Mar 31, 2013
1.1) RELATED PARTIES DISCLOSURE (As per Accounting Standard 18): * (a)
List of Related Parties:
(i) Key Management Personnel
Mr. Kiran N. Merita - Chairman & Managing Director
Mr. Kailash S. Agarwal - Managing Director (ii) Relatives of Key
Management Personnel
(With whom company has entered into transactions during the year)
Mr. Karunesh S. Agarwal - Relation - (Brother of Mr. Kailash S.
Agarwal) (iii) Enterprises over which Key Managerial person have
significant influence
K. K. Enterprises
Varun Real Estate (India) Pvt. Ltd. (iv) Subsidiary Companies
Shri Sai Jewels Pvt. Ltd!
Varun Jewels Pvt. Ltd.
Varun Petroleum Corporation Pvt. Ltd.
Varun Minerals Corporation Pvt. Ltd.
Varun Holdings Ltd., Mauritius
Varun Petroleum Ltd., Mauritius
Varun Mines & Minerals Ltd., Mauritius (v) Step down Subsidiary
Companies
Varun International Trading FZE, UAE
Varun Global Trading Pte. Ltd., Singapore
Varun Petroleum SARL, Madagascar (Discontinued from 29th March, 2013)
Oil & Gas Incorporation SARL, Madagascar (Discontinued from 29th March,
2013)
Varun International SARL, Madagascar (Discontinued from 29th March,
2013)
Madagascar Energy Corporation SARL, Madagascar (Discontinued from 29th
March, 2013)
Varun Energy Corporation SARL, Madagascar (Discontinued from 29th
March, 2013)
Varun SARL, Madagascar (Discontinued from 29th March, 2013) (vi)
Associate
Varun Torian International SARL, Madagascar (Discontinued from 29th
March, 2013)
1.2) Contingent Liabilities
(i) Disputed Demand raised by Income Tax department for several
financial years of Rs.31.78 Crore is under appeal and rectification.
(ii) Disputed Demand raised by Sales Tax dept. for the FY 2007-08 is
Rs.5.28 Cr. against which company has filed appeal and deposited Rs.0.53
Cr.
(iii) Deposit of Rs.39.54 Lacs with Rajasthan Entry Tax Department
against the 50 % Entry Tax liability for the period F.Y. 06-07 Rs.0.16
lac, F.Y. 07-08 Rs.5.79 Lacs, F.Y. 08-09 Rs.14.92 lac, F.Y. 09-10 Rs.18.66
lac. However an appeal has been filed with Honorable Supreme Court for
refund of the deposit and management is hopeful for favorable decision.
(iv) Disputed demand by various parties of ^10.78 Crore is under
litigation in various court.
(v) Corporate Guarantee issued in favour of banks for their credit
facility to Varun Jewels Pvt. Ltd. of Rs.18,300.00 lac.
(vi) Corporate Guarantee issued in favour of banks for their credit
facility to Shri Sai Jewels Pvt. Ltd. of ^6,480.00 lac.
(vii) Corporate Guarantee issued in favour of bank for credit facility
to M/s. K.K. Enterprises of Rs.1,200.00 lac.
(viii) Corporate Guarantee issued in favour of bank for credit facility
to Varun International Trading FZE, UAE of USD 30 mn.
1.3) The Company has opted for accounting the exchange difference of
long term foreign currency monetary items in line with Companies
(Accounting Standards) Amendment Rules 2009 notified on 31st March
2009. Accordingly, the net exchange loss of Rs.319.41 lac (P.Y. Exchange
Loss of Rs.479.07 lac) relating to long terra foreign currency monetary
items has been reduced / added to the cost of respective fixed assets.
1.4) Figures for the previous year have been regrouped and/or
reclassified, wherever necessary to confirm with current year''s
classification / disclosure.
Mar 31, 2012
1.1) The Company has one class of Equity Shares having a par value of
Rs. 10/- each. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors and approved by
the shareholders in the Annual General Meeting is paid in Indian
rupees. In the event of liquidation, the equity shareholders are
eligible to receive the remaining assets of the Company after
distribution of all preferential amount, in proportion to their
shareholding.
2.1) Foreign Currency Term Loan from Indian Bank outstanding Rs.
287.77 lac (P.Y. Rs. 414.00 lac) for Vasai Plant is secured by way of
charge on Equitable Mortgage of Land & Building, Hypothecation of Plant
& Machinery purchased by availing such term loan and personal
guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal. The Term
Loan is further secured by second Pari Passu charge on the current
assets of the Company. The term loan is repayable in remaining 9 equal
quarterly installments by Apr' 2014 and interest rate is linked with
6 months LIBOR plus 5%.
