(Rs. in thousands)
1. The Company has opted for the period of current financial year as
six months from 1st October, 2010 to 31st March 2011. During the
previous year, Registrar of Companies, Punjab, Himachal Pradesh and
Chandigarh (ROC) vide its order dated 4th May, 2010 had granted the
permission to the Company to prepare the annual accounts for a period
of eighteen months ending 30th September, 2010.
As at As at
31.03.2011 30.09.2010
2. Contingent Liabilities not
provided for in respect of :
(a) Unexpired Letters of Credit
(margin money paid Rs. 20,511;
Previous year 15,702 24,348
Rs. 44,745)
(b) Guarantees given by banks
on behalf of the Company
(margin money kept 4,78,992 4,15,295
by way of fixed deposits Rs. 168,812;
Previous year Rs. 104,422)
(c) Counter Guarantees given by the
Company to the financial
institutions/banks 13,74,331* 19,15,672*
for providing guarantees on behalf of
companies promoted by the Company.
(margin money kept by the banks by
way of fixed deposits Rs. Nil ;
Previous year Rs. Nil)
* This excludes Company’s counter guarantees of Rs. 567,000 in respect of
guarantees provided by the banks and institutions on behalf of HFCL
Bezeq Telecom Ltd. for bid bonds to Department of Telecommunications
(DoT) towards tender for operation of basic telephone services as the
guarantees have already expired and the Hon’ble Delhi High Court vide
its order dated 19.09.97 granted permanent injunction restraining the
DoT from invoking the said guarantees. The appeal fled by DoT against
this also stands dismissed. The DoT has fled application for
restoration of appeal before the Double Bench of the Hon’ble High Court
of Delhi which has been allowed and matter is now pending for decision.
* The Company has received necessary approval from the Central
Government for the re-appointment and payment of remuneration to
Wholetime Directors for the Financial year 2007-08, 2008-09 and part
financial year of 2009-10 for Rs. 27,464. The Central Government has not
given its approval for remuneration paid to Managing Director for the
period from 1st October, 2010 to 31st March, 2011. However, since the
financial year 2007-08, the Company has so far paid Rs. 52,772 as
remuneration to Wholetime Directors. As the approval of Central
Government received is of lesser amount than the actual remuneration
paid for the aforesaid period, the excess amount of Rs. 25,308 paid
continues to be shown as recoverable. The Company is in the process of
making representation to the Central Government for seeking their
approval for the entire amount of remuneration paid to them. The
Company also fled necessary application with the Central Government
seeking their approval for re-appointment and payment of remuneration
to Wholetime Director for financial year 2009-10 and onwards which is
under their consideration.
3. Interest charges on loans is net of Interest income from loans and
advances amounting to Rs. 122,333 (Previous year Rs. 145,483).
4. a Debt of the Company were earlier restructured under Corporate Debt
Restructuring (CDR) mechanism in April 2004 which was subsequently
modified in June 2005 with cut-off date as 1st April, 2005. Because of
liquidity problems and due to inadequate working capital funds, the
Company had again approached its lenders viz. Banks and Financial
Institutions for Rework of earlier sanctioned restructuring package.
CDR Empowered Group at its meeting held on 9th February, 2011 has
approved the Rework package of the company with the cut off date as 1st
January 2011 and communicated its sanction vide their letter No. BY
CDR(JCP)/No 8643/2010-11 dated 29.03.2011. The Rework package includes
interalia reduction in the existing payable rate of interest,
reschedulement and longer period for repayment of loans, conversion of
overdue interest into funded interest term loan (FITL), conversion of
Zero Coupon Premium Bonds (ZCPB’s), part of their premium and part of
working capital loans into Equity, conversion of part of working
capital loan into working capital Term Loan (WCTL), waiver of unpaid
dividend on preference shares, waiver of penal interest etc. The said
CDR package also stipulates conditions to be complied with by the
Company and arrangement of additional infusion of funds from promoters.
b The Company has complied with most of the conditions as stipulated in
CDR Rework package. Accordingly, the impact of CDR Scheme as above has
been incorporated in these financial statements as below:
i) Interest to banks and financial institutions w.e.f. cut off date has
been accounted for at the rates specified in the said package.
ii) The Cumulative Redeemable Preference Shares (CRPS) aggregating to Rs.
