I. Contingent Liabilities As at As at
31.03.2011 31.03.2010
Rs. Crore Rs. Crore
(i) Counter Indemnities given to
Banks, in respect of contracts
(a) For works in India
(Secured on all the assets) 2,058.31 1,619.53
(b) *For works abroad (secured by
ECGC counter guarantees) 225.77 202.93
*(Converted in rupees at the
rate fixed by the Bank)
(ii) Claims not acknowledged as debts
by the Company. 2.57 2.69
(iii) Income Tax Liability (AY 2008-09)
that may arise in respect of
which Company is in appeal 163.80 —
(The Income Tax Officer has raised
the demand which is mainly on
claims raised in subsequent year
which are yet to be approved by the
client. As this is contrary to
Income Tax Appellate Tribunals
decision in favour of the Company
on similar grounds, the Company has
contested the matter in the appeal
& is confident of reversal of
demand.)
(iv) Sales Tax liability / Works
Contract Tax liability that may arise
in respect of matters in appeal 18.71 14.26
(Net of an amount of Rs. 0.53 Crore
(previous year Rs. 0.53 crore)
recoverable from Clients as per the
terms of contract)
(v) Bills discounted and Retention
receivable with banks 107.27 165.98
(vi) Corporate Guarantees:
The Company has provided an
undertaking to pay in the
event of default
on loan given by a bank to
subsidiary, fellow
subsidiary and Joint
Ventures.
a) Pune Paud Toll Road
Company Limited 9.77 14.36
b) Lavasa Corporation Limited 606.55 555.44
c) HCC Real Estate Limited 65.00 423.93
d) Nirmal BOT Limited — 6.18
e) Charosa Wineries Limited 50.00 22.00
f) HCC Concessions Limited (Formerly
HCC Infrastructure Limited) 100.00 —
vii) A client, New Tirupur Area Development Corporation Limited has
wrongfully encashed performance Bank Guarantee amounting to Rs. 27.40
crore in the year 2007-08 which is disputed by the Company. The Company
has been legally advised that it has a good case on merits and
therefore has invoked arbitration provisions of the contract. Pending
resolution of the dispute the encashed Bank Guarantee is considered as
a current asset.
II. Notes :
1. Advances from contractees of Rs. 1538.65 Crore (previous year Rs.
736.28 Crore) have been guaranteed by Companys bankers to the extent
of Rs. 1069.49 Crore (previous year Rs. 692.85 Crore).
2. Commitment for capital expenditure is Rs. 65.16 Crore (previous
year Rs. 74.28 Crore).
3. (a) Sub-contract, transportation, hire etc. include insurance Rs.
36.36 Crore (previous year Rs. 31.05 Crore), rates and taxes Rs. 165.31
Crore (previous year Rs. 130.06 Crore) and lease rent Rs. 17.23 Crore
(previous year Rs. 7.02 Crore).
(b) Light vehicle expenses grouped under construction expenses include
insurance Rs. 1.74 Crore (previous year Rs. 2.15 Crore) and taxes Rs.
0.12 Crore (previous year Rs. 0.10 Crore). No allocation is made to it
for petrol and maintenance at the sites.
4. Loans and Advances include an amount due from an Officer of the
Company Rs. 0.07 Crore (previous year Rs. 0.09 Crore). Maximum amount
outstanding during the year Rs. 0.09 Crore (previous year Rs. 0.12
Crore).
5. i) The Company has taken various construction equipments and
vehicles under non cancelable operating leases.
ii) The lease agreement provides for an option to the Company to renew
the lease period at the end of the non cancelable period. There are no
exceptional/restrictive covenants in the lease agreements.
6. The Income-tax assessments of the Company have been completed upto
the accounting year ended 31st March, 2008. Several appeals preferred
by the Company are pending before appellate authorities. Deferred Tax
liability for the year ended 31st March, 2011 has been provided on the
estimated tax computation for the year.
7. The Company has a single segment namely Engineering &
Construction. Therefore, the Companys business does not fall under
different business segments as defined by AS 17- Segmental Reporting
issued by ICAI.
