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Notes to Accounts of Gujarat Ambuja Exports Ltd.

Mar 31, 2015

1. Company Information

Gujarat Ambuja Exports Limited (GAEL) is a public limited company domiciled in India. GAEL is an Agro Processing conglomerate with various manufacturing plants at different locations in states of Gujarat, Maharashtra, Madhya Pradesh, Uttarakhand and Karnataka. The Group's product profile includes Solvent Extraction comprising of all types of Oil Seed processing, Edible Oil Refining, Cotton Yarn Spinning, Maize based Starch and its derivatives, Wheat Processing/ Cattle Feed and Power Generation through Wind Mills, Bio gas and Thermal Power Plants, mainly for internal consumption.

2. The Company's shares are listed in BSE and NSE.

The company has also setup a wholly-owned subsidiary at Singapore to focus on international trading activities.

3. Terms/rights attached to Equity Shares

i) The company has only one class of equity shares carrying par value of ' 2 per share, carrying equal rights as to dividend, voting and in all other respects.

ii) During the year ended 31st March 2015, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.84 (31st March 2014: ' 0.70).

4. Commitments on account of estimated amount of contracts remaining to be executed on capital account and not provided for relating to Tangible Assets is Rs. 12.75 Crores (Previous Year Rs. 35.30 Crores).

5. In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

6. Related Party Transactions as per Accounting Standard 18:

The disclosure in pursuance to Accounting Standard-18 on "Related Party disclosures" is as under:

(a) Name of Related Parties & Relationship

Sr. Name Relationship

1. Gujarat Ambuja International Pte. Ltd. Singapore Subsidiary Company

2. Vijay Kumar Gupta Managing Director (Key than 20% voting power. Managerial Person)

3. Manish Gupta Managing Director Managerial Person)

4. Sulochana Gupta Relative of Key Managerial Person

5. Shilpa Gupta Relative of Key Managerial Person

6. Mohit Gupta Jt. Managing Director (Key Managerial Person)

7. Sandeep Agrawal Executive Director (Key Managerial Person)

8. Siddharth Agrawal Relative of Key Managerial Person

9. N. Giridhar Chief Financial Officer

10. Manan Bhavsar Company Secretary

11. Jay Infrastructure & Enterprise significantly Properties LLP influenced by Key Managerial Persons

12. SMAS Investors LLP Enterprise significantly influenced by Key Managerial Persons

Sr. Name Manner

1. Gujarat Ambuja International Pte. Ltd. Singapore 100% Holding of Equity shares of the subsidiary

2. Vijay Kumar Gupta Key Managerial Person & than 20% voting power. Person exercising more

3. Manish Gupta Key Managerial Person & Relative as Son of Mr. Vijay Kumar

Gupta & Person exercising more than 20% voting power.

4. Sulochana Gupta Relative as wife of Mr. Vijaykumar Gupta & mother of Mr. Manish Gupta and Mr. Mohit Gupta.

5. Shilpa Gupta Relative as wife of Mr. Manish Gupta

6. Mohit Gupta Key Managerial Person & Relative as son of Mr. Vijaykumar Gupta & Brother of Mr. Manish Gupta

7. Sandeep Agrawal Key Managerial Person

8. Siddharth Agrawal Relative as brother of r. Sandeep Agrawal

9. N. Giridhar Key Managerial Person

10. Manan Bhavsar Key Managerial Person

11. Jay Infrastructure & Key Managerial Persons Properties LLP sharing more than 20% in Persons profits.

12. SMAS Investors LLP Key Managerial Person and relative sharing more than 20% in profits.

7. Operating Leases as per Accounting Standard 19:

The disclosure in pursuance to Accounting Standard-19 on "Leases" is as under:

i) The Company has taken various residential, office and godown premises under operating lease on leave and license agreements. These are generally not non cancelable and range between 11 months and 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest free security deposits under certain agreements.

ii) Lease payments are recognized as expense in the Profit & Loss statement on a straight line basis over the lease term under expense head 'Rent' amounting to Rs. 4.31 Crores (Previous Year Rs. 6.05 Crores))


Mar 31, 2013

Company Information

Gujarat Ambuja Exports Limited (GAEL) is Agro Processing conglomerate with various manufacturing plants at different locations in states of Gujarat, Maharashtra, Madhya Pradesh, Uttarakhand and Karnataka. The Group’s product profile includes Solvent Extraction comprising of all types of Oil Seed processing, Edible Oil Refining, Cotton Yarn Spinning, Maize based Starch and its derivatives, Wheat Processing, Cattle Feed and Power Generation through Wind Mills, Bio gas and Thermal Power Plants.

