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Notes to Accounts of W S Industries (India) Ltd.

Mar 31, 2015

First charge on the company's immovable and movable fixed assets, present and future, as set out hereunder:

1. Term Loans availed and outstanding to banks, aggregating to ? 472.37 million are secured by the first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land on pari passu basis.

2. Working Capital Term Loans and Funded Interest Term Loans restructured during the year by banks and outstanding to banks, aggregating to ? 738.29 million are secured primarily by a first charge on the current assets of the company and further secured by a second charge on the Fixed assets of the Company on pari passu basis.

3. Security has been created on NCD of Rs. 240 million in favour of IDBI Trusteeship Services Limited on behalf of the Debentureholders and in favour of Allium Finance Ltd. and Edelweiss Asset Reconstruction Company Ltd. for the Term Loans aggregating to Rs.797.50 million on the block assets of the company situated at the Vizag Plant and on 5 acres of land situated at Porur, Chennai on pari passu basis among these lenders and pledge of29,70,000 equity shares of the Promoters.

4. Security Receipts of Rs. 249.62 million classifed as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 15.08 acres of land and also secured by block assets of the company situated at Vizag.

Terms of Repayment

Outstanding Bank Term Loans are payable in terms of the restructuring schedules agreed to with the banks.

For NCD, and loan to the tune of Rs.797.50. million availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed consisting of Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded, ranking pari-passu among themselves.

Rs. in Million

THIS YEAR PREVIOUS YEAR

5. CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

I Contingent Liabilities

(a) Guarantees 442.27 650.14

(c) Corporate Guarantees issued 35.08 35.02

(d) Customs Duty on Bonded Materials 1.34 0.78

(e) Tax disputes Income Tax 7.45 12.77

(f) Arrears of dividend on Cumulative redeemable Preference Shares 46.83 34.70

(g) Labour Disputes 15.00 15.00

(h) Additional Demand on account of reassessment of Property Tax 28.52 -

(i) Additional Demand for Panchayat Licence Fees 0.15 -

(j) Overdue Interest on instalment and interest on unpaid interest 119.72 -

II Commitments

(a) Estimated amount of contracts remaining to bee xecuted on capital account and not provided for - 6.82 0.02

(b) In respect of Voluntary Retirement Scheme offered by the company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years 318.89 318.89

In respect of the dispute pertaining to the sale of the additional lands at Porur, Chennai covered under the Framework Agreement, at the instance of M/s. Mantri Premier Homes Private Limited and M/s. Mantri Developers Private Limited, the matter has been referred to the arbitral tribunal in terms of the said agreement.

6. In respect of the appeal filed by the Company in DRAT, Chennai against the order of DRT, Bangalore directing the issue of Debt Recovery Order in favour of ING Vysya Bank Ltd which has since assigned its receivables and recoverbles to International Asset Resconstruction Company (IARC), the Company has entered in to a settlement agreement with them and on application by the company, the same has been taken on record by DRAT, Chennai. Both IARC and the Company are taking necessary action taking on record the settlement reached between the parties and for return of the original documents filed with them.

7. In respect of the appeal filed by the Company in High Court at Hyderabad against the order of The A.P. State Micro & Small Enterprises Facilitation Council, Hyderabad the matter has been referred back to the tribunal for assessment of the actual interest payable and to the City Civil Court, Hyderabad to re-assess the case after giving reasonable opportunity to both parties. .

8. Balaji Electrial Insulators Private Limited, a supplier has filed a summary suit before Court Additional Senior Civil Judge (Rural) Mirsapur, Ahmedabad for the recovery of amounts due to them for the supply of insulators made by them and the matter is pending before the said court.

9. The Company has pledged its shareholding in its wholly owned subsidiary W.S T&D Limited in favour of Tractors & Farm Equipments Limited for the amount due to them by the subsidiary.

10. Mortgage has been created during the year in favour of Edelweiss Asset Reconstruction Company Limited (EARC) in respect of the vacant land of the Company admeasuring 2.214 acres in RS No.38/1 situated at Sedarapet Village adjacent to PPIDC Estate, Pondicherry as additional security for the term loans advanced to the Company by Allium Finance Private Limited and Edelweiss Asset Reconstruction Company Limited and for the Non Convertible Debentures subscribed by the debenture holders through IDBI Trusteeship Services Limited acting as trustee on their behalf.

