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Notes to Accounts of International Conveyors Ltd.

Mar 31, 2015

1.1 Out of the above issued shares, the Company has only one class of equity shares having a par value of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding. The Board of Directors has approved dividend of Rs. 0.25 per share (25%), subject to approval of shareholders in the ensuing Annual General Meeting.

1.2 There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

1.3 Details of the shareholders holding more than 5% shares of the total number of equity shares issued by the Company :

1.3.1 The percentage of share holding has been reduced from 6.14% to 4.99% on being sale/transfer of shares by IGE (India) Private Limited.

2.1 Term loan referred above to the extent of:

a) Rs. 3,330,000 (previous year Rs. 21,200,000) is secured by first charge on Wind Mill acquired and installed in Andhra Pradesh, Current Assets of the Company, both present and future and extention of equitable mortgage of the leasehold industrial plot at Maharashtra Industrial Development Corporation, Aurangabad. The loan carries interest at 2.60% above base rate.

b) Rs. 28,973,706 (previous year Rs. 63,104,522) is secured by first charge on all fixed assets pertaining to Falta SEZ division of the company, both present & future, second charge on entire current assets of the said division of the Company both present & future, and is also secured by personal guarantee of one of the directors and corporate guarantee and is repayable in 21 quarterly installment commencing from June 2011. Last installment due in June 2016, rate of interest at 2.65% above base rate.

3.1 Working Capital facility from Bank are secured by hypothecation of Company's entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the company, equitable mortgage of Leasehold industrial plot of Chikalthana Industrial Area (MIDC). This is further secured by personal guarantee by one of the directors of the company.

4.1 Disclosure of Trade Payables is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no amount outstanding as at the Balance Sheet date.

5.1 These preference shares will have the maximum term of 15 years from the date of allotment. However, these shares can be redeemed earlier at the option of the Company. The dividend on these preference shares will be cumulative and will be receivable at the rate of 12% p.a.

5.2 During the year, the company has acquired equity shares of newly incorporated entity International Conveyors America Limited, INC (ICAL) under the law of state of delaware, United States of America and consequent upon such acquisition the said company has become a wholly owned subsidiary of the Company.

5.3 The face value of equity shares of I G E (India) Private Limited of Rs.10/- each has been sub divided into the face value of Rs.1/- per equity share during the year.

5.4 During the year Company pursuant to a voluntary open offer of equity shares of Elpro International Limited (EIL), has acquired 3,25,914 Equity shares of EIL from the shareholders of said Company at the price of Rs.325/- per equity share agreegating to Rs. 105,922,050/- 11.8 Particulars of investments as required in terms of Section 186 (4) of the Companies Act, 2013, have been disclosed under note no.11 above.

6.1 During the previous year, the company, as a promoter, along with other promoters of the Elpro International Limited, had made a voluntary open offer to the public shareholders of Elpro International Limited, to acquire the shares of the said company. As such, the amount of Rs. Nil (previous year Rs. 50,000,000/-) had been transferred in a EIL-open offer Escrow A/c as required by SEBI guidelines and had been shown as deposit pending acquisition of the shares in terms of open offer.

7.1 The company has certain cancellable operating lease arrangements for office/ residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in the Statement of Profit and Loss amounts to Rs. 1,062,923/- (Previous Year Rs. 1,021,843/-).

7.2 Subscription and Donation includes expenses incurred on account of Corporate Social Responsibility (CSR) Rs. 2,950,000/- (Previous year Rs. Nil)

8.1.1 The Company's pending litigation comprises of claim against the Company and proceeding pending tax/statutory/ Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

8.1 Related Party Disclosure as required by Accounting Standard 18 " Related Party Disclosures" are as follows :

(a) Associates: 1) None

(b) Subsidiaries :

1) International Belting Limited

2) Conveyor Holdings Pte Limited, Singapore (w.e.f.25.04.2013)

3) International Conveyors America Limited, INC (w.e.f.26.12.2014)

4) International Conveyors Australia Pty Limited (Australia) (100% subsidiary of Conveyor Holdings Pte Limited, Singapore)

(c) Key Management Personnel :

Mr. R. K. Dabriwala – Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and /or significant influence :

1) R.C.A. Limited

2) Pure Coke Limited

3) Elpro International Limited

4) I G E (India) Private Limited

8.2 In the opinion of the Board of Directors, current assets and loans and advances have the value at which these are stated in the Balance Sheet, unless otherwise stated and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

8.3. Previous year's figures have been re-arranged/re-grouped wherever necessary.


Mar 31, 2014

1. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognized nor disclosed in the financial statement. Contingent Liabilities, if material, are disclosed by way of notes.

