Mar 31, 2015
1. There is no Shareholder holding more than 5% share of total share
capital
2. 2,16,20,529 Equity Shares out of the Issued, Subscribed and Paid up
Share capital(2,16,20,529) were allotted as Bonus Share in the last
five years by capitalisation of Securities Premium and Reserves.
3. 1,36,70,315 Equity Shares out of the Issued, Subscribed and Paid up
Share capital (1,36,70,315) were allotted during the last five years
pursuant to a scheme of amalgamation without payment being received
in cash.
4. 5,59,17,060 Equity Shares out of the Issued, Subscribed and Paid up
Share capital (5 59 17 060) were allotted in the last five years on
conversion /exercise of warrants and against Global Depository
Receipts.
5. On 10-01-2011 the Company issued 1,08,10,000 Convertible Equity
Share Warrants which were convertible into 1 Equity Share of Rs. 10
each at a price calculated in accordance with SEBI regulation. 25% of
the issue price was payable at the time of allotment of warrants and
the balance 75% at the time of allotment of Equity Shares. On
25-03-2011, 15,60,000 warrants were converted into Equity Shares.
(Rs. in Lacs)
As at As at
31 March, 31 March,
2015 2014
6. Contingent Liabilities and Commitments
(to the extend not provided for) Guarantees given
by the Bank on behalf of the Company
Estimated amount of Contracts remaining to be
executed on Capital Account and not
provided for (net of advances)
Non provision of interest post NPA claims
not acknowledged as debts 5,821.25 2,551.72
TOTAL 5,821.25 2,551.72
7. The title deeds for land (freehold and leasehold), building,
residential flats, licenses, agreements, loan documents, and some of
the bank accounts etc. are in the process of being transferred in the
name of the Company on amalgamation of Tungabhadra Holdings Private
Limited. Stamp duty and other levies arising out of the Scheme of
Amalgamation, if any, shall be accounted on determination and
completion of transfer formalities.
8. The outflow of the resources in respect of pending disputed
matters in respect of Sales Tax and Excise Duty would depend on the
ultimate outcome of the disputes lying before various authorities
amounting to Rs. 294.11 lacs (previous year Rs. 294.11 lacs) however
company has made the provision to the full extent. The Company has
taken legal and other steps necessary to protect its position in
respect of these claims.
9. Disclosure pursuant to Accounting Standard AS-15 "Employee
Benefits"
A. The Company has recognized Rs. 134.94 lacs (Previous Year Rs.
105.16 lacs) in the statement of Profit and Loss for the year ended
31st March, 2015 under Defined Contribution Plan.
B. Defined Benefit Plans:
Contribution to Gratuity:
Provision for Gratuity has been made in the accounts based on an
actuarial valuation carried out at the close of the year. The
10. (i) Assignment of Debts under Short Term loans and Advances
represents debts for which the Company has entered into deeds of
assignment for transfer of debts outstanding and receivable by the
Company, to the purchaser of the debts.
(ii) In the opinion of the Board, Current Assets, Loans and Advances
have a value on realisation in the ordinary course of business at least
equal to the amount at which they are stated.
11. The Company has recognised exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard 11, inserted vide notification No. 43R 22E dated 31st March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and
further notification dated 29th December, 2011.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly
net exchange loss relating to the financial year 2014-15 amounting to
Rs. 55.03 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortised.
12. In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statement of the Company and therefore, no separate disclosure on
segment information is given in these financial statements.
13. Balances of sundry Creditors, Debtors, Loans and advances,
deposits etc. are as per books of accounts in absence of confirmation
and reconciliation thereon.
14. The company has declared a lockout at its Khopoli Unit since
November. 2013
15. The company has not provided interest to the extent of Rs. 58.22
crores on certain bank outstanding which were classified as
non-performing assets during the previous year.
