| i) The Company has only one class of shares referred to as equity
shares having a face value of Rs.10 per share. Each holder of equity
shares is entitled to one vote per share. The Company declares and pays
dividends to its shareholders which are proposed by the Board of
Directors and approved by the shareholders at the Annual General
Meeting. In the event of liquidation of Company, the equity
shareholders will be entitled to receive any of the remaining assets of
the Company, after distribution of preferential amounts. However, no
such preferential amounts exist currently. The distribution will be in
proportion to the number of equity shares held by the shareholders.
ii) Refer to Note 29 for shares granted and issued under the Employee
Stock Option Scheme.
iii) Refer to Note 38 regarding changes in shareholding pattern and
proposed scheme of merger.
* There are no amounts which are due and payable to the Investor
Education & Protection Fund.
# Based on the information available with the Company, no parties have
been identified as "supplier" within the meaning of The Micro, Small
and Medium Enterprises Development Act, 2006.
*Note : In giving the above information, the Company has taken the view
that spares and components as referred to in clause 5(Viii)(C) of Part
II of Schedule VI covers only such items as go directly on to
production
(A) In respect of funded benefits with respect to gratuity, the fair
value of plan assets represents the amounts invested through "Insurer
Managed Funds". However, the nature of assets is not provided by the
insurance company.
(B) Contributions expected to be paid to the plan during the next
financial year is Rs.1,00,000 (Previous year Rs.63,000).
a) The Discount rate is based on the prevailing market yields of Indian
Government securities as at the balance sheet date for the estimated
term of the obligations.
b) Expected rate of return on plan assets: This is based on our
expectation of the average long term rate of return expected on
investments of the fund during the estimated term of the obligations.
c) Salary escalation rate: The estimates of future salary increases
considered, takes into account the inflation, seniority, promotion and
other relevant factors.
Notes:
1. Inter-segment transfers have been priced at market rates.
2. (a) Polymer composite compounds includes manufacture of all
compounds and services in respect thereof.
(b) Polymer composite components includes manufacture of all components
and services in respect thereof.
(c) Others represents manufacture of moulds.
1. EMPLOYEES STOCK OPTIONS SCHEMES (ESOS):
In the Annual General Meeting held on 31st July, 2009, the shareholders
have approved a maximum of 90,000 shares to be vested under an
'Employee Stock Options Scheme', for the permanent employees and
directors of the Company. Shares to the non-executive directors would
be limited to 18,300 equity shares. The stock options were granted at
an exercise price of Rs.47.40 per option. The options will vest over a
period of one to three years from the date of grant and exercisable
over a period of five years from the respective dates of vesting.
Out of the options outstanding at the end of the year 62,993 (Previous
year 64,337) options have vested, which have not been exercised.
During the current year, no fresh options were granted. Information in
respect of options granted during the earlier year is as under:
The fair value of options granted during the previous year on 31st
July, 2009 is Rs.26.24 per option.
In respect of options granted under the Employee Stock Option Plan, in
accordance with guidelines issued by SEBI, the accounting value of the
options is accounted as defined employee compensation, which is
amortized on a straight line basis over the period between the date of
grant of options and the eligible dates for conversion into equity
shares. Consequently, salaries, wages & bonus include Rs.269,100
(Previous year: Rs.269,100) being the amortization of deferred employee
compensation.
Had the Company adopted fair value method in respect of options granted
on 31st July, 2009, the total amount that would have been amortised
over the vesting period is Rs.2,361,600.
2. CONTINGENT LIABILITIES NOT PROVIDED FOR
For the year ended For the year ended
Particulars 31st March, 2014 31st March, 2013
Rs. Rs.
Show cause cum demand notice
received from excise authorities
disputed by the Company 2,816,726 551,862
Disputed Income Tax demand
under Appeal 2,740,030 -
Total 5,556,756 551,862
Future cash outflows in respect of the above matters are determinable
only on receipt of judgements/decisions pending at various
forums/authorities.
3. Changes in shareholding pattern and proposed scheme of merger
As a part of Mahindra Group Strategy to consolidate the auto components
business and formation of a global alliance with CIE Automotive,
Spain., the Board of Directors of the Company at their meeting held on
15th June, 2013, duly considering the recommendation of the Audit
Committee and subject to regulatory approvals, have approved a Scheme
of Amalgamation under Sections 391 to 394 of the Companies Act,1956,
involving merger of the company with Mahindra CIE Automotive Limited
(MCIE) (Formerly known as Mahindra Forgings Limited) Appointed date of
the Scheme is 1st October, 2013. ("the Scheme").
As part of the above arrangement and in accordance with the Share
Purchase Agreement dated 15th June, 2013, 1,341,203 equity shares
representing 29.95% of the paid up equity share capital have been
transferred by Mahindra & Mahindra Limited and 220,000 equity shares
representing 4.91% of the paid up equity share capital have been
transferred by Mahindra Holdings Limited to Participaciones
Internacionles Autometal DOS, S.L. ("PIA 2") in October'2013.
Consequently PIA has become a promoter and the Board of Directors of
the company and the committees thereof have been reconstituted.
Also, P1A 2 (Acquirer) along with Autometal S.A. and CIE Automotive
S.A. , in their capacity as "Persons acting in Concert" with the
Acquirer, made an open offer for acquisition of 1,164,616 equity shares
of Rs.10 each representing 26.01% of the Total Equity Capital
(including potential equity shares of ESOP scheme) from the public
shareholders of the Company at a price of Rs.74.70 per share as
described in Detailed Public Statement dated 15th June, 2013 and Letter
of Offer dated 13th September, 2013. Consequent to the Open Offer, the
Acquirer acquired 1,164,616 equity shares representing 26.01 % of the
paid up capital of the Company. Accordingly, the Acquirer now hold
60.87% of the total equity capital of the company (including potential
equity shares of ESOP scheme).
Securities and Exchange Board of India ("SEBI") vide its observation
letter dated 7th March, 2014 has conveyed its comments on the draft
Schemes to the BSE Limited ("BSE"), the designated stock exchange.
Pursuant to the above SEBI letter, the BSE Limited vide its Observation
letter dated 7th March 2014 has conveyed its no-objection to file the
Schemes with the Hon'ble High Court of Bombay, subject to certain
conditions specified therein.
Accordingly, on 14th March, 2014, the Company has filed applications
under Sections 391 to 394 of the Companies Act, 1956 before the Hon'ble
High Court Of Judicature at Bombay, for seeking its directions for
holding meetings of its equity shareholders and holding/ dispensation
of meetings of its secured and unsecured creditors, to seek their
approvals to the said Scheme. The Company is/has also initiating
process of seeking approval of the public shareholders to the said
scheme through a postal ballot/e- voting process as required under the
provisions of the relevant circulars issued by SEBI.
Pending the scheme of merger becoming effective retrospectively from
1st October, 2013, ("appointed date") the Company is undertaking the
business in trust on behalf of Mahindra CIE Automotive Limited as on
31st March,2014 and accordingly accounts have been prepared on going
concern basis which ultimately will get reflected and necessary entries
will be passed in the books of accounts of Mahindra CIE Automotive
Limited post the order of Honourable High Court becoming effective on
being filed with the Registrar of Company.
4. PREVIOUS YEAR COMPARATIVES
Previous year's figures have been regrouped/reclassified wherever
necessary to correspond with the current year's
classification/disclosure.
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