(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
(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
(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
(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.
Miscellaneous expenses (Note 34) include a donation of Rs 7.5 lacs
(Previous Year- Rs Nil) to a Political Party-Assam Pradesh Congress
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
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
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
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
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
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
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
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
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
(b) Outstanding Forward Contracts as on 31st March, 2012 taken to hedge
various foreign currency receivables is Rs 186.99 lacs (Previous Year Rs
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.
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.
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