2 Out of the above issued shares, the company has only one class of equity shares having a par value of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding. The Board of Directors has approved dividend of Re.0.25 per share (25%), Subject to approval of shareholders in the ensuing Annual General Meeting.

3 There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

4 Disclosure of Trade Payables is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no overdue amount outstanding as at the Balance Sheet date.

5 These preference shares will have the maximum term of 15 years from the date of allotment. However, these shares can be redeemed earlier at the option of the Company. The dividend on these preference shares will be cumulative and will be payable at the rate of 12% p.a.

6 During the year, the Company, as a promoter, along with other promoters of the Elpro International Limited, has made a voluntary open offer to the public shareholders of Elpro International Limited, to acquire the shares of the said Company. As such, the amount of Rs. 50,000,000/- has been transferred in a EIL-Open Offer Escrow A/c as required by SEBI guidelines and has been shown as deposit pending acquisition of the shares in terms of open offer.

7 The company has certain cancellable operating lease arrangements for office/ residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in _the Statement of Profit and Loss amounts to Rs. 10,21,843/-(Previous Year Rs. 10,26,758/-).

(Amount in Rs.)

2013-14 2012-13

NOTE: 1

1 Contingent liabilities not provided for in respect of :

a) Guarantees given by bank on behalf of the Company 108,028,854 72,660,612

b) Corporate Guarantees given by the Company 145,000,000 308,000,000

c) Excise duty demand under appeal before the Hon''ble - 1,735,119 Supreme Court of India

d) Entry Tax Payable 135,314 -

e) Income Tax matter under Appeal 8,196,849 1,519,592

Note: Future cash outflows in respect of (c, d & e) above are dependent upon the outcome of judgments/decisions.

NOTE:2

*Included in "Salaries, Wages and Bonus" and "Contribution to Provident Fund, Gratuity and Other Funds" under "EMPLOYEE BENEFITS EXPENSE" on Note 24.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the Balance Sheet date.

The contributions expected to be made by the Company for the year 2014-15 is not ascertained.

Note : (a) Conveyor Belting segment includes manufacturing and sale of PVC Conveyor Belting.

(b) Wind Energy Segment includes generation, supply and sale of Wind Power (Electricity).

(c) Unallocated / Corporate Segment includes Corporate, Administrative and Financing activity.

* Related Party Disclosure as required by Accounting Standard 18 " Related Party Disclosures" as specified in the Companies ( Accounting Standards) Rules, 2006 prescribed by the Central Government are as follows :

(a) Associates:

1) None

(b) Subsidiaries :

1) International Belting Limited

2) Conveyor Holdings Pte. Limited, Singapore (w.e.f.25.04.2013)

3) International Conveyors Australia Pty. Limited (Australia) (100% subsidiary of Conveyor Holding Pte Limited, Singapore)

(c) Key Management Personnel :

Mr. R. K. Dabriwala - Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and /or significant influence :

1) R.C.A. Limited

2) I.G.E. (India) Private Limited

3) Pure Coke Limited

4) Elpro International Limited

* Pursuant to agreement, the Company has aquired all assets and liabilities of PVC Belting industrial undertaking of its wholly owned subsidiary, International Belting Limited situated at Falta SEZ South 24 Parganas, West Bengal on a going concern basis with effect from 19th April, 2013 at a lump sum consideration of Rs. 21,500,000/-.

* During the year, the Company has acquired a wholly owned subsidiary "Conveyor Holding Pte Limited" in Singapore by way of purchase of 100% equity shares of the said Company.

* Previous year''s figures have been re-arranged/re-grouped whereever necessary.


Mar 31, 2013

1.1 The company has certain cancellable operating lease arrangements for office/residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in the Statement of Profit and Loss amounts to Rs. 1''026''758/- (Previous Year Rs. 993''061/-).

