Mar 31, 2017
Previous year - 100,000,000 Equity Shares of Rs, 1/- each)
* Pursuant to the Scheme of Amalgamation, the Authorized Share Capital of the Company stands increased to Rs, 582 Million from Rs, 100 Million. (Refer to Note No. 2.40)
Terms / rights attached to equity shares :
The company has only one class of equity shares having a par value of Rs, 1/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.
Details of Shares held by Holding Company :
There are no Shares held by Holding Company / Subsidiaries of ultimate Holding Company as on 31st March 2017. Details of Shares issued for consideration other than in cash :
94,796,721 shares of Rs, 1/- each were allotted for consideration other than cash during the current financial year in terms of the Scheme of Amalgamation with Erstwhile Pricol Limited which was sanctioned by the Hon''ble High Court of Judicature at Madras on 6th October 2016.
During the year 2011-12, 4,950,000 Equity Shares of Rs, 10/- each were allotted as fully paid-up pursuant to contract without payments being received in cash. During the year 2015-16, Erstwhile Pricol Limited acquired 5,000,000 Equity Shares of Rs, 10/- each from Johnson Control Enterprise Limited, UK. These shares were subsequently cancelled pursuant to Scheme of Amalgamation.
There were no shares allotted by way of Bonus Shares and there have been no shares bought back in the immediately preceding five years.
Term loan from Indian bank is secured by way of hypothecation of machineries and other fixed assets of the Company. The rate of interest is 14.20% and the loan was repayable in four quarterly installments after an initial holiday period of 2 years from the date of first a ailment. Interest to be serviced as and when charged. The above loan has been precludes during the year 2016-17. Hence there is no outstanding as on 31st March 2017 (Previous year - Rs, 20 Million).
Term Loan of Rs, 300 Million for Medium Term Working Capital from Bank of Bahrain and Kuwait B.S.C. is repayable in 12 quarterly installments of Rs, 25 Million each. Interest is payable on monthly basis at the rate of Bank Base Rate plus
0.10%. The loan is secured by pari-passu first charge on the specific land and building of Plant III situated at Billichi Village, Coimbatore District. Present Outstanding as on 31st March, 2017 is Rs, 50 Million.
Term Loan of Rs, 200 Million from HDFC Bank is repayable in 12 quarterly installments of Rs, 16.667 Million each. Interest is payable on monthly basis at the rate of Bank Base Rate plus 0.50%. The loan is secured by pari-passu first charge by hypothecation of specific plant and machinery and pari-passu first charge by way of mortgage of immovable property situated at IMT Manesar, Gurugram. Present Outstanding as on 31st March, 2017 is Rs, 83.333 Million.
Term Loan of Rs, 200 Million from Federal Bank is repayable in 12 quarterly installments of Rs, 16.667 Million each. Interest is payable on monthly basis at the rate of Bank Base Rate plus 0.10% . The loan is secured by Equitable mortgage of immovable property on pari-passu first charge basis and hypothecation of specific Plant & Machinery on pari-passu first charge basis with HDFC Bank. Present Outstanding as on 31st March, 2017 is Rs, 183.333 Million.
Working Capital Facilities from State Bank of India, ICICI Bank, Axis Bank and HDFC Bank are secured by pari-passu first charge on the current assets of the company. Working Capital Facilities are further secured by pari-passu second charge on the specific immovable properties situated at Plant I - Perianaickenpalayam, Coimbatore District, Tamilnadu.
Working Capital Facilities from Bank of Bahrain and Kuwait B.S.C. is secured by pari-passu first charge on the specific land and building of Plant III situated at Billichi Village, Coimbatore District.
Working Capital Facilities from Banks are repayable on demand and carries interest rates varying from 9.65% to
11.10 % p.a.
There are no interest amounts paid / payable to Micro Enterprises and Small Enterprises. The information in relation to dues to Micro Enterprises and Small Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company, which has been relied upon by the auditors.
In view of the considerable number of items diverse in composition, size and nature, it is not practicable to furnish particulars of materials consumed.
1. Income Tax Assessments are completed upto Assessment Year 2014-15. The Company has preferred appeals against certain disallowances made in the assessments. In the opinion of the Company the provision for taxation available in the books of accounts is adequate.
2. AMALGAMATION OF ERSTWHILE PRICOL LIMITED WITH THE COMPANY :
(a) The shareholders of Erstwhile Pricol Limited (Transferor Company) and Erstwhile Pricol Pune Limited (Transferee Company) approved the Scheme of Amalgamation ("Scheme") of Transferor Company with the appointed date as 1st April, 2015. Pricol Limited was engaged in the manufacturing, marketing, trading and export of Automotive Components and precision engineered products to Original Equipment Manufacturers and Replacement Market. The said scheme was as sanctioned by the Hon''ble High Court of Judicature at Madras on 6th October, 2016. The certified copy of the High Court sanctioning the Scheme was filed with Ministry of Corporate Affairs on 1st November, 2016 (Effective Date). The scheme has accordingly been given effect to in the financial statements. The amalgamation has been accounted for under the âPurchase Methodâ as prescribed under Accounting Standard 14 - âAccounting for Amalgamationsâ (AS 14) notified under the Companies Act 2013. Accordingly, giving effect to the Scheme of Amalgamation, all the assets (including intangible assets if any whether or not recorded in the books of Transferor Company) and liabilities of Transferor Company were recorded in the books of the Transferee Company at their respective fair values. In respect of Inter-company Owings, the outstanding balance (Net) of Rs, 50.390 Million have been eliminated. Pursuant to the Scheme of Amalgamation, the Transferee Company was renamed as "Pricol Limited" vide fresh Certificate of Incorporation granted by the Ministry of Corporate Affairs on 18th November, 2016.
