1) Contingent Liabilities not provided for :
i. Counter guarantees against Bank guarantees given by banks Rs.
2,59,31,062/- ( Pr. Yr. Rs. 62,36,515/-)
2) In the opinion of the Board the Current Assets, Loans and Advances
are approximately of the value as stated in Financial Statements, if
realized in the ordinary course of business. The provision for all
known and determined liabilities is adequate and not in excess of the
amount reasonably required.
3) Balances of Debtors, Creditors and Loan and Advances are subject to
4) Scheme of Amalgamation
I. A Scheme of Amalgamation was framed under the provisions of sections
391 and 394 of the Companies Act, 1956, and other applicable
provisions, if any, for amalgamation of P & K Hightech Systems Pvt Ltd
(the Transferor Company) with United Drilling Tools Ltd (the Transferee
A. Salient features of the Scheme of Amalgamation are as follows:
a. All assets and liabilities including Income Tax and ail other
statutory liabilities, if any, of the Transferor Company will be
transferred to and vest in the Transferee Company.
b. All the employees of the Transferor Company in service on the
Effective Date, if any, shall become the employees of the Transferee
Company on and from such date without any break or interruption in
service and upon terms and conditions not less favorable than those
subsisting in the Transferor Company on the said date.
c. Appointed Date for amalgamation will be 1st April, 2011.
d. The Transferee Company will issue 79 (seventy nine) Equity Shares
of Rs. 10 each, credited as fully paid-up, of the Transferee Company
for every 200 (two hundred) Equity Shares of Rs. 10 each held in the
Transferor Company- P & K Hightech Systems Pvt Ltd.
e. The Transferee Company will issue 115 (one hundred fifteen) 12%
Cumulative Compulsory Redeemable Preference Shares of Rs. 100 each,
credited as fully paid-up, of the Transferee Company, for every 1,000
(one thousand) Equity Shares of Rs. 10 each held in the Transferor
Company- P & K Hightech Systems Pvt Ltd.
f. Any fraction of share arising out of the aforesaid share exchange
process, if any, will be rounded off to nearest whole number.
III. The aforesaid Scheme of Amalgamation was approved by the Hon''ble
High Court of Delhi vide its order dated 6th March, 2012. The Scheme
became effective on 6th June, 2012, being the date of filing of the
High Court Order with the ROC. Since the Scheme is operative from the
Appointed Date, 1sl April, 2011, it has been given effect to in the
present audited accounts.
Accordingly, the present audited accounts are consisting of financial
figures of the Transferee Company as well as financial figures of the
IV. The Transferee Company is engaged in manufacturing of drilling
tools and equipments for oil drilling & exploration industry and other
related activities. Whereas, prior to the Scheme of Amalgamation, the
Transferor Company was engaged in manufacturing of gas lift systems and
other high tech equipments for oil drilling & exploration industry and
other related activities.
V. In terms of the Scheme of Amalgamation, the Transferee Company will
issue 34,38,791 Equity Shares of Rs. 10 each, credited as fully pafd
up, and 10,01,167 12% Cumulative Compulsory Redeemable Preference
Shares of Rs. 100 each, credited as fully paid-up, to the Shareholders
of the Transferor Company, in exchange of 100% Equity Share Capital of
the Transferor Company after cancellation of cross holding, if any.
The aforesaid Shares to be issued by the Transferee Company have been
disclosed under the head Shares to be issued pursuant to the Scheme of
Amalgamation in the Balance Sheet.
VI. Amalgamation of Transferor Company with the Transferee Company has
been accounted for undar the Pooling of Interests Method as per
Accounting Standard-14 (AS-14) as prescribed under the Companies
(Accounting Standards) Rules, 2006. Accordingly, all the assets,
liabilities and reserves of each of the Transferor Company have been
recorded in the Company''s books at their existing carrying amounts and
in the same form. Inter-company balances, if any, stand cancelled.
VII. The following accounting treatment has been given to some of the
issues pertaining to the Scheme:
Deficit of Rs. 4,74,46,610 arising out of amalgamation being difference
between pre-merger paid up Share Capital of the Transferor Company and
paid-up value of new Equity and Preference Shares to be issued by the
Transferee Company on amalgamation, has been adjusted in the Securities
Premium Account in the books of the Transferee Company.
5) Employee Benefit Obligations
a) Defined Contribution Plan
The Company makes contributions towards Employees Provident Fund and
Family Pension Fund for qualifying employees. The Fund is operated by
the Regional Provident Fund Commissioner. The amount of contribution is
recognized as expense for defined contribution plans. The contribution
of PF is Rs. 6,68,405/- ( Pre.Yr. Rs. 4,08,155/-)
b) Defined Benefit Plan
The Company make payment to vested employees at retirement, death while
in employment or on termination of an amount equivalent to 15 days
salary (last drawn salary) payable for each completed year of service
or part thereof in excess of six months as per provisions of Payment of
Gratuity Act, 1972. Vesting occurs upon completion of five years of
service. The Gratuity liability is provided in the books amounting to
Rs. 9,14,872/- ( Previous Year Rs 9,18,373/- ) on actual liability
basis as on the date of balance sheet. It is non funded.
c) Other Long Term Employee Benefits
Liability of Leave Encashment is provided in the books of account
amounting to Rs. 1,90,685/ - (Previous Year Rs. 1,88,154/-) on actual
calculation basis as on balance sheet date. It is non funded.
6) Since the Scheme of Amalgamation has been given effect to in the
current year accounts, the current year''s figures are not comparable
with that of previous year.The figures for the previous year have been
regrouped and rearranged wherever found necessary to make them
comparable with those of current year.
6A) The company has not provided depreciation on Intangible Assets
acquired on amalgamation as the company is doing further research to
adapt the technology in enhanced recovery of oil from low performing
oil well globally.