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Notes to Accounts of Mercator Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION

Mercator Limited was incorporated on 24th November 1983 as private limited company with name as Mercator Lines Private Limited. It was converted into limited company vide ROC approval dated 12th April 1984. The name was changed to Mercator Limited vide ROC approval dated 22nd November 2011. The Company has directly and/or through its subsidiaries diversified business verticals viz. Shipping (tankers, Gas Carriers and dry bulkers), Dredging, Oil and Gas (EPCIC and E & P), Coal (Mining, Procurement and Logistics).

2. Terms/Rights attached to Equity shares

The company has two class of shares referred to as equity shares having a face value of Re.1/- and preference shares having a face value of Rs.100/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend whenever proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

For the period of five years immediately preceding the date as at which the balance sheet is prepared:

(i) No shares were allotted pursuant to contracts without payment being received in cash.

(ii) No bonus shares were issued.

(iii) No shares were bought back.

3. (i) Security details

a) Debentures referred in (A) above are secured by first paripasu charge on specified vessels and first pari- passu charge on the specified immovable property of the company.

b) External Commercial Borrowings referred in (B) above are secured by exclusive/first pari passu charge on specified vessels of the company of which Rs.2503.63 lakhs (P.Y. Rs.2,704.49 lakhs) additonally secured by charge on loan extended to subsidiary as well as charge on cash flows of specified vessels.

c) Term Loans refered in (C) above are secured by exclusive/first pari passu/residual charge on specified vessels, and includes Rs.10,800.00 lakhs (P.Y. Rs.12,150.00 lakhs) additonally secured by charge on loan extended to subsidiary as well as charge on cash flows of specified vessels. It includes an amount of Rs.5,933.61 Lakhs additionally secured by pari passu charge on specified immovable property

(ii) FCCB referred in (D) are convertible upon exercise of option during the period May 27, 2014 till April 27, 2019 with initial conversion price of Rs.38.30 per share (at a fixed rate of exchange on conversion of Rs.58.5740 per 1 USD). The maturity date of FCCB is May 27, 2019

4. OTHER DISCLOSURES

i. Contingent Liabilities not provided for

(Amount Rs. in Lakhs)

Particulars Current Previous Year Year

Counter guarantees issued by the Company for guarantees 7,847.82 7,292.86

obtained from bank (net of margin).

Counter guarantees issued by the Company for guarantees 152.60 436.50 obtained from bank on behalf of subsidiaries.

Corporate guarantees issued by the company on behalf of 1,04,275.50 1,05,813.95 subsidiaries.

TOTAL 1,12,275.92 1,13,543.31

ii. Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances) as at March 31,2015 Rs. NIL (P.Y. Rs. NIL).

iii Remittance in foreign currencies for dividends

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittance, if any, of foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders.

5. DISCLOSURES AS PER NOTIFIED ACCOUNTING STANDARDS

i. The company has opted for accounting the exchange differences arising on reporting of long term foreign currency monetary items in line with the notification of MCA dated 31st March 2009/29th December 2011 on Accounting Standard (AS)-11. In line with the above notification, gains / losses arising during the year from the effect of changes in foreign exchange rates on foreign currency loans relating to acquisition of depreciable capital assets are adjusted to the cost of the fixed assets. The addition to fixed assets on account of the same is Rs. 1,101.51 Lakhs (P.Y Rs. 384.32 Lakhs).

Exchange Fluctuation on restatement of foreign currency loan initially taken for acquisition of fixed asset has been transferred to "Foreign Currency Monetary Item Translation Difference Account" (FCMITD) since subsequently the said fixed asset was disposed off. The exchange loss (net) transferred to FCMITD for the same is Rs. 522.65 Lakhs (PY Loss (net) Rs. 1,234.43 Lakhs). The balance debit amount outstanding in FCMITD as on 31st March, 2015 is Rs. 1,200.73 lakhs (PY debit amount outstanding Rs. 1,620.71 Lakhs).

