BOARD OF DIRECTORS. Mr. D. D. Chopra Chairman Emeritus. Mr. MICHEL YBERT. Chairman MS. QUITTERIE MR. S. MUKERJEE.

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1 ALBRIGHT & WILSON CHEMICALS INDIA LTD. 45 th ANNUAL REPORT 2010

2 BOARD OF DIRECTORS Mr. D. D. Chopra Chairman Emeritus MR. S. N. TALWAR Chairman Mr. MICHEL YBERT MR. CHEN PU Mr. IAN BROWN MS. QUITTERIE DUPONTREUE-dE-PELLEPORT MR. S. MUKERJEE MR. RANJIT PANDIT MR. Yogesh thar MR. THOMAS LEUTNER Managing Director

3 Albright & Wilson Chemicals India Ltd. Annual Report 2010 DIRECTORS D. D. Chopra Chairman (upto ) Chairman Emeritus (w.e.f ) S. N. Talwar Chairman (w.e.f ) Michel Ybert (Alt. Ms. Quitterie Dupontreue De Pelleport) Chen Pu Ian Brown (Alt. S. N. Talwar) Ranjit Pandit S. Mukerjee Yogesh Thar Thomas Leutner Managing Director AUDIT COMMITTEE Yogesh Thar S. Mukerjee D. D. Chopra Thomas Leutner Chairman LEGAL COUNSEL & CORPORATE SECRETARY C. Napoleon AUDITORS B S R & Company SOLICITORS Crawford Bayley & Company BANKERS State Bank of India Corporation Bank BNP Paribas REGISTERED OFFICE Phoenix House, A Wing, 4th Floor 462, Senapati Bapat Marg Lower Parel (West) Mumbai REGISTRARS & SHARE TRANSFER AGENTS Link Intime India Private Limited C-13 Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai Tel.: WORKS 1. AMBARNATH Dist. Thane, Maharashtra 2. ROHA Dist. Raigad, Maharashtra CONTENTS Notice 3 Directors Report 5 Corporate Governance Disclosures 8 Auditors Report 19 Balance Sheet 22 Profit & Loss Account 23 Schedules to the Account 24 Cash Flow Statement 51

4 Albright & Wilson Chemicals India Ltd. 2 Annual Report 2010

5 NOTICE Notice is hereby given that the 45th Annual General Meeting of the Company will be held on 17th June, 2011, at a.m. at the Convention Hall, Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Nariman Point, Mumbai to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited balance sheet as at 31st December, 2010, the profit & loss account for the year ended 31st December, 2010 and the reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Ian Brown, who retires by rotation, and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Chen Pu, who retires by rotation, and being eligible, offers himself for re-appointment. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification, as an Ordinary resolution, the following: RESOLVED THAT subject to the provisions of Sections 224, 225 and other applicable provisions, if any, of the Companies Act, 1956 M/s. B S R & Co., Chartered Accountants, Mumbai be appointed as Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors, plus service tax and out of pocket expenses. 5. To consider and if thought fit, to pass with or without modification, as a Special resolution, the following: RESOLVED that, in terms of the provisions of Section 309 (4) (b) and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the financial institutions, if required, the directors (other than the directors not resident in India but including the alternate directors who are resident in India) who are neither in the whole time employment of the Company nor the Managing Director of the Company be paid for a period of five financial years of the Company commencing from 1st January, 2011 remuneration by way of commission not exceeding 1% of the net profits of the Company. RESOLVED FURTHER that the manner and quantum of actual payment of the aforesaid commission to each of the said Directors be decided by the board of Directors from time to time. RESOLVED FURTHER that the aforesaid commission shall be exclusive of the fees payable to such directors for attending the meetings of the Board or Committees thereof. By order of the board, Mumbai 23rd February, 2011 C. Napoleon Legal Counsel & Corporate Secretary Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll instead of himself and a proxy need not be a member. To be effective, proxies must be received by the Company at its Registered Office not less than Forty Eight hours before the commencement of the meeting. 2. The register of members and the share transfer books of the Company will remain closed from 11th June, 2011 to 17th June, 2011 (both days inclusive). 3. Shareholders are requested to notify change of address, if any, and details of their bank account to the Company. 4. For the convenience of shareholders, attendance slip is annexed to the proxy form. Shareholders are requested to affix their signatures at the space provided therefore and hand over the attendance slip at the entrance of the place of meeting. Proxy/Representative of a shareholder should mark on the attendance slip as proxy or representative as the case may be. Shareholders are also requested not to bring with them any person who is not a shareholder. 5. As a measure of economy, copies of the annual report will not be distributed at the annual general meeting. Shareholders are, therefore, requested to bring their copies of the annual report at the meeting. 6. To facilitate easy and cheap transactions in its shares, the Company has de-materialised its share certificates. Vast majority of the shareholders have already availed of this facility and de-materialised their shareholdings. Shareholders who have not yet de-materialised their shareholdings are requested to avail of this facility and de-materialise their shareholdings at the earliest. In case any guidance is needed, shareholders are requested to get in touch with the Secretarial Department of the Company. Annual Report

6 Albright & Wilson Chemicals India Ltd. Explanatory Statement As required by Clause 49 of the Listing Agreement executed with the Stock Exchange, the following explanatory statement sets out all material facts relating to the Special Business in the above notice. Item No. 4 B S R and Company, the Statutory Auditors, informed the Company that they do not wish to be reappointed as Statutory Auditors of the Company. The Board of Directors at their meeting held on 23rd February, 2011 recommended the appointment of B S R & Co. as Statutory Auditors of the Company. The Board commends the Resolution for approval by the Members. None of the Directors is interested or concerned in the resolution. Item No. 5 As Members are aware, the Non-Executive Directors of the Company who are resident in India, including Alternate Directors, are entitled to remuneration by way of commission. It is intended to seek approval of the shareholders to pay such commission for a period of five financial years from 1st January, All the resident non-executive directors are interested in the resolution. The Board commends the Resolution for approval by the Members. All the Non-Executive Directors including Alternate Directors are interested in the above mentioned resolution. By order of the board, Mumbai C. Napoleon 23rd February, 2011 Legal Counsel & Corporate Secretary Details of Directors seeking Re-appointment at the Annual General Meeting/Information about Alternate Director Particulars Mr. Ian Brown Mr.Chen Pu Ms. Quitterie Dupontreue (Alternate Director to Mr. Michel Ybert) Date of Birth 19th May, st June, th December, 1977 Date of Appointment 30th January, th March, nd February, 2011 Qualifications Experience in specific functional area Directorships held in other public companies (excluding foreign companies and Section 25 companies) Memberships/ Chairmanships of committees of other public companies and Shareholders/ Investors Grievance Committee) Number of shares held in the Company ACMA (Member of Chartered Institute of Management Accountants) He is working as Finance Vice President of Rhodia Asia Pacific. He has 20 Years of Industrial Experience. He has been working with Rhodia Group of Companies in various capacities since He has worked in different Companies and has wide experience in Finance. Hindustan Gum and Chemicals Limited Post Graduate in Chemistry and MBA He is the General Manager of Novecare of Rhodia Asia Pacific and in charge of all operations of Novecare business. He has been working with Rhodia Group since He has 23 Years of Industrial Experience. He has been working with Rhodia Group in various capacities. He has rich experience in Novecare business. Hindustan Gum and Chemicals Limited NIL NIL NIL NIL NIL NIL Master Degree in Corporate Law, Post Graduate Degree in Corporate and Tax Law Worked for 8 years as lawyer with International Law firms. Working with Rhodia Group as Corporate Counsel in charge of Mergers and Acquisitions in Rhodia. Hindustan Gum and Chemicals Limited 4 Annual Report 2010

7 DIRECTORS REPORT We present our report together with the audited accounts of the Company for the year ended 31st December, Financial Highlights (Rs. Lakhs) Net Sales & Processing charges Other Income Total Income Profit/(Loss) before 430 (748) Depreciation, Extraordinary items and Tax Depreciation (Loss)/Profit before (369) (1269) Extraordinary Items & Tax Exceptional Items Voluntary 1035 Retirement Scheme/ Compensation (Loss)/Profit before tax (369) (2304) Provision for taxation (3) Excess provision for taxation of 250 earlier years written back Net Profit/(Loss) after Tax (369) (2057) Add: Balance brought forward from previous year Profit available for appropriation Appropriations: (a) Proposed Dividend + Tax on dividend (b) Transfer to General Reserve (c) Balance carried to balance sheet Total Income Income from sales, processing charges and other income during the year amounted to Rs lakhs as compared to Rs lakhs in the previous year. Profit The Company incurred a loss before tax of Rs. 369 lakhs as against a loss of Rs lakhs in the previous year. The Company incurred loss in the current year mainly due to depreciation of Rs. 799 lakhs and interest of Rs. 319 lakhs relating to the new Surfactant plant situated at Roha. Considering the loss incurred by the Company, the Directors are not in a position to declare any dividend for the financial year Reserves & Surplus In view of the loss incurred by the Company no amount is transferred to General Reserve. Management Discussion and Analysis In the calendar year 2010, the Company increased its net sales by almost 70% due to the additional surfactant capacity that was operational as from June, was a year which saw unprecedented increases in raw material costs for the Company, which due to the competitive situation of the surfactant market could not be fully passed on to the customer base. As a consequence of this, and after providing the full depreciation for the investment in capacity expansion, Company suffered a net loss of Rs. 369 lakhs. The pre-depreciation result, which for the year 2009 was negative, has turned out to be positive in the year The Company is making its best efforts to sell the lease rights of the shut down Ambarnath factory. The Company has appointed a real estate company of repute to achieve this objective expeditiously. The Company has used on an average 58% of the installed capacity in the year Analysis of Operating Performance (Rs. in Lakhs) Net sales/income from operations Total operating income Total operating expense Operating profit/(loss) (452) (1277) 5. Operating profit (%) (2.76) (13.08) 6. Operating profit to capital employed (%) (10.22) (26.53) 7. Inventory Turnover (Times) Current ratio Debt : Equity ratio Production (MT) Overall capacity utilisation (%) Value of sales per employee (Rs. Lakhs) Annual Report

