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Sesa Goa
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Explore Sesa Goa connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Amalgamation of Sesa Industries Limited with the Company:
 
 a) The Honourable Supreme Court of India, by an Order dated 7th
 February, 2011, approved the Scheme of Amalgamation (the “Scheme”) of
 Sesa Industries Limited (engaged in the manufacture and sale of Pig
 Iron and hereinafter referred to as SIL) (erstwhile subsidiary of Sesa
 Goa Limited) with the Company effective from the appointed date i.e.
 1st April, 2005, by setting aside the Order dated 21st February, 2009,
 passed by the Division Bench of the High Court of Bombay at Goa not
 sanctioning the Scheme passed by the Single Bench of the Honourable
 High Court of Bombay, at Goa vide its Order dated 18th December, 2008.
 The Scheme has accordingly been given effect to in these financial
 statements. The effective date of amalgamation is 14th February, 2011.
 
 b) In accordance with the Scheme approved by the Court:
 
 i) SIL stands dissolved without winding up with effect from 1st April,
 2005.
 
 ii) All assets, debts and liabilities of SIL have been deemed
 transferred to and vested in the Company with effect from 1st April,
 2005.
 
 iii) 9,398,864 equity shares of Rs.1 each have been issued in the ratio
 of 20 fully paid equity shares of Rs.1 each (after adjustment for stock
 split and bonus shares) in the Company for 5 fully paid equity shares
 of Rs.10 each held by the shareholders of SIL except that 17,650,284
 equity shares held by the Company in SIL stand cancelled.
 
 iv) Dividend on the aforesaid 9,398,864 equity shares of Rs.1 each
 amounting to Rs.12.88 crore has been paid to the shareholders of
 erstwhile SIL for the financial years from 31st March, 2006 to 31st
 March, 2010 at the rates declared in the relevant years. The aforesaid
 amount of Rs.12.88 crore includes dividend tax of Rs. 1.83 crore.
 
 c) The amalgamation has been accounted using the “Pooling of Interests”
 method whereby:
 
 i) The assets, liabilities and reserves (excluding share premium) of
 SIL have been recorded at their book values. The excess of net assets
 over the face value of shares allotted after eliminating the carrying
 value of the investment held in erstwhile SIL has been credited to
 Amalgamation Reserve. Accordingly, the balance of share premium in
 erstwhile SIL also stands eliminated.
 
 ii) The balance in the Profit and Loss account of SIL as of 1st April,
 2005 Rs. 6.60 crore and the incremental balance of Rs. 276.88 crore
 until 31st March, 2010 being the profits for the period from 1st April,
 2005 to 31st March, 2010 has been included in the balance in Profit and
 Loss Account.
 
 d) In view of the above amalgamation, the figures for the current year
 are not comparable with those of the previous year.
 
 3.  The Company has proposed to acquire upto 20% of the equity share
 capital of Cairn India Ltd (“CIL”), subject to requisite approvals. For
 the said acquisition, the Company is acting as a Person in Concert with
 its ultimate holding company Vedanta Resources Plc ( “Vedanta”), and/or
 any of Vedanta’s subsidiaries for acquiring majority of equity shares
 of CIL. The Company has received clearance from Securities and Exchange
 Board of India (“SEBI”) to proceed with an open offer of up to 20% of
 the shares of CIL. The Company has launched the Open Offer from 11th
 April, 2011 at a price of Rs. 355 per share of CIL which will close on
 30th April, 2011.
 
 In April 2011, the Company acquired 200 million shares amounting to
 10.4% stake in CIL from Petronas International Corporation Ltd.
 (“Petronas”) at a price of Rs. 331 per share. The acquisition is in
 addition to the Open Offer launched by the Company on 11th April, 2011.
 
 4.  The Company has acquired assets of the upcoming Steel Plant Unit of
 Bellary Steel and Alloys Ltd. (“BSAL”) for an all cash consideration of
 Rs. 220.00 crore. BSAL was in the process of putting up a 0.5 mtpa
 Steel Plant Project at Bellary. The properties of the under
 construction plant acquired are freehold land of ~700 acres, building
 and structures, plant and machinery and other assets of the Steel
 Plant. The Assets have been transferred on an “As is where is” basis to
 the Company as of 22nd March, 2011.
 