ii. In view of long term interest of the company in its subsidiaries and step down subsidiaries no provision is made for diminution in value of investment, if any, in these subsidiary companies and step down subsidiary companies.

iii. Disclosures in accordance with Revised Accounting Standard (AS) -15 on "Employee Benefits":

Disclosure as required by AS-15 is as under:

(B) Defined Benefit Plans and Other Long Term Benefits:

General Description of Significant Defined Benefit Plans:

Gratuity Plan:

Gratuity is payable to all eligible employees of the company as per the provisions of the Payment of Gratuity Act, 1972. Gratuity is payable on resignation/retirement of the employee who has completed five years of continuous service.

Leave encashment:

All eligible employees can carry forward and accumulate leave upto maximum of 75 days. Encashment is allowed on Basic Salary for a minimum of 15 days and a maximum of 30 days at a time. However, encashment is subject to maintaining a minimum balance of 20 days at any given point of time.

iv. Segment Reporting

In accordance with paragraph 4 of Accounting Standard (AS) 17 ''Segment Reporting'', the company has disclosed segment result on the basis of Consolidation Financial Statements. The same are therefore not disclosed for standalone Financial Statements.

Related Party Disclosures (as per Accounting Standard (AS) 18 ''Related Party Disclosures''- As per Annexure ''A''

v. Related Party Disclosures:

(A) List of Related Parties

(I) Subsidiaries - Fellow/ Step down subsidiaries

1. Mercator International Pte Limited (MIPL) (Singapore)

2. Mercator Oil and Gas Limited (MOGL) (India)

3. Mercator Petroleum Limited (India)

4. Oorja Resources India Private Limited (India)

5. Mercator FPSO Private Limited (India)

6. Mercator Offshore Holdings Pte Limited (MOHPL) (Singapore)

7. Oorja Holdings Pte.Limited (OHL) (Singapore)

8. Mercator Energy Pte Limited (Singapore)

9. Mercator Lines (Singapore) Limited (MLS) (Singapore)

10. Mercator Projects Pte Ltd (Singapore)

(I) Subsidiaries - Fellow/ Step down subsidiaries

11. Mercator Offshore Assets Holding Pte Limited (Singapore)

12. Mercator Okwok FPU Pte Limited (Singapore)

13. Mercator Okoro FPU Pte Limited (Singapore)

14. Mercator Offshore (P) Pte Limited (Singapore)

15. Ivorene Oil Services Nigeria Limited

16. Chitra Prem Pte. Limited (Singapore)

17. Varsha Vidya Inc (Panama)

18. Panther Resources Pte Ltd (Singapore)

19. Oorja (Batua) Pte Limited (Singapore)

20. Oorja 1 Pte Limited (Singapore)

21. Oorja 2 Pte Limited (Singapore)

22. Oorja 3 Pte Limited (Singapore)

23. Oorja Mozambique Limitada (Mozambique)

24. MCS Holdings Pte Limited (Singapore)

25. PT Karya Putra Borneo (Indonesia)

26. PT Indo Perkasa (IPK) (Indonesia)

27. Oorja Indo Petangis Four (Indonesia)

28. Oorja Indo Petangis Three (Indonesia)

29. Oorja Indo KGS (Indonesia)

30. Broadtec Mozambique Minas Limitada (Mozambique)

31. PT Mincon Indo Resources (Jakarta)

32. Bima Gema Permata PT (Jakarta)

33. Nuansa Sakti Kencana PT (Jakarta)

34. MCS Fuel Trading Sdn. Bhd (Malaysia)

(II) Key Management Personnel

1. Mr. H.K Mittal- Executive Chairman

2. Mr. A.J. Agarwal- Managing Director

3. Mr. Prasad Patwardhan- Chief Financial Officer

4. Ms. Amruta Sant -Company Secretary

(III) Enterprises over which Key Management Personnel exercise significant control

1. AAAM Properties Private Limited

2. Ankur Fertilizers Private Limited

3. AHM Investments Private Limited

4. MHL Healthcare Limited

5. Papeeta Resources Pte Limited

6. Asmara Resources Private Limited ( India)

7. Prem Punita Foundation ( India)- Chartiable Trust

(IV) Enterprises over which Directors/Relative of Directors/Key Management Personnel/ Relative of Key Management Personnel exercise significant influence.

