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Notes to Accounts of Shiva Cement Ltd.

Mar 31, 2015

1.1 Related party transaction

Details of related parties:

Description of relationship Names of related parties

Associates Shivom Minerals Ltd.

Key Management Personnel (KMP) Mr. R.P. Gupta

Mr.Akash Gupta

Relatives of KMP Smt Anubha Bhoir (Daughter of Managing Director)

Smt Shilpi Agarwal (Daughter of Managing Director)

Master Raghav Gupta (Son of Executive Director)

Master Rachit Gupta (Grandson of Managing Director)

Sri Jatin Bhoir (Husband of Daughter of Managing Director)

Company in which KMP / Relatives of KMP can exercise significant influence Unicon Merchants (p) Ltd. In which Mr. R.P.Gupta and

Mr. Akash Gupta are directors.

1.2 Balances of parties are subject confirmation & reconciliation and consequential adjustment, if any.

1.3 Self consumption of cement by the company for its expansion project and testing work has been provided at estimated cost as determined by the management.

1.4 Sales of products (Note No. 19) includes raw materials like slag, coal etc.

1.5 Value of imports on C.I.F basis is Nil ( P.Y Import of Capital goods Rs. Nil)

1.6 Number of Employees who were in receipt of or entitled to receive emoluments including benefits aggregating to Rs.60.00 Lakhs or more per annum if employed for full year or Rs.5.00 Lakhs per month or more if employed for part of the year - NONE. (Previous year - None)

1.7 Sales of products includes traded goods in raw materials like slag, coal etc.

1.8 MAT credit entitlement of Rs. 415.98 Lakhs (Previous year Rs. 360.72 Lakhs) is treated as an asset which shall be adjusted against future income tax liability in coming years.


Mar 31, 2014

1. (a) Terms/rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs 2/- 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Terms/rights attached to 9% Non Cumulative Redeemable Preference Shares

The company has only one class of Preference Shares. These shares carry non cumulative dividend @ 9% These NCRP Shares are redeemable in four installments by 2014-15 (out of which 40% has been redeemed) with an option to the holders & the company to mutually alter and vary the terms of these NCRP''s before and after their allotment.

(C) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:

1,70,00,000 equity shares (Previous year-1,70,00,000 equity shares) out of the issued, subscribed and paid up share capital were alloted as bonus shares in the last five years.

* Note - Public deposits includes Rs.7.82 Lakhs (Previous year Rs.7.64 Lakhs) from related parties.

2. Details of Security and Terms of repayment of Loans are as under:

(a) The Term loan from Bank of Baroda is secured by the hypothecation of car Scorpio and personal guarantee of Directors (Mr. R.P.Gupta and Mr. Akash Gupta) as specified in the loan agreement executed on 15-11-2011. The loan is repayable in 48 monthly installments of Rs.0.24 Lakhs each. It carries floating rate of interest @ 12.5%. The period of maturity as on Balance Sheet date is 1 years 8 months.

(b) The Term Loan from ICICI Bank Ltd carries interest @ 13.25% (floating) p.a. The loan is repayable in 23 EMI of Rs. 1.34 Lakh along with interest, from Oct, 2013. The loan is secured by first & exclusive charge on Vehicles, personal guarantees of directors and corporate guarantee of Unicon Merchants (P) Ltd as per agreement dated 24/09/2013. The period of maturity as on Balance Sheet date is 17 months.

(c) The Term loan from Tata Capital Financial Services Ltd. are :

Term Loan-1 from Tata Capital Financial Services Ltd. carries interest @ 15.5% (floating) p.a. The loan is repayable in 16 quarterly installments (15 installments of Rs. 6.83 Lakhs and 1 installment of Rs 6.83 Lakhs) along with interest, from July, 2013. The loan is secured by first & exclusive charge on machineries/equipments purchased/to be purchased out of the funds of term loan sanctioned, personal guarantees of directors and corporate guarantee of Unicon Merchants (P) Ltd as per agreement dated 11/09/2012. The period of maturity as on Balance Sheet date is 3 years 15 days.

