1. (Note no. 3 of Schedule - 23)
The Company has accounted for Cane Price for the Sugar Season 2006-07
at State Advised Price of Rs.125/- per quintal. Subsequently, the
Honble Supreme Court vide its interim order dated 27.02.2008 announced
the price of Rs.118/- per quintal. Accordingly, subsequent payment of
Cane dues remaining outstanding on the date of the Order were made by
the Company @ Rs.118/- per quintal. Pending final decision of the
Supreme Court, the impact of differential Cane Price has not been given
in the Accounts.
2. (Note no. 4 of Schedule - 23)
There is a pari passu charge by way of hypothecation and equitable
mortgage on the fixed assets of Kumbhi and Gularia units of the Company
for an amount of Euro 4.50 million equivalent to Rs.2456.61 lacs
(Previous year Rs.2456.61 lacs) in favour of BNP Paribas, India for
securing various Swap Contracts entered into in connection with hedging
in respect of various External Commercial Borrowings availed by the
Company.
3. (Note no. 6 of Schedule - 23)
a) Land, Building, Plant & Machinery, Railway Siding, Tubewell and
Water Supply Machinery of Balrampur unit were revalued as at 30th June,
1988 on net replacement value as per the report of S.R. Batliboi
Consultants Pvt. Ltd. and the cost of respective assets aggregating to
Rs.1200.77 lacs was substituted by the revalued amount of Rs.1920.52
lacs and the resultant increase was credited to Revaluation Reserve.
b) Land, Building and Plant & Machinery of Tulsipur unit were revalued
as at 31st March, 1999 on net replacement value as per the report of
Lodha & Co. and the cost of the respective assets aggregating to
Rs.1023.85 lacs was substituted by the revalued amount of Rs.2944.93
lacs and the resultant increase was credited to Revaluation Reserve in
the books of erstwhile Tulsipur Sugar Company Limited.
c) Land, Building and Plant & Machinery of Maizapur unit were revalued
as at 30th September, 2008 on net replacement value as per the report
of S.K. Ahuja & Associates and the cost of the respective assets
aggregating to Rs.7645.46 lacs was substituted by the revalued amount
of Rs.10546.40 lacs and the resultant increase was credited to
Revaluation Reserve in the books of Indo Gulf Industries Limited.
Note :
Carried forward losses have been recognised as Deferred Tax Assets as
per latest Income Tax assessment order / Return of Income filed by the
Company as there is virtual certainty that such Deferred Tax Asset can
be realised against future taxable profits in the forthcoming financial
years.
4. (Note no. 8 of Schedule - 23) Details of Issued, Subscribed and
Paid up Equity Share Capital of the Company:
i) 15,55,39,650 Equity Shares have been issued and allotted as fully
paid up Bonus Shares by utilisation of Securities Premium, Capital
Redemption Reserve and capitalisation of General Reserve.
ii) 2,37,55,600 Equity Shares have been issued to the members of
erstwhile Babhnan Sugar Mills Limited pursuant to the Scheme of
Amalgamation as fully paid up without payment received in cash.
iii) 21,15,400 Equity Shares have been issued to the members of
erstwhile Tulsipur Sugar Company Limited pursuant to the Scheme of
Amalgamation as fully paid up without payment received in cash.
iv) 44,048 Equity Shares have been issued to the members of Indo Gulf
Industries Limited pursuant to the Rehabilitation Scheme containing the
Scheme of Arrangement between the Company and Indo Gulf Industries
Limited sanctioned by the Honble Board for Industrial and Financial
Reconstruction (BIFR) vide its order dated 24.06.2010 as fully paid up
without payment received in cash.
v) Out of 2,27,66,780 Equity Shares of Rs.1/- each offered to the
shareholders on right basis, issue of 17,270 (Previous year 17,270)
Equity Shares has been kept in abeyance as per the direction of court.
vi) 1,63,52,000 fully paid up Equity Shares of Rs.1/- each were
allotted against Global Depository Receipts (GDRs) which have since
been converted.
vii) 42,25,350 fully paid Equity Shares have been allotted under
Employees Stock Option Scheme.
viii) 34,49,147 Equity Shares were bought back and extinguished during
the period.
ix) The Company has reserved issuance of 3,33,650 (Previous year
33,51,600) Equity Shares of Rs.1/- each for offering to eligible
employees of the company under Employee Stock Option Scheme.
