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0.8 (4%)| Notes to Accounts | Year End : Mar '11 |
1. Contingent Liabilities As at As at
31.3.2011 31.3.2010
(Rs. in (Rs. in
Lacs) Lacs)
a) Letters of Credit Outstanding US$ 132126.60 Euro 28508.40
(Rs.60.78) (Rs. 16.92)
b) Bank Guarantees given by Company 258.80 116.74
c) Excise/Service Tax demand/claims
under appeal 128.54 79.98
(including Rs.1.93 lacs (Previous
year Rs.1.93 lacs) deposited under
protest)
d) Differential Interest (as
per Note No. 5) 5682.92 5294.11
e) Under charges and detention
charges levied by railways - 25.17
not paid in view of the matter
being subjudice.
f) Sales Tax Demand (as per Note
No. 16) 5928.81 5345.45
g) Estimated amounts of contracts
remaining to be executed 55.48 23.71
on capital account and not provided
for
2. The Rights Offers in respect of 2350 Equity Shares continue to be
in abeyance pursuant to Section 206A(b) of the Companies Act, 1956. A
sum of Rs.4,500/- had been received as Application Money for 100 Equity
Shares out of the same.
3. Chandigarh Administration has allotted land to Company for
construction of Office Building for Rs.169.47 lacs. Interest on delayed
payments amounting to Rs.75.98 lacs has been imposed by the Estate
Officer, Chandigarh. The Company is in the process of seeking
appropriate legal remedy against the Orders of the Estate Officer
Imposing penal interest In the meanwhile the Company has paid Rs.75.98
lacs towards penal interest under protest.
4. The Corporate Debt Restructuring (CDR) Empowered Group of CDR Cell
had sanctioned a Restructuring Package for the Company which was
communicated vide letter dated 2nd January, 2003. The Company had filed
an Appeal before the CDR Core Group against some of the conditions
stipulated In the said Restructuring Package. The CDR Empowered Group
had subsequently approved a Revised Restructuring Package which had
been communicated to the Company by the CDR Cell vide its letters dated
15th June, 2004 and 17th June, 2004. The Revised Restructuring Package
includes inter alia the reduction of Interest rates w.e.f. 1st April,
2003 on Term Loans/NCDs from 13% pa. to 10.5% pa. in case of Financial
Institutions/ Banks opting for the conversion of part of loans into the
Equity and Cumulative Redeemable Preference Shares (CRPS) and to 9%
p.a. In case of those not opting for the conversion, reduction of
Interest rate From 13% p.a. to 9% p.a. on the Working Capital
Facilities and rescheduling of the payments of Terms Loans,
Non-Convertible Debentures and Overdue Interest accrued up to 1st
April, 2003. In the case of IDBI Bank Limited and ICICI Bank Limited,
the Interest rate has been reduced to 5% p.a. and 6% p.a.,
respectively. The Company had accepted the said Revised Restructuring
Package except some of the conditions stipulated therein and had filed
an Appeal before CDR Core Group against the said conditions stipulated
In the said Revised Restructuring Package. The CDR Cell vide its letter
dated 31st August, 2004 had modified the three conditions pertaining to
recompense clause, pledge of shares and sale of converted equity by
lenders to the strategic investor. The Company had subsequently
accepted the Revised Restructuring Package subject to the decision of
the CDR Empowered Group conveyed vide letter dated 23rd April, 2005 to
keep three conditions of the said Package viz. part of recompense
clause, pledge of shares and sale of converted equity by lenders to the
strategic investor in abeyance till 30th June, 2005 or till
disinvestment Is completed, whichever is earlier and the Monitoring
Committee to re-examine the Company''s request with regard to
modifications/waiver of these three conditions. Meanwhile, Bank of
Punjab Limited submitted a new Proposal for One Time Settlement (OTS)
which was approved by the CDR Empowered Group in its meeting held on 9
August, 2005. The Bank of Punjab Limited had also given its individual
sanction for the said OTS vide its letter dated 16th September, 2005.
As per the approved OTS, the principal amount was repayable in 24
monthly installments w.e.f. 1st June, 2004 carrying interest at the
rate of 5.26% p.a. The Company had also received individual sanctions
in consonance with the Revised Restructuring Package from all other
lenders. As per the recompense clause stipulated in the Revised
Restructuring Package, the Lenders have the right of recompense in
respect of the sacrifices undertaken by them on account of reduction In
interest rates, waivers etc. The CDR Empowered Group in its meeting
held on 29th March, 2006 inter-alia approved keeping in abeyance three
conditions viz. (a) conversion of part of the loan into
equity/preference shares and lenders right to sell the converted
equity; (b) conversion of sacrifices into equity and (c) pledge of
shares, till 30st June, 2006 which had further been extended till 31tg
December, 2007. The Company had requested CDR Empowered Group to defer
the above conditions till 31st March, 2010 and also to defer the
repayment of the principal amount for 16 months w.e.f. 1st April, 2009
to enable the Company to meet the fund requirements for the essential
expenditure on remembraning and recoating of electrolysers and
replacement/repair of some other critical items of plant and
machinery.The CDR Empowered Group of CDR Cell had in its meetings held
on 14th May, 2009 and 11th June, 2009 approved the Company''s said
proposal. The deadline of 31st March, 2010 had further been extended
upto 30th September, 2010 as per the decision taken by CDR Empowered
Group of CDR Cell in its meeting held on 14th May, 2010. The CDR
Empowered Group of CDR Cell has in its meeting held on 25* June, 2010
approved (a) deferment of repayment of outstanding principal (two
quarters deferment) repayable in 8 quarterly installments commencing
from 1st April, 2011 and ending on 1st January, 2013, (b) funding of
90% of interest fallen/falling due on 1st April, 2010 and 1st July,
2010 payable In 4 quarterly installments w.e.f. 1st January, 2011 and
(c) increase In the interest rate on the outstanding term loans from
10.5% p.a. to 11% p.a. under option ''A'' and from 9% p.a. to 9.25% p.a.
