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Pipavav Defence and Offshore Engineering Company
BSE: 533107|NSE: PIPAVAVDOC|ISIN: INE542F01012|SECTOR: Shipping
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« Mar 11
Notes to Accounts Year End : Mar '12
1.1 Reserved Shares
 
 The Convertible Share Warrant Holders have the option to convert their
 share warrants into 2,05,00,000 Equity Shares (Previous Year
 2,52,21,612) of Rs. 10/- each at the terms and conditions as referred in
 note no. 4.2
 
 1.2 Terms and Rights attached to Equity Shares
 
 The Company has only one class of Equity Share having a par value of Rs.
 10 per share. Each shareholder is eligible for one vote per share held.
 In the event of liquidation of the Company, the equity shareholders
 will be entitled to receive any of the remaining assets of the Company,
 after distribution of all preferential amount. The distribution will be
 in proportionate to the number of equity shares held by the
 shareholders.
 
 Note - 2
 
 MONIES RECEIVED AGAINST CONVERTIBLE SHARE WARRANTS
 
 2.1 2,52,21,612 Convertible Share Warrants were issued by the Company
 in the Financial Year 2010-11 on preferential basis to one of the
 promoter Company. Subsequently on the due date warrant holder didn''t
 exercise the option against said warrants, accordingly Rs. 6,254.96 Lacs
 being the amount received against these Convertible Share Warrants has
 been forfeited by the Company and credited to the Capital Reserve.
 
 2.2 As approved by the Shareholders in the Annual General Meeting held
 on October 5, 2011, the Company has alloted 1,05,00,000 Convertible
 Warrants to individual investors and 1,00,00,000 Convertible Warrants
 to a promoter Group Company @ Rs. 78 each. Each Warrant is convertible
 into one fully paid-up equity share of the Company of Rs. 10 each at a
 premium of Rs. 68 per equity share at any time prior to 18 months from
 the date of allotment of warrants.  Against the above warrants the
 Company has received Rs. 3,997.50 Lacs being 25% of the total
 consideration as at March 31, 2012, which has been fully utilised for
 the purpose for which they have been issued.
 
 3.1 Rupee Term loan from Banks and Financial Institutions referred to
 above and Rs. 28,479.48 Lacs included in current maturities of long term
 debt in note no. 10 are secured as under:
 
 i) Rs. 101,456.38 Lacs by way of First charge & mortgage on all the
 immovable properties, both present & future & hypothecation of all
 movable properties, both present and future.
 
 ii) Rs. 5,500 Lacs by way of subservient charge on Fixed Assets, both
 present & future.
 
 iii) Rs. 11,672.00 Lacs by way of subservient charge on Fixed Assets and
 Current Assets.
 
 iv) Rs. 10,000 Lacs by way of first pari-passu charge on entire moveable
 and immoveable properties, both present & future, second pari-passu
 charge on Current Assets of the Company.
 
 3.2 Repayment Terms:
 
 i) The above Rupee Term Loans including Rs. 28,479.48 Lacs included in
 current maturities of Long Term Debts carry an interest rate ranging
 from 11.00% to 14.25%. Out of the above Rupee Term Loan Rs. 44,018.63
 Lacs are repayable in 40 equal quarterly instalments commencing from
 1st April 2010 to 1st January 2020, Rs. 20,535 Lacs in 40 quarterly
 structured instalments commencing from 31 August 2005 to 28th February
 2017, Rs. 4,500 Lacs in 40 equal quarterly instalments commencing from
 1st October 2009 to 1st July 2019, Rs. 30,777.75 Lacs in 36 equal
 quarterly instalments commencing from 1st April 2011 to 1st January
 2020, Rs. 1,625 Lacs in 32 quarterly equal instalments commencing from
 1st October 2010 to 1st July 2018 , Rs. 5,500 Lacs in 4 quarterly equal
 instalments commencing from 29th September 2012 to 29th June 2013, Rs.
 11,672 Lacs in 6 quarterly equal instalments commencing from 1st July
 2012 to 1st December 2013 and Rs. 10,000 Lacs in 20 equal half yearly
 instalments commencing from 20th February 2015 to 31 August 2024.
 
 3.3 All Rupee Term Loans are guaranteed by a promoter group Company and
 rupee Term Loan of Rs. 1,11,456.38 Lacs are further secured by pledge of
 133,999,994 shares of the Company held by the promoters.
 
 3.4 Rupee Term Loans of Rs. 97,850.63 Lacs (Previous Year: Rs. 79,773.49
 Lacs ) are also guaranteed by some of the directors in their personal
 capacities.
 
 3.5 Lenders in respect of secured loans aggregating to Rs. 1,01,456.38
 Lacs (Previous Year: Rs. 1,08,237.83 Lacs) have right to convert the
 loans at their option into fully paid-up equity shares of the Company
 if the Company is in default for a period more than what is specified
 in the respective loan agreements.
 
 3.6 Vehicle Loans referred to above are secured by the hypothecation of
 the specific vehicles financed. The loans are repayable in monthly
 equal instalments (including interest) as per repayment schedule
 starting from 1st May, 2010 to 1st April, 2015.
 