5. (Note no. 9 of Schedule - 23)
Pursuant to the resolution passed by the Board of Directors of the
Company and in accordance with the provisions of the Companies Act,
1956 and the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998, the Company made a Public Announcement
on February 22, 2011, to buy-back the Equity Shares of face value of
Rs.1/- each of the Company from open market through stock exchange
route at a price not exceeding Rs.85/-per share, aggregating to
Rs.11000.00 lacs.
The Company has bought back 46,78,678 Equity Shares as at 31st March,
2011 at an average price of Rs.69.80 per share, utilizing a sum of
Rs.3265.96 lacs. The amount paid towards buy-back of shares, in excess
of the face value, has been utilised out of General Reserve. In terms
of the provisions of Section 77A of the Companies Act, 1956 and SEBI
(Buy Back of Securities) Regulations 1998, as at 31st March, 2011 the
Company has extinguished 34,49,147 Equity Shares and the remaining
12,29,531 Equity Shares have been extinguished on 13.04.2011.
Consequently, the paid-up Equity Share capital of the Company has been
reduced and the Company has created Capital Redemption Reserve of
Rs.34.49 lacs towards the face value of 34,49,147 Equity Shares of
Rs.1/- each by utilising General Reserve. The balance amount paid on
buy- back of Equity Shares which are yet to be extinguished as on 31st
March, 2011 has been shown by way of deduction from the Shareholders
Fund.
6. (Note no. 10 of Schedule - 23)
The Employee Stock Option Scheme (Scheme 2005) of the Company was
formulated in the year 2005. Under the said Scheme, Options granted
have vesting period of one year and exercise period of maximum eight
years. During the previous year, Options covered by 1st, 2nd, 3rd and
4th Series which remained outstanding were re-priced. The revised
Exercise Price of Rs.45/- was approved by the Shareholders of the
Company in the Extra-Ordinary General Meeting held on 25th May, 2009.
Note : Refer Directors Report for other disclosures.
7. (Note no. 11 of Schedule - 23)
a) The Storage Fund for Molasses has been created to meet the cost of
construction of Molasses Storage Tank as required under Uttar Pradesh
Sheera Niyantran (Sansodhan) Adesh, 1974 and the said Storage Fund is
represented by investment in the form of bank fixed deposits of
Rs.175.05 lacs (Previous year Rs.84.55 lacs).
b) Fixed Deposits pledged with Excise authorities etc. Rs.60.01 lacs
(Previous year Rs.45.01 lacs).
c) Fixed Deposits with Scheduled Banks include Rs.76.50 lacs (Previous
year Nil) deposited with UPPCL towards security deposit.
Note : None of the Directors or their relatives have any interest in
any of the Non-Scheduled Banks.
8. (Note no. 14 of Schedule - 23)
Based on the review made as at the Balance Sheet date, MAT Credit
Entitlement to the extent of Rs.4016.18 lacs recognised in earlier
years has been written down during the current period in accordance
with the Guidance Note issued by the Institute of Chartered Accountants
of India.
However, based on future profitability projections, the Management is
confident that there will be sufficient taxable profit during the
specified periods which will enable the company to utilise the balance MAT
Credit Entitlement of Rs.5642.00 lacs including Rs.3754.00 lacs recognised
during the current period.
* Included in the line item Total outstanding dues of Micro and Small
Enterprises under Schedule-12.
9. (Note no. 16 of Schedule - 23)
Excess amount of Levy Sugar Price received to date for various Sugar
Seasons as per Orders of the Honble High Court Rs.34.96 lacs (Previous
year Rs.43.15 lacs) has not been credited to the Profit & Loss Account
as the matter is subjudice.