16. Consortium of banks led by State Bank of India has taken action
under Securitisation and reconstruction of financial assets and
enforcement of Security interest Act 2002 in February,20l4 and called
upon the company to repay the amount of Rs 193.19 Crores towards the
dues as on 31.01.2014 within sixty days. Thereafter the consortium of
banks have taken symbolic possession on 29.05.2014 of the immovable
assets at the Khopoli unit.
17. Interest amounting to Rs. 7.06 crores on ICD's given by the
company is not considered as income due to realisability not being
certain.
18. Debit balances aggregating Rs. 56.19 crores considered
unrealizable have been written off as a prudent measure
19. Exceptional item of Rs 6.52 Crores relate to writeoff of advance
for discontinued project.
20. The accumulated losses till 31st March, 2015, has exceeded the
share capital value including other reserves, thereby the net worth of
the company has been completely eroded. However on account of strategic
understanding with suppliers/customers the company is on the revival
mode and is operating some of the units. In view of the same the going
concern concept holds good.
21. Corresponding previous figures have been regrouped/recast and
reclassified to make them comparable.
Mar 31, 2014
1. The title deeds for land (freehold and leasehold), building,
residential flats, licenses, agreements, loan documents, and some of
the bank accounts etc. are in the process of being transferred in the
name of the Company on amalgamation of Tungabhadra Holdings Private
Limited. Stamp duty and other levies arising out of the Scheme of
Amalgamation, if any, shall be accounted on determination and
completion of transfer formalities.
2. The outflow of the resources in respect of pending disputed matters
in respect of Sales Tax and Excise Duty would depend on the ultimate
outcome of the disputes lying before various authorities amounting to Rs.
294.11 lacs (previous year Rs. 294.11 lacs) however company has made the
provision to the full extent. The Company has taken legal and other
steps necessary to protect its position in respect of these claims.
3. Disclosure pursuant to Accounting Standard AS-15 "Employee
Benefits"
A. The Company has recognized Rs. 105.16 lacs (Previous Year Rs. 71.70
lacs) in the statement of Profit and Loss for the year ended 31st
March, 2014 under Defined Contribution Plan.
B. Defined Benefit Plans:
Contribution to Gratuity:
Provision for Gratuity has been made in the accounts based on an
actuarial valuation carried out at the close of the year. The Company
does not have any funding arrangement and the liability is discharged
to the employees in the year of retirement / cessation of employment.
4. (i) Assignment of Debts under Short Term loans and Advances
represents debts for which the Company has entered into deeds of
assignment for transfer of debts outstanding and receivable by the
Company, to the purchaser of the debts. (ii) In the opinion of the
Board, Current Assets, Loans and Advances have a value on realisation
in the ordinary course of business at least equal to the amount at
which they are stated.
5. During the year 2006-07 the Company made a Follow on Public Issue
and consequently raised an amount of Rs. 13,100 Lacs.
The shareholders of the company at the Annual General Meeting held on
17th September, 2012 approved variation in utilisation of follow on
public offer proceeds, so that the company can also utilize the
proceeds for. Manufacturing of SAW & ERW pipes at Chennai or at such
other locations may be decided by the Board. Out of Rs. 13500 1acs, Rs.
8036 lacs will be utilized from the unutilized proceeds of public issue
and balance Rs. 5464 lacs will be from unutilized proceeds of GDR issue.
The detail of utilization of proceeds of Rs. 13500 lakh is given
hereunder:
6 Disclosures in respect of Derivatives Instruments:
i) Derivative Instruments Outstanding as on 31st March, 2014 Rs. Nil
Foreign Currency Exposure that are not hedged by forward contracts as
at 31st March, 2014.
7 The Company has recognised exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard 11, inserted vide notification No. 43R 22E dated 31st March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and
further notification dated 29th December, 2011.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly,
net exchange loss relating to the financial year 2013-14 amounting to Rs.
213.56 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortised.
8 In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statement of the Company and therefore, no separate disclosure on
segment information is given in these financial statements.
