1.
As at As at
31st March, 31st March,
2011 2010
(Rs in (Rs in
Lacs) lacs)
b) Contingent Liabilities :
(i) Guarantees issued by banks 1,316.07 1,108.84
(ii) Letters of Credit 76.05 526.68
(ii) Bills discounted with banks
(since realized) 3,512.80 989.77
(iv) Claims against the Company not
acknowledged as debts
- Income Tax & Wealth Tax 140.49 48.66
- Sales Tax / VAT 5.99 3.99
- Excise & Service Tax 2,769.16 2,205.70
- Other claims 620.00 736.91
(v) Corporate guarantee to Bank on
behalf of subsidiaries of the Company 45,192.84 63,298.69
(vi) Premium on redemption of Foreign
Currency Convertible Bonds - 5,134.80
2. In Accordance with the Scheme of Arrangement duly approved by Hon''ble
High Court of Gujarat vide its order dated 30th November 2009, the
Company has taken following effects in the current financial statements
:-
a) Gains realised /(premium) paid on account of buyback/redemption
and cancellation of 2,900 (Previous year 3,900) Foreign Currency
Convertible Bonds (FCCBs) of USD 10,000 each at discount /(premium)
amounting to (Rs 926.81 Lacs) (Previous year Rs 2357.36 Lacs) has been
transferred to Business Development Reserve Account in accordance with
the Scheme.
b) In accordance with the aforesaid Scheme, goodwill arising on
amalgamation or acquisition or consolidation of financials statements
of subsidiaries and which requires amortisation or impairment, any
unrealizable assets whether fixed or current or tangible or intangible
of the company, any diminution/write off in the value of the
investments in its subsidiaries; whether in India or overseas, interest
and other financial charges paid or payable on borrowings for
subsidiaries by the company or by its subsidiaries or borrowings
guaranteed by the company, mark to market adjustment on derivative
instruments, currency swaps expenses, all the expenses / costs incurred
in carrying out and implementing this Scheme, Integration expenses like
plant shifting / shutting down, expenses arising on voluntary
retirement offered to the employees of acquired companies, expenses for
suit for bankruptcy including costs associated with existing projects /
subsidiaries / divisions in part and / or whole by the Transferee
Company and any additional depreciation on account of any upward
revaluation of assets are to be charged to Business Development Reserve
Account.
Accordingly Rs 2654.45 Lacs (previous year Rs 4,242.70 Lacs) has been
charged to Business Development Reserve on account of diminution in the
value investments in and loans & advances to and receivables from
subsidiaries. Any further impairment arising out of such diminution
shall be accounted for in subsequent years upon reasonable certainty
that the same is non realisable and shall be charged to Business
Development Reserve until such reserves exists. Further additional
depreciation arising out of revaluation amounting to Rs 1936.95 Lacs
(Previous year Rs 1,936.95 Lacs) has been charged to the Business
Development Reserve.
c) As per the Scheme, a sum of Rs 18,475.11 Lacs (Previous year Rs
16,622.24 Lacs) pertaining to receivables from subsidiaries have been
written off and adjusted against General Reserve.
d) As per the Scheme, the Profit and Loss Account Balance as appearing
in the Balance Sheet of the Company as on 31st March 2010 shall be in
part or full, without any further act, instrument or deed, stand
re-organised and be appropriated to the General Reserve, as may be
considered appropriate by the management in the interest of the
company. Accordingly Rs 17,500.00 Lacs (Previous year Rs 15,000 Lacs)
has been transferred from Profit and Loss Balance to General Reserve
Account.
3. Provision for taxation includes Rs 10.00 Lacs (previous year Rs 12.00
Lacs) for Wealth Tax .
4. The following changes have taken place during the year with regard to
Subsidiary Companies
b) Textile & Design Limited UK, subsidiary of the company which had
filed for administration during 2008-09 is under Liquidation since 28th
September, 2009.
5. Unquoted investments in subsidiary companies are of long term
strategic value in the opinion of the management. Except for as
adjusted in the financial statements, the current diminution in the
value of these investments is temporary in nature considering the
inherent value and nature of investee''s business proposal and hence no
provision is required.
6. Rosebys Interiors India Limited, a subsidiary, was incorporated with
a view to separately set up home textiles retail segment and with an
the intention to divest ownership and control in the near future. Hence
such investment is classified as a current investment. Management is
actively looking at divestment opportunity and has accordingly engaged
a Merchant Banking Firm to achieve its objective of divestment.
8. The value of closing stock of Finished Goods includes excise duty not
paid Rs 75.16 Lacs (previous year Rs 36.65 Lacs). The value of Lignite
at mines includes excise duty, royalty & clean energy cess of Rs 19.60
Lacs (previous year Rs 0.74 Lacs) on the closing stock. The Value of
Salt at Salt Fields includes Cess & Royalty of Rs 15.11 Lacs (previous
year Rs 38.95 Lacs) on Closing Stock. This has however, no impact on
the profit for the year.
