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Gayatri Projects
BSE: 532767|NSE: GAYAPROJ|ISIN: INE336H01015|SECTOR: Construction & Contracting - Civil
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« Mar 11
Notes to Accounts Year End : Mar '12
Note:
 
 1 Cash and Cash Equivalents consist of Cash on hand and balances with
 Banks that includes Margin Money Deposits for Bank Guarantees of
 Rs.8076.10 Lakhs (Previous Year Rs.6986.30 Lakhs)
 
 2 The Cash flow statement is prepared in accordance with the indirect
 method stated in Accounting Standard 3 issued by ICAI on Cash Flow
 Statements and presents Cash flows by Operating, Investing and
 Financing activities.
 
 3 Figures in brackets represent cash outflows.
 
 4 See accompanying Notes forming part of the Financial Statements.
 
 1. CORPORATE INFORMATION
 
 Gayatri Projects Limited founded in 1989 is one of India''s premier
 infrastructure company based in Hyderabad executing major civil works
 including Roads, Canals, Airport Runways, Ports/Harbors, Dams &
 Reservoirs, Railways etc.
 
 2(a) Details of shares issued during the year:
 
 Pursuant to the resolution passed at the Board of Directors meeting
 held on 21st January, 2011 and in compliance with the provisions under
 section 8l(l)(a) of the Companies Act, 1956 and SEBI regulations, the
 Company has issued 1,19,79,242 equity shares of Rs. 10/- each to the
 existing shareholders for cash at a premium of Rs. 110/- per equity share
 in the ratio of one right equity share for every one equity share held
 on the record date i.e 23rd February 2012.
 
 2 (b) Rights, Preferences and restrictions attached to Equity Shares:
 
 The company has only one class of shares referred to as equity shares
 having a par value of Rs.10/-. Each holder of equity shares is entitled
 to one vote per share. In the event of liquidation of the company, the
 holders of equity shares will be entitled to receive remaining assets
 of the company, after distribution of all preferential amounts. The
 distribution will be in proportion to the number of equity shares held
 by the shareholder.
 
 The Company declares and pays dividends in Indian rupees. The dividend
 proposed by the Board of Directors is subject to the approval of the
 shareholders in the ensuing Annual General Meeting.
 
 The Board of Directors have recommended dividend of Rs. 3.00 per equity
 share in their meeting held on 30th May 2012, subjected to approval of
 the shareholders in the ensuing Annual General Meeting (For the year
 ended 31st March 2011 : Rs. 5.00 per equity share).
 
 2 (c) The company has utilized the net proceeds of the Right issue for
 the objectives specified in the Letter of Offer including margin
 requirement for working capital and general capital purpose.
 
 3.1 The Company had issued 308 Zero Coupon Foreign Currency Convertible
 Bonds (FCCBs) of Japanese Yen (JPY)
 
 10,000,000 each aggregating to JPY 308,00,00,000 redeemable on 1st
 August 2012 at 120.414% of its principal amount. The bond holders had
 an option to convert these bonds into equity shares at an initial
 conversion price of Rs. 378.35 (reset at Rs. 288/-) per share with a fixed
 rate of exchange on conversion at Rs. 0.3303 per JPY. Out of the total
 bonds of 308, 37 bonds were converted into equity, 42 bonds were bought
 back by the company and remaining 229 bonds were outstanding as at the
 date of Balance Sheet. The bonds will mature on 3rd August 2012 at
 120.414% of its principal amount.
 
 The Company has provided an amount of Rs. 6732.60 lakhs towards the
 foreign exchange transaction loss on the FCCBs as on date and the loss
 is recognized in the statement of profit and loss for the year 2011-12.
 
 3.2 Nature of Security:
 
 Debentures:
 
 The Company has issued 520 11.50% Secured Redeemable Non-Convertible
 Debentures (NCDs) of Rs.10,00,000/- each on private placement in the form
 of Separately Transferable Redeemable Principal Parts (STRPPs) for cash
 at par aggregating Rs. 5200 Lakhs. The Debentures are secured by the
 paripassu first charge on the fixed assets of a group company and
 redeemable in the 3rd, 4th and 5th year in the ratio of 30:30:40 and
 the earliest date of redemption being 1st December 2013.
 
 Equipment Loans:
 
 The Equipment loans are secured by hypothecation of specific equipments
 acquired out of the said loans with rate of interest varying from
 14.75% to 15.25% per annum.
 
 Vehicle Loans:
 
 The Vehicle loans availed are secured by hypothecation of specific
 vehicles purchased out of the said with rate of interest varying from
 11.16% to 13.48% per annum.
 
