Nagarjuna Fertilisers and Chemicals
BSE: 500075 | NSE: NAGARFERT | ISIN: INE580A01013 | Fertilisers
- Directors Report
- Chairman's Speech
- Auditors Report
- Notes To Accounts
- Accounting Policy
- Finished Products
- Raw Materials
| Notes to Accounts | Year End : Mar '09 |
1. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance) i) In respect of Capital and Service Orders Rs.5303.13 Lakhs (Previous year Rs.7713.00 lakhs) ii) In respect of 86.55 acres of land in possession, compensation is not ascertained. 2 A. Contingent Liabilities: (i) Counter guarantees given to Bankers in respect of Bank guarantees Rs.4697.29 Lakhs (Previous year Rs.3641.47 Lakhs) (ii) (a) Corporate guarantees given to banks on behalf of Nagarjuna Oil Corporation Ltd., a subsidiary company Rs Nil Lakhs (Previous year Rs. 11790.25 Lakhs) includes invoked guarantee of Rs Nil lakhs (Previous year Rs. 5222.82 lakhs.) (b) In an agreement with the lenders and some shareholders of Nagarjuna Oil Corporation Limited, the Company has agreed to give an undertaking to fund cost over runs, if any. (iii) Taxation matters under appeals Rs.681.84 lakhs (Previous Year Rs.1706.52 lakhs) B. Claims against the company not acknowledged as debts Rs.2133.58 lakhs (Previous year Rs.1955.85 lakhs). 3. Share Capital: In accordance with the CDR Scheme 37,20,372 0.01% Optionally Convertible Cumulative Redeemable Preference Shares - (OCCRPS) of Rs.100 each were issued to certain lenders to compensate the differential rate of interest for the year 2003-04. Pursuant to the Guidelines governing issues of Preference Shares, the said OCCRPS are to be converted into Equity Shares within 18 months from the Date of Allotment. Since the said OCCRPS were not converted into Equity Shares within the time prescribed by SEBI, they remain as Ordinary Redeemable Preference Shares. These are redeemable after the entire debt liabilities are fully paid The Warrants Allotment Committee of the Board of Directors at its meeting held on October 26, 2007 allotted 2,25,00,000 warrants convertible into equity shares to the Core Promoters of the company pursuant to the approval of the Board of Directors and the Members of the company in accordance with the Guidelines prescribed by Securities and Exchange Board of India for Preferential Issues at a price of Rs.29/-per warrant, the price being determined by the Statutory Auditors of the company in accordance with the Preferential Issue guidelines. The company has received Rs.652.50 lakhs being the 10% of the value of the warrants as advance and the balance amount is to be received before 25,h April 2009. The company has received communication from the Core Promoters expressing their inability to pay the balance amount and convert the said 2,25,00,000 warrants into equity shares. The Warrants Allotment Committee of Directors had accordingly annulled the 2,25,00,000 warrants allotted to the Core Promoters and the upfront 10% payment made by the Core Promoters stands forfeited in terms of the SEBI guidelines for preferential issue. 4. Secured Loans: A) DEBENTURES i 30,00,000, 14.50% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to LIC redeemable in 41 structured quarterly instalments commencing from 31st March, 2006 as per reschedulement in line with the CDR Package. ii 80,00,000, 15.00% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to IFCI, redeemable in 41 structured quarterly instalments commencing from 31.s1 March, 2006 as per reschedulement in line with the CDR Package. iii 1,53,30,000, 15.00% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to ICICI, redeemable in 21 structured quarterly instalments commencing from 31s March, 2011 as per reschedulement in line with the CDR Package. iv 25,00,000, 15.00% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to IFCI, redeemable in 41 structured quarterly instalments commencing from 31s1 March 2006 as per reschedulement in line with the CDR Package. v 30,00,000, 13.25% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to LIC, redeemable in 41 structured quarterly instalments commencing from 31st March, 2006 as per reschedulement in line with the CDR Package. The interest rate stands revised to 11% p.a. w.e.f. 01.04.2007 in respect of Debentures stated at i,ii,iii, iv, and v as per CDR letter dated 25th October, 2007 regarding reset of interest rates. vi 32,00,000, 12.50% Secured Redeemable Non-Convertible Debentures of Rs.100/- each issued to SBI, redeemable in 20 equal quarterly instalments commencing from 31st March 2005 as per reschedulement in line with the CDR Package. The interest rate stands revised to 7.50% p.a. w.e.f. 01.04.2007 in respect of Debentures stated above as per CDR letter dated 25m October, 2007 regarding reset of interest rates. The above debentures (excluding Rs.4300.00 lakhs, relating to assets given on lease, issued to ICICI are secured by exclusive mortgage of leased assets) together with accrued interest, remuneration and other expenses thereof are secured by a registered mortgage and an exclusive charge on the Companys immovable property situated at Ahmedabad and an equitable mortgage and a charge on the other immovable and movable properties of the Company in favour of the debenture trustees, save and except stock in trade, book debts given as security to banks for obtaining