Trident

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Corporate Overview
A fresh prespective
Financial Highlights
About Trident
Chairmans Message
Directors' Profle
Management Reports
Management Discussion & Analysis
Directors Report
Corporate Governance Report
Financial Statements
Auditors Report (Standalone)
Standalone Financial Statements
Auditors Report (Consolidated)
Consolidated Financial Statements
Notice
88
Contents
A fresh
perspective
A new perspective is always critical to an organisations existence. It
enables it to drive growth and proftability by providing fresh approach to
developing and maintaining business relationships with its multiple
stakeholders. At Trident, our mission is to constantly enhance
our shareholders prosperity through new learning and acumen.
The year gone by has been a year of fresh perspective,
wherein the realization to build a customer-friendly and
shareholder focused organization has come out strong.
This new perspective is enabling us to produce tangible
outcomes that will lead us to a positive and improved
business climate as well as enhance communication
and collaboration between the organization and its various
stakeholders.
115
Corporate Overview Management Reports Financial Statements
2 TRIDENT LIMITED 3 23
rd
Annual Report 2012-13
Expanding
product mix & market
footprints
Increase in client base and demand
for products has given impetus to our
expansion plans. By entrenching
in newer geographies,
Trident would broaden
its business horizon and
also explore opportunities
that would establish it as a
global leader. Courtesy new and
enhanced product offerings and
pricing strategies, the Company plans
to spread its global presence.
To create momentum and maintain the leadership position
in the industry, the Company is devising customer-
friendly strategies, of which enhanced product mix forms
the core. The Companys customer-centered product
strategy is designed to enable volume growth through
both upgrades and new launches.
The Company is focused to stay relevant for its customer
by continuously offering new and innovative products
resulting in long lasting relationship with existing customers
and inviting new customers across geographies. Launch
of Trident Royal Touch, a premium range of eco-friendly
paper, in the copier paper segment is one such endeavor.
The product basket of the Company is continuously being
re-invented to predict market dynamics and consumer
behaviors.
By entrenching in newer geographies,
Trident would broaden its business horizon
and also explore opportunities that would
establish it as a global leader.
rd
At Trident, business excellence leads to value creation
for all its stakeholders viz. customers, shareholders
and employees among others. The best management
practices have been imbibed in the culture of our
organasation which not only enhances effciency and
quality but also augments shareholders value and
customer satisfaction. It is also a tool used for measuring
and benchmarking the business results. During the year,
we took various measures to strengthen our existing
systems, enhance our plant effciency, asset life and
productivity and also to further explore opportunities for
future improvements. The initiatives include:
Implementation of TPM Policy with an objective
to achieve zero accidents, zero defects and zero
breakdowns.
Adoption and activation of all the eight pillars of TPM.
High level of involvement by manufacturing as well
as support functions to make improvements in their
operations.
Regular CLRI (Cleaning, Lubricating, Re-tightening,
Inspection) across the organization wherein instead
of specialized maintenance teams, CLRI is taken care
of by the operators in order to enhance the ownership
Takshashila the dedicated training centre of the
Company committed to strengthen the knowledge
base and improve skill level of the employees.
The best management practices have been imbibed in the culture of our
organsation which not only enhances effciency and quality but also augments
shareholders value and customer satisfaction.
Attainment
of business excellence
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rd

A solid brand identity can tell an important story,
setting expectations, gaining attention and fostering
relationships. Since brand valuation can help transform
an intangible idea into a concrete asset, Trident is
working diligently and meticulously to cultivate a new
brand identity for itself an identity that will set Trident
apart from its peers and establish us as world leader
in our respective business domains. The aim is to frst
become the most trusted national brand and to realize
this; Trident has collaborated with best consultants and
innovators from the feld of media. Charting of media
plan for achieving marketing campaign objectives,
investing in research operations to study the demand
in the domestic market and develop products and
strengthen the manufacturing capabilities; we are
inching towards our goal at a much faster pace.
At the product level, the Company is taking equal
measures to improve its quality and introduce products
which meet benchmarking standards in innovation,
looks, and quality. During the year, Trident introduced
various new and value-added products in paper and
textile divisions and have been received well in the
market. The recognitions and awards received during
the year have further boosted our brand perspective
and standing in the market. For the path breaking
achievements undertaken to strive towards formulating
innovative HR policies, Trident was conferred with the
prestigious CITI Birla Award for Human Resource
Management in Textile Mills.

.
Focusing
brand Trident
Trident introduced various new
and value-added products in paper
and textile divisions and have been
received well in the market.
rd
Fixed Assets (Gross) (` Million)
FY09 FY10 FY11 FY12 FY13
Debt Equity Ratio (Times) Net Worth (` Million)
FY12 FY09 FY10 FY11 FY13 FY12 FY09 FY10 FY11 FY13 FY12 FY09 FY10 FY11 FY13 FY11 FY11 FY11 Y1 FY11 FY10 FY10 FY10 FY10 FY10 FY09 FY09 FY09 FY09 FY12 FY12 FY12 FY12 FY11 FY11 FY11 FY11 FY11 FY10 FY10 FY10 FY10 FY10 FY09 FY09 FY09 FY09
23,388
25,827
33,323
34,056
21,032
3.5
3.4
3.6
3.5
3.2
4,463

5,028
5,315
6,506
7,063

.
Financial Highlights
Unit Mar-13 Mar-12 Mar-11 Mar-10 Mar-09 Mar-08 Mar-07 Mar-06 Mar-05 Dec-03
No. of Months (No.) 12 12 12 12 12 12 12 12 15 12
Gross Turnover (` Million) 36,846 30,984 28,296 19,737 15,242 12,232 9,924 8,810 8,090 8,449
Net Sales (` Million) 33,353 27,323 25,207 18,034 13,981 10,487 8,166 7,436 7,056 4,638
Exports (` Million) 16,082 14,414 12,095 8,395 6,862 5,193 4,352 4,190 3,300 2,076
EBITDA (` Million) 5,778 3,202 4,140 3,560 2,605 1,818 1,794 1,588 1,464 1,064
PAT (` Million) 493 (437) 671 565 (530) 400 409 568 426 359
Networth (` Million) 7,063 6,505 5,315 5,028 4,463 4,452 3,995 3,585 3,150 2,701
Fixed Assets (Gross Block) (` Million) 34,056 33,323 25,827 23,388 21,032 13,273 12,101 10,074 8,218 4,951
Total Debt (` Million) 22,398 22,837 19,181 17,111 15,569 12,856 9,899 6,895 4,664 1,941
Long Term Debt (` Million) 9,492 12,726 11,125 11,859 11,528 10,272 7,614 5,032 3,502 1,267
Enterprise Value (EV) (` Million) 24,385 25,912 22,270 19,980 16,930 15,643 13,270 12,031 10,659 6,100
EBITDA Margin (%) 17 12 16 20 19 17 22 21 21 23
EV/EBITDA (Times) 4.23 8.09 5.38 5.61 6.50 8.60 7.40 7.58 7.28 5.73
Debt Equity Ratio (Times) 3.17 3.51 3.61 3.40 3.49 2.88 2.48 1.92 1.47 0.70
EPS (`) 1.60 (1.59) 3.02 2.54 (2.64) 2.06 2.11 2.93 2.19 1.84
Cash EPS (`) 10.09 5.94 11.74 10.39 2.80 6.32 6.46 6.35 6.16 4.35
Net Debt to EBITDA (Times) 3.81 7.06 4.62 4.73 5.90 6.85 5.22 4.04 2.99 1.69
Book Value/share (`) 22.72 21.27 23.91 22.63 20.09 22.92 20.57 18.12 16.22 13.91
RoCE (%) 19 6 13 11 9 6 9 11 13 17
Net Sales (` Million) Exports (` Million) EBITDA (` Million)
FY09 FY10 FY11 FY12 FY13 FY12 FY09 FY10 FY11 FY13 FY12 FY09 FY10 FY11 FY13
13,981
18,034
25,207
27,323
33,353
14,414
6,862
8,395
12,095
16,082
2,605
3,560
4,140
3,202
5,778
rd
Our capacities
Philosophy
To continue growth by leading national and international standards and embracing ethical
means in harmony with the environment, ensuring customer delight, stakeholder trust and social
responsibility.
Yarn Home Textiles Paper Chemicals Power
365,904
spindles, 3,584
rotors, 8,400 MT
cotton & blended
yarns per month
and 6,825 TPA of
processed yarn
388 looms that
produce 14.5
million pieces of
towels per month
450 MT
per day
100,000 TPA
sulphuric acid
50 MW
captive power
generation
Dhaula, Punjab, India Sanghera, Punjab, India
a. 3 Home Textile, 2 Paper, 3 Energy & 1
Chemical Unit(s)
b. Takshashila (Center of Excellence)
c. Workers Colony
a. 5 Yarn Units
b. Ananda (Leadership Workshop)
c. Workers Colony
d. Girls Hostel
Budni, Madhya Pradesh, India Corporate Ofces
a. 3 Yarn Units
b. Girls Hostel
c. Proposed Yarn and Home Textiles Units
a. India: Ludhiana, Chandigarh,
Bhopal and Gurgaon
b. U.S.: New York
Our presence
About Trident
One of the worlds largest terry towel manufacturers
One of the Indias largest exporters of terry towels
One of the worlds largest wheat-straw based paper manufacturers
One of Indias leading yarn spinners
Embraced globally best technology at all stages of manufacturing
Customer base across 70 countries across the globe
Offers Employment to about 10,000 families across its business verticals
Vision
Inspired by challenge, we will add
value to life and together prosper
globally.
Values
To provide customer satisfaction through teamwork
based on honesty and integrity for continuous growth
and development.
Our strengths
Large scale and integrated operations
Strong clientele comprising of MNCs in 70 countries
across the globe which comprises 9 of the top 10
retailers in U.S., 6 leading retailers in Europe and 5 of
the top 7 in Australia and New Zealand (ANZ)
Best-in-class technology
Proven track record in project management
A diverse mix of human capital and the cumulative
employee strength of around 10,000
High quality standards which meet AATCC & ISO
norms
rd
Dear Shareholders,
Taking a fresh perspective is part of our journey to
achieve progress, deliver growth and create value in
a sustained manner. We adopted an agile and highly
responsive approach during the year to recognize
opportunities in a challenging environment and further
strengthen our position across each of our business
verticals.
We today are a best-in-class player with real economies
of scale in our key business verticals of Yarn, Terry
Towel and Wheat-Straw based Paper. Our efforts over
the last several years towards improving effciencies,
de-bottlenecking capacities, modernization of facilities,
expanding global markets, enhancing product mix,
optimizing costs, making judicious investments and
strengthening the brand is refected in the marked
improvement of our operational and fnancial
performance during the year.
With our emphasis on quality and innovation combined
with improving productivity through various initiatives
viz. Total Productivity Management (TPM), 5S Kaizen
and Kobatsu Kaizen, we have further strengthened our
engagement proposition to our customers offering them
advantages of economies of scale, consistently high
quality products at competitive pricing.
While the general economic mood is cautiously
optimistic, we enter the next year with confdence of
maintaining the growth momentum enabled by larger
capacities, better utilization and improved product
offerings. We have combined our operational focus
with prudent fnancial management that will help us
strengthen our fnancials, create room to drive growth
and deliver enhanced value on a sustained basis.
I would like to take this opportunity to express my gratitude
to all our stakeholders for their continued confdence
in us and their endorsement of our growth journey.
I would also like to state that our accomplishments and
actions authenticate our commitment to our customers
and all our business associates. Further, I thank all our
shareholders for their support and motivation and their
faith in our even exciting journey going forward.
With warmest regards,

Rajinder Gupta
Chairman
We adopted an agile and highly responsive approach during the year to
recognize opportunities in a challenging environment and further strengthen our
position across each of our business verticals.
Chairmans Message
rd
Mr Rajiv Dewan (DIN 00007988)
Mr Rajiv Dewan, aged 51 years, is a Fellow member of the
Institute of Chartered Accountants of India and is a practicing
Chartered Accountant. Mr Dewan possesses a rich and
varied experience in tax planning, management consultancy,
business restructuring, capital market operations, SEBI
related matters and other corporate laws. Prior to starting
his own practice, Mr Dewan worked in senior positions in
renowned textile companies of north India.
Mr Sanjay J ain (DIN 00613752)
Mr Sanjay J ain, aged 51 years, holds Post Graduate Diploma
in Risk Management (PGDRM) and has over 25 years rich
and varied experience in Corporate Strategy, Financial
Management, Merger & Acquisitions and Project planning
& implementation. Mr Sanjay J ain is founder director of
TFS Business Advisors India Private Limited and holds
directorships in various companies.
Mr Vikas Pratap (DIN 01129385)
Mr Vikas Pratap, aged 44 years, is B.E. (Electronics &
Electrical Communication) by qualifcation and is an AS offcer
currently occupying the position of Secretary cum Director of
Industries, Government of Punjab with additional charge of
the post of Managing Director of PSIDC. He joined Indian
Administrative Services in the year 1994 and since then he
has been diligently serving the Government at higher posts.
He holds the positions of Chairperson, Managing Director and
Director in various Companies. Apart from holding the above
stated corporate positions, he has also worked as Managing
Director of PUNSUP, MILKFED, PRTC, Deputy Commissioner-
Fatehgarh Sahib, Deputy Commissioner- Ferozepur and
Commissioner- Municipal Corporation, Ludhiana.
Mr Deepak Nanda (DIN 00403335)
Mr Deepak Nanda, aged 53 years, is B.Sc. (Hons) and M.Sc.
(Hons) by qualifcation and has done his Master of Science and
Advance Training in Computer Software and Management.
He possesses more than two and half decades of experience
and specializes in business development, client relationship,
contract negotiations, project implementation and delivery,
improving the effciency & effectiveness of client's business.
Mr. Nanda had over a decades experience of working very
closely with different State Governments, PSUs, Boards &
Corporations, Educational Institutions in North-West India
and helping them to develop their e-governance strategies,
IT Roadmaps, deploying key solutions and facilitating the
change management. He is also alumni of Indian Institute of
Management, Ahmedabad.
Board of Directors' Profle
Mr Rajinder Gupta (DIN 00009037)
Mr Rajinder Gupta, aged 54 years, is the founder of Trident
Limited and Non-executive Chairman of the Board. He has
done advanced Management Programme from Harvard
Business School, USA. Mr Rajinder Gupta had been serving
the Company as Managing Director since 1992 till 2012.
Mr Gupta is a frst generation entrepreneur having rich &
varied exposure of promoting industrial ventures over the
last two decades. He is the person behind the stupendous
growth of the Trident Group. He holds directorship of various
companies and is also actively associated with several
philanthropic ventures.
Mr Rajinder Gupta has been awarded with the prestigious
Padmashree award in 2007 by Honble President of India
in recognition of his distinguished services in the feld of trade
and industry.
Mr Rajinder Gupta was also conferred with the Udyog Ratna
award for the year 2005 by PHD Chamber of Commerce and
Industry and PHD Chamber of Commerce Distinguished
Entrepreneurship Award, 2005by The President of India.
Ms Pallavi Shroff (DIN 00013580)
Ms Pallavi Shroff, aged 57 years, is MMS, Bachelor of law
and is a lawyer by profession. She has a vast experience of
over 30 years as a leading litigation practitioner in the area
of Corporate laws and Banking. She has been recognized by
international publications for her leading practice in arbitration
and dispute resolution. As a member of several high powered
committees, appointed by the Government of India, she
has been closely associated with the formulation of several
important commercial statutes. She was named Best Woman
Lawyer of India at the Legal Era Law Awards 2012.
Ms Pallavi Shroff is currently a partner of M/s Amarchand &
Mangaldas & Suresh A Shroff & Co., leading legal frm of ndia.
She is regularly called upon by the Government departments
and ministries to advice them on various issues. Ms Pallavi
Shroffs area of expertise inter alia include corporate and
commercial laws, anti dumping, arbitration and dispute
resolution, competition and anti-trust, intellectual property
rights, etc.
Dr M A Zahir (DIN 00002973)
Dr. M A Zahir, aged 70 years, is PhD by qualifcation. He is
a well known management guru and former Professor of
Management & Dean (Retd.) Punjab Agricultural University,
Ludhiana. He is the founder of Synetic Business School
(SBS) a B-School at Ludhiana. He has vast experience in the
feld of providing Consultancy and imparting training to the
Corporate Houses.
His rich experience in the sphere of management is very well
utilized by top corporate houses of Northern India. Presently,
he is occupying the position of Chairman of Synetic Business
School and holds Directorship in various companies.
rd
resumed during FY13 to raise around `24,000 crores. These
measures helped the government checking its Fiscal Defcit
at 5.2% of the GDP in FY13 against the 5.9% in FY12. The
Reserve Bank of India (RBI), also intervened in second half of
FY13 with substantial monetary measures to check infation
and to induce economic growth. RBI announced reduction in
Repo Rate from 7.5% to 6.5%, Reverse Repo Rate from 8.5%
to 7.5% and Cash Reserve Ratio (CRR) from 4.75% to 4% to
infuse liquidity in the banking system.
Corporate Overview
Trident Limited is the fagship company of Punjab
headquartered Trident Group, a well diversifed
business conglomerate having consolidated turnover of
`33,577 million. Trident Limiteds business spans across, Yarn
(cotton & blended), Home Textiles (terry towels and bathrobes)
Paper, Chemicals and Energy. Trident is an established player
with leadership position in areas of its businesses interest and
has its customer base spread across 70 countries across
the globe besides strong domestic presence. Trident derives
48% of its revenues from exports. Trident is a Govt. recognized
Star Trading House with Exports of `16,082 million during
FY 13.
Home Textiles Yarn Paper and Chemicals
Trident - Segment-wise
Revenue Contribution - FY13 (%)
20
34
46
Management
Discussion & Analysis
Economic Overview
The global economic growth remained slow for the second
consecutive year in 2012 recording 3.2% growth against 4%
in 2011 as per International Monetary Fund estimates. While
Euro Area countries posted a negative -0.6% growth in 2012
owing to continued sovereign debt crisis, the U.S. at 2.2%
and J apan at 2% brought back some momentum. Emerging
& Developing economies remained at the forefront with 5.1%
growth although it was their lowest in last three years. Major
challenges during 2012 for advanced economies were higher
unemployment whereas developing and emerging economies
faced higher infation and lack of fresh capital infows amidst
weak global growth.
The growth of Indian economy was slow for the second
successive year in FY13 at 5%, which was also its lowest in
last ten years. Major challenges for the Indian economy were
high infation; lack of fresh capital infows; near stagnation in
existing projects completion across industries; and higher
current account defcit due to lower exports.
The Government of ndia stepped in with a host of fscal
and regulatory measures to restore growth and investment
sentiments. Foreign Direct Investment (FDI) norms, were
relaxed in multiple sectors like Aviation, Multi/Single Brand
Retail, Broadcasting Services, Insurance and Pension among
others. Divestment of Public Sector Undertakings (PSUs) was
Source: IMF (World Economic Outlook, April 2013)
2009
2.7
7.6
6.2
5.1
3.2
4
5.2
-0.6
-3.5
Global GDP (%) Adv Eco GDP (%) Emerging Eco GDP (%)
3
1.6
1.2
2010 2011 2012
Global Economic Growth (%)
Source: CSO
9.0
6.7
7.4
8.4
6.2
5
India GDP Growth Rate (%)
55
6 2 6.2 6.2
8 4 8.4 8.4
7 4 7.4 7.4
6 7 6.7 6
9 0 9.0
FY08 FY09 FY10 FY11 FY12 FY13
rd
specifcations, ndia has managed to gain a dominant position
in global cotton yarn exports market. As per Ministry of Textiles
latest report, India is estimated to have grown its export of
Cotton Yarn, Fabrics and made-ups by 25.39% during FY13
to `408.9 billion compared to `326.1 billion in FY12.
Segment Overview
Trident Limited has an installed capacity of 365,904 spindles and
3,584 rotors, capable of manufacturing 8,400 tonnes of cotton
and blended yarn per month. The Company also has Yarn
processing capacities of 6,825 TPA. Companys Yarn products
are marketed under Trident brand. Yarn segment contributes
46% to the Companys aggregate revenues. Yarn segment has
export presence in 19 countries and witnessed 27% exports
contribution to the total Yarn revenues of `16,837 million during
FY13. While the segments revenues witnesses 44% increase
from `11,685 million in FY12, the Proft Before nterest & Tax
(PBIT) recorded strong rebound from loss of `54 million in FY12
to PBIT of `1,340 million in FY13.
Segment Strengths
Technological Edge: Trident has imported state-of-the-art
Machinery from Rieter-Switzerland, Murata- J apan, Zinser-
Germany and Savio- Italy besides LMW-India.
Economies of Large Scale: Trident has one of countrys
largest single-location spinning capacities, providing the
economies of scale in production.
Vast product range: A wide range of product basket across
cotton yarn, blended yarn, special open-ended & other
specialized yarns, organic cotton and spun yarn categories.
Global recognitions in quality and standards:
Licensed to use Supima Cotton, Egyptian Cotton and
Cotton USA logos
Certifed by FLO for 'Fair Trade Cotton'
GOTS Certifcation by CUC for 'Organic Cotton'
SO 9001 Certifed by ntertek & SO 14001:2004 for EMS
Certifed by Oekotex, Switzerland for safe Dyes & Chemicals
Compliant to AATCC, ASTM & CTPAT standards
Source: International Cotton Advisory Committee
Global Cotton Demand - Supply (MT)
Production Consumption Exports Imports
2010-11 2011-12 2012-13
Yarn Segment - Revenue Mix FY13 (%)
73
27
Domestic Exports
s Imports s s Exports s EE on nsumptii Con on on roductioo Pr Pr
25.22
27.27
25.28
24.45
22.74
23.44
7.62
9.75
7.7 7.72
9.71
7.7
Trident derives its strengths from its integrated business model, large scale of operations, continuous expansion, business
excellence, global presence and more than 25 years of lineage.
Key Corporate Highlights:
During FY13 Trident renewed its focus on product innovation,
including patented technologies, for better functionality and
aesthetics
The Board of Directors of Trident have approved expansion
and modernization plan involving `16,668 million of capex,
likely to commence by October 2013. The expansion will
add additional capacities to both Home Textiles and Yarn
segment besides modernization of facilities.
During FY13, Tridents Board approved the increase of
its equity stake in Trident Corporation Limited (TCL) from
12.74% to more than 26% in line with requirements of para
3 of the Electricity Rules 2005 as TCL will be providing more
than 51% of its power to the Company.
During FY13 only, Trident Limited acquired 100% stake in
Trident Global Corp Ltd to make it a wholly owned subsidiary.
Trident Global Corp will act as front end marketing arm of
the Group.
Business Segment Performance
Trident Yarn Segment
Industry Overview
As per International Cotton Advisory Committee (ICAC), global
cotton production is estimated to be 25.9 million tonnes whereas
the mill use is expected at 23.4 million tonnes in 2012-13. This
is estimated to lead to oversupply of 2.4 million tonnes during
this period. Global Cotton Yarn demand is primarily dependent
on cotton prices and the comparative price of man-made fbres
and yarn. The global cotton prices have witnessed a trend of
high volatility over past three years due to crop fuctuations
in China, India and other cotton producing countries. During
2012-13 only the global cotton trade is estimated to drop by
21% to 7.7 million tonnes post an equal growth percentage of
21% in 2011-12 compared to 2010-11.
India is second largest cotton producer, globally, after China.
Courtesy its ability to cater to wider range of yarn products
like cotton yarn, weaving yarn and yarns with different
Chemicals
Steam &
Chemicals
Power
Power
Power & Steam
Power & Steam
Yarn
Fabric Chemicals
Yarn Power Paper
Bathrobes Towel Chemicals
rd
linen, table linen, bathroom furnishings, window treatment,
hammocks, curtains and upholstery. The growth of home
textiles has taken a hit over recent years, courtesy economic
slowdown in some advanced economies including Euro Area.
China continues to dominate the home textiles market in
exports, followed by some other low cost production countries
from Asian sub-continent.
Textile Industry in India is the second largest employment
generator after agriculture and contributes 14% to total
industrial production; 4% to Indias GDP; and 11% to total
exports. As per Ministry of Textiles, the total textile exports
during FY 13 are projected to be USD 31.7 billion or `1.72
trillion as against USD 33.3 or `1.59 trillion in FY 12. The
same is expected to reach USD 64.41 billion by end of March
2017. As per Technopaks Textile and Apparel Compendium
2012, Indias Textile & Apparel Industry is estimated to have
been USD 89 Billion in 2011 and is projected to become USD
223 billion by 2021 at a CAGR of 9.5% (2011-2021). Domestic
market contributes 60-65% of the total market size and rest
35-40% is estimated to have come from exports. Indian Home
Textiles market is estimated to be `184 Billion in 2011 and is
estimated to reach `408 Billion by 2021, at a CAGR of 8%
(2011-2021) as per Technopacks 2012 Compendium.
Given the fact that cost of labour is rising in China besides
slowing growth momentum, India is likely to gain a better
share in exports market, where many producers have already
tied-up with renowned retail store chains likes TARGET; Wal-
Mart; J C Penny; IKEA; Bed, Bath & Beyond; and many more.
Segment Overview
In its Home Textiles segment, Trident has installed capacity
of 388 looms of different specifcations namely Jacquards
(54), Air J et Dobby (296) and Rapier Dobby (38). Tridents
capacities are capable to produce 43,200 tonnes of towels
per annum. This also translates into 14.5 million pieces of
towels and 90,000 Bathrobes a month. Company has strong
exports market across 70 countries contributing 85% to the
segments total revenues of `12,694 million. Tridents Home
Textiles products are sold under various established brands,
namely Home Essential, Classic, Kids & Mom, Floral, Colors,
Indulgence.
During FY13 Home Textiles segment revenues and PBIT were
relatively fat at `12,694 million & `1,195 million respectively.
During FY 13, Home Textiles segments production at
30,741 MT and sales of 30,995 MT both remained relatively
fat courtesy tough global business environment and rising
competition. The absence of growth was noticed due to
demand contraction in EU countries and some other advanced
economies, otherwise considered as high home textile users.
Source: Textile and Apparel Compendium 2012, Technopack
Indian Home Textiles - Product Mix (%)
18
10
8
49
6 6
3
Bed Linen Towels Curtains Blankets Upholstery
Kitchen Linen Rugs & Carpets
Trident Home Textiles - Export
& Domestic Revenue - FY13 (%)
Domestic Exports
85
15
Trident Yarn segment - Wide Product Portfolio
Combed weaving Zero twist yarn Cotton/ Linen Blends
Carded weaving 100% cotton dyed yarn Cotton/ Excel Blends
Combed hosiery 100% cotton gas mercerized yarn Cotton/ Sarona Blends
Carded hosiery Roving grindle yarn Cotton/PVA (Wrapper yarn)
Open end yarns Polyester / Cotton Blends Cotton/Giza Blends
Slub yarn Bamboo / Cotton Blends Cotton/Pima Blends
Compact yarn Cotton/Viscose Blends Organic cotton
Core spun yarn Cotton/ Modal Blends Fair Trade cotton
Core spun slub yarn Cotton/Soya Blends BCI cotton
Eli-twist yarn Cotton/ Lyocell Blends BMP cotton
TFO double yarn Cotton/ Wool Blends C&A certifed cotton
Segment Highlights
Future Expansion: As part of `16,668 million expansion
plan, 1.76 lac Spindles, producing 38,802 TPA Yarn, will
be added to manufacturing capacities. Post expansion
total Yarn capacity will become 5.42 lakh Spindles, 3,584
rotors capable of manufacturing 12,000 tonnes of cotton &
blended yarn per month.
Enhanced Utilization: During FY 13, due to full utilization
of capacity implemented during FY 12, the yarn division
production clocked at 84,490 MT, a 41.7% increase over
59,611 MT produced in FY 12.
Market Expansion: The Companys consistent endeavours
to look for demand growth, helped it enter new markets like
Denmark, Turkey, UAE, Bahrain, Tunisia, Algeria, Ivory
Coast, Vietnam, Pakistan, Morocco, Indonesia, Nepal,
Netherlands, Slovenia, Mexico with niche products that are
likely to deliver higher margins as well.
Cost Optimization: The Company undertook various
cost optimization measures like Kaizen, TQM, TPM, 5S,
change management to have lean manufacturing, together
with enhanced utilization, helped Company achieve higher
sales, better realizations and increased proftability.
New Product Launches: Trident launched Core Filament
Yarn and Contamination Free Yarn during FY 13 in line with
its strategy to increase value-added product contribution
across business verticals.
Segment Outlook
Outlook for the Yarn segment is expected to be stable going
forward. As per recent ICAC report, Chinas dominance in
terms of Cotton Mill use is showing trends of weakening,
leading to spread of additional mill use across other Asian
countries wherein India happens to be a strong no. 2 player.
Preparing for the unfolding opportunities, Trident has recently
announced capacity expansion in its Yarn segment together
with enhancing its product-mix with more value-added products
and higher capacity utilization. Countrys favorable domestic
demographics and the Companys expansion in newer export
markets shall further strengthen its future outlook.
Trident Home Textiles
Industry Overview
Textile products are broadly categorized under Fibre, Yarn,
Fabric, Apparel and Made-ups. Global Textile & Apparel trade
is estimated to have been USD 662 billion in 2011 and is
expected to grow at a CAGR of 5% over corresponding 10
years to reach USD 1,060 billion as per Technopacks Textile
and Apparel Compendium 2012. The Global Fabric trade is
estimated to have been USD 74 billion in 2011. 60% of the
global textile & apparel consumption is spread among the
U.S, Canada, Europe, China and J apan. On the production
side, China, India, Bangladesh, Pakistan, Vietnam, Thailand
and Indonesia alone contribute 60% of total production. Home
Textiles include carpets, rugs, bedding products, kitchen
rd
Paper, Chemicals and Energy
Industry Overview - Paper
Global Paper & Board production is estimated to be 398.9
million tonnes and its consumption is estimated to be 399
million tonne in 2011 as per Confederation of European Paper
Industries (CEPI). Asia remained the largest producer (43.8%)
and also the largest consumer (45.5%) of Paper and Board
in 2011. North American region was the largest contributor
at 37% to the total pulp production of 183.8 million tonnes
in 2011, followed by Asia at 23.3%. However, Asia was the
largest consumer of Pulp at 32.9% followed by North America
at 31.6%.
Worlds 15th largest paper manufacturer, Indian Paper
industry is expected grow at a CAGR of ~6.4% between FY 12
and FY 17 to reach 15.516 MT by 2017 as per March 2013
CARE Ratings Paper Industry report. The CAGR growth is
higher from 5.8% during previous 5 year period FY08-FY12.
However, in per capita paper consumption, at about 10 Kg,
India is far behind China (42 Kg), the U.S. (312 Kg) and 25 Kg
in Malaysia. In India, the industry comprises of Paperboard
& Industrial Packaging or Paperboard (~45%), Printing &
Writing Paper (P&W) and Newsprint (~20%). India is able to
meet maximum of its paper needs from domestic production
except for newsprint with 60% imports and certain high grades
of P&W papers. The size of Indian Paper Industry is estimated
to be around `35,000 crore (USD 7 billion) by Indian Paper
Manufactures Association (IPMA).
Segment Overview - Paper
Trident is worlds largest wheat straw based paper producer.
Wheat straw is a waste which comes out of production of
wheat, for which India is the second largest producer in the
world after China. Trident draws 10% of its Paper segment
revenues (`7,248 million) from exports across 35 countries
including India, Middle East, Africa, U.S., Latin America and
the U.K. through a strong network of 60 distributors. Paper
segment contributes 20% to the Companys total revenues.
Using advanced technology in wheat-straw based paper
manufacturing, the Company is able to progress towards
sustainable growth by reducing input costs and adding
environmental sustainability. The Company uses its by-
products to generate co-generation power to save energy
cost. The Company has its focus on producing eco-friendly
paper. The Company also uses Elemental Chlorine Free
(ECF) pulp to reduce environmental impact.
Trident Paper Segment - Product Portfolio
Writing and printing paper
Branded copier paper: Trident Spectra, Trident My Choice,
Trident Natural, Trident Eco Green, Trident Royal Touch
Maplitho paper under brands like: Diamond Line, Silver Line,
Crystal Line, Super Line, Prime Line, Nature Line and Base
Line
Bible and offset printing paper
Cream-wove
Watermark paper
Colour paper
The company has per day production capacity of 450 MT of
paper and 265 tonnes of pulp. During FY13, the Company
produced 152,811 MT of paper products and recorded sales
of 153,028 tonnes which was 4.5% higher than FY12.
Segment Highlights & Strengths - Paper
High Margin, Eco-friendly products: During FY13, Trident
launched new copier paper, branded as Trident Royal
Touch. This is a premium range and positions the Company
in eco-friendly and high-end consumer segment. Trident
also launched Platinum Line Maplitho (ISO 92 brightness)
and Stiffner and FSC (Forest Stewardship Council) certifed
Maplitho papers.
Trident Paper Revenue - FY13 (%)
Domestic Exports
90
10
Trident Home Textiles - Product Portfolio
Solid Bath Ensembles
J acquard Bath Ensembles
Beach Towels
Christmas Bath / Hand / Finger tip sets
Subli-static Printed Towels
Embroidered Towels
Bathrobes in all styles/designs
Segment Strengths:
Large Scale of Operations: The Company is amongst
worlds largest terry towel manufacturers and draws
economies of scale from large capacities.
Best-in-class technology and machinery: Trident has
tie-up with some of global-best technology partners and
system providers to bring best-in-class, cost-effective and
fast produced products.
Globally renowned clientele: Trident is associated with
some of worlds most renowned retail companies as its
customers. Ralph & Lauren, Calvin Klien, Target, IKEA,
Wal Mart, Bed, Bath and Beyond, J C Penny are the leading
ones to name.
Integrated Operations: Tridents integrated business
model brings in natural synergies in Home Textile segments
business operations. Around 20% of the Yarn segments
production is utilized by Home Textile segment
Quality Standards: Trident has been acclaimed with
numerous certifcations and recognitions as testimony to
truly world class quality of its products. J C Penny award
for Best Quality for Home and Innovation; Rajiv Gandhi
National Quality Award by Bureau of Indian Standards (BIS)
and Best Supplier Quality Award from IKEA are a few to
name besides AATC and SO standard certifcations.
Segment Highlights
Capacity Expansion: With the Groups expansion plans
in place, the Companys current loom capacity is projected
to go up by 500 looms. The project is likely to commence
by October, 2013. Post expansion, the Companys capacity
of 500 looms, will enable the Company to manufacture 3.6
million meters of sheeting/month.
Diversifying Product-Mix: During FY13 whereas sales
volumes had no year-on-year growth, the diversifed product
mix, with value-added products, led to better proftability. For
further diversifcation, the Company is planning to venture
in bed sheets and pillow covers products.
Cost Rationalization: The Company improved its
proftability with rationalization of operational costs during
FY13 and curtailed middle line overheads.
Geographical Expansion: The Company would export its
products to newer geographies like J apan, Korea, Europe
and Middle East. This would include penetration in markets
that have less/no presence of the Company.