11. Vacant land of the Company admeasuring 2 acres 12 guntas (2.3 acres) in Survey No.80, Block Nos. 9-20 of Settigere Village, Karnataka has been mortgaged during the year in favour of M/s. Trinity Infraventures Limited towards security forthe amount of ? 60 million secured from them.

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are

Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered fordisclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Disclosure of Related Party transactions, as required under Accounting Standard (AS) 18 of The Companies (Accounting Standards) Rules, 2006:

(a) List of Related Parties:

Subsidiary Companies Director Key Management Relative of Personnel Director

W.S.T&D Limited Sri.V.Srinivasan SSuresh Sri.Narayan W.S. Electric Limited Sethuramon

Subsidiary Companies Other related Parties

W.S.T&D Limited W.S. International (P) Ltd. W.S. Electric Limited Ashwini Services and Consultancy Ltd.

The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date. The figures for the current period are for a period of 6 months and hence are not directly comparable with those of the previous year.


Sep 30, 2014

1. Loss from Operations

During the year under review:

a) cost of all inputs increased significantly.

b) non-availability of adequate Working Capital has affected the operations of the company.

However, the company is pursuing its turn around plans with monetization of the real assets and thus revive the operations.

Once the turn around plan is successfully implemented, the company is expected to come back to normal operations with improved networth.

2. SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

3. The figures for the current year are for a period of 12 months whereas those of the previous year are for a period of 18 months and hence are not directly comparable.

4. The 925,000 Non-convertible, Redeemable and cumulative Preference Shares of Rs. 100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by the Overseas Investors, viz., Credit Renaissance Fund Ltd. and Credit Renaissance Development Fund L.P. and due for redemption on 3rd October, 2014 has been extended by the above shareholders by a further period of one year, i.e., upto 2nd October, 2015.

350,000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. due for redemption on 28th February, 2013 was rolled over by the above shareholder for a further period of five years.

5. First Charge on the company''s immovable and movable fixed assets, present and future:

i) Term Loans availed and outstanding to banks, aggregating to Rs. 462.73 million are secured by pari passu first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land.

ii) Security has been created on NCD of Rs. 300 million in favour of IDBI Trusteeship Services Limited for and on bahalf of the Debentureholders and in favour of Allium Finance Ltd. and Edelweiss Asset Reconstruction Company Ltd. for the Term Loans for Rs. 400 million each respectively on the block assets of the company situated at the Vizag Plant and on 5 acres of land situated at Porur, Chennai on first pari passu charge basis equally among themselves and pledge of 29,70,000 equity shares of the Promoters.

iii) Security Receipts of Rs. 249.62 million classifed as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 15.08 acres of land and also secured by block assets of the company situated at Vizag.

6. Terms of Repayment

Outstanding Bank Term Loans are payable in 11 quarterly instalments from Sep. 14 in terms of the schedules agreed to with the banks.

For NCD, and loan to the tune of Rs. 800 millionm availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

For the Security Receipt of Rs. 249.62 million, term of the SR is linked to the proceeds of sale of land.

7. Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed on including Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded ranking pari-passu among themselves.

Rs. in Million

THIS YEAR PREVIOUS YEAR

Note 8

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

I Contingent Liabilities

(a) Guarantees 650.14 827.37

(c) Corporate Guarantees issued 35.02 72.97

(d) Customs Duty on Bonded Materials 0.78 1.98

(e) Tax disputes Income Tax 12.77 11.97

(f) Arrears of dividend on Cumulative redeemable Preference Shares 34.70 24.26

(g) Labour Disputes 15.00 -

II Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for - 0.02 1.51

(b) In respect of Voluntary Retirement Scheme offered by the company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years 318.89 35.82

Note 9

On transfer of possession of 10.08 acres of land at Porur, Chennai to Mantri Premier Homes Private Ltd. (MPHPL), the same was recognized as sale of land in the books of the Company during the preceding financial year. However, the mortgage created in favour of MPHPL for the amounts received from them pending execution of the sale deed on securing necessary approvals, in their favour continued to remain for the additional amounts received from them during the current financial period under review.