10. (Note no. 17 of Schedule - 23) Disclosures in terms of Accounting
Standard -29 on Provisions, Contingent Liabilities and Contingent
Assets:
a) Movement for Provision for Liabilities: (Rs. in Lacs)
Particulars Duties & taxes Others Amount
Balance as at 1st October, 2009 6.31 1.03 7.34
Provided during the period – – –
Amount used during the period – – –
Reversed during the period – 0.45 0.45
Balance as at 31st March, 2011 6.31 0.58 6.89
Timing of outflow/uncertainties Outflow on
settlement/
crystallization
b) The Contingent Liabilities & Liabilities mentioned at Sl. No. 2 & 17
(a) respectively are dependent upon Court decision / out of Court
settlement/disposal of appeals etc.
c) No reimbursement is expected in the case of Contingent Liabilities &
Liabilities shown respectively under Sl.No. 2 & 17 (a) above and in
view of this, no asset has been recognised in this respect.
11. (Note no. 20 of Schedule - 23) Excise Duty & Cess on Stock :
The amount of Excise Duty & Cess on Stock shown in Schedule - 16
represents differential Excise Duty & Cess on Opening & Closing Stock
of finished goods/by products.
* The Company depreciates some of the fixed assets based on estimated
useful life that are lower than those implicit in Schedule XIV to the
Companies Act, 1956. Accordingly, the rate of depreciation used by the
Company in respect of these fixed assets are higher than the rate
prescribed under Schedule XIV.
Note: Re-appointment of the Managing Director, Joint Managing Director
and Director cum CFO and their revised remuneration is subject to
approval of the members in the ensuing Annual General Meeting.
Note :
i) During the period under review, the lenders have waived the
requirement of providing personal guarantees.
ii) No Guarantee Commission has been paid to the guarantors.
12. (Note no. 24 of Schedule - 23)
The Company has been granted eligibility certificate dated 23rd
February, 2007 under New Sugar Industry Promotion Policy, 2004 of the
Government of Uttar Pradesh. Accordingly, incentives aggregating to
Rs.8288.68 lacs (Previous year Rs.3722.93 lacs) allowable under the
above policy have been accounted for during the period under review.
The above policy has been terminated by the Government of Uttar Pradesh
vide order dated 4th June, 2007 wherein the Government expressed its
intention to introduce another policy. The Company has been legally
advised that it continues to be eligible to receive the incentives
under the above policy. Furthermore, the Company has filed Writ
Petition against withdrawal of the aforesaid policy which has been
admitted by the Lucknow Bench of the Honble Allahabad High Court vide
its Order dated 9th May, 2008, the hearing in respect of which is in
progress.
13. (Note no. 25 of Schedule - 23) Intangible Assets
The unamortised amount of Computer Software (Acquired) Rs.4.23 lacs and
Rs.0.13 lacs are to be amortised equally in the next 1 year & nine
months and 2 years & one month respectively.
14. (Note no. 26 of Schedule - 23)
Employee Benefits :
As per Accounting Standard - 15 Employee Benefits, the disclosure of
Employee Benefits as defined in the Accounting Standard are as follows:
Defined Contribution Plan :
Employee benefits in the form of Provident Fund and Labour Welfare Fund
are considered as defined contribution plan except that Provident fund
in respect of certain employees is contributed to a fund set up by the
Company which is treated as defined benefit plan since the Company has
to meet the interest shortfall.
Defined Benefit Plan:
Long-term employee benefits in the forms of gratuity and leave
encashment are considered as defined benefit obligation. The present
value of obligation is determined based on actuarial valuation using
projected unit credit method as at the Balance Sheet date. The amount
of defined benefits recognised in the Balance Sheet represent the
present value of the obligation as adjusted for unrecognised past
service cost and as reduced by the fair value of plan assets.
Provident fund in respect of certain employees is contributed to a fund
set up by the Company which is treated as a defined benefit plan since
the Company has to meet the interest shortfall. The interest shortfall
of Rs.23.93 lacs (Previous year Rs.6.54 lacs) at the period end is
recognised as expense for the period.
VIII. Basis used to determine the expected Rate of return on Plan
Assets :
The basis used to determine overall expected Rate of return on Plan
Assets is based on the current portfolio of assets, investment strategy
and market scenario. In order to protect the Capital and optimise
returns within acceptable risk parameters, the Plan Assets are well
diversified.
c) Other disclosures :
i) Basis of estimates of Rate of escalation in salary :
The estimates of rate of escalation in salary, considered in Actuarial
valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.
ii) The Gratuity and Provident Fund Expenses have been recognised under
Contribution to Provident Fund, Gratuity and Other Funds and Leave
Encashment under Salaries, Wages, Bonus etc. under Schedule - 18.
iii) The amount of the Present value of Obligations, fair value of Plan
Assets, Surplus/Deficit in the plan and experience adjustment arising
on Plan Liabilities and Plan Assets for the previous two annual periods
are not available and therefore, not disclosed.