9. Prior Period Item of Rs 64.29 Lacs is on account of reversal of
Excess provision for Wealth Tax and expenses.
10. Loans & Advances includes Rs 7,524.94 Lacs (previous year Rs 7348.08
Lacs) paid as advance for purchase of materials and services
outstanding for more than six months and considered good.
11. As per Accounting Standard-15 Employee Benefits, the disclosures
of Employee Benefits as defined in the Accounting Standard are given
below :
The Company''s Provident Fund is exempted under section 17 of Employees''
Provident Fund and Miscellaneous Provision Act, 1952. Conditions for
grant of exemption stipulate that the employer shall make good,
deficiency if any, in the interest rate declared by the trust vis-à-vis
statutory rate.
Defined Benefit Plan
Gratuity (Funded)
The employees'' gratuity fund scheme managed by a Trust is a defined
benefit plan. The present value of the obligation is determined based
on actuarial valuation using the Projected Unit Credit Method, which
recognises each year of service as giving rise to additional unit of
employee benefit entitlement and measures each unit separately to build
up the final obligation.
Leave Encashment (Unfunded)
The Company recognises the leave encashment expenses in the Profit &
Loss Account based on actuarial valuation.
12. a. Related Party Transactions Subsidiaries :
Colwell & Salmon Communications Inc.
Indian Britain B.V.
Indian England N.V.
Indian Wales N.V.
GHCL Inc.
GHCL International Inc.
Dan River Properties LLC
Grace Home Fashions LLC
GHCL Rosebys Limited
Textile & Design Limited
Rosebys UK Limited
S C GHCL Upsom SA
Rosebys Interiors India Limited
Fabient Textile Limited
Rosebys International Limited
Teliforce Holding India Limited
Old Apparel Inc (Dissolved as at 7th April 2010)
Old Apparel Properties Inc. (Dissolved as at 7th April 2010)
Textile & Design (No.3) (Dissolved as at 22nd June 2010)
Dan River Inc. (Dissolved as at 10th September 2010)
Dan River International Limited (Dissolved as at 10th September 2010)
Dan River Factory Stores Inc. (Dissolved as at 10th September 2010)
The Bibb Company LLC (Dissolved as at 10th September 2010)
Fabient Global Limited (Dissolved as at 31st December 2010)
b. Key Management Personnel:
Mr. R. S. Jalan, Managing Director
Mr. Tej Malhotra, Sr. Executive Director - Operations
Mr. Raman Chopra, Executive Director - Finance
c. Relative of Key Management Personnel:
Mrs. Bharti Chopra, w/o Mr. Raman Chopra
13. Deferred Revenue Expenditure
Deferred Revenue Expenditure comprises of carrying amount as per
Accounting Standard - 26 on Intangible Assets issued by The Institute
of Chartered Accountants of India.
Voluntary Retirement Scheme Expenses
Compensation under the Company''s voluntary retirement scheme
paid/provided is being written off equally over a period of three
years.
14. Intangible Assets
Intangible Asset, meeting the definition as per the provisions of
Accounting Standard - 26 Intangible Assets issued by The Institute of
Chartered Accountants of India, comprises of :
a. Salt Pans
Expenditure on the development of salt pans is being written off over a
period of five years.
b. Software
Expenditure on purchased software, ERP System and IT related expenses
is being written off over a period of three years.
15. Impairment of Assets
In pursuance of Accounting Standard - 28 - Impairment of Assets issued
by the Institute of Chartered Accountants of India, the Company has
reviewed its carrying cost of assets with value in use (determined
based on future earnings) / net selling price (determined based on
valuation). Based on such review, management has provided for an
appropriate impairment of assets.
16. Category-wise quantitative data about derivative instruments that
are outstanding are disclosed as per the requirement of Accounting
Standard - 30 issued by the Institute of Chartered Accountants of
India.
b) The Company entered the derivative instruments to hedge the foreign
currency risk of fluctuation and protect interest rate risk and not for
speculation purposes. Mark to Market profit on outstanding derivatives
instruments as on 31st March 2011 stood Rs 151.62. lacs (Previous Year
loss Rs 511.34 lacs) arising from hedging transactions by the company
for its foreign currency related exposures. The company has not taken
credit for the profit on mark to market basis during the year.Since the
same would considered on maturity of the contracts.
17. The shareholders in their Extra Ordinary General Meeting held on
19th March, 2008 had approved the Employees Stock Option Scheme (ESOS
2008). Accordingly, the Employees Stock Option granted pursuant to ESOS
2006 (Series - 1) had been cancelled and equivalent number of options
were granted by the compensation committee meeting held on 24th March,
2008. Under ESOS 2008 the compensation committee has assured a minimum
price appreciation guarantee @ 20% on the Exercise Price i.e. Rs 76.95
per share i.e. the latest available closing price prior to the date of
grant of options i.e. 24th March, 2008. Company has made a appropriate
provison for a same during the year.
