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Table of Contents
INTRODUCTION
BOARD OF DIRECTORS
Mr. B.K. Chiu,
Chairman
Mr. Sekhar Natarajan,
Managing Director
Dr. S.P. Adarkar
Mr. H.C. Asher
Mr. R.C. Khanna
Mr. Wan Wah Chung
COUNSEL (Legal &
Taxation) & COMPANY SECRETARY
Mr. Ajai Jain
AUDITORS
Ford, Rhodes, Parks & Co., Mumbai
BANKERS
Citibank N.A.
State Bank of India
REGISTRAR AND SHARE
TRANSFER AGENTS
Intime Spectrum Registry Pvt. Ltd.
260, Shanti Industrial Estate
Sarojini Naidu Road
Mulund (W), Mumbai 400 080.
Tel: 022 - 564 7731/568 4590
REGISTERED OFFICE
Wakefield House, 11, Sprott Road
Ballard Estate, Mumbai 400 038
ADMINISTRATIVE OFFICE
Ahura Centre, 5th Floor
96, Mahakali Caves Road
Andheri (East), Mumbai 400 093.
Tel: 022- 824 6450/690 2100
FACTORIES
| 1) |
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4&5
Madhuban Industrial Estate |
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Village
Rakholi, Silvassa 396 240 |
| |
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Union
Territory of Dadra & Nagar Haveli. |
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| 2) |
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50/51,
Lonavala Industrial Estate |
| |
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Nagargaon,
Lonavala 410 401, Maharashtra. |
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| 3) |
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Moka
Road, Srivara Village |
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Bellary
583 103, Kamataka. |
51st ANNUAL GENERAL
MEETING
| Date |
:
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25th
July, 2001 |
| Time |
:
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3:00
p.m. |
| Venue |
:
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M.C.
Ghia Hall, Bhogilal Hargovindas Building |
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2nd
Floor, 18/20, Kaikhushru Dubash Marg |
| |
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Mumbai
400 001. |
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TO
OUR SHAREHOLDERS
The year gone by has been
both eventful and historic for Monsanto. In India, we completed the process,
begun in March 2000, of integrating our agricultural businesses into our listed
company, thereby making it a comprehensive agricultural inputs provider in
India. This reaffirmation of our commitment to India and all our stakeholders,
including shareowners and farmers, came through the strategic acquisition of
Monsanto's seeds capabilities and its strategic marketing and distribution
platforms, giving us instant access to new products to enhance our ability to
compete and grow in an evolving market.
Around the same time,
Monsanto merged with Pharmacia & Upjohn globally, in 55 countries, to form
Pharmacia Corporation. In October 2000, Pharmacia Corporation made a partial
Initial Public Offering of 15 percent of its holding to enable the listing of
Monsanto as a stand-alone company, focussed entirely on agriculture. This
happened as Monsanto prepared to celebrate its centenary as a business
enterprise in 2001, making it a "Century Old, Brand New" company.
These developments have
come at a most appropriate time for Monsanto - in India as well as
internationally. The advent of the Green Revolution in the 1960s provided the
Indian farmer with an opportunity to access new technologies. The readiness and
the speed with which he accepted, adopted and adapted to new technologies ever
since, and made India self-sufficient in food, has won him the admiration of
agriculture scientists around the world.
India now faces new
challenges. Our population crossed the one billion mark during the year and is
expected to touch 1.3 billion by 2025. Speaker after speaker at the Indian
Science Congress in Delhi in January this year emphasised India's need to
increase foodgrain production by over 100 million tonnes by 2025 - an increase
of 50 percent over current production levels - to feed this growing population
and alleviate the pressure this would exert on land, soil and water resources.
The Government wants farmers to become more market-oriented, internally and
externally, through changes in the foodgrain procurement and distribution system
and a closer look at export markets.
The Government is also
exploring the removal of restrictions on inter-state movement and stocking of
agriculture produce, which has prevented farmers from getting the best prices
for their produce. Farmers are being encouraged to adopt crop diversification
and look at value addition and yield per unit, rather than volume productivity,
in a bid to become cost-efficient, world-class producers. Our farmers are
gearing up for a new competitive environment as a result of these developments.
As a leading provider of
agricultural products, Monsanto is uniquely positioned to partner with the
Indian farmer and contribute effectively in a changing environment. Monsanto has
a growing portfolio of products and technologies covering agrochemicals, seeds
and seed enhancements that are available to us from our global company and
through our partners in India. We can offer farmers integrated solutions that
have the potential to improve farm productivity in a sustainable manner.
This is in line with
Monsanto's renewed "Focussed Forward" approach, which is driven by its
vision of "Abundant Food and a Healthy Environment". Our Mission is to
deliver products and solutions that meet our food and fibre needs, while
conserving natural resources and improving the environment.
As stewards of Monsanto's
success, accountable to all stakeholders, we are committed to Taking
Ownership of our Company's Success Building Strong Relationships in the
environment we operate in, Delivering Highest Quality Products and
Technologies and Creating a Great Place to Work.
We are confident of living
up to the confidence that our shareholders have placed in us. I look forward to
the years ahead.
BK Chiu
Chairman
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AN
OVERVIEW
We are pleased to report
yet another year of successful financial results for Monsanto India. During the
last decade, we have achieved a compounded annual growth rate of 39% and 46% for
sales and profit after tax (PAT), respectively. The continued growth in revenues
and net income during the current year is an affirmation of the fact that the
consolidation and integration of our agricultural businesses in India last year
is paying dividends. Despite the adverse market situation in the agricultural
sector, the company managed to successfully escape an adverse impact on its
financial performance. This only strengthens our confidence that the strategies
we have adopted will help us retain our leadership position and continue to
increase shareholder value.
TAKING OWNERSHIP OF OUR
COMPANY'S SUCCESS
Continued profitability is
critical to our success. By steadily improving profit margins and cash flow, we
generate resources for further growth and strengthen our ability to deliver
superior shareholder value over time. Our expectations are high, but they are
grounded in reality -- the reality of recognising that we live in a world with
growing food and fibre needs. Agriculture offers immense opportunities for
growth in the years ahead. Monsanto, with its focus on continued creativity and
technological innovation is well placed to help meet the needs of our farmers
and stakeholders. We are in a strong position as we look ahead, acknowledged as
a global leader in each area of our powerful product portfolio - agrochemicals,
seeds and seed enhancement through biotechnology. More importantly, we are
uniquely positioned to meet our customers' needs by integrating these product
platforms and thereby providing our customers with unique solutions to their
problems.
To capitalise on the
opportunities ahead, we will focus on three priorities:
- Maximising existing
businesses
- Improving operational
efficiencies
- Introducing new
products and technologies
Market Development
As a technology-driven
company, Monsanto has always strived to provide innovative, cost-effective and
environment-friendly solutions to our customers. Our success depends on our
ability to defend and grow our market share in the key markets. More
importantly, our sustained long-term growth depends on our ability to develop
new markets for our products and technologies. Market development, therefore, is
a key focus area for our company.
While opportunities for
growth in the herbicides and seeds area are huge, the challenges too are many
and unique. Like his counterparts in the world, the Indian farmer also likes to
see new products and technologies demonstrated in the field before he accepts
and adopts them. This requires dedicated resources to communicate and
demonstrate our products and technologies to millions of small farmers with
fragmented landholdings across difficult terrain.
Our organisation has
realigned itself to focus on market development as a key responsibility in every
territory. Our goal is to aggressively support this activity and make market
development a way of life in Monsanto.
Seeds of Growth
The total market for seeds
in India has been growing at a healthy pace. Over the years, we have observed a
steady shift in farmer preference towards seeds from private companies. This has
been largely due to significant quantities of seeds with improved yield,
duration and disease-resistant characteristics being available from private
companies, all of which translate into higher profits for the farmer. We see
this trend as significant, especially as this supports our growing seeds
portfolio.
