Mar 31, 2014
1. Company overview
Tecpro Systems Limited is an engineering company primarily engaged in
designing, engineering, manufacturing, supply, installation and
erection of material handling systems, power plants including balance
of plant packages in power sector.
2. (a) The Authorized Share Capital of the Company has been
reclassified and divided into 8,11,50,000 Equity Shares of Rs. 10 each
amounting to Rs. 81,15,00,000and 50,00,000 Preference Share of Rs, 100
each amounting to Rs.50,00,00,000 during the year.
(b) During the five years period ended 31 March 2014 Company has issued
equity shares for consideration other than cash as follows:-
1,65,26,291 equity shares of Rs. 10 issued during the year 2009-10 as
fully paid-up shares to shareholders of erstwhile Tecpro Ashtech
Limited and erstwhile Tecpro Power Systems Limited, pursuant to a
scheme of amalgamation, for consideration other than cash.
3. Nature of security
Working capital facility comprises cash credit, buyer''s credit, export
packing credit and bills discounted from banks.
* Working Capital facilities are secured by first charge on the present
and future current assets of the company on pari passu basis.
* Cash credit, short term loans and buyers credit from certain banks
are further primarily / collaterally secured by way of hypothecation /
mortagage of moveable / immoveable fixed assets of the Company on a
pari passu basis other than those specifically funded through term
loans and charged to State Bank of India and by way of equitable
mortgage over certain assets of certain directors (includes a relative
of a director) of the Company on pari passu basis.
* Packing Credit loan from DBS Bank is secured by second charge on the
current assets and moveable fixed assets of the Company.
* The facilities are also secured by personal guarantee of Mr. Amul
Gabrani (director), Mr. Ajay Kumar Bishnoi (director) and Mrs.
Bhagwanti Gabrani (relative of director, except for facility availed
from DBS Bank)
* Further, facilties from SBI are also secured by pledge of certain
shares by Mr. Amul Gabrani and Mr. Ajay Kumar Bishnoi (directors of the
Company) and the loan from SBI is also secured by corporate guarantee
given by Fusion Fittings (I) Limited.
4. (i) The Company has incurred a loss during the year and has had to
face a very tight liquidity position arising out of, among other
things, overall deceleration in the economy, lower industrial growth,
delayed decisions at various levels affecting the project progress.
With delayed recoveries from customers, the Company was unable to
service interest and ensure prompt repayment of principal amount due to
bankers. In the circumstances, the board of directors in its meeting
held on 28.12.2013 had decided to approach the banks through the
corporate debt restructuring (CDR) process for restructuring of the
Company''s debt. The CDR empowered group in its meeting held on March
29,2014 has admitted the Company''s proposal under the CDR which is
under consideration. The restructuring of debt under CDR supports the
continued assumption of going concern'' in drawing up the financial
statements and will ensure that the company meets its obligations as
and when it falls due.
(ii) The circumstances of tight liquidity detailed in (i) above has:
(a) Resulted in delays in project execution on account of funding
difficulty and increased costs due to stretched time frames. Certain
customers have therefore encashed Bank Guarantees of Rs.295,57,00,000
including performance guarantee of Rs. 117,27,55,000 for the
delays.These are however considered realizable based on continuous
steps / engagement with the customers for realisation of dues.
(b) Necessitated certain customers to make direct payments to Company''s
vendors to avoid delays in deliverables.The Company has initiated steps
to obtain confirmation of payment from such vendors for adjustment of
payments made by customers.
(iii) Recoverability of debts and Unbilled Revenue including Rs.
165,63,02,000 outstanding for a period of more than three years,debts
for additional supplies/work made upon request by customers outside of
the contract, debts from certain customers who have encashed bank
guarantees and Rs.39,42,68,165 recognized as interest income arising
from delayed payments made by certain customers (included in Note 22)
is considered realisable based on interactions with the customers and
negotiations/discussions.
(iv) An exercise of circularization of balances of
vendors/Creditors/Debtors and reconciliation of the balances with the
books of account has been initiated subsequent to the end of the year
and adjustments, if any, will be made upon completion of the said
exercise.
(v) In respect of certain contracts, there have been significant delays
in completion of the projects beyond the contracted dotes. This could
lead to levy of liquidated damages by the customers as per the terms of
contract with them. Till date the company has not been made aware of
significant liquidated damages being levied by its customers and
accordingly no provision is considered necessary in this regard by the
Management.
5. The gross block of leasehold land includes Rs. 7,60,86,192
(previous year Rs. 7,60,86,192) on account of revaluation of leasehold
land belonging to erstwhile Blossom Automotive Private Limited which
has been transferred to the Company on amalgamation with effect from 1
April 2008. Consequent to the same, there is an additional charge of
depreciation of Rs. 10,01,034 (previous year Rs. 10,01,034) and an
equivalent amount has been withdrawn from revaluation reserve. This has
no impact on profit for the year.
6. Contingent liabilities and commitments (to the extent not provided
for)
As at As at
31 March 2014 31 March 2013
(i) Claims against the company not
acknowledged as debt: Sales tax matters 242,844,937 242,844,937
(ii) Claims against the company not
acknowledged as debt: Entry tax matters 48,556,771 48,556,771
(iii) Claims against the company not
acknowledged as debt: Central excise
matters 1,049,990 1,049,990
(iv) Claims against the company not
acknowledged as debt: Service tax
matters 6,536,536 6,536,536
(v) Claims against the company not
acknowledged as debt: Others 197,561,000 -
(vi) Demand for additional price/
enhancement cost in respect of factory
plots situated in Bawal* 9,885,115 9,885,115
(vii) Sales tax liability against
which forms to be collected 2,817,994,489 3,227,603,543
(viii) Income tax laibility
disputed (refer Note 39) 501,400,000 -
* The Company had received notices dated 4 December 2007 and 29
December 2007 from HSIIDCL for additional price/ enhancement cost
amounting to Rs.98,85,115 (previous year Rs. 98,85,115 {including
interest}), in respect of factory plots situated in Bawal. The Company
filed a writ petition in the Punjab and Haryana High Court on 8 January
2008 and obtained a stay order on 9 January 2008. This matter is under
adjudication. Pursuant to above, Rs.98,85,115 (previous year Rs.
98,85,115) have been disclosed as ''Contingent liability'' in the notes
to the accounts.
7. The company has paid remuneration to a managerial person in excess
of limits specified in provisions of Companies Act 1956 by Rs.
51,94,660. Pending the approval from the shareholders and the Central
Government the excess remunaration paid has been included under Note 16
8. On March 6,2012 search proceedings under Section 132 of the Income
Tax Act, 1961 ("the Act") were undertaken in respect of the Company.
The search proceedings were effectively concluded vide last Panchnama
drawn on May 3,2012.The Company had furnished during the earlier year
return of income for six assessment years beginning from assessment
year 2006 07 pursuant to notices received from the Income Tax
Department. Tax assessments upto 2010-11 was completed with no ad-
ditional demand. As regards Assessment Years 2011 -12 and 2012-13 the
assessments have been completed and a demand of Rs 50,14,00,000 has
been raised on the Company. This demand is being disputed and has
accordingly been disclosed under contingent liability.
9. The Company has adopted the principles of Accounting Standard 30 -
Financial instruments: Recognition and measurement, issued by the
Institute of Chartered Accountants of India, with effect from April
1,2013, in respect of designated contracts meeting necessary criteria
as "Cash flow hedges". The gain and losses on effective Cash flow
hedges are recognised in Hedge Reserve Account till the underlying
forecasted transaction occurs. This is different from the earlier year
practice of reckoning all gains and losses on such contracts in the
Statement of Profit and Loss. However, there is no impact due to the
aforesaid change on the results for the year ended March 31,2014 due to
the ineffectiveness of the hedges. ''
10. General description of gratuity plan:
Gratuity Plan (Defined benefit plan)
The Company operates gratuity plan wherein every employee is entitled
to the benefit equivalent to 15 days salary (includes dearness
allowance) last drawn for each completed year of service. The same is
payable on termination of service, or retirement, or death whichever is
earlier. The benefits vests after five years of continuous service. The
Company has set a limit of Rs. 10,00,000 (previous year Rs. 10,00,000)
per employee.
11. Disclosure in respect of operating leases under Accounting Standard
(AS) - 19 "Leases" prescribed by the Companies (Accounting Standards)
Rules, 2006.
a) General description of the Company''s operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
offices, factory building, equipments and residential premises for its
employees.
Some of the significant terms and conditions of the arrangements are:
* agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to six month''s notice or by
paying the notice period rent in lieu thereof.
* the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
* the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the statement of profit and loss on account of
Minimum lease rentals Rs. 25,23,31,549 (previous year Rs.
44,09,77,858).
12. Segment reporting
The Company''s primary segment is identified as business segment based
predominantly on nature of product and services and secondary segment
is identified based on the geographical location of the customer as per
Accounting Standard 17. The revenue from individual segments is less
than 10% of total revenue from external sales and inter-segment sales
and therefore there are no reportable segments for the current and
previous year.