working capital facilities and assets given on lease with exclusive charge in favour of the funding institution. vii 18,13,00,995 0% Secured Redeemable Non-Convertible Debentures of Re.1/- each have been issued to various lenders viz. State Bank of India, State Bank of Hyderabad, State Bank of Bikaner and Jaipur, State Bank of Patiala, State Bank of Travancore, State Bank of Saurashtra, Bank of India, Bank of Baroda, Indian Overseas Bank, UCO Bank, Union Bank of India, The Bank of Rajasthan Ltd., SICOM Limited, Oriental Bank of Commerce, Rabo India Finance (Pvt) Ltd., The Karur Vysya Bank Limited, Karnataka Bank Limited, Induslnd Bank Limited as envisaged in the CDR Package to compensate the differential rate of interest for the year 2003-04. The debentures are redeemable after the entire debt liabilities are fully repaid. B) Term Loans from Institutions are secured by way of a charge created through an equitable mortgage of immovable properties by deposit of title deeds and hypothecation of movable properties of the Company including movable plant and machinery, spares, tools and other movables, present and future, save and except stock in trade, book debts, and stores & spares, given as security to banks for obtaining working capital facilities and assets given on lease with exclusive charge in favour of the funding institution. They are further secured by way of a second charge on the current assets of the company. C) Term loans from banks together-with interest accrued thereon, are secured by way of a first charge on the fixed assets of the company ranking pari-passu with the financial institutions, a second charge (sub-ofdinate to the financial institutions) on the monthly subsidy and are further secured by way of a charge created through an equitable mortgage by deposit of title deeds of certain immovable property of the Company. D) Working Capital facilities from banks are secured by hypothecation by way of first charge on current assets , stock in trade, book debts and stores & spares, present and future and second charge on the fixed assets of the company. E) The company was sanctioned a Debt Restructuring Package (including working capital) under Corporate Debt Restructuring (CDR) Scheme on 20.02.2004 effective from 1st April 2003 vide letter no BY.CDR (AG)/ No.307/2003-04, dated 16th March 2004. All the lenders had approved and implemented the Package. The lenders reserve the right to recompense the sacrifices being made in case the profitability and cash flow position of the Company so warrants in future. The lenders have the right to reset the interest rates after every three years. The lenders shall have the right to convert 20% of their outstanding debt after financial year 31.03.2011 into equity and, in the event of any default in servicing the debt; the lenders shall also have the right to convert the defaulted amounts into equity (at par) or any other instruments. The promoters shall be given the first right of refusal, if the converted shares/instruments are decided to be sold by the lenders. The Company is to disinvest its equity investments and recover loans and advances lent to subsidiary/group companies to the extent and in the manner envisaged. Shares held in subsidiary companies- NOCL (9,90,00,000) and JESCO (2,25,61,693) are under pledge with Banks/ Financial Institutions as security for the loan availed by the Company. All the Term Loans from Institutions and Banks, Counter Guarantees, Working Capital facilities from banks are personally guaranteed by Shri K.S.Raju, Chairman and Managing Director of the Company. 5. Unsecured Loans: a) Fixed Deposits: There are no deposits which are claimed but remain unpaid as on the date of the Balance Sheet. The balance of matured unclaimed deposits outstanding as on 31.03.2009 was Rs 9.07 lakhs (previous year Rs.22.70 lakhs). During the year unclaimed deposits transferred to the Investor Education and Protection Fund on the relevant due dates Rs.9.19 Lakhs (previous year:Rs. 6.83 Lakhs). b) Sales Tax Deferral: The Govt, of Andhra Pradesh has extended to the Company, the incentive of sales tax deferral scheme pursuant to which the sales tax attributable to the sales effected out of production is deferred (interest-free) for a period of 14 years from 19.03.1998. The deferred sales tax of each year is repayable after the expiry of the period deferred. 6. Land and Buildings: a Includes 22.38 acres leased to Nagarjuna Agricultural Research and Development Institute. b. Includes 5 acres, the possession of which is yet to be taken, title under dispute. c. Includes Land valued at Rs.958.08 lakhs and Buildings valued at Rs.291.92 lakhs vested with the Company pursuant to the order dated 27-04-98, of the Honble High Court of Andhra Pradesh. d. Includes 45.04 acres attached by Govt of AP in terms of GO Ms No.158 dt. March 16,2009. The Company has filed a writ petition in the High Court of A.P. challenging the notification of the Govt, of A.P. e. Excludes value of 86.55 acres, which is in the possession and use of the Company pending fixation of compensation by the State Government. f. Excludes value of 14.06 acres (pending completion) of proposed alienation and handing over possession by Govt. of Andhra Pradesh including 3.14 acres which cannot be alienated under Andhra Pradesh