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Your Directors are pleased to present the 50th Annual Report and Audited Financial Statements of your Company for the year ended March 31, 2010.
 
Financial Results: (Rs. in lacs) (Rs. in lacs)
Parameters 2009-10 2008-09
Gross revenue 84,964 67,060
Less excise duty 4,699 5,081
Net revenue 80,265 61,979
EBITDA 15,480 11,279
Profit before taxation and extraordinary items
6,568 6,831
Less extraordinary item . 1,153
Profit before taxation 6,568 5,678
Less provision for taxation 1,325 1,663
Profit after taxation 5,243 4,015
Add balance brought forward 11,648 9,163
Amount available for appropriation 16,890 13,178
Appropriations    
Transferred to General Reserve 600 500
Proposed dividend on equity shares 1,101 880
Corporate dividend tax 186 150
Balance carried forward 15,003 11,648
 
  Following a moderate slowdown, the Indian economy bounced back in 2009 -10. The Government's fiscal stimulus accelerated the economic recovery and put to rest concerns related to economic stability. In this backdrop, HSIL continued with its robust performance, reporting a significant rise across all operating and performance parameters. In 2009-10, HSIL achieved a 26.70% increase in gross revenue, 37.25% increase in EBITDA, 48.64% increase in cash profit and 30.57% increase in the post-tax profit. The operating margins and net profit margins strengthened to 19.63% and 6.65%, respectively. The following reasons were the major contributors to this commendable performance:

 
Application of differentiated strategy in positioning the Company's products
 
Continuous modification in the product offering, based on the consumer preference and demand
 
Increased focus on the value-added product segment
 
Rationalisation of energy consumption and other major operational costs
 
Undertaking process innovation for better capacity utilisation
 
Enhanced production in the Container Glass Division with fully operational activities in the new glass unit at Bhongir
 
The Company continued to focus on ensuring a strong balance sheet together with a consistently growing Profit and Loss account. The debt equity was maintained at a comfortable 1.25 with a strong interest cover of 3.86. The reserves (excluding Business Reconstruction Reserve) stood at Rs 37,907 lacs and the total net worth of the Company increased to Rs. 39,008 lacs.
  Business Division Review
  Building Product Division:
Performance in 2009-10

The divisional revenues increased 17.14%, mainly on account of higher realisations from the premium products segment.
  Major initiatives
 
Organised numerous architects and plumbers meet, covering over 2,500 architects; organized plumber meets reaching out to 10,000 plumbers, to strengthen the post-sale service offering
 
Introduced several water-saving green products like four-litre flushing closets and waterless urinals
 
Strengthened distribution channel to deepen market reach
 
Enhanced production efficiencies through improved in-process innovations
   
  Container Glass Division:
Performance in 2009-10 :
 
The divisional revenues increased 42.66%, on account of additional sale generated with the fully operational new unit at Bhongir, as well as diversification to premium products to service the varying customer demands.

Major initiatives
 
Stabilised operations at the new unit
 
Optimised fuel consumption and enhanced productivity through improvement in the operational speed of the machines
 
Strengthened quality checks
 
Introduced Narrow Neck Press and Blow technology in collaboration with Weigand Glass of Germany, a leading player in glass manufacturing
 
Secured and strengthened raw material supplier base
   
  Acquisition oF Faucet Business oF Havells india limited
  On March 16, 2010, the Company signed a Business Transfer Agreement with the intent to acquire the chrome plated brass bathroom fittings business division of Havells India Ltd., under the brand 'Crabtree'. The plant is situated at Bhiwadi, Rajasthan. The legal and physical possession of this undertaking was transferred to Company w.e.f. May 1, 2010.

The acquisition is aligned with our business intent of expanding our activity and market share in the chrome plated bathroom fittings industry segment in India. We plan to become the number two player in the segment.
   
  Scheme of Arrangement
  A Scheme of arrangement under Section 391-394 of The Companies Act, 1956 ('the scheme') between the Company and its equity shareholders was approved by the shareholders at the court convened meeting held on November 7, 2009 and sanctioned by Hon'ble High Court in Calcutta on March 26, 2010.

