Mar 31, 2022
Other Notes
(i) Property, plant and equipment are free from any encumberances.
(ii) Refer Note No. 37(b) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(iii) Gross Block of Buildings as at March 31,2022 includes value of offices, residential flats and garages in co-operative societies/proposed co-operative societies/association of apartment owners aggregating Rs. 0.03 crore at cost (March 31, 2021 - Rs. 6.33 crore [including cost of shares in co-operative societies Rs. 500/- (March 31, 2021- Rs.7,000/-)].
(iv) Property Plant & Equipment include borrowing costs of Rs.0.42 crore capitalised during the year (March 31, 2021 Rs. 0.39 crore).
(v) Capital work in progress comprises of Property, Plant & Equipment under construction and pre-operative expenses & interest pending allocation.
(vi) The Company has not revalued any of its property, plant and equipment and its right of use assets.
(vii) The Company does not hold any Benami Property and does not have any proceedings initiated or pending for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.
(viii) All immovable properties are held in the name of the Company.
(a) (i) The Company has opted to measure its non-current investments in equity shares in Subsidiary Companies at Fair
value through Other Comprehensive Income (FVTOCI) while investments held in Joint Ventures are measured at Fair value through Profit or Loss (FVTPL).
(ii) Accordingly, other income and OCI for the year includes Rs.0.04 crore (loss net) and Rs. 0.96 crore (loss net) (202021 - Rs. 4.82 crore (gain net) and Rs. 3.36 crore (loss net)) respectively towards change in fair value of non-current investments.
(iii) During the year the Company disposed off the balance 21% of the equity stake of 51% (8,733,006 shares ) held in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April, 2021 for a consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report .
(b) The Company has an investment of Rs. 26.25 crore (Previous Year Rs. 26.25 crore) in equity shares of Mukand Global Finance Limited (MGFL), a wholly owned subsidiary. On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the exposure of Rs. 26.25 crores has been accounted through FVTOCI in earlier years.
(c) The Company had an investment of Rs. 61.63 crore in equity shares of Vidyavihar Containers Ltd. (VCL) a wholly owned subsidiary and had provided for diminution in the value of investments upto an amount of Rs. 27.73 crore upto March 31, 2017. On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the balance of Rs. 33.90 crore has been accounted through FVTOCI in earlier years. In the previous year the Company divested 11,976,756 shares in VCL to Sidya Investments Pvt Ltd for a consideration of Rs.1 per share. The resultant income had been accounted in OCI.
(d) During the year ended March 31,2022, Mukand Vini Mineral Limited has been struck off from the Registrar of Companies (ROC)
(a) No loans due by directors or other officers of the Company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member.
Short Term Loans and Advances, Trade Receivables, non-current investments etc.
(b) The investments in and debts / advances due from Bombay Forgings Limited (BFL) was at Rs 16.54 Crore (net of amounts written off / provision for expected credit loss) as at 31st March 2022 as against Rs. 31.57 Crore (net of amounts written off) as at 31st March 2021. The management, considering the value of unencumbered fixed assets of BFL, considers the balance dues to be ''Good'' and adequately covered and barring unforeseen circumstances expects full realisability of the same in future.
(c) For details of loans and advances given to related parties, please refer Note No. 39.
(d) Details of loans and advances in the nature of loans recoverable from subsidiaries/associates and shares held by loanees (stipulated under Regulation 34 (3) and 53 (f) of the Listing Obligations and Disclosure Requirements Regulations, 2015) is as given below:
(e) There are no loans or advances in the nature of loans granted to Promoters, Directors, KMP''s and their related parties (as defined under Companies Act,2013) either severally or jointly with any other person, that are :
(i) repayble on demand ; or
(ii) without specifying any terms or period of repayment.
(f) The Company have 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:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(g) The Company have 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 Company shall:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b. Terms / rights attached to equity shares:
The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees in accordance with its dividend distribution policy. The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). Companies are now required to pay/distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors in its meeting held on May 17, 2022 recommended a dividend on equity shares @ Re 1.50 per share for financial year 2021-22
During the year ended 31 March 2022, the amount of dividend per share recognized as distribution to equity shareholders was Rs. 1/- as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the Shareholders at its meeting held on September 18, 2021.
The Dividend paid for the previous year and proposed for the current year is in compliance with Section 123 of the Act.
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. The distribution will be in proportion to the number of equity shares held by the shareholders.
c. The Company does not have any holding company.
d. There are no bonus shares issued nor any shares issued for consideration other than cash nor any shares bought back during the period of five years immediately preceding the reporting date.
Capital Redemption Reserve is created by the Company for redemption of preference share from its profits.
Securities premium is received from the shareholders of the Company on issue of shares. The reserve is utilised as per the provisions of the Companies Act, 2013.
General Reserves is created out of net profits of the Company by way of appropriation of profits.
Retained earnings are the balance (debit /credit) in the statement of profit and loss.
(I) Terms of redemption of 0.01% CRPS
Pursuant to the order of the Hon''ble High Court of Judicature at Bombay dated October 14, 2003, the Company had cancelled 221^ equity shares issued and unallotted and reduced 20% of the then outstanding equity shares amounting to 5,626,320 equity shares. In lieu of cancelled shares, the company has issued 5,626,320 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each entitled for cumulative Preference dividend of 0.01% p.a. and redeemable in five equal annual installments starting from September, 2019. Accordingly, the Company has redeemed Rs. 2/- per share on September 27th, 2019, Rs 2/- per share on 30th September 2020 and Rs. 6/- per share on 30th September 2021 out of the proceeds received from issue of 8% CRPS during the financial year 2019-20 (Rs.2 called up in FY 2019-20, Rs.2 called up in FY 2020-21 and Rs.6 called up in FY 2021-22) by the Company.
(II) Company allotted 56,26,320, 8% Cumulative Redeemable Preference Shares (CRPS) of Rs. 10 each on private placement basis to the following members belonging to the Promoter Group entities. Rs.10/- has been called up on these shares. These CRPS will be redeemed at Par in one or more installments. These CRPS shall have a maximum term of 20 years from the date of allotment and shall be redeemed at the option of the Company after expiry of 5 years from the date of allotment, but before expiry of 20th year from the date of allotment. In the event of liquidation of the Company before redemption, the holders of CRPS will have priority over equity shares in the payment of dividend and repayment of capital.
b Shareholding of the Promoters in 8% CRPS is as shown above
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.
(III) The Board of Directors in its meeting held on May 17, 2022 recommended a dividend (on paid up basis) @ 0.01% & 8% on respective CRPS for financial year 2021-22
During the year ended 31 March 2022, the amount of CRPS dividend recognized as distribution to CRPS holders was at 8% / 0.01% as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the shareholders at its meeting held on September 18, 2021.
(IV) For details of loans received from related parties, refer Note No. 39.
(V) Long Term Loan of Rs 1,000 crores availed from the Bank is repayable in one installment on 22-Sep-22 and hence shown as current maturities of long term debt in Current Borrowings. The interest rate on this is linked to 3 months T Bill spread.
(VI) The Company has not defaulted in the payment of interest and installments of the loans as at 31st March, 2022.
(VII) Disclosure with respect to monthly/quarterly statement of Current assets filed with Bank (Refer Note 49 VI)
(VIII) The Company has created / modified the charges with the Registrar of Companies within the statutory period except in the one case where the charge is yet to be satisifed with Registrar of Companies, despite repayment of the underlying loans. The Company is in the process of filing the charge satisfaction e-form with MCA.
(21) Short Term Borrowings - Security:
a Working Capital Facilities at Note No. 21(I) and non-funded facilities from the Banks were secured during the previous year by hypothecation of stocks (excluding machinery spares) and book debts. The said facilities were also secured by way of against first pari passu charge against mortgage/ hypothecation of Company''s 87 acres 4 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its plant at Kalwe and Dighe, Dist. Thane, in the State of Maharashtra and 184 acre 36 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its existing steel plant at Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka.
Assets excluded from security given to secured lenders during the previous year at Note No. 21 were as under:
60 acres, 36 gunthas, 8 annas of land at Kalwe and Dighe, Dist. Thane in the State of Maharashtra. 43.14 acres of Leasehold land at Sinnar, Dist. Nashik in the State of Maharashtra. 161.47 acres of land in the state of Jharkhand, for Company''s projects in that state.
Ultrasonic Testing machine at Ginigera / Kankapura, District Ginigera in the State of Karnataka.
All other Property Plant & Equipment situated at locations other than its plant at Kalwe, Dighe Thane in the state of Maharashtra and its existing steel plant at Ginigera in the state of Karnataka.
b The Company has not defaulted in the payment of interest and installments of the loans as at 31st March 2022.
The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022 and March 31, 2021. The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents & Current Investments. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
(v) The arrears of dividend as on 31-03-21 on 0.01% preference shares for FY 2019-20 Rs.5,064/-,FY 2018-19 Rs.5,627/-, FY 2017-18 Rs.5,627/-, FY 2016-17 Rs.5,627/-, FY 2015-16 Rs.5,627/- and FY 2014-15 Rs. 5,627/-and on 8% preference shares for FY 2019-20 Rs.4,64,863/- in view of amendment to section 123 of the Companies Act, 2013 have been paid during 2021-22 after the approval by shareholders.
(vi) Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by Staff and Officers'' Association is pending at different stages in proceedings under The Industrial Disputes Act, 1947. Bulk of these employees are statutorily not covered by The Payment of Bonus Act, 1965 and many of the employees are also not covered by The Industrial Disputes Act, 1947. Liability arising there from cannot therefore be determined at present.
(vii) Government of Maharashtra had served a Demand Notice on the Company for payment of electricity duty for power generated during the period 01.04.2000 to 30.04.2005 and penal interest thereon in Company''s Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition filed by the Company was disposed by the Hon''ble Bombay High Court on 7th November, 2009 quashing the said Demand Notice. Government of Maharashtra has however, filed an appeal in the Supreme Court of India against the aforesaid judgment of High Court.
(viii) A claim towards difference in price of calibrated iron ore for the period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07 crore has been raised by a supplier in March 2007. The Company has been legally advised that the supplier cannot seek this price revision under a concluded agreement and hence no provision is made in the Accounts for the same. The issue along with method of review and re-fixing of price of calibrated iron ore effective on 1st of April each year in terms of agreement is referred to an arbitral tribunal whose award was pronounced on 28th February 2014. In terms of the said award, the supplier is directed to re-compute amount payable by the Company. The supplier has revised the claim amount in December 2020 to Rs. 19.71 Crores. Moreover, the said supplier has also increased the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter w.e.f. 1st April, every year. This issue too was settled by the aforesaid arbitral tribunal. However, pending such determination of final price, the supplier has raised invoices at an ad-hoc interim mutually agreed price on the marketing contractor who in turn, has billed the Company at the same price and the liability, has been fully accounted for. An appeal preferred for challenging the said arbitration award was rejected by the City Civil Court in January 2019. The marketing contractor has gone in appeal against the decision of the City Civil Court before the High Court of Karnataka. The appeal is pending disposal.
(d) The Company had, during the Financial Year 1998-99, entered into a strategic alliance with Kalyani Steels Limited to set-up a steel plant to be operated by a company - Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels Limited are shared on the basis stipulated in the relevant Agreements, and its accounting in the books of the Company is carried out, accordingly.
Wherever, due to the terms of the alliance, estimations are required to be made in respect of expenses, liabilities, production, etc., the same have been relied upon by the auditors, being technical matters.
(41) The petitions filed with National Company Law Tribunal (NCLT) for Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited (MGFL) with the parent company, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT after close of the year on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies. Therefore, the current financial statements do not include effect of amalgamation of these Companies.
(42) (I) In accordance with Indian Accounting Standard - 108 âSegment Reportingâ, segment information has been given in
the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
(II) Impact analysis on account of COVID-19 pandemic - The second COVID-19 wave posed a downside risk to economic activity during the quarter of the year. Its impact was muted compared with that of the first wave a year ago. The Management expects that considering the nature of its business operations, existing customer and supplier relationships, impact on its business operations, if any, arising from COVID-19 pandemic will not be significant in the long run and will be able to recover carrying amount of all its assets as appearing in the financial statements and meet its entire financial obligations in the near future. The impact of COVID 19 pandemic may be different from that estimated as at the date of approval of these financial statements. The Management will continue to monitor any material changes to future economic conditions.
(III) Monetization of assets:
During the year under report the Company has :
i) Disposed off 21% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April
2021 for a total consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report.
ii) Received on 30th April 2021 Rs.8.07 crore from MIFZE towards repatriation of capital (4 shares of 1 Million Dhiram each). MIFZE is in the process of closing down its operations and subsequent liquidation.
iii) Executed an Agreement for Sale (AFS) on March 2, 2022, of land of the Company admeasuring approx. 47 acres situated at Kalwe and Dighe, in Thane district for a consideration of Rs. 806.14 crore. Of this, part consideration of Rs.161.23 crore, (being a sum equivalent to 20% of the sale consideration) has been deposited by the purchaser as earnest money deposit, in an escrow account. The aforesaid sale is subject to fulfilment of certain conditions precedent by the parties. Amount realized from above disposal will be mainly utilized to repay debt / other interest-bearing liabilities and this will entail substantial reduction in the yearly interest costs. As at the March 31,
2022 the carrying value of the said land (including capitalized value of improvement) of Rs.106.17 crore is shown as ''Assets held for Sale'' in accordance with Ind AS-105.
iv) Executed a Conditional Agreement for Sale of a residential flat at Mumbai on December 10, 2021 for a consideration of Rs.15 crore. Of this, part consideration of Rs.1.50 crore (being a sum equivalent to 10% of the sale consideration) has been received by the Company as an Earnest Money Deposit. As at the March 31, 2022 the carrying value of the said flat of Rs.1.68 crore is shown as ''Assets held for Sale'' in accordance with Ind AS-105.
The Company has recognised and measured the Right of Use (ROU) asset and lease liability over the lease period. The Company elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option (short-term leases), and lease contracts for which the underlying asset is of low value (low-value assets).
(43) Employee Benefits(a) Long term employee benefit obligations
The leave obligations cover the Company''s liability for earned leave and sick leave.The compensated absences charged/(written back) in the Statement of Profit and Loss for the year ended March 31, 2022 based on actuarial valuation is Rs. (1.99) Crore (March 31, 2021 Rs. 0.51 crore).
(b) Post employment obligations Defined contribution plans
The Company also contributes on a defined contribution basis to employees'' provident fund and superannuation fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund (an exempted Trust). The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The Company provides for gratuity for employees as per Company''s Scheme/s. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month and as per the Schemes applicable to those employees. The gratuity plan is a funded plan. The scheme is funded with Life Insurance Corporation in the form of a qualifying insurance policy.
The actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
a) The rate used to discount post employment benefit obligations is determined by reference to market yields at the end of the reporting period on government bonds.
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
c) The gratuity fund is managed by Life Insurance Corporation and details of fund invested by insurer are not available with Company.
d) The Company expects to make a contribution of Rs. 4.91 Crore to the defined benefit plans (gratuity - funded) during the next financial year.
e) The average duration of the defined benefit plan obligation at the end of the reporting period is 7 years.
Risk exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumptions. Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time) and Company''s Schemes for different category of employees. There is a risk of change in regulations requiring higher gratuity payouts.
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to the market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
The following methods and assumptions were used to estimate the fair values:
a) The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances if required, are taken to account for expected losses of these receivables.
c) The fair values for investment in equity shares other than subsidiaries were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
(47) Financial Risk Management
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee periodically reviews the adequacy and efficacy of the overall risk management system. The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial statements.The Company has exposure to the following risks arising from financial instruments:
⢠Credit risk
⢠Liquidity risk and
⢠Market risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
i Trade and Other receivables
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a ''roll rate'' method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
The ageing analysis of trade receivables (net of provision) has been considered from the date the invoice falls due.
The Company held cash and cash equivalent and other bank balance of Rs. 208.24 crores at March 31, 2022 [including Rs. 161.46 crores being Short Term Fixed Deposit Escrow Account] (March 31, 2021: Rs. 35.99 crores). The same are held with banks with good credit rating.
B Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.
Market risk is the risk that changes in market prices, such as interest rates (interest rate risk), will affect the company''s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligation at floating interest rates. The company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
II The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
III The Company have no 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, 1961).
IV The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
V The Code on Social Security, 2020 (''Code'') has been notified in the Official Gazette in September 2020 which could impact the contribution by the Company towards certain employment benefits. The effective date from which the changes and rules would become applicable is yet to be notified. Impact of the changes will be assessed and accounted in the relevant period of notification of relevant provisions.
VI Disclosure with respect to monthly/quarterly statement of Current assets filed with Bank
The Company has filed, monthly/quarterly returns or statements read with subsequent revision, with the banks in compliance with the sanctioned facilities, which are in agreement with books of accounts at the time of filing with respective banks.
VII In view of the aggregate losses as calculated in accordance Sec 135 and 198 of the companies Act, 2013 during last 3 years immediately preceding financial years, the Company is not required to incur any expenditure in pursuance of the CSR policy for the FY 2021-22.(Previous year : NIL).
(50) Previous year''s figures have been regrouped/recast wherever necessary.
Mar 31, 2018
(1) Background of the Company
Mukand Limited (âthe Companyâ) is a public limited company, incorporated and domiciled in India which mainly deals in manufacture of special alloy steel/ stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment and other industrial machinery and comprehensive engineering services. The registered office of the Company is located at Bajaj Bhawan, Jamnalal Bajaj Marg 226, Nariman Point, Mumbai. The Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
The standalone financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on May 29, 2018.
Notes
(a) (i) During the Year, the Company has opted to measure its non-current investments in equity shares in Subsidiary Companies at Fair value through
Other Comprehensive Income (FVTOCI) while investments held in Joint Ventures are measured through Profit or Loss (FVTPL), from April 1, 2016, the transition date for Ind-AS. Accordingly, the resultant impact has been considered in the opening reserves for the effects arising for the period till April 1, 2016 and for the period thereafter in OCI or the Profit or Loss as the case may be. Also refer Note No 46
(ii) Mukand Sumi Special Steel Limited( earlier known as Mukand Alloy Steel Limited ), which was a subsidiary till 30-Mar-18 and became a Joint Venture w.e.f. 30-Mar-18, the effects of fair value have been considered in the FVTOCI and Profit or Loss, respectively
(iii) Accordingly, other income and OCI for the Year includes Rs. 263.59 Crore and Rs.39.71 Crore respectively towards change in fair value of noncurrent investments.
(b) The Company has an investment of Rs.26.25 crore (Previous Year Rs.26.25 crore) in equity shares of Mukand Global Finance Limited (MGFL), a wholly owned subsidiary.On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the exposure of Rs. 26.25 Crores has been accounted through FVTOCI. Also refer Note No. 46
(c ) The Company has an investment of Rs.61.63 crore in equity shares of Vidyavihar Containers Ltd. (VCL) a wholly owned Subsidiary and had provided for diminution in the value of investments upto an amount of Rs.27.73 crore upto 31st March 2017.On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the balance of Rs. 33.90 Crores has been accounted through FVTOCI.
a No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Further no trade or other receivable are due from firms or private companies respectively in which any director is a partner, or director or member.
b The companyâs exposure to credit risk and loss allowances related to trade receivables are disclosed in Note 47.
c For receivables secured against borrowings, see Note 17 & 20
d For receivables due from related parties, refer Note 39
(a) No loans due by directors or other officers of the company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member.
(b) The Company had outstanding balances of loans amounting to Rs.13.23 crore due from Vidyavihar Containers Ltd, a wholly owned Subsidiary, which has been written off during the year ended 31-Mar-18 and provision for Expected Credit Loss made earlier has been written back.
Short Term Loans and Advances, Trade Receivables, non-current investments etc.