8 Albright & Wilson Chemicals India Ltd. Cash Flow Analysis: (Rs. in Lakhs) Sources of Funds Cash Flow from operations (762.32) Non-operation Cash Flows Increase in Bank Borrowings Sale of Fixed Assets Payment received under business purchase agreement (net of expenses) (33.68) Income tax refund Utilisation of Cash: (Rs. in Lakhs) Capital Expenditure (including plant under construction) Interest Paid Dividend (including dividend tax) Net change in working capital Net Increase/(decrease) in cash and cash equivalents (685.66) Voluntary retirement scheme/ compensation Income tax Non-operating cash flow includes interest income received on deposits with government utility companies and from income tax authority along with refunds. Increase in Bank borrowings was due to increase in working capital requirement and capital expenditure. Proceeds from sale of assets pertain to sale of Ambarnath plant assets and residential building/flats. Health, Safety & Environment The Company attaches great importance to health and safety of its employees and its neighborhood. Regular safety audits are being conducted by internal teams as well as external experts. Safety and environmental impact standards are periodically reviewed and upgraded based on these studies. The Company is committed to ensure a clean environment and make efforts to ensure that not only its premises but also the neighbourhood is not affected adversely by its operations. Group rewards are given to the employees on the basis of performance of a high level in this important area. 6 Directors Responsibility Statement To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statement in terms of Section 217 (2A) of the Companies Act, 1956: 1. That in the preparation of the annual accounts for the year ended 31st December, 2010; the applicable accounting standards have been followed along with proper explanations relating to material departures, if any. 2. That such accounting policies as mentioned in Note 1 of Schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December, 2010 and of the profit of the Company for that year. 3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. That the annual accounts for the year ended 31st December, 2010, have been prepared on a going concern basis. Directors During the year Mr. Olivier Cazalis resigned as Director with effect from 17th September, Ms. Ghislaine Bouillet resigned as Alternate Director to Mr. Michel Ybert with effect from 23rd November, Ms. Quitterie Dupontreue has been appointed as Alternate Director to Mr. Michel Ybert with effect from 2nd February, Mr. Ian Brown and Mr. Chen Pu will retire by rotation at the ensuing Annual General Meeting. Resolutions are being proposed for their reappointment. Mr. D. D. Chopra resigned as Chairman & Director w.e.f. 23rd February, 2011 (close of business hours) and has been appointed as Chairman Emeritus w.e.f. 24th February, Mr. Suresh Talwar has been appointed as Chairman w.e.f. 24th February, Annual Report 2010

9 Corporate Governance As required under Clause 49 of the Listing Agreement, disclosures on the points relating to Corporate Governance are given in Annexure-I to this report. Future Outlook The Company continues in its efforts to increase the utilization of its installed capacities, which will be crucial to achieve an improvement in the operational results. Priority is given to capitalize on the quality of its products and services as well as to optimize its industrial operations and to assure a competitive supply of raw materials. The Company is also considering enlarging its product range to utilize part of the spare capacity and to widen its customer reach and thus improve its profitability. An equally crucial action remains the identification of a potential buyer for its land in Ambarnath which could significantly reduce the Company s financial debt and interest charges and enhance the profitability. Employees As at 31st December, 2010, the Company had 175 employees. We place on record our high appreciation of the contribution of employees at all levels for their co-operation and for reduction of cost of operations, wherever possible. Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 has been annexed to this report, marked Annexure II. Energy Conservation, Technology Absorption and Foreign Exchange Earnings/Outgo The information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the annexure to this report, marked Annexure III. Auditors B S R and Company, Chartered Accountants, Auditors of the Company, have expressed their unwillingness to get themselves re-appointed at the 45th Annual General Meeting. The Board of Directors recommended to the members the appointment of B S R & Co., Chartered Accountants, as Statutory Auditors of the Company. Acknowledgement We acknowledge the support of our shareholders, suppliers, customers and banks enjoyed by the Company and look forward to their continuing patronage. Mumbai 23rd February, 2011 For and on behalf of the Board of Directors D. D. Chopra Chairman Annual Report

10 Albright & Wilson Chemicals India Ltd. Annexure I CORPORATE GOVERNANCE DISCLOSURES In terms of the Clause No. 49 of the Listing Agreement on Corporate Governance, our Company has been complying with the requirements of the said Clause to the extent and in the manner stated hereunder; (A) Company s Philosophy on Corporate Governance: The Company s philosophy on Corporate Governance envisages the attainment of transparency, accountability and equity in all facets of its operations, and in all its interactions with its stakeholders. (B) Board of Directors: The Board of Directors comprises of eight Directors (excluding Alternate Directors). Mr. Suresh Talwar, Chairman (w.e.f. 24th February, 2011), Mr. S. Mukerjee and Mr. Yogesh Thar are non-executive, independent Directors. Mr. Olivier Cazalis resigned as Director of the Company with effect from 17th September, Ms. Ghislaine Bouillet resigned as Alternate Director to Mr. Michel Ybert with effect from 23rd November, Ms. Quitterie Dupontueue has been appointed as Alternate Director to Mr. Michel Ybert with effect from 2nd February, Mr. D. D. Chopra resigned as Director and Chairman w.e.f (close of business hours) and has been appointed as Chairman Emeritus w.e.f Mr. Suresh Talwar has been appointed as Chairman w.e.f. 24th February, The Board met 5 times during 2010 on the following dates and there was less than four months gap between any two meetings: 28th January, 2010, 25th March, 2010, 29th April, 2010, 29th July, 2010 and 28th October, The Composition of the Board of Directors and related information as at 31st December, 2010: Name of the Director Category Mr. D. D. Chopra Independent Non-Executive Chairman Mr. S. Mukerjee Independent Non-Executive Director Mr. Olivier Cazalis Non-Executive Director Ms. Ghislaine Bouillet Mr. Chen Pu Mr. Michel Ybert Alternate to Mr. Michel Ybert Non-Executive Director Non-Executive Director No. of Board meetings attended Attendance at last AGM No. of Membership in Boards of other Companies* No. of Membership in Board Committees** 5 YES 2 4 (includes 1 chairmanship) 5 YES 4 2 NIL NO NIL 1 NIL NO 1 NIL NIL NO 1 NIL 1 NO 1 NIL 8 Annual Report 2010

11 The Composition of the Board of Directors and related information as at 31st December, 2010: (Contd) Name of the Director Category Mr. Ian Brown Non-Executive Director No. of Board meetings attended Attendance at last AGM No. of Membership in Boards of other Companies* 1 NO 1 NIL No. of Membership in Board Committees** Mr. Ranjit Pandit Mr. Yogesh Thar Non-Executive Director Independent Non-Executive Director 4 YES 5 NIL 5 NO NIL 1 (includes 1 chairmanship) Mr. Thomas Leutner Managing Director 5 YES 1 2 Mr. S. N. Talwar Alternate to Mr. Ian Bron 4 YES (includes 4 chairmanship) *excludes Directorships in Private Limited Companies, Foreign Companies and Companies under Section 25 of the Companies Act, 1956 and Alternate Directorships. **includes chairmanship/membership of only Audit Committees and Shareholders /Investors Grievance Committees constituted under Clause 49 of the Listing Agreement with the Stock Exchange. Key information such as annual operating plans, budgets (capital and revenue), monthly and quarterly working results, minutes of Audit Committee and other committees are made available to the Directors. The Board is informed of all material financial and commercial decisions in which any Director has personal interest or where there is any potential conflict of interest. (C) Audit Committee: This Committee comprises of three members viz. Mr. Yogesh Thar, Mr. S. Mukerjee and Mr. Thomas Leutner. It has two Independent Directors viz. Mr. Yogesh Thar and Mr. S. Mukerjee. Mr. Yogesh Thar is the Chairman of the Committee. Mr. Yogesh Thar being a Practicing Chartered Accountant has extensive financial and accounting knowledge. The other members of the Audit Committee also have long experience in business and are well-conversant with business and finance. The Legal Counsel & Corporate Secretary Mr. C. Napoleon acts as the Secretary of the Committee. The General Manager (Finance), alongwith the Statutory Auditors and the Internal Auditors are invitees to the meetings of the Committee. The quorum for a committee meeting is two Directors. The Committee held five meetings 28th January, 2010, 25th March, 2010, 29th April, 2010, 29th July, 2010 and 28th October, The Committee s powers and role are as stipulated under Clause 49 of the Listing Agreement. The Company has complied with all the applicable Accounting Standards in the preparation and presentation of its annual accounts. A Certificate to this effect by the Managing Director and Chief of Finance is submitted to the Audit Committee and the Board at the time of consideration of the accounts. (D) Remuneration Committee: The Company has a Remuneration Committee which consists of two Independent Directors viz. Mr. S. Mukerjee and Mr. Yogesh Thar. It has one Non-Executive Director viz. Mr. S. N. Talwar. The Remuneration Committee did not meet during the year. Annual Report

12 Albright & Wilson Chemicals India Ltd. Directors Remuneration for the year ended 31st December, 2010: Mr. Thomas Leutner Managing Director (with effect from 1st October, 2010) Particulars Amount (Rs. in lakhs) Salary Value of perquisites 4.91 Total Remuneration Non-Executive Indian Directors: Name Sitting Fees (Rs. in lakhs) Mr. D. D. Chopra 2,60,000 Mr. S. Mukerjee 2,60,000 Mr. Yogesh Thar 2,00,000 Mr. S. N. Talwar 80,000 Mr. Ranjit Pandit 80,000 Total 8,80,000 Shareholding by Directors: Name of Director No. of shares held Mr. D. D. Chopra 245 Mr. S. Mukerjee 15 Mr. Ranjit Pandit 8846 (E) (F) 10 None of the other Directors hold any shares in the Company. Mr. Thomas Leutner, the Managing Director has a service contract of three years from 1st October, 2009, with a notice period of three months by either party. The Company has no Stock Option Scheme for any of its Directors. Code of Conduct: The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel. All of them have affirmed their compliance with the Code during the year The Managing Director s declaration to this effect is given as Appendix 1 to this report. Shareholders /Investors Grievance Committee: Mr. S. Mukerjee, Non-Executive Director, and Mr. Thomas Leutner, Managing Director are the members of the Committee. The Legal Counsel & Corporate Secretary Mr. C. Napoleon is the Compliance Officer appointed by the Board of Directors. The Committee held three meetings during the year 2010 on 28th January, 2010, 29th July, 2010 and 28th October, The meeting was attended by all the members of the Committee. One complaint was received from shareholder during the year 2010 and the same was redressed. The Company has no outstanding grievance as at 31st December, Annual Report 2010

13 (G) General Meetings: Particulars of General Meetings held are given below: Date of previous Annual General Meetings Timing of Annual General Meetings Venue pm The Convention Hall, Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Nariman Point, Mumbai pm The Convention Hall, Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Nariman Point, Mumbai pm Walchand Hirachand Hall, Indian Merchants Chamber, Churchgate, Mumbai All the resolutions set out in the respective notices were passed by the shareholders. No special resolutions have been proposed in the last three Annual General Meetings of the Company. Resolutions passed through Postal Ballot during Shareholders passed a special resolution through postal ballot on 2nd June 2010 to dispose of all rights, title and interest in the immovable and movable assets of the Company, including leasehold land and buildings situated at Plot nos. F-2, C-8, D-2, F-3, B-25, C-7, MIDC Chemical Zone, Ambarnath , Dist. Thane, Maharashtra. (H) Disclosures: (1) Related party transactions There are no materially significant transactions made by the Company with its promoters, directors or managerial personnel, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. Details of transactions during the year ended 31st December, 2010 with fellow subsidiaries/associate companies and firms/private companies in which some of the Directors were interested as partners/ directors are given below: Names of Related Parties/Firms Relationships/ Interested Director Transaction Value (Rupees in Lakhs) Nature of Transaction Sale of Goods/Rendering of Services Rhodia Operations S.A.S., France Fellow Subsidiary Sale of Goods Rhodia Asia Pacific Pte Ltd., Singapore Fellow Subsidiary Sale of Goods Rhodia Inc. USA Fellow Subsidiary Sale of Goods Rhodia (ZHENJIANG) Chemicals Co. Ltd. Fellow Subsidiary Sale of Goods Rhodia Poliamida E Especialidades Ltd. A, Fellow Subsidiary Sale of Goods Brazil PT Rhodia Manyar Fellow Subsidiary Sale of Goods Rhodia Specialty Chemicals Wuxi Co. Ltd. Fellow Subsidiary Sale of Goods Rhodia Nicca Ltd. Fellow Subsidiary 1.42 Sale of Goods Rhodia Asia Pacific Pte Ltd., Singapore Fellow Subsidiary Rendering of Services Rhodia Polyamide Co. Ltd., Korea Fellow Subsidiary Rendering of Services Rhodia Thai Industries Ltd. Fellow Subsidiary 7.86 Rendering of Services Rhodia Poliamida E Especialidades Ltd. A, Fellow Subsidiary 4.56 Rendering of Services Brazil Annual Report

