Background
Tecpro Systems Limited is an engineering company primarily engaged in
designing, engineering, manufacturing, supply, installation and
erection of material handling systems, power plants including balance
of plant packages in power sector.
1. Amalgamation
(a) Background and nature of business First Scheme
The Hon''ble High Court of Delhi and the Hon''ble High Court of Rajasthan
had approved the Scheme of Amalgamation of Company''s wholly owned
subsidiary Blossom Automotive Private Limited (Transferor company or
Blossom) with Tecpro Systems Limited (Transferee Company or Company or
TSL) on 22 May 2009 and 10 July 2009 respectively. The Orders of the
Hon''ble High Courts of Delhi and Rajasthan were duly fled with the
respective Registrar of Companies and the Scheme of Amalgamation became
effective on 10 September 2009.
Prior to amalgamation Blossom owned the factory premises at Bhiwadi in
Rajasthan which had been exclusively let out to Tecpro Systems Limited
for carrying out manufacturing operations.
Second Scheme
The Hon''ble High Court of Bombay at Mumbai and the Hon''ble High Court
of Delhi had approved the Scheme of Amalgamation of Tecpro Ashtech
Limited (the First Transferor Company or TAL) and Tecpro Power Systems
Limited (the Second Transferor Company or TPSL) with the Tecpro Systems
Limited (the Transferee Company or Company or TSL) vide their
order dated 20 November 2009 and 4 March 2010 respectively. The First
Transferor Company and the Second Transferor Company were hereinafter
jointly referred to as the Transferor Companies. The effective date
of amalgamation being the last of the dates on which the certifed
copies of the orders of the High Courts had been fled with the
Registrar of Companies at Mumbai and Delhi was 31 March 2010.
The First Transferor Company was engaged in the business of manufacture
of ash handling equipments and undertakes turnkey projects for ash
handling systems. The Second Transferor Company was engaged in the
business undertaking the Erection, Procurement and Construction
contracts for setting up the power plants and also undertakes design
and engineering services for power sector projects.
(b) Salient features of the Schemes
The salient features of the frst scheme of amalgamation of Blossom with
the Company are as follows:
- The Appointed Date for the amalgamation was 1 April 2008.
- On and from the Appointed Date, authorised share capital of the
Transferor Company has been merged with those of the Transferee
Company.
- The undertaking of the Transferor Company were to vest in the Company
subject to encumbrances, charges if any.
- All suits, claims, actions and proceedings by or against the
transferor company pending and / or arising on or before the effective
date shall be continued and be enforced by or against the transferee
company as effectually as the same had been instituted by or pending
against the Transferee Company.
- Upon the scheme becoming effective, any loan or other obligation due
between or amongst the Transferor Company and the Transferee Company,
if any, shall stand discharged and there shall be no liability in that
behalf.
The salient features of the second scheme of amalgamation of TAL and
TPSL with the Company are as follows:
- The Appointed Date for the amalgamation was 1 April 2009.
- On and from the Appointed Date, authorised share capital of both the
Transferor Companies had been reclassifed and merged with authorised
share capital of the Transferee Company.
- With effect from the Appointed Date, the whole of the undertakings of
both the Transferor Companies, shall pursuant to provisions of Sections
394(2) and other applicable provisions of the Act, without any further
act, instrument or deed be transferred to and be vested in the
Transferee Company as a going concern so as to become the undertakings
of the Transferee Company by virtue of and in the manner provided in
this Scheme.
- All suits, claims, actions and proceedings by or against the
transferor company pending and / or arising on or before the effective
date shall be continued and be enforced by or against the transferee
company as effectually as the same had been instituted by or pending
against the Transferee Company.
(c) Consideration First Scheme
Transferor Company (Blossom Automotive Private Limited) was a wholly
owned subsidiary of the Transferee Company. On the appointed date, the
entire equity share capital of the Transferor Company was held by the
Transferee Company.
On amalgamation of the transferor company and the transferee company,
the share capital of the Transferor Company was extinguished since all
the shares of the transferor company are held by the transferee
company. Since, the transferor company was a wholly owned subsidiary of
the transferee company; no shares were to be issued by the transferee
company to the shareholders of the transferor company as a result of
amalgamation.
Second Scheme
Pursuant to the Scheme, the shareholders of Transferor Companies were
entitled to the equity shares of the Transferee Company in the
following ratio: The shareholders of TAL:
a. Equity shareholders - 100 Equity Shares of Rs.10 each of TSL, for
every 299 equity shares of Rs.10 each held by such equity shareholders
or their respective heirs, executors or, as the case may be, successors
in TAL, on the effective date.
b. Preference shareholders - 16,570 Equity Shares of Rs.10 each of TSL
for every 100 0.01% compulsorily convertible preference shares of
Rs.100 each held by such preference shareholders or their respective
heirs, executors or, as the case may be, successors in TAL, on the
effective date.
