Dec 31, 2014
1 Corporate information
Advanta Limited (Formerly Advanta India Limited) (''the Company'') is a
public company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. Its shares are listed on National Stock
Exchange and Bombay Stock Exchange. The Company is engaged in the
business of research, production and sale of field crop and vegetable
seeds through distributors to farmers.
2 Basis of preparation
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The Company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956, read with
General circular 8/2014 dated 4 April 2014 issued by Ministry of
Corporate Affairs. The financial statements have been prepared on an
accrual basis and under the historical cost convention except for
derivative financial instruments which have been measured at fair
value. The accounting policies have been consistently applied and are
consistent with those used in the previous year.
3. Contingent liabilities
a) Income tax matters under dispute: Pending with authorities at
various Levels. Rs.1,419.52 lacs (Previous year: Rs.2,856.88 lacs)
excluding interest and penalty.
b) Service tax matters under dispute: Pending with CESTAT, Bangalore
Rs.490.13 lacs (Previous year: 490.13) exclusive of penal interest.
c) Claims against the Company not acknowledged as debts Rs.52.97 lacs
(Previous year: Rs.73.75 lacs).
In respect of items above, future cash outflows in respect of
contingent liabilities are determinable only on receipt of
judgments/decisions pending at various forums/authorities. The
management believes that the ultimate outcome of above proceeding will
not have a material adverse effect on the Company''s financial position
and results of operations.
d) In January, 2013, the Company has received a show cause notice from
the Directorate of Enforcement, alleging that the Company has
contravened certain provisions of the Foreign Exchange Management Act,
1999 with regard to foreign direct investment made/received and its
utilisation. The Management has replied to the show cause notice and
had personal hearings to represent their matter and the same is pending
before the authority and believes that there is a fair chance of
defending the case based on internal assessment/legal opinion.
e) Guarantee given by the Company on behalf of subsidiary companies
Rs.23,511.11 lacs (Previous year: Rs.17,279.03 lacs).
5. Capital and other commitments
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advance) Rs.56.41 lacs (Previous
year: Rs.44.15 lacs).
b) For commitments relating to lease arrangements, please refer note
37.
6. Government grants / subsidy
Capital reserve represents State Investment subsidy sanctioned by the
Government of Andhra Pradesh, for setting up of a unit at Toopran
Mandal, Andhra Pradesh under Target 2000 Scheme of the State
Government.
7. Details of dues to Micro and Small Enterprises as defined under the
MSMED Act, 2012
Based on the information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises
under "The Micro, Small and Medium Enterprises Development Act, 2006",
to whom the Company has paid interest or any interest payable on
balances outstanding as at December 31, 2014 and December 31, 2013.
8(i) Employees stock option plan (ESOP)
The Company provides share-based payments to its employees. During the
year ended December 31, 2014, the following employee stock option plans
(ESOPs) were in existence. The relevant details of the scheme and the
grant are as follows:
a Employees stock option and share plan 2006
The Company instituted an Employees Stock Option Scheme ("ESOPs") for
certain employees as approved by the shareholders on September 20, 2006
which provides for a grant of 840,000 options (each option convertible
into share) to employees.
d Intrinsic value is H Nil for the options granted, hence no employee
stock option compensation.
e Since, the Company used the intrinsic value method the impact on the
reported net profit and earnings per share by applying the fair value
method is as under:
9. Segment information
In accordance with accounting standard 17-Segment Reporting, segment
information has been given in the consolidated financial statements of
the Company and therefore no separate disclosure on segment information
is given in the financial statements.
b Names of other related parties with whom transactions have taken
place during the year
Enterprises having significant influence
UPL Limited (Formerly United Phosphorus Limited)
Jai Research Foundation
Demuric Holdings Private Limited
Swal Corporation Limited
Key managerial person
Mr. Venkatram Vasantavada - Whole Time Director (appointed w.e.f.
November 01, 2014) Mr. V. R. Kaundinya - Managing Director (resigned
w.e.f. January 01, 2014)
10. Details of employee benefits
(i) Defined benefit plan-gratuity
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn basic salary) for each completed year of
service. The scheme is funded with an insurance company in the form of
a qualifying insurance policy.
The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period
over which the obligation is to be settled. There has been significant
change in the expected rate of return on assets due to the improved
stock market scenario.
(ii) Defined contribution plan
Contribution to provident fund and superannuation fund amounting to
Rs.32.44 lacs (Previous year: Rs.41.32 lacs) has been recognised as an
expense and included in note 24 under ''Contribution to provident and
other funds'' in the Statement of Profit and Loss.
11. Operating leases
Company as lessee (Lease payments)
Office premises and motor vehicles are taken on operating lease. The
lease term is in the range of three years to ten years and thereafter
renewable. The lease is cancellable at any time and there is no
escalation clause in the lease agreement. There are no restrictions
imposed by lease arrangements. There are no subleases. Lease rental
expense for the year for the agreements entered into is H364.32 lacs
including land lease charges of Rs.238.96 lacs. (Previous year: H298.95
lacs including land lease charges of Rs.242.51 lacs).
Company as lessor (Lease receipts)
The Company entered into an agreement for lease of certain assets and
Rs.150.00 lacs (Previous year: Rs.150.00 lacs) have been recognised as
rental income in the Statement of Profit and Loss. The lease is
cancellable at any time.