14 Albright & Wilson Chemicals India Ltd. Names of Related Parties/Firms Relationships/ Interested Director Transaction Value (Rupees in Lakhs) Nature of Transaction Rhodia Operations S.A.S., France Fellow Subsidiary 3.51 Rendering of Services Rhodia Inc, USA Fellow Subsidiary 1.75 Rendering of Services Rhodia Specialty Chemicals Wuxi Co. Ltd. Fellow Subsidiary 0.47 Rendering of Services Rhodia (ZHENJIANG) Chemicals Co. Ltd. Fellow Subsidiary 0.05 Rendering of Services Purchase of Goods/Receiving of Services/Remuneration Rhodia Asia Pacific Pte Ltd., Singapore Fellow Subsidiary Purchase of Finished Goods Rhodia Thai Industries Ltd., Fellow Subsidiary Purchase of Finished Goods Rhodia Specialty Chemicals Wuxi Co. Ltd. Fellow Subsidiary Purchase of Finished Goods Rhodia Inc, USA Fellow Subsidiary 1.08 Purchase of Finished Goods Rhodia Asia Pacific Pte Ltd., Singapore Fellow Subsidiary Receiving of Services Rhodia (China) Co. Ltd. Fellow Subsidiary 9.03 Receiving of Services Rhodia Operations S.A.S., France Fellow Subsidiary 0.88 Receiving of Services Mr. Thomas Leutner Key Management Personnel Remuneration (2) Statutory Compliance: The Company has complied with the requisite regulations relating to capital markets. There were no penalties or strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. (I) (J) 12 Means of Communication: Quarterly Financial results are taken on record by the Board of Directors and submitted to the Stock Exchange in terms of the requirements of Clause 41 of the Listing Agreement. Quarterly Financial results are normally published in Free Press Journal and Nav Shakti. The Company does not send quarterly/half-yearly results to the shareholders. The Company presently does not have any website. As and when a website is set up, the Company will display the quarterly results as well as any official news releases thereon. The Company has not made any presentations to institutional investors or to the analysts. As regards Management Discussion and Analysis, please refer to the relevant paragraph on the subject in the Directors Report. General Shareholder Information: (1) Annual General Meeting Date and Time: 17th June, 2011 at a.m. (2) Venue: Convention Hall Y. B. Chavan Centre Gen. Jagannatgh Bhosale Marg Nariman Point Mumbai Annual Report 2010

15 (3) Financial Calendar Company follows calendar year as its financial year. The results for every quarter are declared in the month following the quarter except for the last quarter, for which audited results are declared before end of March next as permitted under the listing agreement. (4) Date of Book Closure From 11th June, 2011 to 17th June, 2011 (both days inclusive). (5) Listing on stock exchanges The Company s equity shares are listed on BSE. (6) Stock code (7) Market price data (High/Low) during each month in the financial year 2010 and performance in comparison to the BSE Sensex. (8) Company s Share Price: Month Share Price Vs Sensex for 2010 High Share Price BSE Sensex Annual Report Low Variation % High Low Variation % January February March April May June July August September October November December (9) Registrar & Share Transfer Agents Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai Tel.: Fax: / rnt.helpdesk@linkintime.co.in (10) Share Transfer System Physical transfer of shares is processed by the Share Transfer Agents. Transfer of shares is effected and the share certificates are sent to the transferees within 30 days from the date of receipt, provided the relevant documents are complete in all respects. (11) Insider Trading Regulations The Company has established procedures for prohibition and regulation of insider trading in its shares, in accordance with the directions of the Securities & Exchange Board of India. Mr. C. Napoleon, Legal Counsel & Corporate Secretary is the Compliance Officer for the purpose. The Company has complied with the requirements in this regard.

16 Albright & Wilson Chemicals India Ltd. (12) Distribution of Shareholding and shareholding pattern as on 31st December, 2010 Shareholding Level No. of Shareholders No. of shares held % of Share Holding Up to to to to to to to Above TOTAL (13) Shareholding Pattern as on 31st December, 2010 Category code Category of Shareholder Number of Shareholders Total number of shares Percentage of shareholding (A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family Sub-Total (A)(1) (2) Foreign (a) Bodies Corporate Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding 3 (1) Institutions (a) Financial Institutions/Banks (b) Foreign Venture Capital Investors Sub-Total (B)(1) (2) Non-institutions (a) Bodies Corporate (b) Individuals - i. Individual shareholders holding nominal share capital up to Rs. 1 lakh ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh iii. Clearing Member iv. Non-Resident Indians (Repat) v. Non-Resident Indians (Non-Repat) vi. Foreign Companies vii. Directors & Relatives of Directors Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) Annual Report 2010

17 (14) Dematerialization of shares and liquidity: Based on SEBI directive, Company s shares are traded in dematerialized form. About 97% of total Equity Capital is held in dematerialized form with NSDL and CDSL as on 31st December, (15) There are no outstanding GDRs/ADRs/Warrants or any convertible instruments. (16) Plant Locations: Ambernath Plant: MIDC Chemical Zone, Ambernath, Dist. Thane, Maharashtra, PIN Roha Plant: MIDC Industrial Estate, Dhatav, Dist. Raigad, Maharashtra, PIN (17) Address for Correspondence: Shareholders correspondence should be addressed to the Company s Registrars & Transfer Agents at the address mentioned herein above at Sr. No. 9. Shareholders may also contact the Legal Counsel & Corporate Secretary at the registered office of the Company at the address mentioned below: Albright & Wilson Chemicals India Ltd. Phoenix House, A Wing, 4th Floor 462, Senapati Bapat Marg, Lower Parel (W) Mumbai Tel.: Fax: (18) Whistle-blower Policy The Company has not adopted the whistle-blower policy. (19) Certificate of compliance of mandatory stipulations of Corporate Governance The certificate issued by Messrs. Alwyn D souza & Co., Company Secretaries, regarding compliance of mandatory stipulations of corporate governance in terms of the listing agreement with the Stock Exchange is attached as Appendix 2 to this report. (20) The Company has presently not adopted the non-mandatory requirements set out in Annexure-1D to the Corporate Governance Code. Appendix 1 to Corporate Governance Disclosures for the year 2010 The Company has adopted a Code of Conduct for all its Directors and Senior Management Personnel, in compliance of the provisions of clause 49 of the Listing Agreement. All the Directors and Senior Management Personnel have affirmed their compliance with the aforesaid Code of Conduct during the year Mumbai Thomas Leutner 23rd February, 2011 Managing Director Annual Report

18 Albright & Wilson Chemicals India Ltd. Appendix 2 to Corporate Governance Disclosures for the year 2010 CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE To The Members Albright & Wilson Chemicals India Limited Mumbai We have examined all relevant records of Albright & Wilson Chemicals India Limited (the Company) for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited for the financial year ended 31st December, We have obtained all the information and explanations to the best of our knowledge and belief were necessary for the purpose of this certification. The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedure and implementation thereof. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. On the basis of our examinations of the records produced explanations and information furnished, we certify that: (a) the Company has complied with all the mandatory conditions of the said Clause 49 of the Listing Agreement and; (b) has not complied with the non-mandatory requirements of the said Clause 49 of the Listing Agreement. Date: Place: Mumbai Office Address : 12-13, Esplanade, 3rd Floor 3, A.K. Nayak Marg, Fort, Mumbai Alwyn D souza & Co Company Secretaries (Alwyn D souza FCS 5559) (Proprietor) Certificate of Practice No Annual Report 2010

19 Annexure II Statement Pursuant to Section 217 (2A) of Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended, for the year ended 31st December, 2010 Name Designation Qualifications Age (Yrs.) Experience (No. of Years) Date of Commencement of Employment Remuneration Rs. Previous Employment (a) Employed for the full year Thomas Leutner Managing Director (b) Employed for part of the year Andrew Tan AMTS Delivery & Customer Relationship Manager Graduate in Mechanical Engineering ,91,475 Rhodia Acetow Marketing and Sales Director. B. Com. (IT) ,62,865 Asia Pacific Security Officer - Rhodia Asia Pacific Pte Ltd. Notes: 1. Appointments are contractual. 2. Terms and conditions are as per contract with the Company. 3. Mr. Thomas Leutner are not related to any director of the Company. Annual Report

20 Albright & Wilson Chemicals India Ltd. ANNEXURE III CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION A. CONSERVATION OF ENERGY: Energy conservation measures include de-bottle necking to enhance plant capacity; planned production at optimum levels regular monitoring of electricity and fuel consumption and corrective steps where required; utilization of by-product steam; and wet scrubbers to recover heat. FORM A Disclosure of particulars with respect to Conservation of Energy (I) Power and Fuel Consumption: Electricity: (a) Purchased Units in 000 KWH Total Amount Rs. Lakhs Rate/Unit (Rs.) (b) Own Generation through Diesel Generator Units in KWH Units per Litre of diesel oil Cost/Unit (Rs.) Furnace Oil etc. (a) Quantity (K Ltrs) Total Amount Rs. Lakhs Average Rate Rs./K Litre C9/Kerosene/Slop Oil etc. (b) Quantity (M.T.) Total Amount Rs. Lakhs Average Rate Rs./K Litre (II) Consumption per unit of production: Electricity KWH/MT Fuel (Ltrs./MT) Products 1. Sulphuric Acid Linear Alkyl Benzene Sulphonic Acid Surfactants 272* * Increase due to change in product-mix B. TECHNOLOGY ABSORPTION: RESEARCH AND DEVELOPMENT (R & D) 1. Specific Areas in which R & D carried out by the Company: 2. Benefits derived as a result of above R & D: 3. Future Plan of Action: Continual improvement in quality, cleaner environment and new product development based on corporate strategy, reduce waste generation. Being part of the Rhodia Group, the Company has access to Rhodia s technical assistance. 4. Expenditure on R&D (Rs. in Lakhs): (i) Capital (ii) Recurring (iii) Total (iv) Total R & D Expenditure as a percentage of total turnover TECHNOLOGY ABSORPTION AND INNOVATION: As part of Rhodia s global operation, the Company has access to Rhodia s technical support in its research efforts. This is adapted to suit local operations for product and process development as well as qualify improvement. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Please refer Notes 13, 14 & 15 of Schedule 20 to the Accounts. 18 Annual Report 2010