1. MLL Logistics Private Limited

2. Zicom Electronic Security Systems Limited

3. Vaitarna Marine Infrastructure Limited

4. Rishi Holding Private Limited

6. Derivative Instruments

(A) The Company uses foreign currency forward contracts to hedge its risks associated with foreign Currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

7. OTHER DISCLOSURES AND NOTES

i. The company has not received any intimation from its vendors regarding the status under the Micro and Small Enterprises Development Act 2006 and hence disclosures required under the said Act have not been made.

ii. Tonnage Tax Reserve

In terms of section 115VT of the Income Tax Act, 1961, the company is required to transfer amounts out of its profit to Tonnage Tax Reserve. During the year, the company has transferred Rs.1,030.91 Lakhs (P.Y. Rs. 150.00 Lakhs) to Tonnage Tax Reserve.

iii. Details of loans given, Investments made and guarantee given covered u/s 186(4) of the Companies Act, 2013

Loans & Advances given, Investments made and corporate guarantees taken on behalf of Subsidiaries are given under the respective head

vi. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013 as applicable, there is no amount necessary to be spent on CSR activities for the year.

8. PREVIOUS YEAR FIGURES

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure..


Mar 31, 2014

Share Capital

Terms/Rights attached to Equity shares

The company has two classes of shares referred to as equity shares having a par value of Rs. 1/- and preference shares having a par value of Rs. 100/- Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend whenever 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 any of the remaining assets of the company, after distribution of all preferetial amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

For the period of five years immediately preceding the date as at which the balance sheet is prepared:

(i) No shares were allotted pursuant to contracts without payment being received in cash.

(ii) No bonus shares were issued.

(iii) No shares were bought back.

Notes:

(i) Security details

a) Debentures referred in (A) above are secured by first mortgage on specified vessels of the company on pari-passu basis with other lenders and first pari-passu charge on the specified immovable property.

b) External Commercial Borrowings referred in (B) above are secured by exclusive charge on specified vessels of the company of which Rs. 2,704.49 lakhs (P.Y. Rs. 2,651.48 lakhs) additionally secured by charge on loan extended to subsidiary as well as charge on cash flows of specified vessels.

c) Term Loans referred in (C) above are secured by first charge on specified vessels, on pari passu basis with other lenders and includes Rs. 12,150.00 lakhs (P.Y. Rs. 13,050.45 lakhs) additionally secured by charge on loan extended to subsidiary as well as charge on cash flows of specified vessels.

d) Foreign Currency loans included in Term loans from banks in (C) are secured by first charge Rs. 29,213.06 lakhs and by second charge Rs. 3,004.99 lakhs on specified vessels of the company on pari passu basis with other lenders.

Note:

Working capital facilities from Scheduled Banks are secured by first charge on all receivables and other current assets of the company on pari-passu basis and second charge on specified vessels.

Fixed Assets

Notes

1) Includes cost of 10 shares of Rs. 50/- each fully paid in Mittal Tower Premises Co-op. Society Ltd.

2) Office premises having gross value Rs. 343.16 lakhs (P.Y. Rs. 343.16 lakhs) and accumulated depreciation Rs. 157.06 lakhs (P.Y. Rs. 147.27 /- lakhs) are given on operating Lease.

