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Bajaj Hindusthan
BSE: 500032|NSE: BAJAJHIND|ISIN: INE306A01021|SECTOR: Sugar
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« Sep 11
Notes to Accounts Year End : Sep '12
1.  Corporate information
 
 Bajaj Hindusthan Limited (''the Company'') is a public limited company
 incorporated in India under the provisions of the Companies Act, 1956.
 Its Shares are listed on BSE Limited and The National Stock Exchange of
 India Limited. The Company is engaged in the manufacture of sugar,
 alcohol and generation of power.
 
 (i) Detail of shares allotted without payment being received in cash
 during five years immediately preceding the Balance Sheet date are
 given below:
 
 3,70,00,000 (3,70,00,000) Equity Shares have been issued, for
 consideration other than cash to the members of erstwhile Bajaj
 Hindusthan Sugar and Industries Limited pursuant to Scheme of
 Amalgamation.
 
 (ii) The reconciliation of the number of shares outstanding at the
 beginning and at the end of the reporting period:
 
 (iii) Terms / Rights of equity shares:
 
 The Company has one class of equity shares having par value of Rs. 1/-
 per share. All equity shares are ranking pari passu in all respects
 including dividend. In the event of liquidation of the Company, the
 holders of the equity shares will be entitled to receive the realised
 value of the assets of the Company, remaining after payment of all
 preferential dues. The distribution will be in proportion to the number
 of equity shares held by the shareholders.
 
 (v) Option on unissued capital:
 
 FCCB''s of US$ 1.50 crore amounting to Rs.79.04 crore (P.Y. Rs.73.39 crore)
 (shown under long-term borrowings (refer note 5)) issued in the month
 of June 2007 and can be converted at the option of the bond holder into
 one equity share at Rs. 250 per equity share, at a pre determined
 exchange rate of US$ 1= Rs.42.42 at any time up to 26.04.2014.
 
 (i) Term Loans from Banks (except IDBI Bank term loan of Rs.130 crore)
 are Secured, on first pari passu charge basis, by hypothecation of
 certain present and future movable fixed assets and properties
 including plant and machinery, tools and accessories of the Company and
 also secured/to be secured, on first pari passu charge basis, by
 mortgage (by deposit of title deeds) on certain immovable fixed assets
 and properties and certain term loans are further secured, on second
 pari passu charge basis, by hypothecation of certain present and future
 current assets of the Company including inventories, book debts and
 other receivables. Documentation for mortgage in respect of certain
 term loans/certain properties is under finalisation.
 
 (ii) Term Loan of Rs.130 crore from IDBI Bank is Secured/to be secured on
 first pari passu charge basis, by mortgage (by deposit of title deeds)
 on certain immovable fixed assets and properties of the Company.
 Documentation for mortgage in respect of certain properties is under
 finalisation.
 
 (iii) Term loans (ECB) in foreign currency from IFC of Rs.315.42 crore is
 secured on exclusive first charge basis, by hypothecation of Company''s
 movable and immovable assets (present and future) together with
 buildings and structures thereon and plant and machinery attached
 thereto at its factories at Pratappur, Rudauli, Kundarkhi and Utraula
 in Uttar Pradesh. Also further secured, on a second pari passu charge
 basis, by hypothecation of current assets (present and future) related
 to the factories at aforesaid four locations.
 
 (iv) The Sugar Development Fund loan (SDF) from Government of India is
 secured/to be secured, on exclusive second charge basis, by
 hypothecation of the whole of movable fixed assets and properties and
 by mortgage on the whole of immovable fixed assets and properties of
 the concerned sugar unit of the Company. The Company has also created
 security in favour of Government of India for certain other SDF loans
 aggregating to Rs.24.10 crore, that are yet to be disbursed to the
 Company, on exclusive second charge basis, by hypothecation of the
 entire movable fixed assets and properties and by mortgage on the whole
 of immovable fixed assets and properties of the respective sugar units
 for which the said SDF loans have been sanctioned.
 
 (v) Term loans from Punjab National Bank of Rs.4.33 crore related with
 amalgamating company Bajaj Eco-Tec Products Ltd. (BEPL) are secured on
 first pari passu charge basis by hypothecation of the whole of the
 present and future movable fixed assets and properties including plant
 and machinery, machinery spares, tools and accessories and other
 movables of the Company and also secured / to be secured on first pari
 passu charge basis by mortgage (by deposit of title deeds) on whole of
 the present and future immovable fixed assets and properties of the
 amalgamating company.
 
