Notes to Accounts of India Cements Ltd.
Mar 31, 2023
* Shares are held in the capacity of a Trustee for the shares held by the Whollyowned subsidiaries in the Trusts.
* Pursuant to the Scheme of Amalgamation between Prince Holdings (Madras) Private Limited, Anna Investments Private Limited and others (Transferor Companies) with EWS Finance & Investments Private Limited (Transferee Company) and their respective shareholders sanctioned by Honâble National Company Law Tribunal, Division Bench II, Chennai, vide its Order dated 08.07.2022, the equity shares of The India Cements Limited held by Prince Holdings (Madras) Private Limited (2,59,93,000 equity shares - 8.39%) & Anna Investments Private Limited (1,31,66,625 equity shares - 4.25%) (Transferor Companies) vested with EWS Finance & Investments Private Limited (Transferee Company) and accordingly, the same were transferred electronically, to the Transferee Company, in two stages (i.e. Free shares on 15.09.2022 and Pledged shares on 21.09.2022) and completed on 21.09.2022.
Terms / Rights / restrictions attached to shares:
The company has only one class of Equity share. Each share has a paid up value of ''10/-. Every shareholder is entitled to one vote per share, except for the holders of Global Depository Shares, as given below:
During the year 2005-06, the company allotted 5,12,27,592 underlying equity shares of ''10/- each represented by 2,56,13,796 Global Depository Shares (GDS) in the ratio of 2:1. Holders of these GDSs have no voting rights with respect to the Deposited shares.
During the previous year 2021-22, the company had declared and distributed a dividend of ''1.00 per share.
During the year 2017-18, pursuant to the Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited (Transferor Companies) with The India Cements Limited (Transferee Company) approved by the Honâble National Company Law Tribunal, Division Bench, Chennai, vide its Order dated 20.04.2017, the Company has allotted, in June 2017, 9,73,544 equity shares of ''10/- each fully paid-up to the eligible shareholders of Trinetra Cement Limited and erstwhile Trishul Concrete Products Limited.
Shares reserved for issue under Employee stock option scheme:
As recommended by the Compensation Committee, the Board of Directors has granted, as on 01.04.2017, 18,35,000 options to eligible employees under Employees Stock Option Scheme, 2016 (Scheme). The options granted under the Scheme got vested with the employees on 01.04.2018 and the vested options were to be exercised within one year from the date of vesting. On exercise of each option, one equity share of ''10/- each fully paid-up were to be allotted at a price of '' 50/- per share, including a premium of ''40/- per share.
Out of the above, 17,45,000 Stock Options were vested on 01.04.2018 and the balance 90,000 Stock Options were cancelled. During the year 2018-19, all the 17,45,000 options were exercised by the Option holders and equal number of equity shares were allotted to them. Consequently the paid up equity share capital stands at ''309.90 Crores.
SECURITY CLAUSE FOR BORROWINGS
> Items (a) (i) 1 to 5 are secured by way of first pari passu charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6 & 19 are secured by way of first charge on the entire immovable and movable fixed assets pertaining to cement plant and Captive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Item (a) (i) 8 is secured by way of a first pari passu charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 16 & 23 are secured by way of an exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Items (a) (i) 7 & 18 are secured by way of pari passu charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 21 is secured by way of an exclusive first charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Items (a) (i) 9 & 20 are secured by way of first pari passu charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company.
> Item (a) (i) 17 is exclusive charge on land admeasuring 100.890 acres situated at Thalaiyuthu Village in Manur Taluk, Tirunelveli District, Tamil Nadu identified with certain specific survey numbers.
> Item (a) (i) 22 is secured by way of exclusive charge on the immovable & first parri passu charge on movable fixed assets of the cement grinding unit located at Vallur Village, Ponneri Taluk, Tamil Nadu.
> Item (b) The Working Capital Facilities availed by the Company, are secured by first pari passu charge on the Current Assets of the Cement Business of the Company and by second pari passu charge on the movable properties (other than Current Assets), ranking after the charges created / to be created in favour of the Term Lenders.
> Items (a) (i) 1 to 5 were secured by way of first pari passu charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6,11,12 & 19 were secured by way of first charge on the entire immovable and movable fixed assets pertaining to cement plant and Captive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Items (a) (i) 8 & 15 were secured by way of a first pari passu charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 10 & 16 were secured by way of an exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Items (a) (i) 7 & 18 were secured by way of pari passu charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 21 is secured by way of an exclusive first charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Items (a) (i) 9 & 20 were secured by way of first pari passu charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company.
> Item (a) (i) 17 was exclusive charge on land admeasuring 100.890 acres situated at Thalaiyuthu Village in Manur Taluk, Tirunelveli District, Tamil Nadu identified with certain specific survey numbers.
> Items (a) (i) 13 ,14 & (b) The Working Capital Facilities availed by the Company, were secured by first pari passu charge on the Current Assets of the Cement Business of the Company and by second pari passu charge on the movable properties (other than Current Assets), ranking after the charges created / to be created in favour of the Term Lenders.
41.19 (B) Additional Regulatory information required by Schedule III of the Companies Act, 2013:
1. Details of Benami Property held:
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
2. Borrowing secured against current assets:
The Company has borrowings from consortium of banks on the basis of security of its current assets. The Company has been submitting stock, trade receivables, creditors statements and other financial information to the consortium of banks on a monthly basis as also the Quarterly Information Statements.
The statements submitted to the consortium of banks are prepared based on the books of accounts. There are certain differences due to classification of receivables and inventories as explained below.
As regards the classification differences in trade receivables, it is due to the ageing related classification of trade receivables which are secured through trade deposits are treated as current receivables eligible for drawing power. As regards the classification differences in inventories, amounts paid to the suppliers awaiting receipt of materials are also treated as inventories.
However, considering the above overall differences are not material.
3. Wilful defaulter:
The company has not been declared Willful defaulter by any bank or financial institution or government or any government authority.
5. Registration of charges:
Registration, Modification and Satisfaction of charges relating to the year under review, had been filed with the Registrar of Companies (ROC), within the prescribed time or within extended time requiring the payment of additional fees.
6. Compliance with number of layers of companies:
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
7. Compliance with approved scheme(s) of arrangements:
The group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
8. Utilization of borrowed funds and share premium:
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the group shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
9. Undisclosed income:
There is no income surrendered or disclosed as income during the current or previous financial year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
10. Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
11. Valuation of PP&E, intangible asset and investment property:
The Company has not revalued its property, plant and equipment (including right-of-use assets) during the current financial year.
41.20 Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2022
Terms / Rights / restrictions attached to shares:
The company has only one class of Equity share. Each share has a paid up value of '' 10/-. Every shareholder is entitled to one vote per share, except for the holders of Global Depository Shares, as given below:
During the year 2005-06, the company allotted 5,12,27,592 underlying equity shares of '' 10/- each represented by 2,56,13,796 Global Depository Shares (GDS) in the ratio of 2:1. Holders of these GDSs have no voting rights with respect to the Deposited shares.
During the previous year 2020-21, the company had declared and distributed a dividend of '' 1.00 per share.
The Board of Directors has recommended a dividend of '' 1.00 per share, for the year 2021-22, which is subject to the approval of the shareholders.
During the year 2017-18, pursuant to the Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited (Transferor Companies) with The India Cements Limited (Transferee Company) approved by the Honâble National Company Law Tribunal, Division Bench, Chennai, vide its Order dated 20.04.2017, the Company has allotted, in June 2017, 9,73,544 equity shares of '' 10/- each fully paid-up to the eligible shareholders of Trinetra Cement Limited and erstwhile Trishul Concrete Products Limited.
Shares reserved for issue under Employee stock option scheme:
As recommended by the Compensation Committee, the Board of Directors has granted, as on 01.04.2017, 18,35,000 options to eligible employees under Employees Stock Option Scheme, 2016 (Scheme). The options granted under the Scheme got vested with the employees on 01.04.2018 and the vested options were to be exercised within one year from the date of vesting. On exercise of each option, one equity share of '' 10/- each fully paid-up were to be allotted at a price of '' 50/- per share, including a premium of Rs.40/- per share.
Out of the above, 17,45,000 Stock Options were vested on 01.04.2018 and the balance 90,000 Stock Options were cancelled. During the year 2018-19, all the 17,45,000 options were exercised by the Option holders and equal number of equity shares were allotted to them. Consequently the paid up equity share capital stands at '' 309.90 Crores.
SECURITY CLAUSE FOR BORROWINGS
As on 31-03-2022
> Items (a) (i) 1 to 5 are secured by way of first pari passu charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6,13,14 & 25 are secured by way of first Charge on the entire immovable and movable fixed assets pertaining to cement plant and Capitive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Items (a) (i) 10 & 21 are secured by way of a first pari passu Charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 12 & 22 are secured by way of an exclusive Charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Items (a) (i) 8 & 24 are secured by way of pari passu Charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 27 is secured by way of an exclusive first Charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Items (a) (i) 11 & 26 are secured by way of first pari passu Charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company
> Item (a) (i) 23 is exclusive Charge on land admeasuring 100.890 acres situated at Thalaiyuthu Village in Manur Taluk, Tirunelveli District, Tamilnadu identified with certain specific survey numbers.
> Items (a) (i) 17 ,18 & (b) The Working Capital Facilities availed by the Company, are secured by First Pari Passu Charge on the Current Assets of the Cement Business of the Company and by Second Pari Passu Charge on the movable properties (other than Current Assets), ranking after the Charges created / to be created in favour of the Term Lenders.
As on 31-03-2021
> Items (a) (i) 1 to 5 were secured by way of first pari passu Charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6,13,14 & 15 were secured by way of first Charge on the entire immovable and movable fixed assets pertaining to cement plant and Capitive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Items (a) (i) 10,20 & 21 were secured by way of a first pari passu Charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 7 & 12 were secured by way of an exclusive Charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Item (a) (i) 8 was secured by way of pari passu Charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 9 was secured by way of an exclusive first Charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Item (a) (i) 11, 19 were secured by way of first pari passu Charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company
> Item (a) (i) 16 was secured by way of first pari passu Charge on immovable and movable fixed assets, of Chennai Grinding Unit of the Company
> Items (a) (ii) 28 was exclusive charge on land admeasuring 103.33 acres out of total of area of 106.91 acres situated at Naranammalpuram, Tirunelveli Taluk and District, Tamilnadu identified with certain specific survey numbers.
> Items (a) (i) 17,18 & (b) The Working Capital Facilities availed by the Company, were secured by First Pari Passu Charge on the Current Assets of the Cement Business of the Company and by Second Pari Passu Charge on the movable properties (other than Current Assets),ranking after the Charges created / to be created in favour of the Term Lenders.
Trinetra Cements limited (TCL), a company since merged with The India Cements Limited ( the company or ICL) located in Banswara District, Rajasthan, was sanctioned the eligibility for Incentives under the Rajasthan Investment Promotion Scheme of Government of Rajasthan (RIPS-2010).
Consequent to the merger of TCL with the company, the incentive scheme eligible to TCL was required to be extended to the amalgamated company (ICL) in respect of which necessary applications were made to the competent authorities seeking the change of beneficiary name from TCL to the company (vide representations dated 30-06-2017 and 18-07-2018) .
The request of the company was considered by State level Empowered Committee (SEC) from time to time which has recommended the request for further approvals from relevant departments.