 The above acquisition has been challenged by JSW Ltd. in the Supreme
 Court. The court has asked both the parties to maintain status quo till
 the matter is decided.
 
 5.  During the previous year 2009-10, the Company had issued 33,274,000
 equity shares of Rs. 1 each at a premium of Rs. 160.46 per share for
 cash to Twin Star Holdings Limited on a preferential basis under the
 applicable provisions of The Securities and Exchange Board of India
 (Disclosure and Investor Protection) Guidelines 2000 (the
 “Guidelines”). A part of the proceeds aggregating Rs. 101.47 crore
 (Previous year Rs. 101.47 crore) has been utilised for the Company’s
 capital projects. The unutilised portion of the issue proceeds
 amounting to Rs. 435.77 crore (Previous year Rs. 435.77 crore) has been
 invested in Mutual Funds.
 
 6.  During the previous year 2009-10 the Company issued 5000 Foreign
 Currency Convertible Bonds (“FCCBs”) aggregating US$ 500 million at a
 coupon rate of 5% (net to bondholder). The bondholders have an option
 to convert these FCCBs into shares, at a conversion price of Rs. 346.88
 per share at a fixed rate of exchange on conversion of Rs. 48.00 per
 US$ 1.00 at any time on or after 9th December, 2009. The conversion
 price is subject to adjustment in certain circumstances. The FCCBs may
 be redeemed in whole, but not in part, on or after 30th October, 2012,
 subject to certain conditions. Unless previously converted, redeemed or
 repurchased and cancelled, the FCCBs fall due for redemption on 31st
 October, 2014 at par. As at 31st March, 2011, 2,832 FCCB’s have been
 converted into 39,188,159 equity shares.
 
 A part of the proceeds aggregating Rs. 775.28 crore (Previous year Rs.
 21.70 crore) has been utilised for the Company’s capital projects, the
 construction of which is in progress. The unutilised portion of the
 FCCB proceeds aggregating Rs. 1,607.22 crore (Previous year Rs.
 2,360.80 crore) have been placed in term deposits/ mutual funds/
 current accounts with a scheduled bank, pending utilisation. Interest
 aggregating Rs. 4.72 crore (Previous year Rs. 0.17 crore) in respect of
 amounts utilised for the construction of capital projects has been
 capitalised and included as part of Capital Work in Progress. The
 balance interest amounting to Rs. 2786 crore (Previous year Rs. 45.36
 crore) has been charged to the Profit and Loss Account.
 
 7.  Contingent Liabilities:
 
 i) Guarantees (excluding the liability for which provisions have been
 made) amounting to Rs. 783 crore (Previous year Rs. 9.04 crore) given
 by the Bankers in favour of various parties - none invoked.
 
 ii) Letters of Credit opened by the banks in favour of suppliers
 amounting to Rs. 363.13 crore (Previous year Rs. 174.52 crore).
 
 iii) Bonds executed in favour of customs authorities in respect of
 export of iron ore Rs. 1,627.71 crore (Previous year Rs. 1,003.23
 crore).
 
 iv) Claims by custom authorities (under dispute) relating to
 differential export duty on export shipments Rs. 49.13 crore (Previous
 year Rs. 49.13 crore). The said amount is also included under bonds
 executed detailed in point 7 (iii) above.
 
 v) Bills discounted under letters of credit with banks Rs. 353.90
 crore. (Previous year Rs. 471.08 crore).
 
 vi) Provisions have also not been made in the accounts in respect of
 the following liabilities not acknowledged as debts for the reasons
 stated against them:
 
 a) Dead rent on deemed mining leases for the period from 20.12.1962 to
 23.5.1987 amounting to Rs. 0.10 crore (Previous year Rs. 0.10 crore)
 and royalty for the period from 20.12.1961 to 30.9.1963 amounting to
 Rs. 0.12 crore (Previous year Rs.0.12 crore) sought to be levied by the
 Government pursuant to the Goa, Daman & Diu Mining Concessions
 (Abolition & Declaration as Mining Leases) Act, 1987, challenged by
 Special Leave Petition before Supreme Court of India.
 