 Other Term Loans:
 
 The other secured term loans are secured by hypothecation of
 construction equipments not specifically charged to other banks with
 rate of interest varying from 13.00% to 15.50% per annum.
 
 All the above term loans and non convertible debentures are guaranteed
 by Directors.
 
 3.3 Current maturities of long term borrowings have been disclosed
 under the head Other Current Liabilities (Refer Note- 11).
 
 4.1 Nature of security and terms of repayment:
 
 Equipment Loans (Secured)
 
 - The equipments loans are secured by hypothecation of specific
 equipments acquired out of the said loans.
 
 - The equipment loans are repayable in monthly installments.
 
 - The equipment loans are guaranteed by Directors.
 
 - There are no defaults in repayment of loans and interest on the
 Balance Sheet date.
 
 - The applicable rate of interest is 14.10% per annum.
 
 Term Loans (Secured)
 
 The Secured Loans availed are secured by Hypothecation of Unencumbered
 fixed assets and project specific stock and receivables. The applicable
 rate of interest is 14.10% per annum.
 
 Working Capital Loans (Secured)
 
 The working capital facilities from the consortium of Banks are secured
 by:
 
 - Hypothecation against first charge on stocks, book debts and other
 current assets of the Company both present and future ranking paripassu
 with consortium banks.
 
 - Hypothecation against first charge on all unencumbered fixed assets
 of the Company both present and future ranking paripassu with
 consortium banks.
 
 - Equitable mortgage of properties belonging to promoters, directors,
 group companies.
 
 - Personal guarantee of promoter directors, group companies/firms and
 relatives.
 
 - There are no defaults in repayment of loans and interest on the
 Balance Sheet date.
 
 Ther rate of interest for these facilities range from 12.75% to 15.25%
 per annum and repayable on demand.  Term Loans (Un-secured)
 
 - The other term loans are repayable in monthly installments.
 
 - There are no defaults in repayment of loans and interest on the
 Balance Sheet date.
 
 - The rate of interest for these loans range from 12.10% to 13.75%
 per annum
 
 ii) Intangible Assets - Nil
 
 iii) Capital Work in progress
 
 - Capital Work in progress represents Machinery purchased for Rs. II
 66.94 Lakhs and yet to be installed.
 
 Note :
 
 - Of these, 12,00,000 Equity shares of Gayatri Infra Ventures Limited
 have been pledged to IL & FS for the term loan availed by Gayatri Infra
 Ventures Limited
 
 - Of these, 50,000 Equity shares of Gayatri Energy Ventures Pvt. Ltd.
 have been pledged to PTC India Limited for the loan availed by Thermal
 Powertech Corporation India Limited.
 
 - Of these, 13,00,000 Equity shares of Gayatri Energy Ventures Pvt.
 Ltd. have been pledged to IFCI Limited for the loan availed by Gayatri
 Energy Venture Pvt. Ltd.
 
 - Of these, 36,995 Equity shares of HKR Roadways Limited have been
 pledged to IL&FS Trust Company Limited for the loan availed by HKR
 Roadways Limited.
 
 - Of these, 16,660 Equity shares of Indore Dewas Tollways Limited
 have been pledged to SBI Capital Security Trustee Company Limited for
 the Loan availed by Indore Dewas Tollways Limited.
 
 - Of these, 11,58,251 Equity shares of Gayatri Sugars Limited have
 been pledged to Yes Bank Limited for the loan availed by Gayatri Sugars
 Limited.
 
 * The principal amount is repayable on demand and there is no repayment
 schedule.  
 
 INVENTORIES
 
 Raw Materials, Construction materials, stores and spares are valued at
 weighted average cost. Expenditure incurred during the work in progress
 of contracts up to the stage of completion is carried forward as
 work-in-progress. Cost includes direct materials, work expenditure,
 labour cost and appropriate overheads.
 
 * Margin Money Deposits with carrying amount of Rs. 8076.09 Lakhs
 (Previous year: Rs. 6986.30 Lakhs) are earmarked against Bank Guarantees
 /LCs taken by the company (or subsidiaries of the company)
 
 * Rs.10.00 Lakhs paid to Statutory Auditors towards Rights Issue
 certification fee is charged to Rights Issue expenses.
 
 ** The exchange translation loss includes (a) exchange difference
 arising on buy back of 42 FCCB bonds amounting to Rs. 1190.99 lakhs and
 (b) the currency translation loss of Rs. 6732.60 lakhs (including current
 year loss of Rs. 3528.89 lakhs) as on 31st March 2012 on the outstanding
 229 FCCB bonds of JPY 10,000,000 each.
 
