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Page 1: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

Hindustan Colas limited

efnbogmleeve keÀesueeme efueefceìs[

Our People

Shape

Our Success

Annual Report 2013-14

Page 2: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

HINCOL is a joint venture of

Hindustan Petroleum Corporation Ltd. and Colas SA France

Business Profile

Corporate Information

Financial Highlights

Performance Profile

Performance at a Glance

Sustainability & CSR Reporting

3

4

7

8

10

12

Corporate Governance Report

Directors’ Report

Management Discussion & Analysis

Photo Gallery

Independent Auditors’ Report

Financial Statements

17

23

27

32

33

38

Contents

Administration Building at Bahadurgarh Plant

Page 3: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

Hindustan Colas Limited 1

Teamwork divides the task and multiplies the success

What does it take to achieve success year after year?

It takes a set of skilled, dedicated and motivated people who are personally

driven to achieve outstanding results.

At HINCOL, a spirit of integrity, collaboration and commitment drives our

business every day and helps us to reach new milestones year after year.

Our people are our key assets and partners in creating growth and value

for our stakeholders.

In the last year, despite a challenging economic environment, our people

steered the company to excellent performance on all fronts - strong sales

growth, increased revenue, healthy profits. We adopted new technology

and created innovative solutions to the most demanding problems.

To maximise the success of our company and our people, we have taken

various customer centric and people centric initiatives. Our core values of

integrity discipline, excellence, responsiveness and responsibility are the

pillars upon which we have built the culture of our company.

The policies and programs that we have instituted to attract and retain the

best people and to encourage them to reach their full potential are vital to

our competitve strength.

We value the talent of our people and provide encouragement, support and

opportunities for their growth and development.

Page 4: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

VisionTo be a preferred partner by providing effective &

sustainable solutions for infrastructure development

and deliver consistent growth through inspired people.

MissionWe will create consistent value for our stakeholders by:

• Having superior understanding of customer

needs & expectations.

• Constantly upgrading our technology and

continually offering innovative, customized,

sustainable & optimal solutions.

• Pursuing new growth opportunities.

• Managing our business in ethical, safe and

environment friendly manner.

• Focusing on development & well-being of

teammates and society.

2 Annual Report 2013-14

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Business Profile

Our Products and Services

HINCOL combines industry knowledge,

manufacturing expertise, and technological

innovation to offer a broad portfolio of products

and services to its customers. Our goal is

to design, produce and deliver products and

solutions that matter. We aim to deliver pavement

solutions to reduce impact on the environment and

improve quality of life. We support infrastructure

customers throughout India. Our paving solutions

help keep communities moving to improve trade

and access to services. Our range of products

comprise bitumen emulsions, modified bitumen

emulsions, customized emulsions, modified

bitumen, tailor-made products like PMB (Run-

way Grade) conforming to highest standards

of quality. The solution for permanent repair of

potholes “ROADBOND” has found recognition and

appreciation. HINCOL also ventured into pavement

maintenance with Microsurfacing technology. We

undertake execution of Microsurfacing projects

through dedicated machineries and skilled crew.

Rural road construction with Cold mix is being

actively pursued to make the dream of connecting

every village a reality.

Our Facilities

HINCOL has a network of eight manufacturing

facilities strategically located across India. All its

locations are Integrated Management System

(IMS) certified. Locations are equipped with

state-of-the-art laboratory to ensure superior

quality products. Our reach is further enhanced

by our strong marketing network and storage

depots that take our products closer to our

customers. Our manufacturing plants deploy

modern state-of-the-art production facilities.

HINCOL also posses state-of-the-art paver for

execution of Microsurfacing projects. HINCOL

is also equipped with mobile manufacturing

facility for Modified Bitumen which can be

deployed at project site to cater to the specific

needs of the customer. Over a period of time,

HINCOL has been able to successfully set up a

central laboratory to develop new products and

formulations with active support from COLAS.

We aim to deliver pavement

solutions to reduce impact on

the environment and improve

quality of life.

Hindustan Colas Limited 3

Microsurfacing project in progress

Page 6: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

Board Of Directors

4 Annual Report 2013-14

Mr. Somchit SertthinChairman

Mr. Jacques PastorDirector

Mr.Pushp Kumar JoshiDirector (from March'14)

Mr. Hervé Le BoucDirector

Ms. Nishi VasudevaDirector

Mr. K V RaoDirector (from June'13)

Mr. S Roy ChoudhuryDirector (till Feb'14)

Mr. Jacques LeostAlternate Director to Mr. Hervé Le Bouc

Mr. Bhaswar MukherjeeDirector (till May'13)

4 Annual Report 2013-14

Better Roads, Better Life

Page 7: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

"MANAGER" UNDER THE COMPANIES ACT

Tejbir Singh Sawhney (from 18.04.2013)

V K Shrote (till 17.04.2013)

COMPANY SECRETARY

1. Sanjeev Kumar Rastogi (from 2nd May'14)

2. SitaRam Taparia (till 1st May'14)

REGISTERED OFFICE

D-500, TTC Industrial Area, MIDC.

Opp. HPCL Terminal, Turbhe,

Navi Mumbai – 400 703.

Email: [email protected]

Phone: 022-6516 5255 / 56, 4155 3100

Fax : 022-2763 1942, 2761 3128

CORPORATE OFFICE

R&C Building Annexe, Sir J J Road, Byculla,

Mumbai- 400 008 Phone: 91-22-61501000.

Website: www.hincol.com

Fax : 022-2374 1711

Corporate Identity Number

U23200MH1995PLC090671

Senior Management Team

Hindustan Colas Limited 5

Tejbir Singh SawhneyChief Executive Officer

Sanjeev Kumar RastogiCompany Secretary

(from 2nd May'14)

V K ShroteChief Operating Officer

Bharat Kaneri

Head - CommercialAjit Kumar M

Head - IT & ERP

SitaRam TapariaChief Financial Officer

(till 1st May'14)

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6 Annual Report 2013-14

Better Roads, Better Life

Plant ManagersAnil Sharma, Savli

Atul Kumar Misra, Jhansi

E.B. Sajikumar, Vashi

N. Suresh Kumar, Mangalore

Ratnesh Kumar, Haldia

T. Karthikeyan, Irungattukottai

Vinod Aggrawal, Bahadurgarh

V. Sriram, Visakhapatnam

Marketing ManagersAvdesh Singh, Eastern Region

K.G. Ranganatha, Southern Region

Shekhar Wani, Western Region

Vikas Anand, Northern Region

Statutory AuditorsM/s Ford, Rhodes, Parks & Co.

Chartered Accountants, Mumbai

Cost AuditorsM/s Kishore Bhatia & Associates

Cost Accountants, Mumbai

Internal AuditorsM/s G P Kapadia & Co.

Chartered Accountants, Mumbai

(Till March'14)

BankersCorporation Bank

IDBI Bank

Kotak Mahindra Bank

Standard Chartered Bank

State Bank of India

Functional / Business Heads

V. Vijayaraghavan Business Head

Southern Region

Vikas GangalBusiness HeadWestern Region

T.K. SubhashChief Manager-Technical

Subhendu KunduBusiness HeadEastern Region

Vijay AgrawalChief ManagerInternal Audit

Sushil DekateHead-HR

Anoop MishraBusiness Head

Northern Region

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Key Indicators € Million $ Million Increase/(Decrease)

FY 13-14 FY 12-13 FY 13-14 FY 12-13 %Change

Revenue from Operations 101.97 75.47 136.76 101.22 35.12

Other Income 0.78 0.84 1.05 1.13 (7.05)

Total Revenue 102.75 76.31 137.81 102.35 34.65

Cash Profit before tax 9.75 7.23 13.08 9.69 34.90

Depreciation 0.72 0.78 0.97 1.04 (7.44)

Profit Before Tax 9.03 6.45 12.11 8.65 40.02

Current and Deferred Tax 3.04 2.21 4.08 2.96 37.74

Profit After Tax 5.99 4.24 8.03 5.69 41.20

For sake of comparison, Average Exchange Rate of FY 2013-14 applied to both the years as:1 €= 81.141 $ = 60.50

Key Indicators € Million $ Million Increase/(Decrease)

As at

31.03.14

As at

31.03.13

As at

31.03.14

As at

31.03.13

%Change

Fixed Assets Base 10.73 10.67 14.74 14.67 0.53

Working Capital 7.84 6.42 10.77 8.83 22.00

Total Assets 18.57 17.09 25.51 23.50 8.60

Net Worth 17.44 15.91 23.96 21.86 9.64

Loan Funds - 0.19 - 0.26 (100.00)

Deferred Tax Liability 1.13 0.99 1.55 1.38 13.31

Total Liabilities 18.57 17.09 25.51 23.50 8.60

For sake of comparison, Exchange Rate as of 31.3.2014 applied to both the years as:1 €= 82.581 $ = 60.10

Financial Highlights

Hindustan Colas Limited 7

Page 10: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

Performance Parameter As at

31.03.14

As at

31.03.13

As at

31.03.12

As at

31.03.11

As at

31.03.10Gross Fixed Assets 12,923 12,260 11,402 8,992 7,668 Less :Depreciation 4,115 3,545 2,970 2,469 2,029 Net Fixed Assets 8,808 8,715 8,432 6,523 5,639 Capital Works-In-Progress (including advances) 51 97 339 1,055 501

(A) 8,859 8,812 8,771 7,578 6,140

Inventories 2,802 3,204 2,606 1,951 1,774 Trade Receivables 7,362 4,430 3,053 1,641 1,676 Cash and Bank Balances 9,615 7,495 7,320 7,100 5,992

Other Assets 1,412 1,521 1,421 1,363 1,096 (B) 21,191 16,650 14,400 12,055 10,538

Less : Liabilities & Provisions (C) 14,719 11,345 9,473 6,750 5,323 Net Working Capital (D=B-C) 6,472 5,305 4,927 5,305 5,215 (A+D) 15,331 14,117 13,698 12,883 11,355

Share Capital 945 945 945 945 945 Reserves and Surplus 13,456 12,190 11,843 11,121 9,655 Net Worth 14,401 13,135 12,788 12,066 10,600 Loan Funds - 153 206 253 254 Deferred Tax Liability 930 829 704 564 501

15,331 14,117 13,698 12,883 11,355

Fixed Assets Turnover (Times) 9.36 6.97 5.09 5.16 6.10 Current Ratio (Times) 1.44 1.47 1.52 1.79 1.98 Liquid Ratio (Times) 1.25 1.19 1.25 1.50 1.65 Capital Employed Turnover Ratio (Times) 5.62 4.40 3.13 2.92 3.58 Book Value per Share (`) 152.39 138.99 135.33 127.68 112.18

Performance Profile

(In ` Lakhs)

8 Annual Report 2013-148 Annual Report 2013-148 Annual Report 2013-14

Better Roads, Better Life

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Hindustan Colas Limited 9

Performance Parameter FY 13-14 FY 12-13 FY 11-12 FY 10-11 FY 09-10Volumes (in MT)Sales 197,628 171,275 127,728 130,230 132,060 Jobwork at Plant 178 5,926 18,678 28,643 52,606

197,806 177,201 146,406 158,873 184,666

Operating Margins (In ` Lakhs)Revenue from Operations 82,742 61,237 41,584 35,370 35,204 Cost of Goods Sold 70,607 51,947 34,236 28,012 26,779 Operating Expenses 2,101 1,788 1,393 1,259 873

(A) 10,034 7,502 5,955 6,099 7,552 ExpensesEmployee Costs 1,271 1,125 1,063 897 782 Administrative Expenses 769 628 579 531 567 Selling and Distribution Expenses 712 562 492 397 410 Depreciation 585 632 531 456 393

(B) 3,337 2,947 2,665 2,281 2,152 Profit from operating activities (A-B) 6,697 4,555 3,290 3,818 5,400 Other Income 633 681 658 427 405 Finance Charges 3 3 3 2 2 Exceptional & Extraordinary Items -Gain / (Loss) - - 109 (67) - Profit before Tax 7,327 5,233 4,054 4,176 5,803 Provision for Taxation 2,467 1,791 1,410 1,338 1,978

Profit after Tax 4,860 3,442 2,644 2,838 3,825

Operating Margin as % of Revenue from Operations 12.13 12.25 14.32 17.24 21.45 PBT as % of Total Revenue 8.79 8.45 9.60 11.67 16.30 PAT as % of Total Revenue 5.83 5.56 6.26 7.93 10.74 Return on Average Net Worth% 35.30 26.56 21.28 25.04 42.94 EPS in ` 51.43 36.42 27.98 30.04 40.48 Cash EPS in ` 57.62 43.11 33.60 34.86 44.64

