Real-time Stock quotes, portfolio, LIVE TV and more.
8.45 (3.63%)
7.75 (3.32%) | Notes to Accounts | Year End : Mar '12 |
1 (a) Terms / rights attached to equity shares:
The company has only one class of issued equity shares having a par
value of Rs 2/- per share. Each holder of equity shares is entitled to
one vote per share. The dividend proposed by the Board of Directors and
approved by the shareholders in the Annual General Meeting is paid in
Indian rupees. In the event of liquidation of the Company, the holders
of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amount. The
distribution will be in proportion to the number of equity shares held
by the shareholders.
1 (b) Terms of securities convertible into equity shares:
(i) The Company issued and allotted to Qualified Institutional Buyers,
10,000,000 Equity Shares of Rs 2/- each at a price of Rs 272/- per share
aggregating to Rs 2,720 million on 28th April, 2010, simultaneous with
the issue of 1,760 10.75% Non Convertible Debentures (NCD) of a face
value of Rs 1,000,000/- at par , together with 6,500,000 warrants at a
price of Rs 2/- each entitling the holder of each warrant to subscribe
for 1 equity share of Rs 2/- each at a price of Rs 272/- at any time
within 3 years form the date of allotment. The subscription money
received on issue of warrants has been credited to Capital Reserve as
the same is not refundable / adjustable. Out of the funds raised, Rs
2,365 million has been temporarily deployed in Fixed Deposits with
Banks and in Mutual Funds and the Balance has been utilised towards the
object of the issue.
(ii) See Note 4(d) regarding Foreign Currency Convertible Bonds.
1 (c) Other information:
The Company had issued 3,636,500 Equity Shares of Rs 10/- each ( later
sub-divided into 18,182,500 Equity Shares of Rs 2/- each) in April and
May 2005 represented by 3,636,500 Global Depository Receipts (GDR) (on
sub division 18,182,500 GDRs) evidencing ''Master GDR Certificates'' at a
price of USD 27.50 per GDR (including premium). GDRs outstanding at the
close of the year are 9,200. The Funds raised has been utilised towards
the object of the issue.
2 (a) Sales Tax Deferral Incentive:
The Company, upto March, 2006, had prematurely retired its obligations
of the Sales Tax Deferral Incentive availed under the package scheme of
Incentives 1993, thereby generating a cumulative surplus of Rs 108.63
million. Since the incentive was fundamentally provided to encourage
capital investments in designated underdeveloped zones and thereby
defray, to some extent, deficiencies, the same has been, as per the
opinion of the ''Expert Advisory Committee'', set up by the Institute of
Chartered Accountants of India, credited to ''Capital Reserve'' to be
apportioned to ''Revenue Reserves'' over the future/ balance life of the
underlying investments, at the end of each financial year.
2 (b) Subsidy for setting up new Industrial Unit:
The Company''s manufacturing facility at Baramati has been granted ''Mega
Project'' status by Government of Maharashtra and therefore is eligible
for Industrial Promotion Subsidy (IPS) under Packaged Scheme of
Incentive (PSI) 2007. The company has been granted Eligibility
Certificate issued by the Directorate of Industries, Government of
Maharashtra in this regard.
IPS consists of the following:
a. Electricity Duty exemption for the period of 7 years from the date
of commencement of the project i.e. 1st April, 2009,
b. 100% exemption from payment of Stamp duty for the Leasehold land
acquired for the Baramati Plant, and
c. VAT and CST payable to the State Government (before adjustment of
Set-off) on sales made from Baramati plant, within a period of 7 years
starting from 1st April, 2009 to 31st March, 2016.
IPS will however be restricted to 75% of the eligible fixed capital
investments made from 11th May, 2005 to 10th May, 2010. The
Eligibility Certificate issued allows maximum subsidy of Rs 3,198.20
million.
The Packaged Scheme of Incentive (PSI) 2007 is for intensifying and
accelerating the process of dispersal of industries to the less
developed regions and promoting high tech industries in the developed
areas of the State coupled with the object of generating mass
employment opportunities.
Further, in terms of the Accounting Standard (AS 12) ''Accounting for
Government Grants'' prescribed by Companies (Accounting Standards)
Amendment Rules, 2006, eligible incentive is considered to be in the
nature of promoters'' contribution. Therefore incentive of Rs 34.08/-
million received during the year (P.Y. Rs Nil) has been credited to the
Capital Reserve.
2 (c) Debenture Redemption Reserve:
Debenture Redemption Reserve has been created in accordance with
circular No.9/2002 dated 18th April, 2002 issued by Department of
Company Affairs, Ministry of Law, Justice and Company Affairs,
Government of India and Section 117(C) of the Companies Act, 1956 at
25% of the maturity amount equally over the terms of the Debentures
Privately placed. Amount set aside for the year represents for full
year in respect of Debentures issued in earlier years.
