(Rs in Million)
As at 31st As at 31st
March, 2011 March, 2010
A. Contingent Liabilities not provided for in respect of:
(a) Sales Bills Discounted 4,911.08 3,799.81
of which:
Bills since realised 1,739.26 904.16
Matured, Overdue & outstanding
since close of the period - -
(b) Guarantees given by the Company
on behalf of other companies:
Balance Outstanding 1,845.43 570.09
(Maximum Amount) (2,025.61) (830.94)
(c) Claims against the Company not
acknowledged as Debts - to the
extent ascertained 142.00 147.49
(d) Disputed Income Tax matters - 104.32
(e) Excise/Service Tax Demands -
matters under dispute 184.65 281.85
(f) Customs Demands - matters under
dispute 50.97 322.15
B. The Company has imported Capital Goods under the Export Promotion
Capital Goods Scheme, of the Government of India, at concessional rates
of Duty on an understanding to fulfill quantified exports against which
remaining future obligation aggregates USD 147.02 million, over a
period of next five years, while maintaining average export of USD
159.54 million per annum. Minimum Export obligation to be fulfilled by
the Company under the said scheme by 31st March, 2011, has been
fulfilled. Non fulfillment of the balance of such future obligations,
in the manner required, if any, entails options/ rights to the
Government to confiscate Capital Goods imported under the said Licences
and other penalties under the above referred scheme.
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 Rs 250 million (out of 10.75% XVth Series NCDs of Rs
2,500 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.
10. The Equity Shares allotted on exercise of option to convert to
FCCBs by the Bondholders, and the 10,000,000 equity shares of Rs 2/-
each allotted as detailed in footnote B(iii) to schedule ‘A’ 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 Schedule ‘A’ in all respect
including dividend declared for the year. Accordingly, Dividend 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 23rd May, 2011.
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.
11. 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 845 million (Previous year Rs 851 million).
12. (a) Non Convertible Debentures (NCDs):
(i) 11.95 % Secured Redeemable Non-Convertible Debentures (NCDs) of
face value of Rs 1,000,000 each, aggregating Rs 2,500,000,000/- (Rupees
Two thousand five hundred million) were issued on private placement
basis to Life Insurance Corporation of India. In terms of Debenture
Trust-cum-Mortgage Deed dated April 30, 2009, NCDs are to be redeemed
in three Annual installments starting at the end of sixth year from the
date of allotment (viz. 5th January, 2009) i.e. @ 33.33% on 5th
January, 2015, @ 33.33% on 5th January, 2016, and @ 33.34% on 5th
January, 2017. 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, both present and future,
such as all plant and machinery, equipments, tools, furniture &
fixtures etc. as described in Debenture Trust-cum-Mortgage Deed dated
April 30, 2009.
(ii) 10.75 % Secured Redeemable Non Convertible Debentures (NCDs) of
face value of Rs 1,000,000/- each, aggregating Rs 3,500,000,000/- (Rupees
Three thousand five hundred million) were issued on private placement
basis to various debentureholders. In terms of Debenture
Trust-cum-Mortgage Deed dated December 14, 2009, NCDs are to be
redeemed in three installments starting at the end of 54th month i.e.
on 22nd March, 2014, @ 25%, at the end of 60th month i.e. on 22nd
September, 2014 @ 50% and at the end of 66th month i.e. 22nd March,
2015 @ 25%. 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, both present and future,
such as all plant and machinery, equipments, tools, furniture &
fixtures etc, as described in Debenture Trust-cum-Mortgage Deed dated
December 14, 2009.
(iii) 10.75 % Secured Redeemable Non Convertible Debentures (NCDs) of
face value of Rs 1,000,000/- each, aggregating Rs 1,760,000,000/- (Rupees
One thousand seven hundred sixty million) were issued on private
placement basis to Qualified Institutional Buyers, under QIP issue. In
terms of Debenture Trust-cum-Mortgage Deed dated 28th June, 2010, NCDs
are to be redeemed in three annual installments starting at the end of
fourth year from the date of allotment (viz.28th April, 2010) i.e. @
35% on 28th April, 2014, @ 35% on 28th April, 2015, and @ 30% on 28th
April, 2016.
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, both present
and future, as described in Schedule-II as per Debenture
Trust-cum-Mortgage Deed dated 28th June, 2010.