Hindustan Colas Limited 9Hindustan Colas Limited 9

Page 12: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

200

150

100

50

0

100000

75000

50000

25000

0

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Emulsions OthersModified BitumenJobwork Own Production

Sales Volumes (in TMT)Production Volumes (in TMT)

CAGR 1.85%

200

150

100

50

0FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Revenue

Revenue (in ` lakhs)

35,609 35,797

42,242

61,918

83,375

Profit After Tax6000

4500

3000

1500

0

3,825

2,838 2,644

3,442

4,860

132

6

19

29

52

128

130

172 19

8

Performance at a Glance

Interest Income

Depreciation & Finance ChargesRoad Project ExecutionAdmin and S&D expenses

Other IncomeEmployee costsHospitality Charges

Income Tax

Sales COGS & Operating expenses

Revenue Profile for FY13-14 Expenditure Profile for FY13-14

0.06% 3.14%

0.51% 0.75%

0.73% 1.89%

0.97% 1.62%

97.73% 92.60%

PAT (in ` lakhs)

108

102

100

109

117

79

60

2423177 5 4

2

2

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14 FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

10 Annual Report 2013-14

CAGR 10.67%

10 Annual Report 2013-14

Better Roads, Better Life

CAGR 6.17%CAGR 23.70%

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Hindustan Colas Limited 11

Net Worth Fixed Asset Base

Net Worth (in lakhs)

15000

13000

11000

9000

0

12,066 12,788

13,135

14,401

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

10,600

Return on Net Worth

RONW %

50

40

30

20

0

42.94

25.04

21.28

26.56

35.30

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Cash Position

Cash Position (in lakhs)

10000

8000

6000

4000

0

7,100

5,992

7,320

9,615

7,495

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

EPS / DPS

27.98

36.42

51.43

28.10

32.50

17.50

30.04

12.50

40.48

4.00

Dividend per share ( )Earning per share ( )

60

50

40

30

20

10

0FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Hindustan Colas Limited 11

PAT to Total Revenue

PAT to Total Revenue %

12

10

8

6

4

0

10.74

7.93

6.26 5.56 5.83

FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Fixed Asset Base (in lakhs)

8,169

10,047

11,741 12,357

12,974

15000

13000

11000

9000

0FY 09-10 FY 10-11 FY 11-12 FY 12-13 FY 13-14

Page 14: Our People Our Success - HINCOLhincol.com/Common/Uploads/DMS/Annual_Report_2013-14.pdfOur People Shape Our Success ... responsiveness and responsibility are the ... Head-HR Anoop Mishra

Sustainability & CSR Reporting

12 Annual Report 2013-14

Sustainability Reporting:

At HINCOL, sustainability is meeting the needs

of the present without compromising the world

that we leave for the future. Operationally,

this commitment drives decision making that

considers the economic, social and environmental

impact of everything we do. Our products and

people try to make the world a better place and

this simple & powerful purpose defines HINCOL.

Your Company`s achievements with respect to

sustainability are highlighted below:

Energy:

Your Company continuously emphasizes on

improving operating processes for better energy

efficiency. More than 90 % of the direct energy

consumption of HINCOL was in the form of

Furnace oil which is used in fuel thermic heaters

and series of energy based initiatives have

been taken to improve the long-term efficiency

of our operations. Your Company is committed

to manufacturing discipline to ensure optimum

energy utilisation and waste-reduction.

Society:

Your Company focuses on ensuring operational

and process safety as well as safeguarding the

communities in which it operates. There are

many examples of this, which include:

• Consistent implementation of design

practices during the design and engineering

of new equipment and also during installation

process. For example, for each capital

project, a structured process hazard analysis

is completed to identify hazards, evaluate

potential impact of hazards, and implement

appropriate safeguards to minimize risk, both

on-site and off-site.

• Standard procedures and work practices

are put in place to mitigate and prevent

operational hazards & risks for every operating

process. Examples of this include standards

for operating equipment and machinery,

personal protection requirements, equipment

maintenance and inspection requirements.

• Emergency response plan specific to the

hazards at each site. Part of this plan includes

a team of operators and personnel who

are trained to respond to process or safety

incidents.

• Programs in place for process auditing,

management of change, incident reporting

and investigation in order to ensure process

safety plans are maintained and updated as

needed.

12 Annual Report 2013-14

Better Roads, Better Life

Tree Plantation by Chief Executive Officer at Jhansi Plant.

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Hindustan Colas Limited 13Hindustan Colas Limited 13

Products and their application:

Your Company makes conscious efforts to

provide effective solutions and add value to its

customers. During the year HINCOL continued to

extend services of pavement evaluation, project

execution specific to Microsurfacing & Cold Mix

technologies and other advisory services. All

these solutions are provided with the intention of

moving to the role of a “Solution Provider” from

“Product Supplier” while helping the customers

to improve pavement performance. Some of the

key requirements of the pavements include:

• Smooth surface which decreases vehicle

maintenance cost, fuel cost and travelling

time.

• Noise is another important functional

condition that is affected by the surface

quality.

• Skid resistant and/or rut free surface

enhances safety.

• Extended service life by providing a renewed

water proof surface and protection from

ageing, oxidation deterioration and traffic

abrasion.

Bitumen emulsions being versatile and adaptable,

are used in the country for wide variety of

situations and are attractive from an economic

viewpoint. These are mainly used for pavement

maintenance, including both surface maintenance

(e.g. Microsurfacing) and structure maintenance

(e.g. Premix carpet). These techniques are well

known and enjoy ongoing improvements through

the use of new chemistry, new formulae and

design. Beyond pavement maintenance and

sustainable pavements, bitumen emulsions

contribute to sustainable development by

reducing energy consumption and emissions of

greenhouse gases. Models have been developed

and assessed that show the positive impact of the

use of bitumen emulsions on these parameters.

Your Company actively promotes environmental

friendly technologies that help in minimizing

carbon footprint.

Operating Processes and Practices:

Conscious efforts, during the year, have led to

significant improvement in providing innovative

solutions thereby helping minimise environmental

impact.

• Continued progress toward CO2 foot print

reduction through promoting emulsion

based technologies like Microsurfacing,

Cold Mixes etc.

• Fuel Oil consumption is being tracked

World Environment Day celebration at Bahadurgarh

Plant

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14 Annual Report 2013-14

Better Roads, Better Life

and controlled through active intervention

and process improvements. Plate Heat

Exchangers are being installed for bitumen

heating there by optimising energy

consumption, minimising energy losses and

improving productivity.

• Energy recovery systems (from bitumen

emulsions) are being implemented at some

of the locations.

• Renewable energy sources likes Solar Energy

are being studied and are being considered

for pilot implementation.

Your Company will continuously pursue improved

technologies and processes considering

environmental, social and economic impact of

the same.

Safety Health and Environment

Your company strongly reaffirms its belief

that Health, Safety and Environment (HSE)

management is of paramount importance in all

its business activities. HSE management has

become an integral part of the activities carried

out at all HINCOL Plants. Your company is

strongly committed for continual improvement

on Health, Safety and Environment management

system. HINCOL has adopted Integrated

Management System (IMS) as tool for achieving

continual improvement on Quality, Health, Safety

& Environment front. HINCOL Plants continue

to work safely and have completed 26,25,076

accident free man-hours since last reportable

accident. During the year 2013-14, HINCOL plants

completed 7,93,602 accident free man-hours.

Your company strives to inculcate proactive

safety and environment friendly culture across

all its Plants. National Safety Day / Week,

World Environment Day, Road Safety Week,

Colas Safety Week were actively observed by

organizing various educative programs. HINCOL

has actively implemented “Safety Attitude” drive

during the last year as per guidelines from COLAS.

HINCOL has also established a strong practice

of carrying out periodic Fire and Safety audits

to ensure safe working conditions, adherence to

safe operating procedures and sharing best HSE

practices across the plants.

Emulsion drum filling facility at Haldia Plant

Training programme at Mangalore Plant

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Hindustan Colas Limited 15

Children from school run by ARPHEN – supported

by HINCOL at our Vashi Plant

CSR Initiatives

Your Company being a JV of two giant

organisations whose espoused values include

inclusive growth of society, it has embodied

the value system for improvement of quality of

life of weaker sections of society through our

sustainable efforts. During the year your company

increased the number of activities with a focus

on empowerment, education, infrastructure

facilities, health and community development

As part of your company’s sincere effort to

empower and improve the quality of life it has

adopted 1000 underprivileged girl children

from existing rural, tribal and urban poor areas

across India, for providing quality education in

partnership with K. C. Mahindra Education Trust.

Your Company also runs a livelihood program,

through Smile Foundation, to train underprivileged

urban youth with market-oriented job skills

such as English, Basic computer, Personality

development, Retail management, relevant soft

skills etc.. Your company continued it’s effort

to support the education of under-privileged

children of workers deployed in Quarry located

near the vicinity of Vashi Plant, through Bridge

classes and provided facilities to the students for

attending the classes.

This year, we witnessed natures’ worst

devastating incident at Uttarakhand, displacing

many lives. The Company and the employees

took an intitiative and voluteered with a donation

to support rehabilitation of affected people and

contributed towards the Chief Minister’s relief

fund.Handing over cheque to Chief Minister of

Uttarakhand for CM's Relief fund

During the year HINCOL increased the

number of activities with a focus on

empowerment, education, infrastructure

facilities, health and community development

Hindustan Colas Limited 15

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16 Annual Report 2013-14

Better Roads, Better Life

16 Annual Report 2013-14

Integrated Management System Policy

Hindustan Colas Ltd manufactures value added

bituminous products at its Plants across India. We at

HINCOL are deeply committed to retain and maintain

our leadership position in value added bituminous

products by meeting and exceeding quality,

environmental, occupational health and safety needs

of our stakeholders. HINCOL is strongly committed to:

Exceed customer expectations.

Meet national / international standards for its

products.

Comply with applicable legal/statutory and other

requirements.

Design and deploy safe & environmentally sound

processes for production and product handling at

all stages.

Operate and maintain plant & machinery within

designated safety criteria throughout its life.

Conserve key resources like electricity, water,

fuels through efficient plant operations.

Adopt appropriate control measures to prevent

injuries, occupational illness & environmental

pollution in its operations.

Inculcate proactive, safe & environment friendly

culture amongst its employees, contract workmen

and other related personnel through education and

empowerment.

Strive for continual improvement in its processes

through Integrated Management System.

Management at all levels will be responsible and

accountable for deployment of this policy.

Tree Plantation at Savli Plant

Safety briefing given to employees at

Haldia Plant

We at HINCOL are deeply committed

to retain and maintain our leadership

position in value added bituminous

products by meeting and exceeding

quality, environmental, occupational

health and safety needs of our

stakeholders

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1. Company’s Philosophy & Practice On Corporate Governance

HINCOL understands the significance of

serving all the stakeholders with fairness

and transparency and therefore, interest

of all stakeholders are kept in mind at

all levels - from Board of Directors to the

lowest executive level. The entire executive

management takes greater responsibility in

taking care of governance, risk management

and compliances (GRC) aspects - right from

conception to execution of any decision.

In the governance framework of HINCOL, the

Board of Directors and various Committees

thereof being at the top of the organizational

hierarchy oversee and approve all the

significant corporate as well as business

decisions in line with the Articles of

Association of the Company. While the

Audit Committee of the Board oversees the

Corporate Governance Report

financial reporting and internal controls,

the Remuneration Committee reviews the

remuneration payable to key managerial

person(s). The newly formed CSR Committee

is responsible for steering various CSR

initiatives.

Executive management team under the

leadership of the Chief Executive Officer

discharges its responsibilities subject to

the supervision, control and direction of

the Board of Directors. Below the level of

the Board, a Management Committee has

been constituted comprising of CEO, COO,

CFO, Head - Commercial, Head - IT & ERP,

Head - Technical and all the Regional

Business Heads (RBHs). While the routine

decisions are taken by a sub-committee

named as “Executive Committee”, the

Management Committee continues to serve

as a think-tank to ponder over broader

issues relating to policy makers.

HINCOL Management briefing the Board

At HINCOL, the entire executive management

takes greater responsibility in taking care of governance,

risk management and compliances aspects

Hindustan Colas Limited 17

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18 Annual Report 2013-14

Better Roads, Better Life

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Hindustan Colas Limited 19

3. Meetings of Board of Directors

Meetings of Board of Directors are held at

least four times in a year and depending

upon the requirement, meeting are held with

greater frequency, The agenda for the meeting

is circulated 2 weeks before the meeting

and it includes matters requiring strategic

guidance from the Board, matters required

to be considered by the Board by various

laws, matter reported to the Board as per

internal governance protocols and significant

developments affecting business operations.

