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Chambal Fertilisers and Chemicals
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Explore Chambal Fert connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Contingent Liabilities
 
 (a) Contingent liabilities (not provided for) in respect of: 
 
                                                       (Rs. in Lacs)
 
 Sl. No.     Particulars                    2010-11        2009-10
 
 i) Outstanding amount against counter 
 guarantees given to Banks/ Financial
 Institutions on account of loans given 
 by the said Banks/ Financial Institutions
 to Bodies Corporate.                           -           314.30
 
 ii) Demand raised by Customs, Sales Tax 
 and Income Tax (IT) authorities
 being disputed by the Company               6285.91*      5835.84*
 
 iii) Various labour cases Amount 
 not Amount not ascertainable 
 ascertainable
 
 iv) Other claims against the Company 
 not acknowledged as debts.                     4.24          4.24 
 
 v) Claim against Nihat Shipping 
 Company Limited in legal suits/ notices, 
 in which the Company has been made a 
 party, is being contested, since the
 Company acted as Agents/ 
 Technical & Operational managers.            222.04        222.04
 
 vi) Penalty levied by FERA Board under 
 appeal before the Calcutta High Court.         1.30          1.30
 
 * Brief Description of liabilities as per (ii) above:
 
                                                  (Rs. in Lacs) 
 
 Sl. No.    Particulars                     2010-11        2009-10
 
 1.  Income Tax: Demand raised by IT 
 authorities on account of various 
 disallowances for A.Y. 2002-03 
 including penalties.                       70.26          838.92
 
 Demand raised by IT authorities on 
 account of various disallowances for
 A.Y. 2003-04 including penalties.        2808.10         4674.78
 
 Demand raised by IT authorities on 
 account of various disallowances for
 A.Y. 2004-05 including penalties.        2320.91          135.21
 
 Demand raised by IT authorities on
 account of various disallowances for
 A.Y. 2006-07 including penalties.          28.93           28.93
 
 Demand raised by IT authorities on 
 account of various disallowances for
 A.Y. 2008-09 including penalties.         481.48             -
 
 Demand raised by IT authorities on 
 account of short deduction of TDS
 and interest thereon for A.Y 2008-09 & 
 2009-10.                                  508.93             -
 
 2.  Sales Tax: Disallowance of VAT
  credit on raw materials used in the
 manufacturing of finished goods and 
 lying in stock on April 1, 2006            22.18          22.18
 
 Miscellaneous RST & CST demand             38.47          38.90
 
 3.  Land Tax: Demand raised by Registrar 
 for usage of land other than
 specifi ed purposes.                         -            92.33
 
 4.  Service Tax/ Excise Duty/ Custom Duty: 
 
 Service Tax demand received on services 
 from foreign parties in respect to
 service tax not paid on Tax deducted at 
 source (TDS) portion.                       4.59          4.59
 
 Show cause notice dated 16.03.11 related 
 to non payment of service tax
 on Renting Income received during
 FY 2009-10 for Rs. 2.54 lac.                2.06            -
 
 Total                                    6285.91       5835.84
 
 Based on favourable decisions in similar cases, legal opinion taken by
 the Company, discussions with the solicitors, etc., the Company
 believes that there is fair chance of decisions in its favour in
 respect of all the items listed in (ii), (iv), (v) and (vi) above and
 hence no provision is considered necessary against the same.
 
 (b) The Company had received a demand of Rs.352.34 lacs from Sales Tax
 Department, Kota in an earlier year towards use of natural gas for
 ammonia fuel, power and steam generation for the period of April, 1996
 to May, 2001. The Company has obtained a stay from Hon''ble High Court
 of Rajasthan, Jodhpur on 11th July, 2001. However, in the event of the
 Company having to pay the above, it is reimbursable by Fertiliser
 Industry Coordination Committee (FICC)/ Government of India under
 Subsidy Scheme.
 
 (c) The Company as well as other users of natural gas under HBJ Gas
 Pipeline had in earlier years received letters from GAIL (India)
 Limited (erstwhile Gas Authority of India Ltd), informing about the
 possibility of levy of excise duty on natural gas (presently not
 levied) with retrospective effect. The amount of such levy is not
 ascertainable. However, in the event of its levy, it is reimbursable by
 FICC of Ministry of Fertilisers, the Government of India under Subsidy
 Scheme.
 