Improving Operational
Efficiencies
We find ourselves in a
changing and challenging business environment today. World over, the traditional
crop-protection industry is maturing and shrinking, as farmers move to
alternative solutions to solve their agricultural problems. This is forcing the
industry to scramble for alternatives, manage their assets more tightly and even
combine efforts through mergers and buyouts. This is a trend that cannot be
ignored, especially because the agrochemicals business contributes a large
portion of the total turnover of our company. As we look ahead, even locally, we
will encounter increased competition and challenging market conditions which
will put pressures on our profit margins. Our focus and efforts are therefore
geared to build on our efficiencies and rationalise our costs.
Integrated Pest
Management
We believe that the
consolidated approach of Integrated Pest Management (IPM) will strengthen the
company's forward push. As defined by the UN Food & Agriculture Organisation
(FAO), IPM emphasises the use of all suitable techniques of pest management,
including chemical, biological, cultural and varietal methods of pest control,
in order to produce safe, affordable food while protecting the user, consumer
and the environment. IPM allows farmers to control disease, insects, weeds and
other pests in a cost-effective, environmentally and socially acceptable way.
Many IPM alternatives are
preventive or indirect crop protection measures. These include time-honoured
agronomic treatments like breeding, crop rotation, irrigation management and
effective crop husbandry. They also include practices that maintain adequate
populations of beneficial insects. Other IPM alternatives are classified as
interventional or direct. These include chemical control, bio-control using an
insect predator to control a pest and cultural and sanitation methods that
remove alternative host plants and destroy pest habitats.
New technologies like crop
biotechnology are an important part of the IPM strategy. Also included are legal
parameters like crop export quarantines that ensure crops bound for markets are
pest-free and healthy to eat. But the successful implementation of IPM
ultimately rests with the farmers. Farmers will only adopt it if they see it as
practical and adding value.
We in Monsanto strongly
support IPM and believe that our products and technologies fit well into this
integrated approach that could help us become a unique solution provider to our
farmers.
Pioneering Role
The market has rewarded
our innovation and technological leadership and we have demonstrated our ability
to grow our current business and take on a pioneering role in new areas.
Through our understanding
of emerging customer needs, we continue to move in new directions and expand our
defined markets and core capabilities. Your company has strong financial
resources, the best people, outstanding products and services, a compelling
vision and enduring values that provide it with a winning edge in a highly
competitive environment.
Among our greatest
challenges -- and key to our success -- is the way we think about the business
and our relationship to it. Each Monsanto employee understands and embraces a
new role -- that of a steward of our company. Each one of us is
responsible for growing the business, accountable for achieving results and for
the way those results are achieved. As owners, we understand that our constant
focus is our customers and our daily priority that of solving our customers'
problems. Also, as stewards of the products we make and sell, we are accountable
to our customers, the world and the environment we live in -- and to future
generations.
BUILDING STRONG
RELATIONSHIPS
At Monsanto, our efforts
are ongoing to build effective, enduring and rewarding relationships with our
customers, the trade and our alliance partners.
In a tough and competitive
environment, our people are trained and equipped with the right knowledge and
the right attitude of responsiveness to understand and address customer needs
and build effective long-term relationships. Doing all these will help us build
customer loyalty.
Our relationships with the
trade are strong and our efforts are directed towards building better trust and
fostering unique partnerships. In addition to involving them in the development
of our strategy, we devise new schemes and incentives that will ensure their
loyalty towards our products. The ihGolden HarvestlG loyalty programme for our
distributors was initiated on a small scale in Punjab. This programme is the
first of its kind in the industry.
Business Alliances and
Partnerships
Monsanto India has
multiple strategic partnerships -- another first in the industry. Our goal of
providing a complete solution to farmers is what drives these alliances. Our
partnerships help us reach many parts of the country faster and add frontline
products to our portfolio. Bundling complementary products from competitors and
extending the distribution network through alliances, is the successful route
our company has taken. Our success can be gauged from the fact that partnerships
contribute almost 30 percent to the turnover of the company.
We also collaborate with
our partners in special village adoption projects that help educate and
communicate the value of our technologies faster to small farmers.
Small Holder Initiative
Millions of farmers around
the world, grow food on plots of land of less than two hectares. These Small
Holders contribute greatly to local food production, despite the fact that the
average yields for crops such as corn, wheat and rice are less than a third of
those in more developed countries. Small Holders often have no access to
information about sustainable agricultural practices -- and credit, which
agribusiness depends on, is not commonly extended to Small Holders. The ability
to plan ahead, even within a limited range of means, is beyond the scope of most
small farmers.
Monsanto is now working
through its own people and through partnerships with NGOs and government
extension agencies to deliver sustainable technology to this group. The support
provided includes technical help, actual crop inputs along with recommendations
on how to use them appropriately and advice on how to monitor cropping
practices. The demonstration plots let farmers see conservation tillage --
helping preserve watersheds from erosion, rebuilding marginal soils and making
water utilisation more efficient.
Two such projects for
cotton and rice growers, undertaken with Rallis India Ltd., involved 900
hectares and 1,844 farmers in 1999. This grew to 16,000 hectares in 2000. Yield
increases on all hectarage that the Small Holder Teams supported have averaged
10 percent while operational costs have decreased by at least 5 percent. A new
Small Holder project was initiated in partnership with Nagarjuna Fertilisers in
2000, involving 9,250 hectares of soyabeans in Madhya Pradesh. This project has
once again demonstrated the value of partnerships across the value chain that
help farmers access technology, credit and markets.
Farmers involved in these
projects have begun to see increased economic benefits and these gains have
helped improve the socio-economic situation in villages. One incidental benefit
is that villages where the Small Holder group has established new farming
practices have also seen a reduction in the number of school dropouts,
especially where project members and officers are staff members of the schools.
DELIVERING HIGHEST
QUALITY PRODUCTS AND TECHNOLOGIES
Monsanto in India was
built on superior products and that tradition continues today. Our line of
herbicides and seeds extends from the family of Roundup and other crop
protection products to the Asgrow and Dekalb seed brands. Our current product
line-up is the strongest in our history. We are proud of having established our
portfolio of world-class brands -- Roundup, Leader, Machete, Lasso, Avadex,
Asgrow, Dekalb -- as undisputed leaders in the market, thanks to the bonding
we have built with our customers through our team of knowledge workers, who are
among the best in the country.
Brands are usually
associated with fast moving consumer goods (FMCG) companies and not with those
working in the field of agriculture. Monsanto India is the exception. FMCG
companies use mass media advertisements to popularise their products. However,
for Monsanto the solution lies in continuously using innovative and creative
ideas tailored specifically for each focussed geographical
All our products and
services benefit from their association with our strong global family of brands.
With the addition of two more Dekalb sub-brands last year, we now have a diverse
and distinct collection of brands. The focussed branding of each of our products
and their wide acceptability with our dealers and customers, is the key feature
of our success story. Our brands help us build strong, lasting relationships and
grow our business.
Novel campaigns, coupled
with effective ground-level implementation have made Roundup, Leader, Machete,
Lasso, Avadex, Asgrow and the Dekalb family of brands top-of mind products among
our farmers now. The 40-day long Leader Kanak Rath was one such
initiative. A branded mobile wheat Helpline, this chariot helped establish
direct contact with a large number of farmers. Six branded vehicles criss-crossed
Punjab and Haryana and an agronomist travelling with the Rath provided
value-added information. An advisory service about the benefits of Leader
through a mobile phone also received tremendous response during the rabi
season.