15. (Note no. 27 of Schedule - 23)
Segment information as per Accounting Standard - 17 on Segment
Reporting :
The Company has identified four primary business segments viz. Sugar,
Distillery, Co-generation and Others. Segments have been identified and
reported taking into account the nature of the products, the differing
risks and returns, the organisational structure and internal business
reporting system.
a) Revenue and expenses have been identified to a segment on the basis
of relationship to operating activities of the segment. Revenue and
expenses which relate to enterprise as a whole and are not allocable to
a segment on reasonable basis have been disclosed as Unallocable.
b) Segment Assets and Segment Liabilities represent assets and
liabilities of respective segment. Investments, tax related assets/
liabilities and other assets and liabilities that cannot be allocated
to a segment on reasonable basis have been disclosed as Unallocable.
Notes :
1) Transactions between segments are primarily for materials which are
transferred at market determined prices. Common costs are apportioned
on a reasonable basis.
2) Unallocable expenses are net of unallocable income Rs.1089.65 lacs
(Previous year Rs.130.19 lacs).
3) Inter Segment Sales include Excise Duty & Cess Rs.976.32 lacs
(Previous year Rs.586.72 lacs).
4) Figures in brackets pertain to previous year.
d) Information about Secondary Geographical Segments :
i) The information about secondary segments has not been furnished as
the export revenue is less than 10% of the total revenue of the
Company.
ii) The Company has common fixed assets located in India for producing
goods for domestic and overseas markets. Therefore, the value of fixed
assets and additions thereto can not be allocated to the geographical
segments. Hence, the total carrying amount of segment assets and cost
incurred during the period to acquire segment assets has not been given
in respect of secondary segments.
16. (Note no. 28 of Schedule - 23)
Related party disclosures as per Accounting Standard - 18 are given
below: a) Name of the related parties and description of relationship :
i) Subsidiaries : Indo Gulf Industries Ltd.
(Control exists) Balrampur Overseas Pvt. Ltd.
ii) Associates : VA Friendship Solar Park Private Limited
(Where the Company
exercises
significant
influence)
iii) Key Managerial
Personnel (KMP) : Mr. Vivek Saraogi - Managing Director
Mrs. Meenakshi Saraogi - Joint Managing Director
Mr. K.N. Ranasaria - Whole-time Director (upto
11.05.2009)
Mr. Kishor Shah - Director-cum-Chief Financial
Officer
Dr. Arvind Krishna Saxena - Whole-time Director
(from 01.08.2008)
iv) Relatives of Key
Managerial Personnel :
Mr. Vivek Saraogi 1. Mr. K.N.Saraogi (Father) - Chairman Emeritus
2. Mrs. Meenakshi Saraogi (Mother)
3. Mrs. Sumedha Saraogi (Wife)
4. Mr. Karan Saraogi (Son)
5. Miss Avantika Saraogi (Daughter)
6. Mrs. Stuti Dhanuka (Sister)
Mrs. Meenakshi
Saraogi 1. Mr. K.N. Saraogi (Husband)
2. Mr. Vivek Saraogi (Son)
3. Mrs. Stuti Dhanuka (Daughter)
4. Mrs. Sumedha Saraogi (Daughter-in-Law)
5. Mr. Karan Saraogi (Grand-Son)
6. Miss Avantika Saraogi (Grand-Daughter)
v) Enterprises in
which KMP and their 1. Meenakshi Mercantiles Ltd.
relatives have
substantial
interest : 2. Udaipur Cotton Mills Co. Ltd.
3. Kamal Nayan Saraogi (HUF)
4. Vivek Saraogi (HUF)
5. Kishor Shah (HUF)
# Excluding monetary value of perquisites
@ Maximum amount outstanding during the period Rs. 7500.00 lacs
(Previous year Rs.9950.00 lacs). During the period under review, an
amount of Rs.7275.00 lacs lying as loan to Subsidiary as on the
appointment date was adjusted towards the value of consideration in
connection with the merger of sugar unit of Indo Gulf Industries Ltd.
