ennore coke limited annual report 2012-201302 ecl ar 2013.pmd 1 24/08/2013, 6:28 pm. ennore coke...

ENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITED ANNUAL REPORT 2012-2013

BOARD OF DIRECTORS Mr. R Ramakrishnan - Director

Mr. G Natarajan - Director

Mr. M Aravind Subramanian - Director

Mr. K U Sivadas - Director

Mr. Rajeev Agarwal - Director

COMPANY SECRETARY & Mr. K RajagopalCHIEF FINANCIAL OFFICER

AUDITORS M/s. Sreedhar, Suresh & RajagopalanChartered AccountantsChennai

BANKERS State Bank of India, Overseas Branch, Kolkata - 700 001

Union Bank of India, IFB, Chennai - 600 001State Bank of Hyderabad, IFB, Chennai - 600 001Axis Bank Limited, Haldia, West Bengal - 721 602Indian Overseas Bank, Cathedral Branch,Chennai - 600 002

REGISTERED OFFICE Sigappi Achi Building,1st Floor, 18/3 Rukmini Lakshimipathi Road,Egmore, Chennai,Tamil NaduIndia - 600 008

REGISTRAR & SHARE Cameo Corporate Services LtdTRANSFER AGENT Subramaniam Building

#1, Club House Road,Chennai - 600 002.

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ENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITEDENNORE COKE LIMITED

Sl. No. PARTICULARS Page No.

1. Notice to Shareholders 1

2. Directors’ Report 3

3. Management Discussion and Analysis Report 7

4. Corporate Governance Report 9

5. Auditors’ Report 21

6. Balance Sheet 26

7. Statement of Profit & Loss 27

8. Significant Accounting Policies 28

9. Notes to the Financial Statements 32

10. Cash Flow Statement 53

CONTENTS

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NOTICE IS HEREBY GIVEN THAT THE TWENTY EIGHTHANNUAL GENERAL MEETING OF ENNORE COKELIMITED WILL BE HELD ON FRIDAY THE20TH SEPTEMBER, 2013 AT 10.15 A.M. AT MINI HALL,SRI KRISHNA GANA SABHA, 20, MAHARAJAPURAMSANTHANAM ROAD, T. NAGAR, CHENNAI - 600 017 TOTRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Balance

Sheet as at March 31, 2013 and the Profit and LossAccount of the Company for the year endedMarch 31, 2013, together with the Directors' Reportand the Auditors' Report thereon.

2. To appoint a Director in the place of Mr. M AravindSubramanian who retires by rotation and beingeligible offers himself for reappointment.

3. To appoint Statutory Auditors of the Company andfix their remuneration - M/s. Sreedhar Suresh &Rajagopalan, Chartered Accountants, Chennairetire at this Meeting and being eligible offerthemselves for re-appointment.

RESOLVED THAT pursuant to the provisions ofSection 224 (1) of the Companies Act, 1956,M/s. Sreedhar Suresh & Rajagopalan, CharteredAccountants, (Firm Regn No. 003957S) Chennai beand are hereby reappointed as the StatutoryAuditors of the Company to hold office from theconclusion of this meeting until the conclusion ofthe next Annual General Meeting of the Companyon such remuneration as may be fixed on this behalfby the Board of Directors of the Company.

SPECIAL BUSINESS4. TO CONSIDER, AND IF THOUGHT FIT, TO PASS

WITH OR WITHOUT MODIFICATION THEFOLLOWING RESOLUTION AS AN ORDINARYRESOLUTIONRESOLVED THAT Mr. K U Sivadas be and ishereby appointed as a Director of the Company forwhich notice has been received from a memberunder Section 257 of the Companies Act, 1956,signifying his intention to propose the name ofMr. K U Sivadas, as a Director of the Company liableto determination through retirement by rotation.

Place : Chennai By Order of theDate : 13th August, 2013 Board of Directors

Registered Office: K. RAJAGOPALEnnore Coke Limited Company Secretary and CFOSigappi Achi Building, 1st Floor18/3 Rukmini Lakshmipathi Road,Egmore, Chennai - 600 084

NOTICE OF TWENTY EIGHTH ANNUAL GENERAL MEETING

Notes :1. The relative explanatory statements pursuant to

Section 173(2) of the Companies Act, 1956 inrespect of the Special Business under item No. 4as set out above are annexed hereto.

2. A member entitled to attend and vote at the meetingis entitled to appoint a proxy and vote instead ofhimself and the proxy need not be a member of thecompany. Proxy to be valid should be depositedwith the company not later than forty eight hoursbefore the time for holding the meeting.

3. The Register of Members and Share Transfer Booksof the Company will remain closed on Friday the20th day of September, 2013.

4. Members/Proxies should bring their Attendance slipduly completed for attending the meeting. Thesignature of the attendance slip should match withthe signature(s) registered with the Company.Members holding shares in dematerialised form arerequested to bring their Client ID and DP ID numbersfor identification.

5. Members are requested to intimate any change inaddresses, if any immediately to the Company atits Registered Office.

6. The Register of Directors' Shareholding maintainedunder Section 307 of the Companies Act, 1956, willbe available for inspection of the members at thevenue of the Annual General Meeting.

7. Members are requested to bring their copies ofAnnual Report to the meeting. The Attendance slipsduly completed should be handed over at theentrance of the meeting hall.

Place : Chennai By order of theDate : 13th August, 2013 Board of Directors

Registered Office: K. RAJAGOPALEnnore Coke Limited Company Secretary and CFOSigappi Achi Building, 1st Floor18/3 Rukmini Lakshmipathi Road,Egmore, Chennai - 600 084

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ITEM NO. 4

Mr. K U Sivadas, was appointed as an AdditionalDirector at the Board Meeting held on 30th January2013.

In terms of Section 260 of the Companies Act, 1956,he holds office up to the date of the ensuing AnnualGeneral Meeting.

Notice under Section 257 of the Companies Act, 1956,along with a deposit of Rs. 500/- each, as requiredunder that Section, has been received from a memberof the Company proposing the appointment ofMr. K U Sivadas as Director of the Company liable toretire by rotation at the ensuing Annual GeneralMeeting of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OFTHE COMPANIES ACT, 1956

Your Directors recommend the resolution for approvalof the members.

None of the Directors, other than the proposedappointee, is interested in this resolution.

By Order of theBoard of Directors

K RajagopalDate: 13th August, 2013 Company Secretary and CFO

Registered Office:Ennore Coke LimitedSigappi Achi Building, 1st Floor18/3 Rukmini Lakshmipathi Road,Egmore, Chennai – 600 084

Profile of the Directors seeking Re-appointmentMr. Aravind SubramanianMr. Aravind Subramanian holds a Bachelor's degreein Law and Master degree in Public Administration.

He is an Advocate having 25 years of rich experienceat the Bar Council and his areas of Specializationincludes Company Law, Project Financing, JointVentures and Collaboration Agreements – Structuringof Investment, Contracts, General Law, Banking Law,Matrimonial Law, Arbitration, Constitutional Law,Criminal Law etc.

He is currently Practising as a Lawyer.

He is serving as a Director of the Company Since26th April 2011.

He is a member of the following Committees:

1. Audit Committee

2. Borrowing Committee

3. Share Transfer and Investors Grievance Committee

4. Remuneration and Compensation Committee

He holds Nil shares in the Company.

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT / CONFIRMATION AT THETWENTY EIGHTH ANNUAL GENERAL MEETING

(Pursuant to Clause 49 (IV)(G) of the Listing Agreement)

Profile of the Director seeking confirmation ofappointmentMr. K U SivadasK U Sivadas is a Mechanical Engineer and also holdsan MBA degree from the University of Madras.

He is having 40 years of rich experience in variousfields like, Erection, Construction, Manufacturing,Project and Marketing Management. He was workingfor 18 years with Binny Ltd., Chennai and worked for 2years with Suhail & Soud Bahwan Group, Muscut andthen worked for M/s. Thermopack Engineers Pvt. Ltd.,Chennai, for 5 years. During 1990 Mr. K U Sivadasjoined Shriram Engineering Group with the CoolingTower Company founded by him and was heading theCooling Tower division.

He was appointed as an Additional Director of theCompany on 30th January 2013.

He is a member of the following Committees:

1. Audit Committee2. Borrowing Committee3. Share Transfer and Investors Grievance Committee4. Remuneration and Compensation CommitteeHe holds Nil shares in the Company.

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Directors’ ReportYour Directors have pleasure in presenting the TwentyEighth Annual Report together with the accounts of yourCompany for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS(Rupees in Lacs)

Particulars 2012-2013 2011-2012

Revenue 35885.07 63931.01

Profit/(Loss)beforeInterest, Depreciationand Tax (1716.38) 4314.09

Interest & FinanceCharges 1935.96 2330.41

Depreciation 1622.38 1499.63

Provision for Tax 99.61 200.16

Deferred Tax (1395.40) 82.18

Net Profit/(Loss) for theyear (3978.92) 201.71

Accumulated Profit /(Loss) Brought forwardFrom Balance Sheet 1621.50 1419.79

Total Distributableprofit / (Loss) (2357.42) 1621.50

Dividend Nil Nil

Dividend Tax Nil Nil

Profit/(Loss) Carried overto the Balance Sheet (2357.42) 1621.50

BUSINESS REVIEW

During the year, your company has not dealt with themuch of trading transactions and it is one of the reasonsfor achieving lesser turnover when compared to lastyear.

• The Company has redesigned its coke ovenbatteries at Haldia, West Bengal in order to enhancethe production capacity of the battery and also forcost reduction and in view of that the productionwas halted till August 2012. The company hasabsorbed fixed overhead costs during non-

operational period which is one of the reason forloss arises during the year.

• Further during the non-operational period theCompany has liquidated the stocks available in theInventory with lesser margin which has resulted inthe reduction in the inventory margin on the closingstocks which has resulted in the operational lossduring the year under review.

However your Company had taken all steps to enhancethe foundry coke sale in the western region for gettingmore margin and neutralise the effect during the yearunder review.

OPERATIONS & FUTURE PROSPECTSAs stated in the earlier, the Company had redesignedthe Coke Oven Batteries and resumed the Cokeoperations from August 2012. The power productionalso started from December 2012.

Coke Production out of the newly re-designed cokeoven batteries are being traded/sold to our major clientslike Steel Authority of India Limited (SAIL), TATAMetaliks and other Integrated Steel plants. Thecompany is also expected to get more orders from theMajor Steel plants in India.

Your company is constantly pursuing the goal ofreaching half a million tonnes of production and ishopeful of achieving a good part of the same duringthe later part of the financial year 2013-14

Your company is also planning to commence exportsto Pakistan and South Africa.

DEPOSITORY SYSTEMYour Company’s Equity Shares are available indematerialised form through National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). As at 31st March 2013,99.91% of the Equity Shares of the Company wereheld in demat form.

MANAGEMENT DISCUSSION AND ANALYSISA detailed review of the operations, performance andoutlook of the company and its business is given inthe Management Discussion and Analysis report,which forms a part of this report.

DIVIDENDYour Directors have not recommended dividend inview of the losses incurred by the company during theyear.

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DEPOSITS

The Company has not accepted any deposits eitherfrom the shareholders or public within the meaning ofThe Companies (Acceptance of Deposits) Rules, 1977as amended.

DIRECTORSMr. G Natarajan, Whole Time Director of the Companyceased to be a Whole time Director with effect from31st July 2013, but continues to be a Director in theBoard subject to retirement by rotation in accordancewith the Articles of Association of the Company andthe relevant provisions of the Companies Act, 1956.

Mr. K U Sivadas was appointed as an AdditionalDirector with effect from 30th January 2013.

The Company has received notice under Section 257of the Companies Act, 1956 proposing the appointmentof Mr. K U Sivadas as Director liable to determinationthrough retirement by rotation at the ensuing AnnualGeneral Meeting.

Mr. M Aravind Subramanian, retires by rotation at theensuing Annual General Meeting and being eligible,offers himself for re-appointment.

During the year, Mrs. Uma Karthikeyan, Directorresigned from the Board of Directors of the Companywith effect from 5th September 2012. The Board wishesto place on record appreciation of the service renderedby Mrs. Uma Karthikeyan as Director of the Companyduring her tenure.

PARTICULARS OF EMPLOYEES:As required under the provisions of Section 217 (2A)of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975, as amended,the name and other particulars of the employees isset out in Annexure -1 to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217(2AA)of the Companies Act, 1956, with respect to Directors’Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, theapplicable accounting standards issued by theInstitute of Chartered Accountants of India readwith the requirements set out under Schedule VIto the Companies Act, 1956 have been followedand there is no material departures from the same;

(ii) the directors had selected such accounting policiesand applied them consistently and made judgments

and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the company as at 31st March, 2013 and of theloss of the company for the year ended on thatdate;

(iii) the directors had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities; and

(iv) the directors had prepared the annual accounts ofthe Company on a ‘going concern’ basis.

CORPORATE GOVERNANCEYour Company is in compliance with the requirementsand disclosures with respect to the Code ofCorporate Governance as required under Clause 49of the Listing Agreement entered into with the stockexchange. A report on Corporate Governance alongwith a certificate from the Auditors forms a part of thisreport.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGOThe particulars relating to energy conservation,technology absorption, foreign exchange earnings andoutgo, as required to be disclosed under Section217(1)(e) of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the Report ofBoard of Directors) Rules, 1988 are provided as“Annexure 2” to this Report.

AUDITORSM/s. Sreedhar, Suresh & Rajagopalan, CharteredAccountants, Chennai, the Statutory Auditors ofthe Company retire at the ensuing AnnualGeneral Meeting and are eligible for reappointment.

AUDIT REPORT AND EXPLANATION UNDERSECTION 217 (3) OF THE COMPANIES ACT, 1956The Auditors’ Report is self explanatory and does notrequire any further comments under Section 217 (3)of the Companies Act, 1956, except that :

Point (vii) of the Annexure to the Auditors’ ReportThe Company has since appointed Internal Auditor totake care of Internal Audit system for the financial year2013 -14.

