1. Revaluation of Fixed Assets
a) All fixed asset except computers and furniture & fixtures located at
eleven tea estates and nine factories in the state of Assam have been
revalued by M/s S. R. Batliboi Consultants Pvt. Limited, Registered
Valuer, on 1st April 2009, to Rs. 20,047.00 Lacs resulting in increase
in net book value of assets by Rs. 16,250.00 Lacs which has been
credited to the Revaluation Reserve. Buildings, plant & machinery and
vehicles are revalued at the Net Replacement Value method whereas
freehold land and leasehold land & estate development are revalued at
Plantation Value method. b) Depreciation on revalued asset has been
adjusted with the revaluation reserve to the extent available amounting
to Rs. Nil (Previous Year Rs. 111.63 Lacs).
2. Preferential Issue of Equity Shares and Warrants:
During the year 2007-08, to meet the company''s fund requirement for
expansion including equity participation in overseas subsidiary,
retirement of high cost borrowings and other business purposes the
Company raised Rs. 7,416.23 Lacs by preferential allotment of equity
shares and equity share warrants. Net proceeds have been fully
utilised towards equity participation/other expenses in the overseas
project in Egypt.
3. Foreign Currency Convertible Bonds (FCCB):
a) The erstwhile South Asian Petrochem Ltd (presently Dhunseri
Petrochem & Tea Ltd) had allotted 200 Zero Coupon Unsecured Foreign
Currency Convertible Bonds (FCCBs) of USD 1,00,000 each for an
aggregate amount of USD 2,00,00,000 (i.e., Rs. 7,864.00 Lacs) in the
year 2007-08. After buyback bonds amounting to USD 75,00,000 are
outstanding as on date. The outstanding bonds are redeemable on 23rd
January 2013 at 136.86% of their principal amount. The bond holders
have an option to convert these bonds into equity shares at the reset
price of Rs. 170.10 per share with a fixed rate of exchange on
conversion of Rs. 39.32 (USD 1), subject to certain adjustments. The
Bonds may also be redeemed, in whole but not in part, at the option of
the Company at any time, subject to certain conditions. Also the
company has an option requiring mandatory conversion of all the
outstanding bonds on or after 16th January 2011 and up to 14th January
2013. The company is of the view that the balance outstanding bonds
may not ultimately be redeemed as the same may be converted into equity
shares within the assigned date and hence has not considered the effect
of realignment of the bond value as prescribed in the Accounting
Standard (AS 11) on ''Effects of Changes in Foreign Exchange Rates''
notified in the Companies (Accounting Standards) Rules 2006 and also
not provided for premium on redemption of the said bonds. The future
cash flows if any cannot be determined at this stage.
b) The balance net proceeds of Rs. 2,949.00 Lacs from the issue of the
FCCB, pending utilisation has been included in Cash and Bank Balances.
4. (i) Contingent liability for the Petrochem Division in respect of
show cause notices received from the Custom and Service Tax Departments
amounts to Rs. 166.74 Lacs (Previous Year Rs. 599.43 Lacs) which is
being contested by the company. A part of the demand pertaining to
interest and penalty is not quantifiable and the future cash flows if
any cannot be determined at this stage.
Other contingent liabilities for the Tea Division not provided for in
respect of certain possible obligations which may arise at a later
date, with respect to:
a) obtaining renewal of lease of a tea estate from the Government.
b) a title suit pending in the district civil court over a certain
portion of land. c) claims that may arise in future towards post
employment benefits of certain employees.
Liabilities in respect of the above are not ascertainable at this stage
and the future cash flows on account of the above cannot be determined
unless the judgement/decisions/demand are received from the appropriate
forums.
(ii) Estimated amount of contracts remaining to be executed on capital
account Rs. 22,156.94 Lacs. (Previous Year Rs. 1,019.24 Lacs).
5. Advances recoverable in cash or in kind or for value to be received
under Loans & Advances includes amount due from:
a. Firm in which Director of the company is partner is Rs. 1.49 Lacs
(Previous Year: Rs. 1.25 Lacs). Maximum amount outstanding at any point
of time during the year is Rs. 1.49 Lacs (Previous Year: Rs. 8.10
Lacs).
b. Directors of the company Rs. Nil (Previous Year: Rs. 2.60 Lacs).
Maximum amount outstanding at any point of time during the year is Rs.
2.60 Lacs (Previous Year: Rs. 2.60 Lacs).
c. Private limited company in which Director of the company is director
is Rs. 0.39 Lacs (Previous Year: Rs. 0.75 Lacs). Maximum amount
outstanding at any point of time during the year is Rs. 1.76 Lacs
(Previous Year: Rs. 0.75 Lacs).
d. Subsidiary Company amounting to Rs. 281.88 Lacs (Previous Year Rs.