9 Balances of Sundry Creditors, Debtors, Loans and advances, deposits
etc. are as per books of accounts in absence of confirmation and
reconciliation thereon.
10.The company has declared a lockout of its khopoli unit in November,
2013.
11. After a detailed assesment,the compnany has written off old and
damaged stock aggregating to Rs. 20.02 crores, lying at various units of
the company, as realisable value had significantly eroded.
12. The companyhas not provided interest to the extent of Rs. 25.52
crores on certain bank outstanding which were classified as non
performing assets during the year.
13. Consortium of banks led by State Bank of India has taken action
under Securitisation & Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 in February 2014 and called
upon the company to repay the amount of Rs.193.19 crores towards the dues
as on 31.01.2014, within 60 days.Thereafter,the consortium of banks
have taken symbolic possession on 29.05.2014 of the immovable assets at
the khopoli unit.
14. Interest amounting to Rs. 8.77 crores on ICDs given by the company is
not considered as income due to realisability not being certain.
15. Debit balance aggregating Rs. 47.00 crores, considered unrealisable
have been written off as a prudent measure.
16. Exceptional item of Rs. 56.02 crores relate to write off of the
advances of discontinued projects.
17. Corresponding Previous year figures have been regrouped / recast
and reclassified wherever necessary to make them comparable.
Mar 31, 2013
1. The title deeds for land (freehold and leasehold), building,
residential flats, licenses, agreements, loan documents, and some of
the bank accounts etc. are in the process of being transferred in the
name of the Company on amalgamation of Tungabhadra Holdings Private
Limited. Stamp duty and other levies arising out of the Scheme of
Amalgamation, if any, shall be accounted on determination and
completion of transfer formalities.
2. The outflow of the resources in respect of pending disputed
matters in respect of Sales Tax and Excise Duty would depend on the
ultimate outcome of the disputes lying before various authorities
amounting to Rs. 294.11 lacs (previous year Rs. 478.50 lacs). however
company has made the provision to the ful extent. The Company has taken
legal and other steps necessary to protect its position in respect of
these claims.
3. Disclosure pursuant to Accounting Standard AS-15 "Employee
Benefits"
A. The Company has recognized Rs. 71.70 lacs (Previous Year Rs. 86.67
lacs) in the statement of Profit and Loss for the year ended 31st
March, 2013 under Defined Contribution Plan.
B. Defined Benefit Plans:
Contribution to Gratuity:
Provision for Gratuity has been made in the accounts based on an
actuarial valuation carried out at the close of the year. The Company
does not have any funding arrangement and the liability is discharged
to the employees in the year of retirement / cessation of employment.
4. (i) Assignment of Debts under Short Term loans and Advances
represents debts for which the Company has entered into deeds of
assignment for transfer of debts outstanding and receivable by the
Company, to the purchaser of the debts.
(ii) In the opinion of the Board, Current Assets, Loans and Advances
have a value on realisation in the ordinary course of business at least
equal to the amount at which they are stated.
5. During the year 2006-07 the Company made a Follow on Public Issue
and consequently raised an amount of Rs. 13100 Lacs.
The shareholders of the company at the Annual General Meeting held on
17th September, 2012 approved variation in utilisation of follow on
public offer proceeds, so that the company can also utilize the
proceeds for. Manufacturing of SAW & ERW pipes at Chennai or at such
other locations may be decided by the Board. Out of Rs. 135001acs, Rs. 8036
lacs will be utilized from the unutilized proceeds of public issue and
balance Rs. 5464 lacs will be from unutilized proceeds of GDR issue. The
detail of utilization of proceeds of Rs. 13500 lakh is given hereunder:
6. The Company has recognised exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard 11, inserted vide notification No. 43R 22E dated 31st March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and
further notification dated 29th December, 2011.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly,
net exchange loss relating to the financial year 2012-13 amounting to Rs.
170.30 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortised.
7. Bank Balance includes Rs. 7889.29 lacs with a bank for which
statement of accounts/confirmation as at 31/03/2013 is awaited.
