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Notes to Accounts of W S Industries (India) Ltd.

Mar 31, 2023

Terms / Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs 10/- Per share. Each Holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in the proportion to the number of equity shares held by the shareholders.

During the year the company has made preferential allotment for 4634224 equity shares on 10th June 2022.

During the year the company has made preferential allotment for 4360000 equity shares on 26th December 2022.

During the year the company has made preferential allotment for 1995000 equity shares on 5th January 2023.

During the year the company has converted 4552436 warrants to equity shares fully paid on 23rd March 2023.

During the year the company has neither issued any bonus shares nor bought back any shares.

Description of nature and purpose of Reserve:

(i) Capital Reserve represents gain of a capital nature. It can be used in writing off the capital losses from sale of fixed assets, shares & debentures and issue of fully paid up bonus shares to existing shareholders. Capital Reserve is not available for distribution to shareholders as dividend.

(ii) Share Premium records the premium component on issue of shares and convertible warrants and can be utilised only in accordance with the provisions of Companies Act, 2013.

(iii) Revaluation Reserve is the reserve which is created when any Fixed Asset / Non Current Asset (As per Ind AS) is revalued. It cannot be utilised for the purpose of issue of fully paid up bonus shares or write off of capital losses, unless the revalued fixed assets have been disposed off.

(iv) Capital redemption reserve is transferred from undistributed profits i.e. general reserves, profit or loss account. It can be utilized for the purpose of buy back of shares, incremental effect of fresh equity shares or preference shares issued to redeem the old preference shares, issuing fully paid bonus shares and not available for distribution to shareholders as dividend.

(v) Special General reserve is created for specific purposes. It can be utilized only for the purpose for which it has been created and cannot be utilized for other purposes and not available for distribution to shareholders as dividend.

(vi) Reserves for equity instruments through other comprehensive income is created with value changes recognised in profit or loss on account of measurement at fair value of all equity investments, except for those investments for which the entity has irrevocably elected to present value changes in other comprehensive income (OCI) and not available for distribution to shareholders as dividend.

The 925000 Non-convertible, Redeemable and cumulative Preference Shares of Rs.100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by Vensunar Holdings (P) Ltd. (since amalgamated with Trala Electromech Systems (P) Ltd.) and due for redemption on 30th Sept. 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 30th Sept. 2023.

350000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. which are due for redemption on 31st Aug. 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 31st Aug. 2023.

a. Write back of liability to the tune of Rs. 84.75 Millions pertaining to discontinued Electro-porcelain products division’s and continuing business of turnkey projects from erstwhile operations’s long outstanding creditors and debtors with credit balances.

b. Liabilities provided amounting to Rs. 41.02 Millions pertaining to the Vizag unit of Electro-porcelain products division, since discontinued.

B Defined Benefit Plan:

Gratuity: The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972.The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.

Leave Encashment Benefits: The Company has different leave plans including paid leave of absence plans and encashment of leave plans for employees at different grades and the amount of contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.

(b) 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

II - Financial Risk Management

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company’s risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company’s activities. The Company through its training and management standards and procedures develop a disciplined and constructive controlled environment.The Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the risk management framework.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

1. Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company’s receivables, treasury operations and other operations that are in the nature of lease.

a) Receivables

Concentration of credit risk with respect to trade receivables is low, due to the Company’s customer base primarily are limited to government and other group entities. All trade receivables are reviewed and assessed on a quarterly basis.

b) Financial Instruments and Cash deposits

Investments are made only with the approved counterparties. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

2. Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long term funding and liquidity management requirements.

3. Market Risk

a) Foreign Currency Risk

The Company’s exposure in foreign currency denominated transactions in connection with import of raw materials, capital goods & spares, besides exports of finished goods in foreign currency, gives rise to exchange rate fluctuation risk. The Company has following policies to mitigate this risk:

Decisions regarding borrowing in Foreign Currency and hedging thereof, and the quantum of coverage is driven by the necessity to keep the cost comparable. Foreign Currency loans, imports and exports transactions are hedged by way of forward contract after taking into consideration the anticipated Foreign exchange inflows/ outflows, timing of cash flows, tenure of the forward contract and prevailing Foreign exchange market conditions.

b) Cash flow and fair value interest rate risk

There were no facilities extended to the Company by Banks / financial institutions as at the end of the year under review. Interest rate risk arises from short term borrowings with variable rates which exposes the Company to cash flow interest rate risk.

