1) Previous year''s figures have been regrouped / reclassified, wherever
necessary to make them comparable with the figures of the current year
financial statements.
(Rs. in crore)
2010-11 2009-10
2) Contingent liabilities in respect of :-
a) Amount of claims of certain retrenched
employees Amount not Amount not
for re-instatement with back wages ascertained ascertained
b) Corporate guarantees given to
Banks/Institutions 44.62 205.22
c) Performance guarantees given to
customers by bankers 16.41 30.38
d) Disputed demand not acknowledged as
debt against which the Company
has preferred appeal
Income Tax 12.97 11.71
Sale Tax 2.35 –
3) The Scheme of Arrangement (the Scheme) between the Company and its
equity Shareholders was approved by the Board of Directors vide its
resolution dated June 30, 2008, by the Shareholders in their Court
convened meeting held on September 15, 2008 and by the Honourable High
Court of Gujarat vide its order dated March 25, 2009. The Appointed
Date of Scheme was April 1, 2008. The Company filed the Order with the
Registrar of Companies, Gujarat on April 14, 2009 within the time
specified in the order and the Scheme had been given effect to in
the previous year''s financial statements. Accordingly, as per the
Scheme, from the said date, the Company earmarked Rs.200 crore from
Securities Premium Reserve to International Business Development
Reserve Account (the IBDR).
As per the Scheme, the balance of IBDR so earmarked is available
towards such expenses as specified under the Scheme. Accordingly,
during the year, the Company has adjusted against the earmarked balance
of IBDR an amount of of Rs.46.47 crore (previous year Rs.10.53 crore) being
such specified expenses as per the Scheme. The said accounting
treatment has been followed as prescribed under the Scheme and it has
no impact on the profit for the year, as per the Scheme.
4) The Company issued Zero Coupon Foreign Currency Convertible Bonds
(FCCBs) aggregating to US$ 225 million on March 12, 2008 for
financing foreign currency expenditure for expansion plans in existing
businesses, investments in overseas joint ventures and/or wholly owned
subsidiaries, international acquisitions and others.
As per the terms & conditions of the Offering Circular dated March 12,
2008, the Conversion Price of FCCBs is reset at Rs.246.50 from Rs.290.00
per equity share of Rs.1 each on March 12, 2010.
5) ESOP
i) The Company initiated the Sintex Industries Limited Employee Stock
Option Scheme, 2006 (the Scheme) for all eligible employees in
pursuance of the special resolution approved by the Shareholders in the
Extraordinary General Meeting held on February 24, 2006. The Scheme
covers all directors and employees (except promoters or those belong to
the promoters'' group) of the Company and directors and employees of all
its subsidiaries. Under the Scheme, the Compensation Committee of the
Board (the Committee) administers the Scheme and grants stock options
to eligible directors or employees of the Company and its subsidiaries.
The Committee determines the employees eligible for receiving the
options and the number of options to be granted subject to overall
limit of 10,000 options per annum for each employee. The vesting period
is at the expiry of thirty six months from the date of the grant of
option. The Committee has decided the exercise price of Rs.91.70 per
equity share of Rs.2 each as per clause 8.1 of SEBI (Employees Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
ii) The Company has given loan to Sintex Employees Welfare Trust (ESOP
Trust) towards subscribing 10,00,000 equity shares of the Company at
Rs.91.70 per equity share of Rs.2 each aggregating to Rs.9.17 crore. On
August 21, 2006, the Company issued 10,00,000 equity shares of the face
value of Rs.2 each to ESOP Trust at Rs.91.70 per equity share.
iii) During the year, each equity share of Rs.2 each has been sub-divided
into two equity shares of Rs.1 each. Hence ESOP Trust holds 20,00,000
equity shares of the face value of Rs.1 each at Rs.45.85 per equity share.
iv) During the year, 77,000 equity shares of Rs.1/- each have been
allotted to the employees on exercise of options granted to them.
6) Employee Benefits
A) Defined Benefit Plans
i) Actuarial gains and losses in respect of defined benefit plans are
recognised in the Profit & Loss Account.
ii) The Defined Benefit Plan comprises of Gratuity and Leave Encashment
Gratuity is a benefit to an employee based on 15 days last drawn basic
salary including dearness allowance (if any) for each completed year of
continuous service with part thereof in excess of six months.
The plan is funded through Sintex Industries Limited Employees Gratuity
Trust Fund.
a) The discount rate is based on the prevailing market yields of Indian
Government securities as at the Balance Sheet date for the estimated
terms of the obligations.
b) Expected Rate of Return of Plan Assets : This is based on the
expectation of the average long term rate of return expected on
investments of the fund during the estimated term of obligations.
c) Salary Escalation Rate : The estimates of future salary increases
considered takes into account the inflation, seniority, promotion and
other relevant factors.
vii The Company has Defined Benefit Plans for Gratuity to its
employees, contribution for which are made to Life Insurance
Corporation of India who invests the funds as per Insurance Regulatory
and Development Authority Guidelines.
ix The contribution expected to be made by the Company during the
financial year 2011-12 has not been ascertained.