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On behalf of the boardFor ENNORE COKE LIMITED

Place : Chennai G NATARAJAN R RAMAKRISHNANDate : 13th August 2013 Director Director

Point (ix) (a) and (b) of the Annexure to theAuditors’ ReportThe Company is in the process of regularisingall statutory remittances to the concerneddepartment. A Substantial level of taxes havebeen paid subsequently as on the date of this report.

Point (xi) of the Annexure to the Auditors’ ReportThe company had initiated the process of regularisingthe bank dues and as on the date of this report alldues have been updated.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank all the bankers for theircontinued assistance and support. The Directors alsowish to thank the Shareholders of the Company fortheir continued support even in this global recession.Further the Directors also wish to thank the customersand suppliers for their continued cooperation andsupport. The Directors further wish to place on recordtheir appreciation of employees at all levels for theircommitment and their contribution.

ANNEXURE - 1 TO THE DIRECTORS’ REPORT

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees)Rules, 1975, and forming part of the directors report for the year ended March 31, 2013.

Employee Name Designation Qualification Age Joining Date Experience Gross Previous(in years) Remuneration Employment

(for 1 month andand 15 days) Designation

Mr. Anupam Mittal* Chief Executive B.Tech 55 1st July, 2011 29 8,02,582/- Jindal SteelOfficer (Metallurgical) and Power

Ltd. BusinessHead (MiddleEast)

Notes : Remuneration comprises basic salary, allowances and taxable value of perquisites.

None of the employees is related to any Director of the company.

None of the employees owns more than 2% of the outstanding shares of the company as on March 31,2013.

* resigned wef 15th May, 2012, 1 month and 15 days (for the period from 1.4.2012 to 15.5.2012).

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ANNEXURE - 2

ANNEXURE TO THE DIRECTORS' REPORT

Information pursuant to Section 217 (1) (e) of theCompanies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988 in respect of conservation ofenergy, technology, foreign exchange earnings andoutgo.

A. CONSERVATION OF ENERGY

The Company has implemented non recovery cokeoven facility of capacity 1,30,000 MT per annumand is in the verge of integrating it with 12 MW wasteheat power generation facility at Haldia. The cokemaking facility through non recovery coke oventechnology and generation of electricity using thewaste heat from waste gases of the coke ovenswould contribute towards reduction of emissions ofclean gases to atmosphere when compared withby-product recovery type coke making facility andproduction of the same power through aconventional based technology of coal basedthermal power plant.

1. The coke making process when integrated withco - generation power plant facility qualifies as aClean Development Mechanism under KYOTOPROTOCOL of United Nations framework.

2. Energy saving through installation of EnergySaving motor.

3. By replacing existing street lights by LightEmitting Diod (LED) types at factory permises.

B. TECHNOLOGY ABSORPTION

1. Specific areas in which R& D is carried out bythe Company :

The Company has not carried out any specific R&Dactivities.

2. Benefits derived as a result of the above R&D

The Company has not carried out any R&Dactivities and hence the question of receivingbenefits does not arise.

3. Future Plan of action

Under process of implementation.

4. Expenditure on R & D - NIL

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

2012-13 2011-12

(a) Expenditure inForeign Currency

(Accrual basis)

TravellingExpenses 3,73,356 42,30,831

DemurrageCharges 1,45,63,890 –

Claims 2,36,79,740 –

3,86,16,986 42,30,831

(b) Value of Imports(Cost InsuranceFreight basis)

Raw Material – –

Traded Goods – 35,20,54,177

– 35,20,54,177

(c) Earnings inForeign Exchange

Export Sale – 1,36,21,405

Remittance ofDividends Nil Nil

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Company Overview and Areas of Business inFuture

Your Company plans to reach a Production capacity ofhalf million tonnes per annum and is hopefull ofachieving a good part of the same during the later partof the financial year 2013-14 after resuming theoperations with newly re-designed Coke OvenBatteries. It has already identified new units and thosewill be in operations soon. Markets in Orissa, Dhanbadwill be tapped. Your Company is also exploringpossibilities of strategic partnership with InternationalCoke Players and also your Company has identifiedstorage space at various Ports so as to buy cokingcoal in bulk quantity further, the Advent of revenue fromPower generation in 2013-14 will be an addedadvantage

Economic scenario Industry structure andDevelopmentThe annual dependence on Imports is expected to bearound 27 Million MT. In India only weak type of CokingCoal is available and hence in the current scenario theprices of Coking Coal from Australia is touching newpeak.

Coking Coal is a challenge because of size and volume.In the prevailing circumstances the company has takensteps to stock adequate quantity of the Coking Coal ata competitive prices because of volume and alsofinalised storage spaces in Ports equidistant from ourvarious production facilities of the company so that thecost of transportation is optimised. It is estimated thatthe deficit of Coking Coal in 2015 will be 25 Million MTper annum.

The corresponding demand / supply dynamics for metcoke (Million Tons) is as follows:

46.5

6

52.5

3

56.0

7

57.1

6

60.6

2 68.6

2

73.4

2 80

0

10

20

30

40

50

60

70

80

90

2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13

Growth of Indian Steel Production (Million Tons)

Future of Coke IndustryIn any Developing economy Infrastructure developmentis inevitable. This applies to the Indian scenario also.

Coke market is closely interwoven with steel industry.Coke is a major additive in steel making and contributesabout 60% of hot metal cost. Consequently, thefluctuations in steel production influence the cokemarket. It is then worthwhile to study the steelproduction in India which has natural correlation to cokemarket.

Steel being a core sector Industry is a driving forcebehind the Nation's economy. With resurgent Indianeconomy poised for a growth rate of 9 - 9.5%, a steeprise in steel demand is expected. The National SteelPolicy of India reinforces this anticipation with adeclared target of 200 Million tons of steel productionby 2019-20.

2005-06 2006-07 2007-08 2009-10 2010-11 2011-12 2012-13 2015 (F) 2020 (F)

Indian steel prodn. 46.56 52.53 56.07 57.16 68.62 73.42 80 120 200

Indian met coke cons. 20 21 22 23 24 25 30 47 79

Indian met coke prodn. 18 19 18 18 21 23 25 30

DEFICIT 2 2 4 5 3 2 3 17

As the demand for met coke is showing an ever increasing trend, the present capacity is likely to yield handsome returns.

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Challenges of Coke industryThe Government of India has already taken steps toimprove infrastructural conditions in India. In particular,Dredging of ports have become top priority. Becauseof this, the material is downloaded at another nearbyport which leads to increased Transportation cost.Similarly, the Government is in the process of dredgingthe wide Rivers so that the Transportation are expectedto come down. Further, this will also help theGovernment and the Entrepreneurs to set up CokeIndustries near Rivers leading to RegionalDevelopments Ports also need to be increased.

In the Existing Ports in India, berthing facilities needsto enhanced and regulated. Increase in railway Rakesis another area which is being addressed. When IronOre exports dipped, the number of Rakes coming intothe Port carrying Iron Ore also dipped and consequentlythe Port authorities found it extremely difficult to allotRailway rakes for outward movement to transportmaterials which have been downloaded at that port.Further, Internal Logistics cost also needs to becontrolled as pilferage at the downloading point.

Chinese exports have not picked up even after theOlympics in 2008. In such a scenario, the Indian CokeIndustry should rise to the occasion and fill up thatvacuum.

To sum up, Steel plant should make partnership withCoke Plants along with mines in Australia or USA.

OPPORTUNITYa) Fully Integrated Coke and Power Plant means no

input cost for power

b) Low Transmission Cost

c) Stamp Charging technique to improve yield

d) Multi-Coal blending facilities needed to use multiplecoal blends which leads to reduction in coal cost

e) Export potential and huge domestic demand.

STRENGTHSa) Lateral Expansion of capacities reduces the per unit

cost of Coke.

b) Environment friendly Technology

c) Possibility of Incentives/Subsidies from Government

d) Minimum Inventory holding time because of utilizingexternal capacities

WEAKNESSa) Possibility of statutory levies in future

b) Scarcity and/or increase in price of Raw Material.

THREATSa) Change in Government Policy affecting the price

and availability of Raw Material

b) Recession

c) Currency Fluctuation

d) Strategy of China on pricing and Export.

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Board meetings held during the year

During the year 2012- 13, Four Board Meetingswere held on 22nd May, 2012, 13th August, 2012,12th November, 2012 and 11th February, 2013.

Membership Term

The Board periodically recommends the shareholdersabout re-appointments as per statue. The provisions of theCompanies Act, 1956 requires the retirement of one thirdof the Board Members (who are liable to retire by rotation)to retire every year, and qualifies the retiring members forre-appointment upon completion of their term.

CORPORATE GOVERNANCE REPORT(As required by Clause 49 of the Listing Agreement with Stock Exchanges)

Company's Philosophy on Corporate Governance

Ennore Coke's Philosophy on Corporate governanceenshrines the attainment of the highest level oftransparency, integrity, accountability of themanagement and equity in all facets of its operationsand in all interactions with its stakeholders includingshareholders, employees, the Government, lenders andall others concerned.

The Company is committed to values and ethicalbusiness conduct and a high degree of transparencyin the area of Corporate Governance. The Companybelieves that all its operations and actions must serve

the underlying goal of enhancing overall shareholdervalue over a sustained period of time.

Board of DirectorsMr. G Natarajan, Whole Time Director of the Companyceased to be a Whole time Director with effect from 31stJuly 2013, but continues to be a Director in the Board.The Board of Directors comprises of 5 non-executivedirectors.

The composition of Directors, their attendance atthe Board Meetings during the year and the last AnnualGeneral Meeting and also number of other directorshipsand committee memberships are given below:

Compensation Policy

The Remuneration Committee determines andrecommends to the Board, the compensation payableto the Executive Directors. All board-levelcompensation will be approved by the shareholdersand are separately disclosed in the financial statements.

Committees of the BoardThe Board has 4 Committees viz., Audit Committee,Shareholders and Investors Grievance Committee,Remuneration and Compensation Committee, andBorrowing Committee.

Name ot the Director Category Attenance No. of other Directorships, CommitteeParticulars Memberships / Chairmanships

Board AttendanceMeetings at last Other Committee Committeeattended AGM Directorship Membership Chairmanship

G. Natarajan NED, ID 1 No 7 - -

R. Ramakrishnan NED, ID 4 Yes 15 2 1

M. Aravind Subramanian NED, ID 4 Yes - - -

Rajeev Agarwal NED, ID 0 No 18 - -

Uma Karthikeyan * NED, ID 1 No - - -

K U Sivadas ** NED, ID 1 NA 17 - -

* resigned with effect from 5th September 2012 ** appointed with effect from 30th January 2013

NED - Non - Executive Director, ID- Independent Director

1. None of the Directors on the Board is a member in more than 10 committees and Chairman of more than 5 Committees (as specified inClause 49 of the Listing Agreement) across all companies in which he / she is a Director.

2. The independent Directors have confirmed that they satisfy the criteria of independence as stipulated in the amended clause 49 of thelisting agreement.

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committee whichever is higher provided thatat least two independent directors shall bepresent in the meeting.

4. The Committee shall invite such executives,as it considers appropriate (and particularly thehead of the finance function), but at times itmay also meet without the presence of anyexecutives of the company.

5. All regulations pertaining to the meetings ofthe committees of the board as contained inthe Articles of Association of the company inso far as they are not repugnant to the contextand meeting of the provisions contained herein,shall mutatis-mutandis, apply to the meetingsof this committee.

6. The minutes of the committee meetings shallbe placed before the board and shall be notedby the directors.

The Company Secretary shall act as theSecretary to the Committee.

2. Powers of the Audit Committee.1. To investigate into any matter in relation to the

items specified in section 292A of theCompanies Act, 1956 or in the reference madeto it by the board and for this purpose thecommittee shall have full access to informationcontained in the records of the company.

2. To seek information from any employee.

3. To obtain outside legal or other professionaladvice.

4. To secure the attendance of outsiders withrelevant expertise, if it considers necessary.

3. Role of Committee1. Oversight of company's financial reporting

process and disclosure of its financialinformation to ensure that the financialstatement is correct, sufficient and credible.

2. Recommending to the board the appointment,re-appointment and if required, the removal ofthe statutory auditor, fixation of audit fees.

3. Approval of payment to statutory auditors forany other services rendered by the statutoryauditors.

4. Reviewing with the management, the annualfinancial statements before submission to theboard for approval, with particular referenceto:a). Matters required to be included in the

Director's Responsibility Statement to be

Audit CommitteePursuant to the provision of Section 292A of theCompanies Act, 1956 and Clause 49 of the ListingAgreement, the Company constituted an AuditCommittee. All the members of the Audit Committeeare Independent and Non-Executive Directors.

During the year, Four Audit Committee meetingswere held on 22nd May, 2012, 13th August, 2012,12th November, 2012 and 11th February, 2013.

The attendances of Audit Committee Meetings wereas follows:

S. Name of the Designation AuditNo. Director Committee

Meetingattendedduring2012-13

1 R. Ramakrishnan Chairman 4

2 M. Aravind Subramanian Member 4

3 Uma Karthikeyan * Member 1

4 K U Sivadas ** Member 1

* resigned with effect from 5th September 2012

** appointed with effect from 30th January 2013

The Audit Committee is vested with the followingpowers as per the terms of reference as prescribedunder clause 49 of the Listing Agreement with StockExchange and Section 292A of the Companies Act,1956, besides other terms as may be referred to by theBoard of Directors from time to time.

Powers and Roles of audit committee:1. The regulations governing the committee are:

1. The Committee should have a minimum ofthree directors. Two-thirds of the members ofaudit committee shall be independent directors.All of them shall be non-executive directorswho are financially literate and at least onedirector shall have financial and accountingknowledge.

2. The Committee shall meet periodically, as itdeems fit, and in any case, have at least fourmeetings in a financial year of the Companyand not more than four months shall elapsebetween two such meetings.