12. The remuneration paid to Mr. Venkatram Vasantavada, Whole-Time
Director is in excess of the limits specified under Part II of Schedule
V to the Companies Act, 2013. Subsequent to the balance sheet date, the
Company has made an application to the Central Government for seeking
its approval for payment of remuneration upto H250 lacs p.a for a
period of 3 years commencing from November 1, 2014. The remuneration
paid to Mr. Venkatram for the period November 1, 2014 to December 31,
2014 is subject to the approval of Central Government.
13. Previous year figures have been regrouped/reclassified, where
necessary, to conform to the current year''s classification.
Dec 31, 2013
1) Rs.14,700 lacs (Previous year: Rs.14,900 lacs) non convertible
debentures (NCDs) consisting of 1,470 (Previous year: 1,490) unsecured
redeemable non convertible debentures of Rs.10 lacs each redeemable at
par at the end of five years from the date of allotment viz March 13,
2010 or at every interest payment date, which is on quarterly basis at
the option of the Company.
2) NCD''s carry a coupon rate of Indian Benchmark rate (INBMK) 2% with
a minimum floor price of 10% per annum.
3) As per the Information Memorandum for Non-convertible Debentures
issued by the Company, the Company is authorised to purchase its own
NCDs from time to time from the open market in accordance with the
applicable laws. Pursuant to the said Information Memorandum, the
Company during the current year, has purchased 150 NCD''s and issued 130
NCDs. Outstanding NCDs referred in Note 1 excludes the debentures held
in the name of the Company as on 31st December 2013, in respect of
which the Company shall have the right to re-issue the debentures as
and when the Company may deem fi t.
b) Foreign currency floating rate guaranteed convertible bonds are due
in 2016. 250 Floating rate guaranteed convertible bonds of USD 200,000
each:
4) FCCB''s are convertible by the bondholders into ordinary equity or
Global Depository Shares (GDSs) at any time on and after July 15, 2011
up to the close of business on July 2, 2016. The FCCB''s will be
convertible at an initial conversion price of Rs. 56.57 per share of
Rs.2/- each (Previous year: Rs. 282.84 per share of Rs.10/- each) and
are listed on Singapore Stock Exchange.
5) FCCB''s are redeemable, in whole but not in part, at the option of
the Company on or at any time after July 9, 2014, subject to the
fulfillment of certain terms and obtaining requisite approvals.
6) FCCB''s are redeemable on maturity date of July 9, 2016 at par, if
not redeemed or converted earlier.
7) FCCB''s carry an interest rate of LIBOR 3.5%.
(c) Term loans of Rs.2,500 lacs (Previous year: Rs.5,000 lacs) from
bank carries interest rate 12% to 13.25% per annum and repayable in 8
quarterly installments of Rs. 625 lacs starting from January 2013.
(d) The Company has entered into an agreement with the BIRAC, Ministry
of Science and Technology, Government of
ndia (''DBT'') for seeking assistance in the form of Grant/loan under the
DBT scheme, viz. Biotechnology Industry Partnership Program (''BIPP
scheme'') in relation to project of "Multi stacking genes to develop
engineered rice with enhanced drought and multiple disease and pest
tolerance ("Rice Project")" and "RNAi and other cutting edge
technological interventions to develop insect-pest, diseases and
viruses tolerant tomato hybrids for Indian and international markets
("Tomato Project")" ("the projects"), in connection with the same the
Company has received assistance in the form of loan at interest rate of
2%/3% for 104.72 lacs (Previous year: Rs.63.93 lacs) and in the form of
grant for 104.72 lacs (Previous year: Rs.63.93lacs). The unutilised
grant of Rs.64.65 lacs (Previous year: Rs.46.07 lacs) is considered as
"other long term liabilities".
Loan amounting to Rs. 72.17 lacs pertaining to rice project is
repayable in 10 equal half yearly installments starting from August
2015 and loan amounting to Rs.32.55 lacs pertaining to tomato project
is repayable in 10 equal half yearly installments starting from April
2015.
The loan is secured by way of hypothecation of all equipment,
apparatus, machineries, machinery spares and other accessories, goods
and/or other movable property, and/or immovable property of the Company
acquired for the project through contribution by the Company and/or by
the DBT to a value equivalent to loan amount and interest thereon. In
view of the transfer of BIPP scheme from DBT to BIRAC, the Company has
executed the Agreements and will shortly execute the Deed of
hypothecation in favor of BIRAC.
8. Arrangement with UPL Limited
In previous year, the Company had entered into a License Agreement
effective from April 2, 2012 with United Phosphorous Limited (UPL) to
grant technical know-how for commercial exploitation, development, use
and sale of its Licensed Products and use of brands. In consideration
thereof, the Company has received a royalty at the rate of 7 % of net
sales revenue of its Licensed Products amounting to Rs. 930.95
(Previous year: Rs. 640.51 lacs). Further, the Company carries out
research and development activities, as agreed, in connection with the
Licensed Products and accordingly, the Company has received an amount
of Rs.709.01 lacs (Previous year: Rs.1,115.00 lacs) as per the
agreement entered between both the parties.
9. Amalgamation of Unicorn Seeds Private Limited
Pursuant to the Scheme of Amalgamation (''the Scheme'') under Sections
391 to 394 of the Companies Act, 1956, the Honorable High Court of
Andhra Pradesh had pronounced an order on October 9, 2012 sanctioning
the Scheme of amalgamation of Unicorn Seeds Private Limited
(''Unicorn''), a wholly owned subsidiary of the Company with the Company
from the appointed date i.e. April 1, 2011. The Scheme became effective
on November 23, 2012 upon fi ling of the said order with the Registrar
of Companies, Hyderabad. Consequently, all the assets and liabilities
of the Unicorn were transferred to and vested in the Company with
effect from April 1, 2011.
