the country of residence of the non-resident are more beneficial, then
provisions of the DTAA shall be applicable.
10. Non-Resident Indians (as defined in Section 115C (e) of the IT Act) being shareholders of an Indian Company,
have the option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles
them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or
subscribed to in convertible foreign exchange fluctuation under the first proviso to section 48 of the Act.
� As per the provisions of Section 115E of the IT Act, and subject to the conditions specified therein, long
term capital gains arising on the transfer of the Company’s shares will be charged to income tax @ 10%
(plus applicable surcharge and education cess) [in case it is not covered under section 10(38)]. In computing
the above gains the benefit of indexation is not allowed, however the non-residents have been provided
with a protection against foreign exchange fluctuation under the first proviso to section 48 of the Act.
� As per provisions of Section 115F of the IT Act and subject to the fulfillment of the conditions specified
therein, long term capital gains [not covered under section 10(38)] arising on the transfer of the Company’s
shares shall be exempted from income tax entirely/ proportionately if all or a portion of the net consideration
is invested within 6 months of the date of transfer in specified asset as defined in section 115C(f) or any
savings certificates referred to in section 10(4B) of the IT Act. The amount so exempted shall, however,
be chargeable to tax as long term capital gains under the provisions of section 115F(2) if the specified
assets are transferred or converted in to money within 3 years from the date of acquisition as specified in
the said section.
� As per section 115-I of the Act, a Non-Resident Indian may elect not to be governed by the provisions of
Chapter XII-A for any assessment year under Section 139 of the Act, declaring therein that the provisions
of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that
assessment year will be computed in accordance with the other provisions of the Act.
31
Shri Nataraj Ceramic And Chemical Industries Limited
C. Foreign Institutional Investors (FIIs)
In terms of Section 10(34) of the Income Tax Act, any income by way of dividends referred to in Section 115-O
received on the Shares of the Company is exempt from tax.
i) In terms of Section 10(38) of the Income Tax Act, any long term Capital Gains arising to an investor from
transfer of long term capital asset being Equity Shares in the Company would not be liable to tax in the hands
of the investor if the following conditions are satisfied:
(a) The transaction of sale of such Equity Shares is entered into on or after October 1, 2004.
(b) The transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2) Act,
2004.
ii) In terms of Section 111A of the Act and other relevant provisions of the Income Tax Act, any short term Capital
Gains arising to a Shareholder from transfer of short term capital asset being Equity Shares in the Company
would be liable to tax in the rate of 15% (plus applicable surcharge and education cess) if the following conditions
are satisfied:
(a) The transaction of sale of such Equity Shares is entered into on or after October 1, 2004.
(b) The transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2) Act,
2004.
iii) The income by way of short-term Capital Gains or long-term Capital Gains [in cases not covered under Section
10(38) of the Income Tax Act], realized by the FIIs is taxable @ 30% and 10% respectively (plus applicable
surcharge and education cess) as per section 115AD of the Income Tax Act. However in case of such long term
Capital Gains, the tax is levied on the Capital Gains computed without considering the cost indexation and
computation of gains in foreign exchange. Further, in terms of the fifth proviso to Section 48 of the Income Tax
Act, no deduction of amount paid on account of securities transaction tax will be allowed in computing the
income chargeable to tax as Capital Gains.
iv) Under Section 54EC of the Income Tax Act and subject to the conditions and to the extent specified therein,
long term Capital Gains [in case not covered under Section 10(38) of the Income Tax Act] arising on the
transfer of Shares of the Company shall not be chargeable to Capital Gains tax if the Capital Gains are invested
within a period of six months after the date of such transfer in long term specified assets and held for a period
of at least three years.
D. Venture Capital Companies / Funds
In terms of Section 10(23FB) of the Income Tax Act, all Venture Capital Companies /Funds registered with Securities
and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on their
entire income, including income from investment in the Shares of the Company.
Under the Wealth Tax Act, 1957
i) The Shares of the Company held by the shareholders will not be treated as an asset within the meaning of section
2(ea) of the Wealth Tax Act, 1957. Hence no Wealth Tax will be payable on the market value of shares of the
Company held by the shareholders of the Company.
Note:
� This statement sets out the possible tax benefits available to the Company and to the shareholders under the current
tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders
to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the
Company may or may not choose to fulfill.
� This Statement sets out below the provisions of law in a summary manner only and is not a complete analysis or
listing of all potential tax consequences of the purchase, ownership and disposal of equity shares. This statement is
only intended to provide general information to the investors and is neither designed nor intended to be a substitute
for a professional tax advice. In view of the individual nature of tax consequences and changing tax laws, each
investor is advised to consult his or her or their own tax consultant with respect to specific tax implications arising
out of their participation in the issue;
32
Shri Nataraj Ceramic And Chemical Industries Limited
� In respect of non-residents, the tax rates and the consequent taxation, mentioned above shall be further subject to any
benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which
the non-resident has fiscal domicile; and
� The stated benefits will be available only to the sole/ first named holder in case the shares are held by joint shareholders.
33
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION IV-ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information presented in this section has been sourced from publicly available documents and information from
various sources, including material from the Government of India, Ministries of the Government of India, Websites of the
ministries, Industry related websites and Company estimates. It is understood that the above sources are believed to be
reliable, but their accuracy and reliability cannot be guaranteed. None of the information has been independently verified,
although the industry, market and government data are considered reliable.
What are refractories?
“Refractory” items according to any standard English dictionary are materials which are hard to work with, and are
especially resistant to heat and pressure. In practical terms, refractories are products used for high temperature insulation
and erosion/corrosion and are made mainly from non-metallic minerals. They are so processed that they become resistant
to the corrosive and erosive action of hot gases, liquids and solids at high temperatures, in various types of kilns and
furnaces.
Basalt is a naturally occurring siliceous refractory product. It was formed many, many years ago - and is still being formed
in lava flows from volcanic eruptions - under the natural geological forces of heat and pressure. Modern refractory production
is largely a replication of this process of forming naturally-occurring (or synthetic) non-metallic mineral oxides (and some
non-oxides like carbides or nitrides) under the bonding conditions of high heat and pressure. Of course with technological
progress, alternative bonding techniques, such as with chemicals, cements, resins, etc. have also developed.
Because refractory products are so resistant to heat, erosion and corrosion, they are typically used in any process involving
heat and corrosion such as in kilns and furnaces. According to the main chemical component, i.e. fire clay, or magnesia, or
zirconia, etc. they are commonly known as alumino-silicate or acid refractories, basic refractories, and neutral refractory
products.
In physical characteristics, refractories typically have relatively high bulk density, high softening point (or Pyrometric
Cone Equivalent), high crushing strength. They are produced as standard bricks, or as shapes (including hollow-wares) or
as granular or unshaped or monolithic products.
The principal applications of refractories are in iron and steel industries, cement, glass, non-ferrous metals, petro-chemicals
and fertiliser industry, chemicals, ceramics and even thermal power stations and incinerators.
The development and application of refractories for various industries, testing procedures of properties and so on are
covered in the English language, by a number of well-known technical journals, such as The Bulletin of the American
Ceramic Society, Taikubutsu Overseas, Interceram, Ceramic News, Refractories Applications, IRMA Journal, Transaction
of the Indian Ceramic Society, Metal News, etc.
Milestones in refractories development in India
1874 Fire clay Bricks
1941 Magnesite Bricks
1949 Coke Oven Silica Bricks
1955 Sillimanite Blocks for Glass Industries
1960 Bauxite based High Alumina Bricks for Steel & Cement Industries
1960 Mullite Bricks for Glass Industries
1969 High Grog Fire clay Bricks for Steel Ladles
1977 AZS Electrocast Blocks
1983 Magnesia Carbon Refractories
1983 Magnesia Slide Gate Plates
1984 High Alumina Slide Gate Plates
1985 Low Cement Castables/Monolithics
1985 Ceramic Fibres
1985 High Alumina Bauxite based Ladle Refractories
34
Shri Nataraj Ceramic And Chemical Industries Limited
1986 BRN 62 Blast Furnace Hearth Blocks
1986 Bubble Alumina based Insulating Blocks
1988 Dense Silica Shapes for Tall Coke Ovens
1990 Direct Bonded Mag-Chrome Bricks
1990 Unidirectional Gas Purging Elements
1990 Alumina Carbon Torpedo Ladle Bricks
1990 Slide Gate Refractories
1991 Dense Silica Shapes for Blast Furnace Stoves
1993 Alumina Carbon Continuous Casting Refractories
1993 Mullite Bricks for Blast Furnace and Stoves
1993 Dry Basic Ramming Mass for Furnaces
1993 Gunning materials for Converters
1993 Spraying Mass for Tundish
1994 Ultra Low Cement Castables/Monolithics
1994 Pitch-Bonded Tempered Dolomite Bricks
1994 Cordierite and Silicon Carbide based Kiln Furniture
1995 Spinel based Ladle Monolithic Lining
1995 Alumina Carbon Silicon Carbide Blast Furnace Trough Mass
1998 Magnesia Alumina Zirconia Bricks for Cement Rotary Kilns
1998 Alumina Zirconia Slide Gate and CC Refractories
1998 Pumpable Refractories for Petrochemical Industries
(Source: http://www.irmaindia.org/reframore.html)
Refractory is a term given to a class of materials which are produced from non-metallic minerals and possess capability to
withstand heat and pressure. These are products that confer properties like high temperature insulation, resistance to
corrosive and erosive action of hot gases, liquids and solids at high temperatures in various kilns and furnaces.
The production of refractories started in India in the form of fire clay bricks in 1874. Today, a wide variety of refractory
products are manufactured tailor made to suit the requirements of the application in various sectors which include iron and
steel, cement, glass, non-ferrous metal, petrochemical, fertilizer, thermal power plants etc. The refractories are The fortunes
of the refractory industry are linked to the growth of iron and steel sector which consumes a mammoth 75% of the
refractories produced. Sector wise consumption of the refractories in India is shown in Fig.1.
Iron & Steel
Cement
Glass
Aluminium
Others
11%
5%5%
4%
75%
35
Shri Nataraj Ceramic And Chemical Industries Limited
The specific refractory consumption is about 27 Kg/T in steel industry, 1.7 Kg/T in Cement and 55 Kg/T in glass industry.
These sectors are giving high thrust on productivity, quality, cost, energy conservation and cleaner environment which
necessitates new generation of refractories with specific requirements.
Production Scenario:
The installed capacity for refractory production in India is 16.5 lac tons and today runs at 62.37% of the total capacity. The
production was a mere 47.25% of the installed capacity in 2002-03. Refractory production in the country has been showing
a growth of 16% per annum from 2002-03 till now as is evident from Fig.2.
(Source:IRMA; All production figures are in Metric Tonne)
Among the refractories, high alumina bricks/shapes constitute 34.10%, fire clay bricks/shapes about 21.15%, basic bricks/
shapes 20.68%, others comprising of monolithics about 15.79%, special products 3.39% and silica bricks/shapes about
4.89% of the total refractory production during 2007-08 in India. A look at the individual refractory wise capacity utilization
indicate that the production of high alumina is running at 67.27%, special products at 80.43%, monolithics about 48.98%,
basic at about 52.42%, fire clay at 43.93% and silica at 50.00% of the installed capacities.
(Source:IRMA)
Category of Refractories & Application
Fire Clay Bricks/Shapes:
These are basically aluminosilicate refractories possessing alumina not exceeding 42%. Fire clay refractories earlier used
to find use in lining of blast furnaces for hearth and bosh portion due to the dense structure, reheat shrinkage, resistance to
slag and load characteristics of these bricks. How ever, today, the dense low heat duty fire clay refractories find use in top
part of the blast furnace where abrasion resistance is required and upper in wall portion where slight slagging action &
abrasion resistance are necessary, intermediate duty fire clay bricks are applied. Though these are the most economical
variety of refractories but suffer from poor slag resistance & low refractoriness characteristics. In many steel plants, these
find extensive use in lining of soaking pits & reheating furnaces, bottom pouring refractories for steel casting, safety lining
of the steel ladles and kilns in cement industry due to their good insulating, spalling resistance, dense structure preventing
erosion characteristics.
High Alumina Bricks/Shapes :
The change in the quality of the raw materials, increased productivity and higher temperature and increased campaign life
in iron/steel making arena resulted in drastic reduction in consumption of fire clay products and evolution of high alumina
refractories. 60%-72% alumina mullite bricks are used in hearth and bottom of the blast furnaces. The stoves and hot blast
Production
1200000
1400000
1000000
800000
600000
400000
0
200000
MT
2002-03 2003-04 2004-05 2005-06 2006-07 2007-08
Year
36
Shri Nataraj Ceramic And Chemical Industries Limited
system where the hot blast temperature gradually increased from 800ºC to 1250ºC, 72% alumina bricks with improved
insulation are used. In steel plants involving in production of carbon steels, 72% alumina bricks are still used for working
lining of ladles due to high refractoriness and moderate slag resistance properties. Well blocks and sleeves used in steel
ladles for fixing at gas purging cones which are subjected to localized turbulence created by flow of gases through porous
plugs requires refractory material that sustains good number of thermal cycles and increased campaign life. Here, 96%
alumina bearing material are used for
high temperature abrasion resistance, low porosity, high mechanical strength and result in uneven erosion on top surface of
the block. Even, slide gate refractories of 96% alumina are in use in steel ladles. The increasing trend for production of
cleaner steels led to use of 70% alumina refractories for bottom pouring.
Silica Bricks / Shapes :
Silica refractories possess the ability to withstand substantial load [50 lb/sq.in] to within a few degrees of its cone fusion
point of 1710ºC to 1730ºC, high resistance to attack by steel furnace fluxes comprising iron oxide,lime etc., freedom form
shrinkage at temperatures up to melting point and high thermal shock resistance in temperatures ranging from 600ºC to
1700ºC. How ever, silica refractories are highly sensitive to thermal shock below 600ºC or below 300ºC. These refractory
products find extensive use in arch roofs of the furnaces, door jambs of furnaces and in coke ovens due to their excellent
resistance to spalling.
Basic Bricks/Shapes :
The need to produce steels of high quality resulted in greater stresses on refractory as a result of aggressive slag, prolonged
turbulence by rinsing/lancing, high temperatures etc. led to adoption of basic refractories to resist slag attack while being
chemically stable. Broadly, these
refractories are classified as the dolomite variety and magnesite variety.
Dolomite is the most common basic refractory for both metallurgical and economic reasons. These are further classified as
the sintered and unburnt materials. The high silicon in hot metal led to use of dolo bricks for working lining of BOF. In
steel ladles, dolomite bricks are used but the holding time of steel in the ladle should be less and should be hot in circulation.
In contact with air, the free lime of the dolomite refractory reacts leading to crumbling of the refractory which is its major
disadvantage. Ceramic bonded sintered dolomite possess high mechanical strength and possess good resistance to hydration.
Here, addition of zirconia permits improvement in resistance to thermal shock while enrichment with magnesia lessens
sensitivity to slag attack. The high carbon dolomite products and chemically bonded products emerged in the market as an
alternative to resin bonded ones and are expected to be lower in cost with absence of fumes during heating.
Among the magnesite refractories, Magnesia-Carbon and Magnesia- Chrome bricks are highly popular. Magnesia-C bricks
find us in the hot spot area of EAF and BOF vessel lining as the refractoriness is high, highly resistance to slag and thermal
shock. In LF/VAD steel ladles, magnesia-carbon variety refractories with high oxidation resistance and high hot modulus
of rupture are applied in strike pad & slag zone areas. These refractories help in improved lining life under severe operating
conditions like high tapping temperature, longer holding times and highly basic slags. For VOD/AOD, dense magnesiachrome
co-clinker grains with low apparent porosity and high hot strength applied for full wear lining in side wall and bottom for
slags of lower basicity [as is the case for stainless steel] and provide properties such as excellent penetration of low basicity
slags, high hot modulus of rupture, excellent thermal spalling resistance and good abrasion resistance. Magnesia-chrome
steel cladded bricks are used in working lining of EAF and in certain zones magnesite bricks are applied.
Monolithics :
These refractories are well known to produce joint less structure which are stable from dimensional aspect at high
temperatures and are resistant to thermal shock and abrasion. It comprises of castables, plastic mass, ramming mix, mortars,
slingor mix and coating material.
Magnesia based gunnitting mix is used for patching of eroded areas in EAF. Mortars of magnesite and high alumina are
applied for patching of steel ladles. High alumina mortars are used for fixing ladle nozzle with well block, joint portion of
plate and nozzle, fixing well blocks to steel ladle etc. Alumino-silicate [60% Al2O3] trough and tap hole mixes are used in
blast furnaces. Even in coke ovens, there is extensive use of silica based mortars for hot patching and gunnitting. Magnetie
ramming mass is applied above the safety lining in EAF and for lining in basic induction furnaces involving in production
of special /alloy steels. In acidic induction furnaces used for melting cast iron/carbon steels, silica ramming mass is applied
as the lining material. Another important application is in the form of ceramic coating of oxygen/rinsing lances for prolonged
lancing/rinsing to meet the metallurgical requirements.
37
Shri Nataraj Ceramic And Chemical Industries Limited
Among the monolithics, castables especially of low cement variety have dominated presence in various applications. This
variety of castables possess about 5%-7.5% calcium aluminate cement requiring only around 5% casting water and are less
prone to explosion, no loss of cold crushing strength at any temperature, low moisture content enabling faster drying/pre-
heating, high degree of volume stability at high temperature providing and excellent abrasion
resistance. 90% alumina castables find use for hoods of VAD/AOD/VOD units, delta region of EAF, permanent lining of
tundish, walking beam furnace hearth, precast burner block of walking beam furnaces etc. 60%-70% alumina castables are
applied for covers of soaking pits, stand pipes, charging hole blocks and covers of coke ovens.
Special Products :
In continuous casting, Garnex boards of silica/magnesite for cold tundishes are used to facilitate sequencing of heats.
Various flow control devices such as baffles / dams / weirs made of magnesite are used in tundishes for improved quality
of the steel. For crack and corrosion resistance, submerged entry nozzles used between tundish outlet and mould are made
of alumina-carbon/ magnesia-zirconia refractory. Shrouds and monoblock stoppers made of alumina-carbon/alumina-
zirconia are used in tundishes of various bloom/slab/billet casting machines. 95%zirconia metering nozzles are used for
flow of steel into mould of billet continuous casting machines for excellent erosion resistance. Also, for eliminating non-
metallic inclusions thus improving the steel quality, ceramic filters in tundishes have evolved recently.
Prefabricated single block launders of high alumina with SiC, Cr2O3 are used in EAFS to minimize lip jam formation,
improved hot load characteristics with resistance to slag and thermal shock. Ceramic fibres due to their insulating nature
are used in reheating furnaces, blast system/stoves of blast furnace etc. High magnesia porous plugs is another area which
involves inert gas purging for homogenisation of steel with regard to temperature and composition.
Future Outlook :
Refractories cost about 8%-10% of the total cost of steel production. There is greater possibility in reducing the specific
consumption of refractories by 9 kg/T in steel industry, 0.4 kg/T in cement industry in the coming 3 to 4 years. How ever,
the refractory production is expected to increase by 16% per annum in the coming few years due to the major expansion
and green field projects coming up in the steel segment. Refractories still have many areas in various sectors to enter in and
it would be the monolithics & special products that would dominate the production in future.
(Source: http://www.steelworld.com/focus0606.pdf)
38
Shri Nataraj Ceramic And Chemical Industries Limited
BUSINESS OVERVIEW
We are a refractory manufacturing company producing High Alumina Refractory Bricks & Castables and supplying to
core industries namely cement, steel and other engineering industries. We are having three units, one at Dalmiapuram,
Tamil Nadu, another at Jam-khambalia, Dist. Jamnagar, Gujarat and one which is on lease at Wankaner Dist. Rajkot,
Gujarat.
Our production range is High Alumina Refractory Bricks and Castables. We are now having capacity of 88,000 MT p.a.
and are further expanding to 95,000 MT p.a. to meet the growing demand of expansion of core industries like cement &
steel.
We are having a Rotary Kiln in Gujarat Unit with the capacity of 24,000 MT per year for calcinations of Raw Bauxite
which is our main raw material.
Our product profile mainly includes High Alumina Bricks in the cement industry.
With capacity expansion being undertaken by Cement plants considering favourable demand supply scenario, demand for
refractories are estimated to go up.
Capacity enhancement at Dalmiapuram / Jam-Khambalia
Foreseeing this demand facilities for additional 16000 Tonne/year capacity are proposed to be created at Dalmipuram and
Jam-Khambalia respectively, by adding balancing equipments.
Installed Capacity in MT. (Bricks)
Unit Existing Addition Total
Dalmiapuram 45000 - 45000
Jam-Khambalia 36000 5000 41000
Wankaner 7000 2000 9000
Total 88000 7000 95000
Other plans for improving the operations are given below:
Operations:
* Contain raw material costs by continuously innovating better cost performance formulation.
* Develop alternate sources of bauxite to reduce dependence on Chinese Bauxite.
* Long term tie-up for transportation of bulk raw material.
* Improve productivity / production of refractory grade bauxite at own mines at Jam-Khambalia.
* Improve capacity utilization of Rotary Kiln at Jam-Khambalia.
Sales & Marketing:
* Maintain brand leadership on market share and market price in our targeted customer base in Cement sector.
* Improve service capability to provide complete Refractory Engineering solution to the customer.
* Maintain delivery schedules and cater to increased demand due to new projects in Cement Sector.
* Systematic efforts to increase exports, particularly the Cement Plants, the strength area.
* Develop networking for sales of castables.
Commercial:
* Strive for staggered delivery schedule with firm prices for bauxite, wherever feasible.
* Manufacture based on confirmed orders and keeping watch on the project schedule for delivery schedule.
* Contain customer credit to < 45 days, in each case.
* Help customers in reducing landed costs, at their works, by supplying from the advantageous location and negotiate
(DPM or KMB) better rates with the transporters, on customers’ behalf.
39
Shri Nataraj Ceramic And Chemical Industries Limited
Long Term:
* Augment refractory grade bauxite reserves, to become self sufficient in bauxite supplies by acquiring more mines
and / or tie-up with units having such mining rights.
* Develop market for value added products giving complete refractory solutions.
Our Products and Use:
We are operating in two segments one is Refractory and another one is Rotary Kiln. Under Refractory segment wemanufacture Refractories /Castables /Mortrars. These are used for inside lining of the kiln where very high temperature isrequired to be maintained. Under Rotary Kiln we Calcine the raw bauxite which is used as input material for RefractoryProducts. Some of our products of Refractory segment are as under:-
1. Dalmia Range of Medium-Duty Fireclay Bricks: Dry-press and Semi-plastic - “Dalmia MHD” quality of medium-duty fire clay bricks are manufactured from high-grade clays. They are fired in continuous kilns and have accuratesizing with sharp edges and corners. Dalmia MHD bricks maintain a stable volume at their maximum workingtemperature and are resistant to hot metal, slag and moderate temperature fluctuations. Dalmia MHD bricks areeconomical bricks for general furnace use where temperature is not high and operating conditions are moderate.
2. Dalmia High Heat Duty Bricks: “Dalmia HH” - High Heat Duty Bricks are most suitable for general furnaceconstruction because of its characteristic qualities: resistance to slag attacks; ability to withstand temperature shock;load bearing ability; low coefficient of expansion and high fusion point. Dalmia HH bricks are manufactured by bothDry-Press and Semi-Plastic method from high-grade fire clays high in refractoriness and with less impurities.
3. Dalmia HG Range of Super Duty Bricks: Dalmia HG range of Super Duty bricks are manufactured from a blendof premium quality Kerala, Karnataka kaolinite clays and best bond clays to obtain outstanding properties. DalmiaHG grade of Super Duty bricks are burnt to a very high temperature to provide improved properties and in particularresistance to carbon monoxide attack. Dalmia HG bricks have excellent refractoriness, high density, high strengthvolume stability at their maximum service temperatures, high load bearing capacity and particularly good resistanceto chemical attack, abrasion and spalling. With these combined properties, Dalmia HG bricks are used in variousfurnaces where working conditions are relatively severe.
4. High Alumina HA Refractory Bricks: We offers a complete line of high alumina bricks Dalmia HA range thatallows selection of grades having requisite chemical and physical properties to meet the severity of service. DalmiaHA bricks are made from carefully selected Saurashtra Bauxite, Kaolin Malachite,, and high grade Chamotte, bondclay and Calcined or fused alumina. Bricks having alumina contents 40 to 90% are made from dense aggregatesfortified by alumina additives, in amount to obtain the required alumina content. For bricks above 85% aluminaCalcined and fused alumina are used to develop the required alumina content. In addition to ceramic bonded burnthigh alumina bricks, we supplies a series of Phosphate bonded both chemical and burnt bricks having exceptionalmechanical strength, high abrasion and impact resistance, good load bearing and spalling resistance.
5. Lofal Range of High Purity High Alumina Bricks: We offers a complete line of high purity alumina bricks theLofal High Alumina range with alumina content ranging from 30 to 90% for use in applications where the workingconditions are severe. As a family of multi product brands all Lofal High Alumina brick exhibit a slight expansion,similar to Dalmia HA brand high alumina bricks during use that tend to tighten the structure - a desirable requirementin majority of installations. In addition to high refractoriness LOFAL High Alumina bricks possess excellent spallingresistance, high load bearing capacity, dense structure giving extremely high mechanical strength and low porosity tocombat the slag and metal attack and high temperature properties to withstand high service temperature.
6. Dalmia Sillimanite Refractories: Dalmia SL the sillimanite range of bricks are produced from calcined kyaniteand beach sand sillimanite. All the sillimanite grades are fired to high temperatures to maximize mullite conversion.Dalmia SL bricks are manufactured by dry press and pneumatic ramming with alumina contents ranging from 50%to 62% which resist the attack of molten glass admirably and give extended life when used in glass tank melters,bottom and side wall blocks, checker packing, bridge walls, refiners, fore-hearths, etc. Large size blocks are also
available for glass tanks use.
The information regarding the percentage contribution of each activity in total profitability is as follows:-
Segment Percentage contribution
Refractory 83%
Rotary Kiln 17%
40
Shri Nataraj Ceramic And Chemical Industries Limited
INFRASTRUCTURE FACILITIES
Raw materials
The Company is meeting its requirement of raw materials from imports, its own mines and from local suppliers.
Electricity
The Company is meeting its electricity requirement at all the plants from the respective State Electricity Boards and is also
keeping diesel generator sets of adequate capacity as bank up in case of disruption / load shedding of power.
Water
The Company is meeting its requirement of water from its own sources i.e. pumping set and bore well etc.
JOB WORKING AGREEMENT WITH DALMIA CEMENT (BHARAT) LTD.
Our Company has entered into a job work agreement with Dalmia Cement (Bharat) Ltd. having its registered office at
Dalmiapuaram Dist. Tiruchirapalli, Tamilnadu on 27th day of November 1997. The same has been extended from time to
time and is scheduled to expire on 31st day of March 2010. Company. The agreement has been successfully going on for
the last ten years as per the terms and conditions agreed to.
Subject of agreement
Shri Nataraj Ceramic and Chemical Industries Limited has a manufacturing plant at Dalmiapuram for manufacturing
Refractory products with an annual installed capacity of 33,000 MT’s and at Jam-Khambalia Dist. Jamnagar, Gujarat with
an annual installed capacity of 28,000 MT’s.
Dalmia Cement (Bharat) Ltd. is engaged in the business of manufacture and sale of Refractory products. Both the Companies
have decided to continue the present arrangement of getting Refractory products manufactured at Dalmiapuram.
Dalmia Cement (Bharat) Ltd. shall supply the basic raw material and other fuel material which may be required by Shri
Nataraj Ceramic and Chemical Industries Limited for the manufacture of refractory products.
Dalmia Cement (Bharat) Ltd. shall pay to Shri Nataraj Ceramic and Chemical Industries Limited an amount for job charge
as agreed between them. Such bill shall be raised by Shri Nataraj Ceramic and Chemical Industries Limited on monthly
basis and shall be paid by Dalmia Cement (Bharat) Ltd. within a period of seven days from the receipt of the bill.
There is an assurance from Dalmia Cement (Bharat) Ltd. regarding job work for every month. In the event that Dalmia
Cement (Bharat) Ltd. fails to do so, it shall pay to Shri Nataraj Ceramic and Chemical Industries Limited a minimum job
work charge of Rs. 45.75 lacs per month unless agreed otherwise.
INSURANCE
The Company has insurance policies that cover its assets and operations, including third party liabilities. The assets covered
by these policies are insured against losses from general liability such as burglary, standard fire and special perils policy,
machinery break down insurance, money, electronic equipment, earthquakes, terrorism and other risks to our premises and
equipment.
The Company believes that its insurance coverage is adequate as per present requirement of the Company.
Details of the said policies are as provided hereunder:
(a) The Company has taken a Standard Fire and Special Perils Policy No. 311201/11/09/11/00000136 from “The New
India Assurance Company Limited” with respect to Company’s Buildings and Plant & Machinery for its factory
situated at Jam-Khambalia, Gujarat. The said policy is valid from 18.06.2009 to 17.06.2010 and the Company has
paid a premium of Rs. 1,05,270/- including the service tax, for an insured sum of Rs. 11,93,50,000/-.
(b) The Company has taken a Standard Fire and Special Perils Policy No. 311201/11/08/11/00000371 from “The New
India Assurance Company Limited” with respect to Company’s Building Units and Plant & Machinery at its Jam-
Khambalia Refractory Unit. The said policy is valid from 01.11.2008 to 31.10.2009 and the Company has paid a
premium of Rs. 1,91,619/- including the service tax, for an insured sum of Rs. 17,95,16,000/-.
(c) The Company has taken a Standard Fire and Special Perils Policy No. 311201/11/08/11/00000372 from “The New
India Assurance Company Limited” with respect to Company’s stock, consumable raw materials and finished goods
at its Jam-Khambalia Refractory Unit. The said policy is valid from 01.11.2008 to 31.10.2009 and the Company has
paid a premium of Rs. 1,54,349/- including the service tax, for an insured sum of Rs. 14,46,00,000/-.
41
Shri Nataraj Ceramic And Chemical Industries Limited
(d) The Company has taken a Standard Fire and Special Perils Policy No. 311201/11/08/11/00000373 from “The New
India Assurance Company Limited” with respect to Company’s Building used as staff quarters at Jam-Khambalia
Refractory Unit. The said policy is valid from 01.11.2008 to 31.10.2009 and the Company has paid a premium of Rs.
811/- including the service tax, for an insured sum of Rs. 19,00,000/-.
(e) The Company has taken a Money Insurance Policy No. 311201/48/08/07/00000179 from “The New India Assurance
Company Limited” with respect to Loss of Govt. Currency whilst in transit occasioned by Robbery/Theft or any
other cause whatsoever, from Company’s Bauxite Mine situated at 55 Km. to its work site at Jam-Khambalia, Dist
Jamnagar. The said policy is valid from 25.01.2009 to 24.01.2010 and the Company has paid a premium of Rs.
1,573/- including of service tax, for an insured sum of Rs. 50,00,000/-
(f) The Company has taken a Money Insurance Policy No. 4006/0005691 from “ICICI Lombard General Insurance”
with respect to Money-in-transit whilst in direct transit from Axis Bank Limited, Statesman House, 148, Barakhamba
Road, New Delhi & United Bank of India, P-90/8, J.C. Das Building, Connaught Circus, New Delhi-110001 within
a radius of 10 km. The said policy is valid from 01.04.2009 to 31.03.2010 and the Company has paid a premium of
Rs. 505/- including of service tax for an insured sum of Rs. 15,75,000/-.
(g) The Company has taken a Fidelity policy vide Cover Note No.AA1811108/08 from “ICICI Lombard General
Insurance” with respect to its three employees viz. Shri Vinay Agarwal, Shri R.S. Singh and Shri Umesh Pandey. The
said policy is valid from 01.04.2009 to 31.03.2010 and the Company has paid a premium of Rs. 662/- including of
service tax for an aggregate limit of guarantee of Rs. 1,50,000/-
(h) The Company has taken a Standard Fire and Special Perils Policy No. 1001/56644245/00/000 from “ICICI Lombard
General Insurance” with respect to Company’s stock at its Dalmiapuram Unit. The said policy is valid from 01.04.2009
to 31.03.2010 and the Company has paid a premium of Rs. 5515/- including the service tax, for an insured sum of Rs.
50,00,000/-.
(i) The Company has taken a Standard Fire and Special Perils Policy No. 1001/56644245/00/000 from “ICICI Lombard
General Insurance” with respect to Company’s Building used as staff quarters at its Dalmiapuram Unit. The said
policy is valid from 01.04.2009 to 31.03.2010 and the Company has paid a premium of Rs. 728/- including the
service tax, for an insured sum of Rs. 22,00,000/-.
(j) The Company has taken a Standard Fire and Special Perils Policy No. 1001/56644245/00/000 from “ICICI Lombard
General Insurance” with respect to Company’s Building and Plant & Machinery with accessories at its Dalmiapuram
Unit. The said policy is valid from 01.04.2009 to 31.03.2010 and the Company has paid a premium of Rs. 1,58,358/
- including the service tax, for an insured sum of Rs. 20,51,00,000/-.
(k) The Company has taken a Standard Fire and Special Perils Policy No. 1001/56644245/00/000 from “ICICI Lombard
General Insurance” with respect to Company’s Building at its Dalmiapuram Unit. The said policy is valid from
01.04.2009 to 31.03.2010 and the Company has paid a premium of Rs. 2,548/- including the service tax, for an
insured sum of Rs. 33,00,000/-.
(l) The Company has taken a Group Personal Accident Policy vide Cover Note No.AA1811108/08 from “ICICI Lombard
General Insurance” with respect to Company’s employees at New Delhi office and also at its two units at Jam-
Khambalia and Dalmiapuram respectively. The said policy is valid from 01.04.2009 to 31.03.2010 and the Company
has paid a premium of Rs. 55,270/- including the service tax, for an insured sum of Rs. 4,87,33,000/-.
(m) The Company has taken a Money Insurance Policy No. 311201/48/09/07/00000003 from “The New India Assurance
Company Limited” with respect to
(i) money for the payment of wages, salaries and other earning or for petty cash in direct transit from bank by the
insured or the authorized employee/s of the Company until delivered at the premises or other place of
disbursement.
(ii) money other than above in the personal custody of the Company or its authorized employee/s whilst in the
direct transit between the premises and bank or post office and vice versa.
(iii) money other than above collected by and in the personal custody of the Company or its authorized employee/
s whilst in transit to the premises of the bank within a period not exceeding 48 hours from the time of collection
and vice versa.
42
Shri Nataraj Ceramic And Chemical Industries Limited
(iv) cash other than described above whilst on the premises during business hours or whilst secured in locked safe
or locked strong room on the Company’s premises out of business hours against the risk of burglary, house
breaking and hold-up.
The said policy is valid from 02.04.2009 to 01.04.2010 and the Company has paid a premium of Rs. 11,582/-
including of service tax for an insured sum of Rs. 3,15,00,000/-
(n) The company has taken a fidelity guarantee Insurance Policy No.311201/46/09/12/0000000/2 dated 04.04.09 from
“The New India assurance company Limited’ with respect to its three Khambalia employees viz., Shri Pravin Chandra,
Shri G. Raithatha, Shri T. Karthikeyan and Shri Amit Shanti Lal Manasata. The said policy is valid from 04.04.2009
to 03.04.2010 and the Company has paid a premium of Rs.7,942/- including of service tax for an aggregate limit of
guarantee of Rs.18,00,000/-.
(o) The Company has taken a Standard fire and Special Perils Policy No.311201/11/08/11/00000404 from “The New
India Insurance Company Limited” with respect to company’s Building, Furniture, Temporary Structure and Computers
at its New Delhi Office. The said policy is valid from 30.01.2009 to 29.01.2010 and the company has paid premium
of Rs.5,955/- including service tax for an insured sum of Rs.1,00,00,000/-.
(p) The Company has taken open inland transit policy from ICICI Lombard with respect to loss in transit from any place
in India to anywhere in India, of its machineries and spares parts and all kind of stores required for the production of
Refractory. Material cover calcined bauxite, Micro Silica, Silicon Carbide and other refractory material including
machinery part and stores parts. The said policy is valid from 01.05.2009 to 30.04.2010 and the company has paid a
premium of Rs.9,928/- including of service tax for an insured sum of Rs.1,00,00,000/-
(q) The Company has taken open import policy vide cove note no. AA1811453/08 dated 8th April 2009 from ICICI
Lombard with respect to loss in transit from any where in world to anywhere in India, Material cover calcined
bauxite, Micro Silica, Silicon Carbide and other refractory material. The said policy is valid from 10.04.2009 to
09.04.2010 and the company has paid a premium of Rs.60,179/- including of service tax for an insured sum of
Rs.3,80,00,000/-
PROPERTY
Immovable Properties Owned by the Company
S.
No.Particulars of Property Vendor Vendee Consideration
1 1940 Sq. Ft. of built up area in
Scindia House, Connaught Place
New Delhi with all existing
facilities on the first floor.
M/s Atmaram Properties Pvt.
Ltd. having its registered
office at Atma Ram House,
C-37 Connaught Place New
Delhi.
M/s Shri Nataraj Ceramic and
Chemical Industries Ltd. having
its registered office at
Dalmiapuram, P.O. Kallakudi ,
Dist.- Tiruchirapalli (Tamilnadu)
and Head Office at 4, Scindia
House, New Delhi
Sale Deed was executed on 12/
06/1986 for Rs. 3,19,765 (Three
lacs Ninteen Thousand Seven
Hundred and Sixty Five Only)
2 (a) 3.12 Acres of land situated
at Village Kallakudi, Dist.
Tiruchirapalli in Tamilnadu
together with all buildings,
structures, factories and sheds.
(b) 3.42 acres of land situated
and lying at village
Palanaganutham Taluk-Arialur
with all buildings and structures
, factories and sheds.
(c) 8.91 acres of land situated at
village Kallakudi and
Pallangnatham, Taluk -Lalgudi
and ariyalur in Tiruchirapalli
Dist. (Tamilnadu)
Dalmia Cement (Bharat)
Limited a Company
registered under the Indian
Companies Act 1913 and
having its registered office at
Dalmiapuram Tiruchirapalli
Dist. In Tamilnadu.
Dalmia Ceramic Industries Ltd.
(presently known as Shri Nataraj
Ceramic and Chemical Industries
Ltd.) a Company registered under
the Indian Companies Act 1956
having its registered office at
Dalmiapuram, P.O. Kallakudi ,
Dist.- Tiruchirapalli (Tamilnadu)
and Head Office at 4, Scindia
House, New Delhi
Sale Deed was executed on 6th
June 1974 for consideration of
Rs. 20,34,049 (Rupees Twenty
Lacs Thirty Four Thousand and
Forty Nine Only)
43
Shri Nataraj Ceramic And Chemical Industries Limited
Immovable Properties Taken On Lease
1 Lease Deed: Executed between Govt. of Tamilnadu as a lessor and Dalmia Ceramic Industries Ltd.
(presently known as Shri Nataraj Ceramic and Chemical Industries Ltd.) a Company registered
under the Indian Companies Act 1956 having its registered office at Dalmiapuram, P.O.
Kallakudi , Dist.- Tiruchirapalli (Tamilnadu) and Head Office at 4, Scindia House, New
Delhi as Lessee in respect of all tract of 0.679 Hectares of land situated at Panikkuppar
village in Cuddalore Taluk in the registration district of South Aracote.
Period: From 13th February 1977, for a period of Twenty years and applied for renewal on 07/07/
1993.
Stamp Stamped for Rs. One Hundred and Eighty Eight only. COMMENT ON THE STAMP DUTY-
IT BEING EXECUTED BY GOVT.
Yearly Rent: Lease Rent or Royalty paid by the lessee whichever is greater.Lease Rent with respect to
fireclay is Rs. 13.75 per hectare per annum. Amount of Royalty is prescribed by the State
Govt. from time to time in respect of any mineral removed from the leased area in the
Second Schedule to the Mines and Minerals (Regulation and Development) Act, 1957
Premium NIL
Registration: Registered
II Lease Deed: Executed between M/s AVON Refractories Pvt. Ltd. as a lessor and Shri Nataraj Ceramic
and Chemical Industries Ltd.) a company registered under the Indian Companies Act 1956
having its registered office at Dalmiapuram, P.O. Kallakudi , Dist.- Tiruchirapalli (Tamilnadu)
and Head Office at 4, Scindia House, New Delhi as in respect of manufacturing unit at 23 to
27 & 29 A, G.I.D.C., Wankaner, Gujrat
Period: From 4th August 2008, for a period of Three years ending on 31st July 2011.
Stamp Stamped for Rs. One Lac and Eighty Two Thousand only.
Yearly Rent: Rs. 50.00 Lacs
Premium NIL
Registration: Registered
PURCHASE OF PROPERTY
No property is proposed to be purchased out of the proceeds of this Issue.
S.
No.Particulars of Property Vendor Vendee Consideration
3 14 Acres and 25 Gunthas of non-
agricultural land situated at Jam-
Khambalia Vill-Ambavadi, Dist-
Jamnagar (Gujarat)
Damjibhai Hirabhai aged 35
years, Business and
Agriculturist, residing at
Navivadi (Jam-Khambalia)
Dalmia Ceramic Industries Ltd.
(presently known as Shri Nataraj
Ceramic and Chemical Industries
Ltd.) a Company registered under
the Indian Companies Act 1956
having its registered office at
Dalmiapuram, P.O. Kallakudi ,
Dist.- Tiruchirapalli (Tamilnadu)
and Head Office at 4, Scindia
House, New Delhi
Sale Deed was executed on 15/
12/1981 for consideration of Rs.
1,55,380 (Rupees One Lac Fifty
Five Thousand Three Hundred
and Eighty only)
44
Shri Nataraj Ceramic And Chemical Industries Limited
KEY INDUSTRY REGULATIONS
THE FACTORIES ACT, 1948
The Factories Act has been enacted to consolidate and amend the law regulating labour in Factories. The Act aims at
protecting human beings from being subjected to unduly hours of bodily strain or manual labour. The act provides that
employees should work in healthy and sanitary condition so far as the manufacturing process will allow and that precautions
should be taken for their safety and the preventions of accidents.
THE CONTRACT LABOUR (REGULATION AND ABOLITION) ACT, 1970
The act applies to every establishment in which 20 or more workmen are employed or were employed on any day of the
preceding 12 months as contract labour. The act is, however, not applicable to establishments which carry on work of a
casual nature occasionally.
THE ENVIRONMENT (PROTECTION) ACT, 1986
The Act provides for protection and improvement of environment and for matters connected therewith. The Act came into
being subsequent to the United Nations Conference on the Human Environment held at Stockholm in June 1972, in which
India participated. The Act aims at prevention of hazards to human beings, other living creatures, plants and property. As
per the act environment includes water, air and land and the inter-relationship which exists among and between water, air
and land, and human beings, other living creatures, plants, micro-organism and property whereas environmental pollutant
means any solid, liquid or gaseous substance present in such concentration as may be or tend to be injurious to environment.
Under the Act the Central Government shall have the power to take all measures as it deems necessary or expedient for the
purpose of protecting and improving the quality of the environment and preventing, controlling and abating environmental
pollution.
THE CENTRAL EXCISE ACT, 1944
The Central Excise Act consolidates and amends the law relating to Central Duties of Excise on goods manufactured or
produced in India. Excisable goods under the Act means goods specified in the Schedule to the Central Excise Tariff Act,
1985 as being subject to duty of excise. Factory means any premises, including the precincts thereof, wherein or in any part
of which excisable goods are manufactured, or wherein or in any part of which any manufacturing process connected with
the production of these goods being carried on or is ordinarily carried out. Under the Act a duty of excise is levied on all
excisable goods, which are produced or manufactured in India as, and at the rates, set forth in the First Schedule to the
Central Excise Tariff Act, 1985.
THE EMPLOYEES PROVIDENT FUND AND MISCELLANEOUS PROVISIONS ACT, 1952
The Act provides for the institution of Provident Funds, Pension Fund and Deposit-Linked insurance fund for employees
in Factories and other Establishments. The act applies to (a) every establishment which is a factory engaged in any industry
specified in Schedule of the Act and in which 20 or more persons are employed and (b) any other establishment which the
Central Government by Notification specify giving not less than two months’ notice of its intention to do so in the Official
Gazette.
THE EMPLOYEES STATE INSURANCE ACT, 1948
The object of the Employees State Insurance Act 1948 is to provide for certain benefits to employees in case of sickness,
maternity and employment injury and to make provisions for certain other matters in relation thereto. Whenever any
insured person falls ill, he/she not only get free medical aid but also receive sickness benefits. The woman employees also
need no longer fear that they would be dismissed or removed from service in case they expect babies. Such female
employees not only retain their jobs but they get maternity benefits for a period of twelve week before and after confinement.
In case any insured person is injured in the course of his work and permanently or temporarily disabled, he will get what
is called disablement benefit in the form of cash in installments. Even the dependents of an insured person are entitled to
benefits in case of death of insured person. To qualify for all these benefits, the insurable employee has to pay very small
amount @ 1.75% of the wages as his share of his contribution. Every factory or establishment to which this act applies is
required to be registered alongwith the employees. For carrying into effect the provisions of the Act, the Central Government
has also made the Employees State Insurance (General) Regulations, 1950 and they extend to the whole of the Union
Territory of India. The employee’s contribution will be 4.75% of the wages. The act and the Regulations made thereunder
cast certain obligations on every employer to which they apply. Failure to fulfill those obligations exposes an employer to
prosecution.
45
Shri Nataraj Ceramic And Chemical Industries Limited
THE PAYMENT OF GRATUITY ACT, 1972
The Payment of gratuity Act, 1972 was enacted to introduce a scheme for payment of gratuity for certain employees
employed in Industrial and commercial establishment as a measure of social security. By the amendment of 1984 by act 26
of 1984 sub section (3A) was inserted in section 1 to the Payment of Gratuity Act 1972 to ensure that once the act has
became applicable to such shop or establishment it shall continue to be so notwithstanding the fact that the number of
persons employed therein at any time after it has become so applicable falls below ten. To ensure that an unscrupulous
employer may not fabricate the records to avoid application of the Act or reduce the number of employees just to avoid
payment of gratuity, various provisions, as to notice of opening, notice of change or closure of the shop or establishment,
and appointment of inspectors have been made under the Act. Any violation thereof have been made offences punishable
with imprisonment or fine or with both.
THE MATERNITY BENEFITS ACT
The Act regulates the employment of women in certain establishments for certain period before and after childbirth and to
provide for medical benefit and certain other benefits. The Maternity Benefits Act applies, in the first instance - (a) to every
establishment being a factory, mine or plantation including any such establishment belonging to government and to every
establishment wherein persons are employed for the exhibition of equestrian acrobatic and other performances (b) to every
shop or establishment within the meaning of any law for the time being in force in relation to shops and establishment in
a State, in which ten or more persons are employed, or were employed on any day of the preceding twelve months.
46
Shri Nataraj Ceramic And Chemical Industries Limited
HISTORY AND CERTAIN CORPORATE MATTERS
Incorporation and Initial Progress
Shri Nataraj Ceramic and Chemical Industries Limited was originally incorporated as Dalmia Ceramic Industries Limited
on June 21, 1973, under the Companies Act, 1956, with the Registrar of Companies, Tamil Nadu, vide Certificate of
Incorporation No. 18-06372. Mr. M. Satyanarayana, Mr. N. Ramaswamy Ayyar, Mr. Y.H. Dalmia, Mr. P.V. Krishnan, Mr.
B.V. Raju, Mr. K.R. Nagarajan and Mr. K.Sitaraman were the subscribers to the Memorandum and Articles of Association.
The name of the Company was changed to Shri Nataraj Ceramic and Chemical Industries Limited, and a fresh Certificate
of Incorporation issued on November 01, 1983 by the Registrar of Companies, Tamil Nadu at Chennai (then Madras). The
Company has its registered office at Dalmiapuram, P.O. Kallakudi-621651, Dist. Tiruchirapalli, Tamil Nadu.
The Company’s manufacturing facility for refractory bricks is located at Dalmiapuram, P.O. Kallakudi-621651, Dist.
Tiruchirapalli, Tamil Nadu and at Jam Nagar, Dwarka Road, Jam-Khambalia, Gujarat, 361305.
Major Events in the history of the Company are as follows:
Year
Major Events and Mile Stones
1973-74 Incorporation of the Company in the name of Dalmia Ceramic Industries Limited, with the Registrar
of Companies, Tamilnadu, taking over the business of manufacture of Refractory, Stoneware Pipe,
and Re- inforced Cement Concrete Pipes from Dalmia Cement (Bharat) Limited with effect from 1st
October 1973.
1974-75 During the year, the Company has promoted an investment company under the name of Shri Nataraj
Investment Company Limited, having its registered office at Dalmiapuram, Tiruchirapalli District-
Tamil Nadu on 15.05.1975.
The project for mining of Red Oxide at a factory as a small-scale industry was taken up during the
year.
1975-76 The production of Red oxide started in the first week of September 1975 at Hospet Works.
1977-78 The paid up capital was doubled to Rs. 25, 00,000 by allotment of 1,25,000 equity shares of Rs. 10
each on 13.05.1978, as fully paid up Bonus Shares in the ratio of 1:1 by capitalization of General
Reserves.
1978-79 Major repairs have been carried out at Hospet Works by closing down the unit for 5 months.
1979-80 During the year Shri Chamundeswari Minerals Limited has been incorporated. The capacity of
refractory production was increased to 29000 MT
1982-83 The Company diversified into chemical and started manufacturing Potassium Chlorate through its
plant near Thanjavur.
Increase in the Authorised capital of the Company form Rs. 50 lacs to Rs. 1.5 crores.
1983-84 Change of name of the Company to Shri Nataraj Ceramic and Chemical Industries Limited.
Commissioning of plant at Jam-Khambalia in Gujarat in Oct 1983. Total capacity production of
refractory increased to 39000 MT.
The paid up capital was doubled to Rs. 50,00,000 by allotment of 2,50,000 equity shares of Rs. 10
each on 04.05.1983, as fully paid up Bonus Shares in the ratio of 1:1 by capitalization of General
Reserves.
1984-85 Public issue of 300000 equity shares of the Company. The low demand of Red oxide made it
unprofitable and red oxide at Hospet was closed.
1993-94 Increase in the Authorised capital of the Company form Rs. 1.5 crores to Rs. 3.00 crores. Refractory
capacity increased to 48000 MT.
1994-95 Capacity of refractory production increased to 61000 MT and Chemical plant at Punakulam disposed
off as it had become unprofitable due to stiff competition from unorganized sector.
1997-98 Shri Nataraj Investment Company Limited subsidiary of Shri Nataraj Ceramic & Chemical Industries
Limited promoted Himshikhar Investments Limited.
47
Shri Nataraj Ceramic And Chemical Industries Limited
1998-99 Entering in to Job working agreement with Dalmia Refractory a unit of Dalmia Cement (Bharat)
Limited for its Dalmiapuram Plant to ensure the 100% back up of one product.
2000-01 Shri Nataraj Investment Company Limited a wholly owned subsidiary of Shri Nataraj Ceramic &
Chemical Industries Limited was amalgamated with Mayuka Investment Limited.
2007-08 The capacity of refractory production is increased to 69000 MT.
2008-09 Increase in the Authorised capital of the Company form Rs. 3 crores to Rs. 5 crores. Stoneware
department was closed and the facilities are being used for Refractories production.
Main Objects of the Company
The main objects of the Company as set forth in the Memorandum of Association of the Company is as follows:
1. To carry on the business of producers, miners, manufacturers and to treat, purchase, sell, or otherwise deal with:
(a) Bricks, Tiles, Stoneware, Pipes, Pottery, Earthenware, Sanitary-ware, china and terra-cotta, Dolomite, Sulphur,
Pyrites, Graphite, cement, Reinforced cement, concrete pipes and cement products of all kinds, Refractories
and ceramic ware of all kinds.
(b) Fire clay, China clay, Magnetite, Quartizite and products thereof and all other refractory materials and products.
2. To purchase or otherwise acquire or take on lease for exploration or deal in any land, mining undertaking, coal mines,
artificial stones, gypsum material ,sand or other material useful for building purposes.
3. To establish, run and burn brick-kilns, limestone kilns and manufacture all kinds of building material inclusive of
pre-fabricating, paving, lining and roofing material.
4. To buy, sell or otherwise deal in coal, coke and fuel in connection with or allied to the business of the Company.
5. To manufacture, deal and carry on business in all kinds of earthen-ware, pottery or articles of clay, kaolin, lime,
cement, gypsum, sand or a combination of two or more of them and products allied thereto.
The Object Clauses of the Memorandum of Association enables the Company to undertake activities for which the
funds are being raised in this issue and also the activities, which the Company has been carrying on till date.
Changes in Memorandum of Association of Shri Nataraj Ceramic and Chemical Industries Limited
Since Incorporation, the following changes have taken place in the Company’s Memorandum of Association:
Date of Amendment Amendment
01.03.1983 Change in Authorized Capital i.e. increase in Authorised Share Capital from Rs. 50 lacs to
Rs. 1.5 Crore.
01.11.1983 Change in the name of the Company to Shri Nataraj Ceramic and Chemical Industries Limited.
29.09.1993 Change in Auhthorised Capital i.e. increase in Authorised Share Capital from Rs. 1.5 Crore
to Rs. 3.00 Crore.
28.08.2008 Change in auhthorised capital i.e. increase in Authorised Share Capital from Rs. 3.00 Corre
to Rs. 5.00 Crore.
The details of the Capital raised are given in the section titled “Capital Structure” on page no. 15 of the Letter of Offer.
Subsidiaries of the Issuer Company
The Company has one subsidiary-Shri Chamundeswari Minerals Limited.
Shareholders’ Agreements
At present, there are no shareholders agreements between the Company and any other person.
Other Agreements
The Company has not entered into any agreement other than the following agreements/contracts:
Our Company has entered into a job work agreement with Dalmia Cement (Bharat) Ltd. having its registered office atDalmiapuaram Dist. Tiruchirapalli, Tamilnadu on 27th day of November 1997. The same has been extended from time totime and is scheduled to expire on 31st day of March 2010. The agreement has been successfully going on for the last tenyears as per the terms and conditions agreed to.
Strategic Partners
The Company, as on date, has no strategic partners.
Financial Partners
The Company, as on date, has no financial partners.
48
Shri Nataraj Ceramic And Chemical Industries Limited
OUR MANAGEMENT
As per the Article 99 of the Articles of Association, the Company must have a minimum of three (3) and a maximum of
twelve (12) Directors. The Company has 4 (Four) Directors as on date two of whom are independent Directors.
Board of Directors
The Board comprises of:
Name, Designation Status Director’s Address Occupation Qualifications Date of Other
Father’s Identification Appointment Directorships
Name and Number
nationality
Shri Deepak Managing Executive 02421599 C-62, Sector 14, Service Engineering November, 1,
Ambadas Thombre Director & Director Noida , Graduate 2008
S/o Shri Ambadas CEO Uttar Pradesh
Raghunath Thombre
Indian
Shri C.Nagaratnam Whole-Time Executive 00266838 B-7, Dalmia Service B.E(Mechanical) January 27 ,
S/o Shri Director Director Colony, 2009
N. Chandrasekaran Dalmiapuram PO,
Indian Lalgudi TK,
Trichy,
Tamil Nadu-621651
Shri N. Gopalaswamy Director Non- 00017659 C-1, Durga Paradise, Retired B.E (Chemical) April 30, 1999
S/o-Shri S. Nagarajan Executive & 5A, Ramcharapuram
Indian Independent Thennur- 620 017
Director Dist. Tirchy,
Tamilnadu
Shri Pradeep Dayal Director Non- 00266758 B-407, Nirman Vihar Chartered FCA January 25,
Mathur Executive New Delhi- 110092 Accountant 1999
S/o-Shri &
G. D. Mathur Independent
Indian Director
Annexure 1- Details of Other Directorships
Sl. No. Name Other Directorships/Partnerships
1. Shri Deepak Ambadas Thombre NilS/o Shri Ambadas Raghunath Thombre
2. Shri C.Nagaratnam Companies:
S/o-Shri S. Nagarajan Himshikhar Investment Limited, Director
3. Shri N. Gopalaswamy Companies:S/o-Shri S. Nagarajan 1. Poddar Pigments Limited, Director
2. Sri Kesava Mines & Minerals Limited, Director3. Sri Madhava Minerals & Properties Limited, Director4. Sri Shanmugha Mines & Minerals Limited, Director5. Sri Swaminatha Mines & Minerals Limited, Director6. Sri Subramanya Mines & Minerals Limited, Director7. Dalmia Cement (Bharat) Limited, Director8. Integrated Enterprises Limited, Director
4. Shri Pradeep Dayal Mathur Companies:S/o-Shri G. D. Mathur Prabha Ceramics Pvt. Ltd., Director
Firms:
Mathur Gupta & Associates, Partner
As
per a
nnex
ure
1
49
Shri Nataraj Ceramic And Chemical Industries Limited
The brief profile of the Directors of the Company is given below:
Shri Deepak Ambadas Thombre:
Shri Deepak Thombre, aged 55 years, was appointed as Managing Director for a period of 3 years w.e.f 1st Novem-
ber,2008. Shri Thombre is an Engineering Graduate with Master in Management Studies and has over 30 years of experi-
ence in various managerial capacities in several organizations of repute.
Shri C.Nagaratnam:
Shri C Nagaratnam aged 57 years joined the Company as Sr. General Manager in February 1999. The Board Co-opted him
as Additional Director and was appointed as Whole-time Director upto March 2010 w.e.f 27th January, 2009, subject to the
approval of shareholders. Shri C. Nagaratnam holds BE Mechanical degree and have above 30 years experience
Shri N. Gopalaswamy:
Shri. N. Gopalaswamy, aged 77 years, had been appointed as Director on 30.04.1999. He is an Independent Director
holding 18 equity shares. He has a degree of B.E.(Chemical) from Annamalai University. He has above 41 years experi-
ence in various fields. He is primarily involved in strategic decision-making.
Shri Pradeep Dayal Mathur :
Shri Pradeep Dayal Mathur, aged 52 years, a Fellow member of Institute of Chartered Accountants of India. He has been
appointed as director on 25.01.1999.He is an independent professional, holding NIL shares. He has above 21 years expe-
rience in various fields including accounts and taxation. He is primarily involved in strategic decision-making.
Details of Borrowing Powers
Vide a resolution passed through a postal ballot of the shareholders of the Company on August 28, 2008, consent of the
members of the Company was accorded to the Board of Directors of the Company pursuant to the provisions of section
293 (1)(d) of the Companies Act, 1956 and other applicable provisions, if any, to borrow, from time to time, any sum or
sums of money which together with the monies already borrowed by the Company (apart from the temporary loans
obtained from the Company’s Bankers in the ordinary course of business) may exceed the aggregate of the paid-up share
capital and free reserves (the reserves not set apart for any specific purpose) of the Company provided that the total amount
up to which the money may be borrowed by the Board of Directors and outstanding at anytime shall not exceed the sum of
Rs. 50.00 Crores (Rupees Fifty crores).
TERMS OF APPOINTMENT & COMPENSATION OF MANAGING AND WHOLE TIME DIRECTORS
The commission of profits being paid to the non-executive directors of the Company has been approved by the sharehold-
ers of the Company through a special resolution in the annual general meeting of the Company held on 29th of Septem-
ber,1993.
Date of expiration of current term of office:
a) Shri Deepak Ambadas Thombre: October 30, 2011
b) Shri C.Nagaratnam: March 31, 2010
Other terms of Appointment
a) Shri Deepak Ambadas Thombre: The services of Shri Deepak Thombre have been taken on part time basis from
Dalmia Cement (Bharat) Limited and an amount of Rs. 18 lacs per annum has been agreed to be paid to Dalmia
Cement(Bharat) Limited for availing Mr. Deepak Thombre’s services. No retirement or other benefits are to be paid
by SNCCIL to Mr. Deepak Thombre.
b) Shri C.Nagaratnam:
Subject to the ceiling limits laid down in Sections 198 and 309 and other applicable provisions of the Companies Act,
1956 read with Schedule XIII to the Act as may be for the time being in force, remuneration by way of salary, and
perquisites and performance bonus permissible to the Whole-Time Director shall be as under:
i. Salary:
Rs.1,03,200/- per month plus such annual increments as may be sanctioned by the Board each year.
50
Shri Nataraj Ceramic And Chemical Industries Limited
ii. Variable Pay/Performance Bonus
Performance Bonus of such amount for each corporate Financial Year or part thereof as may be decided by the
Board of Directors (which includes any committees thereof), subject, however that the total remuneration (i.e.
salary, perquisites and performance bonus) in any one financial year shall not exceed the limits prescribed
under sections 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to
the Act as may be for the time being in force.
iii. Perquisites:
In addition to the salary, perquisites specified hereunder shall be allowed plus such annual increments as may
be sanctioned by the Board each year.
a. Electricity, Water and Furnishing:
Expenses on electricity, water and furnishing to be reimbursed as per the entitlement under the Compa-
ny’s relevant scheme or the relevant Acts/ Rules framed there under as the case may be.
b. Medical reimbursement:
Reimbursement of medical expenses incurred in India for self and family to be valued as per the Compa-
ny’s relevant scheme.
c. Leave Travel Concession:
Leave Travel expenses for self and family, once in a year subject to a monetary limit equivalent to one
month’s salary as
d. Professional membership:
Professional membership fees to the extent of entitlement.
e. House Rent Allowance:
Rent free accommodation or house rent allowance as per the entitlement under the Company’s relevant
scheme or the relevant Acts/Rules framed there under as the case may be.
f. Magazine/secretarial/credit card allowance:
Magazine/ Secretarial/Credit card allowance as per the entitlement under the Company’s relevant scheme.
g. Insurance (Hospitalisation plus Mediclaim):
Premium to be valued as per the company’s rules and the relevant Acts/ Rules framed there under as the
case may be.
h. Provident Fund and Superannuation Fund:
Company’s contribution towards Provident Fund and Superannuation Fund as per the rules framed under
the company’s relevant Scheme or the relevant Acts/rules framed there under as the case may be.
i. Gratuity:
Gratuity according to the rules of the Company.
j. Minimum Remuneration:
In the event of absence or inadequacy of profits in any financial year, during the currency of tenure of the
agreement, the whole-time Director shall be paid salary and perquisites as specified above, so however,
that the salary and perquisites shall not exceed the ceiling, if any, prescribed under Schedule XIII of the
Companies Act, 1956.
k. Other Terms and conditions :
i. The whole-time Director shall be entitled to 30 days (thirty days) privilege/24 days (Twenty four
days) general leave on full pay and allowances. Accumulated privilege leave not availed of since
the date of his appointment as a Whole-time director will be permitted to be encashed as per the
rules of the Company.
51
Shri Nataraj Ceramic And Chemical Industries Limited
ii. The headquarters of the Whole-time Director shall be at Dalmiapuram or at such other place as may
be required, from time to time, and the Whole-time Director shall be allowed reimbursement of
traveling expenses on company’s business outside the headquarters as per the Rules of the Com-
pany as applicable.
iii. The Whole-time Director shall not, so long as he functions as such become interested or otherwise
concerned directly or through his wife, sons or unmarried daughters, in any selling agency of the
Company in future, without the prior approval of the Central Government.
iv. This agreement, may, notwithstanding the period mentioned in Clause 1 hereof, be terminated by
either party by giving to the other three month’s notice in writing.
The Non-executive Directors do not draw any remuneration from the Company other than the sitting fee and
commission @1% on profits u/s 349 of the Companies Act, 1956.
CORPORATE GOVERNANCE
The Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agree-
ment which has become applicable from FY 08-09. The Directors of the Company are independent in letter and Spirit
within the meaning of clause 49 of the Listing Agreement.
The Company stands committed to good Corporate Governance practices. The corporate governance philosophy is dedi-
cated to the attainment of the highest levels of accountability and transparency in dealings with its stakeholders. The
corporate governance policies lay emphasis on communication (both internal and external) and reporting. These vital
initiatives extend beyond mandatory corporate governance requirements and are in accordance with the Company’s aim of
establishing voluntary best practices for good corporate governance practices.
Accordingly, the Company has undertaken steps to comply with the SEBI Guidelines on Corporate Governance. Commit-
tees of the Board had been constituted in order to look into the matters in respect of audit, compensation of executive
directors, shareholding/Investors Grievance Redressal.
To comply with the guidelines in relation to Corporate Governance, the Issuer Company has appointed 3 independent
directors on its Board.
The Board of Directors, as on date, comprises a total of 4 (four) Directors.
1. AUDIT COMMITTEE
The scope and function of the Audit Committee are as per section 292A of the Companies Act, 1956 and Clause 49
of the Listing Agreement. Its main function is to provide the Board of Directors of the Company with additional
assurance as to the reliability of financial information and statutory financial statements and as to the adequacy of
internal accounting and controls systems. It acts as a link between the Management and the statutory auditors.
Composition
The Audit Committee comprises 3 Directors with the Chairman, being an independent director, with expertise in
financial and accounting areas.
S. No. Name Designation in the Committee Designation in the Company
1 N. Gopalaswamy Chairman Independent Director
2 Deepak Thombre Member Executive Director
3 P.D. Mathur Member Independent Director
The Statutory Auditors, Internal Auditor, the Finance/Accounts Head and Company Secretary of the Company are
permanent invitees.
The terms of reference of the Audit Committee, as defined by the Board of Directors in their meeting held on
30.06.2008 is to comply with the requirements of Clause 49 of the listing agreement entered into with the Stock
Exchange(s). The Audit Committee has the authority to investigate into any matter that may be prescribed and the
matters listed below and for this purpose the Audit Committee shall have full access to information contained in the
records of the Company and external professional advice, if necessary:
1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible.
52
Shri Nataraj Ceramic And Chemical Industries Limited
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Appointment, removal and terms of remuneration of internal auditors
5. Reviewing, with the management, the annual financial statements before submission to the Board for approval,
with particular reference to:
(i) Matters required to be included in the Director’s Responsibility Statement which is a part of the Board’s
report in terms of clause (2AA) of Section 217 of the Companies Act 1956;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by management;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to the financial statements;
(vi) Disclosure of any related party transactions;
(vii) Qualifications in the audit report.
6. Reviewing, with the Management, the quarterly financial statements before submission to the Board for ap-
proval.
7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems.
8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit depart-
ment, staffing and seniority of the official heading the department, reporting structure, coverage and frequency
of internal audit.
9. Discussions with internal auditors on any significant findings and follow up thereon.
10. Reviewing internal audit reports and adequacy of the internal control systems.
11. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit depart-
ment, staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit.
12. Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors.
13. Discussion with internal auditors any significant findings and follow up there on.
14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is sus-
pected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter
to the Board.
15. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, sharehold-
ers (in case of non-payment of declared dividends) and creditors.
17. To review the functioning of the whistle blower mechanism, when the same is adopted by the Company and is
existing.
18. Carrying out any other function as may be statutorily required to be carried out by the Audit Committee.
2. REMUNERATION COMMITTEE:
The Remuneration Committee has not been constituted as it is not mandatory to constitute such a committee.
3. SHAREHOLDERS GRIEVANCE COMMITTEE
This Committee is responsible for the redressal of shareholders’ grievances and for giving effect to share transfer
requests.
53
Shri Nataraj Ceramic And Chemical Industries Limited
This Committee consists of the following:
S. No. Name Designation in the Committee Designation in the Company
1 Deepak Thombre Member Executive Director
2 P. D. Mathur Member Independent Director
Terms of Reference:
1. Investor relations and redressal of shareholders’ grievances in general and relating to non -receipt of dividends,
interest, non-receipt of balance sheet etc in particular;
2. Review of the periodicity and effectiveness of the share transfer process, statutory certifications, depository related
issues and activities of the Registrar and Share Transfer Agent; and
3. Such other matters, as may, from time to time, be required by any statutory, contractual or other regulatory Authorities,
to be attended to by such Committee.