3) Other adjustments include exchange fluctation loss on Long term foreign currency loans Rs. 384.32 lakhs (P.Y. Rs. 1,404.72 lakhs)

Contingent Liabilities not provided for

(Rs. in lakhs) Current Year Previous Year

Counter guarantees issued by the Company for guarantees obtained from bank (net of margin). 7,292.86 4,191.12

Counter guarantees issued by the Company for guarantees obtained from bank on behalf of subsidiaries. 436.50 626.50

Corporate guarantees issued by the Company on behalf of subsidiaries. 1,05,813.95 99,487.87

Total 1,13,543.31 104,305.49

Claims against the Company not acknowledged as debts in respect of following items:

a) The Company received the Show Cause cum Demand notices from the Commissioner of service tax aggregating to Rs. 8,177.22 lakhs for FY 2006-07 to FY 2012-13. The Company has filed its reply against the said notices. There is no further communication for the same from the authorities. The Company is advised that the said demand is legally unsustainable and hence the Company does not expect any liability in the matter.

b) No provision has been made in respect of disputed demands from Income-tax Authorities to the extent of Rs. 10,269.30 lakhs (Rs. 5,725.26 Lakhs), since the Company has reasons to believe that it would get relief at the appellate stage as the said demands are excessive and erroneous. Against the above, the Company has already paid Rs. 2,644.38 lakhs (Rs. 1,841.77 lakhs).

Remittance in foreign currencies for dividends

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittance, if any, of foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders.

Disclosures as per Notified Accounting Standards

The Company has opted for accounting the exchange differences arising on reporting of long term foreign currency monetary items in line with the notification of Ministry of Corporate Affairs (MCA) dated March 31, 2009/December 29, 2011 on Accounting Standard (AS)-11. In line with the above notification, gains / losses arising during the year from the effect of changes in foreign exchange rates on foreign currency loans relating to acquisition of depreciable capital assets are adjusted to the cost of the fixed assets. The addition to fixed assets on account of the same is Rs. 384.32 lakhs (P.Y Rs. 1404.72 lakhs).

Exchange Fluctuation on restatement of foreign currency loan initially taken for acquisition of fixed asset has been transferred to "Foreign Currency Monetary Item Translation Difference Account" (FCMITD) since subsequently the said fixed asset was disposed off. The exchange loss (net) transferred to FCMITD for the same is Rs. 1,234.43 lakhs (PY Gain (net) Rs. 190.04 lakhs). The balance debit amount outstanding in FCMITD as on March 31, 2014 is Rs. 1,620.71 lakhs (PY credit amount outstanding Rs. 103.88 lakhs).

In view of long term interest of the Company in its subsidiaries and step down subsidiaries no provision is made for diminution in value of investment, if any, in these subsidiary companies and step down subsidiary companies.

Defined Benefit Plans and Other Long Term Benefits:

General Description of Significant Defined Benefit Plans:

Gratuity Plan:

Gratuity is payable to all eligible employees of the Company as per the provisions of the Payment of Gratuity Act, 1972. Gratuity is payable on resignation/retirement of the employee who has completed five years of continuous service.

Leave encashment:

All eligible employees can carry forward and accumulate leave upto maximum of 75 days. Encashment is allowed on Basic Salary for a minimum of 15 days and a maximum of 30 days at a time. However, encashment is subject to maintaining a minimum balance of 20 days at any given point of time.

Segment Reporting

In accordance with paragraph 4 of Accounting Standard (AS) 17 ''Segment Reporting'', the Company has disclosed segment result on the basis of Consolidation Financial Statements. The same are therefore not disclosed for standalone Financial Statements.

Related Party Disclosures (as per Accounting Standard (AS) 18 "Related Party Disclosures''- As per Annexure ''A'' A List of Related Parties