# Company has given a letter of comfort for various facilities taken by
Hythro Power Corporation Limited from a bank with limit of Rs. Nil
(previous year Rs. 32,00,00,000)
## Guarantees and collateral security given by Ajay Kumar Bishnoi and
Amul Gabrani for various facilities taken by the Company from banks
with a limit of Rs. 5273,18,00,000 (previous year Rs. 4903,08,00,000
and Bhagwanti Gabrani (relative of a Director) for various facilties
taken by the Company from banks with a limit of Rs. 5056,00,00,000
(previous year Rs.4471,58,00,000).
A Guarantees given by Fusion Fittings (I) Limited for various
facilities taken by the Company from a bank with a limit of Rs.
2201,64,00,000 (previous year Rs. 2166,58,00,000)
@ Ajay Kumar Bishnoi and Amul Gabrani have pledged their shares in the
Company with a bank for credit facilities taken by the Company with a
limit of Rs. 2201,64,00,000 (previous year Rs. 2166,58,00,000)
Figures in bracket refer to previous year 31 March 2013
13. Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs. NIL (previous year
Rs. 5,46,12,843)] is Rs. NIL- (previous year Rs. 10,22,81,190).
14. Previous year figures in balance sheet have been regrouped /
recast wherever necessary to conform to the current year''s
classification/presentation. Further, the current year figures are not
comparable with previous year on account of amalgamation.
15. The figures for the previous year are drawn from accounts audited
by a different firm of chartered accountants.
Mar 31, 2013
1. Company overview
Tecpro Systems Limited is an engineering company primarily engaged in
designing, engineering, manufacturing, supply, installation and
erection of material handling systems, power plants including balance
of plant packages in power sector.
2. Amalgamation during the previous year
a) Background and nature of business
The Hon''ble High Court of Delhi approved the Scheme of Amalgamation of
Company''s wholly owned subsidiary Microbase Infosolution Private
Limited (Amalgamating Company or Microbase) with Tecpro Systems Limited
("Amalgamated Company or Company or TSL") vide its order dated 17
October 2011. The order of Hon''ble High Court of Delhi was duly fled
with the Registrar of Companies and the Scheme of Amalgamation became
efective on 24 December 2011. Prior to amalgamation Microbase was not
carrying out any major activity.
b) Salient features of the Scheme
The salient features of the Scheme of Amalgamation of Microbase with
the Company are as follows:
(i) The Appointed Date for the amalgamation is 1 April 2011.
(ii) On and from the Appointed Date, authorized share capital of the
Amalgamating Company has been merged with those of the Amalgamated
Company.
(iii) With efect from the Appointed Date and upon this Scheme becoming
efective, all the assets and liabilities and the entire business of the
Amalgamating Company shall stand transferred to and vest in the
Amalgamated Company, as a going concern, without any further act or
deed, as per the provisions contained herein.
(iv) All suits, claims, actions and proceedings by or against the
Amalgamating Company, pending and /or arising on or before the efective
date shall be continued and be enforced by or against the Amalgamated
Company as efectually as the same had been instituted by or pending
against the Amalgamated Company.
(v) Upon the Scheme becoming efective, any loan or other obligation due
between or amongst the Amalgamating Company and the Amalgamated
Company, if any, shall stand discharged and there shall be no liability
in that behalf.
c) Consideration
Amalgamating Company (Microbase Infosolution Private Limited) was a
wholly owned subsidiary of Amalgamated Company. On the Appointed Date,
the entire equity share capital of the Amalgamating Company was held by
the Amalgamated Company. On amalgamation of the Amalgamating Company
with the Amalgamated Company, the share capital of the Amalgamating
Company will be extinguished since all the shares of the Amalgamating
Company are held by the Amalgamated Company. Since the Amalgamating
Company was a wholly owned subsidiary of the Amalgamated Company, no
share will be issued by the Amalgamated Company to the shareholders of
the Amalgamating Company as a result of the amalgamation.
d) Accounting treatment
The Company has accounted for the merger in its books as per the
Pooling of Interest Method of Accounting prescribed under the
Accounting Standard 14 Â "Accounting for Amalgamation".
(i) All the assets and liabilities recorded in the books of Microbase
Infosolution Private Limited as at appointed date have been transferred
to and vested in the Company pursuant to the Scheme and have been
recorded by the Company at their book values as appearing in the books
of Microbase Infosolution Private Limited
(ii) On and from the Appointed Date, the reserves and the balance in
the Proft and Loss Account of Microbase Infosolution Private Limited
have been merged with those of the Company in the same form as they
appear in the fnancial statements of Microbase Infosolution Private
Limited.
(iii) In relation to the scheme of amalgamation, the diference between
the amount recorded as investments in the Company and the amount of
share capital of Microbase Infosolution Private Limited, on
amalgamation, has been adjusted in the reserves in the books of the
Company.
3. Amalgamation during the current year
a) Background and nature of business
A Scheme of Amalgamation of TECPRO TREMA LIMITED ("Trema") and AMBIKA
PROJECTS (INDIA) PRIVATE LIMITED ("Ambika"), the Transferor Companies
with TECPRO SYSTEMS LIMITED ("Tecpro"), the Transferee Company under
sections 391 to 394 of the Companies Act, 1956 ("the Scheme") was
approved by the shareholders of the respective companies and sanctioned
by the Honorable High Court of Delhi (vide its Order dated 4 February
2013) and Madras (vide its Orders dated 28 February 2013).
Trema was engaged in the business of air and environment pollution
control systems and related plants and systems and allied activities.
Ambika was engaged in the business of providing water and waste water
treatment plants for the industrial and municipal segments.
b) Salient features of the Scheme
The Scheme became efective on 25 March 2013 ("Efective Date") on fling
of the certifed copies of the Orders with the Registrar of'' Companies
the Appointed Date from which the Scheme became operative was 1 April
2011 (the "Appointed Date").
Consequent to the Scheme becoming efective from the Appointed Date, the
entire business and undertakings of the Transferor Companies, including
all assets, debts, liabilities, duties and obligations have, without
further act, instrument or deed, but subject to the charges afecting
the same as on the Efective Date, been transferred and vested in the
Company. On the Scheme becoming efective, all staf, workmen and
employees of the Transferor companies in service on the Efective Date
were deemed to have become staf, workmen and employees of the Company.
During the period from the Appointed Date to the Efective Date, the
transferor companies were deemed to have carried on their respective
businesses and activities for and on account of and in trust for the
Company. Accordingly, the revenue from operations of Rs. 182,546,822
and 37,089,810 for the years ended 31 March 2013 and 31 March 2012
respectively, and loss before tax of Rs. 16,066,776 and Rs. 31,379,153
for the years ended 31 March 2013 and 31 March 2012 respectively of the
Transferor Companies are included in the fnancial statements of the
Company.
In terms of the Scheme, the authorised share capital of the Company
increased to Rs. 131,15,00,000/- (Rupees One hundred thirty one crore
ffteen lakhs only) divided into 13,11,50,000 (Thirteen crore eleven
lakhs ffty thousand only ) equity shares of Rs. 10/- (Rupees Ten) each.
c) Consideration
Since both the Transferor Companies were wholly owned subsidiaries of
the Transferee Company no new shares were allotted on account of
amalgamation to the shareholders of Transferor Companies.
d) Accounting treatment
(i) The Company has accounted for the merger in its books as per the
pooling of interest method of accounting prescribed under the
Accounting Standard 14 - "Accounting for Amalgamation".
(ii) All the assets and liabilities recorded in the books of the
Transferor Companies have been recorded by the Company at their
respective book values as per details given below;
(iii) The identity of the reserves of the Transferor Companies as on
the Appointed Date, if any, were preserved and they appeared in the
fnancial statements of the Company in the same form and manner, in
which they appeared in the Financial Statements of the Transferor
Companies.
(iv) The surplus arising between the aggregate values of assets of the
Transferor Companies acquired, net of the aggregate of the liabilities
of the Transferor Companies acquired together with the share capital
issued, and reserves of the Transferor Companies recorded by the
Company (i.e. the diference between the amount recorded as share
capital issued and the amount of share capital of the Transferor
Companies), were adjusted to the General Reserve Account of the
Company.
4. The gross block of leasehold land includes Rs. 76,086,192 (previous
year Rs. 76,086,192) on account of revaluation of leasehold land
belonging to erstwhile Blossom Automotive Private Limited which has
been transferred to the Company on amalgamation with efect from 1 April
2008. Consequent to the same, there is an additional charge of
depreciation of Rs. 1,001,034 (previous year Rs.1,001,034) and an
equivalent amount has been withdrawn from revaluation reserve. This
has no impact on proft for the year.
As at As at
31 March
2013 31 March 2012
5. Contingent liabilities and
commitments (to the extent not
provided for)
(i) Claims against the company
not acknowledged as debt : Sales
tax matters 242,844,937 81,602,639
(ii) Claims against the company
not acknowledged as debt : Entry
tax matters 48,556,771 20,408,275
(iii) Claims against the company
not acknowledged as debt : Central
excise matters 1,049,990
(iv) Claims against the company not
acknowledged as debt : Service tax
matters 6,536,536 6,536,536
(v) Demand for additional price/
enhancement cost in respect of
factory plots situated in Bawal * 9,885,115 9,207,821
(vi) Sales tax liability against
which forms to be collected 3,227,603,543 2,102,176,396
* The factory plots belonging to the Company, situated at Bawal were
allotted by the Haryana State Industrial and Infrastructure Development
Corporation Limited (HSIIDCL) in favour of the Company through Regular
Letters of Allotment (RLA) dated 23 January 2004 and 9 July 2004.