3. The quorum of the meeting of the committeeshall be either two members or one third of thetotal number of members of the audit

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included in the Board's report in terms ofclause (2AA) of section 217 of theCompanies Act, 1956.

b) Changes, if any, in accounting policies andpractices and reasons for the same.

c) Major accounting entries involvingestimates based on the exercise ofjudgment by management.

d) Significant adjustments made in thefinancial statements arising out of auditfindings.

e) Compliance with listing and other legalrequirements relating to financialstatements.

f) Disclosure of any related party transactions.g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterlyfinancial statements before submission to theboard for approval.

6. Reviewing, with the management, thestatement of uses / application of funds raisedthrough an issue (public issue, rights issue,preferential issue, etc.), the statement of fundsutilized for purposes other than those statedin the offer document / prospectus / notice andthe report submitted by the monitoring agencymonitoring the utilization of proceeds of a publicor rights issue, and making appropriaterecommendations to the Board to take up stepsin this matter.

7. Reviewing, with the management, performanceof statutory and internal auditors, andadequacy of the internal control systems.

8. Reviewing the adequacy of internal auditfunction, if any, including the structure of theinternal audit department, staffing and seniorityof the official heading the department, reportingstructure coverage and frequency of internalaudit.

9. Discussion with internal auditors any significantfindings and follow up there on.

10. Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraud orirregularity or a failure of internal controlsystems of a material nature and reporting thematter to the board.

11. Discussion with statutory auditors before theaudit commences, about the nature and scopeof audit as well as post-audit discussion toascertain any area of concern.

12. To look into the reasons for substantial defaultsin the payment to the depositors, debentureholders, shareholders (in case of non paymentof declared dividends) and creditors.

13. To review the functioning of the Whistle Blowermechanism, in case the same is existing.

14. Carrying out any other function as ismentioned in the terms of reference of the AuditCommittee.

15. The recommendations of the audit committeeon financial management including the auditreport shall be binding on the board. Incase the board does not accept therecommendations of the committee it shallrecord the reasons therefore and communicatesuch reasons to the shareholders.

4. Review of information by Audit CommitteeThe Audit Committee shall mandatorily review thefollowing information:a) Management discussion and analysis of

financial condition and results of operations;b) Statement of significant related party

transactions (as defined by the auditcommittee), submitted by management;

c) Management letters / letters of internal controlweaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal controlweaknesses; and

e) The appointment, removal and terms ofremuneration of the Chief internal auditor shallbe subject to review by the Audit Committee.

Terms of Reference:The function of the Audit Committee includes thefollowing :

i. Oversight of the company's financial reportingprocess and the disclosure of its financialstatements are correct , sufficient and credible.

ii. Recommending the appointment and removal ofexternal auditor, fixation of audit fee and approvalfor payment for any other services

iii. Reviewing with management the annual financialstatements before submission to then Boardfocusing primarily on

• Any changes in accounting policies andpractices

• Major Accounting entries based on theexercise of judgment by the management.

• Qualifications in the draft audit report

• Significant adjustments arising out of audit

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• The going concern assumption

• Compliance with accounting standards

• Compliance with stock exchange and legalrequirements concerning financial statements

• Any related party transactions i.e., transactionof the company of material nature, withpromoters or the management, theirsubsidiaries or relatives etc that may havepotential conflict with the interest of thecompany at large.

iv. Reviewing with the management, performance ofstatutory and internal auditors, the adequacy ofinternal control systems.

v. Reviewing the adequacy of internal audit function,including the structure of the internal auditdepartment, staffing and seniority of the officialheading the department, reporting structurecoverage and frequency of internal audit.

vi. Discussions with the internal auditors on anysignificant findings and follow up thereon.

vii. Reviewing the findings of any internal investigationby the internal auditors into matters where thereis suspected fraud or irregularity or a failure ofinternal control systems of a material nature andreporting the matter to the Board.

viii. Discussions with external auditors before the auditcommences regarding natire and scope of theaudit as well as to have post audit discussion toascertain any area of concern.

ix. Reviewing the company's financial and riskmanagement policies.

x. To look into the reasons for substantial defaults,if any, in the payment to shareholders (in case ofnon - payment of declared dividends) andcreditors.

xi. To discuss with the auditors periodically about theinternal control systems, the scope of auditincluding the observations of the auditors andreview the half yearly and annual financialstatements before submission to the Board.

xii. To ensure compliance of internal control systems.

Share Transfer and Investors GrievanceCommittee:The Company has not received any complaints duringthe year 2012-13 from shareholders and investors.

During the year, Four Share Transfer and InvestorsGrievance Committee meeting held on 22nd May,2012, 13th August, 2012, 12th November, 2012 and11th February, 2013.

The attendance of Share Transfer and Investors'Grievance Committee meeting is as

S. Name of the Nature of No.ofNo. Member Membership Meetings

attended

1. R. Ramakrishnan Chairman 4

2. M. AravindSubramaniamn Member 4

3. Uma Karthikeyan * Member 1

4. K U Sivadas ** Member 1

* resigned with effect from 5th September 2012** appointed with effect from 30th January 2013

The committee oversees and reviews all mattersconnected with securities transfers. The committeealso looks into redressing of shareholders' complaintson transfer of shares, non-receipt of annual report, non-receipt of declared dividends etc. The committeeoversees the performance of the Registrar andTransfer Agents and recommends measures for overallimprovement in the quality of investor services. TheBoard of Directors has delegated the power ofapproving transfer of securities to the Share Transferand Investor Grievance Committee.

Borrowing Committee:

The Borrowing Committee comprises of threeindependent directors.

1 Mr. R Ramakrishnan Member

2 Mr. K U Sivadas Member

3 Mr. M. Aravind Subramanian Member

Quorum: The quorum for the meeting of the committeeshall be two members.

Remuneration and Compensation Committee:The Remuneration and Compensation Committee hasbeen constituted to recommend / review theremuneration package of the Managing Director,whole-time Director taking into account theirqualification, experience, expertise, contribution andthe prevailing levels of remuneration in companies ofcorresponding size and stature.

During the year, the remuneration committee was notrequired to meet since the remuneration of the Wholetime Director was not revised.

All the members of the Remuneration Committee areindependent and non executive Directors.

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General Body MeetingsDetails of Previous three Annual General Meetings held are provided below:

Special ResolutionsYear Location Date Time passed in the AGM

by the Shareholders

2010 Narada Gana Sabha, Mini Hall, 24-09-2010 10.15 A.M. Yes314, TTK Road, Chennai - 600 018.

2011 Sri Krishna Gana Sabha, Mini Hall, 23-09-2011 10.15 A.M. Yes20, Maharajapuram Santhanam Road,T. Nagar, Chennai - 600 017.

2012 Sri Krishna Gana Sabha, Mini Hall, 26-09-2012 10.15 A.M. No20, Maharajapuram Santhanam Road,T. Nagar, Chennai – 600 017.

The details of Special resolutions passed during last three Annual General Meeting:

Date of AGM Particulars

24.09.2010 Revision in the remuneration of Mr. G Natarajan - Whole Time Director & CEO of the companywith effect from 01st July 2010, pursuant to the provisions of Section 198, 269, 309 and 310read with Schedule XIII and all other applicable provisions of the Companies Act, 1956.

23.09.2011 Alteration of Articles of Association of the Company to enable participation of the Boardof Directors of the Company to attend the Board Meetings through video conferencing asallowed by the Ministry of Corporate Affairs has vide General Circular No. 28 of 2011 dated20th May, 2011.

Details of Sitting fees paid during the year

Name Sitting fees(in Rs.)

R. Ramakrishnan 85,000

M. Aravind Subramanian 85,000

K U Sivadas * 20,000

Rajeev Agarwal Nil

Uma Karthikeyan ** 20,000

* appointed with effect from 30th January 2013 ** resigned with effect from 5th September 2012

Details of Remuneration paid to Executive Directors during the year:

Name Salary & Allowance(in Rs.)

G Natarajan 44,21,280

For Non-Executive Directors no remuneration has been paid during the year.

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Postal Ballot during current year (FY 2012-13) :

(A) The details of Special resolutions passed through postal ballot are given below:

Sl. Subject matter of the resolution Date of the Date of

No. Notice shareholderapproval

1. Ordinary Resolution under Section 224 (6) of the CompaniesAct, 1956, for appointment of M/s. Sreedhar, Suresh &Rajagopalan, Chartered Accountants, Chennai as the StatutoryAuditors of the Company to fill the casual vacancy caused due tothe resignation of M/s. Walker, Chandiok & Co., CharteredAccountants, Chennai.

(B) Details of Voting Pattern of the Postal Ballot were as follows:

(i) Resolution approved on 09.05.2012

Particulars No. of Postal Total No.of % of no. ofBallots forms votes votes representing

net valid votes

Total Postal Ballot forms received 57 10380078

Less: Invalid Postal Ballot forms 0 0

Net Valid Postal Ballot Forms/No. of Votes 57 10380078

Postal Ballot forms/ No. of votes withassent to the Resolution 56 10379978 99.9990%

Postal Ballot forms/ No. of votes withdissent to the Resolution 1 100 0.00096%

The above resolution was carried with requisite majority.

(C) Person who conducted the Postal Ballot Exercise

Mrs. B. Chandra, Practicing Company Secretary, A2 Happy Home Apartment, No 9, 4th Main Road,United India Colony, Kodambakkam, Chennai 600024, scrutinizer appointed for conducting the postal ballot.

(D) Procedure adopted for Postal Ballot

✦ Mrs. B. Chandra, Practicing Company Secretary was appointed as Scrutinizer.

✦ Postal Ballot forms along with prepaid business reply envelope posted to its members whose name(s)appeared on the Register of Members/list of beneficiaries on cut of date was sent to the Scrutinizer.

✦ Particulars of all the postal ballot forms received for the members have been entered in a register separatelymaintained for the purpose.

✦ The postal ballot forms were kept under the safe custody of Scrutinizer in sealed and tamper proof ballotboxes before commencing the scrutiny of such postal ballot forms.

✦ The ballot boxes were opened only in the presence of Scrutinizer and confirmed the share holding with theRegister of Members of the Company / list of beneficiaries.

✦ After the scrutiny, all the postal ballot forms and other related papers/ registers and records for safe custodywere returned to the Company Secretary, who was authorized by the board to supervise the postal ballotprocess.

28-03-2012 09-05-2012

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Code of conduct

The Board has laid down a “Code of Conduct” (Code)for all the Board members and the senior managementof the Company. A declaration to this effect signed byMr. G. Natarajan, Whole time Director is forming partof the report.

Prevention of insider trading

The Company has framed a code of conduct forPrevention of Insider Trading based on SEBI(Prohibition of Insider Trading) Regulations, 1992.This code is applicable to all Directors / Officers /designated employees. The code ensures theprevention of dealing in Company’s shares by personshaving access to unpublished price sensitiveinformation.

Other disclosures

a) The Company has certain Related Partytransactions during the year which have disclosedin the notes to Accounts forming part of this AnnualReport.

b) As per Clause 49(V) of the Listing Agreement, theWhole time Director and Chief Financial Officercertified to the Board on their review of financialstatements and cash flow statements for thefinancial year ended March 31, 2013 in the formprescribed by Clause 49 of the Listing Agreementwhich is annexed.

c) There were no instances of non compliance on anymatter relating to capital market, during the lastthree years.

d) The Company has complied with all Mandatoryrequirements of the Clause 49 of the ListingAgreement.

e) The Company has submitted the compliancereport in the prescribed format to the stockexchanges for all the four quarters ended 30th June2012, 30th September 2012, 31st December 2012and 31st March 2013. The statutory auditors havecertified that the Company has complied with theconditions of Corporate Governance asstipulated in Clause 49 of the Listing Agreementwith the Stock Exchange. The said certificate dated13th August 2013 is annexed to the Directors’Report.

f) Details of information on appointment of new / re-appointment of directors.

g) A brief resume, nature of expertise in specificfunctional areas, number of equity shares held inthe company by the Director or for other person ona beneficial basis, names of companies in whichthe person already holds directorship, membershipof committees of the Board and relationship withother directors, forms part of the Notice conveningthe Twenty Eighth Annual General Meeting.

Risk Management

The Company has laid down procedures to informboard members about the risk assessment andminimization procedures. The board periodicallydiscusses the significant business risks identified bythe management and the mitigation process beingtaken up.

Means of Communication

a) The quarterly financial results were published within 48 hours of the conclusion of the Board Meetingfor that quarter.

b) The quarterly financial results of the Company arealso communicated in the prescribed pro-forma toStock Exchange and also published in Englishnewspaper and Tamil newspaper in Trinity Mirrorand Makkal Kural.

c) The financial results are display on the company’swebsite www.ennorecoke.com.

Green Initiative

In support of the Green Initiative undertaken by theMinistry of Corporate Affairs, the Company had duringthe year sent communication to all the shareholdersof the Company requesting the shareholders to registertheir e mail address with the Company for supportingthe Go Green Initiative. The Company has not mademuch progress as not many shareholders have optedfor this mode of communication.

As a responsible citizen, your Company strongly urgesyou to support the Green Initiative by giving positiveconsent by registering / updating your email addresseswith the Depository Participants or the Registrar andShare Transfer Agents for receiving soft copies ofvarious communications including Annual Reports.

Management Discussion and Analysis

A Management Discussion and Analysis forms part ofthe Directors Report.