The most common matters which are included

in the agenda of Board meeting are given

below:

• Annual as well as Long term operating plans

and budgets, capital budgets, business plan

and investment plan

• Annual, Half-Yearly and Quarterly Financial

statements, Annual Cost statements and

significant changes in accounting policies

and internal controls

• Review of business performance and pricing

and marketing policies including Exports

• Significant risks and their response plans

• Information on significant ongoing or

probable litigation (Including litigation

with revenue authorities) and orders from

statutory/ Judicial authorities (including

demands & penalty )

• Significant matters involving human

resources management - particularly

policy matters including compensation and

benefits

• Status of safety and accidents /

near - misses

• Matters related to Research and

Development and intellectual Property

Rights and selection of technology and

process know - how

• Matters related to CSR and Sustainability

initiatives

• Appointment of principal bankers and

making of loans and investment of surplus

funds

• Write-Offs / disposal (fixed assets, inventories,

receivables, advances etc.)

• Related party transactions and other

significant agreements and contracts

including reporting of Purchase decisions

on nomination basis.

• Regulatory developments and compliances

• Delegation of power to Directors / Officers

of Company

• Appointment and resignation of Directors

and General notices of interest received

from Directors

• Appointment and remuneration of Auditors

and considering their reports

• Dividend declaration

• Formation / Reconstitution of Board Committees

with their Terms of reference and Minutes of

meetings of Board Committees

• Convening shareholders meeting and

approval to matter to be taken to such

shareholders’ meetings e.g. Amendment(s)

to the Memorandum or Articles of

Association etc.

• Proposals for Diversification, investment,

mergers and acquisitions, joint venture or

collaboration agreement

Hindustan Colas Limited 19

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20 Annual Report 2013-14

Better Roads, Better Life

Meetings of Board during FY 2013-14

Meeting

No.

Meeting

Date

Location Number of

Directors

attending

the meeting

79 May 9,2013 Mumbai 3

80 Jun 24,2013 Paris 6

81 Aug 7, 2013 Mumbai 5

82 Nov 8,2013 Goa 5

83 Feb 20,2014 New Delhi 6

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Somchit Sertthin 5 5* Y

Nishi Vasudeva 5 4 Y

Herve Le bouc 5 2 N

Jacques Leost 5 1 N

Jacques Pastor 5 4 Y

K V Rao 4 3 Y

B Mukherjee 1 1 N

S Roy Choudhury 5 5 Y

* Including through video conferencing

4. Committees of the Board

4A.Audit Committee - Constituted on

6th March 2001

Terms of reference

Functions

a. To oversee the company’s financial reporting

process and the disclosure of its financial

information to ensure that the financial

statements are correct, sufficient and credible.

b. To recommend the appointment and removal of

external auditor, fixation of audit fee and also

approval for payment to the auditors for any

other services.

c. To review the half-yearly financial statements

before submission to the Board.

d. To review with management the annual financial

statements before submission to the board,

focusing primarily on:

• Any changes in accounting policies and

practices.

• Major accounting entries based on exercise

of judgement by management.

• Qualification in draft audit report.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with legal requirements

concerning financial statements.

• Any related party transactions i.e.

transactions of the company of material

nature with promoters or the management,

their subsidiaries or relatives etc. that may

have potential conflict with the interests of

company at large.

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Hindustan Colas Limited 21

e. To discuss with the auditors periodically about

observations of the auditors.

f. To review periodically with the management,

external and internal auditors, the adequacy of

internal control systems.

g. To ensure compliance of internal control

systems.

h. To review the adequacy of internal audit function,

including the structure of the internal audit

department, staffing and seniority of the official

heading the department, reporting structure

coverage and frequency of internal audit.

i. To discuss with internal auditors any significant

findings and follow up there on.

j. To review the findings of any internal

investigations by the internal auditors into

matters where there is suspected fraud or

irregularity or a failure of internal control

systems of a material nature and reporting the

matter to the Board.

k. To discuss with external auditors before the

audit commences nature and scope of audit

as well as to have post audit discussion to

ascertain any areas of concern.

l. To review the company’s financial and risk

management policies.

m. To look into the reasons for substantial

defaults in the payment to debenture holders,

shareholders (in case of non payment of

declared dividends) and creditors.

Authority

The Audit Committee shall have all the

authorities / power of the Board of Directors,

in discharging the functions indicated here

in above and / or those mandated by the

Companies Act. 1956 as well as any rules/

regulations there under.

The authorities of the Audit Committee shall

include the following, as specified in Section

292A of the Act:

(i) authority to investigate into any matter

in relation to the items specified here in

above,

(ii) Full access to information contained in the

records of the company and

(iii) Full access to external professional advice,

if necessary.

Members of Audit Committee

K V Rao Chairman (from 08.11.2013)

Nishi Vasudeva Member

Somchit Sertthin Member

Mr. Jacques Pastor Member

Chairman (till 07.11.2013)

B Mukherjee Member (till 31.05.2013)

Meetings of Audit Committee during FY 2013-14

Meeting No. Meeting Date Location

27 May 09, 2013 Mumbai

28 August 07, 2013 Mumbai

29 November 08, 2013 Goa

30 February 20, 2014 New Delhi

Hindustan Colas Limited 21

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22 Annual Report 2013-14

Better Roads, Better Life

Attendance of Members in the Audit Committee

meetings during FY 2013-14

Name of the member

Number of Committee

meetings held during tenure

Number of meetings

attended *

Mr. Jacques Pastor 4 3

Nishi Vasudeva 4 4

Somchit Sertthin 4 4*

B Mukherjee 1 1

K V Rao 3 3

* including thru video conferencing

4B. Remuneration Committee – Constituted on

16th March 2010

Terms of reference

• To review the remuneration payable to

managerial person(s) e.g. “Manager”

appointed under the Companies Act (CEO)

• To make recommendations to the Board on

any increase in annual remuneration as well

as any variation in the maximum eligibility

of profit sharing in term of percentage

towards variable pay for such managerial

person(s)

• To ensure necessary compliances with the

Companies Act in respect of Managerial

Remuneration.

Members of Remuneration Committee

Mr. Jacques Pastor Member

Mr. K V Rao Member (from 24 .06.2013)

Mr. B Mukherjee Member (till 31.05.2013)

Meetings

There was no meeting of remuneration

Commitee held during FY 2013-14

4C. Committee for CSR - Constituted on

27th March 2012

Terms of reference

• To oversee and direct the and CSR initiatives

of the company

• To review and recommend changes in the CSR

policy in future.

Members of CSR Committee

Mr. Somchit Sertthin Member

Nishi Vasudeva Member

Meetings

Meeting No. Meeting Date

1 Nov 8, 2013

5. Details of last three Annual General Meetings

Meeting No. Meeting Date Location

16 Aug 18, 2011 Mumbai

17 Jul 26, 2012 Mumbai

18 Aug 7, 2013 Mumbai

6. Shareholding Pattern

Shareholder % holding

M/s HPCL and its nominees 50%

M/s COLASIE and its nominees 50%

22 Annual Report 2013-14

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Directors’ Report

Your Directors have pleasure in presenting the

19th Annual Report of your Company together

with the Audited Balance Sheet as at March 31st,

2014, the Cash Flow Statement and Statement of

Profit & Loss for the year ended March 31st, 2014.

Financial Performance

The summary detail of your company’s

performance during year is presented below:

(In ` Million)

Particulars 2013-14 2012-13*

Revenue from

Operations (Net)

8,274 6,124

Other Income 63 68

Total Revenue 8,337 6,192

Profits before Tax 733 523

Profit after Tax 486 344

Transfer to General

Reserve

49 34

Interim Dividend & tax

thereon

- 172

Proposed Dividend &

tax thereon

359 137

* Previous year numbers have been regrouped in

line with financial statements.

Business Performance

A. Manufacturing

Your company has 8 plants under operation

at Navi Mumbai, Bahadurgarh (Haryana),

Irungattukottai (near Chennai, Tamil Nadu),

Savli (near Vadodara, Gujarat), Visakhapatnam

(Andhra Pradesh), Mangalore (Karnataka),

Jhansi (Uttar Pradesh) and Haldia (West

Bengal). The physical performance of the

Company during the year is as under:

Sales in TMT*

Products 2013-14 2012-13

Emulsions 117 109

Modified Bitumen 79 60

Others# 2 2

Total Sales Volumes 198 171

* Excludes clearances for others on jobwork.

# Includes Cutback, Cold Mix, Modifier,

Antistripping agents and Trading Materials.

Apart from own manufacturing for sales

of above products, your company has also

undertaken manufacturing products for others

on job work basis at some of the plants as well

as at customer sites through our mobile facility.

B. Project Contracts

In order to diversify in the areas related to current

business, your company has ventured into

business of taking projects on contract basis

for various applications (construction / repairs

/ maintenance of roads etc.) - particularly with

technologies of cold mix and micro-surfacing

which offers huge potential.

In line with approval received in the last

Annual General Meeting to pursue this

business line as an independent and full-

fledged revenue model, your Company has

Hindustan Colas Limited 23

Board Meeting at Goa

Hindustan Colas Limited 23

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24 Annual Report 2013-14

Better Roads, Better Life

developed its own project execution capabilities and commissioned state of art equipments - imported specifically for application of Microsurfacing technology. In the first year itself, your Company has successfully executed projects worth INR 42 Million.

Shareholders’ ValueYour company has enhanced the value for shareholders over the years by consistent wealth creation which is evident from the following data given in respect of equity shares of INR 10 each:

(In `)

Value Parameter 2013-14 2012-13Earnings Per Share 51.43 36.42

Cash Earnings Per Share 57.62 43.11

Book Value Per share 152.39 138.99

DividendTaking into consideration the performance of your Company during financial year 2013-14 and also the future growth plans, your Directors recommend dividend @ 325 % of the paid up equity share capital.

DirectorsDuring the year, Mr. B Mukherjee resigned from the Board of the Company effective close of business hours from 31st May 2013 due to his retirement from the parent company viz. HPCL upon attaining the age of superannuation. Based on nomination received from HPCL, Mr. K V Rao, Director – Finance, HPCL was appointed as Additional Director in place of Mr. B Mukherjee effective 1st June 2013. In the 18th Annual General Meeting held on 7th August 2013, Mr. Rao was appointed as a Director liable to retire by rotation.

Towards end of the year, HPCL sent a communication nominating Mr. Pushp Kumar Joshi, Director – HR, HPCL as a Director w.e.f. 1st March 2014 in place of Mr. S Roy Choudhury who retired from the services of HPCL upon attaining the age of superannuation. Accordingly, Mr. S Roy Choudhury ceased to be Director and Mr. Pushp

Kumar Joshi was appointed as Additional Director to hold office effective 1st March 2014 till date of the next Annual General Meeting of the Company.

During the year 2013-14, Mr. Jacques Leost, who was an Alternate Director to Mr. Hervé Le Bouc (Original Director) at the beginning of year, vacated the office of Alternate Director on 7th August 2013 [on account of retirement of Original Director at AGM] and was reappointed as Alternate Director w.e.f. 8th August 2013.

Further, in accordance with provisions of the Companies Act and the Articles of Association of the Company, Mr. Jacques Pastor and Ms. Nishi Vasudeva, Directors of the Company, retire by rotation at the 19th Annual General Meeting of the Company and are eligible for re-appointment.

Your Directors place on record their appreciation for the valuable services rendered by Mr. B Mukherjee and Mr. S Roy Choudhury and extend a warm welcome to Mr. K V Rao and Mr. Pushp Kumar Joshi. Your Company would immensely benefit from the rich experience of Mr. Rao and Mr. Joshi.

Directors’ Responsibility StatementPursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors give hereunder the Directors' Responsibility Statement pertaining to the accounts of the Company, that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the company for the year ended on that date;

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Hindustan Colas Limited 25

(iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

Audit CommitteeThe Audit Committee of your Company carried out its functions in accordance with Sec 292 A of the Companies Act 1956. During the year there were no instances of any recommendation of the Audit Committee relating to any financial matter that was not accepted by your Board.

Statutory AuditorsM/s Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting.

Cost Audit / Cost AuditorsThe Annexures to Cost Audit Report for FY 2012-13 was approved by the Board of Directors on 27th September 2013 and after preparation of XBRL version, the Cost Audit Report alongwith Annexures was filed with the Ministry of Corporate Affairs on the same date. Likewise, the Annexure to

Board metting at Mumbai

Compliance Report for FY 2012-13 was approved by

the Board of Directors on 27th September 2013 and

was filed with the Ministry of Corporate Affairs on

the same date.

