MARKET RADAR
SENSEX     NIFTY      Refresh
Moneycontrol.com India | Notes to Account > Engineering - Heavy > Notes to Account from Tecpro Systems - BSE: 533266, NSE: TECPRO
YOU ARE HERE > MONEYCONTROL > MARKETS > ENGINEERING - HEAVY > NOTES TO ACCOUNTS - Tecpro Systems
Tecpro Systems
BSE: 533266|NSE: TECPRO|ISIN: INE904H01010|SECTOR: Engineering - Heavy
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
May 25, 17:00
163.80
-9.95 (-5.73%)
VOLUME 13,288
LIVE
NSE
May 25, 17:00
164.30
-9.8 (-5.63%)
VOLUME 30,013
«
Notes to Accounts Year End : Mar '11
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.
Source : Dion Global Solutions Limited
Quick Links for tecprosystems
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.