The Company had received notices dated 4 December 2007 and 29 December
2007 from HSIIDCL for additional price/ enhancement cost amounting to
Rs. 9,885,115 {including interest} (previous year Rs. 9,207,821
{including interest}) , in respect of factory plots situated in Bawal.
The Company fled a writ petition in the Punjab and Haryana High Court
on 8 January 2008 and obtained a stay order on 9 January 2008. This
matter is under adjudication. Pursuant to above, Rs. 9,885,115
(previous year Rs. 9,207,821) have been disclosed as ÂContingent
liability'' in the notes to the accounts.
6. In the previous year, the operating cycle was determined to be 12
months in view of the varying nature of contracts, customers, payment
terms, project duration etc. Basis further analysis and considering
additional guidance / clarity available related to implementation of
revised schedule VI, the management is of the view that the Company has
multiple operating cycles which are determined on the basis of the
distinguishing features and characteristics of various categories of
contracts.
Due to change in operating cycle during the current year, fgures for
the previous year have been regrouped for meaningful comparison of
current and previous year classifcation. The impact of regrouping on
signifcant fnancial statement items is summarized below:
7. On March 6, 2012, search proceedings under Section 132 of the
Income Tax Act, 1961 ("the Act") were undertaken in respect of the
Company. The search proceedings were efectively concluded vide last
Panchnama drawn on May 03, 2012. During the year the Company has
furnished the return of income of six assessment years begninning from
assessment year 2006-2007 pursuant to notices received from the Income
Tax Department. At this stage, no tax demand has been determined
pursuant to the present search proceedings.
8. Till the previous year, the exchange diferences arising from
foreign currency borrowings to the extent that they are regarded as an
adjustment to interest cost, were treated as borrowing cost in terms of
the AS Â 16, "Borrowing Costs". Pursuant to a clarifcation dated 9
August 2012 from the MCA, the Company has changed the accounting
policy, w.e.f. from 1 April 2011, to treat the same as "foreign
exchange fuctuation" accounted as per AS Â 11 "Efect of Changes in
Foreign Exchange Rates" instead of the "borrowing costs". This has
resulted into reversal of fnance costs of Rs. 23,950,274 for the year
ended 31 March 2012 and higher depreciation by Rs. 312,292 for the year
ended 31 March 2012. The aforesaid reversal of fnance cost of Rs.
23,950,274 has been included in ÂOther income'' in the current year
fnancial statements.
9. Disclosure in respect of employee benefts under Accounting
Standard (AS) Â 15 (Revised) "Employee Benefts" prescribed by the
Companies (Accounting Standards) Rules, 2006.
(a) Defned Contribution Plans: Amount of Rs. 87,329,724 (previous year
Rs. 73,058,220) pertaining to employers'' contribution to Provident
Fund, Employees State Insurance Fund and Superannuation Fund is
recognised as an expense and included in "Employee beneft expenses" in
note 27.
(b) Defned beneft plan: The discloures for gratuity cost is given
below:
(i) The changes in the present value of obligation representing
reconciliation of opening and closing balances thereof are as follows:
10. Disclosure in respect of operating leases under Accounting Standard
(AS) Â 19 "Leases" prescribed by the Companies (Accounting Standards)
Rules, 2006.
a) General description of the Company''s operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
ofces, factory building, equipments and residential premises for its
employees.
Some of the signifcant terms and conditions of the arrangements are:
- agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to six month''s notice or by
paying the notice period rent in lieu thereof.
- the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
- the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the statement of proft and loss on account of
Minimum lease rentals Rs. 440,977,858 (previous year Rs. 338,284,407).
c) Company also enters into non- cancellable operating leases, the
total of future minimum lease payments under non-cancellable operating
leases is given below :
Provision for estimated losses on incomplete contracts relates to
provision made for expected losses wherein, the total cost of the
incompleted construction contract, based on the technical and other
estimates, is expected to exceed the corresponding contract value.
Accodingly, such excess is provided during the year.
Figures in bracket refer to previous year ending 31 March 2012.
11. Segment reporting
The Segment reporting policy is in conformity with Accounting
Standard-17 on "Segment Reporting", prescribed by the Companies
(Accounting Standards) Rules, 2006. The risk-return profle of the
Company''s business is determined predominantly by the nature of their
products and services. Accordingly, the following primary segmentation
is based on the business in which the Company operate:
Primary segment (Business segment)
A Material handling systems
This segment is primarily engaged in manufacturing, supply, erection
and commissioning of material handling systems (including balance of
plant), viz;
a. Supply of conveyor belt, slat conveyors, bucket elevators;
b. Manufacture and / or supply of crushers, screens, conveyor
components like idlers and pulleys (rollers);
c. Fabricated steel structures ;
d. Providing the services of design, engineering, procurement,
construction and maintenance for air and gas pollution control systems
attached to the industrial plants;
e. Manufacture of ash handling equipments and undertakes turnkey
projects for ash handling system;
f. Erection and commissioning of all of above.
B Setting up of complete power plant on Engineering, Procurement and
Construction (EPC) basis
This segment is primarily engaged in purchasing, selling, producing,
trading, manufacturing or otherwise dealing in all aspects of research,
design, engineering, installation, commissioning, construction,
operation and maintenance of power generation plants and power systems.
Secondary segment (Geographical segment)
The businesses are organized into two key geographic segments
(reportable secondary segment) i.e. domestic and exports. Revenues are
attributable to individual geographic segments based on the location of
the customer within India (domestic) and outside India (exports).
The following specifc accounting policies have been followed for
segment reporting :
1. Segment revenue includes sales of manufactured goods, sales of
traded goods, service income, contract revenue and other income
directly identifable to the segment.
2. Expenses that are directly identifable with the segments are
considered for determining segment results.
3. Other income including interest income, dividend income and proft
on sale of fxed assets that are not identifable to segments is included
in unallocable other income.
4. Segment assets and segment liabilities include those directly
identifable with the respective segments. Unallocated assets include
cash and bank, loans and advances to subsidiaries, accrued interest on
fxed deposit, share application money pending allotment, deferred tax
assets, advance for share purchase and investments. Unallocated
liabilities include secured loans, unsecured loans, bank overdraft,
deferred interest accrued but not due, provision for proposed dividend
and income tax liabilities.
12. Related party disclosures
a) Related party and nature of relationship where control exists.
Subsidiary Tecpro Energy Limited
Tecpro International FZE (up to 11 January 2012)
Tecpro Trema Limited (refer note 31)
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Ambika Projects (India) Private Limited (refer note 31)
Eversun Energy Private Limited (w.e.f. 24 Febuary 2012)
PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)
Related party and nature of the related party relationship with whom
transactions have taken place during the year
Subsidiaries Tecpro Energy Limited
Tecpro International FZE (up to 11 January 2012)
Tecpro Trema Limited (refer note 31)
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Ambika Projects (India) Private Limited (refer note 31)
Eversun Energy Private Limited (w.e.f. 24 Febuary 2012)
PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)
Key management personnel Ajay Kumar Bishnoi
Amul Gabrani Arvind Kumar Bishnoi Aditya Gabrani Amar Banerjee
Relatives of key management personnel Bhagwanti Gabrani
Amita Bishnoi
Goldie Gabrani
Rashmi Singh Enterprises over which key management Tecpro Energy
Limited* personnel exercise signifcant infuence Tecpro Trema Limited
(refer note 31)*
Tecpro International FZE (up to 11 January 2012)*
Tecpro Systems (Singapore) Pte. Ltd.*
Ambika Projects (India) Private Limited (refer note 31)*
Eversun Energy Private Limited (w.e.f. 24 Febuary 2012)*
PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)*
Tecpro Engineers Limited
T&H Education Private Limited
Hythro Power Corporation Limited
Tecpro Stones Private Limited
Fusion Fittings (I) Limited
Shriram Cement Limited
Tecpro Infra-Projects Limited
G.E.T. Power Limited
HIQ Power Associates Private Limited (w.e.f. 27 April 2011)
Avadh Transformers Private Limited
* Transactions with these enterprises have been disclosed under
subsidiaries
13. Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs. 54,612,843
(previous year Rs. 11,027,924)] is Rs. 102,281,190 (previous year Rs.
379,260,473).
14. Previous year fgures in balance sheet have been regrouped / recast
wherever necessary to conform to the current year''s
classifcation/presentation. Further, the current year fgures are not
comparable with previous year on account of amalgamation.
Mar 31, 2012
1. Company overview
Tecpro Systems Limited is an engineering company primarily engaged in
designing, engineering, manufacturing, supply, installation and
erection of material handling systems, power plants including balance
of plant packages in power sector.
(i) Pursuant to the approval of the shareholders of the Company granted
in their Extra-ordinary General Meeting held on 25 March 2010, the
Company came out with an Initial Public Offer ("IPO") of 7,550,000
equity shares of Rs. 10 each at a premium of Rs. 345 per share
including Offer for Sale of 1,300,000 equity shares by Metmin
Investments Holdings Limited and made allotment of 6,250,000 equity
shares on 8 October 2010. The allotment of 6,250,000 equity shares
included allotment of 66,945 equity shares of Rs. 10 each at a premium
of Rs. 328 per share to employees. The issue was made in accordance
with the terms of the Company's prospectus dated 29 September 2010 and
the shares of the Company got listed on The Bombay Stock Exchange
Limited and The National Stock Exchange of India Limited on 12 October
2010.
