(Rupees in lacs)
As at As at
31st March, 2011 31st March, 2010
1. Estimated amount of contracts
remaining to be executed on capital
account and not provided for 767.80 770.37
2. Contingent liabilities in respect of:
a. Excise matters disputed in appeal
These relate to MODVAT on capital purchases
(pending before the Assistant Commissioner)
and permit fee on purchase of alcohol
(pending before the High Court) 158.42 91.48
b. Claims against the Company not
acknowledged as debts Labour matters
involving issues like regularisation of
employment, termination of employment,
compensation against severance, etc. 22.34 23.34
c. Sales-tax matters disputed in appeal
These relate to classification of goods
and consequent dispute on the rates of
sales-tax (pending at various stages from
Assistant Commissioner to High Court) 209.42 207.14
d. Income tax matters disputed in appeal 629.17 606.81
In all the above matters, the Company is hopeful of succeeding and as
such does not expect any significant liability to crystallise.
3. a) The Board for Industrial & Financial Reconstruction (BIFR)
declared Mafatlal Industries Limited (MIL) a sick industrial
undertaking and sanctioned a scheme for its rehabilitation (SS).
Pursuant to this:
i) the Chemical Division of MIL was demerged and vested in the Company
with effect from 1st March, 2002 as a going concern.;
ii) Sulakshana Securities Limited (SSL), the wholly-owned subsidiary of
the Company, took over certain identified assets and term loan
liabilities of MIL with the objective of repaying them by disposing off
the assets thus transferred.
b) In terms of the settlements reached by MIL - SSL for the discharge
of term loan liabilities of MIL, as referred to in 3(a)(ii) earlier:
i) As at the year end, the aggregate value of interest free monies
advanced to and debentures issued on behalf of SSL by the company is
Rs. 2,799.07 lacs (previous year Rs. 2,794.07 lacs). The market value
of the assets remaining in SSL after repayment of the liabilities taken
over from MIL far exceeds the value owed by SSL
ii) the Company gave a corporate guarantee of Rs, 1,000.00 lacs against
which a Contingency reserve of Rs. 1,000.00 lacs has been created
equitably over four years from 2005-2006 as required by the lenders.
4. The Company decided to assist MIL in its rehabilitation efforts in
view of its substantial investment in MILs shares and has from time to
time taken several steps which, broadly are as follows:
a) Advanced monies to a group company aggregating to Rs. 2,594.82 lacs
(previous year Rs. 2,412.48 lacs) including interest, at year end to
enable the settlement of loan liabilities of MIL.
b) Taken over loan liabilities of MIL of Rs. 6,534.12 lacs, which
aggregate to a value of Rs 3,372.49 lacs (previous year Rs. 3,015.99
lacs) at year end.
The net worth of MIL has turned positive based on their accounts as on
31st May, 2010 and consequently it has been deregistered from BIFR. The
settlement of the amounts in (a) and (b) above is dependent on the
realisation of value from the sale of assets of MIL.
5. Depreciation has been provided for on all fixed assets on
straight-line basis in accordance with the provisions of the Companies
Act, 1956, at the rates and in the manner specified in schedule XIV of
the Act. In respect of Speciality Chemicals, Cryolite, Aluminium
Fluoride, Refrigerant Gases, ABF, Fluoroaniline Plants, R & D Pilot
Plant and Captive Power Plant depreciation have been provided for at
the rate applicable to continuous process plants.
6. a) The company has taken office and residential premises under
operating lease or leave and license agreements. These are generally
cancelable in nature and range between 11 months to 36 months. These
leave and license agreements are generally renewable or cancelable at
the option of the Company or the lessor. The lease payment recognised
in the profit and loss account is Rs. 210.83 lacs (previous year Rs
77.29 lacs).
7. MIL was executing a project in Iraq when hostilities broke out
between Iraq and Kuwait in 1990-91, resulting in suspension of project
work. In view of the post war sanctions imposed by the United Nations
and the Government of India, suspended operations could not be resumed.
The customers bankers have asked for extension of bank guarantees for
advance payment and performance and the State Bank of India (SBI), in
turn, had claimed that the funds deposited with them in respect of the
aforesaid project are subject to lien which was subsequently released
on alternate arrangements. In view of the continuing uncertain
circumstances, the receipts and payments under the contracts,
transferred to the Company pursuant to the SS of MIL, continue to be
carried forward and necessary adjustments would be made on the status
of the project becoming clearer.
8. a) Derivative instruments
The Company enters into forward contracts to offset foreign currency
risks arising from the amounts denominated in currencies other than the
Indian Rupee. The counter party to such forward contracts is a bank.
These contracts are entered into to hedge the foreign currency risks on
firm commitments. Details of forward contracts outstanding as at the
year end:
b) Net exchange difference in respect of forward contracts to be
credited - debited in subsequent accounting year amounts to Rs. nil (as
at 31st March, 2010, debit Rs. 27.83 lacs).
d) The net amount of exchange gain included in the Profit and loss
account for the year is Rs. 95.16 lacs (previous year loss, Rs.103.45
lacs).
9. Research and development expenditure debited to the Profit and loss
account by charge to relevant heads of account amount to Rs. 434.75
lacs (previous year, Rs. 270.90 lacs).
10. The Company has not received any intimation from suppliers
regarding their status under the Micro, Small and Medium Enterprise
Development Act, 2006 and hence disclosure requirements in this regard
as per Schedule VI of the Companies Act, 1956 have not be provided.
