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Tube Investments of India
BSE: 504973|NSE: TUBEINVEST|ISIN: INE149A01025|SECTOR: Miscellaneous
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« Mar 11
Notes to Accounts Year End : Mar '12
a) Terms/Rights attached to class of shares
 
 The Company has only one class of shares referred to as Equity Shares
 having a par value of Rs2. The holders of equity shares are entitled to
 one vote per share.
 
 b) Status on Global Depository Receipts
 
 The aggregate number of Global Depository Receipts (GDRs) outstanding
 as at 31 March 2012 is 64,23,460 (Previous Year 65,30,630) each
 representing one Equity Share of Rs2 face value. GDR % against total
 number of shares is 3.45% (Previous Year 3.52%).
 
 c) Final Dividend including Dividend Distribution Tax
 
 Subsequent to the date of Balance Sheet and before the book closure
 date, 1,29,721 (Previous Year 1,18,296) equity shares were allotted 
 under the Tube Investments of India Limited Employees Stock Option 
 Scheme to employees and dividend of Rs0.02 Cr. (Previous year Rs0.02 
 Cr.) on these shares were paid. The total amount of Rs0.02 Cr. 
 (Previous year Rs0.02 Cr.) including tax on dividend, have been 
 appropriated from the opening balance of the Statement of Profit and 
 Loss.
 
 d) Amalgamation of erstwhile TIDC India Limited with the Company
 
 In accordance with the Scheme of Arrangement, approved by the
 Honourable High Court of Madras vide its Order dated 30 November 2004,
 all the assets, liabilities and business of TIDC India Ltd. (TIDC),
 (formerly a subsidiary of the Company) were transferred to and vested
 in the Company, as a going concern, effective from 1 April 2004.
 Accordingly, 20,30,374 Equity Shares of Rs10 each (Post-Split
 1,01,51,870 Equity Shares of Rs2 each) held in the Company by TIDC was
 vested in a Trust, namely, TII Shareholding Trust, created for the
 purpose.
 
 Pursuant to an application by the Company, the said Honourable High
 Court vide its order dated 11 February 2009 granted an extension of 
 time till 14 December 2010 for the sale/disposal of the balance shares 
 held by the Trust.
 
 The Trust had sold 57,50,000 Equity Shares in 2007-08 and the balance
 quantity of 44,01,870 shares were sold during the previous year
 2010-11. The net surplus on sale of shares was credited to Securities
 Premium Account.
 
 Since the beneficiary of the Trust is the Company itself, the dividend
 distributed to the Trust relating to the Company''s shares held by the
 Trust, was credited back to the Statement of Profit and Loss on receipt
 of the same from the Trust in the year of sale.
 
 e) Represents set-off of Dividend Distribution Tax paid by Subsidiary
 on dividend distributed to the Company against Dividend Distribution
 Tax payable by the Company.
 
 1. Share application money pending allotment
 
 Pursuant to Options granted under Grant 3 of Employees Stock Option
 Scheme, the Company has received Rs0.03 Cr. (Previous Year Rs Nil)
 towards Share Application money for 5,296 (Previous Year Rs Nil) Equity
 Shares of Rs2 each with a premium of Rs54.80 per share.
 
 Pending allotment of shares, the said amount was held in a designated
 bank account and was not available for use by the Company. The shares
 have since been allotted as per the Scheme.
 