8. In accordance with Accounting Standard  17 "Segment Reporting",
segment information has been given in the consolidated financial
statement of the Company and therefore, no separate disclosure on
segment information is given in these financial statements.
9. Previous year figures have been reclassified to conform to this
year''s classification.
Mar 31, 2012
1.1 2,16,20,529 Equity Shares out of the Issued, Subscribed and Paid up
(2,16,20,529) Share capital were allotted as Bonus Share in the last
five years by capitalization of Securities Premium and Reserves.
1.2 1,36,70,315 Equity Shares out of the Issued, Subscribed and Paid
(1,36,70,315) up Share capital were allotted during the last five years
pursuant to a scheme of amalgamation without payment being received in
cash.
1.3 5,59,17,060 Equity Shares out of the Issued, Subscribed and Paid
(5,59,17,060) up Share capital were allotted in the last five years on
conversion/exercise of warrants and against Global Depository Receipts.
1.4 On 10-01-2011 the Company issued 1,08,10,000 Convertible Equity
Share Warrants which were convertible into 1 Equity Share of Rs. I0
each at a price calculated in accordance with SEBI regulation. 25% of
the issue price was payable at the time of allotment of warrants and
the balance 75% at the time of allotment of Equity Shares. On
25-03-2011, 15.60.000 warrants were converted into Equity Shares. The
remaining 92.50.000 warrants are convertible into Equity Share before
09-07-2012.
Note:
Term Loan from Axis Bank Ltd. is secured by mortgage of property
located at 2nd Floor, Bldg., No. 2, Vedant Commercial Complex, Vartak
Nagar, Thane (W) Including all rent receivable from the said property.
Term Loan from Foreign Institution is secured by
(i) First charge (hypothecation) of all movable assets, including Plant
and Machinery purchased out of this Term Loan with a second charge of
these assets to existing working capital bankers, and
(ii) Second charge (hypothecation) on overall existing movable and
immovable assets including Plant and Machinery.
(*) There are no Micro and Small enterprises to whom the Company owes
amounts which are outstanding as at 31st March 2012. This information
as required to be disclosed under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSME) has been determined on the
basis of and to the extent information is available with the Company.
No interest is paid / payable during the year to any enterprise
registered under the MSME.
* includes Rs. 410 lacs advances against sales of land, Rs. 253.83 lacs
Export obligation steel etc.
There is no amount due and outstanding as on 31st March, 2012, to be
credited to Investors Education and Protection Fund.
SHORT TERM PROVISIONS
* includes Rs. 64.63 lacs provision for interest on dividend tax
Buildings include (a) Ownership Flats, Roads, Drains and Pipelines
and cost of shares in cooperative housing societies.
(b) Rs. 0.91 lac (previous year Rs. 0.91 lacs) being the cost of two
flats on 30 years lease for which the Society is yet to be formed.
(c) Refer Note No. 33 is regard to pending transfer of title.
* includes Rs. 2141.05 lacs assignment of debts and Rs. 1775 lacs
advances recoverable etc.
2. The title deeds for land (freehold and leasehold), building,
residential flats, licenses, agreements, loan documents, and some of
the bank accounts etc. are in the process of being transferred in the
name of the Company on amalgamation of Tungabhadra Holdings Private
Limited. Stamp duty and other levies arising out of the Scheme of
Amalgamation, if any, shall be accounted on determination and
completion of transfer formalities.
3. The outflow of the resources in respect of pending disputed
matters in respect of Sales Tax and Excise Duty would depend on the
ultimate outcome of the disputes lying before various authorities
amounting to Rs. 478.50 lacs (previous year Rs. 491.39 lacs). The
Company has taken legal and other steps necessary to protect its
position in respect of these claims.
4. Disclosure pursuant to Accounting Standard AS-15 "Employee
Benefits"
A. The Company has recognized Rs. 86.67 lacs (Previous Year Rs. 74.94
lacs) in the statement of Profit and Loss for the year ended 3Ist
March, 20I2 under Defined Contribution Plan.