I Subsidiaries - Fellow/ Step down subsidiaries

1 Mercator International Pte Limited (MIPL) (Singapore)

2 Mercator Oil and Gas Limited (MOGL) (India)

3 Mercator Petroleum Limited (India)

4 Oorja Resources India Private Limited (India)

5 Mercator FPSO Private Limited (India)

6 Mercator Offshore Holdings Pte Limited (MOHPL) (Singapore)

7 Mercator Offshore (P) Pte Limited (Singapore)

8 Oorja Holdings Pte.Limited (OHL) (Singapore)

9 Mercator Lines (Singapore) Limited (MLS) (Singapore)

10 Mercator Offshore Limited (Singapore) - Liquidated during the year with effect from April 1, 2013

11 Ivorene Oil Services Nigeria Limited (Singapore)

12 Mercator Lines (Panama) Inc

13 Chitra Prem Pte. Limited (Singapore)

14 Oorja 1 Pte Limited (Singapore)

15 Oorja 2 Pte Limited (Singapore)

16 Oorja 3 Pte Limited (Singapore)

17 Oorja Mozambique Limitada (Mozambique)

18 MCS Holdings Pte Limited (Singapore)

19 Oorja (Batua) Pte Limited (Singapore)

20 PT Karya Putra Borneo (Indonesia)

21 PT Indo Perkasa (IPK) (Indonesia)

22 Oorja Indo Petangis Four (Indonesia)

23 Ooija Indo Petangis Three (Indonesia)

24 Oorja Indo KGS (Indonesia)

25 Broadtec Mozambique Minas Limitada (Mozambique)

26 PT Mincon Indo Resources (Indonesia)

27 Bima Gema Permata PT (Jakarta)

28 Nuansa Sakti Kencana PT (Jakarta)

29 Varsha Vidya Inc (Panama)

30 Mercator Energy Pte Limited (Singapore)

31 Mercator Offshore Assets Holding Pte Limited (Singapore)

32 Mercator Okwok FPU Pte Limited (Singapore)

33 Mercator Okoro FPU Pte Limited (Singapore)

II Key Management Personnel

1 H.K. Mittal

2 A.J. Agarwal

III Enterprises over which Key Management Personnel exercise significant control

1 AAAM Properties Private Limited

2 Ankur Fertilizers Private Limited

3 AHM Investments Private Limited

4 MHL Healthcare Limited - Formerly known as Mercator Healthcare Limited (Name changed with effect from January 1, 2014)

IV Enterprises over which Directors/Relative of Directors/Key Management Personnel/Relative of Key Management Personnel exercise significant influence.

1 MLL Logistics Private Limited

2 Zicom Electronic Security Systems Limited

3 Vaitarna Marine Infrastructure Limited -Formerly known as Vaitarna Marine Infrastructure Private Limited (Name changed with effect from May 21, 2013)

4 Rishi Holding Private Limited

5 Baronet Properties & Investments Private Limited

6 Coronet Properties & Investments Private Limited

V Relative of Key Management Personnel

1 Adip Mittal

Derivative Instruments

(A) The Company uses foreign currency forward contracts to hedge its risks associated with foreign Currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

Other Disclosures and Notes

. The Company has not received any intimation from its vendors regarding the status under the Micro and Small Enterprises Development Act 2006 and hence disclosures required under the said Act have not been made.

. Tonnage Tax Reserve

. In terms of section 115VT of the Income Tax Act, 1961, the Company is required to transfer amounts out of its profit to Tonnage Tax Reserve. During the year, the Company has transferred Rs. 150.00 Lakhs (previous year Nil) to Tonnage Tax Reserve.

. The Company had in the FY 2012-13 transferred its vessel M.T. Kamakshi Prem to a subsidiary Mercator Offshore Holdings Pte. Ltd. (MOHPL). However, since the vessel was not registered in the name of MOHPL till November 22, 2013, the incomes / expenses for operating the same were carried out in the name of the parent company on behalf of MOHPL. The same have been subsequently transferred to MOHPL.

. All assets and liabilities are classified as current or non-current as per the Company''s normal operating cycle and other criteria set out in Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, 12 months has been considered by the Company for the purpose of current - noncurrent classification of assets and liabilities.


Mar 31, 2013

CORPORATE INFORMATION

Mercator Limited was incorporated on 24th November 1983 as private limited company with name as Mercator Lines Private Limited. It was converted into limited company vide ROC approval dated 12th April 1984. The name was changed to Mercator Limited vide ROC approval dated 22nd November 2011. The Company has directly and/or through its subsidiaries diversifi ed business verticals viz. Shipping (tankers and dry bulkers), Dredging, Oil and Gas (EPCIC and E & P), Coal (Mining, Procurement and Logistics).