III) Capital Management

For the purpose of the Company’s capital management, capital inludes issued equity share capital and all other equity reserves attribute to the equity holders of the Company. the primary objective of the Company’s capital management is to maximize the Shareholders’ wealth. The Company managers its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants. The Company has positive networth as at the end of the year under review.

The Status of the cases filed before various courts and regulatory authorities as reported last year in the Annual Report remains unchanged except the following:

(i) Consequent to the full and final settlements made, the secured lenders has withdrawn the application filed under Section 19 (4) of the Recovery of Debts Due to Banks &Financial Institutions Act 1993 on behalf of Punjab National Bank and Indian Overseas Bank before the DRT II.

(ii) Company has paid an amount of Rs. 0.59 million as penal damages for delayed contribution against the appeal filed by the Company before the Central Government Industrial Tribunal Cum Labour Court at Hyderabad against the Order dated 15/02/2018 bearing No. AP/VSP/55323/PD/14B/ZONE-55/2018/5992 passed by Assistant Provident Fund Commissioner (PD), The Employees Provident Fund Organization, Regional Office, Visakhapatnam under Sec 14-B of the Employees Provident Fund Scheme, 1952 and the appeal ordered and closed.

(iii) The Company has proposed a one time settlement offer of a lumpsum payment of Rs. 12.50 millions as full and final settlement of all the claims of M/s.Uttar Haryana Bijli Vitran Nigam Limited, Haryana. Further UHBVN has once again sent mail for the appointment of Arbitrator despite of the past discussion and the Company has replied to that. UHBVN made ARB appeal before High Court of Punjab and Haryana at Chandigarh for the appointment of the arbitrator proposed by them. The Company has taken steps to defend the same.

(iv) A Writ Petition that was filed by the trespasser before the High Court of Madras with respect to patta pertaining to 54 cents of the Company’s land in Chennai has withdrawn and the case disposed off.

(v) A Public Interest Litigation that was filed by a litigant on 16.03.2020 with reference to the G.O. (Ms.) No. 145 dated 22.11.2018 received by the Company has withdrawn and the case disposed off.

(vi) A Public Interest Litigation that was filed by a litigant on 16.03.2020 with reference to the lands of an extent of 6 cents in possession of the Company has withdrawn and the case disposed off.

(vii) With reference to land of 0.60 acres in the possession of the Company since 26.02.1964 the Tahsildar, Maduravoyal Taluk, Chennai has raised a show cause regarding the ownership of the same. The Company has filed its response with requisite supporting documents with a request to withdraw the said show cause notice and thus render justice. Further the Company has requested for a personal hearing for the submission of additional documents. Reply awaited.

(viii) The appeal filed by the Company for the waiver of late filing levy u/s 234E and interest thereon u/s 220(2) of the Income Tax Act with respect to its Vizag Insulator Division before the CIT (A), Visakhapatnam got ordered and closed.

NOTE 45

Completed the sale of 2.214 acres of land located at Pondicherry on 19th May 2022 for a consideration of Rs.20 millions.

NOTE 46

With reference to SEBI Circular No.SEBI/HO/DDHS/CIR/P/2018/144 dt. 26 11 2018, on “Fund raising by issuance of Debt Securities by Large Entities”, the company does not fall under the Large Corporate category.

NOTE 47

The Company had participated in an e-auction on 09.03.2023 pursuant to which the Company stood as the successful bidder and purchased the property, being an auction under SARFAESI, a Sale Certificate was issued confirming the ownership and possession on 27.03.2023. Accordingly, the Company had remitted the sale consideration of Rs. 1073.50 millions. The Company is in the process of registering the Sale Certificate with Sub Registrar Office of Sunguvarchatram. Pending mutation in favour of the Company the purchase consideration paid amounting to Rs.1073.50 millions has been classified as Capital advance in financial statements, not withstanding the fact that possession has been held by the company.