Under the scheme certain immovable properties in the form of Land and Buildings have been reinstated at their respective fair values as valued by a recognised valuer w.e.f. April 1, 2009, the appointed date for the scheme. The amount of such revaluation being Rs. 23,500 lacs has been transferred to separate reserve account titled as Business Reconstruction Reserve.

The scheme enables the Company to utilise the Business Reconstruction Reserve for writing off certain expenses as specified therein. The scheme has been given effect to in the accounts for the year ended March 31, 2010.
   
  Dividend
  Your Directors recommend for the consideration of the members, at the Annual General Meeting, payment of dividend of Rs. 2.00 per share on equity shares of face value of Rs. 2 each for the year ended March 31, 2010, the total outgo including tax thereon will be Rs. 1,287 lacs.
   
  Appropriations
  It is proposed to transfer Rs. 600 lacs to the General Reserve while Rs. 15,003 lacs is proposed to be retained in the Profit and Loss account.
   
  Management Focus
  HSIL is a leading player in both Building Products and Container Glass industry catering to the customers growing demand. It endeavors to maintain a long-term association with the customers by satisfying their evolving needs.

The management's focus is on building the business model to serve customers 24x7, with the intent to grow in the expanding domestic / international market. The aim is not only to serve the customers but to maintain a life-long connect.

Your Company seeks to achieve sustainable growth by providing value-added services to its customers, dealer network, sub dealers and institutional partners.

In order to achieve this, the internal impetus is on increasing production efficiencies, people productivity, process controls and innovative practices. The management also seeks to invest in good governance and fiscal discipline in accordance with the best practices relevant globally.
   
  Directors
  Mr. Binay Kumar, Mr. S.B. Budhiraja and Mr. Vishal Marwaha, are liable to retire by rotation and being eligible, have offered themselves for re-appointment.
   
  Share capital
  During 2009-10, the Company has increased its Authorised Capital from Rs. 150,000,000/- (Rupees fifteen crore) to Rs. 200,000,000/- (Rupees twenty crore) divided into 100,000,000 (Ten crore) Equity Shares of Rs. 2/- each.
   
  Corporate Governance
  Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. The Corporate Governance Report and a certificate from the Company's statutory auditors, regarding compliance of the conditions of Corporate Governance, are attached with the Report and form an integral part thereof.

Further, the Management Discussion and Analysis report is appended to and forms a part of the Annual Report.
   
  Wholly owned subsidiaries
  As per the requirement under Section 212 of the Companies Act, 1956, the Annual Report of the Company's subsidiaries for the year ended March 31, 2010, is attached to the Company's Balance Sheet. Also, the statement as required under Section 212 (3) is annexed to this Report.
   
  Fixed deposit
  Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.
   
  Statutory disclosures
  Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, are annexed to this Report.
   
  Awards and Recognition
  The Company was recognised through following awards:
 
'Business Superbrand India'
 
Reader Digest 'Trusted Brands Platinum Award'
 
Golden Peacock National Quality Award
 
4Ps India's ‘100 most Valuable Brands'
 
The Bizz Award 2010
 
2010 IMM Award for Excellence
 
Capxeil Award and IES Excellence Award 2010
   
  Directors' Responsibility statement pursuant to section 217 (2aa) oF the companies act, 1956
  Your Directors hereby confirm that in the preparation of annual accounts, the applicable accounting standards and provisions of Court approved scheme were followed along with proper explanation relating to material departures if any.

Your Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period.

Your Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.
   
  Conservation of energy, Technology Absorption and Foreign exchange Earnings / Outgo
  Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, is annexed to this Report.
   
  Auditors
  The Auditors M/s Walker, Chandiok & Co., Chartered Accountants will hold office until conclusion of the ensuing Annual General meeting and are recommended for reappointment. Auditors have confirmed that their re-appointment, if made, shall be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor's Report, are self-explanatory and therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.
   
  Internal audit
  The Company has an adequate system of internal control to ensure compliance with policies and procedures. Internal audit of all the units/divisions of the Company is regularly carried out to review the internal control systems. The internal auditors evaluate the adequacy of internal controls and independence of the audit is ensured by their direct reporting to the Audit Committee of the Board.
   
