* Ceramic Decorators Limited have been merged with Bra Bourne Commerce
Limited with effect from April 1, 2010 as per Scheme of Arrangement
duly passed by Hon''ble High Court of Calcutta vide its order dated
August 9, 2011.
# Noble Enclave & Towers Private Limited and Topaz Commerce Limited
have been merged with Spotlight Vanjya Limited with effect from April
1, 2010 as per Scheme of Arrangement duly passed by Hon''ble High Court
of Calcutta vide its order dated December 20, 2011.
1.1 In respect of 14,641,600 Equity Shares held by HNG Trust and ACE
Trust, the Trustees had informed the Company of their decision to
forego their rights to dividend on shares held by them for the year
2010-11 and accordingly dividend was not declared on these shares.
Consequently, Proposed Dividend and Dividend Distribution Tax amounting
to Rs.219.62 Lacs and Rs.35.63 Lacs respectively has been written back
during the year.
1.2 Term Loan from Banks and Financial Institutions are secured by
first charge ranking paripassu on all immovable properties by way of
equitable mortgage and hypothecation of all moveable properties both
present and future of the Company and second charge ranking pari-passu
on entire current assets of the Company, both present and future, save
and except specific assets exclusively hypothecated in favour of
Rupee Term Loan from others are secured by pledge of Equity Share held
by HNG and ACE Trust.
Vehicle Finance Loans are secured against fixed assets obtained under
finance lease arrangements.
1.1 Working Capital Facilities (Fund Based and Non Fund Based) from
banks are secured by hypothecation of entire Current Assets of the
Company, both present and future and second charge on entire Fixed
Assets of the Company in favour of consortium bankers led by State Bank
1.2 The Company had entered into certain derivative transactions in
earlier years which are being disputed by the Company. However, in
pursuance of announcement dated March 29, 2008 of The Institute of
Chartered Accountants of India on Accounting for Derivatives and as
a matter of prudence the claims as crystallised as on the date of knock
out intimation on such transaction in earlier years and interest
thereon amounting to Rs. 3,227.51 Lacs (including Rs. 2,827.18 Lacs
provided in the previous year) remains provided and included in the
above provision. The matters are subjudice and the Company has been
legally advised that these contracts are void ab-initio.
1.3 The Company has provided for Minimum Alternate Tax (MAT). The
Company is entitled to MAT Credit and accordingly based on evidences
MAT Credit of Rs.1,450 Lacs (P Y Rs.NIL) has been recognised in these
1.4 In terms of Scheme of Arrangement pursuant to the Order of
Hon''ble High Court of Calcutta dated April 7, 2008
(a) and by the Hon''ble High Court, Delhi dated March 19, 2008 (the
Scheme) sanctioning the amalgamation of Ace Glass Containers Limited
(AGCL) with the Company, 1,368,872 and 2,141,448 equity shares of Rs.
10/- each of the Company issued in lieu of the shares of the Company
held by AGCL and shares of AGCL held by the Company were transferred to
ACE Trust and HNG Trust respectively in earlier years for the sole
benefit of the Company. Out of the shares so transferred 6,844,360 and
7,797,240 equity shares of Rs. 2/- each of the Company (after
subdivision of 1 equity share of Rs. 10/- each into 5 equity shares of
Rs. 2/- each w.e.f. November 13, 2009) are held by ACE Trust and HNG
Trust respectively as on 31st March 2012.
1.5 In view of the shares being held for the sole benefit of the
Company as mentioned above and book value thereof
(b) as such not being Company''s investments representing the value of
the beneficial interest recoverable from the Trust, these have no
longer been so classified in the accounts of the Company. Accordingly,
these have been shown as deduction from the Shareholders'' Fund and
adjusted against the General Reserve of the Company. Consequent to
this, General Reserve and Investments are lower to that extent.
However, this does not have any impact on the profit of the Company for
1.6 Receipt from the Trusts on account of beneficial interest will
be credited to the Capital Reserve.
1.7 Inventories of Stores and Spare Parts include items, which are
lying since earlier years. A provision of Rs. 729.97 Lacs (P Y. Rs.