 Notes:
 
 a) The 9.90% Debentures are secured by a pari passu first charge on
 certain immovable properties of the Company. The Debentures are
 redeemable at par, five years from the date of allotment, i.e., on
 11 August 2016. The Debentures also carry a put and call option at the
 end of three years from the date of allotment, i.e., on 11 August 2014.
 
 b) The 11.70% Debentures are secured by a pari passu first charge on
 all the Plant & Machinery and certain immovable properties of the
 Company. The Debentures are redeemable at par, five years from the date
 of allotment, i.e., on 25 February 2014.
 
 c) The 8.75% Debentures are secured by a pari passu first charge on
 certain immovable properties of the Company. The Debentures are
 redeemable at par, five years from the date of allotment, i.e., on 7
 May 2015.  The Debentures also carry a put and call option at the end
 of three years from the date of allotment, i.e., on 7 May 2013.
 
 d) The 8.60% Debentures are secured by a pari passu first charge on all
 the Plant & Machinery and certain immovable properties of the Company.
 The Debentures are redeemable at par, five years from the date of
 allotment, i.e., on 9 March 2015. The Debentures also carry a put and
 call option at the end of three years from the date of allotment, i.e.,
 on 9 March 2013 and has been reported under the head Other Current
 Liabilities (Refer Note 9).
 
 e) The 8.50% Debentures are secured by a pari passu first charge on all
 the Plant & Machinery and certain immovable properties of the Company.
 The Debentures are redeemable at par, five years from the date of
 allotment, i.e., on 27 November 2014. The Debentures also carry a put
 and call option at the end of three years from the date of allotment,
 i.e., on 27 November 2012 and has been reported under the head Other
 Current Liabilities (Refer Note 9).
 
 f) External Commercial Borrowing is to be secured by a pari passu first
 charge on all the Plant & Machinery.  Interest at the rate of 3 Months
 USD LIBOR plus 2.00% p.a. is payable quarterly. The said Loan is fully
 hedged and repayable at the end of three years from the date of
 drawdown, i.e., on 2 March 2015.
 
 g) External Commercial Borrowing is secured by a pari passu first
 charge on all the Plant & Machinery and certain immovable properties of
 the Company. Interest at the rate of 3 Months USD LIBOR plus 2.40% p.a.
 is payable quarterly. The said Loan is fully hedged and repayable
 equally in three instalments on 10 February 2013, 2014 and 2015. The
 first instalment of Rs14.49 Cr. has been reported under the head Other
 Current Liabilities (Refer Note 9).
 
 h) The Company has availed benefit for establishing capacities in
 various states in the form of Sales Tax Deferral. The repayment under
 the Schemes is over the period and the final instalment is in the year
 2020-21. An amount of Rs2.98 Cr. to be repaid in 2012-13 has been
 reported under the head Other Current Liabilities (Refer Note 9).
 
 Notes:
 
 a) During the year, the Company invested a further sum of Rs0.56 Cr. in
 TICI Motors (Wuxi) Company Ltd., a wholly owned Overseas Subsidiary.
 
 b) During the year, the Company subscribed to 1,23,46,869 equity shares
 of Rs10 each of Cholamandalam MS General Insurance Company Ltd., a
 Subsidiary, offered on Rights basis at Rs30 per share amounting to
 Rs37.05 Cr.
 
 c) During the year, the Company invested a further sum of Rs0.04 Cr. in
 TI Financial Holdings Ltd., a wholly owned Subsidiary.
 
 d) During the year, Carborundum Universal Ltd., sub-divided their
 equity shares from Rs2 per share to Rs1 per share. Consequenty number of
 shares held by the Company increased by 3,000.
 
 Note : During the year, the Company has invested an aggregate of
 Rs507.91 Cr. (Previous Year Rs820.89 Cr.) and sold an aggregate of
 Rs525.87 Cr. (Previous Year Rs994.45 Cr.) of units in various Cash
 Management Schemes of Mutual Funds, invested for the purpose of
 deployment of temporary cash surpluses.
 
 Notes:
 
 i.  The entire Plan Assets are managed by Life Insurance Corporation of
 India (LIC).
 
 ii.  The expected return on Plan Assets is as furnished by a Qualified
 Actuary.
 
 iii. The estimate of future salary increase takes into account
 inflation, likely increments, promotions and other relevant factors.
 
 b) Provident Fund
 
 The Company''s Provident Fund is exempted under Section 17 of the
 Employees'' Provident Fund Act, 1952.  Conditions for the grant of
 exemption stipulate that the employer shall make good the deficiency,
 if any, in the interest rate declared by the Trust over the statutory
 limit.
 