NOTE 48

The Company’s shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

NOTE 49

Additional regulatory Information required by Schedule III of Companies Act 2013

a) Title Deeds of Immovable properties not held in name of the company

The company does not hold any property which is not in the name of the company

b) Relationship with struck off companies

The Company does not have transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

c) 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.

d) Borrowing secured against current assets

The Company does not have any borrowings from banks and financial institutions on the basis of security of current assets.

e) Wilful defaulter

The company has not been declared Wilful defaulter by any bank or financial institution or government or any government authority.

f) Registration of charges

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

g) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

h) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

i) 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.

j) 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.

k) 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.

l) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous financial year.

m) Loans & Advances

“There are no loans or advances in the nature of loans granted to promoter, directors, KMPs and related parties (as defined under companies act, 2013), that are

a) Repayable on demand, or

b) Without specifying any terms or period of repayment.”

NOTE 50

Figures have been regrouped/reclassified wherever necessary, to conform to this year’s classifications.


Mar 31, 2015

First charge on the company's immovable and movable fixed assets, present and future, as set out hereunder:

1. Term Loans availed and outstanding to banks, aggregating to ? 472.37 million are secured by the first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land on pari passu basis.

2. Working Capital Term Loans and Funded Interest Term Loans restructured during the year by banks and outstanding to banks, aggregating to ? 738.29 million are secured primarily by a first charge on the current assets of the company and further secured by a second charge on the Fixed assets of the Company on pari passu basis.

3. Security has been created on NCD of Rs. 240 million in favour of IDBI Trusteeship Services Limited on behalf of the Debentureholders and in favour of Allium Finance Ltd. and Edelweiss Asset Reconstruction Company Ltd. for the Term Loans aggregating to Rs.797.50 million on the block assets of the company situated at the Vizag Plant and on 5 acres of land situated at Porur, Chennai on pari passu basis among these lenders and pledge of29,70,000 equity shares of the Promoters.

4. Security Receipts of Rs. 249.62 million classifed as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 15.08 acres of land and also secured by block assets of the company situated at Vizag.

Terms of Repayment

Outstanding Bank Term Loans are payable in terms of the restructuring schedules agreed to with the banks.

For NCD, and loan to the tune of Rs.797.50. million availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed consisting of Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded, ranking pari-passu among themselves.

Rs. in Million

THIS YEAR PREVIOUS YEAR

5. CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

I Contingent Liabilities

(a) Guarantees 442.27 650.14

(c) Corporate Guarantees issued 35.08 35.02

(d) Customs Duty on Bonded Materials 1.34 0.78

(e) Tax disputes Income Tax 7.45 12.77

(f) Arrears of dividend on Cumulative redeemable Preference Shares 46.83 34.70

(g) Labour Disputes 15.00 15.00

(h) Additional Demand on account of reassessment of Property Tax 28.52 -

(i) Additional Demand for Panchayat Licence Fees 0.15 -

(j) Overdue Interest on instalment and interest on unpaid interest 119.72 -

II Commitments

(a) Estimated amount of contracts remaining to bee xecuted on capital account and not provided for - 6.82 0.02

(b) In respect of Voluntary Retirement Scheme offered by the company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years 318.89 318.89

In respect of the dispute pertaining to the sale of the additional lands at Porur, Chennai covered under the Framework Agreement, at the instance of M/s. Mantri Premier Homes Private Limited and M/s. Mantri Developers Private Limited, the matter has been referred to the arbitral tribunal in terms of the said agreement.

6. In respect of the appeal filed by the Company in DRAT, Chennai against the order of DRT, Bangalore directing the issue of Debt Recovery Order in favour of ING Vysya Bank Ltd which has since assigned its receivables and recoverbles to International Asset Resconstruction Company (IARC), the Company has entered in to a settlement agreement with them and on application by the company, the same has been taken on record by DRAT, Chennai. Both IARC and the Company are taking necessary action taking on record the settlement reached between the parties and for return of the original documents filed with them.

7. In respect of the appeal filed by the Company in High Court at Hyderabad against the order of The A.P. State Micro & Small Enterprises Facilitation Council, Hyderabad the matter has been referred back to the tribunal for assessment of the actual interest payable and to the City Civil Court, Hyderabad to re-assess the case after giving reasonable opportunity to both parties. .