Whereas the Department of Mines of Government of Rajasthan was evaluating the applicability of levy of transfer charges on the mining leases from TCL to the company. The Company is advised that the said issue of levy of Transfer Charges on the transfer of Mining Leases from TCL to the company has become infructuous by virtue of an amendment effective (MMDR Amendment Act, 2021) dated 28-03-2021. Pursuant to the above the company has reiterated its claim for the release of incentive due from Government of Rajasthan which is currently under active consideration of the authorities and the company is confident of realizing the entire amount of incentive accrued amounting to '' 3,260.33 Lakhs (being incentive eligible upto March 2021). As a matter of prudence the companyâs entitlement of incentive for the year 2020-2022 amounting to '' 1365.54 Lakhs has not been considered as income pending realisation of arrears.
Investment Subsidy - Maharashtra
Sales revenue includes '' 4.87 Lakhs (as at 31st March 2021 '' 4.87 Lakhs) representing subsidy offered by Government of Maharashtra for Sales Tax Incentive Scheme.
1. Loans to Employees as per Companyâs policy are not considered.
2. None of the Loanees / Loanee Subsidiaries have per se made any investment in the shares of the Company. However, pursuant to the scheme of Amalgamation approved by the Honorable High Court of Judicature at Madras, the Company has issued equity shares to the Shareholders of Visaka Cement Industry Limited [Visaka]. As per the said Order, 400 lakh shares of the Company have been allotted in aggregate, to the shareholders of transferor company of which 199.54 Lakhs shares to the subsidiaries of the company are held in a Trust on their behalf. (where the initial period Trust has expired and the same has been extended).
41.13 (b) Disclosure in compliance with the Advice Letter from the Securities and Exchange Board of India (SEBI)
The India Cements Limited (âthe Companyâ) had received an Advice Letter dated 31.03.2022 from SEBI, making certain observations and advising the Company, inter alia, to make certain disclosures relating to its transactions with Sri Saradha Logistics Private Limited (SSLPL). The said Advice Letter was placed before the Audit Committee and the Board of Directors of the Company; and on the recommendation of the Audit Committee, the Board of Directors after deliberations have approved to classify SSLPL as a âRelated Partyâ.
Background of transactions:
âLoans and advances to Body Corporate - considered goodâ represents advances to Sri Saradha Logistics Private Limited (SSLPL).
1. SSLPL was incorporated in the name of Trishul Investments Private Limited. SSLPL, Sivasunder Finance & Investments Private Limited (SI FI PL) and Sowdambika Finance & Investments Private Limited (SOFIPL) had acted in concert (PACs - Person Acting in Concert) with the Company primarily for acquiring shares of other cement companies.
SIFIPL and SOFIPL were amalgamated with SSLPL with effect from April 1, 2018, pursuant to the Scheme of Amalgamation sanctioned by the Honâble National Company Law Tribunal, Division Bench, Chennai.
2. The India Cements Limited (âthe Companyâ) has over a period of time grown in its cement manufacturing capacity predominantly through âacquisitionsâ. The Company has expanded its overall cement capacity through acquisition of Plants as well as controlling stakes in other Companies directly or acting in concert with other Companies.
3. The Company had provided Loans and Advances to SSLPL and other PACs primarily for acquiring the shares of other companies and interest is being charged on the outstanding of such loans and advances, in terms of the provisions of the Companies Act.
4. SSLPL, SIFIPL and SOFIPL had acted in concert with other companies, including The India Cements Limited (collectively called âthe acquirersâ) for acquiring the equity shares of Raasi Cement Limited (RCL) and Visaka Cement Industry Limited (VCIL). Pursuant to the Scheme of Arrangement under Section 391 of the Companies Act, 1956 sanctioned by the Honâble High Court of Andhra Pradesh, the Cement Division of RCL stood vested with the Company with effect from April 1, 1998. As per the Scheme of Amalgamation sanctioned by the Honâble High Court of Judicature at Madras, VCIL was amalgamated with the Company with effect from July 1,2006.
5. The entire equity shares aggregating to 2,06,21,843 held by SSLPL in the Company represent only the shares allotted by the Company under the various Schemes of Amalgamations.
6. The outstanding Loan amount of '' 97,175.42 Lakhs (excluding transport deposits of '' 17,330.69 Lakhs) as on 31.03.2022 to SSLPL is the aggregate of the principal amount advanced for acquiring the investments and the interest charged on the outstanding loans by the Company over the period of outstanding. The Company has been charging interest on the amount of the outstanding loans and advances. The total interest charged on the loans and transport deposits over time till 31.03.2022 aggregates to '' 95,491 Lakhs, which has been duly accounted in the books of the Company. The interest charged for the current financial year is '' 10,228.79 Lakhs. The present outstanding of SSLPL is a combination of principal amount of advance and the interest charged thereon, over a period of time.
7. SSLPL is engaged with the Company as a logistics service provider for transportation of cement. The Company has placed (interest bearing) transport deposits of '' 17,330.69 Lakhs with SSLPL for the logistics contract.
8. As per the terms of the Agreement executed by the Company with SSLPL, the entire amount of outstanding loan is to be settled by March 31, 2024 or such other date as may be agreed between the Company and SSLPL in writing.
41.14 Disclosures pertaining to Ind AS 116, Leases
Consequent to the introduction of Ind AS 116 on leases replacing the old standard Ind AS 17, the company has applied the principles of Ind AS 116 using modified retrospective approach with date of initial application on 1st April, 2019 recognising the Right of Use Asset and an equal amount of lease liability in the balance sheet. The weighted average of companyâs incremental borrowing rate applied to lease liabilities on the date of initial application is 10% p.a.
E. Impact of Business due to COVID-19
a) The spread of corona virus disease (COVID 19) has severely impacted businesses in India and abroad. The regular business operations have been disrupted severely due to lockdowns, restrictions in transportation, supply chain disruptions, travel bans, social distancing and other emergency measures. The pandemic situation has affected the normal business operations of the Company and production, sales and profitability, inter alia, have been impacted.
b) The Company also has assessed, in line with âAdvisory on Impact of Coronavirus on Financial Reportingâ issued by the Institute of Chartered Accountants of India, the recoverability and carrying values of its assets comprising property, plant and equipment, intangible assets, trade receivables, inventory and investments as at the balance sheet date. Based on the assessment by the Management the net carrying values of the said assets will be recovered at the values stated. The Company evaluated the internal controls including internal controls with reference to financial statements, which have been found to be operating effectively given that there have been no dilution of such controls due to factors caused by COVID 19 situation.
41.17 (I) Financial Risk Management Objectives and Policies:
The Companyâs principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the companyâs operations. The Companyâs principal financial assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that derive directly from its operations. The Companyâs activities exposes it to various risk including market risk, liquidity risk and credit risk. Companyâs overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company. The Company uses derivative financial instruments such as foreign exchange forward contracts, foreign currency option contracts, principal only swaps that are entered into to hedge foreign currency risk exposure.
The details of parameters adopted for valuation of post-employment benefit plans and leave benefits, as per Ind AS 19, are as under:
(a) Contribution to Pension Funds:
The company offers pension plans for managerial grade employees and whole time Directors. While some of the employees are eligible for Defined Benefit Plan of Pension, others are eligible for Defined Contribution Plan of Pension. The Defined Benefit Plans of pension are managed by Life Insurance Corporation of India and the provision has been made on the basis of actuarial valuation.
(b) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created for this purpose by the Company. The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.
41.19 (B) Additional Regulatory information required by Schedule III of the Companies Act, 2013:
1. Details of Benami Property held:
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
2. Borrowing secured against current assets:
The Company has borrowings from consortium of banks on the basis of security of its current assets. The Company has been submitting stock, trade receivables, creditors statements and other financial information to the consortium of banks on a monthly basis as also the Quarterly Information Statements. There are differences between the statements submitted to the consortium of banks and the books of accounts which are relating to the ageing related classification of trade receivables due from the customers of cement division where trade receivable which are secured through trade deposits are treated as current receivables eligible for drawing power. The maximum difference after considering the above classification is not material and is less than 3% of amount of trade receivables.
3. Wilful defaulter:
The company has not been declared Wilful defaulter by any bank or financial institution or government or any government authority.
4. Relationship with Struck off Companies:
5. Registration modification and satisfaction of charges relating to the year under review, had been filed with the ROC, within the prescribed time or within the extended time requiring the payment of additional fees.
6. Compliance with number of layers of companies:
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
7. Compliance with approved scheme(s) of arrangements:
The group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
8. Utilization of borrowed funds and share premium:
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the group shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
9. Undisclosed income:
There is no income surrendered or disclosed as income during the current or previous financial year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
10. Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
11. Valuation of PP&E, intangible asset and investment property:
The Company has revalued its property, plant and equipment (including right-of-use assets) during the current financial year.
41.20 Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2018
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The Financial Statements upto the year ended 31st March 2016 were prepared in accordance with the Accounting Standards Rules 2006 (as amended) and other relevant provisions of the Companies Act, 2013 (Indian GAAP).
The Ministry of Corporate Affairs (MCA) issued a Notification on 16th February, 2015, making Indian Accounting Standards (Ind AS), issued under Section 133 of Companies Act, 2013 mandatory for certain class of companies.
As per the Notification, Ind AS is mandatory for the Company for the Financial year commencing 1st April 2016. Accordingly, the Company has adopted Ind AS from 1st April 2016 and the Financial Statements from the year 2016-17 are prepared in accordance with the principles laid down in the said Ind AS.
The Financial Statements are presented in Indian Rupees, which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates.
The Financial Statement have been prepared on a historical cost basis, except for the following assets and liabilities:
(i) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)
(ii) Employeeâs Defined Benefit plan as per Actuarial valuation
(iii) Plant, Property and Equipment measured at fair value
The Company has considered its operating cycle to be 12 months for the purpose of Current and Non-current classification of assets and liabilities
The Financial Statements are presented in Indian Rupees rounded to the nearest lakhs with two decimals.
2 FIRST TIME ADOPTION OF IND AS DURING THE FINANCIAL YEAR 2016-17
The Company restated the financial statements as at 1st April 2015 (opening), being the transition date, on the following basis:
Exemptions availed as per Ind AS 101:
1) Past Business Combination:
The Company has elected not to apply Ind AS 103-Business Combinations retrospectively to Past Business Combinations that occurred before the transition date of 01-Apr-2015, consequently, the company has kept the same classification for the past business combinations as in its previous GAAP financial statements.
2) Property, Plant and Equipments:
The Company has elected to measure the PPE at Fair value on transition date.
3) Investments in Subsidiaries & Associates:
The Company has elected to carry its Investments in Subsidiaries & Associates at deemed cost which is its previous GAAP carrying amount at the date of transition to Ind AS.
4) Sales Tax Deferrment Loan:
The Company has elected to use the previous GAAP carrying amounts of Sales Tax Deferrment Loan existing at the date of transition to Ind AS as the carrying amount of the loan in the opening Ind AS Balance Sheet.
5) Fair Value of Financial Assets and Liabilities:
As per the Ind AS exemption, the Company has not fair valued the financial assets and liabilities retrospectively and has measured the same prospectively.
Note on Scheme of Amalgamation:
The Board of Directors has approved a Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited with the Company effective 1st January 2014 (Appointed Date) under Section 391 to 394 of the Companies Act, 1956. Hon. Madras High Court referred the petition to National Company Law Tribunal (NCLT). NCLT after hearing the arguments approved the scheme on 13/04/2017. Accordingly the attached financials include the financials of the amalgamating companies.
