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-0.2 (-0.18%) | Notes to Accounts | Year End : Mar '12 |
(a) Rights, preferences and restrictions attached to Equity Shares: The Company has one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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. (b) Shares reserved for issue under options: The Company has reserved equity shares for issue under the Employee Stock Option Scheme. The Company has also reserved equity shares for issue against warrants allotted on preferential basis to the Promoter Group. Please refer Note 38 on Share Based Payment for details of Employee Stock Option Scheme and Note 4 on Money received against Share Warrants for details of share warrants allotted to the Promoter Group. (i) During the year ended 31st March, 2009, the Company has allotted 376 Equity Shares of Rs. 1/- each and 2,032,734 6% Redeemable Cumulative Preference Shares of Rs. 2/- each fully paid-up to the shareholders of erstwhile Indian Aluminium Company, Limited pursuant to a Scheme of Amalgamation without payment being received in cash. However, 2,032,734 6% Redeemable Cumulative Preference Shares, allotted as above, has been redeemed on 1st April, 2009. 1. Money received against Share Warrants: During the year, the Company has allotted 150,000,000 warrants on a preferential basis to the Promoter Group on 22nd March, 2012 entitling them to apply for and obtain allotment of one equity share of Rs. 1 /- each fully paid-up at a price of Rs. 144.35 per share against each such warrant at any time after the date of allotment but on or before the expiry of 18 months from the date of allotment in one or more tranches. The Company has received Rs. 541.31 crore being 25% against these warrants. The entire amount so received is being utilised for various greenfield and brownfield projects expenditure. (a) Term Loans from Banks Rs. 5,142.99 crore (Previous year Rs. 5,142.99 crore) is secured by the first ranking pari-passu charge on all immovable properties (except greenfield projects i.e. Mahan Aluminium Project, Aditya Aluminium Project, and Aluminium project in the state of Jharkhand) of the company both present and future, and hypothecation of all movable assets (except book debt & current assets and movable assets of greenfield projects) both present and future of the Company. This loan carries interest at the rate of IDBI Bank''s base rate plus 1.25%. As per original loan agreement Rs. 2,146.66 crore, Rs. 2571.49 crore and Rs. 424.84 crore are repayable in FY14, FY15 and FY16, respectively. However, in exercise of its prepayment option without payment of any fees or penalty, the Company has served a notice on all lenders to prepay this loan on June 29, 2012. (b) Term Loans from Banks Rs. 5,890.77 crore (Previous year Rs. Nil) and from other parties Rs. 78.35 crore (Previous year Rs. Nil) are secured by a first ranking charge / mortgage/ security interest in respect of all the immovable and movable properties and assets and all intangible assets for the Mahan Aluminium Project, both present and future, except Current Assets, Cash and investments and a second ranking charge / mortgage/ security interest, in respect of the Current Assets and Cash. Above loans carries interest at the rate of State Bank of India''s base rate plus 1.75% and is repayable in 42 quarterly instalments commencing from September 30, 2013 and ending on December 31, 2023. The repayment in each financial year in percentage is 4.25, 7.75, 9, 9, 10, 10, 10, 10, 10.75, 11 and 8.25 of the loan amount. Post Commercial Operation Date of the Mahan Project, the Company will have an option to prepay all or any portion of this Loan, without payment of Prepayment Penalty within 15 (fifteen) days after any annual Margin Reset Date. (c) Deferred Payment Liabilities represent sales tax deferral which is payable in yearly instalment by FY 2018. (a) Cash Credit, Export Credit etc. granted under the Consortium Lending Arrangement are secured by a first pari passu charge in the form of hypothecation of the entire stocks of raw materials, work-in- process, finished goods, consumable stores & spares and book debts pertaining to the Company''s Aluminium business. Working Capital Loan of State Bank of India for the Copper business is secured by a first charge by way of hypothecation of stocks of raw materials, work-in-process, finished goods and consumable stores & spares of Copper business, both present and future, and