The amalgamation was accounted for under the "pooling of interest"
method referred to in the Accounting Standard 14 - Accounting for
Amalgamation, as prescribed by the Scheme. Accordingly, all the
assets, liabilities and other reserves of Unicorn as on April 1, 2011
had been aggregated at their respective book values.
The Company was holding the entire paid-up capital of Unicorn and hence
no consideration had been issued for the aforesaid amalgamation.
Further the share capital of Unicorn had been cancelled and the
corresponding amount of Rs.136.10 lacs had been credited to the Capital
Reserve account.
In accordance with the scheme, the cost of investment in the equity
share capital and preference share capital of Unicorn aggregating to
Rs. 4,966.32 had been debited to the Securities Premium of the Company.
The accounts of Unicorn for the year ended December 31, 2011 were
finalized as a separate entity. The net loss amounting to Rs.160.36 lacs
of Unicorn for the period April 1, 2011 to December 31, 2011 had been
adjusted in the statement of profit and loss of the Company for
previous year ended December 31, 2012.
Contingent liabilities
a) Income tax matters under dispute: Pending with authorities at
various levels. Rs.2,856.88 lacs (Previous year: Rs. 2,347.14 lacs).
b) Service tax matters under dispute: Pending with CESTAT, Bangalore
Rs.490.13 Lacs (Previous year: 490.13) exclusive of penal interest.
c) Claims against the Company not acknowledged as debts f 73.75 lacs
(Previous year: Rs.151.00 lacs).
In respect of items above, future cash outflows in respect of
contingent liabilities are determinable only on receipt of
judgments/decisions pending at various forums/authorities. The
management believes that the ultimate outcome of above proceeding will
not have a material adverse effect on the Company''s financial position
and results of operations.
d) In January, 2013, the Company has received a show cause notice from
the Directorate of Enforcement, alleging that the Company has
contravened certain provisions of the Foreign Exchange Management Act,
1999 with regard to foreign direct investment made/received and its
utilisation. The Management has replied to the show cause notice and
had personal hearings to represent their matter and the same is pending
before the authority and believes that there is a fair chance of
defending the case based on internal assessment/ legal opinion.
e) Guarantee given by the Company on behalf of subsidiary companies
Rs.17,279.03 lacs (Previous year: Rs.6,010.03 lacs).
10. Capital and other commitments
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advance) Rs.44.15 lacs (Previous
year: Rs.23.55 lacs).
b) For commitments relating to lease arrangements, please refer note
38.
11. Government grants / subsidy
Capital reserve represents State Investment subsidy sanctioned by the
Government of Andhra Pradesh, for setting up of a unit at Toopran
Mandal, Andhra Pradesh under Target 2000 Scheme of the State
Government.
12. Details of dues to Micro and Small Enterprises as defined under
the MSMED Act, 2012
Based on the information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises under
"The Micro, Small and Medium Enterprises Development Act, 2006", to
whom the Company has paid interest or any interest payable on balances
outstanding as at December 31, 2013 and December 31, 2012.
13(i) Employees stock option plan (ESOP)
a The Company instituted an Employees Stock Option Scheme ("ESOP") for
certain employees as approved by the shareholders on September 20,
2006. During the year ended December 31, 2013, the following scheme is
under operation:
13(ii) Advanta Employee Stock Option Plan 2013
During the financial year ended December 31, 2013, the Company
introduced a new employee stock option plan under the captioned name,
upon obtaining approval by the shareholders through Postal Ballot
process.
Under the said plan, a maximum of 13,00,000 options have been reserved
to be issued to such eligible employees of the Company and also to that
of its subsidiaries as may be decided by the Remuneration Committee
from time to time, which if exercised would give rise to equal number
of shares of Rs.2/- each.
b Names of other related parties with whom transactions have taken
place during the year:
Enterprises having significant influence
UPL Limited (Formerly United Phosphorus Limited)
Jai Research Foundation
Demuric Holdings Private Limited
Swal Corporation Limited
Key managerial person
Mr. V. R. Kaundinya Managing Director (resigned w.e.f. January 1, 2014)
14. Details of employee benefits
(i) Defined benefit plan-gratuity
The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn basic salary) for each
completed year of service. The scheme is funded with an insurance
company in the form of a qualifying insurance policy.
(ii) Defi ned contribution plan
Contribution to provident fund and superannuation fund amounting to
Rs.41.32 lacs (Previous year: Rs.28.07 lacs) has been recognised as an
expense and included in note 23 under ''Contribution to provident and
other funds'' in the Statement of Profit and Loss.
15. Operating leases
Company as lessee (Lease payments)
Office premises and motor vehicles are taken on operating lease. The
lease term is in the range of three years to ten years and thereafter
renewable. The lease is cancellable at any time and there is no
escalation clause in the ease agreement. There are no restrictions
imposed by lease arrangements. There are no subleases. Lease rental
expense for the year for the agreements entered into is Rs. 298.95 lacs
including land lease charges of Rs. 242.51 lacs. (Previous year:
Rs.98.82 lacs including land lease charges of Rs.2.71 lacs).
Company as lessor (Lease receipts)
The Company entered into an agreement for lease of certain assets and
Rs.150.00 lacs (Previous year: Rs.112.50 lacs) have been recognised as
rental income in the Statement of Profit and Loss. The lease is
cancellable at any time.
16. Particulars of derivatives contracts entered into for hedging
purpose outstanding as at balance sheet date
Purpose: Hedge of foreign currency advance given to subsidiary (in
EURO) and hedge against exposure to variable interest outflow on loans.
