a) Rights, preferences and restrictions attached to shares
The Company has one class of equity shares having a par value of Rs.
10/- each. Each shareholder is eligible for one vote per share held.
The dividend proposed by Board of Directors is subject to approval of
shareholders in the ensuing Annual General Meeting. In the event of
liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential
amounts, in proportion to their shareholding.
During the year ended 31st March, 2012, the amount of per share
dividend recognized as distributions to equity shareholders was Rs.
7.50 (31st March, 2011: Rs. 7/- per equity share).
a) The Company has acquired land through Government and also through
direct negotiations. The entire land is in possession of the Company.
In respect of portion of land for which the Company has still not
received the award/sale deed, the advance paid to land owners have been
treated as land. In respect of other portion of land acquired through
direct negotiations, compensation has been paid at the negotiated
price. The Company also holds possession of a portion of land for which
no amount has been paid in absence of receipt of awards.
b) The Company has leased a portion of its land to Bank of Baroda for
bank premises at Fertilizer agar and Sikka and Gas Authority of India
Ltd. (GAIL) for establishment of CNG pumping station.
c) Buildings include Rs.0.02 lakh being the value of shares in
Co-operative Housing Societies.
d) The addition in Leasehold Land of Rs.528 lakhs (Previous year Rs.441
lakhs) is for Wind Mill Project taken on lease for a period of 20
e) The Company established Sikka Jetty at its own cost, which is in
operation since 1987. After due discussion with Gujarat Maritime Board
(GMB), a consensus was arrived at establishing ownership of jetty with
GSFC. Thereafter, in terms of resolution passed by GMB, the ownership
of the jetty at Sikka was transferred to the Company. However, during
1994, GMB has reversed its earlier decision not supported by resolution
and contended that the ownership of the jetty rests with GMB. The
Company has made representation to the appropriate authority with
regards to the ownership of the jetty with the Company.
The matter of deciding the status of Jetty was under examination at GMB
& Government of Gujarat levels since long back. Various meetings were
also held and after due diligence on the matter, it is decided by the
Board of GMB supported by a resolution to assign the status of Captive
Jetty to sikka jetty and the Company has to sign Captive Jetty
Agreement with GMB. The matter is under discussion with GMB
authorities. Pending finalization of the Captive Jetty Agreement, no
provision is considered necessary in respect of various claims against
the Company and counter-claims of the Company (both the amounts not
determined). At present the Company is in possession of the Jetty and
continues to be the owner of the Jetty till the Captive Jetty Agreement
a) As one of the promoters of the Gujarat Industries Power Company Ltd.
(GIPCL), the Company has given undertaking to Industrial Development
Bank of India (IDBI), Power Finance Corporation Ltd. (PFC) and Gujarat
Industrial Investment Corporation Ltd. (GIIC) for non disposal of and
non creation of a charge against the Company''s investment in the shares
of the said company during the pendency of loans given to GIPCL by
IDBI, PFC and GIIC.
b) As one of the promoters of the Gujarat Chemical Port Terminal
Company Limited (GCPTCL), the Company has given undertaking to ICICI
Bank for not to transfer, assign, dispose off, pledge, charge or create
any lien or in any way encumber company''s existing or future
shareholding in the GCPTCL in favour of any person so long as money
remains due by GCPTCL to ICICI Bank or till the project is duly
completed, whichever is later.
c) The ordinary shares of Tunisian Indian Fertilizers S.A., Tunisia
(TIFERT) held by the Company and included under Investment have been
pledged to secure the obligations of TIFERT to their lenders.
d) As per the Security and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulation 2009 (ICDR Regulations),
the Company has given consent for lock-in of its shareholding of equity
shares in Gujarat State Petroleum Corporation Ltd. for a period of one
year or for such other time as may be required from the date of
allotment of Public issue.
e) As a promoter of Bhavnagar Energy Company Limited (BECL), the
Company has signed the Sponsors'' Support Agreement (SSA) and as per the
said Agreement, the promoters collectively shall not, till the final
settlement date (being the date on which all obligations under the SSA
have been irrevocably and unconditionally paid and discharged in full
to the satisfaction of lenders), dispose-off their shareholdings which
would result in dilution of their shareholding below 51 %.