 (i) Loan from banks (Working capital / Short term loans facilities)
 except Working Capital / Short term loans of Rs. 1,350.00 crore and
 Rs.63.99 crore (refer note (ii) to (v) below) are secured, on first pari
 passu charge basis, by hypothecation of inventories, book debts, other
 receivables and current assets and further secured / to be secured, on
 a third pari passu charge basis, by hypothecation of certain movable
 fixed assets and properties and by mortgage on certain immovable fixed
 assets and properties of the Company. Documentation for mortgage in
 respect of certain loans is under finalisation.
 
 (ii) Cash credit limit of Rs. 50 crore from UCO Bank is secured by way of
 subservient charge on fixed assets (excluding land and building) and
 current assets of the Company.
 
 (iii) Short term loans of Rs.400 crore is secured by subservient pari
 passu charge on the entire asset both present and future, short term
 loan of Rs.450 crore is secured by subservient pari passu charge on the
 entire fixed assets both present and future and Short term loan of Rs.
 200 crore is secured by subservient pari passu charge on the entire
 asset (excluding Land & Building) both present and future.
 
 (iv) Short term loan of Rs.250 crore from Bank of Maharashtra is secured
 by way of residual charge on the assets of the Company by way of
 hypothecation.
 
 (v) Working capital loans of Rs.63.99 crore from banks in respect of
 amalgamating company i.e. (BEPL) are secured on first pari passu charge
 basis by hypothecation of present and future Inventories, book debts
 and other receivables and further secured on a second pari passu charge
 basis by hypothecation of the whole of present and future movable fixed
 assets and properties and also secured on a second pari passu charge
 basis by mortgage on whole of present and future immoveable fixed
 assets and properties of the amalgamating company.
 
 * These figures do not include any amount due and outstanding to be
 credited to Investor Education and Protection Fund.
 
 * Includes statutory dues, security deposits, advances from customer
 and other liabilities.
 
 * The Company had recognised liability based on substantial degree of
 estimation for excise duty payable on clearance of goods lying in stock
 as on 30th September, 2012 of Rs.16.30 crore (P.Y.Rs. 20.00 crore) as per
 the estimated pattern of dispatches. During the year, Rs.20.05 crore was
 utilised for clearance of goods. Provision recognised under this class
 for the year is Rs. 17.41 crore which is outstanding as on 30th
 September, 2012. Actual outflow is expected in the next financial year.
 Other class of provisions where recognition is based on substantial
 degree of estimation relates to supplier/ service provider/ customer/
 third party claims, rebates or demand against the Company.
 
 Notes:
 
 (i) Loans and Advances shown above, to subsidiaries fall under the
 category of Short Term Loans and Advances in the nature of Loans
 where there is no repayment schedule and are repayable on demand.
 
 (ii) The above loans and advances (outstanding) are interest bearing
 except advance against share application money.
 
 (iii) Loans to employees as per Company''s policy are not considered
 above.
 
 a. Provident Fund
 
 The Company has an obligation to fund any shortfall on the yield of the
 trust''s investments over the administered interest rates on an annual
 basis. These administered rates are notified by the Government
 annually. The Actuarial Society of India has issued the final guidance
 for measurement of provident fund liabilities during the year ended
 September 30, 2012. The actuary has accordingly provided a valuation
 based on the below provided assumptions and there is no shortfall as at
 September 30, 2012.
 
 Notes:
 
 1.  Related Party relationship is as identified by the Company based on
 the available information and relied upon by the Auditors.
 
 2.  No amount has been written off or written back during the year in
 respect of debts due from or to related parties.
 
 3.  Purchase of Capital Goods includes Rs. NIL (P.Y. Rs. 28.83 crore) from
 Bajaj Infrastructure Development Company Ltd.
 
 4.  Sale of Goods Includes Rs. 21.00 crore (PY. Rs. 280.75 crore) to Bajaj
 Hindusthan (Singapore) Pvt. Ltd., Singapore and Rs. 23.84 crore (P.Y. Rs.
 48.84 crore) to Bajaj Eco-Tec Products Ltd.
 
 5.  Interest received includes Rs. 11.72 crore (P.Y. Rs. 12.47 crore) from
 Bajaj Eco-Tec Products Ltd. And Rs. 45.46 crore (PY. Nil) from Bajaj
 Power Generation Private Limited on loan given to them.
 
 6.  Remuneration includes Rs. 1.91 crore (PY. Rs. 2.18 crore) to Mr.
 Shishir Bajaj, Rs. 1.38 crore (PY. Rs. 1.44 crore) to Mr. Kushagra Bajaj
 and Rs. 2.00 crore (P.Y. Rs. 1.22 crore) to Dr. Sanjeev Kumar.
 