second charge on the immovable properties of the Copper business. (b) Payable under Trade Financing Arrangements comprise of unsecured credit availed from Banks for payment to suppliers for raw materials purchased by the Company. The arrangements are interest- bearing and are normally payable within 180 days. (b) Although the book/market value of certain investments (amount not ascertained) is lower than cost, considering the strategic and long term nature of the investments and asset base of the investee companies, in the opinion of the management such decline is temporary in nature and no provision is necessary for the same. (i) Sales of Continuous Cast Copper Rod and Copper Cathode are accounted for provisionally, pending finalization of price. Variations are accounted for in the year of settlement. Final price receivable from sale of Copper for which quotational price was not finalized in previous year, were realigned at year end rate based on LME Rate and additional Sale of Rs. 8.86 crore (Previous year reversal of sales of Rs. 4.99 crore) were accounted for. During the Year final price was settled at Rs. 13.20 crore (Previous year Rs. 13.35 crore) and further sales of Rs. 4.33 crore (Previous year credit for further sales 7 8.36 crore) was taken into account. As on 31st March, 2012, sale of Copper, Gold, Silver and Anode Slime amounting to Rs.737.22 crore (Previous year Rs. 649.40 crore) pending for price finalization were realigned at year-end rate of LME and reversal of sales of Rs. 8.21 crore (Previous year additional sales Rs. 8.86 crore) was accounted for. Actual inflow or outflow is expected on finalization of price. (ii) Include sales of DAP including nutrient based subsidy of P&K Rs. 421.97 crore (Previous year Rs. 367.98 crore). 2. For the year ended 31st March, 2012, the Board of Directors of the Company have recommended dividend of Rs. 1.55 per share (Previous year Rs. 1.50 per share) to equity shareholders aggregating to Rs. 344.89 crore (Previous year Rs. 333.75 crore) including Dividend Distribution Tax. 3. Segment Reporting A Primary Segment Reporting (by Business Segment): (a) The Company has two reportable segments viz. Aluminium and Copper which have been identified in line with the Accounting Standard 17 on Segment Reporting, taking into account the organizational structure as well as differential risk and return of these segments. Details of products included in each segments are as under: (i) Aluminium : Hydrate & Alumina, Aluminium and Aluminium Product. (ii) Copper : Continuous Cast Copper Rods, Copper Cathode, Sulphuric Acid, DAP & Complexes, Gold and Silver. (b) Inter-segment transfers are based on market rates. 4. Share Based Payment Employee Stock Option Scheme The shareholders of the Company has approved on 23rd January, 2007 an Employee Stock Option Scheme (ESOS 2006), formulated by the Company, under which the Company may issue 3,475,000 options to its permanent employees in the management cadre, in one or more tranches, whether working in India or out of India, including the Whole Time Directors of the Company. The shareholders have also approved giving discount upto 30% of the average price of the equity shares of the Company in the immediate preceding seven day period on the stock exchange. The ESOS 2006 is administered by the Compensation Committee of the Board of Directors of the Company (the Committee). Each option when exercised would be converted into one fully paid-up equity share of Rs. 1/- each of the Company. The options will vest in 4 equal annual instalments after one year of the grant. The maximum period of exercise is 5 years from the date of vesting. Further, forfeited/ lapsed options are available to the Committee for grant. These options do not carry rights to dividends or voting rights till the date of exercise. Further, on 23rd September, 2011 the ESOS 2006 has been partially modified by which the Company may now issue 6,475,000 options. However, under the ESOS 2006, so far the Committee has granted 3,545,550 options to its eligible employees in three tranches out of which 706,901 options have been forfeited/ lapsed and are available to the Committee for grant as per term of the Scheme. The compensation cost of stock options granted to employees have been accounted by the Company using the intrinsic value method. Accordingly, Employee benefits expenses includes Rs. 1.29 crore (Previous year Rs. 1.34 crore) being the amortization of intrinsic value for