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Notes to Accounts of Techno Electric & Engineering Company Ltd.

Mar 31, 2016

NOTE 1. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO THE SHARES

The equity shares of the Company of nominal value of Rs. 2 per share rank pari passu in all respects including voting rights and entitlement to dividend and repayment of share capital.

NOTE 2. The previous year''s figures have been regrouped, rearranged and re-classified to confirm to the current year''s classification.


Mar 31, 2015

1 Rights, Preferences and Restrictions attached to the Shares

The equity shares of the Company of nominal value of Rs.2 per share rank pari passu in all respects including voting rights and entitlement to dividend and repayment of share capital.

2 Related Party Transactions

A. List of related parties and nature of relationships, where control exists :

S.No. Name of the party Nature of relationship

1 Simran Wind Project Limited Subsidiary Company

2 Patran Transmission Company Limited (w.e.f. 13/11/2013) Subsidiary Company

3 Techno Power Grid Company Limited Subsidiary Company

4 Techno Infra Developers Private Limited Subsidiary Company

5 Mr. Padam Prakash Gupta Key Managerial Personnel

6 Mr. Ankit Saraiya Relative of Key Managerial Personnel

7 Ms Avantika Gupta Relative of Key Managerial Personnel

B. Disclosure of significant transactions with related parties and the status of outstanding balances as on March 31, 2015:

3 The previous year''s figures have been regrouped, rearranged and re-classified to conform to the current year''s classification.


Mar 31, 2013

NOTE 1

There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant clauses of New Schedule VI as inserted to Companies Act by the Notification No.S.0.447(E), Dated.28-2-201 1 (As amended by Notification No.F.N0.2/6/2008-CL-V, Dated 30-3-201 1).

The previous year''s figures have been regrouped, rearranged and re-classified to conform to the current year''s classification.


Mar 31, 2012

Note: 1a. Rights, Preferences and Restrictions attached to the Shares:

The equity shares of the Company of nominal value of Rs 2 per share rank pari passu in all respects including voting rights and entitlement to dividend.

a) Fixed deposit receipts of Rs 798.45 Lakhs (Previous Year Rs 740.79 Lakhs) are lodged with the Bankers of the Company as margin against Bank Guarantees issued /to be issued in favour of the Company.

b) Fixed deposit receipts of Rs 0.65 Lakhs (Previous Year Rs 29.65 Lakhs) are lodged with Sales tax authorities as Security/ Registration Deposits.

Note: 1. Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances Rs 56.00 Lakhs (Previous year Rs Nil).

Note: 2. CONTINGENT LIABILITIES (Rs.in Lakhs)

Year ended Year ended

March 31, 2012 March 31, 2011

Corporate Guarantee issued for Loans obtained by subsidiary company 2,181.82 5,090.84

Note: 3. There is no other information apart from the information already disclosed above required to be disclosed pursuant to the relevant clauses of new Schedule VI as inserted to Companies Act, 1956 by the Notification No.S.O.447(E), Dated 28-2-201 1 (As amended by Notification No.F.NO.2/6/2008-CL-V, Dated 30-3-2011).

Note: 4. Consequent to the notification of revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per revised Schedule VI. Accordingly, the previous year's figures have also been regrouped, rearranged and re-classified to conform to the current year's classification. The adoption of revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

1. Contingent Liabilities not provided for in respect of :

Corporate Guarantee issued for loans obtained by a subsidiary company Rs. 5,090.91 Lakhs (Previous Year Rs. 8,000.00 Lakhs)

2. Materials and Stores purchased during the year include Stores Rs. 2,055.86 Lakhs (Previous Year Rs.1,317.48 Lakhs). The consumption of such materials included in outlay and contract work-in-progress have been taken by the Auditors as certified.

3. Interest paid includes Rs. 308.59 Lakhs (Previous Year Rs.135.61 Lakhs) on Debentures.

4. Interest paid includes Rs.1,083.22 Lakhs (Previous Year Rs. 836.17 Lakhs) on Term Loans.

i) Term Loan from DBS Bank Ltd. is secured by way of first charge on the fixed assets and current assets of the Energy (Power) Division of the Company ranking pari-pasu with other lenders.

ii) Term loan from IndusInd Bank Limited is secured by way of equitable mortgage of land and hypothecation of fixed assets and current assets of Energy (Power) Division, ranking pari-pasu with other lenders.

iii) FCNR Loan from Citi Bank is secured against hypothecation of Components, Raw-Materials, Work-in-Progress, Plant & Machinery, Book Debts ranking pari-pasu with other borrowings and personal guarantee of the Managing Director of the Company.

b) 500 Nos of 7.5 percent Non Convertible Debentures are secured by way of mortgage and creation of charge in favour of the trustees (IDBI Trusteeship Services Ltd) on the immovable properties and movable properties of Simran Wind Project Private Ltd., a wholly owned subsidiary company and a non-disposal undertaking executed in favour of the trustees on a pari-pasu basis with debenture-holders of Simran Wind Project Private Limited

The Debentures are redeemable at par in 11 equal quarterly instalments commencing from May 20, 2010 and the last date of payment is 20th November 2012

d) The Company also enjoys overdraft facilities with Scheduled Banks against hypothecation of Components, Raw-Materials, Work-in-Progress, Plant & Machinery, Book Debts ranking pari-pasu with other borrowings and personal guarantee of the Managing Director of the Company.

