Mar 31, 2016
(a) Terms/ rights attached to equity shares:
The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.
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. This distribution will be in proportion to the number of equity shares held by the shareholder.
* The promoters of the Company have been changed upon acquisition of 51% stake by Suprajit Engineering Limited on June 18, 2015 and subsequently 0.05% through Open Offer. Consequent to this acquisition, Company has become subsidiary of Suprajit Engineering Limited. The promotors have further acquired 10.88% stake in the Company on October 9, 2015 pursuant to share purchase agreement dated May 6, 2015.
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.
Indian rupee loan of Rs.750.00 lacs (including current maturities of Rs.88.23 lacs) (Previous year Nil and Nil respectively) carries interest @11.25% p.a. The loan is repayable in 17 quarterly installments of Rs.44.12 lacs each, starting from the end of 12th month from the date of drawdown. The loan is secured by exclusive charge on the plant and machinery purchased/to be purchased from the said term loan and second pari passu charge on immovable and movable fixed assets of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.
* The Company is carrying post sales warranties provision for Auto Lamps based on historical experience and future estimate of claims by the management and it is expected that significant portion of these costs will be incurred in the next financial year.
i. Cash credit facilities from banks are secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of first pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida. The cash credit facilities are repayable on demand and carry interest @10.75% p.a.
ii. Packing credit foreign currency loan from a bank is for a term not exceeding a period of 180 days from the drawdown date and carries interest @3.00% p.a. These borrowings are secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.
iii. Overdraft facilities from banks are repayable on demand and carry interest @10.50% to 10.75% p.a. These borrowings are secured by way of first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by:
(a) first pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida for amount Rs. 598.78 lacs and;
(b) second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida for amount Rs. 0.37 lac.
iv. Bill discounting facilities from banks carry interest @ 9.75% to 10.15% p.a. Bill discounting facility from a bank of Rs. 365.90 lacs is secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of first pari-passu charge on movable and immovable fixed assets of the Company, (except fixed assets on which exclusive charge has been created towards term loan situated at Plot No. 59 A, 59 D & A1 at Noida). Bill discounting facility from a bank of Rs. 1,035.23 lacs is secured by second charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.
Notes:
a. During the year ended March 31, 2016, the Company has acquired the remaining shareholding i.e. 25,000 equity shares of EURO 1 each fully paid up in its downstream subsidiary Trifa Lamps Germany, GmbH (Trifa), from its another downstream subsidiary Luxlite Lamps SARL Luxembourg, for a consideration of EURO 41.61 lacs (Rs.3,116.32 lacs) based on a valuation performed by an independent valuer. Thus, Trifa became a wholly owned subsidiary of the Company. These shares were transferred to the Company vide share purchase agreement dated February 16, 2016 and notary document evidencing the transfer of shares dated March 10, 2016. The registration of the aforesaid number of 25,000 equity shares with the Registry of Commerce as required under the applicable laws in Germany is under process.
b. International Lamps Holding Company S.A. (âILHCâ), the wholly owned subsidiary of the Company, was merged with its wholly owned subsidiary Luxlite Lamps SARL Luxembourg effective from March 30, 2016 with an exchange ratio of 0.0098:1 (received 91,125 equity shares of EURO 100 each fully paid up in exchange of 93,40,000 equity shares of EURO 1 each fully paid up) as arrived on the basis of the valuation report of an independent valuer. Accordingly, with the requisite approval from regulatory authority, Luxlite Lamps SARL Luxembourg became a wholly owned subsidiary of the Company. The accounting effect of the said merger has been given from the effective date i.e. April 01, 2015.
c. Based on the financial statements of the wholly owned subsidiary company namely Luxlite Lamps SARL Luxembourg as at March 31, 2016, the net worth of the subsidiary is partially eroded. The subsidiary company has incurred loss during the current year (without considering profit on sale of equity shares of Trifa Lamps Germany Gmbh to the Company) as well as in the earlier years. The Company has carried out the fair valuation of the subsidiary company as at March 31, 2016 by an independent value and has accordingly made a provision of Rs.1,995.36 lacs on account of diminution in the value of its investment in the subsidiary company. The same has been shown under âExceptional itemâ in note no. 26 to the financial statements.
*Based on favorable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.
The Contingent Liabilities disclosed above exclude liabilities pertaining to General Lighting business which are to be borne by Halonix Technologies Private Limited (âHTPLâ) to whom the business had been transferred in the Financial Year 2013-14, in accordance with the Business Transfer Agreement signed by the Company with HTPL._
Note 1: Leases
The Company has taken various residential and warehouse premises under operating lease agreements. These are generally cancellable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease
Note 2: The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro Small Medium Enterprises Development Act, 2006 (MSMED Act, 2006). Based on the information available with the Company, the details of dues to Micro and Small Enterprise as per MSMED Act, 2006 are as under:-
Note 3 : Related Party Disclosures
The Company has the following related parties in accordance with Accounting Standard- 18 specified under Section 133 of the Companies Act 2013:
Nature of Relationship Names of the Related Parties
Related parties where control exists
i) Subsidiaries a) Luxlite Lamps SARL Luxembourg (âLuxliteâ) (w.e.f. March 30, 2016; downstream subsidiary till March 29, 2016)
b) Trifa Lamps Germany GmbH (âTrifaâ) (w.e.f. February 16, 2016; downstream subsidiary till February 15, 2016)
c) International Lamps Holding Company S.A. (âILHCâ) (wholly owned subsidiary till March 29, 2016)
ii) Holding Company a) Suprajit Engineering Limited (w.e.f. June 18, 2015)
b) Argon India Limited (Argon India) (till June 17 2015)
iii) Enterpries under common control a) Argon South Asia Limited (Argon South) (till June 17, 2015) (Fellow Subsidiary)
iv) Key Management personnel a) Mr. K. Ajith Kumar Rai (Chairman) (w.e.f. June 18, 2015)
b) Mr. Mohan Srinivasan Nagamangala (Director & Chief Executive Officer) (w.e.f. June 18, 2015)
c) Mr. Pranay D Gandhi (Managing Director) (till June 18, 2015)
v) Enterprises owned or significantly Suprajit Foundation (w.e.f. June 18, 2015) influenced by Key Management Personnel
i) Previous Year figures are given in brackets.
ii) The remuneration to the key managerial personnel does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole and includes value of perquisites based on actual payment or evaluated as per Income Tax Rules, 1962.
iii) *Refer note no. (b) of note 12 to the financial statements.
Note 4 : Segment Reporting Business Segment
The Company is engaged in the manufacturing of Auto Lamps and caters to both domestic and international markets. The product do not have any different risk and returns and thus the Company has only one business segment. Geographic Segments
The following table shows the distribution of the Companyâs consolidated sales by geographical market regardless of where the goods were produced and the carrying amount of trade receivable by geographical market.
Notes:
(i) The Company has common fixed assets located in India for producing goods for domestic as well as overseas markets. Hence separate figures for fixed assets/additions to fixed assets have not been furnished.
(ii) Previous Year figures are given in brackets.
Note 5: Gratuity and other post employment benefit plans Defined contribution plan Contribution to Recognized Provident Fund
The Company has contributed Rs.121.94 lacs (March 31, 2015 Rs.12768 lacs) towards provident fund during the year ended March 31, 2016.
Gratuity Plan
The Company has defined benefit gratuity plan. Gratuity is computed as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.
The following tables summaries the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the Gratuity.
The estimates of future salary increases, considered in Actuarial Valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The overall expected rate of return on Assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligations is to be settled. The Company expects to contribute Rs 90.45 lacs to Gratuity Fund in the next year. (March 31, 2015: Rs. 90.90 lacs).
Note 6 : (a) The asset of Rs.154.32 lacs (March 31, 2015: Rs.622.44 lacs) recognized by the Company as âMAT Credit Entitlementâ under âLoans and Advances, in respect of MAT payment for current and earlier years, represents that portion of MAT liability which can be recovered and set off in subsequent periods based on the provisions of Section 115JAA of the Income Tax Act, 1961. The management based on the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable the Company to utilize MAT credit assets.
(b) Provision for Income tax has been made after considering available various allowances and benefit based on expertâs opinion.
Note 7 : Change in accounting estimates
During the year, the Company has re-assessed the remaining useful life of certain plant and machinery having gross block of Rs.205.38 lacs on technical evaluation and accordingly has provided additional depreciation of Rs.113.13 lacs on these assets to depreciate them fully during the year.
Had the Company continued to use the earlier basis of providing depreciation, the charge to the statement of profit and loss for the current year would have been lower by Rs.113.13 lacs and the net block of fixed assets would correspondingly have been higher by Rs.113.13 lacs.
There was no investment made in the previous financial year.
The details of investment of the Company are given in Note no. 12.
Note 8 : The Board of Directors of the Company at its meeting held on April 18, 2016 approved a draft scheme of amalgamation of the Company with Suprajit Engineering Limited, the holding company of the Company, subject to necessary approval of the shareholders of both the companies and other regulatory approvals.
Note 9 : Previous Yearâs Figures
Previous yearâs figures have been regrouped/rearranged wherever considered necessary, to conform to current yearâs classifications.
Mar 31, 2015
1. Nature of Operation
Phoenix Lamps Limited (hereinafter referred to as "the Company") is
a public company domiciled in India. The Company is engaged in
manufactuing of Auto Lamps and caters to both domestic and
international markets. During the previous year, General Lighting Lamps
business had been sold to Halonix Technologies Private Limited ("HTPL")
and the said business had been shown as discontinued operations in the
financial statements.
Terms/ rights attached to preference shares:
Holder of Redeemable Preference shares is entitled to one vote per
share only on resolution placed before the Company which directly
affect the rights attached to Redeemable Preference shares.
"As per the scheme of Arrangement of Share Capital u/s 391 of Companies
Act, 1956 approved by Hon''ble Allahabad High Court vide order dated
22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity
shares of face value of Rs. 10/- each aggregating to Rs. 1,316 lacs
into 1,316,000 Redeemable Preference shares of Rs. 100/- each
aggregating to Rs. 1,316 lacs. Redeemable Preference shares do not
carry any dividend rights. Out of 1,316,000 Redeemable Preference
shares, 550,000 Redeemable Preference shares are redeemable at par
after April 1, 2012 and 766,000 Redeemable Preference shares are
redeemable at par after March 31,2007 on such date as the Board of
Directors may determine.
During the year, Company has redeemed 766,000 preference shares of Rs.
766 lacs on 4th July, 2014 and 550,000 preference shares of Rs. 550
lacs on 16th October, 2014 at par.
Working capital facilities from banks are secured by first pari-passu
charge by way of hypothecation of entire Current assets of the Company,
both present and future situated at Plot No. 59 A, 59 D & A1 at Noida
and further secured by way of first pari passu on movable and immovable
fixed assets of the Company situated at Plot No. 59 A, 59 D & A1 at
Noida. These loans are repayable on demand and carry interest varied
from 10.75% p.a. to 14.20% p.a. during the year.
* Acceptances represent amount outstanding under Purchase Bill
Discounting Facility of Rs. 1,500 lacs under Receivable Finance Scheme
of Small Industries Development Bank of India (SIDBI). The said
facility is secured by second charge on all movable and immovable fixed
assets of the Company situated at Plot No. 59 A, 59 D & A1 at Noida and
residual charge on the current assets of the Company.
Note 2: (i) Contingent Liabilities (To The Extent Not Provided) (Rs.
in Lacs)
As at
Particulars March 31, 2015 March 31,2014
Outstanding guarantees and counter
guarantees to various banks, in respect
of the guarantees given by those banks
in favour of various government authorities
and others. - 1.54
Demands from the Indian tax authorities
for disputed demands of income tax. The
said amount includes mainly addition in
sales, disallowance of purchases, other
expenses and benefits and TDS for the
Assessment Years 2005-06, 2009-10 to
2014-15* 8,609.94 5,310.76
VAT/Sales Tax demands* 16.03 1.93
Excise duty paid under Protest* 66.18 66.18
Penalty against service tax demand* 10.27 10.27
Standby Letter of credit in favour of a
bank towards loan taken by a subsidiary
company 1,215.19 1,486.38
Claims also includes suspension period wages* 89.02 132.29
Claims against the Company not acknowledged
as debts* - 511.89
Notes to financial statements for the year ended March 31, 2015
*Based on favourable decision in similar cases, discussions with the
advocate etc, the Company believes that there is fair chance of
decision in its favour and hence no provision is considered necessary
against the same.
The Contigent Liabilities disclosed above exclude liabilities
pertaining to General Lighting business which are to be borne by
Halonix Technologies Private Limited ("HTPL") to whom the business had
been transferred in the previous year in accordance with the Business
Transfer Agreement signed by the Company with HTPL.
Note 3: (ii) The Company is involved in various litigations, the
outcomes of which are considered as probable amounting to Rs. 490.10
lacs, and in respect of which the Company has already paid and provided
the same as at March 31,2015.
i) Previous Year figures are given in brackets.
ii) The remuneration to the key managerial personnel does not include
the provisions made for gratuity and leave benefits, as they are
determined on an actuarial basis for the company as a whole and
includes value of perquisites based on actual payment or evaluated as
per Income Tax Rules, 1962.
iii) Provision against dimunition in the value of investment of Rs.5.00
lacs made in Halonix Technologies Limited was written back during the
previous year on sale of investment.
iv) Trade payables amounting to Rs. 1.31 lacs towards Luxlite has been
written back during the current year.
Note 4: Gratuity and other post employment benefit plans Defined
contribution plan Contribution to Recognised Provident Fund
The Company has contributed Rs.144.08 lacs (March 31,2014 Rs. 200.02
lacs) towards provident fund during the year ended March 31,2015.
Gratuity Plan
The Company has defined benefit gratuity plan. Gratuity is computed as
15 days salary for every completed year of service or part thereof in
excess of 6 months and is payable on
retirement/termination/resignation. The enterprises has funded the
liability with Life Insurance Corporation (LIC). Company makes
provision of such gratuity liability in the books of accounts on the
basis of actuarial valuation as per the projected unit credit method.
The following tables summarize the components of net benefit expense
recognized in the statement of profit and loss and amounts recognized
in the balance sheet for the Gratuity.
Note 5: (a) The asset of Rs. 622.44 lacs (March 31, 2014: Rs. 853.01
lacs) recognized by the Company as ''MAT Credit Entitlement'' under
''Loans and Advances'', in respect of MAT payment for current and
earlier years, represents that portion of MAT liability which can be
recovered and set off in subsequent periods based on the provisions of
Section 115JAA of the Income Tax Act, 1961. The management based on the
future profitability projections, is of the view that there would be
sufficient taxable income in foreseeable future, which will enable the
Company to utilize MAT credit assets.
(b) Provision for Income tax has been made after considering available
various allowances and benefit based on expert''s opinion.
Note 6: The Company had made investment of Rs. 7,923.03 lacs in the
equity share capital of International Lamps Holding Company S.A (ILHC),
which has down stream trading subsidiaries Luxlite Lamps SARL
Luxembourg ("Luxlite") and Trifa Lamps Germany GmbH ("Trifa"). Further,
the Company has provided letter of financial support to one of the down
stream subsidiary. As per the audited consolidated financial statement
of ILHC, its net worth is Rs. 650.23 lacs (Equivalent Euro 9.63 lacs).