(ii) The Company has only one class of equity shares, having a par
value of Rs.10 per share. Accordingly, all equity shares rank equally
with regard to dividends and share in the Company's residual assets.
Each shareholder is eligible to one vote per share held. The dividend
proposed, if any, by the Board of Directors is subject to approval of
shareholders in the ensuing Annual General Meeting, except in case of
interim dividend. The repayment of equity share capital in the event of
liquidation and buy back of shares are possible subject to prevalent
regulations. In the event of liquidation, normally the equity
shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion
to their shareholding.
(c) Pursuant to SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009, an aggregate of 20% of the post offer capital of the
Company held by the promoters is locked in for a period of three years.
Accordingly, 10,094,759 equity shares held by Mr. Ajay Kumar Bishnoi
and Mr. Amul Gabrani are under lock in period for three years beginning
8 October 2010. Further, in addition to the above equity shares, that
are locked in for three years, 26,954,328 equity shares out of
pre-offer capital of the Company were locked in for a period of one
year beginning 8 October 2010.
(d) Above equity shares of Rs.10 each include:
i) 12,698,750 (previous year 12,698,750) equity shares have been
allotted as fully paid up by way of bonus shares during the year
2007-2008 and 9,739,000 (previous year 9,739,000) equity shares during
the year 2006-2007 out of securities premium account.
ii) 16,526,291 (previous year 16,526,291) equity shares issued during
the year 2009-10 as fully paid-up shares to shareholders of erstwhile
Tecpro Ashtech Limited and erstwhile Tecpro Power Systems Limited,
pursuant to a scheme of amalgamation, for consideration other than
cash.
Nature of security ---
Working capital facility comprises cash credit, buyer's credit, export
packing credit and bills discounted from banks. Such facilities are
secured by first charge on the current assets of the Company on pari
passu basis. Cash credit, short term loans and buyers credit from
certain banks are further primarily / collaterally secured by way of
hypothecation / mortgage of moveable / immoveable fixed assets of the
Company on a pari passu basis other than those specifically funded
through term loans and charged to State Bank of India and by way of
equitable mortgage over certain assets of certain directors (includes a
relative of a director) of the Company on pari passu basis. The
facility is also secured by personal guarantee of Mr. Amul Gabrani
(Director), Mr. Ajay Kumar Bishnoi (Director) and Mrs. Bhagwanti
Gabrani (relative of Director, except for facility availed from DBS).
Further, the loan from SBI and Central Bank of India is also secured by
corporate guarantee given by Fusion Fittings (I) Limited. Working
capital facility from banks also include an amount of Rs. 498,503,106
(previous year Rs. 428,358,208) taken by erstwhile Tecpro Ashtech
Limited secured by a pari-passu charge on present and future goods,
books debts, all other moveable assets, outstanding monies, claims,
investments etc. of erstwhile Tecpro Ashtech Limited in terms of the
deed of hypothecation and further secured by corporate guarantee given
by Fusion Fittings (I) Limited, holding Company of erstwhile Tecpro
Ashtech Limited and collaterally secured by hypothecation of moveable
fixed assets owned by the Company and equitable mortgage over certain
assets of certain directors (includes a relative of a director) of the
Company.
* Share application money aggregarting to Rs. 2,113 (previous year Rs.
751) relates to application made for equity shares in Tecpro Systems
(Singapore) Pte. Ltd., Rs. Nil (previous year Rs. 485,000) relates to
application made for equity shares in Bikaner Waste Processing Company
Private Limited.
A includes advances to related parties amounting to Rs. 138,000,000
(previous year Rs. Nil)
** Loans and advances in the nature of loans given to subsidiaries
2. Amalgamation
a) Background and nature of business
The Hon'ble High Court of Delhi approved the Scheme of Amalgamation of
Company's wholly owned subsidiary Microbase Infosolution Private
Limited (Amalgamating Company or Microbase) with Tecpro Systems Limited
("Amalgamated Company or Company or TSL") vide its order dated 17
October 2011. The order of Hon'ble High Court of Delhi was duly filed
with the Registrar of Companies and the Scheme of Amalgamation became
effective on 24 December 2011. Prior to amalgamation Microbase was not
carrying out any major activity.
b) Salient features of the Scheme
The salient features of the Scheme of Amalgamation of Microbase with
the Company are as follows:
(i) The Appointed Date for the amalgamation is 1 April 2011.
(ii) On and from the Appointed Date, authorized share capital of the
Amalgamating Company has been merged with those of the Amalgamated
Company.
(iii) With effect from the Appointed Date and upon this Scheme becoming
effective, all the assets and liabilities and the entire business of
the Amalgamating Company shall stand transferred to and vest in the
Amalgamated Company, as a going concern, without any further act or
deed, as per the provisions contained herein.
(iv) All suits, claims, actions and proceedings by or against the
Amalgamating Company, pending and /or arising on or before the
effective date shall be continued and be enforced by or against the
Amalgamated Company as effectually as the same had been instituted by
or pending against the Amalgamated Company.
(v) Upon the Scheme becoming effective, any loan or other obligation
due between or amongst the Amalgamating Company and the Amalgamated
Company, if any, shall stand discharged and there shall be no liability
in that behalf.
c) Consideration
Amalgamating Company (Microbase Infosolution Private Limited) was a
wholly owned subsidiary of Amalgamated Company. On the Appointed Date,
the entire equity share capital of the Amalgamating Company was held by
the Amalgamated Company. On amalgamation of the Amalgamating Company
with the Amalgamated Company, the share capital of the Amalgamating
Company will be extinguished since all the shares of the Amalgamating
Company are held by the Amalgamated Company. Since the Amalgamating
Company was a wholly owned subsidiary of the Amalgamated Company, no
share will be issued by the Amalgamated Company to the shareholders of
the Amalgamating Company as a result of the amalgamation.
d) Accounting treatment
The Company has accounted for the merger in its books as per the
Pooling of Interest Method of Accounting prescribed under the
Accounting Standard 14 - "Accounting for Amalgamation".
(i) All the assets and liabilities recorded in the books of Microbase
Infosolution Private Limited as at appointed date have been transferred
to and vested in the Company pursuant to the Scheme and have been
recorded by the Company at their book values as appearing in the books
of Microbase Infosolution Private Limited (details given below);
(ii) On and from the Appointed Date, the reserves and the balance in
the Profit and Loss Account of Microbase Infosolution Private Limited
have been merged with those of the Company in the same form as they
appear in the financial statements of Microbase Infosolution Private
Limited.
3. Pursuant to the approval of the shareholders of the Company
granted in their Extra-ordinary General Meeting held on 25 March 2010,
the Company came out with an Initial Public Offer ("IPO") of 7,550,000
equity shares of Rs. 10 each at a premium of Rs. 345 per share
including Offer for Sale of 1,300,000 equity shares by Metmin
Investments Holdings Limited and made allotment of 6,250,000 equity
shares on 8 October 2010. The allotment of 6,250,000 equity shares
included allotment of 66,945 equity shares of Rs. 10 each at a premium
of Rs. 328 per share to employees. The issue has been made in
accordance with the terms of the Company's prospectus dated 17 August
2010 and the shares of the Company got listed on The Bombay Stock
Exchange Limited and The National Stock Exchange of India Limited on 12
October 2010.
Share issue expenses incurred during the financial year ended 31 March
2011 amounting to Rs. 141,172,454 (previous year Rs. 3,666,987) pertain
to expenses incurred in connection with the public issue of equity
shares of the Company. In accordance with the provisions of Section 78
of the Companies Act, 1956, these expenses were charged off against the
available balance in the 'Securities premium reserve' account.
4. The gross block of leasehold land includes Rs. 76,086,192
(previous year Rs. 76,086,192) on account of revaluation of leasehold
land belonging to erstwhile Blossom Automotive Private Limited which
has been transferred to the Company on amalgamation with effect from 1
April 2008. Consequent to the same, there is an additional charge of
depreciation of Rs. 1,001,034 (previous year Rs.1,001,034) and an
equivalent amount has been withdrawn from revaluation reserve. This has
no impact on profit for the year.
As at As at
5. Contingent liabilities and
commitments (to the extent not
provided for) 31 March 2012 31 March 2011
(i) Claims against the company not
acknowledged as debt :
Sales tax matters 81,602,639 83,197,573
(ii) Claims against the company not
acknowledged as debt :
Entry tax matters 20,408,275 29,397,049
(iii) Claims against the company not
acknowledged as debt :
Income tax matters - 346,677
(iv) Claims against the company not
acknowledged as debt :
Labour matters - 1,200,000
(v) Claims against the company not
acknowledged as debt :
Service tax matters 6,536,536 8,976,817
(vi) Demand for additional price/
enhancement cost in respect
of factory plots situated in Bawal * 9,207,821 8,528,672
(vii) Sales tax liability against
pending forms 2,102,176,396 1,685,549,342
*The factory plots belonging to the Company, situated at Bawal were
allotted by the Haryana State Industrial and Infrastructure Development
Corporation Limited (HSIIDCL) in favour of the Company through Regular
Letters of Allotment (RLA) letter dated 23 January 2004 and 9 July
2004.
