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Notes to Accounts of India Cements Ltd.

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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