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UltraTech Cement
BSE: 532538|NSE: ULTRACEMCO|ISIN: INE481G01011|SECTOR: Cement - Major
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Explore UltraTechCement connections « Mar 10
Notes to Accounts Year End : Mar '11
1a. Contingent Liabilities not provided for in respect of:
 
                                                     Rs. in Crores
 
 Claims not acknowledged as debts in respect of matters in appeals
 
                                                  2010-11    2009-10
 
 (a)   Sales-tax liability                         134.80      61.34
 
 (b)   Excise duty                                 159.52      53.00
 
 (c)   Royalty on Limestone/Marl                   181.06      42.84
 
 (d)   Customs                                       2.82       0.11
 
 (e)   Others                                      177.90      26.03
 
 lb. The Company has issued corporate guarantees in favour of Bankers /
 Lenders / Government Authorities for its Subsidiaries and Joint
 Ventures; details of which are given below : (i) Madanpur (North) Coal
 Company (Pvt.) Limited (JV) Rs. 3.65 Crores (Previous Year X 3.65
 Crores).  (ii) Bhaskarpara Coal Company Limited (JV) Rs. 4.00 Crores*
 (Previous Year Rs. Nil).  (iii) UltraTech Cement Middle East Investments
 Limited and its subsidiaries US$ 371 Mn (Rs.  1,654.47 Crores) (Previous
 Year US$ Nil).
 
 transferred pursuant to Scheme of Amlgamation of Samruddhi Cement
 Limited (SCL) with the Company.
 
 2.  The Ministry of Textiles, vide its orders dated June 30, 1997 and
 July 1, 1999 has deleted cement from the list of commodities to be
 packed in Jute bags under the Jute Packaging (Compulsory Use in Packing
 Commodities) Act 1987. In view of this, the Company does not accept any
 liability for non-dispatch of cement in Jute bags in respect of earlier
 years.
 
 3.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for (net of advances) Rs. 1,902.25 Crores
 (Previous Year Rs. 233.29 Crores).
 
 4.  Scheme of Amalgamation:
 
 Pursuant to the Scheme of Amalgamation (the Scheme) of SCL a
 subsidiary of Grasim Industries Ltd., the holding company, with the
 Company as sanctioned by the Hon''ble High Courts of Bombay and Gujarat
 vide their orders dated June 11, 2010 and July 01, 2010 respectively;
 the entire business and all the assets and liabilities, duties and
 obligations of SCL have been transferred to and vested in the Company
 with effect from July 01, 2010 (the appointed date). The Scheme became
 effective from August 01, 2010.
 
 The erstwhile SCL was engaged in manufacture and sale of Cement.
 
 The amalgamation has been accounted for under the Pooling of Interest
 method as prescribed by the Accounting Standard (AS) 14 on Accounting
 for Amalgamations notified under the Companies (Accounting Standard)
 Rules. The scheme has, accordingly, been given effect to in these
 financial statements as under:
 
 (a) All the Assets, Liabilities, Debenture Redemption Reserve (DRR) and
 Capital Subsidy Reserve (CSR) of SCL have been transferred to the
 Company at value appearing in the books of accounts of SCL as on June
 30, 2010. Excess of assets over liabilities net of DRR and CSR,
 amounting to Rs. 4,851.85 Crores is credited to General Reserve.
 
 (b) The cost of transfer of assets from SCL to the Company has been
 adjusted against the General reserve.
 
 (c) Upon effectiveness of the Scheme, the authorised Share Capital of
 the Company increased to Rs. 2,800,000,000/- consisting of 280,000,000
 equity shares of Rs. 10/- each.
 
 (d) In terms of the Scheme, the shares were to be allotted in the ratio
 of 4 (four) equity shares of the Company of face value Rs.10/- each fully
 paid-up for every 7 (seven) equity shares of SCL of face value Rs. 5/-
 each fully paid-up. Accordingly, 149,533,469 equity shares of Rs. 10/-
 each have been allotted to the shareholders of erstwhile SCL including
 the custodian(s) of Global Depository Receipts (GDR).
 