M/s Kishore Bhatia & Associates, Cost Accountants,

Mumbai have been reappointed as the Cost Auditors

of the Company for FY 2013-14 for audit of the Cost

records maintained by the Company under section

209(1)(d) of the Companies Act 1956.

Deposits

The Company has not accepted any deposits from

the public.

Conservation of Energy, Technology Absorption

And Foreign Exchange Earnings & Outgo

Pursuant to Section 217 (1) (e) of the Companies Act

1956, the relevant information is given in Annexure I.

Acknowledgment

Your Company and its Directors wish to sincerely

thank various Ministries of Govt. of India / State

Governments for their excellent support and co-

operation. Your Board also wishes to thank the

promoters for the technology and marketing support.

The Board also wishes to place on record their

sincere gratitude to MORT&H, CRRI, DGBR, NHAI,

NRRDA, AAI, MES and various other Government

Agencies. Your Directors also wish to place on

record their appreciation for the dedicated services

of the employees of the Company including those

deputed by HPCL.

For and on behalf of the Board of Directors

Somchit Sertthin

Chairman

Place : Mumbai

Date: 29th April 2014

Hindustan Colas Limited 25

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26 Annual Report 2013-14

Better Roads, Better Life

Annexure I : Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

A) Conservation of energy

Energy conservation initiatives like heat

exchangers for bitumen tanks, heat recovery

from hot emulsions, compressed air facilitated

heating of bitumen tankers before unloading,

air purging to empty out pipe lines, operational

controls such as regular inspection and

maintenance of thermic heaters, periodic

cleaning of modified bitumen tank coils,

optimum utilization of plant capacities, avoiding

of product reheating etc are being implemented

at plants for improving energy efficiency of the

plants. Heat exchanger for heating bitumen has

been taken up and already implemented on

pilot basis at one of the location. Heat recovery

systems are already functional at 3 locations.

Energy conservation awareness programs were

conducted at the plants to create awareness

and seek greater participation in energy

conservation drive.

The details relating to energy consumption and

energy consumption per unit of production are

as given below:

a) Power & Fuel Consumption:

2013-14 2012-13

Electricity purchased

/ generated as Units

(kWh)

2,020,215

1,604,959

Total Amount 22,742,878 18,133,583

Rate / Unit (Rs. / kWh) 11.26 11.29

b) Consumption per MT of production:

2013-14 2012-13

Electricity Consumed

(in kWh)

10.21 10.21

LDO / FO (Litres) 6.59 6.42

B) Technology Absorption

Your company implemented new processes and formulations through a detailed operational research during the year in order to improve safety, efficiency, quality, energy saving and profitability. Various technological changes were made in the process of making PMB/CRMB and Emulsion such as replacement of high cost additives, modification in the product formulation, use of new modern equipment to reduce the heat loss. New processes and facilities introduced by your company such as Emulfix Unit, Starch Blending Unit, Heat Exchange Unit, Premix tank for CRMB etc have certainly improved the productivity and profitability of the plants.

Your company is now equipped with the process to produce high viscosity grade Bitumen like VG-40. With the technology available, the product can be produced within short span of time. Your company has been able to improve the supply security of various raw materials like emulsifiers, polymers etc by identifying equivalent alternatives. Your company has been able to minimize the dependence on Iranian source raw material by identifying superior alternatives cost effectively.

C) Foreign exchange outgo

The details of foreign exchange outgo are given in the Notes to the Financial Statements in Note

31-33.

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Management Discussion & Analysis

Facilities at Chennai Plant

Road work in progress at customer site

Sector Review

Industry Structure and Development

Road infrastructure provides the arterial

network to facilitate trade, transport, social

integration and economic development. It

facilitates specialization, extension of markets

and exploitation of economies of scale. It is used

for the smooth conveyance of both people and

goods. Transportation by road has the advantage

over other means of transport because of its

easy accessibility, flexibility of operations, door-

to-door service and reliability. Consequently,

passenger and freight movement in India over

the years have increasingly shifted towards

roads vis-à-vis other means of transport.

India’s road network, spanning across 4.69

million km, is the second-largest road network

in the world, next to US. The country relies

heavily on its robust road network that carries

almost 65 per cent of freight and 80 per cent of

passenger traffic. National Highways (NH), under

the jurisdiction of National Highways Authority

of India (NHAI), constitute for almost 2 percent

of the network but carry about 40 percent of the

total road traffic. This is used to transport over

60 percent of all goods in the country and 85

percent of total passenger traffic

Thus, India relies heavily on roads to move

freight in the most cost-efficient and effective

manner. Therefore, The Indian Government

would continue to focus on the development

of road infrastructure. However, during 2013-

14 road infra sector has experienced a dramatic

drop in execution of projects because of

economic slowdown, problems associated

with land acquisition, environmental and forest

clearance issues and liquidity problems with the

contractors.

Hindustan Colas Limited 27

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28 Annual Report 2013-14

Better Roads, Better Life

Impact of General Economic Developments on

Road Projects

According to CRISIL research, investment of

Rs. 4787 Billion is expected to flow in National

Highways, State Roads and Rural Roads

during the period 2014-15 to 2016-17. It is also

expected that the investments in roads and

highways would further increase over the next

3 years, led by the new government's focus on

the sector. Investments would largely be driven

by expenditure on national highways and state

roads.

Policy Initiatives

The Indian Government has been very pro-active

in implementing new policy measures to give an

impetus to the road infrastructure in the country.

The Ministry of Road Transport and Highways has

decided to adopt the Engineering Procurement

and Construction (EPC) mode for National

Highways which are not viable on Public-Private

Partnership (PPP) basis. The Twelfth Five-

Year Plan (2012-17) envisages the construction

of 20,000 km of 2-lane National Highways

projects through EPC mode. The Government

has adopted the EPC mode of construction to

ensure implementation of projects to specified

Standards with a fair degree of certainty relating

to cost and time and with a view to enabling

a transparent, fair and competitive roll out of

National Highway projects.

The new Govt. is highly ambitious about the road

infra sector and eyeing a target of 25 kilometers

road construction per day and further enhancing

it to 30 kilometers of roads per day after two

years. It is also trying to resolve the issues

which are impacting the sector and trying to

revive all the stalled projects. All these actions

by the Govt. will have positive impact on the

sector and provide a lot of growth opportunities

to your company.

Business Overview

Your company with 8 manufacturing plants, 1

site blending unit, 1 Microsurfacing paver and

skilled human resources continues to be the

leader in the emulsion market. Your company

is gradually positioning itself as a solution

provider by catering to the ever increasing

needs and demands from road construction

sector. Its strong presence in all segments of

road construction like Airports/Ports, Highways

(National / State), Public Work Department

works, Municipal Corporations, Border Roads,

Rural Roads etc is widely recognized. Despite of

the economic slowdown and recessionary trend

your company could achieve significant growth

in some key segments like National highways

and Rural roads. Your company’s volume in

Annual Conference on OMT in Road Sector at

New Delhi.

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Hindustan Colas Limited 29

this highly competitive market of emulsion and

modified bitumen crossed 197 TMT.

Your Company continues to focus aggressively

on road maintenance and rejuvenation with

emulsion based cold mix technologies. These

are economical, environment friendly and

easy to execute. Your company is moving

toward Solution Provider concept with active

participation in the market through services

like Microsurfacing project execution and Cold

Mix project execution. During the year your

company took initiative for preventive road

maintenance technology “Microsurfacing”,

which was well accepted in the market. Your

company carried out close to 0.3 million square

meter Microsurfacing projects in Ahmedabad

and Jamshedpur.

Your company is also undertaking efforts

towards creating awareness about these cold

mix technologies and it has evoked positive

response from various stakeholder. As a

result sectors like Rural roads, Public Works

Departments and Municipal Corporations etc.

are gradually realizing the value of Cold Mix

technology. Your company has got very good

response from the Govt. of Chhattisgarh RRDA,

Tamil Nadu DRDO, Shimla PWD, PWD Gujarat,

KRRDA Karnataka etc. for use of Cold Mix for

construction of Rural Roads. During the year

your company executed approximately 50000

sq.metres of Cold Mix projects.

Your company is actively promoting its brands

through various media. There has been active

participation in trade shows related to industry

like IRC 2013 (at Guwahati) and seminar by India

Infrastructure (at New Delhi) etc. to showcase

the company’s product lines and services. Your

company also communicates with the target

audience through print media advertisements in

magazines like “Highways” by IRC, yellow pages

like Build Today, annual Directories like “India

Infrastructure” etc.

“Customer Connect”, the quarterly newsletter

aims at strengthening exchange of information

and experience sharing amongst its customers.

Your company brand has been promoted and

positioned as technically superior over the

competitors through this Newsletter dedicated

to various bituminous construction techniques.

Your company is continuously assessing the

customer needs and it has developed capability

to cater the market with variety of value added

bituminous products and solutions with the help

of its R&D activities. Today your company is fully

geared to meet requirement of VG 40 bitumen

from all it’s 8 plants.

Hincol Stall at Annual Conference on OMT in Road

Sector at New Delhi

Hindustan Colas Limited 29

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30 Annual Report 2013-14

Better Roads, Better Life

Future Outlook

The growth potential of the road sector is

tremendous in India with a fast-growing economy

and a rising need for world-class infrastructure

for better road connectivity. According to the

ministry’s data, traffic on roads is growing at

a rate of up to 10% per annum, while vehicular

population growth is nearly 12% per annum.

This spells out the need for fast growth of road

network in the near future. According to the

recent report on road sector, government will

undertake the upgradation of around 3,700 km

of national highways (NHs) under the National

Highways Interconnectivity Improvement Project

(NHIIP) at a cost of about US$ 4.26 billion. This

project to be executed by the Ministry of Road

Transport and Highways, would involve double

lane of single-lane highways in eight states in

the next three years.

The ministry has recommended a total

expressway network of about 18,637 km in

the country for the unhindered, high-speed

and safe movement of traffic. Construction

work on the country’s expressways will be

initiated in three phases and is scheduled for

completion in 2022.

Risk Management And Internal Controls

Your Company follows a comprehensive system of

Risk Management and it has adopted a procedure

for risk assessment and its minimisation. It

ensures that all the Risks are defined and

mitigated in accordance with the well-structured

Risk Management Process. The Board periodically

reviews the Risk Management Process.

While Your Company’s statutory auditors have, in

their report, confirmed the adequacy of internal

control procedures, regular internal audit reviews

are conducted by an independent professional

firm to examine the design as well as operating

effectiveness of the SOPs. The internal auditors

also review all the decisions and transactions

and bring out need of any improvement in areas

of business operations, statutory compliances,

financial discipline, risk management, process

controls, procedural adherence and reporting

mechanism. The internal auditors provide to

the Audit Committee an independent, objective

and reasonable assurance of the adequacy of

the organization’s internal controls and risk

management procedures.

Your company has decided to change approach

of internal audit. Accordingly, the internal audit

would no longer be conducted by an external

agency but by an internal resource so that

the vigilance over the business transactions

/ decisions can be stepped up. More frequent

and intense reviews would be conducted by the

internal team to ensure that adequate checks

and balances are in place to check any revenue

leakage and to bring greater accountability in

the performance.

The Company has also put in place a vigil

mechanism through a Whistle Blower policy.

The Internal Audit function would review and

investigate into complaints received from

stakeholders or matters referred by Audit

Committee on its own or based on whistle

blowers’ feedback and would spread awareness

on anti-corruption and anti-bribery programmes.

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Hindustan Colas Limited 31

The Audit Committee

reviews significant

audit findings with the

executive management

with a view to provide

oversight of the internal

control systems.

In future, the Audit

Committee would not

only have a constant

oversight on the

functioning of Internal

Audit but would also

administer the Whistle Blower policy.

Your Company, being a responsible Corporate

Citizen, understands significance of the

statutory compliances and follows the laws of

land in letter and spirit. Special emphasis is

laid by the Company on following the laws of

the land and conducting its business within the

legal and ethical boundaries.

Information Systems

Since its Implementation in 2009, SAP ERP

ECC 6.0 has been supporting HINCOL with

better cross functional integration and tighter

operational controls. Non Business critical

applications as diverse as Balanced Score Card,

data base of road projects, Revenue budget

planning tool etc are developed in house in

dot net platform. New business processes or

change in existing processes are mapped into

the ERP system prior to the commencement of

the physical activity so that HINCOL ERP reflect

the HINCOL Business in real time, ensuring no

transactions are carried out in Legacy system and

hence better visibility and financial compliances.

