Mar 31, 2023
Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of Re.1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. The Company records the amount received from Genus Shareholders'' Trust in general reserve. However, the amount previously transferred to the general reserve can be utilised only in accordance with the requirements of Companies Act, 2013.
Notes :
1. The term loan of Rs. NIL Lacs (sanctioned amount Rs. 1,650.00 Lacs) (March 31, 2022: Rs. 514.08) from a Bank is secured by first exclusive charge on the entire property, plant and equipment of the Company''s Assam unit situated at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village - Silalndurighopa, District - Kamrup (R), Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. be charged @ 0.40% over 1 year MCLR Strategic Premium. The loan is repayable in 24 quarterly installments starting from April 2018.
2. The term loan of Rs. NIL Lacs (sanctioned amount Rs. 3,100.00 Lacs) (March 31, 2022: Rs. 175.52 Lacs) from a Bank is secured by first exclusive charge on the plant and equipment of the Project, first charge by way of equitable mortgage on Factory land and building situated at plot no. 09 & 10, situated at sector-2, IIE, SIDCUL, BHEL Haridwar (Uttarakhand) and 1st Charge on pari-passu basis of term lender by way of Equitable mortgage of Industrial Property situated at Plot No 12, Sector 4, IIE, SIDCUL, Haridwar, second charge on current assets of the Company (present and future) and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest will be charged @ 0.40% over 1 year MCLR Strategic Premium. During the previous year ended March 31,2021, fresh borrowings were been made within sanctioned limits. The loan is repayable in 20 quarterly installments starting from September 2019.
3. The Term Loan of Rs. 11,100.00 Lacs (sanctioned amount Rs. 12,500.00 Lacs) (March 31,2022: Rs. NIL Lacs) from a Credit Suisse AG, Mumbai Branch is secured by Charge on investment in bonds and MLD''s, NCD''s and other marketable securities in the dematerialised form as acceptable to Credit Suisse. Interest will be charged @ 2.25% over 1 month MCLR. The loan is repayable in 12 months from the date of disbursement of loan.
4. The Open Term Loan (OTL) of Rs. 123.99 Lacs (sanctioned amount Rs. 1,000.00 Lacs) (March 31, 2022: Rs. NIL Lacs) from a Bank is secured by Charge on the assets created / to be created out of OTL and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest will be charged @ 0.20% over 1 year MCLR. The loan is repayable Moratorium period: 3 months and Repayment period in 9 equal monthly installment starting from June 2023.
5. Vehicle loans from banks and non-banking financial companies are secured by way of hypothecation of the vehicles financed by them under the finance scheme. The effective weighted average interest rate is 9.00% p.a. (March 31,2022: 9.35% p.a.)
6. Cash credit and suppliers credit of Rs. 17,120.90 Lacs (March 31,2022: Rs.21923.20 Lacs) of the Company under consortium arrangement from Bank of Baroda, State Bank of India, IDBI Bank Ltd, Axis Bank, Punjab National Bank, Yes Bank, Indian Bank and Qatar National Bank (Q.P.S.C.), is secured by way of first pari-passu charge on entire current assets of the Company both present and future and collateral security by way of 1st Pari-passu charges on the movable fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan) and Plot No.12, Sector-4 , IIE Haridwar (Uttarakhand) and 2nd charge on Equitable mortgage of Factory Land & Building situated at Plot No 09 & Plot No 10 situated at Sector -2, IIE, SIDCUL, BHEL, Haridwar and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal.
7. Bills discounting of Rs. 597.03 Lacs (March 31, 2022: Rs. 9.19 Lacs) of the Company are secured by inland documentary bills covering dispatches of goods under prime Bank''s Letter of credit supported by related documents. The rate of interest is the respective period MCLR and generally in the range between 7.00% to 8.00%.
8. Other facilities for Rs. 5,514.19 Lacs (March 31,2022: Rs. 4,248.15 Lacs) of the Company availed towards financing payables of creditors. The rate of interest is the respective period MCLR and generally in the range between 6.35% to 8.00%.
Employee Stock Option Scheme "ESOS-2012"
The Company instituted an Employee Stock Option Plan "ESOS-2012" as per the special resolution passed in a General Meeting held on December 29, 2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Company has reserved issuance of 4,945,000 (March 31, 2022: 4,945,000) equity shares of face value of Re. 1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 6,882,065 options which includes 1,815,600 options at a price of Rs. 7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs. 6 per option (adjusted for shares issued pursuant to scheme of arrangement), 442,700 options at a price of Rs. 27.10 per options, 2,416,065 options at a price of Rs. 30.30 per option and 16,25,700 options at a price of Rs. 17.95. Out of the total grant made till date, 2,416,065 options originally granted at a price of Rs. 30.30 per option has been cancelled. The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.
Employees Stock Appreciation Rights Plan-2019 "ESARP-2019"
The Company instituted an Employees Stock Appreciation Rights Plan-2019 "ESARP-2019â as per the resolution passed in Annual General Meeting held on September 06, 2019. This scheme has been formulated in accordance with the Securities Exchange Board of India Guidelines, 1999 and is in compliance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
The Company has reserved issuance of 3,000,000 (March 31, 2022: 3,000,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Appreciation Rights Plan-2019 (ESARP-2019). In the earlier years, the Company has granted 2,450,000 rights which includes 1,650,000 rights at an exercise price of Rs. 23.50 per right and 8,00,000 rights at an exercise price of Rs. 54 per right. In the current year, the Company has granted 650,000 rights at an exercise price of Rs. 85.80 per right. The rights would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.
(2) Disclosures related to defined benefit plan
The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employees'' Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 1 5 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
41 Financial risk management objectives and policies
Financial risk management framework
The Company''s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent and other bank balances.
The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company''s management that the risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and loans to companies). The company deals with parties which has good credit rating/worthiness given by external rating agencies or based on groups internal assessment. The major customers are usually the Government parties.
Exposure to credit risk:
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 60,426.09 Lacs (March 31,2022: Rs. 59,666.42Lacs), being the total of the carrying amount of balances with trade receivables (including retention money) and loans to companies. The measurement of impaired credit for carrying amount of the above financial assets is ascertained using the expected credit loss model (ECL) approach. The Company is considerate of the fact the majority of the collection is receivable from Government Companies where there can be delay in collection, however, there are no significant risk of bad debts. The sale for the current year include one customer (sale value of Rs 8,614.50 Lacs), & previous year include two customers (Sale value of Rs.13,614.99 Lacs and Rs. 8,141.32 Lacs resp.) where individual sale made to parties were more than 10% individually of total revenue.
The Company has a developed ECL model in place which factors into the potential future impact of the COVID-19. Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of the mentioned financial assets. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company have debt obligations with floating interest rates, the Company is exposed to the risk of changes in market interest rate. The 100 basis points change in market interest rate would increase / (decrease) the finance cost by Rs.283.44 Lakhs (March 31, 2022 : Rs.221.67 Lakhs). The Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of market interest rate.
Foreign currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is disclosed in note no. 38.
The following table demonstrates the sensitivity of outstanding foreign currency denominated monetary items to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company''s profit before tax is due to change in the fair value of financial assets and liabilities :
Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of profit and loss is Rs.93.37 Lacs (March 31,2022: Rs. 1 50.40 Lacs).
50 Significant accounting judgements, estimates and assumptions
The preparation of the Company''s separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. There are no significant areas involving a high degree of judgement or complexity.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation. Further details about gratuity obligations are given in Note 36(2).
Measurement of credit impairment
The measurement of impaired credit for trade receivables is ascertained using the expected credit loss model (ECL) approach. The Company has a developed ECL model in place which factors into the potential future impact of the COVID-19. Appropriate measurement for expected credit loss has been made and provided for in financial statements. The Company has also a made detailed assessment of the recoverability and carrying value of trade receivables. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its collectability.
Claims, provisions and contingent liabilities
The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management''s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company''s capital management is to maximise the shareholder value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares. The company has filed quarterly statements with banks or/and financial institutions which are in agreement with the books of accounts. Summary of reconciliations and reasons for differences, if any, have been explained and reconciled with banks or/and financial institutions. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
ii) The Company does not have any transactions with companies struck off.
iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
viii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 196
Mar 31, 2018
1. Corporate Information
Genus Power Infrastructures Limited (referred to as âGenusâ orthe âCompanyâ) is a public company domiciled in India. The Company is primarily engaged in the business of manufacturing / providing âMetering and Metering Solutions and undertaking âEngineering, Construction and Contractsâon turnkey basis. The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The registered office of the Company is located at G-14, Sector-63, Noida, Uttar Pradesh-201307 and corporate office at SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur, Rajasthan -302022.
The Standalone Financial statements were authorised for issue in accordance with a resolution of the directors on May 11,2018.
2. Significant Accounting Policies
2.1 Basis of Preparation
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards Câlnd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 asamended from time to time.
The financial statement has been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fairvalue:
- Derivative financial instruments
- Certain financial assets and liabilities measured at fairvalue (refer accounting policies regarding financial instruments)
The standalone financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest lacs, except when otherwise indicated.
A. Terms/rights attached toequltyshares
The Company has only oneclass of equity shares having a parvalue of Re.1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders In the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
c. Aggregate number ofshares Issued for consideration other than cash during the period offive years Immediately preceding the reporting date 97,719,120 Equity shares allotted as fully paid up pursuant to schemeof amalgamation for consideration other than cash during the year ended March 31,2014.
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares except for the Vikas Kothari who is holding equity shares on behalf of Genus ShareholdersâTrust.
Notes:
1 The term loan from a Bank is secured by first exclusive charge on the entire property, plant and equipment of the Companyâs Assam unit situated at Plot no. 104, Brahmaputra Industrial Park, Amingaon, village-Silalndurighopa, District-Kamrup(R), Assam and unconditional irrevocable personal guarantees of promoters directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitender Kumar AgarwaL Interest will be charged @0.20% over MCLR SP. The Loan is repayable in 30 unequal quarterly installment starting from April 2018.
2 Vehicle loans from banks and non-banking financial companies is secured by way of hypothecation of the vehicles financed by them under the finance scheme. Theeffective weighted average interest rate is 10.72% (March 31,2017:10.88%) p.a.