(c) The Company has investments of Rs. 0.19 crore (31-Mar-17 Rs.0.19 crore; 01-Apr-16 Rs 0.19 crore) in equity shares of Bombay Forgings Limited (BFL), and has trade receivables/ advances recoverable from BFL which stood at Rs.86.30 crore as at 31-Mar-18 (31-Mar-17 Rs. 81.82 crore; 01-Apr-16 Rs Rs 78.09 crore) (collectively referred to as âExposuresâ). Net worth of BFL has turned positive and BFL is no longer a sick industrial company. BIFR has discharged BFL from the purview of provisions of SICA. The management, considering its long term view on the âExposuresâ relies upon the valuation of unencumbered fixed assets of BFL as at 31st March, 2018 which was at Rs. 69.24 crore , value of current assets aggregating Rs.54.10 crores and future earnings from the ongoing business of BFL. The management considers the balance âExposuresâ to be âGoodâ at the close of the year and adequately covered and barring unforeseen circumstances expects full realisability of the same in future.
(d) For details of loans and advances given to related parties, please refer Note No. 39.
(e) Details of loans and advances in the nature of loans recoverable from subsidiaries/associates and shares held by loanees (stipulated under Regulation 34 (3) and 53 (f) of the Listing Obligations and Disclosure Requirements Regulations, 2015).
b. Terms / rights attached to equity shares
The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share 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, except in case of interim dividend.
During the year ended 31 March 2018, the amount of dividend per share recognized as distribution to equity shareholders was Rs. Nil (31 March 2017 : Rs. Nil) (31 March 2016 : Rs. Nil)..
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. The distribution will be in proportion to the number of equity shares held by the shareholders.
c. The Company does not have any holding company.
d. There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.
e. Details of shareholders holding more than 5% shares in the company.
f. There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment.
g. There are no unpaid calls from any Director and officer.
h. 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.
(II) Terms of redemption of CRPS
Pursuant to the order of the Honâble High Court of Judicature at Bombay dated October 14, 2003, the Company had cancelled 22^ equity shares issued and unallotted and reduced 20% of the then outstanding equity shares amounting to 5,626,320 equity shares. In lieu of cancelled shares, the company has issued 5,626,320 0.01% Cumulative Redeemable Preference Shares of Rs.10/- each entitled for cumulative Preference dividend of 0.01% p.a. and redeemable in five equal annual installments starting from September. 2019. In the event of liquidation of the company before redemption, the holders of CRPS will have priority over equity shares in the payment of dividend and repayment of capital.
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.
(III) For details of loans received from related parties, please refer Note No. 39.
(IV) The Company has not defaulted in the payment of interest and installments of the loans as at 31-Mar-18.
(2) SHORT TERM BORROWINGS - SECURED Working Capital Facilities
a. Working Capital Facilities from the Banks and other non-funded facilities are secured by hypothecation of stocks (excluding machinery spares) and book debts. The said facilities are also secured by way of second and subservient pari passu charge against the same assets as given to lenders as shown at Note No. 17 (I) (1).
Assets excluded from security given to secured lenders at Note No. 17 & 20.
Note : Security given for the term loans at Note No. 17 (I), and working capital facilities mentioned above exclude :
50 acres, 4 gunthas, 8 annas of grant land at Kalwe and Dighe, Dist. Thane in the State of Maharashtra.
Leasehold land at Dighe, Thane, as it is mortgaged to Lenders covered at Note No.17 (I) (2) (I) to (XII)
48.90 acres of Freehold land acquired at Ginigera / Kankapura, District Ginigera in the State of Karnataka.
Plant and Machinery of Sinter Plant, Hot Blast Stove and Pulverising Plant at Ginigera / Kankapura, District Ginigera in the State of Karnataka is given as security to lenders covered at Note No. 17 (I) (2) (XVIII).
Plant and Machinery at Ginigera / Kankapura, District Ginigera in the State of Karnataka is given as security to lenders covered at Note No.17 (I) (2) (XIX).
161.47 acres of freehold land in the state of Jharkhand, for Companyâs projects in that state.
Plant and machinery and other moveable assets of captive power plant at Ginigera/Kanakapura, Dist. Ginigera in State of Karnataka.
All other Property Plant & Equipment situated at locations other than its plant at Kalwe, Dighe Thane in the state of Maharashtra and its existing steel plant at Ginigera in the state of Karnataka.
b. The Company has not defaulted in the payment of interest and installments of the loans as at 31-Mar-18.
(a) Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be settled in the next financial year. Management estimates the provision based on historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
(b) The Company in previous years executed road construction projects in the state of Uttar Pradesh with National Highway Authority of India (NHAI) along with Centrodorstroy (CDS), Russia. The exposure on this account as at 31st March 2018 aggregated Rs.123.97 Crore as compared to Rs.113.54 Crore as at 31st March 2017. The outcome of the Road Construction activity cannot be estimated with certainty at present. The amount of total claims excluding interest with NHAI now aggregates Rs.288.23 Crore (as at 31.03.2017: Rs.288.42 Crore). Considering the bulk of these claims are now being processed at various appellate fora and all the losses expected are already recognized till the close of the period, in the opinion of the management, all the claims are fully realizable as also opined by a legal Consultant. These claims are likely to be realized progressively over a period of next 2 to 3 years.
(c) Disclosure regarding Income from Contracts of Industrial Machinery Division to which Ind AS 11 applies :
(3) CAPITAL MANAGEMENT
The primary objective of the Companyâs capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018, March 31, 2017 and as at April 1, 2016.
The Company monitors capital using a ratio of âadjusted net debtâ to âequityâ. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and bank balances . Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
(e) The Company had, during the Financial Year 1998-99, entered into a strategic alliance with Kalyani Steels Limited to set-up a steel plant to be operated by a company - Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels Limited are shared on the basis stipulated in the relevant Agreements, and its accounting in the books of the Company is carried out, accordingly.
Wherever, due to the terms of the alliance, estimations are required to be made in respect of expenses, liabilities, production, etc., the same have been relied upon by the auditors, being technical matters.
(4) RELATED PARTY DISCLOSURES
(a) Relationship :
(i) Subsidiaries:
Mukand Global Finance Ltd., Mukand International Ltd. (MIL), Vidyavihar Containers Ltd. (VCL), Mukand International FZE (MIFZE), Mukand Alloy Steels Ltd.upto 30-3-2018 ( now known as Mukand Sumi Special Steel Limited), Mukand Vijayanagar Steels Ltd., w.e.f. 30-12-2016 and upto 1-1-2017 and now amalgamated into Mukand Alloy Steel Limited, Whiteleaf Heavy Machinery Pvt.Ltd.,(now known as Mukand Udyogik Yantra Private Limited) upto 28-02-2018, Technosys Industrial Machinery Pvt Ltd.(now known as Mukand Heavy Machinery Private Limited), upto 28-02-2018.
(ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless India Ltd. (SIL),
(iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML).Mukand Sumi Metal Processing Ltd (MSMPL), Mukand Sumi Special Steel Ltd (earlier known as Mukand Alloy Steels Ltd.) with effect from 30-Mar-18 , Hospet Steels Ltd. (HSL).
(iv) Key Management Personnel:
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah , Prakash Vasantlal Mehta, Vinodchand Sakarchand Shah(Expired on April 8,2018) , Dhirajlal Shantilal Mehta, Narendra Jeewanlal Shah, Naresh Chandra Sharma, Bharti Ram Gandhi, Amit Yadav, Relatives of a Director/ Other KMPS.
(v) Other related parties where significant influence exists or where the related party has significant influence on the Company :
Kalyani Mukand Ltd., Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt. Ltd.
Notes: Figures in bold type relate to the current year and figures in normal type relate to previous year.
* Interest on FDs to relatives of a Director / includes amount payable for FDs / interest thereon Rs. 3.93 crores (previous year Rs 3.34 crore)
# 2,513,000 Equity Shares of the Company.
The Alloy Steel Rolling & Finishing Business undertaking was transferred to Mukand Sumi Special Steel Ltd (MSSSL) (earlier known as Mukand Alloy Steel Ltd) as per Scheme of Arrangement and Amalgamation. Effect to this scheme has been given on 15th January 2018. Therefore, transactions relating to this said business during the period from 1st April 2017 to 15th January 2018 are deemed to have been carried out by the Company for and on behalf of MSSSL and are not part of the above disclosures.
Note: Figures in bold type relate to the current year and figures in normal type relate to previous year.
# The aforesaid amount does not include amount in respect of Gratuity and Leave as the same is not determinable. @ Interest Income not accounted out of prudence / Interest waived during the year.
(5)
I) Transfer of Alloy Steel Rolling & Finishing Business (ASRFB)
The Board of Directors in its meeting held on January 12, 2017 has approved a Scheme of Arrangement and Amalgamation amongst the Company, Mukand Vijayanagar Steel Limited (MVSL) {wholly owned subsidiary of the Company} and Mukand Alloy Steel Private Limited (MASPL) {wholly owned subsidiary of the Company, now rechristened as Mukand Sumi Special Steel Ltd (MSSSL)} and their respective shareholders and creditors under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of the Alloy Steel Rolling and Finishing Business of the Company with appointed date as January 01, 2017. The Scheme inter alia provides for transfer of the Alloy Steel Rolling and Finishing Business of the Company at their respective carrying value to MVSL, on a going concern basis, by way of Slump Sale for a lumpsum consideration of Rs 227.00 crores and thereafter, amalgamation of MVSL with MASPL as an integral and composite part of the Scheme. The Scheme also provides for adjustment of the accumulated debit balance in the Statement of Profit and Loss of the Company as on December 31, 2016 of Rs. 199.31 Crores with the existing balance in the Securities Premium Account as at December 31, 2016.
The relevant petition filed before the National Company Law Tribunal, Mumbai Bench, has been sanctioned on December 13, 2017. Upon necessary filings with the respective Registrars of Companies, the scheme has become effective from January 15, 2018 (âEffective Dateâ) and accordingly, the Company has given effect to the Scheme in the accounts with effect from January 01, 2017, being the appointed date. Further, with effect from the appointed date and up to and including the effective date, the Company was deemed to be carrying on the business of Alloy Steel Rolling and Finishing on behalf of MASPL and all the profits / losses accruing in relation to the Alloy Steel Rolling and Finishing Business for the period commencing from the appointed date and up to the effective date for all purposes has been treated as the profits or losses, as the case may be, of MASPL. Accordingly, Profit/ (Loss) before tax from the appointed date till March 31, 2017 aggregating to (Rs.1.23) Crore has been accounted in âRetained Earningsâ under Other Equity. The profit/ (loss) before tax from April 1, 2017 till January 15, 2018 (effective date) aggregating Rs.13.07 crore stands transferred to MASPL.
The details of the book value of assets and liabilities as on January 1, 2017 (appointed date) transferred to MVSL under Slump Sale in accordance with the Scheme are as follows:
II) For transfer of Industrial Machinery Business, the Board of Directors of Company at its meeting held on 27th March, 2017, considered and approved a scheme of arrangement and amalgamation amongst the Company and its wholly owned subsidiaries, Whiteleaf Heavy Machinery Pvt. Ltd., now known as Mukand Audyogik Yantra Pvt. Ltd. and Technosys Industrial Machinery Pvt. Ltd., now known as Mukand Heavy Machinery Pvt. Ltd. and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed Date under the Scheme was 1st January 2017. On review of current external business environment, management has decided not to proceed with the implementation of the Scheme at this stage.
(6) In accordance with Indian Accounting Standard - 108 âSegment Reportingâ, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
(7) EMPLOYEE BENEFITS
(a) Long term employee benefit obligations
The leave obligations cover the Companyâs liability for earned leave and sick leave.
The compensated absences charged/(writtenback) for the year ended March 31, 2018 based on actuarial valuation amounting to (Rs. 0.06 Crore) (March 31, 2017 1.80 crore ) has been charged in the Statement of Profit and Loss.
(b) Post employment obligations
Defined contribution plans
The company also contributes on a defined contribution basis to employeesâ provident fund and superannuation fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund (an exempted Trust). The obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The expense recognised during the period towards defined contribution plans
Defined benefit plans Gratuity
The company provides for gratuity for employees as per Companyâs Scheme/s. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month and as per the Schemes applicable to those employees. The gratuity plan is a funded plan. The scheme is funded with Life Insurance Corporation in the form of a qualifying insurance policy.
The actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:
Notes:
a. The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the reporting period on government bonds.
b. The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
c. The gratuity fund is managed by life insurance company, details of fund invested by insurer are not available with company.
d. The Company expects to make a contribution of Rs 4.39 Crore to the defined benefit plans (gratuity - funded) during the next financial year.
e. The average duration of the defined benefit plan obligation at the end of the reporting period is 7 years.
Risk exposure: Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or bolding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the planâs liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumptions.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time) and Companyâs Schemes for different category of employees.There is a risk of change in regulations requiring higher gratuity payouts(e.g. Increase in the maximum limit on gratuity of Rs.20,00,000).
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to the market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
(8) FAIR VALUE MEASUREMENTS
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
B. Measurement of fair value
The following methods and assumptions were used to estimate the fair values:
a) The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances if required, are taken to account for expected losses of these receivables.
c) The fair values for investment in equity shares other than subsidiaries were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
(9) FINANCIAL RISK MANAGEMENT
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee periodically reviews the adequacy and efficacy of the overall risk management system. The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. Your company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial statements.
The Company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk and
- Market risk A Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
i Trade and Other receivables
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a âroll rateâ method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
The ageing analysis of trade receivables including interest (gross of provision) has been considered from the date the invoice falls due -
iii Cash and bank balances
The Company held cash and cash equivalent and other bank balance of INR 58.54 crores at March 31, 2018 (March 31, 2017: Rs 61.40 crores; April 1, 2016: Rs 63.94 crores). The same are held with banks with good credit rating.
B Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation. Management monitors rolling forecasts of the Companyâs liquidity position and cash and cash equivalents on the basis of expected cash flows.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
C Market risk
Market risk is the risk that changes in market prices, such as interest rates (interest rate risk), will affect the companyâs income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
D Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs long term debt obligation at floating interest rates. The companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
E Interest rate risk exposure
The exposure of the Companyâs borrowing to interest rate changes at the end of the reporting period are as follows:
10: FIRST TIME ADOPTION OF IND AS
These are the companyâs first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 1, 2016 (the Companyâs date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the companyâs financial position, financial performance and cash flows is set out in the following tables and notes.
A. Exemptions and exceptions availed
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
i. Deemed cost
Ind AS 101 permits a first time adopter to elect to fair value of its property, plant and equipment as recognised in financial statements as at the date of transition to Ind AS, measured as per previous GAAP and use that as its deemed cost as at the date of transition or apply principles of Ind AS retrospectively. Ind AS 101 also permits the first time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS. This exemption can be also used for intangible assets covered by Ind-AS 38. The Company has opted to consider the carrying value of property, plant and equipments, Intangible assets as deemed cost as at the transition date.
ii. Investments in subsidiaries, associates and joint ventures
Ind AS 101 permits the first time adopter to measure investment in subsidiaries, joint ventures and associates in accordance with Ind AS 27 at one of the following:
a) cost determined in accordance with Ind AS 27 or
b) Deemed cost:
(i) fair value at date of transition
(ii) previous GAAP carrying amount at that date.
A first-time adopter may choose either (i) or (ii) above to measure its investment in each subsidiary, joint venture or associate that it elects to measure using a deemed cost.
The Company has elected to consider fair value for its investments in Subsidiaries, Joint ventures and previous GAAP carrying amount for associates on the date of transition to Ind AS as its deemed cost for the purpose of determining cost in accordance with principles of IND AS 27- âSeparate financial statementsâ.
iii. Estimates
An entityâs estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.The company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
- Investment in equity instruments carried at FVPL or FVOCI
- Impairment of financial assets based on expected credit loss model.
iv. Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
v. Derecognition of financial assets and liabilities
The company has applied the derecognition requirement of finanical assets and financial liabilities prospectively for transaction occuring on or after the transition date.
B. Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
i. Reconciliation of Balance sheet as at date of transition (April 1, 2016)
vi. Effects of IND AS adoption on Cash Flows for year ended 31 March 2017
There are no material adjustments to the Statement of Cash flows as reported under the previous GAAP.
Notes:
1 Revaluation Reserve
Under previous GAAP, land was carried at revalued amount and on transition to Ind AS management decided to follow deemed cost after considering the effect of reversal of revaluation reserve.
2 Capitalisation of stores & spares
As per Ind AS 16, spare parts, stand- by equipment and servicing equipment are recognised as Property, Plant and Equipment (âPPEâ) when they meet the following criteria:
- Are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and
- Are expected to be used during more than one period.
Based on the above provision, stores and spares satisfying above criteria are de-recognised from Inventory and capitalized as PPE from the date of purchase.â
3 Leases
Under IGAAP, Leasehold Land were classified as Fixed Assets as the standard on leases excluded Land. However, as per Ind AS 17, where the substantial risks and rewards incidental to ownership of an asset has not been transferred in the name of Company, the Company has classified such land under Operating Leases. The amount paid towards such leases has been shown as Prepayments under Other non-current assets and other current assets.
4 Investment in subsidiaries measured at FVTOCI
The Company has designated Investment in Subsidiary at Fair Value through other comprehensive income (FVTOCI). Therefore all the fair value changes with respect to investments in equity instruments designated as FVTOCI have been recognised in retained earnings as at the date of transition and subsequently in FVTOCI for the year ended March 31, 2017.
5 Investment in Joint ventures measured at FVTPL
The Company has designated Investment in joint ventures at Fair Value through Profit & Loss (FVTPL). Therefore all the fair value changes with respect to investments in equity instruments designated as FVTPL have been recognised in retained earnings as at the date of transition and subsequently in the statement of profit & loss for the year ended March 31, 2017.
6 Borrowings
Under previous GAAP, transaction costs in relation to borrowings were initially recognised as an asset and subsequently, amortized over the period of the loan as borrowing costs. Under Ind AS, financial liabilities in the form of borrowings have been measured at amortized cost using the effective interest rate method.
7 Unbilled Revenue
Difference between revenue as per percentage of completion method and billing milestone are considered as unbilled revenue and receivable from such revenue are shown as other financial assets, which was grouped under Inventories in earlier years
8 Expected Credit Loss provision on Financial Assets
Under Indian GAAP, Company recognises provisions on the basis of incurred losses. Under Ind AS, impairment allowance has been recognised based on Expected Credit Loss basis (ECL).The resultant impact has been made to retained earnings.
9 Preference shares considered as financial liability
Cumulative redeemable preference shares issued by the Company have been classified as borrowings and recognized at amortised cost on transition date as against part of share capital under previous GAAP. The difference on the transition date has been recognized in opening retained earnings . Interest charge at effective interest rate on such borrowings has been recognized as finance cost in subsequent periods.
10 Security Deposits
Under the previous GAAP, interest free security deposits are recorded at their transaction value. Under Ind AS, all financial instruments are initially required to be measured at fair value. Accordingly, the Company has fair valued the security deposits as on the transition date and difference between fair value of security deposits and the carrying value (transaction value) as per Previous GAAP has been recognised as advance rent. Subsequently, security deposits are carried at amortised cost and unwinding of interest is charged to Statement of Profit & Loss.
11 Deferred tax
Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Retained earnings and statement of profit and loss has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable. Under Ind AS, MAT credit is also presented with deferred tax.
12 Retained Earnings
Retained earnings as at April 1, 2016 & March 31, 2017 has been adjusted consequent to the above Ind AS transition adjustments.
13 Remeasurement of defined benefit obligations
Under previous GAAP, actuarial gains and losses on employees defined benefit obligations were recognised in profit or loss. Under Ind AS, the actuarial gains and losses on re-measurement of net defined benefit obligations are recognised in other comprehensive income. This resulted in a reclassification between profit or loss and other comprehensive income.
14 Excise Duty
Under IGAAP, revenue was presented net of excise duty. However, as per Schedule III to the Companies Act, 2013, revenue from operations is to be shown inclusive of excise duty. Accordingly, excise duty has been included in revenue from operations and shown separately as an expense.
15 Others
Interest income & interest expenses which were netted in IGAAP is grossed up under Ind AS.