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Market Price Data:

Monthly Share Price (in Rupees)

Month and Year BSE

High Low

April 2012 30.35 23.00

May 2012 27.75 20.20

June 2012 27.90 19.60

July 2012 25.00 19.50

Aug. 2012 24.90 20.50

Sep. 2012 24.40 18.55

Oct. 2012 25.00 18.50

Nov. 2012 25.00 19.50

Dec. 2012 22.70 17.30

Jan. 2013 19.75 16.65

Feb. 2013 24.45 16.15

Mar. 2013 19.20 15.50

General Information for Shareholders:(i) Registered Office Sigappi Achi Building, 1st Floor,

18/3, Rukmini Lakshmipathi Road,Egmore, Chennai 600 008

(ii) Date, Time and Venue of the 20th September, 2013, 10.15 A.M.,Mini Hall, Sri Krishna Gana Sabha20, Maharajapuram Santhanam RoadT. Nagar, Chennai - 600 017

(iii) Financial year 1st April to 31st March

(iv) Results for Quarter ending Will be published on or before :- June 30, 2013 : August 14, 2013- September 30, 2013 : November 14, 2013- December 31, 2013 : February 14, 2014- 31st March, 2014 : May 31, 2014

(v) Date of Book Closure : September 20, 2013

(vi) Dividend payment date : No dividend proposed

(vii) Listing on Stock Exchange :

✦ The Company's Equity shares are listed on the Bombay Stock Exchange Ltd

Scrip Code : 512369

ISIN : INE755H01016

✦ The Company's Equity shares are traded in Group "B" Category in the Bombay Stock Exchange Ltd

✦ The Company has paid Listing Fees for the year 2013- 2014 to the Bombay Stock Exchange Ltd.

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Registrar and Transfer Agent (RTA)

The Company has appointed Cameo Corporate Services Ltd as Registrar and Transfer Agents, Shareholders /Investors / Depository Participants are requested to send all their documents and communications pertaining toboth physical and demat shares to the Registrar at the following address:

Cameo Corporate Services LtdContact Person: Mr. R.D. RamaswamySubramaniam Building#1,Club House Road,CHENNAI - 600 002.PH : 044 - 2846 0084 / 0395Fax : 044 - 2846 0129Email: [email protected] Registration Number: INR000003753

Share Transfer System

Shares lodged in physical form with the RTA are processed and returned, duly transferred within 30 days from thedate of receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers areprocessed by NSDL / CDSL through the respective Depository Participants.

Address for Investor Correspondence

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address orany other query relating to shares please write to:

Cameo Corporate Services LtdSubramaniam Building#1,Club House Road,CHENNAI - 600 002.PH:044-2846 0084/0395Fax:044-2846 0129Email: [email protected]

Mr. K RajagopalEnnore Coke Limited1st Floor, Sigapi Achi Building,No. 18/3, Rukmani Lakshmipathi Road,Egmore,CHENNAI - 600 008.PH:044-4040 6363/73Fax: 044-4269 9766Email: [email protected]

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Distribution of Shareholding by Size Class as on 31st March 2013

Category No. of % of Total Amount % of(Amount) Cases Cases Shares Amount

1 - 5000 2219 77.05 330008 3300080 2.13

5001 - 10000 272 9.44 225135 2251350 1.45

10001 - 20000 144 5.00 220305 2203050 1.42

20001 - 30000 59 2.05 148320 1483200 0.96

30001 - 40000 34 1.18 124473 1244730 0.80

40001 - 50000 31 1.08 148216 1482160 0.96

50001 - 100000 42 1.46 306700 3067000 1.98

100001 - And Above 79 2.74 13996843 139968430 90.30

Total : 2880 100.00 15500000 155000000 100.00

Pattern of Shareholding as on 31 March, 2013

Category No. of Holders No. of Shares % of shareholding

Promoters 4 10583508 68.28

FII – NIL NIL

Mutual Funds – NIL NIL

Indian Financial Institutions / Govt. Cos. – NIL NIL

Banks – NIL NIL

Insurance Companies – NIL NIL

Corporate Bodies - 1000 shares & above 52 1492618 9.63

Corporate Bodies - 1000 shares & below 62 16196 0.10

Indian Public - 1000 shares & above 426 2807628 18.11

Indian Public - 1000 shares & below 2297 425114 2.74

Non Residents 28 166319 1.07

Others 11 8617 0.06

Total 2880 15500000 100.00

Nomination Facility

The shareholders may avail of the nomination facility under Section 109A of the Companies Act 1956. The nominationform (Form 2B) along with instructions, will be provided to the members on request. In case the members wish toavail of this facility, they are requested to write to the Company's Registrar M/s. Cameo Corporate Services Limited.

Dematerialisation of Shares

The shares of the Company are compulsorily traded in dematerialized form. The code number allotted by NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), to Ennore Coke Limitedis : ISIN INE - 755H01016. As on 31st March 2013, about 99.91% of shares were held in dematerialized form.

WHISTLE BLOWER POLICYPursuant to the non mandatory requirements of the listing agreement, the company has established a whistleblower mechanism to provide an avenue to raise concerns. In line with the Company's commitment to the highstandards of ethical, moral and legal business conduct and its commitment to open communication, a whistleblower policy is framed. The audit committee is also vested with the power to review functioning of the "WhistleBlower" mechanism.

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We hereby certify that;

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2013 andthat to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions have been entered into by the companyduring the year which are fraudulent, illegal or violative of the Company's Code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting andhave disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps that have been taken to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and

(iii) that there have been no instances of significant fraud which we have become aware of wherein there isinvolvement of the management or an employee having a significant role in the Company's internalcontrol system over financial reporting.

For ENNORE COKE LIMITED

Place : Chennai G NATARAJAN K RAJAGOPALDate : 29th May 2013 Whole-time Director CFO &Company Secretary

CERTIFICATE PURSUANT TO CLAUSE 49 (V) OF THE LISTING AGREEMENT

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To

The Members,Ennore Coke LimitedChennai

Dear Sir,

This is to confirm that the Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company.

It is further confirmed that all Directors and Senior Management personnel of the Company have affirmed compliancewith the Code of Conduct of the Company for the year ended 31st March 2013, as envisaged in Clause 49 of theListing Agreement with Stock Exchange.

For ENNORE COKE LIMITED

Place: Chennai G NATARAJANDate: 13th August, 2013 Director

Declaration of Code of Conduct

To

The Members,Ennore Coke LimitedChennai

We have examined the compliance of conditions of Corporate Governance by Ennore Coke Limited (the "Company")for the year ended March 31, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company withStock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

Auditors’ certificate on compliance with the conditions ofCorporate Governance under Clause 49 of the listing agreement

For Sreedhar, Suresh & RajagopalanChartered Accountants

Firm Registration No: 003957S

S. SubramaniamPlace : Chennai PartnerDate : 13th August, 2013 Membership No. 25433

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INDEPENDENT AUDITOR’S REPORT

To the Members of ENNORE COKE LIMITED

Report on the Financial StatementsWe have audited the accompanying financialstatements of ENNORE COKE LIMITED (“theCompany”), which comprise the Balance Sheet as atMarch 31, 2013, and the Statement of Profit and Lossand Cash Flow Statement for the year then ended,and a summary of significant accounting policies andother explanatory information.

Management’s Responsibility for the FinancialStatementsManagement is responsible for the preparation of thesefinancial statements that give a true and fair view ofthe financial position, financial performance and cashflows of the Company in accordance with theAccounting Standards referred to in sub-section (3C)of section 211 of the Companies Act, 1956 (“the Act”).This responsibility includes the design, implementationand maintenance of internal control relevant to thepreparation and presentation of the financialstatements that give a true and fair view and are freefrom material misstatement, whether due to fraud orerror.

Auditor’s ResponsibilityOur responsibility is to express an opinion on thesefinancial statements based on our audit. We conductedour audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply withethical requirements and plan and perform the auditto obtain reasonable assurance about whether thefinancial statements are free from materialmisstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditor’s judgment, including the assessmentof the risks of material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalcontrol relevant to the Company’s preparation and fairpresentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used and thereasonableness of the accounting estimates made bymanagement, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, the financialstatements give the information required by the Act inthe manner so required and give a true and fair viewin conformity with the accounting principles generallyaccepted in India:

a) in the case of the Balance Sheet, of the state ofaffairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, ofthe Loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cashflows for the year ended on that date.

Emphasis of MatterWe draw attention of the shareholders for thefollowings:

a) Note 14 of Notes to Financial Statements relatingto the cost of leasehold land amounting toRs.2,46,37,289/- as part of its fixed assets. Thisleasehold land registered in the name of EnnorePower and Coke Private Limited, was included inthe Company’s books pursuant to the businesstransfer agreement in May 2006, 100% investmentin the shares by the company in January 2009 andsubsequent approval of merger of Ennore Powerand Coke Private Limited with the company, by theHigh Court of Madras effective April 01, 2008. TheCompany has filed an application for transfer ofleasehold land to the Company’s name uponmerger with the relevant authority which is pendingapproval.

b) Note No 31 of Notes to Financial Statementsregarding non-availability of confirmation ofbalances relating to certain Trade Receivables,Loans and Advances,Trade Payables, Advancesreceived from Customers and Stocks lying inports.

Our opinion is not qualified in respect of mattersmentioned above.

Report on Other Legal and RegulatoryRequirements1. As required by the Companies (Auditor’s Report)

Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A)

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of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, we reportthat:

a. We have obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose ofour audit;

b. In our opinion proper books of account asrequired by law have been kept by the Companyso far as appears from our examination of thosebooks;

c. The Balance Sheet, Statement of Profit andLoss, and Cash Flow Statement dealt with bythis Report are in agreement with the books ofaccount;

d. In our opinion, the Balance Sheet, Statement ofProfit and Loss, and Cash Flow Statementcomply with the Accounting Standards referredto in subsection (3C) of section 211 of theCompanies Act, 1956;

e. On the basis of written representations receivedfrom the directors as on March 31, 2013, andtaken on record by the Board of Directors, noneof the directors is disqualified as on March 31,2013, from being appointedas a director in termsof clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

f. Since the Central Government has not issuedany notification as to the rate at which the cessis to be paid under section 441A of theCompanies Act, 1956 nor has it issued anyRules under the said section, prescribing themanner in which such cess is to be paid, nocess is due and payableby the Company.



S. SubramaniamPlace : Chennai PartnerDate : May 29, 2013 Membership No. 25433

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ANNEXURE TO THE AUDITORS’ REPORT OF EVEN DATE TO THE MEMBERS OF ENNORECOKE LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2013

Based on the audit procedures performed for thepurpose of reporting a true and fair view on the financialstatements of the Company and taking intoconsideration the information and explanations givento us and the books of account and other recordsexamined by us in the normal course of audit, we reportthat:

(i) (a) The Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of fixed assets.

(b) The Company has a regular programme ofphysical verification of its fixed assets by whichfixed assets are verified in a phased mannerover a period of three years. In our opinion,this periodicity of physical verification isreasonable having regard to the size of theCompany and the nature of its assets. Nomaterial discrepancies were noticed on suchverification.

(c) In our opinion, a substantial part of fixed assetshas not been disposed-off during the year.

(ii) (a) The verification of inventory, except stock ofcoal at various ports, have been conducted atreasonable intervals by the management byan independent technical agency.

(b) The procedures of physical verification ofinventory lying at multi locations followed bythe management are reasonable but requireto be strengthened, considering the size of theCompany and the nature of its business.

(c) The Company is maintaining proper recordsof inventory and no material discrepancieswere noticed on physical verification. Howeverthe Company has identified certain slowmoving/obsolete stocks and has written offthe same during the year amounting toRs. 2,08,91,984/-.

(iii) (a) The Company has not granted any unsecuredloans to parties covered in the registermaintained under section 301 of the companiesAct, 1956. Hence provisions of the clauses(iii)(b), (c), (d) of paragraph 4 are not applicableto the company.

(b) The Company has taken unsecured loans fromthree companies which are covered in the

register maintained under section 301 of theAct. The maximum amount outstanding duringthe year was Rs. 249,91,68,505/- and year-end balance is Rs. 230,54,80,723/-.

(c ) In respect of the above loans taken the rate ofinterest, in our opinion,is not prima facieprejudicial to the interest of the company. Theabove unsecured loans were granted withoutany stipulations with regard to other terms andconditions and hence we are unable tocomment as to whether the other terms andconditions are prima facie prejudicial to theinterest of the Company.

(d) In respect of the above loans taken, the termsof repayment have not been stipulated andhence we are unable to comment as to whetherrepayment of principal amount and paymentof interest is as stipulated.

(iv) In our opinion, there is an adequate internal controlsystem commensurate with the size of theCompany and the nature of its business for thepurchase of inventory and fixed assets and for thesale of goods and services except stated earlier.

(v) (a) In our opinion, the particulars of all contractsor arrangements that need to be entered intothe register maintained under Section 301 ofthe Act have been so entered.

(b) In our opinion, the transactions made inpursuance of such contracts or arrangementsand exceeding the value of rupees five lakhsin respect of any party during the year havebeen made at prices which are reasonablehaving regard to prevailing market prices atthe relevant time.

(vi) The Company has not accepted any depositsfrom the public within the meaning of sections58A and 58AA of the Act and the Companies(Acceptance of Deposits) Rules, 1975.Accordingly, the provisions of clause 4(vi) of theOrder are not applicable.

(vii) The Company did not carry out any internal auditduring the year.

(viii) To the best of our knowledge and belief, theCentral Government has not prescribedmaintenance of cost records under clause (d) of

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sub-section (1) of section 209 of the Act, in respect of Company's products. Accordingly, the provisions ofclause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues towards income-tax, sales-tax, service-tax, custom duty, excise duty, cessand other material statutory dues have not been regularly deposited with the appropriate authorities andthere have been delays in large number of cases.

(b) Undisputed amounts payable in respect thereof, which were outstanding, at the year- end for a period ofmore than six months from the date they became payable are as follows:

Name of the Nature of dues Amount in Rs Period to which Due Date Date ofStatute it relates payment

West BengalVAT Act

CST 77,87,247 FY 2012-13 Various Rs.3,71,729/- on27-May-13

VAT 2,71,424 FY 2012-13 Various 27-May-13

WCT 66,928 FY 2012-13 Various –

Income TaxAct

77,87,247 FY 2012-13 Various Rs.3,71,729/- on27-May-13

2,71,424 FY 2012-13 Various 27-May-13

66,928 FY 2012-13 Various –

Incometaxpayment dues

Service Tax Service Tax 7,64,739 FY 2012-13 Various –

(c) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise dutyand cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company has accumulated losses is more than 50% of its net worth as at the end of thefinancial year. Further the Company has incurred cash losses in the current year amounting to Rs.37,51,94,950/-but no cash losses were incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, in the following instances theCompany have defaulted in repayment of dues to banks during the year.

