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Dhunseri Petrochem & Tea
BSE: 523736|NSE: DPTL|ISIN: INE477B01010|SECTOR: Plantations - Tea & Coffee
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« Mar 11
Notes to Accounts Year End : Mar '12
(a) The Company has one class of equity share having a par value of Rs
 10 each. Each shareholder is eligible for one vote per share held. The
 dividend proposed by the Board of Directors is subject to the approval
 of the shareholders in the ensuing Annual General Meeting except in the
 case of interim dividend. In the event of liquidation the equity
 shareholders are eligible and receive the remaining assets of the
 Company after distribution of all preferential amounts, in proportion
 to their shareholding.
 
 (b) Terms of securities/other liabilities convertible into equity
 shares : Refer Notes 39 and 54.
 
 (c) Shares allotted as fully paid pursuant to contracts without payment
 being received in cash (during five years immediately preceding 31st
 March, 2012).
 
 (i) During the year 2010-11- 23,313,859 Equity Shares of Rs 10/- each
 were issued as fully paid up, issued pursuant to the scheme of
 arrangement without payment being received in cash.
 
 (ii) During the year 2008-09- 4,727,095 Equity Shares of Rs 10/- each
 were issued as fully paid up, issued pursuant to the scheme of
 amalgamation without payment being received in cash.
 
 Nature of Security
 
 (a) Loans Repayable on demand from Banks
 
 (i) Amounting to Rs 15514.57 lacs (Previous Year Rs 14562.92 lacs):
 
 First charge by way of hypothecation ranking pari-passu over all present
 and future inventories, consumables, stores and spares, book-debts and
 all other movables of petrochem division.
 
 Secured/ to be secured by joint mortgage on pari-passu second charge
 basis on all the immovable properties of the existing and new PET plant
 situated at Mouza Basudevpur, JLNo. 126, PS Durgachak & Mouza
 Paranchak, JL No. 145, PS Bhabanipur, Haldia, West Bengal together with
 all the buildings and structures thereon including fixed plant and
 machinery and fixtures and fittings permanently fastened to the earth
 or fastened to anything attached to the earth.
 
 Secured by personal guarantee of two of the Promoter Directors of the
 Company.
 
 (ii) Amounting toRs 2510.30 lacs (Previous YearRs 87.17 lacs):
 
 Secured by a first hypothecation charge on the current assets of the
 Company''s tea division namely, stocks of raw materials, stock-
 in-process, semi finished and finished goods, stores and spares not
 relating to plant and machinery, bills receivable, book debts and all
 other movables, both present and future wherever situated and equitable
 mortgage over the immovable properties by deposit of title deeds of tea
 estates and personal guarantee of the promoter director of the Company
 and to be secured by second pari-passu charge on the immovable property
 of the Company viz. Land being no. IT15A within notified SEZ in JL No.
 35 in Mouza Gangapur at KITP Basanti Highway, within the jurisdiction
 of Kolkata Leather Complex police station.
 
 (a) Quality Upgraded subsidy amounting to Rs 54.99 lacs (Previous Year:
 Rs 14.40 lacs) received during the year under Tea Board Quality
 Upgrade ration & Product Diversification has been adjusted against the
 cost of the respective assets.
 
 (b) The Assam Government has acquired in total 793.05 hectares of land
 under the Assam Fixation of Ceiling on Land Holdings Act, 1956 and
 PW.D. has acquired 4 hectares of land for construction of public road.
 Pending the receipt/finalization of compensation money from the
 authorities in respect of the above acquisition, no adjustment in this
 regard has been made in these accounts.
 
 (c) Disposal column includes Gross Block and Accumulated Depreciation
 of assets written off worth Rs 4.04 lacs (Previous Year Rs 1.81 lacs) & Rs
 3.02 lacs (Previous Year Rs 1.49 lacs) respectively.
 
 (d) Gross Block-Addition and Depreciation -Disposal column includes Rs
 484.25 lacs and Rs 195.13 lacs respectively on account of assets
 reinstated/restored subsequent to Fire at Haldia Plant on 14.03.2011.
 
