1. CONTINGENT LIABILITIES NOT PROVIDED FOR IN ACCOUNTS:
Rs. in crores
As at As at
31.03.2011 31.03.2010
(A) Claims against the Company not
acknowledged as debts
(I) For custom duty 1.60 1.54
(II) For direct tax (*) 1530.20 1331.87
(III) For sales tax 47.09 40.03
(IV) For excise duty and service tax 122.74 119.14
[Appeals decided in favour of the Company
Rs.120.26 crores (p.y. Rs.118.06 crores)]
(V) Disputed liabilities for Custom duty
and Excise duty of the 4.50 4.50
Demerged Undertaking, as per the Financial
Statement of Core Health Care Limited
(CHL) as certified by Statutory Auditor of
CHL
(VI) Others 14.42 9.65
This includes the claims not acknowledged as
debt of Rs. 4.71 crores (p.y.Rs.4.71 crores)
of the Demerged Undertaking, as per the
Financial Statement of CHL as certified by
Statutory Auditor of CHL 1720.55 1506.73
(*) Income - tax department has raised
demands by making various additions/
disallowances. The Company is contesting
demand, in appeals, at various levels.
However, based on legal advice, the Company
does not expect any liability in this regard.
(B) Estimated amount of contracts, remaining
to be executed, on 346.33 271.70
capital account (Net of payment)
(C) For letters of credit 134.61 100.67
(D) For bank guarantee 31.12 8.27
(E) Bills discounted with banks 6.96 3.53
(F) Company has given Corporate Guarantee
in favour of lenders 245.90 384.13
for securing loans extended to Karnavati
Holdings Inc.and its subsidiaries (wholly
owned subsidiaries) [including interest of
Rs. 0.60 crore (p.y. Rs.2.31 crores)]
(G) Any liability and / or claim pertaining to Demerged Undertaking,
for non-availability of information / record from CHL, which may arise
in future is not disclosed.
2. Borrowing cost capitalised during the year Rs.10.06 crores (p.y.
Rs.Nil)
3. Secured Loans:
External Commercial Borrowings (ECBs)
The External Commercial Borrowings are secured by frst pari-passu
charge on movable plant and machineries situated at Bhavnagar, Gujarat
and by pledge of shares of Karnavati Holdings Inc. USA, wholly owned
subsidiary, held by the Company.
Short Term Loans & Credit Facilities from Banks
The short term loans and credit facilities from Banks are secured on
pari-passu basis, by a first charge, by way of hypothecation of
specified stock of raw materials, stock in process, finished goods,
other merchandise being movable, book debts, both present and future
and by way of second charge on specified fixed assets, both present and
future, of the Company.
4. As per Accounting Standard 15 Employees Benefits (Revised 2005)
the disclosures of Employees Benefits are defined in the Accounting
Standard are given below:
(II) Defined Benefit Plan
The employee''s gratuity fund scheme managed by a Trust is 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 to build up the final
obligation. The obligation for leave encashment is recognized in
the same manner as gratuity.
The estimates of rate of escalation in salary considered in actuarial
valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market.
The above information is certified by the actuary.
The expected rate of return on plan assets is determined considering
several applicable factors, mainly the composition of plan assets held,
assessed risks, historical results of return on plan assets and the
Company''s policy for plan assets management.
5. The Composite Scheme of Compromise and Arrangement between Core
Healthcare Limited (CHL), the Demerged Company, its Lenders and
Shareholders and Nirma Limited, the Resulting Company and its
Shareholders (the Scheme) under Sections 78, 100, 391 to 394 of the
Companies Act, 1956, has been sanctioned by Hon''ble High Court of
Gujarat vide an Order dated 01.03.2007. The Scheme has become effective
with effect from 07.03. 2007. Three parties of CHL have fled an appeal
before the Division Bench of Hon''ble High Court of Gujarat. The Scheme
is subject to the result of the said appeal.
6. All of the vouchers, documents, data, records and books of accounts
for the period from the Appointed Date of Demerger i.e. 1st December,
2004 and up to and including the effective Date i.e. 7th March, 2007 in
relation to Demerged Undertaking are yet to be received from CHL.
7. Bank Balance in current accounts includes Rs.0.59 crore
(p.y.Rs.0.59 crore) of demerged company acquired during financial year
2006-2007 is considered doubtful in absence of further information.
Adequate provision for the same was made.
8. The Hon''ble High Court of Gujarat has sanctioned (i) the Scheme of
Arrangement in the nature of demerger and transfer of Cement and Mining
Division of Nirma Credit and Capital Private Limited with the Company
on 14th March, 2011 and (ii) the scheme of arrangement in the nature of
amalgamation of Nirma Consumer Care Ltd., wholly owned subsidiary with
the Company on 30th March, 2011. The appointed date of both the Schemes
was 1st April, 2009. Consequently the financial results for the F.Y.
2010-11 of the Company include the effect of both the schemes as per
following details.