3 Cash credit and Buyers credit from banks of Rs.16,806.82 Lacs (March 31,2017: Rs. 17,832.52 Lacs) of the Company under consortium arrangement from Bank ofBaroda, State Bankof India, IDBI Bank Ltd, Axis Bank, Punjab National Bankand Export Import Bankof India, is secured by way of first pa ripassu charge on entire current assets of the Company both present and future and collateral security byway of 1 st Pari-passu charges on the entire unencumbered fixed assets of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan) and Plot No.12, Sector-4 , HE Haridwar (Uttarakhand) and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwaland Mr.VishnuTodi.
4 Bills discounting of Rs. 396.99 lacs (March 31,2017: Rs. 364.62 lacs) of the Company are secured by inland documentary bills covering dispatches of goods under prime Bankâs Letter of credit supported by related documents. The rate of interest is respective period MCLR.
5 Bills discounting of Rs. 4,938.10 lacs (March 31, 2017: Rs. 3,688.98 lacs) are discounted on vendors invoices and carried an interest rate calculated at MCLR 0.30% with credit period of upto 90 days. This facility is secured by personal guarantees of Mr. Ishwar Chand AgarwaL Mr. Rajendra Agarwal, Mr. Jitendra Kumar Agarwaland Mr.VishnuTodi.
3 Share based payments
Employee StockOptlonSchemeâESOS-2012â
The Company instituted an Employee Stock Option Plan âESOS-2012â as per the special resolution passed in a General Meeting held on December29,2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999.
The Company has reserved issuance of 7,945,000(March 31,2017:7,945,000) equity sharesof face value of Re.1 each foroffering to eligible employeesof the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement) and 442,700 options at a price of Rs. 27.10 per option. The options would vest over a maximum period of 6 years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.
(2) Disclosures related todefined benefit plan
The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employeesâ Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
4 Hedging Activities and Derivatives
The Company uses foreign currency denominated borrowings and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one week to twelve months.
Particularsof unhedged foreign currency exposureare detailed belowat the exchange rate prevailing as at the reporting date:
5 FairValues
The falrvalueof thefinancialassetsandliabllitiesapproximatestheircarryingamountsasat the balance sheet date.
6 Fair Value Hierarchy
The following table provides the fairvalue measurement hierarchy of the Companyâs assets and liabilities. Quantitative disclosures fairvalue measurement hierarchy of assetsasat March 31,2018
7 Financial risk management objectives and policies Financial Risk Management Framework
The Companyâs principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent. The Company is exposed to credit risk, market risk and liquidity risk. The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Companyâs management that the risk activities are governed by appropriate policies and proceduresand that risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.
Credit Risk
Credit risk is the risk that counterparty willnot meet itsobligatlonsundera financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit riskfromitsoperating activities (primarily trade receivablesand loans to companies).
Exposure to credit risk:
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 56,355.85 lacs (March 31,2017: Rs. 40,259.40 lacs), being the total of the carrying amount of balances with trade receivables and loans to companies.
Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing faci Jties, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assetsand liabilities.
The table belowsummarises the maturity profile of the Companyâs financial liabilities based in contractual undiscounted payments:
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Companyâs exposure to market risk is primarily on account of foreign currency exchange rate risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. As the Company has debt obligation with floating interest rates, the company is exposed to the risk of changes in market interest rates. As the Company has no significant interest bearing assets, the income and operating cash flowsare substantially independent of changes in market interest rates.
Foreign Currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing Its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with its risk management policies. The information on derivative instruments is disclosed in note no. 39.
8 In respect of the amounts mentioned under section 125 of the Companies Act, 2013 there are no dues that are to be credited to the investor education and protection fund as at March 31,2018 (March 31,2017: Rs. Nil). During the year, the Company has transferred Rs. 2.12 lacs (March 31,2017: Rs. 2.24 lacs) to Investoreducation and protection fund.
9 Leases-operating leases_
Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of profit and loss is Rs.172.77 lacs (March 31,2017: Rs. 175.03 lacs).
10 Disclosure required under section 186 (4) of the Companies Act, 2013
Included in loansand advance are certain inter-corporate deposits the pa rticulars of which are disclosed belowas required by section 186(4) of Companies Act, 2013:
11 Significant accounting judgements, estimates and assumptions
The preparation of the Companyâs separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Thereare no significant areas involving a high degreeof judgement orcomplexity.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.â
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changesin these assumptions. Allassumptionsare reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increasesare based on expected futureinflation.Furtherdetailsaboutgratuityobligationsaregiven in Note36(2).â
12 Capital Management
For the purpose of the Companyâs capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Companyâs capital management is to maximise the shareholdervalue and keep the debt equity ratio within acceptable range. The Company manages Its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain oradjust the capital structure, the Company may adjust the dividend payment to share holders, return capital to shareholdersand issue new shares.
13 Warrantyexpenses
The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of the level of repairs and returns. The table below gives information about movement in warranty provisions.
14 The Company has spent Rs. 93.34 lacs (March 31,2017: Rs. 32.10 lacs) as against total requirement of Rs. 156.90 lacs (March 31,2017: Rs. 152.54 lacs) as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for various items mentioned in schedule VII of the Companies Act, 2013 and is approved by the CSR Committee.
15 Standards Issued but notyet effective
I nd AS 115 Revenue from Contracts with Customers
Ind AS 115 was notified on March 28,2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.The new revenue standard will supersede all current revenue recognition requirements under Ind AS. Either a full retrospective application or a modified retrospective application is required forannual periods beginning on orafter AprilOl, 2018 and will beapplied accordingly. The Company is evaluating the impact of Ind AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be necessary. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the evaluation has been completed.
Other Amendments:
On March 28,2018, the MCA, issued certain amendments to Ind AS. The amendments relate to following standards:
- Ind AS 21, The Effects of Changes in Foreign Exchange Rates
- Ind AS 12, Income Taxes
-Ind AS 28, Investments in Associatesand Joint Ventures The amendments are effective from April 01,2018. The company believes that the aforementioned amendments will not materially impact the financial statements of the company.
Mar 31, 2017
1. Corporate Information
Genus Power Infrastructures Limited (referred to as âGenusâ or the âCompanyâ) is a public company domiciled in India. The Company is primarily engaged in the business of manufacturing / providing âMetering and Metering Solutions and undertaking âEngineering, Construction and Contractsâ on turnkey basis. The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The registered office of the Company is located at G-14, Sector-63, Noida, Uttar Pradesh - 201307 and corporate office at SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur, Rajasthan - 302022.
The Standalone Financial statement were authorised for issue in accordance with a resolution of the directors on May23,2017.
2. Significant Accounting Policies
2.1 Basis of Preparation
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015. For all periods up to and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (âIndian GAAPâ). These financial statements for the year ended 31 March 2017 are the first financial statements, the Company has prepared in accordance with Ind AS.
The standalone financial statements are presented in Indian Rupees (INR)and all values are rounded to the nearest lacs, except when otherwise indicated.
3 Share based payments
Employee Stock Option Scheme âESOS-2012â
The Company instituted an Employee Stock Option Plan âESOS-2012â as per the special resolution passed in a General Meeting held on December 29,2012. This scheme has been formulated in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guide lines, 1999.
The Company has reserved issuance of 7,945,000 (March 31,2016: 7,945,000 April 01,2015: 7,945,000) equity shares of face value of Re.1 each for offering to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of arrangement) and 442,700 options at a price of Rs.27.10 per option. The options would vest over a maximum period of 6years or such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified criteria.
(2) Disclosures related to defined benefit plan
The Company has a defined benefit gratuity plan and governed by Payment of Gratuity Act, 1972. The Employeesâ Gratuity Fund Scheme managed by a trust is a defined benefit gratuity plan which is administered through Group Gratuity Scheme with Life Insurance Corporation of India. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The following tables summarise net benefit expenses recognised in the statement of profit and loss, the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
(3) Notes:
1 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
2 Percentage of plan assets as investments with insurer is 100%.
3 The expected rate of return on assets is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
4 Hedging Activities and Derivatives
The Company uses foreign currency denominated borrowings and foreign exchange forward contracts to manage some of its transaction exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one week to twelve months.
Particulars of unhedged foreign currency exposure are detailed below at the exchange rate prevailing as at the reporting date:
5 Fair Values
The fair value of the financial assets and liabilities approximates their carrying amounts as at the balance sheet date.
6 Financial risk managemen to bjectives and policies
Financial Risk Management Framework
The Companyâs principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include investments, loans, trade and other receivables, and cash and cash equivalent. The Company is exposed to credit risk, market risk and liquidity risk.
The Company has a risk management policy and its management is supported by a risk management committee that advices on risk and appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Companyâs management that the risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. The audit committee and the Board of Directors reviews and agrees policies for managing each of these risks.
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and loans to companies).
Exposure to credit risk
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer and the carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 40,259.40 lacs (March 31,2016: Rs. 49,949.62 lacs; April 01,2015: Rs. 48,747.06 lacs), being the total of the carrying amount of balances with trade receivables and loans to companies.
Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Companyâs exposure to market risk is primarily on account of foreign currency exchange rate risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. As the Company has debt obligation with floating interest rates, the company is exposed to the risk of changes in market interest rates.
As the Company has no significant interest bearing assets, the income and operating cash flows are substantially independent of changes in market interest
Foreign Currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets/ liabilities are denominated In a currency other than the functional currency of the respective entities. The risks primarily relate to fluctuations in US Dollar, Japanese Yen, SGD and Euro against the functional currency of the Company. The Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign currency payable. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. It hedges a part of these risks by using derivative financial instruments in the with its risk management policies. The information on derivative instruments is disclosed in note no. 39.
7 In respect of the amounts mentioned under section 125 of the Companies Act, 2013 there are no dues that are to be credited to the investor education and protection fund as at March 31,2017 (March 31,2016: Rs. Nil, April 01, 2015: Rs. Nil). During the year, the Company has transferred Rs.2.24 lacs (March 31,2016: Rs. 2.56 lacs, April 01, 2015: Rs. Nil to Investor education and protection fund.