5. a) Unsecured Loan from a Bank amounting to Rs. 5,000.00 Lakhs is guaranteed by personal Guarantee of the Managing Director of the Company.

b) Other unsecured Loans of Rs. 7,500.00 Lakhs are obtained by issue of Commercial Papers.

6 a. Fixed Deposit Receipts of Rs. 740.79 Lakhs (previous Year Rs. 644.16 Lakhs) are lodged with the Bankers of the Company as Margin against Bank Guarantees Issued / to be issued in favour of the Company.

b. Fixed deposit receipts amounting to Rs. 29.65 Lakhs (previous Year Rs. 28.29 Lakhs)are lodged with a client / Sales Tax authorities as Security / Registration Deposits.

7. In the opinion of the management, diminutions in the value of certain Investments Rs.14.96 (Previous Year Rs.16.53 Lakhs) are temporary in nature and hence no provision has been made for the same.

8. a) Advances include Share Application Money of Rs. 4,900.00 Lakhs (Previous Year Nil) paid to subsidiary Company.

b) Loans and Advances include Loan of Rs. 3.50 Lakhs (Previous Year Nil) due from a subsidiary Company. Maximum amount due at any time during the year was Rs. 750.00 Lakhs (Previous Year Nil)

c) Advances include Rs. 0.21 Lakhs (previous year Nil) receivable from subsidiary Company. Maximum amount due at any time during the year was Rs. 600.00 Lakhs (Previous Year Nil)

9. To the extent identified from available information, there is no amount due to micro, small and medium size enterprises as on 31st March, 2011

During the previous year Commission was payable by virtue of his terms of appointment as Managing Director of erstwhile transferor company and calculated on the basis of profit of that year of the transferor company only and the said erstwhile Managing Director was not a Director of the Company as on March 31, 2010. The said expenses were included under the respective head of account.

19. Related Party disclosures under Accounting Standard 18 :

a) Name of the related party and nature of relationship:

2010-2011 2009-2010

Name Relationship Name Relationsship

Mr Padam Key Management Mr. Rajiv Key Management Prakash Gupta Personnel Agarwal Personnel Simran Wind Wholly owned Simran Wind Wholly owned Subsid Project Subsidiary Project iary Private Private Limited Limited Mr Ankit Relative Gupta of Key Management Personnel

20. Previous Year's figures have been re-grouped and re- arranged wherever considered necessary to confirm to current years classifications


Mar 31, 2010

A. Background:

Techno Electric & Engineering Company Limited (Formerly known as Super Wind Project Limited) ("the Company") was incorporated on October 26, 2005 to carry on in India and anywhere else in the World the business of and as an independent power project company and for the purpose to establish, develop, install, commission, acquire, operate and maintain non-conventional and renewable power projects.

The Company was converted into a public limited company on December 11, 2009 and consequently the word Private has been deleted from its name.

Pursuant to and as envisaged in the Scheme of Amalgamation, the name of the Company stands changed to "Techno Electric & Engineering Company Limited" and a fresh Certificate of Incorporation has been obtained on July 14, 2010.

Pursuant to Scheme of Amalgamation, the business of erstwhile Techno Electric & Engg. Co. Ltd. which was engaged in the business of engineering, procurement and construction (EPC) with its focus primarily on the Indian power Sector have been transferred to the Company and formed an integral part of the business of the Company.

1. Contingent Liabilities not provided for in respect of :

i) Letters of Credit outstanding Rs. 35,05,74,403.

ii) Corporate Guarantee issued for loans obtained by a subsidiary company Rs. 80,00,00,000.

2. Materials and Stores purchased during the year include Stores Rs. 13,17,48,067. The consumption of such materials included in outlay and contract work-in-progress have been taken by the Auditors as certified.

3. a) Interest paid includes Rs. 1,35,61,645 on Debentures and Rs. 8,36,16,983 on Term Loans.

b) Sundry Creditors include Rs. 39,04,109 & Rs. 22,32,328 being interest accrued but not due on debenture and term loan respectively.