 (e) Other adjustments column includes adjustments on account of
 exchange difference Rs 859.39 lacs (Previous Year - Rs Nil) (Refer Note-
 38) and borrowing cost Rs Nil (Previous Year - Rs 361.71 lacs).
 
 Note 1 CONTINGENT LIABILITIES
 
 (a) Claims against the Company 
     not acknowledged as debts
 
 (i) Customs Demand - matter 
     under dispute                           148.61        148.61
 
 (ii) Service Tax Demand - matter 
      under dispute                           18.13         18.13
 
 (iii) Income Tax-matter under 
       dispute                                82.77           -
       It is not practicable for
       the Company to estimate the 
       timings of cash outflows,
 
 if any, in respect of the above pending resolution of the respective
 proceedings.
 
 (b) The Company does not expect any reimbursements in respect of the
 above contingent liabilities.
 
 Note 2 INSURANCE CLAIM
 
 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 & packing materials. The items
 damaged being insured, insurance claims were filed by the Company. The
 impact of all related losses for fixed assets, spares, raw materials
 and packing materials damaged/destroyed due to fire had been duly
 accounted for and an equivalent amount of Rs 6462.93 lacs (Rs 5157.66
 lacs and Rs 1305.27 lacs on account of raw materials & packing materials
 and fixed assets & spares respectively) recognized as insurance claim
 receivables during the year 2010-11. During the current year upon
 settlement of claim pertaining to raw material and packing material by
 the insurance company, the Company has received Rs 3626.69 lacs
 (including reimbursement of expenses of Rs 23.82 lacs) from the
 insurance company and recovered Rs 532.91 lacs (net of tax) through
 disposal of salvage materials and the balance amount of related claim
 receivable being Rs 1023.92 lacs has been written off in these financial
 statements (Refer Note-34) under the head Other expenses.  Claims on
 account of destruction / damage of fixed assets & spares are yet to be
 settled by the insurance Company and the related claim amounting to Rs
 982.08 lacs (net of salvage value and value of assets reinstated in
 books on restoration of certain assets-Rs  323.19 lacs) included in
 Insurance Claim Receivable (Refer note - 23) is outstanding at the
 year end. Further the Company has also lodged claims for loss of
 profits on account of loss suffered during the period of disruption in
 the operation of the plant due to fire which is pending settlement and
 has not been accounted for on prudent basis.
 
 Note 3
 
 Miscellaneous expenses (Note 34) include a donation of Rs 7.5 lacs
 (Previous Year- Rs Nil) to a Political Party-Assam Pradesh Congress
 Committee.
 
 Note 4 REVALUATION OF FIXED ASSETS
 
 All fixed asset other than Computers and Furniture & Fixtures located
 at eleven tea estates and nine factories in the state of Assam had been
 revalued by M/s S. R. Balboa Consultants Pvt. Limited, Registered
 Valuer, on 1st April, 2009, to Rs 20047.00 lacs resulting in increase in
 net book value of assets by Rs 16250.00 lacs which had been credited to
 the Revaluation Reserve. The Revaluation Reserve has been fully
 adjusted in earlier years.
 
 Buildings, Plant & Machinery and Vehicles were revalued at the Net
 Replacement Value method whereas freehold land and leasehold land &
 estate development were revalued at Plantation Value method.
 
 Note 5 CHANGE IN ACCOUNTING POLICY
 
 The Company has exercised the option as set out in paragraph 46A of the
 Accounting Standard 11 on the effects of Changes in Foreign Exchange
 Rates, pursuant to the Notification dated 29th December 2011
 .Accordingly, during the current financial year
 exchange differences arising on restatement of long term foreign
 currency loans obtained for the purpose of acquisition of depreciable
 capital assets, which were hitherto being recognized in the Statement
 of Profit and Loss, has been adjusted in the cost of depreciable
 assets, which would be depreciated over the balance lives of the
 assets.
 