 2. Disclosure in respect of Related Parties pursuant to Accounting
 Standard 18
 
 a) List of Related Parties
 
 I.  Subsidiary Companies
 
 a.  Cholamandalam MS General Insurance Company Limited
 
 b.  Cholamandalam Investment and Finance Company Limited (With effect
 from 8 April 2010)
 
 i.  Cholamandalam Distribution Services Limited
 
 ii.  Cholamandalam Factoring Limited and
 
 iii. Cholamandalam Securities Limited
 
 (Subsidiaries of Cholamandalam Investment and Finance Company Limited)
 
 c.  TI Financial Holdings Limited
 
 d.  Tubular Precision Products (Suzhou) Company Limited (Company
 liquidated)
 
 e.  TICI Motors (Wuxi) Company Limited
 
 f.  Financiere C10 SAS
 
 i.  Sedis SAS
 
 ii.  Societe De Commercialisation De Composants Industriels - SARL
 (S2CI) and
 
 iii. Sedis Co. Ltd.
 
 (Subsidiaries of Financiere C10 SAS)
 
 II.  Associate Company
 
 Murugappa Holdings Limited (Investing Company)
 
 III. Joint Venture Company
 
 Cholamandalam MS Risk Services Limited
 
 IV.  Key Management Personnel (KMP)
 
 Mr. L. Ramkumar - Managing Director
 
 Note: Related party relationships are as identified by the Management
 and relied upon by the auditors.
 
 Notes:
 
 a.  Managing Director''s remuneration excludes Provision for Gratuity
 and Compensated Absences since the amount cannot be ascertained
 individually.
 
 b.  The incentive payable to the Managing Director is provisional and
 subject to determination by the Board and the same will be paid after
 the adoption of accounts by the shareholders at the Annual General
 Meeting.
 
 Note:
 
 Earnings per Share calculations are done in accordance with Accounting
 Standard 20 (AS 20) Earnings per Share.
 
 Stock Options
 
 The Company has granted Stock Options to certain employees in line with
 the Employees Stock Option Scheme.  The Fair Value of Options used to
 compute proforma net profit and earnings per Equity Share have been
 estimated on the date of the grants using Black-Scholes model by an
 independent consultant.
 
 Notes:
 
 a) Figures in brackets are for the previous year.
 
 b) The above Joint Venture Entity is located in India.
 
 39.  Accounting for Derivatives
 
 Pursuant to the announcement of the Institute of Chartered Accountants
 of India (ICAI) in respect of Accounting for Derivatives, the Company
 had opted to follow the recognition and measurement principles relating
 to derivatives as specified in AS 30 Financial Instruments,
 Recognition and Measurement, issued by the ICAI, from the year ended
 31 March 2008.
 
 Consequently, as of 31 March 2012, the Company has recognised Mark to
 Market (MTM) Gain of Rs0.46 Cr.  (Previous Year Loss of Rs0.36 Cr.)
 relating to forward contracts and other derivatives entered into to
 hedge the foreign currency risk of highly probable forecast
 transactions that are designated as effective cash flow hedges, in the
 Hedge Reserve Account as part of the Shareholders Funds.
 
 The MTM net loss on undesignated/ineffective forward contracts
 amounting to Rs Nil (Previous Year Rs Nil) has been recognised in the
 Statement of Profit and Loss.
 
 3.  Operating Leases
 
 The Company has operating lease agreements for office space and
 residential accommodation generally for a period of 3 to 8 years with
 option to renew with escalation. As per the lease terms a sum of Rs6.51
 Cr.  (Previous Year Rs5.22 Cr.) has been recognised in the Statement of
 Profit and Loss.f
Source : Dion Global Solutions Limited
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