The Company represents that as investment in ILHC is strategic in
nature and has resulted in increased business for the Company on
consolidated basis, the value of the investment is fairly stated in the
books and there is no long term diminution in the value of the said
investment.
Note 7: Managerial Remuneration
a. The Company had paid managerial remuneration of Rs. 86.34 lacs to
erstwhile Managing Director in an earlier year in excess of the limits
prescribed under the Companies Act / approval earlier obtained from
Central Government. The Company has made applications / revision
applications for seeking approval for the excess remuneration. Pending
receipt of the approval, no adjustments have been made in the financial
statements.
b. The Company has charged excess remuneration to the statement of
profit and loss in view of the revision applications pending for
approval of the excess remuneration paid to its erstwhile Managing
Director before Central Government.
Note 8: Discontinued Operations
During the previous year on August 30, 2013, the Company had completed
sale of its General Lighting Lamps business, which was a separate
business segment, on slump sale basis to Halonix Technologies Private
Limited for an aggregate consideration of Rs. 16,000 lacs (net of
adjustment Rs. 7,671.25 lacs), pursuant to Business Transfer Agreement
dated July 23, 2013. Accordingly, General Lighting Business had been
considered as discontinued operations.The net gain of Rs. 3,975.92 lacs
arising from sale of the said business had been disclosed separately
under exceptional items. The tax expense relating to profit on sale of
such business amounting to Rs. 1,230.35 lacs was included in the
provision for income tax. The net profit after tax pertaining to the
''Discontinued operation'' had also been disclosed separately. The
Company''s continuing operation represents revenues from Auto Lamps
business.
Note 9: Change in accounting estimate
(i) Till the year ended 31 March 2014, Schedule XIV to the Companies
Act, 1956 prescribed requirements concerning depreciation of fixed
assets. From the current year, Schedule XIV has been replaced by
Schedule II to the Companies Act, 2013. Considering the applicability
of Schedule II, the management has re-estimated useful lives of all its
fixed assets. The management believes that depreciation rates currently
used fairly reflect its estimate of the useful lives of fixed assets
prescribed under Schedule II.
Accordingly, the Company has charged the additional depreciation on
account of revision of useful lives of its fixed assets to the
statement of profit and loss. Had the Company continued to follow the
earlier useful lives, the depreciation expense for the year would have
been lower by Rs. 175.70 lacs, profit before tax would have been higher
by Rs. 175.70 lacs and corresponding impact on net block of the fixed
assets.
(ii) During the year, the Company has further reassssed the remaining
useful life of certain plant and machinery, office equipments and
furniture & fixtures having gross block of Rs. 550.77 lacs on technical
evaluation and accordingly has provided accelerated depreciation of Rs.
46.08 lacs on these assets to depreciate them fully during the year.
Had the Company continued to use the earlier basis of providing
depreciation, the charge to the statement of profit and loss for the
current year would have been lower by Rs. 46.08 lacs and the net block
of fixed assets would correspondingly have been higher by Rs. 46.08
lacs.
Note 10: Previous Year''s Figures
Previous year figures have been reclassified to conform to this year''s
figures. The financial statements are not comparable with previous year
due to the sale of General Lighting Lamps division on August 30, 2013.
Mar 31, 2014
1. Nature of Operation
Phoenix Lamps Limited (Formerly Halonix Limited) (hereinafter referred
to as "the Company") is a public company domiciled in India and
incorporated under the provisions of the Companies Act,1956. The
Company has changed its name from Halonix Limited to Phoenix Lamps
Limited during the year. The Company is engaged in manufactuing of Auto
Lamps and caters to both domestic and international markets. During the
current year, the General Lighting Lamps business has been sold to
Halonix Technologies Private Limited ("HTPL") (formerly Halonix
Technologies Limited) and the said business has been shown as
discontinued operations in the financial statements.
Note 2: Contingent Liabilities (To The Extent Not Provided) (Rs. in
Lacs)
Particulars March 31, 2014 March 31, 2013
Contingent liabilities:
Outstanding guarantees and
counter guarantees to various
banks, in respect of the 1.54 153.20
guarantees given by those
banks in favour of various
government authorities and others.
Demands from the Indian tax authorities
for disputed demands of income tax.
The said amount 5,310.76 5,436.34
includes mainly addition in
sales, disallowance of purchases
and other expenses and benefits for
the assessment year 2009-10 & 2010-11.*
VAT/Sales Tax demands* 1.93 115.06
Excise duty paid under Protest* 66.18 66.18
Penalty against service tax demand* 10.27 Â
Penalty for non fulfillment of export
obligation by Director General of
Foreign Trade Delhi.* Â 13.44
Penalty against Advance License by
DGFT Delhi & Duty saved therein.* Â 156.50
Corporate Guarantee given to step
down wholly owned subsidiary company  695.44
Standby Letter of credit in favour
of a bank towards loan taken by
a subsidiary company 1,486.38 1,252.34
Claims also includes
suspension period wages* 132.29 113.80
Claims against the Company
not acknowledged as debts* 511.89 Â
*Based on favourable decision in similar cases, discussions with the
advocate etc, the Company believes that there is fair chance of
decision in its favour and hence no provision is considered necessary
against the same.
The Contigent Liabilities disclosed above exclude liabilities
pertaining to General Lighting business which are to be borne by
Halonix Technologies Private Limited ("HTPL") to whom the business has
been transferred in accordance with the Business Transfer Agreement
signed by the Company with HTPL.
Note 3: Gratuity and other post employment benefit plans
Defined contribution plan
Contribution to Recognised Provident Fund
The Company has contributed Rs. 200.02 lacs (March 31, 2013 Rs. 263.74
lacs) towards provident fund during the year ended March 31, 2014.
Gratuity Plan
The Company has defined benefit gratuity plan. Gratuity is computed as
15 days salary for every completed year of service or part thereof in
excess of 6 months and is payable on
retirement/termination/resignation. The enterprises has funded the
liability with Life Insurance Corporation (LIC). Company makes
provision of such gratuity liability in the books of accounts on the
basis of actuarial valuation as per the projected unit credit method.
The following tables summarie the components of net benefit expense
recognized in the statement of profit and loss and amounts recognized
in the balance sheet for the Gratuity.
Note 4: (a) The asset of Rs 853.01 lacs (March 31, 2013: Rs. 60.02
lacs) recognized by the Company as ÂMAT Credit Entitlement under
''Loans and Advances'', in respect of MAT payment for current and earlier
years, represents that portion of MAT liability which can be recovered
and set off in subsequent periods based on the provisions of Section
115JAA of the Income Tax Act, 1961. The management based on the future
profitability projections, is of the view that there would be
sufficient taxable income in foreseeable future, which will enable the
Company to utilize MAT credit assets.
(b) Provision for Income tax has been made after considering available
various allowances and benefit based on expert''s opinion.
Note 5: "The Company has made investment of Rs. 7,923.03 lacs
(including 7,897.99 lacs during the year) in the equity share capital
of International Lamps Holding Company S.A (ILHC), which has down
stream trading subsidiaries Luxlite Lamps SARL Luxembourg ("Luxlite")
and Trifa Lamps Germany GmbH ("Trifa"). As per the audited consolidated
financial statement of ILHC, its net worth is Rs. 2,112.65 lacs. The
Company represents that as investment in ILHC is strategic in nature
and has resulted in increased business for the Company on consolidated
basis, the value of the investment is fairly stated in the books and
there is no long term diminution in the value of the said investment."
Note 6: Managerial Remuneration
a. The Company had paid managerial remuneration of Rs. 182.44 lacs to
erstwhile Managing Directors in earlier years in excess of the limits
prescribed under the Companies Act / approval earlier obtained from
Central Government. The Company has made applications / revision
applications for seeking approval for the excess remuneration. During
the year, Company''s application for waiver of excess remuneration of
Rs. 79.94 lacs paid to erstwhile managing director has been rejected by
the Ministery of Corporate Affairs, Govt. of India (MCA). Against the
rejection order, the Company has filed revised application. Pending
receipt of the approval, no adjustments have been made in the financial
statements.
b. The Company has charged excess remuneration to the statement of
profit and loss in view of the revision applications pending for
approval of the excess remuneration paid to its erstwhile Managing
Directors before Central Government.
c. Director''s commission to non-executive directors provided during
the year of Rs. 20 lacs is subject to approval of shareholders in the
ensuing annual general meeting.
Note 7: Discontinued Operations
On August 30, 2013, the Company has completed sale of its General
Lighting Lamps business, which was a separate business segment, on
slump sale basis to Halonix Technologies Private Limited for an
aggregate consideration of Rs. 16,000 lacs (net of adjustment Rs.
7,671.25 lacs), pursuant to Business Transfer Agreement dated July 23,
2013. Accordingly, General Lighting Business has been considered as
discontinued operations.The net gain of Rs. 3,975.92 lacs arising from
sale of the said business has been disclosed separately under
exceptional items. The tax expense relating to profit on sale of such
business amounting to Rs. 1,230.35 lacs is included in the provision
for income tax. The net profit after tax pertaining to the
''Discontinued operation'' has also been disclosed separately. The
Company''s continuing operation represents revenues from Auto Lamps
business.
Note 8: Change in accounting estimate
During the year, the Company has reassssed the remaining useful life of
certain plant and machinery having gross block of Rs. 261.54 lacs and
accordingly has provided accelerated depreciation of Rs. 217.98 lacs on
these assets to depreciate them fully during the year.
Had the Company continued to use the earlier basis of providing
depreciation, the charge to the statement of profit and loss for the
current year would have been lower by Rs. 217.98 lacs and the net block
of fixed assets would correspondingly have been higher by Rs. 217.98
lacs.
Note 9: Loans and advances in the nature of loans given to
subsidiaries
Halonix Technologies Limited (ceased to be subsidiary w.e.f. August 30,
2013)
Balance as at 31 March 2014: Rs. Nil (31 March 2013: Rs. 205.94 lacs)
Maximum amount outstanding during the year Rs. 268.51 lacs (31 March
2013: Rs. 205.94 lacs)
Note 10: Previous Year''s Figures
Previous year figures have been reclassified to conform to this year''s
figures. The financial statements are not comparable with previous year
due to the sale of General Lighting Lamps division on August 30, 2013.
Mar 31, 2013
1. Nature of Operation
Halonix Limited (hereinafter referred to as "the Company") is a public
company domiciled in India and incorporated under the provisions of the
Companies Act,1956. The Company is engaged in manufacturing of Auto and
General Lighting Lamps and caters to both domestic and international
markets.
Note 2 Contingent Liabilities (To The Extent Not Provided)
(Rs. in Lacs)
Particulars As At As At
March 31,
2013 March 31,
2012
Contingent liabilities :
Outstanding guarantees and
counter guarantees to
various banks, 153.20 405.43
in respect of the guarantees
given by those banks in
favour of various government
authorities and others.
Demands from the Indian
tax authorities for
disputed demands of income
tax. 5,436.34 86.75
The said amount includes mainly addition in sales, disallowance of
purchases and other expenses and benefits for the assessment year
2010-11.*
VAT/Sales Tax demands* 115.06 115.09
Excise duty paid under
Protest* 66.18 66.18
Penalty for non fulfillment
of export obligation by
Director General of
Foreign Trade Delhi.* 13.44 13.44
Penalty against Advance
License by DGFT Delhi &
Duty saved therein.* 156.50 152.44
Corporate Guarantee given
to step down wholly owned
subsidiary company 695.44 -
Standby Letter of credit in
favour of a bank towards
loan taken by a subsidiary
company 1,252.34 -
Claims also includes
suspension period wages* 113.80 99.69
Note 31 The Company has taken various residential , office and
warehouse premises under operating lease agreements. These are
generally cancelable and are renewable by mutually agreed terms. There
are no restrictions imposed by Lease Agreements There are no sub
leases. The disclosure in respect of non cancellable operating leases
is given below:
i) Previous Year figures are given in brackets
ii) No amount has been written off or provided for in respect of
transactions with the related parties except for provision made for
doubtful receivables of Rs. 205.94 lacs in respect of Halonix
Technologies Limited (Previous year Rs. Nil).
iii) Provision for Doubtful debts of Rs. 1,153.40 lacs made in respect
of Luxlite lamp s.a.r.l, a downstream subsidiary in current and earlier
years has been written back during the year post acquisition of
International Lamps Holding Company S.A, its holding company.
iv) The investment of Rs.5 lacs made in Halonix Technologies Limited is
fully provided in books.
v) Managerial remuneration figures for previous year include Rs.29.39
lacs for Mr. Rajesh Kocchar, Rs.31.83 lacs for Mr. S. K Neogi and
Rs.24.30 lacs for Mr. Gurvikram Singh.
Note 3 Gratuity and other post employment benefit plans
Defined contribution plan
Contribution to Recognised Provident Fund
The Company contributed Rs 263.74 lacs (March 31, 2012 Rs. 255.88 lacs)
towards provident fund during the year ended March 31, 2013.
Gratuity Plan
The Company has a defined benefit gratuity plan. Gratuity is computed
as 15 days salary for every completed year of service or part thereof
in excess of 6 months and is payable on
retirement/termination/resignation. The enterprises has funded the
liability with Life Insurance Corporation (LIC). Company makes
provision of such gratuity liability in the books of accounts on the
basis of actuarial valuation as per the projected unit credit method.
The following tables summarise the components of net benefit expense
recognized in the statement of profit and loss and amounts recognized
in the balance sheet for the Gratuity.
Note 4 The Board of directors of the Company, vide resolution dated
April 12, 2013 subject to shareholders'' approval and such other
approvals / sanctions as may be required in this connection, approved
the sale / transfer of the undertaking pertaining to General Lighting
business of the Company to Halonix Technologies Limited, a wholly owned
subsidiary of the Company by way of slump sale. In the opinion of the
management realised value would be higher than the book value of the
net assets of the said undertaking. Hence, no adjustment is required to
be made in the financial statements.
Note 5 The asset of Rs 60.02 lacs (Previous Year Rs.60.02 lacs)
recognized by the Company as ''MAT Credit Entitlement'' under ''Loans and
Advances'', in respect of MAT payment for earlier years, represents that
portion of MAT liability which can be recovered and set off in
subsequent periods based on the provisions of Section 115JAA of the
Income Tax Act, 1961. The management based on the future profitability
projections, is of the view that there would be sufficient taxable
income in foreseeable future, which will enable the Company to utilize
MAT credit assets.
Note 6 In accordance with Accounting Standard 22 ''Accounting for Taxes
on Income'', issued by the Institute of Chartered Accountants of India,
the Company would have a net deferred tax asset. However, in view of
the tax losses incurred by the Company during the current and earlier
years, deferred tax assets on timing differences and on unabsorbed
depreciation and business losses and other items have not been
accounted for in the books since it is not virtually certain that they
will be realized against future profits.
Note 7 Change in accounting estimate
a. During the year, the Company has revised the estimated useful life
of certain plant and machinery based on technical estimates made by the
management. Accordingly, additional depreciation of Rs 188.27 lacs has
been accounted for in the financial statements.