 b) Claims related to commercial and employment contracts Rs. 740 crore
 (Previous year Rs. 706 crore).
 
 c) A civil suit claiming a damage of a minimum amount of Rs. 3750 crore
 (Previous year Rs. 3750 crore) towards infringement of patent has been
 filed against the Company.
 
 d) Disputed sales tax demand of Rs. 0.45 crore (Previous year Rs. 0.45
 crore) including interest and penalty of Rs. 0.09 crore (Previous year
 Rs. 0.09 crore) appealed before Appellate Authority.
 
 e) Disputed income tax demand of Rs. 19.51 crore (Previous year Rs.
 9.24 crore) including interest and penalty of Rs. 1.71 crore (Previous
 year Rs. 0.56 crore), appealed before Appellate Authority.
 
 f) Disputed demand from customs authorities towards fine and penalty of
 Rs. 0.35 crore (Previous year Rs. 0.35 crore) for improper
 documentation of equipment loaded/unloaded to/from the company’s vessel
 M.V.  Orissa and its improper use.
 
 g) Disputed demand from customs authorities of Rs. 1.60 crore including
 penalty of Rs. 0.80 crore, for transferring imported metallurgical coke
 at concessional rate of duty under the provisions of Customs (Import of
 Goods at Concessional rate of Duty for manufacture of Excisable Goods)
 Rules 1996 to the erstwhile M/s. Sesa Kembla Coke Company Limited,
 appealed before the Appellate Authority.
 
 h) Disputed forest development tax amounting to Rs. 173.96 crore
 (Previous year Rs. 164.12 crore) levied by Government of Karnataka
 challenged by writ petition filed in the High Court of Karnataka.
 Hearing of writ petition before the High Court of Karnataka is pending.
 A bank guarantee amounting to Rs. 35.00 crore (Previous year Rs. 74.00
 crore) has been furnished against this demand. Also an amount of Rs.
 32.97 crore (Previous year Rs. 5.00 crore) has been deposited against
 aforesaid demand and same is included under Loans and Advances
 
 i) A Notice issued by the Deputy Conservator of Forest, Chitradurga,
 demanding registration of a supplemental forest lease agreement by
 payment of stamp duty calculated on the net present value which has
 been challenged in the High Court of Karnataka. Estimated liability is
 Rs. 0.92 crore (Previous year Rs.0.92 crore). A bank guarantee
 amounting to Rs. 0.45 crore (Previous year Rs.  0.45 crore) has been
 furnished against this demand.
 
 j) Cess on transportation of Ore, coal and coke within Goa levied by
 Government of Goa under the Goa Rural Development and Welfare Cess Act,
 2000 (Goa Act, 29 of 2000) amounting to Rs. 73.16 crore (Previous year
 Rs. 49.31 crore) challenged by way of writ petition in the High Court
 of Bombay, Panjim Bench.
 
 k) A demand from Railway authorities towards stacking charges amounting
 to Rs. 4.09 crore appealed before Kolkata High Court and stay obtained.
 A bank guarantee amounting to Rs. 4.09 crore has been furnished against
 this demand.
 
 The Company does not expect devolvement of any liability in respect of
 the above.
 
 8.  Estimated amount of contracts (net of advances) remaining to be
 executed on capital account Rs. 319.16 crore (Previous year Rs. 402.21
 crore).
 
 The above information has been compiled in respect of parties to the
 extent to which they could be identified as micro or small enterprises
 on the basis of intimation received from the “suppliers” regarding
 their status under the Micro Small and Medium Enterprises Development
 Act, 2006.
 
 14.  Research and development expenditure of Rs. 0.29 crore (Previous
 year Rs. 0.29 crore) has been charged to Profit and Loss Account under
 specific heads of accounts, while Rs. Nil (Previous year Rs. Nil) has
 been incurred as capital cost for research and development.
 