 3.7 As on March 31, 2012, the Company has overdue ofRs. 1,437.59 Lacs and
 Rs. 948.77 Lacs being the loan amount and interest thereon respectively.
 
 4.1 Secured Loans from Banks referred to above includes:
 
 i) Rs. 5,000 Lacs secured by way of first charge on the current assets of
 the Company and second charge on Fixed Assets of the Company.
 
 ii) Rs. 20,000 Lacs secured by way of subservient charge on fixed assets
 and current assets of the Company both present and future.
 
 iii) Rs. 20,000 Lacs secured by way of first pari-passu charge on fixed
 assets both present and future of the Company with existing lenders.
 
 iv) Rs. 32,355.30 Lacs secured by way of first pari-passu charge on
 entire current assets of the Company, second pari-passu charge on the
 entire fixed assets of the Company.
 
 v) Rs. 5,482.76 Lacs secured by way of hypothecation of stock and
 receivables.
 
 vi) Rs. 2,529.88 Lacs secured by way of hypothecation of entire stock of
 raw materials, stock in process, finished goods, consumables, stores
 and spares, inward RR''s/GR''s receivables and all other current assets
 of the borrower on pari-passu basis with other consortium banks.
 
 4.2 Secured loans of Rs. 42,500.21 Lacs are further guaranteed by a
 promoter group Company and some of the directors in their personal
 capacity.
 
 4.3 As on March 31, 2012, the Company has overdue of Rs. 4,561.05 Lacs
 and Rs. 417.90 Lacs being the loan amount and interest thereon
 respectively.
 
 4.4 In accordance with the Accounting Standard (AS - 28) on
 Impairment of Assets the Management during the year carried out an
 exercise of identifying the assets that may have been impaired in
 respect of each cash generating unit.  On the basis of this review
 carried out by the Management, there was no impairment loss on Fixed
 Assets during the year.
 
 5.1 Cenvat / VAT recoverable represents the Cenvat/VAT/Central Sales
 Tax paid on the purchase of goods and services for the project and
 operations. The Company has been legally advised that such amounts are
 recoverable. Any unrealized amounts will be added back to the cost of
 the project or charged off to the statement of Profit and Loss, as the
 case may be in the year of settlement.
 
 5.2 Presently the Company is liable to pay Minimum Alternate Tax (MAT)
 under section 115JB of the Income Tax Act, 1961 (the Act) and the
 amount paid as MAT is allowed to be carried forward for being set off
 against the future tax liabilities computed in accordance with the
 provisions of the Act, other than section 115JB, in next ten years.
 Based on the future projection of the performances, the Company will be
 liable to pay the Income Tax as per provisions, other than under
 section 115JB, of the Act. Accordingly as advised in Guidance Note on
 Accounting for credit available in respect of Minimum Alternate Tax
 under the Income Tax Act, 1961 issued by The Institute of Chartered
 Accountants of India, Rs. 1,471.30 Lacs (Previous Year: Rs. 1,127.65 Lacs)
 being the excess of tax payable under section 115JB of the Act over tax
 payable as per the provisions other than section 115JB of the Act has
 been considered as MAT credit entitlement and credited to statement of
 Profit and Loss. The aggregate MAT credit entitlement available to the
 Company as on March 31, 2012 isRs. 2,091.44 Lacs. (Previous Year: Rs.
 1,127.65 Lacs) net of reversal of excess provision of Rs. 507.51 Lacs
 made in previous year.
 
 6.1 As per the Revised Guidelines for the Shipbuilding Subsidy issued
 by the Government of India on 25th March 2009, the Company is eligible
 for subsidy at the rate of 30% of the contract price, in respect of the
 export order received for vessels for which the contracts with the
 customers were signed on or before 14th August 2007. Accordingly
 Government Subsidy of Rs. 12,753.54 Lacs for the year ended March 31,
 2012 (Previous Year Rs. 7,494.13 Lacs) has been recognised as revenue
 including in respect of Ships under construction on proportionate
 completion basis.
 
 6.2 The Company has order for building several panamax sister vessels.
 The Company has initiated arbitration proceedings as per terms of
 contract for four panamax vessels & subsequently, the Company has
 received alleged cancellation notices for these vessels. The Company is
 of the view that it has a strong case. However, since most of the
 panamax vessels are sister vessels, the Company can deliver these
 vessels against orders for balance panamax vessels. Therefore the
 Company continues to recognise the revenue on these vessels and during
 the year the Company has recognised revenue of Rs. 29,047.63 Lacs
 (Previous Year: Rs. 9,792.32 Lacs) on these vessels and subsidy of Rs.
 8,714.29 Lacs (Previous Year: Rs. 2,937.70 Lacs).
 
