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Notes to Accounts of Elpro International Ltd.

Mar 31, 2015

1. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note:

As at March 31, 2015, the Company has carried forward losses and unabsorbed depreciation under the Tax Laws. As a matter of prudence the Company has recognized deferred tax assets only to the extent of deferred tax liabilities as at March 31, 2015.

2. Derivative transactions

The Company has not entered into any derivative contracts to hedge its foreign currency risk.The net unhedged foreign currency exposure as at the year-end amounted to USD 0.45 Lacs (Previous year USD 0.51 lacs).

3. Investments made in PNB MetLife India Insurance Company Limited are long term in nature. In the Opinion of the management the realisable value of these investments is more than the book value as at March 31, 2015.

4. Segment Information

a) Primary Business Information (Business Segments)

These business segments represent primary basis of information set out in the financial statements. In accordance with the Accounting Standard 17, 'Segment Reporting', the Segment Information for the year ended March 31, 2015 is given

Note:

- Corresponding figures in bracket pertains to previous year.

- Segment assets include all operating assets used by the segment and consist primarily of debtors, current assets and fixed assets net of provisions and allowances. Segment liabilities include all operating liabilities and consist principally of creditors and other payables. Items that relate to the enterprise as a whole or at the corporate level not attributable to a particular segment are included under "unallocated".

- The Real Estate segment includes Real Estate Services income & Development of Housing Residential project.

- Electrical equipments segment includes manufacturing and sales of lightning arrester, varistor, Secondary surge arresters, Discharge Counter. "Others" represents income generated from windmill.

5. Pursuant to the enactment of the Companies Act, 2013, the company has applied estimated useful lives as specified in Schedule II.Accordingly the unamortised carrying value is being depreciated /amortised over the revised/remaining useful lives. The written down valued of Fixed Assets whose lives is being expired as at April 2014 have been adjusted net of tax, in the profit & Loss Account.

6. CORPORATE SOCIAL RESONSIBILITY

As mandated by section 135 of the Companies Act, 2013, the company has constituted as CSR Committee. Since the average net profit of the company is in negative, there is no expenditure on CSR activities during the year.

7. Operating leases

i) The Company's significant leasing arrangements are in respect of operating leases for premises (sheds land and offices etc.). These leasing arrangements, which are non-cancelable range between 11 months and 39 years generally and are usually renewable by mutual consent on mutually agreeable terms. Aggregate lease rentals receivable are recognised as Rent in Schedule XV.

8. The Company has its own Provident fund trust covering the employees of Elpro International Limited and as the fund would have to meet any interest shortfall, it is to be construed as a defined benefit plan in terms of recent Accounting Standards Board (ASB) guidance on implementing AS 15 (Revised 2005) issued by the ICAI. However, in the absence of guidance note from the Actuarial Society of India, the Company's actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

9. The following table sets forth the funded status of the plan assets and the amounts relating to gratuity and Leave encashment recognized in the Company's Financial as at March 31, 2015.

10. Previous year's figures have been shown in brackets and have been regrouped wherever necessary to conform to current year's classification.


Mar 31, 2014

1. Share Capital

Notes:

1. The Company has two class of shares i.e Equity Share and Preference Shares have a par value of Rs. 10 per share. Each Equity shareholder are eligible for one vote per share.

2. During previous year the Authorised Share Capital of the Company has been reclassified from 1,00,00,000 Equity share of Rs.10/- each to 60,00,000 Equity Shares of Rs.10/- each and 40,00,000 Cumulative Redeemable Preference Share of Rs.10/- each as per the General Body Resolution passed on 11th February,2013 through Postal Ballot.

3. During previous year Company has issued 40,00,000 Cumulative Redeemable Preference Shares of Rs.10/- each at premium of Rs.190/- per share to the Promoters of the Company. As a result of such Issue the Subscribed and Paid up Capital of The Company has increased from Rs. 461.17 lacs to Rs. 861.17 lacs

Additional Information to Secured / Unsecured Long Term Borrowings:

The Long Term Portion of Term Loans are shown under Long Term Borrowings and the current maturities of the long term borrowing are shown under the current liabilites as per the disclosure requirements of the Revised Shedule VI

Details of Securities and Terms of Repayment :