Awards & Recognitions:
o Silver trophy for Top Exporters Terry Towel in the
category of Madeups and the Bronze trophy for Highest
Global Exports by Cotton Textile Export Promotion
Council (TEXPROCIL).
o Recognized as Principal Partner Bath for the year
2012-13 by Sears Holdings Corporation for partnering
the development of successful Bath Shop programs.
Segment Outlook
During FY13, the Company has invested in product
diversifcation and facility modernization. The Company aims
to improve its market share, garner newer export markets
and better realizations going forward. The global economic
outlook, by IMF, projects global economic growth recovery
from 2013 onwards including advanced economies. With
improved market conditions, in India and globally, higher
capacities and diverse product range the Company expects
to put up decent performance going forward. At domestic
front, the regulatory changes too, bring growth opportunity
for the sector. The Technology Upgradation Fund Scheme
(TUFS) for the Textile sector will witness `11,952.8 crores of
allocation during the 12th Five Year Plan (2012-17). TUFS
is an important tool to infuse fnancial support to the textiles
industry and help it capitalize on the vibrant and expanding
global and domestic markets.
rd
Financial Performance Review
FY13 was a year of proftable growth for Trident Ltd. The
Company recorded 22% growth in consolidated revenues,
80% growth in EBIDTA and 180% growth in EBIT.
Following is a detailed analysis of the Company's fnancial
performance with respect to operational performance:
Statement of Prot & Loss
Revenues: The Companys total revenues in FY 13 were
`33,577 million, which were up 22% against previous fnancial
years total revenues of `27,524 million. The growth was
primarily led by much higher capacity utilisation in the frst
full year of operations post expansion of cotton yarn spinning
and processing segment and the product mix rationalisation
in cotton yarn and paper/chemicals segments. The Company
recorded 48% of its revenues from exports and 52% from
domestic markets.
Net Sales: Net Sales of `33,353 million during FY13 were
22% higher than `27,323 million in FY12 on account of
improved capacity utilization rates leading to increased
product off-take. Further augmenting sales growth were the
improved realizations on account of enhanced product mix by
adding value-added products
Segmental Revenues: The Companys total revenues
comprised of 46% from yarn segment, which contribute
`16,837 million. The home textiles contributed around 34%,
`12,694 million to the total revenue. Paper and Chemicals
segment contributed around 20% to total revenues at `7,248
million.
EBIDTA: Trident closed the FY 13 on a robust note with an
EBIDTA of `5,778 million, up 80% against `3,202 million in
FY 12. EBIDTA margins at 17.2% improved by 560 bps over
FY 12, courtesy enhanced utilization, stabilisation of expanded
capacity in cotton yarn and thrust on increasing value-added
products across yarn and paper/chemicals segment catering
to niche customer segments, offering higher realisation. The
cost control by through CLRI [Cleaning, Lubricating, Re-
tightening, Inspection) across the organization also augured
well for the proftability margins of the Company.
Interest costs control: Despite higher scale of operations
the Company was able to keep its interest costs under control.
This was done by long-term debt repayment `3,234 million
from internal accruals and other sources. However, due to
heightened scale of operations, short-term borrowings of the
Company increased leading 37.0% increase in total interest
cost at `2,353 million.
Net Prot: The Company recorded net proft of `493 million in
FY 13, marking a turnaround in the fnancial performance from
a net loss of `437 million in FY12, despite not so favourable
economic and industry scenario. During FY 13, the Company
was able to consolidate its operations, produce more and
enhance the product mix besides entering newer markets.
The performance turnaround in FY 13, also led to a positive
EPS of `1.60 against a negative EPS of `1.59 in FY12.
Balance Sheet
Equity Capital: Following the issue of 5,000,000 equity
shares of `10 each against the outstanding warrants at a
premium of `7.05 each to promoters, the Companys equity
capital expanded to `3,108 million, as against `3,058 million
in FY 12.
Reserves & Surplus: The reserves and surplus of company
improved to `3,954 million at the close of FY 13, as against
`3,426 million during FY 12. This was enabled by internal
accruals out of profts and partly the premium earned on fresh
issue of equity shares.
Borrowings: The Companys long term borrowings for FY13
came down substantially to `9,492 million against `12,726
million in FY 12, courtesy repayment `3,234 million as long
term debts. However, for the higher capacity utilization in
FY 13, the Companys short term borrowings increased to
`9,674 million, from `7,357 million in FY 12.
Debt Equity: The Company managed to bring down its debt
equity to 3.17 times, following the repayment of certain long-
term debts. The same stood at 3.51 times at the close of FY 12.
Current Ratio: The Company's current ratio was relatively fat
at 0.73 times at the end of FY 13, in comparison to 0.74 times
in FY 12.
Maintaining Strong Market Presence: The Company
continues to have signifcant market presence with its
existing brands Trident Spectra, Trident My Choice,
Trident Eco Green and Trident Natural.
Leadership in Environment-friendly paper products:
Trident is worlds largest wheat-straw based paper
manufacturer and amongst global few to have ECF
bleaching and oxygen Delignifcation manufacturing
process. This process helps save 5,000 trees per day when
compared with 100% wood pulp based units.
Presence across diverse customer segments: Tridents
paper products are positioned and cater to almost all
customer segments Trident Natural and My Choice in
economy segment, Trident Spectra in mid segment and
Trident Eco Green & Trident Royal Touch in Premium
copier segment. Thereby the Company is able to distribute
its sales across segments towards a de-risked product-mix.
Brand & Marketing Investment: Trident has been investing
in its own brands and marketing network to leverage higher
realizations and volumes too. During FY13 also, with launch
of new product range in premium & eco-friendly segment,
Trident has strengthened its brand positioning.
Segment Outlook - Paper
The Company now has a strategy to move ahead with paying
more focus towards copier segment in times to come, to
improve realisations. The Company is also positioning itself as
a premium and eco-friendly paper product provider. This shall
improve Companys realizations and expand export market
in advance economies particular about environmentally
sustainable products.
Industry Overview Chemicals
The Global Chemical Industry is estimated to be around USD
4.12 trillion annual turnover in 2010 which is expected to rise
at 3% per year growth rate till 2050 as per recent Organisation
for Economic Co-operation and Development (OECD) sales
outlook. Chemical Industry is estimated to account for 4.3%
of total global GDP. As per the outlook, China is expected to
grow more than 10% till 2015 and just around 10% during
2016 2021. Indias growth as per the said outlook is estimate
at 9% (2012 2014) and 8% (2015-2021).
Segment Overview - Chemicals
Trident has current capacity of 100,000 TPA production of
Sulphuric Acid, manufactured with state-of-the-art machinery
from DE Dietrich, Germany. The Companys Sulphuric Acid
products categories of Commercial Grade, Battery Grade
and AR & LR Grade cater to the diverse needs of battery,
zinc sulphate, alum, detergent, dyes and fertilisers industries/
sectors. During FY13, the Company produced 81,003 MT of
Sulphuric Acid, 81% capacity utilization.
Industry Overview - Energy
Power sector contributes massive 31% budget outlay within
Infrastructure sector in the 12th Five Year Plan (2012-2017),
thereby shall be a priority sector. The total capacity addition
in the 12th Plan is targeted at 100,000 MW with around 50%
contribution from private sector. The 11th Five Year Plan is
estimated to have added 50,000 MW of capacity with approx.
33% private sector contribution.
Segment Overview - Energy
The Company has Captive Power producing capacity of
50MW, produced through 3 Mega Turbines and 2 Power
Boilers. The Captive Power makes Trident Power self-
suffcient for all its businesses. During FY13, Trident produced
3.20 lac MWH units of energy for its captive consumptions.
Segment Strengths & Highlights - Energy
Uninterrupted and cost-effcient power supply to group
businesses
Multi Fuel-boiler technology for use of multiple fuels
including waste material (wheat-straw, pulp etc.)
Strengthens Tridents overall green product company
positioning
Segment Outlook - Energy
Energy is going to witness higher production and power load
factor considering that the Company as a strategy is focussing
on higher capacity utilization across business segments.
Since Tridents energy segment is equipped with best-in-class
plant confguration that gives fexibility to use multiple fuels
including waste residue, the same augurs well for Tridents
overall green product and production positioning.
rd
Input Sourcing Risk: The Company has to source cotton
in every season, to enable it to manufacture cotton yarn and
cotton spinning in different blends, at both its manufacturing
hubs in Punjab and M.P. The same is primarily dependent on
the harvest of cotton crop in every season and subsequently
the prices of same. At times, the cotton yield may be lower
than expected due to agricultural yield, according to rain and
other factors, and the prices of cotton may show volatility.
However, the Company has multiple vendors in place, for its
requirements of cotton input, and keeps back-up storage of
same, to safeguard against the same.
Competition from China and ASEAN region: The Company
faces a regular competition from China and some ASEAN
regions etc in the cotton yarn and home textiles which it caters
to multi-brand retail chain stores and overseas producers.
However, given a scenario in which the labour cost is moving
up slowly in China, the Company hopes to take advantage of
economies of scale in yarn and home textiles in times ahead
to create a better market share for itself.
Risk Management Framework
Trident considers an effective and structured risk management
process as an integral part of its business management
towards creating and protecting stakeholder value. The
Company has thus formulated a structured risk identifcation,
review and mitigation process. The Key elements of the
process are:
Continuous Risk dentifcation
Prioritizing risk on the basis of impact and intensity
Risk mitigation through identifed pre-measures
Risk transfer through effective roadmap, review and process
to transfer
Risk review for continuous strengthening of mitigation
measures
Risk identication
and Assessment
Evaluation
of risk and
assessment as
per Companys
risk appelite
Categorisation
and recording
risks
Segregate risk to
manage and risk
to transfer
Development of
action plans to
mitigate risk
Road map for risk
transfer
Review cost of
risk transfer
Transfer risk
Evaluate
implementation
status
Recommendations
Management
report and
validation
Risk
prioritisation
Risk
mitigation
Risk
transfer
Risk
review
Process Flow to mitigate risks
Internal Control System
The Company has put in adequate internal control system
in place, in synergy with the requirements of the Companys
areas of operations and its widespread network, which
independently appraises the Company of the requirements
in its advisory capacity from time to time to improve and
evaluate the systems already followed by the Company
across its areas of operations and policies. The team remains
active in taking various calls based on the size and scale of
business operations of interest of the Company, and insists
on following a framework, in view of the complexities of
overall business profle of the Company.
The Audit Committee guides the internal audit team about the
scope of audit to bring a higher effciency in major areas of
operation of the Company. The internal audit team discusses
their fndings with the management, to appraise their views on
the same, to help the Company quickly enable the improved
framework suggested, in case it is found more useful for the
Companys smooth functioning. The internal audit teams
fndings and signifcant changes suggested by them are
reviewed by Audit Committee of Company to offer the best
solutions and views on such fndings, which are given effect,
based on solutions suggested.
Key Strategies
New Positioning: The Company changed its corporate
positioning in consonance with its philosophy Inspired
by Challenge, aptly translating Company's proftable
performance amidst challenging times. The same was
evident in the yarn segment, where costs were brought down,
production was increased and realizations were improved.
Geographic Expansion: Apart from the US and EU, the
Company made a breakthrough in many newer countries
and regions including Australia, Canada, J apan and several
other CIS regions in past two years. The same has helped
the Company de-risk business geographically by reducing
dependence on its traditional markets.
Consolidating Operations: Tridents strategy entailed
consolidating its operations wherein all existing capacities
were put to maximum utilization. Cost rationalization was key
focus of consolidation leading to higher proftability. Trident
also implemented CLRI [Cleaning, Lubricating, Re-tightening,
Inspection) across the organization wherein instead of
specialized maintenance teams, CLRI is taken care of by
workers to enhance ownership.
Enhancing Product Mix with value-added products:
Trident adopted strategy of increasing the share of value-
added products in its overall product mix across Yarn and
Paper segments, and has defnitive plans to implement the
same in home textiles segment also. Trident introduced
Trident Royal Touch paper range in premium and eco-friendly
range. In yarn segment, Company introduced Core Filament
Yarn and other varieties of value added yarn. In Home Textiles
segment, Tridents recently announced expansion entails
producing bed-sheet products through 500 additional looms.
Trident has also strategized to sell multiple products to its
existing client base thereby increasing revenues from existing
clients.
Threats and Risks Management
A majority of risks faced by the Company are inherent to
business activities of the Company and the global network,
ranging from agricultural crops in monsoon, economic
cycles across various global regions and foreign exchange
fuctuations. These are industry specifc in nature and relate
to the cyclical movements of demand of sectors of business
operation of company and also the macro-economic cyclical
movements of Indian and various global regions as a whole.
The Company takes due care at its own end to ensure that
its business suffers from minimal affects of such risks related
to its business by remaining conservative during cyclical
downturns. Such risks where the Company keeps a close
watch with close checks regularly include:
Foreign Currency Risks: Since the Company has a
widespread network of clientele catering to 70 countries on a
global scale in home textiles, wheat straw based/ eco-friendly
paper and some varieties of yarn, it is always subject to the
risk of foreign currency fuctuations. However, as a mitigation
measure, the Company has already written off the past
mark to market losses. Currency Risk is now managed by
continuous monitoring the exposure and limiting the same in
view of applicable margins under the relevant product/market
segment.
Geo Economic Global Cycles: The Company operates as a
leading home textiles and paper supplier across all regions,
from US, Mexico, EU, Australia and many other countries.
Due to same, its business orders from vendors all tend to
come down, in times when various countries or regions
start facing a cyclical slowdown. As a preventive measure,
the geographical mix of the entire revenues mopped up by
the Company is evenly spread between domestic business
it derives, and its export orders. The Company also strives
hard to widen its geographical mix across various regions, to
ensure that regions coming under the cyclical slowdown dont
hit the Companys order book due to improved scale of orders
from other regions.
rd
During FY13, trident received CITI Birla Award for Human
Resource Management in Textile Mills during 2011-12 by
CITI-Birla Economic and Textile Research Foundation.
Trident regularly imparts training to its employees to improve
their skills, garner leadership traits, to get motivated to rise to the
occasion and perform better. All these initiatives in turn are aimed
at achieving the Companys common growth objective. The
Company endeavours to retain performing candidates, nurture
them for bigger roles in future and to leverage their continued
tenure & experience with the Company. At the close of FY 13, the
company had total employees strength of about 10,000 people.
Trident has well-structured organizational hierarchy to
provide and most suitable roles to respective employees and
management & leadership team. There are four categories
under which the hierarchy is made. The details of management
team composition as on March 31, 2013 are given below:
Institution Builder (IB) 5
Development Coaches (DC) 28
Frontline Entrepreneurs (FLE) 9,751
Outlook
The stabilization of operations of the yarn segment helped
the Company to focus on niche category of combed and
processed yarns. The higher capacity utilization enabled the
Company to clock an export turnover which constituted 73%
of yarn sales. Going ahead, the Company is adding more
value added products for niche customer segments in the
paper segment, which will help in improving the proftability.
In home textiles, the Company is associated with global retail
brands across the globe including Ralph & Lauren, Calvin
Klein, J C Penney, IKEA, Target, Wal-mart, Macys, Kohls,
Sears, Sams club, Burlington and other esteemed customers
in US, Mexico, Australia and Europe etc. The home textiles
products of company are exported across 70 countries.
With these factors in mind, the Company hopes to have
a better outlook in the period ahead in the light of global
economic growth recovery from 2013 onwards.
Cautionary Statement
This discussion contains certain forward-looking
statements based on assumptions and current situations
and expectations. The various risks and uncertainties
associated thereto could cause the actual results to
differ materially from those projected in forward looking
statements. Market data and product information
contained in this report is gathered from published
and unpublished reports and their accuracy cannot be
assured.
The management reserves every right to re-visit any
predictive statement as may be deemed ht.
Corporate Sustainability
Trident has been consistently working towards integrating
Corporate Social Responsibility into its values, culture,
operations and business decisions at all levels of the
organisation. Over the years, the nature of the Companys
involvement with the community has undergone a change.
Being a responsible citizen, the Company has a value system
of giving back to society and improving the life of the people.
Some key initiatives undertaken comprise the following:
Sponsorship of Takshashila Vocational Training Institutes
at Barnala & Budni to meet the demand of textile skilled
workers by providing training and developing the right kind
of skill set of youth.
Various Medical camps organized like Skin camp, general
medical camp, RG stone Speciality Hospital camp etc
First plant in North India to start Night shift for female members
Blood Camps organized regularly in association with Red
Cross
MOU has been signed with the CM of MP for funding and
construction of additional wards in the Community Health
Centre, Budhni
ESI and Medical insurance for all members, In house
dispensary, 24*7 emergency ambulance provided for
Members and their family
Adoption of Malvi Hospital in Hoshangabad in process
Availability of special doctors inside the factory premises
providing free medical checkups and medicines for all members
Within campus accommodation for 1,200+female members
Social Security Schemes/Insurance for Members and their
family
Village cluster adoption with 200 villages and more than
71,000 acres of land and 2,000 farmers in Punjab
Technical guidance to farmers in better management crop
practices & techniques
Regular contribution to various NGOs and sponsorship to
aspiring professionals within industry
Eco friendly paper made with wheat straw (Agri-waste)
saving more than 5,000 Trees/Day
First Mill in the world to use ECF Bleaching on wheat straw
Within factory plantation of 125,000 Eucalyptus trees
Rain water harvesting & waste water management with
state of the art ETP
Human Resources
Trident is amongst few in the country to have started business
simulation model for recruiting fresh talent, to have apt human
resources mix and to provide right role for the right candidate.
The unique model is expected to improve the effciency across
functions and levels. The Company has started offering
performance based compensation in FY 13, in line with total
productivity management program to bring cost effciencies
and to have higher motivation level amongst employees.
Under this program the Company has started a quarterly
cash award for TPM in manufacturing area for breakthrough
innovation, cross learning and certain other criteria.
rd
`14,413.8 million in the previous year to `16,081.7 million in
the current year.
EXPANSIONS / MODERNISATION
During the year under review the implementation of second
phase of yarn spinning expansion project involving setting
up of 134,448 spindles and 2,040 rotors is deferred due
to changing global economics and the strategic need to
consolidate for future growth. Directors of the Company take
pleasure in informing you that the implementation of two
spinning expansion project envisaging expansion of spinning
capacity at Budni by installing 101,184 additional spindles
and other balancing equipment to manufacture approximately
7,413 TPA of additional cotton yarn of higher count and value
added varieties & by installing 74,880 additional spindles and
other balancing equipment to manufacture approximately
31,389 TPA of additional cotton yarn are planned. Post
expansion, the installed capacity of the Company would
increase from 365,904 spindles to 541,968 spindles.
Further the company has also planned to set up a bed
sheeting unit in Budni, Madya Pradesh with a loom capacity
of 500 looms. The unit will manufacture and export certain
varieties of sheeting products. The above projects will entail a
capital outlay of `16,668.0 million.
SUBSIDIARIES
As on the last day of fnancial year under review, Company
had one Indian wholly owned subsidiary Trident Global Corp
Limited. The Annual accounts of the subsidiary company
alongwith the reports of the Directors and Auditors thereon
and all related detailed information are open for inspection
by any investor including investor of subsidiary company at
the registered offce of the Company and of the subsidiary
company. The Company will make available these documents
to investors including investors of subsidiary company upon
receipt of request from them. The investors, if they desire,
may write to the Company to obtain a copy of the fnancials of
the subsidiary company.
A statement giving information on the fnancials of subsidiaries
for the year ended March 31, 2013 and the consolidated
fnancial statements prepared by the Company in accordance
with Accounting Standard are given in the Annual Report for
the reference of the members.
DirectorsReport
Dear Shareholders,
Your Directors are pleased to present the 23rd Annual Report
and Audited Accounts of the Company for the fnancial year
ended March 31, 2013.
FINANCIAL RESULTS
The fnancial performance of your Company for the year
ended March 31, 2013 is summarised below:
[` million]
Particulars Current Year Previous Year
a) Net sales 33,352.6 27,322.8
b) PBIDT 5,778.1 3,202.4
c) Less : Interest 2,352.8 1,717.8
d) PBDT 3,425.3 1,484.6
e) Less : Depreciation 2,614.4 2,075.3
f) Proft/(Loss) before Tax 810.9 (590.7)
g) Less : Provision for Tax 317.6 (153.3)
h) Net proft / (Loss) after Tax 493.3 (437.4)
i) Earnings / (Loss) per
share (`)
1.60 (1.59)
CORPORATE OVERVIEW
The Company operates in diversifed business segments
viz. Yarn, Terry Towel, Paper and Chemicals. The Company
also has captive power plant to cater to needs of its various
business segments.
RESULTS OF OPERATIONS
Financial performance and review
The net sales of the Company for the year under review
increased to `33,352.6 million as compared to `27,322.8
million in the previous fnancial year, registering a growth of
approximately 22 percent. The Operating Proft (EBDTA) for
the year has been `5,778.1 million as compared to `3,202.4
million in the previous fnancial year, increased by about 80
percent. The Company has earned a net proft of `493.3
million as against net loss of `437.4 million in the previous
fnancial year.
Total paid up capital of your Company has increased from
`3,058.4 million to `3,108.4 million during the year under
review, due to allotment of 5,000,000 equity shares pursuant
to conversion of warrants issued on preferential basis.
A detailed discussion on fnancial and operational performance
of the Company is given under Management Discussion &
Analysis Reportforming part of this Annual Report.
DIVIDEND
Keeping in view the consolidation, modernisation and other
future investment possibilities in order to meet competition,
your Directors have decided not to recommend any dividend
for the year under review.
CONTRIBUTION TO THE NATIONAL EXCHEQUER
The Company contributed a sum of `373.9 million to the
exchequer by way of central excise duty in addition to other
direct and indirect taxes during the year under review.
EXPORTS
Export sales accounted for 48 percent of net sales. During the
year under review, export sales increased by 12 percent from
rd
of ensuing Annual General Meeting and are eligible for re-
appointment. The Company has received a certifcate from
M/s Deloitte, Haskins & Sells, Chartered Accountants, under
Section 224(1) of the Companies Act, 1956 confrming their
eligibility and willingness to accept the offce of the Statutory
Auditors for the year 2013-14, if re-appointed. They have
also furnished Certifcate of their ndependence and copy of
certifcate issued by the Peer Review Board of the CA.
The Statutory Auditors of the Company have submitted
Auditors Report on the accounts of the Company for the
accounting year ended March 31, 2013. The Auditors
Report for the year is self explanatory & do not contain any
qualifcation/adverse remarks, hence need no comments.
The observation in the Auditors Report for the year ended
March 31, 2012 regarding non accounting of restatement loss
on forward contracts and mark to market loss on open put
derivative options stands resolved since the loss on forward
contracts and derivative options has been accounted for at
the time of settlement during the year under review.
COST AUDIT
Pursuant to the provisions of Section 233B of the Companies
Act, 1956 and subject to the approval of the Central
Government, the Board of Directors of your Company has re-
appointed M/s Ramanath Iyer & Co., Cost Accountants, New
Delhi as Cost Auditor for the fnancial year 2013-14 to carry
out an audit of cost accounts of the Company in respect of
textile, paper and chemical divisions. The Cost Audit Report
for the previous fnancial year ended March 31, 2012 has been
fled with Central Government within the prescribed time limit.
The Cost Audit Report in respect of cost accounts for the
fnancial year ended March 31, 2013 is required to be fled
with the Central Government within 180 days from the close
of fnancial year. The Cost Audit Report for the fnancial year
ended March 31, 2013 is under fnalization and shall be fled
with the Central Government within the prescribed time limit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy,
technology absorption, foreign exchange earnings and outgo,
in accordance with Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, is given as
Annexure I hereto and forms part of this report.
DISCLOSURE ON ESOP
The Companys Employee Stock Options Plan, 2007 has
been constituted in accordance with the Securities and
Exchange Board of India (Employee Stock Options Scheme
& Employee Stock Purchase Scheme) Guidelines, 1999. The
relevant disclosure on Companys stock options scheme as
per these guidelines has been provided in Annexure II hereto
and forms part of this report.
The Certifcate from the Auditors of the Company that the
Scheme has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders
would be placed at the Annual General Meeting for inspection
by members.
PARTICULARS OF THE EMPLOYEES
As per the provisions of Section 217(2A) of the Companies
Act, 1956, the statement of particulars of the employees etc.
forms part of this report. However, as per the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual
Report excluding the abovesaid information is being sent to
all the members and other entitled persons. Any member
interested in obtaining such particulars may write to the
Company Secretary at the registered offce of the Company.
RESPONSIBILITY STATEMENT OF DIRECTORS
A Directors Responsibility Statement, setting out the
requirements pursuant to the provisions of Section 217(2AA)
of the Companies Act, 1956 is annexed as Annexure III hereto
and forms part of this report.
ACKNOWLEDGEMENTS
It is our strong belief that caring for our business constituents
has ensured our success in the past and will do so in
future. Your Directors acknowledge with sincere gratitude
the co-operation and assistance extended by the Central
Government, Government of Punjab, Government of Madhya
Pradesh, Financial Institution(s), Bank(s), Customers,
Dealers, Vendors and society at large.
Your Directors also wish to convey their appreciation for
collective contribution & hard work of employees across all
level. The Board, also, takes this opportunity to express its
deep gratitude for the continued co-operation and support
received from its valued shareholders and their confdence
in management and look forward to their continued support
in future too.
For and on behalf of the Board
Place : Ludhiana Rajinder Gupta Deepak Nanda
Date : May 15, 2013 Chairman Wholetime Director
DIRECTORS
In accordance with the provisions of Articles of Association
of the Company, all the directors, for the time being, except
the Wholetime Director, shall retire annually and accordingly
Mr. Rajinder Gupta, Ms Pallavi Shroff, Mr. Rajiv Dewan and
Dr. M A Zahir, Directors are retiring at the ensuing Annual
General Meeting. All retiring directors offer themselves for
re-appointment. Your Directors recommend the aforesaid
appointments for your approval.
During the year Ms. Kavita Singh ceased to be Director
w.e.f. September 24, 2012. Mr. Sanjay J ain was appointed
as Director of the Company in the Annual General Meeting
held on September 24, 2012. Mr. Sanjay J ain is retiring at
the ensuing Annual General Meeting and do not seek re-
appointment. Mr. Vikas Pratap was appointed as Additional
Director of the Company w.e.f. October 25, 2012 and holds
offce upto the date of ensuing Annual General Meeting.
Further Mr. Abhishek Gupta, ceased to be Director and
Managing Director of the Company w.e.f. October 25, 2012.
The Board places on record its appreciation of the services
rendered by Ms. Kavita Singh, Mr. Abhishek Gupta, Mr. Sanjay
J ain and Mr. Vikas Pratap during their respective tenures.
Mr. Rajinder Gupta was re-designated as a Director in non
executive capacity w.e.f. October 25, 2012 and has been
appointed as Non executive Chairman of the Board w.e.f. May
15, 2013.
CORPORATE ADVISORY BOARD
During the year under review a Corporate Advisory Board
was constituted with Mr. Abhishek Gupta as its Chairman
to act as a representative of shareholders of the Company
to take strategic decisions, to enhance shareholders value
and to empower the Chief Operating Offcers/Key Managerial
Personnel with substantial powers of management of the
affairs of the Company. All business verticals & key functions
are now headed by respective Chief Operating Offcers and
Key Managerial personnel.
FIXED DEPOSITS
During the year under review, your Company has not accepted
any fxed deposits and no amount of principal or interest was
outstanding as of balance sheet date.
NO DEFAULT
The Company has not defaulted in payment of interest and/or
repayment of loans to any of the fnancial institutions and/or
banks during the year under review.
CORPORATE GOVERNANCE
Your Company is committed to adhere to the best practices
& highest standards of Corporate Governance. It is always
ensured that the practices being followed by the Company
are in alignment with its philosophy towards corporate
governance. The well-defned vision and values of the
Company drive it towards meeting business objectives while
ensuring ethical conduct with all stakeholders and in all
systems and processes.
Your Company proactively works towards strengthening
relationship with constituents of system through corporate
fairness, transparency and accountability. In your Company,
prime importance is given to reliable fnancial information,
integrity, transparency, fairness, empowerment and
compliance with law in letter & spirit. Your Company proactively
revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of Clause 49 of the
Listing Agreement for the year 2012-13 are given in Corporate
Governance Report, which is attached and forms part of this
report. The Auditors' certifcate on compliance with corporate
governance norms is also attached thereto.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL
RELATIONS
The human resources development function of the Company
is guided by a strong set of values and policies. Your Company
strives to provide the best work environment with ample
opportunities to grow and explore. Your Company maintains
a work environment that is free from physical, verbal and
sexual harassment. The details of initiatives taken by the
Company for development of human resources are given in
Management Discussion & Analysis Report.
The Company maintained healthy, cordial and harmonious
industrial relations at all levels during the year under review.
RECOGNITIONS & AWARDS
During the year under review, your Company has been
conferred with following awards and recognitions:
Special Commendation for the Golden Peacock
Environment Management Award - 2012
CITI-Birla Award for Human Resource Management in
Textile Mills during 2011-12
2nd Position in CONCOR EXIM Star Award in the category
of Exporter-Northern Regionby Container Corporation of
India Ltd.
Texprocil - Silver Trophy for Best Terry Towel Exporter in
Made-ups Category and the Bronze Trophy for Best Global
Exporter (Overall).
Company has been recognized as Principal Partner - Bath
for the year 2012-13 by Sears Holdings Corporation.
AUDITORS & AUDITORS REPORT
M/s Deloitte, Haskins & Sells, Chartered Accountants, Statutory
Auditors of the Company, hold offce until the conclusion
rd
Increase in Revenue.
Better brand image.
2.1.1 (c) Future Plan of Action:
New Product DevelopmentEco friendly towels,
Fancy Yarns, High End Hosiery segment Yarns,
Adaptive technology Yarns, premium paper.
Eco friendly innovations.
Exploring new products and markets for our
products with customization.
2.1.1 (d) Expenditure incurred on R & D:
Expenses incurred on research and
development booked under respective general
accounting heads and as such no amount
can be quantifed separately under the head
research and development expenses.
2.1.2 TECHNOLOGY ABSORPTION, ADAPTATION &
INNOVATION:
2.1.2 (a) Efforts, in brief, made towards technology
absorption, adaptation and innovation:
Installation of Texparts New Technology ZUW
Spindles (with centrifugal clutch) by replacing old
version of knurled spindles.
Installation of Hairiness Module in winding
machines to arrest the bobbins of high hairiness
in compact and off centering in CSY yarn.
Addition of automatic Folding & Packing machine
in Home Textiles Section.
nstallation of Blow Heat Recovery in wood fber
line for recovery of waste heat.
2.1.2 (b) Benets derived as a resuIt of the above
efforts, e.g., product improvement, cost
reduction, product development, import
substitution, etc :
The Company was able to enlarge its product
basket and deliver value added products to the
large base of customer/markets spread globally.
The Company was able to enhance its productivity
and rationalize the manufacturing costs towards
optimization.
The product portfolio was of better quality
based on environment friendly technology. The
manufacturing costs were also rationalized
towards optimization. The value added and
productivity enhancement also resulted in
additional contribution.
2.1.2 (c) In case of imported technology (imported
during the last 5 years reckoned from the
beginning of the nanciaI year), foIIowing
information may be furnished :
(i) Technology imported
The latest state of the art technology in fabric
transporting systems, spinning, weaving,
processing, dyeing, cutting, stitching, pulping,
boilers from the world-renowned suppliers in an
effort to improve productivity and product quality,
in addition to reducing consumption of energy
and scarce natural resources.
(ii) Year of import 2008-2013
(iii) Has technology been fully absorbed? Yes
(iv) If not fully absorbed, areas where this has not
taken place, reasons therefore and future plans
of action. Not applicable
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
3.1 Activities relating to exports, initiatives taken to
increase exports; development of new export
markets for products and services; and export plans
The Company is presently exporting its products
to more than 70 countries across the globe. The
Company is growing its market base. Consistent
efforts are being made to capture new avenues for
exports.
3.2 Total foreign exchange used and earned
[` million]
Earnings (FOB value
of exports)
16,081.7 14,413.8
Outgo (CIF value of
imports)
884.7 2,253.3
Traveling expenses 4.4 4.6
Other expenses 213.7 134.2
Annexure I
to the Directors Report
Information As Per Section 217(1)(e) read With The Companies (Disclosure of Particulars in the report of
Board Of Directors) Rules, 1988 and forming part of the Directors Report for the year ended March 31, 2013.
1. CONSERVATION OF ENERGY
1.1 Energy conservation measures taken:
Introduction of Corrocoated technology in pumps.
Arresting of air leakages & reduction of power
consumption of Air Compressors through regular
audits and optimization.
Installation of VFD on Boiler.
Installation of invertors on fan motors.
Re-engineering of humidifcation plant.
1.2 Additional investments and proposals, if any,
being implemented for reduction of consumption
of energy.
Installation of MV drive on FD Fan.
nstallation of energy effcient cooling tower pumps.
Installation of invertors on fan motors & main air
fans to optimize suction and reduction of power
consumption.
Replacement of Electrical heater by Steam
Radiator
1.3 Impact of measures taken at 1.1 and 1.2 above
for reduction of energy consumption and
consequent impact on the cost of production of
goods:
On account of the above said measures adopted
by the company, considerable saving in energy and
reduction in cost of production has been achieved.
However, due to change in product mix, there is an
increase in power consumption per kilogram in Cotton
Yarn in current year as compared to corresponding
previous year.
Particulars Units Year ended
31.03.2013
Year ended
31.03.2012
Electricity
Purchased
Units MWH 237,197 159,617
Total Amount ` million 1,398.53 828.33
Rate per unit `/Kwh 5.90 5.19
Particulars Units Year ended
31.03.2013
Year ended
31.03.2012
Own Generation
Through Diesel
Generator

Units MWH 78 142
Units/liter of
diesel
KWH 3.06 3.15
Diesel Cost/Unit `/Kwh 13.78 12.02
Through Steam
Turbine

Units MWH 319,524 322,518
Units per tonne
of steam
KWH 153 147
Cost per unit `/Kwh 4.20 4.44
Coal
Quantity MT 210,331 200,544
Total Cost ` million 985 989
Average Rate `/MT 4,682 4,930
Furnace Oil
Other / Internal
Generation

Consumption
per Unit of
production

Cotton Yarn Kwh/Kg 3.07 2.75
Towel Kwh/Kg 2.33 2.32
Yarn Processing Kwh/Kg 2.43 2.48
Paper Kwh/Kg 0.98 1.03
Sulphuric Acid Kwh/Kg 0.06 0.06
2. TECHNOLOGY ABSORPTION
Efforts made in technology absorption as per Form B
RESEARCH & DEVELOPMENT (R & D)
2.1.1 (a) Specic areas in which R & D carried out by
the Company
Development of new textiles products with
different combinations of blended cottons and
yarns.
Development of new products in paper.
