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KS Oils
BSE: 526209|NSE: KSOILS|ISIN: INE727D01022|SECTOR: Edible Oils & Solvent Extraction
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« Mar 10
Notes to Accounts Year End : Jun '11
1.  Commitments and Contingent Liabilities
 
                                                AS AT         AS AT
 Particulars                              June 30, 2011  March 31, 2010
                                          (Rs. in Lacs)   (Rs. in Lacs)
 
 (I). Claims against the Company not 
 acknowledged as debts in
 respect of
 
 (a)  Excise & custom duty 
 matters under dispute*                          52            48
 
 (b)  Commercial Taxes matter under dispute*    114           237
 
 (c)  Income Tax                                 20            19
 
 (II). Estimated amount of contracts 
 remaining  to be executed on
                                               1913          3695
 capital account and not provided  or 
 (Net of advances)
 
 (III) Bank Guarantee                           139          1513
 
 (IV)  Export Promotion against Capital Goods.  276           283
 
 
 Note:
 
 Amounts aggregating Rs. 47 Lacs and Rs. 52 Lacs are deposited as appeal
 advance as on June 30, 2011 and March 31, 2010 respectively against
 Excise & Custom matters and Sales tax matters.
 
 Search Operation
 
 Search Operation was conducted by Income Tax Department on Company and
 promoters on March 11, 2010 and various documents and materials were
 seized by the Department during the search proceedings. Regular
 follow-up and correspondence is being done with the Department for
 completion of assessments, time barring date for the assessments being
 December 31, 2011. Liability, if any, arising on this account is not
 ascertainable.
 
 2.  Preferential Issues of Equity Shares and Warrants
 
 a) In order to meet the fund requirement of the Company for its (i)
 Expansion of refinery in India along with other allied expenditure (ii)
 Investment in its overseas subsidiaries for development of Greenfield
 palm plantations and acquisition of mature palm plantations and / or
 CPO mills, all in Indonesia, the Company has come out with preferential
 allotment of Equity Shares and Warrants to the promoters & other
 foreign Investors in July, 2009 at an issue price calculated under SEBI
 (DIP) Guidelines, 2000 on preferential basis duly approved by
 Shareholders and Board of Directors of the Company.
 
 b) During the year Company has converted 1,64,61,337 Promoters
 Convertible Warrants in to Equity Shares at Rs. 54.50 each (Including
 Premium of Rs. 53.50 each) after receiving Rs. 4274 Lacs towards
 balance of issue price. As a result, Paid up Share Capital and
 Securities Premium Account stands increased by Rs. 165 Lacs and Rs 8807
 Lacs respectively.
 
 c) The Company had allotted 86,72,566 Convertible Warrants on 5th
 September, 2009 to Baring Private Equity Asia III Mauritius Holdings
 (3) Limited, 55,59,115 Warrants to CVCIGP II Client Rosehill Limited
 and 31,13,451 Warrants CVCIGP II Employee Rosehill Limited at a price
 of Rs. 56.50 per Warrant (including premium of Rs. 55.50 for each
 Warrant) and received 25% money at the time of issue of such Warrants,
 which has been forfeited on 07th March 2011 by the Company due to
 non-payment of balance 75% of the issue price till due date of
 Conversion of such warrant in to Equity Shares. Accordingly an amount
 of Rs. 2450 Lacs has been credited to Capital Reserve.
 
 d) The entire proceeds received towards the warrants have been utilized
 for the purpose of expansion of refinery in India along with other
 allied expenditure and for investment in its subsidiaries, except
 Rs.5065 Lacs (Previous year : Rs.7537.17 lacs), which were lying as
 Fixed Deposit with banks at the year end.
 
 3.  Agricultural Activity
 
 During the Financial Year 2008-2009, Government of Madhya Pradesh has
 allotted a land admeasuring 2,000 hectares to the Company on a license
 basis for no consideration, for carrying out the agricultural activity
 for a period of two years; consequently this has not been recognized as
 a grant. The license is under renewal.
 
 4.  The Company has sent requests for confirmation of balances to sundry
 debtors and creditors. A large number of such confirmations have been
 obtained. Balance Confirmations are being obtained. The management
 expects full recovery from all such debtors.
 