Term Loan-2 from Tata Capital Financial Services Ltd carries interest @ 15.5% (floating) p.a. The loan is repayable in 16 quarterly installments (15 installments of Rs. 6.76 Lakhs and 1 installment of Rs 6.77 Lakhs) along with interest, from July, 2013. The loan is secured by first & exclusive charge on machineries/equipments purchased/to be purchased out of the funds of term loan sanctioned, personal guarantees of directors and corporate guarantee of Unicon Merchants (P) Ltd as per agreement dated 11/09/2012. The period of maturity as on Balance Sheet date is 3 years 15 days.

Term Loan-3 from Tata Capital Financial Services Ltd carries interest @ 15.5% (floating) p.a. The loan is repayable in 16 quarterly installments (15 installments of Rs. 3.04 Lakhs and 1 installment of Rs 3.04 Lakhs) along with interest, from July, 2013. The loan is secured by first & exclusive charge on machineries/equipments purchased/to be purchased out of the funds of term loan sanctioned, personal guarantees of directors and corporate guarantee of Unicon Merchants (P) Ltd as per agreement dated 11/09/2012. The period of maturity as on Balance Sheet date is 3 years 15 days.

Term Loan-4 from Tata Capital Financial Services Ltd carries interest @ 15.5% (floating) p.a. The loan is repayable in 16 quarterly installments (15 installments of Rs. 3.77 Lakhs and 1 installment of Rs 3.77) Lakhs along with interest, from July, 2013. The loan is secured by first & exclusive charge on machineries/equipments purchased/to be purchased out of the funds of term loan sanctioned, personal guarantees of directors and corporate guarantee of Unicon Merchants (P) Ltd as per agreement dated 11/09/2012. The period of maturity as on Balance Sheet date is 3 years 15 days.

(d) Term Loan from Religare Finvest Ltd carries interest @ 18 % p.a. The loan is repayable in 12 EMI of Rs 4.58 Lakhs along with interest, from 1st July, 2013 as per agreement dated 27/09/2013. The period of maturity as on Balance Sheet date is 3 months.

(e) Term Loan from Tata Capital Financial Services Ltd carries interest @ 18% p.a. The loan is repayable in 12 EMI of Rs.2.37 Lakhs along with interest, from Oct, 2013. The period of maturity as on Balance Sheet date is 6 months.

(f) Unsecured loans from bodies corporate carries interest @ 12% applicable from April 2014 and are repayable after 12 months.

31/03/2014

Particulars Period Demand Paid under Protest

3. Contingent liabilities not provided for

(i) Orissa Sales Tax

1995-96 47.25 8.00

1992-93 to 1995-96 999 4.35 1998-99 1.89 1.00

2003-04 57.84 27.50 2004-05 69.71 8.00

June’03 to Sept’03 1.44 - Central Sales Tax

1995-96 8.69 -

1998-99 0.27 0.08

2003-04 3.01 1.30

Entry Tax

1999-2000 0.58 0.20

2001-02 4.20 2.60

2002-03 148 040

2003-04 160 120

2004-05 1.27 0.35

2008-11 2.95 0.23

Income Tax (TDS)

2008-12 307.11 5.25

Total 519.26 60.46

31/03/2013

Particulars Period Demand Paid under Protest

(i) Orissa Sales Tax

1995-96 47.25 8.00

1992-93 to 1995-96 999 4.35 1998-99 1.89 1.00

2003-04 57.84 27.50 2004-05 69.71 8.00

June’03 to Sept’03 1.44 - Central Sales Tax

1995-96 8.69 -

1998-99 0.27 0.08

2003-04 3.01 1.30

Entry Tax

1999-2000 0.58 0.20

2001-02 4.20 2.60

2002-03 148 0.40

2003-04 160 120

2004-05 1.27 0.35

2008-11 2.95 0.23

Income Tax (TDS)