 Had the Company continued to follow the earlier accounting policy, the
 net foreign exchange loss recognized in the Statement of Profit and
 Loss would have been higher by Rs 3,785.03 lacs with corresponding
 decrease in net profit for the year and fixed assets would have been
 lower to the same extent.
 
 Note 6 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB)
 
 (a) The erstwhile South Asian Petrochem Limited (presently Dhunseri
 Petrochem & Tea Ltd) had allotted 200 Zero Coupon Unsecured Foreign
 Currency Convertible Bonds (FCCBs) of US $ 1,00,000 each for an
 aggregate amount of US $ 20,000,000 (i.e., Rs 7864.00 lacs) in the year
 2007-08. After buyback bonds amounting to US $ 7,500,000 are
 outstanding as on date. The outstanding bonds are redeemable on January
 23, 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 (US$ 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
 January 16, 2011 and up to January 14, 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) Unutilized proceeds of Rs 2949.00 lacs lying as on 31.03.2011 in the
 form of Fixed Deposits have been fully utilized towards equity
 participation in the overseas project in Egypt.
 
 Note 7 LOANS AND ADVANCES
 
 Loans and advances to related parties under Short term loans and
 advances (Note 22) includes amount due from-
 
 (i) Private Limited Company in which Director of the Company is a
 director - Rs 0.10 lacs (Previous Year Rs 0.39 lacs).
 
 (ii) Subsidiary Company amounting to Rs 363.33 lacs (Previous Year Rs
 24.44 lacs).
 
 Advance to Suppliers/Service Providers under Short term loans and
 advances (Note 22) includes amount due from- (i) Firm in which
 Director of the Company is partner- Rs 0.55 lacs (Previous Year Rs 1.49
 lacs).
 
 Security Deposits under Long-term loans and advances (Note 16)
 includes amount due from
 
 (i) A Limited Company in which Directors of the Company are interested
 as Director - Rs 127.50 lacs (Previous Year Rs 127.50 lacs) being deposit
 for use of office space with parking.
 
 Note 8 BTEMPLOYEE BENEFIT OBLIGATION
 
 Contribution for Defined Contribution Plan comprising Rs 6.72 lacs
 (Previous Year Rs 6.22 lacs) on account of the Company''s contribution to
 Super annotation fund and Rs 306.57 lacs (Previous Year: Rs 263.19 lacs)
 on account of the Company''s contribution to Provident funds has been
 recognized as an expense and included in Note 31- Employee benefits
 expense under the head Contribution to provident and other funds in
 the Statement of Profit and Loss.
 
 (g) Contribution expected to pe paid to the plan during the period
 2012-13 is Rs 132.19 lacs.
 
 The estimates of future salary increases considered in the actuarial
 valuation takes into account factors like inflation, seniority,
 promotion and other relevant factors. The expected return on plan
 assets is determined after taking into consideration composition of the
 plan assets held, assessed risk, historical results on plan assets, the
 Company''s policy for plan asset management and other relevant
 factors.
 
 Note 9 SEGMENT REPORTING
 
 The Company has considered business segment as the primary segment for
 disclosure. The components of these business segments are Polyester
 Chips and Tea.
 
 The segment wise revenue, assets and liabilities relate to the
 respective amounts directly identifiable with each of the
 segments. There is no inter-segment revenue.
 
 The geographical segments considered for disclosure as secondary
 segment is , based on location of customers.
 
 # 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 Rs170.10 per share
 which has been taken as fair value for the purpose of calculating
 Diluted EPS.
 
