| 1. Amalgamation
The Board of Directors of the Company and Coromandel International
Limited (Coromandel), its holding Company, in their meetings held on
24th January 2014, have approved a Scheme of Amalgamation under
Sections 391 and 394 of the Companies Act, 1956 ('the scheme') for
amalgamation of the Company with Coromandel subject to the approval of
the stock exchanges, the respective shareholders and the creditors, the
concerned High courts and other regulations. The Company has received
the 'NOC' from the stock exchanges and is in the process of filing
application before the High Court. As per the Scheme, the
Appointed/Transfer date of amalgamation is 1st April 2014 and on the
Record Date to be fixed after receipt of all approvals, the public
shareholders of Sabero shall be issued 5 equity shares of Rs. 1 each in
Coromandel for every 8 equity shares of Rs. 10 each held in the Company.
2. Contingent liabilities and commitments:
a) Contingent Liabilities :
i. Claims against the Company not acknowledged as debts
Rs. in lacs
As at As at
31 March 31 March
2014 2013
Income tax (*) 714.31 621.04
Sales tax - 148.22
Excise matters 97.73 67.70
Legal cases 110.20 136.72
(*) During the year ending 31.3.2014, the Company received orders from
ITAT in its favour against earlier demands amounting to Rs. 140.30 lacs,
relating to assessment years 2002-2003 and 2004- 2005. Consequent to
this the same is not reckoned as contingent liability while the appeal
for withdrawal of penalty is to be heard by ITAT.
The amounts shown above represent the best estimate and the
uncertainties are dependent on the outcome of the legal processes
initiated by the Company or the claimant as the case may be.
It is not practicable for the Company to estimate the timings of cash
flow, if any, in respect of the above.
Bills discounted and outstanding: Rs. Nil lacs
(2013 -Rs. 660.00 lacs), since realized Rs. Nil lacs
(2013 - Rs. 92.73 lacs).
3. There is no supplier covered under the Micro, Small and Medium
Enterprises Development Act, 2006. This information has been determined
based on the details regarding the status of the suppliers obtained by
the Company. This has been relied upon by the Auditors.
4. Derivative instruments and unhedged foreign currency exposure:
i. Outstanding forward exchange contracts entered into by the Company
5. Employee Benefits
a. Defined contribution plan
The Company makes contributions towards provident fund a defined
contribution plan for qualifying employees. The Company makes
contribution to the Employees Provident Fund with the Regional
Provident Fund Commissioner.
The Company recognised Rs. 49.19 lacs (2013: Rs. 42.33 lacs) for provident
fund contributions in the Statement of Profit and Loss. The
contribution payable to the plan by the Company is at the rate
specified in rules to the scheme.
b. Defined benefit plan - Gratuity plan
The Company makes annual contribution to the Employee's Group Gratuity
Cash Accumulation scheme of the Life Insurance Corporation of India, a
funded defined benefit plan for qualifying employees. The scheme
provides for lump sum payment to vested employees at retirement, death
while in employment or on termination of employment of an amount
equivalent to 15 days salary payable for each completed year of service
or part thereof in excess of 6 months subject to a maximum of Rs. 10
lacs. Vesting occurs upon completion of 5 years of service.
The present value of the defined benefit obligation and the related
current service cost were measured using the Projected Unit Credit
Method with actuarial valuations being carried out at each Balance
Sheet date.
c. The following tables sets out the funded status of the gratuity
plan and amounts recognised in the Company's financial statements as at
31 March, 2014:
6. Segment Reporting:
a) Business Segment
The Company's main business is to manufacture and sell Crop Protection
Chemicals. All other activities of the Company are incidental to the
main business. As such, there is no separate reportable segment as per
the Accounting Standard 17 Segment Reporting.
b) Geographical Segment
The Company's operating facilities are located in India. The segmental
reporting for the Secondary Segment - Geographical as per the
Accounting Standard 17 Segment Reporting.
7. Related Party transactions a) Details of related parties:
Description of relationship Names of related parties
Ultimate Holding Company E.I.D Parry (India) Limited
Holding company Coromandel International Limited (CIL)
Subsidiary Sabero Australia Pty Ltd.
Subsidiary Sabero Europe B.V.
Subsidiary Sabero Organics America S.A.
Subsidiary Sabero Argentina S.A.
Subsidiary Sabero Mexico S.A. De C.V. w. e. f. April 2013
Associate Sabero Organics Philippines Asia Inc
Subsidiary of Holding Company Coromandel Brazil Limitada
Key Management personnel Mr. G. Veera Bhadram
8. Exceptional item is in respect of an additional claim from a gas
supplier for supplies made in earlier financial year.
9. The Company has provided Rs. 20 Lacs for Commission to Directors
under section 309(4)(d) in the books of accounts for the financial year
ended March 31, 2014. The said provisions require the approval of the
shareholders by a special resolution in the annual general meeting. No
payments have been made pending receipt of the said approval.
10. Previous Year's figures have been regrouped/reclassified wherever
considered necessary to correspond with the current year's
classification/disclosures.
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