Mar 31, 2017
1. Terms / rights attached to equity shares
The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share 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, except in case of interim dividend.
During the year ended 31 March 2017, the amount of dividend per share recognized as distribution to equity shareholders was Rs. Nil (31 March 2016 : Rs. Nil).
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. The distribution will be in proportion to the number of equity shares held by the shareholders.
2. Terms of redemption of CRPS
Pursuant to the order of the Honâble High Court of Judicature at Bombay dated October 14, 2003, the Company had cancelled 22^ equity shares issued and unallotted and reduced 20% of the then outstanding equity shares amounting to 5,626,320 equity shares. In lieu of cancelled shares, the company has issued 5,626,320 0.01% Cumulative Redeemable Preference Shares of Rs.10/- each entitled for cumulative Preference dividend of 0.01% p.a. and redeemable in five equal annual installments starting from September. 2019. In the event of liquidation of the company before redemption, the holders of CRPS will have priority over equity shares in the payment of dividend and repayment of capital.
3. The Company does not have any holding company.
4. There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.
Working Capital Facilities
Working Capital Facilities from the Banks and other non-funded facilities are secured by hypothecation of stocks (excluding machinery spares) and book debts. The said facilities are also secured by way of second and subservient pari passu charge against the same assets as given to lenders as shown at Note No.3(I)(1).
Assets excluded from security given to secured lenders at Note No. 3 & 7.
5. Security given for the term loans at Note No.3(I), and working capital facilities mentioned above exclude : 48 acres of grant land at Kalwe and Dighe, Dist. Thane in the State of Maharashtra.
Leasehold land at Dighe, Thane, as it is mortgaged to Lenders covered at Note No.3 (I) 2 (i) to (viii), (x) and (xi). 68.875 acres of Freehold land acquired at Ginigera / Kankapura, District Ginigera in the State of Karnataka.
Plant and Machinery of Captive Power Plant at Ginigera / Kankapura, District Ginigera in the State of Karnataka is given as security to lenders covered at Note No.3(I) 1 (v).
Plant and Machinery of Sinter Plant, Hot Blast Stove and Pulverising Plant at Ginigera / Kankapura, District Ginigera in the State of Karnataka is given as security to lenders covered at Note No.3(I) (2) (xv).
6. acres of freehold land in the state of Jharkhand, for Companyâs projects in that state.
All other fixed asset situated at locations other than its plant at Kalwe, Dighe Thane in the state of Maharashtra and its existing steel plant at Ginigera in the state of Karnataka
Fixed Assets :
7. Revaluation :
Free-hold land at Kalwe / Dighe, Thane as at 30.6.1983 was revalued on 30.6.1984 and the addition to assets on account of this revaluation, aggregating Rs.12.27 crore was correspondingly credited to the Revaluation Reserve during the year ended 30th June, 1984. To reflect the current fair market value, the Company further revalued the freehold land at Kalwe as at 31.3.2001 during November, 2001. The registered valuer had carried out the valuation on the basis of the then market values of these lands. The addition to assets on account of this revaluation, aggregating Rs.114.36 crore was correspondingly credited to the Revaluation Reserve during the year ended 31st March, 2002. Company has further revalued the aforesaid land as at 31.03.2009 and an amount aggregating Rs.1,212.37 crore has been added to assets and correspondingly credited to the Revaluation Reserve as at 31.03.2009.
Leasehold land at Dighe, Thane as at 31.03.2011 has been revalued to reflect the current Fair Market Value of this land. The valuation was carried out by a Registered Valuer. The addition to assets on account of this revaluation, aggregating Rs.334.34 crore has been correspondingly credited to the revaluation reserve as at 31.03.2011. An amount of Rs. Nil (Previous year Rs 4.39 crore) has been transferred from the revaluation reserve to the statement of Profit & Loss towards charge of amortization of the said land for the year.
In view of enactment of The Companies (Accounting Standards) Amendment Rules, 2016 by Notification No. GSR 364(3) dated 30th March 2016, applicable from 1st April 2016, Company has chosen to adopt original cost in place of revalued amount as per Accounting Standard AS-10-Property, Plant and Equipment and accordingly, the revaluation reserve amounting to Rs.1,651.38 Crores appearing in the Books of Account of the Company as at 31st March 2016 with regard to revaluation of Companyâs free hold/lease hold lands at Kalwe/Dighe, Thane is reversed in the Books of Account on 1st April 2016.
8. Gross Block of Buildings as at 31st March, 2017 includes value of offices, residential flats and garages in co-operative societies/proposed co-operative societies/association of apartment owners aggregating Rs.6.33 crore at cost (Previous Year Rs.6.34 crore) [including cost of shares in co-operative societies Rs.7,000/- (Previous Year Rs.7,000/-)].
Short Term Loans and Advances, Trade Receivables, non-current investments etc.
9. The Company has investments of Rs.0.19 crore (Previous Year Rs.0.19 crore) in equity shares of Bombay Forgings Limited (BFL), and has trade receivables due from BFL / advances recoverable which stood at Rs.81.82 crore as at 31.03.2017 (Previous Year Rs.78.09 crore) (collectively referred to as âExposuresâ). Net worth of BFL has turned positive and BFL is no longer a sick industrial company. BIFR has discharged BFL from the purview of provisions of SICA. The management, considering its long term view on the âExposuresâ relies upon the valuation of unencumbered fixed assets of BFL as at 31st March, 2017 which was at Rs.65.41 crore, value of current assets aggregating Rs.51.73 crores and future earnings from the ongoing business of BFL. The management considers the balance âExposuresâ to be âGoodâ at the close of the year and adequately covered and barring unforeseen circumstances expects full reliability of the same in future.
10. The Company has an investment of Rs.61.63 crore (Previous Year Rs. 61.63 crore) in equity shares of Vidyavihar Containers Ltd. (VCL) a wholly owned Subsidiary and has provided for diminution in the value of investments upto an amount of Rs.27.73 crore, (previous year Rs.27.73 crore). The Company has outstanding balances of loans amounting to Rs.13.23 crore (Previous Year Rs. 13.23 crore) (collectively referred to as âExposuresâ). Management relies upon the estimation of future realizable values of financial assets of VCL to recover its exposures. The management barring unforeseen circumstances considers the balance âExposuresâ to be âGoodâ at the close of the year and adequately covered.
11. The Company has an investment of Rs.26.25 crore (Previous Year Rs.26.25 crore) in equity shares of Mukand Global Finance Limited (MGFL), a wholly owned subsidiary, whose recovery is dependent upon realization of the financial assets that MGFL stands invested into at the close of the year. The management considers the âExposureâ to be âGoodâ and adequately covered. Ultimate shortfall if any, in the realization is not determinable at present.
12. For details of loans and advances given to related parties, please refer Note No. 33
13. Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by Staff and Officersâ Association is pending at different stages in proceedings under The Industrial Disputes Act, 1947. Bulk of these employees are statutorily not covered by The Payment of Bonus Act, 1965 and many of the employees are also not covered by The Industrial Disputes Act, 1947. Liability arising there from cannot therefore be determined at present.
14. Government of Maharashtra had served a Demand Notice on the Company for payment of electricity duty for power generated during the period 01.04.2000 to 30.04.2005 and penal interest thereon in Companyâs Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition filed by the Company was disposed by the Honâble Bombay High Court on 7th November, 2009 quashing the said Demand Notice. Government of Maharashtra has however, filed an appeal in the Supreme Court of India against the aforesaid judgment of High Court.
15. There have been delays in payment of tax deducted at source in earlier years and also in FY2016-17. Interest payable on delays has been accounted for in respect of cases where appropriate orders have been received from Income Tax authorities or at the time of Filing the Quarterly TDS Returns.
16. A claim towards difference in price of calibrated iron ore for the period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07 crore has been raised by a supplier in March 2007. The Company has been legally advised that the supplier cannot seek this price revision under a concluded agreement and hence no provision is made in the Accounts for the same. The issue along with method of review and re-fixing of price of calibrated iron ore effective on 1st of April each year in terms of agreement is referred to an arbitral tribunal whose award was pronounced on 28th February 2014. In terms of the said award, the supplier is directed to re-compute amount payable by the Company. Pending receipt of the revised claim, the final liability arising there from is not ascertainable. Moreover, they said supplier has also unilaterally increased the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter w.e.f. 1st April, every year. This issue too was settled by the aforesaid arbitral tribunal. In terms of the said award, the Company is required to submit certain details to the supplier for recomposing its claim in terms of the award. However, pending such determination of final price, the supplier has raised invoices at an ad-hoc interim mutually agreed price on the marketing contractor who in turn, has billed the Company at the same price and which liability, has been fully accounted for. An appeal has been preferred for challenging the said arbitration award.
17. The Company in previous years executed road construction projects in the state of Uttar Pradesh with National Highway Authority of India (NHAI) along with Centrodorstroy (CDS), Russia. During the year the amount of Rs.23.20 crore (including interest) was realized towards various claims. The exposure on this account as at the end of the financial year aggregate Rs.113.54 crore (Previous Year: Rs.120.00 crore). The management has, keeping in view the accounting policy A(8)(v) adopted by the Company, technically determined the realizable value of Contracts in Progress compared to relatable revenues and claims raised on NHAI by CDS. The outcome of the Road Construction activity cannot be estimated with certainty at present. Pending claims excluding interest as at 31.03.2017 aggregate Rs.288.42 crore (Previous Year: Rs.298.93 crore). Bulk of these claims are now being processed at the level of Tribunal as against the level of consulting engineers in the previous year. It is the opinion of the management that in view of the substantially large claims for incremental jobs executed, escalations and time over-runs to be settled progressively over a period of 2 to 3 years, losses currently expected are already recognized till the close of the year. Since realization of these amounts is a judgmental matter, the auditors have placed reliance on the Managementâs judgment of the losses currently expected in the contract considering reliasability of amounts.
18. Cash and cash equivalents presented in the Cash Flow Statement consist of cash on hand and unencumbered, highly liquid bank balances.
19. The Company expects to contribute Rs.4.42 crore (Previous year Rs.4.34 crores) to its gratuity plan for the next year. In assessing the Companyâs post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the IALM - Mortality - Tables (200608) ultimate (Previous year LIC, 1994-96 ultimate tables).
20. Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of future salary increase considered in actuarial valuation take account of inflation, seniority promotion and other relevant factors, such as supply and demand in the employment market.
21. The composition of the plan assets, by category from the insurers, LIC are on the basis of overall investment by them for all such insured entities and hence, the disclosures as required by Accounting Standard 15 in âEmployee Benefitsâ have not been given, and Auditors have relied upon the same.
22. In terms of the strategic alliance with Kalyani Steels Limited, the Company has accounted for its share towards gratuity in respect of employees of Hospet Steels Ltd. amounting to Rs.1.21 crore (Previous Year Rs.1.01 crore) on the basis of an actuarial valuation. This is under a funded plan with LIC.
23. In respect of certain employees of Road Construction Division, liability for gratuity is provided at actual on the basis of amount due as at 31st March, 2017, since the projects are for shorter duration. Such liability as at 31st March, 2017 (including Rs.0.0007 crore for the year) aggregate Rs.0.005 crore (Previous Year Rs.0.004 crore)
24. An amount of Rs.7.60 crore (Previous year Rs.7.48 crore) as contribution towards defined contribution plans [including Rs.0.95 crore (Previous year Rs.0.93 crore) in terms of strategic alliance referred in (b) above] is recognized as expense in the Statement of Profit and Loss.
25. Related Party Disclosures (a) Relationship :
26. Subsidiaries:
Mukand Global Finance Ltd., Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL), Mukand International FZE (MIFZE), Mukand Sumi Metal Processing Ltd. (MSMPL), Mukand Alloy Steels
Pvt. Ltd., Mukand Vijayanagar Steels Ltd., w.e.f. 30.12.2016, Whiteleaf Heavy Machinery Pvt.Ltd., w.e.f. 25.3.2017, Technosys Industrial
Machinery Pvt Ltd., w.e.f. 25.3.2017.
27. Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless India Ltd. (SIL), Hospet Steels Ltd. (HSL),
28. Joint Ventures :
Mukand Vini Mineral Ltd. (MVML).
29. Key Management Personnel:
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah , Relatives of a Director
30. Other related parties where significant influence exists or where the related party has significant influence on the Company :
Kalyani Mukand Ltd. , Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt. Ltd.
31. The Board of Directors of the company on 12th January 2017, has considered and approved, a scheme of arrangement and amalgamation amongst the Company, Mukand Vijayanagar Steel Limited (MVSL) and Mukand Alloy Steels Private Limited (MASPL) and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of its Alloy Steel Rolling & Finishing business. The Appointed Date under the Scheme is 1st January 2017. BSE and NSE have in principle cleared the Scheme and their observations have been included in the Scheme filed with National Company Law Tribunal (NCLT). The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorities.
32. The Board of Directors of Company at its meeting held on 27th March, 2017, considered and approved a scheme of arrangement and amalgamation amongst the Company, Whiteleaf Heavy Machinery Pvt Ltd. and Technosys Industrial Machinery Pvt Ltd and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of Industrial Machinery business . The Appointed Date under the Scheme is 1st January 2017. The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorities.
As the Company is currently in the process of finalizing detailed formal plans it does not necessitate the requirements of disclosures of AS 24 - Discontinuing Operations.
33. In accordance with Accounting Standard - 17 âSegment Reportingâ, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
34. Previous yearsâ figures have been regrouped / recast wherever necessary
Mar 31, 2016
(1) STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES ADOPTED BY THE COMPANY
(1) Basis of preparation:
The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, and the relevant provisions of the Companies Act, 2013 read with Rule 7 of The Companies (Accounts) Rules, 2014. These standards shall be deemed to be accounting standards until accounting standards are specified by the Central Government under section 133. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company and except for the changes in accounting policy discussed more fully below, are consistent with those used in the previous year.
(2) Use of Estimates:
The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could defer from those estimated and actual materialized results and estimates are recognized in the period, in which the results are known.
(3) Fixed Assets:
(a) Tangible Assets
Fixed Assets are stated at cost of acquisition or construction. However, fixed assets, which are revalued by the Company, are stated at their revalued book values.
Cost of acquisition comprise all costs incurred to bring the assets to their location and working condition up to the date assets are put to use. Cost of construction comprise of those costs that relate directly to specific assets and those that are attributable to the construction activity in general and can be allocated to specific assets up to the date the assets are put to use.
(b) Intangible Assets
Intangible Assets are stated at their cost of acquisition less accumulated amortization and impairment losses. An asset is recognized, where it is possible that future economic benefits attributable to the assets will flow to the enterprise and where its cost can be reliably measured. The depreciable amount on intangible assets is allocated over the best estimate of its useful life on a straight line basis or the period of agreement whichever is lower.
(c) Depreciation / Amortization
(i) The Company provides depreciation on all its assets on the âStraight Line Methodâ in accordance with the provisions of Section 123 (2) of the Companies Act, 2013 which was made effective from 01.04.2014. Company has reworked depreciation with reference to the estimated useful life of fixed assets as prescribed under schedule II to the act or useful life of fixed assets as per technical evaluation.
(ii) Software is amortized over a period of 3 years.
(iii) Depreciation in respect of assets used for long term engineering contracts is provided on the estimated useful life of the assets.
(iv) Assets costing less than Rs.5,000/- are fully depreciated at the rate of 100% in the year of purchase.
(v) Depreciation on addition to assets or on sale / discernment of assets is calculated pro-rata from the month of such addition or up to the month of such sale / discernment, as the case may be.
(vi) Cost of Leasehold land is amortized over the period of lease.
(vii) Technical know-how is amortized over the period of agreement or six years, whichever is lower.
(4) Impairment of Assets :
An asset is considered as impaired in accordance with Accounting Standard 28 on âImpairment of Assetsâ, when at balance sheet date there are indications of impairment and the carrying amount of the assets or where applicable the cash generating unit to which the assets belong, exceeds its recoverable amount (i.e. the higher of the assetâs net selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment loss in the Statement of Profit and Loss.
(5) Investments :
Investments are classified as current or long term in accordance with Accounting Standard 13 on âAccounting for Investmentsâ. Long term Investments are stated at cost of acquisition. Provision for diminution is made to recognize a decline, other than temporary, in the value of such investments. Current investments are stated at lower of cost of acquisition and fair value. Any reduction in carrying amount and any reversals of such reductions are charged or credited to the Statement of Profit and Loss.
(6) Inventories :
Inventories are valued at lower of cost or net realizable value. Materials-in-transit are valued at cost-to-date. Cost comprises all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition including excise duty payable on goods produced. The cost formulae used for determination of cost are either âFirst in First Outâ or âAverage Costâ, as applicable.
(7) Foreign currency translations :
(i) All transactions in foreign currency, are recorded at the rates of exchange prevailing as at the date of the transaction.
(ii) Monetary assets and liabilities in foreign currency, outstanding at the close of the year, are converted in Indian currency at the appropriate rates of exchange prevailing at the close of the year. The resultant gain or loss is accounted for during the year.
(iii) In respect of forward exchange contracts entered into towards hedge of foreign currency risks, the difference between the forward rate and the exchange rate at the inception of the contract is recognized as income or expenditure over the life of the contract. The outstanding forward contracts in case of firm commitments and highly probable forecast transactions are marked to market and its effect is recognized as income / expenditure. Further, the exchange differences arising on such contracts are recognized as income or expenditure along with the exchange differences on the underlying assets/liabilities. Profit or Loss on cancellations/renewals of forward contracts is accounted for during the year.
(iv) Non monetary items such as investments are carried at historical costs using the exchange rates on the date of the transactions.
(8) Revenue Recognition :
(i) Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection.
(ii) Revenue from sale of goods is recognized when all significant contractual obligations have been satisfied, the property in the goods is transferred for a price, significant risks and rewards of ownership are transferred to the customers and no effective ownership is retained. Sales are net of Sales Tax/ Value Added Tax. Excise Duty recovered is presented as a reduction from gross turnover. Sales are net of returns, discounts and rebates.
(iii) Liability for Excise Duty and Customs Duty payable on goods held in bond at the year end is provided for.
(iv) Export benefits under Duty Drawback Scheme is estimated and accounted in the year of export.
(v) Accounting for Long Term Engineering Contracts:
Revenue from construction/project related activity for supply/commissioning of Plant & Equipment is recognized on the percentage of completion method, in proportion that the contract costs incurred for the work performed up to the reporting date bear to the estimated total contract costs. Provision for estimated losses, if any, on incomplete contracts are recorded in the period in which such losses become probable based on the current estimates.
At each reporting date, the contracts in progress (progress work) is valued and carried in the Balance Sheet under Current Assets.
(vi) Interest income is recognized on time proportion basis taking into account the amount outstanding and the rate applicable. Dividend income is recognized when the right to receive dividend is established.
Working Capital Facilities from banks are against hypothecation of stock and book debts. Finance costs include interest on inventory and book debts. Company sells goods on credit on interest to customers to compensate it for such finance costs. Interest income generated from book debts is netted against same source of interest expense under finance costs.
(vii) Share / Debenture Issue expenses and premium on redemption of debentures are charged, first against available balance in securities premium account. This is in accordance with Section 52 of the Companies Act, 2013.
(9) Leases :
Operating lease:
Lease, where the lesser effectively retain substantially all the risks and benefits of ownership of the leased assets, are classified as operating lease. Operating lease receipts and payments are recognized as income or expense in the Statement of Profit and Loss on a straight line basis over the lease term.
(10) Employee benefits :
Employee benefits such as salaries, allowances, non-monetary benefits and employee benefits under defined contribution plans such as provident fund and other funds, which fall due for payment within a period of twelve months after rendering service, are charged as expense to the Statement of Profit and Loss in the period in which the service is rendered.
Employee benefits under defined benefit plans, such as compensated absences and gratuity which fall due for payment after a period of twelve months from rendering service or after completion of employment, are measured by the project unit cost method, on the basis of actuarial valuation carried out by third party actuaries at each balance sheet date. The Companyâs obligations recognized in the balance sheet represent the present value of obligations as reduced by the fair value of plan assets, where applicable. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.