1.2 Related Party Disclosure as required by Accounting Standard 18 "Related Party Disclosure" as specified in the Companies (Accounting Standards) Rules'' 2006 prescribed by the Central Government are as follows :

(a) Associates : 1) None

(b) Subsidiary (w.e.f. 22.03.2012) : 1) International Belting Limited

(c) Key Management Personnel :

Shri R. K. Dabriwala – Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and/or significant influence :

1) R.C.A. Limited

2) Faridabad Investment Co. Limited

3) I.G.E.(India) Private Limited

4) Pure Coke Limited

5) Elpro International Limited

6) Dabri Properties and Trading Co. Limited

1.3 Subsequent to the Balance Sheet date the Company has entered into a agreement to acquire all assets and liabilities of PVC Belting industrial undertaking of its wholly owned subsidiary'' International Belting Limited situated at Falta SEZ South 24 Parganas'' West Bengal on a going concern basis with effect from April 19'' 2013.

1.4 Subsequent to the Balance Sheet date'' the Company has formed a wholly owned subsidiary i.e.'' " Conveyor Holdings Pte Limited" in Singapore.

1.5 Previous year''s figures have been re-arranged/re-grouped wherever necessary.


Mar 31, 2012

1.1 Out of the above issued shares, the company has only one class of equity shares having a par value of Rs1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing general meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding.

1.2 Details of the shareholders holding more than 5% shares of the total number of equity shares issued by the Company :

2.1 Term Loan from State Bank of India has been secured by first charge on Plant and Equipment of the Wind Mill project in Andhra Pradesh, Current Assets of the Company, both present and future and extension of equitable mortgage of the leasehold industrial plot at Maharashtra Industrial Development Corporation, Aurangabad. The loan carries interest at 4.25% above base rate Term Premium of 0.50% and is repayable as follows :

3.1 Working Capital facility from Bank are secured by hypothecation of Company's entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the company, equitable mortgage of Leasehold industrial plot of Chikalthana Industrial Area (MIDC). This is further secured by personal guarantee by one of the directors of the company.

4.1 The company has certain cancellable operating lease arrangements for office/ residential accommodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognized in the Statement of Profit and Loss amounts to Rs993,061/-(Previous Year Rs1,004,522/-).

NOTE: 5

5.1. Contingent liabilities not provided for in respect of: . _

(Amount in Rs.)

2011-12 2010-11

a) Guarantees given by bank on behalf of the Company 39,291,648 34,818,538

b) Corporate Guarantees given by the Company 197,000,000 197,000,000

c) Excise duty demand under appeal before the Hon'ble Supreme Court of India 1,735,119 1,735,119

d) Income Tax matter under Appeal 1,519,592 1,519,592 Note: Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

b) The disclosure as per the Accounting Standard 15 (AS-15) "Employee Benefits" are given below: The Company operates post retirement benefit plans as following:

Funded: Gratuity

Non Funded: Leave Encashment

*Included in Salaries, Wages and Bonus" and Contribution to Provident Fund, Gratuity and Other Funds" under EMPLOYEE BENEFIT EXPENSES" on Note 23.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected.

The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

The contributions expected to be made by the Company for the year 2012-13 is not ascertained.

5.2 Related Party Disclosure as required by Accounting Standard 18 "Related Party Disclosure as specified in the Companies (Accounting Standards) Rules, 2006 prescribed by the Central Government are as follows:

A. Associates:

1) None

B. Subsidiary (w.e.f.22.03.2012):

1) International Belting Limited

C. Key Management Personnel:

Shri R. K. Dabriwala - Managing Director

D. Enterprises where key management personnel and their relatives have substantial interest and /or significant influence:

1) R.C.A. Limited

2) Faridabad Investment Co. Limited

3) I.G.E.(India) Limited

4) Pure Coke Limited

5) Elpro International Limited

6) Dabri Properties and Trading Co. Limited

5.3 Till the year end March 31, 2011, the Company was using pre-revised schedule VI to the Companies Act, 1956 for the preparation and presentation of its financial statement. During the year ended March 31, 2012, the revised schedule VI notified under the Companies Act, 1956 has become applicable to the Company. The Company has reclassified previous year figures to conform to this year classification.

Note 1 to 26.13 forms an integral part of the Financial Statement.

 
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