Terms / Rights / restrictions attached to shares:
The Company has only one class of Equity share. Each share has a paid up value of Rs. 10/-. Every shareholder is entitled to one vote per share, except for the holders of Global Depository Receipts/Global Depository Shares, as given below:
During the year 1994-95, the Company allotted 58,57,987 equity shares of Rs. 10/- each consequent to issue of equivalent number of Global Depository Receipts (GDR). Holders of these GDRs have no voting rights with respect to the Deposited shares.
During the year 2005-06, the Company allotted 5,12,27,592 underlying equity shares of Rs. 10/- each represented by 2,56,13,796 Global Depository Shares (GDS) in the ratio of 2:1. Holders of these GDSs have no voting rights with respect to the Deposited shares.
During the previous year 2016-17, the Company had declared and distributed a dividend of Rs. 1.00 per share.
The Board of Directors has recommended a dividend of Rs. 0.80 per share, for the year 2017-18, which is subject to the approval of the shareholders.
During the year 2017-18, pursuant to the Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited (Transferor Companies) with The India Cements Limited (Transferee Company) approved by the Honâble National Company Law Tribunal, Division Bench, Chennai, vide its Order dated 20.04.2017, the Company has allotted, in June 2017, 9,73,544 equity shares of Rs. 10/- each fully paid-up to the erstwhile eligible shareholders of Trinetra Cement Limited and Trishul Concrete Products Limited.
Shares reserved for issue under Employee Stock Option Scheme:
During the year 2006-07, the Company announced Employees Stock Option Scheme, 2006 (ESOS 2006) to its employees, which came into force on 1st December 2006. There are no shares reserved for issue under options as at March 31, 2018
As recommended by the Compensation Committee, the Board of Directors has granted, as on 01.04.2017, 18.35 lakhs options to eligible employees under Employees Stock Option Scheme, 2016 (Scheme). The options granted under the Scheme will vest with the employees on 01.04.2018 and the vested options shall be exercised within one year from the date of vesting. On exercise of each option, one equity share of Rs. 10/- each fully paid-up will be allotted at a price of Rs. 50/- per share, including a premium of Rs. 40/- per share.
3.1 Estimated amounts of contracts for Capital Expenditure and Commitments
3.2 Monies for which the company is contingently Liable
a. Guarantees to Banks / Institutions
(including guarantees given on behalf of Subsidiaries and Associates )
b. Unpaid demands under dispute
i) Central Excise & Service Tax
ii) Sales Tax and Value Added Tax
iii) Customs Duty
iv) Income Tax
The above includes Contingent liability pertaining to Raasi Cement Ltd. (Residuary Co.) for Sales Tax Income tax and Central Excise aggregating to Rs. 2249.46 Lakhs (Previous Year Rs. 2249.46 Lakhs)
c. Amount paid towards disputed CENVAT / Sales Tax / Income tax Claims pending in different stages of appeal. Management is of the opinion that these are recoverable at values stated.
d. Contingent Liability on account of Show cause Notices issued by Excise & other tax authorities (other than 2 (b) & (c) mentioned above) duly contested
e. Other Claims against the Company not acknowledged as debts
f. The Competition Commission of India (CCI) imposed a penalty of Rs. 187.48 Crores on the company based on a complaint filed by the Builders Association of India alleging cartelization and abuse of dominance. The Company appealed against the Order before the Competition Appellate Tribunal (COMPAT) which while staying the operation of the Order, directed the Company to deposit 10% of the penalty as a condition for admitting the Appeal. Accordingly an amount of Rs. 18.75 Crores was deposited with the COMPAT on 17-12-2016. The matter is pending with NCLAT (formerly COMPAT). Based on Legal advise, No provision has been considered necessary in the Financial Statements.
3.3 Note on IndAS 115:
Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS 115 âRevenue from Contracts with Customersâ, which replaces Ind AS 11 âConstruction Contractsâ and Ind AS 18 âRevenueâ. Except for the disclosure requirements, the new standard will not have any material impact on the Companyâs financial statements. The amendment will come into force from April 01, 2018.
3.4 As at Balance Sheet date, amounts aggregating to Rs. NIL are due to Micro, Small and Medium Enterprises and there were no delays as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 in payment of dues to such enterprises. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company and the same has been relied upon by the auditors.
3.5 Note on PMLA.
The Authorities have issued an attachment notice under the Prevention of Money Laundering Act, 2002 (PMLA) attaching certain assets of the company for an aggregate value of Rs. 120.34 Crores.
The Company filed an appeal against the Order of the adjudicating authority specified under PMLA disputing the attachment of assets. The matter is currently sub judice.
Details of the Assets are given below:
a) 886 Sq yards plot with 8000 sq.ft building - Punjagutta, Somajiguda circle, Hyderabad
b) 245.86 Acres of Land-Konauppalapadu Village, Yadki Mandal, Anantapur District.
c) 10,00,000 9% Non Convertible Cumulative Redeemable Preference Shares in Trinetra Cement Ltd.*
d) 20,32,260 Convertible Debentures of Coromandel Sugars Ltd.
e) 86,67,097 9% Non convertible Non Cumulative redeemable Preference Shares in Trinetra Cement Ltd.*
* Notwithstanding merger of Trinetra Cement Ltd. with the Company, as per the Order of NCLT, read with Order of High Court of Madras, to the extent of security referred above continues to be held by the Company in Trinetra Cement Ltd.
3.6 Related Party Disclosures:
Names of the related parties and the nature of the relationship:
(i) Subsidiary Companies
Industrial Chemicals and Monomers Limited, India
ICL Financial Services Limited, India
ICL Securities Limited, India
ICL International Limited, India
Coromandel Electric Company Limited (CECL), India*
India Cements Infrastructures Limited, India
Coromandel Travels Limited (CTL), India
Coromandel Minerals Pte. Limited, Singapore
Raasi Minerals Pte. Ltd., Singapore (Control obtained during March 18)
PT. Coromandel Minerals Resources, Indonesia
PT Adcoal Energindo, Indonesia (Control obtained during March 18)
PT. Mitra Setia Tanah Bumbu, Indonesia (Control obtained during March 18)
* changes in ownership not resulting in loss of control
(ii) Associate Companies:
Raasi Cement Limited, India Coromandel Sugars Limited, India India Cements Capital Limited,India
(iii) Post employment benefit plan trust India Cements Gratuity Fund
The India Cements PF Employees Provident Fund,Chilamkur The India Cements PF Employees Provident Fund,Yerraguntla
(iv) Key Managerial Personnel [KMP] as defined under Ind AS 24:
Sri N.Srinivasan - Vice Chairman & Managing Director Smt.Rupa Gurunath - Whole Time Director
Smt.Chitra Srinivasan - Director
Sri Rabinarayan Panda / Sri Suneel Babu Gollapalli - IDBI Nominee - Director
Sri M.R.Kumar - LIC Nominee - Director
Sri R.K.Das - Director
Sri N.Srinivasan [F& R] - Director
Sri N.R.Krishnan - Director
Sri Arun Kumar Datta - Director
Sri V.Manickam - Director
Sri Subramanian PL - Director
Sri S.Balasubramanian Adityan - Director
Sri Ranganathan V - Director
Sri Balakrishnan K - Director
Notes:-
1. Loans to Employees as per Companyâs policy are not considered.
2. None of the Loanees / Loanee Subsidiaries have per se made any investment in the shares of the Company. However, pursuant to the Scheme of Amalgamation approved by the Honourable High Court of Judicature at Madras, the Company has issued equity shares to the Shareholders of Visaka Cement Industry Limited [Visaka]. As per the said Order 400 lakh shares of the Company have been allotted in aggregate, to the subsidiaries (199.54 lakh shares) and other loanees (200.46 lakh shares) in exchange for their shares of Visaka. The shares allotted to the subsidiaries are held in a Trust on their behalf.
3.7 Leases:
Operating Lease: Company as Lessee
The Company has entered into a Lease Agreement to get certain equipments (heavy earth moving equipment, pollution control equipment and locomotives) on Operating Lease basis for a tenor of 3 years, with lease rentals payable at monthly interval.
Lease Rentals Charged during the year
3.8 Disclosure pursuant to IndAS-11 - âConstruction Contractsâ
Amount of contract revenue recognised as revenue during the period Details regarding Contracts in progress:
Aggregate amount of costs incurred & recognised profits (less recognised Losses)
Amount of customer advances outstanding for contracts in progress Retention amount due from customers for contracts in progress Gross amount due from customers for contract works as an asset Gross amount due to customers for contract works as a liability
3.9 Movement in Provisions:
(i) Trade Receivables:
(a) Opening Balance
(b) Additional Provision made during the year
(c) Provision reversed / utilised during the year
(d) Closing Balance
(ii) Mines Refilling & Others:
(a) Opening Balance
(b) Additional Provision made during the year
(c) Provision reversed / utilised during the year
(d) Closing Balance
(iii) Leave balances:
(a) Opening Balance
(b) Additional Provision made during the year
(c) Provision reversed / utilised during the year
(d) Closing Balance
(iv) Distribution made and proposed (Ind AS 1)
Cash dividend on equity shares:
Final dividend proposed for the year ended on March 31, 2018: Rs. 0.80 per share (March 31, 2017: Rs. 1/- share for Rs. 3081.52 Lakhs declared and paid)
Dividend Distribution Tax on Final dividend
Total Dividend
Proposed Dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability (including Dividend Distribution Tax thereon) as at March 31.
(v) Segment Reporting:
The Principal business of the Company is of manufacturing and sale of Cement and Cement related products. All other activities of the Company revolve around its main business. The Company have concluded that there is only one operating reportable segment as defined by Ind AS 108, ie, Cement and Cement related products.
(vi) Effective Rate of Tax - Reconciliation
Profit Before Tax & Other Comprehensive Income Before Tax Tax @ Marginal Rate (%)
Tax Effects of Timing and Permanent Differences (%)
Tax Expense as per Books (%)
The Companyâs principal financial liabilities other than derivatives comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the companyâs operations. The Companyâs principal financial assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Companyâs activities exposes it to various risk including market risk, liquidity risk and credit risk. Companyâs overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments such as foreign exchange forward contracts, foreign currency option contracts, principal only swaps that are entered into hedge foreign currency risk exposure.
II) Disclosure of Fair Value Measurements
The Fair Values of Financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair Value of cash and short-tem deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to their short term maturities of these instruments.
Fair Value Hierarchy
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: Quoted (Unadjusted) prices in active markets for identical assets or liabilities
Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The details of financial instruments that are measured at fair value on recurring basis are given below:
3.10 (a) Employee Benefits:
Leave of absence and encashment:
The Company has different leave plans including paid leave of absence plans and encashment of leave plans for employees at different grades and provision has been made in accordance with IndAS19 (Accounting Standard 15). The total amount of provision available for the unavailed leave balances as at 31st March, 2018 is Rs. 6374.63 Lakhs (as at 31st March, 2017: Rs. 8109.80 Lakhs). Liability has been created based on actuarial valuation done during the year, with the discount rate of 7.50%. Actuarial Valuation differences included in Other Comprehensive Income Rs. 96.86 Lakhs.
