1. Termination of Shareholders Agreement
a) The Shareholders agreement dated June 16, 2005 entered into between
the Company, Tube Investments of India Limited (TII) and DBS Bank
Limited, Singapore (DBS) was terminated on April 08, 2010 pursuant to
the purchase of the entire shareholding of DBS in the Company by Tube
Investments of India Ltd., & New Ambadi Estates Private Ltd.,
(constituents of the Murugappa Group). Consequently, the Company ceased
to be a Joint Venture between Murugappa Group and DBS, with effect from
April 08, 2010 and has become a subsidiary of Tube Investments of India
Limited effectve from that date.
b) Consequent to the above, the name of the company and its
subsidiaries have been changed as follows:
i) Cholamandalam DBS Finance Limited changed to Cholamandalam
Investment and Finance Company Limited
ii) DBS Cholamandalam Securities Limited changed to Cholamandalam
Securities Limited
iii) DBS Cholamandalam Distribution Limited changed to Cholamandalam
Distribution Services Limited
2. Premature Redemption of Commercial Paper
Gain / (Loss) on premature redemption of commercial papers is
recognised in the Profit and Loss Account and included under
Miscellaneous Income (2010-11) (Schedule 13(B)) and Other Financing
Expenses (2009-10) (Schedule 14).
3. Other Financial Information
Notes :
1. In recognising the Upfront Income on Bilateral Assignment of
Receivables, the Company has obtained professional opinion confirming
that bilateral assignment of receivables is outside the purview of the
RBI Guidelines on Securitsation of Standard Assets introduced with
effect from February 1, 2006.
2. Upfront income on Bilateral Assignment of Receivables is net of
Provision for Credit Enhancements and Servicing Cost on assets
derecognized Rs.519.32 lakhs (2010 - Rs.2,411.46 lakhs).
3. During the year, the company assigned Consumer Loan Receivables
aggregating to Rs.2,515.34 lakhs (2010 - Rs.23,419.67 lakhs) having a
net book value of Rs.1,243.50 lakhs (2010 - Rs.8,573.95 lakhs) to
Cholamandalam Factoring Limited (subsidiary) on non recourse basis for
Rs.1,095.05 lakhs (2010 - Rs.8,569.22 lakhs), as determined by an
independent agency.
4. Managerial Remuneration
Notes:
i) The appointment and remuneration of the Managing Director is subject
to the approval of the shareholders in the ensuing Annual General
Meeting of the Company.
ii) In computing the Managing Directors Remuneration, perquisites have
been valued in terms of actual expenditure incurred by the company in
providing the benefits except that in case of certain expenses where
the actual amount of expenditure cannot be ascertained with reasonable
accuracy, notional amount as per Income Tax Rules has been considered.
iii) The Managing Directors Remuneration includes an amount of
Rs.21.45 lakhs being the maximum incentive payable for the year.
iv) Actuarial valuation based contribution / provision with respect to
gratuity and provision for compensated absences have not been included
as these are for the Company as a whole.
(d) Based on the above, the total remuneration as stated in 8 (a) and
(b) above are within the maximum permissible limits under the Companies
Act, 1956.
5. Segment Reporting
The Company is primarily engaged in the business of financing. All the
actvities of the Company revolve around the main business. Further, the
Company does not have any separate geographic segments other than
India. As such there are no separate reportable segments as per AS-17
Segmental Reporting.
6. Related Party Disclosures (As per AS-18 Related Party
Disclosures)
List of Related Partes:
- Companies holding Substantial Tube Investments of India Limited
Interest in Voting Power: DBS Bank Limited, Singapore
(upto April 7, 2010)
- Subsidiaries: Cholamandalam Securities Limited
Cholamandalam Distribution
Services Limited
Cholamandalam Factoring Limited
- Fellow Subsidiaries: Cholamandalam MS General
Insurance Company Limited
Cholamandalam MS Risk Services
Limited (w.e.f. May 11, 2010)
- Key Management Person: Mr.N.Srinivasan, Director
(Upto August 18, 2010)
Mr.Vellayan Subbiah, Managing
Director (w.e.f. August 19, 2010)
7. Contingent Liabilities
(a) Counter Guarantees provided to Banks – Rs.78.02 lakhs (2010- Rs.108
lakhs) and Shortall Undertaking provided to the lender of Cholamandalam
Factoring Limited (Subsidiary) – Rs.6,000 lakhs (2010- Rs.7,500 lakhs)
(b) Contested Claims Not Provided for:
Rupees in Lakhs
Particulars As at 31.03.2011 As at 31.03.2010
Income tax and Interest Tax
issues where the company is in
appeal 2,128.67 612.89
Decided in the companys favour
by Appellate Authorities and
for which the Department 105.19 39.64
is in further appeal with
respect to Income Tax
Disputed claims against the company
lodged by various parties under 912.47 895.36
litigation (to the extent
quantifiable)
Note:
The Company is of the opinion that the above demands are not
sustainable and expects to succeed in its appeals / defence.
8. Leases
Assets taken on Non-cancellable operating lease consists of Plant and
Machinery, Furniture and Fixtures and Office Equipments.
9. Employee Stock Option Plan
a) The Board at its meeting held on June 22, 2007, approved an issue of
Stock Options up to a maximum of 5% of the issued Equity Capital of the
Company (before Rights Issue) aggregating to 1,904,162 Equity Shares in
a manner provided in the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 subject to the
approval of the shareholders under Section 81(1A) of the Companies Act,
1956. The Shareholders of the company at the Annual General Meeting
held on July 30, 2007 approved the aforesaid issue of 1,904,162 Equity
Shares of the company under one or more Employee Stock Option
Scheme(s). The Compensation and Nomination Committee has approved the
following grants to a list of senior level executives of the company
and some of its Subsidiaries in accordance with the Stock Option Scheme
-2007:
b) Share application money pending allotment represents application
money received on exercise of 3,652 options on March 31, 2011 which
were subsequently allotted on April 11, 2011.
10. Sharing of Costs
The Company shares certain costs / service charges with other companies
in the Group. These costs have been allocated between the Companies on
a basis mutually agreed to between the Companies, which has been relied
upon by the Auditors.
11. Previous Year Figures
Previous years figures have been regrouped /rearranged, where
necessary to conform to current years presentation.
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