 5.  Though the quantity of production has increased as compared with
 those for the preceding year, the increase in relevant expenses is not
 in the same proportion. This was mainly on account of plant efficiency
 and cost control measures. Further, there have been fluctuations in
 average realisation of sales price during these quarters. This was on
 account of market conditions and quality of goods.
 
 6.  Company has made an application to the Corporate Debt Restructuring
 (CDR) cell on September 19, 2011 for restructuring of its borrowings
 from Banks and Financial Institutions. The matter is in process with
 bankers and CDR cell.
 
 7.  The financial year of the Company has been extended to period of
 fifteen months ending June 30, 2011 as per approval of the board in the
 meeting held on September 26, 2011. In view of this, the statutory
 auditors could not observe the physical verification of inventory
 conducted by the management of the Company along with an independent
 Firm of chartered accountants appointed by the Company. As per report
 of such chartered accountants, no material discrepancies were noted
 between the physical verification & book records. The inventory in the
 financial statements is in agreement with such report. Further, physical
 verification exercise has also been carried out by the Stock Auditors
 appointed by lead bankers, who have also reviewed the position of
 Sundry Debtors. Report of Stock Auditors is awaited. The management
 expects that there would be no material discrepancies between the
 position of inventory & debtors in the financial statements & as per the
 report of the Stock Auditors.
 
 8.      Derivatives
 
 a) Derivative Instruments
 
 The following are the outstanding hedge contracts:
 
 i.  Forward Contracts
 
 b) The yearend foreign currency exposures that have not been hedged by
 a derivative instrument or otherwise are given below:
 
 9.  Employee Stock Option Scheme
 
 a) During the year, the Company has not granted any Employee Stock
 Options to employees of the Company.(Till March 2010 the Company had
 granted 81,00,000 option to Employees)
 
 b) Method of accounting of ESOS –
 
 The Company has adopted intrinsic value method in accounting for
 employee cost on account of ESOS.  For 57,50000 Options the intrinsic
 value of the shares based on closing market price of BSE / NSE as on
 19th October, 2007 was Rs.72.95 & Rs.72.15 respectively & the exercise
 price fixed by the compensation committee of the Company was Rs.42.00 &
 For 17,75,000 Options, the intrinsic value of the shares based on
 closing market price of BSE / NSE as on 24th October, 2008 was Rs.40.30
 & Rs.40.10 respectively & the exercise price fixed by the compensation
 committee of the Company was Rs.42.00, And for 5,75,000 Options the
 intrinsic value of the shares based closing market price of BSE / NSE
 as on 14th November, 2008 was Rs.39.55 & Rs. 39.45 respectively & the
 exercise price was fixed by the compensation committee of the Company
 was Rs.42.00/- The difference between the intrinsic value & the
 exercise price is being amortized as employee compensation cost over
 the vesting period. The total amount to be amortized over the vesting
 period is Nil. Accordingly, the Company has not taken any impact in
 Profit & loss account towards Employee Compensation cost.
 
 d) Certain Disclosures in respect of the scheme are as under:
 
 i.) As the options are granted using the Face value, no employee
 compensation cost will arise.
 
 ii.) Weighted Average exercise price of Options granted whose:
 
 a) This above amount does not include the provision of gratuity for
 directors, as the same is provided as per the contribution amount
 determined by the Life Insurance Corporation of India.
 
 b) The remuneration aggregating to Rs. 96 Lacs paid to managerial
 personnel for the fifteen month period ended June 2011, is in excess of
 the limits under Schedule XIII of the Companies Act, 1956 in the
 absence of Profits. The Company is in the process of applying to the
 Central Government for taking approval in this regard.
 
 b) Defined Benefit Plan:
 
 1.  Gratuity (Funded)
 
 2.  Leave Encashment (Non funded)
 
 In terms of the guidance on implementing the revised AS 15, issued by
 the Accounting Standards Board of the Institute of Chartered
 Accountants of India, the Gratuity trust set up by the Company is
 treated as defined benefit plan since the Company has to meet the
 shortfall, if any. However, at the year end, no shortfall remains
 un provided for.
 
 Leave encashment is payable to eligible employees who have earned
 leaves, during the employment and/ or on separation as per the
 Company''s policy.
 
