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.
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