2.1.1 (b) Benets derived as a resuIt of the above R & D
Market penetration, product diversifcation & new
customer development.
rd
Directors Responsibility Statement pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 and forming part of the Directors Report for the year ended March 31, 2013.
Difference between Intrinsic Value and Fair Value of
Stock Options and impact of this difference on net prot
and EPS:
Pro Forma Adjusted Net Income/(Loss) and Earning Per Share
Net Proft/(Loss) as reported (` million) 493.2
Add: Intrinsic Value Compensation Cost (` million) 0.0
Less: Fair Value Compensation Cost (` million) 1.3
Adjusted Pro Forma Net Prot/(Loss) (` million) 491.9
Earning Per Share (`)
Basic Diluted
As Reported 1.60 1.60
Adjusted Pro Forma 1.60 1.60
Weighted average exercise price and Weighted average fair
value of Options granted during the year NIL
Particular Exercise Price
(`)
Fair Value (`)
Exercise price equals market
price
11.20 6.25
Exercise price is greater than
market price
Not applicable Not applicable
Exercise price is less than
market price
Not applicable Not applicable
Description of method and signicant assumptions used
to estimate the fair value of options granted during the year
No Grant has been made during the fnancial year 2012-13.
However the fair value of options granted during the year
2009-10 has been estimated using Black-Scholes Option
pricing model.
Annexure III
to the Directors Report
The statement of the Directors responsibility on the annual
accounts of the Company for the year ended March 31, 2013
is provided below:
i) That in the preparation of the annual accounts, the
applicable accounting standards had been followed along
with proper explanation relating to material departures.
ii) That the Directors had selected such accounting policies
and applied them consistently and made judgments 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 March 31, 2013 and of the proft/loss of the Company
for the year ended March 31, 2013.
iii) That the Directors had taken proper and suffcient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
1956 in safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) That the Directors had prepared the annual accounts on a
going concern basis.
For and on behalf of the Board
Place : Ludhiana Rajinder Gupta Deepak Nanda
Date : May 15, 2013 Chairman Wholetime Director
Annexure II
to Directors Report
Disclosure related to Employee Stock Option Scheme of the Company:
n fnancial year 2007-8, the Company had the Employee
Stock Options Plan, 2007. The plan was approved by the
special resolution of shareholders passed on J une 29, 2007
by way of postal ballot. The Company has made two grants
under the scheme till date. The frst grant was made on July
9, 2007 and second grant was made on J uly 23, 2009 by the
Compensation Committee as per the terms & conditions of
Trident Employee Stock Options Plan, 2007. The options
were granted at the latest available closing market price prior
to the date of meeting. The Company calculates employee
compensation cost using the intrinsic value of option.
The relevant information with respect to Companys stock options plan as on March 31, 2013 is given below:
Details of Options
Grant First Grant Second Grant
Date of Grant J uly 9, 2007 J uly 23, 2009
Total option granted 7,901,462 3,993,000
Exercise Price `17.55 `11.20
Options Vested 3,353,049 1,119,196
Options Exercised Nil 139,010
Total no. of shares arising as result of exercise of Options Nil 139,010
Options lapsed *
(*Lapsed options include options forfeited and options cancelled / lapse) 4,548,413 1,988,664
Variation in terms of Options None None
Money realised by exercise of Options Nil 1,556,912
Total number of options in force 3,353,049 1,865,326
Employee wise details of options granted to:
Senior Managerial Personnel
Mr. P.K. Markanday
393,052 132,000
Mr. Arun Goyal
393,052 132,000
Mr. Rajiv Gupta*
314,441 132,000
Mr. Ravi Tandon#
235,831 -
Mr. Rajiv Kumar Mediratta*
- 82,500
Any other employee who receives a grant in any one year of option amounting to 5% or more of option
granted during that year
None None
Employees who were granted option, during any one year, equal to or exceeding 1% of the issued
capital (excluding warrants and conversions) of the company at the time of grant
None None
* Since ceased to be in employment of the company. Options granted and unvested included in Options lapsed.
#Since superannuated.
rd
b. is not related to promoters or persons occupying
management positions at the Board level or at one level
below the Board
c. has not been an executive of the Company in the
immediately preceding three fnancial years
d. is not a partner or an executive or was not partner or an
executive during the preceding three years, of any of the
following:
i) the statutory audit frm or the internal audit frm that is
associated with the Company, and
ii) the legal frm(s) and consulting frm(s) that have a
material association with the Company
e. is not a material supplier, service provider or customer
or a lessor or lessee of the Company, which may affect
independence of the Director
f. is not a substantial shareholder of the Company i.e.
owning two percent or more of the block of voting shares
g. is not less than 21 years of age
The Board of the Company has also decided that materiality
of relationship with the Directors shall be ascertained on the
following basis:
- The concept of materiality is relevant from the recipients
point of view and not from that of the Company
- The term material needs to be defned in percentage. Ten
percent or more of recipients gross revenue/receipt for the
preceding year should form a material condition affecting
independence
Based on the above test of independence, Dr. M A Zahir, Ms
Pallavi Shroff, Mr Rajiv Dewan, Mr Sanjay J ain and Mr Vikas
Pratap are categorised as Independent directors.
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate governance at Trident cares for the overall well-
being and welfare of all constituent of the system and takes
into account the stakeholders interest in every business
decision.
The Company is committed to pursue growth by adhering to
the highest national and international standards of Corporate
governance. The Companys philosophy on Corporate
governance is based on following principles:
Lay solid foundation for management
Structure the Board to add value
Promote ethical and responsible decision-making
Safeguard integrity in fnancial reporting
Make timely and balanced disclosures
Recognise and manage business risks
Respect the rights of the shareholders
Encourage enhanced performance
Remunerate fairly and responsibly
Recognise the legitimate interest of the stakeholders
Legal and statutory compliances in its true spirit
The Board of the Company has adopted a Combined Code of
Corporate Governance and Conduct based on the principles of
good Corporate governance and best management practices
being followed globally besides complying with the laws of
land. The Combined Code of Corporate Governance and
Conduct is available on the offcial website of the Company
www.tridentindia.com.
BOARD OF DIRECTORS
As on the date of report, the Board comprised of seven
Directors, of which more than 85% are Non-executive and
more than 71% are Independent directors. One Director on
the Board is Executive Director. None of the Directors on the
Board is a member of more than ten Board level committees
or act as Chairman of more than fve Board level committees
as required under the Code.
BOARDS DEFINITION OF INDEPENDENT DIRECTOR
Independent director shall mean Non-executive Director of
the Company who:
a. apart from receiving Directors remuneration, does not
have any material pecuniary relationships or transactions
with the Company, its promoters, its Directors, its senior
management or its holding Company, its subsidiaries and
associates which may affect independence of the Director
Corporate
Governance Report
rd
MEETINGS
Meeting details Board and Committees
Atleast four Board meetings are held in a year, one in each
quarter to review the fnancial results and other items of the
agenda. The gap between two Board meetings do not exceed
four calendar months. Apart from the four scheduled Board
meetings, additional Board meetings are also convened to
address the specifc requirements of the Company. Urgent
matters are also approved by the Board by passing resolutions
through circulation. The Company also holds atleast one
Audit Committee meeting in each quarter to inter-alia review
fnancial results. Meeting of other committees of the Board are
held whenever matters falling under their terms of reference
need discussion and decision. Every Director on the Board
is free to suggest any item for inclusion in the agenda for
the consideration of the Board/ Committee. The information
as required under Clause 49 of the Listing Agreement and
Combined Code of Corporate Governance and Conduct are
made available to the members of the Board/ Committee.
Following are the details of meetings of Board of Directors and Committees thereof held between April 1, 2012 and March 31, 2013:-
Sl.
no
Particulars No. of meetings
held during the year
Date of meetings
1 Board 6 April 23, 2012, May 25, 2012, August 9, 2012, October 25, 2012, November 12,
2012, February 3, 2013
2 Audit Committee 4 May 25, 2012, August 9, 2012, November 12, 2012, February 3, 2013
3 Compensation Committee 1 April 23, 2012
4 Investors Grievance and
Share Transfer Committee
3 J uly 18, 2012, October 30, 2012, February 3, 2013
5 Screening Committee 3 April 23, 2012, May 25, 2012, October 25, 2012
6 Strategy Committee - -
7 Financial Management
Committee
7 May 5, 2012, August 9, 2012, September 27, 2012, November 12, 2012,
J anuary 5, 2013, February 9, 2013, March 9, 2013
8 Compliance Committee 1 February 3, 2013
9 Conficts Committee - -
There was a maximum time gap of not more than 82 days between two consecutive Board meetings and 94 days between two
consecutive Audit Committee meetings.
Attendance of each Director at the meetings of the Company
The detail of attendance of each Director of the Company in the Board and Committee meetings held during the fnancial year
2012-13 is given below:
Name of Director Board Audit
Committee
Compensa-
tion
Committee
Investors
Grievance
and Share
Transfer
Committee
Screening
Committee
Strategy
Committee
Financial
Management
Committee
Compliance
Committee
Conicts
Committee
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Held* At-
tended
Mr Rajinder Gupta @ 6 6 2 2 = = = = 3 3 = = 3 3 = = = =
Ms Pallavi Shroff 6 0 = = 1 0 = = 3 0 0 0 = = = = = =
Mr Rajiv Dewan 6 6 4 4 1 1 3 3 3 3 0 0 7 7 1 1 0 0
Dr M A Zahir 6 6 4 4 1 1 3 3 3 3 0 0 = = = = 0 0
Ms Kavita Singh ^ 3 0 = = = = = = = = = = = = = = = =
Mr Deepak Nanda 6 6 = = = = 2 2 = = = = = = 1 1 = =
Mr Abhishek Gupta # 4 4 = = = = 1 1 = = = = 3 3 = = = =
Mr Sanjay J ain % 3 2 2 2 = = = = = = = = 4 4 = = 0 0
Mr Vikas Pratap % 2 0 = = = = = = = = = = = = = = = =
- * No. of meetings held during the tenure of respective Directors
- = Not a member of the Committee
- ^Ms Kavita Singh ceased to be Director w.e.f. September 24, 2012.
- Mr Rajinder Gupta, Dr M A Zahir and Mr Rajiv Dewan were present in the Annual General Meeting of the Company held on September 24, 2012
- #Mr Abhishek Gupta ceased to be Director and Managing Director of the Company w.e.f. October 25, 2012.
- @ Mr Rajinder Gupta ceased to be Managing director of the Company w.e.f. April 23, 2012, re-designated as Non executive Director of the Company w.e.f October
25, 2012 and appointed as Non-executive Chairman of the Board w.e.f. May 15, 2013.
- % Mr Sanjay J ain and Mr Vikas Pratap were appointed as Director and Additional Director of the Company w.e.f. September 24, 2012 and October 25, 2012
respectively
- The Chairman of Audit Committee and Investors Grievance and Share Transfer Committee were present in Annual General Meeting of the Company held on
September 24, 2012
GOVERNANCE STRUCTURE
Company has laid a strong foundation for making Corporate governance a way of life by constituting a Board with balanced mix
of experts of eminence and integrity, forming a core group of top level executives, inducting competent professionals across the
organisation and putting in place best system, process and technology.
Shareholders
Board of Directors
(Executive and Non
Executive Directors)
MD/Wholetime
Director
Chief Operating
Ofcers/ InstitutionaI
Builders
Development
Coaches
Front Line
Entrepreneurs
Statutory Auditors
Management Auditors and
other Independent agencies
Management meetings
Discussions with middle
management (followed by
chain discussion)
Innovation and growth,
energy and drive, frontline
motivator
Role Championing purpose and values,
challenging assumptions, inspiring confdence
and Commitment
Supporting and coaching, creating contexts,
linking knowledge and practices, relationships
and reconciliations
Committees of the Board
1. Audit Committee
2. Compensation Committee
3. Investors Grievance and Share Transfer
Committee
4. Strategy Committee
5. Screening Committee
6. Financial Management Committee
7. Compliance Committee
8. Conficts Committee
Other details relating to the Board are as follows:
Name Designation Category Shareholding in
Company
(No. of shares)
No. of
directorships
held in all public
Companies #
No. of Board
Committees
memberships
held in all public
companies @
No. of Board
Committees
chairmanships
held in all public
companies @
Mr Rajinder Gupta Chairman Non Executive,
Non Independent
- 6 - -
Ms Pallavi Shroff Director Non-Executive,
Independent
- 5 1 -
Mr Rajiv Dewan Director Non-Executive,
Independent
23,290 14 4 1
Dr M A Zahir Director Non-Executive,
Independent
5,510 8 4 2
Mr Sanjay J ain Director Non-Executive,
Independent
125 4 1 1
Mr Vikas Pratap Additional
Director
Non-Executive,
Independent
- 3 - -
Mr Deepak Nanda Wholetime
Director
Executive, Non
Independent
- 5 1 -
# including Trident Limited and excluding private and foreign companies
@ Board Committee for this purpose includes Audit Committee and Shareholders/Investors Grievance Committee (including Board Committees
of the Company)
rd
BOARD LEVEL COMMITTEES
The Board has constituted various Committees of Board for smooth and effcient operation of the activities and is responsible for
constituting, assigning, co-opting and fxing the terms of reference for the committees in line with the laws of land. The Chairman,
quorum and the terms of reference of each committee have been approved by the Board.
Composition of board
level committees
Audit Committee
1. Dr M A Zahir, Independent director (Chairman of Committee)
2. Mr Rajiv Dewan, Independent director
3. Mr Sanjay J ain, Independent director
Compensation Committee
2. Ms Pallavi Shroff, Independent director
Investors Grievance and Share Transfer Committee
1. Mr Rajiv Dewan, Independent director (Chairman of
Committee)
2. Dr M A Zahir, Independent director
3. Mr Deepak Nanda, Non-Independent director
Strategy Committee
1. Ms Pallavi Shroff, Independent director (Chairman of Committee)
4. Mr Samir J oshipura, Member
Screening Committee
3. Dr Pramod Kumar, Independent HR Expert
Financial Management Committee
1. Mr Rajiv Dewan, Independent director (Chairman of Committee)
3. Mr Arun Goyal, Chief Financial Offcer
Compliance Committee
2. Mr Deepak Nanda, Non-Independent director
3. Mr Arun Goyal, Chief Financial Offcer
Conicts Committee
Terms of reference of Board level committee
The Board while approving terms of reference of the
Committees ensures that the same is in line with laws of
land. The Board proactively reviews terms of reference of the
Committees and modifes the same, if necessary, to meet the
strategic and business needs. Following are brief terms of
reference of Board level committees:
AUDIT COMMITTEE
The terms of reference of Audit Committee are as per Listing
Agreement and Companies Act, 1956. The broad terms of
reference of Audit Committee as adopted by the Board are
as under:
a) Oversight of the company's fnancial reporting process and
the disclosure of its fnancial information to ensure that the
fnancial statement is correct, suffcient and credible
Agenda and minutes
All the departments in the Company communicate to the
Company Secretary well in advance with regard to matters
requiring approval of the Board/Committees of the Board
to enable him to include the same in the agenda for the
Board/Committee meeting(s). Agenda papers are generally
circulated to the Board members well in advance before the
meeting of the Board.
The Company Secretary while preparing the agenda and
minutes of the Board/Committee meeting is required to ensure
adherence to the applicable provisions of the law including the
Companies Act, 1956. The applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI)
are also complied with by the Company. The draft minutes
of the proceedings of each Board/Committee meeting duly
initialed by the Chairman of the meeting are circulated to the
Board/Committee members for their comments and thereafter,
confrmed by the Board/Committee in its next meeting. The
Board also takes note of the minutes of the Committee
meetings duly approved by their respective Chairman.
All material information is incorporated in the agenda papers
for facilitating meaningful and focused discussions at the
meeting. The information regularly supplied to the Board and/
or its committee inter-alia includes the following:
Annual operating plans and budgets and any updates
thereon
Capital budgets and updates
Quarterly results for the Company and its operating divisions
or business segments
Minutes of meetings of Audit Committee and other
committees of the Board
Legal compliances report and certifcate
Information on recruitment, resignation and remuneration of
senior offcers
Show cause, demand, prosecution notices and penalty
notices issued against the Company having material impact
Fatal or serious accidents, dangerous occurrences, any
material effuent or pollution problems, if any
Any material default in fnancial obligations to and by the
Company, or substantial non-recoveries against sale, if any
Any issue, which involves possible public or product liability
claims of substantial nature, including any judgment or
order, which may have passed strictures on the conduct of
the Company or taken an adverse view regarding another
enterprise that can have negative implications on the
Company, if any
Details of any joint venture or collaboration agreement, if
any
Transactions that involve substantial payment towards
goodwill, brand equity, or intellectual property, if any
Signifcant labour problems and their proposed solutions.
Any signifcant development in human resources/
industrial relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme, if any
Sale of material nature of investments, subsidiaries, assets,
which is not in normal course of business, if any
Quarterly details of foreign exchange exposures and the
steps taken by management to limit the risks of adverse
exchange rate movement, if material
Non-compliance of any regulatory, statutory nature or listing
requirements and shareholders service such as delay in
share transfer etc.
rd
STRATEGY COMMITTEE
The broad terms of reference of Strategy Committee inter-
alia include formulation of long term and strategic planning
as well as resource management, performance review and
monitoring, review of projects, formation of Special Purpose
Vehicles, approval of business alliance and decide upon
business reconstruction.
SCREENING COMMITTEE
The broad terms of reference of Screening Committee inter-
alia include determination of appropriate characteristics, skills
and experience for the Board members & senior management
personnel and to make recommendation to the Board and to
shareholders on the induction of any new Director.
FINANCIAL MANAGEMENT COMMITTEE
The broad terms of reference of Financial Management
Committee inter-alia include deciding bank operating
powers & changes thereon, other banking related issues
of the Company, approval and monitoring of borrowing in
INR/ foreign currencies, investments, loans and corporate
guarantees, conversion of loans into INR/foreign currency
and review of foreign exchange transactions of the company.
COMPLIANCE COMMITTEE
The broad terms of reference of Compliance Committee inter-
alia include to oversee legal compliance by the Company,
highlighting instances of non-compliance to the Board with
its recommendations to minimize the probable risk, provide
its report/recommendation to the Board of Directors on the
overall compliance structure of the Company and performing
such other functions as the Board of Directors may entrust to
the Committee.
CONFLICTS COMMITTEE
The broad terms of reference of Conficts Committee inter-alia
include reviewing all transactions/agreements with related
parties, reviewing all transactions that may be entered into
with any person otherwise than on arms length basis and
providing recommendations to the audit committee and the
implications of entering into these transactions and performing
such other functions as the Board of Directors may entrust to
the Committee.
DIRECTORS REMUNERATION
Remuneration policy of Directors
Executive Directors
The remuneration paid to the Executive directors is
recommended by the Compensation Committee and
approved by the Board of Directors subject to the approval by
the shareholders and such authorities, as the case may be.
Non-executive Directors
Non Executive directors are paid by way of sitting fee for the
meeting of the Board and the Committee (as the case may
be), attended by them. The Board is also authorised to pay
to Non-executive Directors commission @ 1% of net profts
of the Company or any other percentage of net profts as may
be permissible under the provisions of applicable statutory
enactments at the time of payment, over and above the usual
sitting fees in the manner as thought proper by the Board. The
remuneration paid to the Non-executive directors is approved
by the Board of Directors, subject to the approval by the
shareholders.
The synopsis of approvals for the remuneration paid to Mr Rajinder Gupta, Managing director, Mr Abhishek Gupta, Managing
director, Mr Deepak Nanda, Wholetime Director and sitting fees paid to Non-executive directors during the year ended March
31, 2013 is given hereunder:
Sr.
no
Approving authority Date of approval
Executive directors Non-executive directors
Mr Rajinder Gupta Mr Abhishek Gupta Mr Deepak Nanda
(Managing director) (Wholetime director)
1 Compensation Committee May 16, 2011 April 23, 2012 November 12, 2011 Not applicable
2 Board of Directors May 16, 2011 April 23, 2012 November 12, 2011 October 24, 2003/ April 23,
2012
3 Shareholders J uly 12, 2011 J une 12, 2012 J une 12, 2012 December 12, 2003/ J une
12, 2012
During 2012-13, the Company did not advanced any loan to any of its Directors. No stock options have been provided to
Directors of the Company during the year under review.
b) Recommending the appointment and removal of external
auditor, fxation of audit fee and also approval for payment
of any other services
c) Reviewing with management the annual fnancial
statements before submission to the Board, focusing
primarily on:
Any change in the Accounting policies and practices
Major accounting entries based on exercise of
judgement by management
Qualifcation on draft Audit Report
Signifcant adjustments arising out of audit
The going concern assumption
Compliance with accounting standards
Compliance with Stock Exchange and legal
requirements concerning fnancial statements
Any related party transactions i.e. transaction of the
Company of material nature, with promoters or the
management, their subsidiaries or relatives etc that
may have potential confict with the interest of the
Company at large
d) Reviewing with management, external and internal
auditor, adequacy of internal control systems
e) Reviewing the adequacy of internal audit function, including
the structure of the internal audit department, staffng and
seniority of the offcial heading the department, reporting
structure coverage and frequency of internal audit
f) Discussion with internal auditors any signifcant fndings
and follow up thereon
g) Reviewing the fndings 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
h) Discussion with external auditors before the audit
commences on the nature and scope of audit as well
as have post audit discussion to ascertain any area of
concern
i) Reviewing the Company's fnancial and risk management
policies
j) To review the functioning of the Whistle Blower mechanism
k) To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non payments of declared
dividends) and creditors.
l) To approve/review the unaudited Quarterly Financial
results and publish the same as required in the Listing
Agreement.
m) Reviewing, with the management, the statement of uses/
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take
up steps in this matter.
n) Approval/ recommendation of appointment of CFO (i.e. the
whole-time Finance Director or any other person heading
the fnance function or discharging that function) after
assessing the qualifcations, experience & background,
etc. of the candidate.
Apart from above the committee also reviews other
matters as may be required to be reviewed by Audit
Committee under Listing Agreement and other laws, rules
and regulations.
COMPENSATION COMMITTEE
The broad terms of reference of Compensation Committee
inter-alia include determination and review of remuneration
package of Executive directors/CEO and formulation and
administration of employee stock options plan of the Company.
INVESTORS GRIEVANCE AND SHARE TRANSFER
COMMITTEE
The broad terms of reference of Investors Grievance and
Share Transfer Committee inter-alia include monitoring of work
related to transfer/transmission/conversion/ dematerlisation/
rematerlisation/subdivision/consolidation/split of shares of the
Company, approving issue of duplicate share certifcate and
redressing all kind of shareholders/ investors complaints.
rd
Clause 49 of the Listing Agreement. Details of the same are as follows:
Name of Directors Name of companies Position held/ interest
Mr Rajinder Gupta Trident Group Limited Chairman - Board
Trident Corporation Limited Chairman - Board
Abhishek Energy Corporation Limited Chairman - Board
Shareholding >2 percent
Trinetra Technologies Limited Director - Board
Trident Aerospace Limited Director - Board
Trident Infotech Inc. Director - Board
Trident Towels Limited Shareholding >2 percent
Ms Pallavi Shroff Maruti Suzuki India Limited Director - Board
Member - Audit Committee
PTL Enterprises Limited Director - Board
Artemis Health Sciences Limited Director - Board
Artemis Medical Services Limited Director - Board
J uniper Hotels Private Limited Director - Board
Amarchand & Mangaldas & Suresh A Shroff & Co. Partner
Mr Rajiv Dewan Malwa Industries Limited Director - Board
Punjab Communication Limited Director - Board
Member - Investors Grievance Committee
Malwa Millenium Designs Limited Director - Board
Trinetra Technologies Limited Director - Board
Abhishek Ventures and Projects Limited Director - Board
Trident Powercom Limited Director - Board
Trident Corporate Services Limited Director - Board
Trident Corporate Solutions Limited Director - Board
Trident Brokers Limited Director - Board
Trident Swaasthya Limited Director - Board
Trident Research Limited Director - Board
Trident Brands Limited Director - Board
Oswal Industrial Enterprise Private Limited Director - Board
R Dewan & Co Partner
Dr M A Zahir Hero Cycles Limited Director - Board
Ralson (India) Limited Director - Board
Rockman Industries Limited Director - Board
IOL Chemicals and Pharmaceuticals Limited Director - Board
Chairman - Audit Committee
Sohrab Spinning Mills Limited Director - Board
Lotus Integrated Texpark Limited Director - Board
Majestic Auto Limited Director - Board
Mr Vikas Pratap Indian Acrylics Limited Chairman - Board
Punjab State Industrial Development Corporation
Limited
Managing Director - Board
Mr Sanjay J ain Lotus Integrated Texpark Limited Chairman - Board
Chairman - Audit Committee
TFS Investments Private Limited Director - Board
Rainbow Retail Limited Director - Board
TFS Business Advisors India Private Limited Director - Board
Mr Deepak Nanda Punjab Venture Capital Limited Director - Board
Trident Chemicals Limited Director - Board
Trident Green Technologies Limited Director - Board
M D E-Infra Consultants Private Limited Shareholding >2 percent
SME Business Services Limited Shareholding >2 percent
A brief profle of the Directors is given elsewhere in this annual report, which forms part of the Corporate governance report.
The details of the remuneration paid to the Directors alongwith their relationships and business interests are detailed below:
Relationships of Directors, their business interests and remuneration
Name of the Director Relationship with other
Directors
Business
relationship with
the Company, if any
Remuneration paid/payable during the year ended
March 31, 2013
Sitting fee (in `) Salary and
perquisites
(in `)
Total
(in `)
Mr Rajinder Gupta@ Father of Mr Abhishek Gupta Promoter 180,000 1,833,333 2,013,333
Ms Pallavi Shroff None None - - -
Mr Rajiv Dewan None None 340,000 - 340,000
Dr M A Zahir None None 340,000 - 340,000
Ms Kavita Singh ^ None None - - -
Mr Deepak Nanda None None - 6,380,000 6,380,000
Mr Abhishek Gupta# Son of Mr Rajinder Gupta None 15,497,797 15,497,797
Mr Sanjay J ain% None None 80,000 - 80,000
Mr Vikas Pratap % None None - - -
@ Mr Rajinder Gupta ceased to be Managing director of the Company w.e.f. April 23, 2012, re-designated as Non executive Director of the
Company w.e.f October 25, 2012 and appointed as Non-executive Chairman of the Board w.e.f. May 15, 2013.
^Ms Kavita Singh ceased to be Director w.e.f. September 24, 2012.
#Mr Abhishek Gupta ceased to be Director and Managing Director of the Company w.e.f October 25, 2012
% Mr Sanjay J ain and Mr Vikas Pratap were appointed as Director and Additional Director of the Company w.e.f. September 24, 2012 and
October 25, 2012 respectively
The Company has also taken Director's and Offcer's (D&O) Liability nsurance to protect its Directors' personal liability for
fnancial losses that may arise out of their unintentional wrongful acts.
PECUNIARY RELATIONSHIP OR TRANSACTION OF NON-
EXECUTIVE DIRECTORS VIS--VIS THE COMPANY
The Company does not have any direct pecuniary relationship/
transaction with any of its Non-executive directors. However, a
sum of `2,287,070/- was paid to M/s Amarchand & Mangaldas
& Suresh A Shroff & Co., during the fnancial year 2012-13
towards fees for legal services. Ms Pallavi Shroff, a Non-
executive director of the Company is partner of M/s Amarchand
& Mangaldas & Suresh A Shroff & Co. However, the above
payment does not affect independence of Ms Pallavi Shroff
as the same is not material as per criteria fxed by the Board.
Mr Rajinder Gupta has entered into lease agreement with the
company for taking lease of residential building of the company.
Accordingly, a sum of `900,000/- has been received from Mr
Rajinder Gupta as lease rent during the year under review.
CRITERIA FOR PAYMENT OF COMMISSION
The members vide their resolution passed by means of
Postal Ballot on J une 12, 2012 have approved payment of
commission @ 1% of net profts of the Company or any other
percentage of net profts as may be permissible under the
provisions of applicable statutory enactments at the time of
payment to the Non-Executive Directors of the Company
for a period of fve fnancial years commencing from April 1,
2012. The payment of above said commission will be over
and above the usual sitting fees for attending the meetings of
the Board/Committee of the Board and the commission will
be payable in such proportion and in such manner, as may be
determined by the Board.
TERMINATION OF AGREEMENT WITH WHOLETIME
DIRECTOR AND SEVERANCE FEES
The employment of Wholetime director shall terminate
automatically in the event of their ceasing to be a Director
of the Company in the General Meeting and/or in the event
of their resignation as a Director of the Company and
subsequent acceptance of the resignation by the Board.
DIRECTORSHIPS OF BOARD MEMBERS IN OTHER
COMPANIES
The Directors of the Company also hold position as Directors,
committee members, partners and shareholders in other
reputed companies, associations and frms. The committee
memberships/chairmanships held by the Directors in other
corporate as on March 31, 2013 are in compliance with the
rd
e) Postal ballots
The following resolutions were passed through Postal Ballots during the fnancial year 2012-13 for which the Board had
appointed Mr S C Gupta, retired District Attorney as scrutiniser:-
Sl
no.
Date of passing
resolutions
Description of ordinary resolution(s) and special resolution(s) Voting pattern Remarks
For Against
1 J une 12, 2012 Ordinary resolution under Section 260 for Appointment of Mr.
Deepak Nanda as Director
99.99% 0.01% Passed with requisite
majority
Special resolution under Section 198, 269, 309, 311 read with
Schedule XIII of the Companies Act, 1956 for Appointment of Mr.
Deepak Nanda as Wholetime Director
majority
Ordinary resolution under Section 260 for Appointment of Mr.
Abhishek Gupta as Director
majority
Special resolution under Sections 198, 269, 309, 311, 314 read with
Schedule XIII of the Companies Act, 1956 for Appointment of Mr.
Abhishek Gupta as Managing Director
majority
Special resolution under Section 198, 309, 310, 314 of the
Companies Act, 1956 for Payment of Remuneration to Non-
Executive Directors
majority
Special resolution under Section 314 of the Companies Act, 1956
for Appointment of Ms Neha Gupta as an employee of the Company
majority
2 December 18,
2012
Special resolution under Section 31 of the Companies Act, 1956 for
Alteration in Articles of Association
majority
DISCLOSURES
a) Related party transactions
There was no materially signifcant related party
transaction, pecuniary transactions or relationships
between the Company and its Directors, promoters
or the management that may have potential confict
with the interests of the Company at large except
the transactions detailed in the notes to the balance
sheet disclosed as per Accounting Standard 18 of the
Institute of Chartered Accountants of India.
All details relating to fnancial and commercial
transactions, where Directors may have a potential
interest are provided to the Board and the interested
Directors abstain from participating in the discussion
or decision on such matters. The Audit Committee/
conficts Committee of the Company also reviews
related party transactions on periodical basis.
b) Compliances made by the Company
The Company has continued to comply with the
requirements of the stock exchanges, SEBI and other
statutory authorities on all matters related to capital
market during the last three years.
No penalties or strictures have been imposed on the
Company by the stock exchanges, SEBI or any other
authority on any matter related to capital market during
the last three years.
CORPORATE ETHICS
As a responsible corporate citizen, the Company consciously
follows corporate ethics in both business and corporate
interactions. The Company has framed various codes and
policies, which act as guiding principles for carrying business
in ethical way. Some of our policies are:
a) Code of conduct for prevention of insider trading
b) Code of corporate disclosure
c) Whistle Blower Policy
d) Combined code of corporate governance and conduct
e) Safety, Health and Environment (SHE) Policy
f) Values framework
g) Risk management procedure
COMPLIANCE STATUS WITH MANDATORY AND NON-
MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE
LISTING AGREEMENT
Mandatory requirements
The Company has complied with all the mandatory
requirements of Clause 49 of Listing Agreements entered into
with Stock Exchanges.
Non-mandatory requirements
Compliance status with non-mandatory requirements is given
below:
MANAGEMENT
The management discussion and analysis report is given
elsewhere in this annual report, which forms part of this
Corporate governance report.
SHAREHOLDERS
a) Disclosures regarding appointment/re-appointment of
Directors
Pursuant to the articles of association of the Company, all
the Directors for the time being except Wholetime director
shall retire annually and accordingly Mr Rajinder Gupta,
Ms Pallavi Shroff, Mr Rajiv Dewan, Mr Sanjay J ain and
Dr M A Zahir, Directors are retiring at the ensuing Annual
General Meeting. All retiring Directors offer themselves for
re-appointment except Mr Sanjay J ain, who do not seek
re-appointment. The Screening Committee and Board
have recommended re-appointment of Directors who are
retiring and offer themselves for re-appointment.
The brief profle of the Directors being re-appointed and other
relevant information is given elsewhere in this annual report,
which forms part of the Corporate governance report.
b) Means of communication
The quarterly, half yearly and annual fnancial results and
quarterly shareholding pattern are posted on Companys
offcial website www.tridentindia.com. As per the
requirements of the Listing Agreement, the Company also
provides information to the stock exchanges and updates
its website on regular basis to include new developments
in the Company.
All material information about the Company is promptly
sent through facsimile/e-mail to the stock exchanges
where the shares of the Company are listed.
Full version of the annual report including the notice of
Annual General Meeting, Managements Discussion and
Analysis, Corporate Governance Report, Balance Sheet,
Statement of Proft and Loss, Cash Flow Statement along
with the notes thereon, Directors Report and Auditors
Report are sent to the shareholders within the stipulated
time and are also uploaded on Company's offcial website
www.tridentindia.com.
The Company generally publishes its fnancial results in the Business Standard and Punjabi Jagran. During the year under
review, the Company published its fnancial results in the following newspapers:
Financial Results Newspapers Date of publication
Unaudited fnancial results for the quarter ended June 30, 2012 Business Standard
Punjabi J agran
August 10, 2012
August 10, 2012
Unaudited fnancial results for the quarter and half Year ended September 30, 2012 Business Standard
Punjabi J agran
November 13, 2012
November 13, 2012
Unaudited fnancial results for the quarter and nine Months ended December 31, 2012 Business Standard
Punjabi J agran
The Economic Times
February 4, 2013
February 4, 2013
February 4, 2013
Audited fnancial results for the quarter and year ended March 31, 2013 Business Standard
Punjabi J agran
May 16, 2013*
May 16, 2013*
* Proposed
c) CompIiance Ofcer
The Board has appointed following offcial as Compliance Offcers of the Company.