Had the Company continued to use the earlier basis of providing
depreciation, the charge to the statement of profit and loss for the
current year would have been lower by Rs. 188.27 lacs and the net block
of fixed assets would correspondingly have been higher by Rs. 188.27
lacs.
b. During the year, the Company has changed its method of recognizing
provision for warranty from actual claim basis to expected cost based
on past trends. The additional charge of Rs. 972.77 lacs due to the
change of method has been disclosed under Raw materials consumed.
Note 8 During the year, the Company acquired 100% shareholding by
investing Rs 25.04 lacs in International Lamps Holding Company S.A
(ILHC). The Company has trade receivable of Rs. 7,490.68 lacs
outstanding from Luxlite Lamps Sarl, Luxembourg, wholly owned
subsidiary of ILHC. As per the latest audited financial statement of
ILHC, net worth of the company is fully eroded . This being long term
strategic investment of the Company and also in view of the fact that
the fair value of ILHC is substantially high, no provision has been
considered necessary against the investment made and the outstanding
trade receivable. Accordingly, provision of Rs. 1,153.40 lacs made
against the trade receivable till the date of acquisition has been
reversed during the year.
Note 9 Managerial Remuneration
a) The Company has paid managerial remuneration of Rs. 202.44 lacs to
Directors and erstwhile Managing Directors in current and earlier years
in excess of the limits prescribed under the Companies Act / approval
earlier obtained from Central Government. The Company has made
applications / revision applications / is in the process of making
application for seeking approval for the excess remuneration.
Director''s commission to non- executive directors provided during the
year of Rs. 20 lacs (Previous year: Rs. 20 lacs) is subject to further
approval of shareholders in the ensuing annual general meeting. Pending
receipt of the approval, no adjustments have been made in the financial
statements.
b) The Company has charged excess remuneration to the statement of
profit and loss in view of the revision applications pending for
approval of the excess remuneration paid to its Directors and erstwhile
Managing Directors before Central Government.
Note 10 Loans and advances in the nature of loans given to subsidiaries
Halonix Technologies Limited
Balance as at 31 March 2013: Rs. 205.94 lacs (31 March 2012: Rs.
1,705.24 lacs)
Maximum amount outstanding during the year Rs. 4,405.93 lacs (31 March
2012: Rs. 2,131.51 lacs)
There is no repayment schedule in respect of this loan. It is repayable
on demand.
Note 11 Previous Year''s Figures
Previous year figures have been reclassified to conform to this year''s
figures.
Mar 31, 2012
1 Nature of Operation
Halonix Limited (hereinafter referred to as "the Company'') is a
manufacturer of Auto and General Lighting Lamps.
a) Revenue and expenses have been identified to a segment on the basis
of relationship to operating activities of the segment. Revenue and
expenses which relate to enterprise as a whole and are not allocable to
a segment on reasonable basis have been disclosed as "Unallocable".
b) Segment assets and segment liabilities represent assets and
liabilities in respective segments. Investments, tax related assets and
other assets and liabilities that cannot be allocated to a segment on
reasonable basis have been disclosed as "Unallocable".
Secondary Segment :
Geographical Segment
The analysis of geographical segments is based on the geographical
location of the customers.
The geographical segments considered for disclosure are as follows:
- Sales within India include sales to customers located within India.
- Sales outside India include sales to customers located outside
India.
Out of the Equity Share Capital :
1,48,07,670 Equity shares held by Argon India Limited, a holding
Company.
The Company has equity shares having a par value of Rs. 10 per share.
Each equity shareholder is entitled for one vote per share and also
entitle for dividend per share.
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. This distribution will
be in proportion to the number of equity shares held by the
shareholder.
Holder of Redeemable Preference shares is entitled to one vote per
share only on resolutions placed before the Company which directly
effect the rights attached to Redeemable Preference Shares - All
Preference shares are held by Phoenix Electric Co., Japan.
As per the schemes of Arrangement of Share Capital u/s 391 of Companies
Act, 1956 approved by Hon''ble Allahabad High Court vide order dated
22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity
shares of face value of Rs. 10/- each aggregating to Rs. 1316 Lacs into
1,316,000 Reedemable Preference Shares of Rs. 100/- each aggregating to
Rs. 1316 Lacs.Redeemable Preference shares do not carry any dividend
rights. Out of 1,316,000 Redeemable Preference shares 550,000
redeemable preference shares are to be redeemed at par after 1st April''
2012 and 766,000 redeemable preference shares are to be redeemed at par
after 31st March,2007 on such date as the Board of Directors may
determine after the Preference Shares held by Industrial Development
Bank of India Limited have been redeemed in full and their liability
have been fully discharged,.The Preference Shares held by Industrial
Development Bank of India Limited have since been redeemed. The Board
of Directors of the Company has not exercised its option to redeem the
Preference Shares.
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.
During the year under review the Axis Bank Limited sanctioned to the
Company a Term Loan of Rs. 3,500 Lacs against which till March
31st,2012 the Company has availed a disbursement of Rs. 1,500 Lacs. The
Term Loan carries interest of 13.25% P.A. and repayable in ten equated
quarterly instalments of Rs. 350 Lacs each commencing from October 1st,
2012. Installments of Term Loan falling due within next 12 months is
Rs. 700 Lacs.
The Company has significant unabsorbed depriciation / carry forward
losses amounting to Rs.3,090.48 lacs. (PY Rs.3,468.63 lacs), including
the losses disputed in appeal and / or pending assessment, as per the
tax laws. In view of absence of virtual certainty of realisation of
carried forward tax losses / unabsorbed depriciation in the foreseeable
future, Deferred Tax Asset has been recognised only to the extent of
Deferred Tax Liability.
In earlier year the Company had invested Rs 25.04 Lacs in equity
/common shares of IHCL with an intention of holding the same for more
than one year from the date on which such investment was made .
Accordingly it classified the same as long term investment under AS-13
Accounting for Investment . The arrangement has since been rescinded
and the share certificates have been kept with an Escrow Agent and
therefore investment has been presented as current investment in the
financial statement for the year ended 31st. March, 2012.
Provision for Doubtful receivables
Periodically, the Company evaluates all customer dues to the Company
for collectability. The need for provisions is assessed based on
various factors including collectability of specific dues, risk
perceptions of the industry in which the customer operates, general
economic factors, which could affect the customer''s ability to settle.
The Company normaly provides for debtor''s outstanding for three months
or longer from the due date, as at the Balance Sheet date, as per the
policy . The Company pursues the recovery of the dues.
Income Taxes
The provision for taxation includes tax liabilities in India on the
Company''s income as reduced by exempt incomes . Income from units 59
D,E,F in NSEZ is fully tax exempt under Section 10AA of the Income Tax
Act 1961 ("the Act") for the first 5 years, 50% exempt for the next 5
years and 50% exempt for another 5 years subject to fulfilling certain
conditions commencing from fiscal year 2005-06. Unit at Dehradun is
exempt from tax under section 80IC of the Act commencing from the
financial year 2004-05. Company commenced production and for next 5
years at the rate of 30% of the profit from the unit commencing from
fiscal year 2009-10 The Company calculates its tax liability under
Minimum Alternate Tax (MAT). The MAT credit can be carried forward and
set-off against the future tax payable. In financial year 2011, the
Company calculated its tax liability under normal provisions of the Act
and losses computed as per the provisions of the Act has been carried
forward to be set off against future taxable income under provision of
the Act.
The Company has not incurred any expenditure during the financial year
for the research & development of the product. The management is of the
view that :-
a) There is a reasonable indications that current and future research &
development cost incurred on the project together with expected
productions, Selling & Administration costs are likely to be more than
covered by future revenue / ben- efits and
b) The management has indicated its intention to produce and market the
product
c) Adequate resources exists, and are reasonably expected to be
available to complete the project and market the prod- uct/ process.
d) The Company has applied for patent vide application no.
1021/del/2009 date 19/05/2009.
2 SEGMENT REPORTING
Business Segments
The operating business are organized and managed separately according
to the nature of products, with each segment representing a strategic
business unit that offers different products and serves different
markets. The identified segments are manufacturing & sale of Auto Lamps
and General Lighting Lamps.
i) Previous Year figures are given in brackets.
Geographic Segments
The Company sells its products to various customers within the country
and also exports to other countries. Considering the size and
proportion of exports to local sales, the Company considers sales made
within the country and exports as different geographical segment.
i) Previous Year figures are given in brackets.
3 EMPLOYEE BENIFITES: Provident Fund
Contribution to Recognised Provident Fund
The Company contributed Rs 255.88 Lacs (P.Y. Rs. 226.13 lacs) towards
provident fund during the year ended March 31,2012.
Gratuity Plan
The Company has a defined benefit gratuity plan. Gratuity is computed
as 15 days salary, for every completed year of service or part thereof
in excess of 6 months and is payable on retirement / termination /
resignation. The enterprises has funded the liability with Life
Insurance Corporation (LIC). Company makes provision of such gratuity
liability in the books of accounts on the basis of actuarial valuation
as per the projected unit credit method.
The following tables summaries the components of net benefit expense
recognized in the Profit and Loss Account and amounts recognized in the
Balance Sheet for the Gratuity.
4 MANAGERIAL REMUNERATION
a) The Company has paid remuneration to the Managing Director of Rs.
226.74 Lacs till 31.03.2012 (Current Year Rs. 73.69 Lacs and upto
31.03.2011 Rs. 153.05 Lacs) in excess of the approval received from the
Central Government. The Company has made applications/ revision
applications seeking approval from the Central Government for excess
remuneration of the limit specified under the Companies Act, 1956
Central Government approval obtained. The said approvals are awaited.
b) Further the Company has approved remuneration of Rs. 20 Lacs to two
independent Directors U/s 309/198 for the period 2011-2012 pending
shareholders and Central Government approval.
c) The Company has charged excess remuneration to the Profit and Loss
Account in view of the revision applications pending for approval of
the excess remuneration paid to its Managing Director and erstwhile
Managing Director before Central Government.
5 PREVIOUS YEAR FIGURES
Till the year ended 31st March, 2011,the Company was using pre-revised
Schedule VI to the Companies Act 1956, for the preparation and
presentation of its financial statements. During the year ended 31st
March, 2012. The revised Schedule VI Notified under the Companies Act
1956, has become applicable to the Company . The Company has
reclassified previous year figures to confirm to this year''s
classification.
Mar 31, 2011
A. NATURE OF OPERATION
Halonix Limited (hereinafter referred to as "the Company") is a
manufacturer of Electric Lamps.
1 (A) Contingent liabilities not provided for in respect of: (Rs. in
Lacs)
PARTICULARS Current Year Previous Year
a) Unexpired Bank Guarantees/ Standby Letter of Credit 1838.49 397.73
b) Suspension period wages 51.19 43.21
c) Disputed demand of Income Tax :- For the Assessment Year
2003-04,04-05,05-06 Â 64.60 Disputed demand of Income Tax (TDS):- For
Financial Year 2007-08,08-09,09-10 20.80 Â
d) Disputed demand of TradeTax/ SalesTax /Value added Tax Tax under
appeal :- i) Delhi Sales Tax Act 1975 1.07 1.07 ii) Uttarakhand Vat Act
2005 35.41 37.28 iii) U.P.Trade Tax Act 1948 2.07 2.07 iv) U.P.Vat Act
2008 11.01 13.19
e) Demand under Ex-party assessment for the F.Y.2007-08
i. U.P.Tax on Entry of Goods Act 2001 Â 30.00
ii. U.P.Trade Tax Act 1948 Â 622.34
iii. C.S.T.under CST Act 1956 Â 2290.61
f) Excise Duty Under Protest 66.18 70.84
g) Pending Export obligation under Export Promotion
Capital Goods scheme. 107.52 107.52
Based on favourable decision in similar cases, discussions with the
advocate etc, the Company believes that there is fair chance of
decision in its favour and hence no provision is considered necessary
against the same.
(B) Outstanding Commitment of capital contracts Rs. 933.77 lacs
(Previous year Rs. 2213.08 lacs ) net of advances.
2. Capital Work in Progress Rs.836.62/-Lacs(Previous year Rs. 1216.98
Lacs) {Includes Capital Advance Rs 576.70/-Lacs (Previous year Rs.
850.44/- Lacs). Plant & machinery under errection Rs.256.76/- Lacs
(Previous year Rs 342.55/- Lacs) & Other assets under errection Rs
3.16/-Lacs (Previous year Rs 24/- Lacs).
4. Secured Loans (Short term) falling due within next 12 months Rs.
1160.00 lacs (Previous Year Rs. 4510 lacs).
5. Sales includes sale of scrap of Rs. 217.13 lacs (Previous year Rs.
334 lacs ).
6. As per the Schemes of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by Honble Allahabad High Court vide order
dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000
equity shares of face value of Rs.10/- each aggregating to
Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/-
each aggregating to Rs. 131,600,000. Redeemable Preference Shares will
not carry any dividend right. Out of this, 766,000 redeemable
preference shares to be redeemed at par after 31st March Â2007 on such
date as the Board of Directors may determine, after the Preference
Shares held by IDBI have been redeemed in full and their liabilities
have been discharged AND 550,000 redeemable preference shares to be
redeemed at par after 1st April 2010 on such date as the Board of
Directors may determine after the Preference Shares held by IDBI have
been redeemed in full and their liability have been fully discharged.
The Preference Shares held by Industrial Development Bank of India
Limited have since been redeemed. The Board of Directors of the
Company has not exercised its option to redeem the preference shares
falling due after 31st March, 2007.
7. During the year 2010-11, the company acquired 100% shareholding of
International Lamps Holding Company S.A (ILHC) and through ILHC two
downstream subsidiaries namely Luxlite Lamps Sarl in Luxembourg and
Trifa Lamps GmbH in Germany. The Company, including through its wholly
owned subsidiary ILHC and downstream subsidiaries Luxlite Lamp Sarl and
Trifa Lamps GmbH, entered into various agreements like Escrow
Agreement, Business Transfer Agreements, Transfer document for Business
Transfer Agreement, Deed of Assignments (for IPRs and Brands) and
Transfer Document for Deed of Assignment, with Luxlite Sarl and Trifa
Gluhlampenwerk am Trifels GmbH to acquire the business of Luxlite
Sarl in Luxembourg and Trifa Gluhlampenwerk GmbH in Germany , in terms
of the approval of the Board of Directors, effective 02.11.10. Under
the terms of the stated agreements, following actions were to be
completed by various parties:
1. As on 02.11.2010, Luxlite Sarl, including through its subsidiary
Trifa Gluhlampenwerk am Trifels GmbH, was to make payment of Rs. 36.04
crores ie the total outstanding of Luxlite Sarl towards the dues to the
Company ie Halonix Limited (also the holding company through ILHC, of
Luxlite Lamps Sarl and Trifa Lamps GmbH) before the Second Payment
Date.
2. The Companies, Luxlite Lamps Sarl and Trifa Lamps GmbH, to take
over the stock from Luxlite Sarl and Trifa Gluhlampenwerk am Trifels
GmbH, amounting to Euro 5.94 million (Rs.36.96 crores) as on
02.11.2010.
3. International Lamps Holding Company SA, Luxlite Lamps Sarl and
Trifa Lamps GmbH to pay the consideration in two parts ie 10% payment
upfront and balance 90% before May 31, 2011 or as mutually agreed
between the parties.
The status of the above stated agreements is :
1. Luxlite Sarl, still has to pay Rs. 16.38 crores out of total
overdues of Rs 36.04 crores.