As per SEBI (ESOS & ESPS) Guidelines 1999 the Employees Stock Option
Scheme is administered by the registered Trust named GHCL Employees
Stock Option Trust (ESOS Trust). The Company had advanced interest free
loan of Rs 6,403.20 Lacs (Previous year 6,430.10 Lacs) to the Trust for
the purpose of purchased of shares from the open market for allotment
of shares to the eligible employees upon exercising their option.
The current market value of the shares held by ESOS Trust is lower than
the cost of acquisition of these shares by Rs 5,395 Lacs which is on
account of market volatility. The impact of fall in market value, if
any would be appropriately considered by the company in its profit and
loss account at the time of exercise of Options by the eligible
employees. As per ESOS scheme, 15, 65,000 option have been vested with
the eliglible empolyees March 24th 2010. However none of the employees
has exercised the option during the year ended 31 March 2011.
The total number of shares purchased by ESOS Trust was 4,995,386
shares. Of these, 1,579,922 shares were illegally sold by a party
against which ESOS trust has initiated legal proceedings and has got a
favorable award from the Court. Additionally, ESOS Trust had
taken a loan of Rs 1,057.00 Lacs from various companies and had created
a third-party pledge of 2,068,000 shares on behalf of these lender
companies. The lender companies could not fulfill their obligations
toward the aforesaid third parties and consequently the pledge was
invoked by these parties. ESOS trust got a favorable arbitration award
against the lender companies whereby the lender companies would restore
2,068,000 shares in favour of ESOS Trust upon ESOS trust repaying their
loan of Rs 967.00 Lacs.
The details as per regulation 12 of SEBI (ESOS & ESPS) Guidelines 1999
are as follows:
Particulars Details
a) No of Options granted 16,55,000 (Each option is equivalent
to one equity share on exercise of
option)
b) Pricing Formula Rs 76.95 (Market Price i.e. the latest
available closing price prior to the
date of grant of options)
c) Options Vested 15,65,000 (Vesting period is two years
from the date of grant i.e. March 24,
2008 to March 24, 2010)
d) Options Exercised Nil
e) Total Number of shares
arising as a result of
exercise of options Nil
f) Option Lapsed Nil
g) Variation of Terms of
Options Nil
h) Money realized by
exercise of options Nil
i) Total Number of Options 16,55,000
j) Number of options
lapsed for 5 employees
left/retired during/earlier 90,000 year
k) Total Number of Options
in force as at 31st March,
2011 1,565,000
l) Number of employees to
whom options are granted 33
(i) Senior Managerial person at the time of grant of option
Name No. of Name No. of
Options Options
Granted Granted
Mr. R.S. Jalan 200,000 Mr. BRD 75,000
Krishnamoorthy
Mr. Tej Malhotra 125,000 Mr. R S Pandey 75,000
Mr. Raman Chopra 100,000 Mr. N N Radia 75,000
Mr. Sunil Bhatnagar 100,000 Mr. M 75,000
Sivabalasubra
maniun
Mr. K V Rajendran 100,000 Mr. Neeraj Jalan 75,000
Mr. Nikhil Sen 75,000
(ii) Any other employee who receives a grant in None
any one year of options amounting to 5% or more
of option granted during that year
(iii) Identified employees who where granted None
options, during any one year, equal to or
exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the
Company at the time of grant.
m) Diluted Earning Per Share (EPS) pursuant Not Applicable
to issue of shares on exercise of option
calculated in accordance with Accounting
Standard (AS) 20 Earning Per Share
n) Where the Company has calculated the Not Applicable
employee compensation cost using the
intrinsic value of the stock options,
the difference between the employee
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value
of the options, shall be disclosed. The impact
of this difference on profits and on EPS of
the company shall also be disclosed.
o) Weighted Average exercise prices and weighted Not Applicable
average fair values of options shall be disclosed
separately for options whose exercise price
either equals or exceeds or is less than the
market price of the stock.
p) A description of the method and significant Options are
assumptions used during granted
the year to estimate the fair values of options, at Market
including the following weighted average price
information :
Risk - Free interest Rate Not Applicable
Expected Life Not Applicable
Expected Volatility Not Applicable
Expected Dividends Not Applicable
The price of the underlying share in the
market at the time of grant Rs 76.95 per
of option share
18. Subsequent to the Balance Sheet date, GHCL Upsom, Romania, a step
down subsidiary of the Company, the plant of which was lying closed
since January 2010 due to impending gas issues, has been put under
administration on 8th June, 2011. The Company is in dialogue with
Bankers and government agencies to work out a feasible re-organisation
plan.
19 Previous year figures have been regrouped and reclassified wherever
necessary. |