(11) Borrowing cost :
(i) Borrowing cost attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on âBorrowing Costsâ are capitalized as part of the cost of such assets up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.
(ii) Front-end fees/ other ancillary costs paid on borrowings are amortized over the period of loans/debentures or over a period of three years whichever is shorter.
(12) Taxation :
Tax expense comprises of current and deferred. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.
MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the Minimum Alternate tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.
(13) Segment Reporting Policies :
Identification of segments :
The Companyâs operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.
Inter segment Transfers :
The Company generally accounts for inter segment transfers at cost. However, in case of its captive power plant of Steel Division at Ginigera, Karnataka, the inter segment transfers are accounted at the per unit comparable cost of energy purchased from the supplier of energy at that plant.
Allocation of common costs :
Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.
Unallocated items :
Includes general corporate income and expense items which are not allocated to any business segment.
Segment Policies :
The company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the company as a whole.
(14) Earnings per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
(15) Provisions and Contingent Liabilities :
Provisions involving a 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 Liabilities are not recognized but are disclosed in the Financial Statements.
(16) Cash Flow Statement :
The Cash Flow Statement is prepared by the âindirect methodâ set-out in Accounting Standard 3 on âCash Flow Statementâ and presents the Cash Flows by operating, investing and financing activities of the Company.
Cash and cash equivalents presented in the Cash Flow Statement consist of cash on hand and unencumbered, highly liquid bank balances.
(ii) The Company expects to contribute Rs.4.34 crore (Previous year Rs.4.16 crores) to its gratuity plan for the next year. In assessing the Companyâs post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables, the base being the IALM - Mortality -Tables (2006-08) ultimate (Previous year LIC, 1994-96 ultimate tables).
(iii) Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of future salary increase considered in actuarial valuation take account of inflation, seniority promotion and other relevant factors, such as supply and demand in the employment market.
(iv) The composition of the plan assets, by category from the insurers, LIC are on the basis of overall investment by them for all such insured entities and hence, the disclosures as required by Accounting Standard 15 in âEmployee Benefitsâ have not been given, and Auditors have relied upon the same.
(c) In respect of certain employees of Road Construction Division, liability for gratuity is provided at actual on the basis of amount due as at 31st March,
2016, since the projects are for shorter duration. Such liability as at 31st March, 2016 (including Rs.0.0004 crore for the year) aggregate Rs.0.0004 crore (Previous Year Rs.0.004 crore)
(d) An amount of Rs.7.48 crore (Previous year Rs.6.84 crore) as contribution towards defined contribution plans [including Rs.0.93 crore (Previous year Rs.0.66 crore) in terms of strategic alliance referred in (b) above] is recognized as expense in the Statement of Profit and Loss.
(17) RELATED PARTY DISCLOSURES
(a) Relationship :
(i) Subsidiaries:
Mukand Global Finance Ltd., Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL), Mukand International FZE (MIFZE), Mukand Sumi Metal Processing Ltd. (MSMPL), Mukand Alloy Steels Pvt. Ltd.
(ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless India Ltd. (SIL), Hospet Steels Ltd. (HSL),
(iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML).
(iv) Key Management Personnel:
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah
(v) Other related parties where significant influence exists or where the related party has significant influence on the Company :
Kalyani Mukand Ltd. , Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt. Ltd.
(b) (i) Details of transactions with the related parties referred in (a) above :
ncludes only Audit and Stakeholders Relationship Committee.
P: Promoter; CMD: Chairman & Managing Director; CCMD : Co-Chairman & Managing Director; I: Independent; NED: Non-Executive Director; Jt.MD: Joint Managing Director
Shri Rajesh V. Shah and Shri Suketu V. Shah are related to each other as brothers.
None of the directors is a member of more than ten committees or acting as Chairman of more than five committees across all companies in which he/she is a Director. As per declarations received, none of the directors serves as an independent director in more than 7 listed companies.
18. Information supplied to the Board
In advance of each meeting, the Board is presented with relevant information on various matters related to the working of the Company, especially those that require deliberation at the highest level. Presentations are also made to the Board by different functional heads on important matters from time to time. Directors have separate and independent access to officers of the Company. In addition to items which are required to be placed before the Board for its noting and /or approval, information is provided on various significant items. The information supplied by management to the Board of the Company is in accordance with Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR, 2015].
19. Orderly succession to Board and Senior Management
The Board of the Company satisfied itself that plans are in place for orderly succession for appointments to the Board and to senior management
Mar 31, 2015
(1) (a) CONTINGENT LIABILITIES NOT PROVIDED FOR :
31st March, 2015 31st March, 2014
Rs.in crore Rs.in crore
(i) Disputed matters in appeal/
contested in respect of:
- Income Tax * 22.12 22.40
- Excise Duty, Customs Duty etc. 3.89 3.95
- Sales Tax, Works Contract Tax etc. ** 4.90 4.90
- Other matters 0.24 0.24
* included in this amount (not provided
in the Accounts) is the liability under
Sec 115JB of the Income Tax Act, 1961
for Assessment Year 2005-06 as the
Company''s appeal is pending disposal.
Company places reliance on certain jud
icial pronouncements and has also
obtained a legal opinion on the matter.
** In the matter of certain ex-parte
assessments completed by Commercial Tax
Officer in the State of Uttar Pradesh,
Company is advised that liability if
any, that may arise will be determined
after the matter is remanded to the
Assessing Officer and on completion of
reassessment proceedings and therefore,
the same is not included herein.
(ii) Claims against the Company not
acknowledged as debt as these are
disputed and pending disposal at 16.93 15.50
various fora.
For items (i) & (ii)
The Company has taken legal and other
steps to protect its interest in respect
of these matters, which is based on
legal advice and/or precedents in its
own/other cases. It is not possible
to make any further determination of
the liability which may arise in these
matters.
(iii) Bills discounted with the
Bankers and others
Sale Bills discounted 1.53 3.91
(iv) Guarantees and Counter guarantees
given by the Company on behalf of :-
- Other Companies 99.95 70.15
(v) Bonds / Undertakings given by the
Company under concessional duty/
exemption to Customs / Excise 0.66 0.66
Authorities (Net of redemption
applied for)
(vi) Bonds given by the Company against
import of machinery under EPCG
Scheme (Net of redemption - 14.30
applied for)
(vii) Demand for Annual Bonus for the financial years 1995-96 to
2006-07 by Staff and Officers'' Association is pending at different
stages in proceedings under The Industrial Disputes Act, 1947. Bulk of
these employees are statutorily not covered by The Payment of Bonus
Act, 1965 and many of the employees are also not covered by The
Industrial Disputes Act, 1947. Liability arising there from cannot
therefore be determined at present.
(viii) Government of Maharashtra had served a Demand Notice on the
Company for payment of electricity duty for power generated during the
period 01.04.2000 to 30.04.2005 and penal interest thereon in
Company''s Captive Power Plant amounting to Rs.14.27 crore. The Writ
Petition filed by the Company was disposed by the Hon''ble Bombay High
Court on 7th November, 2009 quashing the said Demand Notice. Government
of Maharashtra has however, filed an appeal in the Supreme Court of
India against the aforesaid judgment of High Court.
(ix) There have been delays in payment of tax deducted at source in
earlier years and also in FY2014-15. Interest payable on delays has
been accounted for in respect of cases where appropriate orders have
been received from Income Tax authorities or at the time of Filing the
Quarterly TDS Returns.
(x) A claim towards difference in price of calibrated iron ore for the
period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07
crore has been raised by a supplier in March 2007. The Company has been
legally advised that the supplier cannot seek this price revision under
a concluded agreement and hence no provision is made in the Accounts
for the same. The issue along with method of review and re-fixing of
price of calibrated iron ore effective on 1st of April each year in
terms of agreement is referred to an arbitral tribunal whose award was
pronounced on 28th February 2014. In terms of the said award, the
supplier is directed to re-compute amount payable by the Company.
Pending receipt of the revised claim, the final liability arising there
from is not ascertainable. Moreover, the said supplier has also
unilaterally increased the price of calibrated iron ore w.e.f. 1st
April, 2007 and thereafter w.e.f. 1st April, every year. This issue too
was settled by the aforesaid arbitral tribunal. In terms of the said
award, the Company is required to submit certain details to the
supplier for re-computing its claim in terms of the award. However,
pending such determination of final price, the supplier has raised
invoices at an ad-hoc interim mutually agreed price on the marketing
contractor who in turn, has billed the Company at the same price and
which liability, has been fully accounted for. An appeal has been
preferred for challenging the said arbitration award.
(b) The Company in previous years executed road construction projects
in the state of Uttar Pradesh for National Highway Authority of India
(NHAI) along with Centrodorstroy (CDS), Russia. The exposure on this
account as at the end of the financial year aggregate Rs.126.80 crore
(Previous Year: Rs.134.78 crore). The management has, keeping in view
the accounting policy A(8)(v) adopted by the Company, technically
determined the realisable value of Contracts in Progress compared to
relatable revenues and claims raised on NHAI by CDS. The outcome of the
Road Construction activity cannot be estimated with certainty at
present. Pending claims as at 31.03.2015 aggregate Rs.223.36 crore
(Previous Year: Rs.225.28 crore). Bulk of these claims are now being
processed at the level of Tribunal as against the level of consulting
engineers in the previous year. It is the opinion of the management
that in view of the substantially large claims for incremental jobs
executed, escalations and time over-runs to be settled progressively
over a period of 2 to 3 years, losses currently expected are already
recognized till the close of the year. Since realization of these
amounts is a judgmental matter, the auditors have placed reliance on
the Management''s judgment of the losses currently expected in the
contract considering reliasability of amounts.
Note :
During the previous year, the Company arrived at settlement with the
Corporate Debt Restructuring members for an adhoc amount of Rs.24.90
crores payable in monthly installments till the maturity of the loans
without any further interest thereon. This settlement was arrived at to
compensate the Lenders for the lower interest charged by them during
the period FY 2002-03 to FY 2011-12. A proportionate charge of Rs.12.45
crores has been made in the current year. An amount of Rs 1.89 crores
being differential interest for FY 2012-13 was also charged in FY
2013-14.
(2) RELATED PARTY DISCLOSURES (a) Relationship :
(i) Subsidiaries:
Mukand Global Finance Ltd., Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL), Mukand Vijayanagar Steel Ltd. upto
March 30, 2015, Mukand International FZE (MIFZE), Mukand Sumi Metal
Processing Ltd. (MSMPL), Mukand Alloy Steels Pvt. Ltd. w.e.f. January
27, 2015.
(ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless
India Ltd. (SIL), Hospet Steels Ltd. (HSL),
(iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML).
(iv) Key Management Personnel :
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah.
(v) Other related parties where significant influence exists or where
the related party has significant influence on the Company Kalyani
Mukand Ltd., Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt
Ltd.
(3) Shareholders by way of a postal ballot have approved a transfer of
Alloy Steel business as a going concern on slump sale basis on 18th
February 2015 to a prospective subsidiary of the Company. Accordingly,
Company has signed business transfer agreement dated 14th March 2015
for the said business with Mukand Alloy Steels Pvt. Ltd. a subsidiary
of the Company. This agreement will be effective after approval of
Lenders, release of charge by lenders, other authorities and
fulfillment of conditions precedent as stipulated in the agreement.
Company is in various stages of obtaining these approvals/ consents.
Even after such approvals, the amount of consideration receivable is to
change on account of debt to be transferred and changes in net working
capital. In view of this, no further disclosures are deemed necessary
in terms of Accounting Standard - 24 Discontinued Operations.
(4) In accordance with Accounting Standard - 17 "Segment
Reporting", segment information has been given in the consolidated
financial statements of the Company, and therefore, no separate
disclosure on segment information is given in these financial
statements.
(5) Previous years''s figures have been regrouped / recast wherever
necessary
Mar 31, 2014
As at As at
31-3-2014 31-3-2013
Un-Audited Audited
ii) Contingent liabilities in respect
of Joint Venture.
a) Directly incurred by the Company. - 4.90
b) Share of the Company in contingent
liabilities incurred by jointly
controlled entity
(to the extent ascertainable)
Based on the terms of the Letter of Intent dated 5th August, 2008 from
the Ministry of Coal (MOC), Government of India, allocating the Rajhara
North (Central and Eastern) Non Coking Coal Block in Jharkhand to the
Company and Vini Iron & Steel Udyog Ltd.(VISUL), the Company formed a
JV Company viz., Mukand Vini Mineral Pvt. Ltd. (now known asMukand Vini
Mineral Ltd.) for captive mining of the coal block. The JV Company was
in the process of obtaining various statutory permissions / approvals
and clearances for development of the coal block. Meanwhile, the
Company received a letter dated February 17, 2014 from the MOC
conveying de-allocation of the aforesaid coal block. The Company has
filed a writ petition before the Hon''ble High Court of Jharkhand at
Ranchi challenging the de-allocation. The Hon''ble Court has ordered
that no coercive steps betaken against the Petitioner Company. Hearing
of the Petition is pending. The investment made by the Company in this
JV Company is of long term nature and therefore does not require any
provision for diminution in value there against.
2 Previous year''s figures include business of cold finished bars &
wires upto 30th September, 2012 which was subsequently transferred to a
subsidiary, Mukand Sumi Metal Processing Ltd. and hence the figures are
not comparable.
3 In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statements of the Company, and therefore, no separate disclosure on
segment information is given in these financial statements.
4 Previous years''s figures have been regrouped / recast wherever
necessary
Mar 31, 2013
(1) (a) Contingent liabilities not provided for :
31st March,
2013 31st March, 2012
Rs.in crore Rs.in crore
(i) Disputed matters in appeal/
contested in respect of:
- Income Tax * 21.79 20.10
- Excise Duty, Customs Duty etc. 3.80 4.53
- Sales Tax, Works Contract Tax etc. ** 5.63 2.83
- Other matters 0.24 0.24
* included in this amount (not provided in the Accounts) is the
liability under Sec 115JB of the Income
Tax Act, 1961 for Assessment Year 2005-06 as the Company''s appeal is
pending disposal. Company
places reliance on certain judicial pronouncements and has also
obtained a legal opinion on the matter.
** In the matter of certain ex-parte assessments completed by
Commercial Tax Offcer in the State of Uttar Pradesh, Company is advised
that liability if any, that may arise will be determined after the
matter is remanded to the Assessing Offcer and on completion of
reassessment proceedings and therefore, the same is not included herein.
(viii) The Company has implemented the award given by the Industrial
Tribunal in the matter relating to emoluments of staff and offcers. The
said award was under challenge in the High Court of Bombay by way of a
Writ Petition. High Court has upheld the Award and dismissed the Writ
Petition against the said Award.
Demand for Annual Bonus for the fnancial years 1995-96 to 2006-07 by
Staff and Offcers'' Association is pending at different stages in
proceedings under The Industrial Disputes Act, 1947. Bulk of these
employees are statutorily not covered by The Payment of Bonus Act, 1965
and many of the employees are also not covered by The Industrial
Disputes Act, 1947. Liability arising there from cannot therefore be
determined at present.
(ix) Government of Maharashtra had served a Demand Notice on the
Company for payment of electricity duty for power generated during the
period 01.04.2000 to 30.04.2005 and penal interest thereon in Company''s
Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition fled
by the Company was disposed by the Hon''ble Bombay High Court on 7th
November, 2009 quashing the said Demand Notice. Government of
Maharashtra has however, fled an appeal in the Supreme Court of India
against the aforesaid judgment of High Court.
(x) There have been delays in payment of tax deducted at source in
earlier years and also in FY2012-13. Interest payable on delays has
been accounted for in respect of cases where appropriate orders have
been received from Income Tax authorities.
(xi) A claim towards difference in price of calibrated iron ore for the
period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07
crore has been raised by a supplier in March 2007. The Company has been
legally advised that the supplier cannot seek this price revision under
a concluded agreement and hence no provision is made in the Accounts
for the same. The issue along with method of review and re-fxing of
price of calibrated iron ore effective on 1st of April each year in
terms of agreement is referred to an arbitral tribunal whose award is
awaited. Moreover, the said supplier has also unilaterally increased
the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter
w.e.f. 1st April, every year. This issue too is to be settled by the
aforesaid arbitral tribunal. However, pending such determination of
fnal price, the supplier has raised invoices at an ad-hoc interim
mutually agreed price on the marketing contractor who in turn, has
billed the Company at the same price and which liability, has been
fully accounted for.
(2) Related Party Disclosures
(a) Relationship :
(i) Subsidiaries:
Mukand Global Finance Ltd. (MGFL), Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL), Mukand Vijayanagar Steel Ltd.,
Mukand International FZE (MIFZE),
Mukand Sumi Metal Processing Ltd. (MSMPL) w.e.f. 29.10.2012 (ii) Other
related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless
India Ltd. (SIL), Hospet Steels Ltd. (HSL), (iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML). (iv) Key Management Personnel :
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah.
(v) Relatives of key management personnel and enterprises in which
signifcant infuence can be exercised by persons at (iv) above or their
relatives where transactions have taken place : Viren J. Shah upto
09.03.2013.
(vi) Other related parties where signifcant infuence exists or where
the related party has signifcant infuence on the Company :
Kalyani Mukand Ltd., Lineage Investments Ltd. (upto 29.03.2013),
Catalyst Finance Ltd. (upto 29.03.2013), Econium Investments & Finance
Ltd. (upto 29.03.2013), Fusion Investments & Financial Services Ltd.
(upto 29.03.2013), Primus Investments & Finance Ltd. (upto 29.03.2013),
Conquest Investments & Finance Ltd. (upto 29.03.2013), Jamnalal Sons
Pvt. Ltd. (JSPL), Adonis Laboratories Pvt Ltd.
Note : Related party relationship is as identifed by the Company and
relied upon by the Auditors.
(3) Company has during the year transferred the business of cold
fnished bars & wires to a subsidiary - Mukand Sumi Metal Processing
Limited (MSMPL). The Company has invested an amount of Rs.118.09 crore
in MSMPL under its Agreement with Sumitomo Corporation (Group).
(4) In accordance with Accounting Standard  17 "Segment Reporting",
segment information has been given in the consolidated fnancial
statements of the Company, and therefore, no separate disclosure on
segment information is given in these fnancial statements.
(5) Previous years''s fgures have been regrouped / recast whereever
necessary
Mar 31, 2012
A. Terms / rights attached to equity shares
The Company has only one class of equity share having a par value of
Rs. 10/- per share. Each holder of equity share 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,
except in case of interim dividend.
During the year ended 31st March 2012, the amount of dividend per share
recognized as distribution to equity shareholders was Rs. Nil (31 March
2011 : Re. 1/-).
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. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
b. Terms of redemption of CRPS
Pursuant to the order of the Hon'ble High Court of Judicature at Bombay
dated October 14, 2003, the Company had cancelled 22 1/2 equity shares
issued and unallotted and reduced 20% of the outstanding equity shares
amounting to 5,626,320 equity shares. In lieu of cancelled shares, the
Company has issued 5,626,320 0.01% Cumulative Redeemable Preference
Shares of Rs.10/- each entitled for cumulative Preference dividend of
0.01% p.a. and redeemable in five equal annual installments starting
from September 2019. In the event of liquidation of the Company before
redemption, the holders of CRPS will have priority over equity shares
in the payment of dividend and repayment of capital.
c. The Company does not have any holding company.
d. There are no bonus shares issued, shares issued for consideration
other than cash and shares bought back during the period of five years
immediately preceding the reporting date.
(I) Effect and Progress of Restructuring Package
In terms of the Financial Restructuring Package (FRP) approved by the
Corporate Debt Restructuring (CDR) Cell in July 2003 and April 2009,
the terms of security, redemption and conversion have been rescheduled.
A separate disclosure is made hereunder to explain the same, as also
the progress made so far :
(i) Promoters/Associates have pledged 11,426,514 equity shares and
546,652 cumulative redeemable preference shares out of their
share-holding in the Company.
