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Essar Ports
BSE: 500630|NSE: ESSARPORTS|ISIN: INE282A01024|SECTOR: Infrastructure - General
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« Mar 11
Notes to Accounts Year End : Mar '12
1.  COMPANY PROFILE
 
 Essar Ports Limited (EPL / Company) develops and operates ports and
 terminals and is one of the largest private sector port company in
 India. EPL is India''s second-largest, private-sector port and terminal
 company by capacity and throughput.
 
 EPL is part of the multinational Essar Group, and holds the Group''s
 entire ports business. It is listed on the BSE Limited and the National
 Stock Exchange of India Limited (NSE).  The Company, which was
 previously named Essar Shipping Ports & Logistics Limited (ESPLL),
 recently went through a demerger process, following which the shipping,
 logistics and Oilfield drilling businesses were demerged from ESPLL and
 transferred to another company, Essar Shipping Limited, which is also
 listed on Indian stock exchanges.
 
 EPL through its subsidiaries develops and operates ports and terminals
 for handling liquid, dry bulk, break bulk and general cargo, with an
 existing aggregate capacity of 88 MTPA across two facilities located at
 Vadinar and Hazira in the State of Gujarat on the west coast of India.
 
 The facilities at Vadinar and Hazira are used primarily by affliated
 customers for the receipt of raw materials such as crude oil, iron ore
 / pellets, limestone, dolomite and coal, and for the dispatch of
 fnished goods such as petroleum products and steel products.
 
 EPL is in the process of increasing its aggregate ports capacity to 158
 MTPA with expansion projects at Vadinar and Hazira, a new port at
 Salaya in Gujarat, and two terminals at Paradip in the State of Odisha
 on the east coast of India.  The ports expansion projects have been
 undertaken, in part, to accommodate the increase in traffic expected to
 arise from plant expansions planned to be carried out by the Company''s
 affliated customers, and in part to support the increase in business
 from non-affliated customers being targeted by the Company.
 
 2 LONG TERM BORROWINGS
 
 i) Secured rupee term loan from financial institution carries interest @
 (base rate - 3.75%) per annum (as at March 31, 2012 - 13.75% p.a.) and
 is repayable in 12 monthly instalments of Rs. 1,666.67 lakhs each.
 Repayment starts from July 31, 2013. The loan is secured against
 movable fixed assets and all the cash flows including dividend and
 receivables of the Company.
 
 ii) Foreign Currency Convertible Bonds carries interest @ 5% per annum
 payable semi annually. The bonds are convertible into equity shares of
 the Company, any time upto the date of maturity at the option of the
 bond holders at conversion price of Rs. 91.70 per share at a
 predetermined exchange rate of Rs. 46.94 per USD. The bonds if not
 converted till the maturity date will be redeemed at par.
 
 iii) Unsecured rupee term loan from financial institutions carry
 interest rate of 13% per annum, repayable on April 1, 2012.  Essar
 Shipping & Logistics Limited has given corporate guarantee of Rs.
 30,000 lakhs.
 
 iv) Unsecured rupee term loan of previous year from banks carry
 interest @ (base rate - 3.75%) per annum, repaid on July 1, 2011.
 
 3 COMPOSITE SCHEME OF ARRANGEMENT
 
 The Hon''ble High Court of Gujarat at Ahmedabad vide order dated March
 1, 2011 approved the Composite Scheme of Arrangement (Scheme) between
 Essar Shipping Ports & Logistics Limited (ESPLL), Essar Ports &
 Terminals Limited (EPTL) Mauritius, Essar International Limited (EIL)
 Mauritius and Essar Shipping Limited (ESL).
 
 The Scheme provided for the merger of EPTL and EIL with ESPLL and the
 demerger of the Shipping & Logistics Business and the Oilfields Services
 Business into ESL.
 
 Pursuant to the Scheme, all the assets and liabilities pertaining to
 the Shipping & Logistics Business and the Oilfields Services Business
 stood transferred to and became vested in ESL at the book values
 (ignoring revaluation) as appearing in the books of account of ESPLL
 with effect from October 1, 2010 being the Demerger Appointed Date,
 which are based on financial statements as on September 30, 2010.
 