B. Defined Benefit Plans:
Contribution to Gratuity:
Provision for Gratuity has been made in the accounts based on an
actuarial valuation carried out at the close of the year. The Company
does not have any funding arrangement and the liability is discharged
to the employees in the year of retirement / cessation of employment.
Note: Related Party relationship is as identified by the Company based
on available information and relied upon by the auditors.
5. (i) Assignment of Debts under Short Term loans and Advances
represents debts for which the Company has entered into deeds of
assignment for transfer of debts outstanding and receivable by the
Company, to the purchaser of the debts.
(ii) In the opinion of the Board, Current Assets, Loans and Advances
have a value on realization in the ordinary course of business at least
equal to the amount at which they are stated.
6. During the year 2006-07 the Company made a Follow on Public Issue
and consequently raised an amount of Rs. 120.95 Crore.
Pending full utilization, the balance amount is held in Current/Fixed
deposit /loan accounts.
7. Disclosures in respect of Derivatives Instruments:
i) Derivative Instruments Outstanding as on 31st March, 2011 Rs. Nil
ii) Foreign Currency Exposure that are not hedged by forward contracts
as at 31st March, 2012.
8. The Company has recognized exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard II, inserted vide notification No. 43R 22E dated 3Ist March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and
further notification dated 29th December, 2011.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly,
net exchange loss relating to the financial year 2011-12 amounting to Rs.
387.82 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortized.
9. In accordance with Accounting Standard - 17 "Segment
Reporting", segment information has been given in the consolidated
financial statement of the Company and therefore, no separate
disclosure on segment information is given in these financial
statement.
10. The financial statement for the year ended 31st March, 2011 had
been prepared as per the applicable, pre-revised Schedule VI to the
Companies Act, 1956. Consequent to the notification under the Companies
Act. 1956, the financial statements for the year ended 31st March, 2012
are prepared under the revised Schedule VI. Accordingly, the previous
year figures have also been reclassified to conform to this year's
classification.
* includes Rs. 2141.05 lacs assignment of debts and Rs. 1775 lacs advances
recoverable etc.
11. Contingent Liabilities and Commitments
(to the extend not provided for)
1. Guarantees given by the Bank on behalf
of the Company 3,973.60 1,098.11
2. Estimated amount of Contracts
remaining to be executed on Capital
Account and not provided for (net of
advances) 4,151.43 3,926.00
TOTAL 8,125.03 5,024.11
Note: -
a) Item No. 3 to 5 are translated at exchange rate as on 31st March,
2012 - US Dollars = Rs. 51.16.
b) Item No. 6 to 10 are translated at annual average exchange rate - US
Dollars = Rs. 47.90.
Mar 31, 2011
1. Estimated amount of contracts remaining to be executed on capital
account - Net of Advances of Rs. 3926 lacs (previous year Rs. 2099.69
lacs)
2. The charge by way of hypothecation of inventories in favour of
Bankers also extends to the guarantees aggregating to Rs. 1098.11 lacs
(previous year Rs. 31 lacs) given by the Bank on behalf of the Company.
3. The outflow of the resources in respect of pending disputed matters
in respect of Sales Tax and Excise Duty would depend on the ultimate
outcome of the disputes lying before various authorities amounting to
Rs. 491.39 lacs (previous year Rs. 491.39 lacs). The Company has taken
legal and other steps necessary to protect its position in respect of
these claims.
4. There are no Micro and Small enterprises to whom the Company owes
amounts which are outstanding as at 31st March 2011. This information
as required to be disclosed under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSME) has been determined on the
basis of and to the extent information is available with the Company.
No interest is paid / payable during the year to any enterprise
registered under the MSME.