8. (a) Contracts executed by the following Joint Ventures are
accounted for as per accounting policy No. 12(a).
i) HCC-Van Oord Joint Venture ix) HCC - MEIL - CBE Joint Venture
ii) Samsung - HCC Joint Venture x) HCC - MEIL - BHEL Joint Venture
iii) L & T - HCC Joint Venture xi) HCC - MEIL - SEW - AAG Joint Venture
iv) HCC - KBL Joint Venture xii) HCC - MEIL - SEW Joint Venture
v) HCC - NCC Joint Venture xiii) HCC - Halcrow Joint Venture
vi) HCC - CEC Joint Venture xiv) HCC - Laing-Sadbhav
vii) HCC - NOVA Joint Venture xv) HCC - MEIL - NCC- WPIL Joint Venture
viii) HCC - CPPL Joint Venture xvi) MEIL - IVRCL - HCC - WPIL Joint
Venture
9. In accordance with Accounting Standard 11 (Revised) the net
exchange Gain credited to profit & loss account is Rs. 8.60 crore
(previous year Loss Rs. 1.35 Crore).
The Company had created Foreign Currency Monetary Items Translation
Difference in (FCMT) account for accounting of long term monetary
exchange fluctuations in terms of the Companies Accounting Standards
Ammendment Rules 2009. During the current year the Company has fully
charged off the balance lying in FCMT account of Rs. 2.17 crores in
terms of these rules.
10. The Company issued at par 1,000 Zero Coupon Convertible Bonds due
2011 of US ,00,000 each and 2,69,54,200 Global Depository Shares
(GDSs) for an issue price of US $ 3.71 each aggregating to US $ 200
million. (Rs. 891.60 Crore as on the date of issue) in the year 2005-06
to finance capital expenditure, acquisitions, investment in Companys
real estate subsidiary and any other use as may be
permitted under applicable law or by relevant regulatory bodies from
time to time . The Bondholders had an option of converting these Bonds
into shares at an initial conversion price of Rs. 248.08 per share with
a fixed rate of conversion of Rs. 44.58 = US at any time on or after
11th May, 2006 up to 18th February, 2011. The Bonds were also
redeemable at the option of the Company at least at 130% of the early
redemption amount at any time on or after 14th April, 2009 upto 18th
February, 2011. Unless previously redeemed, converted or purchased and
cancelled , the Bonds were to be redeemed on 1st April, 2011 at
137.7139% of their principal amount.
The Offering Circular provided for an adjustment to the conversion
price of the FCCBs in the event of the Company making a fresh issue of
its equity shares for a consideration that is less than the Current
Market Value of the equity shares as on the date on which the Company
fixes the consideration or in the event the Company makes bonus issue
of its equity shares.
Pursuant to the issuance of fresh equity shares to QIBs, the Company
had revised the conversion price of the FCCBs from Rs. 248.08 to Rs.
246.02 in July 2009. Further, pursuant to the issuance of bonus equity
shares on 12th August, 2010 the Company revised the conversion price of
the FCCBs from Rs. 246.02 to Rs. 123.01.
In terms of the agreement with principal agent; the Company has
unconditionally remitted the amount of Rs. 598.50 crores (including
premium on redemption of the FCCB) to the Principal Agent on 31 March,
2011, to discharge the FCCB maturing on April 1, 2011. The Companys
Liability has accordingly been extinguished on remittance. The
Principal Agent has confirmed discharge of the payment to the Bond
Holders. Premium payable on redemption of FCCBs till 31st March, 2011
has been adjusted net of tax to the Securities Premium Account. Tax
Payable @ 12.4512% is proportionately adjusted against securities
premium.
11. Intangible assets (ERP) includes compatible software Rs. 6.22
Crore (previous year Rs. 0.94 Crore).
12. Disclosure as per Clause 32 of the Listing agreement and as per
Schedule VI of the Companies Act, 1956.
i) Inter Corporate Deposits are repayable on demand and interest is
charged at market rates except interest free loan to the tune of Rs.
25.50 crores to Pune Paud Toll Road Company Limited with effect from
1st October, 2010.
E. Accumulated compensated absences (non vesting)
Actuarial valuation of sick leave has been made on 31.03.2011.
Provision in respect of this benefit amounts to Rs. 2.17 crore for the
financial year ending 31.03.2011 (previous year Rs. 1.54 Crore).