4. The Deferred Tax Liabilities of Rs. 2,33,656 for the year has been recognised in the Profit and Loss Account.

5. Secured Loans

b) i) Term Loan from DBS Bank Ltd. is secured by way of first charge on the entire fixed assets of the EPC (Construction) Division, movable & immovable, present and future, ranking pari-pasu with existing charge holders and personal guarantee of the erstwhile Director of the transferor company.

ii) Term loan from IndusInd Bank Ltd. is secured by way of equitable mortgage of land and hypothecation of fixed assets and current assets of Energy (Power) Division, ranking pari-pasu with other lenders and corporate guarantee of the transferor company.

iii) Term loan from Rabo India Finance Ltd. is secured by first charge by way of hypothecation over all the movable properties and mortgage of all the immovable properties of Energy (Power) Division, ranking pari-pasu with the IndusInd Bank Ltd. and corporate guarantee of the transferor company.

b) 500 Debenture (7.5% Non-convertible of Rs. 10,00,000 each) 50,00,00,000

Debentures are secured by way of mortgage and creation of charge in favour of the trustees (IDBI Trusteeship Services Ltd.) on the immovable properties and movable properties of Simran Wind Project Private Ltd., a wholly owned subsidiary company and a non-disposal undertaking executed in favour of the trustees on a pari-pasu basis with debenture-holders of Simran Wind Project Private Ltd. The Debentures are redeemable at par in 11 equal quarterly installments commencing from May 20, 2010.

c) Vehicle Loan from Banks

Secured against hypothecation of specified vehicles 1,16,411

d) The Company also enjoys an overdraft facility with Scheduled Banks against hypothecation of Components, Raw-Materials, Work-in-Progress, Plant & Machinery, Book Debts ranking pari-pasu with other borrowings and personal guarantee of an erstwhile Director of the transferor company.

6. Disclosures in accordance with AS-14,"Accounting for Amalgamation":

(a) Particulars of the Scheme:

Pursuant to the Scheme of Amalgamation between the Company and Techno Electric & Engineering Co. Ltd. (the Transferor Company), as approved by the Honble High Court at Calcutta vide its Order dated May 6, 2010, the Transferor Company stands amalgamated with the Company with effect from April 1, 2009 (the appointed date). Consequently, all the properties, assets, rights and powers of the Transferor Company and all the debts, liabilities, duties and obligations of the Transferor Company including all rights, powers, interests, authorities, privileges, liberties and all properties and assets, movable or immovable, freehold or leasehold, real or personal, corporeal or incorporeal, in possession or reversion, present or contingent or whatsoever nature and wherever situate including all land, buildings, plant and machinery, office equipments, inventories, investments in shares, debentures, bonds and other securities, sundry debtors, cash and bank balances, loans and advances, leases and all other interests and rights in or arising out of such property together with all liberties, easements, advantages, exemptions, approvals, licenses, trade marks, patents, copyrights, import entitlements and other quotas, if any, held, applied for or as may be obtained hereafter by the Transferor Company or which the Transferor Company is entitled together with the benefit of all respective contracts and engagements and all respective books, papers, documents and records of the Transferor Company stand transferred to the Company.

(b) The effective date of the amalgamation was May 26, 2010 and the appointed date was April 1, 2009.

(c) The amalgamation has been accounted for under "Pooling of interest method" as prescribed by the Accounting Standard -14; Accounting for Amalgamation issued by the institute of Chartered Accountants of India, in accordance to which:

i) The assets and liabilities of the transferor company have been incorporated in Financial Statements of the Company at their carrying amounts.

ii) In terms of the said Scheme of Amalgamation, the shareholders holding 5,70,91,200 Equity Shares of Rs. 2 each fully paid up in the transferor company are to be allotted one new Equity Share of Rs. 2 each fully paid up of the transferee company for every Equity Share of Rs. 2 each fully paid up held by them in the transferor company. Accordingly 5,70,91,200 new Equity Shares were allotted to the shareholders at a Board of Directors meeting held on July 10, 2010

iii) An amount of Rs. 15,72,59,773 being the difference between the carrying amount of investments in Redeemable Preference Shares of the transferee company held as investments by the transferor company and that in the books of the transferee company under Preference Share Capital has been shown under Capital Reserve of the transferee company.

7. Fixed Deposit Receipts of Rs. 6,44,16,971 are lodged with the Bankers of the Company as Margin against Bank Guarantees Issued/ to be issued in favour of the Company.

8. In the opinion of the management, diminutions in the value of certain Investments Rs. 16,53,439 are temporary in nature and hence no provision has been made for the same.

9. Fixed deposit receipts amounting to Rs. 28,29,063 are lodged with a client / Sales Tax authorities as Security / Registration Deposits.

10. To the extent identified from available information, there is no amount due to micro, small and medium size enterprises as on March 31, 2010

11. Previous Years figures have been re-grouped and re-arranged wherever considered necessary.

Current years figures include the figures of the erstwhile Techno Electric & Engg Co. Ltd., (the transferor company) as per Scheme of Amalgamation and hence are not strictly comparable with those of previous year.



 
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