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-2.65 (-2.67%)| Notes to Accounts | Year End : Mar '12 |
1. Basis of Preparation:
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The financial statements have been prepared under
historical cost convention on accrual basis except in case of assets
for which revaluation is carried out. The financial statements comply
in all material respects with the Accounting Standards notified under
the Companies Accounting Standard Rules, 2006 (as amended) and the
relevant provisions of the Companies Act, 1956 of India (the
Act). The accounting policies have been consistently applied by
the Company, except for the change in accounting policy explained
below.
The operating cycle in case of projects division comprising of turnkey
projects which forms a part of engineering segment is determined for
each project separately based on the expected execution period of the
contract. In case of the other divisions the company has ascertained
its operating cycle as twelve months.
(a)Terms/rights attached to equity shares
The company has only one class of equity shares having a par value of
Rs. 10 per share. Each holder of equity shares is entitled to one vote
per share. The company declares and pays dividends in Indian rupees.
The dividend proposed by the Boards of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
During the year ended 31st March 2012, the amount of per share dividend
recognised as distribution to equity shareholders is Rs. 2 (2010-2011 :
Rs. 2)
In the event of liquidation of the company, the holders of equity
shares will be entitled to receive remaining assets of the company
after distribution of preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
As per records of the company, including its register of
shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both
legal and beneficial ownership of shares.
(b) Aggregate number of share issued for consideration other than cash
during the period of five years immediately preceding the reporting
date.
The company has issued 15,70,900 shares (2010-2011 : 20,15,700) during
the period of five years immediately preceding the reporting date on
exercise of options granted under the Employee Stock Option Scheme
(ESOS) wherein part consideration was received in form of employee
services.
(c)Shares reserved for issued under ESOS
For details of shares allotted under various Employee Stock Option
Schemes (ESOS) and shares reserved for issue under the Employees Stock
Option Scheme (ESOS) of the company please refer note 29.
(a) Indian rupees loan from bank carries interest @ 13,00%. Indian
rupees loan from bank is repayable in 17 quarterly installments of Rs.
35,29,000 each except for Last Installment which is of Rs. 35,36,000.
The loan is secured by First Charge by way of mortgage and
hypothecation of all movable and immovable properties situated at
Vashi, Goa and Ankleshwar, both present and future.
(b) Indian rupees loan from bank taken for a specific project carries
interest @ 11.75% to 13.00%. Indian rupees loan from bank is repayable
within 20 months from the date of first disbursement or out of excess
contract proceeds whichever is earlier. The loan is secured by pari
passu first charge on project specific current Assets, both present and
future.
(c) Indian rupee vehicle loans from banks carries interest @ 12.00% to
14.60% p.a. The loans are repayable in equal monthly installments along
with interest, from the various dates of disbursements. The loans are
secured by hypothecation of vehicles.
(d) Finance lease obligation is secured by hypothecation of equipment''s
taken on lease.
(e) Deposits from Shareholders and Public carry interest @7.00% to
8.00% p.a for deposits repayable after 1 year to 3 years from the
respective dates of deposits.
(a) Working Capital Loan from banks is secured by joint hypothecation
of Book Debts and Stocks and collateral security by way of first charge
on all immovable and movable properties and plant and machinery
situated at Hosur and Patancheru and second charge on movable and
immovable properties situated at Mumbai (Office Premises), Vashi and
Goa. The Working Capital Loan is repayable on demand.
(b) Short Term Loan from Banks carry interest @10.00% to 11.50% p.a.
and are repayable within a year.
1. Buildings on Freehold Land Includes Ownership blocks, the cost of
which includes:
- Rs. 250 (2010-2011 : Rs. 250) being the value of 5 Shares (unquoted)
of Rs. 50 each, fully paid up in Sunrise Co-operative Housing Society
Limited.
- Rs. 3,500 (2010-2011 : Rs. 3,500) being the value of 70 Shares
(unquoted) of Rs. 50 each, fully paid up in Andheri Usha Milan
Co-operative Housing Society Limited.
2. Buildings on Freehold Land Includes Ownership blocks acquired at
Mumbai, the Society formation of which is in progress.