As per the full currency swap arrangement, the Company converts
underlying INR liability to EURO liability to provide a natural hedge
against the EURO loan given. As per the arrangement, the Company will
receive 6.51%p.a on INR notional liability (Rs.10,000 lacs) for the
period and pay Nil on EURO Notional. As on the balance sheet date, a
mark to market valuation of the outstanding swaps resulting in a
notional loss of Rs.2,313.78 lacs (Previous year: Rs. 690.53 lacs) is
charged to Statement of Profit and Loss. Also, a corresponding
unreaslized gain on restatement of EURO loan given of Rs. 2,342.83 lacs
(Previous year: Rs. 642.14 lacs) and interest on swap arrangement of
Rs. 629.58 lacs (Previous year: Rs. 557.98 lacs) has been credited to
Statement of Profit and Loss.
17. Exceptional item
Exceptional item reflects a charge of Rs. Nil (Previous year Rs.470.42
lacs) arising out of settlement of litigation with a vendor.
18. The Company had incurred Rs.84.41 lacs until December 31, 2012 in
connection with the proposed rights issue of its equity shares which
was carried forward and disclosed under other current assets. However,
the Company did not offer the proposed rights issue within the extended
period provided by the SEBI and accordingly the same has been charged
to Statement of Profit and Loss during the current year.
19. In the previous year, the Company had made an application to
Central Government seeking its approval to pay remuneration to Mr.
V.R.Kaundinya, Managing Director for a period of 3 years, i.e., from
July 10, 2012 to July 9, 2015. During the current year vide its Letter
dated, October 21, 2013, the Central Government approved the payment of
remuneration for one year i.e. July 10, 2012 to July 9, 2013. Hence,
the Company has made another application to the Central Government for
seeking its approval for payment of remuneration to Mr. V.R.Kaundinya,
Managing Director up to Rs.200 lacs p.a for the period starting from
July 10, 2013 to December 31, 2013. Accordingly, the Company has paid
the remuneration for the aforesaid period subject to approval of
Central Government.
20. Previous year figures have been regrouped/reclassified, where
necessary, to conform to the current year''s classification.
Dec 31, 2012
1 Corporate Information
Advanta India Limited (''AIL'' or ''the Company'') is a public company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed on two stock exchanges in
India. The Company is engaged in the business of research, production
and sale of field crops and vegetable seeds through distributors to
farmers.
2 Basis of Preparation
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on an accrual basis and under the
historical cost convention. The accounting policies have been
consistently applied and are consistent with those used in the previous
year.
(a) Terms/rights attached to equity shares
The Company has one class of equity shares having par value of Rs. 10/-
per share. Each holder of equity shares is entitled to one vote per
share.
The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of the equity
shares will be entitled to receive the remaining assets of the Company
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
As per records of the Company, including its register of
shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both
legal and beneficial ownerships of shares.
(b) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock
option (ESOP) plan of the Company, refer note 31.
Notes:
a) Unsecured Redeemable Non Convertible Debentures
1) Rs. 14,900 lacs (Previous year: Rs. 16,200 lacs) non convertible
debentures (NCDs) consisting of 1,490 (Previous year: 1,620) unsecured
redeemable non convertible debentures of Rs. 10,00,000 each redeemable
at par at the end of five years from the date of allotment viz 13th
March 2010 or at every interest payment date, which is on quarterly
basis at the option of the company.
2) NCD''s carry a coupon rate of INBMK 2% with a minimum floor price of
10% per annum.
3) As per the Information Memorandum for Non-convertible Debentures
issued by the Company, the Company is authorised to purchase its own
NCDs from time to time from the open market in accordance with the
applicable laws. Pursuant to the said Information Memorandum, the
Company, during the current year, has purchased and reissued NCDs and
at year end, 130 NCDs are in the name of the Company as on 31st
December 2012. Outstanding NCDs referred in Note No. 1 excludes the
debentures held in the name of the Company as on 31st December 2012, in
respect of which the Company shall have the right to re-issue the
Debentures as and when the Company may deem fit.
b) Foreign Currency Floating Rate Guaranteed Convertible Bonds due
2016.
250 Floating Rate Guaranteed Convertible Bonds of USD 200,000 each:
1) FCCB''s are convertible by the bondholders into Ordinary Shares or
Global Depository Shares (GDSs) at any time on and after 15th July 2011
up to the close of business on 2nd July 2016. The FCCB''s will be
convertible at an initial conversion price of Rs. 282.84 per share and
are listed on Singapore Stock Exchange.
2) FCCB''s are redeemable, in whole but not in part, at the option of
the Company on or at any time after July 9, 2014, subject to the
fulfillment of certain terms and obtaining requisite approvals.
3) FCCB''s are redeemable on maturity date of 9th July 2016 at par, if
not redeemed or converted earlier.
4) FCCB''s carry an interest rate of LIBOR 3.5%.
c) Term loans of Rs. 5,000 lacs (Previous year: Rs. 5,000 lacs) from
bank carries interest rate 12% to 13% per annum. and repayable in 8
quarterly installments of Rs. 625 lacs starting from Jan, 2013.
d) The Company has entered into an agreement with the Department of
Biotechnology, Ministry of Science and Technology, Government of India
(''DBT'') for seeking assistance in the form of Grant/loan'' under the DBT
scheme, viz. Biotechnology Industry Partnership Program (''BIPP''
scheme'') in relation to projected of "Multi stacking genes to develop
engineered rice with enhanced drought and multiple disease and pest
tolerance" and "RNAi and other cutting edge technological interventions
to develop insect-pest, diseases & viruses tolerant tomato hybrids for
Indian & International markets" ("the projects"), in connection with
the same the Company has received assistance in the form of loan at
interest rate of 2%/3% for Rs. 63.93 lacs and in the form of Grant for
Rs. 63.93 lacs. The unutilised grant of Rs. 46.07 lacs (Previous year -
Rs. 58.47 lacs) is considered as other long term liabilities. The loan
is secured by way of hypothecation of all equipment, apparatus,
machineries, machinery spares and other accessories, goods and/or other
movable property, and/ or immovable property of the Company acquired
for the project through contribution by the Company and/or by the DBT
to a value equivalent to loan amount and interest thereon.