The shareholders of TPSL:
a. Equity shareholders - 100 Equity Shares of Rs. 10 each of TSL for
every 349 equity shares of Rs. 10 each held by such equity shareholders
or their respective heirs, executors or, as the case may be, successors
in TPSL on the effective date.
b. Investments of TSL in TPSL appearing in the books of account of TSL
will stand cancelled.
c. Preference shareholders - 100 Equity Shares of Rs. 10 each of TSL,
for every 280 0.01% compulsorily convertible cumulative preference
shares of Rs. 100 each held by such preference shareholders or their
respective heirs, executors or, as the case may be, successors in TPSL
on the effective date.
d. The equity shares of the Transferee Company issued to the members
of each of the transferor companies shall be subject to the provisions
of Articles of Association of the transferee company and shall rank
pari-passu, in all respects with the existing equity shares of
Transferee Company. Equity shares issued pursuant to the schemes of
amalgamation:
(d) Accounting treatment
The Company accounted for the amalgamation in its books as per the
Pooling of Interest Method of Accounting prescribed under the
Accounting Standard 14 – Accounting for Amalgamation in respect of
both the schemes.
- All the assets and liabilities recorded in the books of the Blossom,
TAL, TPSL (collectively referred to as transferor companies hereafter)
had been transferred to and vested in Tecpro Systems Limited (the
Company / the transferee company) pursuant to the Scheme and had been
recorded by the Transferee Company at their book values as appearing in
the books of the Transferor Companies.
- On and from the Appointed Date, the reserves and the balance in the
Profit and Loss Account of the Transferor Companies had been merged with
those of the Transferee Company in the same form as they appear in the
financial statements of the Transferor Companies.
- In relation to the First scheme of amalgamation, the difference
between the amount recorded as investments in the Transferee Company
and the amount of share capital of Blossom, on amalgamation, has been
adjusted in the reserves in the books of the Transferee Company.
- In relation to the Second scheme of amalgamation, the difference
between the share capital to be issued pursuant to the scheme of
amalgamation and the amount of share capital of the transferor
companies had been adjusted in the reserves in the books of the
Transferee Company
- The necessary adjustments on account of the amalgamation under both
frst scheme and second scheme have been recorded in the financial
statements in previous year.
* The factory plots belonging to the Company, situated at Bawal were
allotted by the Haryana State Industrial and Infrastructure Development
Corporation Limited (HSIIDCL) in favour of the Company through Regular
Letters of Allotment (RLA) letter dated 23 January 2004 and 9 July
2004.
The Company has received notices dated 4 December 2007 and 29 December
2007 from HSIIDCL for additional price/ enhancement cost amounting to
Rs. 8,528,672 {including interest} (previous year Rs. 7,851,378
{including interest}), in respect of factory plots situated in Bawal.
The Company has fled a writ petition in the Punjab and Haryana High
Court on 8 January 2008 and has obtained a stay order on 9 January
2008. This matter is under adjudication. Pursuant to above, Rs.
8,528,672 (previous year Rs. 7,851,378) has been disclosed as
‘Contingent liability'' in the notes to the accounts.
3 Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs. 44,032,465
(previous year Rs. 35,893,456)] are Rs. 192,827,193 (previous year Rs.
202,582,017).
4 licenced capacity, installed capacity and production
Licensed capacities are not applicable to the Company as all the
products manufactured are delicensed.
*As certifed by management and relied upon by the auditors, as this is
a technical matter.
# Excluding production capacities of job workers.
@ Actual production includes production for captive consumption.
** Depending on the size of the plant according to the Customers
Specifcation.
*** Depending on the size as per Customers Specifcation and
application.
A) The manufacture, supply, erection and commissioning of a complete
Ash handling Plant as per Customer''s specifcation is spread over
several years. The Company simultaneously manufactures individual
component part and equipment for several plants. Hence it is not
possible to state in which accounting year a complete plant is
manufactured. Therefore the Company has given quantitative details of
manufactured components and equipments only under actual production,
opening stock and similar details of both manufactured and bought out
components and equipment in respect of turnover/income.
B) In respect of Travelling Water Screens, whilst the components are
invoiced on delivery, and the value is refected in the turnover of the
year of delivery, for the purpose of quantitative information, a
Travelling Water Screen is treated as which has been produced/sold
during the year in which all the critical components required for such
assembly are produced/sold respectively.