21 Auditors Report To the Members of Albright & Wilson Chemicals India Limited We have audited the attached balance sheet of Albright & Wilson Chemicals India Limited ( the Company ) as at 31 December, 2010, and the related profit and loss account and cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 1. As required by the Companies (Auditor s Report) Order, 2003 ( the Order ), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ( the Act ), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. Further to our comments in the Annexure referred to above, we report that: (a) (b) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) (d) (e) (f) the balance sheet, the profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account; in our opinion, the balance sheet, the profit and loss account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; on the basis of written representations received from the Directors as on 31 December, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 December, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and in our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the balance sheet, of the state of affairs of the Company as at 31 December, 2010; (ii) in the case of the profit and loss account, of the loss for the year ended on that date; and (iii) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date. For B S R and Company Chartered Accountants Vijay Mathur Mumbai Partner 23rd February, 2011 Membership No.: Annual Report

22 Albright & Wilson Chemicals India Ltd. Annexure to the Auditors Report 31 December, 2010 Referred to in our report of even date: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified once in a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, fixed assets have been physically verified by management during the year. No material discrepancies were noted on such verification. (c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption. (ii) (a) The inventory, except goods in transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with the third parties at the year end, written confirmation has been obtained. (b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material. (iii) According to the information and explanations given to us, the Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Act. Accordingly, the provisions of paragraph 4(iii) of the Order are not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories are for the Company s specialised requirements and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and inventories and with regard to the sale of goods and services. We have not observed a continuing failure to correct major weaknesses in the internal control system during the course of the audit. 20 (v) (vi) According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. (vii) The Company has not accepted any deposits from the public during the year. (viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1) (d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records. (ix) (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is regular in depositing undisputed statutory dues accrued/deducted including Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 December, 2010 for a period of more than six months from the date they became payable. There were no dues on account of Cess under Section 441A of the Act since the date from which the aforesaid section comes into force has not yet been notified by the Central Government. (b) According to the information and explanations given to us, there are no dues of Wealth tax, Income tax and Cess which have not been deposited with the appropriate authorities on account of any disputes. Annual Report 2010

23 According to the information and explanations given to us, the following statutory dues have not been deposited by the Company on account of disputes: Name of the Statute Nature of the Dues Amount (Rs 000) Madhya Pradesh Sales Tax Act, 1994 The Central Excise Act, 1944 Sales tax including interest and penalty as applicable Excise duty including penalty and additional penalty Excise duty including penalty, as applicable Period to which the amount relates Forum where dispute is pending Deputy Commissioner of Sales Tax (Appeals) 16, Commissioner of Central Excise and Service Tax Appellate Tribunal 3, Assistant Commissioner of Central Excise Excise duty 3,323 August 2009 Commissioner of Central Excise and Service Tax Tribunal Excise duty 3,761 January 2000 to April 2002 and November 2006 Additional Commissioner of Central Excise The Customs Act, 1962 Custom duty 33, Assistant Commissioner of Customs The Finance Act, 1994 Service tax including penalty 31 April to August, April 2007 to December April 2007 to September January to October January 2005 to March 2008 Central Excise and Service Tax Appellate Tribunal Commissioner of Central Excise Commissioner of Central Excise and Customs Deputy Commissioner of Central Excise Assistant Commissioner of Service Tax (x) The Company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses in the current financial year. The Company has incurred cash losses in the immediately preceding financial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding dues to any financial institution or debenture holders during the year. (xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. (xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi) The Company has not obtained any term loans during the year. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, short term funds raised from banks have been used for long term purposes. (xviii) The Company has not made any preferential allotment of shares during the year to companies/ firms/parties covered in the register maintained under Section 301 of the Act. (xix) The Company did not have any outstanding debentures during the year. (xx) The Company has not raised any money by public issue during the year. (xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For B S R and Company Chartered Accountants Vijay Mathur Mumbai Partner 23rd February, 2011 Membership No.: Annual Report

24 Albright & Wilson Chemicals India Ltd. Balance Sheet as at December 31, 2010 (Currency: Rupees thousands) Schedule I. Sources of Funds (1) Shareholders funds (a) Share Capital 1 33,756 33,756 (b) Reserves and surplus 2 411, ,383 II. 445, ,139 (2) Loan funds Secured loans 3 155,604 67,316 Unsecured loans 4 271, ,000 Total 872, ,455 Application of funds (1) Fixed assets 5 (a) Gross block 1,022,198 1,173,545 (b) Less: Accumulated Depreciation/ Amortisation 430, ,001 (c) Net block 591, ,544 (d) Capital work-in-progress (e) Capital advances 1, , ,113 (2) Investments (3) Deferred tax assets 7 (4) Current assets, loans and advances: (a) Inventories 8 289, ,669 (b) Sundry debtors 9 183, ,401 (c) Cash and bank balances 10 26, (d) Other current assets (e) Loans and advances , , , ,980 Less: Current liabilities and provisions: (a) Current Liabilities , ,454 (b) Provisions 14 20,951 20, , ,641 Net current assets 278, ,339 Notes to the accounts 20 Total 872, ,455 The Schedules referred to herein above form an integral part of the Balance Sheet. As per our report of even date attached For and on behalf of the Board of Directors For B S R and Company D. D. Chopra Yogesh Thar Chartered Accountants Chairman Director Firm s Registration No: W Vijay Mathur Thomas Leutner C. Napoleon Partner Managing Director Legal Counsel & Membership No.: Rajiv Mehta General Manager Finance Corporate Secretary Mumbai: 23rd February, 2011 Mumbai: 23rd February, Annual Report 2010

25 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED December 31, 2010 (Currency: Rupees thousands) Schedule Income Gross sales 1,735, ,445 Less: Excise duty 128,492 61,061 Net sales 1,606, ,384 Processing charges 4,663 42,751 Less: Excise duty ,839 4,028 18,912 Other income 15 69,365 44,573 1,680, ,869 Expenditure Materials cost 16 1,269, ,244 Personnel cost 17 97,198 91,276 Other expenses , ,712 Depreciation/Amortisation 79,939 52,068 Interest 19 31,877 18,496 1,717,113 1,122,796 (Loss) before taxation and exceptional item (36,858) (126,927) Exceptional item Voluntary retirement scheme/compensation 103,494 (Loss) before taxation (36,858) (230,421) Provision for taxation Current tax Deferred tax Fringe benefit tax (300) (300) Taxation adjustment for earlier years (net) 25,000 24,700 (Loss) after taxation (36,858) (205,721) (Loss) from Continuing Operations before taxation but after exceptional item (56,673) (89,030) Less: Fringe Benefit Tax (300) Add: Taxation adjustment for earlier years (net) 25,000 (Loss) from Continuing Operations after taxation (56,673) (64,330) Profit/(Loss) from Discontinuing Operation before taxation (Refer Note 25 of Schedule 20) (19,815) (141,391) Profit/(Loss) from Discontinuing Operation after taxation (19,815) (141,391) (Loss) after taxation (36,858) (205,721) Balance brought forward from previous year 67, ,934 Balance carried to Balance Sheet 30,355 67,213 Earnings per equity share (Refer note 20 of Schedule 20) Basic and diluted earnings per equity share (in Rs.) (10.92) (60.94) Notes to the Accounts 20 The Schedules referred to herein above form an integral part of the Profit & Loss Account. As per our report of even date attached For and on behalf of the Board of Directors For B S R and Company D. D. Chopra Yogesh Thar Chartered Accountants Chairman Director Firm s Registration No: W Vijay Mathur Thomas Leutner C. Napoleon Partner Managing Director Legal Counsel & Membership No.: Rajiv Mehta General Manager Finance Corporate Secretary Mumbai: 23rd February, 2011 Mumbai: 23rd February, 2011 Annual Report

26 Albright & Wilson Chemicals India Ltd. Schedule 1 Schedules forming part of the Accounts (Currency: Rupees thousands) Share Capital Authorised: 4,000,000 equity shares of Rs. 10/- each 40,000 40,000 1,000,000 unclassified shares of Rs. 10/- each 10,000 10,000 50,000 50,000 Issued, Subscribed and Paid-up 3,375,600 equity shares of Rs. 10/- each fully paid-up 33,756 33,756 Of the above, (a) 105,000 shares were allotted as fully paid-up equity shares, pursuant to a contract, without payment being received in cash. (b) 1,800,000 shares were issued as fully paid-up bonus shares by capitalisation of development rebate reserve and a part of general reserve. (c) Nil (Previous year 1,115,520) shares are held by Albright & Wilson Asia Pacific Holdings Pte Limited, Singapore, a subsidiary company of Rhodia SA, France, the ultimate holding Company. (d) 2,461,974 (Previous year 1,346,454) shares are held by Rhodia Consumer Specialities Ltd. (now known as Rhodia UK Ltd.), a subsidiary company of Rhodia SA, France, the ultimate holding Company. Schedule 2 Reserves and surplus Capital reserve Subsidy under the special capital incentive scheme (as per last balance sheet) 2,500 2,500 Shares forfeited (as per last balance sheet) ,511 2,511 Share premium account (as per last balance sheet) 31,658 31,658 General reserve As per last Balance Sheet 347, ,001 Profit and Loss Account 30,355 67, , , Annual Report 2010

27 Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 3 Secured loans From banks Cash credit 155,604 67,316 [Secured by hypothecation of stocks of raw materials, stocks in process, semi finished and finished goods, book debts, bills receivable and all the other moveables, both present and future] 155,604 67,316 Schedule 4 Unsecured loans Short term loan from bank 271, ,000 [amount repayable within one year Rs. 271,500(000) Previous year Rs. 240,000(000)] (Guaranteed by Rhodia SA, France, the ultimate holding company) 271, ,000 Schedule 5 Fixed Assets Description As at (Rupees 000) Gross Block (At cost) Depreciation/Amortisation Net Block Additiontions Deduc- As at As at For the Deduc- As at As at As at year tions Tangible assets: Freehold Land Leasehold Land 4,616 4,616 1, ,284 3,332 3,389 Buildings and Roads* 216,698 4,322 15, ,040 74,879 16,416 11,113 80, , ,819 Plant and Machinery 937,465 17, , , ,482 62, , , , ,983 Furniture and fittings 5, ,198 3,438 4, ,019 2,106 1,332 1,266 Vehicles 7,306 1,460 3,873 4,893 6, ,181 3,642 1,251 1, Intangible assets: Patents Technical Know-how Total 1,173,545 24, ,773 1,022, ,001 79, , , , ,544 Previous year 565, ,275 8,461 1,173, ,344 52,068 7, ,001 Capital work-in-progress Capital advances 1, , ,113 * Buildings include: 5 shares of Rs. 50 each in Raindrop Co-operative Housing Society Ltd. Rs. Nil (Previous year: Rs. 250/-) Annual Report