13. Disclosure in accordance with Accounting Standard -18 Related
Party Transactions
A. Names of Related Parties & Nature of Relationship a) Subsidiaries &
its Subsidiaries:
1) Hincon Technoconsult Ltd.
2) Western Securities Ltd.
3) Pune Paud Toll Road Company Ltd.
4) HCC Real Estate Ltd.
5) HCC Singapore Enterprises Pte Ltd.
6) HCC Mauritius Enterprises Ltd.
7) Nirmal BOT Ltd.
8) HCC Aviation Ltd.
9) Badarpur Faridabad Tollways Ltd.
10) HCC Concessions Ltd. (Previously HCC Infrastructure Ltd.)
11) HCC Infrastructure Company Ltd.
12) HCC Construction Ltd.
13) Panchkutir Developers Ltd.
14) Highbar Technologies Ltd.
15) Baharampore-Farakka Highways Ltd.
16) Farakka-Raiganj Highways Ltd.
17) Raiganj-Dalkhola Highways Ltd.
18) HRL Township Developers Ltd.
19) HRL (Thane) Real Estate Ltd.
20) Maan Township Developers Ltd.
(Previously Hinjewadi Township Ltd.)
21) Nashik Township Developers Ltd.
22) Charosa Wineries Ltd.
23) Powai Real Estate Developers Ltd.
24) Lavasa Corporation Ltd.
25) HCC Realty Ltd.
26) Lavasa Hotels Ltd.
27) Osprey Hospitality Ltd.
28) Mugaon Luxury Hotels Ltd.
29) Appolo Lavasa Health Corporation Ltd.
30) Our Home Services Apartments Ltd.
31) Hill City Service Apartments Ltd.
32) Kart Racers Ltd.
33) Rosebay Hotels Limited
34) Warasgaon Valley Hotels Limited
35) Dasve Business Hotels Ltd.
36) Dasve Convention Centre Ltd.
37) Lakeshore Watersport Company Ltd.
38) Lakeview Clubs Ltd.
39) Dasve Hospitality Institutes Ltd.
40) Dasve Retails Ltd.
41) Spotless Laundry Services Ltd
42) Lavasa Bamboocraft Ltd.
43) Green Hill Residences Ltd.
44) Future City Multiservices SEZ Ltd. (Previously Minfur Interior
Technologies Ltd.)
45) Full Spectrum Adventure Ltd.
46) My City Technology Ltd.
47) Reasonable Housing Ltd.
48) Starlit Resort Limited
49) Rhapsody Commercial Space Ltd.
(Previously Rhapsody Hospitality Ltd.)
50) Sirrah Palace Hotels Ltd.
51) Andromeda Hotels Ltd.
52) Valley View Entertainment Ltd.
53) Whistling Thrush Facilities Services Ltd.
54) Warasgaon Power Supply Ltd.
55) Sahyadri City Management Ltd.
56) Warasgaon Tourism Ltd.
57) Klemanor Investments Ltd. (w.e.f. 24.3.2010)
58) Karl Steiner AG, Switzerland
59) Warasgaon Infrastructure Providers Ltd.
60) Nature Lovers Retail Limited
61) Steiner Promotions et Paricipations SA
62) Eurohotel SA
63) VM+ST AG
64) Steiner (Deutschland) GmbH
65) Steiner Léman SAS
66) SNC Valleiry Route de Bloux
67) Highbar Technologies FZLLC
b) Integrated Joint Ventures:
i) Nathpa Jhakri Joint Venture
ii) HCC-Pati Joint Venture
iii) Kumagai-Skanska-HCC-Itochu Group
iv) HCC-L & T Purulia Joint Venture
v) Alpine - Samsung - HCC Joint Venture
vi) Alpine - HCC Joint Venture
vii) Dhule Palesner Tollway Ltd.
viii) ARGE Prime Tower, Zürich
c) Other Related Parties:
1) Hincon Holdings Ltd.