2008-12 - -

Total 212.15 55.21

31/03/2014 31/03/2013

(ii) Bank guarantees issued by the bank on behalf of the company 40.19 46.82

(iii) Commitments : 31/03/2014 31/03/2013

Estimated amount of contracts remaning to be executed on capital acoount and not provided for

Tangible Assets 147.50 145.00

Intengible Assets - -

4. Balances of parties are subject confirmation & reconciliation and consequential adjustment, if any.

5. Self consumption of cement by the company for its expansion project and testing work has been provided at estimated cost as determined by the management.

6. Sales of products (Note No. 19) includes raw materials Like slag, coal etc.

7. Value of imports on C.I.F basis is Nil ( P.Y Import of Capital goods Rs. Nil)

8. Number of Employees who were in receipt of or entitled to receive emoluments including benefits aggregating to Rs.60.00 lacs or more per annum if employed for full year or Rs.5.00 lacs per month or more if employed for part of the year - NONE. (Previous year - None)

9. Sales of products includes traded goods in raw materials Like slag, coal etc.

10. MAT credit entitlement of Rs. 360.73 lacs (Previous year Rs. 286.06 lacs is treated as an asset which shall be adjusted against future income tax liability in coming years).

11. The previous year figures have been re-worked, re-arranged, re-grouped, and re-classified, wherever considered necessary to conform to the current year figures.


Mar 31, 2013

31/03/2013 31/03/2012

Particulars Period Demand Paid under Demand Paid under Protest Protest

1.1 Contingent liabilities

(i) Orissa Sales Tax

1995-96 * 47.25 8.00 47.25 8.00

1992-93 to 1995-96 9B(3) 9.99 4.35 9.99 4.35

1998-99 1.89 1.00 1.89 1.00

2003-04 57.84 27.50 57.84 27. 50

2004-05 69.71 8.00 69.71 8.00

June 03 to Sept 03 1.44 0.00 1.44 0.00

2005-07 - - 8.60 2.07

Central Sales Tax

1996-96* 8.69 - 8.69 -

1998-99 0.27 0.08 0.27 0.08

2003-04 3.01 1.30 3.01 1.30

Entry Tax

1999-2000 0.58 0.20 0.58 0.20

2001-02 4.20 2.60 4.20 2.60

2002-03 1.48 0.40 1.48 0.40

2003-04 1.60 1.20 1.60 1.20

2004-05 1.27 0.35 1.27 0.35

2005-08 - - 0.30 0.12

2008-11 2.95 0.23 - -

Total 212.15 55.21 218.10 57.17

(ii) Contigent Liabilities not provided for : 31/03/2013 31/03/2012

Bank guarantees issued by on behalf of the company 46.82 46.82

(iii) Commitments : 31/03/2013 31/03/2012

Estimated amount of contracts remaining to be executed on capital account and not provided for ]Tangible Assets 145.00 122.50

Intangible Assets - -

Note: Related parties have been identified by the Management. 27.5. Balances of parties are subject confirmation & reconciliation and consequential adjustment, if any. 27.6. Own consumption of cement by the unit for its expansion and testing work has been provided at estimated cost as determined by the management.

1.2 Sales of product (Note No.20) includes raw material Like slag, coal etc.

1.3. Value of imports on C.I.F basis is Nil ( P.Y Import of Capital goods Rs. Nil )

1.4. Number of employees who were in receipt of or entitled to receive emoluments including benefits aggregating to Rs. 60.00 Lakhs or more per annum if employed for full year or Rs. 5.00 Lakhs per month or more if employed for part of the year - NONE.

1.5. Sales of product (Note No.19) includes raw material Like slag, coal etc.

1.6. MAT credit entitlement of Rs. 286.06 Lakhs (including earlier years Rs.207.59 Lakhs is treated as an asset which shall be adjusted against future income tax liability in coming years.