The Company has received notices dated 4 December 2007 and 29 December
2007 from HSIIDCL for additional price/ enhancement cost amounting to
Rs. 9,207,821 {including interest} (previous year Rs. 8,528,672
{including interest}), in respect of factory plots situated in Bawal.
The Company has filed a writ petition in the Punjab and Haryana High
Court on 8 January 2008 and has obtained a stay order on 9 January
2008. This matter is under adjudication. Pursuant to above, Rs.
9,207,821 (previous year Rs.8,528,672) has been disclosed as
'Contingent liability' in the notes to the accounts.
6A.Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs. 11,027,924
(previous year Rs. 34,324,562)] are Rs. 379,260,473 (previous year Rs.
192,827,193).
7. On March 6, 2012, search proceedings under Section 132 of the
Income Tax Act, 1961 ("the Act") were undertaken in respect of the
Company. The search proceedings were effectively concluded vide last
Panchnama drawn on May 03, 2012. At this stage, no tax demand has been
determined pursuant to the present search proceedings.
8. Disclosure in respect of operating leases under Accounting Standard
(AS) - 19 "Leases" prescribed by the
Companies (Accounting Standards) Rules, 2006.
a) General description of the Company's operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
offices, factory building, equipments and residential premises for its
employees.
Some of the significant terms and conditions of the arrangements are:
- agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to six month's notice or by
paying the notice period rent in lieu thereof.
- the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
- the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the Statement of Profit and Loss on account of
minimum lease rentals Rs. 338,284,407 (previous year Rs. 258,558,707).
Provision for estimated losses on incomplete contracts relates to
provision made for expected losses wherein, the total cost of the
in completed construction contract, based on the technical and other
estimates, is expected to exceed the corresponding contract value.
Accordingly, such excess is provided during the year.
Figures in bracket refer to previous year 31 March 2011.
9. Segment reporting
The Segment reporting policy is in conformity with Accounting
Standard-17 on "Segment Reporting", prescribed by the Companies
(Accounting Standards) Rules, 2006. The risk-return profile of the
Company's business is determined predominantly by the nature of their
products and services. Accordingly, the following primary segmentation
is based on the business in which the Company operate.
Primary segment (Business segment)
A Material handling systems
This segment is primarily engaged in manufacturing, supply, erection
and commissioning of material handling systems (including balance of
plant) , viz;
a. Supply of conveyor belt, slat conveyors, bucket elevators;
b. Manufacture and / or supply of crushers, screens, conveyor
components like idlers and pulleys (rollers);
c. Fabricated steel structures;
d. Providing the services of design, engineering, procurement,
construction and maintenance for air and gas pollution control systems
attached to the industrial plants;
e. Manufacture of ash handling equipments and undertakes turnkey
projects for ash handling system;
f. Erection and commissioning of all of above.
B Setting up of complete power plant on Engineering, Procurement and
Construction (EPC) basis
This segment is primarily engaged in purchasing, selling, producing,
trading, manufacturing or otherwise dealing in all aspects of research,
design, engineering, installation, commissioning, construction,
operation and maintenance of power generation plants and power systems.
Secondary segment (Geographical segment)
The businesses are organized into two key geographic segments
(reportable secondary segment) i.e. domestic and exports. Revenues are
attributable to individual geographic segments based on the location of
the customer within India (domestic) and outside India (exports).
The following specific accounting policies have been followed for
segment reporting :-
1. Segment revenue includes sales of manufactured goods, sales of
traded goods, service income, contract revenue and other income
directly identifiable to the segment. Segment results and capital
employed includes amounts directly identifiable to each of the segments
and which can be allocated on reasonable basis. Unallocable income
includes interest income and other income that are not identifiable to
the segments. Unallocable expenditure includes corporate expenditure
which is not identifiable to any of the segments.
2. Unallocable capital employed includes assets and liabilities which
are not specifically allocable to individual segments.
3. Segment assets and segment liabilities include those directly
identifiable with the respective segments. Unallocated assets include
cash and bank, loans and advances to subsidiaries, accrued interest on
fixed deposit, share application money pending allotment, deferred tax
assets, advance for share purchase and investments. Unallocated
liabilities include secured loans, unsecured loans, bank overdraft,
interest accrued but not due, provision for proposed dividend and
income tax liabilities.
10. The Ministry of Corporate Affairs (MCA) has issued the amendment
dated 29 December 2011 to AS-11 'The Effects of Change in Foreign
Exchange Rates' to allow companies capitalization of exchange
differences arising on long term foreign currency monetary items. In
accordance with the amendment/earlier amendment to AS 11, the Company
has capitalized exchange loss, arising on long term foreign currency
loan, amounting to Rs. 25,581,726 (previous year Rs. Nil) to the cost
of work in progress (building).
11. Till the year ended 31 March 2011, the Company was using
pre-revised Schedule VI to the Companies Act 1956, for preparation and
presentation of its financial statements. During the year ended 31
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 conform to this year's
classification.
Mar 31, 2011
Background
Tecpro Systems Limited is an engineering company primarily engaged in
designing, engineering, manufacturing, supply, installation and
erection of material handling systems, power plants including balance
of plant packages in power sector.
1. Amalgamation
(a) Background and nature of business First Scheme
The Hon'ble High Court of Delhi and the Hon'ble High Court of Rajasthan
had approved the Scheme of Amalgamation of Company's wholly owned
subsidiary Blossom Automotive Private Limited (Transferor company or
Blossom) with Tecpro Systems Limited ("Transferee Company or Company or
TSL") on 22 May 2009 and 10 July 2009 respectively. The Orders of the
Hon'ble High Courts of Delhi and Rajasthan were duly fled with the
respective Registrar of Companies and the Scheme of Amalgamation became
effective on 10 September 2009.
Prior to amalgamation Blossom owned the factory premises at Bhiwadi in
Rajasthan which had been exclusively let out to Tecpro Systems Limited
for carrying out manufacturing operations.
Second Scheme
The Hon'ble High Court of Bombay at Mumbai and the Hon'ble High Court
of Delhi had approved the Scheme of Amalgamation of Tecpro Ashtech
Limited (the First Transferor Company or TAL) and Tecpro Power Systems
Limited (the Second Transferor Company or TPSL) with the Tecpro Systems
Limited (the "Transferee Company" or "Company" or "TSL") vide their
order dated 20 November 2009 and 4 March 2010 respectively. The First
Transferor Company and the Second Transferor Company were hereinafter
jointly referred to as "the Transferor Companies". The effective date
of amalgamation being the last of the dates on which the certifed
copies of the orders of the High Courts had been fled with the
Registrar of Companies at Mumbai and Delhi was 31 March 2010.
The First Transferor Company was engaged in the business of manufacture
of ash handling equipments and undertakes turnkey projects for ash
handling systems. The Second Transferor Company was engaged in the
business undertaking the Erection, Procurement and Construction
contracts for setting up the power plants and also undertakes design
and engineering services for power sector projects.
(b) Salient features of the Schemes
The salient features of the frst scheme of amalgamation of Blossom with
the Company are as follows:
- The Appointed Date for the amalgamation was 1 April 2008.
- On and from the Appointed Date, authorised share capital of the
Transferor Company has been merged with those of the Transferee
Company.
- The undertaking of the Transferor Company were to vest in the Company
subject to encumbrances, charges if any.
- All suits, claims, actions and proceedings by or against the
transferor company pending and / or arising on or before the effective
date shall be continued and be enforced by or against the transferee
company as effectually as the same had been instituted by or pending
against the Transferee Company.
- Upon the scheme becoming effective, any loan or other obligation due
between or amongst the Transferor Company and the Transferee Company,
if any, shall stand discharged and there shall be no liability in that
behalf.
The salient features of the second scheme of amalgamation of TAL and
TPSL with the Company are as follows:
- The Appointed Date for the amalgamation was 1 April 2009.
- On and from the Appointed Date, authorised share capital of both the
Transferor Companies had been reclassifed and merged with authorised
share capital of the Transferee Company.
- With effect from the Appointed Date, the whole of the undertakings of
both the Transferor Companies, shall pursuant to provisions of Sections
394(2) and other applicable provisions of the Act, without any further
act, instrument or deed be transferred to and be vested in the
Transferee Company as a going concern so as to become the undertakings
of the Transferee Company by virtue of and in the manner provided in
this Scheme.
- All suits, claims, actions and proceedings by or against the
transferor company pending and / or arising on or before the effective
date shall be continued and be enforced by or against the transferee
company as effectually as the same had been instituted by or pending
against the Transferee Company.
(c) Consideration First Scheme
Transferor Company (Blossom Automotive Private Limited) was a wholly
owned subsidiary of the Transferee Company. On the appointed date, the
entire equity share capital of the Transferor Company was held by the
Transferee Company.
On amalgamation of the transferor company and the transferee company,
the share capital of the Transferor Company was extinguished since all
the shares of the transferor company are held by the transferee
company. Since, the transferor company was a wholly owned subsidiary of
the transferee company; no shares were to be issued by the transferee
company to the shareholders of the transferor company as a result of
amalgamation.