8 Leases-operating leases
Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate amount of operating lease expenses recognised in the statement of pro fit and loss is Rs.175.03 lacs (March 31,2016: Rs. 153.82 lacs).
9 Significant accounting judgements, estimates and assumptions
The preparation of the Companyâs separate financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. There are no significant areas involving a high degree of judgement or complexity.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and Liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation Involves making various assumptions that may differ from actual developments In the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. ALL assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available mortality tables.
Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation. Further details about gratuity obligations are given in Note 36(2).
10 Capital Management
For the purpose of the Companyâs capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Companyâs capital management is to maximise the shareholder value and keep the debt equity ratio within acceptable range. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares.
11 Warranty expenses
The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of the level of repairs and returns. The table below gives information about movement in warranty provisions.
12 The Company has spent Rs. 32.10 lacs (March 31,2016: Rs. 116.98 lacs) as against total requirement of Rs. 152.54 lacs (March 31,2016: Rs. 113.56 lacs) as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for various items mentioned in schedule VII of the Companies Act, 2013 and is approved by the CSR Committee.
13 First time adpotion of lnd AS
These financial statements, for the year ended March 31,2017, are the Companyâs first financial statements which have been prepared in accordance with Ind AS. For periods up to and including the year ended March 31,2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2017, together with the comparative period data asat and for the year ended March 31,2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at April 01, 2015, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 01, 2015 and the financial statements as at and for the year ended March 31,2016.
Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:
(a) Since there is no change in the functional currency, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment as deemed cost at the date of the transition. The same election has been made in respect of intangible assets.
(b) Ind AS 101 requires a first-time adopter to apply derecognition requirements in Ind AS 109 prospectively to transactions occurring on or after the date of transition to Ind AS. Accordingly, the Company continues to de-recognise the financial assets and financial liabilities for transactions which have occurred before the date of transition to Ind AS.
(c) Ind AS 101 requires a first-time adopter to apply derecognition requirements in Ind AS 109 prospectively to transactions occurring on or after the date of transition to Ind AS. Accordingly, the Company continues to de-recognise the financial assets and financial liabilities for transactions which have occurred before the date of transition to Ind AS.
(d) The Company has opted to carry the investment in subsidiaries and associate at the previous GAAP carrying amount at the transition date.
(e) Ind AS 102 Share-based Payment has not been applied to equity instruments in share-based payment transactions that vested before April 01 ,2015
(f) As per Ind AS 101, the Company has elected not to restate business combinations that occurred before the date of transition.
Estimates
The estimates as at April 01, 2015 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 01,2015 (transition date),March31,2016.
Foot notes to the reconciliation of equity as at April 01,2015 and March 31,2016and profit or loss for the year ended March 31,2016
(i) Valuation of Investments
The Company, in accordance with previous GAAP has accounted for non current investments at cost and current investment for cost or market value whichever is lower. The Company has recognised, investments in equities (other than investment in trust and associates) and mutual funds at fair value. Investments in Preference Shares is carried at amortised cost The difference between the fair value and previous GAAP carrying value has been recongised as an adjustment to retained earnings or as a seperate component of equity on the date of transition.
(ii) MAT Credit entitlement
MAT credit entitlement is to be presented under loans and advance in accordance with Guidance Note on âAccounting for Credit available in respect of MAT under the Income Tax Act, 1961â issued by ICAI. However, as per Ind AS, MAT credit entitlement is generally recognized as a deferred tax asset with a corresponding deferred tax benefit in the statement of profit and loss. Accordingly, the Company has reclassified the MAT credit entitlement from loans and advances to deferred tax assets.
(iii) Proposed Dividend
Under Indian GAAP, proposed dividends including DDT are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognised as a liability In the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability of Rs.772.72 lacs for the year ended March 31,2016 and Rs. 617.82 lacs for the year April 01,2015 recorded for dividend and DDT has been derecognised against retained earnings and adjusted as an appropriation for the year ended March31,2017.
(iv) Defined benefit Liabilities
Both under Indian GAAP and IND AS, the Company recognised costs related to its post employment defined benefits plan on an acturial basis. Under Indian GAAP, the entire cost, including acturial gains and losses, are charged to profit or loss. Under IND AS, remeasurements are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus the employee benefit cost is reduced by Rs. 16.32 lacs for the year ended March 31,2016 and remeasurement gains on defined benefit plans has been recognised in the OCI net of tax.
(v) Share based payments
Under Indian GAAP, the company recognised only the intrinsic value for the long term incentive plan as an expense. IND AS requires the fair value of the share option to be determined using an appropriate pricing model recognised over the vesting period. As additional expenses of Rs. 40.53 lacs has been recognised In profit or loss for the year ended March 31,2016.
(vi) Sale of goods
Under Indian GAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit and loss. Thus sale of goods under Ind AS has increased by Rs.1,158.57 lacs with a corresponding increase in other expense.
(vii) Others
Based on the GAAP differences between Indian GAAP and Ind AS, the Company has provided other relevant adjustments. Further, the various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.
(viii) Other comprehensive income
Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or profit or loss as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.
(ix) Statement of cash flows
The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.
14 Standards issued but not yet effective
The amendments to standards that are issued, but not yet effective, up to date of issuance of the Companyâs financial statements are disclosed below. In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017 .notifying amendments to Ind AS 7,âStatementofcash flowsâ and Ind AS 102,âShare-based payment1. The amendments are applicable to the Company from April 01, 2017.
Amendment to Ind AS 7
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement
Amendment to Ind AS 102
The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance conditions and non-vesting conditions are reflected in the fair values, but non-market performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement. The Company will adopt these amendments from their applicability date.
Mar 31, 2016
b. Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of Re.1 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of shareholders in the ensuing Annual General Meeting.
During the year ended March 31, 2016, the amount of per share dividend recognized as distributions to equity shareholders is Re.
0.25 (March 31, 2015: Re. 0.20).
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution
will be in proportion to the number of equity shares held by the shareholders.
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares except for the
Mondip Kumar Tamuly who is holding equity shares on behalf of Genus Shareholders'' Trust.
e. For details of shares reserved for issue under Employee Stock Option Plan (ESOP) of the Company, refer note 32(a).
* Pursuant to the scheme of amalgamation approved by the Hon''ble Allahabad High Court in 2013-14, the shares of the Company held
by the Company and Genus Paper Products Limited were consequently transferred to the Genus Shareholders'' Trust for the benefit of
the Company and its Shareholders. The trust is administered by an independent trustee.
During the year, the trust has sold 20,000,000 equity shares of the Company and in line with the purpose of the trust, remitted
the proceeds to the Company. The surplus arising on such distribution of Rs. 10,051.55 lacs and the amounts received towards
dividend on shares of the Company held by the trust of Rs. 95.00 lacs have been recognized directly in the reserves as such
amounts have arisen on shares of the Company.
(1) The foreign currency term loan from a bank of Rs.1,706.34 lacs ( March 31, 2015: Rs. 2,589.18 lacs) is secured by first
exclusive charge on the entire fixed assets of the Company''s Jaipur unit- II situated at plot No.SP-1-2317, Ramchandpura,
Sitapura extensions, Jaipur (Rajasthan) and Haridwar Unit-II situated at Plot No:9, Sector-2, SIDCUL, Haridwar (Uttarakhand)
including immovable properties, present and future acquired out of the said loan and unconditional irrevocable personal
guarantees of promoter directors Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal and Mr. Jitendra Kumar Agarwal. Interest
will be paid at 6 month USD Libor 280 BPS p.a payable quarterly (Libor to reset quarterly). The effective weighted average
interest rate is 3.62% p.a (March 31, 2015: 3.30% p.a.). These loans are repayable in unequal quarterly installments starting
from June 2012 and will end in May 2017.
(2) Vehicle loans from banks and non-banking financial companies is secured by way of hypothecation of the vehicles financed by
them under the finance scheme. The effective weighted average interest rate is 10.05% p.a (March 31, 2015: 10.75% p.a.)
(1) Cash credit and Buyer''s credit from banks of Rs.17,717.32 lacs (March 31, 2015: Rs.29,581.43 lacs) of the Company under
consortium arrangement from Bank of Baroda, State Bank of India, Punjab National Bank, IDBI Bank Ltd, State Bank of Bikaner and
Jaipur, Axis Bank and Export Import Bank of India, is secured by way of first pari-passu charge on entire current assets of the
Company both present and future and collateral security by way of 1st pari-passu charges on the entire unencumbered fixed assets
of the Company and equitable mortgage of properties on pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur (Rajasthan)
and Plot No.12, Sector-4 , IIE Haridwar (Uttrakhand) and further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr.
Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr. Vishnu Todi. The rate of interest for cash credit is 9.90% to 12.00%
p.a. (March 31, 2015: 10.50% to 12.25% p.a.) and for buyer''s credit is LIBOR 0.56% (March 31, 2015: LIBOR 0.64%).
(2) Bills discounting of Rs. 1,638.67 lacs (March 31, 2015: Rs. 1,375.36 lacs) of the Company are secured by Inland documentary
bills covering dispatches of goods under Prime Bank''s Letter of credit supported by related documents.. The rate of interest is
9.60% p.a (March 31, 2015: 10.00 % p.a.)
(3) Bills discounting of Rs. 2,171.65 lacs (March 31, 2015: 2,382.95 lacs) are discounted on vendor invoices and carries an
interest rate calculated at Base Rate of SBI with credit period of up to 90 days. This facility is secured by personal
guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr. Vishnu Todi.
*In view of the financial position and current level of operations of Genus SA, Brazil, the board of directors had, at their
meeting held on November 14, 2014, accorded their consent to write off such investment, subject to necessary compliances and
approvals. During the year, management has assessed the requirements for approvals for write off the investment and is in the
process of completing the necessary formalities in this regard.
Further, the entire value of such investment was provided for in the previous year and the Company does not expect any recovery
or to incur any further obligation in respect of such investment.