2. The Companies, Luxlite Lamp Sarl and Trifa Lamps GmbH, have already
paid for the full stock, amounting to Euro 5.94 million ie Rs. 36.96
crores).
3. ILHC, Luxlite Lamps Sarl and Trifa Lamps GmbH have not paid any
consideration including 10% payment upfront for the business / assets.
4. The share certificates of International Lamps Holding Company SA
(ILHC) are deposited with the Escrow agent and shall be released only
on fulfillment of Release of Sale Consideration on or before May 31,
2011 or as mutually agreed between the parties.
The Board of Directors of Company, since the transaction has not been
consummated either in terms of the spirit of the agreements signed or
by action, has passed a Resolution on 20.05.11 whereby this acquisition
of overseas entities has been called off. This has also been notified
to the Assignor and the Escrow Agent. Accordingly, as per the terms of
Clause 5 of the Escrow Agreement relating to Release of the Sale
consideration, Sale shares and other documents invoked by Halonix
Limited, Share Purchase Agreement, and the respective BTAs and DOAs,
the transaction shall get RESTITUTED and the Seller shall be required
to refund the purchase price towards sale and purchase of the Sale
Shares / equity investment and / or unsecured loans made by the
Purchaser to the Company. The Management of the Company is of the
opinion that all the dues from Luxlite Sarl, Luxlite Lamps Sarl, and
Trifa Lamps GmbH are fully recoverable, including the Corporate
guarantee of Euro 1 million and SBLC of Euro 1.7 million. Based on the
above facts, the accounts of the subsidiaries have not been
consolidated with the Companys accounts as on 31.03.2011.
8. The Board of Directors of the Company in their meeting held on
6.05.2010 approved the sale and transfer of its General Lighting
Business, on a Slump Sale and Going concern basis, to its wholly owned
subsidiary Halonix Technologies Limited (HTL), with effect from
1.4.2010. The company bifurcated its operations into Automotive and
General Lighting businesses and obtained two independent valuation
reports for the General Lighting business as on 31.3.2010. The
shareholders of the company, accorded their approval for the sale of
the General Lighting business to HTL and its subsequent sale. In terms
of the AS-24 on "Discontinuing Operations", the company made requisite
disclosures and reported its financial results for the quarters ended
September 30, 2010 and December 31, 2010 since the proposed sale of
business constituted "discontinuing operation" within the meaning of
Accounting Standard-24. The Slump Sale Agreement for sale of General
Lighting business has not been executed as on 31.3.2011. Based on
Management recommendations, the Board of Directors of the Company, in
their meeting held on 20.05.2011 i.e. before signing of the Accounts,
has decided not to Sell and transfer its General Lighting business and
continue both Automotive and General Lighting businesses as two
separate and distinct reportable lines of business ie. Strategic
Business units in terms of Accounting Standard 17 on Segmentation
Reporting , to continue to avail economies of scale and synergies
between the two businesses. The Management also feels that the General
Lighting business is looking up and it is advantageous not to
discontinue its operations Consequently, loss before tax for the year
ended 31.03,2011 amounting to Rs.4597.97 Lacs for general lighting
business could not be transferred.
9. Employee Benefits:
a) Contribution to Provident Fund:
Amount of Rs. 226.13 lacs (P.Y. Rs.264.33 lacs ) is recognized as an
expense & included in Payment and Benefits to employees (Refer Schedule
 17) in the Profit & Loss account.
b) The following table sets out the status of the gratuity scheme plan
as at 31st March,2011.
a. There is a reasonable indication that current and future research
and development costs to be incurred on the project together with
expected production, selling and administrations costs are likely to be
more than covered by future revenues/benefits and
b. The management has indicated its intention to produce and market
the product .
c. Adequate resources exist, and are reasonably expected to be
available to complete the project and market the product / process.
d. The Company has applied for Patent vide application no.
1021/DEL/2009 dated 19/05/2009.
11. The company has taken various residential, office and warehouse
premises under operating lease agreements. These are generally not non
cancelable and are renewable by mutually agreed terms. There are no
restrictions imposed by Lease Agreements. There are no subleases.
12. Disclosure required by Accounting Standard (AS-29) relating to
ÂProvisions, Contingent Liabilities and Contingent Assets.
The provisions are recognized on the basis of past events and the
probable settlement of the present obligation as a result of the past
events during the year.
14. SEGMENT REPORTING
Business segment
During the year the company has bifurcated its business in two separate
segments. Accordingly operating businesses are organized and managed
separately according to the nature of products, with each segment
representing a strategic business unit that offers different products
and serves different markets. The identified segments are Manufacturing
& Sale of Auto Lamps and General Lighting Lamps. The company has
adopted Accounting Standard-17 for the first time, hence previous year
figures have not been furnished.
16. RELATED PARTY DISCLOSURE
a) List of related parties with whom transactions have taken place
during the year is as under:
Nature of Relationship Name of the Person
i) Subsidiaries a) Halonix Technologies Limited (Wholly owned
subsidiary).
b) International Lamps Holding Company S.A.
(Wholly owned subsidiary).w.e.f. 2nd
November2010
c) Luxlite Lamps SARL Luxemborg(Downstream
Subsidiaries) w.e.f. 2nd November2010
d) Trifa Lamps Germany GmbH. (Downstream
Subsidiaries) w.e.f. 2nd November2010
ii) Common Control a) Argon South Asia Limited
iii) Holding Company a) Argon India Limited
iv) Key Management
personnel a) Mr. Rajesh Kochhar (Managing Director)
b) Mr. S.K Neogi (Executive Director)
22. Previous year figures have been regrouped /rearranged wherever
considered necessary.
Mar 31, 2010
A. NATURE OF OPERATION
Halonix Limited (hereinafter referred to as "the Company") is a
manufacturer of Electric Lamps.
1 (A) Contingent liabilities not provided
for in respect of: (Rs. in Lacs)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantees 397.73 394.20
b) Suspension period wages 43.21 38.34
c) Disputed demand of Income
Tax :- For the Assessment Year
2003-04,04-05,05-06 97.93 97.93
d) Disputed demand of TradeTax
/Sales/Value add
Tax under appeal :-
i) Delhi Sales Tax Act 1975 1.07 1.07
ii) Uttarakhand Vat Act 2005 37.28 35.42
iii) U.P.Trade Tax Act 1948 2.07 2.07
iv) U.P.Vat Act 2008 13.19 12.88
e) Demand under ex-party assessment
for the F.Y.2007-08
i. U.P.Tax on Entry of Goods
Act, 2001 30.00 -
ii. U.P.Trade Tax Act 1948 622.34 -
iii. C.S.T.under CST Act 1956 2290.61 -
f) Excise Duty Under Protest 70.84 70.84
Based on favourable decision in similar cases, discussions with the
advocate etc, the Company believes that there is fair chance of
decision in its favour and hence no provision is considered necessary
against the same.
(B) The Company carries an export obligation of Rs. 1200.84 lacs
(previous year Rs.1343.62 lacs) towards import of plant and machinery
under Export Promotion Capital Goods scheme to be fulfilled by June
2012.
(C) Outstanding Commitment of capital contracts Rs. 2213.08 lacs
(Previous year Rs. 2243.30 lacs ) net of advances.
2. Capital Work in Progress Rs.1216.98./-Lacs(Previous year Rs. 833.70
Lacs) {Includes Capital Advance Rs 850.44 /-Lacs (Previous year Rs.
434.84/-Lacs). Plant & machinery under errection Rs.342.55/- Lacs
(Previous year Rs 398.86/-Lacs) & Other assets under errection Rs
24/-Lacs (Previous year Rs. Nil)
3. The Company has initiated the process of obtaining confirmation
from suppliers who have registered themselves under the Micro Small
Medium Enterprises Development Act,2006 (MSMED Act,2006). Based on the
information available with the company. The Details of dues to Micro,
Small and Medium Enterprise as per MSMED Act,2006 are as under:-
4. Secured Loans (Short term) falling due within next 12 months Rs.
4510 lacs (Previous Year Rs. 2800 lacs)
5. As per the Schemes of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by HonÂble Allahabad High Court vide order
dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000
equity shares of face value of Rs.10/- each aggregating to
Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/-
each aggregating to Rs. 131,600,000. Redeemable Preference Shares will
not carry any dividend right. Out of this 766,000 redeemable preference
shares will be redeemed at par after 31st March, 2007 and 550,000
redeemable preference shares will be redeemed at par after 1st April,
2012 on such date as the board of directors may determine after
Preference Shares held by Industrial Development Bank of India Limited
have been redeemed in full and their liabilities have been fully
discharged. The preference shares held by Industrial Development Bank
of India Limited has since been redeemed. The board of the company has
not exercised its option to redeem the preference shares falling due
after 31st MarchÂ2007
6. Employee Benefits:
a) Contribution to Provident Fund:
Amount of Rs. 264.33lacs (P.Y. Rs.263.41 lacs ) is recognized as an
expense & included in Payment and Benefits to employees (Refer Schedule
- 17) in the Profit & Loss account.
C). Performance incentive of Managing Director is to be provided as &
when it is decided in the board, and for the employee as & when it is
decided by the management.
7. Sales includes sale of scrap of Rs. 334 lacs (Previous year
Rs.86.21 lacs )
8. The company has formed a wholly owned subsidiary company by the
name ÂHalonix Technologies Limited on 02-03-2009 and obtained a
certificate of Commencement of Business w.e.f. 27-03-2009.
9. Research and Development
The expenditure incurred for the research and development of the
product amounting to Rs. NIL lacs (Previous Year 598.89 Lacs) has been
capitalized. The management is of the view that:-
a. There is a reasonable indication that current and future research
and development costs to be incurred on the project together with
expected production, selling and administrations costs are likely to be
more than covered by future revenues/benefits and
b. The management has indicated its intention to produce and market
the product .
c. Adequate resources exist, and are reasonably expected to be
available to complete the project and market the product / process.
10. The company has taken various residential, office and warehouse
premises under operating lease agreements. These are generally not non
cancelable and are renewable by mutually agreed terms. There are no
restrictions imposed by Lease Agreements. There are no subleases.
11 Disclosure required by Accounting Standard (AS-29) relating to
Provisions, Contingent Liabilities and Contingent Assets. The
provisions are recognized on the basis of past events and the probable
settlement of the present obligation as a result of the past events
during the year.
The provision has been recognized for expected warranty claims on the
product sold during the financial year. It is expected that majority of
these expenses is incurred in the next financial year.
12. Deferred Tax Liabilities / (Assets)
13. SEGMENT REPORTING
Business segment
In the opinion of the management, there is only one reportable segment
i.e. manufacturing of electrical lamps, as envisaged by Accounting
Standard 17 "Segment Reporting", prescribed by the Companies
(Accounting Standards) Rules,2006.
Geographical Segment
Figures in bracket indicate previous year figures
14. RELATED PARTY DISCLOSURE
a) List of related parties with whom transactions have taken place
during the year is as under:
Nature of Relationship Name of the Person
i) Subsidiaries Halonix Technologies Limited
(Ownership 100%)
ii) Common Control Argon South Asia Limited
iii) Holding Company Argon India Limited
iv) Key Management personnel Mr. Rajesh Kochhar (With effect
from 16th NovemberÂ2009)
Mr. S.K Neogi
Mr. Rajiv Prasad (Upto
16th November2009)
i) Previous year figures are given in brackets
ii) No amount has been written off or provided for in respect of
transactions with the related parties except for provision of Rs. 5
Lacs for diminution in value of investment in subsidiary.
15. DERIVATIVE INSTRUMENT AND UNHEDGED FOREIGN CURRENCY EXPOSURE.
Note:
1) Provision for contribution to employee benefits which are based on
actuarial valuation done on an overall company basis are excluded from
above.
2) a) The company has received approval of the Central Government vide
their letter No. A64380926 Â CL.VII dated 13.4.2010 in respect of the
remuneration of the erstwhile managing director. Remuneration of
Rs. 86.34 lacs comprising Rs. 73.22 lacs for the financial year 2008-09
& Rs. 13.12 lacs for f.y. 2009-10 has been paid in excess of the approval
of the Central Government. The company has charged the excess
remuneration to the profit & loss account in view of the revision
application for approval of the excess remuneration filed by the company
vide acknowledgement no. 1690 dated 5.5.2010. Accordingly excess
remuneration of Rs. 86.34 lacs has not been recovered from the erstwhile
Managing Director.
b) Salary paid/payable to the managing director of Rs. 70.99 lacs in
excess of the limit specified in schedule XIII of the companies
act,1956 is pending approval from Central Government. The company has
made an application seeking approval from the central government for
payment of managerial remuneration in excess of the limit specified
under the companies act,1956. The said approval is awaited.
16. Previous year figures have been regrouped wherever considered
necessary.
Mar 31, 2009
1. NATURE OF OPERATION
Halonix Limited (hereinafter referred to as Âthe CompanyÂ) is a
manufacturer of Electric Lamps.
2. The Company had approved its annual financial statements for the
year ended 31.3.2009 in the Board of Directors Meeting held on 30th
June,2009. The auditors also submitted their auditors report of even
date. The Board of Directors in their meeting held on 29th July,2009
reviewed and revised the financial statement to recommend dividend on
equity shares for the year ended 31.3.2009. The auditors have also
submitted their report of even date on the said financial statements.
3. (A) Contingent liabilities not provided for in respect of :
(Rs. in Lacs)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantees 394.20 86.38
b) Suspension period wages under dispute 38.34 35.09
c) Disputed demand of Income Tax 64.60 64.60
d) Trade Tax/Sales Tax demand under appeal 51.42 42.24
e) Excise Duty Under Protest 70.84 70.84
(B) The Company carries an export obligation of Rs. 1343.62 Lacs
(previous year Rs. 1674.64 Lacs) under Export Promotion Capital Goods
scheme towards import of plant and machinery to be fulfilled by June
2012.
4. Outstanding Commitment of capital contracts Rs. 2243.30 Lacs
(P.Y.Rs. 833.06 Lacs) net of advances.
5. Secured Loans installments falling due within next 12 months Rs.
2800 Lacs (Previous Year Rs. 175.03 Lacs)
6. As per the Schemes of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by HonÂble Allahabad High Court vide order
dated 22.02.2000 & 22.04.2002, the Company had converted 131.60 Lacs
equity shares of face value of Rs.10/- each aggregating to Rs.1,316
Lacs into 13.16 Lacs Redeemable Preference Shares of Rs.100/- each
aggregating to Rs. 1,316 Lacs. Redeemable Preference Shares will not
carry any dividend right. Out of this 7.66 Lacs redeemable preference
shares will be redeemed at par after 31st March, 2007 and 5.50 Lacs
redeemable preference shares will be redeemed at par after 1st April,
2012 on such date as the board of directors may determine after
Preference Shares held by Industrial Development Bank of India Limited
have been redeemed in full and their liabilities have been fully
discharged.
7. Employee Benefits:
a) Contribution to Provident Fund:
Amount of Rs. 263.41 Lacs (P.Y. Rs.186.27 Lacs) is recognized as an
expense & included in Payment and Benefits to employees (Refer Schedule
 17) in the Profit & Loss account.
VII. The Companys Gratuity fund is managed by Life Insurance
Corporation of India . The plan assets under the fund are deposited
under approved securities.