1.1 Segment Reporting

In accordance with paragraph 4 of Accounting Standard (AS) 17 ''Segment Reporting'', the company has disclosed segment result on the basis of Consolidation Financial Statements. The same are therefore not disclosed for standalone Financial Statements.

1.2 Related Party Disclosures (as per Accounting Standard (AS) 18 "Related Party Disclosures''- As per Annexure ''A'' A List of Related Parties

I Subsidiaries - Fellow/ Step down subsidiaries

1 Mercator International Pte Limited (MIPL) (Singapore)

2 Mercator Oil and Gas Limited (MOGL) (India)

3 Mercator Petroleum Limited (India)

4 Oorja Resources India Private Limited (India)

5 Mercator FPSO Private Limited (India)

6 Mercator Offshore Holdings Pte Ltd. (MOHPL) (Singapore)

7 Mercator Offshore (P) Pte Ltd. (Singapore)

8 Oorja Holdings Pte. Ltd. (OHPL) (Singapore)

9 Mercator Lines (Singapore) Ltd. (MLS) (Singapore)

10 Mercator Offshore Ltd. (Singapore)

11 Ivorene Oil Services Nigeria Ltd. (Singapore)

12 Varsha Marine Pte. Ltd. (Singapore) - Liquidated during the year with effect from 11th Jan 2013

13 Vidya Marine Pte. Ltd. (Singapore) - Liquidated during the year with effect from 11th Jan 2013

14 Mercator Lines (Panama) Inc

15 Chitra Prem Pte. Ltd. (Singapore)

16 Target Ship Management Pte. Ltd. (Singapore) - Ceased to be subsidiary from 15th March 2013

17 Oorja 1 Pte. Ltd. (Singapore)

18 Oorja 2 Pte. Ltd. (Singapore)

19 Oorja 3 Pte. Ltd. (Singapore)

20 Oorja Mozambique Limitada (Mozambique)

21 MCS Holdings Pte. Ltd. (Singapore)

22 Oorja (Batua) Pte. Ltd. (Singapore)

23 PT Karya Putra Borneo

24 PT Indo Perkasa (IPK)

25 Oorja Indo Petangis Four (Indonesia)

26 Oorja Indo Petangis Three (Indonesia)

27 Oorja Indo KGS (Indonesia)

28 Broadtec Mozambique Minas Limitada (Mozambique)

29 PT Mincon Indo Resources (Jakarta)

30 Bima Gema Permata PT (Jakarta)

31 Nuansa Sakti Kencana PT (Jakarta)

32 Varsha Vidya Inc (Panama)

II Key Management Personnel

1 H.K Mittal

2 A.J. Agarwal

III Enterprises over which Key Management Personnel exercise signifi cant control

1 AAAM Properties Private Limited

2 Ankur Fertilizers Private Limited

3 AHM Investments Private Limited

4 Mercator Healthcare Limited

IV Enterprises over which Directors/Relative of Directors/Key Management Personnel/Relative of Key Management Personnel exercise signifi cant infl uence.

1 MLL Logistics Private Limited

2 Zicom Electronic Security Systems Limited

3 Vaitarna Marine Infrastructure Private Limited

4 Rishi Holding Private Limited

V Relative of Key Management Personnel

1 Adip Mittal

1.3 Derivative Instruments

(A) The Company uses foreign currency forward contracts to hedge its risks associated with foreign Currency fl uctuations relating to certain fi rm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company''s Risk Management Policy. The Company does not use forward contracts for speculative purposes.

2. OTHER DISCLOSURES AND NOTES

2.1 The company has not received any intimation from its vendors regarding the status under the Micro and Small Enterprises Development Act 2006 and hence disclosures required under the said Act have not been made.