This Committee is also responsible for approval of transfer of Equity and preference shares including power to
delegate the same to Registrar and Share Transfer Agent;
There were no unresolved complaints/transfer pending.
Shareholding of the Directors
The shareholding of the Directors on the date of the filing of this Letter of Offer with the Stock Excahnges is as follows:
Sl. No. Name of the Director No. of Shares %age of the Paid-up Share Capital
1. Shri N. Gopalaswamy 18 -
2. Shri C. Nagaratnam 40 -
None of our Directors have transacted in the shares of the Company in the last six months.
For details regarding Equity Shares held by the Promoters and their families and entities controlled by them, please refer
to “Capital Structure of the Company” beginning from page no. 15 of this Letter of Offer.
Interest of the Directors
All the non-Executive Directors of SNCCIL may be deemed to be interested to the extent of fees payable to them for
attending meetings of the Board or Committee thereof as well as to the extent of other remuneration and/or reimbursement
of expenses payable to them as per the applicable laws, and the Articles of Association.
The Directors may also be regarded as interested in the Equity Shares and dividend payable thereon, if any, held by or that
may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as
Directors, Members, partners and or trustees. All Directors may be deemed to be interested in the contracts, agreements/
arrangements entered into or to be entered into by SNCCIL with any Company in which they hold Directorships or any
partnership firm in which they are partners as may be declared in their respective declarations.
(For more details, please refer “Related Party Disclosures” as mentioned in page no. 83 of the Auditors’ Report given in
this Letter of Offer. Further, the Directors are also interested to the extent of Equity Shares, if any, already held by them or
their relatives in the Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of this
Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity
Shares.
Except as stated otherwise in this Letter of Offer, the Company has not entered into any Contract, Agreements or Arrange-
ments during the preceding two years from the date of this Letter of Offer in which the directors are interested directly or
indirectly and no payments have been made to them in respect of the contracts, agreements or arrangements which are
proposed to be entered with them.
Changes in Directors in the last three years:
Name Date of Appointment Date of Cessation Reason for change/Remarks
R. L. Bhatia 25.09.1986 10.06.2007 Deceased
Deepak Ambadas Thombre 01.11.2008 - Appointed as Additional Director
Barunjee 25.01.1999 28.11.2008 Resigned
C.Nagaratnam 27.01.2009 - Appointed as Additional Director
54
Shri Nataraj Ceramic And Chemical Industries Limited
ORGANISATION CHART FOR THE CORPORATE OFFICE OF
SHRI NATARAJ CERAMIC AND CHEMICAL INDUSTRIES LIMITED
The operating units are headed by Whole Time Director supported by the functional heads. The Whole Time Director
reports to the Managing Director.
KEY MANAGERIAL PERSONNEL
The Company is managed by its Board of Directors, assisted by qualified professionals, with vast experience in the field of
production, finance, accounts, marketing and corporate laws. The following key personnel assist the Management:
Details of the key managerial personnel are as follows:
Sl. No Name of Employee Designation Age Qualification Date Experience Previous
Years of Joining Employment
1. Sh. C. N. Maheshwari Company 53 FCA, FCS, 5th May 2006 26 years Mercury Travels
Secretary and AICWA Limited
CFO
2. Sh. D. Muthukrishnan AED Marketing 54 BE 15th 30 years Nil
December
1977
3. Sh. S. Asokan Sr. GM 54 M. Tech 2nd January, 27 years Nil
Jam-Khambalia 1981
Works
Sh. C. N. Maheshwari (Company Secretary & CFO):-
Sh. C. N. Maheshwari, aged 53 years is Company Secretary. He is a fellow member of Institute of Chartered Accountants
of India, a fellow member of Institute of Company Secretaries of India, and an associate member of Institute of Cost and
Work Accountants of India, having more than 26 years experience into various fields including finance and accounts. He
ManagingDirector
AED(Marketing)
WholeTime
Director(CEO)
GeneralManager(Works)
DPM
Sr. GeneralManager(Works)KMBL
Asstt.Executive
Director (CFO)
Finance,Accounts &
Taxation
Personal andAdministration Secretarial
55
Shri Nataraj Ceramic And Chemical Industries Limited
has rejoined the Company on 5th May 2006. He presently is looking after the finance and secretarial related work of the
Company.
Sh. D. Muthukrishnan (Asst. Executive Director, Marketing):
Sh. D. Muthukrishnan, aged 54 years is Asst. Executive Director (Marketing). He holds BE Mechanical degree and having
above 309 years of experience in to various fields. He has joined the Company on 15th December 1977 and till date he is
associated with the Company. He presently looks after the marketing functions at Dalmiapuram Unit.
Sh. S. Asokan (Sr. GM Jam-Khambalia Works)
Sh. S. Asokan, aged 54 years is Sr. General Manager Jam-Khambalia Works. He holds M. Tech degree and having above
27 years of experience in to various fields. He has joined the Company on 2nd January 1981. Till date he is associated with
the Company. He presently looks after the Jam-Khambalia Unit.
All the abovementioned Key Managerial Persons are permanent employees of the Company.
It is confirmed that except as otherwise stated in this Letter of Offer, all the above-mentioned key managerial personnel
have no other material / pecuniary interest in the Company. Further, none of the key managerial personnel has been
selected as director / member of senior management by virtue of any arrangement or understanding with major sharehold-
ers, customers, suppliers or others.
Shareholding of Key Managerial Personnel
The shareholding of the Key Managerial Personnel on the date of the filing of this Letter of Offer with the Stock Ex-
changes is NIL
Bonus or Profit Sharing Plan for the Key Managerial Personnel
There is no Profit Sharing Plan for the Key Managerial Personnel. The Company makes bonus payments to the employees
based on their performances, which is as per their terms of appointment.
Changes in Key Managerial Personnel during the last 1 year:
Sr. No. Name Designation Date of Joining Date of Leaving Remarks
1. Shri C. Nagaratnam Executive Director 19.02.1999 27.01.2009 He has ceased to be
an Executive
Director and has
been promoted to
the level of Whole
Time Director
Family relation with Key Managerial Personnel (KMP)
There exists no family relation between the promoters/directors and the key managerial personnel.
Disclosures Regarding Employees Stock Option Scheme / Employees Stock Purchase Scheme
The Company has not issued any Employees Stock Option Scheme / Employees Stock Purchase Scheme, as required by
the Guidelines or Regulations of SEBI relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme.
Payment or Benefit to Officers of the Company
In the last two years the Company has not paid or given any amount or benfit to any of its officers besides the normal
remuneration for services rendered as Directors, Officers or employees.
56
Shri Nataraj Ceramic And Chemical Industries Limited
PROMOTERS
Mr. Jai Hari Dalmia and Mr. Yadu Hari Dalmia are the promoters of the Company.
PROMOTERS AND THEIR BACKGROUND
Mr. Jai Hari Dalmia
Mr. J. H. Dalmia, 64, holds a B.E. degree in electrical engineering from Jadavpur University and a Master’s degree in
electrical engineering from the University of Illinois, Urbana Champagne. He has more than 36 years of experience cutting
across various industries which includes wide knowledge and experience of refractory, sugar and cement businesses.
Mr. J.H. Dalmia has vast experience in research and development having personally received several patents for the
cement businesses.
Mr. Yadu Hari Dalmia
Mr. Y. H. Dalmia, 61, holds a B.Com (Hon) degree from Delhi University and is a Fellow Member of the Institute of
Chartered Accountants of India. He has more than 35 years of experience in the cement industry. Mr. Y.H. Dalmia has
served as President of the Cement Manufacturers Association and is a known figure in the cement industry.
Name of the Promoter Jai Hari Dalmia Yadu Hari Dalmia
Driving Licence No. WB01 19630065363 P02072004133700
Passport Number G 8600264 F 7942660
PAN AADPD6753A AADPD6740M
Voter Id No DL\01\002\231008 DL\01\002\231091
Name of Bank and Branch Punjab National Bank Punjab National Bank
Janpath, New Delhi Janpath, New Delhi
Bank Account No. 0131000100196989 0131000100196590
Declaration by the Promoters
The Company confirms that the Permanent Account Number, Bank Account Number, and Passport Number of the promot-
ers, as applicable, have been submitted to the MSE, CSE and DSE at the time of filing the Letter of Offer with them.
Common Pursuits
As on date, there are no common pursuits that may lead to conflict of interest in the business of the Company and other
firms/companies promoted by the Promoters.
Interest of the Promoters
The Promoters may be deemed to be interested to the extent of shares held by them, their friends or relatives, and benefits
arriving from their holding directorship in the company. The Promoters are not interested in any property, if acquired by
SNCCIL within two years prior the date of the Letter of Offer. The Promoters are neither interested in any loan or advance
given by the Company, nor are they beneficiary of any such loans or advances.
There are companies/firms that have been promoted by one or more of the promoters, and to that extent they may be
considered in such company/firm. There are however no common pursuits with the Issue Company nor are there any
conflict of interest.
57
Shri Nataraj Ceramic And Chemical Industries Limited
The promoters do not generally participate in the management/day to day affairs of the Company but they are involved in
the strategic decision making in consultation with the Board of Directors of the Company. The day to day affairs of the
Company as also policy decisions are managed by the Board of Directors. The Chairman of the Board Meeting is unani-
mously elected in the meeting itself, from and by the Directors present in the meeting and the Chairman so elected presides
over the meeting.
Similarly the Chairman of the General Meeting is elected from amongst the Directors present in the meeting to preside
over the meeting.
Payment or benefit to Promoters of the Company
There are no payments or benefits to the Promoters of the Company.
Related Party Transaction
For details of related party transactions please refer to page no. 83 of the Letter of Offer.
PROMOTER GROUP
In addition to our Promoters as specified above, the following individuals (being the immediate relatives of the Promoters/
Managing Director and some of whom hold equity shares) and companies are part of the Promoter Group.
S.NO NAME OF ENTITIES NO OF SHARES HELD
Relatives of Promoters
Smt. Kavita Dalmia 0
Shri Gautam Dalmia 0
Smt. Anupama Dalmia 0
Kum. Sukeshi Dalmia 0
Kum. Vaidehi Dalmia 0
Kum. Sumana Dalmia 0
Smt. Bela Dalmia 0
Shri Puneet Dalmia 0
Smt. Avantika Dalmia 0
Ku. Shrutipriya Dalmia 0
Ku. Avanee Dalmia 0
Mst. Priyang Dalmia 0
Sub-Total 0
Trusts/HUFs 0
Sukeshi Trust 0
Vaidehi Trust 0
Sumana Trust 0
Shrutipriya Dalmia Trust 0
Priyang Trust 0
Avanee Trust 0
J.H.Dalmia (HUF) 0
Y.H.Dalmia (HUF) 0
Sub-Total 0
58
Shri Nataraj Ceramic And Chemical Industries Limited
S.NO NAME OF ENTITIES NO OF SHARES HELD
Bodies Corporate
Ankita Pratisthan Limited 61890
Sita Investment Company Limited 50322
Rama Investment Company Pvt. Ltd. 28477
Kavita Trading & Investment Co. Pvt. Ltd. 0
Puneet Trading & Investment Co. Pvt. Ltd. 50
Shree Nirman Limited 18450
Himgiri Commercial Limited 6000
Valley Agro Indusries Limited 22362
Alirox Abrasives Limited 64000
Mayuka Investment Limited 77730
Shri Chamundeswari Minerals Limited 0
Dalmia Cement (Bharat) Limited 0
D.I.Properties Limited 0
Avnija Properties Limited 0
Hemshila Properties Limited 0
Himshikhar Investment Limited 0
Kanika Investments Limited 0
Ishita Properties Limited 0
ZipAhead. Com Limited 0
Geetee Estates Limited 0
Shri Rangam Brokers and Holdings Ltd. 0
Shri Rangam Properties Limited 0
Arjuna Brokers & Minerals Limited 0
Dalmia Minerals & Properties Limited 0
Seeta Estates and Brokers Limited 0
Shri Radha Krishna Brokers and Holdings Limited 0
Sri Kesva Mines and Minerals Limited 0
Sri Madhava Minerals and Properties Limited 0
Sri Shanmugha Mines and Minerals Limited 0
Sri Swaminatha Mines and Minerals Limited 0
Sri Subramanya Mines and Minerals Limited 0
Avanee And Ashni Securities Pvt. Ltd. 0
Keshav Power Pvt.Limited (Formerly Keshav Power Ltd.) 0
Sri Dhandanthapani Miners & Minerals Ltd. 0
Sri Madhusudana Miners & Properties Ltd. 0
Sri Trivikrama Miners & Properties Ltd. 0
Landmark Property Development Co. Ltd. 0
Dalmia Cement Ventures Limited 0
Dalmia Sugar Ventures Limited 0
OCL India Limited 0
Sub Total 329281
Total 329281
59
Shri Nataraj Ceramic And Chemical Industries Limited
CURRENCY OF PRESENTATION
In this Letter of Offer, all references to “Rupees” or “Rs.” are to the legal currency of India. All references to US$, USD,
or US Dollars are to the United States Dollars, the legal currency of the United States of America.
60
Shri Nataraj Ceramic And Chemical Industries Limited
DIVIDEND POLICY
Dividends, other than interim dividends, if any, will be declared at the Annual General Meetings of the shareholders of the
Company based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividend
to be paid to the shareholders. Generally, the factors that may be considered by the Board of Directors before making any
recommendations for dividend include, but not limited to, the future expansion plans and capital requirements, profits
earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax
on dividend as well as exemptions under tax laws available to various categories of investors from time to time and general
market conditions. The Board of Directors may also, from time to time, pay interim dividends to the shareholders of the
Company.
However, the Board of Directors have recommended dividend @ 50% for the financial year 08-09 subject to the approval
of the shareholders. The Company has declared interim dividend @25% for the Financial Year 2007-08, which was con-
firmed as final in the Annual General Meeting of the company held on 29.08.2008. The Company last declared dividend in
the FY-1995-96 and declaration of dividend in the past is not necessarily indicative of the dividend amounts, if any, or the
dividend policy, for the future.
61
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION V- FINANCIAL INFORMATION
FINANCIAL INFORMATION OF OUR COMPANY
AUDITORS REPORT
The Directors,
Shri Nataraj Ceramic and Chemical Industries Limited
Dalmiapuram - 621651
District Tiruchirapalli
Tamil Nadu
Dear Sirs,
(1) We have examined the books and accounts of Shri Nataraj Ceramic and Chemical Industries Limited Dalmiapuram
- 621651 for the five financial years ended on March 31, 2009, being the last date up to which the accounts of the
Company have been made up and audited by us for adoption by the members.
(2) In accordance with the requirements of:
(i) Paragraph B (1) of Part-II of Schedule-II to the Companies Act, 1956,
(ii) Securities and Exchange Board of India (Disclosure and Investors’ Protection) Guidelines, 2000 (SEBI Guide-
lines),
(iii) Engagement letter received from the Company, requesting us to carry out work relating to the offer document/
information memorandum being issued by the Company in connection with the Issue of 2400000 6% non-
convertible debentures (NCDs) of Rs.10/- each with detachable warrants aggregating to Rs.240 lacs to the
existing Equity shareholders on rights basis in the ratio of 3 NCDs with detachable warrants for every 1 exist-
ing Equity share held by the existing shareholders on the record date, that is on July 06, 2009.
We report that:
a. The Profit & Loss account of Shri Nataraj Ceramic and Chemical Industries Limited for the five financial
years ended on March 31, 2009 (audited) which were drawn up in accordance with the provisions of the
Companies Act, 1956 are as set out in Annexure I enclosed.
b. The Assets and Liabilities of Shri Nataraj Ceramic and Chemical Industries Limited for each of the five
financial years ended March 31, 2009 (audited) are as set out in Annexure II enclosed.
c. The aforesaid statement of Profit & Loss and Assets & Liabilities:
(i) read together with Significant Accounting Policies and Significant Changes in Accounting Policies
as set out in Annexure III, Notes to Accounts as set out in Annexure IV and Notes on Adjustments
arising out of qualification in Auditors Report, if any,(being nil) have been drawn, after giving
effect to adjustments and regrouping as and where, in our opinion, considered appropriate and,
(ii) have been prepared by the Company in accordance with the provisions of the Companies Act,1956
and guidelines issued by the Securities and Exchange Board of India (Disclosure and Investors’
Protection) Guidelines,2000 (SEBI Guidelines) and amendments made thereto.
(3) The statement of Profit & Loss and Assets & Liabilities of the subsidiary company for each of the five financial years
ended on March 31, 2009 (audited) together with Significant Accounting Policies as are set out in Annexure XXIV.
We have accepted the relevant accounts and statements in respect of Shri Chamundeswari Minerals Limited, audited
and reported upon by M/s Indra D. Narayan & Co., erstwhile auditor of the said subsidiary for last 4 financial years
ended on 31st March of 2005, 2006, 2007 and 2008.
(4) We report that there were no qualifications in the Audit Report for the year ending on 31st March, 2009, 2008, 2007,
2006, and 2005. (Annexure-XXI)
(5) We have examined the following financial information relating to the Company for the year ended on March 31,
62
Shri Nataraj Ceramic And Chemical Industries Limited
2009, 2008, 2007, 2006, and 2005 proposed to be included in the Offer Letter of offer as approved by the Board of
Directors and annexed to this report :
1. Cash Flow Statement Annexure-V
2. Statement of Dividend paid/Proposed Annexure-VI
3. Performance Ratios Annexure-VII
4. Capitalization Statement Annexure-VIII
5. Statement of Tax Shelter Annexure-IX
6. Details of Other Income Annexure-X
7. Sundry Debtors Annexure-XI
8. Reserves & Surplus Annexure-XII
9. Loans & Advances Annexure-XIII
10. Unsecured Loans Annexure-XIV
10.A Statement of Deferred Tax Annexure-XIVA
11. Current Liabilities & Provisions Annexure-XV
12. Secured Loans Annexure-XVI
13. Investments Annexure-XVII
14. Contingent Liabilities Annexure-XVIII
15. Details of Opening Stock, Production, Sales & Closing Stock Annexure-XIX
16. Related Party Transactions Annexure-XX
17. Auditors’ Qualifications Annexure-XXI
18. Statement of Profit and Loss of Shri Chamundeswari Minerals Limited Annexure-XXII
19. Statement of Assets and Liabilities of Shri Chamundeswari Minerals Limited Annexure-XXIII
20. Notes of Shri Chamundeswari Minerals Limited Annexure-XXIV
21. Statement of Consolidated Profit and Loss. Annexure-XXV
22. Statement of Consolidated Assets and Liabilities Annexure-XXVI
23. Significant Accounting Policies & Notes to the Consolidated Financial Statements Annexure-XXVII
24. Consolidated Cash Flow Statement Annexure-XXVIII
In our opinion, the financial statements of the Company as mentioned above, read with the Significant Accounting
Policies and Notes to accounts, have been prepared in accordance with Part II of Schedule II to the Companies Act,
1956 and the SEBI Guidelines.
This report is intended solely for your information and for inclusion in the Letter of offer in connection with the Issue
of 6% non-convertible debentures (NCDs) of Rs.10/- each with detachable warrants aggregating to Rs. 240 lacs to
the existing Equity shareholders on rights basis in the ratio of 3 NCDs with detachable warrants for every 1 existing
Equity share held by the existing shareholders on the record date, that is on July 06, 2009 and is not to be used,
referred to or distributed for any other purpose without our prior written consent.
For and on behalf of
S.S. Kothari Mehta & Co.
Chartered Accountants
Place : New Delhi (ARUN K. TULSIAN)
Date : June 27, 2009 Partner
Membership No. 89907
63
Shri Nataraj Ceramic And Chemical Industries Limited
PART-1
STATEMENT OF PROFIT AND LOSS
In accordance with the requirements of Clause B.1 of Part II of Schedule II to the Companies Act, 1956, we report that the
profits of the Company for the above years are as set out below. These profits, expressed in lacs of rupees, have been
arrived at after charging all expenses of manufacture, working and management including depreciation and after making
such adjustments and regroupings as in our opinion are appropriate and are subject to the Accounting Policies being
followed by the Company and notes given below:
ANNEXURE-I
Statement of Profit & Losses (Adjusted)
(Rs in Lacs)
As At 31st March
2009 2008 2007 2006 2005
INCOME
Sales and Processing charges (Gross) 8628.12 6,098.16 3,992.77 3,808.24 3,724.11
Less:- Inter Segments Transfer 790.70 729.29 458.45 499.21 496.28
7837.42 5,368.87 3,534.32 3,309.03 3,227.83
Less :- Excise Duty 641.37 530.48 371.98 353.68 342.64
7196.05 4,838.39 3,162.34 2,955.35 2,885.19
Other Income 251.04 238.91 305.96 92.41 83.10
Increase/(Decrease) in Inventories 5.62 173.88 (156.63) 106.93 156.56
Add/(Less):- Excise duty variation in opening/closing stock (0.49) (19.63) 14.97 (6.63) (13.16)
5.13 154.25 (141.66) 100.30 143.40
7452.22 5,231.55 3,326.64 3,148.06 3,111.69
EXPENDITURE
Purchases 573.37 394.93 0.00 0.00 0.00
Raw materials consumed 2284.11 1500.59 776.09 726.95 778.05
Staff Cost 1064.94 846.43 644.32 570.71 553.09
Manufacturing Expenses 1904.95 1302.61 942.70 1001.65 1100.62
Administrative Expenses 292.69 188.06 135.86 137.93 134.30
Selling Expenses 126.01 80.62 53.67 50.11 57.57
Interest & Finance Expenses 110.22 65.05 22.37 17.18 9.59
Depreciation/Amortization 136.17 94.01 79.38 84.01 69.98
Misc. Expenses w/off 0.01 1.30 0.56 0.23 0.12
Total Expenses 6492.47 4473.60 2,654.95 2,588.77 2,703.32
Profit before tax without adjustments 959.75 757.95 671.69 559.29 408.37
Prior Period expenditure (Net of Income) 0.00 0.00 0.00 0.00 0.00
Profit before tax after adjustments 959.75 757.95 671.69 559.29 408.37
Provision for Taxes
- Current Tax 260.00 230.00 225.00 190.00 130.00
- Deferred Tax 66.80 30.00 (15.00) 1.00 10.00
-Fringe Benefits Tax 9.50 8.50 5.46 7.67 0.00
Profit After Tax 623.45 489.45 456.23 360.62 268.37
Add : Surplus brought forward from the previous year 2,109.66 1,693.61 1,237.38 876.76 608.39
Profit available for appropriation 2,733.11 2,183.06 1,693.61 1,237.38 876.76
Appropriations :
Transfer to General Reserve 65.00 50.00 0.00 0.00 0.00
Interim Dividend 20.00
Proposed Dividend 40.00 0.00 0.00 0.00
Corporate Dividend Tax 6.80 3.40 0.00 0.00 0.00
Balance Carried to Balance Sheet 2,621.31 2,109.66 1,693.61 1,237.38 876.76
2,733.11 2,183.06 1,693.61 1,237.38 876.76
64
Shri Nataraj Ceramic And Chemical Industries Limited
PART-II STATEMENT OF ASSETS AND LIABILITIES
The Assets and Liabilities of Shri Nataraj Ceramic and Chemical Industries Limited for each of the five financial years
ended March 31, 2009 (audited) are set out as here under:
ANNEXURE-II
(Rs in Lacs)
Particulars As At 31st March
2009 2008 2007 2006 2005
SOURCES OF FUNDS
1. Shareholders’ Funds
(a) Share Capital 80.00 80.00 80.00 80.00 79.97
(b) Reserves and Surplus 3080.13 2503.48 2037.43 1581.20 1220.58
Total shareholder’s Funds (Net Worth) 3160.13 2583.48 2117.43 1661.20 1300.55
2. Loan Funds
(a) Secured Loans 1594.63 611.15 173.71 216.66 283.98
(b) Unsecured Loans 125.00 125.00 125.00 125.00 148.01
3. Deferred Tax 204.50 137.70 107.70 122.70 121.70
TOTAL 5084.26 3457.33 2523.84 2125.56 1854.24
APPLICATION OF FUNDS
1. Fixed Assets
(a) Gross Block 3617.02 2671.42 2280.82 2227.24 2198.10
(b) Less: Depreciation 1794.28 1659.16 1582.11 1516.62 1443.48
(c) Net Block 1822.74 1012.26 698.71 710.62 754.62
(d) Capital Work in progress 162.41 8.47 77.73 0.15 0.85
2. Investments 360.03 771.50 1189.08 360.03 250.03
3. Current Assets, Loans and Advances
(a) Inventories 1933.40 1254.48 744.26 845.31 695.89
(b) Sundry Debtors 1541.89 670.94 319.95 350.89 444.74
(c) Cash and Bank Balances 142.88 60.92 104.99 44.46 24.28
(d) Other Current Assets 3.12 11.07 12.31 11.31 14.05
(e) Loans and Advances 1391.03 1377.57 790.86 491.79 291.99
Sub Total 5012.32 3374.98 1972.37 1743.76 1470.95
Less: Current Liabilities and Provisions
(a) Current Liabilities 1497.42 1052.83 867.65 367.60 464.21
(b) Provisions 775.82 657.05 546.40 321.40 158.00
Sub Total 2273.24 1709.88 1414.05 689.00 622.21
Net Current Assets 2739.08 1665.10 558.32 1054.76 848.74
TOTAL 5084.26 3457.33 2523.84 2125.56 1854.24
65
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE-III
SIGNIFICANT ACCOUNTING POLICIES (as on 31st March 2009)
1. Accounting Convention
The Financial Statements are prepared under historical cost convention on a going concern basis and comply with
the presentational requirements of the Companies Act, 1956 and mandatory accounting standards issued by the
Institute of Chartered Accountants of India. Revenues are recognised and expenses are accounted on their accrual
with necessary provisions for all known liabilities.
2. Fixed Assets and Depreciation
i) Fixed Assets are stated at cost of acquisition or construction and include interest on specific borrowings for
new projects upto commissioning.
ii) Leasehold Land is being amortised over the lease period.
iii) Depreciation is provided on straight line method for the fixed assets at Dalmiapuram, Khambalia and Wankaner
Works and on written down value method for the fixed assets at New Delhi Office at the rates specified in
Schedule XIV to the Companies Act, 1956.
3. Investments
Long-term Investments are carried at cost. However, provision for diminution in value is made to recognise a decline
other than temporary in the value of investments. Current Investments are stated at cost or fair value, whichever is
lower.
4. Inventories
i) Finished goods, Semi-finished goods, Stores, Spares and Raw Materials including materials in transit are val-
ued at cost or net realisable value, whichever is lower.
ii) Loose tools are valued at cost.
iii) Cost is determined using weighted average cost method.
5. Employee Benefits
i) Defined Contribution Plan:
Employee benefits in the form of the Company’s contribution to provident fund, pension scheme, superannua-
tion fund and ESI are considered as defined contribution plan and charged to the profit and loss account of the
year when the contribution to the respective funds are due.
ii) Defined Benefit Plan:
Retirement benefits in the form of gratuity and leave encashment are considered as defined benefit obligations
and are provided for on the basis of an actuarial valuation as at the date of the balance sheet using the projected
unit credit method which considers each period of service as giving rise to an additional unit of benefit entitle-
ment and measures each unit separately to build up the final obligation. Past services are recognized on a
straight line basis over the average period until the amended benefits become vested. Obligation is measured
at the present value of estimated future cash flows using a discounted rate that is determined by reference to
market yields at the balance sheet date on Government bonds where the currency and terms of the Government
bonds are consistent with the currency and estimated terms of the defined benefit obligation.
iii) The expenditure on voluntary retirement schemes is charged to the profit and loss account in the year in which
it is incurred.
6. Excise Duty
Excise Duties recovered are included in the gross sale value of products.
66
Shri Nataraj Ceramic And Chemical Industries Limited
7. Foreign Currency Conversion/Transaction
Foreign currency transactions are recorded on initial recognition at the rate prevailing on the date of transaction.
Where export bills are negotiated with the bank, the export sales are recorded at the rate on the date of negotiation as
the said rate approximates the actual rate on the date of the transaction.
Foreign currency monetary items are reported using the closing rate. Exchange differences arising on settlement of
monetary items or on reporting the same at the closing rate as at the balance sheet date are recognized as income or
expense in the period in which they arise.
The premium or discount arising at the inception of forward exchange contract is amortised as an expense or income
over the life of the contract.
8. Impairment of Assets
Impairment losses, if any, are recognised in accordance with the accounting standard issued in this regard by The
Institute of Chartered Accountants of India.
9. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised in respect of obligations where, based on the evidence available, their existence at the
Balance Sheet date is considered probable. Contingent liabilities are shown by way of Notes to Accounts in respect
of obligations where, based on the evidence available, their existence at the Balance Sheet date is considered not
probable. Contingent assets are not recognised in the Accounts.
ANNEXURE-IV
NOTES TO ACCOUNTS (Rs. in Lacs)
31.03.2009 31.03.2008
1. Estimated amount of contracts remaining to be executed on capital account 0.86 0.00
and not provided for (Net of advances)
2. a) Contingent Liability exists in respect of
i) Income Tax for which the Company has preferred appeals 10.53 10.53
ii) Income Tax for which the Income Tax Department has preferred appeals
against the decisions in favour of the Company. 0.52 0.52
iii) Other monies for which the Company is contingently liable including
Bank Guarantees. 26.20 182.95
b) Claims against the Company not acknowledged as debt and being contested
before appropriate authorities. 94.86 93.92
3. Installments of Term Loans due during the next 12 months 327.50 150.00
4. Computation of Profits under Section 349 of the Companies Act, 1956 for
calculating commission payable to Directors :
Profit as per Profit and Loss Account 956.23
Add :
i) Non-Executive Directors’ Commission 3.00
ii) Directors’ Sitting Fees 0.29
iii) Loss on Sale of Fixed Assets 0.17
iv) Loss on Sale of Investments 0.20
iv) Whole-time/Managing Director remuneration 12.64 16.30
67
Shri Nataraj Ceramic And Chemical Industries Limited
31.03.2009 31.03.2008
Less :
i) Profit on Sale of Fixed Assets 0.01
ii) Profit on Sale of Investments 31.01 31.02 (14.72)
Net Profit for calculating Directors’ Commission 941.51
Directors’ Commission @ 1% (previous year @ 1.5%) on Rs.941.51 lacs 9.41
Maximum Commission payable 3.00 3.00
5. Details of remuneration to Whole-time Director/Managing Director
Salaries 10.57*
Perquisites 1.38
Contribution to Provident Fund 0.26
Superannuation Fund and other Funds 0.43 12.64 0.00
*Includes Rs.8.39 lacs paid to Dalmia
Cement (B) Ltd. on account of Managing
Director’s services.
6. Prior period expenses 3.52 0.00
7. The Company has taken on lease land, building, plant & machinery and other
assets relating to refractory unit at Wankaner effective from 04.08.2008 for a
period of 3 years, at a lease rent of Rs.12.50 lacs per quarter aggregating to
Rs.150 lacs with the right of purchasing the unit in 1st 18 months at Rs.300 lacs.
The total lease rent charged to the Profit & Loss Account for the year is
Rs.31.25 lacs. The breakup of total minimum lease payments under
non-cancellable lease due as at 31.03.2009 are as follows:
Not later than one year 50.00 0.00
Later than one year and not later than five years 68.75 0.00
Later than five years N.A. 0.00
8. Excise duty is net of reimbursement on job work production Rs.662.95 lacs
(previous year Rs.556.85 lacs)
9. The following expenses have been charged to other Accounts:
(a) Salaries, Wages and Benefits to Employees 193.52 130.58
(b) Repairs to Machinery 0.00 0.03
10. Disclosure of sundry creditors under current liabilities is based on the information
available with the Company regarding the status of the suppliers as defined under
the Micro, Small and Medium Enterprises Development Act, 2006. There are no
delays in payments to Micro and Small Enterprises as required to be disclosed
under the Act.
11. In the opinion of the Board and to the best of their knowledge and belief, the value
on realisation of Current assets, Loans and Advances, will, in the ordinary course
of business, not be less than the amount at which they are stated in the Balance Sheet.
12. (a) Value of imports calculated on C.I.F. basis.
Raw Materials 923.85 443.72
Capital Goods & Stores 0.00 0.00
(b) Details regarding imported and indigenous materials consumed:
Spare Parts :
i) Indigenous 217.43 159.26
(100%) (100%)
The Company has taken on lease land, building, plant & machinery and other assets
relating to refractory unit at Wankaner effective from 04.08.2008 for a period of 3
years, at a lease rent of Rs.12.50 lacs per quarter aggregating to Rs.150 lacs with the
right of purchasing the unit in 1st 18 months at Rs.300 lacs. The total lease rent
charged to the Profit & Loss Account for the year is Rs.31.25 lacs. The breakup of
total minimum lease payments under non-cancellable lease due as at 31.03.2009 are
as follows:
68
Shri Nataraj Ceramic And Chemical Industries Limited
31.03.2009 31.03.2008
ii) Imported 0.00 0.00
(0.00) (0.00)
Raw Materials :
i) Indigenous 2370.13 1785.77
(77.08%) (80.08%)
ii) Imported 704.68 444.11
(22.92%) (19.92%)
(c) Expenditure in foreign currency Foreign Travelling 2.01 0.00
Current Year Previous Year
M.T. Rs. Lacs MT Rs. Lacs
13. Raw Materials Consumed
Clays 18835 432.48 13804 235.27
Bauxite 40295 1846.79 44428 1414.19
Other Materials 795.54 580.42
Total 3074.81 2229.88
Less: Inter-unit transfer 790.70 729.29
2284.11 1500.59
14. Detailed information about goods manufactured and traded in :
Refractory Calcined
Bauxite
Licensed Capacity N.A. N.A.
Installed Capacity (MT) 88,000* 24,000
(As certified by the management) (69,000) (24,000)
Production (MT) 81,842** 19,029***
(69,522) (23,136)
Sales (MT) 38,894 4,218
(30,669) (3,048)
Sales (Rs. Lacs) 5,422.82 331.17
(3,631.65) (165.81)
Self Consumption (MT) 595 16,632
(692) (17,825)
Self Consumption (Rs. Lacs) 38.12**** 784.32
(36.91) (729.29)
Opening Stock (MT) 1,917 5750
(1,559) (3,487)
69
Shri Nataraj Ceramic And Chemical Industries Limited
Opening Stock (Rs. Lacs) 147 241.36
(117.03) (109.75)
Closing Stock (MT) 2,253 3,929
(1,917) (5,750)
Closing Stock (Rs. Lacs) 202.50 176.53
(147.00) (241.36)
Goods Traded@ 573.37 0.00
Purchase ( Rs. In lacs ) (394.93) (0.00)
Sales ( Rs. In lacs) 634.17 0.00
(406.72) (0.00)
Note The Company has stopped the manufacturing of Stoneware Pipes since 2007-08.
@ Goods traded are of different specifications, sizes, weight and are in large numbers. Due to voluminous data, it
is not possible to give quantitative details of goods traded.
(*) Includes 7000 MT capacity of Wankaner Unit taken on lease w.e.f. August, 2008.
(**) Includes production of 42,017 MT (previous year 37,803 MT) on job work basis.
(***) Includes 7,225 MT (previous year 6,858 MT) towards calcinations of clay etc.
(****) Corresponding figures have been included under the relevant expenditure head and this treatment has no im-
pact on Profit/Loss for the year.
(Figures in brackets pertain to previous year i.e 2007-08)
15. During the year, the Company has carried out production of refractories at its Dalmiapuram Unit mainly on job work
basis.
16. Previous year figures have been regrouped and/or rearranged wherever necessary to correspond with current year’s
figures.
17. All amounts including those in contingent liabilities and Notes have been expressed in Rs. Lacs rounded off to the
nearest thousands. Figures less than Rupees five hundred which are required to be shown separately have been
shown at actuals in double bracket. Figures in Metric Tonnes have been rounded off to the nearest Metric Tonne.
18. As per Accounting standard (AS) 15 “ Employee Benefits”, the disclosure of employee benefits as defined in the
Accounting Standard is given bellow :
(a) Defined Contribution Plans:-
The Company has recognised an expense of Rs. 110.53 lacs towards the defined contribution plan.
70
Shri Nataraj Ceramic And Chemical Industries Limited
(b) Defined Benefit Plans:- as per actuarial valuation on 31st March, 2009:-
Particulars Gratuity Leave Encashment
Funded Non - Funded
Rs. Lacs Rs. Lacs
Current Previous Current Previous
Year Year Year Year
I Expenses recognised in the Profit and Loss Account for the year
ended 31st March, 2009
1. Current Service Cost 15.43 11.60 7.02 3.96
2. Interest Cost 16.44 13.30 1.54 2.46
3. Expected return on plan assets (17.27) (15.00) 0.00 0.00
4. Net Actuarial (Gain)/Loss 22.14 30.53 20.73 (4.60)
5. Total Expenses 36.74 40.43 29.29 1.82
II Net Asset/(Liability) recognized in the Balance Sheet as at 31st
March, 2009
1. Present Value of obligation as at year - end 250.17 205.51 63.78 41.91
2. Fair Value of plan assets as at year end 211.04 165.39 0.00 0.00
3. Funded Status {Surplus/(Deficit)} (39.13) (40.12) (63.78) (41.91)
4. Net Assets/(Liability) as at 31st March, 2009 0.00 0.00 (63.78) (41.91)
III Change in obligation during the year ended 31st March, 2009
1. Present value of Obligation at the beginning of the year 205.51 166.35 41.91 31.89
2. Current Service Cost 15.43 11.60 7.02 3.96
3. Interest Cost 16.44 13.31 1.54 2.46
4. Actuarial (Gain)/Loss 22.14 30.53 20.73 4.60
5. Benefits Paid (9.35) (16.27) (7.42) 0.00
6. Present Value of Obligation at the year- end 250.17 205.51 63.78 41.91
IV. Change in the Assets during the year ended 31st March, 2009.
1. Plan assets at the beginning of the year 203.12 166.67 0.00 0.00
2. Expected return on plan assets 17.27 14.99 0.00 0.00
3. Employer’s contribution 39.13 40.12 0.00 0.00
4. Benefits Paid (9.35) (16.27) 0.00 0.00
5. Plan assets at the end of the year 250.17 205.51 0.00 0.00
V The major categories of plan assets as percentage of total plan
Qualifying Insurance Policy 100% 100% 0.00 0.00
VI Actuarial Assumptions :
1. Discount Rate 8% 8% 8% 8%
2. Expected rate of return on plan assets 8.5% 9% - -
3. Mortality Table LIC LIC LIC LIC
(94-96) (94-96) (94-96) (94-96)
duly duly duly duly
Modified modified Modified modified
4. Salary Escalation 8% 8% 8% 8%
71
Shri Nataraj Ceramic And Chemical Industries Limited
19. Segment reporting, as required by Accounting Standard - 17, is as below :-
Refractory Calcination Others Total
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
REVENUE
1. External sales 7,354.08 325.59 0.00 7,679.67
(5,085.53) (165.81) (0.00) (5,251.34)
2. Inter-segment sales 38.12 784.32 0.00 822.44
(36.91) (729.29) (0.00) (766.20)
3. Other Revenue 185.25 1.79 0.00 187.04
(192.65) (0.02) (0.00) (192.67)
4. Unallocated Corporate Revenue 0.00 0.00 0.00 64.00
(0.00) (0.00) (0.00) (46.24)
Total Segment Revenue 7,577.45 1,111.70 0.00 8,753.15
(5,315.09) (895.12) (0.00) (6,256.45)
RESULT (Profit before interest and corporate expenses)
Segment Profit/(Loss) 971.67 170.52 0.00 1,142.19
(833.58) (52.19) (0.00) (885.77)
Unallocated Corporate Expenses net of unallocated
Corporate Revenue 0.00 0.00 0.00 72.22
(0.00) (0.00) (0.00) (62.77)
Operating Profit 0.00 0.00 0.00 1,069.97
(0.00) (0.00) (0.00) (823.00)
Interest Expenses 1.78 0.00 0.00 110.22
(5.67) (0.00) (0.00) (65.05)
Income Taxes
Current Tax 0.00 0.00 0.00 260.00
(0.00) (0.00) (0.00) (230.00)
Deferred Tax 0.00 0.00 0.00 66.80
(0.00) (0.00) (0.00) (30.00)
Fringe Benefits Tax 0.00 0.00 0.00 9.50
(0.00) (0.00) (0.00) (8.50)
Net Profit 0.00 0.00 0.00 623.45
(0.00) (0.00) (0.00) (489.45)
OTHER INFORMATION
Assets 5,457.90 505.57 0.00 5,963.47
(2,709.20) (662.05) (0.00) (3,371.25)
Unallocated Corporate Assets 0.00 0.00 0.00 69.98
(0.00) (0.00) (0.00) (67.42)
Total Assets 0.00 0.00 0.00 6,033.43
(0.00) (0.00) (0.00) (3,438.67)
Liabilities 1,535.53 51.68 0.00 1,587.21
(1,054.48) (118.21) (0.00) (1,172.67)
Unallocated Corporate Liabilities 0.00 0.00 0.00 1,629.84
72
Shri Nataraj Ceramic And Chemical Industries Limited
(0.00) (0.00) (0.00) (616.31)
Total Liabilities 0.00 0.00 0.00 3,217.05
(0.00) (0.00) (0.00) (1,788.98)
Depreciation 104.77 29.36 0.00 134.13
(63.36) (28.76) (0.00) (92.12)
Unallocated Corporate Depreciation 0.00 0.00 0.00 2.04
(0.00) (0.00) (0.00) (1.89)
Total Depreciation 0.00 0.00 0.00 136.17
(0.00) (0.00) (0.00) (94.01)
Capital Expenditure 1,097.62 0.00 0.00 1,097.62
(324.23) (13.09) (0.00) (337.32)
Unallocated Corporate Capital Expenditure 0.00 0.00 0.00 3.39
(0.00) (0.00) (0.00) (2.44)
Total Expenditure 0.00 0.00 0.00 1,101.01
(0.00) (0.00) (0.00) (339.76)
20. Related Party Disclosures, as required by Accounting Standard - 18 is as below:
A. Relationships:
(i) Subsidiary of the Company :- Shri Chamundeswari Minerals Limited
(ii) Directors of the Company :-
Shri N. Gopalaswamy, Shri Deepak Thombre (w.e.f. 01.11.2008), Shri.C.Nagaratnam (w.e.f. 27.01.2009),
Shri P.D.Mathur and Shri Barunjee (upto 28.11.2008).
(iii) Promoters of the Company/Relatives of the Promoter :-
Shri J.H. Dalmia, Shri Y.H. Dalmia, Shri Gautam Dalmia, Shri Puneet Dalmia and their relatives, Shri
V.H. Dalmia, Smt. Kavita Dalmia, Smt. Bela Dalmia, Smt. Anupama Dalmia, Smt. Avantika
Dalmia, Kumari Shrutipriya Dalmia, Kumari Sukeshi Dalmia, Kumari Vaidehi Dalmia, Kumari Sumana
Dalmia , Kumari Avanee Dalmia and Mst. Priyang Dalmia
(iv) Enterprises controlled by Directors of the Company :- NIL
(v) Enterprises controlled by the Promoters of the Company :-
Rama Investment Company Private Limited, Puneet Trading & Investment Company Private, Limited,
Kavita Trading & Investment Company Private Limited, Sita Investment Company Limited, Mayuka
Investment Limited, Ankita Pratisthan Ltd.,Himgiri Commercial Limited, Valley Agro Industries Lim-
ited, Alirox Abrasives Limited, Shree Nirman Limited, Zip Ahead.Com Limited, Keshav Power Private
Limited, Dalmia Cement (Bharat) Limited, Kanika Investment Limited, Ishita Properties Limited, D.I.
Properties Limited, Avnija Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited,
Hemshila Properties Limited, Himshikhar Investment Limited, Dalmia Minerals & Properties Limited,
Shree Radha Krishna Broker & Holdings Limited, Seeta Estates & Brokers Limited, Shri Rangam Bro-
kers & Holdings Limited, Arjuna Brokers & Minerals Limited, Sri Kesava Mines & Minerals Limited,
Sri Madhava Minerals & Properties Limited, Sri Shanmugha Mines & Minerals Limited, Sri Swaminatha
Mines & Minerals Limited Sri Subramanya Mines & Minerals Limited, OCL India Limited, Avanee and
Ashni Securities Private Limited, Sri Trivikrama Mines & Properties Limited, Sri Dhandauthapani Mines
& Minerals Limited, Sri Madhusudana Mines & Properties Limited, Landmark Property Development
Co. Ltd., Dalmia Cement Ventures Limited and Dalmia Sugar Ventures Limited
73
Shri Nataraj Ceramic And Chemical Industries Limited
B. The following transactions were carried out with the related parties in the ordinary course of business:
(Rs. In lacs)
Nature of Subsidiary Salary Directors Promoters Director Promoter Total
Transaction Company and perquisites and their and their controlled controlled
of key relatives relatives enterprises enterprises
Management
personnel &
Directors
Sales of Goods/ 0.00 0.00 0.00 0.00 0.00 2,753.32 2,753.32
services (0.00) (0.00) (0.00) (0.00) (0.00) (1,938.64) (1,938.64)
Purchase of 0.00 0.00 0.00 0.00 0.00 523.14 523.14
goods and (0.00) (0.00) (0.00) (0.00) (0.00) (218.76) (218.76)
services
Rent Payment 0.00 0.00 0.00 0.00 0.00 0.46 0.46
(0.00) (0.00) (0.00) (0.00) (0.00) (0.46) (0.46)
Sitting Fees and 0.00 0.00 3.29 0.00 0.00 0.00 3.29
commission to (0.00) (0.00) (3.19) (0.00) (0.00) (0.00) (3.19)
Directors
Loan Given 0.00 0.00 0.00 0.00 0.00 435.00 435.00
(0.00) (0.00) (0.00) (0.00) (0.00) (380.00) (380.00)
Repayment of
Loan 0.00 0.00 0.00 0.00 0.00 500.00 500.00
(0.00) (0.00) (0.00) (0.00) (0.00) (80.00) (80.00)
Interest on Loan 0.00 0.00 0.00 0.00 0.00 28.90 28.90
recd. (0.00) (0.00) (0.00) (0.00) (0.00) (12.13) (12.13)
Salary and 0.00 12.64 0.00 0.00 0.00 0.00 12.64
Perquisites (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Outstanding 0.00 0.00 0.00 0.00 0.00 235.00 235.00
Balance as at (0.00) (0.00) (0.00) (0.00) (0.00) (300.00) (300.00)
year end
Loans
(receivable)
Amount 0.00 0.00 0.00 0.00 0.00 135.14 135.14
Receivable (0.00) (0.00) (0.00) (0.00) (0.00) (69.14) (69.14)
74
Shri Nataraj Ceramic And Chemical Industries Limited
CASH FLOW STATEMENT ANNEXURE-V
(Rs. in lacs)
PARTICULARS 2009 2008 2007 2006 2005
A. Cash Flow from Operating Activities
Net Profit/(Loss) before Tax 959.75 757.95 671.69 559.29 408.37
Adjustments for :
Depreciation 136.17 94.01 79.38 84.01 69.98
Write-off of Fixed Assets & Lease Money 0.00 1.30 0.56 0.23 0.12
Loss on Sale of Fixed Assets 0.17 0.12 0.14 1.88 0.08
Loss on Sale of Investment 0.20 0.00 0.00 0.00 0.00
Profit on Sale of Fixed Assets (0.01) (10.85) (15.02) (1.81) (0.23)
Profit on sale of Investments (31.01) (0.22) (0.19) (11.73) 0.00
Interest paid 110.22 65.05 22.37 17.18 9.59
Interest received (32.30) (14.74) (6.97) (7.27) (2.80)
Dividend received (0.35) (32.64) (13.86) 0.00 0.00
Operating Profit before Working Capital changes 1142.84 859.98 738.10 641.78 485.11
Adjustments for :
Trade and Other receivables (795.50) (805.26) (53.49) 62.06 (162.90)
Inventories (678.92) (510.22) 101.05 (149.42) (143.05)
Trade Payables 444.59 181.74 500.05 (96.61) (9.46)
Cash Flow from Operating Activities 113.01 (273.76) 1,285.71 457.81 169.70
Direct Taxes paid/Refunds received (Net) (268.99) (250.55) (215.64) (191.39) (128.70)
Fringe Benefits Tax (9.50) (8.50) (5.46) (7.67) 0.00
Net Cash Flow from Operating Activities (165.48) (532.81) 1,064.61 258.75 41.00
B. Cash Flow from Investment Activities
Purchase of Fixed Assets (1101.01) ( 339.76) (148.78) (43.94) (225.88)
Sale of Fixed Assets 0.26 10.89 18.05 3.85 0.33
Sale of Investments 442.28 467.80 40.00 256.73 0.00
Purchase of Investments 0.00 (50.00) (868.86) (355.00) (155.00)
Interest Received 32.30 14.74 6.97 7.27 2.80
Dividend Received 0.35 32.64 13.86 0.00 0.00
Net Cash from Investment Activities (625.82) 136.31 (938.76) (131.09) (377.75)
C. Cash Flow from Financing Activities
Secured Loans 983.48 437.44 (42.95) (67.32) 267.73
Unsecured Loans 0.00 0.00 0.00 (23.01) (23.02)
Interest Paid (110.22) (65.05) (22.37) (17.18) (9.59)
Dividend Paid including Tax 0.00 (19.96) 0.00 0.00 0.00
Increase in Share Capital 0.00 0.00 0.00 0.03 0.00
Net Cash from Financing Activities 873.26 352.43 (65.32) (107.48) 235.12
D. Net increase in Cash and Cash equivalents 81.96 (44.07) 60.53 20.18 (101.63)
Cash and Cash Equivalents
Opening Balance 60.92 104.99 44.46 24.28 125.91
Closing Balance 142.88 60.92 104.99 44.46 24.28
75
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE VI
Statement of Dividend Paid
(Rs. in lacs)
Year Ended 31.3.2009 31.3.2008 31.3.2007 31.3.2006 31.3.2005
On Equity Share Capital :
Paid up Share capital 80.00 80.00 80.00 80.00 79.97
Face Value (Rs.) 10.00 10.00 10.00 10.00 10.00
Rate of Dividend 50% 25% 0.00 0.00 0.00
Interim Dividend 0.00 20.00 0.00 0.00 0.00
Proposed Dividend 40.00 0.00 0.00 0.00 0.00
Corporate Dividend Tax 6.80 3.40 0.00 0.00 0.00
PERFORMANCE RATIOS ANNEXURE VII
(Rs. in lacs)
PARTICULARS As at 31st March
2009 2008 2007 2006 2005
KEY RATIOS
Adjusted Profit/(Loss) 623.45 489.45 456.23 360.62 268.37
Average Number of Equity Shares
Outstanding at the end of the year 8,00,000 8,00,000 8,00,000 8,00,000 7,99,350
Net worth 3,160.13 2,583.48 2117.43 1661.20 1300.55
Cash Earning per share (CEPS) 94.95 72.93 66.95 55.57 42.32
Earning per Share (EPS) 77.93 61.18 57.02 45.08 33.57
Net Asset Value Per Share 395.02 322.94 264.68 207.65 162.70
Return on Net worth (%) 19.73% 18.95% 21.54% 21.71% 20.63%
Definitions of Key Ratios :
Earning Per Share ( EPS) ( Rs.) Profit After Tax/Weighted Number of Equity Shares
Cash Earning Per Share ( CEPS) ( Rs.) Profit After Tax Plus Depreciation/Weighted Number of Equity
Shares
Net Asset Value Per Share ( Rs.) Net worth at year-end/ Number of Equity Shares
Return on Net worth ( %) Net Profit/Net Worth
76
Shri Nataraj Ceramic And Chemical Industries Limited
CAPITALISATION STATEMENT ANNEXURE VIII
(Rs. in Lacs)
PARTICULARS 31st March, POST
2009 ISSUE
Short term Debt (C/C) 429.63 429.63
Long Term Debt -Term Loan 1165.00 1405.00
Total Debt 1594.63 1834.63
Shareholders’ Fund
Share Capital 80.00 80.00
Reserves and Surplus (Net of Debit balance in P/L A/c) 3080.13 3080.13
Total Shareholders’ Fund 3160.13 3160.13
Long Term Debt/ Shareholders’ Fund 0.37:1 0.44:1
STATEMENT OF TAX SHELTER ANNEXURE-IX
(Rs. in Lacs)
PARTICULARS As at 31st March
2009 2008 2007 2006 2005
Profit as per P/L A/c (Before Tax) 959.75 757.95 671.69 559.29 408.37
Tax Rate 33.99 33.99 33.66 33.66 36.59
Tax at Notional Rate 326.22 257.63 226.09 188.26 149.43
Adjustments :
Difference between Tax Depreciation and Book Depreciation 181.51 73.57 (21.34) (28.83) (6.35)
Other Adjustments: 20.00 16.45 (1.13) 29.49 88.58
Net Adjustments 201.51 90.06 (22.47) 0.66 82.23
Tax savings thereon : 68.49 30.61 (7.56) 0.22 30.09
Net Tax payable as per Income Tax Return 257.73* 227.02 233.65 188.03 119.34
* Provisional figure; Income Tax Return yet to be filed.
77
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE X
Details of Other Income:
(Recurring and mainly pertaining to business activities)
(Rs in Lacs)
Particulars Year ended 31st March(Audited)
2009 2008 2007 2006 2005
Interest from Banks and Others 32.30 14.74 6.97 7.27 2.8
Dividend Receipts 0.35 32.64 13.86 0.06 0.00
Miscellaneous Receipts 187.37 180.46 269.22 71.50 76.59
Profit on Sale of Fixed Assets 0.01 10.85 15.02 1.81 0.23
Profit/(Loss) on Sale of Investments 31.01 0.22 0.19 11.73 0.002
Provisions, no longer required, written back 0.00 0.00 0.70 0.04 3.48
TOTAL 251.04 238.91 305.96 92.41 83.10
Note: There are no items non-recurring in nature
ANNEXURE XI
SUNDRY DEBTORS
(UNSECURED)
(Rs. in lacs)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
A. Debts outstanding for a period exceeding six months
Considered good 21.10 0.55 17.04 23.39 24.27
Considered doubtful 0.00 0.00 0.00 2.28 10.80
21.10 0.55 17.04 25.67 35.07
Less : Provision for doubtful debts 0.00 0.00 0.00 2.28 10.80
(A) 21.10 0.55 17.04 23.39 24.27
B) Other Debts
Considered Good 1520.79 670.39 302.91 327.50 420.47
(B) 1520.79 670.39 302.91 327.50 420.47
TOTAL (A+B) 1541.89 670.94 319.95 350.89 444.74
78
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XII
RESERVES AND SURPLUS
(Rs. in lacs)
(AS ON)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
Capital Reserve (A) 82.33 82.33 82.33 82.33 82.33
General Reserve :
Opening Balance 311.49 261.49 261.49 261.49 261.49
Addition 65.00 50.00 0.00 0.00 0.00
Closing Balance (B) 376.49 311.49 261.49 261.49 261.49
Surplus in Profit and Loss Account
Opening Balance 2109.66 1,693.61 1,237.38 876.76 608.39
Addition 511.65 416.05 456.23 360.62 268.37
Closing Balance (C) 2,621.31 2,109.66 1,693.61 1,237.38 876.76
Total (A+B+C) 3,080.13 2,503.48 2,037.43 1,581.20 1,220.58
ANNEXURE XIII
LOANS AND ADVANCES
(Unsecured - Considered Good)
(Rs. in lacs)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
Due from Employees 18.48 17.84 19.14 16.11 13.56
Subsidiary Company 0.97 0.97 0.97 0.00 0.07
Advances recoverable in cash or in kind or for
value to be received
Considered Good 1,134.07 1,181.70 627.40 417.93 228.67
Considered doubtful 0.00 0.00 0.00 1.92
1,134.07 1,181.70 627.40 417.93 230.59
Deposits with Govt. authorities and others 237.51 177.06 143.35 57.75 49.69
1,391.03 1,377.57 790.86 491.79 293.91
Less : Provision for doubtful loans and advances 0.00 0.00 0.00 0.00 1.92
1,391.03 1,377.57 790.86 491.79 291.99
79
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XIV
STATEMENT OF UNSECURED LOANS AS ON MARCH 31, 2009
(Rs. In lacs)
Sr. Name Amount Repayment Schedule
No. of the Out- FY FY FY FY FY FY FY FY FY
Institution/ standing 2009 2010 2011 2012 2013 2014 2015 2016 2017
Bank
1. Dalmia Cement
(Bharat) Limited 125.00* 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total 125.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
* No Stipulation of repayment
ANNEXURE-XIV A
STATEMENT OF DEFERRED TAX
(Rs. in lacs)
PARTICULARS 2009 2008 2007 2006 2005
Liabilities
Depreciation 210.68 147.00 120.80 127.49 137.25
Others 0.00 0.00 0.00 0.00 0.00
Assets :
Voluntary Retirement Expenses 6.18 9.30 13.10 4.02 10.91
Expenses allowable in computing taxable income on
payment basis 0.00 0.00 0.00 0.77 4.64
MAT Credit entitlement 0.00 0.00 0.00 0.00 0.00
Net Liability 204.50 137.70 107.70 122.70 121.70
ANNEXURE XV
CURRENT LIABILITIES AND PROVISIONS
(Rs. in lacs)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
Sundry Creditors
Micro, Small & Medium Enterprises 0.00 0.00 0.00 0.00 0.00
Others 1241.03 679.82 467.06 249.28 339.79
Advances from Customers 148.01 294.75 350.25 57.54 57.22
Unpaid Dividend 2.47 3.44 0.00 0.00 0.00
Matured Fixed Deposit and Interest thereon* 0.28 0.28 0.28 0.28 0.28
Other Liabilities 98.88 68.54 47.06 57.50 66.92
Directors Commission payable 6.75 6.00 3.00 3.00 0.00
Proposed Dividend 40.00 0.00 0.00 0.00 0.00
Corporate Dividend Tax 6.80 0.00 0.00 0.00 0.00
Provision for Taxation 729.02 657.05 546.40 321.40 158.00
2,273.24 1,709.88 1,414.05 689.00 622.21
* There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.
80
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE-XVI
STATEMENT OF SECURED LOANS AS ON MARCH 31, 2009 (Rs. In lacs)
Sr. Name Sanctioned Amount Repayment Schedule
No. of the Amount Out- FY FY FY FY FY FY Assets
Institution/ standing 2010 2011 2012 2013 2014 2015 charged as
Bank security
1. AXIS Bank 200.00 37.50 37.50 0.00 0.00 0.00 0.00 0.00 Secured by first
charge over
moveable fixed
assets and
hypothecation of
stocks and other
current assets as
c o l l a t e r a l
extensions.
2 AXIS Bank 400.00 225.00 100.00 100.00 25.00 0.00 0.00 0.00 Secured by
hypothecation of
all stock of raw
materials, semi-
finished goods,
stores, spares,
book debts and
moveable fixed
assets at the
Dalmiapuram
and Khambalia
Units.
3 AXIS Bank 950.00 902.50 190.00 190.00 190.00 190.00 142.50 0.00 Secured by
hypothecation of
all stock of raw
materials, semi-
finished goods,
stores, spares,
book debts and
moveable fixed
assets at the
Dalmiapuram
and Khambalia
Units.
4 AXIS Bank 1150.00 429.63 0.00 0.00 0.00 0.00 0.00 0.00 Secured by
(cash credit) hypothecation of
all stock of raw
materials, semi-
finished goods,
stores, spares,
book debts and
moveable fixed
assets at the
D a l m i a p u r a m
and Khambalia
Units.
Total 1594.63 0.00 0.00 0.00 0.00 0.00 0.00
81
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XVII
INVESTMENTS (Rs. in lacs)
(AS ON)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
I. Government Securities (Unquoted)
National Savings Certificates* 0.03 0.03 0.03 0.03 0.03
II. Fully paid up Equity shares of Joint Stock
Companies (Unquoted)
In Subsidiary Shri Chamundeswari Minerals Limited 4.00 4.00 4.00 4.00 4.00
III. Fully paid up Redeemable Preference
Shares of Joint Stock Companies (Unquoted)
In Subsidiary Shri Chamundeswari Minerals Limited 356.00 356.00 356.00 356.00 1.00
IV. Mutual Funds (Quoted) 0.00 411.47 829.95 0.00 245.00
360.03 771.50 1,189.98 360.03 250.03
Investments other than Mutual Funds are Long Term
(*) Pledged with Government Department
MARKET VALUE OF INVESTMENTS (Rs in Lacs)
PARTICULARS As At 31st March
2009 2008 2007 2006 2005
Book value of Unquoted Investments 360.03 360.03 360.03 360.03 5.03
Book value of Quoted Investments 0.00 411.47 829.05 0.00 245
Market value of Quoted Investments 0.00 441.99 838.84 0.00 255.52
ANNEXURE XVIII
CONTINGENT LIABILITY (Rs. in Lacs)
PARTICULARS As at 31st March
2009 2008 2007 2006 2005
a) Contingent Liability exists in respect of
i) Income Tax for which the Company has preferred 10.53 10.53 10.53 10.53 10.53
appeals
ii) Income Tax for which the Income Tax Department 0.52 0.52 0.52 0.52 0.52
has preferred appeals against the decisions in
favour of the Company
iii) Other monies for which the Company is 26.20 182.95 315.94 0.00 0.00
contingently liable including Bank Guarantees
b) Claims against the Company not acknowledged as 94.86 93.92 92.18 54.06 51.55
debt and being contested before appropriate authorities.
82
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XIX
DETAILS OF OPENING STOCK, PRODUCTION, SALES AND CLOSING STOCK
(in MT)
31.03.2009 31.03.2008 31.03.2007
Refractory Calcined Stone- Refractory Calcined Stone- Refractory Calcined Stone-
Bauxite ware Bauxite ware Bauxite ware
Opening Stock 1917.00 5750.00 0.00 1559.00 3487.00 0.00 2783.00 5204.00 401.00
Production* 81842.00 19029.00 0.00 69522.00 23136.00 0.00 50297.00 19396.00 2.00
Sales/Turnover 39489.00 20850.00 0.00 31361.00 20873.00 0.00 21958.00 21113.00 359.00
Closing Stock** 2253.00 3929.00 0.00 1917.00 5750.00 0.00 1559.00 3487.00 0.00
(*) Includes 42017.00 37803.00 29563.00
production of
Refractories on Job
Work basis
(**) Excludes Yard
rejection/ damaged
stock. 44.00
(In MT)
31.03.2006 31.03.2005
Refractory Calcined Stone- Refractory Calcined Stone-
Bauxite ware Bauxite ware
Opening Stock 2788.00 2114.00 269.00 1862.00 238.00 31.00
Production* 52443.00 22622.00 590.00 55974.00 25009.00 4056.00
Sales/Turnover 23243.00 19532.00 458.00 25158.00 23133.00 3784.00
Closing Stock** 2783.00 5204.00 401.00 2788.00 2114.00 269.00
(*) Includes production of Refractories on
Job Work basis 29205.00 29890.00
(**) Excludes Yard rejection/ damaged stock. 34.00
Details of Raw Material consumed
(In MT)
31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
Raw Material 75977.00 63539.00 46736.00 55272.00 67479.00
83
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XX
RELATED PARTY TRANSACTIONS (Financial Year 2008-09)
Related Party Disclosures, as required by Accounting Standard - 18 is as below:
A. Relationships:
(i) Subsidiary of the Company :- Shri Chamundeswari Minerals Limited
(ii) Directors of the Company :-
Shri N. Gopalaswamy, Shri Deepak Thombre (w.e.f. 01.11.2008), Shri C. Nagaratnam (w.e.f. 27.01.2009), Shri
P.D.Mathur and Shri Barunjee (upto 28.11.2008).
(iii) Promoters of the Company/Relatives of the Promoters :-
Shri J.H. Dalmia, Shri Y.H. Dalmia, Shri Gautam Dalmia, Shri Puneet Dalmia and their relatives, Shri V.H.
Dalmia, Smt. Kavita Dalmia, Smt. Bela Dalmia, Smt. Anupama Dalmia, Smt. Avantika Dalmia, Kumari
Shrutipriya Dalmia, Kumari Sukeshi Dalmia, Kumari Vaidehi Dalmia, Kumari Sumana Dalmia, Kumari Avanee
Dalmia and Mst. Priyang Dalmia
(iv) Enterprises controlled by Directors of the Company :- NIL
(v) Enterprises controlled by the Promoters of the Company :-
Rama Investment Company Private Limited, Puneet Trading & Investment Company Private Limited, Kavita
Trading & Investment Company Private Limited, Sita Investment Company Limited, Mayuka Investment Lim-
ited, Ankita Pratisthan Ltd., Himgiri Commercial Limited, Valley Agro Industries Limited, Alirox Abrasives
Limited, Shree Nirman Limited, Zip Ahead.Com Limited, Keshav Power Private Limited, Dalmia Cement
(Bharat) Limited, Kanika Investment Limited, Ishita Properties Limited, D.I. Properties Limited, Avnija Prop-
erties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, Hemshila Properties Limited,
Himshikhar Investment Limited, Dalmia Minerals & Properties Limited, Shree Radha Krishna Broker &
Holdings Limited, Seeta Estates & Brokers Limited, Shri Rangam Brokers & Holdings Limited, Arjuna Bro-
kers & Minerals Limited, Sri Kesava Mines & Minerals Limited, Sri Madhava Minerals & Properties Limited,
Sri Shanmugha Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited Sri Subramanya
Mines & Minerals Limited, OCL India Limited, Avanee and Ashni Securities Private Limited, Sri Trivikrama
Mines & Properties Limited, Sri Dhandauthapani Mines & Minerals Limited, Sri Madhusudana Mines & Prop-
erties Limited, Landmark Property Development Co. Ltd., Dalmia Cement Ventures Limited and Dalmia
Sugar Ventures Limited
The following transactions were carried out with the related parties in the ordinary course of business:
(Rs. in lacs)
Nature Subsidiary Salary Directors Promoters Director Promoter Total
of Transaction Company and and their and their controlled controlled
perquisites relatives relatives enterprises enterprises
of key
Management
personnel &
Directors
Sales of Goods/ 0.00 0.00 0.00 0.00 0.00 2,753.32 2,753.32
services (0.00) (0.00) (0.00) (0.00) (0.00) (1,938.64) (1,938.64)
Purchase of goods 0.00 0.00 0.00 0.00 0.00 523.14 523.14
and services (0.00) (0.00) (0.00) (0.00) (0.00) (218.76) (218.76)
Rent Payment 0.00 0.00 0.00 0.00 0.00 0.46 0.46
(0.00) (0.00) (0.00) (0.00) (0.00) (0.46) (0.46)
84
Shri Nataraj Ceramic And Chemical Industries Limited
Nature Subsidiary Salary Directors Promoters Director Promoter Total
of Transaction Company and and their and their controlled controlled
perquisites relatives relatives enterprises enterprises
of key
Management
personnel &
Directors
Sitting fees and 0.00 0.00 3.29 0.00 0.00 0.00 3.29
Commission to (0.00) (0.00) (3.19) (0.00) (0.00) (0.00) (3.19)
Directors
Loan Given 0.00 0.00 0.00 0.00 0.00 435.00 435.00
(0.00) (0.00) (0.00) (0.00) (0.00) (380.00) (380.00)
Repayment of Loan 0.00 0.00 0.00 0.00 0.00 500.00 500.00
(0.00) (0.00) (0.00) (0.00) (0.00) (80.00) (80.00)
Interest on Loan recd. 0.00 0.00 0.00 0.00 0.00 28.90 28.90
(0.00) (0.00) (0.00) (0.00) (0.00) (12.13) (12.13)
Salary and 0.00 12.64 0.00 0.00 0.00 0.00 12.64
Perquisites (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Outstanding 0.00 0.00 0.00 0.00 0.00 235.00 235.00
Balance as at (0.00) (0.00) (0.00) (0.00) (0.00) (300.00) (300.00)
year end
Loans (receivable)
Amount 0.00 0.00 0.00 0.00 0.00 135.14 135.14
Receivable (0.00) (0.00) (0.00) (0.00) (0.00) (69.14) (69.14)
RELATED PARTY TRANSACTIONS (Financial Year 2007-08)
Related Party Disclosures, as required by Accounting Standard - 18 is as below:
A. Relationships:
(i) Subsidiary of the Company :- Shri Chamundeswari Minerals Limited
(ii) Directors of the Company :-
Shri N. Gopalaswamy, Shri Barunjee and Shri P.D.Mathur.