C). Performance incentive of Managing Director is to be provided as &
when it is decided in the board, and for the employee as & when it is
decided by the management.
8. Sales includes sale of scrap of Rs. 86.21 Lacs (Previous year Rs.
54.67 Lacs)
9. The Company has formed a wholly owned subsidiary company by the
name ÂHalonix Technologies Limited on 02/03/2009 and obtained a
Certificate of Commencement of Business w.e.f. 27/03/2009. During the
period the subsidiary Company has neither carried out any activity nor
prepared the financial statement for the period ending 31/03/2009.
Therefore the accounts for the subsidiary company has not been
facilitated.
10. Research and Development
During the year, the company has developed "OUTPUT FEEDBACK PASSIVE
POWER FACTOR CORRECTION ". The expenditure incurred for the research
and development of the product amounting to Rs. 598.89 Lacs has been
capitalized. The management is of the view that :- a. there is a
reasonable indication that current and future research and development
costs to be incurred on the project together with expected production,
selling and administrations costs are likely to be more than covered by
future revenues/benefits and
b. the management of the enterprise has indicated its intention to
produce and market, or use the product or process.
c. Adequate resources exist, or are reasonably expected to be
available to complete the project and market the product or process.
11. The Company has taken various residential, office and warehouse
premises under operating lease agreements. These are generally not non
cancelable and are renewable by mutually agreed terms. There are no
restrictions imposed by Lease Agreement. There are no subleases.
12. Disclosure required by Accounting Standard (AS-29) relating to
Provisions, Contingent Liabilities and Contingent Assets.
The provisions are recognized on the basis of past events and the
probable settlement of the present obligation as a result of the past
events during the year.
13. SEGMENT REPORTING
The Company operates into single business segments, namely Electrical
Lamps Segment. Therefore, the information pursuant to Accounting
Standard  17 Segment Reporting is not applicable.
14. RELATED PARTY DISCLOSURE
a) List of related parties with whom transactions have taken place
during the year is as under:
Nature of Relationship Name of the Person
i) Subsidaries Halonix Technologies Limited (Ownership 100%)
ii) Common Control Argon South Asia Limited
iii) Holding Company Argon India Limited
iv) Key Management
personnel Mr. Rajiv Prasad
15. Previous year figures have been regrouped /rearranged wherever
considered necessary.
Mar 31, 2008
1. (A) Contingent liabilities not provided for in respect of:
(Rs. in OOO)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantee 8,638 8,550
b) Suspension period wages
under dispute 3,509 4,012
c) Disputed demand of Income Tax 6,460 5,274
d) Trade Tax/Sales Tax
demand under appeal 4,224 229
e) Excise Duty Under Protest 7,084 7,084
(B) The Company carries an export obligation of Rs. 1,674.84 lacs
(Previous Year Rs. 1,706.37 lacs) against duty free import of plant and
machinery to be fulfilled by June 2012.
2. Outstanding Commitment of capital contracts Rs.833.06 lacs
(Previous Year Rs.319.03 lacs) net of advances.
3. The Company has initiated the process of obtaining confirmation
from suppliers who have registered themselves under the Micro Small
Medium Enterprises Development Act, 2006 (MSMED Act, 2006). Based on
the information available with the Company, the balance due to Micro
and Small Enterprises as defined under the MSMED Act, 2006 is Rs.34.98
Lacs. Further no interest during the year has been paid or payable
under the terms of the MSMED Act, 2006.
4. With effect from January 01, 2007 the Company has adopted
Accounting Standard-15 (Revised 2005) "Employee Benefits". Pursuant to
the adoption of this Standard the additional obligations of the Company
with respect to certain employee benefits up to 31.03.2007, amounting
to Rs 186.27 Lacs have been adjusted from the opening balance in the
General Reserve as at 1st April, 2007 being the transitional provision
of the Standard.
5. Secured Loans installments falling due within next 12 months Rs.
175.03 lacs (Previous Year Rs. 945.51 lacs)
6. As per the Schemes of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by Honble Allahabad High Court vide order
dated 22.02.2000 & 22.04.2002.The Company had converted 13,160,000
equity shares of face value of Rs.10/- each aggregating to
Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/-
each aggregating to Rs. 131,600,000. Redeemable Preference Shares will
not carry any dividend right. Out of this 766,000 redeemable
preference shares will be redeemed at par after 31st March, 2007 and
550,000 redeemable preference shares will be redeemed at par after 1st
April, 2012 on such date as the board of directors may determine after
Preference Shares held by Industrial Development Bank of India Limited
have been redeemed in full and their liabilities have been fully
discharged.
7. Employee Benefits:
a) Effective from 1st January, 2007, the Company adopted Accounting
Standard 15 (Revised 2005) on "Employee Benefits" issued by the
Institute of Chartered Accountant of India.
b) Contribution to Provident Fund : Amount of Rs. 182.89 Lacs (Previous
Year Rs. 165.43 Lacs) is recognized as an expense & included in Payment
and Benefits to employees (Refer Schedule - 17) in the Profit & Loss
account.
c) The following table sets out the status of the gratuity scheme plan
as at 31st March, 2008.
VII. The Companys Gratuity fund is managed by Life Insurance
Corporation of India The plan assets under the fund are deposited under
approved securities.
VIII.The current year being the first year of adoption of Accounting
Standard -15 (Revised 2005) by Company, the previous years comparative
information has not been furnished.
d) Performance incentive of Managing Director is to be provided as &
when it is decided by the board, and for the employee as & when it is
decided by the management.
8. Sale of scrap of Rs.54.67 Lacs (Previous Year Rs.68.16 Lacs)
9. LEASES
The Gas plant taken on lease during the financial year 1999-2000 has
been treated as operating lease. The particulars are as follows:-
a) The total of future minimum lease payments under non-cancelable
operating leases for each of the following periods are:
i) Not later than one year Rs. 30 Lacs
ii) Later than one year and not later than five years: Rs. 5 Lacs
b) Lease payments recognized in the statement of profit and loss for
the period, with separate amounts for minimum lease payments Rs. 30
Lacs
c) The lease rent is charged to gases in schedule 14 of materials
account in the Profit & Loss Account.
d) Renewal of the lease arrangement can be done for not exceeding 5
years at one time after expiry of the current agreement. However, there
is no purchase option and escalation clause
10. INCOME TAXES
a) The provision for current tax during the year is made on the basis
of Minimum Alternate Tax (MAT) in accordance with section 115JB of the
Income Tax Act,1961.Considering the future profitability and taxable
position in the subsequent years, the Company has recognized the MAT
Credit entitlement of Rs.26.00 Lacs (Previous Year Rs.176.00 Lacs) as
an assets by crediting with Profit & Loss A/c and disclosed under
Loans & Advances (Schedule 10) in accordance with the Guidance note
"Accounting for credit available in respect of Minimum Alternate Tax
under the Income Tax Act, 1961" issued by the The Institute of
Chartered Accountants of India .
b) The payment made during the year towards redemption of Preference
Shares Capital of Rs. Nil (Previous Year Rs.974.50 Lacs) representing
the term loan interest due to Industrial Development Bank of India
Limited and disallowed in the assessment year 1997-98 and 1999-2000 has
been considered as an admissible deduction u/s 43B of the Income Tax
Act for determining current Income Tax liability.
11. SEGMENT REPORTING
The company operates into single business segments, namely Electrical
Lamps segment. Therefore, the information pursuant to Accounting
Standard - 17 Segment Reporting is not applicable.
12. Previous year figures have been regrouped /rearranged wherever
considered necessary.
13. Additional Information as required under Part IV of Schedule VI to
the Companies Act, 1956.
Mar 31, 2007
1. (A) Contingent liabilities not provided for in respect of :
(Rs. in000)
PARTICULARS Current Year Previous Year
(a) Unexpired Bank guarantee 8,550 8,650
(b) Unexpired letters of credit - 2,561
(c) Suspension period wages under dispute 4,012 3,771
(d) Disputed demand of Custom/Excise - 600
(e) Disputed demand of Income Tax 5,274 4,900
(f) Trade Tax/Sales Tax demand under appeal 229 337
(g) Excise Duty Under Protest 7,084 -
(B) The Company carries an export obligation of Rs. 1,706.37 Lacs
(Previous Year Rs. 1,774.24 Lacs) against duty free import of plant and
machinery to be fulfilled by June 2012.
2. Outstanding Commitment of capital contracts Rs. 319.03 Lacs
(Previous Year Rs. 122.11 Lacs) net of advances.
3. Sundry creditors for goods and services include Rs. 26.29 Lacs
(Previous Year Rs. 225.40 Lacs) due to Small Scale Industries (SSI).
The name of the SSI units to whom the Company owes any sum for more
than 30 days are as follows:-
Everest Electrical Industries, Kalpana Lamp Components Industries,
Radiant Polymer P Ltd, Kartik Electronics, Siria Impex P Ltd. & Tej
Machine Tools, Khandelwal Traders and National Adhesive.
(The list has been compiled by the management to the extent
identification of such units could be made and has been relied upon by
the auditors).
4. The identification of the micro, small and medium enterprises in
terms of the Micro, Small and Medium Enterprises Development Act 2006
enacted w.e.f 16/06/2006 could not be made as the Company does not have
any information in its possession. However there are no overdues as on
balance sheet date and during the year the suppliers have been paid
within the stipulated period.
5. Secured Loans installments falling due within next 12 months Rs.
945.51 Lacs (Previous Year Rs.1383.13 Lacs)
6. As per the Schemes of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by HonÂble Allahabad High Court vide order
dated 22.02.2000 & 22.04.2002. The Company had converted 13,160,000
equity shares of face value of Rs.10/- each aggregating to
Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/-
each aggregating to Rs. 131,600,000. Redeemable Preference Shares will
not carry any dividend right. Out of this 766,000 redeemable
preference shares will be redeemed at par after 31st March, 2007 and
550,000 redeemable preference shares will be redeemed at par after 1st
April, 2012 on such date as the board of directors may determine after
Preference Shares held by Industrial Development Bank of India Limited
have been redeemed in full and their liabilities have been fully
discharged.
7.5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 108,700,000
were to be redeemed at par in 28 quarterly installments commencing from
1st July, 2005. Accordingly, 262,500 CRPS were redeemed upto 1st
January, 2007. The balance 824,500 CRPS of Rs. 100/- were redeemed
pre-mature by exercising option by Industrial Development Bank of India
Limited.
7. During the year the Company has allotted 4,170,000 Equity Shares of
Rs.10/- each at a premium of Rs. 92/- each on exercising the option
attached with the share warrants issued during the year.
8. LEASES
The Gas plant taken on lease during the financial year 1999-2000 has
been treated as operating lease. The particulars are as follows:- a)
The total of future minimum lease payments under non-cancelable
operating leases for each of the following periods are:
i) Not later than one year Rs. 30 Lacs
ii) Later than one year and not later than five years: Rs. 35 Lacs
b) Lease payments recognised in the statement of profit and loss for
the period, with separate amounts for minimum lease payments Rs. 30
Lacs.
c) The lease rent is charged to gases in schedule 15 of materials
account in the Profit & Loss Account.
d) Renewal of the lease arrangement can be done for not exceeding 5
years at one time after expiry of the current agreement. However, there
is no purchase option and escalation clause.
9. INCOME TAXES
a) The provision for current tax during the year is made on the basis
of Minimum Alternate Tax (MAT) in accordance with section 115JB of the
Income Tax Act,1961.Considering the future profitability and taxable
position in the subsequent years, the Company has recognized the ÂMAT
Credit entitlement as an assets by crediting with Profit & Loss A/c
for an equivalent amount and disclosed under ÂLoans & AdvancesÂ
(Schedule 11) in accordance with the Guidance note ÂAccounting for
credit available in respect of Minimum Alternate Tax under the Income
Tax Act,1961Â issued by the The Institute of Chartered Accountants of
India.
b) The payment made during the year towards redemption of Preference
Shares Capital of Rs. 974.50 Lacs (Previous Year Rs.112.50 Lacs)
representing the term loan interest due to Industrial Development Bank
of India Limited and disallowed in the assessment year 1997-98 and
1999-2000 has been considered as an admissible deduction u/s 43B of the
Income Tax Act for determining current Income Tax liability.
10. SEGMENT REPORTING
The Company operates into single business segments, namely Electrical
Lamps segment. Therefore, the information pursuant to Accounting
Standard-17 Segment Reporting is not applicable.
Mar 31, 2006
ANNUAL REPORT 2005-2006
NOTES ON ACCOUNTS
SIGNIFICANT ACCOUNTING POLICIES/NOTES TO ACCOUNTS (Forming part of the
Accounts for the year ended 31st March, 2006):
1. NATURE OF OPERATION:
Phoenix Lamps Limited (herein after referred to as 'the Company') is a
manufacturer of Electric Lamps.
2. SIGNIFICANT ACCOUNTING POLICIES:
a) Basis of Accounting:
The financial statements have been prepared to comply in all material
respects with the mandatory Accounting Standards issued by the Institute of
Chartered Accountants of India and the relevant provisions of the Companies
Act, 1956. The financial statements have been prepared under the historical
cost convention, except where otherwise stated, and on an accrual basis.
The accounting policies have been consistently applied by the Company and
are consistent with those used in the previous year.
b) Fixed Assets:
Fixed Assets are stated at cost less accumulated depreciation and
impairment losses, if any. Cost comprises the purchase price and any
directly attributable cost of bringing the asset to its working condition
for its intended use. Financing cost relating to acquisition of fixed
assets are also included to the extent they relate to the period till such
assets are ready to be put to use.
Expenditure for addition, improvement and renewal are capitalized and
expenditure for repairs and maintenance are charged to Profit & Loss
Account.
c) Borrowing Cost:
Borrowing cost related to acquisition or construction of the qualifying
fixed assets for the period up to the completion of their acquisition or
construction are included in the book value of the respective assets and
other borrowing costs are charged to profit & loss account.
d) Depreciation:
i) Depreciation is provided on straight line method as prescribed in
Schedule XIV of the Companies Act, 1956.
ii) Lease hold land is amortised over the remaining period of lease.
iii) Depreciation on the amount of addition made to fixed assets due to
exchange fluctuation is provided over the remaining useful life of the
assets to which the fluctuation relates.
iv) Depreciation on the amount of addition made to fixed assets due to
upgradation/improvement is provided at the rate applied to the existing
assets.
v) Intangible Assets - Software are accounted for at their cost of
acquisition & amortised over their estimated economic life not exceeding 10
years.
e) Retirement Benefits:
(i) Retirement benefits in the form of the Company's makes contribution to
Provident Fund charged to the Profit & Loss Account of the year when the
contributions to the respective funds are due.
(ii) Gratuity liability under the payment of Gratuity Act and provision for
Leave Encashment is accrued and provided for on the basis of actuarial
valuation made at the end of each financial year.
f) Foreign Exchange Transaction:
Initial Recognition:
Foreign current transactions are recorded in the reporting currency, by
applying to the foreign current amount the exchange rate between the
reporting currency and the foreign currency at the date of the transaction.
Conversion:
Foreign currency monetary items are reported using the closing rate. Non-
monetary items which are carried in terms of historical cost denominated in
a foreign currency are reported using the exchange rate at the date of the
transaction;
Exchange Difference:
Exchange differences arising on the settlement of monetary items or on
restatement of reporting Company's monetary items at rates different from
those at which they were initially recorded during the year, or reported in
previous financial statements, are recognized as income or as expenses in
the year in which they arise except exchange difference on liabilities for
acquisition of capital assets from outside India, which are adjusted in the
carrying cost of respective fixed assets.