On October 29, 2009 a blast / fire incident had taken place at IOCL depot adjoining to Jaipur unit of the Company. The Company
had suffered loss of assets due to such blasts and had filed a claim of damages with IOCL. The Company had received
compensation/ad hoc relief from IOCL through RIICO aggregating to Rs. 1,417.62 lacs in July 2010 against submission of bank
guarantee as per the order/direction of Hon''ble Rajasthan High Court (''RHC''). The Company has filed writ petition in High court
and the RHC had further passed an order allowing the Company''s writ petition on April 29, 2011. The said order was challenged by
RIICO Ltd in writ revision petition dated May 20, 2011. The RIICO Ltd had then filed D.B. Special Appeal (writ) on May 14, 2013
against the orders of RHC and the matter was sub-judice.
The Company has been confident of receiving the entire claim made, however, during the previous year the matter has been settled
and the Company received Rs. 240.86 lacs as final relief towards the damages claimed by the Company in addition to the amount
received earlier. The Company has disclosed the same as "extra-ordinary item.
1. Employee Stock Option Plan
a. Employee Stock Option Scheme "ESOS-2012"
The Company has reserved issuance of 7,945,000 (March 31, 2015: 7,945,000) equity shares of face value of Re.1 each for offering
to eligible employees of the Company under Employees Stock Option Scheme-2012 (ESOS-2012). In the earlier years, the Company has
granted 2,840,300 options which includes 1,815,600 options at a price of Rs.7 per option (adjusted for shares issued pursuant to
scheme of arrangement), 582,000 options at a price of Rs.6 per option (adjusted for shares issued pursuant to scheme of
arrangement) and 442,700 options at a price of Rs.27.10 per option. The options would vest over a maximum period of 6 years or
such other period as may be decided by the Nomination and Remuneration Committee from the date of grant based on specified
criteria.
c. Notes:
1 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
2 Percentage of plan assets as investments with insurer is 100%.
3 The expected rate of return on assets is based on the expectation of the average long term rate of return expected on
investments of the fund during the estimated term of the obligations.
2. Related party disclosures
Names of related parties and description of relationship
Relationship Name of the Party
Associates M.K.J. Manufacturing Private Limited
Greentech Mega Food Park Private Limited Genus Consortium
Joint ventures Genus SA, Brazil
Enterprises in the control of the Management J C Textiles Private Limited
Hi-Print Electromack Private Limited
Genus Paper & Boards Limited
Genus Innovation Limited
Genus Apparels Limited
Genus Electrotech Limited
Yajur Commodities Limited (formerly known as Virtuous
Urja Limited) (Associate upto June 30, 2014)
Key managerial personnel Mr. Ishwar Chand Agarwal
Mr. Rajendra Kumar Agarwal Mr. Jitendra Kumar Agarwal
Relatives to key managerial personnel Amit Agarwal (HUF)
Rajendra Kumar Agarwal (HUF)
3. Discontinuing operations
During the previous year ended March 31, 2015, pursuant to the approval of shareholders in the annual general meeting held on
September 29, 2014, for the disposal of the Company''s ''Home & Industrial Products'' ("HIP") division (i.e. a complete range of
Inverters/UPS, Solar PCU and Batteries) together with its assets and liabilities as a going concern on a ''slump sale'' basis for a
consideration of Rs. 4,918.00 lacs to Genus Innovation Limited, the Company has entered into an binding agreement on February
17,2015, with Genus Innovation Limited to be effective from April 1,2015. The Company has received an advance of Rs. 1,900.00
lacs towards the same in Financialyear2014 -15.
4. Leases - operating leases
Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at the
option of either of the parties. There are no sub-leases. There are no restrictions imposed by lease arrangements. The aggregate
amount of operating lease expenses recognized in the statement of profit and loss is Rs. 153.82 lacs (March 31,2015: Rs. 179.58
lacs).
5. Disclosure required under section 186 (4) of the Companies Act, 2013
Included in loans and advance are certain inter-corporate deposits the particulars of which are disclosed below as required by
section 186 (4) of Companies Act 2013:
6. Warranty expenses
The Company provides warranties for its products, undertaking to repair and replace the item that fails to perform satisfactorily
during the warranty period. A provision is recognized for expected warranty claims on products sold based on past experience of
the level of repairs and returns. The table below gives information about movement in warranty provisions.
7. The Company has spent Rs.116.98 lacs (March 31, 2015: Rs. 94.21 lacs) against total requirement of Rs. 113.56 lacs (March
31, 2015: Rs. 91.47 lacs)as per section 135 of the Companies Act, 2013. The amount contributed towards CSR activities are for
various items mentioned in Schedule VII of the Companies Act, 2013 and is as approved by the CSR Committee.
8. Previous year figures have been regrouped / reclassified, wherever necessary to conform to those of current period''s
classification.
Mar 31, 2015
(1) The foreign currency term loan from a bank of Rs. 2,589.18 (March
31,2014: Rs. 3,279.45) is secured by first exclusive charge on the
entire fixed assets ol the Company's Jaipur Unit-ll situated at Plot
No.SP-1 -2317, Ramchandpura, Sitapura extension, Jaipur (Rajasthan) and
Haridwar UnitÂII situated at Plot No.9 Sector-2, SIDCUL, Haridwar
(Uttarakhand) including immovable properties, present and future
acquired out of the said loan and unconditional irrevocable personal
guarantees of promoter directors Mr. Ishwar Chand Agarwal, Mr. Rajendra
Kumar Agarwal and Mr. Jitendra Kumar AgarwaL Interest will be paid at 6
month USD Libor 280 BPS p.a. payable quarterly (Libor to reset
quarterly). The effective weighted average interest rate is 3.30% p.a.
(March 31, 2014 3.34% p.a.). These loans are repayable in unequal
quarterly installments starting from June 2012 and will end in May 2017.
(1) Cash credit and buyer's credit from banks of Rs. 29,581.43 (March
31,2014: Rs. 25,776.20) of the Company under consortium arrangement
from Bank of Baroda, State Bank of India, Punjab National Bank, IDBI
Bank Ltd, State Bank of Bikaner and Jaipur, Axis Bank and Export Import
Bank of India, is secured by way of first paripassu charge on entire
current assets of the Company both present and future and collateral
security by way of 1 st Pari-passu charges on the entire unencumbered
fixed assets of the Company and equitable mortgage of properties on
pari-passu basis situated at SPL-3A & SPL-2A, Sitapura, Jaipur
(Rajasthan) and Plot No.12, Sector-4 , HE Haridwar (Uttrakhand) and
further secured by personal guarantees of Mr. Ishwar Chand Agarwal, Mr.
Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwal and Mr.Vishnu Todi.
The rate of interest is 10.50% to 12.25% p.a. (March 31,2014:11.50% to
11.75%) and for buyer credit is LIBOR 0.35% (March 31,2014: LIBOR
0.50%).
(2) Bills discounting of Rs. 1,375.36 (March 31,2014:1,890.72) of the
Company carries an average interest rate of 10% (March 31,2014:10.50%).
This facility is secured by personals guarantee of Mr. Ishwar Chand
Agarwal, Mr. Rajendra Kumar Agarwal, Mr. Jitendra Kumar Agarwaland
Mr.Vishnu Todi.
(3) Bills discounting of Rs. 2,382.95 (March 31,2014: Nil) of the
Company carries an interest rate calculated at Base Rate of SBI with
credit period of upto 90 days. This facility is secured by personals
guarantees of Mr. Ishwar Chand Agarwal, Mr. Rajendra Kumar Agarwal, Mr.
Jitendra Kumar Agarwal and Mr.Vishnu Todi.
1. Capital and other commitments
Estimated amount of contracts (net of advances) remaining to be
executed ton capital account and not provided for Rs. 256.92 (March
31,2014: Rs. 685.26)
2. Contingent liabilities
Particulars March 51,2015 March 51,2014
a. Bank Guarantee issued by Banks
and against which margin money of 5,922.00 8,484.48
Rs. 1,699.36 (March 31, 2014:
Rs. 1,767.73) was provided in
the form of Fixed deposits.
b. Corporate guarantee to banks
to secure the credit facilities of
others. 25,000.00 25,000.00
c. Outstanding letter of credit
issued by Banks against which
margin 3,273.17 1,512.09
money of Rs. 137.14 (March 31,
2014: Rs. 71.69) was provided in
the form of Fixed deposits
d. Claims arising from disputes
not acknowledged as debts - indirect 4,219.33 3,529.54
taxes (excise duty, custom duty
and service tax)
e. Claims arising from disputes
not acknowledged as debts - direct
taxes 4,027.79 3,215.96
f. Claims against the Company
not acknowledged as debts 76.17 683.77
On October 29,2009 a blast / fire incident had taken place at IOCL
depot adjoining to Jaipur unit of the Company. The Company had suffered
loss of assets due to such blasts and had filed a claim of damages with
IOCL The Company had received compensation/ad hoc relief from IOCL
through RIICO aggregating to Rs. 1,417.62 in July 2010 against
submission of bank guarantee as per the order/direction of Hon'ble
Rajasthan High Court CRHC). The Company has filed writ petition in High
court and the RHC had further passed an order allowing the Company's
writ petition on April 29, 2011. The said order was challenged by RIICO
Ltd in writ revision petition dated May 20, 2011. The RIICO Ltd had
then filed D.B.Special Appeal (writ) on May 14, 2013 against the orders
of RHC and the matter was sub-judice.
The Company has been confident of receiving the entire claim made,
however, during the current year the matter has been settled and the
Company received Rs. 240.86 as final relief towards the damages claimed
by the Company in addition to the amount received earlier. The Company
has disclosed the same as "extra-ordinary item".
3. Employee Stock Option Plan
a. Employee Stock Option Scheme "ESOS-2012" (Amounts are in Indian
Rupees)
The Company has reserved issuance of 7,945,000 (March 31, 2014:
7,945,000) equity shares of face value of Re.1 each for offering to
eligible employees of the Company under Employees Stock Option
Scheme-2012 (ESOS-2012). During the year, the Company has granted
442,700 options at a price of Rs. 27.10 per option. In the earlier
years, the Company has granted 2,397,600 options, which includes
1,815,600 options at a price of Rs.7 per option (adjusted for shares
issued pursuant to scheme of arrangement), 582,000 options at a price
of Rs.6 per option (adjusted for shares issued pursuant to scheme of
arrangement). The options would vest over a maximum period of 6 years
or such other period as may be decided by the Nomination and
Remuneration Committee from the date of grant based on specified
criteria.