 7.  Advance Given (Project) includes Rs. NIL (P.Y. Rs. 50.00 crore) to
 Bajaj Infrastructure Development Company Ltd.
 
 8.  Advance Given (Project) repaid includes Rs. NIL (P.Y. Rs. 50.00 crore)
 from Bajaj Infrastructure Development Company Ltd.
 
 9.  Advance given (Against allotment of Shares) includes Rs. 250.00 crore
 (P.Y. NIL) to Lalitpur Power Generation Company Ltd. and Rs. 234.00 crore
 (P.Y. Rs. 26.00 crore) to Bajaj Energy Pvt. Ltd.
 
 10.  Advance given (Against allotment of Shares) refunded of Rs. 122.00
 crore (P.Y. Nil) from Bajaj Energy Private Ltd.
 
 11.  Rent received includes Rs. 0.63 crore (PY. Rs. 0.63 crore) from Bajaj
 Energy Pvt. Ltd.
 
 12.  Rent paid includes Rs. 0.72 crores (P.Y. Rs. 0.72 crores) to Bajaj
 Capital Ventures Pvt. Ltd.
 
 13.  Investment made includes Rs. 66.00 crore (P.Y. NIL) in Bajaj Energy
 Pvt. Ltd. and Rs. NIL (P.Y. Rs. 234.98 crore) in Lalitpur Power Generation
 Company Ltd.
 
 14.  Investment brought back of Rs. NIL (PY. Rs. 4.55 crore) of Bajaj
 International Participacoes Ltda., Brazil.
 
 15.  Loans given includes Rs. 93.75 crore (P.Y. Rs. 243.28 crore) to Bajaj
 Eco-Tec Products Limited and Rs. 1,413.25 crore (P.Y. Nil) to Bajaj Power
 Generation Pvt. Ltd.
 
 16.  Loans given repaid includes Rs. 50.00 crore (P.Y. Rs. 109.36 crore )
 from Bajaj Eco-Tec Products Ltd and Rs. 720.00 crore (P.Y. Nil) from
 Bajaj Power Generation Pvt. Ltd.
 
 17.  Guarantees Given includes Rs. 2,483.93 (PY. 1,824.00 crore) to
 Lalitpur Power Generation Company Ltd.
 
 18.  Dividend received includes Rs. Nil (PY. 0.60 crore) from Bajaj
 International Participacoes Ltds., Brazil.
 
 2. Contingent Liabilities and Commitments
 
                                                 2011-2012    2010-2011
                                                 Rs. Crore    Rs. Crore
 
 (I) Contingent liabilities
 
 (a) In respect of disputed demands/claims 
 against the Company not acknowledged as debts:
 
 (i) Central excise matters                         33.28        32.04
 
 (ii) Trade tax matters                             29.49         8.50
 
 (iii) Other claims                                 33.21        46.24
 
                                                    95.98        86.78
 
 (b) Guarantees
 
 The Company has furnished guarantees / 
 securities on behalf of subsidiary / 
 associate company                               3,040.04     2,409.33
 
 (II) Commitments
 
 Estimated amount of contracts remaining 
 to be executed on capital account and not 
 provided for (net of advances)                     15.44         4.09
 
 (c) Erstwhile Bajaj Eco-Tec Products Ltd. 
 has procured imported as well as Indigenous 
 Capital Goods under Export Promotion and 
 Capital Goods Scheme (EPCG). The Export 
 obligation pending against such EPCG licenses      22.24            -
 
 (d) The Income tax assessment of the Company has been completed upto
 Assessment Year 2009-10. However, the Company as well as the Income Tax
 Department are in appeal before the Appellate authorities against the
 assessment of the earlier years. These appeals have not resulted into
 any demand on account of carry forward losses.
 
 3.  Pursuant to the Scheme of Amalgamation (the Scheme) under Sections
 391 to 394 of the Companies Act, 1956, the Hon''ble High Court of Bombay
 pronounced an order on September 14, 2012, sanctioning the Scheme of
 Amalgamation of Bajaj Eco-Tec Products Limited (BEPL or Amalgamating
 Company) a wholly owned subsidiary company with the Company with effect
 from the appointed date April 01, 2012. Upon filing with the Registrar
 of Companies Maharashtra, Mumbai on October 01, 2012, the Scheme has
 become effective. BEPL is engaged in the business of manufacturing
 Medium Density Fibre (MDF) Boards and Particle Boards.
 
 a) In terms of the Scheme approved by the Hon''ble High Court, the
 entire business and whole of the undertaking of BEPL, as a going
 concern stands transferred to and vested in the Company with effect
 from April 01, 2012 being the Appointed Date.
 