A. Term Loans from Banks

1) State Bank of India - Rental Discounting

Total Loan Amount is Rs.17.39 Cr.Secured by first charge on Future recievables (Licence fees, Amenities Charges, Rent etc from companies- Mahindra Defense Naval Systems Pvt. Ltd., Tata Johnson Controls Automotive Ltd., Behr India Ltd. , Behr Hella Thormocontrol India Pvt Ltd. , Mather and platt Pumps Ltd. Collateral: Equitable mortgage of land & building on survey no. 181 (part), 182 (part), 184 and 185 part of CTS no. 4270, Chinchwad Road, near Railway station, Pune - 411 033. (Total Land area - 299674.18 Sq.ft.). The Loan is Payable in EMI of Rs.30.70 Lacs each payable monthly Repayment in 84 installments starting April 2011 the last installment is due on March 2018 Floating interest at 0.25% above State Bank Advance Rate (Benchmark PLR)

2) State Bank of India - Rental Discounting

Total Loan amount is Rs.14.00 Cr Secured by first charge on Future receivables (Licence fees, Amenities Charges, Rent etc from company - Behr India Ltd. Collateral: Extension of Equitable mortgage of land & building on part of survey no. 185, part of CTS no. 4270, Chinchwad Road, near Railway station Pune - 411 033. (Total Land area - 299674.18 Sq.ft.). The Loan is Payable in EMI of Rs. 24.00 Lacs each payable monthly Repayment in 96 installments starting October 2013 the last installment is due on October 2021. Floating interest at 0.25% above State Bank Advance Rate (Benchmark PLR)

Short Term Borrowings

Note

Working Capital Finance from Banks Bank of India Cash Credit Limit

Secured by Hypothecation of Stocks and Book Debts Collateral Hypothecation of Plant and Machinery excluding Machinery of 100% EOU, Equitable Mortgage of Land and Building at Pune Unit (part area of land). The limit of Rs. 200 Lacs for Cash Credit is repayable on demand and has a Floating interest at 3.75 % OBR

2. COMPANY OVERVIEW -

Elpro International Limited is engaged in the business of manufacturing of Other Electrical equipments like Lighting Arresters, Varistors, Surge Arrestor & also engaged in Real Estate development Service.The Company has manufacturing plant located at Chinchwad, Maharashtra.

2013-14 2012-13 Rs. In Lacs Rs. In Lacs 3. I. Estimated amount of contracts remaining to be executed on capital account and not provided for 318.12 -

II. Contigent liablities not provided for:

a. Income tax mattersin dispute at various stages of appeal - 24.66

b. Excise duty 2.23 9.75

c. Employee related matters Amount not Amount not ascertainable ascertainable

d. Sales tax matters 25.44 18.18

e. Bank guarantees (secured hypothecation of current assets) 22.61 27.17

f. Corporate guarantee to Bank (Secure by mortgage of land) 3,650.00 3,650.00

4. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

5. Derivative transactions

The Company has not entered into any derivative contracts to hedge its foreign currency risk.The net unhedged foreign currency exposure as at the year-end amounted to USD 0.51 Lacs (Previous year USD 0.78 lacs).

6.Investments made in PNB MetLife India Insurance Company Limited are long term in nature. In the Opinion of the management the realisable value of these investments is more than the book value as at March 31, 2014.

Note:

* Corresponding figures in bracket pertains to previous year.

* Segment assets include all operating assets used by the segment and consist primarily of debtors, current assets and fixed assets net of provisions and allowances. Segment liabilities include all operating liabilities and consist principally of creditors and other payables. Items that relate to the enterprise as a whole or at the corporate level not attributable to a particular segment are included under "unallocated".

* The Real Estate segment includes Lease rental income and Development of Real Estate Projects

* Electrical equipments segment includes manufacturing and sales of lightning arrester, varistor, Secondary surge arresters, Discharge Counter. "Others" represents income generated from windmill.

7. Operating leases

i) The Company''s significant leasing arrangements are in respect of operating leases for premises (sheds and office etc.). These leasing arrangements, which are non-cancelable range between 11 months and 8 years generally and are usually renewable by mutual consent on mutually agreeable terms. Aggregate lease rentals receivable are recognised as Rent in Schedule XV.

8. The Company has its own Provident fund trust covering the employees of Eipro International Limited and as the fund would have to meet any interest shortfall, it is to be construed as a defined benefit plan in terms of recent Accounting Standards Board (ASB) guidance on implementing AS 15 (Revised 2005) issued by the ICAI. However, in the absence of guidance note from the Actuarial Society of India, the Company''s actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.


Mar 31, 2013

1. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as k at March 31,2013.This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of Information available with the '' Company.

2. Derivative transactions

The Company has not entered into any derivative contracts to hedge its foreign currency risk.The net unhedged foreign currency exposure as at the year-end amounted to USD 0.78 Lacs (Previous year USD 0.72 lacs).

3. Investments made in PNBMetLife India Insurance Company Limited are long term in nature. In the Opinion of the management the realisable value of these investments is more than the book value as at March 31, 2013.

