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Orient Refractories
BSE: 534076|NSE: ORIENTREF|ISIN: INE743M01012|SECTOR: Cement - Products/Building Materials
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«
Notes to Accounts Year End : Mar '12
1.  CORPORATE INFORMATION
 
 Orient Refractories Limited (The Company''), incorporated on November
 26, 2010 is engaged in manufacturing, production and distribution of
 Refractories, Monolithics and Ceramic Paper and have manufacturing
 facilities in Bhiwadi (Rajasthan), (also refer note 25).
 
 2.  BASIS OF PREPARATION
 
 The financial statements of the Company have been prepared in
 accordance with generally accepted accounting principles in India
 (Indian GAAP). The Company has prepared these financial statements to
 comply in all material respects with the accounting standards notified
 under the Companies (Accounting Standards) Rules, 2006, (as amended)
 and the relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared on an accrual basis and under the
 historical cost convention.
 
 The accounting policies adopted in the preparation of financial
 statements are consistent with those of previous year, except for the
 change in accounting policy explained below.
 
 a Terms/rights attached to equity shares
 
 The Company has only one class of equity shares having a par value of Rs.
 1.00 per share. The holder of each fully paid equity share is entitled
 to one vote. The company declares and pays dividends in Indian rupees.
 The dividend proposed by the board of directors is subject to the
 approval of the shareholders in the ensuing annual general meeting.
 
 During the year ended March 31, 2012, the amount of per share dividend
 recognized as distributions to equity shareholders is Rs. 1.00 (Previous
 period: Rs. Nil)
 
 *The cash credit loan is taken from bank are secured by first pari pasu
 charge on the current assets of the Company and second pari passu
 charge on movable fixed assets of the Company both present and future.
 Mr. S. G. Rajgarhia has also given personal guarantee for this facility
 to the bank.  These are payable on demand and carries interest rate of
 bank base rate plus 305 basis points (currently 13.05% p.a.).
 
 3.  SEGMENT INFORMATION BUSINESS SEGMENTS
 
 Since the Company''s business activity falls within a single business
 segment, there are no additional disclosures to be provided under
 Accounting Standard-17 ''Segment Reporting'' other than those already
 provided in the Financial Statements.
 
 GEOGRAPHICAL SEGMENTS
 
 The analysis of geographical segment is based on the geographical
 location of the customers. The Company operates primarily in India and
 has presence in international markets as well. Its business is
 accordingly aligned geographically, catering to two markets i.e. India
 and Outside India. For customers located outside India, the Company has
 assessed that they carry same risk and rewards. The Company has
 considered domestic and exports markets as geographical segments and
 accordingly disclosed these as separate segments. The geographical
 segments considered for disclosure are as follows:
 
 - Sales within India include sales to customers located within India.
 
 - Sales outside India include sales to customers located outside India.
 
 SECONDARY SEGMENT REPORTING (BY GEOGRAPHICAL SEGMENTS)
 
 The following is the distribution of the Company''s consolidated revenue
 of operations by geographical market, regardless of where the goods
 were produced (Amount in Rs. Lacs)
 
                                          For the year ended
                                          March 31, 2012
 
 India                                         25,429.45
 
 Outside India                                  4,612.16
 
 Total                                         30,041.61
 
 The following table shows the carrying amount of trade receivable by
 geographical segments
 
                                               As at
                                             March 31, 2012
 
 India                                          4,698.38
 
 Outside India                                  1,185.90
 
 Total                                          5,884.28
 
 All other assets (other than trade receivables) used in the Company''s
 business are located in India and are used to cater both the customers
 (within India and outside India), accordingly the total cost incurred
 during the period to acquire tangible and intangible fixed assets has
 not been disclosed.
 
 4.  Pursuant to the scheme of arrangement between Orient Abrasives
 Limited (transferor company) and the Company, the Refractory business
 of the transferor company carried at its manufacturing unit at Bhiwadi
 (demerged undertaking), was transferred to the Company with effect from
 April 01, 2011 (the Appointed Date). The said scheme under Section 391
 to 394 of the Companies Act, 1956 has been approved by the Hon''ble High
 Court of Delhi vide its order dated September 19, 2011 and has been
 effective from October 31, 2011 (the effective date), i.e. date of
 filing the above order with the Registrar of Companies.
 
 The said scheme provides, inter alia, the transfer of demerged
 undertaking on a going concern basis to the Company in consideration of
 which, each shareholder of Orient Abrasives Limited whose name appeared
 in the register of members of Orient Abrasives Limited on the record
 date i.e. November 14, 2011, received one fully paid equity share of
 face value of Rs. 1.00 each in the Company.
 