Not to be left behind, Roundup
launched Jiski Roundup Uski Bhains, a very popular scratch-and-win
contest where the prizes were buffaloes. Makka Sujhav Kendra, a Asgrow/Dekalb
campaign which ran for more than three months, involved suggestion boxes at
retail outlets where farmers could drop queries or suggestions about maize
cultivation. Other promotions included claim schemes with caps of Machete
containers and card-in-seed bags, which were run in Andhra Pradesh and Karnataka
in collaboration with a tractor manufacturer.
For the first time, we
have started branding seeds by specific functionality-related names and not
numbers, which is the standard in the industry. This kind of sub- branding
clearly segments the market and will help us communicate the benefits. Last year
we launched Dekalb Hishell and Dekalb Allrounder. Hishell has a high shelling
percentage compared to other sub-brands while Allrounder is well adapted and
drought-tolerant with good yields.
These successful
strategies have evolved from very diligent research work. Gaining insights into
farmer behaviour is very critical. We have studied their habits through focus
groups and developed campaigns based on our findings. We are placing great
emphasis on research in this area, apart from developing a unique competency
whereby the marketing and production teams work closely in order to plan and
implement winning ideas.
All these efforts have had
a dual advantage. On the one hand, they put us directly in touch with our
customers and on the other, bring great benefit to the brands through the
massive word-of-mouth publicity that is generated around these unusual ideas --
ideas which help us stay many steps ahead of our competitors, enhance our value
and increase mind and market shares.
While our products
continue to make an impact in the marketplace, we are making a conscious effort
to learn more about our customers and to know them better. More employees spent
time last year meeting individually with farmers, to listen to them and talk
about their work. Many immersed themselves for several days in the lifestyles of
various demographic groups or spent time working as volunteers in the community.
We are all learning, in an intense and very personal way, to view our business
from a customer's perspective.
CREATING A GREAT PLACE
TO WORK
Our continued success can
be attributed to the energy, enthusiasm and creativity of our employees, a truly
talented and highly committed workforce. Outstanding people who overcome
difficult challenges are a tradition at Monsanto India. People are motivated,
trained and developed every day, everywhere. Together they are responsible for
our growth and profit goals, year after year. They are the single most important
element of our past success and the reason why we are so confident about our
future.
We take great pride in
saying that our company has one of the best teams in the industry. In a survey
conducted by Business Today and Hewitt Associates LLC, our company ranked among
the top 30 corporates in the country. The purpose of the "Best Employers in
India" study was to rank the best companies in the country.
The Employee Satisfaction
Survey covered 1,000 companies and assessed the satisfaction level of employees
across seven factors which included culture and purpose of the company, work
environment, fairness, relationships with people in the company, nature of work,
rewards and recognition, work-life balance, growth and development opportunities
and the extent to which employees feel connected with the leadership. As per
Hewitt research, these factors directly relate to employee
"engagement" or commitment to the company.
Monsanto employees gave
the company an "engagement" score of 73% against the average of 80%
for the top 10 companies and rated the company 93% on the physical working
conditions (top 10 average 83%), 85% for training and development opportunities
(top 10 average 68%) and 81% on people/co-workers (top 10 average 88%).
Our employees have to be
equipped and prepared to face the challenge of changing the way farming is done
in our country. This requires a great deal of zeal, commitment and
person-to-person contact. Our people have to identify with farmers because they
are building long-term relationships that involve a high level of trust, respect
and integrity. The Human Resources Team has capably handled the daunting task of
developing such a team not only by recruiting the best but also by continuously
training and motivating them through a unique Performance Management System that
encompasses development, performance and rewards.
This integrated
development system creates an environment that provides opportunities for our
people to grow on a personal level and meet the business objectives in line with
the vision of Monsanto. The success factor can be gauged from the Employee
Satisfaction Survey mentioned earlier. The survey has helped identify areas
where we have to work harder towards enhancing employee satisfaction and the
entire programme is driven by the management team, demonstrating their
commitment to employee growth.
STEWARDING CORPORATE
RESPONSIBILITY
Safety First
ESH (Environment, Safety
& Health) has always been accorded top priority at Monsanto not just at the
office or factory but also as a way of life. Our company has set industry
standards for both safety and environment management. The Occupational Health
and Safety Management System (BS-8800) and Environmental Management Systems
(ISO-14001) are voluntary standards used by industries to quantitatively measure
their safety performance. In Monsanto India, these standards were used as a tool
to develop the Environment, Safety & Health systems at our Silvassa and
Bellary factories and get our manufacturing facilities certified through an
extensive certification audit conducted by an external auditing agency.
This certification
represents the highest level of recognition for safety results in Monsanto.
While the Bellary plant is certified for BS-8800, the Silvassa plant has been
certified for both ISO-14001 and BS-8800. These certification audits were
conducted by Societe Generale de Surveillance (SGS) Singapore for BS-8800 and
Bureau of Indian Standards for ISO-14001.
Community Relief
Activities
The earthquake that hit
Gujarat on January 26 this year caused unprecedented havoc in the state.
Monsanto employees in South Asia, Monsanto's worldwide businesses and the
Monsanto Fund were quick to respond to the needs of the hapless victims.
Our Managing Director
handed over a cheque for Rs. 52.3 lakhs to the Prime Minister, Mr A.B. Vajpayee,
on February 22. Monsanto Fund contributed another Rs. 47 lakhs to the
International Red Cross Society in the US. This gift supports the collaborative
disaster relief effort in Gujarat of the American Red Cross, the International
Committee of the Red Cross and the India Red Cross Society. A further Rs. 10
lakhs was handed over to the South Indian Education Society, which has joined
hands with the Spastics Society of India to help construct a school at Bachau in
the Rann of Kutch. This money has come from Monsanto employees in South Asia,
the South Asia business (which matched employee contributions) and savings from
austerity measures adopted at our Annual Sales Conference in Agra this year. We
made a conscious effort to select the most credible organisations for funding,
to ensure speedy relief to the victims. Wefeel happy and proud that we rallied
together as an organisation so quickly, raised Rs. 1.10 crores and grouped our
resources to generously support the most worthy relief efforts that are
underway.
To help rehabilitate the
flood victims of West Bengal last year, we donated Rs. 10 lakhs to the West
Bengal Chief Minister's Relief Fund.
Community Outreach
Enlightened corporations
understand that companies can only be as successful as the environment in which
they operate. This has always been our belief at Monsanto India. Our role as a
contributor to the communities in which we work is a source of pride to us and a
factor in our success as a company. We plan to play an even greater role in
helping to address many of the challenges of development.
Vanarai -
Last year, Monsanto funded Vanarai, a Pune-based NGO engaged in rural upliftment,
through the Monsanto Fund. Vanarai adopts villages and educates the villagers on
ways and means of improving their livelihood through self-help. This includes
training on diverse subjects such as water-management, vermiculture and even
personal hygiene. Since these training sessions were held under makeshift
shelters, Monsanto is helping Vanarai build five training centres in Maharashtra.
Monsanto Vidyarthi -
Monsanto India has established Monsanto Vidyarthi, a community outreach
programme which provides educational scholarships to primary, secondary and
university students in most of the regions where we grow our seed products.
Monsanto Vidyarthi is an endeavour by Monsanto's family of employees to give
something back to the communities in which we live and work. Of greater value
than the money and resources expended, is the personal commitment of time and
energy invested in the programme by each of our team members.
Our employees take
responsibility for visiting schools, meeting with teachers and students,
assessing needs, then following up by managing student enrolments and
distributing equipment and supplies.
To date, over 2000
students have benefitted from the Monsanto Vidyarthi programme at the secondary
level through various scholarship schemes. As part of the programme, students
from select villages in Karnataka and Andhra Pradesh have been equipped with
study material in the form of schoolbooks and schoolbags.
