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Notes to Accounts of Xpro India Ltd.

Mar 31, 2015

1. Company Overview:

Xpro India Limited ("the Company") is a public company incorporated as "Biax Films Limited" on November 26, 1997 under the Companies Act, 1956; the present name was adopted w.e.f. September 22, 1998. Equity shares of the Company are listed on Calcutta Stock Exchange and National Stock Exchange and are admitted for trading on Bombay Stock Exchange. Organized into operating divisions for operational convenience, the Company is engaged mainly in the business of Polymers Processing at multiple locations and is the leading manufacturer in India of Coextruded Plastic Sheets, Thermoformed Liners and Speciality Films (including Dielectric Films and special purpose BOPP Films).

2.1 Share Capital Suspense comprises of 12 equity shares pending to be allotted as fully paid up to some non-resident equity shareholders without payment being received in cash in terms of Regulation 7 of Notification No. FEMA 20/2000 RB of May 3, 2000 and 1 equity share of Rs.10 pending to be allotted as fully paid to a non-resident share holder by way of bonus share in terms of RBI regulations.

2.2 The Company has issued only one class of shares referred to as equity shares having a par value of Rs.10. All equity shares carry one vote per share without restrictions and are entitled to dividend, as and when declared. All shares rank equally with regard to the Company''s residual assets after distribution of all preferential amounts.

2.3 Shareholder(s) holding more than 5% shares in the Company as on March 31, 2015 are:

i) IntelliPro Finance Private Limited : 22,70,000 shares; 19.47% (previous year: 22,50,000 shares; 19.30%) and

ii) iPro Capital Limited: 29,00,000 shares; 24.87% (previous year: 29,00,000; 24.87%).

3.1 Employees'' Stock Option Scheme(s)

Employees'' Stock Option Scheme - 2009 ("ESOP 2009"), approved by the Shareholders of the Company in their meeting held on July 23, 2009, provides for 457500 stock options representing one equity share each. The grant date of the scheme is April 1, 2010. All options were granted at Rs.30.85 per share (market price at the time of grant). A compensation committee comprising independent members of the Board of Directors administers the Scheme.

30% of the options granted vest with the eligible employees on the expiry of one year, another 30% on the expiry of two years and the balance 40% on the expiry of three years from the date of grant.

4. Long-term Borrowings

a. Term Loan from State Bank of India, outstanding Rs.5,79,65,564 (previous year: Rs.7,59,65,564), carrying interest linked to the bank''s Base Rate, repayable in (i) 2 quarterly installments of Rs.30.00 lacs each paid in December 2012 and March 2013; (ii) 20 quarterly installments of Rs.45.00 lacs each starting from June 2013; & (iii) 2 quarterly installments of Rs.20.00 lacs each payable in June 2018 and September 2018 is secured by pari-passu charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company situated at Ranjangaon & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

b. Term Loan from State Bank of Hyderabad, outstanding Rs.Nil (previous year: Rs.2,81,25,000), carrying interest linked to the bank''s Base Rate, has been repaid and was secured by pari-passu charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company''s unit situated at Ranjangaon, first charge on specified sheet line installed at Greater Noida & second charge on all the current assets of the Company ranking pari- passu with other term lenders;

c. Term Loan from Allahabad Bank, outstanding Rs.Nil (previous year: Rs.3,51,00,000), carrying interest linked to the bank''s Base Rate, has been repaid and was secured by first charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company situated at Pithampur & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

d. Term Loan from Punjab National Bank, outstanding Rs.11,40,00,000 (previous year: Rs.11,27,90,000), carrying interest linked to the bank''s Base Rate, repayable in 16 quarterly installments of (a) first 4 of Rs.40,00,000 each; (b) next 4 of Rs.45,00,000 each; (c) next 4 of Rs.90,00,000 each and (d) last 4 of Rs.1,50,00,000 each, commencing from April 2014, is secured by pari-passu charge by way of hypothecation/mortgage of all movable and immovable assets, present and future, of the Company situated at Ranjangaon & second charge on all the current assets of the Company ranking pari- passu with other term lenders;

e. ECB from Bremer Kreditbank AG (''BKB Bank'') (formerly known as KBC Bank Deutschland AG), in the nature of term loan, outstanding €8,505,020.06; equivalent to Rs.58,19,13,470 (previous year: €9,072,021.40 equivalent to Rs.75,73,32,346), carrying interest linked to Euribor, repayable in 16 semi-annual installments of €567,001.34 each, along with interest, commencing from October 2014, is secured by hypothecation of specified Dielectric Film Line and slitter to be installed at Barjora and is insured under Hermes export credit guarantee.

f. Term Loans under SBI TL Consortium comprising (i) State Bank of India: outstanding Rs.26,22,00,000 (previous year: Rs.27,60,00,000) repayable in 20 quarterly installments of Rs.1,38,00,000, along with interest, commencing from March, 2015; (ii) State Bank of Hyderabad: outstanding Rs.20,70,00,000 (previous year: Rs.20,70,00,000) repayable in 20 quarterly installments of Rs.1,03,50,000 each, along with interest, commencing from April, 2015; and (iii) State Bank of Patiala: outstanding Rs.20,00,00,000 (previous year: Rs.20,00,00,000) repayable in 20 quarterly installments of Rs.1,00,00,000 each, along with interest, commencing from April, 2015; carrying interest linked to the respective Bank''s Base Rates are secured by pari-passu charge by way of hypothecation/mortgage of all movable and immovable assets, present and future, of the Company situated at Barjora (excluding specified Dielectric Film Line and slitter which are exclusively charged to BKB Bank) & second charge on all the current assets of the Company ranking pari-passu with other term lenders excluding BKB Bank;