685.15 Lacs) towards obsolescence is carried in the books and the
Management is of the opinion that the same is adequate and no further
provision is required there against.
1.8 Inventories includes items lying with third parties.
1.9 The accounts of some of the customers are pending reconciliation
1.10 A provision is carried in the books against doubtful debts and
the Management is of the opinion that the same is adequate and no
further provision is required there against.
1.11 A provision of Rs.32.50 Lacs (P.Y. Rs.46.04 Lacs) is carried in
the books against credit notes issuable to customers and the Management
is of the opinion that the same is adequate and no further provision is
required there against.
* Appeal filed before Tax Board, Rajasthan
** Challenged by the other body and pending before Hon''ble Supreme
On the basis of current status of individual cases and as per the legal
advice obtained, wherever applicable the Management is of the view that
no provision is required in respect of these cases. Further cash
outflow in respect of item no. (iii) to (xii) as mentioned above is
dependent upon outcome of final judgment/decision.
1.12 In the opinion of the Management/Board of Directors, the Loans
and Advances have a value on realization in the ordinary course of
business at least equal to the amount at which they are stated in the
2. RELATED PARTY DISCLOSURES
I Names of the related parties and nature of relationship
A) Subsidiary Companies
Glass Equipment (India) Limited (GEIL)
Quality Minerals Limited (QML)
HNG Global GmbH (HNGGG)
B) Associate Company
HNG Float Glass Limited (HNGFL)
C) Key Management Personnels and their relatives
(i) Mr. C. K. Somany - Chairman and Non Executive Director (Relative of
Key Management Personnel)
(ii) Mr. Sanjay Somany - Vice Chairman and Managing Director and Key
(iii) Mr. Mukul Somany - Vice Chairman and Managing Director and Key
(iv) Mr. Rakesh Kumar Sharma - Executive Director and Key Management
D) Enterprises over which any person described in [C (i) to (iv)] above
is able to exercise significant influence and with whom the Company has
transactions during the year.
AMCL Machinery Limited (AMCL)
Brabourne Commerce Private Limited (BCPL)
Mould Equipment Limited (MEL)
Rungamatte Trexim Private Limited (RTPL)
Somany Foam Limited (SFL)
Spotlight Vanjya Limited (SVL)
The Company has acquired certain assets under financial lease, the cost
of which is included in the Gross Blocks of Buildings and Vehicles. The
lease term is 75 years for Building. The lease term is 3 years for
Vehicles, after which the legal title will pass on the Company. The
lease item has been recognised as an asset at the present value of the
minimum lease payments. Minimum lease payments payable in future at the
balance sheet date and their present value are as under:
4. DEFERRAL/CAPITALISATION OF EXCHANGE DIFFERENCES
The Ministry of Corporate Affairs (MCA) has issued the amendment dated
December 29, 2011 to AS 11 - The Effects of Changes in Foreign Exchange
Rates, to allow Companies deferral/capitalisation of exchange
differences arising on Long-term Foreign Currency Monetary Items.
In accordance with the amendment to AS-11, the Company has
capitalised/decapitalised exchange loss/gain respectively arising on
long-term foreign currency loan, amounting to Rs. 195.15 Lacs (P.Y. NIL
) to the Capital Work-in-Progress. The Company does not have any other
Long-term Foreign Currency Monetary Item. Hence, the amount of exchange
loss deffered in the Foreign Currency Monetary Item Translation
Difference Account is Rs. NIL (PY. Rs. NIL)
5. Figures for P. Y. have been regrouped and/or rearranged wherever
6. Till the year ended March 31, 2011, the Company was using
pre-revised Schedule VI to the Companies Act, 1956, for the preparation
and presentation of its Financial Statements. During the year ended
March 31, 2012, the revised Schedule VI notified under the Companies
Act 1956, has become applicable to the Company. The Company has
reclassified P Y. figures to conform to this year''s classification. The
adoption of revised Schedule VI does not impact recognition and
measurement principles followed for preparation of Financials
Statements. However, it significantly impacts presentation and
disclosures made in the Financial Statements, particularly presentation
of Balance Sheet.