4. Operating leases,

i) The Company''s significant leasing arrangements are in respect of operating leases for premises (sheds and office, etc.). These leasing arrangements, which are non-cancelable range between 11 months and 8 years generally and are usually renewable by mutual consent on mutually agreeable terms. Aggregate lease rentals receivable are recognised as Rent in Schedule XV.

5. The Company has its own Provident fund trust covering the employees of Elpro International Limited and as the fund would have to meet any Interest shortfall, it is to be construed as a defined benefit plan in terms of recent Accounting Standards Board (ASB) guidance on Implementing AS 15 (Revised 2005) Issued by the ICAI. However, in the absence of guidance note from the Actuarial Society of India, the Company''s actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

6. The Company has appointed Mr.Suresh Savalia as a Company Secretary of the Company as per section 383A of the Companies Act, 1956.

7. Previous year''s figures have been shown in brackets and have been regrouped wherever necessary to conform to current year''s classification.


Mar 31, 2011

1. No Managerial remuneration debited to the Profit & Loss Account except Directors fees of Rs. 1.32 lacs (Rs.1.34 lacs)

2. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31,2011 This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

3. Advance against flat bookings include Rs. 198.49 lacs (Previous year Rs. 6,399.00 lacs) received from related parties in respect of which formal sale agreements are yet to be entered into. The Management confirms that these advances have been received in the normal course of business.

4. Derivative transactions

The Company has not entered into any derivative contracts to hedge its foreign currency risk. The net unhedged foreign currency exposure as at the year-end amounted to USD 0.57 lacs (Previous year USD .07 lacs).

5. Investments made in Met Life India Insurance Company Limited are long term in nature. In the opinion of the management the realisable value of these investments is more than the book value as at March 31, 2011.

6. Rights Issue

During the Financial Year 2009-2010, the Company submitted Draft Letter of Offer to SEBI and stock exchange on January 14, 2010 with regard to proposed right issue up to maximum of Rs. 13800.00 lacs. The Company received in principle approval from stock exchange and received SEBI observation letter in September 2010. But owing to delay in obtaining regulatory approvals and adverse market conditions, the board of directors has decided to cancel the rights issue in their board meeting held on 8th day of May, 2011. Further it was decided that the share application money received from the promoters and promoters company to be refunded which is lying in share application money account.

Note:

Corresponding figures in bracket pertains to previous year.

Segment assets include all operating assets used by the segment and consist primarily of debtors, current assets and fixed assets net of provisions and allowances. Segment liabilities include all operating liabilities and consist principally of creditors and other payables. Items that relate to the enterprise as a whole or at the corporate level not attributable to a particular segment are included under "unallocated".

The Real Estate segment includes Lease rental income and Development of Housing / commercial Projects?

Electrical equipments segment includes manufacturing and sales of lightning arrester, varistor, Secondary surge arresters, Discharge Counter. "Others" represents income generated from windmill.

During the previous year the Company had reclassified Varistors from Segment - Others to Electrical Equipment Segment.

7. Operating leases

i) The Companys significant leasing arrangements are in respect of operating leases for premises (sheds and office, etc.). These leasing arrangements, which are non-cancelable range between 11 months and 8 years generally and are usually renewable by mutual consent on mutually agreeable terms. Aggregate lease rentals receivable are recognised as Rent in Schedule XV.

ii) Other disclosures in respect of Building assets given on operating lease

iii) Other disclosures in respect of assets taken on operating lease.

The Company has entered into Operating Lease arrangements towards use of office facilities. The minimum future payments during non-cancelable period under the foregoing arrangements in the aggregate for each of the following period is as follows:

8. During the previous year, the Company has recorded contingent liability to the tune of Rs. 596.00 lacs towards claim made by Siemens Limited in respect to certain adjustment amount pursuant to a Business Transfer Agreement dated March 10, 2006. On 30th Day of April 2011, both the parties has settled the dispute by entering into consent terms. The settlement terms has been duly recorded in the consent terms and as per the said terms the Company has accepted to pay Rs. 200.00 lacs against full and final settlement of claim lodged by Siemens Limited.

9. During the year 2008-2009, the Company has entered into a Joint development Agreement (JDA) with Elpro Estates Limited (Formerly known as Trump Properties Limited), a Subsidiary Company for the Joint Development of the Commercial project. In terms of the JDA Provisions the Company has transferred the Capital Work-in-Progress and the related liabilities on account of the commercial project to Elpro Estates Limited.