Note 10

ING Vysya Bank Ltd (formerly The Vysya Bank Ltd) who had earlier granted working capital credit facilities to the Company''s erstwhile subsidiary had secured a Debt Recovery order from DRT Bangalore representing that the Company had given Corporate guarantee for Rs. 11.06 Crores for the above facilities, while the above guarantee was furnished to another bank, who had already filed an application before DRT 1, Chennai for recovery of amounts due to them. The Company had since entered into a Memo of Compromise with that Bank and the same was taken on record by DRT1, Chennai and had ordered the return of the original document (Guarantee for Rs. 11.06 Crores) to the Company vide their order dated 25th September 2002. Accordingly the Bank had returned the original guarantee furnished to them by the company duly cancelled. The Company had filed an appeal before DRAT, Chennai for the withdrawal of the Debt Recovery order issued by DRT, Bangalore and had secured an interim stay from DRAT, pending disposal of the appeal.

Note 11

One Pragathi Fabricators misrepresented to be the supplier of the Company for its Project Engineering and Services division and had secured an award dated 11.11.2011 for Rs. 21,47,430 plus future interest applicable thereon against the Company under MSMED at 2006 from The A.P. State Micro & Small Enterprises Facilitation Council, Hyderabad. The Company had contested the above award and had made a deposit of Rs. 16,16,573 representing 75% of the above award. The Company on application to the Honourable High Court at Hyderabad has also secured an order directing the tribunal to assess the exact quantum of interest applicable on the award and the City Civil Court, Hyderabad to hear and dispose the case after giving reasonable opportunities to both the parties.

12. Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Note No 13

The Company has entered into an understanding with International Asset Reconstruction Co Ltd (IARC) towards the settlement of a Corporate Guarantee for Rs. 25 Lacs furnished to The Vysya Bank Ltd (now known as ING Vysya Bank Ltd), who have since assigned their rights, title and interest in the Financing Documents and any underlining security interests, pledges and or guarantees in respect of the loans, to IARC under a deed of assignment towards discharge of above guarantee and all other obligations to IARC. The Company has effected a payment of Rs. 10 lacs against the liability already created in this regard under "other liabilities" and the balance payment is to be effected on or before 31st January, 2015.

The Company''s shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

The figures for the previous year are for a period of 18 months and hence are not directly comparable with those of the current year.


Sep 30, 2013

1 LOSS FROM OPERATIONS

During the year under review:

a. cost of all inputs increased significantly.

b. selling price witnessed drastic reduction consequent to dumping of electrical insulators by Chinese manufacturers

c. exchange fluctuations adversely affected the imports.

Nevertheless, company took various initiatives to arrest the operating loss. Despite that for the third year, the company incurred loss from Operations.

However, the company is pursuing its turnaround plans with monetization of the real assets and thus revive the operations. It is pointed out that the continuous losses had affected the net worth of the company which dropped by more than 50% from its peak level. Regardless of it, once the turnaround plan is successfully implemented, the company is expected to back to normal operations with improved net worth.

2 SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

3 The Financial Statement for the current period have been drawn for the period from 1st April, 2012 to 30th Sept., 2013 (18 months) after receipt of letter of approval from Registrar of Companies vide their letter dt. 20th Feb., 2013.

Accordingly current year figures are not comparable with those of previous year which is of 12 months.

The 925,000 Non-convertible, Redeemable and cumulative Preference Shares of Rs.100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by the Overseas Investors, viz., Credit Renaissance Fund Ltd. and Credit Renaissance Development Fund L.P and due for redemption on 3rd October, 2013 has been extended by the above shareholders by a period of one year, i.e., up to 3rd October, 2014.

350,000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. due for redemption on 28th February, 2013 was rolled over by the above shareholder for a further period of five years.

The above Term Loans and Current maturities of long term loans are secured by the :

First Charge on the company immovable and movable fixed assets, present and future:

i) Term Loans availed and outstanding to banks, aggregating to Rs. 316.70 million are secured by pari passu first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land.

ii) NCD of Rs. 300 million and the Term Loans secured from NBFC & ARC Trust aggregating to Rs. 800 million are secured by pari passu first charge on the block assets of the company situated at the Vizag Plant and 5 acres of land at Chennai.

iii) Security Receipts of Rs. 249.62 million classified as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 10.08 acres of land and also secured by block assets of the company situated at Vizag.

Terms of Repayment

Outstanding Bank Term Loans are payable in 11 quarterly installments from Sept., 2013

For NCD, and loan to the tune of Rs. 800 million availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

For the Security Receipt of Rs. 249.62 million terms of the Security Receipt is linked to the proceeds of sale of land.

Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed on including Cash Credit, Packing Credit, WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded ranking pari-passu among themselves.