 (d) The Company as well as other users of Natural Gas under HBJ Gas
 Pipeline had received a letter in an earlier year from GAIL (India)
 Limited (erstwhile Gas Authority of India Ltd), informing about the
 possibility of levy of Central Sales Tax.  The Company has been taking
 the delivery of Gas in the State of Rajasthan and has been accordingly
 paying Rajasthan Sales Tax on the supply. Therefore, the Company feels
 that no Central Sales Tax is payable by it. Further, the amount of such
 levy is not ascertainable. However, in the event of its levy, it is
 reimbursable by FICC of Ministry of Fertilisers, the Government of
 India under Subsidy Scheme.
 
 (e) Under the Jute Packaging Material (Compulsory use of Packing
 Commodities) Act, 1987, a specifi ed percentage of fertilisers
 dispatched were required to be supplied in Jute bags up to 31.8.2001.
 The provisions of the said Act were challenged in the Supreme Court,
 which upheld the constitutional validity of this Act in its judgment in
 1996. In spite of making conscious efforts to step up use of jute
 packaging material, the Company had been unable to adhere to the
 specifi ed percentage, due to strong customer resistance to use of jute
 bags. The Company had received show cause notice from the Offi ce of
 the Jute Commissioner, Kolkata, for levying a penalty of Rs.7380.36
 lacs for non compliance of the provisions of the said Act. The Company
 has obtained a stay order from Delhi High Court against the above show
 cause notice and has been advised that the said levy is not tenable in
 law and accordingly no provision has been considered.
 
 6.  Segment Information
 
 Primary Segment: Business Segment
 
 The Company''s operating businesses are organized and managed separately
 according to the nature of products manufactured, traded and services
 provided. The four identifi able reportable segments are viz. Own
 Manufactured Fertilizers, Trading, Textile and Shipping. A description
 of the types of products and services provided by each reportable
 segment is as follows:
 
 Own Manufactured Fertilizers segment includes manufacture and marketing
 of urea for which price is fully controlled by the Government of India
 (GOI) and distribution is partly controlled.
 
 Trading segment includes the purchase and sale of Fertilizers and
 Agricultural Inputs and this activity, though different in risk
 perception from own manufactured urea, is carried out mainly with an
 objective of providing Fertilizers/ Agricultural Inputs under one roof.
 
 Textile segment includes manufacturing and sale of synthetic and cotton
 yarn.
 
 Shipping segment includes transportation of crude oil and liquid
 products through vessels owned and/ or hired by the Shipping Division.
 
 Secondary Segment: Geographical Segment
 
 The analysis of geographical segment is based on the geographical
 location i.e., domestic and overseas markets, of the customers.
 
 7.  Gratuity and Other Post Employment Benefit Plans:
 
 a) Gratuity
 
 The Company has a defi ned benefit gratuity plan. Every employee who
 has completed fi ve years or more of service gets a gratuity on
 departure at 15 days (15 to 30 days in case of Shipping Division)
 salary (last drawn salary) for each completed year of service. The
 Scheme is funded with an insurance company in the form of a qualifying
 insurance policy in respect of Fertiliser and Shipping division of the
 Company.
 
 The following tables summarise the components of net benefit expense
 recognised in the profit and loss account and the funded status and
 amounts recognised in the balance sheet for the respective plans.
 
 b) Provident fund
 
 The Company has set up provident fund trust, which is managed by the
 Company in respect of Fertiliser and Shipping division of the Company
 and as per the Guidance Note on implementing AS-15, Employee Benefits
 (revised 2005) issued by the Accounting Standard Board (ASB), provident
 funds set up by employers, which requires interest shortfall to be met
 by the employer, needs to be treated as defi ned benefit plan. Pending
 the issuance of the Guidance Note from the Actuarial Society of India,
 the Company''s actuary has expressed his inability to reliably measure
 the provident fund liability. However, the Company has ascertained that
 at the year end there is no shortfall in the Provident Fund Trust.
 