28 Albright & Wilson Chemicals India Ltd. Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 6 Investments (Unquoted, unless otherwise stated) Long Term (at cost) Non-Trade: 100 equity shares of Rs. 25/- each fully paid-up in Roha Industries Association s Sahakari Grahak Bhandar Limited Aggregate book value of investments unquoted 3 3 Schedule 7 Deferred Tax Assets Deferred Tax Liability Fixed Assets 40,867 31,848 Deferred Tax Assets Unabsorbed Depreciation 67,983 50,564 67,983 50,564 Restricted to* 40,867 31,848 * Deferred tax assets have been recognised arising on timing differences considered to be virtually certain of realisation. The balance deferred tax assets would be recognised on virtual certainty regarding availability of sufficient future taxable profits. Schedule 8 Inventories Stores and spares 18,385 12,044 Stock in trade: Raw materials 132,723 43,144 Work-in-process 2, Packing materials 2,431 2,711 Finished goods 133,885 76, , , Annual Report 2010

29 Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 9 Sundry debtors Debts outstanding for a period exceeding six months: Unsecured considered good Unsecured considered doubtful 4,041 1,083 4,368 1,171 Other debts: Secured considered good Unsecured considered good 182, , , , , ,484 Less: Provision for doubtful debts 4,041 1, , ,401 Schedule 10 Cash and bank balances Cash on hand Cheques on hand 3,742 Balances with scheduled banks on Current accounts 22, , Schedule 11 Other current assets Interest accrued on deposits, etc Export incentive receivable Annual Report

30 Albright & Wilson Chemicals India Ltd. Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 12 Loans and advances (Unsecured, considered good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received (Refer note 5 of Schedule 20) Secured 2,035 1,332 Unsecured 54,621 39,267 56,656 40,599 Deposits 21,845 22,705 Balance with excise authorities, etc. 69,686 61,579 Income tax payments less provisions 28,617 36, , ,528 Schedule 13 Current Liabilities Sundry creditors Total outstanding dues of micro enterprises and small enterprises (Refer Note 6 of Schedule 20) Total outstanding dues of creditors other than micro enterprises and small enterprises 325, , , ,859 Payment received under Business Purchase Agreement (Refer note 25 of Schedule 20) 44,450 44,450 Deposits received Unpaid dividend* Other current liabilities 5,321 4,787 * There is no amount due and outstanding to be credited to Investor Education and Protection Fund 376, ,454 Schedule 14 Provisions Provision for Compensated Absences (Refer note 24 of Schedule 20) 14,940 14,900 Provision for Gratuity (Refer note 24 of Schedule 20) 6,011 5,287 20,951 20, Annual Report 2010

31 Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 15 Other Income Interest on deposits, income tax/sales tax refunds [Tax deducted at source Rs. 114(000), Previous year: Rs. 433(000)] 2,167 3,391 Indenting commission 4,206 4,891 Export incentives 1,859 2,329 Scrap and sundry sales [net of excise duty Rs. 391(000), Previous year: Rs. 184(000)] 9,206 5,151 Sales tax refunds 1, Service fees 1,800 2,238 Liabilities/provisions no longer required written back 5,287 5,612 Write back of provision for doubtful debts 1,083 1,211 Profit on sale of fixed assets (net) 35,954 13,247 Exchange gain (net) 5,839 2,752 Cash/scheme Discount 354 Insurance claim 491 2,070 Miscellaneous income ,365 44,573 Schedule 16 Materials Cost a) Raw Materials consumed Opening stock of raw materials 43,144 56,611 Add: Purchases 1,116, ,540 1,159, ,151 Less: Closing stock of raw materials 132,723 43,144 Raw materials consumed 1,027, ,007 Annual Report

32 Albright & Wilson Chemicals India Ltd. Schedule 16 (Contd.) Schedules forming part of the Accounts (Currency: Rupees thousands) b) Packing Materials consumed Opening stock of packing materials 2,711 1,871 Add: Purchases 36,012 19,786 38,723 21,657 Less: Closing stock of packing materials 2,431 2,711 Packing materials consumed 36,292 18,946 c) Purchase of traded items 264, ,396 d) (Increase)/Decrease in stock of finished goods and work-in-progress Finished goods Opening stock 76,809 32,037 less: Closing stock 133,885 76,809 (57,076) (44,772) Work-in-Progress Opening stock 961 1,628 less: Closing stock 2, (1,101) 667 (58,177) (44,105) 1,269, ,244 Schedule 17 Personnel Cost Salaries, wages, allowances and bonus 78,437 80,613 Contribution to provident, gratuity and other funds (Refer note 24 of Schedule 20) 12,527 6,752 Staff welfare expenses 6,234 5,378 97,198 92,743 Less: Capitalised 1,467 97,198 91, Annual Report 2010

33 Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 18 Other Expenses Consumption of stores and spare parts 27,785 25,128 Power and fuel 71,625 59,566 Rent 24,194 28,159 Repairs and maintenance Buildings 3,386 5,847 Plant and machinery 13,895 12,221 Others 1,485 1,502 18,766 19,570 Insurance (net) 3,101 3,603 Rates and taxes 2,231 4,209 Excise duty [Refer note 21(b) of Schedule 20] 7,729 1,750 Sub-contract charges 10,950 7,084 Transport charges 2,664 1,397 Water charges 5,252 5,530 Travelling and conveyance 8,728 8,074 Legal and professional fees 8,798 26,671 Communication 3,277 3,497 Printing and stationery 1,323 1,306 Computer maintenance and software 3,640 3,381 Directors sitting fees Auditors remuneration Audit fees Other services Out of pocket expenses ,035 Annual Report

34 Albright & Wilson Chemicals India Ltd. Schedules forming part of the Accounts (Currency: Rupees thousands) Schedule 18 (Contd.) Other Expenses Donations Bank charges 5,545 1,171 Sales commission 2,337 2,326 Freight and forwarding expenses (net) 10,748 3,202 Advertising and sales promotion Recruitment expenses 1, Bad Debts written off Less: Provision Provision for doubtful debts 4, Miscellaneous Expenses 12,100 17, , ,373 Less: Capitalised 6, , ,712 Schedule 19 Interest on fixed period loan 29,202 * 13,358 * others 2,675 5,138 31,877 18,496 31,877 18,496 * Excludes Rs. Nil, [Previous year Rs. 50(000)] being interest on fixed period loan capitalised. 32 Annual Report 2010

35 Schedule 20 Notes to the Accounts 1. Significant accounting policies a) Basis of preparation of financial statements The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in accordance with the provisions of the Companies Act, 1956 ( the Act ) and accounting principles generally accepted in India and comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in consultation with the National Advisory Committee on Accounting Standards, to the extent applicable. b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from these estimates. Differences between the actual results and estimates are recognised in the period in which results are known/materialise. Any revision to accounting estimates is recognised prospectively in current and future periods. c) Fixed assets and depreciation Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. Cost includes all inward freight, duties, taxes and incidental expenses. Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Assets individually costing Rs. 5,000 or less are depreciated fully in the year when the assets are put to use. Depreciation on other depreciable assets is calculated on the Straight Line Method (SLM) pro-rata to the period of use at rates based on estimated useful life of assets. The rates used are higher than the rates specified in Schedule XIV to the Companies Act, 1956 and are as follows: Asset Description Rates Buildings and Roads Factory 10% Buildings and Roads Other than Factory 5% Plant and Machinery 10% / 12.5% / 15% Computers 33.33% Furniture and Fittings 10% Vehicles 20% Leasehold Land is amortised equally over the period of the lease. Impairment of Assets Management periodically assesses using external and internal sources whether there is an indication that an asset may be impaired. Impairment occurs where the carrying value exceeds the recoverable amount. The impairment loss to be expensed is determined as the excess of the carrying amount over the higher of the assets net selling price or present value of future cash flows expected to arise from the continuing use of the assets and its eventual disposal. d) Investments Long-term investments are stated at cost less any other than temporary diminution in value, determined separately for each individual investment. e) Inventories Inventories are valued at lower of cost and net realisable value except for by-products which are valued at net realisable value. Cost is determined on the moving/monthly moving weighted average basis except that of goods in transit which is ascertained on specific identification basis, and includes where applicable, appropriate manufacturing overheads. Work-in-process is valued at direct material cost and the cost of finished goods comprises of direct materials, labour, utilities and appropriate cost of conversion. The cost of traded finished goods is determined on moving weighted average basis. Raw materials and other supplies held for use in production of inventories are not written down below cost except in cases where material prices have declined, and it is estimated that the cost of the finished products will exceed their net realisable value. Non inclusive method of accounting is consistently followed for Cenvat under the Central Excise Act, 1944, with regard to inventories, purchases and consumption. Annual Report

36 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) f) Employee benefits i) Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized during the period. ii) Post Employment Benefits: a. Defined Contribution Plans The Company s liability for superannuation scheme, which is a defined contribution scheme, is funded through a scheme administered by Life Insurance Corporation of India (LIC). Contributions payable under this scheme are charged to Profit and Loss Account as incurred. Contributions to the recognized statutory Provident Fund, which is a defined contribution scheme, are charged to the Profit and Loss Account in the period in which the liability is incurred. b. Defined Benefit Plans Provision for gratuity, which is a defined benefit plan, is made on the basis of an actuarial valuation carried out by an independent actuary at the balance sheet date and is funded through a scheme administered by the LIC. The actuarial valuation is done using the Project Unit Credit Method. The discount rates used for determining the present value of the obligation under defined benefit plans, are based on the market yields on Government securities as at the balance sheet date. Actuarial gains and losses are recognized immediately in the profit and loss account. iii) Other Long- term employment benefits Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date. The discount rates used for determining the present value of the defined benefit obligation, are based on the market yields on Government securities as at the balance sheet date. Actuarial gains and losses are recognized immediately in the profit and loss account. iv) Payments made under the Voluntary Retirement Scheme are charged to the Profit & Loss account in the period in which the liability is incurred. g) Revenue recognition Revenue from sale of goods and processing charges is recognized on transfer of all significant risks and rewards of ownership to the buyer which generally coincides with the despatch of goods. The amount recognized as sales is exclusive of sales tax/value added tax and trade discounts. Indenting commission is accounted for on receipt of intimation of supply from foreign suppliers. Dividend income is recognised when the right to receive payment is established. Interest income is recognised on a time proportion basis. h) Foreign exchange transactions Transactions denominated in foreign currency are recorded at exchange rate prevailing on the date of transaction. Exchange differences arising on foreign exchange transactions settled during the year are recognized in the profit and loss account. Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rate on that date and the resultant exchange differences are recognised in the profit and loss account. In respect of transactions covered by forward exchange contracts which are not intended for trading or speculation purposes, premiums or discounts are amortised as expense or income over the life of the contracts. Exchange differences on such contracts are recognised as expense or as income in the Profit and Loss Account in the year in which the exchange rates change. Profit or loss arising on cancellation or renewal of such forward exchange contracts are recognised as income or as expense for the year. i) Leases Lease rentals in respect of assets acquired under operating lease are charged off to the profit and loss account as incurred. 34 Annual Report 2010