NOTE 1 (Rs. in Million)

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR : THIS YEAR PREVIOUS YEAR

(I) Contingent Liabilities

(a) Guarantees 827.37 842.24

(b) Letters of Credit in favour of suppliers of Raw materials, Capital - 40.43 Goods, etc. excluding the value of materials received and bills accepted there against

(c) Corporate Guarantees issued 72.97 50.80

(d) Customs Duty on Bonded Materials 1.98 6.28

(e) Tax disputes

i) Excise and Service tax - 0.07

ii) Income Tax 11.97 7.97

(f) Arrears of dividend on Cumulative redeemable Preference Shares 24.26 12.13

(II) Commitments

(a) Estimated amount of contracts remaining to be executed on 1.51 4.47 capital account and not provided for -

(b) In respect of Voluntary Retirement Scheme offered by the 35.82 13.53 company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.


Mar 31, 2012

1 SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2 REGROUPING OF FIGURES

The previous year's figures have been regrouped and rearranged wherever necessary.

The 925,000 Non-convertible, cumulative and Redeemable Preference Shares of Rs 100/- each fully paid up bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P. on 3rd 0ct.2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 03 Oct. 2013.

350,000 Non-convertible, cumulative, Redeemable Preference Shares Rs 100/- each fully paid up have been allotted to Vensunar (P) Ltd. On 13.07.2009 at a coupon rate of 10% to be redeemed on or before 28.02.2013.

The above Term Loans and Current maturities of long term loans are secured by the :

First Charge on the company's immovable and movable fixed assets, present and future:

i) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs 1,166.21 Million which shall rank pari passu among them.

ii) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers' credit facility for which bills have been co-accepted by these banks.

iii) In respect of a Term loan of Rs 250 Million, charge is yet to be created.

Terms of Repayment

The balance outstanding of Rs 77 million availed in Oct 2008 is repayable in equal quarterly installments of Rs 11 million each, starting from June 2011.

The balance outstanding of Term Loan of Rs 457.70 million is repayable in 16 quarterly installments starting from Dec 2011.

The balance outstanding in the Foreign Currency loan equivalent to US $ 10.79 Million is repayable in quarterly installments starting from Sept. 2012.

The balance outstanding in theTerm loan of Rs 20.79 Million is fully repayable in Sept. 2012.

The balance outstanding in the Term loan of Rs 43.17 Million is fully repayable in Sept. 2013.

The balance outstanding in the Term loan of Rs 8 Million is repayable in quarterly installments of Rs 2 Million each commencing from Oct. 2011.

The Term Loan of Rs 250 million is repayable fully in June 2012.

Loans from Banks, both for Chennai Unit and Vizag Unit, availed on Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the immoveable and moveable fixed assets of the respective Units of the Company ranking pari-passu among themselves for the units for which facilities have been extended based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Company's term lenders in favor of -

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Chennai Unit.

ii) The Bankers for the Working Capital facilities sanctioned for Vizag Unit.

NOTE 3 (Rs in Millions)

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR : THIS YEAR PREVIOUS YEAR

(I) Contingent Liabilities

(a) Guarantees 842.24 922.65

(b) Letters of Credit in favor of suppliers of Raw materials, Capital 40.43 60.51 Goods, etc. excluding the value of materials received and bills

accepted there against

(c) Corporate Guarantees issued 50.80 62.39

(d) Customs Duty on Bonded Materials 6.28 5.86

(e) Tax disputes

i) Excise and Service tax 0.07 0.21

ii) Income Tax 7.97 2.65

(f) Arrears of dividend for the year on Cumulative Redeemable 12.13 - Preference Shares at the contracted rates

(II) Commitments

(a) Estimated amount of contracts remaining to be executed 4.47 4.44 on capital account and not provided for -

(b) In respect of Voluntary Retirement Scheme offered by the 13.53 - company, the amount payable to eligible employees who have

opted for the deferred payment as set out in the scheme for the coming years

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Confirmation of balances in respect of debtors, creditors and advances have not been received in some cases.

The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

Figures have been stated in Rs Million.


Mar 31, 2011

1. The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2 (a) The 925,000 Non-convertible, cumulative and Redeemable Preference Shares of Rs. 100/- each fully paid up bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P on 3rd October 2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 03rd October 2013.

(b) 350,000 Non-convertible, cumulative, Redeemable Preference Shares Rs. 100/- each fully paid up have been allotted to Vensunar (P) Ltd. on 13th July, 2009 at a coupon rate of 10% to be redeemed on or before 28th February, 2013 .