2) Vikhroli Corporate Park (ceased to exist with effect from
28.06.2010)
3) Vikhroli Corporate Park Pvt. Ltd.(with effect from 22.7.2010)
4) Knowledge Vista Ltd. (Previously GDXT Oxford International School
Ltd.) (ceased to be subsidiary with effect from 23.04.2010)
5) Gulabchand Foundation (formed under section 25 of Companies Act,
1956)
6) Hincon Finance Ltd.
7) Warasgaon Lake View Hotels Limited (Previously known as Lavasa Star
Hotel Limited)
8) Verzon Hospitality Ltd.
9) Evostate AG, Zürich
10) MCR Managing Corp. Real Estate, Zürich
11) Projektentwicklungsges. Parking Kunstmuseum AG, Basel
B. Key Management Personnel
i) Shri Ajit Gulabchand Chairman & Managing Director
ii) Shri Vinayak Deshpande President (EPC & Construction) iii) Shri
Praveen Sood Group Chief Financial Officer
iv) Shri V. P. Kulkarni Company Secretary
22. Employees Stock Option Scheme:
a. Options granted
i) The Company offered 44,58,800 Stock
Options on April 25, 2008 (each option carrying entitlement for one
equity share of the face value of Re.1/- each) at a price of Rs.132.50
per equity share. Out of the total Stock Options offered, 8,98,180 have
been lapsed on account of resignation / retirement by employees. In
accordance with the approval of the Board of Directors and the
Shareholders of the Company, the ESOP Compensation Committee at its
meeting held on July 20, 2009 had repriced 41,31,600 options at Rs.
104.05 per equity share ii) The ESOP Compensation committee at its
meeting held on 23rd October 2008 granted 1,93,750 options at an
exercise price of Rs. 43.40 per equity share. The ESOP Compensation
Committee of the Company at its Meeting held on August 12, 2010 has
decided to double the number of employee stock options (vested and
unvested but not exercised and in-force as on the Record Date i.e.
August 11, 2010) and halved the exercise price on account of issuance
and allotment of Bonus Equity Shares in the proportion of 1:1
Accordingly, 35,53,760 employee stock options in–force granted by the
Company on April 25, 2008 have been doubled i.e. 71,07,520 and the
exercise price in respect of the same has been halved i.e. it has been
reduced from Rs. 104.05 to Rs. 52.03 and 1,93,750 employee stock
options granted by the Company on October 23, 2008 have been doubled
i.e. 3,87,500 and the exercise price in respect of the same has been
halved i.e. it has been reduced from Rs. 43.40 to Rs. 21.70.
b. Settlement Through Equity Shares.
25. During the year, the Company has acquired 66% stake in Zurich-
based Karl Steiner AG, which is engaged in the business of building
construction after obtaining all regulatory approvals in India and in
Switzerland, for a total consideration of Rs. 142.66 Crores, through
its wholly owned subsidiary HCC Mauritius Enterprises Ltd.
26. (a) Lavasa Corporation Ltd., a subsidiary has issued Deep Discount
Convertible Debentures (DDCD) & Compulsory Convertible Preference
Shares (CCPS) convertible into ordinary shares. The particulars, terms
of issue and the status of conversion as at March 31, 2011 are as
under:
i) Axis Bank has subscribed Rs. 225 crores in the form of Deep Discount
Convertible Debentures (DDCD). This DDCD carry a coupon of 3.52% per
annum on the face value of DDCD and have a maximum tenor of 5 years.
The investor has an option to convert DDCD into equity shares of the
Company at anytime within 5 years at an equity valuation of Rs. 10,000
crores from the closing date or at the time of Initial Public Offer
(IPO) whichever is earlier. This DDCD is compulsorily convertible at
the end of 5 years at an equity valuation of Rs. 10,000 crores. The
Investor and HCC Ltd. have a put/call option respectively to sell /
purchase the DDCD from 36th months upto 60th months from the closing
date. During the year, the above DDCD is sub-divided into 225 DDCDs of
a face value of Rs. 1,72,17,777.78 each.
ii) Bank of India has subscribed Rs. 150 crores in the form of Deep
Discount Convertible Debentures (DDCD). This DDCD carry a coupon of
6% per annum on the subscription amount and have a maximum tenor of 5
years. The investor has an option to convert DDCD into equity shares at
anytime within 5 years from the closing date at an equity valuation of
Rs. 10,000 crores or at the time of Initial Public Offer (IPO)
whichever is earlier. DDCDs are compulsorily convertible at the end of
5 years at an equity valuation of Rs. 10,000 crores. The Investor and
HCC Ltd. have a put /call option respectively to sell / purchase the
DDCD at the end of 39th, 48th and 60th month from the closing date.
