a) Rights, preferences and restrictions in respect of equity shares and
Global Depository Receipts ) ("GDRs") issued by the Company
The Equity share holders are entitled to receive dividends as and when
declared; a right to vote in proportion to holding etc. and their
rights, preferences and restrictions are governed by / in terms of
their issue under the provisions of the Companies Act, 2013.
The rights, preferences and restrictions of the GDR holders of the GDRs
issued during the year 2016 are governed by the terms of their issue,
and the provisions of the Companies Act, 2013. Holder of such GDR is
entitled to receive 12,000 equity shares of Rs.10 each, per GDR, and
are entitled to receive dividends as and when declared in proportion to
holding but will have no voting rights of a equity shareholder with
respect to the shares represented by these GDRs. These GDRs are listed
on the Euro MTF Market of the Luxembourg Stock Exchange.
The rights, preferences and restrictions of the GDR holders of the GDRs
issued during the year 2008 are governed by the terms of their issue.
Holder of this GDR is entitled to receive 1 equity share of Rs.10 each,
per 3 GDRs, and are entitled to receive dividends as and when declared
in proportion to holding but will have no voting rights of a equity
shareholder with respect to the shares represented by these GDRs.
These GDRs are listed on the Euro MTF Market of the Luxembourg Stock
Exchange.
b) Rights, preferences and restriction attached to preference shares
1,500,000 10% Redeemable non-convertible cumulative preference shares
of Rs.100/- each issued to Ashok Leyland Limited on March 19, 1999 were
redeemable at par during the period April 2011 to April 2013.
Redemption due on April 2011 and April 2012 was initially rescheduled
to April 2013 and April 2015. The Company has sought and obtained a
further extension from the preference shareholder and the redemption
has been rescheduled to April 2017.
1.000.000 6% Redeemable non-convertible cumulative preference shares of
Rs.100/- each issued to Ashok Leyland Limited on November 12, 2003 were
redeemable at par during the period April 2008 to April 2010. Out of
the above, an amount of Rs. 333.33 has been redeemed in April 2008.
Redemption due on April 2009 and April 2010 was initially rescheduled
to April 2013 and April 2015. The Company has sought and obtained a
further extension from the preference shareholder and the redemption of
the balance of Rs.666.67 Lakhs has been rescheduled to April 2017.
7.500.000 9% Redeemable non-convertible cumulative preference shares of
Rs. 100/- each issued to Ashok Leyland Limited on September 29, 2012
were redeemable at par within a period of two years from the date of
allotment. The Company has sought and obtained a further extension from
the preference shareholder and the redemption has been rescheduled to
September 2016.
7.500.000 9% Redeemable non-convertible cumulative preference shares of
Rs. 100/- each issued to Ashok Leyland Limited on October 19, 2012 were
redeemable at par within a period of two years from the date of
allotment. The Company has sought and obtained a further extension from
the preference shareholder and the redemption has been rescheduled to
October 2016.
15.000.000 9% Redeemable non-convertible cumulative preference shares
of Rs.100/- each issued to Ashok Leyland Limited on March 20, 2013 were
redeemable at par within a period of two years from the date of
allotment. The Company has sought and obtained a further extension from
the preference shareholder and the redemption has been rescheduled to
March 2017.
a) The aforesaid loans are under fixed/floating rate (benchmarked to
Libor) with different bankers. As at March 31, 2016, the rate of
interest based on such arrangements ranged from 5.55% p.a. to 11.50%
p.a.
Secured
b) Term loan of Rs. 10,000 Lakhs (September 30, 2014 : Nil ) and Rs.
10,000 Lakhs (balance as at March 31, 2016 : Rs. 9,375 Lakhs (September
30, 2014 : Nil)) from Yes Bank is secured by equitable mortgage and
first charge over all the fixed assets of the Company including movable
properties and immovable properties (both present and future) and
second charge on the current assets of the Company. The first said loan
is repayable in 20 quarterly installments commencing from June 2017 to
March 2022 and the second loan is repayable in 16 quarterly installments
commencing from March 2016 to December 2019 respectively.
c) Term loan of Rs.19,844.84 Lakhs (September 30, 2014 : Rs.19,026.60
Lakhs) from Bank of Baroda is secured by equitable mortgage and first
charge over all the fixed assets of the Company including movable
properties and immovable properties (both present and future) and
second charge on the current assets of the Company. The said loan is
repayable in 12 equal quarterly installments commencing from April 2017
to April 2019.
d) Foreign currency term loan as at March 31, 2016, of Rs. 5,306.40
Lakhs (September 30, 2014 : Rs.8,625.89 Lakhs) from DBS Bank is secured
by first pari passu charge over all the fixed assets of the Company
including movable properties and immovable properties (both present and
future). The said loan is repayable in 10 equal half-yearly installments
commencing from August 2013.
e) The Company has not met some of the financial covenants as set out
in the agreements with bankers. The Company in the process of
obtaining necessary waivers from compliance with such covenants. Based
on past experience, the Company is confident of obtaining the relevent
approvals. Accordingly the loan balances have continued to be
classified as non - current to the extent they are not due to be
settled with in 12 months after the reporting date.
3 Employee benefits Defined benefit plans Gratuity
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure.
The following tables summaries the components of net benefit expense
recognised in the profit and loss account and the funded status and
amounts recognised in the balance sheet for the respective plans.
4 Segment Reporting
The Company's business is confined to only castings. Accordingly, the
Company operates in a single business segment. Further, the Company
markets its products primarily in the domestic markets. Hence there are
no reportable geographical segments.