 8.  Related Party Disclosures
 
 During the year, the Company entered into transactions with the related
 parties. Those transactions along with related balances as at March 31,
 2011 and for the year then ended are presented in the following table.
 List of related parties along with nature and volume of transactions is
 given below:
 
 (a) Subsidiaries
 
 CFCL Overseas Limited, Cayman Island 
 
 Chambal Infrastructure Ventures Limited, India India 
 
 Steamship Pte. Limited., Singapore
 
 Subsidiaries and Step-down Subsidiaries of CFCL Overseas Limited
 
 * CFCL Technologies Limited, Cayman Islands
 
 * CFCL Ventures Limited, Cayman Islands
 
 * ISGN Corporation, USA
 
 
 Subsidiaries and Step-down Subsidiaries of ISGN Corporation, USA
 
 * NITC GmbH (Germany) (formerly known as NovaSoft Information
 Technology Corporation GmbH,)
 
 * Dynatek Inc., USA (merged with ISGN Corporation w.e.f. April 1, 2009)
 
 * ISGN Solutions Inc,USA
 
 * Richmond Investors, LLC (Investors),USA
 
 * Richmond Title Genepar, LLC, USA
 
 * Richmond Title Services, LP , USA
 
 * Flex Agents Signing Team, LLC , USA
 
 * Richmond Title Services, LLC (Alabama) , USA
 
 * ISGN Fulfi llment Services, Inc. (Pennsylvania, USA) (acquired along
 with step down subsidiaries w.e.f. December 12, 2009) (formerly known
 as Fiserv Fulfi llment Services, Inc)
 
 * ISGN Fulfi llment Services, Inc (AZ, USA) (formerly known as Fiserv
 Fulfi llment Services, Inc (AZ, USA))
 
 * ISGN Fulfi llment Services, South Inc (FL, USA) (formerly known as
 Fiserv Fulfi llment Services, South Inc (FL, USA))
 
 * ISGN Fulfi llment Services, of Alabama LLC (AL, USA) (formerly known
 as Fiserv Fulfi llment Services, of Alabama LLC (AL, USA))
 
 * ISGN Fulfi llment Services, of Maryland, Inc (MD, USA)( formerly
 known as Fiserv Fulfi llment Services, of Maryland, Inc (MD, USA))
 
 * ILS Services, LLC (DE, USA)
 
 * ISGN Fulfi llment Agency, LLC (DE, USA) (formerly known as Fiserv
 Fulfi llment Agency, LLC (DE, USA))
 
 * ISGN Fulfi llment Agency of Alabama, LLC (AL,USA)(formerly known as
 Fiserv Fulfi llment Agency of Alabama, LLC (AL,USA)
 
 Subsidiaries and Step-down Subsidiaries of CFCL Ventures Limited
 
 * ISG NovaSoft Technologies Limited, India
 
 * Inuva Info Management Private Limited, India
 
 * ISGN Solution Ltd, Ireland (Liquidated in May 2009)
 
 Subsidiaries of Chambal Infrastructure Ventures Limited
 
 * Chambal Energy (Chhattisgarh) Limited
 
 * Chambal Energy (Orissa) Limited
 
 
 
 (d) Key Management Personnel and their relatives
 
 Mr. Anil Kapoor
 
 Mrs. Deepali Kapoor (Spouse)
 
 Mr. Hemant Kapoor (Son)
 
 Ms. Priyanka Kapoor (Daughter)
 
 
 10. Investments
 
 a) The Company has made further investment of Rs.4480.14 lacs in its
 wholly owned subsidiary CFCL Overseas Limited, Cayman Island.
 
 b) During the year, the Company has fully sold the stake in Zuari
 Investments Limited at a consideration of Rs.1060.97 lacs and
 recognized gain on sale of investment of Rs.436.87 lacs.
 
 c) The Company has investments of Rs.31114.13 lacs in the Share Capital
 of CFCL Overseas Limited, Cayman Islands. CFCL Overseas Limited, in
 turn has investment in CFCL Ventures Ltd., India and ISGN Corporation,
 USA through its wholly owned subsidiary CFCL Technologies Ltd. In turn
 CFCL Ventures Limited has further invested in its wholly owned
 subsidiary ISG Novasoft Technologies Limited, India. As per the latest
 financial statements of ISG NovaSoft Technologies Limited, India and
 ISGN Corporation USA, their accumulated losses have resulted in erosion
 of signifi cant portion of the net worth of these companies. These
 being long-term strategic investments and also in view of projected
 profitable operations of these companies in near future, in the
 opinion of management, no provision for diminution in value of
 investment is required to be made as per Accounting Standard 13
 Accounting for Investment notifi ed by Companies (Accounting
 Standards) Rules, 2006 (as amended).
 