(c) The remuneration as approved by the Remuneration Committee/ Board /
Shareholders paid/provided to the Managing Director during the year has
been considered as the minimum remuneration, resulting in excess of
such remuneration over maximum remuneration, as per sanction received
from Ministry of Corporate Affair vide letter dated 11th May, 2011
amounting to Rs. 170.46 lacs. The Company will file an application with
the Central Government in this regard.
5. Disclosure pursuant to Accounting Standard AS-15 ÃEmployee
Benefits"
B. Defined Benefit Plans:
Contribution to Gratuity:
Provision for Gratuity has been made in the accounts based on an
actuarial valuation carried out at the close of the year. The Company
does not have any funding arrangement and the liability is discharged
to the employees in the year of retirement / cessation of employment.
6. (i) Advances recoverable in cash or in kind or for value to be
received includes:
Rs. 2148.85 lacs (previous year Rs 2148.85 lacs) for which the Company
has entered into deeds of assignment for transfer of debts outstanding
and receivable by the Company, to the purchaser of the debts.
(ii) In the opinion of the Board, Current Assets, Loans and Advances
have a value on realisation in the ordinary course of business at least
equal to the amount at which they are stated.
7. The Company has recognised exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard 11, inserted vide notification No. 43R 22E dated 31st March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly,
net exchange gain relating to the financial year 2010-11 amounting to
Rs. 27.93 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortised.
8. In accordance with Accounting Standard à 17 ÃSegment ReportingÃ,
segment information has been given in the consolidated financial
statement of the Company and therefore, no separate disclosure on
segment information is given in these financial statement.
9. Previous year figures have been re grouped /recast, wherever
necessary.
Mar 31, 2010
(Rs.In Lacs)
March 31, March 31,
1. Contingent Liabilities not provided for 2010 2009
in respect of :-
a) Disputed Sales Tax Demands - 12.49
2. Estimated amount of contracts remaining to be
executed on capital account - Net of Advance 2099.69 2423.79
3. The charge by way of hypothecation of inventories in favour of
Bankers also extends to the guarantees aggregating to Rs. 31 lacs
(previous year Rs. 1743.53 lacs) given by the Bank on behalf of the
Company.
4. The outflow of the resources in respect of pending disputed matters
in respect of Sales Tax and Excise Duty would depend on the ultimate
outcome of the disputes lying before various authorities amounting to
Rs. 491.39 lacs (previous year Rs. 491.39 lacs). The Company has taken
legal and other steps necessary to protect its position in respect of
these claims.
5. There are no Micro and Small enterprises to whom the Company owes
amounts which are outstanding as at 31 st March 2010. This information
as required to be disclosed under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSME) has been determined on the
basis of and to the extent information is available with the Company.
No interest is paid / payable during the year to any enterprise
registered under the MSME.
6. Scheme of Arrangement between Birla Precision Technologies Limited
(BPTL) and Tungabhadra Holdings Private Limited (THPL) with Zenith
Birla (India) Limited ("the Company").
In accordance with the Scheme of Arrangement (the Scheme) between the
Company with BPTL and THPL as approved by the members, at a court
convened meeting held on May 29, 2009, the Honorable High Court of
Judicature at Mumbai, vide its Order dated, January 8, 2010, sanctioned
the following:
(a) (i) The Tool Division of the Company, being all its assets and
properties, both movable and immovable, industrial and other licenses,
trademarks, all other interests, rights and powers of every kind, etc.,
and all its debts, liabilities, duties and obligations, has been
transferred to and vested in BPTL retrospectively with effect from
April 01,2008 (the appointed date). The Scheme has accordingly been
given effect to in these accounts.
(ii) On account of the said demerger the Company has transferred all
the assets and liabilities of the Tool Division to BPTL at their book
values as at April 01, 2008. As stipulated in the scheme of
Arrangement, difference arising out of this transfer has been adjusted
in the following manner:
(a) First against General Reserve Account
(b) Then against Profit and Loss Account
(c) The balance if any, to be debited to the Goodwill Account.