(A) The assets and liabilities of Nirma Credit and Capital Private
Limited, the De-merged Company pertaining to the De-merged Undertaking,
viz Cement and Mining Division have been transferred to and vested with
the Company with effect from 1 April 2009 and have been recorded at
their respective fair values at a consideration of Rs.2.25 crores.
(B) 4,60,000 Equity Shares of erstwhile Nirma Consumer Care Limited
held by the Company have been cancelled.
(C) The assets, liabilities, duties and obligations of erstwhile Nirma
Consumer Care Limited have been transferred to and vested with the
Company with effect from 1st April 2009 and have been recorded at their
respective book values, under the purchase method of accounting for
amalgamation.
(D) Excess of assets over liabilities of erstwhile Nirma Consumer Care
Limited taken over by the Company of Rs.2.47 crores has been credited
to Capital Reserve Account.
(E) From the effective date the authorized share capital will stand
increase to Rs.150.50 crores consisting of 281000000 equity shares of
Rs.5 each and 1000000 6% Redeemable non-cumulative non-convertible
preference shares of Rs.100 each.
9. Effective from April 1, 2008, consequent to the exercise of the
option available as per the new paragraph 46 of the Accounting Standard
11 The Effects of Changes in Foreign Exchange Rates notified by the
Ministry of Corporate Affairs vide Notification dated 31st March, 2009
on Companies (Accounting Standard) Amendment Rules, 2009 (G.S.R.225 [E]
dated 31.03.2009), on exercise of option, the Company transferred Rs.
Nil (p.y.Rs.16.48 crores) to Foreign Currency Monetary Item Translation
Difference Account. The Company written back Rs.15.04 crores (p.y. Rs.
5.05 crores written off) to profit and Loss Account and Rs. Nil
(p.y.Rs.11.43 crores) is remaining to be written back.
10. Hitherto, the practice of the Company was to provide depreciation
on fixed assets on plant & machinery of Caustic soda plant at Kalatalav,
Bhavnagar on Straight Line method. During the year, the Company has
changed its method of providing depreciation from Straight Line method
to Written Down value method from the date of commencement of such
plant. Due to this change, the depreciation is increased for the year
by Rs.57.40 crores including Rs.28.72 crores for the current year.
Consequent to this change deprecation is increased, profit is decreased
and fixed assets are under stated to that extent.
11. A Public Interest Litigation (PIL) was fled in March 2009 against
the construction of Company''s 1.91 mn ton Cement Project at Mahuva. The
Hon''ble High Court of Gujarat disposed off the PIL and allowed the
construction of the Cement plant subject to certain conditions /
safeguard. Later, a special leave petition was fled before the Hon''ble
Supreme Court against the order of the Hon''ble High Court. In response
to the order of the Hon''ble Supreme Court, Expert Appraisal Committee
(EAC) submitted its recommendations to the Ministry of Environment and
Forest (MoEF) and pursuant thereto, MoEF issued Show-cause Notice dated
11.5.2011 as to why the Environmental Clearance granted earlier to the
Project should not be cancelled. The Company is in a process of
submitting its reply to the Show-cause.
12. As per the provisions of The Micro, Small And Medium Enterprises
Development Act, 2006 the principal amount payable to micro, small and
medium enterprises is Rs.3.75 crores (p.y.Rs.1.16 crores) and no
interest due thereon is remaining unpaid. These amounts have been
included in Sundry Creditors.
This information has been determined to the extent such parties have
been identified on the basis of information available with the Company.
Aero Therm System Pvt. Ltd., Arvind Footwear Pvt. Ltd., Arya Omntalk
Wireless Solution Ltd., Asiatic Tools & Sleev Corp., Atlas Engineering
Works, Bhavnagar Salt & Ind. Pvt. Ltd., Bnd Engineers Pvt. Ltd.,
Chemithon Engineers Pvt. Ltd., Chemtech Industrial Valves Pvt. Ltd.,
Chintan Engineering, Chintan Rubber Industries, Dynaweld Engineering
Co, Esquire Stereo, Fincast Foundry Flux Co, Flameproof Equipments Pvt.
Ltd., Ganesh Engineers, Gayatri Project Engineering, Hardik Engineers,
Heatking Industries, Hem
Industries, Joyam Engineers & Consultant, Nikita Industries, Palvi
Power Tech Sale, Pump Bazaar, Royal Refractories, Safeworld System Pvt.
Ltd., Samson Controls Pvt. Ltd., Superior Electric Machine Pvt. Ltd.,
Swathi Engineers, Trio Gasket Co, Xsis Power System Pvt. Ltd., Fabtech
Technologies International Pvt. Ltd., Vaishali Pharma Pvt. Ltd., N. K.