Name of the Bank Due on Amount due Paid on Amount Delay in days

Indian Overseas Bank 30-Jun-12 45,25,000 28-Sep-12 20,00,000 90

04-Dec-12 10,00,000 157

07-Mar-13 24,047 250

26-Mar-13 1,34,333 269

30-Sep-12 45,25,000 29-Dec-12 45,25,000 90

31-Dec-12 45,25,000 04-Mar-13 45,25,000 63

31-Mar-13 45,25,000 Not yet remitted

State Bank of Hyderabad 30-Jun-12 50,00,000 13-Aug-12 50,00,000 44

30-Sep-12 50,00,000 28-Dec-12 50,00,000 89

31-Dec-12 50,00,000 18-Jan-13 10,00,000 18

13-Feb-13 38,62,084 44

01-Apr-12 1,37,916 Not Applicable


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(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Accordingly, theprovisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and otherinvestments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion and according to the information given to us , the terms and conditions on which the Companyhas given guarantees for loans taken by related parties for a sum of Rs 205,97,93,000/- from banks, are notprima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has not availed new term loans. Accordingly the provisions of clause 4(xvi) ofthe Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in theregister maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Orderare not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, theprovisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions ofclause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year covered by our audit.

State Bank of India 30-Jun-12 1,00,00,000 27-Jul-12 1,00,00,000 27

30-Sep-12 1,00,00,000 30-Oct-12 1,00,00,000 30

31-Dec-12 1,00,00,000 02-Mar-13 1,00,00,000 61

31-Mar-13 1,00,00,000 02-Mar-13 36,288 -

11-May-13 99,63,712 41

Union Bank of India 30-Jun-12 50,00,000 19-Jul-12 1,53,800 19

21-Aug-12 48,46,200 52

30-Sep-12 50,00,000 05-Feb-13 50,00,000 128

31-Dec-12 50,00,000 05-Feb-13 50,00,000 36


Name of the Bank Due on Amount due Paid on Amount Delay in days

Further the company does not have any due to financial institution or debenture holders during the year.



S. SubramaniamPlace : Chennai PartnerDate : May 29, 2013 Membership No. 25433

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BALANCE SHEET AS AT 31 MARCH 2013in Rupees

Note As at As atNo. March 31, 2013 March 31, 2012

I. EQUITY AND LIABILITIES

1) Shareholder’s Funds

a) Share Capital 4 15,50,00,000 15,50,00,000

b) Reserves and Surplus 5 (4,39,07,070) 35,39,85,468

c) Money received against share warrants – –

2) Share application money pending allotment – –

3) Non-Current Liabilities

a) Long-term borrowings 6 1,27,99,96,989 76,76,64,388

b) Deferred tax liabilities (Net) 7 – 1,79,21,477

c) Other Long term liabilities 8 83,10,49,178 58,80,77,786

d) Long term provisions 9 5,28,32,246 4,12,51,086

4) Current Liabilities

a) Short-term borrowings 10 251,92,14,152 174,86,32,422

b) Trade payables 11 248,75,05,658 294,89,88,247

c) Other current liabilities 12 85,36,95,762 16,57,72,795

d) Short-term provisions 13 51,94,998 90,38,136

814,05,81,913 679,63,31,806

II. Assets

1) Non-current assets

a) Fixed assets

(i) Tangible assets 14 99,55,22,317 106,81,35,182

(ii) Intangible assets

(iii) Capital work-in-progress 21,15,207 21,15,207

(iv) Intangible assets under development

b) Non-current investments 15 – –

c) Deferred tax assets (net) 16 12,16,19,268 –

d) Long term loans and advances 17 5,01,65,026 20,56,86,909

e) Other non-current assets 18 223,75,39,965 59,16,25,992

2) Current assets

a) Current investments 15 – –

b) Inventories 19 61,81,05,212 66,41,28,956

c) Trade receivables 20 335,15,96,158 381,13,05,794

d) Cash and cash equivalents 21 55,54,09,314 26,86,93,984

e) Short-term loans and advances 22 4,06,90,207 7,93,07,157

f) Other current assets 23 16,78,19,239 10,53,32,625

814,05,81,913 679,63,31,806Significant Accounting PoliciesNotes to Financial Statements 1 to 45

As per our report attachedFor Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957SS. SUBRAMANIAMPartnerM. No. 025433Place : ChennaiDate : 29.05.2013

For and on behalf of the Board of Directors

GANESAN NATARAJAN R. RAMAKRISHNANWhole-time Director Director

K. RAJAGOPALCFO & Company Secretary

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2013in Rupees

Note Year ended Year endedNo. March 31, 2013 March 31, 2012

Revenue from operations (Gross) 24 349,60,06,309 636,21,73,310

Less: Excise Duty 4,99,50,247 3,47,19,057

I. Revenue from operations (Net) 344,60,56,062 632,74,54,253

II. Other Income 25 14,24,51,444 6,56,46,928

III. TOTAL REVENUE (I +II) 358,85,07,506 639,31,01,181

IV. Expenses:

Cost of materials consumed 37,74,15,305 75,62,74,198

Purchase of Stock-in-Trade 26 267,72,78,462 469,53,68,933

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 25,10,09,954 15,66,73,300

Employee benefit expense 27 4,26,86,514 4,10,91,733

Financial costs 28 19,35,95,637 23,30,41,032

Depreciation and amortization expense 14 16,22,38,334 14,99,63,383

Other expenses 29 37,70,25,717 31,21,73,827

Total Expenses 408,12,49,923 634,45,86,406

V. Profit before exceptional and extraordinary items and tax (49,27,42,417) 4,85,14,776

VI. Exceptional Items

- Prior Period Expenses 30 3,47,29,814 1,10,550

VII. Profit before extraordinary items and tax (V - VI) (52,74,72,231) 4,84,04,226

VIII. Extraordinary Items – –

IX. Profit before tax (VII - VIII) (52,74,72,231) 4,84,04,226

X. Tax expense:

1) Current tax – 89,80,000

2) Income Tax - Earlier Years (Net) 32 99,61,053 1,10,35,853

3) Deferred tax (13,95,40,745) 82,17,693

XI. Profit / (Loss) for the period from continuing operations (39,78,92,539) 2,01,70,680

XII. Profit / (Loss) from discontinuing operations – –

XIII. Tax expense of discounting operations – –

XIV. Profit / (Loss) from Discontinuing operations (XII - XIII) – –

XV. Profit / (Loss) for the period (XI + XIV) (39,78,92,539) 2,01,70,680

XVI. Earning per equity share:

1) Basic (25.67) 1.30

2) Diluted (25.67) 1.30

Significant Accounting Policies

Notes on Financial Statements 1 to 45





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NOTES TO THE ACCOUNTSSIGNIFICANT ACCOUNTING POLICIES

1. General informationa) The revised Schedule VI has been notified under

the Companies Act 1956 and has becomeapplicable to the company for the year endedMarch 31, 2013 for preparation and presentationof the financial statements. Accordingly, thefinancial statements have been prepared andpresented as per the revised Schedule VI. Thefigures of previous year also have been re-classified and regrouped wherever considerednecessary to confirm with the figures inaccordance with the requirements applicable forthe current year.

b) All amounts in the financial statements arepresented in rupees,except as otherwise stated.

2. Company overviewEnnore Coke Limited (‘the Company’) is an entitywhose equity shares are listed in the Bombay StockExchange Limited (BSE). TheCompany is engagedin the activity of manufacturing and trading ofMetallurgical Coke. The installed capacity of Non-Recovery coke oven Plant at Haldia, West Bengalis 130,000 TPA. The Company commenced thecommercial production of Metallurgical Coke during2009-2010. In the month of August 2011, thecompany commissioned a Co-Generation powerplant of 12MW capacity at Haldia.The Companyshares were acquired by Haldia Coke andChemicals Private Limited in 2010-11and presentlyits shareholding is 60.86%. Consequent to theabove Ennore Coke Limited is a subsidiarycompany of Haldia Coke and Chemicals PrivateLimited.

3. Significant accounting policiesa) Basis of preparation of financial statements

The financial statements are prepared inaccordance with Generally Accepted AccountingPrinciples (“GAAP”) applicable in India. GAAPcomprises mandatory accounting standardsprescribed by the Companies (AccountingStandards) Rules, 2006 and the provisions of theCompanies Act, 1956. Accounting policies havebeen consistently applied except where a newlyissued accounting standard is initially adoptedor a revision to an existing accounting standardrequires a change in the accounting policyhitherto in use. The management evaluates all

recently issued or revised accounting standardson an on-going basis.

b) Use of estimatesThe preparation of the financial statementsinconformity with GAAP requires the managementto make estimates and assumptions that affectthe reported balances of assets and liabilitiesand disclosures of contingent liabilities as at thedate of the financial statements and reportedamounts of revenue and expenses for the year.The key estimates made by the Company inpreparing these financial statements compriseprovisions for doubtful debts, future obligationsunder employee retirement benefit plans,income taxes and the useful lives of assets.Actual results could differ from those estimates.

c) Fixed assets and depreciationFixed assets are stated at acquisition cost lessaccumulated depreciation and impairmentlosses, if any. Cost of acquisition is inclusive ofduties, taxes, freight and other directlyattributable costs incurred to bring the assets toits working condition for intended use and arenet of cenvat credits as applicable.

Advances paid towards the acquisition of fixedassets outstanding at each balance sheet dateand the cost of fixed assets not ready for theirintended use before such date are disclosed ascapital work-in-progress.

Depreciation on fixed assets is calculated onwritten down method at the applicable ratesspecified in Schedule XIV to the Companies Act,1956. Depreciation for assets purchased / soldduring a period is proportionately charged. Allassets costing individually Rs 5,000 or beloware fully depreciated in the year of acquisition.Lease hold land premium paid is amortised overthe lease period on straight line basis.

d) LeasesLeases where the lessor effectively retainssubstantially all the risks and benefits ofownership of leased term are classified asoperating leases. Operating lease payments arerecognized as an expense in the Profit and Lossaccount on a straight-line basis over the term ofthe lease.

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NOTES TO THE ACCOUNTS (Contd.)

SIGNIFICANT ACCOUNTING POLICIES (Contd.)

e) Revenue recognitionRevenues comprise of income from sale ofmanufactured, traded goods and power.Revenue from sale of manufactured and tradedgoods is recognized at the point of despatch ofgoods to customers which generally coincideswith the transfer of risks and rewards ofownership of goods. Sales are net of returns,trade discounts and allowances. Sales excludeexcise duty and sales tax. Revenue from saleof power is recognised on the basis of actualpower sold and billed less rebate as per theterms of power purchase agreement entered intowith the State Electricity Board.

Income from interest on deposits is recognisedon time proportion basis taking into account theamount outstanding and the applicable rate ofinterest.

f) InventoriesRaw Materials are valued at lower of cost andNet realisable value.

Finished Goods are valued at lower of cost andnet realisable value. Cost includes all directcosts and applicable overheads.

Net realizable value is the estimated selling pricein the ordinary course of business less anyapplicable selling expenses. Cost is determinedon weighted average basis.

Inventories in process are valued at raw materialcost plus estimated cost of conversion upto thestage of completion.

Variation, if any, detected on physical verificationof stocks and obsolete and slow moving stocksare adjusted in the books of accountappropriately.

g) Foreign currency transactionsForeign currency transactions are recorded atthe exchange rates prevailing on the date of thetransactions.

Monetary assets and liabilities denominated inforeign currencies as at the balance sheet dateare translated at the closing exchange rates onthat date.

In case of items, which are covered by forwardexchange contracts, the difference between the

year- end rate and the rate on the date of thecontract is accounted for as income/expense overthe life of the contract. Profit or loss oncancellation of forward contracts is recognisedas income/ expense in the Statement of Profitand Loss of the year, in which they are cancelled.

Exchange difference arising on foreign exchangetransactions during the year are recognized inthe profit and loss account of the year.

h) Employee benefitsEmployee benefits provided by the Companyinclude contributions to Provident fund, Gratuitybenefits and Compensated absences.

• Defined ContributionPlan - ProvidentFundEmployees are entitled to receive benefitsunder the provident fund, which is a definedcontribution plan, in accordance withEmployees Provident Fund andMiscellaneous Provisions Act, 1952. Both,the employee and the employer makemonthly contributions to the plan at apredetermined rate (presently at 12%) of theemployees’ basic salary. The Company hasno further obligations under the plan beyondits monthly contributions.

• Defined Benefit Plan - GratuityEmployees in India are entitled to benefitsunder the Payment of Gratuity Act, 1972, adefined benefit retirement plan coveringeligible employees of the Company. The Planprovides a lump-sum payment to eligibleemployees at retirement or on terminationof employment. The gratuity benefitconferred by the Company on its employeesis equal to or greater than the statutoryminimum. The year-end gratuity liability isdetermined based on actuarial valuationperformed by an independent actuary usingthe Projected Unit Credit Method.

• Leave encashmentLiability in respect of leave encashmentbecoming due or expected to be availedwithin one year from the balance sheet dateis recognised on the basis of undiscounted

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value of estimated amount required to bepaid or estimated value of benefit expectedto be availed by the employees. Liability inrespect of leave encashment becoming dueor expected to be availed more than one yearafter the Balance Sheet date is estimated onthe basis of an actuarial valuation performedby an independent actuary using theProjected Unit Credit Method.

i) Income taxesProvision for tax for the year comprises currentincome tax and deferred tax. Provision forcurrent income tax is made based on theestimated tax liability in accordance with therelevant tax rates and tax laws.

Current tax is payable on taxable profits, whichdiffer from profit or loss in the financialstatements. Current tax is computed based ontax rates and tax laws that have been enactedor substantively enacted by the end of thereporting period.