Forward Exchange Contracts:
In respect of forward exchange contracts entered into by the Company, the
difference between the contracted rate and the rate at the date of
transaction is recognized as gain or loss over the period of contract
except for difference in respect if liabilities incurred for acquiring
fixed assets from a country outside India, in which case such difference is
adjusted in the carrying amount of the respective fixed assets. Exchange
differences on such contracts are recognized in the statement of profit and
loss in the year in which the exchange rates change. Any profit or loss
arising on cancellation or renewal of forward exchange contract is
recognized as income or as expense for the year, except profit or loss on
transactions relating to acquisition of fixed assets from a country outside
India, which is adjusted to the carrying amount of fixed assets.
g) Inventory Valuation:
Inventories are valued as follows:
Raw Materials & Others:
Lower of cost and net realizable value. However, materials and other items
held for use in the production of inventories are not written down below
cost if the finished products, in which they will be incorporated, are
expected to be sold at or above cost. Cost is determined on first in first
out basis.
Work in Progress and Finished Goods:
Lower of cost and net realizable value. Cost includes direct materials and
labour and a proportion of manufacturing overheads based on normal
operating capacity. Cost of finished goods includes excise duty where ever
applicable.
By Products and Waste Net realizable value.
Net realizable value is the estimated selling price in the ordinary course
of business, less estimated costs of completion and to make the sale.
h) Leased Assets:
Leases where the lessor effectively retains substantially all the risks and
benefits of ownership of the leased item are classified as operating
leases. Operating lease payments are recognized as an expense in the Profit
& Loss Account on a straightline basis over the lease term.
i) Revenue Recognition:
Revenue is recognized to the extent that it is probable that the economic
benefits will flow to the Company and the revenue can be measured.
Sale of Goods:
Revenue is recognized when the significant risks and rewards of ownership
of the goods have been passed to the buyer. Sales are net of return, volume
discount and sales tax but including excise duty.
Dividends:
Revenue is recognized when the shareholder's right to receive payment is
established by the Balance Sheet date.
j) Investment:
Investments that are readily realizable and intended to be held for not
more than a year are classified as current investments. All other
investments are classified as long-term investments. Current investments
are carried at lower of cost and fair value determined on an individual
investment basis. Long term investments are carried at cost. However,
provision for diminution in value is made to recognize a decline other than
temporary in the value of such investments.
k) Provision for Current and Deferred Tax:
Tax expense comprises both current and deferred taxes. Provision is made
for current income tax liability, which is likely to arise on the results
for the year at the current rate of tax in accordance with the provisions
of Income Tax Act, 1961. 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 on
timing differences 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.
Deferred tax assets on carry forward of unabsorbed depreciation and tax
losses are recognized only if there is virtual certainty that such deferred
tax assets can be realized against future taxable profits. Unrecognized
deferred tax assets of earlier years are re-assessed and recognized to the
extent that it has become reasonably certain that future taxable income
will be available against which such deferred tax assets can be realized.
The deferred tax in respect of timing differences which originate during
the tax holiday period and reverse during the tax holiday period has not
been recognized to the extent the enterprises gross total income is subject
to the deduction during the tax holiday period.
l) Impairment of Fixed Assets:
Consideration is given at each balance sheet date to determine whether
there is any indication of impairment of the carrying amount of the
Company's fixed assets. If any indication exists, an asset's recoverable
amount is estimated. An impairment loss is recognized whenever the carrying
amount of an asset exceeds its recoverable amount. The recoverable amount
is greater of the net selling price and the value in use. In assessing
value in use, the estimated future cash flows are discounted to their
present value based on an appropriate discount factor.
Reversal of impairment losses recognized in prior years is recorded when
there is an indication that the impairment losses recognized for the asset
no longer exist or have decreased. However, the increase in carrying amount
of an asset due to reversal of an impairment loss is recognized to the
extent it does not exceed the carrying amount that would have been
determined (net of depreciation) had no impairment loss been recognized for
the asset in prior years.
m) Provisions:
A provision is recognized when an enterprise has a present obligation as a
result of past event and it is probable that an outflow of resources will
be required to settle the obligation, in respect of which a reliable
estimate can be made. Provisions are not discounted to its present value
and are determined based on best management estimate required to settle the
obligation at the Balance Sheet date. These are reviewed at each Balance
Sheet date and adjusted to reflect the current management estimates.
n) Earning Per Share (EPS):
Basic earnings per share is calculated by dividing the net profit or loss
for the year attributable to equity shareholders (after deducting
preference dividends and attributable taxes) by the weighted average number
of equity shares outstanding during the year. For the purpose of
calculating Diluted Earning per Share, the net profit or loss for the year
attributable to equity shareholders and the weighted average number of
shares outstanding during the year are adjusted for the effects of all
dilutive potential Equity Shares.
NOTES TO ACCOUNTS:
1. Sundry creditors for goods and services includes Rs.225.40 Lacs
(previous year Rs.216.73 lacs) due to Small Scale Industries. The name of
the SSI unit to whom the Company owes any sum for more than 30 days are as
follows:
Precision Paper Products, Asian Machine Tools, Everest Electrical
Industries, Hartech Plastics Pvt. Ltd., Jumbo Electric Co., Kalpana Lamp
Components Industries, Radiant Polymer (P) Ltd., Kartik Electronics, Siria
Impex (P) Ltd., & Tej Machine Tools.
(The list has been compiled by the management to the extent identification
of such units could be made and has been relied upon by the auditors).
2. IDBI had exercised option of recompensate during the year and the
Company has agreed to pay Rs.50 Lacs in settlements which has been included
in interest on term loan.
3. Secured Loans installments falling due within next 12 months Rs.1383.13
lacs (Previous Year Rs.1214.33 lacs).
4. (i) As per the Schemes of Arrangement of Share Capital u/s. 391 of the
Companies Act, 1956 approved by Hon'ble Allahabad High Court. The Company
had converted its 13,160,000 equity shares of face value of Rs.10/- each
aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares
of Rs.100/- each aggregating to Rs.131,600,000. Redeemable Preference
Shares will not carry any dividend right, Out of this 766,000 redeemable
preference shares will be redeemed at par after 31st March, 2007 and
550,000 redeemable preference shares will be redeemed at par after 1st
April, 2012 on such date as board of directors may determine after
Preference Shares held by IDBI are redeemed in full and their liabilities
have been discharged.
ii) With effect from 1st April, 2001, the 2,000,000, 15% Cumulative
Redeemable Preference Shares of Rs.100/- each held by IDBI stands varied as
follows:
a) 7.5% (Previous Year 6%) Cumulative Redeemable Preference Shares of
Rs.108,700,000 to be redeemed in 28 quarterly installments commencing from
1st July, 2005. Dividend on CRPS has been increased from 6% to 7.5% w.e.f.
1st July, 2005 on exercise of the option of right to recompensate by IDBI.
b) Balance Cumulative Redeemable Preference Shares of Rs.91,300,000 stands
prematurely redeemed against fresh Rupee Loan of an equivalent amount from
IDBI carrying interest @12.5% p.a. to be repayable in 24 quarterly
installments commencing from July 01, 2006 and ending on April 01, 2011.
5. a) Amount written back appearing in schedule 14 of Other Income includes
a sum of Rs.195.35 Lacs due to Soei Tsusho Co. Ltd., Japan on account of
supply of raw-material.
b) A sum of Rs.588.82 Lacs due to Soei Tsusho Co. Ltd., Japan on account of
supply of Plant & Machinery has been written back due to defect in the
plant and machinery supplied by it. The same has been adjusted in the cost
of plant & machinery. Accumulated depreciation of Rs.209.15 Lacs has been
written back and shown as exceptional item in the Profit & Loss account.
6. In terms of AS 2 & AS 10 issued by the Institute of Chartered
Accountants of India, the Company has during the year capitalised Insurance
Spares of Rs.59.72 Lacs. Accumulated depreciation up to 31.03.2006 is
Rs.11.79 Lacs which includes depreciation for earlier years Rs.4.74 Lacs.
As a result of above change inventory is lower by Rs.59.72 Lacs and net
fixed assets as on 31.03.2006 are higher by Rs.47.93 Lacs.
7. LEASES:
The Gas plant taken on lease during the financial year 1999-2000 has been
treated as operating lease. The particulars are as follows:
a) The total of future minimum lease payments under non-cancelable
operating leases for each of the following periods are:
i) Not later than one year Rs.30 Lacs
ii) Later than one year and not later than five years Rs.65 Lacs
b) Lease payments recognised in the statement of profit Rs.30 Lacs
and loss for the period, with separate amounts for
minimum lease payments
c) The lease rent is charged to gas account in the Profit & Loss Account.
d) Renewal of the lease arrangement can be done for not exceeding 5 years
at one time after expiry of the current agreement. However, there is no
purchase option and escalation clause.
8. The payment made during the year towards redemption of Preference Shares
Capital representing the term loan interest due to IDBI and disallowed in
the assessment year 1997-98 has been considered as a admissible deduction
u/s 43B of the Income Tax Act for the purpose Tax computation of current
Income Tax for the year.
9. DEFERRED TAX LIABILITIES/(ASSETS):
The break up of the net deferred tax liability as on 31st March, 2006 is as
under:
(Rs. in '000)
PARTICULARS 31.03.06 31.03.05
Deferred Tax liability:
Timing difference on account of depreciation 85,847 112,963
difference as per books & as per Income Tax Act
TOTAL 85,847 112,963
Deferred Tax Assets:
On account of Disallowance u/s. 43B 645 372
Net deferred Tax liabilities
TOTAL 645 372
Net Deferred Tax Liabilities/ 85,202 112,591
(Assets) for the year (27,389) (21,755)
10. SEGMENT REPORTING:
The Company operates into single business segments, namely Electrical Lamps
segment. Therefore, the information pursuant to Accounting Standard-17
Segment Reporting is not applicable.
11. EARNING PER SHARE (EPS):
(Rs. in '000)
PARTICULARS Current Previous
Year Year
(a) Net profit after tax available for equity share 230,531 115,476
holders
(b) Weighted average number of shares 23,849 23,849
(c) Basic/Diluted Earning per share(Rs.) (Nominal 9.67 4.84
Rs.10/- per share)
12. RELATED PARTY DISCLOSURE:
a) List of related parties with whom transactions have taken place during
the year are as under:
Nature of Relationship:
i) Subsidiary Company
Name of the Person:
i) Phoenix Tri Continental Hotels Limited
Name of Relationship:
ii) Relatives of Key Management personnel:
Name of the Person:
i) Mrs. P.D. Gupta (Wife of Mr. B.K. Gupta & Mother of Mr. H.R. Gupta)
ii) Mrs. Abha Gupta (Wife of Mr. H.R. Gupta)
Name of Relationship:
iii) Key Management personnel:
Name of the Person:
i) Mr. B.K. Gupta
ii) Mr. H.R. Gupta
iii) Mr. A.K. Agarwal
b) Related Party Transactions:
Transaction during the year:
(Rs. in '000)
Nature of transaction A B C D
i) Equity Contribution 500 0 0 500
(0) (0) (0) (0)
ii) Rent 0 0 450 450
(0) (0) (600) (600)
iii) Managerial Remuneration 0 26422 0 26422
(0) (16623) (0) (16623)
iv) Dividend Paid 0 7190 6088 13278
(0) (4664) (3863) (8527)
v) Reimbursement of Preliminary Exp. 169 0 0 169
(0) (0) (0) (0)
Balances outstanding as at year end:
i) Equity Contribution 500 0 0 500
(0) (0) (0) (0)
ii) Managerial Remuneration Payable 0 6798 0 6798
(0) (1680) (0) (1680)
TOTAL
A = Subsidiary Company
B = Relatives of Key Management Personnel
C = Key Management Personnel
D = Total
Notes:
i) Previous year figures are given in brackets.
ii) No amount has been written off or provided for in respect of
transaction with the related parties.
13. The Company has incorporated a 100% Subsidiary on 27.02.2006. There has
been no operational activities in this Subsidiary Company during the
period. The management has decided to dispose of the same, hence
consolidated financial statement as required by AS 21 issued by The
Institute of Chartered Accountants of India has not been given.
14. (A) Contingent liabilities not provided for in respect of:
(Rs. in '000)
PARTICULARS Current Previous
Year Year
a) Unexpired Bank guarantee 8,650 150
b) Unexpired letters of credit 2,561 54,684
c) Suspension period wages under dispute 3,771 3,578
d) Disputed demand of Custom/Excise 600 1,317
e) Disputed demand of Income Tax 4,900 -
f) Trade Tax/Sales Tax demand under appeal 337 341
(B) The Company carries an export obligation of Rs.1774.24 lacs (previous
year Rs.1612.87 lacs) against duty free import of plant and machinery to be
fulfilled by June 2012.
15. Outstanding Commitment of capital contracts Rs.122.11 lacs (P.Y.
Rs.334.85 lacs) net of advances.
16. Managerial Remuneration*:
(Rs. in '000)
PARTICULARS Current Previous
Year Year
(a) Managerial Remuneration u/s 198 of Companies
Act, 1956 (included under various heads of
accounts of Profit & Loss account):
Salary 12,576 11,367
Perquisites 494 271
Contribution to Provident Fund 897 841
Commission 12,455 4,144
26,422 16,623
Director's Sitting Fees 80 80
TOTAL 26,502 16,703
Note:
Provision for contribution to employee benefits which are based on
actuarial valuation done on an overall company basis are excluded from
above.
* Computation of net profits in accordance with Section 198 of the
Companies Act, 1 956 and t he commission payable to directors.
(Rs. in '000)
PARTICULARS 31.03.2006 31.03.2005
Net profit before tax 238,517 170,273
Add:
Director's Remuneration 26,422 16,623
Directors' Sitting Fees 80 80
Bad debts written off 807 769
Deduct:
Profit on Sale of Land - 4,014
Net Profit as per Section 198 of the 265,826 183,731
Companies Act, 1956
Maximum remuneration as permissible to Chairman 26,582 18,373
& Managing Director under the act at 10%
Commission payable to Chairman, Managing Director 15,949 1,024
@3% of the net profit for each appointee
Commission is restricted to the amount of maximum 12,455 4,144
managerial remuneration payable under Company law &
as determined by the Board of Directors
17. Auditor's Remuneration:
(Rs. in '000)
PARTICULARS Current Year Previous Year
i) Statutory Auditor:
a) As Auditor's 517 468
b) Other Capacity:
- Tax Audit 83 83
- Certification & other matters 28 54
- Out of Pocket Expenses 12 21
ii) Cost Auditor fee 39 39
18. Previous year figures have been regrouped /rearranged wherever
considered necessary.
19. Additional information pursuant to the provisions of para 3, 4C & 4D of
Part II of Schedule VI of the Companies Act, 1956 (As Certified by the
Management):
a) Details of Capacity and Production:
(Figures in '000)
Unit Licenced Capacity Installed Actual Production
Capacity
Class of Goods Current Previous Current Previous Current Previous
Year Year Year Year Year Year
Electric Lamps Pcs NA NA 89,436 75,114 56,688 45,145
* Since been delicensed.
b) Raw Material Consumed:
(Figures in '000)
Items Unit QUANTITY AMOUNT (Rs.)