Technology Sharing
Monsanto strives to bring
appropriate technologies to boost yields and nutritional value in keeping with
the principles of sustainable development. For this reason, we have publicly
pledged to share globally our knowledge in agricultural research and to
facilitate the use of our technologies for the common good, improving food
security and protecting the environment. In fact, Monsanto has created a
dedicated team to facilitate technology sharing and agricultural collaborations
with public institutions, non-profit groups and local industry around the world.
We have already taken
steps to share with researchers around the world, free of cost, our knowledge of
the rice genome sequence which helped speed up the mapping of the rice genome
announced in January 2001. We are also sharing coat protein technology with the
most important papaya growers in five South-East Asian countries, to incorporate
resistance to the Papaya Ring Spot Virus (PRSV). We were the first to provide
royalty-free licences for all of our technologies that can help further
development of Vitamin A-enhanced Golden Rice and enable our technology to be
used for the development of Vitamin A- enhanced Golden Mustard oil. These steps
are consistent with the new Monsanto Pledge to Share.
THE MONSANTO PLEDGE
DIALOGUE
We will work with all
parties, including customers, to understand their concerns about agricultural
biotechnology.
TRANSPARENCY
We will make published
scientific data and data summaries on product safety and benefits publicly
available and accessible.We will work within rigorous, science-based regulations
as required by appropriate government agencies around the world.
RESPECT
We will respect the
religious, cultural and ethical concerns of people throughout the world by not
using genes from animals or humans in products intended for food or feed.We will
never commercialise a product in which a known allergen has been introduced.We
affirm our commitment not to pursue technologies that result in sterile seeds.We
will use alternatives to antibiotic-resistance genes to select for new traits as
soon as the technology allows us to do so. We will commercialise commodity grain
products only after they have earned approval for consumption by both humans and
animals.
SHARING
We will bring the
knowledge and advantages of all forms of agriculture to resource-poor farmers in
the developing world to help improve food security and protect the environment.
BENEFITS
We will work for farmers
commercially as well as environmentally, delivering benefits through
technologies that contribute directly to a vision of abundant food and a healthy
environment.
FINANCIAL:
SUMMARY FOR TEN YEARS
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|
NOTICE
NOTICE IS HEREBY
GIVEN THAT the Fifty first Annual General Meeting of Monsanto India
Limited, will be held on Wednesday, July 25, 2001, at 3.00 p.m. at M.C.
GHIA HALL, BHOGILAL HARGOVINDAS BUILDING, 2nd Floor, 18/20, Kaikhushru
Dubash Marg, Mumbai - 400 001, to transact the following business:
ORDINARY
BUSINESS :
- To receive,
consider and adopt the Balance Sheet as at 31st March, 2001 and the
Profit and Loss Account for the year ended on that date, together
with the reports of the Directors' and Auditors' thereon.
- To declare a
dividend.
- To appoint a
Director in place of Mr. H.C. Asher, who retires by rotation and
being eligible, offers himself for re-appointment.
- To consider and
if thought fit, to pass with or without modification(s), the
following resolution as an Ordinary Resolution:
"RESOLVED
THAT pursuant to the provisions of Section 225 and other applicable
provisions, if any, of the Companies Act, 1956, Messrs Deloitte
Haskins & Sells, Chartered Accountants, Mumbai be and are hereby
appointed as the Auditors of the Company to hold office from the
conclusion of this Annual General Meeting until the conclusion of
the next Annual General Meeting of the Company in place of Messrs
Ford, Rhodes, Parks & Co., Chartered Accountants, the retiring
Auditors of the Company, on such remuneration as may be fixed by the
Board of Directors ["the Board"] of the Company.
RESOLVED
FURTHER THAT the Board be and is hereby authorised to do all such
acts, deeds, matters and things as may be necessary to implement
this resolution."
SPECIAL
BUSINESS :
- To consider and
if thought fit, to pass with or without modification(s), the
following resolution as an Ordinary Resolution:
"RESOLVED
THAT Dr. S.P. Adarkar, who was appointed as an Additional Director
of the Company, holding office upto the date of this Annual General
Meeting pursuant to the provisions of Section 260 of the Companies
Act, 1956 (the "Act") and in respect of whom, the Company
has received a notice in writing along with deposit of Rs. 500 from
a member of the Company pursuant to the provisions of Section 257 of
the Act, proposing his candidature for the office of Director of the
Company, be and is hereby appointed as Director of the Company,
liable to retire by rotation."
- To consider and
if thought fit, to pass with or without modification(s), the
following resolution as an Ordinary Resolution:
"RESOLVED
THAT Mr. B.K. Chiu, who was appointed as an Additional Director of
the Company holding office upto the date of this Annual General
Meeting pursuant to the provisions of Section 260 of the Companies
Act, 1956 (the "Act") and in respect of whom, the Company
has received a notice in writing along with deposit of Rs. 500 from
a member of the Company pursuant to the provisions of Section 257 of
the Act, proposing his candidature for the office of Director of the
Company, be and is hereby appointed as Director of the Company,
liable to retire by rotation."
- To consider and
if thought fit, to pass with or without modification(s), the
following resolutions as Special Resolutions:
a. Increase
in Authorised Share Capital:
"RESOLVED
THAT the Authorised Share Capital of the Company be altered and
increased from the present Rs.5,00,00,000 (Rupees Five Crores Only)
divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10 each to
Rs. 10,00,00,000 (Rupees Ten Crores only) consisting of 1,00,00,000
(One Crore) Equity Shares of Rs. 10 each."
b. Amendment
of the Memorandum of Association:
"RESOLVED
THAT pursuant to the provisions of Section 16 and other applicable
provisions, if any, of the Companies Act, 1956, the existing Clause 5
of the Memorandum of Association of the Company relating to the Share
Capital be substituted with the following Clause:
5. The
Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees
Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares
of Rs. 10 (Rupees Ten) each with power to increase and with power
from time to time issue any shares of the original or new capital
with any preference or priority in the payment of dividends or the
distribution of assets or otherwise over any other shares, whether
ordinary or preference or whether issued or not, and to vary the
regulations of the Company, as far as necessary to give effect to
any such preference or priority, and upon the sub division of the
shares to apportion the right to participate in profits, surplus,
assets with special rights, priorities and privileges to any of the
sub divided shares, or the right to note in any manner as between
the shares resulting from such sub division. The rights for the time
being attached to any shares having preferential, deferred,
qualified or special rights, privileges or conditions attached
thereto may be modified or dealt with in the manner mentioned in the
Articles of Association for the time being of the Company, but not
otherwise."
c. Amendment
of the Articles of Association:
"RESOLVED
THAT pursuant to the provisions of Section 31 and other applicable
provisions, if any, of the Companies Act, 1956, the existing Article 4
of the Articles of Association of the Company relating to the Share
Capital be substituted with the following Article:
4. The
Authorised Share Capital of the Company is Rs. 10,00,00,000 (Rupees
Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.
10 each."
- To consider and
if thought fit, to pass with or without modification(s), the
following resolution as Special Resolution:
"RESOLVED THAT subject to such consents and approvals as may be
required and subject to the compliance of the relevant guidelines
issued by the Securities & Exchange Board of India, a sum of Rs.
4,31,55,870 being a part of the amount standing to the credit of the
General Reserve Account as on 31st March, 2001 be capitalized and
the same be applied for allotment of Bonus Shares to the persons
whose names appear on the Register of Members of the Company on
Record Date as may be fixed by the Board of Directors in that behalf
towards the allotment in full of 43,15,587 New Equity Shares of Rs.
10 each (the "New Equity Shares") and that such New Equity
Shares credited as fully paid up, be accordingly allotted as Bonus
Shares to such persons respectively in the proportion of one Equity
Share for every Equity Share held by them on the Record Date on the
following terms and conditions:
- That the
New Equity Shares so allotted shall be treated for all purposes
as an increase in the nominal amount of the paid-up capital of
the Company held by each member and not as income.