Mar 31, 2012

(i) (b) Terms/rights attached to 9% Non Cumulative Redeemable Preference Shares

The company has only one class of Preference Shares. These shares carry non cumulative dividend @ 9% These NCRP Shares are redeemable in four installments by 2014-15 with an option to the holders & the company to mutually alter and vary the terms of these NCRP's before and after their allotment.

(ii) Details of shares held by each shareholder holding more than 5% shares:

(iii) Shares reserved for issue

There were 50,00,000 Equity shares warrants outstanding as on the balance sheet date (Previous year 1,26,36,028 Equity shares warrants) issued at a price of Rs. 11/- each convertible into Equity shares of face value of Rs. 21- each at a premium of Rs.9/- per share (Refer Note 28.1).

(v) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:

1,65,00,000 equity shares (Previous year-1,57,36,397 equity shares) out of the issued .subscribed and up share capital were alloted as bonus shares in the last five years.

Security and Terms of repayment of Term Loans as under :

(a) Term loan from IDBI Bank carries interest @ 14.75% p.a. and is repayable in 14 quarterly installments (9 instalments of Rs. 70 lacs, 4 instalments of Rs. 90 lacs and one instalment of Rs. 91 lacs along with interest commencing from 01-06-2009. The loan is secured by first charge on movable and immovable assets of the company as per agreement dated 25 May, 2010. Further, the loan is also secured by personal guarantee of Mr. R. P Gupta, MD and Mr. Akash Gupta, ED of the company. The period of maturity as on Balance Sheet date is six months.

(b) Term Loan (FITL)from IPICOL Ltd carries interest 11% p.a. and repayable in 12 quarterly installments of Rs. 2.89 Lakhs each along with interest, from May, 2011. The loan is secured by hypothecation of Fixed assets of the company. The period of maturity as on Balance Sheet date is two years.

(c) Term loan from Bank of Baroda (Personal guarantee of Mr. R. P. Gupta MD and Mr. Akash Gupta ED provided) and is :

- Secured by the hypothecation of Maruti SX4 Car and as per loan agreement executed on 22-04-2009. The loan is repayable in 48 monthly instalments of Rs. 0.18 Lakhs each and carries floating rate of interest @ 12.75%. The period of maturity as on Balance Sheet date is 1 year 1 month.

- Secured by the hypothecation of Toyota Car as per the loan agreement executed on 03-02-2009.The loan is repayable in 48 monthly instalments of Rs.0.28 Lakhs each and carries floating rate of interest @ 12.75%. The period of maturity as on Balance Sheet date is 11 months.

-Secured by the hypothication of Mahindra Scorpio Car as per loan agreement executed on 15-11-2011. The loan is repayable in 48 monthly instalments of Rs.0.24 Lakhs each. It carries floating rate of interest@13%. The period of maturity as on balance sheet date is 3 years 8 months.

Notes:

(ii) (a) The working capital loan is secured by personal gurantee of Mr. R.P.Gupta, MD and Mr. Akash Gupta, ED of the company.

(ii) (b) Working capital loan from banks is secured against entire current assets including book debt of the company and second charge on the entire movable & immovable fixed assets of the company, as per agreement dated 13th Jan, 2012 , the loan is further secured by lien over Fixed deposits of Rs. 55 lacs and pledge of 5 lacs nos. of equity shares by the promoters and personal guarantee of Shri R.RGupta, MD and Shri Akash Gupta, ED. The working capital loan is repayable on demand and carries rate of interest of 16.25%.

