1. Contingent liabilities (to the extent not provided for)
a) Claims against the Company not acknowledged as debts
[Rs in Million]
As on As on
30.09.2011 30.09.2010
i) Claims which are being contested by
the Company and in respect of which the
Company has 273.32 249.50
paid amounts aggregating Rs 65.14 Million
(Rs 85.57 Million) under protest pending final
adjudication of the cases:
SI. Particulars Amount of
Contingent Amount Paid
No. Liability
01. Sales Tax 50.75 24.50
(48.00) (22.98)
02. Excise Duty 137.54 35.42
(151.12) (58.88)
03. Others 85.03 5.22
(50.38) (3.71)
The out flow arising from these claims is uncertain. Such outflow, if
any, will be after adjusting likely reimbursement ofRs Nil (Rs 12.02
Million) from customers.
ii) The Company is contingently liable in respect of short provision
against disputed income ta Rs 458.75 464.78 liabilities of Rs 458.75
Million (Rs 464.78 Million) against which Rs 367.29 Million stands paid,
mostly through adjustment and the balance amount has been stayed till
disposal of first appeal.
The disputed income tax liability includes Rs 374.51 Million towards
unrealized incentives. In the event such liability finally
materialises, Rs 353.61 Million will be adjusted against the
corresponding capital reserve and if the incentives are ultimately not
realized, a deduction from taxable income to that extent would be
available to the Company in subsequent years.
iii) Differential cane price for the sugar season 2007-08 pending
disposal of the matter by the 789.56 789.56 Hon''ble Supreme Court. As
against price of Rs 1250/MT advised by the State Government, the Company
had accounted for and discharged its liability at Rs 1 100/MT in
accordance with the interim order passed by the Supreme Court.
iv) Statutory levies against which remission has been availed under
U.P. Sugar Industry Promotion 247.92 173.55 Policy 2004 issued by the
State Government of Uttar Pradesh (refer note- 8(a))
v) Indeterminate liability arising from claims/counter claims/Interest
in arbitration/court cases, claims of some employees/ex-employees and
in respect of service tax, if any, on certain activities of the Company
which are being contested by the Company.
b) Guarantees/surety given on behalf of
(i) Subsidiary company - 0.10
(ii) Other companies 4.10 4.00
c) The amounts shown in item 2(a) represent the best possible estimates
arrived at on the basis of available information. The uncertainties,
possible payments and reimbursements are dependent on the outcome of
the different legal processes which have been invoked by the Company or
the claimants, as the case may be, and therefore can not be predicted
accurately. The Company engages reputed professional advisors to
protect its interests and has been advised that it has a strong legal
position against such disputes.
The amounts shown in item 2(b) above represent guarantees given in the
normal course of operations of these companies and are not expected to
result in any loss to the Company on the basis of such companies
fulfilling their ordinary commercial obligations.
2. Advances recoverable in cash or in kind in schedule 11 Loans &
Advances include
a) Due from the Company Secretary- Rs 0.01 Million (Rs Nil). Maximum
amount due at any time during the year Rs 0.06Million (Rs 0.04 Million).
b) Rs Nil (Rs 0.02 Million) on account of Security Deposit paid to the
Managing Director.
3. Estimated amount of Contracts remaining to be executed on capital
account and not provided for: 149.27 Million (Rs 295.51 Million) against
which advances paid amounted to Rs 78.55 Million (Rs 85.72 Million).
4. Under a Scheme of Arrangement (Scheme) sanctioned by the High Court
of Judicature at Allahabad, under sections 391 to 394 of the Companies
Act, 1956 between the Company, Triveni Turbine Ltd (TTL) and their
respective shareholders and creditors, the Steam Turbine Business
(Demerged Undertaking) of the Company has been demerged and vested with
TTL retrospectively with effect from 1st October, 2010 (appointed date)
as per the Scheme. The Demerged Undertaking has been vested with the
TTL on a going concern basis along with all the assets and liabilities
relating thereof. The said Scheme has become effective from 21st April,
201 1 (effective date] and accordingly:
a) The business and operations of the Demerged Undertaking were deemed
to be demerged from the Company with retrospective effect from 1 st
October 2010.
b) The related assets and liabilities of the Demerged Undertaking, at
the opening of business on 1st October 2010 were deemed to have been
transferred from the Company to TTL with effect from that date at their
respective book values.
c) The business of the Demerged Undertaking was deemed to have been
carried out by the Company, in trust for and on behalf of TTL from the
appointed date till the effective date.
e) Pending completion of procedural formalities, the titles to certain
assets transferred and arising out of business conducted, could not,
where necessary, be transferred in the name of TTL. Hence, the same are
being held, in trust, by the Company.