8. Balaji Electrial Insulators Private Limited, a supplier has filed a summary suit before Court Additional Senior Civil Judge (Rural) Mirsapur, Ahmedabad for the recovery of amounts due to them for the supply of insulators made by them and the matter is pending before the said court.

9. The Company has pledged its shareholding in its wholly owned subsidiary W.S T&D Limited in favour of Tractors & Farm Equipments Limited for the amount due to them by the subsidiary.

10. Mortgage has been created during the year in favour of Edelweiss Asset Reconstruction Company Limited (EARC) in respect of the vacant land of the Company admeasuring 2.214 acres in RS No.38/1 situated at Sedarapet Village adjacent to PPIDC Estate, Pondicherry as additional security for the term loans advanced to the Company by Allium Finance Private Limited and Edelweiss Asset Reconstruction Company Limited and for the Non Convertible Debentures subscribed by the debenture holders through IDBI Trusteeship Services Limited acting as trustee on their behalf.

11. Vacant land of the Company admeasuring 2 acres 12 guntas (2.3 acres) in Survey No.80, Block Nos. 9-20 of Settigere Village, Karnataka has been mortgaged during the year in favour of M/s. Trinity Infraventures Limited towards security forthe amount of ? 60 million secured from them.

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are

Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered fordisclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Disclosure of Related Party transactions, as required under Accounting Standard (AS) 18 of The Companies (Accounting Standards) Rules, 2006:

(a) List of Related Parties:

Subsidiary Companies Director Key Management Relative of Personnel Director

W.S.T&D Limited Sri.V.Srinivasan SSuresh Sri.Narayan W.S. Electric Limited Sethuramon

Subsidiary Companies Other related Parties

W.S.T&D Limited W.S. International (P) Ltd. W.S. Electric Limited Ashwini Services and Consultancy Ltd.

The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date. The figures for the current period are for a period of 6 months and hence are not directly comparable with those of the previous year.


Sep 30, 2014

1. Loss from Operations

During the year under review:

a) cost of all inputs increased significantly.

b) non-availability of adequate Working Capital has affected the operations of the company.

However, the company is pursuing its turn around plans with monetization of the real assets and thus revive the operations.

Once the turn around plan is successfully implemented, the company is expected to come back to normal operations with improved networth.

2. SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

3. The figures for the current year are for a period of 12 months whereas those of the previous year are for a period of 18 months and hence are not directly comparable.

4. The 925,000 Non-convertible, Redeemable and cumulative Preference Shares of Rs. 100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by the Overseas Investors, viz., Credit Renaissance Fund Ltd. and Credit Renaissance Development Fund L.P. and due for redemption on 3rd October, 2014 has been extended by the above shareholders by a further period of one year, i.e., upto 2nd October, 2015.

350,000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. due for redemption on 28th February, 2013 was rolled over by the above shareholder for a further period of five years.

5. First Charge on the company''s immovable and movable fixed assets, present and future:

i) Term Loans availed and outstanding to banks, aggregating to Rs. 462.73 million are secured by pari passu first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land.

ii) Security has been created on NCD of Rs. 300 million in favour of IDBI Trusteeship Services Limited for and on bahalf of the Debentureholders and in favour of Allium Finance Ltd. and Edelweiss Asset Reconstruction Company Ltd. for the Term Loans for Rs. 400 million each respectively on the block assets of the company situated at the Vizag Plant and on 5 acres of land situated at Porur, Chennai on first pari passu charge basis equally among themselves and pledge of 29,70,000 equity shares of the Promoters.

iii) Security Receipts of Rs. 249.62 million classifed as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 15.08 acres of land and also secured by block assets of the company situated at Vizag.

6. Terms of Repayment

Outstanding Bank Term Loans are payable in 11 quarterly instalments from Sep. 14 in terms of the schedules agreed to with the banks.

For NCD, and loan to the tune of Rs. 800 millionm availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

For the Security Receipt of Rs. 249.62 million, term of the SR is linked to the proceeds of sale of land.

7. Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed on including Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded ranking pari-passu among themselves.