 Foreign Currency Convertible Bonds aggregating to USD 2,400 lakhs (out
 of USD 2,800 lakhs) issued by ESPLL stood transferred to ESL.
 
 In consideration of the demerger, for every three equity shares held by
 a member as on the record date, the Company allotted two equity shares
 of Rs.10/- each as fully paid up to the eligible members of ESPLL whose
 name were recorded in the register of members as on May 21, 2011.
 
 4 DEFERRAL / CAPITALISATION OF EXCHANGE DIFFERENCE
 
 Pursuant to notification issued by the Central Government under
 Companies (Accounting Standards) Amendment Rules, 2009 dated March 31,
 2009; the exchange differences arising on conversion / translation /
 settlement of long- term foreign currency monetary items in so far as
 they relate to the acquisition of a depreciable capital asset, has been
 added to or deducted from the cost of the respective asset and has been
 depreciated over the remaining balance life of the asset. In case of
 exchange difference related to any other long-term foreign currency
 monetary item, the exchange difference is accumulated in the foreign
 currency monetary item translation difference account, (FCMITDA) and
 is amortised over the balance period of such long term monetary item
 but not beyond accounting period ending on or before March 31, 2020
 .The following is the effect of the option exercised:-
 
 5 CONTINGENT LIABILITIES                           (Rs. in lakhs)
 
 Particulars                                    As at         As at
                                        March 31, 2012    March 31, 2011
 
 i) Guarantees given by banks on 
    behalf of subsidiary                  1,600.00            -
 
 ii) Corporate guarantees on behalf 
     of subsidiaries                    201,160.00        246,530.00
 
 Commitments to invest in subsidary
  companies                              23,467.15         29,257.15
 
 6 SEGMENT REPORTING
 
 a) Business Segment
 
 The Company has one primary business segment of feet operations and
 chartering .
 
 b) Geographical segment
 
 The Company''s feet operations are managed on a worldwide basis from
 India. Fleet operating and chartering earnings based on the
 geographical location of customers:
 
 7 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE A)
 Derivative contracts outstanding as at the Balance sheet are as
 follows:
 
 There were no forward / options contracts entered into by the Company
 during the financial year to hedge its foreign currency exposures.
 
 8 EMPLOYEE STOCK OPTION SCHEME
 
 a) The members of the Company at the Annual General Meeting held on
 September 9, 2011 have approved the issue of Employee Stock Options
 under the Essar Ports Employee Stock Options Scheme - 2011
 (hereinafter referred to as the Scheme). The Scheme shall be operated
 and administered under the superintendence of the Remuneration
 Committee of the Board.
 
 Eligible Employees of the Company, its holding company and subsidiaries
 are entitled to Options under the Scheme.  Each Option entitles the
 Eligible Employees to one underlying equity share of the Company.
 
 A trust will be formed for the administration of the Scheme. The
 Remuneration Committee is authorised to grant the Options to the
 Eligible Employees and the Exercise Price of the Options in terms of
 the Scheme. 1/3rd of the options granted will vest in the hands of the
 eligible employees over a period of 3 years commencing from the end of
 the 3rd, 4th and 5th year respectively of the date of grant of the
 Option. The Eligible Employees can exercise the options vested in them
 within a period of 7 years from the date of vesting.
 
 9 GOING CONCERN
 
 As on March 31, 2012, the Company''s current liabilities exceeded its
 current assets by Rs. 59,744.01 lakhs due to classification as current
 of borrowings amounting to Rs. 30,000 lakhs repayable within the next
 one year, Rs. 4,568.55 lakhs payable for purchase of capital assets and
 Rs. 18,587.80 lakhs payable for purchase of investment. Subsequent to
 year end, the Company has rolled over loans of Rs. 30,000 lakhs for a
 period exceeding 12 months. The Company is also in discussion for
 raising additional funds through equity . As such, the excess current
 liabilities position will not affect the operations of the Company and
 therefore these financial statements have been prepared as a going
 concern.
 
 10 EMPLOYEE BENEFITS
 
 The Company has classified the various Benefits provided to employees as
 under: I.  defined contribution plans
 
 The above amounts are included in ''contribution to staff provident and
 other funds'' (refer note 18).
 