2,348.40 Lacs). Maximum amount outstanding at any point of time during
the year is Rs. 6,578.41 Lacs (Previous Year: Rs. 2,348.40 Lacs).
6. Deposits with Govt. Authorities and others include Rs. 127.50 Lacs
(Previous Year: Rs. 127.50 Lacs) being deposit for use of office space
with parking, with a private limited company in which Directors of the
Company are interested as Director.
7. A major fire broke out in the raw material store at the Company''s
Haldia plant on 14.03.2011 leading to destruction/damage of certain
fixed assets, spares & raw materials. The impact of all related losses
for fixed assets, raw materials & spares damaged/destroyed due to fire
have been duly accounted for amounting to Rs. 6,462.93 Lacs under
respective heads during the year. The items damaged were adequately
insured so the amount of Rs. 6,462.93 Lacs towards the loss as stated
above has been recognised as income under the head Other Income and
the insurance claim for the same has been submitted to the insurance
company, which is under their active consideration.The Insurance
Policies are in full force. The Company is also having Loss of Profits
(LOP) policy on account of fire to cover the loss suffered during the
period of disruption in the operation of the plant for which claim will
be lodged at a later date.
8. Employee Benefit Obligation
Contribution for Defined Contribution Plan amounting to Rs. 273.65 Lacs
(Previous Year: Rs. 248.97 Lacs) has been recognised as an expense and
included in Schedule 16 Contribution to Provident Fund and Other
Funds in the Profit & Loss Account.
9. Basic and Diluted Earnings Per Share
* After considering 2,33,13,859 Equity Shares of Rs. 10/- each fully
paid up and ranking pari-passu with the existing equity shares to be
issued by the company to the ordinary shareholders of SAPL. #As per
agreement of Zero Percent Unsecured Foreign Currency Convertible Bonds
(FCCB) the bond holders have an option to convert these bonds into
equity shares at a minimum price of Rs. 170.10 per share which has been
taken as fair value for the purpose of calculating Diluted EPS.
10. Disclosure of related parties and related party transactions: Names
of related parties and description of relationship:
A. Subsidiary Company:
1 Egyptian Indian Polyester Company S.A.E.
B. Group Companies:
2 Madhuting Tea Private Limited
3 Naga Dhunseri Group Ltd.
4 Trimplex Investment Private Limited
5 Mint Investments Limited
6 Plenty Valley Intra Limited
7 Dhunseri Investments Ltd (formerly DI Marketing Ltd.)
C. Key Management Personnel
8 Mr. C. K. Dhanuka (Executive Chairman)
9 Mr. M. Dhanuka (Vice Chairman & Executive Director)
10 Mr. B. Chattopadhyay (Executive Director & CEO)
11 Mr. B. K. Biyani (Executive Director, Corporate)
11. a) Foreign Currency Exposures that are not hedged by a derivative
instrument or otherwise is Rs. 45,286.96 Lacs (Previous Year Rs.
31,536.03 Lacs).
b) Outstanding Forward Contracts as on 31st March 2011 taken to hedge
various Foreign Currency Receivables is Rs. 827.82 Lacs (Previous Year
Rs. 4,743.06 Lacs).
12. Lease Obligation
Operating Lease:
The company has taken various office premises under operating lease
having tenures of 11 months/5 years. There is no specific obligation
for renewal of these agreements. Lease rent for the year amounts to Rs.
91.58 Lacs (Previous Year Rs. 72.31 Lacs).
Apart from above the company has taken a motor vehicle on
non-cancelable operating lease and lease rent amounting to Rs. 6.92
Lacs (Previous Year Rs. 6.92 Lacs) has been charged to Profit and Loss
account. The future minimum lease payments as on 31.03.11 are as under:
13. Other Liabilities include Rs. 2,184.03 Lacs (Previous Year: Rs.
3,782.03 Lacs) on account of purchase of 131.95 Lacs (Previous Year:
228.52 Lacs) Equity Shares of South Asian Petrochem Ltd. from certain
group companies (sellers) whereby the purchase consideration is payable
within five years from the purchase date (i.e., 31st March 2008) at the
option of the sellers, either in cash or by converting the
consideration into Equity Shares of the company at a value to be
determined by an independent Chartered Accountant and as per SEBI
Guidelines.
14. Previous Year''s figures have been rearranged/regrouped wherever
necessary. |