  Appreciation
  Your Directors wish to place on record their sincere appreciation for the support and cooperation extended by all dealers, financial institutions, banks, customers, employees, all the stakeholders of your Company, Government of India and State Governments and look forward to their continued support in the years ahead.
   
  For and on behalf of the Board of Directors
 
Place: Gurgaon Rajendra K Somany
Date: May 20, 2010 Chairman and
  Managing Director
   
  Annexure to Director’s Report
 
A. Conservation of energy
 
(A) Energy Conservation Measures Taken:
 
Optimisation of LPG vaporiser by adjusting pressure and temperature
 
Reduction of Lehr height from 400 mm to 260 mm to contain heat energy loss
 
Modification of process equipments to operate at 4 bar air pressure in place of 7 bar
 
Replacement of old pumps with new, energy efficient pumps
 
Reduction of heat tracing line temperature set point from 80oC to 70oC in fuel tank through process modifications
 
Provision of auto drain valves for moisture separators to arrest air leakages
 
Implementation of Thermography recommendations to arrest heat losses and unexpected failures in electrical distribution system
 
Installation of capacitor banks to improve power factor resulting in the reduction of energy cost
 
Installing transformer for reduction of voltage from 250 V to 230 V and ensuring constant supply
 
Replacing 400 W MV lamps with 250 W MV for electricity conservation
 
Optimisation of compressed air discharge pressure for IS Machine Blowing leading to reduction in air pressure by 4 PSI
 
Usage of low pressure compressed air for combustion instead of high pressure air
 
Segregation of mould cooling air for blank side and mould side and optimising blower pressure to reduce power consumption
 
Installation of transparent roofing sheets to allow natural light in production areas
 
Usage of high quality raw materials with controlled grain size and moisture to save energy and enhance furnace output
 
Installation of Turbo Ventilators in the plant for heat extraction, replacing electrical exhaust fans
 
Maximisation of waste heat utilisation from kilns
 
Shutting down of high fuel consuming Kiln
   
 
(b). Additional investment and proposals for reduction of consumption of energy :
 
Modification of verti flow blower pipeline and main conveyor cooling for better control and energy conservation for IS Machines
 
Increasing loading density in Kilns to reduce LPG consumption per tonne
 
Modernisation of old casting shop of Bahadurgarh plant with AHUs and phasing out of old boiler
 
Ducting to be placed in the Bibinagar facility to use waste heat
   
 
(c). Impact of the above measures at reduction of energy and consequent impact on cost of production:
 
Bhadurgarh plant: Energy reduction of 10% approximately
 
Bibinagar plant: Energy reduction of 9.2% approximately
 
Glass plants: Saving of Rs. 114 lacs in energy cost.
   
  Total energy consumption and energy consumption per unit of production as per Form a (applicable to Container glass division) was as under:
   
  Form ‘A’
 
Particulars 2009-10 2008-09
A) POWER AND FUEL CONSUMPTION    
  1. a) Electricity (purchased)    
      units (KWH) 108,143,410 73,228,223
      Total amount (Rs.) 294,834,534 196,571,944
      Rate / unit 2.86 2.68
    b) Own generation    
      Units (KWH) 3,657,757 1,728,289
      Unit per LT of fuel oils 4.85 4.08
      Rate / unit 5.74 6.44
    c) Total (A + B)    
      Units (KWH) 106,801,167 74,956,512
      Total amount (Rs.) 315,830,059 207,702,125
      Rate / unit 2.96 2.77
  2. Fuels (coal, HSD, LDO, LPG and LSHS)    
      Quantity in MT 42,578 25,185
      Value (Rs.) 1,160,100,555 731,190,522
      Rate / MT 27,246 29,033
B) CONSUMPTION PER MN PIECES OF PRODUCTION    
  Glass bottles (production in mn pieces) 1,176 868.53
  Electricity (KWH) 90,851 86,303
  Fuels (coal, HSD, LDO, LPG and LSHS) 36.22 29.00
   
 
B. Technology absorption
 
a) Specific areas in which R&D was carried out by the Company
 
Glass business entered into a Technical Support Agreement on long term basis with M/s. Neue Glaswerke GroBreitenbach GmbH & Co. KG, Germany (Weigand Glass), one of the leading and the most efficient Container Glass Manufacturers in the world. The technical support will include the entire process from raw material selection to final inspection of the product
 