(iii) Promoters of the Company/Relatives of the Promoter :-
Shri J.H. Dalmia, Shri Y.H. Dalmia, Shri Gautam Dalmia, Shri Puneet Dalmia and their relatives, Shri V.H.
Dalmia, Smt. Kavita Dalmia, Smt. Bela Dalmia, Smt. Anupama Dalmia, Smt. Avantika Dalmia, Kumari
Shrutipriya Dalmia, Kumari Sukeshi Dalmia, Kumari Vaidehi Dalmia, Kumari Sumana Dalmia , Kumari Avanee
Dalmia and Mst. Priyang Dalmia
(iv) Enterprises controlled by Directors of the Company:- NIL
(v) Enterprises controlled by the Promoters of the Company:-
Rama Investment Company Private Limited, Puneet Trading & Investment Company Private Limited, Kavita
Trading & Investment Company Private Limited, Sita Investment Company Limited, Mayuka Investment Lim-
ited, Ankita Pratisthan Ltd., Himgiri Commercial Limited, Valley Agro Industries Limited, Alirox Abrasives
Limited, Shree Nirman Limited, Zip Ahead.Com Limited, Keshav Power Private Limited, Dalmia Cement
(Bharat) Limited, Kanika Investment Limited, Ishita Properties Limited, D.I. Properties Limited, Avnija Prop-
erties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, Hemshila Properties Limited,
85
Shri Nataraj Ceramic And Chemical Industries Limited
Himshikhar Investment Limited, Dalmia Minerals & Properties Limited, Shree Radha Krishna Broker &
Holdings Limited, Seeta Estates & Brokers Limited, Shri Rangam Brokers & Holdings Limited, Arjuna Bro-
kers & Minerals Limited, Sri Kesava Mines & Minerals Limited, Sri Madhava Minerals & Properties Limited,
Sri Shanmugha Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited Sri Subramanya
Mines & Minerals Limited, OCL India Limited, Avanee and Ashni Securities Private Limited, Sri Trivikrama
Mines & Properties Limited, Sri Dhandauthapani Mines & Minerals Limited, Sri Madhusudana Mines & Prop-
erties Limited, Eswar Cements Private Limited, Dalmia Cement (Meghalaya) Limited(upto 30.06.2007) , OCL
Iron and Steel Limited, Landmark Property Development Co. Ltd., Dalmia Cement Ventures Limited (w.e.f.
10.12.2007) and Dalmia Sugar Ventures Limited (w.e.f.13.08.2007 )
B. The following transactions were carried out with the related parties in the ordinary course of business:
(Rs. in lacs)
Nature Subsidiary Directors Promoters Director Promoter Total
of Transaction Company and their and their controlled controlled
relatives relatives enterprises enterprises
Sales of Goods/ services 0.00 0.00 0.00 0.00 1938.64 1938.64
(0.00) (0.00) (0.00) (0.00) (1,499.53) (1,499.53)
Purchase of goods and services 0.00 0.00 0.00 0.00 218.76 218.76
(0.00) (0.00) (0.00) (0.00) (60.19) (60.19)
Rent Payment 0.00 0.00 0.00 0.00 0.46 0.46
(0.00) (0.00) (0.00) (0.00) (0.46) (0.46)
Remuneration and Sitting fees to 0.00 3.19 0.00 0.00 0.00 3.19
Directors (0.00) (3.23) (0.00) (0.00) (0.00) (3.23)
Loan Given 0.00 0.00 0.00 0.00 380.00 380.00
(0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Repayment of Loan 0.00 0.00 0.00 0.00 80.00 80.00
(0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Interest on Loan recd. 0.00 0.00 0.00 0.00 12.13 12.13
(0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Outstanding Balance As at year end 0.00 0.00 0.00 0.00 300.00 300.00
Loans (receivable) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
Amount Receivable 0.00 0.00 0.00 0.00 69.14 69.14
(0.00) (0.00) (0.00) (0.00) (7.17) (7.17)
RELATED PARTY TRANSACTIONS (Financial Year 2006-07)
Related Party Disclosures, as required by Accounting Standard - 18 is as below:
A. Relationships:
(i) Subsidiary of the Company:- Shri Chamundeswari Minerals Limited
(ii) Directors of the Company :-
Shri N. Gopalaswamy, Shri R.L. Bhatia, Shri Barunjee and Shri P.D.Mathur.
(iii) Promoters of the Company/Relatives of the Promoter Directors :-
Shri J.H. Dalmia, Shri Y.H. Dalmia, Shri Gautam Dalmia, Shri Puneet Dalmia and their relatives, Shri V.H.
Dalmia, Smt. Kavita Dalmia, Smt. Bela Dalmia, Smt. Anupama Dalmia, Smt. Avantika Dalmia,Kumari Shrutipriya
Dalmia, Kumari Sukeshi Dalmia, Kumari Vaidehi Dalmia, Kumari Sumana Dalmia and Kumari Avanee Dalmia.
86
Shri Nataraj Ceramic And Chemical Industries Limited
(iv) Enterprises controlled by Directors of the Company: - NIL
(v) Enterprises controlled by the Promoters of the Company :-
Rama Investment Company Private Limited, Puneet Trading & Investment Company Private Limited, Kavita
Trading & Investment Company Private Limited, Sita Investment Company Limited, Mayuka Investment Lim-
ited, Kanodia Commercial Limited, Ankita Pratisthan Ltd., Kajal (India) Limited, Himgiri Commercial Lim-
ited, Valley Agro Industries Limited, Alirox Abrasives Limited, Shree Nirman Limited, Dalmia Electrodyne
Technologies Ltd., Zip Ahead.Com Limited, Keshav Power Private Limited, Dalmia Cement (Bharat) Limited,
Kanika Investment Limited, Ishita Properties Limited, D.I. Properties Limited, Avnija Properties Limited, Shri
Rangam Properties Limited, Geetee Estates Limited, Hemshila Properties Limited, Himshikhar Investment
Limited, Dalmia Minerals & Properties Limited, Shree Radha Krishna Broker & Holdings Limited, Seeta
Estates & Brokers Limited, Shri Rangam Brokers & Holdings Limited, Arjuna Brokers & Minerals Limited,
Sri Kesava Mines & Minerals Limited, Sri Madhava Minerals & Properties Limited, Sri Shanmugha Mines &
Minerals Limited, Sri Swaminatha Mines & Minerals Limited Sri Subramanya Mines & Minerals Limited,
OCL India Limited, Avanee and Ashni Securities Private Limited, Sri Trivikrama Mines & Properties
Limited(w.e.f 26.09.06), Sri Dhandauthapani Mines & Minerals Limited(w.e.f.04.10.06), Sri Madhusudana
Mines & Properties Limited(w.e.f.04.10.06), Eswar Cements Private Limited(w.e.f.01.11.06), Dalmia Cement
(Meghalaya) Limited(w.e.f.27.03.07) and Anupama Investment Limited.
B. The following transactions were carried out with the related parties in the ordinary course of business :
(Rs. in lacs)
Nature Subsidiary Directors Promoters Director Promoter Total
of Transaction Company and their and their controlled controlled
relatives relatives enterprises enterprises
Shares purchased 0.00 0.00 0.00 0.00 0.00 0.00
(355.00) (0.00) (0.00) (0.00) (0.00) (355.00)
Sales of goods and services 0.00 0.00 0.00 0.00 1499.53 1499.53
(0.00) (0.00) (0.00) (0.00) (1296.59) (1296.59)
Purchase of goods and services 0.00 0.00 0.00 0.00 60.19 60.19
(0.00) (0.00) (0.00) (0.00) (60.35) (60.35)
Rent Payment 0.00 0.00 0.00 0.00 0.46 0.46
(0.00) (0.00) (0.00) (0.00) (0.46) (0.46)
Remuneration and Sitting 0.00 3.23 0.00 0.00 0.00 3.23
fees to Directors (0.00) (3.27) (0.00) (0.00) (0.00) (3.27)
Loans taken 0.00 0.00 0.00 0.00 0.00 0.00
(0.00) (0.00) (0.00) (0.00) (200.00) (200.00)
Repayment of loan 0.00 0.00 0.00 0.00 0.00 0.00
(0.00) (0.00) (0.00) (0.00) (200.00) (200.00)
Interest on loan received 0.00 0.00 0.00 0.00 0.00 0.00
(0.00) (0.00) (0.00) (0.00) (4.79) (4.79)
87
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XXI
AUDITOR’S QUALIFICATIONS
There were no qualifications in the Audit Report for the years ending 31st March, 2005, 2006, 2007, 2008 and 2009.
ANNEXURE XXII
Details of Subsidiary of the Company
Shri Chamundeswari Minerals Limited
Shri Chamundeswari Minerals Limited was incorporated on 24-1-1980. SNCCIL holds 100% of its paid-up share capital.
It is engaged in the business of Mining.
The profits and losses and the assets and liabilities of each of the Company’s subsidiaries are as set out hereunder:
STATEMENT OF PROFIT AND LOSS OF SHRI CHAMUNDESWARI MINERALS LIMITED
(Rs. In Lacs)
As at 31st March (audited)
Particulars 2008-09 2007-08 2006-07 2005-06 2004-05
Income 0.24 0.26 0.71 0.15 0.13
Total Expenses 0.63 0.62 1.94 0.92 1.22
Profit/(Loss) before Tax (0.39) (0.36) (1.23) (0.77) (1.09)
Taxation 0.00 0.00 0.00 0.00 0.00
Profit/(Loss) after Tax (0.39) (0.36) (1.23) (0.77) (1.09)
Surplus/(Deficit) brought forward from last year (3.29) (2.93) (1.70) (0.93) 0.16
Balance carried forward to Balance Sheet (3.68) (3.29) (2.93) (1.70) (0.93)
ANNEXURE XXIII
STATEMENT OF ASSETS AND LIABILITIES OF SHRI CHAMUNDESWARI MINERALS LIMITED
(Rs. In lacs)
LIABILITIES 2008-09 2007-08 2006-07 2005-06 2004-05
Equity Capital 4.00 4.00 4.00 4.00 4.00
Preference Capital 356.00 356.00 356.00 356.00 1.00
Reserves and Surplus 0.00 0.00 0.00 0.00 0.00
360.00 360.00 360.00 360.00 5.00
ASSETS
Net Fixed Assets 1.43 1.43 1.43 1.43 1.43
Investments 355.00 355.00 355.00 355.00 0.00
Current Assets, Loans and Advances 0.96 0.75 0.58 0.30 0.60
Less: Current Liabilities and Provisions 1.07 1.00 1.00 0.02 0.09
Net Current Assets (0.11) (0.25) (0.42) 0.28 0.51
Miscellaneous Expenditure 0.00 0.53 1.06 1.59 2.13
Profit & Loss A/c 3.68 3.29 2.93 1.70 0.93
360.00 360.00 360.00 360.00 5.00
EPS (Rs.) (0.98) (0.90) (3.07) (1.92) (2.72)
88
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XXIV
NOTES FORMING PART OF ACCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES:
Fixed Assets:
Fixed assets are stated at cost.
Miscellaneous Expenditure:
Preliminary expenses are written off over a period of 5 years.
Recognition of Income & Expenditure:
The Company is following the mercantile system of accounting and the income and expenses are recognised on
accrual basis.
Contingent Liabilities:
Contingent liabilities are not provided for in the accounts and are separately shown in the Annual Statement of
Accounts.
2. Deferred tax assets as per Accounting Standard-22 on account of carry forward losses has not been made as there is
no convincing evidence that sufficient future taxable income shall be available against which such deferred tax
assets can be realised.
3. Related Party Disclosures, as required by Accounting Standard - 18, and SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations, 1997 is as below :
A. Relationships :
(i) Directors of the Company :-
Shri M.L. Dujari, Shri R.K. Agarwal and Shri C.N. Maheshwari.
(ii) Promoters of the Company :-
Shri J.H. Dalmia and Shri Y.H. Dalmia.
(iii) Relatives of Promoters :-
Shri Gautam Dalmia, Shri Puneet Dalmia and their relatives, Shri V.H. Dalmia, Smt. Kavita Dalmia,
Smt. Bela Dalmia, Smt. Anupama Dalmia, Smt. Avantika Dalmia, Kumari Shrutipriya Dalmia, Kumari
Sukeshi Dalmia, Kumari Vaidehi Dalmia, Kumari Sumana Dalmia ,Kumari Avanee Dalmia and Mst.
Priyang Dalmia
(iv) Enterprises controlled by the Promoters of the Company :-
Shri Nataraj Ceramic and Chemical Industries Limited (Holding Co.), Kanika Investment Ltd, Ishita
Properties Ltd., D.I. Properties Limited, Dalmia Cement (Bharat) Ltd, Geetee Estates Limited, Avnija
Properties Limited, Shri Rangam Properties Limited, Hemshila Properties Limited, Himshikhar
Investment Limited, Dalmia Minerals & Properties Limited, Shree Radha Krishna Broker & Holdings
Limited, Seeta Estates & Brokers Limited, Shri Rangam Brokers & Holdings Limited, Arjuna Brokers
& Minerals Limited, Sri Kesava Mines & Minerals Limited, Sri Madhava Minerals & Properties Limited,
Sri Shanmugha Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Subramanya
Mines & Minerals Limited, Sri Trivikrama Mines & Properties Limited. Sri Dhandauthapani Mines &
Minerals Limited, Sri Madhusudana Mines & Properties Ltd. and Landmark Property Development
Limited, Rama Investment Company Private Limited, Puneet Trading & Investment Company Private
Limited, Kavita Trading & Investment Company Private Limited, Mayuka Investments Limited, Ankita
Pratisthan Limited, Sita Investment Co. Limited, Himgiri Commercial Limited, Valley Agro Industries
Limited, Alirox Abrasives Limited, Shree Nirman Limited, Keshav Power Private Limited, Avanee and
Ashni Securities Private Limited,OCL India Limited, ZipAhead.Com Limited, Dalmia Cement Ventures
Limited and Dalmia Sugar Ventures Limited.
4. Previous year’s figures have been regrouped and/or re-arranged wherever considered necessary.
5. Other information required under para 4A, 4B, 4C & 4D to Part-II to Schedule-VI to the Companies Act, 1956 are
NIL.
89
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XXV
STATEMENT OF PROFIT & LOSS (ADJUSTED) - CONSOLIDATED
(Rs in Lacs)
As At 31st March
2009 2008 2007 2006 2005
INCOME
Sales:
Sales and Processing charges (Gross) 8,628.12 6,098.16 3,992.77 3,808.24 3,724.11
Less:- Inter Segments Transfer 790.70 729.29 458.45 499.21 496.28
7,837.42 5,368.87 3,534.32 3,309.03 3,227.83
Less :- Excise Duty 641.37 530.48 371.98 353.68 342.64
7,196.05 4,838.39 3,162.34 2,955.35 2,885.19
Other Income 251.28 239.17 306.68 92.56 83.23
Increase/(Decrease) in Inventories 5.62 173.88 (156.63) 106.93 156.56
Add/(Less):-Excise duty variation in
opening/closing stock (0.49) (19.63) 14.97 (6.63) (13.16)
5.13 154.25 (141.66) 100.30 143.40
Total Income 7,452.46 5,231.81 3,327.36 3,148.21 3,111.82
EXPENDITURE
Raw materials consumed 2,857.48 1895.52 776.09 726.95 778.05
Staff Cost 1,064.94 846.43 645.62 570.71 553.15
Manufacturing Expenses 1904.95 1302.61 942.70 1001.65 1100.62
Administrative Expenses 293.32 188.69 136.50 138.85 135.46
Selling Expenses 126.01 80.62 53.67 50.11 57.57
Interest & Finance Expenses 110.22 65.05 22.37 17.18 9.59
Depreciation/Amortization 136.17 94.01 79.38 84.01 69.98
Misc. Expenses w/off 0.01 1.30 0.56 0.23 0.12
Total Expenses 6,493.10 4,474.23 2,656.89 2,589.69 2,704.54
Profit before tax without adjustments 959.36 757.58 670.47 558.52 407.28
Prior Period Expenditure
(Net of Income)
Profit before tax after adjustments 959.36 757.58 670.47 558.52 407.28
Provision for Taxes
- Current Tax 260.00 230.00 225.00 190.00 130.00
- Deferred Tax 66.80 30.00 (15.00) 1.00 10.00
- Fringe Benefits Tax 9.50 8.50 5.46 7.67 0.00
Profit After Tax 623.06 489.08 455.01 359.85 267.28
Add : Surplus brought forward
from the previous year 2,106.37 1,690.69 1,235.68 875.83 608.55
2,729.43 2,179.77 1,690.69 1,235.68 875.83
90
Shri Nataraj Ceramic And Chemical Industries Limited
Appropriations :
Transfer to General Reserve 65.00 50.00 0.00 0.00 0.00
Interim Dividend 20.00
Proposed Dividend 40.00 0.00 0.00 0.00
Corporate Dividend Tax 6.80 3.40 0.00 0.00 0.00
Balance Carried to Balance Sheet 2,617.63 2,106.37 1,690.69 1,235.68 875.83
2,729.43 2,179.77 1,690.69 1,235.68 875.83
ANNEXURE XXVI
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES
(Rs in Lacs)
As at 31st March
2009 2008 2007 2006 2005
SOURCES OF FUNDS
1. Shareholders’ Funds
(a) Share Capital 80.00 80.00 80.00 80.00 79.97
(b) Reserves and Surplus 3076.45 2500.19 2034.51 1579.50 1219.65
Total shareholder’s Funds (Net Worth) 3156.45 2580.19 2114.51 1659.50 1299.62
2. Loan Funds
(a) Secured Loans 1594.63 611.15 173.71 216.66 283.98
(b) Unsecured Loans 125.00 125.00 125.00 125.00 148.01
3. Deferred Tax 204.50 137.70 107.70 122.70 121.70
TOTAL 5080.58 3454.04 2520.92 2123.86 1853.31
APPLICATION OF FUNDS
1. Fixed Assets
(a) Gross Block 3618.45 2672.85 2282.25 2228.67 2199.53
(b) Less: Depreciation 1794.28 1659.16 1582.11 1516.62 1443.48
(c) Net Block 1824.17 1013.69 700.14 712.05 756.05
(d) Capital Work in progress 162.41 8.47 77.73 0.15 0.85
2. Investments 355.03 766.50 1184.08 355.03 245.03
3. Current Assets,
Loans and Advances
(a) Inventories 1933.40 1254.48 744.26 845.31 695.89
(b) Sundry Debtors 1541.89 670.94 319.95 350.89 444.74
(c) Cash and Bank Balances 143.80 61.63 105.53 44.74 24.86
(d) Other Current Assets 3.12 11.07 12.31 11.31 14.06
(e) Loans and Advances 1390.10 1376.64 789.93 491.80 291.93
Sub Total 5012.31 3374.76 1971.98 1744.05 1471.48
91
Shri Nataraj Ceramic And Chemical Industries Limited
Less: Current Liabilities and Provisions
(a) Current Liabilities 1497.52 1052.86 867.68 367.62 464.23
(b) Provisions 775.82 657.05 546.40 321.40 158.00
Sub Total 2273.34 1709.91 1414.08 689.02 622.23
Net Current Assets 2738.97 1664.85 557.90 1055.03 849.25
Miscellaneous Expenses 0.00 0.53 1.07 1.60 2.13
TOTAL 5080.58 3454.04 2520.92 2123.86 1853.31
ANNEXURE XXVII
SIGNIFICANT ACCOUNTING POLICIES
1. Accounting Convention
The financial statements are prepared under historical cost convention on a going concern basis and comply with the
presentational requirements of the Companies Act, 1956 and mandatory accounting standards issued by the Institute
of Chartered Accountants of India. Revenues are recognized and expenses are accounted on their accrual with
necessary provisions for all known liabilities.
2. Principles of Consolidation
i) The consolidated financial statements relate to Shri Nataraj Ceramic and Chemical Industries Limited (“the
Company”) and its wholly owned subsidiary company. The consolidated financial statements have been
prepared on the following basis.
a. The financial statements of the Company and its subsidiary company have been combined on a line by
line basis by adding together the book values of like items of assets, liabilities, income and expenses,
after eliminating intra-group balances and intra-group transactions resulting in unrealised profits or
losses.
b. The consolidated financial statements have been prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented to the extent possible, in the
same manner as the Company’s separate financial statements.
ii) The subsidiary company considered in the consolidated financial statement is :
Name of the Company Country of incorporation % voting power held as at
31st March, 2009
Shri Chamundeswari Minerals Limited India 100%
3. Other Significant Accounting Policies
These are set out in the notes to accounts under “Significant Accounting Policies” of the financial statements of the
Company and Shri Chamundeswari Minerals Limited.
SIGNIFICANT NOTES ON ACCOUNTS TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. These are set out in the notes to accounts of the financial statements of the Company and Shri Chamundeswari
Minerals Limited.
2. The consolidated financial statements have been prepared in accordance with Accounting Standard (AS-21)
“Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.
92
Shri Nataraj Ceramic And Chemical Industries Limited
ANNEXURE XXVIII
CASH FLOW STATEMENT - (CONSOLIDATED)
(Rs. in lacs)
PARTICULARS 2009 2008 2007 2006 2005
A. Cash Flow from Operating Activities
Net Profit/(Loss) before Tax 959.36 757.58 670.47 558.52 407.28
Adjustments for :
Depreciation 136.17 94.01 79.38 84.01 69.98
Write-off of Fixed Assets & Lease Money 0.00 1.30 0.56 0.23 0.12
Preliminary Expenses write off 0.53 0.54 0.53 0.53 0.53
Loss on Sale of Fixed Assets 0.17 0.12 0.14 1.88 0.08
Loss on Sale of Investment 0.20
Profit on sale of :
- Fixed Assets (0.01) (10.85) (15.02) (1.81) (0.23)
- Investments (31.01) (0.22) (0.19) (11.73) 0.00
Interest paid 110.22 65.05 22.37 17.18 9.59
Interest received (32.30) (14.74) (6.97) (7.27) (2.93)
Dividend received (0.59) (32.64) (14.17) 0.00 0.00
Preliminary Expenses (2.66)
Operating Profit before Working
Capital changes 1142.74 860.15 737.10 641.54 481.76
Adjustments for :
Trade and Other Receivables (795.50) (805.26) (52.53) 62.00 (162.88)
Inventories (678.92) (510.22) 101.05 (149.42) (143.05)
Trade Payables 444.66 181.74 500.06 (96.61) (9.46)
Cash Flow from Operating Activities 112.98 (273.59) 1,285.68 457.51 166.37
Direct Taxes paid/Refunds received (Net) (268.99) (250.55) (215.66) (191.39) (128.70)
Fringe Benefits Tax (9.50) (8.50) (5.46) (7.67) 0.00
Net Cash Flow from Operating Activities (165.51) (532.64) 1,064.56 258.45 37.67
B. Cash Flow from Investment Activities
Purchase of Fixed Assets (1101.01) (339.76) (148.78) (43.94) (225.88)
Sale of Fixed Assets 0.26 10.89 18.05 3.85 0.33
Sale of Investments 443.08 467.80 40.00 256.73 0.00
Purchase of Investments (0.80) (50.00) (868.86) (355.00) (155.00)
Interest Received 32.30 14.74 6.97 7.27 2.93
Dividend Received 0.59 32.64 14.17 0.00 0.00
Net Cash from Investment Activities (625.58) 136.31 (938.45) (131.09) (377.62)
93
Shri Nataraj Ceramic And Chemical Industries Limited
C. Cash Flow from Financing Activities
Secured Loans 983.48 437.44 (42.95) (67.32) 267.73
Unsecured Loans 0.00 0.00 0.00 (23.01) (23.02)
Interest Paid (110.22) (65.05) (22.37) (17.18) (9.59)
Dividend Paid including Tax 0.00 (19.96) 0.00 0.00 0.00
Increase in Share Capital 0.00 0.00 0.03 0.00
Net Cash from Financing Activities 873.26 352.43 (65.32) (107.48) 235.12
D. Net increase in Cash and Cash equivalents 82.17 (43.90) 60.79 19.88 (104.83)
Cash and Cash Equivalents
Opening Balance 61.63 105.53 44.74 24.86 129.69
Closing Balance 143.80 61.63 105.53 44.74 24.86
Existing borrowing facilities as on 31.03.2009
The Company has the following existing loans outstanding in its books of accounts:
I. SECURED LOANS
a. EXISTING TERM LOAN FACILITIES:
(Rs. In lacs)
Sl. Name of the Bank Amount Amount Repaid till Principal Amount
No. Sanctioned Disbursed date Outstanding as
on 31.3.2009
1. AXIS BANK LTD. 950.00 950.00 47.50 902.50
2. AXIS BANK LTD. 400.00 400.00 175.00 225.00
3. AXIS BANK LTD. 200.00 200.00 162.50 37.50
Total 1550.00 1550.00 385.00 1165.00
b. EXISTING WORKING CAPITAL FACILITIES:
(Rs. in lacs)
Sl. No. Name of the Bank Amount Sanctioned
1. AXIS BANK LTD. 1150
Total 1150
Details of the above Term Loans are as under:
Term loan Repayment Interest Moratorium Prime/Collateral Guarantees
Rs. in lacs Period/Schedule (In %) for Principal security
Repayment
400 Rs. 25 Lacs per 11.00 6 months Secured by first charge over NIL
quarter (for a total of moveable fixed assets and
16 quarters) hypothecation of stocks and other
current assets as collateral
extensions.
200 Rs. 12.5 Lacs per 11.25 6 months Secured by hypothecation of all NIL
quarter (for a total of current assets of the company,
16 quarters) factory, land and building at
Dalmiapuram and Khambalia Units.
94
Shri Nataraj Ceramic And Chemical Industries Limited
950 Rs. 47.5 Lacs per 11.25 6 months Secured by hypothecation of all NIL
quarter (for a total of current assets of the company,
20 quarters) factory, land and building at
Dalmiapuram and Khambalia Units.
Details of the above Working Capital Facilities are as under:
Working Repayment Interest Moratorium Prime/Collateral sec Guarantees
Capital Period/Schedule (%)
1150 Renewed every year 11.00 N.A Secured by hypothecation of all NIL
stock of raw materials, semi-finished
goods, stores, spares, book debts and
moveable fixed assets at the
Dalmiapuram and Khambalia Units.
Details of the Non Fund Based Limits are as under:
Sanctioned By Amount Period Security
(Rs. in Lacs)
Axis Bank Ltd. 1200 Yearly Secured by hypothecation of all stock of raw materials,
semi-finished goods, stores, spares, book debts and
moveable fixed assets at the Dalmiapuram and
Khambalia Units.
II. UN-SECURED LOANS
(Rs. In lacs)
S.no Name of lender Amount
1 Dalmia Cement (Bharat) Limited 125
95
Shri Nataraj Ceramic And Chemical Industries Limited
FINANCIAL STATEMENTS OF GROUP COMPANIES
The information for the last 3 years based on the audited statements in respect of five listed group companies, irrespective
of whether these are covered under section 370(1)(B) of the Companies Act, 1956 or not are given hereunder:
1. Sita Investment Company Limited (SICL):
SICL was incorporated on March 13, 1974 under the Companies Act, 1956. SICL received certificate of commencement
of business on April 25, 1974. The Registered Office of the company is situated at 4, Scindia House, Connaught Place,
New Delhi-110001. The Company is a registered NBFC. Its RBI registration no. is 14.00330.
The shares of SICL are presently listed on Calcutta Stock Exchange Association Limited. The company has, however,
initiated the process of getting itself delisted from the said stock exchange vide resolution passed in Board meeting dated
November 28, 2008 and EGM dated December 26, 2008. It has also received the NOC from the Stock Exchange for
using electric linked transparent facility to make reverse Book Building Process vide its lette dated June 02, 2009.
It is engaged in Investment Business.
The main objects of the Company are as under:
(a) Main objects:
1. To carry on the business of an investment Company in all its aspects and branches, and for that purpose (a) to
subscribe, take, purchase, or acquire by gift exchange or otherwise and to hold, issue, reissue, sell, deal or
otherwise dispose of shares (whether fully paid or partly paid), stock, debentures, debenture stock, bonds,
notes, obligations and securities issued or guaranteed, by any company, debentures, debenture stock, bonds,
notes, obligations and securities issued or guaranteed by any government sovereign ruler, commissioners,
public body or authorities, supreme, dependant municipal, local or otherwise in any part of the world, (b) to
lend money with or without security (c) underwrite shares, debentures, debenture stock, bonds and notes.
2. To acquire any such shares, stock, debentures, debenture stock, bonds, notes, obligations or securities by
original subscription, contract tender, purchase, exchange, underwrite, participate in syndicates or by gift or
otherwise and whether or not fully paid up, and to subscribe for the same, subject to such terms and conditions
(if any) as may be thought fit.
3. To exercise and enforce all rights and powers conferred by or incident to the ownership of any such shares,
stock, obligations or other securities including without prejudice to the generality of the foregoing, all such
powers of veto or control as may be conferred by virtue of holding by the Company of some special proportion
of the issued or nominal amount thereof.
4. To carry on the business of Issue House for issue of shares, debentures, debenture stock, bonds and for that
purpose, arrange for underwriters, brokers, bankers, advisers, act as Registrars for companies, as a service
organisation in all its respects, arrange and assist in the arrangement of finance and knowhow for project, or
collaborators for projects, whether in India or elsewhere.
The Directors on the Board of SICL are:
S.no Name Status Designation DIN
1. Shri J. H. Dalmia Promoter, Non- Executive Director 00009717
2. Shri Gautam Dalmia Promoter, Non- Executive Director 00009758
3. Shri L. N. Goyal Independent, Non- Executive Director 00019772
Authorized Capital: The authorized share capital of the Company is Rs.49655000 divided in to 4765500 Equity shares of
Rs. 10 each and 20000 6% Non- Cumulative Redeemable Preference shares of Rs. 100/- each.
Brief Audited Financials of SICL are as follows:
Amount in Rs. Lacs
Particulars March 31, 2007 March 31, 2008 March 31, 2009
Total Paid up Capital 10.00 26.83 26.83
Paid up Equity Capital 10.00 10.33 10.33
Reserves & Surplus 451.56 2047.74 2119.48
96
Shri Nataraj Ceramic And Chemical Industries Limited
Sales/Total Income 93.21 273.69 195.91
Profit/(Loss) after Tax (PAT) 91.69 248.24 71.74
Earning per Share (Rs.) 91.69 240.20 69.42
NAV (Rs.) 461.56 1959.42 2028.84
STATEMENT SHOWING SHAREHOLDING PATTERN
I (a) Statement showing Shareholding Pattern Quarter ended 31st March 2009
Scrip Code:
Category Category of * No. of Total No. No. of shares Total shareholding as a Shares Pledged
Code shareholder shareholders of shares held in percentage of total or otherwise
dematerialized number of shares encumbered
form
As a As a Number of As a
percentage percentage Shares percentage
of (A+B) of (A+B+C)
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) = (VIII)
/(IV)*100
(A) Promoter and
Promoter Group
(1) Indian
(a) Individuals/Hindu 3 26393 - 25.54 - - -
Undivided Family
(b) Central Government / - - - - - - -
State Government(s)
(c) Bodies Corporate 2 50870 - 49.22 - - -
(d) Financial Institutions / - - - - - - -
Banks
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(1) 5 77263 - 74.76 - - -
(2) Foreign
(a) Individuals (Non- - - - - - - -
Resident Individuals/
Foreign Individuals
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Any Other (specify) - - - - - - -
Sub-Total (A)(2) - - - - - - -
Total Shareholding of
Promoter and
Promoter Group
(A)=(A)(1)+(A)(2) 5 77263 - 74.76 - - -
97
Shri Nataraj Ceramic And Chemical Industries Limited
(B) Public shareholding
(1) Institutions
(a) Mutual Funds/UTI - - - - - - -
(b) Financial Institutions / - - - - - - -
Banks
(c) Central Government - - - - - - -
/ State Government(s)
(d) Venture Capital Funds - - - - - - -
(e) Insurance Companies - - - - - - -
(f) Foreign Institutional - - - - - - -
Investors
(g) Foreign Venture Capital - - - - - - -
Investors
(h) Any Other (specify) - - - - - - -
Sub-Total (B)(1) - - - - - -
* Shares held by same
persons in different
folioshave been
clubbed together
(2) Non-institutions
(a) Bodies Corporate 5 21277 - 20.59 - - -
(b) Individuals -
(i) Individual shareholders 7 4804 - 4.65 - - -
holding nominal share
capital upto Rs.1 lac.
(ii) Individual shareholders 0 0 - - - - -
holding nominal share
capital in excess of
Rs.1 lac.
(c) Any Other (specify)
Director 1 1 0.00 -
Sub-Total (B)(2) 13 26082 - 25.24 - - -
Total Public 13 26082 - 25.24 - - -
Shareholding
(B) = (B)(1) + (B)(2)
Total ( A)+(B) 18 103345 - 100.00 - - -
(C) Shares held by - - - - - - -
Custodians and against
which Depository
Receipts have been
issued
GRAND TOTAL
(A)+(B)+( C) 18 103345 - 100.00 - - -
98
Shri Nataraj Ceramic And Chemical Industries Limited
I (b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”
Quarter ended: 31st March 2009
Sr. No Name of the shareholder Total shares held Shares Pledged or otherwise encumbered
Number As a percentage Number As a percentage As a percentageof grand total (VI)=(V)/(III)*100 of grand total of
(A) + (B)+ (C) (A) + (B)+ (C) ofsub clause I(a)
(I) (II) (III) (IV) (V) (VI) (VII)
1 Kavita Trading and 47525 45.99 - - -Investment Co. Pvt. Ltd.
2 Shri Jai Hari Dalmia 22193 21.47 - - -
3 Ishita Properties Limited 3345 3.24 - - -
4 Shri Gautam Dalmia 3200 3.10 - - -
5 Smt Kavita Dalmia 1000 0.97 - - -
Total 77263 74.76 - - -
(1) (c) Statement showing Shareholding of persons belonging to the category “Public and holding more than
1% of the total number of shares
Sr. Name of the Number of Shares as a percentage of total
No. shareholder shares number of shares {I.e.,GrandTotal
(A)+(B)+(C) indicated in Statement
at para (1)(a) above.}
1 Chicky Traders Private Limited 5000 4.84
2 Radar Commercial Private Limited 5000 4.84
3 Vista T V Company Limited 5000 4.84
4 Vikas Consultants Private Limited 4677 4.53
5 Aditya Tulsyan 1900 1.84
6 Rasendu Poddar 1900 1.84
7 Pluto Trade Links Limited 1600 1.55
Total 25077 24.27
Top 10 Shareholders as on 31.03.2009:
Sr. No. Name of Shareholder No. of Shares % of Shareholding
1 Kavita Trading & Investment Co. Pvt. Ltd. 47525 45.98
2 Shri Jai Hari Dalmia 22193 21.47
3 Chicky Traders Pvt. Ltd 5000 4.84
4 Radar Commercial Pvt. Ltd 5000 4.84
5 Vista TV Company Ltd. 5000 4.84
6 Vikas Consultants Private Limited 4677 4.53
7 Ishita Properties Limited 3345 3.24
8 Shri Gautam Dalmia 3200 3.10
9 Aditya Tulsyan 1900 1.84
10 Rasendu Poddar 1900 1.84
Total 99740 96.52
99
Shri Nataraj Ceramic And Chemical Industries Limited
Details of Prices of Shares:
The highest and lowest market price of shares during the preceding six Months:
The shares of SICL are listed on Calcutta Stock Exchange Association Limited. The Higest and Lowest prices of the
shares of the Company is not available since the shares of the Company are not frequently traded.
Status of Investor Complaints for the period 01/04/2009 TO 31/05/2009
Sl. No. Description Received Resolved Pending
1 Share Transfers Nil Nil Nil
2 Transmission/deletion of name Nil Nil Nil
3 Issue of Duplicate share certificates Nil Nil Nil
4 Issue of duplicate/re-validated dividend/interest warrants Nil Nil Nil
5 Non-receipt of Annual report Nil Nil Nil
6 Change of Address Nil Nil Nil
7 Sub Division/ Consolidation/ Split up Nil Nil Nil
Total Nil Nil Nil
Details of public or rights issue in the preceding three years: The company has not made any public or rights issue of
securities in the preceding three years. However, the Company has made a preferential issue of 16500 6% Non cumulative
redeeemable preference shares of Rs 100 each in the year 2008. It has also issued 3345 equity shares of Rs. 10 each in lieu
of 334500 shares of Anupama Investment Limited pursuant to its merger into SICL.
Information regarding adverse factors related to the company:
* The company has not become a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.
* The Company is not under winding up.
The company has not made a loss in the immediately preceding year.
2. OCL India Limited (OCL):
OCL was originally incorporated on 11th October, 1949 as Orissa Cement Limited under the Companies Act, 1913.
Name of the Company was changed to OCL India Limited w.e.f. 15th January, 1996.The Registered Office of the
company is situated at Rajgangpur, District- Sundergarh, Orrisa 770 017. It is engaged in the business of cement
manufacturing and refractory production. The shares of OCL are listed on NSE and BSE.
The main objects of the Company are as under:
(1) To produce, manufacture, refine, prepare, import, export, purchase, sell and generally to deal in all kinds of
cement (ordinary, white, coloured, portland, alumina, blast furnace, silica, etc, etc.), cement products of any
description (pipes, poles, asbestos sheets, blocks, tiles, garden-wares, etc. etc.), lime, limestone and/or by-
products thereof, and in connection therewith to take on lease or acquire, erect, construct, establish operate
and maintain cement factories, quarries and collieries workshops and other works.
(2) To produce, manufacture, treat, purchase, sell or otherwise deal with;
(a) Bricks, Tiles, Pipes: Pottery, Earthen-ware, sanitary-ware, China and Terracotta, Refractories and Ceramic-
ware of all kinds.
(b) Colours, Paints, Varnishes, etc.
(c) Caustic Soda, Chlorine and other allied products.
(d) Sulphuric Acid, Sulphates, Alums and other allied products.
(e) Grinding of Oil-seeds, Refining of Oil, Manufacture of Soap, etc.
100
Shri Nataraj Ceramic And Chemical Industries Limited
(f) Midget electrodes, carbon rods of all kinds, electrodes of all kinds, batteries, battery cells, bulbs, wires,
cables, dynamos, motors, fans, stoves and all other electrical goods, radios, transistors, all kinds of
electronic goods, materials, products and equipment including all kinds of Televisions, computers, computer
hardware, computer software, computer peripherals, integrated and hybrid circuits, printed circuits, all
kinds of films tapes, disks etc. pertaining to designing and simulation including Computer Aided Designing,
Computer, aided Engineering, Computer Aided Manufacturing, architectural and product designs, garment
and carpet styling, factory simulation,medical imaging, image processing and mapping, motion films,
digital magnetic video films, short and documentary films, advertisement and publicity films, special
effects films, TV films computer animation films, cell animation films, manual animation films, laser
produced films, video games, TV serials, transparencies, bromides, video software, audio tapes and disks,
video tapes and disks compact disks, laser disks, tape recorders and players, disk recorders and players
prerecorded tapes and disks of all kinds audio and visual communications equipment, audio equipment,
video equipment, projectors, microprocessors, all or any parts required for any of the above.
[2(f) As per Special Resolution passed at the Annual General Meeting held on the 21st day of September,
1989.]
(g) All Kinds of calcium carbonate, all chemicals, basic, intermediary or otherwise all varieties of Alkalis
acids, drugs, fungicides and pesticides, fertilizers and petrochemicals of all kinds, pharmaceutical,
Medicinal and chemical preparations;
(h) All kinds and classes of paper. Board and pulp, cutlery, knives, scissors, razors and lades;
(i) Sugar, sugar products, confectionary, dry and preserved fruits, juices, vegetables, bread, flour, biscuits,
baking materials, processed foods, vegetable oils, containers of all kinds and description;
(j) All kinds of cotton, silk, artificial silk, woolen, linen, jute, hemp, synthetic fibres and yarn, textiles or
other articles made of anyone or more of these;
(k) Rubber, natural and synthetic, leather, imitation leather, leather cloth, plastic, oil cloth, linoleum, hospital
sheetings and all other articles of any description made from or prepared with rubber, leather or plastic;
(l) Abrassives in all forms, alumina, aluminium and all derivatives therefrom;
(m) Ships, boats, barges, tugs and all other vehicles of water transport of all kinds and description.
(As per Special Resolution passed at Ordinary General Meeting held on 30th day of October, 1973)
(2A) To process, convert, treat, manipulate or manufacture all kinds of food stuffs, oil seeds, vegetables, vegetable
products, fruits, grass, timber, bamboo, straw, cotton, jute, rubber, sugarcane, tea, coffee, coconuts, cashew
nuts, tobacco and other articles that are the produce of land or soil and to sell, purchase and deal in the same
as Principals or Agents.
(As per Special Resolution passed at the Annual General Meeting held on 29th day of September, 1997)
(2B) To carry on business as dealers in, and producers of dairy, farms, and garden produce of all kinds, and in
particular milk, cream, butter, ghee, cheese, poultry and eggs, fruits and vegetables.
(2C) To carry on the business of iron founders, steel founders, non-ferrous metal founders, mechanical engineers,
structural engineers. electrical engineers, manufacturers of cast iron and steel pipes, manufacturers of grinding
medias, manufacturers of agricultural implements, other machineries, airconditioners, refrigerators, consumer
and domestic appliances, tool makers, metal workers boiler makers, mill wright machinists, iron and steel
converters.
(2D) To carryon the business of builders, contractors, promoters of all types of construction including Roads,
bridges, towers, factory buildings, residential flats, dwelling houses, hotels, restaurants, shops, officers, and
for that purpose, organise, incorporate and manage co-operative societies.
(2E) To deal in purchase, sale, exchange and/or transfer of securities, shares, debentures and all other forms of
investments either for ready or on forward transactions and to carry on all kinds of investment business.
(2F) To carryon the business of the letting on hire, hire purchase or easy payment system of appliances, fittings,
machines, equipments, vehicles, furniture wireless and television receivers and other apparatus and all other
things of Whatsoever nature of description capable of inclusion in this class of business.
101
Shri Nataraj Ceramic And Chemical Industries Limited
(As per Special Resolution passed at Ordinary General Meeting held on 30th day of October, 1973)
(2G) To Carry on the business of producers, creators, directors, buyers, sellers, suppliers,· exporters, importers,
hirers, contractors, stockists, distributors, repairers, consultants and dealers of and in all kinds of descriptions
of:
i) electronic components, devices, systems, appliances and testing equipments;
ii) photocopiers, fax machines, data processing machines, accounting and business machines, transformers;
iii) sound production and recording including recording of analogue and digital sound dialogues and music,
iv) all kind of publishing and printing including desk top publishing, offsets printing, laser printing of
brochures, pamphlets, magazines, periodicals, books maps, newspapers, annual reports, tourist and
other literature.
v) equipments for all kinds of advertisement, publicity and campaigning;
vi) conductors, semiconductors, resistors capacitors, inductors, coils, connectors, display devices;
vii) transistors, diodes, photo transistors, photo diodes, silicon transistors and related items, and equipment
utilizing such devices;
viii) telephone of telegraph equipment, studio equipment, sound equipment and amplifying equipment etc.
(As per Special Resolution passed at the Annual General Meeting held on 21st day of September, 1989)
(2H) To carry on the business of supply of skilled manpower to overseas countries.
(2I) To carry on the business of Power Generation including Wind Power Generation and distribution and transmission
of the power.”
(As per special resolution passed by the shareholders through postal ballots and declared on n 17h September
2007)
3. To carry on any business relating to the mining and working of minerals, the production and working of
metals, and the production, manufacture, and preparation of any other materials Which may be usefully or
conveniently combined with the engineering or manufacturing business of the Company, or any contracts
undertaken by the Company, and either for the purpose only of such contracts or as an independent business.
(3A) To carry on the business of manufacture, purchase, sale, or, otherwise deal in all varieties of Sponge iron, pig
iron, cast iron, re-rolling products, alloy steels, special steels and any other kinds and grades of iron or steel
or any by-products thereof including fabrication and machining thereof.
(As per special resolution passed by the shareholders through postal ballots and declared on 17th September
2007)
(4) To construct, Improve, maintain, develop, work, manage, carry out or control any roads, ways tramways,
railways branches or sidings, bridges reservoirs, water courses, wharves, manufactories, ware houses, electric
works, shops, stores, and other, works and conveniences which may seem calculated directly or indirectly to
advance to Company’s interests, and to contribute to, subsidize or otherwise assist or take part in the construction,
improvement, maintenance, working, management, Carrying out or control thereof.
(5) To buy, sell, import, export, manipulate, prepare for market, and deal in merchandise of all kinds, and generally
to carry on business as merchants, importers and exporters and to buy, sell and deal in property of all kinds.
(6) To carry on the business of contractors, clearing and forwarding agents, general carriers of passengers and
goods bonded car-man, and common car-man.
(7) To carry on the business of insurance agents of all types of insurance work for any Insurance company.
(8) (a) To undertake, transact and execute all kinds of agency business and render all kinds of services technical,
managerial or otherwise including all kinds of computer software services and services of designing and
simulation, computer aided designing, computer aided engineering computer aided manufacturing,
architectural and product designing, garment and carpet styling, factory simulation, medical imaging,
102
Shri Nataraj Ceramic And Chemical Industries Limited
image, processing, mapping of all kinds, sound production and recording of all kinds including recording
of analogue and digital sound dialogues and music, rendering services of all kinds computer aided or
otherwise of publishing and printing including Desk Tap Publishing, Offset printing, laser printing, making
far others all kinds of films including motion films, digital and magnetic and video films, short and
documentary films, advertisement and publicity films, special effects films, TV films, computer animation
films, cell animation films, manual animation films, laser produced films, making far others transparencies
bromides and video software etc. making far others all kinds of advertisement, Publicity and campaigns
with electronic equipment computer software or otherwise.
(As per Special resolution passed at the Annual General Meeting held an 21st day of September 1989)
(8) (b) To act as Advisers, Consultants or Manager and to. render advice assistance, guidance, in any capacity
whatsoever to. any person, Firm or Company, an all aspects of business, organization and industry and
to. advise upon the means and methods far extending, developing all types of business and Industry and
all systems or processes relating to. production, storage, distribution, marketing and sale of goods and/
or relating to. rendering or services.
(As per Special October, 1973) Resolution passed at Ordinary General Meeting held an 30th day of
(9) To receive money, securities and valuables of all kinds an deposit or safe custody an any terms.
(10) To borrow, raise or secure the payment of money in such manner as the Company shall think fit, and in particular
by the issue of debentures, or debenture stack, perpetual or otherwise, charged upon all or any of the Company’s
property, bath present and future, including its un-called capital, and to. purchase, redeem, or pay off any such
securities.
(11) To lend money, securities or other property, either with or without security, to. such, persons or companies and
an such terms as may seem expedient, and in particular to.customers and others having dealings with the
Company, and to. guarantee the performance of contracts by any such persons or companies.
(12) To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of
lading, warrants, debentures and other negotiable or transferable instruments,
(13) To Invest and deal with the moneys of the Company in such manner as may, from time to time, be determined
by the directors.
(14) To purchase or otherwise acquire, issue, re-issue, sell, place, and deal in shares, stocks, bands, debentures and
securities of all kinds.
(15) To take or otherwise acquire, and hold shares in any other company having objects altogether or in part
similar to. those of this Company or otherwise, or carrying on any business capable of being conducted so as
directly or indirectly to benefit this company.
(16) To apply ‘far, purchase, or otherwise acquire any patents, brevets invention, licences. concessions and the like
conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any
invention ‘which may seem capable of being used far any of the purposes of the Company, or the acquisition
of which may seem calculated directly or indirectly to benefit the Company, and to. use, exercise, develop or
grant licences in respect Of, or otherwise turn to account the property rights or information so acquired.
(17) To acquire and undertake the whole or any part of the business, property and liabilities of any person or company
carrying on any business which the Company is authorized to carry on, or possessed of property suitable for the
purposes of this Company.
(18) To construct, maintain, and alter any buildings or works, necessary or convenient for the purposes of the
Company.
(19) Generally to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property,
and rights or privileges which the company may think necessary or convenient for the purposes of its business
and in particular any land, buildings, easements, machinery, plant, and stock-in-trade.
(20) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account, or
otherwise deal with, all or any part of the property and rights of the company.
(21) To enter into contracts of indemnity and to indemnify any party or become sureties against any debts, obligations
103
Shri Nataraj Ceramic And Chemical Industries Limited
or liabilities.
(22) To enter into any contract or agreement of guarantee.
(23) To guarantee or become sureties for the performance of any agreement or contract of any party or parties or for
the discharge of any duty or obligation of any party or parties or the payment of money by any party or parties.
(24) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint
adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or
about to carry on or engage in any business or transaction which this Company is authorized to carry on or
engage in, or any business or transaction capable of being conducted so as directly OF indirectly to benefit this
Company. And to lend money to guarantee the contracts, or otherwise assist, any such person or company, and
to take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue, with or
without guarantee, or otherwise deal with the same.
(25) To enter into any arrangements with any Governments or authorities, supreme, municipal, local, or otherwise,
that may seem conducive to the Company’s objects, or any of them, and to obtain from any such Government
or authority, any rights, privileges and concessions which the Company may think desirable to obtain, and to
carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(26) To remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place
or guaranteeing the place of any or the shares in the Company’s capital, or any debenture stock or other
securities of the Company or in or about the formation or promotion of the Company or the conduct of its
business.
(27) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, and
conveniences calculated to benefit employees or ex-employees of the Company or its predecessors in business
or the dependants or connections of such persons, and to grant pensions and allowances, and to make payment
towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition,
or for any public, general or useful object.
(28) To make donations to such persons and in such cases, and either of cash or other assets, as the Directors may
think directly or indirectly conducive to any of the company’s objects otherwise considered expedient.
(29) To undertake and execute any Trust, the undertaking of which may seem desirable to the Directors, to make or
receive gifts of any kind, cash or otherwise, for any purpose atsoever.
(As per Special Resolution passed at Ordinary General Meeting held on 30th day of October, 1973)
(30) To promote any company or companies for the purpose of acquiring all or any of the property, rights and
liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to
benefit this Company.
(31) To from, constitute, and promote companies, syndicates, associations, and undertaking of all kinds.
(32) To carry on and undertake any business transaction or operation commonly carried on or undertaken by
promoters of companies, financiers, concessionaries, contractors for public and other works, capitalists,
merchants, traders, and to carry on any other business which may seem to the company capable of being
conveniently carried on in connection with the above objects, or calculated, directly or indirectly, to enhance
the value of, or render profitable, any of the Company’s property or rights.
(33) To carry on any other business, whether manufacturing or otherwise, which may seem to the Company
capable of being conveniently carried on in connection with the above or calculated directly or indirectly to
enhance the value of or render profitable any of the Company’s property or rights.
(34) To promote the establishment, carrying on, and development of trades and businesses or all kinds within any
territories in which the Company is interested, and to subsidise, grant special rights to, or otherwise assist,
support, protect, or encourage all persons and companies engaged or proposing to engage therein.
(35) To adopt such means of making known the products of the Company as may seem expedient, and in particular
by advertising in the press, by purchase and exhibition of works of art or interest, by publication of books and
periodicals, and by granting prizes, rewards and donations.
104
Shri Nataraj Ceramic And Chemical Industries Limited
(36) To sell or dispose of the undertaking of the Company or any part thereof and all or any of the property of the
Company for cash or for stock, for shares or securities of any other company or for such other consideration as
the Directors may think fit.
(37) To obtain any provisional order or Act of legislature for enabling the Company to carry any of its objects into
effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may
seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly,
to prejudice the Company’s interest.
(38) To procure the Company to be registered or recognised in any foreign country or place.
(39) To do all or any of the above things in any part of the world and as principals, agents, contractors, trustees or
otherwise, and by or through trustees, agents, or otherwise, and either alone or in conjunction with others.
(40) To do all such other things as are incidental or conducive to the attainment of the above objects.
And it is hereby declared that the world “Company” in this clause shall be deemed to include any partnership
or other body of persons, whether incorporated, or not incorporated, and whether domiciled in India or
elsewhere, and the intention is that the objects specified in each paragraph or this clause shall, except where
otherwise expressed in such paragraph, be independent main objects, and shall be in no way limited or
restricted by reference to or inference from the terms of any other ‘paragraph or the’ name or the company.
The Directors on the Board of OCL are:
Sl. No. Name Status Designation DIN
1. Shri Pradeep Kumar Khaitan Non-executive and Non-independent Chairman 00004821
2. Shri D.N.Davar Non-executive and Independent Director 00002008
3. Dr. S.R.Jain Non-executive and Independent Director 00364293
4. Dr. Ramesh C Vaish Non-executive and Independent Director 01068196
5. Shri V.P.Sood Executive and Non-independent WholeTime Director 00092593
6. Shri Puneet Dalmia Non-executive and Non-independent Director 00022633
Authorized Capital: The authorized share capital of the Company is Rs.15,00,00,000 divided in to 1,00,000 shares of
Rs. 100/- each and 7,00,00,000 shares of Rs. 2/- each.
Brief Audited Financials of OCL are as follows:
(Rs. In Lacs)
Particulars March 31, 2007 March 31, 2008 March 31, 2009
Equity Capital 891.45 1138.50 1138.50
Paid up Capital 891.45 1138.50 1138.50
Reserves & Surplus 35902.72 54171.56 64780.40
Total Income 84194.35 80312.61 114425.47
Profit/(Loss) after Tax (PAT) 7751.93 11614.55 11574.28
Earning per Share(Rs.) 18.46 21.58 20.34
NAV(Rs.) 81.74 97.21 115.85
Shareholders Details:
Name of the Company : OCL INDIA LIMITED
105
Shri Nataraj Ceramic And Chemical Industries Limited
Quarter ended : 31st March, 2009
Category Category of No. of Total No. No. of Shares Total shareholding Shares pledged
Code Shareholder Share of Shares held in as a percentage or otherwise
holders Dematerialize of total no. encumbered
Form of shares
As a As a No. of As a
percentage of percentage Shares percentage
(A+B) of (A+B+C) (VIII) (IX)=(VII) /
(IV)*100
(A) Shareholding of 0.00
Promoter and
Promoter Group 0.00
(1) Indian 0.00
(a) Individuals/ Hindu 7 17447936 17447936 30.66 30.66 0 0.00
Undivided Family
(b) Central Government 0.00 0.00 0 0.00
/ State Governments
(C) Bodies Corporates 2 12911086 12911086 22.69 22.69 0 0.00
(d) Financial Institutions 0.00 0.00 0.00
/Banks
(e) Any Others(specify) 0.00 0.00
(f) Trust-1 7 9318409 6252894 16.38 16.38 50000 0.54
Trust-2 1 20708 20708 0.04 0.04 0 0.00
Sub -Total (A)(1) 17 39698139 36632624 69.77 69.77 50000 0.13
(2) Foreign 0.00
(a) Individuals (Non- 0.00 0.00 0 0.00
Resident Individuals/
ForeignIndividuals)
(b) Bodies Corporates 0.00 0.00 0 0.00
(c) Institutions 0.00 0.00 0 0.00
(d) Any Other (Specify) 0.00 0.00 0 0.00
Sub-Total (A)(2) 0 0 0 0.00 0.00 0 0.00
Total Shareholding of 17 39698139 36632624 69.77 69.77 50000 0.13
Promoter and
Promoter Group
(A)=(A)(1)+(A)(2)
(B) Public shareholding N.A 0.00
(1) Institutions 0.00
(a) Mutual Funds/UTI 2 24500 0.04 0.04 0.00
(b) Financial Institutions 22 60100 27855 0.11 0.11 0.00
/Banks
106
Shri Nataraj Ceramic And Chemical Industries Limited
(c) Central Government 0.00
/State Governments
(d) Venture Capital Funds 0.00 0.00 0.00
(e) Insurance Companies 1 35275 35275 0.06 0.06 0.00
(f) Foreign Institutional 10 189811 189511 0.33 0.33 0.00
Investors
(g) Foreign Venture 0.00 0.00 0.00
Capital Investors
(h) Any Other (Specify) 0.00 0.00 0.00
Sub-Total (B)(1) 35 309686 252641 0.54 0.54 0.00
(2) Non-Institutions 0.00
(a) Bodies Corporates 443 8237070 6853931 14.48 14.48 0.00
(b) Individuals 0.00
(i) Individual
shareholders
holding nominal
share capital upto
Rs. 1 lac 13293 6693635 4953180 11.76 11.76 0.00
(ii) Individual
shareholders
holding nominal
share capital in
excess of Rs. 1 lac 9 1692031 1561721 2.97 2.97 0.00
(c) Any Other (Specify) 0.00
- Non Resident Indians 158 163313 127558 0.03 0.03 0.00
- Froeign Nationals 31 18080 - 0.03 0.03 0.00
- Clearing Members 67 88266 88266 0.06 0.16 0.00
Sub-Total (B)(2) 14001 16892395 13584656 29.69 29.69 0.00
Total Public
Shareholding
(B) = (B) (1)+(B)(2) 14036 17202081 13837297 30.23 30.23 0.00
Total (A)+(B) 14053 56900220 50469921 100.00 100.00 0.00
(C) Shares held by 0.00
Custodians and against
which Depository
Receipts have been
issued
GRAND TOTAL 141053 56900220 50469921 100.00 100.00 0.00
(A)+(B)+(C )
Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”
(I) (b) Statement showing Shareholding of persons belonging to the category
107
Shri Nataraj Ceramic And Chemical Industries Limited
“Promoter and Promoter Group”
Sr. Name of the shareholder Total shares held Shares pledged or otherwise
No. encumbered
Number As a % of Number As a As a % of
grand total percentage grand total
(A)+(B)+(C) (A)+(B)+(C)
of sub-
clause (I) (a)
(I) (II) (III) (IV) (V) (VI)=(V) (VII)
/(III)*100
1 Sri Mridu Hari Dalmia 9318409 16.38 50000 0.54 0.09(C/o. M. H. Dalmia Parivar Trust) (*)
2 Sri Yadu Hari Dalmia 11352293 19.95 0 0.00 0.00
3 Puneet Dalmia 1551525 2.73 0 0.00 0.00
4 Smt Abha Dalmia 1962601 3.45 0 0.00 0.00
5 Sri Gautam Dalmia (C/o Sumana Trust) 20708 0.04 0 0.00 0.00
6 Sri Gautam Dalmia (HUF) 110541 0.19 0 0.00 0.00
7 Smt Usha Jhunjhunwala 58333 0.10 0 0.00 0.00
8 Sri Gaurav Dalmia 58333 0.10 0 0.00 0.00
9 Sri Mridu Hari Dalmia 2354310 4.14 0 0.00 0.00
10 Shree Nirman Limited 558586 0.98 0 0.00 0.00
11 Dalmia Cement (Bharat) Ltd. 12352500 21.71 0 0.00 0.00
39698139 69.77 50000 0.13 0.09
Note :- (*) More than one folio clubbed
Sr. Name of the shareholder Total shares held Shares pledged or otherwise
No. encumbered
Number As a % of Number As a As a % of
grand total percentage grand total
(A)+(B)+( C ) (A)+(B)+(C)
of sub-
clause (I) (a)
(I) (II) (III) (IV) (V) (VI)=(V) (VII)
/(III)*100
1 Sri Mridu Hari Dalmia(C/o. M. H. Dalmia Parivar Trust) (*) 9318409 16.38 50000 0.54 0.09
2 Sri Yadu Hari Dalmia 11352293 19.95 0 0.00 0.00
3 Puneet Dalmia 1551525 2.73 0 0.00 0.00
4 Smt Abha Dalmia 1962601 3.45 0 0.00 0.00
5 Sri Gautam Dalmia (C/o Sumana Trust) 20708 0.04 0 0.00 0.00
6 Sri Gautam Dalmia (HUF) 110541 0.19 0 0.00 0.00
7 Smt Usha Jhunjhunwala 58333 0.10 0 0.00 0.00
8 Sri Gaurav Dalmia 58333 0.10 0 0.00 0.00
9 Sri Mridu Hari Dalmia 2354310 4.14 0 0.00 0.00
10 Shree Nirman Limited 558586 0.98 0 0.00 0.00
11 Dalmia Cement (Bharat) Ltd. 12352500 21.71 0 0.00 0.00
39698139 69.77 50000 0.13 0.09
Note :- (*) More than one folio clubbed
(I)(c) Statement showing Shareholding of persons belonging to the category
“Public” and holding more than 1% of the total number of Shares
108
Shri Nataraj Ceramic And Chemical Industries Limited
Sr. No. Name of the shareholder Number Shares as a
of shares percentage of
total number of
shares {i.e., Grand
Total (A)+(B)+(C)
indicated in
Statement at
para (I)(a) above}
1 Dharti Investments and Holdings Limited 3507633 6.16
2 Shreevallabh Orthopaedic Instruments Pvt. Ltd. 682500 1.20
3 Yugalshree Tonics and Foods Pvt. Ltd. 682500 1.20
4 SKIL SEZ Infrastructure Holdings Pvt. Ltd. 755788 1.33
5 Jai Kumar Jain 734207 1.29
TOTAL 6362628 11.18
Top 10 Shareholders as on 31.03.2009:
Sr. Name of Shareholder No. of % of
No. Shares Shareholding
1 Dalmia Cement (Bharat) Ltd. 12352500 21.71
2 Shri Yadu Hari Dalmia 11352293 19.95
3 Shri M. H. Dalmia (C/o M.H.Dalmia Parivar Trust) 9318409 16.38
4. Dharti Investments and Holdings Limited 3507633 6.16
5 Shri M.H.Dalmia 2354310 4.14
6 Smt Abha Dalmia 1962601 3.45
7 Puneet Dalmia 1551525 2.73
8 SKIL SEZ Infrastructure Holdings Pvt. Ltd. 755788 1.33
9 Jai Kumar Jain 734207 1.29
10 Shreevallabh Orthopaedic Instruments Pvt. Ltd 682500 1.20
Total 38792440 78.34
Analysis of Shareholders’/Investors’ Complaints/ letters received and redressed from 1st April, 2009 to 31st May,2009
S. Nature of complaint/ Opening Received Date of Actual days Closing If still Action
No. letter balance from complaint within which balance pending, taken
complaint/ reasons
letter resolved thereof
Investors/SEBI/ 1-15 Days/
RoC/Stock Exch- 16-30 Days/
anges/RBI/DCA/ More than
Others 30 Days
1 Share Transfers Nil Nil N.A
2 Transmission/deletion of name Nil Nil N.A
3 Issue of duplicate share certificates Nil Nil N.A
4 Issue of duplicate/re-validated Nil Nil N.A
dividend/interest warrants
109
Shri Nataraj Ceramic And Chemical Industries Limited
5 Non-receipt of dividend/refund
warrants Nil Nil N.A
6 Non-receipt of Annual report Nil Nil N.A
7 Nominations Nil Nil N.A
8 ECS/Bank Mandates/PoA Nil Nil N.A
9 Change of Address Nil Nil N.A
10 Demat/ Remat Request Nil Nil N.A
11 Sub Division/ Consolidation/
Split up of Share Certificate Nil Nil N.A
Details about Prices of Shares:
The highest and lowest market price of shares during the preceding six Months
The highest and lowest market price of shares during the preceding six Months:
The shares of OCL are listed on Bombay Stock Exchange Limited, National Stock Exchange of India Limited.
The stock market data as available on the website of the National Stock Exchange of India Limited is mentioned hereunder:
High Low
Period Date Rate No. of Net Date Rate No. of Net
in Rs. Shares Turnover in Rs. Shares Turnover
Traded (Rs. in Traded (Rs. in
Lacs) Lacs)
Dec 2008 19/12/2008 52.90 5932 2.98 02/12/2008 37 3778 1.46
Jan 2009 07/01/2009 54.10 18379 9.31 28/01/2009 41.60 4509 2.06
Feb 2009 13/02/2009 52.05 2667 1.37 27/02/2009 43.60 6482 2.90
March 2009 31/03/2009 49 31770 14.68 06/03/2009 39 40844 17.15
April 2009 16/04/2009 78 33884 24.82 01/04/2009 46.05 24128 11.89
May 2009 29/05/2009 97.30 227162 205.05 07/05/2009 68.50 5964 4.30
The stock market data as available on the website of the Bombay Stock Exchange Limited is mentioned hereunder:
High Low
Period Date Rate No. of Net Date Rate No. of Net
in Rs. Shares Turnover in Rs. Shares Turnover
Traded (Rs. in Traded (Rs. in
Lacs) Lacs)
Dec 2008 19/12/2008 52 7512 3.77 02/12/2008 37.15 1256 0.48
Jan 2009 07/01/2009 54.75 14663 0.75 27/01/2009 42 743 0.31
Feb 2009 13/02/2009 52.40 7127 3.68 27/02/2009 43.70 15681 7.02
March 2009 12/03/2009 52.85 1842 0.81 06/03/2009 39.80 26764 11.23
April 2009 16/04/2009 79.50 27855 19.89 01/04/2009 45.95 19348 0.94
May 2009 29/05/2009 96.80 20547 186.87 07/05/2009 64.50 5506 0.39
Details of public or rights issue in the preceding three years: The company has not made any public issue of securities
in the preceding three years. However the company has made right issue of securities in 2006.
110
Shri Nataraj Ceramic And Chemical Industries Limited
Information regarding adverse factors related to the company:
* The company has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions)
Act, 1995.
* The Company is not under winding up.
* The company has not made a loss in the immediately preceding year.
3. Alirox Abrasives Limited (AAL):
AAL was incorporated as The Shevaroy Bauxite Products Company Private Limited on May 13, 1944 under the
Indian Companies Act, 1913 and further the name of the company was changed to Shevaroy Private Limited on
October 05, 1968 and finally changed its name to Alirox Abrasives Limited on August 19, 1975. The Registered
Office of the company is situated at 4, Scindia House, Connaught Place, New Delhi-110001. It is engaged in the
business of Bauxite Mining. The shares of AAL are listed on Delhi Stock Exchange Limited.
The main objects of the Company are as under:
1. To acquire Bauxite Mines and mining rights in India and elsewhere and any interest therein.
2. To search for, win, get, quarry, reduce, amalgamate, dress refine and prepare for market, Bauxite and other
mineral substances and generally to carryon any metallurgical operations which may seem conducive to any of
the Company’s objects.
3. To carryon the trade or business of manufacturers of abrasive in all forms
4. (A) “To carryon all or any of the business of manufacturers of and dealers and workers in cement, lime,
plasters, whiting, clay, gravel, sand, minerals, earth, coke, fuel, artificial· stones and builders requisites
and conveniences of all kinds including asbestos cement sheets, pipes, fittings and/or other things of
cement and also to win, get, recover, quarry, smelt, c1acine, refine, dress, amalgamate, manipulate and
prepare for market, ore metal and mineral substances of all kinds and tin in particular and also to carryon
any other metallurgical operation.”
4. To carryon the trades or business of miners, smelters, engineers, manufacturers and producers of alumina, aluminium
and all derivatives’ therefrom.
5. To prospect, examine and explore any territories and places in’ India and elsewhere, and to employ and equip
expeditions, commissions, experts and other agents.