805,000 shall be redeemed at the rate of 25% and 75% of the face value
in the financial years ending 31st March 2018 and 31st March, 2019,
respectively and will carry the coupon rate of 6.50% from new cut off
date i.e. 1st January 2011. However, dividend accrued on notional
basis, as same has not been declared and fallen due for payment, and
penal interest thereon, till the cut-off date, shall be waived. (Also
refer Note no. 9 (c ) below)
iii) Zero Coupon Premium Bonds (ZCPBs) amounting to Rs. 1,950,700 shall
be converted into equity shares of face value of Rs. 1/-each at a price
to be arrived at as per SEBI guidelines. Accordingly Equity shares
equal to Rs. 1,950,700 divided by such arrived at price shall be allotted
to the holders of ZCPBs after necessary compliance & formalities. Out
of the total premium of Rs. 1,189,781 accrued on these ZCPBs till cut off
date, a sum of Rs. 314,400 shall also converted into equity share of face
value of Rs. 1/- each at a price to be arrived at as per SEBI guidelines.
According Equity shares equal to Rs. 314,400 divided by such arrived at
price shall be allotted to the holders of ZCPBs after necessary
compliance & formalities and balance amount of premium of Rs. 875,381 has
been waived. The amount of premium waived which was earlier adjusted
from security premium account in earlier years has now been reversed.
iv) Secured and unsecured working capital loans from banks amounting to
Rs. 240,545 have been converted into working capital term loans (WCTL)
which together with existing WCTL of Rs. 76,406 have been reschedule so
as to be repaid in 84 monthly installments, commencing from 30th April
2012 and ending 31st March 2019.
v) Secured working capital loans from banks amounting to Rs. 170,142
shall be converted in to equity shares of face value of Rs. 1/- each at a
price to be arrived at as per SEBI guidelines. Accordingly equity
shares equal to Rs. 170,142 divided by such arrived at price shall be
allotted to the respective lenders after necessary compliance &
formalities.
vi) The outstanding principal amount of secured loan amounting to Rs.
1,024,584 from financial institutions and banks have been rescheduled so
as to be repaid in 84 monthly installments commencing from 30th April,
2012 and ending 31st March 2019 on flat interest rate of 10% p.a. from
cut off date.
vii) Funded Interest Term Loans (FITL) amounting to Rs. 647,346 have been
settled at 25% on one time settlement basis. One time settled amount of
Rs. 161,836 is payable by 30th September 2011. The balance 75% of FITL
i.e. Rs. 485,509 has been waived off and shown under the head other
income as waiver of loans & writes back of liability.
viii) Interest accrued and due on simple interest basis amounting to Rs.
506,500 up to the cut off date on the term loans have been converted
into Funded Interest Term Loan (FITL) and is to be repaid in three
equal installments on 31st December 2016, 31st December 2017 and 31st
December 2018 and shall not carry any interest. Balance amount of
outstanding interest as on cut off date, comprising of liquidated
damages etc. amounting to Rs. 83,294 has been waived and shown under the
head other income as waiver of loans & writes back of liability.
ix) Interest accrued and due on simple interest basis amounting to Rs.
287,200 up to the cut off date on working capital loans have been
converted into Funded Interest Term Loan (FITL) and is to be repaid in
three equal installments on 31st December 2016, 31st December 2017 and
31st December 2018 and shall not carry any interest. Balance amount of
outstanding interest as on cut off date, comprising of liquidated
damages etc. amounting to Rs. 63,928 has been waived and shown under the
head other income as waiver of loans & writes back of liability.
x) The Company has to create securities as stipulated by the CDR
Empowered Group.
xi) One of the working capital lender having total outstanding of Rs.
157,226 as at 31.03.2011 has not agreed to the restructuring granted by
CDR empowered group. However, the Company is in discussion with the
lender for fresh proposal which is under consideration.
c Some of the Cumulative Redeemable Preference Share (CRPS)
shareholders have disputed the modified terms of redemption and rate of
dividend as per CDR package on the ground that they have not agreed to
any of the restructuring granted by CDR empowered group and hence
original terms and conditions of 12% CRPS continues to be in force and
accordingly are insisting for redemption and dividend as per the
original terms of the issue of CRPS. One of the preference shareholder
has earlier fled case against the company for recovery. The Company is
in the advance stage of negotiation with these CRPS holders to accord
their approval to reworked package approved under CDR system in view of
the present financial position of the Company.
d The company is in process of reconciliation of balances with the
lenders i.e. financial institutions and banks. Adjustments, if any, on
account of interest/ principal will be made when the same are confirmed
by them.
e The Company had settled the dues of certain lender/suppliers on One
Time Settlement (OTS) basis and made the final payment of settled amount
during the current period. The gain arising out of such OTS has been
accounted for during the current period under the head other income as
waiver of loan, interest thereon and write backs. The provision for
premium on Zero Coupon Premium Bond issued to lender amounting to Rs.