(IGIL) with the Company. The Company also paid Rs.7.50 lacs to make the
partly paid shares as fully paid shares in terms of the Scheme
sanctioned by BIFR.
c) The transactions with related parties have been entered at an amount
which are not materially different from those on normal commercial
terms.
d) No amount has been written back / written off during the year in
respect of due to / from related parties except reduction in face value
of Equity Shares of IGIL from Rs.10/- to Rs.1/- as mentioned in
Schedule - 6 of Investments.
e) The amount due from related parties are good and hence no provision
for doubtful debts in respect of dues from such related parties is
required except provision of Rs.283.27 lacs towards diminution in value
of investments in shares of IGIL.
f) The value of companys holding of Rs.45.95 lacs in its subsidiary
company IGIL was adjusted with the consideration amount on merger of
sugar unit of IGIL with the Company as mentioned in Note No.32 (c).
g) Figures in brackets pertain to previous year.
17. (Note no. 29 of Schedule - 23)
Disclosure under clause 32 of the Listing Agreement :
There are no transactions (other than loan transactions with
subsidiaries as given in para 28 (b) (xix) (b) above) which are
required to be disclosed under Clause 32 of the Listing Agreement with
the Stock Exchanges where the Equity Shares of the Company are listed.
18. (Note no. 32 of Schedule - 23)
a) Pursuant to sanction of the Rehabilitation Scheme containing the
Scheme of Arrangement between the Company and Indo Gulf Industries
Limited (IGIL, a Subsidiary of the Company) by the Honble Board for
Industrial and Financial Reconstruction (BIFR) vide its order dated
24.06.2010, the Sugar Unit of IGIL, hereinafter referred to as the
Demerged Undertaking, as defined in the Scheme, has been transferred
to the Company with effect from the Appointed Date, 1st October, 2008.
b) The aforesaid Scheme of Arrangement has become effective on filing
the certified copy of the order dated 24.06.2010 passed by Honble BIFR
with the Registrar of Companies, Delhi and also with the Registrar of
Companies, West Bengal both on 21.07.2010. Therefore, not withstanding
a subsequent appeal filed by one of the stake holder against the
aforesaid order of BIFR, the Company has recorded in its books all the
assets and liabilities pertaining to the Demerged Undertaking at values
as appearing in the books of IGIL as on the appointed date after giving
effect of the Scheme save and except fixed assets having gross book
value of Rs.7645.46 lacs which have been revalued prior to the demerger
and accordingly the fixed assets have been recorded in the books of the
Company at the revalued amount.
c) In consideration for the transfer and vesting of the Demerged
Undertaking, the scheme provides for payment of Rs.75.00 lacs in cash
and issue of Equity Shares worth Rs.85.15 lacs (including share
premium) of the Company in the ratio of 1 Equity Share of Rs.1/- each
fully paid up for every 100 Equity Shares of Rs.1/- in IGIL. However,
Equity Shares worth Rs.45.95 lacs have not been issued in view of
Companys holding of 53.96% in IGIL and thus Equity Shares amounting to
Rs.39.20 lacs (including premium) have been issued to the share holders
of IGIL.
d) The loss of Maizapur sugar unit of IGIL pertaining to period 1st
October, 2008 to 30th September, 2009 i.e. from the appointed date till
the end of the companys previous year ended 30th September, 2009
amounting to Rs.1248.17 lacs has also been recognised in the current
period.
19. a) With effect from the Current accounting period, the Company has
changed its financial year ending from 30th September to 31st March
pursuant to the approval of Registrar of Companies, Kolkata.
Accordingly, the current financial period is for eighteen months i.e.
from 1st October, 2009 to 31st March 2011.
b) Figures for the current period include all the assets and
liabilities and the revenues and expenses pertaining to the Demerged
Undertaking as mentioned herein above. The previous year figure does
not include the figures in respect of said Demerged Undertaking.
c) In view of above, the figures of the current financial period are
not comparable with those of the previous year.
20. The previous years figures have been reworked, regrouped,
rearranged and reclassified wherever necessary. Amounts and other
disclosures for the preceding year are included as an integral part of
the current period financial statements and are to be read in relation
to the amounts and other disclosures relating to the current period. |