P. Pharma Pvt. Ltd., Nexus Pharmachem Pvt. Ltd., Airox Nigen Equipments
Pvt. Ltd., Nitai Press Camp Pvt. Ltd., Calex Rubbers Pvt. Ltd., Hi-Care
Surgical, Batliwala Process Engineering, Shree Ganesh Packaging, Alpha
Pharma Daman Pvt. Ltd., Akhil Healthcare Pvt. Ltd., Sunil Healthcare
Limited, Prime Wire Manufacture Co., R.R.Rosin, Suren Health Care,
Shreeraj Interior Pvt. Ltd., Ambuja Packaging Industries, Gold Pack,
Liquipack Systems Pvt. Ltd., Trio Pharma Chem, Amoli Organics Pvt.Ltd.,
Sagar Rubber Products Pvt. Ltd., Sundak Industries, Anmol Polymers Pvt.
Ltd., Rakanpur Extrusions Pvt. Ltd., Shree Shakti Packaging, Shraman
Rubbers Pvt. Ltd., Ideal Cures Pvt. Ltd., Shri Ram Gas Agency, Tax
-Mach Industries, Shree Hasmukh Engineering Works, Vision Equipment
Pvt. Ltd., Shah Engineering Corporation, Palam Pharma Pvt. Ltd.,
Shakti Packaging, Kamud Drugs Pvt. Ltd., Akshar Industries, Deep
Industries, Hydrofex Hose Industries, Surya Vinyl Private Limited,
Vishal Fastener, Vardhaman Engineers, Gayatri Gas Company, Alexandra
Scale Pvt. Ltd., Chandresh Cables Ltd., Chemet Agencies Gujarat, Joyam
Engineers & Consultants Pvt. Ltd., Pooja Computer Media, Vardhman Poly
Pack, Techno Instruments, Gulshan Print Point, Pima Controls Pvt. Ltd.,
Comtech Eng.& Consultants Pvt. Ltd., Accurate Engineering Works, Akshar
Industries, Sigma Services, Tex Mach Industries, Unison Controls Pvt.
Ltd., Akm Engineers, Ashutosh Power Transbelts Ltd., Meru Engineers,
Darshan Industries, Ronak Thread, Amtek Instruments, Jay Pumps Pvt.
Ltd., Snowbell Machines Pvt. Ltd., Pranav Agro Industries Ltd., Tech
Aid, Shachi Hi-Tech Enengineers, Sajitha Engineering and Perfect Valves
& Pneumatics.
13. (A) Figures of previous year have been regrouped wherever
necessary. During the year, on account of amalgamation of Nirma
Consumer Care Ltd., wholly owned subsidiary of the Company with the
company and Scheme of Arrangement in the nature of Demerger of Cement
and Mining Division of Nirma Credit and Capital Private Limited and
transfer to the Company, the figures of current year are not comparable
with those of previous year.
(B) Figures have been presented in ''crores'' of rupees with two
decimals. Figures less than Rs.50,000 have been shown at actual in
brackets.
14. The names of related parties with relationship and transactions
with them are disclosed as under. (A) Relationship:
(I) Shareholders :
Dr. Karsanbhai K. Patel, Smt. Shantaben K. Patel, Shri Rakeshbhai K.
Patel, Shri Hirenbhai K. Patel, Shri Ambubhai M. Patel, Kargil
Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings Pvt. Ltd.,
Banihal Holdings Pvt. Ltd. and Kulgam Holdings Pvt. Ltd. are holding
totally 90.82 % (p. y. 77.17 %)* equity shares in the Company.
* The increase in the promoters'' share holding during the year was on
account of the acquisition of shares by the promoter – acquirers under
Securities Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009.
(II) Subsidiaries of the Company: (wholly owned)
(a) Direct Holding : Karnavati Holdings Inc. (KHI), USA.
(b) Indirect Holding : Searles Valley Minerals Operations Inc. (SVMO)
USA, Searles Valley Minerals Inc.(SVM) USA, wholly owned subsidiaries
of Karnavati Holdings Inc. USA.
Searles Domestic Water Company LLC, Searles Valley Residences LLC,
Trona Railway Company LLC, NATI LLC (wholly owned by SVMO), Searles
Valley Minerals Europe S.A.S. (wholly owned by SVM).
(III) Associates Entities:
Kargil Holdings Pvt. Ltd., Uri Holdings Pvt. Ltd., Leh Holdings Pvt.
Ltd., Banihal Holdings Pvt. Ltd., Kulgam Holdings Pvt. Ltd., Nirma
Credit and Capital Pvt. Ltd., Nirma Industries Pvt. Ltd., Nirma
Chemical Works Pvt. Ltd., Saurashtra Chemicals Ltd., Baeurer Infotech
Ltd., Mahuva Port and Infrastructure Pvt. Ltd., Kanak Castor Products
Pvt. Ltd., Nirma Education and Research Foundation, Nirma University,
Nirma Labs, Trona Export Terminals LLC, USA, Nirma Capital Pvt. Ltd.
and Nirma Investment Pvt. Ltd.
(IV) Key Management Personnel:
Shri Hirenbhai K. Patel - Managing Director
Shri Kalpeshbhai A. Patel - Executive Director
(V) Relatives of key management personnel with whom transactions done
during the year.
Dr. Karsanbhai K. Patel
Shri Rakeshbhai K. Patel
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