Second Scheme
Pursuant to the Scheme, the shareholders of Transferor Companies were
entitled to the equity shares of the Transferee Company in the
following ratio: The shareholders of TAL:
a. Equity shareholders - 100 Equity Shares of Rs.10 each of TSL, for
every 299 equity shares of Rs.10 each held by such equity shareholders
or their respective heirs, executors or, as the case may be, successors
in TAL, on the effective date.
b. Preference shareholders - 16,570 Equity Shares of Rs.10 each of TSL
for every 100 0.01% compulsorily convertible preference shares of
Rs.100 each held by such preference shareholders or their respective
heirs, executors or, as the case may be, successors in TAL, on the
effective date.
The shareholders of TPSL:
a. Equity shareholders - 100 Equity Shares of Rs. 10 each of TSL for
every 349 equity shares of Rs. 10 each held by such equity shareholders
or their respective heirs, executors or, as the case may be, successors
in TPSL on the effective date.
b. Investments of TSL in TPSL appearing in the books of account of TSL
will stand cancelled.
c. Preference shareholders - 100 Equity Shares of Rs. 10 each of TSL,
for every 280 0.01% compulsorily convertible cumulative preference
shares of Rs. 100 each held by such preference shareholders or their
respective heirs, executors or, as the case may be, successors in TPSL
on the effective date.
d. The equity shares of the Transferee Company issued to the members
of each of the transferor companies shall be subject to the provisions
of Articles of Association of the transferee company and shall rank
pari-passu, in all respects with the existing equity shares of
Transferee Company. Equity shares issued pursuant to the schemes of
amalgamation:
(d) Accounting treatment
The Company accounted for the amalgamation in its books as per the
Pooling of Interest Method of Accounting prescribed under the
Accounting Standard 14 Ã "Accounting for Amalgamation" in respect of
both the schemes.
- All the assets and liabilities recorded in the books of the Blossom,
TAL, TPSL (collectively referred to as transferor companies hereafter)
had been transferred to and vested in Tecpro Systems Limited (the
Company / the transferee company) pursuant to the Scheme and had been
recorded by the Transferee Company at their book values as appearing in
the books of the Transferor Companies.
- On and from the Appointed Date, the reserves and the balance in the
Profit and Loss Account of the Transferor Companies had been merged with
those of the Transferee Company in the same form as they appear in the
financial statements of the Transferor Companies.
- In relation to the First scheme of amalgamation, the difference
between the amount recorded as investments in the Transferee Company
and the amount of share capital of Blossom, on amalgamation, has been
adjusted in the reserves in the books of the Transferee Company.
- In relation to the Second scheme of amalgamation, the difference
between the share capital to be issued pursuant to the scheme of
amalgamation and the amount of share capital of the transferor
companies had been adjusted in the reserves in the books of the
Transferee Company
- The necessary adjustments on account of the amalgamation under both
frst scheme and second scheme have been recorded in the financial
statements in previous year.
* The factory plots belonging to the Company, situated at Bawal were
allotted by the Haryana State Industrial and Infrastructure Development
Corporation Limited (HSIIDCL) in favour of the Company through Regular
Letters of Allotment (RLA) letter dated 23 January 2004 and 9 July
2004.
The Company has received notices dated 4 December 2007 and 29 December
2007 from HSIIDCL for additional price/ enhancement cost amounting to
Rs. 8,528,672 {including interest} (previous year Rs. 7,851,378
{including interest}), in respect of factory plots situated in Bawal.
The Company has fled a writ petition in the Punjab and Haryana High
Court on 8 January 2008 and has obtained a stay order on 9 January
2008. This matter is under adjudication. Pursuant to above, Rs.
8,528,672 (previous year Rs. 7,851,378) has been disclosed as
ÃContingent liability' in the notes to the accounts.
3 Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs. 44,032,465
(previous year Rs. 35,893,456)] are Rs. 192,827,193 (previous year Rs.
202,582,017).
4 licenced capacity, installed capacity and production
Licensed capacities are not applicable to the Company as all the
products manufactured are delicensed.
*As certifed by management and relied upon by the auditors, as this is
a technical matter.
# Excluding production capacities of job workers.
@ Actual production includes production for captive consumption.
** Depending on the size of the plant according to the Customers
Specifcation.
*** Depending on the size as per Customers Specifcation and
application.
A) The manufacture, supply, erection and commissioning of a complete
Ash handling Plant as per Customer's specifcation is spread over
several years. The Company simultaneously manufactures individual
component part and equipment for several plants. Hence it is not
possible to state in which accounting year a complete plant is
manufactured. Therefore the Company has given quantitative details of
manufactured components and equipments only under actual production,
opening stock and similar details of both manufactured and bought out
components and equipment in respect of turnover/income.
B) In respect of Travelling Water Screens, whilst the components are
invoiced on delivery, and the value is refected in the turnover of the
year of delivery, for the purpose of quantitative information, a
Travelling Water Screen is treated as which has been produced/sold
during the year in which all the critical components required for such
assembly are produced/sold respectively.
5 Disclosure in respect of operating leases under Accounting Standard
(AS) Ã 19 "Leases" prescribed by the Companies (Accounting Standards)
Rules, 2006.
a) General description of the Company's operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
offces, factory building, equipments and residential premises for its
employees.
Some of the signifcant terms and conditions of the arrangements are:
- agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to three to six month's
notice or by paying the notice period rent in lieu thereof.
- the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
- the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the Profit and Loss Account on account of
Minimum lease rentals Rs. 258,558,707 (previous year Rs. 269,299,905).
c) Company also enters into non- cancellable operating leases, the
total of future minimum lease payments under non-cancellable operating
leases is given below :
Provision for estimated losses on incomplete contracts relates to
provision made for expected losses wherein, the total cost of the
incompleted construction contract, based on the technical and other
estimates, is expected to exceed the corresponding contract value.
Accordingly, such excess is provided during the year.
Figures in bracket refer to previous year 31 March 2010.
6 Pursuant to the approval of the shareholders of the Company granted
in their Extra-ordinary General Meeting held on 25 March 2010, the
Company came out with an Initial Public Offer ("IPO") of 7,550,000
equity shares of Rs. 10 each at a premium of Rs. 345 per share
including Offer for Sale of 1,300,000 equity shares by Metmin
Investments Holdings Limited and made allotment of 6,250,000 equity
shares on 8 October 2010. The allotment of 6,250,000 equity shares
included allotment of 66,945 equity shares of Rs. 10 each at a premium
of Rs. 328 per share to employees. The issue has been made in
accordance with the terms of the Company's prospectus dated 29
September 2010 and the shares of the Company got listed on The Bombay
Stock Exchange Limited and The National Stock Exchange of India Limited
on 12 October 2010.
Share issue expenses incurred during the financial year ended 31 March
2011 amounting to Rs. 141,172,454 (previous year Rs. 3,666,987) pertain
to expenses incurred in connection with the public issue of equity
shares of the Company. In accordance with the provisions of Section 78
of the Companies Act, 1956, these expenses were charged off against the
available balance in the ÃShare premium' account.
7 The gross block of leasehold land includes Rs. 76,086,192 (previous
year Rs. 76,086,192) on account of revaluation of leasehold land
belonging to erstwhile Blossom Automotive Private Limited which has
been transferred to the Company on amalgamation with effect from 1
April 2008. Consequent to the same, there is an additional charge of
depreciation of Rs. 1,001,034 (previous year Rs. 1,001,034) and an
equivalent amount has been withdrawn from revaluation reserve. This has
no impact on Profit for the year.
8 Segment reporting
The Segment reporting policy is in conformity with Accounting
Standard-17 on "Segment Reporting", prescribed by the Companies
(Accounting standards) Rules, 2006.
The risk-return profle of the Company's business is determined
predominantly by the nature of their products and services.
Accordingly, the following primary segmentation is based on the
business in which the Company operate.
Primary segment (Business segment) A material handling systems
This segment is primarily engaged in manufacturing, supply, erection
and commissioning of material handling systems (including balance of
plant) , viz;
a. Supply of conveyor belt, slat conveyors, bucket elevators;
b. Manufacture and / or supply of crushers, screens, conveyor
components like idlers and pulleys (rollers);
c. Fabricated steel structures ;
d. Providing the services of design, engineering, procurement,
construction and maintenance for air and gas pollution control systems
attached to the industrial plants;
e. Manufacture of ash handling equipments and undertakes turnkey
projects for ash handling system.
f. Erection and commissioning of all of above.
B Setting up of complete power plant on Engineering , Procurement and
Construction (EPC) basis
This segment is primarily engaged in purchasing, selling, producing,
trading, manufacturing or otherwise dealing in all aspects of research,
design, engineering, installation, commissioning, construction,
operation and maintenance of power generation plants and power systems.
Secondary segment (geographical segment)
The businesses are organized into two key geographic segments
(reportable secondary segment) i.e. domestic and exports. Revenues are
attributable to individual geographic segments based on the location of
the customer within India (domestic) and outside India (exports).