Research for more cost-effective raw material alternatives and direct sourcing to substitute the depleting raw materials currently used
 
Container glass division will train its engineers with latest manufacturing techniques. This initiative will result in a sustainable advantage by reducing container weights, improving operating speed and quality
 
Development of antibacterial coatings / glaze on Sanitaryware
   
 
b) Future plan of action
 
Development of new technologies for reducing overall weight of bottles
 
Development of an alternative to Nano Coatings on Sanitaryware
 
Expenditure on R&D   (Rs. mn)
  2009-10 2008-09
Capital expenditure - -
Recurring expenditure 24.67 14.12
Total
Total R&D expenditure as a % of total building products revenue 0.06% 0.04%
     
   
 
3. Foreign exchange earnings and outgo
   
  Activities and initiatives
  A number of new products were developed and exported. The export team was strengthened for better direct market penetration overseas, especially for Southeast Asia and other developed countries. Better strategies were formulated for more aggressive development of international opportunities.
   
 
    (Rs. mn)
  2009-10 2008-09
Earnings in foreign exchange 1975.49 2686.59
Expenditure on foreign exchange:    
Raw material, spare parts and others 10275.99 7688.68
Capital equipments 1432.05 84.45
   
  For and on behalf of the Board of Directors
 
Place: Gurgaon Rajendra K Somany

Date: May 20, 2010
Chairman and Managing Director
   
  Statement regarding subsidiary companies pursuant to Section 212 (3) of the Companies Act, 1956
   
  (Rs. mn)
 
1. Name of Subsidiary AGI Glasspack Ltd. HSIL Associates Ltd. Hindware Home Retail Pvt. Ltd. Halis International
Ltd.*
Alchemy International Cooperatief U.A. (Sub. Of Halis International Ltd.) Haas International B.V. (Sub. Of Alchemy International Cooperatief U.A.)
2. Financial year March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010 March 31, 2010
3. Holding company's interest 100% 100% 100% 100% 0.64% -
4. Shares held by holding company in subsidiary (number) 4,449,517 50,000 9,000,000 65,000 180* -
5. The net aggregate of profits / (losses) for the current financial year of the subsidiary so far as it concerns the members of the holding company
(a) Dealt with or provided for in the accounts of the holding company
(b) Not dealt with or provided for in the accounts of the holding company



(1.45)




0.04




(860.96)




(4.42)




(4.62)




(6.46)

6. The net aggregate of profits / (losses) for the previous financial year of the subsidiary so far as it concerns the members of the holding company
(a) Dealt with or provided for in the accounts of the holding company
(b) Not dealt with or provided for in the accounts of the holding company



(0.18)






(0.18)




(841.07)




(1.20)











   
  * This denotes member's contribution in Euros.
   
 
Ruchika Gupta V.K. Ajmera
Company SecretaryVice President (Corporate Finance)
Sandip Somany Rajendra K Somany
Joint Managing DirectorChairman and Managing Director
  Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the financial year ended March 31, 2010
   