Pursuant to a change in the compensation policy to Managerial Grade employees, the Company has revised the policy on encashment of accumulated leave with effect from 01-01-2018. This has resulted in reduction of provision for unavailed leave balance as at 31-03-2018 and also resulted in lower expenditure on manpower costs during the year.
(b) Defined Contribution Plan:
Particulars
Employerâs Contribution to Provident Fund
(c) Defined Benefit Plan:
The details of parameters adopted for valuation of post-employment benefit plans and leave benefits, as per Ind AS 19, are as under:
(i) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and wholetime Directors. While some of the employees are eligible for Defined Benefit Plan of Pension, others are eligible for Defined Contribution Plan of Pension. The Defined Benefit Plans of pension are managed by Life Insurance Corporation of India and the provision has been made on the basis of actuarial valuation.
(ii) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created for this purpose by the Company. The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.
3.11 Note on Waste Heat Recovery Project:
The Company during the year 2004-05 commissioned the Waste Heat Recovery project at Vishnupuram Plant as per the MoU signed by the Company with New Energy Development Organisation (NEDO), Japan, Ministry of Commerce and Industry, Government of India. As per the MoU, the necessary equipment has been provided to the Company free of cost by the Government of Japan through Government of India. The value of the equipment and concessional import duty thereon under EPCG scheme have been capitalised and treated as Deferred Income (Free Reserve) in the accounts.
3.12 Previous yearâs figures have been regrouped wherever necessary.
Mar 31, 2017
Note on increase in Authorized Capital arising on approval of Scheme of Amalgamation / Arrangement:
Post amalgamation, the capital structure of the Company will be as under:
Pending allotment of shares to the eligible shareholders of the transferor companies, the share capital is shown as share suspense A/c in the financial statements.
SECURITY CLAUSE
(a) Debentures:
1 Item (a) (1) The Debentures are secured by way of pari passu charge on immovable fixed assets situated at No.9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
(b) Term Loans:
1 Items (b) 2 to 4 were secured on Exclusive First charge on the Immovable and Movable Fixed Assets of Malkapur Cement Plant of the Company, on pari passu basis among these loans, exclusively in favour of IDBI Bank Ltd.
2 Item (b) 5 was secured by a first pari passu charge (with other Lenders/ Debenture Trustees) on the Immovable and Movable Fixed Assets of the company.
3 Items (b) 6 to 10 were secured by way of exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
4 Items (b) 11 & 12 were secured by way of exclusive first charge on the Immovable and Movable Fixed Assets of Chennai and Parli grinding units.
5 Item (b) 13 was secured by way of exclusive first charge, on pari passu basis among the other loans of ICICI Bank Ltd, on the entire immovable and movable fixed assets of Cement Plant and Captive power plant of Vishnupuram, Telangana and power plant of Sankarnagar. Item (b) 18 is secured by way of exclusive first charge, on pari passu basis among the other loans of ICICI Bank Ltd, on the entire immovable and movable fixed assets of Cement Plant and Captive power plant of Vishnupuram, Telangana.
6 Item (b) 14 was secured on exclusive first charge on the Immovable and Movable Fixed Assets of Malkapur Cement Plant of the Company, on pari passu basis among its loans, exclusively in favour of IDBI Bank Ltd.
7 Item (b) 15 was secured, by joint equitable mortgage on the the Land and building situated at No.9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
8 Items (b) 16 & 30 were secured, on first charge basis, exclusive on 30-03-2016 & Joint on 31-03-2015, by equitable mortgage on the land and building situated at No.9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
9 Item (b) 17 was secured by way of first and exclusive charge on respective vehicle(s) / equipment(s).
10 Items (b) 19 & 20 are secured by way of first pari passu charge, on the immovable and movable fixed assets of Cement Plant and Thermal power plant of Vishnupuram, Telangana and Immovable and Movable Fixed Assets of the cement grinding unit located at Vallur Village, Ponneri Taluk, Tamil Nadu.
11 Items (b) 21 to 25 are secured on first pari passu charge on the Immovable and Movable Fixed Assets of Cement Plant & Thermal Power Plant at Sankarnagar and Cement Plant at Malkapur
12 Item (b) 26 is secured on exclusive first charge on the Immovable and Movable Fixed Assets of Banswara Cement Plant .
13 Item (b) 27 is secured on exclusive first charge on the Immovable and Movable Fixed Assets of Chilamkur Cement Plant of the Company.
14 Items (b) 28 & 29 are secured by way of exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
15 Items (b) 31 & 32 are secured by way of pari passu charge on the land and building situated at No.9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
16 Items 33 & 34 were secured by way of novated rights over the hypothecation of immovable and movable fixed assets of Chennai and Parli Grinding Units.
17 Items (b) 35 & 36 were secured on exclusive first charge on the Immovable and Movable Fixed Assets of Sankarnagar Cement Plant (excluding the Thermal Power Plant) and Chilamkur Cement Plant of the Company.
18 Item (b) 37 represents the loan availed by the amalgamating Company viz., Trinetra Cement Limited (TCL) from Indostar Capital Finance Limited, that was secured by hypothecation of TCLs movable properties, both present and future, including current assets, movable machinery, machinery spares, tools and accessories, tangible and intangible assets of the Company, subject to prior charges on current assets created / to be created in favour of TCLs Bankers for securing the working capital facilities and further secured by a first pari passu charge on all the fixed assets of the Cement Plant and Thermal Power Plant, at Banswara, Rajasthan, pledge of shares held by promoters and Corporate Guarantee from the Company.
19 The Working Capital Facilities availed by the Company are secured by First Pari Passu Charge on the Current Assets and by Second Charge on the immovable and movable properties (other than Current Assets),ranking after the charges created / to be created in favour of the Term Lenders, pertaining to Cement business of the Company.
20 As at Balance Sheet date, amounts aggregating to Rs.NIL are due to Micro, Small and Medium Enterprises and there were no delays as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 in payment of dues to such enterprises. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company and the same has been relied upon by the auditors.
21 Note on PMLA.
The Authorities have issued an attachment notice under the Prevention of Money Laundering Act, 2002 (PMLA) attaching certain assets of the Company for an aggregate value of Rs. 120.34 Crores. The Company filed an appeal against the order of the adjudicating authority specified under PMLA disputing the attachment of assets . The matter is currently sub-judice.
22. Employee Benefits:
The details of parameters adopted for valuation of post-employment benefit plans and leave benefits, as per Ind AS 19 (previously AS15) issued by ICAI, are as under:
(a) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and whole time Directors. While some of the employees are eligible for Defined Benefit Plan of Pension, others are eligible for Defined Contribution Plan of Pension. The Defined Benefit Plans of pension are managed by Life Insurance Corporation of India and the provision has been made on the basis of actuarial valuation. The estimated aggregate value of Pension liability, discounted @ 7.00% p.a., under the Defined Benefit Plans as at 31st March 2017, are Rs.6,436.55 Lakhs (as at 31st March 2016, are Rs.5,579.82 Lakhs) as per the details given below:
Defined Benefit Scheme
(b) Leave of absence and encashment:
The Company has different leave plans including paid leave of absence plans and encashment of leave plans for employees at different grades and provision has been made in accordance with Ind AS19 (Accounting Standard 15). The total amount of provision available for the unavailed leave balances as at 31st March 2017 is Rs.8,109.80 Lakhs (as at 31st March 2016: Rs.6,595.33 Lakhs). Liability has been created based on actuarial valuation done during the year, with the Discount rate of 7.00%. Actuarial Valuation differences included in Other Comprehensive Income Rs.697.69 Lakhs.
(c) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created for this purpose by the Company. The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date, as given below and is accounted accordingly.
23 Note on Waste Heat Recovery Project:
The Company during the year 2004-05 commissioned the Waste Heat Recovery project at Vishnupuram Plant as per the MOU signed by the Company with New Energy Development Organization (NEDO), Japan, Ministry of Commerce and Industry, Government of India. As per the MOU, the necessary equipment has been provided to the Company free of cost by the Government of Japan through Government of India. The value of the equipment and concessional import duty thereon under EPCG scheme have been capitalized and treated as Deferred Income in the accounts. The depreciation on the value of the equipment is adjusted against the Deferred Income.
24. The Board of Directors has approved a Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited (amalgamating companies) with the Company effective 1st January 2014 (Appointed Date) under Sections 391 to 394 of the Companies Act, 1956.
The Honorable National Company Law Tribunal (NCLT), Division Bench Chennai, vide its orders dated April 13, 2017 and April 20, 2017 sanctioned the Scheme of Amalgamation and Arrangement between Trinetra Cement Limited (First Transferor Company) and Trishul Concrete Products Limited (Second Transferor Company) collectively called Amalgamating Companies with the Company (transferee Company) subject to the directions given by the Honorable High Court of Madras on 31.01.2017 in C.A. number 617 to 621 of 2016 in C.P Number 171 of 2015, which stipulates that one of the Amalgamating Companies viz., Trinetra Cement Limited shall exist till the happening of certain events envisaged therein. Consequently the financials for the year include those of the amalgamating Companies.
The Company has applied Purchase method of accounting for effecting the amalgamation. The company has sought approval from Stock Exchanges / SEBI for issue of Equity Shares to the shareholders of the amalgamating companies. Pending receipt of the said approval, the amount has been shown under share suspense account.
The goodwill / capital reserve arising on implementation of the scheme has been adjusted against the General Reserve as contained in the Scheme.
25. Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2016
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP), includes generally
under the historical cost convention on accrual basis and exceptions to this basis, if any, are herein specifically mentioned. GAAP comprises
of mandatory Accounting Standards issued by the National Advisory Committee on Accounting Standards (NACAS) and The Institute of
Chartered Accountants of India (ICAI), the provisions of the Indian Companies Act, 1956 / Companies Act, 2013 and the Guidelines issued
by ICAI and Securities and Exchange Board of India (SEBI). Accounting policies have been consistently adopted except where a change in
existing GAAP requires a change in accounting policy hitherto in use.
2.1 As at Balance Sheet date, amounts aggregating to Rs.NIL are due to Micro, Small and Medium Enterprises and there were no delays as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 in payment of dues to such enterprises. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company and has been relied upon by the auditors.
2.2 Recognition of Foreign Currency Fluctuations:
a) Long-term Monetary Liability pursuant to the notification issued by the Ministry of Corporate Affairs dated 29th December 2011 on Accounting
Standard 11, the Company has opted to:
i) Capitalize the exchange gain/loss on the loans against purchase of fixed assets after the same has been put to use and depreciated over the
balance life of the asset.
ii) Exchange loss other than those attributable to capital assets amounting to Rs.354.11 Lakhs (as on 31st March 2015: Rs.428.38 Lakhs), has been accumulated in Foreign Currency Monetary Items Translation Difference Account. Out of which, Rs.573.75 Lakhs (as on 31st March 2015:
Rs.566.54 Lakhs) has been amortized during the year (included in Administration and other charges) and the balance of Rs.675.14 Lakhs will be amortized over the remaining period of the liability.
b) Short term Monetary Liability:
Exchange gain/loss on short term monetary liability is continued to be credited / debited to the Statement of Profit & Loss.
2.3 During the Financial Year 2014-15, the franchise rights in Indian Premier League (IPL) were transferred to Chennai Super Kings Cricket Limited (CSKCL), a wholly owned subsidiary at its Net Asset Value (NAV as at March 31, 2014) as per books at Rs. 7.83 Crores.