641,349 which was adjusted from security premium account in earlier
years has been now reversed.
f Pursuant to the rework of CDR package, some of the loans amounting to
Rs. 2,435,242, are to be converted into Equity shares of the Company at a
price to be arrived at as per SEBI guidelines, after complying with
necessary formalities in this regard. Pending completion of such
formalities the amount of Rs. 2,435,242 has been kept as Loans pending
conversion into Equity and shown under the head Loan Funds.
5. 529,601,640 equity share of Rs. 1/- each have been issued & allotted
as on 10th February, 2011 pursuant to the Arrangement & Amalgamation to
the shareholders and Optionally Convertible Debenture (OCD) holders of
erstwhile Sunvision Engineering Company Private Limited (SECPL) this
amount was shown as ‘Equity Share Suspense Account’ as on 30.09.2010.
6. Pursuant to the disinvestment by the Government of India, the
Company had acquired 1,110,000 equity shares of Rs.100/- each of HTL
Limited representing 74% of its equity capital at total consideration
of Rs. 550,000 in terms of Shareholders Agreement dated 16.10.2001. The
above consideration paid by the Company is subject to post closing
adjustments on account of difference in net worth of HTL Limited as on
31.03.2001 and as on the date of purchase of shares in terms of Share
Purchase Agreement dated 16.10.2001.The Company has submitted its claim
on account of Closing Date Adjustment to the Government in respect of
such reduction in net assets of HTL Limited which has not been settled
by the Government. Due to this, the Company has invoked the provisions
of the Share Purchase Agreement for settlement of dispute by
Arbitration. The Hon’ble Arbitral Tribunal has since given the award in
favour of the company on 10th October, 2007 upholding the claim of the
company on account of the above to the extent of Rs. 550,000 and interest
from the date of award.
Since the Government of India has gone in appeal against the above
arbitral award which is yet to be decided by the Hon’ble High Court, no
adjustment has been made in the accounts in respect of above award
pending the final outcome.
7. The Company had made a payment of Rs. 113,375 to certain cumulative
preference shareholders as per contractual obligations in the earlier
years. The said amounts paid have been treated as advances to be
adjusted against future expected liability of dividend on cumulative
preference shares.
8. Dividend on 6,500,000 equity shares of AB Corp Ltd. which are
pledge with OBC (e- GTBL), amounting to Rs. 39,000 has not been received
by the Company. The same is under reconciliation and shall be accounted
for after completion of reconciliation.
9. During the year, the Company has transferred a sum of Rs. 1,432,715
to Loans & Advances from the carrying amount of its investment in
Optionally Fully Convertible Debentures (OFCDs), as per the agreed
terms with respective investee companies, since the Company has not
exercised its conversion option and said OFCDs had become overdue for
redemption. An amount of Rs.1,132,715 had already been provided in the
accounts in earlier years towards diminution in value of these OFCDs.
10. Profit on sales of Investment (net) includes Rs. 60 being Profit on
sales of OFCD’s, [Sale proceeds of OFCDs Rs. 60 Less (cost in books Rs.
2,700,757) less (Provision already made in earlier years for diminution
in value Rs. 2,700,757) ].
11. During the period the Company has paid Guarantee
contract/obligation amounting to Rs. 64,500 towards obligation payments (
as Corporate guarantor ) to the lenders of promoted companies against
their over dues.
12. Sundry debtors include debts outstanding for more than two years
amounting to Rs.v2,564,056. The Company is in continuous process of
working out different modalities of recovery for its remaining long
outstanding debts. Pending outcome of such exercise, an amount of Rs.
614,203 has been written off during the period, which is in opinion of
the management is adequate.
13. Pursuant to the Accounting Standard (AS-28) - Impairment of Assets
issued by ICAI, the Company had appointed an outside agency for
conducting an exercise of identifying the assets, if any, that may have
been impaired. Based on the report Impairment loss of Rs. 795,275 has
been determined on curtained fixed assets as at 31.03.2011 and the same
has been provided in the accounts. The Impairment loss has been
assessed on the basis of projected cash flows of Cash Generating Units
(CGUs) for the next 3 years discounted at IRR of 8.5%.
14. Balances of some of the sundry debtors, creditors, lenders ,loans
and advances are subject to confirmations from the respective parties
and consequential adjustments arising from reconciliation, if any. The
Management, however is of the view that there will be no material
adjustments in this regard.
15. The fgures of the current period are not comparable with those of
previous year as current period is for six months as against period of
eighteen months for previous year. Previous year’s fgures have been
regrouped/reclassified wherever necessary and the fgures have been
rounded off to the nearest rupee.
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