 (e) ESOP options of the Company were also extended to the Option
 holders of the SCL in the ratio of 4 options of the Company for every 7
 options of SCL.
 
 In view of the amalgamation of SCL with the Company w.e.f. July 01,
 2010, the figures for the current year are not comparable with those of
 the previous year.
 
 5. The Company''s wholly-owned subsidiary UltraTech Cement Middle East
 Investments Limited has completed the acquisition of ETA Star Cement
 (ETA) and has acquired management control of ETA''s operations in the
 UAE, Bahrain and Bangladesh.
 
 The Company retains the option to purchase the Non-Convertible
 Debentures in the secondary market, and cancel, hold, or reissue the
 same at such price and on such terms as the Company may deem fit or as
 permitted under the Company Law. Non-Convertible Debentures repurchased
 have not been kept alive for reissuance as at March 31, 2011.
 
 The Non-Convertible Debentures are secured by way of first charge,
 having pari passu rights, on the movable and immovable properties
 situated at certain locations of the Company (save and except book
 debts and inventories).
 
 (b) Foreign Currency Loans
 
 The foreign currency loans of Rs. 1,095.46 Crores (Previous Year Rs. 285.16
 Crores) are secured by way of first charge, having pari passu rights,
 on the Company''s movable and immovable assets situated at certain
 locations of the company (save and except book debts and inventories).
 Security creation is pending for loan availed from HSBC Bank
 (Mauritius) Limited, Mauritius (Facility amount USD 5 Crores; Amount
 availed till March 31, 2011 USD 1 Crore).
 
 (c) Rupee Term Loan
 
 The Rupee Term loans of Rs. 450.00 Crores (Previous Year Rs. Nil), from
 banks are secured by way of first charge, having pari passu rights, on
 movable and immovable properties (save and except book debts and
 inventories) situated at one of the Company''s location.
 
 (d) Sales Tax Deferment Loan
 
 The Sales Tax Deferment Loan of Rs. 8.20 Crores (Previous Year Rs. Nil)
 transferred pursuant to Scheme of Amalgamation of SCL with the Company
 and is secured by bank guarantee backed by hypothecation of stocks and
 book debt of the Company.
 
 6.  Disclosure pertaining to Micro, Small and Medium Enterprises:
 
 There is no principal amount and interest overdue to the Micro, Small
 and Medium Enterprises.  During the year no interest has been paid to
 such parties.
 
 This information has been determined to the extent such parties have
 been identified on the basis of information available with the Company.
 
 7. Segment Reporting:
 
 Business Segment
 
 The Company is exclusively engaged in the business of cement and cement
 related products.  This is in context of AS 17 Segment Reporting,
 notified under the Companies (Accounting Standard) Rules, 2006,
 constitutes one single primary segment.
 
 8. Disclosure of related parties / related party transactions:
 
 Parties Relationship
 
 (a) Parties where control exists:
 
 Grasim Industries Limited.  Holding Company
 
 UltraTech Cement Lanka (Pvt.) Ltd.  Subsidiary
 
 Dakshin Cements Limited.  Wholly Owned Subsidiary
 
 Harish Cement Limited. (HCL) (w.e.f.01.07.2010) Wholly Owned Subsidiary
 
 UltraTech Cement Middle East Investments Limited.  (UCMEIL)
 
 Wholly Owned Subsidiary
 
 Star Cement Co. LLC, UAE (w.e.f. 31.08.2010) Subsidiary''s Subsidiary -
 UCMEIL
 
 Star Cement Co. LLC, RAK Ras-AI-Khaimah UAE (w.e.f. 31.08.2010)
 
 Subsidiary''s Subsidiary - UCMEIL
 
 Al Nakhla Crusher LLC, Fujairah (w.e.f. 06.09.2010)Subsidiary''s
 Subsidiary - UCMEIL
 
 Arabian Cement Industry LLC, Abu Dhabi (w.e.f. 15.09.2010)
 
 Subsidiary''s Subsidiary - UCMEIL
 
 Arabian Gulf Cement Co W.L.L, Bahrain (w.e.f. 27.09.2010)
 