(b) (i) The undertakings of THPL being all its assets and properties,
both movable and immovable, industrial and other licenses, trademarks,
all other interests, rights and powers of every kind, etc., and all its
debts, liabilities, duties and obligations, has been transferred to and
vested in the Company retrospectively with effect from April 01,2008
(the appointed date). The Scheme has accordingly been given effect to
in these accounts.
The operations of THPL include manufacturing and trading in Steel
Pipes.
(ii) The amalgamation of THPL with the Company has been accounted for
under the "Pooling of interests" method as prescribed by Accounting
Standard (AS-14) under Companies Accounting Standard Rules, 2006.
Accordingly, the assets, liabilities and reserves of THPL have been
taken over at their book values as at April 01, 2008. As stipulated in
the scheme, all reserves of THPL have been transferred to respective
reserves of the Company.
(iii) In terms of the scheme, the Equity Shares allotted as above rank
for dividend, voting rights and in all other respects, pari-passu with
the existing Equity Shares of the Company.
(iv) The income accruing and expenses incurred by THPL during the
period from April 01, 2008 to March 31, 2009 resulting in a Net Deficit
of Rs.27.20 lacs, has also been incorporated in these accounts. During
the period between the appointed date and the effective date (i.e.
January 8, 2010), as THPL carried on the existing business in "trust"
on behalf of the Company, vouchers, documents, etc, for the period are
in the name of THPL. The title deeds for leasehold land, building,
residential flats, licenses, agreements, loandocuments, etc., are in
the process of being transferred in the name of the Company. Stamp duty
and other levies out of the Scheme of Arrangement, if any, shall be
accounted on determination and completion of transfer formalities.
7. (i) Advances recoverable in cash or in kind or for value to be
received includes:
(a) Rs. 2148.85 lacs (previous year Rs Nil) for which the Company has
entered into deeds of assignment for transfer of debts outstanding and
receivable by the Company, to the purchaser of the debts.
(b) Rs.9173.23 lacs (previous year Rs 10361.24 lacs) on account of
Inter Corporate and Other loans and advances.
(ii) In the opinion of the Board, Current Assets, Loans and Advances
have a value on realisation in the ordinary course of business at least
equal to the amount at which they are stated.
8. The Company has recognised exchange differences arising on long
term foreign currency monetary items in line with para 46 of Accounting
Standard 11, inserted vide notification No. 43R 22E dated 31st March,
2009 as per Companies (Accounting Standard) Amendment Rules, 2009.
Pursuant to the above, effect of exchange difference on long term
foreign currency monetary items, so far as they relate to acquisition
of depreciable capital assets, have been adjusted to the cost of such
assets and depreciated over their remaining useful lives. Accordingly,
net exchange gain relating to the financial year 2009-10 amounting to
Rs. 500.07 lacs, has been adjusted to the cost of fixed assets.
There are no long term foreign currency monetary items which require
exchange differences to be amortised.
9. In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statement of the Company and therefore, no separate disclosure on
segment information is given in these financial statement.
10. A. Subsequent to adoption of the Financial Statements by the
Board of Directors on 31st May, 2010, the Board has,on 24* June, 2010,
decided to recommend dividend for the year 2009-10, resulting in a
consequent revision of the Financial Statements to the extent such
recommendation of dividend, would have an effect on the Reserves and
Surplus and Provisions, for the year ended 31st March, 2010.
B. The Board of Directors have recommended final dividend of Rs. 2/-
per share including on 5,43,57,060 Equity Shares represented by
18,11,902 Global Depository Receipts allotted on 28* May, 2010, subject
to the approval of the members of the Company at the ensuing Annual
General Meeting. This includes Rs. 1.40 per share, as special dividend,
for commemorating the Companys Golden Jubilee year.
11. Previous year figures have been re grouped /recast, wherever
necessary. In view of the demerger of the Tools division and
amalgamation of THPL the figures of current year are not comparable
with corresponding figures of previous year.
12. Significant Accounting Policies followed by the Company are stated
in the Annexure "A" appended to the Schedule.