 15.  Employee benefits obligations:
 
 Defined benefit plans:
 
 The Company offers its employees defined benefit plans in the form of
 gratuity schemes. Gratuity Scheme covers all employees as statutorily
 required under Payment of Gratuity Act, 1972. The Company has three
 gratuity schemes for different categories of employees. The Company
 contributes funds to Life Insurance Corporation of India and ICICI
 Prudential Life Insurance Company Limited, which are irrevocable.
 Commitments are actuarially determined at the year end. The actuarial
 valuation is done based on the “Projected Unit Credit” method.  Gains
 and losses of changed actuarial assumptions are charged to the Profit
 and Loss Account under the head ‘Personnel’.
 
 The contributions expected to be made by the Company during the
 financial year 2011-12 are Rs. 5.19 crore. 
 
 The above information is actuarially determined.
 
 Defined Contribution Plans:
 
 The Company offers its employees benefits under defined contribution
 plans in the form of provident fund, family pension fund and annuity
 fund. Provident fund, family pension fund and annuity fund cover
 substantially all regular employees. Contributions are paid during the
 year into separate funds under certain statutory / fiduciary type
 arrangements. While both the employees and the Company pay
 predetermined contributions into the provident fund and pension fund,
 the contribution to annuity fund are made only by the Company. The
 contributions are normally based on a certain proportion of the
 employee’s salary.
 
 Footnotes:
 
 1.  Net of processing and handling loss on ore handled and
 processed/reprocessed during the year.
 
 2.  The closing stock of ore excludes 0.053 million metric ton
 (Previous year 0.081 million metric ton) received on loan basis.
 
 3.  Figures in brackets relate to previous year.
 
 4.  Quantities are in dry metric tons (DMT).
 
 5.  Hitherto, the quantities were stated in wet metric tons (WMT);
 accordingly the quantities in respect of previous year have been
 restated in DMT to conform to current year’s measurement.
 
 Footnotes:
 
 1. Excludes 0.312 million metric ton of Iron Ore used for captive
 consumption.
 
 2. Figures in brackets relate to previous year.
 
 3. Quantities are in dry metric tons (DMT).
 
 4. Hitherto, the quantities were stated in wet metric tons (WMT);
 accordingly the quantities in respect of previous year have been
 restated in DMT to conform to current years measurement. 
 
 iii) Services rendered to third parties towards repair of barges and
 machinery etc. amount to Rs. 13.04 crore (Previous year Rs. 23.76
 crore)
 
 19.  Segment Information As required by Accounting Standard No. 17 on
 Segment Reporting
 
 i) The Company is collectively organised into three main business
 segments namely:
 
 - Iron Ore
 
 - Metallurgical coke
 
 - Pig iron
 
 Segments have been identified and reported taking into account the
 nature of the product and services, the organisation structure and
 internal financial reporting system.
 
 21.  Foreign Currency Exposures:
 
 The year end foreign currency exposures that were not hedged by a
 derivative instrument or otherwise are given below.
 
 26.  Related party information:
 
 Related party information as required by AS 18 is given below: 
 
 A. Names of the related parties and their relationships:
 
 i) Holding Companies:
 
 - Finsider International Company Limited  Holding Company
 
 - Richter Holding Limited                 Holding Companies of 
                                           Finsider International 
                                           Company Limited 
 - Westglobe Limited
 
 - Vedanta Resources Plc                   Ultimate Holding Company
 
 ii) Subsidiaries of the Company:
 
 - Sesa Industries Limited (amalgamated during the year, Refer Note No.
 2)
 
 - Sesa Resources Limited (formerly V. S. Dempo & Co. Limited)
 
 - Sesa Mining Corporation Limited (formerly Dempo Mining Corporation
 Limited)
 
 iii) Fellow Subsidiaries:
 
 With whom transactions have taken place during the year 
 
 - Bharat Aluminium Company Limited 
 
 - Hindustan Zinc Limited 
 
 - Konkola Copper Mines
 
 - The Madras Aluminium Company Limited 
 
 - Sterlite Industries (India) Limited 
 
 - Sterlite Iron and Steel Company Limited 
 
 - Sterlite Technologies Limited 
 
 - Twin Star Holdings Limited 
 
 - Vedanta Aluminium Limited 
 
 - Vizag General Berth Cargo Private Limited
 
 iv) Jointly Controlled Entity:
 