6. To carryon the business of general manufacturers and to manufacture, buy, sell and deal in apparatus, machinery,materials and articles of all kinds.
7. To acquire, by purchase or on lease or otherwise, ,lands in India or elsewhere and to establish and equip factories onsuch lands or on any other or any part of or parts thereof together with such gardens and plantations as shall beconsidered expedient or convenient for the purposes of the Company.
8. To carryon all or any of the business of or usually carried on by zemindars or land companies.
9. To irrigate, cultivate, improve and develop any lands and properties, whether belonging to the Company or not, andto develop the resources thereof by clearing, draining, fencing, cultivating, planting, manuring, farming letting orotherwise, with power to advance money to other persons for any of the purposes aforesaid.
10. To acquire by purchase, lease, exchange or otherwise, lands, buildings, and hereditaments of any tenure or description,and any estate or interest therein the and any rights ever or connected with land, and either to retain the same for thepurpose of the Company’s business or to turn the same to account as may seem expedient.
11. To sink wells and shafts, lay down pipes, construct maintain and improve any tramways, railways, roadways,telegraphlines, canals, reservoirs, water-courses, wharehours, sheds, and other buildings and works calculated, directlyor indirectly, to advance the interests of the Company, and to pay or contribute to the expenses of constructing,maintaining, and improving any such works.
12. To construct, carry out, maintain, improve, manage, work control and superintend any hats, markets, tanks, bridges
and works in connection therewith, hydraulic works, electrical works and factories, houses, and coolies lines and
bustees, villages and other works and conveniences, which may seem directly or indirectly, conducive to any of the
objects of the Company, and to contribute to, subsidise or otherwise aid or take part in any such operations.
111
Shri Nataraj Ceramic And Chemical Industries Limited
13. To carryon any other business which may seem to the Company capable of being conveniently carried on in connection
with any of the above or calculated, directly or indirectly, to enhance the value of or render profitable any of the
Company’s property or rights.
14. To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise, that may
seem conducive to the Company’s objects or any of them and to obtain from any such Government or authority all
rights, concessions and privileges which the Company may think it desirable to obtain and to carry out, exercise and
comply with any such arrangements, rights, privileges and concessions.
15. To acquire and undertake -all or any part of the business, property and liabilities of any person or company carrying
on any business which this Company is authorised to carryon or possessed of property suitable for the purposes of
the Company.
16. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like
conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention
which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem
calculated, directly or indirectly, to benefit the Company and to use, exercise, develop or grant licences in respect of
or otherwise turn to account the property, rights or information so acquired.
17. To enter into partnership or into any arrangement for sharing profits into any union of interests, joint venture, reciprocal
concession or cooperation with any person or persons or company or companies carrying on or, engaged in, or about
to carryon or engage in or being authorised to carryon or engage in, any business or transaction which this Company
is authorised to carryon or engage in or any business or transaction capable of being conducted so as directly or
indirectly be benefit this Company.
18. To carryon the business of banking in all its branches and departments, including the borrowing, raising or taking up
money, the lending or advancing money on securities and property, the discounting, buying, selling and dealing in
bills of exchange, promissory notes, coupons, drafts, and other instruments and securities whether transferable or
negotiable or not, the granting and issuing of letters of credit and circular notes, the buying, selling and dealing with
stocks, funds, shares, debentures, debenture-stock, bonds, obligations and other securities.
19. To lend money, either with or without security, and generally to such persons and upon such terms and conditions as
the Company may think fit.
20. To take or otherwise acquire and hold shares in any other company or carrying on any business capable of being
conducted so as directly or indirectly to benefit the Company.
21. To promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of
this Company or for any other purpose which may seem, directly or indirectly, calculated to benefit this Company.
22. To invest and deal with the moneys of the Company not immediately required upon such securities and in such
securities and in such manner as may from time to time be determined.
23. To guarantee the payment of moneys unsecured or secured by or payable under or in respect of promissory notes,
bonds, debentures, debenture- stock, contracts, mortgages, charges, obligations, instruments, and securities of any
company or of any authority, supreme, municipal, local or otherwise or of any persons whomsoever, whether
incorporated or not incorporated, and generally to guarantee or become sureties for the performance of any contracts
or obligations.
24. To adopt such means of making known the products of the Company as may seem expedient and in particular by
advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books
and periodicals and by granting prizes, rewards and donations.
25. To aid, pecuniarily or otherwise, any association, body or movement having for an object the solution, settlement, or
surmounting of industrial or labour problems or troubles or the promotion of industry or trade.
26. To establish and support, or aid in the establishment and support of associations, institutions, funds, trusts and
convenience calculated to benefit employees of the Company or its predecessors in business or the dependent or
connections of such persons and to grant pensions and allowances and to make payments towards insurance and to
subscribe or guarantee money for charitable or benevolent objects or for any exhibition for any public, general or
useful objects.
112
Shri Nataraj Ceramic And Chemical Industries Limited
27. To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular
by the issue of debentures or debenture stock, perpetual changed upon all or any, of the Company’s property (both
present and future), including its uncalled capital and to purchase, redeem and payoff any such securities.
28. To remunerate any persons or company for services rendered, or to be rendered, in placing or assisting to place, or
guaranteeing the placing of, any shares in the Company’s capital or any debentures, debenture stock or other securities
of the Company or in or about the formation or promotion of the company or the acquisition of property by the
Company or the conduct of its business.
29. To draw, make, accept, discount, execute and issue bills of exchange, Government of India and other promissory
notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities.
30. To undertake and execute any trust, the undertaking of which may seem to the company desirable, and either
gratutiously, or otherwise.
31. To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may
think fit and in particular for shares, debentures or securities of any other company.
32. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all
or any part of the property and rights of the Company.
33. To distribute all or any of the property of the Company among the members in specie or kind.
34. To do all or any of the above things, either as principals, agents, trustees, contractors, or otherwise, and either alone
or in conjunction with others, and either by or through agents, sub-contractors, trustees, or otherwise, and either
alone or in conjunction with others and to do all such things as are incidental or conducive to the attainment of the
above objects.
The Directors on the Board of AAL are:
S.no Name Status Designation DIN
1. Shri J. H. Dalmia Promoter, Non-Executive Director 00009717
2. Shri K. V. Mohan Independent, Non- Executive Director 00006842
3. Shri C. N. Maheshwari Independent, Non- Executive Director 00125680
Authorized Capital: The authorized share capital of the Company is Rs.10000000 divided in to 1000000 Equity shares
of Rs. 10 each.
Brief Audited Financials of AAL are as follows:
(Amount in Rs. Lacs)
Particulars March 31, March 31, March 31,
2007 2008 2009
Total Paid up Capital 24.00 24.00 24.00
Paid up Equity Capital 24.00 24.00 24.00
Reserves & Surplus 13.78 107.19 110.37
Sales/Total Income 5.34 106.71 7.06
Profit/(Loss) after Tax (PAT) 3.15 93.40 3.19
Earning per Share (In Rs.) 1.31 38.92 1.33
NAV (In Rs.) 15.74 54.66 55.99
113
Shri Nataraj Ceramic And Chemical Industries Limited
Shareholders Details: ALIROX ABRASIVES LIMITED
Statement showing Shareholding Pattern
Quarter ended: 31st March 2009
Category Category No. of Total No. of Total shareholding Shares Pledged or
Code of share- share- No. of shares as a percentage otherwise encumbered
holder holders shares held in of total number
demater- of shares
ialized
form
As a As a Number As a
percentage percentage of Shares percentage
of (A+B) of (A+B+C)
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/
(IV)*100
(A) Promoter and
Promoter Group
(1) Indian
(a) Individuals/Hindu 8 73900 - 30.79 30.79 - -
Undivided Family
(b) Central Government/ - - - - - - -
State Government(s)
( c) Bodies Corporate 7 79370 - 33.07 33.07 - -
(d) Financial Institutions/ - - - - - - -
Banks
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(1) 15 153270 - 63.86 63.86 - -
(2) Foreign
(a) Individuals (Non- - - - - - - -
Resident Individuals/
Foreign Individuals
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Any Other (specify) - - - - - - -
Sub-Total (A)(2) - - - - - - -
Total Shareholding
of Promoter and
Promoter Group - - -
(A)=(A)(1)+(A)(2) 15 153270 - 63.86 63.86 - -
(B) Public shareholding
(1) Institutions
(a) Mutual Funds/UTI - - - - - - -
114
Shri Nataraj Ceramic And Chemical Industries Limited
(b) Financial Institutions/ - - - - - - -
Banks
(c) Central Government/ - - - - - - -
State Government(s)
(d) Venture Capital Funds - - - - - - -
(e) Insurance Companies - - - - - - -
(f) Foreign Institutional - - - - - - -
Investors
(g) Foreign Venture - - - - - - -
Capital Investors
(h) Any Other (specify) - - - - - - -
Sub-Total (B)(1) - - - - - - -
(2) Non-institutions
(a) Bodies Corporate 4 25340 Nil 10.56 10.56 - -
(b) Individuals -
(i) Individual shareholders
holding nominal share
capital upto Rs.1 lac. 133 50890 Nil 21.20 21.20 - -
(ii) Individual shareholders
holding nominal share
capital in excess of 1 10500 Nil 4.38 4.38 - -
Rs.1 lac.
(c) Any Other (specify) - - - - - - -
Sub-Total (B)(2) 138 86730 Nil 36.14 36.14 - -
Total Public 138 86730 Nil 36.14 36.14 - -
Shareholding
(B)=(B)(1)+(B)(2) - -
Total ( A)+(B) 153 240000 Nil 100.00 100.00 - -
(C) Shares held by - - - - - - -
Custodians and
against which
Depository Receipts
have been issued
GRAND TOTAL
(A)+(B)+( C) 153 240000 Nil 100.00 100.00 - -
115
Shri Nataraj Ceramic And Chemical Industries Limited
Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group
Quarter ended: 31st March 2009
Sr. Name of the Total shares held Shares Pledged or otherwise encumbered
No. Number
Number As a Number As a As a
percentage percentage percentage
of grand (VI)=(V)/ of grand
total (III)*100 total of
(A) + (B)+ (C) (A) + (B)+ (C)
of sub clause
I(a)
(I) (II) (III) (IV) (V) (VI) (VII)
1 Mayuka Investment Ltd. 21550 8.98 - - -
2 Kavita Trading & Investment 18700 7.79 - - -
Co. Pvt. Ltd.
3 Sh. Jai Hari Dalmia 14500 6.04 - - -
4 Sh. Yadu Hari Dalmia 14400 6.00 - - -
5 Shree Nirman Limited 11950 4.98 - - -
6 Smt. Kavita Dalmia 11000 4.58 - - -
7 Smt. Bela Dalmia 11000 4.58 - - -
8 Puneet Trading & Investment 10920 4.55 - - -
Co. Pvt. Ltd.
9 Rama Investment Co. Pvt. Ltd. 10000 4.17 - - -
10 Shri Puneet Dalmia 7200 3.00 - - -
11 Shri Gautam Dalmia 7200 3.00 - - -
12 Smt. Anupama Dalmia 4300 1.79 - - -
13 Smt Avantika Dalmia 4300 1.79 - - -
14 Sita Investment Co. Ltd. 4100 1.71 - - -
15 Ankita Pratisthan Ltd. 2150 0.90 - - -
Total 153270 63.86 - - -
Statement showing Shareholding of persons belonging to the category “Public and holding more than 1% of the
total number of shares
Sr. Name of the shareholder Number Shares as a percentage
No. of shares of total number of shares
{I.e.,GrandTotal
(A)+(B)+( C)
indicated in Statement at
para (1)(a) above.}
1 Sh. Shrey Mittra 10500 4.38
2 Radar Commercials Private Limited 10000 4.17
3 Chicky Traders Private Limited 9650 4.02
4 Shri Bhole Prasad 7800 3.25
5 Amrapalli Housing Properties Pvt. Ltd. 5550 2.31
6 Smt. Savita Joshi 4000 1.67
7 Smt. Sushila Devi Agarwal 3500 1.46
Total 51000 21.26
116
Shri Nataraj Ceramic And Chemical Industries Limited
Top 10 Shareholders as on 31.03.2009:
Sr. No. Name of Shareholder No. of Shares % of Shareholding
1 Mayuka Investment Ltd 21550 8.98
2 Kavita Trading & Investment Co. Pvt. Ltd 18700 7.79
3 Sh. Jai Hari Dalmia 14500 6.04
4 Sh. Yadu Hari Dalmia 14400 6.00
5 Shree Nirman Ltd 11950 4.98
6 Smt. Kavita Dalmia 11000 4.58
7 Smt. Bela Dalmia 11000 4.58
8 Puneet Trading & Investment Co. Pvt. Ltd. 10920 4.55
9 Sh. Shrey Mittra 10500 4.38
10 Radar Commercials Private Limited 10000 4.17
Total 134520 56.05
Details about Prices of Shares: The shares of AAL are listed on Delhi Stock Exchange Limited.The Higest and Lowest
prices of the shares of the Company is not available since the shares of the Company are not frequently traded.
Status of Investor Complaints for the period 01/04/2009 TO 31/05/2009
Sl. No. Description Received Resolved Pending
1 Share Transfers Nil Nil Nil
2 Transmission/deletion of name Nil Nil Nil
3 Issue of Duplicate share certificates Nil Nil Nil
4 Issue of duplicate/re-validated dividend/ Nil Nil Nil
interest warrants
5 Non-receipt of Annual report Nil Nil Nil
6 Change of Address Nil Nil Nil
7 Sub Division/ Consolidation/ Split up Nil Nil Nil
Total Nil Nil Nil
Details of public or rights issue in the preceding three years: The company has not made any public or rights issue of
securities in the preceding three years.
Information regarding adverse factors related to the company:
* The company has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions)
Act, 1995.
* The Company is not under winding up.
* The company has not made a loss in the immediately preceding year.
4. Ankita Pratisthan Limited (APL):
APL was incorporated on January 31, 1983 under the Companies Act, 1956. APL received certificate of commencement
of business on February 08, 1983. The Registered Office of the company is situated at 2, Waterloo Street, Kolkata-
700069. The Company is a registered NBFC. Its RBI registration no. is 05.02482 It is engaged in Investment Business.
The shares of APL are listed on Uttar Pradesh Stock Exchange Association Limited. The company has, however,
initiated the process of getting itself delisted from the said stock exchange vide resolution passed in Board meeting
dated October 16, 2008 and EGM dated November 12, 2008.
117
Shri Nataraj Ceramic And Chemical Industries Limited
The main objects of the Company are as under:
1. To carry on the business of an investment company and to invest the capital and other moneys of the Company in thepurchase or upon the security of shares, stocks units, debentures, debenture stock, bonds, mortgages, obligations andsecurities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature, whetherincorporated or otherwise and where-soever constituted or carrying on business, and to buy, sell or otherwise deal inshares, stocks, debentures, debentures stock, bonds, notes, mortgages, obligations and other securities issued orguaranteed by any government, governing ruler, commissioners, trust, municipal, local or other authority or body ofwhatever nature in India or abroad.
2. To acquire, hold, sell, buy, or otherwise deal in any shares, stocks, debentures, debenture stock, bonds, mortgages,obligations and other securities by original subscription, syndicate participation, tender, purchase, exchange, gift orotherwise and to subscribe for the same, either conditionally or otherwise and to underwrite or sub-underwrite orguarantee the subscription thereof and to purchase and sell units.
3. To carry on all or any of the business of financiers of industrial, commercial and other enterprises and generalfinanciers, film financiers, producers and distributors and exhibitors, money-lenders, sahukars, trustees real estateowners, land lords real estate agents builders, underwriters, guarantors, hire-purchase dealers, investors, promoters,securities, bonds, obligations, claims, licences and charges, land, buildings, houses, easements negotiable instruments,decrees, book-debts, patents, factories, mines, industrial undertaking, business concerns, warehouses property andrights of all kinds, agricultural units, shops and godowns, business of insurance agents, trust company, safe depositecompany and such other business and acts required in connection therewith, to receive or deposite or borrow andraise money and to lend or deal with the money either with or without interest or security provided the company shallnot carry on the business of Banking as defined under the Banking Regulation Act, 1949.
4. To carry on the business as dealers, owners and investors in land, building, factories for which purpose to acquire andpurchase, take on lease tenancy or in exchange, hire or by other means obtained ownership and/or options over anyfreehold or other property for the said estate or interest thereof any rights, privileges or easements over or in respectof any property, land or any building and to turn into account, develop the same and dispose of or maintain the sameand to build township, markets, or other buildings or conveniences thereon and to equip the same or any part thereofwith all or any amenities or conveniences, drainage facility, electric, air-conditioning, telegraphic, telephonic, televisioninstallations and to deal with the same in any manner whatsoever and to build, take on lease and/or on rent, purchase
or acquire in any manner whatsoever any departments houses, flats, rooms, floors, huts or other accommodation and
to let or dispose of the same on instalments basis, hire purchase basis or by out right sale whether by private treaty or
by auction or in any other mode of disposition all or any integral part thereof.
The Directors on the Board of APL are:
S.no Name Status Designation DIN
1. Shri Puneet Dalmia Promoter, Non - Executive Director 00022633
2. Shri O.P. Jhunjhunwala Independent, Non- Executive Director 00328769
3. Shri C.N Maheshwari Independent, Non- Executive Additional Director 00125680
Authorized Capital: The authorized share capital of the Company is Rs.17610000 divided in to 1011000 Equity shares of
Rs. 10 each and 75000 Preference Shares of Rs. 100/- each.
Brief Audited Financials of APL are as follows:
(Amount in Rs. Lacs)
Particulars March 31, March 31, March 31,
2007 2008 2009
Total Paid up Capital 24.00 85.28 80.28
Paid up Equity Capital 24.00 71.28 71.28
Reserves & Surplus 104.73 1215.97 1117.00
Sales/Total Income 31.57 185.46 155.47
Profit/(Loss) after Tax (PAT) 30.23 180.22 146.03
Earning per Share (In Rs.) 12.60 25.28 20.49
NAV (In Rs.) 53.64 180.36 166.49
118
Shri Nataraj Ceramic And Chemical Industries Limited
Shareholders Details:
ANKITA PRATISTHAN LIMITED
Statement showing Shareholding Pattern
Quarter ended: 31st March 2009
Category Category No. of Total No. of Total shareholding Shares Pledged or
Code of share- share- No. of shares as a percentage of otherwise encumbered
holder holders shares held in total number
demater- of shares
ialized
form
As a As a Number As a
percentage percentage of Shares percentage
of (A+B) of (A+B+C)
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/
(IV)*100
(A) Promoter and
Promoter Group
(1) Indian
(a) Individuals/Hindu
Undivided Family 4 71910 - 10.09 10.09 - -
(b) Central Government/
State Government(s) - - - - - - -
(c) Bodies Corporate 7 480035 62554 67.34 67.34 - -
(d) Financial Institutions/ - - - - - - -
Banks
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(1) 11 551945 62554 77.43 77.43 - -
(2) Foreign
(a) Individuals (Non- - - - - - - -
Resident Individuals/
Foreign Individuals
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Any Other (specify) - - - - - - -
Sub-Total (A)(2) - - - - - - -
Total Shareholding - - -
of Promoter and
Promoter Group
(A)=(A)(1)+(A)(2) 11 551945 62554 77.43 77.43 - -
(B) Public shareholding
(1) Institutions
(a) Mutual Funds/UTI - - - - - - -
(b) Financial Institutions - - - - - - -
/Banks
119
Shri Nataraj Ceramic And Chemical Industries Limited
(c) Central Government/ - - - - - - -
State Government(s)
(d) Venture Capital Funds - - - - - - -
(e) Insurance Companies - - - - - - -
(f) Foreign Institutional - - - - - - -
Investors
(g) Foreign Venture - - - - - - -
Capital Investors
(h) Any Other (specify) - - - - - - -
Sub-Total (B)(1) - - - - - - -
(2) Non-institutions -
(a) Bodies Corporate - - - - - - -
(b) Individuals -
(i) Individual shareholders
holding nominal share
capital upto Rs.1 lac. 345 160855 470 22.57 22.57 - -
(ii) Individual shareholders - - - - - - -
holding nominal share
capital in excess of
Rs.1 lac.
(c) Any Other (specify) - - - - - - -
Sub-Total (B)(2) 345 160855 470 22.57 22.57 - -
Total Public
Shareholding
(B)=(B)(1)+(B)(2) 345 160855 470 22.57 22.57 - -
Total ( A)+(B) 356 712800 63024 100.00 100.00 - -
(C) Shares held by - - - - - - -
Custodians and against
which Depository
Receipts have been
issued
GRAND TOTAL
(A)+(B)+(C) 356 712800 63024 100.00 100.00 - -
Note: shares held in different folios have been clubbed together.
Sr. Name of the shareholder Total shares held Shares Pledged or otherwise encumbered
No
Number As a Number As a As a
percentage percentage percentage
of grand (VI)=(V)/ of grand
total (III)*100 total
(A) + (B)+ (C) (A) + (B)+ (C)
of sub clause I(a)
(I) (II) (III) (IV) (V) (VI) (VII)
1 Rama Investment Co. Pvt. Ltd. 191089 26.81 - - -
120
Shri Nataraj Ceramic And Chemical Industries Limited
2 Shree Nirman Limited 77079 10.81 - - -
3 Kavita Trading & Investment Co. Pvt. Ltd. 63564 8.92 - - -
4 Sita Investment Company Limited 28210 3.96 - - -
5 Puneet Trading & Investment Co.Pvt. Ltd. 23280 3.27 - - -
6 Mayuka Investments Ltd. 80813 11.34 - - -
7 Himgiri Commercial Ltd. 16000 2.24 - - -
8 Shri Jai Hari Dalmia 18740 2.63 - - -
9 Shri Yadu Hari Dalmia 18290 2.57 - - -
10 Smt Anupama Dalmia 17440 2.45 - - -
11 Smt Avantika Dalmia 17440 2.45 - - -
Total 551945 77.43 - - -
Statement showing Shareholding of persons belonging to the category “Public and holding more than 1% of the
total number of shares
Sr.No. Name of the shareholder Number of shares Shares as a percentage of
total number of shares
{i.e., GrandTotal (A)+(B)+( C)
indicated in Statement at para (1)
(a) above.}
1 B Goutam Chand 7600 1.07
Total 7600 1.07
Top 10 Shareholders as on 31.03.2009:
Sr. No. Name of Shareholder No. of Shares % of Shareholding
1 Rama Investment Co. Pvt. Ltd. 191089 26.81
2 Mayuka Investments Ltd. 80813 11.34
3 Shree Nirman Ltd 77079 10.81
4 Kavita Trading & Investment Co. Pvt. Ltd 63564 8.92
5 Sita Investment Co. Ltd 28210 3.96
6 Puneet Trading and Investment Co. Pvt. Ltd. 23280 3.27
7 Sh. J. H. Dalmia 18740 2.63
8 Sh. Y. H. Dalmia 18290 2.57
9 Smt . Anupama Dalmia 17440 2.45
10 Smt. Avantika Dalmia 17440 2.45
Total 535945 75.21
Details about Prices of Shares: The shares of APL are listed on Uttar Pradesh Stock Exchange Association Limited.The
Higest and Lowest prices of the shares of the Company is not available since the shares of the Company are not frequently
traded.
Status of Investor Complaints for the period 01/04/2009 TO 31/05/2009
Sl. No. Description Received Resolved Pending
1 Share Transfers Nil Nil Nil
2 Transmission/deletion of name Nil Nil Nil
121
Shri Nataraj Ceramic And Chemical Industries Limited
3 Issue of Duplicate share certificates Nil Nil Nil
4 Issue of duplicate/re-validated dividend/interest warrants Nil Nil Nil
5 Non-receipt of Annual report Nil Nil Nil
6 Change of Address Nil Nil Nil
7 Sub Division/ Consolidation/ Split up Nil Nil Nil
Total Nil Nil Nil
Details of public or rights issue in the preceding three years: The company has not made any public or rights issue of
securities in the preceding three years. However, the Company has made a preferential issue of 14000 6% Non cumulative
redeeemable preference shares of Rs 100 each in the year 2008. It has also issued 199200 equity shares of Rs. 10 each in
lieu of 249000 shares of Kajal (India) Limited and 273600 equity shares of Rs. 10 each in lieu of 240000 shares of Kanodia
Commercial Limited pursuant to their merger into APL.
Information regarding adverse factors related to the company:
* The company has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions)
Act, 1995.
* The Company is not under winding up.
* The company has not made a loss in the immediately preceding year.
5. Dalmia Cement (Bharat) Limited (DCBL):
DCBL was incorporated on November 1, 1951 under the Companies Act, 1913. DCBL received certificate of
commencement of business on December 26, 1951. The Registered Office of the company is situated at Dalmiapuram-
621651, Dist. Tiruchirapalli (Tamil Nadu). The shares of DCBL are listed on Bombay Stock Exchange Limited,
National Stock Exchange of India Limited and Madras Stock Exchange Limited. It is engaged in Cement and Sugar
Business.
The Main objects of the Company are as under:
The objects for which the Company is established are all or any of the following including acquiring and taking over as a
going concern the business now carried on in India, under the style of Dalmia Cement Limited and all or any of the
assets and liabilities of that business in connection therewith and with a view thereto to enter into an arrangement and
agreement on such terms and conditions as may be agreed upon and to carry the same into effect with or without
modification.
1. To produce, manufacture, purchase, refine, prepare, import, export, sell and generally to deal in cement, portland
cement, alumina cement, lime and limestone, kankar and/or by products thereof and building materials generally and
in connection therewith to acquire, erect, construct, establish, operate and maintain cement factories, limestone
quarries, workshops and other works.
(1-A) To organise and effect export from and import into India of all classes, types, varieties and categories of
goods and commodities and to undertake the purchase, sale and transport of and general trade in such goods
and commodities in India or anywhere else in the world.
(1-B) To barter, exchange, pledge, manipulate, treat, manufacture and deal in merchandise, commodities and
articles of all kinds and to carry on any kind of commercial and/or financial business.
(Clauses 1-A and 1-B added as per Special Resolution passed on 28-6-1963 which was confirmed by Order of
Madras High Court dated 28-2-1964 in Company Petition No.66 of 1963)
2. To produce, manufacture, treat, purchase, sell or otherwise deal with either as Principal or Agents either solely or in
partnership with others:-
(a) Cement, alumina cement, lime, plaster of Paris and other building materials of all kinds;
(b) Chemicals of all kinds including acids, alkalis and salts, manures, fertilizers, dyes, caustic soda, soda ash,
sulphur, dry ice, catechu;
(c) Cotton, silk, artificial silk, woollen, linen, jute, hemp goods;
122
Shri Nataraj Ceramic And Chemical Industries Limited
(d) Food stuffs, such as sugar, tinned fruits, biscuits, cheese, butter, condensed milk, chocolates, aerated waters;
(e) Printing presses, types, papers, inks, stationery, pens, fountain pens, books, cardboards and all kinds of printing
materials;
(f) Celotex, asbestos, building boards to be used in ceiling, floor or walls, made from any fibrous materials such as
bagasse, bamboo, wood, paper, jute, hemp, etc.
(2-A)To produce, mine, manufacture, treat, purchase, sell or otherwise deal with:-
(a) Bricks, Tiles, Pipes, Pottery, Earthenware, Sanitary Ware, China and Terracotta, Dolomite, Sulphur Pyrites,
Graphite, Refractories and Ceramic Ware of all kinds;
(b) Fire clay, China clay, Magnesite, Quertizite and all other refractory materials.
(2-B)To carry on the business of iron founders, steel founders, non-ferrous metal founders, mechanical engineers, structural
engineers, electrical engineers, manufacturers of cast iron and steel pipes, manufacturers of grinding medias,
manufacturers of agricultural implements and other machineries, tool makers, metal workers, boiler makers, mill
wright, machinist, iron and steel converters, smith, wood workers, builders, painters, metallurgists, water supply
engineers, gas makers, farmers, printers, carriers and merchants, and to buy, sell, manufacture, repair, convert, alter,
let on hire and deal in machineries, implements, rolling stocks and hard-ware of all kinds, and to carry on any other
business (manufacturing or otherwise) which may seem to the Company capable of being conveniently carried on in
connection with the above, or otherwise calculated directly or indirectly, to enhance the value of any of the Company’s
property and rights for the time being.
(2-C)To acquire Bauxite Mines and to carry on the trade or business of manufacturers of abrasives in all forms and of
alumina, aluminium and all derivatives therefrom.
(Clauses 2A, 2B & 2C added as per Special Resolutions passed on 15-9-1955 which were confirmed by Order of
Madras High Court dated 13-2-1956 in O.P. NO.348 of 1955.)
3. To plant, cultivate and purchase all kinds of foodstuffs, oil seeds, vegetables, fruits, grass, timber, wood, bamboo,
straw, cotton, jute, flex, hemp, sugarcane and other articles that are the produce of land and to sell, purchase and deal
in the same as Principals or Agents.
4. To search for, get, work, make merchantable, sell and deal in iron, coal, ironstone, limestone, manganese, zinc,
aluminium, tin, copper, silver, gold, cobalt, mica, nickel, clay, fireclay and other metals, minerals and substances and
to buy, sell, manufacture and deal in minerals and mineral products, plant and machinery capable of being used in
connection with mining or metallurgical operations or required by workmen and others employed by the Company.
5. To carry on the business of Water Works Company in all its branches and to sink wells and shafts and to make and
maintain reservoirs, water works, cisterns and do all other works necessary for distributing and dealing in water.
6. To carry on the business as distillers, dye makers, gas makers, metallurgists, mechanical engineers, ship-owners,
charterers, carriers by land and by sea, wharfingers, warehousemen, barge-owners planters and weavers.
7. To acquire by concession, grant, purchase, barter, lease, license or otherwise any houses, lands, zamindaris, farms,
and to construct, carry out, improve, manage any hats markets, bustees, railways, and other works which may seem
directly or indirectly conducive to any of the objects of the company and to contribute, to subsidise or otherwise take
part in any such operations.
8. To acquire by lease, grant assignment, purchase, exchange, concession, barter, license or otherwise, either absolutely
or conditionally and either solely or jointly with others any houses, estates, lands, villages, hills, quarries, easements,
water rights, way-leaves, privileges, rights, hereditaments, trade marks, patents, inventions, limestone rocks, lime
and kanker deposits, mines, veins, hoards of other minerals, substances and things having cohesive properties,
machinery, plant utensils, railways, tramways, locomotives, factories and any other movable or immovable properties
situated either in a Native State or in India, or abroad or elsewhere, from Governments, private persons, landed
proprietors, ruling princes, Rajas, Nawabs, Taluqdars, and individual firms, companies or corporations.
8-A. To carry on the business of purchasing or otherwise acquiring, maintaining, letting on lease or hire or hire purchase
basis, or selling in any part of India or abroad, all kinds of machinery, plants, tools, jigs and fixtures, agricultural
machinery, ships, trawlers, vessels, barges, automobiles and vehicles of every kind and description, computers,
office equipments, hotel equipments, medical equipments, household equipments of every kind, construction machinery
123
Shri Nataraj Ceramic And Chemical Industries Limited
of all types and description, air-conditioning plants and equipments, cold storage and ice plants, air crafts, electric
installations and electronic equipment of all kinds and description, land, building and real estate and to render leasing
consultancy and advisory services.
(Clause 8-A added as per Special Resolution passed on 25-9-1991,and confirmed by Order of Company Law Board
bench, Southern Region dated 27-5-1992)
9. To carry on the business of an Electricity producing and distributing company, to manufacture bulbs, wires, cables,
dynamos, motors, fans, stoves, batteries, refrigerators, cells and all other electrical goods; to carry on all sorts of
electric installation work, including installation of telephones, radios, etc.
9-A. To carry on the business in India or elsewhere in the world, of manufacturers, assemblers, processors, fabricators,
testers, designers, consultants, programmers, importers, exporters, buyers, sellers, hirers, renters, distributors, agents
and dealers of all kinds of descriptions of electronic, electrical electro - mechanical, telecommunication, computers,
Computer peripherals and storage media products, apparatus materials, components, systems, sub-systems, parts
and things (whether for Industrial, business, house-hold, entertainment or otherwise) including control applications,
electronic circuits, printed circuit boards, integrated circuits, transformers, conductors, semiconductors, resistors,
capacitors, inductors, coils, connectors, display devices, speakers, magnetic materials including ferrites, micro wave
components, projects, video games, tapes, discs, fittings, switches, entertainment electronic equipments, televisions,
transistors, receivers, accounting and business machines, space research equipments, computer-hardwares, softwares
and peripherals thereto.
(Clause 9-A added as per Special Resolution passed on 23-12-1989 and confirmed by Order of Company Law Board
Bench, Southern Region, dated 19-9-1989 in C.P.No.103/17/SRB/89.)
9-B. To carry on the business, in India or elsewhere in the world, of designing, developing, importing, procuring, selling,
providing, dealing in, exporting providing consultancy, licensing (whether ready of future delivery) and marketing
(whether directly or through third parties) information technology services, desktop system management, application
software services, network related services, site services, information kiosk services, value added network services,
managed operations, international procurement operations and to establish, maintain conduct customer, software
training centre, and programming based education centres and programmes in the field of information technology
and related areas.
(Clause 9-B added by the Shareholders in their Annual General Meeting held on 26-08-1999 by way of a Special
Resolution)
10. To acquire and deal with the business, property and liabilities of any company, firm or person carrying on any
business within the objects of this company.
11. To acquire and deal in shares or stock or securities in or of any company or undertaking, the acquisition of which may
promote or advance the interests of the Company.
12. To acquire and deal with patents, patent rights or inventions, processes, devices, trade marks, formulate and other
rights.
13. To do or perform all or any of the following operations, acts or things:
(a) To pay all the costs, charges and expenses incidental to the promotion, formation, registration and establishment
of the Company and the issue of its capital, including underwriting or other commission, broker’s fees and
charges in connection therewith, and to remunerate or make donations to (by cash or other assets or by the
allotment of fully or partly paid shares or by a call or option on shares debentures, debenture-stock or securities
of this or any other company, or in any other manner whether out of the Company’s capital or profits or
otherwise) any person or persons for services rendered or be rendered in introducing any property or business
to the Company or in placing or assisting to place or guaranteeing the subscription of shares, debentures,
debenture-stock, or other securities of the Company, or for any other reason which the company may think
proper.
(b) To make experiments in connection with any business of the Company and to protect any inventions of the
Company by letters-patent or otherwise.
(c) To sell, let, dispose of or grant rights over all or any property of the Company.
124
Shri Nataraj Ceramic And Chemical Industries Limited
(d) To manufacture plant, machinery, tools, goods and things for any of the purposes of the business of the Company.
(e) To underwrite shares, stock or securities of any other company and to pay underwriting commission and brokerage
on any shares, stock or security issued by the Company.
(f) To draw, accept and negotiate bills of exchange, promissory notes and other negotiable instruments.
(g) To lend money, with or without security, and to invest money of the Company in such manner as the Directorsthink fit.
(h) To borrow money or to receive money on deposit for the purpose of financing its business either withoutsecurity or secured by debentures, debenture-stock (perpetual or terminable) mortgage or other security chargedon the undertaking of all or any of the assets of the Company including uncalled capital.
(i) To promote companies.
(i-1) To carry on the business of Consultants and/or Advisors to and for the benefit of any person, firm, company,corporation, body-corporate, trust, institution, association, society or any other organisation whatsoever relatingto Cement Industries and to render consultancy, advisory and other services.
(i-2) To acquire by amalgamation or merger any company or body corporate, and to amalgamate with any othercompany or body corporate.
(Clause (i-1) and (i-2) added as per Special Resolution passed on 27-10-1979, which was confirmed by order ofCompany Law Board bench, Southern Region, Dated 11-8-1981 after adding the words in italics.)
(j) To enter partnership or into any arrangement for sharing profits, co-operation, joint adventure, reciprocal concessionsor otherwise with the Government of India or any native state in India or elsewhere or foreign state or any localGovernment or any municipal or local authority, partnership, person, firm or company carrying on or engaged in orabout to carry on or engaged in any business or transaction which the Company is authorised to carry on or engagedin or any business or transaction capable of being conducted so as directly or indirectly to benefit this Company.
(k) To sell the undertaking and all or any of the property of the company for cash, or for stock shares or securities of anyother company or for other consideration.
(l) To procure Company’s registered or established or authorised to do business as a joint Stock Company with limitedliability in any foreign country or place.
(m) To establish and maintain any agencies in any part of the world for the conduct of the business of the Company, or forthe sale of any materials or things for the time being at the disposal of the Company for sale and to advertise and toadopt means of making known, all or any of the manufactures, products or goods of the Company or any articles orgoods traded or dealt in by the Company, in any way that may be though advisable including the posting of bills inrelation thereto and the issue of circulars, books, pamphlets and price lists, and the conducting of competitions andthe giving of prizes, rewards and donations.
(m-1) To act as agents indentors and/or trustees for any person or company or Government and to undertake andperform subcontracts and to do all or any of the above thing in any part of the world, alone or jointly withothers and either by or through agents, subcontractors, trustees or otherwise.
(Clause 13 (m-1) added as per special resolution passed on June 28, 1963 which was confirmed by order of MadrasHigh Court dated February 28, 1964 in Company petition No. 66 of 1963)
(n) To create any Depreciation Fund, Reserve Fund, Sinking Fund, or any other special fund, whether for depreciation orfor repairing, improving, extending or maintaining any of the property of the Company or for any other purposeconducive to the interest of the Company.
(o) To place, to reserve or to distribute as divided or bonus among the members or otherwise to apply as the Companymay from time to time think fit, any money received by way of premium on shares or debentures issued at a premiumby the Company, and any money received in respect of dividends accrued on forfeited shares and moneys arisingfrom the sale by the Company of forfeited shares or from unclaimed dividends.
(p) To distribute in specie assets of the Company among its members.
(q) To provide for the welfare of persons employed or formerly employed by the Company or any predecessor in business
of the Company and the wives, widows and families of such persons by grants of money or other aid or otherwise as
the Company shall think fit.
(r) To subscribe or otherwise aid benevolent, charitable, national or other institutions or objects of a public character,
and to make donations to such persons and in such cases as may seem expedient.
125
Shri Nataraj Ceramic And Chemical Industries Limited
(s) Generally to carry on in any place or places in the world any other trade or business, whether manufacturing or
otherwise, subsidiary or auxiliary to, or which can be conveniently carried on in connection with any of the company’s
objects.
14. To enter into any contract or agreement of guarantee.
15. To guarantee or become sureties for the performance of any agreement or contract of any party or parties or for the
discharge of any duty or obligation of any party or parties or the payment of money by any party or parties.
16. To enter into contracts of indemnity and to indemnify any party or become sureties against any debts, obligations or
liabilities.
The Directors on the Board of DCBL are:
S.no Name Status Designation DIN
1. Shri P. K. Khaitan Non- Executive Chairman 00004821
2. Shri Ghyanendra Nath Bajpai Independent Director 00946138
3. Shri N. Gopalaswamy Non- Executive Director 00017659
4. Shri T. Venkatesan Executive Whole Time Director 00124050
5. Shri J. H. Dalmia Executive Vice- Chairman 00009717
6. Shri Y. H. Dalmia. Executive Vice Chairman 00009800
7. Shri Puneet Dalmia Executive Managing Director 00022633
8. Shri Gautam Dalmia Executive Joint Managing Director 00009758
9. Shri M. H. Dalmia Non- Executive Director 00009529
10. Shri J. S. Baijal Independent Director 00049565
11. Shri M. Raghupathy Independent Director 00012997
12. Shri Donald M. Peck Independent Director 00140734
Authorized Capital: The authorized share capital of the Company is Rs.400000000 divided in to 114726820 ordinary
shares of Rs. 2/- each and 85273180 Unclassified Shares of Rs. 2/- each.
Brief Audited Financials of DCBL are as follows:
(Rs. In lacs)
Particulars March 31, March 31, March 31,
2007 2008 2009
Total Paid up Capital 854.6 1616.9 1618.8
Paid up Equity Capital 854.6 1616.9 1618.8
Reserves & Surplus 74493.7 113097.4 125201.2
Sales/Total Income 115666.9 164522.2 174279.80
Profit/(Loss) after Tax (PAT) 22893.4 34715.2 15862.3
Earning per Share (In Rs.) 53.95 69.70 19.61
NAV (In Rs.) 157.96 132.95 148.95
126
Shri Nataraj Ceramic And Chemical Industries Limited
Shareholders Details:
Name of the Company : DALMIA CEMENT (BHARAT) LIMITED
Quarter ended : 31.03.2009
(1)(a) Statement showing Shareholding Pattern
Category Category of Shareholder No. of Total No. of Total Shares Plegded
Code Share No. of Shares shareholding as a or otherwise
holders Shares held in percentage of encumbered
Demate total no. of shares
rialize
Form
As a As a Number As a
percentage percentage of Shares percentage
of (A+B) of (A+B+C)
(A) Shareholding of Promoter and
Promoter Group
-1 Indian
(a) Individuals/ Hindu Undivided Family 16 5911524 355284 7.3 7.3 NIL NIL
(b) Central Government/State Governments - - - - - NIL NIL
NIL NIL
NIL NIL
(c) Bodies Corporates 11 39571237 7912242 48.89 48.89 NIL NIL
(d) Financial Institutions/Banks - - - - - NIL NIL
(e) Any Other (Specify) - - - - -
Sub -Total (A)(1) 27 45482761 8267526 56.19 56.19 NIL NIL
-2 Foreign NIL NIL
(a) Individuals (Non-Resident Individuals/
ForeignIndividuals) - - - - - NIL NIL
(b) Bodies Corporates - - - - - NIL NIL
(c) Institutions - - - - - NIL NIL
(d) Any Other (Specify) - - - - - NIL NIL
Sub-Total (A)(2) - - - - - N.A N.A
Total Shareholding of Promoter and
Promoter Group 27 45482761 8267526 56.19 56.19 N.A N.A
(B) Public shareholding
-1 Institutionsx
(a) Mutual Funds/UTI 1 2500 - - -
(b) Financial Institutions/Banks 26 1795250 1769994 2.22 2.22
(c) Central Government/State Governments 4 128155 59200 0.16 0.16
(d) Venture Capital Funds - - - - -
(e) Insurance Companies 3 1263921 1263921 1.56 1.56
(f) Foreign Institutional Investors 16 1052031 1052031 1.3 1.3
127
Shri Nataraj Ceramic And Chemical Industries Limited
(g) Foreign Venture Capital Investors - - - - -
(h) Any Other (Specify) - - - - - N.A N.A
Sub-Total (B)(1) 50 4241857 4145146 5.24 5.24
-2 Non-Institutions - -
(a) Bodies Corporates 369 10869673 10834894 13.43 13.43
(b) Individuals - -
(I) Individual shareholders holding nominal
share capital upto Rs. 1 lac 10872 8509630 5142890 10.51 10.51
(ii) Individual shareholders holding nominal
share capital in excess of Rs. 1 lac 15 1469915 1469915 1.82 1.82
(c) Any Other (Specify) - -
- Overseas Corporate Bodies 5 5245824 5245824 6.48 6.48
- Foreign Corporate Bodies 2 4470588 4470588 5.52 5.52
- Non Resident Indians 82 128745 63249 0.16 0.16
- Foreign Nationals 15 19655 - 0.02 0.02
- Custodian of Enemy Property 140 188303 - 0.23 0.23
- Trusts 6 62450 62450 0.08 0.08
- Clearing Members 24 229379 229379 0.28 0.28 - -
- Directors and their relatives # 3 20523 20523 0.03 0.03 N.A N.A
Sub-Total (B)(2) 11533 31214685 27539712 38.57 38.57 - -
Total Public Shareholding 11583 35456542 31684858 43.81 43.81 N.A N.A
(B) = (B)(1)+(B)(2)
Total (A)+(B) 11610 80939303 39952384 100.00 100.00 - -
(C) Shares held by Custodians and against - - -
which Depository Receipts have been
issued
GRAND TOTAL(A)+(B)+(C ) 11610 80939303 39952384 100.00 100.00
# Since the Directors of the Company do not exercise control over the Company, the shareholding of Directors and
their relatives has been shown under the category Public Shareholding.
Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”
Sr. Name of the Shareholder No. of Shares Shares as a percentage of
No. total no. of shares {I.e. Grand
Total (A)+(B)+(C) indicated in
Statement at para (1)(a) above
(a) Individuals/Hindu Undivided Family
1 Shri V. H. Dalmia 9044 0.01
2 Smt. Abha Dalmia 1000 0.00
3 Shri Jai Hari Dalmia 1635010 2.02
4 Smt. Kavita Dalmia 301870 0.37
5 Shri Gautam Dalmia 677290 0.84
128
Shri Nataraj Ceramic And Chemical Industries Limited
6 Smt. Anupama Dalmia 11250 0.01
7 Ku. Vadehi Dalmia 37180 0.05
8 Ku. Sukeshi Dalmia 37180 0.05
9 Shri Jai Hari Dalmia C/o J. H. Dalmia (HUF) 315175 0.39
10 Shri Yadu Hari Dalmia 602380 0.74
11 Smt. Bela Dalmia 553495 0.68
12 Shri Puneet Dalmia 742055 0.92
13 Smt. Avantika Dalmia 660265 0.82
14 Ku. Shrutipriya Dalmia C/o Shrutipriya Dalmia Trust 86665 0.10
15 Shri Yadu Hari Dalmia C/o Y. H. Dalmia (HUF) 241005 0.30
16 Shri R. H. Dalmia C/o R. H. Dalmia Parivar Trust 660 0.00
5911524 7.30
(b) Bodies Corporate :
1 Mayuka Investment Limited 16407477 20.27
2 Shree Nirman Limited 6540130 8.08
3 Sita Investment Company Limited 5876800 7.26
4 Keshav Power Private Limited 1001000 1.24
5 Ankita Pratisthan Limited 5829070 7.20
6 Rama Investment Company Private Limited 2644985 3.27
7 Himgiri Commercial Limited 738265 0.91
8 Kavita Trading & Investment Co. Pvt. Ltd. 300570 0.37
9 Puneet Trading and Investment Co. Pvt. Ltd. 109080 0.14
10 Alirox Abrasives Limited 120360 0.15
11 Valley Agro Limited 3500 0.00
39571237 48.89
Note :- The shares held by a shareholder under different folios have been clubbed together.
(1)(c) Statement showing Shareholding of persons belonging to the category “Public” and holding more than 1% of the
total no. of shares
Sr. No. Name of the Shareholder No. of Shares Shares as a percentage of
total no. of shares {I.e. Grand
Total (A)+(B)+(C ) indicated
in Statement at para (1)
(a) above
1 Boron India Limited 3576470 4.42
2 Horsell Investments Limited 1844785 2.28
3 Dharti Investments and Holdings Limited 1739844 2.15
4 Camberley Investments Limited 1409020 1.74
5 Life Insurance Corporation of India 1259685 1.56
6 Jubiliant Enterprises Private Limited 987326 1.22
7 Boron South Asia Limited 894118 1.10
8 The Oriental Insurance Company Limited 884361 1.09
12595609 15.56
129
Shri Nataraj Ceramic And Chemical Industries Limited
Top 10 Shareholders as on 31.03.2009:
Name of Shareholder No. of Shares % of Total shareholding
Mayuka Investment Limited 16407477 20.27
Shree Nirman Limited 6540130 8.08
Sita Investment Company Limited 5876800 7.26
Ankita Pratisthan Limited 5829070 7.20
Boron India Limited 3576470 4.42
Rama Investment Company Private Limited 2644985 3.27
Horsell Investments Limited 1844785 2.28
Dharti Investments and Holdings Limited 1739844 2.15
Shri Jai Hari Dalmia 1635010 2.02
Camberley Investments Limited 1409020 1.74
Details of Prices of Shares:
The highest and lowest market price of shares during the preceding six Months:
The shares of DCBL are listed on Bombay Stock Exchange Limited, National Stock Exchange of India Limited and
Madras Stock Exchange Limited.
The stock market data as available on the website of the National Stock Exchange of India Limited is mentioned hereunder:
High Low
Period Date Rate No. of Net Date Rate No. of Net
in Rs. Shares Turnover in Rs. Shares Turnover
Traded (Rs. in Lacs) Traded (Rs. in Lacs)
Dec 2008 17/12/2008 89 15167 13.09 11/12/2008 68.25 15965 11.33
Jan 2009 06/01/2009 89 68589 57.23 09/01/2009 73.10 6798 5.31
Feb 2009 17/02/2009 86.70 53763 44.52 03/02/2009 74.00 13169 10.35
Mar 2009 26/03/2009 79.80 89045 70.69 06/03/2009 71.30 43447 31.47
April 2009 16/04/2009 106.85 19946 19.81 01/04/2009 77.50 7434 5.98
May 2009 29/05/2009 142 383996 514.51 12/05/2009 88.10 3443 3.29
The stock market data as available on the website of the Bombay Stock Exchange Limited is mentioned hereunder:
High Low
Period Date Rate No. of Net Date Rate No. of Net
in Rs. Shares Turnover in Rs. Shares Turnover
Traded (Rs. in Lacs) Traded (Rs. in Lacs)
Dec 2008 26/12/2008 90.00 1156 0.90 02/12/2008 67.20 9728 7.14
Jan 2009 07/01/2009 91.90 13414 10.97 13/01/2009 73.55 942 0.73
Feb 2009 17/02/2009 86.90 13666 11.26 24/02/2009 75.50 2568 2.00
March 2009 30/03/2009 82.45 203766 164.88 06/03/2009 71.65 9131 6.64
April 2009 16/04/2009 104.40 21205 21.01 01/04/2009 78.50 2804 2.24
May 2009 29/05/2009 142.70 222954 299.90 05/05/2009 89.50 12551 11.92
130
Shri Nataraj Ceramic And Chemical Industries Limited
COMPLAINTS REPORT FOR THE PERIOD 01/04/2009 TO 31/05/2009
SUB_CODE DESCRIPTION RECEIVED RESOLVED PENDING
DW09 NON RECEIPT OF DIVIDEND WARRANTS 10 10 0
SH15 NON RECEIPT OF DUP/TRANSMISSION/
DELITION OF SCS 1 1 0
SH16 NON RECEIPT OF SECURITIES 7 7 0
SH21 NON RECEIPT OF FRESH/NEW SECURITIES 3 3 0
TOTAL 21 21 0
Details of public or rights issue in the preceding three years: The company has not made any public or rights issue of
securities in the preceding three years.
Information regarding adverse factors related to the company:
* The company has not become a sick company within the meaning of the Sick Industrial Companies (Special Provisions)
Act, 1995.
* The Company is not under winding up.
* The company has not made a loss in the immediately preceding year.
Related Business Transactions:
The company is having a job work arrangement with Shri Nataraj Ceramic and Chemical Industries Limited under which
job work charges of Rs. 1417.52 lacs have been paid during the year 2008-09.
131
Shri Nataraj Ceramic And Chemical Industries Limited
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIALS
The following is the discussion of the financial condition and results of operations together with the Company’s audited
restated financial statements for the fiscal years ended March 31, 2005, 2006, 2007 ,2008 and 2009 including the
significant accounting policies and notes thereto and reports thereon which appear elsewhere in this Letter of Offer.
These financial statements have been prepared in accordance with Indian GAAP, the Companies Act and as required
under the SEBI Guidelines.
Unless indicated otherwise, the financial data in this section is derived from the Company’s restated unconsolidated
financial statements prepared in accordance with Indian GAAP and included in this Letter of Offer. The Company’s
fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the 12 month period ended
March 31 of that year. This discussion contains forward-looking statements that involve risks and uncertainties. The
actual results may differ from those projected in the forward-looking statements. Factors that might cause future results
to differ significantly from those projected in the forward-looking statements include, but are not limited to, those discussed
below and elsewhere in this Letter of Offer, particularly under “Risk Factors” beginning on page no. viii of this Letter of
Offer.
i. OVERVIEW OF THE BUSINESS OF THE COMPANY
Shri Nataraj Ceramic and Chemical Industries Limited was originally incorporated Dalmia Ceramic Industries
Limited on June 21, 1973, under the Companies Act, 1956, with the Registrar of Companies, Tamil Nadu, vide
Certificate of Incorporation No. 18-06372. Mr. M. Satyanarayana, Mr. N. Ramaswamy Ayyar, Mr. Y.H. Dalmia,
Mr. P.V. Krishnan, Mr. B.V. Raju, Mr. K.R. Nagarajan and K.Sitaraman were the subscribers to the Memorandum
and Articles of Association.
The name of the Company was changed to Shri Nataraj Ceramic and Chemical Industries Limited, and a fresh
Certificate of Incorporation issued on November 01, 1983 by the Registrar of Companies, Tamil Nadu at Chennai
(then Madras). The Company has its registered office at Dalmiapuram, P.O. Kallakudi-621651, Dist. Tiruchirapalli,
Tamil Nadu.
The Company’s manufacturing facilities for refractory bricks are located at Dalmiapuram, P.O. Kallakudi-621651,
Dist. Tiruchirapalli, Tamil Nadu, at Jam Nagar, Dwarka Road, Jam-Khambalia, Gujarat, 361305 and 23-27 and
29A, G.I.D.C, Wankaner, Distt. Rajkot, Gujarat.
Manufacturing unit of the company has been running successfully and generating cash profits since inception. The
Company has registered a net sales turnover of Rs. 7452.22 lacs and PAT of Rs. 623.45 lacs for FY 2008-09.
ii. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
Save as mentioned herein-below in this Letter of Offer, in the opinion of the Board of Directors of the Company,
there have not arisen any circumstances since March 31, 2009 which materially and adversely affect, or are likely
to materially and adversely affect, the Company’s manufacturing or sales or the profitability of the Company, or the
value of the assets, or the Company’s ability to pay its liabilities within the next 12 months.
iii. FACTORS AFFECTING THE COMPANY’S RESULTS OF OPERATIONS
The financial condition of the Company and its results of operations are affected by numerous factors including the
following:
General economic and business conditions:
The demand for the Company’s products and business is dependent on general economic conditions in India and, may be
affected if there are changes in business conditions in the country. In the era of globalization and cutthroat competition,
the Indian Industry is facing hurdles, which depend upon the following factors:
a. Demand:
The demand for refractories is linked to the GDP Growth. The demand for refractories is influenced by various other
factors like national economic growth, industrial production, promotional expenditure, population growth,
Government’s allocation for the infrastructure sector and government support to the refractories industry for meeting
the growing domestic demand for ceramics and chemicals, enhancing the per capita consumption, achieving economies
of scale and attaining global competitiveness.
132
Shri Nataraj Ceramic And Chemical Industries Limited
b. Competition:
Selling prices of the Company’s products may be affected if competition intensifies. After globalization, India was
facing many difficulties, due to competition from various nations and incompetence in the internal governance. Main
threats are from foreign nations. Hence it is necessary to analyze India’s position in global arena.
c. Capacity:
The existing manufacturing activities cover three refractory units with installed capacity of 88000 MT per annum.
d. Raw Material:
Raw material for Company’s refractories unit is mainly Bauxite. Fluctuations in its cost may alter the cost structure
and affect profitability.
e. Other Factors:
The Company’s results of operations are dependent upon its success in managing its inventories. The Company has
to schedule out production process and procurements according to delivery schedule of customers. Any change in
schedule may affect its operation in the short run.
f. Labour:
The refractories Industry is labour intensive. The competitive strength of the Company depends upon the availability
and efficiency of its labour force. The management-labour relations are cordial and the Company has not experienced
any labour trouble in the past.
g. Cost of funds:
Another important problem that is hampering the India’s competitiveness is the cost of funds available for promoting
new projects. The higher cost of funds increases the required rate of return of projects, which consequently impedes
further investment in any projects. Lending rates in India continues to be still higher in comparison to the international
markets. Interest rate is mainly a function of two factors namely underlying liquidity and policies of the RBI, which
in turn is influenced by trends in international rates, external sector scenario and inflation rate.
Key factors influencing results of operations
Several factors influence the Company’s results of operations, financial condition and cash flow significantly. The key
factors affecting its operations include:
1. Fluctuation and increase in raw material prices.
2. New competitive businesses.
3. Government Regulations and Policies.
4. Any slow down in the economic growth.
For more information on these and other factors/developments, which have or may affect the Company, please refer to the
section titled “Risk Factors” beginning on page no. viii, and the section titled “Business Overview” on page no. 38 of this
Letter of Offer.
Critical Accounting Policies
The Company’s financial statements are prepared in accordance with generally accepted accounting principles, the applicable
accounting standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies
Act, 1956. Certain of the accounting policies are particularly important to the portrayal of the financial position and results
of operations and require the application of assumptions and estimates of the management. For further details please refer
to the section titled “Financial Information-Significant Accounting Policies and Notes to accounts” at page nos. 65 and 66
of this Letter of Offer. Some of the important accounting policies are as under.
1. Basis of Preparation of Financial Statement
i. The financial statements have been prepared under the historical cost convention and on the accounting principles
of going concern. Accounting polices not specifically referred to otherwise are in accordance with the generally
accepted accounting principles and materially comply with the mandatory accounting standards issued by the
Institute of Chartered Accountants of India.
133
Shri Nataraj Ceramic And Chemical Industries Limited
ii. The Company follows mercantile system of accounting and recognise significant items of income and expenditure
on accrual basis.
iii. In order to comply with the requirements of section 211(3C) of the Companies Act, 1956, the Company is
complying with the provisions of the Accounting-Standards issued by the ICAI.
2. Revenue Recognition
Sales are inclusive of Excise Duty and are booked on the basis of dispatches from factory gates.
Fixed Assets and Depreciation
• Fixed Assets are stated at cost of acquisition or construction and include interest on specific borrowings for new
projects upto commissioning.
• Leasehold Land is being amortised over the lease period.
• Depreciation is provided on straight line method for the fixed assets at Dalmiapuram and Khambalia Works and on
written down value method for the fixed assets at New Delhi Office at the rates specified in Schedule XIV to the
Companies Act, 1956.
3. Investments
Long-term Investments are stated at cost. However, provision for diminution in value is made to recognise a decline
other than temporary in the value of investments. Current Investments are stated at cost or fair value, whichever is
lower.
4. Inventories
• Finished goods, Semi-finished goods, Stores, Spares and Raw Materials including materials in transit are
valued at cost or net realisable value, whichever is lower.
• Loose tools are valued at cost.
• Cost is determined using weighted average cost method.
5. Employee Benefits
• Defined Contribution Plan:
Employee benefits in the form of the Company’s contribution to provident fund, pension scheme, superannuation
fund and ESI are considered as defined contribution plan and charged to the profit and loss account of the year
when the contribution to the respective funds are due.
• Defined Benefit Plan:
Retirement benefits in the form of gratuity and leave encashment are considered as defined benefit obligations
and are provided for on the basis of an actuarial valuation as at the date of the balance sheet using the
projected unit credit method which considers each period of service as giving rise to an additional unit of
benefit entitlement and measures each unit separately to build up the final obligation. Past services are
recognized on a straight line basis over the average period until the amended benefits become vested. Obligation
is measured at the present value of estimated future cash flows using a discounted rate that is determined by
reference to market yields at the balance sheet date on Government bonds where the currency and terms of the
Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.
• The expenditure on voluntary retirement schemes is charged to the profit and loss account in the year in
which it is incurred.
6. Excise Duty
Excise Duties recovered are included in the gross sale value of products.
7. Foreign Currency Conversion/Transaction
Foreign currency transactions are recorded on initial recognition at the rate prevailing on the date of transaction.
Where export bills are negotiated with the bank, the export sales are recorded at the rate on the date of negotiation
as the said rate approximates the actual rate on the date of the transaction.
134
Shri Nataraj Ceramic And Chemical Industries Limited
Foreign currency monetary items are reported using the closing rate. Exchange differences arising on settlement of
monetary items or on reporting the same at the closing rate as at the balance sheet date are recognized as income or
expense in the period in which they arise.
The premium or discount arising at the inception of forward exchange contract is amortised as an expense or income
over the life of the contract.
8. Impairment of Assets
Impairment losses, if any, are recognised in accordance with the accounting standard issued in this regard by The
Institute of Chartered Accountants of India.
9. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised in respect of obligations where, based on the evidence available, their existence at the
Balance Sheet date is considered probable. Contingent liabilities are shown by way of Notes to Accounts in respect
of obligations where, based on the evidence available, their existence at the Balance Sheet date is considered not
probable. Contingent assets are not recognised in the Accounts.
10. Taxation on Income
Current Tax is the tax payable for the period determined as per the provisions of the Income Tax Act, 1961. The
Provision for deferred tax has been made in accordance with the requirement of Accounting Standard 22 issued by
the Institute of Chartered Accounts of India (ICAI).
COMPARISON OF SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE OF THE COMPANY FOR THE
PAST THREE YEARS IS AS FOLLOWS:
(Rs. In Lacs)
Expenditure Year Ended 31.3.2009 Year ended 31.3.2008 Year ended 31.3.2007
Amt. % Amt. % Amt. %
Sales
Of Products manufactured by
the company 8628.12 6098.16 3992.77
Less: Inter Segment Transfer 790.70 729.29 458.45
7837.42 5368.87 3534.32
Less: Excise Duty 641.37 530.48 371.98
Net Sales 7196.05 96.56 4838.39 92.48 3162.34 95.06
Other Income 251.04 3.37 238.91 4.57 305.96 9.20
Increase/Decrease in Stock 5.13 0.07 154.25 2.95 (141.66) -4.26
Total Income 7452.22 5231.55 3326.64
Purchase 573.37 7.69 394.93 7.55 -
Raw Material Consumed 2284.11 30.65 1500.59 28.68 776.09 23.33
Manufacturing Expenses 1904.95 25.56 1302.61 24.90 942.70 28.34
Payment & Provision for Employees
(Personnel expenses) 1064.94 14. 29 846.43 16.18 644.32 19.37
Administrative Expenses 292.69 3.93 188.06 3.59 135.86 4.08
Selling & Distribution Expenses 126.01 1.69 80.62 1.54 53.67 1.61
Miscellaneous Expenses w/o 0.01 0 1.30 0.02 0.56 0.02
Total 6246.08 83.82 4314.54 82.47 2553.20 76.75
135
Shri Nataraj Ceramic And Chemical Industries Limited
Depreciation 136.17 1.82 94.01 1.80 79.38 2.39
Interest & Finance Charges 110.22 1.48 65.05 1.24 22.37 0.67
Net Profit before Tax 959.75 12.88 757.95 14.49 671.69 20.19
Provision for Income Tax 260.00 230.00 225.00
Adjustments For Income Tax
Provision for FBT 9.50 8.50 5.46
Provision for Deferred tax liabilities 66.80 30.00 (15.00)
Net Profit before Adjustments 623.45 8.37 489.45 9.36 456.23 13.71
Adjustments
Current Tax impact of Adjustments
Net Profit as Restated 623.45 8.37 489.45 9.36 456.23 13.71
(% is in relation to total income)
COMPARISON OF FY 2009 WITH FY 2008 - REASONS FOR VARIANCE
Sales (Net of Excise Duty)
The Net Sales accounted for Rs.7196.05 lacs during the year 2008-09 as compared to Rs.4838.39 lacs during the year
2007-08 and increased by 48.73%. It accounted for 96.56% of the total income in the FY 2008-09 as against 92.48% of
2007-08. The increase in turnover in F.Y. 2008-09 was on account of the increased in demand of Refractory items by
infrastructure industries mainly by Cement Industries resulting in increase in sales quantity which has gone up to 38894
MT in 2008-09 as compared to 2007-08.
Other Income
The income from other sources showed a increase from Rs.238.91 lacs in F.Y. 2007-08 to Rs.251.04 lacs in F.Y. 2008-09.
Total Income
The total Income of the Company was Rs.7452.22 lacs in F.Y. 2008-09 as compared to Rs.5231.55 lacs in F.Y. 2007-08.
This increase of 42.45% in total income was on account of increased sales volume and better realization by the company
during F.Y. 2008-09.
Purchase
Purchases of bought out items have increased to Rs. 573.37 Lacs in 2008-09 as compared to Rs. 394.93 Lacs in 2007-08
and increased by 45.18%
Raw Material Consumed
Raw material consumption as a %age of total Income has increased from 30.65% in FY 2007-08 to 28.68% in FY 2008-09.
The raw material consumption in FY 09 increased to Rs.2284.11 lacs from Rs.1500.59 lacs in FY08. This increase in rawmaterial consumption is mainly on account of increase in production and increase in price of raw materials and usage of
imported Raw Material which increased to 22.92% in 2009 from 19.92% in 2008.
Manufacturing Expenses
Major heads under manufacturing expenses constitute Power & Fuel, Stores & Spares and Repair & Maintenance. Power& Fuel costs cover a major portion of total manufacturing expenses. The manufacturing expense as a %age of total income
has increased from 24.90% (2007-08) to 25.56% (2008-09) and was Rs.1904.95 lacs in F.Y. 2008-09 as compared to Rs.1302.61 lacs in F.Y. 2007-08 due to overall increase in the prices.
Personnel Expenses
The Personnel expenses basically consist of Salaries, Wages, Overtime, Bonus, Gratuity, and Contribution to employee
benefit schemes and other related benefit. The personnel expenses in FY 2008-09 were Rs. 1064.94 lacs as compared toRs. 846.43 lacs in FY 2007-08. The %age decrease in the Personnel expenses to Total Income was from 16.18% (2008) to
14.29% (2009). This decrease in 1.89% of personnel expenses to total expenses is basically due to significant increase in
production which was 81842 MT in 2008-09 as against 69522 MT in 2007-08.
136
Shri Nataraj Ceramic And Chemical Industries Limited
Administrative Expenses
The administrative expenses as a percentage of total income have increased from 3.59% (2007-08) to 3.93% (2009). The
expenses in FY 208-09 were Rs. 292.69 lacs as compared to Rs.188.06 lacs in FY 2007-08. This slight increase in expenses
is mainly on account of increased cost of overhead.
Selling Expenses
The selling expenses as a percentage of total income have increased from 1.54% (2007-08) to 1.69% (2008-09). The
expenses in FY 2008-09 were Rs. 126.01 lacs as compared to Rs. 80.62 lacs in FY 2007-08. This marginal increase in
expenses is mainly on account of increased cost of selling overheads.
Depreciation
Depreciation for FY 2008-09 was Rs. 136.17 lacs as compared to Rs. 94.01 lacs in FY 2007-08. Deprecation as a %age
of total income during the year 2008-09 was 1.83% as compared to 1.80% during 2007-08. This increase in value is on
account of addition in Plant and Machinery for capacity expansion.
Interest & Finance Charges
Interest and finance charges increased from Rs. 65.05 lacs in FY 2007-08 to Rs. 110.22 lacs in FY 2008-09. The finance
charges as a %age of total income increased from 1.24% (2007-08) to 1.48% during 2008-09. This increase in finance
cost was due to higher utilization of credit limits and because of increase in volume of operations and interest on Term
Loan utilized for capacity expansion.
Profit before Tax
Profit Before Tax was Rs. 959.75 lacs in fiscal year 2009 as compare to 757.95 lacs in fiscal year 2008, the profit as
percentage of total income has decreased from 14.49% (2008) to 12.88% (2009) due to increase in raw material
manufacturing expenses and overhead cost.
Profit after tax
The profit after tax was Rs. 623.45 lacs in fiscal year 2009 as compared to profit after tax of Rs. 489.45 lacs in fiscal year
2008. The profit after tax as a percentage of total income marginally decreased from 9.36% in fiscal year 2008 to 8.37%
during 2009 because of increased cost of Raw Material. Manufacturing expenses and selling overheads.
REVIEW OF FINANCIAL POSITION
Fixed Assets
Fixed assets comprised mainly of land, building, plant and machinery, electrical installation, generator, vehicle, office
equipment, furniture & fixture and computers.