(b) Foreign Currency Loans:
(i) Bank of India, London, Foreign Currency Term Loan; Balance
outstanding USD 5.00 million (Previous year USD 7.50 million).
(ii) Credit Agricole Corporate & Investment Bank, Singapore, Foreign
Currency Term Loan; Balance outstanding USD 50 million (Previous year
USD 50 million).
The loans at Sr. No (i) above is secured by:
1. 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 situated 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;
2. Equitable Mortgage by deposit of title deeds of immovable
properties situated at Village Mundhwa, Pune; Village Vaduth, Tal. and
Dist. Satara; Village Kusumbe Khurd, Tal. 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.
The loan at Sr. No. (ii) above is 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, Dist. Pune; Village Vaduth, Taluka & District Satara and
at Baramati, Pune or anywhere else.
(c) Rupee Loans:
Axis Bank, Pune, Long Term Rupee Term Loan; Balance outstanding Rs 225
million (Previous year Rs Nil). Above loan is to be secured against (i)
First pari-passu charge on the Company’s immovable properties, both
present and future situated 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, both present & future
including Land & Building.
(d) Guarantees given by Company’s Bankers on behalf of the Company,
against sanctioned guarantee limit aggregating to Rs 3,250 million
(Previous Year Rs 3,250 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 856.83
million (Previous Year Rs 635.43 million).
13. The company has recognised Deferred Taxes, which result from
timing difference between the Book Profits and Tax Profits for the year
aggregating Rs 491.20 million in the Profit and Loss Account, the
details of which are as under:
14. Capital Work-in-Progress includes advances for supply of Capital
Goods aggregating Rs 826.57 million (Previous Year Rs 345.94 million).
15. Advances recoverable in cash or in kind or for value to be
received in schedule G includes: Loans aggregating Rs 0.59 million
(Previous year Rs 0.77 million) granted to one executive who
subsequently was, appointed as Whole Time Director of the Company.
Maximum balance outstanding during the year Rs 0.79 million (previous
year Rs 0.79 million).
16. 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.
Note: The information has been given in respect of such vendors to the
extent they could be identified as Micro and Small enterprises on the
basis of information available with the Company.
18. The Company had issued Foreign Currency Convertible Bonds (FCCBs)
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 GDRs/ 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 tranch of bonds originally issued in respect of each
tranch, 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
atleast a 30% over the Early Redemption amount.
Due to variables currently indeterminate, the premium on actual
redemption for Tranche A & 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. The unutilised amounts of money raised, as at
31st March, 2011 is Rs Nil.
19. 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 year and proportionate
amount for a period of 11 months for Debentures issued during the year.
21. 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, as capital cost of
acquisition of assets where they relate to acquisition of assets or to
a Translation Reserve viz. Foreign Currency Monetary Item Translation
Difference Account (FCMITDA) in other cases. The amount so recognised
as capital cost of acquisition of assets is to be depreciated over the
balance life of the relevant assets and in case of the amount
recognised in the FCMITDA is to be amortised, over the balance term of
the monetary assets or liability, but not beyond 31st March, 2011.
The Company had chosen to exercise this option in preparation of its
financial statements from the year ended 31st March, 2009.
Accordingly, Foreign exchange differences adjusted against the cost of
the assets/ CWIP aggregates Rs 34.88 million (gain), amount in Foreign
Currency Monetary Item Translation Difference Account (FCMITDA)
aggregates Rs 4.44 million (gain) and amortised in the current year
amounts to Rs 39.20 million.
22. Bharat Forge America Inc. (BFA), a wholly owned subsidiary, has
registered losses which have substantially eroded its Net worth. The
Auditors of the Company 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. In November 2010,
the Management of BFA has successfully negotiated union contract
resulting in considerable wage decrease for each of the next 3 years.
This will help BFA in correcting the cost structure and targeting new
business. Also, the Management of BFA, as at 31st December, 2010, has
tested the assets for impairment, the results of which do not indicate
any impairment losses and hence, the dimunition in the value of the
Company’s investment in this subsidiary is not considered to be of
permanent nature.
23. 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 simpleforward 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 13.98 million.
30. Significant accounting policies followed by the Company are as
stated in the statement annexed to this schedule.
31. 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.
32. Previous financial year’s figures have been regrouped wherever
necessary to make them comparable with those of the current year.
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