g. Corporate Loan from Allahabad Bank, outstanding Rs.8,25,00,000 (previous year: Rs.8,25,00,000), carrying interest linked to the bank''s Base Rate, is repayable in bullet payment of Rs.8,25,00,000 in June 2015 and is secured by first charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Coex Division of the Company situated at Faridabad & second charge on all the current assets of the Company ranking pari- passu with other term lenders;

h. Corporate Loan from State Bank of India, outstanding Rs.7,38,00,000 (previous year: Rs.9,50,00,000), carrying interest linked to the bank''s Base Rate, is repayable in 16 quarterly installments of Rs.53,00,000 each and last 2 installments of Rs.52,00,000 and Rs.50,00,000 respectively commencing from June, 2014 is secured by first charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Coex Division of the Company situated at Greater Noida & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

i. Corporate Loan from State Bank of Hyderabad, outstanding Rs.15,00,00,000 (previous year: Rs.Nil), carrying interest linked to the bank''s Base Rate, is repayable in 17 quarterly installments of Rs.83,00,000 each and last installment of Rs.89,00,000 commencing from July, 2016 is secured by first charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Biax Division of the Company situated at Pithampur & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

j. Term Loan from Allahabad Bank, outstanding Rs.2,00,00,000 (previous year: Rs.Nil) (balance Rs.13,00,00,000 yet to be drawn), carrying interest linked to the bank''s Base Rate, repayable in 17 quarterly instalments of Rs.84,00,000 and last instalment of Rs.72,00,000 commencing from September 2016, is secured by pari-passu charge by way of hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company''s unit situated at Ranjangaon, & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

k. Car Loan(s) of Rs.54,67,565 (previous year: Rs.34,76,910) carrying interest linked to the bank''s Base Rate, repayable in 36 monthly installment(s) commencing from date of disbursement, are secured by hypothecation of specified vehicles.

5. Short Term Borrowings

a. Working Capital loans are secured by first charge, ranking pari-passu, in favour of members of the Consortium of Banks, on all current assets of the Company, present and future, and second charge, ranking pari-passu with term lender banks, on the entire fixed assets of the Company, present and future, wherever situated.

b. Overdraft against term deposits is secured by way of pledge of Term Deposit Receipts with the bank(s).

6. Trade Payables

There are no dues to Micro and Small Enterprises (determined to the extent such parties have been identified on the basis of information available with the Company, as at March 31, 2015) which require disclosure under the Micro, Small and Medium Enterprises Development Act, 2006.

7. Contingent Liabilities and Commitments (to the extent not provided for) March 31, 2015 March 31, 2014

Rs. Rs. Contingent Liabilities

Claims against the Company, not acknowledged as debt 2,50,208 2,50,208

Sales Tax, Excise & Customs matters under appeal 4,34,25,411 4,40,27,623

Entry tax under appeal 82,76,433 33,14,134

Bills discounted 4,04,05,615 3,49,33,516

9,23,57,667 8,25,25,481

(In the opinion of the Company, the possibility relating to net outflow on the above accounts are remote)

Commitments

Estimated amount of contracts remaining to be executed on Capital Account 6,71,91,048 4,46,61,854 (Net of Advances)

Unpaid portion of subscribed Equity Capital in subsidiary 47,50,000 47,50,000

7,19,41,048 4,94,11,854

Total 16,42,98,715 13,19,37,335

8. Foreign Exchange Exposure

The Company periodically avails Foreign Exchange Contracts to hedge its exposures in foreign currency related to firm commitments and highly probable forecasted transactions.

Forward contract outstanding at year-end: Nil [Previous year: Nil]

Foreign exchange currency exposures that have not been hedged by a derivative instrument or otherwise at year-end: Payables: US$1,204,502 (Rs.7,59,55,896) & €5,773 (Rs.3,94,989); [Previous year: US$983,525 (Rs.5,94,93,427) & Nil]; Receivables: US$3,893 (Rs.2,42,222) & €156,241 (Rs.1,04,50,960); [Previous year: US$14,447 (Rs.8,57,429) & € 62,691 (Rs.50,97,405)];

Loans (including interest accrued but not due): €8,556,319 (Rs.58,54,23,346); [Previous year: €9,379,359 (Rs. 78,29,88,889)];

Others: Nil [Previous year: €9,006 (Rs.75,182)];

9. Related Party Disclosures (as per /AS 18)

A. List of Related Parties

i) Parties where control exists:

- Wholly owned subsidiaries:

a) Xpro Global Limited; b) Xpro Global Pte. Ltd., Singapore;

ii) Promoters:

a) IntelliPro Finance Private Limited; b) iPro Capital Limited; c) Sri Sidharth Birla, Chairman; d) Smt. Madhushree Birla, Director;

iii) Key Management Personnel:

Sri C. Bhaskar, Managing Director & Chief Executive Officer;

iv) Enterprises over which Key Managerial Personnel are able to exercise significant influence:

a) Digjam Limited; b) Market Cafe Foods Limited

B. Transactions with Related Parties: (Previous year figures in italics)

i) No transactions with related parties referred to in A(i) above;

ii) With related parties referred to in A(ii) above:

- Dividend paid: Rs.Nil (Rs.52,02,000);

- Remuneration (including Sitting fees): Rs. 70,25,563 (Rs.55,55,996);