The details of options outstanding of ESOS-2012:
b) Disclosures related to defined benefit plan
The Employees' Gratuity Fund Scheme managed by a trust is a defined
benefit gratuity plan which is administered through Group Gratuity
Scheme with Life Insurance Corporation of India. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days last drawn salary for each completed year of service.
c) Notes:
1. The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market
2. Percentage of plan assets as investments with insurer is 100%.
3. The expected rate of return on assets is based on the expectation
of the average long term rate of return expected on investments of the
fund during the estimated term of the obligations.
4. In respect of the amounts mentioned under section 125 of the
Companies Act, 2013 there are no dues that are to be credited to the
investor education and protection fund as at March 31, 2015 Rs. Nil
(March 31, 2014: Rs. Nil).
4. Related party disclosures
Names of related parties and description of relationship
Relationship
Name of the Party
Associates
M.KJ. Manufacturing Private Limited
Green tech Mega Food Park Private Limited
Genus Consortium
Joint ventures
Genus SA, Brazil
Enterprises in the control of the Management
J C Textiles Private Limited
Hi-Print Electro mack Private Limited
Genus Paper & Boards Limited
Genus Innovation Limited
Genus Apparels Limited
Genus Electrotech Limited
Virtuous Urja Limited (Associate upto June 30,2014)
Key managerial personnel
Mr. Ishwar Chand Agarwal
Mr. Rajendra Kumar Agarwal
Mr. Jitendra Kumar Agarwal
Relatives to key managerial personnel
Amit Agarwal (HUF)
Rajendra Kumar Agarwal (HUF)
5. Discontinuing operations
During the year ended March 31, 2015, pursuant to the approval of
shareholders in the annual general meeting held on September 29, 2014,
for the disposal of the Company's 'Home & Industrial Products' ("HIP")
division (i.e. a complete range of Inverters/UPS, Solar PCU and
Batteries) together with its assets and liabilities as a going concern
on a 'slump sale1 basis for a consideration of Rs. 4,918.00 to Genus
Innovation Limited, the Company has entered into an binding agreement
on February 17, 2015, with Genus Innovation Limited to be effective
from April 1,2015. The Company has received an advance of Rs. 1,900.00
towards the same.
6. Scheme of arrangement
During the year ended March 31, 2014, the Hon'ble High Court of
Judicature at Allahabad vide its Order dated October 29, 2013 approved
the Scheme of Arrangement ("the Scheme") among Genus Paper Products
Limited OGPPL1), Genus Power Infrastructures Limited CGPIL1) and Genus
Paper & Boards Limited CGPBL1). The said certified Order has been filed
with the Registrar of Companies, Uttar Pradesh on November 29, 2013. On
this date, the Scheme became effective from the Appointed Date of April
01, 2011. All the relevant Financial Statements have been
re-casted/regrouped/rearranged to conform to the said Order of the
Hon'ble High Court approving the Scheme. Pursuant to the Scheme, GPPL
mainly engaged in the business of manufacturing and trading of kraft
papers, boards and steel (ms ingots) has been amalgamated with GPIL and
the non-power infrastructures business / undertaking of GPIL has been
demerged on the same day into GPBL Pursuant to the Scheme:
i. the assets, liabilities, rights and obligations of erstwhile GPPL
have been vested with GPIL from the appointed date i.e., April 1, 2011
and have been recorded at their respective fair value, under the
purchase method of accounting of amalgamation.
ii. 97,719,120 equity shares represent the face value of Rs. 977.19 was
issued to the shareholders of GPPL on amalgamation (74,769,120 equity
shares of face value of Re.1 each issued against equity share capital
of the erstwhile GPPL as on April 1, 2011 and 7,350,000 equity shares
of face value of Re.1 each issued against the preference share capital
converted by the erstwhile GPPL during the year 2011-12 and 15,600,000
equity shares of face value of Re.1 each issued as fresh allotment
against share application money received by the erstwhile GPPL during
the year 2011-12), in the ratio of 24 (twenty four) fully paid-up
equity shares of face value of Re.1 each of the GPIL for every 100
(hundred) fully paid-up equity shares of face value of Re.1 each of the
GPPL, whose names are registered in the register of member on the
record/specified date, without payment being received in cash.)
iii. excess of the fair value of net assets taken over by the GPIL over
the paid-up value of equity shares issued and allotted (as referred
under clause (ii) above) amounts to Rs. 17,538.59 and the same has been
credited to capital reserve as prescribed in the Scheme.
v. the assets, liabilities, rights and obligations of non-power
infrastructure business/undertaking of GPIL has been transferred to
GPBL with effect from April 1, 2011 at their respective book value.
vi. excess of the book value of net assets transferred by the Company
amounts to Rs. 27,225.00 and the same has been credited to Capital
Reserve, Capital Redemption Reserve and Share Premium, respectively as
prescribed in the Scheme.
viii. considerable impact of transactions (i.e. Rs. 1,905.65) entered
into on behalf of demerged business/undertaking after the appointed
date i.e., April 01, 2011 has been accounted for in the books of
account.
7. Leases - operating leases
Operating leases are mainly in the nature of lease of office premises
with no restrictions and are renewable/ cancellable at the option of
either of the parties. There are no sub-leases. There are no
restrictions imposed by lease arrangements. The aggregate amount of
operating lease expenses recognised in the statement of profit and loss
is Rs. 179.58 (March 31, 2014: Rs. 190.65).
a. Contingent liabilities of the above joint venture Rs. Nil (December
31, 2013: Rs Nil).
b. Capital commitments of the above joint venture Rs. Nil (December
31, 2013: Rs Nil)
c. All figures presented above represents Company's share only.
8. In accordance with the provisions of Schedule II of the Companies
Act, 2013, the Company has revised the estimated useful lives of fixed
assets with effect from April 01, 2014. Accordingly, the net-book value
of the fixed assets as on April 01, 2014, is depreciated on a
prospective basis over the remaining useful life, wherever applicable.
This change in accounting estimate has resulted in increase in
depreciation and amortization expenses for the year ended March 31,
2015 by Rs. 93.17 with a corresponding decrease in the net book value
of the fixed assets and reserves and surplus of the Company.
In addition, as per the provision of Schedule II read with notification
dated August 29, 2014 issued by the Ministry of Corporate Affairs, the
Company has opted to charge off to statement of profit and loss the
carrying amount of certain fixed assets, amounting to Rs. 84.46, where
remaining useful life was "Nil" as on April 01, 2014.
9. The Company has spent Rs. 94.21 against total requirement of Rs.
91.47 as per section 135 of the Companies Act, 2013. The amount
contributed towards CSR activities are for various items mentioned in
Schedule VII of the Companies Act, 2013 and is as approved by the CSR
Committee.
10. Segment reporting
Primary segment
The Company is primarily engaged in the business of 'Metering &
Metering Solutions', 'Power Backup including Solar Backup & Solar
On-Grid Solutions', and 'Engineering, Construction and Contracts for
power distribution & transmission sector', which relate to one segment
only i.e. Power segment
11. Previous year figures have been audited by one of the existing
joint auditors other than S.R. Batliboi & Associates LLP. Previous year
figures have been regrouped / reclassified, wherever necessary to
conform to those of current period's classification.
Mar 31, 2014
Terms/ Rights attached to equity shares:
The Company has only one class of equity shares having par value of
Rs.1 per share Each holder of equity shares is entitled to one vote per
share The Company declares and pays dividends In Indian rupees The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting In the event
of liquidation of the Company, the holders of equity shares will be
entitled to receive remaining assets of the Company, after distribution
of preferential amounts The distribution will be in proportion to the
number of equity shares held by the shareholders.
Shares reserved for issue under options:
The Company has reserved issuance of 79,45,000 (Previous year
79,45,000) Equity Shares of face value of Rs.1 each for offering to
eligible employees of the Company under Employees Stock Option
Scheme-2012 (ESOS-2012) During the year, the Company has not granted
any options to the eligible employees [Previous year 23,97,000 options,
which includes 18,15,600 options at a price of Rs.7 per option
(adjusted for shares issued pursuant to scheme of arrangement) and
5,82,000 options at a price of Rs.6 per option (adjusted for shares
issued pursuant to scheme of arrangement) plus all applicable taxes, as
may be levied in this regard on the Company The options would vest over
a maximum period of 6 years or such other period as may be decided by
the Nomination and Remuneration Committee from the date of grant based
on specified criteria.
Long-term borrowings:
Notes:
(1) Term Loan (ECB i.e External Commercial Borrowings) of Rs.3,279.45
Lacs (Previous Year: Rs.3,577.01 Lacs) Is secured by first exclusive
charge on the entire fixed assets of CompanyÂs Jaipur Unit-ll
situated at Plot No SP-1-2317, Ramchandpura, Sitapura extension, Jaipur
(Rajasthan) and Haridwar Unit-ll situated at Plot No.9, Sector-2,
SIDCUL, Haridwar, (Uttarakhand) including immovable properties, present
and future acquired out of ECB and personal guarantees of promoter
directors.
(2) Vehicle loans from banks and non banking financial companies are
secured by way of hypothecation of the vehicles financed by them under
the finance scheme.
(3) Interest on ECB will be paid at 6 month USD Libor 280 BPS p.a
payable quarterly (Libor to be reset quarterly).
Short-term borrowings:
Notes:
(1) Cash credit, working capital loans and foreign currency loans of
Rs.25,048.28 Lacs (Previous Year: Rs.23,357.71 Lacs) under consortium
arrangement from Bank of Baroda, State Bank of India, Punjab National
Bank, IDBI Bank Ltd, State Bank of Bikaner and Jaipur, Axis Bank and
Export Import Bank of India are secured byway of hypothecation of
stocks and book debts of the Company, both present and future, on first
pari passu basis, and collateral security by way of 1st pari-passu
charges on the entire unencumbered fixed assets of the Company and
equitable mortgage of properties on pari-passu basis situated at SPL-3A
& SPL-2A, Sitapura, Jaipur and Plot No.12, Sector-4, IIE Haridwar and
further secured by personal guarantee of some of the promoter directors
and others.