3. Arrangement with United Phosphorous Limited
The Company has entered into a License Agreement effective from 2nd
April 2012 with United Phosphorous Limited (UPL) to grant technical
know-how for commercial exploitation, development, use and sale of its
Licensed Products and use of brands. In consideration thereof, the
Company has received a royalty at the rate of 7% of net sales revenue
of its Licensed Products amounting to Rs. 640.51 lacs. Further, Company
shall carry out research and development activity, as agreed, in
connection with the Licensed Products and accordingly, the Company has
received an amount of Rs. 1,115.00 lacs as per the agreement entered
between both the parties.
4. Amalgamation of Unicorn Seeds Private Limited
Pursuant to the Scheme of Amalgamation (''the Scheme'') under Sections
391 to 394 of the Companies Act, 1956, the Honorable High Court of
Andhra Pradesh has pronounced an order on October 9, 2012 sanctioning
the Scheme of amalgamation of Unicorn Seeds Private Limited
(''Unicorn''), a wholly owned subsidiary of the Company with the Company
from the appointed date viz April 1, 2011. The Scheme became effective
on November 23, 2012 upon filing of the said order with the Registrar
of Companies, Hyderabad. Consequently, all the assets and liabilities
of the Unicorn have been transferred to and vested in the Company with
effect from April 1, 2011. The scheme has accordingly been given effect
to in these accounts.
The amalgamation has been accounted for under the "pooling of interest"
method referred to in the Accounting Standard 14 - Accounting for
Amalgamation, as prescribed by the Scheme. Accordingly, all the assets,
liabilities and other reserves of Unicorn as on April 1, 2011 have been
aggregated at their respective book values.
The Company was holding the entire paid-up capital of Unicorn and hence
no consideration has been issued for the aforesaid amalgamation.
Further the share capital of Unicorn has been cancelled and the
corresponding amount of Rs. 136.10 lacs has been credited to the
Capital Reserve.
In accordance with the scheme, the cost of investment in the equity
share capital and preference share capital of Unicorn aggregating to
Rs. 4,966.32 has been debited to the Securities Premium of the Company.
The accounts of Unicorn for the year ended December 31, 2011 were
finalised as a separate entity. The net loss amounting to Rs. 160.36
lacs of Unicorn for the period April 1, 2011 to December 31, 2011 has
been adjusted in the statement of profit and loss of the Company.
5. Contingent Liabilities as at the Balance Sheet date
Income tax matters under dispute:
Pending with authorities at various levels - Rs. 2,347.14 lacs
(Previous Year: Rs. 1,846.75 lacs)
Service tax matters under dispute:
Pending with CESTAT, Bangalore Rs. 490.13 Lacs (Previous Year: Nil)
exclusive of penal interest
Claims against the Company not acknowledged as debts Rs. 151.00 lacs
(Previous Year: Rs. 8,008.09 lacs).
In respect of items above, future cash outflows in respect of
contingent liabilities are determinable only on receipt of
judgments/decisions pending at various forums/authorities. The
management believes that the ultimate outcome of above proceeding will
not have a material adverse effect on the company''s financial position
and results of operations.
Guarantee given by company on behalf of subsidiary companies Rs.
6,010.03 lacs (Previous Year: Rs. 8,798.77 lacs)
6. Commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advance) Rs. 23.55 lacs (Previous
Year: Rs. 54.39 lacs).
7. Government grants / subsidy
Capital Reserve represents State Investment subsidy sanctioned by the
Government of Andhra Pradesh, for setting up of a unit at Toopran
Mandal, Andhra Pradesh under Target 2000 Scheme of the State
Government.
8 Details of dues to Micro and Small Enterprises as defined under the
MSMED Act,2012:
Based on the information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises
under "The Micro, Small and Medium Enterprises Development Act, 2006",
as at 31st December, 2012.
9. Employees Stock Option Plan (ESOP)
a. The Company instituted an Employees Stock Option Scheme ("ESOPS")
for certain employees as approved by the shareholders on September 20,
2006. During the year ended December 31, 2012, the following scheme is
under operation:
10. Segment Information
a. Business Segment:
The Company has considered Business segment as the primary segment for
disclosure. The Company is engaged in research, production and
distribution of Hybrid seeds, which in the context of Accounting
Standards 17 issued by the Institute of Chartered Accountants of India
is considered the only Business Segment.
b. Geographical Segment:
Secondary segmental information is based on the geographical location
of the customers. The geographical segment have been disclosed based on
revenues within India (sales to customers in India) and revenues
outside India (sales to customer located outside India.)
b. Names of other related parties with whom transactions have taken
place during the year: Enterprises having Significant Influence
United Phosphorus Limited Jai Research Foundation PT United Phosphorus
Indonesia Demuric Holdings Private Limited Swal Corporation Limited
Key Managerial Personnel
Mr. V. R.Kaundinya  Managing Director
35. Details of Employee Benefits
(i) Defined Benefit Plans-Gratuity
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with an insurance company in the form of a
qualifying insurance policy.