2.2 Tonnage Tax reserve

In terms of section 115VT of the Income Tax Act, 1961, the company is required to transfer amounts out of its profi t to Tonnage Tax Reserve. In view of NIL "Income from shipping" (As defi ned u/s 115V – I sub clause (i) and (ii) of Income Tax Act, 1961), there is no transfer during the year as well as in the previous year to the Tonnage Tax Reserve.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfi llment of conditions stipulated in the circular. The Company has satisfi ed the conditions stipulated in the circular and hence is entitled to the exemption. Necessary Information relating to the subsidiaries has been included in the Consolidated Financial Statements.

3. All assets and liabilities are classifi ed as current or non-current as per the Company''s normal operating cycle and other criteria set out in Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, 12 months has been considered by the Company for the purpose of current – noncurrent classifi cation of assets and liabilities.

4. PREVIOUS YEAR FIGURES

Previous year''s fi gures have been regrouped / reclassifi ed wherever necessary to correspond with the current year''s classifi cation / disclosure.


Mar 31, 2010

1. Contingent Liabilities not provided for

(Amount Rs. In Lacs)

Particulars Current Year Previous Year

Counter guarantees issued by the Company for guarantees 2,305.53 1,632.09 obtained from bank

Corporate guarantees issued by the company on behalf of 19,635.90 88,398.25

wholly owned subsidiaries

TOTAL 21,941.43 90,030.34

2. During the year company has received Show Cause cum Demand notices from the Commissioner of service tax aggregating to Rs. 4,260 lacs from the F.Y. 2006-2007 to 2008-09. The Company has filed reply against the said notices. The company is advised that the said demand is legally unsustainable and hence the Company does not expect any liability in the matter.

3. No provision has been made in respect of disputed demands from Income-tax Authorities to the extent of Rs. 37.73 Lacs, since the company has reasons to believe that it would get relief at the appellate stage as the said demands are excessive and erroneous.

4. a) Estimated amount of contracts remaining to be executed on capital accounts and not provided for (net of advances) as at March 31, 2010 Rs. NIL (Rs. 34,707.63 Lacs).

b) Estimated amount of commitment outstanding towards contribution to Milestone Domestic Fund is Rs. NIL (Rs. 125.00 Lacs).

5. In view of long term interest of the company in its subsidiaries and step down subsidiaries no provision is made for diminution in value of investment if any, in these subsidiary companies and step down subsidiary companies.

6. a) During the year the company raised Foreign Currency Loans aggregating to NIL (USD 25 Mn.)

b) The Company established Letters of Credit aggregating to Rs. 3,720.72 Lacs (Rs. 74,629.11 Lacs). The same has been utilized for acquisition of vessels.

7. The company has not received any intimation from its vendors regarding the status under the Micro and Small Enterprises Development Act 2006 and hence disclosures required under this act have not been made.

8. The balance in the Exchange Earners Foreign Currency account is maintained in US Dollars and shown in equivalent Indian Rupees. The balance in the said account as at the Balance Sheet date was USD 218.87 Lacs (Previous Year USD 40.51 Lacs)

9. Details of bank balances with Foreign Banks

*During the year Directors were entitled to higher remuneration as per the appointment contract approved by members in the Annual General Meeting held on September 26, 2007. The terms of the said contract are proposed to be revised at the forthcoming AGM of the Company. The remuneration paid as above is as per proposed revision which is in accordance with provisions of the Companies Act, 1956 and Schedule XIII thereto.

10. Segment Reporting

As permitted by paragraph 4 of AS 17 segment reporting the company has disclosed segment result on the basis of consolidation financial statement. The same are not disclosed for stand alone financial statements.