Contingent liabilities and commitments (to the extent not provided for):
(i) Capital commitments:
PARTICULARS As at As at
March 31, 2014 March 31, 2013
(Rs. in Lacs) (Rs. in Lacs)
The estimated amount of contracts
remaining to be executed on capital
account, to the extent not provided
for (net of advances) 685.26 591.78
(ii) Contingent liabilities (to the extent not provided for):
PARTICULARS As at As at
March 31, 2014 March 31, 2013
(Rs. in Lacs) (Rs. in Lacs)
Claims (net of counter claim filed by
the Company) made against the Company
but not acknowledged as debts as these
are not tenable in the opinion of the
management of the Company. 683.77 199.28
Corporate guarantees to banks /
financial institutions to secure the
credit facilities of associate. 25,000.00 18,500.00
Bank guarantee facility availed from
bank for associate. 500.00 500.00
Counter guarantees given by the Company
against Bank Guarantees issued by banks
and against which margin money of
Rs. 1,767.73 Lacs (Previous Year:
Rs. 1,698.43 Lacs) was provided in the
form of FDRs. 41,390.38 40,194.49
Letters of credit outstanding at the end
of the year, against which material was
to be received and against which margin
money of Rs. 71.69 Lacs (Previous Year
Rs. 117.77 Lacs) was given in the form
of FDRs. 1,512.09 2,349.18
Income-tax demands contested in appeals.
(In view of the settled case laws,
decisions of appellate authorities in
earlier years on similar issues in favour
of company and/or on merits, the
management is of the opinion that no
material impact is likely to result.) 3,215.96 2,344.60
Disputed demand of excise and service
tax against which Rs.135.70 Lacs (Previous
Year: Rs.131.72 Lacs) deposited under
protest. (No provision has been made in
accounts since the Company has disputed
the said demands and filed the appeals
with the respective appellate authorities.) 243.96 248.64
Disputed demand of custom duty (The custom
assessing officer taking misinterpretation
of case has changed the classification in
other sub-heading and created demand. The
Company had deposited entire amount under
protest and filed an appeal against the
order and the same is under consideration
of Commissioner Customs (Appeal)). 62.97 -
Disputed demand of CST and VAT against
which Rs.417.69 Lacs (Previous Year:
Rs.331.00 Lacs) deposited under protest.
(In opinion of the management, no provision
is considered necessary for disputed
demands on the grounds that there are
reasonable chances of successful outcome
of appeals filed with the respective
appellate authorities.) 3,222.61 2,046.83
The compensation/adhoc relief from IOCL
through RIICO was received in July, 2010
on account of blast/ fire incident on
October 29, 2009 at IOCL depot adjoining
to Jaipur unit of the Company. The same
has been charged to revenue. However,
the RIICO Ltd has further filed D.B.
Special Appeal (Writ) on May 14, 2013
against the orders of RHC and decision
is still pending. 1,417.62 1,417.62
Disclosure of employee benefits (pursuant to revised Accounting
Standard 15):
(i) Defined contribution plan:
The Company''s contributions paid/payable to Provident Fund, Employees
State Insurance Scheme, Employees Pension Schemes, 1995 and Other
Funds, are determined under the relevant approved schemes and/or
statutes and are recognized as expense in the statement of profit and
loss during the period in which the employee renders the related
service There are no further obligations other than the contributions
payable to the approved trusts/appropriate authorities The contribution
to Provident Fund and Other Funds of Rs.271.53 Lacs (Previous Year:
Rs.279.41 Lacs) is recognised as expenses in the statement of profit
and loss.
(ii) Defined benefit plan:
Gratuity: The Company makes annual contributions to the ''Employee
Group Gratuity-cum-Life Assurance (Cash Accumulation) Scheme'' of Life
Insurance Corporation of India, a funded defined benefit plan for
qualifying employees Gratuity is payable to all eligible employees on
retirement, death oron leaving service in terms of the provisions of
the Payment of Gratuity Act, 1972.
Leave encashment: Leave encashment is payable to eligible employees who
have earned leaves, during the employment and/or on separation as per
the CompanyÂs policy Leave encashment benefits to eligible employees
has been ascertained on actuarial basis and provided for.
Amount Transferred to the Investor Education and Protection Fund
("IEPF"):
Pursuant to Section 205C of the Companies Act, 1956 and the Investor
Education and Protection Fund (ÂIEPFÂ) (Awareness and Protection of
Investor) Rules, 2001, during the year 2013-14, a sum of Rs.5.08 Lacs
(Interim Dividend for the year 2005-06) being unpaid/unclaimed dividend
for a period of 7 years, have been transferred to the IEPF.
The Company is primarily engaged in the business of ''Metering &
Metering Solutions'', ''Power Backup including Solar Backup & Solar On-
Grid Solutions'', and ''Engineering, Construction and Contracts for power
distribution & transmission sector'', which relate to one segment only
i.e Power segment.
Disclosures under the Micro, Small and Medium Enterprises Development
Act, 2006:
A sum of Rs.79.16 Lacs is payable to Micro and Small Enterprises as at
March 31,2014 (Previous Year: Rs.23.60 Lacs) There are no Micro, Small
and Medium Enterprises, to whom the Company owes dues, which are
outstanding for more than 45 days during the year and also as at March
31,2014 This information 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.
Scheme of Arrangement:
During the year under review, the HonÂble High Court of Judicature at
Allahabad vide its Order dated October 29, 2013 approved the Scheme of
Arrangement ("the Scheme") among Genus Paper Products Limited (''GPPL''),
Genus Power Infrastructures Limited (''GPIL'') and Genus Paper & Boards
Limited (''GPBL'') The said certified Order has been filed with the
Registrar of Companies, Uttar Pradesh on November 29, 2013 On this
date, the Scheme became effective from the Appointed Date of April 01,
2011 All the relevant Financial Statements have been
recasted/regrouped/rearranged to conform to the said Order of the
Hon''ble High Court approving the Scheme. Pursuant to the Scheme, GPPL
mainly engaged in the business of manufacturing and trading of kraft
papers, boards and steel (ms ingots) has been amalgamated with GPIL and
the non-power infrastructures business/undertaking of GPIL has been
demerged on the same day into GPBL Pursuant to the Scheme,;
(i) the assets, liabilities, rights and obligations of erstwhile GPPL
have been vested with GPIL from the appointed date i.e., April 1,2011
and have been recorded at their respective fair value, under the
purchase method of accounting of amalgamation.
(ii) 9,77,19,120 equity shares represent the face value of
Rs.9,77,19,120 was issued to the shareholders of GPPL on amalgamation
(7,47,69,120 equity shares of face value of Rs.1 each issued against
equity share capital of the erstwhile GPPL as on April 1,2011 and
73,50,000 equity shares of face value of Rs.1 each issued against the
preference share capital converted by the erstwhile GPPL during the
year 2011 -12 and 1,56,00,000 equity shares of face value of Rs 1 each
issued as fresh allotment against share application money received by
the erstwhile GPPL during the year 2011 -12), in the ratio of 24
(twenty four) fully paid-up equity shares of face value of Rs.1 each of
the GPIL for every 100 (hundred) fully paid-up equity shares of face
value of Rs.1 each of the GPPL, whose names are registered in the
register of member on the record/specified date, without payment being
received in cash.)
(iii) excess of the fair value of net assets taken over by the GPIL
over the paid-up value of equity shares issued and allotted (as
referred under clause (ii) above) amounts to Rs.17,538.59 Lacs and the
same has been credited to capital reserve as prescribed in the Scheme.
Dividend proposed to be distributed to equity shareholders:
The Board of Directors of the Company have recommended a dividend of
10% i.e Rs.0.10 per equity share on equity shares of the face value of
Rs.1 each (tax free In the hands of the shareholders) for the financial
year ended March 31 2014 (Previous Year: 10% I.e Rs.0.10 per equity
share of face value of Rs.1 each) The proposed dividend, if approved by
the members at the Annual General Meeting, will absorb a sum of
Rs.256.63 Lacs (excluding dividend tax) (Previous year: Rs.158.91
Lacs).
Capitalization of exchange differences:
The Ministry of Corporate Affairs (MCA) has Issued the amendment dated
December 29, 2011 to Accounting Standard (AS) 11 ''The Effects of
Changes in Foreign Exchange Rates,''to allow companies
deferral/capitalization of exchange differences arising on long-term
foreign currency monetary items In accordance with the amendment to AS
11 the Company has capitalized exchange loss, arising on long-term
foreign currency loan, amounting to Rs.386.97 Lacs (Reflected as
''Foreign Currency Translation Reserve'' in'' Reserve & Surplus'')
(Previous year: Rs.149.56 Lacs).
The previous year''s figures have been reworked, regrouped, rearranged
and reclassified, wherever necessary Amounts and other disclosures for
the preceding year are Included as an integral part of the current year
financial statements and are to be read In relation to the amounts and
other disclosures relating to the current year.
Mar 31, 2013
1 Corporate information:
Genus Power Infrastructures Limited (referred to as "Genus" or the
"Company") is primarily engaged in the business of smart metering
solutions, distribution transformer metering system, smart street
lighting system, inverters, on-line UPS, batteries and transformers and
undertaking ''Engineering, Construction and Contracts'' projects in Power
Distribution & Transmission Sector, on turnkey basis.
2 (1) Extraordinary items Rs.75.76 lac (Previous Year: Rs.Nil )
relates to followings:- (a) The compensation/adhoc relief from IOCL
through RIICO aggregating to Rs.1,417.62 lac was received in July, 2010
on account of blast/fire incident on October 29, 2009 at IOCL depot
adjoining to Jaipur unit of the Company against submission of bank
guarantee as per the order/direction of Hon''ble Rajasthan High Court
(''RHC''). The RHC has further passed order allowing our writ petition on
April 29, 2011. The said order has further been challenged by RIICO Ltd
in writ revision petition dated May 20, 2011.This revision petition was
also rejected by RHC on February 27, 2013, hence now it charged to
revenue. However, the RIICO Ltd has further filed D.B.Special Appeal
(Writ) on May 14, 2013 against the orders of RHC and decision is still
pending. (b) Written off Book debts of Rs.1341.86 lac, which represent
various deductions made by customers in respect of sales made in
earlier years.
