1 (a) Claim against the Company not acknowledged as debt:
(i) In respect of a charter party dispute between VISA Comtrade (Asia)
Limited (the Charterer) and Transfield Shipping Inc., Panama (the
Owner of the Vessel - Prabhu Gopal), the said Owner of the vessel has
filed a civil suit in the Honble Calcutta High Court against the
Company and the Charterer and claimed relief for a decree for US$ 0.30
million to be expressed in Indian Currency at such rate of exchange
and/or on such terms as the Court may deem fit and proper, Injunction,
Costs or other reliefs. The company has not accepted the claim as it
was not a party to the said Agreement and hence cannot be made a party
to the suit. The Honble Court passed interim order dated 11 May 2005 &
20 June 2005, restraining the Company and the Charterer from
withdrawing any amount from a specified bank account without leaving a
balance for a sum of Rs.12.50 million,
which has been set aside by the bank from cash credit limit of the
Company. The Company has been legally advised that the above interim
order has been expired due to efflux of time and has not been extended
by the Honble Calcutta High Court.
(ii) Applications have been filed by the legal heirs of a deceased
employee of the Company and his sister respectively, who died in a road
accident while travelling in the Companys vehicle for their personal
work, claiming a compensation of Rs.6.05 million and interest @ 18% per
annum and Rs.0.55 million respectively. The Company has contested the
claims, which are currently pending before the Motor Accident Claims
Tribunal, Bhubaneswar and the Additional District Judge cum 3rd Motor
Accident Claims Tribunal, Rourkela respectively.
(d) The Company has obtained licenses from the Government of India
under EPCG Scheme for import of machineries at a reduced Customs Duty
and thereby saved an amount of Rs.384.40 million towards duty upto 31
March 2011(2010 : Rs.522.17 million). As per the requirement under the
said Scheme, the Company is required to export amounting to Rs.2986.46
million (2010 : Rs.4177.32 million) within the specified periods,
failing which, the Company has to make payment to the Government of
India equivalent to the duty benefit enjoyed along with interest. The
Company is confident that the above export obligation will be met
during the specified period.
2 (a) The working capital facilities from banks are secured by way of
first hypothecation charge ranking pari-passu with other banks on the
whole of the current assets, namely, stock of raw material, stock in
process, semi finished & finished goods, stores & spares not relating
to plant & machinery (i.e. consumable stores & spares), bills
receivable & book debts and all other movables, both present and
future, whether installed or not provided that the charge in favour of
the banks on the movable plant & machinery, machinery spares, tools &
accessories shall be subject to the charges created and/or to
be created thereon in favour of the term lenders to secure the long
term borrowings/loans for capital expenditure. The working capital
facilities are also secured by second mortgage charge on the land
situated at Kalinganagar Industrial Complex , District Jajpur, Orissa
together with building and structures thereon and all plant & machinery
attached to the earth or permanently fastened to anything attached to
the earth along with corporate guarantee of VISA International Limited
and personal guarantee of Managing Director of the Company.
(b) Term Loan from Banks & Financial Institutions other than General
Corpus Corporate Loan is secured by way of first charge on the land and
fixed assets situated at Kalinganagar Industrial Complex, District
Jajpur, Orissa together with hereditaments and premises and building,
plant and machineries permanently affixed thereto and other erections
thereon both present and future at Plant at Kalinganagar Industrial
Complex, District Jajpur, Orissa and second charge on all the current
assets of the Company ranking pari-passu with other banks along with
Corporate Guarantee of VISA International Limited and personal
guarantee of Managing Director of the Company.
General Corpus Corporate Loan is secured by first charge on all the
movable fixed assets of the Company and second charge on all the
current assets of the Company both present and future on pari passu
basis alongwith other term lenders.
(c) Subordinate Debt Facility from a Consortium of banks and financial
institutions through IL&FS Financial Services Limited acting as
Facilitator is secured by way of a second mortgage & charge on
pari-passu basis with the Working Capital Lenders of all such immovable
properties and interest in the immovable properties including
buildings, structures, plant and machinery embedded therein, present &
future in the industrial land situated at Kalinganagar Industrial
Complex, District Jajpur, Orissa, and by way of second charge on
pari-passu basis with the Term Loan lenders on all the movable current
assets and movable plant & machinery, spares, tools, accessories both
present & future along with Corporate Guarantee of VISA International
Limited. The registration of the above charge is pending.