1. Mr Pawan J ain, Company Secretary (e-mail ID: [email protected])
2. Mr Pawan Babbar, Deputy Company Secretary (e-mail ID: [email protected])
The Compliance Offcers can be contacted for any investor related matter relating to the Company on
contact no. +91-161-5039999; and fax no. +91-161-5039900.
d) Annual General Body Meetings of the Company
Details of last three Annual General Meetings of the Company is given hereunder:
AGM Day Date Time Venue Special Resolutions passed
22nd Monday September 24, 2012 10:30 am Trident Group, Raikot Road,
Sanghera, Barnala
No Special Resolution was passed at meeting
21st Friday September 30, 2011 10:30 am -do- No Special Resolution was passed at meeting
20th Saturday September 25, 2010 10.30 am -do- No Special Resolution was passed at meeting
rd
i) Market price data
Monthly high and low prices of equity shares of Trident Limited at the BSE Limited (BSE) and at the National Stock Exchange
of India Limited (NSE) during the year under review in comparison to BSE (Sensex) and NSE (Nifty) are given hereunder:
Month BSE NSE
Share prices Volume Sensex Share prices Volume Nifty
High Low High Low High Low High Low
April, 2012 11.45 10.25 318,107 17,664.10 17,010.16 11.40 10.20 452,069 5,378.75 5,154.30
May, 2012 11.50 9.70 512,581 17,432.33 15,809.71 11.30 9.60 668,443 5,279.60 4,788.95
J une, 2012 10.09 9.30 290,434 17,448.48 15,748.98 10.05 9.10 417,558 5,286.25 4,770.35
J uly, 2012 10.40 9.11 319,642 17,631.19 16,598.48 10.45 9.00 300,819 5,348.55 5,032.40
August, 2012 9.85 8.25 269,485 17,972.54 17,026.97 9.90 8.50 321,785 5,448.60 5,164.65
September, 2012 9.60 8.50 418,126 18,869.94 17,250.80 9.60 8.40 423,228 5,735.15 5,215.70
October, 2012 9.65 8.61 618,685 19,137.29 18,393.42 10.00 8.65 618,652 5,815.35 4,888.20
November, 2012 10.30 8.71 753,762 19,372.70 18,255.69 10.40 8.75 985,348 5,885.25 5,548.35
December, 2012 10.00 8.95 516,567 19,612.18 19,149.03 10.00 8.90 541,278 5,965.15 5,823.15
J anuary, 2013 9.59 8.62 428,373 20,203.66 19,508.93 9.60 8.70 896,381 6,111.80 5,935.20
February, 2013 9.80 8.00 338,201 19,966.69 18,793.97 9.85 8.00 497,994 6,052.95 5,671.90
March, 2013 8.50 6.90 403,447 19,754.66 18,568.43 8.50 6.75 402,769 5,971.20 5,604.85
Source: Reuters
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8
6
4
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-
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-
1
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25000
20,000
15000
10000
5000
0
T
R
I
D
E
N
T
S
E
N
S
E
X
Sensitivity at BSE
12
10
8
6
4
2
0
TRIDENT NIFTY
A
p
r
-
1
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-
1
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M
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-
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7000
6000
5000
4000
3000
2000
1000
0
T
R
I
D
E
N
T
S
E
N
S
E
X
Sensitivity at NSE
a) The Chairman of the Company is entitled to seek any
advice and consultancy in relation to the performance
of his duties and is also entitled to claim reimbursement
of the expenses incurred in this regard and other offce
facilities.
b) Company has set up Compensation Committee
comprising of three Independent directors. Details of the
Committee are given in this report under the head Board
Level Committees
c) Presently, half yearly fnancial performance is not being
sent to each household of shareholders. However,
Company on quarterly basis sends fnancial results to all
shareholders who have registered their e-mail ids with
depositories/ RTA/ Company.
d) No qualifcation has been observed in the Financial
Statements for the year ended March 31, 2013
e) The performance evaluation of all Directors (executive
and non-executive) is done by the Screening Committee,
which comprises of two Independent directors and
one independent person having expertise in Human
Resources.
f) The Company has adopted Whistle Blower Policy. No
personnel is denied access to the Audit Committee.
GENERAL SHAREHOLDERS INFORMATION
The following information would be useful to our shareholders:
a) Annual General Meeting
Date September 21, 2013
Day Saturday
Time 10:30 AM
Venue Trident Group, Sanghera, Punjab
b) Financial calendar
Next fnancial year April 1, 2013 to December 31, 2013
c) The nanciaI resuIts wiII be adopted as per the
following tentative schedule
For the quarter ended J une 30, 2013 August 2013
(1st week)
For the quarter and period ended
September 30, 2013
November 2013
(1st week)
For the quarter and year ended December
31, 2013
February 2014
(2nd week)
d) Date of book closure for the purpose of Annual
General Meeting
The Share Transfer Book and Members Register shall
remain closed from Saturday, September 14, 2013 to
Saturday, September 21, 2013 (both days inclusive) for
the purpose of Annual General Meeting.
e) Listing on stock exchanges
As on March 31, 2013, the equity shares of the Company
are listed on the following exchanges:
1 BSE Limited
Phiroze J eejeebhoy Towers, 25th Floor, Dalal Street,
Mumbai 400 001
2 National Stock Exchange of India Limited
Exchange Plaza, Plot No. C/1 G Block, Bandra Kurla
Complex, Bandra (E), Mumbai 400 051
f) Listing fees
Listing fees for the year 2013-14 has been paid to the stock
exchanges where the equity shares of the Company are
listed in the month of April, 2013 i.e. within the stipulated
time.
g) Payment of Depository Fees
Annual Custody/ Issuer fee for the year 2013-14 has been
paid by the Company to NSDL and CDSL.
h) Stock code
The Companys code at the stock exchanges and news agencies are:
Sl Name of stock exchanges Stock code Reuters code Bloomberg
1 BSE Limited 521064 TRIE.BO TRID:IN
2 National Stock Exchange of India Limited TRIDENT TRIE.NS TRID:IN
rd
for one equity share of the Company subject to
fulfllment of vesting criteria. Since these are the
options given to participants, the exact impact on the
paid up capital of the Company depends on exercise
of rights of participants to convert these options into
equity shares of the Company. As on March 31, 2013
a total of 5,218,375 options were outstanding and in
force. There has been no exercise of options during
the fnancial year 2012-13.
2. The Company had also introduced Trident Employee
Stock Options Scheme, 2009 after the approval of
shareholders in their meeting held on August 27, 2009.
This scheme has not been implemented. There has
not been any grant under Trident Employee Stock
Options Scheme, 2009 till now.
t) Trident Limited Unclaimed Securities Suspense
Account
The unclaimed shares as lying to the credit of Trident
Limited - Unclaimed Securities Suspense Accountat the
end of the year are as follows:
Particulars No. of
Shareholders
No. of Shares
Balance at the beginning of the
year [A]
23,003 9,848,671
Addition made during the year
[B]
3 6,357
Total [C] = [A] + [B] 23,006 9,855,028
Shareholders who approached
Company for transfer of shares
from suspense account during
the year*
132 60,474
Shareholders to whom
shares were transferred from
suspense account during the
year [D]*
129 59,309
Shareholders in process as on
March 31, 2013
3 1,165
Balance at the end of the
year [E] = [C] [D]
22,885 9,795,719
* ncludes 8 shareholders who fled only partial claims.
The shareholders who have not received the shares in
exchange of their holding in Abhishek Spinfab Corporation
Limited, Varinder Agro Chemicals Limited or Trident
Infotech Limited under the scheme of amalgamation
of these companies with the company may approach
the Company or M/s Alankit Assignments Limited, the
Registrar and Transfer Agents of the Company, with their
correct particulars and proof of their identity for crediting
of the Shares from the Unclaimed Securities Suspense
Account to their individual demat Account. The voting
rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
`7.05/- i.e. at 17.05/- on April 27, 2011 pursuant to the
approval of the shareholders by postal ballot on March
25, 2011. The allottees of warrants had an option to get
these warrants converted into equivalent number of equity
shares of the Company within 18 months from the date of
allotment.
During the year ended March 31, 2012, the Company has
converted 30,000,000 warrants out of total of 35,000,000
warrants into the equity Shares pursuant to the exercise
of option by the warrant holders. Further, during the
year ended March 31, 2013, Trident Capital Limited
has exercised the conversion option in respect of the
remaining 5,000,000 warrants and accordingly the same
were converted into equivalent no. of equity shares of the
Company.
The Company has no other convertible Instruments
outstanding as on March 31, 2013.
q) Correspondence received/resolved
Nature Number of letters
(April 2012 Mar 2013)
Received Attended Pending
Transfer of shares 11 11 -
Dividend/Revalidation 444 444 -
Annual Report 69 69 -
Loss of shares 57 57 -
SEBI/Stock exchange 10 10 -
Change of address/
status/mandate
345 345 -
Conversion 295 295 -
Misc. like demat/
nomination/POA/
transmission etc.
163 163 -
Total 1394 1394 -
r) Share transfer/demat requests in process
As on March 31, 2013, there were no requests for
dematerialisation or transfer in process.
s) Stock options
1. The Company has granted options to its employees
under Trident Employee Stock Options Plan, 2007.
The Company has made two grants under the scheme
till date. The frst grant was made on July 9, 2007
and second grant was made on J uly 23, 2009 by
the Compensation Committee as per the terms and
conditions of Employee Stock Options Plan, 2007.
As per the terms of the plan, the Company can allot a
maximum of 9,709,733 options to eligible employees
from time to time. One option entitles the participant
j) Registrar and Share Transfer Agent
M/s Alankit Assignments Limited, New Delhi has been
appointed as the Registrar and Share Transfer Agent of
the Company for handling the share transfer work both in
physical and electronic form. All correspondence relating
to share transfer, transmission, dematerialisation and
rematerialisation can be made at the following address:
M/s Alankit Assignments Limited
(Unit: Trident Limited)
2E/21 J handewalan Extension, New Delhi 110 055
Tel : +91-11-23541234, 42541234,
Fax : +91-11-23552001
e-mail : [email protected]
k) Share Transfer System
All share transfers physical as well as electronic are
handled by M/s Alankit Assignments Limited, Registrar
and Share Transfer Agent of the Company at 2E/21
J handewalan Extension, New Delhi 110 055.
l) Distribution of shareholding
As on March 31, 2013 the distribution of shareholding was
as follows:
Shareholding of
nominal value
in `
Shareholders Shareholding
Number Percent Shares Percent
up to 5,000 50,720 79.47 9,688,956 3.12
5,001 to 10,000 6,763 10.60 5,562,520 1.79
10,001 to 20,000 3,123 4.89 4,845,760 1.56
20,001 to 30,000 1,004 1.57 2,621,737 0.84
30,001 to 40,000 459 0.72 1,666,634 0.54
40,001 to 50,000 531 0.83 2,549,250 0.82
50,001 to 100,000 643 1.01 4,884,319 1.57
100,001 and above 580 0.91 279,017,936 89.76
Total 63,823 100.00 310,837,112 100.00
m) Category wise shareholding as on March 31, 2013
Category No. of shares
held
Percent of
shareholding
Promoters
Indian promoters 170,484,000 54.85
Institutional investors
- Mutual Funds/UTI 258,572 0.08
- Banks, Financial Institutions 7,715,596 2.48
Others
- Corporate Bodies/Trust 83,450,161 26.85
- Indian public 44,953,747 14.46
- NRIs/OCBs 3,975,036 1.28
Grand Total 310,837,112 100.00
Promoters Financial Institutions &Banks Mutual Funds/UTI
Corporate Bodies/Trust Indian public NRIs/OCBs
54.85
26.85
14.16
1.28
2.48
0.08
n) DetaiIs of shares heId more than ve percent as on
March 31, 2013
Name of shareholder No. of shares
held
Percent of
shareholding
Madhuraj Foundation 120,484,000 38.76
Trident Group Limited 30,000,000 9.65
Trident Capital Limited 20,000,000 6.43
Prudent Traders Private Limited 18,860,000 6.07
o) Dematerialisation of shares
The equity shares of the Company are compulsory traded
and settled only in the dematerialised form under ISIN No.
INE 064C01014.
The details of the equity shares of the Company
dematerialised as on March 31, 2013 is given hereunder:
Particulars As on March 31, 2013 As on March 31, 2012
No of shares percent No of shares percent
No. of shares
dematerialised
280,400,376 90.21 265,165,829 86.70
- NSDL 69,379,745 22.32 47,194,912 15.43
- CDSL 211,020,631 67.89 217,970,917 71.27
No. of shares
in physical
form
30,436,736 9.79 40,671,283 13.30
Total 310,837,112 100.00 305,837,112 100.00
p) Conversion of Warrants
The Company had issued 20,000,000 warrants to M/s
Trident Capital Limited, a promoter group entity and
15,000,000 warrants to M/s Glaze Ventures Private
Limited, a non promoter group entity at a premium of
rd
Compliance Certifcate
To the Members of Trident Limited
1. We have examined the compliance of conditions of
Corporate Governance by Trident Limited (the Company)
for the year ended March 31, 2013, as stipulated in clause
49 of the Listing Agreement of the Company with stock
exchanges.
2. The Compliance of conditions of Corporate governance is
the responsibility of the Management. Our examination was
limited to a review of the procedures and implementation
thereof, adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the
fnancial statements of the Company.
3. In our opinion and to the best of our information
and according to the explanations given to us and
the representations made by the Directors and the
Management, we certify that the Company has complied
with the conditions of Corporate governance as stipulated
in the above mentioned Listing Agreement.
4. We further state that such compliance is neither an
assurance as to the future viability of the Company nor
the effciency or effectiveness with which the management
has conducted the affairs of the Company.
For Deloitte Haskins & Sells
Chartered Accountants
Registration No. 015125N
Vijay Agarwal
Place: Ludhiana Partner
Date : May 15, 2013 (Membership No. 094468)
Wholetime Director & Chief Financial Offcer Certifcation
We have reviewed fnancial statements and the cash fow
statement for the year April 1, 2012 to March 31, 2013 and to
the best of our knowledge and belief:
i) These statements do not contain any materially untrue
statement or omit any material fact or contain statements
that might be misleading;
ii) These statements together present a true & fair view of
the Companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations;
iii) No transactions have been entered into by the Company
during the abovesaid period which are fraudulent, illegal or
violative of the Companys Code of Conduct.
Further, we accept that it is our responsibility to establish and
maintain internal controls for fnancial reporting. Accordingly,
we have evaluated the effectiveness of internal control
systems of the Company pertaining to fnancial statements
and have disclosed to the auditors and Audit Committee,
wherever applicable:
a) defciencies in the design or operation of internal controls,
if any, which came to our notice and steps that have been
taken/proposed to be taken to rectify these defciencies;
b) Signifcant changes in internal control over fnancial
reporting during the year;
c) Signifcant changes in accounting policies during the year
and that the same have been disclosed in the notes to the
fnancial statements;
d) nstances of signifcant fraud of which we became aware
and the involvement therein, if any, of the management or
an employee having a signifcant role in the Company's
internal control system over fnancial reporting.
Place: Ludhiana Arun Goyal Deepak Nanda
Date : May 15, 2013 Chief Financial Wholetime
Offcer Director
Compliance with Code of Conduct
The Company has adopted Combined Code of Corporate Governance & Conduct. This code deals with the Governance
Practices which the Company is expected to follow and Code of Conduct for Board members and Senior Management of the
Company.
t is hereby affrmed that during the year 2012-13, all the Directors and Senior Managerial personnel have complied with the
Code of Conduct and have given a confrmation in this regard.
Place: Ludhiana Pawan J ain Deepak Nanda
Date : May 15, 2013 Company Secretary Wholetime Director
u) Unclaimed Dividend
Shareholders who have not yet encashed their dividend
warrants for the year 2005-6 and 2010-11 may approach
the Company for re-validation and issue of duplicate
warrants. Dividend which remains unpaid/unclaimed
over a period of seven years shall be transferred to the
Investor Education and Protection Fund as per the law.
In compliance of Investor Education and Protection
Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012,
the information regarding unclaimed and unpaid amounts
as on date of last annual general meeting has been
uploaded on the offcial website of the company as well as
website of Ministry of Corporate Affairs. The information
relating to unpaid and unpaid dividend as on the date of
forthcoming annual general meeting shall be uploaded
within the prescribed time.
v) Nomination
Shareholders holding shares in physical form and desirous
of making nomination in respect of their shareholding in
the Company are requested to submit their request to the
Company in Form 2B. Shareholders holding shares in
demat form may contact their Depository Participant for
the purpose.
w) Plant locations
The Companys manufacturing facilities are located at the following locations:
Yarn division Terry towel division Paper and chemicals division
Trident Group, Raikot Road,
Sanghera,
Barnala - 148101
Punjab
Trident Complex, Hoshangabad
Road, Budni,
Sehore - 466 445
Madhya Pradesh
Trident Complex,
Mansa Road, Dhaula,
Barnala - 148 107
Punjab
Trident Complex,
Mansa Road, Dhaula,
Barnala - 148 107
Punjab
x) Address of subsidiary
Trident Global Corp Limited
Trident Group
Raikot Road
Sanghera 148 101
India
y) Address for correspondence
Trident Limited
Trident Group
Raikot Road
Sanghera 148 101
India,
Phone no. 91-161-5039999,
Fax no. 91-161-5039900,
e-mail ID: [email protected];
website: www.tridentindia.com
rd
Independent Auditors Report
to the Members of Trident Limited
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying fnancial statements of
TRIDENT LIMITED (the Company), which comprise the
Balance Sheet as at 31st March, 2013, the Statement of
Proft and Loss and the Cash Flow Statement for the year
then ended, and a summary of the signifcant accounting
policies and other explanatory information.
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
The Companys Management is responsible for the preparation
of these fnancial statements that give a true and fair view of
the fnancial position, fnancial performance and cash fows of
the Company in accordance with the Accounting Standards
referred to in Section 211(3C) of the Companies Act, 1956
(the Act) and in accordance with the accounting principles
generally accepted in India. This responsibility includes the
design, implementation and maintenance of internal control
relevant to the preparation and presentation of the fnancial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these fnancial
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 fnancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
fnancial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of
material misstatement of the fnancial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Companys
preparation and fair presentation of the fnancial statements
in order to design audit procedures that are appropriate in
(REFERRED TO IN PARAGRAPH 1 UNDER REPORT ON
OTHER LEGAL AND REGULATORY REQUIREMENTS
SECTION OF OUR REPORT OF EVEN DATE)
Having regard to the nature of the Companys business/
activities/results during the year, clauses 4 (xiii) and (xiv) of
paragraph 4 of the Order are not applicable to the Company.
(i) n respect of its fxed assets:
(a) The Company has maintained proper records showing
full particulars, including quantitative details and
situation of fxed assets.
(b) The Company has a program of verifcation of fxed
assets to cover all the items in a phased manner
over a period of three years which, in our opinion, is
reasonable having regard to the size of the Company
and the nature of its assets. Pursuant to the program,
certain fxed assets were physically verifed by the
Management during the year. According to the
information and explanations given to us, no material
discrepancies were noticed on such verifcation.
(c) The fxed assets disposed-off during the year, in our
opinion, do not constitute a substantial part of the fxed
assets of the Company and such disposal has, in our
opinion, not affected the going concern status of the
Company.
the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Companys internal
control. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of the
accounting estimates made by the Management, as well as
evaluating the overall presentation of the fnancial statements.
We believe that the audit evidence we have obtained is
suffcient 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 aforesaid fnancial
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 ndia:
(a) in the case of the Balance Sheet, of the state of affairs of
the Company as at 31st March, 2013;
(b) in the case of the Statement of Proft and Loss, of the proft
of the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fows
of the Company for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by the Companies (Auditors Report) Order,
2003 (the Order) issued by the Central Government in
terms of Section 227(4A) of the Act, we give in the Annexure
a statement on the matters specifed in paragraphs 4 and
5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
(c) The Balance Sheet, the Statement of Proft and Loss,
and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.
(d) In our opinion, the Balance Sheet, the Statement of
Proft and Loss, and the Cash Flow Statement comply
with the Accounting Standards referred to in Section
211(3C) of the Act.
(e) On the basis of the written representations received
from the directors as on 31st March, 2013 taken on
record by the Board of Directors, none of the directors
is disqualifed as on 31st March, 2013 from being
appointed as a director in terms of Section 274(1)(g) of
the Act.

For DELOITTE HASKINS & SELLS
(Firm Registration No. 015125N)
VIJAY AGARWAL
Place : Gurgaon (Partner)
Annexure to the
Independent Auditors Report
(ii) n respect of its inventories:
(a) As explained to us, the inventories were physically
verifed during the year by the Management at
reasonable intervals. However, in respect of certain
items, the inventories were verifed by the management
on a visual estimation which has been relied upon by
us.
(b) In our opinion and according to the information and
explanations given to us, the procedures of physical
verifcation of inventories followed by the Management
were reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and
explanations given to us, the Company has maintained
proper records of its inventories. The discrepancies
noticed on physical verifcation of inventories as
compared to book records were not material and have
been properly dealt with in the books of account.
(iii) In respect of loans, secured or unsecured, granted by the
Company to companies, frms or other parties covered
in the Register maintained under Section 301 of the
Companies Act, 1956, according to the information and
explanations given to us:
rd
(a) The detail of unsecured loan/ advance given to a
party is as under:
(` Millions)
Particulars No. of
Parties
Amount
involved
Balance at the beginning of the year 1 64.4
Amount recovered during the year 1 41.2
Balance at the end of the year 1 23.2*
Maximum balance outstanding
during the year
1 64.4
* subsequently recovered
(b) The rate of interest and other terms and conditions
of such loans are, in our opinion, prima facie not
prejudicial to the interest of the Company.
(c) The loan as referred to in paragraph (iii) (a) above is
repayable on demand and the party has repaid the
amount as called by the Company.
(d) There are no overdue amounts in respect of the loan
granted as referred to in paragraph 4(iii) (a) to (c)
above.
(e) The Company has, during the year, not taken any
loans, secured or unsecured, from companies, frms
and other parties covered in the register maintained
under Section 301 of the Companies Act, 1956.
Accordingly, paragraph 4(iii) (f) and (g) of the Order
are not applicable.
(iv) In our opinion and according to the information and
explanations given to us, having regard to the explanations
that some of the items purchased are of special nature
and suitable alternative sources are not readily available
for obtaining comparable quotations, there is an
adequate internal control system commensurate with
the size of the Company and the nature of its business
with regard to purchases of inventory and fxed assets
and the sale of goods and services. During the course of
our audit, we have not observed any major weakness in
such internal control system.
(v) In respect of contracts or arrangements entered in the
Register maintained in pursuance of Section 301 of the
Companies Act, 1956, to the best of our knowledge and
belief and according to the information and explanations
given to us:
(a) The particulars of contracts or arrangements referred
to Section 301 that needed to be entered in the
Register maintained under the said Section have
been so entered.
(b) Where each of such transaction is in excess of `5
lakhs in respect of any party, the transactions have
been made at prices which are prima facie reasonable
having regard to the prevailing market prices at the
relevant time, other than certain purchases which are
of special nature for which comparable quotations
are not available and in respect of which we are,
therefore, unable to comment.
(vi) The Company has not accepted any deposits from the
public during the year.
(vii) In our opinion, the internal audit functions carried out
during the year by a frm of Chartered Accountants
appointed by the Management have been commensurate
with the size of the Company and the nature of its
business.
(viii) We have broadly reviewed the cost records maintained
by the Company pursuant to the Companies (Cost
Accounting Records) Rules, 2011 prescribed by the
Central Government under Section 209(1)(d) of the
Companies Act, 1956 and are of the opinion that, prima
facie, the prescribed cost records have been maintained.
We have, however, not made a detailed examination of
the cost records with a view to determine whether they
are accurate or complete.
(ix) According to the information and explanations given to
us, in respect of statutory dues:
(a) The Company has been regular in depositing
undisputed statutory dues, including Provident Fund,
nvestor Education and Protection Fund, Employees'
State Insurance, Income-tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Cess and
other material statutory dues applicable to it with the
appropriate authorities.
(b) There were no undisputed amounts payable in
respect of Provident Fund, nvestor Education and
Protection Fund, Employees' State nsurance,
Income-tax, Sales Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty, Cess and other material
statutory dues in arrears as at March 31, 2013 for a
period of more than six months from the date they
became payable.
(c) There are no dues of Wealth Tax and Cess which
have not been deposited as at March 31, 2013 on
account of disputes. Details of dues of Income-tax,
Service tax, Sales tax, Customs duty and Excise duty
which have not been deposited as on March 31, 2013
on account of disputes are given below:
Name of Statute Nature of Dues Forum where dispute is pending Amount involved
(` million)
Period to which the
amount relates
Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate
Tribunal
122.0 2008-09, 2009-10 and
2010-11
Customs Act Customs Duty Revisionary Authority, Department of Rev-
enue
0.5 2008-09, 2009-10,
Service Tax Service Tax Customs, Excise and Service Tax Appellate
Tribunal
3.2 2008-09, 2009-10
Service Tax Service Tax Commissioner (Appeal) 2.5 2006-07, 2007-08,
2008-09
Income-tax Act Income Tax Asst. Commissioner of Income-tax 9.4 (A.Y.) 2004-05
Income-tax Act Income Tax Income Tax Appellate Tribunal 0.3 (A.Y.) 2006-07
Income-tax Act Income Tax Supreme Court 10.0 (A.Y.) 2004-05
The following matters have been decided in favour of the Company, although the department has preferred appeals at
higher levels:
Name of Statute Nature of Dues Forum where Department has preferred
appeals
Amount
(` million)
Period to which the
amount relates
Central Excise Law Excise Duty Customs, Excise and Service Tax Appellate
Tribunal
40.0 2005-06, 2006-07
Central Excise Law Excise Duty High Court 4.1 2010-11
Central Excise Law Excise Duty Commissioner (Appeals) 0.3 2012-13
Service Tax Act Service Tax Customs, Excise and Service Tax Appellate
Tribunal
2.0 2004-05, 2005-06
Service Tax Act Service Tax Commissioner (Appeals) 1.5 2011-12
Income Tax Act Income Tax Income Tax Appellate Tribunal 73.2 (A.Y.) 2004-05, 2005-06,
2006-07 and 2008-09
Income Tax Act Income Tax High Court 5.5 (A.Y.) 1989-90, 1997-98
and 1999-00
(x) The Company does not have accumulated losses as
at March 31, 2013 and has not incurred cash losses
during the fnancial year ended on that date or in the
immediately preceding fnancial year.
(xi) In our opinion and according to the information and
explanations given to us, the Company has not
defaulted in the repayment of dues to banks and
fnancial institutions.
(xii) In our opinion and according to the information and
explanations given to us, the Company has not granted
any loans and advances during the year on the basis
of security by way of pledge of shares, debentures and
other securities.
(xiii) In our opinion and according to the information and
explanations given to us, the terms and conditions of
the guarantees given by the Company for loans taken
by others from banks and fnancial institutions are not,
prima-facie, prejudicial to the interests of the Company
as guarantees have been given for the companies
which would support backward/forward integration of
the Companys operations.
(xiv) In our opinion and according to the information and
explanations given to us, the term loans have been
applied by the Company during the year for the purposes
for which they were obtained.
(xv) In our opinion and according to the information and
explanations given to us, and on an overall examination
of the Balance Sheet of the Company, we report that
funds raised on short-term basis aggregating `903
million have been used for fnancing fxed assets.
(xvi) The Company has not made any preferential allotment of
shares to parties or companies covered in the Register
maintained under Section 301 of the Companies Act,
1956, during the year.
(xvii) The Company has not issued any debentures during the
year.
(xviii) The Company has not raised any money by way of
public issues during the year.
(xix) To the best of our knowledge and according to the
information and explanations given to us, no fraud by
the Company and no material fraud on the Company
has been noticed or reported during the year.
VIJAY AGARWAL
rd
Balance Sheet
as at March 31, 2013
(` million)
Particulars Note
No.
As at
March 31, 2013
As at
March 31, 2012
I EQUITY AND LIABILITIES
1 Shareholders funds
a) Share capital 3 3,108.4 3,058.4
b) Reserves and surplus 4 3,954.3 3,425.8
c) Money received against share warrants 40 - 21.3
2 Non-current liabilities
a) Long term borrowings 5 9,491.8 12,725.7
b) Deferred tax liabilities (net) 32 1,070.1 759.8
c) Long term provisions 6 42.9 30.1
3 Current liabilities
a) Short term borrowings 7 9,673.6 7,356.5
b) Trade payables 8 1,658.5 1,821.7
c) Other current liabilities 9 3,841.5 3,447.6
d) Short term provisions 10 27.8 19.1
Total 32,868.9 32,666.0
II ASSETS
1 Non-current assets
a) Fixed assets
i) Tangible assets 11 19,622.2 21,400.3
ii) Intangible assets 11 60.0 79.2
iii) Capital work in progress 280.5 63.8
b) Non-current investments 12 619.7 556.5
c) Long term loans and advances 13 1,224.6 1,151.9
2 Current assets
a) Current investments 14 25.0 -
b) Inventories 15 6,909.9 5,204.0
c) Trade receivables 16 2,323.0 1,919.0
d) Cash and bank balances 17 331.1 230.3
e) Short-term loans and advances 18 1,436.6 2,049.2
f) Other current assets 19 36.3 11.8
Total 32,868.9 32,666.0
Accompanying notes forming part of the nanciaI statements 1 to 45
In terms of our report attached
For and on behalf of the Board of Directors
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Chief Financial Offcer
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
Statement of Proft and Loss
for the year ended March 31, 2013
(` million)
Particulars Note
No.
For the year ended
March 31, 2013
For the year ended
March 31, 2012
1 REVENUE FROM OPERATIONS
Gross sale of products and services 20 33,726.5 27,616.7
Less: Excise duty (373.9) (293.9)
33,352.6 27,322.8
2 Other income 21 224.4 201.6
3 Total Revenue (1+2) 33,577.0 27,524.4
4 EXPENSES
Cost of material consumed 22 18,198.2 16,254.3
Purchase of stock in trade 23 226.1 191.4
Changes in inventories of fnished goods
and work-in-progress 24 (8.7) (189.8)
Employee benefts expense 25 2,378.6 2,014.9
Finance costs 26 2,352.8 1,717.8
Depreciation and amortization expense 11 2,614.4 2,075.3
Other expense 27 7,004.7 6,051.2
5 Total Expenses 32,766.1 28,115.1
6 Prot/(Ioss) before tax (3-5) 810.9 (590.7)
7 Tax Expenses
- Current tax 151.0 -
- Deferred tax charge/(credit) 277.5 (191.2)
- MAT credit entitlement (151.0) -
- Deferred tax charge for earlier years 32.8 37.9
- Current tax for earlier years 7.3 317.6 - (153.3)
8 Prot/(Loss) for the year (6-7) 493.3 (437.4)
9 Earnings/(Ioss) per equity share (face
value `10 each)
34
- Basic 1.60 (1.59)
- Diluted 1.60 (1.59)
rd
(` million)
Particulars Current year Previous year
A. CASH FLOW FROM OPERATING ACTIVITIES
Net prot/(Ioss) before tax 810.9 (590.7)
Adjustments for:
Depreciation and amortization expenses 2,614.4 2,075.3
Finance costs 2,352.8 1,717.8
Interest income (43.3) (34.2)
Proft on sale of non-current investments (non trade) - (2.3)
Loss on sale of current investments (non trade) - 0.5
Provision for doubtful trade receivables 2.9 -
Provision for doubtful trade receivables no longer required
written back
(22.7) -
Bad debts recovered (22.5) -
Proft on sale of fxed assets (net) (15.9) 4,865.7 (27.1) 3,730.0
Operating prot before working capitaI changes 5,676.6 3,139.3
Changes in working capital:
Adjustments for (increase)/decrease in operating assets:
Inventories (1,705.9) 1,585.3
Trade receivables (384.2) 77.6
Short-term loans and advances 635.1 (591.1)
Long term loans and advances (115.9) (55.1)
Other current assets (17.3) 75.4
Adjustments for increase/(decrease) in operating liabilities:
Trade payables (163.2) (73.0)
Other current liabilities (31.2) 50.6
Short term provisions 8.7 (7.0)
Long term provisions 12.8 (1,761.1) (2.5) 1,060.2
Cash generated from operations 3,915.5 4,199.5
Income tax paid (net) (112.6) (38.9)
Net cash from operating activities (A) 3,802.9 4,160.6
B. CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on fxed assets, including capital advances (883.5) (6,181.5)
Proceeds from sale of fxed assets 86.1 86.3
Purchase of current investments (25.0) -
Proceeds from sale of current investments - 5.3
Purchase of long-term investments (63.2) (104.8)
Proceeds from sale of long-term investments - 7.1
Share application money received back - 30.0
Interest received 36.1 31.6
Dividend received - 17.4
Bank Balances not considered as cash and cash equivalents
- Placed (172.6) (50.7)
- Matured 21.9 6.2
Net cash from / (used) in investing activities (B) (1,000.2) (6,153.1)
Cash Flow Statement
(` million)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares 63.9 511.9
Proceeds from issue of share warrants - 21.3
Proceeds from long term borrowings 548.2 6,737.9
Repayment of long term borrowings (3,420.1) (2,530.3)
Net increase/(decrease) in working capital borrowings 2,317.1 (552.7)
Finance costs (2,362.1) (1,704.5)
Dividend paid - (322.9)
Tax on dividend - (53.7)
Net cash from / (used) in nancing activities (C) (2,853.0) 2,107.0
Net increase / (decrease) in cash and cash equivalents (50.3) 114.5
Cash and cash equivalents as at April 1, 2012 140.9 22.6
Cash and cash equivalents from merger - 3.8
Cash and cash equivaIents as at March 31, 2013 90.6 140.9
Reconciliation of Cash and balances with the balance
sheet:
Cash and bank balances as per balance sheet 331.1 230.3
Less: Bank balances not considered as cash and cash
equivalents
In other deposits accounts 94.1 21.2
(original maturity more than 3 months)
Unpaid dividend accounts 12.9 12.5
Held as margin money or security against borrowings and
other commitments
133.5 55.7
Cash and cash equivaIents at the end of the year * 90.6 140.9
* Comprises:
Cash on hand 8.7 5.2
Balances with banks :
- In current accounts 62.9 135.4
- n EEFC accounts - 0.3
- In other deposits accounts 19.0 -
(original maturity of 3 months or less)
90.6 140.9
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
rd
Notes
forming part of the fnancial statements
NOTE 1 - CORPORATE INFORMATION
Trident Limited (the Company) is a public company domiciled in
India and incorporated under the provisions of the Companies
Act, 1956 on April 18, 1990. The shares of the Company are
listed on two stock exchanges in India i.e. National Stock
Exchange (NSE) and Bombay Stock Exchange (BSE). The
Company is engaged in manufacturing, trading and sale of
yarn, terry towels, paper, chemicals and sale of services.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A Accounting convention
The fnancial statements of the Company have been
prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with
the Accounting Standards notifed under the Companies
(Accounting Standards) Rules, 2006 (as amended) and
the relevant provisions of the Companies Act, 1956. The
fnancial statements have been prepared on accrual basis
under the historical cost convention.
B Use of estimates
The preparation of the fnancial statements in conformity
with Indian GAAP requires the Management to make
estimates and assumptions considered in the reported
amounts of assets and liabilities (including contingent
liabilities) and the reported income and expenses during
the year. The Management believes that the estimates
used in preparation of the fnancial statements are prudent
and reasonable. Future results could differ due to these
estimates and the differences between the actual results
and the estimates are recognised in the periods in which
the results are known / materialise.