10. There are no dues payable to the Investor Education and Protection Fund as at March 31, 2011.

11. The Company has its own Provident fund trust covering the employees of Elpro International Limited and as the fund would have to meet any interest shortfall, it is to be construed as a defined benefit plan in terms of recent Accounting Standards Board (ASB) guidance on implementing AS 15 (Revised 2005) issued by the ICAI. However, in the absence of guidance note from the Actuarial Society of India, the Companys actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

12. The following table sets forth the funded status of the plan assets and the amounts relating to gratuity and Leave encashment recognized in the Companys Financial as at March 31, 2011.

13. The Company is required to appoint a whole time company secretary as per section 383A of the Companies Act, 1956.The Company is in the process of appointment of company secretary.

14. Previous years figures have been shown in brackets and have been regrouped wherever necessary to conform to current years classification.


Mar 31, 2010

2009-10 2008-09

Rs. In Lacs Rs. In Lacs

1. i. Estimated amount of contracts remaining to be executed on

capital account and not provided for - -

ii. Contingent liabilities not provided for:

a. Income tax matters in dispute at various stages of appeal 62.35 237.13

b. Excise duty 9.75 9.75

c. Service tax 4.75 4.75



d. Employee related matters Amount not Amount not ascertainable ascertainable.

2. Managerial remuneration debited to the Profit & Loss Account is Rs. Nil lacs (Rs.9.33 lacs) including Directors fees of Rs. 0.34 lacs (Rs.1.11 lacs) and perquisites of Rs. NilLacs (Rs. Nil lacs) but excludes accrual for gratuity and leave encashment as it is determined on the basis of actuarial valuation for the Company as a whole."

(**) "Spare parts and components" referred to in para 4D(c) of Schedule VI to the Companies Act, 1956 have been interpreted to mean the items incorporated in the finished goods for sale and not those issued for repairs and maintenance of plants and machinery.

Notes;

a. The consumption in 9 and 10 above is arrived at as a balancing figure by adding to opening stocks, the purchases made during the year and deducting there from the closing stocks. The figure under Other" disclosed in B(c) above, is a balancing figure in order to agree with the consumption shown in the Profit and Loss Account. Consequently, obsolete raw materials and components written off and excess/ shortage on physical verification are included in consumption.

Licensed capacities disclosed include / represent capacity indicated in the prescribed memoranda filed with Department of Industrial Development (Secretariat of Industrial Approvals) in terms of Notification No.477 (E) dated July 25,1991.

** Installed capacity is dependent on product mix and is as certified by the management and not verified by the auditors as being a technical matter.

*** Production represents production meant for sale and excludes, captive consumption.

1. Included under appropriate classes of goods is the turnover of components, etc. referred to in No.10 (B)

2. Sale quantity includes free samples, replacements etc.

3. Sale figure given above include revenue from manufacturing activity, but excludes revenue generated from providing of services.

3. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31,2010.This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

As at March 31, 2010, the Company has carried forward losses and unabsorbed depreciation under the Tax Laws. As a matter of prudence the Company has recognized deferred tax assets only to the extent of deferred tax liabilities as at March 31, 2010.

4. The Investment in Elpro Packaging Limited has been stated at an estimated realisable amount.

5. Advance against flat bookings include Rs 6,399 lacs (Previous year 8,738.48 lacs) received from related parties in respect of which formal sale agreements are yet to be entered into. The Management confirms that these advances have been received in the normal course of business.

6. Derivative transactions

The Company has not entered into any derivative contracts to hedge its foreign currency risk.

The net unhedged foreign currency exposure as at the year-end amounted to USD 0.07 lacs (Previous year USD 1.55 lacs).

7. Investments made in Met Life India Insurance Company Limited are long term in nature. In the .opinion of the management the realisable value of these investments is more than the book value as at March 31, 2010.

During the previous year, the Company reviewed the provision made in an earlier year for diminution in value of investments in Met Life India Insurance Company Limited. Accordingly, the said provision was written back fully as considered no longer required and disclosed as an exceptional item.

8. Share capital

During the previous year the authorized share capital of the Company was increased from Rs 50,000,000 divided into 5,000,000 equity shares of Rs 10 each to Rs 100,000,000 divided into 10,000,000 equity shares of Rs 10 each.

During the previous year, the Company had issued 1,100,000 convertible equity share warrants on a preferential basis to foreign institutional investors carrying an entitlement to apply for allotment of Equity shares of Rs 10 each at a premium of Rs 601 per share. Each Warrant sjriall be convertible into one Equity Share of Rs. 10/- each apportioned towards the Equity shares and the balance amount paid against each warrant towards the share premium.