-Trade payables as on 31-03-2012 includes amount aggregating to Rs.36.49 Lakhs due to small Scale Industries undertaking. Out of the above amount due to exceeds Rs. 1.0 Lakhs & outstanding for more than 30 days is Rs.3.51 Lakhs as listed below:-

Names : Proton Steels Ltd., Jagannath Plastic Packs Ltd

Disclosure of Trade Payables under current liabilities is based on the information available with the company/firm regarding the status of suppliers as defined under the Micro, Small & Medium Enterprises Development Act, 2006. Amount overdue as on 31st march,2012 to Micro & Small Enterprises on account if Principal Amount Rs. nill(Previous Year Rs.Nill) and interest Rs. Nill (Previous year Rs. Nill)

Note :

(i) Depreciation on Plant & Machinery, Elect.lnstallation/DG Set and Pollution Control Equipment has not been provided for 100 days of Kiln unit and 10 days on Cement plant on which respective units/items were not used due to operational shutdown of the respective units for maintenance / other purposes.

(ii) The land at Kalunga on which Factory has been built is taken on 90 years lease from Industrial Developments Corporation of Orissa. The land atTeleghana on which factory has been built is taken on 90 years lease from Orissa Industrial Infrastructure Development Corporation.

(iii) The Kalunga plant of the company was closed since 27th September, 2002, hence no depreciation is Provided.

2.1 Amount received against share warrants

The Board of Directors of the Company at their meeting held on 7 December, 2010 and as approved at its Extra Ordinary General Meeting held on 29 November, 2010 have alloted 1,10,36,028 warrants, convertible into 1,10,36,028 equity shares of Rs. 21- each at a premium of Rs. 9/- per share on preferential allotment basis, pursuant to Section 81(1 A) of the Companies Act, 1956, at a conversion price of Rs. 11/- per equity share of the Company, arrived at in accordance with the SEBI Guidelines in this regard to the promoters and the 25% application money amounting to Rs. 303.49 lakhs was received from them, out of which 60,36,028 equity shares warrants were converted into equity on 16th Sep, 2011. The balance 50,00,000 warrants may be converted into equivalent number of shares on payment of the balance amount at any time on or before 6th June, 2012. In the event the warrants are not converted into shares within the said period, the Company is eligible to forfeit the amounts received towards the warrants.

31/03/2012 31/03/2011

Particulars Period Demand Paid under Demand Paid under Protest Protest

2.2 Contingent liabilities

(i) Orissa Sales Tax

1995-96* 47.25 8.00 47.25 8.00

1992-93 to 1995-96 9B(3) 9.99 4.35 9.99 4.35

1998-99 1.89 1.00 1.89 1.00

2003-04 57.84 27.50 57.84 27.50

2004-05 69.71 8.00 69.71 8.00

June 03 to Sept 03 1.44 - 1.44 -

Central Sales Tax

1995-96* 8.69 - 8.69 -

1998-99 0.27 0.08 0.27 0.08

2003-04 3.01 1.130 3.01 1..30

Entry Tax

1999-2000 0.58 0.20 0.58 0.20

2001-02 4.20 2.60 4.20 2.60

2002-03 1.48 0.40 1.48 0.40

2003-04 1.60 1.20 1.60 1.20

2004-05 1.27 0.35 1.27 0.35

Apr'05to June'08 O.30 0.12 0.30 0.12

Orissa VAT Tax

Apr'05 to Mar'07 8.60 2.07 8.60 2.07

Total 218.10 57.17 218.10 57.17

* Total demand has been stayed by Hon'ble Odisha High Court. As per leagal opinion obtained by the Company the liability of the company shall be Nil.

(ii) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for

Tangible assets

2.3. Balances in personal accounts are subject to confirmation from parties concerned.

2.4. Own consumption of cement by the unit for its expansion and testing work has been provided at estimated cost as determined by the management.

2.5. Sale of products (Note No.20) include Rs.2901.44 lakhs traded goods, similarly cost of materials (Note No.22 (a) includes Rs.2297.04 lakhs traded goods.

2.6. MAT credit entitlement of Rs. 207.59 Lakhs (including earlier years Rs.146.85 Lakhs is treated as an asset which shall be adjusted against future income tax liability in coming years.

The Gratuity Liability as per Actuarial valuation is Rs. 74.44 lakhs as on 31/03/2012.