(ii) Defined contribution plan:
Amount of Rs. 28.07 lacs (Previous Year: Rs. 116.63 lacs) has
recognised as an expense and included in Note 22 Â ''Contribution to
Provident and Other Funds'' in the statement of profit and loss
11. Leases:
Operating Lease
Office Premises, motorcars are obtained on operating lease. The lease
term is in the range of 3 years to 10 years and thereafter renewable.
There is no escalation clause in the lease agreement. There are no
restrictions imposed by lease arrangements. There are no subleases.
Lease rental expense for the year for the agreements entered into is X
98.82 lacs including land lease charges of Rs. 2.71 lacs. (Previous
Year: Rs. 642.96 lacs including land lease charges of t 384.04 lacs)
12. Exceptional item
Exceptional item reflects a charge of Rs. 470.42 lacs arising out of
settlement of litigation with a vendor.
13. Up to December 31, 2012, the Company has incurred Rs. 84.41 lacs
(Previous Year: Rs. 48.41 lacs) in connection with the proposed rights
issue of its equity shares. This amount shall be adjusted against
securities premium arising from the proposed rights issue of equity
shares, as permitted under section 78 of the Companies Act, 1956.
Accordingly, this amount has been carried forward and disclosed under
the note 16.2 ''Unamortized expenditure''.
14. In August 2012, the Company has made an application to the Central
Government (MCA) seeking its approval for the re-appointment of Mr.V.
R. Kaundinya as Managing Director of the Company for a period of 3
years at a maximum remuneration of Rs. 200 lacs per annum for the
period starting from 10th July 2012,as the remuneration to be paid by
the company is in excess of limit prescribed under the Companies
Act,1956. The approval is awaited in this regard. Pending approval, the
remuneration is paid to the Managing Director on the basis of existing
approval.
15. During the year ended 31 December 2012, the revised Schedule VI
notified under the Companies act 1956, has become applicable to the
company. The company has reclassified previous year figures to conform
to this year''s classification. The adoption of revised Schedule VI does
not impact recognition and measurement principles followed for
preparation of financial statements. However, it significantly impacts
presentation and disclosures made in the financial statements,
particularly presentation of balance sheet. In view of the arrangement
with UPL (refer note 25) and amalgamation of Unicorn Seeds Private
Limited (refer note 26) the figures for the current year are not
comparable with previous year.
Dec 31, 2011
1. NATURE OF OPERATIONS
The Company is engaged in the business of manufacturing and sale of
Telecommunication cables, other types of wires & cables, FRP rods/Glass
rovings, etc. and Engineering, Procurement and Construction (EPC)
business.
2. Government grants / subsidy:
a) Capital Reserve represents State Investment subsidy sanctioned by
the Government of Andhra Pradesh, for setting up of a unit at Toopran
Mandal, Andhra Pradesh under Target 2000 Scheme of the State
Government.
b) The Company has entered into an agreements with the Department of
Biotechnology, Ministry of Science and Technology, Government of India
('DBT') for seeking assistance in the form of 'Grant/loan' under
the DBT scheme, viz. Biotechnology Industry Partnership Program
('BIPP' scheme') in relation to project of "Multi stacking genes to
develop engineered rice with enhanced drought and multiple disease and
pest tolerance" and "RNAI and other cutting edge technological
interventions to develop insect-pest, diseases & viruses tolerant
tomato hybrids for Indian & International markets" ("the
projects"), in connection with the same the Company has received
assistance in the form of loan at interest rate of 2%/3% for Rs 63.93
lacs and in the form of Grant for Rs 63.93 lacs. The unutilised grant of
Rs 58.47 lacs is considered as liability.
3. Contingent Liabilities as at the Balance Sheet date:
(i) Income tax matters under dispute:
Pending with authorities at various levels - Rs 1,846.75 lacs (Previous
Year: Rs 1922.35 lacs);
(ii) Claims against the Company not acknowledged as debts Rs 8,008.09
lacs. (Previous Year: Rs 8,019.59 lacs). Includes a claim of Rs 7,903.39
lacs made by a party which the Company has disputed and has filed a
counter claim against the said party for an amount of Rs 2,739.07 lacs.
(iii) Guarantee is given by company on behalf of subsidiary companies Rs
8,798.77 lacs. (Previous Year: Rs 7,986.77 lacs)
4. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advance) Rs 54.39 lacs (Previous
Year: Rs 34.90 lacs).
5. Based on the information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises
under "The Micro, Small and Medium Enterprises Development Act,
2006", as at 31st December, 2011.
6. Employees Stock Option Plan (ESOP)
The Company instituted an Employees Stock Option Scheme ("ESOPS")
for certain employees as approved by the shareholders on 20th
September, 2006. In accordance with the scheme, the Company granted
options in respect of 178,779 equity shares to employees of the Company
and its subsidiaries on one to one basis at an exercise price of Rs
285/- being the market price as per the valuation report from a
Chartered Accountant on the date of grant. The options were granted
with a vesting period spread over 4 years and 6 months. Out of the
total options granted, vesting of 50% of the options granted is
conditional upon the Company meeting annual performance benchmarks
based on parameters set by the Remuneration Committee.
7. Segment Information
a. Business Segment:
The Company has considered Business segment as the primary segment for
disclosure. The Company is engaged in research, production and
distribution of Hybrid seeds, which in the context of Accounting
Standards 17 issued by the Institute of Chartered Accountants of India
is considered the only Business Segment.
b. Geographical Segment:
Secondary segmental information is based on the geographical location
of the customers. The geographical segment have been disclosed based on
revenues within India (sales to customers in India) and revenues
outside India (sales to customer located outside India.)