During the current year the Company has issued 660,000 (Previous year 395,000) equity shares on conversion of the share warrants into equity, shares and transferred Rs.3.966.60 lacs (Previous year Rs.2,373.95 lacs) to Share Premium Account. The balance 45,000 share warrants issued expired on October 24, 2009 which were cancelled by the Company and the 10% subscription amount received against the issuance of warrants amounting to Rs 27.50 lacs has been forfeited by the Company there upon as per the terms of the warrants. The same has been credited to capital reserves.

The Company has obtained consent from its promoters to convert their unsecured loan / share application money amounting to Rs 12,515.00 lacs to be adjusted against the respective rights entitlements in the proportion of their existing share holding and alsofor unsubscribed portion of right issue, if any. The same has been disclosed as Equity share application money as at March 31,2010.

9. Related party disclosures

(a) Names of related parties and nature of relationship where transactions have taken place during the year.

1. Faridabad Investment Company Ltd. Investing party/promoter company

2. Dabri Properties & Trading Co. Ltd. Associate

3. International Conveyors Limited Promoter Company

4. Mr. Surbhit Dabriwala Promoter Director

5. Mr. R. K. Dabriwala Promoter Director

6 Mrs. Yamini Dabriwala Relative of promoter Director

7. Elpro Estate Limited (Formerly known as Trump Properties Limited) Subsidiary

8. IGE (I) Ltd. Enterprise over which promoter company/promoter exercise significant influence

9. Faridabad Capital Holdings Private Limited Enterprise over which promoter company/promoter exercise significant influence

10. Elpro Packaging Limited Associate (ceases to be an associate with effect from November 24, 2008)

11. RCA Limited Promoter Company

12. Elpro Capital Private Limited Enterprise over which promoter company/promoter exercise significant influence

13. IGE Realty Private Ltd Enterprise over which promoter company/promoter exercise significant influence

14. International Belting Limited Enterprise over which promoter company/promoter exercise significant influence

- Corresponding figures in bracket pertains to, previous year.

- Segment assets jnclude afi operating assets used by the segment and consist primarily of debtors, current assets and fixed assets net of provisions and allowances. Segment liabilities include all operating liabilities and consist principally of creditors and other payables. Items that relate to the enterprise as a whole or at the corporate level not attributable to a particular segment are included under "unallocated".

- The Real Estate segment includes Lease rental income and Development of Housing / commercial ProjectSv

- Electrical equipments segment includes manufacturing and sales of lightning arrester, varistor, Secondary surge arresters, Discharge Counter. "Others" represents income generated from windmill.

- During the previous year the Company had reclassified Varistors from Segment - Others to Electrical Equipment Segment.

10. Operating leases

i) The Companys significant leasing arrangements are in respect of operating leases for premises (sheds and office, etc.). These leasing arrangements, which are non-cancelable range between 11 months and 8 years generally and are usually renewable by mutual consent on mutually agreeable terms. Aggregate lease rentals receivable are recognised as Rent in Schedule XV.

iii) Other disclosures in respect of assets taken on operating lease.

The Company has entered into Operating Lease arrangements towards use of office facilities. The minimum future payments during non-cancelable period under the foregoing arrangements in the aggregate for each of the following period is as follows:

11. During the previous year, the Company had declared voluntary retirement scheme (VRS) for its employees at Chinctiwad factory. The total cost of VRS paid amounted to Rs 275 lacs. The same is amortized till March 31,2010 in accordance . with Accounting Standard 15 on "Employee benefits".

12. During the previous year, the Company has entered into a Joint development Agreement (JDA) with Elpro Estates Limited (Formerly known as Trump Properties Limited), a Subsidiary Company for the Joint Development of the Commercial project. In terms of the JDA Provisions the Company has transferred the Capital Work-in-Progress and the related liabilities on account of the commercial project to Elpro Estates Limited.

13. There are no dues payable to the Investor Education and Protection Fund as at March 31,2010.

14. The Company has its own Provident fund trust covering the employees of Elpro International Limited and as the fund would have to meet any interest shortfall, it is to be construed as a defined benefit plan in terms of recent Accounting Standards Board (ASB) guidance on implementing AS 15 (Revised 2005) issued by the ICAI. However, in the absence of guidance note from the Actuarial Society of India, the Companys actuary has expressed his inability to reliably measure the provident fund liability. Accordingly, the Company has accounted for the same as a defined contribution plan.

15. The following table sets forth the funded status of the plan assets and the amounts relating to gratuity and Leave encashment recognized in the Companys Financial as at March 31,2010.

16. The Company is in the process of appointment of company secretary.

17 Previous years figures have been shown in brackets and have been regrouped wherever necessary to conform to current years classification.

 
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