Rs. in Million

THIS YEAR PREVIOUS YEAR

Note 8

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

I Contingent Liabilities

(a) Guarantees 650.14 827.37

(c) Corporate Guarantees issued 35.02 72.97

(d) Customs Duty on Bonded Materials 0.78 1.98

(e) Tax disputes Income Tax 12.77 11.97

(f) Arrears of dividend on Cumulative redeemable Preference Shares 34.70 24.26

(g) Labour Disputes 15.00 -

II Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for - 0.02 1.51

(b) In respect of Voluntary Retirement Scheme offered by the company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years 318.89 35.82

Note 9

On transfer of possession of 10.08 acres of land at Porur, Chennai to Mantri Premier Homes Private Ltd. (MPHPL), the same was recognized as sale of land in the books of the Company during the preceding financial year. However, the mortgage created in favour of MPHPL for the amounts received from them pending execution of the sale deed on securing necessary approvals, in their favour continued to remain for the additional amounts received from them during the current financial period under review.

Note 10

ING Vysya Bank Ltd (formerly The Vysya Bank Ltd) who had earlier granted working capital credit facilities to the Company''s erstwhile subsidiary had secured a Debt Recovery order from DRT Bangalore representing that the Company had given Corporate guarantee for Rs. 11.06 Crores for the above facilities, while the above guarantee was furnished to another bank, who had already filed an application before DRT 1, Chennai for recovery of amounts due to them. The Company had since entered into a Memo of Compromise with that Bank and the same was taken on record by DRT1, Chennai and had ordered the return of the original document (Guarantee for Rs. 11.06 Crores) to the Company vide their order dated 25th September 2002. Accordingly the Bank had returned the original guarantee furnished to them by the company duly cancelled. The Company had filed an appeal before DRAT, Chennai for the withdrawal of the Debt Recovery order issued by DRT, Bangalore and had secured an interim stay from DRAT, pending disposal of the appeal.

Note 11

One Pragathi Fabricators misrepresented to be the supplier of the Company for its Project Engineering and Services division and had secured an award dated 11.11.2011 for Rs. 21,47,430 plus future interest applicable thereon against the Company under MSMED at 2006 from The A.P. State Micro & Small Enterprises Facilitation Council, Hyderabad. The Company had contested the above award and had made a deposit of Rs. 16,16,573 representing 75% of the above award. The Company on application to the Honourable High Court at Hyderabad has also secured an order directing the tribunal to assess the exact quantum of interest applicable on the award and the City Civil Court, Hyderabad to hear and dispose the case after giving reasonable opportunities to both the parties.

12. Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Note No 13

The Company has entered into an understanding with International Asset Reconstruction Co Ltd (IARC) towards the settlement of a Corporate Guarantee for Rs. 25 Lacs furnished to The Vysya Bank Ltd (now known as ING Vysya Bank Ltd), who have since assigned their rights, title and interest in the Financing Documents and any underlining security interests, pledges and or guarantees in respect of the loans, to IARC under a deed of assignment towards discharge of above guarantee and all other obligations to IARC. The Company has effected a payment of Rs. 10 lacs against the liability already created in this regard under "other liabilities" and the balance payment is to be effected on or before 31st January, 2015.

The Company''s shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

The figures for the previous year are for a period of 18 months and hence are not directly comparable with those of the current year.


Sep 30, 2013

1 LOSS FROM OPERATIONS

During the year under review:

a. cost of all inputs increased significantly.

b. selling price witnessed drastic reduction consequent to dumping of electrical insulators by Chinese manufacturers

c. exchange fluctuations adversely affected the imports.

Nevertheless, company took various initiatives to arrest the operating loss. Despite that for the third year, the company incurred loss from Operations.

However, the company is pursuing its turnaround plans with monetization of the real assets and thus revive the operations. It is pointed out that the continuous losses had affected the net worth of the company which dropped by more than 50% from its peak level. Regardless of it, once the turnaround plan is successfully implemented, the company is expected to back to normal operations with improved net worth.

2 SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

3 The Financial Statement for the current period have been drawn for the period from 1st April, 2012 to 30th Sept., 2013 (18 months) after receipt of letter of approval from Registrar of Companies vide their letter dt. 20th Feb., 2013.

Accordingly current year figures are not comparable with those of previous year which is of 12 months.