Current Previous Current Previous
Year Year Year Year
Tungsten Filament Pcs 81,633 75,099 80,279 68,156
Lead in Wire Pcs 86,815 72,627 15,130 20,785
Moly Shield Pcs 23,097 21,441 64,559 37,186
Lamp Base Parts Pcs 148,448 113,050 277,126 216,355
Others 706,050 463,731
c) Particulars in respect of goods dealt with by the Company:
(Figures in '000)
Class of Goods Opening Stock Sales Closing Stock
Qty Value Qty Value Qty Value
(Pcs.) (Rs.) (Pcs.) (Rs.) (Pcs.) (Rs.)
Electric Lamps 2,909 95,418 55,650 2,408,373 3,947 126,783
(2,910) (73,565) (45,146) (1,809,624) (2,909) (95,418)
d) Value of imported and indigenous Raw Material and Stores & Spares
Consumed:
(Figures in '000)
Items CURRENT YEAR PREVIOUS YEAR
Value Percentage Value Percentage
(Rs.) (%) (Rs.) (%)
Raw Material
Imported 672,563 58.83 496,839 61.63
Indigeneous 470,581 41.17 309,374 38.37
1,143,144 100.00 806,213 100.00
Spare Parts:
Imported 10,229 34.03 8,138 47.40
Indigeneous 19,829 65.97 9,029 52.60
30,058 100.00 17,167 100.00
Packing Material,
Consumables & Others:
Imported 53,836 16.75 47,811 19.55
Indigenous 267,537 83.25 196,759 80.45
321,373 100.00 244,570 100.00
e) Particulars of goods for resale:
(Figures in '000)
Opening Stock Purchases
Class Of Goods Qty Value Qty Value
(Pcs) (Rs.) (Pcs) (Rs.)
Electric Lamps 14.18 540.96 907.90 42932.85
(5.30) (396.40) (3521.96) (199192.82)
(Figures in '000)
Sales Closing Stock
Class Of Goods Qty Value Qty Value
(Pcs) (Rs.) (Pcs.) (Rs.)
Electric Lamps 891.20 44913.07 30.88 457.31
(3513.08) (208360.88) (14.18) (540.96)
(Figures in '000)
Current Year Previous Year
f) (I) Value of Imports on CIF Basis:
i) Raw Material & Gases 608,253 599,931
ii) Spares Parts/Consumable 36,896 29,817
iii) Capital Goods 57,070 67,139
iv) Goods for Resale 40,567 196,837
(overseas merchanting trade)
II) Expenditure in Foreign Currency
(Payment Basis):
i) Foreign Travel 8,782 7,351
ii) Exhibition Expenses 2,517 1,613
iii) Professional Fees 1,461 -
iv) Selling commission 3,446 1,768
v) Others 23,724 12,310
g) Earning in Foreign Currency:
FOB Value of Exports {includes overseas 873,753 1,008,236
merchanting trade of Rs.422.30 Lacs (previous
year Rs.2055.59 lacs)}
20. Net Dividend Remitted In Foreign Currency:
PARTICULARS Current Year Previous Year
2005-06 2004-05
a) Number of Non Resident Shareholders 57 15
b) Number of Equity Shares held by them 72,304 1,257,090
c) Amount of Dividend Remitted (Rs. in '000) 108 1,257
d) Tax Deducted at Source Rs. NIL NIL
e) Year to Which dividend relates 2004-05 2003-04
A.K. Mittal A.K. Agarwal
Company Secretary Whole Time Director
H.R. Gupta
Managing Director
As per our report of even date
For ARUN K. GUPTA & ASSOCIATES
Chartered Accountants
Sachin Kumar
Partner
M. N.: 503204
Place: Noida
Dated: 26.05.2006
Mar 31, 2005
1. Sundry Creditors for goods and services includes Rs. 216.73 lacs
(previous year Rs. 37.54 lacs) due to Small Scale Industries. The name
of the SSI units to whom the Company owes any sum more than 30 days are
as follows:-
Autonix Auto Industries, Compack Enterprises, Unipack Industries,
Radiant Polymer, Tej Machine Tools, Deki Electronics, Siria Impex, DBS
Industries & Hartech Plastics.
(The list has been compiled by the management to the extent
identification of such units could be made and has been realised upon
by the auditors.
2. Interest on term loan includes Rs. 244.75 lacs (Previous Year Rs.
109 lacs) towards pre-payment premium paid to IDBI.
3. Secured Loans installments falling due within next 12 months Rs.
1214.33 lacs (Previous Year Rs. 1733.91 lacs)
4. As per the Scheme of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956 approved by Hon'ble Allahabad High Court :-
i) The Company had converted its 13,160,000 equity shares of face value
of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316,000
Redeemable Preference Shares of Rs. 100/- each aggregating to Rs.
131,600,000. Redeemable Preference Shares will not carry any dividend
right, out of this 766,000 redeemable preference shares will be
redeemed at par after 31st March, 2007 and 550,000 redeemable
preference shares will be redeemed at par after 1st April, 2012 on such
date as board of directors may determine after Preference Shares held
by IDBI are redeemed in full and their liabilities have been
discharged.
ii) With effect from 1st April, 2001, 2,000,000,15% Cumulative
Redeemable Preference Shares of Rs. 100/- each held by IDBI stands
varied as follows :
a) 6% Cumulative Redeemable Preference Shares of Rs. 108,700,000 to be
redeemed in 28 quarterly installments commencing from 1st July, 2005.
b) Balance Cumulative Redeemable Preference Shares of Rs. 91,300,000
stands prematurely redeemed against fresh Rupee Loan of an equivalent
amount from IDBI carrying interest @ 12.5% p.a. to be repayable in 24
quarterly installments commencing from July 01, 2005 and ending on
April 01, 2011.
5. LEASES:
The Gas plant taken on lease during the financial year 1999-2000 has
been treated as operating lease. The particulars are as follows :-
a) The total of future minimum lease payments under non-cancelable
operating leases for each of the following periods are:
i) Not later than one year Rs. 30 lacs
ii) Later than one year and not later than five years: Rs. 95 lacs
b) Lease payments recognised in the statement of profit and loss for
the period, with separate amounts for minimum lease payments Rs. 30
lacs
c) The lease rent is charged to gas account in the Profit & Loss
Account.
d) Renewal of the lease arrangement can be done for not exceeding 5
years at one time after expiry of the current agreement. However,
there is no purchase option and escalation clause.
6. Dividend on 6% Cumulative Redeemable Preference Shares includes
Rs.2.09 lacs (previous year Rs 14.45 lacs) towards dividend tax for the
financial year 2002-2003 as agreed by the Company.
7. The Company has set up a manufacturing facility at Uttranchal.
Pre-operative expenses incurred on the project has been capitalized in
plant & machinery and building in the ratio of direct cost of
respective assets on start of commercial production w.e.f. 01.04.2004.
Mar 31, 2004
1. Sundry Creditors for goods includes Rs. 37.54 lacs (previous year
Rs.62.85 lacs payable to Small Scale Industrial Undertakings (SSIs) to
the extent such parties have been identified from the available
documents/information. There are no SSI unit the balance of which are
outstanding for more than 30 days.
2. Interest on term loan includes Rs. 109 lacs towards pre-payment
Premium paid to IDBI.
3. Secured Loans installments falling due within next 12 months Rs.
1733.91 lacs (Previous Year Rs. 906.87 lacs)
4. LEASES:
The Gas plant taken on lease during the financial year 1999-2000 has
been treated as operating lease. The particulars are as follows:-
a) The total of future minimum lease payments under non-cancelable
operating leases for each of the following periods are:
i) Not later than one year Rs. 30 lacs
ii) Later than one year and not later than five years: Rs. 120 lacs
iii) Later than five years ; Rs. 5 lacs
b) Lease payments recognised in the statement of profit and loss for
the period, with separate amounts for minimum lease payments. Rs. 30
lacs
c) The lease rent is charged to gas account in the Profit & Loss
Account.
d) Renewal of the lease arrangement can be done for not exceeding 5
years at one time after expiry of the current agreement. However,
there is no purchase option and escalation clause.
5. Dividend on 6% Cumulative Redeemable Preference Shares includes
Rs.14.45 lacs towards dividend tax for the financial year 2002-2003 as
agreed by the Company.
6. The Company has set up a manufacturing facility at Uttaranchal. The
commercial production could not commence during the year, due to
technical problems. Hence expenses incurred on setting up a new
production facility (including trial run) are pending for
capitalization.
7. Deferred Tax Liabilities/(Assets)
The break up of the net deferred tax liability as on 31st March, 2004
is as under: (Rs. in 000)
PARTICULARS 31.03.2004 31.03.2003
Deferred Tax liability
Timing difference on account of
depreciation difference as per 135,629 161,934
books & as per Income Tax Act
TOTAL 135,629 161,934
Deferred Tax Assets
On account of Disallowance u/s 43B 1,283 803
TOTAL 1,283 803
Net Deferred Tax liabilities 134,346 161,131
Net Deferred Tax Liabilities/(Assets)
for the year (26,785) (14,553)
8. Segment Reporting: Company operates into single business segment,
namely Electrical Lamps.
9. Earning Per Share (EPS) (Rs. in 000)
PARTICULARS Current Year Previous Year
(a) Net profit after tax available
for equity share holders 84,160 68,851
(b) Weighted average number of shares 23,849 25,133
(c) Basic/Diluted Earning per share (Rs.) 3.53 2.74
(Nominal value Rs. 10/- per share)
11. Contingent liabilities not provided for in respect of:
(Rs. in000)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantee 1,253 4,457
b) Unexpired letters of credit 90,151 -
c) Cheques/bills discounted with banks 43,797 29,098
d) Suspension period wages under dispute 3,147 2,941
e) Disputed demand of Custom/Excise 12,894 19,080
f) Disputed demand of income tax 2,776 -
g) Outstanding Commitment of
capital contracts (Net of advance) 25,026 1,800
h) Trade Tax/Sale Tax demand under appeal 257 141
12. Managerial Remuneration* (Rs. in 000)
PARTICULARS Current Year Previous Year
a) Managerial Remuneration u/s 198
of Companies Act, 1956
(included under various heads of
accounts of Profit & Loss account)
Salary 8,840 7,740
Perquisites 289 240
Contribution to Provident Fund 620 553
Commission 1,443 1,102
11,192 9,635
Directors Sitting Fees 58 38
TOTAL 11,250 9,673
Note: Provision for contribution to employee benefits which are based
on acturial valuation done on an overall Company basis are excluded
above.
* Computation of net profits in accordance with Section 198 of the
Companies Act, 1956 and the commission payable to directors.
(Rs. in 000)
PARTICULARS 31.03.2004 31.03.2003
Net profit before tax 133,386 101,686
Add: Directors Remuneration 9,749 8,533
Directors Sitting Fees 58 38
Bad debts w\off 1,080 -
Net Profit as per Section 198 of
the Companies Act, 1956 144,273 110,257
Commission payable to Chairman cum
Managing Director @ 1% of the net profit 1,443 1,102
13. Auditors Remuneration: (Rs. in 000)
PARTICULARS Current Year Previous Year
i) Statutory Auditor
a) As Auditors 378 126
b) Other Capacity
- Tax Audit 54 32
- Certification & other matters 97 15
- Out of Pocket Expenses 10 3
ii) Cost Auditor fee 28 23
14. Previous year figures have been regrouped/rearranged wherever
considered necessary.
Mar 31, 2003
Includes 9,100,000 Equity Shares of Rs. 10/- each allotted in terms of
the Scheme of Amalgamation. Further, 4,900,000 Equity Shares of Rs.
10/- each allotted in terms of Scheme of Amalgamation have been
converted into Redeemable Preference Shares of equivalent value.
1,349,300 equity shares of Rs. 10/- each issued to IDBI during the year
towards restructuring of loan. "Refer Note No.2 in Schedule 20.
(i) Term Loan is secured by way of charge on all the movable and
immovable properties, both present & future, (subject to charges
created/to be created in favour of the Company's bankers by way of
security against borrowing for working capital requirements in the
ordinary course of business).
The loans are further guaranteed by Mr. B.K.Gupta & Mr. H.R. Gupta in
their personal capacity.
(ii) Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods, Stores & Spares other consumables and book debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with Consortium Banks. The loans are further
guaranteed by Mr.B.K. Gupta, Mr.H.R. Gupta & Mr. A.K. Agarwal in their
personal capacity.
NOTES TO ACCOUNTS
1. Sundry creditors for goods includes Rs.6,285,112/-(previous year
Rs.172,737/-) payable to Small Scale Industrial Undertakings (SSI's) to
the extent such parties have been identified from the available
documents / information.There are no SSI unit the balance of which are
outstanding for more than 30 days.
2. A) As per the Schemes of Arrangement of Share Capital u/s 391 of
the Companies Act, 1956, approved by Hon'ble Allahabad High Court:-
i) The Company had converted its 13,160,000 equity shares efface value
of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316,000
Redeemable Preference Shares of Rs. 100/- each aggregating to Rs.
131,600,000. These Redeemable Preference Shares will not carry any
dividend right. Out of this 766,000 redeemable preference shares will
be redeemed at par after 31st March.2007 and 550,000 redeemable
preference shares will be redeemed at par after 1st April, 2012 on such
date as board of directors may determine, after Preference Shares held
by IDBI are redeemed in full and their liabilities have been
discharged.
ii) With effect from 1st April, 2001, the existing 2,000,000 15%
Cumulative Redeemable Preference Shares of Rs.100/- each held by IDBI
stands varied as follows:-
a) Coupon rate of Cumulative Redeemable Preference Shares of Rs.
108,700,000 representing earlier funding of interest stands reduced
from 15% to 6% per annum to be redeemed in 28 quarterly installments
commencing from 1st July, 2005.
b) Balance Cumulative Redeemable Preference Shares of Rs.91,300,000
stands prematurely redeemed against fresh Rupee Loan of an equivalent
amount from IDBI carrying interest @ 12.5% p.a. to be repayable in 24
quarterly installments commencing from July 01, 2005 and ending on
April 01, 2011.
c) As per the restructuring arrangement approved by IDBI, the Company
was to issue 1,349,300 equity shares of Rs. 10/- each fully paid-up for
a sum of Rs.13,493,000/- being compensation towards sacrifices made by
IDBI towards their future earning. The Company has charged the
remaining amount Rs. 12,143,700/- to the profit & loss account as
against earlier policy of charging the same over a period of loan:-
3. Secured Loans installments falling due within next 12 months :- Rs.
906.87 lacs (Previous Year Rs. 981.78 lacs)
4. LEASES
The Gas plant taken on lease during the financial year 1999-2000 has
been treated as operating lease. The particulars are as follows :-
a) The total of future minimum lease payments under non-cancellable
operating leases for each of the following periods are:
i) Not later than one year Rs. 3,000,000
ii) Later than one year and not later than five years; Rs. 12,000,000
iii) Later than five years; Rs. 3,500,000
b) Lease payments recognised in the statement of profit and loss for
the period, with separate amounts for minimum lease payments Rs.
