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
(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
capital account and not provided or
(Net of advances)
(III) Bank Guarantee 139 1513
(IV) Export Promotion against Capital Goods. 276 283
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 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
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
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.
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
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
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.
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
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
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
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
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.