2.7. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

1. The Company is Cement manufacturing Company dealing in Cement and allied products. All activities of the company revolve around main business. As such there are no reportable segments as defined by Accounting Standard(AS)- 17 (Segment Reporting) issued by the Institute of Chartered Accountants of India.

2. The Company has made preferential Issue of 110.36 lakh Equity Share Warrants of Rs.2/- each at a premium of Rs.9/- per warrant to Promoters Group and has received Rs.303.49 Lakhs towards application money.

3. The Company has made provision for Gratuity during the year. However Acturial valuation Certificate for the same has not been obtained. Gratuity Provision of Rs. 86.05 Lacs is shown under Unsecured Loans being Long term Liability.

4. The present value of obligation is determined based on valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measurement each unit separately to build up the final obligation.

5. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 387.00 Lacs (Previous year - Rs. 375.00 Lacs).

6. MAT Credit Entitlement of Rs. 146.85 Lacs (including earlier years Rs. 79.53 Lacs) is treated as an asset which shall be adjusted against future income tax liability in coming years.

7. Balances in personal accounts are subject to confirmation from parties concerned.

8. The land at Kalunga on which Factory has been built is taken on 99 years lease from Industrial Developments Corporation of Odisha. The land at Teleghana on which factory has been built is taken on 90 years lease from Orissa Industrial Infrastructure Development Corporation.

9. The Kalunga plant of the company was closed since 27th September, 2002.

10. Previous years figure have been re-arranged, re-grouped, re-worked & re-classified wherever considered necessary.

11. Related party disclosure as required by Accounting Standard (AS)-18 "Related Party Disclosure" issued by the Institute of Chartered Accountants of India are given below :-

(a) Particulars of Associated Companies Shivom Minerals Limited

(b) Key Management Personnel

Sri R P. Gupta Managing Director

Sri Akash Gupta Executive Director

Sri B. K. Mangaraj Director (Works)

(c) Relatives of Key Management Personnel

Name of related Party Nature of relationship

Anubha Bhoir Daughter of Managing Director

Raghav Gupta Son of Executive Director Shilpi Agarwal Daughter of Managing Director

12. Contingent Liabilities for:

Particulars Period Demand Paid under Protest

Orissa Sales Tax 1995-96* 47.25 8.00

1992-93 to 1995-96 9B (3) 9.98 4.35

1998-99 1.89 1.00

2003-04 57.84 27.50

2004-05 69.71 8.00

June03 to Sept03 1.44 -

Central Sales Tax 1995-96* 8.69 -

1998-99 0.27 0.08

2003-04 3.01 1.30

Entry Tax 1999-2000 0.57 0.20

2001-02 4.20 2.60

2002-03 1.48 0.40

2003-04 1.60 1.20

2004-05 1.27 0.35

Apr05 to June08 0.30 0.12

Orissa VAT Tax Apr05 to Mart07 8.60 2.07

Total 218.10 57.17

* Total Demand has been stayed by Honble Orissa High Court. As per legal opinion obtained by the Company, the liability of the Company shall be NIL.

13. Own consumption of cement by the unit for its expansion and testing work has been provided at estimated cost as determined by the management.

14. Sundry Creditors for the year ended 31/03/2011 includes amount aggregating to Rs. 38.74 Lacs due to Small Scale Industrial undertaking. Out of the above amount due exceeding Rs. 1.00 Lacs and outstanding for more than 30 days is Rs. 14.84 Lacs as listed below :-

Names : Proton Steels Ltd., Mittal Polypacks Pvt. Ltd.

Disclosure of Sundry Creditors under Current Liabilities is based on the information available with the Company/firm regarding the status of suppliers as defined under the Micro, Small & Medium Enterprises Development Act, 2006. Amount overdue as on 31st March 2011 to Micro and Small Enterprises on account of Principal Amount Rs. NIL (Previous year Rs.NIL) and Interest Rs.NIL (Previous year Rs.NIL).

 
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