(b) Upon the Scheme being effective, in consideration of the transfer and vesting of the entire undertaking of the business of the Transferor Company, the shareholders of the Transferor Company as on the Record date (6th December, 2016) have been allotted one equity share of Rs, 1 each fully paid-up of Transferee Company for every one equity share of Rs, 1 each fully paid-up in the Transferor Company. Thus, the Transferee Company has allotted 94,796,721 Equity Share of Rs, 1 each fully paid-up and the Transferee Company has accounted for Securities Premium of Rs, 7,412.156 Million representing a premium of Rs, 78.19 per equity share. The shares held by the Transferor Company in Transferee Company stands cancelled pursuant to Scheme of Amalgamation.
(c) Intangible Assets acquired by the Transferee Company pursuant to amalgamation include :
(i) separately identified intangible assets like Brand / Trade Mark, Patents & Developed Technology
(ii) Goodwill comprising other intangible assets namely Customer Relationships and Assembled Workforce, in line with Accounting Standard - 26 (AS 26) on âIntangible Assetsâ. Such Goodwill has been treated at par with other separately identified intangible assets and is amortized over a period of 15 years. Para 19 of
AS-14 considers a period of 5 years as appropriate to amortize the goodwill on amalgamation unless a longer period is justified. The company has made a technical evaluation on the useful life, which has been relied upon by the auditors, based on which the goodwill has been amortized over a period of 15 years. Disclosure of impact on adopting a longer useful life in the financial statements :
The amortization expense for the year would have been higher by Rs, 198.680 Million, the profit for the year would have been lower by Rs, 198.680 Million, adjustment pursuant to Scheme of Amalgamation in the opening balance of Deficit in the Statement of Profit and Loss higher by Rs, 198.680 Million and the resultant Reserves and Surplus lower by Rs, 397.360 Million.
(d) The working results of the transferor company for the period 1st April, 2015 to 31st March, 2016 has been adjusted in the opening balance of Surplus / (Deficit) in Statement of Profit and Loss.
3. a) PARTICULARS REGARDING DEFINED BENEFIT PLAN :
The company operates a defined benefit plan for payment of post employment benefits in the form of Gratuity. Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of the benefits are common for all the employees of the company.
4. SEGMENT REPORTING :
As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes to Consolidated Financial Statements.
5 The company has filed revised returns / made additional claims in respect of certain deductions and exemptions. These claims have been rejected by the Assessing Officer against which the company has preferred an appeal before the Commissioner of Income Tax (Appeals). Necessary adjustments in respect of Income Tax / MAT Credit Entitlements would be recognized in the books of account as and when the appeals are disposed off.
# On 15th June, 2016, the Company sold its 100% shareholding in its wholly owned subsidiary company M/s. Integral Investments Limited for a consideration of Rs, 27.837 Million resulting in a profit of Rs, 5.337 Million.
6. Deletion to Freehold Land represents Donation of a piece of Land having restricted use, to a public charitable institution for which the conveyance and registration formalities are pending.
7 The Board of Directors of the Company have recommended a dividend of Rs, 1/- per share, (100% on the face value of Rs, 1/-) aggregating to Rs, 94.797 Million on the equity shares of the company for the year ended 31st March, 2017, which is subject to the approval of the shareholders at the Annual General Meeting. The Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, dated 30th March, 2016 has amended Accounting Standard (AS)-4 âContingencies and Events occurring after Balance Sheet dateâ. Consequently, the company has not accounted for proposed dividend as liability as at 31 st March, 2017.
8. Previous year''s figures are reclassified wherever necessary to conform to the current year''s classification.
9 All figures are in Million unless otherwise stated.
10 RELATED PARTY DISCLOSURE AS PER ACCOUNTING STANDARD 18 :
(i) Names of related parties and description of relationship:
1. Enterprises where control exists :
Subsidiary Companies : PT Pricol Surya Indonesia, Pricol Asia Pte. Limited, Singapore, Pricol do Brasil Components Automotives LtdA, Brazil, (Subsidiary of Pricol Espana S.L. Spain), Pricol Espana S.L. Spain, Integral Investments Limited, India - Disposed off in current year, Coimbatore Metal Works Limited, India -Disposed off during 2015-16.
11. Related parties where significant influence exists and with whom transactions have taken place during the year :
a) Partnership firms under common control : Bhavani Global Enterprises, Ellargi & Co, Libra Industries.
b) Public Limited Companies : Pricol Holdings Limited, PPL Enterprises Limited, Pricol Properties Limited, Pricol Technologies Limited, Pricol Travel Limited, Pricol Engineering Industries Limited, Pricol Corporate Services Limited, Prinfra Limited, Target Manpower Services Limited.
c) Key Management Personnel : Mrs. Vanitha Mohan, Mr. Vikram Mohan
d) Relatives of Key Management Personnel : Mr.Vijay Mohan