2.2) Foreign Currency Term Loan from UCO Bank outstanding Rs. 318.98
lac (P.Y. Rs. 689.36 lac) for Jodhpur Plant is secured by way of first
charge on Equitable Mortgage of Land & Building, Hypothecation of Plant
& Machinery purchased by availing such term loan and personal
guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal. The Term
Loan is further secured by second Pari Passu charge on the current
assets of the Company. The term loan is repayable in remaining 1
quarterly installments by May' 2012 and interest rate is linked with
6 months LIBOR plus 7.85%.
2.3) Term Loan from IDBI Bank outstanding of Rs. 601.69 lac (PY. Nil)
for Nashik Plant is secured by way of exclusive charge on Equitable
Mortgage of Land & Building, Hypothecation of Plant & Machinery
purchased by availing such term loan and personal guarantees of Shri
Kiran N. Mehta and Shri Kailash S. Agarwal. The term loan is repayable
in remaining 21 equal monthly installments and carries interest rate of
13.50%.
2.4) Three Foreign Currency Term Loans from State Bank of Travancore
outstanding of Rs. 423.51 lac, Rs. 325.11 lac and Rs. 2050.52 lac
respectively, totalling to Rs. 2799.15 lac (P.Y. Rs. 2776.06 lac) for
Wind Power Projects are secured by way of exclusive charge on the Fixed
Assets of the Wind Power Projects, Fixed Deposits under lien with bank
and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S.
Agarwal. The term loan is repayable in remaining 9,15 and 37 quarterly
installments and interest rate is linked with 6 months LIBOR plus 7
bps.
2.5) Rupee Term Loans from Central Bank of India outstanding Rs.
672.63 lac and in Foreign Currency outstanding of Rs. 1288.19 lac (P.Y.
Nil) for Wind Power Project are secured by way of exclusive charge on
the Fixed Assets of the Wind Power Projects and personal guarantees of
Shri Kiran N. Mehta and Shri Kailash S. Agarwal. The term loan is
repayable in remaining 27 quarterly installments by Oct' 2019 and
interest rate is 14% and 6 months LIBOR plus 7 bps.
2.6) Term Loans from Indian Bank outstanding Rs. 873.52 lac (PY. Rs.
1262.85 lac) for Oil Rig is secured by way of exclusive charge on the
Fixed Assets of the Oil Rig and personal guarantees of Shri Kiran N.
Mehta and Shri Kailash S. Agarwal. The term loan is repayable in
remaining 9 equal quarterly installments and carries interest rate of
12.75%.
2.7) Vehicle Loans are secured by way of hypothecation of the
respective vehicles.
2.8) As on 31.03.12 continuing default in repayment of interest due in
Feb'12 of term loan from Central Bank of India of Rs. 7.89 lac (paid
on 24.04.12) and for interest due in Feb'12 of term loan from UCO
Bank of Rs. 2.12 lac (paid on 28.04.12).
2.9) As on 31.03.12 continuing default in repayment of installment due
in Feb'12 of term loan from UCO Bank of Rs. 157.28 lac and for
installment due in Mar'12 of term loan from IDBI Bank of Rs. 31.25
lac.
3.1) Export Packing Credit, FDBP Credit Limits and Cash Credit Limits
are secured by first charge/hypothecation of Stock/ inventory,
receivables including export receivables and advances to suppliers of
the Company as well as on immovable properties (shops & flats) owned by
its directors, Fixed Deposits under lien with bank, second Pari Passu
charge on Land & Building, Plant & Machinery of Vasai Plant and Jodhpur
Plant, first Pari Passu charge on the properties at Byculla and
personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.
4.1) RELATED PARTIES DISCLOSURE (As per Accounting Standard 18):
(a) List of Related Parties:
(i) Key Management Personnel
Mr. Kiran N. Mehta - Chairman & Managing Director Mr. Kailash S.
Agarwal - Managing Director Mr. Varun K. Mehta - Director
(ii) Relatives of Key Management Personnel
(With whom company has entered into transactions during the year)
Mr. Karunesh S. Agarwal
(iii) Enterprises over which Key Managerial person have significant
influence K.K. Enterprises
SRK Consortium Capital Advisors LLP Classic Centre Developers Pvt. Ltd.
Jaipur Centre Developers Pvt. Ltd.
Jaipur Centre Infraprojects Pvt. Ltd.
Sure King Varun (Hong Kong) Ltd.
Sure King Varun International Ltd.
Triple A Developers Pvt. Ltd.
Varun Real Estate (I) Pvt. Ltd.
Varun Incorporation Ltd., Hong Kong Varun Global Agriculture SARL,
Madagascar
(iv) Subsidiary Companies Shri Sai Jewels Pvt. Ltd.
Varun Jewels Pvt. Ltd.
Varun Petroleum Corporation Pvt. Ltd.
Varun Minerals Corporation Pvt. Ltd.