C Revenue recognition
Revenue is recognized at the time of transfer of all
signifcant risk and reward of ownership to the buyer and
company do not retain effective control of goods transferred
to a degree usually associated with ownership i.e., at the
point of dispatch of fnished goods to the customers.
Revenue from sale of IT enabled annual maintenance
contracts services is recognized on time proportion basis.
The revenue in respect of duty entitlement duty drawback
and similar other export benefts are recognized on post
export basis at the rate at which the entitlements accrues
and is included in the revenue from operations.
Insurance claims are recognised when there exists no
signifcant uncertainty with regard to the amounts to be
realized and the ultimate collection thereof.
D Borrowing costs
Borrowing costs include interest, amortisation of ancillary
costs incurred and exchange differences arising from
foreign currency borrowings to the extent they are regarded
as an adjustment to the interest cost. Borrowing costs,
allocated to and utilised for qualifying assets, pertaining
to the period from commencement of activities relating to
construction / development of the qualifying asset upto the
date of capitalisation of such asset is added to the cost of
the assets. Qualifying asset is one that necessarily takes
substantial period of time to get ready for its intended use.
E Government grants / subsidies
Government grants and subsidies are recognised when
there is reasonable assurance that the Company will
comply with the conditions attached to them and the
grants / subsidy will be received. Government grants
whose primary condition is that the Company should
purchase, construct or otherwise acquire capital assets
are presented by deducting them from the carrying value
of the assets. The grant is recognised as income over the
life of a depreciable asset by way of a reduced depreciation
charge. Government grants with respect to TUF subsidy is
deducted from related fnance costs and with respect to
refundable sales tax is accounted for on accrual basis as
other income.
F Accounting for taxes on income
Provision for taxation for the year is ascertained on the
basis of assessable profts computed in accordance with
the provisions of the Income-tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the
tax laws, which gives future economic benefts in the form
of adjustment to future income tax liability, is considered
as an asset if there is convincing evidence that the
Company will pay normal income tax. Accordingly, MAT
is recognised as an asset in the Balance Sheet when it is
probable that future economic beneft associated with it
will fow to the Company.
Deferred tax is recognized, subject to the consideration
of prudence, on timing differences, being the difference
between taxable income and accounting income that
originates in one period and are capable of reversal in one
or more subsequent periods. In respect of carry forward of
losses and unabsorbed depreciation, deferred tax assets
are recognized based on virtual certainty that suffcient
future taxable income will be available against which
such deferred tax asset can be realized. Deferred tax is
measured using the tax rates and the tax laws enacted or
substantively enacted as at the reporting date.
G EmpIoyee benets
The Company has various schemes of employees benefts
such as provident fund, employees state insurance
corporation (ESIC), gratuity and compensated absences,
which is dealt with as under:
Provident fund and employees state insurance corporation
(ESC) are the defned contribution schemes offered by
the Company. The contribution to these schemes are
charged to statement of proft and loss of the year in which
contribution to such schemes become due.
The gratuity liability in respect of employees of the
Company is covered through trusts group gratuity
schemes managed by Life Insurance Corporation of India,
SBI Life Insurance Company Limited, ICICI Prudential Life
Insurance and Metlife India Insurance Company Limited.
The cost of providing benefts is determined using the
projected unit credit method, with actuarial valuations
being carried out at each balance sheet date. Actuarial
gains and losses are recognised in the statement of proft
and loss in the period in which they occur.
Short-term empIoyee benets
The undiscounted amount of short-term employee benefts
expected to be paid in exchange for the services rendered
by employees are recognised on an undiscounted accrual
basis during the year when the employees render the
service. These benefts include performance incentive
and compensated absences which are expected to occur
within twelve months after the end of the period in which
the employee renders the related service.
Long-term empIoyee benets
Compensated absences which are not expected to occur
the employee renders the related service are recognised
as a liability at the present value of the defned beneft
obligation as at the Balance Sheet date. The cost of
providing benefts is determined using the projected unit
credit method, with actuarial valuations being carried out
at each balance sheet date. Actuarial gains and losses are
recognised in the statement of proft and loss in the period
in which they occur.
H Fixed assets
Fixed assets are stated at cost (net of CENVAT) less
accumulated depreciation. Cost of acquisition is inclusive
of freight, duties, taxes and other incidental expenses
and interest on loan taken for the acquisition of qualifying
assets up to the date of commissioning of assets.
The Company has adopted the provisions of para 46 / 46A
of AS 11 The Effects of Changes in Foreign Exchange
Rates, accordingly, the exchange differences arising after
April 1, 2007 on reinstatement/settlement of long term
foreign currency borrowings relating to acquisition of
depreciable fxed assets are adjusted to the cost of the
respective assets and depreciated over the remaining
useful life of such assets.
I Depreciation/amortization
i) Depreciation on fxed assets [other than those referred
to in (ii) to (iv) below] is provided on straight line method
in accordance with Schedule XV to the Companies
Act, 1956.
ii) Assets costing `5,000 or less are fully depreciated in
the year of purchase.
iii) The intangible asset (software) is amortised over a
period of software license or 5 year, whichever is less.
iv) The leasehold land is amortized over the lease period.
J Investments
Long-term investments are carried at cost less provision, if
any, for diminution in value which is other than temporary.
Current investments are carried at lower of cost and fair
value.
K Inventories
Raw materials, stores and spares, fnished goods and
work in process are valued at cost or net realizable value,
whichever is lower. The basis of determining cost for
various categories of inventories are as follows:
- Raw materials: weighted average cost
rd
- Work in process: cost of raw materials plus conversion
cost depending upon the stage of completion.
- Finished goods: cost of raw materials plus conversion
cost, packing cost and excise duty.
- Stores and spares: weighted average cost
L Foreign currency transactions
Exchange differences are dealt with as follows:
Foreign currency transactions are recorded at the
exchange rate prevailing as at the date of transactions
except export sales which are recorded at a rate notifed
by the customs for invoice purposes, such rate is notifed
in the last week of the month and is adopted for recording
export sales of the next month.
Monetary items denominated in a foreign currency are
reported at the closing rate as at the date of balance
sheet. Non-monetary items, which are carried at fair
value denominated in a foreign currency, are reported at
the exchange rate that existed when such values were
determined, otherwise on historical exchange rate that
existed on the date of transaction.
The exchange difference arising on the settlement of
monetary items or on reporting these items at rate different
from the rates at which these were initially recorded/
reported in previous fnancial statements are recognized
as income/expense in the period in which they arise except
that such exchange differences which relate to fxed assets
(Refer H above). Further, where foreign currency liabilities
have been incurred in connection with fxed assets where
the exchange difference during the construction period are
adjusted in the cost of the concerned fxed assets.
In case of forward exchange contracts, the premium
or discount arising at the inception of such contracts is
amortized as income or expense over the life of the
contract. Further exchange difference on such contracts
i.e. difference between the exchange rate at the reporting
/ settlement date and the exchange rate on the date of
inception of contract / the last reporting date, is recognized
as income/expense for the period except that such
exchange difference which relate to fxed assets are
capitalized in the carrying amount of these assets. Further,
where such contracts have been entered in connection
with fxed assets, the exchange differences arising during
construction period are adjusted in the cost of concerned
fxed assets.
M Impairment of assets
The carrying values of assets/cash generating units at
each balance sheet date are reviewed for impairment.
If any indication of impairment exists, the recoverable
amount of such assets is estimated and impairment is
recognised, if the carrying amount of these assets exceeds
their recoverable amount. The recoverable amount is the
greater of the net selling price and their value in use. Value
in use is arrived at by discounting the future cash fows
to their present value based on an appropriate discount
factor. When there is indication that an impairment loss
recognised for an asset in earlier accounting periods no
longer exists or may have decreased, such reversal of
impairment loss is recognised in the statement of proft
and loss, except in case of revalued assets.
N Segment reporting
The Company identifes primary segments based on
the dominant source, nature of risks and returns and
the internal organisation and management structure.
The operating segments are the segments for which
separate fnancial information is available and for which
operating proft / loss amounts are evaluated regularly by
the executive Management in deciding how to allocate
resources and in assessing performance.
O Employee share-based payments
The Company has constituted employee stock option
plans - 2007 and 2009. Employee stock options granted
are accounted under the 'ntrinsic Value Method' stated
in the guidance note on employee share based payments
issued by the Institute of Chartered Accountants of India.
P Leases
Lease arrangements where the risks and rewards
incidental to ownership of an asset substantially vest with
the lessor are recognised as operating leases. Lease
rentals under operating leases are recognised in the
statement of proft and loss.
Q Provisions and contingent liabilities
A provision is recognised when the Company has a present
obligation as a result of past events and it is probable
that an outfow of resources will be required to settle the
obligation in respect of which a reliable estimate can be
made. Provisions are not discounted to their present value
and are determined based on the best estimate required
to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to
refect the current best estimates. Contingent liabilities are
disclosed in the notes.
R Earnings per share
Basic earnings per share are calculated by dividing
the net proft or loss for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year.
For calculating diluted earnings per share, the net proft
or loss for the year attributable to equity shareholders
and the weighted average number of shares outstanding
during the year are adjusted for the effects of all dilutive
potential equity shares.
S Operating cycle
Based on the nature of products / activities of the Company
and the normal time between acquisition of assets and
their realisation in cash or cash equivalents, the Company
has determined its operating cycle as 12 months for the
purpose of classifcation of its assets and liabilities as
current and non-current.
T Derivative Contracts
The derivative contracts i.e option contracts are marked-
to-market and losses are recognized in the Statement
of Proft and Loss. Gains arising on the same are not
recognized until realized on grounds of prudence.
U Material events
Material events occurring after the Balance Sheet date are
taken into cognizance.
(` million)
Particulars As at March 31, 2013 As at March 31, 2012
Number Amount Number Amount
NOTE 3 - SHARE CAPITAL
Authorised
Equity shares of `10 each (with voting rights) 6,081,000,000 60,810.0 6,081,000,000 60,810.0
Preference shares of `10 each 3,005,000,000 30,050.0 3,005,000,000 30,050.0
90,860.0 90,860.0
Issued, Subscribed and Paid up
Equity shares of `10 each (with voting rights)
fully paid up [refer (a), (b), (c) and (d) below] 310,837,112 3,108.4 305,837,112 3,058.4
Total 3,108.4 3,058.4
(a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting
period:
Particulars Equity Share CapitaI Equity Share CapitaI
As at March 31, 2013 As at March 31, 2012
i) Issued, Subscribed and Paid up equity shares
Shares outstanding at the beginning of the year 305,837,112 3,058.4 222,301,511 2,223.0
Shares issued during the year 5,000,000 50.0 83,535,601 835.4
Shares outstanding at the end of the year 310,837,112 3,108.4 305,837,112 3,058.4
(b) Rights, preferences and restrictions attached to the equity sharehoIders:
The Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote per share
held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
(c) The details of shareholder holding more than 5 percent shares:
No. of Shares % held No. of Shares % held
Madhuraj Foundation 120,484,000 38.8% 94,788,428 31.0%
Trident Group Limited 30,000,000 9.7% 50,642,400 16.6%
Trident Capital Limited 20,000,000 6.4% 15,000,000 4.9%
Prudent Traders Private Limited 18,860,000 6.1% 18,860,000 6.2%
rd
(d) Number shares allotted as fully paid up pursuant to contract(s) without payment being received in cash:
Shares allotted pursuant to the scheme of amalgamation
during last 5 years
53,503,427 17.2% 53,503,427 17.5%
(` million)
NOTE 4 - RESERVES AND SURPLUS
a) Capital reserve
Opening balance 628.5 86.6
Add: Due to amalgamation - 628.5 541.9 628.5
b) Securities premium reserve
Add: On conversion of share warrants (refer note 40) 35.2 785.5 211.5 750.3
c) General reserve
Add: Transferred from statement of proft and loss - 20.0 - 20.0
d) SurpIus in statement of prot and Ioss
Opening balance 2,027.0 2,447.0
Net proft/(loss) for the year 493.3 (437.4)
Add: Dividend on shares held through trust - 2,520.3 17.4 2,027.0
Total 3,954.3 3,425.8
NOTE 5 - LONG TERM BORROWINGS
Term loans - secured
From banks 9,482.9 12,659.6
From fnancial institutions - 37.5
Other loans - secured
Vehicle loans from banks 8.9 28.6
Total 9,491.8 12,725.7
Term loans
Term loans from banks and fnancial institutions are secured by way of equitable mortgage created or to be created on all the present and future
immovable properties including all land, buildings, structures, all plant and machinery attached thereon of the Company and hypothecation of
all the movable properties including movable machinery spares, tools and accessories, etc., present and future, subject to prior charges created
and / or to be created in favour of the Company's bankers on stocks of raw materials, semi fnished and fnished goods, consumable stores and
other movable, as may be required for working capital requirements in the ordinary course of business. The mortgages and charges referred to
above rank pari-passu among the lenders (refer note 41 for repayment terms).
Includes `1,145.8 million (previous year `1,391.5 million) buyers credits loan taken by the Company for a period of up to 3 years from foreign
banks against term loans sanctioned by Indian banks. As per agreed terms, these buyer credit loans would be repaid to foreign banks by Indian
banks out of term loan amount sanction to the Company by these Indian banks.
Vehicles loans
Vehicle loans are secured by hypothecation of vehicles acquired against such loans (refer note 41 for repayment terms).
For the current maturities of long-term borrowings refer note 9 other current liabilities.
NOTE 6 - LONG TERM PROVISIONS
Compensated absences 32.4 30.1
Gratuity 10.5 -
Total 42.9 30.1
(` million)
NOTE 7 - SHORT TERM BORROWINGS
Cash credits/working capital loans - secured 9,673.6 7,356.5
Total 9,673.6 7,356.5
Cash credits/working capitaI Ioans
Cash credits/ working capital loans are secured by hypothecation of raw materials, semi fnished and fnished goods, stock-in-process,
consumable stores, other movable assets and book debts, present and future, of the Company. The limits are further secured by way of second
pari passu charge on the immovable properties of the Company.
NOTE 8 - TRADE PAYABLES
Acceptances 198.2 301.7
Other than Acceptances (refer note 33) 1,460.3 1,520.0
Total 1,658.5 1,821.7
NOTE 9 - OTHER CURRENT LIABILITIES
Current maturities of long-term debt - secured 3,232.7 2,754.3
Interest accrued but not due on loans 10.3 19.6
Dividend payable/unclaimed dividend* 12.9 12.5
Statutory remittances 63.3 64.4
Capital creditors 62.9 107.2
Payables to employees 264.5 269.1
Advances from customers 85.6 69.9
Security deposits - unsecured 109.3 122.6
Other liabilities - 28.0
Total 3,841.5 3,447.6
* Will be credited to nvestor Education and Protection Fund on the expiry of 7 years from the due date.
NOTE 10 - SHORT TERM PROVISIONS
Total 27.8 19.1
NOTE 11 - FIXED ASSETS
(` million)
Particulars Gross BIock Depreciation/Amortization Net BIock
As at
March 31,
2012
Additions
during the
year
SaIes /
Adjustment
As at
March 31,
2013
As at
March 31,
2012
For the
year
SaIes /
Adjustment
Upto
March 31,
2013
As at
March 31,
2013
As at
March 31,
2012
A) Tangible
Assets
Land
- Freehold 915.9 70.7 - 986.6 - - - - 986.6 915.9
- Leasehold 702.0 - - 702.0 12.9 7.6 - 20.5 681.5 689.1
Buildings 4,624.3* 138.9 1.1 4,762.1 650.6 140.1 - 790.7 3,971.4 3,973.7
Plant and
machinery
26,203.9
#
604.2 130.6 26,677.5 10,764.1 2,400.9 70.7 13,094.3 13,583.2 15,439.8
Furniture and
fxtures
190.2 35.7 - 225.9 82.6 12.6 - 95.2 130.7 107.6
Offce
equipments
142.1 11.7 0.4 153.4 49.1 5.8 0.1 54.8 98.6 93.0
Computers 164.6 17.3 0.4 181.5 101.4 12.4 0.2 113.6 67.9 63.2
Vehicles 182.2 8.3 21.3 169.2 64.2 15.2 12.5 66.9 102.3 118.0
B) Intangible
Assets
Software 197.5 0.6 - 198.1 118.3 19.8 - 138.1 60.0 79.2
Total 33,322.7 887.4 153.8 34,056.3 11,843.2 2,614.4 83.5 14,374.1 19,682.2 21,479.5
Notes:
1. Additions to plant and machinery includes exchange fuctuation loss of `390.8 million (Previous year `421.3 million).
2. Sales /adjustment to plant and machinery includes exchange fuctuation gain of `33.8 million (Previous year `20.0 million).
* Building includes `16.0 million being expenses incurred by the Company towards construction of canal for sourcing of water, ownership of which
belongs to Government of Punjab (Department of Irrigation), which has been fully amortised.
# Plant and machinery includes `15.5 million being expenses incurred by the Company towards laying of feeder line, ownership of which belongs to
Punjab State Electricity Board, which has been fully amortised.
rd
NOTE 11 - FIXED ASSETS (Contd.)
(` million)
As at
March 31,
2011
Additions
as per
ama-
lganation
Additions
during the
year
SaIes /
Adjust-
ment
As at
March 31,
2012
As at
March 31,
2011
Additions
as per
ama-
lganation
For the
year
SaIes /
Adjust-
ment
Upto
March 31,
2012
As at
March 31,
2012
C) Tangible
Assets
Land
- Freehold 626.3 219.5 70.1 - 915.9 - - - - - 915.9
- Leasehold 37.0 665.0 - - 702.0 5.2 - 7.7 - 12.9 689.1
Buildings 3,438.2 11.9 1,174.2 - 4,624.3 542.5 0.3 107.8 - 650.6 3,973.7
Plant and
machinery
20,973.8 - 5,376.9 146.8 26,203.9 8,980.0 - 1,901.3 117.2 10,764.1 15,439.8
Furniture and
fxtures
139.9 1.6 49.5 0.8 190.2 74.2 0.3 8.3 0.2 82.6 107.6
Offce
equipments
118.8 - 28.3 5.0 142.1 44.6 - 5.2 0.7 49.1 93.0
Computers 146.1 14.0 21.3 16.8 164.6 86.4 12.6 13.1 10.7 101.4 63.2
Vehicles 196.1 1.6 14.1 29.6 182.2 58.6 0.2 16.5 11.1 64.2 118.0
D) Intangible
Assets
Software 150.7 - 46.8 - 197.5 102.9 - 15.4 - 118.3 79.2
Total 25,826.9 913.6 6,781.2 199.0 33,322.7 9,894.4 13.4 2,075.3 139.9 11,843.2 21,479.5
(` million)
NOTE 12 - NON CURRENT INVESTMENTS
(Unquoted, at cost or under)
I. Investments in equity instruments (trade)
24,500 (Previous year 24,500) common stock of USD 1 each
fully paid up of Trident Global nc., USA (Formerly Abhishek
Industries Inc.), written off in earlier year.
- -
2,450 (Previous year 2,450) common stock of USD 1 each fully
paid up of Trident Infotech Inc., USA
0.1 0.1
31,100,000 (Previous year 25,600,000) equity shares of `10
each fully paid up of Trident Corporation Limited*
302.5 247.5
120,000 (Previous year 120,000) equity shares of `10 each
fully paid up of Nimbua Greenfeld (Punjab) Limited
1.2 1.2
10,000,000 (Previous year 10,000,000) equity Shares of `10
each fully paid up of Lotus Integrated Texpark Limited*
100.0 100.0
500,000 (Previous year Nil) equity shares of `10 each fully
paid up of Trident Global Corp Limited
5.0 -
408.8 348.8
II. Investments in preference share (trade)
5,000,000 (Previous year 5,000,000) 7% non cumulative
redeemable preference shares of `10 each fully paid up of
IOL Chemicals and Pharmaceuticals Limited
50.0 50.0
50.0 50.0
III. Others (Non-trade)
32,000 (Previous year 32,000) units of face value of `630
each, fully paid up (Previous year `529 per unit) of Kotak India
Venture Fund (Private Equity fund)
15.4 12.2
IV. Interest (Equity) in TAL Benet Trust (refer note 42(b)) 145.5 145.5
Total 619.7 556.5
Aggregate book value - unquoted 619.7 556.5
* The Company has executed a non-disposal undertaking in favour of various banks that have provided fnancial assistance to these companies.
(` million)
NOTE 13 - LONG TERM LOANS AND ADVANCES
(Unsecured considered good, unless otherwise stated)
Capital Advances 168.4 316.9
Advances to vendors 200.0 250.0
Security deposits 324.0 253.6
Advance income tax [net of provisions `838.5 million 23.6 69.3
(Previous year `709 million)]
MAT credit entitlement 413.1 262.1
Government Subsidy 95.5 -
Total 1,224.6 1,151.9
NOTE 14 - CURRENT INVESTMENTS
Current (Non trade) (Unquoted, at cost or fair vaIue, whichever
is lower)
Debt linked mutual funds
1,779,245 (Previous year nil) units of face value of `10 each fully
paid up of SB Dynamic Bond Fund - Growth (Market value as on
31.03.2013 is `26.3 million)
25.0 -
Total 25.0 -
NOTE 15 - INVENTORIES *
Stock in trade
- Raw materials 5,008.2 3,276.6
- Work in process [refer (a) below] 858.9 812.8
- Finished goods 730.6 767.9
Stores and spares 312.2 346.7
Total 6,909.9 5,204.0
(a) Work in progress comprises
Yarn 218.5 273.7
Towel 577.3 492.7
Paper 63.1 46.4
858.9 812.8
* At cost or net realizable value, whichever is lower
NOTE 16 - TRADE RECEIVABLES
Trade receivables outstanding for a period exceeding
six months from the date they were due for payment
- Considered good 30.0 1.5
- Considered doubtful 39.2 36.3
69.2 37.8
Less: Provision for doubtful trade receivables 39.2 30.0 36.3 1.5
Others 2,364.2 2,011.4
Less: Provision for doubtful trade receivables 71.2 2,293.0 93.9 1,917.5
Total 2,323.0 1,919.0
rd
(` million)
NOTE 17 - CASH AND BANK BALANCES
Cash and cash equivaIent
- In other deposits accounts
(original maturity of 3 months or less) 19.0 90.6 - 140.9
Other bank baIances
In other deposits accounts
(original maturity more than 3 months) 94.1 21.2
- In earmarked accounts
(i) Unpaid dividend accounts 12.9 12.5
(ii) Held as margin money or security against
borrowings and other commitments 133.5 240.5 55.7 89.4
Total 331.1 230.3
Of the above, the balances that meet the defnition of cash and
cash equivalents as per AS 3 Cash Flow Statement.
90.6 140.9
NOTE 18 - SHORT TERM LOANS AND ADVANCES
Loans and advances to related parties 32.6 90.4
Loans and advances to employees 16.8 9.1
Prepaid expense 102.1 71.6
Balance with customs, excise and port trust authorities 819.3 759.7
Others 91.1 133.9
Total 1,436.6 2,049.2
NOTE 19 - OTHER CURRENT ASSETS
Interest accrued on deposits 18.1 10.9
Insurance claim receivables 18.2 0.9
Total 36.3 11.8
Particulars For the year ended
March 31, 2013
For the year ended
March 31, 2012
NOTE 20 - REVENUE FROM OPERATIONS
Sale of products:
Manufactured
- Yarn 12,667.9 7,382.8
- Processed yarn 309.5 263.8
- Towel 11,964.0 12,126.2
- Paper 7,135.3 6,373.9
- Sulphuric acid 401.1 379.1
Traded
- Towel 287.1 260.0
Sale of services 18.2 10.6
Other operating revenue:
Waste sale 943.4 820.3
Total 33,726.5 27,616.7
(` million)
March 31, 2013
For the year ended
March 31, 2012
NOTE 21 - OTHER INCOME
Interest income 43.3 34.2
Loss on sale of current investments (non-trade) - (0.5)
Proft on sale of non-current investments (non-trade) - - 2.3 1.8
Provision for doubtful trade receivables, no longer required
written back
22.7 -
Bad debts recovered 22.5 -
Proft on sale of fxed assets (net) 15.9 27.1
Sales tax subsidy 51.8 95.4
Miscellaneous income 68.2 43.1
Total 224.4 201.6
NOTE 22 - COST OF MATERIAL CONSUMED
Raw material consumed
Opening stock 3,276.6 5,209.3
Add: Purchase of raw material 19,929.8 14,321.6
23,206.4 19,530.9
Less: Closing stock 5,008.2 3,276.6
Net consumption (refer (a) below) 18,198.2 16,254.3
a) Raw material consumed comprises:
Cotton and fbers 10,858.8 8,998.1
Yarn 3,596.5 3,594.7
Dyes and chemicals 2,343.4 2,234.9
Agro based products 1,310.5 1,310.5
Others 89.0 116.1
Total 18,198.2 16,254.3
NOTE 23 - PURCHASE OF STOCK IN TRADE
Towels for resale 701.0 723.1
Less: sale of material bought back after processing (474.9) (531.7)
Total 226.1 191.4
NOTE 24 - CHANGE IN INVENTORIES OF
FINISHED GOODS AND WORK-IN-PROGRESS
Opening Stock
Finished goods 767.9 566.9
Work-in-process 812.9 1,580.8 664.6 1,231.5
Add: Stock on commissioning of new plants
Finished goods - 80.8
Work-in-process - - 78.7 159.5
Less : Closing Stock
Work-in-process 858.9 1,589.5 812.9 1,580.8
(Increase) / decrease (8.7) (189.8)
rd
(` million)
March 31, 2013
For the year ended
March 31, 2012
NOTE 25 - EMPLOYEE BENEFITS EXPENSE
(Refer note 31)
Salaries and wages 2,103.0 1,808.4
Contribution to provident and other funds 257.2 161.8
Staff welfare expenses 18.4 44.7
Total 2,378.6 2,014.9
NOTE 26 - FINANCE COSTS
Interest expense
- On loans for fxed period * 1,214.9 793.0
- Others 973.4 680.8
Other borrowing costs 164.5 100.8
Fluctuation on foreign currency transactions and translations - 143.2
Total 2,352.8 1,717.8
* The Ministry of Corporate Affairs issued a circular no. 25/2012 dated 09.08.2012 clarifying that all exchange differences on long term foreign
currency borrowings for capital expenditure should be capitalized. Accordingly, exchange difference amounting to `61.4 million expensed in
fnancial year 2011-12 have been reversed under "Finance costs in the current year.
NOTE 27 - OTHER EXPENSES
Stores and spares consumed 595.7 504.7
Packing material and charges 916.4 763.6
Power and fuel (net of utilized by others) 2,654.4 2,152.4
Rent 45.3 48.0
Repairs and maintenance
- Plant and machinery 74.6 35.8
- Buildings 50.6 31.4
- Others 12.6 7.6
Insurance charges 76.8 69.8
Rates and taxes 33.2 24.2
Commission 311.9 238.8
Freight, clearing and octroi charges 926.3 730.8
Rebates and discount 173.1 122.5
Business promotion 64.7 60.5
Net loss of foreign currency transaction and translation 630.9 659.3
Auditors' remuneration (refer note 30) 8.4 8.0
Travelling and conveyance 47.3 48.4
Postage and telephone 25.2 25.5
Legal and professional 108.9 68.1
Doubtful debts and advances written off 5.7 4.0
Provision for doubtful trade receivables 2.9 128.7
Charity and donation 5.2 11.7
Miscellaneous expenses 234.6 307.4
Total 7,004.7 6,051.2
NOTE 28 - CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR):
(` million)
Particulars As at
March 31, 2013
As at
March 31, 2012
I. Contingent liabilities
a) Claims* (excluding claims by employees where amounts are not ascertainable) not
acknowledged as debt:
- Service Tax 5.7 4.1
- Excise duty 45.6 82.5
- Income Tax 9.4 11.0
- Others 0.5 0.5
b) Bills discounted 1,963.5 995.3
c) Guarantees given to banks on behalf of others `1978.1 million (Previous year `1358.1
million) - Loan availed
1,187.4 676.1
II. Commitments
a) Estimated amount of contracts remaining to be executed on capital account (net of
advances)
41.4 53.4
b) Other commitments #
* All the above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings when ultimately concluded will
not, in the opinion of the management, have a material effect on the results of operations or fnancial position of the Company.
#The Company has other commitments for purchase/sale orders which are issued after considering requirements per operating cycle for
purchase/sale of goods and services, employee benefts. The Company does not have any long term commitment or material non cancelable
contractual commitments/contracts which might have a material impact on the fnancial statements other than commitment given for advertisement
in print media of `280.8 million, for which the Company has given advance.
NOTE 29 - There are no disputed dues of sales tax, wealth tax and cess matters which have not been deposited by the Company.
The details of disputed excise duty, service tax, custom duty and income-tax dues as at March 31, 2013 are as follows:
(` million)
Statue Nature of Dues Forum where dispute is pending Amount
involved
Period to which the amount relates
Central Excise Law Excise Duty Customs, Excise and Service Tax Appel-
late Tribunal
122.0 2008-09, 2009-10 & 2010-11
Central Excise Law Custom Duty Revisionary Authority, Deptt of Revenue,
New Delhi
0.5 2008-09 & 2009-10
Service Tax Service Tax Customs, Excise and Service Tax Appel-
late Tribunal
3.2 2008-09 & 2009-10
Service Tax Service Tax Commissioner (Appeals),
Chandigarh
2.5 2006-07, 2007-08 & 2008-09
Income Tax Act Income Tax Assistant Commissioner of Income Tax 9.4 2004-05
Income Tax Act Income Tax Income Tax Appellate Tribunal 0.3 2006-07
Income Tax Act Income Tax Supreme Court 10.0 2004-05
The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
(` million)
Statue Nature of
Dues
Forum where department has preferred
appeals
Amount Period to which the amount relates
late Tribunal
40.0 2005-06 & 2006-07
Central Excise Law Excise Duty Punjab & Haryana High Court, Chandigarh 4.1 2002-03 & 2003-04
Service Tax Act Service Tax Customs, Excise and Service Tax Appel-
late Tribunal
2.0 2004-05 & 2005-06
Income Tax Act Income Tax Income Tax Appellate Tribunal 73.2 (A.Y.) 2004-05, 2005-06, 2006-07 &
2008-09
Income Tax Act Income Tax High Court 5.5 (A.Y.) 1989-90, 1997-98 & 1999-00
rd
NOTE 30 - AUDITORS REMUNERATION
(` million)
As auditors (audit fee) 4.8 3.8
In other capacities
- Limited Review 3.3 3.1
- Others 0.2 1.0
Reimbursement of expenses 0.1 0.1
NOTE 31 - EMPLOYEE BENEFITS
a) Dened contribution pIans
The Company makes contribution towards employees provident fund and employees state insurance plan scheme. Under
the schemes, the Company is required to contribute a specifed percentage of payroll cost, as specifed in the rules of the
schemes, to these defned contribution schemes. The Company recognized `161.6 million (Previous year `149.0 million)
during the year as expense towards contribution to these plans. Out of total contribution, `Nil (Previous year `8.5 million) is
included under fxed assets / capital work in progress.
(` million)
Company's contribution to provident fund 117.5 105.3
Company's contribution to employee's state insurance scheme 32.9 33.6
Administrative charges on above 11.2 10.1
b) Dened benet pIans
Gratuity scheme
The amount of gratuity has been computed based on respective employees salary and the years of employment with
the Company. Gratuity has been accrued based on actuarial valuation as at the balance sheet date, carried out by an
independent actuary. The amount is funded through trusts group gratuity schemes managed by Life Insurance Corporation
of India, SBI Life Insurance Company Limited, ICICI Prudential Life Insurance Company Limited and Metlife India Insurance
Company Limited. The Company is contributing to trusts towards the payment of premium of such group gratuity schemes.
Compensated Absences
Compensated absences include earned leaves and sick leaves. Long term compensated absences have been provided on
accrual basis based on year end actuarial valuation and short term compensated absences on actual basis.
(` million)
Gratuity Earned and
sick Ieave
Gratuity Earned and
sick Ieave
A Expenses recognized in the statement of prot and Ioss
for the year ended March 31,2013
Current Service Cost 29.3 5.0 27.0 4.6
Interest Cost 10.1 1.0 9.1 0.8
Expected return on plan assets (15.9) - (10.5) -
Actuarial (gains)/losses 72.0 11.0 1.7 (3.7)
Total Expenses 95.5 17.0 27.3 1.7
B Net IiabiIities recognized in the BaIance Sheet as at March 31, 2013
Present value of defned beneft obligation as at March 31, 2013 204.7 38.4 141.4 31.4
Fair value of plan assets with LC, SB Life, CC prudential, Metlife
and with Employee Trust *
(194.2) - (166.7) -
Funded status - unfunded 10.5 38.4 (25.3) 31.4
C Change in the obligation during the year ended March 31, 2013
Present value of defned beneft obligation at the beginning of the year 141.4 31.4 149.9 38.8
Beneft payments (47.7) (10.0) (46.3) (9.1)
Present vaIue of dened benet obIigation at the end of the year 204.7 38.4 141.4 31.4
(` million)
Gratuity Earned and
sick Ieave
Gratuity Earned and
sick Ieave
D Change in assets during the year ended March 31, 2013
Plan assets at the beginning of the year 166.7 - 139.6 -
Expected return on plan assets 15.9 - 10.5 -
Contribution by the company 59.7 - 50.9 -
Actuarial (gains)/losses (0.4)
-
- -
Actual benefts paid (47.7) - (46.3) -
Plan assets at the end of the year 194.2 - 154.7 -
E Main actuarial assumptions
Discount rate 8.2% 8.2% 8.6% 8.6%
Rate of increase in compensation levels 7.0% 7.0% 7.0% 7.0%
Rate of return on plan assets 9.3% - 9.3% -
Mortality rate LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
*The plan assets are maintained with Life Insurance Corporation of India, SBI Life Insurance Company Ltd, ICICI Prudential
Life Insurance Company Limited, Metlife India Insurance Company Limited and Trust. The details of the investment
maintained by these insurance companies are not available with the company and have not been disclosed. The trust has
kept the amount in bank account.
(` million)
Particulars As at March 31
2013 2012 2011 2010 2009
Gratuity
Present value of defned beneft obligation at the end 204.7 141.4 149.9 107.8 78.0
Fair value of plan Assets at the end of the year 194.2 166.7 149.9 104.9 76.0
Net liability (asset) recognised in balance sheet 10.5 (25.3) - 2.9 2.0
Net actuarial (gains)/ losses recognised 72.0 1.7 14.6 12.1 (2.9)
Earned and sick Ieave
Fair value of plan Assets at the end of the year - - - - -
Net liability recognised in balance sheet 38.4 31.4 38.8 37.4 31.8
Net actuarial (gains)/ losses recognised 11.0 (3.7) (3.1) (3.3) (4.0)
The experience adjustments arising on plan liabilities and plan assets and the employers best estimate of contributions
expected to be paid in next fnancial year is not ascertained and is accordingly not disclosed above.