(ii) Pledge of Promoters' holding of shares of Bajaj Auto Limited is to
the tune of Rs.14.65 crore.
(iii) The Company shall ensure balance realization of non-core assets
and investments aggregating Rs.82.73 crore (net of amounts realized
till 31.03.2012) over a specified time schedule ending on 30th
September, 2012.
(iv) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charge / credit in FRP for 8 years
commencing from the date of approval.
(v) In the event of default, as defined in the restructuring package,
the lenders have the right to cancel, suspend, reduce or modify all or
any of the relief and concessions or vary the terms and conditions
thereof.
(II) For details of loans received from related parties, please refer
Note No. 33.
(III) Deferred sales tax liability is to be paid in 5 annual instalments
commencing from FY2012-13 to FY 2016-17.
(a) Working Capital Facilities from the Banks and other non-funded
facilities are secured/to be secured by hypothecation of stocks
(excluding machinery spares) and book debts excluding stocks, book
debts and movable assets of Road Construction Division. The said
facilities are also secured by way of second and subservient pari passu
charge against the same assets as given to Trustees for Debentures as
shown at Note No.3. The said charge shall be second and subservient to
all other first charges created in favour of Trustees for all the
series of Debentures and Lenders for their term loans at (i) and (ii)
at Note No.3(I).
Note : Security given for the debentures, term loans at Note No.3(I)
and working capital facilities mentioned above exclude :
48 acres of grant land at Kalwe and Dighe, Dist. Thane in the State of
Maharashtra.
Leasehold land at Dighe, Thane, as it is mortgaged to Lenders covered
at Note No.3(I) (iv) and (ix).
Freehold land acquired for Coke Oven Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka.
Plant and Machinery of Captive Power Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka is given as security to
lenders covered at Note No.3(I) (vi).
1.1 acres leasehold land at Lonand, Dist. Satara in the State of
Maharashtra, for Company's project of expansion of finishing facilities
for steel products.
2.1 acres of leasehold land at Sinnar, Dist. Nasik, in the State of
Maharashtra, for Company's project of expansion of its Industrial
Machinery Division.
3.1 acres of freehold land in the State of Jharkhand, for Company's
projects in that State.
(b) Working capital and other facilities from a Bank to M/s. JSC
Centrodorstroy, Russia with whose co-operation Company executed a Road
Construction Project in the State of Uttar Pradesh are secured by
stocks, book debts and movable assets of Road Construction Division and
second charge against a residential flat at Mumbai.
(c) Company has defaulted in repayment of current maturity of Long Term
Debt to a bank to extent of Rs.17.50 crore out of which Rs.8.75 crore
has been paid after close of the year.
(a) 'Trade Payables' include (i) Rs.1.02 crore (Previous year Rs.1.63
crore) due to creditors registered under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSME) (ii) Rs. 373.69 crore
(Previous year Rs. 251.83 crore) due to other creditors.
(b) Disclosure in respect of creditors registered under Micro, Small
and Medium Enterprises Development Act, 2006 (MSME).
(i) Revaluation :
Free-hold land at Kalwe / Dighe, Thane as at 30.6.1983 was revalued as
at 30.6.1984 and the addition to assets on account of this revaluation,
aggregating Rs.12.27 crore was correspondingly credited to the
Revaluation Reserve during the year ended 30th June, 1984. To reflect
the current fair market value, the Company further revalued the
freehold land at Kalwe as at 31.3.2001 during November, 2001. The
registered valuer had carried out the valuation on the basis of the
then market values of these lands. The addition to assets on account of
this revaluation, aggregating Rs.114.36 crore was correspondingly
credited to the Revaluation Reserve during the year ended 31st March,
2002. Company has further revalued the aforesaid land as at 31.03.2009
and an amount aggregating Rs.1,212.37 crore has been added to assets
and correspondingly credited to the Revaluation Reserve as at
31.03.2009.
Leasehold land at Dighe, Thane as at 31.03.2011 has been revalued to
reflect the current Fair Market Value of this land. The valuation was
carried out by a Registered Valuer. The addition to assets on account
of this revaluation, aggregating Rs.334.34 crore has been
correspondingly credited to the revaluation reserve as at 31.03.2011.
An amount of Rs.4.39 crore has been transferred from the revaluation
reserve to the statement Profit & Loss towards charge of amortization
of the said land for the year.
(ii) Gross Block of Buildings as at 31st March, 2012 includes value of
offices, residential flats and garages in co-operative
societies/proposed co-operative societies/association of apartment
owners aggregating Rs.6.39 crore at cost (Previous Year Rs.6.39 crore)
[including cost of shares in co-operative societies Rs.7,500/-
(Previous Year Rs.7,500/-)].
(iii) Fixed assets include net book value of assets at Ginigera Steel
Plant aggregating Rs.1.40 crore which have been retired from active use
and are held for disposal as tabulated hereunder. The said net book
value is on the basis of realisable value as per valuation report of an
approved valuer.
Assets held for disposal
(iv) Fixed Assets include borrowing costs of Rs.5.86 crore capitalised
during the year (Previous Year Rs.5.74 crore).
(v) As lessee: Future Rental obligations in respect of premises taken
on lease - Operating Lease.
These premises comprise office premises and a residential flat given on
lease for tenure of two years with a provision for renewal in case of
office premises. Gross carrying amount of assets: Rs.2.40 crore.
Accumulated depreciation upto 31.03.2012: Rs.0.65 crore.
Depreciation for the year: Rs.0.04 crore.
Short Term Loans and Advances, Trade Receivables, non-current
investments etc.
(a) The Company has investments of Rs. 0.19 crore (Previous Year Rs.
0.19 crore) in equity shares of Bombay Forgings Limited (BFL), and has
trade receivables due from BFL / advances recoverable which stood at
Rs. 70.66 crore as at 31.03.2012 (Previous Year Rs. 66.98 crore)
(collectively referred to as 'Exposures'). Net worth of BFL has turned
positive and BFL is no longer a sick industrial company. BIFR has
discharged BFL from the purview of provisions of SICA. The management,
considering its long term view on the 'Exposures' relies upon on the
valuation of unencumbered assets of BFL as at 31st March, 2012 which is
at Rs. 79.92 crore (Previous Year Rs. 75.57 crore) and barring any
significant uncertainties in future, relies upon the earnings from the
ongoing business of BFL. The management considers the balance
'Exposures' to be 'Good' at the close of the year and adequately
covered and expects full realisability of the same in future, upon
which, the Auditors, being unable to make an informed judgement, have
placed their reliance.
(b) The Company has an investment of Rs. 61.63 crore (Previous Year Rs.
61.63 crore) in equity shares of Vidyavihar Containers Ltd. (VCL) a
wholly owned subsidiary. The Company has outstanding balances of loans
amounting to Rs. 33.23 crore (net of amount received during the year
Rs. 33.39 crore) (Previous Year Rs. 66.62 crore) (collectively referred
to as 'Exposures'). Although the Net Worth of VCL has eroded, the
management considers it appropriate to recognise diminution in value of
investments only upto an amount of Rs.18.49 crore and consider no
further provision necessary. Management, barring any significant
uncertainties in future, relies upon the VCL management's estimation of
realizable values of financial assets of VCL and expected additional
realization from its real estate development agreement with a developer
to be able to recover its exposures. The management considers the
balance 'Exposures' to be 'Good' at the close of the year and
adequately covered, and expects full realisability of the same in
future, upon which, the Auditors, being unable to make an informed
judgement, have placed their reliance.
(c) The Company has an investment of Rs.13.09 crore (Previous Year
Rs.13.09 crore) in equity shares of Stainless India Limited (SIL), has
trade receivables recoverable Rs. 1.12 crore (Previous Year Rs. 0.85
crore), loans and interest receivable outstanding aggregating Rs. Nil
(Previous Year Rs. 0.47 crore) and has trade advances, aggregating Rs.
39.16 crore (Previous Year Rs. 38.34 crore).
The Net-worth of SIL has eroded. The management has recognised fully
the diminution in value of investments. The management, barirng any
significant uncertainties, relies upon the estimated realisable values
of unencumbered assets of SIL, as at 31st March, 2012 estimated at Rs.
45.35 crore (Previous Year Rs. 49.50 crore). The management considers
the balance 'Exposures' to be 'Good' at the close of the year and
adequately covered and expects full realisability of the same in
future, upon which, the Auditors, being unable to make an informed
judgement, have placed their reliance.
(d) The Company has an investment of Rs. 26.25 crore (Previous Year Rs.
26.25 crore) in equity shares of Mukand Global Finance Limited (MGFL),
a wholly owned subsidiary, whose recovery is dependent upon realisation
of the financial assets that MGFL stands invested into at the close of
the year. The management considers the 'Exposure' to be 'Good' and
adequately covered since it is in the process of disposing off this
investment. As the negotiated price is yet undecided, any ultimate
shortfall in the realization is not determinable at present, the
Auditors being unable to make an informed judgment have placed reliance
on the judgment of the management.
(e) For details of loans and advances given to related parties, please
refer Note No. 33
Other current assets represent an amount of Rs.2.94 crore due from
Ispat Group of Companies. The Company had entered into an agreement
dated 31st March, 1998 to sell 500,000 Equity shares of Rs.10/- each of
Kalyani Mukand Ltd., for an aggregate consideration of Rs.6.94 crore.
Under the terms of the said agreement, the sale of shares was based on
certain conditions to be complied with subsequent to sale, and which
conditions have been fulfilled.
Since the sale and transfer of the shares were considered to be legally
complete upon execution of the Agreement of Sale of shares, the Company
had taken credit for the consideration aggregating Rs.6.94 crore,
during the Accounting Year 1997-98. The Company has, upto the close of
the accounting year 2011-12, received amounts aggregating Rs.4.00 crore
against the aggregate consideration of Rs.6.94 crore, and management
considers the balance amount to be good and recoverable in due course
and this has been relied upon by the Auditors.
(4) (a) Contingent Liabilities not provided for :
31-Mar-12 31-Mar-11
Rs.in crore Rs.in crore
(i) Disputed matters in appeal/
contested in respect of:
- Income Tax * 20.10 20.83
- Excise Duty, Customs Duty etc. 4.53 2.76
- Sales Tax, Works Contract Tax etc. ** 4.90 2.83
- Other matters 0.24 0.24
* included in this amount (not provided in the Accounts) is the
liability under Sec 115JB of the Income Tax Act, 1961 for Assessment
Year 2005-06 as the Company's appeal is pending disposal. Company
places reliance on certain judicial pronouncements and has also
obtained a legal opinion on the matter.
** In the matter of certain ex-parte assessments completed by
Commercial Tax Officer in the State of Uttar Pradesh, Company is
advised that liability if any that may arise will be determined after
the matter is remanded to the Assessing Officer and on completion of
reassessment proceedings and therefore, the same is not included
herein.
(ii) Claims against the Company not acknowledged as debt as these are
disputed and pending disposal at 20.89 17.26 various fora.
For items (i) & (ii)
The Company has taken legal and other steps to protect its interest in
respect of these matters, which is based on legal advice and/or
precedents in its own/other cases. It is not possible to make any
further determination of the liability which may arise in these
matters.
(iii) Bills discounted with the Bankers and others
Sale Bills discounted 9.80 17.27
(iv) Guarantees and Counter guarantees given by the Company on behalf
of :-
- Other Companies 22.75 18.96
(v) Bonds / Undertakings given by the Company under concessional duty/
exemption to Customs / Excise 0.66 0.66 Authorities (Net of redemption
applied for)
(vi) Bonds given by the Company against import of machinery under EPCG
Scheme. 30.02 19.37 (Net of redemption applied for)
(vii) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charged in FRP for 8 years commencing from
the date of approval.
(viii) The Company has implemented the award given by the Industrial
Tribunal in the matter relating to emoluments of staff and officers.
The said award is under challenge in the High Court of Bombay by way of
a Writ Petition, and is pending disposal.
Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by
Staff and Officers' Association is pending at different stages in
proceedings under The Industrial Disputes Act, 1947. Bulk of these
employees are statutorily not covered by The Payment of Bonus Act, 1965
and many of the employees are also not covered by The Industrial
Disputes Act, 1947. Liability arising there from cannot therefore be
determined at present.
(ix) Government of Maharashtra had served a Demand Notice on the
Company for payment of electricity duty for power generated during the
period 01.04.2000 to 30.04.2005 and penal interest thereon in Company's
Captive Power Plant amounting to Rs. 14.27 crore. The Writ Petition
filed by the Company is disposed by the Hon'ble Bombay High Court on
7th November, 2009 quashing the said Demand Notice. Government of
Maharashtra has however, filed an appeal in the Supreme Court of India
against the aforesaid judgment of High Court.
(x) There have been delays in payment of tax deducted at source in
earlier years and also in FY2011-12. Interest payable on delays has
been accounted for in respect of cases where appropriate orders have
been received from Income Tax authorities.
(xi) A claim towards difference in price of calibrated iron ore for the
period 1st April, 2006 to 28th February, 2007 amounting to Rs. 33.07
crore has been raised by a supplier in March 2007. The Company has been
legally advised that the supplier cannot seek this price revision under
a concluded agreement and hence no provision is made in the Accounts
for the same. The issue along with method of review and re-fixing of
price of calibrated iron ore effective on 1st of April each year in
terms of agreement is referred to an arbitral tribunal whose award is
awaited. Moreover, the said supplier has also unilaterally increased
the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter
w.e.f. 1st April, every year. This issue too is to be settled by the
aforesaid arbitral tribunal. However, pending such determination of
final price, the supplier has raised invoices at an ad-hoc interim
mutually agreed price on the marketing contractor who in turn, has
billed the Company at the same price and which liability, has been
fully accounted for.
(b) The management has, keeping in view the accounting policy 31(8)(v)
adopted by the Company, technically determined the realisable value of
Contracts in Progress (including incidental income by way of disposal
of plant and equipment at the end of the contract) compared to
relatable revenues and claims raised by the Company in respect of its
Road Construction Contracts. Although the outcome of the Road
Construction activity cannot be estimated with reliability at present,
it is the opinion of the management that in view of the substantially
large claims by the Company aggregating Rs.113.27 crore (Previous Year
Rs.114.73 crore) for incremental jobs executed, escalations and time
over-runs, losses currently expected are already recognized till the
close of the year. Since realization of these claims is a judgmental
matter, on which auditors are not able to make an informed judgment,
the auditors have placed reliance on the Management's judgment of the
losses currently expected, reliasability of claims which is expected to
be settled progressively by 31st March, 2013, and further losses if
any, would be entirely recognized and fully expensed by that date.
(e) The Company had, during the Financial Year 1998-99, entered into a
strategic alliance with Kalyani Steels Limited to set-up a steel plant
to be operated by a Company - Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels
Limited are shared on the basis stipulated in the relevant Agreements,
and its accounting in the books of the Company is carried out,
accordingly.
Wherever, due to the terms of the alliance, estimations are required to
be made in respect of expenses, liabilities, production, etc., the same
have been relied upon by the auditors, being technical matters.
(ii) The Company expects to contribute Rs.1.68 crores to its gratuity
plan for the next year. In assessing the Company's post retirement
liabilities, the Company monitors mortality assumptions and uses
up-to-date mortality tables, the base being the LIC, 1994-96 ultimate
tables.
(iii) Expected return on plan assets is based on expectation of the
average long term rate of return expected on investments of the fund
during the estimated term of the obligations. The estimates of future
salary increase considered in actuarial valuation take account of
inflation, seniority promotion and other relevant factors, such as
supply and demand in the employment market.
(iv) The composition of the plan assets, by category from the insurers,
LIC are on the basis of overall investment by them for all such insured
entities and hence, the disclosures as required by Accounting Standard
15 in 'Employee Benefits' have not been given, and Auditors have relied
upon the same.
(b) In terms of the strategic alliance with Kalyani Steels Limited, the
Company has accounted for its share towards gratuity in respect of
employees of Hospet Steels Ltd. amounting to Rs. 0.20 crore (Previous
Year Rs. 0.19 crore) on the basis of an actuarial valuation.
(c) In respect of certain employees of Road Construction Division,
liability for gratuity is provided at actuals on the basis of amount
due as at 31st March, 2012, since the projects are for shorter
duration. Such liability as at 31st March, 2012 (including Rs. 0.14
crore for the year which has been paid) aggregate Rs. 0.05 crore
(Previous Year Rs. 0.05 crore)
(d) An amount of Rs. 3.70 crore as contribution towards defined
contribution plans [including Rs. 0.74 crore in terms of strategic
alliance referred in (b) above] is recognised as expense in the Profit
and Loss Account.
(33) Related Party Disclosures
(a) Relationship :
(i) Subsidiaries:
Mukand Global Finance Ltd., Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL), Mukand Vijayanagar Steel Ltd.,
Mukand International FZE (MIFZE) w.e.f. 09.01.2011
Step-down Subsidiary: Mukand International FZE (MIFZE) upto 08.01.2011.
(ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless
India Ltd. (SIL), Hospet Steels Ltd. (HSL),
(iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML), Bekaert Mukand Wire Industries Pvt.
Ltd. (upto 28.03.2011).
(iv) Key Management Personnel :
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah.
(v) Relatives of key management personnel and enterprises in which
significant influence can be exercised by persons at (iv) above or
their relatives where transactions have taken place : Viren J. Shah
(vi) Other related parties where significant influence exists or where
the related party has significant influence on the Company :
Kalyani Mukand Ltd., Lineage Investments Ltd., Catalyst Finance Ltd.,
Econium Investments & Finance Ltd., Fusion Investments & Financial
Services Ltd., Primus Investments & Finance Ltd., Conquest Investments
& Finance Ltd., Jamnalal & Sons Pvt. Ltd. (JSPL).
Note : Related party relationship is as identified by the Company and
relied upon by the Auditors.
(5) In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statements of the Company, and therefore, no separate disclosure on
segment information is given in these financial statements.
(6) As notified by Ministry of Corporate Affairs, Revised Schedule VI
under the Companies Act, 1956 is applicable to the Financial Statements
for the financial year commencing on or after 1st April, 2011.
Accordingly, the financial statements for the year ended March 31, 2012
are prepared in accordance with the Revised Schedule VI. The amounts
and disclosures included in the financial statements of the previous
year have been reclassified to conform to the requirements of Revised
Schedule VI.
Mar 31, 2011
1. Impairment of Assets :
An asset is considered as impaired in accordance with Accounting
Standard 28 on ÃImpairment of AssetsÃ, when at balance sheet date there
are indications of impairment and the carrying amount of the assets or
where applicable the cash generating unit to which the assets belong,
exceeds its recoverable amount (i.e. the higher of the assetÃs net
selling price and value in use). The carrying amount is reduced to the
recoverable amount and the reduction is recognized as an impairment
loss in the Profit and Loss Account.
2. Investments:
Investments are classified as current or long term in accordance with
Accounting Standard 13 on ÃAccounting for InvestmentsÃ. Long term
Investments are stated at cost of acquisition. Provision for diminution
is made to recognize a decline, other than temporary, in the value of
such investments. Current investments are stated at lower of cost of
acquisition and fair value. Any reduction in carrying amount and any
reversals of such reductions are charged or credited to the Profit and
Loss Account.
3. Inventories:
Inventories are valued at lower of cost or net realizable value.
Materials-in-transit are valued at cost-to-date. Cost comprises all
cost of purchase, cost of conversion and other costs incurred in
bringing the inventories to their present location and condition
including excise duty payable on goods produced. The cost formulae used
for determination of cost are either ÃFirst in First Outà or ÃAverage
CostÃ, as applicable.
7. Foreign currency translations :
(i) All transactions in foreign currency, are recorded at the rates of
exchange prevailing as at the date of the transaction.
(ii) Monetary assets and liabilities in foreign currency, outstanding
at the close of the year, are converted in Indian currency at the
appropriate rates of exchange prevailing at the close of the year. The
resultant gain or loss is accounted for during the year.