The BCCI approved the said transfer subject to the condition that ICL shall provide a parent company guarantee (guarantee provided on 20-02-2015) for the purpose of guaranteeing performance / compliance by CSKCL of the obligations of the franchisee under the Franchise Agreement and it was further provided that ICL and CSKCL should enter into a tripartite Novation Agreement with BCCI - IPL whereby from the effective date, CSKCL shall inter alia step into all obligations of ICL under the Franchise Agreement without any further act or deed.
Board of Directors of the Company in their meeting held on 23.02.2015 approved the sale of entire shareholding in CSKCL aggregating to 50,000 equity shares of Rs.10/- each to a trust called the "India Cements Shareholders Trust", (Trust) aggregating to Rs. 5,00,000/-, at cost. Three of the Independent Directors of the Company are the Trustees of the Trust. The trust has been established for the purposes of distribution of the said shares purchased from the company by the trust to :
i) All the non-promoter shareholders of ICL; and
ii) The shares that the promoters are entitled to shall be allotted to another Trust established for the benefit of ex-cricketers of ICL.
BCCI approved the transfer of 50,000 equity shares held by the company in CSKCL to the India Cements Shareholders Trust (Trust) subject to the
condition that CSKCL make a fresh application for distribution of shares from the Trust to the ultimate beneficiaries (as explained above) together with all the necessary documents, details, information that is necessary for the proposed transaction. The Company was informed that CSKCL has sought the permission of BCCI, for the distribution of the shares on September 30, 2015. The Company has also been informed all the approvals from Regulators are for the distribution have been obtained and the approval from BCCI is awaited.
Whereas certain proceedings which were in progress prior to the transfer of the franchise by the Company to CSKCL had been referred to a 3 member
panel appointed by the Apex Court. The said 3 member panel has suspended the I C L (Franchisee) for a period of 2 years from the League. CSKCL
is contesting the suspension.
The Company has been informed that CSKCL, is contesting the demand of "Franchise Fee" by BCCI for the current season (for which CSKCL has been
suspended). The matter is currently sub-judice.
Brief Financials of CSKCL for the financial year ended March 31, 2016, as informed by them, are as follows: (a) Total Revenue Rs.175.25 Crores;
(b) Total Expenses Rs.148.16 Crores; (c) Profit before tax Rs. 27.09 Crores; and (d) Profit after tax Rs.17.70 Crores.
The financial statements do not include IPL Franchise Operations.
2.4 Note on PMLA.
The Authorities have issued an attachment notice under the Prevention of Money Laundering Act, 2002 (PMLA) attaching certain assets of the company
for an aggregate value of Rs. 120.34 Crores. The Company filed an appeal against the Order of the adjudicating authority specified under PMLA. The
matter is currently sub-judice.
2.5 Managerial Remuneration
(a) The Managerial Remuneration paid during the year 2014-15 exceeded the limits prescribed in the Companies Act by Rs.267.36 Lakhs due to
inadequacy of profits for 2014-15. This Amount has been refunded by the Managing Director in the current year.
(b) The appointment and remuneration of the Wholetime Director for a period of 5 years from March 05, 2015, has been approved by the shareholders.
2.6 Related Party Disclosures:
A. Names of the related parties and the nature of the relationship:
(i) Subsidiary Companies:
Industrial Chemicals and Monomers Limited
ICL Financial Services Limited
ICL Securities Limited
ICL International Limited
Trishul Concrete Products Limited
Trinetra Cement Limited (Formerly Indo Zinc Limited)
Coromandel Electric Company Limited
India Cements Infrastructures Limited
PT. Coromandel Minerals Resources, Indonesia
Coromandel Minerals Pte. Limited, Singapore
(ii) Associate Companies:
Raasi Cement Limited
Coromandel Sugars Limited
India Cements Capital Limited
Coromandel Travels Limited
Unique Receivable Management Pvt. Limited
(iii) Key Managerial Personnel (KMP):
Sri N.Srinivasan - Vice Chairman & Managing Director
Smt. Rupa Gurunath - Wholetime Director
Sri G.Balakrishnan - Senior President & Company Secretary
Sri R.Srinivasan - President (Finance & Accounts), Chief Financial Officer
There are no other transactions with any other KMP
(iv) Relative of KMP, having transactions with the Company:
Smt. Chitra Srinivasan - Director
(v) Relative of a Director, having transactions with the Company:
Sri S.Anand - Senior Deputy General Manager (Marketing)
2.7 Employee Benefits:
The details of parameters adopted for valuation of post-employment benefit plans and leave benefits, as per Accounting Standard 15 issued by ICAI,
are as under:
(a) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and wholetime Directors. While some of the employees are eligible for Defined
Benefit Plan of Pension, others are eligible for Defined Contribution Plan of Pension. The Defined Benefit Plans of Pension are managed by Life
Insurance Corporation of India and the provision has been made on the basis of actuarial valuation.
The estimated aggregate value of Pension liability, discounted @7.75% p.a., under the Defined Benefit Plans as at 31st March 2016, are Rs.5,579.82 Lakhs (as at 31st March 2015, are Rs.5741.77 Lakhs) as per the details given below:
(b) Leave of absence and encashment:
The Company has different leave plans including paid leave of absence plans and encashment of leave plans for employees at different grades and
provision has been made in accordance with Accounting Standard 15. The total amount of provision available for the unavailed leave balances as
at 31st March 2016 is Rs.6,262.50 Lakhs (as at 31st March 2015:Rs.5,864.48 Lakhs). Liability has been created based on actuarial valuation done during the year, with the Discount rate of 7.75%.
(c) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created for this purpose by the Company. The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date, as given below and is accounted accordingly.
2.8 Note on Waste Heat Recovery Project:
The Company during the year 2004-05 commissioned the Waste Heat Recovery Project at Vishnupuram Plant as per the MOU signed by the Company with New Energy Development Organisation (NEDO), Japan, Ministry of Commerce and Industry, Government of India. As per the MOU, the necessary equipment has been provided to the Company free of cost by the Government of Japan through Government of India. The value of the equipment and concessional import duty thereon under EPCG scheme have been capitalised and treated as Deferred Income in the accounts. The depreciation on the value of the equipment is adjusted against the Deferred Income.
2.9 The Board of Directors has approved a Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited with
the Company effective 1st January 2014. Petitions have been filed in the Honorable High Court of Judicature at Madras under Sections
391 to 394 of the Companies Act, 1956 for completing the procedural requirements for the said Scheme. The Shareholders of the
respective Companies have since approved the Scheme of Amalgamation.
Pending sanction of the Scheme by the Court, the Financial Results do not include those of the Amalgamating Companies. Consequently
no interest has been charged on the amounts outstanding from Trinetra Cement Limited in view of the said Scheme.
2.10 The Company continued to draw the incremental depreciation, amounting to Rs.45.83 crores (Rs 52.69 crores) arising on account of
revaluation of fixed assets, from revaluation reserves to Statement of Profit and Loss based on ICAI''s Guidance Note issued in 1982 on
Treatment of Reserves created on revaluation of Fixed Assets which was effective as at the beginning of the financial year but withdrawn
subsequently during the financial year. The said withdrawal is considered prospective and applicable to subsequent financial years, and
hence its impact is not considered in the financial statements for the financial year.
2.11 Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2014
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with
Generally Accepted Accounting Principles (GAAP), includes generally
under the historical cost convention on accrual basis and exceptions to
this basis, if any, are herein specifically mentioned. GAAP comprises
of mandatory Accounting Standards issued by the National Advisory
Committee on Accounting Standards (NACAS) and The Institute of
Chartered Accountants of India (ICAI), the provisions of the Companies
Act, 1956 and the Guidelines issued by ICAI and Securities and Exchange
Board of India (SEBI). Accounting policies have been consistently
adopted except where a change in existing GAAP requires a change in
accounting policy hitherto in use, read with Note No.33.18.
During the year ended 31.03.2012, the revised Schedule VI notified
under the Companies Act, 1956, has become applicable to the Company for
preparation and presentation of its Financial Statements. The adoption
of revised Schedule VI does not impact recognition and measurement
principles followed for preparation of Financial Statements. However,
it has significant impact on presentation and disclosure made in the
Financial Statements.
2014 2013
Rs.Lakhs Rs.Lakhs
2.1 Estimated amounts of Contracts for Capital
Expenditure and Commitments 4838.76 5071.60
2.2 Monies for which the Company is
contingently liable:
a. Outstanding Letters of Credit opened
by Bankers. 1384.10 4838.42
b. Counter Guarantees to Bankers (including
guarantees given on behalf of Subsidiaries
and Associates). 54734.41 49725.33
c. Sales Tax demands for various years under
dispute. 1372.68 1209.05
d. Contingent Liability pertaining to Raasi
Cement Limited (Residuary Company) for
Sales Tax, Central Excise and Income Tax. 2272.81 2272.81
e. Contingent Liability on account of CENVAT
Cases, Income Tax and Others. 49514.50 48071.25
f. Other claims against the Company not
acknowledged as Debts. 21222.96 19328.99
g. The Competition Commission has imposed a
penalty of Rs.187.48 Crores on the Company
(as well as other companies) based on
complaint filed by the Builders Association 18748.00 18748.00
of India alleging cartelization and abuse of
dominance. The Company has appealed against
the order before the "Competition Appellate
Tribunal" which in its interim order dated
17/05/2013 directed the Company to pay 10%
of the penalty. The Company has accordingly
paid a sum of Rs.18.75 Crores and the same
is included under advances. The Company, based
on external expert legal advice, believes
no provision in the accounts is considered
necessary.
2.3 The Company had opted for the "Tonnage Tax Scheme" under the
Income Tax Act, 1961 in the financial year 2007-08 and has opted out of
the said scheme with effect from the financial year 2008-09. The
condition for utlilizing the Reserve under The Income Tax Act,1961 has
been fulfilled by acquiring a ship during the year 2012-13.
2.4 As at Balance Sheet date, amounts aggregating to Rs.NIL are due
to Micro, Small and Medium Enterprises and there were no delays as per
the provisions of the Micro, Small and Medium Enterprises Development
Act, 2006 in payment of dues to such enterprises. The above information
regarding Micro, Small and Medium Enterprises has been determined to
the extent such parties have been identified on the basis of
information available with the Company and has been relied upon by the
auditors.
2.5 Note on Debt Restructuring:
a) The Corporate Debt Restructuring (CDR) Cell formed by the Reserve
Bank of India approved a Debt Restructuring proposal for all debts
other than public deposits with effect from 01.01.2003.
b) Pursuant to the said CDR Scheme, the lenders are eligible to claim
Right of Recompense (ROR). The Company has paid an amount of Rs. 57.12
crores as ROR including fees to IDBI Bank (monitoring institution) and
exited from CDR Scheme. The said sum of Rs.57.12 crores has been
debited to the Profit and Loss Account as extraordinary item of
expenditure.