NOTE 32 - DEFERRED TAXATION
(` million)
Particulars As at March
31, 2013
As at March
31, 2012
Deferred tax liability (DTL) on account of accelerated depreciation 1,429.2 1,533.5
Less:Deferred Tax Asset (DTA) arising on
- expenses deductible on payment (128.1) (162.7)
- unabsorbed depreciation and brought forward losses (231.0) (611.0)
Net deferred tax liability 1,070.1 759.8
rd
NOTE 33 - According to the records available with the Company, dues payable to entities that are classifed as Micro and Small
Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, during the year is `35.1 million (previous
year `23.6 million). The amount of interest accrued during the year and remaining unpaid as at March 31, 2013 is `Nil (Previous
year `0.1 million).
Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identifed on the basis
of information collected by the Management. This has been relied upon by the auditors.
NOTE 34 - THE EARNINGS/(LOSS) PER SHARE (EPS) DISCLOSED IN THE PROFIT AND LOSS ACCOUNT HAVE BEEN
CALCULATED AS UNDER:
(` million)
Proft/(loss) attributable to equity shareholders (A) 493.3 (437.4)
Weighted average number of equity shares (Nos) (B) 308,001,496 275,850,906
Potential dilutive equity shares (number)* (C) Nil Nil
Weighted average number of equity shares in computing diluted earning per share (D)=(B+C) 308,001,496 275,850,906
Basic earnings/(loss) per share (`per share) (face value of `10 each) (A/B) 1.60 (1.59)
Diluted earnings/(loss) per share (`per share) (face value of `10 each) (A/D) 1.60 (1.59)
* Nil, as exercise price of outstanding ESOP is more than the fair value of share, hence considered anti-dilutive.
NOTE 35 - PROJECT AND PRE OPERATIVE EXPENSES PENDING ALLOCATION INCLUDES:
(` million)
Opening Balance: 11.5 106.1
Add: Expenses incurred during the year:
Project and Pre-Operatives Expenses
Finance Cost (including foreign exchange fuctuation) 9.0 165.0
Salary, Wages and bonus etc. - 86.4
Electricity and Water Charges 0.2 26.6
Travelling and Conveyance 1.7 3.6
Bank charges 1.7 14.8
Others 0.7 26.0 55.3 401.0
Expenses incurred during trial run period
Raw material consumed - 1,271.9
Interest expenses - 245.5
Electricity and Water Charges - 145.7
Store and spares consumed - 25.8
Freight, Clearing and Octroi charges - 38.8
Commission - 21.9
Legal and professional - 0.3
Repair and Maintenance - 0.2
Travelling and Conveyance - 1.4
Others - 7.9
(ncrease)/decrease in work in progress and fnished goods - (159.4)
- 1,680.1
Less Income earned during trial run period
Sales - - 1,343.0 337.1
Grand Total 37.5 844.2
Less: Allocated to fxed assets and capital work in progress 16.8 832.7
Closing Balance, included in capital work in progress 20.7 11.5
NOTE 36 - THE RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD- 18 ARE AS UNDER:
A. Name of related party and nature of related party relationship
(i) Enterprises where control exists
a. Enterprise that controls the Company
- Madhuraj Foundation (directly or indirectly holds majority voting power)
b. Enterprises that are controlled by the Company, i.e. subsidiary companies
- Trident Global Corp Limited
(ii) Other reIated parties where transactions have taken pIace during the year:
a. Enterprises under the common control as the Company
- Trident Group Limited
- Trident Corporation Limited
- Trident Capital Limited
- Abhishek Ventures and Projects Limited
b. Enterprise on which Company exercise signifcant infuence
- Lotus Integrated Texpark Limited
- Trident Global Inc.
c. Key management personnel and their relatives
- Mr. Rajinder Gupta (Ceased to be Managing Director w.e.f. April 23, 2012)
- Mr. Abhishek Gupta (Ceased to be Managing Director w.e.f.October 25, 2012)
- Mr. Deepak Nanda
- Mrs. Madhu Gupta
- Ms. Neha Gupta
B. Disclosure of transactions between the Company and related parties during the year and outstanding balances as
on March 31, 2013
(` million)
Particulars Enterprise that
controls the
Company
Subsidiaries Enterprises that
are under common
control as the
Company
Signicant
Inuence
Key management
personnel
Relative of Key
Management
Personnel
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Purchase of Goods/
Services
- Trident Group
Limited
8.7 -
- Trident Global Inc. 0.3 -
- Lotus Integrated
Texpark Limited
13.0 14.2
SaIe of Goods/
Services
- Trident Global Corp
Limited
1.1 -
- Trident Corporation
Limited
125.7 0.5
- Lotus Integrated
Texpark Limited
1.4 -
rd
(` million)
controls the
Company
are under common
control as the
Company
Signicant
Inuence
Key management
personnel
Relative of Key
Management
Personnel
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Rent received
- Lotus Integrated
Texpark Limited
0.5 0.5
- Mr. Rajinder Gupta 0.9 0.6
- Mr. Abhishek Gupta 1.5 -
Rent paid
- Madhuraj Foundation 1.3 1.0
- Lotus Integrated
Texpark Limited
25.9 25.6
Interest received
- Abhishek Ventures
and Projects Limited
5.0 4.7
Security Deposit paid
- Madhuraj Foundation 60.0 -
- Lotus Integrated
Texpark Limited
17.4 -
Security Deposit
written back
- Lotus Integrated
Texpark Limited
15.0 -
Remuneration paid
- Mr. Rajinder Gupta* 1.8 24.0
- Mr. Raman Kumar - 1.1
- Mr. Deepak Nanda 6.4 2.5
- Mrs Madhu Gupta 2.3 2.4
- Ms Neha Gupta 2.0 -
- Mr. Abhishek Gupta ** 15.5 - - 7.2
Investments made:
Limited
55.0 247.0
Limited
5.0 -
Equity shares
allotted to
- Trident Capital
Limited
85.3 255.8
Expenses incurred
on behalf of:
- Lotus Integrated
Texpark Limited
15.6 16.5
Loans and advances
given:
- Lotus Integrated
Texpark Limited
- 20.4
Balances as at March
31, 2013:
Share Application
Money
Limited
- 25.0
Security Deposit
receivable:
- Lotus Integrated
Texpark Limited
17.4 -
(` million)
controls the
Company
are under common
control as the
Company
Signicant
Inuence
Key management
personnel
Relative of Key
Management
Personnel
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Amounts receivable
Limited
0.9 -
- Abhishek Ventures
and Projects
Limited***
23.2 64.4
Limited
125.7 0.3
- Lotus Integrated
Texpark Limited
20.1 28.7
Security Deposit
payable:
- Lotus Integrated
Texpark Limited
25.0 40.0
Amounts payable
- Trident Group
Limited
1.2 -
* Ceased to be Managing Director w.e.f. April 23, 2012
** Ceased to be Managing Director w.e.f.October 25, 2012
*** Subsequently recovered
NOTE 37 - SEGMENT INFORMATION
I Segment Accounting Policies
a. The business segments comprise of the following:
Yarn : Yarn manufacturing (ncluding utility service)
Towel : Towel, Dyed Yarn manufacturing (ncluding utility service)
Paper and Chemical : Paper and Sulphuric Acid (ncluding utility service)
nfotech : Sale of software and related services
b. Business segments have been identifed based on the nature and class of products and services, their customers and
assessment of differential risks and returns and fnancial reporting system within the Company.
c. The geographical segments considered for disclosure are based on markets, broadly as under:
Sale in the USA
Sale in rest of the world
d. Segment accounting policies: n addition to the signifcant accounting policies, applicable to the business as set out in
note 2, the accounting policies in relation to segment accounting are as under:
i. Segment assets and liabilities:
Segment assets include all operating assets used by a segment and consist principally of cash, debtors, inventories
and fxed assets including capital work in progress, net of allowances and provisions, which are reported as direct
offset in the balance sheet. Segment liabilities include all operating liabilities and consist principally of creditors and
accrued liabilities.
ii. Segment revenue and expenses:
J oint revenue and expenses of segments are allocated amongst them on reasonable basis. All other segment revenue
and expenses are directly attributable to the segments.
iii. nter segment sales: nter segment sales are accounted for at cost and are eliminated in consolidation.
rd
II. Detail of primary business segments:
(` million)
Particulars Yarn Towel Paper & Chemiclas Others Unallocable Elimination Consolidated Total
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
1 Segment revenue
- External Sales 13,477.6 8,084.7 12,644.8 12,716.8 7,218.5 6,511.3 11.7 10.0 33,352.6 27,322.8
- Inter segment
Sales
3,256.2 3,450.6 11.7 5.5 1.4 3.9 - (3,269.3) (3,460.0) - -
- Other income 103.6 149.3 37.9 13.3 28.4 18.5 3.6 50.9 20.5 224.4 201.6
Total revenue 16,837.4 11,684.6 12,694.4 12,735.6 7,248.3 6,533.7 15.3 10.0 50.9 20.5 (3,269.3) (3,460.0) 33,577.0 27,524.4
2 Segment results 1,340.4 (53.7) 1,194.8 1,291.4 1,049.8 295.7 (0.1) (12.5) 3,584.9 1,520.9
Unallocated
corporate
expenses (net
off unallocated
Income)
(421.2) (393.8)
Proft before
interest and tax
3,163.7 1,127.1
Interest expense (2,352.8) (1,717.8)
Provision for
taxation
(317.6) 153.3
3 Prot/(Loss)
after tax
493.3 (437.4)
4 Other
Information
a Segment assets 16,714.7 16,568.2 6,996.2 6,744.1 8,747.2 8,688.0 1,015.1 1,024.0 (2,605.3) (2,092.1) 30,867.9 30,932.2
Unallocated
corporate assets
2,001.0 1,733.8 2,001.0 1,733.8
Total assets 16,714.7 16,568.2 6,996.2 6,744.1 8,747.2 8,688.0 1,015.1 1,024.0 2,001.0 1,733.8 (2,605.3) (2,092.1) 32,868.9 32,666.0
b Segment liabilities 1,218.3 952.1 807.6 815.4 2,706.4 2,683.5 2.0 3.2 (2,605.3) (2,092.1) 2,129.0 2,362.1
Unallocated
corporate liabilities
30,739.9 30,303.9 30,739.9 30,303.9
Total liabilities 1,218.3 952.1 807.6 815.4 2,706.4 2,683.5 2.0 3.2 30,739.9 30,303.9 (2,605.3) (2,092.1) 32,868.9 32,666.0
Capital
Expenditure
249.9 5,258.0 178.8 259.7 456.5 438.5 (8.1) 928.3 73.1 44.3 950.2 6,928.8
Depreciation 1,104.0 619.2 567.0 563.1 893.8 857.0 7.8 7.8 41.8 28.2 2,614.4 2,075.3
Non-Cash
expenses other
than depreciation
0.2 2.8 0.8 94.1 5.7 35.5 1.8 0.3 - 8.5 132.7
III. Secondary Segment Geographical:
(` million)
Current Year Previous Year
Segment sales in:
USA 8,796.5 8,575.9
India and other countries 24,556.1 18,746.9
Total Sales 33,352.6 27,322.8
Segment assets in:
USA 456.0 448.9
Capital expenditure:
USA - -
India and other countries 950.2 6,928.8
NOTE 38 - THE FOREIGN CURRENCY EXPOSURE OF THE COMPANY AS ON MARCH 31, 2013 IS AS UNDER:
a. Category wise quantitative data
Nos. Amounts
Current Year Previous Year Current Year Previous Year
Put and Call Option contracts - 9 - From USD 5.0
million to 6.4
million per month
Vanilla Call Option contracts - 4 - USD 0.73 million
Euro 0.10 million
Forward contracts against exports 135 359 USD 45.98 million USD 178.13 million
2 - GBP 0.12 million
Forward contracts against imports 39 11 USD 19.01 million USD 2.45 million
16 8 Euro 14.86 million Euro 3.67 million
2 - CHF 1.80 million
Forward contracts against foreign currency loans 6 2 USD 13.5 million USD 8.75 million
b. Derivative instruments are for hedging foreign exchange risk arising from underlined transaction, frm commitments and/or highly probable
forecast transactions.
c. Foreign currency exposures remaining unhedged at the year end:
Against Imports (Creditors) - Euro 0.5 million (Previous year Euro 0.1 million)
- USD 1.0 million (Previous year USD 1.3 million)
Against Imports ( Advance to Creditors) - Euro 0.1 million (Previous year Euro 0.6 million)
- USD Nil (Previous year USD 1.0 million)
- CHF 0.1 million (Previous year CHF Nil)
- J PY 1.2 million (Previous year J PY 1.1 million)
- SEK 0.1 million (Previous year SEK Nil)
Foreign Currency Loans - USD 44.48 million (Previous year USD 64.5 million)
Acceptances - USD Nil (Previous year USD 3.6 million)
- Euro Nil (Previous year Euro 15.2 million)
- CHF Nil (Previous year CHF 1.8 million)
NOTE 39 - The Company has entered into operating lease agreements for offces. These lease arrangements are cancellable in nature and
range between one to three years. The aggregate lease rentals under these agreements amounting to `45.3 million (Previous year `48.0
millions) have been charges under Rentin note 27.
NOTE 40 - MONEY RECEIVED AGAINST SHARE WARRANT
The Company on April 27, 2011 had issued warrants carrying an option to the holder of such warrants to subscribe to one equity share of `10
for every warrant held, within 18 months from the date of allotment of warrants, at a premium of `7.05 per share.
Pursuant to exercise of conversion option by the holder of warrants, the Company has, in accordance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009; allotted 50,00,000 equity shares of `10 each fully paid up for cash at a premium of `7.05 per share
i.e. at the price of `17.05 per equity share on October 25, 2012.
There is no warrants outstanding as on March 31, 2013, which can be converted into equity shares.
rd
NOTE 41 - SECURED LOANS
A. Long term Ioans from banks and nanciaI institutions :
(` million)
Sr.
No.
Outstanding balance on Repayment Terms
March 31, 2013 March 31, 2012 Presently payable in:
1 794.7 712.6 31 Quarterly installments of `26.1 Million.
5 530.3 550.0 26 Quarterly installments of `19.7 Million
1 Quarterly installments of `19.5 Million
9 919.2 1129.4 16 Quarterly installments of ` 54.5 Million.
13 288.2 362.0 18 Quarterly installments of `16.1 million.
1 Quarterly installments of `81.6 Million.
19 357.7 500.0 14 Monthly installments of `15.0 Million
7 monthly installments of `20.0 Million
16 Monthly installments of `17.5 Million
1 monthly installments of `20.0 Million.
27 0.0 16.4 -
The Company has given common security for these loans which has been given in note 5 and interest rates ranges from
10.5% to 12.5% p.a.
B. VehicIe Loans from banks
Vehicle loans are secured by hypothecation of vehicles acquired against such loans, repayable on equal monthly installments,
amount due in a year is `10.8 million (previous year `20.1 million)
NOTE 42 - AMALGAMATION OF THE ERSTWHILE TRIDENT INFOTECH LIMITED AND ERSTWHILE TRIDENT AGRITECH
LIMITED
(a) During previous year, pursuant to the Scheme of Arrangement for Amalgamation (the Scheme) of the erstwhile Trident
Infotech Limited (TIL) and erstwhile Trident Agritech Limited (TAL) with the Company under Sections 391 to 394 of the
Companies Act, 1956 approved by the Honble Punjab and Haryana High Court vide its Order dated September 29, 2011
which became effective on November 21, 2011 on fling of the certifed copy of the Order of the High Court in the Offce of
Registrar of Companies, at Chandigarh, all the properties, assets, both movable and immovable, liabilities and reserves of
TIL and TAL have without further act or deed, been transferred to and vested in the Company, as a going concern with effect
from the appointed date i.e. April 1, 2011.
The net surplus arising consequent to amalgamation of TIL and TAL in to the Company in terms of the Scheme had been
credited to Capital Reserve during previous year.
(b) Equity in Trident Benet Trust
The Company is a benefciary of a Trust viz. TAL Beneft Trust settled pursuant to the scheme of arrangement for
amalgamation of erstwhile Trident Agritech Limited with the Company as sanctioned by Honble Punjab and Haryana High
Court at Chandigarh vide its order dated September 29, 2011.
As at March 31, 2013, the benefcial interest of the Company in the TAL Beneft Trust is 14,548,387 (Previous year 14,548,387)
equity shares of Trident Limited aggregating to `145.5 million which is shown as Investment.
NOTE 43 - EMPLOYEE STOCK OPTIONS PLAN
The Compensation Committee of Board of Directors of the Company has granted options to the employees pursuant to Trident
Employees Stock Options Plan 2007 (the Plans) on J uly 9, 2007 (Grant I) and J uly 23, 2009 (Grant II). These options were
granted at `17.55 and `11.20 per option respectively, being the latest available closing market price prior to the date of grant
of options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option is equal
and therefore there is no impact in the statement of proft and loss due to Employee Share-based options as the Company is
following intrinsic value method.
The Company has not allotted any equity shares to employees during the year.
In respect of options granted under the Employees Stock Option Plan, in accordance with Guidance Note on Accounting for
Employee Share-based Payment issued by the Institute of Chartered Accountants of India, the details of Options outstanding is
as under:
Particulars Detail
ESOP Grant Date 09.07.2007 23.07.2009
Exercise period under the ESOP 5 years from the respective
dates of vesting
5 years from the respective
dates of vesting
Exercise Price `17.55 per option `11.20 per option
Vesting Period under the ESOP
End of First year 10% 10%
End of Second year 20% 20%
End of Third year 30% 30%
End of Fourth year 40% 40%
Total No. of Options granted 7,901,462 3,993,000
Total No. of Options Accepted 7,421,712 3,828,000
Options lapsed because of resignations 4,068,663 1,823,664
Options Exercise - 139,010
Balance 3,353,049 1,865,326
NOTE 44 - ADDITIONAL INFORMATION
a) CIF value of imports
(` million)
Capital goods 122.1 1,616.4
Store and spares 207.3 108.3
Raw materials 555.3 528.6
rd
b) Expenditure in foreign currency
(` million)
Travelling 4.4 4.6
Others 213.7 134.2
c) VaIue of raw materiaI / stores and spares consumed
(` million)
Imported Indigenous Imported Indigenous
Raw materials 555.3 17,642.9 528.6 15,726.3
Percentage % 3.1 96.9 3.3 96.7
Components, store and spares and packing
material
207.3 1304.8 108.3 1,160.0
Percentage % 13.7 86.3 8.5 91.5
d) Earnings in foreign exchange
(` million)
Export of goods calculated on FOB value 16,081.7 14,413.8
NOTE 45 - Previous year's fgures have been regrouped/reclassifed wherever necessary to correspond with the current year's
classifcation/disclosure.

RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
Place : Ludhiana
Date : May 15, 2013
PAWAN JAIN
Company Secretary
ARUN GOYAL
Independent Auditors Report to the
Board of Directors of Trident Limited
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
We have audited the accompanying consolidated fnancial
statements of TRIDENT LIMITED (the Company) and its
subsidiary (the Company and its subsidiary constitute the
Group), which comprise the Consolidated Balance Sheet as at
March 31, 2013, the Consolidated Statement of Proft and Loss
and the Consolidated Cash Flow Statement for the year then
ended, and a summary of the signifcant accounting policies and
other explanatory information.
MANAGEMENTS RESPONSIBILITY FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The Companys Management is responsible for the preparation
of these consolidated fnancial statements that give a true and
fair view of the consolidated fnancial position, consolidated
fnancial performance and consolidated cash fows of the Group
in accordance with the accounting principles generally accepted
in India. This responsibility includes the design, implementation
and maintenance of internal control relevant to the preparation
and presentation of the consolidated fnancial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated
fnancial 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 consolidated fnancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the consolidated
fnancial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of
material misstatement of the consolidated fnancial statements,
whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the Companys
preparation and presentation of the consolidated fnancial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the Companys internal control. An audit also includes evaluating
the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the
Management, as well as evaluating the overall presentation of the
consolidated fnancial statements.
We believe that the audit evidence we have obtained is suffcient
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, and based on the consideration
of the report of the other auditor on the fnancial statements of
the subsidiary referred to below in the Other Matter paragraph,
the aforesaid consolidated fnancial statements give a true and
fair view in conformity with the accounting principles generally
accepted in ndia:
(a) in the case of the Consolidated Balance Sheet, of the state of
affairs of the Group as at March 31, 2013;
(b) in the case of the Consolidated Statement of Proft and Loss,
of the proft of the Group for the year ended on that date; and
(c) in the case of the Consolidated Cash Flow Statement, of the
cash fows of the Group for the year ended on that date.
OTHER MATTERS
(i) We did not audit the fnancial statements of subsidiary viz.
Trident Global Corp Limited whose fnancial statements refect
total assets (net) of `5.5 million as at March 31, 2013, total
revenue of `0.3 million and net cash fows amounting to `4.7
million for the year ended on that date, as considered in the
consolidated fnancial statements. These fnancial statements
have been audited by other auditors whose reports have been
furnished to us by the Management and our opinion, in so
far as it relates to the amounts and disclosures included in
respect of the subsidiary is based solely on the report of the
other auditor.
(ii) We have relied on the unaudited fnancial statements of
associates viz. Lotus Integrated Texpark Limited, Trident
Infotech Inc., and Trident Global Inc. wherein Groups share
of proft aggregate `0.2 million. These unaudited fnancial
statements as approved by the respective Boards of
Directors of these Companies have been furnished to us by
the management and our report in so far as it relates to the
amounts included in respect of the associates is based solely
on such approved unaudited fnancial statements.
Our opinion is not qualifed in respect of other matters.
VIJAY AGARWAL
rd
Consolidated Balance Sheet
as at March 31, 2013
(` million)
Particulars Note
No.
As at
March 31, 2013
As at
March 31, 2012
I EQUITY AND LIABILITIES
1 Shareholders funds
a) Share capital 3 3,108.4 3,058.4
b) Reserves and surplus 4 3,952.9 3,424.6
c) Money received against share warrants 40 - 21.3
2 Non-current liabilities
a) Long term borrowings 5 9,491.8 12,725.7
b) Deferred tax liabilities (net) 32 1,070.1 759.8
c) Long term provisions 6 42.9 30.1
3 Current liabilities
a) Short term borrowings 7 9,673.6 7,356.5
b) Trade payables 8 1,658.5 1,821.7
c) Other current liabilities 9 3,841.5 3,447.6
d) Short term provisions 10 27.8 19.1
Total 32,867.5 32,664.8
II ASSETS
1 Non-current assets
a) Fixed assets
i) Tangible assets 11 19,622.2 21,400.3
ii) Intangible assets 11 60.0 79.2
iii) Capital work in progress 280.5 63.8
b) Non-current investments 12 613.7 555.3
c) Long term loans and advances 13 1,224.6 1,151.9
2 Current assets
a) Current investments 14 25.0 -
b) Inventories 15 6,910.8 5,204.0
c) Trade receivables 16 2,322.1 1,919.0
d) Cash and bank balances 17 335.7 230.3
e) Short-term loans and advances 18 1,436.6 2,049.2
f) Other current assets 19 36.3 11.8
Total 32,867.5 32,664.8
Consolidated Statement of Proft and Loss
(` million)
Particulars Note
No.
For the year ended
March 31, 2013
For the year ended
March 31, 2012
1 REVENUE FROM OPERATIONS
Gross sale of products and services 20 33,725.7 27,616.7
Less: Excise duty (373.9) (293.9)
33,351.8 27,322.8
2 Other income 21 224.4 201.6
3 Total Revenue (1+2) 33,576.2 27,524.4
4 EXPENSES
Cost of material consumed 22 18,198.2 16,254.3
Purchase of stock in trade 23 226.1 191.4
Changes in inventories of fnished goods
and work-in-progress
24 (9.6) (189.8)
Employee benefts expense 25 2,378.6 2,014.9
Finance costs 26 2,352.8 1,717.8
Depreciation and amortization expense 11 2,614.4 2,075.3
Other expense 27 7,005.2 6,051.2
5 Total Expenses 32,765.7 28,115.1
6 Prot/(Ioss) before tax (3-5) 810.5 (590.7)
7 Tax Expenses
- Current tax 151.0 -
- Deferred tax charge/(credit) 277.5 (191.2)
- MAT credit entitlement (151.0) -
- Deferred tax charge for earlier years 32.8 37.9
- Current tax for earlier years 7.3 317.6 - (153.3)
8 Prot / (Loss) after tax before
consoIidated share of prot from
associates (6-7)
492.9 (437.4)
9 Share in proft of associates 0.2 2.7
10 Prot / (Loss) for the year (8+9) 493.1 (434.7)
11 Earnings/(Ioss) per equity share (face
value `10 each)
34
- Basic 1.60 (1.58)
- Diluted 1.60 (1.58)
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
rd
(` million)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net prot/(Ioss) before tax, share of prot of associates 810.5 (590.7)
Adjustments for:
Depreciation and amortization expenses 2,614.4 2,075.3
Finance costs 2,352.8 1,717.8
Interest income (43.3) (34.2)
Proft on sale of non-current investments (non trade) - (2.3)
Loss on sale of current investments (non trade) - 0.5
Provision for doubtful trade receivables 2.9 -
Provision for doubtful trade receivables no longer required
written back
(22.7) -
Bad debts recovered (22.5) -
Proft on sale of fxed assets (net) (15.9) 4,865.7 (27.1) 3,730.0
Operating prot before working capitaI changes 5,676.2 3,139.3
Changes in working capital:
Adjustments for (increase)/decrease in operating assets:
Inventories (1,706.8) 1,585.3
Trade receivables (383.3) 77.6
Short-term loans and advances 635.1 (591.1)
Long term loans and advances (115.9) (55.1)
Other current assets (17.3) 75.4
Adjustments for increase/(decrease) in operating liabilities:
Trade payables (163.2) (73.0)
Other current liabilities (31.2) 50.6
Short term provisions 8.7 (7.0)
Long term provisions 12.8 (1,761.1) (2.5) 1,060.2
Cash generated from operations 3,915.1 4,199.5
Income tax paid (net) (112.6) (38.9)
Net cash from operating activities (A) 3,802.5 4,160.6
B. CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on fxed assets, including capital advances (883.5) (6,181.5)
Proceeds from sale of fxed assets 86.1 86.3
Purchase of current investments (25.0) -
Proceeds from sale of current investments - 5.3
Purchase of long-term investments (58.2) (104.8)
Proceeds from sale of long-term investments - 7.1
Share application money received back - 30.0
Interest received 36.1 31.6
Dividend received - 17.4
Bank Balances not considered as cash and cash equivalents
- Placed (176.6) (50.7)
- Matured 21.9 6.2
Net cash from / (used) in investing activities (B) (999.2) (6,153.1)
Consolidated Cash Flow Statement
(` million)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares 63.9 511.9
Proceeds from issue of share warrants - 21.3
Proceeds from long term borrowings 548.2 6,737.9
Repayment of long term borrowings (3,420.1) (2,530.3)
Net increase/(decrease) in working capital borrowings 2,317.1 (552.7)
Finance costs (2,362.1) (1,704.5)
Dividend paid - (322.9)
Tax on dividend - (53.7)
Net cash from / (used) in nancing activities (C) (2,853.0) 2,107.0
Net increase / (decrease) in cash and cash equivalents (49.7) 114.5
Cash and cash equivalents as at April 1, 2012 140.9 22.6
Cash and cash equivalents from merger - 3.8
Cash and cash equivaIents as at March 31, 2013 91.2 140.9
Reconciliation of Cash and balances with the balance
sheet:
Cash and bank balances as per balance sheet 335.7 230.3
Less: Bank balances not considered as cash and cash
equivalents
In other deposits accounts 94.1 21.2
(original maturity more than 3 months)
Unpaid dividend accounts 12.9 12.5
Held as margin money or security against borrowings and
other commitments
137.5 55.7
Cash and cash equivaIents at the end of the year * 91.2 140.9
* Comprises:
(original maturity of 3 months or less) 19.0 -
91.2 140.9
VIJAY AGARWAL
Partner
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
PAWAN JAIN
Company Secretary
ARUN GOYAL
Place : Ludhiana
Date : May 15, 2013
Place : Ludhiana
Date : May 15, 2013
rd
Notes forming part of
the consolidated fnancial statements
NOTE 1 - CORPORATE INFORMATION
Trident Limited (the Company) is a public company domiciled
in India and incorporated under the provisions of the
Companies Act, 1956 on April 18, 1990. Trident Global Corp
Limited is wholly owned subsidiary of the Company. The
Group is engaged in manufacturing, trading and sale of yarn,
terry towels, paper, chemicals and sale of services.
NOTE 2 - BASIS OF CONSOLIDATION AND SIGNIFICANT
ACCOUNTING POLICIES
A Basis of accounting and preparation of consolidated
nanciaI statements
The consolidated fnancial statements of the Company and
its subsidiary (together the Group) have been prepared
in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) to comply with the
Accounting Standards notifed under the Companies
(Accounting Standards) Rules, 2006 (as amended) and
the relevant provisions of the Companies Act, 1956. The
fnancial statements have been prepared on accrual basis
under the historical cost convention.
B Principles of consolidation
The consolidated fnancial statements include the fnancial
statements of the Company and its wholly owned subsidiary
Trident Global Corp Limited (incorporated in India). The
fnancial statements of the Company and its subsidiary
have been combined on a line by line basis by adding
together the book values of all items of assets, liabilities,
incomes and expenses after eliminating all inter-company
balances/transactions and resulting unrealized gain/loss.
Investments in associates (entity over which the Company
exercises signifcant infuence, which is neither a
subsidiary nor a joint venture ) are accounted for using the
equity method in accordance with Accounting Standard 23
Accounting for investments in Associates in Consolidated
Financial Statements. Accordingly, the share of proft /
loss of each of the associate companies (the loss being
restricted to the cost of investment) has been added to /
deducted from the cost of investments. [Refer note 44].
The difference between the cost of investment in the
associate and the share of net assets at the time of
acquisition of shares in the associate is identifed in the
Consolidated fnancial statement as Goodwill or capital
reserve as the case may be.
The fnancial statements of the subsidiary company used
in the consolidation are based on the audited fnancial
statements which has been drawn upto the same
reporting date as that of the Company i.e., 31 March,
2013 and for associates as mentioned in note 44 below
for which audited fnancial statements as on reporting date
are not available. These have been consolidated based
on unaudited fnancial statements available as of the
reporting date.
C Use of estimates
The preparation of the consolidated fnancial statements
in conformity with Indian GAAP requires the Management
to make estimates and assumptions considered in the
reported amounts of assets and liabilities (including
contingent liabilities) and the reported income and
expenses during the year. The Management believes
that the estimates used in preparation of the consolidated
fnancial statements are prudent and reasonable. Future
results could differ due to these estimates and the
differences between the actual results and the estimates
are recognised in the periods in which the results are
known / materialise.
D Revenue recognition
Revenue is recognized at the time of transfer of all
signifcant risk and reward of ownership to the buyer and
company do not retain effective control of goods transferred
to a degree usually associated with ownership i.e., at the
point of dispatch of fnished goods to the customers.
Revenue from sale of IT enabled annual maintenance
contracts services is recognized on time proportion basis.
The revenue in respect of duty entitlement duty drawback
and similar other export benefts are recognized on post
export basis at the rate at which the entitlements accrues
and is included in the revenue from operations.
Insurance claims are recognised when there exists no
signifcant uncertainty with regard to the amounts to be
realized and the ultimate collection thereof.
E Borrowing costs
Borrowing costs include interest, amortisation of ancillary
costs incurred and exchange differences arising from
foreign currency borrowings to the extent they are regarded
as an adjustment to the interest cost. Borrowing costs,
allocated to and utilised for qualifying assets, pertaining
to the period from commencement of activities relating to
construction / development of the qualifying asset upto the
date of capitalisation of such asset is added to the cost of
the assets. Qualifying asset is one that necessarily takes
substantial period of time to get ready for its intended use.
F Government grants / subsidies
Government grants and subsidies are recognised when
there is reasonable assurance that the entity in the group
which is entitled for the grant will comply with the conditions
attached to them and the grants / subsidy will be received.
Government grants whose primary condition is that the
entity should purchase, construct or otherwise acquire
capital assets are presented by deducting them from the
carrying value of the assets. The grant is recognised as
income over the life of a depreciable asset by way of a
reduced depreciation charge. Government grants with
respect to TUF subsidy is deducted from related fnance
costs and with respect to refundable sales tax is accounted
for on accrual basis as other income.
G Accounting for taxes on income
Provision for taxation for the year is ascertained for each
of the entities in the Group on the basis of assessable
profts computed in accordance with the provisions of the
Income-tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the
tax laws, which gives future economic benefts in the form
of adjustment to future income tax liability, is considered as
an asset if there is convincing evidence that the Company
will pay normal income tax. Accordingly, MAT is recognised
as an asset in the Consolidated Balance Sheet when it is
probable that future economic beneft associated with it
will fow to the entity.
Deferred tax is recognized, subject to the consideration
of prudence, on timing differences, being the difference
between taxable income and accounting income that
originates in one period and are capable of reversal in one
or more subsequent periods. In respect of carry forward of
losses and unabsorbed depreciation, deferred tax assets
are recognized based on virtual certainty that suffcient
future taxable income will be available against which
such deferred tax asset can be realized.Deferred tax is
measured using the tax rates and the tax laws enacted or
substantively enacted as at the reporting date.
H EmpIoyee benets
The Company has various schemes of employees benefts
such as provident fund, employees state insurance
corporation (ESIC), gratuity and compensated absences,
which is dealt with as under:
Provident fund and employees state insurance corporation
(ESC) are the defned contribution schemes offered by
the Company. The contribution to these schemes are
charged to consolidated statement of proft and loss of the
year in which contribution to such schemes become due.
The gratuity liability in respect of employees of the Company
is covered through trusts group gratuity schemes managed
by Life Insurance Corporation of India, SBI Life Insurance
Company Limited, ICICI Prudential Life Insurance and
Metlife India Insurance Company Limited. The cost of
recognised in the consolidated statement of proft and loss
in the period in which they occur.
Short-term empIoyee benets
The undiscounted amount of short-term employee benefts
expected to be paid in exchange for the services rendered
by employees are recognised on an undiscounted accrual
basis during the year when the employees render the
service. These benefts include performance incentive
and compensated absences which are expected to occur
the employee renders the related service.
Long-term empIoyee benets
Compensated absences which are not expected to occur
the employee renders the related service are recognised
as a liability at the present value of the defned beneft
obligation as at the Balance Sheet date. The cost of
recognised in the consolidated statement of proft and loss
in the period in which they occur.
I Fixed assets
Fixed assets are stated at cost (net of CENVAT) less
accumulated depreciation. Cost of acquisition is inclusive
of freight, duties, taxes and other incidental expenses
and interest on loan taken for the acquisition of qualifying
assets up to the date of commissioning of assets.
The Company has adopted the provisions of para 46 / 46A
of AS 11 The Effects of Changes in Foreign Exchange
Rates, accordingly, the exchange differences arising after
April 1, 2007 on reinstatement/settlement of long term
rd
foreign currency borrowings relating to acquisition of
depreciable fxed assets are adjusted to the cost of the
respective assets and depreciated over the remaining
useful life of such assets.