Following are major initiatives taken in the current

year:

• Electronic Payments and Receipts

HINCOL went live on Electronic payments

and Collections in October 2013 with a view

to improve process efficiencies, cash flow,

customer service and compliances to policies

and procedures.

• Business warehousing and Intelligence

HINCOL went live on SAP business warehouse in

the month of March 2013. Business warehouse,

with its capability of multi-dimensional

analytics with various features like drill down,

drill across, aggregations, comparisons will

be a useful tool in decision making for the

HINCOL Management.

Facilities at Jhansi Plant

Hindustan Colas Limited 31

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FELI

CIT

ATI

ON

S &

FE

STIV

ITIE

SE

MPL

OY

EE

DE

LIG

HT

Cricket teams of Inter Office Tournament

Felicitation of employees with Long Service Awards

Pooja at Vashi Plant

Felicitation of the winner of Best Plant contest

PHOTO GALLERY

32 Annual Report 2013-14

BO

AR

D M

EM

BE

RS

Mr. Somchit Sertthin, Chairman (L) and Mr. K V Rao, Director (R) signing the Financial Statements for FY 2013-14

32 Annual Report 2013-14

Better Roads, Better Life

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Report on the Financial Statements for the year ended 31st March, 2014

We have audited the accompanying financial statements of Hindustan Colas Limited (“the Company”)

which comprise the balance sheet as at 31st March 2014, the Statement of Profit and Loss and the

Cash Flow Statement for the year then ended and a summary of significant accounting policies and

other explanatory information.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair

view of the financial position, financial performance and cash flows of the Company in accordance

with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,

1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal

control relevant to the preparation and presentation of the financial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of the financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal control relevant

to the Company’s preparation and fair presentation of the financial statements in order to design

audit procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

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

financial statements give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the year ended on that date.

tO the MeMbeRS OF hinduStAn COlAS liMited

Independent Auditors’ Report

Hindustan Colas Limited 33

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34 Annual Report 2013-14

Better Roads, Better Life

Report on Other legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as amended, issued

by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give

in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

i. we have obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;

ii. in our opinion proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books;

iii. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

Companies Act, 1956; and

v. on the basis of written representations received from the directors as on 31st March 2014,

and taken on record by the Board of Directors, none of the directors is disqualified as on

31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of

section 274 of the Companies Act, 1956.

vi. Since the Central Government has not issued any notification as to the rate at which the cess

is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under

the said section, prescribing the manner in which such cess is to be paid, no cess is due and

payable by the Company.

For Ford, Rhodes, Parks & Co.

Chartered Accountants

Firm Registration No.102860W

A.d. Shenoy

Place: Mumbai Partner

Date: 29th April, 2014 Membership No.11549

34 Annual Report 2013-14

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1. a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Fixed Assets have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explanations given to us a substantial part of Fixed Assets has not been disposed off by the Company during the year.

2. a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records have been dealt with by the company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, clause (iii) of the order is not applicable.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventories and fixed asset and for sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. According to the information and explanations given to us, there have been no contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or arrangements does not exist.

6. The Company has not accepted any deposits from the public, within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. The Company has appointed an Independent Chartered Accountant firm to carry out internal audit. In our opinion, the internal audit system is commensurate with the size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 209(1)(d) of the

[Referred to in paragraph pertaining to “Report on Other legal and Regulatory Requirement” of our Report of even date to the members of hindustan Colas limited on the financial statements for the year ended 31st March, 2014]

Annexure to the Auditors’ Report

Hindustan Colas Limited 35

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36 Annual Report 2013-14

Better Roads, Better Life

Act, in respect of its products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31st March,2014.

b) According the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, wealth tax, service tax, customs duty and cess as at 31st March 2014, which has not been deposited on account of dispute. The particulars of the dues of sales tax, entry tax and excise duty as at 31st March,2014 which has not been deposited on account of a dispute, is as follows:

(in `)

Sr.No.

Name of Statute Nature of Dues Net Liability

Claim Period Forum where dispute is pending

1 Gujarat Sales Tax Act

Sales Tax (including interest & penalty)

26,977,161 2007-08 Joint Commissioner of Sales Tax (appeals), Gujarat at Vadodara

2 Gujarat Sales Tax Act

Sales Tax (including interest & penalty)

29,653,629 2007-08 Joint Commissioner of Sales Tax (appeals), Gujarat at Vadodara

3 Maharashtra Value Added Tax Act

Sales Tax/VAT (including interest & penalty)

989,886 2008-09 Joint Commissioner of Sales Tax (appeals) III, Mumbai

4 Maharashtra Value Added Tax Act

Sales Tax /VAT (including interest & penalty)

473,232 2007-08 Joint Commissioner of Sales Tax (appeals) III, Mumbai

5 Maharashtra Value Added Tax Act & Central Sales Tax

Sales Tax /VAT (including interest & penalty)

8,363,931 2010-11 Joint Commissioner of Sales Tax (appeals) III, Mumbai

6 Orissa VAT & Entry Tax

VAT 178,537 2005-06 to 2009-10

Joint Commissioner of Sales Tax , Orissa at Cuttack

7 The Central Excise Act

Excise (including penalty)

9,750,624 2010-11 The Commissioner of Central Excise, Vishakhapatnam

8 The Central Excise Act

Excise (including penalty)

18,444,258 2007-08 to 2010-11

CESTAT, Mumbai

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Hindustan Colas Limited 37

9 The Central Excise Act

Excise (including penalty)

514,390 August 2008- March 13

Commissioner of Central Excise, Mumbai

10 The Central Excise Act

Excise 5,274,143 2007-08 to 2011-12

CESTAT Bangalore

10. The Company has no accumulated losses as at 31st March, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the information and explanations given to us and records of the Company examined by us the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the Balance Sheet date.

12. According to the information and explanations given to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund and nidhi /mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investment.

15. According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks or financial institution during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to information and explanations given to us, we report that no funds obtained on short – term basis have been used by the company for long term investments.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For Ford, Rhodes, Parks & Co. Chartered Accountants Firm Registration No.102860W

A.d. ShenoyPlace: Mumbai PartnerDate: 29th April, 2014 Membership No.11549

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ParticularsNote No.

As at 31.03.2014

`

As at31.03.2013

`equity and liabilities

Shareholders' FundsShare Capital 2 94,500,000 94,500,000 Reserves and Surplus 3 1,345,636,454 1,218,982,906

1,440,136,454 1,313,482,906 non-Current liabilitiesDeferred Tax Liabilities (Net) 4 92,970,272 82,860,764 Other Long Term Liabilities 5 1,576,046 1,248,508 Long-Term Provisions 6 17,020,397 13,573,973

111,566,715 97,683,245 Current liabilitiesTrade Payables 719,907,520 657,856,675 Other Current Liabilities 7 367,675,271 335,824,911 Short-Term Provisions 8 365,728,003 141,449,444

1,453,310,794 1,135,131,030 total 3,005,013,963 2,546,297,181

Assets

non-Current AssetsFixed Assets

Tangible Assets 9a 879,118,976 869,994,028 Intangible Assets 9b 1,653,266 1,541,426 Capital Work-in-progress 5,120,306 9,703,236

Long-Term Loans and Advances 10 7,867,014 7,505,003 Other Non-Current Assets 11 2,237,720 1,324,413

895,997,282 890,068,106 Current AssetsInventories 12 280,168,755 320,448,693 Trade Receivables 13 736,177,558 443,005,767 Cash and Bank Balances 14 959,572,834 748,357,932 Short-Term Loans and Advances 15 113,063,563 105,551,671 Other Current Assets 16 20,033,971 38,865,012

2,109,016,681 1,656,229,075 total 3,005,013,963 2,546,297,181

Notes 1 to 36 form an integral part of the Financial Statements

Financial StatementsbAlAnCe Sheet AS At MARCh 31, 2014

As per our report of even date For and on behalf of the BoardFor Ford, Rhodes, Parks & Co. Somchit Sertthin K V RaoChartered Accountants Chairman DirectorFirm Registration No: 102860W

A.d.Shenoy t S Sawhney Sitaram taparia bharat KaneriPartner Chief Executive Officer Chief Financial Officer Head CommercialMembership No : 11549 and "Manager" and Company Secretary

Place : Mumbai Place : Mumbai Dated : 29th April, 2014 Dated : 29th April, 2014

38 Annual Report 2013-14

Better Roads, Better Life

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Hindustan Colas Limited 39

ParticularsNote No.

Year ended 31.03.2014

`

Year ended 31.03.2013

`incomeRevenue from Operations (Gross) 17 8,878,544,081 6,593,368,259 Less: Excise Duty 604,380,600 469,647,466 Revenue from Operations (Net) 8,274,163,481 6,123,720,793

Other Income 18 63,329,610 68,087,720 total Revenue 8,337,493,091 6,191,808,513

expensesCost of Materials Consumed 19 7,069,369,894 5,176,878,783 Purchases of Stock-in-Trade 20 2,352,645 34,096,948 Changes in Inventories of Finished Goods 21 (11,090,905) (16,359,901)Employee Benefits Expense 22 127,138,970 112,543,054 Finance Costs 23 323,238 340,340 Depreciation and Amortisation Expense 9 58,490,942 63,228,398 Other Expenses 24 358,189,286 297,796,318

total expenses 7,604,774,070 5,668,523,940 Profit before tax 732,719,021 523,284,573 Tax Expenses - Current Tax 243,226,984 162,357,220 - In respect of earlier years (6,591,913) 4,303,425 - Deferred Tax Charge 10,109,508 12,435,853 Profit /(loss) for the year 485,974,442 344,188,075

earning per Share - basic & diluted (nominal value of share `10)Weighted average number of Equity shares of ` 10 each 9,450,000 9,450,000 Profit attributable to Shareholders 485,974,442 344,188,075 Earnings Per Share 51.43 36.42

Notes 1 to 36 form an integral part of the Financial Statements

StAteMent OF PROFit And lOSS FOR the YeAR ended MARCh 31, 2014

As per our report of even date For and on behalf of the BoardFor Ford, Rhodes, Parks & Co. Somchit Sertthin K V RaoChartered Accountants Chairman DirectorFirm Registration No: 102860W

A.d.Shenoy t S Sawhney Sitaram taparia bharat KaneriPartner Chief Executive Officer Chief Financial Officer Head CommercialMembership No : 11549 and "Manager" and Company Secretary

Place : Mumbai Place : Mumbai Dated : 29th April, 2014 Dated : 29th April, 2014

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40 Annual Report 2013-14

Better Roads, Better Life

CASh FlOw StAteMent FOR the YeAR ended MARCh 31, 2014

ParticularsYear ended 31.03.2014

`

Year ended 31.03.2013

`

A. CASh FlOw FROM OPeRAtinG ACtiVitieS

Profit before tax 732,719,021 523,284,573

Loss on disposal / deletion of assets 334,996 852,466

Unrealised Exchange Differences 2,689,468 150,684

Depreciation 58,490,942 63,228,398

Interest Income (54,735,775) (62,749,902)

Write Down of Inventories 3,400,623 773,567

Payables written back (694,724) -

Provision against doubtful receivables / advances / deposits 113,890 (6,059,404)

Operating Profit before working Capital Changes 742,318,441 519,480,382

Decrease / (Increase) in Trade and Other Receivables (318,812,027) (121,763,420)

Decrease / (Increase) in Inventories 36,318,326 (60,645,253)

Increase / (Decrease) in Trade and Other Payables 127,463,336 255,531,467

Cash Generated from Operations 587,288,076 592,603,176

Direct Taxes Paid (Net) (218,982,628) (158,908,355)

net Cash from Operating Activities [A] 368,305,448 433,694,821

b. CASh FlOw FROM inVeStinG ACtiVitieS

Purchase & Creation of Fixed Assets (77,452,722) (83,300,045)

Proceeds from sale of fixed assets 159,448 1,725,791

Investments in Term Deposits (Net) (59,657,451) (34,483,233)

Interest Received 73,406,674 35,233,187

net Cash used in investing Activities [B] (63,544,051) (80,824,300)

C. CASh FlOw FROM FinAnCinG ACtiVitieS

Repayments of Borrowings (15,356,040) (5,301,260)

Dividend Paid (117,180,000) (313,740,000)

Dividend Tax Paid (19,914,741) (50,896,471)

net Cash used in Financing Activities [C] (152,450,781) (369,937,731)

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Hindustan Colas Limited 41

ParticularsYear ended 31.03.2014

`

Year ended 31.03.2013

`

net increase/(decrease) in cash and cash equivalents [A+B+C] 152,310,616 (17,067,210)

Cash and cash equivalents as at 1st April (Opening) 43,235,108 60,302,318

Cash and cash equivalents as at 31st March (Closing) 195,545,724 43,235,108

net increase / (decrease) in cash and cash equivalents 152,310,616 (17,067,210)

notes:

i) Cash and Cash Equivalents include:

(a) Balances with Schedule Banks on Current Accounts 188,813,940 39,858,892

(b) Cheques / Drafts in Hand 6,536,278 3,174,646

(c) Cash in Hand 195,506 201,570

195,545,724 43,235,108

ii) The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting

Standard - 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India

As per our report of even date For and on behalf of the BoardFor Ford, Rhodes, Parks & Co. Somchit Sertthin K V RaoChartered Accountants Chairman DirectorFirm Registration No: 102860W

A.d.Shenoy t S Sawhney Sitaram taparia bharat KaneriPartner Chief Executive Officer Chief Financial Officer Head CommercialMembership No : 11549 and "Manager" and Company Secretary

Place : Mumbai Place : Mumbai Dated : 29th April, 2014 Dated : 29th April, 2014

CASh FlOw StAteMent FOR the YeAR ended MARCh 31, 2014

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Notes to Financial Statements for the year ended March 31, 20141. Significant Accounting Policies :

a. General The financial statements are prepared under historical cost convention in accordance with all the applicable

accounting principles in India, the applicable accounting standards notified u/s 211(3C) of, revised Schedule VI to, and other relevant provisions of the Companies Act, 1956. All income and expenditure having material bearing are recognised on accrual basis, except where otherwise stated. Necessary estimates and assumptions of income and expenditure are made during the reporting period and difference between the actual and the estimates are recognised in the period in which the results materialize.