- That the
New Equity Shares so allotted shall be subject to the Memorandum
of Association and Articles of Association of the Company and
shall rank pari passu in all respects with and carry the same
rights as the existing Equity Shares including any dividend that
may be declared in respect of the financial year ending on 31st
March, 2002.
- That the
issue and allotment of the New Equity Shares in favour of
non-resident members of the Company in accordance with this
resolution be subject to the approval of Reserve Bank of India
under the Foreign Exchange Management Act, 1999.
- The
shareholders to whom the aforesaid New Equity Shares are
allotted as Bonus Shares by virtue of this resolution shall
accept the same in full and final satisfaction of their
respective rights and interest in the said capitalized sum of Rs.
4,31,55,870.
- No
allotment letters will be issued but the share certificates in
respect of shares held in physical form shall be issued within
three months from the date of allotment thereof and in the case
of shares held in dematerialised form, the intimation of
allotment of bonus shares shall be sent to the shareholders
within three months from the date of allotment thereof.
- The New
Equity Shares will be listed on Mumbai Stock Exchange, Delhi
Stock Exchange, National Stock Exchange and such other Stock
Exchanges as may be decided by the Board of Directors from time
to time."
"RESOLVED
FURTHER THAT the Board of Directors (the Board) be and are
hereby authorised:
- To
accept on behalf of the Company, modifications, if any,
relating to the issue of the New Equity Shares as may be
proposed by the concerned authorities, if any, and/or by the
Reserve Bank of India and which the Board may in their
absolute discretion think fit and proper; and
- To
modify the terms and conditions, quantum and amount to be
capitalized and number of New Equity Shares credited as
fully paid shares to be allotted, relating to the aforesaid
issue of Bonus Shares, if the circumstances so arise as
would necessitate these and to settle all questions or
difficulties that may arise with regard to the allotment and
issue of the said New Equity Shares, in such manner as they
shall determine in their absolute discretion."
EXPLANATORY
STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956:
ITEM NO: 5
Dr. S.P. Adarkar
resigned on 22nd May, 2001 as non-retiring nominee director of Monsanto
Company, USA and appointed as an Additional Director of the Company by
the Board in their meeting held on 22nd May, 2001.
Pursuant to the
provisions of Section 260 of the Companies Act 1956, ("the
Act") he holds office upto the date of this Annual General Meeting
of the Company. Notice along with deposit of Rs. 500 has been received
from a member of the Company in pursuance of Section 257 of the Act
proposing Dr. S.P. Adarkar as a candidate for the office of Director of
the Company. Dr. S.P. Adarkar has given his consent, if appointed, to
act as Director of the Company. Dr. S.P. Adarkar.s association with
Monsanto is since 1947 in various capacities in India and abroad. He
worked as Chairman of Mindia Chemicals Limited and Managing Director of
this Company for several years and later on was associated as nominee
director of Monsanto Company, USA. He holds a Doctorate degree in
Chemistry.
He is a Director
in the Companies viz.: The Saraswat Co-op. Bank Limited, Uni Abex Alloy
Products Limited, Maharashtra Hybrid Seeds Company Limited, Gujarath
Petrosynthese Limited, Pearl Organics Limited, Dalal Consultants &
Engineers Limited, Mahyco Vegetable Seeds Limited, Control Print (India)
Limited, Uni-Deritend Limited, Amar Remedies Limited, Peerless
Fabrickkerne India Limited, Classic Stripes Private Limited, Dai-ichi
Karkaria Limited. And he is also a member of Committees viz.: Gujarath
Petrosynthese Limited - Chairman of Audit Committee, Dai-ichi Karkaria
Limited - Member of Audit Committee and Monsanto India Limited - Member
of Shareholders'/Investors' Grievances Committee.
The Board
recommends the appointment of Dr. S. P. Adarkar as a Director of the
Company.
None of the
Directors other than Dr. S.P. Adarkar is interested in this Resolution.
ITEM NO: 6
Mr. B.K. Chiu was
appointed as an Additional Director of the Company effective from 4th
October, 2000 by the Board at its meeting held on 18th October, 2000.
Pursuant to the provisions of Section 260 of the Act, he holds office
upto the date of this Annual General Meeting of the Company. Notice
along with deposit of Rs. 500 has been received from a member of the
Company in pursuance of Section 257 of the Act proposing Mr. B.K. Chiu
as a candidate for the office of Director of the Company.
Mr. B. K. Chiu has
management experience of about 28 years and his association with
Monsanto is of about 16 years. Currently, he is the Lead - Asia Pacific
Region and is responsible for managing business of Monsanto in the Asia
Pacific Region. Mr. B K Chiu holds a Masters Degree in Agriculture
Science. He is a Director in the Companies viz.: Monsanto Philippines,
Inc., PT Monagro Kimia, Monsanto Japan Limited, Monsanto Singapore Co. (Pte)
Limited.
The Board
recommends the appointment of Mr. B.K. Chiu as a Director of the
Company.
None of the
Directors other than Mr. B.K. Chiu is interested in this Resolution.
ITEM NO: 7
The Company is
proposing to issue bonus shares in the ratio of one equity share for
every equity share held, which will increase the paid-up share capital
of the Company beyond the existing Authorised Share Capital of the
Company, hence, it is necessary to increase the Authorised Share Capital
of the Company and hence the resolution for amendment of Memorandum of
Association and Articles of Association is proposed herewith.
The Board
recommends the above resolutions for approval of the shareholders.
None of the
Directors of the Company is concerned or interested in the Resolution
except as a shareholder.
ITEM NO: 8
Presently the paid
up equity capital of the Company is Rs. 4,31,55,870 divided into
43,15,587 Equity Shares of Rs. 10 each. Against this, the Reserves and
Surplus stand at Rs. 211.12 Crores as at 31st March, 2001.
Your Directors
consider it desirable to bring the paid up share capital of the Company
more in line with the total capital employed in its business and
therefore recommend that a sum of Rs. 4,31,55,870 out of General Reserve
Account of the Company be capitalized and applied for the issue of
43,15,587 Equity Shares of Rs. 10 each as fully paid Bonus Shares. Your
Directors propose to issue the aforesaid Bonus Shares to the
Shareholders who, on the Record Date, to be determined by the Board of
Directors, shall be holders of 43,15,587 Equity Shares of the Company on
the basis of one Bonus Share for every Equity Share held, after
obtaining necessary consent of such authorities under the law for the
time being in force as may be required. The issue and allotment of Bonus
Shares to non-resident shareholders shall be subject to the approval of
Reserve Bank of India under the Foreign Exchange Management Act, 1999.
The proposed Bonus
Shares shall, subject to the Memorandum of Association and the Articles
of Association of the Company, rank pari passu in all respects with the
existing Equity Shares including for any dividend that may be declared
for the financial year ending on 31st March, 2002.
Your Directors
further record that the proposed issue of Bonus Shares is not in lieu of
dividend.
The Directors of
the Company may be considered to be interested in the Resolution to the
extent of their respective shareholdings in the Company.
BRIEF RESUME
& OTHER INFORMATION IN RESPECT OF MR. H.C. ASHER, DIRECTOR SEEKING
RE-APPOINTMENT AT THE ENSUING ANNUAL GENERAL MEETING:
Mr.H.C.Asher aged
about 67 years holds M.A., L.L.B. degree from Mumbai University. He
joined the Board of Directors of the Company in the year 1973. He is a
Senior Partner of Messrs. Crawford Bayley & Co., a leading firm of
Advocates and Solicitors in Mumbai. He has been in practice for over 45
years and has vast experience in the legal field and particularly on
matters relating to corporate laws.