the year ending 31st March, 2012. The weighted average share price at the date of exercise of stock options exercised during the year ended 31st March, 2012 and 31st March, 2011 was Rs. 149.92 and Rs. 206.45 respectively. Fair Valuation: At grant date, the estimated fair value of stock options granted in Tranche I, Tranche II and Tranche III under ESOS 2006 was Rs. 65.78, Rs. 57.11 and Rs. 102.96 respectively. The fair valuation of stock options have been done by an independent valuer using Black and Scholes Model. For fair valuation, expected volatility is based on the historical share price volatility over the past 5 years. The details of stock options granted and the key assumptions taken into account for fair valuation are as under: 5. The Company had formulated a scheme of financial restructuring under Sections 391 to 394 of the Companies Act 1956 (the Scheme) between the Company and its equity shareholders approved by the High Court of Judicature of Bombay to deal with various costs associated with its organic and inorganic growth plan. Pursuant to this, a separate reserve account titled as Business Reconstruction Reserve (BRR) was created during the year 2008-09 by transferring balance standing to the credit of Securities Premium Account of the Company for adjustment of certain expenses as prescribed in the Scheme. Accordingly, the Company has transferred Rs. 8,647.37 crore from Securities Premium Account to BRR and so far Rs. 66.98 crore adjusted against BRR. 6. The Company has terminated Joint Venture with Almex USA Inc. (Almex) on 10th August, 2011 and Almex has sold 8,011,000 equity shares of Hindalco-Almex Aerospace Limited (HAAL) to the Company. HAAL has further issued 133,745,744 equity shares of Rs. 10/- each to the Company towards advance of Rs. 110.19 crore, conversion of unsecured loan Rs. 21.00 crore and interest accrued thereon amounting to Rs. 2.56 crore on 12th September, 2011. Consequently, the Company holds 97.18% of shares in the HAAL and the balance 2.82% is held by Almex. 7. The Company has received a net amount of Rs. 69.81 crore on 9th February, 2012 from its wholly owned subsidiary A V Minerals (Netherlands) B. V. towards return of capital by reducing nominal value of shares from EURO 778.20 to EURO 773.24 per share. The said amount has been adjusted in carrying cost of investment and the foreign exchange gain of Rs. 2.95 crore on this transaction has been netted off from Miscellaneous Expenses under Other Expenses. The Company has various schemes (funded/unfunded) for payment of gratuity to all eligible employees calculated at specified number of days (ranging from 15 days to 1 month) of last drawn salary depending upon the tenure of service for each year of completed service subject to minimum service of five years payable at the time of separation upon superannuation or on exit otherwise. B. In respect of defined Contribution Schemes: (a) As required under Guidance Note on Implementation of Accounting Standard 15 (revised! issued by the ICAI in respect of exempted Provident Fund, the Company has ascertained shortfall in interest payable to the members of Provident Fund based on actuarial valuation and made appropriate provision in the books. The Company contributes 12% of salary for all eligible employees towards Provident Fund managed either by approved trusts or by the Central Government. The amount debited to statement of profit and loss during the year was Rs. 58.30 crore (previous year Rs. 55.00 crore). In view of typical nature of such Provident fund scheme involving defined benefit underpin in respect of interest payable to members as declared by The Employees Provident Fund Organisation, the defined benefit obligation relating to interest shortfall is considered to be Other Long Term Employee Benefits. (b) The Company contributes a certain percentage of salary for all eligible employees in managerial cadre towards Superannuation Funds managed by approved trusts or by Life Insurance Corporation of India. The amount debited to Statement of Profit and Loss during the year was Rs. 11.92 crore (previous year Rs. 10.41 crore). 