 - Goa Maritime Private Limited
 
 v) Details of Key Management Personnel
 
 Executive directors
 
 - Mr. P. K. Mukherjee
 
 - Mr. A. K. Rai
 
 - Mr. A. Pradhan
 
 - Mr. H. P. U. K. Nair (Retired on 01.10.2009)
 
 - Mr. M. D. Phal (Retired on 30.04.2009)
 
 vi) Enterprise in which significant influence is exercised by Key
 Management Personnel 
 
 - Sesa Community Development Foundation
 
 * Inter-corporate deposits have been placed at an interest rate of 8%
 from April 2010 to September 2010, 9% from October 2010 to December
 2010 and 11% p.a. from January 2011 to March 2011 and are secured
 against a corporate guarantee from Vedanta Resources Plc., the ultimate
 holding company. As no cash and cash equivalents were involved in the
 roll-over of this Inter-corporate deposit, the same has been excluded
 from the Cash Flow Statement.
 
 ** Inter-corporate deposits have been placed at an interest rate of 8%.
 
 27.  The ultimate holding company viz, Vedanta Resources Plc,
 (“Vedanta”) offers equity-based award plans to its employees, officers
 and directors based on the performance conditions as set out in the
 scheme, duly approved by the board of directors and by the shareholders
 of Vedanta on 24th December, 2003 and 20th January, 2004 respectively.
 The performance condition attached to outstanding awards under the Long
 Term Incentive Plan (LTIP) is that of Vedanta’s performance, measured
 in terms of Total Shareholder Return (“TSR”) compared over a three year
 period or such period as the Board of Vedanta may determine with the
 performance of the companies as defined in the scheme from the date of
 grant. Under this scheme, initial awards under the LTIP were granted in
 February 2004 with further awards being made in June 2004, November
 2004, February 2006, November 2007, February 2009, August 2009 and
 January 2010.
 
 The fair values were calculated using a Monte Carlo model with suitable
 modifications to allow for the specific performance conditions of the
 LTIP. The inputs to the model include the share price at date of grant,
 exercise price, expected volatility, expected dividends and the risk
 free rate of interest. A progressive dividend growth policy is assumed
 in all fair value calculations. Expected volatility has been calculated
 using historical share prices over the period to date of grant that is
 commensurate with the performance period of the option. The share
 prices of the mining companies in the Adapted Comparator Group have
 been modelled based on historical price movements over the period to
 date of grant which is also commensurate with the performance period
 for the option. The history of share prices is used to determine the
 volatility and correlation of share prices for the companies in the
 Adapted Comparator Group and is needed for the Monte Carlo simulation
 of their future TSR performance relative to the Company’s TSR
 performance. All options are assumed to be exercised six weeks after
 vesting.
 
 The awards are indexed to and settled in Vedanta shares. The awards
 provide for a fixed exercise price denominated in Vedanta’s functional
 currency at 10 US cents per share. Vedanta is obligated to issue the
 shares.  On the grant date, fair value of the awards is recovered by
 Vedanta from the Company to the extent the awardees have been deployed
 at the Company.
 
 Accordingly, Vedanta, on the basis of fair value of options granted to
 such employees charged a proportionate cost to the Company in the
 amount of Rs. 5.86 crore (Previous year Rs. 5.34 crore) which is
 charged to the Profit and Loss Account under the head “Salaries, Wages,
 bonus and allowances” in Schedule 16 to the financial statements.
 
 Vedanta has obtained an overall valuation of the options granted by it
 to the awardees. Information related to options granted to the eligible
 resources deployed at the Company is not readily available and
 accordingly the movements in options have not been disclosed.
 
 28.  “Other current assets” comprise interest accrued on term deposits.
 
 29.  Previous year’s figures have been regrouped and rearranged
 wherever necessary to conform to current year’s classification.
 
 
Source : Dion Global Solutions Limited
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