 Note SET DISCLOSURE OF RELATED PARTIES AND RELATED PARTY TRANSACTIONS
 IN KEEPING WITH ACCOUNTING STANDARD 18: Names of related parties and
 description of relationship:
 
 A.  Subsidiary Companies:
 
 1.  Egyptian Indian Polyester Company S.A.E.
 
 2.  Dowamara Tea Company Pvt. Ltd. (acquired during the year ended
 31.03.2012)
 
 3.  Dhunseri Petrochem &Tea Pte Ltd. (formerly Dhunseri Holding
 (Singapore) Pte Ltd.) (set up during the year ended 31.03.2012)
 
 B.  Group Companies: (i.e Companies in which Key Management Personnel
 is able to exercise significant influence)
 
 4.  Madhuting Tea Private Ltd.
 
 5.  Naga Dhunseri Group Ltd.
 
 6.  Trimplex Investments Ltd.(formerly Trimplex Investments Private
 Ltd.)
 
 7.  Mint Investments Ltd.
 
 8.  Plenty Valley Intra Ltd.
 
 9.  Dhunseri Investments Ltd.
 
 C.  Key Management Personnel
 
 10.  Mr. C. K. Dhanuka. ( Executive Chairman)
 
 11.  Mr. M. Dhanuka (Vice Chairman and Executive Director)
 
 12.  Mr. B. Chattopadhyay (Executive Director and Chief Executive
 Officer)
 
 13.  Mr. B. K. Biyani (Executive Director, Corporate)
 
 Note  FOREX EXPOSURE
 
 (a) Foreign Currency Exposures that are not hedged by a derivative
 instrument or otherwise is Rs 74468.17 lacs (Previous Year Rs 45286.96
 lacs).
 
 (b) Outstanding Forward Contracts as on 31st March, 2012 taken to hedge
 various foreign currency receivables is Rs 186.99 lacs (Previous Year Rs
 827.82 lacs).
 
 Note  10 LEASE OBLIGATION Operating Lease:
 
 The Company has taken various office premises under operating lease
 having tenures of 11 months / 9 years. There is no specific obligation
 for renewal of these agreements. Lease rent for the year amounts to Rs
 121.99 lacs (Previous Year Rs 91.58 lacs).
 
 Apart from above the Company has taken a motor vehicle on
 non-cancellable operating lease and lease rent amounting to Rs 6.42 lacs
 (Previous Year Rs 6.92 lacs) has been charged in the Statement of Profit
 and Loss. The future minimum lease payments not later than one year as
 on 31.03.12 is Rs Nil (Previous Year-Rs 5.76 lacs)
 
 Note 11 LIABILITY AGAINST PURCHASE OF SHARES
 
 Other Long-term liabilities (Note-6) and other Current liabilities
 (Note 10) includes Rs Nil (Previous Year Rs 2184.02 lacs) and Rs 1284.03
 lacs (Previous Year Rs Nil) respectively which is on account of purchase
 of 77.58 lacs (Previous Year: 131.95 lacs) Equity Shares of erstwhile
 South Asian Petrochem Limited, 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.
 
 Note 12
 
 The Company has invested an amount of Rs 15662.06 lacs byway of equity
 contribution up to 31st March 2012, towards PET Resin manufacturing
 project in its subsidiary company Egyptian Indian Polyester Company,
 S.A.E. (EIPET). During the year, EIPET has also taken loans from
 various lenders to fund the project. As the sponsor shareholder having
 majority stake in EIPET, the Company has given an undertaking to the
 lenders that in the event of the failure of EIPET to make any term loan
 repayment on due date and triggering of Market Redirection Event as
 specified in the agreement, which according to the Company are within
 its control, the Company will be required to pay to the lenders the
 amounts due by EIPET subject to a specified limit. Based on the
 information available with the Company, the loan amount outstanding in
 EIPET books as on 31st March 2012 amounts to USD 378.52 lacs
 [Equivalent rupee amount Rs 19363.67 lacs, (Previous Year Rs Nil)], which
 is not due for payment.
 
 Note 13
 
 Till the year ended 31 st March 2011 ,the Company was using pre-revised
 Schedule VI to the Companies Act 1956, for preparation of and
 presentation of its financial statement. During the year ended 31st
 March 2012,the revised Schedule VI notified under the Companies Act
 1956, has become applicable to the Company. The Company has
 reclassified previous year''s figures to conform to this years''
 classification in line with the revised Schedule VI to the Companies
 Act,1956.
Source : Dion Global Solutions Limited
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