3. Loans from Banks, both for Unit I (at Chennai) and Unit II (at Visakhapatnam) availed on Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the immoveable and moveable fixed assets of the respective Units of the Company ranking pari-passu among themselves for the units for which facilities have been extended based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Company's term lenders in favour of-

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Unit I .

ii) The Bankers for the Working Capital facilities sanctioned for Unit II.

4. First Charge has been created on the company's immovable and movable fixed assets, present and future:

a) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs. 1,050.85 Million which shall rank pari passu among them.

b) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers' credit facility for which bills have been co-accepted by these banks.

5. Contingent Liabilities on account of:

(i) Letters of Credit in favour of suppliers of Raw materials, Capital Goods, etc. excluding the value of materials received and bills accepted there against 60.51 58.52

(ii) Guarantees to Electricity Boards, Government Departments and Undertakings 922.65 753.73

(iii) Corporate Guarantees issued 62.39 11.18

(iv) Customs Duty on Bonded Materials 5.86 2.85

(v) Tax disputes

a) Sales Tax - 4.57

b) Excise and Service tax 0.21 0.39

c) Income Tax 2.65 2.65

6. In the absence of information from the suppliers with regard to their registration with the specified authority, despite the company calling for such information, the company is unable to furnish the information, as required under the Companies Act, 1956 and the Micro, Small and Medium Enterprises Development Act, 2006.

Notes to Segment Reporting

1 Business Segments: The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments: The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

7. The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees thereagainst have been paid up to date.

8. The previous year's figures have been regrouped and rearranged wherever necessary.

9. Since the previous year's figures include that of Unit II for a period of 9 months only, the same are not directly comparable with those of the current year.

10. Figures have been stated Rs.in Million.


Mar 31, 2010

1. The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2. (a) The 925,000 Non-convertible, cumulative, Redeemable Preference Shares of Rs.100/-each bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P on 3rd October 2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 3rd October 2013.

(b) 350,000 Non-convertible, cumulative, Redeemable Preference Shares of Rs. 100/- each have been allotted to Vensunar (P) Ltd. On 13-07-2009 at a coupon rate of 10% to be redeemed on or before 28-02-2013.

3. Loans from Banks, both for Unit I (at Chennai) and Unit II (at Visakhapatnam) availed on Cash Credit, Packing Credit, WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the Companys immoveable and moveable fixed assets ranking pari-passu among themselves based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Companys term lenders in favour of-

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Unit I. ii) A bank for the Working Capital facilities sanctioned for Unit II.

4. First Charge has been created on the companys immovable and movable fixed assets, present and future:

a) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs. 825.29 Million which shall rank pari passu among them.

b) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers credit facility for which bills have been co-accepted by these banks.

5. Contingent Liabilities on account of:

(i) Letters of Credit in favour of suppliers of Raw materials, Capital Goods, etc. excluding the value of materials received and bills accepted there against 58.52 35.12

(ii) Guarantees to Electricity Boards, Government

Departments and Undertakings 753.73 628.62

(iii) Corporate Guarantees issued 11.18 16.03

(iv) Customs Duty on Bonded Materials 2.85 0.73 (v) Tax disputes

a) Sales Tax 4.57 4.57

b) Excise and Service tax 0.39 0.04

c) Income Tax 2.65 1.33

Pursuant to the approval received from Central Government, while the Vice Chairman and Managing Director and Managing Director are eligible for payment of increased remuneration with effect from 1.4.2009, considering the constraints faced by the Company, they have advised that for the year, they would draw the remuneration which they were in receipt earlier and the same has been accepted by the Board.

6. Confirmation of balances in respect of debtors, creditors and advances have not been received in some cases.

7. INFORMATION PURSUANTTOTHE PROVISIONS OF THE PARAGRAPH3, 4C AND 43DOF PART II OF SCHEDULE VI TO THE COMPANIES ACT 1956

(i) Particulars in respect of Production, Sales, Opening and Closing Stock of Goods manufactured/ traded:

8. In the absence of information from the suppliers with regard to their registration with the specified authority, despite the company calling for such information, the company is unable to furnish the information, as required under the Companies Act, 1956 and the Micro, Small and Medium Enterprises Development Act, 2006.

9. SEGMENT DISCLOSURE

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

10. The Companys shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

11. The operating results include those of Unit II of the company which commenced commercial production in July 2009.

12. The previous years figures have been regrouped and rearranged wherever necessary.

13. Figures have been stated in Million.

 
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