3 Disclosure of employee benefits (pursuant to revised Accounting
Standard 15): (i) Defined contribution plan:
The Company''s contributions paid/payable to Provident Fund, Employees
State Insurance Scheme, Employees Pension Schemes, 1995 and other
funds, are determined under the relevant approved schemes and/or
statutes and are recognized as expense in the statement of profit and
loss during the period in which the employee renders the related
service. There are no further obligations other than the contributions
payable to the approved trusts/appropriate authorities. The
contribution to Provident Fund and Other Funds of Rs.279.41 lacs
(Previous Year: Rs.201.45 lacs) is recognised as expenses in the
statement of profit and loss.
(ii) Defined benefit plan:
Gratuity: The Company makes annual contributions to the ''Employee Group
Gratuity-cum-Life Assurance (Cash Accumulation) Scheme'' of Life
Insurance Corporation of India, a funded defined benefit plan for
qualifying employees. Gratuity is payable to all eligible employees on
retirement, death or on leaving service in terms of the provisions of
the Payment of Gratuity Act, 1972.
Leave encashment:Leave encashment is payable to eligible employees who
have earned leaves,during the employment and/or on separation as per
the Company''s policy. Leave encashment benefits to eligible employees
has been ascertained on actuarial basis and provided for.
4 Amount Transferred to the Investor Education and Protection Fund
(''IEPF''):
Pursuant to Section 205C of the Companies Act, 1956 and the Investor
Education and Protection Fund (''IEPF'') (Awareness and Protection of
Investor) Rules, 2001, during the year 2012-13, a sum of Rs.5.36 lac
(Interim Dividend for the year 2004-05) and Rs.2.62 lac (Final Dividend
for the year 2004-05) being unpaid/unclaimed dividend for a period of 7
years, have been transferred to the IEPF. Further, the Company has also
transferred the unpaid/unclaimed dividend of Rs.5.08 lac (Interim
Dividend for the year 2005-06) in May, 2013.
5 The Company is primarily engaged in the business of ''Metering
Solutions'', ''Engineering, Construction and Contracts in Power
Distribution & Transmission Sector on turnkey basis'', ''UPS'' ''Inverter''
and Batteries, which relate to one segment only i.e. Power segment.
6 Disclosures under the Micro, Small and Medium Enterprises
Development Act, 2006:
A sum of Rs.14.76 lac is payable to Micro and Small Enterprises as at
March 31, 2013 (Previous Year: Rs.65.53 lac). There are no Micro, Small
and Medium Enterprises, to whom the Company owes dues, which are
outstanding for more than 45 days during the year and also as at March
31, 2013. This information 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.
7 Scheme of Arrangement:
A Scheme of Arrangement ("SchemeÂ) which provides for the amalgamation
of ''Genus Paper Products Limited'' into ''Genus Power Infrastructures
Limited'' and demerger of ''Non Power Infrastructure
Undertaking/Business'' of Genus Power Infrastructures Limited into Genus
Paper & Boards Limited after getting all clearances from the Board of
Directors and all stakeholders/ creditors has been filed with the High
Court of Judicature at Allahabad. The matter is now with the Hon''ble
High Court of Judicature at Allahabad, for final approval.
8 Consolidation of accounts in respect of Subsidiary Company:
The Company does not have any material non-listed Indian subsidiary.
The Company has only one subsidiary company namely ''Genus Paper & Board
Limited'', which has not started any commercial activity as yet. This
subsidiary is incorporated exclusively for/under the Scheme of
Arrangement as discussed above. Under the said Scheme, Genus Paper
Products Limited is proposed to be merged into the Company and the
''non- power infrastructure undertaking/business'' of the Company shall
be demerged into a 100% subsidiary of the Company namely ''Genus Paper &
Board Limited'', w.e.f. April 01, 2011 immediately after the requisite
approvals of the appropriate authorities are received. The control on
subsidiary company is intended to be temporary because as on the date
of implementation of the said demerger scheme, the status of subsidiary
company may not exist.
9 Dividend proposed to be distributed to equity shareholders:
The Board of Directors of the Company have recommended a dividend of
10% i.e. Re.0.10 per equity share on equity shares of the face value of
Re.1/- each (tax free in the hands of the shareholders) for the
financial year ended March 31, 2013 (Previous Year: 10% i.e. Re.0.10
per equity share of face value of Re.1/- each). The proposed dividend,
if approved by the members at the Annual General Meeting, will absorb a
sum of Rs.158.91 lacs (excluding dividend tax) (Previous Year:
Rs.158.91 lacs).
10 Capitalization of exchange differences:
The Ministry of Corporate Affairs (MCA) has issued the amendment dated
December 29, 2011 to Accounting Standard (AS) 11 "The Effects of
Changes in Foreign Exchange Rates, to allow companies deferral /
capitalization of exchange differences arising on long-term foreign
currency monetary items. In accordance with the amendment to AS 11, the
company has capitalized exchange loss, arising on long-term foreign
currency loan, amounting to Rs.149.56 lac (Reflected as ''Foreign
Currency Translation Reserve'' in ''Reserve & Surplus'') (Previous year:
Rs.85.13 lac).
Mar 31, 2011
(1) The previous year's figures have been regrouped, rearranged and
reclassified, wherever necessary to conform to current year's
classification and/or to make it comparable.
(2) The Company is primarily engaged in the business of 'Metering
Solutions', 'Engineering, Construction and Contracts in Power
Distribution & Transmission Sector on turnkey basis', 'UPS',
'Inverters' and 'Transformers', which relate to one segment only i.e.
Power segment.
(2) Contingent liabilities (to the extent not provided for):
(Rs. in Lacs)
S. Particulars As at As at
No. 31.03.2011 31.03.2010
1 Counter guarantees given by the Company 37,554.55 34,061.69
against Bank Guarantees issued by banks
and against which Margin money of
Rs.1,796.36 lacs (Previous Year:
Rs.1,708.26 lacs) was provided in the
form of FDRs.
2 Letters of Credit outstanding at the 2,992.17 2,762.47
end of the year, against which mater
-ial was to be received and against
which margin money of Rs.530.44 lacs
(Previous Year: Rs.574.43 lacs) was
given in the form of FDRs.
3 Income-tax demands contested in 4,658.46 1,233.27
appeals.
(In view of the settled case laws,
decisions of Appellate Authorities
in earlier years' on similar issues
in favour of company and/or on merits,
the management is of the opinion
that no material impact is likely to
result.)
4 Disputed demand of excise and service 399.31 354.16
tax against which Rs.55.31 lacs
(Previous Year: Rs.76.93 lacs)
deposited under protest.
(No provision has been made in
accounts since the Company has
disputed the said demands and filed
the appeals with the respective
appellate authorities.)
5 Disputed demand of CST and VAT against 446.22 1043.15
which Rs.35.11 lacs (Previous Year:
Rs.150.17 lacs) deposited under
protest.
(In opinion of the management, no
provision is considered necessary
for disputed demands on the grounds
that there are reasonable chances of
successful outcome of appeals filed
with the respective appellate
authorities.)
6 Corporate Guarantees to banks / 10,200.00 5,000.00
financial institutions to secure
the credit facilities.
7 Bank Guarantee facility availed 500.00 500.00
from bank for Joint Venture.
8 Claims (Net of counter claim filed 208.13 162.31
by the Company) made against the
Company but not acknowledged as
debts as these are not tenable in
the opinion of the management of
the Company.
(3) The information 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. There are no overdue to parties on account
of principal amount and/or interest and accordingly no additional
disclosures have been made.
(4) Out of 1,10,00,000 (restated on account of split of shares)
convertible warrants issued to one of the promoters of the Company,
40,00,000 warrants were converted into 40,00,000 fully paid-up equity
share of Re.1/- each at a price of Rs.19/- per equity share including a
premium of Rs.18/- per share on 11th February, 2011. The aforesaid
equity shares rank pari passu in all respects including dividend with
the existing equity shares of the Company.
(5) During the year under review, the Company has splitted/sub-divided
its equity shares of the face value of Rs.10/- each into ten equity
shares of face value of Re.1/- each in order to improve the liquidity
of the Company's shares in the stock market and to make it affordable
to the small investors to purchase the equity shares of the Company.
(6) Expenses amounting to Rs.4.91 lacs (Previous Year: Rs. 11.65 lacs)
related to earlier years have been debited to the respective heads in
the Profit and Loss Account.
(7) Extraordinary items represent the insurance claim of Rs.631.07 lacs
(Net of Taxes) (Gross of Rs.788.17 lacs) received from insurance
company towards loss of assets in a fire/blast incidence at IOCL depot
adjoining to Jaipur unit of the Company on 29th October, 2009.
(8) The compensation/adhoc relief from IOCL through RIICO aggregating
to Rs.1,417.62 lacs received in July, 2010 on account of blast/ fire
incident on 29th Oct., 2009 at IOCL depot adjoining to Jaipur unit of
the Company against submission of Bank Guarantee as per the
order/direction of Hon'ble Rajasthan High Court ('RHC'). The RHC has
passed order allowing our writ petition on 29-04-2011. The said order
has further been challenged by RIICO Ltd. in writ revision petition
dated 20-05-2011 and the same is under consideration of RHC. In view of
above, the said adhoc relief is subject to final decision of Hon'ble
Rajasthan High Court, hence it has not been charged to Revenue.
(9) Outstanding balances of Debtors, Creditors, Loans and Advances are
subject to confirmation/reconciliation.
(10) Pursuant to Section 205A(5) of the Companies Act, 1956 and the
Investor Education & Protection Fund (Awareness & Protection of
Investor) Rules, 2001, during the year 2010-11 a sum of Rs.4.25 lacs
being unclaimed/ unpaid dividend for the year 2002-03 has been
transferred to the Investor Education & Protection Fund.