 
Name of the Employee Designation & Nature of Employment Qualification Experience (years) Date of Employment Age (years) Remuneration Received (Rs.) Last Employment held and designation
A. Employed throughout the period and in receipt of remuneration not less than Rs. 2,400,000 for the period
Mr. Rajendra K Somany Chairman and Managing Director (Contractual) B.Com., FI(Cem.), FBIM(U.K.), LFIMA 55 October 1, 1965 73 287,69,820
Mr. Sandip Somany Joint Managing Director Contractual B.Com., Diploma in Ceramics (USA) 25 October 1, 1985 47 266,37,400
Mr. R.B. Kabra President, Building Products Division B.Com., FCA, ACS 29 September 7, 1981 52 1,05,82,900 Hyderabad Asbestoes Ltd. Chief Accountant
Mr. Arun Kumar D. President - AGI B.E. (Mechanical) 38 December 2, 1996 63 78,69,256 Nagarjuna Acqua Ltd. President
Mr. Manoj Kumar Kar Sr. Vice President (Operations) - AGI B.E. (Hons.) 23 February 5, 2007 47 25,97,402 Eveready Industries India Ltd. G.M. (Works)
Mr. V Vijay Sanker Sr. Vice President- AGI B.Com (Hons.) 42 January 1,1984 62 25,88,413 SPL Ltd. Commercial Executive
Mr. Sanjay Kalra Sr. Vice President (Sales) - BPD B.Sc., MBA 26 April 29, 2002 48 44,01,150 Pedilite Industries Ltd. D.G.M.
Mr. J.K. Somani Sr. Vice President - BPD B.Com., ACS 32 June 16, 1977 53 51,83,017 - -
Mr. Sanjay Gaur Vice President (H.R.) - BPD B.Com., MBA 20 December 04, 2006 43 46,72,623 Bharti Airtel Ltd. G.M., HR
Mr. Ajay Seth Vice President (Services) - BPD B.E.(Elect), MBA 20 September 10, 2007 42 42,68,187 Reliance Industries Ltd. G.M., Service
Mr. S.S. Kamath Vice President (Works) - BPD B.Tech. 27 December 20, 2005 49 43,63,000 ACC Ltd. Vice President, Works
Mr. S.P. Chandra Vice President (Production) - AGI B.Sc., Dip. Mech. Engg. 38 October 19,1982 65 29,47,018 Hindustan National Glass Ltd. Production Supervisor
Mr. V.K. Ajmera Vice President, (Corporate Finance) B.Com(H), F.C.A. 31 May 19,1990 55 29,54,879 Modi Alkalies Ltd. Manager (Accounts)
Mr. C.P. Suresh Vice President (Marketing) -AGI B.Sc. P.G.D.B.M. 35 November 9,1977 60 25,72,612 - -
Mr. Anil Chandani Associate .V. P. (Corporate Finance) B.Com. (H), FCA, FCS, AICWA, DBF 19 April 21, 2008 42 32,43,619 GHCL Ltd. G.M., Corporate Finance
Mr Venkat Ramana Reddy N Sr. G.M.(Sales) - BPD MBA 25 July 11, 1990 48 30,84,478 Madhusudan Ceramics Ltd. Sales Officer
B. Employed for part of the period and in receipt of remuneration not less than Rs. 200,000 per month
Mr. Santosh Nema President (Market and Business Operation) - BPD PGDBM (IIM-A) 27 September 21, 2009 51 42,88,000 Cera Sanitaryware Ltd. CEO & Director
Mr. Sanjiv Dham A.V.P. ( Head Faucets) - BPD B.E, Diploma in Mech, M.A 34 September 04, 2009 53 15,92,500 Havells India Ltd. Vice President
Mr. Vijay Sati V.P., Supply Chain, BPD B.E. (Civil), MBA 20 July 14,2008 45 39,61,339 HCL Technologies Head Commercial
Mr. Direndra Kumar Suri Head, Faucets Division MBA 17 June 10, 2003 42 20,71,967 Ess Ess Ltd. Country Manager
  Notes:
 
1. Employees named above are/were wholetime employees of the Company as per the Company's terms and conditions.
   
2. Mr. Rajendra K Somany, Chairman and Managing Director and Mr. Sandip Somany, Joint Managing Director are related to each other. None of the other employees are related to any of the Directors of the Company.
   
3. Mr. Rajendra K Somany, Chairman and Managing Director and Mr. Sandip Somany, Joint Managing Director are promoters of the company and except them no other employee holds 2% or more of the equity share capital of the Company.
   
4. Remuneration received includes Gross Salary, Bonus, Commission, performance incentive, ex-gratia, actual expenditure for provision of rent free accommodation or benefits or amenities, house rent allowance, medical expenses, leave travel assistance, other allowances, reimbursement of gas, water and electricity expenses. Company's contribution to provident fund, employee pension scheme, gratuity fund and provision of car valued as perquisites in accordance with rules under the Income Tax Act, 1961.
  For and on behalf of the Board of Directors
   
 
Place: Gurgaon Rajendra K Somany
Date: May 20, 2010 Chairman and Managing Director