He is a Director
in the Companies viz.: Allied Pickfords Private Limited, Ashok Leyland
Properties Limited, Atchison Casting Corporation Private Limited, ARI
Consolidated Investments Limited, Barmag India Private Limited, Bimag
Machines Private Limited, Diamant Boart Marketing Private Limited, Elof
Hansson (India) Private Limited, German Remedies Limited - Alternate
Director, Gulf Oil India Limited, Hind Filters Limited, Hind Syntex
Limited, Hinduja Finance Corporation Limited, IIT Capital Services
Limited, Industrial Investment Trust Limited, The Indian Card Clothing
Company Limited, Ingersoll-Rand (India) Limited, Indo-Timex Watches
Private Limited, KELTECH Energies Limited, Lloyd's Register Industrial
Services (India) Pvt.Ltd. - Alternate Director, Lakshmi Synthetic
Machinery Manufacturers Limited, Mandovi Pellets Limited, Migatronic
India Private Limited, Pacific Petrolite Private Limited, PRS
Technologies Private Limited, TUV India Private Limited. And he is also
a member of Committees viz.: Ingersoll - Rand (India) Limited -Member of
Audit Committee and Investors'/ Shareholders' Grievances Committee,
German Remedies Limited - Member of Audit Committee and Investors'/
Shareholders' Grievances Committee. The Indian Card Clothing Company
Limited - Member of Audit Committee and Investors'/Shareholders'
Grievances Committee and Monsanto India Limited - Member of Investors'/
Shareholders' Grievances Committee.
NOTES:
- A MEMBER
ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE
A MEMBER.
- The Register of
Members and Share Transfer books of the Company will be closed from Thursday,
5th July, 2001 to Thursday, 12th July, 2001 (both days
inclusive).
- Members are
requested to notify change of address, if any, to the
Company/Registrar & Share Transfer Agents.
- Shareholders
desiring any information as regards the accounts are requested to
write to the Company at least 7 days in advance, so as to enable the
Company to keep the information ready.
- In accordance
with the provisions of Section 205A of the Companies Act, 1956, the
Company has transferred unclaimed dividends in November 1997 for the
year ended 31st March, 1994 to the General Revenue Account of the
Central Government. Members concerned may, therefore, submit their
claims in the prescribed form to the Registrar of Companies,
Maharashtra, 2nd Floor, Hakoba Mills Compound, Dattaram Lad Marg,
Kalachowki, Mumbai - 400 033.
- In terms of
Sections 205A and 205C of the Companies Act, 1956, any dividend
remaining unpaid for a period of seven years from the due date of
payment is required to be transferred to the Investor Education and
Protection Fund. Members who have not encashed their dividend
warrants for the year 1994-95 or thereafter are requested to write
to the Company/Registrars & Share Transfer Agents.
By
Order of the Board of Directors
AJAI
JAIN
Counsel (Legal & Taxation) &
Company Secretary
Mumbai: May 22,
2001
Registered
Office:
Wakefield House, 11, Sprott Road,
Ballard Estate, Mumbai - 400 038.
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|
GENERAL
SHAREHOLDER INFORMATION
|
1. Listing on
Stock Exchanges:
- The Stock
Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.
Tel: 022-2655581/5626 Fax: 022-2658121/2723719
- National Stock
Exchange of India Ltd., Trade World, 2nd Floor, Kamala Mill
Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.Tel:
022-4972984/50/51 Fax: 022-4972985
- Delhi Stock
Exchange Association Ltd., DSE House, 3/1, Asaf Ali Road, New Delhi
110 002. Tel: 011-3292039/40 Fax: 011-3292181
2. Stock Code:
| The
Stock Exchange, Mumbai (BSE) |
: |
24084 |
| National
Stock Exchange of India Ltd |
: |
MONSANTO
(symbol) |
| Delhi
Stock Exchange Association Ltd |
: |
5874 |
| International
Securities Identification Number (ISIN) |
: |
INE274B01011 |
3. Monthly highs
and lows of market price and Distribution of Shares as on 31 st March,
2001:
|
|
4. Distribution
Schedule & Shareholding Pattern as on 31st March, 2001:
|
 |
|
 |
|
5. Address for
correspondence:
- Intime
Spectrum Registry Pvt. Ltd., 260, Shanti Industrial Estate,
Sarojini Naidu Road, Mulund(W), Mumbai-400 080. Tel.:
022-5647731/5684590 Fax.: 022-5923861.
- Monsanto
India Ltd., Admn.Office.: Ahura Centre, 5 th Floor, 96, Mahakali
Caves Road, Andheri(E), Mumbai-400 093. Tel: 022-8246450/6902100,
Fax: 022-6902122.
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DIRECTORS'
REPORT
TO THE
SHAREHOLDERS,
Your Directors
have pleasure in presenting their 51st Annual Report together with the
Audited Accounts for the year ended March 31, 2001.
1. FINANCIAL
RESULTS:
Consequent to the
amalgamation of Monsanto Technologies India Limited (MTIL) with your
company effective from 1.4.2000, the Profit & Loss Account for the
year ended March 31, 2001 reflects the merged company's figures. The
Profit & Loss figures for the last year are therefore not comparable
with the current year's figures.
| |
|
(Rupees in
Lacs)
|
| |
|
Year ended
31st March, 2001
|
Year ended
March, 2000
|
| Sales |
26968
|
11321
|
| Profit
before Taxes and |
|
|
| |
Extraordinary
item |
1693
|
1169
|
| Extraordinary
Item : |
|
|
| |
Reversal
of Depreciation of |
|
|
| |
earlier
years (MTIL) |
238
|
-
|
| Provision
for Wealth Tax |
(7)
|
-
|
|
Income tax-
prior year adjustment
|
-
|
34
|
| Balance
of Profit |
1924
|
1203
|
| |
Add
: Balance brought forward |
|
|
| |
from
previous year |
1293
|
1067
|
| |
Balance
taken over from MTIL on Amalgamation |
1612
|
-
|
| Amount
available for appropriation |
4829
|
2270
|
| Appropriated
as under: |
|
|
| |
|
|
|
| a. |
Proposed
Dividend |
415
|
-
|
| b. |
Interim
Dividend |
-
|
250
|
| c. |
Tax
on Proposed/Interim |
|
|
| |
Dividend |
42
|
27
|
| d. |
Transfer
to General Reserve |
1000
|
700
|
| |
Balance
in Profit & Loss Account |
3372
|
1293
|
| |
|
4829
|
2270
|
2. DIVIDEND:
Your directors are
pleased to recommend a dividend @ Rs. 10 per share (previous year Rs.
12.50 per share - including a one time golden jubilee dividend of Rs.
2.50 per share) on the Share Capital as enhanced during the year by
issue of shares, consequent to purchase of Agriculture Business and
assets of Monsanto Enterprises Limited and Monsanto Holdings Private
Limited respectively and the Shares of Monsanto Technologies India
Limited from Bretco Holdings (Mauritius) Limited.
3. BONUS
SHARES:
Your Directors
recommend capitalization of General Reserve to the extent of Rs.
4,31,55,870 by issue of bonus shares in the ratio of one bonus share for
every equity share held by the shareholders as on such date as the Board
of Directors may determine hereafter.
The proposed issue
of bonus shares is subject to the consent of the Shareholders at the
Annual General Meeting and appropriate resolutions are being placed
before you.
The Bonus Shares
shall rank pari passu in all respects with the existing fully paid-up
equity shares of the Company, including for any dividend that may be
declared for the financial year ending 31st March, 2002.
With the proposed
issue of such bonus shares, the total paid-up capital will become Rs.
863.12 Lacs.
4. INTEGRATION
OF AGRICULTURE BUSINESS IN INDIA:
The process of
integration of Monsanto's Agriculture Business in India started in April
2000 has been completed with the amalgamation of MTIL (a 100%
subsidiary) with the Company. As a result, your Company's position in
the market with the strong brand names of herbicides (Machete, Leader,
Roundup etc.) and Seeds (Asgrow, Dekalb etc.) will strengthen
substantially.