Current Assets
Current assets consist of inventories, debtors, cash and bank balances, and loans and advances. Current assets have
generally increased in line with the Operation of the Company’s business activities. Total Current assets as at the year
ended on 31.3.2009 was Rs. 5012.32 lacs as compared to Rs. 3374.98 lacs as at 31.3.2008.
Current Liabilities and Provisions
Current liabilities comprise sundry creditors against goods, expenses payable, other payables, provisions for gratuity and
leave encashment. Current liabilities and provisions as at fiscal year ended 2009 was Rs. 2273.24 lacs as compared to Rs.
1709.88 lacs as at the fiscal year ended 2008.
Non-Current Liabilities
Non-current liabilities as at 31.3.2009 were Rs. 1924.13 lacs as compared to 873.85 lacs at Fiscal year ended on 31.3.2008.
The increase is mainly due to increase in long-term secured loans from banks and of deferred tax liability.
Net Worth
Net worth as at 31-03-2009 was Rs. 3160.13 as compared to Rs. 2583.48 lacs at the end of the previous fiscal year 2008.
137
Shri Nataraj Ceramic And Chemical Industries Limited
COMPARISON OF FY 2008 WITH FY 2007 - REASONS FOR VARIANCE
Sales (Net of Excise Duty)
The Net Sales accounted for Rs.4838.39 lacs during the year 2007-08 as compared to Rs.3162.34 lacs during the year
2006-07 and increased by 53%. It accounted for 92.48% of the total income in the FY 2008. The increase in turnover in
F.Y. 2007-08 was on account of the increased demand of Refractory items by infrastructure industries mainly by Cement
Industries.
Other Income
The income from other sources showed a decrease from Rs.305.96 lacs in F.Y. 2006-07 to Rs.238.91 lacs in F.Y. 2007-08.
Total Income
The total Income of the Company was Rs.5231.55 lacs in F.Y. 2007-08 as compared to Rs.3326.64 lacs in F.Y. 2006-07.
This increase of 57.26% in total income was on account of increased sales volume, better realization & reduction of
manufacturing expenses by the company during F.Y. 2007-08.
Purchase
Purchases of bought out items have been made during the year Rs. 394.93 Lacs. Nothing like bought out items has been
purchased during F.Y. 2006-07
Raw Material Consumed
Raw material consumption as a %age of total Income has increased from 23.33% in FY07 to 28.68% in FY08. The raw
material consumption in FY08 increased to Rs.1500.59 lacs from Rs.776.09 lacs in FY07. This increase in raw material
consumption is mainly on account of increase in production and increase in price of raw materials and usage of imported
raw material which has gone up to 19.92 %.
Manufacturing Expenses
Major heads under manufacturing expenses constitute Power & Fuel, Chemicals, Stores & Spares and Machine Repair &
Maintenance. Power & Fuel costs cover a major portion of total manufacturing expenses. The manufacturing expenses as
a %age of total income has reduced from to 28.34% (2007) to 24.90% (2008) and was Rs.1302.61 lacs in F.Y. 2008 as
compared to Rs. 942.70 lacs in F.Y. 2007 due to overall effective cost measures.
Personnel Expenses
The Personnel expenses basically consist of Salaries, Wages, Overtime, Bonus, Gratuity, and Contribution to employee
benefit schemes and other related benefit. The personnel expenses in FY08 was Rs. 846.43 lacs as compared to Rs. 644.32
lacs in FY07. The %age decrease in the Personnel expenses to Total Income was from 19.37% (2007) to 16.18% (2008).
This decrease in personnel expenses to total expenses is basically due to increase in production.
Administrative Expenses
The administrative expenses as a percentage of total income has decreased from 4.08% (2007) to 3.59% (2008). The
expenses in FY08 were Rs. 188.06 lacs as compared to Rs. 135.86 lacs in FY07. This decrease in expenses is mainly on
account of increased sales.
Selling Expenses
The selling expenses as a percentage of total income has decreased from 1.61% (2007) to 1.54% (2008). The expenses in
FY08 were Rs. 80.62 lacs as compared to Rs. 53.67 lacs in FY07. This marginal decrease in expenses is mainly on account
of increased sales
Depreciation
Depreciation for FY08 was Rs. 94.01 lacs as compared to Rs. 79.38 lacs in FY07. Deprecation as a %age of total income
during the year 2007-08 was 1.80% as compared to 2.39% during 2006-07. This increase in value is on account of addition
in Plant and Machinery.
Interest & Finance Charges
Interest and finance charges increased from Rs. 22.37 lacs in FY07 to Rs. 65.05 lacs in FY08. The finance charges as a
%age of total income increased from 0.67% (2007) to 1.24% during 2008. This increase in finance cost was due to higher
utilization of credit limits and increase in rate of interest by the bank.
138
Shri Nataraj Ceramic And Chemical Industries Limited
Profit before Tax
Profit Before Tax was Rs. 757.95 lacs in fiscal year 2008 as compare to 671.69 lacs in fiscal year 2007, the profit as
percentage of total income has decreased from 20.19% (2007) to 14.49% (2008) due to increase in raw material cost.
Profit after tax
The profit after tax was Rs. 489.45 lacs in fiscal year 2008 as compared to profit after tax of Rs. 456.23 lacs in fiscal year
2007. The profit after tax as a percentage of total income marginally decreased from 13.71% in fiscal year 2007 to 9.36%
during 2008.
REVIEW OF FINANCIAL POSITION
Fixed Assets
Fixed assets comprised mainly of land, building, plant and machinery, electrical installation, generator, vehicle, office
equipment, furniture & fixture and computers.
Current Assets
Current assets consist of inventories, debtors, cash and bank balances, and loans and advances. Current assets have
generally increased in line with the Operation of the Company’s business activities. Total Current assets as at the year
ended on 31.3.2008 was Rs. 3374.98 lacs as compared to Rs. 1972.37 lacs as at 31.3.2007.
Current Liabilities and Provisions
Current liabilities comprise sundry creditors against goods, expenses payable, other payables, provisions for gratuity and
leave encashment. Current liabilities and provisions as at fiscal year ended 2008 was Rs. 1709.88 lacs as compared to Rs.
1414.05 lacs as at the fiscal year ended 2007.
Non-Current Liabilities
Non-current liabilities as at 31.3.2008 were Rs. 873.85 lacs as compared to 406.41 lacs at Fiscal year ended on 31.3.2007.
The increase is mainly due to increase in long-term secured loans.
Net Worth
Net worth as at 31-03-2008 was Rs. 2583.48 as compared to Rs. 2117.43 lacs at the end of the previous fiscal year 2007.
COMPARISON OF FY 2007 WITH FY 2006 - REASONS FOR VARIANCE
Sales (Net of Excise Duty)
The Net Sales accounted for Rs. 3162.34 lacs during the year 2006-07 as compared to Rs. 2955.35 lacs during the year
2005-06. It accounted for 95.06% of the total income in the FY 2007, and showed marginal increase of 7% in the FY
2007. The increased turnover in F.Y. 2006-07 was on account of better price.
Other Income
The income from other sources showed a marginal increase from Rs. 92.41 lacs in fiscal year 2006 to Rs. 305.96 lacs in
fiscal year 2007. The Other Income in fiscal year 2007 was higher due to Income from Sale of low grade bauxite.
Total Income
The Company registered an increase of about 5.67% in its total income for the FY 2007 compared to the previous year on
account of increased sales in the F.Y. 2006-07. The total Income of the Company was Rs. 3326.64 lacs in fiscal year 2007
as compared to Rs. 3148.06 lacs in fiscal year 2006.
Raw Material Consumed
Raw material consumption as a %age of total Income has slightly increased from 23.09% in FY06 to 23.33% in FY07.
The raw material consumption in FY07 increased to Rs. 776.09 lacs from Rs. 726.95 lacs in FY06. This increase in raw
material consumption is mainly on account of increased price.
Manufacturing Expenses
Major heads under manufacturing expenses constitute Power & Fuel, Chemicals, Stores & Spare and Machine Repair &
Maintenance. Power & Fuel costs cover a major portion of total manufacturing expenses. The manufacturing expenses as
a %age of total income has reduced from to 31.82% (2006) to 28.34% (2007) due to effective cost control measures,
resulting in decrease from Rs. 1001.65 lacs in FY06 to Rs. 942.70 lacs in FY07.
139
Shri Nataraj Ceramic And Chemical Industries Limited
Personnel Expenses
The Personnel expenses basically consist of Salaries, Wages, Overtime, Bonus, Gratuity, and Contribution to employee
benefit schemes and other related benefit. The personnel expense in FY07 was Rs. 644.32 lacs as compared to Rs. 570.71
lacs in FY06. The %age increase in the Personnel expenses to Total Income was from 18.13% (2006) to 19.37% (2007).
This increase in personnel expenses to total expenses is basically due to annual increase in wages.
Administrative Expenses
The administrative expenses as a percentage of total income has decreased from 4.38% (2006) to 4.08% (2007). The
expense in FY07 was Rs. 135.86 lacs as compared to Rs. 137.93 lacs in FY06.
Selling Expenses
The selling expenses as a percentage of total income has increased from 1.59% (2006) to 1.61% (2007). The expenses in
FY07 were Rs. 53.67 lacs as compared to Rs. 50.11 lacs in FY06.
Depreciation
Depreciation for FY07 was Rs. 79.38 lacs as compared to Rs. 84.01 lacs in FY06. Deprecation as a %age of total income
during the year 2006-07 was 2.39% as compared to 2.67% during 2005-06.
Interest & Finance Charges
Interest and finance charges increased from Rs.17.18 lacs in FY06 to Rs. 22.37 lacs in FY07. The finance charges as a
%age of total income increased from 0.54% (2006) to 0.67% during 2007 due to change in rate of interest.
Profit before Tax
Profit before Tax increased from Rs. 559.29 lacs in fiscal year 2006 to 671.69 lacs in fiscal year 2007 and as % of total
income increased from 17.77% (2006) to 20.19% (2007), mainly due to increased selling price, reduction in manufacturing
expenses by optimum utilization of resources like power, fuel, water and manpower.
Profit after tax
The profit after tax was Rs. 456.23 lacs in fiscal year 2007 as compared to profit after tax of Rs. 360.62 lacs in fiscal year
2006. The profit after tax as a percentage of total income increased from 11.46% in fiscal year 2006 to 13.71% during
2007. This was largely due to the reversal of deferred tax provision.
REVIEW OF FINANCIAL POSITION
Fixed Assets
Fixed assets comprised mainly of land, building, plant and machinery, electrical installation, generator, vehicle, office
equipment, furniture & fixture and computers.
Current Assets
Current assets consist of inventories, debtors, cash and bank balances, and loans and advances. Current assets have
generally increased in line with the Operation of the Company’s business activities. Total Current assets as at the year
ended on 31.3.2007 was Rs. 1972.37 lacs as compared to Rs. 1743.76 Lacs as at 31.3.2006.
Current Liabilities and Provisions
Current liabilities comprise sundry creditors against goods, expenses payable, other payables, provisions for gratuity and
leave encashment. Current liabilities and provisions as at Fiscal Year ended 2007 was Rs. 1414.05 lacs as compared to
Rs. 689.00 lacs as at the Fiscal Year ended 2006.
Non-Current Liabilities
Non-current liability as at 31.3.2007 was Rs. 406.41 lacs as compared to 464.36 lacs at Fiscal year ended on 31.3.2006.
The decrease is mainly due to lesser utilization of credit facilities, secured loans & unsecured loans.
Net Worth
Net worth increased by Rs. 456.23 lacs during the fiscal year ended on 31.3.2007 to reach a level of Rs. 2117.43 lacs, as
compared to Rs. 1661.20 lacs at the end of the previous fiscal year 2006.
140
Shri Nataraj Ceramic And Chemical Industries Limited
LIQUIDITY AND CAPITAL RESOURCES
The Company depends on both internal and external sources of liquidity to fund working capital and capital expenditure.
The Company has traditionally funded the working capital requirements and capital expenditures from internally generated
funds, unsecured loans and debt financing. In respect of the debt funding of working capital, project or capital expenditure
the Company uses cash credit limits from AXIS bank. The Company has also entered into long term borrowings in the
form of term loans from AXIS Bank which has been in Rupees and has proposed dividend @ 50% for the Year 2008-09.
Dividend
The Company has declared and paid dividend @ 25% during the year 2008 provided in the statement of dividend paid on
page no 75 of this Letter of Offer.
Declaration by the Issuer
There are no changes in the activities of the issuer Company which may have a material impact on the statement of profits/
losses for the five years including discontinuance of lines of business, loss of agencies or markets and similar factors.
Information required as per clause 6.10.5.5(a) of the SEBI Guidelines:
i) Unusual or infrequent events or transactions
Nil
ii) Significant economic changes that materially affected or are likely to affect income from continuing operations
Nil
iii) Known Trends or Uncertainties that have had or are expected to have a material adverse impact on sales, revenue or
income from continuing operations
Apart from the risks as disclosed in this Letter of Offer, there are no other known trends or uncertainties that have had
or are expected to have a material adverse impact on sales, revenue or income from continuing operation.
iv) Future changes in relationship between costs and Income, in case of events such as future increase in labour or
material costs or prices that will cause a material change are known
Increase in the price of raw materials such as bauxite could materially affect cost as a percentage of revenue. The
risk on account of price fluctuation is reduced to a significant extent considering the fact that a rise in the price of
the basic raw material is passed on in the form of increased prices of the finished products.
v) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or increased sale prices
The increase in revenue has been mainly due to the Company being able to demand higher price from the market and
reduction in cost of inputs.
vi) Total turnover of each major industry segment in which the issuer company operated
The Company currently operates only in one industry segment i.e., manufacturing of refractories and the total revenue
of the Company represents revenue derived from that segment only.
vii) Status of any publicly announced new products or business segment -
Nil
viii) The extent to which the business is seasonal
The Company’s products are not seasonal in nature.
ix) Any significant dependence on a single or few suppliers or customers
The Company is not dependent on a single or few customers. The Company sources its raw material from a number
of suppliers and is not under threat from seasonal dependence on any single supplier.
x) Competitive Conditions
The Company faces competition from both bigger and smaller players.
141
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as described below:
• There are no outstanding litigation suits, criminal or civil, involving economic offences or proceeds or tax liability
against our company and our Directors that would have material adverse effect on our Business.
• There are no overdue, defaults to the Financial Institutions/Banks, Re-Scheduling of loans to Banks/Financial
Institutions by the Company. There are no pending offences of non-payment of statutory dues by the promoters of
the Company.
• There are no cases of litigation pending against the Company or against any other Company whose outcome could
have a materially adverse effect on the position of the Company. There are no pending litigations against the
promoters/directors in their personal capacities and also involving violation of statutory regulations or criminal
offences. There are no pending proceedings initiated for economic offences against the Directors, Promoters,
Companies and firms promoted by the promoters.
• There are no outstanding litigation, defaults etc., pertaining to matters likely to affect the operations and
• finances of the Company including disputed tax liability, prosecution under any enactment in respect of Schedule
XIII of the Companies Act, 1956.
• There is no litigation outstanding against the promoters/Directors in their personal capacity. The Company, its promoters
and other companies with which promoters are associated have neither been suspended by SEBI nor any disciplinary
action has been taken by SEBI other than those mentioned above.
• There are no past cases in which penalties were imposed by the concerned authorities on the Company or its directors.
I . OUTSTANDING LITIGATIONS INVOLVING THE COMPANY
A. FILED AGAINST THE COMPANY
1. LITIGATION INVOLVING CRIMINAL LAWS
There is no litigation pending against the Company involving Criminal Law.
2. LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS
There is no litigation pending against the Company involving Securities and Economic laws.
3. LITIGATION INVOLVING STATUTORY LAWS
There is no litigation pending against the Company involving statutory laws.
4. LITIGATION INVOLVING CIVIL LAWS
There is no litigation pending against the Company involving civil laws except as mentioned below.
• Mr. M. Charles was a Contract Labour engaged by the Company with effect from 31.12.1984. Section 6 of Employees
Provident Fund and Miscellaneous Provisions Act, 1952 provides for employee’s contribution to be deducted by the
employer and deposited in the provident fund account. During the period of his engagement with the company, for
fulfilling its obligations under this provision, the company has deducted money equal to employee’s contribution
from his monthly bill and deposited the same in the Provident Fund account. His contract with the Company was
terminated on 30.09.1988 by the Company. After termination of the contract, he filed a civil suit against the
company for refund of the deducted money. Total claim in this case is Rs. 177554.50. Case no. SCA/10/92 has been
allotted to this case. The matter is still pending before High Court and there is no development since 2002.
• Mr. Jusab Dost Mohamad was employee of M/s Mines Pvt. Contractor. M/s Mines Pvt. Contractor had terminated
his services. Jusab Dost Mohamad was under the impression that he was Employee of the Company. Under this
impression he filed a case in Labour Court, at Rajkot. The matter was thereafter transferred from Rajkot to Jamnagar
Labour Court, Jamnagar Labour Court issued a notice to the Company desiring that the matter should be disposed
off by the settlement. As per settlement made before labour court Company had offered him employment in the
company as a regular employee . this offer was not acceptable to him, thereafter company had retraced its offer.
142
Shri Nataraj Ceramic And Chemical Industries Limited
Thereafter he had filed a Civil Suit in Dist. Court of Khambhalia Court which was dismissed by the Court. Against
this dismissal order he filed present Civil Appeal (41/06). This appeal is pending inDist. Court of Khambhalia and
next hearing in this matter is fixed on 11.09.2008.
• An accident has taken place on 12.01.2006 Mr. Ranjit Singh. B. Sodha, Driver of vehicle, filed a claim petition
against the Company for compensation of Rs.1,00,000 at the District Court Khmabalia. Matter is still pending
without any development.
5. LITIGATION INVOLVING LABOUR LAWS
There is no litigation pending against the Company involving labour offences except as mentioned below.
• Mr. Vasant H. Vaghela was working as a Contract Worker with M/s Chirwa Agencies. M/s Chirwa Agencies was
engaged by the Company for receiving services of Contract Workers. Mr. Vasant H. Vaghela was terminated by M/
s Chirwa Agencies.
After that he had filed a case against the Company for permanent reinstatement in Company with full back wages.
Case No. LCJ/138/95 is allotted to this case. The case is still pending for applicant’s evidence and the next date of
hearing is 7th of July 2009.
• There is a case against the company for not fulfilling the vacancies under the Apprentice Act, 1961.Case no. 532/
2003 is allotted to this case. Latest date of hearing in this case was 15/06/2009. The case is still pending adjudication.
• Mr. Dilip Singh H. Chudsama was a permanent worker of the Company. He misbehaved and threatened an officer of
the Company. Thereafter based on an internal enquiry his service was terminated after giving one-month notice to
him.
Thereafter he had filed a case against the Company for reinstatement of job with full previous monetary entitlements.
Case No. LCJ/139/95 is allotted to this case. District Labour Court ordered the Company to reinstate the worker
but the Company has filed an appeal against the said order in Gujarat High Court.
• Mr. Manilal G. Bhatt was working as a ‘peon-cum-chokidar’ at Jamnagar unit of the company from 1985. Due to
administrative reason he had been transferred to Jam Khambalia unit. However, he did not join duty at Jam Khambalia
Unit; lastly, his service was terminated on 7 May, 1986.
Thereafter he had filed a case against the Company alleging that his service was terminated without giving notice
to him and without conducting an enquiry. He had lost his case in Labour Court thereafter he had filed a writ
petition in High Court against the order of the Labour Court. In Labour Court, case no. LCJ/2105/86 was allotted
to this case. The case is still pending adjudication.
• Mr.Jam Nagajan was transferred to Dalmiapuram works for training but he disobeyed the order. Therefore his service
was terminated after conducting full domestic enquiry. Now he is claiming reinstatement with full previous wages.
Case No. LCJ/301/01 was allotted to this case. The case is still pending adjudication. District Labour Court ordered
the Company to reinstate the worker but the Company has filed an appeal against the said order in Gujarat High
Court.
• Mr. Hitesh K. Sanchania employee of the Company was caught sleeping while on duty. He was also guilty of gross
negligence; his service was terminated after conducting a departmental enquiry by an authorised official of the
Company. Against the termination of his services he filed a case against the Company bearing No. LCJ/140/02.
Latest hearing in this case was on 6th of May 2008. However the matter is still pending.
• Fifteen Workers of the Company alongwith other workers went on an illegal strike and struck work. Company
thereafter terminated the services of the fifteen employees responsible for the strike. They filed separate cases
against the Company bearing no. LCJ/352/01 to LCJ/366/01 for reinstatement with full previous wages. Next date
of hearing in this case is 7th of July 2009. The case is still pending adjudication.
• Mr. Shankarlal Hariji was permanent worker of the company. He was employed in the production department of the
Company. He opted for VRS and got relieved on 6/12/2006. He never came to the Company for receiving his full
and final settlement dues. There after Company had sent all his dues through Registered A.D which he refused to
accept and filed a case against Company to the Labour commissioner alleging that the Company had received his
resignation by force. Case no. LCJ/24/07 is allotted to this case. The case is still pending adjudication. The next
date fixed for hearing is 06th August 2009.
143
Shri Nataraj Ceramic And Chemical Industries Limited
• Mr. Puna Ram was working as a Contract Worker with M/s Bharati Enterprise. M/s Bharati Enterprise was engaged
by the Company for receiving services of Contract Workers. Mr. Puna Ram was terminated by M/s Bharati Enterprise.
After that, he had filed a case against the Company and claimed Rs. 1, 26,000 as compensation. Case No. W.C. (NF)
49/03 is allotted to this case. The case is still pending for applicant’s evidence and next date of hearing is 16th July
2009. The case is still pending adjudication.
• Mr. Allarakha Hasam was working as a Contract Worker with M/s Chirwa Agencies. M/s Chirwa Agencies was
engaged by the Company for receiving services of Contract Workers. Mr. Allarakha Hasam was terminated by M/
s Chirwa Agencies. After that he had filed a case against the Company for his gratuity, in Labour Court Company
has lost its case and has filed an Appeal against this order. However, the case is still pending for adjudication.
• Mr. Abbas Mammad was working as a Contract Worker with M/s Chirwa Agencies. M/s Chirwa Agencies was
engaged by the Company for receiving services of Contract Workers. Mr. Abbas Mammad was terminated by M/s
Chirwa Agencies. After that, he had filed a case against the Company for his gratuity, in Labour Court Company
has lost its case and has filed an Appeal against this order. The case is still pending for adjudication.
The total financial implication on the company on account of these labour cases is Rs. 5307230. It has already been
provisioned for the balance sheet as a contingent liability.
A. FILED BY THE COMPANY
• LITIGATION INVOLVING CRIMINAL LAWS
There is no litigation filed by the Company involving criminal offences
• LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS
There is no litigation filed by the Company involving securities or economic offences.
• LITIGATION INVOLVING STATUTORY LAWS
There is no litigation filed by the Company involving statutory law.
• LITIGATION INVOLVING CIVIL LAWS
There is no litigation filed by the Company involving civil laws except as mentioned below.
• Company purchased a Land in 1990 measuring 30 Acres and 30 Guntha from Mr. Bharatsingh who was an employee
of the Company. An initial amount of Rs. 1,84,000 was given to him as a loan. Subsequently, this loan amount had
been converted as a sale consideration. But thereafter he left the company and sold the land to others. Company had
filed a suit against him in the Jam Khambalia District Court. Suit no. 6/96 has been allotted to case. The case is still
pending adjudication.
If company loses this case it will also loose ownership of above said land.
II. OUTSTANDING LITIGATIONS INVOLVING ANY OF THE PROMOTER/ DIRECTOR OF THE
COMPANY
Other than above mentioned litigation involving the Statutory Laws, there is no other litigation pending against
any of the Director/ Promoter of the Company under any of the following heads:
1. LITIGATION INVOLVING CRIMINAL LAWS: NIL
2. LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS: NIL
3. LITIGATION INVOLVING CIVIL LAWS: NIL
4. LITIGATION INVOLVING LABOUR LAWS: NIL
There is no litigation filed by any of the other Directors/Promoters of the company under any of the following heads:
1. LITIGATION INVOLVING CRIMINAL LAWS: NIL
2. LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS: NIL
3. LITIGATION INVOLVING STATUTORY LAWS: NIL
4. LITIGATION INVOLVING CIVIL LAWS: NIL
5. LITIGATION INVOLVING LABOUR LAWS: NIL
144
Shri Nataraj Ceramic And Chemical Industries Limited
III. OUTSTANDING LITIGATIONS INVOLVING PROMOTER GROUP COMPANIES
A. FILED AGAINST THE PROMOTER GROUP COMPANIES
1. LITIGATION INVOLVING CRIMINAL LAWS
There is no litigation pending against the Promoter Group Company involving Criminal Laws.
2. LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS
There is no litigation pending against the Promoter Group Company involving Securities and Economic laws.
3. LITIGATION INVOLVING STATUTORY LAWS
There is no litigation pending against the Promoter Group Company involving statutory laws.
4. There is no default with regard to the following:
i) Financial Institutions/ Banks,
ii) Non payments of Statutory dues,
iii) Dues towards instrument holders like, debenture holders, fixed deposits, arrears of cumulative preference shares.
5. LITIGATION INVOLVING CIVIL LAWS
There is no litigation pending against the Company involving civil laws except as mentioned as under
CIVIL LITIGATION AGAINST DALMIA CEMENT (BHARAT) LTD.
a) Labour disputes pending before the High Court of Madras, involving an amount of Rs. 41.63 Lacs with respect to
claim for permanent employment by 4 contract workmen and also a dispute regarding retirement age of an employee.
As on date the disputed amount stands at Rs.56.76 Lacs after considering yearly increments in the contract labour
wages. The case is still pending adjudication.
b) The State of Tamil Nadu while renewing Mining Leases of the Company directed payment of compensation for the
surface rights on the Government Lands on which the Mining Leases were to be renewed or granted in favour of the
Company. Although the Company has succeeded in its Revision Petition before the Central Government, the State
Government of Tamil Nadu has filed Writ Petitions before the Madras High Court challenging the said orders of the
Central Government.
c) Haryana Government vide order dated December 14, 1989 proposed to acquire vacant factory land admeasuring
15.32 acres of Dalmia Electronics Corporation unit of the Company at Ballabhgarh. The Company has obtained a
Stay order from the Punjab and Haryana High Court restraining the State Government from dispossessing the land.
In the meanwhile, the Company has filed appropriate proceedings before the District Judge, Faridabad, for
enhancement of the quantum of the award, which is still pending.
d) DCB had entered into a contract with M/s Bulk Trading for sale of 36,000 metric tons of South African steam coal
delivery at Chennai port. The contract provided that M/s Bulk trading was to secure the vessel to effect delivery. M/
s Bulk trading was also to furnish complete particulars of the vessel nominated by it which would be within the
restrictions prevailing at the discharge port i.e. Chennai. Demurrage was to be borne on DCB account. The vessel
reached the port but could not berth as no berth was designed to handle the vessel, which was of 699ft. The delay
resulted in demurrage of 7 days and M/s Bulk Trading initiated Arbitrations proceedings under ICC Rules at
London. The sole Arbitrator conducted the proceedings and passed an award for USD 36, 584.74 plus simple
interest on the sum from 1.11.1999. DCB was also asked to pay costs amounting to GBP 14,484.70 plus USD
220,000 along with simple interest of 4 % from the date of Award till payment (Approx 45 Lacs plus 4% interest).
DCB challenged the Award under section 34 of Arbitration and Conciliation Act, 1996 before the District Court,
Trichy. The case is still pending adjudication.
e) The Company has contested a demand made by the ESI Department claiming contribution and interest thereon
aggregating to Rs. 2.13 Lacs. The Court has stayed 50% of the demand and the matter is presently pending.
f) Certain contract workers have filed a suit against the contractor and the Company claiming an amount of Rs. 50
Lacs towards the injuries caused during the period they were engaged in the construction site. The claim is presently
pending before the District Court at Tiruchirapalli. The Company has filed counter claim.
145
Shri Nataraj Ceramic And Chemical Industries Limited
EFFECT ON ISSUER COMPANY: - Chances of any adverse impact on the issuer company due to these litigations is
very remote, because business and activities of both the companies are not related to each other in any way except a Job
Work Agreement of issuer Company with DCB Ltd. here it is also mentionable that both the Company does not hold a
single share in each other except of the fact that both the companies are promoted by the same promoters.
CIVIL LITIGATION AGAINST OCL INDIA LIMITED
• SLP (CIVIL) NO.5264/2006 (CIVIL APPEAL NO. 1883/2006)
Filed by the State Orissa Challenging the final order passed by the Hon’ble High Court of Orissa striking down the
validity of “Orissa Rural infrastructure and Socio Economic development Act,2004 and Rules made there under and
notification dated 25.05.2005 issued under the provisions of Section 3 (2) .
• MOTOR ACCIDENT CLAIMS CASE NO. 27/2004 & 28/2004
The Company’s tanker OR-16A-9825 met with an accident on 03.12.2003 in which Shri Purna Chandra Choudhury,
resident of Sundargarh, died. His legal heirs lodged a claim for payment of Rs.5,00,000/- and Rs.50,000/- under
Section 166 and 140 of the Motor Vehicles Act in the Court of Motor Accident Claims Tribunal-1, Sundargarh. The
vehicle is insured with The Oriental Insurance Company and as such the payment liability will be on the insurance
company. The case is still pending adjudication.
• MOTOR ACCIDENT CLAIM CASE NO. 353/2006 &354/2006
The Company’s vehicle bearing No.OR-16-7168 met with an accident in which one person sustained injuries and
died. His legal heirs lodged a claim for payment of Rs.2,00,000 as compensation under Section 166 and 140 of the
Motor vehicles Act, in the court of Motor Accident Tribunal, Rourkela. The vehicle is insured with The Oriental
Insurance Company and as such the payment liability will be on the insurance company. The case is still pending
adjudication.
• OJC NO. 7741/1997
Jute Packaging Materials (Compulsory use in packing commodities) Act,1987 requires the Cement manufacturers to
use jute packaging materials for supply and distribution up to 50% of their production. Sundargarh Industrial Mazdoor
Union (SIMU) challenged the notification dated 15.03.1995 regarding compulsory use of 50% of jute bags as use of
jute bags is hazardous to the health of workmen. The Company has been made one of the Opposite Parties. Stay has
been granted by the Hon’ble court of Orissa. The case is pending.
• F A O NO.84/2005
North Frontier Railway filed the appeal against the order dated 28.05.2004 of Railway Claims Tribunal, Bhubaneshwar
in OA No.66/1994 and 67/1994 directing refund of Rs. 66,230/- along with 6% interest from the date of filing of the
claim to the Company. The claims were filed by the Company for claiming refund of excess freight charges collected
at the destination station on the basis of circular dated 14.06.1991, which was not in existence at the time of booking
of the consignment.
• WP (C) NO.80/2006
This case was filed by M/s Shiva Cement Limited challenging the action of the DRDA, Balasore in terminating the
agreement for supply of cement @Rs.141/- per bag and awarding the same contract to the Company @ Rs.158.50
per bag.
CASES FILED BY OCL
MISC. APPEAL CASE NO. 20/2008
(OCL India Limited Vs. Tahasildar, Rajgangpur)
Filed by the Company challenging the Notice cum stay order No. 3252 dated 07.11.2008 issued by the Tahasildar,
Rajgangpur registered as Lease Case No. 54/2008 directing the Company to show cause as to why land covered by Plot
Nos. 73 & 75 of Khata No.50 of Mouza: Rajgangpur (KA) shall not be resumed U/s 3(B) of the OGLS Act, 1962 and to
stop any type of construction / operational activities in the Company’s Line-II project.
The Sub-Collector, Sadar, Sundargarh vide his order dated 10.11.2008 stayed the operation of the notice cum stay order
dated 07.11.2008 of the Learned Tahasildar, Rajgangpur. The case is still pending adjudication.
146
Shri Nataraj Ceramic And Chemical Industries Limited
ENCROACHMENT CASE NO.534/2008 and 535/2008
(State Vs. Shri V P Sood, Whole Time Director, OCL India Limited)
The Tahasildar, Rajgangpur suo motu started the captioned encroachment case against the Company alleging encroachment
of Govt. land by the Company while constructing it’s conveyer belt system for transportation of clinker from it’s existing
Cement plant to the project site. The Company filed its written statement and the case was heard at length and the
Learned Tahasildar after satisfied passed a reasoned order in favour of the Company and dropped the aforesaid two cases.
On 11.10.2008 while the work of another conveyer belt was going on, the newly elected Chairperson of the Rajgangpur
Municipality requested to stop the work and requisitioned the Tahasildar to direct the Company to stop the work. On the
basis of the requisition of the Chairperson, the Learned Tahasildar has again issued two show cause notices to start fresh
encroachment cases. The next date was fixed on 07.11.2008 for hearing of the case before the Learned Tahasildar,
Rajgangur but the proceedings were stayed by the Hon’ble High court of Orissa vide its order dated 24.10.2008 in Misc.
Case No. 13217/2008 arising out of WP(C) No.15187/2008.
CASE NO. 20/2009 - BEFORE THE APPELLATE TRIBUNAL FOR ELECTRICITY- NEW DELHI
(OCL Vs. OERC, State Load Despatch Centre and WESCO)
The company set up Captive power plant (CPP) in its sponge iron unit in the year,2006 and power generated by it was
consumed by its all units namely cement, refractory and sponge iron unit. As per the Scheme of arrangement approved by
the Hon’ble high court of Orissa, sponge iron unit was demerged and its assets and liabilities were transferred to OCL
Iron and Steel Limited (OISL). Thus CPP became the property of OISL.
To share the surplus power generated by CPP of OISL which became a separate entity, the company approached the
Orissa Electricity Regulatory Commission (OERC) to allow short term open access for drawing power from CPP of OISL
and to waive surcharge payable to WESCO. The commission passed an order on 01.12.2008 treating the company as open
access customer and held that the company is liable to pay cross subsidy charges
Aggrieved by said order the company filed an appeal U/s 111 of the Electricity Act, 2003 before the Appellate Tribunal for
Electricity on the grounds that (1) power is transmitted through its own dedicated lines and no part of the WESCO’s
distribution system is used (2) majority of the shareholding of OISL is held by a group of promoters who are common
to both OCL and OISL and (3) there is no loss of revenue to WESCO as it was not in a position to supply additional power
required by the company. The case is still pending.
EFFECT ON ISSUER COMPANY: OCL is a promoter group company because one of the promoters of Issuer Company
holds more than 10% shareholding in it. But the said Promoter does not have shareholding in Issuer Company as well as
there is no intrinsic relationship between the businesses of OCL India Limited and the Issuer Company. Hence there are
remote chances of any adverse effect on Issuer Company due to this litigation.
5. LITIGATION INVOLVING LABOUR LAWS
There is no litigation pending against the Company involving labour offences except as mentioned below.
LITIGATION INVOLVING LABOUR LAW AGAINST OCL INDIA LTD.
• OJC NO. 7381/1994
Shri Pravash Chandra Chakra (ex- Mechanist, Refractory Works) was superannuated with effect from 10.11.1994 on
attaining the age of 55 years in terms of the standing orders of the Company. As per tripartite settlement dated
21.11.1990 the retirement age of employees was increased to 58 years. However this benefit was not given to him,
as the standing order was not amended. He challenged the order of the superannuation by filing this case. The case
is still pending adjudication. The maximum liability that may arise in this case may be Rs.1,56,254/-.
• OJC NO.2215/1996
Filed by Sundargarh Industrial Mazdoor Union (SIMU) against Union of India and Others for quashing “The Employees
Provident Funds and Miscellaneous Provisions (Amendment Ordinance) 1995 making the Company as one of the
Opposite Parties. The Union (SIMU) contends that the Family Pension scheme framed through the ordinance is not
only arbitrary and unconstitutional but is highly detrimental to the employees. The case is still pending adjudication.
147
Shri Nataraj Ceramic And Chemical Industries Limited
• OJC NO. 12034/1998
Demanding reinstatement in service after acquittal from the criminal case, Shri Purna Chandra Das raised an industrial
dispute, which was referred by the Government to the Presiding Officer, Industrial Tribunal, Rourkela for adjudication.
The said case was registered as Industrial Dispute Case No. 12/1997. As Shri Das was not satisfied with the reference
of the case, filed this case in Orissa High Court for changing the reference and obtained stay of the proceedings in
Tribunal. The case is still pending adjudication. As the reference cannot be changed the Company does not foresee
any liability in this case.
• OJC NO. 12170/1999
Filed by Utkal Shramik Sangh (USS) seeking direction from the Hon’ble High Court of Orissa to State Government
of Orissa to issue notification U/s 10(1) of “ The Contract Labour (R&A) Act,1970 pursuant to the recommendations
made by the State Advisory Board. The notification dated 28.04.2000 has already been published, hence the writ
becomes infructuous. The case is still pending adjudication.
• OJC NO. 10854/2000
Filed by Sundargarh Industrial Mazdoor Union (SIMU) challenging the notification dated 28.04.2000 issued by the
State Government of Orissa for not abolishing contract labour system in all the jobs recommended by the State
Labour Advisory Board. The case is still pending adjudication.
• OJC N0.4797/2000
The Company appointed Shri Jagdish Chandra Das as Apprentice Electrician on 12.05.1987 and he was given extension
from time to time as an Apprentice Trainee. On 02.04.1990, he was given appointment on temporary basis for a
period of one year only subject to the condition that he has to obtain B- Class Lineman’s License within six months.
He failed to obtain the License within the time period, therefore Company terminated his services. He raised an
Industrial Dispute before the Presiding Officer, Labour Court, Sambalpur vide No. 50/1993, challenging his termination.
On 30.12.1999 the Presiding Officer, Labour Court, Sambalpur passed the award, stating that the termination of Shri
Jagdish Chandra Das was legal and justified and he is not entitled to get any relief.
Aggrieved by the said order, Shri Jagdish Chandra Das filed an Application under Article 226 of the Constitution of
India vide No. OJC 4797/2000 in the High Court of Orissa, challenging the award of the Presiding Officer, Labour
Court, Sambalpur. The case is still pending adjudication. The company does not foresee any liability in this case.
• OJC NO. 4473/2002
Smt. Beronica Bilung and eight others of Lanjiberna Quarry, employees of Contractor M/s Bhagawati Miners, filed
the writ Application under Article 226 & 227 of the Constitution of India in the High Court of Orissa, praying the
Hon’ble High Court for a direction to the Company to settle their statutory dues and eligible amount as per VR
Scheme. The contractor paid them as per VR scheme but they are disputing the basis adopted for payment The writ
is not maintainable since the Company and the Contractor are not a State within the meaning of Article 12 of
Constitution of India. The case is pending for further proceedings. The Company does not foresee any liability in
this case.
• OJC NO. 4474/2002
Smt. Jamini Kujur and five others of Lanjiberna Quarry, employees of Contractor M/s Vaishnoo Minerals, filed the
writ Application under Article 226 & 227 of the Constitution of India vide OJC No. 4474 of 2002 in the High Court
of Orissa, praying the Hon’ble High Court for a direction to the Company to settle their statutory dues and eligible
amount as per VR Scheme. The contractor paid them as per VR scheme but they are disputing the basis adopted for
payment. The writ is not maintainable since the Company and the Contractor are not a State within the meaning of
Article 12 of Constitution of India. The case is pending for further proceedings. The Company does not foresee any
liability in this case.
• OJC N0.4475/2002
Smt. Norm Minz and three others of Lanjiberna Quarry employees of Contractor M/s Swastic Traders filed the writ
Application under Article 226 & 227 of the Constitution of India vide OJC No. 4475 of 2002, in the High Court of
Orissa, praying the Hon’ble High Court for a direction to the Company to settle their statutory dues and eligible
amount as per VR Scheme. The contractor paid them as per VR scheme but they are disputing the basis adopted for
payment The writ is not maintainable since the Company and the Contractor are not a State within the meaning of
Article 12 of Constitution of India. The case is pending for further proceedings. The Company does not foresee any
liability in this case.
148
Shri Nataraj Ceramic And Chemical Industries Limited
• OJC N0.4476/2002
Smt. Agnesh Ekka and another of Lanjiberna Quarry employees of Contractor M/s Pashupati Enterprises filed the
writ Application under Article 226 & 227 of the Constitution of India vide OJC No. 4476 of 2002 in the High Court
of Orissa, praying the Hon’ble High Court for a direction to the Company to settle their statutory dues and eligible
amount as per VR Scheme. The contractor paid them as per VR scheme but they are disputing the basis adopted for
payment The writ is not maintainable since the Company and the Contractor are not a State within the meaning of
Article 12 of Constitution of India. The case is pending for further proceedings. The Company does not foresee any
liability in this case.
• MISC. APPEAL NO.330/2000
Shri Mangal Ekka driver of Contractor M/s Sadique Ahamed met with an accident and sustained injuries. He filed a
claim for Rs.1,00,000/- under the Workman’s Compensation Act bearing No. WC Case - 6/1997 impleading the
Contractor, the Company and the United India Insurance Company Limited. The WC Commissioner by his order
dated 29.03.2000 decided that the compensation payable was Rs.57,696/- and not Rs.1,00,000/- as claimed by the
workman. He directed the Insurance Company to deposit compensation amount of Rs.57,696/-. Aggrieved with the
order United India Insurance Company file this appeal in Orissa High Court. The case is still pending adjudication.
The maximum liability in this case may be Rs.57,696/-.
• WP(C) NO. 1131/2004
Shri Gayadhar Sahoo, Mason was dismissed from services on the grounds of disobedience, misbehavior and absence
from duty. He raised an industrial dispute and was registered with the Labour Court, Sambalpur as Industrial
Dispute Case No. 1/2003. Vide order dated 01.01.2004 the said case has been transferred from the registry of
Labour Court, Sambalpur to the Registry of Industrial Tribunal, Rourkela for adjudication.Being aggrieved by the
said order, the Company filed the writ Application under Article 226 and 227 of the Constitution of India in the
Hon’ble High Court of Orissa. The Hon’ble Court vide order dated 09.02.2004 stayed the proceedings of the ID
case No.1/2003. The case is pending for further proceedings.
• OJC NO.15583/2001
Sri Jairam Sahoo raised an Industrial dispute, which was registered as I D Case No. 48/1996, challenging his dismissal
order and the Labour Court awarded lump sum amount of Rs.1,50,000/- to Shri Jairam Sahoo, ex-Pipe Fitter (Refractory
Works), towards final settlement instead of ordering re-instatement. The Company paid the said awarded sum to the
workman. However he filed a writ petition even after receiving the awarded sum from the Company for quashing the
award passed by the Presiding Officer, Labour Court, Sambalpur. The case is still pending adjudication.
• WP (C) No.488/2007
Utkal Sharmik Sangh, the recognised union filed writ for injuncting Sundargarh Mazdoor Sangh, another union, to
operate as a union in the establishment of OCL India Limited and for cancellation of its registration, if sufficient
number of workmen of the Company are not its members. The Hon’ble High court of Orissa by its order dated
18.01.2007 directed Opposite Party No.3 (OCL) to protect the interest of the Petitioners and directed for listing on
28.02.2007 for final disposal at the stage of admission. However, the matter is still pending and the next date of
hearing is awaited.
• WP (C) No. 13251/2007
Filed by Shri Girija Shankar Sunani and Smt. Menaka Sunani legal heirs of Late Mukund Sunani against State of
Orissa and five others for payment of adequate compensation to the them for 1.320 acres of land acquired by the
Collector, Sundargarh for SE Railway for constructing railway siding for OCL India Limited. The parties alleged
that they have not received the compensation. The case is still spending.
• WP(C) No. 17400/2007
Filed by the SIMU Union challenging the order dated 27.11.2007 of the Labour Commissioner, Orissa allowing
Sundargarh Mazdoor Sangha (SMS) to participate in the verification of membership of Trade Unions functioning
in the Company.
149
Shri Nataraj Ceramic And Chemical Industries Limited
• WP(C) No. 12411/2008
(Bellary Steels and Alloys Limited Vs. OCL India Limited)
Filed by Bellary Steels and Alloys Limited challenging the order dated 22.07.2008 passed by the Civil Judge, Senior
Division, Sundargarh in Civil (Money) Suit No.35/1999 by rejecting an application under Section 151 of Civil
Procedure Code,1908 for stay of the proceedings in Money Suit No. 35/1999. The Hon’ble High Court of Orissa has
stayed the proceedings in the said suit.
• INDUSTRIAL DISPUTE CASE NO. 12/1997
Demanding reinstatement in service after acquittal from the criminal case Shri Purna Chandra Das raised an industrial
dispute, which was referred by the Government to the Presiding Officer, Industrial Tribunal, Rourkela for adjudication.
The said case was registered as Industrial Dispute Case No. 12/1997. Shri Das was not satisfied with the reference of
the case and filed a writ bearing OJC No.12034/1998 in Orissa High Court for changing the reference and further
proceedings in Tribunal are stayed. The Company does not foresee any liability in this case.
• INDUSTRIAL DISPUTE CASE NO. 21/1997
Challenged the order of dismissal. He was dismissed for disobeying the order of his superiors. Subsequently on the
petition of Shri Mohapatra Govt. transfer this case from Sambalpur to Bhubaneswar and the said transfer was
challenged by the Company and proceedings are stayed. Subsequently on the request of Shri Mohapatra, the matter
was settled out of court by entering into an agreement in Form-K. In view of the settlement, the writ filed by the
Company was withdrawn and Labour Court, Bhubaneswar was approached for passing a no dispute award. The
case is still pending.
• INDUSTRIAL DISPUTE CASE NO. 6/2001
Shri Rabi Narayan Behera, Sr. Clerk, Share and Law Department raised an industrial dispute challenging the termination
of his service on the ground of disobedience. He raised an industrial dispute and the same was registered as ID Case
No. 6/2001 in the Labour Court, Sambalpur. State Govt. on request of Shri Behera transferred the said case to Labour
Court, Bhubaneswar without giving an opportunity of hearing to the Company. The Company filed writ in Orissa
High Court challenging the order of Government of Orissa transferring the ID Case from Labour Court, Sambalpur
to Labour Court, Bhubaneswar. Stay is granted by Orissa High court. During the pendency of the said writ Shri
Behera entered into a settlement with the Company in Form -K and received Rs.1,50,000/- towards full and final
settlement of his claim. In view of this development the Company filed withdrawal petition in the High Court for
withdrawal of the writ. The ID case in the Labour Court will accordingly be disposed off in terms of the settlement.
The case is pending.
• INDUSTRIAL DISPUTE CASE NO. 1/2003
Shri Gayadhar Sahoo, Mason was dismissed from services on the grounds of disobedience, misbehavior and absence
from duty. He raised a dispute, which was registered with the Labour Court, Sambalpur as Industrial Dispute Case
No. 1/2003. Vide order dated 01.01.2004 the said case has been transferred from the registry of Labour Court,
Sambalpur to the Registry of Industrial Tribunal, Rourkela for adjudication.Being aggrieved by the said order dated
01.01.2004, the Company filed the writ Application under Article 226 and 227 of the Constitution of India in the
Hon’ble High Court of Orissa. The Hon’ble Court vide order dated 09.02.2004 stayed further proceedings in the
case pending before the Industrial Tribunal, Rourkela. The case is pending The maximum liability may be Rs.3,00,827/
- in this case.
• INDUSTRIAL DISPUTE CASE NO. 16/2005
An industrial dispute arose between the workmen Shri Bidyananda Rai and others and it’s contractor M/s Rattan
Enterprises with regard to entitlement of wages at higher rate. The State Government while referring the dispute
wrongly impleaded the Company as a party to the dispute and the said reference was registered as Industrial
Dispute case No. 16 of 2005 in Industrial Tribunal, Rourkela. By filing the writ petition, the Company challenged
the said illegal reference dated 26.11.2005 of Government of Orissa, Labour and Employment Department on the
ground that the dispute is between the workmen and the Contractor and is contrary to the Section 12(5) read with
Section 10(1)(d) of the Industrial Disputes Act, 1947. The case is pending in the Tribunal.
150
Shri Nataraj Ceramic And Chemical Industries Limited
EFFECT ON ISSUER COMPANY : OCL is a promoter group company because one of the promoters of Issuer Company
holds more than 10% shareholding in it. But the said Promoter does not have shareholding in Issuer Company as well as
there is no intrinsic relationship between the businesses of OCL India Limited and the Issuer Company. Hence there are
remote chances of any adverse effect on issuer company due to these litigations.
B. FILED BY THE PROMOTER GROUP COMPANIES
• LITIGATION INVOLVING CRIMINAL LAWS
There is no litigation filed by the Company involving criminal offences except the following:
CRIMINAL LITIGATION INITIATED BY DALMIA CEMENT (BHARAT) LTD.
a) There are 20 cases filed by the Company against debtors under section 138 of the Negotiable Instruments Act, 1881
(regarding dishonour of cheques) for an aggregate amount of about Rs. 340 Lacs.
b) There are 5 criminal cases filed under various provisions of the Indian Penal Code, 1860 against employees/ex-
employees.
There are 4 cases filed by the Company against others relating to encroachment of its premises at Salem, pending before
the Munsif Court at Salem.
• LITIGATION INVOLVING SECURITIES AND ECONOMIC LAWS
There is no litigation filed by the Company involving securities or economic offences except as mentioned below.
• Filed by the Company challenging the demand notice No.434 dated 23.03.2005 for Rs.4,17,172/- and demand notice
No. 435 dated 24.03.2005 for Rs.5,95,100/- both issued by the Regional Transport Officer(RTO), Sundargarh
demanding payment of road tax and penalty in respect of seven pay loaders and one pick and carry Hydraulic crane
operated in the factory premises of the Company. The Company in it’s reply to the RTO contended that the said pay
loaders and pick and carry Hydraulic crane are not motor vehicles within the meaning of under Section 2(28) of
The Motor Vehicles Act, 1988. Hon’ble Orissa High Court by its order dated 10.05.2005 restrained the RTO,
Sundargarh for giving any further effect to the demand notice till further orders. However the Company paid the
demand of Rs.3,74,188/- by cheque No. 950695 dated 28.03.2005. The Company may be contingently liable for
interest for the delayed payment. WP (C) No. 4778/2005.
• LITIGATION INVOLVING STATUTORY LAWS
There is no litigation filed by the Company involving statutory law.
• LITIGATION INVOLVING CIVIL LAWS
There is no litigation filed by the Company involving civil laws except the following.
CIVIL LITIGATIONS INITIATED BY DALMIA CEMENT (BHARAT) LTD.
a) Recovery suit filed against M/s. Indian Seamless Steels & Alloys Limited, Pune, involving an amount of Rs. 116.01
Lacs. This amount is due to the Company on account of value of goods supplied and interest @ 20% p.a, has been
decreed in favour of the Company. However, the Bombay High Court has stayed the execution proceedings and
directed the judgement debtor to deposit the amount of the decree in court amounting to Rs. 1.47 crores which was
withdrawn by us after furnishing a Bank Guarantee as per the liberty given by the Hon’ble High Court. Appeal is
still pending for adjudication.
b) Winding up petition dated March 12, 2000, filed against M/s. Bellary Steels & Alloys Limited, Bellary before the
High Court of Karnataka at Bangalore involving an amount of Rs. 34.97 Lacs on account of unpaid value of goods
plus interest thereon. This petition has been admitted and the High Court has ordered the advertisement of the
petition in newspapers before passing appropriate orders for winding up. The Company has also filed a Civil Suit
for recovery of the same which is pending before the City Civil Judge, Bangalore. Company is in BIFR therefore all
proceedings have been stayed.
c) The Company has filed a Civil Suit against M/s Maragos Steels Limited, in Goa for recovery of Rs. 9.12. Lacs
together with interest @ 20% per annum in respect of sales and supplies made to them between the period October,
1998 to June, 2000. The matter is pending as on date.
151
Shri Nataraj Ceramic And Chemical Industries Limited
d) The Company was using 9.41 acres of land as a road from its Salem factory leading to the National Highway. This
road was also used by the general public for transportation of men and materials. The State Government initially
proposed to give the said area on lease to the Company and demanded rental of about Rs.26 Lacs for the period from
1977 onwards. Being aggrieved by this demand the Company has filed a Writ Petition before the Madras High Court,
which is pending adjudication. Against interim orders of the High Court the Company has furnished a bank guarantee
to the State Government for like amount.
e) Suits have been filed before the Railway Tribunal, etc. for claiming variance in distance of Western Coal fields and
train wagon load in respect of Eastern Coals fields involving an amount of Rs.1.39 Lacs.
f) Suit No. 996 of 1986 filed on March 31, 1986 before the Delhi High Court against M/s. Max Crona Consolidated for
non-completion of repair work of the Ballabgarh factory roofs, for an amount of Rs. 6.16 Lacs. M/s. Max Crona
Consolidated has filed a counter claim in the said suit on April 10, 1987 with the Delhi High Court for an amount
of Rs. 2.42 Lacs. The case is now transferred to the District Court where it is presently pending for adjudication.
g) Suits have been filed before the High Court, Kolkatta for claiming variance in distance of Western Coal fields and
train wagon load in respect of Eastern Coals fields involving an amount of Rs. 0.55 Lacs.
h) There are 4 separate legal cases filed against Hansalaya Properties before the Delhi High Court (i) Suit for damages
of Rs.9,26,378/- and late delivery of 11th and 12th floor (ii) suit filed for claiming title of premises in respect of 11th
& 12th floors and the basement area of Hansalaya Building; (iii) demanding formation of Society and execution and
Deed of Apartment under Apartment Ownership Act, 1986 and (iv) suit filed for declaration and seeking right to
install its own cooling tower. All these cases have now been transferred to the District Court.
i) 28 writ petitions filed before the Madras High Court against the orders of land acquisition issued by the State of
Tamil Nadu in respect of lands in and around Vallajanagaram and other villages in the State of Tamil Nadu. These
lands are mineral bearing and are required for mining operations by the Company. These petitions were dismissed
and the Company has preferred a Writ Appeal before the Madras High Court. The amounts are not ascertainable
and the Company is yet to receive the awards for land acquisition proceedings. The High Court was pleased to
dismiss the Writ Appeals and a SLP was filed by the Company before the Supreme Court. Supreme Court has issued
notice and stayed dispossession of land. Matter is pending adjudication in Supreme Court.
j) Two writ petitions filed on April 30, 1992, before the High Court of Madras one against rejection of the Company’s
Mining Lease application for the Valajanagaram area (an area of 714.14 acres), and against the order of the State
Government dated August 25, 1986 and the other Writ Petition in respect of order for reservation of area in and
around Valajanagaram Village in Tamil Nadu. This matter is pending in Madras High Court and the Company is not
mining in this area.
Note:Mining leases under litigation relate to areas where mining lease applications of the Company have been
rejected on the ground that these areas have been reserved by the State Government for State exploitation under Rule
58 of the Mineral Concession Rules, 1960. Based on legal opinion obtained by the Company, the reservations made
are no more valid after the deletion of Rule 58 of the Mineral Concessions Rules, 1960, without any savings clause.
k) Mining lease for the Perianagalur area (an area of 172.99 acres) is under litigation and pending before Madras High
Court. The Company is, however, mining in this area under High Court Order of stay dated July 21, 1998. The State
Government has issued GO granting first renewal from 1985 to 2005 and Company has filed application for grant of
second renewal fro 2005 till 2025 which is pending before the State Government. The High Court vide order dated
13th June 2007 has directed the State Government to consider the application for second renewal of the Company
within six weeks.
Although the state Govt has issued Government Order granting second renewal from 2005 to 2025 the Writ Applications
are still pending.)
Note:Mining leases under litigation relate to areas where mining lease applications of the Company have been
rejected on the ground that these areas have been reserved by the State Government for State exploitation under Rule
58 of the Mineral Concession Rules, 1960. Based on legal opinion obtained by the Company, the reservations made
are no more valid after the deletion of Rule 58 of the Mineral Concessions Rules, 1960, without any savings clause.
152
Shri Nataraj Ceramic And Chemical Industries Limited
l) Arbitration proceeding for damages before the International Chamber of Commerce between the Company and the
claimants - South India Corporation, Chennai and Rich Group International and/or Arko Trading Limited, Hongkong
- the respondents, for non-supply of steam coal of Indonesian origin against the Company’s contract dated October
28, 1999 with them has been completed in favour of the Company. As the respondents have gone into liquidation, the
Company has filed necessary claims with the Official Liquidator. The liquidator’s summary of receipts and payments
indicate that there are no assets of the Respondents to realize our dues.
m) The Tamil Nadu Government has raised demands aggregating to Rs.18.51 crores towards short payment of royalty
on the basis of quantity of cement produced. Write Petition has been filed before the Madras High Court by DCB.
The case is still pending adjudication.
n) The Tamil Nadu Government has raised demand for enhanced charges for drawl of water from the Coleroon River.
The Company has filed a Writ Petition before the Madras High Court. The Court vide judgement dated 28/02/2006
has upheld levy of Rs. 500/- of Rs. 500/- per cubic meters retrospectively from the year 1991. On the issue of
whether it had to be levied on contracted demand or actual water drawn, the court has refused to pass any orders due
to pendency of Writ Appeal pending before Division Bench. Amount of Rs.35.8 Lacs has been paid under protest.
o) The Government of Tamil Nadu levied lease rental amounting to about Rs. 8 crores for lease of peramboke lands in
respect of renewal of mining lease of Ameenabad and Kairulabad mines used by the Company for mining limestone.
The Government raised the demand for the said amount be paid for execution of the mining lease deed. The
Company filed Writ Petition in the High Court at Chennai against the said demand which was stayed by the High
Court. The matter is pending adjudication.
LITIGATIONS INITIATED BY DALMIA CEMENT (BHARAT) LTD AGAINST GOVERNMENT:
a) Tamil Nadu Electricity Board has levied an electricity generation tax on self-generated electricity by using Furnace
Oil. The Company had filed Writ Petitions in the Madras High Court challenging the levy of such tax, on the basis
of notifications issued in respect of certain industries using other Petroleum products, which has been decided
against the Company. The Company has filed Writ Appeals against the said order of the learned Single Judge. The
demands had been made at 15% of the unit charges applicable from time to time. In the interim orders on the Writ
Appeal filed by the Company, the Madras High Court has directed the Company to pay the said tax at the admitted
rate of 5.5% of the unit charges together with 50% of the disputed amount of the demand of the unit charges. The
aggregate liability for such disputed demand is Rs. 289.90 Lacs, which has not been provided for in the accounts.
The Company has also challenged the levy and validity of the Tamil Nadu Electricity Act, 2003 before the Madras
High Court, which was dismissed. Against this order, the Company has preferred a Writ Appeal before the Madras
High Court. The High Court vide order and judgment dated 13th July 2006 upheld the validity of the Act 2003 and
dismissed the Writ Appeal against which the Company filed SLP before the Supreme Court. The Supreme Court
vide judgment and order dated 15/05/2007 has held that the benefit of the exemption notifications issued by the
State Government under the old act shall continue under the new Act also. In terms of the judgment, Company is
entitled to refund of tax paid as per the exemption notifications.
b) Claim for refund of excise duty on equalized freight for sale of cement pending before the Delhi High Court as a
Reference Petition amounting to Rs. 2.64 crores. Meanwhile the amount has been refunded to the Company. Reference
answered by the High Court in favour of the Company and Dept filed SLP before the Supreme Court which has been
admitted and pending before the Supreme Court.
c) Appeals pending before the STAT, Madurai, for use of Form XVII for purchase of lubricants and furnace oil and
explosives at concessional rates for FY 1996 amounting to Rs.14.46 Lacs, for FY 1997 amounting to Rs. 40.55 Lacs
and for FY 1998 amounting to Rs. 3.64 Lacs.
d) Case pending before the Deputy Commissioner Tax Officer, Lalgudi filed by the Sales Tax Department, Tamil Nadu,
regarding determination of sales tax on packaging charges in the sale of cement for FY 1978 amounting to Rs. 13
Lacs, for FY 1975-76 and 1976-77 amounting to Rs. 28.5 Lacs and for FY 1983-84 amounting to Rs. 18.24 Lacs.
e) Show Cause Notice issued by Jt Comm/ Asst Comm Excise pending, along with an appeal to CESTAT Delhi against
order of Comm Appeals demanding payment of excise duty on Bagasse amounting to Rs. 1.01 crores.
f) Appeals filed by the Sales Tax Department, Tamil Nadu is pending with the Sales Tax Appellate Tribunal/TNTST,
against the order of AAC/STAT granting exemption of Purchase Tax on purchases of Explosives and Fire Bricks
amounting to Rs. 4.22 Lacs.
153
Shri Nataraj Ceramic And Chemical Industries Limited
g) Certain matters relating to excise pending adjudication before the Excise Authorities, disallowing Cenvat credit and/
or demanding payment of duty amount to Rs. 2.28 Lacs.
h) Appeal has been filed before the Sales tax Tribunal in respect of demand for entry tax on raw sugar aggregating to Rs.
11.22 Lacs and the matter is presently pending.
i) Writ Petition has been filed in respect of demand for entry tax on goods amounting to Rs. 4.70 Lacs and the matter is
presently pending.
j) Under the Jute Packaging Materials (Compulsory use of Packaging Commodities) Act, 1987, 50% of the cement
produced should be supplied in jute bags. Failure to do so attracts a maximum fine equal to twice the cost of jute
bags not used as required by the Act. The Company has not been using the jute bags. The Supreme Court has upheld
the constitutional validity of the above Act. As per the order, the percentages of using jute bags for packing the
various commodities will be prescribed by the Government of India. The Madras High Court has stayed the use of
jute bags by the cement industry, in the writ petitions filed by the trade unions. Vide Notification dated December
15, 1998, the Governments’ order prescribing percentages for use of jute bags in packing various commodities,
cement has been excluded. The amount that may become payable by the Company as penalty in case it is ultimately
held that penalty is leviable for non-compliance of the Act is presently is not quantifiable.
k) Appeal pending with CESTAT, Chennai, regarding refund of service tax of Rs. 15.88 Lacs on services availed from
goods transport operators. The matter is pending with CESTAT for final disposal.
l) Special Leave Petition filed with the Supreme Court of India contesting payment of 100% royalty on new leases of
Patta Lands. The amount involved is Rs. 27.74 Lacs.
m) Disallowance of Cenvat credit on steel and cement amounting to Rs. 346.92 Lacs taken towards brownfield expansion
pending before the Commissioner Excise Trichy. The amount involved is 587 Lacs. Out of which Company has paid
Rs.100 Lacs based on the CESTAT Stay order. Final order is awaited.
n) Disallowance of Cenvat credit of Rs.705.04 Lacs on power plant leased to Keshav Power Plant. Appeal allowed by
CESTAT, Chennai. Application filed for re-credit of the allowed amount. Company has taken credit of the amount
based on the order of CESTAT. Now the Department had filed appeal before Madras High Court.
o) Company had filed a Special Leave Petition before the Supreme Court of India with regard to the Company’s claim
for Modvat credit on Furnace Oil. The amount involved was Rs. 11.21 Lacs. The case was dismissed by Hon’ble
Supreme Court.
p) The Company has filed a petition challenging the orders of the ESI Department demanding payment of contribution
besides interest and damages in respect of certain contract workers. The matter is still pending.
q) The Company has contested a claim from the Provident Fund Department relating to provident fund contribution on
the lump sum amounts paid under the Wage Board settlement. Amount involved is Rs. 96.21 Lacs. The High court
has decided the case against Company and directed the Company to deposit Rs.6,60,821/-. Company has deposited
the amount based on the demand received from PF Department.
CIVIL LITIGATION INITIATED BY LANDMARK PROPERTY DEVELOPMENT COMPANY LTD.
Civil Appeal No. 1883 of 2006 (State of Orissa V/s. National Aluminum Company Limited- Konark Minerals Limited
(Presently known as Landmark Property Development Company Ltd.)
The State of Orissa enacted the Orissa Rural Infrastructure and Socio-Economic Development Act, 2004 (ORISED) to
provide additional resources for development of infrastructure, promotion of education and employment and for the
socio-economic development in rural, backward and mining areas of the State which extends to the whole of the State of
Orissa. The Act was published in the Orissa Gazette Extraordinary on 01.02.2005.
The Company and others challenged the said Act by filing a writ petition before Hon’ble High Court of Orissa. The
Hon’ble High Court by a common judgment and order dated 05.12.2005 struck down the constitutional validity of the
ORISED Act and directed the State of Orissa to refund the tax collected under the impugned Act. State of Orissa filed a
Special Leave Petition (SLP) in Hon’ble Supreme Court challenging the judgment dated 05.12.2005 of the Hon’ble High
Court. The said SLP was registered as Civil Appeal No. 1883 of 2006. In the said petition State of Orissa prayed for
interim relief to stay the judgment of Orissa High Court as it will be facing a huge burden of refund of ORISED tax
collected by it.
154
Shri Nataraj Ceramic And Chemical Industries Limited
The said appeal was listed for hearing on 01.08.2007 and Hon’ble Supreme Court directed the respondents to file an
affidavit confined to the prayer for interim relief. On 14.08.2007 KML filed an affidavit opposing the prayer of the State of
Orissa for grant of interim relief. The case is now pending in the Supreme Court.
EFFECT ON ISSUER COMPANY :- There is no probable present or future adverse effect on the issuer company due to
this litigation because as per the fact of this case impugned tax already has been paid by the Landmark Property Development
Company Ltd.
If Company wins the case it can get refund of that much amount which has been paid by it.
CIVIL LITIGATION INITIATED BY OCL INDIA LIMITED
• A Civil Suit has been filed by the Company challenging the final order passed by Hon’ble High Court of Orissa
dismissing the writ petition bearing OJC No. 14424 / 1999 (8747/2000 - OCL Vs. State of Orissa and others) declaring
that the State legislature has power and authority to extend operation of the Orissa Entry Tax Act, 1999 throughout
the state including an industrial township. The case is pending (SLP (CIVIL) NO.5113/2003).
• A Civil Suit (OJC NO. 2480/1989) has been against State of Orissa & Ors. Challenging the order dated 18th/19th
October 1983 of the Tahasildar, Rajgangpur charging water rates under the provisions of Orissa Irrigation Act,
1959 by notice dated 12th February, 1988 for Rs.2,39,538/- for the years 1980-81 to 1987-88. The contention of the
Company is that the Tahasildar is not vested with the power under the Irrigation Act, to levy water rate as the water
drawn by the company was from a natural source and not from any irrigated source and the company sought for the
interim injunction to restrain the effect of the aforesaid order and notice. The Orissa High Court passed an interim
order to the effect that no coercive measures be taken for realization of water charges until further orders and the said
order was made absolute on 16.10.1989.The case is pending for further proceedings.
• CIVIL (MONEY) SUIT NO. 56/2008
The Company participated in tender bearing No. CS No. 134/1999 agreeing to supply cement to the parties nominatedby the Railway Board for manufacturing concrete railway sleepers and submitted a bank guarantee for Rs.10,00,000/-. After completion of the supply the Railway released the said bank guarantee. Thereafter on complaint of M/s DayaEngineering Works, one of the concrete sleeper manufacturer, Railway Authority encashed two other bank guaranteesof the Company of Rs.10,00,000/- and Rs.12,91,946.48 respectively submitted for Tender No. 153/2003 and 155/2004. The Company filed the money suit claiming refund of the aforesaid amount alongwith interest in the Court ofCivil Judge, Senior Division, Sundargarh.
WP (C) NO. 9888/2008
(OCL Vs. State of Orissa and 5 others)
The Company challenged the legality and validity of the notice dated 21.01.2008 of the Tahasildar, Rajgangpur forpayment of Rs.1,54,13,000/- towards land premium for use /diversion of forest land of 62.403 hectors for mining onthe basis of circular issued by the Government of Orissa, Department of Revenue and Disaster Management. TheCompany contended that the demand is illegal as State Government has no power to levy as it is a levy on mineralbearing land and the Company is a lessee and not owner of the lands.