5. The financials of the Company incorporate the effect of the
demerger of the Demerged Undertaking of the Company and vesting of the
same in TTL w.e.f. October 1, 2010. In accordance with the Scheme -
a) 28,000,000 equity shares of Rs 1 /- each fully paid-up held by the
company stands converted to 2,800,000 8% cumulative, redeemable
preference shares of Rs 10/-each fully paid-up.
b) 257,880,150 equity shares of Rs 1/- each fully paid-up of TTL have
been issued to the shareholders of the Company as per the prescribed
allotment ratio in consideration for the transfer of the Demerged
Undertaking.
c) In respect of the assets and liabilities pertaining to the Demerged
Undertaking, the deferred tax assets and liability have been reassessed
by the Company and consequently reduction in net deferred tax liability
of Rs 55.15 Million has been adjusted with General Reserve.
d) Excess of liabilities over assets transferred of Rs 284.29 Million
have been adjusted with Capital Reserve in accordance of the Scheme.
6. Pursuant to the Undertaking given by the Company to SEBI in
connection with granting relaxation of Rule 19(2)(b) of the Securities
Contracts (Regulation) Rules, 1957 for listing of equity shares of
Triveni Turbine Limited (TTL), Company''s investment in the equity
shares of TTL will remain under a lock-in period upto November 29,
2014.
7. a) The Company had, in respect of eligible projects, accounted for
capital subsidy and remissions and reimbursement of certain statutory
levies and expenses, in accordance with and as prescribed under U.P
Sugar Industry Promotion Policy 2004 (Policy) issued by the State
Government of Uttar Pradesh. Till September 30, 2010, the Company had
accounted for recoverable incentives of Rs 1,400.25 Million (including
capital subsidy) and had availed of remissions of Rs 173.55 Million under
the Policy.
On premature termination of the Policy by the State Government with
effect from June 4, 2007, the Company has challenged the action of the
State Government in withdrawing the said Policy and not granting the
incentives to the Company, in the Luck now Bench of the Allahabad High
Court. Pending final adjudication in the matter, the High Court vide
its interim order dated 09.05.2008 has permitted limited protection of
remissions which were being enjoyed on the date when the Policy was
revoked.
The Company has been legally advised that it continues to be entitled
to all the benefits under the Policy. However, during the current year,
the Company has accounted for only remissions of Rs 74.37 Million as
permitted by the High Court in the interim order and further eligible
reimbursements of Rs 125.51 Million will be accounted for in accordance
with the final order of the High Court.
b) The Company had availed of a loan amounting to Rs 943.20 Million (Rs
943.20 Million) under the Scheme for Extending Financial Assistance to
Sugar Undertakings 2007 notified by the Government of India. Under the
said scheme interest subvention @ 12% per annum is granted by the
Government on such loan. The outstanding loan as at the end of the year
amounts to Rs 207.61 Million [Rs 719.26 Million]
The estimates of future salary increase considered in actuarial
valuation take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
The entire plan assets of the gratuity fund are invested in fixed
interest yielding securities & deposits. The expected rate of return on
plan assets of the gratuity fund has been arrived at taking into
consideration the prevalent returns on prescribed categories of
investments authorized to be made by the fund.
8. Plant and machinery at Deoband unit existing as on 1st November, 1
986 was revalued during the financial year 1 986-87. The revaluation
had been conducted by an approved value, to reflect the assets at their
present value. A property at Delhi , earlier held as stock in trade was
revalued during the financial year 1999-00, at estimated market value
and converted to fixed assets. The increase in the value of such
assets over their book values, consequent to the revaluation, had been
credited to revaluation reserve in the respective year of revaluation.
The revalued assets are stated net of accumulated depreciation thereon.
ii) Nature of provisions:
Warranties : The Company gives warranties on certain products and
services, undertaking to repair the items that fail to perform
satisfactorily during warranty period. Provision made as at the end of
year represents the amount of the expected cost of meeting such as
obligations of rectification/replacement. The timing of the outflows is
expected to be within a period of one to two years.
9. Pursuant to compliance of Accounting Standard (AS) 18 Related
Party Disclosures, the relevant information is provided here below:
a) Related party where control exists
i) Mr D.M. Sawhney, Chairman & Managing Director (Key Management
Person).
ii) Wholly owned subsidiaries
Upper Bari Power Generation Private Limited
Triveni Engineering Limited
Triveni Energy Systems Limited
Triveni Turbine Limited * 1
iii) Other Subsidiaries
GE Triveni Limited *1
*1. Asa result of Scheme of Arrangement, ceased to be the subsidiaries
of the Company w.e.f. October 1, 2010.