2 (d) Foreign Currency Monetary Item Translation Difference Account
(FCMITDA):
The Accounting Standard (AS 11) ''The effects of changes in Foreign
Exchange Rates'' prescribed by Companies (Accounting Standards) Rules,
2006 was amended on 31st March, 2009, vide a notification dated 31st
March, 2009, by the Ministry of Corporate Affairs. The said amendment
offered an option to Companies to recognise Foreign Exchange Gains and
Losses arising on translation of all long term monetary assets and
liabilities acquired upto 31st March, 2009, retrospectively from
accounting periods commencing after 7th December, 2006 ( i.e. from 1st
April, 2007 for the company) upto 31st March, 2011, The Company had
chosen to exercise the option in preparation of financial statements in
the year ended 31st March, 2009.
The Company continues, upon the extension granted by the Ministry of
Corporate Affairs, to exercise the option offered in paragraph 46 of
the Accounting Standard (AS 11) relating to ''''The effects of changes in
foreign exchange rates'''' to capitalise foreign exchange difference on
translation of long term monetary liabilities to cost of Assets where
used to acquire such assets and in case of other long term monetary
item to Foreign Currency Monetary Item Translation Difference Account
(FCMITDA). The amount so recognised as capital cost of acquisition of
assets is to be depreciated over the balance life of the relevant
assets. In case of the amount recognised in the FCMITDA to be amortised
over the balance term of the monetary asset or liability but not beyond
31st March, 2020, aggregate Rs 28.32 million.
Accordingly Foreign exchange differences adjusted against the cost of
the assets/ CWIP aggregates Rs 588.23 million (loss), amount in
''''Foreign Currency Monetary Item Translation Difference Account''''
(FCMITDA) aggregates Rs 66.50 million (loss) and amortised in the
current year amounts to Rs 38.18 million.
2 (e) Hedge Reserve:
In order to recognise the impact of fluctuation in foreign currency
rates arising out of instruments acquired to hedge highly probable
forecast transactions, in appropriate accounting periods, the company
applies the principles of recognition set out in the Accounting
Standard 30- Financial Instruments - Recognition and Measurement
(AS-30) as suggested by the Institute of Chartered Accountants of
India. Accordingly, the unrealised gain/(loss) (net) consequent to
foreign currency fluctuations, in respect of effective hedging
instruments , represented by simple forward covers, to hedge future
exports, are carried as a Hedging Reserve and ultimately set off in the
Profit and Loss account when the underlying transaction arises.
The amount outstanding in the Hedge Reserve at the close of the year is
Rs 381.64 Million (Debit Balance / Valuation Loss).
2(f) The Equity Shares allotted on exercise of option to convert FCCBs
by the Bondholders, and the 10,000,000 equity shares of Rs 2/- each
allotted as detailed in Note 2(d) and equity shares issued and allotted
on conversion of warrants , if any, before the record date/ book
closure for dividend would rank pari passu with the existing share
capital reflected in Note 2 in all respect including dividend declared
for the year. Dividend for the year has been provided for on
232,794,316 equity shares of Rs 2/- each at the rate recommended by the
Board of Directors on the basis of equity shares issued and allotted up
to 27th May, 2012.
However, as the Company is unable to estimate further conversions upto
the record date set for determining the said eligibility, any further
amounts required to be distributed as dividend will be adjusted against
the balance in the Profit and Loss account carried forward to the
subsequent financial year.
3 (a) Debentures:
The Company has issued the following secured redeemable non-convertible
debentures:
(i) 3,500 - 10.75% Redeemable Secured Non-Convertible Debentures
Seventeenth Series of Rs 1,000,000/- each redeemable @ 25.00% on 22nd
March, 2015; @ 50.00% on 22nd September, 2014; & @ 25.00% on 22nd
March, 2014.
Above Debentures are secured by a (i) First pari passu Mortgage in
favour of the Trustees, of all rights and interest on the Company''s
immovable properties situated at Mundhwa, Satara, Jalgaon and Chakan
with negative lien on properties situated at Jejuri and Baramati; and
(ii) First pari passu charge in favour of the Trustees by way of
hypothecation of movable properties, present and future both such as
all plant and machinery, equipments, tools, furniture & fixtures etc.,
as described in Debenture Trust - cum -Mortgage Deed dated 14th
December, 2009.