 b) As BEPL was a wholly owned subsidiary of the Company, no
 consideration was payable pursuant to amalgamation.
 
 c) Accounting for Amalgamation: The amalgamation of BEPL with the
 Company is accounted for on the basis of the Pooling of Interest Method
 as envisaged in the Accounting Standards (AS)-14 on Accounting for
 Amalgamation specified in the Companies (Accounting Standard) Rules
 2006 and in terms of the Scheme, as below.
 
 d) All assets and liabilities of BEPL were recorded at their respective
 book values under the respective accounting heads of BHL. The
 intercompany balances and transaction stood cancelled. As a result of
 merger, there is no deficit or surplus arising between the aggregate
 value of assets taken over by the Company and aggregate value of the
 liabilities and reserves of BEPL. The cost or expenses related to
 merger amounting to Rs. 0.68 crore have been adjusted with general
 reserve of the Company, as per the Scheme.
 
 e) From the effective date the authorised share capital of the Company
 will be Rs. 271.00 crore divided into 2,71,00,00,000 equity shares of the
 face value of Rs. 1 each.
 
 f) BEPL stands dissolved without being wound up from the Effective Date
 i.e. October 01, 2012.
 
 4.  The Company concluded a Rights Issue in October 2011 and raised an
 aggregate of Rs. 1,479.75 crore with the principal object of
 repaying/prepaying certain loan funds. Upon allotment of 41,10,42,800
 equity shares of face value Rs.1/- at a price of Rs. 36/- per share
 (including share premium of Rs.35/- per share) on October 31, 2011, the
 paid up Equity Share Capital and Share Premium Account have increased
 by Rs.41.10 crore and Rs. 1,438.65 crore respectively. These newly allotted
 shares rank pari passu in all respect with the existing equity shares
 of the Company. Out of the net Rights issue proceeds, an aggregate sum
 of Rs. 1,453.73 crore have been utilised towards objects of the issue
 upto September 30, 2012. Pending utilisation, the balance proceeds have
 been temporarily used to reduce the exposure of working capital
 borrowings from banks, which will be redrawn as and when necessary to
 meet the obligations as per the object of the issue.
 
 5.  As required by paragraph 46 inserted vide notification dated March
 31, 2009 to the Accounting Standard AS-11 The Effect of Changes in
 Foreign Exchange Rates, the Company had already opted to adjust the
 exchange fluctuations on Long Term Monetary Items to the carrying cost
 of fixed assets. Further as per paragraph 46A, inserted vide
 notification dated December 29, 201 1 to AS-11, the Company has
 adjusted Rs. 67.76 crore being the loss on exchange fluctuation on
 long-term monetary items for the financial year September 30, 2012 to
 carrying cost of fixed assets. The unamortised foreign exchange
 fluctuation capitalised to fixed assets, amounts to Rs.323.19 crore as at
 September 30, 2012.
 
 6.  Due to absence of profits during the year, the managerial
 personnel have been paid the remuneration as approved by shareholders
 and remuneration committee as minimum remuneration along with the
 approval of Central Government, wherever applicable.
 
 7.  Pursuant to the General Circular no. 2/2011 dated 8th February,
 2011 of Ministry of Corporate Affairs and consent of the Board of
 Directors vide their resolution passed at the Board Meeting held on
 November 26, 2012 for not attaching the Balance Sheets of subsidiaries,
 the Company has not attached with its Balance Sheet as at September 30,
 2012, the documents specified in Section 212(1) of the Act in respect
 of its four subsidiaries, viz. (i) Bajaj Aviation Private Limited, (ii)
 Lalitpur Power Generation Company Limited, (iii) Bajaj Power Generation
 Private Limited, (iv) Bajaj Hindusthan (Singapore) Private Limited, and
 has disclosed the requisite information in the Consolidated Balance
 Sheet as at September 30, 2012 in Annexure A.
 
 8.  For the year ended September 30, 2012, the revised Schedule VI
 notified under the Companies Act, 1956, has become applicable to the
 Company for preparation of its financial statements. The adoption of
 revised Schedule VI does not impact recognition and measurement
 principles followed for preparation of financial statements. However,
 it has significant impact on presentation and disclosures made in the
 financial statements. The Company has also reclassified the previous
 year figures in accordance with the requirements applicable in the
 current year,
 
 9.  As per Accounting Standard (AS)-17 on Segment Reporting, segment
 information has been provided under the notes to Consolidated Financial
 Statements.
Source : Dion Global Solutions Limited
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