1. Estimated value of Capital Commitments (Net of Advances Rs. 33.82
lacs Previous Year Rs. 17.53 lacs) – Rs. 130.30 lacs (Previous Year Rs.
72.48 lacs).
2.1 Contingent Liabilities not provided for in respect of:
(Rs. in lacs)
Year ended Year ended
31st March, 31st March,
2011 2010
a) Guarantees (excluding since released)
given by the Company on behalf of
bodies corporate Limit 5568.89 6568.89
Amount Outstanding 4746.14 4406.68
b) Guarantees given by Banks on behalf
of the Company 267.64 234.09
c) Cumulative Dividend on Preference
Shares 627.72 549.18
d) Claims against the Company not
acknowledged as debts (to the extent
ascertainable from available records)
i) Income/Agriculture Tax matters
pending in appeal 644.33 47.32
at various stages (other than matters
awaiting quantification by assessing
authorities and/or with favourable
appellate decisions for earlier years,
against which further appeals are pending)
ii) Sales Tax matters under appeal 24.65 14.29
(to the extent ascertained)
iii) Excise matters relating to Fertiliser
operations 86.60 86.60
iv) Claims for interest and other
suppliers etc. -- 5541.93
contested/under negotiation pending
finalisation of the matters (since
settled in terms of scheme sanctioned
by BIFR on 29/09/11 (Refer Note 7))
v) In respect of other matters under Not Not
litigation (including
workmen claims) ascertainable ascertainable
pending at different stages
In respect of Fertiliser Division
e) A show cause notice issued in 1986
in respect of tobacco division taken
up for haearing by the Not Not
adjudicator. The management is ascertainable ascertainable
of the view that in accordance
with the Scheme of Arrangement
approved by Calcutta High Court,
liabilities relating to Excise
stood vested from 1st April, 1984
to New Tobacco Company Ltd.
(NTC) pursuant to transfer of
tobacco business to the said NTC
effective that date.
2.2 During the period from 9th August, 2000 to 16th September, 2001,
Kanpur Electric Supply Co. Ltd (KESCO) levied a surcharge for
maintaining independent feeder for the fertiliser plant of the Company
and a claim of Rs. 2463.22 lacs for the said period was made against
the Company. Being aggrieved by the said claim, the Company filed a
writ petition before the Hon''ble Allahabad High Court in the month of
February 2002 and the matter is sub-judice. The scheme sanctioned by
BIFR as given in note 7 envisages waiver of such claim and will be
given effect to on implementation thereof.
3. (a) The Company had issued in November, 1996, Floating Rates
Convertible Notes (FRCN) aggregating to Swiss Francs 50 million to
foreign investors with a maturity period of seven years.
The FRCN holders exercised their put option in the year 2001 and
proceedings for the recovery of the outstanding amount of principal and
interest along with additional interest, etc. are pending before the
Hon''ble High Court at Calcutta (High Court). In terms of the consent
given by the parties in the scheme sanctioned by the Hon''ble BIFR
(refer Note 7) 25% of the principal amount as crystallized by the High
Court will become payable to FRCN holders in full and final settlement
of their entire outstanding amount.
(b) In view of the above, no further accruals including interest and
loss on account of exchange fluctuation have been considered necessary,
since as given in Note 7(d) consequential adjustments in this respect
will be given effect to on implementation of the scheme.
(c) Exchange gain of Rs. 1232.61 lacs recognized in earlier years has
been regrouped from expenses to exceptional items for making it
comparable with current year figures.
4. In terms of the Scheme of Arrangement submitted before the Hon''ble
High Court at Calcutta, the Tea Undertaking of the Company comprising
of the tea business and certain investments, loans and advances, etc.
were proposed to be transferred to and vested in Shubh Shanti Services
Limited on a going concern basis with effect from 1st April, 2001. The
Scheme was approved by the shareholders of the Company in the General
Meeting held on 25th January, 2002 and Petition in this respect is
pending for the approval of the Hon''ble High Court. In view of the
current Scheme of Arrangement for de-merger of the Fertilizer
Undertaking sanctioned by BIFR as per note 7, the Petition pending
before the Hon''ble High Court at Calcutta has become infractus and
necessary steps for withdrawing the same will be taken on
implementation of the scheme sanctioned by BIFR.
4.1 Sundry Creditors include :
– Rs. 276.12 lacs (Previous Year Rs. 404.71 lacs) outstanding in
respect of Fixed Assets [Original Cost Rs. 555.16 lacs (Previous Year
Rs. 555.16 lacs)] including interest thereon, purchased in terms of
Hire Purchase Agreements.
– Rs. 2035.45 lacs (Previous Year Rs. 2342.14 lacs) being advances
received against the sale of tea.