(11) Related Party Disclosures:
As required by Accounting Standard-18, the disclosure of transactions
with the related parties as defined in the Accounting Standard, are
given below:
(a) List of related parties with whom the Company has entered into
transactions during the year:
Key Management Personnel
- Mr. I.C. Agarwal - Mr. Kailash Chandra Agarwal
(w.e.f. 24.01.2011)
- Mr. Rajendra Kumar Agarwal - Mr. Jitendra Kumar Agarwal
- Mr. Giriraj Kishore Sharma
Relatives of Key Management Personnel
- R.K. Agarwal-HUF - J.K. Agarwal-HUF
Enterprises where the key managerial personnel along with their
relatives exercise significant influence
- Genus Electrotech Ltd. - Kailash Coal And Coke Company Ltd.
- Genus Innovation Ltd. - Genus Apparels Ltd.
- Vivekshil Dealers Pvt. Ltd. - Genus International Commodities
Ltd.
- Jay Narayan Bajranglal Todi - L.M. Sagar Exports
Trust
- Hi-Print Electromack Pvt. - Amit Agarwal (HUF)
Ltd.
- Virtuous Urja Ltd. - J C Textile Pvt. Ltd.
- K.C. Electrometers
Associates / Joint Venture
- M.K.J. Manufacturing Pvt. - Genus Paper Products Ltd.
Ltd.
- Virtuous Infra Limited - Genus S.A., Brazil
- Genus Consortium
(21) Disclosure of Employee Benefits (Pursuant to Accounting
Standard-15 (Revised)):
(a) Defined Contribution Plan:
The Company's contributions paid/payable to Provident Fund, Employees
State Insurance Scheme, Employees Pension Schemes, 1995 and other
funds, are determined under the relevant approved schemes and/or
statutes and are recognized as expense in the Profit and Loss Account
during the period in which the employee renders the related service.
There are no further obligations other than the contributions payable
to the approved trusts/appropriate authorities.
Contribution to Provident Fund and Other Funds: Rs.188.57 lacs
(Previous Year Rs.153.32 lacs) is recognised as expenses and included
in ÃEmployees' Remuneration and Benefitsà à Schedule-14 in the Profit
and Loss Account.
(b) Defined Benefit Plan:
Gratuity: The Company makes annual contributions to the 'Employee Group
Gratuity-cum-Life Assurance (Cash Accumulation) Scheme' of Life
Insurance Corporation of India, a funded defined benefit plan for
qualifying employees. Gratuity is payable to all eligible employees on
retirement, death or on leaving service in terms of the provisions of
the Payment of Gratuity Act, 1972.
Leave encashment is payable to eligible employees who have earned
leaves, during the employment and/or on separation as per the Company's
policy. Leave encashment benefits to eligible employees has been
ascertained on actuarial basis and provided for.
(vi) Investment details:
Gratuity amount invested in cash accumulation scheme of LIC of India.
Mar 31, 2010
(1) The previous years figures have been regrouped, rearranged and
reclassified wherever necessary.
(2) The Company is primarily engaged in business of Electronic Energy
Metering, Engineering, Construction & Contracts Projects of Power
Sector on turnkey basis, UPS, Inverters, Poles and Transformers, which
relate to one segment only i.e. Power segment.
(3) The information 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. There are no overdue to parties on account
of principal amount and/or interest and accordingly no additional
disclosure have been made.
(4) Contingent liabilities not provided for, in respect of:
(a) Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) is Rs.270.31 lacs
(Previous year Rs.30.01 lacs).
(b) Counter guarantees given by the company against Bank Guarantees
issued for Rs.34061.69 lacs (previous year Rs.31504.47Iacs). Margin
money provided in the form of FDRs of Rs.1708.26 lacs (Previous year
Rs.2626.75 lacs).
(c) Letter of Credit opened and pending at the end of the year for Rs.
2762.47 lacs (Previous year Rs.2775.37 lacs) against which material was
to be received and against which margin money in the form of FDRs were
Rs.574.43 lacs (Previous year Rs.745.90 lacs).
(d) Income-tax demands of Rs.1233.27 lacs (net of refund) (Previous
year Rs.344.32 lacs) in respect of earlier years are pending on certain
disallowances. The management is of the opinion that in view of the
settled case laws, decision of Appellate Authorities in earlier years
on similar issues in favour of the Company and/or on merits, no
material impact is likely to result.
(e) Disputed demand of excise and service tax of Rs.354.16 lacs
(Previous year Rs.84.68 lacs) against which Rs.76.93 lacs (Previous
year Rs.76.93 lacs) deposited under protest. No provision has been made
in accounts since company disputed the demands and appealed with the
respective Appellate Authorities.
(f) Disputed demand of CST and VAT of Rs.1043.15 lacs (Previous year
Rs.290.46 lacs) against which Rs.150.1 7 lacs (Previous year Rs.6.32
lacs) deposited under protest. In opinion of the management, no
provision is considered necessary for disputed demands on the grounds
that there are reasonable chances of successful outcome of appeals
filed with the respective Appellate Authorities.
(g) Customs duty demand of Rs. Nil (Previous years Rs.12.40 lacs) on
account of non fulfillment of export obligation in respect of EPCG
license.
(h) The company has given corporate guarantee of Rs.5000.00 lacs
(Previous year Rs.3600.00 lacs) to Axis Bank against non fund based
Iimit to M/s Virtuous Urja Ltd.
(i) The company has been availing bank guarantee facility of Rs.500.00
lacs (Previous year Rs.500.00 lacs) from SBBj for joint Venture Company
i.e. M/s Genus Consortium.
(j) Certain claims made against the Company amounting to Rs.162.31 lacs
(Previous year Rs.138.53 lacs), which the management of the Company
believes are not tenable and hence these claims have not been
acknowledged as debts.
(5) An amount equivalent to the 25% (Rs.522.50 lacs) of the
consideration determined in terms of regulation 76 of SEBI (Issue of
Capital and Disclosure Requirements) Regulation, 2009, received towards
subscription money for allotment of 1100000 convertible warrants at a
price of Rs.190/- per equity share (including a premium of Rs.180/- per
share) to M/s. Vivekshil Dealers Pvt. Ltd. (one of the promoters of
the Company).
(6) During the year, the Company has redeemed 88 Unsecured NCDs (Non
Convertible Debentures) of face value of Rs.100.00 lacs each for an
aggregate face value of Rs.8800.00 lacs.
(7) During the year, the Company has redeemed, 500000 - 10% RedeemabIe
Preference Shares of Rs.100/- each for an aggregate face value of
Rs.500.00 lacs. The said preference shares were redeemed out of the
preference shares capital redemption reserves account created out of
profits of the Company.
(8) Expenses amounting to Rs.11.65 lacs related to earlier years have
been debited to the respective heads in the profit & loss account.
(9) Extraordinary/Exceptional items of Rs.2507.25 lacs consist of loss
of assets due to fire/blast incident at IOCL depot adjoining to jaipur
unit of the Company. The details of the said losses are asunder:
. Fixed Assets (at WDV) amounted to Rs.943.78 lacs (Cross value of
Rs.2454.73 lacs).
. lnventories of Rs.1135.06 Iacs.
. Expenditure/provisions on repair of partly damaged assets of
Rs.428.41 lacs.
The assets of the company were insured and accordingly the claim of
Rs.3636.68 lacs has been filed with the Insurance Company and the same
is pending as on date. The loss due to fire/blast as stated above, has
been debited to the Profit & Loss Account. The amount of claim as and
when received shall be credited to the Profit & Loss Account in due
course.
(10) Event occurring after the date of Balance Sheet:
. Compensation /adhoc relief from IOCL through RIICO aggregating to
Rs.1417.62 lacs received in July, 2010 on account of blast/ fire
incident on 29th Oct., 2009 at IOCL depot adjoining to Jaipur unit of
the Company against submission of Bank Guarantee as per the
order/direction of Honble Rajasthan High Court. The said adhoc relief
is subjectto the final decision of Honble Rajasthan High Court.
(11) Outstanding balances of Debtors, Creditors and Loans &Advances are
subject to confirmation / reconciIiation.
(12) Pursuant to section 205C of the Companies Act, 1956 and the
Investor Education & Protection Fund (Awareness & Protection of
Investor) Rules, 2001, during the year 2009-10 a sum of Rs.7.74 lacs
being unclaimed/ unpaid dividend for the year 2001-02 has been
transferred to the Investor Education& Protection Fund.
(13) Related party Disclosures:
1. Related Party Disclosures, as required by Accounting Standard 18,
"Related Party Disclosures", issued by the Institute of Chartered
Accountants of India are given below:
(a) Key Management Personnel : Mr. I.C.Agarwal
: Mr. Rajendra Kumar Agarwal
: Mr. jitendra Kumar Agarwal
: Mr. Ciriraj Kishore Sharma
(b) Relatives of Key Management Personnel: Nil
(c) Other Associates : M.K.j. Manufacturing Pvt. Ltd.
: Genus Consortium
(d) joint Venture : Genus S.A, Brazil
(e) Enterprises where the key managerial personnel along with their
relatives exercise significant influence:
: Genus Electrotech Ltd.
: Genus Apparels Ltd.
: Genus Paper Products Ltd
: Genus Innovation Ltd.
: Genus International Commodities Ltd.
: KaiIash Coal & Coke Company Ltd.
: jay Narayan BajrangIaI Todi Trust
: L.M.Sagar Exports
: Hi-Print Electromack Pvt. Ltd.
: Amit AgarwaI (HUF)
: R.K. Agarwal (HUF)
: Virtuous Urja Ltd.
: jC TextiIe Pvt. Ltd.
: K.C. Electrometers
: Virtuous Infra Ltd.
: VivekshiI Dealers Pvt. Ltd.
The Company holds 4488000 ordinary shares of R$ 0.5504 each, 1300000
ordinary shares of R$ 1.000 each and 28940000 ordinary shares ofî R$
0.1382 each. The Companys interest in the joint ventures is reported
as Long Term Investment (ScheduIe-6) and stated at cost.
(14) Disclosure pursuant to Accounting Standard-15 (Revised)- Employee
Benefits
Defined Benefit Plan (Gratuity):
The foIIowing tables summaries the components of the net benefit
expenses recognised in the Profit and Loss Account, the funds status
and amount recognised in the Balance Sheet for the Cratuity Benefit
Plan.