The Company’s shares are listed with BSE and NSE.

The company has also setup a wholly-owned subsidiary at Singapore to focus on international trading activities.

1.1 Commitments on account of estimated amount of contracts remaining to be executed on capital account and not provided for relating to Tangible Assets is Rs. 14.55 Crores (Previous Year Rs. 16.99 Crores)

1.2 In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

1.3 There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

1.4 Donations include payments made to political party Bhartiya Janata Party Rs. 0.10 Crores. (P.Y Rs. 0.05 Crores)

2. Disclosures under Accounting Standards

2.1 Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

i) Defined Contribution Plans:

Amount of Rs. 2.12 Crores (Previous Year Rs.1.84 Crores) is recognised as expense and included in Employee’s Expenses in the Profit and Loss Account.

ii) Defined Benefit Plans:

2.2 Operating Leases as per Accounting Standard 19:

The disclosure in pursuance to Accounting Standard-19 on "Leases" is as under:

i) The Company has taken various residential, office and godown premises under operating lease on leave and license agreements. These are generally not non cancelable and range between 11 months and 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest free security deposits under certain agreements.

ii) Lease payments are recognized as expense in the Profit & Loss statement on a straight line basis over the lease term under expense head ‘Rent’ amounting to Rs. 6.40 Crores (Previous Year Rs. 3.03 Crores)

The provision relates to estimated outflow of cash expected to be paid in relation to damages payable on account of cancellation of contract for supply of raw material. Due to its nature it is not possible to estimate the timing of resulting cash flows.

3 Figures for the previous year period have been regrouped wherever necessary to make it comparable with current year figures.


Mar 31, 2012

Company Information

Gujarat Ambuja Exports Limited (GAEL) is Agro Processing conglomerate with various manufacturing plants at different locations in states of Gujarat, Maharashtra, Madhya Pradesh, Uttarakhand and Karnataka. The Group's product profile includes Solvent Extraction comprising of all types of Oil Seed processing, Edible Oil Refining, Cotton Yarn Spinning, Maize based starch and its derivatives, Wheat Processing/ Cattle Feed and power generation through Wind Mills.

The Company's shares are listed in BSE and NSE.

The Company has also setup a wholly-owned subsidiary at Singapore to focus on international trading activities.

Presentation and disclosure of financial statements

Till the year ended 31 March 2011, the company was using pre-revised Schedule VI to the Companies Act, 1956 for preparation and presentation of its financial statements. The company has reclassified previous year figures to conform to this year's classification. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements particularly presentation of balance sheet.

a. Terms/rights attached to Equity Shares

i) The company has only one class of equity shares carrying par value of Rs. 2 per share, carrying equal rights as to dividend, voting and in all other respects.

ii) During the year ended 31 March 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.60 (31 March 2011: Rs. 0.60).

c. During the period of five years from 01.04.2006 to 31.03.2012, in the year 2007-08 company bought back 9,66,615 equity shares out of 13,93,18,490 equity shares as per the Board resolution passed by the company at its Board Meeting held on 16th January 2007

a. (i) Term loan from Bank of India carries gross interest @ 12.25% p.a. The loan is secured by hypothecation of specific movable Plant & Machinery. Further, the loan has been guaranteed by the personal guarantee of three promoter directors.

The loan is repayable in quarterly installments of Rs. 0.38 Crores each along with interest, from the date of loan, viz. September 2009. This loan is eligible for interest subsidy of 4% p.a. under TUF scheme of Central Govt.

b. (i) Term loan from Indian Renewable Energy Development Agency, New Delhi carries interest @ 8% p.a. The loan is repayable in quarterly installments of Rs. 0.17 Crores along with interest from the date of June 2007.The loan is secured by hypothelcation of Wind Mill.

(ii) Outstanding Term loan from Bank of India of Rs. 0.38 Crores has been repaid during the year .