b) The details of related parties with whom transactions have taken
place during the year:
i) Wholly owned Subsidiaries (Group A]
Upper Bari Power Generation Private Limited (UBPGL)
Triveni Engineering Limited (TEL)
Triveni Energy Systems Limited (TESL)
ii) Associates (Group B]
TOFSLTrading & Investments Limited (TOFSL)
The Engineering &Technical Services Limited (ETS)
Triveni Entertainment Limited (TENL)
Triveni Turbine Ltd. (TTL) *2
*2. As a result of the Scheme of Arrangement, became an associate of
the Company w.e.f. October 1, 2010
iii) Key Management Personnel (Group C]
Mr DM Sawhney, Chairman & Managing Director (DMS)
MrTarun Sawhney,Joint Managing Director (TS)
iv) Relatives of Key Management Personnel (Group D]
Mrs Rati Sawhney (RS-Wife of DMS]
Mr Nikhil Sawhney (NS-Son of DMS) *3
*3. Ceased to be the Executive Director of the Company w.e.f. May 10,
201 1 and thereafter continues as a Non Executive Director.
v) Companies/Parties in which key management personnel or their
relatives have substantial interest/significant influence (Group E]
Kameni Upaskar Limited (KUL)
Tirath Ram Shah Charitable Trust (TRSCT)
c) Details of Transactions
Note. There is no repayment schedule for the loans and advances to
subsidiary companies mentioned above which are repayable on demand. In
respect of loan to Triveni Turbine Ltd., each tranche of loan is
repayable in 1 2 quarterly instalments subject to its option to
accelerate the repayment.
10. a) The Company has taken various residential, office, go down and
other premises under operating leases. These are not non- cancellable
leases having the unexpired period ranges upto 5 years and are
renewable by mutual consent on mutually agreeable terms. The Company
has given refundable interest free security deposits under certain
agreements. There is no contingent rent or restriction imposed in the
lease agreement. Lease payments under operating lease are recognized in
the Profit & Loss Account under Rent in Schedule 20.
b) The Company has also given certain portion of its office/factory
premises under operating leases. These leases are not non- cancellable
and are extendable by mutual consent and at mutually agreeable terms.
The gross carrying amount, accumulated depreciation and depreciation
recognized in profit and loss account in respect of such portion of the
leased premises are not separately identifiable. There is no impairment
loss in respect of such premises. No contingent rent has been
recognized in the profit and loss account.
11. Pursuant to the Employees Stock Option Scheme (ESOP 2009) framed by
the Company, 200,000 stock options had been granted to eligible
employees of the Company during the financial year 2009-10. Subsequent
thereto, under a Scheme of Arrangement (Scheme) between the Company,
M/s Triveni Turbine Ltd. (TTL) and their respective shareholders and
creditors, which was duly approved by the Hon''ble High Court of
Allahabad vide its order dated 19.04.201 1, the steam turbine
undertaking of the Company was demerged and vested in TTL with effect
from 01.10.2010 being the appointed date of the Scheme. Consequent
thereto, the employees of the Steam Turbine Undertaking (including
those who were granted stock options under ESOP 2009) became the
employees of TTL. In the Scheme it was provided that the preferred
alternative with respect to the stock options granted prior to the
demerger, subject to the approval of SEBI/Stock Exchanges, was that, in
respect of the employees of the Demerged Company (including the
employees transferred to TTL under the Scheme) to whom stock options
have been granted (whether the same are vested or not) (the Specified
Employees), TTL shall, for every one (1) stock option held by such
Specified Employees in the Company, issue one (1) employee stock option
under a stock option scheme (which shall have terms and conditions
similar to the ESOP 2009), to be created by TTL (New Stock Option
Scheme). Each stock option under the New Stock Option Scheme, when
exercised, would entitle the Specified Employees holding such stock
option, one (1) equity share of Rs 1 /- each of TTL. Necessary
modifications in the existing Scheme would consequently be required to
be made to enable continuance of the stock options in the hands of the
Specified Employees as well as adjustment of the exercise price. The
Company is in the process of revising and finalizing the ESOP 2009 in
line with the provisions contained in the Scheme, including splitting
the original exercise price of the options granted, in a manner which
conforms in spirit to the extant guidelines issued by SEBI. The
modified ESOP 2009 shall be given effect upon its acceptance by
SEBI/Stock exchanges. In case the modified ESOP 2009 is not found
acceptable by SEBI/Stock Exchanges, the second alternative specified in
the Scheme would be followed in respect of the stock options, whereby
only such grantees who are employees of the Company would only be
entitled to exercise their options to receive one equity share of the
Company for each option which vest upon them. The outstanding options
held by the employees transferred to TTL shall lapse and necessary
modifications shall be made in ESOP 2009.