(ii) 1,760 - 10.75 % Redeemable Secured Non-Convertible Debentures
Eighteenth Series of Rs 1,000,000/- each redeemable at 35.00% on 28th
April, 2016; @ 35.00% on 28th April, 2015; & @ 30.00% on 28th April,
2014.
Above Debentures are secured by a (i) First pari-passu Mortgage in
favour of Trustees, of all rights and interest on the Company''s
immovable properties, present and future situated at Mundhwa, Chakan,
Satara and Jalgaon with negative lien on properties situated at Jejuri
and Baramati as described in schedule-I as per Debenture
Trust-cum-Mortgage Deed dated 28th June, 2010 and (ii) First pari-passu
Charge in favour of the Trustees on moveable properties, present &
future as described in Schedule-II as per Debenture Trust-cum-Mortgage
Deed dated 28th June, 2010.
3 (a) Debentures (contd.):
(iii) 2,500 - 11.95 % Redeemable Secured Non-Convertible Debentures
Sixteenth Series of Rs 1,000,000/- each redeemable at 33.34% on 5th
January, 2017; @ 33.33% on 5th January, 2016; & @ 33.33% on 5th
January, 2015.
Above Debentures are secured by a (i) First pari passu Mortgage in
favour of the Trustees, of all rights and interest on the Company''s
immovable properties situated at Mundhwa, Satara, Jalgaon and Chakan
with negative lien on properties situated at Jejuri and Baramati; and
(ii) First pari passu charge in favour of the Trustees by way of
hypothecation of movable properties, present and future both such as
all plant and machinery, equipments, tools, furniture & fixtures etc.,
as described in Debenture Trust-cum - Mortgage Deed dated April 30,
2009.
3 (b) Foreign Currency Term Loans:
I. From Bank of India, London
Balance outstanding USD 2.50 million (Previous year USD 5.00 million)
Secured By (i) First charge by way of Hypothecation of the whole of the
movable properties including its movable plant and machinery, machinery
spares, tools and accessories and other movables, both present and
future, whether installed or not and whether now lying loose or in
cases or now lying or stored in or about or shall from time to time
during the continuance of the security be brought into or upon or be
stored or be in or about all the factories, premises and godowns
situate at Mundhwa, District Pune; Chakan, District Pune; Vaduth,
District Satara; Village Kusumbe, District Jalgaon, all in the state of
Maharashtra or wherever else the same may be or be held by any party to
the order of disposition or in the course of transit or on high seas or
on order, or delivery, howsoever and wheresoever in the possession and
either by way of substitution or addition except specific movable plant
and machinery consisting of Wind Energy converter of 600 K.V. 7 Nos at
Village Boposhi, District Satara, exclusively hypothecated to Standard
Chartered Bank, as described under the Deed of Hypothecation dated 17th
March, 2005 and; (ii) Equitable Mortgage by deposit of title deeds of
Immovable properties situate at Village Mundhwa, Pune; Village Vaduth,
Taluka and District Satara; Village Kusumbe Khurd, Taluka and District
Jalgaon and Village Chakan, Pune all in the state of Maharashtra,
together with all buildings and structures thereon and all Plant and
Machinery attached to the earth or permanently fastened to anything
attached to the earth, as described under Memorandum of Entry dated
17th March, 2005.
II. From Credit Agricole Corporate & Investment Bank, Singapore
Balance outstanding USD 50 million (Previous year USD 50 million)
Secured By First Pari passu charge over present and future movable
fixed assets viz. Plant and Machinery, Computers, Furnitures and
Fixtures, whether installed or not and whether now lying loose or in
cases or otherwise or being on or upon or at any time, hereafter being
on or upon about the premises and godowns at Mundhwa, Pune; Village
Kuruli, Chakan; Taluka Khed, District Pune; Village Vaduth, Taluka &
District Satara and at Baramati, Pune or anywhere else.
Repayable in 6 equal yearly installments from date of its'' origination,
i.e. 14th October, 2012, along with interest of 3M Libor 280 bps p.a.
3 (c) Rupee Term Loans:
From Axis Bank
Balance outstanding Rs 330.56 million (Previous year Rs 225 million)
Above loan is to be secured against (i) First pari-passu charge on the
Company''s immovable properties, present & future Situate at Mundhwa,
Chakan, Satara and Jalgaon with negative lien on properties situated at
Jejuri and Baramati and (ii) First pari-passu Charge on moveable
properties, present & future including Land & Building.
Repayable in 18 equal half yearly installments from date of its''
origination i.e. 20th March, 2012 along with interest of Base Rate 2%
p.a.
