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0.15 (0.17%)
-0.3 (-0.34%) | 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. |
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| Source : Dion Global Solutions Limited | |
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