The following specifc accounting policies have been followed for
segment reporting :
1 Segment revenue includes net sales (sale of manufactured goods and
traded goods), service income and contract revenue directly identifable
to the segment. Segment results and capital employed includes amounts
directly identifable to each of the segments and which can be allocated
on a reasonable basis. Unallocable income includes interest income and
other income that are not identifable to the segments. Unallocable
expenditure includes corporate expenditure which is not identifable to
any of the segments.
2 Unallocated capital employed includes assets and liabilities which
are not specifcally allocable to individual segments.
3 Segment assets and segment liabilities include those directly
identifable with the respective segments. Unallocated assets include
cash and bank, loans and advances to subsidiaries, accured interest on
fxed deposits, share application money pending allotment, deferred tax
assets, advance for share purchase and investments. Unallocated
liabilities include secured loans, unsecured loans, bank overdraft,
interest accrued but not due, provision for proposed dividend and
income tax liabilities.
9 Disclosure in respect of employee Benefits under Accounting Standard
(AS) Ã 15 (Revised) "Employee Benefits" prescribed by the Companies
(Accounting Standards) Rules, 2006.
a) Defined Contribution Plans: Amount of Rs. 47,215,990 (previous year
Rs. 36,512,085) pertaining to employers' contribution to Provident
Fund, Employees State Insurance fund and superannuation fund is
recognised as an expense and included in "Personnel costs" in Schedule
11.
(vi) Principal actuarial assumptions at the balance sheet date are as
follows:
A. Economic Assumptions
The principal assumptions are the discount rate and salary growth rate.
The discount rate is generally based upon the market yield available on
the Government bonds at the accounting date with a term that matches
that of the liabilities and the salary growth rate takes account of
infation, seniority, promotion and other relevant factors on long term
basis.
(vii) General description of gratuity plan:
Gratuity Plan (Defined Benefit plan)
The Company operates gratuity plan wherein every employee is entitled
to the Benefit equivalent to 15 days salary (includes dearness
allowance) last drawn for each completed year of service. The same is
payable on termination of service, or retirement, or death whichever is
earlier. The Benefits vests after fve years of continuous service. The
Company has set a limit of Rs. 1,000,000 (previous year Rs.1,000,000)
per employee.
10 Related party disclosures
a) Related party and nature of relationship where control exists.
Subsidiary Tecpro Energy Limited
Tecpro International FZE Tecpro Trema Limted
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Microbase Infosolution Private Limited
(w.e.f. 15 April 2010)
Key management personnel
Ajay Kumar Bishnoi
Amul Gabrani
Goldie Gabrani (upto 9 November 2010)
Arvind Kumar Bishnoi
Aditya Gabrani (w.e.f. 10 November 2010)
Amar Banerjee (w.e.f. 2 April 2010)
Related party and nature of the related party relationship with whom
transactions have taken place during the year
Subsidiaries Tecpro Energy Limited
Tecpro International FZE Tecpro Trema Limted
Ajmer Waste Processing Company Private Limited
Tecpro Systems (Singapore) Pte. Ltd.
Bikaner Waste Processing Company Private Limited
Microbase Infosolution Private Limited (w.e.f. 15 April 2010)
Key management personnel
Ajay Kumar Bishnoi
Amul Gabrani
Goldie Gabrani (upto 9 November 2010) Arvind Kumar Bishnoi
Aditya Gabrani (w.e.f. 10 November 2010) Amar Banerjee (w.e.f. 2 April
2010)
Relatives of key management personnel
Bhagwanti Gabrani
Amita Bishnoi
Manju Bishnoi
Rashmi Singh
Enterprises over which key Tecpro Energy Limited*
management personnel exercise Tecpro Trema Limted *
signifcant infuence Tecpro International FZE*
Tecpro Systems (Singapore) Pte. Ltd.*
Microbase Infosolution Private Limited*
Vasundhra Technologies (India) Private Limited
Tecpro Engineers Private Limited
Tecpro Paints Private Limited
Hythro Power Corporation Limited
Tecpro Stones Private Limited
Fusion Fittings (I) Limited
Shriram Cement Limited
BESL Infra-Projects Limited
Individuals owing directly or indirectly, Achal Ghai (upto 11 October
2010)
an interest in voting power and Sonia Ghai (upto 11 October
2010)
signifcant infuence over the enterprise (
including relatives of such
individuals)
Enterprises over which such individuals
exercise signifcant infuence Avigo Venture Investments
Limited (upto 11
October 2010)
11 Amount of Rs. 35,000,000 had been paid during the previous year as
advance consideration towards acquisition of share capital of Microbase
Infosolution Private Limited (MIPL). During the current year, the
Company has purchased 100% shares of MIPL for Rs. 209,100,000 i.e
10,200 equity shares @ Rs. 20,500 per equity share. As a result, MIPL
has become wholly owned subsidiary of the Company with effect from 15
April 2010.
12 Previous year figures in balance sheet have been regrouped / recast
wherever necessary to conform to the current year's
classification/presentation. Further, the current year figures are not
comparable with previous year on account of amalgamation.
Mar 31, 2010
1 Contingent liabilities
(All amounts are in Rupees)
As at As at
31 March 2010 31 March 2009
(i) Guarantee given by the
Company on behalf of others** Ã 3,550,000,000
(ii) Claims against the company
not acknowledged as debt:
Sales tax matters 48,707,442 12,187,272
(iii) Claims against the
company not acknowledged
as debt: Labour matters 1,200,000 Ã
(iv) Demand for additional
price/enhancement cost in
respect of 7,851,378 6,157,216
factory plots situated
in Bawal *
(v) Sales tax liability
against pending forms 1,169,181,783 257,651,596
(vi) The erstwhile Tecpro Ashtech Limited (TAL) has received a show
cause cum demand notice from 'The Additional Commissioner of Central
Excise (Adjudication Cell, Pune 1) for Rs.4,635,888 for Service Tax
pertaining to erection, commissioning and installation activities up to
31 May 2005, TAL has, based on legal advice, responded to the show
cause notice stating that long term contracts entered into by TAL,
which include the aforesaid activities, do not attract Service tax for
the period prior to 1 June 2007. Thereafter TAL registered itself under
works contracts services with effect from 1 June, 2007 and has provided
for the liability.
A personal hearing in respect of the show cause notice was granted by
"The Additional Commissioner of Central Excise (Adjudication Cell, Pune
1) whereby he confirmed the demand of Rs.4,340,929 and further imposed
a penalty of Rs.4,635,888 u/s 78 of Chapter V of Finance Act, 1994. TAL
has, based on legal advice contested the order in appeal before the
Commissioner (Appeals), Central Excise and Customs, Pune-1. The
Commissioner Appeals has remanded the matter back to Adjudicating
Authority for re examination.
(vii) The Company is contemplating filing a Writ with the Rajasthan
High Court challenging the constitutional validity of the Rajasthan Tax
on Entry of Goods into Local Areas Act, 1999 and the Rules made there
under. Where the Writ is filed and the High Court holds the said Act as
ultra virus the Constitution, the Company would not be liable to pay
the disputed Entry tax. In the alternative, in case the said Writ is
dismissed the Company would be liable to pay the disputed Entry tax.
Accordingly, since at this stage the outcome of the Writ cannot be
predicted, the same has been shown as part of the Contingent
liabilities.
'The factory plots belonging to the Company, situated at Bawal were
allotted by the Haryana State Industrial and Infrastructure Development
Corporation Limited (HSIIDCL) in favour of the Company through Regular
Letters of Allotment (RLA) letter dated 23 January 2004 and 9 July
2004.
The Company has received notices dated 4 December 2007 and 29 December
2007 from HSIIDCL for additional price/ enhancement cost amounting to
Rs.7,851,378 (including interest) (previous year Rs.6,157,216
(excluding interest}), in respect of factory plots situated in Bawal.
The Company has filed a writ petition in the Punjab and Haryana High
Court on 8 January 2008 and has obtained a stay order on 9 January
2008. This matter is under adjudication. Pursuant to above, Rs.
7,851,378 (previous year Rs.6,157,216) has been disclosed as
'Contingent liability' in the notes to the accounts.
**ln the previous year the guarantees were given by the Company to
banks on behalf of Tecpro Ashtech Limited and Tecpro Power Systems
Limited. As a result of amalgamation in the current year as explained
in note 2 of schedule 14 of notes to accounts, the amount has been
disclosed as nil.
2 The Company had sought confirmation from its vendors on their status
under Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED
Act") which came into force from 2 October 2006, Based on the
confirmations received till date, the disclosure as required by section
22 of the MSMED Act are given below :-
3 Estimated amount of contracts remaining to be executed on capital
account and not provided for [net of advances of Rs.35,893,456
(previous year Rs.2,498,964)] are Rs.202,582,017 (previous year Rs.
125,637,658).
A) The manufacture, supply, erection, commissioning of a complete Ash
handling Plant as per Customer's specification is spread over several
years. The Company simultaneously manufactures individual component
part and equipment for several plants. The manufactured as well as
bought out components and equipment are invoiced on delivery and are
reflected in the turnover/ income of the year in which they are
delivered. Hence it is not possible to state in which accounting year a
complete plant is manufactured. Therefore the Company has given
quantitative details of manufactured components and equipments only
under actual production, opening stock and similar details of both
manufactured and bought out components and equipment in respect of
turnover/income.