The adoption of Revised Schedule VI does not impact recognition and measurement principles followed for preparation of the financial statements. However, it has significant impact on presentation and disclosures made in the financial statements.

b. tangible & intangible Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes all incidental expenditure

necessary to bring the fixed asset to its present location and condition. Capital expenditure on assets (enabling facilities) ownership of which is not with the company is charged off to revenue.

The initial cost of software and implementation is capitalised. Any subsequent enhancement is charged off to revenue unless it brings significant improvements in system.

c. depreciation Depreciation is provided pro-rata to the period of use, on Straight Line Method, at the higher of the rates,

based on estimated useful lives of the assets and those stipulated in Schedule XIV to the Companies Act,1956. The rates which are higher are as follows :-

Asset useful life (Years)Plant & Machinery - COLAS Plant 15- Office and Lab Equipments 10- Computers 4Motor Vehicles (including Cars) 5Intangible Assets- Software 4Residential / Office Buildings / Roads 30

Leasehold land is amortised over the period of lease. In case of lease of land / premises from an unrelated party, if the period of lease is less than the useful life of the leasehold assets constructed or leasehold improvements, the depreciation is provided for such assets over the useful life of assets or period of lease, whichever is shorter.

Individual assets acquired for less than Rs. 5,000 are entirely depreciated in the year of acquisition.

d. Revenue Recognition Revenue is recognized to the extent it is probable that the economic benefits will flow to the company and

the revenue can be reliably measured. In case of sale of products, revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. In case of sale of services, revenue is recognized as and when services are rendered based on agreements / arrangements with the concerned parties. Contract revenue and contract costs associated with project contracts are recognized by reference to the stage of completion, based on the measurement of the work completed under the contract at the reporting date. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate applicable and where no significant uncertainty as to measurability or collectability exists. Dividend Income is recognized when right to receive payment is established.

42 Annual Report 2013-14

Better Roads, Better Life

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Hindustan Colas Limited 43

notes to Financial Statements for the year ended March 31, 2014e. inventories Raw materials, packing materials, stores & spares and fuel & lubricants are valued at cost or net realisable

value, whichever is lower. The cost of raw materials, packing material, stores & spares and fuels & lubricants is calculated on moving weighted average cost basis. Finished products are valued at cost or net realisable value, whichever is lower. Finished products are valued at standard cost which is calculated every month on the basis of moving weighted average cost of various cost components and includes excise duty payable and an appropriate proportion of production overheads.

Excise Duty paid for specified inputs eligible for CENVAT credit has not been included in purchases and cost of closing inventories. Such accounting treatment, consistently followed by the Company in accordance with Accounting Standard - 2 issued by Institute of Chartered Accountants of India on Valuation of Inventories is revenue neutral.

f. Foreign currency translation Transactions denominated in foreign currency are recorded using the exchange rate prevailing at the

date of transaction. Assets and Liabilities denominated in foreign currency as at Balance Sheet date are converted at the exchange rate prevailing on that date. Exchange differences relating to the acquisition of fixed assets from a country outside India were adjusted to the cost of such assets up to 31st March 2007 and are recognised in the Statement of Profit and Loss thereafter.

g. employee benefits Provident Fund is a defined contribution scheme and the contributions as required by the statute are

charged to the Statement of Profit and Loss as incurred. The contributions are made to a government administered Provident Fund.

Gratuity and Leave Encashment Liability are defined benefit obligation and are non funded. The Company provides for liability for future gratuity / leave encashment benefits based on valuations, as at the Balance Sheet date, made by independent actuary. Actuarial gains/ losses are charged to the Statement of Profit and Loss.

All employee benefits in case of employees deputed by parent company are accounted based on debit notes raised by their parent company.

h. Government Grants/ Subsidy Government grants receivable / received with reference to total investment in manufacturing facility or by

way of contribution towards total capital outlay, are treated as capital reserve.

i. taxes on income Current tax is determined on the basis of the amount of tax payable in respect of taxable income for

the year. Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbed depreciation and carry forward of losses unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

j. impairment The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of

impairment based on internal / external factors. An impairment loss will be recognised upon impairment

Hindustan Colas Limited 43

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44 Annual Report 2013-14

Better Roads, Better Life

notes to Financial Statements for the year ended March 31, 2014

testing wherever the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and its disposal at the end of its useful life.

k. Contingencies / Provisions A provision is recognised when there is a present obligation as a result of past event; it is probable that

an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote. Contingent Assets are not recognised. Provision for warranties in respect of project contracts (to the extent of completion of work) is made for estimated costs (based on technical assessment) which may be incurred during defect liability period.

l. lease Rentals Amount of Lease rental expenses are recognised in the Statement of Profit and Loss.

m. investments Long-term investments (including current maturities of long-term investments) are stated at cost, less

provision for other than temporary diminution in value. Current investments are stated at the lower of cost and fair value. Fair Value of Investments in mutual funds are determined on a portfolio basis. For purpose of the aforesaid valuation, Investments that are readily realizable and intended to be held for not more than a year from the date on which such investments are made, are classified as current investments and all other investments are classified as long-term investments.

2. Share Capital

As at 31.03.2014

`

As at31.03.2013

`Authorised30,000,000 Equity Shares of Rs. 10 each 300,000,000 300,000,000

Issued, Subscribed and Fully Paid up9,450,000 Equity Shares of Rs. 10 each 94,500,000 94,500,000

94,500,000 94,500,000

The company is a Joint Venture of M/s Hindustan Petroleum Corporation Ltd. (HPCL), A Govt. of India Enterprise and M/s Colas SA, A French company. The shares of the company are held by both the joint venture partners & their nominees individuals in the ratio 50:50. In terms of provisions of joint venture agreement, Colas SA has availed opportunity to invest its share of equity in the company through M/s Colasie SA which is a subsidiary company of M/s Colas SA. All the shares issued to the joint venture partners rank pari passu and have same rights and obligations. The rights and obligations of the shareholders are governed by a shareholders' agreement known as Joint Venture Agreement dated 25th November 1994.

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Hindustan Colas Limited 45

Details of shareholders holding more than 5% shares - no. of shares(i). HPCL (including 400 shares held by nominee individuals on

behalf of HPCL)4,725,000

(ii). Colasie SA (including 400 shares held by nominee individuals on behalf of Colas SA / Colasie SA)

4,725,000

9,450,000

3. Reserves and SurplusAs at 31.03.2014

`As at 31.03.2013

`Capital Reserve 1,500,000 1,500,000 Market Development Reserve 28,001,230 28,001,230 General Reserve :Balance as per last financial statements 174,199,691 139,780,883 Add: Transfer from Statement of Profit and Loss 48,597,444 222,797,135 34,418,808 174,199,691

Surplus in the Statement of Profit and Loss :Balance as per last Financial Statements 1,015,281,985 1,015,040,971 Add: Profits / (Loss) for the year 485,974,442 344,188,075 Less : Appropriations

Interim Dividend - (148,365,000) Tax on Interim Dividend - (24,068,512) Proposed final Dividend (307,125,000) (117,180,000) Tax on Proposed Final Dividend (52,195,894) (19,914,741) Transfer to General Reserve (48,597,444) 1,093,338,089 (34,418,808) 1,015,281,985

1,345,636,454 1,218,982,906

The equity dividend rate proposed by the Board of Directors is 325%.

4. deferred tax liabilities (net) As at

31.03.2014 `

As at31.03.2013

`Deferred Tax Liability comprises of tax effect of timing differences on a/c of:Fixed Assets - Excess of Net Block over Written Down Value as per provisions of the Income Tax Act, 1961

100,253,057 89,184,897

Predeposits for sales tax appeal 22,546 22,546 100,275,603 89,207,443

Deferred Tax Asset comprises of tax effect of timing differences on a/c of :Provision for Employee Benefits (6,821,484) (5,702,864)Provision for Doubtful Debts / Advances / Deposits (313,897) (269,621)Provision for Other Payables (169,950) (374,194)

(7,305,331) (6,346,679)total 92,970,272 82,860,764

notes to Financial Statements for the year ended March 31, 2014

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46 Annual Report 2013-14

Better Roads, Better Life

5. Other long term liabilitiesAs at

31.03.2014 `

As at31.03.2013

`Deposits from Customers 1,576,046 1,248,508

1,576,046 1,248,508

6. long-term provisionsAs at

31.03.2014 `

As at31.03.2013

`

Provision for Leave Encashment 9,424,433 7,361,238 Provision for Gratuity 7,595,964 6,212,735

17,020,397 13,573,973

7. Other Current liabilitiesAs at

31.03.2014 `

As at31.03.2013

`Advance from Customers 284,385,696 236,291,085 Payables for purchase & creation of Tangible / Intangible Assets 8,521,867 22,896,334 Taxes & Duties Payable 51,127,776 40,865,577 Deposits Refundable 18,098,334 16,183,890 Current maturities of Deferred Payment Liabilities # - 15,356,040 Payable to Employees 5,541,598 4,231,985

367,675,271 335,824,911

#Haryana Sales Tax Authorities granted Interest Free Sales Tax Deferral facility for seven years, which was payable in monthly installments till March-2014. The liability was completely discharged as of 31.03.2014.

8. Short-term ProvisionsAs at

31.03.2014 `

As at31.03.2013

`Provision for Leave Encashment 2,033,362 1,840,309 Provision for Gratuity 1,015,331 1,363,782 Provision for Wealth Tax 779,100 782,032 Provision for Litigation (Refer Note 29A) 368,580 368,580 Provision for Project warranties (Refer Note 29A) 2,210,736 - Proposed Dividend 307,125,000 117,180,000 Tax on Proposed Dividend 52,195,894 19,914,741

365,728,003 141,449,444

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 47

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48 Annual Report 2013-14

Better Roads, Better Life

10. long-term loans and AdvancesAs at

31.03.2014 `

As at31.03.2013

`unsecured, Considered GoodDeposits and Other Balances with Tax Authorities - 11,873 Other Deposits 6,864,306 7,213,846 Advances for Capex - 10,914 Advances recoverable in cash or in kind or for value to be received 961,708 233,370 Advances to Employees 41,000 35,000

7,867,014 7,505,003

doubtfulAdvances for Capex 27,286 16,372 Less : Provision for Doubtful Advances (Refer Note 29A) 27,286 16,372

- - 7,867,014 7,505,003

11. Other non Current AssetsAs at

31.03.2014 `

As at31.03.2013

`

Term Deposits with Banks (having maturity dates falling after one year from the reporting date)

1,876,027 1,122,862

Interest Accrued on Term Deposits with Bank 361,693 201,551

2,237,720 1,324,413

12. inventories - at Cost or net Realisable Value whichever is lower

(As certified by the management)As at

31.03.2014 `

As at31.03.2013

`

Raw Materials 127,956,442 177,875,933 [Includes Stock-in-transit ` 16,202,303 (Previous Year: ` 15,191,436)]Packing Materials 16,265,844 18,952,151 Fuels and Lubricants 6,344,634 5,370,511 Finished Products 128,637,458 117,768,647 Stores and Spares 964,377 481,451

280,168,755 320,448,693

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 49

13. trade ReceivablesAs at

31.03.2014 `

As at31.03.2013

`Over six months (from the due date) : -Secured, Considered good - 103,090 -Unsecured, Considered good 3,003,541 6,127 -Doubtful 326,187 211,285

3,329,728 320,502 Less: Provision for Doubtful Debts (Refer Note 29A) 326,187 211,285

3,003,541 109,217 Others : -Secured, Considered good 254,249,534 167,893,744 -Unsecured, Considered good 478,924,483 275,002,806

733,174,017 442,896,550 736,177,558 443,005,767

The receivables stated as 'secured' are secured by Bank Guarantees given by customers.