11. Excise duty deducted from turnover represents excise duty collected
on sale of goods. Excise duty shown under expenditure represents the
aggregate of excise duty borne by the Company and difference between
excise duty on opening and closing stocks of finished goods.
12. Segment information
Primary
Business is the primary segment of the Company, comprising of
chemicals only.
13. Out of the rights issue made in 2004-05, 109 equity shares could
not be offered on rights basis due to the non-availability of details
of beneficial holders from depositories. The same are kept in abeyance.
14. The Company had made a rights issue of equity shares in an earlier
year. The first and final call of Rs. 30/- per share (including premium
of Rs. 25/-) was made during an earlier year. The proceeds have been
used to part finance infusion of funds into MIL and for general
corporate purposes. Unutilised monies as at the year end, Rs. nil (as
at 31st March, 2010, Rs. 0.07 lacs).
15. Employee benefits
Contributions are made to Recognized Provident Fund / Government
Provident Fund and Family Pension Fund which covers all regular
employees. Contribution is also made in respect of executives to a
Recognized Superannuation Fund. While both the employees and the
Company make predetermined contributions to the Provident Fund,
contribution to the Family Pension Fund and Superannuation Fund are
made only by the Company. The contributions are normally based on a
certain proportion of the employees salary. Amount recognized as
expense in respect of these defined contribution plans, aggregate to
Rs. 227.01 lacs (previous year, Rs. 165.75 lacs).
ASB Guidance on Implementing AS 15, Employee Benefits (revised 2005)
states that benefits involving employer established provident funds,
which require interest shortfalls to be recompensed, are to be
considered as defined benefit plans. Pending the issuance of the
guidance note from the Actuarial Society of India, the company´s
actuary has expressed inability to reliably measure provident fund
liabilities. Accordingly the company is unable to exhibit the related
information.
Contributions are made to a Recognized Gratuity Fund in respect of
gratuity and provision is made for leave encashment based upon
actuarial valuation done at the end of every financial year using
Projected Unit Credit method and it covers all regular employees.
Major drivers in actuarial assumptions, typically, are years of service
and employee compensation. Gains and losses on changes in actuarial
assumptions are accounted for in the Profit and Loss account.
The charge on account of provision for gratuity and leave encashment
has been included in Contribution to provident fund and other funds
and Salaries, wages and bonus respectively.
16. Pursuant to the decision of the Board of Directors of the Company
taken in its meeting dated 24th September, 2010, the Company bought
back 3,38,792 equity shares of nominal value of Rs. 10 each at a price
of Rs. 400.00 per share for an aggregate value of Rs. 1355.17 lacs
during the year under Section 77A of the Companies Act, 1956 through
tender offer by utilising the Share premium account to the extent of
Rs. 1321.29 lacs. The Capital redemption reserve has been created out
of General reserve for Rs. 33.88 lacs being the nominal value of shares
thus bought back. All the equity shares bought back have been
extinguished by 5th March, 2011.
17. Employee Stock Option Scheme
a. The NFIL Employee Stock Option Scheme has been approved by the
Board of Directors of the Company on 1st May 2007.
b. The vesting period is over four years from the date of grant,
commencing after one year from the date of grant.
c. Exercise Period would commence one year from date of grant and will
expire on completion of ten years from the date of vesting.
d. The options will be settled in equity shares of the company.
e. The company used the intrinsic value method to account for ESOPs.
f. The exercise price has been determined to be the market price on
the days preceding the dates of grants.
g Consequently, no compensation cost has been recognized by the company
in accordance with the “Guidance Note on Accounting for Employee
Share-based payments” issued by the Institute of Chartered Accountants
of India.
i Had fair value method been used, the compensation cost would have
been higher by Rs. 17.33 lacs (previous year Rs 17.33 lacs), Profit
after tax would have been lower by Rs. 11.41 lacs (previous year Rs.
11.08 lacs) and EPS – both basic and diluted - would have been Rs.
70.99 per share (previous year Rs. 73.45 per share).
j Weighted Average exercise price of the above options is Rs. 381/- per
share.
18. Related party transactions
Names of related parties where control exists
Sulakshana Securities Limited – wholly owned subsidiary company
Urvija Associates – a partnership firm where the Company is a majority
partner
Key management personnel
Shri Hrishikesh A. Mafatlal (in the capacity of an individual/ trustee)
Shri Vishad P. Mafatlal (in the capacity of an individual/ karta)
Shri Atul K. Srivastava
Shri Satish D. Kakade (upto 31.12.2010)
Shri Shekhar Khanolkar
Relatives of key management personnel
Shri Arvind N. Mafatlal (in the capacity of an individual/ karta/
trustee)
Smt. Sushilaben A. Mafatlal (upto 20.11.2010)
Smt. Rekha H. Mafatlal
Smt. Aarti Chaddha
Ms. Anjali H. Mafatlal
Mr. Priyavrata H. Mafatlal
Ms. Padmaja Mafatlal
Associate
Mafatlal Denim Limited
Enterprises over which key management personnel and their relatives are
able to exercise significant influence
Mafatlal Industries Limited
Mafatlal Fabrics Private Limited
NOCIL Limited
Mafatlal Impex Private Limited
Vibhadeep Investments and Trading Limited
Sushripada Investments Private Limited
Shamir Texchem Private Limited
Marigold International Private Limited
Pamil Investments Private Limited
Navlekh Investments Limited
Milap Texchem Private Limited
Surekha Holdings Private Limited
Krishnadeep Housing Development Private Limited
Sunanda Industrial Machinery Limited
19. Previous year figures have been regrouped, wherever necessary, to
correspond with those of the current year. |