- Expenses incurred and reimbursement received: Rs.1,14,375 (Rs.4,27,703);

iii) With related parties referred to in A(iii) above:

- Dividend paid: Rs.Nil (Rs.80,001);

- Remuneration (including leave encashment): Rs.1,08,74,479 (Rs.63,43,376);

iv) With related party referred to in A(iv) above:

a) Digjam Limited: Aggregate of short term intercorporate deposits given from time-to-time: Rs.5,25,00,000 (Rs.14,00,00,000); Deposits repaid by party from time-to-time: Rs.9,00,00,000 (Rs.13,75,00,000); Outstanding amount at year end: Rs.50,00,000 (Rs.4,25,00,000); Interest received: Rs.58,06,489 (Rs.69,54,414); Expenses incurred and realised: Rs.6,97,577 (Rs.7,82,240);

b) Market Cafe Foods Limited: Purchases: Rs.2,24,384 (Rs. Nil)

C. The above include following individual transactions in excess of 10% of the respective totals:

(i) Dividend paid to Promoters, Intellipro Finance Private Limited: Rs.Nil (Rs.21,00,000), and iPro Capital Limited: Rs.Nil (Rs.29,00,000);

(ii) Remuneration (including leave encashment) paid to Sri Sidharth Birla & Sri C. Bhaskar: Rs.68,75,563 (Rs.54,75,996); & Rs.1,08,74,479 (Rs.63,43,376) respectively;

D. No Balances were outstanding at the end of the current or previous year from/to any of the Related parties, other than Rs.56,31,382 (Rs.4,25,00,000) due from party referred to in A(iv) above;

10. Segment Accounting in terms of AS 17 issued by the Institute of Chartered Accountants of India

The Company operates in a single business segment i.e. Polymers Business and mainly in a single geographic segment i.e. India in the context of Accounting Standard 17, on Segment Reporting issued by the Institute of Chartered Accountants of India, hence there are no reportable segments.

11. Previous year''s figures have been regrouped/reclassified as necessary.


Mar 31, 2014

1. Company Overview:

Xpro India Limited ("the Company") is a public company incorporated as "Biax Films Limited" on November 26, 1997 under the Companies Act, 1956; the present name was adopted w.e.f. September 22, 1998. Equity shares of the Company are listed on Calcutta Stock Exchange and National Stock Exchange and are admitted for trading on Bombay Stock Exchange. Organized into operating divisions for operational convenience, the Company is engaged mainly in the business of Polymers Processing at multiple locations and is the leading manufacturer in India of Coextruded Plastic Sheets, Thermoformed Liners and Speciality Films (including Dielectric Films and special purpose BOPP Films).

2.1 Employees'' Stock Option Scheme(s)

The Company has two stock option schemes.

a) Employees'' Stock Option Scheme - 2008 ("ESOP 2008")

ESOP 2008 was approved by the Shareholders of the Company in their meeting held on July 29, 2008 and provides for 437500 stock options representing one equity share each. The grant date of the scheme is April 29, 2009. All options were granted at Rs.11 per share (market price at the time of grant was Rs.17.50). The difference between grant price and fair market value of Rs.6.50 per option has been recognised as employee compensation expenses in the financial statements. A compensation committee comprising independent members of the Board of Directors administers the Scheme.

b) Employees'' Stock Option Scheme - 2009 ("ESOP 2009")

ESOP 2009, approved by the Shareholders of the Company in their meeting held on July 23, 2009, provides for 457500 stock options representing one equity share each. The grant date of the scheme is April 1, 2010. All options were granted at Rs.30.85 per share (market price at the time of grant). A compensation committee comprising independent members of the Board of Directors administers the Scheme.

Under both schemes, 30% of the options granted vest with the eligible employees on the expiry of one year, another 30% on the expiry of two years and the balance 40% on the expiry of three years from the date of grant respectively.

3. Contingent Liabilities and Commitments (to the extent not provided for) Contingent Liabilities

Claims against the Company, not acknowledged as debt 2,50,208 2,50,208

Sales Tax, Excise & Customs matters under appeal 4,73,41,757 4,36,58,032

Bills discounted 3,49,33,516 2,58,99,343

8,25,25,481 6,98,07,583

(In the opinion of the Company, the possibility relating to net outflow on the above accounts are remote)

Commitments

Estimated amount of contracts remaining to be executed on Capital 4,46,61,854 11,60,74,942 Account (Net of Advances)

Unpaid portion of subscribed Equity Capital in subsidiary 47,50,000 47,50,000

4,94,11,854 12,08,24,942

Total 13,19,37,335 19,06,32,525

4. Foreign Exchange Exposure

The Company periodically avails Foreign Exchange Contracts to hedge its exposures in foreign currency related to firm commitments and highly probable forecasted transactions.