 The scheme provides for its basis of transfer of certain specific
 assets and liabilities and where not specifically provided in the
 scheme, has authorized the ''Board of Directors'' of both the companies
 to mutually decide through a resolution. In terms of above, following
 have been done
 
 (i) The book value of assets, liabilities, reserves and surplus (as
 agreed) of the demerged undertaking as on the Appointed Date has been
 accounted for as assets and liabilities and reserves in the books of
 the Company as on the Appointed Date. Following is the amount of such
 assets, liabilities and reserves:
 
 (ii) Loans as identified for the demerged undertaking and transferred
 from OAL have been recorded in the books. Later on, the company has
 obtained its own credit facility and loans transferred from the
 transferor company have been repaid.
 
 (iii) Aggregate face value of the new equity shares (1,196.39 lacs
 shares of Rs. 1.00 each amounting to Rs. 1,196.39 lacs) to be issued by the
 Company to the members of the transferor Company was credited to the
 share capital account on the Appointed Date. The Company in its board
 meeting dated November 15, 2011 had allotted these shares. In view of
 the allotment of shares, the transferor company is no longer the
 holding company of the Company.
 
 (iv) The employees of the demerged undertaking have been transferred to
 the Company on their existing terms of employment with the transferor
 company.
 
 (v) All contingent liabilities relating to demerged undertaking have
 been transferred to the Company on the Appointed Date.
 
 (vi) Deferred Tax Liability (Net) pertaining to the demerged
 undertaking and as agreed by the Board of directors has been
 transferred to the Company.
 
 The transferor company was carrying on business of demerged undertaking
 in trust on behalf of the Company for the period from the Appointed
 Date till the Effective Date.
 
 5.  During the year, a fire occurred at the warehouse in the Company''s
 factory at Bhiwadi on September 25, 2011. As a result, the Company has
 estimated a loss of Rs. 149.76 lacs (including raw material, packing
 material, repair and maintenance and other expenses). The Company has
 filed a claim with the insurance company for the equivalent amount and
 recognized the claim. The surveyor appointed by the insurance company
 has already completed the inspection. In view of the same, the
 management is confident that claim receivable shall not be lower than
 the above amount. Expenses incurred in this regard have also been
 provided for.
 
 6.  GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
 
 The Company has a defined benefit gratuity plan. Gratuity is computed
 as 15 days salary, for every completed year of service or part thereof
 in excess of 6 months and is payable on
 retirement/termination/resignation.  The benefit vests on the employees
 after completion of 5 years of service. The scheme is funded with an
 insurance company in the form of a qualifying insurance policy. At the
 end of accounting period actuarial valuation is done as per the
 projected unit credit method and any shortfall in the funding claims is
 further provided for.
 
 The estimates of future salary increases, considered in actuarial
 valuation, take account of inflation, seniority, promotion and other
 relevant factors, such as supply and demand in the employment market.
 
 The overall expected rate of return on assets is determined based on
 the market prices prevailing on that date, applicable to the period
 over which the obligation is to be settled.
 
 7.  LEASES
 
 Operating Lease: Company as Lessee
 
 The Company has taken various residential, office and warehouse
 premises under operating lease agreements. These are cancellable by
 giving notice and are renewable by mutual consent on mutually agreed
 terms. The lease payment recognized in the statement of profit and loss
 account for the year is Rs. 26.91 Lacs (previous period: Rs. Nil).
 
 8.  RELATED PARTY DISCLOSURES
 
 Names of related parties and related party relationship
 
 A.  Parties where control exists
 
 Orient Abrasives Limited (upto November 15, 2011), (also refer note 25)
 
 B.  Individuals having significant influence over the company through
 their voting rights of 20% or more
 
 Mr. S.G. Rajgarhia, Managing Director
 
 C.  Key Managerial Personnel
 
 Mr. S.C. Sarin (w.e.f. October 18,2011)
 
 D.  Relatives of the persons having significant Influence over the
 Company (as covered in B above)
 
 1.  Mrs. Usha Rajgarhia Wife
 
 2.  Mr. R.K. Rajgarhia Brother
 
 3.  Ms. Bhawna Rajgarhia Daughter
 
 E.  The Enterprises controlled, owned or significantly influenced by
 individuals having significant influence over the Company or their
 relatives (as covered in B and C above)
 
 1.  Orient Abrasives Limited (from November 15, 2011), (also refer note
 25)
 
 2.  APM Industries Limited -
 
 3.  Hindustan General Industries Ltd.
 
 4.  Madhushree Properties Pvt. Ltd.
 
 5.  Perfectpac Ltd.  ''
 
 9.  CAPITAL AND OTHER COMMITMENTS
 
 a.  At March 31, 2012, the company has Rs. 36.53 Lacs (Previous period: -
 nil) as amount of contracts remaining to be executed on capital account
 (Net of advances).
 
 b.  For Commitments relating to lease arrangements, please refer note
 no 28.
Source : Dion Global Solutions Limited
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