– Rs. 23.75 lacs (Previous Year Rs. 22.92 lacs) in respect of amounts
advanced by group/associate companies on current account.
4.2 The Company is in the process of identifying the suppliers who are
covered under The Micro Small and Medium Enterprises Development Act,
2006. Due to non availability of data, especially relating to
Fertilizer division of the Company as given in Note 9 below the details
required as such could not be compiled/ furnished.
5. (a) The Company is a sick industrial company under the provisions
of the Sick Industrial
Companies (Special Provisions) Act, 1985 (SICA). The rehabilitation
Scheme (the scheme) formulated for revival of the Company has since
been sanctioned by the Board for Industrial and Financial
Reconstruction (BIFR) in the hearing held on 29th September, 2011.
Necessary order in this respect alongwith the modifications in the
Draft Rehabilitation Scheme (DRS) as circulated is awaited. Pending
this and implementation of rehabilitation measures in terms of the
scheme, these accounts have been prepared on a going concern basis.
(b) The scheme as mentioned herein above in Para 7(a) among various
rehabilitation measures envisages (a) de-merger of fertilizer
undertaking with effect from 1st October, 2010 alongwith related assets
and liabilities as specified therein to Kanpur Fertilizers & Cement
Limited (KFCL), a company owned by Jaypee Uttar Bharat Vikas Private
Limited, a Joint Venture Company (JV Co.) promoted by Jaypee
Fertilizers & Industries Ltd and ISG Traders Ltd, a group company of
the promoters of the company, for participating in the revival and
rehabilitation of fertilizer undertaking of the Company (b) reduction
of equity and preference share capital of the company and consolidation
of the shareholding of the respective shareholders (c) infusion of
fresh funds by promoters and conversion of existing loan from promoters
into equity (d) One time settlement (OTS) of secured loans from
Institutions, banks and others (e) settlement of the amounts payable in
respect of unsecured loan including FRCN and fixed deposit etc. and
statutory and other liabilities and restructuring of repayment terms
thereof (f) waiver of interest including penal, liquidated damages,
additional interest and other claims in respect of secured, unsecured,
statutory and other loans and liabilities of the company.
(c) Consequent to the proposed de-merger of fertilizer division to KFCL
with effect from 1st October 2010 as given above, the operations of the
said division with effect from said date has been undertaken on behalf
of KFCL. However pending implementation of the scheme the expenses and
income pertaining to the said division remain accounted under the
respective heads of the accounts.
(d) The impact with respect to the above including the write back,
provisions arising in this respect will be determined and given effect
to on the Scheme being implemented in terms thereof after receipt of
the order from BIFR and vacation of the restrain orders for
transferring fixed assets pending before the various Courts pursuant to
litigations initiated in respect of claims by certain parties.
6 (a) Loans, Debentures from Financial Institutions and Banks and non
fund based facilities, save and except otherwise stated, against
specific balances under secured loans are secured/to be secured by a
pari passu first charge on the fixed and current assets of the Company.
These loans and facilities are further secured by the personal
guarantee of a director and the pledge of the unencumbered equity
shares held by the promoters in the Company. Additional Working Capital
Facility of Rs. 3221 lacs provided by the banks included under Cash
Credit for Fertiliser Division are additionally secured by way of
pledge of 16908280 equity shares of Andhra Cements Ltd. and equity
shares of NRC Ltd. held by the group companies.
(b) The above will undergo change on giving effect to the terms of the
settlement with the lenders as per the scheme sanctioned by BIFR and
implementation thereof as given in Note 7.
7. (a) Operation in fertilizer division remain suspended since October
2005. The balances of various assets and liabilities, income and
expenses including depreciation on fixed assets and details and
disclosures including for contingent liabilities given in these
accounts have been continued to be either taken as appearing in the
accounts for the year ended 31st March, 2006 or based on balances as on
that date outside the financial system on the basis of and to the
extent information and details were then available. The computer system
(SAP) even though has been made operational during the year, the
various balances will be incorporated in SAP on de-merger of fertilizer
undertaking as per the scheme as given in Note 7.
(b) In view of the above, various debit and credit balances including
with respect to advances, liabilities for employees and others,
debtors, bank balances etc. with respect to balances lying unmoved from
earlier years is pending reconciliation and adjustment.
8. Consequent to the suspension of operations at the fertiliser
plant, the Company faced severe liquidity crisis. As a result, the
Company was not able to make the payment of interest and the principal
amount of the fixed deposits on due dates. In terms of the scheme
sanctioned by BIFR, the dues of the fixed deposit holders shall be
settled at 85% of the principal amount of the fixed deposits and repaid
within 180 days of sanction of the scheme as per Note 7 in full and
final settlement of entire outstanding in this respect.