Gross Book Value Rs. 62,16,250 (2010-2011 : Rs. 62,16,250)
Net book value Rs. 45,24,854 (2010-2011 : Rs. 46,26,179)
3. Buildings on Freehold Land Includes Ownership blocks comprising of
2 LIG flats (Nos. B-16 and B-17) and 1 MIG flat (No. B-14) at Hosur,
the title deeds of which are awaited from authorities.
Gross Book Value Rs. 76,882 (2010-2011 : Rs. 76,882)
Net book value Rs. Nil (2010-2011 : Rs. Nil)
4. Capital Work in Progress includes amount of Rs. 25,33,481(2010-2011
: Rs. 25,33,481) paid for acquiring furnished office premises, the
ownership of which is under legal dispute for which transfer
formalities are in progress.
5. Buildings on Freehold Land includes buildings given on operating
lease :
Gross Book Value Rs. Nil (2010-2011 : Rs. 3,34,69,098)
Accumulated depreciation Rs. Nil (2010-2011 : Rs. 77,32,279)
Depreciation for the year Rs. Nil (2010-2011 : Rs. 6,03,764)
Net book value Rs. Nil (2010-2011 : Rs. 2,57,36,819)
6. Office Equipment includes data processing items taken on finance
lease :
Gross Book Value Rs. 59,50,081 (2010-2011: Nil)
Depreciation for the year Rs. 2,59,020 (2010-2011: Nil)
Net book value Rs. 56,91,061 (2010-2011: Nil)
7. Fixed assets pertaining to Discontinuing operations includes:
Gross Book Value Rs. 5,05,67,568 (2010-2011: Rs. 3,22,16,454)
Accumulated depreciation Rs. 2,91,92,080 (2010-2011: Rs. 2,62,18,330)
Net book value Rs. 2,13,75,489 (2010-2011: Rs. 59,98,124)
8. EMPLOYEE BENEFITS
A) The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year
of service. The Scheme is funded to a separate Trust duly recognized by
Income tax authorities.
The following table summarise the components of net benefit expense
recognized in the Profit and Loss Account and the funded status and
amounts recognized in the Balance Sheet for the Gratuity Plan.
Notes:
a) Amounts recognized as an expense and included in note 23:
(i) Leave Encashment in Salaries, Wages and Bonus Rs. 2,07,31,014
(2010-2011 : Rs. 1,80,75,232)
(ii) Gratuity in Contribution to Provident & Other Funds Rs.
75,85,876 (2010-2011 : Rs. 62,75,112)
b) The estimates of future salary increases considered in the actuarial
valuation take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
B) Defined Contribution Plan:
Amount recognized as an expense and included in the note 23 -
Contribution to Provident and Other Funds of Profit and Loss
Account Rs. 3,52,67,951 (2010-2011 : Rs. 3,53,53,735)
9 EMPLOYEE STOCK OPTION SCHEME (ESOS)
ESOS 2001
Pursuant to the resolution passed by the shareholders at the Annual
General Meeting held on 27th September 2000, the Company has introduced
ESOS for its directors and employees. The ESOS Compensation Committee
formed for implementation of the scheme, in its meeting held on 20th
July 2001, granted 3,84,500 options to eligible directors and employees
of the Company at a price of Rs. 12.50 per share which constituted a
discount of approximately 25% to the price as calculated on the basis
of average of weekly closing price on The Stock Exchange, Mumbai for 13
weeks prior to the date of the grant. Under the scheme, 25% of the
granted options shall vest and become exercisable in July every year.
Pursuant to this, Fourth 25% of the options vested in July 2005. The
vested options were exercisable upto 20th July 2009.
The Employee Stock Compensation Committee in its meeting on 8th August
2002, further granted 536,100 options to directors and other employees
at a price of Rs. 19.00 per share, which constituted a discount of
approximately 25% to the price as calculated on the basis of average of
weekly closing price on The Stock Exchange, Mumbai for 13 weeks prior
to the date of the grant. As in the case of First grant, 25% of these
options shall vest and become exercisable in August every year.
Pursuant to this, the Fourth 25% of the options vested in August
2006.The vested options were exercisable upto 8th August 2010.