During the year, the above DDCD is sub-divided into 15 DDCDs of a face
value of Rs. 15,66,10,153 each. on 15th November, 2010 the Company has
pre-paid 9 DDCDs.
iii) Allahabad Bank has subscribed Rs. 50 crores in the form of Deep
Discount Convertible Debentures (DDCD). This DDCD carry a coupon of
6% per annum on the subscription amount and have a maximum tenor of 5
years. The investor has an option to convert DDCDs into equity shares
at anytime within 5 years from the closing date at an equity valuation
of Rs. 10,000 crores or at the time of Initial Public Offer (IPO)
whichever is earlier. DDCDs are compulsorily convertible at the end of
5 years at an equity valuation of Rs. 10,000 crores. The Investor and
HCC Ltd. have a put /call option respectively to sell / purchase the
DDCD at the end of 39th, 48th and 60th month from the closing date.
iv) IndusInd Bank has subscribed Rs. 50 crores in the form of Deep
Discount Convertible Debentures (DDCD). This DDCD carry a coupon of
6% per annum on the subscription amount and have a maximum tenor of 5
years. The investor has an option to convert DDCD into equity shares of
the Company at anytime within 5 years from the closing date at an
equity valuation of Rs. 10,000 crores. The Investor and HCC Ltd. have a
put/call option respectively to sell / purchase the DDCD at the end of
36th, 48th and 60th month from the closing date.
v) Andhra Bank had subscribed Rs. 25 crores in the form of Deep
Discount Convertible Debentures (DDCD). This DDCD carried a coupon of
6% per annum on the subscription amount and had a maximum tenor of 5
years. The investor had an option to convert DDCD into equity shares at
anytime within 5 years from the closing date at an equity valuation of
Rs. 10,000 crores or at the time of Initial Public Offer (IPO)
whichever is earlier. This DDCD was compulsorily convertible at the end
of 5 years at an equity valuation of Rs. 10,000 crores. The Investor
and HCC Ltd. had a put /call option respectively to sell / purchase the
DDCD at the end of 39th, 48th and 60th month from the closing date. On
3rd September, 2010 the Company has pre-paid the full outstanding
amount of the said DDCD.
vi) United Bank of India had subscribed Rs. 50 crores in the form of
Deep Discount Convertible Debentures (DDCD). This DDCD carried a
coupon of 6% per annum on the subscription amount and had a maximum
tenor of 5 years. The investor had an option to convert DDCD into
equity shares at anytime within 5 years from the closing date at an
equity valuation of Rs. 10,000 crores or at the time of Initial Public
Offer (IPO) whichever is earlier. This DDCD was compulsorily
convertible at the end of 5 years at an equity valuation of Rs. 10,000
crores. The Investor and HCC Ltd. had a put /call option respectively
to sell / purchase the DDCD at the end of 39th, 48th and 60th month
from the closing date. On 23rd November, 2010
the Company has pre-paid the full outstanding amount of the said DDCD.
vii) Allahabad Bank has subscribed Rs. 50 crores in the form of Deep
Discount Convertible Debentures (DDCD). This DDCD carry a coupon of
6% per annum on the subscription amount and have a maximum tenor of 5
years. The investor has an option to convert DDCDs into equity shares
at anytime within 5 years from the closing date at an equity valuation
of Rs. 10,000 crores or at the time of Initial Public Offer (IPO)
whichever is earlier. DDCDs are compulsorily convertible at the end of
5 years at an equity valuation of Rs. 10,000 crores. The Investor and
HCC Ltd. have a put /call option respectively to sell / purchase the
DDCD at the end of 39th, 48th and 60th month from the closing date.