37 Schedule 20 Notes to the Accounts (Contd.) j) Taxation Income-tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with income tax laws) and deferred tax charge or credit (reflecting the tax effect of timing differences between accounting income and taxable income for the year). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that the assets can be realized in future; however when there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realised. k) Earnings per share Basic and diluted earnings per share are computed by dividing the net profit/(loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. l) Provisions and contingencies The Company creates a provision where there is present obligation as a result of past events that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation as a result of past events that may, but probably will not, require an outflow of resources and the amount can be reasonably estimated. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. 2. The Company has bank borrowings that are repayable in the foreseeable future. The Company s management believes that it will be able to meet all its obligations as they fall due for payment based on bank facilities guaranteed by the parent company as well as cash flows prepared for the foreseeable future including disposal of certain assets in addition to internal accruals. As at December 31, 2010 As at December 31, 2009 Rupees 000 Rupees Contingent Liabilities not provided for in respect of: (a) Excise matters in respect of: Matters relating to undervaluation of assessable value 17,509 17,509 Non-payment of duty on clearance of goods meant for export by the customer 5,815 5,815 Availment of modvat credit 4,106 4,106 27,430 27,430 (b) Customs matters in respect of : Matters relating to differential custom duty rate on product 33,743 32,266 (c) Income tax (including fringe benefit tax) matters In respect of matters such as addition to the value of closing stock under the provisions of Section 145 A of the Income Tax Act,1961, disallowances of certain expenditure as revenue expenditure, etc. in respect of which the Company is in appeal with the first/higher appellate authority 14,025 88,576 In respect of matters where the Company has received favourable order/partial relief from the first appellate authority but the Income Tax Department is pursuing further with the higher appellate authority 1,595 1,595 Annual Report

38 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) As at December 31, 2010 As at December 31, 2009 (d) Sales Tax Rupees 000 Rupees 000 Matters relating to certain sales considered as exempt sales and sales tax on discounts given to customers (e) Demands for property tax 6,754 5,761 (f) Employee related matters: Matters pending with the Labour Court for the reinstatement of services of certain ex-employees 2,000 2,000 Matters pending with the Assistant Labour Commissioner for Not Not the permanent employment of casual workers (g) Matters pending with the High Court/Civil Court relating to counter claim/claim against the Company for the alleged breach of marketing arrangement/non-payment for supplies made ascertainable ascertainable respectively. 7,991 7,991 (h) Bank Guarantees In respect of differential custom duty on products 1,892 VAT Registration under Section 84 of Uttarakhand VAT act and Central Sales Tax Act (i) Service Tax 50 1, Note: Future ultimate outflow of resources embodying economic benefits in respect of matters stated under 3(a) to 3(i) above is uncertain as it depends on the final outcome of judgements/decisions on the matters involved. 4. Capital Commitments The estimated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for, is Rs. 1,794(000) [Previous year Rs. 6,25(000)]. 5. Amount due from Directors of the Company Rs. Nil [Previous year: Rs. Nil]. Maximum amount due from a Director of the Company at any time during the year Rs. Nil(000) [Previous year: Rs. 26(000)]. 6. The suppliers covered under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) as given in Schedule 13- Liabilities regarding the Micro and Small Enterprises has been determined based on the details regarding the status of the suppliers obtained by the Company. This has been relied upon by the auditors. December 31, 2010 December 31, 2009 Rupees 000 Rupees (a) Managerial Remuneration (i) Managing Director Salaries and allowances# 2,700 7,713# Perquisites Contribution to provident and other funds 851 3,191 8,695*@ (ii) Directors sitting fees ,071 9,675 # Salaries and allowances includes leave encashment paid on retirement of Rs. Nil (Previous year Rs. 3,976(000)). * The above amount does not include gratuity and leave encashment payable which is actuarially determined on an overall basis for the Company and individual information in respect of erstwhile Managing Director is not [The remuneration to the erstwhile Managing Director was paid in terms of Part II of Schedule XIII of the Companies Act, 1956 (the Act) since the full remuneration according to his service contract exceeded the limit under Section 309(3) of the Act because of inadequacy of profits]. 36 Annual Report 2010

39 December 31, 2010 December 31, 2009 (b) Computation of net profits in accordance with Section 349 of the Companies Act, 1956 Rupees 000 Rupees 000 Profit before tax but after exceptional items (A) (36,858) (230,421) Add: Depreciation 79,939 52,068 Managing Director s 3,191 4,719 Directors fees and commission Provision for doubtful debts 4, Voluntary retirement scheme/compensation 103,494 Profit on sale of Fixed Assets under Section 350 of the Companies Act, ,093 10,721 (B) 106, ,070 Less: Depreciation as per Section 350 of the Companies Act, ,591 40,290 Amortisation of Leasehold Land Bad Debts written off against provision Provision for doubtful debts written back 1,083 1,211 Profit/(Loss) on sale of Fixed Assets 35,954 13,247 Fringe benefit tax Loss on sale of Fixed Assets under Section 350 of the Companies Act, 1956 Excess of expenditure over income of the preceding year as per 32,941 1,441 Section 349 of the Companies Act, 1956 (Including directors remuneration for the preceding year) 121,213 (C) 242,839 57,163 Net Profits under Section 349 of the Companies Act, 1956 (A+B-C) (173,553) (115,514) In view of net loss resulting from the computation under Section 349 of Companies Act, 1956, no commission is payable to the Excludes leave encashment paid on retirement of Rs. Nil (Previous year Rs. 3,976(000)). 8. Licensed Capacity, Installed Capacity and Production (in Metric Tonnes) Items # Installed Capacity* Production December December December December 31, , , , 2009 Sulphuric acid 45,000 45,000 35,944 34,417 Phosphoric 24,000 Sodium tripoly phosphate ( STPP ), Trisodium phosphate ( TSP ) and other industrial 30,000 Linear alkyl benzene sulphonic acid 14,000 14,000 1,859 1,565 Surfactants ** 24,500 24,500 30,475 22,901 * As certified by the management on which the auditors have placed reliance without verification, being a technical matter. ** # Installed capacity of Surfactants is on active matter basis. As per notification no. 477(E) dated July 25, 1991 issued by the Ministry of Industry, the Company s industrial undertaking is exempt from the licensing provisions of the Industries (Development and Regulation) Act, Accordingly, the requirement concerning disclosure of licensed capacity is not The installed capacity of plants located at Ambarnath is not shown for the current year in view of dismantling of these plants during the year The production figures for Linear alkyl benzene sulphonic acid and Surfactants exclude processing done for third parties of 1,409 MT (Previous year 4,678 MT) and Nil (Previous year 736 MT) respectively. The production figures for Surfactants include the quantities produced by third parties of 578 MT (Previous year 427 MT) and 959 MT (Previous year 698 MT) of products where relabelling has been carried out. The production figures for Sulphuric acid include the quantities produced from other plant of 642 MT (Previous year 1,327 MT) as by-product. Annual Report

40 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) 9. Inventories and Sales of Finished Goods Manufactured items: Opening Stock as at January 1, 2010 Closing Stock as at December 31, 2010 Net Sales during the year Quantity Value Quantity Value Quantity Value Quantity MT Rs. 000 MT Rs. 000 MT Rs. 000 MT Sulphuric acid , , (1,237) (1,673) (401) (958) (35,253) (54,491) ( ) STPP, TSP and other industrial phosphates (11) (814) ( ) ( ) (11) (698) ( ) Linear alkyl benzene sulphonic acid 40 3, # 1,869 # 1, ,651 5 (9) (2,266) (40)# (3,275) # (1,534) (107,269) ( ) Surfactants 1,491 49,856 1, ,949 19,255 1,024,227 10,645 (438) (17,164) (1,491) (49,856) (12,265) (547,488) (9,431) Traded items: Various products , ,591 2, ,309 (53) (9,724) (136) (22,720) (1,710) (221,717) ( ) By-products 255 ( ) (396) ( ) ( ) ( ) (721) ( ) Total 76, ,885 1,606,862 (32,037) (76,809) (932,384) Figures in bracket are for the previous year ended December 31, Represents captive consumption of goods. # Quantity of closing stock of Linear alkyl benzene sulphonic acid excludes quantities processed for third parties and lying in stock as at the year end. However, the cost of processing and excise duty thereon of Rs. 22(000) (Previous year Rs. 399(000)) is included in the value of closing The closing stock stated above are after adjustment for wastages, write-offs, excesses etc. Closing stock figures, if derived from opening stock, production and sales would be different due to these adjustments. 38 Annual Report 2010

41 Schedule 20 Notes to the Accounts (Contd.) December 31, 2010 December 31, 2009 Quantity MT Rupees 000 Quantity MT Rupees Purchases of traded items Various Products 2, ,525 1, , Consumption of Raw materials Lauryl Alcohol Ethoxilate 3, , ,863 Alfa Olefin 2, ,746 2, ,586 Lauryl Alcohol 1, , ,296 Sulphur 13, ,462 12,066 53,690 Linear alkyl benzene 1, ,600 1,186 92,392 Others 193, ,180 1,027, ,007 % Rupees 000 % Rupees 000 Raw Materials Imported , ,111 Indigenous , , ,027, ,007 Note: For the purpose of para 4D(c) of part II of Schedule VI to the Companies Act, 1956, components and spare parts are assumed to mean those incorporated in the products finally sold and not those used as spares for the repairs and maintenance of plant and machinery. December 31, 2010 December 31, 2009 Rupees 000 Rupees CIF Value of Imports Raw Materials 383, ,931 Trade Goods 149, ,882 Stores and Spares 3, Annual Report

42 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) December 31, 2010 December 31, 2009 Rupees 000 Rupees Expenditure in Foreign Currency (on payment basis) IT Service fee 1,232 Travelling 1,322 1,012 Export Commission Professional Fees [Tax deducted at source Rs. 4,735(000), Previous year: Rs. 687(000)] 18,016 6, Remittance of Dividend in foreign currency to non-resident Number of non-resident shareholders 3 Number of equity shares of Rs. 10/- each 2,461,974 Dividend for the year ended December 31, 2008 Amount in Rupees 000 3,693 December 31, 2010 December 31, 2009 Rupees 000 Rupees Earnings in Foreign Exchange FOB Value of Exports 101,842 38,821 Indenting commission 4,206 4,891 Exchange gain (net) 5,839 2, The tax year for the Company being the year ending March 31, 2011, the provision for taxation for the year is the aggregate of the provision for the three months ended March 31, 2010, and the provision based on the figures for the remaining nine months upto December 31, 2010 the ultimate tax liability of which will be determined on the basis of the figures for the period April 1, 2010 to March 31, However no provision for tax is made in view of the losses incurred during the year as well as brought forward loss of earlier years. 17. The Company is engaged only in one segment i.e. the business of manufacture of Industrial Chemicals for the purposes of Accounting Standard 17 - Segment Reporting. 40 Annual Report 2010