14. Cash and bank balancesAs at

31.03.2014 `

As at31.03.2013

`Cash and Cash equivalentsBalance with Scheduled Banks:on Current account 188,813,940 39,858,892 Cheques / drafts on hand 6,536,278 3,174,646 Cash on Hand 195,506 201,570

195,545,724 43,235,108 Other bank balances (having maturity dates falling within

one year from the reporting date) -Term Deposits with Banks 721,931,849 647,828,023 -Margin Money Deposit with Banks 42,095,261 57,294,801

764,027,110 705,122,824 959,572,834 748,357,932

All term deposits and margin money deposits shown in this note have original maturity of more than 3 months. Accordingly, they are not included in Cash & Cash Equivalents as per Accounting Standard 3.

notes to Financial Statements for the year ended March 31, 2014

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50 Annual Report 2013-14

Better Roads, Better Life

15. Short-term loans and AdvancesAs at

31.03.2014 `

As at31.03.2013

`unsecured, Considered GoodAdvance Tax (Net of Provision for Income Tax) 426,186 18,078,629 Deposits and other Balances with Tax Authorities 93,402,612 70,132,373 Advances to Suppliers 12,579,995 10,842,200 Advances recoverable in cash or in kind or for value to be received 4,955,577 4,475,896 Dues from related parties (Refer Note 28 on Related Parties) 1,017,405 1,794,273 Other Deposits 681,788 125,300 Advances to Employees - 103,000

113,063,563 105,551,671doubtfulAdvances to Suppliers 514,024 487,646 Other Deposits 56,000 94,305

570,024 581,951 Less : Provision for Doubtful Advances & Other Deposits (Refer Note 29A)

570,024 581,951

- - 113,063,563 105,551,671

16. Other Current AssetsAs at

31.03.2014 `

As at31.03.2013

`

Interest Accrued on Term Deposits with Banks 20,033,971 38,865,012

20,033,971 38,865,012

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 51

17. Revenue from Operations

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Sale of Products (net of discounts) 8,752,665,894 6,488,125,472 Less: Excise duty 604,380,600 469,647,466

8,148,285,294 6,018,478,006

Sale of ServicesProcessing Charges 1,557,974 8,317,760 Income from Hospitality Assistance and terminalling services 80,498,726 94,853,572 Income from Handling of Bitumen Depot (Net) 171,280 51,346

82,227,980 103,222,678

Revenue from Projects' ContractsRoad Project Execution 42,398,151 471,181

42,398,151 471,181

Other Operating RevenueSale of scrap 1,244,902 1,247,713 Others 7,154 301,215

1,252,056 1,548,928 8,274,163,481 6,123,720,793

Sale of ProductsEmulsions 4,328,035,445 3,409,990,543 Modified Bitumen 3,780,125,072 2,544,231,357 Modifier 12,697,609 4,115,918 Cutback 6,668,581 6,819,350 Cold Mix 14,039,990 18,253,483 Antistripping Agent 3,648,765 161,933 Trading Products (Polymers) 747,192 30,629,142 Trading Products (Non Polymer Modifiers) 104,320 4,276,280 Trading Products (Additives) 2,218,320 -

8,148,285,294 6,018,478,006

Refer Note 25 for quantitative information.

notes to Financial Statements for the year ended March 31, 2014

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52 Annual Report 2013-14

Better Roads, Better Life

18. Other income

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Interest on term deposits with Banks 54,735,775 62,749,902 Other Interest 6,306,638 2,119,227 Income from Rentals - 637,500 Bad Debts written off earlier recovered 409,598 - Payables written back 694,724 - Other non-operating income 1,182,875 2,581,091

63,329,610 68,087,720

19. Costs of Materials Consumed (Refer note 26 for quantitative information)

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Raw Materials Consumed 6,659,493,200 4,876,801,698 Packing Materials Consumed 397,183,598 303,913,159 Materials consumed in execution of Road Project contracts 1,993,185 92,772 Inventory Loss / (Gain)-Raw Materials & Packing Materials 10,088,451 (4,840,481)Write Back / (Write Down) in values of Inventories except finished goods 127,175 266,403 Excise Duty on Captive Consumption 484,285 645,232

7,069,369,894 5,176,878,783

In the 3rd week of Oct'2013, Visakh plant was flooded due to heavy rains. The flood water cause damage / loss to raw material namely Crumb Rubber and Gilsonite. Total loss of raw materials amounted to ` 1,141,466/. A claim was lodged with the insurance company and an amount of ` 1,084,099/- has been received towards insurance claim. The balance amount of ` 57,367/- has been recognised as a loss and is included under "Inventory Loss / (Gain)-Raw Materials & Packing Materials".

breakup of Raw Materials Consumed :Bitumen 5,999,660,137 4,290,912,886 Emulsifier 74,353,859 61,523,441 Acids 2,102,518 1,165,268 Solvents 227,193,221 220,163,628 Polymers 122,960,489 124,528,903 Non-Polymer Modifiers 215,008,341 166,745,445 Additives 15,502,406 10,788,674 Aggregates 2,712,229 973,453

6,659,493,200 4,876,801,698

imported and indigenous Raw Materials ConsumedImported 157,884,489 149,167,835 Indigenous 6,501,608,711 4,727,633,863

6,659,493,200 4,876,801,698

Percentage of total ConsumptionImported 2.37 3.06 Indigenous 97.63 96.94

100.00 100.00

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 53

20. Purchases of Stock-in-trade (Refer note 25 for quantitative information)

Year ended 31.03.2014

`

Year ended 31.03.2013

`Polymers 728,505 30,255,568 Non-Polymer Modifiers 91,019 3,841,380 Additives 2,473,933 - Duty Refund on imported products (940,812) -

2,352,645 34,096,948

21. Changes in inventories of Finished Goods (Refer note 25 for quantitative information)

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Opening Stock of Finished Goods 117,768,647 101,408,746 Less : Closing Stock of Finished Goods 128,637,458 117,768,647

(10,868,811) (16,359,901)Less : Consumption of Finished Goods for construction of new asset (roads) 222,094 -

(11,090,905) (16,359,901)

The following items have been included in Changes in Inventories of Finished Goods -(i). Samples distributed ` 89,520/- (Previous Year ` 312,627/-)(ii). Inventory Loss ` 616,879/- (Previous Year ` 3,710,598/-)(iii). Consumption of finished goods in execution of Project contracts ` 22,458,229/-

(Previous Year ` 210,003/-)(iv). Consumption of finished goods for repairs of internal roads ` 76,050/-

(Previous Year ` 30,575/-)(v). Write down in value for obsolete/slow moving items to the extent of ` 3,273,448/-

(Previous Year ` 507,164/-)

22. employee benefits expense

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Salaries and Wages [Refer Note 27(b) for post employment benefits]

112,699,611 99,225,775

[Includes ` 16,691,939/- being reimbursement of personnel cost to HPCL (Previous year ` 10,786,748/-)]Contribution to Provident and Other funds [Refer Note 27(a)] 4,485,673 4,321,628 Staff Welfare expenses 9,953,686 8,995,651

127,138,970 112,543,054

notes to Financial Statements for the year ended March 31, 2014

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54 Annual Report 2013-14

Better Roads, Better Life

The current compensation package for the employees comprises of variable pay which is determined based on net profit (PAT) of the Company as per audited accounts for the concluded financial year and the performance appraisal rating of the individual employee. As the performance appraisal cycle is concluded in the month of June of subsequent financial year, the amount of variable pay is consistently accounted upon finalization of such rating and consequent payment to employees. The maximum amount payable on this account is restricted to 3% of PAT of concluded financial year. However, in case of growth in profits over last year, 10% of growth in PAT (subject to maximum 2% of PAT of the concluded financial year) can also be added to the maximum amount payable. Accordingly, the employee costs include an amount of ` 13,676,692/- towards variable pay paid for FY 2012-13.

23. Finance Costs

Year ended 31.03.2014

`

Year ended 31.03.2013

`

Interest 127,957 144,123

Other Borrowing Costs 195,281 196,217

323,238 340,340

24. Other expensesYear ended 31.03.2014

`

Year ended 31.03.2013

`Operating expensesFuel consumed 79,532,449 69,157,622 Lubricants consumed 6,662,479 5,031,565 Electricity 20,057,244 16,670,860 Water 2,639,986 2,271,682 Contract Labour 32,597,603 26,334,667 Maintenance and repairs : Plant and Machinery 18,515,121 15,289,821 Buildings 2,579,545 2,320,923 Spares Consumed 1,611,059 1,661,358 Technical Fees 13,944,482 12,894,639 Charges for Teminalling Services 22,100,393 20,831,599 Equipment Hire Charges 3,141,044 211,765 Increase/(Decrease) in Excise Duty on stock of Finished Goods 1,637,599 1,670,469 Other Operating Overheads 5,120,844 4,514,042

210,139,848 178,861,012 Less : Own material consumption in repairs of internal roads 76,050 30,575

210,063,798 178,830,437

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 55

Administrative expensesRates and Taxes 3,575,650 2,851,199 Wealth Tax 776,168 782,032 Travelling and Conveyance 20,556,058 20,434,239 Consultancy and Certification Charges 5,984,954 6,381,223 IT Infrastructure Maintenance 4,816,840 4,272,350 Telephone and Internet Dedicated Lines 4,033,969 4,334,419 Printing and Stationery 1,410,366 1,514,567 Rent 4,584,945 3,715,317 Security and Surveillance 11,202,689 8,837,940 Insurance 2,515,095 1,835,901 Contributions & Expenditure towards Corporate Social Responsibility (CSR)

4,261,194 840,860

Exchange Variation (Net) 1,372,919 623,031 Employee Recruitment and Training 2,391,103 2,047,110 Bank Charges 216,960 197,015 Other Administrative Expenses 5,466,937 4,509,933 Auditors' Remuneration- Audit Fees 400,000 400,000 - Other Certifications / Audits 600,000 475,000 - Reimbursement of expenses (including service tax reversals) 51,807 88,080

74,217,654 64,140,216 Selling and distribution expensesAdvertisement and Sales Promotion 4,000,429 4,175,317 Commission to agents 6,610,537 7,149,216 Expenditure on contractor operated depots 6,657,494 3,345,697 Marketing support fees 19,988,200 18,225,536 Freight on Stock Transfers 33,598,121 22,331,328 Other Selling and Distribution expenses 393,431 985,098

71,248,212 56,212,192 Provisions/ write offsProvision against doubtful receivables / advances / deposits (Net) (Refer Note 29A)

113,890 (6,059,404)

Debts written off - 3,820,411 Charge for Project Warranties 2,210,736 - Loss on disposal / deletion of assets 334,996 852,466

2,659,622 (1,386,527)358,189,286 297,796,318

imported and indigenous Spare Parts ConsumedImported 1,514,659 925,122 Indigenous 96,400 736,236

1,611,059 1,661,358 Percentage of total ConsumptionImported 94.02 55.68 Indigenous 5.98 44.32

100.00 100.00

notes to Financial Statements for the year ended March 31, 2014

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56 Annual Report 2013-14

Better Roads, Better Life25

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notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 57

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notes to Financial Statements for the year ended March 31, 2014

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58 Annual Report 2013-14

Better Roads, Better Life

27. employee benefits

(a) during the year, the Company has recognised the following

defined contribution obligations :2013-14 2012-13

` `

1. Contribution to Provident Fund 4,362,912 4,166,138

2. Contribution to Employee State Insurance Corporation 118,565 154,086

(b ) defined benefit Obligation

Gratuity leave encashment

2013-14

`

2012-13

`

2013-14

`

2012-13

`

i. Change in the Present Value of the

defined benefit Obligation

Opening Defined Benefit Obligation 7,576,517 5,303,102 9,201,547 6,820,067

Interest Cost 611,425 394,396 742,565 434,302

Current Service Cost 1,447,039 1,829,007 1,715,450 1,318,584

Benefit Paid (712,414) (831,823) (1,051,516) (2,876,772)