1. Additional Information to the Financial Statements

(All figures are indicated in Rs. in Crores)

1.1 Contingent liabilities not provided for in respect of

Sr. PARTICULARS As at 31st As at 31st March, 2012 March, 2011

(a) Claims against the Company /disputed liabilities not acknowledged as debts 2.16 2.21

(b) Disputed Statutory Claims

i) Excise, Customs and Service Tax 6.00 6.04

ii) Income Tax 0.00 0.00

a) Appeals preferred by Company 29.36 28.83

b) Appeals preferred by Department 26.68 0.00

iii) Sales Tax , VAT, Entry Tax and Mandi Tax 2.23 2.26

iv) Others 1.25 1.25

TOTAL 65.52 38.38

(c) Export obligation on duty free imports (Differential amount of custom duty in respect of machinery and inputs 0.38 0.08 imported under EPCG and Advance License Scheme)

(d) Corporate guarantee in favour of Bank on behalf of wholly owned subsidiary 12.72 11.15

Gujarat Ambuja International Pte Ltd. (US $ 2500000)(US $ 2500000)

(Outstanding against this as at 31st March) Nil Nil

Note: Outflow in respect of 1 (a) and (b) disputes/contingencies is dependent upon final outcome of the disputes or ultimate agreement to resolve the differences.

1.2 Commitments on account of estimated amount of contracts remaining to be executed on capital account and not provided for relating to Tangible Assets is Rs. 16.99 Crores (Previous Year Rs. 73.40 Crores)

1.3 In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

Note: 1. Managing Directors/Wholetime Directors are covered under the Company's Gratuity, Leave Encashment scheme along with the other employees of the Company. The gratuity and leave encashment liability for all employees is determined on the basis of an independent actuarial valuation and the specific amount of gratuity and leave encashment for Managing Directors and Wholetime Directors can not be ascertained separately and hence the same has not been included above.

2. The eligible Net Profits as per Section 198 of the Companies Act is Rs. 67.01 Crores and the commission on net profit is restricted to Rs. 4.85 Crores to be shared between Managing directors in the ratio as approved by the Board.

3. The total remuneration as stated above is within the maximum permissible limit under the Act.

ii) All derivative and financial instruments acquired by the Company are for hedging.

iii) Foreign currency exposure that are not hedged by derivative instruments as on 31 st March, 2012;

USD 31.01 Mn equal to Rs. 160.31 Crores , EUR 2.20 Mn equal to Rs. 13.22 Crores and CHF0.01 Mn equal to Rs. 0.58 Crores. (Previous year USD 11.17 Mn equal to Rs. . 49.49 Crores)

1.4 Donations include payments made to political party Bhartiya Janata Party Rs. 0.05 Crores. (P.Y Rs. Nil)

2. Disclosures under Accounting Standards

2.1 Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

i) Defined Contribution Plans:

Amount of Rs. 1.84 Crores (Previous Year Rs. 1.71 Crores) is recognised as expense and included in Employee's Expenses in the Profit and Loss Account.

ii) Defined Benefit Plans:

Notes:

1) The Company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident fund contributions made to "Government Administrated Provident Fund" are treated as Defined Contribution Plan since the Company has no further obligations beyond its monthly contributions.

2) Gratuity and Leave Encashment is treated as Defined Benefit Plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India except in respect of leave encashment for workmen of Cotspin Unit, provision for which has been considered on actuarial valuation basis.

3) Sick leave is considered as defined benefit plan and remains unfunded and provided on actuarial valuation basis.

4) The Company expects to fund approximately Rs. 0.90 Crores towards Gratuity plan and Rs. 2.02 Crores towards Provident Fund plan during the year 2012-13.

2.3 Operating Leases as per Accounting Standard 19:

The disclosure in pursuance to Accounting Standard-19 on "Leases" is as under:

i) The Company has taken various residential, office and godown premises under operating lease on leave and license agreements. These are generally not non cancelable and range between 11 months and 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest free security deposits under certain agreements.

ii) Lease payments are recognized as expense in the Profit & Loss statement on a straight line basis over the lease term under expense head 'Rent' amounting to Rs. 3.03 Crores (Previous Year Rs. 2.46 Crores)

2.4. Segment Information as per Accounting Standard 17 :

As per Accounting Standard 21, the company has presented Consolidated Financial Statements. Accordingly Segment information as required under Accounting Standard 17 is included under the Notes to Consolidated Financial Statements.

2.5 During the year an amount of Rs. 0.01 Crores (P.Y. Rs. 0.02 Crores) has been incurred towards Research and Development expenditure which is of revenue in nature.

The provision relates to estimated outflow of cash expected to be paid in relation to damages payable on account of cancellation of contract for supply of raw material. Due to its nature it is not possible to estimate the timing of resulting cash flows.

 
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