The Hon’ble High Court by it’s order dated 15.07.2008 in Misc.Case No. 9058/2008 arising out of WP(C) NO. 9888/2008 stayed the demand notice dated 21.01.2008 of the Tahasildar till next listing of the case.
WP (C) NO. 15187/2008
(OCL Vs. State of Orissa and 3 others)
Filed by the Company challenging two illegal notices cum stay orders bearing Nos. 2935 and 2937 both dated14.10.2008 issued by the Tahasildar, Rajgangpur in Encroachment case No.534/2008 and 535/2008 respectively,directing the Petitioner to stop construction of overhead conveyer belt system across the Municipal road at Rajgangpurfalling under Plot No. 66/P Mouza: Rajgangpur (Ka), which construction was permitted by a resolution passed by theduly constituted Municipal Council of the Rajgangpur Municipality and to show cause as to why the PetitionerCompany shall not be evicted from alleged encroachment of the said Municipal road.
The Hon’ble High Court by it’s order dated 24.10.2008 in Misc. Case No. 13217/2008 arising out of WP(C) NO.
15187/2008 stayed notices cum stay orders bearing Nos. 2935 and 2937 both dated 14.10.2008 issued by the Tahasildar,
Rajgangpur and letter No. 2720 dated 16.10.2008 issued by the Executive Officer, Rajgangpur Municipality. The
Hon’ble High Court also allowed further construction of conveyer belt system. The case is still pending.
155
Shri Nataraj Ceramic And Chemical Industries Limited
WP(C) NO. 2482/2009
(OCL Vs. Union of India, Coal India Limited and MCL)
The Company has been purchasing coal for it’s Refractory unit through E-auction scheme. The price paid is in excess of
base price notified by Mahanadi Coalfields Limited (MCL). The Supreme Court of India in the matter of Ashoka Smokeless
Coal India Pvt. Ltd. and other Vs. Union of India and others (2007-2-SCC-640) held the methodology of E-auction is
unconstitutional. The Company filed a writ petition praying for refund of a sum of Rs.4,07,30,509/- paid by the Company
to MCL over and above the base price.
• ARBITRATION PROCEEDINGS BETWEEN
(OCL and Neelachal Ispat Nigam Limited)
Company has entered into an agreement on 12.05.1998 with Neelachal Ispat Nigam Limited (formerly Konark Met
Coke Limited which merged into the present Respondent by virtue of the order of the Hon’ble High Court of Orissa
under section 394(2) of the Companies Act, 1956) for supply of 14081 MTs of different types of silica refractory
bricks and 1250 MTs of mortar for a total price of Rs.31.26 Crores. As per the agreement the Claimant was required
to manufacture the goods in accordance with the specification of the order and offer the same for inspection to the
Respondent. After satisfying, with the quality of goods Respondent Company issued a certificate and dispatch
clearance to the Claimant Company. Thereafter, The Claimant Company delivered the goods to the Respondent
Company. The Claimant Company manufactured the goods in accordance with the specification of the order of the
Respondent and the same was offered to the Respondent for inspection and test and issuance of dispatch clearance
but the Respondent did not issue the dispatch clearance within a reasonable period and thus prevented the Claimant
from dispatching the goods by adhering to the time schedule. Being aggrieved with the act of the Respondent
Company, The Claimant Company has filed the claim before the Arbitral Tribunal and claimed damages of
Rs.12,87,41,119/- on account of loss sustained by them for such delay in dispatch of goods manufactured and
consequent delay in payment of the price thereof. The Respondent Company has also raised three counter claims
totaling Rs.9,81,29,843/- against the Claimant Company. The hearing has already been concluded. Award is awaited.
• The Company challenged the notification dated 17.03.1993 prohibiting the employment of contract labour in limestone
and dolomite mines in the activities covering raising of and transportation of limestone including loading and unloading
from mine site to factory. The Hon’ble High Court of Orissa by its order dated 02.08.1993 granted stay until further
orders. The case is pending. The Company does not foresee any liability in this case. Case No. OJC No. 4696/1993.
• OJC NO. 8106/1995 filed by the Company against Union of India and Others challenging the validity of Bonus
(Amendment Act) 1995 which gave retrospective effect from 01.04.1993 to amendment relating to eligibility criteria
for earning bonus i.e raising of limit of monthly salary from Rs.2,500/- per month to Rs.3,500/- per month. Also
challenged the salary limit for computation of bonus, which was enhanced from Rs 1600/ per month to Rs 2500/-
per month. The Company has obtained stay. The maximum liability on this account may be Rs.21.92 Lacs. The
Case is pending.
• The Company’s consignments were sent from OC Siding, Rajgangpur to Dimapur, New Bongaigaon, Silchar, New
Guwahati via longer route without the instruction of the Company. In the process Railways collected excess freight.
The Company filed a writ petition OJC NO. 9371/1995 against Union of India and Others for refund of Rs.1,33,85,384/
- being the excess freight collected by Railways on the basis of longer route used for delivery of the consignment
instead of the shortest route to destination. The Company’s contention is that Railway Board is not authorized to
issue General Order No. 1 of 1990 for rationalization of longer route as such power is vested with Central Government
only. The case is pending.
• The Company challenged the notification dated 04.07.1996 prohibiting the employment of contract labour in limestone
and dolomite mines in the activities covering raising and transportation of limestone including loading and unloading
within mine site. The Hon’ble High Court of Orissa by its order dated 09.09.1996 granted stay until further orders.
The Company does not foresee any liability in this case. Case No. OJC NO. 8767/1996 allotted to this case.
• The Company executed a lease deed with State Government of Orissa for grant of mining lease for Limestone and
Dolomite. The Company paid under protest Rs.15.55 Lacs towards stamp duty and registration fee of Rs.7.41 Lacs.
The said stamp duty was collected on the basis of estimated royalty on limestone and dolomite expected to be raised
by the Company. The Company contends that the stamp duty should have been calculated on the basis of annual deed
rent in terms on Section 9(A)(2) of Indian Stamp Act read with IIIrd schedule to Mines and Minerals (Regulation &
Development) Act, 1957 and not on the basis of estimated royalty. As such the Company filed this case against State
156
Shri Nataraj Ceramic And Chemical Industries Limited
of Orissa & Ors. Claiming refund of excess stamp duty of Rs.15.50 Lacs and registration charges of Rs. 7.38 Lacs
total amounting to Rs.22.88 Lacs paid on execution of mining lease for Lanjiberna Lime Stone area. The case no. is
OJC NO. 12894/1997 and it is still pending.
• Filed by the Company against State of Orissa and others seeking stay of demand raised by Regional Transport
Officer for payment of Rs 16,36,240 as road tax on 11 dumpers having capacity of 35 tonne. The Company relied
upon the Supreme Court judgment, which clearly states that the dumpers are not “Motor Vehicles” within the
meaning of Section 2 (28) of The Motor Vehicles Act, 1988 and Section 22 (b) of the Orissa Motor Vehicles Taxation
Act, 1975. The Hon’ble High Court of Orissa granted stay subject to payment of 50% of the tax demanded. The
Company paid Rs.23 Lacs till 31st March 2001 being 50% of the tax demanded. Subsequently on demand from the
Regional Transport Officer, Sundargarh, the balance 50% was also paid under protest. As the Company has been
paying for each quarter the full amount of tax under protest, the Company has no liability. On the contrary refund
may arise, if the case is decided in favour of the Company. The Case no. is OJC NO. 10599/1998 and it is still
pending.
• Filed by the Company against Union of India and Others challenging the notification No. S.O. 1255(E) dated 30.12.1988
issued by Govt. of India increasing the coal prices and a premium of 10% on coal supplies by some of the collieries
of Coal India Limited. Collieries are supplying different grades of coal. On the basis of quality, coal is graded and
prices are accordingly fixed. However SECL has been charging 10% premium on it’s different grades of coal in
comparison to same grades of coal supplied by other collieries. The Company contended that the premium of 10%
charged by selected coal fields like ECL on the basis of A, B, C and D grade coal is ultra vires the Constitution and
hit by Article 14 of the Constitution. The Company demanded refund of Rs.36 Lacs premium collected for the period
from 01.01.1989 to 31.03.1993. The case still pending.
As per the Jute Packaging Materials (Compulsory use in packaging commodities) Act, 1997 Cement manufacturers
are required to use jute packaging materials for supply or distribution up to 50% of their total production. Show
cause notice dated 20.08.2002 was issued by the Jute Commissioner, Calcutta alleging violation of two orders dated
March15, 1995 and June 30, 1997. By the said notice, the Company was required to show cause as to why penal
action should not be taken against it for violation of the said orders. The Company filed a writ Petition in Calcutta
High Court challenging the said show cause notice and stay was granted by the Court against the show cause notice.
The Union of India through Jute Commissioner filed petition for transfer of all writ petitions along with other
proceedings pending before various High Courts for hearing and disposal on merit by the Supreme Court. While
the Company may be liable for non-compliance up to an amount equal to double the cost of the jute packaging
material, which ought to have been used, liability, if any, in this regard is not ascertainable. The case is pending in
Calcutta High Court bearing No. (WP (W) NO.14732/2002).
• Shri Laxmi Dhar Roul, a former employee of the Company un-authorisedly constructed a house on the land acquired
by the Company for clay extraction. The Company filed a civil suit in the Court of Civil Judge, Senior Division,
Sundargarh for declaration of right, title, interest and for recovery of possession 0.02 acres of the Company land
encroached by Shri Roul. The learned Civil Judge, Sr. Division passed the order in favour of the Company. The said
order was challenged by Shri Roul by filing a Title Appeal No.10/1997 in the Court of District Judge, Sundargarh
which set aside the order of lower court by judgment dated 07.08.2003. The Company challenged the said judgment
by this Second Appeal. The case No. is RSA No. 530/2003 is pending.
• Shri Duryodhan Behera, a former employee of the Company un-authorisedly constructed a small hut on the land
acquired by the Company for clay extraction. The Company filed a civil suit in the Court of Civil Judge, Senior
Division, Sundargarh for declaration of right, title, interest and for recovery of possession of area admeasuring
17'.6" X 12'.6" of the Company’s land encroached by Shri Behera. The learned Civil Judge, Sr. Division passed the
order in favour of the Company. The said order was challenged by Shri Behera by filing a Title Appeal No.4/1994
in the Court of District Judge, Sundargarh which set aside the order of lower court by judgment dated 18.12.2003.
The Company challenged the said judgment. The case No. is RSA NO. 85/2004 and the matter is still pending.
EFFECT ON ISSUER COMPANY : OCL is a promoter group company because one of the promoters of Issuer Company
holds more than 10% shareholding in it. But the said Promoter does not have shareholding in Issuer Company as well as
there is no intrinsic relationship between the businesses of OCL India Limited and the Issuer Company. Hence there are
remote chances of any adverse effect on Issuer Company due to these litigation.
157
Shri Nataraj Ceramic And Chemical Industries Limited
LITIGATION INVOLVING LABOUR LAWS
There is no litigation filed by the Promoter Group Company involving Labour Law except as mentioned below.
LITIGATION INITIATED BY THE OCL INDIA LIMITED INVOLVING LABOUR LAWS.
• The Company disputed payment of contribution on overtime wages, cycle allowance, LTA etc. The Company received
demand notice dated 27.06.1995 to pay a sum of Rs.2,06,883/- on account of non-payment of contribution on account
of “overtime” allowance for the period 01.02.1993 to 31.01.1994. Company filed Misc. case under section 75 of the
Employees State insurance Act, 1948 in the Court of District Judge, Puri. Ld. District Judge was pleased to stay the
demand notice vide its order dated 27.01.2000. Subsequently the case was transferred to the Ld. District Judge,
Khurda, Bhubaneswar and renumbered as Misc. Case No. 267 of 2001. Pursuant to interim order of the Dist. Judge,
Khurda the Company deposited the ESI contribution on overtime time wages leaving contribution on cycle allowance
and LTA. On 24.12.2004 the Ld. District Judge, Khurda, Bhubaneswar was pleased to dispose the matter by directing
the Company to deposit the ESI contribution on Cycle allowance along with interest on the contribution from due
date. Aggrieved by this order the Company filed this Appeal and Hon’ble High Court by its order dated 11.02.2005
stayed the order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till
further order. The case is pending for further orders. The Company may be liable to pay interest @ 12% PA on
Rs.2,06,883/- from 28.02.1990 being the date of demand till date of payment of ESI contribution. Case No. FAO NO.
53/2005 is allotted to this case.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 241/2001 directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further
orders. The Company may be liable to pay interest @ 12% PA on Rs.72,185/- from 28.02.1990 being the date of
demand till date of payment of ESI contribution. Case No. FAO No. 54/2005 is allotted to this case.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 242/2001 directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.60,728/- from 28.02.1990 being the date of demand
till date of payment of ESI contribution. Case No. 55/2005 is allotted to this case.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 243/2001, directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated. 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further
orders. The Company may be liable to pay interest @ 12% PA on Rs.2,11,631/- from 25.09.1991 being the date of
demand till date of payment of ESI contribution. Case No. 56/2005 is allotted to this case.
• ATA NO. 390 (8)2002
• Filed by the Company challenging the order dated 31st July 2002 of Assistant Provident Fund Commissioner, Sub
Regional Office, Rourkela demanding PF contribution on Special Allowance and Additional Special Allowance
paid to all workmen amounting to Rs.89,03,046/- for the wage period from 01.01.2000 to 31.12.2001 and interest
of Rs.16,33,441/-.The contention of the Company is that Section 2(b) of the Provident Fund Act specifically excludes
certain allowances like house rent allowance, overtime allowance ..., any other similar allowance from the purview
of the basic wages. The element of special allowance falls within the exclusion clause. The Hon’ble Tribunal by it’s
order dated 27.07.2005 directed the Company to deposit 25% of the determined amount within two weeks for
admission of the case for hearing. Accordingly the Company deposited Rs.14,05,944/-. The case is pending.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 246/2001 directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by its order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further order.
The Company may be liable to pay interest @ 12% PA on Rs.1,60,734/- from 10.06.1991 being the date of demand
till date of payment of ESI contribution. Case No. 57/2005 is allotted to this case.
158
Shri Nataraj Ceramic And Chemical Industries Limited
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 252/2001directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.1,21,495/- from 26.06.1992 being the date of demand
till date of payment of ESI contribution. Case No. 58/2005 is allotted to this case.
• Alitigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No.261/2001 directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.1,79,962/- from 21.03.1994 being the date of demand
till date of payment of ESI contribution. Case No. 59/2005 is allotted to this case.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 266/2001directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further order
The Company may be liable to pay interest @ 12% PA on Rs.4,63,166/- from 18.07.1995 being the date of demand
till date of payment of ESI contribution. Case No. 60/2005 is allotted to this case.
• A litigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 251/2001directing payment of interest from the
date of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed the
order of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.2,07,911/- from 26.07.1992 being the date of demand
till date of payment of ESI contribution. Case No. 61/2005 is allotted to this case.
• Alitigation is initiated by the Company challenging the judgment dated 24.12.2004 passed by the District Judge -
Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 262/2001directing payment of interest from thedate of demand of ESI contribution on overtime wages. High Court by it’s order dated 11.02.2005 has stayed theorder of the lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.The Company may be liable to pay interest @ 12% PA on Rs.3,77,261/- from 02.11.1993 being the date of demandtill date of payment of ESI contribution. Case No. 62/2005 is allotted to this case.
• An industrial dispute arose between the workmen and it’s contractor M/s Rattan Enterprises with regard to entitlementof wages at higher rate. The State Government while referring the dispute wrongly impleaded the Company as aparty to the dispute and the said reference was registered as Industrial Dispute case No. 16 of 2005 in IndustrialTribunal, Rourkela. The Company challenged the said illegal reference dated 26.11.2005 of Government of Orissa,Labour and Employment Department on the ground that the dispute is between the workmen and the Contractor andis contrary to the Section 12(5) read with Section 10(1)(d) of the Industrial Disputes Act, 1947. Case No. WP (C) No.8683/2006 is allotted to this case.
• A litigation is initiated by the Company challenging the award dated 04.04.2007 passed by the Presiding Officer,Labour Court, Sambalpur in I D Case No. 72/2002 reinstating Shri Gokul Das with back wages. Misc. Case No.7272/2007 also filed praying for a stay of the award and exempting from paying wages U/s 17-B of the ID Act,1947to Shri Das. In the meantime the workman approached for an out of Court settlement and accordingly settlement inForm -K has been filed in the Court with a prayer to dispose off the case in terms of settlement. Case No. WP (C) No.7701/2007 is allotted to this case.
• Shri Rabi Narayan Behera, Sr. Clerk, Share and Law Department raised an industrial dispute challenging the terminationof his service on the ground of disobedience. The said case was registered as ID Case No. 6/2001 in the LabourCourt, Sambalpur. State Govt. on request of Shri Behera transferred the said case to Labour Court, Bhubaneswarwithout giving an opportunity of hearing to the Company. The Company filed writ in Orissa High Court challengingthe order of Government of Orissa transferring the ID Case from Labour Court, Sambalpur to Labour Court,Bhubaneswar. Stay is granted by Orissa High court. During the pendency of the said writ Shri Behera entered into asettlement with the Company in Form -K and received Rs.1,50,000/- towards full and final settlement of his claim. Inview of this development the Company filed withdrawal petition in the High Court for withdrawal of the writ. The ID
case in the Labour Court will accordingly be disposed off in terms of the settlement. The case No. is 4273/2002 and
the matter is still pending.
159
Shri Nataraj Ceramic And Chemical Industries Limited
• WP(C) NO 7529/2005
Filed by the Company challenging the letter dated 25.04.2005 issued by the Chief Sales Manager, MCL directing the
Company to lift coal for it’s Refractory unit by E-auction or to pay the average E-auction price of particular grade of
coal in violation of the terms and conditions of the agreement dated 07.01.2004 entered into between the Company
and Mahanadi Coalfields Limited. By interim order dated 21.06.2005 Hon’ble Orissa High Court directed MCL to
supply coal as per agreement but at enhanced price. The differential amount shall be kept in a separate interest
bearing account till disposal of the case The Supreme Court of India in the matter of Ashoka Smokeless Coal India
Pvt. Ltd. and other Vs. Union of India and others (2007-2-SCC-640) held the methodology of E-auction is
unconstitutional. Therefore the Company has filed a Misc. Case in the Orissa High Court for refund of Rs. 1,55,55,156/
- along with interest. The case is still pending.
• WP (C) NO. 3266/2006
The Chief Goods Supervisor, OC Siding, Rajgangpur, S E Railway, levied overloading punitive charges for Rs.7,25,070/
- alleging overloading of iron ore loaded from Barsuan and Nuamundi station and consigned to OC Siding, Rajgangpur
(S E Railway). The action of the Company was based on the Special rate circular bearing Sl. No. 79(G)2005 dated
11.05.2005 which revised the permissible capacity of BOXN wagos, with effect from 15.05.2005. This circular
permits carrying capacity of CC+8 tonnes in place of CC+4 tonnes in respect of specified materials like iron ore in
designated routes. The Railways action is based on the withdrawal of the said circular with retrospective effect i.e.
with effect from 15.05.2005. The Company challenged the levy on the ground that withdrawal of the previous
circular dated 11.05.2005 with retrospective effect is illegal. The Hon’ble Orissa High Court by it’s order dated
08.03.2006 stayed the said demand till the next date.
• WP (C) NO. 4214/2006
The Chief Goods Supervisor, OC Siding, Rajgangpur, S E Railway, levied overloading punitive charges for Rs.9,67,613/
- alleging overloading of coal despatched from Akaltara and consigned to OC Siding, Rajgangpur. The Company
filed writ petition challenging the levy on the ground that weigment of the wagons is incorrect due to faulty weighbridge
of the Railways. The Hon’ble Orissa High Court by it’s order dated 31.03.2006 stayed the said demand till the next
date.
• WP (C) NO.6628/2006
The Company was allotted a coal block for captive mining of coal jointly with M/s Rungta Mines (leader) and M/s
Ocean Ispat Ltd. The Ministry of coal and mines indicated three options. The leader of the joint allottees opted for
Option III. It is clarified by the Ministry of Coal that the draft agreement proposed under Option III is only model
form and the same can be altered/modified by mutual agreement. The Company intimated it’s preference to work
the coal mine through a joint venture company to ensure equal representation to the joint allot tees in activities of
the venture and sharing of the coal raised in proportion of their coal entitlement stands inter se. In the event the
Ministry directs to adopt Option III, a draft has been suggested with modification to Option III. However the
Government refused to accept the proposal and directed the parties that Radhikapur coal block shall be worked only
by the leader M/s Rungta Mines and joint allottees shall surrender their right to the leader. The Company filed a writ
challenging the said letter dated 25.04.2006 which ignored the proposal of the joint allottees. Orissa High Court byits’ order dated 18.05.2006 directed the Ministry of Coal not to take any decision prejudicial to the interest of the
Company in respect of the coal block in question unless all of them agree to sign the draft agreement as proposed bythe Government.
• WP NO.2632/2006
Filed by the Company challenging legality and validity of Chhatishgarh (Adhosanrachna Vikas avam Paryavaran)
Upkar Adhiniyam,2005 and Rules made thereunder. The aforesaid Act provides for levy of cess on land for raisingfunds to implement infrastructure development projects and environment projects. The Hon’ble Chhatisgarh High
Court by it’s order dated 07.06.2006 held that the cess that may be recovered under the impugned enactment shall besubject to the final result of the writ petition.
• WP NO.2633/2006
South Eastern Coal Fields Limited supplied 11093 MT of coal from the mines of SECL, Corba Raigarh during the
period 04.04.2006 to 05.05.2006.and demanded cess under Chhatishgarh (Adhosanrachna Vikas avam Paryavaran)Upkar Adhiniyam,2005 and Rules made thereunder. The Company filed writ petition for staying the said demand.
The Hon’ble Chhatisgarh High Court by it’s order dated 07.06.2006 held that the cess that may be recovered under
the impugned enactment shall be subject to the final result of the writ petition.
160
Shri Nataraj Ceramic And Chemical Industries Limited
• ESI MISC. NO. 179/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-9-5258 issued on 09.11.2003 imposing
damages totaling to Rs.10,52,468/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI contribution
on over time wages for periods from 16.02.1994 to 15.05.1996.
The Company challenged the said order and the Hon’ble District Judge, Bhubaneswar granted stay vide order dated
15.04.2004.
• ESI MISC. NO. 260/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar started a certificate case bearing No. 44/Y/11/15/44-1281-RR dated 29.04.2004 for
realisation of interest totaling to Rs.8,33,901/- under Section 45 of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 16.02.1994 to 15.05.1996.
The Company challenged the said certificate proceeding and the Hon’ble District Judge, Bhubaneswar granted stay
vide order dated 10.06.2004.
• ESI MISC. NO. 416/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-1-18674 issued on 09.08.2004
imposing damages totaling to Rs.1,95,579/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 16.12.1989 to 15.01.1991
The Company challenged the said demand notice and the Hon’ble District Judge, Bhubaneswar granted stay vide
order dated 06.10.2004.
• ESI MISC. NO. 417/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of The
Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do not
form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge, Puri.
However the Company paid the contribution during the pendency of the case as the Supreme Court finally held that
overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance Corporation,
Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-3-18668 issued on 09.08.2004 imposing damages
totaling to Rs.72,182/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over
time wages for periods from 16.01.1989 to 15.12.1989.
The Company challenged the said demand notice and the Hon’ble District Judge, Bhubaneswar granted stay vide
order dated 06.10.2004.
161
Shri Nataraj Ceramic And Chemical Industries Limited
• ESI MISC. NO. 418/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-2-18671 issued on 09.08.2004
imposing damages totaling to Rs.32,333/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 16.01.1991 to 15.12.1992.
The Company challenged the said demand notice and the Hon’ble District Judge, Bhubaneswar granted stay vide
order dated 06.10.2004.
• ESI MISC. NO. 342/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-19-11893 issued on 24/26.05.2005
imposing damages totaling to Rs.1,59,969/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI
contribution on overtime wages for periods from 01.01.1990 to 31.01.1991.
The Company challenged the said demand notice and the Hon’ble District Judge, Bhubaneswar granted stay vide
order dated 21.07.2005.
• ESI MISC. NO. 343/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-20-11896 issued on 24/26.05.2005
imposing damages totaling to Rs.1,51,035/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 01.02.1991 to 31.01.1993.The Company challenged the said
demand notice and the Hon’ble District Judge, Bhubaneswar granted stay vide order dated 21.07.2005.
• ESI Misc. No. 344/2004
The Company disputed the demand of ESI contribution on overtime wages as there were divergent views of various
High Courts on the issue. The Company contended that the decision of Hon’ble Orissa High Court in the case of
The Regional Director, ESI Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages
do not form part of wages was binding on the ESI. The Company obtained stay from the Court of District Judge,
Puri. However the Company paid the contribution during the pendency of the case as the Supreme Court finally
held that overtime wages form part of the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State
Insurance Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State Insurance
Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-18-11890 issued on 24/26.05.2005
imposing damages totaling to Rs.60,728/- under Section 85(B) of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 01.02.1989 to 31.12.1989.The Company challenged the said demand
notice and the Hon’ble District Judge, Bhubaneswar granted stay vide order dated 21.07.2005.
162
Shri Nataraj Ceramic And Chemical Industries Limited
EFFECT ON ISSUER COMPANY : OCL is a promoter group company because one of the promoters of Issuer Company
holds more than 10% shareholding in it. But the said Promoter does not have shareholding in Issuer Company as well as
there is no intrinsic relationship between the businesses of OCL India Limited and the Issuer Company. Hence there are
remote chances of any adverse effect on issuer company due to this litigation.
LITIGATION FILED BY OCL INDIA LIMITED INVOLVING ENVIRONMENTAL LAWS
WP (C) NO. 9168/2004
The Assessing Authority of State Pollution Control Board, Orissa by it’s order dated 12.09.2000 assessed the water cess
for the period from September -1999 till July-2000 as Rs.1,81,349/- which includes Rs.1,78,764/- towards cess on water
merely pumped out from the bottom of the mines pit to the surface area. The Company has preferred an appeal before the
Cess Appellate Committee against the assessment order cum demand notice dated 12.09.2000, which was out rightly
rejected by the Appellate Authority on the ground that the appeal was time barred. Against this order Company filed the
writ petition in the High Court of Orissa challenging the assessment -cum- demand notice dated 12.09.2000 for Rs.1,81,349/
- passed by Orissa Pollution Control Board and order dated 15.04.2004 passed by the Cess Appellate Committee of State
Pollution Control Board, Orissa. The main’ contention of the company is that mine drainage water pumped out by the
Company from mines pit to mines surface does not amount to consumption / pollution and hence not liable for Cess. The
matter came up for hearing on 02.11.2006 and the Hon’ble court stayed the order of Cess Appellate committee till next
date. The case is pending for further proceedings.
W P (C) NO. 15805/2006
Filed by the company challenging the authority of Cess Appellate Committee and the State Pollution Control Board in
levying consolidated demand of Rs.11,81,840/- towards cess on mine drainage water. The consolidated demand was
raised on the basis of dismissal of our appeal before the Cess Appellate Committee. The initial demand of Rs.1,81,349
was stayed by the Hon’ble High court of Orissa in WP(C) No.9168/2004.The case is pending for further proceedings.
EFFECT ON ISSUER COMPANY : OCL is a promoter group company because one of the promoters of Issuer Company
holds more than 10% shareholding in it. But the said Promoter does not have shareholding in Issuer Company as well as
there is no intrinsic relationship between the businesses of OCL India Limited and the Issuer Company. Hence there are
remote chances of any adverse effect on Issuer Company due to this litigation
IV. OUTSTANDING LITIGATIONS INVOLVING SUBSIDIARY COMPANIES
There are no outstanding litigations, defaults etc. with respect to Shri Chamundeshwari Minerals Limited (the wholly
owned subsidiary of our Company) pertaining to matters likely to affect our operations and finances including disputed
tax liabilities, prosecutions under any enactment in respect of schedule XIII of the Companies Act, 1956.
There are no creditors or small scale undertaking(s) to whom the Company owes a sum of Rs. One Lacs which is
outstanding for more than 30 days except as follows:
S.NO. PARTICULARS AMOUNT DUE
(In Rs.)
1. Dalmia Industries Limited 8,21,651
2. Precision Engineers Pvt Ltd 2,05,492
3. Bawa Steel Corporation 1,14,303
4 Koppind Private Limited 4,95,200
5 Dustven Private Limited 1,48,896
6. Balsara Fasteners Private Limited 16,92,124
7 Ganpathi Metals Bangalore 2,37,487
8 Girish Trading Company 1,42,968
9 Harish Clay 2,43,523
10 Harsiddhi Mineral Products 1,02,922
11 Hayderabad Industries 36,71,753
163
Shri Nataraj Ceramic And Chemical Industries Limited
12 Kathiyavad Industries 2,51,473
13 Khodiar Traders 1,20,764
14 Koppind Private Limited 4,50,000
15 Llyod Insulation (Ind) Limited 2,53,460
16 Mayur Lime & Chemical Limited 96,67,342
17 Newkem Products Corporation 16,98,048
18 Orient Abrasives Limited 4,28,197
19 Orkly India Private Limited 3,27,172
20 Pracision Engineers Private Limited 1,53,015
21 Raj Trade Link, Ahemdabad 1,30,298
22 Rushabh Enterprises 1,25,401
23 Shree Gayatri Industries Limited 1,95,395
24 Shree Krishan Timber 2,08,507
25 Shree Ram Ref & Allied 1,50,93,590
26 Shree Vinayak Calcine Industries, 7,59,751
27 Shreenathji Enterprise 1,05,270
28 Tahlaram & Sons, Bikaner 3,15,686
29 T. Setha Madhvan Khambhalia 1,46,931
30 Shri ram Chem INt 3,02,360
Grand Total 3,86,08,979
164
Shri Nataraj Ceramic And Chemical Industries Limited
GOVERNMENT AND OTHER APPROVALS
As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time, under automatic route
of Reserve Bank, the Company is not required to make an application for Issue of Equity Shares to NRIs/FIIs with
repatriation benefits. However, the allotment / transfer of the Equity Shares to NRIs/FIIs shall be subject to prevailing
RBI Guidelines. Sale proceeds of such investments in Equity Shares will be allowed to be repatriated along with the
income thereon subject to the permission of the RBI and subject to the Indian tax laws and regulations and any other
applicable laws.
The Company has all the necessary licenses, permissions and approvals, as may be applicable, from the Central and State
Governments and other government agencies/certification bodies required for the business and no further approvals are
required by the company, except those mentioned separately hereunder, and those approvals that may be required to be
taken from any government or any other authority in the normal course of business from time to time to continue the
activities, and those mentioned under the heading Risks Envisaged.
The Company does not require any other approvals or renewals pertaining to land, except as mentioned specifically
hereunder.
It must, however be, distinctly understood that in granting the below-mentioned approvals, the Central Government,
State Government, RBI and other authorities do not take any responsibility for the financial soundness of the Company
or for the correctness of any of the statements or any commitments made or opinions expressed.
In view of the approvals listed below, the Company can undertake this Issue and its current and proposed business
activities and no further material approvals are required from any Government authority to continue such activities.
Sl.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Name of Registration
Certificate of Incorporation for
incorporation of the Company as Dalmia
Ceramic Industries Limited
Fresh Certificate of Incorporation
consequent upon change of name Shri
Nataraj Ceramic and Chemical
Industries Limited
Permanent Account Number
TDS Account Number
Import Export Code
Employees Provident Fund Registration
Employees State Insurance Registration
ISO 9001:2000
VAT (TIN)
Name of Issuing Authority/Department
Registrar of Companies, Tamil Nadu
Registrar of Companies, Tamil Nadu
Income Tax Department, Government of
India
National Securities Depository Limited,
Mumbai.
National Securities Depository
Limited,Mumbai
National Securities Depository Limited,
Mumbai
Jt. Director General of Foreign Trade,
Ministry of Commerce, Government of
India
1. Office of Regional Provident Fund
Commissioner, Ahmedabad
2. Sub-Regional office of the Provident
Fund Department of Tamilnadu at
Trichirapalli
Office of Regional Director, ESIC
Bureau of Indian Standards
1. Commercial Tax Department of
Tamilnadu via its Deputy Commercial Tax
Officer (VAT) at Lalcudi
2. Commercial Tax Department of Gujarat
via its Sales Tax Officer (VAT) at Jamnagar.
Licence/Registration
No.
18-06372 dated June 21,
1973
18-06372 dated
November 01, 1983
AABCS5453M
DELS01604B
CHES12048B
RKTS01310B
0488016983
1. GJ/10904/ENF.IV/
8876 dated 21.02.84
with effect from July
1982
2. TN/TRY/135-A
63477431
MSC/L-6000191.4
1. 33683480223 (w.e.f
01/01/2007)
2. 24100800253(w.e.f
27/09/05)
165
Shri Nataraj Ceramic And Chemical Industries Limited
Sl.No.
10.
11
12
13
Name of Registration
Central Sales Tax Act, 1956
Service Tax
Central Excise
Factories Act
Name of Issuing Authority/Department
Commercial Tax Department of Tamilnadu
via its Deputy Commercial Tax Officer at
Lalcudi
Commercial Tax Department of Tamilnadu
via its Deputy Commercial Tax Officer at
Jamnagar
Office of the Assistant Commissioner of
Central Excise, Division-Service Tax,
Rajkot
Office of the Assistant Commissioner of
Central Excise, Division-Service Tax,
Rajkot
Office of the Assistant Commissioner of
Central Excise, Division-Service Tax,
Trichirappalli
Office of the Assistant Commissioner
of Central Excise, Division-Service Tax,
New Delhi
1. Central Excise Authority, Dist. Jam
Nagar
2. Central Excise Authority, Dist. Trichy
3. Central Excise Authority, Dist. Rajkot
Directorate general of technical
development (Refractories Directorate) of
the Government of India
Directorate general of technical
development (Refractories Directorate) of
the Government of India
Licence/Registration
No.
209035/ TRI (Central)
w.e.f 1/10/1973
24600800253 dated 27/
09/2005
AABCS5453MST003
AABCS5453MST004
AABCS5453MST002
AABCS5453MST001
1. AABCS5453MXM002
on 10.09.2002.
2. AABCS5453MXM001
dated 16.07.2002
3. AABCS5453MXM003
DGTD/HQ/B/S-16/R-
4 4 5 / C - 3 0 ( V ) / S E / 7 9
dated 27.01.1979
DGTD/HQ/D/S-30/C-
7375/C-30(v) /SE/81
Dated 24/4/1981
Other consents
1. Consent Order No. AWH-31803 dated 04.03.2009 from Gujarat Pollution Control Board to use its unit at Jam-
Khambalia for discharging trade effluent.
2. Consent to Establish (NOC) No. GPCB/CCA-JMN-4(3)/2066 dated 22.01.2008 from Gujarat Pollution Control
Board for expansion in the existing unit at Jam-Khambalia.
3. The Company has been granted a License No. P/HQ/GJ/15/1367/ dated 19.11.2007 to Import and Store Petroleum
in Installation from Petroleum and Explosives Safety Organization (PESO), Ministry of Commerce & Industry.
The said license has further been renewed upto 31.12.2010. The total licensed capacity is 360 KL.
4. The Company has been granted a License no. G/HT/C: 391 to act as Electrical Contractors for carrying out Electric
Installation Works in the State of Gujarat.
5. The Company has got its Generating Sets registered with the Office of the Collector of Electricity Duty, Gandhi
Nagar, Gujarat, for the purpose of generation of electricity at its unit at Jam-Khambalia. For two generation sets of
the capacity of IX 180 KVA, two different registration numbers Jamnagar/51-C and Jamnagar/51-D have been
allotted. For the remaining two generation sets of the capacity of Ix 250 KVA, two separate registration no. Jamnagar/
51-E and Jamnagar/51-F have been allotted.
6. The Company has been registered with the Directorate General of Technical Development vide registration no.
DGTD/HQ/D/S/-30C-7375/C-30(v)/SE/81 dated 24.04.1981 for the manufacture of Refractories at its unit at Jam-
Khambalia.
166
Shri Nataraj Ceramic And Chemical Industries Limited
7. Similarly, for its unit at Dalimiapuram, the Company has been granted a registration no. DGTD/HQ/B/S-16/R-445/
C-30(v)/SE/79 dated 27.01.1979 by Directorate General of Technical Development, for the manufacture of Refractories.
8. Further, the Company has also been registered with the General of Technical Development vide registration no.
DGTD/HQ/B/S-16/R-16839/C-30(i)/SE/87 dated 25.03.1987 for the manufacture of Castables with an annual capacity
of 4000 M.T. at its unit situated at Dalmiapuram. Similarly for its unit at Jam-Khambalia, it has been given a
registration no. DGTD/HQ/B/S-30/R-16838/C-30(i)/SE/87 dated 25.03.1987 for the manufacture of Castables with
an annual capacity of 2000 M.T.
9. The Company has been granted Industrial Licence (Carry on Business) No. IL-534 (83) dated 02.12.83 by the
Ministry of Industry, Department of Industrial Development, Secretariat for Industrial Approvals, for the manufacture
of Potassium Chlorate.
10. Further, the Company has been granted Industrial Licence (Carry on Business) No. IL-108 (86) dated 30.12.1983
by the Ministry of Industry, Department of Industrial Development, Secretariat for Industrial Approvals, for the
manufacture of Salt glazed stoneware pipes and specials.
11. The Company has been granted the Registration-Cum-Membership Certificate by the Chemical & Allied Products
Export Promotion Council, Calcutta on 24.01.1992 as a Manufacturer-Exporter.
167
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Pursuant to the resolution passed by the Board of Directors of the Company at its meeting held on September 09, 2008 it
has been decided to make this offer to the Equity Shareholders of the Company with a right to renounce in accordance
with the provisions of sections 80, 81(1A) of the Companies Act, 1956.
Consent of Lenders
The agreements in respect of some of the debt taken by us contain certain covenants inter-alia for altering our share
capital and for our expansions and diversifications plans. We have obtained the consents of these lenders for the proposed
rights issue by our Company.
Prohibition by SEBI/RBI/Any other Authority
Neither we, nor our Directors or the Promoter Group Companies, or companies with which our Directors are associated
with as directors or promoters, have been prohibited from accessing or operating in the capital markets under any order
or direction passed by SEBI. Further, none of the directors or person(s) in control of the Promoters (as applicable) have
been prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority.
Neither the Company nor its directors, associates, promoters, promoters Group companies or relatives of the Promoters
have been detained as wilful defaulter by the RBI or government authorities. There are no violations of securities laws
committed by any of them in the past or pending against them.
Eligibility for the Issue
The Company is an existing company registered under the Indian Companies Act, 1956 whose Equity Shares are listed
on the MSE, CSE and DSE. It is eligible to offer this Issue in terms of Clause 2.4.1(iv) of the SEBI DIP Guidelines. The
Company, its Promoter, its Directors or any of the Company’s associates or group companies are currently not prohibited
from accessing the capital market under any order or direction passed by SEBI. Further the Promoter, their relatives (as
per Act), the Company, group companies, associate companies are not detained as willful defaulters by RBI / Government
authorities.
Disclaimer Clause of SEBI
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO SEBI SHOULD
NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED
BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF
ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT.
LEAD MERCHANT BANKER, CHARTERED CAPITAL AND INVESTMENT LTD. HAS CERTIFIED THAT
THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES IN FORCE
FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKER
CHARTERED CAPITAL AND INVESTMENT LTD. HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED SEPTEMBER 16 2008 WHICH READS AS FOLLOWS:
WE, THE UNDER NOTED LEAD MERCHANT BANKER (S) TO THE ABOVE MENTIONED FORTHCOMING
ISSUE STATE AS FOLLOWS:
1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION
LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC.
AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE HERETO
IN CONNECTION WITH THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE
SAID ISSUE;
168
Shri Nataraj Ceramic And Chemical Industries Limited
2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE
STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE
AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:
(A) THE LETTER OF OFFER FORWARDED TO THE BOARD IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
(B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE
GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY THE BOARD, THE GOVERNMENT AND ANY
OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
AND
(C) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT
IN THE PROPOSED ISSUE (AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE
REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SEBI (DISCLOSURE AND INVESTOR
PROTECTION) GUIDELINES, 2000 AND OTHER APPLICABLE LEGAL REQUIREMENTS).
3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER
OF OFFER ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS
VALID.
4) WE HAVE SATISFIED OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL
THEIR UNDERWRITING COMMITMENTS.
5) WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO
LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION
SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS
DURING THE PERIOD STARTING FROM THE DATE OF FILING THE LETTER OF OFFER
WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN
THE LETTER OF OFFER.
6) WE CERTIFY THAT CLAUSE 4.6 OF THE SEBI (DISCLOSURE AND INVESTOR PROTECTION)
GUIDELINES, 2000, WHICH RELATES TO SECURITIES INELIGIBLE FOR COMPUTATION OF
PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE LETTER OF
OFFER.
7) WE UNDERTAKE THAT CLAUSES 4.9.1, 4.9.2, 4.9.3 AND 4.9.4 OF THE SEBI (DISCLOSURE AND
INVESTOR PROTECTION) GUIDELINES, 2000 SHALL BE COMPLIED WITH. WE CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION AND
SUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY
BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO
THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL
BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE
RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.
8) WHERE THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT APPLICABLE TO THE
ISSUER, WE CERTIFY THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION UNDER CLAUSE
4.10 {SUB-CLAUSE (A), (B) OR (C), AS MAY BE APPLICABLE} ARE NOT APPLICABLE TO THE
ISSUER.
9) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE
BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE
OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE
ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID
IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
10) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS
169
Shri Nataraj Ceramic And Chemical Industries Limited
PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS
SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL
THE STOCK EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIRM
THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE
ISSUER SPECIFICALLY CONTAINS THIS CONDITION.
11) WE CERTIFY THAT NO PAYMENT IN THE NATURE OF DISCOUNT, COMMISSION, ALLOWANCE
OR OTHERWISE SHALL BE MADE BY THE ISSUER OR THE PROMOTERS, DIRECTLY OR
INDIRECTLY, TO ANY PERSON WHO RECEIVES SECURITIES BY WAY OF FIRM ALLOTMENT IN
THE ISSUE.
12) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE LETTER OF OFFER THAT THE
INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE.
13) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE LETTER OF
OFFER:
(A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE ONLY
ONE DENOMINATION FOR THE SHARES OF THE COMPANY AND
(B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE
AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.
The filing of this Letter of Offer does not, however, absolve the Company from any liabilities under Section 63 or Section
68 of the Act or from the requirement of obtaining such statutory or other clearance as may be required for the purpose of
the proposed Issue. SEBI further reserves the right to take up, at any point of time, with the Lead Managers any irregularities
or lapses in this Letter of Offer.
Caution
The Company, its Directors and the Lead Manager accept no responsibility for statements made otherwise than in the
Letter of Offer or the advertisements or any other material issued by or at the instance of the above mentioned entities and
any one placing reliance on any other source of information would be doing so at his or her own risk.
The Lead Manager does not accept any responsibility, save to the limited extent as provided in terms of the Memorandum
of Understanding entered into between the Company and the Lead Manager.
All information shall be made available by the Lead Manager and the Company to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner whatsoever including
at road show presentations, in research or sales reports or elsewhere.
The Company and the Lead Managers are obliged to update the Letter of Offer and keep the public informed of any
material changes till the listing and trading commencement.
Disclaimer with respect to jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India), who are majors,
HUF, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in
shares, Indian mutual funds registered with SEBI, Indian financial institutions, scheduled commercial banks, regional
rural banks, co-operative banks (subject to RBI permission), or Trusts under the applicable Trust Law and who are authorised
under their constitution to hold and invest in shares, permitted Insurance Companies and Pension Funds and to permitted
non residents including FIIs, NRIs and other eligible Foreign investors. This Letter of Offer does not, however, constitute
an offer to sell or, an invitation to subscribe to or purchase Equity Shares offered hereby in any other jurisdiction to any
person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this
Letter of Offer comes is required to inform himself or herself about it, and to observe, any such restrictions. Any dispute
arising out of this Issue shall be subject to the exclusive jurisdiction of appropriate court(s) in, Delhi, India only.
No action has been or will be taken to permit a public Issue in any jurisdiction where action would be required for that
purpose, except that the Letter of Offer has been filed with SEBI for observations and the SEBI has given its observations.
Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Letter of
Offer may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this Letter of Offer nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to this date.
170
Shri Nataraj Ceramic And Chemical Industries Limited
Designated Stock Exchange
The Designated Stock Exchange for the purpose of the Issue will be The Madras Stock Exchange Ltd.
Disclaimer Clause of the MSE
Madras Stock Exchange Limited does not in any manner:
Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document, or
Warrant that this company’s securities will be listed or continue to be listed on Madras Stock Exchange, or
Take any responsibility for the financial or other soundness of this Company, its promoter, the management or any scheme
of project of the company.
It should not, for any reason be deemed or construed that this Offer Document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of the company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Madras Stock Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription / acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Disclaimer Clause of the CSE
The Calcutta Stock Exchange Association Ltd., (“the Exchange”), has given its permission to the company to use the
name of the Exchange in the Offer Document as a Non-Designated Stock Exchange on which the company’s further
securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to the company.
This Exchange does not in any manner
(1) Warrant, certify or endorse the correctness or completeness of any of the contents of the Letter of Offer, or
(2) Warrant that the company’s securities will be listed or will continue to be listed on this Exchange, or
(3) Take any responsibility for the financial or other soundness of this Company, its promoter, its management or any
scheme of project of the company.
and it should not for any reason be deemed or construed that this Letter of Offer has been cleared by the Exchange. Every
person who desires to apply for or otherwise acquires any securities of the company may do so pursuant to independent
inquiry, Investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by
reason of anything stated or omitted to be stated in the offer document or for any other reason whatsoever.
Disclaimer Clause of the DSE
The Delhi Stock Exchange Ltd., has given its no objection to the company vide its letter dated October 1, 2008 to use the
name of the Exchange in this Offer Document as one of the Stock Exchanges on which the company’s securities are
proposed to be listed. Delhi Stock Exchange has scrutinized this Draft Offer Documents for its limited internal purpose
of deciding on the matter of granting the aforesaid permission to the company. The Delhi Exchange does not in any
manner:
• Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document.
• Warrant that this company’s securities will be listed or continue to be listed on DSE.
• Take any responsibility for the financial or other soundness of this Company, its promoter, the management or any
scheme of project of the company
and it should not be, for any reason be deemed or construed that this Offer Document has been cleared or approved by
DSE. Every person who desires to apply for or otherwise acquires any securities of this company may do so pursuant to
independent inquiry, investigations and analysis and shall not have any claim against DSE, whatsoever by reason of any
loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by
reason of anything stated in the offer document or any other reason whatsoever.
Filing
This Letter of Offer will be filed with SEBI, Corporation Finance Department, Division of Issues and Listing, D’ Monte
Building, 3rd Floor, 32 D’ Monte Colony, TTK Road, Alwarpet, Chennai, 600018. Three copies of the Letter of Offer will
also be filed with Primary Market Department at the Head Office of the SEBI at SEBI Bhavan, Plot No. C-4A, G Block,
171
Shri Nataraj Ceramic And Chemical Industries Limited
Bandra Kurla Complex, Bandra (East), Mumbai- 400 051. The Letter of Offer will also be filed with the Stock Exchanges
as per the requirements of the law. All the legal requirements applicable till the date of filing the Letter of Offer with the
Stock Exchanges have been complied with.
Dematerialised Dealing
The Company has agreement with Central Depository Services (India) Limited (CDSL) and its Equity Shares bear the
ISIN No. INE200F01017.
Listing
The existing Equity Shares are listed on the MSE, CSE and DSE. The Company has made an application to the MSE,
CSE and DSE for permission to deal in and for an official quotation in respect of the 6% NCDs with Detachable Warrants
being offered in terms of this Letter of Offer. If the permission to deal in and for an official quotation of the securities is
not granted by any of the Stock Exchanges mentioned above, within 7 days from the Issue Closing Date, the Company
shall forthwith repay, without interest, all monies received from applicants in pursuance of this Letter of Offer. If such
money is not paid within 8 days after the Company becomes liable to repay it, then the Company and every Director of the
Company who is an officer in default shall, on and from expiry of 8 days, be jointly and severally liable to repay the
money with interest as prescribed under the Section 73 of the Companies Act, 1956.
Impersonation
As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of
Section 68A of the Act which is reproduced below:
“Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares
therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in
a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”.
Consents
Consents in writing of the Auditors, Lead Managers, Legal Advisors, Registrar to the Issue and Banker to the Company
to act in their respective capacities have been obtained and filed with SEBI, along with a copy of the Letter of Offer and
such consents have not been withdrawn up to the time of delivery of this Letter of Offer for registration with the Stock
Exchanges.
The Auditors of the Company have given their written consent for the inclusion of their Report in the form and content
as appearing in this Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of
this Letter of Offer for registration for registration with the stock exchanges.
The Auditors have given their written consent for inclusion of income tax benefits in the form and content as appearing
in this Letter of Offer, accruing to the Company and its members.
To the best of our knowledge there are no other consents required for making this Issue. However, should the need arise,
necessary consents shall be obtained by us.
Expert Opinion, if any
Save and except as indicated elsewhere in this Letter of Offer, no other expert opinion has been obtained by the Company.
Fees Payable to the Lead Managers to the Issue
The fees payable to the Lead Managers to the Issue are set out in the Memorandum of Understanding entered into by the
Company with Chartered Capital and Investment Limited, copies of which are available for inspection at the Registered
Office of the Company.
Fees Payable to the Registrars to the Issue
The fee payable to the Registrars to the Issue is as set out in the relevant documents, copies of which are kept open for
inspection at the Registered Office of the Company.
Underwriting commission, brokerage and selling commission
No underwriting commission, brokerage and selling commission will be paid for this Issue.
172
Shri Nataraj Ceramic And Chemical Industries Limited
Other Expenses of the Issue
The other expenses of the Issue payable by the Company including printing and distribution expenses, publicity, listing
fees, stamp duty and other expenses are estimated at Rs. 30 Lacs (around 12.5% of the total Issue size) and will be met out
of the proceeds of the Issue. The following table provides a break-up of estimated issue expenses:
The expenses for this Rights Issue are estimated at Rs. 30 lacs, the break-up whereof is as follows:
Activity Amount (in Rs. Lacs)
Lead Management Fees 8
Advertisement and Marketing expenses 2
Printing and Stationery 5
Registrar to the Issue 1.5
Others (legal fee, listing fee, etc) 13.5
Total Estimated Issue expenses 30
Previous Issues by the other Group Companies during last three years
There have been no previous Issues by the other Group Companies during last three years except OCL India Limited the
details of which are mentioned on page no 173 of this letter of offer.
Promise v. Performance
Shri Nataraj Ceramic and Chemical Industries Limited
SNCCIL made a public issue to their shareholders in 1984.
The issue comprised of 300000 equity shares of Rs. 10 each and offer for sale of 20000 equity shares of Rs. 10 each by
Govan Bros.(Rampur) Pvt. Limited, both for cash at par.
Objects of the issue
The issue was made with the object of obtaining an official quotation for Equity Shares of the Company, to have funds for
long term working capital requirement of the Company and meet the expenses of the issue.
Actual performance:
The objects of the issue were successfully achieved.
Funds were utilized for the following:
1) The shares of the Company were successfully listed on the Madras Stock Exchange Association Limited (then know
as Madras Stock Exchange Limited)
2) Rs. 2400000 was used for funding the long term working capital requirements of the Company.
3) Rs. 600000 were used for meeting the expenses of the issue.
Listed Ventures of the Promoters Group
1. Sita Investment Company Limited (SICL):
The shares of SICL are listed on Calcutta Stock Exchange Association Limited.
The company has, however, initiated the process of getting itself delisted from the said stock exchange vide resolution
passed in Board meeting dated Novembe 28, 2008 and EGM dated December 26, 2008. It has also received the NOC
from the Stock Exchange for using electric linked transparent facility to make reverse Book Building Process vide its
letter dated June 02, 2009.
2. Shree Nirman Limited (SNL):
The shares of SNL were listed on Calcutta Stock Exchange Association Limited. However the shares have been
delisted from this exchange w.e.f April 09, 2009.
3. Alirox Abrasives Limited (AAL):
The shares of AAL are listed on Delhi Stock Exchange Limited.
173
Shri Nataraj Ceramic And Chemical Industries Limited
4. Ankita Pratisthan Limited (APL):
The shares of APL are listed on Uttar Pradesh Stock Exchange Association Limited. The company has, however,
initiated the process of getting itself delisted from the said stock exchange vide resolution passed in Board meeting
dated October 16, 2008 and EGM dated November 12, 2008.
The shares of the company have been delisted from Calcutta Stock Exchange Association Limited w.e.f April 09, 2009
vide CSE’s letter dated March 31, 2009. The shares of this Company were listed on Delhi Stock Exchange Limited vide
DSE’s letter dated September 29, 2009 and subsequently delisted from the said exchange w.e.f. March 31 2009.
5. Dalmia Cement (Bharat) Limited (DCBL):
The shares of DCBL are listed on Bombay Stock Exchange Limited, National Stock Exchange of India Limited and
Madras Stock Exchange Limited.
6. OCL India Limited
The existing Equity Shares of the OCL India Limited are listed on the National Stock Exchange of India Limited
and Bombay Stock Exchange Limited.
7. Landmark Property Development Co. Limited
The existing Equity Shares of the Landmark Property Development Co. Limited are listed on the National Stock
Exchange of India Limited and Bombay Stock Exchange Limited.
Promise vis-à-vis performance - Last one Issue of Group / Associate Companies
All the promises as mentioned in the offer documents of the last one issues of the group Companies have been successfully
accomplished.
Dalmia Cement (Bharat) Limited (DCBL) : It came out with a right issue of 6% NCDs with Detachable Warrants in
2001.
The object of the issue was to pre-pay its term loan from Punjab National Bank, Janpath Branch, New Delhi or to reduce
any of its other borrowings.
Actual performance:
The object of the issue was successfully achieved.
OCL India Limited : It came out with a right issue of Equity Shares in 2006.
The object of the issue were:
1. To increase cement manufacturing capacity of the Company, which will enable us to produce increased volumes of
blended cement. We intend to add a VRM to our already existing line of three VRMs in our cement plant at
Rajgangpur; and
2. To meet the expenses of the Issue.
Actual performance:
The objects of the issue were successfully achieved.
Outstanding Debentures or Bonds and Redeemable Preference Shares and Other Instruments issued by SNCCIL
Outstanding as on the Letter of Offer Date and their terms of Issue
There are no Outstanding Debentures or Bonds and Redeemable Preference Shares issued by Shri Nataraj Ceramic and
Chemical Industries Limited as on the date of this Letter of Offer.
Stock Market Data for Equity Shares of Shri Nataraj Ceramic and Chemical Industries Limited
The stock market data as for the Company is not available as the shares are infrequently traded.
The Average Price for the preceding three years on MSE, CSE and DSE were as under:
The Average price for preceding 3 years for the Company is not available as the shares are infrequently traded. The shares
of the company last traded at Madras Stock Exchange Limited at Rs. 30.50 per share on February 14, 2000.
174
Shri Nataraj Ceramic And Chemical Industries Limited
The market price immediately on September 09, 2008 i.e. after the date on which the Board of Directors approved the
Rights Issue is not available as the shares are infrequently traded.
The volume of securities traded in each month during the six months preceding the date on which the Letter of Offer is
filed with the Stock Exchange is not available as the shares are infrequently traded.
Information as per Clause 6.48.1 of SEBI DIP Guidelines 2000
Working results of the Company from 1st April, 2009 till 31st May, 2009:
(Rs. in Lacs)
Sl. No. Particulars Amount
1 Net Sales/Income from Operations 1615.00
2 Other Income 15.00
3 Gross Profit Before Depreciation & Taxation 279.00
4 Depreciation 26.00
5 Provision for Tax 85.00
6 Estimated Net Profit 168.00
Information as per Clause 6.48.2 of SEBI DIP Guidelines 2000
Material changes and commitments, if any, affecting financial position of the Company: Nil
Information as per Clause 6.48.3 of SEBI DIP Guidelines 2000
This Information is not available as the shares are infrequently traded.
Mechanism evolved for Redressal of Investor Grievances
The Memorandum of Understanding between the Company and the Registrar to the Issue provides for retention of records
with the Registrar to the Issue, Karvy Computershare Private Limited, for a period of at one year from the last date of
dispatch of letters of allotment, demat credit, and refund orders to enable the investors to approach the Registrar to the
Issue for redressal of their grievances.
All grievances relating to this Issue may be addressed to Company and the Registrar to the Issue, giving full details such as
name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application,
Depository participant and the respective Syndicate member or collection center where the application was submitted.
All investor complaints that cannot be resolved by the Compliance Officer would be placed before the Investors Grievance
Committee for resolution. The Company will settle investor grievances expeditiously and satisfactorily.
Status of Investor Complaints for the period 01/04/2009 TO 31/05/2009
Sl. No. Sub_Code Description Received Resolved Pending
1 DW09 Non Receipt of Dividend Warrants 2 2 0
2 GN10 Non Receipt of Annual Report 1 1 0
3 SH15 Non Receipt of Dup/ Transmission/
Deletion of SCS 1 1 0
Total 4 4 0
Disposal of Investor Grievances by the Company
The Company estimates that the average time required by it or the Registrar to the Issue for the redressal of routine
investor grievances shall be seven working days from the date of receipt of the complaint. In case of non-routine complaints
and where external agencies are involved, the Company or the Registrars will seek to redress these complaints as expeditiously
as possible.
The Company has appointed, Mr. C.N.Maheshwari, Company Secretary as the Compliance Officer and he may be contacted
in case of any pre-issue or post-issue related problems such as non-receipt of allotment advice, refund orders and demat
credit, etc. He can be contacted at:
Mr. C.N. Maheshwari
Shri Nataraj Ceramic and Chemical Industries Limited
4, Scindia House, Connaught Place
New Delhi-110001
Tel: +91 11 23457102, 23324135
Fax: +91 11 23324136
175
Shri Nataraj Ceramic And Chemical Industries Limited
Email: [email protected]
Mechanism evolved for Redressal of Investor Grievances for listed Group Companies.
The Companies have duly appointed the Company Secretaries/Senior Officers of the as Compliance Officers and they may
be contacted in case of any investor related problems.
Change if any to the Auditor during last 3 years and reasons thereof
There has been no change in Auditors of our Company during the last 3 years.
Capitalization of Reserves or Profits (during last five years)
There has not been any capitalization of Reserves or Profits during the last five years.
Revaluation of Assets
None of the assets of the Company have been revalued during the last five years.
176
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION VIII- ISSUE RELATED INFORMATION
TERMS OF THE ISSUE & ISSUE PROCEDURE
The 6% NCDs with detachable warrants, now being issued, are subject to the terms and conditions contained in this Letter
of Offer, the enclosed Composite Application Form (CAF), the Memorandum and Articles of Association of the Company,
the provisions of the Act, guidelines issued by SEBI, guidelines, notifications and regulations for issue of capital and for
listing of securities issued by Government of India and/or other statutory authorities and bodies from time to time, terms
and conditions as stipulated in the allotment advice or letter of allotment or security certificate and rules as may be
applicable and introduced from time to time.
Authority for the Issue
This Issue is being made pursuant to the resolutions passed by the Board of Directors of the Company at ts meeting held on
September 09 2008.
Basis for the Issue
The 6% NCDs with detachable warrants being offered for subscription for cash to those existing Equity Shareholders
whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the shares held
in the electronic form and on the Register of Members of the Company in respect of shares held in the physical form at
the close of business hours on the Record Date i.e. July 06, 2009 fixed in consultation with MSE, DSE and CSE.
Rights Entitlement
As your name appears as beneficial owner in respect of the Equity Shares held in the Electronic Form or appears in the
Register of Members as an Equity Shareholder on the Record Date, you are entitled to the number of 6% NCDs with
detachable Warrants shown in Block I of Part A of the enclosed CAF.
The eligible Equity Shareholders are entitled to the following:
• Three (3) 6% NCDs for every One (1) Equity Share held on the Record Date;
• For every 6% NCD being allotted on a rights basis under this Issue, the Equity Shareholder shall be entitled to
receive one detachable Warrant
Face Value
Each 6% NCD shall have the face value of Rs. 10/-.
Issue Price
Each 6% NCDs with detachable Warrants is being offered at a price of Rs. 10/-.
Terms of Payment
Entire Issue price would be payable on application.
Rights Entitlement Ratio
It shall be as detailed above.
Fractional Entitlements
Since the threshold limit of entitlement is one equity share, the situation of fractional entitlement will not arise.
Joint-holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as
joint tenants with benefits of survivorship subject to provisions contained in the Articles of Association of the Company.
Ranking of the Equity Shares
The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-
passu in all respects including dividends with the existing Equity Shares of the Company.
177
Shri Nataraj Ceramic And Chemical Industries Limited
Rights of the Equity Shareholder of the Company
Subject to applicable laws, the equity shareholders shall have the following rights:
1) Right to receive dividend, if declared;
2) Right to attend general meetings and exercise voting powers, unless prohibited by law;
3) Right to vote on a poll in person or by proxy;
4) Right to receive offers for rights shares and be allotted bonus shares, if announced;
5) Right to receive surplus on liquidation;
6) Right to free transferability of shares; and
7) Such other rights as may be available to a shareholder of a listed public company under the Companies Act and
Memorandum and Articles of Association.
For a detailed description of the main provisions of the Company’s Articles of Association dealing with voting rights,
dividends, forfeiture, lien, transfer and transmission, and/or consolidating/splitting, see the section titled “Main Provisions
of Articles of Association” on page 198 of this Letter of Offer.
Principal Terms of 6% Non-Convertible Debentures
Face Value
Each NCD shall have the face value of Rs. 10.
Entitlement Ratio
The NCDs are being offered on a rights basis to the existing Equity Shareholders of the Company in the ratio of three (3)
NCDs for every One (1) Equity Share held on the Record Date i.e. July 06, 2009.
SEBI vide its Circular No. IMD/FII/20/2006 dated April 5, 2006 and the RBI circular no. RBI/2006-2007/435 A.P. (DIR
Series) Circular No.74 dated June 8, 2007, has stated that Government of India and Reserve Bank of India have clarified
that FII investments are restricted to only listed debt securities of companies. Accordingly, FIIs are eligible to subscribe
to the NCDs with detachable warrants issued vide this Letter of Offer as the Debt securities will be listed.
Fractional Entitlement
Since the threshold limit of entitlement is one equity share, the situation of fractional entitlement will ot arise.
Non-Resident Equity Shareholder/ Applicants
Applications received from NRIs and non-residents for allotment of NCDs and detachable Warrants shall be inter alia,
subject to the conditions imposed from time to time by the RBI under the FEMA in the matter of refund of application
moneys, allotment of NCDs with detachable Warrants, issue of allotment advice /debenture certificates, payment of
interest, dividends, etc. General permission has been granted to any person resident outside India to purchase 6% NCDs
with Detachable Warrants offered on rights basis by an Indian company in terms of FEMA and regulation 6 of notification
No. FEMA 20/2000-RB dated May 3, 2000 The Board of Directors may at its absolute discretion, agree to such terms and
conditions as may be stipulated by RBI while approving the allotment of NCDs with detachable Warrants, payment of
interest etc. to the non-resident shareholders. The rights 6% NCDs with Detachable Warrants purchased by non-residents
shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the
original shares against which rights shares are issued.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been
derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management
(Withdrawal of General Permission to Overseas Corporate Bodies “OCBs”) Regulations, 2003. Accordingly, OCBs shall
not be eligible to subscribe to the /NCD/Warrants. The RBI has however clarified in its circular, A.P. (DIR Series)
Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the
RBI are permitted to undertake fresh investments as incorporated non-resident entities. Thus, OCBs desiring to participate
in this Issue must obtain prior approval from the RBI. On providing such approval to the Company at its registered office,
the OCB shall receive the Letter of Offer and the CAF.
178
Shri Nataraj Ceramic And Chemical Industries Limited
Terms of Payment
On application: Rs. 10 per NCD
Subsequent to this the Company would have a corporate action for appropriation of amount payable on allotment and for
credit of fully paid NCDs to the demat accounts of NCD holders who have paid the amount due on allotment. In case the
shareholder applies for additional 6% NCDs with Detachable Warrants and is not fully allotted the same, the balance
shall be duly refunded to him.
Redemption
Each NCD shall be redeemed at the end of 7 years (or earlier as may be decided by the Board) from the Date of Allotment
at the face value of Rs. 10.
Interest
Interest would be paid at the rate of 6% per annum on the amount outstanding from time to time from the Date of
Allotment of each NCD. Interest payments would be made at the end of each year from the date of allotment and the last
payment would be made on final redemption. If such date falls on a Sunday or a public holiday in New Delhi notified in
terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working day. Payment of interest
would be subject to the deduction of Income-tax Act, 1961 or any statutory modification or re-enactment thereof for the
time being in force.
As per the current provisions of the Income-tax Act, 1961, tax will not be deducted at source from interest on NCD (in
case of resident individual NCD holders), if such interest does not exceed Rs.2,500, respectively in any financial year. If
interest exceeds the prescribed limit of Rs.2,500 on account of interest on NCD, then, to ensure non-deduction or lower
deduction of tax at source, as the case may be, the NCD holder should furnish either (a) a declaration (in duplicate) in the
prescribed form i.e. (i) Form 15H which can be given by individuals who are of the age of 65 years or more (ii) Form 15G
which can be given by all applicants (other than companies, firms and NR), or (b) a certificate, from the Assessing
Officer which can be obtained by all applicants (including companies and firms) by making an application in the prescribed
form i.e. Form 13. The aforesaid documents, as may be applicable, should be submitted to Company quoting the name of
the sole/ first NCD holder, NCD folio number and the distinctive number(s) of the NCD held, at least one month prior to
the interest payment date, to ensure non-deduction/lower deduction of tax at source from interest on NCD. The investors
need to submit Form 15H/ 15G/ certified true copy of Certificate from Assessing Officer for each financial year to ensure
non-deduction or lower deduction of tax at source from interest on NCD. NRIs/ OCBs applying on repatriation basis who
desire that the interest be paid without deduction of tax at source or at lower rate should submit a certified true copy of
Certificate issued by their Assessing Officer to the Company.
Agents and Trustees for the NCD holders
The Company has appointed IL&FS Trust Company as the trustees for the holders of the NCDs offered through this
Letter of Offer.
Security
The redemption of the principal amount of the Debentures, payment of all interest, remuneration of the Debenture
Trustees, all fees, costs, charges, expenses and all other monies payable in respect thereof, will be secured by a pari passu
charge in favour of the Trustees in such form and manner created in one or more tranches as may be decided in consultation
with the Trustees on all or part of the movable and fixed assets of the Company at its Dalmiapuram unit. The principal
amount of the NCDs, all interest and all other monies to be secured will as between the holders of the NCDs inter-se rank
pari passu without any preference or priority whatsoever on account of date of issue or allotment or otherwise.
The Company will undertake to furnish to the Trustees additional security as may be required by the Trustees by way of
hypothecation on current assets, pledge of securities, shares, investments or mortgage of immoveable properties after
making out a clear and marketable title thereto to the satisfaction of the Trustees and after obtaining all such consents as
necessary for creation of additional security for the NCDs.
Also, the bankers to the Company, M/s Axis Bank Limited, have given their NOC for ceding their pari passu charge in
favour of the Debenture trustee.
179
Shri Nataraj Ceramic And Chemical Industries Limited
Further Issues/Borrowings
The Company shall be entitled, from time to time to make further issue of debentures and/or raise term loans or raise
further funds from time to time by such other debt instruments or other securities (whether or not the same constitutes
securities for the purposes of the Act or the Securities (Contracts Regulations) Act, 1956 to the public, of any section of
the public in India or any part of the world, members of the Company, by way of a private placement or bilateral
arrangements and/ or avail of further financial and or guarantee facilities from financial institutions, banks and/or any
other person(s) on the security or otherwise of its property or against any security provided by any third party security
provider without the consent of the holders of the NCD. However, until the NCDs are fully redeemed, the Company shall
not create any mortgage or charge on any of its properties or assets without obtaining prior written approval of the
Trustee.