5 Disclosure in respect of operating leases under Accounting Standard
(AS) – 19 Leases prescribed by the Companies (Accounting Standards)
Rules, 2006.
a) General description of the Company''s operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
offces, factory building, equipments and residential premises for its
employees.
Some of the signifcant terms and conditions of the arrangements are:
- agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to three to six month''s
notice or by paying the notice period rent in lieu thereof.
- the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
- the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the Profit and Loss Account on account of
Minimum lease rentals Rs. 258,558,707 (previous year Rs. 269,299,905).
c) Company also enters into non- cancellable operating leases, the
total of future minimum lease payments under non-cancellable operating
leases is given below :
Provision for estimated losses on incomplete contracts relates to
provision made for expected losses wherein, the total cost of the
incompleted construction contract, based on the technical and other
estimates, is expected to exceed the corresponding contract value.
Accordingly, such excess is provided during the year.
Figures in bracket refer to previous year 31 March 2010.
6 Pursuant to the approval of the shareholders of the Company granted
in their Extra-ordinary General Meeting held on 25 March 2010, the
Company came out with an Initial Public Offer (IPO) of 7,550,000
equity shares of Rs. 10 each at a premium of Rs. 345 per share
including Offer for Sale of 1,300,000 equity shares by Metmin
Investments Holdings Limited and made allotment of 6,250,000 equity
shares on 8 October 2010. The allotment of 6,250,000 equity shares
included allotment of 66,945 equity shares of Rs. 10 each at a premium
of Rs. 328 per share to employees. The issue has been made in
accordance with the terms of the Company''s prospectus dated 29
September 2010 and the shares of the Company got listed on The Bombay
Stock Exchange Limited and The National Stock Exchange of India Limited
on 12 October 2010.
Share issue expenses incurred during the financial year ended 31 March
2011 amounting to Rs. 141,172,454 (previous year Rs. 3,666,987) pertain
to expenses incurred in connection with the public issue of equity
shares of the Company. In accordance with the provisions of Section 78
of the Companies Act, 1956, these expenses were charged off against the
available balance in the ‘Share premium'' account.
7 The gross block of leasehold land includes Rs. 76,086,192 (previous
year Rs. 76,086,192) on account of revaluation of leasehold land
belonging to erstwhile Blossom Automotive Private Limited which has
been transferred to the Company on amalgamation with effect from 1
April 2008. Consequent to the same, there is an additional charge of
depreciation of Rs. 1,001,034 (previous year Rs. 1,001,034) and an
equivalent amount has been withdrawn from revaluation reserve. This has
no impact on Profit for the year.
8 Segment reporting
The Segment reporting policy is in conformity with Accounting
Standard-17 on Segment Reporting, prescribed by the Companies
(Accounting standards) Rules, 2006.
The risk-return profle of the Company''s business is determined
predominantly by the nature of their products and services.
Accordingly, the following primary segmentation is based on the
business in which the Company operate.
Primary segment (Business segment) A material handling systems
This segment is primarily engaged in manufacturing, supply, erection
and commissioning of material handling systems (including balance of
plant) , viz;
a. Supply of conveyor belt, slat conveyors, bucket elevators;
b. Manufacture and / or supply of crushers, screens, conveyor
components like idlers and pulleys (rollers);
c. Fabricated steel structures ;
d. Providing the services of design, engineering, procurement,
construction and maintenance for air and gas pollution control systems
attached to the industrial plants;
e. Manufacture of ash handling equipments and undertakes turnkey
projects for ash handling system.
f. Erection and commissioning of all of above.
B Setting up of complete power plant on Engineering , Procurement and
Construction (EPC) basis
This segment is primarily engaged in purchasing, selling, producing,
trading, manufacturing or otherwise dealing in all aspects of research,
design, engineering, installation, commissioning, construction,
operation and maintenance of power generation plants and power systems.
Secondary segment (geographical segment)
The businesses are organized into two key geographic segments
(reportable secondary segment) i.e. domestic and exports. Revenues are
attributable to individual geographic segments based on the location of
the customer within India (domestic) and outside India (exports).
The following specifc accounting policies have been followed for
segment reporting :
1 Segment revenue includes net sales (sale of manufactured goods and
traded goods), service income and contract revenue directly identifable
to the segment. Segment results and capital employed includes amounts
directly identifable to each of the segments and which can be allocated
on a reasonable basis. Unallocable income includes interest income and
other income that are not identifable to the segments. Unallocable
expenditure includes corporate expenditure which is not identifable to
any of the segments.