8. Derivative Financial Instruments (a) The Company has adopted Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by The institute of Chartered Accountants of India so far as it relates to derivative accounting. (b) In the ordinary course of business, the Company is exposed to risks resulting from changes in prices of commodity, exchange rate fluctuation and interest rate movements. It manages its exposure to these risks through derivative financial instruments. It uses derivative instruments such as forwards, futures, swaps and options to manage these risks. These derivative financial instruments reduce the impact of both favourable and unfavourable fluctuations. Except where noted, the derivative contracts are marked- to-market (MTM) and the related gains and losses are included in the Statement of Profit and Loss in the current accounting period. The Company''s risk management activities are subject to the management, direction and control of Risk Management Board (RMB). The RMB is composed of two directors including Managing Director, Chief Financial Officer and other officers and employees selected by the Managing Director. The RMB reports to the Board of Directors on the scope of its activities. The decision of whether and when to execute derivative financial instruments along with its tenure can vary from period to period depending on market conditions and the relative costs of the instruments. The tenure is always linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company is exposed to losses in the event of non-performance by the counterparties to the derivative contracts. All derivative contracts are executed with counterparties that, in our judgment, are creditworthy. The credit levels are reviewed to ensure that there is not an inappropriate concentration of outstanding to any particular counterparty. Commodity Price Risk Copper and Precious Metals This business is conducted under a conversion model. The prices of input and output are derived from the same benchmark and/or are linked to each other through a defined formula. The objective of risk management is to attempt to use derivatives to match the price fluctuations arising out of the timing mismatch in pricing the input and output so as to ''pass through'' the change in input cost to customers to make the margins immune to the fluctuations in prices of the input and output. Aluminium This business is vertically integrated. The main raw material viz. bauxite (mostly mined from own mines) and other purchased raw materials do not have any linkage with the output price which is Aluminium LME prices. When the prices of input(s) and output(s) do not follow the above condition, then risk management attempts to use derivatives so as to protect the margins from adverse movements in prices on either side, i.e. from a rise in input cost or from a fall in output price. As a condition of sale, customers often require the Company to enter into fixed price commitments. These commitments expose the Company to the risk of fluctuating aluminum prices between the time the order is committed and the time that the material is shipped. The Company may enter into derivative financial instruments to mitigate the risk arising out of the fixed price commitments. Consequently, the gain or loss resulting from movements in the price of aluminum on these contracts would generally be offset by an equal and opposite impact on the net sales and purchases being hedged. Foreign Currency Exchange Risk Exchange rate movements, particularly the United States Dollar (USD) and Euro (EUR) against Indian Rupee (INR), have an impact on operating results. In addition to the foreign exchange flow from exports, the commodity prices in the domestic market are derived based on the landed cost of imports in India where LME prices and USD/INR exchange rate are the main factors. In case of conversion business, the objective is to match the exchange rate of outflows and related inflows through derivative financial instruments. With respect to Aluminium business where costs are predominantly in INR, the strengthening of INR against USD adversely affects the profitability of the business and benefits when INR depreciates against USD. The Company enters into various foreign exchange contracts to protect profitability. The Company also enters into various foreign exchange contracts to mitigate the risk arising out of foreign currency exchange rate movement in foreign currency contracts executed with foreign suppliers to procure capital items for its project activities. Embedded derivatives Copper concentrate is purchased on future pricing model based on month''s average LME (in case of copper) / LBMA (in case of gold and silver). Since the value of the concentrate changes with response to change in commodity pricing indices, embedded