under option ''B'' in order to protect NPV of future cash flows with
interest reset option. The CDR Empowered Group of CDR Cell has in its
meeting held on 6* December, 2010 approved (a) extension of time till
31st March, 2011 for completing disinvestment process and keeping in
abeyance till 31 March, 2011 the compliance of pending conditions and
(b) funding of 90% of interest for 2 quarters by protecting NPV of
future cash flows. The CDR Empowered Group of CDR Cell has in its
meeting held on 7th March, 2011 approved the extension of time till
30th June, 2011 for completion of disinvestment process and till 15th
July, 2011 for compliance of pending CDR conditions.
5. The Revised Restructuring Package sanctioned by the CDR Empowered
Group on 15th June, 2004 inter- alia provided an option for conversion
of part of loans into Equity Shares and Cumulative Redeemable
Preference Shares on at par basis to the lenders who opt for this
option. Accordingly, Industrial Development Bank of India Limited
(IDBI), IFCI Limited (IFCI), Life Insurance Corporation of India (LIC)
and Punjab National Bank (PNB) have opted for this option. The Company
has also received notices from IDBI and IFCI for the conversion of part
of loans into Equity Shares. The Company has also received notices from
PNB and LIC for the conversion of part of loans into Equity Shares and
Cumulative Redeemable Preference Shares. The Board of Directors had,
inter-alia, agreed, in principle, to issue subject to the consent of
the Shareholders under the relevant provisions of the Companies Act,
1956 and also subject to the outcome of the Informal Guidance of the
Securities and Exchange Board of India (SEBI) by way of Interpretive
Letter under the SEBI (Informal Guidance) Scheme, 2003 sought by the
Company vide its letter dated 10th April, 2006, regarding applicability
of the Guidelines for Preferential Issues (as amended) as per Chapter
XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000, and
also subject to such other approvals, permissions, sanctions and
consents as may be necessary, said shares of the Company to IDBI, IFCI,
PNB and LIC as per their notices. The Board of Directors had
subsequently decided to defer the matter regarding the issue of Equity
Shares of the Company to IDBI, IFCI, LIC and PNB upon conversion of
part of their loans, for the time being.
6. The Company had revalued its Fixed Assets (other than the100 TPD
Membrane Cell Plant Power Line) as on 31st March, 2004 on the basis of
existing use value by an independent professional valuer. The
revaluation of assets had been approved by the Board of Directors in
its meeting held on 27th October, 2005 and the revalued figures were
incorporated in the accounts in the financial year 2005-06. Accordingly
a sum of Rs.6243.16 lacs being the surplus of the value of assets over
the written down value, had been credited to the Revaluation Reserve.
The Depreciation for the year ended 31st March, 2011 charged to Profit
and Loss Account does not include the depreciation arising on
revaluation of Fixed Assets for the year ended 31st March, 2011, which
has been debited to the Revaluation Reserve.
7. The Company had revalued its 100 TPD Membrane Cell Plant Power Line
as on 31st March, 2006 on the basis of existing use value by an
independent professional valuer. The revaluation of the asset had been
approved by the Board of Directors in its meeting held on 29th October,
2007 and the revalued figure was incorporated in the accounts in the
financial year 2007-08. Accordingly, a sum of Rs.27.78 lacs being the
surplus of the value of the asset over the written down value, had been
credited to the Revaluation Reserve. The Depreciation for the year
ended 31st March, 2011 charged to Profit and Loss Account does not
include the depreciation arising on the revaluation of the said asset
for the year ended 31st March, 2011, which has been debited to the
Revaluation Reserve.
8. The Company had revalued its Fixed Assets as on 31st March, 2009 on
the basis of existing use value by an independent professional valuer.
The revaluation of assets had been approved by the Board of Directors
in its meeting held on 29th January, 2010 and the revalued figures were
incorporated in the accounts in the financial year 2009-10. Accordingly
a sum of Rs.4819.99 lacs being the surplus of the value of assets over
the written down value, had been credited to the Revaluation Reserve.