B) Defined Contribution Plans
Rs. 5.49crore (previous year Rs. 4.95 crore) recognised as an expense and
included in the Schedule 16 of Profit and Loss Account under the head
Contributions to Provident, Superannuation and Gratuity Fund.
ii) Rate of Interest for the loans and advances given to Zep Infratech
Limited and Bright AutoPlast Limited has been decided on draw down but
not less than prevailing bank rate
B) Investment by the loanee in the shares of the Company
None of the loanees and loanees of subsidiary companies have, per se,
made investments in shares of the Company.
7) Foreign currency exposure not hedged by derivative instruments as
at March 31, 2011 amounting to Rs.1012.22 crore (previous year Rs.1027.19
crore).
8) Related Party Transactions:
a) Names of related parties & description of relationship :
Sr. No. Nature of Relationship Name of Related Parties
1 Associate Companies BVM Finance Pvt. Ltd.
2 Key Management Personnel Shri Dinesh B. Patel, Chairman
Shri Arun P. Patel, Vice-chairman Shri Rahul A. Patel, Managing
Director Shri Amit D. Patel, Managing Director Shri S.B.Dangayach,
Managing Director
3 Subsidiaries (Control exists) Zep Infratech Limited (Formerely known
as Zeppelin Mobile Systems India Limited)
Sintex Holdings B.V.
Bright AutoPlast Limited
Sintex Infra Projects Limited
Sintex Holdings USA, Inc.
Sintex France SAS
Sintex Industries UK Ltd.
Sintex Austria B.V.
Amarange Inc.
Wasaukee Composites Inc.
Wasaukee Composites Inc.- Owosso, Inc.
WCI Wind Turbine Components, LLC.
Nief Plastic SAS
NP Hungaria kft
NP Nord SAS
NP Slovakia SRO
NP Savoie SAS
NP Tunisia SARL
NP Vosges SAS
Segaplast SAS
Segaplast Maroc SA
Siroco SAS
Thermodole SAS
AIP SAS
Cuba City Real Estate LLC
Owosso Real Estate LLC
SIMOP SAS
SICMO SAS
SCI NP IMMO
Nief Global Ltd.
Wausaukee Global Ltd.
c) Disclosure of Material Related Party Transactions during the year:
1) Purchase of goods/services include services from Bright AutoPlast
Ltd. Rs.12.14 crores (Previous Year Rs. Nil)
2) Sale of goods/services include sale to Zep Infratech Limited Rs.0.31
crore (Previous Year Rs. Nil), Sintex Infra Projects Ltd. Rs.20.05 crores
(Previous Year Rs. Nil)
3) Managerial Remuneration include remuneration to Shri Dinesh B. Patel
Rs.2.76 crore (Previous Year Rs.1.53 crore), Shri Arun P. Patel Rs.2.75
crores (Previous Year Rs.1.54 crore), Shri Rahul A. Patel Rs.2.53 crore
(Previous Year Rs.1.77 crore), Shri Amit D. Patel Rs.2.54 crore (Previous
Year Rs.1.79 crore), Shri S. B. Dangayach Rs.1.78 crore (Previous Year
Rs.1.17 crore)
4) Unsecured Loan/Advance Given include to Zep Infratech Ltd. Rs.12.25
crore (Previous Year Rs.16.82 crore), Bright AutoPlast Ltd. Rs.14.07
crore(Previous Year Rs.86.21 crore), Sintex Infra Projects Ltd. Rs.17.88
crore (Previous Year Rs.0.50 crore). Loan returned during the year
include from Zep Infratech Ltd. Rs.8.00 crores (Previous Year Rs.46.00
crore), Bright AutoPlast Ltd. Rs.5.22 crore (Previous Year Rs.92.01 crore),
SintexInfra Projects Ltd. Rs.9.50 crore (Previous Year Rs. Nil)
5) Unsecured Loan/Advances Taken (Repaid) includes from Zep Infratech
Ltd. Rs. Nil (Previous Year Rs.29.18 crore), Bright AutoPlast Ltd. Rs. Nil
(Previous Year Rs.5.81 crore)
6) Dividend received include from Zep Infratech Limited Rs.0.65 crore
(Previous Year Rs.0.22 crore)
9) As per Accounting Standards (AS) 17 Segment Reporting, segment
information has been provided in the Notes to Consolidated Financial
Statements. |