3 (d) Foreign Currency Convertible Bonds:
The Company had issued Foreign Currency Convertible Bonds (FCCB) in two
tranches aggregating USD 79.90 million, detailed in the table below, to
finance Capital Expenditure and Global Acquisitions. The said bonds are
optionally convertible into GDR/ Equity Shares to be exercised at any
time during the exercise period at a pre determined initial price
subject to adjustments upon occurrence of certain events.
However, the Company has option to redeem the balance of the above
Bonds if such balance is less than 10% in aggregate of principal amount
of such tranche of bonds originally issued in respect of each tranche,
during the redemption exercise period in the manner specified in the
offering circular at a premium so as to provide a predetermined yield
to the Bondholders.
The Company also has the option to call the Bondholders of Tranche A &
Tranche B to mandatorily convert the Bonds into Equity Shares if the
Market Price on the specified date provided the holder a gain of at
least a 30% over the Early Redemption amount.
# Tranche A of the above FCCBs amounting to USD 40.00 Million
outstanding as at April 26, 2012 were redeemed on April 27, 2012 along
with the redemption premium amounting to USD 17.03 Million. The premium
on redemption aggregating Rs 994.06 Million, (including withholding Tax
amounting to Rs 98.96 Million) since crystalised has been adjusted to
securities premium account, net of deferred tax asset amounting to Rs
322.52 million, in terms of Section 78(2) (d) of the Companies Act,
1956.
Due to variables currently indeterminate, the premium on actual
redemption for Tranche B is not computable and hence will be recognised
if and as and when the redemption option is exercised, as a charge to
the securities premium account in terms of Section 78(2)(d) of the
Companies Act,1956.
The Company has been legally advised by an eminent law firm that the
above mentioned Convertible Bonds issued upon terms and conditions set
out in the offering circular dated 19th April, 2005, would be outside
the purview of Section 117 (C) of the Companies Act, 1956 as regards
creation of Debenture Redemption Reserve. The Auditors have relied upon
the said legal opinion.
3 (e) Term Loans from Banks:
Foreign Currency Term Loans on Syndicated basis
Balance outstanding USD 80 million (Previous year NIL)
Repayable in 3 half yearly installments from date of its'' origination
i.e. 31st October, 2016, along with interest of 6M Libor 280 bps p.a.
3 (f) Deferred payment liabilities:
Sales tax deferral incentives attached to the erstwhile windmill
division, which was demerged to BF Utilities Ltd. under Section 392 and
394 of the Companies Act, 1956 sanctioned by the High Court of the
Judicature at Mumbai, have been passed on thereafter from year to year
by the Company to the latter, under an arrangement, with all
liabilities and obligations attached thereto. Consequently sales tax
deferral liability represents net liability to the Company after such
pass on aggregating to Rs 821 million (Previous year Rs 845 million).
NOTES:
(a) At cost, except lease hold land which is at cost less amounts
written off.
(b) Buildings include premises on ownership basis in co-operative
Societies Rs 32.81 million and also cost of hangar jointly owned with
other Companies Rs 0.12 million.
(c) See Note 1 - clause 2 for accounting policy on Fixed Assets and
Depreciation.
(d) Includes 25 acres land given on lease.
(e) Documents for the ownership premises at Sai Nagari & Surajban
Apartments, Lullanagar at Pune, Antriksha Bhawan at New Delhi, Land at
Keshavnager, Mundhawa and Lease deed for Land at Baramati & Jejuri
still continue to be under execution.
(f) Cost incurred by the Company. Ownership vests with Maharashtra
State Electricity Distribution Company Ltd.
(g) Represents amount amortised upto 31 st March, 2012
$ Refer Note 1 - Clause 6(a) for accounting policy.
@ Joint Ventures:- Company holds 50% of the Share Capital
* Company holds 5% of the share capital
# Joint Ventures:- Company holds 49% of the share capital
1 (a) Contribution to Capital Reserve Credited in favour of Bharat
Forge Ltd.:
Contributions in to the Capital Reserves of CDP - Bharat Forge GmbH as
per the German Commercial Code, forms a part of the Equity Share
Capital and accordingly has been considered as an investment and is
redeemable subject to provisions of the code.
1 (b) Bharat Forge America Inc.:
Bharat Forge America Inc. (BFA), a wholly owned subsidiary has
registered losses which have substantially eroded its Net worth. The
auditors of the BFA have, given current adverse conditions prevailing
in the American auto industry, disclaimed expression of any opinion on
the validity of the assumption of going concern, the basis on which the
financial statements have been prepared. Given the uncertainties in the
American economy and its further impact on the auto industries slow
revival, the Company has, as a matter of prudence, tested the
investment in BFA for impairment / diminution with reference to the
value of assets. Accordingly the Company has provided for impairment
aggregating Rs 704.16 Million during the year which has been recognised
as an exceptional item in the statement of profit and loss.
