| 1. Basis of Accounting, Presentation and Disclosure of Financial
Statements
Financial Statements have been prepared complying in all material
respects with the Accounting Standards notified by the Companies
(Accounting Standards) Rules, 2006, (as amended) and the relevant
Provisions of the Companies Act, 1956. Financial Statements have been
prepared under the historical cost convention on an accrual basis. The
Accounting Policies have been consistently applied by the Company and
are consistent with those used in the previous year. Previous year
figures are regrouped wherever necessary.
2. Contingent Liabilities and Commitments As at 31st As at 31st
(to the extent not provided for) March 2014 March 2014
(i) Contingent Liabilities
Claims against the Company not
acknowledged as Debt
(a) Sales Tax Act 706 472
(b) Income Tax Act 2421 657
(c) Customs Act 4865 -
(d) Royalty on Limestone 547 547
(e) Lease Rent on Govt. Lands 74 74
(f) Others 332 -
Bills Discounted, Guarantees & Letters of Credit 1831 2371
10776 4121
(ii) Commitments
(a) Estimated amount of contracts remaining
to be executed on capital account and not
provided for 13725 6123
13725 6123
Total 24501 10244
The CENVAT credit disallowance on some of the Inputs and Capital Goods,
Service Tax on goods transports and levy of differential Excise Duty,
amounting to Rs 7104 lakhs as on 31.3.2014 (Rs 19046 lakhs) which
remains unpaid and against which the Company has preferred appeals.
Based on the earlier favourable decisions on similar issues by the
Appellate Authorities, in the opinion of the Management, no Provision
is considered necessary.
3. Disclosure on Micro and Small Enterprises
There are no Micro, Small and Medium enterprises as defined in the
Micro, Small and Medium Enterprises Development Act, 2006 to whom the
company owes dues on account of Principal amount together with
Interest. The above information 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 by the Auditors.
4. Buildings include ownership Flat at Mumbai and value of shares in
Bombay Middle Class Co-operative Housing Society Ltd., which are in the
process of being transferred to the name of the Company.
5. Disclosure as required by Accounting Standard 19, "Leases" prescribed
by the Companies (Accounting Standard) Rules, 2006 are given below:
a. Where the Company is a Lessee:
i) The Company has taken various residential, office and godown
premises under Operating Lease or Leave & Licence Agreements. These are
generally not non-cancellable and the period of lease is 11 months and
longer and are renewable by mutual consent on mutually agreeable terms.
ii) Lease payments are recognised in the Statement of Profit and Loss
Account under "Rent"
b. Where the Company is a Lessor:
Details in respect of assets given (Rs in lakhs)
on operating lease.
Particulars Gross Block as at Accumulated Depreciation
31.03.2014 Depreciation (Corresponding
As at 31.03.2014 to the period of
lease rentals)
Freehold Building 130 21 0.01
These assets are in respect of premises given on lease for an initial
period with option to renew the lease as per terms in the agreements.
Initial direct costs are recognised as expenses in the year in which it
is incurred.
6. The Company has, with a view to expand its Cement manufacturing
activities at pan India levels, had entered into a Share Purchase
Agreement with the Promoters of Anjani Portland Cement Limited ("Target
Company"), a listed company having its manufacturing unit in Nalgonda
District, Telangana on the 12th March, 2014. The company agreed to
acquire upto a maximum of 75% of the total Equity Share Capital and
voting power in the Target Company from its Promoters and from its
Public Shareholders through an Open Offer as per SEBI (Substantial
Acquisition of Shares and Takeover) Regulations, 2011 ("SAST
Regulation") at a price of Rs. 61.75 per Equity Share. In line with the
requirements of the Open Offer, the Company had deposited a sum of Rs
738.25 lakhs in an Escrow account being 25% of the Open Offer
consideration.
The Company then acquired 9010901 Equity Shares constituting 49% of the
Equity Share Capital of the Target Company, from its Promoters in
May'2014 and thereafter acquired 3141752 Equity Shares from the Public
Shareholders of the Target Company in July 2014, constituting 17% of
the Equity Share Capital of the company, through the Open Offer given
as per SAST Regulations.
With these acquisitions, the Company currently holds 66% of the Equity
Share Capital of the Target Company and the Target Company has become a
subsidiary of our Company. The Company will be acquiring further 9%
from the erstwhile Promoters to take the overall holding to 75% in the
company.
7. Voluntary Delisting from Stock Exchanges
The Company has completed the process of voluntary delisting of its
securities from all the Stock Exchanges where they were listed. The
National Stock Exchange vide their Letter NSE/LIST/ 204482-X dated
17.05.2013, the Bombay Stock Exchange vide their Notice 20130527-6
dated 27.05.2013 and the Madras Stock Exchange vide their Letter No.
MSE/LD/PSK/738/140/13 dated 24.05.2013 have communicated to the Company
that the admission to dealings in the securities of the Company will be
withdrawn (delisted) with effect from the 7th June, 2013.
The Company had made an Exit Offer to the remaining Public Shareholders
of the Company, as required by the Delisting Regulations, to surrender
their Shares at the Delisting Exit Price to the Promoters for a period
of one year from the date of delisting. The Exit Offer period ended on
6th June, 2014.
8. Confirmations of balance have been sought and obtained from Parties
covering substantial amount of outstanding and wherever applicable
necessary adjustments have been made in the financial statements. In
respect of other Parties, the balances as appearing in the books of
account have been adopted.
9. There is no impairment of assets as per Accounting Standard 28.
10. The Company has been granted eligibility certificate whereby the
Company is entitled to the benefit of Interest Free Sales Tax Deferral
Scheme for manufacturing cement for 12 years ending March, 2014 for
deferral of Sales Tax not exceeding Rs. 21477.82 lakhs. The Company has
availed the entire benefit as on 31.03.2010. Such Sales Tax Deferral
has to be repaid in stipulated instalments commencing from Financial
Year 2014-15.
11. The Company has availed Soft Loan Financial Assistance of Rs. 7007
lakhs (Rs. 4244 lakhs) from State Industrial Promotion Corporation of
Tamilnadu Limited (SIPCOT) under the Structured Incentive Package for
its Ariyalur Cement Project, sanctioned by the Government of Tamilnadu
under The New Industrial Policy, 2007.
12. Depletion in the Freehold Quarry Land to the value of Rs. 205 lakhs
(Rs195 lakhs) has been accounted.
13. Other Current Liabilities (Note 9) includes Rs. 541 lakhs (Rs. 786
lakhs) due to Managing Director being the balance remuneration for the
year 2013-14.
14. The Company did not use jute bags in packing cement as per Jute
Packaging Materials (Compulsory use in the Packing Commodities) Act
1987 in view of the Consumer's preference and resistance from workers
who are handling the packing materials. The Supreme Court upheld the
validity of the said Act. The Government did not include cement for
compulsory packaging in Jute Bags from 1st July 1997. The Liability
that may arise for non compliance of the said Act for the earlier
period is not ascertainable and the impact on the Profits and Current
Liabilities is not quantifiable.
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