2.6 Recognition of Foreign Currency Fluctuations:
a) Long-term Monetary Liability pursuant to the notification issued by
the Ministry of Corporate Affairs dated 29th December 2011 on
Accounting Standard 11, the Company has opted to:
i) capitalize the exchange gain/loss on the loans against purchase of
fixed assets after the same has been put to use and depreciated over
the balance life of the asset.
ii) exchange loss other than those attributable to capital assets
amounting to Rs.479.82 Lakhs (as on 31st March 2013:Rs.479.75 lakhs),
has been accumulated in Foreign Currency Monetary Items Translation
Difference Account. Out of which, Rs.490.86 Lakhs (as on 31st March
2013 : Rs.323.71 Lakhs) has been amortized during the year (included in
Administration and other charges) and the balance of Rs.1,032.94 Lakhs
will be amortized over the remaining period of the liability.
b) Short Term Monetary Liability:
Exchange gain / loss on short term monetary liability is continued to
be credited / debited to the Profit & Loss Account.
2.7 The Company has as part of the initiatives to promote corporate
image and its brands participated in the editions of IPL T/20
tournaments with its team "The Chennai Super Kings". The right to
operate the franchise has provided a platform to build corporate and
brand image as a pan India Company.
The consideration to operate the franchise, aggregating to USD 91
Million is payable over a period of 10 years in equal installments
commencing from 2008.
As per the agreement, BCCI-IPL will share its income from the sale of
media rights and sponsorship income with all the franchisees. In
addition to the Central revenue as mentioned above the franchisee will
also have local revenue like gate collections, team sponsorships,
uniform sponsors etc. The revenue from operating the franchise is
grouped under Revenue from operations. Currently, the Company is
following a policy of accounting for all the expenditure and revenue
associated with IPL related operation upon commencement of each Season.
The costs involved in operating the franchise like remuneration to the
players, travelling and accommodation expenses, advertisements,
promotions, etc. are accounted in accordance with the Generally
Accepted Accounting Principles. The expenses are grouped under the
natural heads of accounts. The Company capitalized the entire
franchisee fee payable to BCCI-IPL as a "Franchise Right" under
intangible asset. Considering the revenue by operating the franchise
and the potential cash flows arising therefrom the "Franchise Right" is
being amortized over a period of 10 years. The amount payable to BCCI
towards the same, in the next 12 months from the date of Balance Sheet
is grouped under Creditors for Capital Goods under Current Liabilities
and payable after 12 months from the date of Balance Sheet is grouped
under Non-Current liabilities.
2.8 Pending finalisation of ongoing negotiations with various Banks /
Financial Institutions, the claims towards Interest / Penal interest by
Banks / Financial Institutions are under negotiation for waiver, amount
not determinable.
2.9 Related Party Disclosures:
A. Names of the related parties and the nature of the relationship
(i) Subsidiary Companies:
Industrial Chemicals and Monomers Limited
ICL Financial Services Limited
ICL Securities Limited
ICL International Limited
PT. Coromandel Minerals Resources, Indonesia
Trishul Concrete Products Limited
Trinetra Cement Limited (Formerly Indo Zinc Limited)
Coromandel Minerals Pte. Ltd., Singapore
Coromandel Electric Company Limited
India Cements Infrastructures Limited
(ii) Associate Companies:
Raasi Cement Limited Coromandel Sugars Limited India Cements Capital
Limited Coromandel Travels Limited
Unique Receivable Management Pvt. Limited
(iii) Key Management Personnel (KMP):
Sri N. Srinivasan - Vice Chairman & Managing Director Smt. Rupa
Gurunath - Wholetime Director
(iv) Relative of KMP, having transactions with the Company: Smt. Chitra
Srinivasan - Director
2.10 Employee Benefits:
The details of parameters adopted for valuation of post-employment
benefit plans and leave benefits, as per Accounting Standard 15 issued
by ICAI, are as under:
(a) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and
wholetime Directors. While some of the employees are eligible for
Defined Benefit Plan of Pension, others are eligible for Defined
Contribution Plan of Pension. The Defined Benefit Plans of Pension are
managed by Life Insurance Corporation of India and the provision has
been made on the basis of actuarial valuation.
(b) Leave of absence and encashment:
The Company has different leave plans including paid leave of absence
plans and encashment of leave plans for employees at different grades
and provision has been made in accordance with Accounting Standard 15.
The total amount of provision available for the unavailed leave
balances as at 31st March 2014 is Rs.5925.16 Lakhs (as at 31st March
2013:Rs.6,423.47 Lakhs). Liability has been created based on actuarial
valuation done during the year, with the Discount rate of 9%.
(c) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of
Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created
for this purpose by the Company. The amount of contribution to be made
is arrived at based on an actuarial valuation done at the Balance Sheet
date, as given below and is accounted accordingly.
2.11 Note on Waste Heat Recovery Project:
The Company during the year 2004-05 commissioned the Waste Heat
Recovery project at Vishnupuram Plant as per the MOU signed by the
Company with New Energy Development Organisation (NEDO), Japan,
Ministry of Commerce and Industry, Government of India. As per the MOU,
the necessary equipment has been provided to the Company free of cost
by the Government of Japan through Government of India. The value of
the equipment and concessional import duty thereon under EPCG scheme
have been capitalised and treated as Deferred Income in the accounts.
The depreciation on the value of the equipment is adjusted against the
Deferred Income.
2.12 The Board of Directors have approved a Scheme of Amalgamation and
Arrangement between Trinetra Cement Limited and Trishul Concrete
Products Limited (Transferor Companies) with the Company and its
Shareholders under Sections 391 to 394 of the Companies Act, 1956 (or
such applicable provisions of the Companies Act, 2013). The Financial
Statements have been prepared without giving effect to, pending
approval of the said Scheme by SEBI, Honorable High Court of Madras and
other Regulatory Bodies.
2.13 General Permission for exemption from disclosure of foreign
exchange earnings and expenditure with regard to shipping operations
has been issued by the Government of India.
2.14 Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2013
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with
Generally Accepted Accounting Principles (GAAP), includes generally
under the historical cost convention on accrual basis and exceptions to
this basis, if any, are herein specifically mentioned. GAAP comprises
of mandatory Accounting Standards issued by the National Advisory
Committee on Accounting Standards (NACAS) and The Institute of
Chartered Accountants of India (ICAI), the provisions of the Companies
Act, 1956 and the Guidelines issued by ICAI and Securities and Exchange
Board of India (SEBI). Accounting policies have been consistently
adopted except where a change in existing GAAP requires a change in
accounting policy hitherto in use, read with Note No.33.17.
During the year ended 31.03.2012, the revised Schedule VI notified
under the Companies Act, 1956, has become applicable to the Company for
preparation and presentation of its Financial Statements. The adoption
of revised Schedule VI does not impact recognition and measurement
principles followed for preparation of Financial Statements. However,
it has significant impact on presentation and disclosure made in the
Financial Statements.
2.1 The Company had opted for the "Tonnage Tax Scheme" under the
Income Tax Act, 1961 in the financial year 2007-08 and has opted out of
the said Scheme with effect from the financial year 2008-09. The
condition for utilizing the Reserve under The Income Tax Act, 1961 has
been fulfilled by acquiring a ship during the year 2012-13.
2.2 As at Balance Sheet date, amounts aggregating to Rs.38.01 lakhs
are due to Micro, Small and Medium Enterprises and there were no delays
as per the provisions of the Micro, Small and Medium Enterprises
Development Act, 2006 in payment of dues to such enterprises. The above
information regarding Micro, Small and Medium Enterprises has been
determined to the extent such parties have been identified on the basis
of information available with the Company and has been relied upon by
the auditors.
2.3 Note on Debt Restructuring:
a. The Corporate Debt Restructuring (CDR) Cell formed by the Reserve
Bank of India approved a Debt Restructuring proposal for all debts
other than public deposits with effect from 01.01.2003.
b. The common documentation for creation of security between all the
Lenders and the Company is yet to be executed. Pending execution of
common documentation between the Lenders and the Company, the Security
Clause under the loans has not been changed.
2.4 Recognition of Foreign Currency Fluctuations:
a) Long Term Monetary Liability pursuant to the notification issued by
the Ministry of Corporate Affairs dated 29th December 2011 on
Accounting Standard 11, the Company has opted to:
i) capitalize the exchange gain / loss on the loans against purchase of
fixed assets after the same has been put to use, and depreciated over
the
balance life of the asset.
ii) exchange loss other than those attributable to capital assets
amounting to Rs.479.75 lakhs (as on 31st March 2012: Rs. 1078.44
lakhs), has been accumulated in Foreign Currency Monetary Items
Translation Difference Account. Out of which, Rs.323.71 lakhs (as on
31st March 2012: Rs.190.50 lakhs) has been amortized during the year
(included in Administration and other charges) and the balance of
Rs.1043.98 lakhs will be amortized over the remaining period of the
liability.
b) Short Term Monetary Liability:
Exchange gain / loss on short term monetary liability is continued to
be credited / debited to the Profit & Loss Account.
2.5 The Company has as part of the initiatives to promote corporate
image and its brands participated in the editions of IPL T/20
tournaments with its team ''The Chennai Super Kings''. The right to
operate the franchise has provided a platform to build corporate and
brand image as a pan India company.
The consideration to operate the franchise, aggregating to USD 91
Million is payable over a period of 10 years in equal installments
commencing from 2008.
As per the agreement, BCCI-IPL will share its income from the sale of
media rights and sponsorship income with all the franchisees. In
addition to the Central revenue as mentioned above the franchisee will
also have local revenue like gate collections, team sponsorships,
uniform sponsors etc. The revenue from operating the franchise is
grouped under Revenue from operations. Currently, the Company is
following a policy of accounting for all the expenditure and revenue
associated with IPL related operation upon commencement of each Season.
The costs involved in operating the franchise like remuneration to the
players, travelling and accommodation expenses, advertisements,
promotions etc., are accounted in accordance with the Generally
Accepted Accounting Principles. The expenses are grouped under the
natural heads of accounts.
The Company capitalized the entire franchisee fee payable to BCCI-IPL
as a "Franchise Right" under Intangible Asset. Considering the revenue
by operating the franchise and the potential cash flows arising
therefrom the "Franchise Right" is being amortized over a period of 10
years. The amount payable to BCCI towards the same, in the next 12
months from the date of Balance Sheet is grouped under Creditors for
Capital Goods under Current Liabilities and payable after 12 months
from the date of Balance Sheet is grouped under Non-Current
Liabilities.
2.6 Pending finalisation of ongoing negotiations with various Banks /
Financial Institutions, the claims towards Interest / Penal interest by
Banks / Financial Institutions are under negotiation for waiver, amount
not determinable.
2.7 Related Party Disclosures:
A. Names of the related parties and the nature of the relationship: (i)
Subsidiary Companies:
Industrial Chemicals and Monomers Limited
ICL Financial Services Limited
ICL Securities Limited
ICL International Limited
PT. Coromandel Minerals Resources, Indonesia
Trishul Concrete Products Limited
Trinetra Cement Limited (Formerly Indo Zinc Limited)
Coromandel Minerals Pte. Ltd., Singapore
Coromandel Electric Company Limited
India Cements Infrastructures Limited (incorporated during the year)
(ii) Associate Companies: Raasi Cement Limited Coromandel Sugars
Limited India Cements Capital Limited Coromandel Travels Limited Unique
Receivable Management Pvt. Limited
(iii) Key Management Personnel (KMP):
Sri N. Srinivasan  Vice Chairman & Managing Director Smt. Rupa
Gurunath  Wholetime Director
(iv) Relative of KMP, having transactions with the Company:
Smt. Chitra Srinivasan  Director
2.8 Employee Benefits:
The details of parameters adopted for valuation of post-employment
benefit plans and leave benefits, as per Accounting Standard 15 issued
by ICAI, are as under:
(a) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and
wholetime Directors. While some of the employees are eligible for
Defined Benefit Plan of Pension, others are eligible for Defined
Contribution Plan of Pension. The Defined Benefit Plans of Pension are
managed by Life Insurance Corporation of India and the provision has
been made on the basis of actuarial valuation.
