Gujarat NRE Coke
BSE: 512579 | NSE: GUJNRECOKE | ISIN: INE110D01013 | Miscellaneous
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Notes to Accounts | Year End : Mar '09 |
1. Of the equity shares of Rs. 10/- each comprised in the subscribed & paid up capital of the company:- a) 68,208 (Previous Year 4,98,15,134 ) equity shares were allotted as fully paid up shares pursuant to exercise of options by bond holders of 1% Foreign Currency Convertible Bonds (FCCB) of USD 55 Million. b) Nil (Previous Year 2,67,96,000 ) equity shares were allotted as fully paid up shares pursuant to exercise of options by bond holders of Zero Coupon Foreign Currency Convertible Bonds (FCCB) of USD 60 Million c) Nil (Previous Year 1,65,00,000) equity shares were allotted as fully paid up shares pursuant to exercise of options by holders of share warrants. 2. Stock Option Schemes i) The grant of option to the employees under the stock Option Schemes is on the basis of their performance and other eligibility criteria The options are vested over a period, subject to the discretion of the Management and fulfillment of certain conditions. v) The Company has calculated Employee Compensation Costs on the basis of Intrinsic Value Method and has amortized Rs. 9, 38,468 for the year ended 31st March, 2009. However, had the company followed Fair Value Method for calculating Employee Compensation Costs, such costs for the year would have been higher by Rs. 10, 63,875 with corresponding impact on the Profit after Tax and Basic as well as Diluted EPS for the year. 3. Contingent liabilities not provided for in respect of: a ) Letter of Credits outstanding for purchase of raw materials pending shipments as on the Balance Sheet date aggregating to Rs. 84.46 crores (Previous Year Rs. 66.17 crores). b) Outstanding Bank Guarantees and Counter/Corporate Guarantees given on behalf of subsidiary companies as on Balance Sheet date aggregating to Rs. 550.02 crores (Previous Year Rs. 1197.64 crores) c) Capital commitments (net of advances) as on Balance Sheet date - Rs. 156.58 crores (Previous Year - Rs. 293.03 crores) d) On Balance Sheet date, the disputed amount involved in two income-tax demands under appeal - Rs. 3.55 crores (Previous Year - Rs. 3.56 crores). The management is of view that the outcome of the appeal would be favourable to the company, hence no provision has been made against these income-tax demands. e) Duty on account of Advance Authorisation against Export obligation is Nil. (Previous Year - Rs. 0.17 crores.) f) Bills discounted under letter of credit with banks aggregating to Rs. 50.32 crores (Previous Year – Rs. 12.78 crores) 4. a) Term Loan from State Bank of India, State Bank of Hyderabad, YES Bank Ltd. , State Bank of Mysore and State Bank of Patiala; and Non-Convertible Debentures subscribed by AXIS Bank Ltd. and Life Insurance Corporation of India; and External Commercial Borrowing from HSBC Bank Plc. are secured by following Securities: - First pari-passu charge over entire fixed assets of the company, both present and future. - Second pari-passu charge over entire current assets of the company, both present and future. - Personal guarantee of Mr. Arun Kumar Jagatramka, Vice-Chairman & Managing Director of the company. b) Working Capital facilities from a consortium of banks viz. State Bank of India, Bank of Baroda, ING Vysya Bank Ltd., The Hongkong and Shanghai Banking Corporation Ltd., AXIS Bank Ltd, and Standard Chartered Bank are secured by following securities: - First pari-passu charge over entire current assets of the company, both present and future. - Second pari-passu charge over entire fixed assets of the company, both present and future. - Equitable mortgage over residential property at Kolkata of Mr. Arun Kumar Jagatramka, Vice-Chairman & Managing Director of the company. - Personal guarantee of Mr. Arun Kumar Jagatramka, Vice-Chairman & Managing Director of the company. Pledge of 39,87,410 equity shares of the Company held by a promoter company along with Corporate Guarantee of the promoter company. c) Loans from State Bank of Bikaner & Jaipur, Industrial Development Bank of India Ltd., Tamilnad Mercantile Bank Ltd., Indusind Bank Ltd. and Development Credit Bank Ltd are secured by followings - Pledge of equity shares of the company held by Mr. Arun Kumar Jagatramka, Vice-Chairman & Managing Director of the company and/or promoter company; - Personal Guarantee of Mr. Arun Kumar Jagatramka, Vice-Chairman & Managing Director of the company and /or Corporate Guarantee by Promoter Company. d) Loans from Dena Bank are secured by subservient charge on assets of the company and Personal Guarantee of Mr. Arun Kumar Jagatramka, Vice -Chairman & Managing Director of the company. 5. Austral Coke & Projects Limited has filed a defamation suit in Hon’ble Bombay High Court against the Company for Rs.600 Crores. The Company has also filed Civil Suit in Hon’ble Calcutta High Court against Austral Coke & Projects Limited, all its Directors, its merchant bankers and Auditors and others claiming for loss of damages worth Rs.4761 crores. Management is confident that outcome of the defamation filed by the Austral Coke & Projects Limited would be in favour of the company. 6. None of the Creditors have informed us as to their status of being micro, small and medium enterprise as per Micro, Small and Medium Enterprise Development Act, 2006 (MSMED). 