Actuarial (Gain)/Loss (311,272) 881,835 849,749 3,505,366

Closing defined benefit Obligation 8,611,295 7,576,517 11,457,795 9,201,547

ii. Change in Fair value of Plan Assets

Fair Value of Plan Assets (Opening) - - - -

Fair Value of Plan Assets (Closing) - - - -

iii. net liability recognised in the

balance Sheet

Present Value of Defined Benefit Obligation 8,611,295 7,576,517 11,457,795 9,201,547

Fair Value of Plan Assets (Closing) - - - -

Difference 8,611,295 7,576,517 11,457,795 9,201,547

Amount recognised in the Balance Sheet 8,611,295 7,576,517 11,457,795 9,201,547

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 59

iV. expenses recognised in the

Statement of Profit & loss

Current Service Cost 1,447,039 1,829,007 1,715,450 1,318,584

Interest Cost 611,425 394,396 742,565 434,302

Net Actuarial (Gain)/Loss (311,272) 881,835 849,749 3,505,366

Expense recognised in the Statement of Profit &

Loss

1,747,192 3,105,238 3,307,764 5,258,252

Assumptions

Discounting Rate 9.03% 8.07% 9.03% 8.07%

Salary Escalation Rate 12.00% 15.00% 12.00% 10.00%

28. Related Party disclosures

(A) names of related parties and nature of relationship:

a) Enterprises where control exists

Parties having substantial interest in the Company

1. M/s Hindustan Petroleum Corporation Ltd, India (Holds 50% of the share

capital of the Company)

2. M/s COLASIE SA, France (Holds 50% of the share capital of the Company)

b) Other Parties related to (a) above with whom the Company had transactions

M/s COLAS SA, France (Holding Company of M/s COLASIE SA, France)

c) Key Management Personnel ("Manager" under Companies Act, 1956)

Mr. Tejbir Singh Sawhney (from 18.04.2013 to 31.03.2014)

Mr. V K Shrote (from 01.04.2013 to 17.04.2013)

notes to Financial Statements for the year ended March 31, 2014

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60 Annual Report 2013-14

Better Roads, Better Life

(b) transactions with Related Parties*

Particulars Year ended 31.03.2014

`

Year ended 31.03.2013

`

M/s hindustan Petroleum Corporation limited

income:

Sales 2,289,443,865 1,157,088,531

Hospitality assistance and Terminalling services 80,498,726 94,853,572

Processing & Packing charges 495,260 269,550

Handling of Bitumen depot 812,954 1,680,674

Income from Road Project Execution - 471,181

expenditure

Purchases £ 4,777,022,707 3,879,076,175

Other Expenses

- Salary cost for personnel deputed 15,734,413 10,273,390

- Compensation for marketing support 19,988,200 18,225,536

- Rent 1,573,534 801,695

- Water Charges 569,221 416,937

- IT Infrastructure Support 2,028,072 2,014,205

- Electricity / Transmission Losses 18,587 175,129

Balance Receivable/(Payable) (78,439,634) (298,293,312)

£ Purchases are net of discount and Cenvat differential. It

include in-transit losses which are recovered from the carriers.

M/s COlAS SA

expenditure

Purchases

- Spares 2,260,335 748,699

Other Services

- Technical Assistance 12,870,260 11,958,947

Balance Receivable/(Payable) (28,505,900) (12,201,460)

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 61

transactions with Related Parties*

Particulars Year ended 31.03.2014

`

Year ended 31.03.2013

`

Mr. tejbir Singh Sawhney#

Salary /Other Benefits$ 3,347,850 -

$The Salary / Other Benefits does not include perquisite value

of company provided accomodation & motor car.

Mr. V.K.Shrote#

Salary /Other Benefits 287,416 769,933

# The above are based on debit notes received from HPCL

for the period from Apr'13 to Mar'14 on pro-rata basis. The

remuneration is also included (for full year) under the Head

"Salary cost for deputed personnel" in transactions with HPCL.

(C) transactions with erstwhile Related Parties*

Particulars Year ended 31.03.2014

`

Year ended 31.03.2013

`

Mr. Sanjay Grover (Manager upto 31.12.2012)

expenditure

Fixed Salary & Entitlements/Other Benefits - 1,931,531

Leave Encashment / Gratuity - 679,819

Variable Pay 1,053,051 770,399

Valuation of Perquisites - 808,198

incomes

Sale of Assets & other items - 292,226

Rent - 637,500

Balance Receivable/(Payable) - 564,040

* The related party transactions do not include transactions of pure reimbursement nature

towards activities undertaken on behalf of related parties.

notes to Financial Statements for the year ended March 31, 2014

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62 Annual Report 2013-14

Better Roads, Better Life

29. Provisions, Contingent liabilities and Commitments Amount in `

A. Movement in Provisions during the yearOpening Balance

Addition Used / reversed

Closing Balance

Provision for Litigation 368,580 - - 368,580 Provision for Project Warranties - 2,210,736 - 2,210,736 Provision for Doubtful Debts 211,285 326,187 211,285 326,187 Provision for Doubtful Advances & Deposits

598,323 56,344 57,357 597,310

Nature of Provisions :(i) Provision for litigation : It represents liabilities which may materialize in respect

of tax disputes in appeal.(ii) Provision for Project warranties : The company has undertaken various road projects

contracts during the year. As per the terms of the contract, the company has given project warranties for specified period known as "Defect Liability period". During this period, the company is liable to rectify the defects in the roads. The company has therefore estimated contractual rectification costs in respect of project contracts (to the extent of completion of work) which is likely to be incurred during defect liability period, based on technical assessment and has made provision for such costs.

(iii) Provision for doubtful debts / Advances / deposits : The Company has made provision for doubtful customer dues, vendor advances and deposits for seeking business outstanding for more than a year.

b. Contingent liabilities (to the extent not provided for)

Particulars As at 31.03.2014

`

As at31.03.2013

`

Sales Tax/VAT (including interest & penalty) 68,469,725 59,500,506

Excise Duty* (including penalty) 35,983,415 33,273,445

Claims from third parties 13,004,224 13,240,714

Local Levies 377,687 377,687

total 117,835,051 106,392,352

* The amount of contingent liability for this item excludes interest payable. Further, this amount includes contingent liability of ` 10,909,768 which, being on account of goods processed for others, is likely to be reimbursed by Principal Manufacturer in the eventuality of materialisation of liability. (i) Future cash outflow in respect of above are determinable only on receipt of judgments/

decisions pending with various forums / authorities. (ii) Show cause notices issued by tax authorities are not considered for liability or contingent

liability until they are converted in demand. (iii) Liability towards pending collection of concessional sales tax forms is not considered for

the purpose of contingent liability disclosures. (iv) Since the Central Government has not issued any notification as to the rate at which the

cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

notes to Financial Statements for the year ended March 31, 2014

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Hindustan Colas Limited 63

C. Other Commitments

(i) The company has entered into a Terminalling Services Agreement for the use of terminal facilities and services for handling import and storage of Bulk Bitumen. Pursuant to this agreement, the company has started availing terminalling services wef 7th May 2010. The total of future minimum assured payments :

As at 31.03.2014

`

As at31.03.2013

`Within one year 22,755,487 21,602,528

Later than one year and not later than five years 2,274,066 24,955,658

These charges are reported under "Charges for Teminalling Servicing" under Note 24-"Other Expenses". The agreement shall remain in force for a period of sixty months. However, our Company can terminate the contract at the end of thirty six months by giving six months' notice in advance and by paying a compensation of ` 24,000,000 as early termination fees to the lessor. Any extension after sixty months will be on mutually agreed terms and conditions, with first right of refusal to our company.

d. Estimated amount of contracts remaining to be executed on capital account and not provided for ` 22,495,276/- (Previous year: ` 24,709,773)

30. The Micro, Small and Medium Enterprises (MSME) for the purpose of MSME Development Act, 2006 have been identified on the basis of information available with the Company and the same is relied upon by the auditors. The information as required by the MSME Development Act is given below :

Year ended 31.03.2014

`

Year ended 31.03.2013

`Amount due and payable at year end

-Principal 3,464,351 5,701,070

-Interest on above Principal - -

Payments made during the year after the due date

-Principal - 5,175,978

-Interest 13,120 -

Interest due and payable for principals already paid - 13,120

Total interest accrued and remaining unpaid at year end - 13,120

31. Value of imports calculated on CiF basis Year ended 31.03.2014

`

Year ended 31.03.2013

`

Spares 2,260,335 748,699

Capital Goods 22,312,678 763,047

Raw Material 76,873,860 169,266,246

notes to Financial Statements for the year ended March 31, 2014

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64 Annual Report 2013-14

Better Roads, Better Life

32. expenditure in Foreign Currency Year ended 31.03.2014

`

Year ended 31.03.2013

`

a. Technical Assistance 11,594,783 10,021,386

b. Travel 314,896 231,363

c. Membership and subscriptions 935,816 806,434

33. Remittance of dividend in Foreign Currency to non-resident

ShareholdersYear ended 31.03.2014

`

Year ended 31.03.2013

`

Number of equity shares of ` 10 each 4,725,000 4,725,000

Final Dividend for the year ended 31.03.2013 31.03.2012

Amount of Final Dividend in ` 58,590,000 82,687,500

Interim Dividend declared in the year ended - 31.03.2013

Amount of Interim Dividend in ` - 74,182,500

Number of non-resident shareholders 1 1

34. Unhedged Foreign Currency exposures as on 31st March 2014 are ` 28,423,358 (Previous Year

` 12,896,901).

35. The Company deals in different products classified as 'Bitumen mixtures based on Petroleum Bitumen' and all the activities of the Company revolve around the above main activity. While the company had undertaken road project contracts during the year, the same is considered as being incidental to main business. As such, there are no reportable segments as defined by Accounting Standard 17 - Segment Reporting, issued by the Institute of Chartered

Accountants of India.

36. Previous year figures have been regrouped/reclassified wherever necessary.

As per our report of even date For and on behalf of the BoardFor Ford, Rhodes, Parks & Co. Somchit Sertthin K V RaoChartered Accountants Chairman DirectorFirm Registration No: 102860W

A.d.Shenoy t S Sawhney Sitaram taparia bharat KaneriPartner Chief Executive Officer Chief Financial Officer Head CommercialMembership No : 11549 and "Manager" and Company Secretary

Place : Mumbai Place : Mumbai Dated : 29th April, 2014 Dated : 29th April, 2014

notes to Financial Statements for the year ended March 31, 2014

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• Vashi Plant & Office: D-500, TTC industrial Area, MIDC,

Opp. HPCL Terminal, Turbhe, Navi Mumbai - 400 705

Maharashtra

• Bahadurgarh Plant: Near HPCL LPG Plant, Village Asauda, Bahadurgarh, District Jhajjar-124 507, Haryana

• Irungattukottai Plant & Office: Plot A 9, SIPCOT Industrial Park

Irungattukottai - 602 105, Dist- Kancheepuram, Tamil Nadu

• Baroda Plant & Office: Plot No.426-430,

GIDC Industrial Area, Village Manjusar, Savli,

Baroda-381 770, Gujarat

• Visakhapatnam Plant & Office: Near HPCL Terminal ‘B1’, Malkapuram, Visakhapatnam-530 011,

Andhra Pradesh

• Mangalore Plant & Office: Adjacent HPCL POL Terminal,

Village Bala, Via Katipalla, Mangalore - 575 030, Karnataka

• Jhansi Plant & Office: Adjacent to HPCL Karari Depot,

Gwalior Road, Jhansi - 284 419 Uttar Pradesh

• Haldia Plant & Office: Mouza Alichak, J. L. No. 128, Plot No: 221-246, Ward No. 5,

Haldia Purba Medinipur-721 602. West Bengal

• Delhi Office: C/o HPCL UCO Bank Building,

3rd Floor, Sansad Marg, New Delhi- 110 001

Plants and offices

Roorkee

Bahadurg arh Delhi

Jhansi

Baroda

Vashi

Mumbai

Mangalore

Cochin Madurai

Irungattukottai

Coimbatore

Bangalore

Vizag

Bhilai

Haldia

Cuttack

Kolkata

Patna

Bokaro

Meghalaya

Trichy

Head Office

Plants

Depots

Regional Office

HINCOL Locations

Muzaffarpur

Nalagarh

Gaya

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