Varun Holdings Ltd., Mauritius Varun Petroleum Ltd., Mauritius Varun
Mines & Minerals Ltd., Mauritius
(v) Step down Subsidiary Companies Varun International Trading FZE, UAE
Varun Global Trading Pte. Ltd., Singapore Varun Petroleum SARL,
Madagascar
Oil & Gas Incorporation SARL, Madagascar Varun International SARL,
Madagascar Madagascar Energy Corporation SARL, Madagascar Varun Energy
Corporation SARL, Madagascar Varun SARL, Madagascar
(vi) Associate
Varun Torian International SARL, Madagascar
4.2) Contingent Liabilities
(i) Disputed Demand raised by Income Tax department for several
financial years of Rs. 45.36 Crore is under appeal and rectification
(ii) Disputed Demand raised by Sales Tax dept. for the FY 2007-08 is
Rs. 5.28 Cr. against which company has filed appeal and deposited Rs.
0.53 Cr.
(iii) Corporate Guarantee issued in favour of banks for their credit
facility to Varun Jewels Pvt. Ltd. of Rs. 18,300.00 lac.
(iv) Corporate Guarantee issued in favour of banks for their credit
facility to Shri Sai Jewels Pvt. Ltd. of Rs. 6,480.00 lac.
(v) Corporate Guarantee issued in favour of bank for credit facility to
M/s. K.K. Enterprises of Rs. 1,200.00 lac.
(vi) Corporate Guarantee issued in favour of bank for credit facility
to Varun International Trading FZE, UAE of USD 30 mn.
4.3) Exceptional Items:-
Discount Provided to Debtors -We have provided for 10% discount to our
major customers due to adverse global market conditions.
4.4) The Company has opted for accounting the exchange difference of
long term foreign currency monetary items in line with Companies
(Accounting Standards) Amendment Rules 2009 notified on 31st March
2009. Accordingly, the net exchange loss of Rs. 479.07 lac (P.Y.
Exchange Gain of Rs. 7.86 lac) relating to long term foreign currency
monetary items has been reduced / added to the cost of respective fixed
assets.
4.5) Consequent to inadequacy of profits for the year, Under Section
198, 269, 309, read with Schedule XIII of the Companies Act, 1956, the
remuneration paid to Managerial Personnel has resulted in an excess
payment by Rs. 2.09 crores, for which steps are being taken by Company
for recovering the excess remuneration.
4.6) The revised Schedule VI has become effective w.e.f. 1st April
2011 for the preparation of financial statements. This has
significantly impected the disclosure and presentation made in
financial statements. Figures for the previous year have been regrouped
and/or reclassified, wherever necessary to confirm with current
year's classification / disclosure.
Mar 31, 2010
1) EQUITY SHARE WARRANTS
In terms of approval of the members of the Company and as per
applicable statutory provisions including SEBI (Disclosure and Investor
Protection) Guidelines 2000, the Company on 27th August 2009, has
issued 70,00,000 Equity Share Warrants on preferential basis to
promoters entitling them to apply for equivalent number of fully paid
up equity shares of Rs. 10/- each of the Company, at a price of Rs.
43.20 per equity share. The warrant holders have a right to apply for
equity shares within18 months from the date of allotment of such equity
share warrants. Subscribers have deposited non-refundable amount of Rs.
7,56,00,001/-, equivalent to 25% of total consideration which is shown
as Equity Share Warrants in the Balance Sheet, pending exercise
thereof.
The amount so received has been utilized for the purpose for which it
was raised, namely, working capital requirements of the Company.
2) SECURED LOANS
i) Term Loan from bank for Vasai Plant is secured by way of first
charge on Equitable Mortgage of Land & Building, Hypothecation of Plant
& Machinery purchased and to be purchased by availing such term loan
and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S.
Agarwal. The Term Loan is further secured by second Pari Passu charge
on the current assets of the Company.
ii) Term Loan from bank for Jodhpur Plant is secured by way of first
charge on Equitable Mortgage of Land & Building, Hypothecation of Plant
& Machinery purchased and to be purchased by availing such term loan
and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S.
Agarwal. The Term Loan is further secured by second Pari Passu charge
on the current assets of the Jodhpur plant of the Company.
iii) Term Loans from bank for Wind Power Projects are secured by way of
exclusive charge on the Fixed Assets of the Wind Power Project, Fixed
Deposits under lien with bank and personal guarantees of Shri Kiran N.