The 925,000 Non-convertible, Redeemable and cumulative Preference Shares of Rs.100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by the Overseas Investors, viz., Credit Renaissance Fund Ltd. and Credit Renaissance Development Fund L.P and due for redemption on 3rd October, 2013 has been extended by the above shareholders by a period of one year, i.e., up to 3rd October, 2014.

350,000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. due for redemption on 28th February, 2013 was rolled over by the above shareholder for a further period of five years.

The above Term Loans and Current maturities of long term loans are secured by the :

First Charge on the company immovable and movable fixed assets, present and future:

i) Term Loans availed and outstanding to banks, aggregating to Rs. 316.70 million are secured by pari passu first charge on the block assets of the company situated at the Chennai plant except to the extent of 15.08 acres of land.

ii) NCD of Rs. 300 million and the Term Loans secured from NBFC & ARC Trust aggregating to Rs. 800 million are secured by pari passu first charge on the block assets of the company situated at the Vizag Plant and 5 acres of land at Chennai.

iii) Security Receipts of Rs. 249.62 million classified as Term Loan from other than Banks are secured by Block Assets of the company situated at Chennai except for 10.08 acres of land and also secured by block assets of the company situated at Vizag.

Terms of Repayment

Outstanding Bank Term Loans are payable in 11 quarterly installments from Sept., 2013

For NCD, and loan to the tune of Rs. 800 million availed from NBFC & ARC Trust specific repayment terms are in place per the agreements executed with them.

For the Security Receipt of Rs. 249.62 million terms of the Security Receipt is linked to the proceeds of sale of land.

Working Capital facilities from Consortium of Banks, for Chennai and Vizag Units and for Turnkey Projects Division availed on including Cash Credit, Packing Credit, WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills. They are further secured by a Second Charge on the block assets of the company situated at Chennai unit except to the extent of 15.08 acres of land on which charge has been ceded ranking pari-passu among themselves.

NOTE 1 (Rs. in Million)

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR : THIS YEAR PREVIOUS YEAR

(I) Contingent Liabilities

(a) Guarantees 827.37 842.24

(b) Letters of Credit in favour of suppliers of Raw materials, Capital - 40.43 Goods, etc. excluding the value of materials received and bills accepted there against

(c) Corporate Guarantees issued 72.97 50.80

(d) Customs Duty on Bonded Materials 1.98 6.28

(e) Tax disputes

i) Excise and Service tax - 0.07

ii) Income Tax 11.97 7.97

(f) Arrears of dividend on Cumulative redeemable Preference Shares 24.26 12.13

(II) Commitments

(a) Estimated amount of contracts remaining to be executed on 1.51 4.47 capital account and not provided for -

(b) In respect of Voluntary Retirement Scheme offered by the 35.82 13.53 company, the amount payable to eligible employees who have opted for the deferred payment as set out in the scheme for the coming years

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.


Mar 31, 2012

1 SEGMENT

The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2 REGROUPING OF FIGURES

The previous year's figures have been regrouped and rearranged wherever necessary.

The 925,000 Non-convertible, cumulative and Redeemable Preference Shares of Rs 100/- each fully paid up bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P. on 3rd 0ct.2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 03 Oct. 2013.

350,000 Non-convertible, cumulative, Redeemable Preference Shares Rs 100/- each fully paid up have been allotted to Vensunar (P) Ltd. On 13.07.2009 at a coupon rate of 10% to be redeemed on or before 28.02.2013.

The above Term Loans and Current maturities of long term loans are secured by the :

First Charge on the company's immovable and movable fixed assets, present and future:

i) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs 1,166.21 Million which shall rank pari passu among them.

ii) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers' credit facility for which bills have been co-accepted by these banks.

iii) In respect of a Term loan of Rs 250 Million, charge is yet to be created.

Terms of Repayment

The balance outstanding of Rs 77 million availed in Oct 2008 is repayable in equal quarterly installments of Rs 11 million each, starting from June 2011.

The balance outstanding of Term Loan of Rs 457.70 million is repayable in 16 quarterly installments starting from Dec 2011.

The balance outstanding in the Foreign Currency loan equivalent to US $ 10.79 Million is repayable in quarterly installments starting from Sept. 2012.

The balance outstanding in theTerm loan of Rs 20.79 Million is fully repayable in Sept. 2012.