J Depreciation/amortization
i) Depreciation on fxed assets [other than those referred
to in (ii) to (iv) below] is provided on straight line method
in accordance with Schedule XV to the Companies
Act, 1956.
ii) Assets costing `5,000 or less are fully depreciated in
the year of purchase.
iii) The intangible asset (software) is amortised over a
period of software license or 5 year, whichever is less.
iv) The leasehold land is amortized over the lease period.
K Investments
Long-term investments are carried at cost less provision, if
any, for diminution in value which is other than temporary.
Current investments are carried at lower of cost and fair
value.
L Inventories
Raw materials, stores and spares, fnished goods and
work in process are valued at cost or net realizable value,
whichever is lower. The basis of determining cost for
various categories of inventories are as follows:
- Raw materials: weighted average cost
- Work in process: cost of raw materials plus conversion
cost depending upon the stage of completion.
- Finished goods: cost of raw materials plus conversion
cost, packing cost and excise duty.
- Stores and spares: weighted average cost
M Foreign currency transactions
Exchange differences are dealt with as follows:
Foreign currency transactions are recorded at the
exchange rate prevailing as at the date of transactions
except export sales which are recorded at a rate notifed
by the customs for invoice purposes, such rate is notifed
in the last week of the month and is adopted for recording
export sales of the next month.
Monetary items denominated in a foreign currency are
reported at the closing rate as at the date of balance
sheet. Non-monetary items, which are carried at fair
value denominated in a foreign currency, are reported at
the exchange rate that existed when such values were
determined, otherwise on historical exchange rate that
existed on the date of transaction.
The exchange difference arising on the settlement of
monetary items or on reporting these items at rate different
from the rates at which these were initially recorded/
reported in previous fnancial statements are recognized
as income/expense in the period in which they arise except
that such exchange differences which relate to fxed assets
(Refer H above). Further, where foreign currency liabilities
have been incurred in connection with fxed assets where
the exchange difference during the construction period are
adjusted in the cost of the concerned fxed assets.
In case of forward exchange contracts, the premium
or discount arising at the inception of such contracts is
amortized as income or expense over the life of the
contract. Further exchange difference on such contracts
i.e. difference between the exchange rate at the reporting
/ settlement date and the exchange rate on the date of
inception of contract / the last reporting date, is recognized
as income/expense for the period except that such
exchange difference which relate to fxed assets are
capitalized in the carrying amount of these assets. Further,
where such contracts have been entered in connection
with fxed assets, the exchange differences arising during
construction period are adjusted in the cost of concerned
fxed assets.
N Impairment of assets
The carrying values of assets/cash generating units at
each balance sheet date are reviewed for impairment.
If any indication of impairment exists, the recoverable
amount of such assets is estimated and impairment is
recognised, if the carrying amount of these assets exceeds
their recoverable amount. The recoverable amount is the
greater of the net selling price and their value in use. Value
in use is arrived at by discounting the future cash fows to
their present value based on an appropriate discount factor.
When there is indication that an impairment loss recognised
for an asset in earlier accounting periods no longer exists
or may have decreased, such reversal of impairment loss
is recognised in the consolidated statement of proft and
loss, except in case of revalued assets.
O Segment reporting
The Company identifes primary segments based on
the dominant source, nature of risks and returns and
the internal organisation and management structure.
The operating segments are the segments for which
separate fnancial information is available and for which
operating proft/loss amounts are evaluated regularly by
the executive Management in deciding how to allocate
resources and in assessing performance.
P Employee share-based payments
The Company has constituted employee stock option
plans - 2007 and 2009. Employee stock options granted
are accounted under the 'ntrinsic Value Method' stated
in the guidance note on employee share based payments
issued by the Institute of Chartered Accountants of India.
Q Leases
Lease arrangements where the risks and rewards
incidental to ownership of an asset substantially vest with
the lessor are recognised as operating leases. Lease
rentals under operating leases are recognised in the
consolidated statement of proft and loss.
R Provisions and contingent liabilities
A provision is recognised when the Company has a present
obligation as a result of past events and it is probable
that an outfow of resources will be required to settle the
obligation in respect of which a reliable estimate can be
made. Provisions are not discounted to their present value
and are determined based on the best estimate required
to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to
refect the current best estimates. Contingent liabilities are
disclosed in the notes.
S Earnings per share
Basic earnings per share are calculated by dividing
the net proft or loss for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year.
For calculating diluted earnings per share, the net proft
or loss for the year attributable to equity shareholders
and the weighted average number of shares outstanding
during the year are adjusted for the effects of all dilutive
potential equity shares.
T Operating cycle
Based on the nature of products / activities of the Group
and the normal time between acquisition of assets and
their realisation in cash or cash equivalents, the Group
has determined its operating cycle as 12 months for the
purpose of classifcation of its assets and liabilities as
current and non-current.
U Derivative Contracts
The derivative contracts i.e option contracts are marked-
to-market and losses are recognized in the Statement
of Proft and Loss. Gains arising on the same are not
recognized until realized on grounds of prudence.
V Material events
Material events occurring after the Balance Sheet date are
taken into cognizance.
(` million)
NOTE 3 - SHARE CAPITAL
Authorised
Equity shares of `10 each (with voting rights) 6,086,000,000 60,860.0 6,081,000,000 60,810.0
Preference shares of `10 each 3,005,000,000 30,050.0 3,005,000,000 30,050.0
90,910.0 90,860.0
Issued, Subscribed and Paid up
Equity shares of `10 each (with voting rights)
fully paid up (refer (a), (b), (c) and (d) below) 310,837,112 3,108.4 305,837,112 3,058.4
Total 3,108.4 3,058.4
(a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:
i) Issued, Subscribed and Paid up equity shares
Shares outstanding at the beginning of the year 305,837,112 3,058.4 222,301,511 2,223.0
Shares issued during the year 5,000,000 50.0 83,535,601 835.4
Shares outstanding at the end of the year 310,837,112 3,108.4 305,837,112 3,058.4
(b) Rights, preferences and restrictions attached to the equity sharehoIders:
The Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.
rd
c) The details of shareholder holding more than 5 percent shares:
Madhuraj Foundation 120,484,000 38.8% 94,788,428 31.0%
Trident Group Limited 30,000,000 9.7% 50,642,400 16.6%
Trident Capital Limited 20,000,000 6.4% 15,000,000 4.9%
Prudent Traders Private Limited 18,860,000 6.1% 18,860,000 6.2%
(d) Number shares allotted as fully paid up pursuant to contract(s) without payment being received in cash.
Shares allotted pursuant to the scheme of amalgamation
during last 5 years
53,503,427 17.2% 53,503,427 17.5%
(` million)
NOTE 4 - RESERVES AND SURPLUS
a) Capital reserve
Add: Due to amalgamation - 628.5 541.9 628.5
b) Securities premium reserve
Add: On conversion of share warrants (refer note 40) 35.2 785.5 211.5 750.3
c) General reserve
Add: Transferred from statement of proft and loss - 20.0 - 20.0
d) SurpIus in statement of prot and Ioss
Opening balance 2,025.8 2,443.1
Net proft/(loss) for the year 493.1 (434.7)
Add: Dividend on shares held through trust - 2,518.9 17.4 2,025.8
Total 3,952.9 3,424.6
NOTE 5 - LONG TERM BORROWINGS
Term loans - secured
From banks 9,482.9 12,659.6
From fnancial institutions - 37.5
Other loans - secured
Vehicle loans from banks 8.9 28.6
Total 9,491.8 12,725.7
Term loans
Term loans from banks and fnancial institutions are secured by way of equitable mortgage created or to be created on all the present and future
immovable properties including all land, buildings, structures, all plant and machinery attached thereon of the Company and hypothecation of
all the movable properties including movable machinery spares, tools and accessories, etc., present and future, subject to prior charges created
and / or to be created in favour of the Company's bankers on stocks of raw materials, semi fnished and fnished goods, consumable stores and
other movable, as may be required for working capital requirements in the ordinary course of business. The mortgages and charges referred to
above rank pari-passu among the lenders (refer note 41 for repayment terms).
Includes `1,145.8 million (previous year `1,391.5 million) buyers credits loan taken by the Company for a period of up to 3 years from foreign
banks against term loans sanctioned by Indian banks. As per agreed terms, these buyer credit loans would be repaid to foreign banks by Indian
banks out of term loan amount sanction to the Company by these Indian banks.
Vehicles loans
Vehicle loans are secured by hypothecation of vehicles acquired against such loans (refer note 41 for repayment terms).
For the current maturities of long-term borrowings refer note 9 other current liabilities.
(` million)
NOTE 6 - LONG TERM PROVISIONS
Gratuity 10.5 -
Total 42.9 30.1
NOTE 7 - SHORT TERM BORROWINGS
Cash credits/working capital loans - secured 9,673.6 7,356.5
Total 9,673.6 7,356.5
Cash credits/working capitaI Ioans
Cash credits/ working capital loans are secured by hypothecation of raw materials, semi fnished and fnished goods, stock-in-process,
consumable stores, other movable assets and book debts, present and future, of the Company. The limits are further secured by way of second
pari passu charge on the immovable properties of the Company.
NOTE 8 - TRADE PAYABLES
Acceptances 198.2 301.7
Other than Acceptances (refer note 33) 1,460.3 1,520.0
Total 1,658.5 1,821.7
NOTE 9 - OTHER CURRENT LIABILITIES
Current maturities of long-term debt - secured 3,232.7 2,754.3
Interest accrued but not due on loans 10.3 19.6
Dividend payable/unclaimed dividend* 12.9 12.5
Statutory remittances 63.3 64.4
Capital creditors 62.9 107.2
Payables to employees 264.5 269.1
Advances from customers 85.6 69.9
Security deposits - unsecured 109.3 122.6
Other liabilities - 28.0
Total 3,841.5 3,447.6
* Will be credited to nvestor Education and Protection Fund on the expiry of 7 years from the due date.
NOTE 10 - SHORT TERM PROVISIONS
Total 27.8 19.1
rd
NOTE 11 - FIXED ASSETS
(` million)
As at
March 31,
2012
Additions
during the
year
SaIes /
Adjust-
ment
As at
March 31,
2013
As at
March 31,
2012
For the
year
SaIes /
Adjust-
ment
Upto
March 31,
2013
As at
March 31,
2013
As at
March 31,
2012
A) Tangible
Assets
Land
- Freehold 915.9 70.7 - 986.6 - - - - 986.6 915.9
- Leasehold 702.0 - - 702.0 12.9 7.6 - 20.5 681.5 689.1
Buildings 4,624.3* 138.9 1.1 4,762.1 650.6 140.1 - 790.7 3,971.4 3,973.7
Plant and
machinery
26,203.9
#
604.2 130.6 26,677.5 10,764.1 2,400.9 70.7 13,094.3 13,583.2 15,439.8
Furniture and
fxtures
190.2 35.7 - 225.9 82.6 12.6 - 95.2 130.7 107.6
Offce
equipments
142.1 11.7 0.4 153.4 49.1 5.8 0.1 54.8 98.6 93.0
Computers 164.6 17.3 0.4 181.5 101.4 12.4 0.2 113.6 67.9 63.2
Vehicles 182.2 8.3 21.3 169.2 64.2 15.2 12.5 66.9 102.3 118.0
B) Intangible
Assets
Software 197.5 0.6 - 198.1 118.3 19.8 - 138.1 60.0 79.2
Total 33,322.7 887.4 153.8 34,056.3 11,843.2 2,614.4 83.5 14,374.1 19,682.2 21,479.5
Notes:
1. Additions to plant and machinery includes exchange fuctuation loss of `390.8 million (Previous year `421.3 million).
2. Sales /adjustment to plant and machinery includes exchange fuctuation gain of `33.8 million (Previous year `20.0 million).
* Building includes `16.0 million being expenses incurred by the Company towards construction of canal for sourcing of water, ownership of which
belongs to Government of Punjab (Department of Irrigation), which has been fully amortised.
# Plant and machinery includes `15.5 million being expenses incurred by the Company towards laying of feeder line, ownership of which belongs to
Punjab State Electricity Board, which has been fully amortised.
NOTE 11 - FIXED ASSETS (Contd.)
As at
March 31,
2011
Additions
as per
ama-
lgamation
Additions
during the
year
SaIes /
Adjust-
ment
As at
March 31,
2012
As at
March 31,
2011
Additions
as per
ama-
lgamation
For the
year
SaIes /
Adjust-
ment
Upto
March 31,
2012
As at
March 31,
2012
C) Tangible
Assets
Land
- Freehold 626.3 219.5 70.1 - 915.9 - - - - - 915.9
- Leasehold 37.0 665.0 - - 702.0 5.2 - 7.7 - 12.9 689.1
Buildings 3,438.2 11.9 1,174.2 - 4,624.3 542.5 0.3 107.8 - 650.6 3,973.7
Plant and
machinery
20,973.8 - 5,376.9 146.8 26,203.9 8,980.0 - 1,901.3 117.2 10,764.1 15,439.8
Furniture and
fxtures
139.9 1.6 49.5 0.8 190.2 74.2 0.3 8.3 0.2 82.6 107.6
Offce
equipments
118.8 - 28.3 5.0 142.1 44.6 - 5.2 0.7 49.1 93.0
Computers 146.1 14.0 21.3 16.8 164.6 86.4 12.6 13.1 10.7 101.4 63.2
Vehicles 196.1 1.6 14.1 29.6 182.2 58.6 0.2 16.5 11.1 64.2 118.0
D) Intangible
Assets
Software 150.7 - 46.8 - 197.5 102.9 - 15.4 - 118.3 79.2
Total 25,826.9 913.6 6,781.2 199.0 33,322.7 9,894.4 13.4 2,075.3 139.9 11,843.2 21,479.5
(` million)
NOTE 12 - NON CURRENT INVESTMENTS
(Unquoted, at cost or under)
I. Investments in equity instruments (trade)
Associates:
24,500 (Previous year 24,500) common stock of USD 1 each
fully paid up of Trident Global nc., USA (Formerly Abhishek
Industries Inc.), written off in earlier year. - -
2,450 (Previous year 2,450) common stock of USD 1 each fully
paid up of Trident Infotech Inc., USA (includes goodwill of `0.1
million) 0.1 0.1
Less: Group share of loss upto year end - 0.1 - 0.1
10,000,000 (Previous year 10,000,000) equity Shares of `10
each fully paid up of Lotus Integrated Texpark Limited* (net off
Capital Reserve of `17.4 million) 100.0 100.0
Less: Group share of loss upto year end (1.0) 99.0 (1.2) 98.8
Others:
31,100,000 (Previous year 25,600,000) equity shares of `10
each fully paid up of Trident Corporation Limited* 302.5 247.5
120,000 (Previous year 120,000) equity shares of `10 each
fully paid up of Nimbua Greenfeld (Punjab) Limited 1.2 1.2
402.8 347.6
II. Investments in preference share (trade)
5,000,000 (Previous year 5,000,000) 7% non cumulative
redeemable preference shares of `10 each fully paid up of IOL
Chemicals and Pharmaceuticals Limited 50.0 50.0
50.0 50.0
III. Others (Non-trade)
32,000 (Previous year 32,000) units of face value of `630
each, fully paid up (Previous year `529 per unit) of Kotak India
Venture Fund (Private Equity fund) 15.4 12.2
IV. Interest (Equity) in TAL Benet Trust (refer note 42(b)) 145.5 145.5
Total 613.7 555.3
Aggregate book value - unquoted 613.7 555.3
* The Company has executed a non-disposal undertaking in favour of various banks that have provided fnancial assistance to these companies.
NOTE 13 - LONG TERM LOANS AND ADVANCES
Capital Advances 168.4 316.9
Security deposits 324.0 253.6
Advance income tax [net of provisions `838.5 million 23.6 69.3
(Previous year `709 million)]
MAT credit entitlement 413.1 262.1
Government Subsidy 95.5 -
Total 1,224.6 1,151.9
NOTE 14 - CURRENT INVESTMENTS
Current (Non trade) (Unquoted, at cost or fair vaIue, whichever
is lower)
Debt linked mutual funds
1,779,245 (Previous year nil) units of face value of `10 each fully
paid up of SB Dynamic Bond Fund - Growth (Market value as on
31.03.2013 is `26.3 million)
25.0 -
Total 25.0 -
rd
(` million)
NOTE 15 - INVENTORIES *
Stock in trade
- Raw materials 5,008.2 3,276.6
- Work in process [refer (a) below] 858.9 812.8
- Finished goods 731.5 767.9
Stores and spares 312.2 346.7
Total 6,910.8 5,204.0
(a) Work in progress comprises
Yarn 218.5 273.7
Towel 577.3 492.7
Paper 63.1 46.4
858.9 812.8
* At cost or net realizable value, whichever is lower
NOTE 16 - TRADE RECEIVABLES
Trade receivables outstanding for a period exceeding
six months from the date they were due for payment
- Considered good 30.0 1.5
- Considered doubtful 39.2 36.3
69.2 37.8
Less: Provision for doubtful trade receivables 39.2 30.0 36.3 1.5
Others 2,363.23 2,011.4
Less: Provision for doubtful trade receivables 71.2 2,292.1 93.9 1,917.5
Total 2,322.1 1,919.0
NOTE 17 - CASH AND BANK BALANCES
Cash and cash equivaIent
(original maturity of 3 months or less) 19.0 91.2 - 140.9
Other bank baIances
In other deposits accounts
(original maturity more than 3 months) 94.1 21.2
- In earmarked accounts
(i) Unpaid dividend accounts 12.9 12.5
(ii) Held as margin money or security against
borrowings and other commitments 137.5 244.5 55.7 89.4
Total 335.7 230.3
Of the above, the balances that meet the defnition of cash and
cash equivalents as per AS 3 Cash Flow Statement.
91.2 140.9
(` million)
NOTE 18 - SHORT TERM LOANS AND ADVANCES
Loans and advances to related parties 32.6 90.4
Loans and advances to employees 16.8 9.1
Prepaid expense 102.1 71.6
Balance with customs, excise and port trust authorities 819.3 759.7
Others 91.1 133.9
Total 1,436.6 2,049.2
NOTE 19 - OTHER CURRENT ASSETS
Interest accrued on deposits 18.1 10.9
Insurance claim receivables 18.2 0.9
Total 36.3 11.8
March 31, 2013
For the year ended
March 31, 2012
NOTE 20 - REVENUE FROM OPERATIONS
Sale of products:
Manufactured
- Yarn 12,667.9 7,382.8
- Processed yarn 309.5 263.8
- Towel 11,964.0 12,126.2
- Paper 7,134.4 6,373.9
- Sulphuric acid 401.1 379.1
Traded
- Towel 287.2 260.0
Sale of services 18.2 10.6
Other operating revenue:
Waste sale 943.4 820.3
Total 33,725.7 27,616.7
NOTE 21 - OTHER INCOME
Interest income 43.3 34.2
Loss on sale of current investments (non-trade) - (0.5)
Proft on sale of non-current investments (non-trade) - - 2.3 1.8
Provision for doubtful trade receivables, no longer required written
back
22.7 -
Bad debts recovered 22.5 -
Proft on sale of fxed assets (net) 15.9 27.1
Sales tax subsidy 51.8 95.4
Miscellaneous income 68.2 43.1
Total 224.4 201.6
rd
(` million)
March 31, 2013
For the year ended
March 31, 2012
NOTE 22 - COST OF MATERIAL CONSUMED
Raw material consumed
Opening stock 3,276.6 5,209.3
Add: Purchase of raw material 19,929.8 14,321.6
23,206.4 19,530.9
Less: Closing stock 5,008.2 3,276.6
Net consumption (refer (a) below) 18,198.2 16,254.3
a) Raw material consumed comprises:
Cotton and fbers 10,858.8 8,998.1
Yarn 3,596.5 3,594.7
Dyes and chemicals 2,343.4 2,234.9
Agro based products 1,310.5 1,310.5
Others 89.0 116.1
Total 18,198.2 16,254.3
NOTE 23 - PURCHASE OF STOCK IN TRADE
Towels for resale 701.0 723.1
Less: sale of material bought back after processing (474.9) (531.7)
Total 226.1 191.4
NOTE 24 - CHANGE IN INVENTORIES OF
FINISHED GOODS AND WORK-IN-PROGRESS
Opening Stock
Work-in-process 812.9 1,580.8 664.6 1,231.5
Add: Stock on commissioning of new plants
Finished goods - 80.8
Work-in-process - - 78.7 159.5
Less : Closing Stock
Work-in-process 858.9 1,590.4 812.9 1,580.8
(Increase) / decrease (9.6) (189.8)
NOTE 25 - EMPLOYEE BENEFITS EXPENSES
(Refer note 31)
Salaries and wages 2,103.0 1,808.4
Contribution to provident and other funds 257.2 161.8
Staff welfare expenses 18.4 44.7
Total 2,378.6 2,014.9
NOTE 26 - FINANCE COSTS
Interest expense
- On loans for fxed period * 1,214.9 793.0
- Others 973.4 680.8
Other borrowing costs 164.5 100.8
Fluctuation on foreign currency transactions and translations - 143.2
Total 2,352.8 1,717.8
* The Ministry of Corporate Affairs issued a circular no. 25/2012 dated 09.08.2012 clarifying that all exchange differences on long term foreign
currency borrowings for capital expenditure should be capitalized. Accordingly, exchange difference amounting to `61.4 million expensed in
fnancial year 2011-12 have been reversed under "Finance costs in the current year.
(` million)
March 31, 2013
For the year ended
March 31, 2012
NOTE 27 - OTHER EXPENSES
Packing material and charges 916.4 763.6
Power and fuel (net of utilized by others) 2,654.4 2,152.4
Rent 45.3 48.0
Repairs and maintenance
- Plant and machinery 74.6 35.8
- Buildings 50.6 31.4
- Others 12.6 7.6
Insurance charges 76.8 69.8
Rates and taxes 33.2 24.2
Commission 311.9 238.8
Freight, clearing and octroi charges 926.3 730.8
Rebates and discount 173.1 122.5
Business promotion 64.7 60.5
Net loss of foreign currency transaction and translation 630.9 659.3
Auditors' remuneration (refer note 30) 8.4 8.0
Travelling and conveyance 47.3 48.4
Postage and telephone 25.2 25.5
Doubtful debts and advances written off 5.7 4.0
Provision for doubtful trade receivables 2.9 128.7
Charity and donation 5.2 11.7
Miscellaneous expenses 235.1 307.4
Total 7,005.2 6,051.2
NOTE 28 - CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
(` million)
Particulars As at
March 31, 2013
As at
March 31, 2012
I. Contingent liabilities
a) Claims* (excluding claims by employees where amounts are not ascertainable) not
acknowledged as debt:
- Service Tax 5.7 4.1
- Excise duty 45.6 82.5
- Income Tax 9.4 11.0
- Others 0.5 0.5
b) Bills discounted 1,963.5 995.3
c) Guarantees given to banks on behalf of others `1978.1 million (Previous year `1358.1
million) - Loan availed
1,187.4 676.1
II. Commitments
a) Estimated amount of contracts remaining to be executed on capital account (net of
advances)
41.4 53.4
b) Other commitments #
* All the above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings when ultimately concluded will
not, in the opinion of the management, have a material effect on the results of operations or fnancial position of the Company.
#The Company has other commitments for purchase/sale orders which are issued after considering requirements per operating cycle for
purchase/sale of goods and services, employee benefts. The Company does not have any long term commitment or material non cancelable
contractual commitments/contracts which might have a material impact on the fnancial statements other than commitment given for advertisement
in print media of `280.8 million, for which the Company has given advance.
rd
NOTE 29 - There are no disputed dues of sales tax, wealth tax and cess matters which have not been deposited by the Company.
The details of disputed excise duty, service tax, custom duty and income-tax dues as at March 31, 2013 are as follows:
(` million)
Statue Nature of Dues Forum where dispute is pending Amount
involved
Period to which the amount relates
late Tribunal
122.0 2008-09, 2009-10 & 2010-11
Central Excise Law Custom Duty Revisionary Authority, Deptt of Revenue,
New Delhi
0.5 2008-09 & 2009-10
Service Tax Service Tax Customs, Excise and Service Tax Appel-
late Tribunal
3.2 2008-09 & 2009-10
Service Tax Service Tax Commissioner (Appeals), Chandigarh 2.5 2006-07, 2007-08 & 2008-09
Income Tax Act Income Tax Assistant Commissioner of Income Tax 9.4 2004-05
Income Tax Act Income Tax Income Tax Appellate Tribunal 0.3 2006-07
Income Tax Act Income Tax Supreme Court 10.0 2004-05
The following matters have been decided in favour of the Company, although the Department has preferred appeals at higher levels:
(` million)
Statue Nature of Dues Forum where department has
preferred appeals
Amount Period to which the amount relates
Central Excise Law Excise Duty Customs, Excise and Service Tax
Appellate Tribunal
40.0 2005-06 & 2006-07
Central Excise Law Excise Duty Punjab & Haryana High Court,
Chandigarh
4.1 2002-03 & 2003-04
Service Tax Act Service Tax Customs, Excise and Service Tax
Appellate Tribunal
2.0 2004-05 & 2005-06
Income Tax Act Income Tax Income Tax Appellate Tribunal 73.2 (A.Y.) 2004-05, 2005-06,
2006-07 & 2008-09
Income Tax Act Income Tax High Court 5.5 (A.Y.) 1989-90,
1997-98 & 1999-00
NOTE 30 - AUDITORS REMUNERATION
(` million)
As auditors (audit fee) 4.8 3.8
In other capacities
- Limited Review 3.3 3.1
- Others 0.2 1.0
Reimbursement of expenses 0.1 0.1
NOTE 31 - EMPLOYEE BENEFITS
a) Dened contribution pIans
The Company makes contribution towards employees provident fund and employees state insurance plan scheme. Under
the schemes, the Company is required to contribute a specifed percentage of payroll cost, as specifed in the rules of the
schemes, to these defned contribution schemes. The Company recognized `161.6 million (Previous year `149.0 million)
during the year as expense towards contribution to these plans. Out of total contribution, `Nil (Previous year `8.5 million) is
included under fxed assets / capital work in progress.
(` million)
Company's contribution to provident fund 117.5 105.3
Company's contribution to employee's state insurance scheme 32.9 33.6
Administrative charges on above 11.2 10.1
b) Dened benet pIans
Gratuity scheme
The amount of gratuity has been computed based on respective employees salary and the years of employment with
the Company. Gratuity has been accrued based on actuarial valuation as at the balance sheet date, carried out by an
independent actuary. The amount is funded through trusts group gratuity schemes managed by Life Insurance Corporation
of India, SBI Life Insurance Company Limited, ICICI Prudential Life Insurance Company Limited and Metlife India Insurance
Company Limited. The Company is contributing to trusts towards the payment of premium of such group gratuity schemes.
Compensated Absences
Compensated absences include earned leaves and sick leaves. Long term compensated absences have been provided on
accrual basis based on year end actuarial valuation and short term compensated absences on actual basis.
(` million)
Gratuity Earned and
sick Ieave
Gratuity Earned and
sick Ieave
A Expenses recognized in the statement of prot and Ioss
Expected return on plan assets (15.9) - (10.5) -
Total Expenses 95.5 17.0 27.3 1.7
B Net IiabiIities recognized in the BaIance Sheet as at March 31, 2013
Present value of defned beneft obligation as at March 31, 2013 204.7 38.4 141.4 31.4
Fair value of plan assets with LC, SB Life, CC prudential, Metlife
and with Employee Trust *
(194.2) - (166.7) -
Funded status - unfunded 10.5 38.4 (25.3) 31.4
C Change in the obligation during the year ended March 31, 2013
Present value of defned beneft obligation at the beginning of the year 141.4 31.4 149.9 38.8
Beneft payments (47.7) (10.0) (46.3) (9.1)
Present vaIue of dened benet obIigation at the end of the year 204.7 38.4 141.4 31.4
D Change in assets during the year ended March 31, 2013
Plan assets at the beginning of the year 166.7 - 139.6 -
Expected return on plan assets 15.9 - 10.5 -
Contribution by the company 59.7 - 50.9 -
Actuarial (gains)/losses (0.4) - - -
Actual benefts paid (47.7) - (46.3) -
Plan assets at the end of the year 194.2 - 154.7 -
E Main actuarial assumptions
Discount rate 8.2% 8.2% 8.6% 8.6%
Rate of increase in compensation levels 7.0% 7.0% 7.0% 7.0%
Rate of return on plan assets 9.3% - 9.3% -
Mortality rate LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
LIC
(1994-96)
Ultimate
* The plan assets are maintained with Life Insurance Corporation of India, SBI Life Insurance Company Ltd, ICICI Prudential
Life Insurance Company Limited, Metlife India Insurance Company Limited and Trust. The details of the investment maintained
by these insurance companies are not available with the company and have not been disclosed. The trust has kept the amount
in bank account.
rd
(` million)
Particulars As at March 31
2013 2012 2011 2010 2009
Gratuity
Fair value of plan Assets at the end of the year 194.2 166.7 149.9 104.9 76.0
Net liability (asset) recognised in balance sheet 10.5 (25.3) - 2.9 2.0
Net actuarial (gains)/ losses recognised 72.0 1.7 14.6 12.1 (2.9)
Earned and sick Ieave
Fair value of plan Assets at the end of the year - - - - -
Net liability recognised in balance sheet 38.4 31.4 38.8 37.4 31.8
Net actuarial (gains)/ losses recognised 11.0 (3.7) (3.1) (3.3) (4.0)
The experience adjustments arising on plan liabilities and plan assets and the employers best estimate of contributions expected
to be paid in next fnancial year is not ascertained and is accordingly not disclosed above.
NOTE 32 - DEFERRED TAXATION
(` million)
Particulars As at March
31, 2013
As at March
31, 2012
Deferred tax liability (DTL) on account of accelerated depreciation 1,429.2 1,533.5
Less: Deferred Tax Asset (DTA) arising on
- expenses deductible on payment (128.1) (162.7)
- unabsorbed depreciation and brought forward losses (231.0) (611.0)
Net deferred tax liability 1,070.1 759.8
NOTE 33 - According to the records available with the Company, dues payable to entities that are classifed as Micro and Small
Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, during the year is `35.1 million (previous
year `23.6 million). The amount of interest accrued during the year and remaining unpaid as at March 31, 2013 is `Nil (Previous
year `0.1 million).
Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identifed on the basis
of information collected by the Management. This has been relied upon by the auditors.
NOTE 34 - THE EARNINGS/(LOSS) PER SHARE (EPS) DISCLOSED IN THE PROFIT AND LOSS ACCOUNT HAVE BEEN
CALCULATED AS UNDER:
(` million)
Proft/(loss) attributable to equity shareholders (A) 493.1 (434.7)
Weighted average number of equity shares (Nos) (B) 308,001,496 275,850,906
Potential dilutive equity shares (number)* (C) Nil Nil
Weighted average number of equity shares in computing diluted earning per share (D)=(B+C) 308,001,496 275,850,906
Basic earnings/(loss) per share (`per share) (face value of `10 each) (A/B) 1.60 (1.58)
Diluted earnings/(loss) per share (`per share) (face value of `10 each) (A/D) 1.60 (1.58)
* Nil, as exercise price of outstanding ESOP is more than the fair value of share, hence considered anti-dilutive.