 Subsidiary''s Subsidiary - UCMEIL
 
 Emirates Power Company Ltd., Bangladesh (w.e.f. 27.08.2010)
 
 Subsidiary''s Subsidiary - UCMEIL
 
 Emirates Cement Bangladesh Ltd., Bangladesh (w.e.f. 27.08.2010)
 
 Subsidiary''s Subsidiary - UCMEIL
 
 Madanpur (North) Coal Company (Pvt.) Limited.  Joint Venture
 
 Bhaskarpara Coal Co. Limited, (w.e.f. 01.07.2010) Joint Venture
 
 (b) Other Related Parties with whom there were transactions during the
 year:
 
 Parties Relationship
 
 Samruddhi Cement Limited (upto 30.06.2010) Fellow Subsidiary
 
 Samruddhi Swastik Trading & Investment Ltd.  Fellow Subsidiary
 
 Vikram Sponge Iron Ltd (VSIL) (Upto 21.05.2009) Fellow Subsidiary
 
 Sun God Trading & Investment Limited Fellow Subsidiary
 
 Grasim Bhiwani Textiles Ltd.  Fellow Subsidiary
 
 Harish Cement Limited (upto 30.06.2010) Fellow Subsidiary
 
 Mr. O. P. Puranmalka, Whole-time Director Key Management Personnel
 (KMP)
 
 Mrs. Sita Puranmalka Relative of Mr. O.P. Puranmalka (Wife)
 
 Mr. S. Misra, Managing Director (upto 31.03.2010) Key Management
 Personnel (KMP)
 
 (vii) Basis used to determine Expected Rate of Return on Plan Assets:
 
 Expected rate of return on Plan Assets is based on expectation of the
 average long term rate of return expected on investments of the fund
 during the estimated term of the obligations.
 
 (viii) Salary Escalation Rate:
 
 The estimates of future salary increases are considered taking into
 account the inflation, seniority, promotion and other relevant factors.
 
 (b) Defined Contribution Plans:
 
 Amount recognised as an expense and included in Schedule 18 under the
 head Contribution to Provident and other Funds of Profit and Loss
 account Rs. 37.21 Crores, (Previous Year Rs. 13.98 Crores).
 
 (c) Amount recognised as an expense in respect of Compensated Leave
 Absences is Rs. 22.43 Crores, (Previous Year Rs. 6.75 Crores).
 
 9. Under the Employees Stock Option Scheme - 2006 (ESOS -2006), the
 Company has granted 228,473 options to its eligible employees in three
 Tranches.
 
 During the year, in terms of the Scheme of Amalgamation, the Company
 issued stock options, in Tranche IV & V, to all the eligible employees
 of SCL in the ratio of 4 (four) Options of the Company for every 7
 (seven) Options of erstwhile SCL held by them.
 
 (d) Fair Valuation:
 
 The fair value of options used to compute proforma net income and
 earnings per equity share have been done by an independent firm of
 Chartered Accountants on the date of grant using the Black-Scholes
 Model.
 
 The Key assumptions in the Black-Scholes Model for calculating fair
 value as on the date of grant are:
 
 1.  Risk Free Rate - 8%
 
 2.  Option Life - Vesting period (1 Year)   Average of exercise period
 
 3.  Expected Volatility - Tranche-I: 0.49, Tranche-ll: 0.52,
 Tranche-Ill: 0.30,
 
 Tranche-IV: 0.30, Tranche-V: 0.30
 
 4.  Expected Growth in Dividend - 20%
 
 The weighted average fair value of the option, as on the date of grant,
 works out to Rs. 469 per stock option.
 
 10.  Figures less than Rs. 50,000 have been shown at actual, wherever
 statutorily required to be disclosed, as the figures have been rounded
 off to the nearest lakh.
 
 11.  Revenue expenditure on Research and Development included in
 different heads of expenses in the Profit and Loss Account is Rs. 3.19
 Crores. (Previous Year Rs. Nil).
 
 12.  Previous year''s figures have been regrouped and rearranged
 wherever necessary to conform to this year''s classification.
Source : Dion Global Solutions Limited
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