9. In terms of the scheme sanctioned by Hon''ble BIFR as per Note 7,
penal interest and damages as payable on late/non payment of PF dues
have been waived and the necessary directions has been issued to
consider payment of Provident Fund, Family Pension Fund including
Employees Pension Scheme 1995 (EPS-95), EDLI, administrative/inspection
charges, at statutory rate of interest after moratorium of one year in
36 monthly installments. The matter will accordingly be pursued with
the relevant authorities for necessary approval etc. on receipt of BIFR
order.
10. (a) The Company has arrived at a settlement pursuant to the
Memorandum of Understanding (MOU) on 6th June, 2010 with the workmen of
the fertilizer division and with majority of other supervisory and
other employees who are not covered under MOU dated 6th June, 2010.
Liability towards employees related expenses including gratuity,
pension and other retirement benefits pertaining to the fertilizer
undertaking till 30th September, 2010 i.e. till the date of de-merger
of the fertilizer undertaking to KFCL have been recognized.
Consequently Rs. 3106.80 lacs has been provided and shown as
exceptional items in these accounts.
(b) Pending demerger of fertilizer undertaking in terms of the scheme
sanctioned by BIFR as per Note 7, no provision for such expenses
amounting to Rs.179.62 lacs for the period from 1st October 2010 to
31st March 2011 has been made in these accounts.
11. The Company has filed a Writ Petition before the Hon''ble High
Court at Calcutta challenging the applicability of Section 274(1) (g)
of the Companies Act, 1956 and a stay has been granted by the High
Court on this matter. Consequently, as per the legal opinion received,
provisions for the disqualification of directors in terms of the said
Section are not applicable to the Directors of the Company.
12. Pursuant to the Jute Packaging Material (Compulsory use in Packing
Commodities) Act, 1987, the Company is liable to compensate in the
event of lower use of jute bags for urea packing to the extent
prescribed therein. The Supreme Court has upheld the validity of the
said Act. However, no demand has been received in this respect.
13. Fixed Assets comprising Land, Buildings, Plant and Machinery,
Vehicles, Furniture and Fixtures, etc. were revalued for Tea Division
on 31st March, 1994 and 1st January 1999. The assets for the
Fertiliser Division were revalued on 31st March, 2001. The revaluation
was carried out by approved valuers on market value/replacement cost
basis. Consequent to the above, the increase in the value of Fixed
Assets aggregating to Rs. 56596.64 lacs was credited to Revaluation
Reserve in the respective years of revaluation.
14. Recoverable amount of fixed assets of the Company was estimated
considering Tea and Fertiliser Divisions as two separate Cash
Generating Units (CGUs), on the basis of valuation of these assets as
at 1st April, 2006 by independent valuers and impairment loss of Rs.
28260 lacs was determined in the said year of which Rs. 23986 lacs was
adjusted against revaluation reserve. In absence of any indication for
significant variation in the amount of impairment so recognized in the
earlier years, no further adjustment in this respect has been
considered necessary.
15. In keeping with the applicable accounting policy (Note 1.12
above), year-end Stock of Stores and Spares Parts include unamortised
value of catalysts to the extent of Rs. 252.02 lacs (Previous Year Rs.
252.02 lacs).
15.1 The Deed of Conveyance in respect of Land and Buildings at
Vijayawada purchased in March, 1986 at Rs. 40 lacs is yet to be
executed. This property is however under the Company''s possession. The
Vendor of the said property has executed an irrevocable power of
attorney in favour of the Company and thereby, the Company has entered
into agreement for sale of the said property with a third party in
earlier years. The title in respect of the said property has however
been disputed by another party in a proceeding before the Hon''ble High
Court at Calcutta and the matter is pending for adjudication.
15.2 The Company has acquired in earlier years, land for tea
plantations measuring 5744 acres in the State of West Bengal. Lease
documents in respect of 2586 acres of such land are yet to be executed.
15.3 The Company surrendered 6085.69 acres of land in earlier years
under the West Bengal Estates Acquisition Act, 1954, Assam Fixation of
Ceiling on Land Holding Act, 1956 and Kerala Land Reforms (Amendment)
Act, 1969. Necessary adjustment in respect of compensation will be made
in the accounts as and when determined. Further, requisite statutory
returns have been filed by the Company with the appropriate authorities
for exemption of other land holdings from the related ceiling limits.