 
 12. Government grants and subsidies
 
 a) Nitrogenous Fertilizers are under the Concession Scheme as per New
 Pricing Scheme implemented w.e.f. 1st April, 2003. The concession price
 and freight has been accounted for on the basis of notifi ed prices,
 further adjusted for input price escalation/ de-escalation, as per
 known policy parameters of NPS - Stage III, applicable for the period
 from October 1, 2006 to 31st March, 2010, extended thereafter
 provisionally till further orders. Accordingly, the impact of revised
 concession price has been accounted for.
 
 Contribution from sale of surplus ammonia has been accounted for in
 accordance with the known policy parameters.  The current year subsidy
 income is inclusive of Rs.1138.84 lacs (Previous Year Rs.3734.27 lacs)
 being the subsidy income, pertaining to earlier years, determined
 during the year.
 
 b) Subsidy on traded fertilisers has been accounted based on Nutrient
 Based Policy as notifi ed by the Government of India.  The current year
 subsidy income is inclusive of Rs.167.61 lacs (Previous Year Rs. Nil)
 being the subsidy income, pertaining to earlier years, determined
 during the year.
 
 c) The Textile Division of the Company is eligible for interest
 concession under the TUFS (Technology Upgradation Fund Scheme) of the
 Government of India. Accordingly, the Company has availed interest
 concession of Rs.433.40 lacs (Previous year Rs.455.66 lacs) during the
 year and reduced the same from interest expenses.
 
 13. During the year, Government of India has come up with guidelines
 for buy back of fertilizer bonds issued to the industry in two tranches
 and would also compensate part of loss suffered by the industry on
 these bonds. Accordingly, the Company has sold 50% of its holding of
 Fertilizer Companies Government of India Special Bonds at a specifi
 ed price as determined by the Reserve Bank of India (RBI) which has
 resulted into a loss of Rs.2681.55 lacs, against which the Company had
 already provided for mark to market losses of Rs.2155.00 lacs. However,
 loss of differential amount has not been charged to Profit and Loss
 Account as the Company is hopeful of getting at least the differential
 amount reimbursed by the Government of India.
 
 Further, since the mechanism for determination of such compensation has
 not been notifi ed by Government of India, the Company has not
 accounted for entire compensation as it is not prudent in terms of
 Accounting Standard 9- Revenue Recognition / Accounting Standard
 12-Accounting for Government Grants, notifi ed by Companies (Accounting
 Standards) Rules, 2006 (as amended) till the time of fi nal
 determination of compensation.
 
 14. Leases
 
 (a) The lease payment made during the year amounts to Rs.181.59 lacs
 (Previous year Rs.125.90 lacs), out of which Rs.69.62 lacs (Previous
 year Rs.91.06 lacs) has been adjusted against Principal and Rs.111.97
 lacs (Previous year Rs.34.81 lacs) has been shown as Finance Lease
 Charges. Further, during the year, the Company has renegotiated the
 terms of the fi nance lease with the lessor. Accordingly, the fi xed
 assets taken on fi nance lease amounting to Rs.176.65 lacs (Previous
 Year Rs. Nil) have been decapitalised in the books of account. The
 interest rate on various fi nance leases is around 10% to 28%. There is
 no renewal and escalation clause as well as restriction imposed in the
 lease agreement.  There are no subleases.
 
 (c) The lease payments, other than cases covered in point no. (b) above
 i.e. non - cancelable leases, recognized in the statement of Profit
 and Loss Account during the period amounts to Rs.376.58 lacs (Previous
 year Rs.727.49 lacs). The renewal of leases will be as per the mutual
 understanding of lessee and lessor and there is no escalation clause.
 There are no restrictions imposed by lease arrangements.
 