Forward contract outstanding at year-end: Nil (Previous year: Nil)

Foreign exchange currency exposures that have not been hedged by a derivative instrument or otherwise at year-end:

Purchases: US$983,525 & €Nil; Sales: US$14,447 & €62,691; Loans (including interest accrued but not due):€9,379,359;

Others:€9,006 (Previous year: US$696,910 & €147,338; US$8,099 & € 62,459; €8,845,449; Nil respectively)

5. Related Party Disclosures

A. List of Related Parties

i) Parties where control exists:

- Wholly owned subsidiaries:

a) Xpro Global Limited;

b) Xpro Global Pte. Ltd., Singapore;

ii) Promoters:

- IntelliPro Finance Private Limited;

- iPro Capital Limited;

- Sri Sidharth Birla, Chairman;

- Smt. Madhushree Birla, Director;

iii) Key Management Personnel & their relatives:

- Sri C. Bhaskar, Managing Director & Chief Executive Officer

- Smt. Rajalakshmi Bhaskar (wife)

iv) Enterprises over which Key Managerial Personnel are able to exercise significant influence:

- Digjam Limited

B. Transactions with Related Parties: (Previous year figures in italics)

i) No transactions with related party referred to in A(i) above;

ii) With related party referred to in A(ii) above:

- Dividend paid: Rs.52,02,000 (Rs.1,25,17,500);

- Remuneration: Rs. 54,75,996 (Rs.54,76,000);

- Expenses incurred and reimbursement received: Rs.4,27,703 (Rs.2,66,483);

iii) With related party referred to in a(iii) above:

- Dividend paid: Rs.80,001 (Rs.2,00,003);

- Remuneration: Rs.63,43,376 (Rs.59,73,978);

iv) With related party referred to in A(iv) above:

- Aggregate of short term intercorporate deposits given from time-to-time: Rs.14,00,00,000 (Rs.10,50,00,000); Deposits repaid by party from time-to-time: Rs.13,75,00,000 (Rs.11,50,00,000); Maximum amount outstanding during the year: Rs.5,12,32,535 (Rs.5,84,42,988); Outstanding amount at year end: Rs.4,25,00,000 (Rs.4,00,00,000); Interest received: Rs.69,54,414 (Rs.75,85,927); Expenses incurred and realised: Rs.7,82,240 (Rs.38,944); Outstanding dues realised: Nil (Rs. 22,10,455);

C. The above include following individual transactions in excess of 10% of the respective totals:

(i) Dividend paid to Promoters, Intellipro Finance Private Limited: Rs.21,00,000 (Rs.50,00,000), and iPro Capital Limited: Rs.29,00,000 (Rs.72,12,500);

(ii) Remuneration paid to Shri Sidharth Birla and Shri C. Bhaskar: Rs.54,75,996 (Rs.54,76,000) and Rs.63,43,376 (Rs.59,73,978) respectively;

D. No Balances were outstanding at the end of the current or previous year from/to any of the Related parties, other than Rs.4,25,00,000 (Rs.4,00,00,000) due from party referred to in A(iv) above;

6. Segment Accounting in terms of AS 17 issued by the Institute of Chartered Accountants of India

The Company operates in a single business segment i.e. Polymers Business and mainly in a single geographic segment in the context of Accounting Standard 17, on Segment Reporting issued by the Institute of Chartered Accountants of India.

7. Previous year''s figures have been regrouped/reclassified as necessary.


Mar 31, 2013

1. Company Overview:

Xpro India Limited ("the Company”) is a public company incorporated as "Biax Films Limited” on November 26, 1997 under the Companies Act, 1956; the present name was adopted w.e.f. September 22, 1998. Equity shares of the Company are listed on Calcutta Stock Exchange and National Stock Exchange and are admitted for trading on Bombay Stock Exchange. Organized into operating divisions for operational convenience, the Company is engaged mainly in the business of Polymers Processing at multiple locations and is the leading manufacturer in India of Coextruded Plastic Sheets, Thermoformed Liners and Speciality Films (including Dielectric Films and special purpose BOPP Films).

2.1 Share Capital Suspense comprises of 12 equity shares pending to be allotted as fully paid up to some non-resident equity shareholders without payment being received in cash in terms of Regulation 7 of Notification No. FEMA 20/2000 RB of May 3, 2000 and 1 equity share of Rs.10 pending to be allotted as fully paid to a non-resident share holder by way of bonus share in terms of RBI regulations.

2.2 The Company has issued only one class of shares referred to as equity shares having a par value of Rs.10. All equity shares carry one vote per share without restrictions and are entitled to dividend, as and when declared. All shares rank equally with regard to the Company''s residual assets.

2.3 The amount of per share dividend recognised as distributions to equity shareholders for the year ended March 31, 2013 is Re.1.00 (previous year: Rs.2.50), subject to approval by shareholders in the ensuing annual general meeting.

2.4 Shareholder(s) holding more than 5% shares in the Company as on March 31, 2013 are:

i) IntelliPro Finance Private Limited : 20,16,000 shares; 17.29% (previous year: 20,00,000 shares; 17.59%) and ii) iPro Capital Limited: 28,30,000 shares; 24.27% (previous year: 28,05,000; 24.67%).

2.5 Employees'' Stock Option Scheme(s)

The Company has two stock option schemes.

a) Employees'' Stock Option Scheme - 2008 ("ESOP 2008”)

ESOP 2008 was approved by the Shareholders of the Company in their meeting held on July 29, 2008 and provides for 437500 stock options representing one equity share each. The grant date of the scheme is April 29, 2009. All options were granted at Rs.11 per share (market price at the time of grant was Rs.17.50). The difference between grant price and fair market value of Rs.6.50 per option has been recognised as employee compensation expenses in the financial statements. A compensation committee comprising independent members of the Board of Directors administers the Scheme.

b) Employees'' Stock Option Scheme - 2009 ("ESOP 2009”)

ESOP 2009, approved by the Shareholders of the Company in their meeting held on July 23, 2009, provides for 457500 stock options representing one equity share each. The grant date of the scheme is April 1, 2010. All options were granted at Rs.30.85 per share (market price at the time of grant). A compensation committee comprising independent members of the Board of Directors administers the Scheme.