The Depreciation for the year ended 31st March, 2011 charged to Profit
and Loss Account does not include the depreciation arising on
revaluation of Fixed Assets for the year ended 31st March, 2011, which
has been debited to the Revaluation Reserve.
9. House Tax amounting to Rs.11.47 lacs (Previous year Rs. Nil) has
been deposited during the year under protest with Municipal Council,
Nangal.
10. The final adjustment of (a) expenses on common facilities with
Punjab National Fertilizers & Chemicals Limited (under liquidation) for
Railway Siding, Hostel Building, Power Link Line, Land, Tubewell, Staff
Housing Colony and Storm Water Drain etc., and (b) other expenses
aggregating to Rs.294.73 lacs incurred on behalf of Punjab National
Fertilizers & Chemicals Limited shall be made as per the settlement by
the Official Liquidator of Punjab National Fertilizers & Chemicals
Limited. However, an amount of Rs.22.78 lacs (previous year Rs.24.19
lacs) has been provided as doubtful debt during the current year.
11. Debit & Credit balances of parties are subject to their
confirmation.
12. Legal action had been instituted against customers from whom a
total sum of Rs. 149.95 lacs (Previous year Rs. 157.43 Lacs) is due as
the balance of the principal value of goods supplied. Out of these,
some cases have been decided and decrees/awards for a principal sum of
Rs.73.75 lacs (Previous year Rs.75.23 lacs) have been passed/ announced
in favour of the Company. The remaining cases are pending before
various Courts/Arbitrators.
13. The cost of membranes Is being amortised over a period of three
years. The cost of recoating of pans of electrolysers is being
amortised over a period of eight years.
14. The Company had claimed Sales Tax Exemption on total production
w.e.f. 1st April, 2003 in terms of Exemption Certificate under the
Punjab General Sales Tax (Deferment & Exemption) Rules, 1991 granted to
the Company by the Assistant Excise and Taxation Commissioner, Ropar.
This exemption from the payment of Sales Tax on the total production
had been claimed on the basis of Punjab Industrial Incentive Code under
the Industrial Policy, 1996. However, the Assessing Authority has
passed the Assessment Order for the period 1st April 2003 to 30th
September 2003 disallowing the exemption and has raised Demand of
Rs.823.96 lacs by charging Sales Tax on the entire sale proceeds of the
Company during the said period. This has not been provided for In the
books of account as the Company has filed a Civil Writ Petition in the
Punjab & Haryana High Court challenging the said Assessment Order. The
High Court has admitted the same and stayed the recovery of the said
amount. The Interest on the said demand works out to Rs.1384.25 lacs
for the period from 2004-05 to 2010-11. Further the Assessing Authority
has assessed the cases for the years 2003-04 (3rd and 4th quarter),
2004-05 and 2005-06 during the year after disallowing the exemption on
total production and has vide Orders dated 19.11.2009 for the year
2003-04 (3rd and 4th quarter) & 2004- 05 and Order dated 30.11.2009 for
the year 2005-06 (Orders received by the Company on 03.03.2010) imposed
Sales Tax/VAT amounting to Rs.168.57 lacs for the year 2003-04 (3rd and
4th quarter), Rs.437.30 lacs for the year 2004-05 and Rs.1000.83 lacs
for the year 2005-06.These amounts have not been provided for in the
books of accounts as the Company has filed three separate Civil Writ
Petitions (in respect of the years 2003-04 (3rd and 4th quarter),
2004-05 and 2005-06) in the Punjab & Haryana High Court challenging the
Orders passed by the Assessing Authority. The Hon''ble Punjab & Haryana
High Court has admitted the said Civil Writ Petitions and stayed the
recovery of the demands. The interest on the said demands worked out to
Rs.2113.90 lacs for the period up to 2010-11. The assessment of
remaining years is pending for which the additional liability, if any,
is unascertainable.
15. Related Party Disclosures:
a) Names of related Parties and description of relationships, having
transactions during the year
1) Significant Interest Entities:
The Punjab State Industrial Development Corporation Limited holds
90,90,000 Equity Shares of the Company, which constitutes 44.26% of the
Subscribed Capital.
2) Key Managerial Personnel
Shri Ajay Kumar Mahajan, Managing Director (till 29th November, 2010)
Shri S.S. Bains, IAS, Managing Director (w.e.f. 30th November, 2010)
16. A total of 2999 and 61 Chlorine Cylinders of 900 Kg. and 100 Kg.
each respectively, were in circulation with various customers as
returnable empties, as on 31.3.2011.
17. 0.5 Acre of land is on lease with one Down Stream Unit for a
period of 30 years.
18. Based on the information available with the Company, no balance is
due to the micro and small enterprises as defined under the MSMED Act,
2006. Further, no interest during the period has been paid or is
payable under the terms of the MSMED Act, 2006.
19. The Company operates in a single business segment viz. chemicals.
Hence segment reporting under AS- 17 is not applicable.
20. a) The Corresponding figures of the previous year have been
regrouped/reclassified, wherever necessary.
b) The figures have been rounded off to the nearest Rs. Lacs. |
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| Source : Dion Global Solutions Limited | |
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