The Employee Stock Compensation Committee in its meeting held on 5th
June 2007, further granted 300,000 options to directors and other
employees at a price of Rs. 94.00 per share, which constituted a
discount of approximately 25% to the price as calculated on the basis
of average of weekly closing price on The Stock Exchange, Mumbai for 13
weeks prior to the date of the grant. As in the case of First and
Second grant, 25% of these options shall vest and become exercisable in
June every year. Pursuant to this, Fourth 25% of the options will vest
in June 2012. The vested options are exercisable upto 5th June 2016.
ESOS 2003
Pursuant to the resolution passed by the shareholders at the Annual
General Meeting held on 25th September 2003, the Employee Stock
Compensation Committee in its meeting on 2nd April 2004 implemented the
Second Employees Stock Options Scheme (ESOS 2003) and granted 6,50,000
options to directors and other employees at a price of Rs. 19.00 per
share, which constituted a discount of approximately 25% to the price
as calculated on the basis of average of two weeks high and low of the
share traded on The Stock Exchange, Mumbai prior to the date of the
grant. Under the scheme 25% of these options shall vest and become
exercisable in April every year. Pursuant to this, the Second 25% of
the options vested in April 2006. Further, pursuant to Shareholders''
approval at the Annual General Meeting held on 4th August 2006, the
Employee Stock Compensation Committee decided to advance the date of
vesting of balance 50% option. Pursuant to this, the Third and Fourth
25% (in all 50%) of the options vested in October 2006. The vested
options were exercisable upto 26th October 2010.
The Employee Stock Compensation Committee in its meeting held on 5th
June 2007, further granted 3,50,000 options to directors and other
employees at a price of Rs. 94.00 per share, which constituted a
discount of approximately 25% to the price as calculated on the basis
of average of weekly closing price on The Stock Exchange, Mumbai for 13
weeks prior to the date of the grant. As in the case of First grant,
25% of these options shall vest and become exercisable in June every
year. Pursuant to this, the Fourth 25% of the options will vest in June
2012. The vested options are exercisable upto 5th June 2016.
ESOS 2005
Pursuant to the resolution passed by the shareholders at the Annual
General Meeting held on 29th September 2005, the Employee Stock
Compensation Committee at its meeting on 29th March 2006 implemented
the Third Employees Stock Options Scheme (ESOS 2005) and granted
5,00,000 options to directors and other employees at a price of Rs.
67.00 per share, which constituted a discount of approximately 25% of
the closing market price prior to the date of the grant. Under the
scheme, the options shall vest after one year from the date of the
grant. The vested options were exercisable upto 29th March 2011.
The Employee Stock Compensation Committee in its meeting held on 24th
July 2006, further granted 5,00,000 options to directors and others
employees at a price of Rs. 54.50 per share, which constituted a
discount of approximately 25% of the closing market price prior to the
date of the grant. As in the case of the First grant, the options shall
vest after one year from the date of the grant. The vested options are
exercisable upto 24th July 2011.
ESOS 2008
Pursuant to the resolution passed by the shareholders at the Annual
General Meeting held on 26th September 2008, the Employee Stock
Compensation Committee at its meeting held on 13th October 2008
implemented the Fourth Employees Stock Options Scheme (ESOS 2008) and
granted 12,00,000 options to directors and other employees at a price
of Rs. 58.20 per share which constituted a discount of approximately
25% of the closing market price prior to the date of the grant. Under
the scheme, the options shall vest after one year from the date of the
grant. The vested options are exercisable upto 13th October 2013.
The method of settlement of the above options is equity settled.
III. Notes:
(a) The Company''s operations are organized into three business
segments, namely:
Engineering Division - comprising of water treatment plants, spares and
services in connection with the plants.
Chemicals - comprising of resins, water treatment chemicals, sugar
chemicals and paper chemicals.
Consumer Products - comprising of domestic water purifiers.
(b) The Segment Revenue in the geographical segments considered for
disclosure are as follows:
Revenue within India includes sales to customers located within India
and earnings in India. Revenue outside India includes sales to
customers located outside India and earnings outside India.