Rights of Holders of NCD
1) The NCDs shall rank pari-passu inter-se without any preference or priority of one over the other or others of them.
2) The NCD shall be transferable and transmittable in the same manner and to the same extent and be subject to the
same restrictions and limitations as in the case of the Equity Shares of the Company. The provisions relating to
transfer and transmission and other related matters in respect of Equity Shares of the Company contained in the
Articles and the Act shall apply, mutatis mutandis, to the NCD as well.
3) The NCD holders will not be entitled to any right and privileges of the Equity Shareholders of the company other
than those available to them under statutory requirements. The NCDs shall not confer upon the NCD holders the
right to receive notice, or to attend and vote at the general meetings of shareholders or the NCD holders or any other
class of securities of the Company.
4) The rights, privileges, terms and conditions attached to the NCDs may be varied, modified or abrogated with the
consent, in writing, of those holders of the NCDs (or through the Trustee) who hold at least three fourths of the
outstanding amount of the NCDs (of the current issue) or with the sanction accorded pursuant to a resolution passed
at the meeting of the NCD holders; provided that nothing in such consent or resolution shall be operative against
the Company where such consent or resolution modifies or varies the terms and conditions governing the NCDs
and the same are not acceptable to the Company.
5) The Company shall, as required by Section 152 of the Companies Act, keep a Register of the Debenture holders and
enter therein the particulars prescribed under the said Section.
6) The Trustee or the Company may, at any time, and the Trustee shall at the request in writing of the holder(s) of
NCDs representing not less than one-tenth in value of the nominal amount of the NCDs for the time being outstanding,
convene a meeting of the holders of the NCDs by giving not less than 21 days notice in writing. Provided that a
meeting may be called by giving shorter notice if the consent of the NCD holders representing not less than 95% of
the NCDs remaining outstanding is accorded.
7) The accidental omission to give notice to, or the non-receipt of notice by, any NCD holder or other person to whom
it should be given shall not invalidate the proceedings at the meeting.
8) The quorum for a meeting of the NCD holders shall be 5 (Five) NCD holders, personally present or holders of not
less than 10% of the outstanding amount of the NCDs. The nominee of the Trustee shall be the chairman of the
meeting of the NCD holders and in his absence, the NCD holders personally present at the meeting shall elect one
of themselves to be the Chairman thereof on a show of hands.
9) At every such meeting each NCD holder shall, on a show of hands, be entitled to one vote only, but on a poll he shall
be entitled to one vote in respect of every NCD of which he is a holder in respect of which he is entitled to vote.
10) The NCD will be subject to any other terms and conditions to be incorporated in the Agreement/Trust Deed(s) to be
entered into by the Company with the Trustees and the NCD Certificates/ Allotment Letters that will be issued.
Procedure for Redemption of NCDs
Payment on part or final redemption of the NCD will be made to those NCD holders whose names appear in the Register
of NCD holders (or to first holder in case of joint-holders) as on record date/book closure date to be fixed by the Company
for this purpose from time to time. On payment of the final redemption proceeds, the NCD Certificate shall automatically
stand cancelled.
180
Shri Nataraj Ceramic And Chemical Industries Limited
The record date for this purpose would be fixed in consultation with the Stock Exchanges at least 15 calendar days prior to
the relevant part/final redemption date. Such dates would be would be intimated to the Stock Exchanges where the NCDs
are proposed to be listed. No separate notice would be published by the Company in this regard. Buyers of the NCD are
advised to send the NCD Certificates to the Company Limited or to such persons as may be notified by the Company from
time to time, along with a duly executed Transfer Deed for registration of transfer of the NCD. If the request for transfer of
the NCD is not received by, or on, the record date fixed by the Company for the said part/final redemption, the part/final
redemption proceeds will be paid to the seller and not to the buyer. In such cases, any claims, shall be settled inter-se
between the parties and no claim or action shall lie against the Company. Payment on part or final redemption will be made
by cheque payable at par at all such places where the applications were originally accepted. At other places, the Company
reserves the right to adopt any other suitable mode of payment.
The Company’s liability to the NCD holder(s) towards their rights including for payment or otherwise shall stand extinguished
from the date of final redemption in all events and on the Company dispatching the final redemption amounts to the NCD
holder(s). Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date
of redemption of the NCD(s).
Modification to the Terms of the NCDs
Any modification to the terms of issue pertaining to the NCDs would be carried out only with the prior approval of the
NCD holders and Trustees. This would be done by convening their special class meeting in accordance with the provisions
of the Companies Act, 1956 and taking their approval by a simple majority to the terms of modification sought, from the
NCD holders present and voting.
Repurchase and Right to Reissue NCD
The Company may, at its discretion, at any time purchase the NCD at discount, at par or at a premium in the open market
or otherwise. Such NCD may, at the option of the Company, be cancelled, held, reissued or resold at such price and on
such terms and conditions as the Company may deem fit and as permitted by law.
Where the Company has redeemed or repurchased any NCD, the Company shall have and shall be deemed always to
have had the right to keep such NCD alive without extinguishment for the purpose of resale or reissue and in exercising
such right, the Company shall have and be deemed always to have had, the power to resell or reissue such NCD either by
reselling or reissuing the same NCD or by issuing any other NCD in its place. This includes the right to reissue the
original NCD.
PRINCIPAL TERMS OF DETACHABLE WARRANTS
Entitlement
For allotment of every NCD being offered, one detachable Warrant would be issued. This Warrant can be freely and
separately traded. The Warrant holder will be entitled to exercise his right to apply for one Equity Share of Re. 10 each at
the Warrant Exercise Price for each Warrant held, at any time during the Warrant Exercise Period.
Warrant Exercise Period
Warrant Exercise Period shall not exceed 18 months from the date of allotment from the date of allotment. Warrant
holders can exercise their right to apply for the Equity Share at the Warrant Exercise Price any time during the Warrant
Exercise Period. Record date shall be fixed before the conversion. FURTHER THE WARRANTS NOT EXERCISED
DURING THE WARRANT EXERCISE PERIOD SHALL LAPSE i.e. the warrant holders shall not be entitled to
exercise or claim issue of equity shares after expiry of the warrant exercise period. (explanation - the warrants to be
lapsed in case it is not exercised by the eligible equity shareholders for conversion during the exercise period)
Call Option
Company will have a call option for Conversion to be exercised at the discretion of the Board, by giving a notice of at
least 60 days at any time after allotment. The Company will give a Notice in the newspapers declaring the Warrant
Exercise Price and shall call upon the Warrant holders to exercise the right to subscribe to Equity Shares. Warrants will
lapse in case investors do not exercise Conversion option on receipt of a notice for the Call Option.
Warrant Exercise Price
As the equity Shares of the Company are listed on MSE, CSE and DSE and shares are very infrequently traded at present,
the Warrant Exercise Price will be a price to be decided by the Board at its Meeting, such date being after the date of
allotment of warrants in this Rights Issue, provided however that the price will not exceed Rs.200/- and will not be below
Rs. 10/-. The Warrant Exercise Price will be communicated to the Warrant holders by way of a Public Notice in newspapers.
The Warrant Exercise Price will be payable in calls as decided by the Board of Directors of the Company.
181
Shri Nataraj Ceramic And Chemical Industries Limited
The face value of each Equity Share of the Company is Re.10 each. In the event of any sub-division or consolidation of the
face value, the share entitlement on each Warrant shall be proportionately increased/decreased such that the aggregate
nominal value of the entitlement remains the same as the nominal value of the Equity Shares immediately prior to such
subdivision or consolidation e.g. in case the Company decides to sub-divide the face value of Equity Shares to Rs. 5 each,
then upon exercise of each Warrant by making payment under the Warrant Exercise Price, the Warrant holder would be
required to pay half time the Warrant Exercise Price in order to subscribe to one Equity Share of face value Rs. 5 each.
Procedure for Conversion of Detachable Warrants being issued with NCDs under this Issue
In case of Conversion either, the Company will announce a Record Date for determining Warrant holders who are
eligible for Conversion of their Warrants into Equity Shares, as per the prevailing regulations. Application for issue of
Equity Shares should be made on the prescribed Warrant Exercise Application Form. This application form would be
sent to all the eligible Warrant holders separately informing them of the conversion date and process for conversion. The
same would also be available on request with our Secretarial department.
In case of Warrant held in Physical Mode: During the Warrant Exercise Period, the the Warrant holder should send his
application for issue of Equity Shares to our Registrar, Karvy Computershare Private Limited at Plot No. 17-24, Vittal
Rao Nagar, Madhapur, Hyderabad-500081, India by filling up the requisite particulars on the Warrant Exercise Application
Form and by discharging on the reverse of the Warrants certificate. It should be accompanied by a cheque/demand draft
favoring “Shri Nataraj Ceramic and Chemical Industries Limited” payable at New Delhi for the requisite amount.
In case of Warrants held in Demat Form: During the Warrant Exercise Period, the Warrant holder should send his
application for issue of Equity Shares to our Registrar, Karvy Computershare Private Limited at Plot No. 17-24, Vittal
Rao Nagar, Madhapur, Hyderabad-500081 by filling up the said application form. It should be accompanied by cheque/
demand draft favouring “Shri Nataraj Ceramic and Chemical Industries Limited” for the requisite amount. Warrant
holders should concurrently transfer their dematerialized holdings to the Escrow Account to be opened by the Company
by marking this as an off market transaction. Details of the Escrow Account would be mentioned in the Warrant Exercise
Application Form to be provided by the Company.
Modification to the Terms of the Warrants
Any modification to the terms of issue and exercise of the Warrants would be carried out only with the prior
approval of the Warrant holders. This would be done by convening a special class meeting for seeking their approval
to the terms of modification sought, from the Warrant holders present and voting in accordance with the provisions
of the Companies Act, 1956.
Rights of Warrant holders
1) The Warrants shall be transferable and transmittable in the same manner and to the same extent and be subject to
the same restrictions and limitations and other related matters as in the case of Equity Shares of the Company.
By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”)
have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange
Management [Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)] Regulations, 2003.
Accordingly, the warrants shall not be transferable (by sale or gift) in favour of OCB(s).
2) The Warrants shall not confer upon the holders thereof any right to receive any notice of the meeting of the
Shareholders of the Company or Annual Report of the Company and or to attend/vote at any of the General Meetings
of the Shareholders of the Company held, if any.
3) Save and except the right of subscription to the Company’s Equity Shares as per the terms of the Issue of Warrants,
the holders of the Warrants in their capacity as Warrant holders shall have no other rights or privileges.
4) The Warrant holders inter-se, shall rank pari passu without any preference or priority of one over the other or
others.
5) All the above rights of the Warrant holders shall lapse automatically if the Warrants are not converted within the
Warrant Exercise Period and the unexercised Warrant shall automatically be treated as cancelled.
6) A separate register of Warrant holders would be maintained by the Company.
182
Shri Nataraj Ceramic And Chemical Industries Limited
Ranking of the Equity Shares
The Equity Shares allotted on conversion of the Warrants shall be subject to the Memorandum and Articles of Association
of the Company and shall rank pari passu in all respects including dividends with the existing Equity Shares of the Company
Caution:
1) Each warrant application form shall be accompanied by a single instrument of payment. Clubbing of folios/securities
for the purpose of making a consolidated payment is not permitted.
2) Cheques/DD should be payable at New Delhi for the full amount and upcountry instructions/payments for less
amount will be rejected.
3) Investors are advised not to close or transfer their DEMAT account between the period of application for exercise of
warrant(s) till the time of allotment/receipt of credit in their account so as to avoid rejection of credit from the
Depositories and resultant delay in receiving the intimation of allotment
4) Warrants may not be exercised from within United States by/or on behalf of US citizens. Each person exercising the
warrant must provide a written certification that he/she is not a US person or that the warrant is not being exercised
on behalf of US citizen. No exercise will be accepted from any person whose address is within United States.
GENERAL TERMS OF THE ISSUE
Printing of Bank Particulars on Refund Orders
As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the
particulars of the applicant’s bank account are mandatory for printing on the refund orders. Bank account particulars will
be printed on the refund orders/refund warrants which can then be deposited only in the account specified. The Company
will in no way be responsible if any loss occurs through these instruments falling into improper hands either through
forgery or fraud.
Notices
All notices to the Equity Shareholder(s)/Debentureholder(s) required to be given by the Company shall be published in
one English national daily with wide circulation, one Hindi national daily with wide circulation, and one regional
language daily newspaper with wide circulation and/or, will be sent by post to the registered holders of the Equity Shares
from time to time.
Market Lot
The NCDs and detachable Warrants of the Company are tradable only in dematerialized form. The market lot for NCDs
and detachable Warrants in dematerialised mode is one. In case of holding of NCDs and detachable Warrants in physical
form, the Company would issue to the allottees 1 certificate for the NCDs and/or detachable Warrants, applicable allotted
to each folio (“Consolidated Certificate”).
Nomination Facility
In terms of Section 109A of the Act, nomination facility is available in case of NCDs and Detachable warrants. The
applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. A sole
Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders being individual(s) may
nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall
become entitled to the NCDs and Detachable warrants. A Person, being a nominee, becoming entitled to the NCDs and
Detachable warrants by reason of the death of the original Equity Shareholder(s), shall be entitled to the same advantages
to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the
Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled
to the 6% NCDs with Detachable Warrants, in the event of death of the said holder, during the minority of the nominee.
A nomination shall stand rescinded upon the sale of the 6% NCDs with Detachable Warrants by the person nominating.
A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Share is held by two
or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh
nominations can be made only in the prescribed form available on request at the registered office of the Company or such
other person at such addresses as may be notified by the Company. The applicant can make the nomination by filling in
the relevant portion of the CAF.
183
Shri Nataraj Ceramic And Chemical Industries Limited
Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the
nomination with the Company, no further nomination needs to be made for NCDs and Detachable warrants to be allotted
in this Issue under the same folio.
In case the allotment of NCDs and Detachable warrants is in dematerialized form, there is no need to make a
separate nomination for the NCDs and Detachable warrants to be allotted in this Issue. Nominations registered
with respective DP of the applicant would prevail. If the applicants want to change their nomination, they are
requested to inform their respective DP.
Minimum Subscription
Save as provided hereinunder, if the Company does not receive the minimum subscription of 90% of the issue, the entire
subscription shall be refunded to the applicants within fifteen days from the date of closure of the issue.
If there is delay in the refund of subscription by more than 8 days after the company becomes liable to pay the subscription
amount (i.e. fifteen days after closure of the issue), the company will pay interest for the delayed period, at rates prescribed
under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.
If after considering the number of NCDs with Detachable warrants applied for in the issue the subscription level received
remains below the prescribed minimum of 90% of the issue size then the issue will be understood to be undersubscribed.
The undersubscribed portion can be applied for only after the closure of the Issue. The Promoters Group has clarified that
it intends to exercise the warrants to be issued to it under this Rights Issue, in full. The Promoters Group reserves the
right to subscribe to their entitlement in the Issue by subscribing for renunciation if any made within the Promoters group
to another person or entity forming part of the Promoters Group. The Promoters group may also apply for 6% NCDs with
detachable warrants in the Issue, such that at least 90% of the Issue is subscribed. As a result of this subscription and
consequent allotment, the Promoters Group may acquire 6% NCDs with detachable warrants over and above their
entitlement in the Issue, which may result in an increase of the shareholding being above the current shareholding upon
conversion of the warrants being issued alonwith the 6% NCDs being issued under the present Issue. This subscription
and acquisition of additional Equity Shares by the Promoters Group, if any, will not result in change of control of the
management of the Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As
such, other than meeting the requirements indicated in the section on Objects of the Issue on page 21 of this Letter of
Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result
of allotments to the Promoters Group, after conversion of the detachable warrants being offered in this Issue, the Promoters
Group’s shareholding in the Company exceeds their current shareholding. The Promoters Group intends to subscribe to
such unsubscribed portion as per the relevant provisions of the law. Allotment to the Promoters Group of any unsubscribed
portion, over and above their entitlement shall be done in compliance with Clause 40A the Listing Agreement and other
applicable laws prevailing at that time relating to continuous listing requirements.
Further this acquisition will not result in change of control of management of our Company.
The above is subject to the terms mentioned under the section entitled “Basis of Allotment” on page 190 of this Letter of
Offer.
Listing and trading of NCDs with detachable Warrants proposed to be Issued and the Equity Shares arising on
conversion of the detachable Warrants
The Company’s existing Equity Shares are currently listed on the MSE, CSE and DSE under the ISIN INE200F01017.
The NCDs with detachable Warrants proposed to be issued on a rights basis shall be listed and admitted for trading on the
MSE, CSE and DSE for which the Company has made an application to the MSE, CSE and DSE through letters dated 17
September, 2008. The NCDs with detachable Warrants allotted pursuant to this Issue will be listed as soon as practicable
but in no case later than 7 days from the date of allotment. The Company has made an application for “in-principle”
approval for listing of the NCDs with detachable Warrants in accordance with clause 24(a) of the Listing Agreement to
the MSE, CSE and DSE through letters dated 17 September, 2008 and has received such approval from the MSE through
letter no. MSE/SEC/738/407/08, dated September 25, 2008, from the CSE through letter no. CSEA/LD/528/2008, dated
November 17, 2008 and from the DSE through letter no. DSE/LIST/4857/NR/3725, dated October 03, 2008.
The equity shares which will arise on conversion of Warrants shall be listed for trading on the MSE, CSE and DSE under
the existing ISIN for fully paid Equity Shares of the Company. The Equity Shares allotted pursuant to the conversion will
be listed as soon as practicable but in no case later than 7 days of allotment.
184
Shri Nataraj Ceramic And Chemical Industries Limited
The distribution of this Letter of Offer and the issue of NCDs with detachable Warrants on a rights basis to persons in
certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions.
The Company is making this issue of NCDs with detachable Warrants on a rights basis to the shareholders of the Company
and will dispatch this Letter of Offer/Abridged Letter of Offer and CAF to shareholders who have provided an Indian
address.
Additional Subscription by the Promoter
The Promoters Group has clarified that it intends to exercise the warrants to be issued to it under this Rights Issue, in full.
The Promoters Group reserves the right to subscribe to their entitlement in the Issue by subscribing for renunciation if
any made within the Promoters group to another person or entity forming part of the Promoters Group. The Promoters
group may also apply for 6% NCDs with detachable warrants in the Issue, such that at least 90% of the Issue is subscribed.
As a result of this subscription and consequent allotment, the Promoters Group may acquire 6% NCDs with detachable
warrants over and above their entitlement in the Issue, which may result in an increase of the shareholding being above
the current shareholding upon conversion of the warrants being issued alonwith the 6% NCDs being issued under the
present Issue. This subscription and acquisition of additional Equity Shares by the Promoters Group, if any, will not
result in change of control of the management of the Company and shall be exempt in terms of proviso to Regulation
3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on Objects of the
Issue on page 21 of this Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist
the Company, even if, as a result of allotments to the Promoters Group, after conversion of the detachable warrants being
offered in this Issue, the Promoters Group’s shareholding in the Company exceeds their current shareholding. The
Promoters Group intends to subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to
the Promoters Group of any unsubscribed portion, over and above their entitlement shall be done in compliance with
Clause 40A the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing
requirements.
Further this acquisition will not result in change of control of management of our Company. For further details please
refer to section titled “Basis of Allotment” beginning on page 190 of this Letter of Offer.
Procedure for Application
The CAF would be printed in black ink for all shareholders. In case the original CAF is not received by the applicant or is
misplaced by the applicant, the applicant may request the Registrar to the Issue, Karvy Computershare Private Limited, for
issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name
and address. Non-resident shareholders can obtain a copy of the CAF from the Registrar to the Issue, Karvy Computershare
Private Limited from their office located at at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad-500081, India by
furnishing the registered folio number, DP ID number, Client ID number and their full name and address.
Acceptance of the Issue
You may accept the Issue and apply for the 6% NCDs with detachable warrants offered, either in full or in part by filling
Part A of the enclosed CAF and submit the same along with the Application Money payable to the Bankers to the Issue or
any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue
Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants at centers not
covered by the branches of collecting banks can send their CAF together with the cheque /demand draft, net of
bank and postal charges, payable at New Delhi to the Registrar to the Issue by registered post. Such applications
sent to anyone other than the Registrar to the Issue are liable to be rejected. The applications received through registered
post shall be dealt with by the Registrar to the Issue in the normal course.
Option available to the Equity Shareholders
The Composite Application Form clearly indicates the number of 6% NCDs with detachable warrants that the Equity
Shareholder is entitled to.
If the Equity Shareholder applies for an investment in 6% NCDs with detachable warrants, then he can:
• Apply for his entitlement in part;
• Apply for his entitlement in part and renounce the other part;
• Apply for his entitlement in full;
• Apply for his entitlement in full and apply for additional 6% NCDs with detachable warrants.
185
Shri Nataraj Ceramic And Chemical Industries Limited
Renouncees for 6% NCDs with Detachable Warrants can apply for the 6% NCDs with Detachable Warrants renounced to
them and also apply for additional Equity Shares after subscribing for the 6% NCDs with Detachable Warrants renounced
to them, in full.
Additional 6% NCDs with detachable warrants
You are eligible to apply for additional 6% NCDs with detachable warrants over and above the number of 6% NCDs with
detachable warrants you are entitled to, provided that you have applied for all the 6% NCDs with detachable warrants
offered without renouncing them in whole or in part in favour of any other person(s).
If you desire to apply for additional 6% NCDs with detachable warrants, please indicate your requirement in the place
provided for additional 6% NCDs with detachable warrants in Part A of the CAF. Applications for additional 6% NCDs
with detachable warrants shall be considered and allotment shall be in the manner prescribed under the section entitled
“Basis of Allotment” on page 190 of this Letter of Offer. The renouncees applying for all the 6% NCDs with detachable
warrants renounced in their favour may also apply for additional Equity Shares.
In case of change of status of holders i.e. from Resident to Non-Resident or vice-versa, a new demat account shall be
opened for the purpose.
Where the number of additional 6% NCDs with detachable warrants applied for exceeds the number available for allotment,
the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.
Renunciation
This Issue includes a right exercisable by you to renounce the 6% NCDs and Detachable warrants offered to you either in
full or in part in favour of any other person or persons subject to the approval of the Board. Such renouncees can only be
Indian Nationals (including minor through their natural/legal guardian)/limited companies incorporated under and
governed by the Act, statutory corporations/institutions, trusts (registered under the Indian Trust Act), societies (registered
under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/society is authorized
under its constitution/bye laws to hold 6% NCDs and Detachable warrants in a company and cannot be a partnership
firm, foreign nationals or nominees of any of them (unless approved by RBI or other relevant authorities) or to any person
situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance
with securities laws of such jurisdiction or any other persons not approved by the Board.
Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident Indian
Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is
subject to the renouncer(s)/renouncee(s) obtaining the approval of the FIPB and/ or necessary permission of the RBI
under the Foreign Exchange Management Act, 1999 (FEMA) and other applicable laws and such permissions should be
attached to the CAF.
Applications not accompanied by the aforesaid approval are liable to be rejected. By virtue of the Circular No. 14 dated
September 16, 2003 issued by the RBI, Overseas Corporate Bodies (OCBs) have been de-recognized as an eligible class
of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission
to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, the existing Equity Shareholders of the Company
who do not wish to subscribe to the NCDs and Detachable warrants being offered but wish to renounce the same in favour
of renouncees shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s).
Your attention is drawn to the fact that the Company shall not allot and/or register any 6% NCDs and Detachable
warrants in favour of:
1) More than three persons including joint holders
2) Partnership firm(s) or their nominee(s)
3) Minors
4) Hindu Undivided Family
5) Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any other applicable
Trust laws and is authorized under its Constitutions to hold NCDs and Detachable warrants of a Company)
The right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion
to reject the request for allotment to renouncee(s) without assigning any reason thereof.
Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used,
this will render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting
branches specified on the reverse of the CAF with the form of renunciation (Part B of the CAF) duly filled in shall be
conclusive evidence for the Company of the person(s) applying for 6% NCDs and Detachable warrants in Part C to
186
Shri Nataraj Ceramic And Chemical Industries Limited
receive allotment of such 6% NCDs and Detachable warrants. The renouncees applying for all the 6% NCDs and Detachable
warrants renounced in their favour may also apply for additional 6% NCDs and Detachable warrants. Part A must not be
used by the renouncee(s) as this will render the application invalid. Renouncee(s) will also have no further right to
renounce any 6% NCDs with Detachable Warrants in favour of any other person.
PROCEDURE FOR RENUNCIATION
To renounce the whole offer in favour of one renouncee
If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding,
all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been made should complete and
sign Part C of the CAF. In case of joint renouncees, all joint renouncees must sign this part of the CAF.
To renounce in part/or renounce the whole to more than one person(s)
If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more
renouncees, the CAF must be first split into requisite number of forms.
Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the
entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of
receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as
mentioned in paragraph above shall have to be followed.
In case the signature of the Equity Shareholder(s), who has renounced the 6% NCDs with Detachable Warrants does not
agree with the specimen registered with the Company, the application is liable to be rejected.
Renouncee(s)
The person(s) in whose favour the 6% NCDs and Detachable warrants are renounced should fill in and sign Part C of the
Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date
along with the application money.
Change and/ or introduction of additional holders
If you wish to apply for 6% NCDs and Detachable warrants jointly with any other person(s), not more than three, who is/
are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation
shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and
the procedure, as stated above shall have to be followed.
However, this right of renunciation is subject to the express condition that the Board of Directors of the Company shall be
entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason
thereof.
Instructions for Options
Please note that :
1) Part A of the CAF must not be used by any person(s) other than those in whose favour this Issue has been made. If
used, this will render the application invalid.
2) Request for split form should be made for a minimum of 1 NCDs with detachable Warrants or, in either case, in
multiples thereof and one Split Application Form for the balance NCDs with detachable Warrants, if any.
3) Request by the applicant for the Split Application Form should reach the Registrars on or before 27th July, 2009.
4) Only the person to whom this Letter of Offer has been addressed to and not the renouncee(s) shall be entitled to
renounce and to apply for Split Application Forms. Forms once split cannot be split again.
5) Split form(s) will be sent to the applicant(s) by post at the applicant’s risk.
Additional NCDs with detachable Warrants
You are eligible to apply for additional NCDs with detachable Warrants over and above the number of NCDs with detachable
Warrants you are entitled to, provided that you have applied for all the NCDs with detachable Warrants offered, as the case
may be, without renouncing them in whole or in part in favor of any other person(s). Applications for additional NCDs
with detachable Warrants shall be considered and allotment shall be in the manner prescribed under the section entitled
‘Basis of Allotment’ on page 190 of this Letter of Offer. Where the number of additional NCDs with detachable Warrants
applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in
consultation with the Stock Exchanges.
187
Shri Nataraj Ceramic And Chemical Industries Limited
How to Apply
Resident Equity Shareholders
Applications should be made on the enclosed CAF provided by the Company. The enclosed CAF should be completed in
all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Manager
or by the Registrar to the Issue or by the Company at any offices except in the case of postal applications as per instructions
given elsewhere in the Letter of Offer.
The CAF consists of four parts :
Part A : Form for accepting the NCDs with detachable Warrants offered and for applying for additional NCDs with
detachable Warrants
Part B : Form for renunciation
Part C : Form for application for renouncees
Part D : Form for request for split application forms
Non-resident Equity Shareholders
Applications received from the Non-Resident Equity Shareholders for the allotment of 6% NCDs with Detachable Warrants
shall, inter alia, be subject to the conditions as may be imposed from time to time by RBI, in the matter of refund of
application moneys, allotment of NCDs with detachable Warrants, issue of letters of allotment/ certificates/ payment of
dividends etc.
Letter of Offer and CAF shall only be dispatched to non-resident Equity Shareholders with registered address in India.
The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following
options with regard to the NCDs with detachable Warrants offered, using the enclosed CAF:
Option Available
Accept whole or part of your entitlement without
renouncing the balance.
Accept your entitlement in full and apply for
additional NCDs with detachable Warrants.
Accept only a part of your entitlement of the NCDs
with detachable Warrants offered to you (without
renouncing the balance).
Renounce your entitlement in full to one person
(Joint renouncees not exceeding three are
considered as one renouncee).
1. Accept a part of your entitlement and renounce
the balance to one or more renouncee(s). OR
2. Renounce your entitlement to all the NCDs with
detachable Warrants offered to you to more than
one renouncee.
Introduce a joint holder or change the sequence of
joint holders
Option
A
B
C
D
E
F
Action Required
Fill in and sign Part A (All joint holders must sign)
Fill in and sign Part A including Block III relating to
the acceptance of entitlement and Block IV relating to
additional NCDs with detachable Warrants (All joint
holders must sign).
Fill and sign Part A of the CAF.
Fill in and sign Part B (all joint holders must sign)
indicating the number of NCDs with detachable Warrants
renounced and hand over the entire CAF to the
renouncee. The renouncees must fill in and sign Part C
of the CAF (All joint renouncees must sign).
Fill in and sign Part D (all joint holders must sign)
requesting for Split Application Forms. Send the CAF
to the Registrar to the Issue so as to reach them on or
before the last date for receiving requests for Split Forms.
Splitting will be permitted only once.On receipt of the
Split Form take action as indicated below:i. For the NCDs
with detachable Warrants you wish to accept, if any, fill
in and sign Part A of one split CAF (only for option 1).
ii. For the NCDs with detachable Warrants you wish to
renounce, fill in and sign Part B indicating the number
of NCDs with detachable Warrants renounced and hand
over the split CAFs to the renouncees.iii. Each of the
renouncees should fill in and sign Part C for the NCDs
with detachable Warrants accepted by them.
This will be treated as a renunciation. Fill in and sign
Part B and the renouncees must fill in and sign Part C.
188
Shri Nataraj Ceramic And Chemical Industries Limited
Applications for NCDs with detachable Warrants should be made only on the CAF, which are provided by the Company.
The CAF should be completed in all respects as explained under the head ‘INSTRUCTIONS’ indicated on the reverse of
the CAF before submission to the Banker to the Issue at its collecting branches mentioned on the reverse of the CAF on
or before the closure of the subscription list. Non Resident Shareholders/Renouncee should forward their applications to
Banker to the Issue as mentioned in the CAF for Non-Resident Equity Shareholders. No part of the CAF should be
detached under any circumstances. Applicants must provide information in the CAF as to their Savings / Current / NRE
/ NRO / FCNR bank account and the name of the bank with whom such account is held to enable the Registrar to print
the said details in the refund orders after the name of the payees.
For Applicants Residing at places other than Designated Bank Collecting Branches
Applicants residing at places other than the cities where the Bank collection centres have been opened should send their
completed CAF by registered post/speed post to the Registrars to the Issue, Karvy Computershare Private Limited, along
with demand drafts, net of bank and postal charges, payable in favour of “SNCCIL- Rights Issue” in case of Resident
shareholders and Non Resident shareholders applying on Non-repatriable basis and in favour of “SNCCIL- Rights Issue-
NR” in case of non-resident shareholders applying on a repatriable basis and crossed, ‘A/c Payee only’, so that the same
are received on or before closure of the Issue i.e. 3rd August, 2009. In such case the demand draft in case of Resident
shareholders, should be payable at New Delhi and in case of Non-resident shareholders, should be payable at New Delhi.
The Company will not be liable for any postal delays and applications received through mail after the closure of the Issue
are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner
except as mentioned below :
All application forms duly completed together with cash/ cheque/demand draft for the application money must be
submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches
mentioned on the reverse of the CAF. The CAF along with application money must not be sent to the Company or
the Lead Manager to the Issue or the Registrar to the Issue except as mentioned above.
The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application
being liable to be rejected with the Company, the Lead Manager and the Registrar not having any liabilities to
such applicants.
Availability of Duplicate CAF
In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate
CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID No. and his/ her
full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate
form should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently.
Thus in case the original and duplicate CAFs are lodged for subscription, allotment will be made on the basis of the
duplicate CAF and the original CAF will be ignored.
Application on Plain Paper
An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may
make an application to subscribe to the Issue on plain paper, along with a demand draft net of bank and postal charges,
drawn in favour of “SNCCIL- Rights Issue” in case of resident shareholders and non-resident shareholders applying on
non-repatriable basis and in favour of “SNCCIL- Rights Issue- NR” payable at New Delhi, in case of non-resident
shareholders applying on repatriable basis and send the same by registered post directly to the Registrar to the Issue so as
to reach them on or before the closure of the Issue. In such case the demand draft should be payable at New Delhi. The
envelope should be superscribed “Shri Nataraj Ceramic and Chemical Industries Limited-Rights Issue” in case of resident
shareholders and non-resident shareholders applying on non-repatriable basis and in favour of “Shri Nataraj Ceramic
and Chemical Industries Limited- Rights Issue- NR” in case of non-resident shareholders applying on repatriable basis.
The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen
recorded with the Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should
contain the following particulars :
1. Name of Issuer, being Shri Nataraj Ceramic and Chemical Industries Limited
2. Name and address of the Equity Shareholder including joint holders
3. Registered Folio No./ DP ID No. and Client ID No.
189
Shri Nataraj Ceramic And Chemical Industries Limited
4. Number of shares held as on Record Date.
5. Certificate numbers and Distinctive Nos., if held in physical form.
6. Number of NCDs with detachable warrants entitled.
7. Number of Rights NCDs with detachable warrants applied for.
8. Number of additional NCDs with detachable warrants applied for, if any.
9. Total number of NCDs with detachable warrants applied for.
10. Total amount paid on application
11. Particulars of cheque/draft
12. Savings/Current Account Number and name and address of the bank where the Equity Shareholder will be depositing
the refund order.
13. PAN, Income Tax Circle/Ward/District for the applicant and for each applicant in case of joint names.
14. Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the
Company.
Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce
their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently.
If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. The
Company shall refund such application amount to the applicant without any interest thereon.
Last Date of Application
The last date for submission of the duly filled in CAF is 3rd August, 2009. The Board or any committee thereof will have
the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (Thirty) days
from the Issue Opening Date.
If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before
the close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors,
the offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors
shall be at liberty to dispose off the NCDs with detachable Warrants hereby offered, as provided under the section entitled
“Basis of Allotment”.
INVESTORS MAY PLEASE NOTE THAT THE NCDs WITH DETACHABLE WARRANTS OF THE COMPANY
CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM.
Mode of Payment for Resident Equity Shareholders/ Applicants
All cheques / drafts accompanying the CAF should be drawn in favour of “SNCCIL- Rights Issue” and marked “A/c Payee
only”. Applicants residing at places other than places where the bank collection centres have been opened by the Company
for collecting applications, are requested to send their applications together with Demand Draft of amount net of bank and
postal charges, for the full application amount favouring “SNCCIL- Rights Issue” and marked “A/c Payee only” payable
at New Delhi directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing
Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit,
if any.
Mode of payment for Non-Resident Equity Shareholders/ Applicants
As regards the application by non-resident equity shareholders, the following further conditions shall apply:
Payment by non-residents must be made by demand draft / cheque payable at New Delhi or funds remitted from abroad in
any of the following ways:
Application with repatriation benefits
Payment by NRIs/ FIIs/ foreign investors must be made by demand draft/cheque payable at New Delhi or funds remitted
from abroad in any of the following ways:
1) By Indian Rupee drafts purchased from abroad and payable at New Delhi or funds remitted from abroad (submitted
along with Foreign Inward Remittance Certificate); or
190
Shri Nataraj Ceramic And Chemical Industries Limited
2) By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in New Delhi; or
3) By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable in New
Delhi; or
4) FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.
5) All cheques/drafts submitted by non-residents applying on repatriable basis should be drawn in favour of “SNCCIL-
Rights Issue- NR” payable at New Delhi and crossed “A/c Payee only” for the amount payable.
A separate cheque or bank draft must accompany each application form. Applicants may note that where payment is
made by drafts purchased from NRE/FCNR accounts as the case may be, an Account Debit Certificate from the bank
issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account should be enclosed with
the CAF. In the absence of the above the application shall be considered incomplete and is liable to be rejected.
In the case of NR who remit their application money from funds held in FCNR/NRE Accounts, refunds and other
disbursements, if any shall be credited to such account details of which should be furnished in the appropriate columns in
the CAF. In the case of NRIs who remit their application money through Indian Rupee Drafts from abroad, refunds and
other disbursements, if any will be made in US Dollars at the rate of exchange prevailing at such time subject to the
permission of RBI. The Company will not be liable for any loss on account of exchange rate fluctuation for converting the
Rupee amount into US Dollars or for collection charges charged by the applicant’s Bankers.
Application without repatriation benefits
As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above,
payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in New Delhi or
Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at New Delhi. In such cases, the
allotment of Equity Shares will be on non-repatriation basis.
All cheques/drafts submitted by non-residents applying on non-repatriation basis should be drawn in favour of “SNCCIL
- Rights Issue” payable at New Delhi and must be crossed “A/c Payee only” for the amount payable. The CAF duly
completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the
reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft
must accompany each CAF.
If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing
the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the
absence of the above, the application shall be considered incomplete and is liable to be rejected. New demat account shall
be opened for holders who have had a change in status from resident Indian to NRI.
Note :
1) In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in 6%
NCDs with Detachable Warrants can be remitted outside India, subject to tax, as applicable according to Income
Tax Act, 1961.
2) In case 6% NCDs with Detachable Warrants are allotted on non-repatriation basis, the dividend and sale proceeds
of the Equity Shares cannot be remitted outside India.
3) The CAF duly completed together with the amount payable on application must be deposited with the Collecting
Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A
separate cheque or bank draft must accompany each CAF.
4) In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made
in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment,
remittance and subject to necessary approvals.
Payment by Stockinvest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003- 04 dated November 5, 2003, the Stockinvest Scheme
has been withdrawn with immediate effect. Hence, payment through Stockinvest would not be accepted in this Issue.
Basis of Allotment
Subject to the provisions contained in this Letter of Offer, the Articles of Association of the Company and the approval
of the Designated Stock Exchange, the Board will proceed to allot the NCDs with Detachable Warrants in the following
order of priority:
191
Shri Nataraj Ceramic And Chemical Industries Limited
1. Full allotment to those Equity Shareholders who have applied for their rights entitlement either in full or in part and
also to the renouncee(s) who has/ have applied for NCDs with Detachable Warrants renounced in their favour, in full
or in part.
2. Allotment to the Equity Shareholders who having applied for all the NCDs with Detachable Warrants offered to them
as part of the Issue and have also applied for additional NCDs with Detachable Warrants. The allotment of such
additional NCDs with Detachable Warrants will be made as far as possible on an equitable basis having due regard to
the number of Equity Shares held by them on the Record Date in consultation with the Designated Stock Exchange.
3. Allotment to the renouncees who having applied for the NCDs with Detachable Warrants renounced in their favour
have also applied for additional NCDs with Detachable Warrants provided there is an under-subscribed portion
after making full allotment in (1) and (2) above. The allotment of such additional NCDs with Detachable Warrants
will be made on a proportionate basis at the sole discretion of the Board/Committee of Directors but in consultation
with the Designated Stock Exchange.
4. Allotment to any other person as the Board/Committee of Directors may in its absolute discretion deem fit provided
there is surplus available after making full allotment under (1), (2) and (3) above.
After taking into account allotment to be made under (1) and (2) above, if there is any unsubscribed portion, the same
shall be deemed to be unsubscribed for the purpose of regulation 3(1)(b) of the Takeover Code which would be available
for allocation under (3) and (4) above. The Promoters Group may subscribe to unsubscribed portion if the Issue does not
have subscription to the extent of 90% of the Issue size, after considering the above allotment, to ensure that the Issue is
successful.
As a result of this subscription and consequent allotment and conversion, the Promoters Group may acquire shares over
and above their entitlement in the Issue, which may result in an increase of the shareholding being above the current
shareholding with the entitlement of share warrants under the Issue. This subscription and acquisition of additional
Equity Shares by the Promoter due to conversion of warrants into equity shares, if any, will not result in change of control
of the management of the Company and shall be exempt from the applicability of regulation 11 and 12, in terms of
proviso to Regulation 3(1)(b)(ii) of the Takeover Code. This disclosure is made in terms of the requirement of Regulation
3(1)(b) of the Takeover Code.
As such, other than meeting the requirements indicated in the section on “Objects of the Issue” on page 21 of this Letter
of Offer), there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a
result of allotments to the Promoter, in this Issue, the Promoter’s shareholding in the Company exceeds their current
shareholding. In the event of oversubscription, allotment will be made within the overall size of the Issue.
Allotment to Promoters Group of any unsubscribed portion, over and above their entitlement shall be done in compliance
with Clause 40A of the Listing Agreement and the other applicable laws prevailing at that time.
After such allotments to the the Promoters Group, including the application for rights/renunciation and additional NCDs
with Detachable Warrants, any further additional NCDs with Detachable Warrants (which remain unsubscribed after
meeting the minimum subscription clause) shall be disposed off by the Board or Committee of the Board authorised in
this behalf by the Board of the Company, in such manner as they think most beneficial to the Company and the decision
of the Board or committee of the Board of the Company in this regard shall be final and binding. In the event of over-
subscription, allotment will be made within the overall size of the issue.
Underwriting
The present Issue is not underwritten save as mentioned in the aforementioned section where the promoters intend to
subscribe to the issue in the event of the issue remaining undersubscribed.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act,
1956, which is reproduced below:
“Any person who:
a. Makes in a fictitious name, an application to a Company for acquiring or subscribing for, any shares therein, or
b. Otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a
fictitious name, shall be punishable with imprisonment for a term which may extend to five years.”
192
Shri Nataraj Ceramic And Chemical Industries Limited
Allotment / Refund
The Company will issue and dispatch letters of allotment/ Debenture and warrant entitlement certificates/ demat credit
and/ or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if
any, within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day
the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73 of
the Act.
In case of those shareholders who have opted to receive their Right Entitlement 6% NCDs with Detachable Warrants in
dematerialized form by using electronic credit under the depository system, an advice regarding the credit of the securities
shall be given separately.
In case the Company issues letters of allotment, the corresponding Debenture and warrant entitlement certificates will be
kept ready within three months from the date of allotment thereof or such extended time as may be approved by the
Company Law Board under Section 113 of the Act or other applicable provisions, if any. Allottees are requested to
preserve such letters of allotment, which would be exchanged later for the Debenture and warrant entitlement certificates.
For more information, please refer to the section entitled ‘Letters of Allotment / Securities Certificates/Demat Credit’ on
page no. 193 of this Letter of Offer.
Payment of Refund
Payment of refund shall be undertaken through ECS for applicants having an account at any of the following 68 centers:
Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai,
Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy,
Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR),
Tirupur, Burdwan (Non-MICR), Durgapur (Non-MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR),
Nellore (Non-MICR) and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow,
Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National
Bank); Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India);
Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed
by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central Bank of
India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce); Haldia (Non-MICR)
(managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and Bhilwara (managed by State
Bank of Bikaner and Jaipur). This mode of payment of refunds would be subject to availability of complete bank account
details including the MICR code as appearing on a cheque leaf, from the Depositories. Applicants having bank accounts
at any of the 68 centres where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through
Electronic Credit Service (ECS) only, except where applicant is otherwise disclosed as eligible to get refunds through
direct credit or Real Time Gross Settlement (RTGS).
In case of other applicants, the Company shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by .Under
Certificate of Posting., and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post. Such
cheques or pay orders will be payable at par at all the centers where the applications were originally accepted and will be
marked “A/c payee” and would be drawn in the name of the sole/first applicant. Adequate funds would be made available
to the Registrar to the Issue for the dispatch of such letters of allotment/securities certificates/ demat credit and refund
orders. Applicants to whom refunds are made through Electronic transfer of funds will be sent a letter (refund advice)
through ‘Under Certificate of Posting’ intimating them about the mode of credit of refund.
As regards allotment/ refund to non-residents, the following further conditions shall apply:
In case of non-residents, who remit their application monies from funds held in NRE/ FCNR accounts, refunds and/ or
payment of interest/ dividend and other disbursement, if any, shall be credited to such accounts, details of which should
be furnished in the CAF. Subject to the approval of the RBI, in case of non-residents, who remit their application monies
through Indian Rupee draft purchased from abroad, refund and/ or payment of dividend/ interest and any other disbursement,
shall be credited to such accounts (details of which should be furnished in the CAF) and will be made net of bank charges/
commission in US Dollars, at the rate of exchange prevailing at such time. The Company will not be responsible for any
loss on account of exchange fluctuations for converting the Indian Rupee amount into US Dollars. The securities certificate(s)
will be sent by registered post at the Indian address of the non-resident applicant.
Mode of Making Refunds
The payment of refund, if any, would be done through various modes in the following order of preference:
1. ECS. Payment of refund would be done through ECS for applicants having an account at any of the 68 centres
where clearing houses for ECS are managed by the Reserve Bank of India, namely Ahmedabad, Bangalore,
193
Shri Nataraj Ceramic And Chemical Industries Limited
Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi,
Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur,
Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan
(Non-MICR), Durgapur (Non-MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore
(Non-MICR) and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow,
Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab
National Bank); Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank
of India); Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and
Rajkot (managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed
by Central Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce);
Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and
Bhilwara (managed by State Bank of Bikaner and Jaipur).
This mode of payment of refunds would be subject to availability of complete bank account details including the nine
digit Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf, from the depository. The
payment of refund through ECS is mandatory for applicants having a bank account at any of the 68 centers named
herein above, except where applicant is otherwise disclosed as eligible to get refunds through direct credit or RTGS.
2. Direct Credit. Applicants having their bank account with the Refund Banker, i.e. Axis Bank Limited shall be eligible
to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to the eligible
applicant”s bank account with the Refund Banker.
3. RTGS. Applicants having a bank account at any of the 68 centers detailed above, and whose application amount
exceeds Rs. 10 Lacs, shall be eligible to exercise the option to receive refunds, if any, through RTGS. All applicants
eligible to exercise this option shall mandatorily provide the IFSC code in the CAF, the refund shall be made
through the ECS or direct credit, if eligibility disclosed.
Please note that only applicants having a bank account at any of the 68 centers where clearing houses for ECS
are managed by the RBI are eligible to receive refunds through the modes detailed in 1, 2 & 3 hereinabove.
For all the other applicants, including applicants who have not updated their bank particulars alongwith the
nine digit MICR Code, the refund orders would be dispatched ‘Under Certificate of Posting’, for refund
orders of value upto Rs. 1,500 and through speed post / registered post for refund orders of above Rs. 1,500.
Letters of Allotment / Debenture and warrant entitlement Certificates / Demat Credit
Letter(s) of allotment/ Debenture and warrant entitlement certificates/ demat credit or letters of regret will be dispatched
to the registered address of the first named applicant or respective beneficiary accounts will be credited within 15 (Fifteen)
days from the date of closure of the issue. In case the Company issues letters of allotment, the relative securities certificates
will be dispatched within three months from the date of allotment. Allottees are requested to preserve such letters of
allotment (if any) to be exchanged later for share certificates. Export of letters of allotment (if any)/ share certificates/
demat credit to non-resident allottees will be subject to the approval of RBI.
Option to receive NCDs with Detachable Warrants in Dematerialized Form
Applicants to the NCDs with Detachable Warrants of the Company issued through this Issue shall be allotted the securities
in dematerialized (electronic) form at the option of the applicant. The Company has signed the following tripartite
agreement to enable the Investors to hold and trade in securities in a dematerialized form, instead of holding the securities
in the form of physical certificates:
i. An Agreement dated May 28, 2002, among CDSL, the Company and Karvy Computershare Private Limited (then
Karvy Consultants Ltd.)
In this Issue, the allottees who have opted for NCDs with Detachable Warrants in dematerialized form will receive their
NCDs with Detachable Warrants in the form of an electronic credit to their beneficiary account with a depository participant.
The CAF shall contain space for indicating number of 6% NCDs with Detachable Warrants applied for in demat and
physical form or both. Investor will have to give the relevant particulars for this purpose in the appropriate place in the
CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No
separate applications for securities in physical and/or dematerialized form should be made. If such applications are
made, the application for physical securities will be treated as multiple applications and is liable to be rejected. In case of
partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, will be
allotted in physical mode.
194
Shri Nataraj Ceramic And Chemical Industries Limited
Procedure for availing the facility for allotment of NCDs in this Issue in the electronic form is as under:
• Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is exhibited in the records of the Company. In the case of joint
holding, the beneficiary account should be opened carrying the names of the holders in the same order as with the
Company). In case of Investors having various folios in the Company with different joint holders, the Investors will
have to open separate accounts for such holdings. Those Applicants who have already opened such Beneficiary
Account (s) need not adhere to this step.
• For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as on the Record
Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who
change their accounts and wish to receive their NCDs pursuant to this Issue by way of credit to such account, the
necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that
the allotment of NCDs arising out of this Issue may be made in dematerialized form even if the original Equity
Shares of the Company are not dematerialized. Nonetheless, it should be ensured that the Depository Account is in
the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.
Responsibility for correctness of information (including applicant.s age and other details) filled in the CAF vis-à-vis such
information with the applicant’s depository participant, would rest with the applicant. Applicants should ensure that the
names of the applicants and the order in which they appear in CAF should be the same as registered with the applicant.s
depository participant.
If incomplete / incorrect beneficiary account details are given in the CAF the applicant will get 6% NCDs with Detachable
Warrants in physical form.
The NCDs with Detachable Warrants issued pursuant to this Issue allotted to investors opting for dematerialized form,
would be directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order
(if any) would be sent directly to the applicant by the Registrar to the Issue but the applicant.s depository participant will
provide to him the confirmation of the credit of such 6% NCDs with Detachable Warrants to the applicant.s depository
account.
Renouncees will also have to provide the necessary details about their beneficiary account for allotment of securities in
this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected.
Utilization of Proceeds
Subscription received against this Issue will be kept in a separate bank account(s) and the Company would not have access
to such funds unless it has received minimum subscription of 90%, of the Issue and the necessary approvals of the Designated
Stock Exchange, to use the amount of subscription.
General instructions for applicants
Please read the instructions printed on the enclosed CAF carefully.
1. Application should be made on the printed CAF, provided by the Company except as mentioned under the head
Application on Plain Paper and should be completed in all respects. The CAF found incomplete with regard to any of
the particulars required to be given therein, and/ or which are not completed in conformity with the terms of this
Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest
and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names
of all the applicants, details of occupation, address, and father’s / husband’s name must be filled in block letters.
2. The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the
Registrar to the Issue and not to the Company or Lead Manager to the Issue. Applicants residing at places other than
cities where the branches of the Bankers to the Issue have been authorized by the Company for collecting applications,
will have to make payment by Demand Draft payable at New Delhi of amount net of bank and postal charges, and
send their application forms to the Registrar to the Issue by REGISTERED POST. If any portion of the CAF is / are
detached or separated, such application is liable to be rejected.
3. PAN: The applicant or in the case of application in joint names, each of the applicants, should mention his/ her PAN
allotted under the Income-Tax Act, 1961. Application Forms without mentioning PAN will be considered
incomplete and are liable to be rejected.
4. Bank Account Details: It is mandatory for applicants to provide information as to their savings/current account
number and the name of the Bank with whom such account is held in the CAF to enable the Registrar to the Issue to
print the said details in the refund orders, if any, after the names of the payees. Application not containing such details
is liable to be rejected.
195
Shri Nataraj Ceramic And Chemical Industries Limited
5. Payment by cash: The payment against the application should not be effected in cash if the amount to be paid is Rs.
20,000 or more. In case payment is effected in contravention of this, the application may be deemed invalid and the
application money will be refunded and no interest will be paid thereon. Payment against the application if made in
cash, subject to conditions as mentioned above, should be made only to the Bankers to the Issue.
6. Signatures should be either in English or Hindi or in any other language specified in the Eight Schedule to the.
Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as
per the specimen signature recorded with the Company or depositories.
7. In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the
relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under
this Issue and to sign the application and a copy of the Memorandum and Articles of Association and / or bye laws
of such body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial
number of the CAF. In case the above-referred documents are already registered with the Company, the same need
not be a furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are
sent after the Issue Closing Date, then the application is liable to be rejected. In no case should these papers be
attached to the application submitted to the Bankers to the Issue.
8. In case of joint holders, all joint-holders must sign the relevant part of the CAF in the same order and as per the
specimen signature(s) recorded with the Company. Further, in case of joint applicants who are renouncees, the
number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first
applicant’s name and all communication will be addressed to the first applicant.
9. Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for allotment of 6%
NCDs with Detachable Warrants shall, inter alia, be subject to conditions, as may be imposed from time to time by
the RBI under FEMA in the matter of refund of application money, allotment of 6% NCDs with Detachable Warrants,
subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or
NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose
a copy of such approval with the CAF.
10. All communication in connection with application for the 6% NCDs with Detachable Warrants, including any
change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of
allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF
number. Please note that any intimation for change of address of Debentureholders, after the date of allotment,
should be sent to the Secretarial Department, Karvy Computershare Private Limited, at Plot No. 17-24, Vittal Rao
Nagar, Madhapur, Hyderabad-500081, in the case of 6% NCDs with Detachable Warrants held in physical form
and to the respective depository participant, in case of NCDs held in dematerialized form.
11. Split forms cannot be re-split.
12. Only the person or persons to whom 6% NCDs with Detachable Warrants have been offered and not renouncee(s)
shall be entitled to obtain split forms.
13. Applicants must write their CAF number at the back of the cheque / demand draft.
14. Only one mode of payment per application should be used. The payment must be either in cash or by cheque/
demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a
sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the
application is to be submitted.
15. A separate cheque/draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and
postal/money orders will not be accepted and applications accompanied by such cheques / demand drafts/money
orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash.
(For payment against application in cash please refer point (5) above)
16. No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank/ Registrar will
acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.
Grounds for Technical Rejections
Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following :
1. Bank account details (for refund) are not given;
2. Age of first applicant not given;
3. PAN not mentioned.
196
Shri Nataraj Ceramic And Chemical Industries Limited
4. In case of Application under power of attorney or by limited companies, corporate, trust, etc., relevant documents are
not submitted;
5. If the signature of the existing shareholder does not match with the one given on the Application Form and for
renouncees if the signature does not match with the records available with their depositories;
6. Application Forms are not submitted by the Applicants within the time prescribed as per the Application Form and
the Letter of Offer;
7. Applications not duly signed by the sole/joint Applicants;
8. Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to invest in the
Issue;
9. Applications accompanied by Stockinvest;
10. Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local
laws) and where last available address in India has not been provided.
Disposal of Application and Application Money
No acknowledgment will be issued for the application moneys received by the Company. However, the Bankers to the
Issue/Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment
slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in
either case without assigning any reason thereto.
In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an
application is rejected in part, the balance of application money, if any, after adjusting any money due on 6% NCDs with
Detachable Warrants allotted, will be refunded to the applicant within six weeks from the close of the Issue in accordance
with section 73 of the Act.
For further instruction, please read the Composite Application Form (CAF) carefully.
Utilization of Issue Proceeds
The Board of Directors declares that:
1. The funds received against this Issue will be transferred to a separate bank account as per sub-section (3) of Section
73 of the Act.
2. Details of all moneys utilized out of the Issue shall be disclosed under an appropriate separate head in the balance
sheet of the Company indicating the purpose for which such moneys has been utilized.
3. Details of all such unutilized moneys out of the Issue, if any, shall be disclosed under an appropriate head in the
balance sheet of the Company indicating the form in which such unutilized moneys have been invested.
The funds received against this Issue will be kept in a separate bank account and the Company will not have any access
to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum
subscription of 90% of the Issue has been received by the Company.
Undertakings by the Company
1. The complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily.
2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges
where the securities are to be listed will be taken within seven working days of finalization of basis of allotment.
3. The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post shall be made
available to the Registrar to the Issue.
4. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified
time.
5. No further issue of securities affecting equity capital of the Company shall be made till the securities issued/ offered
through the Issue are listed or till the application moneys are refunded on account of non-listing, under-subscription
etc.
197
Shri Nataraj Ceramic And Chemical Industries Limited
6. The Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms
that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in
this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.
7. All information shall be made available by the Lead Manager and the Issuer to the investors at large and no selective
or additional information would be available for a section of the investors in any manner whatsoever.
Important
Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying Composite
Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully followed;
otherwise the application is liable to be rejected.
All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must
be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first
Equity Shareholder as mentioned on the CAF and super scribed “Shri Nataraj Ceramic and Chemical Industries Limited -
Rights Issue” on the envelope) to the Registrar to the Issue at the following address : Karvy Computershare Private
Limited, at Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad-500081.
It is to be specifically noted that this Issue of NCDs with Detachable Warrants is subject to the section entitled “Risk
Factors” beginning on page viii of this Letter of Offer.
The Issue will not be kept open for more than 15 days unless extended, in which case it will be kept open for a maximum
of 30 days.
198
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION IX- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF SHRI NATARAJ CERAMIC AND CHEMICAL INDUSTRIES LIMITED
1. The provisions of the Companies Act, 1956, as amended from time to time shall apply to SHRI NATARAJ CERAMIC
AND CHEMICAL INDUSTRIES LIMITED except in so far as they permit regulation of the Company’s affairs by
the Articles provided herein. The regulations contained in Table A, in the first Scheme to the Companies Act, 1956,
except so far as they are herein embodied, shall not apply to this Company, but the regulations for the management
of the company in reference to the repeal or alteration of or additions to its regulations by Special resolution, as
prescribed by the said Companies Act, 1956, or any statutory modifications thereof, be such as are contained in
these Articles.
II. INTERPRETATION
2. (a) The marginal notes hereto are purely for guidance and shall not effect the interpretation of these Articles.
(b) In the interpretation of these Articles the following words and expressions shall have the following meaning,
unless repugnant to the subject or context thereof:-
“The Act” or “the said Act” means “The Companies Act, 1956” as amended upto date or any statutory
modifications or re-enactment thereof or any other Act or Acts for the time being in force in India governing
Companies.
“The Board” or the “Board of Directors” means a meeting of the Directors duly called and constituted or as
the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled to pass a
circular resolution in accordance with the Articles, or the Directors of the Company collectively.
“The Company” or “This Company” means “SHRI NATARAJ CERAMIC AND CHEMICAL INDUSTRIES
LIMITED.”
“Directors” means the Directors for the time being of the Company or as the case may be, the Directors
assembled at a Board.
“Dividend” includes bonus.
Words importing the plural number also include, where the context requires or admits, the singular number
and vice versa.
Subject as aforesaid, any words or expressions defined in the Act, shall, except where the subject or context
otherwise requires, bear the same meaning in these Articles.
III. CAPITAL
3. The Share Capital of the Company is as stated in Clause V of the Memorandum of Assiciation. The company has
the power to increase, reduce or modify the said capital and to issue any part of its capital original, increased or
reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to
any conditions or restrictions so that unless the conditions of issue shall expressly declare, every issue of shares,
whether declared to be preference or otherwise, shall be subject to the power herein-before contained.
(As substituted by the Special Resolution passed by the shareholders on 28th August, 2008).
IV. SHARES
4. Subject to the provisions of the Act, the Directors are empowered to issue shares to the extent of the Authorised
Capital of the Company with such right and privileges annexed thereto and upon such terms and conditions as they
may deem fit.
5. Subject to the provision of the Act and these Articles, the Directors may allot and issue shares in the capital of the
Company in payment or part payment for any property or assets of any kind whatsoever, sold, supplied or transferred,
goods or machinery supplied or for service rendered to the company either in or about the formation or promotion
of the company or the conduct of the business and any shares which may be so allotted may be issued as fully paid
up or partly paid up otherwise than in cash, and, if so issued, shall be deemed to be fully paid up or partly paid up
shares, as the case may be.
199
Shri Nataraj Ceramic And Chemical Industries Limited
6. An application signed by or on behalf of an applicant for shares in the Company followed by an allotment of any
shares therein shall be an acceptance of shares within the meaning of these Articles.
7. The money (if any) which the Directors, shall on the allotment of any shares being made by them, require or direct to
be paid by way of deposit, call or otherwise, in respect of any shares allotted by them shall immediately on the
inscription of the name of allottee in the Register of Members as the holder of such shares, become a debt due to and
recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.
8. If by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be payable
by installments, every such installment shall, when due, be paid to the Company by the person who, for the time
being and from time to time shall be the Registered holder of the shares, or by his legal representative, provided that
an option or right to call on shares shall not be given to any person or persons without the sanction of the Company
in General Meeting.
(As substituted by the special resolution at the Extra-Ordinary General Meeting of the shareholders held on 30th
November, 1983).
9. Except as required by law, no person shall be recognized by the Company as holding any share upon any trust and
the Company shall not be bound by or be compelled in any way, to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest or share of any interest in any fractional part of a share, or (except
only as by these Articles or as ordered by the Court of competent jurisdiction or by law otherwise provided) any
other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. The
Board, however, shall be at liberty at their sole discretion to register any share in the joint names or any two or more
persons, not exceeding four, or the survivor or survivors of them.
V. UNDERWRITING AND BROKERAGE
10. The Company may, subject to the provisions of section 76 and other applicable provisions (if any) of the Act, at any
time, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely
or conditionally, for any shares in or, debentures of the Company, or his procuring or agreeing to procure subscriptions,
whether absolute or conditional, for any shares in or, debentures of the Company, but so that the amount or rate of
Commission does not exceed in the case of shares, five percent of the price at which the shares are issued and, in the
case of debentures two and a half percent of the price at which the debentures are issued. The commission may be
satisfied by the payment of cash or allotment of fully or partly paid shares or debentures or partly in one way and
partly in the other way. The Company may also on any issue of shares or debentures pay such brokerage as may be
lawful, and usual or reasonable.
DEMATERIALISATION OF SHARES AND DEBENTURES
10A. 1. For the purpose of the Article :-
‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository ;
‘SEBI’ means the Securities and Exchange Board of India;
‘Depository’ means a company formed and registered under the Companies Act, 1956, and which has been
granted a certificate of registration to act as a depository under the Securities and Exchange Board of India
Act, 1992; and
‘Security’ means such security as may be specified by SEBI from time to time.
2. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its
securities and to offer securities in a dematerialized form pursuant to the Depositories Act, 1996.
3. Every person subscribing to securities offered by the Company shall have the option to receive security certificates
or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at
any time opt out of a depository, if permitted by the law, in respect of any security in the manner provided by
the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the
beneficial owner the required Certificates of Securities.
If a person opts to hold his security with a depository, the Company shall intimate such depository the details
of allotment of the security, and on receipt of the information, the depository shall enter in its record the name
of the allottee as the beneficial owner of the security.
200
Shri Nataraj Ceramic And Chemical Industries Limited
4. All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in
Sections 153, 153A, 153B, 187B, 187C and 372A of the Act shall apply to a depository in respect of the
securities held by it on behalf of the beneficial owners.
5. a) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be
deemed to be the registered owner for the purposes of effecting transfer of ownership of security on
behalf of the beneficial owner.
b) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not
have any voting rights or any other rights in respect of the securities held by it.
c) Every person holding securities of the Company and whose name is entered as the beneficial owner in the
records of the depository shall be deemed to be a member of the Company. The beneficial owner of
securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his
securities which are held by a depository.
6. Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository,
the records of the beneficial ownership may be served by such depository on the company by means of electronic
mode or by delivery of floppies or discs.
7. Nothing contained in Section 108 of the Act or these Articles shall apply to a transfer of securities effected by
a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.
8. Notwithstanding anything in the Act or these Articles, where securities are dealt with by a depository, the
company shall intimate the details thereof to the depository immediately on allotment of such securities.
9. Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities
issued by the Company shall apply to securities held with a depository.
10. The Register and Index of beneficial owners maintained by a depository under the Depositories Act, 1996,
shall be deemed to be the Register and Index of Members and Security holders for the purposes of these
Articles.
(As inserted by special resolution at the Annual General Meeting of the Shareholders held on 27th September
2002).
VI. SHARE CERTIFICATES
11. (a) Every member shall be entitled without payment to one certificate for all the shares of each class or denomination
registered in his name, or, if the Directors so approve on payment of such fees at the discretion of the Directors
or without payment of fees as the Directors may from time to time determine, to several certificates each for
one or more shares of each class. Every certificate of shares shall specify the name (or names) of the person(s)
in whose favor the certificate is issued, the share to which it relates and the amount paid up thereon, the number
and the distinctive number of the shares in respect of which it is issued and shall be in such form as the
Directors shall prescribe or approve. Any two or more joint allottees of shares shall, for the purpose of this
Article, be treated as a single member.
(b) The Certificates of title to shares shall be issued under the seal of the Company in any of the manners provided
for by the Companies (Issue of share Certificate) Rules for the time being in force. A director may sign a share
certificate by affixing his signature by means of any machine equipment or other mechanical means such as
engraving in metal or lithography.
(c) Share Certificates shall be issued in marketable lots. Where share certificates are issued for either more or less
than marketable lots, sub-division/Consolidation into marketable lots shall be done free of charge.
(As substituted by the special resolution at the Extra-Ordinary General Meeting of the Shareholders held on
30th November, 1983).
12. If any certificate be worn out, defaced, torn or be otherwise mutilated or rendered useless from any cause whatsoever,
or if there is no space on the back thereof for endorsement of transfers, then, upon surrender to the Company the same
may be cancelled and the Company may issue a new certificate in lieu thereof, without charging any fee in respect
thereof, and if any certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the Directors and on
such indemnity as the Directors deem adequate being given and on the payment of out of pocket expenses incurred
by the Company in investigating evidence, a new certificate on payment of any such sum not exceeding one rupee for
every new Certificate as the Directors may in their discretion determine.
201
Shri Nataraj Ceramic And Chemical Industries Limited
13. The Board of Directors may from time to time by a resolution passed at a meeting of the Board but subject to the
conditions hereinafter mentioned, make such calls as they think fit upon the members in respect of all monies unpaid
on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium)
and not by conditions of allotment thereof made payable at fixed times, and such member shall pay the amount of
every call so made on him to the Company or where payable to a person other than the Company, to the person and
at the time or times appointed by the Directors. A call may be made payable by instalments. Joint holders of a share
shall be jointly and severally liable to pay all calls in respect thereof.
14. Where any calls for share capital are made on shares, such calls may be made on a uniform basis on all shares falling
under the same class. For the purpose of this Article, shares of some nominal value on which different amounts have
been paid up shall not be deemed to fall under the same Class.
15. Fifteen days’ notice atleast of every call, otherwise than on allotment, shall be given specifying the time and place of
payment, and the name of the person to whom the calls shall be paid, provided that before the time for payment of
such calls the Directors may by notice in writing to the members revoke the same.
16. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was
passed and may be made payable by the member whose name appear on the Register of Members on such date or at
the discretion of the Board on such subsequent date as shall be fixed by the Board.
17. The Board may from time to time at their discretion extend the time fixed for the payment of any call, and may
extend such time as to all or any of the members who, due to residence at the distance or other cause, the Board may
deem entitled to such extension but so member shall be entitled to such extension as a right.
18. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at
fixed times (whether on account of the nominal amount of the share or by way of premium) every such amount or
instalment shall be payable as if it were a call duly made by the Board and of which due notice has been given and
all the provisions herein contained in respect of calls shall relate to such amount of instalment accordingly.
19. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof
or any extension thereof as aforesaid, the holder for the time being or allottee of the share in respect of which a call
shall have been made or the instalment shall be due, shall pay interest on the same at such rate not exceeding nine
per cent per annum as the Board shall fix from the date appointed for the payment thereof to the time of actual
payment but the Board may in their absolute discretion waive payment of such interest wholly or in part.