NOTE 35 - PROJECT AND PRE OPERATIVE EXPENSES PENDING ALLOCATION INCLUDES:
(` million)
Opening Balance: 11.5 106.1
Add: Expenses incurred during the year:
Project and Pre-Operatives Expenses
Finance Cost (including foreign exchange fuctuation) 9.0 165.0
Electricity and Water Charges 0.2 26.6
Travelling and Conveyance 1.7 3.6
Bank charges 1.7 14.8
Others 0.7 26.0 55.3 401.0
Expenses incurred during trial run period
Raw material consumed - 1,271.9
Interest expenses - 245.5
Electricity and Water Charges - 145.7
Store and spares consumed - 25.8
Freight, Clearing and Octroi charges - 38.8
Commission - 21.9
Legal and professional - 0.3
Repair and Maintenance - 0.2
Travelling and Conveyance - 1.4
Others - 7.9
(ncrease)/decrease in work in progress and fnished goods - (159.4)
- 1,680.1
Less Income earned during trial run period
Sales - - 1,343.0 337.1
Grand Total 37.5 844.2
Less: Allocated to fxed assets and capital work in progress 16.8 832.7
Closing Balance, included in capital work in progress 20.7 11.5
NOTE 36 - THE RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD- 18 ARE AS UNDER:
A. Name of related party and nature of related party relationship
(i) Enterprises where control exists
a. Enterprise that controls the Company
- Madhuraj Foundation (directly or indirectly holds majority voting power)
(ii) Other reIated parties where transactions have taken pIace during the year:
a. Enterprises under the common control as the Company
- Trident Group Limited
- Trident Corporation Limited
- Trident Capital Limited
- Abhishek Ventures and Projects Limited
b. Enterprise on which Company exercise signifcant infuence
- Lotus Integrated Texpark Limited
- Trident Global Inc.
rd
c. Key management personnel and their relatives
- Mr. Rajinder Gupta (Ceased to be Managing Director w.e.f. April 23, 2012)
- Mr. Abhishek Gupta (Ceased to be Managing Director w.e.f.October 25, 2012)
- Mr. Deepak Nanda
- Mrs. Madhu Gupta
- Ms. Neha Gupta
B. Disclosure of transactions between the Company and related parties during the year and outstanding balances as
on March 31, 2013
(` million)
controls the
Company
Enterprises that
are under common
control as the
Company
Signicant
Inuence
Key management
personnel
Relative of Key
Management
Personnel
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Purchase of Goods/Services
- Trident Group Limited 8.7 -
- Trident Global Inc. 0.3 -
- Lotus Integrated Texpark Limited. 13.0 14.2
SaIe of Goods/Services
- Trident Corporation Limited 125.7 0.5
- Lotus Integrated Texpark Limited 1.4 -
Rent received
- Lotus Integrated Texpark Limited 0.5 0.5
- Mr. Rajinder Gupta 0.9 0.6
- Mr. Abhishek Gupta 1.5 -
Rent paid
Interest received
- Abhishek Ventures and Projects Limited 5.0 4.7
Security Deposit paid
- Madhuraj Foundation 60.0 -
Security Deposit written back
Remuneration paid
- Mr. Rajinder Gupta * 1.8 24.0
- Mr. Raman Kumar - 1.1
- Mr. Deepak Nanda 6.4 2.5
- Mrs Madhu Gupta 2.3 2.4
- Ms Neha Gupta 2.0 -
- Mr. Abhishek Gupta ** 15.5 - - 7.2
Investments made:
Equity shares aIIotted to
- Trident Capital Limited 85.3 255.8
Expenses incurred on behalf of:
Loans and advances given:
- Lotus Integrated Texpark Limited - 20.4
Balances as at March 31, 2013:
Share Application Money
- Trident Corporation Limited - 25.0
(` million)
controls the
Company
Enterprises that
are under common
control as the
Company
Signicant
Inuence
Key management
personnel
Relative of Key
Management
Personnel
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Security Deposit receivable:
Amounts receivable
- Abhishek Ventures and Projects Limited *** 23.2 64.4
Security Deposit payable:
Amounts payable
- Trident Group Limited 1.2 -
* Ceased to be Managing Director w.e.f. April 23, 2012
** Ceased to be Managing Director w.e.f.October 25, 2012
*** Subsequently recovered
NOTE 37 - SEGMENT INFORMATION
I Segment Accounting Policies
a. The business segments comprise of the following:
Yarn : Yarn manufacturing (ncluding utility service)
Towel : Towel, Dyed Yarn manufacturing (ncluding utility service)
Paper and Chemical : Paper and Sulphuric Acid (ncluding utility service)
nfotech : Sale of software and related services
b. Business segments have been identifed based on the nature and class of products and services, their customers and
assessment of differential risks and returns and fnancial reporting system within the Company.
c. The geographical segments considered for disclosure are based on markets, broadly as under:
Sale in the USA
Sale in rest of the world
d. Segment accounting policies: n addition to the signifcant accounting policies, applicable to the business as set out in
note 2, the accounting policies in relation to segment accounting are as under:
i. Segment assets and liabilities:
Segment assets include all operating assets used by a segment and consist principally of cash, debtors, inventories
and fxed assets including capital work in progress, net of allowances and provisions, which are reported as direct
offset in the balance sheet. Segment liabilities include all operating liabilities and consist principally of creditors and
accrued liabilities.
ii. Segment revenue and expenses:
J oint revenue and expenses of segments are allocated amongst them on reasonable basis. All other segment revenue
and expenses are directly attributable to the segments.
iii. nter segment sales: nter segment sales are accounted for at cost and are eliminated in consolidation.
rd
II. Detail of primary business segments:
(` million)
Particulars Yarn Towel Paper & Chemiclas Others Unallocable Elimination Consolidated Total
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
1 Segment revenue
- External Sales 13,477.6 8,084.7 12,644.8 12,716.8 7,217.7 6,511.3 11.7 10.0 33,351.8 27,322.8
- Inter segment
Sales
3,256.2 3,450.6 11.7 5.5 1.4 3.9 - (3,269.3) (3,460.0) - -
- Other incomce 103.6 149.3 37.9 13.3 28.4 18.5 3.6 50.9 20.5 224.4 201.6
Total revenue 16,837.4 11,684.6 12,694.4 12,735.6 7,247.5 6,533.7 15.3 10.0 50.9 20.5 (3,269.3) (3,460.0) 33,576.2 27,524.4
2 Segment results 1,340.4 (53.7) 1,194.8 1,291.4 1,049.8 295.7 (0.1) (12.5) 3,584.9 1,520.9
Unallocated
corporate
expenses (net
off unallocated
Income)
(421.6) (393.8)
Proft before
interest and tax
3,163.3 1,127.1
Interest expense (2,352.8) (1,717.8)
Provision for
taxation
(317.6) 153.3
3 Prot/(Ioss) for
the year, before
share of prot of
associates
492.9 (437.4)
4 Other Information
a Segment assets 16,714.7 16,568.2 6,996.2 6,744.1 8,747.2 8,688.0 1,015.1 1,024.0 (2,606.1) (2,092.1) 30,867.1 30,932.2
Unallocated
corporate assets
2,000.4 1,732.6 2,000.4 1,732.6
Total assets 16,714.7 16,568.2 6,996.2 6,744.1 8,747.2 8,688.0 1,015.1 1,024.0 2,000.4 1,732.6 (2,606.1) (2,092.1) 32,867.5 32,664.8
b Segment liabilities 1,218.3 952.1 807.6 815.4 2,706.4 2,683.5 2.0 3.2 (2,606.1) (2,092.1) 2,128.2 2,362.1
Unallocated
corporate liabilities
30,739.3 30,302.7 30,739.3 30,302.7
Total liabilities 1,218.3 952.1 807.6 815.4 2,706.4 2,683.5 2.0 3.2 30,739.3 30,302.7 (2,606.1) (2,092.1) 32,867.5 32,664.8
Capital
Expenditure
249.9 5,258.0 178.8 259.7 456.5 438.5 (8.1) 928.3 73.1 44.3 950.2 6,928.8
Depreciation 1,104.0 619.2 567.0 563.1 893.8 857.0 7.8 7.8 41.8 28.2 2,614.4 2,075.3
Non-Cash
expenses other
than depreciation
0.2 2.8 0.8 94.1 5.7 35.5 1.8 0.3 - 8.5 132.7
III. Secondary Segment Geographical:
(` million)
Current Year Previous Year
Segment sales in:
USA 8,796.5 8,575.9
Total Sales 33,351.8 27,322.8
Segment assets in:
USA 456.0 448.9
Capital expenditure:
USA - -
India and other countries 950.2 6,928.8
NOTE 38 - THE FOREIGN CURRENCY EXPOSURE OF THE COMPANY AS ON MARCH 31, 2013 IS AS UNDER:
a. Category wise quantitative data
Nos. Amounts
Current Year Previous Year Current Year Previous Year
Put and Call Option contracts - 9 - From USD 5.0
million to 6.4
million per month
Vanilla Call Option contracts - 4 - USD 0.73 million
Euro 0.10 million
Forward contracts against exports 135 359 USD 45.98 million USD 178.13 million
2 - GBP 0.12 million
Forward contracts against imports 39 11 USD 19.01 million USD 2.45 million
16 8 Euro 14.86 million Euro 3.67 million
2 - CHF 1.80 million
Forward contracts against foreign currency loans 6 2 USD 13.5 million USD 8.75 million
b. Derivative instruments are for hedging foreign exchange risk arising from underlined transaction, frm commitments and/or highly probable
forecast transactions.
c. Foreign currency exposures remaining unhedged at the year end:
Against Imports (Creditors) - Euro 0.5 million (Previous year Euro 0.1 million)
- USD 1.0 million (Previous year USD 1.3 million)
Against Imports ( Advance to Creditors) - Euro 0.1 million (Previous year Euro 0.6 million)
- USD Nil (Previous year USD 1.0 million)
- CHF 0.1 million (Previous year CHF Nil)
- J PY 1.2 million (Previous year J PY 1.1 million)
- SEK 0.1 million (Previous year SEK Nil)
Foreign Currency Loans - USD 44.48 million (Previous year USD 64.5 million)
Acceptances - USD Nil (Previous year USD 3.6 million)
- Euro Nil (Previous year Euro 15.2 million)
- CHF Nil (Previous year CHF 1.8 million)
NOTE 39 - The Company has entered into operating lease agreements for offces. These lease arrangements are cancellable in nature and
range between one to three years. The aggregate lease rentals under these agreements amounting to `45.3 million (Previous year `48.0
millions) have been charges under Rentin note 27.
NOTE 40 - MONEY RECEIVED AGAINST SHARE WARRANT
The Company on April 27, 2011 had issued warrants carrying an option to the holder of such warrants to subscribe to one equity share of `10
for every warrant held, within 18 months from the date of allotment of warrants, at a premium of `7.05 per share.
Pursuant to exercise of conversion option by the holder of warrants, the Company has, in accordance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009; allotted 50,00,000 equity shares of `10 each fully paid up for cash at a premium of `7.05 per share
i.e. at the price of `17.05 per equity share on October 25, 2012.
There is no warrants outstanding as on March 31, 2013, which can be converted into equity shares.
NOTE 41 - SECURED LOANS
A. Long term Ioans from banks and nanciaI institutions :
(` million)
Sr.
No.
9 919.2 1129.4 16 Quarterly installments of ` 54.5 Million.
13 288.2 362.0 18 Quarterly installments of `16.1 million.
rd
(` million)
Sr.
No.
7 monthly installments of `20.0 Million
16 Monthly installments of `17.5 Million
1 monthly installments of `20.0 Million.
27 0.0 16.4 -
The Company has given common security for these loans which has been given in note 5 and interest rates ranges from
10.5% to 12.5% p.a.
B. VehicIe Loans from banks
Vehicle loans are secured by hypothecation of vehicles acquired against such loans, repayable on equal monthly installments,
amount due in a year is `10.8 million (previous year `20.1 million)
NOTE 42 - AMALGAMATION OF THE ERSTWHILE TRIDENT INFOTECH LIMITED AND ERSTWHILE TRIDENT AGRITECH
LIMITED
(a) During previous year, pursuant to the Scheme of Arrangement for Amalgamation (the Scheme) of the erstwhile Trident
Infotech Limited (TIL) and erstwhile Trident Agritech Limited (TAL) with the Company under Sections 391 to 394 of the
Companies Act, 1956 approved by the Honble Punjab and Haryana High Court vide its Order dated September 29, 2011
which became effective on November 21, 2011 on fling of the certifed copy of the Order of the High Court in the Offce of
Registrar of Companies, at Chandigarh, all the properties, assets, both movable and immovable, liabilities and reserves of
TIL and TAL have without further act or deed, been transferred to and vested in the Company, as a going concern with effect
from the appointed date i.e. April 1, 2011.
The net surplus arising consequent to amalgamation of TIL and TAL in to the Company in terms of the Scheme had been
credited to Capital Reserve during previous year.
(b) Equity in Trident Benet Trust
The Company is a benefciary of a Trust viz. TAL Beneft Trust settled pursuant to the scheme of arrangement for
amalgamation of erstwhile Trident Agritech Limited with the Company as sanctioned by Honble Punjab and Haryana High
Court at Chandigarh vide its order dated September 29, 2011.
As at March 31, 2013, the benefcial interest of the Company in the TAL Beneft Trust is 14,548,387 (Previous year 14,548,387)
equity shares of Trident Limited aggregating to `145.5 million which is shown as Investment.
NOTE 43 - EMPLOYEE STOCK OPTIONS PLAN
The Compensation Committee of Board of Directors of the Company has granted options to the employees pursuant to Trident
Employees Stock Options Plan 2007 (the Plans) on J uly 9, 2007 (Grant I) and J uly 23, 2009 (Grant II). These options were
granted at `17.55 and `11.20 per option respectively, being the latest available closing market price prior to the date of grant
of options in accordance with SEBI guidelines. The quoted price of share on grant and the exercise price of option is equal
and therefore there is no impact in the statement of proft and loss due to Employee Share-based options as the Company is
following intrinsic value method.
The Company has not allotted any equity shares to employees during the year.
In respect of options granted under the Employees Stock Option Plan, in accordance with Guidance Note on Accounting for
Employee Share-based Payment issued by the Institute of Chartered Accountants of India, the details of Options outstanding is
as under:
Particulars Detail
ESOP Grant Date 09.07.2007 23.07.2009
Exercise period under the ESOP 5 years from the respective
dates of vesting
5 years from the respective
dates of vesting
Exercise Price `17.55 per option `11.20 per option
Vesting Period under the ESOP
End of First year 10% 10%
End of Second year 20% 20%
End of Third year 30% 30%
End of Fourth year 40% 40%
Total No. of Options granted 7,901,462 3,993,000
Total No. of Options Accepted 7,421,712 3,828,000
Options lapsed because of resignations 4,068,663 1,823,664
Options Exercise - 139,010
Balance 3,353,049 1,865,326
NOTE 44 - DETAILS OF TRIDENT LIMITED'S ASSOCIATES COMPANIES WHICH HAVE BEEN CONSIDERED IN THESE
CONSOLIDATED FINANCIAL STATEMENTS ARE AS BELOW:
Name of the Company Country of
Incorporation
% voting
power as an
associate held
as at March
31, 2013
Share of associates
prot/ (Ioss) incIuded in
Consolidated Statement of
Prot and Loss as at March
31, 2013 #
Share of associates
prot/ (Ioss) incIuded in
Consolidated Statement of
Prot and Loss as at March
31, 2012
(` million) (` million)
Lotus Integrated Texpark Limited India 44.96% 0.2 2.7
Trident Infotech Inc. USA 49.00% - * -*
Trident Global Inc. (Investment fully USA 49.00% - -
written off in earlier year)
#Also refer note 2B
* Share of loss of `2,668 (previous year `9,013)
NOTE 45 - ADDITIONAL INFORMATION
a) CIF value of imports
(` million)
Capital goods 122.1 1,616.4
Store and spares 207.3 108.3
Raw materials 555.3 528.6
b) Expenditure in foreign currency
(` million)
Travelling 4.4 4.6
Others 213.7 134.2
c) VaIue of raw materiaI / stores and spares consumed
(` million)
Imported Indigenous Imported Indigenous
Raw materials 555.3 17,642.9 528.6 15,726.3
Percentage % 3.1 96.9 3.3 96.7
Components, store and spares and packing
material
207.3 1,304.8 108.3 1,160.0
Percentage % 13.7 86.3 8.5 91.5
rd
RAJINDER GUPTA
Chairman
DEEPAK NANDA
Whole-time Director
Place : Ludhiana
Date : May 15, 2013
PAWAN JAIN
Company Secretary
ARUN GOYAL
Chief Financial Ofcer
d) Earnings in foreign exchange
(` million)
Particulars Previous Year
Export of goods calculated on FOB value 16,081.7 14,413.8
NOTE 46 - Previous years gures have been regrouped/reclassied wherever necessary to correspond with the current years
classication/disclosure.
(Amount in `)
Name of subsidiary Company Trident Global Corp Limited
Country of Incorporation India
Financial Year ended on March 31, 2013
No. of shares held in subsidiary Company 500,000 equity shares of `10 each
Extent of Holding Company's interest(%) 100
Financials
a) Capital 5,000,000
b) Reserves (409,597)
c) Total Assets 5,524,249
d) Total Liabilities (excludes capital & reserves) 933,846
e) Details of Investments NIL
f) Turnover 287,324
g) Prot/(Loss) before taxation (407,624)
h) Provision For Taxation 1,973
i) Prot/(Loss) after taxation (409,597)
j) Proposed dividend NIL
Information Related to Subsidiary
NOTICE
Notice is hereby given that the 23rd Annual General Meeting of the
Members of TRIDENT LIMITED will be held on Saturday, the 21st
day of September, 2013 at 10.30 A.M. at the Registered Ofce of the
Company at Trident Group, Raikot Road, Sanghera to transact the
following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet of the
Company as at March 31, 2013; Statement of Prot and Loss and
Cash Flow Statement for the year ended on that date along with
the Reports of the Auditors and Directors thereon.
2. To appoint a Director in place of Mr. Rajinder Gupta, who retires
and being eligible, offers himself for re-appointment.
3. To appoint a Director in place of Ms. Pallavi Shroff, who retires
and being eligible, offers herself for re-appointment.
4. To appoint a Director in place of Mr. Rajiv Dewan, who retires and
being eligible, offers himself for re-appointment.
5. To appoint a Director in place of Dr. M A Zahir, who retires and
being eligible, offers himself for re-appointment.
6. To appoint auditors to hold ofce from the conclusion of this
Annual General Meeting until the conclusion of next Annual
General Meeting and to x their remuneration and pass following
resolution as an Ordinary resolution:
RESOLVED that M/s Deloitte Haskins & Sells, Chartered
Accountants, Gurgaon, (Registration No. 015125N), be and are
hereby re-appointed as Statutory Auditors of the Company to hold
ofce from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting of the Company,
on such remuneration including reimbursement of traveling and
other out of pocket expenses as may be xed by the Board of
Directors of the Company.
SPECIAL BUSINESS
7. Payment of remuneration by way of commission to Non-
Executive Chairman of the Board
To consider and, if thought t, to pass with or without
modication(s), the following resolution as a Special Resolution:
RESOLVED that pursuant to the provisions of Sections 198,
309 and other applicable provisions, if any, of the Companies
Act, 1956 (including any amendment thereto or re-enactments
thereof), approval of the Company be and is hereby given for
the payment of remuneration by way of commission @ 1% of the
net prots of the Company as computed under section 349 of
the Companies Act, 1956 and such other applicable statutory
enactments at the time of payment, as may be decided by
the Board, to Mr. Rajinder Gupta, Chairman of the Board who
is neither in wholetime employment of the company nor its
Managing Director, for a period of two years w.e.f. April 1, 2013 to
March 31, 2015, over and above the sitting fees being paid to him
for attending the Board/Committee meetings of the Company.
8. Alteration in Articles of Association
RESOLVED that pursuant to Section 31 and all other applicable
provisions of the Companies Act, 1956 and provisions of all other
laws and regulations, the Articles of Association of the Company
be and is hereby modied/altered as under:
I. Existing Article 155 shall be substituted with following Article
155:
155. Unless otherwise determined by a General Meeting, the
number of Directors shall not be less than three and shall not
be more than ve.
II. New Article 158A shall be inserted after article 158:
158A. A person whose name appears in the willful defaulters
list of RBI/CIBIL shall not be inducted/ remain on the Board of
the Company.
9. Issue of Warrants
RESOLVED that pursuant to the provisions of Section 81(1A)
and all other applicable provisions, if any, of the Companies Act,
1956 (including any amendment thereto or re-enactment thereof)
and the enabling provisions of the Memorandum and Articles of
Association of the Company and the Listing Agreements entered
into by the Company with the Stock Exchanges where the shares
of the Company are listed and the prevailing statutory regulations
in that behalf and subject to all necessary applicable consents,
permissions and approvals and/or sanctions from all appropriate
authorities, including the Securities & Exchange Board of India
(SEBI), Government of India, Reserve Bank of India, Financial
Institutions, Banks, Agents and Trustees, Stock Exchanges and
all other bodies and institutions as may be relevant (hereinafter
singly or collectively referred to as the Appropriate Authorities)
and subject to such conditions and modications as may be
prescribed or imposed by any of them while granting any such
consents, permissions, approvals and/or sanctions (hereinafter
singly or collectively referred to as the requisite approvals) and
which may be agreed to by the Board of Directors of the Company
(hereinafter referred to as the Boardwhich term shall be deemed
to include any committee(s) consisting of one or more members of
the Board and/or one or more ofcials of the Company appointed
by the Board in this behalf which the Board may constitute to
exercise powers of the Board), the consent, permission and
approval of the Company be and is hereby accorded to the Board
to issue, offer and allot, in one or more tranches, upto 30,000,000
warrants, to M/s Trident Industrial Corp Limited, a promoter group
entity and/or its associates and afliates and upto 30,000,000
warrants, to M/s Rainbow Integrated Texpark Limited, a non
promoter entity and/or its associates and afliates on preferential
basis carrying an option to holder of such warrants to subscribe
to one equity share of `10/- (Rupees ten only) each for every
warrant held, within 18 months from the date of allotment of
warrants at a price calculated as per SEBI (Issue of Capital &
Disclosure Requirements) Regulation, 2009, which equals to:
a) The average of the weekly high and low of the closing prices
of the Companys shares quoted on the Stock Exchange
during twenty six weeks preceding the relevant date; or
Current Year
rd
b) The average of the weekly high and low of the closing prices
of the Companys shares quoted on a Stock Exchange during
the two weeks preceding the relevant date; or
c) `10/- (Rupees ten only) per share, whichever is higher.
RESOLVED FURTHER that such allotment of warrants shall be
made in accordance with the extant SEBI Regulations and the
warrants shall be converted into equity shares of the Company
in the manner and at the price calculated in accordance with
SEBI (Issue of Capital & Disclosure Requirements) Regulation,
2009 (SEBI Regulations). The relevant date for the purpose
of calculating minimum price for issue of equity shares arising
on exercise of option contained in the warrants shall be the date
thirty days prior to the date on which the approval of shareholders
is accorded for the purpose.
RESOLVED FURTHER that the equity shares to be issued by
the Company upon conversion of warrants shall rank pari-passu
with the existing equity shares of the Company in all respects.
The warrants shall be unconditionally convertible at the sole
option of holder of warrants within a period of 18 months from the
date of their allotment or such further period as may be prescribed
under extant SEBI Regulations, without any condition attached
to them except for the payment of funds towards the conversion
price arising out of conversion.
RESOLVED FURTHER that the Board is authorized to issue,
offer and allot the requisite number of warrants and the equity
shares arising out of conversion of the warrants to the proposed
allottee(s) at such time or times and in one or more tranches, as
the Board may in its absolute discretion decide, subject however
to the SEBI regulations and other applicable laws and on such
terms and conditions including the terms of payment as may be
mutually agreed between the Board and the proposed allottee(s)
and shall also be entitled to vary, modify or alter any of the terms
and conditions, including the size of the issue, as may be deemed
expedient by the Board and the proposed allottee(s).
RESOLVED FURTHER that for giving effect to this resolution,
the Board be and is hereby specically authorized to take all such
steps and actions, to give such direction as it may in its absolute
discretion, deem necessary or desirable for issue & allotment of
warrants or equity shares upon conversion of such warrants and
also to settle any question or difculty that may arise with regard
to the proposed issue, offer and allotment of warrants or equity
shares upon conversion of such warrants as aforesaid.
By Order of the Board
For Trident Limited
Registered Ofce :
Sanghera - 148101, Punjab Pawan Jain
Dated : August 9, 2013 Company Secretary
NOTES:
i. A Member entitled to attend and vote is entitled to appoint a
proxy to attend and vote on poll instead of himself/ herself
and the proxy need not be a member of the Company.
Proxy form in order to be effective must be received by the
Company atleast 48 hours before the commencement of the
Meeting. A proxy so appointed shall not have any right to
speak at the meeting. The blank proxy form is enclosed.
ii. Explanatory Statement pursuant to Section 173(2) of the
Companies Act, 1956 in respect of item nos. 7 to 9 is annexed
hereto and forms part of this notice.
iii. The Register of Members and Share Transfer Books of the
Company will remain closed from Saturday, September 14, 2013
to Saturday, September 21, 2013 (both days inclusive) for the
purpose of Annual General Meeting of the Company.
iv. Members are requested to:
a) note that the copies of Annual Reports will not be distributed
at the Annual General Meeting.
b) bring their copies of Annual Report, Notice and Attendance
slip duly completed and signed at the meeting.
c) deliver duly completed and signed attendance slip at the
entrance of the meeting venue.
v. Documents referred to in the Notice are open for inspection at
the Registered Ofce of the Company on all working days, except
holidays, between 11.00 A.M. to 1.00 P.M. upto the date of the
Annual General Meeting.
vi. Members desirous of getting any information on Accounts or
other items of Notice are requested to forward their queries to
the Company at least ten working days prior to the date of Annual
General Meeting so as to enable the Management to keep the
information ready.
vii. Corporate members intending to send their authorized
representatives are requested to send a duly certied copy of the
Board resolution authorizing their representatives to attend and
vote at the Annual General Meeting.
viii. Members are requested to notify immediately the change in their
address, if any, to the Company or its Share Transfer Agent and in
case the shares are held in dematerialized form, this information
should be passed on to their respective Depository Participants
without any delay and should always quote their folio number or
DP ID & Client ID, as the case may be, in all correspondence.
ix. Members wishing to claim dividends which remain unclaimed, are
requested to correspond with Company Secretary/ Compliance
Ofcer of the Company. Members are requested to note that the
dividends not encashed or claimed within seven years from the
date of transfer to the Companys Unpaid Dividend Account will,
as per, Section 205A of the Companies Act, 1956 be transferred
to the Investor Education & Protection Fund (IEP Fund).
The following are the details of dividends paid by the Company
and respective due dates for transfer of unclaimed dividend to
IEP Fund:
Dividend
Year
Date of declaration Due date for transfer to
IEP Fund
2005-06 September 27, 2006 November 4, 2013
2010-11 September 30, 2011 November 7, 2018
Thereafter, the Company will not entertain the claims for payment
of unclaimed dividends.
x. Pursuant to the provisions of Investor Education and Protection
Fund (Uploading of information regarding unpaid and unclaimed
amounts lying with companies) Rules, 2012, the Company has
uploaded the details of unpaid and unclaimed amounts lying with
the Company as on the date of last Annual General Meeting on
the ofcial website of the Company www.tridentindia.com.
xi. Trident is concerned about the environment and utilizes natural
resources in a sustainable way. The Ministry of Corporate Affairs
(MCA), Government of India, through its circular Nos. 17/2011
and 18/2011, dated April 21, 2011 and April 29, 2011 respectively,
has allowed Companies to send ofcial documents to their
shareholders electronically as part of its Green Initiatives in
Corporate governance.
Recognizing the spirit of the circular issued by the MCA, we
are sending documents like the Notice convening the general
meeting, Financial Statements, Directors Report, Auditors
Report etc. to the email address provided by you to the Company/
its Registrar & Share Transfer Agent or your depositories.
We request you to update your email address with your depository
participant/Company to ensure that the Annual Report and other
documents reach you on your preferred email. The members, if
they desire, may write to the Company to obtain the physical copy
of the Annual Report.
xii. Reappointment of Directors
Pursuant to the provisions of Articles of Association, Mr. Rajinder
Gupta, Ms. Pallavi Shroff, Mr. Rajiv Dewan and Dr. M A Zahir,
Directors are retiring at the ensuing Annual General Meeting and
are eligible for re-appointment. The aforesaid retiring directors
offer themselves for re-appointment. The brief resume of these
directors and other information as per Clause 49 of the Listing
Agreement with Stock Exchanges are provided elsewhere in the
Annual Report.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF
THE COMPANIES ACT, 1956
Item No. 7
Payment of remuneration by way of commission to Non-
Executive Chairman of the Board
Considering the time devoted by Mr. Rajinder Gupta, Non-executive
Chairman of the Board, in providing valuable advice and strategic
inputs to the Company on various critical business aspects, the
Board of Directors in its meeting held on August 9, 2013 considered it
desirable that he may be paid remuneration by way of commission in
addition to sitting fees being paid to him for attending meetings of the
Board of Directors/ Committees of the Board.
For the payment of remuneration by way of commission to a Non-
executive Director, approval of shareholders is required. Hence, the
Board recommends the resolution for your approval by way of special
resolution.
None of the Directors, except Mr. Rajinder Gupta, is concerned or
personally interested in the above resolution.
Item No. 8
Alteration in Articles of Association
Over a period of time and specially in last few years, the researches
have established that there exists an inverse relationship between the
Board Size and the efcient decision making. Further a Corporate
Advisory Boardhas also been constituted to act as a representative
of shareholders of the Company to enhance shareholders value. The
Advisory Board consists of independent persons being renowned
experts in their areas providing nonbinding recommendations/
suggestions to the Companys Board on the matters enumerated
in Article 197A, 198 and 199 of the Articles of Association of the
Company.
Accordingly, the Board in its meeting held on May 15, 2013 has
decided that the Board of Directors of the Company shall comprise of
ve Directors and shall not include any person whose name appears
in the willful defaulters list of RBI/ CIBIL. In order to give effect to
the same certain clauses of the Articles of Association need to be
amended.
For change in the Articles of Association, approval of shareholders
is required. Hence, the Board recommends the resolution for your
approval by way of special resolution.
None of the Directors is concerned or personally interested in the
above resolution.
Item No. 9
Issue of Warrants
Object of Issue
As the members are aware that the Company has undertaken
implementation of Textile expansion and diversication project which
envisages setting up of 176,064 Spindles & a sheeting unit with a
loom capacity of 500 looms including other balancing equipments
with an investment of `16,668 million. The fund raised by preferential
allotment of warrants convertible into equity shares would be used to
part nance the Textile expansion and diversication programme and
meeting the fund requirement of existing as well as new businesses
and other general corporate purposes including investments.
Pricing of the Issue
The warrants proposed to be allotted on preferential basis would be
issued at a price not lower than the price determined by the SEBI
pricing formula as prescribed under Chapter VII of the SEBI (Issue
of Capital & Disclosure Requirements) Regulation, 2009 (SEBI
Regulations) or `10/- (Rupees ten only) per share, whichever is
higher. The Relevant Datefor the purpose of determining the price
shall be August 22, 2013 being the date which is 30 days prior to the
date of holding of the general meeting. An amount equal to 25% of
the price of the issue (as calculated above) shall be payable by the
allottees for the warrants on or before the date of their allotment and
the same shall be adjustable against the price payable by them at the
time of exercising the option to convert.
The amount paid by the allottees at the time of allotment of warrants
shall be forfeited if the option to convert those warrants into the shares
is not exercised within 18 months from the date of allotment.
118 TRIDENT LIMITED
Shareholding Pattern before and after the issue
Shareholding pattern before the issue of warrant & after conversion of warrants into equity shares.
Category Pre - warrant issue Shareholding Post - warrant issue Shareholding (Assumed
that all the warrants have been converted)
No. of Shares Percentage No. of Shares Percentage
Promoters Shareholding
Existing Promoters 171,927,833 55.31 171,927,833 46.36
Trident Industrial Corp Limited - - 30,000,000 8.09
Sub Total (A) 171,927,833 55.31 201,927,833 54.45
Public Shareholding
Financial Institutions, Insurance
Companies, Banks & Mutual Funds
7,974,168 2.57 7,974,168 2.15
Public & Others
Existing 130,935,111 42.12 130,935,111 35.31
Rainbow Integrated Texpark Limited - - 30,000,000 8.09
Sub Total (B) 138,909,279 44.69 168,909,279 45.55
Total (A)+(B) 310,837,112 100.00 370,837,112 100.00
Proposed time for Completion of allotment
The allotment of warrants shall be completed within 15 days from
the date of passing of the special resolution or where the allotment
on preferential basis requires any approval of regulatory authority
or Central Government, the allotment of warrants will be completed
within 15 days from the date of such approval. However, the allotment
of equity shares upon conversion of warrants shall be completed
within a period of 18 months from the date of allotment of warrants or
such further date as may be prescribed under extant SEBI regulations.
Proposed allottee & percentage of post-preferential issue capital
that may be held by it and change in control, if any, in the issuer
consequent to the preferential issue
Identity of allottee Post preferential issue
Shareholding (assumed
that all the warrants have
been converted)
No. of Shares Percentage
Trident Industrial Corp Limited 30,000,000 8.09
Rainbow Integrated Texpark Limited 30,000,000 8.09
There will be no change in the management/control of the
Company consequent to preferential allotment of equity shares to
the aforementioned proposed allottees. The existing promoters/
management will continue to be in control of the Company.
Proposal of the Promoters/Directors/Key Management Personnel
to subscribe to the offer
Out of 60,000,000 warrants, Trident Industrial Corp Limited, a promoter
group entity intends to subscribe to upto 30,000,000 warrants.
Undertaking
The Company undertakes that it shall re-compute the price of
the securities being issued on preferential basis in terms of the
SEBI Regulations where it is required to do so. The Company
further undertakes that if the amount payable on account of the re-
computation of price is not paid within the time stipulated in the SEBI
Regulations, the shares shall continue to be locked-in till the time
such amount is paid by the allottee.
Entitlements to the Warrant holders
The subscriber to the Warrants shall hold equal rights in respect of
future bonus/right(s) issue, if any, declared by the company in the
same proportion and manner with any other shareholder of the
company.
Non-transferability
The Warrants allotted on preferential basis to promoter group entity
and equity shares allotted pursuant to exercise of options attached to
warrants shall be locked in for a period of three years from the date
of allotment of warrants/resultant equity shares. Further, warrants
allotted to non promoter entity and equity shares allotted pursuant
to exercise of options attached to warrants shall be locked in for a
period of one year from the date of allotment of warrants/resultant
equity shares.
Auditors Certicate
The Auditors certicate certifying that the issue of warrants is
being made in accordance with the regulations will be available for
inspection at the Registered Ofce of the Company during 11:00 a.m.
to 1:00 p.m. on any working day upto the date of the Annual General
Meeting.
Passing of Special Resolution
Pursuant to the provisions of Section 81(1A) of the Companies Act,
1956, any offer or issue of shares in a company to persons other
than the holders of the equity shares of the company or to such
holders otherwise than in proportion to the capital paid up, requires
prior approval of the shareholders in the general meeting by way of a
Special Resolution. Hence, the Board recommends the resolution for
your approval by way of special resolution.
None of the Directors is concerned or personally interested in the
above resolution.
By Order of the Board
For Trident Limited
Registered Ofce :
Sanghera - 148101, Punjab Pawan Jain
Dated : August 9, 2013 Company Secretary
TRIDENT LIMITED
Registered Ofce: Trident Group, Raikot Road, Sanghera 148 101
ATTENDANCE SLIP
Members Folio No.
Client ID No.
DP ID No.
Name of the Member:
Name of Proxy holder
No of shares held
I hereby record my presence at the 23
rd
ANNUAL GENERAL MEETING of the Company held on Saturday, the 21
st
day of
September, 2013 at 10.30 A.M. at the Registered ofce of the Company at Trident Group, Raikot Road, Sanghera.
____________________
Signature of Member/Proxy
Notes :
1. Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the meeting hall.
2. Members are requested to bring their copy of Annual Report.
TRIDENT LIMITED
Registered Ofce: Trident Group, Raikot Road, Sanghera 148 101
PROXY FORM
Members Folio No/Client ID: ______________________
I/We_____________________________________________ of _____________________________________________
in the district of ____________________________________________ being a member/members of TRIDENT LIMITED,
hereby appoint ________________________________ of________________________ in the district of _________________
or failing him/her ____________________________ of _____________________________ in the district of
___________________________ as my/our proxy to vote for me/us on my/our behalf at the 23
rd
ANNUAL GENERAL MEETING
of the Company to be held on Saturday, the 21
st
day of September, 2013 at 10.30 A.M and at any adjournment thereof.
Signed this ______________ day of _______________________ 2013.
Note :
If it is intended to appoint a proxy, the form of proxy should be completed and deposited at the Registered Ofce of the Company
at least 48 hours before the commencement of the meeting
NO GIFTS WILL BE DISTRIBUTED AT THE MEETING
c
u
t

h
e
r
e
Corporate information
Board of Directors
Mr Rajinder Gupta
Dr M A Zahir
Ms Pallavi Shroff
Mr Rajiv Dewan
Mr Sanjay J ain
Mr Vikas Pratap
Mr Deepak Nanda
Chief Financial Ofcer
Mr Arun Goyal
Company Secretary
Mr Pawan J ain
Statutory Auditors
Deloitte Haskins & Sells
Cost Auditors
Ramanath Iyer & Co.
Tax Auditors
S C Vasudeva & Co.
Investor Relations
Citigate Dewe Rogerson
Registrar & Transfer Agent
Alankit Assignments Limited
(Unit: Trident Limited)
2E/21 J handewalan Extension
New Delhi 110 055
Tel : +91-11-23541234, 42541234
Fax: +91-11-42541967
email: [email protected]
Registered Ofce
Trident Group
Sanghera 148 101
Toll free: 1800 180 2999
Fax: +91-161-5039900, 5038800
email: [email protected]
Corporate Ofce
E-212, Kitchlu Nagar
Ludhiana 141 001
US Ofce
295 Fifth Avenue
Room 1112
New York,
NY 10016, USA
Bankers
State Bank of India
Punjab National Bank
Canara Bank
State Bank of Patiala
Corporation Bank
Oriental Bank of Commerce
State Bank of Travancore
State Bank of Mysore
Syndicate Bank
Allahabad Bank
Indian Bank
Bank of India
IDBI Bank
Exim Bank
Indian Overseas Bank
State Bank of Bikaner & J aipur
State Bank of Hyderabad
www.tridentindia.com

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