 II.  defined beneft plans
 
 a.  Provident fund
 
 b.  Gratuity
 
 c.  Compensated absences (CA)
 
 In accordance with AS-15, the relevant disclosures are as under:
 
 32 RELATED PARTY TRANSACTIONS:
 
 a) Holding companies :
 
 i) Essar Global Limited, Cayman Island, ultimate holding company
 
 ii) Essar Shipping & Logistics Limited, Cyprus, immediate holding
 company
 
 b) Subsidiaries:
 
 i) Essar Bulk Terminal Limited
 
 ii) Vadinar Oil Terminal Limited
 
 iii) Vadinar Ports & Terminals Limited
 
 iv) Essar Bulk Terminal (Salaya) Limited
 
 v) Essar Bulk Terminal Paradip Limited (w.e.f March 31, 2011)
 
 vi) Essar Paradip Terminals Limited
 
 vii) Essar Shipping Limited (formerly known as Essar Ports & Terminals
 Limited) upto October 1, 2010
 
 viii) Essar Logistics Limited (upto September 30, 2010)
 
 (ix) Essar Oilfield Services India Limited (upto September 30, 2010)
 
 (x) Essar Oilfields Services Limited, Mauritius (upto September 30,
 2010)
 
 c) Key Management Personnel
 
 (i) Mr. Rajiv Agarwal, CEO & Managing Director
 
 (ii) Mr. Kamla Kant Sinha, CEO (w.e.f. July 4, 2011)
 
 (iii) Mr. Shailesh Sawa, Director Finance (w.e.f. July 24, 2010)
 
 (iv) Mr. A. R. Ramakrishnan, Whole-time Director (upto May 22, 2011)
 
 (v) Mr. V. Ashok, Whole-time Director (upto May 24, 2010)
 
 (vi) Mr. Sanjay Mehta, Managing Director (upto July 24, 2010) d) Fellow
 subsidiaries / other related parties / affliate where there have been
 transactions:
 
 (i) Aegis Limited
 
 (ii) Arkay Holdings Limited
 
 (iii) Imperial Consultants & Securities Pvt. Ltd.
 
 (iv) Essar Africa Holdings Limited (formerly known as India Securities
 Holdings Limited)
 
 (v) Essar Agrotech Limited
 
 (vi) Essar Bulk Terminal Paradip Limited (till March 31, 2011)
 
 (vii) Essar Energy Holdings Limited
 
 (viii) Essar House Limited
 
 (ix) Essar Infrastructure Services Limited
 
 (x) Essar Information Technology Limited
 
 (xi) Essar Investments Limited
 
 (xii) Essar Logistics Limited (from October 1, 2010)
 
 (xiii) Essar Oil Limited
 
 (xiv) Essar Oilfields Services Limited (w.e.f. October 1, 2010)
 
 (xv) Essar Oilfield Services India Limited (w.e.f. October 1, 2010)
 
 (xvi) Essar Shipping Limited (w.e.f. October 1, 2010)
 
 (xvii) Essar Steel India Limited (formerly known as Essar Steel
 Limited)
 
 (xviii) Essar Steel Hazira Limited
 
 (xix) Futura Travels Limited
 
 11 The Company has not received any intimation from the suppliers
 regarding their status under Micro, Small and Medium Enterprises
 Development Act, 2006 (the Act) and hence the disclosures required by
 the Act have not been made. The Company is making efforts to get
 confirmations from the suppliers as regards their status under the Act.
 
 12 In view of exemption from Central Government obtained by the Company
 under section 211(4) of the Companies Act, 1956 vide order number
 46/60/2011-CL-III dated 15.02.2011, information required under
 sub-clauses (a), (b), (c) and (e) of paragraph 4-D of part II of
 schedule VI to the Companies Act, 1956, is not given.
 
 13 The Current year figures are not comparable with the previous year
 figures as the figures for the previous year includes the operations of
 the shipping business up to September 30, 2010 before it was demerged
 into Essar Shipping Limited pursuant to the Composite Scheme of
 Arrangement with effect from the appointed date of October 1, 2010.
 
 14 The previous year figures have been regrouped / rearranged wherever
 necessary to conform to the current year classification as per the
 requirement of the Revised Schedule VI notified under the Companies Act,
 1956.
Source : Dion Global Solutions Limited
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