Deferred income taxes reflect the impact ofcurrent year timing differences between taxableincome and accounting income for the year andreversal of timing differences of earlier years.Deferred tax is measured based on the tax ratesand the tax laws enacted or substantivelyenacted at the balance sheet date. Deferred taxassets are recognized only to the extent thatthere is reasonable certainty that sufficient futuretaxable income will be available against whichsuch deferred tax assets can be realized.Unrecognized deferred tax assets of earlieryears are re-assessed and recognized to theextent that it has become reasonably certain thatfuture taxable income will be available againstwhich such deferred tax assets can be realized.

j) Borrowing costBorrowing costs are recognised in the financialstatements in accordance with the AccountingStandard -16 of Companies (AccountingStandards) Rules, 2006. Borrowing Costs thatare attributable to the acquisition andconstructions of qualifying assets are capitalisedas a part of the cost of such assets. A qualifyingasset is one that necessarily takes substantialperiod of time to get ready for its intended use.

Other borrowing costs of the year are chargedto revenue in the period in which they areincurred.

k) Earnings per shareBasic earnings per share is calculated bydividing the net profit or loss for the periodattributable to equity shareholders (afterdeducting preference dividends and attributabletaxes) by the weighted average number of equityshares outstanding during the period. Theweighted average number of equity sharesoutstanding during the period is adjusted forevents including a bonus issue, bonus elementin a rights issue to existing shareholders, sharesplit and reverse share split (consolidation ofshares). For the purpose of calculating dilutedearnings per share, the net profit or loss for theperiod attributable to equity shareholders andthe weighted average number of sharesoutstanding during the period are adjusted forthe effects of all dilutive potential equityshares.In determining Earnings per Share, theCompany considers the net profit after tax andincludes the post-tax effect of any extra-ordinary/ exceptional item. The number of shares usedin computing basic earnings per share is theweighted average number of shares outstandingduring the period.

l) Provisions, contingent liabilities andcontingent assetsThe Company creates a provision when thereis present obligation as a result of past eventthat probably requires an outflow of resourcesand a reliable estimate can be made of theamount of the obligation. A disclosure for acontingent liability is made when there ispossible obligation or a present obligation thatmay, but probably will not, require an outflow ofresources. Where there is a possible obligationor a present obligation in respect of which thelikelihood of outflow of resources is remote, noprovision or disclosure is made. Contingentassets are neither recognized nor disclosed inthe financial statements.

m) Impairment of assetsThe Company assesses at each balance sheetdate whether there is any indication that an asset

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may be impaired. If any such indication exists,the Company estimates the recoverable amountof the asset. Recoverable amount is the higherof the asset’s net selling price and its value inuse. Value in use is the present value ofestimated future cash flows expected to arisefrom the continuing use of an asset and from itsdisposal at the end of its useful life. If suchrecoverable amount of the asset or therecoverable amount of the cash generating unitto which the asset belongs is less than itscarrying amount, the carrying amount is reducedto its recoverable amount. The reduction istreated as an impairment loss and is recognisedin the profit and loss account. If at the balancesheet date there is an indication that if apreviously assessed impairment loss no longerexists, the recoverable amount is reassessedand the asset is reflected at the recoverableamount subject to a maximum of depreciatedhistorical cost.

n) Segment ReportingThe company prepares its segment informationin conformity with the accounting policies

adopted for preparing and presenting thefinancial statements of the company as a whole.

Identification of SegmentsThe Company’s Operating Businesses areorganized and managed separately accordingto the nature of products manufactured/traded,with each segment representing a strategicbusiness unit that offers different products todifferent markets.

Allocation of Revenue and CostsDirect revenues and direct expenses have beenidentified to segments on the basis of theirrelationship to the operating activities of thesegment.

Common allocable costs are allocated to eachsegment according to sales of each segment tototal sales of the Company.

Revenue and expenses, which relate to theenterprise as a whole and are not allocable toany of the segments on a reasonable basis, aregenerally included under “unallocated corporateexpenses/Income”



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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013

PARTICULARS 31-Mar-13 31-Mar-12

Authorised

1,60,00,000 Equity Shares of Rs.10/- each

(Previous year 1,60,00,000 Equity Shares of Rs.10/- each) 16,00,00,000 16,00,00,000

Issued, Subscribed and Fully Paid-up

1,55,00,000 Equity Shares of Rs.10/- each 15,50,00,000 15,50,00,000

(Previous year 1,55,00,000 Equity Shares of Rs.10/- each)

15,50,00,000 15,50,00,000

4. SHARE CAPITAL

A) RECONCILIATION OF THE SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THEREPORTING PERIOD


At the beginning of the period 1,55,00,000 1,55,00,000

Issued during the period – –

Outstanding at the end of the period 1,55,00,000 1,55,00,000

B) TERMS / RIGHTS ATTACHED TO EQUITY SHARESThe company is presently having one class of equity shares having a par value of Rs. 10/- per share.EveryEquity shareholder is entitled to one vote per share.

In the event of winding up of the company, the Equity Shareholders will be entitled to receive the assets of thecompany. The distribution will be in proportion to the number of equity shares held by the shareholders.

C) EMPLOYEES STOCK OPTION SCHEMEIn the Annual General Meeting held on September 15, 2008, the Company had obtained the assent of theshareholders to issue ESOS (Employee Stock Option Scheme) to the extent of 5% of the paid up Sharecapital. However, the approval from BSE is yet to be obtained and the Company proposes to make thescheme operative upon getting the approval from BSE.

D) DETAILS OF SHAREHOLDING MORE THAN 5% SHARES IN THE COMPANY AND SHARES HELD BYTHE HOLDING COMPANY

PARTICULARS31-MAR-13 31-MAR-12

NO OF SHARES % OF HOLDING NO OF SHARES % OF HOLDING

Haldia Coke & ChemicalsPrivate Ltd. (Equity Shares ofRs.10/- Each) 94,34,000 60.86% 94,34,000 60.86%

E) SHARES RESERVED FOR ISSUE UNDER OPTIONS AND CONTRACTS - NIL

F) SHARES CONVERTIBLE INTO SECURITIES - NIL

G) CALLS UNPAID - NIL

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NOTES TO THE FINANCIAL STATEMENTS (Contd.)


Secured

Term Loan

- From Banks 7,35,63,712 17,01,37,717

Unsecured

Loans and Advances From Related Parties 120,64,33,277 59,75,26,671

Total 127,99,96,989 76,76,64,388

6. A) Term Loans with State Bank of India, State Bank of Hyderabad, Union Bank of India and Indian OverseasBank (collectively consortium banks) are secured by charges -

i. First charge on entire fixed assets of the company, both present and future, at the Alichak, Haldia onparipassu basis between consortium banks.

ii. Extension of First charge on entire current assets of the company, both present and future, on paripassubasis between consortium banks.

iii. Unconditional irrevocable personal guarantee for total borrowings given by Mrs.VathsalaRanganathan,former Managing Director and Mr.GanesanNatarajan, Whole Time Director and Corporate guaranteefor total borrowings given by Haldia Coke and Chemicals Pvt Ltd, the holding company.

6. B) Additional Security by way of pledge of 46,50,000 equity shares of Rs.10/- each of the company, held byits Holding company M/s. Haldia Coke and Chemicals Pvt Ltd in favour of State Bank of India, Kolkatatowards extension of banking facilities and creation of pledge is under process.

6. LONG TERM BORROWINGS


Capital Reserve 6,54,85,898 6,54,85,898

Securities Premium Account 12,63,49,737 12,63,49,737

Profit and Loss account

Opening Balance 16,21,49,834 14,19,79,154

Profit / (Loss) for the year (39,78,92,539) 2,01,70,680

Closing Balance (23,57,42,705) 16,21,49,834

Total (4,39,07,070) 35,39,85,469

5. RESERVES AND SURPLUS

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Balance amount repayable

Particulars Default in Default in No. of Amount ApplicableRepayment of Repayment of Quarterly due per rate of

Principal # Interest # @ Installment Installment Interestdue

State Bank of Hyderabad 50,00,000 5,28,850 7 50,00,000 15.50%

Union Bank of India 50,00,000 Nil 7 50,00,000 16.25%

Indian Overseas Bank 45,25,000 4,95,908 7 45,25,000 15.75%

State Bank of India @ 99,63,712 11,49,508 7 1,00,00,000 15.90%

# The above default in repayment of Principal and Interest are less than 30 days as on the balance sheet date.@ Paid subsequent to the balance sheet.

6(C) Disclosure in respect of Continuing Default, period of repayment and applicable interest rate is as follows:



Difference between book value and tax written down value offixed assets – 1,87,01,576

For disallowance under Income Tax Act, 1961 – (7,80,099)

Deferred Tax Liability (Net) – 1,79,21,477

7. DEFERRED TAX LIABILITY (NET)


Trade Payables 83,10,49,178 58,80,77,786

Dues to Micro, Small and Medium Enterprises* – –

Total 83,10,49,178 58,80,77,786

* Based on the information available with the management, there are no amounts due to Micro, Small and Medium Enterprises, which hasbeen relied upon by the auditors.

8. OTHER LONG TERM LIABILITIES


Provision for Taxation 5,00,92,883 3,89,04,849

Provision for Employee Benefits 27,39,363 23,46,237

Total 5,28,32,246 4,12,51,086

9. LONG TERM PROVISIONS

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Secured

Loans Repayable on Demand

- from Banks 27,66,22,394 7,60,07,036

- from Others – 14,20,282

Unsecured

Loans and advances from Related Parties 220,66,82,737 146,07,59,401

Other Loans and Advances - Factoring Due 3,59,09,021 21,04,45,703

Total 251,92,14,152 174,86,32,422

10. A) Working Capital facilities including Cash Credit facilities with State Bank of India, State Bank of Hyderabad,Union Bank of India and Indian Overseas Bank (collectively consortium banks) are secured by charges -

i. First charge on entire current assets of the company, both present and future, on paripassu basisbetween consortium banks.

ii. Extension of first charge on entire fixed assets of the company, both present and future, at the Alichak,Haldia on paripassu basis between consortium banks.

iii. Unconditional irrevocable personal guarantee for total borrowings given by Mrs.VathsalaRanganathan,former Managing Director and Mr. Ganesan Natarajan, Whole Time Director and Corporate guaranteefor total borrowings given by Haldia Coke & Chemicals Pvt Ltd, the holding company.

10. B) Additional Security by way of pledge of 46,50,000 equity shares of Rs.10/- each of the company, held byits Holding company M/s Haldia Coke and Chemicals Pvt Ltd in favour of State Bank of India, Kolkatatowards extension of banking facilities and creation of pledge is under process.

10. C) Disclosure in respect of Default and applicable interest rate is as follows:

Particulars Default in Default in ApplicableRepayment Repayment rate of of Loan # of Interest # @ Interest

State Bank of Hyderabad Nil 13,67,763 14.70%

Union Bank of India Nil Nil 15.75%

State Bank of India Nil Nil 15.75%

# The above default in repayment of Loan and Interest are less than 30 days as on the balance sheet date

@ Paid subsequent to the balance sheet

10. D) Loan from others is secured by first charge on the specific equipment financed to the Company.

10. SHORT TERM BORROWINGS

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36



Due to Related Parties 63,10,67,800 144,27,95,396

Dues to Micro, Small and Medium Enterprises* – –

Others 185,64,37,858 150,61,92,851

Total 248,75,05,658 294,89,88,247

* Based on the information available with the management, there are no amounts due to Micro, Small and Medium Enterprises, which hasbeen relied upon by the auditors.

11. TRADE PAYABLES


Provision for Employee Benefits 66,488 58,136

Provision for Lease Rent 51,28,510 –

Provision for Taxation – 89,80,000

Total 51,94,998 90,38,136

13. SHORT TERM PROVISIONS


Current Maturities of Long Term Debt 12,26,25,000 9,81,00,000

Interest Accrued and Due on Borrowings 21,74,266 31,35,050

Advance Received From Customers 63,44,80,406 2,67,31,245

Others

- Expenses payable 2,67,24,710 26,27,477

- Rates & Taxes 4,31,92,469 3,25,73,539

- Due to Employees 8,19,171 26,05,484

- Claims payable 2,36,79,740 –

Total 85,36,95,762 16,57,72,795

12. OTHER CURRENT LIABILITIES

03 ECL ar 2013.pmd 24/08/2013, 6:29 PM36


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03 ECL ar 2013.pmd 24/08/2013, 6:29 PM37


38



Unsecured, considered good

Loans and Advance to Related Party 4,62,79,594 69,22,059

Rental Advance 6,62,000 13,10,400

Others

- For trade 31,42,933 19,74,54,450

- To Employees 80,499 –

Total 5,01,65,026 20,56,86,909

17. LONG-TERM LOANS AND ADVANCES


15. A. NON-CURRENT INVESTMENTS – –

15. B. CURRENT INVESTMENTS – –

15. CURRENT AND NON-CURRENT INVESTMENTS


Difference between book value and tax written down value offixed assets (4,86,39,677) –

Disallowances under Income Tax Act, 1961 1,45,36,765 –

Carry forward of Depreciation/Business losses underIncome Tax Act, 1961 15,57,22,180 –

Deferred Tax Asset (Net) 12,16,19,268 –

16. DEFERRED TAX ASSET (NET)


Long Term Trade Receivables 222,72,60,938 57,19,07,998(Unsecured, considered good)

Security Deposits 24,73,828 82,48,588

Balances with Government Authorities 78,05,199 1,14,69,406

Total 223,75,39,965 59,16,25,992

18. OTHER NON-CURRENT ASSETS

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39


Raw Materials * 22,86,69,481 2,36,83,271

Stock-in-Trade – –

Finished Goods# 38,94,35,731 64,04,45,685

Work-in-progress – –

Total 61,81,05,212 66,41,28,956

* Includes Materials-in-transit of Rs. 36,23,124/- (Previous year - Nil)

# Includes Materials-in-transit of Rs. NIL (Previous year Rs. 35,77,211/-)

19. INVENTORIES (Valued at Lower of Cost and Net Realisable Value)




- Outstanding for a period exceeding 6 Months from the date theyare due for payment * 103,05,56,274 96,17,28,942

- Other Receivables@ 232,10,39,884 284,95,76,852

Total 335,15,96,158 381,13,05,794

* Includes dues from Related party Rs. 60,24,49,711/- (Previous year - Rs. 29,58,86,162/-)