2 (a) Loan to a company:
Interest free loan of Rs 309.09 million given to a Company which has
given an undertaking to hold the shares solely for the purpose and
obligations of the ''''BFL Executives Welfare and Share Option Trust'''' in
terms of clause (b) of the proviso to Section 77(2) of the Companies
Act, 1956, which in the opinion of an eminent Counsel, obtained by a
Group Company, falls within the purview of the said proviso to the
above mentioned section.
# Included in Market value at NAV as on 31st March, 2012 & 31st March,
2011 respectively, as there was no trade for the schemes, hence,
quotations are not available.
* Refer Note 1 - clause 6(b) of Accounting Policy.
(Rs in Million)
As at As at
3 Contingent Liabilities not provided for
in respect of : 31st March,
2012 31st March,
2011
(i) Sales Bills Discounted 7,222.08 4,911.08
Of Which:
Bills since realised 2,410.02 1,739.26
Matured, Overdue & outstanding since
close of the period - -
(ii) Guarantees given by the Company on
behalf of other companies Balance
Outstanding 1,996.82 1,845.43
(Maximum Amount) (2,193.50) (2,025.61)
(iii) Claims against the Company not
acknowledged as Debts- to the
extent ascertained 140.48 142.00
(iv) Excise/Service Tax Demands - matters
under dispute 180.37 184.65
(v) Customs Demands - matters under dispute 50.97 50.97
ii) On 5th August, 2009, the Company has entered into a Cross Currency
Swap (CCS) for a period of five years by converting a Long Term Rupee
NCD liability of Rs250 million (out of 10.75% XVth Series NCD of Rs2,500
million) into an equivalent USD liability at the prevailing spot rate.
Under this structure, the Company will receive a fixed interest coupon
on a quarterly basis on the rupee amount swapped and will pay floating
rate interest (which is subject to a cap) on the USD notional amount.
On maturity of the swap, the Company will pay the contracted USD loan
liability at prevailing rate and receive the original rupee amount
swapped.
4 Guarantees given by Company''s Bankers on behalf of the Company,
against sanctioned guarantee limit aggregating to Rs 3,250.00 million
(Previous Year Rs 3,250 .00 million) for contracts undertaken by the
Company and other matters are secured by extension of charge by way of
joint hypothecation of stock-in-trade, stores and spares etc., book
debts, subject to prior charge in their favour. Amount outstanding Rs
711.05 million (Previous Year Rs 856.83 million)
5 The Company has entered into agreements in the nature of lease /
leave and license agreement with different lessors / licensors for the
purpose of establishment of office premises/Residential Accommodations.
These are generally in nature of operating lease / leave and license,
disclosure required as per Accounting Standard 19 with regard to the
above is as under:
i) Payment under operating lease / leave and license for period
1) Not later than one year Rs 4.09 million
2) Later than one year but not later than five years Rs 1.63 million
3) Later than five years Rs 0.81 million
ii) There are no transactions in the nature of sub-lease.
iii) Payments recognised in the Profit and Loss Account for the year
ended 31st March, 2012 Rs 5.54 million
iv) Period of agreement is generally for three years and renewable at
the option of the Lessee.
6 Segment information based on consolidated financial statements has
been disclosed in a statement annexed thereto. Primary Segments have
been determined by the management in light of the dominant source and
nature of risks and returns of the consolidated group and relied upon
by the auditors.
7 Related Party disclosures have been set out in a separate statement
annexed to this Note. The related parties, as defined by Accounting
Standard 18 ''Related Party Disclosures'' issued by The Companies
Accounting Standard Amendment Rules, 2006, in respect of which the
disclosures have been made, have been identified on the basis of
disclosures made by the key managerial persons and taken on record by
the Board.
8 Information on Joint Ventures is set out in a separate statement
annexed to this Note.
9 Figures less than Rs 5,000/- have been shown at actuals in bracket as
the figures have been rounded off to the nearest second decimal to
millions.
10 The financial statements for the year ended 31 March, 2011 had been
prepared as per the then applicable, pre-revised Schedule VI to the
Companies Act, 1956. Consequent to the notification of Revised Schedule
VI under the Companies Act, 1956, the financial statements for the year
ended 31 March, 2012 are prepared as per Revised Schedule VI.
Accordingly, the previous year figures have also been reclassified to
conform to this year''s classification. The adoption of Revised Schedule
VI for previous year figures does not impact recognition and
measurement principles followed for preparation of financial
statements. |
|
![]() | |
| Source : Dion Global Solutions Limited | |
![]() | |