 3) In case of hedged transactions mentioned in (A) above, all losses,
 wherever applicable, as of March 31, 2011 have been provided for.
 
 4) Previous year fi gures have been given in bracket.
 
 17. Employee Stock Option Plan
 
 In terms of approval of shareholders accorded at the Annual General
 Meeting held on 27th August, 2010 and in accordance with Securities and
 Exchange Board of India (Employee Stock Option Scheme & Employee Stock
 Purchase Scheme) Guidelines, 1999, (SEBI Guidelines) the Company
 formulated CFCL Employees Stock Option Scheme, 2010 (Plan) for
 specifi ed categories of employees and managing director of the
 Company. The Company has constituted a Compensation Committee
 comprising of majority of independent directors to administer the Plan.
 As per the Plan, 4,162,000 Stock Options can be issued to managing
 director and other specifi ed categories of employees of the Company.
 The options are to be granted at market price.  As per SEBI Guidelines,
 the market price is taken as the closing price on the day preceding the
 date of grant of options, on the stock exchange where the trading
 volume is the highest. Each option, upon vesting, shall entitle the
 holder to acquire 1 equity share of Rs.10 . Details of the scheme are
 as under:
 
 Stock Options granted
 
 The weighted average fair value of stock options granted during the
 year was Rs. 27.29. The Black Scholes valuation model has been used for
 computing the weighted average fair value considering the following
 inputs:
 
 The expected volatility was determined based on historical volatility
 data. For calculating volatility, the Company has considered the daily
 volatility of the stock prices of the Company on National Stock
 Exchange over a period prior to the date of grant, corresponding with
 the expected life of the options.
 
 Since the Company used the intrinsic value method, the impact on the
 reported net profit and earnings per share by applying the fair value
 based method
 
 In March 2005 the ICAI has issued a guidance note on Accounting for
 Employees Share Based Payments applicable to employee based share
 plan, the grant date in respect of which falls on or after April1,
 2005. The said guidance note requires the Proforma disclosures of the
 impact of the fair value method of accounting of employee stock
 compensation in the financial statements. Applying the fair value
 based method defi ned in the said guidance note, the impact on the
 reported net profit and earnings per share would be as follows:
 
 In FY 2010-11, CFCL Employees Welfare Trust (Trust) was constituted,
 inter alia, for the purpose of subscribing/ acquiring equity shares of
 Chambal Fertilisers and Chemicals Limited from the Company /Secondary
 market , to hold the shares and to allocate/ transfer these shares to
 eligible employees of the Company from time to time on the terms and
 conditions specifi ed under the Plan. The Board of Directors at its
 meeting held on May 8, 2010 had approved grant of financial assistance
 upto Rs.3,000 lacs by the Company to Trust in such manner and on such
 terms as agreed between the trustee(s) of the Trust and Managing
 Director of the Company for the purpose of subscribing/acquiring shares
 of the Company. The outstanding loan to the trust as at March 31, 2011
 is Rs.677.10 lacs. Trust has purchased 847,002 equity shares of the
 Company from the open market, out of interest free loan provided by the
 Company till March 31, 2011.  18. Excise duty on sales amounting to
 Rs.341.67 lacs (Previous year Rs.189.77 lacs) has been reduced from
 sales in profit & loss account & excise duty on increase/decrease in
 stock amounting to Rs.59.80 lacs (previous year Rs. Nil) has been
 considered as expense in schedule 22 of the financial statements.
 
 j) Shipping activity:
 
 Shipping activities are not capable of being expressed in generic
 units. Hence quantitative details and related information required to
 be given under paragraphs 3 and 4C of part II of Schedule VI of the
 Companies Act, 1956 are not applicable to this business. Further, the
 Ministry of Corporate Affairs, Government of India, has exempted the
 shipping companies from the disclosure of quantitative details in
 respect of financial year ending on or after 31st March, 2011 in
 compliance of paragraphs 4 D (a) (b) (c) & (e) of part II of Schedule
 VI to the Companies Act 1956 as amended, vide Notifi cation dated the
 8th February, 2011.
 
 20.  Previous Year''s figures have been regrouped and/or rearranged
 wherever necessary to confirm to this year''s classifications.
Source : Dion Global Solutions Limited
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