(iii) In respect of forward exchange contracts entered into towards
hedge of foreign currency risks, the difference between the forward
rate and the exchange rate at the inception of the contract is
recognised as income or expenditure over the life of the contract.
Further, the exchange differences arising on such contracts are
recognised as income or expenditure along with the exchange differences
on the underlying assets/liabilities. Profit or Loss on
cancellations/renewals of forward contracts is accounted for during the
year.
Non monetary items such as investments are carried at historical costs
using the exchange rates on the date of the transactions.
8. Revenue Recognition:
(i) Revenue is recognised when it is earned and no significant
uncertainty exists as to its realisation or collection.
(ii) Revenue from sale of goods is recognized when all significant
contractual obligations have been satisfied, the property in the goods
is transferred for a price, significant risks and rewards of ownership
are transferred to the customers and no effective ownership is
retained. Sales are net of Sales Tax/Value Added Tax. Excise Duty
recovered is presented as a reduction from gross turnover.
(iii) Liability for Excise Duty and Customs Duty payable on goods held
in bond at the year end is provided for.
(iv) Benefit on account of entitlement to import duty-free materials
under the Advance Licence and Duty Entitlement Pass-Book Scheme, is
estimated and accounted in the year of export.
(v) Accounting for Long Term Engineering Contracts:
Revenue from construction/project related activity for
supply/commissioning of Plant & Equipment is recognised on the
percentage of completion method, in proportion that the contract costs
incurred for the work performed upto the reporting date bear to the
estimated total contract costs.
Provision for estimated losses, if any, on incomplete contracts are
recorded in the period in which such losses become probable based on
the current estimates.
At each reporting date, the contracts in progress (progress work) is
valued and carried in the Balance Sheet under Current Assets.
(vi) Interest income is recognized on time proportion basis taking into
account the amount outstanding and the rate applicable. Dividend income
is recognized when the right to receive dividend is established.
Interest income earned on trade dues is reduced from finance and lease
charges (Schedule 18).
(vii) Front-end fees paid on borrowings are amortised over the period
of loans/debentures or over a period of three years whichever is
shorter.
9. Leases:
(a) Operating lease:
Lease, where the lessor effectively retain substantially all the risks
and benefits of ownership of the leased assets, are classified as
operating lease. Operating lease receipts and payments are recognized
as income or expense in the Profit and Loss Account on a straight line
basis over the lease term.
(b) In respect of Other Assets taken on Lease upto 31-3-2001:
(i) Interest and other charges are deferred over the Ãspecified periodÃ
of the assets or the term of lease, whichever is shorter.
(ii) Lease rentals are charged over the Ãspecified periodà of the
assets or the term of lease, whichever is shorter.
The Ãspecified periodà is worked out at the rates of depreciation on
the Straight Line Method in Schedule XIV to the Companies Act, 1956,
and it commences from the year in which the asset is installed.
10. Employee Benefits :
Employee benefits such as salaries, allowances, non-monetary benefits
and employee benefits under defined contribution plans such as
provident fund and other funds, which fall due for payment within a
period of twelve months after rendering service, are charged as expense
to the Profit and Loss Account in the period in which the service is
rendered.
Employee benefits under defined benefit plans, such as compensated
absences and gratuity which fall due for payment after a period of
twelve months from rendering service or after completion of employment,
are measured by the project unit cost method, on the basis of actuarial
valuation carried out by third party actuaries at each balance sheet
date. The CompanyÃs obligations recognized in the balance sheet
represent the present value of obligations as reduced by the fair value
of plan assets, where applicable. Actuarial gains and losses are
recognized immediately in the Profit and Loss Account.
11. Borrowing Costs:
Borrowing cost attributable to the acquisition or construction of
qualifying assets, as defined in Accounting Standard 16 on ÃBorrowing
Costsà are capitalized as part of the cost of such assets upto the date
when the asset is ready for its intended use. Other borrowing costs are
expensed as incurred.
12. Taxation:
Tax expense comprises of current and deferred. Current income tax is
measured at the amount expected to be paid to the tax authorities in
accordance with the Income-tax Act, 1961 enacted in India. Deferred
income taxes reflects the impact of current year timing differences
between taxable income and accounting income for the year and reversal
of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws
enacted or substantively enacted at the balance sheet date. Deferred
tax assets and deferred tax liabilities are offset, if a legally
enforceable right exists to set off current tax assets against current
tax liabilities and the deferred tax assets and deferred tax
liabilities relate to the taxes on income levied by same governing
taxation laws. Deferred tax assets are recognised only to the extent
that there is reasonable certainty that sufficient future taxable
income will be available against which such deferred tax assets can be
realised. In situations where the company has unabsorbed depreciation
or carry forward tax losses, all deferred tax assets are recognised
only if there is virtual certainty supported by convincing evidence
that they can be realised against future taxable profits.
At each balance sheet date the Company re-assesses unrecognised
deferred tax assets. It recognises unrecognised deferred tax assets to
the extent that it has become reasonably certain or virtually certain,
as the case may be that sufficient future taxable income will be
available against which such deferred tax assets can be realised.
The carrying amount of deferred tax assets are reviewed at each balance
sheet date. The company writes-down the carrying amount of a deferred
tax asset to the extent that it is no longer reasonably certain or
virtually certain, as the case may be, that sufficient future taxable
income will be available against which deferred tax asset can be
realised. Any such write-down is reversed to the extent that it becomes
reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available.
MAT credit is recognised as an asset only when and to the extent there
is convincing evidence that the company will pay normal income tax
during the specified period. In the year in which the Minimum
Alternative tax (MAT) credit becomes eligible to be recognized as an
asset in accordance with the recommendations contained in guidance Note
issued by the Institute of Chartered Accountants of India, the said
asset is created by way of a credit to the profit and loss account and
shown as MAT Credit Entitlement. The Company reviews the same at each
balance sheet date and writes down the carrying amount of MAT Credit
Entitlement to the extent there is no longer convincing evidence to the
effect that Company will pay normal Income Tax during the specified
period.
13. Segment Reporting Policies :
Identification of segments:
The CompanyÃs operating businesses are organized and managed separately
according to the nature of products and services provided, with each
segment representing a strategic business unit that offers different
products and serves different markets. The analysis of geographical
segments is based on the areas in which major operating divisions of
the Company operate.
Inter segment Transfers:
The Company generally accounts for inter segment transfers at cost.
Allocation of common costs:
Common allocable costs are allocated to each segment according to the
relative contribution of each segment to the total common costs.
Unallocated items :
Includes general corporate income and expense items which are not
allocated to any business segment.
Segment Policies:
The company prepares its segment information in conformity with the
accounting policies adopted for preparing and presenting the financial
statements of the company as a whole.
14. Earnings Per Share:
Basic earnings per share are calculated by dividing the net profit or
loss for the period attributable to equity shareholders (after
deducting preference dividends and attributable taxes) by the weighted
average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net
profit or loss for the period attributable to equity shareholders and
the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.
15. Provisions and Contingent Liabilities:
Provisions involving a 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 Liabilities are not recognized but are disclosed in the
Financial Statements.
16. Cash Flow Statement:
The Cash Flow Statement is prepared by the Ãindirect methodà set-out in
Accounting Standard 3 on ÃCash Flow Statementà and presents the Cash
Flows by operating, investing and financing activities of the Company.
Cash and cash equivalents presented in the Cash Flow Statement consist
of cash on hand and unencumbered, highly liquid bank balances.
B. Notes forming part of the Accounts:
1. Share Capital
(a) Share Capital includes:
(i) 359,400 Equity Shares issued to Vendors as fully paid up for
consideration other than cash, pursuant to a contract.
(ii) 611,667 Equity Shares [including 293,510 issued to Vendors in (i)
above] issued as fully paid up for consideration other than cash on
account of conversion of Deferred Shares into Equity Shares.
(iii) 10,538,644 Equity Shares issued as fully paid up Bonus shares by
capitalising Securities Premium Account and Reserves.
(iv) 1,750,000 Equity Shares issued on 1st July, 1983 as fully paid up
on conversion of the convertible portion of Convertible Debentures.
(v) 23,759 Equity Shares issued on 1st March, 1993 as fully paid up, at
par, to the shareholders of Beco Engineering Company Ltd., pursuant to
a scheme of merger.
(b) The 0.01% Cumulative Redeemable Preference Shares are redeemable in
five equal annual installments commencing from September, 2019.
2. Loan Funds
(I) Secured Loans
(A) Nature of Security
(i) Debentures [included in Schedule 3(a)]
800,000, 10.50% (2006-15) Mortgage Debentures (balance outstanding as
at 31.03.2011 Rs. 67,344 thousands, Previous Year Rs.70,000 thousands),
2,500,000, 10.5% (2006-15) Mortgage Debentures (balance outstanding as
at 31.03.2011 Rs. 210,430 thousands, Previous Year Rs.218,730
thousands), 2,500,000, 10.5% (2006-15) Mortgage Debentures (balance
outstanding as at 31.03.2011 Rs. 210,450 thousands, Previous Year
Rs.218,750 thousands), are secured by way of first pari-passu charge
against mortgage / hypothecation of CompanyÃs freehold land, immovable
and movable fixed assets both present and future of the Company at
Kalwe and Dighe, Dist. Thane, in the State of Maharashtra and leasehold
land, immovable and movable fixed assets both present and future of the
Company at Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka
and such mortgage and charge shall rank pari-passu with the existing
mortgages and charges created in favour of financial institutions,
banks and a company for their loans except loans at (ii)(c) to (ii)(f)
below. These debentures are also secured by way of a second and
subservient pari-passu charge on stocks (excluding machinery spares)
and book debts.
(ii) Loans [included in Schedule 3(b)]
(a) Loans from Financial Institutions, Banks and a Company (balance
outstanding as at 31.03.2011 Rs. 4,771,092 thousands, Previous Year
Rs.5,074,513 thousands), are secured by way of first pari-passu charge
against mortgage / hypothecation of CompanyÃs freehold land, immovable
and movable fixed assets, both present and future of the Company at
Kalwe and Dighe, Dist. Thane, in the State of Maharashtra and leasehold
land, immovable and movable fixed assets both present and future of the
Company at Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka
and such mortgage and charge shall rank pari-passu with the existing
mortgages and charges created in favour of financial institutions,
banks and a company for their loans and in favour of Trustees for the
series of Debentures at (i) above except loans at (ii)(c) to (ii)(f)
below. These loans are also secured by way of a second and subservient
pari-passu charge on stocks (excluding machinery spares) and book
debts.
(b) Priority Loan of Rs.3,000,000 thousands (balance outstanding as at
31.03.2011 - Rs.500,000 thousands, Previous Year Rs.1,500,000
thousands) from ICICI Bank Ltd. is secured by way of first pari-passu
charge against mortgage / hypothecation of CompanyÃs freehold land,
immovable and movable fixed assets, both present and future of the
Company at Kalwe and Dighe, Dist. Thane, in the State of Maharashtra
and leasehold land, immovable and movable fixed assets, both present
and future of the Company at Ginigera/Kankapura, Dist. Ginigera in the
State of Karnataka and such mortgage and charge shall rank pari-passu
with the existing mortgages and charges created in favour of financial
institutions, banks and a company for their loans and in favour of
Trustees for series of debentures at (i) above, except loans at (ii)(c)
to (ii)(f) below. This loan is also secured by way of a second and
subservient pari-passu charge on stocks (excluding machinery spares)
and book debts.
(c) Loan of Rs.400,000 thousands from a Bank is secured against office
premises at Mumbai and one residential premises at Mumbai.
(d) Loan of Rs.3,500,000 thousands (balance outstanding as at
31.03.2011 - Rs.3,350,000 thousands, Previous Year Rs.2,250,000
thousands) from a Bank is secured / to be secured against mortgage of
50 acres of leasehold land at Dighe, Thane.
(e) Loan of Rs.350,000 thousands from a Bank is secured against plant
and machinery and other moveable assets of Captive Power Plant at
Ginigera / Kankapura, District Ginigera in the State of Karnataka.
(f) Loan of Rs.125,000 thousands (outstanding as at 31.03.2011 -
Rs.97,977 thousands, Previous Year Rs.143,072 thousands) from a Company
is secured against hypothecation of specific movable plant and
machinery, furniture and fixtures and office equipment.
(iii) Working Capital Facilities [included in Schedule 3(d)]
Working Capital Facilities from the Banks [included in Schedule 3(d)]
and other non-funded facilities are secured/to be secured by
hypothecation of stocks (excluding machinery spares) and book debts
excluding stocks, book debts and movable assets of Road Construction
Division. The said facilities are also secured by way of second and
subservient pari passu charge against mortgage/hypothecation of
freehold land, immovable and movable fixed assets, both present and
future of the Company at Kalwe and Dighe, Dist. Thane, in the State of
Maharashtra and leasehold land, immovable and movable fixed assets both
present and future of the Company at Ginigera/Kankapura, Dist. Ginigera
in the State of Karnataka. The said charge shall be second and
subservient to all other first charges created in favour of Trustees
for all the series of Debentures and Lenders for their loans at (ii)
(a) and (b) above.
Note: Security given for the above referred debentures, loans at
(ii)(a) and (ii)(b) and working capital facilities mentioned above
exclude:
- 48 acres of grant land at Kalwe and Dighe, Dist. Thane in the State
of Maharashtra.
- Leasehold land at Dighe, Thane, as it is mortgaged to Lenders covered
at (ii)(d) above.
- Freehold land acquired for Coke Oven Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka.
- Plant and Machinery of Captive Power Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka is given as security to
lenders covered at (ii)(e) above.
- 39.58 acres leasehold land at Lonand, Dist. Satara in the State of
Maharashtra, for CompanyÃs project of expansion of finishing facilities
for steel products.
- 43.14 acres of leasehold land at Sinar, Dist. Nasik, in the State of
Maharashtra, for CompanyÃs project of expansion of its Industrial
Machinery Division.
- 122.60 acres of freehold land in the State of Jharkhand, for
CompanyÃs projects in that State.
(iv) Working capital and other facilities from a Bank to M/s. JSC
Centrodorstroy, Russia with whose co-operation Company is executing a
Road Construction Project in the State of Uttar Pradesh are secured by
stocks, book debts and movable assets of Road Construction Division,
first charge against two residential flats at Mumbai and second charge
against a residential flat at Mumbai.
(B) Terms of Redemption and rescheduling of loan instalments
Terms of Redemption
(i) 800,000, 10.50% (2006-15) Privately placed Mortgage Debentures of
Rs.100/- each aggregating Rs.80,000 thousands were redeemable in full
on expiry of 3 years from 2nd April, 1998. Rescheduled for repayment in
90 installments from 2006 to 2015 in terms of Financial Restructuring
Package approved by Corporate Debt Restructuring Cell (CDR) in July
2003 and April 2009.
(ii) 2,500,000, 10.5% (2006-15) Privately placed Mortgage Debentures of
Rs.100/- each aggregating Rs.250,000 thousands were redeemable in full
on expiry of 5 years from 15th April, 1998. Rescheduled for repayment
in 90 monthly installments from 2006 to 2015 in terms of financial
restructuring package approved by CDR in July 2003 and April 2009.
(iii) 2,500,000, 10.5% (2006-15) Privately placed Mortgage Debentures
of Rs.100/- each aggregating Rs.250,000 thousands were redeemable in
one installment on 15th October, 2001. Rescheduled for repayment in 90
monthly installments from 2006 to 2015 in terms of financial
restructuring package approved by CDR in July 2003 and April 2009.
(iv) The balance amount of Rs.100,000 thousands of 50 floating rate
(2007-11) Mortgage Debentures has been paid during the year.
Rescheduling of loan instalments
(i) The principal term debt is to be repaid in 144 monthly installments
commencing from April 2006 and ending in March, 2018 with a
pre-determined ballooning schedule. During April 2009 CDR Cell approved
deferment of principal amount due for payment aggregating Rs.1,190,000
thousands during the period of 18 months commencing from 1st April,
2009 and ending on 30th September, 2010. The total loan amount is now
rescheduled to be paid during FY2010-11 to FY2014-15 in place of the
earlier schedule of payments by FY2017-18 without any increase in the
rate of interest. The Company has improved its operations as well as
the resultant cash flows. Based on an assessment of its financial
commitments and the estimated cash flows, the management is confident
of meeting all its financial commitments in the foreseeable future.
(ii) Interest/lease rentals payable on all the principal term debt for
the period from 1st April, 2002 to 30th September, 2004 have been
converted into Future Funded Interest Term Loan (FFITL) and would be
repaid in 78 installments commencing from April 2005 and ending in
March, 2013 with a ballooning schedule.
(C) Effect and Progress of Restructuring Package
In terms of the Financial Restructuring Package (FRP) approved by the
Corporate Debt Restructuring (CDR) Cell in July 2003 and April 2009,
the terms of security, redemption and conversion have been rescheduled.
A separate disclosure is made hereunder to explain the same, as also
the progress made so far :
(i) Promoters/Associates have pledged 11,426,514 equity shares and
546,652 cumulative redeemable preference shares out of their
share-holding in the Company.
(ii) Pledge of Promotersà holding of shares of Bajaj Auto Limited is to
the tune of Rs.170,181 thousands.
(iii) The Company shall ensure balance realization of non-core assets
and investments aggregating Rs.1,161,220 thousands (net of amounts
realized till 31.03.2011) over a specified time schedule ending on 30th
September, 2012. After the close of the year, Company has realised
Rs.130,000 thousands till date.
(iv) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charge in FRP for 8 years commencing from
the date of approval.
(v) In the event of default, as defined in the restructuring package,
the lenders have the right to cancel, suspend, reduce or modify all or
any of the relief and concessions or vary the terms and conditions
thereof.
II. Unsecured loans
(a) ÃFixed Deposits in Schedule 4Ã includes unclaimed Fixed Deposits as
at 31st March, 2011 amounting to Rs.9,117 thousands (Previous Year
Rs.7,775 thousands).
(b) Deferred of sales tax liability is to be paid in 5 annual
instalments commencing from FY2011-12 to FY2016-17. 3. Fixed Assets :
(i) Revaluation :
Free-hold land at Kalwe / Dighe, Thane as at 30.6.1983 was revalued as
at 30.6.1984 and the addition to assets on account of this revaluation,
aggregating Rs.122,705 thousands was correspondingly credited to the
Revaluation Reserve during the year ended 30th June, 1984. To reflect
the current fair market value, the Company further revalued the
freehold land at Kalwe as at 31.3.2001 during November, 2001. The
registered valuer had carried out the valuation on the basis of the
then market values of these lands. The addition to assets on account of
this revaluation, aggregating Rs.1,143,588 thousands was
correspondingly credited to the Revaluation Reserve during the year
ended 31st March, 2002. Company has further revalued the aforesaid land
as at 31.03.2009 and an amount aggregating Rs.12,123,691 thousands has
been added to assets and correspondingly credited to the Revaluation
Reserve as at 31.03.2009.
Leasehold land at Dighe, Thane as at 31.03.2011 has been revalued to
reflect the current Fair Market Value of this land. The valuation was
carried out by a Registered Valuer. The addition to assets on account
of this revaluation, aggregating Rs.3,343,357 thousands has been
correspondingly credited to the revaluation reserve as at 31.03.2011.
(ii) Gross Block of Buildings as at 31st March, 2011 includes value of
offices, residential flats and garages in co-operative
societies/proposed co-operative societies/association of apartment
owners aggregating Rs.63,904 thousands at cost (Previous Year Rs.
63,904 thousands) [including cost of shares in co-operative societies
Rs.7 thousands (Previous Year Rs.7 thousands)].
4. Current Assets
In the opinion of the Board of Directors of the Company, all items of
ÃCurrent Assets, Loans and AdvancesÃ, continue to have a realizable
value of at least the amounts at which they are stated in the Balance
Sheet, unless otherwise stated.
5. Debtors
Debtors include an amount of Rs.29,403 thousands due from Ispat Group
of Companies. The Company had entered into an agreement dated 31st
March, 1998 to sell 500,000 Equity shares of Rs.10/- each of Kalyani
Mukand Ltd., for an aggregate consideration of Rs.69,375 thousands.