viii) ICICI Bank Limited has subscribed Rs. 250 crores in the form of
Deep Discount Convertible Debentures (DDCD). This DDCD carry a
coupon of 6% per annum on the subscription amount and have a maximum
tenor of 5 years. The investor has an option to convert DDCDs into
equity shares at anytime within 5 years from the closing date at an
equity valuation of Rs. 10,000 crores or at the time of Initial Public
Offer (IPO) whichever is earlier. DDCDs are compulsorily convertible
at the end of 5 years at an equity valuation of Rs. 10,000 crores. The
Investor and HCC Ltd. have a put /call option respectively to sell /
purchase the DDCD at the end of 36th, 48th and 60th month from the
closing date.
ix) Axis Bank has subscribed Rs. 25 crores in the form of Compulsory
Convertible Preference Shares (CCPS). This CCPS carry a coupon of
0.001% per annum on the subscription amount of CCPS. The CCPS have a
maximum tenor of 5 years. The Investor has an option to convert the
CCPS into equity shares of the Company at any time within 5 years from
the Closing Date. Axis Bank and HCC Ltd. have the put /call option
respectively to sell / purchase the CCPS at the end of 36th, 48th and
60th month from the closing date.
(b) Lavasa Corporation Ltd., a subsidiary has issued Non Convertible
Debentures (NCD). The particulars, terms of issue as at March 31, 2011
are given below:
i) Jammu & Kashmir Bank Limited had subscribed Rs. 100 crores in the
form of Deep Discount Convertible Debentures (DDCD). On 3rd September
2010, vide supplementary agreement, bank has converted the existing
DDCD into 1 (one) Non Convertible Debenture (NCD) aggregating Rs. 100
crores for the tenor of 5 years. This NCD carry a coupon rate of
10.75% per annum, payable quarterly on subscription amount. The
investor and HCC Ltd. have a put/call option respectively to sell/
purchase the NCD at the end of 39th, 48th and 60th month from the
closing date.
ii) Bank of India has subscribed Rs. 105 crores in the form of 1050 Non
Convertible Debentures (NCD) of face value Rs. 10,00,000 each on 19th
November 2010 for the tenor of 3 years. These NCD carry a coupon rate
of 12.50% per annum, payable yearly on subscription amount. The
investor and HCC Ltd. have a put/call option respectively to sell/
purchase the NCD at the end of 15th, 24th and 36th month from the
closing date. The said NCD are listed on Bombay Stock Exchange (BSE) on
13th January 2011.
27. (i) The Company has invested Rs. 5.44 Crore in Pune Paud Toll Road
Company Ltd. (PPTRCL), a subsidiary and has also given interest free
loan of Rs. 25.5 Crore. The Networth of PPTRCL is negative as on 31st
March 2011 as the accumulated losses of the Company at Rs. 29.75
crores have exceeded the paid up
share capital of the Company amounting to Rs. 6.06 Crores by Rs. 23.70
Crores. Following are the positive developments:- a) Management is
expecting that the toll collection would accelerate during the balance
tenure part of the Concessions period due to the economic development
of the area and in particular due to the large scale township
development namely, LAVASA and the planned ring road development
extending the municipal limits of city of Pune beyond present toll
plaza.
b) The Company has also taken up the matter with appropriate
authorities, the issue of local peoples resistance to pay toll charges
and frequent disturbance created including damage to the toll plaza
resulting in significant impact on toll collection and requested them
to arrive at remedial measures.
c) The PPTRCL has also started discussion with the appropriate
authorities to restructure Concession terms to compensate for the lower
revenue.
(ii) The Company has invested in HCC Aviation Limited (HAL), a wholely
owned subsidiary Rs. 0.05 Crore and has given an advance of Rs. 11.29
Carore. The Networth of HAL is negative as on 31st March, 2011 as the
accumulated losses of the Company of Rs. 8.55 Crores have exceeded the
paid up share capital of the Company amounting to Rs. 0.05 Crores by
Rs. 8.50 Crores.
On consideration of the long term business outlook and future growth
plans, in the above subsidiaries, the management is of the opinion that
losses in both the companies are temporary in nature and going concern
nature of the business is not adversely affected. In view of the above,
no diminution in the value of investment is required and the loans and
advances given are fully recoverable.
28. Figures for the previous year have been regrouped/recast, wherever
necessary.
29. * represent amount less than Rs. 1,00,000.
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