The balance outstanding in the Term loan of Rs 43.17 Million is fully repayable in Sept. 2013.

The balance outstanding in the Term loan of Rs 8 Million is repayable in quarterly installments of Rs 2 Million each commencing from Oct. 2011.

The Term Loan of Rs 250 million is repayable fully in June 2012.

Loans from Banks, both for Chennai Unit and Vizag Unit, availed on Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the immoveable and moveable fixed assets of the respective Units of the Company ranking pari-passu among themselves for the units for which facilities have been extended based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Company's term lenders in favor of -

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Chennai Unit.

ii) The Bankers for the Working Capital facilities sanctioned for Vizag Unit.

NOTE 3 (Rs in Millions)

CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR : THIS YEAR PREVIOUS YEAR

(I) Contingent Liabilities

(a) Guarantees 842.24 922.65

(b) Letters of Credit in favor of suppliers of Raw materials, Capital 40.43 60.51 Goods, etc. excluding the value of materials received and bills

accepted there against

(c) Corporate Guarantees issued 50.80 62.39

(d) Customs Duty on Bonded Materials 6.28 5.86

(e) Tax disputes

i) Excise and Service tax 0.07 0.21

ii) Income Tax 7.97 2.65

(f) Arrears of dividend for the year on Cumulative Redeemable 12.13 - Preference Shares at the contracted rates

(II) Commitments

(a) Estimated amount of contracts remaining to be executed 4.47 4.44 on capital account and not provided for -

(b) In respect of Voluntary Retirement Scheme offered by the 13.53 - company, the amount payable to eligible employees who have

opted for the deferred payment as set out in the scheme for the coming years

Notes to Segment Reporting

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

Confirmation of balances in respect of debtors, creditors and advances have not been received in some cases.

The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

Figures have been stated in Rs Million.


Mar 31, 2011

1. The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2 (a) The 925,000 Non-convertible, cumulative and Redeemable Preference Shares of Rs. 100/- each fully paid up bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P on 3rd October 2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 03rd October 2013.

(b) 350,000 Non-convertible, cumulative, Redeemable Preference Shares Rs. 100/- each fully paid up have been allotted to Vensunar (P) Ltd. on 13th July, 2009 at a coupon rate of 10% to be redeemed on or before 28th February, 2013 .

3. Loans from Banks, both for Unit I (at Chennai) and Unit II (at Visakhapatnam) availed on Cash Credit, Packing Credit,WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the immoveable and moveable fixed assets of the respective Units of the Company ranking pari-passu among themselves for the units for which facilities have been extended based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Company's term lenders in favour of-

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Unit I .

ii) The Bankers for the Working Capital facilities sanctioned for Unit II.

4. First Charge has been created on the company's immovable and movable fixed assets, present and future:

a) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs. 1,050.85 Million which shall rank pari passu among them.

b) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers' credit facility for which bills have been co-accepted by these banks.

5. Contingent Liabilities on account of:

(i) Letters of Credit in favour of suppliers of Raw materials, Capital Goods, etc. excluding the value of materials received and bills accepted there against 60.51 58.52

(ii) Guarantees to Electricity Boards, Government Departments and Undertakings 922.65 753.73

(iii) Corporate Guarantees issued 62.39 11.18

(iv) Customs Duty on Bonded Materials 5.86 2.85

(v) Tax disputes

a) Sales Tax - 4.57

b) Excise and Service tax 0.21 0.39

c) Income Tax 2.65 2.65

6. In the absence of information from the suppliers with regard to their registration with the specified authority, despite the company calling for such information, the company is unable to furnish the information, as required under the Companies Act, 1956 and the Micro, Small and Medium Enterprises Development Act, 2006.

Notes to Segment Reporting

1 Business Segments: The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments: The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

7. The Company's shares are listed in Mumbai and National Stock Exchanges. The listing fees thereagainst have been paid up to date.

8. The previous year's figures have been regrouped and rearranged wherever necessary.

9. Since the previous year's figures include that of Unit II for a period of 9 months only, the same are not directly comparable with those of the current year.