The estimated aggregate value of Pension liability, discounted @8%
p.a., under the Defined Benefit Plans and Defined Contribution Plans as
at 31st March 2013 are Rs.5,412.74 Lakhs (as at 31st March 2012 are
Rs.4,789.13 Lakhs) and Rs.1,121.13 Lakhs (as at 31st March 2012 are
Rs.1,160.54 Lakhs) respectively, as per the details given below:
2.9 Note on Waste Heat Recovery Project:
The Company during the year 2004-05 commissioned the Waste Heat
Recovery project at Vishnupuram Plant as per the MOU signed by the
Company with New Energy Development Organisation (NEDO), Japan and
Ministry of Commerce and Industry, Government of India. As per the MOU,
the necessary equipment has been provided to the Company free of cost
by the Government of Japan through Government of India. The value of
the equipment and concessional import duty thereon under EPCG scheme
have been capitalised and treated as Deferred Income in the accounts.
The depreciation on the value of the equipment is adjusted against the
Deferred Income.
2.10 General Permission for exemption from disclosure of foreign
exchange earnings and expenditure with regard to shipping operations
has been issued by the Government of India.
2.11 Previous year''s figures have been regrouped wherever necessary.
Mar 31, 2012
1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with
Generally Accepted Accounting Principles (GAAP), includes generally
under the historical cost convention on accrual basis and exceptions to
this basis, if any, are herein specifically mentioned. GAAP comprises
of mandatory Accounting Standards issued by the National Advisory
Committee on Accounting Standards (NACAS) and The Institute of
Chartered Accountants of India (ICAI), the provisions of the Indian
Companies Act, 1956 and the Guidelines issued by ICAI and Securities
and Exchange Board of India (SEBI). Accounting policies have been
consistently adopted except where a change in existing GAAP requires a
change in accounting policy hitherto in use, read with Note No.35.19.
During the year ended 31.03.2012, the revised Schedule VI notified
under the Indian Companies Act, 1956, has become applicable to the
Company for preparation and presentation of its Financial Statements.
The adoption of revised Schedule VI does not impact recognition and
measurement principles followed for preparation of Financial
Statements. However, it has significant impact on presentation and
disclosure made in the Financial Statements. The previous year's
figures have also been reclassified accordingly.
Aggregate number of equity shares allotted in the previous 5 years
without being received in cash:
During the year 2007-08, the Company allotted 400,00,000 Equity Shares
of Rs.10/- each fully paidup, to the shareholders of erstwhile Visaka
Cement Industry Limited (VCIL) pursuant to the Order dated 25th July,
2007 of the Honourable High Court of Judicature at Madras sanctioning
the Scheme of Amalgamation of VCIL with The India Cements Limited.
Terms / Rights / restrictions attached to shares:
The Company has only one class of Equity share. Each share has a paidup
value of Rs.10/-. Every shareholder is entitled to one vote per share,
except for the holders of Global Depository Receipts / Global
Depository Shares, as given below:
During the year 1994-95, the Company allotted 58,57,987 equity shares
of Rs.10/- each consequent to issue of equivalent number of Global
Depository Receipts (GDRs). Holders of these GDRs have no voting rights
with respect to the Deposited shares.
During the year 2005-06, the Company allotted 5,12,27,592 underlying
equity shares of Rs.10/- each represented by 2,56,13,796 Global
Depository Shares (GDSs) in the ratio of 2:1. Holders of these GDSs
have no voting rights with respect to the Deposited shares.
For the year 2011-12, the Board of Directors have recommended a
dividend of Rs.2.00 per share, which is subject to the approval by
shareholders. During the previous year 2010-11, the Company had
declared and distributed a dividend of Rs.1.50 per share.
Shares reserved for issue under Employees Stock Option Scheme:
During the year 2009-10, 3000 options were granted under ESOS 2006.
These Options were exercised in two equal instalments during the years
2010-11 and 2011-12. 1500 options were exercised during the year
2011-12. There are no shares reserved for issue under options as at
March 31, 2012.
Notes:
*1 Securities Premium:
Share Premium is net of calls in arrears of Rs.0.08 lakh (As on 31st
March 2011: Rs.0.10 lakh). Premium on redemption of FCCB (including
withholding tax), amounting to Rs.17792.48 lakhs (gross) has been
directly charged against the Securities Premium Account, pursuant to
provisions of Section 78 of the Companies Act, 1956.
*2 Contingency Reserve:
For any possible erosion in the value of Investments / Advances / other
contingencies.
*3 Revaluation Reserve:
Amounts withdrawn include revaluation reserve on assets retired / sold.
*4 Stock Options Outstanding Account:
During the year, an employee exercised 1,500 options. The total fringe
benefit of Rs.0.24 lakh arising on this exercise, being the difference
between market price and the option exercise price, has been accounted
through Stock Options Outstanding Account.
*5 Deferred Income:
Deferred Income represents the value of Waste Heat Recovery Project
Assets provided to the Company free of cost by the Government of Japan
through Government of India. The depreciation on the value of the
assets capitalised, as above, is adjusted against Deferred Income. *6
Shipping Tonnage Tax Reserve:
During the financial year 2007-08, the Company opted for 'Tonnage
Tax" Scheme on the income generated by the ships and as required by
Section 115VT of Income Tax Act, 'Tonnage Tax Reserve" has been
created. In view of the Company opting out of the scheme from the
financial year 2008-09, no further Reserve has been created.
SECURITY CLAUSE
(a) Bonds / Debentures:
1. Item (i) is secured by a registered first mortgage on the
Company's properties in the State of Gujarat and further secured by a
joint first equitable mortgage / charge on the immovable and movable
assets (excluding assets purchased under Asset Credit Scheme and
certain other assets specifically excluded from the purview of the
security) present and future subject to prior charge on the movable
assets in favour of the Company's bankers for working capital
requirements.
2. Item (ii) is secured by a registered first mortgage on the
Company's properties in the State of Gujarat and further secured by a
joint first equitable mortgage on the immovable properties of the
Company both present and future.
3. Item (iii) is secured by a registered first mortgage on the
Company's non-agricultural freehold land situate at Sathurayanpudur
village, Tirunelveli Taluk, Tirunelveli and further secured by a joint
first equitable mortgage / charge on the immovable and movable
properties of the Company both present and future.
(b) Term Loans:
From Banks:
1. Items (i) and (ii) are secured by first equitable mortgage and
charge on pari passu basis (with other Lenders / Debenture Trustees) on
the immovable and movable assets (with exclusion of assets purchased
under Asset Credit Scheme and certain other assets specifically
excluded from the purview of the security), both present and future,
subject to prior charge on the movable assets in favour of the
Company's bankers for working capital requirements.
2. Items (iii) and (iv) are secured by a joint first equitable
mortgage / charge on the immovable and movable assets (excluding assets
purchased under Asset Credit Scheme and certain other assets
specifically excluded from the purview of the security) present and
future subject to prior charge on the movable assets in favour of the
Company's bankers for working capital requirements.
3. Item (v) is secured by hypothecation of Fixed Assets of the Company
at Sankarnagar, Dalavoi and Yerraguntla cement plants and further
secured by a joint first equitable mortgage / charge on the immovable
and movable assets (excluding assets purchased under Asset Credit
Scheme and certain other assets specifically excluded from the purview
of the security) present and future subject to prior charge on the
movable assets in favour of the Company's bankers for working capital
requirements.
4. Item (vi) is secured by a first pari passu charge (with other
Lenders / Debenture Trustees) on the movable and immovable fixed assets
of the Company both present and future save and except book debts and
subject to prior charges created / to be created in favour of the
Company's bankers on its current assets for securing the borrowings
for working capital requirements.
5. Item (vii) and (viii) are secured by way of exclusive charge on the
immovable properties of the Company being the land and building
situated at 93, Santhome High Road, Chennai.
6. Item (ix) is secured by first pari passu charge on the specific
fixed assets of the Company's plant at Vishnupuram, Nalgonda District
excluding the assets of the thermal power plant and the land on which
it is proposed to be installed and further secured by a joint first
equitable mortgage/ charge on the immovable and movable properties of
the Company both present and future.
7. Item (x) is secured by a pari passu charge on all the movable
assets of the Company excluding the current assets and movable assets
at Chennai and Parli grinding units excluding current assets and
further secured by a joint first equitable mortgage / charge on the
immovable properties of the Company both present and future.
8. Item (xii) is secured by a first charge on pari passu basis on the
movable fixed assets and immovable properties of the Company and a
second charge on the current assets.
9. Item (xiii) is secured by a first and exclusive charge on movable
fixed assets of the Company's captive power plant at Vishnupuram and
further secured by a joint first equitable mortgage / charge on the
immovable and movable properties of the Company both present and
future.
10. The term loan from State Bank of India is additionally secured by
a second charge on the current assets of the Company.
11. Loans mentioned in (b) (i) carry an option for conversion into
equity shares at par not exceeding 20% of the sanctioned loan /
outstanding loan in the advent of certain events and subject to
conditions.
From Others:
1. Item (i) is secured by an exclusive first charge by way of
hypothecation of the equipment purchased together with tools &
accessories at Vishnupuram cement plant and further secured by a joint
first equitable mortgage / charge on the immovable and movable assets
(excluding assets purchased under Asset Credit Scheme and certain other
assets specifically excluded from the purview of the security) present
and future subject to prior charge on the movable assets in favour of
the Company's bankers for working capital requirements.
2. Item (iii) is secured by a first pari passu mortgage and charge on
the movable and immovable properties and second pari passu charge on
the current assets of the Company's Cement manufacturing facilities.
2.1 The Company had opted for the "Tonnage Tax Scheme" under the
Income Tax Act, 1961 in the financial year 2007-08 and has opted out of
the said Scheme with effect from the financial year 2008-09.
2.2 As at Balance Sheet date, amounts aggregating to Rs.14.63 Lakhs
were due to Micro, Small and Medium Enterprises and there were no
delays as per the provisions of the Micro, Small and Medium Enterprises
Development Act, 2006 in payment of dues to such enterprises. The above
information regarding Micro, Small and Medium Enterprises has been
determined to the extent such parties have been identified on the basis
of information available with the Company and has been relied upon by
the auditors.
2.3 Note on Debt Restructuring:
a. The Corporate Debt Restructuring (CDR) Cell formed by the Reserve
Bank of India approved a Debt Restructuring proposal for all debts
other than public deposits with effect from 01.01.2003.
b. The common documentation for creation of security between all the
Lenders and the Company is yet to be executed. Pending execution of
common documentation between the Lenders and the Company, the Security
Clause under the loans has not been changed.
2.4 The Company had issued USD 75 Million Zero Coupon Foreign
Currency Convertible Bonds (FCCB) which matured on 12th May 2011. The
bonds will not bear any interest and are convertible by holders into
shares, subject to certain conditions. The net proceeds were used by
the Company for the purpose of Capital Expenditure and other purposes,
including the repayment of existing debt, as permitted under the
applicable law or regulations. Premium on redemption of FCCB
(including withholding tax), amounting to Rs.177.93 Crores (gross)
(current tax impact Rs.57.73 Crores) has been directly charged against
the Securities Premium Account, pursuant to provisions of Section 78 of
the Companies Act, 1956.