* Includes Investments Rs36,252.19 lacs (Previous year Rs36,252.19 lacs),
Loans and Advances Rs 40,360.94 lacs (Previous year Rs29,664.00 lacs),
Debtors Rs 4.65 lacs (Previous year Rs120.80 lacs) and Other Current
Assets Rs 296.60 lacs ( Previous year Rs 531.27 lacs)
Note: Figures in brackets represents amounts pertaining to the previous
year.
A. Names of other related parties with whom transactions have taken
place during the year:
Enterprises having Significant Influence
United Phosphorus Limited Jai Research Foundation PT United Phosphorus
Indonesia Demuric Holdings Private Limited
Key Managerial Personnel
Mr. V. R . Kaundinya - Managing Director
8. Details of Employee Benefits - Gratuity
(i) Defined Benefit Plans
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with an insurance company in the form of a
qualifying insurance policy.
The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period
over which the obligation is to be settled. There has been significant
change in the expected rate of return on assets due to the improved
stock market scenario.
Notes
1. The estimates of future salary increases, considered in actuarial
valuation, takes account of Inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
2. The disclosure in respect of status of defined benefits obligation
have been given for the current year and the three previous years since
the Company have adopted AS 15 (Revised) in the year F2008.
(ii) Defined Contribution Plans
Amount of Rs116.63 lacs (Previous Year: Rs130.52 lacs) is recognised as
an expense and included in Schedule Q - 'Contribution to Provident and
Other Funds' in the Profit and Loss account.
9. Leases: Operating Lease
Office Premises, motorcars are obtained on operating lease. The lease
term is in the range of 3 years to 10 years and thereafter renewable.
There is no escalation clause in the lease agreement. There are no
restrictions imposed by lease arrangements. There are no subleases.
Lease rental expense for the year for the agreements entered into is Rs
258.92 lacs. (Previous Year: Rs 462.98 lacs)
Basic and Diluted earnings per share are calculated by dividing the net
profit for the Year attributable to equity share holders by the
weighted average number of equity shares outstanding during the year.
10. Provision for Milestone Payments
The Company had entered into a business purchase agreement (BPA) on
January 4, 2008 with the erstwhile promoters of Unicorn Seeds Private
Limited (USPL) for acquisition of their entire shareholding in USPL.
Pursuant to the BPA, the Company had recognized a provision of Rs1,000
lacs for milestone payable on achievement of certain targets upto June
30, 2010. During the year the Company has executed agreement for
settlement with erstwhile promoters of USPL, pursuant to which payment
to the extent of Rs 650 lacs has been agreed and made. Further the
company has written back the liability being no longer payable of Rs
34.47 lacs, with corresponding reduction in the carrying value of
investment in USPL.
11. Research and Development Expenses:
a) Revenue Rs 673.64 lacs (Previous Year: Rs 790.87 lacs)
b) Capital Rs 105.78 lacs (Previous Year: Rs 32.35 lacs)
11. Foreign Currency Convertible Bonds (FCCBs) Floating Rate
Guaranteed Convertible Bonds due 2016 250 Floating Rate Guaranteed
Convertible Bonds of USD 200,000 each are:
a) Convertible by the bondholders into Ordinary Shares or Global
Depository Shares (GDSs) at any time on and after 15th July 2011 up to
the close of business on 2nd July 2016. The FCCB's will be convertible
at a initial conversion price of Rs 282.84 per share and are listed in
Singapore Stock Exchange.
b) Redeemable, in whole but not in part, at the option of the Company
on or at any time after July 9, 2014, subject to the fulfillment of
certain terms and obtaining requisite approvals.
c) Redeemable on maturity date of 9th July 2016 at par, if not redeemed
or converted earlier.
Expense related to the issue of FCCB's are adjusted against the
Securities Premium, accordingly an amount of Rs 695.77 Lacs (net of
taxes: Rs Nil) has been adjusted against the securities premium account.
12. Non Convertible Debentures
The Company has redeemed Debenture of Rs 12,500 lacs (Unsecured
Redeemable Non Convertible Debentures issued on 25th September 2010)
and Rs 8,800 lacs (out of Rs 25,000 lacs Unsecured Redeemable Non
Convertible Debentures issued on 13th March 2010) by exercising call
options on 1st July, 2011.
As on 31st December 2011 the outstanding Non Convertible Debentures of
Rs 16,200 lacs consisting of 1,620 Unsecured Redeemable Non Convertible
Debentures of Rs 1,000,000 each redeemable at par at the end of five
years from the date of allotment viz. 13th March 2010, or at every
interest payment date, which is on quarterly basis at the option of the
Company.
13. The Company has entered into a cost sharing agreement on 1st
December 2011with Advanta Holding BV, Netherlands ("the
subsidiary") with effective from 1st January 2011. Pursuant to that
the Company has recovered Rs 825.79 Lacs (Previous Year: Rs Nil) from the
subsidiary and the same has been adjusted against the respective
expenses as under:
14. Up to December 31, 2011, the Company has incurred Rs 48.41 lacs
(Previous Year: Rs 53.21 lacs) in connection with the proposed rights
issue of its equity shares. This amount shall be adjusted against
securities premium arising from the proposed rights issue of equity
shares, as permitted under section 78 of the Companies Act, 1956.
Accordingly, this amount has been carried forward and disclosed
separately under the head 'Miscellaneous Expenditure' in the Balance
Sheet.