11. Related Party Disclosures A List of Related Parties

I Subsidiaries

1 Mercator International Pte Limited (MIPL) - Singapore

2 Mercator Oil and Gas Limited (MOGL) - India

3 Mercator Petroleum Private Limited (MPPL) - India

4 Mercator Offshore Holdings Pte Ltd (MOHPL) - Singapore

5 Mercator Offshore (Nigeria) Pte Ltd (MONPL) - Subsidiary of MIPL

6 Oorja Holdings Pte.Limited. (OHL) Singapore - subsidiary of MIPL

7 Mercator PH (Dutch) Holding BV (Netherlands) - Subsidiary of MIPL

8 Mercator Petroleum( Romania) Pte Ltd - Subsidiary of MIPL

9 Mercator Lines Singapore Pte Ltd (MLS) - Subsidiary of MIPL

10 Mercator Offshore Ltd Singapore - Subsidiary of MOHPL

11 Mercator Petroleum (Turkey) BV (Netherlands) - Subsidiary of Mercator PH (Dutch) Holding BV (Netherlands)

12 Varsha Marine Pte Ltd (Singapore) - Subsidiary of MLS

13 Vidya Marine Pte Ltd (Singapore) - Subsidiary of MLS

14 Mercator Lines (Panama) Inc - Subsidiary of MLS

15 Oorja 1 Pte Ltd (Singapore) - Subsidiary of OHL

16 Oorja 2 Pte Ltd (Singapore) - Subsidiary of OHL

17 Oorja 3 Pte Ltd (Singapore) - Subsidiary of OHL

18 Oorja Mozambique Limitada (Mozambique) - Subsidiary of OHL

19 MCS Holdings Pte Ltd (Singapore) - Subsidiary of OHL

20 Oorja Indo Petangis Four (Indonesia) - Subsidiary of Oorja 1 Pte Ltd.

21 Oorja Indo Petangis Three (Indonesia) - Subsidiary of Oorja 2 Pte Ltd.

22 Oorja Indo KGS (Indonesia) - Subsidiary of Oorja 3 Pte Ltd

23 Broadtec Mozambique Minas Limitada (Mozambique) - Subsidiary of Oorja Mozambique Limitada

24 PT Mincon Indo Resources (Jakarta) - Subsidiary of Oorja Indo Petangis Three (Indonesia).

II Promoter Group Companies

1 MLL Logistics Private Limited

2 Mercator Mechmarine Limited

3 Mercator Healthcare Limited

4 Ankur Fertilizers Private Limited

5 Rishi Holding Private Limited

6 AHM Investments Private Limited.

7 Oorja Resources India Pvt Ltd

8 AAAM Properties Pvt Ltd

9 MMAXX Dredging Pvt Ltd

10 Mech Marine Engineers Pvt Ltd

11 Oilmax Energy Pvt Ltd

12 Optimum Oil & Gas Ltd

13 CMA Constructions & Properties Pvt Ltd

III Directors of the Company

1 H.K Mittal

2 A.J Agarwal

3 Manohar Bidaye

4 Anil Khanna

5 M.G Ramakrishna

6 K.R Bharat

7 Kapil Garg

IV Key Management Personnel

1 H.K Mittal

2 A.J. Agarwal

V Relative of Key Management Personnel 1 Adip Mittal

General Description of leasing arrangement

(i) Leased Assets-. Premises, Godown ,

(ii) Future lease rentals are determined on the basis of agreed terms

12. In the Previous Year the company had opted for accounting the exchange differences arising on reporting of long term foreign currency monetary items in line with the notification of Ministry of Corporate Affairs (MCA) dt. 31st March 2009, on Accounting Standard (AS)-11. In line with the above notification:

a) Gains arising during the year from the effect of changes in foreign exchange rates on foreign currency loans relating to acquisition of depreciable capital assets, amounting to Rs.11,685.99 lacs are deducted from the cost of assets.

b) During the year the balance in the Foreign Currency Monetary Item Translation Difference Account of Rs.28.80 lacs has been transferred to Profit and Loss account.

13. Derivative Instruments

The Company uses foreign currency forward contracts to hedge its risks associated with foreign Currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Companys strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Companys Risk Management Policy. The Company does not use forward contracts for speculative purposes. There are no outstanding Forward Exchange Contracts entered into by the Company as on 31st March 2010.

14. During the year the Company has appointed full-time Company Secretary with effect from January 27, 2010, as required under section 383A of the Companies Act, 1956.

15. Previous years figures have been regrouped / rearranged wherever necessary.

 
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