Under both schemes, 30% of the options granted vest with the eligible employees on the expiry of one year, another 30% on the expiry of two years and the balance 40% on the expiry of three years from the date of grant respectively.

a. Term Loan from State Bank of India, outstanding Rs.1,35,65,000 (previous year: Rs.3,01,65,000), carrying interest linked to the bank''s Base Rate, is repayable in 20 quarterly installments of Rs.44,00,000 each, along with interest, commencing from March 2009 and is secured by pari-passu hypothecation/mortgage of all movable and immovable assets, present and future, of the Company situated at Ranjangaon & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

b. Term Loan from State Bank of India, outstanding Rs.9,60,00,000 (previous year: Rs.4,58,25,000), carrying interest linked to the bank''s Base Rate, repayable in (i) 2 quarterly installments of Rs.30.00 lacs each paid in December 2012 and March 2013; (ii) 20 quarterly installments of Rs.45.00 lacs each starting from June 2013; & (iii) 2 quarterly installments of Rs.20.00 lacs each payable in June 2018 and September 2018 and is secured by pari-passu hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company situated at Ranjangaon & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

c. Term Loan from State Bank of Hyderabad, outstanding Rs.6,56,25,000 (previous year: Rs.10,31,25,000), carrying interest linked to the bank''s Base Rate, is repayable in 16 quarterly installments of Rs.93,75,000 each, along with interest, commencing from March 2011 and is secured by pari-passu hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company''s unit situated at Ranjangaon, first charge on specified sheet line installed at Greater Noida & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

d. Term Loan(s) from Allahabad Bank, outstanding Rs.Nil (previous year: Rs.13,65,00,000), carrying interest linked to the bank''s Base Rate, has been repaid and was secured by first hypothecation/ mortgage of all the movable and immovable assets, present and future, of the Coex Division of the Company situated at Faridabad & second charge on all the current assets of the Company ranking pari-passu with other term lenders;

e. Term Loan from Allahabad Bank, outstanding Rs.5,87,00,000 (previous year: Rs.8,23,00,000), carrying interest linked to the bank''s Base Rate, repayable in 16 quarterly installments of Rs.59,00,000 each and last installment of Rs.56,00,000, along with interest, commencing from August 2011, is secured by first hypothecation/ mortgage of all the movable and immovable assets, present and future, of the Company situated at Pithampur & second charge on all the current assets of the Company ranking pari-passu with other term lenders.

f. Term Loan from Punjab National Bank, outstanding Rs.7,00,00,000 (previous year: Rs.Nil) (balance to be drawn: Rs.,6,00,00,000), carrying interest linked to the bank''s Base Rate, repayable in 16 quarterly installments of Rs.81,25,000 each, along with interest, commencing from April 2014, and is secured by pari-passu hypothecation/mortgage of all movable and immovable assets, present and future, of the Company situated at Ranjangaon & second charge on all the current assets of the Company ranking pari-passu with other term lenders.

g. ECB from KBC Bank Deutschland AG, in the nature of term loan, outstanding €8,817,021.40; equivalent to Rs.62,30,10,732 (previous year: €108,388.13 equivalent to Rs.75,25,708), carrying interest linked to Euribor, (balance to be drawn €556,865.60, through direct payments to machinery supplier(s) in Germany and Euler Hermes Kreditversicherungs AG) repayable in 16 semi-annual installments of €585,867.94 each, along with interest, commencing from March 2014, is secured by hypothecation of specified Dielectric Film Line and slitter to be installed at Barjora and is insured under Hermes export credit guarantee.

h. Term Loans under SBI TL Consortium comprising (i) State Bank of India: outstanding Rs.17,00,00,000 (previous year: Rs.Nil) (balance to be drawn: Rs.10,60,00,000) repayable in 20 quarterly installments of Rs.1,38,00,000, along with interest, commencing from June, 2014; (ii) State Bank of Hyderabad: outstanding Rs.13,50,00,000 (previous year: Rs.Nil) (balance to be drawn: Rs.7,20,00,000) repayable in 20 quarterly installments of Rs.1,03,50,000 each, along with interest, commencing from July, 2014; and (iii) State Bank of Patiala: outstanding Rs.13,50,00,000 (previous year: Rs.Nil) (balance to be drawn: Rs.6,50,00,000 repayable in 20 quarterly installments of Rs.1,00,00,000 each, along with interest, commencing from June, 2014; carrying interest linked to the respective Bank''s Base Rates are secured by pari- passu hypothecation/mortgage of all movable and immovable assets, present and future, of the Company situated at Barjora (excluding specified Dielectric Film Line and slitter which are exclusively charged to KBC Bank & second charge on all the current assets of the Company ranking pari-passu with other term lenders excluding KBC Bank;

3. Contingent Liabilities and Commitments (to the extent not provided for) Contingent Liabilities

Claims against the Company, not acknowledged as debt 2,50,208 2,50,208

Sales Tax, Excise & Customs matters under appeal 4,36,58,032 5,22,41,532

4,39,08,240 5,24,91,740

(In the opinion of the Company, the possibility relating to net outflow on the above accounts are remote)

Commitments

Estimated amount of contracts remaining to be executed on Capital 11,60,74,942 62,76,86,761 Account (Net of Advances)

Unpaid portion of subscribed Equity Capital in subsidiary 47,50,000 47,50,000

12,08,24,942 63,24,36,761

Total 16,47,33,182 68,49,28,501

4. Foreign Exchange Exposure

The Company periodically avails Foreign Exchange Contracts to hedge its exposures in foreign currency related to firm commitments and highly probable forecasted transactions. Forward contract outstanding at year-end: Nil (Previous year: Nil) Foreign exchange currency exposures that have not been hedged by a derivative instrument or otherwise at year-end: Purchases: US$696,910 & €147338; Sales: US$8,099 & €62,459; Loans (including interest accrued but not due):