@Includes dues from Related Party Rs.27,72,26,449/-(Previous year - Rs.30,41,52,555/-)

20. TRADE RECEIVABLES


Cash-in-Hand 1,17,760 1,74,471

Balance with Banks

- On Current A/c 3,65,91,567 1,31,29,450

- Margin Money 51,86,99,987 25,53,90,063

Total 55,54,09,314 26,86,93,984

21. CASH AND CASH EQUIVALENTS

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40




Others

- To Employees 2,58,311 10,10,772

- For Trade 3,26,00,558 7,82,96,385

- To Suppliers 78,31,338 –

Total 4,06,90,207 7,93,07,157

22. SHORT TERM LOANS AND ADVANCES


Sale of products (net of returns)

- Coal 39,72,57,448 298,71,71,711

- Coke 309,03,25,283 337,15,77,902

Sale of power Less rebate 83,91,676 34,23,697

Other Operating Revenue 31,902 –

Total 349,60,06,309 636,21,73,310

24. REVENUE FROM OPERATIONS


Security Deposits 61,55,416 –

Deposits/ Balances with Government Authorities 14,95,18,878 9,05,19,039

Other Current Assets

- Non-operating Income Accrued and Due 1,11,22,392 1,29,59,603

- Expenses Paid in advance 10,22,553 18,53,983

Total 16,78,19,239 10,53,32,625

23. OTHER CURRENT ASSETS

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41



Interest Income 14,20,46,270 3,99,23,629

Other Non-Operating Income

Gain on Foreign exchange / Forward contract 4,05,174 –

Agency Income – 68,23,734

Profit on Sale of Fixed Assets – 15,533

Insurance Claims received – 49,75,000

Provisions written back – 4,20,965

Sundry balances written back/ off (net) – 1,34,88,067

Total 14,24,51,444 6,56,46,928

25. OTHER INCOME


Raw Material - Coal

Opening Stock 2,36,83,271 45,99,97,479

Add: Purchases 58,24,01,515 31,99,59,990

Less: Closing Stock 22,86,69,481 2,36,83,271

Cost of Materials Consumed 37,74,15,305 75,62,74,198

Traded Goods

Purchases of Coal 54,67,63,278 269,28,96,566

Purchase of Coke 213,91,83,819 206,36,21,803

Less: Trade Discount 86,68,635 6,11,49,436

Purchase of Traded Goods 267,72,78,462 469,53,68,933

(Increase)/ Decrease in Finished Goods

Opening Stock - Finished Goods 64,04,45,685 79,71,18,985

Less: Closing Stock - Finished Goods 38,94,35,731 64,04,45,685

(Increase)/ Decrease in Finished Goods 25,10,09,954 15,66,73,300

26. COST OF MATERIALS CONSUMED/ PURCHASE OF TRADED GOODS/ CHANGES IN FINISHED GOODS

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42



Salary, Gratuity and Leave Encashment 3,96,32,218 3,81,85,531

Staff Welfare 8,25,969 7,01,089

Contribution to Provident Fund 20,38,192 19,88,743

Administration & Other Charges 1,90,135 2,16,370

Total 4,26,86,514 4,10,91,733

27. EMPLOYEE BENEFIT EXPENSES


Manufacturing Expenses

Consumption of Stores & Spare Parts 50,52,029 5,87,700

Freight and Forwarding Charges 10,86,41,668 5,45,41,179

Contract Services 2,58,55,053 1,58,92,226

Power & Fuel 90,96,380 65,31,422

Repairs & Maintenance to Machinery 1,11,23,700 1,37,09,341

Obsolete Stock Written Off 2,08,91,983 –

Other Manufacturing Expenses 4,06,66,343 2,78,76,885

Sub-total 22,13,27,156 11,91,38,753

29. OTHER EXPENSES


Interest Expenses

- Term Loans 3,84,45,156 5,01,49,381

- Cash Credit 4,15,27,367 1,99,27,090

- Standby LC – 24,65,538

Interest on unsecured advances 2,42,53,357 6,16,52,218

Other Borrowing Costs 7,56,91,041 9,88,46,805

Interest on delay in repayment of Income Tax 1,36,78,716 –

Total 19,35,95,637 23,30,41,032

28. FINANCE COSTS

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43



Administrative Expenses

Rent 1,70,88,230 5,88,94,708

Rates & Taxes 27,09,026 19,10,894

Insurance 43,68,386 50,32,680

Electricity Charges 3,21,268 1,90,811

Advertisement Expenses 2,53,769 7,29,050

Travelling & Conveyance 90,17,147 1,64,01,986

Repairs & Maintenance - Machinery 28,17,384 9,60,182

Repairs & Maintenance - Building 4,77,087 6,59,410

Printing & Stationery 3,42,741 4,81,533

Postage & Courier 1,56,196 1,21,857

Communication Expenses 11,26,617 14,18,774

Audit Fees 20,47,053 24,32,035

Legal and Professional Charges 1,11,56,011 1,30,93,234

Penalty on non-payment of statutory dues 13,18,131 16,553

Bad Debts Written off 5,06,61,535 3,91,70,388

Deposit Written off 40,65,000 –

Loss on Sale of Fixed Assets 6,538 4,053

Loss on Foreign Exchange – 3,21,51,078

Sundry Balances Written off 4,20,97,226 1,37,17,347

Other Administrative Expenses 56,69,216 56,48,501

Sub-total 15,56,98,561 19,30,35,074

Total 37,70,25,717 31,21,73,827

29. OTHER EXPENSES (Contd.)


Provision for Loss on Contract 3,00,83,036 –

Reversal of Depreciation excess charged in earlier years (5,90,010) –

Provision for Lease Rent 44,14,943 –

Other Finance Costs- Trade 5,50,691 1,10,550

Miscellaneous Expenses 2,71,154 –

Total 3,47,29,814 1,10,550

30. PRIOR PERIOD EXPENSES

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44


31. CONFIRMATION OF BALANCES

The Company has not obtained confirmation of balances in respect of

a) Trade Receivables amounting to Rs. 244,14,92,347/-

b) Loans & Advances amounting to Rs. 5,18,96,341/-

c) Trade Payables amounting to Rs. 94,47,42,886/-

d) Advances received from customers amounting to Rs.1,91,36,917/-

e) Stock lying in ports amounting to - Rs.7,47,78,574/-

Pending receipt of confirmation and reconciliation of balances, no adjustments have been carried out to thecarrying values of the above amounts for the year ended 31 March 2013. In the opinion of the Management,the amounts stated in the Balance Sheet are fully realisable/payable.

32. TAXATION

a) No provision for Income Tax has been made for the year under review as there is no taxable incomeunder the normal provisions of the Income tax act 1961 Tax as well as under section 115JB of the IncomeTax Act, 1961(Minimum Alternate Tax).

b) Income Tax return for the previous financial year ended 31 March 2012 has not been filed as on 31 March2013.The tax due and the interest payable u/s 234 A/234 B/234 C has been provided upto 31 March 2013.

c) Provision for Tax - Earlier years (Net) in Rupees

AY 2010-11 92,62,111

AY 2012-13 6,98,942

TOTAL 99,61,053

33. CONTINGENT LIABILITIES

1. Guarantees issued by the Company on behalf of

a. related parties 205,97,93,000 202,74,65,000

b. others 21,15,684 21,15,684

2. Letters of Credit issued by Banks and outstanding 67,66,40,144 4,99,40,800

3. Excise duty payable for export of coke cleared under bond 1,22,04,021 1,35,08,244

4. Penalty notice issued by Income Tax Department and orderyet to be passed - A.Y. 2009-10. Nil Not quantifiable

5. Penalty notice issued by Income Tax Department and orderyet to be passed -A.Y. 2010-11. Nil Not quantifiable

6. Demand Notice issued for payment of Income Tax -A.Y. 2010-11 6,63,47,153 Nil

7. Demand Notice issued for payment of Tax deducted at source Nil 30,97,952

8. Ad-hoc VAT Payments made to West Bengal VAT authorities,in respect of which completion of assessment is pending 12,64,40,744 Nil

Total 294,35,40,746 209,61,27,680

in Rupees

31-Mar-13 31-Mar-12

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45


34. COMMITMENTS


Estimated amount of contracts remaining to be executed oncapital and not provided for – –


Statutory Audit 16,85,400 11,23,600

Tax Audit 2,24,720 –

Other Services 1,36,933 12,33,435

Total 20,47,053 23,57,035

35. PAYMENT TO AUDITOR (including service tax)


Travelling Expenses 3,73,356 42,30,831

Demurrage Charges 1,45,63,890 –

Claims 2,36,79,740 –

Total 3,86,16,986 42,30,831

36. EXPENDITURE IN FOREIGN CURRENCY (Accrual Basis)


Export of Goods on FOB basis – 1,36,21,405

37. EARNINGS IN FOREIGN CURRENCY (Accrual Basis)


Raw materials – –

Traded Goods – 35,20,54,177

38. VALUE OF IMPORTS ON CIF BASIS IN RESPECT OF:

39. VALUE OF RAW MATERIALS (COAL) CONSUMED DURING THE YEAR:


Imported – – – –

Indigenous 37,74,15,305 100% 75,62,74,198 100%

Total 37,74,15,305 100% 75,62,74,198 100%

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46



Not Later than one year 61,561 58,629

Later than one year not later than five years 2,78,601 2,65,334

Later than five years 6,90,67,695 6,91,42,522

40. OPERATING LEASE

The Company has its office premises under operating lease arrangement which is cancellable at the option ofthe Company, by providing 3 months prior notice. The Company is incurring lease rent for the leasehold landreferred in note14 of Notes to Financial Statements which is non-cancellable lease.

The total of future minimum lease payments under non-cancellable operating leases for each of the followingperiods as at March 31, 2013

Gratuity and Leave Encashment

Reconciliation of Opening and Closing Balances of Defined Benefit Present Value of obligations (PVO)

GRATUITY LEAVE ENCASHMENT

31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

PVO as at the beginning of the period 12,17,197 13,56,781 11,87,176 15,62,302

Interest Cost 1,00,419 1,15,326 97,942 1,32,796

Current service cost 4,93,242 4,54,879 1,32,291 33,274

Past service cost - (non-vested benefits) – – – –

Past service cost - (vested benefits) – – – –

Benefits paid (1,45,384) (25,702) (3,61,916) (3,35,602)

Actuarial loss/(gain) on obligation (1,18,762) (6,84,087) 2,03,646 (2,05,594)

PVO as at the end of the period 15,46,712 12,17,197 12,59,139 11,87,176

41. GRATUITY AND OTHER POST EMPLOYMENT BENEFIT PLANS

As per Accounting Standard - 15 revised, "Employee Benefits", the disclosures as defined in the AccountingStandard are given below:

For determining the gratuity/leave encashment liability of the Company, the following actuarial assumptionswere used:

PRINCIPAL ACTUARIAL ASSUMPTIONS GRATUITY LEAVE ENCASHMENT

31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Discount Rate per annum 8.25% 8.50% 8.25% 8.50%

Salary escalation rate per annum 6.00% 6.00% 6.00% 6.00%

Attrition rate per annum 2.00% 2.00% 2.00% 2.00%

Expected rate of return on Plan Assets Unfunded

03 ECL ar 2013.pmd 24/08/2013, 6:29 PM46


47


31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Actuarial gain / loss recognised

Actuarial gain / (loss) for the period -Obligation (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Actuarial gain / (loss) for the period -Plan Assets – – – –

Total (gain) / loss for the period (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Actuarial (gain) / loss recognized inthe period (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Unrecognized actuarial (gain) / loss at theend of the year (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Amounts recognized in the Balance Sheetand related analysis

Present value of the obligation 15,46,712 12,17,197 12,59,139 11,87,176

Fair value of plan assets – – – –

Liability recognized in the balance sheet 15,46,712 12,17,197 12,59,139 11,87,176

Expenses recognized in the statement ofprofit and loss:

Current service cost 4,93,242 4,54,879 1,32,291 33,274

Interest Cost 1,00,419 1,15,326 97,942 1,32,796

Expected return on plan assets – – – –

Net actuarial (gain)/loss recognised in the year (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Past service cost - non-vested benefits – – – –

Past service cost - vested benefits – – – –

Expenses recognized in the statement ofprofit and loss 4,74,899 (1,13,882) 4,33,879 (39,524)

Movements in the liability recognized in theBalance sheet

Opening net liability 12,17,197 13,56,781 11,87,176 15,62,302

Expense as above 4,74,899 (1,13,882) 4,33,879 (39,524)

Contribution paid (1,45,384) (25,702) (3,61,916) (3,35,602)

Closing net liability 15,46,712 12,17,197 12,59,139 11,87,176


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48

Amount for the current period

Present Value of obligation 15,46,712 12,17,197 11,87,176 15,62,302

Plan Assets – – – –

Surplus (Deficit) (15,46,712) (12,17,197) (12,59,139) 11,87,176

Experience adjustments on plan liabilities -(loss)/gain (1,18,762) (6,84,087) 2,03,646 (2,05,594)

Experience adjustments on plan assets -(loss)/gain – – – –



31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Name of the Defined Contribution Plan Amount Debited in P & L A/c

31-Mar-13 31-Mar-12

Contribution to Provident Fund 17,95,756 17,59,509


Net Profit/(Loss) after Taxes as per Statement of Profit and Lossattributable to Equity Shareholders (Rs.) (39,78,92,539) 2,01,70,680

Nominal Value Per Share (Rs.) 10 10

Weighted Average Number of Equity Shares used as denominationfor calculating Earnings per share 1,55,00,000 1,55,00,000

Basic and Diluted Earnings per share (Rs.) (25.67) 1.30

42. EARNINGS PER SHARE

43. RELATED PARTY DISCLOSURES1. Holding Company Haldia Coke and Chemicals Private Limited

2. Key Managerial Personnel 1. Mrs. Vathsala Ranganathan (Managing Director)(Upto March 02, 2012)

2. Mr. Ganesan Natarajan (Whole-time Director)

3. Fellow Subsidiaries Wellman Coke India LimitedMississippi Minerals Inc., USA(formerly Tiger American Minerals Inc., USA )Iaeger Minerals Inc., USA(formerly Shriram Minerals Inc., USA)