5. PERFORMANCE:
Consequent to the
integration of Agricultural Business, the sales of herbicides and seeds
for the current year ended 31st March, 2001 was Rs. 26968 lacs
(including export turnover of Rs. 2461 lacs) as against sale of
herbicides of Rs. 11321 lacs (export of Rs. 130 lacs) during the
previous year. Profit margins were however under pressure due to the
depressed agricultural markets and intense competition.
The Company's
ongoing efforts are focussed on expanding the markets for its range of
herbicides and growing its seed business.
6.
MANUFACTURING:
The Company
continues to focus on Environment, Safety and Health (ESH) in all
aspects of its manufacturing activities. The Silvassa Plant now has
accreditations for all the three i.e. ISO 9002 (QMS), BS 8800 (OHSMS),
and ISO 14001 (EMS). The Bellary plant is also BS 8800 certified. The
manufacturing team is committed to deliver high quality products
consistently and to reduce operational costs.
The Company during
the year acquired an industrial plot adjoining the existing plant in
Silvassa which will enable expansion and an improvement in the material
movement out of our Silvassa plant.
7. NAME CHANGE:
The members in the
Annual General Meeting of the Company held on July 14, 2000 approved the
change in the name of the Company to Monsanto India Limited.
The Registrar of
Companies, Maharashtra issued the fresh Certificate of Incorporation on
July 21, 2000.
8. PERSONNEL:
The relationship
with employees of the Company was very cordial and healthy during the
year. The Company recognizes the importance of the quality of its
employees and continues to invest significantly by providing on-the-job
and value added training on an ongoing basis.
The information
required under Section 217(2A) of the Companies Act, 1956 (the Act) and
the rules made are given in the Annexure appended hereto and forms part
of this report. In terms of Section 219(1)(b)(iv) of the Act, the Report
and Accounts are being sent to the shareholders excluding statement of
particulars of employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the said statement may
write to the Company at the Administrative Office of the Company.
9. DIRECTORS:
During the year
Mr. Terry Bunn and Mr. Robert Paley resigned from the Board in view of
their relocation. Your directors would like to place on record their
sincere gratitude towards the guidance and contribution made by them in
the growth of the business in India.
Mr. Wan Wah Chung
has been nominated as a director by Monsanto Company, USA in the casual
vacancy, caused by the resignation of Mr. Robert Paley under Article 111
of the Articles of Association of the Company. Mr. B K Chiu was
appointed as an additional director and Chairman in place of Mr. Terry
Bunn.
Dr. S.P. Adarkar,
a nominee director of Monsanto Company, USA has resigned from the Board
and has been appointed as an additional director of the company liable
to retire by rotation. Mr. B.K. Chiu and Dr. S.P. Adarkar vacate office
at the date of the forthcoming Annual General Meeting of the Company as
provided in the Articles of Association of the company but are eligible
for re-appointment. Notices have been received in writing from a member
of the company proposing the candidature of
Mr. B.K. Chiu and
Dr. S.P. Adarkar for the office of director along with necessary
deposits as required under Section 257(1) of the Companies Act, 1956.
Mr. H.C. Asher
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
10. DIRECTORS'
RESPONSIBILITY STATEMENT:
In compliance of
Section 217(2AA) of the Companies Act, 1956 as amended, your directors
confirm the following:
- in the
preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material
departure;
- they have
selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company
as on 31st March, 2001 and of the profit of the company for that
period;
- proper and
sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- the annual
accounts have been prepared on going concern basis.
11. AUDITORS:
The present
Auditors of the Company, Messrs Ford, Rhodes, Parks & Co., Chartered
Accountants, have expressed their unwillingness to be re-appointed as
Auditors on their retirement at the forthcoming Annual General Meeting.
The Board would record their appreciation of the assistance and guidance
provided by them during their long tenure with the Company. The Board
recommends the appointment of Messrs Deloitte Haskins & Sells,
Chartered Accountants as Auditors of the Company from the conclusion of
the ensuing Annual General Meeting until the conclusion of the next
Annual General Meeting of the Company on such remuneration as may be
fixed by the Board.
12. FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The details of
expenditure and earnings in foreign currency are given in the Notes to
Accounts in Schedule 16 to the Profit and Loss Account and Balance
Sheet.
13.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:
The information to
be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the Board
of Directors) Rules, 1988 is appended hereto and forms part of this
Report.
14.
ACKNOWLEDGEMENT:
Your Directors
would like to thank Monsanto Company, USA for their continued support,
guidance and co-operation throughout the year. The Directors also wish
to place on record their appreciation of the efficient and loyal
services rendered by all employees of the Company, without whose
efforts, this performance would not have been possible.
For and on behalf
of the Board of Directors
| R. C.
Khanna |
Sekhar
Natarajan |
| Director |
Managing
Director |
Mumbai : May 22,
2001
|
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|
AUDITORS'
REPORT TO THE MEMBERS
We have audited
the attached Balance Sheet of Monsanto India Limited, as at 31st March,
2001 and also the Profit and Loss Account of the Company for the year
ended on that date annexed thereto and report that:
- As required by
the Manufacturing and other Companies (Auditor's Report) Order,
1988, issued by the Company Law Board in terms of Section 227 (4A)
of the Companies Act, 1956, we annex hereto a statement on the
matters specified in paragraphs 4 and 5 of the said Order.
- Further to our
comments referred to in paragraph 1 above :
- We have
obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purpose of
our audit.
- In our
opinion, proper books of accounts as required by law have been
kept by the Company so far as it appears from our examination of
the books.
- In our
opinion, the Balance Sheet and the Profit and Loss Account dealt
with by this report are in compliance with the accounting
standards referred to in Section 211 (3C) of the Companies Act,
1956 and are in agreement with the books of accounts.
- In our
opinion and to the best of our information and according to the
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required
and give a true and fair view :
- in the
case of the Balance Sheet, of the state of the affairs of
the Company as at 31st March, 2001
- in the
case of the Profit and Loss Account, of the profit for the
year ended on that date.
- On the basis of
the written representations received from the directors as on 31st
March, 2001 and taken on record by the Board of Directors, we report
that none of the directors are disqualified as on 31 st March, 2001
from being appointed in terms of Section 274 (1)(g) of the Companies
Act, 1956.
For
FORD, RHODES, PARKS & CO.
Chartered Accountants
S.B.
PRABHU
Partner
Mumbai: May 22,
2001
ANNEXURE TO THE
AUDITORS' REPORT
As required by the
Manufacturing and other Companies (Auditor's Report) Order, 1988, issued
by the Company Law Board in terms of Section 227 (4A) of the Companies
Act, 1956, on the basis of such checks as we considered appropriate, we
report that :
- The Company has
maintained proper records showing full particulars including
quantitative details and situation of its fixed assets. The fixed
assets have been physically verified by the management during the
year and no material discrepancies were noticed on such
verification. In our opinion, the frequency of verification is
reasonable.
- None of the
fixed assets has been revalued during the year.
-
- The stocks
of finished goods, raw materials and packing materials have been
physically verified by the management during the year at
reasonable intervals. The discrepancies noticed on such
verification between the physical stocks and the book records
were not material and the same have been properly dealt with in
the books of accounts.
- The
procedures of physical verification of stocks followed by the
management are, in our opinion, reasonable and adequate in
relation to the size of the Company and the nature of its
business.
- In our
opinion, the valuation of stocks is fair and proper in
accordance with the normally accepted accounting principles, and
is on the same basis as in the preceding year except for the
inclusion of excise duty on finished stock lying in bond in
factory (See Note No. 21 of Schedule 16).