€8,845,449 (Previous year: US$736,620 & € Nil; US$2,869 & € 97,960; €108,388 respectively)

5. Related Party Disclosures

A. List of Related Parties

i) Parties where control exists:

- Wholly owned subsidiaries:

a) Xpro Global Limited;

b) Xpro Global Pte. Ltd., Singapore; ii) Promoters:

- IntelliPro Finance Private Limited;

- iPro Capital Limited;

- Sri Sidharth Birla, Chairman;

- Smt. Madhushree Birla, Director;

iii) Key Management Personnel & their relatives:

- Sri C. Bhaskar, Managing Director & Chief Executive Officer

- Smt. Rajalakshmi Bhaskar (wife)

iv) Companies where common management may be deemed to exist:

- Digjam Limited

B. Transactions with Related Parties: (Previous year figures in italics) i) No transactions with related party referred to in A(i) above; ii) With related party referred to in A(ii) above:

- Dividend paid: Rs.1,25,17,500 (Rs.98,03,750);

- Remuneration: Rs. 54,76,000 (Rs.54,76,000);

- Expenses incurred and reimbursement received: Rs.2,66,483 (Rs.Nil) iii) With related party referred to in a(iii) above:

- Dividend paid: Rs.2,00,003 (Rs.90,002);

- Remuneration: Rs.59,73,978 (Rs.59,93,150); iv) With related party referred to in A(iv) above:

- Aggregate of short term intercorporate deposits given from time-to-time: Rs.10,50,00,000 (Rs.10,00,00,000); Deposits repaid by party from time-to-time: Rs.11,50,00,000 (Rs.6,00,00,000); Maximum amount outstanding during the year: Rs.5,84,42,988 (Rs.5,22,10,455); Outstanding amount at year end: Rs.4,00,00,000 (Rs.5,22,10,455); Interest received: Rs.75,85,927 (Rs.25,52,338); Expenses incurred and realised: Rs.38,944 (Rs.3,36,945); Outstanding dues realised: Rs.22,10,455 (Rs. Nil);

C. The above include following individual transactions in excess of 10% of the respective totals:

(i) Dividend paid to Promoters, Intellipro Finance Private Limited: Rs.50,00,000 (Rs.40,00,000), and iPro Capital Limited: Rs.72,12,500 (Rs.54,00,000);

(ii) Remuneration paid to Shri Sidharth Birla and Shri C. Bhaskar: Rs.54,76,000 (Rs.54,76,000) and Rs.59,73,978 (Rs.59,93,150) respectively;

D. No Balances were outstanding at the end of the current or previous year from/to any of the Related parties, other than Rs.4,00,00,000 (Rs.5,22,10,455) due from party referred to in A(iv) above;

6. Discontinuing Operations

In March 2011 the Board had approved, consistent with long-term strategy, an agreement for sale of the Company''s Thermosets Division at Ranjangaon (engaged in manufacture of Thermoset Moulding Powders & Synthetic Resins) on an all-cash, going concern and slump sale basis. Following all necessary approvals, the transaction was completed in the previous year (on August 18, 2011) at a consideration of Rs.74,50,00,000. The pre-tax gain recognised in the previous year on disposal of business and payment of liabilities of the discontinuing operations amounted to Rs.34,57,46,443. Necessary disclosures in this respect have been made in the financial statements for the previous year.

7. Segment Accounting in terms of AS 17 issued by the Institute of Chartered Accountants of India

The Company operates in a single business segment i.e. Polymers Business and mainly in a single geographic segment in the context of Accounting Standard 17, on Segment Reporting issued by the Institute of Chartered Accountants of India.


Mar 31, 2011

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS :

The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956. The company follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis. Wherever it is not possible to determine the quantum of accrual with reasonable certainty, e.g. Insurance & other claims, refund of Customs Duty and export incentives these continue to be accounted for on settlement basis.

b. FIXED ASSETS :

Fixed Assets are stated at cost less accumulated depreciation. Cost comprises of freight, duties, taxes, interest and other incidental expenses related to acquisition and installation.

c. DEPRECIATION / AMORTISATION :

Depreciation is charged under Straight Line Method in accordance with the rates and manner specified in Schedule XIV to the Companies Act, 1956. Certain Plant & Machinery considered as continuous process plant based on technical evaluation. Depreciation on addition/disposal is provided pro-rata with reference to the days of addition/disposal. Leasehold lands and development expenses thereof are amortized over the period of lease. Software are amortized over a period of six years. Technical know-how fees are amortized over the life of the plant from date of commencement of commercial production using such know-how.

d. IMPAIRMENT :

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

e. INVESTMENTS :

Long term Investments are stated at cost less provision for diminution in value other than temporary, if any.

f. INVENTORIES :

Inventories include stock-in-transit/bonded warehouses and with others for manufacturing / processing / replacement. Inventories are valued "at lower of cost and net realizable value". Cost is determined on the weighted average method. Finished goods and process stock include cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

g. REVENUE RECOGNITION:

i. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

ii. Sale of goods: Revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the customer (on dispatch to the customer). Excise Duty deducted from turnover (gross) is the amount that is included in the amount of turnover (gross) and not the entire amount of liability that arose during the year. Sales are reported net of sales tax.