derivatives (ED) is identified and segregated in the contract. The ED so segregated, is treated like commodity derivative and qualify for hedge accounting. These derivatives are put into a Fair Value hedge relationship with inventory. The objective of hedge designation of the embedded commodity derivative is to offset the volatility in the Statement of Profit and Loss due to change in value of un-priced inventory with response to LME / LBMA. iii. The Company has received a notice dated 24th March, 2007 from collector (Stamp) Kanpur, Uttar Pradesh alleging that stamp duty of Rs. 252.96 crore is payable in view of order dated - 18th November, 2002 of Hon''ble High Court of Allahabad approving scheme of arrangement for merger of Copper business of Indo Gulf Corporation Limited with the Company. The Company is of the opinion that it has a very strong case as there is no substantive/computation provision for levy/calculation of stamp duty on court order approving scheme of arrangement under Companies Act, 1956 within the provisions of Uttar Pradesh Stamp Act, moreover the properties in question are located in the State of Gujarat and thus the collector (stamp) Kanpur has no territorial jurisdiction to make such a demand. It is pertinent to note that the Company in 2003-04 has already paid stamp duty which has been accepted as per the provisions of the Bombay Stamp Act 1958 with regard to transfer of shareholding of Indo Gulf Corporation Limited as per the Scheme of Arrangement. Furthermore, the demand made is on an incorrect assumption. The Company''s contention amongst the various other grounds made is that the demand is illegal, against the principles of natural justice, incorrect, bad in law and malafide. The Company has filed a writ petition before the Hon''able High Court of Allahabad, inter alia, on the above said grounds, which is pending determination. iv. Against the notifications issued by the State Electricity Regulatory Commissions of Uttar Pradesh and Odisha States under the provisions of Electricity Act, 2003 in respect of Renewable Purchase Obligation (RPO), the Company has filed writ petitions before jurisdictional high courts on the ground, inter alia, that RPO cannot be made applicable to captive users and the High Court(s) at Allahabad and Cuttack have granted stay on the applicability of the RPO. Pending disposal of these, no provision has been considered necessary at this stage. v. As per the draft assessment order dated 27th December, 2011 for the Assessment Year 2008- 09 under the provisions of the Income-tax Act, 1961, the Assessing Officer has proposed an addition of Rs. 1,156 crore to the total income of the Company by considering guarantee as provision of service and has imputed a Guarantee Fee at the rate of 10.70% per annum on the loan amount on account of purported arm''s length fee of corporate guarantee provided to foreign banks for granting loan to wholly-owned foreign subsidiary for funding acquisition of Novelis Inc. The Company has filed objections before Dispute Resolution Panel (DRP) against the said order which is pending. As on date no demand has been raised. (b) The Company, along with Aditya Birla Nuvo Limited, Grasim Industries Limited and Birla TMT Holdings Pvt. Limited (the Sponsors), being promoters of Idea Cellular Limited (Idea) has given the following undertakings to the Facility Agent: i. The Sponsors shall collectively continue to hold at least 33% of the equity capital of Idea till the end of FY 2015-16 and shall not without prior written approval of the Facility Agent, divest, transfer, assign, dispose of, pledge, charge, create any lien or in any way encumber 33% of shareholdings in Idea. Consequent upon the infusion of fresh equity capital of Idea, if the Sponsors'' stake gets diluted from 40% to 33% in the equity capital of Idea, the Sponsors agree and undertake to obtain the prior consent of the Rupee Facility Agent and in other circumstances, the Sponsors agree and undertake to obtain the prior consent of the secured lenders representing 51 % of the aggregate outstanding secured loans. ii. The Sponsors shall collectively continue to hold 26% of the equity capital of Idea after FY 2015-16 and shall not without the prior written approval of the Rupee Facility Agent, divest, transfer, assign, dispose of, pledge, charge, create any lien or in any way encumber 26% shareholdings in the capital of Idea. iii. Not without prior approval of the Facility Agent in