4. Associate Enterprise Shriram EPC Limited

5. Enterprises having ability to exercise control Premier Energy and Infrastructure LimitedEMAS Engineers & Contractors Private LimitedShriram Auto Finance, partnership firm

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49

NOTES TO THE FINANCIAL STATEMENTS (Contd.)6. Transactions with Related Parties

Particulars Holding Company Fellow Subsidiaries Associate Enterprise Enterprise havingability to exercise

control

7. Details of Material Related Party Transactions

Particulars Relationship 31-Mar-13 31-Mar-12

TRANSACTIONS DURING THE YEAR

Sale of Goods

Haldia Coke and Chemicals Pvt Ltd Holding Company 7,99,43,991 –

Wellman Coke (India) Limited Fellow Subsidiary 41,60,19,375 43,86,17,393

Purchase of Goods

Haldia Coke and Chemicals Pvt Ltd Holding Company 48,60,06,558 376,93,97,703


Shriram EPC Limited Associate Enterprise 63,09,98,956 –

2012-2013 2011-2012 2012-2013 2011-2012 2012-2013 2011-2012 2012-2013 2011-2012

Sale of Goods 7,99,43,991 – 41,60,19,375 43,86,17,393 – – – –

Purchase of Goods 48,60,06,558 376,93,97,703 21,49,57,407 4,44,29,700 63,09,98,956 – – –

Loans Received 155,67,89,789 120,85,07,771 68,43,79,494 – 74,10,00,000 – 8,13,00,000 7,18,96,165

Loans repaid 68,47,82,194 96,86,10,965 74,62,10,993 – 21,17,46,273 – 11,58,00,000 2,20,00,000

Expense reimbursed by 5,57,000 1,72,835 1,02,41,664 7,45,997 – 27,68,758 – –

Expenses reimbursed to 7,00,553 – 26,104 5,000 23,13,152 – – –

Interest Paid – 6,16,52,218 2,31,51,974 – – – – –

Interest Received – – 10,60,12,522 – – – 48,57,535 34,66,854

Remuneration – – – – – – 47,39,520 65,34,720

Capital - Contract (billing) – – – – – 2,11,21,228 – –

Guarantee Issued – – 3,23,28,000 66,15,65,000 – – – –

Guarantee Extinguished – – – (2,38,50,000) – – – –

Balance Outstanding at theyear end

Unsecured Loans 218,78,58,207 131,57,00,059 11,76,22,516 16,65,17,601 110,76,35,291 57,60,68,412 – –

Loans & Advances – – – – – – 4,62,79,594 69,22,059

Sundry Debtors – – 88,83,48,595 60,00,38,717 – – – –

Sundry Creditors 68,844 144,27,95,396 – – 63,09,98,956 – – –

Guarantee Outstanding (given) – – 205,97,93,000 202,74,65,000 – – – –

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in Rupees

Loans Received


Wellman Coke (India) Limited Fellow Subsidiary 68,43,79,494 –


EMAS Engineers & Contractors Pvt Ltd Enterprise having ability toexercise control 8,00,00,000 4,80,00,000

Premier Energy and Infrastructure Ltd Enterprise having ability toexercise control 13,00,000 1,88,96,165

Shriram Auto Finance Enterprise having ability toexercise control – 50,00,000

Loans Repaid


EMAS Engineers & Contractors Pvt Ltd Enterprise having ability toexercise control 11,45,00,000 1,70,00,000

Shriram Auto Finance Enterprise having ability toexercise control – 50,00,000

Premier Energy and Infrastructure Ltd Enterprise having ability toexercise control 13,00,000 –



Expenses Reimbursed by

Haldia Coke and Chemicals Pvt Ltd Holding Company 5,57,000 1,72,835

Wellman Coke (India) Limited Fellow Subsidiary 1,02,41,664 7,45,997

Shriram EPC Limited Associate Enterprise – 27 68 758

Expenses Reimbursed to

Haldia Coke and Chemicals Pvt Ltd Holding Company 7,00,553 –

Wellman Coke (India) Limited Fellow Subsidiary 26,104 5,000

Shriram EPC Limited Associate Enterprise 23,13,152 –

Interest Paid

Haldia Coke and Chemicals Pvt Ltd Holding Company – 6,16,52,218


Interest Received


EMAS Engineers & Contractors Pvt Ltd Enterprise having ability toexercise control 48 57 535 34,66,854

Capital - Contract

Shriram EPC Limited Associate Enterprise – 2,11,21,228

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Remuneration

Ganesan Natarajan Key Managerial Personnel 47,39,520 47,39,520

Vathsala Ranganathan Key Managerial Personnel – 17,95,200

Guarantees Issued

Wellman Coke (India) Limited Fellow Subsidiary – 15,00,00,000

Iaeger Minerals Inc, USA Fellow Subsidiary 3,23,28,000 51,15,65,000

Guarantees Extinguished

Wellman Coke (India) Limited Fellow Subsidiary – (2,38,50,000)

BALANCES OUTSTANDING AT THE YEAR END

Unsecured Loans



Shriram EPC Limited Associate Enterprise 110,76,35,291 57,60,68,412

Loans & Advances

EMAS Engineers & Contractors Pvt Ltd Enterprise having ability toexercise control 4,62,79,594 69,22,059

Sundry Debtors


Sundry Creditors

Haldia Coke and Chemicals Pvt Ltd Holding Company 68,844 144,27,95,396


Guarantees Outstanding


Iaeger Minerals Inc, USA Fellow Subsidiary 54,38,93,000 51,15,65,000

8. Debts due from the same Management

Wellman Coke (India) Limited 88,83,48,595 60,00,38,717


in Rupees


Particulars 31-Mar-13 31-Mar-12

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44. DISCLOSURES UNDER LISTING AGREEMENTAs required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10thJanuary, 2003, the following disclosure has been made:

• Loans and advances in the nature of loans to subsidiaries: Nil

• Loans and advances in the nature of loans to associates: Nil

• Loans and advances in the nature of loans to firms/companies in which directors are interested:

Name of the Company Maximum OutstandingAmount as on

due 31 March 2013

EMAS Engineers & Contractors Pvt Ltd 11,89,82,936 4,62,79,594

• Investments by Loan in the shares of the Company as on 31 March 2013 : Nil.

45. SEGMENT REPORTINGThe Company is engaged in the business of manufacturing and trading of coke/coal and generation of power,which as per Accounting Standard 17 on "Segment Reporting" are considered to be different reportablebusiness segment.

The Company is operating in India which is considered as a single geographical segment.

PARTICULARS COKE POWER TOTAL

REVENUE External Sales 343,76,64,386 83,91,676 344,60,56,062Inter segment Sales – – –TOTAL REVENUE 343,76,64,386 83,91,676 344,60,56,062

RESULTSSegment Results (21,56,77,347) (8,48,19,892) (30,04,97,239)Interest & Finance Charges – – 19,35,95,637Unallocated Corporate (Expenses)/ Income – – (3,33,79,355)TOTAL PROFIT BEFORE TAX – – (52,74,72,231)Income Taxes – – (12,95,79,692)TOTAL PROFIT AFTER TAX – – (39,78,92,539)

CAPITAL EMPLOYEDSegment Assets 583,95,35,132 46,91,56,222 630,86,91,354Segment Liabilities 341,94,24,680 9,20,840 342,03,45,520Unallocated Assets/ (Liabilities) – – (277,72,52,904)TOTAL CAPITAL EMPLOYED 242,01,10,452 46,82,35,382 11,10,92,930

Capital Expenditure 8,90,29,215 47,781 –Depreciation and amortization 7,20,50,068 8,40,35,618 –Non-Cash expenditure other than Depreciation andamortization – – –





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Cash Flow Statement for the year ended 31 March 2013in Rupees

Year ended Year ended31st March 2013 31st March 2012

CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax from continuing operations (52,74,72,231) 4,84,04,226

Profit before tax from discontinuing operations

Profit before tax (52,74,72,231) 4,84,04,226

Non-cash adjustment to reconcile profit before tax to net cash flows

Depreciation/ Amortisation 16,22,38,334 14,99,63,383

Reversal of Excess Depreciation (5,90,010) –

Interest Expense 19,35,95,637 15,06,28,095

Loss on Sale of Asset 6,538 4,053

Provision for Gratuity and Leave encashment 9,08,778 (1,53,388)

Profit on Sale of Fixed Asset – (15,533)

Liabilities no longer required written back – (2,03,777)

Deposit Written off 40,65,000 –

Sundry Balances Written Back 4,20,97,226 (8,53,552)

Interest Income (14,20,46,270) (3,99,23,629)

Bad Debts 5,06,61,535 3,91,70,388

Operating Profit before working capital changes (21,65,35,463) 34,70,20,266

Movements in working capital:

Increase / (Decrease) in Trade Payables (46,14,82,589) 307,14,54,141

Increase / (Decrease) in Long Term Provisions 2,51,67,184 3,72,46,503

Increase / (Decrease) in Short Term Provisions (1,38,04,191) (3,77,14,018)

Increase / (Decrease) in Other Current Liabilities 68,79,22,967 (26,56,373)

Increase / (Decrease) in Other Long term Liabilities 24,29,71,392 (159,16,44,518)

Decrease / (Increase) in Trade Receivables 36,69,50,875 (330,56,44,489)

Decrease / (Increase) in Inventories 4,60,23,744 59,29,87,508

Decrease / (Increase) in Long Term Loans & Advances 15,55,21,883 4,45,179

Decrease / (Increase) in Short Term Loans & Advances 3,86,16,950 (22,83,47,871)

Decrease / (Increase) in Other Current Assets (6,24,86,614) (5,20,56,404)

Decrease / (Increase) in Other non-Current Assets (165,98,72,802) 142,47,60,504

Cash Generated from / (used in) operations (85,10,06,665) 25,58,50,426

Direct Taxes Paid (Net of Refunds) ( 46,00,973) (16,11,346)

Net Cash Flow From/ (Used in) operating Activities (A) (85,56,07,638) 25,42,39,080

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This is the Cash Flow Statement referred to in our report of even date.

As per our report attached

For Sreedhar, Suresh & RajagopalanChartered AccountantsFirm Registration No. 003957S

S. SUBRAMANIAMPartnerM. No. 025433

Place : ChennaiDate : 29.05.2013




CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets including intangible assets and CWIP (8,90,76,996) (2,21,35,193)

Proceeds from sale of fixed assets 35,000 50,000

Margin Money Deposit (26,33,09,924) (8,24,79,784)

Interest Received 14,20,46,270 3,99,23,629

Net Cash Flow From/ (Used in) Investing Activities (B) (21,03,05,650) (6,46,41,348)

CASH FLOW FROM FINANCING ACTIVITIES

Proceeds / (Repayments) from Long-term borrowings 51,23,32,601 (7,80,08,361)

Proceeds / (Repayments) from short-term borrowings 77,05,81,730 (14,03,42,401)

Interest Paid (19,35,95,637) (14,92,61,475)

Net Cash Flow From/ (Used in) Financing Activities (C) 1,08,93,18,694 (36,76,12,238)

Net Increase/ (decrease) in cash and cash equivalents (A+B+C) 2,34,05,406 (17,80,14,506)

Cash and Cash equivalents at the beginning of the year 1,33,03,921 19,13,18,427

Cash and Cash equivalents at the end of the year 3,67,09,327 1,33,03,921

NOTE:

Cash and Cash equivalents as per Balance Sheet 55,54,09,314 26,86,93,984

Less: Margin Money treated as investment 51,86,99,987 25,53,90,063

Cash and Cash equivalents as Cash Flow Statement 3,67,09,327 1,33,03,921


in Rupees

Year ended Year ended31st March 2013 31st March 2012

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55

ENNORE COKE LIMITEDRegistered Office : Sigappi Achi Building, 1st Floor,

18/3 Rukmini Lakshmipathi Road, Egmore, Chennai - 600 008

✃ ✃

PROXY FORM

I/We ............................................................................................... of in the district of ................................................

.................................................................... being a Member(s) of the above named Company, hereby appoint

Shri/Smt. of ...................................................................................... in the district of ...................................................

............................................................ or failing him Shri/Smt. ...................................................................................

of ................................................................................................................................................. in the district of

.................................................................................. as my/our proxy to vote for me/us, on my/our behalf

at the TWENTY EIGHTH ANNUAL GENERAL MEETING of the Company to be held on Friday, the

20th day of September, 2013 at Mini Hall, Sri Krishna Gana Sabha, 20, Maharajapuram Santhanam Road,

T. Nagar, Chennai - 600 017 at 10.15 A.M. and at any adjournment thereof.

Signed this .................................. day of ..................................... 2013.Affix

Re. 1/-RevenueStampNumber of Shares held

Regd. Folio NumberDP.IDClient ID :

The Companies Act, 1956 lays down that an instrument appointing a proxy shall be deposited at theRegistered Office of the Company not later than 48 hours before the time of holding the Meeting.

ATTENDENCE SLIP

ENNORE COKE LIMITEDRegistered Office : Sigappi Achi Building, 1st Floor,

18/3 Rukmini Lakshmipathi Road, Egmore, Chennai - 600 008

Full Name of the Member attending (in Block Letters)

Full Name of the first joint-holder

Name of the Proxy

I hereby record my presence at the TWENTY EIGHTH ANNUAL GENERAL MEETING of the Company tobe held on Friday, the 20th day of September 2013 at Mini Hall, Sri Krishna Gana Sabha, 20, MaharajapuramSanthanam Road, T. Nagar, Chennai - 600 017 at 10.15 A.M.

Number of Shares heldRegd. Folio NumberDP.IDClient ID :

Member’s / Proxy’s Signature.

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ennore coke limited annual report 2012-201302 ecl ar 2013.pmd 1 24/08/2013, 6:28 pm. ennore coke...

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