 5. LEASES
 
 Disclosure under Accounting Standard - 19 Leases, issued by the
 Institute of Chartered Accountants of India. The Company has taken
 various residential/ godown/office premises (including Furniture and
 Fittings if any) under lease and license agreements for periods which
 generally range between 11 months to 3 years. These arrangements are
 renewable by mutual consent on mutually agreed terms. Under some of
 these arrangements the Company has given refundable security deposits.
 The lease payments are recognized in Profit and Loss Account under
 Rent, Rates and Taxes.
 
 6. Contingent Liabilities and Commitments
 
 The details of the Contingent Liabilities and Commitments to the extent
 not provided as follows:
 
                                                               Rs.in Lakhs 
 
 Particulars                                       As at         As at
                                               31st March, 
                                                   2012      31st March,
                                                                  2011
 
 Contingent Liabilities
 
 a) Claims against the company not 
    acknowledged as debt
 
 b) Guarantees given by the Banks towards 
    performance & Contractual Commitments
 
 i) issued on behalf of the Company              62,309.96     64,248.69
 
 ii) Issued on behalf of Subsidiaries 
     / Group Companies                           16,105.52     27,462.24
 
 c) Other money for which the company is 
    contingently                                     -               -
    liable
 
 d) Disputed Liability of Sales Tax, 
    Service Tax and                               1,547.12      1,547.12
    Seignior age charges
 
    Commitments
 
    Corporate Guarantees given to 
    group companies                            5,64,166.00   5,71,166.00
 
 7. Impairment of Assets
 
 In the opinion of the management, there are no impaired assets
 requiring provision for impairment loss as per the accounting standard
 28 on Impairment of assets. The recoverable amount of building, plant
 and machinery and computers has been determined on the basis of ''Value
 in use'' method.
 
 8. Joint Venture Loss not considered IJM-Gayatri Joint Venture
 
 The IJM - Gayatri Joint Venture is a joint venture in which IJM
 Corporation Berhad, Malaysia holds 60% and Gayatri Projects Limited
 holds 40% share. The Joint venture has executed road works in Package
 I, II & III and AP 13 of NHAI, APSH 7 and APSH 8 in the State of Andhra
 Pradesh. The joint venture incurred excess of expenditure over income
 amounting to Rs 134.45 crores due to several contractual failures on
 part of the employer.
 
 The JV has raised claims in excess of Rs.300 Crores on the National
 Highways Authority of India and Andhra Pradesh State Government, which
 are pending for consideration before the appropriate authorities. The
 joint venture has got favorable awards amounting to Rs.4587.36 lakhs at
 the arbitration stage and further the JV has got favorable orders
 amounting to Rs.419.18 Lakhs from the District Court. There is a
 substantial progress in the proceedings of the claims and the
 management is reasonably confident of recovery of these claims.
 
 The management has also obtained independent legal opinion from eminent
 counsel in this regard who have opined on the recoverability of the
 claims. In view of this, the share of the losses of GPL (40%) in the
 joint venture is not provided in the books of the Company. In the
 unlikely situation of not awarding the entire amount of claims, GPL has
 to provide an amount of Rs. 53.78 crores towards its share of 40% in the
 IJM-Gayatri Joint Venture.
 
 9. Disclosure pursuant to Accounting Standard (AS) - 15(Revised)
 Employee''s Benefits:
 
 i) The summarized position of Post-employment benefits and long term
 employee benefits recognized in the Profit & Loss Account and Balance
 Sheet as required in accordance with Accounting Standard - 15 (Revised)
 issued by the Institute of Chartered Accountants of India are as
 under:-
 
 10. Segment Reporting
 
 The Company''s operations predominantly consist of providing
 infrastructure facilities.. Hence there are no reportable segments
 under Accounting Standard - 17. During the year under report, the
 Company''s business has been carried out only in India. The conditions
 prevailing in India being uniform, no separate geographical disclosures
 are considered necessary.
 
 Computation of Net Profit in accordance with Section 349 of the
 Companies Act, 1956
 
 11. There are no amounts due and outstanding to be credited to
 Investors Education & Protection Fund as on 31-03-2012.
 
 Since the principal business of the Company is in construction
 activities, quantitative data as required by Part II Para ii, 4c, 4d 
 of Schedule VI to the Companies Act, 1956 is not furnished.
 
 12. The Revised Schedule VI has become effective from 1st April, 2011
 for the preparation of financial statements. This has significantly
 impacted the disclosure and presentation made in the financial
 statements. Previous year''s figures have been regrouped / reclassified
 wherever necessary to correspond with the current year''s classification
 / disclosure.
 
 13. Amounts in the financial statements are presented in Rs. lakhs,
 except for per share data and as otherwise stated.
 
 14. All amounts are rounded off to nearest thousand.
Source : Dion Global Solutions Limited
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