43 Schedule 20 Notes to the Accounts (Contd.) 18. The specified disclosures for Operating Leases as required by Accounting Standard 19 - Leases are given below: December 31, December 31, Rupees 000 Rupees 000 Disclosures in respect of agreement for residential flat/office Premises (along with furniture, fixtures etc. therein) taken on lease: (i) Lease payments recognised in the Profit and Loss Account for the year 24,000 27,887 (ii) Future minimum lease payments under non-cancellable operating lease: Not later than one year 13,744 19,950 Later than one year but not later than five years 14,963 Later than five years (iii) Significant leasing arrangements 1. Under the agreements, refundable interest free deposits/advance rent have been given. 2. The agreements contain provision for renewal. 3. The period of agreement ranges between 11 months to 36 months. 4. Under certain agreements, the Company is entitled to permit certain specified parties the use or sharing of the premises. 19. Related Party Disclosures Related Party Disclosures in accordance with the Accounting Standard 18 Related Party Disclosures are given below: (a) Parties where Control exists: Rhodia S. A, France is the ultimate holding company. Rhodia Consumer Specialities Limited, UK (now known as Rhodia UK Ltd.) hold 72.93% of the equity share capital, in the Company and Rhodia S. A. France is the holding company of this company. (b) Names of the related parties with whom the Company had transactions during the year: (i) Fellow Subsidiaries: Rhodia Inc. USA Rhodia Operations S.A.S, France. Rhodia Nicca Ltd. Rhodia Poliamida E Especialidades LTD. A, Brazil Rhodia Polyamide Co. Ltd., Korea PT Rhodia Manyar Rhodia (ZHENJIANG) Chemicals Co. Ltd. Rhodia Speciality Chemicals Wuxi Co. Ltd. Rhodia (China) Co. Ltd. Beijing Rhodia Eastern Chemicals Co.Ltd., China Rhodia Asia Pacific Pte. Ltd., Singapore Rhodia Thai Industries Ltd. Albright & Wilson Asia Pacific Holdings Pte. Limited, Singapore Rhodia Consumer Specialities Limited, UK (now known as Rhodia UK Ltd). Note: The above have been identified on the basis of the information available with the Company. (ii) Key Management Personnel: Mr. Naval Choudhary, Managing Director (till ) Mr. Leutner Thomas, Managing Director (w.e.f ) Annual Report

44 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) (c) Transactions with the Related Parties during the year ended December 31, 2010: (i) December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 Fellow Subsidiaries Sales of goods Rhodia Operations S.A.S.,France 30,547 1,625 Rhodia Asia Pacific Pte Ltd, Singapore 18,625 6,164 Rhodia Inc. USA 17,136 Rhodia (ZHENJIANG) Chemicals Co. Ltd. 1,444 Rhodia Poliamida E Especialidades LTD. A, Brazil 1,374 PT Rhodia Manyar 1, Rhodia Specialty Chemicals Wuxi Co. Ltd. 1,016 3,069 Rhodia Nicca Ltd ,417 11,187 Purchase of finished goods Rhodia Asia Pacific Pte Ltd., Singapore 79,779 62,252 Rhodia Thai Industries Ltd. 28,601 26,755 Rhodia Speciality Chemicals Wuxi Co. Ltd. 9,656 15,317 Rhodia Inc. USA 108 Rhodia Poliamida E Especialidades LTD. A, Brazil 1, , ,306 Rendering of services Rhodia Asia Pacific Pte Ltd., Singapore 2,218 3,029 Rhodia Polyamide Co. Ltd., Korea 1,800 Rhodia Thai Industries Ltd Rhodia Poliamida E Especialidades LTD. A, Brazil Rhodia Operations S.A.S.,France Rhodia Inc. USA 175 Rhodia Speciality Chemicals Wuxi Co. Ltd Rhodia (ZHENJIANG) Chemicals Co. Ltd. 5 Rhodia (China) Co. Ltd. 8 5,838 4,230 Receiving of services Rhodia Asia Pacific Pte Ltd., Singapore 1,816 2,491 Rhodia (China) Co. Ltd Rhodia Operations S.A.S.,France 88 Rhodia Inc. USA 17,453 Beijing Rhodia Eastern Chemicals Co.Ltd. China 567 2,807 21, Annual Report 2010

45 Schedule 20 Notes to the Accounts (Contd.) Expenditure incurred on behalf of fellow subsidiary December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 Rhodia Polyamide Co. Ltd., Korea 751 Rhodia Operations S.A.S.France 357 Dividend Paid 1,108 Albright & Wilson Asia Pacific Holdings Pte. Limited, Singapore 1673 Rhodia Consumer Specialities Limited, UK (now known as Rhodia UK Ltd.) (ii) Key Management Personnel Remuneration (Refer note 7(a)(i) of Schedule 20) Mr.Thomas Leutner 3, Mr.Naval Choudhary 7,976 3,191 8,695 Excess salary paid 26 Recovery of excess salary paid 26 (d) Balances Outstanding as at year end: Amount Payable: Fellow subsidiaries Rhodia Asia Pacific Pte. Ltd., Singapore 32,647 32,614 Rhodia Thai Industries Ltd. 9,985 14,059 Rhodia (China) Co. Ltd. 1, Rhodia Operations S.A.S, France 88 Rhodia Inc. USA 16,091 Rhodia Speciality Chemicals Wuxi Co. Ltd. 5,550 44,233 68,923 Annual Report

46 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 Amount Receivable: Fellow subsidiaries Rhodia Operations S.A.S, France 5, Rhodia Asia Pacific Pte Ltd., Singapore 3,217 1,904 Rhodia (ZHENJIANG) Chemicals Co. Ltd. 1,468 Rhodia Polyamide Co. Ltd., Korea 883 Rhodia Thai Industries Ltd Rhodia Inc. USA 38 Rhodia Speciality Chemicals Wuxi Co. Ltd. 1,405 Rhodia Poliamida E Especialidades LTD. A, Brazil 233 Rhodia (China) Co. Ltd. 8 11,394 4,499 (e) No amounts have been written off/provided for or written back in respect of amounts receivable from or payable to the related parties. 20. Earnings Per Share Unit Year 2010 Year 2009 (a) Net (Loss)/Profit after taxation attributable to Rs. in 000 (36.858) (205,721) equity shareholders (b) Weighted average number of equity shares of Rs. 10 each outstanding as at the year end Nos. 3,375,600 3,375,600 (c) Nominal value of share Rs (d) Earnings per share (basic and diluted) [a/b] Rs. (10.92) (60.94) 21. (a) Excise duty paid and collected from customers is shown separately and deducted from the Gross sales and Processing charges in the Profit and Loss Account. (b) Excise duty appearing under Other expenses (Schedule 18) represents (i) the difference between the excise duty included in the closing stock and that in the opening stock of manufactured finished goods Rs. 6,926(000) (Debit) [Previous Year: Rs. 1,964(000) (Debit)] and (ii) the excise duty on rejections, etc. Rs. 803(000) (Debit) [Previous Year: Rs. 214(000) (Credit)] 22. Foreign Currency exposures: (a) Hedged Exposures The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions. The forward exchange contracts outstanding as at 31 December are as under: Particulars Amount in Foreign Currency Equivalent Amount in Indian Currency (Rupees 000) Buyers Credit USD 3,266, ,445 (869,243) (41,131) 44 Annual Report 2010

47 Schedule 20 Notes to the Accounts (Contd.) Unamortised premium on forward contracts to be recognised in future period amounts to Rs. 1398(000) (Previous year Rs. 401(000)) b. Unhedged Exposures Particulars Amount in Foreign Currency Equivalent Amount in Indian Currency (Rupees 000) Creditors USD 3,774, ,355 (1,421,034) (66,559) Euro 92,856 5,591 (316,756) (21,378) Debtors USD 417,613 18,651 (150,385) (6,987) Euro 9, (864) (58) Note :The figures in brackets represent previous year s figures. 23. Borrowing costs capitalised during the year Rs.Nil. Borrowing cost capitalised Rs. 50(000) in previous year was included in Additions to fixed assets. 24. Details of Employee Benefits as required by the Accounting Standard 15 Employee Benefits are as follows :- 1. Defined Contribution Plans December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 During the year ended December 31, 2010, the Company has recognised the following amounts in the Profit and Loss Account: Employers contribution to Provident Fund and Family Pension 3,892 4,024 Fund Employers contribution to Superannuation Fund 1,896 1,674 The above amounts are included in Contribution to provident, gratuity and other funds under Personnel Cost in Schedule Defined Benefit Plan (Funded) (a) A general description of the Employees Benefit Plan: The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment. In case of vested non management staff, gratuity is calculated in accordance with the provisions of the Payment of Gratuity Act,1972. Further, in case of retirement or superannuation after the completion of more than 20 years of service, additional gratuity of 20% of the amount of the gratuity calculated in accordance with the provisions of the Payment of Gratuity Act, 1972 is also payable. In case of vested management staff, gratuity benefit is an amount equivalent to 15/30 days salary depending upon the terms of appointment for each completed year of service subject to a maximum of 30 months salary. Vesting occurs upon the completion of five years of service. Annual Report

48 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) (b) Details of defined benefit plan - As per Actuarial Valuation Gratuity December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 I. Components of employer expense Particulars 1. Current Service cost 1,089 1, Interest Cost 1,025 1, Expected return on Plan Assets (843) (1,929) 4. Actuarial Losses/(Gains) 1,159 (1,278) 5. Effect of the limit in Para 59 (b) of AS 15 4, Losses/(Gains) on Curtailments & Settlements 1, Total expense recognised in the Profit and Loss Account (included in Contribution to provident, gratuity and other funds under Personnel Cost in Schedule 17) 6, II. Actual Contribution and Benefits Payments for the year 1. Actual Benefits Payments (1,269) (4,207) 2. Actual Contributions 5, III. Net asset/(liability) recognised in the Balance Sheet 1. Present Value of Defined Benefit Obligation 20,507 14, Fair Value of Plan Assets 14,496 8, Funded Status [Surplus/(Deficit)] (6,011) (5,287) 4. Net (liability)/asset recognised in the Balance Sheet (6,011) (5,287) IV. Change in Defined Benefit Obligation during the year 1. Present value of Defined Benefit Obligation as at January 01 14,108 34, Current Service Cost 1,090 1, Interest Cost 1,025 1, Actuarial Losses/(Gains) 1,303 (1,161) 5. Benefits paid (1,269) (4,207) 6. Past Service cost 4, Liabilities Extinguished on settlements (17,931) 8. Present value of Defined Benefit Obligations as at December 31 20,507 14, Annual Report 2010

49 Schedule 20 Notes to the Accounts (Contd.) Gratuity December 31, 2010 Rupees 000 December 31, 2009 Rupees 000 V. Change in Defined Benefit Obligation during the year 1. Plan Assets as at January 01 8,821 30, Expected return on Plan Assets 844 1, Actuarial Gains/(Losses) Actual Company Contributions 5, Benefits paid (1,269) (4,207) 6. Assets distributed on settlements (19,642) 7. Plan Assets as at December 31 14,496 8,821 VI. Actuarial Assumptions 1. Discount Rate 8.10% 7.50% 2. Expected Return on plan assets 9.00% 9.00% 3. Salary Escalation Rate 7.50% 7.50% VII. The expected rate of return on the plan asset is based on the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The actual return on plan asset is Rs. 986(000) [Previous year Rs. 2,046(000)]. VIII. The assumption of the future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors. IX. The major categories of Plan Assets as a percentage of the total plan assets Insurer Managed Funds 100% 100% X. Experience Adjustments 1. Present value of Defined Benefit Obligation as at 20,507 14,108 December Fair Value of Plan Assets as at December 31 14,496 8, Funded Status [Surplus/(Deficit)] (6,011) (5,287) 4. Experience adjustment on Plan Liabilities 2,314 (1,772) 5. Experience adjustment on Plan Assets Discontinuing Operation The Company had entered into a Business Purchase Agreement on 3rd September, 2007 for the sale of its Phosphate Business (part of Industrial Chemicals Segment) located at Ambarnath to Nilefos Chemicals India Pvt. Ltd.(the Buyer), and had received Rs. 44,450(000) as the first instalment of the Sales Price. The consideration of the sale and transfer of the Phosphate Business was aggregate of Rs. 127 million plus or minus the working capital value on the closing date as specified in the Agreement. The Buyer has served a notice dated 4th June, 2008 to the Company for termination of the Agreement raising certain issues related to the Agreement and has demanded a refund of the first instalment referred to above of the Sale Price within 15 days of the receipt of the notice by the Company failing which the refund along with p.a. from the expiry of the period of the aforesaid 15 days. As the Agreement did not provide for such unilateral termination, the notice of termination was rejected by the Company and the Buyer was called upon to fulfill its obligations under the Agreement. Annual Report