B) In respect of Traveling Water Screens, whilst the components are
invoiced on delivery, and the value is reflected in the turnover of the
year of delivery, for the purpose of quantitative information, a
Traveling Water Screen is treated as having been produced/sold during
the year in which all the critical components required for such
assembly are produced/sold respectively.
# Includes raw materials consumed by fabricators appointed by the
Company
* Grouped as 'Others' are those class of goods which are not identical
in nature and individually do not form 10% or more of the total
consumption.
# Goods purchased for project supplies
* As the goods purchased for project supplies - others are not
identical in nature and individually do not form 10% or more of the
total sales/ stock, break up of quantities and values have not being
given.
** Structure includes Structure Components also.
* As the goods purchased for project supplies - others are not
identical in nature and individually do not form 10% or more of the
total sales / stock, break up of quantities and values have not been
given.
* As the goods purchased for project supplies-others are not identical
in nature and individually do not form 10% or more of the total sales /
stock, break up of quantities and values have not being given.
" The Company depreciates liked assets based on estimated useful life
that are lower / same as those implicit in Schedule XIV of Companies
Act 1956. Accordingly, the rates of depreciation used by the Company
are higher than / same as the minimum rates prescribed by Schedule XIV
of Companies Act, 1956
*Excl dues provision for gratuity and leave encashment (where
applicable) determined on actuarial basis, as these are determined for
the Company as a whole.
4 Disclosure in respect of operating leases under Accounting Standard
(AS) -19 Teases" prescribed by the Companies (Accounting Standards)
Rules, 2006.
a) General description of The Company's operating lease arrangements:
The Company enters into operating lease arrangements for leasing area
offices, factory building, equipments and residential premises for its
employees.
Some of the significant terms and conditions of the arrangements are:
- agreements for most of the premises may generally be terminated by
the lessee or either party by serving one to three to six month's
notice or by paying the notice period rent in lieu thereof.
- the lease arrangements are generally renewable on the expiry of lease
period subject to mutual agreement.
- the Company shall not sublet, assign or part with the possession of
the premises without prior written consent of the lessor.
b) Lease rent charged to the Profit and Loss Account on account of
Minimum lease rentals Rs.269,299,905 (previous year Rs. 118,979,417).
20 Share issue expenses incurred during the financial year ending 31
March 2010 amounting to Rs.3,666,987 (previous year Rs. Nil) pertain
to expenses incurred in connection with the proposed public issue of
equity shares of the Company. In accordance with the provisions of
Section 78 of the Companies Act, 1956, these expenses were charged off
against (he available balance in the 'Share premium' account.
5 The gross block of leasehold land includes Rs.76,086,192 (previous
year Rs.Nil) on account of revaluation of leasehold land belonging to
erstwhile Blossom Automotive Private Limited which has been transferred
to the Company on amalgamation with effect from 1 April 2008.
Consequent to the same, there is an additional charge of depreciation
of Rs.1,001,034 (previous year Rs, Nil) and an equivalent amount has
been withdrawn from revaluation reserve. This has no impact on profit
for the year.
6 Segment reporting
The Segment reporting policy is in conformity with Accounting
Standard-17 on "Segment Reporting", prescribed by the Companies Tecpro
Ashtech Limited and Tecpro Power Systems Limited have been amalgamated
with the Company with effect from 1 April 2009 (also refer note 2 of
schedule 14), consequent to such amalgamation, the Company is also
engaged in the businesses of:
(a) Manufacture of ash handling equipments and undertaking turnkey
projects for ash handling systems.
(b) Erection, Procurement and Construction contracts for setting up the
power plants and also undertaking design and engineering services for
power sector projects.
Pursuant to same, the following primary segmentation is based on the
amalgamated business in which the Company operates. Primary segment
(Business segment) A Material handing systems This segment is primarily
engaged in manufacturing and supply of material handling systems, viz;
a. Supply of conveyor belt, slat conveyors, bucket elevators;
b. Manufacture and or supply of crushers, screens, conveyor
components like idlers and pulleys (rollers);
c. Fabricated steel structures;
d. Providing the services of design, engineering, procurement,
construction and maintenance for air and gas pollution control systems
attached to the industrial plants;
e. Manufacture of ash handling equipments and undertakes turnkey
projects for ash handling system. B Setting up/ supply of power
plants/equipments.
This segment is primarily engaged in purchasing, selling, producing,
trading, manufacturing or otherwise dealing in all aspects of research,
design, engineering, installation, commissioning, construction,
operation and maintenance of power generation plants and power systems.
Secondary segment (Geographical segment)
The businesses are organized into two key geographic segments
(reportable secondary segment) i.e. domestic and exports. Revenues are
attributable to individual geographic segments based on the location of
the customer within India (domestic) and outside India (exports). The
following specific accounting policies have been followed for segment
reporting-:
a. Segment revenue includes safes of manufactured goods, sales of
traded goods and service income directly identifiable to the segment.
b. Expenses (excluding interest expenses, charity and donation,
diminution in value of investment) that are directly identifiable with
the segments are considered for determining segment results.
c. Other income including interest income (excluding sale of scrap,
commission, creditor balance written back, provision no longer required
written back and duty drawback) that are not identifiable to segments
is included in unallowable other income.
d. Segment assets and segment liabilities include those directly
identifiable with the respective segments. Unallocated assets include
cash and bank, loans and advances to subsidiaries, accured interest on
fixed deposits, share application money pending allotment, deferred tax
assets, advance for share purchase and investments. Unallocated
liabilities include secured loans, unsecured loans, bank overdraft,
interest accured but not due, provision for proposed dividend and
income tax liabilities. the nature of activities performed, which
primarily relate to design, engineering, manufacture, supply,
installation and erection of material handling equipments and the
dominant source and nature of risks and returns, business segment is
(he primary segment. However as the Company does not operate in more
than one business segment, disclosures for primary segment as required
under Accounting Standard 17 - "Segment Reporting" have not been given.
7 Disclosure in respect of employee benefits under Accounting Standard
(AS) - 15 (Revised) "Employee Benefits" prescribed by the Companies
(Accounting Standards) Rules, 2006.
a) Defined Contribution Plans: Amount of Rs.36,512,085 (previous year
Rs.19,498,488) pertaining to employers' contribution to Provident
Fund, Employees State Insurance fund and superannuation fund is
recognised as an expense and included in "Personnel costs" in Schedule
11.
b) The disclosures for gratuity cost is given below:
(i) The changes in the present value of obligation representing
reconciliation of opening and closing balances thereof are as follows:
(vi)Principal actuarial assumptions at the balance sheet date are as
follows:
A. Economic Assumptions
The principal assumptions are the discount rate and salary growth rate.
The discount rate is generally based upon the market yield available on
the Government bonds at the accounting date with a term that matches
that of the liabilities and the salary growth rate takes account of
inflation, seniority, promotion and other relevant factors on long term
basis.
(vi) General description of gratuity plan: Gratuity Plan (Defined
benefit plan)
The Company operates gratuity plan wherein every employee is entitled
to the benefit equivalent to 15 days salary (includes dearness
allowance) last drawn for each completed year of service. The same is
payable on termination of service, or retirement, or death whichever is
earlier. The benefits vests after five years of continuous service. The
Company has set a limit of Rs.1,000,000 (previous year Rs.350,000)
per employee.
## Guarantees and collateral security given by Ajay Kumar Bishnoi, Amul
Gabrani and Bhagwanti Gabrani (relative of a director) for various
facilities taken by the Company from a bank with a limit of
Rs.17,463,200,000 {previous year Rs.5,700,000,000) *
@ Ajay Kumar Bishnoi and Amul Gabrani have pledged their shares in the
Company with a bank for credit facilities taken by erstwhile
Tecpro Ashtech Limited with a limit of Rs.2,600,000,000 (previous year
Rs. Nil)*
* Also refer to schedule 3 of the financial statements Figures in
bracket refer to previous year 31 March 2009
8 The Company had executed a contract in respect of which debts
amounting to Rs.56,634,416 are outstanding as at the year end. The
Company has made a provision of Rs.37,397,090, as the management
believes the same is doubtful of recovery. The balance Rs.19,237,326
are considered recoverable by the management since the Company has
received performance guarantee certificates from the customer.
Further, the Company has issued bank guarantees amounting to Rs.
47,700,000 towards liquidated damages for the aforesaid contract. These
bank guarantees were issued to recover amounts withheld by the customer
including claims for rectification. The customer has not till date
released or utilized any of the bank guarantees provided by the
Company. Accordingly, management believes that there will be no claims
on account of liquidated damages and hence has not provided for the
same.
9 The Company's exposure in respect of foreign currency denominated
assets and liabilities not hedged by derivative instruments or
otherwise are as follows-:
10 Amount of Rs.35,000,000 has been paid as advance consideration
towards acquisition of share capital of Microbase Infosolution Private
Limited {MlPL). Subsequent to the year end, the Company has purchased
100% shares of MIPL for Rs.209,100,000 that is 10,200 equity shares @
Rs.20,500 per equity share. As a result, MIPL has become wholly owned
subsidiary of the Company with effect from 15 April 2010.
11 Previous year figures in balance sheet have been regrouped / recast
wherever necessary to conform to the current year's classification/
presentation. Further, the current year figures are not comparable with
previous year on account of amalgamation.
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