10. RELATED PARTY DISCLOSURES (As identified by the Management):
Where control exists
a) Subsidiary Companies
Ion Exchange Enviro Farms Limited
Watercare Investments (India) Limited
Aqua Investments (India) Limited ,
Ion Exchange Asia Pacific Pte. Ltd., Singapore
Ion Exchange Asia Pacific (Thailand) Limited
IEI Environmental Management (M) Sdn. Bhd., Malaysia
Ion Exchange Environment Management (BD) Limited, Bangladesh
Ion Exchange Infrastructure Limited
Ion Exchange LLC, USA
Ion Exchange & Company LLC, Oman
Ion Exchange WTS (Bangladesh) Limited
Ion Exchange Projects and Engineering Limited (w.e.f. 11.04.2011)
Global Composites and Structurals Limited (w.e.f. 29.03.2012)
Others
b) Associates
Ion Exchange Services Limited
Aquanomics Systems Limited
IEI Water-Tech (M) Sdn. Bhd., Malaysia *
Astha Technical Services Limited
Total Water Management Services (I) Limited
Ion Exchange PSS Co. Limited, Thailand *
Ion Exchange Financial Products Pvt. Limited *
c) Joint Venture
Ion Exchange Waterleau Limited
d) Entity having significant influence
IEI Shareholding Trusts
e) Key Management Personnel Mr. Rajesh Sharma - Chairman & Managing
Director
Mr. Dinesh Sharma - Executive Director
Mr. Aankur Patni - Executive Director
f) Relatives of Key Mr. Mahabir Patni - Father of
Mr. Aankur Patni
Management Personnel Mrs. Nirmala Patni - Mother of
Mr. Aankur Patni
Mrs. Aruna Sharma - Wife of
Mr. Rajesh Sharma
Mrs. Poonam Sharma - Wife of Mr. Dinesh
Sharma
Mrs. Nidhi Patni - Wife of Mr. Aankur
Patni
Ms. Pallavi Sharma - Daughter of
Mr. Rajesh Sharma
11. In early 90s, the Company had given loans to Employees'' IEI
Shareholding Trusts. The amount outstanding as at 31st March 2012 is
Rs. 23,09,53,000 (2010-2011 : Rs. 23,50,56,000). The Company has
carried out valuation of the assets held by the Trusts. Considering the
valuation, book value of the corpus of the Trusts as on the Balance
Sheet date and future opportunities, the Management does not anticipate
any ultimate loss arising out of these loans.
12. The Company has an investment of Rs. 54,70,000 (2010-2011 : Rs.
54,70,000) in Equity Shares and 15,00,000 (2010-2011 : 15,00,000) 7%
Secured Redeemable Non-Convertible Debentures of Rs. 100 each fully
paid up, in Ion Exchange Enviro Farms Limited (IEEFL), a subsidiary
company, as at 31st March 2012 and it has also granted Loans and
Advances aggregating Rs. 6,62,65,730 (2010-2011 : Rs. 4,05,62,592) as
at 31st March 2012 to IEEFL. As at 31st March 2012, the accumulated
losses of IEEFL have substantially exceeded its paid-up share capital.
IEEFL has undertaken various cost reduction programs and it expects
better returns in the coming years from its organic farming activities,
bio-pesticides and bio-fertilizers marketing. Moreover, IEEFL has
adequate assets in the form of developed and undeveloped land and the
Redeemable Non-Convertible Debentures are being secured by way of
mortgage of office premises. Also, the Supreme Court of India has
admitted IEEFL''s appeal against the Security Appellate Tribunal Order
of refunding monies to investors with return and winding-up of scheme.
In the month of March 2008, the matter was listed for filing reply by
SEBI. SEBI did not file their reply and asked for time. The matter was
adjourned thereafter. SEBI has since filed their reply and the matter
will come up for hearing in due course. IEEFL has been legally advised
that it has got a fair chance of successfully contesting the appeal. In
view of the foregoing, the Management is of the opinion, that there is
no diminution, other than temporary, in value of investment and the
advances are fully recoverable. Hence, presently no provision is
considered necessary.
13. Capital expenditure incurred on Research and Development during
the year is Rs. 36,07,067 (2010-2011 : Rs. 24,57,441). Revenue
expenditure of Rs 3.81,42,618 (2010-2011 : Rs. 3,47,39,727) incurred on
Research and Development has been expensed to Profit and Loss Account
under various expense heads.