The Company has redeemed the bonds on 12th May 2011 being the maturity
date, at 147.70% of its principal value.
2.5 Recognition of Foreign Currency Fluctuations:
a) Long Term Monetary Liability pursuant to the notification issued by
the Ministry of Corporate Affairs dated 29th December 2011 on
Accounting Standard 11, the Company has opted to:
i) capitalize the exchange gain / loss on the loans against purchase of
fixed assets after the same has been put to use and depreciated over
the balance life of the asset. Such gains / losses were hitherto
credited / debited to the Profit & Loss Account. Accordingly,
Rs.2622.18 Lakhs capitalised during the year, which otherwise, would
have been charged to Profit & Loss Account;
ii) exchange loss other than those attributable to capital assets
amounting to Rs.1078.44 Lakhs, which were hitherto charged to Profit &
Loss Account has been accumulated in Foreign Currency Monetary Items
Translation Difference Account. Out of which, Rs.190.50 Lakhs has been
amortized during the year (included in Administration and Other
Charges) and the balance of Rs.887.94 Lakhs will be amortized over the
remaining period of the liability. In view of the above, the profit
before tax for the year is higher by Rs.3510.12 Lakhs.
b) Short Term Monetary Liability:
Exchange gain / loss on short term monetary liability is continued to
be credited / debited to the Profit & Loss Account.
2.6 The Company has as pari of the initiatives to promote corporate
image and its brands participated in the IPL T/20 tournaments with its
team 'The Chennai Super Kings'. The right to operate the franchise
provides a platform to build corporate and brand image especially in
the context of the Company becoming a Pan India Player.
The consideration to operate the franchise, aggregating to USD 91
Million is payable over a period of 10 years in equal installments
commencing from 2008.
As per the agreement, BCCI-IPL will share its income from the sale of
media rights and sponsorship income with all the franchisees. In
addition to the Central revenue as mentioned above the franchisee will
also have local revenue like gate collections, team sponsorships,
uniform sponsors etc. The revenue from operating the franchise is
grouped under Miscellaneous Income. Currently, the company is following
a policy of accounting for all the expenditure and revenue associated
with IPL related operation upon commencement of the Season.
The costs involved in operating the franchise like remuneration to the
players, travelling and accommodation expenses, advertisements,
promotions etc., are accounted in accordance with the Generally
Accepted Accounting Principles. The expenses are grouped under the
natural heads of accounts. The Company capitalized the entire
franchisee fee payable to BCCI-IPL as a "Franchise Right" under
Intangible Asset. Considering the revenue by operating the franchise
and the potential cash flows arising therefrom the "Franchise
Right" is being amortized over a period of 10 years. The amount
payable to BCCI towards the same, in the next 12 months from the date
of Balance Sheet is grouped under Sundry Creditors for Capital
Expenditure under Current Liabilities and payable after 12 months from
the date of Balance Sheet is grouped under Non-Current Liabilities.
2.7 Pending finalisation of ongoing negotiations with various Banks /
Financial Institutions, the claims towards Interest / Penal interest
claims by Banks / Financial Institutions are under negotiation for
waiver, amount not determinable.
35.22 Related Parly Disclosures:
A. Names of the related parties and the nature of the relationship:
(i) Subsidiary Companies:
Industrial Chemicals and Monomers Limited
ICL Financial Services Limited
ICL Securities Limited
ICL International Limited
PT. Coromandel Minerals Resources, Indonesia
Trishul Concrete Products Limited
Trinetra Cement Limited (Formerly Indo Zinc Limited)
Coromandel Minerals Pte. Ltd., Singapore
Coromandel Electric Company Limited
(ii) Associate Companies:
Raasi Cement Limited Coromandel Sugars Limited
India Cements Capital Limited
Coromandel Travels Limited
Unique Receivable Management Pvt. Limited
(iii) Key Management Personnel (KMP):
Sri. N. Srinivasan - Vice Chairman & Managing Director
Ms. Rupa Gurunath - Wholetime Director
(iv) Relative of KMP, having transactions with the Company:
Mrs. Chitra Srinivasan - Director
2.8 Employee Benefits:
The details of parameters adopted for valuation of post-employment
benefit plans and leave benefits, as per Accounting Standard 15 issued
by ICAI, are as under:
(a) Contribution to Pension Funds:
The Company offers pension plans for managerial grade employees and
wholetime Directors. While some of the employees are eligible for
Defined Benefit Plan of Pension, others are eligible for Defined
Contribution Plan of Pension. The Defined Benefit Plan of Pension are
managed by Life Insurance Corporation of India and the provision has
been made on the basis of actuarial valuation.
The estimated aggregate value of Pension liability, discounted @8%
p.a., under the Defined Benefit Plans and Defined Contribution Plans as
at 31st March 2012 are Rs.4,789.13 Lakhs (as at 31st March 2011 are
Rs.4,427.95 Lakhs) and Rs.1,160.54 Lakhs (as at 31st March 2011 are
Rs.1,054.37 Lakhs) respectively, as per the details given below:
(b) Leave of absence and encashment:
The Company has different leave plans including paid leave of absence
plans and encashment of leave plans for employees at different grades
and provision has been made in accordance with Accounting Standard 15.
The total amount of provision available for the unavailed leave
balances as at 31st March 2012 is Rs.6,088.56 Lakhs (as at 31st March
2011: Rs.5,079.18 Lakhs).
(c) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of
Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created
for this purpose by the Company. The amount of contribution to be made
is arrived at based on an actuarial valuation done at the Balance Sheet
date, as given below and is accounted accordingly.
2.9 Note on Employees Stock Option Scheme, 2006:
During the year 2006-07, the Company announced Employees Stock Option
Scheme, 2006 (ESOS 2006) to its employees, which came into force on 1st
December 2006. As per the scheme, the eligible employees are entitled
to apply for and be allotted to one equity share of Rs.10/- each, fully
paid-up, on payment of the Exercise price of Rs.50/- per option, which
shall vest with the option holders in 2 equal instalments on 1st
December 2007 and 1st December 2008. The vested options shall be
exercised by the option holders within 1 year from the date of vesting.
Under ESOS 2006, the maximum number of options to be granted in
aggregate is not to exceed 15,00,000; of which the Company issued
14,79,000 options, to be vested with the option holders in two equal
annual instalments. Out of the options vested on 1st December 2007 and
1st December 2008, the option holders exercised their options for and
were allotted fully paid up equity shares aggregating to 7,19,000 (as
at 31st March 2011:7,19,000 shares) and 7,00,000 (as at 31st March
2011:7,00,000 shares) respectively as at the Balance Sheet.
In terms of the Scheme, 3000 options were issued to an eligible
employee on 6th August 2009. Each option on such vesting can be
exercised by applying for an equity share of Rs.10/- each fully paid up
for a sum of Rs.50/- (inclusive of premium of Rs.40/-) on or before 1st
September 2011 and 1st September 2012 respectively. 1,500 options
vested on 01/09/2010 were exercised by the employee and equal number of
shares were allotted to him on 2nd March 2011. The 2nd Instalment of
1500 Shares were allotted on 17th November 2011.
Accounting of ESOS
The fair market price per equity share of the Company on the date of
vesting, i.e. 1st December 2007, 1st December 2008, 1st September 2010
& 1st September 2011 was Rs.296.80, Rs.86.95, Rs.107.65 & Rs.65.92
respectively. On vesting, the excess of fair market price over the
price paid by the employees, per Scheme, is charged to Profit and Loss
Account by crediting Stock Options Outstanding Reserve Account and on
allotment of shares, the corresponding amount is transferred from Stock
Options Outstanding Reserve Account to Securities Premium, as per the
Guidance Note issued by The Institute of Chartered Accountants of
India.
2.10 General Permission for exemption from disclosure of foreign
exchange earnings and expenditure with regard to shipping operations
has been issued by Government of India.
2.11 Previous year's figures have been regrouped wherever necessary.
Mar 31, 2010
1 Employee Benefits:
The details of parameters adopted for valuation of post-employment
benefit plans and leave benefits, as per Accounting Standard 15 issued
by ICAI, are as under:
(a) Contribution to Pension Funds:
The company offers pension plans for managerial Grade employees and
WholetJme Directors. While some of the employees are eligible for
Defined Benefit Plan of pension, others are eligible for defined
Contribution Plan of Pension. The Defined Benefit Plans of pension are
managed by Life Insurance Corporation of India and the provision has
been made on the basis of actuarial valuation.
The estimated aggregate value of Pension liability, discounted @8%
p.a., under the Defined Benefit Plans and Defined Contribution Plans as
at 31st March 2010, are Rs.4100.58 Lakhs and Rs.1032.91 Lakhs
respectively, as per the details given below:
(b) Leave of absence and encashment: /
The Company has different leave plans including paid leave of absence
plans and encashment of leave plans for employees at different grades
and provision has been made in accordance with Acounting Standard 15.
The total amount of provision available for the unavailed leave
balances as at 31st March 2010 is Rs.4583.22 Lakhs (as at 31st March
2009: Rs.3107.22 Lakhs). .
(c) Gratuity:
The employees are eligible for Gratuity benefits as per the Payment of
Gratuity Act, 1972. The Gratuity Scheme is governed by a Trust created
for this purpose by the company. The amount of Contribution to be made
js arrived at based on an Actuarial valuation done at the Balance Sheet
date, as given below and is accounted accordingly.
2 Note on Employees Stock Option Scheme, 2006:
During the year 2006-07, the company announced Employees Stock Option
Scheme, 2006 (ESOS 2006) to its employees, which came into force on 1st
December 2006. As per the scheme, the eligible employees are entitled
to apply for and be allotted to one equity share of Rs.10/- each, fully
paid-up, on payment of the Exercise price of Rs.50/- per Option, which
shall vest with the option holders in 2 equal instalments on 1st
December 2007, and 1st December 2008. The vested options shall be
exercised by the option holders within 1 year from the date of vesting.
Under ESOS 2006, the maximum number of options to be granted in
aggregate is not to exceed 15,00,000; of which the company issued
14,79,000 options, to be vested with the option holders in two equal
annual instalments. Out of the options vested on 1 st December 2007 and
1 st December 2008, the option holders exercised their options for and
were allotted fully paid up equity shares aggregating to 7,19,000 (as
at 31st March 2009:7,19,000 shares) and 7,00,000 (as at 31st March
2009:5,50,250 shares) respectively as at the Balance sheet.
Accounting of ESOS
The fair market price per equity share of the company on the date of
vesting, i.e 1st December 2007 & 1st December 2008 was Rs.296.80 &
Rs.86.95 respectively. On vesting, the excess of fair market price over
the price paid by the employees, per scheme, is charged to Profit and
Loss account by crediting Stock Options Outstanding Reserve Account and
on allotment of shares, the corresponding amount is transferred from
Stock Options Outstanding Reserve Account to Securities Premium, as per
the Guidance Note issued by The Institute of Chartered Accountants of
India.
3 Permission for exemption from disclosure of foreign exchange
earnings and expenditure with regard to shipping operations has been
received.
4 Previous years figures have been regrouped wherever necessary.
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