50 Albright & Wilson Chemicals India Ltd. Schedule 20 Notes to the Accounts (Contd.) As the Buyer failed to fulfill its obligations under the Agreement, a notice of the breach of the Agreement was served on the Buyer. However the Buyer has not remedied the breach of its obligations within 30 days of giving of the aforesaid notice in terms of the Agreement. The Agreement does provide for resolution of disputes first through Conciliation Proceedings failing which by Arbitration proceedings. The Agreement provides that termination of the Agreement shall not constitute a waiver by any party of any claim it may have for actual damages caused by reasons of, or relieve any party from liability for, any breach of the Agreement prior to the termination. Pending final outcome of the above matter, the first instalment of purchase consideration of Rs. 44,450(000) received from the Buyer is disclosed as Payment received under Business Purchase Agreement under Liabilities in Schedule -13 and the expenses incurred by the Company till 31st December, 2010 towards legal, professional expenses, etc. relating there to aggregating Rs. 15,380(000) is included in Advances recoverable in cash or in kind or for the value to be received under Loans and Advances in Schedule -12. In view of the operation of the Phosphate Business referred to above becoming commercially unviable, the Company has suspended its operations of Ambarnath unit from July The information relating to discontinuing operation as required under Accounting Standard (AS) 24 Discontinuing Operations is given here under: (a) The initial disclosure event for the discontinuing operation, as defined in Accounting Standard 24 (AS 24) Discontinuing Operations occurred during (b) As at December 31, 2010, the carrying amount of (i) the total assets to be disposed of was Rs. 16,589(000) {Previous year Rs. 27,975(000)}, and (ii) the total liabilities to be settled was Rs. 3,393(000) {Previous year Rs. 1,526(000)}. The carrying value of fixed assets held for disposal included in total assets was Rs. 4,213 ( 000) (Previous year Rs. 17,952 ( 000)). (c) The revenue and expenses in respect of the ordinary activities attributable to the discontinuing operation during the year ended December 31, 2010: December 31, 2010 December 31, 2009 Rupees 000 Rupees 000 Rupees 000 Rupees 000 Income Net Sales Other Income ,182 3,296 12,244 29,613 15,540 Expenditure Materials Cost [after adjustment for (increase)/decrease in stock of finished goods and work-in-progress] 153 7,200 Personnel cost 2,134 9,326 Other expenses 3,161 32,811 Depreciation 4,350 6,477 9,798 55,814 (Loss)/Profit before taxation and exceptional item 19,815 (40,274) Exceptional item: Voluntary retirement scheme/ Compensation 101,117 (Loss)/Profit after taxation and exceptional item 19,815 (141,391) Note: Other income comprises of profit on sale of fixed assets at Ambernath Rs. 24,700 ( 000) (Previous year Rs. 12,215) and scrap sales Rs. 4,482 ( 000) (Previous year Rs. Nil). Materials cost includes, net of transfer from/to continuing operation of semi finished goods based on excise declared price. 48 Annual Report 2010

51 Schedule 20 Notes to the Accounts (Contd.) (d) The amounts of net cash flows attributable to the operating, investing and financing activities of the discontinuing operation for the year ended December 31, 2010 December 31, 2010 December 31, 2009 Rupees 000 Rupees 000 (i) Net cash from/(used in) operating activities (1,021) (150,140) (ii) Net cash from/(used in) investing activities 34,825 12,835 (iii) Net cash from/(used in) financing activities 26. Exceptional item shown in previous year represents cost incurred towards Voluntary Retirement Scheme for permanent employees of the Company and compensation paid to contractors. 27. Prior Period Figures Previous year s figures have been regrouped, wherever necessary, to conform to the current year s classification. For and on behalf of the Board of Directors For B S R and Company D. D. Chopra Yogesh Thar Chartered Accountants Chairman Director Firm s Registration No: W Vijay Mathur Thomas Leutner C. Napoleon Partner Managing Director Legal Counsel & Membership No.: Rajiv Mehta General Manager Finance Corporate Secretary Mumbai: 23rd February, 2011 Mumbai: 23rd February, 2011 Annual Report

52 Albright & Wilson Chemicals India Ltd. Balance Sheet Abstract and Company s General Business Profile I. Registration Details Registration No State Code 1 1 II. Balance Sheet Date Date Month Year Capital raised during the year (Amount in Rs. Thousands) Public Issue N I L Rights Issue N I L Bonus Issue N I L Private Placement N I L III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Deferred Tax Liability N I L Application of Funds Net Fixed Assets Investments 3 Deferred Tax Asset N I L Net Current Assets Misc. Expenditure N I L Accumulated Losses N I L IV. Performance of Company (Amount in Rs. Thousands) Turnover* Total Expenditure Loss before tax Loss after tax Earning per Share in Rs Dividend rate % * Including Processing Charges and Other Income V. Generic Names of Three Principal Products/Services of Company (as per monetary terms) Item Code No. (ITC Code) Product Description S O D I U M L A U R Y L E T H E R S U L P H A T E Item Code No. (ITC Code) Product Description A L F A O L E F I N S U L P H O N A T E Item Code No. (ITC Code) Product Description S O D I U M L A U R Y L S U L P H A T E For and on behalf of the Board D. D. Chopra Yogesh Thar Chairman Director Mumbai: 23rd February, Thomas Leutner Managing Director Rajiv Mehta General Manager Finance C. Napoleon Legal Counsel & Corporate Secretary Annual Report 2010

53 Cash Flow Statement for the year ended December 31, 2010 December 31, 2010 December 31, 2009 Rupees 000 Rupees 000 Rupees 000 Rupees 000 Cash flow from operating activities Net (Loss) before taxation and exceptional items (36,858) (126,927) Adjustments for non-cash items/items required to be disclosed separately: Depreciation/Amortisation 79,939 52,068 Interest expenses 31,877 18,496 (Profit)/Loss on sale/write off of fixed assets (net) (35,954) (13,247) Unrealised foreign exchange (gain)/loss (net) (685) (3,231) Interest income (2,167) (3,391) 73,010 50,695 Operating (loss)/profit before changes in working capital 36,152 (76,232) Adjustments for changes in Working Capital and Provisions: Sundry debtors, Other current assets and Loans & advances (65,233) (57,814) Inventories (153,817) (31,777) Current liabilities 108,462 62,058 Provisions 764 (6,402) (109,824) (33,935) Cash generated from/(used in) operations (73,672) (110,167) Income-tax including fringe benefit tax paid (net of refunds) 8,028 (26,409) Cash flow before exceptional item (65,644) (136,576) Exceptional item Voluntary retirement scheme/compensation (103,494) A. Net cash from/(used in) operating activities (65,644) (240,070) Cash flow from Investing activities Fixed Assets Purchase (Note 2) (47,363) (115,882) Sale 48,687 14,297 Expenses paid under Business Purchase Agreement (See note 3) (3,368) Interest Received 2,164 3,605 B. Net cash from/(used in) investing activities 3,488 (101,348) Annual Report

54 Albright & Wilson Chemicals India Ltd. Cash Flow Statement for the year ended December 31, 2010 (Contd.) December 31, 2010 December 31, 2009 Rupees 000 Rupees 000 Rupees 000 Rupees 000 Cash flow from financing activities Increase/(Decrease) in short term borrowing from banks 31, ,000 Increase/(Decrease) in cash credit 88,288 67,316 Interest paid (31,877) (18,546) [including interest capitalised Rs. Nil) (Previous year Rs. 50(000)] Dividend paid (119) (5,057) Tax on dividend (861) C. Net cash from/ (used) in financial activities 87, ,852 Net change in cash and cash equivalents 25,636 (68,566) Cash and Cash Equivalents Opening Balance (See Note 4) ,043 Cash and Cash Equivalents Closing Balance (See Note 4) 26, Notes: (1) The above cash flow statement has been prepared under the Indirect Method. (2) Purchase of fixed assets includes payments for items in capital work-in-progress and advances of capital nature. (3) During the year 2007, the Company entered into Business Purchase Agreement for sale of its Phosphate Business located at Ambarnath. The consideration of the sale and transfer of the Phosphate Business was aggregate of Rs. 127 million plus or minus the working capital value on the closing date as specified in the Agreement. In terms of the Agreement, the Company received Rs. 44,450(000) on signing of the agreement during The Company paid legal, professional and other expenses relating thereto aggregating Rs. 15,380(000) till December 31, 2010 [Previous Year Rs. 15,380(000)]. (Also refer note 25 of Schedule 20 to the Accounts) As at December 31, 2010 Rupees 000 As at December 31, 2009 Rupees 000 4) Cash and Cash equivalents comprise of: Cash on hand Cheques on hand 3,742 Balances with scheduled banks on: Current accounts 22, , (5) Previous year s figures have been regrouped wherever necessary. As per our report of even date attached For and on behalf of the Board of Directors For B S R and Company D. D. Chopra Yogesh Thar Chartered Accountants Chairman Director Firm s Registration No: W Thomas Leutner C. Napoleon Vijay Mathur Managing Director Legal Counsel & Partner Corporate Secretary Membership No.: Rajiv Mehta General Manager Finance Mumbai: Mumbai: 23rd February, rd February, Annual Report 2010

55 BOARD OF DIRECTORS THE LAST TEN YEARS (Rs. Lakhs) Mr. D. D. Chopra Chairman Emeritus MR. S. N. TALWAR Chairman Mr. MICHEL YBERT Share Capital MS. QUITTERIE DUPONTREUE-dE-PELLEPORT MR. Yogesh thar Investment Profit/(Loss) Before Tax (368.58) ( ) (365.66) Profit/(Loss) After Tax (368.58) ( ) (445.35) Dividend Tax on Dividend Retained Earnings Dividend Per Share (Rs.) Cover pgs2 & Ten Years-CTP.indd Debt Earnings Per Share (Rs.) MR. THOMAS LEUTNER Managing Director Net Turnover MR. RANJIT PANDIT 2007 Shareholders Fund Net Current Assets MR. S. MUKERJEE Net Fixed Assets Mr. IAN BROWN 2009 Reserves & Surplus Debt Equity Ratio MR. CHEN PU 2010 Book Value Per Share (Rs.) (10.92) (60.94) (12.79) /4/ :08:49 PM