Land Reforms Act, 1973. g. Includes advance paid towards land and building of Rs. 317.00 lakhs and 730.00 lakhs respectively, pending registration since the title deeds are yet to be received from the transferor company. A) NOCL which is implementing the Oil Refinery Project has made good progress in this financial year. Equity and Long Term Loan requirements have been tied up. During the year the Company has received an amount of Rs,284.78crs towards equity and Rs.609.17 crs (out of total amount of Rs.3193 crs) towards long term loan disbursement. Land required for the project has been acquired/allotted. Various major contracts for civil works, project management consultancy, acquisition and erection of Plant and Machinery have been entered into. Marketing arrangements have been made with major Oil Companies. The project is viable and the management is confident of implementing the project. The repayment of loan obtained by NOCL from term lenders and interest and other charges thereon, are secured by way of negative lien on the entire share holding of the Company in NOCL. B) In respect of investment in JESCO, management is of the opinion that there is no diminution in the value of the investment and that the realisation from sale of assets of the JESCO is expected to be in excess of investments made. 7. Group Concession Scheme - (GCS) Subsidy Nitrogenous fertilizers are under the Group Concession Scheme as per New Pricing Scheme announced by the Government of India, Department of Fertilizers vide their letter dated 08th, March, 2007 to be implemented for the period from 01.10.2006 to 31.03.2010 (NPS-III). The Concession Rate for Plant-1 and Plant-2 for the period 01.04.2008 to 31.03.2009 has been recognized based on the latest notified rates under NPS-III and further adjusted with input price escalation aggregating Rs. 7468.26 Lakhs (Previous year Rs. 5220.43 lakhs) as estimated by Management. Pending finalisation of Net Gain and IPP benefit as per the policies for Production and Sale of Urea beyond 100% re- assessed capacity, the company has estimated the Net Gain and IPP benefit in accordance with the known policy parameters in this regard. Adjustments if any, on notification of final prices under the scheme will be considered in the year in which notifications are received. 8. Sundry Debtors, Loans and Advances : a. Debts and advances identified as irrecoverable and doubtful are written off - Rs.2.66 Lakhs (previous year Rs. 37.45 lakhs) as bad debts. b. Certain advances aggregating to Rs.5267.32 lakhs were outstanding as on 31 March2008, out of which Rs.700 lakhs is due annually as per the CDR Scheme. As against the same the. company could recover Rs.125 laktis only during the year. However, management is pursuing the matter and confident of recovering the balance amount. c. Confirmations of balances from most: of the sundry debtors have been obtained and others are awaited. 9. Income Tax: a) Current Tax : Provision for current tax is made for the amount of tax payable in respect of taxable income for the yeai\ under Income Tax Act 1961. The Company after making review of the pending tax matters, is of the opinion that no further provision is necessary in respect of disputed tax demand of Rs.681.84.lakhs (previous year: Rs. 1706.52 Lakhs) which are in various stages of appeals. Any further provision required in respect of disputed tax will be considered on completion of the appellate proceedings. 10. Sales are net of cash discounts of Rs.165.84 lakhs (Previous year Rs. 276.61 lakhs) 11. Segmental Accounting The financial results relate mainly to fertilizer segment. In Accordance with Accounting Standard (AS) -17, since the financial results of micro irrigation segment is less than the limit for separate disclosure, the same is not shown separately. 12. Related party transactions 1. Names of related parties and description of relationship. a) Subsidiaries (i) Nagarjuna Oil Corporation Limited (ii) Jaiprakash Engineering & Steel Co. Limited b) Associates (i) iKisan Limited (ii) Nagarjuna Agrichem Limited c) Key Management Personnel Mr.K.S.Raju, Chairman & Managing Director Mr.K.Rahul Raju, Joint Managing Director Mr.PP.Singh, Director - Technical Mr.R.S.Nanda, Director & Chief Operating Officer d) Relatives of Key Management Personnel. (i) Smt. Lakshmi Raju (Daughter of Shri K.S.Raju and Sister of K Rahul Raju.) (ii) Smt. K Lakshmi Raju (Sister of Shri K S Raju ) e) Enterprises able to exercise significant influence (i) Nagarjuna Management Services Private Ltd. (ii) Nagarjuna Holdings Private Ltd . (iii) Chinnar Securities Private Limited (iv)K R R Holding Private Limited (v) K S Raju & Associates Holdings Private Ltd. Defined Benefit Plan The employees gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. 13. Dues to Micro, Small and Medium Scale Industrial Undertakings, exceeding 45 days - NIL, 14. Previous year figures have been re-grouped / re-classified / re-cast wherever necessary. 15. Amounts are rounded off to the nearest Rupees in Lakhs. Figures in brackets represent credits / deductions.rounded off to the nearest Rupees in Lakhs. Figures in brackets represent credits / deductions. |
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| Source : Religare Technova | |
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