7. Related Party Disclosuresas required by Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India (ICAI), are given below: A) Particulars of the Related Parties: Subsidiary Companies Wholly Owned 1. Gujarat NRE Ltd. 2. Hunter Valley Coal (P) Ltd. 3. Manor Dealcom (P) Ltd. Sub-Subsidiary Companies 1. Gujarat NRE Coal (NSW) Pty Ltd. 2. Gujarat NRE FCGL Pty Ltd. 3. Wonga Coal Pty Ltd. 4. Gujarat NRE Minerals Ltd. 5. Gujarat NRE Resources NL. 6. South Bulli Holdings Pty Ltd. 7. Gujarat NRE Properties Pty Ltd. 8. Gujarat NRE India Pty Ltd. Associates 1. Bharat NRE Coke Ltd. 2. Gujarat NRE Energy Resources Ltd. 3. Shree Salasar Coke (Gujarat) Pvt. Ltd. 4. Maa Kali Metcoke Industries Pvt. Ltd. 5. Jharia Coke Pvt. Ltd. Enterprises in which key management personnel have significant Influence 1. FCGL Investments Ltd. 2. Gouriputra Consultants Pvt. Ltd. 3. Gourav Vinimay Pvt. Ltd. 4. Gujarat NRE Mineral Resources Ltd. 5. Malgudi Investment Ltd. 6. Matangi Traders & Investors Pvt. Ltd. 7. Newage Vinimay Pvt. Ltd.. 8. Critical Mass Multilink Pvt. Ltd. 9. Bulli Coke Pvt. Ltd. 10. Madhur Coal Mining Pvt. Ltd. 11. Mangal Crystal Coke Pvt. Ltd. B) Key Management Personnel 1. Mr. A. K. Jagatramka - Vice-Chairman & Managing Director 2. Mr. R. P. Jain - Executive Director 3. Mr. P. R. Kannan - Chief Financial Officer Enterprise in which key management person is a trustee 1. Girdharilal Arun Kumar Family Trust 2. Arun kumar Family Trust 3. GLJ Family Trust 4. Karmayogi Basantlal Charity Trust 8 a) For the Convenience of operations, Bharat NRE Coke Limited has appointed the Company as ‘Operator’ to operate and manage their plant at Dharwad, Karnataka vide an agreement dated 6th June, 2008. Pursuant to the said agreement the Company has given an interest free Security Deposit of Rs. 30 Crores to Bharat NRE Coke Limited. Consequently, additional capacity of 3,24,000 MT of Low-Ash Metallurgical Coke has been available to the company. b) Pursuant to above agreement, all the employees of the Bharat NRE Coke Limited has been transferred to the Company. As such, all the liabilities pertaining to employees on the date of agreement have also been transferred to the Company. 9. Foreign Currency Convertible Bonds (FCCB) a) The Company issued 2,200, 1% Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 25,000 each aggregating to US$ 55 Million at par on 14th March, 2005. These bonds are convertible into equity shares of the Company at the option of bondholders at a price of Rs. 34.31 per share, if not converted then they are Redeemable on 14th March, 2010 at 127.25% of the face value. As on 31.03.09, 2,194 Bonds has been converted into 49,883,342 equity shares. b) The Company issued 600, Zero Coupon Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each aggregat- ing US$ 60 Million at par on 11th April, 2006. These bonds are convertible into equity shares of the Company at the option of bondholders at a price of Rs. 44.64 per share, If not converted then they are redeemable on 12th April, 2011 at 139.36% of the face value. As on 31.03.09, 375 Bonds has been converted into 26,796,000 equity shares. c) Out of the above FCCBs of Rs. 267.96 crores, a sum of Rs. 0.17 crores remained unutilized at Balance Sheet date. 10. Secured Non-Convertible Debentures: 10.60 % Non Convertible Debentures of Rs. 95.00 Crores (Previous Year Rs. 100 Crores) are redeemable at par in 19 equal Quarterly installments up to 27th November ’2013. 12.50 % Non Convertible Debentures of Rs. 50.00 Crores are redeemable at par in 4 equal annual installments commenc- ing from 6th March’ 2012. 11.90 % Non Convertible Debentures of Rs. 100.00 Crores are redeemable at par in 4 equal annual installments commenc- ing from 6th February’ 2012. D General Descriptions of defined benefit plans: i) Gratuity Plan: The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on Termination of service, or retirement, whichever is earlier. The benefit vests after five years of continuous service. ii) Provident Fund Plan: The Company contributes 12% of salary for all eligible employees towards Provident Fund managed by the Regional Provident Fund Authority. 11. The Company has exercised the option granted vide notification No. GSR 225(E) dated 31st March’2009 issued by the Ministry of Corporate Affairs and accordingly the exchange differences arising on revaluation of long term foreign currency monetary items have been recognised over the shorter of the maturity period or 31st March’ 2011, due to this, profit after tax for the current year is higher by Rs.16.41 Crores. 12. Exceptional items for the year ended 31st March’ 2009 includes loss of Rs.114.72 Crores on account of fluctuations on foreign currency assets/liabilities including Loans. 13. a ) The indicators of impairment listed in paragraph 8 to 10 of Accounting Standard (AS)- 28 “Impairment of assets” issued by ICAI have been examined by the management and on such examination, it has been found that none of the indicators are present in the case of the Company’s assets . A formal estimate of the recoverable amount has not been made, as there is no indication of a potential impairment loss. b) In the opinion of Board of Directors and to the best of their knowledge and belief, the value on realization of Current Assets, Loans and advances in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet. 14. There are no amounts due and outstanding to be credited to Investors Education & Protection Fund as at 31st March, 2009. 15. The company investment in 77,136,000 shares of Gujarat NRE Minerals Ltd. has lock-in period upto 18th July, 2009. |
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| Source : Religare Technova | |
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