5 Dues to micro and small suppliers
The management has identified enterprises which have provided goods and
services to the Company and which qualify under the definition of micro
and small enterprises, as defined under Micro, Small and Medium
Enterprises Development Act, 2006. Accordingly, the disclosure in
respect of the amounts payable to such enterprises as at March 31, 2016
has been made in the financial statements based on information received
and available with the Company and relied upon by auditors. Further in
the view of the management, the impact of interest, if any, that may be
payable in accordance with the provisions of the Act is not expected to
be material.
6 Derivative instruments
During the period (eighteen months period) ended September, 30 2012,
the Company adopted the Accounting Standard (AS)-32 "Financial
Instruments: Disclosures" as issued by ICAI, to the extent that the
adoption does not conflict with existing mandatory accounting standards
and other authoritative pronouncements, Company law and other
regulatory requirements.
i Hedges of highly probable forecasted transactions
The Company classifies its derivative contracts that hedge interest
rate risk associated with highly probable forecasted transactions as
cash flow hedges and measures them at fair value. The effective portion
of such cash flow hedges is recorded as part of reserves and surplus
within the Company's "hedging reserve", and re-classified in the
statement of profit and loss as revenue in the period corresponding to
the occurrence of the forecasted transactions. The ineffective portion
is immediately recorded in the statement of profit and loss. In respect
of the aforesaid hedges of highly probable forecasted transactions, the
Company has recorded, in reserves and surplus, a net profit of
Rs.162.61 Lakhs (September 30, 2014: Rs.297.52 Lakhs) for the period
(eighteen months period) ended March 31, 2016. The net carrying amount
of the Company's "hedging reserve" was a loss of Rs. 119.34 Lakhs
(September 30, 2014: Rs.281.95 Lakhs) as at March 31, 2016.
7 During the current period the Company has rasied equity share
capital of Rs. 39,984 Lakhs (comprising 134,400,000 equity shares of
Rs.10/- each at a premium of Rs.19.75/- per equity share) through issue
of 11,200 Global Depositary Receipts (GDR). As per the offer document,
the proceeds from the aforesaid GDR net of share issue expenses of Rs.
210.5 Lakhs (includes Rs. 19.5 Lakhs paid to statutory auditors) have
been utilized for repayment of a portion of its outstanding debt, for
capital expenditures, for working capital and for general corporate
purposes as may be permissible under applicable law.
During the previous period, the Company has raised equity share capital
of Rs.8,092.68 Lakhs (comprising 26,105,417 equity shares of Rs.10/-
each at a premium of Rs.21/- per equity share) through Qualified
Institutional Placement (QIP). Further, the Company has raised Rs.6,085
Lakhs (comprising 17,818,448 equity shares of Rs.10/- each at a premium
of Rs.24.15/- per equity share) through preferential allotment of
shares to the promoters' group. As per the offer document, the proceeds
from the aforesaid QIP and private placement net of share issue
expenses of Rs.81.77 Lakhs (includes Rs.15 Lakhs paid to statutory
auditors) have been utilized for augmenting the resources of the
Company, funding the various capital expansion plans, long term working
capital requirements and debt rationalisation other purposes as may be
permissible under applicable law.
8 The Company had acquired a piece of land from APIIC (Andhra Pradesh
Industrial and Infrastructure Corporation Limited) and the registration
of the land in favor of the Company would be completed upon the Company
commencing commercial production before March 31, 2012. Whilst steps
are being taken to implement the project on such land, the Company has
not been able to do so in view of the delays in basic infrastructural
facilities (electricity, water supply etc.) being made available to the
Company. The Company has been seeking extension of time from the
Government Authorities to implement the project.
The Telangana State Industrial Infrastructure Corporation Limited
(pursuant to the formation of the state of Telangana) vide its letter
dated September 29, 2015 (and its earlier correspondence) has sought to
cancel the allotment of the aforesaid land and has requested the
Company to surrender the possession of the vacant land by October 07,
2015 for which the Company sought a further extension of time up to
March 2016 and requested for revocation of the resumption proceeding.
Based on legal advice, the Company believes that it has adequate
grounds to defend its position on retaining the possession of the land.
Pending the resolution of the aforesaid matter, the above said land has
been carried at cost as at March 31, 2016 after write down of related
project expenditure.
9 Pursuant to the restructuring initiatives undertaken to improve the
overall profitability and performance, the Company had announced
voluntary retirement scheme (VRS) at one of its manufacturing units
(DCU, Hyderabad), which was approved by the Board of Directors. The
scheme was accepted by substantially all the employees of the unit
leading to the subsequent discontinuance of the unviable business
operations at the unit. Exceptional items include Rs.2,716.88 (
September 30, 2014 : Rs. 1,129.53) towards such VRS arrangements and
also includes expenses on impairment losses and provisions in respect
of non-recoverability towards assets pursuant to such
restructuring/discontinuance of business operations. The freehold land
at DCU, Hyderabad has been classified as "Fixed asset classified as
held for sale" under other current assets.
10 The Company has taken various steps to improve its operational
performance and liquidity to address the significant erosion of its
networth by the accumulated losses as at March 31, 2016. Based on the
business plans, availability of bank and other funding arrangements,
recent increase in capital and in view of the continued support by the
promoters, the Company is confident that it would be able to improve on
its performance and networth.
11 Transfer pricing
The Company had transactions with related parties. As required by the
relevant provisions of the Income-tax Act, 1961 the Company has a
policy of maintaining documents to prove that these transactions are at
arm's length and believes that the aforesaid legislation will not have
any impact on the financial statements, particularly on the amount of
tax expense and that of provision for taxation.
12 Prior period comparatives
Previous period figures have been regrouped /reclassified, wherever
necessary, to conform to current period's classification. The Company's
previous financial year was for a period of 18 months ended September
30, 2014. Pursuant to the change of year -end , the current financial
year ended March 31, 2016 is also for a period of 18 months.
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