 Valuations in respect of Gratuity and Leave encashment, as at the
 Balance Sheet date, based on the following assumptions:
 
 10.  Related Party Disclosures
 
 a) Transactions with Related Parties as specified under Accounting
 Standard-18 issued
 
 11.  Lease
 
 The Company has entered into cancellable leasing arrangement for the
 office and residential premises and vehicle, which are renewable at
 mutual consent. Lease rental aggregating Rs. 407 Lacs (Previous Year :
 Rs 371 Lacs) are included in the schedule 18- Manufacturing,
 administrative and other Expenses of the Profit and Loss Account under
 the heading Rent.
 
 As matter of prudence the Company has not recognized Deferred Tax
 Assets on the losses of Rs. 35496 Lacs incurred during the period.
 
 Disclosures:
 
 1.  Primary Segment
 
 a) Business Segment:
 
 Segment identified by the Company comprises as under:
 
 i.) Edible oil: Extraction of seed, Refined oil, Vanaspati oil, Income
 from commodity hedging transaction (Derivatives), High sea sales and
 local trading.
 
 ii.) Power Generation: Windmill.
 
 iii.) Others: Agriculture income.  By products under each segment have
 been included under the respective segment.
 
 b) Segment Revenue & Expenses:
 
 Revenue and Expenses have been identified to a segment on the basis of
 relationship to operating activities of the segment. Revenue and
 Expenses which relate to enterprises as a whole and are not allocable
 to a segment on a reasonable basis have been disclosed as
 Unallowable.
 
 c) Segment Assets and Liabilities:
 
 Segment assets and segment liabilities represent assets and liabilities
 in respective segments.  Investments, tax related assets and other
 assets and liabilities that cannot be allocated to a segment on
 reasonable basis have been disclosed as Unallowable.
 
 d) Inter segment Transfers:
 
 Segment revenue, segment Expenses and segment results include transfer
 between business segments, such transfers are eliminated in
 consolidation.
 
 e) Accounting Policies:
 
 The accounting policies consistently used in the Preparation of the
 financial statements are also applied to item of revenue and expenditure
 in individual segments
 
 12.  Earning Per Share (EPS)
 
 In determining earnings per share, the Company considers the net Profit
 after tax and includes the post tax effect of any extra- ordinary /
 exceptional item. The numbers of shares in computing basic earnings per
 share is the weighted average numbers of shares outstanding during the
 period. The numbers of shares used in computing diluted earnings per
 share comprises weighted averages shares considered for deriving basic
 earnings per share, and also the weighted average number of equity
 shares that could have been issued on the conversion of all dilutive
 potential equity shares. The diluted potential equity shares are
 adjusted for the proceeds receivable, had the shares been actually
 issued at fair value (i.e. the average market value of outstanding
 shares). Statement showing the computation of EPS is as under:
 
 13.  The Micro, Small and Medium Enterprises Development Act, 2006
 
 Company has send letter to suppliers to confirm whether they are covered
 under Micro, Small and Medium Enterprises Act, 2006 as well as they
 have fled required memorandum with the prescribed authorities. Out of
 the letters send to the parties, some confirmations have been received
 till the date of fnalization of Balance Sheet.
 
 Note: 1. Capacity utilization of windmill is in KWhr.
 
 2. Licensed capacity clause is not applicable.
 
 3. Available capacity is the capacity available for utilization during
 the year.
 
 4. Installed and Available capacity is calculated on the basis of 300
 working day in a year.
 
 Note: Raw Material consumed includes material produced and captivity
 consumed for production of finished goods.
 
 14.  The Ministry of Corporate Affairs, Government of India, vide
 General Circular No. 2 and 3 dated Feb.8, 2011 and Feb. 21, 2011
 respectively has granted a general exemption from compliance with
 section 212 of the Companies Act, 1956, subject to the fulfillment of
 condition stipulated in circular. The Company has satisfied the
 condition stipulated in the circular and hence is entitled to the
 exemption. Necessary information relating to the subsidiaries has been
 included in the Consolidated Financial Statement.
 
 15.  Comparatives Figures
 
 1) Figure for the current period are for 15 months and hence are not
 comparable with previous year which was for 12 months.
 
 2) Previous year''s figures have been regrouped /reclassified wherever
 necessary to conform to current year''s classification.
Source : Dion Global Solutions Limited
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