writing divest shareholdings in the equity capital of Idea that may result in a single investor along with its affiliates holding more than 25% of the equity capital of Idea. (c) As the Sponsor, the Company has executed a Common Rupee Loan Agreement (CRLA) to avail financing of Rs. 4,906 crore for project undertaken by Utkal Alumina International Limited (Utkal), a wholly-owned subsidiary of the Company. Under the CRLA, the Company has following obligations: i. To infuse base equity of Rs. 2,103 crore in Utkal. ii. To ensure that debt: equity ratio in Utkal is always maintained at 70:30. iii. To hold minimum 51% equity shares in Utkal. iv. To bring funds for meeting cost overrun of the project. v. If Utkal exercises its right or requires to replace any lender under the CRLA and to enable to bring other lender to replace such a lender within the permitted time, the Company is required to infuse funds for prepayment of the loan to such lender and for undrawn portion of such rupee lender. 9 The Company is one of the promoter members of Aditya Birla Management Corporation Private Limited (ABMCPL), a Company limited by guarantee which has been formed to provide common facilities and resources to its members, with a view to optimize the benefits of specialization and minimize cost for each member. The Company is one of the participants in the common pool and shares the expenses incurred by ABMCPL and accounted for under appropriate heads. 10 Related Party Disclosures: A List of Related Parties: (a) Enterprises where control exists: i. Subsidiaries: 1 Indal Exports Limited (dissolved on 4th March, 2011) 2 Minerals & Minerals Limited 3 Aditya Birla Chemicals (India) Limited 4 Utkal Alumina International Limited 5 Suvas Holdings Limited 6 Renukeshwar Investments & Finance Limited 7 Renuka Investments & Finance Limited 8 Dahej Harbour and Infrastructure Limited 9 Lucknow Finance Company Limited 10 Hindalco-Almex Aerospace Limited 11 HAAL USA Inc. 12 Tubed Coal Mines Limited 13 East Coast Bauxite Mining Company Private Limited 14 Mauda Energy Limited 15 Birla Resources Pty Limited 16 Aditya Birla Minerals Limited 17 Birla Maroochydore Pty Limited 18 Birla Nifty Pty Limited 19 Birla Mt. Gordon Pty Limited 20 AV Minerals (Netherlands) B.V. 21 AV Metals Inc. 22 AV Aluminum Inc. (merged with Novelis Inc. w.e.f. 29th September, 2010) 23 Novelis Inc. 24 Albrasilis - Aluminio do Brazil Industria e Comercia Ltda 25 Novelis do Brasil Ltda. 26 4260848 Canada Inc. 27 4260856 Canada Inc. 28 Novelis Cast House Technology Ltd. 29 Novelis No. 1 Limited Partnership 30 Novelis Foil France SAS 31 Novelis Lamines France SAS 32 Novelis PAE SAS 33 Novelis Aluminium Beteiligungs GmbH 34 Novelis Deutschland GmbH 35 Novelis Aluminium Holding Company 36 Novelis Italia SpA 37 Novelis Luxembourg SA 38 Aluminum Company of Malaysia Berhad 39 Alcom Nikkei Specialty Coatings Sdn Berhad 40 Al Dotcom Sdn Berhad 41 Novelis (India) Infotech Ltd. 42 Novelis de Mexico SA de CV 43 Novelis Korea Ltd. 44 Novelis AG 45 Novelis Switzerland SA 46 Novelis Europe Holdings Limited 47 Novelis UK Ltd. 48 Aluminum Upstream Holdings LLC (Delaware) 49 Eurofoil, Inc. (USA) (New York) 50 Logan Aluminium Inc. (Delaware) 51 Novelis Corporation (Texas) 52 Novelis Madeira, Unipessoal, Limited '' 53 Novelis Services Limited 54 Novelis Brand LLC (Delaware) 55 Novelis PAE Corp (Delaware) 56 Novelis South America Holdings LLC 57 Evermore Recycling LLC 58 8018227 Canada Inc. 59 8018243 Canada Limited 60 Novelis Acquisitions LLC (Delaware) 61 Novelis North America Holdings Inc. (Delaware) 62 Novelis Delaware LLC (Delaware) (b) Other Related Parties: i. Associates: 1 Aditya Birla Science and Technology Company Limited 2 Idea Cellular Limited 3 Aluminium Norf GmbH 4 Consorcio Candonga 5 MiniMRF LLC (Delaware) 6 Deutsche Aluminium Verpackung Recycling GmbH 7 France Aluminium Recyclage SA ii. Joint Ventures: 1 Mahan Coal Limited 2 Hydromine Global Minerals (GMBH) Limited iii. Trust of the Company: 1 Trident Trust iv. Key Managerial Personnel: Mr. D. Bhattacharya -Managing Director 11 The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31st March,2012 are prepared as per Revised Schedule VI. Previous year figures have been reclassified/regrouped to conform to this year''s classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries. |
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| Source : Dion Global Solutions Limited | |
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