3,000,000
c) The lease rent is charged to gas account in the Profit & Loss
account;
d) Renewal of the lease arrangement can be done for not exceeding 5
years at one time after expiry of the current agreement. However, there
is no purchase option and escalation clause.
Consequent to the Accounting Standard interpretation 3 issued by the
Institute of Chartered Accountants of India in connection with the
Accounting Standard(AS-22) on "Accounting for taxes on Income". The
Company computed the deferred tax liability of Rs. 1611.31 lacs as at
31st March, 2003 and adjusted the same against the Reserves and
Surplus.
6. SEGMENT REPORTING
Company operates into single business segment, namely electrical lamps.
12. Previous year figures have been regrouped/rearranged wherever
considered necessary.
Mar 31, 2002
Secured Loans:
(i) Term Loan is secured by way of charge on all the movable and
immovable properties, both present & future, (subject to charges
created/to be created in favour of the Companys bankers by way of
security against borrowing for working capital requirements in the
ordinary course of business). The loans are further guaranteed by Mr.
B. K. Gupta & Mr. H. R. Gupta in their personal capacity.
(ii) Working Capital loans from Schduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods. Stores & Spares, other consumables and Book Debts of the Company
both present and future and by way of second charge on Fixed Assets or,
pari-passu basis with consortium banks. The loans are further
guaranteed by Mr. B. K. Gupta, Mr. H. R. Gupta & Mr. A. K. Agarwal in
their personal capacity
Other Notes:
1. Sundry Creditors for goods includes Rs. 173,000/- payable to small
scale industrial undertakings (SSIs) to the extent such parties have
been identified from the available documents/information. There are
no SSI unit, the balance of which are outstanding for more than 30
days.
2. A) As per the Scheme of Arrangements of Share Capital u/s 391 of
the Companies Act, 1956, approved by Honble Allahabad High Court.
i) The Company had converted its 13.160,000 Equity Shares of face value
of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316.000
Redeemable Preference Shares of Rs. 100/- each aggregating to Rs.
131,600,000. These Redeemable Preference Shares will not carry any
dividend right. Out of this 766,000 Redeemable Preference Shares will
be redeemed at par after 31st March, 2007 and 550,000 Redeemable
Preference Shares will be redeemed at par after 1st April, 2012 on
such date as board of directors may determine, after Preference Shares
held by IDBI have been redeemed in full and their liabilities have been
discharged.
ii) With effect from 1st April, 2001, the existing 2,000,00015%
Cumulative Redeemable Preference Shares of Rs. 100/- each held by IDBI
stands varied as follows:-
a) Coupon rate of Cumulative Redeemable Preference Shares of Rs.
108,700,000 representing earlier funding of interest stands reduced
from 15% to 6% per annum to be redeemed in 28 quarterly installments
commencing from 1st July 2005.
b) Balance Cumulative Redeemable Preference Shares of Rs. 91,300,000
stands prematurely redeemed against fresh Rupee Loan of an equivalent
amount from IDBI carrying interest @ 12.5% p. a. to be repayable in 24
quarterly installments commencing from July 01, 2005 and ending on
April 01, 2011. B) As per the restructuring arrangement approved by
IDBI the Company is to issue 1,349,300 equity shares of Rs. 10/- each
fully paid-up for a sum of Rs. 13,493,000/- being compensation towards
sacrifices made by IDBI towards their future earning. The same are
being charged to profit & loss account over a period of loan.
3. Deferred Tax: In view of tax exemption availed by the Company
under section 10A of the income Tax Act deferred tax is not applicable
to the Company.
4. Contingent liabilities not provided for in respect of:_
(Rs. in 000)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantee 285 832
b) Unexpired letters of credit 28,806 204
c) Cheques/bills discounted with banks 12,033 23,780
d) Suspension period wages under dispute 2,638 2,319
e) Disputed demand of Custom/Excise 19,080 16,984
f) Outstanding Commitment of capital
contracts (Net of adwice) 11,093 12,841
g) Trade Tax/SaleTax demand under appeal 141 107
5. Previous year figures have been regrouped/rearranged wherever
considered necessary.
Mar 31, 2001
SECURED LOANS
(i) Term Loan is secured by way of charge on all the movable and
immovable properties, both present & future, (subject to charges
created/to be created in favour of the Company's bankers by way of
security against borrowing for working capital requirements in the
ordinary course of business).The loans are further guaranteed by Mr.
B.K. Qupta & Mr. H.R. Gupta in their personal capacity.
(ii) Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods, Stores & Spares, other consumables and book debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with consortium banks.The loans are further guaranteed
by Mr. H.R. Gupta & Mr. A.K.Agarwal in their personal capacity.
OTHER NOTES
1. Sundry Creditors for goods includes Rs. 99,772.00 payable to Small
scale industrial undertakings (SSI's) to the extent such parties have
been identified from the available documents/information. There are no
SSI unit to whom the Company owes sums exceeding Rs. 1.00 Lac each and
which are outstanding for more than 30 days.
2. The net impact of exchange fluctuation during the year on profit &
loss account amounts to Rs. 95.50 lacs (Rs. 63.24 lacs).
3. A sum of Rs. 889,497 on account of share application money has
become due, to be transferred to the designated account. Since the
Goverment has not yet notified the relevant account, the same could not
be transferred to the requisite account.
4. During the year the Company has paid interim dividend to IDBI on
15% Cumulative Redeemable Preference Shares of Rs. 20 crores at a
discounted value of Rs. 28,347,313 in full discharge of the dividend
obligation for the financial year 2000-2001 subject to approval of the
share holders of the Company in the Annual General Meeting.
5. A) 15% Cumulative Redeemable Preference Share of Rs. 100/- each
issued to IDBI on conversion of Rupee Loan redeemable at par as 20%,
30%, 50% in the financial year ended 2005, 2006 & 2007 respectively
with a put and call option after 31/03/2001.
B) As per the Scheme of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956, approved by Hon'ble Allahabad High Court vide its
order dated 9th February 2000:-
(i) The Company was to re-purchase its 21.00 lacs equity shares of Rs.
10/- each from PICUP for a sum of Rs. 438.90 lacs during the financial
year ended 31st March, 2001. However, the Company has repurchased 2.40
lacs shares for Rs. 50.16 lacs only. Had the shares been repurchased in
full, the paid-up capital and reserves would have been reduced by Rs.
210 lacs and Rs. 228.90 lacs respectively.
(ii) The Company had converted its 7,660,000 equity shares of face
value of Rs. 10/- each aggregating to Rs. 766 lacs into 766,000
Redeemable Preference shares of Rs. 100/- each aggregating to Rs. 766
lacs during 1999-2000. These Redeemable Preference Shares will not
carry any dividend right. The same will be redeemed at par after 31st
March, 2007 on such date as Board of Directors may determine, after
Preference Shares held by IDBI have been redeemed in full and their
liabilities have been discharged.
6. Contingent liabilities not provided for in respect of :
(Rs. in Lacs)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantee 8.32 8.32
b) Unexpired letters of credit 2.04 21.16
c) Cheques/Bills discounted with
banks 237.80 612.76
d) Suspension period wages under
dispute 23.19 20.00
e) Disputed demand of Custom/Excise 169.84 75.01
f) Outstanding Commitment of Capital
Contracts (Net of advance) 128.41 28.28
g) Trade Tax/Sale Tax demand under appeal 1.07 1.34
7. Previous period figures haw been regrouped and/or re-arranged
wherever considered necessary Figures have been rounded off to the
nearest rupee.
8. Miscellaneous expenses during the year under schedule 17 includes
Rs. 58.374/- for balance written back and Rs. 60,424/- balance written
off during the previous year.
Mar 31, 2000
(i) Term Loan is secured by way of charge on all the movable and immovable
properties, both present & future, (subject to charges created/ to be
created in favour of the Company's bankers by way of security against
borrowing for working capital requirements in the ordinary course of
business). The loans are further guaranteed by Mr. B.K. Gupta and Mr.
H.R. Gupta in their personal capacity.
(ii) Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods, Stores & Spares, other consumables and book-debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with consortium banks. The loans are further
guaranteed by Managing Director and a Director of the Company in their
personal capacity.
(iii) Deferred liabilities are secured by certain specified assets
(including assets amounting to Rs. 204.16 lacs acquired under Hire
Purchase Scheme).
1. Contingent liabilities not provided for in respect of: (Rs. in lacs)
PARTICULARS Current Year Previous Year
a) Unexpired Bank guarantee 8.32 8.32
b) Unexpired letters of credit 21.16 111.25
c) Cheques/bills discounted with banks 612.76 767.84
d) Income Tax/Wealth Tax demand
under appeal 0.37 16.68
e) Suspension period wages under dispute 20.00 20.45
f) Disputed demand of Custom/Excise 75.01 235.12
g) Outstanding Commitment of Capital
Contracts 28.28 -
h) Trade Tax/Sale Tax demand under appeal 1.34 -
2. A) 15% Cumulative Redeemable Preference Shares issued to IDBI on
conversion of Rupee Loan redeemable at par as 20%, 30%, 50% in the year
ended 2005, 2006 & 2007 respectively with a put and call option after
31/03/2001.
B) As per the Scheme of Arrangement of Share Capital u/s 391 of the
Companies Act, 1956, approved by Hon'ble Allahabad High Court vide its
order dated 9th February, 2000 (i)The Company is to re-purchase its
53.40 lac equity shares of Rs. 10/- each from PICUP for a sum of Rs.
1130.62 lacs over a period of three years. As per the schedule, the
Company has re-purchased 11 lacs equity shares at a price of Rs. 19.50
per share. Consequently its paid-up equity share capital stands
reduced by Rs. 110 lacs (ii) the Company has converted its 7,660,000
equity shares of face value of Rs. 10/- each aggregating to Rs. 766
lacs into 766,000 Redeemable Preference shares of Rs. 100/- each
aggregating to Rs. 766 lacs. These Redeemable Preference Shares will
not carry any dividend right. The same will be redeemed at par after
31st March, 2007 on such date as board of directors may determine,
after Preference Shares held by IDBI have been redeemed in full and
their liabilities have been discharged.
Mar 31, 1999
1. Notes on Secured Loans :
(i) Term Loan is secured by way of charge on all the movable and
immovable properties, both present & future, (subject to charges
created/to be created in favour of the Company's bankers by way of
security against borrowing for working capital requirements in the
ordinary course of business). The loans are further guaranteed by the
Mg. Director & Jt. Mg. Director in their personal capacity.
(ii) Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods, Stores & Spares, other consumables and book debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with consortium banks. The loans are further
guaranteed by Mg. Director, Jt. Mg. Director and a Director of the
Company in their personal capacity
(iii) Deferred liabilities are secured by certain specified assets
(including assets amounting to Rs. 293.04 lacs acquired under Hire
Purchase Scheme).
2. Contingent liabilities not provided for in respect of
(Rs. in Lacs)
PARTICULARS Current Year Previous Period
a) Unexpired Bank guarantee 8.32 12.37
b) Unexpired letters of credit 111.25 65.05
c) Cheques/bills discounted with banks 767.54 929.25
d) Income Tax/Wealth Tax
demand under appeal 16.68 67.05
e) Suspension period wages
under dispute 20.45 18.99
f) Disputed demand of
Custom/Excise 235.12 244.92
3. Current year figures are not comparable with previous period as
previous period comprises 9 months.
4. Exchange variation amounting to Rs. 875.43 lacs as on 31-03-99 on
foreign currency loan shall be considered at the time of actual payment
due to unstable fluctuation in the exchange rates.
Mar 31, 1998
1. Secured Loan:
i. Term Loan from IDBI, Canara Bank, Corporation Bank is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business) ranking pari-passu. The loans are further guaranteed by the Mg. Director & Jt. Mg. Director in their personal capacity.
ii. Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares, other consumables and book debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with consortium banks. The loans are further guaranteed by Mg. Director and a Director of the Company in their personal capacity.
iii. Deferred liabilities are secured by certain specified assets.
Jun 30, 1997
1. NOTES TO SECURED LOANS:
a. Term Loan is secured by way of equitable mortgage and charge on all
the movable and immovable properties, both present & future, (subject
to prior charges, created/to be created In favour of the Company's
bankers by way of security for borrowing for working capital
requirements in the ordinary course of business) ranking pari-passu,
The loans are further guaranteed by the Mg. Director & Jt. Mg. Director
in their personal capacity.
b. Working Capital loans from Scheduled Banks are secured by way of
hypothecation of stock of Raw Material, Work in Progress, Finished
Goods,Stores & Spares, other consumables and book debts of the Company
both present and future and by way of second charge on fixed assets on
pari-passu basis with consortium banks. The loans are further guaranteed by Mg. Director and a Director of the Company in their personal capacity.
c. Deferred liabilities are secured by certain specified assets.
2.a. In terms of Scheme of Amalgamation dated 16.05.97 approved by the
Hon'ble High court of Allahabad, Phoenix Electric (India) Limited
(PEIL) stands amalgamated with the Company w.e.f. 1st April, 1996.
Pursuant to the said scheme, the Company has taken over all the assets,
liabilities and obligations of the Amalgamating Company at their book
value except for adjustment of Rs 54.70 lacs from credit balance in
Profit & Loss Account of PEIL on account of extinguishment of one of
the value of the asset taken over.
2.b. Previous year's figures are not comparable with the current year's
figures, as current year's figures are for 15 months period and Include
figures of Amalgamating Company.
2.c. Opening balances, wherever appearing includes balances of erstwhile
Phoenix Electric (India) Ltd.
3. Expenses Incurred during extended trial run up to 30/6/97 amounting
to Rs. 1641.09 Lacs (excluding depreciation of Rs. 360.89 Lacs) charged
in earlier year have been capitalised on stabilisation of commercial
production. In view of the trial run no depreciation during the year
has been provided. Upto the previous accounting year ended 31/3/96
these expenses were treated as deferred revenue expenditure.
4. Exchange variation amounting to Rs. 66.10 lacs as on 30-6-97 on
foreign currency loan shall be considered at the time of actual payment
due to unstable fluctuation in the exchange rates.
Mar 31, 1996
Exchange variation amounting to Rs. 660 lacs as on 31-03-96
(as against Rs 918 lacs as on 31-03-95) on foreign currency
loan shall be considered at the time of actual payment due
to unstable fluctuation in the exchange rates.
Provision for interest on deferred interest and instalments
on an from IDBI has not been provided, pending
reschedulement.
Valuation of stock of Raw Material, Stores & Spares,
Consumables, Packing Materials have been made on FIFO basis
as against weighted average till previous year. Consequent
to this, the stock is higher by Rs 41.51 lacs.
Unclaimed share application money of Rs. 7,03,427/- lying
in refund account is pending reconciliation for want of
relevent information from the refund banker.
Mar 31, 1995
No Important Notes
Mar 31, 1994
Expenditure during construction period and trial run in respect of CFTL unit upto 31-03-1994 (1-04-1994 being the date of commercial production) has been allocated and capitalised on plant and machinery.
Mar 31, 1993
The interest on Fixed Deposits have been accounted for on accrual
basis as against cash basis till previous year. The impact of
such change on the profit & loss account is Rs 49,504 only.
The profit and loss account has been prepared for the period from
1st Feb. 93 (being the date of commercial production) to 31st
March, 1993. This being first year of operation of the company,
the figures for the previous year have not been furnished.