15.4 In respect of levy of salami by the Government of West Bengal on
renewal of lease of tea estates in certain circumstances and pursuant
to the decision of Hon''ble High Court at Calcutta in a similar matter,
the Company has preferred an appeal against the said imposition before
the appropriate authority. Accordingly, pending finalization of the
matter, Rs. 811.67 lacs (Previous year Rs. 811.67 lacs) has not been
provided for in this respect which would be payable in equal annual
installments over the lease period i.e. 30 years. However, this is not
likely to have revenue impact, since the same will be capitalized to
the cost of land as and when paid by the Company.
16. (a) The Company has investments of Rs. 8161.23 lacs (net of
provision) in ISG Traders Limited (ISG) which in-turn has investments
forming part of group''s controlling interest in certain companies.
(b) Loans and Advances include Rs. 1685 lacs (Previous Year Rs. 1685
lacs) given to Andhra Cements Limited (ACL) as interest free loans in
terms of the Scheme of Rehabilitation of ACL. In terms of the
stipulation provided by the lenders, the said amount is repayable in
terms of the loan granted by them to ACL.
(c) Considering the said investments and loans to be of long term and
strategic in nature, revenue recognition with respect to shortfall in
the value thereof has not been considered necessary.
17. Loans and advances include Rs. 1577.61 lacs (previous year Rs.
1380.48) outstanding from Santipara Tea Company Ltd. (STCL) out of
which Rs. 853.79 lacs will be converted into equity. Pending outcome of
the steps for restructuring, recovery, provision of Rs. 853.79 lacs
made in earlier years has been considered to be adequate and continued
in these accounts.
18. (a) The disclosures required under Accounting Standard 15
Employee Benefits notified in the Companies (Accounting Standards)
Rules 2006 in respect of tea division, the details of fertilizer
division not being available, are given below :
Defined Benefit Scheme
The employee''s gratuity, superannuation and provident fund (other than
those covered and contributed under Employee''s Provident Fund
Organization) Scheme are defined benefit plans. The present value of
obligations are determined based on actuarial valuation using the
Projected Unit Credit Method, which recognizes each period of service
as giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation. The
obligation for Leave Encashment is recognized in the same manner as
gratuity.
19. Certain debit and credit balances including advances, debtors,
creditors, are subject to reconciliation and confirmation. Necessary
adjustments will be carried out on ascertainment of amounts thereof.
20. Advances recoverable in cash or in kind or for value to be
received include interest free advances (being housing loans, vehicle
loans, furniture loans, advances against medical expenses, festival
advances, etc.) to various workers and staff, which are recoverable
from their remuneration as per the repayment schedule in terms of the
relevant scheme/ specific approvals except in case of Fertiliser
Division where recovery will commence on payment of the past dues in
terms of the MOU/Understandings after de-merger of the Fertiliser
Undertaking – Rs. 155. 71 lacs (Previous Year Rs 140.11 lacs).
21. The Company''s Infotech Division and its related wholly owned
subsidiary have ceased their operations. Necessary application dealing
with related obligation etc. are being made and adjustments, if any,
will be carried out as and when ascertained.
22. In accordance with Accounting Standard 22 Accounting for taxes on
Income, the company has accounted for deferred tax. The company has
significant amount of carried forward losses and depreciation under the
Income Tax Act, 1961. However, as a matter of prudence deferred tax
asset has been recognised to the extent of deferred tax liability.
22.1 Related Party disclosures pursuant to Accounting Standard – 18.
List of Related Parties with whom the Company had transaction :
(a) Subsidiaries
Dail Consultants Ltd. (DCL), North India Fertiliser Ltd. (NIFL), Leyden
Leasing and Financial Services Ltd. (LLFSL), and Pentonville Software
Ltd. (PSL)
(b) Associate/Group Company
ISG Traders Ltd. (ISG)
(c) Key Management Personnel
Mr. A. K. Goel, Wholetime Director, and Mr. S. P. Gupta, Executive
Director
22.1 Prior period expenses/adjustments include service charges Rs. 2.19
lacs (Previous Year Rs. 3.51 lacs) and others Rs. nil lacs (Previous
Year Rs. 7.11 lacs).
22.2 In respect of Fertiliser Division certain expenses including
stores consumed etc. have not been classified functionally and remain
charged to primary heads of accounts.
23.0 Remuneration amounting to Rs. 491.51 lacs (including Rs. 98.70
lacs for the year) paid to the current Wholetime/Executive Directors
and ex-wholetime directors/ex-Managing Director are pending approval of
Central Government.
23.1 Sundry Income include sale of tea waste Rs. 10.21 (Previous Year
Rs. 17.50 lacs).
24. Previous year''s figures wherever necessary have been
re-arranged/re-grouped/ reclassified.
Signatures to Schedule 1 to 12 forming part of the Balance Sheet and
Profit and Loss Account. |