For basis of valuation refer Note 1 - Significant Accounting Policies.
1. Contingent Liabilities
Claims against the Company not
acknowledgement as debt
Disputed Excise and Customs
Duty (net of provision) 5,326 4,516
Disputed demand of Sales Tax,
Interest on Turnover Tax &
Purchase Tax against which the
Company has preferred appeals 3,556 462
Claims by Statutory Corporations
and others not acknowledged
as debt 4,264 4,111
Disputed gas price/royalty on
gas with ONGC 752 752
Claims by employees/ex-
pending before courts Not ascertainable Not ascertainable
The Industrial Tribunal,
Vadodara vide its award
dated 27/01/2009 in reference
(IT) No.88/1999 directed the
Company to pay to the concerned
employees 50% of the amount
calculated by working out
double the amount qua the extra
hours relating to the overtime
done by concerned employees
i.e. Supervisors and Sr.
Supervisors during the period
from 01/01/2001 to 31/03/2009.
It has further been directed
that the aforesaid would be
effective upto March-2009 and
thereafter if the concerned
employees i.e. Supervisors and
Sr. Supervisors are made to
work overtime then in that
situation such overtime wages
would have to be paid at double
the rate. The Industrial Tribunal''s
award has been challenged by the
Company in the Hon''ble High Court
of Gujarat and the Hon''ble High Court
has granted Ad-interim relief
thereby stayed the implementation,
operations and execution of the
award dated 27/01/2009. Vide an order
dated 11/03/2010, the Hon''ble
High Court has confirmed the interim
relief granted earlier till
final disposal of the petition.
Aggrieved by the said order, the
Grade-II Employees'' Union filed the
Letters Patent Appeal before the
Division Bench of the High Court,
which has been dismissed by the Div.
The Company has not provided
liability at this juncture as the
matter can be proceeded if required,
on merit at both the High
Court and Supreme Court stages 839 839
The Company has provided sponsor''s
Guarantee towards the borrowing of
the joint venture company, Tunisian
Indian Fertilizers S.A., Tunisia
(TIFERT) upto 15% of the amount due
and outstanding 26,473 18,237
ii) SECONDARY SEGMENT INFORMATION :
The Company operates mainly in Indian market and there are no
reportable geographical segments.
iii) OTHER DISCLOSURES :
1. The Products and Services covered under each business segment is as
Fertilizer Products :
Urea, Ammonium Sulphate, Di-ammonium Phosphate, Ammonium Phosphate
Sulphate, NPK (12:32:16X10:26:26), traded fertilizer products etc.
Industrial Products :
Caprolactam, Nylon-6, Nylon Filament Yarn, Nylon Chips, Melamine,
Polymer products, traded industrial products etc.
2. Segment revenue, results, assets and liabilities include the
respective amounts identifiable to each of the segment and amounts
allocated on reasonable basis.
2. Related Party Transactions
Related Party Disclosures as required by AS-18 Relatec Party
Disclosures are given below :
1. Relationship :
(a) Associate Company :
Vadodara Enviro Channel Ltd.
(Erstwhile Effluent Channel Project Ltd.)
(b) Joint Venture :
Tunisian Indian Fertilizers, S.A. (TIFERT)
(c) Directors and their relatives :
Shri H. V. Patel
- Managing Director upto 13-07-11
Shri Atanu Chakraborty
- Managing Director w.e.f. 13-07-11
3. Joint Ventures
As on 31st March, 2012, the Company is holding 15% shares in a Joint
Venture Company, Tunisian Indian Fertilizers, S.A. (TIFERT),
incorporated in Tunisia and the proportionate share in the Assets,
Liabilities, Income and Expenditure as per their Financial Year ending
on 31st December 2011 are given below :
Balance of certain creditors and debtors/advances are subject to
confirmation/reconciliation and consequential adjustments, if any.
4. Previous Years Figures
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. The adoption of Revised Schedule VI for
previous year figures does not impact recognition and measurement
principles followed for preparation of financial statements.