 6.3 Employee Benefits
 
 As per Accounting Standard 15 Employee Benefits, the disclosure of
 employee benefits as defined in the accounting standards are given
 below:
 
 7.1 CONTINGENT LIABILITIES
 
 (No Cash Outflow is expected except stated otherwise)
 
                                                 Rs. in lacs
 
                                               2011-2012    2010-2011  
 
 
 a)   Guarantees given by Company''s Bankers
 
 i)   Refund Bank Guarantees given to 
 customers                                     14,815.31    17,539.84
 (Net of liabilities accounted for)
 
 ii) Other Bank Guarantees                     22,842.57     9,065.85
 
 (Bank Guarantees are provided under 
 Contractual/ Legal obligations.)
 
 b)  Demands not acknowledged as Debts
 
 i)  Income Tax                                 1,116.81       397.32
 
 (The Company has deposited under 
 protest Rs. 321.51 Lacs
 (Previous Year Rs. 288.67 Lacs) 
 out of total demand)
 
 ii) Service Tax and Excise Duty                   71.83        58.45
 (Relates to disallowance of CENVAT 
 Credit taken by the Company)
 
 iii)  Other Claims                               220.35       192.10
 (Relates to claims of suppliers and 
 demand raised by vendor for
 Service Tax etc.)
 
 c)  Letters of Credit opened in 
 favour of suppliers                            1,308.97    23,388.51
 (Cash Flow is expected on receipt 
 of materials from Suppliers)
 
 7.2  COMMITMENTS
 
 a) Estimated amount of contracts 
 remaining to be executed on Capital           91,862.47     3,377.20
 Accounts and not provided for 
 (Net of Advances).
 (Cash flow is expected on execution of 
 such Capital Contracts on
 progressive basis)
 
 b)  Other Commitments                            159.24        -
 (for investment in an Associate)
 
 Note - 8
 
 In the opinion of the management, Current Assets, Loans and Advances
 are of the value stated, if realized in the ordinary course of
 business.
 
 Note - 9
 
 The Company has issued, a Bond cum legal undertaking for Rs. 44,400 Lacs
 (Previous Year: Rs. 24,400 Lacs) in favour of President of India acting
 through Development Commissioner of Kandla Special Economic Zone for
 setting up a SEZ unit for availing exemption from payment of duties,
 taxes or cess or drawback and concession etc, a General Bond in favour
 of the President of India for a sum of Rs. 15,300 Lacs (Previous Year : Rs.
 15,300 Lacs) as Security for compliance of applicable provisions of the
 Customs Act, 1962 and the Excise Act, 1944 for EOU unit.
 
 Note - 10
 
 The Company has received thirteen show cause notices in its 100% EOU
 unit from the Office of the Commissioner of Central Excise, Bhavnagar
 and Directorate of Revenue Intelligence which mainly relates to wrong
 availment of Cenvat/ Customs Duty/Service Tax Credit availed on
 inputs/services used for Construction of Dry Dock and Goliath Cranes
 and non-submission of original evidences/documents and some procedural
 non-compliances. The Company does not for see any losses on this
 account.
 
 Note - 11
 
 On October 12, 2011 the Income Tax Authorities carried out search and
 seizure operations at the Company premises.  Given the information
 provided so far and the investigation carried out at the time of this
 operation, the Company believes that there will be no material tax
 liability for the year. The amount of tax liability, if any shall be
 determined upon completion of the process by the Tax Authorities.
 
 Note - 12 Segment Reporting
 
 A.  Segment information as per Accounting Standard - 17 on Segment
 Reporting :
 
 Information provided in respect of revenue items for the year ended
 March 31, 2012 and in respect of assets / liabilities as at March 31,
 2012.
 
 B Segment Identification, Reportable Segments and definition of each
 segment
 
 I Primary / Secendary Segment Reporting Format:
 
 The risk - return profile of the Company''s business is determined
 predominantly by the nature of its products.  Accordingly, the business
 segment constitute the Primary Segments for disclosure of segment
 information.
 
 II Reportable Segments:
 
 Segments have been identified and reported taking into account the
 differing risks and returns, nature of products, the organisational
 structure and the internal reporting system of the Company.
 
 III Segment Composition:
 
 Shipbuilding and Repairs comprises of Ship-Building and Repair
 activities carried out by the Company at or from its Shipyard located
 at Pipavav, Gujarat.
 
 Trading includes steel trading activities carried out by the Company.
 
 Note - 13
 
 Related Party Disclosures
 
 a) List of Related parties
 
 1.  Subsidiary Company
 
 E Complex Private Limited
 
 2.  Associates
 
 SKIL Infrastructure Limited
 
 Conceptia Software Technologies Pvt. Ltd.
 
 3.  Key Managerial Personnel
 
 Mr. Nikhil P. Gandhi
 
 Mr. Bhavesh P. Gandhi
 
 Mr. M. Jitendran (upto September 2011)
 
 Mr. Jigar Shah
 
 4.  Enterprises in which key managerial personnel or their relatives
 are able to exercise significant influence (Other Related Parties)
 
 Awaita Properties Private Limited
 
 Grevek Investments and Finance Private Limited
 
 Note - 14
 
 Disclosure pursuant to Accounting Standard - 7 (AS-7 Accounting for
 Construction Contracts) as notified by Companies Accounting Standards
 Rules, 2006:
 
 Note - 15
 
 Previous year figures have been reworked, regrouped, rearranged and
 reclassified, wherever necessary to make them comparable with those of
 the current year.
Source : Dion Global Solutions Limited
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