15. Previous year's figures have been regrouped where necessary to
confirm to this year's classification.
Dec 31, 2009
1. Nature of operations
Advanta India Limited (AIL or the Company) is engaged in the
business of research, production and sale of field crops and vegetable
seeds through distributors to farmers.
2. Capital Reserve represents State Investment subsidy sanctioned by
the Government of Andhra Pradesh, for setting up of a unit at Toopran
Mandal, Andhra Pradesh under Target 2000 Scheme of the State
Government.
3. Contingent Liabilities as at the Balance Sheet date:
(i) Income tax matters under dispute:
a) Pending with authorities at various levels - Rs. 1,922.35 lacs
(Previous Year: Rs. 1,577.54 lacs);
b) Estimated liability on the basis of past assessments in respect of
pending assessments - Rs. 160.72 lacs (Previous Year :Rs 380.79 lacs);
(ii) Claims against the Company not acknowledged as debts Rs.8,035.59
lacs. (Previous Year: Rs. 56.61 lacs).
Includes a claim of Rs.7,903.39 lacs made by a party which the Company
has disputed and has filed a counter claim against the said party for
an amount of Rs.2,739.07 lacs.
(iii) Guarantee is given by company on behalf of subsidiary companies
Rs. 3,542.10 lacs. (Previous Year: Rs.750 lacs)
(iv) Guarantee given by companys banker on behalf of the company Rs.
Nil (Previous Year: Rs.100 lacs)
4. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advance) Rs. 33.54 lacs (Previous
Year: Rs. 97.91 lacs).
5. Based on the information available with the Company, there are no
suppliers who are registered as micro, small or medium enterprises
under "The Micro, Small and Medium Enterprises Development Act, 2006",
as at 31st December, 2009.
6. Employees Stock Option Plan (ESOP)
The Company instituted an Employees Stock Option Scheme ("ESOPS") for
certain employees as approved by the shareholders on 20th September,
2006. In accordance with the scheme, the Company granted options in
respect of 146,248 equity shares to employees of the Company and its
subsidiaries on one to one basis at an exercise price of Rs.285/- being
the market price as per the valuation report from a Chartered
Accountant on the date of grant. The options were granted with a
vesting period spread over 4 years and 6 months. Out of the total
options granted, vesting of 50% of the options granted is conditional
upon the Company meeting annual performance benchmarks based on
parameters set by the Remuneration Committee.
7. Segment Information:
a. Business Segment:
The Company has considered Business segment as the primary segment for
disclosure. The Company is engaged in research, production and
distribution of Hybrid seeds, which in the context of Accounting
Standards 17 issued by the Institute of Chartered Accountants of India
is considered the only Business Segment.
b. Geographical Segment:
Secondary segmental information is based on the geographical location
of the customers. The geographical segment have been disclosed based on
revenues within India (sales to customers in India) and revenues
outside India (sales to customer located outside India.)
8. Related Party Disclosures:
a. Names of related parties where control exist irrespective of
whether transactions have occurred or not:
Subsidiaries
Name of the Company Country of Incorporation
Advanta Holdings B.V. Netherlands
Advanta Netherlands Holdings B.V. Netherlands
Advanta Finance B.V. Netherlands
Advanta International B.V. Netherlands
Pacific Seeds (Thai) Limited Thailand
Pacific Seeds Holdings (Thai)
Limited Thailand
Pacific Seeds Pty. Limited Australia
Advanta Semillas SAIC Argentina
Advanta Seeds International Mauritius
Longreach Plant Breeders Management
Pty. Limited Australia
Advanta Comercio De Sementas LTDA Brazil
PT Advanta Indonesia Indonesia
Advanta US Inc USA
Unicorn Seeds Private Limited India
Advanta Seeds Limited India
b. Names of other related parties with whom transactions have taken
place during the year:
Enterprises having Significant Influence
United Phosphorous Limited
Uniphos Enterprises Limited
Jai Research Foundation
Key Managerial Personnel
Mr. V. R. Kaundinya - Managing Director
9. Details of Employee Benefits - Gratuity
(i) Defined Benefit Plans
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with an insurance company in the form of a
qualifying insurance policy.
10. Leases:
Operating Lease
Office Premises are obtained on Operating lease. The lease term is in
the range of 3 years to 30 years and thereafter renewable. There is no
escalation clause in the lease agreement. There are no restrictions
imposed by lease arrangements. There are no subleases. Lease rental
expense for the year for the agreements entered into is Rs. 418.94
lacs. (Previous Year: Rs. 409.01 lacs).
11. Research and Development Expenses :
a) Revenue Rs. 992.32 lacs (Previous Year: Rs. 1,048.27 lacs)
b) Capital Rs. 189.94 lacs (Previous Year: Rs. 83.27 lacs)
12. Supplementary Statutory Information:
a. Managerial Remuneration as above does not include Leave encashment
and Gratuity benefit, since the same is computed actuarially for all
the employees and the amount attributable to the Managerial person
cannot be ascertained separately.
b. The remuneration to the Managing Director for the year ended 31st
December 2008 and 31st December 2009 have exceeded the limit prescribed
under the Companies Act, 1956. The Company had filed an application
with the Central Government for approval of the remuneration to be paid
to the Managing Director in excess of the limits prescribed by the
Companies Act. The excess remuneration paid to the Managing Director
for the year ended December 31, 2008 amounts to Rs. 62.61 lacs and for
the year ended December 31, 2009 amounts to Rs. 74.76 lacs.
13. Previous years figures have been regrouped where necessary to
conform to this years classification.
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article