2 Unallocated capital employed includes assets and liabilities which
are not specifcally allocable to individual segments.
3 Segment assets and segment liabilities include those directly
identifable with the respective segments. Unallocated assets include
cash and bank, loans and advances to subsidiaries, accured interest on
fxed deposits, share application money pending allotment, deferred tax
assets, advance for share purchase and investments. Unallocated
liabilities include secured loans, unsecured loans, bank overdraft,
interest accrued but not due, provision for proposed dividend and
income tax liabilities.
9 Disclosure in respect of employee Benefits under Accounting Standard
(AS) – 15 (Revised) Employee Benefits prescribed by the Companies
(Accounting Standards) Rules, 2006.
a) Defined Contribution Plans: Amount of Rs. 47,215,990 (previous year
Rs. 36,512,085) pertaining to employers'' contribution to Provident
Fund, Employees State Insurance fund and superannuation fund is
recognised as an expense and included in Personnel costs in Schedule
11.
(vi) Principal actuarial assumptions at the balance sheet date are as
follows:
A. Economic Assumptions
The principal assumptions are the discount rate and salary growth rate.
The discount rate is generally based upon the market yield available on
the Government bonds at the accounting date with a term that matches
that of the liabilities and the salary growth rate takes account of
infation, seniority, promotion and other relevant factors on long term
basis.
(vii) General description of gratuity plan:
Gratuity Plan (Defined Benefit plan)
The Company operates gratuity plan wherein every employee is entitled
to the Benefit equivalent to 15 days salary (includes dearness
allowance) last drawn for each completed year of service. The same is
payable on termination of service, or retirement, or death whichever is
earlier. The Benefits vests after fve years of continuous service. The
Company has set a limit of Rs. 1,000,000 (previous year Rs.1,000,000)
per employee.
10 Related party disclosures
a) Related party and nature of relationship where control exists.
Subsidiary Tecpro Energy Limited
Tecpro International FZE Tecpro Trema Limted
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Microbase Infosolution Private Limited
(w.e.f. 15 April 2010)
Key management personnel
Ajay Kumar Bishnoi
Amul Gabrani
Goldie Gabrani (upto 9 November 2010)
Arvind Kumar Bishnoi
Aditya Gabrani (w.e.f. 10 November 2010)
Amar Banerjee (w.e.f. 2 April 2010)
Related party and nature of the related party relationship with whom
transactions have taken place during the year
Subsidiaries Tecpro Energy Limited
Tecpro International FZE Tecpro Trema Limted
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Microbase Infosolution Private Limited (w.e.f. 15 April 2010)
Key management personnel
Ajay Kumar Bishnoi
Amul Gabrani
Goldie Gabrani (upto 9 November 2010) Arvind Kumar Bishnoi
Aditya Gabrani (w.e.f. 10 November 2010) Amar Banerjee (w.e.f. 2 April
2010)
Relatives of key management personnel
Bhagwanti Gabrani
Amita Bishnoi
Manju Bishnoi
Rashmi Singh
Enterprises over which key Tecpro Energy Limited*
management personnel exercise Tecpro Trema Limted *
signifcant infuence Tecpro International FZE*
Tecpro Systems (Singapore) Pte. Ltd.*
Microbase Infosolution Private Limited*
Vasundhra Technologies (India) Private Limited
Tecpro Engineers Private Limited
Tecpro Paints Private Limited
Hythro Power Corporation Limited
Tecpro Stones Private Limited
Fusion Fittings (I) Limited
Shriram Cement Limited
BESL Infra-Projects Limited
Individuals owing directly or indirectly, Achal Ghai (upto 11 October
2010)
an interest in voting power and Sonia Ghai (upto 11 October
2010)
signifcant infuence over the enterprise (
including relatives of such
individuals)
Enterprises over which such individuals
exercise signifcant infuence Avigo Venture Investments
Limited (upto 11
October 2010)
11 Amount of Rs. 35,000,000 had been paid during the previous year as
advance consideration towards acquisition of share capital of Microbase
Infosolution Private Limited (MIPL). During the current year, the
Company has purchased 100% shares of MIPL for Rs. 209,100,000 i.e
10,200 equity shares @ Rs. 20,500 per equity share. As a result, MIPL
has become wholly owned subsidiary of the Company with effect from 15
April 2010.
12 Previous year figures in balance sheet have been regrouped / recast
wherever necessary to conform to the current year''s
classification/presentation. Further, the current year figures are not
comparable with previous year on account of amalgamation. |