The options outstanding as at the end of the year have a weighted
average contractual life of 27.5 months and are exercisable at the
grant price of Rs 108.05, Pending final determination in the matter
regarding modification of ESOP 2009 as stated above, the exercise price
of Rs 108.05 is without considering any modification/adjustment which may
be required to be carried out post demerger of the steam turbine
undertaking of the Company.
(C) Fair Valuation
The fair value of options used to compute pro forma net income and
earning per equity share has been done by an independent firm of
Chartered Accountants on the date of grant of options using Black
Scholes Model.
The weighted average fair value of each option of the Company as on the
date of grant, works out to Rs 56.60, which had been arrived at without
considering the subsequent demerger of the steam turbine undertaking of
the Company.
* In view of the fair value of shares of the Company, calculated on the
basis of average of the weekly closing prices on the National Stock
Exchange during the period of six months ended 30-09-201 1 (which
includes period from 03.05.201 1, being the record date of demerger),
being lower than the exercise price of the stock options granted under
ESOP 2009 Scheme (Refer Note 17), the options granted to the employees
are not considered dilutive in nature.
12. (a) The Managing Director and Whole Time Directors have drawn
remuneration during the year in terms of their respective appointment,
except that no commission/performance bonus has been paid to any of
them during the year and the Managing Director has not drawn the basic
salary and house rent allowance, to which he was otherwise entitled to,
with effect from 01.04.201 1 .The terms of their appointment provided
that in the absence of or inadequacy of profits in any financial year
during the term of their office, the aforesaid managerial personnel
shall be paid the remuneration and perquisites they were entitled to,
other than commission/performance bonus, as the Minimum Remuneration
with the approval of the Central Government.
The profits for the current year are inadequate and the remuneration
paid to the managerial personnel are in excess of remuneration
prescribed under Section 309(3) read with Schedule XIII of the
Companies Act, 1956. The excess remuneration paid in the case of the
Managing Director is Rs 17.29 Million; continuing Whole Time Director is
Rs 8.69 Million and in the case of the Whole Time Director who has
resigned from the services of the Company during the year is Rs 6.34
Million. Accordingly, the Company has applied to the Central Government
for waiver of the excess remuneration paid to the aforesaid managerial
personnel and in case such waiver is not granted, the excess
remuneration paid shall be recovered from the concerned managerial
personnel.
13. Depreciation charged to the profit & loss account is net of Rs 0.1 2
Million [Rs 5.94 Million) being write back of excess depreciation
charged in earlier years.
14. Exceptional/Non-Recurring Income (net) of Rs 41.57 Million (Rs 450.86
Million) comprises the following :
i) Profit of Rs 41.57 Million (Nil) on the sale of unused land.
ii) Profit of Rs Nil (Rs 439.56 Million) on the sale of long term trade
investment.
iii) Provision of Rs Nil [Rs 88.70 Million) against amounts recoverable
in disputed matters, mostly relating to project/sugar machinery
business earlier carried by the Company.
iv) Provision no longer required and written back of Rs Nil (Rs 100
Million) in respect of Loans and Advances to Triveni Turbine Limited,
in view of the demerger of the steam turbine business of the Company
and its consequent merger with Triveni Turbine Ltd.
*1 As certified by officials of the company.
*2 Includes captive consumption.
*3 Manufacturing out sourced, Product range is varying and is not capable
of being expressed in common units.
*4 Excluding 6.83 K.L (8.72 KL) of Denaturants added
N.A.-Not Applicable
TCD - Metric Tons of cane crushed per day.
MT –Metric Tons
KWH - Kilo Watt per hour
MW-Mega Watt
KL-Kilo Litre
KLPD-Kilo Litre per day
*1 Closing stock of sugar is after adjusting Nil M.T. (830.00 M.T.) on
account of reprocessing loss.
*2 Closing stock of molasses is after adjusting excess/wastage of 31
9.60 M.T. (380.1 9M.T.] Excludes 1,20,923.23 M.T. (1,1 8,407.02 M.T.)
for captive consumption.
*3 Excludes Nil (166) Nos. High speed Reduction Gears & 67,286.73''KWH
(70,1 33.93''KWH) Power for captive consumption.
*4 Excluding Wastage of 251.08 KL(160.45 KL) & Closing WIP 1 82.14 KL
*5 Product being diverse, it is not feasible to give quantitative
details.
*6 Transferred to Triveni Turbine Limited pursuant to Scheme of
arrangement.
15. Previous year figures have been rearranged wherever necessary to
make them comparable with the current year''s figures.
16. In view of the transfer of Steam Turbine business pursuant to the
Scheme of Arrangement as explained in Note No.5 above,
Current year figures are not comparable with the previous year figures.
17. Schedule ''1'' to ''25'' form an integral part of the Balance Sheet and
Profit & Loss Account |