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Triveni Engineering and Industries
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Explore Triveni Engg connections « Sep 10
Notes to Accounts Year End : Sep '11
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
Source : Dion Global Solutions Limited
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