14. LEASE
a Office Equipment''s includes data processing equipments obtained on
finance lease. The lease term is for 4 years and can be renewed at the
option of the company. There is no escalation clause in the lease
agreement. There are no subleases Future minimum lease payment (MLR)
under finance leases together with the present value of the net MLP are
as follows
b Certain Office Premises are obtained on operating lease There are
escalation clauses in the lease agreement. All the lease agreements are
cancellable and there are no restrictions imposed by the lease
arrangements. There are no sub-leases
15. CAPITAL AND OTHER COMMITMENTS
Estimated amount of contracts (net of advances) remaining to be
executed on Capital Account not provided for is Rs. 1,98,81,429
(2010-2011 : Rs. 2,96,97,595).
16, CONTINGENT LIABILITIES
Contingent Liabilities not provided for:
(a) Guarantee given by the Company on behalf of:
i) Subsidiaries - Rs. 30,66,76,925 (2010-2011 : Rs. 29,72,42,500)
ii) Associates - Rs. 7,00,00,000 (2010-2011 : Rs. 7,00,00,000)
iii) Joint Venture-Rs. 8,00,00,000(2010-2011 : Rs. 8,00,00,000)
iv) Others - Rs. 38,88,000(2010-2011 : Rs. 38,88,000)
(b) Demand raised by authorities against which the Company has filed an
appeal.
i) Income Tax - Rs. 83,01,220 (2010-2011 : Rs. 1,89,38,294)
ii) Excise Duty - Rs. 16,78,600 (2010-2011 : Rs. 30,52,000)
iii) Service Tax - Rs. 16,74,395 (2010-2011 : Rs. 41,33,445)
iv) Customs Duty (to the extent ascertainable) - Rs. 22,58,117
(2010-2011 : Rs. 22,58,117)
(c) Claims against the Company arising in the course of business not
acknowledged as debts (to the extent ascertainable) Rs. 1,94,94,696
(2010-2011 : Rs. 1,88,82,928).
Note: Future cash outflows/uncertainities, if any, in respect of above
are determinable only on receipt of judgments/decisions pending with
various forums/authorities.
17. The Company has initiated the process of obtaining confirmation
from suppliers regarding the registration under the Micro, Small and
Medium Enterprises Development Act, 2006. The suppliers are not
registered wherever the confirmation are received and in other cases,
the Company is not aware of their registration status and hence
information relating to outstanding balance or interest due is not
disclosed as it is not determinable
17. During the year 98,250 (2010-2011 : 6,19,650) equity shares were
allotted to employees and directors under ESOS 2005 and ESOS 2008 on
27th May 2011 and 28th July 2011. Accordingly, dividend of Rs. 2.00 per
share (20%) declared at the Annual General Meeting held on 27th
September 2011 was also paid to those shareholders (book closure date
being 27th September 2011).
18. Backcharges represents reimbursement of costs incurred by
customers on the Company''s behalf in the course of contract execution.
19. Book values of certain long term unquoted investments, aggregating
to Rs. 14,25,36,619 «re lower than its cost.
Considering the strategic and long term nature of the aforesaid
investments, and asset base and business plan of the investee
companies; in the opinion of the Management, the decline in the book
value of the aforesaid investments is of temporary nature, requiring no
provision.
20. DISCONTINUING OPERATIONS
The Board of Directors of the Company at their meeting held on 22nd
February 2011, had accorded their approval for the proposal to sell its
Project Division (covering domestic turnkey projects) as a going
concern under a ‘Slump Sale'' basis to Ion Exchange Projects and
Engineering Limited, a wholly owned subsidiary company. On 11th April
2011, the Company has received approval of the shareholders for the
transfer of the Project Division (covering domestic turnkey projects)
by way of postal ballot. The Company is in the process of completing
all the necessary formalities for the above mentioned transfer. The
Project Division is being reported as a part of Engineering segment
under Segment disclosures as given in note 31.
21. Ion Exchange Asia Pacific Pte. Ltd., subsidiary company and Global
Composites and Structural Limited, subsidiary company have during the
year allotted 7,61,000 and 9,53,368 shares respectively against the
receivables.
22. Till the year ended 31 March 2011, the company was using
pre-revised Schedule VI to the Companies Act 1956, for preparation and
presentation of its financial statements. During the year ended 31
March, 2012, the revised Schedule VI notified under the Companies Act
1956, has become applicable. The company has reclassified previous
years figures to conform to this year''s classification. |
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| Source : Dion Global Solutions Limited | |
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