Under the terms of the said agreement, the sale of shares was based on
certain conditions to be complied with subsequent to sale, and which
conditions have been fulfilled.
Since the sale and transfer of the shares were considered to be legally
complete upon execution of the Agreement of Sale of shares, the Company
had taken credit for the consideration aggregating Rs.69,375 thousands,
during the Accounting Year 1997-98. The Company has, upto the close of
the accounting year 2010-11, received amounts aggregating Rs.39,972
thousands against the aggregate consideration of Rs.69,375 thousands,
and management considers the balance amount to be good and recoverable
in due course and this has been relied upon by the Auditors.
6. Loans, Advances, Debts, investments etc.
(a) The Company has investments of Rs.1,930 thousands (Previous Year
Rs.1,930 thousands) in equity shares of Bombay Forgings Limited (BFL),
and has debts due from BFL which has reduced to Rs.669,774 thousands as
at 31.03.2011 (Previous Year Rs.803,336 thousands) (collectively
referred to as ÃExposuresÃ). Net worth of BFL has turned positive and
BFL is no longer a sick industrial company. BIFR has discharged BFL
from the purview of provisions of SICA. The management, considering its
long term view on the ÃExposuresà relies upon on the valuation of
unencumbered assets of BFL as at 31st March, 2011 which is at
Rs.755,700 thousands (Previous Year Rs.567,261 thousands) and barring
any significant uncertainties in future, relies upon the earnings from
the ongoing business of BFL. The management considers the balance
ÃExposuresà to be ÃGoodà at the close of the year and adequately
covered and expects full realisability of the same in future, upon
which, the Auditors, being unable to make an informed judgement, have
placed their reliance.
(b) The Company has an investment of Rs.616,300 thousands (Previous
Year Rs. 616,300 thousands) in equity shares of Vidyavihar Containers
Ltd. (VCL) a wholly owned Subsidiary. The Company has outstanding
balances of loans amounting to Rs.666,189 thousands (net of amount
received during the year Rs.8,780 thousands and of interest receivable
amounting to Rs.155,674 thousands) (Previous Year Rs. 674,969
thousands) (collectively referred to as ÃExposuresÃ). Although the Net
Worth of VCL has eroded, the management considers it appropriate to
recognise diminution in value of investments only upto an amount of
Rs.184,890 thousands and had, during FY2008-09, fully provided for
doubtful recovery of interest receivable from VCL and consider no
further provision necessary. This interest receivable has been
written-off during the year against the provision made in FY2008-09.
After the close of the year, Company has received Rs.130,000 thousands
against the outstanding balances of loans and further amounts are
likely to be realised in FY2011-12. Management, barring any significant
uncertainties in future, relies upon the VCL managementÃs estimation of
realizable values of financial assets of VCL and expected additional
realization from it real estate development agreement with a developer
to be able to recover its exposures. The management considers the
balance ÃExposuresà to be ÃGoodà at the close of the year and
adequately covered, and expects full realisability of the same in
future, upon which, the Auditors, being unable to make an informed
judgement, have placed their reliance.
(c) The Company has an investment of Rs.130,915 thousands (Previous
Year Rs. 130,915 thousands) in equity shares of Stainless India Limited
(SIL), has trade debts Rs.153,432 thousands (Previous Year Rs. 153,432
thousands) (including considered doubtful and provided during FY2005-06
Rs.144,981 thousands), loans and interest receivable outstanding
aggregating Rs.4,712 thousands(since received) (Previous Year Rs. 4,280
thousands) and has trade advances / interest receivable, aggregating
Rs.773,435 thousands (Previous Year Rs. 774,259 thousands) (including
doubtful of recovery and provided during FY2005-06 Rs.200,000 thousands
and an amount of Rs.190,000 thousands written-off during the year).
Company has during the year written-off trade debts amounting to
Rs.144,981 thousands against the provision made in FY2005-06. It has
also written-off an amount of Rs.390,000 thousands towards trade
advances (including Rs.200,000 thousands against the provision made in
FY2005-06).
The Net-worth of SIL has eroded. The management has recognised fully
the diminution in value of investments and has made further provision
of balance ÃExposuresà in SIL, as referred above. The management,
baring any significant uncertainties, relies upon the estimated
realisable values of unencumbered assets of SIL, as at 31st March, 2011
estimated at Rs.494,969 thousands (Previous Year Rs. 592,161
thousands). The management considers the balance ÃExposuresà to be
ÃGoodà at the close of the year and adequately covered and expects full
realisability of the same in future, upon which, the Auditors, being
unable to make an informed judgement, have placed their reliance.
(d) The Company has an investment of Rs.262,495 thousands (Previous
Year Rs. 262,495 thousands) in equity shares and interest recoverable
from Mukand Global Finance Limited (MGFL), a wholly owned subsidiary,
aggregating Rs.118,848 thousands (Previous Year Rs. 118,848 thousands)
(collectively referred to as ÃExposuresÃ) whose recovery is dependent
upon realisation of the financial assets that MGFL stands invested into
at the close of the year. Company had during FY2008-09, provided as
doubtful of recovery the interest receivable from MGFL amounting to
Rs.118,848 thousands. Company has written-off the amount of interest
receivable during the year against the provision made during FY2008-09.
The management considers the balance ÃExposureà to be ÃGoodà and
adequately covered since it is in the process of disposing off this
investment. As the negotiated price is yet undecided, any ultimate
shortfall in the realization is not determinable at present, the
Auditors being unable to make an informed judgment have placed reliance
on the judgment of the management.
(f) During the year, the Joint Venture agreement with NV Bekaert SA of
Belgium stands terminated w.e.f. 29.03.2011 due to additional infusion
of capital by NV Bekaert SA. In case of the CompanyÃs investments in
Mukand Bekaert Wire Industries Pvt. Ltd., (MBWL), the Joint Venture
Company, no provision for diminution in the value of investments in
MBWL is considered even though MBWLÃs net-worth has eroded by 46.47%
since this is a long term investment by the Company. Moreover, NV
Bekaert SA has infused additional capital in MBWL to double the
capacity of its plant and this is expected to earn sufficient profits
in the coming years and recoup the losses incurred till 31.03.2011. The
Auditors being unable to make an informed judgment have placed reliance
on the judgment of the management.
7. (a) ÃSundry Creditorsà in Schedule Ã11à include (i) Rs.16,252
thousands (Previous year Rs.12,648 thousands) due to creditors
registered under the Micro, Small and Medium Enterprises Development
Act, 2006 (MSME) (ii) Rs.2,705,013 thousands (Previous year Rs.
2,458,118 thousands) due to other creditors.
9.(a) Contingent Liabilities not provided for :
31.03.2011 31.03.2010
Rs.'000 Rs.'000
(i) Disputed matters in appeal/
contested in respect of:
- Income Tax * 208,330 203,566
- Excise Duty, Customs Duty etc. 27,561 27,231
- Sales Tax, Works Contract Tax etc. ** 28,321 141,189
- Other matters 2,416 2,416
* included in this amount (not provided
in the Accounts) is the liability under
Sec 115JB of the Income Tax Act, 1961 for
Assessment Year 2005-06 as the CompanyÃs
appeal is pending disposal. Company places
reliance on certain judicial pronouncements
and has also obtained a legal opinion on
the matter.
** In the matter of certain ex-parte
assessments completed by Commercial Tax
Officer in the State of Uttar Pradesh,
Company is advised that liability if
any, that may arise will be determined after
the matter is remanded to the Assessing
Officer and on completion of reassessment
proceedings and therefore, the same is not
included herein.
(ii) Claims against the Company not
acknowledged as debts as these 172,614 168,383
are disputed and pending disposal at
various fora. For items (i) &
(ii)
The Company has taken legal and other
steps to protect its interest in
respect of these matters, which is based
on legal advice and/or precedents in its
own/other cases. It is not possible to make
any further determination of the liability
which may arise in these matters.
(iii) Bills discounted with the Bankers
and others Sale Bills discounted 172,699 132,170
(iv) Guarantees and Counter guarantees
given by the Company on behalf
of :-
- Other Companies 189,576 517,539
(v) Bonds / Undertakings given by the
Company under concessional duty/
exemption to Customs / Excise Authorities
(Net of redemption applied for) 6,569 6,569
(vi) Bonds given by the Company against
import of machinery under EPCG Scheme.
(Net of redemption applied for) 193,702 256,004
(vii) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charged in FRP for 8 years commencing from
the date of approval.
(viii) The Company has implemented the award given by the Industrial
Tribunal in the matter relating to emoluments of staff and officers.
The said award is under challenge in the High Court of Bombay by way of
a Writ Petition, and is pending disposal.
Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by
Staff and Officersà Association is pending at different stages in
proceedings under The Industrial Disputes Act, 1947. Bulk of these
employees are statutorily not covered by The Payment of Bonus Act, 1965
and many of the employees are also not covered by The Industrial
Disputes Act, 1947. Liability arising there from cannot therefore be
determined at present.
(ix) Government of Maharashtra had served a Demand Notice on the
Company for payment of electricity duty for power generated during the
period 01.04.2000 to 30.04.2005 and penal interest thereon in CompanyÃs
Captive Power Plant amounting to Rs.142,744 thousands. The Writ
Petition filed by the Company is disposed by the HonÃble Bombay High
Court on 7th November, 2009 quashing the said Demand Notice. Government
of Maharashtra has however, filed an appeal in the Supreme Court of
India against the aforesaid judgment of High Court.
(x) Under provisions of an Order dt. 16th August, 2006 issued by the
Maharashtra Electricity Regulatory Commission (MERC), it is mandatory
for CompanyÃs grid synchronised captive power plant to use a minimum of
4% renewable energy like wind power, co- generation etc. in its total
consumption of energy generated from its own captive power plant with
effect from FY 2007-08. Similarly, for FY 2008-09, the said percentage
is 5% and for FY2009-10 it is 6%. In response to several petitions,
MERC has permitted compliance of this requirement on a cumulative basis
for three years viz., FY 2007-08 to FY 2009-10. Accordingly, Company
has already purchased 6,487,016 Kwh and given in the grid of
Maharashtra State Electricity Distribution Co. Ltd. (MSEDCL) which
holds/ held these units to the credit of CompanyÃs account. The balance
of units are not required to be purchased in view of MERCÃs order dated
7th August 2009.
(b) There have been delays in payment of tax deducted at source in
earlier years and also in FY2010-11. Interest payable on delays has
been accounted for in respect of cases where appropriate orders have
been received from Income Tax authorities.
10. A claim towards difference in price of calibrated iron ore for the
period 1st April, 2006 to 28th February, 2007 amounting to Rs.330,678
thousands has been raised by a supplier in March 2007. The Company has
been legally advised that the supplier cannot seek this price revision
under a concluded agreement and hence no provision is made in the
Accounts for the same. The issue along with method of review and
re-fixing of price of calibrated iron ore effective on 1st of April
each year in terms of agreement is referred to an arbitral tribunal
whose award is awaited. Moreover, the said supplier has also
unilaterally increased the price of calibrated iron ore w.e.f. 1st
April, 2007 and thereafter w.e.f. 1st April, every year. This issue too
is to be settled by the aforesaid arbitral tribunal. However, pending
such determination of final price, the supplier has raised invoices at
an ad-hoc interim mutually agreed price on the marketing contractor who
in turn, has billed the Company at the same price and which liability,
has been fully accounted for.
12. Sales in à Schedule 14:
(a) (i) Sales is net of Returns, etc. relating to earlier years
aggregating Rs.14,021 thousands (Previous Year Rs. 4,081 thousands),
Rebates and Allowances on Sales relating to earlier years Rs.71,097
thousands (Previous Year Rs. 26,385 thousands) and is also net of early
payment discounts aggregating Rs.87,758 thousands (Previous Year
Rs.68,505 thousands). (ii) Sales includes export incentives (net)
Rs.69,076 thousands (Previous Year Rs.34,136 thousands). At the close
of the year, the Company has, estimated and accounted, an amount of
Rs.33,021 thousands (Previous Year Rs.10,417 thousands) as Export
Incentives receivables, being the benefit on account of entitlement to
import duty-free materials under Duty Entitlement Pass-Book Scheme, as
detailed in Accounting Policy A (7) (iv).
(c) The management has, keeping in view the accounting policy A(8)(v)
adopted by the Company, technically determined the realisable value of
Contracts in Progress (including incidental income by way of disposal
of plant and equipment at the end of the contract) compared to
relatable revenues and claims raised by the Company in respect of its
Road Construction Contracts. Although the outcome of the Road
Construction activity cannot be estimated with reliability at present,
it is the opinion of the management that in view of the substantially
large claims by the Company aggregating Rs.1,147,274 thousands
(Previous Year Rs.1,191,933 thousands) for incremental jobs executed,
escalations and time over-runs, losses currently expected are already
recognized till the close of the year. Since realization of these
claims is a judgmental matter, on which auditors are not able to make
an informed judgment, the auditors have placed reliance on the
ManagementÃs judgment of the losses currently expected, reliasability
of claims which is expected to be settled progressively by 31st March,
2012, and further losses if any, would be entirely recognized and fully
expensed by that date.
(e) For the year under consideration, the Company has followed
Accounting Standard 7 à ÃConstruction Contractsà and has given
accounting treatment of revenue and costs associated with such
contracts for the contracts of Industrial Machinery Division in place
of Accounting Standard 9 Ã ÃRevenue RecognitionÃ. The effect of this
change is that the revenue is higher by Rs. 222,708 thousands.
14. The Company had, during the Financial Year 1998-99, entered into a
strategic alliance with Kalyani Steels Limited to set-up a steel plant
to be operated by a Company à Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels
Limited are shared on the basis stipulated in the relevant Agreements,
and its accounting in the books of the Company is carried out,
accordingly.
Wherever, due to the terms of the alliance, estimations are required to
be made in respect of expenses, liabilities, production, etc., the same
have been relied upon by the auditors, being technical matters.
16. Disclosures under Accounting Standard 15 on Employee Benefits
(ii) The Company expects to contribute Rs.12,364 thousands to its
gratuity plan for the next year. In assessing the CompanyÃs post
retirement liabilities, the Company monitors mortality assumptions and
uses up-to-date mortality tables, the base being the LIC, 1994-96
ultimate tables.
(iii) Expected return on plan assets is based on expectation of the
average long term rate of return expected on investments of the fund
during the estimated term of the obligations. The estimates of future
salary increase considered in actuarial valuation take account of
inflation, seniority promotion and other relevant factors, such as
supply and demand in the employment market.
(iv) The composition of the plan assets, by category from the insurers,
LIC are on the basis of overall investment by them for all such insured
entities and hence, the disclosures as required by Accounting Standard
15 in ÃEmployee Benefitsà have not been given, and Auditors have relied
upon the same.
(b) In terms of the strategic alliance with Kalyani Steels Limited, the
Company has accounted for its share towards gratuity in respect of
employees of Hospet Steels Ltd. amounting to Rs.1,904 thousands
(Previous Year Rs.3,090 thousands) on the basis of an actuarial
valuation.
(c) In respect of certain employees of Road Construction Division,
liability for gratuity is provided at actuals on the basis of amount
due as at 31st March, 2011, since the projects are for shorter
duration. Such liability as at 31st March, 2011 (including Rs.89
thousands for the year) aggregate Rs.481 thousands (Previous Year
Rs.729 thousands)
(d) An amount of Rs.35,264 thousands as contribution towards defined
contribution plans [including Rs.5,844 thousands in terms of strategic
alliance referred in (b) above] is recognised as expense in the Profit
and Loss Account.
19. Remuneration to the Managing Directors and Whole-time Director
paid / payable during the year, under Section 198 of the Companies Act,
1956 :
* includes encashment of leave
Sitting fees paid to Non-Executive Directors Rs.850 thousands (Previous
Year Rs.855 thousands).
i) Remuneration to the Managing Directors has been paid in terms of
approvals of Shareholders to the said appointments.
ii) As the liabilities for gratuity and leave entitlement are provided
on actuarial basis for the Company as a whole, the amounts pertaining
to the Managing Directors is not ascertainable and therefore, not
included above.
iii) Since no commission is payable to any Managing Director,
computation of net profit U/S 349 of the Companies Act, 1956 is not
given.
21. Related Party Disclosures
(a) Relationship :
(i) Subsidiaries : Mukand Global Finance Ltd.,
Mukand International Ltd. (MIL),
Vidyavihar Containers Ltd. (VCL),
Mukand Vijayanagar Steel Ltd.,
Mukand International FZE (MIFZE) w.e.f. 09.01.2011.
Step-down
Subsidiary: Mukand International FZE (MIFZE) upto 08.01.2011.
(ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless
India Ltd. (SIL), Hospet Steels Ltd. (HSL),
(iii) Joint Ventures :
Mukand Vini Mineral Ltd. (MVML), Mukand Bekaert Wire Industries Pvt.
Ltd. (upto 28.03.2011).
(iv) Key Management Personnel :
Niraj Bajaj, Rajesh V. Shah, Suketu V. Shah.
(v) Relatives of key management personnel and enterprises in which
significant influence can be exercised by persons at (iv) above or
their relatives where transactions have taken place :
Viren J. Shah
(vi) Other related parties where significant influence exists or where
the related party has significant influence on the Company :
Kalyani Mukand Ltd., Lineage Investments Ltd., Catalyst Finance Ltd.,
Econium Investments & Finance Ltd., Fusion Investments & Financial
Services Ltd., Primus Investments & Finance Ltd., Conquest Investments
& Finance Ltd., Jamnalal & Sons Pvt. Ltd. (JSPL).
Note : Related party relationship is as identified by the Company and
relied upon by the Auditors.
28. In accordance with Accounting Standard à 17 ÃSegment ReportingÃ,
segment information has been given in the consolidated financial
statements of the Company, and therefore, no separate disclosure on
segment information is given in these financial statements.
29. The accounts of previous year were audited by another Auditor and
opening balances are as per such accounts.
30. Figures less than Rs.500/- have, wherever necessary, been shown at
actuals in brackets since all the figures have been rounded off to the
nearest thousand.
31. Previous year's figures have been regrouped/recast wherever
necessary.
Mar 31, 2010
1. Share Capital
(a) Share Capital includes:
(i) 359,400 Equity Shares issued to Vendors as fully paid up for
consideration other than cash, pursuant to a contract.
ii) 611,667 Equity Shares [including 293,510 issued to Vendors in (i)
above! issued as fully paid up for consideration other than cash on
account of conversion of Deferred Shares into Equity Shares. ,
(iii) 10,538,644 Equity Shares issued as fully paid up Bonus shares by
capitalising Securities Premium Account and Reserves.
(iv) 1,750,000 Equity Shares issued on 1st July, 1983 as fully paid up
on conversion of the convertible portion of Convertible Debentures.
(v) 23,759 Equity Shares issued on 1st March, 1993 as fully paid up, at
par, to the shareholders of Beco Engineering Company Ltd., pursuant to
a scheme of merger.
(b) The 0.01% Cumulative Redeemable Preference Shares are redeemable in
five equal annual installments commencing from September, 2019.
2. Loan Funds
(I) Secured Loans
(A) Nature of Security
(i) Debentures [included in Schedule 3(a))
800,000,10.50% (2006-18) Mortgage Debentures, 2,500,000, 10.5%
(2006-18) Mortgage Debentures, 2,500,000,10.5% (2006-18) Mortgage
Debentures, 50 Floating Rate (2007-11) Mortgage Debentures are secured
by way of first pari-passu charge against mortgage of Companys
freehold land, immovable assets and movable assets both present and
future of the Company at Kalwe and Dighe, Dist. Thane, in the State of
Maharashtra and leasehold land, immovable assets and movable assets
both present and future of the Company at Ginigera/Kankapura, Dist.
Ginigera in the State of Karnataka and such mortgage and charge shall
rank pari-passu with the existing mortgages and charges created in
favour of financial institutions, banks and a company for their loans
subject to the prior charge of the Companys bankers on stocks
(excluding machinery spares) and book debts for working capital
facilities referred at (iii) below.