(d) Equipment Finance and other loan from banks and financial
Institutions are secured by way of hypothecation of vehicles/machinery
taken under the loan arrangement.
3 Pursuant to an inter se transfer of shares between the Promoter Group
Companies, VISA Minmetal AG transferred its entire shareholding to a
Promoter Group Company, VISA Infrastructure Limited subsequent to which
VISA Infrastructure Limited became the holding Company of the Company
w.e.f. 30 April 2010.
4 During the year the Joint Venture Company Patrapada Coal Mining Co.
Private Limited is dissolved with effect from 05 October 2010.
5 Investment in Joint Venture
The Company has invested in VISA Urban Infra Limited during the year
vide the consortium agreement with VISA Infrastructure Limited and VISA
Realty Limited to start up a project of star hotel and convention
centre at Naya Raipur, Chhatisgarh.
Joint Venture VISA Urban Infra Limited
Country of Incorporation India
% of Ownership Interest as at 31 March 2011 26.00%
The Companys interests in the joint venture is reported as Long Term
Investment in Schedule 5 and stated at cost. However, the Companys
share of each of the assets and liabilities etc. (each without
elimination of the effect of transactions between the Company and the
joint venture) in the Joint Venture are:
6 Employee Benefits
The Company maintains provident fund with Regional Provident Fund
Commissioner, contributions are made by the company to the Fund, based
on the current salaries. In the provident fund schemes, contribution
are also made by the employees. An amount of Rs.15.94 million (2010 :
Rs.12.98 million) has been charged to the Profit and Loss Account on
account of the above defined contribution schemes.
The Company operates defined benefit schemes like gratuity and leave
encashment. The Company has taken out a policy with Life Insurance
Corporation of India (LICI) for future payment of gratuity liability to
its employees. Annual actuarial valuations are carried out by LICI in
compliance with Accounting Standard 15 (Revised 2005) on Employee
Benefits. Annual contributions are also made by the Company. Employees
are not required to make any contribution.
The Company also provides for leave encashment benefit to the
employees. Annual actuarial valuations are carried out by an
independent actuary in compliance with Accounting Standard 15 (Revised
2005) on Employee Benefits. Employees are not required to make any
contribution.
The estimates of future salary increase considered in the actuarial
valuation takes into account factors like inflation, seniority,
promotion and other relevant factors. The expected return on plan
assets is based on actuarial expectation of the average long term rate
of return expected on investments of the funds during the estimated
terms of the obligations.
The contribution expected to be made by the Company for the year ending
31 March 2012 cannot be readily ascertainable and therefore not
disclosed.
The above information has been compiled in respect of parties to the
extent to which they could be identified as Micro and Small Enterprises
under Micro, Small and Medium Enterprises Development Act, 2006 on the
basis of information available with the Company.
7 Share - based Compensation
The shareholders of the Company in Annual General Meeting held on 17
August 2010, has approved an Employee Stock Options Scheme 2010 (the
ESOP Scheme 2010), formulated by the company, under which the
Company may issue 55,00,000 options to its permanent employees and
directors of the company, its subsidiaries and its holding company, as
determined by the Remuneration Committee on its own discretion and in
accordance with the SEBI Guidelines.
Each options when exercised would be converted into one fully paid - up
equity share of Rs.10/- each of the Company. The ESOP Scheme 2010 is
administered by the Remuneration Committee of the Board of Directors of
the Company (the Committee). Under the ESOP Scheme 2010, the
Committee had granted 900,000 options to its eligible employees during
the year ended 31 March 2011. The following share-based payment
arrangements were in existence during the reporting periods.
Fair Valuation:
At grant date , the estimated fair value of stock options granted was
Rs.19.56. The fair valuation was carried out by an independent valuer
using Black & Scholes model. The various inputs and assumptions
considered in the pricing model at grant date for the stock options
granted under ESOP Scheme 2010 are as under.
8 As the Companys business activity falls within a single business
segment, viz. Iron & Steel products, the disclosure requirements of
Accounting Standard (AS-17) on Segment Reporting, notified by the
Companies (Accounting Standards) Rules, 2006, are not applicable.
9 Previous years figures have been rearranged/re-grouped wherever
necessary. |