Mehta and Shri Kailash S. Agarwal.
iv) Term Loans from bank for Oil Rig is secured by way of exclusive
charge on the Fixed Assets of the Oil Rig and personal guarantees of
Shri Kiran N. Mehta and Shri Kailash S. Agarwal.
v) Export Packing Credit and FDBP Credit Limits are secured by first
charge/hypothecation of Stock/inventory, receivables including export
receivables and advances to suppliers of the Company as well as on
immovable properties (shops & flats) owned by its directors and Fixed
Deposits under lien with bank and second Pari Passu charge on Land &
Building, Plant & Machinery of Vasai Plant and Jodhpur Plant and
personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.
vi) Cash Credit Limit of the Company is secured by first
charge/hypothecation of Stock/inventory, receivables including export
receivables and advances to suppliers of the Company as well as on
immovable properties (shops & flats) owned by its directors and Fixed
Deposits under lien with bank and second Pari Passu charge on Land &
Building, Plant & Machinery of Vasai Plant and Jodhpur Plant and
personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.
vii) Vehicle Loans are secured by way of hypothecation of the
respective vehicles.
viii) Short Term Loan is secured by first charge on the current assets
and second charge on the fixed assets of plant at Vasai and Jodhpur and
personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.
3) AMALGAMATION
(i) During the year, the Company has amalgamated with itself its
wholly owned subsidiary viz. Nagina Hotel Pvt. Ltd. vide scheme of
Amalgamation w.e.f. 1st January 2010. The said scheme of Amalgamation
has been approved by the Honorable High Court of Mumbai vide its order
passed on 25th June 2010. All the assets & liabilities of the said
subsidiary have been vested with the Company at Book Values and the
same have been accounted for in accordance with AS-14 "Accounting for
Amalgamations" issued by the Institute of Chartered Accountants of
India.
(ii) Current year figures are after amalgamation of its 100% subsidiary
(Nagina Hotel Pvt. Ltd.) w.e.f. 1st January 2010. Previous year
figures are not comparable to that extent.
4) RELATED PARTIES DISCLOSURE (As per Accounting Standard 18): a) List
of Related Parties:
I) Key Management Personnel
Mr. Kiran N. Mehta - Chairman & Managing Director
Mr. Kailash S. Agarwal - Managing Director
Mr. Varun K. Mehta - Director
ii) Relatives of Key Management Personnel
(With whom company has entered into transactions during the year)
Mr. Karunesh S. Agarwal
iii) Enterprises over which Key Managerial
person have significant influence
K.K. Enterprises
Varun Earthtech Limited
Varun Real Estate (I) Pvt. Ltd.
Varun Capital Market Advisory Pvt. Ltd.
Saishree Mines and Minerals India Pvt. Ltd.
Varun Incorporation Ltd., China
Varun Incorporation Ltd., Hong Kong
Varun Petroleum SARL, Madagascar
Varun Agriculture SARL, Madagascar
Varun International SARL, Madagascar
Varun Global Agriculture SARL, Madagascar
Madagascar Energy Corporation, Madagascar
Madagascar Agriculture Corp. SARL, Madagascar
iv) Subsidiary Companies.-
Shri Sai Jewels Pvt. Ltd.
Varun Jewels Pvt. Ltd.
Varun Petroleum Corporation Pvt. Ltd.
Varun Minerals Corporation Pvt. Ltd.
Varun Holdings Ltd., Mauritius
Varun Mines & Minerals Ltd., Mauritius
Varun Petroleum Ltd., Mauritius
9) CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES
a. Capital Commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for Nil (P.Y. Rs. 62.00 lac).
b. Contingent Liabilities
i) The Income Tax assessments of the Company have been completed up to
Assessment Year 2006-07. The disputed demand outstanding up to the said
Assessment Year is Rs. 10.11 lac. The applications for rectification
are pending with Income Tax Department. After rectification demand will
not be sustainable, so no provision is required.
ii) Deposits in Schedule 9 of Balance Sheet include Rs. 1.00 Crore
deposited with Custom Department against the fine and penalty levied by
them. However, an appeal has been filed with Customs, Excise & Service
Tax Appellate Tribunal, West Zone, Mumbai for refund of the deposit and
management is hopeful for favourable decision.
iii) Corporate Guarantee issued in favour of banks for their credit
facility to M/s Varun Jewels Pvt. Ltd. of Rs. 10,900.00 lac.
iv) Corporate Guarantee issued in favour of banks for their credit
facility to M/s Shri Sai Jewels Pvt. Ltd. of Rs. 2,400.00 lac.
v) Corporate Guarantee issued in favour of bank for credit facility to
M/s K.K. Enterprises of Rs. 1,200.00 lac.
5) The Company has opted for accounting the exchange difference of
long term foreign currency monetary items in line with Companies
(Accounting Standards) Amendment Rules 2009 notified on 31" March 2009.
Accordingly, the Exchange Gain of Rs. 465.83 lac (Prev. Year Exchange
Loss of Rs. 1065.02 lac) relating to long term foreign currency
monetary items has been deducted from the cost of respective fixed
assets.