iii. Income from Services: Revenue (including sales commission) is recognized on accrual basis.

iv. Interest: Revenue is recognized on a time proportion basis taking into account the amount outstanding and rate applicable.

h. BORROWING COST :

Borrowing cost relating to

(i) funds borrowed for acquisition of qualifying fixed assets are capitalized till the date of commissioning and thereafter charged to Profit and Loss Account and

(ii) funds borrowed for other purposes are charged to Profit and Loss Account.

i. RESEARCH AND DEVELOPMENT :

Revenue expenditure charged to Profit and Loss Account under respective heads of account and capital expenditure added to the cost of Fixed Assets in the year in which it is incurred.

j. GOVERNMENT GRANTS :

Grants relating to Fixed Assets are shown as deduction from the gross value of the Fixed Assets and those of the nature of Project Capital Subsidy are credited to Capital Subsidy Reserves & other Government grants including export incentives are credited to Profit & Loss Account or deducted from the related expenses.

k. EMPLOYEE BENEFITS :

Contributions to Provident Fund and Superannuation Fund, which are defined contribution schemes, are made to a government administered/approved Provident Fund(s) and an LIC administered fund respectively, and are charged to the Profit and Loss account as incurred. The Company has no further obligations beyond its monthly contributions to these funds. Provision for gratuity and compensated absence, under LIC administered fund(s), which are in the nature of defined benefit plans, are provided based on valuations, as at the balance sheet date, made by the administrators (LIC). Termination benefits are recognized as expense as and when incurred.

l. TAXATION :

Tax liability of the company is estimated considering the provisions of the Income Tax Act,1961. Deferred Tax is recognized subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

m. EMPLOYEES STOCK OPTION PLAN :

The accounting value of stock options representing the excess of the market price on the date of grant over the exercise price of the shares granted under "Employees' Stock Option Scheme" of the Company, is amortized as "Deferred employees compensation" on a straight-line basis over the vesting period in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

n. Provisions, contingent liabilities and contingent assets :

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities, if any, are not recognized but disclosed by way of notes. Contingent assets are neither recognized nor disclosed in the financial statements.

Note: 1. Installed Capacities are as certified by the Management

2. None of the products are covered under current IDR licensing norms. Hence, "Licensed Capacity" not reported.

3. Production includes outside job work for others.

4. Thermoplastic Films/Sheets/Liners production includes 1,048 MT inter-unit transfer/internal consumption (previous year: 1,667 MT)

Note: Cash and Cash Equivalents represent Cash and Bank balance (refer schedule 8) Cash and Cash Equivalents include Rs.49,57,989 (Previous year: Rs.46,45,206) of unpaid dividend not available for use by the Company

Fixed Deposits of Rs.22,75,17,631 (Previous year: Rs.15,62,04,781) are pledged with bank(s) towards overdraft & other facilities

Previous year figures have been regrouped/rearranged wherever considered necessary


Mar 31, 2010

1. Sales are reported net of returns/adjustments and include:

Excise duty charged to customers.

- Export Benefits Rs.1,64,135 (Previous year: Rs. 14,89,258).

Processing charges Rs.2,48,44,086 is net of Haryana Local Area Development Tax Rs.Nii (Previous year: Rs.10,17,53,675 and Rs.5,41,404 respectively).

2. Profit/Loss on sale of Raw Materials and Stores are adjusted in respective consumption accounts.

3. a. Term Loan from State Bank of India, outstanding Rs.6,61,19,558 (previous year Rs.8,31,00,000) is secured by pari-passu hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company situated at Ranjangaon and second charge on all the current assets of the Company ranking pari-passu with other term lenders;

b. Term Loan from State Bank of Patiala, outstanding Rs.8,97,93,685 (previous year Rs.13,41,69,154), is secured by pari-passu hypothecation/mortgage of all the movable and immovable assets, present and future, of the Company situated at Ranjangaon and second charge on all the current assets of the Company ranking pari-passu with other term lenders;

c. Term Loan from State Bank of Hyderabad, outstanding Rs.7,57,04,957 (previous year Nil), is secured by pari-passu hypothecaiion/mortgage of all the movable and immovable assets, present and future, of the Companys unit situated at Ranjangaon, first charge on specified sheet line to be installed at Greater Noida, and second charge on all the current assets cf ihe Company ranking pari-passu with other term lenders;

d. Term Loan(s) from Allahabad Bank, outstanding Rs.17,57,78,114 (previous year Rs.7,40,00,000), is secured by first hypothecation/ mortgage of all the movable and immovable assets, present and future, of the Coex Division of the Company situated at Faridabad and second charge on all the current assets of the Company ranking pari-passu with other term lenders.

e. Working Capital Loans are secured/to be secured by first charge, ranking pari-passu, in favour of members of the consortium of bankers, on all current assets ot the company both present and future and second charge, ranking pari-passu, on the entire fixed assets of the company wherever situated both present and future;

f. Over-draft against term deposits outstanding Rs.3,23,24,026 (previous year: Rs.11,57,38,144) is secured by way of pledge of Term Deposit Receipts with the Bank;

g. Term loan from others outstanding Rs.27,58,573 (previous year:Rs.13,21,471) is secured by hypothecation of vehicles purchased thereunder.

4. The Company has not received intimation from vendors regarding their status under the .Micro, Small and Medium Enterprises Development Act, 2006, and hence disclosures relating to their outstanding amount and interest have not been given.