(ii) Loans [included in Schedule 3(b)]
(a) Loans from Financial Institutions, Banks and a Company are secured
/ to be secured by way of first pari-passu charge against mortgage of
Companys freehold land, immovable assets and movable assets both
present and future of the Company at Kalwe and Dighe, Dist. Thane, in
the State of Maharashtra and leasehold land, immovable assets and
movable assets both present and future of the Company at
Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka and such
mortgage and charge shall rank pari-passu with the existing mortgages
and charges created in favour of financial institutions, banks and a
company for their loans and in favour of Trustees for the series of
Debentures at (i) above except loans at (ii)(c) to |ii)(g| and working
capital facilities from banks at (iii) below, subject to the prior
charge (except for a term loan from a Bank) of the Companys bankers on
stocks (excluding machinery spares) and book debts.
(b) Priority Loan of Rs.1,500,000,000/- (balance outstanding as at
31.3.2010 -original loan was for Rs.3,000,000,000/-) from ICICI Bank
Ltd. is secured by way of first pari-passu charge against mortgage of
Companys freehold land, immovable assets and movable assets both
present and future of the Company at Kalwe and Dighe, Dist. Thane, in
the State of Maharashtra and leasehold land, immovable assets and
movable assets both present and future of the Company at
Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka and such
mortgage and charge shall rank pari-passu with the existing mortgages
and charges created in favour of financial institutions, banks and a
company for their loans and in favour of trustees for series of
debentures at (i) above, except loans at (ii)(c) to (ii)(g) and working
capital facilities from banks at (iii) below, subject to the prior
charge of the Companys bankers on stocks (excluding machinery spares)
and book debts.
(c) Loan of Rs.375,000,002/- from HDFC Ltd. is to be secured against
mortgage of 10 acres of lease hold land at Dighe, Thane.
(d) Loans of Rs.2,250,000,000/- from a Bank is secured against mortgage
of 50 acres of lease hold land at Dighe, Thane.
(e) Loan of Rs.264,817,642/- from a Bank is secured by way of second
charge against office premises at Mumbai and one residential premises
at Mumbai.
(f) Loan of Rs.143,072,368/- from a Company is secured against
hypothecation of specific movable plant and machinery, furniture and
fixtures and office equipment.
g) Vehicle Loans from ICICI Bank Ltd. amounting to Rs.l,805,465/- are
secured by way of hypothecation of specific vehicles.
(iii) Working Capital Facilities [included in Schedule 3(d)]
Working Capital Facilities from the Banks [included in Schedule 3(d))
and other non-funded facilities are secured by hypothecation of stocks
(excluding machinery spares) and book debts excluding stocks, book
debts and movable assets of Road Construction Division. The said
facilities are also secured by way of second and subservient charge
against mortgage of Companys immovable assets at Kalwe and Dighe,
Dist. Thane, in the State of Maharashtra and Ginigera / Kanakapura,
Dist. Ginigera in the State of Karnataka. The said charge shall be
second and subservient to all other first charges created in favour of
Trustees for all the series of Debentures and Lenders for their loans.
Note : Security given for the above referred debentures, loans and
working capital facilities mentioned above exclude :
à 48 acres of grant land at Kalwe and Dighe, Dist. Thane in the State
of Maharashtra.
à Leasehold land at Dighe, Thane, as it is mortgaged to Lenders covered
at (ii)(c) and (ii)(d) above.
à Freehold land acquired for Coke Oven Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka.
à Plant and Machinery of Captive Power Plant at Ginigera / Kankapura,
District Ginigera in the State of Karnataka.
à 39.58 acres leasehold land at Lonand, Dist. Satara in the State of
Maharashtra, for Companys project of expansion of finishing facilities
for steel products.
à 43.14 acres of leasehold land at Sinar, Dist. Nasik, in the State of
Maharashtra, for Companys project of expansion of its Industrial
Machinery Division.
à 52.49 acres of freehold land in the State of Jharkhand, for Companys
projects in that State.
|iv) Dena Bank has provided working capital and other facilities to
M/s. JSC Centrodorstroy, Russia with whose co-operation Company is
executing a Road Construction Project in the State of Uttar Pradesh.
The said facilities are secured by stocks, book debts and movable
assets of Road Construction Division, first charge against two
residential flats at Mumbai, first charge against a residential flat at
Delhi and second charge against a residential flat at Mumbai.
(B) Terms of Redemption and rescheduling of loan instalments
Terms of Redemption
0) 800,000, 10.50% 12006-18) Privately placed Mortgage Debentures of
Rs.100/- each aggregating Rs.80,000,000/- were redeemable in full on
expiry of 3 years from 2nd April, 1998. Rescheduled for repayment in
144 installments from 2006 to 2018 in terms of Financial Restructuring
Package approved by Corporate Debt Restructuring Cell (CDR) in July
2003.
[ii) 2,500,000, 10.5% (2006-18) Privately placed Mortgage Debentures of
Rs.100/- each aggregating Rs.250,000,000/- were redeemable in full on
expiry of 5 years from 15th April, 1998. Rescheduled for repayment in
144 monthly installments from 2006 to 2018 in terms of financial
restructuring package approved by CDR in July 2003.
iii) 2,500,000, 10.5% (2006-18) Privately placed Mortgage Debentures
of Rs.100/- each aggregating Rs.250,000,000/- were redeemable in one
installment on 15th October, 2001. Rescheduled for repayment in 144
monthly installments from 2006 to 2018 in terms of financial
restructuring package approved by CDR in July 2003.
(iv) 50 Floating Rate (2007-11) Privately Placed Mortgage Debentures of
Rs.5,000,000/- each aggregating Rs.250,OO0,O00/- are redeemable in 5
equal annual installments of Rs.50,000,000/- each commencing from 15th
December 2007.
Rescheduling of loan instalments
fi) The principal term debt is to be repaid in 144 monthly installments
commencing from April, 2006 and ending in March, 2018 with a
pre-determined ballooning schedule. During April, 2009 CDR Cell
approved deferment of principal amount due for payment aggregating
Rs.1,190 million during the period of 18 months commencing from 1st
April, 2009 and ending on 30th September, 2010. The total loan amount
is now rescheduled to be paid during FY2010-11 to FY2014-15 in place of
the earlier schedule of payments by FY2017-18 without any increase in
the rate of interest. The Company has improved its operations as well
as the resultant cash flows. Based on an assessment of its financial
commitments and the estimated cash flows, the management is confident
of meeting all its financial commitments in the foreseeable future.
(ii) Interest/lease rentals payable on all the principal term debt for
the period from 1st April, 2002 to 30th September, 2004 have been
converted into Future Funded Interest Term Loan (FFITL) and would be
repaid in 96 installments commencing from April, 2005 and ending in
March, 2013 with a ballooning schedule. Installments due during the
year have been paid.
(C) Effect and Progress of Restructuring Package
In terms of the Financial Restructuring Package (FRP) approved by the
Corporate Debt Restructuring (CDR) Cell in July, 2003 and April, 2009,
the terms of security, redemption and conversion have been rescheduled.
A separate disclosure is made hereunder to explain the same, as also
the progress made so far:
(i) Promoters/Associates have pledged 11,426,514 equity shares and
546,652 cumulative redeemable preference shares out of their
share-holding in the Company.
(ii) Pledge of Promoters holding of shares of Bajaj Auto Limited,
Bajaj Auto Finance Limited and Bajaj Holdings Limited is to the tune of
Rs.176 million.
(iif) The Company shall ensure balance realization of non-core assets
and investments aggregating Rs.1,170 million (net of amounts realized
till 31.03.2010) over a specified time schedule ending on 30th
September, 2010.
(iv) Debts of about Rs.118 million were to be converted into equity.
CDR has waived this condition on Company repaying debt along with
interest @ 18% per annum compounded on quarterly basis w.e.f. 1st
April, 2002. Company has repaid the said debt along with interest
during FY2OO9-10.
Iv) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charge in FRP for 8 years commencing from
July 2003.
(vi) In the event of default, as defined in the restructuring package,
the lenders have the right to cancel, suspend, reduce or modify all or
any of the relief and concessions or vary the terms and conditions
thereof.
II. Unsecured loans
Fixed Deposits in Schedule 4 includes unclaimed Fixed Deposits as at
31st March, 2010 amounting to Rs.7,775,000/- IPrevious Year
Rs.5,034,000/-).
3 . Fixed Assets :
5) The Company was allowed leasehold land at Trans -Thane Creek
Industrial Area, Dighe, at a provisional occupancy price of
Rs.20,400,000/- by Maharashtra Industrial Development Corporation
(MIDC). The Order of the Court at Thane by which partial refund of
Rs.5,400,000/- was granted to the Company was under appeal by MIDC in
Jhe Bombay High Court. As per consent terms signed on 4th April, 2009
between MIDC and Company, a total price of Rs.90,000,000/- is paid for
the said leasehold land. The Honble Court has passed an Order dated
15th April, 2009 and Company has paid Rs.69,600,000/- on 7th May, 2009,
being the balance amount. The accounting effect of this transaction
has been given during FY2008-09.
(ii) Revaluation :
Free-hold land at Kalwe / Dighe, Thane as at 30.6.1983 was revalued as
at 30.6.1984. To reflect the current fair market value, the Company
further revalued the freehold land at Kalwe as at 31.3.2001 during
November, 2001. The registered valuer had carried out the valuation on
the basis of the then market values of these lands. The addition to
assets on account of this revaluation, aggregating Rs.1,143,588,433/-
was correspondingly credited to the Revaluation Reserve during the year
ended 31st March, 2002. Company has further revalued the aforesaid
land as at 31.3.2009 and an amount aggregating Rs.12.123,691,000/- has
been added 1o assets and correspondingly credited to the Revaluation
Reserve as at 31.3.2009.
iii) Gross Block of Buildings as at 31st March, 2010 includes value of
offices, residential flats and garages in co-operative societies/
proposed co-operative societies/association of apartment owners and
cost of time-sharing-property at a Holiday Resort, aggregating
Rs.64,604,552/- at cost (Previous Year Rs. 64,604,552/-) (including
cost of shares in co-operative societies Rs.7,250/- (Previous Year
Rs.7,250/-)].
(iv) Capital Work-in-Progress includes Machinery-in-transit, if any.
ty) Fixed assets include net book value of assets at Ginigera Steel
Plant aggregating Rs.16,000,000/- which have been retired from active
use and are held for disposal as tabulated hereunder. The said net book
value is on the basis of realisable value as per
4. Current Assets
In the opinion of the Board of Directors of the Company, all items of
Current Assets, Loans and Advances, continue to have a realizable
value of at least the amounts at which they are stated in the Balance
Sheet, unless otherwise stated.
5. Debtors
The Company had entered into an agreement dated 31st March, 1998 to
sell 500,000 Equity shares of Rs.10/- each of Kalyani Mukand Ltd., for
an aggregate consideration of Rs.69,375,000/-. Under the terms of the
said agreement, the sale of shares was based on certain conditions to
be complied with subsequent to sale, and which conditions have been
fulfilled.
Since the sale and transfer of the shares were considered to be legally
complete upon execution of the Agreement of Sale of shares, the Company
had taken credit for the consideration aggregating Rs.69,375,000/-,
during the Accounting Year 1997-98. The Company has, upto the close of
the accounting year 2009-10, received amounts aggregating
Rs.39,971,860/- against the aggregate consideration of Rs.69,375,000/-.
6. Loans, Advances, Debts etc.
(a) The Company has investments of Rs.1,929,600/- in equity shares of
Bombay Forgings Limited (BFL), and also has debts amounting to
Rs.803,335,561/- (Net of recoveries of Rs.161,554,790/-) (collectively
referred to as Exposures) due from BFL whose net worth has turned
positive and BFL is no longer a sick industrial company. BIFR has
discharged BFL from the purview of provisions of SICA. The management,
considering its long term view on the Exposures relies on the
valuation of unencumbered assets of BFL as at 31st January, 2010 which
is at Rs.567,261,000/- and barring any significant uncertainties in
future, relies upon the earnings from the ongoing business of BFL. It
considers the Exposures to be Good at the close of the year and
adequately covered and expects full realisability of the same in
future, upon which, the Auditors have placed their reliance.
(b) The Company has an investment of Rs.616,300,000/- in equity shares
of Vidyavihar Containers Ltd. (VCL) a wholly owned Subsidiary. The
Company has outstanding balances of loans amounting to Rs.674,968,557/-
and of interesl receivable amounting to Rs.155,674,392/- (collectively
referred to as Exposures). Although the Net Worth of VCL has eroded,
the management considers it appropriate to recognise diminution in
value of investments only upto an amount of Rs.184,890,000/- and had,
during the previous year, fully provided for doubtful recovery of
interest receivable from VCL and consider no further provision
necessary. Management, barring any significant uncertainties in
future, relies upon the VCL managements estimation of realizable
values of financial assets of VCL and expected additional realization
from its real estate development agreement with a developer to be able
to recover its exposures. The management considers the balance
Exposures to be Good at the close of the year and adequately
covered, and expects full realisability of the same in future, upon
which, the Auditors, being unable to make an informed judgement, have
placed their reliance.
(c) The Company has an investment of Rs.130,915,468/- in equity shares
of Stainless India Limited (SIL), has trade debts Rs.153,432,237/-
(including considered doubtful and provided during an earlier year
Rs.144,980,561/-), loans outstanding aggregating Rs.4,000,000/- granted
during the year (net of recoveries) and has trade advances/interest
receivable, aggregating Rs.774,538,869/- [including granted during the
year (net) Rs.26,303,524/- and doubtful and provided during an earlier
year Rs.200,000,000/-).
The Net-worth of SIL has eroded. Although, the Companys Exposures
have increased, the management has recognised fully the diminution in
value of investments and has made no further provision of balance
Exposures; in SIL. The management, barring any significant
uncertainties, relies upon the estimated realisable values of
unencumbered assets of SIL, as at 31st March, 2010 estimated at
Rs.592,160,965/-. The management considers the balance Exposures to
be Good at the close of the year and adequately covered and expects
full realisability of the same in future, upon which, the Auditors,
being unable to make an informed judgement, have placed their reliance.
(d) The Company has an investment of Rs.262,495,000/- in equity shares
of, loans outstanding aggregating Rs.6,000,0007- granted during the
year (net of recoveries) and interest recoverable from Mukand Global
Finance Limited (MGFL), a wholly owned subsidiary, aggregating
Rs.118,848,390/- (collectively referred to as Exposures) whose
recovery is dependent upon realisation of the financial assets that
MGFL stands invested into at the close of the year. Company had during
the previous year, provided as doubtful of recovery the interest
receivable from MGFL amounting to Rs.118,848,390/-. The management
considers the balance Exposure to be Good and adequately covered
since it is in the process of disposing off this investment. As the
negotiated price is yet undecided, any ultimate shortfall in the
realization is not determinable at present.
(e) Details of loans and advances in the nature of loans recoverable
from subsidiaries/associates and shares held by loanees (stipulated
under clause 32 of the listing agreement with Stock Exchanges).
vii) Proportionate liability that may arise on account of loss on
realisation of assets in terms of the agreement and out of pending
litigations referred in the agreement for sale of shares of Kalyani
Mukand Ltd in which Company held 25% of the share capital - Amount not
ascertained at present. In the matter of pending litigations, the
Arbitral tribunal has given an award. The said award has been
challenged in the High Court. After close of the year, the High Court
at New Delhi has upheld the award with certain modifications. No
liabilities devolve on the Company.
(viii) Lenders shall have a right of recompense upto 12% per annum in
excess of the effective IRR charged in FRP for 8 years commencing from
July, 2003.
(ix) The Company has implemented the award given by the Industrial
Tribunal in the matter relating to emoluments of staff and officers.
The said award is under challenge in the High Court of Bombay by way of
a Writ Petition, and is pending disposal.
Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by
Staff and Officers Association is pending at different stages in
proceedings under The Industrial Disputes Act, 1947. Bulk of these
employees are statutorily not covered by The Payment of Bonus Act, 1965
and many of the employees are also not covered by The Industrial
Disputes Act, 1947. Liability arising there from cannot therefore be
determined at present.
A charter of demands raised by the Union of Workmen at Companys Unit
at Dighe, Thane is pending with the appropriate authority and
therefore, amount payable if any, is not ascertainable at present.
(x) Government of Maharashtra had served a Demand Notice on the Company
for payment of electricity duty for power generatedduring the period
01.4.2000 to 30.4.2005 and penal interest thereon in Companys Captive
Power Plant amounting to Rs.142,743,646/-. The Writ Petition filed by
the Company is disposed by the Honble Bombay High Court on 7th
November, 2009 quashing the said Demand Notice. Government of
Maharashtra has however, filed an appeal in the Supreme Court of India
against the aforesaid judgment of High Court.
xi) Under provisions of an Order dt. 16th August, 2006 issued by the
Maharashtra Electricity Regulatory Commission IMERC), it is mandatory
for Companys grid synchronised captive power plant to use a minimum of
4% renewable energy like wind power, co-generation etc. in its total
consumption of energy generated from its own captive power plant with
effect from FY 2007-08. Similarly, for FY 2008-09, the said percentage
is 5% and for FY2009-10 it is 6%. In response to several petitions,
MERC has permitted compliance of this requirement on a cumulative basis
for three years viz., FY 2007-08 to FY 2009-10. Accordingly, Company
has already purchased 6,487,016 Kwh and given in the grid of
Maharashtra State Electricily Distribution Co. Ltd. (MSEDCL) which
holds/held these units to the credit of Companys account. The balance
of units to be purchased and given to MSEDCL for FY 2007-08, FY 2008-09
and FY2009-10 aggregate 6,570,698 Kwh. No demand is raised on the
Company in this connection, as the matter is under review by MERC.
b] There have been delays in payment of tax deducted at source in
earlier years and also in FY2009-10. Interest payable on delays has
been accounted for in respect of cases where appropriate orders have
been received from Income Tax authorities.
10. A claim towards difference in price of calibrated iron ore for the
period 1st April, 2006 to 28th February, 2007 amounting to
Rs.330,678,120/- has been raised by a supplier in March 2007. The
Company has been legally advised that the supplier cannot seek this
price revision under a concluded agreement and hence no provision is
made in the Accounts for the same. The issue is referred to an arbitral
tribunal whose award is awaited. Moreover, the said supplier has also
unilaterally increased the price of calibrated iron ore w.e.f. 1st
April, 2007 and thereafter w.e.f. 1st April, every year. This issue too
is to be settled by the aforesaid arbitral tribunal. However, pending
such determination of final price, the supplier has raised invoices at
an ad-hoc interim price on the marketing contractor who in turn, has
billed the Company at this price and which liability, has been fully
accounted for.
(c) The management has, keeping in view the accounting policy A(7)|vi)
adopted by the Company, technically determined the realisable value of
Accumulated Direct Costs (including incidental income by way of
disposal of plant and equipment at the end of the contract) compared to
relatable revenues and claims raised by the Company in respect of its
Road Construction Contracts. Although the outcome of the Road
Construction activity cannot be estimated with reliability at present,
it is the opinion of the management that in view of the substantially
large claims by the Company aggregating Rs.l, 191,933,000/- for
incremental jobs executed, escalations and time over-runs, losses
currently expected are already recognized till the close of the year.
Since realization of these claims is a judgmental matter, on which
auditors are not able to make an informed judgment, the auditors have
placed reliance on the Managements judgment of the losses currently
expected, reusability of claims which is expected to be settled by 30th
September, 2011, and determination of the period in which further
losses if any, should be entirely recognized and fully expensed.
11. In accordance with Accounting Standard - 17 "Segment Reporting",
segment information has been given in the consolidated financial
statements of the Company, and therefore, no separate disclosure on
segment information is given in these financial statements.
12. Figures less than Rs.500/- have, wherever necessary, been shown
at actuals in brackets since all the figures have been rounded off to
the nearest thousand.
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