- The Company has
taken interest-free unsecured inter- corporate deposit from a
company under the same management as defined under section 370(1B)
of the Companies Act, 1956, the terms and conditions of which are
not prejudicial to the interest of the Company. No other loan has
been taken from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956, or
from companies under the same management as defined under section
370(1B) of the Companies Act, 1956.
- The Company has
granted unsecured inter-corporate loans to a company under the same
management, the rate of interest and the other terms and conditions
of which are not prejudicial to the interest of the Company. No
other loan has been granted to companies, firms or other parties
listed in the register maintained under Section 301 of the Companies
Act, 1956, or to companies under the same management as defined
under section 370(1B) of the Companies Act, 1956.
- The Company has
not given any loan to any other party except for loans to employees
who are repaying the interest, wherever applicable, and the
principal amounts as stipulated.
- In our opinion
and according to the information and explanations given to us, there
are adequate internal control procedures commensurate with the size
of the Company and the nature of its business with regard to
purchases of stores, raw materials, components, plant and machinery,
equipment and other assets and for the sale of goods.
- In our opinion,
purchase of goods, materials and sale of goods, materials and
services made in pursuance of contracts or arrangements entered in
the register maintained under section 301 of the Companies Act,
1956, and aggregating during the year to Rs.50,000 or more in value
in respect of each party have been made at prices/rates which are
reasonable having regard to the prevailing market prices/ rates of
such goods, materials or services or the prices at which
transactions for similar goods or materials have been made with
other parties.
- As explained to
us, unserviceable or damaged stores, raw materials and finished
goods have been determined by the Company and adequate provision has
been made in the accounts for the loss arising on such items.
- The Company has
not accepted any deposits from the public.
- In our opinion,
reasonable records have been maintained by the Company for the sale
or disposal of realisable scrap. The Company has no by-products.
- The Company has
an internal audit system, which, in our opinion, is adequate and
commensurate with the size of the Company and the nature of its
business.
- We have broadly
reviewed the cost records maintained by the Company pursuant to the
rules made by the Central Government for maintenance of cost records
under section 209(1)(d) of the Companies Act, 1956 and are of the
opinion that prima facie the prescribed accounts and records have
been maintained. We have not, however, made a detailed examination
of the said records.
- According to
the records of the Company, Provident Fund and Employees' State
Insurance dues have been deposited regularly with the appropriate
authorities during the year.
- According to
the books and records examined by us and the information and
explanations given to us, there were no undisputed amounts payable
in respect of income tax, wealth tax, sales tax, customs duty and
excise duty which have remained outstanding as at 31st March, 2001,
for a period exceeding six months from the date they became payable.
- According to
the information and explanations given to us and the records of the
Company examined by us, no personal expenses have been charged to
revenue account other than those payable under contractual
obligations or in accordance with generally accepted business
practice.
- The Company is
not a sick industrial company within the meaning of clause (o) of
Section 3 (1) of the Sick Industrial Companies (Special Provisions)
Act, 1985.
- As explained to
us, there were no damaged goods in the case of goods purchased by
the Company for resale.
- In respect of
service activities of the Company :
- These
activities do not involve consumption of materials and stores.
- Allocation
of man-hours to jobs is not maintained as it is not relevant in
view of the nature of services rendered.
- In view of
the above, the question of reasonableness of system of
authorisation and internal control on allocation of stores and
labour to jobs, does not arise.
For FORD,
RHODES, PARKS & CO.
Chartered Accountants
S.B. PRABHU
Partner
Mumbai: May 22,
2001
top
|
ANNUAL ACCOUNTS
|
BALANCE SHEET
AS AT 31ST MARCH, 2001
|
| |
|
|
31-3-2001
|
|
31-3-2000
|
|
Schedule |
|
(Rs. in Lacs)
|
(Rs. in Lacs)
|
|
(Rs. in Lacs)
|
(Rs. in Lacs)
|
| I. SOURCES OF
FUNDS |
|
|
|
|
|
|
|
| SHAREHOLDERS'
FUNDS |
|
|
|
|
|
|
|
| Share Capital |
1
|
|
431.56
|
|
|
200.26
|
|
| Share Application
Money Received |
|
|
0.12
|
|
|
0.12
|
|
| Reserves and
Surplus |
2
|
|
21112.01
|
|
|
4092.81
|
|
|
|
|
|
21543.69
|
|
|
4293.19
|
| LOANS FUNDS |
|
|
|
|
|
|
|
| Secured Loans |
3
|
|
67.26
|
|
|
212.28
|
|
| Unsecured
Loans |
4
|
|
200.00
|
|
|
–
|
|
|
|
|
|
|
267.26
|
|
|
212.208
|
|
TOTAL
|
|
|
|
21810.95
|
|
|
4505.47
|
|
|
|
|
|
|
|
|
| II. APPLICATION
OF FUNDS |
|
|
|
|
|
|
|
| FIXED ASSETS |
|
|
|
|
|
|
|
| Gross Block |
5
|
|
6384.70
|
|
|
1219.99
|
|
| Less: Depreciation |
|
|
965.43
|
|
|
292.19
|
|
| Net Block |
|
|
5419.27
|
|
|
927.80
|
|
| Capital
Work-in-Progress and Advances |
|
|
99.61
|
|
|
33.56
|
|
|
|
|
|
5518.88
|
|
|
961.36
|
| |
|
|
|
|
|
|
|
| INVESTMENTS |
6
|
|
|
0.24
|
|
|
0.02
|
|
|
|
|
|
|
|
|
| CURRENT ASSETS,
LOANS AND ADVANCES |
|
|
|
|
|
|
|
| Inventories |
7
|
|
8077.02
|
|
|
2498.53
|
|
| Sundry Debtors |
8
|
|
8445.21
|
|
|
2631.70
|
|
| Cash and Bank
Balances |
9
|
|
716.96
|
|
|
38.15
|
|
| Other Cuurent
Assets |
10
|
|
201.12
|
|
|
27.53
|
|
| Loans and Advances |
11
|
|
4516.68
|
|
|
851.29
|
|
|
|
|
21956.99
|
|
|
6047.20
|
|
| LESS: CURRENT
LIABILITIES AND PROVISIONS |
12
|
|
5665.16
|
|
|
2503.11
|
|
| NET CURRENT ASSETS |
|
|
|
16291.83
|
|
|
3544.09
|
|
TOTAL
|
|
|
|
21810.95
|
|
|
4505.47
|
| Notes to Accounts |
16
|
|
|
|
|
|
|
|
PROFIT AND LOSS
ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2001
|
|
|
|
Year Ended
31-3-2001
|
|
Year Ended
31-3-2000
|
|
Schedule
|
|
(Rs. in Lacs)
|
|
(Rs. in Lacs)
|
| INCOME |
|
|
|
|
|
| Sale |
|
|
26967.62
|
|
11320.86
|
| Other Income |
13
|
|
238.08
|
|
128.44
|
|
|
|
27205.70
|
|
11449.30
|
| EXPENDITURE |
|
|
|
|
|
| Material Cost |
14
|
|
13107.41
|
|
7936.45
|
| Excise Duty |
|
|
2909.11
|
|
945.72
|
| Expenses |
15
|
|
8607.31
|
|
1080.16
|
| Interest and
Finanace Charges |
|
|
316.42
|
|
244.57
|
| Depreciation |
|
|
572.15
|
|
73.33
|
|
|
|
25512.40
|
|
10280.23
|
| Profit before Prior
Year Item and Tax |
|
|
1693.30
|
|
1169.07
|
| Prior Years
Depreciation Reversed (see Note No. 22) |
|
|
237.84
|
|
–
|
| Profit before Tax |
|
|
1931.14
|
|
1169.07
|
| Provision for
Wealth Tax |
|
|
7.00
|
|
–
|
| Income Tax Prior
Year - Debit/(Credit) |
|
|
–
|
|
(33.87)
|
| Profit after Tax |
|
|
1924.14
|
|
| |