5. Interest paid to others is net of interest received Rs.3,78,08,938 (of which Rs.3,29,18,730 from banks and Rs.43,90,208 from others) (previous year: Rs. 3,59,54,778). TDS: Rs.38,14,080 (previous year: Rs.38,9/,896).

6. Exceptional items includes Rs.1,22,70,081 income on account of salvage of structures at discontinued location and Rs.32,30,470 cost of voluntary separation.

7. a. Advances recoverable in cash or in kind or for value to be received include taxes (net of provisions) Rs.1,84,91,659 (previous year: Rs. 1,45,15,85?);

b. Loans and advances include Rs.14,70,19,442 (Previous year: Rs. 4,54,24,395) due from Biax Speciality Films Private Limited (wholly-owned subsidiary). Maximum amount due during the year Rs.16.31,00,000 (previous year Rs. 4,54,24,395);

c. Loans and advances include Rs.72,10,169 (previous year: Rs.46,56,219) in the nature of interest free loans provided to employees as per the rules of the company. Maximum amount due at any time during the year Rs.94,49,099 (previous year: Rs.67,11,358).

8. Capital work-in-progress includes machinery under installation, buildings under construction, advances for purchase of machinery, construction and erection.

9. Some assets of which the Company is the beneficial owner are pending for transfer in the name of the Company and for which necessary steps are being taken.

10. As stipulated in AS-28 on Impairment of Assets, the Company assessed potential generation of economic benefits from its business units and is of the view that assets employed in continuing businesses are capable of generating adequate returns over their useful fives in the usual course of business, there is no indication to the contrary and accordingly the management is of the view that no impairment provis[on is called for in these accounts.

11. Lease rentals are consistently charged to Profit & Loss Account with reference to the term(s) of the lease(s).

12. Disclosures in respect of Employees Stock Option Scheme(s) - 2007,2008 and 2009 are provided in the Annexure to the Report of the Directors. The Company has incurred, during the year, a cost of Rs. 17,448 (previous year: Nil) in issuing Employee Stock Options to an employee of a wholly owned subsidiary.

13. Related Party Disclosures: a) List ot Related Parties:

i) Parties where control exists:

Wholly owned subsidiaries: Biax Speciality Films Private Limited & Xpro Global Limited:

ii) Promoters:

Sri Sidharth Birla, Chairman; Smt. Madhushree Birla, Director, Intellipro Finance Private Limited & iPro Capital Limited;

iii) Key Management Personnel & their relatives:

Sri C. Bhaskar, Managing Director & Chief Executive Officer & Smt. Rajalakshmi Bhaskar (wife)

b) Transactions with Related Parties: (Previous yoar figures in italics)

i) With related party referred to in a(i) above: Purchase of finished goods: Rs.35,42,814 (Nil); Purchase input materials: Rs.74,30,076 (Nil); Transfer of Capital work-in-progress: Rs.2,79,44,079 (Nil); Sale of used vehicle. Rs.3,67,880 (Nil); Sale of input materials: Rs.11,46,763 (Nil); Reimbursements Received: Rs.3,27,591 (Nil); Reimbursements made: Rs.1,69,386(W//); Loans given: Rs.15,46,50,000 (Rs.6,00,000); Loan repayments received: Rs.5,11,50,000 (Rs.6,00,000); Interest Income: Rs,1,16,73.107 (Nil);

ii) With related party referred to in a(ii) above: Dividend paid: Rs.43,21,850 (Rs. 64,18,373); Interest paid: Rs.6,97,069 (Nil); Loans taken & repaid: Rs.1,00,00,000 (Nil); Investment: Nil (1); Remuneration: Rs. 54,76,000 (Rs.60,96,000);

iii) With related party referred to in a(iii) above: Dividend paid: Rs.1,381 (Rs.902); Remuneration- Rs. 43,02,303 (Rs.52,05,453);

c) The above include following individual transactions in excess of 10% of the respective totals: (i) Dividend paid to Promoters, Intellipro Finance Private Limited: Rs.20,00,000 (Rs.30,00,000), and iPro Capital Limited: Rs.20,70,000 (Rs.30,40,o00) and (ii) Remuneration paid to Shri Sidharth Birla and Shri C. Bhaskar: Rs.54,76,000/- (Rs.60,96,000) and Rs.43,02,303/- (Rs.52,05.453) respectively;

d) Balance outstanding at the end of the year: (Previous year figures in italics)

i) To related party referred to in a(i) above: Sales consideration payable:Rs.4,23,921 (Nis);

ii) From related party referred to in a(i) above: Loans: Rs.14,35,00,000 (Rs.4,00,00,000); Interest receivable (net of TDS):Rs.35,00,574 (Rs.54,24,395).

14. Contingent Liabilities not provided for

March 31, 2010 March 31, 2009 Rs. Rs.

Claims against the Company, not acknowledged as debts 8,26.469 3,86,757

Sales Tax, Excise & Customs matters under appeal 3,95,60,733 3,32,33,970

Income tax matters under appeal 3,35,11,106 3.35.11.106

Bank guarantees outstanding 19,11,817 12,00,000

Outstanding guarantee to bank for Subsidiary Company 15.00.00.000 - (In the opinion of the Company, the possibility relating to net outflow on the above accounts are remote)

Estimated amount of contracts remaining to be executed on Capital Account 1,84,11,207 2,10,69,940 (Net of Advances)

Bills discounted 1,61,70,600 73,66,856

Unpaid portion of subscribed Equity Capital in subsidiary 47,50,000 47,50,000

15. Previous year figures have been regrouped/rearranged wherever considered necessary.

 
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