20. Subject to the provisions of the Act and these Articles, on the trial or hearing of any action or suit brought by the
Company against any member or his legal representative for the recovery of any call or other money claimed to be
due to the Company in respect of any shares, it shall be sufficient to prove that the name of the member in respect
of whose shares the money is sought to be recovered, appears entered on the Register of Members as the holder of
the shares in respect of which such money is sought to be recovered, that the resolution making the call is duly
recorded in the Minute Book and that notice of such call was duly given in pursuance of these present; and it shall
not be necessary to prove the appointment of the Director who made such call nor any other matter whatsoever, but
the proof of the matters aforesaid shall be conclusive evidence of the debt.
21. Neither a Judgment nor a decree in favour of the Company for calls or other money due in respect of any shares nor
any part payment or satisfaction thereunder nor the receipt by the company of a portion of any money which shall
from time to time be due from any member in respect of any shares, either by way of principal or interest, nor any
indulgence granted by the Company in respect of the payment of any money shall preclude the forfeiture of such
shares as herein provided.
22. The Directors may if they think fit, receive from any member willing to advance the same, all or any part of the
money due upon the shares held by him beyond the sums actually called for; and upon the moneys so paid in
advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in
respect of which such advance has been made, the Company may pay interest at such rate to the member paying
such sum in advance as the Directors agree upon. The Company may at any time repay the amount so advanced
upon giving to such member three months’ notice in writing.
23. Money paid in advance of calls shall not rank for dividend of participate in profits. A call may be revoked or
postponed at the discretion of the Board.
202
Shri Nataraj Ceramic And Chemical Industries Limited
VII SHARE WARRANTS
23A (1) The Company may issue share warrants subject to and in accordance with the provisions of Section 114 and
115, and accordingly the Board in its discretion with respect to any share which is fully paid, upon application
in writing signed by the persons registered as holder of the share, and authenticated by evidence (if any) as the
Board may, from time to time, require as to the identity of the person signing the application and on receiving
the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board
may from time to time require issue a share warrant.
(2) The bearer of a share warrant may at any time deposit the warrant at the office of the company, and so long as
the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling
a meeting of the company and of attending and voting and exercising the other privileges of the member at
any meeting held after the expiry of two clear days from the time of deposit as if his name were inserted in the
Register of Members as the holder of share included in the deposited warrant.
Not more than one person shall be recognized as depositor of the share warrant.
The Company shall, on two days written notice return the deposited share warrant to the depositor.
(3) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition
for calling a meeting of the company, or attend or vote or exercise any other privileges of a member at a
meeting of the company, or be entitled to receive any notice from the company.
The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if
he was named in the Register of Members as the holder of the share included in the warrant, and he shall be
a member of the company.
The Board may, from time to time, make bye-laws as to the terms on which (if it shall think fit) a new share
warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.
(As inserted by the Special Resolution passed by the shareholders on 28th August, 2008).
CONVERSION OF SHARESINTO STOCK AND RECONVERSION
23B The Company may, by ordinary Resolution:-
(1) Convert any paid shares into stock; and Reconvert any stock into paid-up shares of any denomination.
(2) Several holders of such stock may transfer their respective interest therein or any part thereof in the same
manner and subject to the same regulations under which the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as circumstances admit.
PROVIDED that the Board may, from time to time, fix minimum amount of stock transferable, so however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(3) The holders of stock shall, according to the amount of stock held by them, have the same right, privileges and
advantages as regards dividends, voting at the company, and other matters, as if they held the shares from
which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred those privileges or advantages.
(4) Such of the regulations of the company as are applicable to paid up shares shall apply to stock and the words
‘Shareholder’ in these regulations shall include ‘stock’ and ‘stock-holder’ respectively.
(As inserted by the Special Resolution passed by the shareholders on 28th August, 2008).
VIII FORFEITURE, SURRENDER AND LIEN
24. If any member fails to pay the whole or any part of any call or instalment or any money due in respect of any shares
either by way of principal or interest on or before the day appointed for the payment of the same or any extension
thereof as aforesaid, the Directors may at any time there after during such time as the call or instalment or any part
thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied, in whole or
in part, serve a notice on such member, or on the person (if any) entitled to the share by transmission, requiring him
to pay such call or instalment or such part thereof or other moneys as remain unpaid together with any interest that
may have accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason of
such non-payment.
203
Shri Nataraj Ceramic And Chemical Industries Limited
25. The Notice aforesaid shall name a day (not being less than fourteen days from the date of the notice) and place or
places on and at which the money is to be paid and the notice shall also state that in the event of the non-payment of
such money at the time and place appointed the shares in respect of which the same is owning will be liable to be
forfeited.
26 If the requirement of any such notice shall not be complied with every or any share in respect of which the notice is
given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect
thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include dividends declared
in respect of the forfeited shares and not actually paid before the forfeiture.
27. When any share is so declared to be forfeited, notice of forfeiture shall be given to the member in whose name it
stood immediately prior to forfeiture, and an entry of the forfeiture with the date thereof shall forthwith be made in
the Register of Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to given
such notice or to make any such entry as aforesaid.
28. Every share so forfeited as aforesaid shall thereupon be the property of the Company and may be sold, re-allotted or
otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such
manner as the Board shall think fit.
29. The Directors may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed
of annul the forfeiture thereof upon such conditions as they may think fit.
30. Any member whose shares may be forfeited shall, not withstanding the forfeiture, be liable to pay and shall forthwith
pay to the Company all calls and other moneys owing upon the shares at the time of forfeiture together with interest
thereon from the time of the forfeiture until payment at nine percent per annum, and the Directors may enforce the
payment thereof if they think fit, but shall not be under any obligation to do so.
31. The forfeiture of a share shall involve the extinction of all interest in, and also of all claims and demands against
the Company in respect of the share, and all other rights incidental to the share, except only such of those rights as
by these Articles are expressly saved.
32. A certificate in writing under the hand of a Director or the Secretary that the call or other moneys in respect of a
share was or were due and payable and notice thereof given and that default in payment of the call or other moneys
was made, and that the forfeiture of the shares was made by a resolution of the Directors to the effect, shall be
evidence of the facts stated therein as against all persons entitled to such share.
33. The Company may receive the consideration, if any, given for the share on any sale, re-allotment or other disposition
thereof and the person to whom such share is sold, re-allotted or disposed of may be registered as the holder of the
share and he shall not be bound to see to the application of the consideration, if any, nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or
disposal of the share.
34. The Directors may, at any time, subject to the provisions of the Act, accept the surrender of any share from or by any
member desirous of surrendering on such terms as the Directors may think fit.
35. The Company shall have a first and paramount lien upon all shares (other than fully paid up shares) registered in
the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all
moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares and no
equitable interest in any share shall be created except upon the footing and condition that Article 30 thereof is to
have full effect. Any such lien shall extend to all dividends and bonuses from time to time declared in respect of
such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the
Company’s lien, if any, on such shares. The Directors may at any time declare any share to be wholly or in part
exempt from the provisions of this clause.
36. For the purpose of enforcing such lien, the Board of Directors may sell the shares subject thereto in such manner as
they think fit but no sale shall be made unless the sum in respect of which the lien exists is presently payable and
until notice in writing of the intention to sell shall have been served on such member, his executors or administrators
or his committee, curator bonis or other legal representatives as the case may be, and default shall have been made
by him or them in the payment of the sum payable as aforesaid for fourteen days after the date of such notice. To
give effect to any such sale, the board may authorize some person to transfer the shares sold to the purchaser thereof
and the purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale
as aforesaid, the existing certificates in respect of the shares sold shall stand cancelled and become null and void
and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in lieu thereof to the
purchaser or purchaser concerned.
204
Shri Nataraj Ceramic And Chemical Industries Limited
37. The net proceeds of the sale shall be received by the Company and, on the payment of the costs of such sale, applied
in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
any, shall subject to like lien for sums not presently payable as existed upon the shares before the sale be paid to the
person entitled to the shares at the date of the sale.
38. The instrument of transfer of any “share shall be in writing and all the provisions of Section 108 of the Companies
Act, 1956, and of any statutory modification thereof for the time being shall be duly complied with in respect of all
transfers of shares and the registration thereof. The form of transfer shall be in form 7B as prescribed under the Act
and the provisions of Sec. 108 of the Act shall be complied with regard to transfer of shares.”
(As substituted by the special resolution at the Extra-ordinary General Meeting of the shareholders held on 30th
November, 1983.)
39. The Company shall have power to keep Foreign Register of members or Foreign Register of debenture holders in
any country or State outside India as may be decided by the Board from time to time. If any shares are to be
registered in any such register, the instrument of transfer shall be in a form recognised under the law of such
country or state or in such form as may be approved by the Board.
40. Subject to the provisions of Section 111 of the Act or any statutory modification of the said provisions for the time
being in force, the Directors may, at their own absolute and uncontrolled discretion and with-out assigning any
reason, decline to register or acknowledge any transfer of shares and in particular may so decline in any case in
which the Company has a lien upon the shares of any of them or whilst any monies in respect of the shares desired
to be transferred or any of them remain unpaid or unless the transferee is approved by the directors and such refusal
shall not be affected by the fact that the proposed transferee is already a member. The registration of a transfer shall
be conclusive evidence of the approval by the Directors of the transferee, provided that registration of a transfer
shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons,
indebted to the Company on any account what-soever except a lien.
41. If the Company refuses to register any share or transmission of any right therein, the Company shall, within two
months from the date on which the instruments of transfer or intimation of transmission was lodged with the
Company, send notice of refusal to the transferee and transferor or to the person giving intimation of the transmission,
as the case may be, and thereupon the provision for the time being in force shall apply.
42. The instrument of transfer shall after registration be retained by the Company. All instruments of transfer which
the Directors may decline to register shall, on demand, be returned, to the persons depositing the same. The
Directors may cause to be destroyed all transfer deeds lying with the Company for a period of ten years or more.
43. The Directors shall have power, on giving not less than seven days’ previous notice by advertisement as required by
section 154 of the Act, to close the transfer books, the Register of Members or the Register of debenture holders of
the Company for such period or periods of time not exceeding on the whole 45 days in each year and not exceeding
30 days at a time, as to them may seem fit.
44. The executor or administrator of a deceased member, (whether European, Hindu, Mohamedan or Parsi) or holder of
succession certificate shall be the only person recognised by the Company as having any title to his shares, and the
Company shall not be bound to recognise such executor or administrator or holder of a succession certificate unless
such executor or administrator shall have first obtained Probate, Letters of Administration, or other legal representation,as the case may be, from a duly constituted Court in India, or from any authority empowered by any law to grant suchother legal representation, provided that in any case, where the Board in their absolute discretion thinks fit the Boardmay dispense with the production of probate or letters of Administration or other legal representation and, under thenext Article, register the name of any person who claims to be absolutely entitled to the shares standing in the nameof a deceased member as a member, upon such terms as to indemnity or otherwise as the Directors may deem fit.
45. Subject to the provisions of the Act and these Articles, any person becoming entitled to a share in consequence of thedeath, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in accordance withthese presents, may be with the consent of the Directors (which they shall not be under any obligation to give), uponadducing such evidence that he sustains the character in respect of which he proposes to act under this clause, or ofhis title, as the Board may think sufficient and upon giving such indemnity as the Directors may require, either beregistered him-self as the holder of the share or elect to have some person nominated by him and approved by theBoard, registered as such holder, provided nevertheless that if such person shall elect to have his nominee registered
he shall testify the election by executing to his nominee instrument of transfer of the share in accordance with the
provisions herein contained and until he does so he shall not be freed from any liability in respect of the share. This
clause is herein referred to as “the Transmission clause”.
205
Shri Nataraj Ceramic And Chemical Industries Limited
46. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a
person entitled by transmission to any shares or his nominee as if he were the transferee named in an ordinary
transfer presented for registration.
47. Every transmission of a share shall be verified in such manner as the Directors may require, and the Company may
refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the
Company with regard to such registration which the Board at their discretion shall consider sufficient; provided
nevertheless that there shall not be any obligation on the Company or the Board to accept any indemnity.
48. No fee shall be charged for Registration of Transfer or for effecting transmission or for registering any letter or
probate, letters of administration and similar other documents.
(As substituted by the special resolution at the Extra-Ordinary General Meeting of the shareholders held on 30th
November, 1983.)
49. The Company shall incur no liability or responsibility whatever in consequence of their registering or giving effect
to any transfer of shares made or purporting to be made, by any apparent legal owner thereof (as shown or appearing
in the Register of Members) to the prejudice of persons having or claiming any equitable rights, title or interest to
or in the same shares, notwithstanding that the Company may have had notice of such equitable right, title or
interest or notice prohibiting registration or such transfer, and may have entered such notice or referred thereto in
any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any
notice which may be given to them of any equitable right title or interest or be under any liability whatsoever for
refusing or neglecting so to do, though it may have been entered or referred to in some books of the Company, but
the Company shall, nevertheless, be at liberty to regard and attend to any such notice and given effect thereto, if the
Directors shall so think fit.
IX INCREASE, REDUCTION AND ALTERATION IN AUTHORISED, ISSUED AND SUBSCRIBED CAPITAL
50. The Company may from time to time in general meeting by ordinary resolution alter the condition of its memorandum
by increase of its authorised share capital by creation of new shares of such amount as it thinks expedient.
51. Subject to the provisions of the Companies Act, 1956 the Board of Directors may from time to time increase its
subscribed share capital by issue of new shares upon such terms and conditions and with such rights and privileges
annexed thereto as the Directors shall determine; and in particular, such shares may be issued with a preferential,
or qualified right to dividends and in the distribution of assets of the Company, provided always that any preference
shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed andon such terms and conditions of redemption as may be prescribed.
52. Except so far as otherwise provided by the conditions of issue or by these presents any capital raised by the creationof new shares shall be considered part of the original capital and shall be subject to the provisions, herein containedwith reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, votingand otherwise.
53. Notwithstanding anything contained in these Articles, in the case of the issue of redeemable Preference shares underthe provisions of Article 51 hereof the provisions of Section 80 of the Act shall apply.
54. The Company may (subject to provisions of Section 100 to 105 of the Act) from time to time by Special Resolutionsreduce its share capital or any Capital Redemption Reserve Account, or Share Premium Account in any way authorisedby law and in particular may pay off any paid up share capital upon the footing that it may be called up again, orotherwise, and may, if as far as is necessary, alter its Memorandum by reducing the amount of share capital and of itsshares accordingly.
55. The Company in General Meeting by Special Resolution, may alter the conditions of its Memorandum as follows :
(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
(b) Sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum,subject nevertheless to the provisions of the Act and of these Articles.
(c) Cancel shares which, at the date of passing of the Resolution in that behalf have not been taken or agreed to betaken by any person and diminish the amount of its share capital by the amount of shares so cancelled.
56. The rights conferred upon the holders of the shares of any class issued with preferred of other rights shall not, unless
otherwise expressly provided by the terms of the issues of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu there with, but in no respect in priority thereto.
206
Shri Nataraj Ceramic And Chemical Industries Limited
X MODIFICATION OF CLASS RIGHTS
57. All or any of the rights and privileges attached to any class of shares may, subject to provisions of sections 106 and
107 of the Act, be modified, abrogated or dealt with subject to :
(a) The consent of holders of not less than three-fourths of the issued shares of that class, or
(b) The sanction by Special Resolution passed at a separate meeting of the holders of the issued shares of that
class.
(c) To every such separate meeting, the provisions herein contained as to general meeting shall Mutatis Mutandis
apply.
XI JOINT HOLDERS
58. Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint
tenants with benefits of survivorship subject to the following and other provisions contained in these Articles.
(a) The company shall be entitled to decline to register more than four persons as the joint holders of any share.
(b) The joint holders of any share shall be liable severally as well as jointly for and in respect of all calls and other
payments which ought to be made in respect of such share.
(c) On the death of any such joint holders, the survivors shall be the only person or persons recognised by the
Company as having any title or interest in the share but the Directors may require such evidence of death as
they may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder
from any liability of shares held by him jointly with any other person.
(d) Anyone of the joint holders may give effectual receipt of any dividends or other monies payable in respect of
such shares.
(e) Only the person whose name stands first in the Register of Members as one of the joint holders of any share,
shall be entitled to delivery of the Certificate relating to such shares or to receive documents (which expression
shall be deemed to include all documents referred to in Article 158) from the Company and any documents
served on or sent to such person shall be deemed as good service on all the joint holders.
(f) Any one of two or more joint holders may vote at any meeting either personally or by attorney or by proxy in
respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present
at any meeting personally or by proxy or by attorney, then, that one of such persons so present whose name
stands first or higher (as the case may be) on the Register of Members, in respect of such shares shall alone be
entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the
meeting, provided always that a joint holder present at any meeting personally shall be entitled to vote in
preference such joint holder present by an attorney or by proxy although the name of such joint holder present
by an attorney or proxy stands first or higher (as the case may be) in the Register of Member in respect of such
shares. Several executors or administrators of a deceased member in whose (deceased members’s) sole name
any share stands shall for the purpose of this sub clause be deemed to be joint holders.
XII BORROWING POWERS
59. Subject to the provisions of the Act and these Articles, and without prejudice to the powers conferred by these
Articles, the Directors shall have power, from time to time, at their discretion to accept deposits from members of the
company either in advance of calls or otherwise and generally to raise or borrow or secure the payment of any sum
or sums of money for the purposes of the Company, provided that the aggregate of the amount borrowed at any time
together with the moneys already borrowed by the Company (apart from temporary loans as defined in Section 293
of the Act, obtained from the Company’s bankers in the ordinary course of business) and remaining outstanding and
undischarged at the time, shall not, without the consent of the Company in general meeting exceed the aggregate of
the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose.
60. Subject to the provisions of the Act and these Articles, the Directors may be a resolution at a meeting of the Board
raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respect
as they think fit and in particular by the issue of the bonds, perpetual or redeemable debentures, debenture stock, or
any mortgage, charge or other security, on the undertaking or on the whole or any part of the property of the Company
(both present and future) including its uncalled capital for the time being.
207
Shri Nataraj Ceramic And Chemical Industries Limited
61. Any bonds, debentures, stocks or other securities issued or to be issued by the Company, shall be under the control of
the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as
they shall consider to be for the benefit of the company.
62. Debentures, debenture stock, bonds or other securities may be made assignable free from equities between the
Company and the person to whom the same may be issued.
63. Subject to the provisions of the Act and these Articles, any bonds, debentures, debenture stock or other securities
may be issued at a discount, premium or otherwise and with any special privileges and conditions as to redemption,
surrender, drawings, allotment of shares and otherwise, and except in the case of debentures and debenture stock,
as to attending at General Meeting of the Company also. Provided that debentures, debenture stock, loan/loan
stock with the right to allotment of or conversion into shares shall not be issued except with the sanction of the
company in general meeting by a Special Resolution.
(As substituted by the special resolution at the Extra-Ordinary General Meeting of the Shareholders held on 30th
November, 1983.)
64. Subject to the provisions of the Act and these Articles, if the Directors or any of them or any other person shall incur
or be abut in incur any liability whether as principal or surety for the payment of any sum primarily due from the
company, the Board may execute or cause to be executed any mortgage, charge or security over or affecting the
whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming
liable as aforesaid from any loss in respect of such liability.
65. If any uncalled capital of the Company is included or charge by any mortgage or other security, the Directors, shall,
subject to the provisions of the Act and these Articles, make calls on the members in respect of such uncalled capital
in trust for the person in whose favour such mortgage or securities is executed.
65A. Every holder of Shares in, or holder of Debentures of, the Company may, at any time, nominate a person to whom his
Shares in or Debentures of, the Company shall vest in the event of his death and the Company shall, subject to the
provisions of Section 109A and other application provisions, if any, of the Companies Act, 1956, and the Rules made
thereunder, register such nomination.
(As inserted by the special resolution at the Annual General Meeting of the Shareholders held on 27th September
2002.)
XIII. STATUTORY MEETING
66. The statutory meeting of the Company shall be held at such place and time within a period of not less than one month
nor more than six months from the date at which the Company is entitled to commence business as the Directors may
determine and in connection therewith, the Directors shall comply with the provisions of section 165 of the Act.
XIV. GENERAL MEETING
67. Subject to the provisions of the Act, the Company shall hold, from time to time as provided by the Act, in addition to
any other meetings, a general meeting as its Annual General Meeting. The provisions of section 166 of the Act shall
apply to such Annual General Meeting.
68. every annual General Meeting shall be called for a time during business hours, and on such day (not being a public
holiday) as the Directors may from time to time determine and it shall be held either at the registered office of the
company or at some other place within the city, town or village in which the registered office to the company is
situated.
69. (1) All general meeting other than Annual General Meetings shall be called Extra-ordinary General Meetings.
(2) The Board of Directors may, whenever it thinks fit, call an Extra-ordinary General Meeting.
70. The Board of Directors shall, on due requisition of members in accordance with section 169(4) of the Act, forthwith
proceed to call an Extra-ordinary General Meeting and the provisions of section 169 of the Act shall apply in respect
of such meetings.
71. Save as permitted under section 171(2) of the Act, a general meeting of the company may be called by giving not less
than twenty one days notice in writing.
72. Notice of every meeting shall be given to the members and to such other person or persons as required and in
accordance with sections 172 and 173 of the Act and it shall be served in the manner authorised by section 53 of the
Act.
208
Shri Nataraj Ceramic And Chemical Industries Limited
XV. PROCEEDINGS AT GENERAL MEETING
73. At least five members entitled to vote and present in person shall be quorum for a general meeting. No business shall
be transacted at any general meeting unless the quorum requisite be present at the commencement of the business.
74. If within half an hour from the time appointed for holding a meeting of the company, quorum is not present, the
meeting, if called upon the requisition of members, shall stand dissolve. In any other case, the meeting shall stand
adjourned to such time on the following day or such other day and at such place as the members present at the
expiration of the half an hour determine, and if no such time and place be determined, to the same day in the next
week at the same time and place, and if at such adjourned meeting, quorum of members is not present, those
members present shall be quorum and they may transact the business for which the meeting was called.
75. If at any adjourned meeting also quorum is not present within half an hour of the time appointed for holding the
meeting, the members present, whatever their number (not being less than two) shall be a quorum and shall have
power to decide upon the matters which could properly have been disposed of at the meeting from which the
adjournment took place.
76. The Chairman (if any) of the Board of Directors shall, if present, preside as Chairman at every general meeting
whether Annual or Extra-Ordinary, but if there be no such Chairman or in case of his absence of refusal anyone of
the Directors present, shall be chosen to be Chairman of the meeting.
77. If at any meeting a quorum of members shall be present, and the Chair is not taken by the Chairman of the Board
or by the Vice-Chairman or by a Director, at the expiration of half an hour from the time appointed for holding the
meeting, or if before the expiration of that time all the Directors shall decline to take the Chair, the member present
shall on a show of hand choose one of their own member to be Chairman of the meeting.
78. (1) No business shall be discussed at any general meeting except the election of the chairman whilst the Chair is
vacant.
(2) If a poll is demanded on the election of the chairman it shall be taken forthwith in accordance with the
provisions of the Act and these Articles.
79. The Chairman may with the consent of any meeting at which quorum is present, and shall, if so directed by the
meeting, adjourn any meeting from time to time and from place to place but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
80. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case
of original meeting. Save as aforesaid it shall not be necessary to give any notice of adjournment or of the business
to be transacted at the adjourned meeting.
81. At any general meeting provisions of Sections 177 to 185 of the Act shall apply provided that in case of equality of
votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place
or at which the poll is demanded, shall be entitled to a casting vote in addition to his own votes to which he may be
entitled as a member.
82. Any act or resolution which under the provisions of these Articles or of the Act, is permitted or required to be done
or passed by the Company in a general meeting, shall be sufficiently so done or passed if effected by an ordinary
resolution as defined in section 189(1) of the Act unless either the Act or these Articles specifically require such act
or resolution to be done or passed by a special resolution as defined in section 189(2) of the Act.
83. At every Annual General Meeting of the Company there shall be laid on the table the Director’s Report and audited
statement of Accounts, Auditor’s Report (if not already incorporated in the audited statement of Accounts), the
Proxy Register with the proxies and the Register of Directors holding maintained under section 307 of the Act. The
Auditors’ Report shall be read before the company in general meeting and shall be open to inspection by any
member of the Company.
84. The Company shall cause minutes of all proceedings of every general meeting and every meeting of the Board of
Directors and every Committee of the Board, to be kept in accordance with section 193 of the Act.
85. The books containing the Minutes of the proceedings of the general meetings of the Company shall be kept at the
registered office of the Company and be open to the inspection of any member as prescribed by section 196 of the
Act.
209
Shri Nataraj Ceramic And Chemical Industries Limited
XVI. VOTES OF MEMBERS
86. Subject to the provisions of the Act and these Articles, votes may be given either personally or by an attorney or by
proxy or in the case of the body corporate also by representative duly authorised under section 187 of the Act and
Article 87 hereof.
87. Subject to the provisions of the Act (and particularly of sections 87, 89 and 92(2) thereof) and of these Articles:
1) Upon a show of hands every member holding equity shares and entitled to vote and be present in person
(including an attorney or a representative of a body corporate as mentioned in Article 88) shall have one vote;
2) Upon a poll the voting right of every member holding equity shares and entitled to vote and present in person
(including a body corporate present as aforesaid) or by attorney or by proxy shall be one vote for each rupee
paid up in the capital of the Company;
3) The voting right of every member holding preference shares, if any, shall upon a show of hands or upon a poll
be subject to the provisions, limitations, and restrictions laid down in section 87 of the Act.
88. No member not personally present shall be entitled to vote on a show of hands unless such member is a body
corporate present by attorney or by representative duly authorised under section 187 of the Act in which case such
attorney or representative may vote on a show of hands as if he was an individual member of the Company.
89. Subject to the provisions of the Act, no member shall be entitled to his voting rights in respect of any shares registered
in his name on which any calls or other sums presently payable by him, have not been paid or in regard to which the
Company has exercised any right of lien.
90. Any person entitled under the transmission Clause (Article 54 thereof) to transfer any shares, may vote at any general
meeting in respect thereof as if he was the registered holder of such shares, provided that at least forty eight hours
before the time of holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote he
shall satisfy the Board of this right to transfer such shares unless the Board shall have previously admitted his right
to vote at such meeting in respect thereof.
91. On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy, or other person
entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes
he uses.
92. A member of unsound mind or in respect of whom an order has been made by any Court having Jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll by his committees or other legal guardian, and any such
committee or guardian may, on a poll, vote by proxy.
93. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a
notary certified copy thereof shall be deposited at the registered office of the Company or at such place or places (if
any) as may be specified for that purpose in the notice convening the meeting not less than forty eight hours before
the time for holding the meeting at which the person named in the instrument proposed to vote, and in default, the
instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration
of twelve months from the date of its execution except in case of the adjournment of any meeting first held previously
to the expiration of such time. An attorney shall not be entitled to vote unless the power of attorney or other instruments
appointing him or a notarially certified copy thereof has either been registered in records of the Company at any time
not less than forty eight hours before the time for holding the meeting at which the attorney proposes to vote or is
deposited at the registered office of the Company not less than forty eight hours before the time fixed for such
meeting as aforesaid. Notwithstanding that a power of attorney or other authority has been registered in the records
of the Company, the Company may, be notice in writing addressed to the members or the attorney given atleast
fourteen days before the meeting, require him to produce the original power of attorney or authority and unless the
same is thereupon deposited with the Company not less than forty eight hours before the time fixed for the meeting,
the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such
non-production and deposit.
94. An instrument appointing a proxy shall be in either of the forms in Schedule IX to the Act or a form as near thereto
as circumstances admit.
95. If any such instrument of appointment be confined to the object of appointing an attorney or proxy, it shall remain
per5manently or for such time as the Directors may determine, in the Custody of the Company, if embracing other
objects, a copy thereof, examined with the original shall be delivered to the Company to remain in their custody.
210
Shri Nataraj Ceramic And Chemical Industries Limited
96. A vote given in accordance with the terms of an instrument or proxy or by an attorney shall be valid notwithstanding
the previous insanity or lunacy or death of the principal or revocation of the proxy or power of attorney, as the case
may be, or of any power of attorney under which such proxy was signed, or the transfer of the share in respect of
which the vote is given, provided that no intimation in writing of the insanity, lunacy, death, revocation or transfer
shall have been received at the registered office before the meeting.
97. Subject to the provisions of the Act and these Articles, no objection shall be made to the validity of any vote except
at the meeting or poll at which such vote shall be tendered and every vote, whether given personally or by proxy or
by any means hereby authorised and not disallowed at such meeting or poll, shall be deemed valid for all purposes
of such meeting or poll whatsoever.
98. Subject to the provisions of the Act and these Articles, the Chairman of any meeting shall be the sole judge of the
validity of every vote tendered at such meeting. Subject as aforesaid the Chairman present at the taking of the poll
shall be the sole judge of the validity of every vote tendered at such poll.
XVII DIRECTORS
99. Until otherwise determined by a general meeting the number of Directors shall not be less than three and not more
than twelve.
100. Article 100(1) and (2) deleted vide Special Resolution passed at the Extra-Ordinary General Meeting held on 21-6-
1974.
101. Whenever the Directors enter into a contract with any person or persons for borrowing any money or for providing
any guarantee or security or for technical collaboration or assistance or enter into any other arrangement, the
Directors shall have, subject to the provisions of section 255 of the Act, the power to agree that such person or
persons shall have the right to appoint or nominate by a notice in writing addressed to the Company one or more
Directors on the Board for such periods and upon such conditions as may be mentioned in the Agreement and that
such Director or Directors may not be liable to retire by rotation nor be required to hold any qualification shares.
The Directors may also agree that any such Director or Directors may be removed from time to time by the person
or persons aforesaid who appoint another or others in his or their place and also fill in any vacancy, which may
occur as a result of any such Director or Directors ceasing to hold the office for any reason whatsoever. The
Directors appointed or nominated under this Article shall be entitled to exercise and enjoy all or any right and
privileges exercised and enjoyed by the Directors of the Company including the payment of remuneration and
traveling expenses to such Directors or Director as may be agreed by the Company with such person of persons
aforesaid.
102. Subject to Article 130 hereof and the provisions of Sections 260 and 264 of the Act, the Board shall have power at
any time and from time to time to appoint any person to be an additional Director but so that the total number of
Directors shall not at any time exceed the maximum fixed under Article 99. Any such additional Director shall
hold office only upto the date of the next Annual General Meeting.
103. The Board may appoint an alternate Director who is recommended for such appointment by a Director, (hereinafter
called the ‘Original Director’) to act for him during his absence for period of not less than three months from the
State in which the meetings of the Board are ordinarily held. An Alternate Director appointed under this Article
shall not hold office as such for a longer period than that permissible to the Original Director in whose place he has
been appointed and shall vacate office if and when the Original director returns to such State. If the term of office
of the Original Director is determined before he so returns to such State, any provision in the Act or these Articles
for the automatic reappointment of retiring Directors in default of another appointment shall apply to the Original
Director and not to the alternate Director.
104. Subject to the provisions of Section 284(6) or the applicable provisions (if any) of Act, if the office of a Director
appointed by the Company in general meeting is vacated before his term of office will expire in the normal course,
the resulting casual vacancy may, in default of and subject to any regulation contained in these Articles, be filled by
the Board of Directors at meeting of the Board. Any person so appointed shall hold office only upto the date upto
which the Director in whose place he is appointed would have held office if it had not been vacated as aforesaid.
105. A Director shall not be required to hold any qualification shares and a person may be appointed as a Director
notwithstanding that he holds no shares in the Company.
211
Shri Nataraj Ceramic And Chemical Industries Limited
106. Subject to the provisions of the Sections 198, 309, 310, 311 of the Act, the remuneration payable to the Directors of
the Company may be as hereunder provided:-
1. The remuneration of the Directors shall be as fixed by the general meeting and may be by way of fees for
meeting attended or monthly payments or otherwise as may be fixed by the general meeting. The remuneration of
the Directors shall, in so far as it consists of a monthly payment as may be fixed by the general meeting, be deemed
to accrue day by day.
2. Until otherwise resolved by general meeting :
i) Every Director shall be entitled to such sitting fee for every meeting of the Board which he attends as
may be determined by the Board subject to maximum ceiling, if any under the Companies Act, 1956.
ii) Every Director shall be entitled to such sitting fee for every meeting of any committee or sub-committee
of Directors which he attends as may be determined by the Board provided that it shall not exceed 50% of
the sitting fee as may be determined for the purpose of Clause 2(i).
(As inserted by the special resolution at the Annual General Meeting of the shareholders held on 28th day
of September, 1995.)
iii) In addition to the remuneration payable to them as hereinabove stated the Directors may be paid traveling,
hotel and other expenses at the rate as determined by the Board from time to time.
(a) for attending and returning from meetings of the Board of Directors or any committee or sub-committee
thereof, or
(b) in connection with the business of the Company.
i) Subject to the provisions of the Act, such reasonable additional remuneration as may be fixed by the
Board may be paid to any one or more of its number for services rendered by him or them for attending to
any other business of the Company when specially called for to do so.
ii) The Directors shall be paid further remuneration by way of commission at the rate of 1.5% of each year’s
net profits of the company calculated in accordance with the provisions of the Companies Act subject to
maximum as Rs.3 lacs in aggregate (As substituted by the special resolution at the annual general meeting
as the shareholders hold on 29th September 1993) and such remuneration shall be divided amongst the
Directors in such proportion and manner as the board may from time to time determine and in default of
such determination shall be divided amongst the Directors equally.
107. The continuing Directors may act notwithstanding any vacancy in their body, but so that, subject to the provisions of
the Act, if the number falls below the minimum above fixed and notwithstanding the absence of the quorum, the
Directors may act for the purpose of filling up vacancies, or for summoning a general meeting of the Company.
108. Subject to section 283(2) of the Act, the office of a Director shall become vacant if :-
a) he is found to be of unsound mind by a Court of competent jurisdiction; or
b) he applies to be adjudicated an insolvent; or
c) he adjudged an insolvent; or
d) he fails to pay any call made on him in respect of shares of the Company held by him, whether alone or jointly
with other, within six months from the last date fixed for the payments of call unless the Central Government
has by notification in the official Gazette removed the disqualification incurred by such failure; or
e) he (whether by himself or by any person for his benefit or on his account) or any firm in which he is a partner
or any private company of which he is a Director, accept a loan or any guarantee or security for a loan or any
guarantee or security for a loan from the Company in contravention of section 295 of the Act; or
f) he absents himself from three consecutive meetings of the board of Directors or from all meetings of the Board
for a continuous period of three months, whichever is longer, without obtaining leave of absence from the
Board; or
g) he becomes disqualified by any order of Court (as defined in the Act) under section 203 of the Act; or
h) he is removed in pursuance of section 284 of the Act; or
i) he is convicted by a court of any offence involving moral turpitude and sentenced in respect thereof to
imprisonment for not less than six months; or
j) he having been appointed as a Director by virtue of his holding office or other employment in the Company,
ceases to hold such office/employment in the Company.
212
Shri Nataraj Ceramic And Chemical Industries Limited
109. Subject to the provisions of the Act, a Director may resign his office at any time by notice in writing addressed to the
Company or to the Board of Directors.
110. A Director may become a Director of any company promoted by the Company or in which it may be interested as a
vendor, shareholder or otherwise, and subject to the provisions of the Act and these Articles, no such Director shall
be accountable for any benefits received as Director or shareholder of such company.
111. The retirement of Directors by rotation and filling up of vacancies caused by such retirement shall be governed by
the provisions of the Act, in particular of the Sections 255 and 256 thereof.
XVIII. PROCEEDING OF DIRECTORS
112. The Directors may meet together as a Board for the dispatch of business from time to time and shall so meet for the
minimum occasions prescribed by the Act for the time being in force. The Directors may adjourn and otherwise
regulate their meetings and proceedings as they think fit. The Managing Director, or the Secretary may at any time,
and at the request of the Director shall, convene as meeting of the Board.
113. Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the
time being in India, and at his usual address in India to every other Director.
114. Subject to the provisions of section 287 of the Act, the quorum for the meeting of the Board of Directors shall be one
third of the total strength (excluding Director, if any, whose places may be vacant at the time and any fraction
contained in that one third being rounded off as one) or two Directors, whatever is higher, provided that where at
any time the number of interested Directors exceeds or is equal to two thirds of the total strength, the number of the
remaining Directors, that is to say, the number of Director who are not interested and are present at the meeting, not
being less than two, shall be the quorum during such time.
A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any
of the authorities, powers of discretions by or under the Act or the Articles of the Company for the time being vested
in or exercisable by the Board of Directors generally.
115. If the meeting of the board can not be held for want of quorum, then, the meeting shall stand adjourned to such day,
time and place as the Director or Directors, present at that time may fix. Notice of the adjournment of the meeting
shall be given to the Directors in the manner prescribed under Article 113.
116. The directors may from time to time elect one of their number to be the Chairman of the Board of Directors and
determine the period for which he is to hold office. The Directors may likewise appoint a Vice-Chairman of the
Board of Directors.
117. All meetings of the Directors shall be presided over by the Chairman, if present, but if at any meeting of the
Directors, the Chairman be not present at the time appointed for holding the same, the Vice-Chairman, if present,
shall preside and if he be not present at such time, then and in that case the Directors shall choose one of the
Directors then present to preside at the meeting.
118. Questions arising at any Board meeting shall be decided by a majority of votes and, in case of any equality of votes
the Chairman of the meeting (whether the Chairman or Vice-Chairman appointed by virtue of these Articles or the
Director presiding at such meeting) shall have a second or casting vote.
119. Subject to the provisions of Sections 292 and 293 of the Act, the Directors may delegate any of their powers to
committee of any such member or members of their body as they think fit and they may from time to time revoke
and discharge any such committee either wholly or in part, and either as to person or purposes, but every committee
so formed shall, in the exercise of power so delegated, conform to any regulations that may, from time to time, be
imposed on it by the Directors. All acts done by any such committee in conformity with such regulations and in
fulfillment of the purposes of their appointment, but not otherwise, shall have the like force and effect as if done by
the Board. Subject to the provisions of the Act, the Board may from time to time fix the remuneration to be paid to
any member or members of their body constituting a committee appointed by the Board in terms of these Articles
and may pay the same.
120. The meeting and proceedings of any such committee shall be governed by the provisions herein and/or in the Act
contained for regulating the meetings and proceedings of Directors so far as the same are applicable thereto, and
are not superseded by any regulations made by the Directors under the last preceding Article.
213
Shri Nataraj Ceramic And Chemical Industries Limited
121. (1) Subject to the provisions of section 289 of the Act, resolutions passed by circulation, without a meeting of the
Board or of a Committee of the Board appointed under Article 119 shall, subject to the provisions of sub-clause
(2) hereof and the Act, be as valid and effectual as resolution duly passed at a meeting of the Directors or of a
committee duly called and held.
(2) A Resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation,
if the resolution has been circulated in draft together with the necessary papers, if any, to all the Directors or
to all the members of the committee at their respective addresses registered with the company and has been
approved by a majority of the Directors or members of the committee as are entitled to vote on the resolution.
122. Subject to the provisions of the Act and these Articles, all acts done by any meeting of the Directors or a committee
of Directors shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment
of such Directors or persons acting as aforesaid or that they or any of these were or was disqualified, be as valid as
if every such person had been duly appointed, and was qualified to be a Director.
XIX. POWERS OF DIRECTORS
123. (1) Subject to the provisions of the Act and these Articles, the Board of Directors of the Company shall be entitled
to exercise all such powers, and to do all such acts and things, as the Company is authorised to exercise and to;
provided that the Board shall not exercise any power or do any act or things which is directed or required,
whether by the Act or any other act or by the Memorandum or these Articles or otherwise, to be exercised or
done by the Company in general meeting, provided further that in exercising any such power of doing any such
act or thing the Board shall be subject to the provisions contained in that behalf in the Act or in the Memorandum
or in these Articles or in any regulations not inconsistent therewith and duly made thereunder including regulations
made by the Company in general meeting.
(2) No regulation made by the Company in general meeting shall invalidate any prior act of the Board which
would have been valid if that regulation had not been made. Provided that the Board shall not, except with the
consent of the Company in general meeting by Special Resolution sell, lease or otherwise dispose of the whole
or substantially the whole of the undertaking of the Company owns more than one undertakings of the whole or
substantially the whole of any such undertakings.
124. (i) Without prejudice to the general powers conferred by the preceding Article, the Directors may from time to
time and at any time, subject to the restrictions contained in the Act, delegate to Managers, Secretaries, Officers,
Assistants and other employees or other persons (including any firm or body corporate) any of the powers,
authorities and discretions for the time being vested in the Directors.
(ii) All deeds, agreements and documents and all cheques, promissory notes, drafts, hundies, bills of exchange and
other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted
or endorsed or otherwise executed, as the case may be, by such person (including any firm or body corporate)
whether in the employment of the Company or not, and in such manner as the Directors shall from time to time
by Resolution determine.
125. The Directors may take such arrangements as may be thought fit for the management of the Company’s affairs
abroad and, may for this purpose (without prejudice to the generality of their powers), appoint local bodies, and
agents and fix their remuneration and delegate to them such powers as may be deemed requisite or expedient. The
foreign seal shall be affixed by the authority and in the presence of, and instrument sealed therein shall be signed by,
such persons as the Directors shall from time to time by writing under the Common Seal appoint. The Company may
also exercise the powers of keeping Foreign Registers.
XX. MANAGING OR WHOLE-TIME DIRECTORS
126. Subject to the provisions of Sections 197A, 198, 267, 268, 269, 309, 310, 311, 316 and 317 and other applicable
provisions of the Act and these Articles, the Directors may from time to time appoint one or more of their body to be
a Managing Director or Managing Directors or whole-time Director or whole-time Directors of the Company for
such term not exceeding five years at a time and on such terms and conditions as they may think fit.
127. Subject to the provisions of the Act and these articles, the Managing Director of whole-time Director shall not, while
he continues to hold office, be subject to retirement by rotation under Article 111, but he shall, subject to the provisions
of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the
other Directors of the company and he shall ipso facto and immediately cease to be a Managing Director or whole-
time Director if he ceases to hold the office of Director from any cause.
214
Shri Nataraj Ceramic And Chemical Industries Limited
XXI. SECRETARY
128. The Directors may appoint a Secretary of the Company for such term, at such remuneration and upon such conditions
as they may think fit; and any Secretary so appointed may be removed by the. The Directors may appoint any
temporary substitute for the Secretary, who shall, for the purposes of these presents, be deemed to be the Secretary.
The main function of the Secretary shall be to be responsible for maintaining registers required to be kept under the
Act, and for making the necessary returns to the Registrar of Companies under the Act, and for getting the necessary
documents registered with the registrar and for carrying out all other administrative and ministerial acts, duties and
functions which a Secretary of a company is normally supposed to carry out, such as giving necessary notices to the
members, preparing minutes of meetings of members and/or Directors and of any Committee of Directors and
maintaining minute books and other statutory documents, and he shall carry out and discharge such other functions
and duties as the Directors may from time to time require him to do.
XXII. THE SEAL
129. The Board shall provide a Common Seal for the purpose of the Company and shall have power from time to time to
destroy the same, substitute new Seal in lieu thereof, and the Board shall provide for the safe custody of the Seal for
the time being, and the seal shall never be used except by or under the authority of the Board or a Committee of
Directors.
130. Every deed or other instrument to which the Seal of the Company is required to be affixed shall, unless the same is
execute by a duly constituted attorney of the Company, be signed by the Director or the person authorised by the
Board for the purpose, provided nevertheless that certificates of debentures may be signed by one director or by the
Secretary of the Company or by an Attorney of the Company duly authorised in this behalf and certificates of shares
shall be signed as provided in Article 11.
131. The Company may exercise the powers conferred by Section 50 of the Act and such powers shall accordingly be
vested in the Board.
XXIII. INTEREST OUT OF CAPITAL
132. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any
works or buildings, or the provisions of any plant, which cannot be made profitable for a lengthy period. The
Company may pay interest on so much of that share capital, as is for the time being paid up, for the period, at the
rate, and subject to the conditions and restrictions provided by section 208 of the Act and may charge the same to
capital as part of the cost of construction of the work or building or the provisions of any plant.
XXIV. DIVIDENDS
133. The profits of the Company, Subject to special rights, if any, relating thereto created or authorised to be created by
the Memorandum or these Articles, and subject to the provisions of these Articles, shall be divisible among the
members in proportion to the amount of capital paid up on the shares held by them respectively. Provided always
that subject as aforesaid, any capital paid up on a share, during the period in respect of which a dividend is declared
shall, unless the Board otherwise determine, only entitle the holder of such share to an apportioned amount of such
dividend as from the date of payment.
134. Where capital is paid up in advance of calls upon the footing that the same shall carry interest, such capital shall not
whilst carrying interest confer a right to participate in profits.
135. The Company may pay dividends in proportion to the amount paid up or credited as paid up on each share, where
a larger amount is paid up or credited as paid up on some shares than on others.
136. (1) The Company in general meeting may declare a dividend to be paid to the members according to their respective
rights and interests in the profits and, subject to the provisions of the Act, may fix the time for payment. When
a dividend has been so declared, the warrant in respect thereof shall be posted within forty-two days from the
date of the declaration to the shareholder entitled to-the payment of the same.
(2) No larger dividend shall be declared than is recommended by the Directors, but the Company in general meeting
may declare a smaller dividend. Subject to the provisions of the Act and in particular section 205 thereof, no
dividend shall be payable except out of the profits of the year or any other undistributed profits of the Company,
and the declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.
(3) No dividend shall carry interest as against the Company.
215
Shri Nataraj Ceramic And Chemical Industries Limited
137. Subject to the provisions of the Act, the Directors may from time to time pay to the members on account of the next
forthcoming dividend such interim dividends as in their judgment the position of the Company justifies.
138. Subject to the Provision of the Act, the Directors may retain the dividends payable upon share in respect of which
any person is, under Article 45 hereof, entitled to become a member, or which any person under that Article is
entitled to transfer, until such person shall become a member in respect of such shares or shall duly transfer the
same.
139. No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares whilst
any moneys may be due or owing from him to the Company in respect of such share or shares or otherwise
howsoever, either alone or jointly with any other person or persons; and the Directors may deduct from the interest
of dividend payable to any member all sums of money so due from him to the Company.
140. No unclaimed dividend shall be forfeited by the Board and the Company shall comply with the provisions of
Sec.205A of the Act.
141. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.
142. Unless otherwise directed by any member, any dividend may be paid by cheque or warrant sent through the post to
the registered address of the member or person entitled or, in case of joint holders, to that one of them first named
in Register of Members in respect of the joint holding or to such person and to such address as the member or joint
holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or
for any dividend lost to the member or person entitled thereto, by the forged endorsement of any cheque or warrant
or the fraudulent use thereof by any other means.
143. Any general meeting declaring a dividend may make a call on the members for such amount as the meeting fixes,
but so that the call on each members shall not exceed the dividend payable to him and so that the call be made
payable at the same time as the dividend, and that the dividend may, if so arranged between the Company and the
members be set off against the calls.
144. No dividend shall be payable except in cash. Provided that nothing in this Article shall be deemed to prohibit the
capitalization of profits or reserves of the Company for the purpose of issuing fully paid-up Bonus shares or paying
up any amount for the time being unpaid on any shares held by the members of the Company.
XXV. CAPITALISATION
145. (1) Any general meeting may resolve that any amount to the credit of the Share Premium Account or the Capital
redemption Reserve Account or any moneys’ investments or other assets forming part of the undividend
profits (including profits or surplus moneys arising from the realization and where permitted by law, from the
appreciation in value of any capital assets of the Company) standing to the credit of the general reserve,
reserve fund or any other fund of the Company or in the hands of the Company and available for dividend may
be capitalized. Any such amount (excepting the amount standing to the credit of the Share Premium Account
and/or the Capital Redemption Reserve Account) may be capitalized.
(a) by the issue and distribution as fully paid shares, debentures, debenture stock, bonds or other obligations
of the Company ; or
(b) by crediting the shares of the Company, which may have been issued and are not fully paid up, with the
whole or any part of the sum remaining unpaid thereon.
Provided that any amounts standing to the credit of the share Premium Account and Capital Redemption
Reserve Account may be applied :
(i) in paying up unissued shares of the Company to be issued to members of the Company as fully paid
bonus shares ;
(ii) in writing off the preliminary expenses of the Company ;
(iii) in writing of the expenses of, or the commission paid or discount allowed on any issue of shares or
debentures of the Company, or
(iv) in providing for the premium payable on the redemption of any redeemable preference shares or of
any debentures of the Company.
216
Shri Nataraj Ceramic And Chemical Industries Limited
(2) Such issue and distribution under sub-clause (1) (a) above and such payment to the credit of unpaid shares
capital under sub-clause (1)(b) above shall be made to among and in favour of the members or any class of
them or any of them entitled thereto and in accordance with their respective rights and interests and in
proportion to the amount of capital paid up on the shares held by them respectively in respect of which such
distribution under sub-clause (1)(a) or payment under sub-clause (1)(b) above shall be made on the footing
that such members become entitled thereto as capital.
(3) The Directors shall give effect to any such resolution and apply such portion of the profits, general reserve fund
or any other fund or amount as aforesaid as may be required for the purpose of making payment in full for the
shares, debentures, stock, bonds or other obligations of the Company so distributed under sub-clause (1)(a)
above or (as the case may be) for the purpose of paying, in whole or in part, the amount unpaid up under sub-
clause (1)(b) above, provided that no such distribution or payment shall be made unless recommended by the
Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid
in full satisfaction of their interest in the said capitalized sum.
(4) For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise
in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue
fractional certificates and fix the value for distribution of any specific assets and may determine that cash
payments be made to any members on the footing of the value so fixed and may vest any such cash, shares,
debentures, debenture-stock, bonds or other obligations in trustees upon such trusts for the persons entitled
thereto as may seem expedient to the Directors and generally may make such arrangement for the acceptance,
allotment and sale of such shares, debentures, debentures-stock, bonds or other obligations and fractional
certificates or otherwise, as the may think fit.
(5) Subject to the provisions of the Act and these Articles, in cases where some of the shares of the Company are
fully paid and other are partly paid-only, such capitalization may be effected by the distribution of further
shares in respect of the fully paid shares, and/or by crediting the partly paid shares with the whole or part of
the unpaid liability thereon but so that as between the holders of the fully paid shares, and the partly paid
shares the sum so applied in the payment of such further shares and in the extinguishment or diminution of
the liability on the partly paid shares shall be applied pro rata in proportion to the amount then already paid
or credited as paid on the existing fully paid and partly shares respectively.
(6) When deemed requisite a proper contract shall be filed with the Registrar of Companies in accordance with
the provisions of the Act and the Board may appoint any person to sign such contract on behalf of the
members entitled as aforesaid and such appointment shall be effective.
XXVI. ACCOUNTS
146. The Company shall keep proper books of accounts as required by the Act and in particular under section 209
thereof.
147. The Directors shall from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations the accounts, books and documents of the Company or any of them, shall be open to
the inspection of the members, and no member (not being a Director) shall have any right of inspecting any account
or books or documents of the Company except as conferred by the statute or authorized by the Directors or by a
resolution of the Company in general meeting.
148. The Board of Directors shall lay before each Annual General Meeting a duly authenticated Balance Sheet and Profit
and Loss Account along with its report made up in Accordance with the provisions of Article 151.
149. (1) (a) Save as provided by item (b) of this sub-clause, every Balance Sheet and every Profit and Loss Account
of the Company shall be signed on behalf of the Board of Directors by its Secretary, if any, and by not
less than two Directors of the Company one of whom shall be the Managing Director, if there is or are
any.
(b) When only one of the Directors of the Company is for the time being in India, the Balance Sheet and the
Profit and Loss Account shall be signed by such Director, but in such case there shall be attached to the
Balance Sheet and the Profit and Loss Account a statement signed by him explaining the reason for non-
compliance with the provisions of the above item (a).
(2) The Balance Sheet and the Profit and Loss Account shall be approved by the Board of Directors before they are
signed on behalf of the Board in accordance with the provisions of this Articles and before they are submitted
to the Auditors for their report thereon.
217
Shri Nataraj Ceramic And Chemical Industries Limited
150. The Profit and Loss Account shall be annexed to the Balance Sheet and the Auditor’s Report (including the Auditors’
separate, special or supplementary report, if any) shall be attached thereto.
151. (1) Every Balance Sheet laid before the Company in Annual General Meeting, shall have attached to it a Report by
the Board of Directors with respect to the state of the company’s affairs; the amounts, if any, which it proposes
to carry to any reserve in such material changes and commitments, if any, effecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which the Balance
Sheet relates and the date of the Report.
(2) The Report shall, so far, as it is material for the appreciation of the state of the Company’s affairs by its
members and will not in the Board’s opinion be harmful to the business of the Company or of any of its
subsidiaries, deal with any changes which have occurred during the financial year in the nature of the Company’s
business; in the Company’s subsidiaries or in the nature of the business carried on by them, and generally in
the classes of business in which the Company has any interest.
(3) The Board shall also give the fullest information and explanation in its Report or in cases falling under the
proviso the Section 222 of the Act in an addendum to that Report, on every reservation, qualification or
adverse remark contained in the Auditors’ Report.
(4) The Board’s Report and Addendum (if any) there to shall be signed by its Chairman if he is authorized in that
behalf by the Board; and where he is not so authorized shall be signed by such member of Directors as are
required to sign the Balance Sheet and the Profit and Loss Account of the Company by virtue of sub-clause (1)
Article 149.
(5) The Board shall have the right to charge any person not being a Director with the duty of seeing that the
provisions of sub-clauses (1) to (3) of this Article are complied with.
152. Every Balance Sheet and Every Balance Sheet and Profit and Loss Accounts of the Company when audited and
adopted by a general meeting shall be conclusive expect as regards any error discovered their in after the adoption
thereof. Whenever any such error is discovered the account shall forth with be corrected and thenceforth shall be
conclusive.
XXVII. AUDIT
153. Every Balance Sheet and profit and Loss Account shall be audited by one or more Auditors to be appointed as
hereinafter mentioned.
154. (1) The Company at the Annual General Meeting in each year shall appoint an Auditor or Auditors to hold office
from the conclusion of that meeting until the conclusion of the next Annual General Meeting and shall, within
seven days of the appointment, give intimation thereof to every auditor so appointed unless he is a retiring
Auditor.
(2) At any Annual General Meeting, a retiring Auditor, by whatever authority appointed shall be re-appointed
unless :
(a) he is not qualified for re-appointment;
(b) he has given the Company notice in writing of his unwillingness to be re-appointed;
(c) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly
that he shall not be re-appointed; or
(d) where notice has been given of an intended resolution to appoint some person or persons in the place of
the retiring Auditor, and by reason of the death, incapacity or disqualification of that person or of all those
persons, as the case maybe, the resolution cannot be proceeded with.
(3) Where at an Annual General Meeting no Auditors are appointed or re-appointed, the Central Government may
appoint a person to fill the vacancy.
(4) The Company shall, within seven days of the Central Government’s power under sub-clause (3) becoming
exercisable, give notice of that fact to the Government.
(5) The Directors may fill any casual vacancy in the office of Auditor, but while any such vacancy continues, the
surviving or continuing Auditor or Auditors (if any) may act, but where such vacancy is caused by the resignation
of an Auditor, the vacancy shall only be filled by the company in general meeting.
218
Shri Nataraj Ceramic And Chemical Industries Limited
(6) A person, other than retiring Auditor, shall not be capable of being appointed at an Annual General Meeting
unless special notice of the resolution for appointment of the person to the office of Auditor has been given by
a member to the Company not less then fourteen days before the meeting in accordance with section 190 of
the Act. The Company shall send a copy of any such notice to the retiring Auditor and shall give notice
thereof to the members in accordance with the section 190 of the Act, and the other provisions of section 225
of the Act shall apply in the matter. The provisions of this sub-clause shall also apply to a resolution that a
retiring Auditor shall not be re-appointed.
(7) The person, qualified for appointment as Auditors shall be only those referred to in section 226 of the Act.
(8) None of the persons mentioned in section 226 of the Act as are not qualified for appointment as Auditors shall
be appointed Auditors of the Company.
155. The Company shall comply wioth the provisions of section 228 of the Act in relation to the Audit of Branch offices
of the Company, except to the extent to which by exemption may be granted by the Central Government in that
behalf.
156. The remuneration of the Auditors shall be fixed by the Company in general meeting except that the remuneration
of any Auditors appointed to fill any casual vacancy may be fixed by the Directors.
157. (1) The Auditors of the Company shall have a right of access at all times to the books and vouchers of the
Company and shall be entitled to require from the Directors and officers of the Company such information
and explanation as may be necessary for the performance of the duties of the Auditors.
(2) All notices of and other communications relating to any general meeting of the Company which any member
of the Company is entitled to have sent to him, shall also be forwarded to the Auditor of the Company and the
Auditor shall be entitled to attend any general meeting and to be heard at any general meeting which he
attends on any part of the business which concerns him as auditors.
(3) The Auditor shall make a report to the members of the Company on the accounts examined by him and on
every Balance Sheet and Profit and Loss Account and on every other document, declared by this Act to be part
of or annexed to the Balance Sheet or Profit and Loss Account, which are laid before the Company in General
Meeting during his tenure of office, and the report shall state whether, in his opinion and to the best of his
information and according to the explanations given to him, the said accounts give the information required
by the Act in the manner so required and give a true and fair view -
(i) in the case of the balance sheet, of the state of Company’s affairs as at the end of its financial years, and
(ii) in the case of the Profit and Loss Account, of the Profit and Loss for its financial year.
(4) The Auditor’s Report shall also state :
(a) Whether he has obtained all the information and explanations which to the best of his knowledge and
belief were necessary for the purpose of his audit;
(b) Whether, in his opinion, proper books of account as required by law have been kept by the Company so
far as appears from his examination of these books and proper return adequate for the purposes of his
audit have been received from branches not visited by him.
(c) Whether the report on the Account of any branch office audited under section 228 by a person other than
the Company’s Auditor has been forwarded to him as required by clause (c) and sub-section (3) of that
section and how he has dealt with the same in preparing the Auditor’s Report.
(d) Whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the report are in
agreement with books of account and return.
(5) Where any of the matter referred to in lcause (3) (i) and (ii) and (4) of this article is answered in the negative or
with a qualification, the Auditor’s Report shall state the reasons for the answer.
XXVIII. DOCUMENTS AND SERVICE OF DOCUMENTS
158. A document (which expression for this purpose shall be deemed to include and include any summons, notice,
requisition, process, order, judgement or any other document in relation to or in the winding up of the Company)
may be served or sent by the Company on or to any member in the manner prescribed by section 53 of the Act.
219
Shri Nataraj Ceramic And Chemical Industries Limited
159. Subject to the provision of the Act, any document required to be served or sent by the company on or to the members,
or any of them and not expressly provided for the these presents, shall be deemed to be duly served or sent if
advertised once in one daily English and one daily vernacular newspaper circulating in the neighbourhood of the
registered office of the Company.
160. Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall
be bound by every document in respect of such share which, previously to his name and address being entered on
the Registered of Members, shall have been duly served on or sent to the person from whom he derives his title to
such share.
161. All notice to be given on the part of members shall be left at or sent by registered post to the registered office of the
Company
162. Any notice to be given by the Company shall be signed by such Director or Secretary of Officer as the Board mayappoint. The signature on any notice to be given by the Company may be written or printed or lithographed or beaffixed by any other mechanical means.
XXIX. AUTHENTICATION OF DOCUMENTS
163. Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring authenticationby the Company may be signed by a Director or Secretary or an authorised Officer of the Company and need not beunder its seal.
XXX. WINDING UP
164. If the Company shall be wound up, and the assets available for distribution among the members as such shall beinsufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, thelosses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up (otherthan the amount of calls paid in advance) at the commencement of the winding up, on the shares held by themrespectively, and if in a winding up, the assets available for distribution among the members shall be more thansufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall bedistributed amongst the members in proportion to the capital at the commencement of the winding up or which oughthave been paid on the shares held by them respectively. But this clause is to be without prejudice to the rights of theholders of shares issued upon special terms and conditions.
165. (1) If the Company shall be wound up, the Liquidator may with the sanction of Special Resolution of the Companyand any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or anypart of the assets of the Company, whether they shall consist of property of the same kind or not.
(2) For the purpose aforesaid, the Liquidator may set such value as he deems fair upon any property to be dividedas aforesaid and may determine how such divisions shall be carried out as between the members or differentclauses of members.
(3) The Liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trustfor the benefit of the contributories as the Liquidator, with the like sanction, shall think fit, but so that nomembers shall be compelled to accept any shares or other securities whereon there is any liability.
XXXI. SECRECY CLAUSE
166. No member shall be entitled to visit or inspect the Company’s work without the permission of the Board or Manageror Secretary to acquire discovery of or any information respecting any detail of the Company’s trading or any matterwhich is or may be in the nature of a trade secret, mystery of trade secret or process which may relate to the conductof the business of the Company and which in the opinion of the Board, it will be inexpedient in the interest of themembers of the Company to communicate to the public.
XXXII. INDEMNITY AND RESPONSIBILITY
167. (a) Subject to the provision of Section 201 of the Act, every Director, Manager, Secretary and other Officer oremployee of the Company shall be indemnified by the Company against all liability incurred by him as suchDirector, Manager, Secretary or Officer or employee and it shall be duty of Directors to pay out of funds of the
Company all costs, losses and expenses (including traveling expenses) which any such Director, Manager,
Secretary or Officer or employee may incur or become liable to by reason of any contract entered into or act or
deed done by him as such Director, Manager, Secretary or Officer or Employee or in any way in the discharge
of his duties.
220
Shri Nataraj Ceramic And Chemical Industries Limited
(b) Subject as aforesaid, every Director, Manager, Secretary or other officer or employee of the Company shall be
indemnified against any liability incurred by them or him indefending any proceedings whether civil or
criminal in which judgment is given in their or his favour or in which he is acquitted or discharged or in
connection with any application under Section 633 of the Act in which relief is given to him by the Court.
168. Subject to the provisions of Section 201 of the Act, no Director or other officer of the Company shall be liable for the
acts, receipts, neglects or defaults of any other director for joining in any receipt or other act of conformity or for
any loss or expense happening to the Company through insufficiency or deficiency of title to any property acquired
by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortuous act of any person, company, body corporate or corporate or corporation with
whom any money, securities or effects shall be entrusted or deposited or for any loss occasioned by any error of
judgment, oversight on his part, or for any other loss or damage or misfortune whatsoever which shall happen in
the execution of the duties of his office or in relation thereto, unless the same happens through willful misconduct
or neglect or dishonesty.
221
Shri Nataraj Ceramic And Chemical Industries Limited
SECTION X- OTHER INFORMATION
MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION
The Contracts referred to in para (A) below which are or may be deemed material, have been entered into by the Company.
The contracts together with the documents referred to in paragraph (B) below, copies of all of which have been attached to
the copy of this Letter of Offer may be inspected at the Registered Office of the Company between 11.00 a.m. and 1.00
p.m. on any working day from the date of this Letter of Offer until the closing of the subscription list.
A. MATERIAL CONTRACTS
1. Copy of Memorandum of Understanding dated September 15, 2008 between SNCCIL and Chartered Capital and
Investment Limited (Lead Manager), Lead Manager to the Issue.
2. Copy of Memorandum of Understanding dated June 16, 2009 between SNCCIL and D & A Financial Services (P)
Limited (Co-Lead Manager), Co-Lead Manager to the Issue.
3. Copy of Memorandum of Understanding dated September 15, 2008 between SNCCIL and Chartered Capital and
Investment Limited (Lead Manager), Lead Manager to the Issue.
4. Copy of Memorandum of Understanding dated September 10, 2008 between SNCCIL and Karvy Computershare
Private Limited, Registrar to the Issue.
5. Letter of Appointment dated May 27, 2008 from the Issuer Company appointing Chartered Capital and Investment
Limited as Lead Manager to the Issue.
6. Letter of Appointment dated June 16, 2009 from the Issuer Company appointing D & A Financial Services (P)
Limited as Co-Lead Manager to the Issue.
7. Engagement Letter dated June 23, 2008 to M/s Zenith India Lawyers, Advocates & Solicitors appointing them as
Legal Advisor to the Issue.
8. Copy of Tripartite Agreement dated May 28, 2002, among CDSL, the Company and Karvy Computershare Private
Limited (then Karvy Consultants Ltd.).
9. Copy of the Contracts for appointment and fixing the remuneration of Mr. Deepak Thombre and Mr. C. Nagaratnam
dated October 27 2008 and February 23, 2009.
B. DOCUMENTS FOR INSPECTION
1. Memorandum of Articles and Articles of Association of SNCCIL.
2. Certificate of Incorporation dated June 21, 1973.
3. Certificate of commencement of business dated Septemeber 27, 1973
4. Fresh Certificate of Incorporation dated November 01, 1983 consequent upon change of name of the company from
Dalmia Ceramic Industries Limited to Shri Nataraj Ceramic and Chemical Industries Limited.
5. Resolution Passed by the Board of Directors at their meeting held on September 09 2008 for the proposed Issue.
6. Consents of the Directors, Auditors, Lead Manager to the Issue, Legal Advisor to the Issue, Bankers to the Issue,
Bankers to the Company and Registrars to the Issue, to include their names in the Letter of Offer to act in their
respective capacities.
7. Appointment of Company Secretary as Compliance Officer.
8. Certificate of Sources and Deployment Funds Certificate dated June 25, 2009 from N. K. Bansal & Co. Chartered
Accountants.
9. The Report of the Auditors, M/s. S. S. Kothari Mehta & Co, Chartered Accountants, as set out herein dated June 27,
2009 in relation to the restated financials of the Company for the last five financial years.
10. Letter dated June 27, 2009 from the Auditors of the Company confirming Tax Benefits as mentioned in this Letter
of Offer.
11. Copies of Annual report of the Company for the year ended March 31, 2005, March 31, 2006, March 31, 2007,
March 31, 2008 and March 31, 2009.
222
Shri Nataraj Ceramic And Chemical Industries Limited
12. Copy of listing application made to MSE, CSE and DSE for permission to list the Equity Shares offered through this
Letter of Offer and for an official quotation of the Equity Shares of the Company.
13. Copy of in-principle listing permission received from MSE, CSE and DSE vide MSE’s letter no. MSE/SEC/738/407/
08, dated September 25, 2008, CSE’s letter no. CSEA/LD/528/2008, dated November 17, 2008 and DSE’s letter no.
DSE/LIST/4857/NR/3725, dated October 03, 2008.
14. Final observation letter No. SRO/PMD/IMID/EIF/2009 dated February 18, 2009 issued by SEBI for the Issue.
15. Due Diligence Certificate dated September 16, 2008 issued by Chartered Capital and Investment Limited.
16. Copy of Agreements in respect of the registered office of the Company.
17. Copy of Agreements in respect of the other properties/offices of the Company.
18. Complaints received from investors in respect of the Letter of Offer filed with SEBI and Company’s & the Lead
Managers responses to them.
19. Copy of the offer documents of the previous Public Issue made in 1984.
Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so
required in the interest of the Company or if required by the other parties, without reference to the shareholders subject
to compliance of the provisions contained in the Companies Act and other relevant statutes.
223
Shri Nataraj Ceramic And Chemical Industries Limited
DECLARATION
All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the
guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Letter
of Offer is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992
or rules made there under or guidelines issued, as the case may be. We further certify that all the disclosures made in this
Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS OF THE COMPANY
Sd/-
Shri.Deepak Ambadas Thombre
Managing Director & CEO
Sd/-
Shri.C. Nagaratnam
Director
Sd/-
Shri. N. Gopalaswamy*
Director
Sd/-
Shri. Pradeep Dayal Mathur
Director
Sd/-
Shri. C.N. Maheshwari
Company Secretary, Compliance Officer and CFO
Place: New Delhi
Date: 7th July, 2009
*through his duly constituted attorney