10. Figures have been stated Rs.in Million.


Mar 31, 2010

1. The Company has two reportable business segments, namely, i) Electro - porcelain Products and ii) Turnkey Projects.

2. (a) The 925,000 Non-convertible, cumulative, Redeemable Preference Shares of Rs.100/-each bearing a coupon rate of 5% for the initial four years and thereafter @ 7.5% till redemption, allotted to Schroder Credit Renaissance Fund Ltd. and Schroder Credit Renaissance Fund L.P on 3rd October 2006 are to be redeemed on or before the end of 7 years from the issue date, i.e., 3rd October 2013.

(b) 350,000 Non-convertible, cumulative, Redeemable Preference Shares of Rs. 100/- each have been allotted to Vensunar (P) Ltd. On 13-07-2009 at a coupon rate of 10% to be redeemed on or before 28-02-2013.

3. Loans from Banks, both for Unit I (at Chennai) and Unit II (at Visakhapatnam) availed on Cash Credit, Packing Credit, WCDL and FCNRB are secured by the Hypothecation of Stocks of Raw Materials, Stores, Spares (not relating to Plant and Machinery), Work-in-Progress, Finished Goods, Book Debts and Documentary Bills and further secured by a Second Charge on the Companys immoveable and moveable fixed assets ranking pari-passu among themselves based on the joint/individual documentation executed, subject to the first pari-passu charge created in favour of the Companys term lenders in favour of-

i) The Bankers under Consortium arrangement for the Working Capital facilities sanctioned by them for Unit I. ii) A bank for the Working Capital facilities sanctioned for Unit II.

4. First Charge has been created on the companys immovable and movable fixed assets, present and future:

a) In respect of the Term Loans availed and outstanding to banks, aggregating to Rs. 825.29 Million which shall rank pari passu among them.

b) In favour of the concerned Bankers on specific assets acquired from the specific loans secured from them under the suppliers credit facility for which bills have been co-accepted by these banks.

5. Contingent Liabilities on account of:

(i) Letters of Credit in favour of suppliers of Raw materials, Capital Goods, etc. excluding the value of materials received and bills accepted there against 58.52 35.12

(ii) Guarantees to Electricity Boards, Government

Departments and Undertakings 753.73 628.62

(iii) Corporate Guarantees issued 11.18 16.03

(iv) Customs Duty on Bonded Materials 2.85 0.73 (v) Tax disputes

a) Sales Tax 4.57 4.57

b) Excise and Service tax 0.39 0.04

c) Income Tax 2.65 1.33

Pursuant to the approval received from Central Government, while the Vice Chairman and Managing Director and Managing Director are eligible for payment of increased remuneration with effect from 1.4.2009, considering the constraints faced by the Company, they have advised that for the year, they would draw the remuneration which they were in receipt earlier and the same has been accepted by the Board.

6. Confirmation of balances in respect of debtors, creditors and advances have not been received in some cases.

7. INFORMATION PURSUANTTOTHE PROVISIONS OF THE PARAGRAPH3, 4C AND 43DOF PART II OF SCHEDULE VI TO THE COMPANIES ACT 1956

(i) Particulars in respect of Production, Sales, Opening and Closing Stock of Goods manufactured/ traded:

8. In the absence of information from the suppliers with regard to their registration with the specified authority, despite the company calling for such information, the company is unable to furnish the information, as required under the Companies Act, 1956 and the Micro, Small and Medium Enterprises Development Act, 2006.

9. SEGMENT DISCLOSURE

1 Business Segments:

The Company has considered business segment as the primary segment for disclosure. The business segments are: Electro-porcelain products and Turnkey Projects.

2 Geographical Segments:

The geographical segments considered for disclosure are: India and Rest of the world.

3 Segmental assets includes all operating assets used by respective segment and consists principally of operating Debtors, Inventories and Fixed Assets net of allowances and provisions. Segmental liabilities include all operating liabilities and consist primarily of Creditors and accrued liabilities. Segment assets and liabilities do not include income tax assets and liabilities.

10. The Companys shares are listed in Mumbai and National Stock Exchanges. The listing fees there against have been paid up to date.

11. The operating results include those of Unit II of the company which commenced commercial production in July 2009.

12. The previous years figures have been regrouped and rearranged wherever necessary.

13. Figures have been stated in Million.

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